TCR_Public/051219.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

         Monday, December 19, 2005, Vol. 9, No. 300

                          Headlines

ABN AMRO: Fitch Affirms Low-B Ratings on 13 Certificate Classes
ALEC OLSEN: Case Summary & 17 Largest Unsecured Creditors
AMERICAN LIFE: Fitch Chips Insurer Financial Strength Rating to BB
AMERICAN MOULDING: Hires Development Specialists as Consultants
AMERICAN MOULDING: Committee Hires Parkinson Phinney as Counsel

AMERITRADE HOLDING: Acquisition Benefits Prompt S&P's BB Ratings
AMERITRADE HOLDING: Fitch to Rate $1.9 Billion Sr. Loans at BB
AMSCAN HOLDINGS: S&P Rates Proposed $410 Million Loan at B+
ANY MOUNTAIN: Court Approves Disclosure Statement for Amended Plan
ARCAP 2005-1: S&P Puts Low-B Ratings on $115 Mil. Cert. Classes

ASARCO LLC: Wants to Assume Gault Group Services Agreement
ASARCO LLC: Wants to Assume Modified Prudential Futures Contracts
ASARCO LLC: Committee Hires Fulbright as Special Local Counsel
ATA AIRLINES: Creditors Have Until Jan. 20 to Vote on Plan
ATA AIRLINES: Court Schedules Jan. 30 Plan Confirmation Hearing

ATHLETE'S FOOT: Court Confirms Second Amended Liquidation Plan
ATLAS PIPELINE: Prices $250 Million of 8.125% Senior Notes
BANC OF AMERICA: Fitch Lifts Ratings on $62.4 Mil. Cert. Classes
BEAR STEARNS: Fitch Affirms Low-B Ratings on $17.9MM Cert. Classes
BEAR STEARNS: Fitch Puts Low-B Ratings on Class J & K Certificates

BIRCH TELECOM: Files Disclosure Statement in Delaware
BIRCH TELECOM: Wants Exclusive Period Extended Until March 10
BIRCH TELECOM: Has Until Feb. 8 to Remove Civil Actions
BISYS GROUP: Extends Closing Date for Unit's Sale to Dec. 31, 2005
BLUE BEAR: Court Establishes February 6 as Claims Bar Date

BLUE RIDGE: Cost Pressures Prompt S&P's Negative Outlook
BOULEVARD PHARMACY: Case Summary & 20 Largest Unsecured Creditors
BUDGET GROUP: Court Enters Final Decree Closing Bankruptcy Case
CABOODLES LLC: Wants Until Jan. 31 to Decide on Warehouse Leases
CALPINE CORP.: Del. Sup. Ct. Orders $312 Mil. Payment by Jan. 22

CATHOLIC CHURCH: Portland Inks Agreements with Applied Discovery
CELERO TECH: Creditors Must File Proofs of Claim by January 13
CELERO TECHNOLOGIES: Lease Decision Period Extended Until Jan. 19
CELTRON INT'L: Inks Agreement to Purchase Satellite Security
COGECO CABLE: Satisfactory Industry Niche Earns S&P's BB+ Rating

COMBUSTION ENG'G: Court Approves Hartford & First State Settlement
COMPASS MINERALS: Prices New 10% Senior Subordinated Notes
COVANTA HOLDING: Waste-to-Energy Subsidiary Exits Chapter 11
CREDIT SUISSE: Fitch Affirms Low-B Ratings on Eight Cert. Classes
CSC HOLDINGS: S&P Rates Proposed $1 Billion Senior Notes at B+

CSC HOLDINGS: Fitch Rates $1 Billion Senior Notes at BB-
CSK AUTO: Completes Pricing of $85 Million Private Debt Placement
DANA CORP: Credit Profile Erosion Prompts S&P to Downgrade Ratings
DOCTORS HOSPITAL: Panel Taps Chiron Fin'l as Investment Bankers
DORAL FINANCIAL: Latham & Watkins Completes Investigation

ENRON: Inks Pact Resolving Claims Dispute with United Computing
ENTERGY NEW ORLEANS: Can Continue Hiring Ordinary Course Profs.
FIRST FRANKLIN: Fitch Puts Low-B Ratings on Four Cert. Classes
FIRST HORIZON: Fitch Upgrades Ratings on Two Certificate Classes
FLINTKOTE CO: Has Until April 28 to File Chapter 11 Plan

FLYI INC: Wants Court Approval of Section 1110 Election Procedures
FLYI INC: Wants to Walk Away from Six CRJ Aircraft Leases
FLYI INC: Wants Until Jan.5 to Comply with Sec. 345(b) Guidelines
FOAMEX INT'L: Foamex L.P. Wants to Assume Amended Bayer Contract
FOAMEX INT'L: Wants to Hire FTI Consulting as Special Consultants

FOAMEX INT'L: Bar Date for Agents & Lenders Stretched to Feb. 17
GE BUSINESS: Fitch Rates $19 Million Class D Certificates at BB
GROVE PARK: Case Summary & 13 Largest Unsecured Creditors
HEMOSOL CORP: Has Until Feb. 10 to File BIA Proposals
INTEGRATED ELECTRICAL: S&P Lowers Credit Rating to CC from CCC-

INTERSTATE BAKERIES: Selling Alameda Property for $1.5 Million
INVIVA INC: Fitch Shaves Units' Insurer Financial Strength Rating
J CREW: Turnaround Progress Spurs S&P to Raise Credit Rating to B
JACK IN THE BOX: Increasing Leverage Sparks S&P's Negative Outlook
JAKE'S GRANITE: Court Approves Asset Sale to LaFarge for $13 Mil.

JEFFERSON NATIONAL: Fitch Cuts Insurer's Financial Strength Rating
JL FRENCH: Interest Nonpayment Cues S&P to Junk Credit Rating
JP MORGAN: Fitch Holds Low-B Ratings on Four Certificate Classes
LIMELIGHT MEDIA: Equity Deficit Tops $2.4 Mil. at September 30
MCLEODUSA INC: Court Approves Prepackaged Plan of Reorganization

METALFORMING TECH: Wants Until March 13 to Remove Civil Actions
NANOMAT INC: Section 341 Meeting Slated for January 25
NATIONAL FRANCHISE: Case Summary & 9 Largest Unsecured Creditors
NESCO INDUSTRIES: Balance Sheet Upside-Down by $5.8MM at July 31
NEW EARTH: Case Summary & 20 Largest Unsecured Creditors

NVE INC: Court Extends Exclusive Plan-Filing Period to Feb. 15
NVE INC: Has Until February 6 to Decide on Leases
NVE INC: McElroy Deutsch Approved as Special Litigation Counsel
OMNI CAPITAL: Court Rejects Bayview's Bid to Dismiss Case
OMNI CAPITAL: Hires General Capital to Market Louisville Property

PEAK ENTERTAINMENT: Posts $779,199 Net Loss in Third Quarter
PHARMACEUTICAL FORMULATIONS: Court Extends Exclusive Periods
PHARMACEUTICAL FORMULATIONS: Disclosure Hearing Set for Dec. 29
PHOTOCIRCUITS CORP: Wants More Time to Decide on Unexpired Leases
PRE-PAID LEGAL: Moody's Withdraws $160 Million Debts' B1 Ratings

PRECISE TECH: S&P Withdraws Ratings After Rexam Merger Completion
PROSOFT LEARNING: Posts $460,000 Net Loss in First Quarter
QWEST COMMS: Appoints C. Matthews & R.D. Hoover as Directors
RAYMOURS FURNITURE: Weak Debt Measures Cue S&P's Negative Outlook
REAL ESTATE: Fitch Puts Low-B Ratings $59 Million Class Certs.

ROMOLO CAPOBIANCO: Case Summary & 5 Largest Unsecured Creditors
SFBC INT'L: Negative Events Prompt S&P's Stable Outlook
SOLUTIA INC: Files Protective Actions in Chapter 11 Case
STELCO INC: Ontario Court Approves AltaSteel Sale to Moly Cop
SYNDICATED FOOD: Case Summary & 20 Largest Unsecured Creditors

TELEGLOBE COMMS: Has Until February 23 to Object to Claims
THREE-FIVE: Wants to Assume Agreement with Former CEO Jack Saltich
TIER TECH: Delays Filing of Form 10-K for FY Ended September 30
TRENWICK AMERICA: Wants Until Feb. 28 to Object to Proofs of Claim
TRENWICK AMERICA: Entry of Final Decree Stretched to March 31

TRIGEM COMPUTER: U.S. Court Agrees Main Proceeding Is In Korea
UBIQUITEL INC: Improved Performance Cues S&P to Lift Junk Ratings
VARTEC TELECOM: Has Until January 3 to File Chapter 11 Plan
WESTERN IOWA LIMESTONE: Case Summary & 20 Unsecured Creditors
WESTPOINT STEVENS: Court Approves CIT Group Pact to Remit Funds

WINN-DIXIE: Court OKs Deloitte & Touche to Audit Internal Controls
WINN-DIXIE: Wants Non-Disturbance Pact With Newport Enforced
WODO LLC: Confirmation Hearing Set for January 19

* BOND PRICING: For the week of Dec. 12 - Dec. 16, 2005

                          *********

ABN AMRO: Fitch Affirms Low-B Ratings on 13 Certificate Classes
---------------------------------------------------------------
Fitch Ratings affirms these ABN AMRO Mortgage Corp. residential
mortgage-backed pass-through certificates:

   Series 2003-5

     -- Class A affirmed at 'AAA';
     -- Class M upgraded to 'AAA' from 'AA';
     -- Class B1 upgraded to 'AA' from 'A';
     -- Class B2 upgraded to 'A-' from 'BBB-';
     -- Class B3 upgraded [sic] to 'BB' from 'BBB';
     -- Class B4 upgraded [sic] to 'B' from 'BB'.

   Series 2003-6

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB-';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   Series 2003-7

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'A';
     -- Class B4 affirmed at 'B'.

   Series 2003-8

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A-';
     -- Class B2 affirmed at 'BBB-';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   Series 2003-9

     -- Class A affirmed at 'AAA'.

   Series 2003-10

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B';

   Series 2003-11

     -- Class A affirmed at 'AAA';
     -- Class B1 affirmed at 'A-';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

   Series 2003-12

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

   Series 2003-13

     -- Class A affirmed at 'AAA';
     -- Class M affirmed at 'AA';
     -- Class B1 affirmed at 'A';
     -- Class B2 affirmed at 'BBB';
     -- Class B3 affirmed at 'BB';
     -- Class B4 affirmed at 'B'.

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by ABN AMRO Mortgage Group.  The
mortgage loans consist of 15- and/or 30-year fixed-rate mortgages
secured by first liens on one- to four-family residential
properties.  As of the November 2005 distribution date, the
transactions are seasoned from a range of 24 to 31 months and the
pool factors range from approximately 42% to 77%.  ABN AMRO
Mortgage Group, rated 'RPS2' by Fitch, currently services all of
the mortgage loans in these transactions.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $2.16 billion of outstanding certificates.  The
upgrades reflect an improvement in the relationship between CE and
future loss expectations and affect approximately $19.7 million of
outstanding certificates.  The CE levels for all the upgrades have
at least doubled their original enhancement levels since closing.
As of the November 2005 distribution date, all of the pools have
experienced little to no losses.

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


ALEC OLSEN: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Alec Olsen
        2013 30th Avenue Northeast
        Issaquah, Washington 98029

Bankruptcy Case No.: 05-30625

Chapter 11 Petition Date: December 14, 2005

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Larry B. Feinstein, Esq.
                  Vortman & Feinstein
                  500 Union Street, Suite 500
                  Seattle, Washington 98101
                  Tel: (206) 223-9595

Total Assets: $5,000,780

Total Debts:  $3,322,850

Debtor's 17 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Washington Mutual Bank                          $903,245
P.O. Box 3139
Milwaukee, WI 53201-3139

Alina Garrity                                   $450,000
2013 30th Avenue Northeast
Issaquah, WA 98029

Svetlana Euzbiakna                              $148,000
2013 30th Avenue Northeast
Issaquah, WA 98027

E. Gary Donion                                   $80,000

Robert Zoffel, Esq.                              $80,000

Watermark Credit Union                           $53,486

Alina Garrity                                    $10,500

Roman Uzbyakor                                    $9,000

Chase Cardmember Service                          $8,500

Cowlitz Bank                                      $7,590

Dr. Roberto Reina                                 $5,663

Mark Mayo                                         $5,500

HFC                                               $5,000

American Express                                  $3,800

Retail Services (Comp USA)                        $2,900

Wells Fargo Financial                             $1,000

Wells Fargo Financial                             $1,000


AMERICAN LIFE: Fitch Chips Insurer Financial Strength Rating to BB
------------------------------------------------------------------
Fitch Ratings has downgraded the insurer financial strength
ratings of Jefferson National Life Insurance Company and American
Life Insurance Company of New York to 'BB' from 'BBB-'.  Both
companies are subsidiaries of Inviva, Inc., a privately held
insurance holding company based in New York City.  The Rating
Outlook for both ratings is Negative.

The action follows management's decision to defer payment of
dividends on its $91.5 million of trust preferred securities.
Inviva has not been able to raise equity capital this year as
expected and that has further constrained the company's limited
debt servicing capabilities.  While the trust preferreds do
provide for a five-year deferral of dividend payments without
triggering a default, Fitch is concerned that subsidiary capital
may be needed to meet obligations of the holding company.  As of
Sept. 30, 2005, JNL and ALICNY had paid no dividends in 2005.
JNL's and ALICNY's risk-based capital ratios are expected to be
well above expectations for the rating level at year-end 2005.

Inviva recently announced that it plans to sell its entire inforce
life insurance block to reduce expenses and free up capital.
Inviva's capital structure is heavily dependent on convertible
preferred shares of private investors and trust-preferred
securities.  The company used proceeds from the issuance of trust
preferreds in 2004 to pay down higher cost debt, reducing the
ratio of straight debt to total capital from about 20% at year-end
2003 to 8% at year-end 2004.  It was about 8.7% at Sept. 30, 2005.
Trust preferred securities represented about 66% of Inviva's
capital structure at Sept. 30, 2005.

Inviva acquired JNL, formerly Conseco Variable Insurance Company,
from Conseco in October of 2002.  Inviva acquired ALICNY in 2001.
At Sept. 30, 2005, the holding company had $2.3 billion in
consolidated total assets and $45 million in equity.

   Jefferson National Life Insurance Company

     -- IFS downgraded to 'BB' from 'BBB-' with a Negative
        Outlook.

   American Life Insurance Co. of New York

     -- IFS downgraded to 'BB' from 'BBB-' with a Negative
        Outlook.


AMERICAN MOULDING: Hires Development Specialists as Consultants
---------------------------------------------------------------
American Moulding & Millwork Company sought and obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
California to employ Development Specialists, Inc., as
consultants.

Development Specialists is expected to:

    (a) assist the Debtor's development, review and evaluation of
        overall business or sale plans, including financial and
        credit restructuring efforts, designed to restore the
        confidence of the Debtor's lenders and other creditors;

    (b) review and provide a preliminary and, if requested,
        updated assessment of the company's historical, current
        and projected financial operating performance, including a
        review of all current overhead and operating expenses,
        plans for implementation of addition financial controls,
        and other tactical responses to current operating issues;

    (c) assist the Debtor in the preparation, monitoring and
        updating of a detailed 13 week operating forecast, for use
        by the Debtor and delivery to the Debtor's lender;

    (d) develop a budget, including debtor-in-possession costs and
        expenses, as  a standby alternative for responding to the
        Debtor's creditor;

    (e) assist the Debtor with the development and preparation of
        financials oriented schedules and reports and provide
        other additional assistance  to its financial
        organization;

    (f) assist the company with the preparation of its initial
        bankruptcy statements and schedules due to the Court; and

    (g) perform such other tasks as may be agreed upon.

The Debtor will pay Development Specialists $100,000 plus:

    * 3% of the sum actually paid to Wells Fargo Bank up to the
      amount of its prepetition secured claim from the sale,
      liquidation, refinancing or other disposition of Wells
      Fargo's collateral;

    * 3% of the sums actually paid to any other secured creditors
      from the sale, liquidation, refinancing or other disposition
      of their collateral;

    * 6% of the sums paid to pre-petition unsecured creditors,
      including priority claims, which arose prior to the
      bankruptcy filing; and

    * 12% of the sum paid to equity holders, which fee shall be
      paid at the time of the payments to equity holders, but if
      the operating business is reorganized instead of liquidated,
      the Debtor shall pay on the confirmation a fixed fee
      totaling $200,000.

The Debtor discloses that Development Specialists received a
$165,325 retainer prior to the petition date, $100,000 of which
will be used to pay the fixed fee and $65,325 of which will be
held as a deposit.

To the best of the Debtor's knowledge, the Firm does not hold or
represent any interest adverse to its estate, creditors or equity
security holders.

Headquartered in Sanford, North Carolina, American Moulding and
Millwork Company -- http://www.amfurniture.com/-- is a supplier
of real wood furniture and cabinetry.  The Company filed for
chapter 11 protection on Oct. 6, 2005 (Bankr. E.D. Calif. Case No.
05-34431).  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $17,663,776 in assets and $18,481,093 in
debts.


AMERICAN MOULDING: Committee Hires Parkinson Phinney as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of American Moulding
sought and obtained authority from the U.S. Bankruptcy Court for
the Eastern District of California to employ Parkinson Phinney as
its counsel.

Parkinson Phinney is expected to:

    (a) advise and represent the Committee with respect to all
        matters and proceedings in the Debtor's chapter 11 case;

    (b) assist the Committee in analyzing the Debtor's request to
        use cash collateral, debtor-in-possession financing and
        assist with its analysis of other bankruptcy issues that
        may arise in connection with the operation of the Debtor's
        business except with regard to adversary proceedings and
        claims objections; and

    (c) assist the Committee with review, analysis, negotiations
        and taking a position with regard to a plan of
        organization.

The Committee discloses that the Firm's professionals engaged will
bill:

         Professional           Hourly Rate
         ------------           -----------
         Donna Parkinson, Esq.      $300
         Thomas Phinney, Esq.       $250

The Committee further discloses that the Firm will be compensated
through:

    * a fixed fee of $50,000 to be paid:

         -- $25,000 for the week ending Nov. 12, 2005; and
         -- $25,000 for the week ending Jan. 14, 2006, and

    * a contingency fee of 10% of the sums actually paid to pre-
      petition unsecured creditors, which will be paid at the time
      of payments to unsecured creditors.

To the best of the Committee's knowledge, the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Sanford, North Carolina, American Moulding and
Millwork Company -- http://www.amfurniture.com/-- is a supplier
of real wood furniture and cabinetry.  The Company filed for
chapter 11 protection on Oct. 6, 2005 (Bankr. E.D. Calif. Case No.
05-34431).  Thomas A. Willoughby, Esq., at Felderstein Fitzgerald
Willoughby & Pascuzzi LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $17,663,776 in assets and $18,481,093 in
debts.


AMERITRADE HOLDING: Acquisition Benefits Prompt S&P's BB Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
counterparty credit rating and 'BB' bank loan rating to Ameritrade
Holding Corp.  The outlook is stable.

"The ratings on Ameritrade are based on the financial and
strategic benefits that come with the TD Waterhouse Group Inc.
acquisition," said Standard & Poor's credit analyst Charles D.
Rauch.  "Not only does Ameritrade significantly improve its market
position in the online brokerage space, it also expands its
distribution network by gaining a nationwide branch network and
relationships with 2,600 registered investment advisors.  This
expanded distribution network will help Ameritrade move beyond the
active trader and reach a broader customer base of long-term
investors."

Financially, the combined entity has the capacity to generate
strong profit margins well above those of other online brokers.
This is due to the company's focused strategy and management's
discipline in keeping operating expenses very low.

Operating performance at the combined entity should be enhanced by
the realization of expected cost savings and possible revenue
synergies over the next six quarters.  Revenue dynamics should
also improve as TD Ameritrade, as the combined company will be
called, generates more annuity-like revenues and becomes less
dependent on trade execution, which has become a commodity-like
service.

The outlook on the combined TD Ameritrade is stable and considers
the variation of operating performance over the stock market
cycle.  To the extent that TD Ameritrade can successfully
introduce new products that broaden and deepen its penetration of
the mass-affluent market and quickly reduce its heavy debt burden,
the company would be positioned for a higher rating.  If the
company botches the Waterhouse integration, the ratings could be
lowered.


AMERITRADE HOLDING: Fitch to Rate $1.9 Billion Sr. Loans at BB
--------------------------------------------------------------
Fitch Ratings expects to assign a 'BB' long-term rating to
Ameritrade Holding Corporation's senior debt term loan borrowings,
which consist of:

     -- $250 million term loan A senior secured notes maturing
        Jan. 24, 2012;

     -- $1.650 billion term loan B senior secured notes maturing
        Jan. 24, 2013.

     -- Rating Outlook Positive.

The rating is based on Ameritrade's position as a leading player
in the online discount brokerage space.  With its proposed
acquisition of TD Waterhouse Group, Inc., Ameritrade aims to
expand revenue opportunities by broadening its focus to the
long-term investor vs. its traditional target client, the active
trader.  In so doing, Ameritrade's revenues should become more
asset-based rather than commission driven.  Ameritrade aims to
realize revenue and cost synergies of $578 million within 18
months of the transaction's close.  Fitch believes the acquisition
is beneficial because it strengthens the core franchise and helps
Ameritrade remain competitive in a rapidly consolidating industry,
but believes challenges exist.

Fitch cites the competitive nature of online brokerage and
diversified financial services.  As profit margins are squeezed in
certain business segments due to competition and technology, firms
have an ever-increasing need to expand product offerings and
diversify revenues.  The potential diversification of revenues for
TD Ameritrade, a ratings benefit, is highly dependent on the
successful integration of the TD Waterhouse business and the
ability of the company to grow and retain client assets.  The
speed and success of integration will directly affect the
company's ability to service debt.  Debt to equity upon
transaction close will be approximately 1.7:1.

Fitch also cites the deal's effect on tangible equity as a ratings
concern.  The transaction will result in negative tangible equity,
as total goodwill of the combined companies will be $1.9 billion.
Equity at the combined company will be $1.1 billion.

Fitch will monitor the rate of synergies realized and whether
Ameritrade is on target.  The combination should accrue scale
benefits to Ameritrade's core franchise, hence warranting the
Positive Rating Outlook.

The $1.9 billion in borrowings in addition to $350 million in
excess cash of Ameritrade and $400 million of capital contributed
by TD Bank Financial Group will fund a special dividend to be paid
out to current Ameritrade shareholders.  The dividend is
contingent upon the closing of Ameritrade's acquisition of the
U.S. retail securities brokerage business of TD Waterhouse Group,
Inc., the discount brokerage segment of TD Bank.  Simultaneously,
Ameritrade will sell its Canadian based brokerage business to TD
for $60 million in cash.  Initial ownership by TD will be
approximately 32%; however upon transaction close, TD will make a
tender offer for approximately 7.2% of outstanding shares at a
minimum guaranteed share price of $16.  Maximum ownership by TD
Bank will be capped at 39.9% for three years.


AMSCAN HOLDINGS: S&P Rates Proposed $410 Million Loan at B+
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
rating and '1' recovery rating to Amscan Holdings Inc.'s proposed
$410 million first lien bank facility, indicating the expectation
of full recovery of principal in the event of a payment default.

In addition, Standard & Poor's assigned its 'B' bank loan rating
and '2' recovery rating to the company's proposed $65 million
second lien bank facility, indicating the expectation of
substantial recovery of principal in the event of a payment
default.  The ratings are based on preliminary terms and are
subject to review upon final documentation.

At the same time, the 'B' corporate credit and 'CCC+' subordinated
debt ratings on the party goods distributor and manufacturer were
affirmed.  The 'B' bank loan and '2' recovery ratings on Amscan's
proposed $505 million senior secured bank facility have been
withdrawn.  Ratings on Amscan's existing $255 million credit
facility will be withdrawn upon completion of the refinancing.
The outlook remains negative.  Pro forma for the acquisition of
Party City Corp., Amscan will have about $575 million of total
debt outstanding.

The actions follow the company's decision to reduce the debt
portion related to the acquisition of Party City by $30 million
with a corresponding $30 million increase in the amount of equity
contribution.  Subject to regulatory approval and receipt of debt
financing, the transaction is targeted to close by the end of
2005.


ANY MOUNTAIN: Court Approves Disclosure Statement for Amended Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
approved the adequacy of the Disclosure Statement explaining the
Fourth Amended Plan of Reorganization of Any Mountain, Ltd., on
Dec. 12, 2005.

                      Prior Plan Scrapped

The Debtor reminded the Court that it proposed a prior plan, which
provided for the liquidation of some of its assets and the
continuation of the business at limited remaining locations, and
that the Court approved a Disclosure Statement explaining that
plan.  The Debtor was unable to obtain sufficient ballots and had
to scrap that plan.  The Official Committee of Unsecured
Creditors, in turn, attempted to have a chapter 11 trustee
appointed.  Although the Court conditionally granted the
Committee's motion, the Committee has decided not to implement the
order following a change in the Debtor's management.

                  Asset Sale to SSV Ventures

The Debtor tells the Court that it entered into an agreement to
sell all of its business assets, including, trade name, furniture,
fixtures, equipment, leases and inventory to SSV Ventures, LLC for
$4.1 million.  The Debtor says that it will retain a lease at 2350
Junipero Serra, Daly City, two vehicles and cash on hand.

            Committee's Agreement with Eldon Hoffman

The Debtor discloses that the Committee entered into a compromise
agreement with Eldon "Bud" Hoffman, founder and CEO of Any
Mountain Ltd., which was approved by the Court.  The agreement
provides:

    (1) that Mr. Hoffman resign as officer and director of
        the Debtor,

    (2) that claims for avoidable transfers as to Mr. Hoffman
        would be released,

    (3) that Mr. Hoffman's claims against the estate are
        subordinated to all other claims,

    (4) Mr. Hoffman would receive the vehicles excluded from the
        SSV sale, and

    (5) Mr. Hoffman would receive the sum of $150,000 in cash from
        the estate.

Upon resignation by Mr. Hoffman, Steve Ferguson, COO, will be
named CRO of the Debtor.

                         Trust Funds

The Debtor tells the Court that the cash proceeds of the sale have
been disbursed from the trust to:

    a. Sonoma National Bank Account designated "Cardinal
       Financial" to which the disputed liens of Cardinal
       Financial have been attached pursuant to Order of the Court
        ($700,000);

    b. Sonoma National Bank Account designated "Marker Ltd." to
       which the disputed liens of Marker Ltd. have been attached
       pursuant to Order of the Court ($8,475);

    c. Sonoma National Bank Account designated "Performance Sports
       Apparel" to which the disputed liens of Performance Sports
       Apparel have been attached pursuant to Order of the Court
        ($85,036);

    d. Sonoma National Bank Account designated "Rossignol" to
       which the disputed liens of Rossignol have been attached
       pursuant to Order of the Court (187,000);

    e. Sonoma National Bank Account designated "Nordica USA" to
       which the disputed liens of Nordica USA have been attached
       pursuant to Order of the Court ($2,272);

    f. Sonoma National Bank Account designated "Marmot" to which
       the disputed liens of Marmot have been attached pursuant to
       Order of the Court ($31,395); and

    g. the balance to the Debtor-in-Possession accounts.

                       Terms of the Plan

Under the Fourth Amended Plan, the secured claims of:

    * Cardinal Financial Services;
    * Marker Ltd.;
    * Marmot;
    * Nordica USA;
    * Performance Sports Apparel; and
    * Rossignol,

are secured by the sale proceeds held in trust to the extent of
each allowed secured claim.

Under the Plan, other allowed claims of creditors, will be paid
following payment of allowed expenses of administration and
expenses of liquidation and distribution from:

    a. unencumbered cash on hand;

    b. unencumbered cash later determined to be unencumbered;

    c. proceeds of sale of Business Assets as approved by
       Order of the Court and entered Aug. 5, 2005, including
       reserves;

    d. proceeds of sale of the commercial real property lease
       relating to the real property located at Junipero Blvd.,
       Daly City, California, if any; and

    e. avoidable transfers net of expenses of recovery.

Holders of shareholders interests may retain property and cash
distributed or distributable pursuant to a settlement and
compromise agreement entered into by such holder with the
Unsecured Creditors Committee and approved by the Court.  Such
property and cash is not distributable on account of such
interest, but shall be retained by such holder.  Such holder shall
not receive any distribution under the terms of the Plan on
account of such interests unless the allowed claims of all senior
classes are paid in full together with interest at the legal rate.

                      Avoidance Actions

Avoidance actions will be initiated by the Debtor against:

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

A copy of the Debtor's Fourth Amended Disclosure Statement is
available for a fee at:

    http://www.researcharchives.com/bin/download?id=051216030744

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


ARCAP 2005-1: S&P Puts Low-B Ratings on $115 Mil. Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to ARCap 2005-1 Resecuritization Trust's $568.4 million
collateralized debt obligation certificates series 2005-1.

The preliminary ratings are based on information as of
Dec. 15, 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 securities and the geographic and property
type diversity of the mortgaged properties securing the underlying
CMBS collateral.  The collateral pool consists of 105 classes of
pass-through certificates from 15 CMBS transactions.

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

               ARCap 2005-1 Resecuritization Trust

                                                 Recommended
     Class     Rating            Amount       credit support
     -----     ------            ------       --------------
     A         AAA         $112,100,000               80.28%
     B         AA           $55,100,000               70.58%
     C         A            $41,100,000               63.35%
     D         A-           $23,300,000               59.25%
     E         BBB+         $18,000,000               56.08%
     F         BBB+         $17,000,000               53.09%
     G         BBB+         $17,000,000               50.10%
     H         BBB          $21,800,000               46.27%
     J         BBB-         $21,800,000               42.43%
     K         BB           $82,500,000               27.91%
     L         B            $32,800,000               22.14%
     M         NR          $125,854,561                0.00%
     X         NR          $568,354,561                 N/A

                        NR -- Not rated.

                     N/A -- Not applicable.


ASARCO LLC: Wants to Assume Gault Group Services Agreement
----------------------------------------------------------
ASARCO LLC is a party to a professional services agreement with
Gault Group, Inc., dated Aug. 29, 2002.

Under the Agreement, Gault Group provides consulting services in
relation with the reclamation of a portion of the Mission Mine
Complex, located within San Xavier District of the Tohono O'odham
Nation, in Arizona.

Specifically, Gault Group develops the Scope of Work on the
reclamation project to conform with 25 C.F.R. 211 and 212 and
related mine reclamation statutes and regulations, as well as to
secure financial assurance for the reclamation tasks.  Gault
Group provides regular reports that describe current practices
and operations in the reclamation project.

Due to the complexity and potential size of the reclamation
claims related to the Mission Mine, ASARCO seeks authority from
the U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi to assume the Agreement.

The outstanding amount due under the Agreement is $89,073.
ASARCO intends to pay the cure amount on mutually acceptable
terms.

ASARCO believes that the Agreement provides ongoing value to its
estate and that Gault Group's continued business relationship is
critical to its operations.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants to Assume Modified Prudential Futures Contracts
-----------------------------------------------------------------
C. Luckey McDowell, Esq., at Baker Botts L.L.P., in Dallas,
Texas, informs the U.S. Bankruptcy Court for the Southern District
of Texas in Corpus Christi that ASARCO LLC's revenues can be
affected dramatically by market movements in the price of copper
and precious metals.  Many of those revenues come from refined
copper sales contracts that provide for sales at a fixed price at
a future time.

However, ASARCO seeks to obtain "spot" refined copper prices
during the month in which it ships refined copper.  To limit the
adverse effects of declines in the price of copper, which could
affect the ability to obtain the "spot" price, ASARCO entered
into exchange-traded futures contracts relating to the fixed-
price customer contracts.  Those futures contracts, Mr. McDowell
explains, provide that ASARCO would purchase copper on future
dates in certain quantities and at fixed prices, thus, "locking
in" its profit on the copper's sale.

"This 'customer hedging' protects [ASARCO] against price
fluctuations between the time of entering into the sales contract
and the actual delivery," Mr. McDowell tells Judge Schmidt.

Mr. McDowell says that ASARCO has 95 prepetition futures
contracts with Prudential Financial Derivatives, LLC, consisting
of:

   * 23 contracts of December 2005 CMX copper,
   * 57 contracts of March 2006 CMX copper,
   * 13 contracts of May 2006 CMX copper, and
   * two contracts of July 2006 CMX copper.

Moreover, since it continues to be in the market for selling
copper for future delivery at fixed prices, ASARCO's operations
will be less subject to price fluctuations if it can enter into
new contracts as the former contracts terminate or run to
completion.

In addition, Mr. McDowell states that as the copper's current
price is at an all time high price, ASARCO may elect to use
futures contracts to sell its anticipated production forward,
hence, fixing its profit on sales against future production.
ASARCO would also use Postpetition Futures Contracts for that
purpose as well.

              Modifications to Prudential Contracts

ASARCO's prepetition positions in futures contracts were aimed at
fixed prices before the labor strike in early July 2005.  Since
the Petition Date, ASARCO has been liquidating those prepetition
positions by selling in the month of scheduled delivery of the
copper.

Mr. McDowell relates that ASARCO has been fortunate that copper
sales could be completed through delivery of copper cathode
ASARCO has continued to produce.

However, Mr. McDowell says, ASARCO has not taken on new futures
positions since the strike began because of the resulting
uncertain production levels.

With the resolution of the labor strike and the resumption of
normal copper production, Mr. McDowell tells the Court that
ASARCO will again need to offer an option to purchase copper for
forward delivery at known prices.  Pricing copper in advance
requires that ASARCO again hedge against market fluctuations by
entering into Postpetition Futures Contracts.

In support of its positions on the Prudential Contracts, ASARCO
maintains a $2,240,139 equity account, consisting of $1,620,751
in cash and $619,388 in unrealized profits.  ASARCO is a member
of the New York Commodity Exchange, a division of the New York
Mercantile Exchange, and is normally required to maintain a
margin balance equal to $2,000 per futures contract of 25,000
pounds.

Mr. McDowell recounts that on the Petition Date, ASARCO asked
NYMEX to permit it to maintain, rather than suspend, its
membership.  NYMEX accepted ASARCO's request, but it doubled
ASARCO's minimum margin balance to $4,000 per futures contract.
The higher margin balance requires ASARCO to maintain a $632,000
balance based on its current futures contracts.

Currently, ASARCO has over $2,200,000 in equity in the account,
so the revised margin requirements will not require ASARCO to
post additional capital in the account.

       Account Agreement and Postpetition Futures Contract

Subsequently, ASARCO and Prudential have agreed to permit ASARCO
to close out its positions in existing futures contracts by
allowing ASARCO to enter into offsetting positions in accordance
with this schedule:

     Schedule             No. of Lots to be Liquidated
     --------             ----------------------------
     October 2005                      3
     November 2005                    29
     December 2005                    26
     January 2006                      7
     February 2006                    14
     March 2006                        7
     April 2006                       12
     May 2006                          8
     June 2006                        10
     July 2006                         0
     August 2006                       4

Mr. McDowell tells Judge Schmidt that if ASARCO does not keep to
that schedule, Prudential may terminate some or all of the
Prudential Contracts.  In that event, ASARCO agrees that it will
not object to the termination of the contract based on theories
of delay or laches.  Prudential has agreed to accept the higher
margin balance imposed by NYMEX, but Prudential reserves its
right to increase that margin requirement at a later time if the
circumstances so require.

Prudential may also terminate its Contracts on one business day's
notice if ASARCO fails to post its required margin payments,
which rights are contained in the account agreement.

Furthermore, ASARCO and Prudential will enter into Postpetition
Futures Contracts.  Under its terms, Prudential would have the
same rights to terminate the Postpetition Futures Contracts as
are provided for under the Account Agreement or as to commodity
brokers with respect to prepetition futures contracts.

To the extent that there is a loss on the liquidation or
termination of a Postpetition Futures Contract, Prudential will
be entitled to an administrative claim under Section 503(b) of
the Bankruptcy Code.

ASARCO seeks the Court's authority to:

   (1) assume the Prudential Contracts, as modified;

   (2) enter into Postpetition Futures Contracts with
       Prudential; and

   (3) enter into a new Account Agreement with respect to
       Postpetition Futures Contracts.

"The Debtor's decision to assume the Prudential Contracts is
based on sound business judgment," Mr. McDowell asserts.

Mr. McDowell explains that the Prudential Contracts provide
ongoing value to ASARCO's estate by minimizing the market risk of
fluctuating copper prices and by fixing ASARCO's profits with
respect to its current copper delivery obligations.  In addition,
Prudential has an ongoing favorable business relationship with
ASARCO, and assumption of the Prudential Contracts will foster
that business relationship, Mr. McDowell points out.

Moreover, by assuming the Prudential Contracts and entering into
Postpetition Futures Contracts, ASARCO can prevent Prudential
from automatically terminating the prepetition futures contracts.
As a commodity broker, Prudential is exempted from the automatic
stay provisions.

Unless the request is approved, ASARCO's ability to adequately
protect itself from market fluctuations in the price of copper
will be severely hampered, Mr. McDowell insists.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Committee Hires Fulbright as Special Local Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi gave the Official Committee of Unsecured Creditors
appointed in ASARCO LLC's case authority to retain Fulbright &
Jaworski L.L.P., as its special local counsel, nunc pro tunc to
Sept. 12, 2005.

As previously reported in the Troubled Company Reporter on
Nov. 30, 2005, Evelyn H. Biery will primarily represent the
Committee as its lead attorney.  Ms. Biery will be assisted by
other Fulbright attorneys Zack A. Clement, Jonathan Bolton, Sharon
Beausoleil-Mayer, Jason Boland, Paul Botros and Mark Worden.

Fulbright's hourly billing rates for domestic offices range from:

         Professional               Hourly Rate
         ------------               -----------
         Partners                   $350 to $680
         Senior Associates          $300 to $465
         Senior Counsel             $320 to $580
         Counsel                    $165 to $485
         Associates                 $165 to $385
         Patent Agents              $170 to $265
         Counsel                    $325 to $690
         Legal Assistants            $70 to $215
         Senior Legal Assistants    $120 to $210

The hourly rates of the Fulbright professionals that will
primarily represent the Committee are:

         Professional               Hourly Rate
         ------------               -----------
         Evelyn Biery                  $650
         Zack Clement                   650
         Johnathan Bolton               300
         Sharon Beausoleil-Mayer        285
         Jason Boland                   240
         Paul Botros                    240
         Mark Worden                    240

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: Creditors Have Until Jan. 20 to Vote on Plan
----------------------------------------------------------
Judge Lorch approved uniform plan solicitation and ballot
tabulation procedures in ATA Airlines, Inc., and its debtor-
affiliates' chapter 11 cases.

The U.S. Bankruptcy Court for the Southern District of Indiana has
set Dec. 12, 2005, as the Voting Record Date for determining the
holders of Claims entitled to receive a Solicitation Package and
entitled to vote on the Reorganizing Debtors' Amended Plan of
Reorganization.

The BMC Group, the Debtors' voting agent, will transmit the
Solicitation Package by December 19 to the holders of Claims,
Interests or other parties.  The Court directs National City Bank
to facilitate service of the Solicitation Package to holders of
Old Holdings Common Stock by providing the Voting Agent with a
list containing the names, addresses and holdings of the Public
Holders of the Old Holdings Common Stock as of the Voting Record
Date.

Creditors have until January 20, 2006, to cast their ballots to
vote to accept or reject the Plan.

The Reorganizing Debtors are entitled to temporarily allow certain
Claims in substantial compliance with the procedures.  The Court
fixes January 13, 2006, as the last day for parties-in-interest to
seek temporary allowance of Claims for voting purposes pursuant to
Rule 3018(a) of the Federal Rules of Bankruptcy Procedure.

Each Qualified Holder as of the Voting Record Date may subscribe
for its Pro Rata Share of Rights Offering New Shares and
additional Rights Offering New Shares of the New Holding Company
until January 23, 2006.

A Qualified Holder is a person who holds an Allowed Class 6 Claim
or is listed on the Rights Offering Claim Amount List who (a) is
an "accredited investor" as that term is defined in Rule 501(a) of
Regulation D promulgated under the Securities Act and (b) is a
U.S. Citizen.  Pro Rata Share of Rights Offering New Shares means
the ratio -- expressed as a percentage -- of the Qualified
Holders' Rights Participation Claim Amount, as determined as of
the Subscription Expiration Date, to $1,100,000,000.

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


ATA AIRLINES: Court Schedules Jan. 30 Plan Confirmation Hearing
---------------------------------------------------------------
Judge Lorch of the U.S. Bankruptcy Court for the Southern
District of Indiana will convene a hearing to consider
confirmation of the Reorganizing Debtors' Amended Plan of
Reorganization on Jan. 30, 2006, 10:00 a.m. (EST).  The
Confirmation Hearing Date may be continued from time to time.

Confirmation objections must be filed and served by Jan. 23, 2006.

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


ATHLETE'S FOOT: Court Confirms Second Amended Liquidation Plan
--------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the Second Amended Joint
Plan of Liquidation filed by The Athlete's Foot, LLC, and Delta
Pace LLC, together with their Official Committee of Unsecured
Creditors.

Judge Bernstein determined that the Plan satisfies the 13
standards for confirmation required under Section 1129(a) of the
Bankruptcy Code.

                      Overview of the Plan

After selling substantially all of their assets and paying off
their principal secured debt, the Debtors, in consultation with
the Committee, focused on formulating a plan of liquidation that
will enable them to make distributions to holders of Allowed
Claims as soon as practicable and subsequently wind up and
terminate the Debtors' business affairs.

The Plan provides for the:

      i) creation of the Liquidation Trust,

     ii) compromise and settlement of claims; and

    iii) rejection of any remaining executory contracts and
         unexpired leases to which any Debtor is still a party.

                       About the Plan

The Debtors operations will be winded down after confirmation of
their Plan.  On the Plan's effective date, the Debtors' assets
will be transferred to a Liquidation Trust.  A Liquidation Trustee
will make distributions to creditors, investigate and prosecute
rights of action, and resolve claim disputes.

Under the Plan, these claims are unimpaired:

     * priority non-tax claims,
     * secured claims,
     * allowed fee claims,
     * priority tax claims, and
     * administrative claims.

General unsecured creditors owed approximately $30,284,629 will
receive:

    i) beneficial interests in the Liquidation Trust entitling
       the holders to recover pro rata shares of any cash from a
       Distribution Fund; or

   ii) less favorable treatment that the Debtors or the
       Liquidation Trustee, the Committee and an unsecured claim
       holder will agree upon.

General unsecured creditors are expected to recover 7% to 10% of
their claims.

Intercompany claims and equity interests will be cancelled.

                Creditors' Committee Survives

The Official Committee of Unsecured Creditors will not be
disbanded upon plan confirmation.  The Committee will be given the
power to prosecute all litigation causes of action and defenses.
It will also continue the adversary proceeding commenced by the
Debtors against GMAC Commercial Finance LLC seeking to recover
$525,000.

                        Plan Funding

A summary of estimated proceeds that will be available for
distribution to creditors:

  Source                                Estimated Proceeds
  ------                                ------------------
  Cash on Hand                       $2,300,000  to  $2,700,000
  Professional Fees Carve Out           525,000         525,000
                                     ----------      ----------
  Total Estimated Proceeds           $2,825,000      $3,230,000

  Application of Estimated Proceeds
  ---------------------------------
  Chapter 11 Professional Fees         $750,000  to    $600,000
  Wind-down costs                       100,000          75,000
                                       --------        --------
  Total Estimated Chapter 11 Costs     $850,000        $675,000

  Estimated Proceeds
  Available for Distribution         $1,975,000  to  $2,555,000

Headquartered in New York, New York, Athlete's Foot Stores, LLC
-- http://www.theathletesfoot.com/-- operates approximately
125 athletic footwear specialty retail stores in 25 states.  The
Company and its debtor-affiliate filed for chapter 11 protection
on December 9, 2004 (Bankr. S.D.N.Y. Case No. 04-17779).  Bonnie
Lynn Pollack, Esq., and John Howard Drucker, Esq., at Angel &
Frankel, P.C. represents the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed total assets of $33,672,000 and total debts
of $39,452,000.


ATLAS PIPELINE: Prices $250 Million of 8.125% Senior Notes
----------------------------------------------------------
Atlas Pipeline Partners L.P. (NYSE:APL) and its newly formed
subsidiary Atlas Pipeline Finance Corp. reported the pricing of
$250 million of 8.125% senior unsecured notes due 2015 in a
private placement.  The company 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 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.

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 the 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.


BANC OF AMERICA: Fitch Lifts Ratings on $62.4 Mil. Cert. Classes
----------------------------------------------------------------
Fitch Ratings upgrades Banc of America Commercial Mortgage Inc.'s
commercial mortgage pass-through certificates, series 2002-2:

     -- $64.7 million class B to 'AA+' from 'AA';
     -- $17.2 million class C to 'AA' from 'AA-';
     -- $12.9 million class D to 'AA-' from 'A+';
     -- $17.2 million class E to 'A+' from 'A';
     -- $21.6 million class F to 'A' from 'A-';
     -- $23.6 million class G to 'A-' from 'BBB+';
     -- $19.4 million class H to 'BBB+' from 'BBB';
     -- $21.6 million class J to 'BBB' from 'BBB-';
     -- $36.6 million class K to 'BBB-' from 'BB+';
     -- $12.9 million class L to 'BB+' from 'BB';
     -- $12.9 million class M to 'BB' from 'BB-'.

In addition, Fitch affirms these classes:

     -- $38.7 million class A-1 at 'AAA';
     -- $320.7 million class A-2 at 'AAA';
     -- $975.2 million class A-3 at 'AAA';
     -- $1.7 billion class XC at 'AAA';
     -- $1.5 billion class XP at 'AAA';
     -- $16.8 million class N at 'B+';
     -- $6.8 million class O at 'B'.

The $38.8 million class P is not rated by Fitch.

The ratings upgrades reflect scheduled amortization since issuance
and an increase in defeasance.  As of the November 2005
distribution date, the pool has paid down 3% to $1.65 billion from
$1.69 billion at issuance.  There are currently no specially
serviced loans.

Fitch reviewed the transaction's three credit assessed loans:

     * Crabtree Valley Mall,
     * Bank of America Plaza, and
     * Centre at Preston Ridge.

All three loans maintain their investment grade credit assessments
based on their stable performance.

Crabtree Valley Mall is secured by a 998,486 square feet retail
property located in Raleigh, North Carolina.  Occupancy as of June
2005 was 97.4%, compared with 97.1% at issuance.

Bank of America Plaza is secured by a 1,279,152sf office property
located in Atlanta, Georgia.  Occupancy as of June 2005 was 100%,
compared with 94.0% at issuance.

Center at Preston Ridge is secured by a 728,962sf retail property
located in Frisco, Texas.  Occupancy as of June 2004 was 93.2%,
compared with 85.7% at issuance.


BEAR STEARNS: Fitch Affirms Low-B Ratings on $17.9MM Cert. Classes
------------------------------------------------------------------
Fitch Ratings upgrades Bear Stearns Commercial Mortgage Securities
Corporation's commercial mortgage pass-through certificates,
series 1998-C1:

     -- $35.7 million class B to 'AAA' from 'AA';
     -- $32.2 million class C to 'AA' from 'A'.
     -- $32.2 million class D to 'BBB+' from 'BBB';
     -- $8.9 million class E to 'BBB' from 'BBB-'.

In addition, Fitch affirms these classes:

     -- $35.6 million class A-1 at 'AAA';
     -- $417.2 million class A-2 at 'AAA';
     -- Interest-only class X at 'AAA';
     -- $12.5 million class F at 'BB+';
     -- $5.4 million class H at 'BB-'.

Fitch does not rate $12.5 million class G, $17.9 million class I,
$4.6 million class J or $4 million class K.

The upgrades reflect increased credit enhancement levels due to
defeasance, prepayments and scheduled amortization.  Twenty-eight
loans have fully defeased to date.  As of the November 2005
distribution date, the pool has paid down 13.4% to $618.7 million
from $714.7 million at issuance.

Currently, three assets are in special servicing.  The largest
specially serviced asset is secured by four real estate owned
warehouse properties in and around Rochester, New York.  The sale
of two of these warehouses closed in January 2004 and March 2005,
respectively.  The remaining two properties are under contract
with the closing scheduled for year-end.  Fitch projects losses
upon disposition of these properties.

The second largest specially serviced loan is a retail property in
Cedar City, Utah, and is current.  This loan was transferred to
the special servicer in February 2003 due to the bankruptcy of
Kmart and subsequent rejection of lease.  The borrower has since
been attempting to re-tenant the vacant space.  The special
servicer is assessing its options with regards to the workout of
this loan.  Fitch does not anticipate a loss on this loan at this
time.


BEAR STEARNS: Fitch Puts Low-B Ratings on Class J & K Certificates
------------------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Inc., commercial
mortgage pass-through certificates, series 2005-LXR1, are rated by
Fitch Ratings:

     -- $226,375,000 class A-1 'AAA';
     -- $150,916,000 class A-2 'AAA';
     -- $169,870,000 class A-3 'AAA';
     -- $982,753,256 class X-1 'AAA';
     -- $982,753,256 class X-2 'AAA';
     -- $136,789,000 class B 'AA-';
     -- $34,197,000 class C 'A+';
     -- $34,197,000 class D 'A';
     -- $34,152,000 class E 'A-';
     -- $51,387,000 class F 'BBB+';
     -- $68,349,000 class G 'BBB';
     -- $68,395,000 class H 'BBB-';
     -- $75,196,000 class J 'BB+';
     -- $24,550,301 class K 'BB'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 15
full service hotels and a retail shopping center securing one
floating rate loan having a principal balance of approximately
$1,074,373,302, as of the cutoff date.

For a detailed description of Fitch's rating analysis, please see
the report titled 'Bear Stearns Commercial Mortgage Securities
Inc., Series 2005-LXR1', dated Nov. 14, 2005, and available on the
Fitch Ratings Web site at http://www.fitchratings.com/


BIRCH TELECOM: Files Disclosure Statement in Delaware
-----------------------------------------------------
Birch Telecom, Inc. and its debtor-affiliates delivered a
Disclosure Statement explaining their Joint Chapter 11 Plan of
Reorganization to the U.S. Bankruptcy Court for the District of
Delaware.

The Plan provides for the classification and treatment of Claims
against and Interests in the Debtors based on a joint plan
structure.  The Plan represents a proposed reorganization of the
Debtors including the proposed Lender Settlement, on terms
agreeable to the Debtors and the secured lenders under the credit
agreement, dated as of Sept. 30, 2002, among Birch Telecom
Finance, Inc., the borrower, Birch Telecom, Inc., and Bank of
America, N.A., as administrative agents, and the lenders.

                       Terms of the Plan

Under the Plan:

    * Priority Claims other than Administrative Claims and
      Priority Tax Claims; and

    * Other Secured Claims,

are unimpaired.

                  Treatment of Impaired Claims

                         Lender Claims

The Debtor tells the Court that Lender Claims are divided in to 29
sub-classes:

    1. Finance Lender Secured Claims; and

    2. Birch and Guarantor Debtor Credit Agreement Guarantee
       Secured Claims where the remaining 28 subclasses are
       grouped.

                 Finance Lender Secured Claims

If the Court approves the Lender Settlement, then on the
Consummation Date:

    (a) an amount equal to the indebtedness under the Credit
        Agreement will be refinanced as Reinstated Indebtedness
        under the Amended and Restated Credit Agreement and
        Reorganized Finance and each holder of Finance Lender
        Secured Claims will execute and deliver the Amended and
        Restated Credit Agreement;

    (b) under the Amended and Restated Credit Agreement,
        Reorganized Finance will execute and deliver a New
        Promissory Note to each of the Lenders requesting such a
        note and evidencing the term loan obligation of
        Reorganized Finance;

    (c) Reorganized Finance will enter into and execute such
        documents, instruments and agreement requested by the New
        Agent to confirm, affirm or grant to the New Agent for the
        ratable benefit of the lenders under the Amended and
        Restated Credit Agreement a duly perfected first priority
        lien on and security interest in the assets of Reorganized
        Finance owned on the consummation date subject to liens
        securing Other Secured Claims and other permitted liens
        provided in the Amended and Restated Credit Agreement;

    (d) Reorganized Finance will enter into and execute such other
        documents, instruments and agreements as requested by the
        New Agent pursuant to the terms of the Amended and
        Restated Credit Agreement including the New Guarantee and
        Collateral Agreement;

    (e) holders of Finance Lender Secured Claims will receive a
        Pro Rata share of New Common Stock;

    (f) Finance and its Estate will release the Agent and the
        Lenders; and

    (g) Reorganized Birch will pay in full and in cash the
        expenses of the Lender Steering Committee.

In the event that the Court does not approve the Lender
Settlement, holders of Finance Lender Secured Claims will receive
the same treatment except that:

    * Finance and its Estate will not release the Agent and the
      Lenders, and

    * the Creditor Trust Action will be assigned to the Creditor
      Trust.

           Credit Agreement Guarantee Secured Claims

If the Court approves the Lender Settlement, then on the
Consummation Date:

    (i) Reorganized Birch and the Reorganized Guarantor Subsidiary
        Debtors will enter into and execute:

         (a) the Amended and Restated Credit Agreement, each as
             guarantor of Reorganized Finance's obligations and
             execute such other documents, instruments and
             agreements requested by the New Agent to confirm,
             affirm or grant to the lenders under the Amended and
             Restated Credit Agreement a guarantee by Reorganized
             Birch and each Reorganized Guarantor Subsidiary
             Debtor of the indebtedness of Reorganized Finance
             under the Amended and Restated Credit Agreement;

         (b) documents, instruments and agreement reasonably
             requested by the New Agent to confirm, affirm or
             grant to the New Agent for the ratable benefit of the
             lenders under the Amended and Restated Credit
             Agreement a duly perfected first priority lien on and
             security interest in all assets of Reorganized Birch
             and each Reorganized Guarantor Subsidiary Debtor
             owned on the consummation date or acquired subject to
             liens securing Other Secured Claims and other
             permitted liens provided in the Amended and Restated
             Credit Agreement; and

         (c) other related documents, instruments and agreements
             requested by the New Agent pursuant to the terms of
             the Amended and Restated Credit Agreement including
             the New Guarantee and Collateral Agreement; and

   (ii) the Guarantor Debtors and their Estates will release the
        Agent and the Lenders.

In the event that the Court does not approve the Lender
Settlement, holders Guarantee Secured Claims will receive the same
treatment except that:

    * Finance and its Estate will not release the Agent and the
      Lenders, and

    * the Creditor Trust Action will be assigned to the Creditor
      Trust.

                      Deficiency Claims

If the Court approves the Lender Settlement, then holders of
Lender Deficiency Claims will receive nothing under the plan.  If
the Court does not approve the Lender Settlement, then holders of
Allowed Lender Deficiency Claims will receive the same treatment
as General Unsecured Claims.

                   General Unsecured Claims

Under the plan, liability for all General Unsecured Claims as of
the consummation date will be automatically deemed assumed by the
Creditor Trust.

In the event that the holders of General Unsecured Claims accept
the Plan, the Committee supports the Plan and the Court approves
the Lender Settlement, the Debtors will:

    (a) pay the Trust Payment to the Creditor Trust the total
        amount of $500,000; and

    (b) transfer the Trust Avoidance Claims to the Creditor Trust
        and on the Distribution Date, each holder of an allowed
        general unsecured claim will receive:

         * a Pro Rata share of Available Creditor Trust Cash;

         * treatment as a Convenience Claims if elected by the
           holder of the general unsecured claim; or

         * other treatment that the Trustee and holder of such
           claim agree upon.

In the event that the Court approves the Lender Settlement without
the Committee supporting the plan or the holders of general
unsecured claims rejecting the plan:

    (a) Lenders will pay the Limited Recourse Loan Proceeds in the
        amount of $100,000 to the Creditor Trust on the
        consummation date; and

    (b) the Debtors will transfer the Trust Avoidance Claims to
        the Creditor Trust and on the Distribution Date, each
        holder of an allowed general unsecured claim will receive:

         * Pro Rata share of Available Creditor Trust Cash;

         * treatment as a Convenience Claims if elected by the
           holder of the general unsecured claim; or

         * other treatment that the Trustee and holder of such
           claim agree upon.

When the Excess Available Creditor Trust is realized, it will be
used to repay to the Agent the Limited Recourse Loan in full.

If the Court does not approve the Lender Settlement, then the
Debtor will transfer the Creditor Trust Action to the Creditor
Trust and on the Distribution Date, each holder of an allowed
general unsecured claim will receive:

    (a) a Pro Rata share of Available Creditor Trust Cash;

    (b) treatment as a Convenience Claims if elected by the holder
        of the general unsecured claim; or

    (c) other treatment that the Trustee and holder of such claim
        agree upon.

                         Other Claims

Holders of:

    * Intercompany Claims;
    * Old Birch Series A Preferred Stock Interests;
    * Old Birch Common Stock Interests;
    * Old Subsidiary Equity Interest; and
    * Other Equity Interests,

will receive nothing under the plan and on the consummation date,
will be cancelled and extinguished.

Subordinated Claims won't receive anything under the plan either.

Convenience Claims will receive in full satisfaction, cash equal
to an [unspecified] percentage of the amount of the convenience
claim.

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- own and operate an
integrated voice and data network, and offer a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


BIRCH TELECOM: Wants Exclusive Period Extended Until March 10
-------------------------------------------------------------
Birch Telecom, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to further
extend until March 10, 2006, the period in which they have the
exclusive right to file a chapter 11 plan.  The Debtors also
want until May 9, 2006, to solicit acceptances of that plan.

Since the chapter 11 filing, the Debtors have made significant
progress, including:

   * the stabilization of their businesses,

   * negotiation of reorganization terms with their creditors, and

   * filing of an initial plan and disclosure statement [with a
     number of blanks to be filled-in].

The Debtors believe that the extension will afford them enough
time to negotiate and propose one or more reorganization plans to
rehabilitate their businesses without the additional costs,
business deterioration and disruption that might be caused by the
filing of competing reorganization plans by non-Debtor parties.

In addition, the Debtors want to further develop and negotiate the
terms of their initial reorganization plan, which they hope will
lead to a consensual resolution of their chapter 11 cases.

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- own and operate an
integrated voice and data network, and offer a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


BIRCH TELECOM: Has Until Feb. 8 to Remove Civil Actions
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
through Feb. 8, 2006, the time within which Birch Telecom, Inc.,
and its debtor-affiliates may file notices with respect to pre-
petition civil actions pursuant to Rule 9006(b) of the Federal
Rules of Bankruptcy Procedure.

The Debtors explained that they are parties to numerous judicial
and administrative proceedings currently pending in various courts
and administrative agencies throughout the country.  Those actions
consist of all forms of commercial, tort and employment-related
litigation.

The Debtors gave the Court three reasons supporting the extension:

   1) they have devoted most of the time since the Petition Date
      in stabilizing their businesses, implementing various cost-
      saving measures and implementing procedures to comply with
      the substantial reporting and disclosure requirements
      required for debtors-in-possession;

   2) the requested extension will give them more time and
      opportunity to make fully-informed decisions concerning the
      removal of the pre-petition civil actions in order to
      protect their valuable right to adjudicate lawsuits pursuant
      to 28 U.S.C. Section 1452;

   3) the requested extension will not prejudice the Debtors'
      adversaries in the civil actions because if the extension is
      granted, it will not prevent those adversaries from seeking
      a remand pursuant to 28 U.S.C. Section 1452(b).

Headquartered in Kansas City, Missouri, Birch Telecom, Inc. and
its subsidiaries -- http://www.birch.com/-- own and operate an
integrated voice and data network, and offer a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


BISYS GROUP: Extends Closing Date for Unit's Sale to Dec. 31, 2005
------------------------------------------------------------------
The BISYS Group, Inc. has reached an agreement with Open Solutions
Inc. (NASDAQ: OPEN) to amend the Stock Purchase Agreement, dated
as of Sept. 15, 2005, among them and certain of their subsidiaries
providing for the sale of BISYS' Information Services group.  The
amendment, among other things, extends the date for completing the
sale from Dec. 31, 2005 to Feb. 28, 2006.  In connection with the
amendment, Open Solutions has extended its financing commitment
and BISYS has agreed to compensate Open Solutions for its
out-of-pocket expenses and incremental bank fees and interest
costs related to the extension.  As previously reported, the
transaction is subject to certain closing conditions, including
the completion of an audit of the Information Services group.  The
completion of the audit has been delayed pending conclusion of the
company's previously announced restatement of certain of its
previously issued financial results.  BISYS currently expects to
complete the restatement and close the sale of Information
Services prior to Feb. 28, 2006.

                        Lenders' Consent

BISYS has obtained a consent from the lenders under its Senior
Unsecured Credit Facility:

     * to extend the cure periods with respect to defaults
       resulting from the company's failure to file certain
       required financial reports and

     * to deliver the related compliance certificates.  The
       filings of these reports are being delayed pending
       completion of the restatement.

The cure periods with respect to its Form 10-Q for the fiscal
quarter ended March 31, 2005 and Form 10-K for the fiscal year
ended June 30, 2005 have each been extended to Jan. 31, 2006.  The
cure period with respect to the company's Form 10-Q for the fiscal
quarter ended Sept. 30, 2005 was previously extended to
Jan. 31, 2006.  In connection with this consent, BISYS repaid the
$53.7 million term loan portion of the Credit Facility in full and
agreed that it will not request credit under the Credit Facility
until such time as it files its Form 10-K for the fiscal year
ended June 30, 2005 and completes the Information Services sale.
BISYS believes that its operating cash flows and cash on hand will
be sufficient to support its near-term working capital and other
cash requirements through the expected closing of such sale.

The BISYS Group, Inc. (NYSE: BSG) -- http://www.bisys.com/--  
provides outsourcing solutions that enable investment firms,
insurance companies, and banks to more efficiently serve their
customers, grow their businesses, and respond to evolving
regulatory requirements.  Its Investment Services group provides
administration and distribution services for mutual funds, hedge
funds, private equity funds, retirement plans and other investment
products.  Through its Insurance Services group, BISYS is the
nation's largest independent wholesale distributor of life
insurance and a leading independent wholesale distributor of
commercial property/casualty insurance, long-term care,
disability, and annuity products.  BISYS' Information Services
group provides industry-leading information processing, imaging,
and back-office services to banks, insurance companies and
corporate clients.  Headquartered in New York, BISYS generates
more  than $1 billion in annual revenues worldwide.


BLUE BEAR: Court Establishes February 6 as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado set Feb. 6,
2006, as the deadline for all creditors owed money by Blue Bear
Funding, LLC, on account of claims arising prior to Aug. 22, 2005,
to file their proofs of claim.

Creditors must file written proofs of claim on or before the
February 6 Claims Bar Date and those forms must be delivered to:

         Clerk of the Bankruptcy Court
         U.S. Bankruptcy Court for the District of Colorado
         United States Custom House
         721 19th Street
         Denver, Colorado 80202-2508

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring
services. The Company filed for chapter 11 protection on Aug. 22,
2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A. White, Esq.,
and Douglas W. Jessop, Esq., at Jessop & Company, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor
filed for protection from its creditors, it estimated it had
$1 million to $10 million in assets and liabilities of $10 million
to $50 million.


BLUE RIDGE: Cost Pressures Prompt S&P's Negative Outlook
--------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Canton,
North Carolina-based Blue Ridge Paper Products Inc. to negative
from stable.  At the same time, Standard & Poor's affirmed its
'B-' corporate credit rating and 'B-' senior secured debt rating.

"The outlook revision reflects three primary concerns: higher raw
material and energy costs; the cost impact of producing
higher-brightness uncoated paper; and expiration of the labor
contract in May 2006," said Standard & Poor's credit analyst
Dominick D'Ascoli.

Blue Ridge is facing raw material and energy cost pressures that
are pervasive in the forest products industry.  In addition, the
industry shift to a higher brightness of uncoated paper will
increase costs.  These two factors are likely to negatively affect
Blue Ridge's financial performance and reduce liquidity.

"We believe there will be no relief from these cost pressures
until some of the announced industry price increases take effect
early next year," Mr. D'Ascoli said.  "In addition, the company
faces the expiration of a labor union contract in May 2006, and we
are concerned that employees may seek a substantial increase in
wages and benefits because they agreed to a 15% wage and benefit
reduction and a seven-year wage freeze when the company was formed
in 1999."

Unions represented approximately 80% of the company's employees at
Dec. 31, 2004.

Blue Ridge is a small player in cyclical bleached paperboard and
uncoated freesheet markets competing against much larger
competitors.


BOULEVARD PHARMACY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Boulevard Pharmacy Corporation
        P.O. Box 52106
        Toa Baja, Puerto Rico 00949

Bankruptcy Case No.: 05-13064

Type of Business: The Debtor sells and leases medical equipment.

Chapter 11 Petition Date: December 14, 2005

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Winston Vidal Gambaro, Esq.
                  Winston Vidal Law Office
                  P.O. Box 193673
                  San Juan, Puerto Rico 00919-3673
                  Tel: (787) 751-2864
                  Fax: (787) 763-6114

Total Assets: $2,108,125

Total Debts:  $1,981,396

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Internal Revenue Services        Federal taxes          $207,709
Mercantil Plaza Bldg R-2
Avenue Ponce De Le˘n
San Juan, PR 00918-1693

Banco Popular de PR              Bank loan              $154,992
P.O. Box 362708
San Juan, PR 00936-2708

Department of Treasury of PR     Taxes                   $79,899
Bankruptcy Section (424-B)
P.O. Box 9024140
San Juan, PR 00902-4140

Umeco Inc.                       Trade debt              $33,447

DroguerĦa Central, Inc.          Trade debt              $30,352

Municipio de Toa Baja            Municipal taxes         $19,163

CRIM                             Real property taxes     $14,708

Anda Generics                    Trade debt              $11,684

Pride Mobility Products Corp.    Trade debt              $10,921

Antonio Vallecillo               Trade debt              $10,800

Humana Insurance                 Trade debt               $9,156

Department of Treasury of PR     Taxes                    $8,897

Autoridad EnergĦa El,ctrica      Utility                  $6,079

Caribbean Retirement             Trade debt               $5,000
Services, Corp.

Worldnet Telecommunications      Trade debt               $4,907

Lcdo. Carlos E. JĦmenez          Trade debt               $4,610

Drugs Unlimited                  Trade debt               $4,138

Departamento Del Trabajo y       Taxes                    $4,099
Recursos Humanos

Internal Revenue Services        Federal taxes            $3,849

Banco Popular de PR              Overdraft                $3,634


BUDGET GROUP: Court Enters Final Decree Closing Bankruptcy Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware issued a
final decree closing the chapter 11 case of Budget Group, Inc.,
nka BRAC Group, Inc., on Dec. 14, 2005.

BRAC Group is the reorganized entity created pursuant to the
merger of Budget Group, Inc., and its debtor-affiliates following
the confirmation of their Second Amended Joint Liquidating Plan of
Reorganization.

As reported in the Troubled Company Reporter on Sept. 28, 2005,
Walker, Truesdell & Associates, the Plan Administrator, told the
Bankruptcy Court that the Plan has been substantially consummated
and that it does not anticipate filing any further motions,
applications or pleadings except to the extent necessary to
resolve the remaining claims and effect a turnover of the cure
reserve to Cendant Corporation.  Walker Truesdell has distributed
approximately $81 million since the effective date of the Plan and
holds approximately $1.1 million in reserves.

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company.  The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, 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
$4,047,207,133 in assets and $4,333,611,997 in liabilities.  On
April 20, 2004, the Court confirmed the Debtors' Joint Liquidation
Plan, as modified, in accordance with Sections 1129(a) and (b) of
the Bankruptcy Code.


CABOODLES LLC: Wants Until Jan. 31 to Decide on Warehouse Leases
----------------------------------------------------------------
Caboodles, LLC, asks the U.S. Bankruptcy Court for the Western
District of Tennessee to extend the period within which it may
assume, assume and assign, or reject its unexpired non-residential
leases until Jan. 31, 2006.

The Debtor tells the Court that it is the lessee of two warehouses
located at:

    * Suite 112, 6400 Shelby View Drive, Memphis, Tennessee, and

    * 750 Chester Road, Delta, British Columbia.

As reported in the Troubled Company Reporter on Dec. 8, 2005, the
Debtor previously asked the Court for an extension until
confirmation of a plan of reorganization.

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


CALPINE CORP.: Del. Sup. Ct. Orders $312 Mil. Payment by Jan. 22
----------------------------------------------------------------
The Delaware Supreme Court ruled Friday night that Calpine Corp.
must return $312 million to Wilmington Trust Company for the
benefit of bondholders.  The Court concludes that Calpine was
wrong when it used sale transaction proceeds for other corporate
purposes.

The Delaware Supreme Court entertained oral argument in Wilmington
Trust v. Calpine, Case Nos. 602 and 603, 2005, on Thurs., Dec. 15,
2005.  A 60-megabyte audio recording of those spirited arguments
and intense questioning from a three-judge panel in MP3 format is
available at no charge at http://researcharchives.com/t/s?3cd

In a 10-page opinion, the three-judge panel tells Calpine to
restore the $312 million by January 22, 2006.  Calpine's lawyers
say the company doesn't have the money.


CATHOLIC CHURCH: Portland Inks Agreements with Applied Discovery
----------------------------------------------------------------
The Archdiocese of Portland sought and obtained authority from the
U.S. Bankruptcy Court for the District of Oregon to enter into two
contracts with Applied Discovery, Inc., a provider of electronic
discovery services.

Judge Perris has ordered the Archdiocese to produce electronic
records pursuant to the discovery requests of ACE Property and
Casualty Insurance Company and General Insurance Company.  The
Archdiocese requires the assistance of an electronic discovery
service provider to comply with the Court order.

Pursuant to the first contract, ADI has and will provide
consulting services to the Archdiocese to assist in evaluating a
proposal by the Archdiocese's insurers concerning collection,
searching, and review of electronic data, and in monitoring
performance of the insurer's proposal for confidentiality
purposes, if the insurer's proposal was accepted.  Consulting
services will be billed at an hourly rate, and the amount to be
paid pursuant to the contract is not expected to be outside the
ordinary course of business.

Pursuant to the second contract, ADI will provide document
retrieval and processing services to the Archdiocese to assist it
in complying with the Court's order.  The Archdiocese has filed a
redacted copy of the second contract to protect proprietary
information about the Archdiocese's computer systems.

Services under the second contract are billed at an hourly rate
for consulting services, together with fees for specified
deliverables.  The amount to be paid pursuant to the contract may
exceed $150,000.

Teresa H. Pearson, Esq., at Miller Nash LLP, relates that the
Archdiocese obtained and evaluated bids from several vendors,
including one proposed by its insurers, prior to entering into the
contracts.  The Archdiocese determined that ADI is the most cost-
effective service provider.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic
Church Bankruptcy News, Issue No. 48; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


CELERO TECH: Creditors Must File Proofs of Claim by January 13
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set
January 13, 2006, as the deadline for all creditors owed money by
Celero Technologies, Inc. on account of claims arising
prior to August 22, 2005, to file their proofs of claim.

Creditors must file their written proofs of claim on or before the
January 13 Claims Bar Date, and those forms must be filed with:

           The Clerk of the Bankruptcy Court
           Eastern District of Pennsylvania
           Robert N.C. Nix, Sr., Federal Building
           900 Market Street, 4th Floor
           Philadelphia, Pennsylvania 19107

For a Governmental Unit, the Claims Bar Date is June 4, 2006.

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


CELERO TECHNOLOGIES: Lease Decision Period Extended Until Jan. 19
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which Celero Technologies, Inc., can elect to
assume, assume and assign, or reject its unexpired nonresidential
real property leases until Jan. 19, 2006.

The Debtor is a party to two non-residential real property leases
that consist of office spaces.  Those two leases are located at
2583 Gateway Drive, Suite 200, State College, Pennsylvania and at
1500 Market Street, Philadelphia, Pennsylvania.

The Debtor gave the Court three reasons supporting the extension:

   1) it is currently engaged in an adversary proceeding with
      Strategic Management Group, Inc., which purchased certain
      assets of the Debtor in February 2005, and the outcome of
      that adversary proceeding may affect the Debtor's ability to
      continue operating and to reorganize;

   2) it is currently in the process of formulating a plan of
      reorganization and evaluating alternative strategies that
      will impact its final decision to assume or reject the
      unexpired leases; and

   3) the extension will not prejudice the counter-parties to the
      unexpired leases because the Debtor is current on all post-
      petition obligations under those leases.

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


CELTRON INT'L: Inks Agreement to Purchase Satellite Security
------------------------------------------------------------
Celtron International Inc. (OTCBB:CLTR) signed a definitive
agreement to acquire 100% of the outstanding shares of Satellite
Security Systems.  S3 is an industry leader in tracking,
monitoring, and controlling fixed and mobile assets for various
Federal, Law Enforcements agencies, municipalities and
corporations throughout North America.

Under the terms of the agreement, S3 shareholders will receive 67
million shares of Celtron Stock in exchange for 100% of the
outstanding shares of S3.  In addition, S3 management will assume
all executive management responsibilities of Celtron and will move
Celtron's headquarters from South Africa to the United States.
Management will concentrate on the asset management business in
the U.S. and develop and expand upon S3's commercial and
government contracts.

"S3 has been very successful in identifying and executing on
clients' needs and even more importantly, meeting clients'
expectations," Ken Dixon, Incoming CEO, said.  "We have never had
a problem finding the need for our solutions.  With access to the
public markets, we now have the financial backing necessary to
aggressively fulfill the large contracts our customers typically
request of our technology and our end-to-end solutions. The
combined S3 and Celtron will focus heavily on ensuring we leverage
large, existing opportunities to quickly drive revenue, providing
us additional cash resources that allow S3 to continue entering
new markets and expanding our sales network through OEM and other
major market opportunities."

Kenneth Dixon, formerly of the head of Automated Resource
Logistics, helped design and implement the first indoor location
system, and has years of experience in management of public
companies. Mr. Dixon's 14 years as a military officer included
serving as the Acquisition Officers for the Global Positioning
System and Position Location Reporting System, the predecessor of
today's automated location systems.

Incoming President and COO, John Phillips, co-founded S3, and is
the principal system architect and engineer of S3's primary
technology.  Mr. Phillips brings with him financial management and
investment banking experience, as well as a background as a former
federal officer for the U.S. Government's Tactical Law Enforcement
Team.

Incoming CFO Randall A. Smith has served as Vice President and
Chief Financial Officer for several large manufacturing companies
and is an expert in international business, mergers and
acquisitions, fund raising, business restructuring, and
Sarbanes-Oxley compliance.  Mr. Smith has also served in the
capacity of senior manager for the "big four" accounting firm,
KPMG.

            About Satellite Security Systems

Satellite Security Systems' GlobalGuard(TM) technology secures,
tracks, and controls assets throughout the US, Mexico, and Canada
for clients including military, government, police, and the
consumer market.  With GlobalGuard(TM), users can communicate
with, monitor, track, analyze and control the movement of
virtually any object in transit.  The integration of Motorola's
two-way satellite communications, on-board CPU and an integrated
Global Positioning System make it possible for GlobalGuard(TM)
users to send data back and forth from a central command unit or
monitoring center while being continually alerted to new or
dynamic changes.  The GlobalGuard(TM) active communication and GPS
system can be incorporated into unlimited applications.

Satellite Security Systems' technology is used in the areas of
covert vehicle monitoring and tracking, stolen vehicle recovery,
and criminal apprehension, by the FBI, the U.S. Secret Service,
U.S. Dept. of Homeland Security, U.S. Bureau of Immigration and
Customs Enforcement, U.S. Department of Labor.  Additionally,
Washington DC Public School System, San Francisco Unified School
District, Fairfax County Public Schools, InterState Oil Company,
Sacramento Air Quality Management District, Gateway Cities of
Governments, and more than 600 other entities utilize S3's
solutions for various other commercial applications.

             About Celtron International Inc.

Celtron International, Inc. is engaged in the business of
marketing products and services in vehicle locating and
management, and asset tracking and telemetry solutions.  Celtron's
products and services incorporate the latest, state of the art
technology, including cellular, global positioning, and satellite
technology.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 7, 2005,
Cordovano and Honeck, LLP, expressed substantial doubt about
Celtron International, Inc.'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 points to the
Company's significant operating losses.

Since inception, the company has experienced losses and financed
its operations primarily through the sale of common stock or by
loans from shareholders.  The net loss for the year ended Dec. 31,
2004 was $6,612,837, as compared to a net loss at Dec. 31, 2003 of
$3,153,204.  Management attributes the increase in net loss
primarily to expenses charged for stock based compensation of
$6,123,889, including a one-time charge for research and
development costs for the company's tracking system, in the amount
of $4,071,922.


COGECO CABLE: Satisfactory Industry Niche Earns S&P's BB+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings on
Cogeco Cable Inc., including the 'BB+' long-term corporate credit
rating.  The outlook is stable.

The ratings on Cogeco Cable reflect the company's satisfactory
business position as Canada's fourth-largest cable company, as
well as a substantial improvement in the company's financial risk
profile in the past three years, as free operating cash flow has
been applied to debt reduction.

"Leverage and other key credit measures have now improved to
levels which are consistent with the current rating," said
Standard & Poor's credit analyst Joe Morin.  "Barring management's
stated intention of seeking appropriate international
acquisitions, credit measures would be expected to improve
further.  Nevertheless, we believe that any acquisition that comes
to fruition could have a material debt component, creating
uncertainty that precludes any positive revision to the outlook or
rating at this time.  In fact, an acquisition could have negative
rating implications depending on business quality, size and how
financed," Mr. Morin added.

Cogeco Cable's business risk profile has remained relatively
stable in the face of competition from direct-to-home satellite-TV
providers Star Choice Communications Inc. and Bell ExpressVu Ltd.
Basic penetration as a percentage of homes passed continued to
decline, albeit at a lower pace, to 56.7% for fiscal 2005 ended
Aug. 31, 2005, compared with 57.9% a year ago, due to additional
market share gains by the DTH providers.

Nevertheless, basic subscriber losses were only about 2,400 in
fiscal 2005 as Cogeco Cable increased the number of homes passed.
Another factor contributing to the basic subscriber losses in
fiscal 2005 was the intense competition from Bell Canada.

Despite pressures on the basic subscriber side, Cogeco Cable has a
consistent track record of acquiring higher value digital-TV and
high-speed Internet subscribers.  Cogeco Cable has one of the
highest digital-TV penetration rates but the lowest HSI
penetration among the top four Canadian cable operators.  Digital
penetration as percentage of basic subscribers and broadband
penetration as a percentage of homes passed were 31.1% and 19.2%,
respectively, for fiscal 2005.

The outlook is stable.

Standard & Poor's expects that Cogeco Cable will be able to
maintain a competitive position against DTH satellite service
providers and offset any basic subscriber erosion through
continued growth in digital TV and HSI subscribers.  The outlook
could be negatively affected if Cogeco Cable does not perform as
expected due to continued competitive pressures and/or the company
completes a significant debt-financed acquisition that negatively
affects credit metrics.

Alternatively, the outlook could be revised to positive on the
continued strengthening of credit metrics and the company's
business risk profile.  The ratings and outlook also assume that
no material amount of debt will be added at the parent level, and
that parent company Cogeco Inc. and its media assets will continue
to be credit neutral.


COMBUSTION ENG'G: Court Approves Hartford & First State Settlement
------------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware approved a settlement agreement between
Combustion Engineering, Inc., First State Insurance Company and
Hartford Accident and Indemnity Company.

Judge Fitzgerald also authorized the sale of certain insurance
policies, free and clear of liens, claims, interests and other
encumbrances, to Hartford and First State (collectively know as
the Hartford Released Parties).

                   Asbestos-Related Claims

As reported in the Troubled Company Reporter on Oct. 31, 2005, the
Debtor faces numerous asbestos-related personal injury lawsuits
pending in various parts of the United States.

First State Insurance Company and Hartford Accident and Indemnity
Company are two of the insurance companies that extended insurance
coverage to the Debtor from 1940 and 1985.  Prior to the mid-
1990s, approximately two-thirds of asbestos payments made by the
Debtor were reimbursed by insurance.  However, insurance available
to cover the payment of asbestos claims has deteriorated
dramatically, with Combustion exhausting its primary insurance
coverage or settling with its primary carriers, and its excess
insurers disputing liability.

On Oct. 24, 2003, Combustion sued its insurers in the Delaware
Bankruptcy Court seeking, among other relief, coverage from First
State for asbestos-related bodily injury claims.

                    Insurance Settlement

To resolve their long-standing dispute, the Debtor, Hartford and
First State agreed to an amicable settlement.  Salient terms of
the agreement include:

     a) Hartford and First State's repurchase of the policies
        issued to Combustion;

     b) First State's payment of a settlement amount of $8,475,000
        which shall be allocated for the payment of asbestos
        claims;

     c) release of Hartford and First State from all issues
        involving coverage claims.

Headquartered in Norwalk, Connecticut, Combustion Engineering,
Inc., is the U.S. subsidiary of the ABB Group.  ABB is a leader in
power and automation technologies that enable utility and industry
customers to improve performance while lowering environmental
impact.  The ABB Group of companies operates in more than 100
countries and employs about 103,000 people.  Combustion
Engineering filed for chapter 11 protection on Feb. 17, 2003
(Bankr. D. Del. Case No. 03-10495).  Curtis A. Hehn, Esq., at
Pachulski Stang Ziehl Young & Jones and Jennifer Mo, Esq., at
Kirkpatrick & Lockhart Nicholson Graham represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated more than $100 million in assets
and debts.  On July 10, 2003, the Debtor's Plan of Reorganization
was confirmed.  Certain insurers appealed the confirmation order
to the United States Court of Appeals for the Third Circuit.  On
Dec. 2, 2004, the Third Circuit vacated the Confirmation Order and
remanded the Debtor's case.


COMPASS MINERALS: Prices New 10% Senior Subordinated Notes
----------------------------------------------------------
Compass Minerals Group, a subsidiary of Compass Minerals
International, Inc. (NYSE:CMP), has priced its cash tender offer
to purchase any and all of its outstanding 10% Senior Subordinated
Notes due 2011.  The tender offer and consent solicitation for the
Notes is being made pursuant to an Offer to Purchase and Consent
Solicitation Statement dated Nov. 21, 2005 and the related Letter
of Transmittal and Consent.

Upon consummation of the tender offer, Compass will pay holders
who validly tendered and did not withdraw their Notes on or before
5:00 p.m. Eastern time on Monday, Dec. 5, 2005 total consideration
of $1,080.82 for each $1,000 principal amount of Notes accepted
for purchase, plus accrued and unpaid interest up to, but not
including, the settlement date.  The total consideration includes
a consent payment equal to $20 per $1,000 principal amount of
Notes tendered.  Holders whose Notes are validly tendered and not
withdrawn after the Consent Date and on or before midnight Eastern
time on Monday, Dec. 19, 2005 will be eligible to receive the
tender offer consideration, namely the applicable total
consideration minus the consent payment or $1,060.82 per $1,000 of
Notes accepted for purchase, plus accrued and unpaid interest up
to, but not including, the settlement date.

As described in more detail in the Offer to Purchase, the total
consideration and the tender offer consideration for the Notes was
determined based on a fixed spread of 50 basis points over the
bid-side yield of 4.344 percent on the 2.375-percent U.S. Treasury
Note due Aug. 15, 2006.

The tender offer will expire on the Expiration Date, subject to
Compass' right to amend, extend or terminate the tender offer at
any time.  Consummation of the tender offer and consent
solicitation, and payment of the tender offer consideration and
consent payment, are subject to the satisfaction or waiver of
various conditions, as described in the Offer to Purchase,
including a financing condition.  Settlement of the tender offer
is expected to occur on or about Dec. 22, 2005, unless the tender
offer is extended.

The Dealer Manager and Solicitation Agent for the tender offer and
consent solicitation is:

     J.P. Morgan Securities Inc.
     Tel # (212) 834-3424 (collect calls accepted)
     Toll-Free # (866) 834-4666

Requests for documents may be directed to the Information Agent:

     Global Bondholder Services, Inc.
     Tel. # (212) 430-3774 (collect calls accepted)
     Toll Free # (866) 470-3700

Based in the Kansas City metropolitan area, Compass Minerals --
http://www.compassminerals.com/-- is the second-leading salt
producer in North America and the largest in the United Kingdom.
The company operates nine production facilities, including the
largest rock salt mine in the world in Goderich, Ontario, and two
packaging facilities.  The company's product lines include salt
for highway deicing, consumer deicing, water conditioning,
consumer and industrial food preparation, agriculture and
industrial applications.  In addition, Compass is North America's
leading producer of sulfate of potash, which is used in the
production of specialty fertilizers for high-value crops and turf,
and magnesium chloride, which is a premium deicing and dust
control agent.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 02, 2005,
Moody's Investors Service affirmed the ratings of Compass Minerals
Group, Inc., including the B1 Corporate Family Rating.  Compass
Minerals Group, Inc. is a wholly owned subsidiary of Compass
Minerals International, Inc.  A B1 rating was assigned to the new
$350 million senior secured term loan facility, due 2012, and the
$100 million senior secured revolving credit facility due 2010.
The rating outlook is maintained at positive.

As reported in the Troubled Company Reporter on Dec. 01, 2005,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Compass Minerals International Inc. and its
operating subsidiary and rating identity Compass Minerals Group
Inc.

At the same time, Standard & Poor's assigned a 'BB-' rating and a
recovery rating of '1' to Compass Minerals' proposed $450 million
senior secured bank credit facility, indicating the expectation of
full recovery of principal in the event of a payment default.
Standard & Poor's also affirmed its 'B-' rating on the company's
discount notes.  The outlook is positive.


COVANTA HOLDING: Waste-to-Energy Subsidiary Exits Chapter 11
------------------------------------------------------------
Covanta Holding Corporation (NYSE: CVA) disclosed the successful
reorganization and emergence from bankruptcy of its subsidiary,
Covanta Warren Energy Resources Co., LP, which owns and operates a
400-ton-per-day waste-to-energy facility in Warren County, New
Jersey.

Under new agreements entered into with the Pollution Control
Financing Authority of Warren County, Covanta Warren will continue
to own the 12 megawatt waste-to-energy plant and will now operate
the facility utilizing its typical "tip fee" contract structure.
Covanta will charge market rates for the facility's entire waste
disposal capacity which will serve Warren County and surrounding
areas.  The electrical output remains under long-term contract
with Jersey Central Power and Light through 2013.

Under the reorganization plan, Covanta Warren paid the entire
outstanding balance of the project bonds originally issued by the
PCFA of Warren County to finance construction of the facility.

"We are very pleased that our Warren facility has successfully
reorganized, and that we and the PCFA have worked out new
arrangements that make good sense for both parties," said Anthony
Orlando, President and Chief Executive Officer of Covanta Holding
Corporation.  "Since we began operating the Warren facility
thirteen years ago, our employees have done an outstanding job
providing the County with superior waste disposal service.  This
plan allows us to continue that tradition for many years to come
and ensures that the Warren facility will be an important
component of our network of waste disposal assets in the
attractive northeast region."

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad.  The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities.  On March 10, 2004, Covanta Energy
Corporation and its core subsidiaries emerged from chapter 11 as a
wholly owned subsidiary of Danielson Holding Corporation.  Some of
Covanta's non-core subsidiaries have liquidated under separate
chapter 11 plans.


CREDIT SUISSE: Fitch Affirms Low-B Ratings on Eight Cert. Classes
-----------------------------------------------------------------
Fitch Ratings affirms Credit Suisse First Boston Mortgage
Securities Corp. commercial pass-through certificates, series
2003-C3:

     -- $81.7 million class A-1 at 'AAA';
     -- $214 million class A-2 at 'AAA';
     -- $212 million class A-3 at 'AAA';
     -- $55 million class A-4 at 'AAA';
     -- $862.4 million class A-5 at 'AAA';
     -- Interest-only classes A-X, A-SP, and A-Y at 'AAA';
     -- $47.4 million class B at 'AA';
     -- $19.4 million class C at 'AA-';
     -- $38.8 million class D at 'A';
     -- $19.4 million class E at 'A-';
     -- $19.4 million class F at 'BBB+';
     -- $12.9 million class G at 'BBB';
     -- $19.4 million class H at 'BBB-';
     -- $19.4 million class J at 'BB+'
     -- $12.9 million class K at 'BB';
     -- $6.5 million class L at 'BB-';
     -- $10.8 million class M at 'B+';
     -- $2.2 million class N at 'B';
     -- $4.3 million class O at 'B-';
     -- $2.5 million class 622A at 'BBB-';
     -- $6 million class 622B at 'BBB-';
     -- $6 million class 622C at 'BBB-';
     -- $6 million class 622D at 'BBB-';
     -- $17.7 million class 622E at 'BB';
     -- $1.6 million class 622F at 'BB'.

Fitch does not rate the $21.6 million class P.

The affirmations are due to the stable pool performance and
scheduled amortization.  As of the November 2005 distribution
date, the pool's aggregate principal certificate balance has
decreased 2.6% to $1.72 billion compared to $1.76 billion at
issuance.  In addition, 4.3% of the pool has been defeased.

There is currently one loan in special servicing.  The loan is
secured by a 25,050 square feet office building located in Los
Angeles, California.  This loan was transferred to the special
servicer due to monetary default.  According to the special
servicer, the loan has been corrected and monitored, and was
returned to the master servicer effective Nov. 22, 2005.

Fifteen loans are considered Fitch Loans of Concern due to
decreases in debt service coverage ratio and occupancy or other
performance issues.  These loans' higher likelihood of default was
incorporated into Fitch's analysis.  The largest of these loans is
a nine property multifamily portfolio in Texas where four of the
properties sustained minor damage from Hurricane Rita.

The five credit assessed loans remain investment grade.  Fitch
reviewed operating statement analysis reports and other
performance information provided by the master servicer, Key
Commercial Mortgage.  The DSCR for the loans are calculated based
on a Fitch adjusted net cash flow and a stressed debt service on
the current loan balance and a hypothetical mortgage constant.

622 Third Avenue is secured by a 1 million sf class-A office
building located in midtown Manhattan.  The whole loan is divided
into a $201.9 million pooled portion, a $39.8 million non-pooled
portion and a B-note held outside of the trust.  As of year-end
2004 the Fitch adjusted NCF has declined approximately 9.1% due to
an increase in operating expenses.  The Fitch stressed DSCR for
the pooled portion as of YE 2004 was 1.48 times compared to 1.56x
at issuance.  As of September 2005, occupancy is 98.9% compared to
98.0% at issuance.

Washington Center Portfolio is secured by a 888-room Grand Hyatt
mixed-use full-service hotel and a 355,718 sf class-A office
complex, located between the White House and the U.S. Capitol in
the East End district of Washington, D.C.  The whole loan was
divided into a $120.5 million senior A-note, a $63.4 million B-
note and a $27.4 million C-note.  The B and C notes are held
outside of the trust.  The equity interest in the borrower serves
as additional $35.9 million mezzanine loan.  The revenue per
available room as of the trailing 12 months ending October 2005
has increased to $159.07 from $121.84 at issuance.  Occupancy as
of September 2005 for the office portion was 97.6% compared to
99.9% at issuance.  The Fitch stressed DSCR for the A-note portion
of the loan as of YE 2004 is 2.62x compared to 1.96x at issuance.

The remaining three credit assessed loans, Columbiana Center, The
Crossings, and Great Lakes Shopping Center, have remained stable
since issuance.


CSC HOLDINGS: S&P Rates Proposed $1 Billion Senior Notes at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to CSC
Holdings Inc.'s proposed $1 billion senior notes due 2015 to be
issued under Rule 144A, with registration rights and a 'BB+'
rating with a '1' recovery to CSC Holdings' proposed $4.5 billion
in combined senior secured bank loan facilities.  This rating is
based on preliminary information, subject to receipt of final
documentation.

CSC Holdings is an intermediate holding company owned by Bethpage,
New York-based cable TV operator Cablevision Systems Corp.
Proceeds from these financings will be used by Cablevision to pay
a $3 billion proposed special dividend, as well as refinance
$1.5 billion in upcoming bank maturities.

"These new ratings are not on CreditWatch, although Cablevision's
existing long term-ratings remain on CreditWatch, where they had
been placed with negative implications on June 20, 2005, first for
concern about the credit effects of a proposed leveraged buyout by
senior management, and subsequently because of unclear financing
plans for $1.5 billion in debt maturing in June 2006," said
Standard & Poor's credit analyst Catherine Cosentino.  The new
financings address this maturity.

As such, upon completion of this financing package, all
Cablevision's and related entities' ratings, including
Cablevision's 'BB' corporate credit rating will be affirmed and
removed from CreditWatch, except for CSC Holdings' unsecured debt
issues.

The 'BB-' rating for CSC Holdings' existing unsecured debt will be
lowered to 'B+' because of the substantial amount of priority
obligations relative to these unsecured debt issues that will
exist; principally about $3.5 billion of secured debt.

The 'B-2' short-term rating for Cablevision, which is on
CreditWatch with developing implications, will simultaneously be
raised to 'B-1' because of the modest amortization under the new
bank loans and about $1 billion of initial availability under the
revolving credit portion of the facility, which provides ample
excess liquidity to support a 'B-1' rating.

All existing ratings will then be removed from CreditWatch and a
negative outlook will be assigned.  Pro forma for the new
financings total debt will be $12 billion.


CSC HOLDINGS: Fitch Rates $1 Billion Senior Notes at BB-
--------------------------------------------------------
Fitch Ratings has downgraded and removed from Rating Watch
Negative these ratings for CSC Holdings, Inc.:

     -- Issuer Default Rating to 'B+' from 'BB-';
     -- Senior subordinated debt to 'B' from 'B+'.

Fitch also affirms:

   -- Senior unsecured debt 'BB-';

Additionally, Fitch assigns these ratings to CSC:

     -- $4.5 billion senior secured credit facility 'BB';
     -- $1 billion senior unsecured notes 'BB-'

CSC's Rating Outlook is Negative.  Approximately $8.6 billion of
debt at CSC as of Sept. 30, 2005 is affected by Fitch's action.

Fitch expects that the proceeds from the bank facility and the
senior note offering will be used to refinance CSC's existing
senior secured bank facility and to fund a $3 billion special
dividend.

The downgrade of the IDR reflects CSC's decision to materially
increase its leverage to fund the special dividend to Cablevision
System Corporation's common shareholders.  The increased leverage
will constrain CSC's financial flexibility and hamper its ability
to generate free cash flow.  Fitch estimates that pro forma for
the new financing, CSC's leverage as of the end of the third
quarter of 2005 would increase to approximately 8 times and
leverage within CSC's restricted group will increase to
approximately 6.9x.

Fitch's ratings also reflect:

     * the increasing business risk and the potential negative
       effect on subscriber metrics,

     * revenue growth, and

     * margin performance stemming from the persistent competition
       for video subscribers from the DBS operators and for
       broadband subscribers primarily from the regional bell
       operating companies.

Longer term credit risks are centered on the increased competition
for video business resulting from the regional bell operating
companies entering into the video business.

In Fitch's opinion, free cash flow generation from the cable
operations during 2006 will be further pressured by increasing
success based capital expenditures.  However Fitch believes that
CSC has a strong competitive position to address the increased
competition as CSC continues to roll out its cable telephony and
advanced digital video products.  Fitch expects that the continued
diversification of the company's revenue generating units will
increase ARPU and drive EBITDA growth during 2006.

The Negative Rating Outlook reflects:

     * Fitch's ongoing concern related to CSC's financial policy,

     * the potential for the company to continue to place greater
       priority on returning capital to shareholders at the
       expense of bond holders, and

     * the ongoing possibility CSC management will use
       distributions from the restricted group to fund other
       investments.

Factors that would contribute to a Rating Outlook revision to
Stable for CSC include:

     * an evaluation of the company's commitment to improving,

     * maintaining a stable credit profile, and

     * the continuation of CSC's positive subscriber and
       operational trends.

Fitch initially placed all of CSC's ratings on Rating Watch
Negative following an announcement by controlling shareholders of
Cablevision Systems Corporation to take CVC private.  The Rating
Watch Negative was maintained following the withdrawal of the
proposal and the concurrent recommendation by the controlling
shareholder to CVC's board of directors that the company declare a
$3 billion special cash dividend.


CSK AUTO: Completes Pricing of $85 Million Private Debt Placement
-----------------------------------------------------------------
CSK Auto Corp. (NYSE: CAO - News), the parent company of CSK Auto
Inc., completed the pricing of its private placement of $85
million aggregate principal amount of exchangeable senior
unsecured notes.  In addition, the company has granted the initial
purchaser of the new exchangeable senior notes an over-allotment
option to purchase, within 30 days, up to an additional $15
million aggregate principal amount of notes.

The notes will bear interest at a rate of 4.625% per year until
Dec. 15, 2010, and will bear interest at a rate of 4.375%
thereafter.  The notes are exchangeable into shares of CSK Auto
Corp. common stock at an initial exchange rate of 49.8473 shares
per $1,000 principal amount of notes.  The notes will mature on
Dec. 15, 2025.

The notes will be redeemable at the company's option beginning in
December 2010 at a redemption price of 100% of their principal
amount plus accrued interest.  Holders of the notes will have the
right to require the company to repurchase some or all of their
notes in December of 2010, 2015 and 2020, and in certain other
circumstances at a price equal to 100% of their principal amount
plus accrued interest.  The notes will be guaranteed by CSK Auto
Corp. and the company's subsidiaries.

The company expects to use proceeds from the note offering,
together with availability under its existing senior credit
facility, to fund the acquisition cost of CSK Auto Corp.'s pending
acquisition of Murray's Inc.  If the acquisition of Murray's Inc.
is not consummated, the company intends to use the proceeds of the
offering for general corporate purposes.  The closing of the sale
of the notes is expected to be consummated on or about
Dec. 19, 2005, and is subject to customary conditions and
contingencies.

The notes offered and the common stock issuable upon exchange of
the notes have not been registered under the Securities Act of
1933 as amended, or any state securities laws, and may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements and applicable
state securities laws.

CSK Auto Corp. is the parent company of CSK Auto Inc., a specialty
retailer in the automotive aftermarket.  As of July 31, 2005, the
company operated 1,142 stores in 19 states under the brand names
Checker Auto Parts, Schuck's Auto Supply and Kragen Auto Parts.
The company also operated three value concept retail stores under
the brand name Pay N Save.

                          *     *     *

CSK Auto Corp.'s 7% Senior Subordinated Notes due Jan. 15, 2014,
carry Standard & Poor's B- rating.


DANA CORP: Credit Profile Erosion Prompts S&P to Downgrade Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dana Corp. to 'B+' from 'BB', and its senior unsecured
debt rating on the company to 'B-' from 'BB'.  The ratings remain
on CreditWatch with negative implications.

If Dana files its restated financial statements with the SEC by
Dec. 30, 2005, as required under the terms of its amended bank
credit facility, the ratings will be affirmed and removed from
CreditWatch.  Failure to file such statements by Dec. 30 could
result in termination of waivers on both the credit facility and
its accounts receivable securitization program, and result in
lenders pursuing remedies.

Total outstanding debt at June 30, 2005, was about $2.2 billion.

"The downgrade reflects the deterioration of the Toledo,
Ohio-based auto supplier's credit profile," said Standard & Poor's
credit analyst Daniel R. DiSenso.  "The credit erosion is due to
the company's weak operating performance, a result of difficult
industry conditions for light-vehicle production.  The weakened
profile also reflects operational inefficiencies within Dana's
automotive systems and commercial vehicle groups that will take
time to fix.  Free cash generation will be modest at best for the
next two years, which means continued elevated debt levels.  In
addition, Dana will be taking large write-downs that will result
in a much more aggressively leveraged balance sheet."

Dana's senior unsecured debt is now rated two notches below the
corporate credit rating.  This reflects the debt's subordinated
position to the firm's bank debt, which is now secured, and the
priority liabilities at company subsidiaries.

In connection with restructuring activities and asset disposals,
Dana will record $324 million of pretax charges in 2005, including
$315 million to reduce the net assets of businesses to their
realizable sale value.  The company expects to achieve more than
$20 million of annual savings from this restructuring.  It will
close two facilities in its automotive systems group, and take a
number of steps to balance capacity and to enhance manufacturing
efficiencies at its commercial vehicle operations.

In addition, Dana expects to achieve more than $40 million of
annual savings from a 5% salaried workforce reduction and changes
to its employee benefit programs.  Dana has also announced plans
to divest noncore businesses with annual sales of about
$1.3 billion, representing about 14% of the firm's 2004 sales.

Dana's U.S. operations have been unprofitable since 2001, and
given the uncertain earnings outlook, Dana will be unable to
maintain its U.S. deferred tax benefits or to record similar tax
benefits in the future.  Therefore, it will write off its U.S.
deferred tax assets, which totaled about $740 million at
June 30, 2005.  The write-off will hurt earnings but not the
company's cash flow.


DOCTORS HOSPITAL: Panel Taps Chiron Fin'l as Investment Bankers
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Doctors Hospital
1997 LP asks the United States Bankruptcy Court for the Southern
District of Texas, Houston Division, for permission to employ
Chiron Financial Group, Inc., as its investment bankers.

Chiron Financial is expected to:

   a) assist the Committee in the preparation of a placement
      memorandum describing the company, as well as other
      materials requested by interested parties, including
      financing and equity resources and business plan;

   b) develop and recommend financial structures for obtaining the
      required financing and equity capital in support of a
      Committee Plan and related disclosure statement;

   c) assist the Committee in raising equity for the Debtor and
      organize certain interested medical doctors to participate
      in an equity investment in the Debtor;

   d) identify, contract, and negotiate with lending and capital
      sources to obtain capital on costs and terms acceptable to
      the Committee;

   e) prepare written materials to be used with debt and equity
      capital sources in an effort to complete financial due
      diligence;

   f) assist the Committee in the preparation and implementation
      of the financing, including supporting the Committee in
      negotiations with and selection of potential providers of
      financing, and in the re-negotiation of existing debt or
      financing;

   g) assist the Committee in coordinating all communications with
      the various parties involved in any proposed financing;

   h) provide other assistance reasonably requested by the
      Committee to successfully confirm a Committee Plan,
      including testimony as to feasibility of the Committee Plan;
      and

   i) have no responsibility for independent verification of the
      accuracy and completeness of financial and other information
      that is and will be furnished to it by the Committee, the
      Debtor or any other party to any transaction.

Chiron Financial will receive a $10,000 initial retainer that will
be fully-earned and non-refundable.  The firm will also receive:

      i) 1% of the aggregate commitment amount of any revolving
         debt financing that becomes effective under Committee
         Plan, payable in cash at the closing of transaction;
         alternatively,

     ii) 1.5% fee payable in cash at the closing of such
         replacement DIP facility if GE HFS Holdings, Inc.,
         terminates the existing DIP financing and the firm
         introduces an alternative financing source able to close
         a replacement DIP facility that becomes effective under a
         Committee Plan;

In addition, Chiron Financial is entitled to receive:

      i) 2% of the aggregate firm commitment amount of any senior
         term debt for real estate or equipment debt financing;

     ii) the greater of $50,000 or 3% of the aggregate firm
         commitment amount of subordinated debt financing;

    iii) 1.5% of the proceeds raised in any offering of new equity
         investment raised from one or more members which
         currently hold partnership interests in the Debtor; and

     iv) 4.5% of the proceeds raised in any offering of new equity
         investment raised from an investor which does not
         currently own, hold, or manage a partnership interest in
         the Debtor.

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

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DORAL FINANCIAL: Latham & Watkins Completes Investigation
---------------------------------------------------------
Doral Financial Corporation (NYSE: DRL) stated that the
independent investigation being conducted by Latham & Watkins LLP
at the direction of the company's Audit Committee has been
substantially completed.

As previously reported, as part of this investigation, Latham
examined the mortgage loan sale transactions between the company
and several local financial institutions.  After receiving
information from Latham concerning the results of its
investigation, on Dec. 14, 2005, the company's Audit Committee
decided:

     * to record the mortgage sales transactions with FirstBank
       Puerto Rico as loans payable secured by mortgage loans and

     * to reverse the gains previously recognized with respect to
       such transactions.

It is likely that at the time of the transactions there were oral
agreements or understandings between former members of the
company's management and First Bank providing recourse beyond the
limited recourse established in the written contracts.

During the restatement period, the company entered into loan sale
transactions with FirstBank aggregating to approximately
$3.9 billion.

In addition, while the company has not made a final determination
of the accounting treatment of the mortgage sale transactions with
other local financial institutions, it expects that the accounting
for these transactions will continue to qualify for "sale"
treatment under SFAS 140, except as set forth below with respect
to certain contemporaneous mortgage loans purchase and sale
transactions.

The Audit Committee also decided to reverse a number of
transactions involving the generally contemporaneous purchase and
sale of mortgage loans from and to local financial institutions
where the amounts purchased and sold, and other terms of the
transactions, were similar.  These include:

     * transactions with R&G Financial Corporation during the
       fourth quarter of 2004 and the first quarter of 2005
       covering the purchase and sale of approximately
       $530 million in mortgage loans,

     * transactions covering the purchase and sale of
       approximately $200 million in mortgages with a local
       financial institution during 2000 and approximately
       $445 million in mortgages with another local financial
       institution during 2000 and 2001.

The company's Audit Committee determined that there was
insufficient contemporaneous documentation regarding the business
purpose for these transactions in light of the timing and
similarity of the purchase and sale amounts and other terms of the
transactions.  Accordingly, the Audit Committee determined to
reverse the gains previously recognized with respect to these
sales and record the transactions as loan payables secured by
mortgage loans.

                       Restatement Update

The company also reported that, with the independent investigation
substantially completed, absent new information, it anticipates
that it will file its amended annual report on Form 10-K for the
year ended Dec. 31, 2004 within approximately 60 days, and its
quarterly reports on Form 10-Q for the first three quarters of
2005 as soon as practicable after the filing of its amended annual
report on Form 10-K.

As previously noted in its Form 8-K dated Sept. 22, 2005, the
company had estimated that the corrections of the accounting
issues addressed in the restatement would reduce its consolidated
stockholders' equity, on a pre-tax basis, by approximately
$720 million.  As a result of the work completed, while the
accounting has not been finalized, the company currently estimates
that its consolidated stockholders' equity at Dec. 31, 2004 will
be reduced, on a pre-tax basis, by approximately $910 million.
The company expects that it and its banking subsidiaries will
continue to be "well capitalized" for bank regulatory purposes as
of Dec. 31, 2005.

All the estimates included above are unaudited and have been
calculated on a pre-tax basis because the company is still
calculating the required adjustments for tax accruals.

Doral Financial Corporation -- http://www.doralfinancial.com/-- a
financial holding company, is the largest residential mortgage
lender in Puerto Rico, and the parent company of Doral Bank, a
Puerto Rico based commercial bank, Doral Securities, a Puerto Rico
based investment banking and institutional brokerage firm, Doral
Insurance Agency, Inc. and Doral Bank FSB, a federal savings bank
based in New York City.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 01, 2005,
Moody's Investors Service downgraded to Ba3 from Ba1 the senior
debt of Doral Financial Corporation.  The ratings have been
downgraded a number of times since Moody's initial review process
began in April 2005.  According to Moody's, a number of negative
developments have occurred since the most recent downgrade, which
was on Sept. 6, 2005.

A partial list of ratings that have been downgraded:

    * Senior debt to Ba3 from Ba1 and
    * Subordinated debt to B1 from Ba2.


ENRON: Inks Pact Resolving Claims Dispute with United Computing
---------------------------------------------------------------
On Oct. 15, 2002, United Computing Group filed general
unsecured claims against the Debtors' estates, each for $910,154,
including:

    -- Claim No. 14979 against Enron Corp.;
    -- Claim No. 18454 against Enron Net Works L.L.C.;
    -- Claim No. 18455 against Enron Global Markets, LLC;
    -- Claim No. 18926 against Enron North America Corp.; and
    -- Claim No. 19654 against Enron Energy Services Operations,
       Inc.

On August 20, 2003, Enron filed a complaint to avoid and recover
preferential transfer against United Computing, styled as Enron
Corp. and Enron Net Works L.L.C. v. United Computing Group.  The
Enron Complaint was then amended and superseded on December 1,
2003.  Enron and ENW seek the avoidance and recovery of
preferential payments or fraudulent transfers that United
Computing received totaling $1,448,738.

On August 21, 2003, ENW also filed a complaint against United
Computing to avoid and recover a preferential transfer.  The ENW
Complaint was subsequently amended and superseded on Sept. 10,
2003.  ENW sought to avoid and recover from United Computing
$1,427,144 in preferential transfers.

The Parties negotiated a consensual compromise and settlement of
all disputes concerning the Adversary Proceedings and the Filed
Claims to avoid the cost, uncertainty and delay attendant to
litigation.

Specifically, the Parties stipulate that:

    1. United Computing will withdraw with prejudice all of the
       filed claims, which will be expunged from the Debtors'
       claims registers without further Court order;

    2. United Computing will forever waive all scheduled claims;

    3. The Adversary Proceedings will be dismissed pursuant to
       Rule 7041(a)(1) of the Federal Rules of Bankruptcy
       Procedure; and

    4. United Computing, and Enron and ENW will release each other
       from any claims, which they may have against each other
       relating in any way to the filed claims and the Adversary
       Proceedings.

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: Can Continue Hiring Ordinary Course Profs.
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Dec. 8,
2005, Entergy New Orleans, Inc., is seeking the U.S. Bankruptcy
Court for the Eastern District of Louisiana's authority to:

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

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

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

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

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

The Debtor proposes to file statements with the Court disclosing:

   (1) the name of the Ordinary Course Professional;

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

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

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

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

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

                       *     *     *

The Honorable Jerry A. Brown of the Bankruptcy Court for the
Eastern District of Louisiana authorizes the Debtor to employ its
professionals in the ordinary course of business.  The Court rules
that all ordinary course professionals to whom the Debtor pays:

   -- less than $25,000 on a three-month basis will not have
      to file retention pleadings or follow the usual fee
      application process; and

   -- more than $25,000 per quarter must follow the full
      application process to act as outside counsel to the
      Debtor.

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


FIRST FRANKLIN: Fitch Puts Low-B Ratings on Four Cert. Classes
--------------------------------------------------------------
First Franklin Mortgage Loan Trust, asset-backed certificates,
series 2005-FFH4, is rated by Fitch Ratings:

     -- $691,264,000 classes I-A-1, II-A-1, II-A-2, II-A-3 and
        II-A-4 'AAA';

     -- $53,061,000 class M-1 certificates 'AA+';

     -- $51,587,000 class M-2 certificates 'AA';

     -- $2,143,000 class M-3 certificates 'AA-';

     -- $24,565,000 class M-4 certificates 'A+';

     -- $22,600,000 class M-5 certificates 'A';

     -- $15,230,000 class M-6 certificates 'A-';

     -- $19,161,000 class M-7 certificates 'A-';

     -- $15,230,000 class M-8 certificates 'BBB+';

     -- $12,283,000 class M-9 certificates 'BBB';

     -- $11,791,000 class M-10 certificates 'BB+';

     -- $6,387,000 privately offered class B-1 certificates 'BB+';

     -- $9,826,000 class B-2 privately offered certificates 'BB';

     -- $8,843,000 class B-3 certificates 'BB'.

The 'AAA' rating on the senior certificates reflects the 29.65%
total credit enhancement provided by the 5.40% class M-1, the
5.25% class M-2, the 2.05% class M-3, the 2.50% class M-4, the
2.30% class M-5, the 1.55% class M-6, the 1.95% class M-7, the
1.55% class M-8, the 1.25% class M-9, the 1.20% class M-10, the
privately offered 0.65% class B-1, the privately offered 1% class
B-2, the privately offered 0.90% class B-3, and the 2.10% initial
overcollateralization.  All certificates have the benefit of
monthly excess cash flow to absorb losses.

In addition, the ratings reflect the quality of the loans, the
integrity of the transaction's legal structure as well as the
primary servicing capabilities of National City Home Loan
Services, Inc., and Deutsche Bank National Trust Company as
trustee.

The mortgage loans are divided into two loan groups.  The group I
mortgage loans consist of conforming first-lien, fixed-rate and
adjustable-rate mortgage loans.  As of the cut-off date,
Nov. 1, 2005, the group I mortgage loans have an aggregate balance
of $390,788,138.  The weighted average loan rate is approximately
8.000%.  The weighted average remaining term to maturity is 357
months.  The average outstanding principal balance of the mortgage
loans is approximately $115,789.  The weighted average original
loan-to-value ratio is 98.76% and the weighted average Fair, Isaac
& Co. score was 647.  The properties are primarily located in
Ohio, Indiana, Michigan and Illinois.

The group II mortgage loans consist of non-conforming first-lien,
fixed-rate and adjustable-rate mortgage loans.  As of the cut-off
date, the group II mortgage loans have an aggregate balance of
$334,293,968.  The weighted average loan rate is approximately
7.860%.  The WAM is 358 months.  The average outstanding principal
balance of the mortgage loans is approximately $249,659.  The
weighted average OLTV ratio is 99.84% and the weighted average
Fair, Isaac & Co. score was 669.  The properties are primarily
located in California, Florida, Illinois, North Carolina, Maryland
and New York.

In addition, on or before Dec. 23, 2005, the depositor may sell
and the trustee will be obligated to purchase, on behalf of the
trust, additional mortgage loans to be included in the mortgage
pool.

On the closing date, the depositor will pay to the trustee

     * an amount equal to approximately $136,257,723, which will
       be held by the trustee in a pre-funding account and

     * an amount equal to approximately $121,265,772, which
       will be held by the trustee in a pre-funding account for
       the purchase of such subsequent mortgage loans.

The certificates will benefit from an Interest Rate Swap Agreement
with The Bank of New York as swap provider effective October 2006
through February 2010 which may be used to cover unpaid interest
and realized losses.  Under the Interest Rate Swap Agreement, on
each distribution date, the trust will be obligated to make fixed
payments at a rate of 4.85% on a declining notional amount and the
swap provider will be obligated to make floating payments at a
rate of one-month LIBOR on such notional amount.


FIRST HORIZON: Fitch Upgrades Ratings on Two Certificate Classes
----------------------------------------------------------------
Fitch Ratings affirms and upgrades these First Horizon Home Loan
Mortgage Trust issues:

   Series 2002-8

     -- Class A affirmed at 'AAA'.

   Series 2002-9

     -- Class A affirmed at 'AAA'.

   Series 2003-2

     -- Class A affirmed at 'AAA'.

   Series 2003-3

     -- Class A affirmed at 'AAA'.

   Series 2003-4

     -- Class A affirmed at 'AAA'.

   Series 2003-6

     -- Class A affirmed at 'AAA'.

   Series 2003-9

     -- Class A affirmed at 'AAA'.

   Series 2003-10

     -- 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-AR1

     -- Class A affirmed at 'AAA'.

   Series 2003-AR2

     -- Class A affirmed at 'AAA'.

   Series 2003-AR3

     -- Class A affirmed at 'AAA'.

   Series 2003-AR4

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

All of the mortgage loans in the aforementioned transactions were
either originated or acquired by First Horizon Home Loan
Corporation.  The mortgage loans consist of 15 and/or 30-year
fixed-rate mortgages secured by first liens on one- to four-family
residential properties.  As of the November 2005 distribution
date, the transactions are seasoned from a range of 24 to 36
months and the pool factors range from approximately 15% to 77%.
First Horizon Home Loan Corporation, rated 'RPS2' by Fitch,
currently services all of the mortgage loans in these
transactions.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $1.6 billion of outstanding certificates.  All
affirmed classes have experienced small to moderate growth in CE
since the last rating action in December 2004.

The upgrades reflect an improvement in the relationship between CE
and future loss expectations and affect approximately
$40.47 million of outstanding certificates.  The CE levels for all
the classes affected by the upgrades have at least doubled their
original enhancement levels since closing.  There have been no
collateral losses to date.


FLINTKOTE CO: Has Until April 28 to File Chapter 11 Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended The Flintkote Company and Flintkote Mines Limited's
exclusive periods to file and solicit acceptances of a chapter 11
plan.  The Court gave the Debtors until Apr. 28, 2006, to file a
plan, and until June 30, 2006, to solicit acceptances of that plan
from creditors.

As reported in the Troubled Company Reporter on Sept. 6, 2005, the
Court extended the Debtors exclusive periods to file a chapter 11
plan to Dec. 29, 2005 and their right to solicit acceptances of
that plan until Feb. 27, 2006.

This is the fifth extension by Flintkote Company and the fourth
extension for Flinkote Mines.

The Debtors say that the extension will give them sufficient time
to:

    * finalize the terms of the joint plan and related Section
      524(g) trust agreement and distribution procedures;

    * pursue negotiations with various insurers regarding coverage
      settlements; and

    * properly asses the Debtor's liabilities and propose a fair
      and equitable treatment for such liabilities in the joint
      plan.

               Joint Plan and Trust Agreement

The Debtors tell the Court that they, the Official Committee of
Unsecured Creditors, and Futures Representative, are working
together to develop and propose a consensual joint plan of
reorganization.  As part of the division of labor, the parties
agreed that the Debtors would draft the plan and disclosure while
the Committee and Futures Representative would jointly draft the
Section 524(g) trust agreement and related trust distribution
procedures.  The drafts will be circulated for review and comment
to the other parties.

The Debtors say that they have already sent a draft of the
proposed joint plan and related disclosure statement and are
presently awaiting comments or proposed modifications.  The
Debtors expect to receive a draft of the trust agreement documents
in the near future.

                   Insurance Receivables

The Debtors remind the Court that they have continued to further
refine their strategy to collect all of their outstanding
insurance receivables and realize the full potential value of the
remaining assets.

As reported in the Troubled Company Reporter on Nov. 11, 2005,
the Court approved a settlement agreement between the Debtors and
Mt. McKinley Insurance Company and Everest Reinsurance Company for
$38 million.

The Debtors tell the Court that they are currently involved in
ongoing negotiations with other insurers regarding payment of
outstanding receivables and the prospect of entering into similar
"buy-out" arrangements of remaining coverage limits in order to
maximize the cash available for distribution to current and future
asbestos personal injury claimants under a confirmed plan.

                   Non-Asbestos PI Claims

The Debtors further tell the Court that they are continuing to
assess all non-Asbestos Personal Injury Claims filed in the U.S.
and Canada.  The Debtors further tell the Court that they have
completed a preliminary analysis of these claims and shared the
information with the Committee and Futures Representatives.  The
extension would afford these creditor constituencies additional
time, to conduct their own analysis and reach a consensus with the
Debtor as to the proposed treatment of these claims under the
joint plan.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate
filed for chapter 11 protection on April 30, 2004 (Bankr. Del.
Case No. 04-11300).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts of more than
$100 million.


FLYI INC: Wants Court Approval of Section 1110 Election Procedures
------------------------------------------------------------------
FLYi, Inc. and its debtor-affiliates operate an aircraft fleet
consisting of 12 Airbus A319 aircraft and 36 Bombardier CL-600-
21319 regional jets.  All of the operating Debtors' aircraft are
leased, except for seven CRJs that they own.

In addition, the Debtors possess an inventory of spare parts and
spare engines associated with the operation of their CRJ fleet,
which spare parts and spare engines are pledged as collateral to
General Electric Capital Corporation pursuant to certain
agreements.

On Nov. 22, 2005, the U.S. Bankruptcy Court for the District of
Delaware approved auction procedures for investment or sale
proposals with respect to their business and assets.

As of Dec. 6, 2005, the Debtors are continuing with the auction
process.  Depending on the outcome of that process, the Debtors
may seek to renegotiate their aircraft obligations and obligations
under the GECC Loan Agreements to enable them to reorganize
successfully.

Moreover, it is unlikely that the Debtors will be able to reach
final agreements with certain parties to the Aircraft Agreements
before the end of the 60-day period pursuant to Section 1110 of
the Bankruptcy Code.

M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, notes that the Section 1110 Period runs
through the holiday season and the Debtors are running a process
seeking potential investors or purchasers during the same period.

By this motion, the Debtors seek the Court's permission:

    -- to make elections pursuant to Section 1110 and perform
       obligations under certain leases and secured financings
       relating to aircraft equipment;

    -- to make payments and to take other necessary actions to
       cure defaults and retain protection of the automatic stay
       with respect to the aircraft equipment;

    -- to enter into stipulations with their aircraft lessors and
       financiers extending the time to perform obligations
       required under Section 1110; and

    -- to file the Section 1110(a) Elections and executed
       Stipulations under seal.

               Section 1110(a) Elections Procedures

The Debtors propose to implement uniform procedures for Section
1110(a) Elections:

    a. The Debtors will file with the Court a Section 1110(a)
       Election and serve it on:

       * in the case of leased Aircraft Equipment, the lessor, the
         beneficial owner of the Aircraft Equipment, and any
         indenture trustee, loan trustee, or collateral trustee
         known to the Debtors to be acting on behalf of debt
         holders who have provided financing to that lessor;

       * in the case of owned Aircraft Equipment, any mortgagee,
         security trustee, or indenture trustee known to the
         Debtors to have a security interest in the Aircraft
         Equipment; and

       * counsel to the Committee;

    b. A Schedule 1 to each Election will list:

       * the applicable Leased Aircraft Notice Parties or the
         Owned Aircraft Notice Parties, as the case may be; and

       * the U.S. Federal Aviation Administration Registration
         number for each item of the Aircraft Equipment that is
         the subject of the Election;

    c. Each Election will constitute as the Debtors' agreement to
       perform all obligations that become due under the relevant
       Aircraft Agreement with respect to the Aircraft Equipment;

    d. With respect to any Aircraft Agreement that is the subject
       of an Election, the Debtors will cure any default under the
       Aircraft Agreement:

       * in the case of any default that occurred prepetition, on
         or before January 5, 2006; and

       * in the case of any default that occurred postpetition and
         before the expiration of the Section 1110 Period, on or
         before the later of 30 days after the date of the
         default, or January 5, 2006;

    e. The Schedule 1 will state the amount, if any, that the
       Debtors believe they must pay under the relevant Aircraft
       Agreement relating to the Aircraft Equipment identified in
       the Election to comply with Section 1110(a)(2)(B);

    f. Any party-in-interest may object to the Election or any
       Cure Amount specified in the Election by filing a written
       objection on or before 4:00 p.m. prevailing Eastern Time on
       the date, which is 10 days from the date of the filing of
       the Election;

    g. Any Section 1110(a) Objection must specify:

       (1) the party's interest in the affected Aircraft
           Equipment, if any;

       (2) the basis for the objection;

       (3) the provisions of the Aircraft Agreement or any other
           agreement under which the objecting party contends any
           uncured default exists, if any; and

       (4) the amount, if any, that the objecting party asserts as
           the Cure Amount, if different from that specified by
           the Debtors;

    h. Unless the Court rules otherwise, upon the filing of the
       Election before January 5, 2006, and the timely payment of
       the Cure Amounts, if any:

       * all defaults under the applicable Aircraft Agreement will
         be deemed cured;

       * the Election will be deemed effective as of January 5,
         2006; and

       * the 60-day period under Section 1110(a)(2) will be deemed
         to have been extended with respect to the Aircraft
         Equipment.

       If any Objection is timely filed with respect to a specific
       Aircraft Equipment and the dispute relating to the Aircraft
       Equipment is not resolved consensually among the parties
       within 10 days from the date of the Objection, the Debtors
       will schedule a hearing to consider the Objection only with
       respect to that particular Aircraft Equipment and the
       filing of the Objection will not delay the effectiveness of
       the Election with respect to other Aircraft Equipment for
       which no Objection is filed; and

    i. The Debtors' Elections will not be deemed to constitute an
       assumption of any Aircraft Agreement under Section 365 of
       the Bankruptcy Code.

       Proposed Procedures for Section 1110 (b) Stipulations

The Debtors concluded that it is in the best interest of their
estates to reach agreements with certain Section 1110 Parties on
the terms of a new or modified Aircraft Agreement that are more
closely aligned with current market conditions.

Given the number of Aircraft Agreements that the Debtors may seek
to renegotiate, the number of Section 1110 Parties that may be
involved in the negotiations, and the sale process that the
Debtors are engaged in to seek potential investors, the Debtors
are unlikely to complete the task within the Section 1110 Period.

Hence, the Debtors will need to enter into stipulations with
certain Section 1110 Parties to provide the Debtors and the other
parties with additional time to negotiate, document, and
implement the terms of new or modified Aircraft Agreements.

Each Stipulation will provide for an extension of the deadline
established by Section 1110.  In certain cases, the Stipulation
may modify, either on an interim or permanent basis, certain
terms of the relevant Aircraft Agreement.

Each Stipulation will not constitute:

    * as the Debtors' election or agreement to perform all of
      their obligations under the relevant Aircraft Agreement
      pursuant to Section 1110(a) or any other provision of the
      Bankruptcy Code; and

    * as an assumption of the relevant Aircraft Agreement under
      Section 365 and will not restrict the Debtors' ability to
      later restructure the Aircraft Agreement or reject or
      abandon the Aircraft Equipment.

Objections to the Stipulation must be filed, on or before 4:00
p.m. prevailing Eastern Time on the date that is 10 days from the
date of the filing of the Stipulation, with the Court.  The
Stipulation must be served on the Court, the counsels to the
Debtors and the Official Committee of Unsecured Creditors, and
the United States Trustee.

Except as otherwise ordered by the Court, upon execution and
filing of the Stipulation and the Debtors' timely performance of
their obligations under it:

    (a) the Stipulation will be deemed to be effective as of
        January 5, 2006; and

    (b) the 60-day period provided in Section 1110(a)(2) will be
        deemed to have been extended with respect to the
        applicable Aircraft Equipment for a specified period.

The Debtors will schedule a hearing to address any unresolved
Objection.

Additionally, the Debtors will file the Elections and the
Stipulations under seal to preserve the confidentiality of the
terms and commercial information of the contracts and maintain a
level playing field among their competitors and all other
parties.

The Debtors will provide unredacted copies of the Elections and
the Stipulations to the Committee's and the U.S. Trustee's
counsel, provided, however, that the parties must maintain the
confidentiality of the Elections and the Stipulations.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


FLYI INC: Wants to Walk Away from Six CRJ Aircraft Leases
---------------------------------------------------------
FLYi, Inc. and its debtor-affiliates want to reduce their fleet of
58 Bombardier CL-600-21319 regional jets to 30.  The Debtors have
already asked the U.S. Bankruptcy Court for the District of
Delaware's permission to abandon or reject 22 CRJ aircraft leases.

By this motion, the Debtors seek the Court's permission to:

    a. reject six more CRJ aircraft leases, effective as of
       Dec. 30, 2005; and

    b. establish a deadline for aircraft lessors, lenders and
       other parties to:

       * take possession of the aircraft; and

       * file proofs of claim with respect to the aircraft.

Brendan Linehan Shannon, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, tells the Court that after
the Effective Date, the Debtors will make available to certain
Controlling Parties the aircraft records of six CRJs at the
Debtors' maintenance hangar, located at 23321 Autopilot Drive in
Dulles, Virginia.

To ensure that each Controlling Party promptly relieves the
Debtors of carrying costs associated with the CRJs, the Debtors
require each Controlling Party or its designee to take possession
of its aircraft no later than seven business days after the
Effective Date, except as may be otherwise agreed.

The Debtors also require each Controlling Party to pay the
Debtors for any related storage, insurance, or other costs
reasonably incurred after the seven-day period.

The Debtors, in their discretion, reserve the right to negotiate
with the Controlling Parties to make the CRJs available to the
Controlling Parties prior to the Effective Date, but after the
entry of an Order rejecting the six aircraft leases.

The Debtors also want that:

    (a) at or before the time a Controlling Party or its designee
        takes or is delivered possession of the CRJs, the
        Controlling Party or its designee must certify in writing
        to Independence Air, Inc., that the Controlling Party or
        its designee is authorized to take possession of the CRJs;
        and

    (b) Independence Air be entitled to rely on the certification
        to relinquish possession of the CRJs.

The Debtors propose that any claims arising out of the rejection
of the CRJ Leases or that otherwise relate to the CRJs must be
timely filed on or before the later of the deadline to file a
proof of claim, or 30 days after the Effective Date.  Any claim
not timely filed will be irrevocably barred.

Upon rejection or abandonment of the CRJs pursuant to the Lease
Rejection Order, the Debtors ask the Court to modify the
automatic stay under Section 362 of the Bankruptcy Code as to any
and all of the Debtors' estates to allow the parties to
effectuate the provision of the Lease Rejection Order and to
transfer, move, and dispose of the rejected CRJs.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


FLYI INC: Wants Until Jan.5 to Comply with Sec. 345(b) Guidelines
-----------------------------------------------------------------
Pursuant to Section 345(b) of the Bankruptcy Code, any deposit or
other investment made by a debtor must be secured by a bond in
favor of the United States that is secured by:

   -- the undertaking of a corporate surety approved by the
      United States Trustee for the relevant district; or

   -- the deposit of securities of the kind specified in Section
      9303 of the Money and Finance Code.

Section 345(b) provides that a bankruptcy court may allow the use
of alternatives to certain approved investment guidelines "for
cause," Brendan Linehan Shannon, Esq., at Young Conaway Stargatt
& Taylor, LLP, in Wilmington, Delaware, notes.

Consistent with Section 345(b), Mr. Shannon points out, Rule
1007-2(b) provides that no waiver of "section 345 [will] be
granted by the Court, except upon notice with an opportunity for
hearing, in accordance with these rules."  Nevertheless, Rule
1007-2(b) further provides that "if a motion for such waiver is
filed on the first day of a chapter 11 case in which there are
more than 200 creditors, the Court may grant an interim waiver
until a hearing on the Debtors' motion can be held."

Pursuant to Section 345(a) and Rule 1007-2(b), FLYi, Inc. and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to approve, on an interim basis, these proposed
investment guidelines:

     (i) Overnight investments in instruments with an AAA rating;

    (ii) Short-term investments in instruments with a rating of
         at least Al/Pl;

   (iii) longer term investments in instruments with a rating of
         at least AA/Aa2; and

    (iv) other deposits in financial institutions comparable to
         those already utilized by the Debtors, in each case
         without the need for any depository or holder of those
         investments to provide a bond, undertaking or deposit of
         securities of any kind.

The maximum maturity of any investments would be one year.

Additionally, the Debtors ask the Court to:

   -- authorize and direct applicable institutions to accept and
      hold or invest those funds, at the Debtors' direction, in
      accordance with the Investment Guidelines; and

   -- approve, on a final and permanent basis, the Investment and
      Deposit Guidelines, after notice and hearing.

The Hon. Mary F. Walrath authorizes the Debtors to invest and
deposit funds in accordance with their Deposit and Investment
Guidelines pending a final hearing on their request.

        Needs More Time to Comply with Section 345

Mr. Shannon tells the Court that the Debtors were unable to devote
their time to comply with the requirements of Section 345 of the
Bankruptcy Code because they have been primarily focused on
transitioning their business into Chapter 11.

Hence, the Debtors ask the Court to:

    a. extend the time within which they must comply with the
       requirements of Section 345 of the Bankruptcy Code; and

    b. approve their Investment Guidelines on a further interim
       basis through and including January 5, 2006.

The Debtors will use the extension to evaluate the need to
maintain their prepetition Investment Guidelines and coordinate
with financial institutions to satisfy Section 345 with respect
to the Bank Accounts or seek to utilize their Investment
Guidelines.

The Court will convene a hearing on Jan. 5, 2006, at 10:00
a.m. (ET) to consider the Debtors' request.  By application of
Local Rule 9006-2, the deadline to comply with the Section 345
requirements is automatically extended until the conclusion of
that hearing.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


FOAMEX INT'L: Foamex L.P. Wants to Assume Amended Bayer Contract
----------------------------------------------------------------
Foamex L.P. utilizes chemicals that are specially formulated to
meet its specific needs and are capable of being obtained from a
few select providers.  The chemicals, including polyol and TDI,
are the fundamental building blocks for Foamex's foam products,
without which Foamex's manufacturing operations would grind to a
halt, Pauline K. Morgan, Esq., Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, says.

Bayer MaterialScience LLC is one of Foamex's primary suppliers of
polyol and TDI.

Foamex, Ms. Morgan relates, has experienced difficulties in the
last year in procuring polyol and TDI.  As a consequence of
Foamex's financial condition, many of its chemical suppliers,
including Bayer, placed Foamex on fixed dollar credit limits.
The credit constraints limit the quantity of chemicals that
Foamex can purchase from each supplier and, given the recent
dramatic increases in chemical prices, Foamex constantly pushes
up against these limits.

More recently, Hurricanes Rita and Katrina have further eroded
the availability and accessibility of the chemicals, Ms. Morgan
says.  In addition, one of Foamex's primary suppliers of TDI
closed a major production facility in September 2005.

Consequently, Foamex expects that the present shortage in
capacity of TDI in the marketplace will become even more acute.
According to Ms. Morgan, Foamex's inventory of many of these
major chemicals, including polyol and TDI, is quite limited and
at certain points in time is only sufficient to sustain its
operations for up to one week.

Pursuant to Section 365 of the Bankruptcy Code, Foamex seeks the
U.S. Bankruptcy Court for the District of Delaware's authority to
assume an executory contract with Bayer and its Deerfield Urethane
affiliate for the purchase and sale of chemicals, dated August 19,
2005, as amended on November 18, 2005.

In the Amended Bayer Contract, Bayer agreed to:

    (a) increase the quantities of polyol and TDI that will be
        made available to Foamex;

    (b) increase Foamex's fixed dollar credit limit to purchase
        chemicals;

    (c) restore trade terms that are comparable to the original
        trade terms before Bayer changed them to "cash-before
        delivery"; and

    (d) provide Foamex with an eight-week period to cure the
        $13,100,000 unpaid prepetition obligation owed by Foamex
        to Bayer on account of prepetition chemical purchases.

Ms. Morgan asserts that the increased availability of polyol and
TDI and the increase in the credit limit will allow Foamex to
secure more of the needed chemicals that it currently can, which,
in turn, will better allow Foamex to meet customer demand for its
foam products.  The change from "cash-before-delivery" to normal
trade terms will also significantly improve Foamex's liquidity
position, she adds.

Foamex believes it satisfies the cure and adequate assurance
requirements for assumption under Section 365(b)(1).  Foamex owes
$13,126,215 to Bayer on account of prepetition purchases.  Other
than payment of the amount, which will be paid in eight weekly
payments, there are no other defaults that need to be cured, Ms.
Morgan contends.  Bayer has not requested any additional adequate
assurance of Foamex's future performance under the Bayer
Contract.

                     Committee Responds

Sharon L. Levine, Esq., at Lowenstein Sandler PC, in Roseland,
New Jersey, points out that certain provisions in the Bayer
Contract allows Bayer to unilaterally alter the Contract after
assumption.  The provisions, she says, empower Bayer to alter the
fixed dollar trade limit or the quantities to be provided,
thereby nullifying any benefit to Foamex International Inc., and
its debtor-affiliates.

The Debtors have circulated a revised agreement with Bayer in an
effort to address the objectionable provision, Ms. Levine tells
the Court.  The Official Committee of Unsecured Creditors is in
the process of reviewing the revised agreement.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: Wants to Hire FTI Consulting as Special Consultants
-----------------------------------------------------------------
On July 11, 2005, the Securities and Exchange Commission issued a
Cease-and-Desist Order with the consent of Foamex International,
Inc., Pauline K. Morgan, Esq., Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, relates.

The Cease-and-Desist Order was issued after an investigation into
perceived deficiencies in Foamex International Inc., and its
debtor-affiliates' internal accounting controls dating back in
1999, when Foamex International was under a different management.
The Order found that Foamex International, now under new
management:

    -- has strengthened financial management,

    -- continued to implement an enterprise-wide IT system, and

    -- has engaged in meaningful efforts to remediate the
       reportable conditions.

However, the Order found that the remediation was not timely as
required by the SEC.

The Cease-and-Desist Order required the Debtors to undertake
measures ensuring that future deficiencies in their internal
accounting controls do not arise.  One of these measures is the
retention of a "Special Consultant."

The Special Consultant's role is to review the report of the
Debtors' internal auditors, whether the internal auditors concur
with the Debtors' management's assessment of internal controls
over financial reporting and any deficiencies in accordance with
Section 404 of the Sarbanes-Oxley Act of 2002, Ms. Morgan
explains.  The Special Consultant is required to review the
Section 404 Report and issue a written report of its own directly
to Foamex International's audit committee and the SEC, including
recommendations for modifying internal controls over financial
reporting to address any deficiencies as well as procedures to
implement the modifications.

The Order further requires the Special Consultant to review and
monitor Foamex International's progress in complying with any the
Consultant's recommendations and to provide regular written
reports to Foamex International's audit committee and the SEC.

In compliance with the Order, Foamex International named Ernest
Ten Eyck and FTI Consulting, Inc., as special consultants, and
subsequently entered into a letter agreement dated July 11, 2005.

Mr. Eyck is a Senior Managing Director of FTI.

FTI, a financial advisory services firm with numerous offices
throughout the country, has been the Debtors' special consultant
since July 2005.  The SEC has approved the Debtors' retention of
FTI as Special Consultant.

By this application, the Debtors ask the U.S. Bankruptcy Court for
the District of Delaware to appoint FTI and Mr. Eyck as Special
Consultants pursuant to the July 2005 Letter Agreement.

The Debtors believe it would be exceptionally burdensome if they
were required to seek a substitute Special Consultant.  In
addition, any new consultant will require the approval of the SEC
before its engagement.  FTI has indicated an unwillingness to
continue acting as Special Consultant unless its appointment is
approved.

FTI is expected to:

    (a) assist the Debtors in their cooperation with Foamex
        International's auditors in connection with the SEC's
        audit of their financial statements;

    (b) review the written report prepared by Foamex
        International's auditors in connection with the audit and
        issue a written report to the Debtors' audit committee and
        the SEC's staff, which recommends modifications and
        additions to the Debtors' internal accounting controls;
        and

    (c) review the Debtors' progress in correcting significant
        deficiencies identified as a result of the audit, and
        provide a written report to the Audit Committee and the
        SEC's staff on the status of the Debtors' remediation
        efforts.

Pursuant to the Letter Agreement, the Debtors will pay FTI and
its professionals based on the firm's customary hourly rates:

    Professional                                    Hourly Rates
    ------------                                    ------------
    Senior Managing Directors/Managing Directors     $350 - $650
    Directors/Managers                               $250 - $435
    Senior Consultants/Consultants                   $175 - $315
    Paraprofessionals/Administrative                  $50 - $125

The Debtors will reimburse FTI for all reasonable out-of-pocket
expenses incurred.

Mr. Eyck assures the Court that neither FTI nor its employees
have any connection with the Debtors, their creditors, other
parties-in-interest and the United States Trustee or its
employees.

However, Mr. Eyck discloses, a separate office of FTI currently
serves as financial advisor to a subsidiary of Spring Air
Corporation in its currently pending Chapter 11 case.  Foamex
International is a creditor of Spring Air.  FTI's consulting
services to Foamex are wholly unrelated to its engagement with
Spring Air, Mr. Eyck attests.

FTI's books and records shows that during the 90-day period prior
to the Petition Date, the firm received $62,299 from the Debtors
for services performed and expenses incurred.  As of the Petition
Date, the Debtors owe FTI $88,815 in fees and expenses.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: Bar Date for Agents & Lenders Stretched to Feb. 17
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 26, 2005, the Honorable Peter J. Walsh of the U.S. Bankruptcy
Court for the District of Delaware set December 8, 2005, as the
deadline for all entities holding a prepetition claim against
Foamex International Inc., and its debtor-affiliates to file a
proof of claim.  That date is 45 days after the Bar Date Notice
Package were mailed.  Bar Date Notice Packages were mailed to the
Debtors' creditors on Oct. 24, 2005.

                      *     *     *

In a Court-approved stipulation, the Debtors, the prepetition
Agents and Lenders agree that the Bar Date for the Prepetition
Agents and Lenders is extended until Feb. 17, 2006, at 4:00 p.m.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


GE BUSINESS: Fitch Rates $19 Million Class D Certificates at BB
---------------------------------------------------------------
Fitch rates GE Business Loan Trust 2005-2:

     -- $676,000,000 class IO certificates 'AAA';
     -- $667,375,890 class A certificates 'AAA';
     -- $61,367,898 class B certificates 'A';
     -- $19,177,468 class C certificates 'BBB';
     -- $19,177,468 class D certificates 'BB'.

The class IO and A ratings reflect credit enhancement provided by
the subordination of the class B certificates, the class C
certificates, the class D certificates, the spread account, and
expected excess spread.  The class B rating reflects credit
enhancement provided by the subordination of the class C
certificates, class D certificates, the spread account, and
expected excess spread.  The class C rating reflects credit
enhancement provided by the subordination of the class D
certificates, the spread account, and expected excess spread.  The
class D rating reflects credit enhancement provided by the spread
account and expected excess spread.  The ratings address the
payment of interest and principal in accordance with the terms of
the legal documents.

The certificates are backed primarily by a pool of conventional
business loans and unguaranteed portion of Small Business
Administration Section 504 Program loans made to small businesses.
The loans are secured by first liens on owner-occupied or
single-tenant retail, office, industrial, or other commercial real
estate.  None of the underlying business loans are insured or
guaranteed by any governmental agency.  The loans were originated
by GE Commercial Finance Business Property Corporation and the
Small Business Finance lending division of General Electric
Capital Corporation. This transaction represents the sixth term
securitization of loans originated by the GECF and SBF business
units.

The trust assets consist primarily of 341 business loans made to
301 borrowers.  The $767 million underlying collateral pool
consists of approximately $500 million of conventional business
loans originated by GECF and approximately $267 million of SBA 504
loans originated by SBF.  The loans are secured by first liens on
owner-occupied or single tenant retail, office, industrial, or
other commercial real estate.  The pool is diversified
geographically, with loans from 41 states.  The largest state
concentrations are in California, Texas, Georgia, New York, and
Florida.

Fitch took into consideration both quantitative and qualitative
factors in evaluating GEBLT's credit enhancement structure.  After
reviewing historical default and recovery data on both an annual
and static pool basis to develop an expected loss rate, Fitch
analyzed cash flows reflecting stressed default rates, recovery
rates, and recovery timing lags under several default timing
scenarios.  Fitch also assessed borrower and balloon payment
concentrations over the life of the transaction.  This review
included a semiannual comparison of top borrower concentrations
with expected credit enhancement.

Fitch's ratings also took into consideration:

     * the historical delinquency and loss performance of GECF and
       SBF;

     * the origination, underwriting, and servicing experience of
       GECF and SBF;

     * the role of GECC as master servicer; and

     * the sound legal and payment structure.

The IO certificates will receive fixed-rate interest payments.
Classes A, B, C, and D certificates will pay floating-rate
interest based on a spread over one-month London Interbank Offered
Rate.  Principal will be paid to the class A, B, C, and D
certificates on a pro rata basis.

The interest rate swap counterparty is General Electric Capital
Services, Inc., a subsidiary of General Electric Company.  The
class IO, A, B, C, and D certificates were privately placed
pursuant to Rule 144A.


GROVE PARK: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Grove Park Office Complex, Inc.
        6820 Loop Road
        Centerville, Ohio 45459

Bankruptcy Case No.: 05-46676

Chapter 11 Petition Date: December 14, 2005

Court: Southern District of Ohio (Dayton)

Judge: Thomas F. Waldron

Debtor's Counsel: Reid J. Haddick, Esq.
                  Law Office of Reid J. Haddick
                  1129 Miamisburg-Centerville Road, Suite 305
                  West Carrollton, Ohio 45449
                  Tel: (937) 859-8026

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Beautiful Boundaries             Snow plowing             $5,777
4302 Bellemeade Drive
Bellbrook, Ohio 45305

Vectren Energy Delivery          Gas heat                 $3,974
P.O. Box 6262
Indianapolis, Indiana
46206-6262

Utica National Insurance Group   Insurance                $2,691
P.O. Box 6532
Utica, N.Y. 13504-6532

The Gem Real Estate Group, Inc.  Appraisal                $1,050

B.C. Vision Cntrs. Inc.          Security deposit           $500

Waste Management of Ohio - IWD   Trash Removal              $428

Cleanergy Supply                 Paper supplies             $389

City of Huber Heights            Water & sewer              $331

J & J Property                   Snow plowing               $285

Bridgetek Technologies LLC       Security deposit           $225

Tim Fox                          HVAC repairs               $137

M.G. Heating & Air, Inc.         HVAC repairs                $86

Dayton Power & Light Co.         Trade debt              Unknown


HEMOSOL CORP: Has Until Feb. 10 to File BIA Proposals
-----------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) approved a
45-day extension of the time by which Hemosol Corp. (TSX: HML) and
its affiliate Hemosol LP are required to file proposals for their
respective creditors pursuant to the provisions of the Bankruptcy
and Insolvency Act of Canada.  Subject to further orders of the
Superior Court, Hemosol will have until Feb. 10, 2006, to file one
or more proposals.

Parties interested in potential investments in, or purchase of,
the assets or business of Hemosol are invited to contact Dean
Mullett of PricewaterhouseCoopers Finance Inc. at
dean.mullet@ca.pwc.com.  Binding expressions of interest must be
received prior to Feb. 3, 2006.

At this time there is no certainty as to the outcome of the
marketing and sales process.  Accordingly, it is unclear whether
or not there will be any value for holders of Hemosol's shares at
the conclusion of the marketing and sales process.

Hemosol Corp. -- http://www.hemosol.com/-- is an integrated
biopharmaceutical developer and manufacturer of biologics,
particularly blood-related protein based therapeutics.  The common
shares of Hemosol are listed on the NASDAQ Stock Market under the
trading symbol "HMSLQ" and on the TSX under the trading symbol
"HML".

                         *     *     *

AS reported in the Troubled Company Reporter on Nov. 25, 2005,
Hemosol Corp. (NASDAQ: HMSL, TSX: HML) reported that it is
insolvent.  Hemosol Corp. and Hemosol LP have filed Notices of
Intention to Make a Proposal to their creditors under the
Bankruptcy and Insolvency Act of Canada, and have appointed
PricewaterhouseCoopers Inc., a licensed trustee, to act as trustee
under the proposals.  Hemosol continues discussions with its
secured creditors with respect to its current financial position.

                    Credit Facility Default

On Nov. 22, 2005, Hemosol reported that it defaulted in the
payment of interest under its $20 million credit facility.
Hemosol said that it would require additional capital to continue
as a going concern and is in discussions with its secured
creditors with respect to its current financial position.

                            Lay-Offs

On Oct. 28, 2005, the company served approximately two thirds of
its employees with layoff notices.  The layoffs were necessary in
order for the company to conserve its remaining cash and to
continue to pursue potential strategic relationships and various
financing options.

On Nov. 9, 2005, the company said that its reduced workforce and
limited resources have caused Hemosol to suspend the provision of
bio-manufacturing services to third parties and, accordingly,
the Company and Organon Canada Ltd. reached a mutual agreement
to terminate the Manufacturing and Supply Agreement dated
Sept. 24, 2004.  This termination is effective immediately and
was implemented without additional cost or penalty to either
party.

As reported in the Troubled Company Reporter on Dec. 6, 2005,
PricewaterhouseCoopers Inc., in its capacity as trustee under the
Notices of Intention to Make a Proposal of Hemosol Corp. and
Hemosol LP, filed, on Dec. 2, 2005, an application with the
Ontario Superior Court of Justice seeking, among other things, an
order appointing PricewaterhouseCoopers Inc. as the interim
receiver over the property, assets and undertaking of Hemosol
Corp. and Hemosol LP and approving interim financing by Hemosol's
secured creditors in the amount of $2 million.


INTEGRATED ELECTRICAL: S&P Lowers Credit Rating to CC from CCC-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Houston, Texas-based Integrated Electrical Services Inc.
to 'CC' from 'CCC-' and affirmed its 'C' rating on the company's
senior subordinated notes.  The ratings were removed from
CreditWatch, where they were originally placed on May 19, 2005.

The outlook is negative.  At June 30, 2005, IES had approximately
$223 million in total debt outstanding.

"The downgrade reflects the company's proposal with a committee of
senior subordinated noteholders to undergo a capital
restructuring, which also includes a Chapter 11 filing," said
Standard & Poor's credit analyst James T. Siahaan.

The terms of this agreement in principle stipulate that
noteholders would receive shares constituting 82% of the
reorganized company in exchange for all of their notes, while
existing shareholders and company management receive 15% and 3% of
common shares, respectively.

The committee of senior subordinated noteholders represents
approximately $101 million of the $173 million in principal amount
of the notes.  The approval of the plan requires the consent of at
least two-thirds in the outstanding debt amount and one-half in
the number of the senior subordinated noteholders.

IES expects to begin soliciting noteholder consent in January of
2006.  If agreed to, the proposal would include the company's
filing of a Chapter 11 reorganization so that it could exchange
all of the senior subordinated notes for equity.

Once the appropriate consents are received and the restructuring
is completed, Standard & Poor's will lower its corporate credit
rating to 'D' and withdraw the ratings shortly thereafter.

IES is one of the larger contractors specializing in electrical
engineering and construction projects in the U.S.


INTERSTATE BAKERIES: Selling Alameda Property for $1.5 Million
--------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates propose
to sell their property located at 2460 Alameda Street in San
Francisco, California, to Baker Hamilton Properties, LLC, subject
to higher and better offers.

The Property includes approximately 0.37 acres of land with an
approximately 7,813-square foot building, which was formerly used
as a garage.  The Debtors are no longer using the Property as
part of their ongoing business operations.

Paul M. Hoffman, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that, beginning September 2005, the
Debtors, with the assistance of Hilco Industrial, LLC, and Hilco
Real Estate LLC, conducted marketing efforts for the Property.
They have determined that the $1,500,000 offered by Baker
Hamilton represents the highest and best offer for the Property
at this time.

The salient terms of the Sale Agreement signed by the Parties
are:

     Purchase Price:            $1,500,000

     Escrow Deposit:            Baker Hamilton deposited $600,000
                                which is being held in escrow
                                until all closing conditions are
                                met.

     Closing:                   The closing will occur within five
                                business days of the approval of
                                the Sale Agreement subject to the
                                payment of the Purchase Price

     Conditions to Closing:     The Sale Agreement is subject to
                                higher and better offers as well
                                as Court approval.

     Condition of Property:     The Debtors will deliver good and
                                marketable fee simple title to the
                                Land and Improvements, free and
                                clear of liens, other than
                                Permitted Exceptions.  The
                                Property is being sold AS-IS,
                                WHERE-IS, with no representations
                                or warranties, reasonable wear and
                                tear, casualty and condemnation
                                excepted.

The Debtors request that the proposed sale be exempted from
transfer, stamp or similar taxes, conveyance fees and recording
fees, costs or expenses imposed by any federal, state, county or
other local law in connection with the transfer or conveyance of
the Property.

The Debtors also request that the Property be transferred to
Baker Hamilton or the successful bidder free and clear of all
liens, claims and encumbrances, with the liens to attach to the
proceeds of the sale.

As bid protection, the Debtors have agreed to provide Baker
Hamilton a $30,000 termination fee and expense reimbursement of
up to $25,000.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 33; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


INVIVA INC: Fitch Shaves Units' Insurer Financial Strength Rating
-----------------------------------------------------------------
Fitch Ratings has downgraded the insurer financial strength
ratings of Jefferson National Life Insurance Company and American
Life Insurance Company of New York to 'BB' from 'BBB-'.  Both
companies are subsidiaries of Inviva, Inc., a privately held
insurance holding company based in New York City.  The Rating
Outlook for both ratings is Negative.

The action follows management's decision to defer payment of
dividends on its $91.5 million of trust preferred securities.
Inviva has not been able to raise equity capital this year as
expected and that has further constrained the company's limited
debt servicing capabilities.  While the trust preferreds do
provide for a five-year deferral of dividend payments without
triggering a default, Fitch is concerned that subsidiary capital
may be needed to meet obligations of the holding company.  As of
Sept. 30, 2005, JNL and ALICNY had paid no dividends in 2005.
JNL's and ALICNY's risk-based capital ratios are expected to be
well above expectations for the rating level at year-end 2005.

Inviva recently announced that it plans to sell its entire inforce
life insurance block to reduce expenses and free up capital.
Inviva's capital structure is heavily dependent on convertible
preferred shares of private investors and trust-preferred
securities.  The company used proceeds from the issuance of trust
preferreds in 2004 to pay down higher cost debt, reducing the
ratio of straight debt to total capital from about 20% at year-end
2003 to 8% at year-end 2004.  It was about 8.7% at Sept. 30, 2005.
Trust preferred securities represented about 66% of Inviva's
capital structure at Sept. 30, 2005.

Inviva acquired JNL, formerly Conseco Variable Insurance Company,
from Conseco in October of 2002.  Inviva acquired ALICNY in 2001.
At Sept. 30, 2005, the holding company had $2.3 billion in
consolidated total assets and $45 million in equity.

   Jefferson National Life Insurance Company

     -- IFS downgraded to 'BB' from 'BBB-' with a Negative
        Outlook.

   American Life Insurance Co. of New York

     -- IFS downgraded to 'BB' from 'BBB-' with a Negative
        Outlook.


J CREW: Turnaround Progress Spurs S&P to Raise Credit Rating to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on specialty apparel retailer J. Crew Group Inc. to 'B'
from 'B-'.  The rating remains on CreditWatch with positive
implications due to the planned recapitalization of the company,
which includes an IPO of its common stock and debt refinancing.

"The upgrade reflects the substantial progress J. Crew has
achieved in turning around its operating performance for the past
several quarters," said Standard & Poor's credit analyst Ana Lai.

This reflects management's successful merchandising initiative and
operating discipline.  Comparable-store sales increased 2.8% in
the quarter and 15.9% in the nine months ended Oct. 29, 2005,
while direct sales increased 20% and 37% for the same respective
periods.  Profitability has recovered because of lower markdowns
and positive sales leverage, with operating margins increasing to
19% in the third quarter from 17% a year ago.

"Despite the recent improvement, however," said Ms. Lai, "the
company faces difficult comparable-store sales over the next few
quarters and has only a relatively short track record of operating
performance at the current level."


JACK IN THE BOX: Increasing Leverage Sparks S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on San
Diego, California-based Jack in the Box Inc. to negative from
stable.  Ratings on this fast food operator, including the 'BB'
corporate credit rating, were affirmed.

The outlook revision reflects the company's more aggressive policy
at a time when cash flow protection measures are weak for the
rating category and its operating margins are under pressure.
Jack in the Box's board of directors recently approved a
$150 million share repurchase program after completing a
$65 million program in 2005.

Standard & Poor's had expected the company to use some of its
internally generated funds for debt reduction.  The company's
leverage is already high for the rating category, with total debt
to EBITDA at 4.4x at the end of fiscal 2005.  This compares to the
industrial average of 3.8x for the 'BB' rating category.

"The ratings on Jack in the Box Inc.," said Standard & Poor's
credit analyst Diane Shand, "reflect the company's participation
in the intensely competitive quick-service segment of the
restaurant industry and its highly leveraged capital structure."

These weaknesses are partially offset by:

    * the company's solid regional presence,
    * its generally good operating performance, and
    * its ability to develop and market new products.


JAKE'S GRANITE: Court Approves Asset Sale to LaFarge for $13 Mil.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
sale of Jake's Granite Supplies LLC's assets to LaFarge North
America, free and clear of liens, claims, for $13 million.

LaFarge acquired Jake's 240 acres of real estate and physical
plant and mobile equipment.

Headquartered in Chandler Heights, Arizona, Jake's Granite
Supplies, L.L.C., owns and operates a sand and gravel mining
operation in Buckeye, Arizona.  The Company filed for chapter 11
protection on June 13, 2005 (Bankr. D. Ariz. Case No. 05-10601).
Joseph E. Cotterman, Esq., Gallagher & Kennedy, P.A. When the
Debtor filed for protection from its creditors, it listed assets
of $16,473,500 and debts of $6,141,198.


JEFFERSON NATIONAL: Fitch Cuts Insurer's Financial Strength Rating
------------------------------------------------------------------
Fitch Ratings has downgraded the insurer financial strength
ratings of Jefferson National Life Insurance Company and American
Life Insurance Company of New York to 'BB' from 'BBB-'.  Both
companies are subsidiaries of Inviva, Inc., a privately held
insurance holding company based in New York City.  The Rating
Outlook for both ratings is Negative.

The action follows management's decision to defer payment of
dividends on its $91.5 million of trust preferred securities.
Inviva has not been able to raise equity capital this year as
expected and that has further constrained the company's limited
debt servicing capabilities.  While the trust preferreds do
provide for a five-year deferral of dividend payments without
triggering a default, Fitch is concerned that subsidiary capital
may be needed to meet obligations of the holding company.  As of
Sept. 30, 2005, JNL and ALICNY had paid no dividends in 2005.
JNL's and ALICNY's risk-based capital ratios are expected to be
well above expectations for the rating level at year-end 2005.

Inviva recently announced that it plans to sell its entire inforce
life insurance block to reduce expenses and free up capital.
Inviva's capital structure is heavily dependent on convertible
preferred shares of private investors and trust-preferred
securities.  The company used proceeds from the issuance of trust
preferreds in 2004 to pay down higher cost debt, reducing the
ratio of straight debt to total capital from about 20% at year-end
2003 to 8% at year-end 2004.  It was about 8.7% at Sept. 30, 2005.
Trust preferred securities represented about 66% of Inviva's
capital structure at Sept. 30, 2005.

Inviva acquired JNL, formerly Conseco Variable Insurance Company,
from Conseco in October of 2002.  Inviva acquired ALICNY in 2001.
At Sept. 30, 2005, the holding company had $2.3 billion in
consolidated total assets and $45 million in equity.

   Jefferson National Life Insurance Company

     -- IFS downgraded to 'BB' from 'BBB-' with a Negative
        Outlook.

   American Life Insurance Co. of New York

     -- IFS downgraded to 'BB' from 'BBB-' with a Negative
        Outlook.


JL FRENCH: Interest Nonpayment Cues S&P to Junk Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating on automotive supplier J.L. French Automotive
Castings Inc. on CreditWatch with negative implications, following
published reports that the company did not make a bond interest
payment due Dec. 1, 2005.  Sheboygan, Wisconsin-based J.L. French
has total debt of $680 million, including the present value of
operating leases and debt-like preferred stock.

"We have not confirmed that the interest payment was missed, and
it is unclear whether the terms of other debt agreements have been
violated," said Standard & Poor's credit analyst Martin King.  "We
will seek clarification on these points."

The corporate credit rating could be lowered to 'D' if the company
fails to make required interest or principal payments under all of
its debt agreements, or if it files for bankruptcy.  The rating
could be lowered to 'SD', however, if J.L. French only fails to
make required debt service payments under certain debt agreements
while continuing to meet all payment requirements of its other
debt obligations.

J.L. French suffers from a vulnerable business profile because of
the intense challenges of the automotive casting industry, which
is fragmented, highly capital intensive, and subject to volatile
demand and customer pricing pressures.

The company's earnings and cash flow have been pressured this year
by vehicle production cuts and price reductions instigated by its
major customers.  Especially hard hit have been the carmakers'
sport utility vehicle and light-truck platforms, which have
experienced sharp sales declines because of tough competition and
high gas prices.  Products for SUVs and light trucks account for a
disproportionate share of J.L. French's sales and profits.

Debt leverage is high and increasing because of falling EBITDA and
negative cash flow.  Despite the company's strong EBITDA margins
in the 15%-20% range, free cash flow generation is weak because of
heavy capital spending and debt service requirements.  Liquidity
has been constrained by increasing working capital requirements
and restrictive financial covenants.


JP MORGAN: Fitch Holds Low-B Ratings on Four Certificate Classes
----------------------------------------------------------------
Fitch Ratings upgrades JP Morgan Chase Commercial Mortgage
Securities Corporation's commercial mortgage pass-through
certificates, series 2001-CIBC2:

     -- $38.5 million class B to 'AAA' from 'AA';
     -- $38.5 million class C to 'AA' from 'A';
     -- $14.4 million class D to 'A+' from 'A-';
     -- $28.9 million class E to 'BBB+' from 'BBB';
     -- $12 million class F to 'BBB' from 'BBB-';
     -- $25.2 million class G to 'BBB-' from 'BB+';
     -- $7.2 million class H to 'BB+' from 'BB'.

In addition, Fitch affirms these classes:

     -- $131.2 million class A-2 at 'AAA';
     -- $561.4 million class A-3 at 'AAA';
     -- Interest-only classes X-1 and X-2 at 'AAA';
     -- $7.2 million class J at 'BB-';
     -- $12 million class K at 'B+';
     -- $4.8 million class L at 'B';
     -- $4.8 million class M at 'B-'.

Fitch does not rate the $17.3 million class NR.  Class A-1 has
paid in full.

The rating upgrades reflect defeasance and paydown since issuance.
Fifteen loans have been defeased to date.  In addition, as of the
November 2005 distribution date, the pool has paid down 6.1% to
$903.4 million from $961.7 million at issuance.

Currently, there are three assets in special servicing.  The
largest specially serviced asset is a vacant, class B office
complex located in Memphis, Tennessee.  The asset is real estate
owned.  The special servicer is marketing the asset for sale.
Based on current appraised values, losses will be incurred upon
disposition.

The second specially serviced loan is a retail center in High
Point, North Carolina.  The loan was transferred to the special
servicer in September 2005 due to Winn-Dixie rejecting the store
at this location.  Negotiations with the borrower over a potential
workout are ongoing.

The third specially serviced loan is a multifamily property
located in Pascagoula, Mississippi, which suffered heavy damage
due to Hurricane Katrina.  This loan was transferred to the
special servicer in October 2005 due to imminent default and is 60
days delinquent.  The special servicer is working with the
borrower to determine property damage and establish a timetable
for repairs.

Collin Creek Mall maintains an investment grade credit assessment.
The Fitch stressed debt service coverage ratio for the loan was
calculated using a Fitch adjusted net cash flow and a stressed
debt service based on the current loan balance and a hypothetical
mortgage constant.

Collin Creek Mall is secured by 332,055 square feet of in-line
space in a regional mall in Plano, Texas.  The mall is anchored by
Foley's, Dillard's, Sears, JC Penney, and Mervyn's, which,
according to the master servicer, are closing in January 2006.  As
of June 30, 2005, in-line occupancy is 92.6% compared with 98.2%
at issuance.  The Fitch stressed DSCR has increased to 1.53 times
as of June 2005 from 1.50x at issuance.


LIMELIGHT MEDIA: Equity Deficit Tops $2.4 Mil. at September 30
--------------------------------------------------------------
Limelight Media Group, Inc. (OTCBB: LMMG) reported $1,422,781 of
revenues for the third quarter ended Sept, 30, 2005, compared to
$1,016,966 in the second quarter of 2005, a 39.9% increase quarter
over quarter.  The increase in revenues were primarily due to
revenue recognition from the company's IMPART subsidiary and its
Media Side Street operations during the third quarter, in addition
to increased sales of the enhanced digital out-of-home media
solutions being developed by the company.

For the three-months ended Sept. 30, 2005, Limelight Media
incurred a $821,467 net loss, as compared to a $15,349 net loss
for the same period in the prior year.  The net operational losses
were attributable to significant expense increases in three areas:

    1) professional expenses due to legal and accounting costs
       associated with the acquisition of IMPART, increased from
       $27,341 to $313,883, and were recorded as a one-time
       expense;

    2) an increase of $371,332 in cost of revenues and increased
       non-cash depreciation expenses of $96,333 related to
       continued operational investments including hardware and
       system purchases to support its expansion into new market
       segments such as the SeaTac Airport deployment previously
       announced; and

    3) a key investment in the personnel needed to fulfill the
       company's enhanced vision and business model included
       direct expense increases of $77,250 quarter over quarter.

David V. Lott, CEO, stated, "We are very encouraged by the
progress made in the first quarter following the acquisition of
IMPART, Inc., and its iPoint Networks and Media Side Street
businesses.  We not only announced the deployment of our first
interactive digital media network in the airport market segment,
we also validated the business model with the subsequent sale of
advertising space, and have made inroads in other markets yet to
be announced."

Lott continued, "About 80% of our reported loss falls into the
category of non-cash depreciation or one-time extraordinary
charges associated with the acquisition. The operating losses
attributed to personnel costs, represents our commitment to
aggressive investment in product development and services needed
to continue expansion into additional vertical markets."

Limelight Media's balance sheet showed $2,283,824 in total assets
at Sept. 30, 2005, and liabilities of $4,700,553, resulting in a
stockholders' deficit of $2,416,729.  As of Sept. 30, 2005, the
Company had a working capital deficit of $3,123,619.

                    Going Concern Doubt

L.L. Bradford & Company, LLC, expressed substantial doubt about
Limelight Media'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 Company's balance sheet showed losses
from operations and working capital deficit.

Headquartered in Seattle, Washington, Limelight Media Group, Inc.,
-- http://www.impartmedia.com/-- is a rapidly expanding digital
signage leader in the emerging out-of-home media sector, which is
beginning to take center stage with advertisers.  The company is
growing through a consolidation strategy that includes acquiring
the industries best and brightest talent and most advanced
solutions to create a broad, integrated one-stop communications
media company focused on digital signage and networked advertising
offerings for leading brands in industries such as retail,
grocery, banking, restaurants, hospitality, government and public
spaces, among others.  The company's digital media solutions
enable the simultaneous delivery of video content to a variety of
remote audiences in real time, allowing for immediate
customization of messages through a centralized network operations
center.


MCLEODUSA INC: Court Approves Prepackaged Plan of Reorganization
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved, on Dec. 15, 2005, the prepackaged plan of reorganization
submitted by McLeodUSA Incorporated and its debtor-affiliates.

As a result of this approval, the Debtors expect to consummate the
plan of reorganization and emerge from Chapter 11 in January 2006.

                      DIP Financing

As part of the plan confirmation, the Debtors were authorized to
access the full amount of its $50 million debtor-in-possession
credit facility.  Upon consummation of the plan the Debtors' DIP
financing will be replaced with a new $50 million revolving credit
facility. The Debtors' approximately $677.3 million of secured
junior bank debt will be converted into 100% of the Company's
equity, and the Debtors' existing $100 million in secured senior
bank debt will be cancelled and replaced with a new $100 million
term facility.  All of the Debtors' existing preferred and common
stock will be cancelled, and holders of that stock will have no
recovery.  Pending the consummation of the plan of reorganization,
the Debtors expect to continue to operate its business in the
ordinary course without disruption to its employees, customers or
suppliers.

"We are very pleased that our plan of reorganization has been
confirmed by the Bankruptcy Court," said Stan Springel, Chief
Restructuring Officer.  "We appreciate the strong support of our
plan by our lenders and are grateful to our customers, employees
and vendors for their continued support during the reorganization.
As we emerge from Chapter 11, we will be able to put an even
greater focus on strengthening our sales, operational and
financial performance."

                     Terms of the Plan

As reported in the Troubled Company Reporter on Nov. 2, 2005, the
principal economic terms of the Plan, Stanford Springel, chief
restructuring officer of McLeodUSA, relates, provide for the
Company's balance sheet to be restructured by:

   (a) converting Senior Prepetition Lender Claims into New
       Term Loan Notes;

   (b) converting Junior Prepetition Lender Claims into 100% of
       the New Common Stock, subject to dilution by the
       Management Stock Plan Awards; and

   (c) canceling the Company's existing Preferred Stock and
       Common Stock.

Importantly, Mr. Springel says, all other unsecured claims,
except for the claims held by landlords of a designated group of
leases of non-residential real property that the Debtors intend
to reject, are unimpaired under the Plan.  Under the Plan,
holders of the Rejected Lease Claims will be paid 100% of the
allowed amount of their claims as determined by Section 502(b)(6)
of the Bankruptcy Code.

Under the Plan, there are three classes of Impaired Claims:

   -- Class 4 Senior Prepetition Lender Claims,
   -- Class 5 Junior Prepetition Lender Claims, and
   -- Class 6 Lease Rejection Claims

There are two classes of Impaired Interests:

   -- Class 8 Old Preferred Stock Interests and Subordinated
      Claims, and

   -- Class 9 Old Common Stock Interests and Subordinated
      Claims.

All other Claims and Interests are Unimpaired:

   -- Class 1 Non-Tax Priority Claims,
   -- Class 2 Other Secured Claims,
   -- Class 3 General Unsecured Claims, and
   -- Class 7 Equity Interests in Debtors' Subsidiaries

Holders of unimpaired claims and interests will be unaffected by
the Plan.

According to Mr. Springel, the value of the Company is
significantly less than the aggregate amount of the Claims held
by the Prepetition Lenders, which Claims are secured by
substantially all assets of the Company.  The Plan essentially
provides for the transfer of ownership of the Company to the
Junior Prepetition Lenders.

At the Debtors' request, Miller Buckfire performed a valuation
analysis of Reorganized McLeodUSA.  The total enterprise value of
Reorganized McLeodUSA was assumed for the purposes of the Plan by
the Debtors, based on advice from Miller Buckfire, to be between
approximately $255,000,000 to $345,000,000 as of an assumed
Effective Date of October 31, 2005.  Based on the total
enterprise value of Reorganized McLeodUSA's business and an
assumed total debt of approximately $125,200,000, cash on hand of
$20,000,000 and potential asset sale proceeds as estimated by the
Debtors of $61,000,000, the Debtors have employed an assumed
range of equity values for Reorganized McLeodUSA of approximately
$210,800,000 to $300,800,000.

The values are based on information available to, and analyses
undertaken by, Miller Buckfire as of September 6, 2005.

The Company, with the assistance of Alvarez & Marsal, LLC,
conducted a Liquidation Analysis to determine the dollar amount
that would be generated from the liquidation of the Company's
assets and properties in the context of a Chapter 7 liquidation
case.

After consideration of the effects that a Chapter 7 liquidation
would have on the ultimate proceeds available for distribution to
creditors, including:

   (i) the increased costs and expenses of a liquidation under
       Chapter 7 arising from fees payable to a trustee in a
       bankruptcy and professional advisors to that trustee,

  (ii) the erosion in value of assets in a Chapter 7 case in the
       context of the expeditious liquidation required under
       Chapter 7 and the "forced sale" atmosphere that would
       likely prevail, and

(iii) the substantial increase in claims, which would need to be
       satisfied on a priority basis,

McLeodUSA has determined that confirmation of the plan will
provide each creditor and equity holder with a recovery that is
not less than it would receive pursuant to a liquidation of the
company under chapter 7 of the bankruptcy code.

                             McLeodUSA
                       Liquidation Analysis
                        As of June 30, 2005
                    (in thousands of dollars)

                                            Net
                                            Book       Estimated
Proceeds                                    Value      Recovery
--------                                    -----      ---------
Cash                                        $33,391      $33,391
Accounts Receivable - Net                    54,856       41,156
Prepaid Expenses                             14,744            -
Property, Plant & Equipment - Net           410,412       72,040
Headquarters Sale                            28,627       27,300
ATS Sale                                     15,386       20,500
Other Long term Assets                      116,587        7,360
                                           --------    ---------
Total Proceeds                             $674,002     $201,746
                                           --------    ---------

Costs & Fees
Wind Down Operating Costs                                  4,393
Trustees Fees                                              3,367
Professional Fees                                          8,500
Employee Retention Bonuses                                 8,278

Total Costs & Fees                                        24,538
                                                       ---------
Proceeds Available for Payment of Claims                $177,208

                                        Claim     Estimated
                                        Value     Recovery     %
                                     ----------   ---------  ----
Secured Claims:
Senior Pre-Petition Lender Claims
  Exit Facility                        $108,355    $108,355  100%
Junior Pre-Petition Lender Claims
  Revolver (includes accrued interest)  155,842      15,230   10%
  Tranche A (includes accrued interest) 156,677      15,312   10%
  Tranche B (includes accrued interest) 392,003      38,311   10%
                                       --------    --------
Total                                  $704,522     $68,853   10%

Proceeds Available for Payment of
General Unsecured Creditors                              $0

General Unsecured Claims:
Severance                                 6,837           -    0%
Trade Payables                           36,706           -    0%
Customer Deposits                         2,900           -    0%
Lease Rejection Claims                   65,911           -    0%
Asset Retirement Obligations             62,300           -    0%
Other Current Liabilities                85,700           -    0%
                                       --------    --------
                                       $260,354           -    0%

Proceeds Available for Payment
of Equity Holders                                        $0    0%

The Debtors have already sent a copy of the Disclosure Statement
describing, among other things, the proposed reorganization and
its effects on holders of claims against and interests in the
Debtors, the Plan, and ballots, to each known creditor that was
entitled to vote on the Plan.

The Debtors established October 28, 2005, as the deadline for
receipt of votes to accept or reject the Plan.

"The solicitation was an overwhelming success.  With respect to
Class 4 (Senior Prepetition Lender Claims), approximately 100% in
amount and 100% in number voted to accept the Plan.  With respect
to Class 5 (Junior Prepetition Lender Claims), approximately
97.0% in amount and 97.3% in number voted to accept the Plan,"
Mr. Springel relates.

A full-text copy of the Joint Prepackaged Plan is available for
free at http://bankrupt.com/misc/McLeodUSAPLAN.pdf

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/McLeodUSADisclosureStatement.pdf

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

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


METALFORMING TECH: Wants Until March 13 to Remove Civil Actions
---------------------------------------------------------------
Metalforming Technologies, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to extend
until March 13, 2006, the period within which they can remove
prepetition civil actions.

The extension will afford the Debtors more time to make fully
informed decisions concerning removal of each pending action from
a remote court to the District of Delaware for continued
litigation.  The extension will assure that the Debtors don't
forfeit valuable rights.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems, airbag
housings and charge air tubing assemblies for automobiles and
light trucks.  The Company and eight of its affiliates filed for
chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case Nos.
05-11697 through 05-11705).  Joel A. Waite, Esq., Robert S. Brady,
Esq., and Sean Matthew Beach, Esq., at Young Conaway Stargatt &
Taylor, represent the Debtors in their restructuring efforts.  As
of May 1, 2005, the Debtors reported $108 million in total assets
and $111 million in total debts.


NANOMAT INC: Section 341 Meeting Slated for January 25
------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of Nanomat,
Inc.'s creditors at 1:00 p.m. on Jan. 25, 2006, at the Liberty
Center, 9th Floor, Room 960, 1001 Liberty Avenue, Pittsburgh,
Pennsylvania.

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 North Huntingdon, Pennsylvania, Nanomat, Inc.
-- http://www.nanomat.com/-- is a leading manufacturer of
nanomaterials, powders, and technologies.  Nanomat filed for
chapter 11 protection on March 18, 2005 (Bankr. W.D. Pa. Case No.
05-23245).  Donald R. Calaiaro, Esq., at Calaiaro, Corbett &
Brungo, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, its
estimated assets and debts from $10 million to $50 million.


NATIONAL FRANCHISE: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: National Franchise Developers Holdings, LLC
        dba Perkins Restaurant & Bakery
        2870 Langford Common Drive
        Norcross, Georgia 30611

Bankruptcy Case No.: 05-86465

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: December 18, 2005

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: M. Denise Dotson, Esq.
                  Jones & Walden, LLC
                  21 Eighth Street Northeast
                  Atlanta, Georgia 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Peoples First Community Bank     Land & Building     $1,280,000
1022 West 23rd Street            located in 14471
Panama City, FL 32405            Beach Boulevard
                                 In Jacksonville,
                                 Florida

USSBA/JEDCO                      Land & Building       $750,000
1300 River Place Boulevard       located in 11190
Suite 105                        San Jose Boulevard
Jacksonville, FL 32207           in Jacksonville,
                                 Florida

USSBA/JEDCO                      Land & Building       $500,000
1300 River Place Boulevard       located in 14471
Suite 105                        Beach Boulevard
Jacksonville, FL 32207           in Jacksonville,
                                 Florida

Internal Revenue Service         Tax                   $300,000
P.O. Box 995
Room 1640, Stop 334-D
Atlanta, GA 30370

Duval County Tax Commissioner    Tax                   $125,000
Attn: Mike Hagan
231 East Forsyth Street
Jacksonville, FL 32202

The Restaurant Company           Trade Debt            $150,000
6075 Poplar Avenue, Suite 800
Memphis, TN 38119

State of Florida                 Sales Tax              $85,000
Sales Tax Division
1379 Blountstown Highway
Tallahassee, FL 32304

Jacksonville Electric Authority                         $10,000
Attn: In-house Counsel
21 West Church Street
Jacksonville, FL 32202

Micros Systems, Inc.             Trade Debt             $15,000
P.O. Box 23747
Baltimore, MD 21203


NESCO INDUSTRIES: Balance Sheet Upside-Down by $5.8MM at July 31
----------------------------------------------------------------
Nesco Industries, Inc., delivered its financial results for the
quarter ended July 31, 2005, to the Securities and Exchange
Commission on Nov. 23, 2005.

Nesco's net loss for the three months ended July 31, 2005
decreased to  $1,202,000 from $3,539,000  for the three months
ended July 31, 2004.  The $2,337,000 includes a non-cash debt
discount charge and amortization of debt financing costs of
$828,000, an increase of $531,000 from the three months ended July
31, 2004.

Revenues for the three months ended July 31, 2005 were $386,000 as
compared to $188,000 for the same period in the prior year.  The
$198,000 increase is primarily attributable to one new customer
that had revenues of $94,000 in the current period and another
customer who had increased revenues of $71,000 from the prior
period due to developmental work on a new product.

At July 31, 2005, Nesco's balance sheet showed $1,613,816 in total
assets and liabilities of $7,431,665, resulting in a stockholders'
deficit of $5,817,849.  The Company had a working capital deficit
of approximately $6,986,000 and an accumulated deficit of
approximately $19,771,000, at July 31, 2005.

                   Going Concern Doubt

Rothstein, Kass & Company, PC, expressed substantial doubt about
Nesco's ability to continue as a going concern after it audited
the Company's financial statements for the fiscal year ended April
30, 2005.  The auditing firm pointed to the Company's cumulative
losses and working capital and stockholders' deficit.

Nesco Industries, Inc., develops, manufactures and markets high
water content, electron beam cross-linked, aqueous polymer
hydrogels used for wound care, medical diagnostics, transdermal
drug delivery and cosmetics.


NEW EARTH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: New Earth Services, Inc.
        306 Mill Street
        Cambridge, Maryland 21613

Bankruptcy Case No.: 05-90541

Type of Business: The Debtor operates a compost facility that
                  recycles by-products generated in food
                  processing plants and farms.  See
                  http://www.newearthservices.com/

Chapter 11 Petition Date: December 12, 2005

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: Harry M. Rifkin, Esq.
                  Baxter, Baker, Sidle, Conn & Jones, P.A.
                  120 East Baltimore Street, Suite 2100
                  Baltimore, Maryland 21202
                  Tel: (410) 230-3800
                  Fax: (410) 230-3801

Total Assets: $712,039

Total Debts:  $3,389,644

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Days Cove Reclamation Company    Loans                  $893,586
6425 Days Cove Road
White Marsh, MD 21162

Department of Business &         Powerscreen M60        $300,000
Economic Development             Conveyance, s/n
Redwood Tower, 22nd Floor        2409002
217 East Redwood Street          Powerscreen 620
Attn: Loan Administration        Trommel s/n
Baltimore, MD 21202              9103800
                                 Value of security:
                                 $20,000

Department of Business &         Yale Forklif Truck     $300,000
Economic Development             m/n 6777 s/n
Redwood Tower, 22nd Floor        YTGLP050RGN
217 East Redwood Street          Value of security:
Attn: Loan Administration        $3,000
Baltimore, MD 21202

Department of Business &         Scarab window          $300,000
Economic Development             turner
Redwood Tower, 22nd Floor        m/n 16 s/n 99
217 East Redwood Street          Value of security:
Attn: Loan Administration        $5,000
Baltimore, MD 21202

Department of Business &         Hitachi Excavator      $300,000
Economic Development             m/n EX200LC3
Redwood Tower, 22nd Floor        s/n 14C83152
217 East Redwood Street          Value of security:
Attn: Loan Administration        $5,000
Baltimore, MD 21202

Department of Business &         JayLor 2100 Cutter     $300,000
Economic Development             mixer wagon
Redwood Tower, 22nd Floor        S/N Tmixer
217 East Redwood Street          T7201802000D
Attn: Loan Administration        7201802000D
Baltimore, MD 21202              Value of security:
                                 $5,000

Isabella Trust                   Note for loan to       $260,000
883 Airport Park Road            debtor
Glen Burnie, MD 21061

Days Cove Reclamation Company    Promissory note        $100,000

Maryland Clean Water Fund        Penalty for             $50,000
                                 environmental
                                 violations

Weston Investments, Inc.         Note for loan to        $50,000
                                 debtor

Rich & Henderson, P.C.           Attorney's fees for     $49,835
                                 legal services

Quality Built Homes, Inc.        Wood chips              $42,000

Eleanor Condon                   2000 Note               $33,680

Pine View Trucking               Manure                   $8,200

Ronald E. Small, CPA             Accounting fees          $6,250

The Schundler Company            Horticultural            $5,866
                                 supplies

Dorchester County                Case No.                 $5,600
                                 09M04004329TX
                                 Personal property
                                 taxes

Town of Hurlock                  Disposal fees            $5,068

Condon Randis, Inc.              Bag designs &            $4,940
                                 website design

Wise Oil & Fuel, Inc.            Fuel                     $4,659


NVE INC: Court Extends Exclusive Plan-Filing Period to Feb. 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended,
until Feb. 15, 2006, NVE Inc.'s period within which it has the
exclusive right to file a chapter 11 plan.  The Debtor has until
April 15, 2006, to solicit acceptances of that plan.

The Debtor told the Court that the formulation of a plan, which
will be supported by the Official Committee of Unsecured
Creditors, the plaintiff bar, and the retailers, will be an
extraordinary and difficult task.

The Debtor believes unexpected delays will require a request for
further extension.  Thus, the extension period will allow the
Debtor to move forward with its negotiations with the Creditors'
Committee and other creditors.

Headquartered in Andover, New Jersey, NVE Inc., dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, Ephedra.  The Company
filed for chapter 11 protection on August 10, 2005 (Bankr. D. N.J.
Case No. 05-35692).  When the Debtor filed for protection from its
creditors, it listed $10,966,522 in total assets and $14,745,605
in total debts.


NVE INC: Has Until February 6 to Decide on Leases
-------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave NVE
Inc. until Feb. 6, 2006, to decide whether to assume, assume and
assign, or reject unexpired non-residential real property leases
pursuant to Section 365(d)(4) of the Bankruptcy Code.

The Debtor submitted that the extension will permit it to properly
evaluate the merits of each unexpired lease.  Absent the
extension, the Debtor said it might assume leases that will prove
cumbersome in the future or reject leases that will prove useful
it its reorganization.

Headquartered in Andover, New Jersey, NVE Inc. dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, ephedra.  The Debtor
filed for chapter 7 liquidation proceeding on August 10, 2005
(Bankr. D. N.J. Case No. 05-35692).  Daniel Stolz, Esq., at
Wasserman, Jurista & Stolz, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for chapter 7, it
listed $10,966,522 in total assets and $14,745,605
in total debts.


NVE INC: McElroy Deutsch Approved as Special Litigation Counsel
---------------------------------------------------------------
The Honorable Novalyn L. Winfield of the U.S. Bankruptcy Court for
the District of New Jersey authorized NVE Inc. dba NVE
Pharmaceuticals, Inc., to employ McElroy, Deutsch, Mulvaney &
Carpenter, LLP, as its special counsel in two litigation matters.

The first matter is a consumer fraud action that was instituted
against the Debtor by the Attorney General for the State of New
Jersey, entitled Peter C. Harvey, Attorney General of the State of
New Jersey and Renee Erdos, Director of New Jersey Division of
Consumer Affairs, v. NVE, Inc., et al., Docket No. SSX-C-39-04.

The State of New Jersey wants injunctive relief for penalties
related to alleged false advertisement claims.  The Debtor
vehemently denies these allegations.  The matter is pending before
the Honorable Kenneth MacKenzie in Morris County.

The second matter is pending in the Third Circuit Court of
Appeals, which relates to the Food and Drug Authority ban on
ephedrine alkaloids -- Ephedra, the ban that ended the sale of the
Debtor's most successful products.

A successful outcome of this appeal could have a significantly
positive economic result for the Debtor.  It would lift the FDA
ban on the sale of Ephedra based products, for which there is
significant demand.  The matter has been briefed and only oral
argument before the Third Circuit remains.  Oral argument is
currently scheduled for Sept. 26, 2005.

The Debtor wants to continue McElroy Deutsch's employment because
the Firm is already familiar with the litigation.

The current hourly rates of McElroy Deutsch's professionals are:

      Professional                     Hourly Rate
      ------------                     -----------
      Walter F. Timpone, Esq.              $425
      Michael B. Devins, Esq.              $225
      Walter R. Krzastek                   $200

With 180 lawyers in five offices in three states, McElroy,
Deutsch, Mulvaney & Carpenter, LLP -- http://www.mdmlaw.com/-- is
the third largest law firm in New Jersey that offers a full range
of legal services including a wide variety of insurance services
emphasizing coverage and defense, labor and employment, corporate,
construction, commercial litigation, tax, and private client
services.

The Debtor believes that McElroy, Deutsch, Mulvaney & Carpenter,
LLP, is disinterested as that term is defined in Section 101(14)
of the U.S. Bankruptcy Code.

Headquartered in Andover, New Jersey, NVE Inc. dba NVE
Pharmaceuticals, Inc., manufactures dietary supplements.  The
Debtor is facing lawsuits about its weight-loss products which
contain the now-banned herbal stimulant, ephedra.  The Debtor
filed for chapter 7 liquidation proceeding on August 10, 2005
(Bankr. D. N.J. Case No. 05-35692).  When the Debtor filed for
chapter 7, it listed $10,966,522 in total assets and $14,745,605
in total debts.


OMNI CAPITAL: Court Rejects Bayview's Bid to Dismiss Case
---------------------------------------------------------
The Hon. David T. Stosberg of the U.S. Bankruptcy Court for the
Western District of Kentucky in Louisville overruled Bayview Loan
Servicing, LLC's motion to dismiss the chapter 11 case of Omni
Capital Limited Partnership.

Bayview, as successor-in-interest to Allstate Insurance Company,
holds a $6 million secured claim against the Debtor's estate on
account of a 15-year mortgage note.  The note is secured by Omni
Capital's sole asset -- an office building located at 9721 Ormsby
Station Road in Louisville.

As reported in the Troubled Company Reporter on Nov. 16, 2005,
Bayview wanted the Debtor's case dismissed because it was a two-
party dispute and should be settled outside the Bankruptcy Court.

                        Asset Sale

Bayview has agreed to give the Debtor until May 16, 2006, to close
the sale or refinancing of the Louisville property.  If the Debtor
fails to secure an enforceable purchase contract for the property
by March 31, 2006, Bayview is authorized to schedule an auction in
behalf of the Debtor.

Pursuant to the agreement with Bayview, the Debtor hired General
Capital Partners, LC, nunc pro tunc to Nov. 16, 2005, to assist in
the sale.  General Capital will work to sell or refinance the
property for an amount sufficient to pay Bayview's claim in full
and produce additional proceeds to pay the Debtor's other priority
creditors and interest holders.

In addition, the Bankruptcy Court allowed Bayview's prepetition
claim as a secured claim totaling $6,947,698, subject to the
recalculation of the prepayment premium at the date of the sale.
Postpetition accruals of interest and expenses will be added to
Bayview claim in order to determine its total allowed claim at the
date of the sale.

Headquartered in Louisville, Kentucky, Omni Capital Limited
Partnership collects rent from various tenants of its office
building.  The Debtor filed for chapter 11 protection on Sept. 9,
2005 (Bankr. W.D. Ky. Case No. 05-36490).  William Stephen Reisz,
Esq., at Foley Bryant & Holloway, PLLC represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,578,450 in assets and $7,424,571
in debts.


OMNI CAPITAL: Hires General Capital to Market Louisville Property
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky in
Louisville authorized Omni Capital Limited Partnership to retain
General Capital Partners, LLC, as its financial consultant, nunc
pro tunc to Nov. 16, 2005.

General Capital will:

     a) advise and consult with the Debtor concerning a potential
        sale of its office building located at 9721 Ormsby Station
        Road, Louisville, Kentucky;

     b) advise and consult with the Debtor concerning a refinance
        of the Office Building and to seek refinancing contracts
        on behalf of the Debtor;

     c) provide organizational services for the conduct of an
        auction, in the event the Office Building is auctioned
        pursuant to the Debtor's proposed Plan of Reorganization
        or other section 363 sale;

     d) perform other similar tasks which may be required in the
       administration of the estate.

General Capital will receive a fixed fee of $2,500 per month for
the duration of the agreement with the Debtor or until a
transaction occurs, whichever occurs first.

In addition, General Capital is entitled to a transaction fee
equal to 3% of the gross value of any sale price, including
auction price, or amount refinanced.

The Debtor assures the Bankruptcy Court that General Capital does
not hold any interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

                   About General Capital

Offering an array of specialized services encompassing M&A,
private placement of capital, and financial advisory and
restructuring services, General Capital Partners, LLC --
http://www.generalcapitalpartners.com/-- is a specialized
investment bank exclusively focused on distressed markets
nationwide.
                    About Omni Capital

Headquartered in Louisville, Kentucky, Omni Capital Limited
Partnership collects rent from various tenants of its office
building.  The Debtor filed for chapter 11 protection on
Sept. 9, 2005 (Bankr. W.D. Ky. Case No. 05-36490).  William
Stephen Reisz, Esq., at Foley Bryant & Holloway, PLLC represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $11,578,450 in assets
and $7,424,571 in debts.


PEAK ENTERTAINMENT: Posts $779,199 Net Loss in Third Quarter
------------------------------------------------------------
Peak Entertainment Holdings Inc. delivered its financial results
for the quarter ended Sept. 30, 2005, to the Securities and
Exchange Commission on Nov. 23, 2005.

Peak Entertainment incurred a $779,199 net loss on $437,908 of
revenues for the three months ended Sept. 30, 2005, versus a
$1,144,129 net loss on $138,474 of revenues for the same period in
2004.

The Company's balance sheet, showed $3,900,059 in total assets and
$1,564,771 of liabilities.  At Sept. 30, 2005, the Company had no
cash and used approximately $521,000 to fund operations and net
loss for the nine months ended Sept. 30, 2005.

                   Going Concern Doubt

Garbutt & Elliott Limited expressed substantial doubt about Peak
Entertainment's ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2004 and 2003.  The auditing firm pointed to the
Company's recurring losses from operations, cash flow deficits and
net capital deficiency.

                 About Peak Entertainment

Headquartered in Derbyshire, England, Peak Entertainment Holdings
Inc. -- http://www.peakentertainment.co.uk/-- is a fully
integrated multimedia company dedicated to quality children's
television entertainment, character licensing and consumer
products.  The Company's unique, fully integrated business model,
which includes concept creation and branding, production of
entertainment programs, character licensing, and manufacturing and
distribution of toys and related consumer products, gives it
maximum quality control and speed-to-market while developing total
brand equity.  Peak's properties include Monster Quest, The
Wumblers, Little Big Feet, Countin' Sheep and Mini Flora.


PHARMACEUTICAL FORMULATIONS: Court Extends Exclusive Periods
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
Pharmaceutical Formulations, Inc.'s exclusive periods to file and
solicit acceptances of a chapter 11 plan of reorganization.  The
extension blocks any party-in-interest other than the Debtor from
filing a chapter 11 plan through Feb. 6, 2006.  The Debtor has the
exclusive right, until Apr. 10, 2006, to solicit acceptances of
that plan.

The Debtor filed a plan and accompanying disclosure statement on
Nov. 4.  The Debtor anticipates it will continue to work with
the Official Committee of Unsecured Creditors and ICC Industries,
Inc., to forge a consensual plan.

The Debtor submits that the requested extension will not prejudice
creditor interests as it continues to make timely payment on all
its postpetition obligations.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHARMACEUTICAL FORMULATIONS: Disclosure Hearing Set for Dec. 29
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Dec. 29, 2005, to consider the adequacy of
information contained in Pharmaceutical Formulations, Inc.'s
Disclosure Statement explaining its Chapter 11 Plan of
Reorganization.  Objections to the Disclosure Statement, if any,
must be filed Dec. 21, 2005.

Pharmaceutical Formulations delivered its Plan and an accompanying
Disclosure Statement to the Court on Nov. 4, 2005.

                       About the Plan

The Plan contemplates the Debtor's reorganization and contains a
settlement reached among the Debtor, its majority shareholder, ICC
Industries Inc., and the Official Committee of Unsecured
Creditors.  Pursuant to the settlement:

     (i) the net proceeds of the sale to Leiner Health Products,
         L.L.C;

    (ii) a waiver by ICC and its affiliate, ICC Chemical
         Corporation, of their right to receive distributions
         under the Plan;

   (iii) a cash contribution by ICC equal to the ICC Plan Cash
         Contribution,

will be used to:

     (a) pay allowed administrative claims, the CIT Dip claim,
         priority tax claims, fee claims and other allowed claims
         in full;

     (b) make distributions to the convenience claimants holding
         approximately $350,000 of allowed class 9 claims, equal
         to 90% in cash on account of their claim; and

     (c) make distributions to the holders of $6.5 million in
         allowed general unsecured claims in an amount equal to:

         (x) either 40% of their claims or a pro rata share of
             the funds in the class 10 pool; and

         (y) the ICC Individual Release Consideration fee.

Class 11 interest holders will retain all rights and entitlements
in the Reorganized Debtor while claims of class 12 interest
holders will be deemed cancelled on the effective date.

A full-text copy of the Debtor's Disclosure Statement explaining
its Chapter 11 Plan of Reorganization is available for a fee at:

    http://www.researcharchives.com/bin/download?id=051123025407

As reported in the Troubled Company Reporter on Sept. 29, the
Debtor consummated its previously-announced sale of substantially
all of its assets related to its OTC solid dose pharmaceutical
products business to Leiner Health Products, L.L.C., pursuant to
Section 363 of the U.S. Bankruptcy Code.  The purchase price of
$23,000,000 (plus certain assumed trade liabilities) is being used
to pay certain creditors of the Company.  The Company is
continuing to operate Konsyl Pharmaceuticals Inc., which was not
part of the sale.

Headquartered in Edison, New Jersey, Pharmaceutical Formulations,
Inc. -- http://www.pfiotc.com/-- is a publicly traded private
label manufacturer and distributor of nonprescription over-the-
counter solid dose generic pharmaceutical products in the United
States.  The Company filed for chapter 11 protection on July 11,
2005 (Bankr. Del. Case No. 05-11910).  Matthew Barry Lunn, Esq.,
and Michael R. Nestor, Esq., at Young Conaway Stargatt & Taylor
LLP, represent the Debtor in its chapter 11 proceeding.  As of
Apr. 30, 2005, the Debtor reported $40,860,000 in total assets and
$44,195,000 in total debts.


PHOTOCIRCUITS CORP: Wants More Time to Decide on Unexpired Leases
-----------------------------------------------------------------
Photocircuits Corporation asks the U.S. Bankruptcy Court for the
Eastern District of New York to extend until:

   a) the date a chapter 11 plan is confirmed, its time to decide
      whether to assume, assume and assign, or reject its Alpha
      and Beta leases; and

   b) December 31, 2005, its time to assume, assume and assign,
      or reject other unexpired nonresidential real property
      leases.

The Debtor owns Glen Cove Campus that covers approximately 26.4
acres.  Its affiliate, Alpha Forty-Five, LLC, leased a property
located at 45-A Sea Cliff Avenue, in Glen Cove, New York.  The
other affiliate, Beta Forty-Five, LLC, leased a portion of the
Glen Cove Campus located at 45-B Sea Cliff Avenue.

The Debtor also leases from Gloria Connan, a small building
utilized as a tool storage room located at 262 Glen Head Road.  By
its terms, the Tool Room lease expires on December 31, 2005.

With regard to the Alpha Lease and Beta Lease, the Debtor explains
that the landlords are its wholly-controlled affiliates and are
also co-Debtors of its senior and junior secured debt.  It is
expected that the entire Glen Cove Campus will remain with the
Debtor in the event of recapitalization, or sale of its assets.
In addition, the Debtor must preserve its rights to address all of
its lease issues in the context of this chapter 11 case.

As for the Tool Room lease, the Debtors wants more time to decide
whether to assume or reject that lease because of the immediate
effect of rejection under Section 354(d)(4) of the Bankruptcy
Code.

Headquartered in Glen Cove, New York, Photocircuits Corporation
-- http://www.photocircuits.com/-- was the first independent
printed circuit board fabricator in the world.  Its worldwide
reach comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PRE-PAID LEGAL: Moody's Withdraws $160 Million Debts' B1 Ratings
----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Pre-Paid Legal
Services, Inc. following the company's announcement that it has
terminated funding efforts related to a proposed senior secured
credit facility.

These ratings have been withdrawn:

   * $150 million senior secured term loan B, B1
   * $10 million senior secured revolving credit facility, B1
   * Corporate family rating, B1
   * Speculative grade liquidity rating, SGL-2

Pre-Paid Legal Services, Inc., headquartered in Ada, Oklahoma, is
a leading developer and marketer of legal service plans.  Revenue
for the twelve-month period ended September 30, 2005 was $433
million.


PRECISE TECH: S&P Withdraws Ratings After Rexam Merger Completion
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B' corporate
credit rating and other ratings on North Versailles,
Pennsylvania-based Precise Technology Inc., following the
announcement by U.K.-based packaging group Rexam PLC
(BBB/Stable/A-2) that it had completed its acquisition of the
plastic packaging company.

The ratings on Precise were placed on CreditWatch Nov. 15, 2005,
after Rexam announced its acquisition plan.


PROSOFT LEARNING: Posts $460,000 Net Loss in First Quarter
----------------------------------------------------------
Prosoft Learning Corporation reported financial results for its
first fiscal quarter ended Oct. 31, 2005.

Revenue in the first quarter of fiscal 2006 was $1.53 million,
compared to $1.86 million in the first quarter of fiscal 2005.
Net loss for the first quarter of fiscal 2006 was $460,000,
compared to a net loss of $370,000 for the first quarter of fiscal
2005.  Gross profit, as a percentage of revenue, was 68% for the
quarter ended Oct. 31, 2005, compared to 75% for the same quarter
of the previous fiscal year.  However, the gross profit percentage
for the quarter ended     Oct. 31, 2004, included a one-time
credit adjustment due to correction of an overbilling from the
company's major content supplier.  If adjusted for this error,
the gross profit in the first quarter of fiscal 2005 would have
been 70%.

"While we are disappointed that we have not continued the trend of
year-over-year growth that we established last quarter, we
continue to be encouraged by a stabilizing marketplace," Benjamin
Fink, Prosoft's president and CEO, stated.  "The year-over-year
decline in our first fiscal quarter can be attributed to two main
factors: First, our summer buying occurred in July this year as
opposed to August last year; and second, our sales force was 30%
understaffed in this quarter, which has since been corrected.  We
now believe the market for technology training materials is
stabilizing after four years of decline, and our financial results
will display this once internal and seasonal issues are resolved."

Content development, sales and marketing, and general and
administrative expenses were $1.28 million in the first quarter of
fiscal 2006, compared to $1.47 million for the same quarter of the
previous fiscal year, a decrease of $190,000 or 13%.  Days sales
outstanding of receivables were at 31 days, consistent with recent
performance.

Prosoft Learning Corporation -- http://www.ProsoftLearning.com/--  
offers content and certifications to enable individuals to develop
and validate critical Information and Communications Technology
workforce skills.  Prosoft is a leader in the workforce
development arena, working with state and local governments and
school districts to provide ICT education solutions for high
school and community college students.  Prosoft has created and
distributes a complete library of classroom and e-learning
courses.  Prosoft distributes its content through its ComputerPREP
division to individuals, schools, colleges, commercial training
centers and corporations worldwide.  Prosoft owns the CIW job-role
certification program for Internet technologies and the Certified
in Convergent Network Technologies certification, and manages the
Convergence Technologies Professional vendor-neutral certification
for telecommunications.

                           *     *     *

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 1, 2005,
Hein & Associates LLP expressed substantial doubt about Prosoft
Learning Corporation's ability to continue as a going concern
after it audited the company's financial statement for the fiscal
year ended July 31, 2005.  The auditing firm says that the company
is party to certain note agreements that provide creditors with
the ability to demand accelerated repayment of amounts owed if the
company is unable to comply with the terms of the note agreements.
The auditing firm notes that the company's ability to comply with
the terms of the agreement in uncertain.  The auditing firm also
says that the company also experienced losses from operations in
each of the last three years.


QWEST COMMS: Appoints C. Matthews & R.D. Hoover as Directors
------------------------------------------------------------
The Board of Directors for Qwest Communications International Inc.
(NYSE:Q) has approved the appointments to the Qwest board of
Caroline "Caz" Matthews, president of Blue Cross and Blue Shield
of Georgia, and R. David Hoover, chairman, president and CEO of
Ball Corporation.

Prior to joining Blue Cross and Blue Shield of Georgia in December
2004, Ms. Matthews served as president of Anthem Blue Cross and
Blue Shield's West Region in Denver after having worked as the
group's chief operating officer.  Ms. Matthews joined Anthem's
corporate finance department in 1988 and later served in senior
capacities with the company's information technology and finance
departments.  In 2004, Matthews was awarded the Frances Wisebart
Jacobs "Woman in Philanthropy" award from the Mile High United Way
and was named CEO of the Year by the Denver Business Journal.

Mr. Hoover has held a succession of leadership roles at Ball
Corporation, where he has worked since 1970.  Mr. Hoover was named
chief operating officer in 2000, and was elected president and CEO
the next year; he was elected chairman in 2002.  Mr. Hoover serves
on the boards of Energizer Holdings, Inc., and Irwin Financial
Corporation.  Mr. Hoover is also a member of the University of
Colorado at Denver Business School Board of Advisors and the
Colorado Forum.

"I'm looking forward to the perspective and talent Caz and David
will bring to the Qwest board," said Richard C. Notebaert, Qwest
chairman and CEO.

The additions of Ms. Matthews and Mr. Hoover will bring Qwest's
board membership to 13.

Qwest Communications International Inc. -- http://www.qwest.com/
-- is a leading provider of high-speed Internet, data, video and
voice services.  With approximately 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Fitch has upgraded and removed from Rating Watch Positive Qwest
Communications International, Inc.'s Issuer Default Rating to 'B+'
from 'B'.

Fitch has also upgraded specific issue ratings and recovery
ratings assigned to Qwest and its wholly owned subsidiaries,
including upgrading the senior unsecured debt rating assigned to
Qwest Corporation to 'BB+' from 'BB'.  In addition, Fitch has
revised the Rating Outlook to Positive from Stable.


RAYMOURS FURNITURE: Weak Debt Measures Cue S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
furniture retailer Raymours Furniture Co. Inc. to negative from
stable.  The 'BB-' corporate credit rating was affirmed.

The outlook revision is based on weak credit measures for the
rating category and Standard & Poor's expectation that these will
not materially improve over the near term because the company is
expanding its store base more aggressively than previously
anticipated.

"The rating on Raymours Furniture Co. Inc.," said Standard &
Poor's credit analyst Robert Lichtenstein, "reflects the company's
participation in the cyclical and highly competitive furniture
industry, as well as its regional concentration, small earnings
base, and modest financial flexibility."

These risks are partially offset by the company's established
market position in the Northeast and its disciplined growth.


REAL ESTATE: Fitch Puts Low-B Ratings $59 Million Class Certs.
--------------------------------------------------------------
Fitch rates the securities of Real Estate Synthetic Investment
Finance Limited Partnership 2005-D and RESI Finance DE Corporation
2005-D.  The rating on the securities addresses the timely payment
of interest and ultimate repayment of principal upon maturity.

     -- $60,551,000 class B3 notes 'A';
     -- $23,547,000 class B4 notes 'A-';
     -- $31,957,000 class B5 notes 'BBB';
     -- $10,091,000 class B6 notes 'BBB-';
     -- $20,183,000 class B7 notes 'BB';
     -- $8,409,000 class B8 notes 'BB-';
     -- $13,455,000 class B9 certificates 'B+';
     -- $8,409,000 class B10 certificates 'B';
     -- $8,409,000 class B11 certificates 'B-'.

The transaction is a synthetic balance sheet securitization that
references a $16.82 billion diversified portfolio of primarily
jumbo, A-quality, fixed-rate, first-lien residential mortgage
loans.  The ratings are based upon the credit quality of the
reference portfolio, the credit enhancement provided by
subordination for each tranche, the financial strength of Bank of
America, National Association, as swap counterparty, and the sound
legal structure of the transaction.  The reference portfolio
consists of primarily 30-year mortgage loans originated by various
lenders.  The issuers have entered into a credit default swap with
BOANA, documented under an International Swaps and Derivatives
Association agreement, and receive a premium in return for credit
protection on the reference portfolio.

The proceeds of the issued securities will be used to purchase
eligible investments, pursuant to a forward delivery agreement
between the trustee and BOANA, whereby the co-issuers are
obligated to purchase eligible investments from BOANA at a
specified yield on each determination date.  Eligible investments
will consist of direct obligations of or guaranteed by the Federal
National Mortgage Association, Federal Home Loan Mortgage
Corporation, Federal Home Loan Bank, or any other agency backed by
the U.S.A.  The collateral is pledged first to the counterparty to
reimburse for credit losses on the reference portfolio during the
term of the CDS and second to the noteholders for repayment of
principal at maturity.  Interest earned on the collateral during
the term of the CDS is used in combination with the premium from
BOANA to make monthly security payments.


ROMOLO CAPOBIANCO: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Romolo E. Capobianco, Inc.
             29 Andover Road
             Billerica, Massachusetts 01821

Bankruptcy Case No.: 05-60107

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Capobianco E. Romolo                       05-60109

Type of Business: The Debtor sells & delivers firewood.

Chapter 11 Petition Date: December 8, 2005

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtors' Counsel: Timothy M. Mauser, Esq.
                  Mauser & Dipiano, LLP
                  98 North Washington Street, Suite 305
                  Boston, Massachusetts 02114
                  Tel: (617) 720-5585
                  Fax: (617) 720-5553

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Romolo E. Capobianco, Inc.    $0 to $50,000      $1 Million to
                                                 $10 Million

Capobianco E. Romolo          $0 to $50,000      $1 Million to
                                                 $10 Million

Romolo E. Capobianco, Inc.' 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Fay E. Capobianco                                     $2,561,908
Bloodbrook Road
Westfield, VT 05874

Town of Tewksbury             29 Andover Road           $400,000
Town Hall
11 Town Hall Avenue
Tewksbury, MA 01876

Town of Tewksbury             29 Andover Road           $400,000
Town Hall
11 Town Hall Avenue
Tewksbury, MA 01876

Massachusetts DOR             2004 Income tax             $5,000

Bradford Glenn, Inc.                                     Unknown


SFBC INT'L: Negative Events Prompt S&P's Stable Outlook
-------------------------------------------------------
Standard & Poor's Rating Services revised its rating outlook on
Miami, Florida-based contract research services provider SFBC
International Inc. to stable from positive.  Ratings on the
company, including the 'B+' corporate credit rating, were
affirmed.

"The outlook revision reflects our view that the likelihood
of an upgrade is materially diminished by recent events," said
Standard & Poor's credit analyst David Lugg.  Mr. Lugg points to:

     * a business magazine charging ethical violations in SFBC's
       clinical tests,

     * Miami-Dade County officials rendering a poor safety
       assessment of the company's Miami testing facility, and

     * Hurricane Wilma damage that forced the delay of some
       clinical trials.

SFBC responded by hiring an independent counsel to investigate the
ethics charges, utilizing spare capacity in other facilities.  The
independent counsel's report addressed many of the allegations
leveled in the magazine article.  However, the company is still in
the process of addressing all of these events.

Factors suggesting that sustainable improvement in credit measures
may not be demonstrated within the next two years:

     * the uncertain timing and costs to resolve these issues,

     * the diminished liquidity occasioned by the enlarged share
       repurchase program, and

     * a potential slowdown in growth of the base business.

The speculative-grade ratings on SFBC continue to reflect:

     * the company's short record of success,

     * its strategy of growth through acquisitions, and

     * its position as a relatively small player in the global
       market for outsourced clinical trial services.

These risks outweigh a moderate debt burden and prospects for
improving free cash flow over the next few years, S&P says.


SOLUTIA INC: Files Protective Actions in Chapter 11 Case
--------------------------------------------------------
Solutia Inc. (OTC Bulletin Board: SOLUQ) filed several protective
actions in its Chapter 11 case.  According to federal bankruptcy
law, Solutia has two years from its Chapter 11 petition (Dec. 17,
2003) to file certain types of actions.  As a result, the company
is filing approximately 90 avoidance actions prior to this
deadline, including one such action against Monsanto/Pharmacia, to
preserve the legal rights of the bankrupt estate.

"While no decision has been made to pursue these actions and we
may never do so, we believe it is a prudent step to file them
prior to the deadline to preserve the rights of the bankrupt
estate," said Jeffry N. Quinn, president and CEO, Solutia Inc.
"Solutia remains committed to the agreement-in- principle
announced in June.  We continue to make progress toward the
successful restructuring of Solutia consistent with that
agreement."

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.


STELCO INC: Ontario Court Approves AltaSteel Sale to Moly Cop
-------------------------------------------------------------
Stelco Inc. (TSX:STE) disclosed that the Superior Court of Justice
(Ontario) approved the previously announced sale of AltaSteel Ltd.
to Moly Cop Steel Inc., an affiliate of Scaw International Sarl,
on Dec. 16.

As in past non-core asset sale transactions during Stelco's
restructuring process, the Court agreed to seal certain terms of
the sale agreement until the transaction closes or until further
order of the Court.

At the same hearing, the Court granted an order temporarily
sealing certain commercially sensitive information contained in a
report prepared by Navigant Consulting.  The report was
commissioned and will be used by certain equity holders in
opposing Stelco's motion for Court approval of the restructuring
plan approved by affected creditors on Dec. 9, 2005.  That motion
will be heard on Jan. 17, 2006.  A version of the report excluding
the sealed information has been filed with the Court and will be
accessible through a link available on Stelco's web site.

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 extended the stay period under Stelco's Court-supervised
restructuring from Dec. 12, 2005, until Jan. 31, 2006.


SYNDICATED FOOD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Syndicated Food Service International, Inc.
        fka Floridino's International Holdings, Inc.
        P.O. Box 2185
        Front Royal, Virginia 22630

Bankruptcy Case No.: 05-33375

Type of Business: The Debtor is a holding company with three
                  operating subsidiaries that participate in the
                  wholesale foodservice distribution industry.

Chapter 11 Petition Date: December 14, 2005

Court: Southern District of Indiana (Indianapolis)

Judge: Anthony J. Metz III

Debtor's Counsel: David R. Krebs, Esq.
                  Hostetler & Kowalik P.C.
                  101 West Ohio Street, Suite 2100
                  Indianapolis, Indiana 46204
                  Tel: (317) 262-1001
                  Fax: (317) 262-1010

Financial Condition as of December 31, 2004:

      Total Assets:  $9,908,084

      Total Debts:  $11,182,726

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Platinum Funding Corporation     Judgment              $453,000
Two University Plaza
Hackensack, NJ 07601

Proskauer Rose, LLP              Judgment              $232,911
1585 Broadway
New York, NY 10036

Barry Tenzer                     Open Account          $150,000
2656 South Federal Highway
Delray Beach, FL 33483

Hill, Kertscher & Wharton, LLP   Open Account          $124,315
3350 Riverwood Pkwy., Suite 800
Atlanta, GA 30339

Weinberg & Company, P.A.         Open Account           $87,973
6100 Glades Road, Suite 314
Boca Raton, FL 33434

Sacher Zelman                    Open Account           $75,000
1404 Brickell Avenue, Suite 700
Miami, FL 33131

SB Financial Consulting 29B      Open Account           $59,313
Venetial Way, No. 7
Miami Beach, FL 33139

John F. McCarthy, III            Open Account           $50,000
2546 North Vermont Street
Arlington, VA 22207

Salas, Ede, Peterson & Lage, LLC Open Account           $40,705
6333 Sunset Drive
Miami, FL 33143

EQuaNet, Inc.                    Open Account           $35,210
P.O. Box 5498
Syracuse, NY 13220

Robert Klezmer                   Lawsuit                $35,200
c/o David B. Russell
213 Silver Beach Avenue
Daytona Beach, FL 32118

Beltram Edge Tool Supply         Judgment               $30,760
c/o Gibbons Tucker Miller
Attn: Whatley Stein
101 East Kennedy, Suite 1000
Tampa, FL 33602

Brooks Houghton                  Open Account           $28,778
444 Madison Avenue, 25th Floor
New York, NY 10022

Ralph Cannon                     Promissory note        $25,000
457 Avery Creek Road
Arden, NC 28704

Berkovits, Lago & Company, LLC   Promissory note        $22,712
8211 West Broward Boulevard
Peachtree City, GA 30269

Harve S. Duval, P.A.             Open Account           $19,200
11601 Biscayne Blvd., Suite 201
Miami, FL 33181

Carreden Group Incorporated      Open Account           $16,179
14 West 49th Street
One Rockefeller Plaza
New York, NY 10020

Bowne of Atlanta, Inc.           Open Account           $15,598
1570 Northside Drive
Atlanta, GA 30318

Hilbert Binderow                 Promissory note        $15,000
c/o Wright Ponsoldt & Lozeau
1000 Southeast Monterey Commons
Boulevard, Suite 208
Stuart, FL 34996

Consice Management, Inc.         Open Account           $14,558
1016 Acquarian Drive
Secaucus, NJ 07094


TELEGLOBE COMMS: Has Until February 23 to Object to Claims
----------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended, until Feb. 23, 2006, the period
within which Reorganized Teleglobe Communications Corporation and
its affiliates and the Plan Administrator can object to claims
filed against their estates.

The Reorganized Debtors tell the Court that the extension would
allow them sufficient time to finalize their analysis of all
proofs of claim.

The Reorganized Debtors say that they have been working diligently
to review and reconcile around 1,000 claims filed against their
estates and have filed over 45 omnibus objections.  The
Reorganized Debtors say that they only have a handful of claims
left to review and expect to file additional claim objections
before the February 23 deadline.

Headquartered in Reston, Virginia, Teleglobe Communications
Corporation -- http://www.teleglobe.com/-- is a wholly owned
indirect subsidiary of Teleglobe Inc., a Canadian Corporation.
Teleglobe currently provides services in more than 220 countries
via a fully integrated network of terrestrial, submarine and
satellite capacity.  During the calendar year 2001, the Teleglobe
Companies generated consolidated gross revenues of approximately
$1.3 billion.  As of Dec. 31, 2001, the Teleglobe Companies has
approximately $7.5 billion in assets and approximately
$44.1 billion in liabilities on a consolidated book basis.  The
Debtors filed for chapter 11 protection on May 28, 2002 (Bankr. D.
Del. Case No. 02-11518).  Cynthia L. Collins, Esq., and Daniel J.
DeFranceschi, Esq., at Richards Layton & Finger, PA, represent the
Debtors in their restructuring efforts.  The Court confirmed
Teleglobe's Amended Chapter 11 Plan on Feb. 11, 2005, and the Plan
took effect on March 2, 2005.


THREE-FIVE: Wants to Assume Agreement with Former CEO Jack Saltich
------------------------------------------------------------------
Three-Five Systems, Inc., asks the U.S. Bankruptcy Court for the
District of Arizona, for permission to assume an executive
retention agreement dated Aug. 29, 2005, between the Debtor and
its former chief executive, Jack Saltich.

The Debtor believes that the assumption of the executive agreement
is necessary to effect the successful completion of its chapter 11
case since Mr. Saltich is familiar with all aspects of the
Debtor's current and former operations, its management, and its
major equity holders.

Mr. Saltich primarily reports to and assists the Debtor's chief
restructuring officer, Carl Young, with the fulfillment of his
duties.  Mr. Young's services include:

  (a) liquidating the estate's assets for the benefit of creditors
      and equity holders; and

  (b) resolving the various claims creditors have against the
      Debtor's estate.

Thomas J. Salerno, Esq., at Squire, Sanders & Dempsey L.L.P.,
tells the Court that Mr. Saltich's knowledge and experience will
play a critical role in helping the Debtor's professionals
formulate a disclosure statement and confirm a chapter 11 plan.

Because the executive agreement provides Mr. Saltich the necessary
incentives to maintain his employment with the Debtor and his
continued assistance to the CRO and other professionals, the
Debtor believes that it is in the estate's best interest to assume
the executive agreement.

A full-text copy of the executive retention agreement is available
at no charge at http://ResearchArchives.com/t/s?3cc

Headquartered in Tempe, Arizona, Three-Five Systems, Inc. --
http://tfsc.com/-- provides specialized electronics manufacturing
services to original equipment manufacturers.  TFS offers a broad
range of engineering and manufacturing capabilities.  The Company
filed for chapter 11 protection on Sept. 8, 2005 (Bankr. D. Ariz.
Case No. 05-17104).  Thomas J. Salerno, Esq., at Squire, Sander &
Dempsey, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$11,694,467 in total assets and $2,880,377 in total debts.


TIER TECH: Delays Filing of Form 10-K for FY Ended September 30
---------------------------------------------------------------
Tier Technologies, Inc. (Nasdaq:TIER), reported that the filing of
its Form 10-K for the fiscal year ended Sept. 30, 2005 with the
Securities and Exchange Commission would be delayed beyond the
filing deadline of Dec. 14, 2005.  Additionally, the company
expects to restate its financial results for the fiscal years
ended Sept. 30, 2002, 2003 and 2004 and for the associated fiscal
quarters as needed.

While preparing its financial statements for fiscal 2005, the
Company discovered a number of errors, including its accounting
for:

     (1) net accounts receivable relating to a payment processing
         operation;

     (2) certain accruals and reserves; and

     (3) certain notes receivable.

Many of these issues are still under review and the company needs
additional time to complete the process and assess the final
impact on fiscal 2005 financial results and on previously reported
financial results.  Currently, the company does not expect that
this process will be completed in time to permit the company to
file its Form 10-K within the 15-day timeframe provided by Rule
12b-25 under the Securities Exchange Act.  The company is working
diligently to complete this review and assessment and to file the
Form 10-K and the prior period restatements as soon as possible.

The company currently expects these restatements primarily to
reflect:

     * The write-off of net accounts receivable originally
       recorded on the company's balance sheets for these periods
       relating to one of its payment processing operations.  This
       change is necessary to reflect proper accounting for
       amounts owed to the company as a result of both

      (1) insufficient-funds checks received by the company from
          child-support payers and

      (2) over-payments made by the company.  The company is not
          able at this time to quantify the amount of the expected
          restatements for this issue.

     * The recording of an accrual for sales commission expense on
       the company's Sept. 30, 2004 and Dec. 31, 2004 statements
       of operations.  The effect of this change is expected to
       increase selling and marketing expense for the fiscal year
       ended Sept. 30, 2004 and the first quarter of fiscal 2005,
       which ended Dec. 31, 2004, by approximately $225,000 and
       $99,000, and to reduce selling and marketing expense for
       the quarter ended March 31, 2005 by approximately $324,000.
       These adjustments are expected to reduce diluted earnings
       per share by $0.01 for fiscal year 2004, but are not
       expected to materially impact the quarter ended
       Dec. 31, 2004.  These adjustments would increase diluted
       earnings per share by $0.01 for the quarter ended March 31,
       2005.

     * The correction of the amounts shown as due to the company
       under its notes and accrued interest receivable from
       related parties and notes receivable from shareholders on
       its balance sheets for the relevant periods and the
       reduction of the related interest income shown on its
       relevant statements of operations.  These adjustments are
       expected to result in the reclassification of $378,000 of
       notes previously classified as assets to shareholders
       equity for all reported periods, which will have the effect
       of reducing both assets and shareholders equity by that
       amount.  In addition, the company believes that the
       adjustments will result in a cumulative downward adjustment
       of approximately $150,000 of accumulated interest income
       reported in our retained earnings in the periods noted
       above.

The company's review of its accounting practices is ongoing.  Once
it has completed its review, it may conclude that additional
changes to its financial statements for these periods are
appropriate, that the proper adjustments are different in amount
or type from those summarized above, or that changes are necessary
to financial statements for other periods.

"The company regrets the delay in completing its fiscal 2005
financial statements and the need to restate prior financial
results," Jim Weaver, the Company's Chairman and Chief Executive
Officer, said.  "We take very seriously our public reporting
obligations, and we are taking the steps that we believe are
necessary to ensure that the financial information we report will
be complete and accurate."

                 Preliminary Fiscal 2005 Results

The company currently expects revenues for the fiscal fourth
quarter and full year ending Sept. 30, 2005 to be $34.3 million,
up 11% over the prior year, and $150.8 million, up 18% over the
prior year, respectively, exceeding the high end of its previously
guided range for the year of $149 million.

These financial results are preliminary and have not been
finalized by the company or audited by its auditors.  They are
based on information available to management at this time, and
could change materially when the company reports its audited
financial results for the fiscal year.

                        Technical Default

The restatements and the delayed availability of the company's
financial statements for the fiscal year ended Sept. 30, 2005 may
result in a technical default under the revolving credit agreement
between the company and its lender.  At Sept. 30, 2005, the
company had outstanding letters of credit under this facility
totaling $1.3 million.  The company will communicate with the
lender to seek a waiver of the defaults, but there can be no
assurance that the lender will grant a waiver.

Tier Technologies, Inc. -- http://www.tier.com/-- is a leading
provider of transaction processing and packaged software and
systems integration services for public sector clients.  The
company combines its understanding of enterprise-wide systems with
domain knowledge enabling clients to rapidly channel emerging
technologies into their operations.  The company focuses on
sectors that are driven by forces that make demand for its
services less discretionary and are likely to provide the company
with recurring long-term revenue streams.


TRENWICK AMERICA: Wants Until Feb. 28 to Object to Proofs of Claim
------------------------------------------------------------------
Trenwick America Corporation asks the U.S. Bankruptcy Court for
the District of Delaware to extend, until Feb. 28, 2006, to object
to proofs of claim filed in its estate.

The Court confirmed the Debtor's Second Amended Plan of
Reorganization on Oct. 27, 2004, and the Plan took effect on
Aug. 15, 2005.

The Reorganized Debtor explains that since the claims
reconciliation process is almost complete, the requested extension
is necessary so it can have more time and opportunity to reconcile
any claims disputes without the necessity of filing and
prosecuting additional claims objections.

Additionally, the requested extension is in the best interest of
the Debtor's estate, its creditors and other parties-in-interest.

The Court will convene a hearing at 2:00 p.m., on Jan. 19, 2005,
to consider the Debtor's request.

Headquartered in Stamford, Connecticut, Trenwick America
Corporation is a holding company for operating insurance companies
in the United States.  The Company filed for chapter 11 protection
on August 20, 2003 (Bankr. Del. Case No. 03-12635).  Christopher
S. Sontchi, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes, and Benjamin Hoch, Esq., Irena Goldstein, Esq., Carey D.
Schreiber, Esq., at Dewey Ballantine LLP represent the Debtors in
their restructuring efforts.  As of June 30, 2003, the Debtor
listed approximate assets of $400,000,000 and debts of
$293,000,000.  The Court confirmed the Debtor's Second Amended
Plan of Reorganization on Oct. 27, 2004, and the Plan became
effective as of Aug. 15, 2005.

On Aug. 20, 2003, Trenwick Group, Ltd., and LaSalle Re Holdings
Limited also filed insolvency proceedings in the Supreme Court of
Bermuda.  On Aug. 22, 2003, the Bermuda Court granted an order
appointing Michael Morrison and John Wardrop, partners of KPMG in
Bermuda and KPMG LLP in the United Kingdom, respectfully, as Joint
Provisional Liquidators in respect of TGL and LaSalle.

The Bermuda Court granted the JPLs the power to oversee the
continuation and reorganization of these companies' businesses
under the control of their boards of directors and under the
supervision of the U.S. Bankruptcy Court and the Bermuda Court.


TRENWICK AMERICA: Entry of Final Decree Stretched to March 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Trenwick America Corporation's request to delay until March 31,
2006, the entry of a final decree closing its chapter 11 case and
the time for filing of a final report.

The Court the Debtor's Second Amended Plan of Reorganization on
Oct. 27, 2004, and the Plan took effect on Aug. 15, 2005.

As previously reported, the Reorganized Debtor said that the
extension is necessary in order to avoid the premature closure of
its bankruptcy case and to ensure that creditor recoveries will
be maximized.   The estate's rights and obligations with respect
to various post-confirmation matters remains with the Reorganized
Debtor pursuant to the confirmed plan.

The Debtor also assures the Court that the delay of entry of a
final decree will not prejudice its creditors and other parties-
in-interest.

Headquartered in Stamford, Connecticut, Trenwick America
Corporation is a holding company for operating insurance companies
in the United States.  The Company filed for chapter 11 protection
on August 20, 2003 (Bankr. Del. Case No. 03-12635).  Christopher
S. Sontchi, Esq., and William Pierce Bowden, Esq., at Ashby &
Geddes, and Benjamin Hoch, Esq., Irena Goldstein, Esq., Carey D.
Schreiber, Esq., at Dewey Ballantine LLP represent the Debtors in
their restructuring efforts.  As of June 30, 2003, the Debtor
listed approximate assets of $400,000,000 and debts of
$293,000,000.  The Court confirmed the Debtor's Second Amended
Plan of Reorganization on Oct. 27, 2004, and the Plan became
effective as of Aug. 15, 2005.

On Aug. 20, 2003, Trenwick Group, Ltd., and LaSalle Re Holdings
Limited also filed insolvency proceedings in the Supreme Court of
Bermuda.  On Aug. 22, 2003, the Bermuda Court granted an order
appointing Michael Morrison and John Wardrop, partners of KPMG in
Bermuda and KPMG LLP in the United Kingdom, respectfully, as Joint
Provisional Liquidators in respect of TGL and LaSalle.

The Bermuda Court granted the JPLs the power to oversee the
continuation and reorganization of these companies' businesses
under the control of their boards of directors and under the
supervision of the U.S. Bankruptcy Court and the Bermuda Court.


TRIGEM COMPUTER: U.S. Court Agrees Main Proceeding Is In Korea
--------------------------------------------------------------
Il-Hwan Park, the duly appointed receiver for TriGem Computer,
Inc., asked the U.S. Bankruptcy Court for the Central District of
California to recognize TriGem's pending case under the Corporate
Reorganization Act in Korea as a foreign main proceeding.

Section 1517 of the Bankruptcy Code provides that "an order
recognizing a foreign proceeding shall be entered" if three
conditions are met:

   1.  The foreign proceeding for which recognition is sought is
       a foreign main proceeding or foreign non-main proceeding
       within the meaning of Section 1502;

   2.  The foreign representative applying for recognition is a
       person or body; and

   3.  The petition meets the requirements of Section 1515.

TriGem's CRA Case has met these requirements, Mr. Park says:

    -- The CRA Case is a foreign main proceeding within the
       meaning of Section 1502(4) since it is a judicial
       corporate reorganization proceeding pending in the
       Republic of Korea, the country where TriGem has the center
       of its main interests.  Mr. Park notes that TriGem's head
       office is in Ansan City in Korea. It has branch offices in
       Seoul, Busan, Kyungbuk, Choongchung and Honam.  Its
       business, research and training centers are in Wonju.

    -- The foreign representative applying for recognition is a
       person over the age of 18.

    -- The Chapter 15 Petition was accompanied by:

          (i) the decision of the Suwon District Court in Korea,
              which affirmed the existence of the CRA Case and
              the appointment of the Receiver;

         (ii) a translation of the Decision in English; and

        (iii) a statement identifying all foreign proceedings
              with respect to the Debtor known to the Receiver.

A full-text copy of the Korean Court's Order accepting TriGem's
CRA Petition is available at http://chapter15.com/

                          Court's Nod

The Court finds that the corporate reorganization proceeding
commenced by the Debtor before the Suwon District Court,
Bankruptcy Division, in the Republic of Korea, is a foreign main
proceeding within the meaning of Section 1502 of the Bankruptcy
Code.

The Debtor has its main center of interests in Korea.

The Chapter 15 Petition filed by Il-Hwan Park, the duly appointed
receiver for TriGem, satisfies all aspects of Section 1515.
Notice of the Petition was duly given in full compliance with
Rule 2002(q)(1) of the Interim Bankruptcy Rules adopted by the
Central District of California.

"Neither granting the Chapter 15 Petition nor thereby recognizing
the CRA Proceeding as a foreign main proceeding, is manifestly
contrary to the public policy of the United States," the Hon.
Thomas B. Donovan says.

The Court also finds that Mr. Park, as Foreign Representative, is
a "person" for the purposes of Section 1517(a)(2).

Judge Donovan rules that the commencement or continuation of any
and all judicial, administrative, or other action or proceeding
against the Debtor in the United States is automatically stayed.

                     Pending Litigation

TriGem is a party to litigation pending in the United States
initiated by these parties:

     1.  Robert Miles (Plaintiff)
         c/o Robert C. Schubert, Esq.
         Schubert & Reed LLP
         Two Embarcadero Center, Suite 1660
         San Francisco, CA 94111

     2.  Toshiba Corporation
         c/o Evan Finkel, Esq.
         Pillsbury Winthrop Shaw Pittman LLP
         725 South Figuera Street, Suite 2800
         Los Angeles, California 90017-5406

     3.  David Packard (Plaintiff)
         5870 Jefferson Street
         Vidor, TX 77662

             -- and --

         John E. Hock (Plaintiff)
         2002 Solitude Cave
         Round Rock, TX 78664

         Gary N. Reger, Esq.
         Orgain, Bell & Tucker
         470 Orleans
         Beaumont, TX 77701

         Law Office of L. DeWayne Layfield
         P.O. Box 3829
         Beaumont, TX 77704-3829

         The Reaud Law Firm
         801 Laurel
         Beaumont, TX 77701

         Hubert Oxford, III, P.C.
         3535 Calder, P Floor
         Beaumont, TX 77706

         The Dodd Law Firm
         P.O. Box 3504
         Beaumont, TX 77704-5304

         Joseph C. Blanks, P.C.
         P.O. Drawer 999
         Doucette, TX 75942

Mr. Park has noted that while TriGem has been named a defendant
in the Miles lawsuit, it does not appear that TriGem has been
ever served.  TriGem may not be a party to the lawsuit.

Mr. Park is represented by Charles D. Axelrod, Esq., and Scott H.
Yun, Esq., at Stutman Treister & Glatt P.C., in Los Angeles,
California.

Headquartered in Ansan City, Kyunggi-Do, Korea, TriGem Computer
Inc. -- http://www.trigem.com/--  manufactures desktop PCs,
notebook PCs, LCD monitors, printers, scanners, other computer
peripherals, and PIDs and supplies over four million PCs a year to
clients all over the world.  Il-Hwan Park, the Foreign
Representative, filed a chapter 15 petition on Nov. 3, 2005
(Bankr. C.D. Calif. Case No. 05-50052).  Charles D. Axelrod, Esq.,
at Stutman Treister & Glatt, P.C., represents the Foreign
Representative in the United States.

TriGem America Corporation, an affiliate of the Debtor, filed for
chapter 11 protection on June 3, 2005 (Bankr. C.D. Calif. Case No.
05-13972).  TriGem Texas, Inc., another affiliate of the Debtor,
also filed for  chapter 11 protection on June 8, 2005 (Bankr. C.D.
Calif. Case No. 05-14047). (TriGem Bankruptcy News, Issue No. 2
Bankruptcy Creditors' Service, Inc., 215/945-7000)


UBIQUITEL INC: Improved Performance Cues S&P to Lift Junk Ratings
-----------------------------------------------------------------
Standard & Poor's Rating Services raised its ratings on
Conshohoken, Pennsylvania-based UbiquiTel Inc., including its
corporate credit rating, which was raised to 'B-' from 'CCC+', and
its senior unsecured debt rating, which was raised to 'B-' from
'CCC'.

The outlook is positive.  The ratings on these entities were
removed from CreditWatch, where they were placed with positive
implications on Nov. 2, 2005, because of strengthening operating
and financial performance.

While the senior notes covenants permit the incurrence of secured
debt, given UbiqiTel's improved operating performance and
substantial cash balance, S&P now views incurrence of a material
amount of secured debt as unlikely.  Accordingly, the senior
unsecured debt is now rated at the level of the corporate credit.

"The rating upgrades reflect UbiquiTel's improving financial
profile as a result of better operating performance and strong
roaming and wholesale segment growth; recent network investments
that improve quality and enhance data capabilities; and its
ability to generate modest operating cash flow," said Standard &
Poor's credit analyst Susan Madison.

Rating constraints include:

     * concerns regarding the recent slowdown in retail subscriber
       growth,

     * the company's lack of spectrum assets, and

     * its reliance on Sprint Nextel.

UbiquiTel is a Sprint PCS affiliate serving approximately 434,000
subscribers, with the exclusive right to provide Sprint PCS
digital wireless services to certain markets throughout the
Western and Midwestern United States covering 8.3 million
population equivalents.  Debt outstanding at Sept. 30, 2005,
totaled approximately $424 million.


VARTEC TELECOM: Has Until January 3 to File Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
extended Vartec Telecom Inc., and its debtor affiliates' exclusive
periods to file and solicit acceptances of a chapter 11 plan.  The
Court gave the Debtors until Jan. 3, 2006, to file a plan and
until Mar. 3, 2006, to solicit acceptances of that plan.

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

   1) their chapter 11 cases are large and complex, with
      identified assets of more than $800,000,000, liabilities
      of more than $590,000,000 and 14,000 creditors;

   2) they have shown good faith progress towards their
      reorganization efforts, including completing the sale of
      substantially all of their assets to Comtel Investments,
      L.L.C., and obtaining DIP financing on a going forward
      basis;

   3) they have been working diligently with the Official
      Committee of Unsecured Creditors, the Rural Telephone
      Finance Cooperative, the Official Committee of Excel
      Independent Representatives, their carriers, and other
      parties-in-interest to maximize the value of the Debtor's
      estates.

   4) they have provided a draft of the plan to the Official
      Committee;

   5) they are paying obligations to their employees, carriers,
      vendors, landlords, and utility providers in the ordinary
      course of business as those obligations become due;

   6) they have made efforts in maximizing the value of their
      estates by reducing overhead costs, rejecting executory
      contracts and unexpired leases, disposing of non-core
      assets, and obtaining Court approval of the sale of the
      Acquired Assets; and

   7) the extension will not prejudice their creditors and other
      parties-in-interest and it is not meant to pressure their
      creditors into accepting an objectionable plan.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins, represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed more than $100
million in assets and debts.


WESTERN IOWA LIMESTONE: Case Summary & 20 Unsecured Creditors
-------------------------------------------------------------
Debtor: Western Iowa Limestone, Inc.
        dba Western Iowa Limestone, WIL, LLC
        dba Hopp Construction Co., Inc.
        1408 A Highway 44, Suite 800
        Harlan, Iowa 51537

Bankruptcy Case No.: 05-85930

Type of Business: The Debtor is a construction company and a
                  producer of limestone.

Chapter 11 Petition Date: December 12, 2005

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Richard D. Myers, Esq.
                  Alan E. Pedersen, Esq.
                  McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O.
                  11404 West Dodge Road, Suite 500
                  Omaha, Nebraska 68154-2576
                  Tel: (402) 492-9200
                  Fax: (402) 492-9222

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
City of Logan                 Suit for damages          $578,000
City Clerk, City Hall
108 West 4th Street
Logan, IA 51546

Weihs Enterprises             Loan                      $255,745
1408A Highway 44, Suite 100
Harlan, IA 51537

Murphy Tractor & Equipment    Trade debt                $223,596
9751 South 148th Street
Omaha, NE 68138

Harrison County Engineer      Prepaid product           $200,000
P.O. Box 171
Logan, IA 51546

Binns & Stevens               Trade debt                $135,054

Lawrence Handlos              Trade debt                $120,221

Road Builders                 Trade debt                $114,201

Leinen, Inc.                  Prepaid product            $60,000

Robert Schwab                 Cause of action            $56,400

Road Machinery & Supplies     Equipment rental           $50,718
                              & repairs

Paul Leinen                   Prepaid product            $50,000

Farm Service Coop.            Prepaid product            $47,359

Skinner Law Office P.C.       Legal services             $42,541

Pottawattamie County          Prepaid product            $40,000
Engineer

Sheehan Mack Sales            Trade debt                 $36,744

Independent Inputs            Prepaid product            $30,000

Dave Scwartz

Dianna Hopp                   Loan                       $28,725

Gary Hopp                     Loan                       $28,725

Leland Kaltoft                Loan                       $27,000

Schildberg Construction       Royalties                  $24,968
Company


WESTPOINT STEVENS: Court Approves CIT Group Pact to Remit Funds
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between CIT Group/Commercial Services and
WestPoint Home, Inc., pursuant to which CIT will pay WestPoint
Home $1,025,878.

As previously reported in the Troubled Company Reporter on
November 9, 2005, In late April and May 2005, the Debtors alleged
preference liability with respect to CIT and certain of its
Clients in various adversary proceedings.  WestPoint Home, Inc.,
as purchaser of substantially all of the Debtors' assets, has
demanded that CIT pay the Remaining Funds over to it.  The
Purchaser believes that it is the proper recipient of the
Remaining Funds.

To avoid litigation and in the interest of reaching a compromise,
the Purchaser and CIT entered into good faith, arm's-length
negotiations to settle the claims between them.

Those negotiations culminated in a stipulation, pursuant to which
the Purchaser will receive a $1,025,898 lump sum payment from CIT
in full payment and settlement of any debt owed by CIT with
respect to the Letter of Credit or the Remaining Funds.

In the event the Adversary Proceedings are settled, or are
adjudicated to a final non-appealable judgment, and the Settlement
or Judgment is less than the amount of the Remaining Funds, then
CIT has agreed to pay to the Purchaser the difference between the
Remaining Funds and the Settlement or Judgment, as applicable, in
one lump sum payment.  The parties will exchange mutual releases.

CIT has agreed to remit the Remaining Funds to the Purchaser upon:

    (i) order of the Court approving the Stipulation and
        directing CIT to remit the Remaining Funds to Purchaser;
        and

   (ii) dismissal of the Adversary Proceedings with prejudice.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 60; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINN-DIXIE: Court OKs Deloitte & Touche to Audit Internal Controls
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Winn-Dixie Stores, Inc., and its debtor-affiliates permission to
employ Deloitte & Touche, LLP, to assist them with internal
auditing projects related to information security, fraud
investigations, and best practice.

As previously reported in the Troubled Company Reporter on
Nov. 18, 2005, the Debtors have also employed the services of KPMG
LLP, PricewaterhouseCoopers LLP, and CFO Services in connection
with their auditing and accounting needs.  The Debtors assure the
Court that the services that Deloitte & Touche will provide are
not duplicative of the services provided by KPMG, PwC or CFO
Services.

The Debtors explain that the services to be provided by Deloitte
& Touche are internal audit support services relating to risk
assessment, quality assessment, and journal entry assessment.  By
contrast, the services provided by KPMG are external auditing
services required by law as well as tax advisory services.
Furthermore, the services provided by PwC have been focused on
the Debtors' overall governance controls and information
technology controls regarding compliance with the annual
Sarbanes-Oxley internal controls assessment.  The services
provided by CFO Services are focused on the Debtors' accounting
processes.

The Debtors will pay Deloitte & Touche at these hourly rates:

          Designation                 Hourly Rate
          -----------                 -----------
          Partners                        $315
          Senior Managers                 $250
          Managers                        $175
          Consultants                     $135

Deloitte & Touche estimates that the total professional fees for
its services will be between $300,000 and $330,000.

                         Court's Ruling

Judge Funk directs the Debtors to seek the Court's authorization
to the extent that they wish to retain Deloitte & Touche, LLP, to
provide additional services that are not encompassed in their
Engagement Letter with the firm.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Non-Disturbance Pact With Newport Enforced
------------------------------------------------------------
Winn-Dixie Stores, Inc., operates a grocery store in Miami,
Florida, known as Store No. 251, under a sublease dated Sept. 23,
1993.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that the Sublease was originally entered into
by Xtra Super Food Centers, Inc., as sublessee, and Malone and
Hyde, Inc, as sublessor.  At the time the Sublease was executed,
R.P.D.A. Corporation was the owner of the Premises and leased the
store to Malone and Hyde.  Malone and Hyde subsequently merged
into Fleming Companies, Inc.  RPDA subsequently sold the Premises
and assigned the Prime Lease to The Morris Tract Corp., doing
business as Newport Partners doing business as Partnership/
Newport Motel.

On Feb. 2, 1995, Newport Partners, Fleming and Xtra entered
into a non-disturbance agreement, which contains this provision:

     [I]f Subtenant is not in default under the Sublease
     beyond the applicable cure period and cures any default
     by the Tenant under the [Prime] Lease in accordance
     with Section 2(a) of this Agreement, then Landlord shall
     not terminate the [Prime] Lease or the Sublease or
     otherwise interfere with Subtenant's possession of the
     Leased Premises in accordance with the [Prime] Lease
     and the Sublease.

Mr. Bakers states that the Non-Disturbance Agreement expressly
inures to the benefit of Xtra's successors and assigns.

In 1996, Xtra assigned all of its rights under the Sublease to
the Debtor.  Neither the Lease nor Sublease expires until the
year 2045.

On April 1, 2003, Fleming filed a Chapter 11 petition for
reorganization in the United States Bankruptcy Court for the
District of Delaware.  By order of the Fleming Bankruptcy Court
dated March 9, 2004, Fleming rejected both the Prime Lease and
the Sublease.  Fleming did not reject the Non-Disturbance
Agreement.

About a year later, Newport Partners sent a letter to the Debtor
contending that as a result of Fleming's rejection of the Prime
Lease, the Sublease "is terminated."

After the Debtors filed for Chapter 11 protection, Newport
Partners sent the Debtor a Notice of Termination purporting to
terminate the Sublease.  Newport Partners also sent a letter to
the Debtors demanding holdover rent.

Mr. Baker relates that the Debtor continues to occupy the
Premises under the terms of the Sublease and continues to timely
perform all of its obligations under the Sublease.  The Debtor
has also incurred substantial expenses for improvements to the
Premises, Mr. Baker says.

                 Enforceability of Agreements

According to Mr. Baker, there exists an actionable controversy
within the meaning of Section 2201(a) of the Judiciary Code
between the Debtor and Newport Partners regarding:

     (i) the continued existence and enforceability of the
         Sublease and Lease;

    (ii) the Debtor's right to remain on the Premises; and

   (iii) the enforceability of the Non-Disturbance Agreement.

In this regard, the Debtor asks the U.S. Bankruptcy Court for the
Middle District of Florida to enter a judgment declaring that:

    (1) the Sublease and Lease are valid and enforceable as
        between the Debtor and Newport Partners;

    (2) the Non-Disturbance Agreement is valid and binding on
        Newport Partners and the Debtor; and

    (3) the Debtor is entitled to remain on the Premises under
        the Sublease.

                   Violation of Automatic Stay

Mr. Baker asserts that Newport's attempt to terminate or
otherwise interfere with the Debtor's possessory rights to the
Premises is a direct violation of the automatic stay imposed by
Section 362 of the Bankruptcy Code.

Prior to sending the Notice of Termination and demand letter,
Mr. Baker notes that Newport Partners knew:

   -- that the Debtor had filed its bankruptcy case; and

   -- of the Debtor's interest in the Sublease.

Notwithstanding, Newport Partners sent the Notice of Termination
and demand letter to the Debtor demanding that the Debtor vacate
the premises and pay holdover rent in the interim.  As a result,
the Debtor has incurred attorneys' fees and costs to protect its
property rights in the Premises.

Accordingly, the Debtors ask the Court to enter a judgment:

   (1) declaring that the Notice of Termination constitutes a
       violation of the automatic stay and is void and of no
       effect;

   (2) holding Newport Partners in contempt for violation of the
       automatic stay;

   (3) sanctioning Newport Partners for its contempt by ordering
       it to reimburse the Debtor for attorneys' fees and costs
       incurred in connection with this adversary proceeding; and

   (4) enjoining Newport from terminating the Sublease or
       otherwise interfering with the Debtor's possession of the
       Premises.

Moreover, Mr. Baker insists that the Court should exercise its
authority under Section 105(a) to enjoin Newport Partners from
commencing any proceedings to evict the Debtor or from otherwise
interfering with its possessory rights to the Premises because:

   (a) there is a reasonable probability that the Debtor will be
       able to effect a successful reorganization in this case;

   (b) the Debtor will suffer irreparable injury if an injunction
       is not issued because an eviction proceeding threatens to
       extinguish the Debtor's interest in the Sublease and its
       possessory interest in the Premises; and

   (c) the threatened injury to the Debtor outweighs any harm the
       injunction could cause Newport Partners because if
       allowed, the Debtor must expend estate resources to defend
       the proceeding and Newport Partners will suffer no harm
       from the status quo because all payments due to Newport
       Partners under the Sublease are current.

The Debtor asks the Court to enter judgment enjoining Newport
Partners from commencing an eviction proceeding or in any way
interfering with the Debtor's possessory rights to the Premises.
The Debtor further asks the Court to direct Newport Partners to
reimburse it for attorney's fees incurred in defending its
possessory interests in the Premises.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WODO LLC: Confirmation Hearing Set for January 19
-------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
will convene a hearing on Jan. 19, 2006, at 9:30 a.m., to discuss
the merits of Wodo, LLC's Plan of Reorganization.  The Court
approved the Debtor's Disclosure Statement at a hearing on Nov.
15, 2005.

                    Terms of the Plan

Under the Plan, holders of Administrative Convenience Claims will
receive cash payments equal to the full amount of their Allowed
Claims, not to exceed $10,000.  Holders of Allowed Administrative
Convenience Claims will be paid 50% of their claims from non-
Debtor sources ten days after the Effective Date and the remaining
50% of their Allowed Claims will be paid thirty days after the
Effective Date.

Holders of Secured Property Tax Claims will retain all the liens
securing their claims.  Interest shall accrue on the claims from
the Petition Date at the non-default rates in accordance with
applicable non-bankruptcy law.  Upon transfer of any of the Real
Property, the Claims secured by such property will be paid in
full.

Holders of Allowed General Unsecured Claims will be paid from non-
Debtor sources 50% of their Allowed Claims 30 days following the
Effective Date and 50% of their Claims sixty 60 days following the
Effective Date.

Any liens against the Real Property not otherwise treated under
the Plan will remain against the Real Properties and holders of
those liens will retain all of their rights.

Unit Holders will retain their interests in the Debtor.

                        WULA Secured Claims

The Debtor discloses that the WULA Secured Claim arises from
documents executed by the Company in favor of WULA including:

    * July 20, 2001 Loan Agreement,
    * Promissory Note,
    * Deed of Trust,
    * Security Agreement, and
    * Assignment of Lease and Rents and Fixture filing recorded
      on July 25, 2001 against the following properties:

         -- Block 11,
         -- Block 12,
         -- Block 14(A and B),
         -- Block 18, and
         -- Block 19(A and B)

The Allowed WULA Secured Claim consists of the principal balance
of the WULA loan, plus a 13% interest at the non-default rate
provided in the WULA Loan Documents.  The Allowed WULA Secured
Claim will not include:

    * any attorneys' fees or other charges;

    * the default 23% interest rate set forth in the WULA Loan
      Documents, and

    * the $1,000,000 purported "bonus."

The Allowed WULA Secured Claim will accrue interest from the
Effective Date at the 13% non-default rate provided in the Loan
Documents until satisfied.

The Debtor proposes a compromise of controversies regarding
portions of WULA's secured claims which includes:

    * WULA's claim to attorneys' fees,

    * WULA's claim to default interest under its loan documents,

    * WULA's claim to a $1,000,000 "bonus," and

    * claims the Debtor and its affiliates may have against WULA
      resulting from their failure to carry out prior commitments
      relating to this and other transactions.

If the Plan is confirmed as proposed, the Debtor will waive any
lender liability claims.  If the Plan is not confirmed as
proposed, the Debtor will retain the right to prosecute its lender
liability claims, as well as its objections to portions of WULA's
claim.

                       Legacy Plaza Claims

Legacy Plaza, LLC holds contingent Claims under three agreements:

    (a) May 25, 2001 Indemnification Agreement under which the
        Debtor indemnified Legacy for certain tax payments.
        Legacy Plaza will retain its rights under the
        Indemnification Agreement and associated Letter of
        Credit.

    (b) May 25, 2001 Parking Lease of Blocks 17, 18 and 19A; 10-
        year term; terminable upon construction of parking on
        Block 19C and Block 16.  The Debtor tells the Court that
        it sent Legacy a letter regarding release of Block 17
        from the obligations under the Parking Lease.

        In the event Legacy does not comply, the Debtor will
        institute an adversary proceeding to require the release.
        In addition, other disputes between the Debtor and Legacy
        respecting certain aspects of the Parking Lease will be
        resolved either through negotiation or through
        appropriate proceedings before the Bankruptcy Court.

    (c) May 2001, Option to Purchase Block 19C.  The Debtor may
        reject this contract and request an evidentiary hearing
        to estimate Legacy's claim which the Debtor asserts has
        no value. If the rejection claim is determined to have
        value, it will become a General Unsecured Claim.

                   Guaranty Bank Secured Claims

Guaranty Bank has two Letters of Credit in favor Legacy Plaza, LLC
against the Debtor for:

    a) tax rate increases through May 25, 2013 and
    b) surface parking improvements.

Guaranty Bank will retain its liens in the two accounts and all of
its rights and remedies.

                      Skagit State Bank Liens

On or prior to the Effective Date, Skagit State Bank's claims and
liens against the Debtor's assets will be satisfied in full from
non-Debtor assets through a refinancing of Skagit State Bank's
loans to the Debtor's affiliates.

In the event the refinancing does not occur as of the Effective
Date, Skagit State Bank 's underlying claim will remain adequately
secured by its primary collateral consisting of hardwood mills
which are not property of the estate, and Skagit State Bank 's
liens against the Debtor's assets, specifically Block 19C and
Block 16, will be released.

Headquartered in Bellingham, Washington, Wodo, LLC, fka Trillium
Commons, LLC, is a real estate company.  The Company filed for
chapter 11 protection on January 18, 2005 (Bankr. W.D. Wash. Case
No. 05-10556).  Gayle E. Bush, Esq., at Bush Strout & Kornfeld
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $90,380,942 and total debts of $21,451,210.


* BOND PRICING: For the week of Dec. 12 - Dec. 16, 2005
-------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Comm.                         3.250%  05/01/21     2
Adelphia Comm.                         6.000%  02/15/06     2
Adelphia Comm.                         7.500%  01/15/04    60
Adelphia Comm.                         7.750%  01/15/09    61
Adelphia Comm.                         7.875%  05/01/09    59
Adelphia Comm.                         8.125%  07/15/03    59
Adelphia Comm.                         8.375%  02/01/08    60
Adelphia Comm.                         9.250%  10/01/02    60
Adelphia Comm.                         9.375%  11/15/09    61
Adelphia Comm.                         9.500%  02/15/04    58
Adelphia Comm.                         9.875%  03/01/05    59
Adelphia Comm.                         9.875%  03/01/07    58
Adelphia Comm.                        10.250%  11/01/06    60
Adelphia Comm.                        10.250%  06/15/11    63
Adelphia Comm.                        10.500%  07/15/04    60
Adelphia Comm.                        10.875%  10/01/10    60
Aladdin Gaming                        13.500%  03/01/10     0
Albertson's Inc.                       6.520%  04/10/28    74
Albertson's Inc.                       7.000%  07/21/17    74
Allegiance Tel.                       11.750%  02/15/08    23
Allegiance Tel.                       12.875%  05/15/08    25
Alt Living Scvs                        7.000%  06/01/04     1
Amer & Forgn PWR                       5.000%  03/01/30    71
Amer Color Graph                      10.000%  06/15/10    69
Amer Plumbing                         11.625%  10/15/08    15
American Airline                       8.390%  01/02/17    74
American Airline                       9.980%  01/02/15    67
American Airline                       9.980%  01/02/15    67
American Airline                       9.980%  01/02/15    67
American Airline                      10.180%  01/02/13    68
American Airline                      10.430%  09/15/08    70
American Airline                      10.430%  09/15/08    70
American Airline                      10.850%  03/15/09    65
Amer Restaurant                       11.500%  11/01/06    25
AMR Corp.                              9.750%  08/15/21    72
AMR Corp.                              9.800%  10/01/21    70
AMR Corp.                              9.880%  06/15/20    70
AMR Corp.                             10.000%  04/15/21    70
AMR Corp.                             10.125%  06/01/21    66
AMR Corp.                             10.150%  05/15/20    66
AMR Corp.                             10.200%  03/15/20    73
AMR Corp.                             10.290%  03/08/21    68
AMR Corp.                             10.550%  03/12/21    72
Amtran Inc.                            9.625%  12/15/05     4
Anchor Glass                          11.000%  02/15/13    72
Antigenics                             5.250%  02/01/25    59
Anvil Knitwear                        10.875%  03/15/07    55
Apple South Inc.                       9.750%  06/01/06     3
Archibald Candy                       10.000%  11/01/07     0
Armstrong World                        6.350%  08/15/03    74
Armstrong World                        6.500%  08/15/05    71
Armstrong World                        7.450%  05/15/29    73
Armstrong World                        9.000%  06/15/04    73
Asarco Inc.                            7.875%  04/15/13    60
Asarco Inc.                            8.500%  05/01/25    57
ATA Holdings                          12.125%  06/15/10     4
ATA Holdings                          13.000%  02/01/09     4
At Home Corp.                          4.750%  12/15/06     0
Atlantic Coast                         6.000%  02/15/34     3
Atlas Air Inc                          8.770%  01/02/11    62
Autocam Corp.                         10.875%  06/15/14    70
Bank New England                       8.750%  04/01/99     7
Bank New England                       9.500%  02/15/96     3
Big V Supermkts                       11.000%  02/15/04     0
Budget Group Inc.                      9.125%  04/01/06     0
Burlington North                       3.200%  01/01/45    58
Calpine Corp.                          4.000%  12/26/06    22
Calpine Corp.                          4.750%  11/15/23    20
Calpine Corp.                          7.625%  04/15/06    33
Calpine Corp.                          7.750%  04/15/09    35
Calpine Corp.                          7.875%  04/01/08    33
Calpine Corp.                          8.500%  02/15/11    21
Calpine Corp.                          8.625%  08/15/10    22
Calpine Corp.                          8.750%  07/15/07    32
Calpine Corp.                         10.500%  05/15/06    34
CD Radio Inc.                          8.750%  09/29/09     0
Cell Therapeutic                       5.750%  06/15/08    56
Cell Therapeutic                       5.750%  06/15/08    51
Cellstar Corp.                        12.000%  01/15/07    42
Cendant Corp                           4.890%  08/17/06    50
Charter Comm Hld                      10.000%  05/15/11    56
Charter Comm Hld                      11.125%  01/15/11    58
Clark Material                        10.750%  11/15/06     0
Collins & Aikman                      10.750%  12/31/11    44
Color Tile Inc                        10.750   12/15/01     0
Comcast Corp.                          2.000%  10/15/29    40
Compudyne Corp                         6.250%  01/15/11    73
Cons Container                        10.125%  07/15/09    67
Constar Intl                          11.000%  12/01/12    74
Covad Communication                    3.000%  03/15/24    58
Cray Inc.                              3.000%  12/01/24    55
Cray Research                          6.125%  02/01/11    24
Curagen Corp.                          4.000%  02/15/11    66
Curagen Corp.                          4.000%  02/15/11    64
Curative Health                       10.750%  05/01/11    62
DAL-DFLT09/05                          9.000%  05/15/16    19
Dana Corp                              5.850%  01/15/15    70
Dana Corp                              7.000%  03/15/28    71
Dana Corp                              7.000%  03/01/29    69
Decrane Aircraft                      12.000%  09/30/08    51
Delco Remy Intl                        9.375%  04/15/12    33
Delco Remy Intl                       11.000%  05/01/09    39
Delta Air Lines                        2.875%  02/18/24    21
Delta Air Lines                        7.541%  10/11/11    62
Delta Air Lines                        7.700%  12/15/05    18
Delta Air Lines                        7.900%  12/15/09    20
Delta Air Lines                        8.000%  06/03/23    18
Delta Air Lines                        8.187%  10/11/17    60
Delta Air Lines                        8.270%  09/23/07    45
Delta Air Lines                        8.300%  12/15/29    20
Delta Air Lines                        8.540%  01/02/07    29
Delta Air Lines                        8.540%  01/02/07    29
Delta Air Lines                        8.540%  01/02/07    55
Delta Air Lines                        8.540%  01/02/07    26
Delta Air Lines                        8.950%  01/12/12    44
Delta Air Lines                        9.200%  09/23/14    45
Delta Air Lines                        9.250%  12/27/07    19
Delta Air Lines                        9.250%  03/15/22    17
Delta Air Lines                        9.300%  01/02/10    40
Delta Air Lines                        9.320%  01/02/09    56
Delta Air Lines                        9.375%  09/11/07    55
Delta Air Lines                        9.450%  02/26/06    54
Delta Air Lines                        9.590%  01/12/17    40
Delta Air Lines                        9.750%  05/15/21    19
Delta Air Lines                        9.875%  04/30/08    65
Delta Air Lines                       10.000%  08/15/08    19
Delta Air Lines                       10.000%  05/17/09    42
Delta Air Lines                       10.000%  05/17/09    62
Delta Air Lines                       10.000%  06/01/09    44
Delta Air Lines                       10.000%  06/01/10    50
Delta Air Lines                       10.000%  06/01/10    68
Delta Air Lines                       10.000%  06/01/11    26
Delta Air Lines                       10.060%  01/02/16    53
Delta Air Lines                       10.125%  05/15/10    20
Delta Air Lines                       10.125%  06/16/10    61
Delta Air Lines                       10.375%  02/01/11    19
Delta Air Lines                       10.375%  12/15/22    19
Delta Air Lines                       10.430%  01/02/11    42
Delta Air Lines                       10.430%  01/02/11    42
Delta Air Lines                       10.500%  04/30/16    68
Delta Air Lines                       10.790%  09/26/13    42
Delta Air Lines                       10.790%  03/26/14    14
Delta Air Lines                       10.790%  03/26/14    32
Delta Air Lines                       10.790%  03/26/14    42
Delphi Auto Syst                       6.500%  05/01/09    54
Delphi Auto Syst                       7.125%  05/01/29    54
Delphi Corp                            6.500%  08/15/13    54
Delphi Trust II                        6.197%  11/15/33    28
Diamond Brands                        12.875%  04/15/09     0
Duane Reade Inc                        9.750%  08/01/11    66
Dura Operating                         9.000%  05/01/09    62
Dura Operating                         9.000%  05/01/09    60
Duty Free Int'l.                       7.000%  01/15/04     4
DVI Inc.                               9.875%  02/01/04    13
Empire Gas Corp.                       9.000%  12/31/07     0
Epix Medical Inc.                      3.000%  06/15/24    60
Exodus Comm. Inc.                     11.625%  07/15/10     0
Falcon Products                       11.375%  06/15/09     2
Family Golf Ctrs                       5.750%  10/15/04     0
Fedders North AM                       9.875%  03/01/14    70
Federal-Mogul Co.                      7.375%  01/15/06    34
Federal-Mogul Co.                      7.500%  01/15/09    33
Federal-Mogul Co.                      8.160%  03/06/03    33
Federal-Mogul Co.                      8.330%  11/15/01    33
Federal-Mogul Co.                      8.370%  11/15/01    31
Federal-Mogul Co.                      8.800%  04/15/07    34
Fibermark Inc.                        10.750%  04/15/11    74
FMXIQ-DFLT09/05                       13.500%  08/15/05     7
Foamex L.P.-DFLT                       9.875%  06/15/07     8
Foamex LP/C-DFLT                      10.750%  04/15/11    74
Ford Motor Co.                         6.500%  08/01/18    69
Ford Motor Co.                         6.625%  02/15/28    65
Ford Motor Co.                         7.125%  11/15/25    68
Ford Motor Co.                         7.400%  11/01/46    63
Ford Motor Co.                         7.500%  08/01/26    72
Ford Motor Co.                         7.700%  05/15/97    62
Ford Motor Co.                         7.700%  05/15/97    62
Ford Motor Co.                         7.750%  06/15/43    64
Ford Motor Cred                        5.000%  01/20/11    70
Ford Motor Cred                        5.000%  02/22/11    73
Ford Motor Cred                        5.100%  02/22/11    74
Ford Motor Cred                        5.150%  11/20/09    74
Ford Motor Cred                        5.150%  01/20/11    73
Ford Motor Cred                        5.200%  03/21/11    71
Ford Motor Cred                        5.200%  03/21/11    74
Ford Motor Cred                        5.250%  02/22/11    72
Ford Motor Cred                        5.250%  03/21/11    70
Ford Motor Cred                        5.250%  03/21/11    72
Ford Motor Cred                        5.300%  03/21/11    71
Ford Motor Cred                        5.300%  04/20/11    71
Ford Motor Cred                        5.350%  02/22/11    73
Ford Motor Cred                        5.400%  01/20/11    73
Ford Motor Cred                        5.400%  09/20/11    71
Ford Motor Cred                        5.400%  10/20/11    70
Ford Motor Cred                        5.400%  10/20/11    72
Ford Motor Cred                        5.450%  06/21/10    74
Ford Motor Cred                        5.450%  04/20/11    73
Ford Motor Cred                        5.450%  10/20/11    71
Ford Motor Cred                        5.500%  09/20/11    72
Ford Motor Cred                        5.500%  10/20/11    74
Ford Motor Cred                        5.550%  08/22/11    73
Ford Motor Cred                        5.550%  09/20/11    73
Ford Motor Cred                        5.600%  08/22/11    69
Ford Motor Cred                        5.600%  09/20/11    70
Ford Motor Cred                        5.600%  11/21/11    75
Ford Motor Cred                        5.600%  11/21/11    72
Ford Motor Cred                        5.650%  05/20/11    70
Ford Motor Cred                        5.650%  11/21/11    72
Ford Motor Cred                        5.650%  12/20/11    73
Ford Motor Cred                        5.650%  01/21/14    66
Ford Motor Cred                        5.700%  05/20/11    73
Ford Motor Cred                        5.700%  12/20/11    73
Ford Motor Cred                        5.700%  01/20/12    69
Ford Motor Cred                        5.750%  10/20/10    73
Ford Motor Cred                        5.750%  12/20/11    73
Ford Motor Cred                        5.750%  01/21/14    73
Ford Motor Cred                        5.750%  02/20/14    68
Ford Motor Cred                        5.750%  02/20/14    65
Ford Motor Cred                        5.850%  07/20/10    75
Ford Motor Cred                        5.850%  07/20/11    73
Ford Motor Cred                        5.850%  01/20/12    73
Ford Motor Cred                        5.900%  07/20/11    74
Ford Motor Cred                        5.900%  02/20/14    67
Ford Motor Cred                        6.000%  01/21/14    72
Ford Motor Cred                        6.000%  03/20/14    71
Ford Motor Cred                        6.000%  03/20/14    72
Ford Motor Cred                        6.000%  03/20/14    69
Ford Motor Cred                        6.000%  03/20/14    67
Ford Motor Cred                        6.000%  11/20/14    67
Ford Motor Cred                        6.000%  11/20/14    67
Ford Motor Cred                        6.000%  11/20/14    67
Ford Motor Cred                        6.000%  01/20/15    66
Ford Motor Cred                        6.000%  02/20/15    66
Ford Motor Cred                        6.050%  03/20/12    74
Ford Motor Cred                        6.050%  02/20/14    70
Ford Motor Cred                        6.050%  03/20/14    68
Ford Motor Cred                        6.050%  04/21/14    72
Ford Motor Cred                        6.050%  12/22/14    66
Ford Motor Cred                        6.050%  12/22/14    67
Ford Motor Cred                        6.050%  12/22/14    70
Ford Motor Cred                        6.050%  02/20/15    67
Ford Motor Cred                        6.100%  06/20/11    74
Ford Motor Cred                        6.100%  02/20/15    71
Ford Motor Cred                        6.150%  12/22/14    69
Ford Motor Cred                        6.150%  01/20/15    67
Ford Motor Cred                        6.200%  05/20/11    75
Ford Motor Cred                        6.200%  04/21/14    73
Ford Motor Cred                        6.200%  03/20/15    67
Ford Motor Cred                        6.250%  06/20/11    73
Ford Motor Cred                        6.250%  06/20/11    72
Ford Motor Cred                        6.250%  12/20/13    73
Ford Motor Cred                        6.250%  12/20/13    74
Ford Motor Cred                        6.250%  04/21/14    70
Ford Motor Cred                        6.250%  01/20/15    69
Ford Motor Cred                        6.250%  03/20/15    67
Ford Motor Cred                        6.300%  05/20/14    69
Ford Motor Cred                        6.300%  05/20/14    69
Ford Motor Cred                        6.350%  04/21/14    70
Ford Motor Cred                        6.500%  12/20/13    70
Ford Motor Cred                        6.500%  02/20/15    69
Ford Motor Cred                        6.500%  03/20/15    68
Ford Motor Cred                        6.520%  03/10/13    73
Ford Motor Cred                        6.550%  12/20/13    71
Ford Motor Cred                        6.550%  07/21/14    74
Ford Motor Cred                        6.650%  10/21/13    72
Ford Motor Cred                        6.650%  06/20/14    75
Ford Motor Cred                        6.750%  06/20/14    68
Ford Motor Cred                        6.800%  06/20/14    72
Ford Motor Cred                        6.800%  03/20/15    67
Ford Motor Cred                        6.850%  09/20/13    74
Ford Motor Cred                        6.850%  05/20/14    69
Ford Motor Cred                        6.850%  06/20/14    71
Ford Motor Cred                        7.250%  07/20/17    71
Ford Motor Cred                        7.250%  07/20/17    68
Ford Motor Cred                        7.350%  03/20/15    75
Ford Motor Cred                        7.350%  09/15/15    69
Ford Motor Cred                        7.400%  08/21/17    74
Ford Motor Cred                        7.500%  08/20/32    66
Ford Motor Cred                        7.550%  09/30/15    70
Ford Motor Cred                        7.900%  05/18/15    72
Gateway Inc.                           1.500%  12/31/09    73
Gateway Inc.                           2.000%  12/31/11    69
General Motors                         7.125%  07/15/13    70
General Motors                         7.400%  09/01/25    64
General Motors                         7.700%  04/15/16    67
General Motors                         8.100%  06/15/24    65
General Motors                         8.250%  07/15/23    69
General Motors                         8.375%  07/15/33    70
General Motors                         8.800%  03/01/21    68
General Motors                         9.400%  07/15/21    70
General Motors                         9.450%  11/01/11    73
Gfsi Inc.                              9.625%  03/01/07    75
GMAC                                   5.250%  01/15/14    70
GMAC                                   5.350%  01/15/14    72
GMAC                                   5.700%  06/15/13    71
GMAC                                   5.700%  10/15/13    73
GMAC                                   5.700%  12/15/13    71
GMAC                                   5.750%  01/15/14    74
GMAC                                   5.850%  05/15/13    73
GMAC                                   5.850%  06/15/13    73
GMAC                                   5.850%  06/15/13    70
GMAC                                   5.900%  12/15/13    74
GMAC                                   5.900%  01/15/19    65
GMAC                                   5.900%  01/15/19    65
GMAC                                   5.900%  02/15/19    69
GMAC                                   5.900%  10/15/19    65
GMAC                                   6.000%  07/15/13    71
GMAC                                   6.000%  11/15/13    74
GMAC                                   6.000%  02/15/19    68
GMAC                                   6.000%  02/15/19    70
GMAC                                   6.000%  02/15/19    69
GMAC                                   6.000%  03/15/19    59
GMAC                                   6.000%  03/15/19    70
GMAC                                   6.000%  03/15/19    68
GMAC                                   6.000%  03/15/19    68
GMAC                                   6.000%  03/15/19    67
GMAC                                   6.000%  04/15/19    68
GMAC                                   6.000%  09/15/19    69
GMAC                                   6.000%  09/15/19    68
GMAC                                   6.050%  08/15/19    69
GMAC                                   6.050%  08/15/19    67
GMAC                                   6.050%  10/15/19    65
GMAC                                   6.100%  09/15/19    65
GMAC                                   6.125%  10/15/19    67
GMAC                                   6.150%  08/15/19    70
GMAC                                   6.150%  09/15/19    66
GMAC                                   6.150%  10/15/19    74
GMAC                                   6.200%  04/15/19    71
GMAC                                   6.250%  12/15/18    67
GMAC                                   6.250%  01/15/19    72
GMAC                                   6.250%  04/15/19    70
GMAC                                   6.250%  05/15/19    70
GMAC                                   6.250%  07/15/19    70
GMAC                                   6.300%  08/15/19    67
GMAC                                   6.300%  08/15/19    66
GMAC                                   6.350%  04/15/19    70
GMAC                                   6.350%  07/15/19    67
GMAC                                   6.350%  07/15/19    66
GMAC                                   6.400%  12/15/18    70
GMAC                                   6.400%  11/15/19    71
GMAC                                   6.400%  11/15/19    63
GMAC                                   6.500%  06/15/18    73
GMAC                                   6.500%  11/15/18    75
GMAC                                   6.500%  12/15/18    67
GMAC                                   6.500%  12/15/18    71
GMAC                                   6.550%  05/15/19    69
GMAC                                   6.500%  01/15/20    68
GMAC                                   6.500%  02/15/20    69
GMAC                                   6.600%  08/15/16    71
GMAC                                   6.600%  05/15/18    68
GMAC                                   6.600%  06/15/19    68
GMAC                                   6.600%  06/15/19    69
GMAC                                   6.650%  06/15/18    73
GMAC                                   6.650%  10/15/18    72
GMAC                                   6.650%  02/15/20    70
GMAC                                   6.700%  05/15/14    72
GMAC                                   6.700%  08/15/16    75
GMAC                                   6.700%  06/15/18    73
GMAC                                   6.700%  06/15/18    72
GMAC                                   6.700%  11/15/18    71
GMAC                                   6.700%  06/15/19    68
GMAC                                   6.700%  12/15/19    71
GMAC                                   6.750%  11/15/09    75
GMAC                                   6.750%  06/15/14    74
GMAC                                   6.750%  08/15/16    73
GMAC                                   6.750%  03/15/18    72
GMAC                                   6.750%  07/15/18    71
GMAC                                   6.750%  10/15/18    73
GMAC                                   6.750%  11/15/18    70
GMAC                                   6.750%  05/15/19    73
GMAC                                   6.750%  06/15/19    68
GMAC                                   6.750%  06/15/19    74
GMAC                                   6.750%  03/15/20    71
GMAC                                   6.800%  09/15/18    75
GMAC                                   6.800%  10/15/18    73
GMAC                                   6.850%  05/15/18    71
GMAC                                   6.875%  07/15/18    75
GMAC                                   6.900%  06/15/17    74
GMAC                                   6.900%  07/15/18    73
GMAC                                   6.900%  08/15/18    74
GMAC                                   7.000%  09/15/16    73
GMAC                                   7.000%  07/15/17    75
GMAC                                   7.000%  02/15/18    71
GMAC                                   7.000%  03/15/18    71
GMAC                                   7.000%  05/15/18    75
GMAC                                   7.000%  09/15/18    72
GMAC                                   7.000%  02/15/21    73
GMAC                                   7.000%  09/15/21    70
GMAC                                   7.000%  09/15/21    72
GMAC                                   7.000%  06/15/22    75
GMAC                                   7.000%  11/15/23    73
GMAC                                   7.000%  11/15/24    72
GMAC                                   7.000%  11/15/24    73
GMAC                                   7.000%  11/15/24    73
GMAC                                   7.050%  05/15/17    72
GMAC                                   7.050%  03/15/18    74
GMAC                                   7.050%  04/15/16    72
GMAC                                   7.150%  07/15/17    73
GMAC                                   7.150%  01/15/25    75
GMAC                                   7.150%  03/15/25    74
GMAC                                   7.250%  05/15/17    74
GMAC                                   7.250%  08/15/18    75
GMAC                                   7.250%  02/15/25    71
GMAC                                   7.250%  03/15/25    73
GMAC                                   7.375%  04/15/18    75
Golden Northwest                      12.000%  12/15/06     3
Graftech Int'l                         1.625%  01/15/24    71
Gulf Mobile Ohio                       5.000%  12/01/56    74
Home Interiors                        10.125%  06/01/08    73
Human Genome                           2.250%  08/15/12    75
Human Genome                           2.250%  08/15/12    75
Huntsman Packag                       13.000%  06/01/10    20
Impsat Fiber                           6.000%  03/15/11    71
Inland Fiber                           9.625%  11/15/07    50
Integrat Elec SV                       9.375%  02/01/09    56
Integrat Elec SV                       9.375%  02/01/09    57
Intermet Corp.                         9.750%  06/15/09    38
Iridium LLC/CAP                       10.875%  07/15/05    27
Iridium LLC/CAP                       11.250%  07/15/05    27
Iridium LLC/CAP                       13.000%  07/15/05    26
Iridium LLC/CAP                       14.000%  07/15/05    25
Isolagen Inc.                          3.500%  11/01/24    51
Jts Corp.                              5.250%  04/29/02     1
Kaiser Aluminum & Chem.               12.750%  02/01/03     4
Kellstrom Inds                         5.500%  06/15/03     0
Kellstrom Inds                         5.750%  10/15/02     0
Kmart Corp.                            8.990%  07/05/10    21
Kmart Corp.                            9.350%  01/02/20    30
Kmart Corp.                            9.780%  01/05/20    73
Kmart Funding                          8.800%  07/01/10    45
Kmart Funding                          9.440%  07/01/18    71
Lehman Bros Hldg                      11.000%  10/25/17    74
Level 3 Comm. Inc.                     2.875%  07/15/10    65
Level 3 Comm. Inc.                     6.000%  09/15/09    62
Level 3 Comm. Inc.                     6.000%  03/15/10    62
Liberty Media                          3.250%  03/15/31    73
Liberty Media                          3.750%  02/15/30    55
Liberty Media                          4.000%  11/15/29    60
Macsaver Financl                       7.400%  02/15/02     4
Macsaver Financl                       7.875%  08/01/03     0
Merisant Co                            9.500%  07/15/13    64
MHS Holdings Co                       16.875%  09/22/04     0
Motels of Amer                        12.000%  04/15/04    66
MSX Int'l Inc.                        11.375%  01/15/08    65
Muzak LLC                              9.875%  03/15/09    54
Nabi Biopharm                          2.875%  04/15/25    72
Natl Steel Corp.                       9.375%  08/01/06     0
Natl Steel Corp.                       9.875%  03/01/09     2
Nexprise Inc.                          6.000%  04/01/07     0
New Orl Grt N RR                       5.000%  07/01/32    71
North Atl Trading                      9.250%  03/01/12    65
Northern Pacific RY                    3.000%  01/01/47    58
Northern Pacific RY                    3.000%  01/01/47    58
Northwest Airlines                     6.625%  05/15/23    35
Northwest Airlines                     7.068%  01/02/16    69
Northwest Airlines                     7.248%  01/02/12    18
Northwest Airlines                     7.360%  02/01/20    70
Northwest Airlines                     7.625%  11/15/23    36
Northwest Airlines                     7.875%  03/15/08    36
Northwest Airlines                     8.070%  01/02/15    23
Northwest Airlines                     8.130%  02/01/14    20
Northwest Airlines                     8.304%  09/01/10    73
Northwest Airlines                     8.700%  03/15/07    35
Northwest Airlines                     8.875%  06/01/06    37
Northwest Airlines                     8.970%  01/02/15    17
Northwest Airlines                     9.179%  04/01/10    23
Northwest Airlines                     9.875%  03/15/07    36
Northwest Airlines                    10.000%  02/01/09    36
Northwest Stl & Wir                    9.500%  06/15/01     0
NTK Holdings Inc.                     10.750%  03/01/14    62
NWA Trust                              9.360%  03/10/06    64
Oakwood Homes                          7.875%  03/01/04     8
Oakwood Homes                          8.125%  03/01/09     8
Orion Network                         11.250%  01/15/07    56
Osu-Dflt10/05                         13.375%  10/15/09     0
O'Sullivan Ind.                       10.630%  10/01/08    62
Owens-Crng Fiber                       8.875%  06/01/02    74
PCA LLC/PCA Fin                       11.875   08/01/09    23
Pegasus Satellite                      9.625%  10/15/05    22
Pegasus Satellite                     12.375%  08/01/06     6
Pegasus Satellite                     13.500%  03/01/07     0
Piedmont Aviat                         9.900%  11/08/06     0
Piedmont Aviat                        10.000%  11/08/12     3
Piedmont Aviat                        10.350%  03/28/11     3
Pinnacle Airline                       3.250%  02/15/25    71
Pixelworks Inc.                        1.750%  05/15/24    68
Pliant Corp.                          13.000%  06/01/10    24
Polaroid Corp.                         6.750%  01/15/02     0
Polaroid Corp.                         7.250%  01/15/07     0
Polaroid Corp.                        11.500%  02/15/06     0
Portola Packagin                       8.250%  02/01/12    73
PRG-Schultz Intl                       4.750%  11/26/06    65
Primedex Health                       11.500%  06/30/08    57
Primus Telecom                         3.750%  09/15/10    31
Primus Telecom                         5.750%  02/15/07    62
Primus Telecom                         8.000%  01/15/14    59
Primus Telecom                        12.750%  10/15/09    54
Psinet Inc.                           11.000%  02/15/05     0
Psinet Inc.                           11.500%  11/01/08     0
RDM Sports Group                       8.000%  08/15/03     0
Read-Rite Corp.                        6.500%  09/01/04    15
Reliance Group Holdings                9.000%  11/15/00    21
Reliance Group Holdings                9.750%  11/15/03     1
Salton Inc.                           12.250%  04/15/08    40
Solectron Corp.                        0.500%  02/15/34    75
Tekni-Plex Inc.                       12.750%  06/15/10    54
Toys R Us                              7.375%  10/15/18    73
Trans Mfg Oper                        11.250%  05/01/09    62
Transtexas Gas                        15.000%  03/15/05     1
Trism Inc.                            12.000%  02/15/05     0
Triton Pcs Inc.                        8.750%  11/15/11    74
Triton Pcs Inc.                        9.375%  02/01/11    75
Tropical Sportsw                      11.000%  06/15/08     0
Twin Labs Inc.                        10.250%  05/15/06     5
United Air Lines                       6.831%  09/01/08    74
United Air Lines                       7.270%  01/30/13    55
United Air Lines                       7.371%  09/01/06    35
United Air Lines                       7.762%  10/01/05    58
United Air Lines                       7.870%  01/30/19    53
United Air Lines                       8.030%  07/01/11    74
United Air Lines                       8.250%  04/26/08    29
United Air Lines                       9.000%  12/15/03    16
United Air Lines                       9.020%  04/19/12    63
United Air Lines                       9.125%  01/15/12    16
United Air Lines                       9.200%  03/22/08    52
United Air Lines                       9.560%  10/19/18    62
United Air Lines                       9.750%  08/15/21    17
United Air Lines                      10.020%  03/22/14    58
United Air Lines                      10.110%  01/05/06    52
United Air Lines                      10.125%  03/22/15    58
United Air Lines                      10.250%  07/15/21    16
United Air Lines                      10.670%  05/01/04    17
United Air Lines                      11.210%  05/01/14    16
Univ. Health Services                  0.426%  06/23/20    58
Universal Stand                        8.250%  02/01/06     1
US Air Inc.                           10.250%  01/15/49     1
US Air Inc.                           10.250%  01/15/49    24
US Air Inc.                           10.250%  01/15/49    25
US Air Inc.                           10.550%  01/15/49    24
US Air Inc.                           10.610%  06/27/07     0
US Air Inc.                           10.680%  06/27/08     2
US Air Inc.                           10.700%  01/01/49    26
US Air Inc.                           10.700%  01/15/49     3
US Air Inc.                           10.750%  01/15/49     6
US Air Inc.                           10.800%  01/01/49     4
US Air Inc.                           10.800%  01/01/49    28
US Air Inc.                           10.800%  01/01/49     6
Venture Hldgs                         11.000%  06/01/07     0
Venture Hldgs                         12.500%  06/01/07     0
WCI Steel Inc.                        10.000%  12/01/04    69
Werner Holdings                       10.000%  11/15/07    30
Westpoint Steven                       7.875%  06/15/05     0
Westpoint Steven                       7.875%  06/15/08     0
Winstar Comm                          10.000%  03/15/08     0
World Access Inc.                      4.500%  10/01/02     4

                          *********

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.

                *** End of Transmission ***