TCR_Public/051209.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Friday, December 9, 2005, Vol. 9, No. 292

                          Headlines

A.P.I. INC: Court Confirms Second Amended Chapter 11 Plan
AIR CARGO: Court Extends Exclusive Period Until January 2
ALEXA LARGOZA: Case Summary & 3 Largest Unsecured Creditors
ALLIED HOLDINGS: Virtus & Hawk Call for Equity Committee Formation
ALLIED HOLDINGS: Plan-Filing Period Intact through April 28

ALLIED HOLDINGS: Wants Until March 28 to Decide on Leases
AMERICAN REMANUFACTURERS: Ch. 7 Trustee Wants Fox as Counsel
AMERICAN REMANUFACTURERS: Ch. 7 Creditors Meeting on January 11
AMF BOWLING: Plans to Build New Centers & Upgrade Existing Ones
AMF BOWLING: William McDonnell Sits as Vice President & CFO

ANDROSCOGGIN ENERGY: International Paper Pushes for Liquidation
ARGENT SECURITIES: S&P Affirms Low-B Ratings on 12 Cert. Classes
ATA AIRLINES: Court Allows Three Claimants to Pursue Lawsuits
ATLAS PIPELINE: Plans a $250MM Private Placement of Senior Notes
B/E AEROSPACE: Looks to Raise $233 Million from Public Equity Sale

BE AEROSPACE: Good Financial Profile Spurs S&P to Lift Debt Rating
BERRY-HILL GALLERIES: Case Summary & 20 Largest Unsec. Creditors
CCC INFORMATION: S&P Affirms B+ Rating on $200 Mil. Sr. Sec. Loan
CHATTEM INC: $75MM Note Redemption Prompts S&P's Positive Outlook
CONMED CORPORATION: Increases Stock Buy-Back to $100 Million

CONSOLIDATED CONTAINER: Plans to Acquire Steel Valley's Assets
COMM 2003-FL9: Moody's Lowers Class K Certificates' Rating to Ba2
COMMODORE APPLIED: Restates Second Quarter Financial Statements
CONSUMERS TRUST: Wants to Retain Katten Muchin as Counsel
CONTINENTAL AIRLINES: Reaches New Contract with Flight Attendants

COTT CORP: U.K. Unit's Buy-Out of Macaw Soft Drinks Under Review
CREDIT SUISSE: S&P Assigns Low-B Ratings to $59.5MM Cert. Classes
DELPHI CORP: Court Denies Sensus' Motion for Decision on Contracts
DELPHI CORP: Court Denies Solectron's Motion for Contract Deadline
DENBURY RESOURCES: Moody's Rates New $150 Million Sub. Notes at B2

DENBURY RESOURCES: S&P Rates Proposed $150MM Sr. Sub. Notes at B+
DURANGO GEORGIA: LandMar Group Submits Winning Bid for Assets
ECUITY INC: De Leon & Co. Raises Going Concern Doubt
EMERITUS ASSISTED: Buys Three Senior Communities for $18 Million
ENRON CORP: Asks Court OK on $182-Mil EDF Energy Claims Settlement

ENRON CORP: Wants Court Nod on Nevada Settlement Agreement
ENTERGY NEW ORLEANS: Court Okays Panel's Hiring of FTI as Advisors
ENTERGY NEW ORLEANS: Court Denies Panel's Hiring of Haynes & Boone
ENTERGY NEW ORLEANS: Court Denies Panel's Hiring of Mintz Levin
EPICUS COMMUNICATIONS: Emerges from Chapter 11 Protection

EUROFRESH INC: S&P Junks Proposed $25 Mil. Sr. Subordinated Notes
FISH HOUSE: Acquired by Questor Partners' Chef Solutions Unit
GENEVA STEEL: Ch. 11 Trustee Wants to Hire Tanner LC as Auditors
GREEN TREE: S&P Puts D Ratings on Two Securitization Trust Classes
HAWAIIAN TELCOM: S&P Junks Senior Unsecured & Sub. Debt Ratings

HUDSON COUNTY: S&P Shaves Revenue Bonds' Rating to BB from BBB-
HUNTSMAN CORP: S&P Puts BB- Rating on Planned $350MM Sr. Sec. Loan
JP MORGAN: Fitch Affirms Low-B Ratings on Four Certificate Classes
KAISER ALUMINUM: Insurance Claims Estimated at Zero for Voting
KANSAS CITY: S&P Places Low-B Ratings on Shelf Registration

KIMBALL HILL: S&P Assigns B Rating to Planned $200M Sr. Sub. Notes
LIBERTY MEDIA: Provide Acquisition Prompts S&P's Negative Watch
MAX GREENBLATT: Case Summary & Largest Unsecured Creditor
MAYTAG CORP: Fitch Places BB+ Rating on New Sec. Credit Facility
MERIDIAN AUTOMOTIVE: Court Okays Stipulation With Toyota Motor

MERRILL LYNCH: Moody's Rates CDN$1.01 Million Class L Certs. at B3
NEW WORLD PASTA: Exits Bankruptcy Protection & Appoints New CEO
NORTHWEST AIRLINES: Won't Make $140-Mil 2005 Pension Contribution
NORTHWEST AIRLINES: Judge Gropper Okays Section 1110 Agreements
NORTHWEST AIRLINES: Committee Taps Lazard as Financial Advisors

ORECK CORP: S&P Affirms B+ Ratings Following Katrina Turmoil
PETERSON MFG: Case Summary & 20 Largest Unsecured Creditors
RADIATION THERAPY: S&P Assigns BB Rating to $240MM Secured Loans
RELIANCE GROUP: RIC Liquidator's Third Quarter Status Report
SAINT VINCENTS: Can Use RCG Cash Collateral Until December 14

SAINT VINCENTS: Wants to Use Cash Collateral Until March 31
SPECIALTY UNDERWRITING: S&P Puts Low-B Ratings on Two Class Certs.
STELCO INC: Board Approves Second Amended Restructuring Plan
STELCO INC: Ernst & Young Files 41st Monitor's Report
STEPHEN ANTHONY BOTES: Chapter 15 Petition Summary

STONE ENERGY: Management Practices Spurs S&P to Pare Credit Rating
SUSSER HOLDINGS: S&P Rates Proposed $170MM Sr. Unsec. Notes at B
TAG IT: Posts $10 Million Net Loss in Quarter Ended Sept. 30
TRINITY LEARNING: Posts $8 Million First Fiscal Quarter Loss
TOWER AUTOMOTIVE: Court Approves Meridian Relocation Agreement

TOWER AUTOMOTIVE: Wants to Reject GE Capital Equipment Lease
TOWER AUTO: Wants Until Jan. 16 to Decide on Milwaukee Leases
TOWER PARK: Posts $61,000 Net Loss in Quarter Ended September 30
TUPPERWARE BRANDS: S&P Places BB Rating on $975M Senior Sec. Loans
UAL CORPORATION: Files 20th Reorganization Status Report

UAL CORP: Gets Court Nod to Assume Airport Consortium Leases
UAL CORPORATION: PBGC Withdraws Debtors' Rule 2004 Examination
VILLAGE OF GREEN: Fitch Junks St. Francis Health Revenue Bonds
WACHOVIA BANK: S&P Assigns Low-B Ratings on $64 Mil. Cert. Classes
WEST PENN: Improved Profitability Prompts S&P to Upgrade Rating

WINDOW ROCK: U.S. Trustee Meeting With Creditors on January 9

* NachmanHaysBrownstein Names Michael Savage as Managing Director


                          *********

A.P.I. INC: Court Confirms Second Amended Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota
confirmed A.P.I. Inc.'s Second Amended Plan of Reorganization
on Dec. 6, 2005.

The Honorable Gregory F. Kishel determined that the Plan meets the
13 standards for confirmation required under Section 1129(a) of
the Bankruptcy Code.

                        Terms of the Plan

Under the Plan, unimpaired claims, consisting of holders of wage,
employee benefits, and general unsecured claims will be paid in
full on the Plan's effective date.

Secured creditors LaSalle Bank National Association and Wells
Fargo Bank National Association will retain their liens on the
Debtor's property.

Asbestos personal injury claims will be transferred to an Asbestos
Trust on the Effective Date.  API will pay the Asbestos Trust
$14.5 million.  The Debtor's parent company, API Group, Inc., will
pay the Asbestos Trust $500,000 on the Effective Date.

The Initial Payments will be used to:

   (1) pay all amounts owed to professionals engaged by the
       Official Committee of Asbestos Personal Injury Claimants
       and the Official Representative for Future Asbestos
       Personal Injury Claimants (other than those retained by
       the Debtor), and

   (2) pay $250,000 to the law firm of Sieben Polk LaVerdiere &
       Dusich, P.A., for services rendered and expenses incurred
       in connection with the negotiation of the Plan.

The balance will be used to partially pay asbestos claimants.
API will pay the Trust 80 quarterly payments of $325,000 starting
on the fourth month from the Effective Date -- for a total of
$26 million.

Equity interests will be cancelled.

A full-text copy of the Second Amended Plan of Reorganization is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=050614004857

Headquartered in St. Paul, Minnesota, A.P.I. Inc., f/k/a A.P.I.
Construction Company -- http://www.apigroupinc.com/-- is a
wholly owned subsidiary of the API Group, Inc., and is an
industrial insulation contractor.  The Company filed for chapter
11 protection on January 5, 2005 (Bankr. D. Minn. Case No.
05-30073).  James Baillie, Esq., at Fredrikson & Byron P.A.,
represents the Debtor in its restructuring.  When the Debtor filed
for protection from its creditors, it listed total assets of
$34,702,179 and total debts of $63,000,000.


AIR CARGO: Court Extends Exclusive Period Until January 2
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland extended
until Jan. 2, 2006, the time within which Air Cargo, Inc., has the
exclusive right to file a chapter 11 plan.  The Court also gave
the Debtor more time to solicit acceptances of that plan from
their creditors, through and including March 6, 2006.

The Debtor told the Court that it has entered a crucial stage of
its plan development.  Mediation with Air France to resolve an
adversary proceeding is moving forward.  The extension will
provide the Debtor opportunity to conclude the mediation with Air
France, and obtain comments on its draft plan of liquidation.

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


ALEXA LARGOZA: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Alexa M. Largoza
        268 Hill Street
        Southampton, New York 11968

Bankruptcy Case No.: 05-70175

Chapter 11 Petition Date: December 7, 2005

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Alan C. Stein, Esq.
                  Gastwirth Mirsky & Stein LLP
                  1129 Northern Boulevard
                  Manhasset, New York 11030
                  Tel: (516) 365-1313

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Portfolio Recovery Associate               $135,000
   c/o Malen & Associates, P.C.
   123 Frost Street
   Westbury, NY 11590

   Lawyers Title Insurance Corp.              $127,500
   c/o Bruce Kennedy
   31 Green Avenue
   Amityville, NY 11701

   Union Rexam LLC                            $125,000
   Klehr Harrison Harvey, et al.
   200 South Broad Street
   Philadelphia, PA 19102


ALLIED HOLDINGS: Virtus & Hawk Call for Equity Committee Formation
------------------------------------------------------------------
Virtus Capital L.P., and Hawk Opportunity Fund, L.P., support the
request of Guy W. Rutland III, Guy W. Rutland IV and Robert J.
Rutland for an order directing the appointment of an official
committee of equity security holders in Allied Holdings, Inc., and
its debtor-affiliates' cases.

Virtus owns 440,000 shares -- equivalent to 4.90% -- of Allied
Holding, Inc.'s outstanding common stock.  Hawk Opportunity Fund
owns 425,000 shares -- equivalent to 4.73% -- of Allied Holding's
outstanding common stock.

Paul N. Silverstein, Esq., at Andrews Kurth, LLP, in New York,
tells Judge Drake of the U.S. Bankruptcy Court for the Northern
District of Georgia that appointment of an Equity Committee is
necessary in the Debtors' case because:

   a) it is large and complex;

   b) the stock is widely held and publicly traded;

   c) the interests of Allied Holdings shareholders are not
      adequately represented;

   d) the Debtors are not hopelessly insolvent; and

   e) Allied Holdings shareholders have a true economic
      interest at stake.

Mr. Silverstein explains that the Debtors' management and board
of directors cannot adequately represent shareholders because
they have a fiduciary duty not only to shareholders, but also to
creditors.  Accordingly, no party can adequately represent
shareholders in the Debtors' case other than an official
committee.

             Allied Holdings Not Hopelessly Insolvent

Although Allied Holdings has a negative book equity, Virtus and
Hawk Opportunity Fund believe that Allied Holdings is not
hopelessly insolvent.  Mr. Silverstein points out that the
existence of negative book equity is not determinative of
solvency.  An analysis of Allied Holdings' financials strongly
suggest that there will be equity value in a reorganized Allied
Holdings upon emergence from Chapter 11, thus, an Equity
Committee is both appropriate and necessary to protect
shareholders' interests.

                    Virtus & Hawk See At Least
                 $313 Million of Enterprise Value

Mr. Silverstein relates that if Allied Holdings emerges from
bankruptcy one year from the Petition Date and were to maintain
the level of profitability stated in its operating report for the
month ended August 31, 2005, Allied Holdings' projected EBITDA at
the date of emergence would be approximately $62,720,000.

In an industry like short-haul transportation, which is a vital
component to the automobile industry, Mr. Silverstein says a
company with a dominant market share and strong customers like
Allied Holdings would merit an EBITDA valuation multiple between
5.0x and 7.0x.

Applying this range of multiples, Mr. Silverstein tells Judge
Drake that Allied Holdings' enterprise value upon emergence would
be between $313,600,000 and $439,000,000.

Moreover, because reorganization is intended to enhance and
preserve value, Mr. Silverstein notes that new, more advantageous
contracts will rehabilitate Allied Holdings' profitability and
cash flow thus greatly enhancing its enterprise value.

Mr. Silverstein further asserts that current market pricing is
not indicative of value of a properly restructured company.  The
fact that Allied Holdings bonds are trading below par and that
Allied Holdings common stock is trading around $0.25 per share in
no way demonstrates that Allied Holdings is insolvent, Mr.
Silverstein argues.

"The market only reflects a perception of value and is not itself
a valuation," Mr. Silverstein notes.  "In fact, trading prices of
securities of a bankrupt entity often vary greatly over the
course of bankruptcy, even where the true value of the company
has remained stable."

In Kmart Corporation, unsecured creditors received approximately
11.4 shares of new stock for each $1,000 claim.  One year after
emergence from bankruptcy, Kmart's stock traded at a high of $163
per share making the distribution on each $1,000 claim worth
approximately $1,858.

Mr. Silverstein adds that trading prices are often depressed by
public perceptions that undervalue companies in reorganization.

             Bondholder Action Suggests Equity Value

Mr. Silverstein further relates that before the Petition Date, a
group of Allied Holdings' bondholders approached the company
seeking to convert the bonds into shares of Allied Holdings
common stock.  Mr. Silverstein points out that the desire of
prepetition bondholders, to willingly exchange their claims into
Allied Holdings equity, indicates that they ultimately believe
that Allied Holdings common stock has value.

Even if prepetition bondholders had succeeded in securing 90% of
the post-reorganization equity of Allied Holdings by exchanging
their $150,000,000 of bonds for stock, the value left in the
other 10% of the equity for old shareholders would still have
substantial value, according to Mr. Silverstein.

If $150,000,000 of bonds exchanged into 90% of Allied Holdings
equity, then the remaining 10% of the equity would have an
implied equity value of $16,700,000.  This would equate to
$1.85 a share -- a significant amount of value for shareholders,
he says.

       Benefits Outweigh Cost of Representing Shareholders

"Obviously, there will be costs, but these costs will be
monitored by an Equity Committee, by the Debtors, the Creditors
Committee, the U.S. Trustee and, ultimately, by the Court," Mr.
Silverstein points out.  "These checks are adequate to prevent
unnecessary expenses."

Mr. Silverstein notes that the amount of money invested and
lost by the public shareholders dwarfs the cost of an Equity
Committee.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Plan-Filing Period Intact through April 28
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
extended, until April 28, 2006, Allied Holdings, Inc., and its
debtor-affiliates' exclusive period to propose and file plans of
reorganization.  The Debtors also have until June 27, 2006, to
solicit acceptances of that plan.

Harris B. Winsberg, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, told the Court that the Debtors' sufficiently large and
complex cases warranted an extension of their Exclusive Periods.

Mr. Winsberg noted that an extension of the Exclusive Periods will
provide the Debtors with an opportunity to develop a reasoned
strategic plan and develop and negotiate a consensual plan of
reorganization.

Mr. Winsberg pointed out that competing plans would present a
direct impediment to the Debtors' ability to finalize their
financial analysis.  Hence, Mr. Winsberg said, the Debtors should
not be faced with the distraction caused by the premature filing
of a plan of reorganization by other parties-in-interest and the
resulting litigation expense caused by the existence of competing
plans.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Wants Until March 28 to Decide on Leases
---------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to extend,
until March 28, 2006, their exclusive period to assume, assume and
assign or reject unexpired non-residential real property leases.

The Debtors continue to be parties to around 55 non-residential
real property leases.  Given the large number of leases, Harris B.
Winsberg, Esq., at Troutman Sanders, LLP, in Atlanta, Georgia,
tells Judge Drake that the Debtors need more time to determine
which leases should be assumed or rejected.

The Debtors have paid and will continue to pay all postpetition
lease obligations under the Leases, Mr. Winsberg says.

Mr. Winsberg assures the Court that no harm to the landlords to
the Leases will result from an extension of the Debtors' Lease
Decision Period because all lease obligations will continue to be
paid.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case No. 05-12515).  Jeffrey W. Kelley, Esq., at Troutman Sanders,
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated more than $100 million in assets and debts.  (Allied
Holdings Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICAN REMANUFACTURERS: Ch. 7 Trustee Wants Fox as Counsel
------------------------------------------------------------
Montague S. Claybrook, the chapter 7 Trustee of American
Remanufacturers, Inc., and its debtor-affiliates' chapter 7
liquidation proceedings, ask the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Fox Rothschild LLP
as his counsel.

The Court converted the Debtors' chapter 11 case to a chapter 7
liquidation proceeding on Nov. 18, 2005.

Fox Rothschild will:

   1) advise the chapter 7 Trustee with respect to his powers and
      duties in the Debtors' chapter 11 cases;

   2) prepare on behalf of the Trustee, all necessary
      applications, motions, answers, orders, reports and other
      legal papers required in the Debtors' bankruptcy case;

   3) analyze the Debtors' financial condition to determine the
      best course of action to follow in order to achieve the best
      possible outcome for the estates and the creditors;

   4) appear in Court to protect the interests of the Trustee and
      the Debtors' estates and their creditors; and

   5) perform all other legal services for the Trustee that may be
      necessary and proper in the Debtors' chapter 7 proceedings.

Michael G. Menkowitz, Esq., a partner of Fox Rothschild, is one of
the lead attorneys for the chapter 7 Trustee.  Mr. Menkowitz
charges $410 per hour for his services.

Mr. Menkowitz reports Fox Rothschild's professionals bill:

      Professional            Designation    Hourly Rate
      ------------            -----------    -----------
      Allison M. Berger       Partner           $375
      Magdalena Schardt       Associate         $335
      Joshua T. Klein         Associate         $225
      Joseph G. DiStanislao   Paralegal         $165

Fox Rothschild assures the Court that it does not represent any
interest materially adverse to the chapter 7 Trustee and the
Debtors and is a disinterested person as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Anaheim, California, American Remanufacturers,
Inc., and its affiliates are privately held companies that produce
remanufactured automotive components that include "half shaft"
axles, brake calipers, and steering components.  The Debtors are
the second largest full-line manufacturer of undercar automotive
parts in the United States.  The Debtor with its nine affiliates
filed for chapter 11 protection on November 7, 2005 (Bankr. D.
Del. Case No. 05-20022).  Kara S. Hammond, Esq., Pauline K.
Morgan, Esq., Sean Matthew Beach, Esq., at Young Conaway Stargatt
& Taylor LLP and Alan W. Kornberg, Esq., Kelley A. Cornish, Esq.,
Margaret A. Phillips, Esq., and Benjamin I. Finestone, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP represent the
Debtors.  The Court converted the Debtors' chapter 11 case to a
chapter 7 liquidation proceeding on Nov. 18, 2005.  Montague S.
Claybrook is the chapter 7 Trustee for the Debtors' estates.  When
the Debtors filed for chapter 11 protection, they estimated assets
between $10 million to $50 million and their debts at more than
$100 million.


AMERICAN REMANUFACTURERS: Ch. 7 Creditors Meeting on January 11
---------------------------------------------------------------
A bankruptcy case concerning American Remanufacturers, Inc.,
and its debtor-affiliates was originally filed under chapter 11
on Nov. 7, 2005.  It was converted to a chapter 7 case on
Nov. 18, 2005.  A meeting of creditors will be held at 3:00 p.m.,
on January 11, 2006, at the U.S. District Court, 844 King Street,
Room 2112, Wilmington, Delaware 19801.

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

Headquartered in Anaheim, California, American Remanufacturers,
Inc., and its affiliates are privately held companies that produce
remanufactured automotive components that include "half shaft"
axles, brake calipers, and steering components.  The Debtors are
the second largest full-line manufacturer of undercar automotive
parts in the United States.  The Debtor with its nine affiliates
filed for chapter 11 protection on November 7, 2005 (Bankr. D.
Del. Case No. 05-20022).  Kara S. Hammond, Esq., Pauline K.
Morgan, Esq., Sean Matthew Beach, Esq., at Young Conaway Stargatt
& Taylor LLP and Alan W. Kornberg, Esq., Kelley A. Cornish, Esq.,
Margaret A. Phillips, Esq., and Benjamin I. Finestone, Esq., at
Paul, Weiss, Rifkind, Wharton & Garrison LLP represent the
Debtors.  The Court converted the Debtors' chapter 11 case to a
chapter 7 liquidation proceeding on Nov. 18, 2005.  Montague S.
Claybrook is the chapter 7 Trustee for the Debtors' estates.
Michael G. Menkowitz, Esq., at Fox Rothschild LLP represents the
chapter 7 Trustee.  When the Debtors filed for chapter 11
protection,  they estimated assets between $10 million to $50
million and their debts at more than $100 million.


AMF BOWLING: Plans to Build New Centers & Upgrade Existing Ones
---------------------------------------------------------------
AMF Bowling Centers, Inc., disclosed a strategic initiative both
to build new centers and to convert several of its existing
centers to a new operating concept.  Paul Barkley, who has been
with AMF for over 25 years, has been promoted to Senior Vice
President, New Center Development, to lead the effort.

"This represents a significant step forward in the evolution of
our bowling center business," said Fred Hipp, AMF's President and
CEO.  "We are in the final stages of remodeling and upgrading
several 'new concept' centers that will operate under an enhanced
facility, service and food and beverage model.  Preliminary
results are favorable, and we expect this model to serve as the
blueprint for the four or five brand new centers on which we
expect to start development and construction next year.  If all
goes well, we expect this to be the foundation for future growth
over the next several years."

"I think Paul Barkley is a great choice to lead this development
effort," continued Mr. Hipp. "Paul has the vision, operational
experience and leadership qualities to make sure our new operating
model will be not only continually refined but also consistently
executed."

Initially, AMF has targeted the Richmond, Atlanta, Dallas, San
Jose, Austin and Long Island markets for conversions of existing
centers.  While the company has not finalized a list of new center
locations, a company spokesman confirmed that AMF is in
discussions on possible locations in both the Atlanta and Phoenix
markets.  The company also confirmed that it plans to re-brand its
new concept centers.

"This is a very exciting time to be at AMF," said Paul Barkley.
"We've come a long way in the past two years - we've focused on
improving basic operations, and while there's always more work to
do, we're ready to take it to the next level.and that's exactly
what we intend to do.

AMF Bowling Worldwide, Inc., filed for chapter 11 protection
on July 3, 2001 (Bankr. E.D. Va. Case Nos. 01-61119 through
01-61143).  Marc Abrams, Esq., at Willkie, Farr & Gallagher
represented the operating subsidiaries.  The corporate parent,
AMF Bowling, Inc., filed for chapter 11 protection on July 31,
2001 (Bankr. E.D. Va. Case No. 01-61299).  Lawrence H. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represented the parent
company.  The Debtors' Second Amended & Modified Chapter 11 Plan
was confirmed on Feb. 1, 2002, and consummated on March 8, 2002.
That plan deleveraged the company's balance sheet, and delivered a
92% equity stake in the reorganized subsidiaries to the company's
secured lenders and a 7% equity stake in the operation to
unsecured creditors.  The old public parent company died.

                         *     *     *

As reported in the Troubled Company Reporter on July 19, 2005,
Moody's Investors Service downgraded the ratings of AMF Bowling
Worldwide, Inc., thus concluding the review of the ratings for
possible downgrade initiated on March 10, 2005.

These ratings were lowered:

   -- To Caa1 from B3, $150 million 10% senior subordinated notes,
      due 2010

   -- To B2 from B1, approximately $120 million senior secured
      credit facility consisting of a $40 million revolver,
      maturing in 2009, and approximately $79 million term B
      loans, maturing in 2009

   -- To B2 from B1, Corporate Family Rating (formerly known as
      the Senior Implied Rating)

Moody's said the ratings outlook is stable.


AMF BOWLING: William McDonnell Sits as Vice President & CFO
-----------------------------------------------------------
AMF Bowling Worldwide, Inc., reported that William McDonnell would
join the company as Vice President and Chief Financial Officer at
the end of the year.

Since 2000, Mr. McDonnell has been with Rent-Way, Inc. (NYSE:
RWY), one of the nation's largest operators of rental-purchase
stores with 791 locations in 34 states, where he is currently
Chief Financial Officer.

"Bill McDonnell will be a great addition to our senior management
team," said Fred Hipp, AMF's President and CEO.  "For the last six
years, he's been a successful executive leader at a multi-unit
consumer products retailer where he focused on top-line growth and
margin improvement."

"I'm excited about what I see as great potential at AMF," said
McDonnell.  "This is a company that has come a long way in the
past several years and has tremendous opportunities for continued
growth."

AMF Bowling Worldwide, Inc., filed for chapter 11 protection
on July 3, 2001 (Bankr. E.D. Va. Case Nos. 01-61119 through
01-61143).  Marc Abrams, Esq., at Willkie, Farr & Gallagher
represented the operating subsidiaries.  The corporate parent,
AMF Bowling, Inc., filed for chapter 11 protection on July 31,
2001 (Bankr. E.D. Va. Case No. 01-61299).  Lawrence H. Handelsman,
Esq., at Stroock & Stroock & Lavan LLP, represented the parent
company.  The Debtors' Second Amended & Modified Chapter 11 Plan
was confirmed on Feb. 1, 2002, and consummated on March 8, 2002.
That plan deleveraged the company's balance sheet, and delivered a
92% equity stake in the reorganized subsidiaries to the company's
secured lenders and a 7% equity stake in the operation to
unsecured creditors.  The old public parent company died.

                         *     *     *

As reported in the Troubled Company Reporter on July 19, 2005,
Moody's Investors Service downgraded the ratings of AMF Bowling
Worldwide, Inc., thus concluding the review of the ratings for
possible downgrade initiated on March 10, 2005.

These ratings were lowered:

   -- To Caa1 from B3, $150 million 10% senior subordinated notes,
      due 2010

   -- To B2 from B1, approximately $120 million senior secured
      credit facility consisting of a $40 million revolver,
      maturing in 2009, and approximately $79 million term B
      loans, maturing in 2009

   -- To B2 from B1, Corporate Family Rating (formerly known as
      the Senior Implied Rating)

Moody's said the ratings outlook is stable.


ANDROSCOGGIN ENERGY: International Paper Pushes for Liquidation
---------------------------------------------------------------
International Paper Company asks the U.S. Bankrutpcy Court for the
District of Maine to convert Androscoggin Energy LLC's chapter 11
case into a chapter 7 liquidation proceeding.  In the alternative,
IP asks for the appointment of an examiner.

IP Company notes that prior to the Debtor's filing of bankruptcy,
it consistently operated at a loss.  IP states that the Debtor has
no employees and is controlled by employees of Calpine
Corporation, the indirect owner of 32.33% of the Debtor's stock.
The Debtor has been able to survive only through the continuing
infusion of new capital by Calpine and its related entities.

Since the Debtors' bankruptcy petition date, the Debtor's economic
status has not improved, Calpine says.  Under the direction of
Calpine employees, IP alleges that the Debtor has among other
things:

   a) sold the Fixed-Price Gas Contracts in April 2005, in breach
      of the Energy Services Agreement between IP and
      Androscoggin; and

   b) continued to lose money as it maintains its business in a
      nonoperating state and primarily for the benefit of
      Calpine, which purchases the Debtor's installed capacity
      through an affiliate.

IP further notes that the Debtor's Monthly Operating Report for
August 2005 reflected a net loss of $871,389 including a cash
depletion of $116,711.

On Sept. 31, 2004, the Debtor filed a disclosure statement and
plan of reorganization.  IP relates that the documents were
drafted and filed without consulting the estate's creditors.
The plan, IP alleges, has been designed for the benefit of
Calpine.

Under the Plan:

   a) the Debtor proposes to assume the Management Agreement with
      Calpine, even though the Debtor is not operating its
      business and the cure costs associated with the agreement
      is in excess of $13 million;

   b) all of the Reorganized Debtor's stock, for an undisclosed
      amount, will be vested to Calpine; and

   c) the Debtor did not explain how it will operate its facility
      post-confirmation.

For these reasons, International Paper urges the Court to convert
the case into a liquidation proceeding or have an examiner
appointed.

The Court will convene a hearing on Dec. 13, 2005, to consider
IP's request.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


ARGENT SECURITIES: S&P Affirms Low-B Ratings on 12 Cert. Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
243 classes of asset-backed pass-through certificates from
22 transactions issued by Argent Securities Inc.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Total delinquencies
for these transactions ranged from 7.79% to 20.83% of the current
pool balances.  Cumulative realized losses ranged from 0.03% to
0.45% of the original pool balances.  With the exception of series
2004-PW1, all transactions are at or close to their respective
overcollateralization targets.  For series 2004-PW1, current O/C
represents 55% of its target balance.  The large disparity between
the current and target O/C is attributable to the transaction's
lack of O/C at issuance.  Although the transaction had an initial
O/C target of 0%, it must build O/C each month until it reaches
its current target of 2.85%.

Credit support for these transactions is provided through a
combination of excess spread, O/C, and subordination.  The
underlying collateral consists of conventional, fully amortizing,
adjustable- and fixed-rate mortgage loans, which are secured by
first liens on one- to four-family residential properties.

                        Ratings Affirmed

                     Argent Securities Inc.
                    Asset-Backed Certificates

    Series      Class                                  Rating
    ------      -----                                  ------
    2003-W1     A-1, A-2, A-3, A-5                     AAA
    2003-W1     M-1                                    AA
    2003-W1     M-2                                    A
    2003-W1     M-3                                    A-
    2003-W1     M-4                                    BBB+
    2003-W1     M-5                                    BBB
    2003-W1     MV-6, MF-6                             BBB-
    2003-W2     A-1                                    AAA
    2003-W2     M-1                                    AA
    2003-W2     M-2                                    A
    2003-W2     M-3                                    A-
    2003-W2     M-4                                    BBB+
    2003-W2     M-5                                    BBB
    2003-W2     M-6                                    BBB-
    2003-W3     AV-1A, AV-1B, AV-2, AF-3, AF-4, AF-5   AAA
    2003-W3     AF-6                                   AAA
    2003-W3     M-1                                    AA
    2003-W3     M-2                                    A
    2003-W3     M-3                                    A-
    2003-W3     M-4                                    BBB+
    2003-W3     M-5                                    BBB
    2003-W3     MV-6, MF-6                             BBB-
    2003-W4     A-1, A-2, M-1                          AAA
    2003-W4     M-2                                    AA
    2003-W4     M-3                                    A
    2003-W4     M-4                                    BBB
    2003-W4     M-5                                    BBB-
    2003-W5     AV-1, AV-2, AF-3, AF-4, AF-5, AF-6     AAA
    2003-W5     M-1                                    AA
    2003-W5     M-2                                    A
    2003-W5     M-3                                    A-
    2003-W5     M-4                                    BBB+
    2003-W5     M-5                                    BBB
    2003-W5     MV-6, MF-6                             BBB-
    2003-W6     AV-1, AV-2, AF-3, AF-4, AF-5, M-1      AAA
    2003-W6     M-2                                    BBB
    2003-W6     M-3                                    BBB-
    2003-W7     A-1, A-2, A-2B                         AAA
    2003-W7     M-1                                    AA
    2003-W7     M-2                                    A
    2003-W7     M-3, M-3A, M-3B                        A-
    2003-W7     M-4A, M4-B                             BBB+
    2003-W7     M-5                                    BBB
    2003-W7     M-6                                    BBB-
    2003-W8     A-1, A-2, A-4                          AAA
    2003-W8     M-1                                    AA
    2003-W8     M-2                                    A
    2003-W8     M-3                                    A-
    2003-W8     M-4                                    BBB+
    2003-W8     M-5                                    BBB
    2003-W8     M-6                                    BBB-
    2003-W9     A-1, A-2, A-3, A-5                     AAA
    2003-W9     M-1                                    AA
    2003-W9     M-2                                    A
    2003-W9     M-3, M-3A, M-3B                        A-
    2003-W9     M-4A, M4-B                             BBB+
    2003-W9     M-5                                    BBB
    2003-W9     M-6                                    BBB-
    2003-W10    A-1, A-2B                              AAA
    2003-W10    M-1                                    AA
    2003-W10    M-2                                    A
    2003-W10    M-3                                    A-
    2003-W10    M-4                                    BBB+
    2003-W10    M-5                                    BBB
    2003-W10    M-6                                    BBB-
    2004-PW1    A-1, A-2, A-3, IO-1, IO-2              AAA
    2004-PW1    M-1                                    AA+
    2004-PW1    M-2                                    AA
    2004-PW1    M-3                                    AA-
    2004-PW1    M-4                                    A+
    2004-PW1    M-5                                    A
    2004-PW1    M-6                                    A-
    2004-PW1    M-7                                    BBB+
    2004-PW1    M-8                                    BBB
    2004-PW1    M-9                                    BBB-
    2004-PW1    M-10                                   BB+
    2004-PW1    M-11                                   BB
    2004-W1     AV-1, AV-2, AV-4, AF                   AAA
    2004-W1     M-1                                    AA
    2004-W1     M-2                                    A
    2004-W1     M-3                                    A-
    2004-W1     M-4                                    BBB+
    2004-W1     M-5                                    BBB
    2004-W1     M-6                                    BBB-
    2004-W1     M-7                                    BB+
    2004-W2     AV-1, AV-2, AF                         AAA
    2004-W2     M-1                                    AA
    2004-W2     M-2                                    A
    2004-W2     M-3                                    A-
    2004-W2     M-4                                    BBB+
    2004-W2     M-5                                    BBB
    2004-W2     M-6                                    BBB-
    2004-W2     M-7                                    BB+
    2004-W3     A-2, A-3                               AAA
    2004-W3     M-1                                    A-
    2004-W3     M-2                                    BBB+
    2004-W3     M-3                                    BBB
    2004-W3     M-4                                    BBB-
    2004-W3     M-5                                    BB+
    2004-W4     A                                      AAA
    2004-W4     M-1                                    BBB+
    2004-W4     M-2                                    BBB
    2004-W4     M-3                                    BBB-
    2004-W4     M-4                                    BB+
    2004-W5     AV-1, AV-2, AV-3B, AF-3, AF-4          AAA
    2004-W5     AF-5, AF-6                             AAA
    2004-W5     M-1                                    AA
    2004-W5     M-2                                    A
    2004-W5     M-3                                    A-
    2004-W5     M-4                                    BBB+
    2004-W5     M-5                                    BBB
    2004-W5     M-6                                    BBB-
    2004-W5     M-7                                    BB+
    2004-W6     AV-1, AV-2, AV-4, AV-5, AF             AAA
    2004-W6     M-1                                    AA
    2004-W6     M-2                                    A
    2004-W6     M-3                                    A-
    2004-W6     M-4                                    BBB+
    2004-W6     M-5                                    BBB
    2004-W6     M-6                                    BBB-
    2004-W6     M-7                                    BB+
    2004-W7     A-1, A-2, A-4, A-5                     AAA
    2004-W7     M-1                                    AA+
    2004-W7     M-2                                    AA
    2004-W7     M-3                                    AA-
    2004-W7     M-4                                    A+
    2004-W7     M-5                                    A
    2004-W7     M-6                                    A-
    2004-W7     M-7                                    BBB+
    2004-W7     M-8                                    BBB
    2004-W7     M-9                                    BBB-
    2004-W7     M-10                                   BB+
    2004-W8     A-1, A-2, A-4, A-5                     AAA
    2004-W8     M-1                                    AA+
    2004-W8     M-2                                    AA
    2004-W8     M-3                                    AA-
    2004-W8     M-4                                    A+
    2004-W8     M-5                                    A
    2004-W8     M-6                                    A-
    2004-W8     M-7                                    BBB+
    2004-W8     M-8                                    BBB
    2004-W8     M-9                                    BBB-
    2004-W8     M-10                                   BBB-
    2004-W8     M-11                                   BB+
    2004-W9     A-1, A-2                               AAA
    2004-W9     M-1                                    AA
    2004-W9     M-2                                    A
    2004-W9     M-3                                    A-
    2004-W9     M-4                                    BBB+
    2004-W9     M-5                                    BBB
    2004-W9     M-6                                    BBB-
    2004-W9     M-7                                    BB+
    2004-W10    A-1, A-2                               AAA
    2004-W10    M-1                                    AA+
    2004-W10    M-2                                    AA
    2004-W10    M-3                                    AA-
    2004-W10    M-4                                    A
    2004-W10    M-5                                    A-
    2004-W10    M-6                                    BBB+
    2004-W10    M-7                                    BBB
    2004-W10    M-8, M-9                               BBB-
    2004-W11    A-1, A-3, A-4                          AAA
    2004-W11    M-1, M-2                               AA+
    2004-W11    M-3                                    AA
    2004-W11    M-4                                    AA-
    2004-W11    M-5                                    A+
    2004-W11    M-6                                    A
    2004-W11    M-7                                    A-
    2004-W11    M-8                                    BBB+
    2004-W11    M-9                                    BBB
    2004-W11    M-10                                   BBB-
    2004-W11    M-11                                   BB+


ATA AIRLINES: Court Allows Three Claimants to Pursue Lawsuits
-------------------------------------------------------------
Before ATA Airlines, Inc., and its debtor-affiliates filed for
chapter 11 protection, Channavajjalla Prasad and Shawn Harris
filed separate personal injury lawsuits against ATA Airlines,
Inc., and its debtor-affiliates pending in the United States
District Court for the Northern District of California.

Mark Thomas is also a plaintiff in a personal injury lawsuit
against the Debtors pending in the Circuit of Cook County,
Illinois, County Department - Law Division.

The Claimants' individual claims for personal injuries are covered
by the Debtors' airline liability policy, available under an
insurance policy issued by the United States Underwriters, Inc.,
on behalf of the United States Aircraft Insurance Group and other
concurrent insurers, each of which is severally liable for its
proportional share of the policy.

Pursuant to separate Court-approved stipulations, the Debtors
agree to have the automatic stay under Section 362(d) of the
Bankruptcy Code modified for the limited purpose of allowing the
Claimants to pursue their lawsuits.

The Claimants agree that their recovery in the lawsuits will be
limited to compensatory damages insured by the Insurer or any
other insurers or reinsurers providing coverage for the
recoveries.

The Claimants agree not to seek any punitive damages and pursue
monetary claims against the Reorganizing Debtors or to collect any
amounts from them.

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: Plans a $250MM Private Placement of Senior Notes
----------------------------------------------------------------
Atlas Pipeline Partners L.P. (NYSE:APL) and its newly formed
subsidiary Atlas Pipeline Finance Corp. plan to sell $250 million
senior unsecured notes due 2015 in a private placement.  The
Partnership intends to use the net proceeds from the private
placement to repay substantially all of the indebtedness
outstanding under its revolving credit facility.

The securities to be offered have not been registered under the
Securities Act of 1933, as amended, or any state securities laws,
and unless so registered, the securities may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.  This
announcement shall not constitute an offer to sell or a
solicitation of an offer to buy any of these securities.

Based in Moon Township, Pennsylvania, Atlas Pipeline Partners,
L.P. -- http://www.atlaspipelinepartners.com/-- is active in the
transmission, gathering and processing segments of the midstream
natural gas industry.  In the Mid-Continent region of Oklahoma,
Arkansas, northern Texas and the Texas panhandle, the Partnership
owns and operates approximately 2,565 miles of intrastate gas
gathering pipeline and a 565-mile interstate natural gas pipeline.
The Partnership also operates two gas processing plants and a
treating facility in Velma, Elk City and Prentiss, Oklahoma where
natural gas liquids and impurities are removed.  In Appalachia, it
owns and operates approximately 1,500 miles of natural gas
gathering pipelines in western Pennsylvania, western New York and
eastern Ohio.

                          *     *     *

As reported in yesterday's Troubled Company Reporter, 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.


B/E AEROSPACE: Looks to Raise $233 Million from Public Equity Sale
------------------------------------------------------------------
B/E Aerospace, Inc. (Nasdaq:BEAV) disclosed the pricing of a
public offering of 13 million shares of its common stock at a
price of $19.00 per share through Credit Suisse First Boston and
UBS Investment Bank as joint book-running managers and Friedman
Billings Ramsey, Stephens Inc., and SG Cowen & Co. as co-managers.
The underwriters also have an option to purchase up to an
additional 1,950,000 shares to cover over-allotments, if any.

B/E intends to use the net proceeds from the offering of
$232.7 million to redeem, at par, a portion of its $250 million
aggregate principal amount 8% Senior Subordinated Notes due 2008.
B/E intends to use the net proceeds it may receive from the
exercise by the underwriters of their over-allotment option, if
any, to redeem any 8% Senior Subordinated Notes due 2008 that
remain outstanding.  To the extent that the aggregate net proceeds
from the offering are insufficient to redeem the 8% Senior
Subordinated Notes due 2008 in full, B/E may in the future use
available cash to redeem any 8% Senior Subordinated Notes due 2008
that are outstanding.

Copies of the prospectus supplement and the prospectus to which it
relates can be obtained from Credit Suisse First Boston LLC, One
Madison Avenue, New York, NY 10010 (212)-325-2580 and UBS
Investment Bank, 299 Park Avenue, 25th Floor, New York, NY 10171
(212) 821-3000.

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

                         *     *     *

As reported in the Troubled Company Reporter on March 4, 2005,
Moody's Investors Service has upgraded the ratings of B/E
Aerospace, Inc.'s senior subordinated notes, to Caa2 from Caa3.
Also, the rating agency has confirmed B/E's Senior Implied and
Speculative Grade Liquidity ratings of B3 and SGL-2, respectively,
and has changed the rating outlook to positive.

The ratings upgraded are:

   * $250 million senior subordinated notes due 2008, to Caa2 from
     Caa3

   * $250 million senior subordinated notes due 2011, to Caa2 from
     Caa3

   * Senior unsecured issuer rating to B3 from Caa2.

The ratings confirmed are:

   * $175 million senior unsecured notes due 2010, rated B3

   * Senior implied rating of B3

   * Speculative Grade Liquidity Rating at SGL-2


BE AEROSPACE: Good Financial Profile Spurs S&P to Lift Debt Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on BE
Aerospace Inc., including the corporate credit to 'BB-' from 'B+',
and removed them from CreditWatch, where they were placed with
positive implications on Nov. 28, 2005.  The outlook is positive.
About $680 million of debt is outstanding.

"The upgrade is based on a material improvement in the firm's
previously subpar financial profile following an equity offering,
with net proceeds intended to redeem $250 million 8% subordinated
notes due 2008," said Standard & Poor's credit analyst Roman
Szuper.  At Sept. 30, 2005, pro forma for $233 million raised by
the offering, debt to capital improves to 54% from 78%, debt to
EBITDA to about 4x from 6x, and EBITDA interest coverage to 2.4x
from 1.7x.  Further strengthening is likely in the intermediate
term, as the company benefits from record orders and backlog, new
products, and lower costs.

The ratings on Wellington, Florida-based BE Aerospace reflect
risks associated with the cyclical global airline industry, the
firm's primary customer base, which accounts for approximately 85%
of sales.  The ratings also reflect modest profitability,
reversing losses in recent years, and an overall weak, albeit
improved, financial profile.  Those factors are partly offset by
the company's position as the largest manufacturer of aircraft
cabin interior products and sufficient liquidity.

A generally more favorable market environment, stronger demand for
BE Aerospace's products, and additional debt reduction expected
from free cash flows could lead to a financial profile warranting
an upgrade in the intermediate term.  An outlook revision to
stable is less likely, in view of the company's improving
performance and its intention to strengthen credit protection
measures.


BERRY-HILL GALLERIES: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Lead Debtor: Berry-Hill Galleries, Inc.
             11 East 70th Street
             New York, New York 10021

Bankruptcy Case No.: 05-60170

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Coram Capital LLC                          05-60169

Type of Business: Berry-Hill Galleries, Inc., buys paintings
                  and sculpture through outright purchase or
                  on a commission basis.  Berry-Hill also
                  shows exhibits artworks.
                  See http://www.berry-hill.com/

Chapter 11 Petition Date: December 8, 2005

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Robert T. Schmidt, Esq.
                  Kramer, Levin, Naftalis & Frankel, LLP
                  1177 Avenue of the Americas
                  New York, New York 10036
                  Tel: (212) 715-9100

Debtors'
Financial
Advisor:          Gordian Group LLC

Debtors' Chief
Restructuring
Officer:          Alan M. Jacobs

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Berry-Hill Galleries, Inc.   $10 Million to     $1 Million to
                             $50 Million        $10 Million

Coram Capital LLC            $50 Million to     $10 Million to
                             $100 Million       $50 Million

Berry-Hill Galleries, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Christie's Inc.                         $14,016,000
   20 Rockefeller Plaza
   New York, NY 10020
   Attn: Jo Laird
   Tel: (212) 636-2000

   Arcap, LC                                $1,808,050
   c/o Richard B. Kellam Investments
   484 Viking Drive; Suite 105
   Virginia Beach, VA 23452
   Attn: Richard B. Kellam
   Tel: (757) 463-4652

   Timothy Sammons, Inc. Fine Art Brokers   $1,600,000
   19 East 66th Street
   New York, NY 10021
   Attn: Timothy Sammons

   Schulte Roth & Zabel LLP                 $1,500,000
   919 Third Avenue
   New York, NY 10022
   Attn: Andre Weiss
   Tel: (212) 756-2000

   Robert Mann                              $1,250,000
   Fort Lauderdale, FL 33305

   Jerald D. Fessenden                      $1,000,000
   New York, NY 10021

   Stanford Fine Art                          $922,000
   6608A Highway 100
   Nashville, TN 37205

   Dean Kehler                                $898,700
   New York, NY 10128

   Godel & Co.                                $452,800
   39A East 72nd Street
   New York, NY 100221
   Attn: Howard Godel

   Larry Schatz                               $375,000
   5855 Southwest 97th Street
   Miami, FL 33156

   William Kahane                             $297,616
   New York, NY 10023

   W. Bradley Morehouse                       $225,000
   Southport, CT 06824

   Jeffrey Cole                               $198,550
   c/o Cole Ltd.
   Lyndhurst, Ohio 44124

   Perry Lerner                               $198,550
   New York, NY 10021

   Alan Quasha                                $198,550
   New York, NY 10019

   Elizabeth Van Merkensteijn                 $198,550
   New York, NY 10024

   Ira Koger Estate                           $140,000
   Woodcock-Koger Corporation
   910A 3rd Street
   Neptune Beach, FL 32266

   George Myers                               $100,000
   Dallas, TX 75243

   Questroyal T-94, LLC                        $90,000
   903 Park Avenue, Suite 3A/B
   New York, NY 10021

   Daniel P. Petrucci                          $87,500
   P.O. Box 770
   Provincetown, MA 02657


CCC INFORMATION: S&P Affirms B+ Rating on $200 Mil. Sr. Sec. Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Chicago, Illinois-based CCC Information Services Group
Inc. to 'B' from 'B+' and removed the rating from CreditWatch,
where it was placed on Sept. 22, 2005, with negative implications.

At the same time, Standard and Poor's affirmed its 'B+' rating,
with a recovery rating of '4', on CCC's existing $200 million
senior secured bank facility, which consists of a $30 million
revolving credit facility due 2009 and a $170 million term loan
due 2010.

"The downgrade of the corporate credit rating reflects our
expectation for a substantial increase in operating lease-adjusted
total debt to EBITDA following the acquisition of CCC by
Investcorp," said Standard & Poor's credit analyst Ben Bubeck.
The affirmation of the 'B+' bank loan rating reflects the fact
that CCC's existing creditors do not bear the additional risk
inherent in the new capital structure, as existing debt will be
refinanced as part of the transaction.  Upon the closing of this
transaction, all ratings on CCC will be withdrawn, as there will
be no publicly rated debt outstanding.

The ratings on CCC reflect its narrow product focus within a
mature niche marketplace and a highly leveraged balance sheet.
These are only partly offset by a largely recurring revenue base,
supported by intermediate-term customer contracts, high barriers
to entry, and solid operating margins.

CCC is the leading provider of integrated software, information,
and workflow management systems to support activities within the
automotive claims process, serving approximately 350 insurance
carriers, 21,000 auto body shops, and 150 independent appraisers
in the U.S.


CHATTEM INC: $75MM Note Redemption Prompts S&P's Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Chattem
Inc. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
Chattanooga, Tennessee-based manufacturer and marketer of branded
personal care products, including its 'BB-' corporate credit
rating.  About $182 million of debt is affected by this action.

The revised outlook is based on Chattem's announcement that it
intends to redeem its $75 million of floating rate notes due 2010,
and the company's improved operating performance in recent years.
The redemption is expected to be funded through a combination of
borrowings under its revolving credit facility and cash on hand.
To help fund the redemption, Chattem is increasing its revolving
credit facility to $100 million from $50 million.

The company has also improved operating performance in recent
years and is expected to fully resolve the administration relating
to its Dexatrim litigation by early fiscal 2006.  Chattem's
increased share repurchase authorization of $30 million is not
expected to result in significantly higher leverage over the
intermediate term.  Upon completion of the floating rate note
redemption, Chattem's senior unsecured debt rating will be
withdrawn.

Chattem's revenue increased 10.5% for the 12 months ended
Aug. 31, 2005.  The company's operating margin improved to about
29% during this period, from 26.7% in the prior comparable period,
because of favorable manufacturing costs related to increased
volume and lower operating expenses as a percentage of revenues.
Still, the company is relatively small, with fewer resources than
its larger competitors, which is an important rating
consideration.


CONMED CORPORATION: Increases Stock Buy-Back to $100 Million
------------------------------------------------------------
CONMED Corporation's (Nasdaq: CNMD) Board of Directors has
increased its authorization to repurchase the Company's common
stock to a total of $100 million from the previously authorized
$50 million.  Under the new authorization, up to $50 million may
be purchased in a calendar year, which is an increase from up to
$25 million in a calendar year under the previous authorization.
Through Dec. 2, 2005, the Company has repurchased approximately
$25 million of its common stock as approved by the Board of
Directors in its previous authorization of February 2005.   The
repurchase program calls for shares to be purchased in the open
market or in private transactions from time to time.  CONMED may
suspend or discontinue the program at any time.

CONMED expects to repurchase shares depending upon market
conditions, the market price of CONMED common stock and
management's assessment of CONMED's liquidity and cash flow.  The
Company will also repurchase shares to offset the dilutive effect
of the issuance of shares under its employee benefit plans,
including as a result of the exercise of outstanding stock
options.  The Company will finance the repurchases from
cash-on-hand and amounts available under the Company's bank credit
facility.

Eugene R. Corasanti, Chief Executive Officer and Chairman of the
Board said, "The Board's decision to revise the share repurchase
program reflects the Board's belief in the Company's long-term
performance and considers the current market price of the
Company's common stock.  It permits the Company to enhance
shareholder value by repurchasing some of our stock based on
market conditions."

Conmed Corp. -- http://www.conmed.com/-- is a medical technology
company with an emphasis on surgical devices and equipment for
minimally invasive procedures and monitoring.  The Company's
products serve the clinical areas of arthroscopy, powered surgical
instruments, electrosurgery, cardiac monitoring disposables,
endosurgery and endoscopic technologies.  They are used by
surgeons and physicians in a variety of specialties including
orthopedics, general surgery, gynecology, neurosurgery, and
gastroenterology.  Headquartered in Utica, New York, the Company's
2,800 employees distribute its products worldwide from eleven
manufacturing locations.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2004,
Moody's Investors Service assigned a B2 rating to ConMed
Corporation's $150 million senior subordinated convertible notes,
due 2024 and affirmed the Ba3 rating on ConMed's $240 million
guaranteed senior secured credit facility consisting of a $100
million revolving credit facility, due 2007, and a $140 million
Term Loan B, due in 2009.


CONSOLIDATED CONTAINER: Plans to Acquire Steel Valley's Assets
--------------------------------------------------------------
Consolidated Container Company plans acquire the assets of Steel
Valley Plastics, located in Warren, Ohio.  This acquisition would
expand CCC's presence in the bulk water bottle market in the
Northeastern and Midwestern United States.  While a definitive
agreement is currently being finalized, and no assurances can be
given as to when the acquisition may close, CCC currently
anticipates closing the transaction this month.

Consolidated Container Company LLC, which was created in 1999,
develops, manufactures and markets rigid plastic containers for
many of the largest branded consumer products and beverage
companies in the world.  CCC has long-term customer relationships
with many blue-chip companies including Dean Foods, DS Waters of
America, The Kroger Company, Nestle Waters North America, National
Dairy Holdings, The Procter & Gamble Company, Coca-Cola North
America, Quaker Oats, Scotts and Colgate-Palmolive.  CCC serves
its customers with a wide range of manufacturing capabilities and
services through a nationwide network of 61 strategically located
manufacturing facilities and a research, development and
engineering center located in Atlanta, Georgia.  Additionally, the
company has 4 international manufacturing facilities in Canada,
Mexico and Puerto Rico.


COMM 2003-FL9: Moody's Lowers Class K Certificates' Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes,
downgraded the ratings of two classes and affirmed the ratings of
five classes of COMM 2003-FL9, Commercial Mortgage Pass-Through
Certificates:

    * Class X-2, Notional, affirmed at Aaa
    * Class X-5, Notional, affirmed at Aaa
    * Class D, $5,287,823, Floating, upgraded to Aaa from Aa3
    * Class E, $19,282,134, Floating, upgraded to Aa1 from A1
    * Class F, $12,854,483, Floating, affirmed at A2
    * Class G, $12,854,535, Floating, affirmed at A3
    * Class H, $9,344,405, Floating, affirmed at Baa1
    * Class J, $9,344,405, Floating, downgraded to Ba1 from Baa2
    * Class K, $14,015,076, Floating, downgraded to Ba2 from Baa3

The Certificates are collateralized by one whole loan and one
senior participation interest.  As of the November 15, 2005
distribution date, the transaction's aggregate certificate balance
has decreased by approximately 92.9% to $97.0 million from
$1,375.8 million at securitization as a result of the payoff of
nine loans originally in the pool.

Moody's current weighted average loan to value ratio is 75.8%,
compared to 59.5% at securitization.  Moody's is upgrading Classes
D and E as a result of increased credit support from loan payoffs.
Classes J and K are being downgraded due to the poorer performance
of the Avenue at Tower City Loan.

The senior interest in the Avenue at Tower City Loan is the larger
of the two remaining loans ($54.0 million - 55.7%).  The loan is
secured by a three-level urban retail center located in Cleveland,
Ohio's Union Terminal Station.  The property is part of the Tower
City complex, which also includes office buildings, hotels and
parking.  The mortgage property consists of approximately 355,097
square feet of retail space (including an 11-screen movie theater)
and parking containing approximately 3,422 parking spaces.

Occupancy, as of September 2005 was approximately 72.5%, compared
to 82.2% at Moody's last review in May 2005 and compared to 81.7%
at securitization.  Although tenant sales for stores less than
12,000 square feet increased to $307 per square foot (for the
rolling 12-month period ending July 2005), compared to $280 per
square foot at securitization, property performance has been
impacted by increased vacancy.  The loan sponsor is Forest City
Enterprises, Inc. (Moody's senior unsecured rating Ba3; stable
outlook).

Additional debt includes an $11.0 million B-Note and an Urban
Development Action Grant in the original amount of $15.9 million.
Moody's current shadow rating is B2, compared to Ba2 at Moody's
last review and compared to Baa2 at securitization.

The second loan is the CalPERS Portfolio Loan ($43.0 million -
44.3%), which is secured by three Class A office/R&D properties
with a total combined net rentable area of 573,659 square feet.
The Ardenwood Corporate Park property is located in Fremont,
California and consists of four buildings containing approximately
307,657 of net rentable area.  The buildings are 100.0% occupied
primarily by Abgenix, Inc, a biotech firm, and Logitech Inc., a
Swiss based technology company which manufactures and markets
personal interface digital products.

The Lundy Place property is located in San Jose, California.  The
two-connected buildings contain a total of 130,752 of net rentable
area and are 100.0% leased to Verio, Inc. as a fiber data center.
Verio, (22.8% of total portfolio rentable area) is a wholly-owned
subsidiary of Nippon Telegraph & Telephone Corporation (Moody's
senior unsecured rating Aa2; stable outlook).  These two San Jose
area properties are out performing the market.  Many of the leases
are at current market rent levels.  Where leases are significantly
above current market rents, Moody's has adjusted its cash flow
accordingly.

The Marsh Lane property, located in Carrolton, Texas, contains
135,250 of net rentable area and is leased in its entirety to Var
Tec Telecom, Inc., a provider of local and long distance telephone
service.  The loan sponsor is a joint venture between CalPERS
(Moody's LT issuer rating Aaa; stable outlook) and CB Richard
Ellis Services, Inc. (Moody's senior unsecured rating Ba3;
positive outlook).  Moody's current shadow rating is A2, compared
to A3 at securitization.


COMMODORE APPLIED: Restates Second Quarter Financial Statements
---------------------------------------------------------------
On Nov. 23, 2005, Commodore Applied Technologies, Inc., submitted
its restated second quarter financial statements to the Securities
and Exchange Commission.

The restatement arose from Commodore Applied's determination that
it had not accounted for the embedded conversion option of the
Convertible Secured Note and the Series I Convertible Preferred
Stock entered into on April 12, 2005, as embedded derivatives.

The Company determined that the fair value of the embedded
derivatives should be recorded as a liability, with any changes in
the fair value of the embedded derivatives between reporting dates
as a derivative loss or gain, as appropriate.

The Company has also shown the effects of the reverse stock split
effective Aug. 29, 2005, and has also shown separately the effect
of dividends accrued to preferred  stockholders on loss per share,
due to the reduced number of common shares outstanding.
Subsequent to the reverse stock split, the effect of dividends
accrued to preferred stockholders affected loss per share.

             Restated Second Quarter Results

In its restated financial statements for the quarter ended June
30, 2005, Commodore Applied incurred a net loss of $507,000 and
$984,000 for the three and six month periods ended June 30, 2005,
as compared to a $778,000 and $1,447,000 net loss for the same
periods in 2004.

At June 30, 2005, the Company had $2,574,000 in total assets and
liabilities of $20,196,000, resulting in a stockholders' deficit
of $17,622,000.

                  Going Concern Doubt

Tanner LC expressed substantial doubt about Commodore Applied'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 working
capital deficit and recurring losses.

                About Commodore Applied

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


CONSUMERS TRUST: Wants to Retain Katten Muchin as Counsel
---------------------------------------------------------
The Consumers Trust asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to retain Katten
Muchin Rosenman LLP as its bankruptcy counsel.

Katten Muchin will:

   a) advise the Debtor with respect to its powers and duties as
      debtor-in-possession in the continued management of its
      business;

   b) work with the other professionals retained in this case to
      ensure an efficient chapter 11 process in the United States
      and Canada;

   c) attend meetings and negotiate with creditors and other
      parties-in-interest and advise and consult on the conduct of
      the case, including all of the legal and administrative
      requirements of operating in chapter 11;

   d) take all necessary actions to maximize the value of the
      Debtor's estate, including the prosecution of actions on the
      Debtor's behalf, the defense of any actions commenced
      against the estate, negotiations concerning litigation in
      which the Debtor may be involved, and objections to claims
      filed against the estate;

   e) prepare motions, applications, answers, orders, reports and
      papers necessary to the administration of the estate;

   f) negotiate and prepare the plan of reorganization, disclosure
      statement and related agreements and documents and taking
      any necessary actions on behalf of the Debtor to obtain
      confirmation of such plan;

   g) appear before this Court, any appellate courts, and the
      U.S. Trustee to protect the interests of the Debtor's
      estate; and

   h) perform other necessary legal services in connection with
      the prosecution of this chapter 11 case.

Jeff J. Friedman, Esq., a Katten Muchin partner, discloses the
firm's professionals hourly rates:

           Professional               Hourly Rate
           ------------               -----------
           Partners                   $305 - $725
           Counsel                    $345 - $625
           Associates                 $170 - $435
           Paraprofessionals          $100 - $300

The firm received a $250,000 retainer prior to the company's
chapter 11 filing.

Mr. Friedman assures the Court that the firm is a "disinterested
person" as that term is defined in sections 101(14) and 327 of the
bankruptcy code.

Headquartered in London, England, The Consumers Trust filed for
chapter 11 protection on Dec. 5, 2005 (Bankr. S.D.N.Y. Case No.
05-60155).  Jeff J. Friedman, Esq., at Katten Muchin Rosenman LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
between $1 million to $10 million in total assets and more than
$100 million in total debts.


CONTINENTAL AIRLINES: Reaches New Contract with Flight Attendants
-----------------------------------------------------------------
Continental Airlines (NYSE: CAL) reached an agreement with the
International Association of Machinists covering the company's
flight attendants.

Continental's Chairman and CEO Larry Kellner joined the talks
yesterday, along with Robert Roach, Jr., the general vice
president, transportation of the IAM.

"I want to thank the IAM leadership and its negotiating team for
working together with Continental to get this deal done within the
deadline set by the National Mediation Board," said Larry Kellner,
Continental's chairman and chief executive officer.  "Now, we must
go forward and get this agreement ratified."

The IAM is preparing detailed communications to its membership
explaining the agreement, which is subject to ratification by the
flight attendants.  The company is not releasing details of the
agreement in order to allow the union to communicate directly with
its members.  Results of the ratification process are expected in
January 2006.

Talks between Continental Airlines and the IAM resumed earlier
this week at the offices of the NMB in Washington, D.C.  The NMB
had stated this was a final bargaining session and that failure to
get this agreement could have resulted in a release from
mediation.

Yesterday's agreement between Continental Airlines and the IAM,
along with previously announced pay and benefit reductions for
other work groups, concludes the negotiation process with all
Continental's domestic employees.

Continental Airlines -- http://continental.com/-- is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  Fortune ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  Fortune also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2005,
Moody's Investors Service assigned a Ba2 rating to the proposed
Series 2005-ERJ1 Class A Pass Through Certificates of Continental
Airlines, Inc. and affirmed Continental's long-term debt ratings
(corporate family rating at B3).  Moody's said the rating outlook
is negative.


COTT CORP: U.K. Unit's Buy-Out of Macaw Soft Drinks Under Review
----------------------------------------------------------------
Cott Corporation (NYSE:COT; TSX:BCB) reported that the United
Kingdom's Office of Fair Trading has referred the acquisition of
Macaw Soft Drinks by its UK subsidiary, Cott Beverages Ltd., to
the UK Competition Commission for further review.

"It is not uncommon for acquisitions of this kind to be reviewed
by the UK's Competition Commission," commented Andrew Murfin,
Senior Vice President of Cott Corporation and Managing Director of
Cott UK.  "We are confident that the Commission will agree that
this acquisition does nothing to diminish the robust competition
that currently exists among non-alcoholic beverage manufacturers.
We intend to fully cooperate with the review and we expect that
the transaction will meet the criteria for final clearance."

On August 10, 2005, Cott acquired Macaw Soft Drinks, then a
privately owned manufacturer of retailer brand soft drinks, for
approximately $135 million USD (EUR75.7 million).  Macaw's
assets include production lines for carbonated soft drinks,
dilute-to-taste and aseptic beverages in manufacturing plants
located in Nelson, Lancashire.

Pending completion of the Commission's review, Cott has agreed to
operate the former Macaw business without further integrating it
into Cott's UK Division. The Competition Commission is expected to
issue a decision by May 15, 2006.

Cott Corporation is the world's largest retailer brand soft drink
supplier.  Its core markets are the United States, Canada and the
United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit rating and 'B+' subordinated debt rating on the
leading supplier of retailer-branded soft drinks, Toronto, Ont.-
based Cott Corp., on CreditWatch with negative implications.

As reported in the Troubled Company Reporter on Sept. 23, 2005,
Moody's Investors Service placed the ratings for Cott Corporation
under review for possible downgrade following the announcement
that it expects 2005 earnings to be substantially lower than
previous guidance.

These ratings were placed on review for possible downgrade:

  Cott Corporation:

     -- Ba2 corporate family rating

  Cott Beverages, Inc.:

     -- Ba3 rating on the $275 million 8% senior subordinated
        notes, due 2011

The review for possible downgrade will focus on:

   * the impact that the above pressures will have on the
     company's operating profit;

   * cash flow and debt protection measures going forward; and

   * the company's plans for cost reduction efforts and pricing.


CREDIT SUISSE: S&P Assigns Low-B Ratings to $59.5MM Cert. Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Credit Suisse First Boston Mortgage Securities Corp.'s
$2.50 billion commercial mortgage pass-through certificates
series 2005-C6.

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

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Class A-1 through A-4,
A-1-A, A-M, A-J, and B through E are currently being offered
publicly.  Standard & Poor's analysis determined that, on a
weighted average basis, the collateral pool has a debt service
coverage of 1.40x, a beginning LTV of 97.7%, and an ending LTV of
86.6%.

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

                  Preliminary Ratings Assigned
      Credit Suisse First Boston Mortgage Securities Corp.

                                                     Recommended
   Class         Rating              Amount       credit support
   -----         ------              ------       --------------
   A-1*          AAA           $104,000,000              30.000%
   A-2*          AAA           $285,000,000              30.000%
   A-3*          AAA           $195,937,000              30.000%
   A-4*          AAA           $628,000,000              30.000%
   A-1-A*        AAA           $540,277,000              30.000%
   A-M*          AAA           $250,460,000              20.000%
   A-J*          AAA           $178,452,000              12.875%
   B*            AA             $43,830,000              11.125%
   C*            AA-            $28,177,000              10.000%
   D*            A+             $18,785,000               9.250%
   E*            A              $25,046,000               8.250%
   F             A-             $31,307,000               7.000%
   G             BBB+           $31,308,000               5.750%
   H             BBB            $25,046,000               4.750%
   J             BBB-           $28,176,000               3.625%
   K             BB+            $12,523,000               3.125%
   L             BB             $12,523,000               2.625%
   M             BB-             $6,262,000               2.375%
   N             B+              $9,392,000               2.000%
   O             B               $9,392,000               1.625%
   P             B-              $9,392,000               1.250%
   Q             NR             $31,308,313                 N/A
   A-SP**        AAA                    TBD                 N/A
   A-X**         AAA         $2,504,593,313                 N/A

                  * Currently offered publicly.
       ** Interest-only class with notional dollar amount.
                         NR - Not rated.
                      N/A - Not applicable.
                     TBD - To be determined.


DELPHI CORP: Court Denies Sensus' Motion for Decision on Contracts
------------------------------------------------------------------
Sensus Precision Die Casting, Inc., formerly known as Invensys
Precision Die Casting, is a major supplier of aluminum components
to the Debtors, with annual sales of $25,000,000, under long-term
requirements contracts that are embodied in two basic forms of
agreement:

    (i) "Long Term Contracts"; and

   (ii) blanket purchase orders, which are denominated
        "Requirements Contracts."

                        Long Term Contracts

There are two "Long Term Contracts":

    (1) Parties:  Sensus and Delphi LLC
        Term:     July 1, 2003, through June 30, 2006
        Coverage: components ordered by Delphi Thermal & Interior
                  Systems

    (2) Parties:  Sensus and Delphi Automotive Systems LLC
        Term:     January 1, 2004, through December 31, 2006
        Coverage: components ordered by Delphi Saginaw Steering
                  Systems

The Long Term Contracts require Sensus to sell approximately 100%
of its production and service requirements for certain specified
products.  Each Contract specifies an initial price for each
product, and certain adjustments in the prices of the products to
become effective on certain specified dates.

                 Sensus Requirements Contracts

There are five "Requirements Contracts," covering the sale of
Sensus products to be delivered to Delphi plants in Moraine,
Ohio; Athens, Alabama; and Saginaw, Michigan; and to a third-
party subcontractor in Indiana.

Three of the Requirements Contracts cover components ordered by
Delphi Thermal & Interior Systems.

Two Requirements Contracts cover components ordered by Delphi
Saginaw Steering Systems.

Each Requirements Contract is in the form of a blanket purchase
order that requires Sensus to supply all of the applicable
Debtor's requirements for a variety of different components.  The
term of each Requirements Contract ends on December 31, 2006.

Each Requirements Contract sets forth a price for each component
during specified portions of the term of the contract for that
component.  Prices are adjusted periodically to reflect changes
in the price of aluminum as reflected in a specified index.

Historically, from time to time, Requirements Contracts have been
amended to add new components, or to delete obsolete components.
Many but not all components sold by Sensus to Delphi are covered
by both a Requirements Contract and by a Long Term Contract.

                    Tooling Purchase Orders

From time to time, the Debtors have also entered into contracts
with Sensus for the manufacture or acquisition of tooling used by
Sensus in producing components for sale to the Debtors.  These
contracts are in the form of purchase orders, and generally
contemplate a period of several months for the manufacture of
each particular tooling item.

George M. Cheever, Esq., at Kirkpatrick & Lockhart Nicholson
Graham LLP, in Pittsburgh, Pennsylvania, informs The Honorable
Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York that the Debtors are in default under the
Long Term Contracts, the Requirements Contracts, and the Tooling
Purchase Orders, having failed to make full payment for components
sold and delivered to the Debtors and for tooling manufactured or
acquired at their request both prior to and after the Petition
Date.

The total balance due for Sensus' prepetition performance under
the Sensus Contracts is at least $2,801,924, Mr. Cheever reports.
This balance includes, but is not limited to, the price of
components delivered between September 1 and October 8, 2005.

Although the Debtors have made some payments to Sensus for its
postpetition performance under the Sensus Contracts, they have
not fully compensated Sensus for that performance.  Since the
Sensus Contracts are executory contracts within the purview of
Section 365 of the Bankruptcy Code, Sensus, Mr. Cheever asserts,
has an unperformed obligation to sell goods to the Debtors, who,
in turn, has an unperformed obligation to pay for them.

Sensus asked Judge Drain to compel the Debtors to determine
whether to assume or reject the Sensus Contracts without further
delay.
                        *     *     *

For the reasons stated in its bench ruling, the Court denies
Sensus Precision Die Casting, Inc.'s request.

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: Court Denies Solectron's Motion for Contract Deadline
------------------------------------------------------------------
Kenneth T. Law, Esq., at Bialson, Bergen & Schwab, in Palo Alto,
California, relates that on August 17, 2001, Solectron Corporation
entered into a written contract with Delphi Automotive Systems
LLC, which provided that the Debtors would purchase from Solectron
certain goods, components and products in accordance with written
purchase orders submitted to Solectron from time-to-time.  The
Debtors bargained for the attachment of their "General Terms And
Conditions," all of which were subsumed into the Contract.

On June 30, 2004, Solectron and the Debtors entered into an
Amendment to the Contract which further refined the terms and
conditions of the agreement between the parties.  In particular,
the Amendment provided a "Material Commitment Authorization."
Thereafter, Solectron purchased and delivered Products to the
Debtors as required under the Contract.

As of October 7, 2005, the Debtors owed Solectron $10,980,848,
for prepetition liabilities under the Contract.

Since the Petition Date, Solectron, Mr. Law informs the U.S.
Bankruptcy Court for the Southern District of New York, has not
received any payments due under the Contract despite the Debtors'
indication that they have sufficient monetary funds to pay for the
financial obligations to be incurred under the Contract.  Thus,
Solectron remains an unsecured creditor of the Debtors for the
full outstanding prepetition Contract liabilities.

Accordingly, Solectron asked the Court to fix the deadline by
which the Debtors must assume or reject the Contract.

Solectron maintains that the financial hardship that could be
imposed on it should the Debtors not promptly decide whether to
assume or reject the Contract provides the exigent circumstances
justifying the imposition of a deadline fixing an earlier time to
assume or reject the Contract.

                     *     *     *

For the reasons stated in its bench ruling, the Court denies
Solectron Manufactura De Mexico S. A.'s request.

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)


DENBURY RESOURCES: Moody's Rates New $150 Million Sub. Notes at B2
------------------------------------------------------------------
Moody's affirmed the Ba3 Corporate Family Rating for Denbury
Resources, Inc. and the B2 rating on the existing $225 million of
senior subordinated notes.  Moody's also assigned a B2 rating to
the company's new $150 million senior subordinated notes offering.

The outlook is stable.

The new notes will be used to partially fund the company's pending
$250 million acquisition of approximately 14.3 mmboe proven
reserves (about 98% proven developed) properties located in
Mississippi and Alabama.  The balance of the acquisition, at least
initially, will be funded by borrowings under its credit facility.

Though the ratings are affirmed, they remain restrained by:

   * Denbury's relatively small proven developed reserves scale
     compared to similarly rated peers;

   * currently higher than historical leverage on its PD reserve
     base;

   * the significant amount of performance risk, lead time risk,
     capital requirements, and price risk associated with the
     company's reserves recovered by CO2 tertiary methods;

   * the need for supportive commodity prices given the high cost,
     energy intensive, and unconventional nature of the majority
     of the company's reserves and the disproportionate impact a
     commodity price correction/modification would have on the
     company's overall returns;

   * a degree of concentration risk of the pro forma property
     base; and

   * sector wide rising cost pressures which is likely to impact
     cash margins.

The ratings affirmation reflects:

   * the company's solid operating performance evidenced by steady
     production growth since the sale of the offshore properties
     (with the exception of the most recent quarter which was
     negatively impacted due to the hurricanes);

   * very competitive leveraged full cycle ratio indicating ample
     ability to internally fund reserves replacement;

   * a durable production base that is focused in the
     onshore U.S.;

   * the company's success to date in growing its CO2 tertiary
     recovery fields;

   * historically appropriate leverage on the PD reserve base;

   * the supportive outlook for commodity prices; and

   * a very seasoned management team.

The outlook remains stable as Moody's expects the company to
execute its near-term leverage reduction plan.

However, downward pressure on the outlook would result:

   * from Moody's review of 2005 year results and whether there is
     a sustained elevated leverage on a PD reserve basis with no
     clear trend of moving leverage in a direction to levels more
     compatible with the ratings (leverage reduction could result
     from considerable PD reserve adds or the issuance of
     additional common equity);

   * if there is an apparent stalling in the company's sequential
     quarter production trends;

   * from a significant deterioration in the company's capital
     productivity; or

   * if the company is not generating the at least the level of
     production response expected with the newly acquired
     reserves.

A positive outlook may be considered by Moody's if the company's
capital productivity remains solid as evidenced by:

   * continued reserves replacement with a balance of PD and
     proven undeveloped reserves at still competitive costs;

   * significant growth in total PD reserves and further
     diversification of reserves;

   * reduction and maintenance of leverage on the PD reserves
     within $5.00/boe;

   * sustained positive sequential quarterly production trends;
     and

   * demonstration that the company is exceeding its projections
     on the acquired properties and is funding the capital
     requirements internally.

Moody's took these ratings action for Denbury Resources:

   * Affirmed the Ba3 corporate family rating

   * Affirmed the B2 rating on the existing $225 million of senior
     subordinated notes

   * Assigned a B2 rating to $150 million of new senior
     subordinated notes

Moody's estimates that Denbury is paying a high $17.48/boe of
proven reserves and an exceedingly high $113,636/boe of daily
flowing production.  The properties are mature fields that thus
far have been recovered using primary methods and is expected to
have little current production which partially drives the high
cost per flowing barrel of production.  Nonetheless, Moody's views
the acquisition as expensive and puts pressure on Denbury to
realize increased production through its tertiary methods
especially while commodity prices remain supportive.

Initially, the all debt funded acquisition pushes pro-forma
leverage on the proven developed reserves from $4.22/boe at year-
end 2004 to a high pro-forma $6.79/boe of PD reserves, which
Moody's views as high for the current ratings.  Given management's
track record of maintaining leverage more in line with its ratings
and its property base, Moody's believes the company will work on
reducing leverage.  However Moody's will monitor how quickly it is
done and to what extent.  In assessing Denbury's total leverage,
Moody's currently adjusts debt for the volumetric production
payments obligations, the Genesis related bank debt, and operating
leases.

Denbury has gained significantly from having minimum hedges in
place as it has been able to capitalize on the high prices in the
recent environment.  This, in addition to competitive finding and
development costs, has allowed Denbury to maintain a competitive
leveraged full cycle ratio which currently provides Denbury with
the ability to readily internally fund its reserve replacement.
However, while the lack of hedging has benefited the company, it
also exposes Denbury in the event of a decline in prices.

Given the high level of lease operating expense (total LOE &
production tax per barrel were at a high $13.12) associated with
CO2 recovery efforts which pushes up unit economics to a very high
$27.51 versus competitors, the company is disproportionately
exposed in the event of a drop in prices.  In its most recent
acquisitions, Denbury has chosen to hedge current production to
protect the current proved developed producing reserves for the
next several years and has done so at fairly attractive prices
which will help sustain its unit economics but thus far, the
company has not hedged more than approximately one-third of
production.

Pro-forma for the recent acquisitions, Denbury has a proved
developed reserve life of more than 7 years partially benefiting
from the 2004 divestiture of offshore Gulf of Mexico properties.
Moody's views Denbury's departure last year from the offshore Gulf
of Mexico as a strategic positive for the company.  The departure
allows Denbury to focus on more core areas where it can leverage
its expertise and away from a more risky, expensive play.  The PD
reserve life provides the company with a relatively durable
production base from which it can grow.

However, the company continues to be exposed to the Mississippi
area from where it generates almost three quarters of its daily
production both through unconventional methods (CO2 and water
flooding).  The Tinsley and Eucutta field acquisitions will only
boost the percentage of production coming from this area.  Denbury
purchased these properties in an attempt to further ramp up
production through tertiary CO2 efforts.

While Moody's does not expect any immediate impact to production
resulting from CO2 operations given that they are generally costly
and require long lead times to build the necessary infrastructure
and generate the expected response from CO2 injections, these
properties do provide an opportunity for Denbury to eventually
ramp up production in an area where it can leverage its CO2
resources.

The company does have reserves and production in onshore Louisiana
and the non-core Barnett Shale.  However, the Louisiana
properties, which account for about 18% of daily production, have
a PD Reserve life of only 3.6 years, which denotes high re-
investment risk.  The Barnett Shale currently represent about 7%
of daily production and is located in the non-core area which to
date has not yet been clearly demonstrated as a consistent success
for other operators in the area.  Moody's notes that Denbury has
been successful at growing its production in this area by 194%
over the past three years, however, Moody's will be closely
monitoring Denbury's progress here as it plans to nearly double
its Barnett Shale capital spending in 2006.

Since 1999, Denbury has managed to almost double daily production
partially through its CO2 and water flooding techniques.  CO2
related production currently accounts for approximately 30% of
total production.  The CO2 flood recovery method allows Denbury to
maintain fairly competitive finding and development costs due to
the nature of the CO2 operations.  For example, drillbit F&D last
year was at a low $5.38 with three year drillbit F&D at a very
competitive $7.06.  While three year F&D costs were also low at
$7.64, the company is seeing some cost pressures similar to the
rest of the industry as seen in its $9.74 one year all-sources F&D
Cost.

The acquired properties include majority working interests in
three fields:

   * the Tinsley Field which is approximately 40 miles NW of
     Jackson, Mississippi;

   * Citronelle Field in SW Alabama; and

   * the South Cypress Creek Filed near the company's Eucutta
     Field in Eastern Mississippi.

All three of these fields are CO2 tertiary recovery candidates
which has been one of the primary focuses of Denbury.

The company already has a working knowledge of the Tinsley Field
after having acquired a working interest from other third parties.
The acquisition also includes an 8" pipeline from the company's
Jackson Dome area to Tinsley.  This pipeline currently transports
natural gas but the company plans on utilizing it to transport CO2
to this field.  The Citronelle field however, would require an
estimated 60 to 70 mile extension from the company's Free State
CO2 pipeline currently under construction.  The development of
this field, which has approximately two-thirds of the acquired
reserves, has no definitive timetable and may put an additional
burden on the Tinsley field for a response which the company
perceives, has the greatest tertiary recovery potential.

Denbury Resources, Inc. is headquartered in Plano, Texas.


DENBURY RESOURCES: S&P Rates Proposed $150MM Sr. Sub. Notes at B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to oil
and gas exploration and production company Denbury Resources
Inc.'s proposed $150 million senior subordinated notes due 2015.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit rating on Denbury.

The outlook is stable.  Pro forma for the note offering, Dallas,
Texas-based Denbury will have roughly $480 million of debt
outstanding.

Proceeds from the note offering will partially finance Denbury's
announced $250 million acquisition of certain oil and gas
properties located in Mississippi and Alabama, which is expected
to close in late January 2006.

Denbury will finance the remainder of the acquisition through a
combination of cash on hand and revolver borrowings.

"After the initial financing of the acquisition, Denbury's
financial leverage will be high," said Standard & Poor's credit
analyst David Lundberg.

"In order for Denbury to remain comfortably in 'BB' category, we
would expect the company to reduce debt levels, preferably through
equity issuance," said Mr. Lundberg.

Standard & Poor's also said that the stable outlook on Denbury
reflects the favorable near-term outlook for commodity prices and
the company's consistent operating results.


DURANGO GEORGIA: LandMar Group Submits Winning Bid for Assets
-------------------------------------------------------------
Bridge Associates, LLC, through Anthony Schnelling, a member of
the firm acting as the Trustee for the Durango Georgia Paper
Bankruptcy Estate, disclosed that the LandMar Group, LLC, has
submitted a winning bid for substantially all of real property and
certain selected personal property assets held by the Bankruptcy
Estate of Durango Georgia Paper Company.  The bid is subject to
approval by the Bankruptcy Court, which is scheduled to convene on
Monday, Dec. 12, 2005.  The assets sold for a total of
$42,086,000.

After the auction, Mr. Schnelling said that, "[Yester]day's
auction shows what can be accomplished when you are willing to
think out of the box and to seek a creative solution to a problem.
The Durango Georgia Paper Mill was clearly a distressed property,
with limited value as a moth-balled paper plant.  We saw what we
believed to be its true potential, and today's auction validates
that faith.  We believe this is a process that can be replicated
in similar situation around the country where there are distressed
properties that can be transformed into higher and better uses."

Jim Cullis, Regional Manager for the LandMar Group, commented, "We
are extremely excited to be selected as the winning bidder.  The
project represents a natural continuation of our efforts in
Georgia, and we now have the opportunity to create a new
waterfront marina.  We look forward to working closely with
community leaders in St. Marys, along with representatives from
local, state and federal environmental agencies in a collaborative
effort."

Ward Stone, Jr., legal counsel for the estate, stated, "I am
personally pleased not only for the estate's creditors who are now
expected to receive a significantly greater recovery than when we
began this process, but also for the residents of St. Marys, who
will have the benefit of a new multi-use real estate development,
including a waterfront marina."

An involuntary Chapter 7 bankruptcy petition was filed against
Durango Georgia Paper Company on Oct. 29, 2002.  The Debtor
converted its case to a voluntary Chapter 11 in November of that
year.  Bridge Associates, LLC, was appointed as Trustee in the
Case under the terms of a Plan of Liquidation approved by
creditors and confirmed by the Bankruptcy Court in June, 2004.

The Durango estate has been represented in connection with this
transaction by Anthony H.N. Schnelling of Bridge Associates, LLC,
as Trustee; Mitch Kahn, Al Liebermann and Natalie Wilensky of
Hilco Real Estate, LLC of Northbrook, Illinois, as exclusive real
estate advisor, and by Ward Stone, Jr. of Stone & Baxter, LLP, a
law firm based in Macon, Georgia, as counsel.

                     About the LandMar Group

The LandMar Group is based in Jacksonville, Florida. Since its
founding in 1987, LandMar has set the standard for developing
premier residential properties throughout Florida and the
Southeast.  LandMar's signature communities reflect a commitment
to excellence with uncompromising design and construction. Adding
to our strength in the market, the company aligned with Crescent
Resources, LLC, a premier real estate development and land
management firm that is a subsidiary of Duke Energy.

                      About Durango Georgia

Headquartered in St. Mary's, Georgia, Durango Georgia --
http://www.durangopaper.com/-- was a nationally recognized
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service.  On Oct. 29. 2002,
Durango's creditors filed an involuntary chapter 7 petition
against it and the Company consented to the petition.  The Company
filed for chapter 11 relief on Nov. 20, 2002 (Bankr. S.D. Ga. Case
No. 02-21669).  George H. Mccallum, Esq., at Stone & Baxter, LLP,
Kate D. Strain, Esq., at Hunter, Maclean, Exley & Dunn, PC, and
Neil P. Olack, Esq., at Duane Morris LLP, represent the Debtor in
its restructuring efforts.  Bridge Associates, LLC, was appointed
as Trustee in the Case under the terms of a Plan of Liquidation
approved by creditors and confirmed by the Bankruptcy Court in
June 2004.


ECUITY INC: De Leon & Co. Raises Going Concern Doubt
----------------------------------------------------
De Leon & Company, PA, expressed substantial doubt Ecuity, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended June 30,
2005 and 2004.  The auditing firm pointed to the Company's current
year losses from operations of $4,975,844, $7,745,527 net capital
deficiency and $20,718,711 cumulative deficit at June 30, 2005

In its form 10-KSB submitted with the Securities and Exchange
Commission on Nov. 17, 2005, Ecuity reported a $4,975,844 net loss
on $3,067,278 of revenues for the year ended June 30, 2005, versus
a $11,252,719 net loss on $2,135,343 of revenues for the
comparable period in 2004.  The decreased loss was due primarily
to the write downs in the year ended June 30, 2004 for impairment
in the carrying value of technology, acquired fixed asset and
customer list, aggregating $5,702,843.

The Company's balance sheet showed $2,197,605 in total assets at
June 30, 2005, and liabilities of $9,550,135, resulting in a
stockholders' deficit of $7,352,530.  At June 30, 2005, Ecuity had
a working capital deficit of $7,745,527.

At June 30, 2004, the Company had approximately $1,979,600 of
outstanding obligations owed to various trade vendors of which
approximately $1,734,600 is past due. The Company also has
approximately $843,360 in additional defaulted lease obligations.

                    Digitaria Purchase Offer

On Nov. 7, 2005, Ecuity entered into a preliminary letter of
intent with Digitaria Communications Networks, LLC, under the
terms of which Digitaria will seek to acquire over 50% of the
Stock of Ecuity.  Execution of the acquisition will be contingent
upon Digitaria completing a fund raising that will allow Digitaria
to raise the funds necessary to make this acquisition.

Digitaria also stated its intention to seek to purchase the
interest of Cornell Capital, Ecuity's senior secured lender, and
to provide future funding to the operations of Ecuity as debt or
equity or prepaid services.

As part of the Digitaria's offer, Ecuity and Digitaria set forth
the intention of the parties for Ecuity to provide VoIP and other
telecommunications services under an exclusive services agreement
to provide services to Fiber To The Premise (FTTP) communities
that may be developed by or through Digitaria.

                      About Ecuity

Ecuity is a facilities-based telecommunication carrier providing
Voice over Internet Protocol service offerings as well as legacy
telecommunication services. Ecuity currently provides VoIP
services over FTTP including fiber to residences and businesses,
VoIP over WiFi, Business VoIP Services including IP-PBX and IP-
Centrix solutions, "SmartCall" VoIP services utilizing a
downloadable soft-client on a customer's PC or other Windows
compatible computing device, and conference calling.


EMERITUS ASSISTED: Buys Three Senior Communities for $18 Million
----------------------------------------------------------------
Emeritus Assisted Living (AMEX: ESC) acquired three communities
located in Arkansas.  The communities offer retirement and
assisted living services for seniors and have a combined capacity
of 253 units.  The Company purchased the communities for
approximately $18 million.

Emeritus Assisted Living -- http://www.emeritus.com/-- is a
national provider of assisted living and related services to
seniors.  Emeritus is one of the largest developers and operators
of freestanding assisted living communities throughout the United
States.  These communities provide a residential housing
alternative for senior citizens who need help with the activities
of daily living with an emphasis on assistance with personal care
services to provide residents with an opportunity for support in
the aging process.  Emeritus currently holds interests in 182
communities representing capacity for approximately 18,400
residents in 34 states.

As of September 30, 2005, Emeritus' equity deficit widened to
$134,220,000 from a $128,319,000 equity deficit at Dec. 31, 2004.


ENRON CORP: Asks Court OK on $182-Mil EDF Energy Claims Settlement
------------------------------------------------------------------
EDF Energy PLC, formerly known as London Electricity Group PLC,
is a party to:

    * a Grid Trade Master Agreement, dated February 28, 2001, with
      Enron Capital & Trade Resources Limited;

    * an NBP Natural Gas Agreement, dated March 9, 2000, with
      Enron Gas Petrochemicals Trading Limited; and

    * a Cross-Netting Agreement, dated November 20, 2001, with
      ECTRL and EGPTL.

On March 9, 2000, Enron Corp. executed a guarantee in favor of
EDF not exceeding GBP75,000,000 guaranteeing the obligations of
EGPTL under the NBP Agreement.

On November 20, 2001, Enron issued a guarantee in favor of EDF
not exceeding GBP100,000,000 guaranteeing the obligations of
ECTRL and EGPTL under the CN Agreement, NBP Agreement and GT
Agreement.

On August 14, 2002, EDF filed Claim No. 2682 as a general
unsecured claim against Enron for GBP175,000,000 under the 2000
and 2001 Guaranties.  Enron objected to the Claim on the grounds
that the 2001 Guaranty amends and supersedes the 2000 Guaranty in
its entirety.  As a result, Enron asserts that the Claim should
be reduced and allowed for GBP100,000,000.

Enron wants to enter into a negotiated resolution of the Claim
and the Objection.  Accordingly, in a Settlement Agreement, Enron
and EDF agree that:

    (a) Claim No. 2682 will be allowed as a Class 4 general
        unsecured claim against Enron for GBP128,000,000,
        equivalent to $182,284,800 as of the Petition Date;

    (b) they will mutually release one another; and

    (c) all scheduled liabilities related to Claim No. 2682 will
        be disallowed and expunged.

Enron asks Judge Gonzalez to approve the Settlement Agreement.

Absent the Settlement Agreement, Enron will be forced to expend
additional estate resources litigating the Objection, Melanie
Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York, says.
"The attendant litigation will necessarily be more expensive and
time-consuming than the negotiations that have already concluded
regarding Claim No. 2682."

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

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


ENRON CORP: Wants Court Nod on Nevada Settlement Agreement
----------------------------------------------------------
Nevada Power Company, Sierra Pacific Power Company and Sierra
Pacific Resources -- the Nevada Companies -- and some of the Enron
Corporation Debtors engaged in complex and disputed regulatory
proceedings arising from events in the western energy markets from
Jan. 16, 1997, through June 25, 2003, as well as Enron Power
Marketing Inc.'s termination of certain long-term forward power
contracts with the Nevada Companies in May 2002.

The Nevada Companies filed proofs of claim against the Debtors.

To avoid future disputes and litigation, Reorganized Debtors
Enron Corp.; EPMI; Enron North America Corp.; Enron Energy
Marketing Corp.; Enron Energy Services Inc.; Enron Energy
Services North America, Inc.; Enron Capital & Trade Resources
International Corp.; Enron Energy Services, LLC; Enron Energy
Services Operations, Inc.; Enron Natural Gas Marketing Corp. and
ENA Upstream Company, LLC, entered into a settlement agreement
with the Nevada Companies.

The Settlement Agreement settles the regulatory proceedings,
appellate proceedings, litigation and claims between the Enron
Parties and the Nevada Companies.  The salient terms of the
Agreement are:

(A) Monetary Considerations

     The Nevada Companies will be granted an allowed Class 6
     unsecured claim against Enron Power Marketing Inc.
     aggregating $126,500,000.  The Aggregate Allowed Claim will
     be allocated to Nevada Power for $80,707,000, and to Sierra
     Power for $45,793,000.  The allowance is without offset,
     defense or reduction on account of any claim or counterclaim
     that the Enron Parties may have against any of the Nevada
     Companies.

     The Settlement Agreement also provides for the Enron Parties
     to receive monetary consideration from the Nevada Companies.
     Immediately after the Settlement Effective Date, the Nevada
     Companies will pay Enron $129,000,000, as termination
     payment arising from Enron's termination of certain forward
     power contracts with Nevada Power and Sierra Power in May
     2002.

(B) Non-Monetary Considerations

     The Nevada Companies will dismiss with prejudice a lawsuit
     styled Sierra Pacific Resources, et al., v. Citigroup, Inc.,
     et al., Civil Action No. 05-CV-00981 (Consolidated Civil
     Action No. H-01-3624 in the United States District Court,
     Southern District of Texas, Houston Division).  Immediately
     after the Settlement Effective Date, the Nevada Companies
     will release, with prejudice, all claims relating to dealings
     with Enron, against Enron and the defendants named in the
     Investment Bank Litigation.

     In return for the Aggregate Allowed Claim, the Nevada
     Companies will transfer, assign and convey to Enron any of
     the Nevada Companies' rights and claims to allocable shares,
     as determined under the allocation methodology adopted by the
     Federal Energy Regulatory Commission in litigation.  Enron
     may be finally required to disgorge in the EPMI, et al.,
     proceeding in FERC Docket Nos. EL-03-180, EL03-154, EL02-114-
     007, EL02-115-008 and EL02-113 -- the Partnership/Gaming
     Proceeding.  At the Debtor's request, the Nevada Companies
     will execute and deliver documents and other books of record,
     and will cooperate as necessary to effectuate the Nevada
     Companies' transfer, conveyance and assignment of those
     rights to allocable shares to Enron.

     Each of the Nevada Companies will terminate their
     participation in these FERC Proceedings:

        * the Partnership/Gaming Proceeding;

        * Nevada Power, et al., v. EPMI, FERC Docket No. EL04-1 --
          Termination Proceeding;

        * Nevada Power, et al., v. EPMI, FERC Docket No. EL02-28;

        * FERC Docket Nos. EL00-95, et al.;

        * FERC Docket Nos. PA02-2 and IN03-10;

        * FERC Docket No. EL02-71;

        * EPMI, et al., Docket Nos. EL03-77 and RP03-311;

        * Puget Sound Energy Inc. v. All Jurisdictional Sellers of
          Energy or Capacity in the Pacific Northwest, Docket No.
          EL01-10-000;

        * Public Utility District No. 1 of Snohomish County,
          Washington v. EPMI FERC Docket No. EL05-139-000;

        * Luzenac America Inc. v. EPMI, FERC Docket No. EL06-8-
          000; and

        * City of Santa Clara, California v. EPMI, Docket No.
          EL04-114-000.

     The Nevada Companies will also withdraw their appeals arising
     from the adversary proceeding captioned EPMI v. Nevada Power,
     et al., Adversary Proceeding No. 02-02520.

     Enron will withdraw all requests for relief against the
     Nevada Companies, except as otherwise reserved, in the FERC
     Proceedings and will withdraw any appeal or potential appeal
     it may have in relation to the Adversary Proceeding.

(C) Mutual Releases

     All claims against the Debtors from January 16, 1997, through
     June 25, 2003 -- the Settlement Period -- by the Nevada
     Companies for refunds, disgorgement of profits, or other
     remedies in the FERC Proceedings and the Adversary Proceeding
     will be deemed settled and fully resolved with prejudice.

     All claims against the Nevada Companies for the Settlement
     Period by Enron, claimed in the Termination Proceeding or the
     Adversary Proceeding, will be deemed resolved with prejudice
     and settled.

     The FERC Proceedings will not be deemed settled as to any
     Non-Settling Parties.

     Each of the Enron Debtors releases the Nevada Companies from
     all claims, obligations, causes of action liabilities under
     specified provisions of the Bankruptcy Code.

     The Nevada Companies will not oppose any request by Enron
     made to the FERC, the California Power Exchange Corporation,
     the California Independent System Operator Corporation, the
     Enron Bankruptcy Court, or any other party or forum for the
     release to Enron of the Enron PX Collateral.

     The Nevada Companies and Enron will be deemed to have
     mutually released all claims under the Federal Power Act and
     Natural Gas Act and civil damages pertaining to the
     allegations that, in the Settlement Period, Enron or the
     Nevada Companies charged unlawful electric energy rates and
     manipulated the western electricity markets in any way, and
     has profited from it.

     The Nevada Companies forever release Enron as to all asserted
     administrative expense claims with respect to overpayments
     arising from Enron's meter reading errors and overcharges to
     California ISO market participants.

A full-text copy of the Settlement Agreement is available for
free at http://ResearchArchives.com/t/s?3a8

Howard B. Comet, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the compromise embodied in the Settlement
Agreement is fair, equitable and reasonable.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement in its entirety.

The Settlement is subject to certain conditions precedent to
effectiveness as set forth in the Settlement Agreement and is
subject also to the final approval of the FERC.

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

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


ENTERGY NEW ORLEANS: Court Okays Panel's Hiring of FTI as Advisors
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 3, 2005 the Official Committee of Unsecured Creditors
appointed in Entergy New Orleans, Inc.'s bankruptcy case seeks the
U.S. Bankruptcy Court for the Eastern District of Louisiana's
authority to retain FTI Consulting, Inc., to perform financial
advisory services in the Debtor's Chapter 11 case, nunc pro tunc
to October 13, 2005.

The Committee recognizes that FTI has a wealth of experience in
providing financial advisory services in restructurings and
reorganizations and enjoys an excellent reputation for services
it has rendered in large and complex Chapter 11 cases on behalf
of debtors and creditors throughout the United States.

The Committee believes that FTI's services are necessary to enable
the Committee to assess and monitor the efforts of the Debtor and
its professional advisors to maximize the value of the estate and
to reorganize successfully.

The Creditors Committee believes that FTI will provide valuable
assistance to it and the Court in evaluating various business and
financial aspects of the case.  The Creditors Committee asserts
that FTI's proposed compensation arrangement is reasonable.

For its services, FTI seeks a $125,000 fixed monthly compensation
for the first two months and $100,000 per month thereafter, plus
reimbursement of actual and necessary expenses incurred.

                       *     *     *

The Honorable Jerry A. Brown of the Bankruptcy Court for the
Eastern District of Louisiana authorizes the Creditors Committee
to retain FTI as of November 1, 2005, for a fixed $100,000 monthly
compensation for November and December 2005, and thereafter as
approved by the Court, plus reimbursement of actual and necessary
expenses incurred by FTI.

The Court will re-examine the need for FTI's services to the
Creditors Committee after December 31, 2005.

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: Court Denies Panel's Hiring of Haynes & Boone
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 2, 2005, the Official Committee of Unsecured Creditors
appointed in Entergy New Orleans, Inc.'s bankruptcy case asked the
U.S. Bankruptcy Court for the Eastern District of Louisiana's
authority to retain Haynes and Boone, LLP, as its bankruptcy
counsel effective October 12, 2005.

The Committee selected Haynes and Boone because of the firm's
extensive experience in bankruptcy and reorganization matters.

                    Entergy Corp. Objects

Entergy Corporation asserts that it is not reasonable and
necessary for the Official Committee of Unsecured Creditors to be
represented by three different law firms.  Entergy believes that
despite the best good faith efforts of the professionals, there
is the strong possibility that having three separate law firms
will result in unavoidable and unnecessary duplication of
services.

Thus, Entergy asked the Court to deny the Creditors Committee's
request to retain Haynes and Boone, LLP.

The Bank of New York, as successor trustee pursuant to a Mortgage
and Deed of Trust dated as of May 1, 1987, supported Entergy's
assertions.

                   Creditors Committee Responds

The Official Committee of Unsecured Creditors argues that with
the challenges present in the Debtor's Chapter 11 case, the
unsecured creditors need a strong voice to maximize potential
recoveries and to avoid marginalization by other constituencies.

Section 1103(a) of the Bankruptcy Code authorizes the employment
by a committee of one or more attorneys, accountants, or other
agents, to represent or perform services for the committee.

Accordingly, in addition to the law firms of Mintz, Levin, Cohn,
Ferris, Glovsky, and Popeo, PC, and Liskow & Lewis, the Creditors
Committee selected Haynes and Boone because of the firm's
extensive experience in bankruptcy and reorganization matters,
and in the representation of creditors' committees.

The Creditors Committee also based its decision to retain Haynes
and Boone in part on the firm's specialized expertise in
distressed power and energy cases.

                          *     *     *

The Honorable Jerry A. Brown of the Bankruptcy Court for the
Eastern District of Louisiana denies the Creditors Committee's
request to employ Haynes & Boone.

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: Court Denies Panel's Hiring of Mintz Levin
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 2, 2005, The Official Committee of Unsecured Creditors
appointed in Entergy New Orleans, Inc.'s bankrutpcy case asked the
U.S. Bankruptcy Court for the Eastern District of Louisiana's
authority to engage Mintz, Levin, Cohn, Ferris, Glovsky, and
Popeo, PC as its special counsel to handle certain matters.

                   Entergy Corp. Objects

Entergy Corporation asked the Court to deny the Official Committee
of Unsecured Creditors' request to retain Mintz, Levin, Cohn,
Ferris, Glovsky, and Popeo, PC.

Entergy Corp., tells the Honorable Jerry A. Brown of the
Bankruptcy Court for the Eastern District of Louisiana that the
Creditors Committee also seeks to retain Haynes and Boone, LLP,
and Liskow & Lewis, and three law firms is two too many.

It is not reasonable and necessary for the Creditors Committee to
be represented by three different firms considering that the
Committee only represents 6% of the Debtor's total debt, David S.
Rubin, Esq., at Kantrow, Spaht, Weaver & Blitzer, in Baton Rouge,
Louisiana, contends.

Of additional concern, Mr. Rubin notes, is the apparent intention
that the Committee will undertake certain legislation or lobbying
issues.  "Entergy has an extensive legislative affairs office in
Washington, DC and immediately after Katrina struck employed
legislative and lobbying professionals to assist Entergy and [the
Debtor] in seeking governmental assistance for New Orleans and
[the Debtor]" Mr. Rubin discloses.

Entergy welcomes the efforts of any party to promote governmental
assistance for the rebuilding and restoration of New Orleans and
the Debtor.  However, at the present time, Entergy does not
believe that additional effort by professionals engaged by the
Creditors Committee in that arena will be materially beneficial
at this time nor warranted as a cost to be borne by the Debtor's
estate.

                     Bank of New York Opposes

The Bank of New York, as successor trustee pursuant to a Mortgage
and Deed of Trust dated as of May 1, 1987, agrees with Entergy's
arguments.

Tristan Manthey, Esq., at Heller, Draper, Hayden, Patrick and
Horn, L.L.C., in Baton Rouge, Louisiana, points out that the
Court may want to consider if it is premature to allow an Interim
Committee to select other professionals to represent a permanent
unsecured creditors whose membership has not yet been determined.
The permanent committee, once appointed, will obviously inherit
the professionals retained by the Interim Committee.

Moreover, it is anticipated that the Debtor will seek to use its
DIP facility to pay the fees and expenses of any professionals
engaged to represent the Interim Committee.  The Bank of New York
reiterates its continuing objection to the use of any funds from
the DIP Facility to pay these administrative obligations.

The Bank of New York asks the Court to deny the Creditors
Committee's request.

                   Creditors Committee Responds

The Official Committee of Unsecured Creditors assures the Court
that it has worked towards minimizing duplication of efforts and
has negotiated a reduction of Haynes and Boone's and Mintz
Levin's billing rates to further minimize costs to the Debtor's
estate.

The Creditors Committee believes that its interest in the
Debtor's Chapter 11 case would be best served by retention of a
firm whose focus would not be diluted by case administration
responsibilities associated with that of general bankruptcy
counsel.

The Creditors Committee also wanted a lawyer who had substantial
hands-on experience in litigation in bankruptcy court of issues
relating to the extent and priority of liens and valuation of
collateral.  The Creditors Committee has concluded that Mintz
Levin is the right firm for the task.

                          *     *     *

Judge Brown finds that the Creditors Committee doesn't require
the services of Mintz Levin for now.  Judge Brown denies the
Committee's application to hire the law firm.

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)


EPICUS COMMUNICATIONS: Emerges from Chapter 11 Protection
---------------------------------------------------------
Epicus Communications Group, Inc. (OTCBB:EPUCQ) has emerged from
its Chapter 11 bankruptcy proceedings as a newly reorganized
company.

The company will no longer function as a holding company, but as
part of its plan of reorganization, has acquired the assets of its
former operating subsidiary, Epicus, Inc., and will now operate as
a Competitive Local Exchange Carrier, providing telecommunications
services to both business and residential customers.  The new
trading symbol for the company will be announced immediately upon
receipt.

Both Epicus Communications Group, Inc. and Epicus, Inc. had filed
for Chapter 11 bankruptcy protection in October of 2004.

In order to successfully reorganize, ECG received additional
capital investment help from its largest creditor, who
restructured its existing debentures, and issued an additional
$3.5 million in new debentures to enable ECG to structure a plan
of reorganization that was accepted by its creditors and approved
by the bankruptcy court.

The Plan of Reorganization calls for the company to reverse split
its stock 1-for-1000.  The existing "old equity" shareholders will
maintain 40% of the issued and outstanding common shares of the
newly reorganized company.  The company also announced Mark
Schaftlein, a member of Ocean Avenue Advisors, LLC, who is a
current advisor to Epicus in its reorganization, will become its
Chief Executive Officer.

"We are among the very few telecom companies to exit successfully
from bankruptcy with its shareholders maintaining a substantial
interest in the company," ECG President Gerard Haryman, said.

Headquartered in West Palm Beach, Florida, Epicus Group is a
holding company with a primary goal of investing in its current
telecommunications assets.  Epicus, Inc., it's a wholly-owned
subsidiary is an integrated communications provider with voice and
data service in the continuous 48 states, international long
distance in 240 countries with local exchange services in 7
southeastern states.  The Debtors filed for chapter 11 protection
on Oct. 25, 2004 (Bankr. S.D. Fla Case Nos. 04-34915 and
04-34916).  Alvin S Goldstein, Esq., represents the Debtors in
their restructuring efforts.

The Court confirmed Epicus' Plan of Reorganization on
Sept. 30, 2005.


EUROFRESH INC: S&P Junks Proposed $25 Mil. Sr. Subordinated Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and a recovery rating of '1' to Eurofresh Inc.'s proposed
$60 million senior secured credit facility, indicating the
expectation of full recovery of principal in the event of a
payment default.

Standard & Poor's also assigned its 'B-' rating to Eurofresh's
proposed $170 million seven-year senior unsecured notes due 2012
and 'CCC+' rating to the proposed $25 million eight-year senior
subordinated notes due 2013.

Standard & Poor's also revised its outlook on Willcox,
Arizona-based greenhouse tomato grower to negative from stable.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating and its existing 'B+' bank loan rating on
Eurofresh's $125 million credit facility.  Pro forma total debt
outstanding at Sept. 30, 2005, was about $215 million.

Proceeds of the issuances, along with equity invested by Bank of
America Capital Investors, will be used to refinance Eurofresh's
existing credit facility and pay an approximate $132 million
dividend to the company's owners.  The ratings are based on
preliminary terms and are subject to review upon final
documentation.  Ratings for the existing $125 million credit
facility will be withdrawn upon completion of the refinancing.

"The outlook revision reflects the sizable debt-financed dividend
to shareholders, which substantially weakens credit metrics and
represents a more aggressive financial policy," said Standard &
Poor's credit analyst Alison Sullivan. Payment of the dividend
will result in the addition of $115 million of incremental balance
sheet debt or $156 million, including incremental new preferred
stock.


FISH HOUSE: Acquired by Questor Partners' Chef Solutions Unit
-------------------------------------------------------------
Chef Solutions, a leading provider of refrigerated prepared foods
and specialty bakery products to the retail and foodservice
industry, announced the acquisition of Fish House Foods of Vista,
California.  Fish House is a producer of refrigerated prepared
foods for some of the largest and most innovative companies in the
retail food industry.

Chef Solutions is owned by Questor Partners, a private equity
firm.  Fish House Foods is privately held.  Terms of the
transaction were not disclosed.  David Carey at The Deal reports
that sources familiar with the deal said Schaumburg, Ill.-based
Chef Solutions recently inked a $100 million credit package with
Foothill Financial to pay for Vista, Calif.-based Fish House Foods
and to refinance its $40 million of existing debt.  Mr. Carey adds
that Questor injected $10 million of additional equity, boosting
its total investment in Chef Solutions to $85 million.

"We believe this acquisition will be a textbook example of how
combining two strong businesses can benefit both companies, their
customers and their employees," said Steve Silk, President and
Chief Executive Officer of Chef Solutions.   "Fish House Foods
supplies leading supermarket chains with the high-quality, ready-
made meals and side dishes and other products that today's time-
harried consumers desire.  As a combined business under the Orval
Kent banner, Fish House Foods and Orval Kent will be better able
to expand to meet the growing demand for prepared meal solutions.
The transaction will also allow Chef Solutions to gain stronger
access to the supermarket industry through Fish House's excellent
relationships.

"Ron Butler, who built the Fish House business over the past 20
years, will join Chef Solutions as an equity holder and as a
member of the board of directors and the senior management team,
where he will be responsible for product innovation and customer
relations for the Orval Kent division" Silk said.

Butler said: "Chef Solutions is a thriving company with an
exceptional management team and outstanding production
capabilities.  Our businesses are extremely complementary.  I
can't imagine a better partner with which to merge our operations
and customer relationships."

Dean Anderson, the Questor Managing Director who led the Chef
Solutions and Fish House Foods acquisitions, noted:  "We are
delighted to be able to give Steve Silk and his team more to work
with.  The management team has done a wonderful job with Chef
Solutions and we are excited to add more capabilities to what is
shaping up to be a very good investment."

The acquisition is the first by Chef Solutions since Questor
Partners purchased the company in June 2004 from Lufthansa, the
German airline.  Questor specializes in purchasing underperforming
businesses or non-core operations of large corporations.  Chef
Solutions had been Lufthansa's non-airline prepared-food business
in the United States and Canada, and its performance under
Lufthansa had been lagging.  Fish House Foods was not a distressed
company but rather a strategic addition to the rejuvenated Orval
Kent division.

John Janitz, co-managing principal of Questor, noted that much of
Questor's operational improvement agenda for Chef Solutions had
now been successfully completed and the Company was now more
focused on profitable growth.  Since the acquisition, the
company's earnings have increased by nearly $30 million through
the execution of the restructuring plan outlined prior to closing.

Chef Solutions has undergone significant changes since it was
purchased by Questor, including installation of a new senior
management team, reorganization of the company into the Orval
Kent, Pennant and I&K divisions and full implementation of the
turnaround plan that was developed prior to closing.  The plan
included an elimination of excessive SG&A, closure of three
facilities, renegotiation of contracts for materials and services
and the implementation of lean manufacturing practices to improve
operational efficiency, reduce operating costs and improve
customer service and product quality.  As a result of this greater
accountability and efficiency, the company has also significantly
improved customer service levels and the company's ability to be
an excellent business partner for its customers, helping them to
bring quality products and solutions to market quickly.

Chef Solutions' three business divisions: Orval Kent Foods,
Pennant Foods and I&K Distributors, provide outsourced
manufacturing and distribution of fresh prepared foods and bakery
products under such brand names as Orval Kent, Yoder's, Pennant,
La Francaise, Michigan and Renos.  The company operates nine
facilities in North America and has approximately 2,600 employees.
Products include salads, sides, desserts, fruit, frozen dough,
cookies, croissants, muffins and doughnut and cake mixes.

Fish House Foods produces private-label salads, dips, spreads and
other related products for its supermarket customers. The company
has annual revenues of approximately $70 million. It operates one
facility in California and has approximately 300 employees.

The Fish House Foods acquisition is the latest in a series of
recent transactions by Questor or its portfolio companies.

     -- last week, Questor completed a debt financing for PinnOak
        Resources LLC, a portfolio company that produces
        metallurgical coal for the steel industry.  The financing
        enables PinnOak to pay a $125 million dividend to equity
        holders.

     -- in October, Questor and Polar Corporation, a leading
        manufacturer, distributor and service provider for the
        light-duty and heavy-duty trailer industry, acquired two
        companies that will further strengthen Polar's position in
        trailer-parts distribution and in the high-growth Gulf
        Coast marine market.

    -- in September, Questor posted a substantial gain when it
       sold GeoLogistics Corp., a major international freight
       forwarder and logistics services provider, to PWC Logistics
       of Kuwait for US $454 million; and

   --  in August, Questor sold the last of its position in GenTek,
       an industrial conglomerate that went into Chapter 11 three
       years ago, also for a substantial gain.  Questor had
       invested in the company's distressed debt during the
       Chapter 11 proceedings.

                    About Questor

Questor Management Company LLC has offices in Southfield,
Michigan, Chicago and New York, and manages the Questor Partners
Funds, which have more than $1.1 billion of committed equity
capital.  Questor's objective is to acquire underperforming
businesses that are in transition and offer the potential for
superior returns with the application of appropriate levels of
capital and management expertise.  Since it was founded in 1995,
the company has successfully completed more than 20 acquisitions
worldwide.


GENEVA STEEL: Ch. 11 Trustee Wants to Hire Tanner LC as Auditors
----------------------------------------------------------------
James T. Markus, the chapter 11 Trustee for Geneva Steel LLC, asks
the U.S. Bankruptcy Court for the District of Utah for permission
to employ Tanner LC as his accountants and auditors.

Tanner LC will:

   1) prepare the 2004, 2005 and, if necessary, the 2006 tax
      returns for Geneva Steel Holdings Corporation and its
      subsidiaries;

   2) complete the 2003 annual audits required for the Geneva
      Steel Union Employee Pension Plan, the Geneva Steel Union
      Employee Savings Plan, the Geneva Steel Management Employee
      Pension Plan and the Geneva Steel Management Employee
      Savings Plan; and

   3) render all other accounting and auditing services to the
      chapter 11 Trustee in connection with the liquidation of the
      assets of the estate or the administration of the Debtor's
      chapter 11 case.

Ray Ellison, a member of Tanner LC, is one of the lead
professionals from the Firm performing services to the chapter 11
Trustee.

Mr. Ellison reports Tanner LC's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $240 - $310
      Associates            $85 - $190

Tanner LC assures the Court that it does not represent any
interest materially adverse to the chapter 11 Trustee and the
Debtor and is a disinterested person as that term is defined in
Section 101(14) of the Bankruptcy Code.

The Court will convene a hearing at 10:00 a.m., on January 3,
2006, to consider the chapter 11 Trustee's request.

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP, represent the Debtor in its
chapter 11 proceedings.  James T. Markus was appointed as the
chapter 11 Trustee for the Debtor's estate on June 22, 2005.  John
F. Young, Esq., at Block Markus & Williams, LLC represents the
chapter 11 Trustee.  When the Company filed for protection from
its creditors, it listed $262 million in total assets and
$192 million in total debts.


GREEN TREE: S&P Puts D Ratings on Two Securitization Trust Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
two classes from two manufactured housing transactions related to
Green Tree Servicing LLC.

The lowered ratings reflect the reduced likelihood that investors
will receive timely interest and the ultimate repayment of their
original principal investments.  Green Tree Financial Corp.
Manufactured Housing Trust 1998-3 reported an outstanding
liquidation loss interest shortfall for its B-1 class on the
November 2005 and December 2005 payment dates.  Manufactured
Housing Contract Senior/Subordinate Pass-Through Certificates
Series 2001-1 reported an outstanding liquidation loss interest
shortfall for its M-2 class on the December 2005 payment date.

Standard & Poor's believes that interest shortfalls for these
transactions will continue to be prevalent in the future, given
the adverse performance trends displayed by the underlying pools
of collateral, as well as the location of mezzanine and
subordinate class write-down interest at the bottom of the
transactions' payment priorities after distributions of senior
principal.

As of the December 2005 payment date, series 1998-3 and 2001-1 had
experienced cumulative net losses of 14.15% and 20.18% of their
respective initial pool balances, respectively.

Standard & Poor's will continue to monitor the outstanding ratings
associated with these transactions in anticipation of future
defaults.

                         Ratings Lowered

  Green Tree Financial Corp. Manufactured Housing Trust 1998-3

                                Rating
                    Class   To          From
                    -----   --          ----
                    B-1     D           CCC-

        Manufactured Housing Contract Senior/Subordinate
             Pass-Through Certificates Series 2001-1

                                Rating
                    Class   To          From
                    -----   --          ----
                    M-2     D           CC


HAWAIIAN TELCOM: S&P Junks Senior Unsecured & Sub. Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Hawaiian
Telcom Communications, Inc. and related entities, and placed the
ratings on CreditWatch with negative implications.  The corporate
credit rating was lowered to 'B' from 'B+' and the senior
unsecured debt rating and senior subordinated debt ratings were
lowered to 'CCC+' from 'B-'.  The bank loan rating on the senior
secured credit facility was lowered to 'B' from 'B+', with a
recovery rating of '3' indicating the expectation for a meaningful
recovery in the event of a payment default.  The recovery rating
is not on CreditWatch.

"The downgrades reflect pressure on credit protection measures
because of the additional expense associated with the recently
announced delay in transitioning back office operations from
Verizon Communications, Inc. to BearingPoint, Inc., the service
provider chosen by Hawaiian Telcom to build and operate its back
office systems," said Standard & Poor's credit analyst Susan
Madison.

The downgrades also reflect the impact of a heightened
competitive environment.  While Hawaiian Telcom can absorb the
increased expenses associated with the two-month extension of the
transition services agreement with Verizon, the CreditWatch
recognizes that an extension beyond April 1, 2006, would cost
approximately $20 million per month, and could result in a further
downgrade.  Hawaiian Telcom is an independent local exchange
provider providing integrated communications services to
approximately 651,000 switched access lines through the State of
Hawaii.  Total debt outstanding at Sept. 30, 2005, was
approximately $1.3 billion.

Hawaiian Telcom recently disclosed that approximately 20% of back
office systems needed to assume operational support of local, long
distance and internet service from Verizon are incomplete, and
some systems are unlikely to finished by the original February
2006 cutoff date.  As a result, Hawaiian Telcom has extended its
transition services agreement with Verizon for two months at the
cost of approximately $10 million per month, which is considerably
more than the cost to provision the service through BearingPoint.


In addition to costs associated with the Verizon contract
extension, concerns regarding increased competition from Oceanic
Time Warner, which began commercial deployment of cable telephony
in Oahu in mid-2005, also factored into the rating downgrade.
Recent access-line losses in the 5%-6% range, have put pressure on
local service revenues.  Although access-line declines are
impacting the industry as a whole, S&P is concerned that Hawaiian
Telcom's ability to react quickly to new competitive threats, or
offset customer losses with growth in additional services such as
long distance and DSL, has been hindered by the amount of time and
attention need to resolve transition issues.


HUDSON COUNTY: S&P Shaves Revenue Bonds' Rating to BB from BBB-
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its rating on
Hudson County Improvement Authority, New Jersey's solid waste
system revenue bonds to 'BB' from 'BBB-', primarily reflecting an
increased dependence on alternative revenues, including for the
first time, in fiscal 2004, Stranded Debt Relief Aid from the
state to subsidize tipping fees at the market rate and provide for
debt service payments on the bonds, which are secured by net
revenues of the solid waste system.  The outlook is stable.

The need to repay debt for a nonperforming asset continues to
place the authority in an uncompetitive position, and, as such,
the authority is expected to continue to use available funds,
primarily monies received as a result of the Koppers site sale and
state aid, to not only support tipping fees but also to support
debt service on the system's revenue bonds into the future.  This
growing reliance on nonsystem revenues to provide for ongoing
debt service is inconsistent with solid waste system debt rated in
the investment grade category.

Other rating factors include:

     * legal provisions that do not require the system to meet
       debt service from operating revenues on an annual basis;

     * the below-average competitiveness of the system; and

     * weakened debt service coverage from net system operating
       revenues, which fell to an extremely low 0.2x in fiscal
       2004 from an already weak 0.6x in fiscal 2003.

The stable outlook reflects:

     * the expectation that the authority will continue to seek
       Stranded Debt Relief Aid from the state;

     * use monies, albeit at a reduced annual amount from the
       Koppers sale to augment operating revenues; and

     * increase tipping fees as needed to support solid waste
       operations on a long-term basis.

In 1993, the authority issued $60 million of debt to fund the cost
associated with the acquisition of a site and other costs incurred
with the development of a resource recovery facility.  Later that
year, the authority abandoned the resource recovery project and
issued $12.5 million of county-guaranteed debt a year later to
fund the termination of the authority's proposed resource recovery
facility project and fund the development and implementation of
alternate disposal strategies.  Those two issues were refunded in
1998 when the authority issued $97.7 million of solid waste system
revenue bonds, of which $94.2 million remained outstanding at the
close of fiscal 2004.

As a result of the abandoning of the resource recovery project in
1998, the costs incurred in that project were reclassified from
construction in progress to deferred charges in anticipation of
such charges being partially recovered from the sale or use of the
resource recovery project site, the Koppers site.  Hudson County
entered into an agreement with the authority that, if by June 2001
the site were not sold, the county would purchase an interest
in the site for $33 million payable in installments beginning in
fiscal 2001 and extending through fiscal 2003.  The site was not
sold and the county has provided for the full payment of the
agreed-upon price.  The payments from the county eliminated the
deferred charges from the authority's balance sheet while
increasing its current assets.

The solid waste system component operations have been contracted
out in a nondiscriminatory manner.  Therefore, the authority
believes that it is able to enforce flow control to keep all the
waste into the system.

Approximately $27.23 million of debt is affected.


HUNTSMAN CORP: S&P Puts BB- Rating on Planned $350MM Sr. Sec. Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Huntsman Corp. (BB-/Positive/--), and its subsidiaries, Huntsman
International LLC, and Huntsman Advanced Materials LLC.

At the same time, Standard & Poor's assigned its 'BB-' rating and
a recovery rating of '2' to Huntsman International's proposed $350
million senior secured credit facility, an add-on to the existing
$1.8 billion term loan B due 2012.  The 'BB-' rating is the same
as the corporate credit rating.  This and the '2'-recovery rating
reflect the expectation for a substantial recovery of principal in
the event of a payment default.

The proceeds from the proposed facility add-on will be used,
together with cash on hand, to fund the purchase of the remaining
9.7% of Huntsman Advanced Materials not held by Huntsman Corp. and
to complete the previously announced redemption of $250 million of
11% senior secured notes at Huntsman Advanced Materials.  In
connection with the financing transaction, Huntsman Corp. will
merge Huntsman Advanced Materials into Huntsman International,
effectively consolidating all of Huntsman's businesses into
Huntsman International, a wholly owned subsidiary of Huntsman
Corp.

Standard & Poor's expects to withdraw the ratings on Huntsman
Advanced Materials upon closing of the merger.

"A successful IPO in 2005 and the use of proceeds for debt
reduction improved the capital structure, which together with good
sources of liquidity and stronger operating results, add
considerable support to the current ratings," said Standard &
Poor's credit analyst Kyle Loughlin.  "Higher ratings are possible
within the next one to two years if favorable business conditions
persist as expected, although ratings will continue to balance
improvement to the financial profile against the uncertainty
associated with a cyclical business."

Salt Lake City, Utah-based Huntsman Corp. is a holding company
with diverse chemical operations generating annual sales of
approximately $13 billion.  Ratings are supported by a
satisfactory business risk profile, reflective of the considerable
scope of its well-established chemical businesses, but more than
offset by an improving, albeit still-aggressive, capital
structure.  The company's substantial debt burden elevates
vulnerability to economic and industry cycles somewhat, although
the capital structure improved meaningfully after a $1.5 billion
IPO of common and preferred stock at the parent company, Huntsman
Corp., during February 2005.


JP MORGAN: Fitch Affirms Low-B Ratings on Four Certificate Classes
------------------------------------------------------------------
Fitch Ratings affirms these J.P Morgan Mortgage Trust issues:

   Series 2003-A1

     -- 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-A2

     -- 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'.

All of the mortgage loans in the series 2003-A1 transaction were
originated by Cendant Mortgage Corporation.  All of the mortgage
loans in the series 2003-A2 transaction were originated by
Countrywide Home Loans, Inc., Cendant Mortgage Corporation, and
Wells Fargo Home Mortgage, Inc.  The mortgage loans consist
primarily of conventional, adjustable-rate, fully amortizing,
first lien residential mortgage loans with an original term to
maturity of 30 years.  J.P. Morgan Mortgage Acquisition Corp., a
Delaware corporation, had previously acquired the mortgage loans
from the originators.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $408.3 million of outstanding certificates.  As of
the November 2005 distribution date, series 2003-A1 transaction is
25 months seasoned, and series 2003-A2 transaction is 24 months
seasoned.  All classes in both transactions have experienced small
to moderate growth in CE since the last rating action date, and
there have been no collateral losses to date.  The current pool
factors are approximately 80% and 70% for series 2003-A1 and
2003-A2 transactions, respectively.

All of the mortgage loans in the series 2003-A1 transaction are
serviced by PHH Mortgage Corporation, rated 'RPS1' by Fitch.  All
of the mortgage loans in the series 2003-A2 transaction are
serviced by Countrywide Home Loans, Inc., PHH Mortgage
Corporation, and Wells Fargo Home Mortgage, Inc.  The master
servicer for the series 2003-A2 transaction is Wells Fargo Bank
Minnesota, National Association, rated 'RMS1' by Fitch.

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


KAISER ALUMINUM: Insurance Claims Estimated at Zero for Voting
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted
Kaiser Aluminum Corporation and its debtor-affiliates' request to
estimate the Insurance Claims at $0, pursuant to Section 502(c)(1)
of the Bankruptcy Code, and disallow the Insurance Claims for
voting purposes.  The ACE Companies' objection is overruled.

Judge Fitzgerald further rules that:

     (1) Claim Nos. 7162, 7174, 7516, 7520 and 7523 filed by the
         ACE Companies for performance of the insured's various
         obligations under the ACE policies are estimated at zero
         for plan confirmation purposes, subject to the right of
         the ACE Companies to request reconsideration of the ACE
         claims if any person or entity makes a claim for
         coverage under the ACE policies that are subject of the
         ACE claims;

     (2) the Distribution Trustee will reserve in escrow $1 for
         the ACE claims asserted against Alpart Jamaica, Inc.,
         Kaiser Jamaica Corporation, Kaiser Alumina Australia
         Corporation, and Kaiser Finance Company until the time
         the Liquidating Debtors are dissolved; and

     (3) unless the ACE claims have been allowed pursuant to a
         Court order prior to the dissolution of the Liquidating
         Debtors, the Distribution Trustee will pay itself the
         $1 reserved in escrow as additional compensation for its
         services and will reserve no further amounts for the ACE
         claims.

As previously reported in the Troubled Company Reporter on
November 17, 2005, the Insurance Claims assert identical
contingent and unliquidated claims against each of the Debtors for
any amounts potentially owing under 30 separate insurance policies
issued to Kaiser Aluminum & Chemical Corporation, including any
additional premium payments, deductibles or other expenses that
may become due under the Policies

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, contends that under any methodology, the
Insurance Claims should be estimated at zero because the ACE
Companies denied any obligation to even provide coverage to the
Debtors under the Policies in the Coverage Litigation.  "The ACE
Companies cannot possibly have any claim against the [Debtors],
whether for deductibles, retrospective premium payments or other
amounts, if the ACE Companies have no obligation to provide
coverage under the Policies."

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)


KANSAS CITY: S&P Places Low-B Ratings on Shelf Registration
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned a preliminary 'BB-'
senior secured rating, a preliminary 'B+' senior unsecured rating,
and a preliminary 'B-' preferred stock rating to Kansas City
Southern's (BB-/Stable/--) universal shelf registration.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's $210 million cumulative perpetual preferred stock
issue.  The preferred stock is being used to repurchase the shares
of Kansas City Southern common stock recently sold by Grupo TMM
S.A.  The Kansas City, Missouri-based freight railroad has about
$1.8 billion of lease-adjusted debt.

"The ratings reflect Kansas City Southern's leveraged capital
structure and challenges associated with the integration of its
Mexican subsidiary TFM S.A. de C.V. [recently renamed Kansas City
Southern de Mexico S.A. de C.V.], offset by the favorable
characteristics of the U.S. freight railroad industry and the
company's strategically located rail network," said Standard &
Poor's credit analyst Lisa Jenkins.

Kansas City Southern is a Class 1 U.S. freight railroad.  It is
significantly smaller and less diversified than its peers but
operates a very strategically located rail network in the central
U.S.  With the acquisition of its Mexican affiliate in April 2005,
Kansas City Southern should be better able to take advantage of
its north-south route orientation and NAFTA trade opportunities.

Kansas City Southern de Mexico serves the three largest cities in
Mexico, representing a majority of the Mexican population and GDP.
Its rail lines connect with the principal border gateway and
largest freight exchange point between the U.S. and Mexico at
Nuevo Laredo/Laredo and serves three of the four principal
seaports in Mexico.

Ratings are based on the expectation that credit protection
measures will improve at Kansas City Southern over the next two
years as a result of benefits from the integration of KCSM and
from continuing healthy market fundamentals.  If the improvement
exceeds the levels factored into current ratings, the outlook
could be revised to positive.


KIMBALL HILL: S&P Assigns B Rating to Planned $200M Sr. Sub. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Kimball Hill Inc.

At the same time, a preliminary 'B' rating is assigned to Kimball
Hill's proposed $200 million senior subordinated note issuance.
The outlook is stable.

"The ratings reflect Kimball Hill's long operating history of
conservative geographic expansion solely through organic growth,
as well as its good diversification of revenue, profitability, and
land holdings and its solid profitability measures," explained
Standard & Poor's credit analyst Elizabeth Campbell.  "These
strengths are somewhat offset by a more highly leveraged balance
sheet and a smaller, highly concentrated equity base relative to
better-capitalized public competitors, which results in a somewhat
high proportion of off-balance-sheet obligations as a percentage
of the company's equity base."

The proposed senior unsecured subordinated debt offering and a
proposed bank facility mark the company's shift toward unsecured
borrowing to finance its future growth.

"Successful efforts by management to demonstrate a commitment to
reducing the company's above-average leverage could prompt
consideration of future upward ratings movement," Ms. Campbell
noted.  "Conversely, should a material decline in operating
results drive financial measures down, the ratings could be
lowered."


LIBERTY MEDIA: Provide Acquisition Prompts S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' corporate
credit rating on Englewood, Colorado-based Liberty Media Corp.
remains on CreditWatch, where it was placed with negative
implications on Nov. 10, 2005.  The CreditWatch update followed
Liberty's announcement that it has signed a definitive agreement
to acquire Provide Commerce Inc.

The CreditWatch listing continues to reflect uncertainty
surrounding Liberty's plan to create a tracking stock for its
interactive assets, which may or may not lead to a spin-off.  The
capital structures at the tracking company and at Liberty, and the
process through which the transaction is completed are further
areas of concern.  Total debt outstanding as of Sept. 30, 2005,
was $10.3 billion.

Liberty will pay $477 million in cash, representing a 23x trailing
EBITDA multiple, for Provide, an e-commerce marketplace of Web
sites for perishable goods marketed under the ProFlowers, Cherry
Moon Farms, Uptown Prime, and Secret Spoon brands.  "The
acquisition will boost Liberty's online presence," said Standard &
Poor's credit analyst Andy Liu, "and could present an interesting
combination with QVC's ongoing online efforts."


MAX GREENBLATT: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Max Greenblatt
        6451 Dieterle Crescent
        Rego Park, New York 11374

Bankruptcy Case No.: 05-60163

Type of Business: Joseph Greenblatt (related somehow to Max
                  Greenblatt) filed for chapter 11 protection
                  on Nov. 29, 2005 (Bankr. S.D.N.Y. Case
                  No. 05-60142).

Chapter 11 Petition Date: December 6, 2005

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: David Carlebach, Esq.
                  Law Offices of David Carlebach
                  40 Exchange Place
                  New York, New York 10005
                  Tel: (212) 785-3041
                  Fax: (212) 785-3618

Total Assets: Less than $50,000

Total Debts:  $10 Million to $50 Million

Debtor's Largest Unsecured Creditor:

   Entity                                 Claim Amount
   ------                                 ------------
   Peter C. Harvey                         $42,000,000
   As Receiver
   Booker Rabinowitz, et al.
   100 Executive Drive, Suite 100
   West Orange, NJ 07052
   Attn: Richard D. Trenk


MAYTAG CORP: Fitch Places BB+ Rating on New Sec. Credit Facility
----------------------------------------------------------------
After completion of a new $600 million asset-based, senior secured
facility, which has replaced an existing $300 million credit
facility, Fitch:

     * assigned a 'BB+' rating and 'RR1' recovery rating to Maytag
       Corporation's new secured credit facility,

     * lowered the rating and recovery rating on MYG's senior
       unsecured notes to 'B+' and 'RR4' from 'BB' and 'RR2',
       respectively, and

     * withdrawn its ratings on the existing facility.

The issuer default rating of Maytag Corp. is 'B+'.  All ratings
remain on Rating Watch Evolving, where they were placed on
July 19, 2005.

The recommended rating for the new asset-based facility reflects:

     * its superior position in the capital structure and
     * its outstanding recovery prospects.

The downgrade of the senior unsecured notes reflects:

     * their subordinated position,

     * their reduced recovery prospects in a distressed situation,
       and

     * Maytag's deteriorating operating performance.

By entering into this agreement, Maytag has eliminated any
liquidity risk related to $412 million of debt maturing in 2006.
Large repayments of $185 million and $200 million are due in March
and December, respectively.

MYG's definitive merger agreement with Whirlpool Corp. remains
subject to Department of Justice and the company's stockholder
approvals.  On Oct. 1, 2005, MYG had approximately $974 million of
notes outstanding.

For additional information, see the Fitch press release dated
Oct. 14, 2005 and available on the Fitch Ratings Web site at
http://www.fitchratings.com/


MERIDIAN AUTOMOTIVE: Court Okays Stipulation With Toyota Motor
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Aug. 26, 2005, before filing for bankruptcy, Meridian Automotive
Systems, Inc., and Toyota Motor Credit Corporation entered into
four Commercial Lease Agreements.

Cambridge Industries also entered into two Commercial Lease
Agreements with Toyota, whereby Toyota leased 16 forklifts to
the Debtors:

    Account No.                    Leased Equipment
   -------------         ------------------------------------
   2/3 52814-001         five Toyota Forklifts Model Number
                         7FGCU30, Serial Numbers 65672, 65673,
                         65679, 65683, and 65688

   2/3 52814-002         six Toyota Forklifts Model Number
                         7FGCU25, Serial Nos. 83953, 83992,
                         84019, 84069, 84076, and 84105

   1/1 12770-007         two Toyota Forklifts Model No. 52-
                         6FGU30, Serial Nos. 61783 and 61807

   1/1 25650-008         Toyota Forklift Model number 5FBE18,
                         Serial number 36791

   1/1 25650-009         Toyota Forklift Model Number 5FBE18,
                         Serial No. 36641

   1/1 25650-010         Toyota Forklift Model No. 5FBE18, Serial
                         No. 37062

                      Settlement Agreement

Judge Walrath put her stamp of approval on a Stipulation
memorializing a settlement of the dispute between Toyota Motor
Credit Corporation and the Debtors.  The Stipulation provides
that:

    (1) The Debtors will pay to Toyota:

         (i) postpetition arrears totaling $6,731; and

        (ii) postpetition amounts owing under the commercial lease
             agreements between the parties, or any extension, as
             they become due and payable, until the Debtors
             surrender the equipment under the Commercial Leases
             to Toyota, or its designated agent;

    (2) The Debtors will perform maintenance, service and repairs
        and maintain insurance on the Equipment in accordance with
        the terms of the Commercial Leases;

    (3) The Debtors will surrender the Equipment to Toyota, or its
        designated agent, at a date which is mutually agreeable to
        the parties; and

    (4) The automatic stay will be lifted solely for the limited
        purpose of selling or otherwise disposing of the Equipment
        in Toyota's discretion, effective upon surrender, without
        further Court order.

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).


MERRILL LYNCH: Moody's Rates CDN$1.01 Million Class L Certs. at B3
------------------------------------------------------------------
Moody's Investors Service assigned these definitive ratings to
certificates issued by Merrill Lynch Financial Assets Inc.
Commercial Mortgage Pass-Through Certificates,
Series 2005-Canada 17:

   -- Aaa to the CDN$233.25 million Class A-1 Certificates due
      December 2021

   -- Aaa to the CDN$217.83 million Class A-2 Certificates due
      December 2021

   -- Aa2 to the CDN$9.55 million Class B Certificates due
      December 2021

   -- A2 to the CDN$10.76 million Class C Certificates due
      December 2021

   -- Baa2 to the CDN$10.96 million Class D Certificates due
      December 2021

   -- Baa3 to the CDN$1.16 million Class E Certificates due
      December 2021

   -- Ba1 to the CDN$3.72 million Class F Certificates due
      December 2021

   -- Ba2 to the CDN$3.87 million Class G Certificates due
      December 2021

   -- Ba3 to the CDN$0.96 million Class H Certificates due
      December 2021

   -- B1 to the CDN$1.01 million Class J Certificates due
      December 2021

   -- B2 to the CDN$1.06 million Class K Certificates due
      December 2021

   -- B3 to the CDN$1.01 million Class L Certificates due
      December 2021

   -- Aaa to the CDN$483.12* million Class XP-1 Certificates due
      December 2021

   -- Aaa to the CDN$0.001* million Class XP-2 Certificates due
      December 2021

   -- Aaa to the CDN$502.81* million Class XC Certificates due
      December 2021

      * Initial notional amount

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include:

   * its high percentage of less risky asset classes (multifamily,
     industrial, anchored retail);

   * recourse on 52.7% of the pool;

   * the diversity of the collateral; and

   * the creditor friendly legal environment in Canada.

Moody's concerns include the concentration of the pool, where the
top ten loans account for 65.8% of the total pool balance and the
existence of subordinated debt on 24.1% of the pool.  Moody's
beginning loan-to-value ratio was 86.0% on a weighted average
basis.

Moody's issued provisional ratings on the above Certificates on
November 17, 2005.


NEW WORLD PASTA: Exits Bankruptcy Protection & Appoints New CEO
---------------------------------------------------------------
New World Pasta Company has successfully emerged from its Chapter
11 reorganization proceedings and has completed its new financing
and credit agreements with Morgan Stanley Senior Funding, Inc., GE
Capital Markets, Inc. and Wells Fargo Foothill, Inc.

A new chief executive officer has also been appointed to lead the
Reorganized company.

Scott Greenwood has been named as the new Chief Executive Officer
of the Company.  Mr. Greenwood's most recent position before New
World Pasta was U.S. President of Puratos Corporation, a worldwide
supplier to bakery and patisserie customers.  Prior to Puratos,
Mr. Greenwood served in a variety of roles of increasing
responsibility and breadth at Dole Food Company, Inc., including
President of Dole Fresh Flowers, Unilever and General Mills
Canada, Inc.  Mr. Greenwood, age 47, brings with him more than 20
years of leading experience in the food and consumer packaged
goods industries.

Paul S. Levy, founder of JLL Partners Inc. and the Chairman of the
Company's Board of Directors, said, "We are delighted that Scott
has decided to join New World Pasta.  He brings to our Company a
track record of success, with a demonstrated ability to focus on
the operational and functional disciplines which provide the
platform for the near-term, while at the same time developing and
implementing a longer-range strategic vision."

                         Exit Financing

As part of its bankruptcy exit, the Company finalized $240 million
in new financing from Morgan Stanley Senior Funding, Inc., GE
Capital Markets, Inc., and Wells Fargo Foothill, Inc.

"New World Pasta emerges from its restructuring under Chapter 11
as a reinvigorated Company," stated Chief Executive Officer Scott
Greenwood.  "We will continue to focus on profitable business,
efficient operations and disciplined decision-making.  Our leading
and well-known brands of pasta and noodles like Healthy
Harvest(R), Ronzoni(R), San Giorgio(R), Creamette(R), American
Beauty(R) and Catelli(R) make us the largest branded pasta maker
in North America, and they provide us further opportunities for
profitable growth.  This is an exciting time for New World Pasta,
and I'm looking forward to being part of it."

Mr. Greenwood replaces Lisa Donahue as the Company's Chief
Executive Officer.  Ms. Donahue, who joined New World Pasta in
June 2004, is a principal at AlixPartners LLC, a consulting firm
that specializes in financial restructuring and operational
performance improvement.

Headquartered in Harrisburg, Pennsylvania, New World Pasta Company
-- http://www.nwpasta.com/-- is a pasta manufacturer in the
United States.  The Company, along with its debtor-affiliates,
filed for chapter 11 protection (Bankr. M.D. Penn. Case No. 04-
02817) on May 10, 2004.  Eric L. Brossman, Esq., and Robert Bein,
Esq., at Saul Ewing LLP, in Harrisburg, serve as the Debtors'
local counsel.  Bonnie Steingart, Esq., and Vivek Melwani, Esq.,
at Fried, Frank, Harris, Shriver & Jacobson LLP, represent the
Creditors' Committee.  In its latest Form 10-Q for the period
ended June 29, 2002, New World Pasta reported $445,579,000 in
total assets and $451,816,000 in total liabilities.

The Court confirmed New World's Third Amended Plan of
Reorganization on Nov. 18, 2005.


NORTHWEST AIRLINES: Won't Make $140-Mil 2005 Pension Contribution
-----------------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, James G. Mathews, vice president-finance and chief
accounting officer of Northwest Airlines Corporation, relates
that effective August 31, 2005, the Company froze future benefit
accruals under the Northwest Airlines Pension Plan for Salaried
Employees, a defined benefit plan that covers 3,600 active
management and salaried personnel.

Mr. Mathews explains that under a plan freeze, no additional
service is credited but defined benefits previously earned are
unaffected.  For periods after August 31, 2005, replacement
pension coverage will be provided for management and salaried
personnel through a 401(k)-type defined contribution plan.

In connection with the plan freeze, Northwest recorded:

   -- a $28,000,000 one-time non-cash curtailment charge; and

   -- a $54,000,000 non-cash pension curtailment charge during
      the third quarter 2005 for the Northwest Airlines Pension
      Plan for Contract employees as the result of contract
      employee reductions that occurred in conjunction with the
      Aircraft Mechanics Fraternal Association strike.

According to Mr. Mathews, additional non-cash curtailment charges
of $400,000,000 would be recorded, if Northwest is successful in
its negotiation to freeze its other defined benefit plans with
unionized workforce.

Mr. Mathews says as a result of the Company's bankruptcy filing,
it did not make scheduled minimum cash contributions to its
qualified defined benefit pension plans of $59,000,000 for
September and $83,000,000 for October.

During the second quarter of 2005, Northwest changed its method
of recognizing certain pension plan administrative expenses
associated with its defined benefit pension plans and now
includes them as a service cost component of net periodic pension
cost.  The impact of this change on the nine months ended
September 30, 2005, was a $28,200,000 increase in net periodic
benefit cost.

On April 10, 2004, the President signed into law the Pension
Funding Equity Act, which reduced current contributions for
certain companies, including Northwest.  Including the effect of
the Pension Act, Mr. Mathews says Northwest's 2005 calendar year
cash contributions to qualified defined benefit pension plans
were expected to approximate $411,000,000.  Through September 14,
2005, the Debtors have contributed $268,000,000 to these plans.

Mr. Mathews informs the SEC that as a result of Northwest's
bankruptcy filing, it does not plan to make additional
contributions during the current calendar year.

Mr. Mathews asserts that absent further legislative relief,
authorization by the Internal Revenue Service to reschedule
future contributions, contractual relief under Northwest's
collective bargaining agreements, substantial changes in interest
rates, or asset returns significantly above the 9.5% annual rate
currently assumed, Northwest will not be able to meet its
contribution requirements for 2006 and beyond based on current
funding projections.

Mr. Mathews assures the SEC that Northwest currently intend to
continue to timely pay the normal cost component of the plans'
minimum funding requirements relating to service rendered
postpetition.

Northwest has appointed an independent fiduciary for all of its
tax-qualified defined benefit pension plans.  The fiduciary is
charged with pursuing, on behalf of the plans, claims to recover
minimum funding contributions due under federal law, to the
extent that Northwest is not continuing to fund the plans due to
bankruptcy prohibitions.  Mr. Mathews states that the plans'
level of underfunding is expected to increase during Northwest's
Chapter 11 cases.

If Northwest obtains sufficient pension relief, on an expedited
basis, and can avoid additional materially adverse business
developments, Mr. Mathews says Northwest will attempt to preserve
its pension plans.  Otherwise, termination of the defined benefit
pension plans would become inevitable, he says.

Northwest Airlines Corporation -- http://www.nwa.com/-- is the
world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Judge Gropper Okays Section 1110 Agreements
---------------------------------------------------------------
To maintain the protection of the automatic stay with respect to
their leased aircraft, Northwest Airlines Corp. and its debtor-
affiliates must agree to perform all obligations under the
applicable agreements and cure defaults in accordance with Section
1110(a) of the Bankruptcy Code on or before November 14, 2005.

The Debtors have determined to perform obligations and cure
defaults, as required by Section 1110(a)(2), with respect to 107
aircraft.  The Debtors asked the U.S. Bankruptcy Court for the
Southern District of New York to approve their Section 1110(a)(2)
undertakings.

A schedule of the Aircraft is available at no charge at:

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

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, assured the Court that the Debtors will perform all
obligations that become due under the relevant aircraft
agreement.  The Debtors will cure any default under the aircraft
agreement:

   (i) in the case of any default that occurred before
       the Petition Date, on or before November 14, 2005; and

  (ii) in the case of any default that occurred after the
       Petition Date and before the expiration of the 60-
       day period provided under Section 1110, on or
       before the later of 30 days after the date of the
       default or November 14.

                         Cargill Objects

Cargill Financial Services International, Inc., holds an interest
in A320 aircraft bearing U.S. Registration No. N304US.  The
Debtors have decided to perform a Section 1110(a) Election with
respect to the Aircraft.

Cargill holds Secured Loan Certificate No. 3 and Secured Loan
Certificate No. 4, each dated August 29, 1989, and issued by
Northwest Airlines, Inc., pursuant to a Flight Equipment Pledge
Agreement dated as of August 23, 1989, as supplemented and
amended in a purchase-money financing transaction in which
Northwest Airlines acquired the Aircraft.  Cargill is also the
current Collateral Agent under and as defined in the Indenture.

Cargill objected to the Section 1110(a) Election unless Northwest
agrees to perform all obligations under the Cargill Aircraft
Agreements in accordance with Section 1110(a)(2)(A).

David A. Rosenzweig, Esq., at Fulbright & Jaworski L.L.P., in
New York, noted that the Debtors listed no cure amounts for the
Aircraft.  Cargill acknowledged that since the September 1, 2005
semi-annual payment made by Northwest Airlines, Inc., the
Indenture and Secured Loan Certificates are not in arrears on
scheduled payments.

However, Mr. Rosenzweig argued that that there may be other
defaults under the Cargill Aircraft Agreements -- concerning for
example the use, maintenance and care of the Cargill Aircraft --
of which Cargill, and perhaps even Northwest Airlines, is not
aware.

Cargill asked the Court to clarify that aircraft parties will not
be barred from asserting and raising defaults under their
aircraft agreements should the defaults be discovered in the
future.

Mr. Rosenzweig added that the Indenture requires the Debtors to
pay certain expenses and fees of Cargill, as Collateral Agent and
holder the Secured Loan Certificates.  Through November 7, 2005,
Cargill has incurred at least $8,000 in legal fees and expenses,
payable under the Indenture, which has not yet been invoiced to
Northwest Airlines.  Cargill requested that this amount, plus any
additional fees and expenses, be either paid as a "cure amount"
on November 14, 2005, or when billed by Cargill in accordance
with the Cargill Aircraft Agreements.

                          *     *     *

Judge Gropper authorizes the Debtors to enter into Section 1110
agreements.  The Debtors, at their option, may file the
agreements under seal or redact information from the agreements.

The Court, however, requires the Debtors to disclose:

   (a) for the aircraft, the U.S. Federal Aviation Administration
       Registration Number;

   (b) for engines not associated with aircraft, the
       manufacturer's serial number; and

   (c) for spare parts not associated with aircraft, the location
       of the parts.

A trustee, whether an owner trustee or an indenture trustee, may
provide a copy of the unredacted Section 1110(b) agreement to the
beneficiaries of its trust.

In no event will the Section 1110(b) agreements with respect to
Equipment securing publicly traded securities be filed under seal
or in redacted form.

The Court also allows the Debtors to perform their obligations
and cure defaults with respect to 107 Aircraft.  The Court
overrules any objections to the extent they have not been
withdrawn or resolved.

Judge Gropper rules that the proposed "Cure Amounts" satisfy the
Debtors' monetary obligations under Section 1110(a)(2)(B) with
respect to the applicable Aircraft.

Provided that the Debtors perform the obligations required by
Section 1110(a)(2) in a timely manner, the automatic stay will
remain in effect with respect to the Aircraft.

To the extent parties with interests in the Aircraft do not agree
with the Cure Amounts and are unable to reach an agreement within
five business days, the Court directs the Debtors to request a
hearing to resolve the disputed cure amounts not later than the
next omnibus hearing date, with payment of the additional cure
amounts as established by the Court, if any, within two business
days after the resolution of the Cure Amounts.

Judge Gropper clarifies that the Order does not bar parties with
interests in the Aircraft from asserting and raising defaults
under their aircraft agreements should defaults be discovered in
the future, nor are those parties deemed to have waived any
rights.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Committee Taps Lazard as Financial Advisors
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Northwest
Airlines Corp. and its debtor-affiliates asks the U.S. Bankruptcy
Court for the Southern District of New York for permission to
retain Lazard Freres & Co. LLC as its financial advisors,
effective October 6, 2005.

R. Douglas Greco, Esq., chairperson of the Creditors Committee,
informs the Court that since October 6, the Firm has:

   (i) reviewed the Debtors' operating and financial information
       and conducted general due diligence on the Debtors'
       business and case matters;

  (ii) met with the Debtors' management, advisors and other
       professionals involved in the cases;

(iii) participated in meetings with the Committee; and

  (iv) responded to inquiries from creditors.

Lazard is an investment banking firm focused on providing
financial and investment banking advice and transaction execution
on behalf of its clients.  It is a registered broker-dealer and
investment advisor registered with the U.S. Securities and
Exchange Commission and is also a member of the National
Association of Securities Dealers.

Mr. Greco relates that the Firm's professionals have been
employed as financial advisors and as investment bankers in a
number of troubled company situations.  Those who will continue
to represent the Air Transportation Stabilization Board in the
ATA Airlines, Inc., Chapter 11 cases, and Lufthansa in the United
Air Lines proceedings will not be involved in the present
engagement, Mr. Greco assures the Court.

Pursuant to an engagement letter, dated October 6, 2005, Lazard
agrees to:

   (a) review and analyze the business model, operations,
       liquidity situation, properties, assets and liabilities,
       financial condition and prospects of the Debtors;

   (b) review, analyze and report to the Creditors Committee with
       respect to the Debtors' business plan;

   (c) evaluate the Debtors' debt capacity in light of their
       projected cash flows;

   (d) review and provide an analysis of any proposed capital
       structure for the Debtors;

   (e) review and provide an analysis of any valuation of the
       Debtors or their assets;

   (f) advise and attend meetings of the Committee as well as due
       diligence meetings with the Debtors or other third parties
       as appropriate;

   (g) advise and assist the Committee in evaluating any
       potential DIP loan or other financing by the Debtors;

   (h) review, analyze and advise the Committee with respect to
       the existing debt structures of the Debtors, and
       refinancing alternatives to existing secured debt;

   (i) review, analyze and provide advice with respect to the
       Debtors' pension plans;

   (j) advise and assist the Committee in analyzing strategic
       alternatives available to the Debtors;

   (k) review and provide an analysis of all proposed
       restructuring plans proposed by any party;

   (l) review and provide an analysis of any new securities,
       other consideration or other inducements to be offered
       and issued under the Plan;

   (m) assist the Committee in negotiations with the Debtors; and

   (n) provide other financial advisory services as the Committee
       or counsel may from time to time request consistent with
       expertise.

The Committee has also retained FTI Consulting, Inc., to provide
financial advisory services.  Mr. Greco explains that in most
complex airline restructuring cases, the creditors committee has
routinely retained two firms -- the UAL Committee retained
Saybrook Restructuring Advisors and Mesirow Financial; the Delta
Air Lines Committee is seeking to retain Houlihan Lokey Howard &
Zukin and Mesirow Financial.

Mr. Greco says Lazard and FTI have developed an appropriate
allocation of responsibilities, thus substantially eliminating
any risk of duplicate work product or inconveniences to the
Debtors.  In addition, Lazard and FTI have both implemented
certain internal measures to improve coordination among
themselves, the Committee and the Debtors, like establishing a
single contact person from each firm and using a single e-mail
address for communication with all the professionals of each
firm.

Lazard will be paid a $275,000 financial advisory fee per month
until the termination of its engagement, subject to any recapture
or credit adjustment and holdback requirements

The Firm will also charge for all reasonable out-of-pocket
expenses incurred on submission of statements for those expenses.

The parties agree that all matters relating to Lazard's
entitlement, if any, to an additional "success" or "completion"
fee will be deferred until the later part of the Debtors' Chapter
11 case.

The Creditors Committee requests that the Debtors provide certain
indemnification and contribution obligations to Lazard.

Daniel Aronson, managing director at Lazard, assures the Court
that Lazard is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

Mr. Aronson, however, discloses that Lazard has advised, or
transacted with, various parties-in-interest in matters unrelated
to the Debtors' Chapter 11 cases.  He adds that, in 1994, a
predecessor company of Lazard participated in a public offering
of 20 million common shares of NWA Corp. as a syndicate member.
The predecessor company was allocated 300,000 shares for
offering, representing less than 2% of the offering, and received
a de minimis fee.

Moreover, as part of its regular business operations, Lazard's
asset management affiliate, Lazard Asset Management LLC, may act
as investment advisor for or trade securities, including on
behalf of creditors, equity holders or other parties-in-interest
in the Debtors' cases, and Lazard managing directors and
employees.  Some of these LAM accounts and funds may now or in
the future hold debt or equity securities of the Debtors.  Lazard
has in place compliance procedures to ensure that no confidential
or non-public information concerning the Debtors has been or will
be available to employees of LAM, Mr. Aronson assures Judge
Gropper.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ORECK CORP: S&P Affirms B+ Ratings Following Katrina Turmoil
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior secured bank loan ratings on vacuum cleaner
manufacturer and distributor Oreck Corp.

Standard & Poor's removed the ratings from CreditWatch with
negative implications, where they were placed on Sept. 1, 2005,
following the aftermath of Hurricane Katrina in August 2005.  The
CreditWatch listing reflected S&P's concerns about potential
damage to the company's headquarters located in New Orleans, and
more importantly, to its primary manufacturing facility located in
Long Beach, Mississippi, and concerns pertaining to the length and
magnitude of disruption of its business.

The outlook is stable.  Total debt outstanding was $200 million at
Sept. 30, 2005.

"The ratings affirmation reflects our belief that the hurricane
did not significantly impact Oreck's business or financial risk
profile," said Standard & Poor's credit analyst Alison Sullivan.

The company has made significant strides in restoring business
operations following Hurricane Katrina.  Oreck's primary
manufacturing facility, which accounts for most of production,
escaped significant weather damage, was reopened after about 10
days, and has returned to approximately 90% of pre-hurricane
production levels.

Oreck's call center and corporate headquarters returned to
Mississippi and Louisiana, respectively, during November after a
temporary move out of state.  The most substantial damage was to
Oreck's air purifier safety stock inventory held at a warehouse.
This was destroyed, and limited product availability will likely
lead to sluggish sales in that category over the next few months
until supply is fully restored.  However, air purifiers are
sourced from Asia, and suppliers are working to rebuild inventory.
Insurance should cover physical damage to facilities, business
interruption and extra expense losses to the business.

In addition, Oreck benefited from favorable media publicity and
resulting positive consumer response.  As a result, Hurricane
Katrina's net impact on EBITDA for fiscal 2006 is expected to be
minimal.


PETERSON MFG: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Peterson Manufacturing Company, Inc.
        fdba Fab-Master
        fdba Lubick Manufacturing Company
        fdba Lubick Industrial Trailers
        700 West 143rd Street
        Plainfield, Illinois 60544

Bankruptcy Case No.: 05-63798

Type of Business: The Debtor offers complete metal fabrication and
                  finishing services.  Additionally, the debtor
                  specializes in custom designed structural steel
                  racks for heavy loads and odd sizes.
                  See http://www.peterson-mfg.com/

Chapter 11 Petition Date: December 7, 2005

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtor's Counsel: Chester H. Foster, Jr., Esq.
                  Foster, Kallen & Smith
                  3825 West 192nd Street
                  Homewood, Illinois 60430
                  Tel: (708) 799-6300
                  Fax: (708) 799-6339

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
O'Brien Steel Service            Trade                 $295,670
1700 Northeast Adams Street
P.O. Box 5699
Peoria, IL 61601
Attn: Greg O'Brien

Caterpillar, Inc.                Trade                 $272,741
P.O. Box 93344
Chicago, IL 60673-3344
Attn: Joe Kappes

Will County Treasurer            Taxes                  $97,115
302 North Chicago Street
Joliet, IL 604324059
Attn: Karen A. Callanan

Airgas North Central             Trade                  $78,578
1321 Wenzel Road
Peru, IL 61354

UTLX Manufacturing, Inc.         Trade                  $67,946
13476 Collection Center Drive
Chicago, IL 60693

Lincoln Professional Group       Trade                  $45,805
292 Graemere Street
Northfield, IL 60093
Attn: Dick Jenkins

J.I.T. Industries                Trade                  $44,234
255 N. California
Chicago, IL 60612-1903

Rode Welding Service             Trade                  $41,597
1211 Louis Avenue
Elk Grove Village, IL 60007
Attn: Shirl Marin

TriState Metal, Inc.             Trade                  $39,627
220 West Chicago Avenue
East Chicago, IN 46312
Attn: Salvador Ortiz

Steel Warehouse Co., Inc.        Trade                  $32,659
2227 Payshere Circle
Chicago, IL 60674

Pentaflex, Co.                   Trade                  $30,113
4981 Gateway Boulevard
Springfield, OH 45502

Oakley Steel Products                                   $26,104
650 South 28th Avenue
Bellwood, IL 601041901
Attn: Edward Libby

Leeco Steel Products, LLC        Trade                  $24,072
8255 South Lemont Road
Darien, IL 60561
Attn: Mark Kaczmarzick

Diamond Vogel                    Trade                  $19,423
1110 East Oakland Avenue
Bloomington, IL 61701-5524
Attn: Dick Eade

Crawford Steel                   Trade                  $19,236
3141 West 36th Street
Chicago, IL 60632
Attn: Brad Finder

Rockford Systems, Inc.           Trade                  $18,276
P.O. Box 5525
Rockford, IL 61125-0525

Nitrex, Inc.                     Trade                  $18,117
1900 Plain Avenue
Aurora, IL 60504-8561
Attn: Tom Cooper

System Technology, Inc.          Trade                  $17,071
20655 South Amherst Court
Joliet, IL 60433-9716
Attn: Dave Zayratsky

J & L Industrial Supply, Co.     Trade                  $16,927
1028 Solution Center
Chicago, IL 60677-1000

Commonwealth Edison              Trade                  $15,088
Bill Payment Center
Chicago, IL 60668


RADIATION THERAPY: S&P Assigns BB Rating to $240MM Secured Loans
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Radiation Therapy Services Inc.  The rating
outlook is stable.

In addition, the company's $240 million secured credit facilities
were rated 'BB', with a recovery rating of '3', reflecting the
expectation for meaningful recovery of principal in the event of a
payment default.  Fort Myers, Florida-based Radiation Therapy
provides outpatient radiation oncology services.


"The rating reflects the competitive and fragmented oncology
market, some geographic concentration, technology risk, and
reimbursement risk," said Standard & Poor's credit analyst Cheryl
Richer.  "These risks are somewhat offset by the essential nature
of the company's services and favorable demographics, its dominant
position in the markets it serves, its early adoption of
cutting-edge technologies, and its moderate financial policies."

Radiation Therapy operates in a competitive and fragmented market
with only limited barriers to entry.  Although radiation is used
to treat over half of all cancer cases, the company's focus on a
narrow niche of the oncology market makes it vulnerable to the
development of even more highly effective and safer cancer
therapy.  Two-thirds of radiation therapy centers are hospital
based.

Radiation Therapy operates 67 centers clustered within 21 local
markets in 13 states.  Over the past few years, it has expanded
its geographic footprint beyond Florida, which still accounts for
about 60% of revenues.  The number of treatment centers has more
than doubled over the past five years through a combination of
internally developed and acquired sites and, to a lesser extent,
through affiliations with hospitals.  The company's strategy is
to offer cutting-edge technology that attracts radiation
oncologists and other highly skilled staff, as well as patients
who have become more sophisticated regarding their treatment
options.

Radiation Therapy has had strong revenue and profitability growth
over the past several years as a result of organic growth and
facility additions.  Increased utilization has driven up its
operating margin to about 29%, from 24% in 2002.  Although the
company's aggressive expansion strategy poses financing and
integration challenges, it has demonstrated ability to
successfully expand its business while maintaining a moderate
financial profile.


RELIANCE GROUP: RIC Liquidator's Third Quarter Status Report
------------------------------------------------------------
M. Diane Koken, the Insurance Commissioner of the Commonwealth of
Pennsylvania, issued a Status Report on the liquidation of
Reliance Insurance Company for the Third Quarter 2005.

In her capacity as RIC's Liquidator, Ms. Koken reports that, by
the end of the third quarter 2005, the estate held $5,100,000,000
in assets.  The most significant balance was $2,600,000,000, which
related to reinsurance receivables and future reinsurance
recoverables.  The total liabilities are estimated at
$8,300,000,000, with the most significant balance --
$4,600,000,000 -- projected for losses and loss adjustment
expenses on direct insurance business.

The Statement also reflects Court-approved Notices of
Determination for Class B creditors for $162,000,000, and losses
and loss adjustment expenses paid by Guaranty Associations on
direct insurance business equal to $1,900,000,000.  The
$1,900,000,000 includes data reported by the GAs to the estate
through an automated interface on a time lag basis.  Also
included in the total liabilities is $1,200,000,000 in losses and
loss adjustment expenses on assumed reinsurance business, which
are Class E General Creditor Claims.  The net deficit is
$3,200,000,000, which is subject to change.

Ms. Koken discloses that short and intermediate duration
marketable investments increased from $611,800,000 at the
beginning of the period to $870,700,000.  Reinsurance
collections, which were the primary source of funds, totaled
$273,800,000.  The total cash receipts were $337,900,000.

Cash disbursements, consisting of loss and loss adjustment
expenses of $2,900,000 and operating expenses of $71,000,000 --
including $21,800,000 in GA-reimbursed expenses -- reached
$73,900,000.

The market value of short and intermediate duration investments,
considered a non-cash item, declined by $5,100,000.  Overall,
these investments increased during the six months ended June 30,
2005, by $258,900,000.

At June 30, 2005, RIC had substantial holdings in Symbol
Technologies common stock with a $71,900,000 total market value.
The market value at November 9, 2005, was $10.04 per share.  RIC
will continue to sell shares as appropriate depending on market
conditions.

RIC estimates current and future premium receivables of
$80,500,000 as of June 30, 2005,.  This includes receivables
arising from large deductible policies with disputed ownership.

As of June 30, 2005, reinsurance receivables and recoverables
totaled $2,600,000,000.  RIC holds approximately $696,100,000 in
collateral as security.

The total reinsurance collections for the first six months of
2005 amounted to $273,800,000.  Collections since the date of
liquidation total $1,500,000,000.

During the first quarter of 2005, the Commonwealth Court of
Pennsylvania approved commutations and settlements for the 1995
and 1996 Accident Year Aggregate Excess of Loss reinsurance
agreements.  In addition, RIC collected the remaining balance due
under the 1997 Accident Year Aggregate Excess of Loss agreement.
Collectively, RIC settled balances of about $147,000,000 during
the first quarter of 2005.  The majority of balances were settled
with cash paid from trust accounts held by RIC.

The inventory of billed reinsurance receivables -- comprised of
both pre-liquidation and post-liquidation balances -- is
$485,800,000 as of June 30, 2005.  All of the $119,000,000 pre-
liquidation balance is in formal or informal dispute, or certain
amounts are claimed by reinsurers as offsets, or some balances
are due from insolvent and financially distressed companies.

On a monthly basis, RIC receives data feeds from the GAs
reflecting paid and outstanding claim information.  The data plus
the NODs issued by the Liquidator have generated approximately
$1,200,000,000 of post-liquidation reinsurance billings, of which
approximately $367,000,000 were unpaid at June 30, 2005.

During the second quarter, RIC worked closely with reinsurers to
significantly reduce outstanding post-liquidation balances
subject to offset from assumed reinsurance payables.  As a
result, the post-liquidation amount readily available to collect
is now estimated at $318,000,000.  The remaining $49,000,000 is
subject to disputes, offsets, or is due from financially
distressed companies.  The research and reconciliation analysis
required for the offset process will continue for several years.

Moreover, RIC has dedicated staff coordinating with reinsurers to
provide appropriate claims documentation, resolve disputes and
verify proper offsets.  RIC also continues to seek additional
cooperation and support from insured and the GAs in providing
timely, complete and accurate claims documentation and data to
support reinsurance billings that will enhance cash flow and
maximize reinsurance collectibility and ultimate distributions.
During the first nine months of 2005, RIC completed 29 onsite
audits at various GAs, bringing the total number of onsite GAs
reinsurance audits to 95 since the inception of Liquidation.

RIC is also aggressively attempting to collect reinsurance
billings and is in constant contact with its major reinsurers.
Formal dispute resolution actions continue against several
reinsurers with substantial overdue balances, including various
Underwriters at Lloyd's, London.  RIC expects the pending
disputes to be resolved over the next six to 12 months.  RIC also
expects significant write-offs for uncollectible reinsurance.

RIC entered into four agreements to sell all property in Virginia
for $40,000,000 in aggregate.  The Commonwealth Court has
approved the contracts and RIC expects the sale transactions to
close in 2006.  During the third quarter of 2005, RIC closed on
one contract with $2,500,000 in net proceeds.

The administrative expenses for RIC in the first six months of
2005 totaled $71,000,000, compared to a $73,700,000 budget.
RIC's operating expenses for the first six months included GA
expense reimbursements of $21,800,000 compared to a $21,000,000
budget.

At September 30, 2005, RIC had a total of 323 employees in its
Philadelphia and New York City offices.  Since January 2005,
staff has been reduced in most areas with a net decrease of 33
employees.

The Liquidator has also undertaken numerous plaintiff actions to
recover assets owed to the RIC Estate.  Some of these actions
seek recovery of deductible amounts that benefit the GAs.  The
actions currently pending include both litigation and
arbitrations for:

   (a) collection from agencies, TPAs, brokers or program
       managers -- seeking approximately $37,000,000;

   (b) claims in bankruptcy against financially distressed
       insureds -- seeking approximately $54,000,000;

   (c) subrogation matters -- seeking approximately $29,500,000;

   (d) premium and large deductible collections -- seeking
       approximately $39,000,000;

   (e) reinsurance recoveries -- seeking approximately
       $36,500,000; and

   (f) other litigation -- seeking approximately $1,000,000.

In the third quarter of 2005, the Liquidator recovered about
$7,200,000 through legal actions, with total 2005 recoveries of
$40,000,000.  Since January 2003, the Liquidator has recovered
more than $140,000,000 through legal actions, a portion of which
benefits the GAs.

Moreover, RIC's rent expenses is primarily attributable to office
space in Philadelphia and New York.  RIC has negotiated the
leases in both locations to reduce costs and reconfigured
workspace wherever possible to consolidate space requirements.
In 2005, RIC renewed its lease in Philadelphia, negotiating a
significant reduction in rent expense.  The new lease is expected
to result in estimated savings exceeding $1,300,000.

RIC is receiving regular quarterly reports from most GAs, and
administrative expenses are reimbursed by the Estate.  The total
allowable GA administrative expenses paid by RIC from the start
of liquidation through September 30, 2005, is $128,800,000.

On October 4, 2005, the Commonwealth Court approved the petition
for a third early access distribution to the GAs totaling
$300,000,000.  The checks were mailed to the GAs within five
days.  Combined with previous early access disbursements, cash
distributions to the GAs total $1,100,000.

Through September 30, 2005, total paid losses and estimated loss
reserves reported from the GAs to RIC are $2,000,000,000 and
$2,100,000,000.  Approximately 99% of GA payments have been
matched to RIC's systems.

Through the end of September 2005, RIC received 156,269 proofs of
claim, of which 6,601 were filed subsequent to the deadline.  RIC
mailed 177,836 status letters and issued 57,091 NODs.  Of the
99,000 POCs remaining to be addressed, almost half relate to
contingent POCs which may not become absolute for a long time,
perhaps several years.

Moreover, the RIC has received 437 objections to the NODs.  Of
those objections, 243 have been resolved and 194 are still in the
objection resolution process.

The Liquidator has established a process to review requests for
the release of collateral held to secure obligations for direct
insureds, reinsurers and premium receivables.  As of
September 30, 2005, RIC held collateral of approximately
$1,500,000,000 to secure current and future obligations.

For the nine months ended September 30, 2005, 158 accounts were
reviewed, resulting in the release of $75,400,000 in collateral
for 94 accounts.  Denials were issued for 31 accounts and the
remaining 33 accounts were otherwise resolved.

The amounts allowed by the Liquidator for all NODs issued through
September 30, 2005, total approximately $283,000,000.  On
July 28, 2005, the Liquidator filed her Fourth Report and
Recommendation on Claims, which was approved by the Commonwealth
Court on October 4, 2005.  In total, the Court has approved
recommendations for 38,963 claims totaling an allowed
$198,000,000.

As of September 30, 2005, RIC held collateral of approximately
$1,500,000,000 to secure current and future obligations.  Within
the first three quarters, 158 accounts were reviewed, resulting
in a release of $75,400,000 for 94 accounts; denials were issued
for 31 accounts and the remaining 33 accounts were otherwise
resolved.

A committee was established to review and recommend action for
cut-through requests submitted to the Liquidator.  Of the 26 cut-
through requests submitted since the implementation of the
guidelines, 15 have been approved by the Commonwealth Court,
eight were disapproved by the Liquidator, two were withdrawn and
one is still is pending.

           Reliance Insurance Company (In Liquidation)
                  Special Purpose Balance Sheet
                         At June 30, 2005

Assets

  Short-term Investments                      $870,700,000
  Investment in Symbol Technologies             71,900,000
  Investments in Trust - Secured Creditors      88,500,000
  Real Estate Investments                       40,400,000
                                           ---------------
  Invested Assets                            1,071,500,000

  Investments in Affiliates                     79,200,000
                                           ---------------
Total Invested Assets                        1,150,700,000

  Premium Balances                              80,500,000
  Reinsurance Receivable                       485,800,000
  Reinsurance Recoverable                    2,086,100,000
  Early Access to Guaranty Associations      1,203,800,000
  Other Assets                                  73,500,000
                                           ---------------
Total Assets                                $5,080,400,000
                                           ===============

Liabilities

  Loss & Loss Adjustment Expenses - GAs      1,908,100,000
  Loss & Loss Adjustment Expenses - Direct   4,624,100,000
  Loss & Loss Adjustment Expenses - Assumed  1,170,200,000
  Notices of Determination Issued              161,800,000
  Funds Held                                    71,200,000
  Other Liabilities                            386,100,000
                                           ---------------
Total Liabilities                            8,321,500,000
                                           ---------------
Net Deficit                                ($3,241,100,000)
                                           ===============


           Reliance Insurance Company (In Liquidation)
                      Statement of Cash Flow
                January 1, 2005, to June 30, 2005

Cash Receipts:
  Reinsurance Collections                     $273,800,000
  Premium Collections                           14,700,000
  Claim Recoveries                               9,900,000
  Investment Income Received                    18,700,000
  Net proceeds from sales                        1,300,000
  Symbol Technologies Stock Sales               15,300,000
  Released from Trust                            2,000,000
  Other                                          2,200,000
                                           ---------------
Total Cash Receipts                            337,900,000

Cash Disbursements:
  Loss & Loss Adjustment Expenses               (2,900,000)
  Operating Expenses                           (71,000,000)
                                           ---------------
Total Cash Disbursements                       (73,900,000)

Net Change in Short-term Investments
  From Cash Activity                           264,000,000
                                           ---------------
Non-cash Items Affecting
  Short-term Investments                        (5,100,000)
                                           ---------------
Total Non-cash Activity                         (5,100,000)

Net Change in Short-term Investments           258,900,000

Beginning Balance                              611,800,000

Ending Balance                                $870,700,000
                                           ===============

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.
Arthur J. 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)


SAINT VINCENTS: Can Use RCG Cash Collateral Until December 14
-------------------------------------------------------------
RCG II Longview, L.P., agrees to let Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates use Cash
Collateral securing repayment of its prepetition claims through
and including Dec. 14, 2005, provided, however, that all other
terms and conditions of Stipulation approved earlier in the
healthcare provider's chapter 11 cases remains in full force and
effect.

In a separate stipulation, the Official Committee of Unsecured
Creditors and RCG agree to further extend the Committee's deadline
to challenge the validity, extent, perfection or priority of the
liens and security interests asserted by RCG through and including
Dec. 15, 2005.

The Committee promises it won't seek a further extension.

As reported in the Troubled Company Reporter, Sept. 16, 2005, RCG
is a secured creditor of the Debtors pursuant to:

   (i) a subordinate promissory note, dated May 18, 2005, with a
       $10,000,000 principal amount;

  (ii) a subordinate promissory note, dated June 27, 2005, with
       a $6,000,000 principal amount.

The Notes are secured by junior, perfected lien in and security
interest on various properties owned by the Debtors and
subordinate assignment of all leases of the Properties.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Wants to Use Cash Collateral Until March 31
-----------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates are authorized to continue to use the Cash
Collateral of Sun Life Assurance Company of Canada, and Sun Life
Assurance Company of Canada (U.S.), and RCG II Longview, LP.

In separate stipulations, both Sun Life and RCG have agreed to
further extend the Termination Date through December 14, 2005.

With the Termination Date approaching, the Debtors have requested
that Sun Life and RCG agree to a further extension of the
Debtors' use of their Cash Collateral, through March 31, 2006, on
the terms of the Sun Life Stipulation and the RCG Stipulation.

Because the Sun Life Debt Service Reserve Account will be
exhausted after application of the December 2005 aggregate
payment, however, the Debtors have proposed to pay Sun Life an
amount to be agreed upon as additional adequate protection
commencing January 1, 2006, and each ensuing month during the
term of the Cash Collateral extension.

While the Debtors' request is under consideration and they
believe that an agreement will be reached prior to the
Termination Date, out of abundance of caution, the Debtors seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to continue using the Sun Life and RCG Cash Collateral
through March 31, 2006.

Frank A. Oswald, Esq., at Togut, Segal & Segal LLP, in New York,
assures Court that Sun Life and RCG are, and will remain,
adequately protected.  Based on appraisals of the Sun Life
Collateral and RCG Collateral, the adequate protection includes an
equity cushion of not less than:

   -- $150,000,000 for Sun Life; and

   -- $85,000,000 for RCG.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


SPECIALTY UNDERWRITING: S&P Puts Low-B Ratings on Two Class Certs.
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 93
classes from nine series of mortgage loan asset backed
certificates issued by Specialty Underwriting and Residential
Finance Trust.

The affirmed ratings reflect adequate actual and projected credit
support percentages for the respective classes, as delinquencies
and losses remain relatively low.

In addition, these transactions are at or building toward their
respective overcollateralization targets. Total delinquencies
ranged from 0.55% to 15.29%.  Severe delinquencies accounted for
just under half of total delinquencies, on average, for the nine
transactions.  Cumulative realized losses ranged from 0% to 0.22%.

Credit support is provided by subordination for series 2004-AA1,
whereas the other transactions have overcollateralization and
excess spread as additional forms of credit support.  The
collateral for these transactions consists of 30-year fixed- or
adjustable-rate first lien mortgage loans secured by one- to
four-family residential properties, condominiums, planned unit
developments, and manufactured housing.  The weighted average
loan-to-value ratio for the mortgage pools at origination was
above 80%.

                        Ratings Affirmed

      Specialty Underwriting and Residential Finance Trust
             Mortgage Loan Asset-backed Certificates

         Series    Class                         Rating
         ------    -----                         ------
         2003-BC4  A-1, A-2, A-3B                AAA
         2003-BC4  M-1                           AA+
         2003-BC4  M-2                           A
         2003-BC4  M-3                           A-
         2003-BC4  B-1                           BBB+
         2003-BC4  B-2                           BBB
         2003-BC4  B-3                           BBB-
         2004-BC1  A-1A, A-1B, A-2, X            AAA
         2004-BC1  M-1                           AA
         2004-BC1  M-2                           A
         2004-BC1  M-3                           A-
         2004-BC1  B-1                           BBB
         2004-BC1  B-2                           BBB-
         2004-BC2  A-1, A-2                      AAA
         2004-BC2  M-1                           AA
         2004-BC2  M-2                           A
         2004-BC2  M-3                           A-
         2004-BC2  B-1                           BBB
         2004-BC2  B-2                           BBB-
         2004-BC3  A-1A, A-1B, A-2A, A-2B, A-2C  AAA
         2004-BC3  M-1                           AA+
         2004-BC3  M-2                           AA-
         2004-BC3  M-3                           A+
         2004-BC3  B-1                           A-
         2004-BC3  B-2, B-3                      BBB
         2004-BC4  A-1A, A-1B, A-2A, A-2B, A-2C  AAA
         2004-BC4  M-1                           AA+
         2004-BC4  M-2                           AA
         2004-BC4  M-3                           AA-
         2004-BC4  B-1                           A+
         2004-BC4  B-2                           A
         2004-BC4  B-3                           A-
         2004-AA1  I-A-1, II-A-1, II-A-2, II-A3  AAA
         2004-AA1  I-PO, II-PO, I-IO, II-IO      AAA
         2004-AA1  B-1                           AA
         2004-AA1  B-2                           A
         2004-AA1  B-3                           BBB
         2004-AA1  B-4                           BB
         2004-AA1  B-5                           B
         2005-AB1  A-1A, A-1B, A-1C              AAA
         2005-AB1  M-1                           AA+
         2005-AB1  M-2                           AA
         2005-AB1  M-3                           A
         2005-AB1  M-4                           A-
         2005-AB1  B-1                           BBB+
         2005-AB1  B-2                           BBB-
         2005-AB1  B-3                           BB
         2005-BC1  A-1A, A-1B, A-1C              AAA
         2005-BC1  M-1                           AA+
         2005-BC1  M-2                           AA
         2005-BC1  M-3                           A
         2005-BC1  M-4                           A-
         2005-BC1  B-1                           BBB+
         2005-BC1  B-2                           BBB
         2005-BC1  B-3                           BBB-
         2005-BC2  A-1A, A-2A, A-2B, A-2C        AAA
         2005-BC2  M-1                           AA+
         2005-BC2  M-2                           AA
         2005-BC2  M-3                           A
         2005-BC2  M-4                           A-
         2005-BC2  B-1                           BBB+
         2005-BC2  B-2                           BBB
         2005-BC2  B-3                           BBB-
         2005-BC2  B-4                           BB+


STELCO INC: Board Approves Second Amended Restructuring Plan
------------------------------------------------------------
The Board of Directors approved a second amended restructuring
plan for consideration by Stelco Inc. (TSX:STE) creditors.

The second amended plan will be filed with the Superior Court of
Justice (Ontario) before the previously adjourned meetings of
affected creditors resume today, Dec. 9, 2005.

"The Board has approved this second amended plan in response to
concerns raised by bondholder representatives about the amended
plan we announced on Dec. 5, 2005," Courtney Pratt, Stelco
President and Chief Executive Officer, said.  "Specifically, the
second amended plan provides an opportunity for equity
participation by the unsecured creditors and makes that
opportunity optional.  We believe that this adjustment, together
with the other elements of the second amended plan -- which are
identical to those in the plan of Dec. 5, 2005 -- address the
interests of our stakeholders in a fair and responsible way.

"While the Board has approved the second amended plan, under a
previous Court order the document can be amended up to and during
the meetings of affected creditors that will take place tomorrow
morning.  The Company strongly encourages all affected creditors
to attend the meetings so they know the exact details of the plan
on which they'll be asked to vote."

The substantive change from the amended plan announced on Dec. 5,
2005 concerns the recovery to unsecured creditors.  They will
continue to receive a pro rata share of Secured Floating Rate
Notes.  The cash pool, which had been $137.5 million, will now
range from a minimum of $106,562,500 to a maximum of
$137.5 million.  And in addition to their share of 1.1 million new
common shares, affected creditors may elect to receive up to an
additional 5.625 million new common shares.

Tricap Management Limited, Sunrise Partners Limited Partnership
and Appaloosa Management LP will commit to purchase a total of
19.375 million new common shares, funding $106,562,500 of the
cash pool.  If affected creditors elect to take cash in lieu
of exercising the option to acquire their portion of the
5.625 million additional new common shares, Sunrise and
Appaloosa will acquire such shares, providing up to an additional
$30.9375 million to the cash pool.

                    Terms of the Plan

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; and

         * 10-year term, payable in cash on maturity.

   -- A cash pool consisting of a minimum of $106,562,500 and a
      maximum of $137.5 million.

   -- 1.1 million new common shares with a right to receive up to
      an additional 5.625 million new common shares in lieu of
      $5.50 per share out of the cash pool.

The cash pool would be funded as follows:

   -- Tricap would commit to purchase 9.375 million new common
      shares at $5.50 per share, funding the cash pool in the
      amount of $51.5625 million;

   -- Sunrise and Appaloosa would each commit to purchase
      5 million new common shares at the same price, for a total
      of 10 million new common shares, funding the cash pool in
      the amount of $55 million; and

   -- Sunrise and Appaloosa would also acquire, on a 50/50 basis,
      any of the additional shares not purchased by affected
      creditors by an agreed date, at a price of $5.50 per share.
      This could fund the cash pool up to an additional
      $30.9375 million.

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.

                     Board of Directors

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.

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.


STELCO INC: Ernst & Young Files 41st Monitor's Report
-----------------------------------------------------
Ernst & Young Inc., the Monitor appointed in Stelco Inc.'s
(TSX:STE) Court-supervised restructuring, filed its Forty-First
Report of the Monitor.

The Report deals exclusively with the previously-announced signing
of a definitive agreement for the sale of 100% of the shares of
Norambar Inc., Stelfil Ltee and Stelwire Ltd. and related assets
to Mittal Canada Inc.

The Monitor reviews the history of these non-core assets, the
nature of their businesses, the sale process that was followed and
terms of the agreement.

The Report notes that Stelco has advised the Monitor that it will
seek an Order on Monday, Dec. 12, 2005, to approve the sale and to
seal certain terms in the agreement until confirmation that the
transaction has closed or until further order of the Court.

The Monitor indicates its view that Stelco and its advisors
adequately canvassed the market for prospective purchasers, that
the purchase price is fair and commercially reasonable under the
circumstances, and that a sealing order is appropriate and
reasonable as it protects certain commercially sensitive
information from being disclosed until the transaction is closed
or until further order of the Court.  Based on these
considerations, the Monitor recommends that the sale be approved
and that a sealing order be granted until confirmation that the
transaction has closed or until further order of the Court.

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.


STEPHEN ANTHONY BOTES: Chapter 15 Petition Summary
--------------------------------------------------
Petitioner: Anton Lohse
            Foreign Representative

Debtor: Stephen Anthony Botes
        South Africa

           -- or --

        Stephen Anthony Botes
        18725 Dallas Parkway, Apartment 821
        Dallas, Texas 75287

           -- or --

        Stephen Anthony Botes
        3701 Grapevine Parkway, Suite 1927
        Grapevine, Texas 76051

Chapter 15 Case No.: 05-87098

Type of Business: The Debtor allegedly has an ownership interest
                  in Webforex USA, Inc., and Fingrate USA, Inc.
                  He also acts as Webforex's vice president and
                  Fingrate's secretary.  Webforex is an affiliate
                  of Webforex, Ltd. (SA), for which an ancillary
                  proceeding was filed on Oct. 24, 2003 (Bankr.
                  N.D. Tex. Case No. 03-80884).

                  The Trustee alleges that the Debtor and Leon
                  Lourens Wolmarans -- for which an ancillary
                  proceeding with Louisa Wolmarans was filed on
                  Oct. 24, 2003 (Bankr. N.D. Tex. Case No.
                  03-80885) -- received cash for approximately
                  ZAR80,000,000 or $12,500,000 from the people in
                  South Africa and Nambia to be invested on the
                  international money market thru Webforex USA and
                  Ltd.  However, the Trustee alleges that the
                  money was funneled back to South Africa to
                  finance the opulent lifestyle of some people,
                  including the Debtor.

                  The Trustee said that the Debtor transferred
                  some or all of his assets from South Africa to
                  financial institutions in the United States like
                  Forex Capital Markets and Bank of America, N.A.
                  Representatives of both institutions said they
                  will only provide information if the Trustee has
                  a court order from a court in the U.S.

                  The Trustee filed this Chapter 15 proceeding to
                  enjoin the transfer or disposition of the
                  Debtor's assets and obtain information regarding
                  the Debtor's assets and liabilities.

Chapter 15 Petition Date: December 7, 2005

Court: Northern District of Texas (Dallas)

Judge: Robert C. McGuire

Petitioner's Counsel: Mark Stromberg, Esq.
                      Stromberg & Associates
                      5420 LBJ Freeway, Suite 300
                      2 Lincoln Centre
                      Dallas, Texas 75240
                      Tel: (972) 458-5353


STONE ENERGY: Management Practices Spurs S&P to Pare Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on independent oil and gas exploration and production
company Stone Energy Corp. to 'B+' from 'BB-'.  The ratings remain
on CreditWatch with negative implications.

"The ratings action incorporates Standard & Poor's ongoing
concerns regarding the previous management's aggressive reserve
booking practices," said Standard & Poor's credit analyst Jeffrey
B. Morrison.  "In addition, the action also reflects concerns
regarding the current management's ability to resolve ancillary
issues that have arisen since the company's announcement that it
would be taking a substantial downward revision to its proved
reserves," he continued.

As of June 30, 2005, the Lafayette, Louisiana-based company had
about $558 million in long-term debt.

The CreditWatch listing will be resolved, pending Standard &
Poor's meeting with company management to discuss its plans for
implementing more stringent control measures regarding the reserve
booking process, and plans to resolve outstanding issues that
currently face the company, including:

     * delays in the financial reporting process,

     * the restatement of previous periods,

     * an informal investigation being conducted by the SEC,

     * potential violations under the company's lending
       arrangements that could result from further filing delays,
       and

     * various lawsuits initiated by shareholders that have arisen
       from the negative reserve revision.

In addition, Standard & Poor's will fully review the company's
financial statements once restatements of previous periods are
completed, as well as the company's 2005 reserve report.


SUSSER HOLDINGS: S&P Rates Proposed $170MM Sr. Unsec. Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Corpus Christi, Texas-based Susser Holdings LLC.
The rating outlook is negative.

At the same time, Standard & Poor's assigned its 'B' rating to the
company's proposed $170 million eight-year senior unsecured notes
to be issued under Rule 144A with registration rights.

Proceeds from the notes will be used to partly fund the
acquisition of the company by Wellspring Capital Management LLC, a
private equity firm.  Pro forma for the transaction, the company
will have about $170 million of funded debt outstanding.  Susser's
retail component owns and operates more than 300 convenience
stores in Texas and Oklahoma, while its wholesale component
distributes motor fuel to other similar locations.  Nearly all of
the gas stations operated by the company are branded under the
CITGO name, while the convenience stores are in the midst of a
transition to the name "Stripes" from "Circle K."

"The ratings reflect Susser's vulnerable business profile as a
relatively small regional player in the competitive and
slow-growth convenience store/gas retail industry," said Standard
& Poor's credit analyst Gerald A. Hirschberg.  The company is
concentrated in a few key markets in South Texas and depends on
fuel, a mature and thin-margin business, for the majority of its
cash flows.  Susser also has a leveraged financial profile
combined with a relatively small EBITDA base.


TAG IT: Posts $10 Million Net Loss in Quarter Ended Sept. 30
------------------------------------------------------------
Tag-It Pacific, Inc., incurred a $10,352,000 net loss for the
three months ended Sept. 30, 2005, in contrast to $211,000 net
income for the three months ended Sept. 30, 2004.  For the nine
months ended Sept. 30, 2005, the Company reported a $23,261,000,
as compared to a $201,000 net loss for the nine months ended
Sept. 30, 2004.

Net sales for the three months ended Sept. 30, 2005 were
$9,040,000, a decrease of $7,965,000 or 46.8% compared to the net
sales of $17,005,000 for the three months ended Sept. 30, 2004.
Management attributes the sales decline to a decrease in sales to
Mexican customers of trim and, to a lesser extent, Talon zippers
due to an industry shift of apparel production from Latin America
to Asia.

Tag-It's balance sheet at Sept. 30, 2005 showed $36,353,680 in
total assets and liabilities of $29,164,968.

Management stated that there may be substantial doubt about Tag-
It's ability to continue as a going concern if it fails to raise
additional capital or reduce the scope of its business in line
with its restructuring initiatives.

BDO Seidman, LLP, Tag-It's independent auditor, has informed the
Company that it may include, in its report on the Company's
financial statements for the year ended Dec. 31, 2005, an
explanatory paragraph expressing  substantial doubt about the
Company's ability to continue as a going concern if it fails to
successfully implement the restructuring plan.

               2005 Restructuring Plan

In an effort to better align its organizational and cost
structures with its future growth opportunities, Tag-It's Board of
Directors adopted a restructuring  plan for the Company that it
expects will be completed by Dec. 2005.

The plan includes restructuring the Company's global operations
by:

     -- eliminating redundancies in its Hong Kong operation;

     -- closing its Mexican facilities;

     -- converting its Guatemala facility from a manufacturing
        site to a distributor; and

     -- closing its North Carolina manufacturing facility.

The Company also intends to focus its sales efforts on higher
margin products, which may result in lower net sales over the next
twelve months.  Upon  completion of this restructuring,  the
Company will operate with fewer employees and reduced associated
operating and manufacturing expenses.

                       About Tag-It

Headquartered in Woodland Hills, California, Tag-It Pacific, Inc.
-- http://www.tagitpacific.com/-- distributes a range of trim
items to manufacturers of fashion apparel, retailers, and mass
merchandisers worldwide.  Its trim items include thread, zippers,
stretch waistbands, labels, buttons, rivets, printed marketing
material, polybags, packing cartons, and hangers.  The company
also provides printed marketing materials, such as hang tags, bar-
coded hang tags, pocket flashers, waistband tickets, and size
stickers in its trim packages.  In addition, Tag-It Pacific
produces customized woven, leather, synthetic, embroidered, and
novelty labels and tapes. Further, the company offers its MANAGED
TRIM SOLUTION, which is an Internet-based supply-chain management
system covering the management of ordering, production, inventory
management, and just-in-time distribution of trim and packaging
requirements.  Its TekFit division develops and sells apparel
components.  The company sells its products primarily in North
America, South America, Mexico, Asia, and the Dominican Republic.


TRINITY LEARNING: Posts $8 Million First Fiscal Quarter Loss
------------------------------------------------------------
Trinity Learning Corporation (OTCBB:TTYL) delivered its financial
results for the quarter ended Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 22, 2005.

Trinity Learning incurred a $8,074,452 net loss on $5,348,757 of
revenues for the three months ended Sept. 30, 2005, versus a net
loss of $1,861,586 on 902,854 of revenues for the comparable
period in the prior year.

The Company's balance sheet showed $19,164,744 in total assets at
Sept. 30, 2005, and liabilities of $31,759,694, resulting in a
stockholders' deficit of $15,414,160.  The Company had accumulated
deficit of $46,304,470 at Sept. 30, 2005, as compared to
$38,266,018 as of June 30, 2005.

                   Going Concern Doubt

The Company's independent public accounting firm, Chisholm,
Bierwolf & Nilson, LLC, in its review of Trinity Learning's
financial statements as of June 30, 2005, raised substantial doubt
about the Company's ability to continue as a going concern because
it has a working capital deficit and has suffered recurring
operating losses.

Based in Berkeley, Calif., Trinity Learning Corporation (OTCBB:
TTYL) -- http://www.trinitylearning.com/-- is a global learning
company that is aggressively executing an acquisition-based growth
strategy in the $2 trillion global education and training market.
The Company currently provides workplace learning and
certification services to 7,000 clients including governmental
organizations and Fortune 1000 companies.  With 300 employees and
a 205,000 sq. foot state-of-the-art content production and
distribution facility, Trinity Learning produces and delivers
education and training content to organizations in growing
vertical markets such as healthcare, homeland security, and
industrial services.  Trinity Learning is focused on the growing
and highly fragmented workplace certification sector and by
leveraging its size and expertise to new industry segments and
geographic markets through additional acquisitions, internal
growth, and strategic alliances.  Trinity Learning is seeking to
become an industry leader and one of the first global learning
brands over the next five years.


TOWER AUTOMOTIVE: Court Approves Meridian Relocation Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Tower Automotive Inc. and its debtor-affiliates to
enter into the Meridian Agreement.

Tower Automotive Inc. and its debtor-affiliates have devoted
considerable resources toward formulating and implementing a
strategic plant consolidation model for their North American
operations.

To increase profitability and the likelihood of future business
awards, the Debtors' model emphasizes, among other things:

   -- centralized operations;

   -- geographical proximity to customers' production locations;
      and

   -- utilization of more cost-effective labor resources.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in New York, relates
that the Debtors also expect to close certain higher cost
manufacturing facilities in Milan, Tennessee; Milwaukee,
Wisconsin; and Granite City, Illinois.  The Debtors intend to
transfer machinery and equipment from these facilities to other
more cost-efficient locations, including facilities in the
Southeast region of the United States.

Over the past several months, Tower Products Co., Inc., conducted
an extensive survey property search in Alabama, Georgia, and
Mississippi to locate a suitable and financially attractive site
for the development of a stamping and assembly facility for
manufacturing frame and body subcomponents for direct delivery to
its customers' assembly plants in Alabama.

Ultimately, the Debtors identified an approximately 45-acre tract
of land in an industrial park in Meridian, Mississippi, that is
equipped with an existing 310,000-square foot assembly plant on
the grounds.  Moreover, the local municipal and governmental
institutions in the area are highly motivated and willing to
provide Tower Products with superior inducements for choosing the
site.

After extensive negotiations, Tower Products reached an agreement
with:

   * Lauderdale County, Mississippi,
   * the City of Meridian,
   * the Lauderdale County Economic Development District,
   * the Mississippi Development Authority,
   * Meridian Community College, and
   * the East Mississippi Business Development Corporation

Under the Agreement, EMBDC, Meridian, Lauderdale County, LCEDD,
MCC and MDA agreed to provide Tower Products with certain
services, funding, and tax relief associated with the Meridian
Property, in exchange for Tower Products' selection, development
and use of the Meridian Property for its stated and future
manufacturing needs.

The salient terms of the Agreement are:

   (a) Meridian will:

       -- convey title to the Meridian Property to the LCEDD;

       -- pay the LECDD $829,454, which constitutes insurance
          proceeds related to roof damage to the existing
          building, and any amounts paid or to be paid to the
          LCEDD by the Federal Emergency Management Agency of the
          United States with regard to the existing building; and

       -- construct a new fire loop on the Meridian Property.

   (b) Lauderdale County will:

       -- provide a $3,250,000 grant to the LCEDD for financing
          a portion of the renovation costs;

       -- issue municipal bonds with net proceeds of not less
          than $4,320,546 to the LCEDD for financing a portion
          of the renovation costs;

       -- apply to the MDA for additional grants equal to
          $800,000;

       -- provide for dirt removal, site preparation and
          leveling, parking lot renovations and road
          construction;

       -- assist Tower Products in obtaining economic development
          incentives through the Mississippi State Tax
          Commission; and

       -- approve all ad valorem tax exemptions for Tower
          Products that are legally permissible for the maximum
          term pursuant to Mississippi law.

   (c) EMBDC will:

       -- provide $250,000 for financing demolition work
          associated with the renovation; and

       -- convey title to the LCEDD after the demolition work is
          completed.

   (d) The LCEDD will:

       -- lease the Meridian Property to Tower Products; and

       -- be responsible for undertaking the overall renovation
          of the Meridian Property pursuant to an agreed-upon
          schedule and specifications.

   (e) MDA will provide Lauderdale County with grants equal to
       $800,000 to be used in financing a portion of the
       renovation.

   (f) MCC will provide Tower Products with a training assistance
       program and related services.

                         Lease Agreement

In connection with the Meridian Agreement, Tower Products further
seeks the Court's permission to enter into a lease agreement with
LCEDD for the lease of the Meridian Property.  Tower Products
will lease the Meridian Property from the LCEDD for an initial
term of 15 years.

For the first 10 years, Tower Products' annual rent obligation
will be the greater of:

   (i) $375,000; or

  (ii) the annual amount of county ad valorem taxes, which would
       be payable on real and personal property comprising the
       Meridian Property.

The rent payment obligation will commence on the first day of the
month in which the renovations and expansions contemplated in the
Meridian Agreement are substantially completed.

In addition, for years 11 through 15, Tower Products' annual rent
will be reduced by the amount of ad valorem taxes paid by Tower
Products on the Meridian Property.

Title in the Meridian Property will be held by LCEDD.  Tower
Products will retain title to the Expansion Project during the
term of the Lease Agreement.  However, at the end of the term,
title in the Expansion Project will be transferred to Lauderdale
County, unless Tower Products elects its option to purchase.

"Tower Products has significant work to do to prepare the
Meridian Facility for production purposes, including the
installation of machinery and equipment, and the hiring of
personnel," Mr. Sathy tells the Court.  "To remain on schedule
with their customer commitments, Tower Products must be in a
position to commence this process and finalize the Meridian
Agreement in a timely manner."

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTOMOTIVE: Wants to Reject GE Capital Equipment Lease
------------------------------------------------------------
On June 15, 2000, Tower Automotive Products Company, Inc., and
Transamerica Equipment Financial Services Corporation entered
into a Master Lease Agreement relating to the lease of certain
equipment utilized in the production of component automobile
parts at the Debtors' manufacturing facility in Granite City,
Illinois.  On the same date, Debtors Tower Automotive, Inc., and
R.J. Tower Corporation entered into guaranty agreements in favor
of Transamerica, whereby both parties agreed to guarantee the
full and prompt performance of Tower Products' obligations under
the Master Lease and all related documents.

By assignments and transfers of rights and obligations,
Transamerica assigned its rights and obligations under the Master
Lease to General Electric Capital Corporation.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
informs the Court that the Debtors have recently completed
negotiations for the purchase of two presses and related
equipment currently leased to the Debtors by General Electric
under the Master Lease.  The Debtors and General Electric have
agreed to a $7,750,000 purchase price, which represents a
substantial discount from the remaining lease payments on the
equipment, Mr. Sathy says.

Mr. Sathy tells the U.S. Bankruptcy Court for the Southern
District of New York that the Debtors have evaluated the Master
Lease and, in the exercise of their business judgment, have
determined that the Master Lease contains unfavorable pricing.  In
light of the Debtors' ability to buy the Purchased Equipment at a
substantial savings over the terms of the Master Lease, the
Debtors have determined to reject the Master Lease.

In a stipulation approved by the Court, the Debtors and General
Electric agree that:

   (1) the Master Lease is rejected as of the closing date of the
       Transaction, which will be no later than Dec. 16, 2005,
       unless extended by the parties' mutual agreement.

   (2) Effective as of the Rejection Date, Tower Products will
       lease from General Electric that portion of the Equipment
       that is not purchased, pursuant to a new lease.  The
       Remaining Lease will provide for the rental of the
       Remaining Leased Equipment on substantially the same terms
       as set forth in the Master Lease.

   (3) During the Remaining Lease term, rental obligations under
       the Remaining Lease will be equal to 4.6% of the quarterly
       rent amount provided for under the Master Lease; or
       $21,815 per quarter through December 31, 2007, and $26,663
       per quarter for quarterly payments thereafter.  The term
       of the Remaining Lease will be quarter-to-quarter,
       automatically renewing, subject to Tower Products' right
       to terminate the Remaining Lease.

   (4) In the event Tower Products decides to terminate the
       Lease, Tower Products will provide General Electric give
       a six-month prior notice stating that the Remaining Lease
       will not be renewed, and the lease term will terminate on
       the first day of the quarterly period commencing after the
       end of the six-month notice period.  However, no Early
       Termination Notice may be provided which seeks to
       terminate the Remaining Lease prior to September 30, 2006.
       Tower Products will pay all required facility lease
       obligations, including, without limitation, all carrying
       costs, insurance and utilities, for General Electric and
       its equipment to remain at the Granite Facility for a
       period no less than three months following the termination
       of the Remaining Lease.

   (5) General Electric will have reasonable access to the
       Granite City facility to monitor the Remaining Leased
       Equipment and to conduct any marketing efforts it deems
       necessary following receipt of an Early Termination
       Notice.  As with the obligations under the Master Lease,
       Tower Automotive and R.J. Tower will guarantee the full
       and prompt performance of all obligations under the
       Remaining Lease.

   (6) All rights, remedies or claims of General Electric arising
       under or related to the Remaining Lease will be deemed
       administrative expenses pursuant to Sections 503(b) and
       507(a)(1) of the Bankruptcy Code.  To the extent
       applicable, the automatic stay is lifted as to General
       Electric to allow it to exercise its rights and remedies
       under the Remaining Lease and that all parties are
       enjoined from preventing, impeding, or restricting the
       exercise of those rights.

   (7) General Electric may file a claim asserting damages, if
       any, relating to the Debtors' rejection of the Master
       Lease by no later than March 1, 2006.  General Electric
       waives any rights and claims arising under the Master
       Lease with respect to the Remaining Leased Equipment and
       agrees that the Remaining Lease will govern all rights,
       claims and remedies in respect of the equipment and its
       related lease.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc. --
http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER AUTO: Wants Until Jan. 16 to Decide on Milwaukee Leases
-------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates, General Foods
Credit Investors No. 2 Corporation and Goldman Sachs Credit
Partners L.P., agree that:

   (1) the time within which General Foods, Goldman Sachs and
       Wells Fargo Bank Northwest, National Association, may file
       claims relating to the rejection of the Milwaukee Facility
       Agreements is extended through and including January 16,
       2006; and

   (2) as a matter of convenience and not to affect any
       substantive rights, rather than filing multiple
       duplicative claims in the Debtors' Chapter 11 cases,
       General Foods, Goldman Sachs and Wells Fargo may instead
       file their claims in one of the Debtors' cases, and the
       claims will have the same force and effect as if they were
       filed in each of the other bankruptcy cases listed on
       the claim.

As previously reported, Tower Automotive Inc. and its debtor-
affiliates asked the U.S. Bankruptcy Court for the Southern
District of New York for authority to reject 11 property leases
related to their Corydon, Indiana facility effective as of the
Rejection Date applicable to each contract:

   Lessor             Description of Contract   Rejection Date
   ------             -----------------------   --------------
   LaSalle National   Schedule 1:                   06/30/2005
   Leasing Corp.      Powdercoat equipment

                      Schedule 2:                   07/15/2005
                      e-coat equipment

                      Schedule 3:                   06/17/2005
                      U-152 assembly
                      equipment

   Levee Lift, Inc.   Fork Lifts:                   06/30/2005
                      Numerous contracts for
                      9 separate pieces of
                      equipment

   Cardinal Carryor,  Fork lifts and other          06/30/2005
   Inc.               material handling
                      equipment: 30 pieces

   Harrison           Building lease:               10/01/2005
   Properties         Corydon manufacturing
                      site

   Fleet Capital      Schedule A:                   07/15/2005
                      hydroform presses

                      Schedule B:                   07/15/2005
                      Continental washers

   GE Capital &       Dodge Ram frame line "A"      07/15/2005
   General Foods      and "B"
   Credit Investors

   CRA, Inc.          Tow-tractor equipment         08/15/2005
                      lease

   Wells Fargo Bank   Building lease and            07/15/2005
   Northwest, NA      sublease agreement for
                      "Building 36"

   Corporate 44       Warehouse lease               08/31/2005
   Business Park
   Summit Realty
   Group

   Fidelity Federal   Two forklift leases           08/31/2005
   Savings Bank

   Tower Ventures,    Building lease                07/31/2005
   LLC

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case Nos. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-7000)


TOWER PARK: Posts $61,000 Net Loss in Quarter Ended September 30
----------------------------------------------------------------
Tower Park Marina Investors, LP, delivered its financial
statements for the quarter ended Sept. 30, 2005, to the Securities
and Exchange Commission on Nov. 25, 2005.

Tower Park reported a $61,000 net loss on $629,000 of revenues for
the three months ended Sept. 30, 2005, versus a $35,000 net loss
on $722,000 of revenues for the same period in 2004.

For the nine months ended Sept. 30, 2005, the Partnership incurred
a $362,000 net loss, which is $101,000 more than the loss incurred
in the same period a year ago.  The increase in loss reflects a
decline in activity and an increase in interest and maintenance
costs.

The Company's balance sheet showed $3,343,000 in total assets at
Sept. 30, 2005, and liabilities of $8,165,000.

                 Going Concern Doubt

Vasquez & Company LLP expressed substantial doubt about Tower
Park'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 failure to generate a
satisfactory level of cash flow. Cash flow projections do not
indicate significant improvement in the near term.

                  About Tower Park

Tower Park Marina is located in the Sacramento - San Joaquin Delta
near Sacramento, California.  The partnership has been aggregated
into four reportable business segments:

     -- Slip rental
     -- RV parking
     -- Retail sales; and
     -- Fuel services

Slip rental comprise the wet boat slip rentals and dry boat
storage operations at the marina.  RV parking represents both long
term and transient recreational vehicle parking at the campgrounds
adjacent to the marina.  Retail sales segment consists of the
operations of the retail boat supply and sundries store at the
marina.  The Fuel service segment reports the operations of the
fuel dock at the marina.


TUPPERWARE BRANDS: S&P Places BB Rating on $975M Senior Sec. Loans
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on consumer products direct seller Tupperware Brands Corp.
(formerly known as Tupperware Corp.) to 'BB' from 'BB+'.

In addition, the senior unsecured debt rating on the Orlando,
Florida-based company was withdrawn.  All ratings were removed
from CreditWatch with negative implications, where they were
placed on Aug. 10, 2005.

At the same time, Standard & Poor's affirmed the 'BB' bank loan
rating and recovery rating of '3' on Tupperware's $975 million
senior secured credit facilities.  The outlook is stable.  Pro
form total debt outstanding would have been about $875 million at
Oct. 1, 2005.

"The downgrade reflects the company's significantly weaker
financial profile following the Dec. 5, 2005, closing of the
debt-financed acquisition of the direct selling business of Sara
Lee Corp. and debt refinancing, including the repayment of
Tupperware's senior unsecured debt," said Standard & Poor's credit
analyst Jean C. Stout.  This business is a global distributor
of a wide assortment of branded cosmetics, fragrances, toiletries,
and personal care products.

As a result of the acquisition and debt refinancing, the company's
overall financial profile has weakened because the company has
added about $600 million of incremental debt.


UAL CORPORATION: Files 20th Reorganization Status Report
--------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, relates that UAL Corporation and its debtor-affiliates
focused most of their restructuring efforts on soliciting
acceptances of their Plan of Reorganization after the U.S.
Bankruptcy Court for the Northern District of Illinois approved
the adequacy of their Disclosure Statement on Oct. 20, 2005.

For the remainder of 2005 and through the confirmation hearing
scheduled to begin on Jan. 18, 2006, Mr. Sprayregen says, the
Debtors and their advisors expect the restructuring to focus on:

    -- attempting to reach consensus with their major stakeholders
       particularly the Official Committee of Unsecured Creditors
       on the terms of the Plan;

    -- definitively documenting various settlements reached
       throughout the course of the case;

    -- implementing the mechanics for making distribution under
       the Plan once confirmed; and

    -- resolving unsecured claims against the estate to maximize
       distributions to unsecured creditors as soon as possible
       after emergence.

The Debtors continue to reconcile, object to, and resolve claims
against the estate.  As part of this process, the Debtors filed
an omnibus objection to more than $5,000,000,000 in tax-
indemnity-related claims on Nov. 8, 2005.  The Debtors expect
to continue to devote considerable effort to resolving these and
other aircraft-related claims prior to confirmation.

According to the U.S. Department of Transportation Air Travel
Consumer Report for September 2005 issued on Nov. 3, the
Debtors ranked third among the seven major network carriers in
on-time arrivals for the month, with 83.1% of flights arriving
within 14 minutes of schedule.  The Debtors also placed first
among this group with:

    -- the lowest mishandled baggage rate for the third
       consecutive month;

    -- the fewer number of cancelled flights; and

    -- the fewest number of involuntary denied boardings.

The Debtors' ranking for involuntary denied boardings was the
best of the seven major carriers for January to September 2005.

With vote solicitation underway, the Debtors are approaching the
conclusion of their exit process.  As they continue to press
forward in their efforts to emerge early in 2006, the Debtors
will also continue to keep the Court and key stakeholders advised
of all restructuring developments, Mr. Sprayregen relates.

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: Gets Court Nod to Assume Airport Consortium Leases
------------------------------------------------------------
After finalizing their business plan to emerge from bankruptcy,
UAL Corporation and its debtor-affiliates, through a resource and
asset optimization analysis, determined that certain leases with
the Airport Consortium are necessary for their future operation.

The Airport Consortium consists of:

   -- Port of Oakland,
   -- Columbus Regional Airport Authority,
   -- Detroit Metropolitan Wayne County Airport,
   -- City of Austin,
   -- Lee County Port Authority,
   -- City of Cleveland,
   -- County of Orange,
   -- John Wayne Airport,
   -- Clark County Department of Aviation,
   -- Metropolitan Washington Airport Authority,
   -- Port of Portland, and
   -- Tucson Airport Authority.

The U.S. Bankruptcy Court for the Northern District of Illinois
gave the Debtors authority to assume these leases with the Airport
Consortium and cure their estimated outstanding obligations:

                                                           Cure
  Location              Contract Type                    Estimate
  --------              -------------                    --------
  Austin Bergstrom
  Int'l Airport         Airport Use & Lease Agreement          $0

                        Lease Agreement                         0

  Cleveland Airport     Agreement & Lease                 210,872

  Columbus Airport      Signatory Airline Operating
                        Agreement & Lease                  64,025

  Wayne County          Amended Airport Agreement               0
  Detroit Airport

  McCarran Airport      Lease                              33,445

  Oakland Int'l         Space/Use Permit                        0
  Airport
                        Airline Operating Agreement             0

  Portland Int'l        Facility Lease                          0
  Airport               Amended Facility Lease              8,689
                        Ground Storage Tank Use Agreement       0
                        Permit 101647 Allocation Agreement      0

  SW Florida Airport    Fuel System Agreement                   0

  John Wayne Airport    Passenger Airline Lease                 0
                        Club Room Lease                         0
                        Perimeter Fence Access License          0

  Tucson Int'l          Airport Use Agreement              79,747
  Airport               License Agreement                       0
                        Lift Device Equipment License           0

James H.M. Sprayregen, Esq., at Kirkland & Ellis, in Chicago,
Illinois, asserts that the Leases are integral to the Debtors'
business operation and their ability to perform under the exit
business plan.

There are no postpetition defaults because the Debtors are timely
performing their current obligations under the Leases, Mr.
Sprayregen adds.  The Debtors have likewise estimated the cure
obligations for the Leases and will pay the amounts to the
counterparties upon Court approval.

Mr. Sprayregen notes, however, that assumption is predicated upon
realization of the cure estimates.  If the cure amounts are
materially greater than anticipated and the Debtors cannot
convince the counterparty to accept a lesser amount, or the Court
finds that a larger cure amount is a predicate to assumption,
assumption of that Lease may no longer be in the best interests
of the Debtors' estates.

In that case, Mr. Sprayregen says, the Debtors reserve the right
to withdraw their request with respect the related Lease.

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 CORPORATION: PBGC Withdraws Debtors' Rule 2004 Examination
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates and the Pension Benefit
Guaranty Corporation engaged in multiple discussions to resolve
the PBGC's request pursuant to of Rule 2004 the Federal Rules of
Bankruptcy Procedure for "extensive examination of various factual
circumstances from the Debtors" that relate to the Debtors' Plan
of Reorganization.

The Debtors offered to treat the PBGC's discovery requests
pursuant to Rules 26 through 37 of the Federal Rules of Civil
Procedure, and to produce discovery as they have done throughout
the course of their Chapter 11 cases.

Specifically, the Debtors agreed to:

    (1) produce documents on a rolling basis;

    (2) produce written responses and objections to the requests;

    (3) focus their document collection efforts on the documents
        identified by the PBGC as the most relevant to the issues;
        and

    (4) work with the PBGC to determine a mutually agreeable date
        for the deposition of the Debtors' CFO based on what other
        objections ultimately are filed.

In the event the PBGC goes forward with its Rule 2004 Discovery
Request, however, James H.M. Sprayregen, Esq., at Kirkland &
Ellis LLP, in Chicago, Illinois, asserts that a Rule 2004
Discovery is unnecessary because the Debtors have already stated
their willingness to produce the requested documents pursuant to
Federal Rules 26 through 37, on an appropriate and reasonable
schedule.

Mr. Sprayregen argues that Rule 2004 should not be used in
contested matters or adversary proceedings, where the discovery
devices of Federal Rules 26 through 37 apply.  The PBGC should
not be able to skirt the procedural safeguards of the normal
discovery rules.  Besides, Mr. Sprayregen says, a Rule 2004
examination is so broad that it is often described as a "fishing
expedition."

It might be one thing if the PBGC were not an active participant
in the Chapter 11 proceedings and were simply seeking to
determine whether to object to the Plan in the first instance,
Mr. Sprayregen explains.  But since the PBGC has stated that it
almost certainly will object, a fishing expedition in advance of
its already contemplated objection simply is not warranted.

In addition, the Debtors argue that:

    (a) the PBGC's request is not appropriate because there is a
        Plan confirmation and objection process already underway;

    (b) the PBGC's request contains exceptionally broad discovery
        requests;

    (c) the PBGC seeks responses on an unreasonable and arbitrary
        timetable; and

    (d) the PBGC's alleged need for discovery responses on the
        dates it suggests lacks real merit.

                           *     *     *

For reasons stated in open court, the PBGC withdraws its Rule
2004 Discovery Request without prejudice.

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


VILLAGE OF GREEN: Fitch Junks St. Francis Health Revenue Bonds
--------------------------------------------------------------
Fitch Ratings affirms the 'CCC' rating on the approximately
$15,398,000 of outstanding Village of Green Springs, Ohio, health
care facilities series 1994A (St. Francis Health Care Centre
Project) revenue bonds.  A 'CCC' rating means that default is a
real possibility and capacity for meeting financial commitments is
solely reliant upon sustained, favorable business or economic
conditions.

The 'CCC' rating reflects:

     * sustained operating and net losses,
     * future capital needs,
     * concerns with Medicaid reimbursement,
     * weak liquidity position, and
     * high debt burden.

Unaudited financial results for 10 months of fiscal year 2005 that
do not include St. Francis Health Care Centre's foundation show an
$810,000 loss from operations, representing an operating margin of
negative 5.6%.  Excess margin was negative 3.4% for the same
period.  St. Francis' average age of plant was high at 12.3 years
at the end of fiscal 2004, which reflects low capital spending.
Capital expenditures as a percentage of depreciation expense
average 15.1% from fiscal 2000-2004.  While this strategy has
supported cash flow, Fitch believes increased capital spending
will be necessary in a competitive environment.

Medicaid represented 30.1% of gross revenues in fiscal 2004.  The
large share of Medicaid in St. Francis' gross revenues has had an
impact on liquidity through the 10 months of fiscal 2005 because
of slower than expected Medicaid reimbursement due to an
electronic software issue with their electronic claims submitter.
Measures of liquidity are weak at 41.2 days of cash on hand, a
cushion ratio of 1.3 times, and cash to debt of 13.0% at
Oct. 31, 2005.  Through the 10 months of fiscal 2005, St. Francis'
debt service coverage by earnings before interest, taxes,
depreciation and amortization was 1.2x, which meets its covenanted
ratio of 1.2x.  SFHCC had covenant violations in 1999, 2001, and
2002.  In addition, maximum annual debt service as a percentage of
total revenues was 8.2% through 10 months of fiscal year 2005.

Primary credit strengths include reduced operating losses since
2002, a new management team, and a new marketing plan to increase
utilization at the long-term acute care hospital.  St. Francis
lost $690,000 in fiscal 2004, versus a $1.7 million loss from
operations in 2002.  Through the first 10 months of fiscal 2005,
the loss from operations was $810,000, which remains significantly
lower than losses between 1999 and 2002.  The chief executive
officer, hired in February 2005, is employed by SFHCC's new
management company, Vibra Healthcare, and is also devoting more
time to business development with the area's physicians and health
care organizations to support utilization growth in the near
future.  According to management, November average daily census
was slightly higher than recent months and is attributed to the
increased marketing effort.

St. Francis' credit rating is also supported by SFHCC's status as
the dominant provider of niche services in the region and improved
cash flow from operations.  SFHCC is one of only three long-term
acute care hospitals in the state of Ohio, and the only LTACH in
the northern part of Ohio.  SFHCC has become cash flow positive
after a negative $385,000 cash flow from operating activities in
fiscal 2002.  Cash flow from operations at the end of fiscal 2004
was approximately $1.4 million, representing a cash flow margin of
8.9%.

SFHCC is currently budgeting for a breakeven bottom line for
fiscal 2006, which is largely supported by increased utilization,
physician recruitment, and reduced expenses from physical therapy,
pharmacy services, and administrative expense reductions.  Fitch
considers St. Francis' 2006 budget to be aggressive and will
monitor the situation closely.

SFHCC consists of a 150-bed long-term acute care hospital and a
148-bed, dually certified for Medicare and Medicaid skilled
nursing facility.  Both the LTACH and the SNF sit on a 25-acre
campus in Green Springs, Ohio, approximately 45 miles southeast of
Toledo.  St. Francis has total revenues of $15.8 million in fiscal
2004.  SFHCC does not covenant to disclose annual audited
financial statements or quarterly financial statements to the
Nationally Recognized Municipal Securities Information
Repositories or bondholders, which Fitch views negatively.
However, Fitch notes disclosure to the NRMSIRs was not standard
industry practice when the series 1994A bonds were issued.
Management has stated that it is unsure if it will change its
practices to date, which Fitch also views negatively.


WACHOVIA BANK: S&P Assigns Low-B Ratings on $64 Mil. Cert. Classes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $2.6 billion
commercial mortgage pass-through certificates series 2005-C22.

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

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.

Class A-1, A-2, A-3, A-PB, A-4, A-1A, A-M, A-J, B, C, D, and E are
currently being offered publicly.

Standard & Poor's analysis determined that, on a weighted average
basis, the pool has a debt service coverage of 1.40x, a beginning
LTV of 104.1%, and an ending LTV of 95.1%.

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

                      Preliminary Ratings Assigned
             Wachovia Bank Commercial Mortgage Trust

                                                   Recommended
   Class      Rating             Amount         credit support
   -----      ------             ------         --------------
   A-1*       AAA           $51,163,000                30.000%
   A-2*       AAA           $91,861,000                30.000%
   A-3*       AAA          $157,444,000                30.000%
   A-PB*      AAA          $204,025,000                30.000%
   A-4*       AAA        $1,035,637,000                30.000%
   A-1A*      AAA          $253,981,000                30.000%
   A-M*       AAA          $256,302,000                20.000%
   A-J*       AAA          $153,781,000                14.000%
   B*         AA+           $22,426,000                13.125%
   C*         AA            $32,038,000                11.875%
   D*         AA-           $25,630,000                10.875%
   E*         A             $48,057,000                 9.000%
   F          A-            $32,038,000                 7.750%
   G          BBB+          $28,834,000                 6.625%
   H          BBB           $28,833,000                 5.500%
   J          BBB-          $35,242,000                 4.125%
   K          BB+           $16,019,000                 3.500%
   L          BB            $12,815,000                 3.000%
   M          BB-           $12,815,000                 2.500%
   N          B+             $6,408,000                 2.250%
   O          B              $6,407,000                 2.000%
   P          B-             $9,611,000                 1.625%
   Q          NR            $41,649,890                 0.000%
   IO**       AAA        $2,563,016,890                   N/A

               * Currently being offered publicly.
      ** Interest-only class with a notional dollar amount.
                         NR - Not rated.
                      N/A - Not applicable.


WEST PENN: Improved Profitability Prompts S&P to Upgrade Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on West Penn
Allegheny Health System, Pennsylvania's current debt issued by
various issuers, to 'B+' from 'B'.  The rating upgrade reflects
a striking improvement in profitability during fiscal 2005.  This
improvement combined with continued small gains in liquidity and
five straight years of increasingly positive debt service coverage
warrants the rating upgrade.  The outlook is stable.

"The stable outlook anticipates continued positive profitability,
even though 2006 may show deterioration due to expected reductions
in Medicare and Medicaid payments, increasing pension,
malpractice, and health benefit expenses, and surgical disruption
with the loss of the anesthesia group," said Standard & Poor's
credit analyst Cynthia Keller Macdonald.  She added: "There
appears to be some softness in volume trends, which will be
watched.  However, the major credit concern continues to be
liquidity at this time.  The direction this rating will take
hinges on how successful management will be in preserving the
system's financial position while also stabilizing the surgical
service, increasing capital spending, and fully funding the
pension plan."

Concerns remain about WPAHS's:

     * limited cash resources in light of pension funding
       requirements,

     * the need to increase capital spending to remain competitive
       in the Pittsburgh market, and

     * the future stability of the anesthesiology department.

The 'B'-category rating still reflects these risks while giving
management credit for their achievements that have improved
overall credit quality.  The Pittsburgh and Allegheny County
markets have challenging economic issues, but in the near term,
profits are expected to remain positive as management capitalizes
on system synergies and strengthening internal operations.

WPAHS was formed as a single obligated entity with its August 2000
financing, and includes five acute care hospitals, two of which
are tertiary flagships, at six locations in and around the
Pittsburgh area.  This year Suburban General Hospital was merged
into Allegheny General Hospital, and the operations of The Western
Pennsylvania Hospital and Forbes Regional Hospital were combined.

These consolidations have potential over time to rationalize care
more sensibly throughout the system, and take advantage of the
reputations of the tertiary flagships in the Pittsburgh market.

The Pittsburgh market remains extremely competitive with WPAHS's
primary competitor, 'A+'-rated UPMC, admitting about 163,000
patients last year.  With 1,700 staffed beds, WPAHS admitted
80,359 inpatients in 2005, a figure comparable to 2004 admissions.
This analysis reflects a review of WPAHS's fiscal year ended
June 30, 2005.  WPAHS does not have any swaps outstanding.


WINDOW ROCK: U.S. Trustee Meeting With Creditors on January 9
-------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of Window
Rock Enterprises Inc.'s creditors at 10:00 a.m., on Jan. 9, 2006,
at Room 1-154, 411 West Fourth Street, Santa Ana, California
92701.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Brea, California, Window Rock Enterprises Inc. --
http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.


* NachmanHaysBrownstein Names Michael Savage as Managing Director
-----------------------------------------------------------------
Michael Savage has been named Managing Director of
NachmanHaysBrownstein, Inc., in its Boston office.  He has over 11
years of experience as a financial advisor to middle market
companies and secured creditors.  Mr. Savage has supported several
interim CEO and CRO roles, and has experience across a broad range
of industries, including retail, manufacturing, distribution,
construction, healthcare, finance, consumer credit and
telecommunications, among others.

Mr. Savage's experience includes analyzing and implementing
strategic and operational change, including refinement of business
plans and redeployment of capital to address changing industry
conditions, as well as stabilizing and fixing non-core operations
through plant, product and customer rationalization initiatives.
He has developed options and solutions through detailed financial
and operational analyses, while collaborating closely with
management and other stakeholders.

In addition to operational turnarounds, he has assisted in
financial restructurings including refinancings,
recapitalizations, debt-for-equity swaps, and strategic mergers
and acquisitions.

Prior to joining NHB, Michael Savage was a Director in the
Corporate Finance and Restructuring practice of FTI Consulting,
which acquired substantially all of the Business Recovery Services
group of PricewaterhouseCoopers LLP where he formerly had held a
position.  In addition to restructuring services, Mr. Savage
provided valuation services and pre-lending due diligence support,
as well as litigation support on behalf of expert witnesses.

Michael Savage is a Certified Insolvency and Restructuring
Advisor, and is a member of the Association of Insolvency and
Restructuring Advisors and the Turnaround Management Association.
He received an MBA from the University of Chicago with
concentrations in strategy, finance and accounting, and a B.S.
from Clarkson University in finance.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry Soriano-Baaclo, Marjorie Sabijon, Terence Patrick
F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo Pinili,
Jr., Tara Marie Martin, and Peter A. Chapman, Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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