TCR_Public/051223.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

          Friday, December 23, 2005, Vol. 9, No. 304

                          Headlines

ADVANTA CORP: Moody's Upgrades Sub. Debt's Rating to B3 from Caa1
ALIMENTATION COUCHE-TARD: Debt Reduction Spurs S&P to Lift Ratings
ALLIED SECURITY: Poor Performance Prompts S&P to Lower Ratings
AMERICAN REPROGRAPHICS: Refinances Second Lien Credit Agreement
APCO LIQUIDATING: Wants Plan-Filing Period Stretched to Mar. 17

APCO LIQUIDATING: Amended Plan Confirmation Hearing Set on Jan. 26
ASARCO LLC: Wants Stay Lifted to Set Off Chevron Debt
ASARCO LLC: Can Hire Kevin McCaffrey as Legal Consultant
ASARCO LLC: Panel Wants Tellechea's Transition Pact Refrained
ATA AIRLINES: C8 Airlines' Amends Schedules of Assets & Debts

ATA AIRLINES: Can Use ATSB Lenders' Cash Collateral Until Jan. 6
ATLANTIC MUTUAL: Countrywide Alliance Spurs S&P to Hold Ratings
ATSI COMMS: Accumulated Deficit Tops $77 Million at October 31
BALLY TOTAL: Extends Closing of Crunch Fitness Sale to January 17
BLUEGREEN CORP: Internal Audit Review Spurs Financial Restatement

BOUNDLESS CORP: Confirmation Hearing Moved to March 9
BOYDS COLLECTION: Court Okays Kirkland & Ellis as Bankr. Counsel
BOYDS COLLECTION: Taps Skarlatos & Zonarich as Special Counsel
BROOKLYN HOSPITAL: Garfunkel Wild Continues as Healthcare Counsel
BROOKLYN HOSPITAL: Has Until March 29 to Decide on Leases

BROOKLYN HOSPITAL: Look for Bankruptcy Schedules on December 29
CALPINE CORP: Can Access Up to $500 Million of DIP Financing
CARDIAC SERVICES: Court Approves GECC's Plan of Reorganization
CAROLINA TOBACCO: Hires Galbut & Hunter as Special Counsel
CENTENNIAL COMMS: Completes $550 Million Senior Notes Offer

CITIZENS COMMS: Board Names CEO Mary A. Wilderotter as Chairman
COLLINS & AIKMAN: Names New Executives in Key Finance Positions
COMFORCE CORPORATION: Repurchases $5.5 Million of 12% Senior Notes
CONGOLEUM CORPORATION: Gives Updates on Company Matters
CONSOLIDATED CONTAINER: Closes Acquisition of Steel Valley

CURATIVE HEALTH: Restructuring Plan Cues S&P to Withdraw D Ratings
DELTA AIR: Walks Away from Monarch Centre Lease
DELTA AIR: Macquarium Wants Delta Technology to Decide on Contract
DELTA AIR: Carrier Says Macquarium's Motion Has No Basis
DELTA AIR: Court Enters Order Restricting Equity Trading

DELTAGEN INC: Files Second-to-Last Monthly Operating Report
DORAL FINANCIAL: Board Authorizes Redemption of $75MM Senior Notes
DURATEK INC: Board Names Admiral Henry Executive Vice President
DYNEGY INC: Moody's Raises Sub. Debentures' Rating to B2 from Caa2
EASYLINK SERVICES: Earns $300K of Net Income in Third Quarter

ELCOM INT'L: Sale of New AIM-Traded Shares Raises $7.4 Million
EPIXTAR CORP: Wants Open-Ended Deadline to Decide on Leases
FRONTIER INSURANCE: Court Confirms Amended Reorganization Plan
FRONTLINE CAPITAL: Gets Exclusive Period Extended Until Feb. 28
GARDEN STATE: Wants Until March 6 to Remove Civil Actions

GARY JOHNSON: Case Summary & 22 Largest Unsecured Creditors
GENESIS HEALTHCARE: Good Financial Profile Cues S&P to Up Ratings
GEORGIA-PACIFIC: Fitch Lowers Senior Unsecured Bond Ratings to B+
GLOBAL EXECUTION: Fitch Rates $22.5 Million Class E Notes at BB
GS AUTO: S&P Raises Low-B Ratings on Class D Certificates

GT BRANDS: Wants to Walk Away from Unassigned IP Contracts
HOLLINGER INT'L: June 30 Balance Sheet Upside-Down by $160 Million
IAP WORLDWIDE: Moody's Lowers Second-Lien Loan Ratings to B3
J.L. FRENCH: Moody's Lowers 2nd-Lien Term Loan's Rating to Caa3
K2 INC: Moody's Reviews $200 Million Sr. Unsec. Notes' Ba3 Rating

KAISER ALUMINUM: Makes More Modifications to Liquidating Plans
KAISER ALUMINUM: Court Approves Settlement Pact with 8 Insurers
KMART CORP: Nortons Want Stay Lifted to Let Lawsuit Proceed
LOEWS CINEPLEX: Launches Offer for 9% Senior Subordinated Notes
LOEWS CINEPLEX: Sells Five Theatres As Condition of AMC Merger

LUCENT TECH: Court Orders $24 Million Payment to Winstar Comms.
MARKEL CORP: S&P Assigns Low-B Ratings to Universal Shelf
MAXTOR CORP: Moody's Reviews $60MM Sub. Debentures' Caa1 Rating
MCI INC: Moody's Upgrades Long-Term Debt Ratings to Ba3 from B2
MCI INC: Signs Three-Year Telecom Solution Contract with Yara

MCI INC: 11 Officers Dispose of 36,389 Shares of Common Stock
MCLEODUSA INC: SBC Wants Cure Amount Paid Before Effective Date
MCLEODUSA INC: Bickers With SBC About Adequate Assurance Payment
MCLEODUSA INC: Wants SBC's Reconsideration Request Denied
MERRY-GO-ROUND: Jan. 31 Hearing to Review Chapter 7 Trustee's Fee

MIDLAND COGEN: Fitch Junks Rating on Secured Obligation Bonds
MIDLAND REALTY: Fitch Affirms B Rating on $11.1MM Class J Certs.
NADER MODANLO: Wants Exclusive Period Stretched to September 30
NADER MODANLO: FAI Co-Owner Wants Chapter 11 Trustee Appointed
NEXTEL PARTNERS: Sprint Equity Purchase Cues S&P to Review Ratings

NORTHWEST AIRLINES: Restructures Deals for Airbus A330s on Order
NORTHWEST AIRLINES: Court Approves Rehearing of Antitrust Suit
NORTHWEST: Court OKs Defeasement of Trust No. 1 Secured Debt
OMEGA HEALTHCARE: Prices $175 Million Senior Notes Offering
OPTION ONE: Extends 90-Day Payment for Borrowers to 180 Days

ORIUS CORP: Wants to Hire Conway Del Genio as Financial Advisors
ORIUS CORP: Wants to Hire Lord Bissell as Bankruptcy Counsel
PACIFIC LUMBER: Weak Financial Profile Cues S&P's Negative Outlook
PETSMART INC: Improved Operating Performance Spurs S&P's BB Rating
PHOTOCIRCUITS CORP: Court Approves $7.33MM DIP Loan from Stairway

POTLATCH CORP: Registers 1.6 Mil. Common Shares for Distribution
PT HOLDINGS: Lenders Extend 2004 Reporting Deadline to Jan. 31
QUEBECOR MEDIA: Launches Offers for 11-1/8% & 13-1/4% Sr. Notes
REFCO INC: 24 Customers Want RCM's Case Converted to Chapter 7
REFCO INC: Turisol Wants Ch. 11 Trustee Appointment Motion Denied

REFCO INC: Court Okays Reduction of Break-Up Fee for Asset Sale
REPTRON ELECTRONICS: Appoints Kirkland as New Independent Auditors
SALOMON BROS: S&P's Ratings on Class M & N Certs. Tumbles to D
SAMSONITE CORP: Equity Deficit Narrows to $38.9 Mil. at October 31
SEAGATE TECH: Moody's Reviews $400 Million Sr. Notes' Ba2 Rating

SOLUTIA INC: Wants to Limit Transfers of Equity Interests
SOUNDVIEW HOME: Fitch Rates $8.8MM Class M-11 Certificates at BB+
SPX CORPORATION: Board Okays New Share Repurchase Program
STATION CASINOS: Can Access Up to $2B of Loans with Lower Interest
STATION CASINOS: Inks $450 Mil. Joint Venture Pact with Greenspun

TOMMY HILFIGER: Negative Operating Trends Earn S&P's BB- Rating
TRINITY SPRINGS: AMCON Provides Updates on Company Matters
TRUMP ENT: Majestic Star Closes Trump Indiana Acquisition
TRUMP HOTELS: Trump Entertainment Amends Credit Agreement
UAL CORP: Has Until March 3 to Solicit Plan Acceptances

UAL CORP: Asks Court to Bless N174UA Aircraft Restructuring Pact
UAL CORP: Wants Court Nod on Pratt & Whitney Settlement Pact
VALENCE TECH: Assigns Pref. Stock Redemption Rights to Berg & Berg
WESTWAYS FUNDING: Fitch Puts BB Rating on $37.5 Mil. Income Notes
WINSTAR COMMS: Wins $244 Million Judgment in Lucent Litigation

* BOOK REVIEW: Merger: The Exclusive Inside Story of the
               Bendix-Martin Marietta Takeover War

                          *********

ADVANTA CORP: Moody's Upgrades Sub. Debt's Rating to B3 from Caa1
-----------------------------------------------------------------
Moody's Investors Service upgraded Advanta Corporation's long-term
ratings, including its senior unsecured to B1 from B2, reflecting
reduced litigation risks and improved financial performance.  This
rating action concludes Moody's ratings review which began on
September 19, 2005.  The rating outlook is stable.

Moody's said the upgrade reflects the removal of substantial
uncertainty within the company, particularly with regard to
litigation risks that the company had been exposed to -- including
the recent resolution of its Chase related legal exposures.

According to Moody's, Advanta has also exhibited substantial
improvement in leverage and credit quality over the past two
years.  The company's credit quality results have improved not
only due to a benign economic environment but also as a result of
refinements in the company's marketing strategy and credit scoring
technology.  The company has also posted improved earnings,
although profitability still lags more highly rated credit card
peers, and rising rates and heightened competition could hamper
results in the future.

Advanta's ratings remain constrained by the firm's monoline nature
and relatively modest competitive position versus those that
compete in its space.  Although the firm has developed a solid
niche in business credit cards, it has limited scale advantages
compared to the largest U.S. credit card issuers -- many of which
are targeting Advanta's business card niche.  In order to grow and
compete, Advanta may be compelled to offer more generous, and
expensive, rewards, lower APR's, or higher credit lines to
existing and prospective customers.  Moody's believes that the
company has been disciplined to date, but growth pressures could
influence future decision making.

In addition, over the near-term Moody's believes that earnings
growth could be hampered by increases in short term interest rates
as credit quality improvement stabilizes.  These factors support
the stable outlook.

Ratings upgraded included:

Advanta Corporation:

    * Senior unsecured debt to B1 from B2
    * Senior unsecured shelf to (P)B1 from (P)B2
    * Subordinated debt to B3 from Caa1
    * Subordinated shelf to (P)B3 from (P)Caa1
    * Preferred Stock shelf to (P)Caa1 from (P)Caa2

Advanta Corporation, headquartered in Spring House, Pennsylvania,
reported approximately $5 billion in managed assets as of
September 30, 2005.


ALIMENTATION COUCHE-TARD: Debt Reduction Spurs S&P to Lift Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Alimentation Couche-Tard Inc. to 'BB' from 'BB-'
and its subordinated debentures to 'B+' from 'B'.  The 'B+' senior
subordinated notes are rated two notches below the long-term
corporate credit rating to reflect their junior position to the
significant amount of secured debt in the capital structure.

At the same time, the company's bank loan rating is notched up
once from the long-term corporate credit rating to 'BB+', with
a '1' recovery rating.  The outlook is stable.

"The ratings on Alimentation Couche-Tard Inc. were raised to
reflect the significant reduction in debt undertaken by the
company since the Circle K acquisition in December 2003, coupled
with operational improvement from its U.S. operations and ample
liquidity," said Standard & Poor's credit analyst Don Poviliatis.

ACT has exceeded its initial cost savings targets related to
the Circle K stores, where the company has begun to successfully
implement its project Impact store renovation program.

Standard & Poor's credit concerns include:

     * operating margins in the U.S. that remain below ACTs
       historical average,

      * the company's stated intention to pursue a major
        acquisition and

     * an industry characterized by low barriers to entry.

ACT is the second-largest independent convenience store operator
in North America, with 4,853 stores of which 3,007 sell motor
fuel, as of Oct. 9, 2005.  The convenience store sector is very
fragmented and characterized by low barriers to entry, but ACT
enjoys one of the strongest market positions in the industry,
enhanced by the brand equity associated with the Circle K banner
and a merchandising differentiation strategy entitled Impact
concepts.  ACT's stores are segregated among eight markets, with
three in Canada and five in the U.S. covering 23 states.

The U.S. C-store industry is one of the fastest growing retail
segments, accounting for about $400 billion in total sales,
including $260 billion in annual fuel sales and $140 billion for
merchandise sales.  The C-store sector is characterized by low
barriers to entry, with competition in the form of existing oil
companies such as Shell Oil, and traditional C-store operators
such as 7-Eleven and The Pantry Inc., with established networks in
ACT's Sun Belt states.

The stable outlook reflects the company's progress in reducing
debt and generating strong cash flow from its Circle K assets.
The outlook could be revised to positive in the medium term if ACT
continues to show operational improvement, while maintaining
stable credit metrics.

Conversely, if the operating environment proves more challenging
than expected, then the outlook could be revised to negative.
Downward pressure on the ratings or outlook could still arise if
the company were to undertake a sizeable debt-financed
acquisition; however, this appears unlikely in the short term
given the prevailing high valuations.


ALLIED SECURITY: Poor Performance Prompts S&P to Lower Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on security
officer services provider Allied Security Holdings LLC, including
its corporate credit rating to 'B' from 'B+'.

The outlook is stable. Total debt outstanding was about
$387 million as of Sept. 30, 2005, excluding operating lease
obligations.

"The downgrade reflects financial performance below plan, and our
expectation that debt reduction would take longer than previously
anticipated," said Standard & Poor's credit analyst Mark Salierno.

Standard & Poor's believes that the highly competitive pricing
environment will continue to hinder the company's efforts to
renegotiate expiring contracts at favorable terms.

In addition, the company's pursuit of lower-margin, higher-volume
business will continue to pressure EBITDA margins over the
intermediate term.  Although total sales for the first nine months
of fiscal 2005 have increased by about 40.2%, the growth was
primarily attributed to acquired Barton Protective Services.

At the same time, the company's organic revenue growth has been
modest, in the 3% area.


AMERICAN REPROGRAPHICS: Refinances Second Lien Credit Agreement
---------------------------------------------------------------
American Reprographics Company (NYSE: ARP) refinanced its Second
Lien Credit and Guaranty Agreement, which will save the company
more than $8 million annually on a pre-tax basis under the new
interest rate and current outstanding balance.  The company
expanded its first lien credit facility to pay off in full the
borrowings under the original second lien credit facility.

S. "Mohan" Chandramohan, Chairman and Chief Executive Officer of
American Reprographics Company said, "We've been eagerly
anticipating the reduction of prepayment penalties on our second
lien debt agreement in order to restructure our credit facilities
and lower our interest payments.  We are gratified to have
completed the refinancing before the end of the year.  The new
debt structure will give us greater financial flexibility going
forward as it strengthens our capital structure and supports the
company's short and long-term operational goals."

The amended first lien credit agreement provides for senior
secured credit facilities aggregating up to $310,600,000,
consisting of:

    * a $280,600,000 term loan facility and
    * a $30,000,000 revolving credit facility.

The company used proceeds from the completed incremental new term
loan, in the amount of $157,500,000, to prepay in full all
principal and interest payable under the Second Lien Credit and
Guaranty Agreement dated Dec. 18, 2003.  The remaining balance of
$50,000,000 in the increased term loan facility is available for
the Company's use subject to the terms of the amended first lien
credit facility.

The company's obligations are guaranteed by its domestic
subsidiaries and, subject to certain limited exceptions, are
secured by first priority security interests granted in all of the
company's and the guarantor's personal and real property, and 65%
of the assets of its foreign subsidiaries.  Term loans are
amortized over the term with the final payment due June 18, 2009.
Amounts borrowed under the revolving credit facility must be
repaid by Dec. 18, 2008.

In the fourth quarter of 2005, American Reprographics Company will
incur pre-tax prepayment penalties of approximately $4 million
associated with the pay-off of the borrowings under the Second
Lien Credit and Guaranty Agreement.  During the same period the
Company will also write off pre-tax deferred financing costs of
approximately $5.3 million associated with the amended first lien
credit agreement.

American Reprographics Company is the leading reprographics
company in the United States providing business-to-business
document management services to the architectural, engineering and
construction, or AEC industries.  The company provides these
services to companies in non-AEC industries, such as technology,
financial services, retail, entertainment, and food and
hospitality, which also require sophisticated document management
services.  American Reprographics Company provides its core
services through its suite of reprographics technology products, a
network of more than 200 locally-branded reprographics service
centers across the U.S., and on-site at their customers'
locations.  The Company's service centers are arranged in a hub
and satellite structure and are digitally connected as a cohesive
network, allowing the provision of services both locally and
nationally to more than 65,000 active customers.

                     *     *     *

As previously reported in the Troubled Company Reporter, Standard
& Poor's Ratings Services assigned its 'BB-' bank loan rating and
recovery rating of '2' to American Reprographics Co. LLC's
proposed $157.5 million add-on first lien senior secured term
facility due 2009, reflecting the expectation of a substantial
recovery of principal in the event of a payment default.  ARC is
expected to use the proceeds from the proposed facility to
refinance its existing second lien term loan facility.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on ARC.  Total lease adjusted debt was about
$330 million as of Sept. 30, 2005.  The outlook is positive.


APCO LIQUIDATING: Wants Plan-Filing Period Stretched to Mar. 17
---------------------------------------------------------------
APCO Liquidating Trust and its debtor-affiliate, APCO Missing
Stockholder Trust, ask the U.S. Bankruptcy Court for the District
of Delaware to extend, until March 17, 2006, the time within which
they alone can file a chapter 11 plan.  The Debtors also ask the
Court for more time to solicit acceptances of that plan from their
creditors, until May 16, 2006.

The Debtors' proposed First Amended Liquidating Plan of
Reorganization is currently scheduled for a confirmation hearing
on Jan. 26, 2006.

Even though their proposed Plan is already scheduled for a
confirmation hearing, the Debtors ask for the extension out of an
abundance of caution to avoid the premature formulation of a
competing chapter 11 plan by any other parties.

Additionally, the requested extension is reasonable given the
Debtors' efforts in efficiently and expeditiously their chapter 11
cases and they are not seeking the extension to pressure the
creditors into accepting an unsatisfactory plan.

The Court will convene a hearing at 9:30 a.m., on Jan. 26, 2005,
to consider the Debtors' request.

Headquartered in Oklahoma City, Oklahoma, APCO Liquidating Trust
and APCO Missing Stockholder Trust were created on behalf of the
common stockholders of APCO Oil Corporation.  The Debtors filed
for chapter 11 protection on August 19, 2005 (Bankr. D. Del. Case
No. 05-12355).  Gregory P. Williams, Esq., John Henry Knight,
Esq., and Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represent the Debtors.  When the Debtor filed for
protection, they estimated assets and debts between $10 million to
$50 million.


APCO LIQUIDATING: Amended Plan Confirmation Hearing Set on Jan. 26
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a confirmation hearing at 9:30 a.m., on Jan. 26, 2006, to
consider the First Amended Liquidating Plan of Reorganization
filed by APCO Liquidating Trust and its debtor-affiliate, APCO
Missing Stockholder Trust.

The Court approved the adequacy of the Debtors' Disclosure
Statement explaining the Plan on Sept. 30, 2005.

             Summary of First Amended Plan

On or before the effective date of the Plan, the Liquidation
Trustee, on behalf of the Debtors, and any Committee will execute
the Liquidation Trust Agreement and will take all steps necessary
to establish the Liquidation Trust.  The Liquidation Trust's sole
purpose will be to liquidate and distribute the Trust Assets, with
no objective to engage in the conduct of a trade or business.

On the effective date, all of the Debtors' right, title and
interest in all of the Trust Assets will be automatically
transferred to the Liquidation Trust free and clear of liens,
claims or interests.

             Treatment of Claims and Interests

A) Allowed non-tax priority claims will be paid in full, in cash,
   in the allowed amount of those claims after the effective date,
   unless the holders of those claims agree to a different
   treatment of their claims.

B) Allowed secured claims will be paid in full after the effective
   date and at the Liquidation Trustee's sole discretion, either
   in cash, or abandonment of the property securing the holders of
   those claims, or other treatment agreed between the Liquidation
   Trustee and the holders of secured claims.

C) Allowed unsecured claims, totaling approximately $900,000 will
   receive their pro rata share of distributions from the Trust
   Assets in accordance with Article IV of the Plan, after the
   payment or satisfaction of, or adequate reservation for
   administrative claims, tax claims, allowed non-tax priority
   claims and allowed secured claims.

D) Interests holders will receive their pro rata share of the
   remaining from the Trust Assets in accordance with Article IV
   of the Plan, after payment or satisfaction of all
   administrative claims, tax claims, allowed non-tax priority
   claims, allowed secured claims and allowed unsecured claims.

A full-text copy of the Disclosure Statement and First Amended
Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=051222052434

Objections to the First Amended Plan, if any, must be filed and
served by Jan. 17, 2006.

Headquartered in Oklahoma City, Oklahoma, APCO Liquidating Trust
and APCO Missing Stockholder Trust were created on behalf of the
common stockholders of APCO Oil Corporation.  The Debtors filed
for chapter 11 protection on August 19, 2005 (Bankr. D. Del. Case
No. 05-12355).  Gregory P. Williams, Esq., John Henry Knight,
Esq., and Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represent the Debtors.  When the Debtor filed for
protection, they estimated assets and debts between $10 million to
$50 million.


ASARCO LLC: Wants Stay Lifted to Set Off Chevron Debt
-----------------------------------------------------
Eric A. Soderlund, 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 Chevron U.S.A., Inc., has provided
ASARCO LLC with lubricants and fuel for use in the Debtor's
operations, both during the prepetition and postpetition periods.

As of the bankruptcy filing, ASARCO owed Chevron $191,870.
Chevron, on the other hand, held two prepetition deposits:
$950,000 for fuel and $150,000 for lubricants.

Accordingly, ASARCO asks Judge Schmidt to:

   (a) modify the automatic stay to allow Chevron to set off the
       Prepetition Debt against the Prepetition Deposits;

   (b) permit Chevron to release the balance of the Prepetition
       Deposits to ASARCO; and

   (c) retain Chevron's right to utilize the Returned Deposits,
       as a defense to any avoidance action brought against it,
       as if the deposits had not been returned.

Mr. Soderlund tells Judge Schmidt that ASARCO will need to
increase its supply of fuel and lubricants purchased from
Chevron.  Currently, Mr. Soderlund states, ASARCO's credit line
is limited to $250,000, which is insufficient for ASARCO to
accomplish the necessary increase in supply.

Mr. Soderlund asserts that allowing Chevron to set off the
Prepetition Debt against the Prepetition Deposits and preserving
Chevron's defenses to any potential actions will make it possible
for Chevron to release the deposit balance to ASARCO.  By then,
ASARCO will be in a position to negotiate a postpetition deposit
with Chevron that will be sufficient to meet ASARCO's need for
increased supply from Chevron.

If its request is not granted, ASARCO's ability to conduct vital
operations will be severely hampered, Mr. Soderlund says.

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


ASARCO LLC: Can Hire Kevin McCaffrey as Legal Consultant
--------------------------------------------------------
ASARCO LLC informs the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi that Kevin McCaffrey began
working for ASARCO as a salaried in-house attorney in 1986.
Except for a period of time in which he worked for ASARCO's
Financial Planning Department, Mr. McCaffrey spent his entire
career in the company's legal department.

ASARCO says that throughout his employment, Mr. McCaffrey has
been addressing the specific environmental responsibilities,
liabilities, and remedial requirements of each of the
environmental properties held by the company and its
subsidiaries, and was involved in negotiating and drafting
substantially all relevant consent decrees with local, state, and
federal environmental agencies for years.

Mr. McCaffrey terminated his employment with ASARCO as its Senior
Associate General Counsel on Oct. 31, 2003.  Since Mr. McCaffrey
was intimately familiar with its business, legal affairs, and
environmental operations, ASARCO immediately retained him as a
consultant in connection with those matters.

Currently, Mr. McCaffrey is serving as the Subsidiary Debtors'
sole officer and director and has historically served on the
board of directors of several other ASARCO subsidiaries at
various points.

ASARCO tells Judge Schmidt that as its former in-house counsel
and as the de facto general counsel for many of its subsidiaries
over the years, Mr. McCaffrey managed outside counsel, a
multitude of litigation and settlements, and was involved in
insurance coverage issues and settlements.  In addition, Mr.
McCaffrey negotiated many environmental insurance settlements,
recovering over $400,000,000 for ASARCO and its subsidiaries.

ASARCO believes that the diversity and depth of Mr. McCaffrey's
expertise, insight, and skill pertaining to ASARCO's historical
business, subsidiaries, legal affairs, and environmental
operations is unparalleled.  Throughout his 19 years with ASARCO,
Mr. McCaffrey has acquired a unique familiarity with a wide range
of significant operations, which cannot be obtained by another
individual known in the company.

To help someone new acquire even a fraction of Mr. McCaffrey's
knowledge base, ASARCO acknowledges that it would have to expend
incredible amounts of time and money, to the prejudice of all
parties-in-interest in the Debtors' Chapter 11 cases.

Accordingly, ASARCO sought and obtained the Court's authority to
employ Mr. McCaffrey as its consultant, nunc pro tunc to
Aug. 9, 2005.

Mr. McCaffrey will devote at least 25 hours per month rendering
consulting services to ASARCO, in connection with:

   (a) the sale or disposition of various ASARCO real estate
       holdings, mining properties, former and current
       operations, and business lines;

   (b) the sale, reorganization, or disposition of various
       foreign ASARCO holdings, including exploration
       properties and joint ventures;

   (c) the management of ASARCO equity holdings in various
       subsidiaries;

   (d) the property and environmental management of ASARCO's
       Perth Amboy facility;

   (e) environmental matters at various ASARCO-owned and non-
       owned properties;

   (f) asbestos claims and lawsuits;

   (g) insurance recovery matters;

   (h) general corporate advice; and

   (i) other matters as requested by ASARCO management from
       time to time.

In addition, Mr. McCaffrey will continue to serve as the sole
officer and director of these Subsidiary Debtors:

   * Lac d'Amiante du Quebec Ltee;
   * Lake Asbestos of Quebec, Ltd.;
   * LAQ Canada, Ltd.;
   * CAPCO Pipe Company, Inc.; and
   * Cement Asbestos Products Company.

All of these Subsidiary Debtors are non-operating companies and
are under Chapter 11 protection.

Mr. McCaffrey may further serve as the sole officer and director
of the additional direct or indirect ASARCO subsidiaries that
ASARCO identifies in the future.  ASARCO expects some, if not
all, of these subsidiaries to file voluntary petitions for
bankruptcy relief.

The parties are aware that the interests of subsidiaries, of
which Mr. McCaffrey is an officer and director, may conflict with
ASARCO's interests.  Pursuant to a Consulting Agreement to be
executed between the parties, ASARCO will indemnify and hold
harmless Mr. McCaffrey against any action, suit or proceeding
arising out of his role as consultant.

Under the Consulting Agreement, ASARCO will pay Mr. McCaffrey $73
per hour for his consulting services.  The company will also
reimburse him for all reasonable and necessary travel expenses
and out-of-pocket costs he incurs while performing those
services.

Mr. McCaffrey assures the Court that he does not hold any adverse
interest to ASARCO's estates and is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.

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


ASARCO LLC: Panel Wants Tellechea's Transition Pact Refrained
-------------------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to approve its transition
agreement with Daniel Tellechea.

Mr. Tellechea recently informed ASARCO of his intention to resign
as president and chief executive officer of the company.  To
assure a smooth transition to new corporate leadership following
Mr. Tellechea's departure, ASARCO negotiated the Transition
Agreement.

Under the terms of the Transition Agreement, Mr. Tellechea
resigns his position effective immediately.  Mr. Tellechea will
receive no further compensation from the Debtor until after
Agreement is approved.

However, during the pendency of the request, for a period of up
to 40 days, the Debtor's Administrative Committee has elected to
maintain the health plan, dental plan and life insurance plan
coverage for the benefit of Mr. Tellechea and his dependents at
no cost to Mr. Tellechea.

Upon approval of the Transition Agreement, Mr. Tellechea will
provide consulting services to ASARCO and its management on an
as-needed basis for a period of up to six months.  The consulting
services will include assisting the incoming president and CEO in
learning and performing his new responsibilities and fulfilling
whatever tasks the newly appointed officer requests.

In consideration for the consulting services, ASARCO will pay Mr.
Tellechea $12,500 per month, not to exceed a total of $75,000 for
six months.  Mr. Tellechea's monthly compensation during this
transition period is about one-half the amount that he currently
receives in his capacity as president and CEO.

In the event that a Chapter 11 plan is confirmed in ASARCO's
bankruptcy case, Mr. Tellechea will be entitled to an additional
$75,000 success bonus.  If a Chapter 11 plan is not confirmed,
then Mr. Tellechea will not be owed the success bonus.

Additionally, Mr. Tellechea and his dependents will continue to
be covered under the Asarco Plan Benefits at no cost to them for
the same period of six months.

The compensation that Mr. Tellechea receives under the Transition
Agreement will be in lieu of any and all salary, prepetition
accrued vacation, bonus, and any other compensation due him as of
November 14, 2005.  Furthermore, as part of the Transition
Agreement, Mr. Tellechea releases ASARCO and its subsidiaries
from any and all claims relating to his employment with the
Debtor, except as to any indemnification he may be entitled to as
an officer or director of ASARCO or its subsidiaries.

The Transition Agreement also provides that Mr. Tellechea will
fully cooperate with the Debtor's and will testify, if asked,
regarding any matters relating to the time that he was employed
by ASARCO.  Mr. Tellechea further agrees that, if requested, he
will meet with the Debtor's attorneys or other representatives,
and will otherwise assist in the in the investigation, defense,
or prosecution of any matters involving the Debtor relating to
the period of his service as an officer.

In addition, Mr. Tellechea agrees to keep confidential, and not
to use for his own benefit or in competition with the Debtor, any
confidential information, including business plans, forecasts,
pricing policies, customer agreements, or customer lists.

The Transition Agreement may be terminated by either party on 30
days written notice.  The termination clause will allow ASARCO
the flexibility to terminate the agreement sooner than six months
in the event that it determines that Mr. Tellechea's services are
no longer required.

If the Transition Agreement is terminated early, ASARCO is not
required to continue to make the monthly compensation payments to
Mr. Tellechea, but the majority of the agreement, including the
release of the Debtors and the full cooperation provisions, will
remain in effect.

The Debtor believes that the Transition Agreement is warranted.
Without the Agreement, ASARCO will lose a substantial source of
institutional knowledge, and the transition to the new president
and CEO will be a difficult one.  The Agreement will also ensure
that Mr. Tellechea will make himself available, as needed, for
testimony regarding any issues relating to the time of his
employment.  The releases given by Mr. Tellechea provide a
substantial benefit to all of the debtors and their estates by
removing any uncertainty as to potential claims.

                  Subsidiary Committee Objects

The Official Committee of Unsecured Creditors of the Subsidiary
Debtors asks the Court to refrain from approving ASARCO LLC's
Transition Agreement with Daniel Tellechea until the Subsidiary
Committee has investigated the facts and circumstances
surrounding Mr. Tellechea's resignation, as well as his knowledge
of other issues relevant to the Debtors' bankruptcy proceeding.

The Subsidiary Committee specifically reserves the right to raise
additional objections to the Transition Agreement to the extent
its concerns are not adequately addressed by any interview with
Mr. Tellechea.

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


ATA AIRLINES: C8 Airlines' Amends Schedules of Assets & Debts
-------------------------------------------------------------
C8 Airlines, Inc., formerly known as Chicago Express Airlines,
Inc., delivered to the Bankruptcy Court amended schedules of
assets and liabilities.

C8 added four creditors holding $56,283 in aggregate tax claims
under Schedule E-Creditors Holding Unsecured Priority Claims.

C8 also added 47 creditors holding $2,065,551 in aggregate trade
payables and intercompany liability under Schedule F-Creditors
Holding Unsecured Nonpriority Claims.

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: Can Use ATSB Lenders' Cash Collateral Until Jan. 6
----------------------------------------------------------------
ATA Airlines, Inc., its debtor-affiliates and the ATSB Lenders
stipulate that the Debtors may use the ATSB Lenders' cash
collateral and other collateral through the earliest of:

   (i) the close of business on January 6, 2006;

  (ii) the occurrence of any event of default set forth in the
       Cash Collateral Order; or

(iii) the time as the Debtors' Settlement Agreement with the
       ATSB Lenders and the Official Committee of Unsecured
       Creditors will be materially breached or rendered null.

The Debtors agree to pay, in advance, Sage-Popovich, Inc., to
perform any work deemed advisable by the ATSB Lenders to update
SPI's audit, valuation and inspection of the Debtors' inventory of
rotables, repairables and expendables.

The Debtors will also pay a $200,000 monthly fee plus reasonable
expenses to Lazard Freres & Co. LLC, as financial advisor to the
ATSB Lenders, until the earlier of:

   (i) the effective date of a plan of reorganization in the
       Debtors' Chapter 11 cases; or

  (ii) the time as the ATSB Lenders have received relief from the
       stay imposed pursuant to Section 362 of the Bankruptcy
       Code with respect to half, in terms of value, of the
       Appraised Collateral and Pledged Equipment then in the
       possession of ATA Airlines, Inc.

All the payments to Lazard will constitute adequate protection
payments and will not be applied to reduce the principal amount of
the ATSB Loan Obligations or the Claims of the ATSB Lenders.

The Debtors and the ATSB Lenders also stipulate that any
definitive documentation between the Debtors and MatlinPatterson
must provide the Debtors:

   (x) no less than $30,000,000 of liquidity through the DIP
       Financing Transaction; and

   (y) an investment of no less than $70,000,000 in the Debtors
       on terms and conditions acceptable to the ATSB Lenders.

The Debtors, the ATSB Lenders and the Committee stipulate that the
deadline by which the Committee must file any challenge, on the
basis of Sections 544 and 548 of the Bankruptcy Code, to the
ATSB Lenders' "Guarantor Unsecured Claims" as defined in the
Settlement Agreement will be extended to January 6.

The ATSB Lenders stipulate that any amendment to the Southwest
DIP financing, which is approved according to the terms of the
Southwest DIP financing, is acceptable to them.

The Debtors covenant with the ATSB Lenders to maintain:

   (i) at least $35,000,000 in Available Cash during the
       Extension Period; and

  (ii) no less than the greater of the Available Cash amount or
       90% of the Available Cash amount forecasted at each week
       end in the Debtors' cash forecast, dated December 13,
       2005:

        Week Ending     Available Cash   90% of Available Cash
        -----------     --------------   ---------------------
          12/16/05        $47,055,040         $42,349,536
          12/23/05        $44,023,289         $39,620,960
          12/30/05        $67,517,748         $60,765,973
          01/06/05        $60,713,602         $54,642,242

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)


ATLANTIC MUTUAL: Countrywide Alliance Spurs S&P to Hold Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' counterparty
credit and financial strength ratings on Atlantic Mutual Insurance
Co., Centennial Insurance Co., and ALICOT Insurance Co. (f/k/a/
Atlantic Lloyds Insurance Co. of Texas).  The outlook is stable.

Subsequently, Standard & Poor's withdrew all its financial
strength ratings on these companies and withdrew its counterparty
credit ratings on Centennial Insurance Co. and ALICOT Insurance
Co., at their request.

Standard & Poor's also affirmed its 'B+' surplus note rating on
Atlantic Mutual Insurance Co.  Standard & Poor's is not
withdrawing this rating because the company's surplus notes remain
outstanding and are material in amount.

"The rating action reflects a new strategic alliance between
Atlantic Mutual Group and an insurance company subsidiary of
Countrywide Financial Corp. (A/Stable/--)," explained Standard &
Poor's credit analyst Jason Jones.  "Atlantic Mutual Group should
benefit from Countrywide's strong brand and national presence in
the marketing of its personal lines business, and its
capitalization should be strengthened due to quota share
reinsurance in which Countrywide will take part of the risk."

Although the alliance could benefit the rating on Atlantic Mutual
Group's surplus notes, there are offsetting risks that prevent an
upgrade at this time.  A future upgrade could occur if the
Countrywide alliance succeeds, results in personal lines are good,
and surplus increases from the March 31, 2005, level.  A downgrade
could occur if the Countrywide alliance were unsuccessful, if
agent and customer loyalty were to falter, if personal lines
results are poor, or if there is adverse development in the
run-off commercial book greater than the modest deficiency that
Standard & Poor's incorporates into its capital model.

The personal lines business is expected to generate underwriting
profits in 2005-2006.  Agent and customer loyalty should support
premiums, though a moderate decline is likely as Atlantic Mutual
Group begins to share premiums with Countrywide.  Restructuring
costs and the effects of a reinsurance commutation in the first
quarter of 2006 will affect overall 2005 results.  After the first
quarter, restructuring costs are expected to decline, and no
further losses from reinsurance commutations are expected now that
all finite reinsurance contacts that increased surplus have been
unwound.  The company is expected to have sufficient resources to
meet interest coverage requirements and has sufficient
capitalization.  Quality of capital is weakened by excessive
reliance on surplus notes, but this is expected to improve over
time due to retained earnings.


ATSI COMMS: Accumulated Deficit Tops $77 Million at October 31
--------------------------------------------------------------
ATSI Communications Inc. delivered its quarterly report on Form
10-QSB for the quarter ending October 31, 2005, to the Securities
and Exchange Commission on December 15, 2005.

The company reported a $1,288,000 of net income on $2,322,000 of
net revenues for the quarter ending October 31, 2005.  Operating
losses from continuing operations were approximately $348,000 and
$442,000, for the quarters ended October 31, 2005 and 2004,
respectively.  Additionally, the company had a working capital
deficit of approximately $4,259,000 at October 31, 2005

At October 31, 2005, the company's balance sheet shows $379,000 in
total assets and $5,033,000 in total liabilities.  As of Oct. 31,
2005, the company had an accumulated deficit of $77 million.

                        Going Concern Doubt

As previously reported in the Troubled Company Reporter on
November 18, 2005, the company incurred a recurring net losses
from operations of $2,224,000 and $8,485,000 in fiscal 2005 and
2004, respectively, has an accumulated deficit of $78 million.
These conditions create substantial doubt as to ATSI's ability to
continue as a going concern.  Management will continue to pursue
financings that may include raising additional capital through
sale of common stock, preferred stock, or warrants.  The financial
statements do not include any adjustments that might be necessary
if ATSI is unable to continue as a going concern.

ATSI Communications -- http://www.atsi.net-- filed for Chapter 11
protection on February 4, 2003 in the U.S. Bankruptcy Court for
the Western District of Texas (San Antonio) (Lead Bankr. Case No.
03-50753). Martin Warren Seidler, Esq., represents the Debtors in
these cases. At the time of filing, the Debtors listed estimated
assets of between $10 and $50 Million and estimated debts of
between $1 and $10 Million.


BALLY TOTAL: Extends Closing of Crunch Fitness Sale to January 17
-----------------------------------------------------------------
Bally Total Fitness (NYSE:BFT) extended the closing deadline to
Jan. 17, 2006 for the transaction to sell its Crunch Fitness
division to Marc Tascher, a leading entrepreneur and club industry
veteran, in partnership with the private equity group of Angelo,
Gordon & Co., an alternative asset investment management firm with
approximately $9 billion in capital under management.

As previously disclosed, the clubs being sold include all of
Bally's 21 Crunch locations, which are located in New York,
Chicago, Los Angeles, Atlanta, Miami and San Francisco, as well as
Bally's 2 Gorilla Sports clubs in San Francisco and 2 of Bally's
Pinnacle Fitness clubs in San Francisco.

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

                         *     *     *

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

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


BLUEGREEN CORP: Internal Audit Review Spurs Financial Restatement
-----------------------------------------------------------------
Bluegreen Corporation (NYSE:BXG) filed a Form 8-K, dated
Dec. 19, 2005, with the Securities and Exchange Commission.

In connection with the possible securitization of certain of its
receivables, the company undertook a review of the prior
accounting treatment for one of its existing notes receivable
purchase facilities.  As a result of that review, on
Dec. 15, 2005, the company's Audit Committee concurred with
management's recommendation that the company should restate its
consolidated financial statements for the year ended
March 31, 2002, the nine months ended Dec. 31, 2002 and the years
ended Dec. 31, 2003 and 2004 and the nine months ended
Sept. 30, 2005, to reflect the sales of notes receivable under the
Purchase Facility from its inception in June 2001 as on-balance
sheet financing transactions as opposed to off-balance sheet sales
transactions pursuant to Statement of Financial Accounting
Standards No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities", as the
company had originally accounted for these transactions.  Pending
their restatement, these financial statements should not be relied
upon.

When the Purchase Facility was executed in June 2001 and again
when it was amended and restated in April 2002, the operative
documents included provisions that allowed the company to
substitute new notes receivable for up to 20% of the notes
receivable previously sold.  The company's understanding was that
the Purchase Facility permitted the substitution of new notes
receivable for only:

     1) notes receivable that were in default or

     2) the existing notes receivable from customers who were
        upgrading their vacation ownership interest and wished to
        consolidate their existing notes receivable with new notes
        receivable in the upgrade transaction.

Since inception of the Purchase Facility, the company only
substituted Default Receivables and Upgrade Receivables under the
Purchase Facility, and the act of substituting these receivables
itself is not inconsistent with achieving off-balance sheet
treatment pursuant to SFAS 140, as the substitutions would have
been initiated by the actions of the company's customers, not of
the company itself.  However, because the relevant provisions of
the Purchase Facility were arguably ambiguous and could be
construed to allow the company to substitute new notes receivable
for previously sold receivables for any reason, the company has
concluded that the existence of the ambiguous provisions should
have precluded notes receivable sales under the Purchase Facility
from being accounted for as off-balance sheet sales transactions.

During the term of the Purchase Facility, the company consummated
two term securitization transactions, one in December 2002 and one
in July 2004, which included substantially all of the notes
receivable that had been previously accounted for as having been
sold under the Purchase Facility.  The company believes that both
term securitization transactions have been appropriately accounted
for as sales pursuant to SFAS 140, and therefore the notes
receivable financed under the Purchase Facility would be
considered in the restated financial statements to be sold in the
term securitization transactions, with resulting gains on sale
recognized at that time.  In connection with a preliminary review
of accounting for the Purchase Facility as an on-balance sheet
financing, the company determined that the computation of the
gains on sales of receivables in the two term securitization
transactions did not take into account the fair value allocation
of financial components methodology for recording its retained
interest and servicing asset as prescribed by SFAS 140.  The
impact of the fair value allocation of financial components
methodology is to reduce the gain on sale, but once the retained
interest is marked to market value immediately thereafter, the
impact will be to increase other comprehensive income in the
balance sheet.

The company does not believe that the restatement will have any
impact on its cash flows and should not materially impact
shareholders' equity as of Dec. 31, 2004 or Sept. 30, 2005.  Also,
the company believes that the matters for which the financial
statements are being restated will not have a material adverse
effect on the Company's future earnings.

However, the company's independent accountants have not reviewed
or audited the foregoing and there is no assurance that the final
restatement will not differ from the foregoing preliminary
estimate.  Accordingly, these estimates remain subject to revision
and the results of the audit of the company's annual financial
statements for the periods designated.  Further, while the company
does not believe that the accounting treatment of our other
receivables purchase facilities and term securitization
transactions will be impacted, the review and audit by the
company's independent accountants may result in additional
changes.

The company intends to file the restated financial statement
information in an amendment to its Annual Report on Form 10-K for
the year ended Dec. 31, 2004, as soon as reasonably practicable.

The company's Audit Committee has discussed the matters disclosed
in this filing under Item 4.02(a) with the company's independent
accountants.

Headquartered in Boca Raton, Florida, Bluegreen Corporation
(NYSE:BXG) -- http://www.bluegreenonline.com/-- is a leading
provider of Colorful Places to Live and Play(R).  Bluegreen
Resorts' flexible points-based vacation ownership system provides
approximately 150,000 owners access to over 40 resorts and an
exchange network of over 3,700 resorts and other vacation
experiences such as cruises.  Bluegreen Communities has sold over
49,000 planned residential and golf community homesites in 32
states since 1985.  Founded in 1966, Bluegreen employs
approximately 4,900 associates.  In 2005, Bluegreen ranked No. 57
on Forbes' list of The 200 Best Small Companies and No. 48 on
FORTUNE'S list of America's 100 Fastest Growing Companies.

Bluegreen Corp.'s 10-1/2 Senior Secured Notes due 2008 carry
Moody's Investors Service's B3 rating and Standard & Poor's B-
rating.


BOUNDLESS CORP: Confirmation Hearing Moved to March 9
-----------------------------------------------------
The Honorable Dorothy Eisenberg of the U.S. Bankruptcy Court for
the Eastern District of New York will convene a hearing at 11:00
a.m. on March 9, 2006, to discuss the merits of the Third Amended
Joint Plan of Reorganization filed by Boundless Technologies,
Inc., and its debtor-affiliates.  The plan confirmation hearing
was previously scheduled to begin earlier this month.

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

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

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

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

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

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

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

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

Impaired claims consisting of:

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

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

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

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

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


BOYDS COLLECTION: Court Okays Kirkland & Ellis as Bankr. Counsel
----------------------------------------------------------------
The Honorable Duncan W. Keir of the U.S. Bankruptcy Court for the
District of Maryland put his stamp of approval on Boyds
Collection, Ltd., and its debtor-affiliates' application to employ
Kirkland & Ellis LLP as their general bankruptcy counsel.

Kirkland & Ellis will:

   a) advise the Debtor with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their businesses and properties;

   b) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

   c) represent the Debtors in connection with obtaining
      postpetition financing;

   d) advise the Debtors in connection with any potential sale of
      assets and consult with the Debtors regarding tax matters;

   c) take all necessary actions to protect and preserve the
      Debtors' estates, including the prosecution of actions on
      their behalf, defend any action commenced against them and
      represent their interests in negotiations concerning all
      litigation in which the Debtors are involved;

   d) prepare all motions, applications, answers, orders, reports
      and papers necessary to the administration of the Debtors'
      estates;

   e) take any necessary action on behalf of the Debtors to
      obtain approval of a disclosure statement and confirmation
      of a plan of reorganization;

   f) appear before the Bankruptcy Court, any appellate courts
      and the office of the U.S Trustee, and protect the
      interests of the Debtors' estates before those Courts and
      the U.S. Trustee; and

   g) perform all other legal services to the Debtors that are
      necessary in connection with its chapter 11 cases.

Matthew A. Cantor, Esq., a partner at Kirkland & Ellis, is one of
the lead attorneys for the Debtors.  Mr. Cantor discloses that his
Firm received a $100,000 retainer.  Mr. Cantor charges $745 per
hour for his services.

Mr. Cantor reports that Kirkland & Ellis's professionals bill:

         Professional            Hourly Rate
         ------------            -----------
         Richard M. Cieri           $825
         Michael I. Gottfried       $657
         Edward  O. Sassower        $595
         Lisa G. Gartenlaub         $455
         Javier Schiffrin           $455
         Katherine Piper            $420

         Designation          Hourly Rate
         -----------          -----------
         Partner              $425 - $950
         Counsel              $325 - $740
         Associates           $235 - $540
         Pareprofessionals     $90 - $280

Kirkland & Ellis assured the Court that it does not represent any
interest materially adverse to the Debtors or their estates.

Headquartered in McSherrystown, Pa., The Boyds Collection, Ltd.
-- http://www.boydsstuff.com/-- designs and manufactures unique,
whimsical and "Folksy with Attitude(SM)" gifts and collectibles,
known for their high quality and affordable pricing.  The Company
filed for chapter 11 protection on Oct. 16, 2005 (Bankr. Md.
Lead Case No. 05-43793).  As of June 30, 2005, Boyds reported
$66.9 million in total assets and $101.7 million in total debts


BOYDS COLLECTION: Taps Skarlatos & Zonarich as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave The
Boyds Collection, Ltd., and its debtor-affiliates permission to
retain Skarlatos & Zonarich LLP as their special labor and
employment counsel.

Skarlatos & Zonarich will advise the Debtors and their board of
directors with respect to:

    * labor and employment matters; and

    * litigation that may arise from labor and employment matters.

The firm's professionals current hourly rates:

         Professional                   Hourly Rate
         ------------                   -----------
         Partners                       $185 - $250
         Associates                        $150
         Clerks & Legal Assistants       $65 - $100

To the best of the Debtors' knowledge, Skarlatos & Zonarich does
not represent or hold any interest adverse to the Debtors or their
estates.

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Case No.
05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  As of
June 30, 2005, Boyds reported $66.9 million in total assets and
$101.7 million in total debts.  Net sales for the twelve-month
period ended June 2005 were approximately $90 million.


BROOKLYN HOSPITAL: Garfunkel Wild Continues as Healthcare Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York,
Brooklyn Division, authorized the Brooklyn Hospital Center
and Caledonian Health Center, Inc., to retain Garfunkel,
Wild & Travis, P.C., as their special healthcare, regulatory,
corporate and finance counsel, nunc pro tunc to Sept. 30, 2005.

Garfunkel Wild will:

   (a) assist the Debtors in negotiating and documenting
       arrangements and agreements with their lenders, suppliers,
       landlords and other parties relating to general corporate,
       healthcare, finance and other non-bankruptcy related
       matters;

   (b) provide regulatory advice to the Debtors and consult with
       the Debtors on health care and other non-bankruptcy
       related matters;

   (c) assist in the preparation and prosecution of non-
       bankruptcy administrative and litigation matters relative
       to the Debtors' businesses;

   (d) provide continuing legal advice in connection with health
       care, regulatory, corporate, finance and other
       non-bankruptcy related issues;

   (e) provide a historical base of information relative to, and
       assist in the review and objections to, claims;

   (f) assist in providing non-bankruptcy, corporate and
       commercial assistance as may relate to the sale, lease or
       other disposition of assets of the estates; and

   (g) perform other non-bankruptcy related legal services and
       assistance desirable and necessary to the efficient and
       economic administration of the Debtors' bankruptcy cases.

Burton S. Weston, Esq., a member at Garfunkel, Wild & Travis,
P.C., disclosed the hourly rates of professionals to be engaged:

      Designation                  Hourly Rate
      -----------                  -----------
      Partners                     $295 to $435
      Associates                   $215 to $250
      Paralegals                       $120

      Professional                 Hourly Rate
      ------------                 -----------
      Robert A. Wild, Esq.             $435
      Judith A. Eisen, Esq.            $435
      Fredrick I. Miller, Esq.         $435
      Burton S. Weston, Esq.           $425
      Andrew Schulson, Esq.            $295
      Afsheen A. Shah, Esq.            $215

For almost 20 years, Garfunkel served as the Debtors' healthcare,
regulatory, corporate and finance counsel, performing a breadth of
legal services relating to the facility's business and financial
affairs, except for labor and malpractice requirements.  Garfunkel
has also provided litigation support to the Debtors and is fully
knowledgeable as to the current status of many of the Debtors'
disputed claims.  Also, Garfunkel has represented the Debtors in
many of their leasehold and other real estate related transactions
and is aware of the scope of their existing commitments.

Richard G. Braun, Jr., Brooklyn Hospital's Executive Vice
President and Chief Financial Officer, told the Court that the
Debtors want Garfunkel's continued retention because a
substitution at this stage will add unnecessary costs and
administration in the Debtors' bankruptcy cases.

The Debtors believe that Garfunkel, Wild & Travis, P.C., does not
hold or represent any interest adverse to the Debtors or to their
estates.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on
September 30, 2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence
M. Handelsman, Esq., and Eric M. Kay, Esq., at Stroock & Stroock &
Lavan LLP represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $233,000,000 in assets and $337,000,000 in debts.


BROOKLYN HOSPITAL: Has Until March 29 to Decide on Leases
---------------------------------------------------------
The Honorable Carla E. Craig of the U.S. Bankruptcy Court for the
Eastern District of New York extended, until March 29, 2006,
Brooklyn Hospital Center and its debtor-affiliate's period within
which they can elect to assume, assume and assign, or reject their
unexpired nonresidential real property leases.

The Debtors explained that as of the bankruptcy filing, they
are parties to seven unexpired leases of nonresidential real
property.

The Debtors gave the Court four reasons in support of the
requested extension:

   1) because of the vast number of administrative and business
      issues arising from the commencement of their chapter 11
      cases while, at the same time operating their businesses,
      they have been unable to complete the examination and
      analysis of the unexpired leases in order to make an
      informed decision whether or not to assume or reject
      those leases;

   2) the leases are valuable assets of their estates and an
      integral component of their reorganization efforts;

   3) the requested will promote their ability to maximize the
      value of their chapter 11 estates, avoid the incurrence of
      needless administrative expenses by minimizing the
      likelihood of inadvertent rejections of valuable leases or
      premature assumption of burdensome leases; and

   4) they are current on all outstanding post-petition
      obligations under the leases.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$233,000,000 in assets and $337,000,000 in debts.


BROOKLYN HOSPITAL: Look for Bankruptcy Schedules on December 29
---------------------------------------------------------------
The Brooklyn Hospital Center and Caledonian Health Center, Inc.,
sought and obtained an extension, until Dec. 29, from the U.S.
Bankruptcy Court for the Eastern District of New York of their
time to file their schedules of assets and liabilities, and
statements of financial affairs.

The Debtors told the Court that they need the extension because of
the size and complexity of their businesses.  In addition, the
Debtors have a limited staff available to review a large volume of
materials that must be assembled in order to accurately file the
schedules and statements.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$233,000,000 in assets and $337,000,000 in debts.


CALPINE CORP: Can Access Up to $500 Million of DIP Financing
------------------------------------------------------------
Calpine Corporation (OTC: CPNLQ) received approval of first day
motions from the U.S. Bankruptcy Court for the Southern District
of New York.

During a hearing held on Dec. 21, 2005, before the Honorable
Burton R. Lifland, Calpine submitted a number of motions
requesting approvals and received, among other things:

    * interim authorization to continue to perform under power
      trading contracts and

    * the immediate use of $500 million of its $2 billion debtor-
      in-possession financing facility.

The company also received authorization to continue paying
employee wages and salaries and providing benefits.

Robert P. May, Calpine's Chief Executive Officer, stated, "We are
very pleased with the Court's prompt approval of these first day
motions, which will help Calpine continue its normal business
operations without interruption.  In particular, the Court's
authorization to continue to perform under existing and new power
and gas trading contracts and pledge collateral in support of
transactions should provide additional assurance that Calpine
power plants will continue to provide reliable supplies of
electric power to the markets that depend on us."

                     DIP Financing

Calpine received interim Court approval for the immediate use of
up to $500 million of its $2 billion DIP financing facility.  The
company has received commitments for the DIP facility from
Deutsche Bank and Credit Suisse First Boston.  The Court has
scheduled a hearing for Jan. 25, 2006, to consider final approval
of the entire $2 billion DIP financing facility.

"The DIP financing provides us with the much needed liquidity and
flexibility to run our business, and should give assurance to our
natural gas suppliers, gas transportation companies, and other
vendors and suppliers that they will be paid going forward on a
current basis," said Mr. May.  "In turn, our customers can
continue to rely on our power plants for the electricity and other
energy services they depend on Calpine to provide."

Calpine also received authorization from the Court to pay pre-
petition and post-petition employee wages and salaries, and
provide benefits, including healthcare, disability, life insurance
and certain vacation benefits, during its restructuring under
Chapter 11.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance, and operational
services.  Calpine was founded in 1984.

The Debtor and its affiliates filed for chapter 11 protection on
Dec. 20, 2005 (Bankr. S.D.N.Y. Case No. 05-60200).   Richard M.
Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and
Robert G. Burns, Esq., at Kirkland & Ellis LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $26,628,755,663
in total assets and $22,535,577,121 in total debts.


CARDIAC SERVICES: Court Approves GECC's Plan of Reorganization
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee,
Nashville Division, confirmed Dec. 20, General Electric Capital
Corporation's Amended Plan of Reorganization for Cardiac Services,
Inc.  GECC is the holder of the only security interest in Cardiac
Services.

GECC's Plan intends to make the Debtor a viable economic entity
by:

     1) restructuring the Debtor's secured obligation;

     2) the surrender of three mobile catheterization and
        peripheral vascular labs and associated equipment to GECC
        reduce its $1.5 million unsecured claim;

     3) an infusion of capital from the Interest Holders to
        further reduce GECC's secured claim; and

     4) the release of GECC's lien on the Debtor's cash
        collateral in an amount to allow payment of
        administrative, tax, and allowed unsecured claims.

Under the Amended Plan:

     1) General unsecured creditors' allowed $7,308,077 claims
        will be paid the lesser of $250,000 or 50% of the
        principal amount of each unsecured claim.

     2) GECC's $7.9 million secured claim will retain a first
        priority perfected secured interest in the Debtor's
        assets.  On the Effective Date, the Debtor will make a
        $500,000 lump sum payment against GECC's Secured Claim,
        and $2 million of the new capital raised by the Equity
        Interest Holders will be paid to GECC for partial
        satisfaction of its Secured Claim.  The remaining $5.4
        million balance will be paid with 8% annual interest in
        $83,257 monthly installments over the next six years.

     3) Interest Holders are given two options:

         A) Under this option, holders won't be asked to make new
            capital cash contributions to the Debtor.  However,
            their equity interests will be cancelled upon
            confirmation of the Plan; or

         B) Those electing to make new capital contributions to
            the Debtor will receive capital stock in the
            Reorganized Cardiac Services.  Interest holders need
            to contribute a total of $3,000,000, with a minimum
            cash contribution of $2,000,000.  The remaining $1
            million will be in a guaranty form to secure the
            Debtor's obligation to GECC.

If the Interest Holders fail to generate the required
contribution, a Liquidating Trust will be created and GECC will
receive all net proceeds from the sale of the Debtor's assets.

A full-text copy of GECC's Amended Disclosure Statement is
available for a fee at:

    http://www.researcharchives.com/bin/download?id=051020025304

Headquartered in Nashville, Tennessee, Cardiac Services, Inc.,
provides surgical services, mobile catherization and peripheral
vascular labs, and associated equipment.  The Company filed for
chapter 11 protection on March 8, 2005 (Bankr. M.D. Tenn. Case No.
05-02813).  Paul E. Jennings, Esq., at Paul E. Jennings Law
Offices, P.C., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $10 million to $50 million.


CAROLINA TOBACCO: Hires Galbut & Hunter as Special Counsel
----------------------------------------------------------
Carolina Tobacco Company sought and obtained permission from
the U.S. Bankruptcy Court for the District of Oregon to employ
Galbut & Hunter as its special counsel, nunc pro tunc to
May 16, 2005.

The Debtor retained the Firm to represent it in pending state
court litigation in Arizona styled as Carolina Tobacco Company
v. Terry Goddard, Maricopa County Superior Court Case No.
CV 2003-015645.

Specifically, the Firm will:

  (a) prepare and file all documents necessary to stay the pending
      litigation; and

  (b) take any other necessary or advisable action on the status
      of its bankruptcy proceeding or any actions taken by the
      defendants.

The Firm's primary professionals bill:

   Attorney                 Designation    Hourly Rate
   --------                 -----------    -----------
   Martin R. Galbut, Esq.   Attorney          $400
   Megan Bakken             Paralegal          $95

Mr. Galbut assures the Court that his Firm does not hold any
interests adverse to the Debtor's estate.

Headquartered in Portland, Oregon, Carolina Tobacco Company
-- http://www.carolinatobacco.com/-- manufactures Roger-brand
cigarettes.  The Company filed for chapter 11 protection on
April 18, 2005 (Bankr. D. Ore. Case No. 05-34156).  Tara J.
Schleicher, Esq., at Farleigh Wada & Witt P.C., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed $24,408,298 in assets and
$14,929,169 in debts.


CENTENNIAL COMMS: Completes $550 Million Senior Notes Offer
-----------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) completed its
offering of $550 million in aggregate principal amount of senior
notes due 2013.  The senior notes were issued in two series
consisting of:

    (i) $350 million of floating rate notes that will bear
        interest at three-month LIBOR plus 5.75% and mature in
        January 2013 and

   (ii) $200 million of fixed rate notes that will bear interest
        at 10% and mature in January 2013.

Centennial will use the net proceeds from the offering, together
with a portion of its available cash, to pay a special cash
dividend of $5.52 per share to Centennial's common stockholders
and prepay approximately $39.5 million of borrowings under its
senior secured credit facility.  Centennial's board of directors
has approved and declared the special cash dividend of $5.52 per
share to Centennial's common stockholders of record as of the
close of business on December 30, 2005.  The payment date for the
special cash dividend is expected to be on Jan. 5, 2006.

In connection with the completion of the senior notes offering,
Centennial received an amendment to its senior secured credit
facility to permit, among other things, the issuance of the senior
notes and payment of the special cash dividend.

For U.S. federal income tax purposes, Centennial expects that no
more than 10% of the special cash dividend will be taxable as a
dividend.  The remainder will be treated first as a tax-free
return of capital up to each stockholder's tax basis in the
Company's common stock (determined on a per share basis) with any
excess generally being treated as a capital gain.

The senior notes offering was conducted pursuant to Rule 144A
under the Securities Act of 1933, as Amended (the "Securities
Act"), and outside the United States in accordance with Regulation
S under the Securities Act.  The issuance of the senior notes was
not registered under the Securities Act and the senior notes may
not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements.

Based in Wall, N.J., Centennial Communications, (NASDAQ: CYCL) --
http://www.centennialwireless.com/-- is a leading provider of
regional wireless and integrated communications services in the
United States and the Caribbean with approximately 1.3 million
wireless subscribers and 326,400 access lines and equivalents.
The U.S. business owns and operates wireless networks in the
Midwest and Southeast covering parts of six states.  Centennial's
Caribbean business owns and operates wireless networks in Puerto
Rico, the Dominican Republic and the U.S. Virgin Islands and
provides facilities-based integrated voice, data and Internet
solutions.  Welsh, Carson, Anderson & Stowe and an affiliate of
the Blackstone Group are controlling shareholders of Centennial.

At Aug. 31, 2005, Centennial Communications' balance sheet
showed a $465.3 million stockholders' deficit, compared to a
$481.9 million deficit at May 31, 2005.

                            *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
Wall, New Jersey-based regional wireless carrier Centennial
Communication Corp.'s proposed $200 million senior notes due 2012
and $350 million senior floating-rate notes due 2012, both to be
issued under Rule 144A with registration rights.  Proceeds from
these unsecured note issues, together with cash on hand, will be
used to pay an approximate $600 million special dividend to common
shareholders.

At the same time, Standard & Poor's raised the rating on the
company's $750 million secured bank loan to 'B' from 'B-' and the
recovery rating was upgraded to '1' from '2'.  All the other
ratings of Centennial and its related entities, including its
'B-' corporate credit rating, were affirmed and removed from
CreditWatch.  The outlook is stable.


CITIZENS COMMS: Board Names CEO Mary A. Wilderotter as Chairman
---------------------------------------------------------------
Citizens Communications Corporation's Board of Directors appointed
Mary A. Wilderotter, the Company's President and Chief Executive
Officer, as Chairman of the Board of Directors.

In connection with that appointment, Mrs. Wilderotter resigned
from her position as President and now holds the positions of
Chairman and Chief Executive Officer.

Jerry Elliott, formerly Executive Vice President and Chief
Financial Officer, was appointed to the position of President and
until a new Chief Financial Officer is appointed, will also serve
as acting Chief Financial Officer.

Daniel J. McCarthy, formerly Senior Vice President - Field
Operations, was appointed to the position of Executive Vice
President and Chief Operating Officer.

The Company's Board of Directors also elected Jeri Finard to serve
as a Director of the Company.  Ms. Finard was also appointed to
the Company's Compensation Committee.

Mrs. Wilderotter, 50, has been associated with the Company since
September 2004 when she was elected President and Chief Executive
Officer.  Previously, she was Senior Vice President - Worldwide
Public Sector in 2004, Microsoft Corp. and Senior Vice President
- Worldwide Business Strategy, Microsoft Corp., 2002 to 2004.
Before that she was President and Chief Executive Officer, Wink
Communications, 1996 to 2002.  Mrs. Wilderotter is a member of the
board of directors of Quantum Corp. and McClatchy Corp.

Mr. Elliott, 46, has been associated with the Company since March
2002.  He was elected Executive Vice President and Chief Financial
Officer in July 2004.  Previously, he was Senior Vice President
and Chief Financial Officer from December 2002 to July 2004 and
Vice President and Chief Financial Officer from March 2002 to
December 2002.  Prior to joining the Company, he was Managing
Director of Morgan Stanley's Media and Communications Investment
Banking Group.

Mr. McCarthy, 41, has been associated with the Company since
December 1990.  He was elected Senior Vice President, Field
Operations in December 2004.  He was previously Senior Vice
President Broadband Operations from January 2004 to December 2004,
and President and Chief Operating Officer of Electric Lightwave,
LLC, a subsidiary of the Company, from January 2002 to December
2004.  Previously, he was President and Chief Operating Officer,
Public Services Sector from November 2001 to January 2002, Vice
President and Chief Operating Officer, Public Services Sector from
March 2001 to November 2001, and Vice President, Citizens Arizona
Energy from April 1998 to March 2001.

Citizens Communications Corporation is a telecommunications
company headquartered in Stamford, Connecticut.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2005,
Fitch Ratings affirmed the 'BB' rating on Citizens Communications
Company's senior unsecured debt securities and the 'BB-' rating on
Citizens Utilities Trust's 5% company-obligated mandatorily
redeemable convertible preferred securities due 2036.  Fitch said
Citizens' Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Stamford, Connecticut-based Citizens Communications Co., including
the 'BB+' corporate credit rating.  S&P said the outlook is
negative.


COLLINS & AIKMAN: Names New Executives in Key Finance Positions
---------------------------------------------------------------
Frank Macher, President and Chief Executive Officer of Collins &
Aikman Corporation (CKCRQ) reported the following recent financial
executive appointments:

Tim Trenary has been appointed Vice President and Treasurer. Mr.
Trenary joins Collins & Aikman from Federal-Mogul where he most
recently held the position of Finance Director for South America
and the Director, Financial Services and Processes.  Prior to this
role, Mr. Trenary was the Director, Reorganization Finance &
Administration.  Mr. Trenary holds a Bachelor degree in Accounting
from Michigan State University and a Master of Business
Administration from University of Detroit.

Matti Masanovich has been appointed Vice President, Internal
Audit. Mr. Masanovich previous automotive experience includes
positions as Director, Audit Services for Federal-Mogul
Corporation.  Mr. Masanovich holds a Bachelor degree in Finance &
Accounting and a Master of Business Administration in Finance &
International Business from the University of Windsor.  Mr.
Masanovich has worked previously with PricewaterhouseCoopers LLP
in Detroit, Michigan and Coopers & Lybrand in Toronto, Ontario.

Pete Speers has been appointed Vice President, Financial Planning
and Analysis.  Mr. Speers joins the Company from Diversified
Property Solutions where he served as Director, Fixed Asset and
Sarbanes Oxley Consulting Practice.  Mr. Speers' previous
automotive experience includes serving as a Group Controller and
Pricing and Product Development Manager for Visteon Corporation.
Prior to these roles he served in positions of increasing
responsibility for Ford Motor Company.  Mr. Speers holds a
Bachelor degree in Engineering from Michigan Technological
University and a Master of Business Administration in Finance from
The University of Chicago.

"We are extremely pleased to announce the addition of these
executives to Collins & Aikman's management team," said Macher.
"These recent appointments reflect the depth and talent of
financial leadership now at the Company and our commitment to
providing accurate, timely and informative reporting to all
interested parties going forward.

"Their comprehensive experience regarding the financial
requirements of the automotive supply base makes them ideally
suited for the rapidly changing dynamics of our industry.  Their
understanding of our strategic business development plan and the
challenges faced by today's global Tier One suppliers will be
invaluable as Collins & Aikman completes its restructuring and
prepares to emerge from bankruptcy protection."

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts.


COMFORCE CORPORATION: Repurchases $5.5 Million of 12% Senior Notes
------------------------------------------------------------------
COMFORCE Corporation (Amex: CFS) repurchased $5.5 million
principal amount of its 12% Senior Notes due Dec. 1, 2007.  The
company effectuated these repurchases utilizing availability under
its bank credit facility.  Since June 2000, the company has
reduced its public debt from $138.8 million to $46.3 million.

John Fanning, Chairman and Chief Executive Officer of COMFORCE
commented, "We are pleased to announce another significant
repurchase of our higher interest rate debt.  We are continuing to
work with our financial advisers to examine all appropriate
alternatives to refinance our 12% Senior Notes and further improve
our capital structure."

Mr. Fanning continued, "Despite our commitment to further
improving our capital structure, we will not enter into
obligations that we do not view as being in the best interest of
our shareholders.  Our 12% Senior Notes do not mature for almost
two years, and if we find that market conditions are not conducive
to a favorable refinancing at this time, we are fully prepared to
wait until market conditions improve."

COMFORCE Corporation -- http://www.comforce.com/-- provides
specialty staffing, consulting and outsourcing services primarily
to Fortune 1000 companies and other large employers.  The Company
operates in three business segments -- Human Capital Management
Services, Staff Augmentation, and Financial Outsourcing Services.
The Human Capital Management Services segment provides consulting
services for managing the contingent workforce through its PRO
Unlimited subsidiary.  The Staff Augmentation segment provides
Healthcare Support Services, including RightSourcing Vendor
Management Services and Nurse Staffing Services, Technical
Services, Information Technology, Telecom, and Other Staffing
Services.  The Financial Outsourcing Services segment provides
payroll, funding and outsourcing services to independent
consulting and staffing companies.  COMFORCE has 37 offices
nationwide.

At Sept. 25, 2005, COMFORCE Corp.'s balance sheet showed a
$23,977,000 stockholders' deficit compared to a $29,835 deficit at
Dec. 26, 2004.


CONGOLEUM CORPORATION: Gives Updates on Company Matters
-------------------------------------------------------
Congoleum Corporation (AMEX:CGM) made several announcements
regarding its financing arrangements, developments with respect to
its plan of reorganization, and the appointment of two new
directors.

                 Credit Facility Amendment

First, Congoleum reported that the U.S. Bankruptcy Court for the
District of New Jersey approved an amendment to Congoleum's
Debtor-in-possession credit facility at a hearing held on Dec. 19,
2005.  The amendment extended the maturity of that facility for a
year, until Dec. 31, 2006.

                       Plan Filing

Second, Congoleum reported that active negotiations are underway
with respect to the terms of a new plan of reorganization, which
Congoleum expects to file with the Court by Feb. 3, 2006.  In
connection with these negotiations, Congoleum anticipates that the
trustee for holders of its 8.625% notes due in August 2008 will
ask that a committee of bondholders be formed to negotiate
treatment of their claims under the new plan.  The Court has
scheduled a hearing on April 13, 2006 to consider the adequacy of
the plan disclosure statement.

Roger S. Marcus, Chairman of the Board, commented, "We are pleased
that the various parties are engaged in negotiating resolution of
the issues that have been obstacles to confirmation of previous
plans.  It now appears that achieving a consensual plan with the
asbestos claimants is going to require concessions on the part of
Congoleum's bondholders, as well as concessions on the part of
Congoleum's shareholders.  While we do not yet know the specific
terms, it is clear that the interests of all parties will be best
served by a plan that can be confirmed without delay and bring
this very expensive process to an end.  We hope to achieve that
result during the second half of 2006."

                         New Directors

Finally, Congoleum reported that Adam H. Slutsky and Jeffrey H.
Coats were elected to its Board of Directors effective Dec. 16,
2005.

Mr. Slutsky will serve as a Class C director with a term expiring
at Congoleum's 2008 annual meeting of shareholders, filling the
vacancy created by the retirement of Cyril C. Baldwin, Jr. last
month.  Mr. Slutsky is CEO of Mimeo.com, an online document
production company.  Mr. Slutsky previously worked for AOL after
it acquired Moviefone, an internet ticket company he founded.

Mr. Coats will serve in a newly created Class A director position
with a term expiring at Congoleum's 2006 annual meeting of
shareholders.  Mr. Coats is Chief Executive Officer, President and
director of Mikronite Technologies Group Inc., an industrial
technology company, and also serves as a director of Autobytel
Inc.  Prior to that, Mr. Coats was a founder and Managing Director
of TH Lee Global Internet Managers, L.P. after serving in various
positions, including Managing Director, at units of General
Electric Capital Corporation. Both Mr. Slutsky and Mr. Coats will
serve on the Audit Committee of Congoleum's board.

Mr. Marcus commented, "We consider ourselves very fortunate to
have Adam Slutsky and Jeff Coats joining the board at this time.
They each bring a wealth of talent and experience to complement
that of the existing directors, and I look forward to their
contributions as we move the business ahead."

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago. Domenic
Pacitti, Esq., at Saul Ewing, LLP, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $187,126,000 in total assets and
$205,940,000 in total debts.

At. Sept. 30, 2005, Congoleum  Corporation's balance sheet showed
a $35,614,000 stockholders' deficit compared to a $20,989,000
deficit at Dec. 31, 2004.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX:ABL).


CONSOLIDATED CONTAINER: Closes Acquisition of Steel Valley
----------------------------------------------------------
Consolidated Container Company completed its acquisition of
substantially all of the assets of Steel Valley Plastics of
Warren, Ohio -- a manufacturer of 3 and 5-gallon polycarbonate
water bottles.  This transaction, announced as pending on
December 5, 2005, closed on December 14.  Terms of the acquisition
were not disclosed.

Concurrently, the Company disclosed its intention to wind down
operations in its polycarbonate manufacturing facility in
Leetsdale, Pennsylvania immediately, with the goal of closing the
facility in mid-February.  The Company will also be expanding the
new Warren, Ohio plant, adding two more manufacturing lines, a
significant amount of support equipment and increasing the size of
the Warren facility.  The expanded plant will employ 25-30 people.

Jeff Greene, President and CEO of CCC, stated, "The acquisition
and expansion of the Steel Valley Plastics plant will allow CCC to
significantly upgrade the quality and service of its polycarbonate
manufacturing facilities in the Northeast and Great Lakes regions.
The consolidation of the Leetsdale and Warren platforms into a
single entity will create a significantly better manufacturing
operation that will enable us to service our customers more
quickly and with a wider range of products than ever before in
this region."

The acquisition of Steel Valley Plastics marks the third
acquisition this year.  Previous acquisitions included STC
Plastics of Chino, California, purchased in February, and Mayfair
Plastics of Carson, California, purchased in June.

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

As of Sept. 30, 2005, the Company's equity deficit widened to
$78.57 million from a $67.95 million deficit at Dec. 31, 2004.


CURATIVE HEALTH: Restructuring Plan Cues S&P to Withdraw D Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Curative Health Services Inc., including the 'D' corporate credit
and senior unsecured debt ratings.

The ratings were previously lowered to 'D' on Dec. 5, 2005,
reflecting the company's failure to make the required interest
payment on its senior unsecured notes.

The company announced its entrance into a plan support agreement,
under which the senior unsecured noteholders agreed to a
consensual financial restructuring under Chapter 11 of Title 11 of
the U.S. Bankruptcy Code.


DELTA AIR: Walks Away from Monarch Centre Lease
-----------------------------------------------
As reported in the Troubled Company Reporter on Nov. 10, 2005,
Delta Air Lines, Inc., and Monarch Centre Association, LLC, are
parties to an ATL Lease Agreement, dated September 1, 1997.

Delta Air Lines Inc. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to:

   -- reject the lease, effective October 31, 2005, under Section
      365(a) of the Bankruptcy Code; and

   -- abandon the personal property associated with the Lease
      under Section 554(a).

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
explains that the Lease governs the Debtors' use and occupancy of
certain office space located at 3424 Peachtree Road NE, Suite
1745, in Atlanta, Georgia.  Pursuant to the terms of a separation
agreement between Delta and Ronald Allen, a former chief
executive officer of Delta, the Debtors maintain the Office Space
for the benefit and personal use of Mr. Allen.  Delta does not
otherwise use the Office Space and derives no benefit from the
maintenance of the Office Space.

As part of their ongoing restructuring efforts, the Debtors have
determined that the Office Space and, therefore, the Lease, are
not necessary to their continued business operations.

The personal property that the Debtors seek to abandon is of
inconsequential value and of no benefit to their estates, Mr.
Huebner adds.

                      *     *     *

The Court authorizes Delta Air Lines, Inc., to reject its ATL
Lease Agreement with Monarch Centre Association, LLC, effective
Oct. 31, 2005.  The Court also authorizes the Debtor to abandon
the personal property associated with the Lease.

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


DELTA AIR: Macquarium Wants Delta Technology to Decide on Contract
------------------------------------------------------------------
Macquarium, Inc., asks the U.S. Bankruptcy Court for the Southern
District of New York to compel Delta Technology, LLC, to assume or
reject their Professional Services Agreement, dated September 29,
2003.

Macquarium is an Atlanta-based professional services company that
specializes in Web development, enterprise content management,
and other computer software consulting services.  Macquarium has
provided services to Delta Technology through a series of
agreements since February 2003.

Pursuant to that PSA, Macquarium is presently performing under
two Statements of Work:

    (A) Under the Knowledge Management SOW, entered into effective
        April 22, 2005, Macquarium is providing services to
        produce an enterprise content management system to permit
        Delta and its call center workers to access and use
        information contained in its Global Reference System more
        efficiently.  The original estimate for the Knowledge
        Management project was $718,308, with a projected $478,000
        remaining.  Delta owed $178,878 on this project on
        September 14, 2005; and

    (B) Under the DeltaNet Portal SOW, entered into on May 26,
        2005, Macquarium is providing services in development of
        the Delta Air Lines Employee Portal/Content Management
        System, which is intended to implement Delta Technology's
        worldwide employee communication program.  The original
        project estimate for the DeltaNet Portal SOW was $99,000,
        with approximately $45,000 remaining based on current
        projections.  Delta owed $19,980 on the DeltaNet project
        on September 14.

Macquarium expects to complete the Knowledge Management Project
by March 2006, and the DeltaNet Portal project by December 2005.

During the course of their transactions, Delta has repeatedly
asked Macquarium to provide services at reduced rates, invoking
the parties' close relationship and Delta's professed need to cut
costs in an effort to avoid bankruptcy, Lynn E. Judell, Esq., at
Andrews Kurth LLP, in New York, tells the Court.

Macquarium agreed to the changes on at least three occasions.
Most recently, earlier this year, Macquarium agreed to reduced
rate structures in connection with the Knowledge Management and
DeltaNet projects that are presently under way.

Delta Technology also requested extended credit terms to assist
in its cash flow control efforts.  Macquarium agreed and,
prepetition, provided 45-day terms on monthly invoices, based on
assurances that those terms would be strictly adhered to by
Delta.  Thus, Macquarium was essentially financing the costs of
the projects for up to 75 days at a time.

Delta Technology complied with these extended payment terms for a
period of time, until the payment of $72,978 that was due on
September 14, 2005, upon which it defaulted.  An additional
$125,881 is also owed for prepetition services provided, for a
total estimated prepetition liability of $198,858.

Since its bankruptcy filing, Delta Technology has demanded that
Macquarium continue, not only to provide services, but also to
extend financial accommodations to Delta through the extended
45-day to 75-day financing terms, even threatening litigation and
sanctions should Macquarium cease to do so.

Ms. Judell asserts that Delta should not be permitted to use the
automatic stay to force Macquarium to continue to extend
burdensome financial accommodations postpetition.  She notes that
Section 365(e)(2)(B) does not permit a debtor to force provision
of postpetition financial accommodations under any circumstances.

"Macquarium does not enjoy the luxury of such tactics itself,"
Ms. Judell remarks.  "It must continue paying its employees and
contractors.  It has no assurances, beyond the apparent present
availability of DIP financing, that it will ever be paid even for
its postpetition services.  This is in addition to the heavy
burden already imposed on Macquarium's finances by Delta's
$198,858 default pre-bankruptcy."

Unlike, for instance, a long-term lease that may or may not turn
out to be useful to a restructured Delta Technology, Ms. Judell
notes that Macquarium's agreements, intended to cut costs and
increase efficiencies, are part and parcel of Delta Technology's
restructuring effort.

Quite simply, regardless of what may be the case with respect to
executory contracts generally, Delta Technology does not need any
more time to make the decision required by Section 365(a) with
respect to the Macquarium agreements.  Ms. Judell asserts that
Delta should be directed to move either to assume or reject those
agreements within 10 days after the Court approves Macquarium's
request.

If for any reason Delta Technology persuades the Court that it
cannot make up its mind yet with respect to assumption or
rejection of the Macquarium agreements, Macquarium then in all
equity should not be required to continue to finance the projects
in the meantime, Ms. Judell continues.

For any extension beyond ten days of the time for Delta's
decision, Macquarium requests that it be authorized to cease
performing services on the Projects until Delta either assumes or
rejects the agreements.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Carrier Says Macquarium's Motion Has No Basis
--------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to deny the
request of Macquarium, Inc. to compel Delta Technology, LLC, to
assume or reject their Professional Services Agreement, dated
September 29, 2003.

According to Benjamin S. Kaminetzky, Esq., at Davis Polk &
Wardwell, in New York, Macquarium demanded that the Debtors
decide on the PSA after its failed attempt to force the Debtors
to concede to new contractual terms favorable to Macquarium.

Mr. Kaminetzky avers that Macquarium is now attempting to
circumvent two key debtor protections integral to the bankruptcy
process -- the automatic stay of Section 362 of the Bankruptcy
Code and the breathing room provided in Section 365 to analyze
executory contracts -- to transform its unsecured, prepetition
claim into immediate cash in full, bypassing every other
creditor.

Mr. Kaminetzky recounts that Delta Technology recently offered to
modify and curtail payment terms if Macquarium would withdraw its
request.

Macquarium refused and, instead, demanded immediate payment for
its prepetition services, or a commitment to expand its business
with Delta Technology in 2006 to the tune of a guaranteed
$3,000,000.  Macquarium asserts it is owed $198,858 prepetition
under the Statement of Work entered into under the PSA.

Mr. Kaminetzky asserts that Macquarium's request -- which, if
granted, would only allow the Debtors 10 days to evaluate the
Agreement -- is without foundation.

Mr. Kaminetzky assures the Court that the denial of the request
would not unduly prejudice Macquarium.  Delta Technology intends
to make all postpetition payments to Macquarium as required,
which is the same treatment that Debtors have provided to other
similarly situated creditors.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Court Enters Order Restricting Equity Trading
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered an order that imposes substantial restrictions on trading
in equity interests in and debt claims against Delta Air Lines,
Inc. and affiliates.

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


DELTAGEN INC: Files Second-to-Last Monthly Operating Report
-----------------------------------------------------------
Deltagen, Inc. (Pink Sheets:DGEN) filed the monthly operating
report relating to its October 2005 results with the United States
Bankruptcy Court for the Northern District of California, San
Francisco Division, on Dec. 14, 2005.  Deltagen intends to file
the November MOR with the Court on or about December 20, 2005.

Because Deltagen's chapter 11 plan of reorganization took effect
on Nov. 29, 2005, the November MOR will be the last MOR Deltagen
will file with the Court.

Deltagen will continue to file quarterly post-confirmation reports
with the Court as and when required.

Although Deltagen has no obligation to make public disclosure with
respect to its results of operations or other matters, it
currently intends to announce its 2005 financial results sometime
during the first quarter of 2006.  Deltagen also currently intends
to announce quarterly results for 2006.

Deltagen Inc. provides essential data on the in vivo mammalian
functional role of newly discovered genes.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 27, 2003
(Bankr. N.D. Calif. Case No. 03-31906).  Alan Talkington, Esq.,
and Frederick D. Holden, Esq., at Orrick, Herrington and
Sutcliffe, and Henry C. Kevane, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors.  On
Nov. 14, 2005, Judge Montali confirmed the Debtors' Joint Plan of
Reorganization.


DORAL FINANCIAL: Board Authorizes Redemption of $75MM Senior Notes
------------------------------------------------------------------
Doral Financial Corporation (NYSE: DRL) reported that, following
the recent announcement of its proposed timetable for the
completion of the restatement, its Board of Directors had
authorized a number of initiatives designed to mitigate the
uncertainty that could result in the event it were to receive a
notice of default under its public indentures and thereby allow
Doral to complete its restatement process in an orderly manner.

Specifically, the Board has authorized the redemption in whole of
Doral's 7.84% Senior Notes due October 10, 2006 in the aggregate
principal amount of $75 million.  Pursuant to the terms of the
indenture governing the Notes, the Notes will be redeemed at a
redemption price equal to the greater of:

     (i) 100% of their principal amount; and

     (ii) the sum of the present values of the remaining scheduled
          payments of principal and interest thereon discounted to
          the date of redemption on a semiannual basis at the
          Treasury Yield plus 25 basis points, plus in each case
          accrued interest to the date of redemption.

Doral expects that the redemption price will exceed 100% of the
principal amount of the Notes.  As required by the terms of the
indenture, the Company will retain an independent investment bank
to calculate the redemption price.  Doral intends to issue a press
release setting forth the date fixed for redemption as soon as
practicable.

Doral also announced that it will commence a consent solicitation
to solicit the bondholders under the indenture dated as of
May 14, 1999 to temporarily forbear their right to declare an
event of default as a result of the Company's failure to comply
with its reporting obligations under the 1999 Indenture. Doral
will hire a consent solicitation agent for these purposes.  The
terms and conditions of the consent solicitation will be set forth
in a Consent Solicitation Statement to be delivered by the consent
solicitation agent.  Doral expects to commence the consent
solicitation as soon as practicable.

Doral also reiterated that it expects to 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.

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.


DURATEK INC: Board Names Admiral Henry Executive Vice President
---------------------------------------------------------------
Duratek, Inc.'s (NASDAQ:DRTK) Board of Directors has elected
Joseph G. Henry, Rear Admiral, USN (Ret.) to the newly created
position of Chief Operating Officer and Executive Vice President.

Admiral Henry has served as Chief Operating Officer of Duratek's
Federal Services organization since joining the Company in March
of 2004.  Prior to joining Duratek, he served in the U.S. Navy for
33 years, retiring as a Two-Star Admiral.  During his naval
service, he commanded two nuclear submarines and Submarine Group
Ten, which included 10 Trident Submarines and the Nuclear Repair
Facility in Kingsbay, Georgia.  Admiral Henry's last assignment
with the Navy was Director of Personnel Plans and Policy where he
had cognizance over personnel issues and the Navy's $23 billion
personnel budget.  He is a graduate of the U.S. Naval Academy,
holds an MBA from Brenau University, and completed the Senior
Officer in National Security Program at Harvard's John F. Kennedy
School of Government.

Duratek President and CEO, Robert Prince said, "Creating the
position of Chief Operating Officer is integral to our strategic
development plan, enabling me to focus on strategic growth
initiatives, backed by a strong COO leading day-to-day operations.
Joe Henry has developed an excellent relationship with customers
and employees since joining Duratek and will be a highly effective
leader for our operations. I'm looking forward to working with Joe
in his new role to continue to enhance Duratek's performance."

Duratek Inc. provides radioactive materials disposition and
nuclear facility operations for commercial and government
customers.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2003,
Standard & Poor's Rating Services assigned its 'BB-/Stable/--'
corporate credit rating to Columbia, Maryland-based Duratek, Inc.

At the same time, Standard and Poor's assigned its 'BB-' rating to
Duratek's $145 million senior secured credit facilities.


DYNEGY INC: Moody's Raises Sub. Debentures' Rating to B2 from Caa2
------------------------------------------------------------------
Moody's Investors Service upgraded the long term debt ratings of
Dynegy Inc. (Dynegy, NYSE: DYN) and its subsidiaries.  The Dynegy
Holdings Inc. (DHI) Corporate Family Rating was raised to B1 from
B3.  These rating upgrades reflect completion of Dynegy's
restructuring over the past several years that has resulted in a
more focused merchant power generation company with less debt.
This action concludes the rating review announced on May 9
following the company's announcement that it intended to sell its
midstream natural gas liquids business (DMS).

In addition, DHI's Speculative Grade Liquidity Rating was affirmed
at SGL-2, reflecting our expectation for good liquidity for the 12
months ending December 31, 2006.  The outlook is stable.

DHI's B1 corporate family rating is supported by the company's
diversified electrical generation asset base that should benefit
from:

   * an expected recovery in the power market;

   * management's demonstrated discipline through several years of
     restructuring the company that considers the needs of debt
     holders; and

   * its significant cash balances with no near term maturities.

Dynegy's rating is restrained by:

   * the company being in a single line of business that is
     dependent on improving power markets;

   * its high absolute leverage; and

   * ongoing liquidity requirements related to hedging and
     customer risk management.

These long term ratings were affected:

  Dynegy Holdings Inc.:

   -- Senior Secured Revolving Credit Facility to Ba3 from B2

   -- Second Priority Senior Secured Global Notes to B1 from B3

   -- Senior Unsecured to B2 from Caa2

   -- Shelf (Senior Unsecured/Subordinated/Preferred) to
      (P)B2/(P)B3/(P)Caa1 from (P)Caa2/(P)Ca/(P)C

  Dynegy Inc.:

   -- Convertible Subordinated Debentures to B2 from Caa2

   -- Shelf (Senior Unsecured/Subordinated/Preferred) to
      (P)Caa1/(P)Caa2/(P)Caa3 from (P)Ca/(P)C/(P)C

  NGC Corporation Capital Trust I:

   -- Trust Securities to B3 from Ca

  Roseton and Danskammer:

   -- Pass-Through Certificates to B2 from Caa2

  Dynegy Capital Trust II:

   -- Shelf to (P)B3 from (P)Ca

  Dynegy Capital Trust III:

   -- Shelf to (P)Caa1 from (P)C

Dynegy has effectively completed the restructuring it began in
2002 following Enron's bankruptcy and the subsequent collapse of
the merchant energy sector.  Dynegy:

   * sold non-core assets,
   * repaid debt,
   * improved liquidity,
   * restructured tolling agreements, and
   * settled litigation.

Dynegy has emerged from this restructuring as a company with a
single line of business focused on merchant electric power
generation.  Dynegy currently owns a 12,769 MW portfolio of
generation assets that is diversified by type of generation
dispatch, fuel source and geographic region.  Dynegy's portfolio
provides a mix of consistent cash flow from its baseload and
intermediate plants, while its gas-fired peaking units provide
upside exposure to an expected recovery in the power markets.
Notwithstanding Dynegy's portfolio diversification, the company is
totally exposed to an overbuilt power generation market and the
company's long term viability and recovery depends on:

   * stronger power demand,
   * higher electricity prices, and
   * improved spark spreads.

Dynegy expects its power generation business to generate EBITDA of
$725 to $825 million in 2006.  After factoring in corporate
overhead and interest expense, Moody's expects the company's funds
from operations to be less than half this level.  Assuming capex
of around $200 million, Dynegy should be free cash flow positive
in 2006.  While this would be a significant improvement, Dynegy
needs to demonstrate it can deliver this level of operating and
financial performance consistently.  In addition, the company
needs power prices to continue improving in 2006.  Moody's B1
corporate family rating reflects our expectation for some
improvement in this market.

At the end of 2005, Moody's expects Dynegy will have about $4
billion of balance sheet debt, which includes the ChevronTexaco
convertible preferred but does not include the $900 million non-
recourse debt at Sithe Energies.  Adding other liabilities using
Moody's standard adjustments, principally the Roseton and
Danskammer leases, raises adjusted debt to about $5 billion.  This
would imply that FFO/debt, assuming $350 million of run-rate FFO,
is currently about 7%.

Dynegy sold DMS on October 31 for $2.4 billion and used about $800
million of the proceeds to repay debt.  Moody's estimates that at
year-end 2005 Dynegy will have about $1.3 billion cash on hand.
Dynegy expects to use this excess cash to repay debt but it
reserves the right to use the funds to acquire assets.  If Dynegy
used $0.5-1 billion of its cash to repay debt, its FFO/debt would
increase to the 8-9% range.

Again, Moody's would emphasize that Dynegy has not committed to
repay debt with its excess cash and may use it to invest in other
assets.  In addition, the company's cash flow projections assume
improvement in power market fundamentals.  However, the B1
corporate family rating is based on a reasonable expectation of
slowly improving operating and financial performance and some
degree of debt reduction.  The B1 rating is also supported by
Dynegy's capital structure with limited debt maturities over the
next several years, which should provide additional time for power
market recovery.

Moody's analyzed the asset value of Dynegy's generation fleet,
using a range of values for its three types of plants:

   * coal-fired baseload,
   * mixed fuel and natural gas intermediates, and
   * gas-fired peaking plants.

Moody's excluded the Independence (Sithe Energies) plant as it is
capitalized separately with secured non-recourse project finance
debt.  The remaining facilities are conservatively estimated to be
worth between $5 billion and $7.5 billion, which, even at the low
end, would cover all of Dynegy's debt.  Additional debt repayment
would provide even greater asset coverage of the remaining debt.

Dynegy's B1 corporate family rating reflects:

   * the size and scale of its overall asset mix;

   * its operating performance;

   * leverage; and

   * cash flow coverage metrics compared to other merchant
     generating companies.

Starting from the CFR, Moody's notched the individual debt
instruments as:

   -- DHI senior secured bank debt notched up one level to Ba3
      reflecting its security and control by the banks.

   -- DHI senior secured second priority notes rated the same as
      the B1 CFR reflecting priority ahead of unsecured debt and
      that they represent about 45% of balance sheet debt.

   -- DHI senior unsecured notched down one level to B2.  These
      notes had previously been notched two levels to the CFR
      reflecting a lower likelihood of recovery, but the asset
      valuation indicates strong chance of par recovery so the
      revised rating is a more typical single notch difference
      from the CFR.

   -- DHI shelf (subordinated/preferred) notched two and three
      notches, respectively, reflecting the effective
      subordination of the senior unsecured notes and the lower
      likelihood of recovery.

   -- Dynegy, Inc. convertible subordinated debentures and Roseton
      and Danskammer pass through certificates rated B2, same as
      DHI senior unsecured.

   -- Dynegy, Inc. shelf is rated behind DHI reflecting structural
      subordination and a lower likelihood of recovery at this
      entity.

   -- NGC Corporation Capital Trust I trust securities are
      rated B3, the same as DHI subordinated debt.

   -- Dynegy Capital Trust II and Dynegy Capital Trust III rated
      the same as DHI's subordinated and preferred ratings,
      respectively.

Dynegy's SGL-2 rating reflects Moody's expectation of good
liquidity for the 12 months ending December 31, 2006.  Dynegy has
a very good ability to meet its funding needs with internal
sources, including well over $1 billion in cash; however its
current bank credit facilities do not provide incremental
liquidity as they require cash collateral for borrowings and
letters of credit.  The facilities are also secured by
substantially all of the company's assets, including the stock in
its subsidiaries.

Moody's expects that over the next four quarters, operating cash
flow alone may not be able to fund all of Dynegy's cash needs,
including capex.  However, it is expected that the company's
forecasted December 31, 2005 cash balances of $1.3 billion will
more than cover any further cash needs.

At September 30, 2005, Dynegy had $1.3 billion in credit
facilities, consisting of:

   * a $700 million revolving credit; and

   * a $600 million term loan ($593 million outstanding that was
     repaid with DMS proceeds).

On October 31, Dynegy amended and restated its credit facilities
into $1 billion facilities, consisting of a $400 million letter of
credit facility and a $600 million revolving credit facility.
Both facilities are required to be collateralized with cash equal
to 103% of outstanding letters of credit or borrowings.  The
revolving credit facility matures at the end of December and
Dynegy expects to replace it with a new facility during the first
quarter 2006; however, until it does Dynegy's liquidity will be
limited to its cash balances.

The stable outlook reflects Moody's expectation of Dynegy's
continued operating performance improvement as the power markets
recover, continued debt reduction and improving leverage, while
maintaining at least $600 million liquidity.  The stable outlook
also recognizes the possibility that Dynegy will use some of the
proceeds from the DMS sale to purchase assets; however Moody's
expects that management will exercise discipline to achieve at
least credit neutral metrics.

Dynegy's rating could improve through a combination of:

   * improving operational performance;

   * consistent positive free cash flow; and

   * cash flow coverage (FFO/debt) that is expected to be
     above 10%.

Dynegy's rating could drop as a result of:

   * deteriorating operating or financial performance relative to
     its plan;

   * a leveraging acquisition; or

   * liquidity materially below $500 million.

Headquartered in Houston, Texas, Dynegy Inc. is the parent of
Dynegy Holdings Inc.  Dynegy's primary business is power
generation.


EASYLINK SERVICES: Earns $300K of Net Income in Third Quarter
-------------------------------------------------------------
EasyLink Services Corporation (NASDAQ: EASYE) reported its
financial results for the third quarter ended September 30, 2005.

For the third quarter 2005 the Company reported revenues of
$19.7 million and net income of $.3 million, in accordance with
its previously issued guidance.  Revenues for the third quarter of
$19.7 million compare to $20.1 million in the second quarter of
this year and $22.5 million in the third quarter of 2004.  Net
income for the third quarter was $.3 million, which compares to
$.8 million in the second quarter of this year and $4.2 million in
the third quarter of 2004.  Gross margin declined to 59% in the
third quarter of 2005 as compared to 65% in the second quarter of
2005 and 62% in the third quarter of 2004.

The Company further reported that it had earnings before interest,
taxes, depreciation and amortization during the third quarter of
2005 of $1.9 million.  This compares to $2.6 million during the
second quarter of 2005.  EBITDA for the third quarter includes a
gain of $1.9 million from the disposition of our domain name
purchase option partially offset by losses totaling $.7 million
from the sale of our fax businesses in Singapore and Malaysia and
the sale of our shares of Infocrossing stock.  In the third
quarter of 2004 EBITDA amounted to $7.6 million, which included a
$4.1 million gain from the sale of our Mailwatch service line.
EBITDA is not a financial measure within generally accepted
accounting principles.

Cash and cash equivalents at the end of the third quarter were
$8.4 million, as compared to $12.2 million at the end of 2004.
The decline in cash includes $3.8 million in capital spending
primarily associated with the Company's consolidation of its
Bridgeton, Missouri, data center into its Piscataway, New Jersey,
headquarters data center.

Thomas Murawski, Chairman, President, and CEO of EasyLink
commented: "We are pleased to be able to announce our third
quarter results, and report that with the completion of our
restatements and the filing of our third quarter 10Q the
transition to our new public accounting firm is now complete.
With this now in place we anticipate that the E following are
trading symbol will be removed shortly.  Our third quarter results
were in line with expectations, which were tempered somewhat by
the restructuring of our domestic sales organization, which
started in May.  Our Transaction Management Services unit recorded
third quarter revenues of $4.5 million, including a $300,000 one-
time sale of an electronic invoicing system for one of the world's
largest travel services companies.  Transaction Management
Services revenue has grown 37% over the first 9 months of the year
versus the same period last year.  Transaction Management Services
recurring revenue will be relatively flat in the fourth quarter
primarily driven by delays in customer implementations but is
expected to resume its growth trend in the first quarter of 2006
as a result of several major deals which are now being implemented
or ramped to their revenue potential.  For the second quarter of
2006 we expect Transaction Management revenues to be around
$5.5 million."

                       Nine Months Results

Revenues for the nine months ended September 30, 2005 were
$60.1 million as compared to $70.9 million for the same period in
2004.  In 2005, the Company had a net loss of $1.6 million.  The
Company reported net income of $6.9 million for the nine months
ended September 30, 2004.

Earnings before interest, taxes, depreciation and amortization
during the nine months ended September 30, 2005 amounted to
$3.5 million.  For the nine months ended September 30, 2004 EBITDA
amounted to $15.2 million.

                        Business Outlook

EasyLink expects the following for the fourth quarter of 2005:

   -- total revenues of approximately $18 to $18.6 million and
      gross margin of approximately 59%.  The Company anticipates
      its Transaction Delivery revenue to be in the range of
      $14 million to $14.4 million and its Transaction Management
      revenue to be in the range of $4 million to $4.2 million for
      the fourth quarter.

   -- net results are expected to be a net loss of $.01 to $.02
      per share.

EasyLink Services Corporation (NASDAQ: EASYE), --
http://www.EasyLink.com/-- headquartered in Piscataway, New
Jersey, is a leading global provider of outsourced business
process automation services that enable medium and large
enterprises, including 60 of the Fortune 100, to improve
productivity and competitiveness by transforming manual and
paper-based business processes into efficient electronic business
processes.  EasyLink is integral to the movement of information,
money, materials, products, and people in the global economy,
dramatically improving the flow of data and documents for
mission-critical business processes such as client communications
via invoices, statements and confirmations, insurance claims,
purchasing, shipping and payments.  Driven by the discipline of
Six Sigma Quality, EasyLink helps companies become more
competitive by providing the most secure, efficient, reliable, and
flexible means of conducting business electronically.

                         *     *     *

                      Going Concern Doubt

KPMG LLP expressed substantial doubt about EasyLink's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal year ended Dec. 31, 2004.
The company said it again received that going concern
qualification notwithstanding the significant improvements in its
financial condition and results of operations over the past three
years.  The auditors point to the company's working capital
deficiency and an accumulated deficit.  The company also received
qualified opinions from its auditors in 2000, 2001, 2002 and 2003.


ELCOM INT'L: Sale of New AIM-Traded Shares Raises $7.4 Million
--------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO; AIM: ELC
and ELCS) secured $7.4 million (4.2 million pounds sterling),
through an issue of 277,685,000 new Elcom common shares at a price
of 1.5 pence or $0.0266 per share.  From the proceeds of the New
Issue, the Company will repay loans, plus accrued interest,
totaling $1.7 million (1.0 million pounds sterling), resulting in
proceeds to the Company of $5.7 million (3.2 million pounds
sterling).

In addition, loans from a non-U.S. investor(s), including accrued
interest, of $500,000 (300,000 million pounds sterling), will
convert into additional shares, resulting in an additional
20,563,711 New Shares being issued at the New Issue price.  The
total value of the New Shares issued in the New Issue and the loan
conversion by a non-U.S. investor represents $7.9 million (4.5
million pounds sterling) at the New Issue price.

This issuance of the New Shares was made in reliance on the
exemption from registration under Regulation S of the U.S.
Securities Act of 1933, for offers and sales of securities outside
the U.S.  Under Regulation S, the holders of the New Shares are
prohibited from reselling such shares in the U.S. to U.S. persons
or entities or for the benefit or account of a U.S. person, for a
one-year period.  During this one-year period, holders of the New
Shares may otherwise trade such shares in the United Kingdom
through the facilities of the London Stock Exchange's AIM market
and outside the U.S., pursuant to Regulation S and subject to
securities laws applicable in the jurisdictions in which such
shares are traded.  The New Shares are listed under the symbol
'ELCS' (the 'S' denoting Regulation S shares) and trade on AIM but
will not commingle with the Company's common stock traded on the
OTCBB (and AIM under the symbol 'ELC'), until and unless the
Company registers the shares under the U.S. Securities Act of 1933
or an exemption from registration is available.

                           Bridge Loans

Mr. Crowell, the Chairman and CEO of the Company, and Mr. Smith,
the Vice- Chairman of the Company, have previously made bridge
loans to the Company totaling $120,000 each, as disclosed in
previous filings.  Mr. Crowell's loans, together with the interest
thereon at 8%, will be repaid from the proceeds of the New Issue.
Mr. Smith's loan of $120,000, together with the interest thereon
at 8%, will be converted into approximately 4.6 million common
shares (at approximately $0.0276 per share), pursuant to the
exemption from registration under Regulation D.  This conversion
will be at a price slightly higher than the New Issue price and
will be consummated subsequent to the New Issue.

Under the arrangements described above, Elcom has allotted
298,248,711 New Shares, representing approximately 83% of the
359,530,571 shares outstanding after the New Issue and conversion
of non-U.S. investor loans.  Application has been made for these
shares to be admitted to AIM, which was expected to become
effective by Dec. 21, 2005.  The company has undertaken, in
certain circumstances, to effect the registration of the New
Shares under the U.S. Securities Act of 1933.  Smith & Williamson
Corporate Finance Limited is the company's nominated adviser and
assisted the Company in this transaction.

Robert J. Crowell, Elcom International, Inc.'s Chairman and CEO
said, "This financing has been in process for many months and
represents the foundation for Elcom's future growth, including the
Zanzibar eMarketplace in the U.K., our second government contract,
which, quite possibly could be the largest government eMarketplace
in the world in short order.  I would like to thank all of our
channel partners and clients who have supported and assisted Elcom
over the past year."

Mr. Crowell continued, "Importantly, we expect this financing to
allow us to expand our presence in the U.S. through various
initiatives currently underway, two of which were contingent on
receiving this funding.  These U.S. initiatives are in the early
stages, such as Oakland Unified School District's eMarketplace,
but could be substantial in the future.  I believe this financing
will allow us to position Elcom as a leading provider of public
sector integrated eProcurement and eMarketplace systems across the
world, and will result in additional opportunities for the Company
with other governments as well as in the private sector.  We
intend to move very quickly from a reactive mode to a proactive
model."

As a result of the New Issue, the anti-dilution provision
contained in the company's 10% Convertible Debentures that were
issued in 2003 has been triggered.  Hence, following the New
Issue, the conversion rate for the approximately $1.3 million
principal amount of the Convertible Debentures, and accrued
interest thereon, will be $0.046 per share versus the original
$0.1246 per share conversion rate.

                   Separate Functions

The company also said that in accordance with accepted best
practices in corporate governance, it will separate the functions
of Chairman of the Board and Chief Executive Officer.  Effective
Dec. 21, 2005, Robert J. Crowell will continue as Chairman of the
Board and John E. Halnen, current President and Chief Operating
Officer, will assume the additional role of CEO.

Robert J. Crowell, the Company's Chairman of the Board, stated,
"With the Zanzibar eMarketplace contract in place and the
Company's long-awaited financing completed, I am pleased to have
my role in the Company shift, as it has over the last six months
or so, to a more strategic planning one.  Leading the planning for
the future of the Company, in conjunction with the Board including
John Halnen as a director and as CEO, is something I am very much
looking forward to."

John E. Halnen, the President and new CEO, stated, "With multiple
new initiatives coming on line in the U.S. and U.K., I look
forward to my enhanced responsibilities.  With over ten years with
Elcom and eight years with Bob Crowell previously at NEECO, Inc.,
I feel our ability to work together is about as strong as it can
be.  I believe Elcom is uniquely positioned to take advantage of
emerging demand for public and private sector eMarketplaces and
look forward to new opportunities in the future."

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS) -- http://www.elcominternational.com/-- operates elcom,
inc, an international B2B Commerce Service Provider offering
affordable solutions for buyers, sellers and commerce communities
to automate many or all of their purchasing processes and conduct
business online.  PECOS, Elcom's remotely-hosted flagship
solution, enables enterprises of all sizes to achieve the many
benefits of B2B eCommerce without the burden of infrastructure
investment and ongoing content and system management.

At Sept. 30, 2005, Elcom International, Inc.'s balance sheet
showed a $6,010,000 stockholders' deficit compared to a $2,840,000
deficit at Dec. 31, 2004.


EPIXTAR CORP: Wants Open-Ended Deadline to Decide on Leases
-----------------------------------------------------------
Epixtar Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of Florida to extend the deadline
within which they can assume, assume and assign or reject
unexpired non-residential real property leases until the
confirmation date of their plan of reorganization.

The Debtors are parties to and guarantors of the leases.  A list
of their leases is available for free at:

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

The Debtors tell the Court that they have focused their efforts to
negotiating with Laurus Master Fund, Ltd., their primary lender,
to obtain DIP financing and cash collateral use necessary to the
viability of their business operations.

The extension will provide the Debtors more time to analyze the
financial and logistic information necessary to determining the
leases they will need to assume in order to continue their
operations post-confirmation.

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


FRONTIER INSURANCE: Court Confirms Amended Reorganization Plan
--------------------------------------------------------------
The Hon. Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York confirmed the First Amended Plan of
Reorganization filed by Frontier Insurance Group Inc.

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

                       Terms of the Plan

Under the Plan, the Debtor will emerge under the sole control of
Insurance Management Group, LLC -- Frontier's largest single
creditor and holder of secured and senior debts.

In general, Insurance Management will receive 100% of the
Reorganized Debtor's stock while the rest of the creditors will
receive distributions from recoveries of the Debtor's Causes of
Actions.

A Creditor Trust will be established to liquidate trust assets and
make distributions to creditors.

                       Treatment of Claims

At the option of the Creditor Trustee, secured claims will not be
altered or in the alternative, the collateral will be disposed and
the proceeds paid to the secured creditors.

General unsecured creditors will share pro rata in any Net
Litigation proceeds.

Each holder of an allowed subordinated debt claim will receive
these amounts:

   i) 5% of the Pro Rata share of any Net Litigation Proceeds
      between $1 and $5,000,000;

  ii) 10% of the Pro Rata share of any Net Litigation Proceeds
      between $5,000,001 and $10,000,000;

iii) 15% of the Pro Rata share of any Net Litigation Proceeds
      between $10,000,001 and $20,000,000;

  iv) 20% of the Pro Rata share of any Net Litigation Proceeds
      between $20,000,001 and $40,000,000; and

   v) 50% of the Pro Rata share of any Net Litigation Proceeds in
      excess of $40,000,000,

provided that the Reorganized Debtor will receive these amounts:

   i) 95% of the Pro Rata share of any Net Litigation Proceeds
      between $1 and $5,000,000;

  ii) 90% of the Pro Rata share of any Net Litigation Proceeds
      between $5,000,001 and $10,000,000;

iii)  85% of the Pro Rata share of any Net Litigation Proceeds
      between $10,000,001 and $20,000,000;

  iv) 80% of the Pro Rata share of any Net Litigation Proceeds
      between $20,000,001 and $40,000,000; and

   v) 50% of the Pro Rata share of any Net Litigation Proceeds in
      excess of $40,000,000.

Equity interests will be cancelled.

Headquartered in Rock Hill, New York, Frontier Insurance Group,
Inc., is an insurance holding company, which through its
subsidiaries, is a national underwriter and creator of specialty
insurance products serving the needs of insureds in niche markets.
The Company filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-36877).  Matthew H. Charity, Esq., at
Baker & Hostetler, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $13,670,000 and total debts of
$250,210,000.


FRONTLINE CAPITAL: Gets Exclusive Period Extended Until Feb. 28
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until February 28, 2006, the period where FrontLine
Capital Group can file a plan of reorganization.  The Court also
extended until April 28, 2006, to solicit acceptances of that
plan.

BT Holdings, the Debtor's second largest unsecured creditor, with
an aggregate claim of $27.8 million, agreed with the Debtor's
exclusive period extension.

Since no Committee of Unsecured Creditors is appointed in this
case, BT Holdings has been negotiating with the Debtor with
respect to formulating a consensual chapter 11 plan.

Headquartered in New York City, FrontLine Capital Group is a
holding company that manages its interests in a group of companies
that provide a range of office related services.  The Company
filed for chapter 11 protection on June 12, 2002 (Bankr. S.D.N.Y.
Case No. 02-12909).  Mickee M. Hennessy, Esq., at Westerman Ball
Ederer & Miller LLP, represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $264,374,000 in assets and $781,374,000 in
debts.


GARDEN STATE: Wants Until March 6 to Remove Civil Actions
---------------------------------------------------------
Garden State MRI Corporation asks the U.S. Bankruptcy Court for
the District of New Jersey to extend, until March 6, 2006, the
period within which they may remove actions pursuant to Rule 9027
of the Federal Rules of Bankruptcy Procedures.

The Debtor explained that prior to the Petition Date, it was
involved in litigation against Dr. Golestaneh and his related
entities in the Superior Court of New Jersey, Chancery Division
for Cumberland County, Docket No. C-13-05.

The Debtor tells the Court that it needs more time to determine
whether to remove the state court litigation since it has been in
constant negotiations with secured creditors and potential
financing sources which could lead to a resolution of the
litigation.

The Debtor believe that the extension will afford them the
opportunity to make fully informed decisions concerning removal of
each action and will assure that their rights are not forfeited.
The Debtor tell the Court that the rights of its adversaries will
not be prejudiced by the extension since any party to an action
that is removed may seek to have it remanded by the state court.

Headquartered in Vineland, New Jersey, Garden State MRI
Corporation, dba Eastlantic Diagnostic Institute --
http://www.eastlanticdiagnostic.com/-- operates an out-patient
imaging and radiology facility.  The Company filed for chapter 11
protection on June 9, 2005 (Bankr. D. N.J. Case No. 05-29214).
Arthur Abramowitz, Esq. and Jerrold N. Poslusny, Jr., Esq., at
Cozen O'Connor, represent the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of less than $50,000 and estimated debts between
$10 million to $50 million.


GARY JOHNSON: Case Summary & 22 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Gary T. Johnson
        aka G. Thomas Johnson
        165 Tyler Avenue
        Groton, Connecticut 06340

Bankruptcy Case No.: 05-37707

Chapter 11 Petition Date: December 20, 2005

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Ira B. Charmoy, Esq.
                  Charmoy & Charmoy
                  P.O. Box 745
                  1700 Post Road
                  Fairfield, Connecticut 06824
                  Tel: (203) 254-9393
                  Fax: (203) 254-9797

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 22 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
GreenPoint Mortgage              Loan                  $719,975
Funding, Inc.
P.O. Box 84013
Columbus, GA 31908-4013

Flagstar Bank                    Loan                  $568,820
Mail Stop S-115-3
5151 Corporate Drive
Troy, MI 45098-2638

Fremont Investment & Loan        Loan                  $542,500
Credit Department
P.O. Box 34078
Fullerton, CA 92834-34078

Wilshire Credit Corporation      Loan                  $532,157
Credit Department
P.O. Box 8517
Portland, OR 97207-8517

Washington Mutual Bank FA        Loan                  $267,965
P.O. Box 3139
Milwaukee, WI 53201-3139

American Express                 Merchandise           $178,000
P.O. Box 1270                    & services
Newark, NJ 07101

GE Capital                                             $150,000
PO Box 644207
Pittsburgh, PA 15264

Key Equipment Finance Inc.       Office furniture &    $105,000
P.O. Box 1865                    computer equipment
Albany, NY 12201

American Express                 Account #83-03        $101,448
Central Customer Assistance      048109515940
2730 Liberty Avenue
Pittsburgh, PA 15222

Avaya Financial Services         Merchandise           $100,000
P.O. Box 463                     services
Livingston, NJ 07039

Dell Finacial Service            Leases for computers  $100,000
P.O. Box 80409
Austin, Texas 78708

John H. Garity, Jr.              Personal guaranty     $100,000
40 Elm Street
Noank, CT 06340

Citi Cards                       Merchandise &          $74,255
P.O. Box 183063                  services
Columbus, OH 43218-3063

Pacific Capital Bank Equipment   Signs, flagpoles,      $70,000
Leasing                          bricks, rugs,
P.O. Box 60607                   posters, work
Santa Barbara, CA 93160          stations, signs,
c/o First Niagara Leasing, Inc.  security system
servicer for Pacific Capital
Bank Equipment Leasing
P.O. Box 1865
Albany, NY 12201

Santa Barbara Bank & Trust       Lease for equipment    $70,000
Leasing Division                 from New Haven
Credit Department                Awning Co.
P.O. Box 60607
Santa Barbara, CA 93160

Amex Key Equipment               Lease                  $60,000
P.O. Box 203901
Houston, TX 77216

CDW Leasing, LLC                 Lease for Computer     $25,000
7145 SW Varns Street             equipment
Portland, OR 97223-8018
                                 Merchandise &          $24,683
                                 Mastercard
                                 services

                                 Merchandise &          $10,190
                                 Visa services

                                 Merchandise &          $10,190
                                 Bank One Visa
                                 services

American Express                 Merchandise            $21,800
P.O. Box 360002                  & services
Fort Lauderdale, FL 33336

US Bank Visa                     Merchandise &          $15,000
Credit Department                services
P.O. Box 790408
St. Louis, MO 63179

GE Capital Colonial Pacific                             $12,928
P.O. Box 642752
Pittsburgh, PA 15264-2752

Bank of America Mastercard       Merchandise            $10,571
P.O. Box 1758                    & services
Newark, NJ 07101-1758

Citicorp Vendor Finance          Lease for Xerox        $10,000
P.O. Box 7247-0322               Phaser 2135N
Philadelphia, PA 19170           Printer 3522940


GENESIS HEALTHCARE: Good Financial Profile Cues S&P to Up Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Genesis
Healthcare Corporation.  The long-term corporate credit rating was
raised to 'BB-' from 'B+'.  The rating outlook is stable.

Genesis, a skilled nursing facility operator based in Kennett
Square, Pennsylvania, had about $410 million of debt outstanding
as of Sept. 30, 2005.

"The upgrade is attributable to Genesis' improved financial
profile and our increased confidence in the company's commitment
to a financial policy consistent with the new rating," said
Standard & Poor's credit analyst David Peknay.  "This incorporates
the potential impact of the impending reduction in Medicare
reimbursement in January 2006."

The speculative-grade ratings on Genesis HealthCare reflect the
risks that the company faces as a sizable participant in an
industry that is subject to potentially sharp cuts.  This is
somewhat offset by the geographical dispersion of the company's
facilities -- more than 200 nursing homes and assisted-living
centers located in 12 Eastern states.

Since its December 2003 separation from institutional pharmacy
company NeighborCare Inc., Genesis HealthCare has made several
changes to its operation, including selective portfolio changes,
expansions of key clinical programs, increasing reimbursement
levels by growing patient acuity, and investing heavily in
operating systems and facility capital improvements to
increase efficiency.  Although a large percentage of the company's
total beds are located in only four states, Genesis derives
operating benefits from these facility concentrations.

Moreover, occupancy and Medicaid trends in those states have been
favorable; Genesis' overall occupancy rate of 90% has remained
strong.  The company's improved operating performance and credit
protection measures reflect the success of its initiatives.  From
December 2003 to September 2005, Genesis' total debt fell to
$410 million from $462 million, and lease-adjusted debt to EBITDA
fell to 3.2x from 5.2x.


GEORGIA-PACIFIC: Fitch Lowers Senior Unsecured Bond Ratings to B+
-----------------------------------------------------------------
Fitch Ratings has downgraded Georgia-Pacific Corporation's senior
unsecured bond ratings and the company's issuer default rating to
'B+'.  The Outlook is Stable, and the company's ratings have been
removed from Watch Negative.

Koch Industries, Inc.'s acquisition of GP will place substantial
acquisition leverage on the company's operations.  GP and Koch
Forest Products, Inc. has or will increase accounts receivable
sold to an aggregate $750 million, enter into term loans totaling
some $9.5 billion and a $1.5 billion revolver.  These facilities
along with equity from Koch will ultimately finance $12.8 billion
in acquired stock, $2.4 billion in repurchased bonds, and repay
revolver outstandings, fees, and merger expenses.  Leverage will
increase to around 5.3 times fiscal 2005's EBITDA from 3.0x
trailing 12 months EBITDA at the end of the third quarter.

Fitch expects that GP will weather the added debt load well next
year and will have the capacity to reduce debt significantly.
Near-term fundamentals are currently strong in tissue and
containerboard, where Fitch believes GP is the lowest cost
producer.  Even freesheet and paperboard are set to start the year
off on a better footing.  However, prices for lumber, plywood,
oriented strand board, and gypsum board could be susceptible to
softening housing and reconstruction markets and an increased
supply of lumber from Canada.  These latter markets have been
accounting for just over 48% of operating profits recently but are
expected to turn in a softer performance in 2006 and later years.

Historical returns in building products are volatile and with so
much of its earnings power levered to wood and gypsum products,
GP's debt load is substantially at greater risk than it was back
in 2000 when the company was public and equity was always an
option.  Furthermore, GP's ratings reflect an increased measure of
risk that does not contemplate asset or business sales as they did
after the acquisition of Fort James.  The motivation may be there,
but express intentions are not.

GP produces a wide variety of products: lumber, plywood, OSB,
wallboard, tissue products, corrugated packaging, and uncoated
freesheet.  The company is number one, two, or three in most of
these markets.


GLOBAL EXECUTION: Fitch Rates $22.5 Million Class E Notes at BB
---------------------------------------------------------------
Fitch Ratings has issued a new issue report on Global Execution
Auto Receivables Securitization 2005-A.  The asset-backed notes
were issued on Nov. 30, 2005 and were rated:

     -- Interest-only class A fixed-payment notes 'F1+';

     -- $150,000,000 floating-rate class A-P notes 'AAA';

     -- $849,000,000 4.830% class A-1 notes 'AAA';

     -- $970,500,000 4.840% class A-2 notes 'AAA';

     -- $798,000,000 4.880% class A-3 notes 'AAA';

     -- $90,000,000 floating-rate class B notes 'AA';

     -- $52,500,000 floating-rate class C notes 'A';

     -- $33,752,850 floating-rate class D-1 preferred shares
        'BBB';

     -- EUR28,660,000 floating rate class D-2 preferred shares
        'BBB';

     -- $17,500,000 8.220% class E-1 notes 'BB';

     -- $5,000,000 floating-rate class E-2 notes 'BB'.

The securities are backed by a portfolio of retail installment
sale contracts secured by new and used automobiles, light-duty
trucks, and vans indirectly originated and currently serviced by
Bank of America, N.A.

The ratings on the securities are based on the:

     * quality of the receivables,

     * initial credit enhancement for the class A notes of 10.25%,

     * availability of excess spread to fund the reserve account
       to its target level of 2.75% of the current collateral
       balance, and

     * the transaction's sound legal and cash flow structure.

Class D-2 preferred shares are denominated in Euros, while
remaining classes are denominated in U.S. dollars.

Like most auto loans securitizations, risks to investors include
poor asset performance, receivership/insolvency of the
seller/servicer and manufacturers, and economic weakness.  Fitch
is of the opinion that the quality of both the receivables and the
obligors, coupled with the available structural credit
enhancement, enable the noteholders and equityholders to receive
full payments of interest and principal in accordance with the
terms of the transaction documents.

Class A, B and C notes are issued by co-issuers GEARS, Ltd. 2005-A
and GEARS LLC, 2005-A; class D preferred shares are issued by
GEARS, Ltd. 2005-A; and class E notes are issued by GEARS 2005-A
Auto Owner Trust.

The class A, B and C notes and the class D preferred shares have
an indirect interest in the pool of receivables contributed at
closing and a direct interest in underlying class A, B, C and D
notes which have a direct interest in the receivables pool.  The
class E notes have a direct interest in the receivables pool.

Class A-IO has no principal amount or interest rate.  On each
distribution date, a fixed payment is applied against class A-IO,
which will continue for the first six distribution dates until the
class is amortized, and these payments will rank senior to
interest payable on the class a notes.  Interest on the securities
is distributed monthly, commencing Dec. 20, 2005.  Principal is
allocated on a sequential basis, starting with pro rata
allocations to class A-1 notes and A-P notes. When class A-1 is
paid in full, the remaining class A, B, and C notes amortize
sequentially.  The class D preferred shares receive capital
distributions after classes A, B and C notes are paid in full.
Class E notes receive principal following payment in full of the
underlying class A, B, C and D notes.

The pool contains 49.41% new automobiles and light-duty trucks and
has a weighted average annual percentage rate of 7.25%.  The high
credit quality of the borrowers is evidenced by the high weighted
average Fair, Isaac & Co., Inc. score of the receivables and
historical performance.  With a WA original term of 65.81 months
and a remaining term of 54.49 months, the transaction benefits
from 11.02 months of seasoning.  Consistent with a recent industry
trend of longer original term loans, the majority of loans in
GEARS contains terms exceeding 60 months.  Out of the 59.80% of
loans with terms between 61 and 84 months, GEARS contains 0.66% of
loans between 73 and 84 months.

BANA has exhibited continued improvement in its U.S.-managed
portfolio.  Both delinquencies and net losses are down when
compared with years ending December 2000.  As of Sept. 20, 2005,
total delinquencies were 1.40%, and net losses were at 0.80%.


GS AUTO: S&P Raises Low-B Ratings on Class D Certificates
---------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
B, C, and D notes issued by GS Auto Loan Trust 2003-1 and GS Auto
Loan Trust 2004-1.  At the same time, the ratings are removed from
CreditWatch positive, where they were placed Oct. 25, 2005.  At
the same time, the 'AAA' ratings on the class A notes from the
same transactions are affirmed.

The rating actions reflect the strong collateral performance of
the underlying pools of prime auto loans, as well as low expected
remaining losses.  As of the November 2005 distribution date,
cumulative net losses for both deals remained below Standard &
Poor's initial expectations.  Series 2003-1, with 31 months of
performance, had a pool balance equal to 25.3% of its initial pool
balance and cumulative net losses that were 1.39% of its initial
pool balance . Series 2004-1, with 21 months of performance, had a
pool balance equal to 40.1% of its initial pool balance and
cumulative net losses that were 1.10% of its initial pool balance.

The class B and C notes from both series benefit from a concurrent
pay structure that maintains hard credit support, which consists
of subordination and overcollateralization, at target levels.  As
of the November 2005 distribution date, for both series, hard
credit support for the class B and C notes were at their target
levels of 7.5% and 5.5% of current pool balance, respectively.

The class D notes from both series rely on overcollateralization
as the sole source of hard credit support.  For both deals,
overcollateralization has reached its floor of 1% of its initial
pool balance and will continue to grow as a percent of the current
pool balance.  As of the November 2005 distribution date,
overcollateralization represented 3.95% and 2.47% of current pool
balance for series 2003-1 and 2004-1, respectively.

Standard & Poor's expects the remaining credit support will be
sufficient to support the notes at their raised and affirmed
rating levels.

           Ratings Raised And Off Creditwatch Positive

                    GS Auto Loan Trust 2003-1

                                 Rating
                      Class    To     From
                      -----    --     ----
                      B        AAA    A/Watch Pos
                      C        AA+    BBB/Watch Pos
                      D        A+     BB/Watch Pos

                    GS Auto Loan Trust 2004-1

                                 Rating
                      Class    To     From
                      -----    --     ----
                      B        AA+    A/Watch Pos
                      C        A+     BBB/Watch Pos
                      D        BBB-   BB-/Watch Pos

                        Ratings Affirmed

                    GS Auto Loan Trust 2003-1

                         Class    Rating
                         -----    ------
                         A-4      AAA

                    GS Auto Loan Trust 2004-1

                         Class    Rating
                         -----    ------
                         A-3      AAA
                         A-4      AAA


GT BRANDS: Wants to Walk Away from Unassigned IP Contracts
----------------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
permission to reject certain intellectual property license
agreements.

On July 8, 2005, the Debtors entered into an asset purchase
agreement with Gaiam, Inc., GT Merchandising & Licensing LLC, GYM
Time, LLC, BSBP Productions LLC, and GoodTimes Entertainment LLC.
The parties effectuated the closing under the agreement on
Sept. 13, 2005.

In connection with the transaction, the Debtor assumed and
assigned certain executory contracts to Gaiam under which the
Debtors had been granted the right to use and exploit certain
intellectual property rights owned by third parties.  Under the
contracts, the Debtors were permitted to:

   -- manufacture and distribute products that incorporated the IP
      rights; and

   -- sublicense the IP rights to third parties.

Following the assignment of the contracts to Gaiam in connection
with the sale transaction, the Debtors determined that the
rejection of the unassigned contracts is in the Debtors' best
interests.  The Debtors believe certain terms of the unassigned
contracts may hinder Gaiam's desires to market and sublicense the
assigned rights.

A full-text copy of the unassigned contracts is available at no
charge at: http://ResearchArchives.com/t/s?3e8

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed total assets of
$79 million and total debts of $212 million.


HOLLINGER INT'L: June 30 Balance Sheet Upside-Down by $160 Million
------------------------------------------------------------------
Hollinger International Inc. delivered its quarterly report on
Form 10-Q for the quarterly period ending June. 30, 2005, to the
Securities and Exchange Commission on Dec. 16, 2005.

Hollinger International incurred a net loss of $34,051,000 for the
six months ended June 30, 2005, compared to a net loss of
$45,288,000 for the six months ended June 30, 2004.  At June 30,
2005, the Company had an accumulated deficit of $528,970,000
compared to a $213,820,000 accumulated deficit at Dec. 31, 2004.

At June 30, 2005, the Company's balance sheet showed $998,228,000
of total assets and liabilities totaling $1,139,422,000.

                      Material Weaknesses

The Company reported in its 2004 Form 10-K report that as of
Dec. 31, 2004, its management identified material weaknesses in
its internal control over financial reporting relating to:

  1) an ineffective control environment that did not sufficiently
     promote effective internal control over financial reporting,

  2) ineffectively designed information technology general
     controls over program development, program changes, computer
     operations, and access to programs and data,

  3) the lack of a formal strategic risk assessment process,

  4) ineffective controls over the preparation of interim and
     year-end financial statements and reconciliation of key
     accounts, and

  5) ineffective policies and procedures relating to the
     preparation of current and deferred income tax provisions and
     related balance sheet accounts.

In 2005, the Company has taken actions to remediate those material
weaknesses and it is continuing to assess additional controls that
may be required to remediate those weaknesses.  The Company's
management, under the supervision and with the participation of
the CEO and CFO, has evaluated the effectiveness of the design and
operation of the Company's disclosure controls and procedures as
of June 30, 2005, pursuant to Exchange Act Rule 13a-15(e) and
15d-15(e).

As of June 30, 2005, the Company had not completed implementation
and testing of the changes in controls and procedures that it
believes are necessary to conclude that the material weaknesses
have been remediated and therefore, the Company's management has
concluded that it cannot assert that the control deficiencies
relating to the reported material weaknesses have been effectively
remediated.

As a result, the Company's CEO and CFO have concluded that the
Company's disclosure controls and procedures were ineffective as
of June 30, 2005.

Hollinger International Inc. is a newspaper publisher whose assets
include The Chicago Sun-Times and a large number of community
newspapers in the Chicago area as well as in Canada.  Hollinger
maintains a Web site at http://www.hollingerinternational.com/

At June 30, 2005, Hollinger's balance sheet showed a stockholders'
equity deficit of $159,863,000 compared to $152,186,000 of
positive equity at Dec. 31, 2004.


IAP WORLDWIDE: Moody's Lowers Second-Lien Loan Ratings to B3
------------------------------------------------------------
Moody's adjusted the ratings assigned on December 6, 2005 to IAP
Worldwide Services, Inc. in response to changes in its proposed
capital structure.  IAP has announced an incremental increase of
approximately $65 million to the proposed first lien term loan B.
Despite a proposed decrease in total debt with an approximately
$105 million permanent reduction in the proposed second lien term
loan and a reduction in the proposed dividend to $146 million from
$186 million, the B2 corporate family rating is unchanged (refer
to the Moody's press release dated December 6, 2005 for details of
the original proposal and ratings rationale).

Moody's took these rating actions:

    * $75 million (originally $100 million) proposed first lien
      revolver, maturing 2010, lowered to B2 from B1

    * $415 million (originally $350 million) proposed first lien
      term loan, due 2012, lowered to B2 from B1

    * $120 million (originally $225 million) proposed second lien
      term loan, due 2013, raised to B3 from Caa1

    * Corporate Family Rating, affirmed B2

The ratings outlook is stable.

The downgrade of the ratings on the first lien revolver and term
loan to B2 from B1 reflects the incremental increase in first lien
facilities that would now dominate the debt structure, and
therefore preclude notching above the B2 corporate family rating.
The reduction of first loss protection with the decrease in the
proposed amount of second lien debt also is reflected in the
adjustment of the rating . However, the first lien rating
continues to reflect an expectation of full recovery in a
distressed scenario.

The upward adjustment of the rating on the second lien term loan
to B3 from Caa1 reflects improved recovery prospects given the
reduced amount of proposed second lien debt.  However, the B3
rating is highly sensitive to any further increase in first lien
debt.  Extended drawings on the first lien revolver or
deterioration in enterprise value due to declines in revenue or
profitability, changes in US federal government contracting
practices, loss of a major contract, further increases in
financial leverage, or greater dividend payments would likely
trigger a downgrade of the instrument rating.

Proceeds of the credit facilities are to be used to:

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

   * fund a dividend to shareholders of $146 million (down from
     $186 million);

   * pay fees and expenses of $9 million; and

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

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

   * facilities management,
   * contingency support, and
   * technical services

to U.S. military and government agencies.

IAP is owned by:

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

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


J.L. FRENCH: Moody's Lowers 2nd-Lien Term Loan's Rating to Caa3
---------------------------------------------------------------
Moody's Investors Service lowered the ratings of for J.L. French
Automotive Castings, Inc. -- Corporate Family to Caa1 from B3,
first-lien senior secured facility to Caa1 from B3, and second-
lien term loan to Caa3 from Caa1.  The downgrade incorporates:

   * J.L. French's high leverage;

   * deterioration in its debt coverage ratios; and

   * concern regarding the adequacy of JL French's free cash flow
     generation and ability to meet ongoing obligations.

The company's results have been adversely affected by lower North
American production volumes at its two principal customers, Ford
and General Motors.  The outlook is negative.

Ratings downgraded:

   * Guaranteed first-lien senior secured credit facilities,
     to Caa1 from B3

   * Second-lien term loan due 2012, to Caa3 from Caa1

   * Corporate Family Rating to Caa1 from B3

During 2005 J.L. French's revenues were adversely affected by
weakness in the North American auto sector as well as its
concentration with Big 3 OEM customers; Ford and GM represent a
significant majority of the company's revenue.  As a result of
lower year-to-date production volumes, higher material costs and
seasonal working capital usage, JL French's free cash flow has
also been adversely affected.

Given continued weak production volumes and structural challenges
faced by Ford and General Motors, free cash flow is likely to
remain under pressure.  Using Moody's standard adjustments, the
company's debt/EBITDA has exceeded 6.5x, and EBIT/ interest
expense was less than 1 X. Given the weak operating metrics and
cash flow trends, the company's ability to continue to meet its
obligations will be challenged.

The senior secured first lien debt continues to represent the
majority of the firm's debt structure.  As a result, its rating
has been kept level with the Corporate Family rating.  The second
lien facility has been lowered two notches to reflect its
effective subordination and lower recovery expectations in a loss
given default scenario.

Moody's also stated that J.L. French is a private company and does
not provide financial information in the public domain.  While the
company has historically provided information for rating purposes,
Moody's does not believe that such information will be available
on an ongoing basis.  Consequently, the rating agency will not be
able to monitor the ratings going forward.  Consistent with
Moody's policies the ratings will be withdrawn.

JL French, headquartered in Sheboygan, Wisconsin, is one of the
world's largest independent designers and manufacturers of
aluminum die cast components and assemblies for automotive
original equipment manufacturers.  Annual revenues currently
approximate $525 million.


K2 INC: Moody's Reviews $200 Million Sr. Unsec. Notes' Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded the speculative grade
liquidity rating of K2 Inc. to SGL-3 from SGL-2 and placed its
long term debt ratings under review for possible downgrade.  These
rating actions reflect the company's weaker than expected cash
flow and higher than expected borrowings as soft operating
performance in its paintball business and new product investments
have caused a significant increase in working capital needs.

This rating was lowered:

   * Speculative grade liquidity rating, to SGL-3 from SGL-2

These ratings were placed under review for downgrade:

   * Corporate Family Rating, Ba3
   * $200 million of 7.375% senior unsecured notes due 2014, Ba3

The downgrade of the speculative grade liquidity rating reflects
Moody's concern that weak levels of free cash flow have translated
into higher than anticipated borrowings under the company's
revolving credit facility.  Moody's had anticipated that
borrowings under the revolving credit facility would decline below
$70 million by December 2005; borrowings are now likely to be much
greater.  Weak free cash flow reflects the softer than expected
performance of K2's paintball business and higher than expected
investment in new products across its business lines.

Improvements in free cash flow could be constrained by:

   * acquisition activity;
   * the continued weak performance of the paintball business; and
   * foreign currency translation.

The SGL-3 rating is supported by Moody's expectation that K2 will
maintain an adequate liquidity profile over the coming twelve-
month period with modestly positive free cash flow in 2006.
Moody's anticipates that the company's cash balances and $250
million committed revolving credit facility will be adequate to
fund K2's seasonal losses and/or working capital borrowing needs,
which could be significant.  Moody's notes that K2 also has a
short-term committed European credit line and supplemental
uncommitted Asian credit lines.

The review of K2's long term debt ratings will focus on:

   * management's plans to improve its control of working capital
     needs and the implications of these plans for free cash flow;

   * the company's potential acquisition activity;

   * the near-term prospects for the paintball business;

   * demand for winter products; and

   * the general performance of its other key businesses.

Moody's will also examine whether the company is likely to be able
to improve credit metrics to the levels specified in the June 17,
2004 press release (free cash flow to debt close to 10% and debt-
to-EBITDA around 3.0 times) when the Ba3 corporate family rating
was first assigned.

As part of this review, Moody's will also review the notching of
K2's senior unsecured notes (which are currently rated at the
level of the corporate family rating) given that the company's
increased usage of its senior secured revolving credit facility
augments risks associated with contractual subordination.  Even if
the Ba3 corporate family rating is confirmed, Moody's may decide
to rate the senior unsecured notes one-notch below the corporate
family rating, depending on the prospects for more permanent
reductions in borrowing levels.

K2 Inc., with corporate headquarters in Carlsbad, California, is a
leading manufacturer and distributor of sporting goods in:

   * team sports,
   * fishing,
   * marine/outdoor,
   * winter sports,
   * summer sports,
   * paintball, and
   * apparel.

The company's extensive brand portfolio includes:

   * Rawlings,
   * Shakespeare,
   * Stearns,
   * K2,
   * Brass Eagle, and
   * Marmot.

Pro forma sales for the twelve-month period ended September 2005
are approximately $1.3 billion.


KAISER ALUMINUM: Makes More Modifications to Liquidating Plans
--------------------------------------------------------------
To, among other things, address comments received from certain
parties-in-interest regarding their proposed modifications to
their Third Amended Joint Plans of Liquidation, Kaiser Alumina
Australia Corporation, Kaiser Finance Corporation, Alpart Jamaica
Inc. and Kaiser Jamaica Corporation have agreed to make additional
modifications to the Plans and the Distribution Trust Agreement
for each Plan.

The Modifications to the Third Amended Joint Plan of Liquidation
for Kaiser Alumina Australia Corporation and Kaiser Finance
Corporation amend:

   (a) Section 1.1(38) -- definition of "Contractual
       Subordination Disputes";

   (b) Section 2.4(c)(i)(B) -- regarding the classification and
       treatment of Senior Note Claims if the Plan is rejected by
       Subclass 3A or 3B;

   (c) Section 2.5(a) -- regarding the 7-3/4% SWD Revenue Bond
       Dispute and the settlement of that dispute;

   (d) Section 2.6(a) -- regarding Senior Note Indenture Trustee
       and Ad Hoc Group Counsel Fees and Expenses;

   (e) Section 9.4(e)(i) -- regarding the timing and calculation
       of amounts to be distributed on account of the settlement
       of the 7-3/4% SWD Revenue Bond Dispute; and

   (f) Section 11 -- regarding the Bankruptcy Court's retention
       of jurisdiction.

A full-text copy of the Third Modification to the Third Amended
Joint Plan of Liquidation for Alpart Jamaica Inc. and Kaiser
Jamaica Corporation is available for free at:


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

The Modifications to the Third Amended Joint Plan of Liquidation
for Alpart Jamaica Inc. and Kaiser Jamaica Corporation amend:

   (a) Section 1.1(37) -- definition of "Contractual
       Subordination Disputes";

   (b) Section 2.4(c)(i)(B) -- regarding the classification and
       treatment of Senior Note Claims if the Plan is rejected by
       Subclass 3A or Subclass 3B;

   (c) Section 2.5(a) -- regarding the 7-3/4% SWD Revenue Bond
       Dispute and the settlement of that dispute;

   (d) Section 2.6(a) -- regarding Senior Note Indenture Trustee
       and Ad Hoc Group Counsel Fees and Expenses;

   (e) Section 8.2(b) -- regarding the rights, powers and
       privileges of the Distribution Trustee;

   (f) Section 9.4(e)(i) -- regarding the timing and calculation
       of amounts to be distributed on account of the settlement
       of the 7-3/4% SWD Revenue Bond Dispute; and

   (g) Section 11 -- regarding the Bankruptcy Court's retention
       of jurisdiction.

A full-text copy of the Third Modification to the Third Amended
Joint Plan of Liquidation for Alpart Jamaica Inc. and Kaiser
Jamaica Corporation is available for free at:

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

The Debtors contend that the Third Modifications do not adversely
change the treatment of any claim of any creditor against any of
the Liquidating Debtors.  Thus, the Liquidating Debtors ask the
Court to deem the Third Modifications accepted by those creditors
that voted to accept the applicable Plan.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Court Approves Settlement Pact with 8 Insurers
---------------------------------------------------------------
Judge Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware approved Kaiser Aluminum and Chemical Corporation's
settlements, in their entirety, with seven of the eight Settling
Insurers:

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

As previously reported in the Troubled Company Reporter on
December 1, 2005, Daniel J. DeFranceschi, Esq., at Richards,
Layton & Finger, in Wilmington, Delaware, recounts that in May
2000, KACC instituted an insurance coverage action against certain
insurer-defendants, including the eight Settling Insurers, in the
Superior Court of California for the County of San Francisco.  The
insurance coverage at issue in the Products Coverage Action spans
the period from 1959 to 1985, and involves more than 300 insurance
policies.

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

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

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

Subsequently, KACC has negotiated with the Settling Insurers and
reached an agreement to resolve the asbestos and other liability
insurance coverage disputes with them.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 86; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KMART CORP: Nortons Want Stay Lifted to Let Lawsuit Proceed
-----------------------------------------------------------
Nancy and Harry Norton ask the U.S. Bankruptcy Court for the
Northern District of Illinois to lift the automatic stay to allow
their lawsuit, currently pending in the Fifth Judicial Circuit,
State of South Carolina, Richland County, to proceed.

In 2000, the Nortons filed their complaint against Kmart
Corporation, seeking to recover damages relating to a personal
injury Ms. Norton incurred at a Kmart store in June 1999.

Gina B. Krol, Esq., at Cohen & Krol, in Chicago, Illinois, informs
Judge Sonderby that the Nortons have complied with the Bankruptcy
Court's procedures for the liquidation and settlement of personal
injury claims.  However, Ms. Krol says that the claimants have
been unable to reach a settlement with Kmart Corporation.

In addition, Ms. Krol notes that the personal injury claims
procedures do not provide automatic relief from the plan
injunction under Section 1141 of the Bankruptcy Code.  To the
extent that the injunction remains applicable to their claims, the
Nortons request that the Section 1141 injunction also be modified
to allow their state court case to proceed.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 105; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LOEWS CINEPLEX: Launches Offer for 9% Senior Subordinated Notes
---------------------------------------------------------------
Loews Cineplex Entertainment Corporation commenced a tender
offer for all of its 9.0% Senior Subordinated Notes due 2014.
The aggregate principal amount of the Notes outstanding is
$315,000,000.  In conjunction with the tender offer, consents
are being solicited from noteholders to effect certain proposed
amendments to the indenture governing the Notes.

Upon the terms and subject to the conditions set forth in the
Offer to Purchase and Consent Solicitation Statement dated
Dec. 21, 2005, Loews is offering to purchase all of the
outstanding Notes at a price of $1,012.50 per $1,000 principal
amount of Notes, which consists of a consent payment of $12.50 per
$1,000 principal amount of Notes and tender offer consideration of
$1,000 per $1,000 principal amount of Notes.  In addition, holders
who validly tender and do not validly withdraw their Notes in the
tender offer will receive accrued and unpaid interest from the
last interest payment date up to, but not including, the date of
payment for the Notes, if the Notes are accepted for purchase
pursuant to the tender offer.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on Jan. 25, 2006, unless extended.  Any holder validly
tendering Notes after the Consent Date will, if such Notes are
accepted for purchase pursuant to the tender offer, receive the
Tender Offer Consideration, plus accrued but unpaid interest to,
but not including, the date of payment for the Notes so tendered.
No Consent Payment will be made in respect of Notes tendered after
5:00 p.m., New York City time, on Jan. 6, 2006.

The proposed amendments to the indenture governing the Notes
would, among other things, eliminate substantially all of the
restrictive covenants, certain events of default and certain other
provisions contained in the indenture.

The tender offer is subject to the satisfaction or waiver of
certain conditions, including, among other things, the receipt of
consents of the holders of at least a majority of the aggregate
principal amount of the Notes outstanding, the satisfaction or
waiver of all conditions precedent to the consummation of the
merger of LCE Holdings, Inc., the parent company of Loews, and
Marquee Holdings Inc., the parent company of AMC Entertainment
Inc., and the merger of Loews and AMCE, with AMCE continuing as
the surviving corporation after the merger, and the receipt of
funds by the Combined Company sufficient to pay the aggregate
Total Consideration from the anticipated proceeds of a
contemplated placement of new senior subordinated debt.

Requests for Tender Offer Documents may be directed to D.F. King &
Co., Inc., as information agent for the tender offer and consent
solicitation, at 48 Wall Street, New York, New York 10005.  The
information agent may be contacted toll-free at (888) 628-1041 or
call collect at (212) 269-5550.  The Dealer Managers and
Solicitation Agents for the tender offer are Credit Suisse First
Boston LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc.  Questions regarding the tender offer and consent
solicitation may be directed to any Dealer Manager and
Solicitation Agent:

    * Credit Suisse First Boston LLC, Liability Management Group,
      at (800) 820-1653 (US toll-free) and (212) 325-7596
      (collect);

    * Citigroup Global Markets Inc., Liability Management Group,
      at (800) 558-3745 (US toll-free) and (212) 723-6106
      (collect); and

    * J.P. Morgan Securities Inc., Liability Management Group, at
      (866) 834-4666 (US toll-free) and (212) 834-3424 (collect).

Loews Cineplex Entertainment Corporation --
http://www.enjoytheshow.com/-- is one of the world's leading film
exhibition companies that owns, operates or, through its
subsidiaries and joint ventures, has an interest in 198 theatres
with 2,235 screens in the United States, Mexico, South Korea and
Spain.  Loews Cineplex Entertainment Corporation, headquartered in
New York, New York.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 8, 2005,
Standard & Poor's Ratings Services, in light of a steep drop in
movie theater attendance in the current year, revised its outlook
on Loews Cineplex Entertainment Corp. (B/Negative/--) to negative
from positive.

"Attendance drops are especially damaging to movie exhibitors
because they curtail not only ticket collection revenue but also
high-margin concession sales," said Standard & Poor's credit
analyst Steve Wilkinson.  Concession sales can generate 40%-50% of
the gross profit collected from moviegoers despite representing
only 25%-30% of sales.


LOEWS CINEPLEX: Sells Five Theatres As Condition of AMC Merger
--------------------------------------------------------------
As a result of the merger review process, the United States
Department of Justice and the attorneys general of California, the
District of Columbia, Illinois, Massachusetts, New York, and
Washington reached agreements with AMC Entertainment Inc. and
Loews Cineplex Entertainment Corporation, pursuant to which the
companies will sell 10 theatres.

Five theatres from each circuit have been selected by the
aforementioned government entities for sale as a condition to
enable the companies to proceed with their transaction.

The theatres are:

    * AMC Fenway 13 (Boston);
    * AMC City North 14 (Chicago);
    * AMC Union Station 9 (D.C.);
    * AMC Kabuki 8 (San Francisco);
    * AMC Van Ness 14 (San Francisco);
    * Loews Webster Place 11 (Chicago);
    * Loews E-Walk 13 (New York City);
    * Loews (Cineplex Odeon) Meridian 16 (Seattle);
    * Loews Keystone 16 (Dallas); and
    * Loews (Cineplex Odeon) Wisconsin Ave. 6 (D.C.).

It is anticipated that the sales process could take at least four
months.

                        Loews-AMC Merger

On June 21, 2005, AMC Entertainment Inc. and Loews Cineplex
Entertainment Corporation reported that they entered into a
definitive merger agreement that would result in the combination
of their businesses and the merger of AMC Entertainment Inc. and
Loews Cineplex Entertainment Corporation.  The merger agreement
also provides for the merger of their respective holding
companies, Marquee Holdings Inc. and LCE Holdings, Inc., with
Marquee Holdings Inc., which is controlled by affiliates of J.P.
Morgan Partners, LLC and Apollo Management, L.P., continuing as
the holding company for the merged businesses.  The current
stockholders of LCE Holdings, Inc., including affiliates of Bain
Capital Partners, The Carlyle Group and Spectrum Equity Investors,
would hold approximately 40% of the outstanding capital stock of
the continuing holding company.

The merged company, to be called AMC Entertainment Inc., will be
headquartered in Kansas City, Missouri, and will own, manage or
have interests in approximately 450 theatres with about 5,900
screens in 30 states and 13 countries.  Peter C. Brown, AMC
Chairman of the Board, Chief Executive Officer and President, will
remain in this role in the merged company.  When combined, the
company will have approximately 24,000 associates serving more
than 280 million guests annually.  An integration committee will
be formed in which Travis E. Reid, President and Chief Executive
Officer of Loews Cineplex Entertainment Corporation, and Brown
will serve as co-chairs.  The integration committee also will
include representatives of the two sponsor groups.

                     Refinancing Plans

The companies plan to refinance their senior credit facilities in
connection with the closing of the merger.  The merger will not
constitute a change of control for purposes of the outstanding
senior notes of Marquee Holdings Inc. or the outstanding senior
notes or senior subordinated notes of AMC Entertainment Inc.
While it has not yet been determined whether the merger will
require a change of control repurchase offer under Loews Cineplex
Entertainment Corporation's outstanding 9% Senior Subordinated
Notes due 2014, the companies have secured commitments to
refinance such notes to the extent that such an offer is required
under the indenture governing such notes.

Completion of the merger is subject to the satisfaction of
customary closing conditions for transactions of this type,
including antitrust approval and completion of financing.  It is
anticipated that the merger will close within six to nine months.

               About AMC Entertainment Inc.

AMC Entertainment Inc. -- http://www.amctheatres.com/-- is a
leader in the theatrical exhibition industry. Through its circuit
of AMC theatres, the company operates approximately 226 theatres
with 3,522 screens in the United States, Canada, France, Hong
Kong, Portugal, Spain and the United Kingdom.  The company,
headquartered in Kansas City, Missouri.

        About Loews Cineplex Entertainment Corporation

Loews Cineplex Entertainment Corporation --
http://www.enjoytheshow.com/-- is one of the world's leading film
exhibition companies that owns, operates or, through its
subsidiaries and joint ventures, has an interest in 198 theatres
with 2,235 screens in the United States, Mexico, South Korea and
Spain.  Loews Cineplex Entertainment Corporation, headquartered in
New York, New York.


LUCENT TECH: Court Orders $24 Million Payment to Winstar Comms.
---------------------------------------------------------------
The Hon. Joel B. Rosenthal, on Dec. 21, ordered Lucent
Technologies to pay $244 million, plus statutory interest and
other costs, to Christine Schubert, the chapter 7 trustee for
Winstar Communications.

Winstar brought a breach of contract and bankruptcy preference
action against Lucent Technologies in April 2001.  The trustee
took over the prosecution of the lawsuit in 2002.  The trial was
completed in June 2005.

Lucent said that the verdict would result in a charge to earnings
of approximately $300 million for the company's first fiscal
quarter of 2006, which ends Dec. 31, 2005.

"We have made strong arguments supporting our view that this suit
was without merit.  We are examining the judge's ruling very
carefully and will vigorously appeal the decision," said Lucent
Technologies General Counsel Bill Carapezzi.

               About Winstar Communications Inc.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on April
18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).
The Debtors obtained the Court's approval converting their case to
a chapter 7 liquidation proceeding in January 2002.  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  When the
Debtors filed for bankruptcy, they listed $4,975,437,068 in total
assets and $4,994,467,530 in total debts.

                About Lucent Technologies

Lucent Technologies -- http://www.lucent.com/-- designs and
delivers the systems, services and software that drive next-
generation communications networks.  Backed by Bell Labs research
and development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better manage
their networks.  Lucent's customer base includes communications
service providers, governments and enterprises worldwide.

                       *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2005,
Fitch Ratings has upgraded Lucent Technologies:

     -- Issuer default rating to 'BB-' from 'B';
     -- Senior unsecured debt to 'BB-' from 'B';
     -- Subordinated convertible debentures to 'B' from 'CCC+'
     -- Convertible trust preferred securities to 'B' from 'CCC+'.


MARKEL CORP: S&P Assigns Low-B Ratings to Universal Shelf
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
senior debt, 'BB+' subordinated debt, and 'BB' preferred stock
ratings to Markel Corp.'s (NYSE:MKL) recently filed universal
shelf.  The new shelf has an undesignated notional amount in
accordance with the new SEC rules effective Dec. 1, 2005.

At the same time, Standard & Poor's affirmed its 'BBB-'
counterparty credit rating on Markel.  The outlook remains stable.

"The counterparty credit rating on Markel reflects several
strengths including its very strong business position and
operating performance, excluding a large hurricane loss in
third-quarter 2005, in some of its operating segments and its
geographic diversification," explained Standard & Poor's credit
analyst Jason Jones.  "Partially offsetting these strengths are
the weak performance in Markel's international operations,
especially in the discontinued operations, the company's somewhat
high financial leverage, and recent earnings volatility from
hurricane losses."

Standard & Poor's expects Markel to have strong operating
performance in 2005 when hurricane losses are excluded and weak
operating performance overall due to exceptionally high hurricane
losses.  Excluding the substantial loss from hurricane Katrina,
results in excess and surplus and specialty admitted segments
should continue at about the same strong level as in 2004, and in
2006 the recent softening in the market is expected to put
moderate downward pressure on earnings.

London Market and Other segments are expected to perform better
than they have in the recent past, on the expectation that adverse
reserve development on prior years will decrease; nevertheless,
the London Market and Other segments are not as strong as Markel's
U.S. operations and the potential exists that more reserve
additions will be needed.  Financial leverage is expected to
remain somewhat high at about its current level, and potential new
leverage to finance acquisitions could offset reductions in
leverage due to retained earnings.


MAXTOR CORP: Moody's Reviews $60MM Sub. Debentures' Caa1 Rating
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Seagate Technology
HDD Holdings on review for possible downgrade.  The review is
prompted by the company's announcement of its intention to acquire
Maxtor Corporation in an all-stock transaction for approximately
$1.9 billion.  Concurrently, Moody's is also placing the ratings
for Maxtor under review for a possible upgrade.  The acquisition,
which has been approved by both boards of directors, is expected
to close by the end of June 2006 and is subject to customary
approvals and consents.

Moody's review of Seagate will assess the prospects for:

   1) integration challenges in effectively combining their broad
      operations;

   2) revenue attrition resulting from both companies' significant
      presence in common end markets;

   3) margin contraction arising from differences in cost
      structures and the extent to which this can be mitigated
      through effective integration and the realization of
      expected cost synergies; and

   4) management's capital structure plans with respect to
      Maxtor's approximate $581 million of balance sheet debt as
      well as its commitment to maintaining a very liquid and
      lowly leveraged balance sheet.

Seagate's existing ratings reflect the company's dominant position
in the disk drive industry and incorporate the sector's capital
intensity, volatility, and the highly commoditized nature of the
disk drive business that is characterized by short product life-
cycles and maturation linked ASP declines.  Recent performance by
Seagate has been stable to improving, with gross margins
increasing from just under 18% in early fiscal 2004 to over 25% in
the September 2005 quarter and operating margins showing similar
positive trends.  As of September 2005, Seagate's cash balances
(including short term investments) were $1.8 billion and debt
totaled $740 million, $340 million of which was repaid in October.

Moody's review of Maxtor's ratings for a possible upgrade will
consider the stronger credit profile of Seagate and assess whether
Seagate intends to legally guarantee Maxtor's debt.  Maxtor's
existing ratings reflect the same industry characteristics noted
above as well as the company's relatively smaller size, very weak
profitability and negative free cash flow (cash flow from
operations less capital expenditures).  The ratings also
considered Maxtor's strong position in the consumer electronics
segment and its moderately reduced manufacturing cost base through
transitioning to low cost China facilities over the last year.
For the latest twelve months ending October 1, 2005 Maxtor
reported net sales of $3.9 billion and a gross margin of 10.8%
compared to 8.1% for fiscal 2004, however the company continues to
post losses, with a $9 million operating loss in the most recent
quarter.

Seagate is currently seeking to replace its existing $150 million
senior secured credit facility which could give Seagate the
flexibility to more broadly execute a recently approved $400
million stock buy-back program and pay common dividends, the
latter of which is currently limited by the existing credit
facility to $150 million annually.  Management expects that the
acquisition will expand the combined company's product portfolio
and breadth of technology and result in annual cost savings of
approximately $300 million one year after the closing of the
transaction, which will require restructuring costs of about $500
million.

Ratings under review for possible downgrade;

   1) Ba1 rating to Seagate's $150 million guaranteed senior
      secured revolving credit facility, due 2007

   2) Ba2 rating to Seagate's $400 million senior notes 8%,
      due 2009

   3) Ba1 Corporate Family Rating to Seagate

   4) SGL -- I liquidity rating to Seagate

These ratings have been placed on review for possible upgrade:

   1) B2 rating to Maxtor's remaining $135 million of the
      $230 million 6.8% convertible senior notes, due 2010

   2) Caa1 rating to Maxtor Corporation's $60 million
      5-3/4% convertible subordinated debentures, due 2012

   3) B2 Corporate Family Rating to Maxtor

Maxtor Corporation, headquartered in Milpitas, California, is a
leading provider of hard disk drives and related storage solutions
for:

   * desktop computers,
   * high-performance Intel-based servers,
   * near-line storage systems, and
   * consumer electronics.

Seagate, with primary offices in Scotts Valley, California, is a
worldwide leader in the design, manufacture and marketing of rigid
disc drive products used as the primary medium for storing
electronic information in systems ranging from personal computers
and consumer electronics to data centers delivering information
over corporate networks and the Internet


MCI INC: Moody's Upgrades Long-Term Debt Ratings to Ba3 from B2
---------------------------------------------------------------
Moody's Investors Service downgraded the long- and short-term debt
ratings of Verizon Communications Inc. to A3 and Prime-2, from A2
and Prime-1, respectively, reflecting the likely pressure on cash
flows arising from the company's plan to upgrade its local
wireline network with fiber-to-the-premises (FTTP or FiOS) over
the next several years.

Moody's has also lowered the ratings of the individual wireline
operating companies to reflect expected pressure on their
operating and financial profiles from competition, combined with
the costs of the network upgrade.  Moody's upgraded MCI's long-
term debt ratings to Ba3 from B2 based on expected synergy
benefits resulting from its acquisition by Verizon, as well as
Verizon's likely willingness to financially support MCI, should it
be required.

The A3 long-term debt rating of Verizon Wireless (VZW) was placed
on review for possible upgrade reflecting Moody's expectation
that:

   * continued strong revenue growth,
   * an excellent cost structure, and
   * very low churn

will lead to steadily improving earnings and cash flows, which, in
combination with a very significant change in its earnings
distribution policy, will allow Verizon Wireless to delever
rapidly.

These actions resolve the reviews, initiated on February 14, 2005
when Verizon announced its plan to acquire MCI for about $8.9
billion in cash, stock and assumed debt.  The complete list of
rating actions follows at the end of the press release.  The
outlooks for the ratings of VZ and its wireline operating
companies are stable.

The downgrade of Verizon's rating reflects the agency's view that
Verizon's strategy of deploying fiber-to-the-premises in order to
meet increased competition in providing wireline services to the
residential market , while technologically robust, will require
significant upfront cost, weakening VZ's financial metrics over
the intermediate term in exchange for highly uncertain returns.
Moody's expects this deployment to significantly reduce dividends
from the wireline companies to the parent company for debt
service, which, when coupled with the competitive pressures on
wireline revenues, motivated the rating downgrade.

Moody's concerns center around the high cost and relatively slow
pace of VZ's FiOS deployment.  Moody's projects it will about 10
years to pass approximately 30 million households, which increases
the risk of losing residential telephony share to cable companies,
who Moody's expects will be able to offer a facilities-based
bundle at cost competitive prices to almost all of Verizon's
customers within the next three years.  In addition, the expense
of the full fiber buildout will pressure near-term credit metrics.
Moody's estimates that Verizon's cost to pass a home with fiber
will average about $750, three times what the alternative fiber-
to-the-node strategy costs.

Overall business risk is increasing rapidly with accelerating
local access line losses and a shift in its asset base and
investment needs toward highly competitive business segments like:

   * video,
   * broadband,
   * corporate data, and
   * wireless.

Furthermore, Moody's views the threat to VZ's core residential
wireline cash flow stream from cable competition as significant.

Moody's recognizes the company's decisions to:

   * upgrade its networks;

   * enhance and diversify its consumer revenue streams (through
     long distance, broadband, wireless and video service
     offerings); and

   * accelerate the development of its enterprise service business
     as strategically appropriate, in light of this threat.

Over time, Moody's believes that the FiOS build-out may be the
most robust technological means to compete against cable
competition.  It has the potential to generate significant new
revenues from video and higher speed data offerings and it may
ultimately lower ongoing network operating costs by about 50%.
VZ's execution risk is still substantial, however, with the fixed
income investor shouldering most of the downside risk.

Moody's believes the potential acquisition of MCI will not
materially weaken Verizon's consolidated credit metrics because of
MCI's relatively small size and the expectation that most of the
anticipated revenue and cost synergies will be achieved close to
schedule.  The acquisition jumpstarts Verizon's efforts to compete
in the large, growing and profitable enterprise space.  It also
diversifies Verizon's revenue stream, providing it with a solid
foundation in the enterprise market from which to grow its
enterprise business.

Verizon's rating is supported by Moody's assessment that continued
strong growth of earnings and cash flows from Verizon Wireless
will offset lower dividend payments from the wireline
subsidiaries.  Moody's believes that VZ will receive significant
cash from VZW over the next few years as VZW utilizes the bulk of
its growing free cash flow to repay about $15B of intercompany
borrowings from Verizon.

Moody's expects consolidated debt levels to rise about $3.0
billion in 2006, as VZ absorbs MCI and increases network spending
on its FiOS deployment.  In 2007, Moody's believes that VZ will
generate about $25 billion of cash from operations (after Moody's
standard adjustments) and about $2.0 billion of free cash flow,
and expects VZ to use this cash flow to reduce about $40 billion
of debt (estimated pre-MCI acquisition for FYE2005 to include VZ
plus 55% of Verizon Wireless' external debt).

Moody's expects 2007 (proportionate for 55% of Verizon Wireless)
debt/EBITDA to above 1.5X, retained cash flow to debt to be below
30%, and (EBITDA-capital expenditures)/interest to be about 4.0X.
VZ pays a significant portion of its cash flow in dividends, which
reduces cash flow available for debt repayment.

Moody's considers the potential proceeds from any sale or spin-off
of the directories business a potentially significant source of
financial flexibility if proceeds are applied to strategic
investments or debt reduction.  However, the loss of this very
high margin business and its relatively significant and
predictable earnings and cash flows would have negative impact on
Verizon's rating should the company return the bulk of the
proceeds to shareholders.

Moody's review for possible upgrade of Verizon Wireless's ratings
reflects the agency's expectation for:

   * continued strong revenue growth;

   * an excellent cost structure; and

   * very low churn should lead to steadily improving earnings and
     cash flows;

which, in combination with a very significant change in its
earnings distribution policy, should allow Verizon Wireless to
delever rapidly.

The review of VZW will focus on:

   1) the company's ability to sustain earnings and cash flow
      growth rates in the face of fortified competitors;

   2) the timing and magnitude of the expected strengthening of
      VZW's balance sheet given growing capex spending needs and
      the possibility of additional spectrum purchases; and

   3) Moody's assessment of the timing of a possible unwinding of
      the Verizon Wireless partnership and its impact on the
      balance sheets of both Verizon Wireless and
      Verizon Communications.

The upgrade to Ba3 of MCI's debt ratings represents Moody's view
that the synergy benefits expected from its acquisition by Verizon
as well as Moody's perception of Verizon's likely willingness to
financially support MCI (should it be required) merits a two-notch
upgrade of MCI's standalone rating.  Moody's expects the MCI notes
will be refinanced at the Verizon Global Funding (VZGF) level
shortly after the merger closes.

Moody's believes that VZ will focus on generating multi-billion
dollar expense savings and increased revenue once its acquisition
of MCI closes.  The agency regards these plans as achievable, in
the most part, because of:

   * obvious redundancies;

   * network integration opportunities; and

   * Verizon's past experience in integrating significant
     acquisitions.

Owning MCI's extensive long distance network should improve VZ's
cost structure in relation to its own long distance, broadband and
even wireless long-haul transport needs.  Moody's expects that the
benefits will ramp up over time as investments and expenses (i.e.
severance) necessary to achieve the synergies is front loaded.
Moody's recognizes the benefits to VZ of acquiring a stronger
player in the enterprise market through the purchase of MCI, and
the benefits to all the established players from in-market
consolidation.

The stable outlook at the parent is based on Moody's expectations
that improving profitability at Verizon Wireless, as long as
Verizon captures the vast majority of the cash flows from Verizon
Wireless, will partially offset the effects of expanding wireline
competition and an expensive network upgrade.

The ratings could come under additional pressure if:

   1) VZ's acquisition of MCI fails to produce significant synergy
      benefits;

   2) Verizon Wireless' operating performance falters;

   3) revenue declines at VZ's wireline operations accelerate or
      if margins decline;

   4) VZ consolidates its ownership of Verizon Wireless or makes a
      material acquisition or a sale of operations in a manner
      that causes a deterioration in projected credit metrics; or

   5) the cost of the fiber build-out exceeds current estimates or
      if it falls significantly behind schedule.

The ratings could be upgraded if VZ were to demonstrate
sustainable material top line growth in its consolidated wireline
businesses while maintaining margins and Verizon Wireless were to
sustain above industry average operating performance (subscriber
additions, churn, margins), coupled with a demonstrated
willingness by management to manage Verizon's capital structure to
stronger credit metrics than Moody's currently expects.  If VZ can
drive significant revenue growth and profitablility through the
deployment of FiOS, ratings are likely to improve.

Moody's lowered the ratings of all VZ's operating companies (in
some cases several notches):

   * Verizon-New England (A3/Baa1 from A2/A3),
   * Verizon-New York (Baa3 from Baa2),
   * Verizon-New Jersey (A3 from A1),
   * Verizon-Pennsylvania (A3 from A1),
   * Verizon-Virginia (Baa1 from A1),
   * Verizon-Florida (Baa1 from A1),
   * Verizon-Maryland (A3 from A1),
   * Verizon-Delaware (A3 from Aa3),
   * Verizon-West Virginia (A3 from Aa3),
   * Verizon-South (Baa1 from A2),
   * Verizon-North (A3 from A1),
   * GTE-Southwest (Baa2/Baa1 from A3/A2),
   * Verizon-Northwest (A3 from A1), and
   * Verizon-California (A3 from A1).

Moody's believes the funding strategy for Verizon's operating
companies, in light of the very expensive FiOS buildout being
undertaken at the operating company level, weakens their
individual credit quality to no stronger than the corporate family
as a whole.  Verizon's financial strategy of managing cash flow at
its operating subsidiaries (whether through intercompany loans or
dividend policy) limits the ability of the individual operating
companies to materially reduce debt.

All the operating companies, with the exception of Verizon-West
Virginia, have experienced very large (on average 40%) year-over-
year increases in capital spending as a result of Verizon's
decision to upgrade its local networks to fiber-to-the-premises.
Consequently, the pre-dividend free cash flow generating ability
of the operating companies has greatly diminished.

The downgrade of the ratings on Verizon-Virginia, Verizon-Florida
and Verizon-South to Baa1, as well as the downgrade of GTE-
Southwest's senior unsecured ratings to Baa2, also incorporates
Moody's belief that these companies are more likely to rely on
parent company support given their relatively weaker financial
metrics and operating performances.  In the case of Verizon-
Virginia and Verizon-South, the dramatic acceleration of line
losses indicates intensifying competition.

The downgrade of the long-term debt rating of GTE-Southwest to
Baa2 also reflects:

   * above-average access line losses;

   * weak asset returns coupled with a relatively high cost
     structure; and

   * among the most leveraged balance sheets in the family.

The ratings of Verizon-New York and Verizon-New England were
historically the lowest of the ILEC's, given their weak operating
performance.  Consequently, Moody's downgraded these companies
only one notch (long-term ratings of Verizon-New York to Baa3 and
the long-term guaranteed and unguaranteed debt ratings of Verizon-
New England to A3 and Baa1, respectively) given the agency's
current view on VZ's financial strategy.

Moody's believes that the steps Verizon-New York has taken to
generate free cash flow by eliminating upstream dividends to its
parent, and to substitute intra-company debt for external debt,
provide the company with some operating cushion at its current
rating level.  Nonetheless, Moody's expects that Verizon-NY's free
cash flow will remain under considerable pressure for some time,
given the likelihood:

   * that access line losses will continue to drive lower
     revenues;

   * that much of the company's cost structure is fixed; and

   * that it faces the expense of a significant network upgrade.

Relatively weak return on assets and significantly underfunded
pension obligations also pressures the ratings of Verizon-New York
and Verizon-New England.  While Moody's notes the progress that
these companies have made curbing revenue loss and improving
EBITDA margins, Moody's believes that accelerating access line
losses will challenge the sustainability of this trend.

The stable outlooks for ratings at the wireline subsidiaries are
based on Moody's expectation that the steps that Verizon has taken
to shore up the credit quality at the various operating
subsidiaries, including significant reductions in dividends to
Verizon Communications, and the substitution of inter-company
loans for external debt will offset, at least for the next 12 to
18 months, expected additional earnings and cash flows pressures
at the operating companies.

Verizon's method for funding its operating companies has changed
over time.  All maturing debt and new capital needs at the
operating companies is now funded with inter-company borrowings,
rather than external debt.  While these inter-company notes rank
pari passu with external debt, Moody's believes that this
financing arrangement indicates relatively strong parental support
for these subsidiaries and gives most of the wireline subsidiaries
several notches of rating lift.

However, should Verizon once again choose to finance these
subsidiaries with any new external debt, it is very likely that
the ratings at those subsidiaries would fall by several notches to
levels that solely reflect their individual, stand-alone credit
quality.

A possible sale, spinoff or divestiture of assets could also
affect the ratings of all operating companies.

The ratings of Verizon's operating companies could come under
additional pressure if:

   1) revenue declines accelerate to close to 5% annually; or

   2) the Fiber-to-the-Premise network upgrade does not,
      over-time:

      -- significantly lower costs;
      -- support new revenue streams; and
      -- lead to increases in cash flow.

Annual access line losses persistently above 10% could further
pressure all ILEC ratings.  The operating companies' ratings could
also fall further if Moody's downgrades Verizon Communications'
senior unsecured rating.

Complete list of rating actions:

Ratings downgraded are:

  Verizon Global Funding Corp.:

    -- issuer rating to A3 from A2
    -- short-term debt rating to Prime-2 from Prime-1

  Verizon Network Funding:

    -- short-term to Prime-2 from Prime-1

  NYNEX Corporation:

    -- senior unsecured to A3 from A2

  GTE Corporation:

    -- senior unsecured to Baa1 from A3

  Verizon New York, Inc.:

    -- notes and debentures to Baa3 from Baa2

  Verizon New England, Inc.:

    -- notes and debentures to Baa1 from A3, except the $480M of
       Series B debentures, due 2042, which are downgraded to A3
       from A2 based on unconditional and irrevocable guarantee
       from Verizon Communications

  Verizon Delaware, Inc.:

    -- debentures to A3 from Aa3

  Verizon West Virginia, Inc.:

    -- debentures to A3 from Aa3

  Verizon New Jersey, Inc.:

    -- debentures to A3 from A1

  Verizon Pennsylvania, Inc.:

    -- debentures to A3 from A1

  Verizon Maryland, Inc.:

    -- debentures to A3 from A1

  Verizon North, Inc.:

    -- debentures to A3 from A1

  Verizon Northwest, Inc.:

    -- debentures to A3 from A1

  Verizon California, Inc.:

    -- debentures to A3 from A1

  Verizon Virginia, Inc.:

    -- notes and debentures to Baa1 from A1

  Verizon Florida, Inc.:

    -- debentures to Baa1 from A1

  Verizon South, Inc.:

    -- debentures to Baa1 from A2 except the $300M of Series F
       debentures, due 2041, which are downgraded to A3 from A2
       based on unconditional and irrevocable guarantee from
       Verizon Communications

  GTE Southwest, Inc.:

    -- first mortgage bonds to Baa1 from A2
    -- notes and debentures to Baa2 from A3

Ratings upgraded:

  MCI, Inc.:

    -- Corporate Family to Ba3 from B2
    -- Senior Notes to Ba3 from B2

Ratings placed on review for possible upgrade:

  Verizon Wireless Capital, LLC:

    -- A3 senior unsecured

Verizon Communications is a regional Bell operating carrier,
headquartered in New York City.  MCI Inc. is a global
telecommunications provider headquartered in Ashburn, Virginia.


MCI INC: Signs Three-Year Telecom Solution Contract with Yara
-------------------------------------------------------------
MCI, Inc. (NASDAQ: MCIP) has signed a three-year contract with
Yara, the world's largest supplier of mineral fertilizers, in
Norway for a total telecommunication solution.  Within the scope
of the contract MCI has arranged to provide telecoms services,
communication solutions, landline and mobile traffic to Yara.

By choosing MCI, Yara is benefiting from the operating
efficiencies of using one of the largest networks in the world,
while also leveraging the innovation and reliability of MCI's
services.  MCI's total solution enables Yara to use their
resources more efficiently, which is one of its key operational
priorities.  The resulting cost savings come primarily from the
international termination of mobile calls, where the mobile calls
are switched through MCI's wholly owned global network designed to
deliver maximum reliability, quality and security.  Further cost
savings are added by the increased use of mobile solutions as well
as virtual switch board solutions.

"Yara's decision to choose MCI underscores our commitment to
deliver high-quality customer service, performance and value",
says Morten Gran, Country Leader of MCI Norway.  "This is another
example of how MCI's global reach, combined with the expertise of
our local organisation, can create tangible benefits for our
customers."

MCI provides a comprehensive portfolio of voice, data and Internet
services, enabling businesses to migrate their individual
communication solutions to innovative and efficient technologies
at their own pace.  The range of services offers organizations
like Yara a variety of access line speeds and bandwidth options
creating a seamless platform for all-digital communications and
convergence applications.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 109; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


MCI INC: 11 Officers Dispose of 36,389 Shares of Common Stock
-------------------------------------------------------------
In separate filings with the Securities and Exchange Commission on
November 30, 2005, 11 officers of MCI, Inc., disclose that they
recently sold or otherwise disposed of their shares of common
stock in the Company:

                                  No. of             Amount of
                                  Shares             Securities
Officer       Designation        Disposed   Price    Now Owned
--------      -----------        --------   -----    ----------
Blakely,      Executive V.P.       3,630    $19.77     251,585
Robert T.     and C.F.O.

Briggs,       Pres., Operations    2,890    $19.77     156,799
Fred M.       &Technology

Capellas,     President and CEO    9,422    $19.77   1,010,786
Michael D.

Casaccia,     Executive VP,        2,211    $19.77     131,485
Daniel L.     Human Resources

Crane,        EVP of Strategy      2,890    $19.77     159,850
Jonathan C.   & Corp. Dev.

Crawford,     President,           1,606    $19.77      80,026
Daniel E.     Int'l & Wholesale

Hackenson,    EVP, CIO             1,884    $19.77      78,086
Elizabeth

Higgins,      EVP of Ethics        2,283    $1,977     120,345
Nancy M.      & Bus. Conduct

Huyard,       President,           4,397    $19.77     230,865
Wayne         US Sales & Service

Kelly,        Exec. VP &           3,518    $19.77     184,723
Anastasi D.   General Counsel

Trent,        SVP Comm. &          1,658    $19.77     100,747
Grace Chen    Chief of Staff

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 109; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 22, 2005,
Standard & Poor's Ratings Services placed its ratings of Ashburn,
Virginia-based MCI Corp., including the 'B+' corporate credit
rating, on CreditWatch with positive implications.  The action
affects approximately $6 billion of MCI debt.


MCLEODUSA INC: SBC Wants Cure Amount Paid Before Effective Date
---------------------------------------------------------------
Joji Takada, Esq., at Freeborn & Peters LLP, in Chicago,
Illinois, relates that the SBC Entities provide extensive
telecommunication utility services to McLeodUSA Incorporated and
its debtor-affiliates pursuant to 10 separate interconnection
agreements and tariffs in 10 states.

The SBC Entities include:

    a. Illinois Bell Telephone Company, doing business as SBC
       Illinois;

    b. Indiana Bell Telephone Company Incorporated, doing business
       as SBC Indiana;

    c. Michigan Bell Telephone Company, doing business as SBC
       Michigan;

    d. Wisconsin Bell, Inc., doing business as SBC Wisconsin;

    e. The Ohio Bell Telephone Company, doing business as SBC
       Ohio; and

    f. Southwestern Bell Telephone L.P., doing business as SBC
       Arkansas, SBC Kansas, SBC Missouri, SBC Oklahoma and SBC
       Texas.

Mr. Takada notes that the Debtors have stated their intention to
assume the SBC Agreements.

Mr. Takada notes that as of Dec. 12, 2005, the Debtors owe
the SBC Entities $35,434,309 in connection with the Debtors'
various defaults under the SBC Agreements, consisting of:

    * prepetition arrearages totaling at least $2,247,641;

    * postpetition amounts totaling at least $9,536,668;

    * $225,000 for the SBC Entities' fees and expenses including
      reasonable attorneys' fees and expenses; and

    * additional deposits or collateral security totaling
      $23,400,000, as a result of the Debtors' various prepetition
      defaults under the SBC Agreements, or alternatively, in
      connection with the Debtors' obligation to provide "adequate
      assurance of future performance" to the SBC Entities under
      Section 365(b)(1)(C) of the Bankruptcy Code upon assumption
      of the SBC Agreements.

Mr. Takada insists that the Debtors must tender the SBC Cure
Claim to the SBC Entities no later than the Effective Date, to
comply with their obligations under Section 365(b)(1) and assume
the SBC Agreements under the Plan.  The extent and amount of the
SBC Cure Claim must also be resolved prior to the Effective Date
before the Debtors can satisfy the conditions to Effective Date
in the Plan and emerge from the bankruptcy proceedings.

Therefore, the SBC Entities ask the U.S. Bankruptcy Court for the
Northern District of Illinois not to approve the Debtors'
assumption of the SBC Agreements absent payment of the
Cure Amount pre-Effective Date.

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.  (McLeodUSA Bankruptcy News,
Issue No. 6 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Bickers With SBC About Adequate Assurance Payment
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Dec. 2,
2005, the SBC Entities ask the U.S. Bankruptcy Court for the
Northern District of Illinois, Chicago Division, to:

    (a) compel the Debtors to:

        * immediately pay the postpetition arrearage; and

        * tender a cash deposit reflecting two months of charges
          incurred by the Debtors to the SBC Entities under the
          Tariffs and ICAs amounting to $23,400,000 for services
          to be provided to the Debtors by the SBC Entities under
          the Tariffs and ICAs; and

    (b) permit SBC Entities to terminate services under the
        Tariffs and ICAs without further Court Order, or other
        administrative or judicial authority upon:

        * a payment or other default by the Debtors under either
          the Tariffs or the ICAs; or

        * a failure to provide assurances as mandated by the
          Bankruptcy Court.

                         Debtors Object

Timothy R. Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Chicago, Illinois, asserts that the SBC Entities are not
at any real risk of nonpayment for postpetition services.  Hence,
the Debtors believe that the SBC Entities' request for adequate
assurance should, as contemplated by Section 366(c)(3) of the
Bankruptcy Code, be modified to be no more than some minimal
amount.  The amount should be determined based on a reasoned
review of the actual credit risks to the SBC Entities.

Mr. Pohl notes that nothing in Section 366 establishes any
minimum amount of deposit or other security.  The "Bankruptcy
Abuse Prevention and Consumer Protection Act of 2005," which was
signed into law on April 20, 2005, and became applicable to cases
filed after Oct. 17, 2005, codifies that the term "assurance
of payment" means:

      (i) a cash deposit;

     (ii) a letter of credit;

    (iii) a certificate of deposit;

     (iv) a surety bond;

      (v) a prepayment of utility consumption; and

     (vi) another form of security that is mutually agreed on
          between the utility and the debtor or the trustee.

Mr. Pohl points out that while BAPCPA provides for the forms of
adequate assurance, it does not give the SBC Entities the
unfettered right to demand assurance of payment beyond what is
reasonable given the facts and circumstances of the case.

Under the facts and circumstances of the Debtors' cases, the SBC
Entities are not subject to any material risk of nonpayment.
Among other facts and circumstances to be considered in
determining what constitutes adequate assurance for the SBC
Entities, the Court may take into consideration that:

    -- the Debtors' plan of reorganization is a true prepackaged
       Chapter 11 case;

    -- the Plan provides for the payment in full and reinstatement
       of all general unsecured claims, which includes all claims
       of the SBC Entities;

    -- it entered an order that authorizes the Debtors to pay all
       prepetition claims as they become due in the ordinary
       course of business postpetition and the Debtors have been
       doing so; and

    -- the SBC Entities have received $6,000,000 to $7,000,000
       more than they would have received if the First Day Utility
       Order had not been entered.

If the Court determines that it must or should require the
Debtors to provide a security to the SBC Entities for
postpetition services pending the Debtors' emergence from Chapter
11, the Debtors submit that a deposit equal to the actual average
accrued amounts owing for services rendered by the SBC Entities,
which is approximately $6,000,000 to $7,000,000, is more than
sufficient.

If required to post a deposit, the Debtors should not then, at
the same time, be paying the SBC Entities' prepetition claims
prior to the effectiveness of a plan of reorganization.  Instead,
the Court should credit the approximately $6,000,000 in
prepetition claims already paid to the SBC Entities, under the
express assumption that normal credit terms would continue,
against any deposit requirement, or, in essence, deem the
payments made to be the funding of a postpetition deposit.  Those
amounts can then be applied to pay prepetition claims upon
emergence from chapter 11 when and if the Plan is confirmed.

For these reasons, McLeodUSA Incorporated and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Northern District
of Illinois to deny the SBC Entities' request because the
$6,000,000 to $7,000,000 postpetition payment they made to the SBC
Entities is sufficient assurance of payment.

                      SBC Entities Talk Back

Neither the law nor the facts support the Court's finding that
the SBC Entities have been "adequately assured" of payment thus
far, or will be "adequately assured" of payment through the
Effective Date and beyond, Joji Takada, Esq., at Freeborn &
Peters LLP, in Chicago, Illinois, contends.

The Debtors rely on their "Financial Forecast and Projections" to
quell any notion that the SBC Entities will not be paid.  But
their statement hardly inspires confidence among the SBC
Entities, especially when qualified by "assumptions that may
differ from actual results" and "known and unknown risk factors"
detailed in the Debtors' Disclosure Statement.

The SBC Entities are concerned about some of the Debtors'
admissions that the Company:

    -- does not generate positive cash flow;

    -- could continue to incur significant losses over the next
       several years; and

    -- has a risk of inadequate liquidity.

Perhaps the fact that the Debtors have lost over $2,000,000,000
in less than three years and never experienced positive cash flow
explains the Company's less than enthusiastic representations as
to their financial outlook, Mr. Takada points out.  "The
significant risk to the SBC Entities from being compelled to
continue doing business with Debtors, absent an appropriate
amount of adequate assurance, is heightened by the Debtors'
history of late payment on their accounts with the SBC Entities."

In this regard, the SBC Entities ask the Court to compel the
Debtors to provide adequate assurance in the amount of two
months' billings or $23,400,000.

According to Mr. Takada, the $6,000,000 to $7,000,000 deposit
offered by the Debtors is inadequate under the circumstances.
Given the present amount of wholesale services required by the
Debtors, a $6,000,000 to $7,000,000 deposit would only cover
approximately two weeks' worth of use, in turn, giving the SBC
Entities limited protection given their $35,000,000 exposure.

The Debtors' argument that the SBC Entities' prepetition claims
are being paid in the ordinary course fails, Mr. Takada contends.
The Bankruptcy Court has never waived or otherwise restricted the
recapture and avoidance of those payments in a meltdown scenario
or otherwise.  Without the express waiver, payment of prepetition
claims is hardly an acceptable payment assurance.

In addition, the SBC Entities have rejected holding the monies as
security under Section 366(c)(1)(A)(iv).  Mr. Takada relates that
the SBC Entities have already applied the cash to prepetition
invoices.  It would literally require hundreds of hours for the
SBC Entities to properly account for holding the cash as
"security."

Furthermore, the Debtors' suggested "assurance of payment" is
inequitable and inconsistent with general bankruptcy law.  It
would be per se preferential for the Debtors to pay in the
ordinary course all prepetition general unsecured claims except
for the SBC Entities' claims.  The Debtors' proposal also
conflicts with the spirit and intent of the Bankruptcy Court's
order approving payment to general unsecured claims in the
ordinary course, Mr. Takada says.  Even accepting the Debtors'
position, there is a significant hole in the $23,400,000 deposit
requested by the SBC Entities given the over $11,000,000 in
outstanding payment due to the SBC Entities.

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.  (McLeodUSA Bankruptcy News,
Issue No. 6 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MCLEODUSA INC: Wants SBC's Reconsideration Request Denied
---------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Nov. 16, 2005, at McLeodUSA Incorporated and its debtor-
affiliates' request, the U.S. Bankruptcy Court for the Northern
District of Illinois, Chicago Division:

    (a) prohibits the Utility Companies from altering, refusing,
        or discontinuing services of prepetition claims; and

    (b) provides that the Utility Companies have "adequate
        assurance of payment" within the meaning of Section 366
        based on the acceptance of payment of prepetition
        undisputed amounts in the ordinary course of business,
        without the need for payment of additional deposits or
        security.

       SBC Entities Seek Reconsideration of Utility Order

Joji Takada, Esq., at Freeborn & Peters LLP, in Chicago,
Illinois, asserts that the Debtors' assurances of future payment
to their utility providers, including the SBC Entities, conflict
with Section 366 of the Bankruptcy Code, as amended by the
Bankruptcy Abuse Prevention and Consumer Protection Act, and are
inadequate as a matter of law.

                         Debtors' Reply

The SBC Entities' request for reconsideration should be denied
because the First Day Utility Order was proper and did not
violate Section 366 of the Bankruptcy Code, Timothy R. Pohl,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, in Chicago,
Illinois, asserts.

As a threshold matter, Mr. Pohl contends, it is not at all clear
that the SBC Entities are entitled to the statutory relief
provided in Section 366 in the first place.  The Debtors do not
consume the utility services provided by the SBC Entities.
Rather, pursuant to multiple tariffs, so-called interconnection
agreements and other commercial agreements, the Debtors purchase
telecommunications products from the SBC Entities at wholesale
prices for resale to the Debtors' customers.  In fact, the SBC
Entities are business competitors of the Debtors.

Even if Section 366 is applicable, the SBC Entities' request is
premised on facts that are misleading and incorrect, Mr. Pohl
argues.  The actual circumstances have been conveniently ignored,
including, among others, the fact that no undisputed prepetition
amounts owing to the SBC Entities that are due and payable
pursuant to their terms are outstanding.

Mr. Pohl further argues that the SBC Entities have misapplied the
provisions of Section 366 and wrongly assert that the First Day
Utility Order granted relief prohibited by the statute.

The First Day Utility Order did not violate Section 366, Mr. Pohl
insists.  The First Day Utility Order:

    (a) unilaterally offered a significant economic benefit to
        utility companies in the form of current payment of
        prepetition claims;

    (b) triggered the Debtors' statutory right to seek a
        modification by the Court of any additional demands made
        by utility companies; and

    (c) established a process by which the Court can review
        adequate assurance requests given all the facts and
        circumstances of the Debtors' cases.

Mr. Pohl notes that the SBC Entities were provided, pending a
hearing to consider the Debtors' request for the Court to modify
the SBC Entities' demands, approximately $6,000,000 to $7,000,000
in extra cash.  "That amount is approximately the same amount
that the SBC Entities are owed, at any point in time, for
services that have been rendered to the Debtors by the SBC
Entities but not yet paid for (because not yet due and payable)."

The Debtors submit that the relief granted by the Court was, and
is, fully appropriate and not prohibited by the statute, Mr. Pohl
asserts.  "None of the Debtors' numerous utility company
creditors except the SBC Entities has challenged the propriety of
the First Day Utility Order."

Accordingly, the Debtors ask the Court to deny the
Reconsideration Motion.

            Utility Order is Flawed, SBC Entities Insist

Joji Takada, Esq., at Freeborn & Peters LLP, in Chicago,
Illinois, notes that Section 366 is intended to protect utilities
like the SBC Entities from the risk of nonpayment for
postpetition services provided to debtors by offering utilities a
straightforward statutory scheme under which relief is automatic.

The Utility Order, however, deprives the SBC Entities of the
statutorily required relief, Mr. Takada asserts.  The SBC
Entities thus have asked the Court to reconsider the Utility
Order and to set an amount of adequate assurance that makes sense
in light of:

     (i) the more than $11,600,000 in monthly services that the
         SBC Entities provide to the Debtors; and

    (ii) the approximately 75-90 day grace period following bill
         issuance during which the SBC Entities must continue to
         provide services even if they have not been paid.

Mr. Takada alleges that the Debtors have attempted to end-run the
requirements of Section 366(c) by inserting in their ex parte
Utility Order the provision that by accepting payment for
prepetition services, the SBC Entities will "be deemed (a) to
have mutually agreed on a form of security acceptable to the
Utility Company and the Debtors and (b) to have adequate
assurance of future payment."

The problem with that provision is that the SBC Entities were not
consulted on the ex parte Utility Order, nor have they since
"mutually agreed" that payment for services they provided
prepetition is "adequate assurance of future payment" for
postpetition services.

Mr. Takada believes that, in reality, the Debtors offer the SBC
Entities nothing more than an administrative expense priority.
"That treatment is not a form of adequate assurance of payment
permitted by Section 366, as amended by the [Bankruptcy Abuse
Prevention and Consumer Protection Act of 2005], absent the SBC
Entities' agreement."

Given the plain language of Section 366 and the undisputed
circumstances, the SBC Entities ask the Court to grant the
Reconsideration Motion.

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.  (McLeodUSA Bankruptcy News,
Issue No. 6 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERRY-GO-ROUND: Jan. 31 Hearing to Review Chapter 7 Trustee's Fee
-----------------------------------------------------------------
The Honorable E. Stephen Derby will convene a hearing in Baltimor
at 10:00 a.m. on Tuesday, January 31, 2006, to consider whether to
allow Deborah H. Devan, the Chapter 7 Trustee overseeing the
liquidation of Merry-Go-Round Enterprises, to collect an $8.8
million fee.

That $8.8 million amount represents 3% of what has been and will
be distributed to Merry-Go-Round creditors and, Ms. Devan argues,
is the amount Congress says a chapter 7 trustee who did a superb
job like she did should collect at the conclusion of a chapter 7
case.  Ms. Devan, as previously reported in the Troubled Company
Reporter, will return roughly 40 cents-on-the-dollar to Merry-Go-
Round's unsecured creditors from the administratively insolvent
estate that she inherited when the fashion retailer's chapter 11
restructuring failed.  The bulk of the increase in estate value
came from a $185 million settlement Ms. Devan extracted from
Ernst & Young LLP.

Katherine A. Levin, Esq., representing the United States
Trustee, argues that payment of a $2.5 million lodestar fee --
derived by multiplying reasonable hourly rates of $225 to $330 per
hour by 9,300 reasonable hours Ms. Devan worked on the case over
the past decade -- is more appropriate.  The U.S. Trustee won't
lend support to a $6.3 million fee enhancement.

A number of creditors -- with actual economic stakes in the
outcome of Merry-Go-Round's case -- support Ms. Devan's fee
request.  No party-in-interest other than the U.S. Trustee has
objected to payment of the $8.8 million fee.

To date, Ms. Devan has distributed (or plans to distribute) $294.4
million to Merry-Go-Round creditors.  Ms. Devan is prepared to
make a final distribution to unsecured creditors as soon as her
compensation is approved.  Ms. Devan made a 30% distribution to
unsecured creditors in early 2003.  This final distribution will
return another 11 cents-on-the-dollar to unsecured creditors.

A full-text copy of Ms. Devan's 85-page Application is available
at no charge at:

       http://bankrupt.com/misc/94-50161-9771.pdf

A full-text copy of Ms. Devan's Memorandum of Law in support of
her Application is available at no charge at:

       http://bankrupt.com/misc/94-50161-9789.pdf

A full-text copy of the U.S. Trustee's 12-page Objection is
available at no charge at:

       http://bankrupt.com/misc/94-50161-9817.pdf

Ms. Devan's request for payment of 3% of what she's distributed to
Merry-Go-Round creditors isn't novel.  Ms. Devan's $8.8 million
request (which is roughly $950 per hour) falls within the range of
amounts paid to chapter 7 trustees in other cases:

  * Bart A. Brown received an award of $6,940,000 for his 8,606
    hours (just over $800 per hour) in In re Foxmeyer Corp., et
    al. (Bankr. D. Del. Case Nos. 96-1329 through 96-1334) from
    the Honorable M. Bruce McCullough for his work over a seven-
    year period;

   * Tom H. Connolly, Esq., received $1,661 per hour for his work
     in In re Guyana Development Corp., 201 B.R. 462 (Bankr. S.D.
     Tex. 1996);

   * In In re MiniScribe Corp., 241 B.R. 729 (Bankr. D. Colo.
     1999), confirmed after remand, 257 B.R. 56 (Bank. D. Colo.
     2000), the Court awarded the Trustee the equivalent of $1,712
     per hour;

   * Richard C. Breeden collected a $13.85 million fee as trustee
     in In re The Bennett Funding Group (Bankr. N.D.N.Y. Case No.
     96-61376, Memorandum-Decision dated Feb. 20, 2003) (Gerling,
     J.), which equaled 3% of the hundreds of millions of dollars
     he distributed to Bennett's creditors;

   * James P. Hassett, as Trustee for O.P.M. Leasing Services,
     received about $2.5 million for his work in that case 1981
     case (which would be considerably higher if expressed in 2005
     or 2006 dollars); and

   * Mr. Hassett received an $8 million fee -- the full 3% of
     funds disbursed to creditors permissible under 11 U.S.C. Sec.
     326(a) -- for services between Oct. 1989 and June 1996 as
     trustee in In re Continental Information Systems Corporation
     (Bankr. S.D.N.Y. Case Nos. 89-B-10073 through 89-B-10084
     (PBA)); and

   * Christine C. Shubert, the chapter 7 trustee in In re Winstar
     Communications, Inc., et al. (Bankr. D. Del. Case Nos.
     01-01431 through 01-01462), currently receives interim
     compensation awards equal to 3% of the amount she distributes
     to creditors from time-to-time under a deal approved by the
     Honorable Joel B. Rosenthal on November 12, 2003, with the
     consent of Winstar's secured creditors.

Merry-Go-Round filed chapter 11 bankruptcy protection in 1994
(Bankr. D. Md. Case No. 94-5-0161-SD).  Following a couple of
failed attempts to find its place on the retail landscape, the
case converted to a chapter 7 liquidation in early 1996.  Since
that time, Ms. Devan has worked on winding-up the Debtors'
estates.  Cynthia L. Leppert, Esq., and Jason N. St. John Esq., at
Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., in Baltimore
represent Ms. Devan.


MIDLAND COGEN: Fitch Junks Rating on Secured Obligation Bonds
-------------------------------------------------------------
Fitch Ratings has downgraded to 'B+' from 'BB-' the ratings on
Midland Cogeneration Venture LP's taxable secured lease obligation
bonds due 2006.  Fitch has also downgraded to 'CCC+' from 'BB-'
MCV's tax-exempt secured lease obligation bonds due 2009.  The
ratings on the taxable and tax-exempt bonds have been removed from
Rating Watch Negative with the completion of Fitch's analysis of
MCV's projected financial performance.

Fitch projects that MCV could fully deplete its cash reserves and
default on the debt service portion of rent in 2008.  MCV will
rely upon its cash reserves to meet rent payments, as revenues
earned under the power purchase agreement are insufficient to
fully cover both natural gas costs and rent obligations.  Fitch's
financial projections incorporate Fitch's current outlook for
natural gas prices and the assumption that Consumers Energy Co.
will exercise the regulatory out provision in the power purchase
agreement in 2007, reducing capacity payments thereafter.  While
MCV could default if actual results track Fitch's projections,
there are several factors that could improve MCV's financial
performance, such as lower than anticipated natural gas prices,
further reductions in dispatch, or a favorable resolution to
outstanding property tax litigation.

Though high natural gas costs have negatively affected financial
performance, the value of MCV's hedging agreements has increased
substantially with rising natural gas prices.  However, MCV will
lose a considerable proportion of the hedge's value when a number
of hedging agreements expire in 2006 and, to a lesser extent, in
2007.  Furthermore, MCV's exposure to natural gas price volatility
will grow as it becomes more dependent upon spot market purchases
of natural gas.

MCV's management has not indicated that the company will file for
bankruptcy.  However, taking into account MCV's projected
financial performance and sizable but declining hedged position,
Fitch cannot ignore the possibility of a voluntary bankruptcy.
Thus, the rating on the taxable bonds reflects the potential for a
voluntary bankruptcy filing before the taxable bonds mature in
July 2006.  The rating also reflects the recovery prospects for
the taxable bonds under a hypothetical bankruptcy scenario, as
bondholders would benefit from the substantial value of MCV's
hedging agreements and cash reserves.  In the event that MCV does
not enter bankruptcy prior to the July 2006 payment date, Fitch
expects that projected cash reserves will be sufficient to support
full and timely payment of debt service on the taxable bonds.

Fitch views the credit quality of the tax-exempt bonds to fall
below that of the taxable bonds.  Similar to the rating on the
taxable bonds, the rating on the tax-exempt bonds takes into
consideration the possibility of a voluntary bankruptcy and the
collateral value of both the hedges and the cash reserves.
However, absent a near-term bankruptcy or a consensual
restructuring of existing agreements, repayment of the tax-exempt
bonds would be jeopardized by MCV's growing exposure to volatile
natural gas prices as its hedged position declines over the long
term.  It is important to note that MCV's cash reserves and,
consequently, the long-term credit quality of the tax-exempt
bonds, continue to be highly dependent upon continued
implementation of the Resource Conservation Plan.  A favorable
resolution to the property tax litigation could increase cash
reserves and enhance the credit quality of the tax-exempt bonds,
though the final outcome remains uncertain.

MCV consists of a nominal 1,500-MW gas-fired, combined-cycle
cogeneration qualifying facility located in Midland County,
Michigan, supplying electric energy and capacity to Consumers,
electric energy and steam to Dow Chemical, and steam to Dow
Corning.  MCV is a limited partnership jointly owned by
subsidiaries of CMS Energy, El Paso Corp., and Dow Chemical.  The
taxable debt was issued by Midland Funding Corp. II, a
special-purpose funding vehicle created to finance partially the
sale-leaseback of the facility in 1990.  The tax-exempt debt was
issued by the Economic Development Corp. of the County of Midland
on behalf of the owner-trustees.


MIDLAND REALTY: Fitch Affirms B Rating on $11.1MM Class J Certs.
----------------------------------------------------------------
Fitch Ratings upgrades Midland Realty Acceptance Corp.'s
commercial mortgage pass-through certificates, series 1996-C1:

     -- $18.6 million class G to 'AAA' from 'AA'.

In addition, Fitch affirms these classes:

     -- Interest-only class A-EC 'AAA';

     -- $12.2 million class D 'AAA';

     -- $5.6 million class E 'AAA';

     -- $7.4 million class F 'AAA';

     -- $11.1 million class J 'B'.

Fitch does not rate the $5.6 million class H, the $2.3 million
principal-only class K-1, and the interest-only class K-2
certificates.  The class A-1, A-2, A-3, B, and C certificates have
paid in full.

The rating upgrade is due to the increase in subordination levels
resulting from loan payoffs and amortization.  As of the November
2005 distribution date, the pool has paid down 83.1% to $62.7
million from $371.1 million at issuance.  In addition, the pool
has paid down 46.6% since Fitch's last ratings action.

One loan is currently in special servicing.  The loan was
transferred to the special servicer in September 2004 due to lease
rollover concerns, but has since experienced an improvement in
occupancy.  The loan has been brought current and is expected to
be returned to the master servicer.

A property in Beaumont, Texas, which secures a loan representing
2.4% of the pool, was reported to have suffered extensive damage
from Hurricane Rita.  The borrower estimated the damage at
approximately 6.5% of the current loan balance.  While most of the
tenants were reported to have left the property because
electricity had not yet been restored, the borrower carried
business interruption insurance and has kept the loan current.

Twenty-nine loans remain in the pool.  Eight loans mature in 2006,
with the remainder maturing between 2008 and 2012.  The weighted
average mortgage rate of the remaining loans is 9.14%; however,
most loans cannot prepay without penalty until generally less than
12 months prior to maturity.


NADER MODANLO: Wants Exclusive Period Stretched to September 30
---------------------------------------------------------------
Nader Modanlo asks the U.S. Bankruptcy Court for the District of
Maryland to extend until Sept. 30, 2006, the period in which he
can file a chapter 11 plan.

The Debtor tells the Court that until a number of appellate
proceedings pending in the Maryland Courts are exhausted, a plan
can't be formulated.  The Debtor says the amount of claims against
him is staggering and that determining the validity and value of
the claims will take at least nine months.

The Debtor reminds the Court that he is current in his filings and
financial obligations to the U.S. Trustee and says his request is
made in good faith.

Nader Modanlo of Potomac, Maryland, is the President of Final
Analysis Communication Services, Inc.  Mr. Modanlo filed for
chapter 11 protection on July 22, 2005 (Bankr. D. Md. Case No.
05-26549).  Joel S. Aronson, Esq., at Ridberg Sherbill & Aronson
LLP, represents the Debtor.  When the Debtor filed for protection
from his creditors, he listed $500,000 to $1,000,000 in estimated
assets and more than $100 million in debts.


NADER MODANLO: FAI Co-Owner Wants Chapter 11 Trustee Appointed
--------------------------------------------------------------
Michael H. Ahan, co-equal owner of Final Analysis, Inc., asks the
U.S Bankruptcy Court for the District of Maryland to appoint a
chapter 11 trustee in Nader Modanlo's chapter 11 case.

Mr. Ahan cites four reasons why the Court should appoint a chapter
11 trustee:

    1. the Debtor has a judicially determined track record of
       violating his fiduciary duties;

    2. the Debtor refuses to disclose material information
       regarding his assets, liabilities and financial affairs;

    3. the Debtor has conflicts of interest that preclude him from
       acting as a fiduciary for his creditors; and

    4. the Debtor is incompetent to act as a fiduciary for his
       creditors.

Mr. Ahan also asks the Court, in the alternative, to covert the
case to a chapter 7 liquidation.  Mr Ahan argued that:

    a. the chapter 11 case was filed in bad faith;

    b. the case has been pending since July and the Debtor has not
       made any progress toward reorganization;

    c. converting the case to a chapter 7 liquidation is in the
       best interest of creditors than dismissing the case;

Nader Modanlo of Potomac, Maryland, is the President of Final
Analysis Communication Services, Inc.  Mr. Modanlo filed for
chapter 11 protection on July 22, 2005 (Bankr. D. Md. Case No.
05-26549).  Joel S. Aronson, Esq., at Ridberg Sherbill & Aronson
LLP, represents the Debtor.  When the Debtor filed for protection
from his creditors, he listed $500,000 to $1,000,000 in estimated
assets and more than $100 million in debts.


NEXTEL PARTNERS: Sprint Equity Purchase Cues S&P to Review Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'A-' corporate
credit rating on Sprint Nextel Corp. and subsidiaries.  All
ratings on Nextel Partners Inc., including the 'BB' corporate
credit rating, remain on CreditWatch with positive implications.

"These actions follow the companies' announcement that $28.50
per share is the price at which Sprint Nextel will purchase
Nextel Partners' class A common stock under the put right
initiated by Nextel Partners following the Sprint Nextel merger,"
said Standard & Poor's credit analyst Eric Geil.

The outlook on Sprint Nextel is stable.  The ratings on Nextel
Partners were placed on CreditWatch on Oct. 25, 2005, following
the exercise of the put right.

The value of the put transaction is within an acceptable range of
the amount that had previously been factored into the ratings on
Sprint Nextel.  The aggregate amount of the put is $6.5 billion,
including shares from the expected conversion of $300 million in
convertible notes.  Sprint Nextel intends to satisfy the put with
cash, and total acquisition consideration will be about
$7.7 billion, including about $1.2 billion in Nextel Partners net
debt.  Sprint Nextel expects to complete the transaction by the
end of the second quarter of 2006, subject to obtaining customary
regulatory approvals.

Absent guarantees from Sprint Nextel, S&P expects to raise the
corporate credit rating on Nextel Partners to at least 'BBB-',
based on S&P's assessment of Partners' strategic importance to
Nextel's nationwide Integrated Digital Enhanced Network.  S&P's
final determination of the ratings on Partners will consider
Sprint Nextel's integration plans for the company and any
further support of Partners' debt S&P might impute from Sprint
Nextel.


NORTHWEST AIRLINES: Restructures Deals for Airbus A330s on Order
----------------------------------------------------------------
Northwest Airlines (OTC: NWACQ:PK) disclosed that its board of
directors has approved agreements reached with Airbus and Pratt &
Whitney for the two manufacturers to continue delivery and
financing of all of the remaining 14 A330-300 and A330-200
aircraft that Northwest has on order.

The agreements, filed Dec. 7 with the U.S. Bankruptcy Court for
the Southern District of New York, are subject to approval by the
Bankruptcy Court, as well as certain other conditions.

During its restructuring, Northwest is reducing labor costs,
strengthening its balance sheet and optimizing its fleet to more
effectively compete in an increasingly competitive environment.
Today's announcement is a significant part of the airline's fleet
optimization plan, said President and CEO Doug Steenland.

"The A330 is the most modern, fuel-efficient jet in Northwest's
international fleet, and as such, it is a vital part of securing
our future," Steenland said.  "The continued financing agreements
with Airbus and Pratt & Whitney will ensure that Northwest can
continue to meet customer needs by offering a wide-ranging
international route system."

Airbus has agreed to finance 10 of the 14 A330s, and Pratt &
Whitney will finance the other four. The aircraft are scheduled
to become part of Northwest's fleet during 2006 and 2007.

Terms of the agreements were not disclosed.

"Airbus is pleased to have reached agreement with Northwest
Airlines to participate in their global restructuring efforts,"
said Gustav Humbert, Airbus president and CEO.  "NWA has been a
strong, long-term Airbus business partner, and our participation
demonstrates the value we place on that relationship."

Northwest currently operates a fleet of 11 A330-300 aircraft on
trans-Atlantic routes and seven A330-200 aircraft on trans-
Pacific and intra-Asia routes.

All of Northwest's A330 aircraft are equipped with the airline's
lie-flat World Business Class seats, which offer 176 degrees of
recline, more degrees of recline than any other U.S. airline's
competing product, as well as an array of innovative comforts and
features.  Customers in both cabins of Northwest's A330 aircraft
also enjoy a state-of-the-art in-flight entertainment system,
featuring a wide variety of audio and video entertainment, all
available on demand.

The A330 also provides Northwest with significant maintenance
savings and up to 30 percent in fuel savings over the DC10-30
aircraft it is replacing.  The A330 possesses a similar flight
deck and systems as Northwest's Airbus A319/A320 fleet, which also
helps contain training expenses for the airline.  Northwest
Airlines is the world's fourth largest airline with hubs at
Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.

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


NORTHWEST AIRLINES: Court Approves Rehearing of Antitrust Suit
--------------------------------------------------------------
As previously reported, Northwest Airlines, Inc., and Spirit
Airlines, Inc., stipulated to modify the automatic stay to allow
the United States Court of Appeals for the Sixth Circuit to issue
its decision on Spirit's appeal.

On November 9, 2005, the United States Court of Appeals for the
Sixth Circuit rendered its decision.

After further negotiations, the parties agree that:

   (a) Northwest Airlines may file a petition for rehearing en
       banc to the United States Court of Appeals for the Sixth
       Circuit, and Spirit may respond to the petition in all
       respects;

   (b) should the Rehearing en banc be granted, the parties may
       fully participate in the proceedings;

   (c) depending on the final outcome of the petition for
       rehearing, either party may petition the United States
       Supreme Court for certiorari and fully participate in any
       ensuing legal arguments there;

   (d) all other rights of the parties are otherwise reserved and
       the automatic stay is not otherwise modified.

Judge Gropper approves the Stipulation in its entirety.

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


NORTHWEST: Court OKs Defeasement of Trust No. 1 Secured Debt
------------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its debtor-
affiliates asked the U.S. Bankruptcy Court for the Southern
District of New York to authorize:

   (a) Northwest Airlines to purchase from Aircraft Finance the
       sole beneficial interest in Trust 1 for $36,934,579, an
       amount sufficient, in combination with Aircraft Finance's
       retained cash, to satisfy Trust 1's missed September 12
       Payment and to defease the trust's future obligations;

   (b) Aircraft Finance to transmit the funds received from
       Northwest Airlines to Trust 1, along with all sums held by
       Aircraft Finance;

   (c) Trust 1 to use the funds to defease the remaining debt
       obligations;

   (d) Northwest Airlines and Trust 1 to terminate the lease
       agreement pursuant to which Northwest Airlines currently
       leases the Trust 1 Aircraft from Trust 1; and

   (e) Northwest Airlines to terminate Trust 1 and take title,
       free and clear of liens or encumbrances, of the Trust 1
       Aircraft owned by the trust and any other trust assets.

Alternatively, the Debtors asked the Court to authorize Northwest
Airlines to purchase the Trust 1 assets, free and clear of all
liens or encumbrances, on account of the $36,934,579 payment.

                        ABN AMRO Objects

ABN AMRO Bank N.V. argues that the Debtors must undertake the
prerequisites for the full defeasance and termination of the
structured finance transaction for the 10 Boeing Aircraft.

ABN AMRO doubts that U.S. Bank, N.A., the collateral agent and
lien holder on all of the assets of NWA Trust No. 1, has
consented to the defeasance and release of liens when U.S. Bank
can only provide the consent at the direction of several parties,
including ABN AMRO, to defease their obligations under the Boeing
Transaction.

ABN AMRO is the liquidity provider under the Boeing Transaction
pursuant to an Irrevocable Revolving Credit Agreement, dated as
of November 15, 1996.

Raniero D'Aversa, Jr., Esq., at Mayer, Brown, Rowe & Maw LLP, in
New York, relates that ABN AMRO is committed to fund interest
payments to noteholders if Northwest Airlines, Inc., fails to
make lease payments for the Aircraft.

Mr. D'Aversa tells Judge Gropper that ABN AMRO has an ongoing
commitment to make loans under the Boeing Transaction, and has
various contractual rights and priorities vis-a-vis the
noteholders.  If and when U.S. Bank Trust, the Indenture Trustee,
makes distributions, ABN AMRO is entitled to be reimbursed for
draws and certain Liquidity Obligations prior to any payments to
the noteholders.

ABN AMRO is also protected by the security interest granted in
favor of U.S. Bank.  As a result, the liens securing the
obligations under the Boeing Transaction cannot be released so
long as ABN AMRO has any continuing obligation under the
Liquidity Facility.

Furthermore, after the 60-day stay period under Section 1110 of
the Bankruptcy Code expired on November 14, 2005, ABN AMRO has
been entitled, among other things, to terminate the Liquidity
Facility and, shortly thereafter, direct U.S. Bank to foreclose
the liens on the assets of Trust 1.

Mr. D'Aversa informs the Court that Northwest failed to make
payments under the Leases due on or about September 12, 2005.
Accordingly, Trust 1 failed to make the payment due September 12
on the Class A Notes and the Class B Notes issued by Trust 1.  On
September 13, 2005, pursuant to its obligations as Liquidity
Provider, ABN AMRO funded $1,705,420 for the missed interest
payments on both notes.  Those amounts, in addition to other
amounts due under the applicable documents, remain unpaid.

Mr. D'Aversa asserts that the $36,934,579 Purchase Amount and the
$5,506,747 retained cash should not be deemed the Defeasance
Amount.  He says that the Debtors cannot at this time determine
the amount required to fully satisfy all of the obligations under
the Boeing Transaction because, among other things, the Indenture
Trustee has not calculated the full amounts due and owing to the
respective parties.  He adds that the Defeasance Amount should be
sufficient to pay amounts due in:

    (i) the Class A Trust Indenture dated as of March 10, 1994

   (ii) the Class B Trust Indenture dated as of March 10, 1994;

  (iii) the Liquidity Facility; and

   (iv) the other Operative Documents.

Likewise, the Debtors should not purport to allocate the payment
of the Defeasance Amount among the parties, Mr. D'Aversa adds.
He notes that ABN AMRO has already funded interest shortfalls and
has incurred reimbursable expenses in connection therewith.  The
Boeing Transaction documents have intricate distribution
waterfalls, which dictate how U.S. Bank must distribute funds to
itself, as Collateral Agent, ABN AMRO as Liquidity Provider, and
the noteholders.

The Debtors cannot effect the release of liens without properly
terminating the Boeing Transaction, Mr. D'Aversa continues.  He
states that U.S. Bank must deliver to ABN AMRO a certification
that all of the remaining debt of Trust 1 has been paid in full
or the debt is otherwise no longer entitled to the benefits of
the Liquidity Facility.

                          *     *     *

After due deliberation, the Court grants the Debtors' Request.
Judge Gropper finds that the $42,441,326 computed by the Debtors
would be sufficient to pay in full:

  (a) the reasonable fees, costs, and expenses of the Indenture
      Trustee and the Collateral Agent;

  (b) the reimbursement of an outstanding drawing on ABN AMRO,
      together with accrued interest thereon and the Liquidity
      Provider's reasonable fees, costs and expenses;

  (c) the aggregate unpaid principal amount of all of the Class
      A Notes together with interest accrued thereon to March 10,
      2006; and

  (d) the aggregate unpaid principal amount of all of the
      Class B Notes together with interest accrued thereon to
      March 10, 2006.

NWA Aircraft Finance, Inc., is directed to immediately transmit
the funds received from Northwest Airlines and $5,506,747 of
retained cash to the Collateral Agent.

Upon receipt of the funds, U.S. Bank, together with U.S. Bank
Trust will:

   (a) promptly pay:

       * any and all of their past due fees and expenses;

       * any and all amounts due to the Liquidity Provider; and

       * any principal amount of the Notes that was due on
         September 10, 2005, together with interest accruing
         thereon to the date of the payment;

   (b) deposit all remaining Funds in the trust accounts held by
       U.S. Bank Trust solely for the benefit of the noteholders
       in amounts at least sufficient to pay the balance of the
       Notes; and

   (c) terminate the liquidity agreement with the ABN AMRO.

Aircraft Finance's transmittal of the Funds to the Collateral
Agent will be without set-off, counterclaim, right of avoidance,
recoupment, or reduction of any nature, whether pursuant to
Chapter 5 of the Bankruptcy Code or otherwise.

Judge Gropper clarifies that the Funds will not be property of
the estates of any of the Debtors, and neither the Debtors will
have any right, title or interest in or to the Funds, and no
other creditor of any of the Debtors or any other holder of a
lien against the assets of any person may acquire valid claims or
liens as to the Funds.

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


OMEGA HEALTHCARE: Prices $175 Million Senior Notes Offering
-----------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) reported that on
Dec. 20, 2005 it agreed to sell $175 million aggregate principal
amount of 7.00% senior notes due 2016 in a private placement at an
issue price of 99.109% of the principal amount of the Notes (equal
to a per annum yield to maturity of 7.125%), resulting in gross
proceeds to Omega of $173.4 million.  The Notes will be unsecured
senior obligations of Omega and will be guaranteed by Omega's
subsidiaries.  The notes will be offered only to qualified
institutional buyers under Rule 144A under the Securities Act of
1933, as amended, and to non-U.S. persons outside the United
States under Regulation S under the Securities Act.

Omega will use the net proceeds of the offering to offer to fund
its cash tender offer and consent solicitation for its outstanding
$100 million aggregate principal amount of 6.95% notes due 2007,
to repay outstanding indebtedness under its $200 million senior
revolving credit facility, for general corporate purposes and to
pay related fees and expenses.

The Notes issued in this offering have not been registered under
the Securities Act, or any applicable state laws.  Accordingly,
the Notes may not be offered or sold in the U.S. or to U.S.
persons absent registration or an applicable exemption from
registration under the Securities Act and applicable state
securities laws.

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. -- http://www.omegahealthcare.com/-- is a real estate
investment trust investing in and providing financing to the long-
term care industry. At September 30, 2005, the Company owned or
held mortgages on 216 skilled nursing and assisted living
facilities with approximately 22,407 beds located in 28 states and
operated by 38 third-party healthcare operating companies.

                         *     *     *

Omega Healthcare's 6.95% notes due 2007 and 7% notes due 2014
carry Moody's Investors Service's B1 rating, Standard & Poor's BB-
rating and Fitch's BB- rating.


OPTION ONE: Extends 90-Day Payment for Borrowers to 180 Days
------------------------------------------------------------
Option One Mortgage Corporation is extending its relief provisions
to borrowers impacted by Hurricanes Katrina and Rita.  Most
importantly, the company will allow borrowers who are still out of
contact or need additional time to defer loan payments for 180
days from the date of the FEMA-declared disaster for Katrina, or
until the end of February.  This amounts to six months of deferred
mortgage payments.

After Hurricane Katrina struck, Option One immediately allowed
borrowers to suspend payments for the first 90 days, a provision
that was given to borrowers affected by Hurricanes Rita and Wilma,
as well.  The company also mobilized its specially trained and
dedicated customer team to work with borrowers who were affected
and to customize solutions for them.

"Our first priority is working with our borrowers to understand
their individual needs in this unprecedented situation," Teji
Singh, senior vice president, servicing operations, said.  "We
also want to help borrowers avoid unnecessary costs and protect
the financial interests they have in their homes.  For that
reason, we encourage any borrower who has not yet been in touch to
please contact us so we can help them work out the best solution
for their particular circumstances."

While most borrowers are making their payments, it is clear that
some borrowers need more time.

In addition to the additional 90-day payment deferral, other
relief provisions were also extended including:

     --  Non-payment will not be reported to credit agencies.

     --  Impacted borrowers will not be charged late fees.

     --  Any legal actions in progress, including foreclosure
         actions, are suspended.

Option One may extend payment delays and other relief measures
past 180 days on a case-by-case basis if the borrower needs that
help.  If a property inspection is necessary, the borrower will
not be charged for this.

For more information, visit http://www.optiononemortgage.com/and
click on the icon about hurricane relief.  Or call (800) 648-9605
from 8 a.m. to 6 p.m. EST, Monday - Friday.  You will be connected
to someone from the Borrower Disaster Assistance Team who is
available to work with you to help you preserve your assets.

Founded in 1992, Irvine, California-based Option One Mortgage
Corporation -- http://www.optiononemortgage.com/-- originates and
acquires nonprime residential mortgage products through a national
network of brokers and lenders.  Option One also services and
sub-services nonprime mortgage loans, with more than $77 billion
under management at Nov. 30, 2005.  Additionally, the company
markets a variety of direct-to-consumer mortgage products
nationwide through its wholly owned subsidiary, H&R Block Mortgage
Corporation.  Option One employs more than 5,500 associates.  It
is a subsidiary of H&R Block Inc., -- http://www.hrblock.com/-- a
diversified company with subsidiaries that deliver tax services
and financial advice, investment and mortgage products and
services, and business accounting and consulting services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 01, 2005,
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Option One Mortgage Loan Trust 2005-5, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates
issued in the securitization.

The complete rating actions:

Issuer: Option One Mortgage Loan Trust 2005-5

Securities: Asset-Backed Certificates, Series 2005-5

   * Class A-1, rated Aaa
   * Class A-2, rated Aaa
   * Class A-3, rated Aaa
   * Class A-4, rated Aaa
   * Class M-1, rated Aa1
   * Class M-2, rated Aa2
   * Class M-3, rated Aa3
   * Class M-4, rated A1
   * Class M-5, rated A2
   * Class M-6, rated A3
   * Class M-7, rated Baa1
   * Class M-8, rated Baa2
   * Class M-9, rated Baa3
   * Class M-10, rated Ba1
   * Class M-11, rated Ba2


ORIUS CORP: Wants to Hire Conway Del Genio as Financial Advisors
----------------------------------------------------------------
Orius Corp., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
employ Conway, Del Genio, Gries & Co., LLC as their financial
advisors.

Conway Del Genio will:

   1) advise and assist the Debtors in the process of
      marketing and selling all or parts of Orius Telecom Services
      Inc, whether pursuant to Section 363(b) of the Bankrutpcy
      Code or otherwise;

   2) assist the Debtors in the development, evaluation,
      negotiation, and execution of any potential restructuring
      plan or plan of reorganization;

   3) assist the Debtors in the initial stages of their chapter 11
      cases, including development of communications plans,
      preparation of critical vendor motions and first-day
      motions, development of employee retention plans and other
      tasks as may be necessary;

   4) assist the Debtors in obtaining debtor-in-possession
      financing and in preparing and negotiating cash collateral
      arrangements;

   5) assist the Debtors in the preparation of reports and
      in communications with their lenders and other
      constituencies, and in the preparation of any plan or plans
      of reorganization and related disclosure statement or
      statements to be filed by the Debtors or their subsidiaries;

   6) render all other necessary financial advisory services to
      that are necessary in connection with their chapter 11
      cases.

Robert Del Genio, a member of Conway Del Genio, reports that his
Firm will be paid with:

      1) a monthly fee of $100,000;

      2) a restructuring fee equal to two percent of the Debtors'
         obligations that are the subject of a restructuring that
         is consummated, and the restructuring fee is payable in
         full upon the effective date of the Debtors' plan of
         reorganization;

      3) a sale transaction fee contingent upon the consummation
         of a sale transaction of the Debtors' assets, and equal
         to 2% of the aggregate consideration of a sale
         transaction of up to $30 million, and 4% of the
         incremental aggregate consideration of a sale transaction
         that is over $30 million; and

      4) out of pocket expenses to be reimbursed monthly,
         including including the fees and disbursements of Conway
         Del Genio attorneys, plus any sales, use or similar
         taxes.

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

Headquartered in Barrington, Illinois, Orius Corp. --
http://www.oriuscorp.com/-- is a nationwide provider of
construction, deployment and maintenance services to customers
operating within the telecommunications; broadband; gas and
electric utilities; and government industries.  The Company and
its affiliates filed for chapter 11 protection on Dec. 12, 2005
(Bankr. N.D. Ill. Case No. 05-63876).  Aaron C. Smith, Esq., and
Folarin S. Dosunmu, Esq., at Lord, Bissell & Brook LLP represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed estimated
assets of $10 million to $50 million and estimated debts of $50
million to $100 million.


ORIUS CORP: Wants to Hire Lord Bissell as Bankruptcy Counsel
------------------------------------------------------------
Orius Corp., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
employ Lord, Bissell & Brook LLP as their general bankruptcy
counsel.

Lord Bissell will:

   1) advise the Debtors with respect to their powers and duties
      as debtors and debtors-in-possession in the continued
      management and operation of their businesses and properties;

   2) attend meeting and negotiate with representatives of
      creditors and other parties-in-interest and advise and
      consult the Debtors on the conduct of their chapter 11
      cases;

   3) advise the Debtors in connection with possible asset sales,
      business combinations, including the negotiation of asset,
      stock purchase, merger or joint venture agreements,
      implementing bidding procedures, evaluating competing offers
      and drafting corporate documents for proposed sales, and
      advise in closing asset sales;

   4) advise the Debtors in connection with post-petition
      financing and cash collateral arrangements and in
      negotiations and drafting of documents related to DIP
      financing and cash collateral, and advise in connection with
      emergence financing and capital structure and in
      negotiations and drafting of documents related to those
      transactions;

   5) advise the Debtors related to the evaluation of the
      assumption, rejection or assignment of unexpired leases and
      executory contracts, and prepare on their behalf all
      motions, applications, answers, orders, reports and papers
      necessary to the administration of the Debtors' estates;

   6) advise the Debtors with respect to legal issues relating to
      their ordinary course of business and negotiate and prepare
      on the Debtors' behalf plan or plans of reorganization,
      disclosure statement or statements and all related documents
      to the plan and disclosure statement;

   7) attend meetings with third parties and appear before the
      Bankruptcy Court, other courts and the U.S. Trustee and
      protect the Debtors' interests before those courts and the
      U.S. Trustee; and

   8) perform all other appropriate and necessary legal services
      to the Debtors in connection with their chapter 11 cases.

Forrest B. Lammiman, Esq., a member of Lord Bissell, discloses
that his Firm received a $200,000 retainer.

Mr. Lammiman reports Lord Bissell's professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $425 - $590
      Associates           $210 - $305
      Paralegals           $125 - $175

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

Headquartered in Barrington, Illinois, Orius Corp. --
http://www.oriuscorp.com/-- is a nationwide provider of
construction, deployment and maintenance services to customers
operating within the telecommunications; broadband; gas and
electric utilities; and government industries.  The Company and
its affiliates filed for chapter 11 protection on Dec. 12, 2005
(Bankr. N.D. Ill. Case No. 05-63876).  When the Debtors filed for
protection from their creditors, they listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


PACIFIC LUMBER: Weak Financial Profile Cues S&P's Negative Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Pacific
Lumber Co. to negative from developing.  The company's 'CCC-'
corporate credit rating was affirmed.

"We are concerned about the company's diminished liquidity,
negative cash flow, and continuing harvest restrictions and
onerous regulations," said Standard & Poor's credit analyst
Dominick D'Ascoli.

The rating on redwood and Douglas-fir lumber producer Pacific
Lumber reflects:

     -- Very weak financial performance during the past few years;

     -- Financial difficulties at its wholly owned subsidiary and
        primary log supplier, Scotia Pacific Co. LLC Scotia has
        announced it is looking into restructuring its timber
        notes and will likely seek Chapter 11 bankruptcy
        protection;

     -- The public's environmental sensitivity regarding
        harvesting trees in California. Environmental lawsuits
        will likely continue for the foreseeable future;

     -- Onerous environmental regulations with multiple
        governmental agencies involved in the harvest permitting
        process; and

     -- Narrow product focus with little operating diversity in
        the highly cyclical lumber market.

Liquidity was $8 million on Sept. 30, 2005, comprised of
$7.7 million of availability under a $30 million borrowing-based
revolving credit facility maturing in 2010 and $300,000 or cash
and marketable securities.  Liquidity declined dramatically in the
third quarter because the company was required to post a
$9.9 million letter of credit to secure workers compensation
liabilities triggered by Standard & Poor's low rating on the
company and lower sales as a result of continued harvest
restrictions.

Pacific Lumber estimates its cash flow from operations will not be
sufficient to fund its operations until the fourth quarter of 2006
and that it will use its available liquidity to fund the
shortfall.

The rating will be lowered if Pacific Lumber files for bankruptcy
protection.  The outlook could be revised to stable if Scotia
Pacific successfully restructures its debt and is able to provide
Pacific Lumber with adequate log volumes and if Pacific Lumber's
financial performance improves.


PETSMART INC: Improved Operating Performance Spurs S&P's BB Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on specialty pet retailer PetSmart Inc. to 'BB' from 'BB-'.
The upgrade is based on the company's improved operating
performance and credit measures.

Comparable-store sales increased 4.1% in the first three quarters
of 2005, while operating margins expanded to 17.1% from 16.3% the
year before.  Operating performance has been driven by good
execution and favorable industry trends.  As a result, cash flow
protection measures have continued to strengthen, with
lease-adjusted EBITDA for the latest 12 months covering interest
by 4.0x, and lease-adjusted debt to EBITDA at 3.0x.  The outlook
has been revised to stable.

The ratings on Phoenix, Arizona-based PetsMart reflect the risks
associated with the company's participation in the competitive and
highly fragmented pet supplies retail industry.  These risks are
only partially mitigated by the company's established market
position in the industry and its improving trends for operating
performance and credit measures.

"PetSmart has made significant progress in improving its
operations over the past three years," said Standard & Poor's
credit analyst Robert Lichtenstein, "reflecting its successful
store reformatting and expanded focus on pet services."


PHOTOCIRCUITS CORP: Court Approves $7.33MM DIP Loan from Stairway
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Photocircuits Corporation to incur $7.33 million
postpetition debt from Stairway Capital Management, L.P. on an
interim basis.

The Debtor said that the funds are necessary to meet all of its
working capital needs, and to preserve the going concern sale
value of its assets.

In addition, the Debtor's suppliers, vendors and other creditors
are looking to the immediate approval of the DIP loan for
assurance that they will be paid on a continuous and timely basis.

Stairway is entitled to superiority administrative expense status
and secured by superpriority status over senior liens on and
security interest in all of the Debtor's assets.

The loan will mature on January 31, 2006.

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.


POTLATCH CORP: Registers 1.6 Mil. Common Shares for Distribution
----------------------------------------------------------------
Potlatch Corporation filed a Registration Statement with the
Securities and Exchange Commission for the distribution of
1.6 million shares of common stock under its 2005 Stock Incentive
Plan.

A full-text copy of the 2005 Stock Incentive Plan is available for
free at http://ResearchArchives.com/t/s?3e5

The company priced the shares of stock registered at $47.11 per
share, aggregating around $75.38 million.

The Company's common shares are traded at the New York Stock
Exchange under the symbol "PCH".  The Company's shares trades
between $46.90 and $52.10 per share.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?3e3

Potlatch Corporation -- http://www.potlatchcorp.com/-- owns and
manages approximately 1.5 million acres of timberlands and
operates 13 manufacturing facilities.  The Company's timberland
and all of its manufacturing facilities are located within the
continental United States, primarily in Arkansas, Idaho, Minnesota
and Nevada.  The Company is engaged principally in growing and
harvesting timber and converting wood fiber into two broad product
lines: (a) commodity wood products; and (b) bleached pulp
products.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on forest products company Potlatch Corp. to 'BB' from
'BB+'.  At the same time, Potlatch's unsecured debt rating was
lowered to 'BB' from 'BB+' and its subordinated debt rating was
lowered to 'B+' from 'BB-'.  All ratings were removed from
CreditWatch where they were placed with negative implications on
Sept. 20, 2005.  The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 27, 2005,
Moody's Investors Service affirmed Potlatch Corporation's Ba1
senior unsecured and Ba2 senior subordinated debt ratings.

Ratings affirmed:

   * Corporate family rating: Ba1
   * Senior unsecured notes and debentures: Ba1
   * 10.00% senior subordinated notes due 2011: Ba2

Outlook: Stable

As reported in the Troubled Company Reporter on Oct. 24, 2005,
Fitch Ratings has affirmed Potlatch Corporation's senior unsecured
ratings and issuer default rating at 'BB+' and the company's
senior subordinated rating at 'BB'.  The Potlatch Rating Outlook
remains Stable.


PT HOLDINGS: Lenders Extend 2004 Reporting Deadline to Jan. 31
--------------------------------------------------------------
PT Holdings Company Inc., parent company of Port Townsend Paper
Corporation, reported the receipt of a 30-day waiver extension to
deliver its 2004 audited financial statements under their primary
revolving credit facility.  Under the extension, the 2004 audited
financial statements are now due by Jan. 31, 2006.

As previously announced, the company is also in the process of
restating and re-auditing its 2002 and 2003 financial statements.

"In spite of the continued hard work of our staff and our
independent auditors, we haven't completed the necessary steps to
issue our 2002, 2003 and 2004 financial statements," said Timothy
P. Leybold, Chief Financial Officer.  "We fully expect to issue
the statements shortly after the holidays."

The company's pursuit of the 30-day extension was due in part to
the company's discovery of asset allocation errors within the 2001
purchase accounting for the acquisition of Crown Packaging.  These
errors will require restatement of the company's fixed assets,
intangible assets, and goodwill balances, along with the related
annual depreciation, amortization, and tax effects on the
company's operating results for each of the years ended December
31, 2002, 2003 and 2004.  These restatements to 2002 and 2003 are
in addition to those previously announced on October 28.

Specifically, the correction is expected to increase the amount of
fixed assets and identifiable intangible assets acquired while
correspondingly reducing the amount of goodwill originally
recorded.  The company has retained an independent appraisal firm
to assist management in determining the appropriate allocation of
purchase price between these long-term asset classes.

The company will have $3 million of additional borrowing
availability under its revolving credit facility upon delivery of
its 2004 audited financial statements to its lenders.  The current
$3 million reserve applied against the company's borrowing
availability under the company's revolving credit agreement
increased from $2.5 million on Nov. 30, 2005.

The Port Townsend Paper family of companies employs approximately
800 people and annually produces more than 320,000 tons of
unbleached Kraft pulp, paper and linerboard at its mill in Port
Townsend, Washington.  The company also manufactures approximately
1.8 billion square feet of corrugated products annually at its
three Crown Packaging Plants and two BoxMaster Plants located in
British Columbia and Alberta.


QUEBECOR MEDIA: Launches Offers for 11-1/8% & 13-1/4% Sr. Notes
---------------------------------------------------------------
Quebecor Media Inc. has commenced cash tender offers and consent
solicitations for any and all of its outstanding 11-1/8 % Senior
Notes due July 15, 2011 and 13-3/4 % Senior Discount Notes due
July 15, 2011.  Each tender offer is scheduled to expire at
12:01 a.m. New York City time on Jan. 18, 2006, unless extended or
terminated.  The consent solicitations are scheduled to expire at
5:00 p.m. New York City time on Dec. 30, 2005, unless extended.

The tender offers are being made upon the terms, and subject to
the conditions, set forth in the Offer to Purchase and Consent
Solicitation Statement, dated Dec. 16, 2005, and the related
Letter of Transmittal, which more fully set forth the terms of the
tender offers and consent solicitations.

The Senior Notes bear CUSIP number 74819RAB2 and ISIN
US74819RAB24, and the Discount Notes bear CUSIP number 74819RAD8
and ISIN US74819RAD89.

The total consideration per $1,000 principal amount of Senior
Notes validly tendered and not withdrawn prior to the Consent Date
will be based on the present value on the early settlement date
(or on the final settlement date, if Quebecor Media foregoes an
early settlement date, as described in the Offer to Purchase) of
$1,055.63 (the amount payable on July 15, 2006, which is the date
that the Notes may first be redeemed by Quebecor Media), and the
present value of interest that would be payable on, or accrue
from, the last interest payment date until July 15, 2006, in each
case, determined based on a fixed spread of 50 basis points over
the yield on the 7.0% U.S. Treasury Note due July 15, 2006.

The total consideration per $1,000 principal amount at maturity of
Discount Notes validly tendered and not withdrawn prior to the
Consent Date will be based on the present value on the early
settlement date (or on the final settlement date, if Quebecor
Media foregoes an early settlement date) of $1,068.75 (the amount
payable on July 15, 2006, which is the date that the Notes may
first be redeemed by Quebecor Media), determined based on a fixed
spread of 50 basis points over the yield on the 7.0% U.S. Treasury
Note due July 15, 2006.

In addition, holders of Senior Notes (but not Discount Notes)
accepted for purchase will receive accrued and unpaid interest to,
but not including, the applicable settlement date, in respect of
such Senior Notes.

Yields for the U.S. Treasury Notes referenced above will be
calculated at 2:00 p.m., New York City time, at least one business
day following the Consent Date and at least two business days
prior to the Expiration Date.  The company intends to issue a
press release announcing the Price Determination Date by
9:30 a.m., New York City time, on such date and will issue a press
release announcing the pricing information promptly after it is
determined.

In connection with the tender offers, Quebecor Media is soliciting
consents to certain proposed amendments to eliminate substantially
all of the restrictive covenants and certain events of default in
the respective indentures governing the Senior Notes and the
Discount Notes.  A consent payment of $30.00 per $1,000 principal
amount of Senior Notes and $30.00 per $1,000 principal amount at
maturity of Discount Notes to holders who validly tender their
Notes and deliver their consents at or prior to the Consent Date
is included in the total consideration.  Holders that tender their
Notes after the Consent Date but prior to or at the expiration of
the tender offers will receive the purchase price, which is equal
to the total consideration less the consent payment.

Holders tendering Notes will be required to consent to proposed
amendments to the respective indentures governing the Senior Notes
and the Discount Notes, which will eliminate substantially all of
the restrictive covenants and certain events of default and
related provisions contained in the respective indentures.
Adoption of the proposed amendments under the respective
indentures requires the consent of at least a majority of the
outstanding principal amount of the Senior Notes and at least a
majority of the outstanding principal amount at maturity of the
Discount Notes, respectively.

The consummation of the tender offers and consent solicitations is
subject to the conditions set forth in the Offer to Purchase,
including the receipt of the Majority Consents from the
Noteholders, and is conditioned on Quebecor Media obtaining the
financing necessary to fund the tender offers and consent
solicitations.  Each tender offer and consent solicitation is
independent of the other, and Quebecor Media may amend, extend or
terminate each individually.

Quebecor Media may, subject to certain restrictions, amend, extend
or terminate the offers and consent solicitations at any time in
its sole discretion without making any payments with respect
thereto.

Holders may withdraw their tenders and revoke their consents at
any time prior to the execution of the supplemental indentures
giving effect to the proposed amendments, which will occur
promptly following the Consent Date if the Majority Consents are
obtained.  Tendered Notes may not be withdrawn and consents may
not be revoked after the Withdrawal Deadline unless we extend the
Withdrawal Deadline.

Quebecor Media has engaged Citigroup Corporate and Investment
Banking as dealer manager for the tender offers and solicitation
agent for the consent solicitations.  Questions regarding the
tender offers and consent solicitations may be directed to:

      Citigroup Corporate and Investment Banking
      Tel. Nos.: (800) 558-3745 or (212) 723-6106

Requests for documentation should be directed to the Information
Agent and the Depositary for the tender offers and consent
solicitations:

      Global Bondholder Services Corporation
      Tel. No.: (212) 430-3774 (collect)
      Toll Free No.: (866) 470-4300

Quebecor Media Inc., a company incorporated in Canada under the
Companies Act, is one of Canada's largest media companies.  Its
principal lines of business are cable, newspaper publishing,
television broadcasting, business telecommunications, book,
magazine and video retailing and publishing, distribution and
music recording, and new media services.

Quebecor Media Inc.'s 11-1/8 Senior Notes due 2011 carry Moody's
Investors Service's B2 rating and Standard & Poor's B rating.


REFCO INC: 24 Customers Want RCM's Case Converted to Chapter 7
--------------------------------------------------------------
Twenty-four customers holding approximately $500,000,000 in
claims ask the Court to convert Refco Capital Markets, Ltd.'s
Chapter 11 case to a stockbroker liquidation under Sections
109(d) and 1112(b) and Subchapter III of Chapter 7 of the
Bankruptcy Code.

The Customer Group, which initiated the request, consists of:

    * Inter Financial Services, Ltd.,
    * Capital Management Select Fund Ltd.,
    * Global Management Worldwide Limited,
    * Arbat Equity Arbitrage Fund Limited,
    * Russian Investors Securities Limited,
    * Garden Ring Fund Limited,
    * RB Securities Limited,
    * GTC Bank Inc.,
    * IDC Financial S.A.,
    * Investment Development Finance Corp/II,
    * Investment & Development Finance Corp.,
    * Oslo International S.A.,
    * Alfredo Skinner-Klee and Alexandra Sol de Skinner-Klee,
    * Ernesto Ruiz Sinibaldi,
    * Christian Klose Pieters and Aida Margarita Rosales de Klose,
    * Hibernia Invest & Finance, S.A.,
    * Ralph Hervarac Inc.,
    * Ballery Holdings,
    * Bilston International Inc.,
    * Banco Reformador S.A.,
    * Transcom Bank (Barbados) Ltd., and
    * Inversiones Sacramento S.A.

In separate pleadings, Josefina Franco Sillier and Banco Uno S.A.
join in the Customer Group's Conversion Motion.

Thomas J. Moloney, Esq., at Cleary, Gottlieb, Steen & Hamilton
LLP, in New York, informs the U.S. Bankruptcy Court for the
Southern District of New York that Refco Capital Markets,
Ltd., is a stockbroker as defined by Section 101(53A) of the
Bankruptcy Code.  In that connection, RCM has customers and
engaged in the business of effecting transactions in securities
for the account of others or with members of the general public,
from or for their customers' accounts.  Based on disclosures by
Refco Inc. and its subsidiaries, RCM has approximately 3,000
customers.

                        The Customer Group

Mr. Moloney relates that each member of the Customer Group is an
RCM customer under Section 741(2) of the Bankruptcy Code because
each is:

    (A) an entity with whom RCM has dealt with as principal or
        agent and that has a claim against RCM on account of a
        security received, acquired, or held by RCM in the
        ordinary course of RCM's business as a stockbroker, from
        or for the securities account or accounts of each member
        of the Customer Group and other customers:

           -- for safekeeping;
           -- with a view to sale;
           -- to cover a consummated sale;
           -- pursuant to a purchase;
           -- as collateral under a security agreement; or
           -- for effecting registration of transfer; and

    (B) an entity that has a claim against RCM arising out of:

           -- a sale or conversion of a security received,
              acquired, or held; or

           -- a deposit of cash, a security, or other property
              with RCM for purchasing or selling a security.

Members of the Customer Group have been parties to, and have
engaged in securities transactions pursuant to, certain Customer
Agreements with RCM since:

    (i) August 2001 for Inter Financial;

   (ii) June 2004 for Capital Management;

  (iii) July 1999 for RB Securities; and

   (iv) prior to the Petition Date for the other members of the
        Customer Group.

For each of those customers, RCM provided directly customer
account statements reflecting their holdings.

Mr. Moloney illustrates that RCM dealt with its clients as
"customers" and is currently holding assets constituting
"customer property" that were in the Customer Group's accounts.

Through an October 27, 2005 letter, former Refco Chief Executive
Officer Phillip R. Bennett informed Refco customers that with
respect to their accounts, the timetable for returning funds to
customers would be determined by the Bankruptcy Court.  However,
the October 27 letter did not disclose that RCM no longer had
sufficient customer property in its possession to return to RCM
customers all the customer property once held in the customers'
accounts.

On December 5, 2005, the Refco Debtors made a Court-ordered
disclosure in which it was acknowledged that RCM held
approximately $1,905,000,000 in assets, against which there were
customer claims of $3,675,000,000 -- a shortfall of approximately
$1,770,000,000.

                   The Customer Group's Accounts

According to disclosures made to specific customers regarding the
coverage ratios in their individual accounts, the shortfall did
not affect customers equally.  For some customers, RCM asserted
that it has retained only a small portion of the customer
property listed in their customer accounts.  For other customers,
RCM continued to hold a greater percentage of the securities.

The disclosure also revealed that the majority of RCM's assets
are intercompany claims to customer property, including claims
for $2,151,000,000 and $608,000,000 against Refco Global Finance
Ltd. and Refco Group Ltd., LLC, as of September 30, 2005.

Mr. Moloney states that neither Refco Global nor Refco Group is
an operating entity.

Mr. Moloney asserts that stockbrokers and commodity brokers can
be liquidated only through a Chapter 7 liquidation, and "cannot
be debtors under Chapter 11," because of the "special customer
protection deemed necessary" in cases involving those brokers.

"As an insolvent stockbroker that is unable to meet its
obligations or pay its debts as they become due and that does not
qualify to be a debtor under chapter 11, RCM should be a debtor
in a chapter 7 subchapter III liquidation proceeding," Mr.
Moloney contends.  "A chapter 7 stockbroker liquidation is
necessary and appropriate so that all customers of RCM can be
treated equally and can obtain the Congressionally mandated
priority treatment with respect to customer property under
[Section 752 of the Bankruptcy Code] and other protections
provided to customers under subchapter III of chapter 7."

Mr. Moloney relates that customer protection under the Bankruptcy
Code include:

    -- subordination of insider and other claims under Section
       747;

    -- reduction of securities to money to reduce market risks
       under Section 748; and

    -- avoidance of certain transfers and treating a property as
       customer property under Section 749.

                   Appointment of Interim Trustee
                        for RCM Is Necessary

The Customer Group asserts that, regardless of whether a Chapter
11 Trustee is appointed for any of the Refco entities, there is a
substantial need for a separate interim trustee for RCM.

Mr. Moloney points out that RCM has a unique interest because
based on the reported intercompany obligations owed to RCM, it
appears that RCM's customer property was transferred to other
Debtors.  In addition, RCM's transfers of customer property have
persisted even after RCM's Petition Date, when those transfers
clearly violated Section 549 of the Bankruptcy Code.

Another form of agreement posted by the Debtors may indicate that
the Refco Debtors and non-debtor affiliates entered cross-
affiliate netting agreements, Mr. Moloney notes.  As a result of
those practices, certain customer property in RCM's possession,
custody, or control may have been used to satisfy the obligations
between other Refco Debtors and non-debtor affiliates, including
the regulated entities.

Mr. Moloney also points out that the likelihood that the close-
out of Refco accounts by other entities might disproportionately
affect RCM may have been increased by the fact that the RCM
moratorium was declared four days before the Chapter 11 filings
by the various Refco entities.

"It is unclear who, if anyone, would have been looking out for
the interests of RCM and its customers when these decisions were
made," Mr. Moloney says.

A single trustee for RCM and the other Refco Debtors cannot carry
out the required fiduciary obligations to investigate, pursue
claims, and recover customer property and other assets for RCM
and the thousands of RCM customers from nearly all of the other
Refco Debtors and non-debtor affiliates, Mr. Moloney argues.
"Under these unique circumstances, a Trustee appointed for RCM
and the other Refco Debtors would undoubtedly have impermissible
conflicts under Bankruptcy Rule 2009(d)."

Any appointment would also lead to unnecessary inconvenience and
expense, Mr. Moloney adds, because the Customer Group would
immediately seek to disqualify that trustee and exercise their
voting rights to replace the trustee to ensure that RCM is
controlled by an independent fiduciary that has not existed since
RCM's case began.

                        Turisol Casa Responds

Turisol Casa de Cambio C.A., and its related entities and
affiliates informs the Court that as of December 14, 2005, the
Debtors' customers and other parties-in-interest do not have
sufficient information to make an informed decision on the future
course the Debtors' cases should take.

The Debtors have offered to provide discovery in the next few
weeks that hopefully will satisfy that need.  Therefore, Turisol
believes it is appropriate that the Customer Group's Conversion
Motion not be heard until January 31, 2006, to allow for
production and review of the necessary information.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Turisol Wants Ch. 11 Trustee Appointment Motion Denied
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 14, 2005,
Deirdre A. Martini, the United States Trustee for Region 2, asks
the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to appoint a Chapter 11 trustee in
Refco Inc., and its debtor-affiliates' chapter 11 cases pursuant
to Section 1104(a)(2) of the Bankruptcy Code.

Andrew D. Velez-Rivera, Esq., trial attorney for the U.S. Trustee,
tells the Court that the appointment of a truly independent
fiduciary to investigate the Debtors' prepetition affairs and to
maximize the recoveries for their estates has been of paramount
concern to the U.S. Trustee since Refco, Inc., filed for
bankruptcy protection.

                       *     *     *

                 Ad Hoc Committee Responds

The Ad Hoc Committee of Refco Capital Markets Ltd. Customers
acknowledges that where intercompany claims are incidental to the
primary reorganization efforts in Chapter 11 cases, some courts
have permitted a single trustee to serve for jointly administered
estates.

However, Andrew Dash, Esq., at Brown Rudnick Berlack Israels LLP,
in New York, argues that:

    -- Refco Capital Markets, Ltd., conducts no on-going business;

    -- the Debtors' expert has testified that RCM's assets have no
       premium over liquidation value; and

    -- there is no reorganization contemplated in the Debtors'
       cases.

"Most critically, intercompany claims held by RCM against the
other jointly administered estates constitute the single greatest
asset of the RCM estate, and successful and immediate prosecution
of intercompany claims seem to be the difference between a
dividend to RCM's creditors as a whole in the 50% range and full
payment with interest," Mr. Dash emphasizes.

Accordingly, any benefit of joint administration of the estates
by a single trustee especially in a case where indictments are
already pending on account of wide-spread financial fraud, is
greatly overweighed by the over-arching need to assure RCM's
$3,000,000 of customers and creditors of a fair and independent
protection of RCM's property and legal rights, Mr. Dash contends.

Thus, the Ad Hoc Committee asserts that if one or more trustees
are to be appointed, a separate trustee must be appointed for
RCM.

                Turisol Says Motion is Premature

Sandra E. Mayerson, Esq., at Holland & Knight LLP, in New York,
notes that based on the information currently in Turisol Casa de
Cambio C.A.'s possession, it would appear that the Debtors and in
particular, Refco Capital Markets, Ltd., are not eligible to be
debtors under Chapter 11 of the Bankruptcy Code.

Nevertheless, until the Debtors have finished providing the
information they have promised, Turisol reserves all of its
rights to support, object or otherwise respond to both the U.S.
Trustee's request.

Accordingly, Turisol asks the Court to deny the Trustee's request
or, in the alternative, adjourn its hearing until a ruling is
rendered on the Chapter 7 Motion filed by a group of customers.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Court Okays Reduction of Break-Up Fee for Asset Sale
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 20, 2005, the
U.S. Bankruptcy Court for the Southern District of New York
approved Refco Inc. and its debtor-affiliates' the bidding
procedures for the proposed sale of assets related to Refco's
online foreign-exchange trading unit, namely:

   *  The sale of more than 15,000 retail client accounts of Refco
      FX Associates LLC -- http://www.refcofx.com/--; and

   *  The 35% share of Forex Capital Markets LLC currently owned
      by Refco.  FXCM, a Futures Commission Merchant registered
      with the CFTC and a member of the National Futures
      Association, provides a foreign currency trading platform
      and execution services to retail investors

                      *     *     *

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, tells the Court that to resolve a potential objection
by the Official Committee of Unsecured Creditors, FXCM has agreed
to reduce its request for a Break-Up Fee from $3,150,000 to
$2,000,000 and Expense Reimbursement from $1,000,000 to $500,000.

Ms. Henry maintains that there has been no self-dealing or
manipulation by either the Sellers or the Purchasers.

Moreover, the Break-Up Fee will encourage a robust auction
process.  The proposed Purchase Agreement with the Purchasers
provides the Sellers with a guaranteed floor bid that will remain
in place during the course of the auction.

The Court grants the Debtors' request as amended.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REPTRON ELECTRONICS: Appoints Kirkland as New Independent Auditors
------------------------------------------------------------------
Reptron Electronics, Inc. (OTC Bulletin Board: RPRN) reported that
its Audit Committee of the Board of Directors has appointed
Kirkland, Russ, Murphy & Tapp, P.A. to replace Grant Thornton LLP
as the company's independent auditors, effective immediately.
Kirkland, Russ, Murphy & Tapp, P.A. is one of the leading
accounting firms in the Tampa Bay area.

"Grant Thornton LLP provided expertise and dedicated service to
Reptron for many years, for which we are greatly appreciative,"
said Charles L. Pope, Reptron's chief financial officer.  "We
expect that this change will provide a client-auditor relationship
that better serves our current needs and capabilities as well as
result in appreciable cost savings."

Reptron said that the decision to change auditors was not made as
a result of any disagreements with Grant Thornton LLP regarding
the Company's accounting practices or financial reporting,
financial statement disclosure or auditing scope or procedure, nor
did they resign from the engagement.

Reptron Electronics, Inc. -- http://www.reptron.com/-- is a
leading electronics manufacturing services company providing
engineering services, electronics manufacturing services and
display integration services.  Reptron Manufacturing Services
offers full electronics manufacturing services including complex
circuit board assembly, complete supply chain services and
manufacturing engineering services to OEMs in a wide variety of
industries.  Reptron Display and System Integration provides
value-added display design engineering and system integration
services to OEMs.

At Sept. 30, 2005, Reptron Electronics, Inc.'s balance sheet
showed a stockholders' deficit of $379,000, compared to
$14 million positive equity at Dec. 31, 2004.


SALOMON BROS: S&P's Ratings on Class M & N Certs. Tumbles to D
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes and lowered its ratings on five classes of Salomon Bros.
Commercial Mortgage Trust 2001-C1's commercial mortgage
pass-through certificates.

At the same time, ratings are affirmed on five other classes from
the same transaction.

The raised and affirmed ratings reflect credit enhancement levels
that adequately support the ratings in various stress scenarios.
The downgrades reflect the potential for ongoing interest
shortfalls and the risk of principal losses upon liquidation of
the specially serviced assets.

According to the remittance reported dated Nov. 18, 2005, the
trust collateral consisted of 169 loans with an aggregate
outstanding principal balance of $838.2 million, down from 182
loans with an aggregate balance of $952.7 million at issuance.
The master servicer, Midland Loan Services Inc., provided
partial- or full-year 2004 net cash flow debt service coverage
figures for 92% of the pool, which excludes all defeased loans.
Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.37x, up from 1.30x at issuance.

The top 10 assets have an aggregate outstanding balance of $154
million and a weighted average DSC of 1.44x, up from 1.30x at
issuance.  The current DSC excludes the largest asset in the
trust, a vacant office building, which is REO.  Additionally, the
third- and 10th-largest assets are on the master servicer's
watchlist.  Standard & Poor's reviewed recent property inspections
provided by Midland for assets underlying the top 10 loans, and
all were characterized as "good."

There are four assets with the special servicer, CWCapital Asset
Management LLC.  Details on these assets are:

     -- Atrium at Highpoint, the largest asset in the pool, is a
        212,929-sq.-ft. office property in Irving, Texas.  The
        asset has an outstanding balance of $20.1 million and a
        total exposure of $21.6 million.  The loan was initially
        transferred to the special servicer because the former
        borrower sought financial relief after the sole tenant
        sought to renegotiate its existing lease.  The tenant
        subsequently vacated the property, and the former borrower
        brought a lender liability suit against the trust,
        alleging that the trust interfered with the lease
        negotiations.  A substantial loss is expected upon the
        eventual resolution of this asset.

     -- 95 Metcalf Square is a 154,275-sq.-ft. mixed-use property
        in Overland Park, Kansas, with a $10.2 million balance and
        $2.5 million in servicer advances.  The property is
        currently REO, and a significant loss is expected upon the
        liquidation of this asset.

     -- Stream International is a 99,869-sq.-ft. office property
        in Canton, Massachusetts, with a $5.9 million balance and
        a total exposure of $6.3 million.  The loan is 90-plus
        days delinquent in its debt service payments and was
        transferred to the special servicer because the sole
        tenant, which occupied 100% of the space, recently vacated
        the property.  A tenant recently signed a
        lease for 58% of the space, and a moderate loss is
        expected upon the eventual resolution of this loan.

     -- Marmalade Square Apartments is a 100-unit multifamily
        property in Salt Lake City, Utah.  The loan was
        transferred to the special servicer due to a monetary
        default.  The special servicer has informed Standard &
        Poor's that this loan recently paid off with no loss to
        the trust.

Midland reported 41 loans on its watchlist with an aggregate
outstanding balance of $195 million.  The third-largest asset in
the pool, Ironwood Apartments, is a 288-unit multifamily property
in Houston, Texas.  The loan appears on the watchlist because it
reported a 2004 DSC of 0.75x.  The 10th-largest asset in the pool,
Summit Ridge Business Park, is a 133,841-sq.-ft. office property
in San Diego, California.  The loan appears on the watchlist
because it matures in February 2006.  The property is currently
85% occupied and reported a 2004 DSC of 1.57x.  The remaining
loans on the watchlist appear there primarily due to occupancy or
DSC issues.

Standard & Poor's stressed the specially serviced loans, loans on
the watchlist, and other loans with credit issues as part of its
analysis.  The resultant credit enhancement levels adequately
support the raised, lowered, and affirmed ratings.

                         Ratings Raised

         Salomon Bros. Commercial Mortgage Trust 2001-C1
  Commercial Mortgage Pass-through Certificates Series 2001-C1

           Rating
            Class   To          From   Credit support
            -----   --          ----   --------------
            B       AAA         AA             20.17%
            C       AA          A              15.33%
            D       A+          A-             13.91%
            E       A-          BBB+           12.20%
            F       BBB+        BBB            10.50%
            G       BBB         BBB-            8.79%

                         Ratings Lowered

         Salomon Bros. Commercial Mortgage Trust 2001-C1
  Commercial Mortgage Pass-through Certificates Series 2001-C1

                        Rating
            Class   To          From   Credit support
            -----   --          ----   --------------
            J       B           BB              4.24%
            K       B-          B+              3.39%
            L       CCC         B-              2.53%
            M       D           CCC+            1.68%
            N       D           CCC             1.11%

                        Ratings Affirmed

         Salomon Bros. Commercial Mortgage Trust 2001-C1
  Commercial Mortgage Pass-through Certificates Series 2001-C1

                 Class   Rating   Credit support
                 -----   ------   --------------
                 A-2     AAA              25.00%
                 A-3     AAA              25.00%
                 H       BB+               6.52%
                 X-1     AAA                N/A
                 X-2     AAA                N/A

                      N/A - Not applicable.


SAMSONITE CORP: Equity Deficit Narrows to $38.9 Mil. at October 31
------------------------------------------------------------------
Samsonite Corporation delivered its quarterly report on Form 10-Q
for the quarter ending October 31, 2005, to the Securities and
Exchange Commission on December 15, 2005.

The company reported a $3.2 million net loss on $248.7 million of
net revenues for the quarter ending October 31, 2005.  For the
three months ended October 31, 2005, operating income decreased to
6.9 million from $17.6 million at July 31, 2005.

As of October 31, 2005, the Company's equity deficit narrowed to
$38,936,000 from a $49,139,000 deficit at Jan. 31, 2005.   The
Company had assets totaling $571,487,000 and debts aggregating
$595,063,000 at October 31, 2005.

A full-text copy of Samsonite's latest quarterly report is
available at no charge at http://researcharchives.com/t/s?3e4

Samsonite Corporation -- http://www.samsonite.com-- designs,
manufactures and distributes
luggage, casual bags, business cases and travel related products
throughout the world.  The Company also licenses its brand names
and is involved with the design and sale of apparel.


SEAGATE TECH: Moody's Reviews $400 Million Sr. Notes' Ba2 Rating
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Seagate Technology
HDD Holdings on review for possible downgrade.  The review is
prompted by the company's announcement of its intention to acquire
Maxtor Corporation in an all-stock transaction for approximately
$1.9 billion.  Concurrently, Moody's is also placing the ratings
for Maxtor under review for a possible upgrade.  The acquisition,
which has been approved by both boards of directors, is expected
to close by the end of June 2006 and is subject to customary
approvals and consents.

Moody's review of Seagate will assess the prospects for:

   1) integration challenges in effectively combining their broad
      operations;

   2) revenue attrition resulting from both companies' significant
      presence in common end markets;

   3) margin contraction arising from differences in cost
      structures and the extent to which this can be mitigated
      through effective integration and the realization of
      expected cost synergies; and

   4) management's capital structure plans with respect to
      Maxtor's approximate $581 million of balance sheet debt as
      well as its commitment to maintaining a very liquid and
      lowly leveraged balance sheet.

Seagate's existing ratings reflect the company's dominant position
in the disk drive industry and incorporate the sector's capital
intensity, volatility, and the highly commoditized nature of the
disk drive business that is characterized by short product life-
cycles and maturation linked ASP declines.  Recent performance by
Seagate has been stable to improving, with gross margins
increasing from just under 18% in early fiscal 2004 to over 25% in
the September 2005 quarter and operating margins showing similar
positive trends.  As of September 2005, Seagate's cash balances
(including short term investments) were $1.8 billion and debt
totaled $740 million, $340 million of which was repaid in October.

Moody's review of Maxtor's ratings for a possible upgrade will
consider the stronger credit profile of Seagate and assess whether
Seagate intends to legally guarantee Maxtor's debt.  Maxtor's
existing ratings reflect the same industry characteristics noted
above as well as the company's relatively smaller size, very weak
profitability and negative free cash flow (cash flow from
operations less capital expenditures).  The ratings also
considered Maxtor's strong position in the consumer electronics
segment and its moderately reduced manufacturing cost base through
transitioning to low cost China facilities over the last year.
For the latest twelve months ending October 1, 2005 Maxtor
reported net sales of $3.9 billion and a gross margin of 10.8%
compared to 8.1% for fiscal 2004, however the company continues to
post losses, with a $9 million operating loss in the most recent
quarter.

Seagate is currently seeking to replace its existing $150 million
senior secured credit facility which could give Seagate the
flexibility to more broadly execute a recently approved $400
million stock buy-back program and pay common dividends, the
latter of which is currently limited by the existing credit
facility to $150 million annually.  Management expects that the
acquisition will expand the combined company's product portfolio
and breadth of technology and result in annual cost savings of
approximately $300 million one year after the closing of the
transaction, which will require restructuring costs of about $500
million.

Ratings under review for possible downgrade;

   1) Ba1 rating to Seagate's $150 million guaranteed senior
      secured revolving credit facility, due 2007

   2) Ba2 rating to Seagate's $400 million senior notes 8%,
      due 2009

   3) Ba1 Corporate Family Rating to Seagate

   4) SGL -- I liquidity rating to Seagate

These ratings have been placed on review for possible upgrade:

   1) B2 rating to Maxtor's remaining $135 million of the
      $230 million 6.8% convertible senior notes, due 2010

   2) Caa1 rating to Maxtor Corporation's $60 million
      5-3/4% convertible subordinated debentures, due 2012

   3) B2 Corporate Family Rating to Maxtor

Maxtor Corporation, headquartered in Milpitas, California, is a
leading provider of hard disk drives and related storage solutions
for:

   * desktop computers,
   * high-performance Intel-based servers,
   * near-line storage systems, and
   * consumer electronics.

Seagate, with primary offices in Scotts Valley, California, is a
worldwide leader in the design, manufacture and marketing of rigid
disc drive products used as the primary medium for storing
electronic information in systems ranging from personal computers
and consumer electronics to data centers delivering information
over corporate networks and the Internet


SOLUTIA INC: Wants to Limit Transfers of Equity Interests
---------------------------------------------------------
Solutia Inc. and its debtor-affiliates have accumulated
significant net operating losses for United States federal income
tax purposes, according to Richard M. Cieri, Esq., at Kirkland &
Ellis LLP, in New York.

Under the Internal Revenue Code of 1986, as amended,
and the Treasury Regulations, the Debtors can carry forward their
NOLs to offset their future taxable income for up to 20 taxable
years.  In this way, the Debtors can utilize their NOLs to reduce
their future consolidated United States federal income tax
obligations.

Mr. Cieri discloses that, as of the end of calendar year 2005,
the Debtors' NOLs are estimated to be $767,800,000.  Based on the
applicable 35% corporate tax rate in effect, this represents
$268,700,000 in potential tax savings that could be utilized by
the Debtors in future years.  These tax savings -- and the
accompanying increase in the Debtors' cash flow -- will greatly
facilitate the Debtors' successful reorganization, Mr. Cieri
says.

A corporation's ability to use its NOLs may be reduced under
certain circumstances, Mr. Cieri explains.  The Debtors' primary
concern is the reduction in NOLs that occurs if the corporation
experiences an "ownership change."  A corporation that undergoes
an "ownership change" may be limited in the amount of NOLs that
it can use to offset its taxable income.  Pursuant to Section
382(g) of the IRC, an "ownership change" occurs if, immediately
after a "testing date," and as measured during a rolling three-
year "testing period," the percentage of the corporation's stock
held by certain significant shareholders increases by 50
percentage points or more.

Once all or part of a NOL is disallowed under Section 382 of the
IRC, its use is limited forever, and once an equity interest is
transferred, the transfer generally cannot be nullified.  Thus,
Mr. Cieri notes, unrestricted transfers of Equity Securities
could hinder the Debtors' reorganization efforts by limiting
their ability to use the NOLs to offset future taxable income.

As a result of the Debtors' Chapter 11 cases, trading in Solutia
Inc.'s Equity Securities was suspended by the New York Stock
Exchange.  Even upon the delisting of Solutia's Equity Securities
and the resumed trading in the over-the-counter market, trading
in the Equity Securities has been extremely limited and has not
occurred among investors trading in large volumes.  However, on
November 18, 2005, a group of investors, led by Lime Capital
Management LLC, filed a schedule 13-G under the Securities and
Exchange Act of 1934, indicating that they had acquired a
Beneficial Interest in Solutia.  These stockholders collectively
own 7,767,509 shares of Solutia, which represents 7.4% of the
outstanding Equity Securities.  Accordingly, this transfer runs
the risk of affecting the Debtors' NOLs.

Due to the significant potential tax savings that will be lost if
an "ownership change" occurs, and the recent increase in trading
of the Debtors' Equity Securities, Mr. Cieri asserts that it is
now necessary to restrict the trading of Equity Securities and
related Options to help facilitate a successful restructuring of
the Debtors.

Accordingly, the Debtors ask the Court to require that certain
notice and waiting periods govern certain significant transfers
of Equity Securities.  This will provide the Debtors with advance
notice of certain transfers that may jeopardize their NOLs and
will enable them, if necessary, to act expeditiously to prevent
the transfers and to protect and preserve their NOLs.

                       Order to Show Cause

Judge Beatty entered an Order to Show Cause, which among other
things:

    (1) requires certain beneficial owners of at least 4,700,681
        shares -- representing approximately 4.5% of all issued
        and outstanding shares -- of Solutia's equity securities
        to notify Solutia and the Bankruptcy Court that they are
        Substantial Owners;

    (2) requires Substantial Owners to file a notice with Solutia
        and the Bankruptcy Court before any acquisition or
        disposition of Solutia equity securities or options to
        acquire or dispose of Solutia equity securities; and

    (3) requires any other person or entity to file a notice with
        Solutia and the Bankruptcy Court before any acquisition of
        Solutia equity securities, or option to acquire Solutia
        equity securities, that would make such person or entity a
        Substantial Owner.

The Order to Show Cause allows Solutia to object in the
Bankruptcy Court to any equity transactions, within 30 days of
receipt of notice of those transactions, if the transaction poses
a material risk of adversely affecting the Debtors' ability to
utilize the NOLs or other tax attributes.  Any acquisition or
disposition to which Solutia objects would not become effective
unless and until approved by an order of the Bankruptcy
Court.

Under the Order to Show Cause, any purchase, sale or other
transfer of Solutia equity securities in violation of the
restrictions in the Order to Show Cause would be void ab initio
as an act in violation of the Order to Show Cause and would
therefore confer no rights on the proposed transferee.

A full-text copy of the Order to Show Cause is available for free
at http://ResearchArchives.com/t/s?3e9

The Court will convene a hearing on February 1, 2006, at 2:30
p.m., to consider the Debtors' request.

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.


SOUNDVIEW HOME: Fitch Rates $8.8MM Class M-11 Certificates at BB+
-----------------------------------------------------------------
Soundview Home Loan Trust asset-backed certificates, series
2005-4, is rated by Fitch:

     -- $656.5 million classes I-A1, II-A1, II-A2 , IIA-3 and
        IIA-4 'AAA';

     -- $26.7 million class M1-A 'AA+';

     -- $13.3 million class M1-B 'AA+';

     -- $32.6 million class M-2 'AA+';

     -- $20.3 million class M-3 'AA';

     -- $18.1 million class M-4 'AA-';

     -- $17.2 million class M-5 'A+';

     -- $15 million class M-6 'A';

     -- $12.3 million class M-7 'A-';

     -- $11.9 million class M-8 'BBB+;

     -- $10.1 million class M-9 'BBB';

     -- $7.5 million class M-10 'BBB-';

     -- $8.8 million class M-11 'BB+'.

The 'AAA' rating on the senior certificates reflects the 25.65%
total credit enhancement provided by the 3.03% class M-1A, 1.52%
class M-1B, the 3.70% class M-2, the 2.30% class M-3, the 2.05%
class M-4, the 1.95% class M-5, the 1.70% class M-6, the 1.40%
class M-7 , the 1.35% class M-8, the 1.15% class M-9, the 0.85%
class M-10, the 1.00% class M-11, and the 3.65% initial and target
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, and

     * the capabilities of JPMorgan Chase Bank, NA; Countrywide
       Home Loans Servicing, LP; and National City Home Loan
       Services, Inc. as servicers and Deutsche Bank National
       Trust Company, as trustee.

The certificates will also benefit from an Interest Rate Swap
Agreement with Bear Stearns Financial Products Inc. as swap
provider, effective October 2006 through November 2009, 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 4.936% 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.

The mortgage pool consists of two groups of conforming and
non-conforming, first and second lien, fixed-rate and adjustable-
rate mortgage loans.  The Group I mortgage loans have a cut-off
date pool balance of $283,159,882.  The weighted average loan rate
is approximately 7.298%.  The weighted average remaining term to
maturity is 348 months.  The average principal balance of the
loans is $133,126.  The weighted average combined loan-to-value
ratio is 82.84% and the weighted average Fair, Isaac & Co. score
is 616.  The properties are primarily located in California,
Florida, New York, Ohio and Illinois.

The Group II mortgage loans have a cut-off date pool balance of
$317,141,347.  The weighted average loan rate is approximately
6.845%.  The weighted average remaining term to maturity is 347
months.  The average principal balance of the loans is $273,398.
The weighted average CLTV ratio is 83.57% and the weighted average
FICO score is 641.  The properties are primarily located in
California, Florida and New York.

In addition, on or before March 20, 2006, 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 $61,108,180, which will be
       held by the trustee in a pre-funding account, and

     * an amount equal to approximately $38,522,288, which will be
       held by the trustee in a pre-funding account for the
       purchase of such subsequent mortgage loans.

All of the mortgage loans were purchased by Financial Asset
Securities Corp., the depositor, from Greenwich Capital Financial
Products, Inc., who previously acquired the mortgage loans from
NovaStar Mortgage, Inc., First Franklin Financial Corp.,
Countrywide Home Loans, Inc., WMC Mortgage Corp., Accredited Home
Lenders, Inc., Meritage Mortgage Corporation, and Decision One
Mortgage Company LLC.


SPX CORPORATION: Board Okays New Share Repurchase Program
---------------------------------------------------------
SPX Corporation (NYSE: SPW) reported that its Board of Directors
has authorized a new share repurchase program.  This program
replaces the company's existing repurchase program.  It is
consistent with, and permits share repurchases in an amount up to
that permitted by, the new credit agreement entered into by the
company on Nov. 18, 2005.

Under the new program, if the company's Consolidated Leverage
Ratio (as defined in the new credit agreement) is less than 2.50
to 1.00, after giving effect to such repurchase, the company may
repurchase stock in an unlimited amount, subject to the covenants
in the new credit agreement.  This ratio is currently less than
2.50 to 1.00.

If the company's Consolidated Leverage Ratio is greater than or
equal to 2.50 to 1.00, after giving effect to such repurchase, the
company may repurchase stock and pay dividends in an aggregate
amount equal to $250 million as adjusted, as described more fully
in the new credit agreement, by Consolidated Net Income (as
defined in the new credit agreement).  In that situation the
company is also permitted under its new credit agreement to
repurchase stock and pay dividends in an amount up to an
additional $75 million in any fiscal year.

A full text copy of the new credit agreement is available for free
at http://ResearchArchives.com/t/s?3e7

                      Trading Plan

SPX also said that it intends to adopt a written trading plan
under Rule 10b5-1 of the Securities Exchange Act of 1934 to
facilitate the repurchase of its common stock in accordance with
the share repurchase program.  The plan will be effective from
Dec. 21, 2005, through June 30, 2006.

The company plans to provide 2006 earnings guidance on or about
January 19 and, at that time, to update its share repurchase plans
through June and the balance of the year.  Until that time, the
company intends to repurchase shares of its stock at a rate
generally consistent with its repurchase activities since March
2005.  In addition, depending on market conditions, the company
may repurchase additional shares during that time.  The company is
also contemplating repurchasing up to 1 million shares in a block
transaction.

As part of its re-capitalization strategy announced on Mar. 3,
2005, SPX repurchased approximately 10.2 million shares of its
stock through Nov. 2, 2005.  In November, the company announced
its intention to repurchase 2 to 3 million shares of its stock by
year-end.  The company has repurchased those shares.  In addition,
the company has reduced debt by 70% and completed the divestiture
strategy undertaken in 2004, further increasing its financial
flexibility.

SPX Corporation -- http://www.spx.com/-- is a leading global
provider of flow technology, test and measurement solutions,
thermal equipment and services and industrial products and
services.

                     *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Moody's Investors Service upgraded the ratings of SPX Corporation.
The upgrade concludes the rating review initiated on March 4,
2005.  After the upgrade, the rating outlook is stable.

Ratings upgraded:

   * corporate family rating, to Ba1 from Ba2;

   * senior secured credit facility, due 2008, to Ba1 from Ba2;

   * 7.5% and 6.25% senior notes, due 2013 and 2011 respectively,
     to Ba2 from Ba3; and

   * Liquid Yield Option Notes (LYONs), due 2021, to Ba2 from Ba3

The SGL-1 liquidity rating is confirmed.


STATION CASINOS: Can Access Up to $2B of Loans with Lower Interest
------------------------------------------------------------------
Station Casinos, Inc., entered into a Third Amended and Restated
Loan Agreement with Bank of America, N.A., Wells Fargo Bank, N.A.
and these financial institutions:

   * Bank of Scotland;
   * Calyon New York Branch;
   * Commerzbank AG, New York and Grand Cayman Branches;
   * Deutsche Bank Trust Company Americas;
   * JPMorgan Chase Bank, N.A.;
   * HSH Nordbank AG, New York Branch;
   * The Bank of Nova Scotia;
   * The CIT Group/Equipment Financing, Inc.;
   * U.S. Bank National Association;
   * BNP Paribas;
   * Wachovia Bank, National Association;
   * Allied Irish Bank;
   * The Bank Of New York;
   * Comerica Bank;
   * National City Bank of the Midwest;
   * Union Bank of California, N.A.;
   * Hibernia National Bank;
   * UFJ Bank Limited;
   * United Overseas Bank Limited, Los Angeles Agency;
   * Bank of Hawaii;
   * Oak Brook Bank;
   * The Royal Bank of Scotland PLC;
   * Natexis Banques Populaires;
   * The Governor and Company of the Bank of Ireland;
   * Sovereign Bank;
   * The Peoples Bank, Biloxi, Mississippi;
   * First Tennessee Bank National Association;
   * Erste Bank Der Oesterreichischen Sparkassen AG; and
   * North Fork Business Capital Corp.

The new facility replaces the Company's prior credit agreement
dated December 21, 2004.

Among other things, the new facility:

   -- increases the lenders aggregate commitments from
      $1 billion to $2 billion;

   -- lowers the interest rate on revolving loans at each level of
      the pricing grid by 37.5 basis points;

   -- reduces the fee charged on the unused portion of the new
      facility in various levels of the pricing grid;

   -- extends the maturity date from December 2009 to December
      2010;

   -- eliminates the limitations on capital expenditures and, as a
      result, capital expenditures are only governed by the
      leverage ratios;

   -- increases the share repurchase basket to $750 million, which
      limitation only applies if the Company's parent leverage
      ratio is greater than 4.5 to 1.0;

   -- creates a separate $700 million basket for other
      distributions and investments; and

   -- increases the limit on interest rate swaps to $1.25 billion.

On December 19, 2005 the Company also entered into an interest
rate swap with a notional amount of $250 million beginning
March 2006 and expiring in December 2010.  Under the terms of the
swap, the Company will pay 4.92% and receive 3-month LIBOR.  The
interest rate swap essentially fixes the interest rate on
$250 million of debt at 4.92% plus the Company's LIBOR spread,
which as of December 15, 2005, is 1.00%.

A full-text copy of the Third Amended and Restated Loan Agreement
is available for free at http://ResearchArchives.com/t/s?3e6

Station Casinos, Inc. -- http://www.stationcasinos.com/-- is the
leading provider of gaming and entertainment to the residents of
Las Vegas, Nevada.  Station's properties are regional
entertainment destinations and include various amenities,
including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as
traditional casino gaming offerings such as video poker, slot
machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino, Fiesta Henderson Casino Hotel, Magic Star Casino and
Gold Rush Casino in Henderson, Nevada.  Station also owns a 50%
interest in both Barley's Casino & Brewing Company and Green
Valley Ranch Station Casino in Henderson, Nevada, and a 6.7%
interest in the Palms Casino Resort in Las Vegas, Nevada.  In
addition, Station manages the Thunder Valley Casino near
Sacramento, California, on behalf of the United Auburn Indian
Community.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 26, 2005,
Moody's Investors Service raised the ratings of Station Casino,
Inc. and affirmed the company's SGL-2 speculative grade
liquidity rating.  Moody's also assigned a Ba3 rating to Station's
$150 million add-on to its existing 6-7/8% senior subordinated
notes due 2016.

These ratings were raised:

   -- Corporate family rating, to Ba1 from Ba2;

   -- $450 million 6% senior notes due 2012, to Ba2 from Ba3;

   -- $450 million 6-1/2% senior subordinated notes due 2014,
      to Ba3 from B1; and

   -- $350 million 6-7/8% senior subordinated notes due 2016,
      to Ba3 from B1.

This new rating was assigned:

   -- $150 million 6-7/8% senior subordinated note add-on
      due 2016 -- Ba3.

This rating was affirmed:

   -- Speculative grade liquidity rating, at SGL-2.

As reported in the Troubled Company Reporter on Mar. 29, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas, Nevada-based Station Casinos, Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
owner of off-Strip casino properties, including its 'BB' corporate
credit rating.


STATION CASINOS: Inks $450 Mil. Joint Venture Pact with Greenspun
-----------------------------------------------------------------
Station Casinos, Inc. (NYSE: STN), and The Greenspun Corporation
have entered into an agreement to develop Aliante Station, a hotel
and casino in Aliante, a 1,905-acre master-planned community in
North Las Vegas.

Station will develop and manage the facility, which will be
located on a gaming-entitled 40-acre site on the northeast corner
of Interstate 215 and Aliante Parkway within the Aliante master-
planned community.  The agreement calls for 50/50 ownership of the
project, with Station receiving a management fee.

The project is expected to cost between $400 and $450 million.
Project construction is expected to commence in late 2006 or early
2007 with a projected opening in mid 2008.  It is anticipated that
the initial phase of Aliante Station will contain less than 25% of
the hotel rooms and approximately 40% of the total square footage
of Red Rock Casino Resort and Spa.

The Company will receive a management fee of 2% of revenues and
approximately 5% of EBITDA.  Greenspun will contribute a 40-acre
parcel of land to the joint venture and the Company will
contribute a 55-acre parcel of land and approximately $2 million
of cash.  The Company anticipates financing Aliante Station
through its existing bank group.  The Company projects a
first-year cash-on-cash return in the low to mid teens and growing
over time, similar to other Station projects.

"When we conceptualized and developed Aliante, we incorporated a
hotel/casino as part of our overall master plan in order to
provide the entertainment amenities that many residents are
looking for," said Brian Greenspun, Chairman of the Board of The
Greenspun Corporation.  "We have a great relationship with the
Fertittas and Station Casinos as a result of the success of Green
Valley Ranch Resort and we are confident that they will develop
and operate a high-quality project for our residents and the
surrounding North Las Vegas community," Mr. Greenspun concluded.

"We are excited about the opportunity to develop and operate a
hotel and casino in Aliante, the most successful master-planned
community in North Las Vegas," said Lorenzo Fertitta, President of
Station.  "North Las Vegas is one of the fastest growing cities in
the country and Aliante is the premiere location in North Las
Vegas for a hotel and casino.  We believe that market is ready for
our product."

The master-planned community currently features a golf course,
city parks and an extensive 24-mile trail system.  Aliante is a
partnership between American Nevada Corporation and Del Webb
Communities.

According to City of North Las Vegas demographers, North Las
Vegas' population is expected to continue to double every eight
years with an average annual growth rate of 9.4%.  This year,
North Las Vegas' population exceeded 180,000 residents.  The U.S.
Census Bureau also named North Las Vegas the second fastest
growing city in the country from 2000-2003 with a population
increase of 25%.

"As the premiere provider of local's entertainment, we look
forward to bringing hotel rooms, restaurants and entertainment
such as gaming and movie theatres to an area we believe is hungry
for these types of amenities," said Mr. Fertitta.

Subsidiaries of The Greenspun Corporation and Station are partners
in Green Valley Ranch Resort and Casino, Barley's Casino & Brewing
Company and The Greens Cafe, all of which are located in
Henderson, Nevada.

                 About The Greenspun Corporation

The Greenspun Corporation is a privately owned, family-run company
that manages and oversees the financial interests of the Greenspun
family of Las Vegas, Nevada.  The company operates its own
businesses and invests in public and private securities, primarily
in the media, communications, travel and tourism, real estate and
gaming industries.

                      About Station Casinos

Station Casinos, Inc. -- http://www.stationcasinos.com/-- is the
leading provider of gaming and entertainment to the residents of
Las Vegas, Nevada.  Station's properties are regional
entertainment destinations and include various amenities,
including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as
traditional casino gaming offerings such as video poker, slot
machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino, Fiesta Henderson Casino Hotel, Magic Star Casino and
Gold Rush Casino in Henderson, Nevada.  Station also owns a 50%
interest in both Barley's Casino & Brewing Company and Green
Valley Ranch Station Casino in Henderson, Nevada, and a 6.7%
interest in the Palms Casino Resort in Las Vegas, Nevada.  In
addition, Station manages the Thunder Valley Casino near
Sacramento, California, on behalf of the United Auburn Indian
Community.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 26, 2005,
Moody's Investors Service raised the ratings of Station Casino,
Inc. and affirmed the company's SGL-2 speculative grade
liquidity rating.  Moody's also assigned a Ba3 rating to Station's
$150 million add-on to its existing 6-7/8% senior subordinated
notes due 2016.

These ratings were raised:

   -- Corporate family rating, to Ba1 from Ba2;

   -- $450 million 6% senior notes due 2012, to Ba2 from Ba3;

   -- $450 million 6-1/2% senior subordinated notes due 2014,
      to Ba3 from B1; and

   -- $350 million 6-7/8% senior subordinated notes due 2016,
      to Ba3 from B1.

This new rating was assigned:

   -- $150 million 6-7/8% senior subordinated note add-on
      due 2016 -- Ba3.

This rating was affirmed:

   -- Speculative grade liquidity rating, at SGL-2.

As reported in the Troubled Company Reporter on Mar. 29, 2005,
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas, Nevada-based Station Casinos, Inc. to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
owner of off-Strip casino properties, including its 'BB' corporate
credit rating.


TOMMY HILFIGER: Negative Operating Trends Earn S&P's BB- Rating
---------------------------------------------------------------
The ratings on Tommy Hilfiger USA Inc., including its 'BB-'
corporate credit rating, remain on CreditWatch with negative
implications, where they were placed on Nov. 3, 2004.

The men's and women's sportswear, jeanswear, and childrenswear
company had about $343 million in long-term debt outstanding as of
June 30, 2005.

The ratings remain on CreditWatch and reflect Standard & Poor's
concern regarding the company's negative operating trends,
including the decline in revenues and pre-tax earnings in recent
periods.  The U.S. Attorney's office for the Southern District of
New York was conducting an investigation regarding the company's
commission payments to a foreign subsidiary.  On Aug. 11, 2005,
Tommy Hilfiger announced it settled the investigation by agreeing
to pay about $18.1 million in taxes and interest, and will file
amended tax returns for the fiscals 2001-2004.

The company just filed its 10-K for the fiscal year ended March
2005, and a 10-Q for the quarter ended June 2005 with the SEC.
There was an adverse opinion from the company's CPAs with respect
to internal controls over financial reporting for the fiscal year
ended March 2005.  This relates primarily to internal tax
functions, and the company has taken steps to address these issues
by hiring additional tax personnel and outside advisors.


TRINITY SPRINGS: AMCON Provides Updates on Company Matters
----------------------------------------------------------
AMCON Distributing Company (AMEX:DIT), an Omaha, Nebraska based
consumer products company, reported on Oct. 21, 2005 that it had
entered into a letter of intent with William F. Wright, its
Chairman of the Board, Chief Executive Officer and largest
stockholder, for the proposed acquisition of 80% of the
outstanding common stock of The Healthy Edge, Inc. which is
currently a direct wholly-owned subsidiary of AMCON.  The LOI
contemplated that Healthy Edge would own, at the time of closing
of the proposed acquisition:

    * 100% of the equity of:

         -- Health Food Associates, Inc. (d/b/a Akin's Natural
            Food Market),

         -- Chamberlin's Natural Foods, Inc. (d/b/a Chamberlin's
            Market and Cafe), and

         -- Hawaiian Natural Water Company, Inc., as well as

    * 85% of the equity of Trinity Springs, Inc., each of which
      are currently direct or indirect subsidiaries of AMCON.

The LOI also contemplated that the closing for the purchase of
Healthy Edge stock would occur by Dec. 12, 2005.  This timing
generally coincided with an amendment to the loan agreement for
the Company's revolving credit facility with its bank lenders
requiring the bottled water businesses of Hawaiian Natural and
Trinity Springs to be sold or liquidated by Dec. 10, 2005. The
bank lenders recently extended this date to Dec. 31, 2005.

AMCON is continuing to negotiate the terms of the potential
acquisition with Mr. Wright, who is one of the proposed investors
in a limited liability company formed to effect such acquisition.
These negotiations have been complicated by, among other things, a
recent ruling by the District Court of the Fifth Judicial District
of the State of Idaho which recently granted the plaintiff's
motion for partial summary judgment declaring that the
stockholders of Trinity Springs Ltd. (which subsequently changed
its name to Crystal Paradise Holdings, Inc.) did not validly
approve the sale of its business and assets to Trinity Springs,
Inc., AMCON's subsidiary, because the vote of certain shares
issued as a dividend should not have been counted.

The District Court has not yet ruled on whether money damages or
rescission of the sale transaction and related matters will be
ordered as the relief in this action.  AMCON and TSI have filed a
motion seeking an order requiring the plaintiffs to show the
details, terms and conditions of their proposed rescission remedy
and the plaintiffs' ability, if any, to effectuate such a remedy.
A rescission remedy would require the plaintiffs to restore the
parties to their position prior to the asset transaction,
including the return of the consideration paid by TSI in the
transaction and subsequently invested in or loaned to TSI by AMCON
and other affiliated parties.

         Likely Trinity Springs Chapter 11 Filing

AMCON's bank lenders will not allow additional funds to be
invested in or loaned to Trinity Springs, Inc., by AMCON or its
other subsidiaries.  The uncertainty created by the District
Court's ruling make it unlikely that Trinity Springs, Inc. will be
able to raise additional capital, at least until either:

    (i) the District Court issues the order referenced above and
        plaintiffs clarify their ability to effect rescission, or

   (ii) a negotiated settlement is reached with the plaintiffs and
        Crystal Paradise Holdings, Inc.

If these events do not occur with sufficient lead time before
Trinity Springs, Inc. runs out of operating cash, Trinity Springs,
Inc. may be placed into Chapter 11 bankruptcy and may not be
included as part of any sale transaction with the limited
liability company in which Mr. Wright will be an investor.

AMCON is a leading wholesale distributor of consumer products
including beverages, candy, tobacco, groceries, food service,
frozen and chilled foods, and health and beauty care products with
distribution centers in Illinois, Missouri, Nebraska, North Dakota
and South Dakota.

Chamberlin's Natural Foods, Inc. and Health Food Associates, Inc.,
both wholly-owned subsidiaries of The Healthy Edge, Inc., operate
health and natural product retail stores in central Florida (6),
Kansas, Missouri, Nebraska and Oklahoma (4). The retail stores
operate under the names Chamberlin's Market & Cafe and Akin's
Natural Foods Market.

Hawaiian Natural Water Company, Inc. produces and sells natural
spring water under the Hawaiian Springs label in Hawaii and other
foreign markets and purified bottled water on the Island of Oahu
in Hawaii.  The natural spring water is bottled at the source on
the Big Island of Hawaii.

Trinity Springs, Inc. produces and sells geothermal bottled water
and a natural mineral supplement under the Trinity label and
recently introduced a vitamin enhanced beverage product under the
Trinity Enhanced label.  The water and mineral supplement are both
bottled at the base of the Trinity Mountains in Paradise, Idaho,
one of the world's deepest known sources.  Trinity Springs also
distributes Hawaiian Springs on the U.S. mainland.


TRUMP ENT: Majestic Star Closes Trump Indiana Acquisition
---------------------------------------------------------
The Majestic Star Casino, LLC and its affiliates completed the
acquisition of Trump Indiana, Inc.  Effective Dec. 21, 2005, the
Company will own and operate two casino vessels and a hotel at
Buffington Harbor in Gary, Indiana.  Under the terms of a purchase
agreement dated Nov. 3, 2005, the Company acquired Trump Indiana
for a purchase price of $253 million, subject to certain
adjustments.

The Company is wholly owned by Detroit businessman Don H. Barden,
who is the country's first and only African American to own a
national casino company.  Mr. Barden, Chairman and CEO of the
Company, now owns five casino properties with annual revenues
exceeding $500 million.  The company is one of only a handful of
privately-held gaming companies in the United States.

Commenting on the closing of the acquisition, Mr. Barden said,
"This was a complicated deal, but I am very pleased with the
outcome.  The transaction was a natural next step for us.  We will
immediately benefit from combining the two operations by realizing
significant efficiencies.  Additionally, we now control over 300
acres of land at Buffington Harbor, which creates an extraordinary
development opportunity.  We are positioned to become the most
competitive gaming operation in the Chicagoland market."

"Initially, the Company will focus on a successful integration of
Majestic Star and Majestic Star II (f/k/a Trump Indiana) and on
achieving the significant cost savings and synergies identified
through our due diligence process.  Over time, we expect to
improve our cash flow and strengthen our balance sheet.  With a
new source of revenue and cash flow, we expect to generate
significant free cash flow to be used to reduce debt and invest in
each of our properties."

Mr. Barden continued, "I would like to take this opportunity to
thank my executive management team, our investment bankers and
attorneys.  This was truly a team effort and we could not have
closed on this deal without everyone's commitment and tenacity.  I
want to welcome the Trump Indiana team members to the Company.  We
look forward to a long and mutually rewarding relationship."

             About The Majestic Star Casino LLC

The Majestic Star Casino, LLC is a multi-jurisdictional gaming
company.  Majestic also owns and operates a Fitzgeralds-brand
casino and hotel in Tunica County, Mississippi (Fitzgeralds
Tunica) and a Fitzgeralds-brand casino in Black Hawk, Colorado
(Fitzgeralds Black Hawk).  Majestic also manages for Barden
Development, Inc., its parent company, a casino and hotel in
downtown Las Vegas ("Fitzgeralds Las Vegas").  As of Dec. 31,
2004, the casinos that Majestic owns and manages collectively
contained approximately 4,496 slot machines, 119 table games and
1,145 hotel rooms.

           About Trump Entertainment Resorts Inc.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service revised the outlook of Majestic Star
Casino, L.L.C. to developing following the announcement that it
will acquire Trump Entertainment Resorts Holdings, L.P.'s Gary,
Indiana riverboat casino for $253 million in cash, or about 8
times the casino property's latest twelve month EBITDA.
Concurrently, the ratings for both Majestic Star and Trump were
affirmed; Trump's rating outlook is stable.  The acquisition is
expected to close by the end of 2005 and is subject to customary
approvals and consents.

These Trump ratings have been affirmed:

     -- $200 million senior secured revolver due 2010 -- B2;

     -- $150 million senior secured term loan due 2012 -- B2;

     -- $150 million senior secured delayed draw term loan due
        2012 -- B2;

     -- $1.25 billion second lien senior secured notes due 2015 --
        Caa1;

     -- Speculative grade liquidity rating -- SGL-3; and

     -- Corporate family rating -- B3.


TRUMP HOTELS: Trump Entertainment Amends Credit Agreement
---------------------------------------------------------
On Dec. 8, 2005, Trump Entertainment Resort Holdings, L.P.,
as borrower, entered into an amendment dated Dec. 7, 2005, to
the Credit Agreement dated May 20, 2005, with:

    -- Trump Entertainment Resorts, Inc., as general partner and
       guarantor;

    -- certain subsidiary guarantors;

    -- initial lenders;

    -- issuing bank and swing line bank;

    -- Morgan Stanley & Co. Incorporated, as collateral agent;

    -- Morgan Stanley Senior Funding, Inc., as administrative
       agent;

    -- UBS Securities LLC as syndication agent;

    -- Merrill Lynch Capital and Wells Fargo Foothill, Inc., as
       documentation agents; and

    -- Morgan Stanley Senior Funding and UBS Securities, as joint
       lead arrangers and book-runners.

A full-text copy of the May 20, 2005, Credit Agreement is
available for free at http://ResearchArchives.com/t/s?3e1

In a regulatory filing with the Securities and Exchange
Commission, Robert M. Pickus, the Company's executive vice
president and secretary, explains that the First Amendment
allowed TER Holdings to consummate the sale of all of the shares
of Trump Indiana, Inc., to Majestic Star Casino, LLC, pursuant to
the Stock Purchase Agreement dated Nov. 3, 2005, between TER
Holdings and Majestic Star.

In addition, the First Amendment:

    -- extended the last date that TER Holdings may draw the Term
       B-2 Facility from May 20, 2006, to Nov. 20, 2006;

    -- increased TER Holdings' ability to make capital
       expenditures under the Credit Agreement; and

    -- modified the first lien leverage ratio and debt leverage
       ratio that TER Holdings is required to maintain under the
       Credit Agreement.

The First Amendment, Mr. Pickus says, is conditioned on the
consummation of the Sale and TER Holdings' payment of a fee to
the lenders equal to 0.10% of the $500,000,000 aggregate
principal amount of commitments under the Credit Agreement.

Some of the lenders under the Credit Agreement or their
affiliates may provide commercial or investment banking services
to TER Inc., TER Holdings and their subsidiaries.

A full-text copy of the First Amendment to the Credit Agreement
is available for free at http://ResearchArchives.com/t/s?3d4

                       Majestic Star Sale

As previously reported in the Troubled Company Reporter on Nov. 8,
2005, Trump Entertainment Resorts, Inc. (NASDAQ NMS: TRMP)
reported that the Company and The Majestic Star Casino, LLC, have
signed a definitive stock purchase agreement to sell Trump
Indiana, Inc., a subsidiary of the Company that owns and operates
the Company's riverboat casino and hotel at Buffington Harbor in
Gary, Indiana, to Majestic.

The agreement calls for Majestic to pay a purchase price of $253
million, subject to certain adjustments and customary
representations and warranties.  The sales price represents
approximately 8.1 times the trailing 12-month Earnings Before
Interest, Taxes, Depreciation and Amortization of Trump Indiana.
After accounting for certain taxes, fees and other closing costs
and expenses, the sale is anticipated to result in approximately
$227 million in net proceeds to the Company.

Under the agreement, Majestic will purchase all of the issued and
outstanding equity of Trump Indiana.  The sale, which is expected
to be consummated by the end of the year, is subject to the
receipt of customary regulatory approvals and the consent of the
Company's lenders under its $500 million credit facility.

Majestic currently owns a riverboat casino adjacent to Trump
Indiana, and through a joint venture, Majestic and Trump Indiana
own, develop and operate all common land-based and waterside
operations in support of their riverboat casinos at Buffington
Harbor in Gary, Indiana.  Through another joint venture, Trump
Indiana and an affiliate of Majestic also operate a parking garage
at Buffington Harbor.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


UAL CORP: Has Until March 3 to Solicit Plan Acceptances
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved UAL Corporation and its debtor-affiliates' request to
bridge the exclusive solicitation period through March 3, 2006.

As reported in the Troubled Company Reporter on Dec. 8, 2005, the
Debtors are currently in the midst of their solicitation process
and are preparing for a confirmation hearing beginning on Jan. 18,
2006, with an anticipated exit in February.  However, as the
exclusivity periods expire on Jan. 2, the Debtors will not have a
chance to confirm their solicited Plan of Reorganization before
another party could file a competing plan on Jan. 3.

Chad J. Husnick, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, explained that the Debtors face this issue of timing
because, in consultation with the Official Committee of Unsecured
Creditors and the United States Trustee, the Debtors agreed to
substantially lengthen the confirmation, solicitation, and voting
processes.  The Debtors agreed to delay commencing the
solicitation process to give the Creditors' Committee more time to
review and comment on the Plan.

The 60-day extension is granted so that in the unexpected event
that the Plan is not confirmed in late January, the Debtors, in
consultation with the Committee, will have a chance to regroup and
determine what steps to take next without having to immediately
face the potential filing of a competing plan.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 109; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Asks Court to Bless N174UA Aircraft Restructuring Pact
----------------------------------------------------------------
UAL Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois to approve
restructuring term sheets for one of their very few remaining,
unrestructured auction pool aircraft.

Specifically, the Debtors seek the Court's authority to:

   (a) reject certain operative agreements relating to aircraft
       equipment identified by U.S. Registration No. N174UA;

   (b) restructure the financing arrangement and operative
       agreements relating to the Aircraft, and consummate the
       restructuring transaction, all in accordance with the
       terms and conditions of the Term Sheet; and

   (c) settle certain claims arising from the restructured
       financing arrangement.

The Debtors also ask the Court to modify the automatic stay to
allow certain aircraft financiers to exercise remedies.

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that throughout the bankruptcy cases, the
Debtors have undertaken an intensive process to restructure the
different types of financing arrangements for their fleet.  This
program has been integral to the Debtors' overall restructuring.

The U.S. leveraged lease financing arrangement relating to the
N174UA consists of these operative agreements:

   (1) a lease,

   (2) a secured loan, and

   (3) other agreements, documents, and instruments that
       effectuate the Lease and Secured Loan, including trust
       indenture, participation, and indemnity agreements.

The Term Sheet contemplates the conversion of the Financing
Arrangement into a single investor lease by rejecting or
terminating the current Lease and other Operative Agreements,
and entering into a new operating lease and other agreements.
Alternatively, the Debtors and the Aircraft Financiers may
consummate the Restructuring Transaction simply by amending
certain of the Operative Agreements already in place.

Additionally, the Debtors ask the Court to provide for:

   * reservation of the Aircraft Financiers' rights to assert
     general unsecured, non-priority prepetition claims for any
     and all damages and losses relating to, or arising out of
     the Restructuring Transaction; and

   * liquidation, allowance and payment of certain claims from
     the Debtors' use of the N174UA since the Petition Date in
     full settlement and satisfaction of alleged administrative
     expense claims.

Mr. Sprayregen asserts that the Restructuring Transaction will
provide a rent reduction for the N174UA and will limit the
administrative expense and unsecured claims of the Aircraft
Financiers.  The Debtors will also reserve a limited termination
right under the Restructuring Transactions.  Therefore, the
Restructuring Transaction will result in cost savings and
improved cash flow for the Debtors.

The Term Sheet, on the other hand, provides that administrative
and unsecured claims arising from the Debtors' use of the N174UA
and from the Restructuring Transaction will be liquidated and
paid.

Settling the administrative and unsecured claims arising from the
Debtors' use and possession of the N174UA is in the best interest
of the estate because settling and compromising the claims will
avoid unnecessary litigation costs and delays, Mr. Sprayregen
explains.

According to Mr. Sprayregen, the Debtors' entry into and
consummation of the Term Sheet, Restructuring Transaction, and
the Restructured Operative Agreements all constitute ordinary
course transactions, for which Court approval is not required.
However, the Debtors are seeking the Court's authority out of an
abundance of caution.

                     Terms are Confidential

Since the Term Sheet contains confidential commercial
information, it will be filed with the Court under seal, Mr.
Sprayregen says.  The Debtors will provide a copy of the Term
Sheet to the professionals for the Official Committee of
Unsecured Creditors, the Aircraft Leasing Subcommittee of the
Unsecured Creditors Committee, the DIP lenders, and any party
having a direct interest in the N174UA, subject to the parties
entering into confidentiality agreements acceptable to the
Debtors and the Aircraft Financiers.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 109; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Wants Court Nod on Pratt & Whitney Settlement Pact
------------------------------------------------------------
United Technologies Corporation, acting through its Pratt &
Whitney division, is the Debtors' largest supplier of turbine
engines and associated parts and services.  Current significant
contractual obligations between the Debtors and Pratt & Whitney
include:

   * a fleet management program for the Debtors' fleet of V2500
     engines operated on their Airbus A319/320 aircraft; and

   * a materials management program for the Debtors' fleet of
     PW4000 engines operated on the Debtors' wide-body aircraft.

UAL Corporation and its debtor-affiliates are Pratt & Whitney's
single largest customer in its commercial engine business.

On May 7, 2003, Pratt & Whitney filed Claim No. 32948 against the
Debtors, asserting prepetition claims aggregating $12,169,306,
including:

   (a) a $5,099,704 administrative priority claim based on
       a reclamation demand made on December 16, 2002; and

   (b) a $7,069,602 secured claim based on alleged rights
       of set-off.

The Debtors dispute the alleged priority and amount of Claim No.
32948.  The Debtors further assert that as of the Petition Date,
Pratt & Whitney owed them $4,792,445 based on Pratt & Whitney's
withholding of certain prepetition payment obligations as well as
Pratt & Whitney's obligation under certain guaranty plans on
goods the Debtors purchased.

After good faith, arm's-length negotiations, the Debtors and
Pratt & Whitney entered into a settlement agreement resolving the
dispute.

The Settlement Agreement provides that:

   (1) Pratt & Whitney will have an allowed administrative
       expense claim for $3,010,628 and an allowed general
       unsecured claim for $4,603,679 for an aggregate of
       $7,614,307;

   (2) Pratt & Whitney's $7,614,307 Claim will be set off by the
       $4,792,445 owed by Pratt & Whitney to the Debtors, first
       to be applied to Pratt & Whitney's administrative expense
       claim, with the remainder to be applied against the
       general unsecured claim;

   (3) As a result of the set-off, Pratt & Whitney will have an
       allowed general unsecured claim against the Debtors for
       $2,821,862;

   (4) Pratt & Whitney will receive no other distribution on
       account of Claim No. 32948; and

   (5) The Debtors will waive, abandon, release and relinquish
       any avoidance action or similar claims or cause of action
       they may have against Pratt & Whitney.

The Debtors ask the Court to approve the Settlement Agreement,
and to modify the automatic stay solely for the purpose of
allowing the set-off contemplated under the Agreement.

Micah E. Marcus, Esq., at Kirkland & Ellis, in Chicago, Illinois,
relates that as of December 2, 2005, the Debtors have not filed
any avoidance or preference action against Pratt & Whitney.
However, the Debtors and Pratt & Whitney are parties to a tolling
agreement that provides that any complaint filed by the Debtors
on or before December 30, 2005, will be deemed timely.

Mr. Marcus points out that the Settlement Agreement will
immediately reduce the total secured and administrative priority
claims against the Debtors by over $12,000,000.  The Settlement
Agreement will also allow the Debtors to avoid potentially
protracted litigation, with costs that may very well exceed the
potential savings to the Debtors' estate as a result of the
Settlement Agreement.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 109; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VALENCE TECH: Assigns Pref. Stock Redemption Rights to Berg & Berg
------------------------------------------------------------------
Valence Technology, Inc. (Nasdaq:VLNC), developers of Saphion(R)
technology, reported that on Dec. 15, 2005, Berg & Berg
Enterprises, LLC honored the redemption of $4.3 million of series
C-1 convertible preferred stock held by Riverview Group LLC, by
paying the redemption price directly to Riverview Group LLC.

Valence Technology's proprietary Saphion technology is used in the
industry's first commercially available, safe, large-format
lithium-ion rechargeable battery systems.  Berg & Berg is an
affiliate of Carl E. Berg, chairman of the board and principal
stockholder of Valence Technology.

On Dec. 14, 2005, Valence assigned its right to purchase the
series C-1 preferred stock to Berg & Berg.  In connection with
this assignment, Berg & Berg has agreed that the series C-1 stock
shall be convertible at the lower of its stated conversion price
of $4.00 or the closing price of the company's common stock on the
conversion date, provided the conversion price can be no lower
than $1.98, the closing bid price of Valence's common stock on
December 13, 2005.

In addition, Valence and Berg & Berg agreed to waive the mandatory
redemption of the series C-1 preferred stock and agreed that
dividends for the series C-1 will continue to accrue at their
stated rate of two percent.

Headquartered in Austin, Texas, Valence Technology --
http://www.valence.com/-- develops and markets battery systems
using Saphion(R) technology, the industry's first commercially
available, safe, large-format Lithium-ion rechargeable battery
technology.  Valence Technology holds an extensive, worldwide
portfolio of issued and pending patents relating to its Saphion
technology and lithium-ion rechargeable batteries. The company has
facilities in Texas, Las Vegas, Nevada, and Suzhou and Shanghai,
China.  Valence is traded on the Nasdaq Capital Market under the
symbol VLNC.

At Sept. 30, 2005, Valence Technology's balance sheet showed a
stockholders' deficit of $59,673,000, compared to a $54,642,000
deficit at March 31, 2005.


WESTWAYS FUNDING: Fitch Puts BB Rating on $37.5 Mil. Income Notes
-----------------------------------------------------------------
Fitch rates Westways Funding VI, Ltd's issuances:

     -- $130,000,000 class A-1A floating-rate senior notes 'AAA';

     -- $20,000,000 class A-1B fixed-rate senior notes 'AAA';

     -- $67,500,000 class A-2 floating-rate senior notes 'AAA';

     -- $30,000,000 class P-1 notes 'AAA';

     -- $15,000,000 class B floating-rate senior subordinated
        notes 'AA';

     -- $15,000,000 class C floating-rate subordinated notes 'A';

     -- $15,000,000 class D floating-rate junior subordinated
        notes 'BBB';

     -- $10,000,000 class L loan interests 'BBB';

     -- $37,500,000 income notes 'BB'.

Westways VI will issue $10,000,000 of the aggregate principal
amount that would otherwise be issued as class D Notes as the
class L loan interests.  The initial principal amount of these
securities is a part of the maximum aggregate principal amount of
the class D notes.  The class P-1 notes will consist of a
component representing $9,900,000 of income notes and a component
representing a $30,000,000 Fannie Mae STRIP due Feb. 28, 2014.
The initial principal amount of the income notes comprising a
component of the class P-1 notes is a part of the initial
aggregate principal amount of the income notes.

The ratings of the classes A-1A, A-1B, A-2, B, C, and D notes and
class L loan interests reflect the likelihood that investors will
receive periodic interest payments through the redemption date as
well as their respective stated principal balances.  The ratings
of the income notes and class P-1 notes only reflect the
likelihood that investors will receive their stated principal
balances upon the legal final maturity date.

The proceeds of the all classes of notes, except for class P-1,
will be used to purchase a diversified portfolio of primarily
floating-rate agency and 'AAA' rated private-label residential
mortgage-backed securities, commercial mortgage-backed securities,
and asset-backed securities.  The portfolio can be levered using
reverse repurchase agreements equivalent to up to 6 times capital.
The portfolio interest rate duration and spread duration will vary
with portfolio size.  A fully levered portfolio will be limited to
a minimum interest rate duration of -0.71 years to a maximum of
0.71 years, maximum spread duration of 3 years, and convexity of
-2.5 years.

The investment manager, TCW Asset Management Co., will actively
manage the investments on behalf of the issuer, Westways VI, a
special purpose company incorporated under the laws of the Cayman
Islands.  TCW will manage the portfolio in accordance with
specific investment policies, restrictions, and guidelines
reviewed by Fitch.


WINSTAR COMMS: Wins $244 Million Judgment in Lucent Litigation
--------------------------------------------------------------
The Hon. Joel B. Rosenthal, on Dec. 21, ordered Lucent
Technologies to pay $244 million, plus statutory interest and
other costs, to Christine Schubert, the chapter 7 trustee for
Winstar Communications.

Winstar brought a breach of contract and bankruptcy preference
action against Lucent Technologies in April 2001.  The trustee
took over the prosecution of the lawsuit in 2002.  The trial was
completed in June 2005.

Lucent said that the verdict would result in a charge to earnings
of approximately $300 million for the company's first fiscal
quarter of 2006, which ends Dec. 31, 2005.

"We have made strong arguments supporting our view that this suit
was without merit.  We are examining the judge's ruling very
carefully and will vigorously appeal the decision," said Lucent
Technologies General Counsel Bill Carapezzi.

                 About Lucent Technologies

Lucent Technologies -- http://www.lucent.com/-- designs and
delivers the systems, services and software that drive next-
generation communications networks.  Backed by Bell Labs research
and development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better manage
their networks.  Lucent's customer base includes communications
service providers, governments and enterprises worldwide.

              About Winstar Communications Inc.

Headquartered in New York, New York, Winstar Communications, Inc.,
provides broadband services to business customers.  The Company
and its debtor-affiliates filed for chapter 11 protection on April
18, 2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).
The Debtors obtained the Court's approval converting their case to
a chapter 7 liquidation proceeding in January 2002.  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  When the
Debtors filed for bankruptcy, they listed $4,975,437,068 in total
assets and $4,994,467,530 in total debts.


* BOOK REVIEW: Merger: The Exclusive Inside Story of the
               Bendix-Martin Marietta Takeover War
--------------------------------------------------------
Author:     Peter F. Hartz
Publisher:  Beard Books
Paperback:  418 pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1893122336/internetbankrupt

William Agee, the youngest man ever to head one of the top 100
American corporations, seemed unstoppable.  In 1977, at the age of
39, he took over Bendix Corporation, an aerospace, automotive, and
industrial firm, determined to diversify the company out of the
automotive industry.  In his words, "Automobile brakes are in the
winter of their life and so is the entire automobile industry."
He sold off a few Bendix units, got some cash together, and began
to look for acquisitions.

Then Agee's relationship with Mary Cunningham burst into the news.
Agee had promoted Cunningham from his executive assistant to vice
president, to the outrage of other Bendix employees.  Their
affair, replete with power, brains, youth, good looks, charm,
denial, and deceit, fascinated the American public.  Cunningham
was forced to leave Bendix to work for Seagrams, with the entire
country wondering just how well she would do.  The two divorced
their respective spouses and married soon thereafter.  To the
chagrin of many, Cunningham continued to play a pivotal role in
Bendix affairs.

Eager to regain his standing, Agee turned to acquisition as soon
as the gossip died down.  A failed attempt to acquire RCA left him
more determined than ever.  He then set his sights on Martin-
Marietta, an undervalued gem in the 1982 stock market slump.  Thus
began an all-out war of tenders and countertenders, egoism and
conceit, half-truths and dissimulation, and sudden alliances and
last-minute court decisions.

This is a very exciting account of the war's scuffles, skirmishes,
and battles.  The author, son of a long-time Bendix director, was
able to interview some of the major participants who most likely
would have refused the requests of other authors.  Some gave him
access to personal notes from the various proceedings.  The author
thoroughly researched the documents involved in the takeover war,
as well as news reports and press releases.  He explains the
complicated legal maneuverings very clearly, all the while keeping
the reader entertained with the personal lives and thoughts of the
players.

People love this book.  The New York Times Book Review said
"Aggression and treachery, hairbreadth escapes and last-minute
reversals, "white knights" and "shark repellants" - all of these
and more can be found in the true-life adventure of the Bendix-
Martin Marietta merger war."  The Wall Street Journal said "Merger
brims with tension, authentic-sounding dialogue and insider
detail."

Peter F. Hartz was born in Toronto, Canada, in 1953, and moved to
the U.S. as a child.  He holds degrees from Colgate University and
Brown University.  He lives in Toluca Lake, California.

                          *********

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 ***