TCR_Public/051229.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, December 29, 2005, Vol. 9, No. 308

                          Headlines

155 EAST: Hooters Casino Performance Earns S&P's Positive Outlook
AB DICK: Paragon Wants to Walk Away from SPA with Marconi plc
ABLE LABORATORIES: Sells Assets to Sun Pharmaceutical
ACTIVANT SOLUTIONS: Sept. 30 Balance Sheet Upside-Down by $20 Mil.
ALLIED HOLDINGS: Court Dismisses Kar-Trainer's Bankruptcy Case

AMERICAN LOCKER: Taps Ronald Cronin as New Chief Financial Officer
AMERICAN TOWER: Case Summary & 20 Largest Unsecured Creditors
AMERICREDIT CORP: Strong Market Position Earns Moody's Ba3 Rating
ARDEN REALTY: Moody's Reviews (P)Ba1 Subordinate Debt Shelf Rating
ATA AIRLINES: Objects to 69 Aircraft & Engine Lease Claims

ATA AIRLINES: Court Okays Employment Agreement with John Denison
AUSTIN COMPANY: Sells Core Operating Assets to Kajima USA
BANK OF AMERICA: Fitch Affirms Low-B Ratings on 15 Class Certs.
BOYDS COLLECTION: Wants Court OK on Key Employee Retention Program
BURNHAM PACIFIC: Trust Making $5.49-Mil. Final Distribution Today

CALPINE CORP: Wants to Continue Using Cash Management System
CALPINE CORP: Court Okays Continuation of Existing Bank Accounts
CALPINE CORP: Gets Court OK to Continue Intercompany Transactions
CAPITAL ACQUISITIONS: Court Denies Chapter 7 Conversion
CATHOLIC CHURCH: St. George's Pays CN$2.75 Million to Creditors

CENTURY/ML: Has Until Feb. 13 to File Final Closing Report
COLLINS & AIKMAN: Michael Stepp Disposes of 26,000 Common Shares
COLONIAL ESTATES: Case Summary & 11 Largest Unsecured Creditors
CONSUMERS ENERGY: Can Recover $333.39 Million in Electric Costs
CONTINENTAL AIRLINES: Withdrawing 69 Aircraft From ExpressJet

DC PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
DELTA AIR: Delta Pilots Ratify Tentative Agreement
DMX MUSIC: NDTC and HITS Seek Payment of $221,712 Cure Amount
DRESSER INC: Files 2004 Form 10-K & Restated Financial Reports
E*TRADE ABS: Moody's Rates $5 Million Class D Rate Notes at Ba1

EB2B COMMERCE: Dec. 31 Balance Sheet Upside-Down by $4.6 Million
EMMIS COMMS: Redeeming $230 Million Senior Notes on Jan. 23
ENRON CORP: Court Okays Sale of Centragas & EIDS Equity Interests
ENRON CORP: Partnership to Pay $16.5 Million to Enron Fuels
ENRON CORP: ENA Agrees to Turn Over $789,251 to Ponderosa Pine

EXIDE TECH: Accused of Failing to Pay $27-Mil. Fraud Settlement
EXIDE TECH: National City Agrees to Waive $7.3-Mil Secured Claim
GARDENBURGER INC: Files Plan & Disclosure Statement in California
GENERAL MARITIME: Prices Tender Offer for 10% Senior Notes
HIEP TRIEU: Case Summary & 9 Largest Unsecured Creditors

HOLLINGER INT'L: Selling Interests in Canadian Units to Glacier
HOME PRODUCTS: Amends $60 Million Loan & Security Pact with BofA
HONEY CREEK: Wants Exclusive Plan Filing Period Extended
INDUSTRIALEX: Files Notice of Intent to Restructure Windsor Plant
INSIGHT COMMS: Appoints Michael S. Willner as President & CEO

KAISER ALUMINUM: Court Confirms Liquidating Plans of Four Units
LOCHWOOD INVESTORS: Case Summary & 35 Largest Unsecured Creditors
LUCENT TECH: Earns $1.2 Million of Net Income in 2005
MAGRUDER COLOR: Wants Exclusive Period Stretched to February 28
MCLEODUSA INC: Names JH Bonde to Serve on Reorganized Board

MEDICALCV INC: Wants to Raise $6 Million in Exercise of Warrants
METALFORMING TECH: Citicorp Wants Debtor to Decide on Lease
MURRAY: Liquidating Trustee Seeks to Recover $3-Mil from Wal-Mart
NADER MODALNO: Brings-In Sheppard Mullin as Special Counsel
NATIONAL COAL: Moody's Rates $55 Mil. Sr. Secured Notes at Caa2

NEWARK GROUP: Weak Credit Measures Earns S&P's Negative Outlook
NORTHWEST AIRLINES: Can Purchase Aircraft & End Related Leases
NORTHWEST AIRLINES: Assumes Joint Insurance Pact with Continental
NORTHWEST AIRLINES: Wants Lease Rejection Procedures Approved
OAKWOOD HOMES: Trust Wants Court Okay on GreenPoint Settlement

OAKWOOD HOMES: Claims Objection Deadline Extended to Sept. 30
OAKWOOD HOMES: Court OKs B-2 Certificateholders Settlement Pact
ORGANIZED LIVING: Court Confirms Chapter 11 Liquidating Plan
PORTOLA PACKAGING: Registers $180 Million Sr. Notes for Resale
PRG-SCHULTZ: Closes on $10MM of Bridge Financing with Noteholders

PROTOCOL SERVICES: Court Confirms Chap. 11 Plan of Reorganization
REMOTE DYNAMICS: BDO Seidman Issues Going Concern Qualification
REMY INTERNATIONAL: Completes New $80 Million Financing
RESIDENTIAL FUNDING: Fitch Raises Rating on Class B-2 Certificates
ROYAL GROUP: Can Access Up to $312.5M in Operating Credit Facility

SAINT VINCENTS: Submits Protocol to Resolve Malpractice Claims
SALOMON BROS: Fitch Junks Rating on Class BF-4 Certificates
SALON MEDIA: Gets $250K from Sale of Preferred Shares & Warrants
SAV-ON LTD: Hires Corporate Revitalization as Consultants
SCRIP ADVANTAGE: To File for Chapter 11 Protection in California

TAK CHIN: Case Summary & 10 Largest Unsecured Creditors
UNITED RENTALS: NYSE Extends Financial Filing Deadline to March 31
USGEN NEW ENGLAND: TransCanada Finally Agrees to Deposition
VARIG S.A.: Court Orders $18.3 Mil. Paid to Aircraft Lessors
VARIG S.A.: Inks Credit Card Agreement with Argentine Bank

WINDOW ROCK: Gregory Cynaumon Wants Examiner Appointed
WINDOW ROCK: Taps Prolman Associates as Financial Consultants
WINDOW ROCK: Wants to Hire Winthrop Couchot as Insolvency Counsel
Y-TEL INTERNATIONAL: Eliminates $310,000 in Long-Term Debt

                          *********

155 EAST: Hooters Casino Performance Earns S&P's Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on 155 East
Tropicana LLC to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on 155
East Tropicana, including its 'B-' corporate credit rating. Total
debt outstanding at Sept. 30, 2005, was $130 million.

"The outlook revision reflects Standard & Poor's expectation that
operating performance of the newly re-branded Hooters Casino
Hotel, which is scheduled to open in February 2006, will be good
upon opening given the combination of its middle market focus, the
national exposure of the Hooters brand, and continued good
operating momentum in Las Vegas," said Standard & Poor's credit
analyst Michael Scerbo.  The company's existing San Remo facility
will be re-branded into Hooters Casino Hotel.

The ratings continue to reflect the company's:

      * narrow business position as an operator of a single
        casino,

      * off-Strip location,
  
      * highly competitive market environment, and

      * small pro forma cash flow base.

Still, the company's liquidity position is adequate to complete
the re-branding and provide for an appropriate ramp up period.


AB DICK: Paragon Wants to Walk Away from SPA with Marconi plc
-------------------------------------------------------------
Paragon Corporate Holdings, Inc., a debtor-affiliate of Blake of
Chicago Corp. fka AB Dick Co., asks the U.S. Bankruptcy Court for
the District of Delaware for authority to reject a stock purchase
agreement with GEC Incorporated.

In 1996, Paragon acquired all of AB Dick's stock from GEC Inc. nka
Marconi plc.  Among other things, the stock purchase agreement
required Marconi to indemnify Paragon for all costs incurred in
remediating environmental hazards at AB Dick's various locations,
including the Rexdale Facility -- a 3.5 acre parcel of improved
industrial real property located at 94 Brockport Drive, Toronto,
Ontario, Canada.

The Rexdale Facility has been under an ongoing environmental and
remediation effort since 1991, when it was discovered that an
underground storage tank had leaked chlorinated solvents into the
soil and groundwater at the site.

In November, the Debtors had filed a motion to assume and assign
the stock purchase agreement to a potential purchaser of the
Rexdale Facility.  Marconi asked for a $268,605 cure claim as
refund of insurance premiums under the terms of the stock purchase
agreement.  The facility's potential purchaser withdrew after
Marconi failed to commit its performance under the environmental
indemnity condition of the SPA.

Paragon has determined that the costs of curing defaults in the
assumption and assignment of the SPA won't benefit the bankruptcy
estates.  Also, since the sale of the Rexdale Facility is not
anymore dependent on the assumption and assignment of the SPA,
Paragon seeks to reject it.

Headquartered in Niles, Illinois, A.B. Dick Company --
http://www.abdick.com/-- is a global supplier to the graphic arts  
and printing industry, manufacturing and marketing equipment and
supplies for the global quick print and small commercial printing
markets.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Del. Lead Case No. 04-12002) on
July 13, 2004.  Frederick B. Rosner, Esq., at Jaspan Schlesinger
Hoffman, LLP, and H. Jeffrey Schwartz, Esq., at Benesch,
Friedlander, Coplan & Aronoff, LLP, represent the Debtors in their
restructuring efforts.  Richard J. Mason, Esq., at McGuireWoods,
LLP, represents the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it listed
over $50 million in estimated assets and over $100 million in
estimated liabilities.  A.B. Dick Company changed its name to
Blake of Chicago, Corp., on Dec. 8, 2004, as required by the terms
of the APA with Presstek.  The Debtors delivered their Liquidating
Plan of Reorganization and an accompanying Disclosure Statement
explaining that Plan to the U.S. Bankruptcy Court for the District
of Delaware on Feb. 10, 2005.


ABLE LABORATORIES: Sells Assets to Sun Pharmaceutical
-----------------------------------------------------
Able Laboratories, Inc., sold substantially all of its assets to
Sun Pharmaceutical Industries, Inc., a subsidiary of Sun
Pharmaceutical Industries Limited on Dec. 23, 2005.

In connection with the sale, Sun assumed Able's lease at its
premises located in Cranbury, New Jersey, and purchased Able's
premises at 6 Hollywood Court, South Plainfield, New Jersey.  Sun
also assumed a limited number of the company's contracts.  Able
was represented in the transactions by its Director of
Restructuring, Richard M. Shepperd.

As reported in the Troubled Company Reporter on Dec. 1, 2005, the
U.S. Bankruptcy Court for the District of New Jersey, Trenton
Division, approved the sale of Able Laboratories, Inc.'s assets to
Sun Pharmaceutical Industries Limited for $23,145,0000.

Under the bankruptcy court order permitting the sale, Able paid
cure amounts for contracts that were assumed and assigned,
reserved amounts listed in the order and made other permitted
payments.  It is expected that the remainder of the proceeds will
be used to pay, among other things, administrative expenses and
other creditor claims.  Able currently plans to prepare and file a
plan for distribution of its assets and the treatment of claims
with the bankruptcy court within the next 45 days.

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


ACTIVANT SOLUTIONS: Sept. 30 Balance Sheet Upside-Down by $20 Mil.
------------------------------------------------------------------
Activant Solutions Inc. delivered its annual report on Form 10-K
for the year ending Sept. 30, 2005, to the Securities and Exchange
Commission on Dec. 22, 2005.

For the year ending Sept. 31, 2005, the Company reported net
income of $13,518,000 on $104,789,000 of revenues, compared to net
income of $16,767,000 on $81,956,000 for the same period in 2004.

As of Sept. 30, 2005, the company's balance sheet showed
$188.9 million in total assets and $208.9 million in total
liabilities.  At Sept. 30, 2005, the company had a stockholders
deficit of $20,020,000.

Activant Solutions Inc. -- http://www.activant.com/-- is a  
technology provider of vertical ERP solutions servicing the
automotive aftermarket, hardware and home center, wholesale trade,
and lumber and building materials industry segments.  Over 20,000
wholesale, retail and manufacturing customer locations use
Activant to help drive new levels of business performance.  With
proven experience and success, Activant is fast becoming an
industry standard for companies seeking competitive advantage
through stronger customer integration.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 29, 2005,
Moody's Investors Service downgraded the corporate family rating
of Activant Solutions Inc. to B2 from B1 while confirming ratings
of B2 on existing outstanding debt.  Concurrently, Moody's
confirmed a B2 rating to Activant's incremental debt of
$140 million senior unsecured notes due 2010, issued to finance
its acquisition of Prophet 21, Inc., and assigned Caa1 rating to a
$40 million PIK notes issued by Activant Solutions Holdings Inc.  

This rating has been assigned to the new issue:

   * Caa1 to $40 million senior unsecured notes due 2011 (new
     issue) issued by Holdings

This rating has been revised down:

   * Corporate Family Rating to B2 from B1

These ratings have been confirmed:

   * B2 to $157 million (face value) senior unsecured notes
     due 2011

   * B2 to $140 million incremental senior unsecured notes (total
     260 million) due 2010

Moody's said the ratings outlook is Stable.

As reported in the Troubled Company Reporter on Sept. 28, 2005,
Standard & Poor's Ratings Services announced affirmed its 'B+'
corporate credit and senior unsecured debt ratings on Austin,
Texas-based Activant Solutions Inc.  

At the same time, Standard & Poor's assigned its 'B+' debt rating
to the proposed $140 million senior unsecured floating rate notes,
which will have essentially the same terms as the existing
floating rate notes, and its 'B-' debt rating to the proposed
$40 million senior PIK notes, which will be an obligation of
Activant Solutions Holdings Inc., and will be structurally
subordinated to all indebtedness of Activant Solutions Inc.  
S&P said the outlook is now negative.


ALLIED HOLDINGS: Court Dismisses Kar-Trainer's Bankruptcy Case
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
approved Allied Holdings, Inc., and its debtor-affiliates' request
to dismiss Kar-Tainer International Limited's bankruptcy case.

As previously reported, the Bankruptcy Court authorized Allied
Holdings, Inc., Axis Group, Inc., and Kar-Tainer to sell the
Debtors' securities in Kar-Tainer to Richard Cox, an executive at
Asean Auto Logistics, which formerly owned Kar-Tainer.  Mr. Cox
bought the securities for $2 million, subject to other adjustment
and conditions.

The non-core assets sold include 100% of the Debtors' issued and
outstanding ownership interests in Kar-Tainer together with the
Kar-Tainer intellectual property held by Allied Holdings.

The Debtors believe that the closure of the Sale warrants a
dismissal of Chapter 11 Case No. 05-12527 filed by Kar-Tainer
International, LLC, within the meaning of Section 1112(b) of the
Bankruptcy Code.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --   
http://www.alliedholdings.com/-- and its affiliates provide          
short-haul services for original equipment manufacturers and   
provide logistical services.  The Company and 22 of its
affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case No. 05-12515).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN LOCKER: Taps Ronald Cronin as New Chief Financial Officer
------------------------------------------------------------------
American Locker Group Incorporated (Nasdaq:ALGI) reported that
Ronald Cronin was appointed Chief Financial Officer of the company
as of Dec. 15, 2005.

Mr. Cronin, 59, has been the company's Corporate Controller since
September 2005.  Mr. Cronin served from February 2005 to September
2005 as Controller of MosquitoNIX, a provider of pest control
services based in Dallas, Texas.  Mr. Cronin also served in
multiple financial-related capacities, most recently as Regional
Controller, for Metals USA Building Products, L.P., a division of
Metals USA, Inc. (Nasdaq:MUSA) based in Mesquite, Texas and a
premium provider of metal building products for the home and
commercial building industry.

"The Company is delighted to have Ron Cronin as its Chief
Financial Officer," Edward F. Ruttenberg, the company's Chairman
and Chief Executive Officer, stated.  "Ron's contributions as the
company's Corporate Controller have been significant, and we are
confident that his leadership and talents will continue to be
invaluable to the Company in his new role as Chief Financial
Officer."

Headquartered in Grapevine, Texas, American Locker Group
Incorporated -- http://www.americanlocker.com/-- is an   
engineering, assembling, manufacturing and marketing enterprise
engaged primarily in the sale of lockers.  This includes coin,
key-only, and electronically controlled checking lockers and
related locks and plastic and aluminum centralized mail and parcel
distribution lockers.

                          *     *     *

                             Default

On March 18, 2005, the company received a notice of default and
reservation of rights letter from its lender regarding the
company's term loan as a result of the non-renewal of its aluminum
Cluster Box Units contract with the United States Postal Service.  
To date, the company has made all scheduled payments on its term
loan and its outstanding mortgage loan.  In addition, the lender
has verbally advised the company that its revolving line of credit
is not available.  The company has no long-term capital
commitments or obligations, although this situation may require
re-evaluation upon receipt of the USPS drawing and design package
for the new 1118F CBU.

                          Lender Talks

As reported in the Troubled Company Reporter on Aug. 1, 2005,
the company is in discussions with its lender -- Manufacturers and
Traders Trust Company -- to restructure the company's term and
revolving debt with a new loan agreement to be in effect for
approximately one year, during which time the company expects to
seek a new lender in Texas, where the company will be relocating
its headquarters by the end of 2005.

The lender's initial proposal provides that the company:

     (i) pay down the remaining balance of its term loan, which is
         approximately $2,700,000, in 2005;

    (ii) maintain its mortgage loan due in 2006, which has an
         outstanding balance of approximately $2,300,000; and

   (iii) have available a revolving line of credit of $1,000,000,
         subject to terms and conditions to be negotiated.


AMERICAN TOWER: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: American Tower Crane, Inc.
        812 Briny Avenue, Suite 10C
        Pompano Beach, Florida 33062

Bankruptcy Case No.: 05-61976

Type of Business: The Debtor offers tower crane rental,
                  maintenance, and contract operator services.
                  See http://www.americantowercrane.com/

Chapter 11 Petition Date: December 19, 2005

Court: Western District of Kentucky (Louisville)

Judge: Joan L. Cooper

Debtor's Counsel: Anthony G. Raluy, Esq.
                  Foley Bryant & Holloway, PLLC
                  500 West Jefferson Street, Suite 2450
                  Louisville, Kentucky 40202-2659
                  Tel: (502) 569-7550
                  Fax: (502) 561-0025

Total Assets: $989,101

Total Debts:  $4,951,776

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Fifth Third Bank,                Miscellaneous        $1,690,512
Kentucky, Inc.                   equipment
401 South 4th Avenue             Value of security:
Louisville, KY 40202             $500,000

Washington Mutual Bank, F.A.     Unperfected          $1,345,220
1201 Third Avenue                security
Seattle, WA 98101                interest in
                                 equipment

American Construction Hoist Inc.                      $1,141,975
2304 Hurstbourne Village Drive,
Suite 1100
Louisville, KY 40299

Kroll Cranes                     Trade debt             $167,790

American Crane Corp./            Default on agreed      $150,000
Terex Piener Crane               judgment

Ivan Ramirez-Moreno              Personal injury suit    $72,627

Crane and Hoist Services, Inc.                           $57,390

Brook, van Loon & Latham, LLP    Trade debt              $27,574

Albert B. Crush Co., Inc.        Trade debt              $19,668

Louisiana Safety Association     Worker's                $16,167
of Timberme                      compensation
                                 premium adjustment

Harrison County Mississippi      Disputed ad valorem     $12,459
                                 taxes

Bennett Motor Express, Inc.      Trade debt              $10,100

State Farm Mutual Automobile     Subrogation claim        $8,786
Ins. Co.

McGlinchey Stafford, PLLC        Legal fees               $7,627

Expanse, Inc.                    Trade debt               $1,999

Keary L. Everitt                 Trade debt               $1,920

Commonwealth of Kentucky                                  $1,274

Regional Airport Authority of    Trade debt               $1,253
Louisville

Tennessee Department of          Tax claim                  $674
Revenue

Ardie Greenamyer                                         Unknown


AMERICREDIT CORP: Strong Market Position Earns Moody's Ba3 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Corporate Family Rating of
Ba3 to AmeriCredit Corp.  The rating outlook is positive.

The assignment of the Ba3 Corporate Family Rating reflects the
company's strong market position in sub-prime auto finance and
recent improvement in credit metrics, balanced by the company's
monoline nature which exacerbates its vulnerability to adverse
economic developments.  Additionally, the Ba3 rating reflects the
dominant role of secured and securitized debt in AmeriCredit's
funding structure and the reasonable unencumbered asset coverage
enjoyed by unsecured creditors.

This rating has been assigned, with a positive outlook:

  AmeriCredit Corp.:

     * Corporate Family Rating Ba3

AmeriCredit Corp. (ticker symbol ACF), an independent sub-prime
auto finance company based in Fort Worth, Texas, reported total
managed receivables of approximately $11 billion as of Sept. 30,
2005.


ARDEN REALTY: Moody's Reviews (P)Ba1 Subordinate Debt Shelf Rating
------------------------------------------------------------------
Moody's placed the Baa3 senior unsecured debt rating of Arden
Realty Limited Partnership under review for possible upgrade.  
This rating action follows the announcement of the acquisition of
Arden Realty by GE Real Estate, a unit of GE Capital Corporation.
The acquisition consideration is expected to be approximately $4.8
billion, including the assumption and refinancing of approximately
$1.6 billion of debt.

At the same time, Arden announced that Trizec Properties, Inc.
[NYSE: TRZ] will acquire thirteen Arden properties totaling 4.1
million square feet for approximately $1.6 billion.  Moody's
believes that, based on similar transactions in which GE Capital
Corporation has engaged in the past, there is a likelihood for
some level of support from GE Capital for Arden Realty's
bondholders.

During its review, Moody's will focus on the REIT's prospective
capital structure, and GE Real Estate's plans for Arden's
outstanding bonds.  Should a unit of GE provide an explicit
guarantee or other form of support, the Arden Realty bonds would
be upgraded, perhaps by several notches, the degree of upgrade
being a function of the character of the support.  Moody's notes
that should GE Real Estate elect to tender for Arden Realty's
bonds, with the possibility that some bonds are left outstanding
without covenant protection and perhaps with a weaker capital
structure, the review would change to possible downgrade.
According to Moody's, the transaction has no impact on GE Capital
Corporation's ratings (Aaa senior debt, Prime-1 short-term).

These ratings were placed under review for possible upgrade:

  Arden Realty Limited Partnership:

     * Senior unsecured debt at Baa3
     * Senior secured debt shelf at (P)Baa2
     * Senior unsecured debt shelf at (P)Baa3
     * Subordinate debt shelf at (P)Ba1

  Arden Realty, Inc.:

     * Preferred stock shelf at (P)Ba1

In its last rating action with respect to Arden (April 2004),
Moody's confirmed the Baa3 senior debt rating with a stable
outlook.

Arden Realty, Inc., [NYSE: ARI], headquartered in Los Angeles,
California, USA, is an office REIT.  As of September 30, 2005, it
had assets of $$2.9 billion and equity of $1.2 billion.


ATA AIRLINES: Objects to 69 Aircraft & Engine Lease Claims
----------------------------------------------------------
A number of parties have filed proofs of claim in connection with
aircraft and engine leases that ATA Airlines, Inc., and its
debtor-affiliates have rejected.

The Debtors object to 41 Aircraft and Engine Lease Claims on these
grounds:

   (a) the Claims are filed in amounts that the Debtors dispute
       as not being reflected on their books and records, and as
       such the Debtors dispute liability for the Claims as to
       both validity and amount;

   (b) the Claims fail to provide information sufficient for the
       Debtors to determine the specific basis for or the amount
       of the Claim; and

   (c) the Claims improperly seek priority or secured status.

A list of these Aircraft and Engine Lease Claims is available free
of charge at http://bankrupt.com/misc/3090_exhbt_A.pdf

The Debtors also object to an additional 28 Aircraft and Engine
Lease Claims because they have agreed to different amounts with
the Claimants in the agreements that have been approved by the
Court.

A list of those Claims is available for free at:

      http://bankrupt.com/misc/3090_exhbt_B.pdf

                            Responses

(A) Provident Bank

Provident Bank is the Owner Participant with respect to an EETC
2000-1 N526AT Leveraged Lease Financing, dated June 30, 2000,
relating to one Boeing 757-23N Aircraft.

Provident Bank filed Claim Nos. 1107 and 1108 for damages arising
under the Aircraft Lease.  Provident Bank has amended the Claims
to reflect a $24,589,039 Net Economic Return.

Provident Bank insists that the Claims are adequately defined and
supported.  Provident Bank asks the Court to overrule the
Objection with respect to its Claims.

(B) Wilmington Trust

Wilmington Trust Company, as loan trustee and as subordination
agent with regard to the 1996-1 and 1997-1 series of ATA Enhanced
Equipment Trust Certificates, holds or maintains certain interests
in five Boeing 757-23N aircraft currently in the Debtors'
possession.

Before the Petition Date, ATA Airlines, Inc., financed the
acquisition or lease of aircraft through a number of transactions
involving EETCs.  Owner participants hold beneficial interests in
the Aircraft, and the owner trustees are the registered owners of
the Aircraft.  As part of the EETC program, to help finance the
acquisition or lease of the Aircraft, pass through trust
certificates were sold to certificate holders.

The Equity Owners filed claims against the Debtors:

   Claim No.   Equity Owner                               Amount
   --------    ------------                               ------
     878       Beal Savings Bank                      $6,710,985
     928       General Electric Capital Corp.       Unliquidated
     929       General Electric Capital Corp.       Unliquidated
     930       GECC                                 Unliquidated
     863       AF Leasing, Ltd,                      $76,273,293
     864       AF Leasing, Ltd,                      $76,273,293
     877       Beal Capital                             $892,149
     878       Beal Savings Bank                      $6,710,985
     956       Debis Financial Services Inc.        Unliquidated
    1189       FINOVA Capital Corp., et al.         Unliquidated
    1203       Wells Fargo Nat'l Bank NW, NA         $39,605,752
    1204       Wells Fargo Nat'l                     $39,605,752

Wilmington Trust filed Claim Nos. 1244, and Claim Nos. 1797-1802
each for $124,465,459 against the Debtors.  It also filed Claim
Nos. 1245 and Claim Nos. 1804-1810 for $189,743,439 apiece.

The Reorganizing Debtors and Wilmington Trust previously agreed
that the Indenture Trustees will have an allowed unsecured claim
in respect of each Original Lease of an Aircraft equal to the sum
of:

   (i) accrued and unpaid rent as of the Petition Date, and

  (ii) the amount set forth for each Aircraft:

        Tail No.        Amount
        --------        ------
        N517AT      $14,960,089
        N518AT       12,840,147
        N519AT       11,387,361
        N520AT       13,939,963
        N522AT       14,872,441

The parties have also agreed that the claim amounts are not fixed
until they enter into new leases on the effective date of the
Debtors' plan of reorganization.

Thus, Thomas N. Eckerle, Esq., at Thomas N. Eckerle P.C., in
Indianapolis, Indiana, asserts, the Debtors' Objection to the
Claims is premature.

Mr. Eckerle notes that the effective dates of the rejection of the
Original Leases have not occurred.  In addition, ATA has yet to
enter into the New Leases.  ATA has yet to accept the N517AT
Aircraft and the N518AT Aircraft under the New Leases.  Moreover,
the Effective Date of the Plan has not yet occurred.

Accordingly, Wilmington Trust asks the Court to overrule the
Objection as to the Claims.

Wilmington, as trustee and agent, also asks Judge Lorch to
overrule the Debtors' objection to the proofs of claim filed by
The Provident Bank.

Provident Bank, as Equity Owner, filed Claim Nos. 1107 and 1108
against the Debtors, each for $15,341,616.

Mr. Eckerle says the Reorganizing Debtors have provided no grounds
for disallowing the Provident Claims.  Mere assertion that the
amounts set out in the Claims are not reflected in the
Reorganizing Debtors' books and records does not warrant
disallowance of the Claims.  Absent a substantive reason for the
disallowance of the Claims, the Reorganizing Debtors have failed
to overcome the prima facie validity of the Claims, Mr. Eckerle
asserts.

(C) Wells Fargo & V10 Aircraft

FINOVA Capital Corporation holds a beneficial interest in a Boeing
757-23N aircraft, with U.S. Registration No. N517AT, and two Rolls
Royce model RB211-535E4 engines.

FINOVA is the Owner Participant under a Participation Agreement
(ATA 1996 A), dated December 16, 1996, among American Trans Air,
Inc., as Lessee, Wells Fargo Bank Northwest, N.A., formerly known
as First Security Bank, N.A., as Owner Trustee, Wilmington Trust
Company, as Indenture Trustee, and Wilmington Trust, as
Subordination Agent.

Wells Fargo, as Owner Trustee under a Trust Agreement, dated as of
December 16, 1996, is the registered owner of the Aircraft.  Wells
Fargo leased the Aircraft to ATA Airlines pursuant to a Lease
Agreement, dated as of December 16, 1996.

Wells Fargo and FINOVA subsequently filed Claim No. 1189 for
amounts owed by ATA Airlines Inc. in respect of, among other
things, the N517 Lease.

Wilmington Trust filed a proof of claim related to the Aircraft
and the Aircraft Lease.  Pursuant to Claim No. 1189, Wells Fargo
and FINOVA joined in the Wilmington Claim to the extent that it
relates to the Aircraft and the N517 Lease and solely to the
extent of the rights and interests of Wells Fargo and FINOVA in
the Aircraft and in the N517 Lease.

In February 2005, the Reorganizing Debtors and Wilmington Trust,
as Indenture Trustee, entered into the Restructuring Term Sheet,
pursuant to which, among other things, the amount of Wilmington's
allowed unsecured claim with respect to the N517 Lease and the
Aircraft -- Agreed Claim Amount -- was agreed to be equal to the
sum of:

   (i) all accrued and unpaid rent as of the Petition Date; and

  (ii) $14,960,089 arising out of the rejection of the Lease.

Neither FINOVA nor Wells Fargo was a party to the Court-approved
Term Sheet.  Nevertheless the Term Sheet, among other things,
contemplated that Wells Fargo would enter into a new lease for the
Aircraft simultaneously with the rejection of the N517 Lease.  In
addition, pursuant to the Term Sheet, the amount of Claim No. 1189
was established and agreed.

In May 2005, FINOVA assigned its rights and interest in Claim No.
1189 to V10 Aircraft, Corp.

In the Objection, the Reorganizing Debtors contend that the amount
of the claims have been set pursuant to prior agreements between
the Debtors and the claimants.  However, the Reorganizing Debtors
then seek disallowance of Claim No. 1189 rather than a reduction
based on the Agreed Claim Amount.

Wells Fargo, and V10 assert that, in accordance with the Term
Sheet, Claim No. 1189 should not be disallowed, but instead,
should be deemed amended in the amount of the Agreed Claim
Amount.

(D) Betaco

Betaco, Inc., filed Claim No. 1859 for $179,065 against ATA
Airlines, Inc.

ATA Airlines and Betaco are parties to a Bell 206B Jet Ranger III
Helicopter Lease Agreement, dated September 14, 1989, as amended.
ATA rejected the Lease and returned the Helicopter to Betaco at a
mutually agreed location on January 13, 2005.

Claim No. 1859 reflects:

    (i) damages arising from the Reorganizing Debtors' rejection
        of the Lease, namely, unpaid monthly payments from
        November 1, 2004, through March 31, 2007;

   (ii) amounts due under the Lease after January 13, 2005.

Betaco asks the Court to deny the Objection to the Claim.

C. Daniel Motsinger, Esq., at Krieg DeVault LLP, in Indianapolis,
Indiana, asserts that once a proof of claim is filed, the burden
of production shifts to the Reorganizing Debtors to overcome the
claim's prima facie evidence of validity.

Mr. Motsinger notes that that the Reorganizing Debtors have failed
to identify any portion of the Helicopter Claim with which they
disagree.  He adds that ATA Airlines does not claim that it has no
potential liability under the Lease, and fails to attach evidence
in support of the Objection.

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


ATA AIRLINES: Court Okays Employment Agreement with John Denison
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
authorized ATA Airlines, Inc., and its debtor-affiliates to enter
into an Employment Agreement with John Denison dated Dec. 1, 2005.

As previously reported in the Troubled Company Reporter on
December 22, 2005, ATA Holdings Corp. and its principal operating
subsidiary, ATA Airlines, Inc., entered into an employment
agreement with John Denison as president and chief executive
officer of both Holdings and ATA.

The New Employment Agreement supercedes and replaces in its
entirety the employment agreement entered into with Mr. Denison on
October 20, 2005.  The New Employment Agreement was entered into
solely to address certain potential deferred compensation issues
under Section 409A of the Internal Revenue Code.  All other
substantive provisions of the New Employment Agreement are the
same as the Old Employment Agreement.

Under the Agreement, Mr. Denison's annual base salary will be a
nominal amount of $350,000.  However, consistent with salary
reductions taken by other executives, ATA will pay him a reduced
base salary of $280,000 a year unless and until the parties agree
to a different amount.

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


AUSTIN COMPANY: Sells Core Operating Assets to Kajima USA
---------------------------------------------------------
The Austin Company accepted a bid submitted by Kajima USA, Inc., a
subsidiary of Kajima Corporation of Japan, for the purchase of
Austin's core U.S. assets.  An affiliate of Kajima USA, Inc., has
agreed to acquire the core Austin assets for a combination of cash
and assumed liabilities.

The asset sale, which was conditionally approved by the U.S.
Bankruptcy Court for the Northern District of Ohio at a hearing
conducted on Dec. 22, 2005, is expected to close in the near
future.

With over 160 years of experience and over 13,000 employees around
the world, the Kajima family of companies is a global leader in
the planning, design, and construction industries and is
consistently ranked by Engineering News Record among the top
contractors in the world.

"This is a very positive and strategic move for Kajima USA," said
Keisuke "KC" Koshijima, president and chief executive officer of
Kajima USA.  "While we plan to operate the Austin assets to be
acquired with a high degree of autonomy and fully expect these
businesses to prosper, we also hope to achieve considerable
synergies with other Kajima USA companies."

Austin will continue normal operations pending completion of the
sale.  The core assets to be acquired by Kajima include assets
associated with Austin's Cleveland, Atlanta and Irvine, Calif.
operating units.  Following the closing of the sale, Kajima plans
to operate the businesses under the Austin name.

"This marks the beginning of an exciting chapter in Austin's long
history," Patrick B. Flanagan, Austin's president and chief
operating officer, said.  "Kajima is a global design and
construction giant with nearly 45 years of experience operating in
the United States.  With the resources of Kajima USA and the
worldwide Kajima organization, Austin will be able to greatly
expand the breadth and depth of the solutions we can offer to the
market.  We are excited about the opportunity to contribute to
such an outstanding and well- respected organization."

Mr. Flanagan added, "We are also pleased to have quickly resolved
some of the issues related to our Chapter 11.  As we enter a new
year, we will be able to devote our full energies to meeting the
needs of clients and the marketplace."

                 About Kajima and Kajima USA

With over 160 years of experience and over 13,000 employees around
the world, Kajima Corporation is a global leader in the design,
construction and real estate development industries.  Traded
publicly on the Tokyo and London exchanges, Kajima reported over
$16 billion in revenues in 2004 and was ranked by Engineering News
Record as the eighth largest contractor in the world based on
construction volume.  When Kajima USA, a principal subsidiary of
Kajima Corporation, started its operations in 1964, its goal was
to become a full- service design/build provider for Japanese
clients in the United States.  Since then, Kajima has expanded
that goal with a group of U.S. companies that span the real estate
development, design and construction industries.

Kajima USA companies include Kajima Associates, Inc., a design and
engineering services company; Kajima Construction Services, a
design-build and construction services company; Hawaiian Dredging
Construction Company, Inc., a major general contractor in Hawaii;
KUD International, LLC, a fee developer/program manager for large
scale urban projects; Industrial Developments International, Inc.,
one of top five industrial developers in the US; Commercial
Developments International, Inc., a developer of commercial
properties; and HOK, in which Kajima holds an interest.

                About The Austin Company

Headquartered in Cleveland, Ohio, The Austin Company is an
international firm offering a comprehensive portfolio of in-house
architectural, engineering, design-build, construction management
and consulting services.  The Company also offers value-added
strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio Case No.
05-93363).  Christine M. Pierpont, Esq., at Squire, Sanders &
Dempsey, LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated between $10 million to $50 million in
total assets and debts.


BANK OF AMERICA: Fitch Affirms Low-B Ratings on 15 Class Certs.
---------------------------------------------------------------
Fitch has taken rating actions on these Bank of America RESI
transactions:

   Series 2004-A

     -- Class B-3 affirmed at 'A';
     -- Class B-4 affirmed at 'A-';
     -- Class B-5 affirmed at 'BBB+';
     -- Class B-6 affirmed at 'BBB-';
     -- Class B-7 affirmed at 'BB';
     -- Class B-8 affirmed at 'BB-';
     -- Class B-9 affirmed at 'B+';
     -- Class B-10 affirmed at 'B';
     -- Class B-11 affirmed at 'B-'.

   Series 2004-B

     -- Class B-3 affirmed at 'A';
     -- Class B-4 affirmed at 'A-';
     -- Class B-5 affirmed at 'BBB';
     -- Class B-6 affirmed at 'BBB-';
     -- Class B-7 affirmed at 'BB';
     -- Class B-8 affirmed at 'BB-';
     -- Class B-9 affirmed at 'B+';
     -- Class B-10 affirmed at 'B';
     -- Class B-11 affirmed at 'B-'.

   Series 2004-C

     -- Class B-3 affirmed at 'A';
     -- Class B-4 affirmed at 'A';
     -- Class B-5 affirmed at 'BBB';
     -- Class B-6 affirmed at 'BBB';
     -- Class B-7 affirmed at 'BB';
     -- Class B-8 affirmed at 'BB-';
     -- Class B-9 affirmed at 'B+';
     -- Class B-10 affirmed at 'B';
     -- Class B-11 affirmed at 'B-'.

For all transactions the credit enhancement percentages have been
slowly increasing since origination.  The affirmations, affecting
approximately $493.08 million in outstanding certificates, reflect
pool performance and credit enhancement levels consistent with
expectations.

As of the November 2005 distribution date, the seasoning of the
transactions ranges from only 13 to 19 months and the pool factors
range from 51% to 72%.

The mortgage pools consist of 30-year, fixed-rate mortgage loans
secured by one- to four-family residential properties extended to
prime borrowers.  The majority of the loans are located in the
states of California and New York, and the weighted average FICO
scores range from 734 to 748 at origination.  The servicer for
deals 2004-A and 2004-C is Wells Fargo Home Mortgage Inc. and the
primary servicer for 2004-B is PHH Mortgage, both of which are
rated 'RPS1' by Fitch.

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


BOYDS COLLECTION: Wants Court OK on Key Employee Retention Program
------------------------------------------------------------------
The Boyds Collection, Ltd., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland, Baltimore Division,
to approve a key retention program for their seven key employees.

The KERP was designed and approved by the Debtors' board of
directors to ensure that its top personnel will remain with them
through the confirmation of a plan of reorganization.  The plan is
supported by the Debtors' secured lenders and their most
significant prepetition creditor, D.E. Shaw Laminar Portfolios.

The retention program has three tiers of employees and includes
provisions for a:

    -- retention payment, and
    -- severance payment for each key employee if they are
       ultimately terminated for good cause.

The Debtors estimate paying $1,022,000 in retention payments.  The
retention payments available to each tier of employees are:

                              Base Range      Retention    Aggregate Retention
  Tiers   # of Employees      of Salary        Program       Payment Amount
  -----   --------------      ----------      ---------    -------------------
     I           3          200,000-500,000     70-75        150,000-350,000
    II           1              125,000           61             125,000
   III           3           88,000-154,500       50          44,300-77,200
  
The severance payment described under the KERP allows payment to a
terminated employee, 12 months of that employee's base salary.  
The Debtors estimate that they may incur an $806,000 severance
payment under the retention program.

The first tier includes the Debtors' Chief Executive Officer,
Chief Financial Officer and Group Vice President of the global
wholesale business.  The second tier includes the Debtors' Senior
Vice President of Product Development.  The third tier of the
retention program includes the Debtors' Senior Vice President of
Marketing, National Account Manager and Finance Manager.

In sum, the Debtors say that the key employees under the retention
program have the skills and experience necessary to reorganize
their businesses.  Absent the Court's approval of the KERP, there
is a significant risk that these employees will seek other
employment, which will severely disrupt the Debtors' operations
and efforts to reorganize and attract new customers.

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. Lead 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.


BURNHAM PACIFIC: Trust Making $5.49-Mil. Final Distribution Today
-----------------------------------------------------------------
BPP Liquidating Trust, the successor-in-interest to Burnham
Pacific Properties, Inc., will make a final liquidating
distribution of its assets today, Dec. 29, 2005, in the amount of
$5.49 million, or around $0.1667 per unit of beneficial interest
in the Trust, to the beneficiaries of record.  

This distribution will complete the distribution of all remaining
assets of the Trust and accordingly the Trust will be terminated
effective today.  A final report will be delivered to the Trust's
beneficiaries in accordance with the Trust's Liquidating Trust
Agreement and a Form 10-K for the fiscal year ended December 31,
2005, will be filed with the Securities and Exchange Commission on
February 28, 2006.  Subsequent to December 29, 2005, any future
correspondence relating to the Trust should be directed to:

               BPP Liquidating Trust
               Attention: Douglas Wilson Companies
               450 B. Street, Suite 1900
               San Diego, CA 92101

As reported in the Troubled Company Reporter on July 1, 2002,
Burnham Pacific' Board of Directors approved the transfer of
Burnham's remaining assets to (and the assumption of its remaining
liabilities by) the co-trustees of the BPP Liquidating Trust,
Scott C. Verges and Douglas Wilson, and the dissolution of
Burnham on June 28, 2002, in accordance with Burnham's Plan of
Complete Liquidation and Dissolution.  As previously announced by
Burnham, June 27, 2002, was the last day of trading of Burnham
common stock on the New York Stock Exchange, and Burnham's stock
transfer books were closed as of the close of business on such
date.

Founded in 1963, Burnham Pacific Properties, Inc., was the owner
of commercial real estate properties throughout California.


CALPINE CORP: Wants to Continue Using Cash Management System
------------------------------------------------------------          
In the ordinary course of business, and as is common with large,
complex businesses, the Calpine Companies maintain an integrated
Cash Management System that provides well-established mechanisms
for the collection, concentration, management and disbursement of
funds used in their domestic operations.

The Cash Management System consists of over 600 bank accounts
which is essential to enable the Calpine Companies to centrally
control and monitor corporate funds, invest idle cash, ensure
cash availability and liquidity, comply with the requirements of
its numerous financing agreements, and reduce administrative
expenses by facilitating the movement of funds and enhance the
development of accurate account balance and presentment
information.  These controls are crucial given the significant
volume of cash transactions -- approaching $20,000,000,000 --
managed through the Cash Management System.

The Cash Management System is comprised of several accounts
maintained at the corporate level by the parent entity, Calpine
Corporation, accounts at Calpine Energy Services, LP, a wholly
owned subsidiary of Calpine, and many other accounts maintained
at the 92 power generating companies or alternative fuel and
generation and processing projects.  

Many of the Projects have various agency agreements with CES.  
The Agency Agreements, which generally have extended terms,
provide for CES to, among other things:

    (i) procure or manage fuel requirements for the Projects;
   
   (ii) meet external performance standards for transmission of
        electricity; and

  (iii) either, take all of the excess electrical power
        generated by a Project for a fixed or indexed price or,
        negotiate and manage, as agent, the sale of power from
        the Projects' facilities.

In most cases, because CES manages the natural gas input and the
power output, CES is an essential conduit by which many of the
relevant Projects operate their businesses.

The cash management arrangements of each of the Projects vary
according to each of the Project's relationship with CES, as well
as whether the financing agreements with the applicable financial
institutions require the Project to segregate cash into
restricted trust accounts.

The principal components of the Cash Management System:

I.   The Corporate Accounts

     A. The Corporate Concentration Account maintained at the
        Union Bank of California.  Funds deposited in this
        account are generated primarily from the operations of
        CES and the waterfalls the various Projects.

     B. Transfers from the Corporate Concentration Account go to
        the:
        
        * Master Disbursement Account to fund various payments
          including fuel and disbursements to third parties;

        * Payroll Accounts for all employee-related obligations;

        * Overnight Investment Account where excess cash from the
          Corporate Concentration Account is automatically swept
          at the end of each day; and

        * Investment Accounts where funds are invested in
          accordance with Calpine's investment guidelines.

II.  The CES Subsystem

     A. Settlement for the sale of power that CES purchases from
        the Projects and third parties is put into an account at
        the Union Bank of California.  Sometimes, the funds
        expected to be received are offset by amounts that CES
        may owe to a customer or counter party for either the
        purchase of power or natural gas; and

     B. Revenue account sweeps are funds in the CES account that
        are swept into the Corporate Concentration Account daily.  
        Funds are subsequently returned to one or more
        disbursement accounts to meet the payment of obligations
        to third parties for the purchase of fuel.

III. The Project Level Cash Management Subsystem

     A. The Financed Project Subsystem -- Certain of the Projects
        consist of power generating companies that have
        arrangements with direct Project lenders that require
        cash generated from the sale of their power to
        intercompany customers or directly to third parties to be
        deposited into cash subsystems, consisting of one or
        multiple accounts, depending on the Project.  Most of
        these Waterfall Accounts are defined in the credit
        agreements or leases of the Projects.  The principal
        components of the cash management subsystem associated
        with the Waterfall Accounts:
        
        * Transfers from CES and other customers; and

        * Transfers from the Waterfall Accounts and other
          accounts;

     B. The Unfinanced Project Subsystem -- A small number of
        Projects do not have arrangements with financial
        institutions that require them to segregate cash or to
        apply the cash proceeds of the sale of power into a
        waterfall.  The unfinanced project companies still
        reimburse Calpine for the various employee services,
        administrative costs and payments made on that Company's
        behalf. After all of a Project's direct costs and Calpine
        reimbursements are paid, the remaining funds may be
        available to Calpine for other general uses.

IV.  Non-U.S. Affiliates maintain bank accounts at U.S. and non-
     U.S. financial institutions to facilitate the operation of
     their businesses and otherwise fulfill financial and
     contractual requirements with lenders and suppliers.  These
     affiliates are linked to the Cash Management System
     primarily through periodic disbursements to Calpine or
     through Calpine's funding of the non-U.S. affiliates'
     capital or operational requirements.

To facilitate Calpine Corporation and its debtor-affiliates'
transition into Chapter 11 operations, the Debtors sought and
obtained the U.S. Bankruptcy Court for the Southern District of
New York's authority to continue using their integrated Cash
Management System on an interim basis.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that given the substantial size and complexity of the
Debtors' business operations, a successful reorganization of the
Debtors' businesses cannot be achieved if the Debtors' cash
management procedures are substantially disrupted.

Mr. Cieri also notes that the Cash Management System, with only
slight variations made over time in the ordinary course of
business, has been used for at least nine years and constitutes a
customary and essential business practice.  Preserving "business
as usual" and avoiding the unnecessary distractions that
inevitably would be associated with any substantial disruption of
the Cash Management System will facilitate the Debtors'
stabilization of their postpetition business operations and will
assist the Debtors in their reorganization efforts.  

In addition, given the Debtors' corporate and financial structure
and the number of affiliated entities, reaching about 400,
participating in the Cash Management System, it would be difficult
and unduly burdensome for the Debtors to establish a new cash
management for each separate legal entity.

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.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Court Okays Continuation of Existing Bank Accounts
----------------------------------------------------------------          
Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
notes that the United States Trustee generally requires a debtor-
in-possession to close all prepetition bank accounts and open new
debtor-in-possession bank accounts.  In addition, the United
States Trustee may require a debtor-in-possession to maintain
separate accounts for cash collateral and taxes.

However, he points out that in complex Chapter 11 cases, like the
Calpine Corporation and its debtor-affiliates' cases, courts in
the Southern District of New York often waive the requirements,
recognizing that these are often impractical and potentially
detrimental to a debtor's postpetition business operations and
restructuring efforts.

Moreover, because the Debtors have the capability to draw the
necessary distinctions between pre- and post-petition obligations
and payments without closing the prepetition bank accounts and
opening new ones, the Debtors' creditors will not be prejudiced.

Accordingly, the Debtors sought and obtained the U.S. Bankruptcy
Court for the Southern District of New York's authority, on an
interim basis, to continue using their existing bank accounts with
the same names and account numbers as existed immediately prior to
the Chapter 11 cases.  The Court waives the requirement to
establish separate accounts for cash collateral and tax payments.

The Debtors are authorized to deposit funds in and withdraw funds
from the bank accounts by all usual means and to otherwise treat
the prepetition bank accounts for all purposes as debtor-in-
possession accounts.

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.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Gets Court OK to Continue Intercompany Transactions
-----------------------------------------------------------------          
Prior to the Petition Date, Calpine Corporation and its debtor-
affiliates and their non-debtor affiliates engaged in intercompany
financial transactions in the ordinary course of business.
Transfers of cash to and from appropriate bank accounts were made
on account of the intercompany transactions, which typically
included payments for the funding, if necessary, of the Debtors'
and non-debtor affiliates' working capital requirements, as well
as reimbursement to Calpine Corporation or Calpine Energy
Services, L.P., of the costs relating to administrative and
operational services provided to power generating companies or
alternative fuel and generation and processing projects at actual
cost.

The Debtors believe that the continuation of the intercompany
transactions is beneficial to the estates and creditors and
should therefore be permitted.  Additionally, if the intercompany
transactions were discontinued, a number of services currently
provided by the Debtors to other Debtors and non-debtor
affiliates would be disrupted.  

On an interim basis, the U.S. Bankruptcy Court for the Southern
District of New York allows the Debtors to continue the
intercompany transfers subject to the provisions of the DIP
Financing Order and the Cash Collateral Order.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
notes that at any given time, there may be balances due and owing
from one Debtor to another Debtor and between certain Debtors and
the non-debtor affiliates.  These balances represent extensions
of intercompany credit made in the ordinary course of business
that are an essential component of the Cash Management System.

Pursuant to Sections 503(b)(1) and 364(b) of the Bankruptcy Code,
The Honorable Burton R. Lifland of the Bankruptcy Court for the
Southern District of New York rules that all Intercompany Claims,
to the extent that the claims are held by a Debtor or Non-debtor
Affiliate against a Debtor, are accorded administrative expense
status, subject to the provisions of the DIP Order and the Cash
Collateral, as applicable.

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.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CAPITAL ACQUISITIONS: Court Denies Chapter 7 Conversion
-------------------------------------------------------
The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the
Northern District of Illinois denied McGuireWoods LLP's request to
convert Capital Acquisition & Management Corp.'s chapter 11 case
to a chapter 7 liquidation.  McGuireWoods is an unsecured creditor
in the Debtor's chapter 11 case.

                          FTC Claim

In its motion, McGuireWoods told the Court that a critical aspect
of the case involves the investigation of the Federal Trade
Commission's claim, and, if appropriate, prosecution of an
objection to it.  McGuireWoods questioned the objectivity of the
Receiver and his counsel in evaluating the claim given their close
and long-standing relationship with the FTC.  McGuireWoods argued
that this conflict of interest was an ample ground for converting
a case to a chapter 7 liquidation under and appoint a chapter 7
trustee who can more effectively administer the Debtor's estate.

                    Conflicts in Procedure

McGuireWoods also said that retaining the case in chapter 11 is
confusing, inefficient and time-consuming since the case remains
under the Receivership Continuation Order subject to the prior
Receivership.  It is not clear, argues McGuireWoods, which
procedures are to be followed -- procedures set forth in
the Rules of Bankruptcy Procedure or procedures developed by the
District Court on an "ad hoc" basis in the equity receivership.

McGuireWoods cites the request to pay attorneys' fees of the
Receiver as an example.  McGuireWoods said that the Receiver
initially had to appear the District Judge then the Magistrate and
finally before the bankruptcy court judge before obtaining
approval for payment.

                      Additional Expenses

McGuireWoods further argued that there is no reason to put the
Debtor's estate and its creditors to the additional expense of
formulating and confirming a Chapter 11 plan since the case does
not seek to rehabilitate the Debtor or to formulate a plan that
will produce an efficient method of disposing of assets of the
estate.  The Debtor's estate, McGuireWoods points out, consists of
approximately $5.6 million that needs to be distributed
efficiently to creditors in a manner set forth in the Bankruptcy
Code.

                     No Need for a Receiver

McGuireWoods told the Court that if a chapter 7 trustee is
appointed to administer the chapter 7 case, then the Court should
also vacate the Receivership Continuation Order.  Since the
Debtor's business has been terminated, its assets sold, and its
estate is being administered in a bankruptcy case, there is no
purpose for continuing the equity receivership for the Debtor.

However, the Court was not convinced by McGuireWoods' arguments.

Headquartered in Chicago, Illinois, Capital Acquisitions and
Management Corporation is under receivership and LePetomane
Companies is the appointed Receiver.  On April 4, 2005, an
involuntary petition was filed by Bayview Loan Servicing, LLC, The
TransInvest Group/75 Canton LLC, Rushmore Northwoods Business
Center, LLC, and Proficient Data Management, Inc. (Bankr. N.D.
Ill. Case No. 05-12554).  Matthew T. Gensburg, Esq., and Sherri
Morissette, Esq., at Greenberg Traurig, LLP, Domenic J. Lupo,
Esq., at O'Brien & O'Brien, Amy Alcoke Quackenboss, Esq., at
Hunton & Williams LLP, and Stephanie Friese, Esq., at Friese &
Price Law Firm, LLC, represent the petitioners.  The petitioners'
total claim against the Debtor is $2,866,909.


CATHOLIC CHURCH: St. George's Pays CN$2.75 Million to Creditors
---------------------------------------------------------------
The Most Reverend Douglas Crosby, OMI, Bishop of the Roman
Catholic Episcopal Corporation of St. George's, disclosed that the
Diocese made its second payment of CN$2,750,000 to creditors on
December 15, 2005.

As previously reported, the Supreme Court of Newfoundland and
Labrador, Canada, approved on July 5, 2005, a proposal by the
Diocese to compensate its creditors, particularly victims of
sexual abuse, outside of bankruptcy.

Creditors overwhelmingly approved the proposal on May 25, 2005.

Total payments under the settlement agreement will amount to in
excess of CN$13,100,000, payable in 30 months.

As individuals and groups from across the country help St.
George's meet its financial commitments, the Diocese's efforts to
raise funds continues, Bishop Crosby relates.

The Diocese of St. George's -- http://www.rcchurch.com/--      
established in 1904, is located in Western Newfoundland.  It  
serves a Catholic population of 32,060 found in 20 parishes under  
the pastoral care of 18 priests.  St. George's is one of four  
Catholic dioceses in the province.  The Diocesan Centre is located  
in Corner Brook.  (Catholic Church Bankruptcy News, Issue No. 49
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTURY/ML: Has Until Feb. 13 to File Final Closing Report
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Century/ML Cable Venture's request to extend until
Feb. 13, 2005, the deadline to file its final closing report.

Pursuant to Rule 3022 of the Federal Rules of Bankruptcy
Procedure and the Order confirming its Plan of Reorganization,
Century/ML was required to file a closing report by mid-November
of 2005.

According to Richard S. Toder, Esq., at Morgan Lewis & Bockius
LLP, in New York, as a result of significant disputed claims and
continuing litigation between Adelphia Communications Corp. and
Century/ML, Century/ML's estate will remain active until the time
the litigation is resolved.

Century Communications Corporation filed for Chapter 11 protection
on June 10, 2002.  Century's case has been jointly administered to
proceedings of Adelphia Communications Corporation.  Century
operates cable television services in Colorado, California and
Puerto Rico.  CENTURY is an indirect wholly owned subsidiary of
ACOM and an affiliate of Adelphia Business Solutions, Inc.
Lawyers at Willkie, Farr & Gallagher represent CENTURY.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  


COLLINS & AIKMAN: Michael Stepp Disposes of 26,000 Common Shares
----------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Michael J. Stepp, a member of Collins & Aikman
Corporation's Board of Directors, discloses that on Nov. 29,
2005, he disposed of 26,000 shares of common stock at $0.115 per
share.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLONIAL ESTATES: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Colonial Estates, LLC
        6206 Summer Avenue
        Memphis, Tennessee 38134

Bankruptcy Case No.: 05-41069

Type of Business: The Debtor operates several private apartments
                  in Cordova, Tennessee.

Chapter 11 Petition Date: December 23, 2005

Court: Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: John L. Ryder, Esq.
                  Harris Shelton Hanover Walsh, PLLC
                  One Commerce Square, Suite 2700
                  Memphis, Tennessee 38103-2555
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084

Total Assets: $5,960,451

Total Debts:  $3,828,562

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Federal Housing Authority      2600 Colonial          $3,213,735
U.S. Dept of Housing &         Tower Drive
Urban Development              Cordova, TN 38016
c/o DP Service LLC
P.O. Box 4308
Silver Spring, MD 20914-4308

Fox Acres, LP                  Accounts payable         $311,982
6206 Summer Avenue
Memphis, TN 38134

Fox, Edwards & Co., Inc.       Management fees           $91,826
6206 Summer Avenue
Memphis, TN 38134

Fox, Edwards & Co., Inc.       Accounts payable          $86,835

Bob Patterson Shelby County    Government -              $74,570
Trustee                        property taxes

Premium Assignment                                       $45,997

NATI                           Accounts payable           $2,632

C.E. Hayes Landscaping Co.     Trade account                $550

C.E.F., Inc.                   Accounts payable             $228

Nexair                         Trade debt                   $191

Taxing Solutions               Accounts payable              $12


CONSUMERS ENERGY: Can Recover $333.39 Million in Electric Costs
---------------------------------------------------------------
The Michigan Public Service Commission issued three orders that
affect Consumers Energy Company's electric rates.

In Consumers Energy's first base electric rate case (U-14347)
since 1996, the MPSC authorized a rate increase of $86 million.
Michigan law requires that the current electric rate cap come off
on Jan. 1, 2006.

In a case involving recovery of certain Clean Air costs
mandated by federal and state law (known as Section 10d(4) costs)
(U-14148), the MPSC authorized Consumers Energy to gradually
recover over the next five years $333,395,000 in electric costs
via a surcharge, effective Jan. 1, 2006.

The third case (U-14701) implements a temporary power supply cost
recovery factor for 2006.  The PSCR costs reflect the rising cost
of electric generation fuel prices (coal, natural gas, and
uranium) and purchased power.

As a result of all three of these cases, the average residential
electric Consumers Energy customer will see a rate increase of
$4 per month, beginning in January.

The rate increases are 71 percent lower than the utility
requested," said MPSC Chairman J. Peter Lark.  "My fellow
Commissioners and I are mindful of the high energy costs
ratepayers face and took a vigilant approach to safeguard
ratepayers' interests by not approving the company's executive
bonuses, stock options, lobbying expenses or blackout expenses.

"Eighty-eight percent of the increases cover Clean Air Act plant
additions mandated by federal law and the creation of a low income
and energy efficiency fund."

The company's $86 million revenue deficiency is composed of these
items:

   Clean Air Act Plant Additions    $49 million     57 percent
   Low Income Fund                  $27 million     31 percent
   Other                            $10 million     12 percent

"T[he] order addresses a number of important issues that are aimed
at keeping rates as low as possible, while keeping the utility's
financial health in mind," noted Commissioner Laura Chappelle.

Consumers Energy Company, the primary subsidiary of CMS Energy, is
a combination electric and natural gas utility that serves more
than 3.3 million customers in Michigan's Lower Peninsula.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2004,
Fitch Ratings has assigned 'BB+' ratings to Consumers Energy Co.'s
$150 million issuance of 4.40% first mortgage bonds (FMBs) due
Aug 15, 2009, $300 million issuance of 5% FMBs due Feb.15, 2012,
and $350 million issuance of 5.50% FMBs due Aug. 15, 2016.

Fitch says the Rating Outlook for Consumers is Stable.


CONTINENTAL AIRLINES: Withdrawing 69 Aircraft From ExpressJet
-------------------------------------------------------------
Continental Airlines (NYSE: CAL) will withdraw 69 of 274 regional
jet aircraft from its capacity purchase agreement with ExpressJet
Holdings, Inc. (NYSE: XJT) and ExpressJet Airlines, Inc.
(ExpressJet).  ExpressJet is currently the exclusive operator of
regional jet services for Continental Airlines.

Continental will request proposals from numerous regional jet
operators to provide regional jet service to replace the withdrawn
capacity.  The transition of service from ExpressJet to a new
operator is expected to begin in January 2007 and be completed
during the summer of 2007.

Continental is withdrawing the 69 aircraft under its capacity
purchase agreement with ExpressJet, as permitted under that
agreement, because Continental believes the rates charged by
ExpressJet to Continental for regional capacity are above the
current market.

Prior to yesterday's announcement, Continental and ExpressJet
attempted to negotiate a more competitive long-term contract, but
the parties were unable to reach agreement.

"We didn't want to take this action, but we were not able to reach
an agreement with ExpressJet to lower our cost," said
Continental's Senior Vice President of Asia/Pacific & Corporate
Development Mark Erwin.  "Continental will continue to take the
difficult actions necessary to remain competitive and protect the
jobs and retirement security of our 42,000 employees."

ExpressJet can continue to sublease from Continental any of the 69
withdrawn aircraft, although at significantly increased lease
rates. However, ExpressJet cannot operate any aircraft into
Continental's hubs except under its agreement with Continental.  
Should ExpressJet elect to retain aircraft, those aircraft may be
replaced by a new operator.  ExpressJet has up to nine months to
determine whether it will continue to sublease any of the
withdrawn aircraft.

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

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Fitch Ratings has affirmed the 'CCC' issuer default rating of
Continental Airlines, Inc. (NYSE: CAL).  Fitch has also affirmed
Continental's senior unsecured rating of 'CC', with a recovery
rating of 'RR6'.  Continental's senior unsecured rating applies to
approximately $700 million of outstanding debt.  Fitch said the
Rating Outlook for Continental remains Stable.


DC PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DC Properties, LLC
        P.O. Box 617
        Huntington, West Virginia 25711

Bankruptcy Case No.: 05-26014

Chapter 11 Petition Date: December 20, 2005

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  3818 MacCorkle Avenue Southeast, Suite 101
                  P.O. Box 4427
                  Charleston, West Virginia 25364-4427
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Sheriff of Putnam County       Real estate tax           $18,124
3389 Winfield Road             2004 & 2005
Winfield, WV 25213

St. Paul Travelers             2005-2006                  $3,734
Travelers Indemnity Co. of     Insurance Premium
Connecticut                    - Policy No.
C.L. & Specialty Remittance    521X2544 660
Center
Hartford, CT 061831008

Putnam County Fire Service     2005 fire service            $825
Board                          fee
P. O. Box 878
Winfield, WV 252130878


DELTA AIR: Delta Pilots Ratify Tentative Agreement
--------------------------------------------------
Union representatives of the Delta pilots, a unit of the Air Line
Pilots Association, reported on Dec. 28, 2005, that their
membership voted to ratify an interim agreement that will defer
proceedings on Delta's effort to reject the pilot working
agreement by a 58 to 42% margin.

In accordance with the timeline of the approved agreement, the
Union and the Company will commit their resources and
representatives to reach a comprehensive follow-on agreement.  The
deadline for the membership to ratify a comprehensive agreement is
March 22, 2006.

The interim agreement ratified puts a hold on Delta management's
motion to reject the pilot working agreement in bankruptcy.  
Should the union negotiating committee be unable to reach a
tentative comprehensive agreement with management, or if either of
two contractually specified deadlines pass without ratification,
management's Section 1113 motion will be heard before a third
party neutral panel.

Chairman Lee Moak states in a letter to pilots, "While I am
hopeful that a comprehensive agreement can be obtained, our
position on a rejected contract has not changed.  We will not work
willingly without a contract."

The 86% voter turnout was high.  The narrow 58-42 margin reflected
the pilot group's anger over the concession request, which came
less than a year after the union granted a controversial,
$5 billion concession package in an effort to help Delta avoid
bankruptcy.  Concerns were also expressed over management's
failure to outline a plan that demonstrated how further sacrifices
would insure Delta's financial future.

The interim agreement provides for a 14% hourly wage reduction and
reductions in other pilot pay and cost items equivalent to
approximately an additional 1% in pilot pay.  The interim
agreement will result in pilot cost reductions of approximately
$143 million on an annualized basis.  The agreement, crafted
earlier this December by the company and the Air Line Pilots
Association, International, the collective bargaining
representative of the company's more than 6,000 pilots, is
effective as of Dec. 15, 2005, and will remain in effect while the
parties seek to reach a comprehensive agreement.

"Given the critical nature of our financial situation, this
provides much needed financial relief while we seek to reach a
comprehensive agreement with ALPA," said the company's chief
executive officer, Gerald Grinstein.  "We greatly appreciate the
additional sacrifices Delta employees - including our pilots - are
making to help save the company.  Working together, everyone's
efforts are contributing to the operational progress and network
improvements being made under the company's transformation plan."

Under the terms of the interim agreement, the company and ALPA
have pledged to commit their full resources to negotiate a
tentative comprehensive agreement by March 1, 2006, with pilot
membership ratification by March 22, 2006.

In the event a tentative comprehensive agreement is not reached by
the March 2006 time limits, Delta and ALPA have agreed to submit
the section 1113 issue to a mutually agreed upon, neutral panel of
three experts in airline labor matters for a binding decision on
that issue.

"It remains our strong preference to reach a consensual agreement
that is equitable and that helps Delta realize the cost reductions
that will enable it to survive and to successfully restructure,"
Grinstein said.  "I believe these are not mutually exclusive goals
and, in the best interest of the company and everyone concerned,
we will proceed in good faith in an attempt to realize them."

Delta has said that achieving additional annual pilot labor cost
reductions is an important element of its restructuring plan.  The
restructuring plan calls for an additional $3 billion in annual
cost reductions and revenue improvements to be realized by the end
of 2007.  The $3 billion improvement target is in addition to the
approximately $5 billion in annual financial benefits the company
says it is on track to deliver by the end of 2006, as compared to
2002.

                        About ALPA

Founded in 1931, ALPA -- http://www.alpa.org/-- represents 63,000  
pilots at 40 airlines in the U.S. and Canada. The Delta ALPA
represents approximately 6,500 pilots.

                    About Delta Air Lines

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


DMX MUSIC: NDTC and HITS Seek Payment of $221,712 Cure Amount
-------------------------------------------------------------
National Digital Television Center, Inc., and Headend In the Sky,
Inc., by and through their counsel, Ballard Spahr Andrews &
Ingersoll, LLP, ask the U.S. Bankruptcy Court for the District of
Delaware for relief from the Court's order approving the sale of
substantially all of Maxide Acquisition, Inc., dba DMX Music, Inc.
and its debtor-affiliates' assets, free and clear of all liens,
claims, encumbrances and other interests.

On May 16, 2005, the Court approved the sale of substantially all
of the Debtors' operating assets to THP Capstar Inc.

            Debtors' Unpaid Fees to National Digital

National Digital, an affiliate of Comcast Corporation, owns and
operates two media centers in Littleton, Colorado, consisting of
production, post-production and transmission facilities and secure
data centers.  On April 1, 2001, National Digital entered into a
Master Service Agreement with DMX Music, in which NDTC provided
DMX Music with transmission, compression and transponder services.  
DMX Music paid a monthly fee to NDTC for each of those services.

DMX Music failed to pay its monthly service fees for the months of
February and August 2005.  In relation to the Master Service
Agreement, National Digital entered into a Lease Agreement with
DMX Music dated April 18, 2001, in which it provided long-distance
telephone service to DMX Music for a charge.  DMX Music also
failed to pay $630 for telephone services it used in January and
February 2005.

National Digital says that DMX Music owes up to $73,211 under the
Master Service Agreement and the Lease Agreement.

              Debtors' Unpaid Fess to Headend

Headend In the Sky is a digital television provider and an
affiliate of Comcast Corporation.  

DMX Music, through its affiliate DMX LLC, entered into a Service
Transmission Agreement in April 1999 in which Headend provided
digital broadcast services to DMX Music and its subscribers.  DMX
Music paid a monthly service fee to Headend for those services.  
DMX Music failed to pay its monthly services fees for the months
of February and March 2005.  

National Digital says that DMX Music owes $148,500 under the
Service Transmission Agreement.

          Cure Amounts for National Digital & Headend

Under the Court's sale order, the Debtors assumed and assigned an
executory contract and an unexpired lease with National Digital
without making cure payments in the amount of $73,211.  National
Digital was also not listed in the Debtors' sale motion or any
other document related to the Court's sale order.

The cure amount provided in the sale order for the Debtors'
Service Transmission Agreement with Headend did not include the
unpaid fees totaling $148,500.   

Both National Digital and Headend discovered that the Debtors
misreported or underreported the cure amounts owing to both of
them.  The shortfall was not earlier detected by both parties
because they were not aware that the Debtors had been
underreporting certain fees.

Accordingly, National Digital and Headend ask the Court to vacate
its asset sale order pursuant to Rule 60(b) of the Federal Rules
of Civil Procedure and direct the Debtors to pay $73,212 to
National Digital and $148,500 to Headend.

Headquartered in Los Angeles, California, Maxide Acquisition,
Inc., dba DMX Music, Inc. -- http://www.dmxmusic.com/-- is  
majority-owned by Liberty Digital, a subsidiary of Liberty Media
Corporation, with operations in more than 100 countries.  DMX
MUSIC distributes its music and visual services worldwide to more
than 11 million homes, 180,000 businesses, and 30 airlines with a
worldwide daily listening audience of more than 100 million
people.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 14, 2005 (Bankr. D. Del. Case No. 05-10431).
The case is jointly administered with Maxide Acquisition, Inc.
(Bankr. D. Del. Case No. 05-10429).  Curtis A. Hehn, Esq., and
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


DRESSER INC: Files 2004 Form 10-K & Restated Financial Reports
--------------------------------------------------------------
Dresser, Inc., filed its 2004 Annual Report on Form 10-K, which
includes the results of:

   -- its previously disclosed restatement of annual financial
      statements for the years ended Dec. 31, 2002, and 2003; and

   -- the restatement of quarterly financial statements for each
      of the 2003 quarters and the first three quarters of 2004.  

In addition, the company filed its Quarterly Reports on Form 10-Q
for the periods ending March 31 and June 30, 2005.

The major effect of the restatement was a cumulative total
increase to net income of $8.1 million through Sept. 30, 2004.

As previously reported, the restatement is a result of the
company's allocation of certain expense and income items which had
been previously recorded in the fourth quarter of 2003 to the
appropriate periods and, in addition, the correction of certain
errors identified in previously reported financial statements.

As previously reported, the company's bondholders and senior
lenders have extended the deadline to Feb. 15, 2006, for filing
these reports, as well as the 2005 third quarter Form 10-Q and the
pro forma financial information required as a result of its recent
sale of substantially all of its On/Off valve business.

A full-text copy of its 2004 Annual Report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?3f8

Dresser, Inc. -- http://www.dresser.com/-- is a worldwide leader
in the design, manufacture and marketing of highly engineered
equipment and services sold primarily to customers in the flow
control, measurement systems, and compression and power systems
segments of the energy industry.  Headquartered in Dallas, Texas,
Dresser has a comprehensive global presence, with over 8,500
employees and a sales presence in over 100 countries worldwide.

                         *     *     *

Dresser, Inc.'s 9-3/8 Senior Subordinated Notes due 2011 carry
Moody's Investor Service's and Standard & Poor's single-B ratings.


E*TRADE ABS: Moody's Rates $5 Million Class D Rate Notes at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned ratings to these classes of
notes issued by E*TRADE ABS CDO IV, LTD.:

   1) Aaa to $7,000,000 Class A-1A First Priority Senior
      Secured Floating Rate Notes Due 2042;

   2) Aaa to $152,800,000 Class A-1B-1 First Priority Senior
      Secured Floating Rate Delayed Draw Notes Due 2042;

   3) Aaa to $38,200,000 Class A-1B-2 First Priority Senior
      Secured Floating Rate Notes Due 2042;

   4) Aaa to $21,000,000 Class A-2 Second Priority Senior
      Secured Floating Rate Notes Due 2042;

   5) Aa2 to $52,000,000 Class B Third Priority Senior
      Secured Floating Rate Notes Due 2042;

   6) Baa2 to $17,000,000 Class C Fourth Priority Mezzanine
      Deferrable Secured Floating Rate Notes Due 2042; and

   7) Ba1 to $5,000,000 Class D Fifth Priority Mezzanine
      Deferrable Secured Floating Rate Notes Due 2042

Moody's ratings of the notes address the ultimate cash receipt of
all interest and principal payments required by such notes'
governing documents and are based on the expected loss posed to
the holders relative to the promise of their receiving the present
value of such payments.  The ratings of the notes are also based
upon the transaction's legal structure and the characteristics of
the collateral pool, which will consist primarily of U.S. dollar-
denominated asset-backed securities.

The collateral pool will be managed by E*Trade Global Asset
Management.


EB2B COMMERCE: Dec. 31 Balance Sheet Upside-Down by $4.6 Million
----------------------------------------------------------------
eB2B Commerce, Inc., nka Mediavest, Inc., delivered its annual
report on Form 10-KSB for the fiscal year ended Dec. 31, 2004, to
the Securities and Exchange Commission on Dec. 12, 2005.

eB2B Commerce incurred a $504,000 net loss for the year ended
Dec. 31, 2004, compared to a net income of $128,000 for the year
ended Dec. 31, 2004.  As of Dec. 31, 2004, the Company had an
accumulated deficit of $161,886,000.

As of Dec. 31, 2004, the Company had total assets of $1,138,000
and total liabilities of $5,702,000.

As of Dec. 31, 2004, eB2B Commerce's balance sheet showed a
stockholders' deficit of $4,564,000.

Headquartered in New York, New York, eB2B Commerce, Inc., nka as
Mediavest, Inc., provides business-to-business transaction
management services that simplify trading partner integration,
automation, and data exchange across the order management life
cycle.  The Company filed for chapter 11 protection on Oct. 27,
2004 (Bankr. S.D.N.Y. Case No. 04-16926).  Alan D. Halperin, Esq.,
at Halperin Battaglia Raicht LLP represented the Debtor.  The
Bankruptcy Court confirmed the Debtor's chapter 11 plan on
Jan. 28, 2005, and the Court officially terminated the bankruptcy
case on June 30, 2005.  When the Debtor filed for chapter 11
protection, it listed $1,232,200 in total assets and $5,546,900 in
total debts.


EMMIS COMMS: Redeeming $230 Million Senior Notes on Jan. 23
-----------------------------------------------------------
Emmis Communications Corporation calls for redemption $230 million
aggregate outstanding principal amount of its Floating Rate Senior
Notes due 2012, pursuant to the terms of the June 21, 2005,
Indenture it signed with The Bank of Nova Scotia Trust Company of
New York, the indenture trustee.

The Notes will be redeemed on a pro rata basis on Jan. 23, 2006.  
The redemption price for the Notes to be redeemed is $1,000 per
$1,000 in aggregate principal amount of the notes, plus accrued
and unpaid interest.

Emmis Communications Corporation -- http://www.emmis.com/-- is an
Indianapolis-based diversified media firm with radio broadcasting,
television broadcasting and magazine publishing operations.  Emmis
owns 23 FM and 2 AM domestic radio stations serving the nation's
largest markets of New York, Los Angeles and Chicago as well as
Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, Indiana.
Emmis has recently announced its intent to seek strategic
alternatives for its 16 television stations, which will result in
the sale of all or a portion of its television assets.  In
addition, Emmis owns a radio network, international radio
stations, regional and specialty magazines and ancillary
businesses in broadcast sales and book publishing.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Moody's Investors Service affirmed the long-term ratings of Emmis
Communications Corporation and its wholly owned subsidiary, Emmis
Operating Company, and changed the outlook to positive.

Emmis Operating Company:

   * Ba2 rating on its senior secured credit facilities; and

   * B2 rating on its $375 million of senior subordinated notes
     due 2012.

Emmis Communications Corporation:

   * B3 rating on the $350 million senior unsecured floating rate
     notes due 2012,

   * B3 rating on the 12.5% senior discount notes due 2011;

   * Caa1 rating on the $143.8 million of cumulative convertible
     preferred stock;

   * Ba3 corporate family rating; and

   * SGL-3 rating.


ENRON CORP: Court Okays Sale of Centragas & EIDS Equity Interests
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York gave Reorganized Debtors Enron Corp., Enron Development
Corp., Enron Commercial Finance Ltd., and Enron International
Holdings Corp. authority to sell to Arctas-Paragon Investments
LLC:

    (i) an aggregate 50% partnership interest in Centragas -
        Transportadora de Gas de la Region Central de Enron
        Development & Cia., S.C.A., and

   (ii) 100% of the equity interest in Enron International
        Development Services LLC.

The Hon. Arthur Gonzalez rules that the Equity Purchase Agreement
and any related agreements maybe modified without further Court
order, provided that any modification will not be material in
nature or change the economic substance of the contemplated
transactions.  

Centragas, a non-debtor Colombian partnership, was formed to
develop, own and operate a 359-mile natural gas pipeline
extending from Ballena to Barrancabermeja in Colombia.

On May 12, 1994, Centragas entered into a transportation services
contract with Empresa Colombiana de Petroleos, the state-owned
oil company of Colombia, under which Ecopetrol purported to
assign certain rights to Empresa Colombiana de Gas, a state-owned
gas transportation company in 1998.  Since that time, Ecogas has
acted as Centragas' functional counterparty under the
Transportation Contract.  Centragas currently transports gas
exclusively for Ecopetrol and Ecogas pursuant to the
Transportation Contract.  None of the Debtors have been a party
to the Transportation Contract.

EIDS provides technical services to Centragas pursuant to a
Technical Services Agreement, dated October 13, 1994.

                    Enron Affiliates' Interests

Certain Enron affiliates are limited partners of Centragas, and
hold ownership interests in the partnership:

       Affiliate                          Ownership
       ---------                          ---------
       Enron Colombia Investments           11.485%
        Limited Partnership

       Enron Pipeline Colombia              37.500%
        Limited Partnership

       EDC                                   1.000%

       ECFL                                  0.015%
                                            -------
                                            50.000%

ECILP and EPCLP are non-debtor affiliates of Enron.  EDC is also
the general partner of Centragas.

ECFL owns a 99% limited partnership interest in both ECILP and
EPCLP, and a 100% equity interest in Enron Colombia
Transportation Ltd., the general partner of both ECILP and EPCLP.

EIHC, a Reorganized Debtor, owns 100% of the equity interests in
EIDS, a non-Debtor.

Pursuant to an Equity Purchase Agreement dated July 25, 2005,
each of EDC, ECFL and EIHC is transferring its equity interests
in Centragas and EIDS to Arctas-Paragon.

               Other Parties' Interests in Centragas

Promigas S.A. E.S.P. owns 25% limited partnership interest in
Centragas and provides operations and maintenance services to
Centragas.

On August 31, 2004, consistent with the terms of the Plan,
Enron's indirect 42.92% interest in Promigas was transferred to
Prisma Energy International Inc., a wholly owned non-debtor
subsidiary of Enron.  Accordingly, through Prisma, the
Reorganized Debtors hold a minority interest in Promigas.

Tomen Corporation owns the remaining 25% limited partnership
interest in Centragas.  Tomen is not affiliated with Enron.
Neither Promigas nor Tomen are transferring interests in
Centragas to the Purchaser nor are any of their contractual
relationships with Centragas affected by the EPA.  None of the
Reorganized Debtors are parties to the agreements between
Promigas and Tomen, on the one hand, and Centragas, on the other
hand.  Promigas has indicated its consent to the proposed sale.

                     Equity Purchase Agreement

A. Sale of Equity Interests

    In the fall of 2004, Enron began preparations for a marketing
    and bidding process with respect to the Equity Interests,
    including setting up a data room and identifying potential
    purchasers.

    According to Brian S. Rosen, Esq., at Weil, Gotshal & Manges
    LLP, in New York, the Equity Purchase Agreement negotiated
    with Arctas-Paragon is the best offer for the Equity
    Interests.

    Pursuant to the Equity Purchase Agreement, each of EDC, ECFI
    and EIHC will (i) sell the Equity Interests and (ii) assign
    certain contracts related to the Equity Interests to Arctas-
    Paragon for an aggregate purchase price of $8,663,600.

    Each Seller is allocated a share of the purchase price
    commensurate with their share of the Equity Interests.

B. Assignment of Centragas Agreements

    EDC and ECFL are parties to five prepetition executory
    contracts, primarily in the form of shareholder or partnership
    type agreements:

       (i) the Partners Agreement, dated September 13, 1994, by
           and among EDC and the limited partners of Centragas;

      (ii) the Agreement Among Partners, dated January 23, 1996,
           by and among EDC, EPCLP, ECILP, Enron International,
           Inc., Enron International Development Services, Inc.,
           Enron Pipeline, Colombia G.P., Inc., and Tomen;

     (iii) the Agreement as to the Acknowledgment and Performance
           of Obligations to Restore Loaned Funds, dated Dec. 16,
           2002, by and among the Enron Partners and Centragas;

      (iv) the Escrow Agreement, dated December 16, 2002, by and
           among the Enron Partners, Centragas and JP Morgan Chase
           Bank; and

       (v) the Loan Status Agreement, dated December 16, 2002, by
           and among the Enron Partners, Promigas, Tomen and
           Centragas.

    The Partners Agreement governs Centragas and the disposition
    of the partnership capital of Centragas.  It provides that
    each of the partners of Centragas:

    (1) has the right to withdraw a percentage of available funds
        from Centragas in an amount equal to the partner's
        percentage ownership of the partnership capital and

    (2) must restore any withdrawn funds to Centragas.

    The Agreement Among Partners relates to and governs Tomen's
    acquisition of a 25% interest in Centragas from EPC and makes
    the Partners Agreement applicable to Tomen.

    In accordance with the Partners Agreement, Centragas loaned
    funds to Enron Development Funding Ltd., a Reorganized Debtor,
    and Enron Pipeline Company Argentina S.A.  Subsequently, the
    Enron Partners and Centragas entered into the Acknowledgment
    Agreement, which sets forth the terms of the Enron Partners'
    repayment of the Partner Loans.  In particular, the
    Acknowledgment Agreement provides that Centragas will hold any
    dividends or other distributions that may be or become payable
    to the Enron Partners in escrow and those amounts will be
    applied towards the Partner Loans.  The Enron Partners pledged
    to Centragas the rights to receive the dividends or other
    distributions to secure payment under the Partner Loans.

    In furtherance of the Acknowledgment Agreement, the Enron
    Partners and Centragas entered into the Escrow Agreement,
    which governs management and disbursement of the dividends and
    other distributions back to Centragas.

    In addition, the Enron Partners, Promigas, Tomen and Centragas
    executed the Loan Status Agreement, which provides, inter
    alia, that those parties will refrain from asserting or
    pursuing any claim of breach or default arising from or
    relating to the Partner Loans against any party to the Loan
    Status Agreement or the Acknowledgment Agreement.

    To maximize the value of the Equity Interests, in conjunction
    with confirmation of the Plan, the Reorganized Debtors assumed
    each of the Centragas Agreements.  Except those obligations to
    be assumed by Arctas-Paragon, all cure obligations were
    satisfied in conjunction with the assumption of these
    agreements.

    Because the Centragas Agreements generally govern EDC and
    ECFL's rights and interests in connection with their equity
    interests in Centragas, pursuant to the EPA, those rights and
    interests will be assigned to the Purchaser.  In accordance
    with the Plan, the assignment will be free and clear of all
    liens, claims and encumbrances as of the Effective Date of the
    Plan.

C. Discharge of Prepetition Obligations

    The Plan provides that, as of its Effective Date, the Debtors'
    assets vest free and clear of all liens, claims and
    encumbrances in the Reorganized Debtors.  The Plan also
    provides for the discharge of prepetition obligations and a
    permanent injunction on pursuing prepetition claims.

    Accordingly, the Reorganized Debtors will transfer, convey and
    assign the Equity Interests and the Centragas Agreements to
    the Purchaser free and clear in accordance with the terms of
    the Plan.

    Among the prepetition obligations discharged pursuant to the
    Plan are claims arising from:

    (a) a guaranty agreement, dated December 16, 1994, pursuant to
        which Enron guaranteed, for the benefit of The Bank of New
        York, the performance of EIDS Inc. of its obligations
        under the Technical Services Agreement between Centragas
        and EIDS Inc. and

    (b) an agreement between Enron and Ecopetrol, dated May 12,
        1994, regarding, inter alia, Enron holding an indirect
        voting interest in Centragas.

    According to Mr. Rosen, the Enron Guaranty and the Enron Hold
    Agreement were either executory contracts rejected pursuant to
    the Plan or non-executory agreements giving rise solely to
    prepetition claims.  As of October 6, 2005, no proofs of claim
    have been filed setting forth claims arising under the Enron
    Guaranty or the Enron Hold Agreement nor did Enron schedule
    any claims arising under these agreements.

D. Mutual Release and Indemnification

    The parties, including the affiliate of Arctas-Paragon
    designated to act as the new general partner of Centragas,
    will enter into a Release and Indemnification Agreement.

    The designated general partner and Centragas will
    unconditionally release and forever discharge the Reorganized
    Debtors and their affiliates from any liabilities relating to:

       (i) the Acknowledgment Agreement or the Partners Loan,

      (ii) the Project or

     (iii) impairment or damage to the environment for failure to
           comply with environmental laws.

    The Reorganized Debtors will unconditionally release and
    forever discharge ECILP, Enron Colombia Transportation Ltd.,
    EPCLP and from any and all liabilities, including claims
    arising out of an any business dealings, intercompany accounts
    or other arrangements or transactions with Enron, any Seller
    or any of their affiliates, that existed on or before the
    closing of the proposed transaction.

E. Noteholder Consent Solicitation

    Mr. Rosen relates that a portion of the financing for
    Centragas was obtained through issuance of $172 million of
    10.65% Senior Secured Notes Due 2010 pursuant to an indenture,
    dated December 8, 1994, between Centragas and the Bank of New
    York.  The Indenture requires that Enron hold at least a 25%
    interest in Centragas and at least a 51% direct or indirect
    interest in EDC.  In addition, the Indenture requires EDC to
    remain the general partner of Centragas.

    In conjunction with the sale under the EPA, the Sellers have
    obtained the noteholders' consent to modify the Indenture and
    eliminate the hold requirements.  As is customary, Centragas
    has agreed to pay a consent fee equal to $1.20 per $1,000 of
    the face amount of the bonds payable upon consummation of the
    transaction.

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

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


ENRON CORP: Partnership to Pay $16.5 Million to Enron Fuels
-----------------------------------------------------------
Enron Fuels International, Inc., asks the U.S. Bankruptcy Court
for the Southern District of New York to approve a settlement
agreement regarding the resolution of various issues it asserted
against Smith/Enron Cogeneration Limited Partnership in connection
with certain agreements and deliveries of fuel oil.

In 1994, EFII and the Partnership entered into certain contracts.
On January 25, 2005, EFII initiated an arbitration proceeding
against the Partnership, pursuant to the dispute resolution in
the contracts.  In the arbitration, EFII has asserted claims
allegedly arising under the contracts for the sale and delivery
to the Partnership of fuel oil under EFII.  The Partnership
contends that the disputed claims were instead made pursuant to
contracts formed under the law of Dominican Republic due to oral
understandings.  EFII continues to own the claims and the right
to payment relating to the contracts and the sales arrangements
and the cause of action for payment of fuel sold and delivered
under the contracts and sales arrangements is the exclusive
property of EFII.

On February 18, 2005, the Partnership filed an answer denying
that it was liable to EFII as alleged in the Arbitration.
Specifically, SECLP asserts that:

    -- the Contracts were terminated by notice in 1998, and if the
       termination was not effective, the Contracts' term expired
       in 1999;

    -- any sale and delivery of fuel after termination and
       expiration was not pursuant to the Contracts, but rather
       pursuant to the Sales Arrangements;

    -- since certain sales and deliveries of fuel oil by EFII to
       the Partnership were not made pursuant to the Contracts, no
       valid arbitration agreement exists which would cover
       certain disputed invoices for fuel sales and deliveries
       made after the alleged termination or expiration of the
       Contracts;

    -- no agreement for payment of interest on overdue invoices
       exists in the Sales Arrangements; and

    -- because many of the Sales Arrangements arose more than four
       years from the date of the Settlement Agreement, a four-
       year statute of limitations bars collection of many of the
       disputed invoices and that the Arbitration and Abatement
       Agreement were not effective to stop the running of any
       applicable statute of limitations as to claims arising
       under contracts which did not contain an arbitration
       clause.

EFII disputes those assertions.

After extensive, arm's-length discussions, EFII and the
Partnership have reached an agreement to resolve all matters
related to the Contracts and the Sales Arrangements.

Specifically, the principal terms of the Settlement Agreement
are:

    a. EFPII represents that it owns the claims and rights to
       payment under the Contracts and Sales Arrangements;

    b. The Partnership will pay $16,500,000 to EFII; and

    c. EFII and the Partnership will mutually release the claims
       related to the Contracts and Sales Arrangements.

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

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


ENRON CORP: ENA Agrees to Turn Over $789,251 to Ponderosa Pine
--------------------------------------------------------------
On Nov. 1, 1993, Tenaska Power Partners, L.P., entered into a
Power Purchase Agreement with Brazos Electric Power Cooperative,
Inc.  On December 16, 1994, Brazos consented to the assignment of
the PPA from TPP to Tenaska IV Texas Partners, Ltd.  Pursuant to
a purchase agreement dated June 15, 2000, Enron North America
Corp. agreed to designate a purchaser for certain ownership
interests in TIVTP, including:

    -- the general partnership interests of TIVTP held by Empeco
       VII-TX3, Inc., and IGC Brazos, Inc.;

    -- the outstanding partnership interests of Tenaska IV
       Partners, Ltd.; and

    -- the shares of Tenaska IV, Inc.

As of June 30, 2000, ENA assigned all of its rights and
obligations under the GP Purchase Agreement to Ponderosa Pine
Energy LLC pursuant to an Assignment of Purchase Agreement dated
June 30, 2000, from ENA to PPE.

The Assignment Agreement provides that ENA will indemnify the
Delta Entities -- PPE, DPC Ponderosa and Delta Power Company LLC
-- under the GP Purchase Agreement.  Enron Corp. guaranteed the
obligations of ENA under the Indemnity Provision.  In addition to
the Assignment Agreement, ENA and PPE entered into a Corporate
Services Agreement dated June 30, 2000.

                       Delta Entities' Claims

The Delta Entities filed Claim Nos. 12706, 12708 and 12710
against ENA pursuant to the Corporate Services Agreement.  The
Delta Entities also filed Claim Nos. 12704, 12707 and 12709
against Enron based on its guaranty of the performance of ENA
under the Indemnity Provision.

                     Delta Adversary Proceeding

On July 24, 2002, the Delta Entities filed an adversary
proceeding against ENA and Enron.  In the Delta Adversary
Proceeding, the Delta Entities sought declaratory judgment that:

    (a) the Assignment Agreement was enforceable; and

    (b) the Delta Entities were entitled to indemnification from
        ENA and Enron in connection with a lawsuit pending in
        another jurisdiction.

The Delta Entities filed Claim Nos. 22467 and 22468 against ENA
and Enron in reference to the relief requested in the Delta
Adversary Proceeding.

                   Debtors' Adversary Proceeding

The Reorganized Debtors, in Adversary Case No. 05-1200, objected
to, and sought disallowance of, the Claims.  The Objection
alleged a counterclaim against PPE based on a matured debt for
$1,770,434 plus interest, costs and expenses, including
attorneys' fees.

On April 13, 2005, the Court approved a stipulation dismissing
the Delta Adversary Proceeding.  The stipulation also disallowed
Claim Nos. 22467 and 22468.

On April 14, 2005, PPE and DPCP, along with their affiliates,
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code.  The Delta Entities have not yet responded to
both the Debtors' Adversary Proceeding and the Objection because
the Adversary Proceeding has been stayed.

To avoid protracted litigation in the Court and the Ponderosa
Bankruptcy Court, the parties entered into a settlement
agreement.

The Settlement Agreement, which Judge Gonzalez approved, provides
that:

    (a) portions of Claim Nos. 12704, 12706, 12707, 12708, 12709
        and 12710 asserting indemnity for $1,730,260 per claim are
        disallowed and expunged;

    (b) portions of Claim Nos. 12708 and 12710 for $4,286,771
        per claim, are disallowed and expunged;

    (c) all Scheduled Liabilities related to the Delta Entities
        are disallowed and expunged;

    (d) excluding the portions disallowed and expunged, Claim Nos.
        12704, 12706, 12707, 12708, 12709 and 12710, as modified
        by the April 13, 2005 Stipulation, will survive the
        Settlement Agreement;

    (e) Enron and ENA may file an amended objection to the
        Modified Claims and will be adjudicated in the Enron
        Bankruptcy Court;

    (f) ENA will dismiss the Adversary Proceeding with prejudice;

    (g) ENA will turnover to PPE the cashier's check for $789,251
        in the Corporate Services Agreement; and

    (h) the Delta Entities will release ENA and Enron from all
        liability solely with respect to the Settled Claims, and
        ENA will release the Delta Entities from all liability
        solely with respect to the Adversary Proceeding.

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

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


EXIDE TECH: Accused of Failing to Pay $27-Mil. Fraud Settlement
---------------------------------------------------------------
Exide Technologies disclosed in a regulatory filing with the
Securities and Exchange Commission that the United States
Attorney for the Southern District of Illinois has accused the
company of failing to pay certain fines.

The U.S. Attorney's Office has filed a request with a federal
district court for a hearing to conduct an inquiry on Exide's
failure to comply with a court judgment and terms of probation,
principally through failure to pay the fine.  The U.S. Attorney's
Office also a request to show cause why Exide should not be held
in contempt.

The U.S. Attorney's Office asserted that bankruptcy does not
discharge criminal fines and that Exide did not adequately
disclose its financial condition at the time the Plea Agreement
and associated fine were approved by the District Court.

In 2001, Exide reached a plea agreement with the U.S. Attorney to
resolve an investigation into a scheme by former officers and
certain corporate entities involving fraudulent representations
and promises in connection with the distribution, sale, and
marketing of automotive batteries between 1994 and 1997.

Under the Agreement, Exide agreed to:

   -- pay a $27,500,000 fine for over five years;

   -- a five-year probation; and

   -- cooperate with the U.S. Attorney in her prosecution of the
      former officers.

"Generally, failure to comply with the provisions of the plea
agreement, including the obligation to pay the fine, would permit
the U.S. Government to reopen the case against the Company," J.
Timothy Gargaro, executive vice president and chief financial
officer of Exide Technologies, relates.

"[I]f the U.S. Government were to assert that the obligation to
pay the fine was not discharged under the Plan of Reorganization,
the Company could be required to pay it."

In 2002, the U.S. Attorney's Office filed a general unsecured
claim for $27,900,000 in Exide's case.

In January 2005, the U.S. Attorney's Office requested additional
information regarding whether Exide adequately disclosed its
financial condition at the time the Plea Agreement and the
associated fine were approved by a federal district court.  Exide
supplied correspondence and other materials responsive to the
request.

"It is possible that the Court could hold the Company in contempt
and order it to pay the original fine, as well as an additional
amount up to approximately 115% of the original fine," Mr.
Gargaro says.

No date has been set for a hearing on the U.S. Attorney's
request.

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and   
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King.  Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded post-employment
benefit liabilities of $380 million.


EXIDE TECH: National City Agrees to Waive $7.3-Mil Secured Claim
----------------------------------------------------------------
The United States Bankruptcy Court District of Delaware gave Exide
Technologies authority to enter into a Settlement Agreement with
National City Leasing Company.

On Dec. 23, 1997, Exide and General Electric Capital Corporation
entered into an agreement for the lease of certain equipment to
Exide.  On Dec. 28, 1998, Exide and GECC executed, among others,
schedule N-1, which incorporated the terms and conditions of the
lease agreement.  GECC assigned all of its right, title and
obligations in the Agreement to National City Leasing Company.

On March 24, 2003, Exide filed an adversary complaint against
various defendants, including National City, seeking, among other
things, a declaration that certain purported leases, including
the National City Agreement, are actually disguised financing
agreements.

Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weitraub P.C., in Wilmington, Delaware, relates that on
May 12, 2003, National City answered the Complaint and denied that
the Agreement was a security interest and affirmatively asserted
that it was a "true lease."

Subsequently, the Reorganized Debtors and National City have
reached a consensual settlement regarding the Complaint and
National City's claims.  In summary, the National City Settlement
Agreement provides that:

   a. National City will waive, release and withdraw all of its
      claims against the Debtors, including its secured claim for
      $7,301,478.

   b. The payments due under the National City Agreement from
      December of 2004 through the end of the term of the
      agreement will be $292,059.

   c. Exide may elect to purchase the equipment under the
      National City Agreement for $1,558,016, plus all applicable
      sales tax and other outstanding payments due.

   d. All other terms of the National City Agreement that are
      consistent with the terms of the Settlement will remain in
      full force and effect.

   e. National City will release the Reorganized Debtors from all
      claims related to the Agreement.  The Reorganized Debtors
      will also release National City from the allegations
      contained in the Complaint.

   f. The Reorganized Debtors will voluntarily dismiss the
      Complaint as to National City, with prejudice, on the
      Effective Date.

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and  
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.

                         *     *     *

As reported in the Troubled Company Reporter on July 8, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC+' from 'B-', and removed the
rating from CreditWatch with negative implications, where it was
placed on May 17, 2005.

"The rating action reflects Exide's weak earnings and cash flow,
which have resulted in very high debt leverage, thin liquidity,
and poor credit statistics," said Standard & Poor's credit analyst
Martin King.  Lawrenceville, New Jersey-based Exide, a
manufacturer of automotive and industrial batteries, has total
debt of about $740 million, and underfunded post-employment
benefit liabilities of $380 million.


GARDENBURGER INC: Files Plan & Disclosure Statement in California
-----------------------------------------------------------------
Gardenburger, Inc., dba Gardenburger Authentic Foods Company,
delivered to the U.S. Bankruptcy Court for the Central District of
California its Disclosure Statement explaining its Plan of
Reorganization.

                       Terms of the Plan

Under the Plan, holders of Administrative Expense Claims, Priority
Tax Claims, and Priority Unsecured Claims will be paid in full on
the effective date.

General Unsecured Claims will be paid in full through three
monthly installments:

     (i) 25% of the allowed claim six months after the effective
         date,

    (ii) 25% of the allowed claims 12 months after the effective
         date, and

   (iii) the remaining 50%, 18 months after the effective date.

Holder of General Unsecured Claims will not receive post-petition
interest payments.

Allowed Claims of Unsecured Note Holders will receive, in full
satisfaction of their claims:

     (1) 100% of the New Preferred Stock; and
     (2) 83% of the New Common Stock.

Holders of Preferred Shareholder Claims, Common Shareholders
Claims and Equity Interest Related Claims won't get anything under
the Plan.

Warehouseman Claims will be treated in accordance with the
Warehouseman agreements.

                         Plan Funding

The Plan provides that on the effective date, the Reorganized
Debtor will use its Exit Financing and operating revenues to:

     (a) pay all obligations under the DIP Financing;
     (b) fund its operations and working capital requirements;
     (c) pay Court-approved administrative expenses; and
     (d) meet other obligations under the Plan.

                        Exit Financing

Subject to satisfaction of certain conditions, the Debtor's
postpetition credit facilities will be replaced by an Exit
Financing Facility with a maturity date of Nov. 22, 2008.

As reported in the Troubled Company Reporter on Dec. 5, 2005, the
Court approved two postpetition loan agreements giving the Debtor
access to up to $14.7 million of superpriority debtor-in-
possession financing.  Wells Fargo Bank, National Association
(acting through its Wells Fargo Business Credit operating
division) and GB Retail Funding, LLC, are the Debtor's
postpetition lenders.

Headquartered in Los Angeles, California, Gardenburger, Inc. --
http://www.gardenburger.com/-- makes original veggie burgers and
innovates in meatless, 100% natural, low-fat food products.  The
company distributes its meatless products to more than 35,000
foodservice outlets throughout the United States and Canada.
Retail customers include more than 30,000 grocery, natural food
and club stores.  The company filed for chapter 11 protection on
Oct. 14, 2005 (Bankr. C.D. Calif. Case No. 05-19539).  David S.
Kupetz, Esq., at SulmeyerKupetz, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $21,379,886 in assets and $39,338,646 in
debts.


GENERAL MARITIME: Prices Tender Offer for 10% Senior Notes
----------------------------------------------------------
General Maritime Corporation (NYSE: GMR) has determined the
Reference Treasury Yield and associated tender offer yield in
connection with its previously announced cash tender offer and
consent solicitation for any and all of its outstanding 10% Senior
Notes due 2013 (CUSIP 370290AC2).  

The tender offer and consent solicitation are subject to the terms
and conditions set forth in the Company's Offer to Purchase for
Cash and Solicitation of Consents dated Dec. 15, 2005, and the
related Letter of Transmittal and Consent.  The tender offer yield
will be 4.865%.

Holders who validly tender (and do not validly withdraw) Notes
prior to 5:00 p.m., New York City time, today, Dec. 29, 2005,
unless extended or earlier terminated, will receive total
consideration per $1,000.00 principal amount of Notes tendered of
$1,151.12 (assuming a payment date for such Notes of Dec. 30,
2005), which includes a consent payment of $30.00, plus accrued
and unpaid interest on the Notes tendered up to, but not
including, the payment date for such Notes.  Holders who tender
their Notes must consent to certain proposed amendments to the
Indenture, dated as of March 20, 2003, under which the Notes were
issued, to eliminate substantially all of the restrictive
covenants and the related default provisions in the Indenture, and
the execution of a supplemental indenture to amend the Indenture
accordingly.  The proposed amendments would eliminate restrictions
related to the Company's ability to pay dividends or repurchase
stock and other restrictions detailed in the Offer to Purchase and
related documents.

                 Offer to Purchase Amendment

The Company also amended the terms of the Offer to Purchase to
change the proposed amendments such that the proposed amendments
would no longer eliminate, and would leave substantially
unchanged, the events of default in the Indenture based on
insolvency acts or orders, which events of default are set forth
in subsections 7(a) and (b) of the section of the Indenture
entitled "Section 6.1 -- Events of Default."

The Total Purchase Price was determined by reference to a fixed
spread of 50 basis points or 0.50% over the yield to maturity
based on the bid side price of the U.S. Treasury 3.375% Note due
Feb. 15, 2008 as measured at 2:00 p.m., New York City time, today.

The Company will pay the Total Purchase Price for Notes validly
tendered (and not validly withdrawn) prior to the Consent Time on
the first business day after the date on which the Consent Time
occurs, or promptly thereafter.

Holders who validly tender Notes after the Consent Time but prior
to 5:00 p.m., New York City time, on Jan. 17, 2006, unless
extended, will be eligible to receive the Purchase Price, which is
equal to the Total Purchase Price less the Consent Payment.  The
tender offer is conditioned upon, among other things, the Company
obtaining the requisite consents from holders of the Notes to
approve the proposed amendments to the Indenture and the execution
of a supplemental indenture, the Company having borrowed or being
able to borrow funds sufficient to allow it to pay for Notes
tendered and the satisfaction of certain other conditions, any of
which may be waived by the Company.

Holders should consult the Offer to Purchase and related material
in their entirety for a full description of the terms and
conditions of the tender offer and consent solicitation. Copies of
those documents may be obtained by contacting D.F. King & Co.,
Inc., the information agent, at (212) 269-5550. Goldman, Sachs &
Co. is acting as the exclusive dealer manager and solicitation
agent for the tender offer and consent solicitation and will
provide additional information concerning the terms and conditions
of the tender offer and consent solicitation at (800) 828-3182
(toll free) or (212) 357-7867 (collect).

General Maritime Corporation is a provider of international
seaborne crude oil transportation services principally within the
Atlantic basin which includes ports in the Caribbean, South and
Central America, the United States, West Africa, the
Mediterranean, Europe and the North Sea.  The company also
currently operates tankers in other regions including the Black
Sea and Far East.  General Maritime Corporation currently owns and
operates a fleet of 38 tankers -- 22 Aframax, 12 Suezmax tankers
and four Suezmax newbuilding contracts with a carrying capacity of
approximately 4.75 million dwt.  Following the completion of the
Company's recent vessel sales, the Company will own and operate a
fleet of 30 tankers -- 19 Aframax, 7 Suezmax tankers, and four
Suezmax newbuildings.

                     *     *     *

As reported in the Troubled Company Reporter on Aug. 15, 2005,
Moody's Investors Service has lowered the ratings of General
Maritime Corporation, Corporate Family (previously called Senior
Implied) Rating to B1 from Ba3 and its ratings of senior unsecured
debt to B2 from B1.  The rating outlook is stable.  This concludes
the ratings review commenced on January 28, 2005 following General
Maritime's announcement of the implementation of a dividend policy
that pays a substantial amount of free cash flow generated to
shareholders quarterly.

The lower ratings reflect Moody's assessment that the
implementation of the new dividend policy will weaken General
Maritime's credit profile, despite strong current credit metrics
and otherwise modest levels of debt on the company's balance
sheet.  The ratings continue to reflect the volatile nature of the
crude oil tanker sector in which the company operates, the risk
from which is heightened by the predominantly spot-charter
exposure that the company undertakes as well by the age of the
General Maritime's fleet.  Ratings are supported, however, by
continued generation of strong operating cash flows even as tanker
rates have moderated, and by General Maritime's robust liquidity
position.

The stable ratings outlook reflects Moody's expectations that the
company will be able to meet all drydock and scheduled debt
repayment obligations over the near term, as well as required
payments (net of a modest amount of ship finance debt) for
delivery of the scheduled newbuilding delivery in 2006, out of the
cash flows residual from the distributions to shareholders.

Ratings or their outlook could be subject to downgrade if General
Maritimes total debt were to increase or if the company were to
undertake a large, levered acquisition.  Ratings could also be
lowered if market conditions were to materially deteriorate such
that retained cash flow falls below 15% of total debt, or if EBIT
coverage of interest falls below 1.5 times for a prolonged period,
while the current dividend policy remains in place.


HIEP TRIEU: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtors: Hiep & Jackie Trieu
         118 Forest Drive
         Biloxi, Mississippi 39532

Bankruptcy Case No.: 05-56008

Chapter 11 Petition Date: December 19, 2005

Court: Southern District of Mississippi (Gulfport Divisional
       Office)

Judge: Edward Gaines

Debtors' Counsel: Nicholas Van Wiser, Esq.
                  Byrd & Wiser
                  P.O. Box 1939
                  Biloxi, Mississippi 39533
                  Tel: (228) 432-8123
                  Fax: (228) 432-7029

Total Assets: $850,500

Total Debts:  $2,206,597

Debtors' 9 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Small Business Loan Source,    Bank loan                $752,000
L.L.C.                         Value of collateral:
Eddie Lin                      $200,000
P.O. Box 3031
Houston, TX 77253

Caterpillar Financial          Value of collateral:     $710,000
Services Corp.                 $280,000
2120 West End Avenue
Nashville, TN 37203

Caterpillar Financial          Bank loan                $586,000
Services Corp.                 Value of collateral:
2120 West End Avenue           $250,000
Nashville, TN 37203

Gollott Oil Dock               Trade debt                $33,000

Hibernia Bank                  Value of collateral:      $31,000
                               $25,000

Master Marine                                            $23,000

Internal Revenue Service       Trade debt                $20,124

Internal Revenue Service       Trade debt                $11,247

Providian National Bank        Trade debt                 $2,225


HOLLINGER INT'L: Selling Interests in Canadian Units to Glacier
---------------------------------------------------------------
Hollinger International Inc. signed a Share Purchase Agreement
with:

   * HCPH Canadian Newspaper Holdings Co., its wholly owned
     subsidiary;

   * Glacier Ventures International Corp.;

   * 6490239 Canada Inc., a subsidiary of Glacier; and

   * Jamison Newspapers Inc.,

pursuant to which HCPH has agreed to sell shares representing its
70% interest in Great West Newspaper Group Ltd. to 6490239 Canada
for a purchase price of CDN$32 million.  

                Fundata Share Purchase Agreement

The Company also entered into a Share Purchase Agreement with HCPH
and Glacier pursuant to which HCPH has agreed to sell all of the
outstanding shares of 3120575 Nova Scotia Company, an HCPH wholly
owned subsidiary and holder of shares representing a 50% interest
in Fundata Canada Inc., to Glacier for a purchase price of
CDN$15,087,000.  

The Company expects both transactions to close by year-end 2005.   
The Company is in discussions with Glacier concerning the possible
sale to Glacier of the Company's remaining Canadian assets, but no
agreement has been reached and there can be no assurance that an
agreement regarding that asset sale will ultimately be reached.

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.


HOME PRODUCTS: Amends $60 Million Loan & Security Pact with BofA
----------------------------------------------------------------
Home Products International, Inc., entered into a First Amendment
to its Amended and Restated Loan and Security Agreement with Bank
of America, N.A., as successor-in-interest to Fleet Capital
Corporation.

The Amended Loan Agreement continues to provide for a $60 million
secured line of credit to the Company.  The changes effected by
the Amended Loan Agreement include:

   (1) the elimination of the financial covenant pertaining to a
       minimum cash interest coverage ratio;

   (2) a reduction of applicable interest rates by 50 basis
       points;

   (3) an increase in the minimum excess availability requirement
       from $5 million to $10 million (decreasing back down to
       $5 million with 12 months); and

   (4) the addition of a termination fee payable to the Agent
       equal to 0.25% on the $60 million secured line of credit in
       the event that the Company terminates the Amended Loan
       Agreement before November 14, 2008.

The Amended Loan Agreement requires the Company to meet a new
financial covenant pertaining to a Fixed Charge Coverage Ratio of
greater than or equal to 1.0 to 1.0 for the fiscal period
January 1, 2007, to March 31, 2007, at which point the ratio will
increase until it reaches 1.05 to 1.0 for the four consecutive
fiscal quarters ending on December 31, 2007.

A full-text copy of the First Amendment to Amended and Restated
Loan and Security Agreement is available for free at
http://ResearchArchives.com/t/s?404

Home Products International, Inc. -- http://www.hpii.com/and
http://www.homz.biz/-- is an international consumer products
company which designs and manufactures houseware products.  The
Company sells its products through national and regional
discounters including Kmart, Wal-Mart and Target, hardware/home
centers, food/drug stores, juvenile stores and specialty stores.

At Oct. 1, 2005, the company's balance sheet showed
$168,307,000 in total assets and $179,939,000 in total
liabilities, resulting in a $11,632,000 stockholders' deficit.


HONEY CREEK: Wants Exclusive Plan Filing Period Extended
--------------------------------------------------------
Honey Creek Kiwi, L.L.C., asks the U.S. Bankruptcy Court for the
Northern District of Texas to extend its exclusive right to file a
chapter 11 plan.  The Debtor wants its exclusive filing period
extended until the earlier of:

    (a) the expiration of 30 days following the filing and service
        of a Notice of Termination of Exclusivity by the Lender;

    (b) 30 days following the entry of an order terminating
        exclusivity entered:

         (i) after notice and a hearing upon request of other
             party-in-interest, or

        (ii) by the Court, sua sponte.

The Debtor also asks the Court to extend the period to solicit
acceptances of a plan to no earlier than 60 days following the
expiration of its exclusive filing period.

The Debtor explains that it is currently engaged in talks with its
secured lenders on a variety of terms and issues relevant to
reorganization.  However, the Debtor says it cannot complete its
negotiations with creditors until it has finalized its business
plan.  The extension would allow the Debtor a reasonable amount of
time to complete its business plan and negotiations with its
creditors in good faith.

The Debtor reminds the Court that it has remained current on all
of its postpetition obligations, except where the amount of the
obligation is in dispute.

The Debtor discloses that it is the only party with sufficient
information regarding its operations to propose a feasible plan of
reorganization.

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


INDUSTRIALEX: Files Notice of Intent to Restructure Windsor Plant
-----------------------------------------------------------------
Industrialex Manufacturing Canada, Ltd., a wholly owned subsidiary
of Industrialex Manufacturing Corp. (TSX VENTURE:IXC.U) filed a
Notice of Intent to File a Proposal.  This notice provides the
company with 10 days to file a cash flow and 30 days to file a
proposal to restructure amounts owed to.  The company will embark
on an aggressive plan to put into place a new cost structure.

The plan will include proposal to its creditors as well as the
company's labor union.  The company will continue to provide
ongoing work to its customers.  

Based on un-audited financial reports prepared by management, for
the period commencing Jan. 1, 2005, through Nov. 30, 2005,
Industrialex Manufacturing Canada's Windsor Plant generated
revenues of $4,708,438.00 and net loss of $844,929.00.  By
comparison, during the same period Industrialex Manufacturing
Corp.'s Colorado Plants in Arvada and Colorado Springs generated
revenues of $5,645,559.00 and net income of $675,042.00.

In making the announcement, Mr. Ahmad Akrami, the Company's
Chairman and CEO stated: "Our operations in Windsor has taken
tremendous stride in providing high quality e-coat services to a
great set of customers and will continue to do so.  However, with
the magnitude of losses in 2005 and evaluating the key elements
that form the basis of the business model for the Windsor Plant,
our board of directors found no rationale to continue operations
in the current setup.  General economic conditions in the
automotive market have created pricing pressure that can no longer
be supported by our current business model.  We have taken
significant steps to improve operating efficiencies; however,
those improvements alone will not allow us to compete profitably
with non-union industrial coating facilities in our region.  If
our attempts in restructuring are successful, our new business
model together with our great team in Windsor will be able to
service our customers more efficiently and competitively."

Headquartered in Arvada, Colorado, Industrialex is a leading
provider of industrialex coating services to a broad range of
manufacturers. The Company operates plants in Arvada and Colorado
Springs, Colorado and Windsor, Ontario.


INSIGHT COMMS: Appoints Michael S. Willner as President & CEO
-------------------------------------------------------------
Insight Communications Company, Inc., entered into an employment
agreement with Michael S. Willner, in connection with its private
merger with Insight Acquisition Corp.

Under the terms of the Employment Agreement, Mr. Willner will
serve as the Company's President and Chief Executive Officer for a
three-year term, which will be automatically extended for
additional one-year periods unless notice has been provided by
either party that the extension will not take effect.

As reported in the Troubled Company Reporter on Aug. 2, 2005,
Insight Acquisition Corp. is acquiring all of the publicly held
shares of Insight Communications.  Under the terms of the
agreement, which was unanimously approved by the board of
directors of Insight Communications, public shareholders of  
Insight Communications would receive $11.75 per share in cash.   

The terms of the agreement value the total equity of Insight  
Communications at approximately $710 million and implies an  
enterprise value of approximately $2.1 billion (based on Insight  
Communications' attributable share of indebtedness).

Insight Acquisition Corp., the acquiring entity, is led by Insight  
Communications co-founders Sidney R. Knafel and Michael S. Willner  
and affiliates of The Carlyle Group.  Mr. Knafel, Mr. Willner and  
their related parties collectively own shares of Insight    
Communications representing approximately 14% of the equity and  
62% of the aggregate voting power.

                      Employment Agreement

Pursuant to the terms of the employment agreement, Mr. Willner
will receive a base salary of $698,500.  The Company's
Compensation Committee will review Mr. Willner's base salary
annually and, in its sole discretion, may increase the base
salary.

A full-text copy of the Employment Agreement is available for free
at http://ResearchArchives.com/t/s?403

Insight Communications (NASDAQ: ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.3 million
customers in the four contiguous states of Illinois, Indiana,
Ohio, and Kentucky.  Insight specializes in offering bundled,
state-of-the-art services in mid-sized communities, delivering
analog and digital video, high-speed Internet, and voice telephony
in selected markets to its customers.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Fitch Ratings affirmed the 'B+' Issuer Default Rating and the
Stable Rating Outlook assigned to Insight Communications Company,
Inc.  

Specifically, Fitch affirmed the 'BB+' senior secured rating and
'R1' Recovery Rating assigned to Insight Midwest Holdings, LLC's
senior secured credit facility, and the 'B+' senior unsecured debt
rating and 'R4' Recovery Rating assigned to the senior unsecured
notes issued by Insight Midwest, LP.  Also, Fitch affirmed the
'CCC+' senior unsecured rating and 'R6' Recovery Rating assigned
to ICCI's senior discount notes.  Approximately $2.8 billion of
debt is affected by Fitch's action.

As reported in the Troubled Company Reporter on July 12, 2005,
Standard & Poor's Ratings Services revised its outlook on New York
City, New York-based cable TV operator Insight Midwest L.P. to
stable from negative.  At the same time, Standard & Poor's
affirmed its ratings on Insight Midwest, including the 'BB-'
corporate credit rating. Standard & Poor's also assigned its 'BB-'
rating to intermediate holding company Insight Midwest Holdings
LLC's new $1.108 billion term loan C due December 2009.  Proceeds
from the new bank loan will be used to repay the previous term
loan B facility.


KAISER ALUMINUM: Court Confirms Liquidating Plans of Four Units
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
the previously filed plans that would liquidate four commodity
subsidiaries of Kaiser Aluminum Corporation.

The four affected subsidiaries are:

   -- Alpart Jamaica Inc., and Kaiser Jamaica Inc., which had
      owned the company's interests in an alumina refinery in
      Jamaica that were sold in July 2004; and

   -- Kaiser Alumina Australia Corporation and Kaiser Finance
      Corporation, which had owned the company's interests in
      respect of an alumina refinery in Australia that were sold
      in April 2005.

Pursuant to the Bankruptcy Court's order, the four liquidating
commodity subsidiaries are authorized to make partial
distributions to certain of their creditors, while reserving
sufficient amounts for future distributions until the Bankruptcy
Court resolves certain outstanding disputes among the creditors of
these subsidiaries and for the payment of administrative and
priority claims and trust expenses

The Bankruptcy Court's ruling does not resolve a dispute between
the holders of the Company's Senior Notes and the holders of the
Company's Senior Subordinated Notes regarding their entitlement to
certain of the proceeds from the sale of interests by the
Liquidating Subsidiaries.  However, as a result of the Bankruptcy
Court's approval, the Company will pay all restricted cash and
other assets held on behalf of or by the four liquidating
subsidiaries to a trustee.  The trustee will then be authorized to
make partial distributions after setting aside sufficient reserves
for amounts subject to the Senior Note-Subordinate Note Dispute
(around $213 million) and for the payment of administrative and
priority claims and trust expenses (around $40 million).  

After the reserves, the partial distribution is expected to total
approximately $430 million of which, pursuant to the Liquidating
Plans, approximately $196 million will be paid to the Pension
Benefit Guaranty Corporation, and $202 million will be paid to the
indenture trustees for the Senior Notes for subsequent
distribution to holders of the Senior Notes.

Of the remaining partial distribution, approximately $21 million
will be paid to Kaiser Aluminum & Chemical Corporation, the
Company's principal operating subsidiary, and $11 million will be
paid to the PBGC on behalf of KACC.  All distributions, including
future distributions, under the Liquidating Plans will be made to
the holders of claims.  

Initial, partial distributions are expected to be made in late
December 2005, although no assurances can be provided as to the
actual timing of those distributions.

In connection with the effectiveness of the Liquidating Plans,
once the Liquidating Subsidiaries have paid the cash and other
assets to the trustee, the Liquidating Subsidiaries will be deemed
to be dissolved and they will take the actions necessary to
dissolve or otherwise terminate their corporate existence.

The Company believes that it would likely have to pay
approximately $8.5 million of Alternative Minimum Tax in respect
of 2005 as a result of the 2005 gain on sale of its interest in
and related to the Australian alumina refinery.  

Assuming that the Company is able to implement the Court's ruling,
for which there can be no assurances, the Company currently
estimates that it would reduce the likely 2005 AMT amount by
approximately $4 million.  The Company believes that any AMT
amounts ultimately owed in respect of 2005 will be reimbursed to
the Company from the funds reserved in respect of the Liquidating
Plans, pursuant to an agreement with the creditors.

The Bankruptcy Court's ruling does not in any way affect the
Company's plan of reorganization, which has been overwhelmingly
accepted by the Company's creditors, and for which confirmation
hearings are to be held on January 9, 2006, and January 10, 2006.

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.


LOCHWOOD INVESTORS: Case Summary & 35 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Lochwood Investors I, Ltd.
             dba Lochwood Apartments
             1801 Century Park East, Suite 1200
             Los Angeles, California 90067

Bankruptcy Case No.: 05-07357

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
Lochwood Place Apartments North, Ltd.            05-07358
Lochwood Place Apartments Phase II, Ltd.         05-07359

Type of Business: The Debtors operate several apartment buildings
                  in Jackson, Mississippi.

Chapter 11 Petition Date: December 19, 2005

Court: Southern District of Mississippi (Jackson Divisional
       Office)

Debtors' Counsel: James A. McCullough, II, Esq.
                  Brunini, Grantham, Grower & Hewes, PLLC
                  1400 Trustmark Building
                  248 East Capitol Street
                  P.O. Drawer 119
                  Jackson, Mississippi 39205
                  Tel: (601) 948-3101
                  Fax: (601) 960-6902

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
Lochwood Investors I, Ltd.   $1 Million to       $1 Million to
                             $10 Million         $10 Million

Lochwood Place Apartments    $1 Million to       $1 Million to
North, Ltd.                  $10 Million         $10 Million

Lochwood Place Apartments    $1 Million to       $1 Million to
Phase II, Ltd.               $10 Million         $10 Million

A. Lochwood Investors I, Ltd.'s 11 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
IRM Co. Mgmt.                                   $264,732
P.O. Box 125
Brandon, MS 39043

Asher & Co.                                       $6,400
1845 Walnut Street, 13th Floor
Philadelphia, MS 19103

Burt's Painting Serv.                             $2,690
535 North Livingston Road
Ridgeland, MS 39157

Michael R. Crum                                   $2,505

Creative Landscape                                $2,160

Bill Clark                                          $450

Magee Glass Co.                                     $196

Brock Plumbing Co.                                  $163

Pitney Bowes                                         $95

Alnsworth Pooltech Inc.                              $56

Atmos Energy                                     Unknown

B. Lochwood Place Apartments North, Ltd.'s 12 Largest Unsecured
   Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
MacDonald Companies                               $7,503
7 Research Drive
Woodbridge, CT 06525

Creative Landscape                                $1,200
P.O. Box 125
Brandon, MS 39043

Brook Plumbing Co.                                  $697
P.O. Box 720194
Byram, MS 39272

Michael R. Crum                                     $385

Perkins Glass Company                               $256

Bill Clark                                          $250

Pitney Bowes                                        $105

Alnsworth Pooltech Inc.                              $73

Atmos Energy                                     Unknown

Entergy MS                                       Unknown

IRS                                              Unknown

MS State Tax Comm.                               Unknown

C. Lochwood Place Apartments Phase II, Ltd.'s 12 Largest Unsecured
   Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Michael R. Crum                                   $1,670
871 Harbor Bend Drive
Brandon, MS 39047

Creative Landscape                                $1,440
P.O. Box 125
Brandon, MS 39043

Corbett Exterminating                               $558
70 Jackson Drive
Cranford, NJ 07016

Brook Plumbing Co.                                  $535

Bill Clark                                          $100

Pitney Bowes                                         $64

Alnsworth Pooltech Inc.                              $44

Maintenance Warehouse                                 $6

Atmos Energy                                     Unknown

Entergy MS                                       Unknown

IRS                                              Unknown

MS State Tax Comm.                               Unknown


LUCENT TECH: Earns $1.2 Million of Net Income in 2005
-----------------------------------------------------
Lucent Technologies, Inc., delivered its annual report on Form
10-K for the year ending Sept. 30, 2005, to the Securities and
Exchange Commission on Dec. 14, 2005.

For the fiscal year ended September 30, 2005, the company reported
$1.2 million of net income on $7.3 million of revenues, compared
to $2 million of net income on $7.1 million of revenues for the
same period of 2004.

As of September 30, 2005, the company's balance sheet shows $16.4
million in total assets and $16 million in total liabilities.  At
September 30, 2005, the company had an accumulated deficit of
$19.6 million.

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+'.


MAGRUDER COLOR: Wants Exclusive Period Stretched to February 28
---------------------------------------------------------------
Magruder Color Company, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of New Jersey to extend
until Feb. 28, 2006, their exclusive plan filing period.  The
Debtors also want their solicitation period extended until
April 27, 2006.

The Debtors seek these extensions to:

    i) avoid premature formulation of a Chapter 11 plan; and

   ii) ensure that the formulated plan takes into account the
       interests of the Debtors, their estates and creditors.

The extension will provide the Debtors more time to focus on a
plan of reorganization after their asset sale has been
consummated.

The Debtors give the Court three reasons supporting the extension:

   1) the bulk of the Debtors' time and efforts since the petition
      date have been devoted to the sale of their business assets,
      which the Court approved on Dec. 7, 2005, consummating an
      alternative financing with Wachovia Bank and negotiating
      settlements with opposing parties to recoup monies for the
      estates;

   2) the requested extension is not being sought to delay the
      Debtors' bankruptcy cases or to pressure the creditors into
      accepting an unsatisfactory plan; and

   3) the requested extension has the support of the Unsecured
      Creditors Committee.

The Court will convene a hearing at 12:00 p.m., on Jan. 3, 2006,
to consider the Debtors' request.

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


MCLEODUSA INC: Names JH Bonde to Serve on Reorganized Board
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 22, 2005,
McLeodUSA Incorporated and its debtor-affiliates selected five
initial members who will constitute Reorganized McLeodUSA, Inc.'s
Board of Directors:

    (1) Donald C. Campion
    (2) Eugene Davis
    (3) John D. McEvoy
    (4) Alex Stadler
    (5) D. Craig Young

The Debtors have selected the sixth member to serve as an initial
director of Reorganized McLeodUSA -- John Hank Bonde.

Mr. Bonde was Executive Vice President, Global Software and
Services Division and President of CSG Systems in Denver,
Colorado with responsibility for sales, marketing, development,
and service delivery.  Mr. Bonde created a new Go-to-Market
strategy and implemented demand generation programs to leverage
growth and improve profitability.

Mr. Bonde has over 30 years of diversified domestic and
international experience in complex information and telecom
services environments.  He started his career in the Information
System Group at IBM Corporation.  After four years in China and
the South Pacific, Mr. Bonde spent the next 11 years providing
direction and leadership as CEO of BellSouth Cellular and USTel,
and President and Chief Operating Officer for two start-up
telephone and Internet connectivity companies.  Since 2000, he
served as COO at JD Edwards, the leading supplier of enterprise
software solutions and CEO and Chairman of the Board for
Centerpost, a start-up software and services company.

Mr. Bonde serves as Chairman, Board of Directors for Firstlogic
Inc., a privately held advanced technology and service company.

Mr. Bonde is a native of New York City.  He graduated from City
University of New York with a Bachelor of Science in Economics.
He also holds a Master of Science in Business degree from
Columbia University, where he was elected to Beta Gamma Sigma -
the highest scholastic honor in a business school.

Mr. Bonde is not an insider of Reorganized McLeodUSA other than
by virtue of being a director.

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


MEDICALCV INC: Wants to Raise $6 Million in Exercise of Warrants
----------------------------------------------------------------
MedicalCV, Inc. (OTCBB: MDCV) entered into preferred stock
purchase agreements with six holders of its outstanding 5% Series
A Convertible Preferred Stock.  Pursuant to these agreements, the
Company has agreed to acquire an aggregate of 14,988 shares of its
preferred stock, the consideration for which will be 45,068,916
newly issued shares of the Company's common stock.

The Company has also agreed to:

   (1) reduce the exercise price on outstanding warrants for
       the purchase of 22,969,500 shares of common stock held by
       those preferred stock holders from $0.50 per share to
       $0.325 per share; and

   (2) accelerate the expiration date of those warrants from
       April 1, 2010, to January 6, 2006.

The Company expects to complete the preferred stock acquisition
and the issuance of shares upon the exercise of those warrants by
Jan. 6, 2006.  One of these warrants, namely the warrant for the
purchase of 4,452,000 shares held by PKM Properties LLC, is
expected to be exercised on a net exercise basis.

The Company entered into the agreements to raise approximately
$6 million to complete its current clinical product development
studies and finalize market preparation for commercialization of
its ATRILAZE(TM) Surgical Ablation System.  The Company also
wanted to eliminate both the cash dividends due under the
preferred stock and a significant portion of the liability
associated with the warrants, and reduce the overhang of equity-
linked securities, thereby improving the Company's overall capital
structure.

The shares issuable in the preferred stock acquisition and those
issuable upon exercise of the warrants have not been registered
for sale by the Company under the Securities Act and may not be
offered or sold in the U.S. absent registration or an applicable
exemption from registration requirements.

MedicalCV, Inc., is a cardiothoracic surgery device manufacturer.
Previously, its primary focus was on heart valve disease. It
developed and marketed mechanical heart valves known as the
Omnicarbon 3000 and 4000.  In November 2004, after an exhaustive
evaluation of the business, MedicalCV decided to explore options
for exiting the mechanical valve business.  The Company intends to
direct its resources to the development and introduction of
products targeting treatment of atrial fibrillation.

                         *     *     *

                       Going Concern Doubt

PricewaterhouseCoopers LLP, after auditing the Company's financial
statements for fiscal years 2004 and 2005, expressed doubt about
the Company's ability to continue as a going concern.


METALFORMING TECH: Citicorp Wants Debtor to Decide on Lease
-----------------------------------------------------------
On Nov. 8, 2001, Metalforming Technologies, Inc., entered into a
Master Lease Agreement with Citicorp Del-Lease, Inc., dba Citicorp
Dealer Finance.  The agreement called for the lease of various
material handling equipment for use in the Debtor's business.  

From Nov. 30, 2001, through July 30, 2003, the Debtor entered into
nine leasing schedules with Citicorp for the lease of 12
equipment.  Pursuant to the leases, the Debtor is required to make
monthly rental payments of up to $7,268 plus applicable taxes.  

John R. Weaver, Jr., Esq., at Wilmington, Delaware, tells the
Court that the Debtor failed to make up to $7,419 in monthly
prepetition rental payments and $16,776 in postpetition arrearage.  

The Debtor has surrendered the equipment under lease numbers 001,
002 and 006.  It has, however, continued to use the remainder of
the equipment to generate income for its benefit and for the
benefit of its unsecured creditors and to the detriment of
Citicorp.

The Debtor has not assumed or rejected the leases to date.

Against this backdrop, Citicorp asks the U.S. Bankruptcy Court for
the District of Delaware to compel the Debtor to assume or reject
the Master Lease Agreement and to perform under the leases.

A full-text copy of the Master Equipment Lease Agreement is
available at no charge at http://ResearchArchives.com/t/s?402

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


MURRAY: Liquidating Trustee Seeks to Recover $3-Mil from Wal-Mart
-----------------------------------------------------------------
William Kaye, the Trustee of the Murray Liquidating Trust
established pursuant to Murray Inc.'s confirmed Plan of
Liquidation, wants Wal-Mart Stores, Inc. to pay $3,049,241 for
certain outdoor power equipment it purchased prior to Murray's
bankruptcy filing.  

The Trustee also asks the U.S. Bankruptcy Court for the Middle
District of Tennessee, Nashville Division, to disallow Wal-Mart's
$3,100,000 claim against the bankruptcy estate.

The Trustee alleges Wal-Mart breached its contracts with Murray
and violated the automatic stay and the post-confirmation
injunction.

Prior to its bankruptcy filing, Murray sold outdoor power
equipment to Wal-Mart through a Vendor Agreement and a Direct
Import Supplier Agreement.  As of Nov. 30, 2005, Wal-Mart owes
Murray $3,049,241 under the contracts.  

On May 31, Wal-Mart filed a $3,100,000 proof of claim asserting  
"indemnity claims for product liability and other setoff rights."  
Wal-Mart also asserted an administrative claim in an unknown
amount.

According to the Trustee, Murray fulfilled all of its obligations
under the agreements, entitling it to recover all amounts due from
Wal-Mart.  Also, by not paying for all the outdoor power
equipment, Wal-Mart breached the agreement resulting in monetary
damages to Murray.

The Trustee asserts that Wal-Mart's claims against the Debtor lack
any documentation that could support the alleged amounts due and
owing.  Additionally, Wal-Mart failed to show that the Debtor has
been held liable by a Court for any underlying personal injury
liability that would give rise to indemnification obligation
asserted in the claims.

The Trustee claims that Wal-Mart's refusal to remit what it owes
the Debtor constitutes willful violation of the automatic stay and
post-confirmation injunction.  Wal-Mart's action can be considered
seizure of the estate's property, the Trustee asserts, and must be
penalized by the Court.  

Headquartered in Brentwood, Tennessee, Murray, Inc. --
http://www.murray.com/-- manufactures lawn tractors, mowers,        
snowthrowers, chipper shredders, and karts.  The Company filed for
chapter 11 protection on Nov. 8, 2004 (Bankr. M.D. Tenn. Case No.
04-13611).  Paul G. Jennings, Esq., at Bass, Berry & Sims PLC,
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.  The Court confirmed the
Debtor's Modified Plan of Liquidation on Sept. 22, 2005.


NADER MODALNO: Brings-In Sheppard Mullin as Special Counsel
-----------------------------------------------------------
Nader Modanlo asks the U.S. Bankruptcy Court for the District of
Maryland, Greenbelt Division, for permission to employ Sheppard,
Mullin, Richter & Hampton LLP as his special counsel.

The Firm will represent the Debtor in connection with certain
appeals pending before the Maryland Court of Special Appeals filed
by Raymond Schettino and others.

James J. McGuire, Esq., a Principal at Sheppard Mullin, will
charge $725 per hour for his services.  The parties agreed that
total fees and costs will not exceed $240,000.

Mr. McGuire assures the Court that his Firm does not represent any
interest materially adverse to the Debtor or his estate.

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.


NATIONAL COAL: Moody's Rates $55 Mil. Sr. Secured Notes at Caa2
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to National Coal
Corporation's proposed $55 million senior secured notes due 2010
and a Caa2 corporate family rating.  The Caa2 rating reflects:

   * National Coal's very small size (1.2 million tons of
     production expected in 2005);

   * extremely small individual mines, of which there are six
     currently in production;

   * negative operating income prior to the 3rd quarter of this
     year when the company recorded an operating profit
     of $300,000;

   * short operating history;

   * the reliance on sustaining recently attained production
     levels;

   * the opening of new mines to reach production and cash flow
     targets;

   * small reserve base;

   * reliance on contract miners for a significant amount of
     current and anticipated production;

   * very thin seam;

   * high cost operations; and

   * the high debt level given current production and cash flow.

The rating positively reflects the lack of employee legacy
liabilities and the production of high Btu, relatively low sulfur
(less than 2%) thermal coal, a portion of which is contracted for
the next two years at current market prices of approximately $53
per ton.  This is the first time that Moody's has rated the debt
of National Coal.  The rating outlook is stable.

These ratings were assigned:

   * $55 million senior secured notes due 2010, Caa2
   * Corporate family rating, Caa2

National Coal is owned approximately 45% by management and the
balance by public shareholders.  The company commenced operations
with a single surface mine in Eastern Tennessee in 2003 and now
operates six mines in Eastern Tennessee and Kentucky (three
underground (approximately 60% of production), two surface
(approximately 26% of production) and one highwall.  The company
also has two active preparation plants and two active rail loading
facilities.  The mines are all very small, with the largest having
produced approximately 223,000 tons in the 9 months ending
September 30, 2005 and the smallest approximately 15,300 tons in
the 3 months ending September 30, 2005.  All of the mines have
been in the process of ramping up to targeted production levels
this year.  Moody's is concerned about the ability of any new mine
to consistently achieve targeted production in the early stages of
operation.

In 2006 the company is also planning to open three new mines and
expand two existing mines, purchase and upgrade a railroad and
renovate a preparation facility.  Moody's is similarly concerned
about the ability of the company to develop three new mines and
expand two mines on time and on budget and achieve targeted
production rates.  The company is in the process of completing the
$55 million notes issue to repay existing debt of approximately
$23 million and to collateralize bonding requirements ($7.8
million).  After paying fees the company will have about $22
million of cash, much of which will be utilized to cover expansion
capex in 2006.

The Caa2 ratings reflect the risks associated with the company's
dependence, in order to meet targeted production and cash flow, on
maintaining and increasing the recently attained production
profile, and developing four new mines.  The company expects to
increase production from approximately 1.2 million tons this year
to 2.1 million tons in 2006.  This is a tall order, fraught with
risk, for a relatively new company with a new management team that
recorded September 30, 2005 LTM EBIT and EBITDA of negative $3.9
million and $4.1 million, respectively.

Debt protection measurements are very poor, with September 30,
2005 LTM leverage and interest coverage, proforma for $61.6
million of debt and a full year's interest thereon, of 15x
(Debt/EBITDA) and 0.7x (EBITDA/Interest), respectively.  Moody's
adjusts debt to include operating lease obligations.

The Caa2 ratings also reflect the high geologic and operating
risks of its thin seam underground mines in particular, and the
company's small reserve base, which totals only 39 million tons of
recoverable proven and probable reserves and a very low 10 million
tons of permitted recoverable reserves at the company's existing
operations.  A significant portion of the company's permitted
recoverable reserves are leased.

The ratings favorably reflect:

   * the high quality nature of the company's coal;
   * currently high prices for this coal; and
   * the company's committed contacts with nearby utilities.

The ratings also consider the company's lack of OPEB, workers'
compensation and black lung obligations relative to many of its
coal mining peers.  Moody's also notes that the company's employee
operated mines are union free.

The stable outlook reflects National Coal's high quality reserves
of thermal coal, including permitted recoverable reserves at
existing operations, which although small will permit mining at
current levels for about eight years, as well as the company's
other proven and probable reserves.  

The rating could be raised if National Coal demonstrates the
ability to achieve and maintain its annual production targets and
exhibits the ability to maintain positive EBIT margins in a lower
price environment.  

The rating could be lowered if the company suffers a significant
impairment in the ability to operate for a period longer than two
months any of its existing mines that comprise more than 25% of
anticipated 2006 production, or if there is a significant decline
in thermal coal prices before the company reduces debt from the
level resulting from this financing.  The rating could also be
lowered if the company undertakes debt-financed expansions or
acquisitions that are detrimental to its capital structure and
debt coverage ratios.

At closing of the proposed financings the company will not have a
revolving credit facility.  Liquidity will be restricted to
available cash on hand at closing of about $22 million.  The
company will also have $13 million of restricted cash supporting
reclamation bonds.  The notes allow for a $10 million carve-out
for a credit facility.  If this facility is put in place for
approximately $10 million on a priority basis, it is likely that
Moody's will continue to rate the bonds at the Caa2 level.
National Coal has limited alternatives for arranging other sources
of liquidity given its small asset base.

National Coal, based in Knoxville, Tennessee is engaged in the
mining and marketing of thermal coal and had revenues in the
fiscal year ended December 31, 2004 of $17 million.


NEWARK GROUP: Weak Credit Measures Earns S&P's Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on The
Newark Group Inc. to negative from stable.

At the same time, Standard & Poor's affirmed its ratings,
including the 'B+' corporate credit rating, on the recycled
paperboard producer.  At Oct. 31, 2005, Newark had $280 million in
lease-adjusted debt.

"The outlook change reflects Standard & Poor's concerns that
Newark's weak credit measures could be further pressured by rising
costs, which have outpaced price increases," said Standard &
Poor's credit analyst Kenneth L. Farer.  "In addition, recent
price increases may not be fully realized or be sufficient to
offset those cost increases," the analyst continued.

Furthermore, leverage will remain very aggressive due to
expectations of continued poor earnings and weak cash flow
generation.

The ratings on Newark reflect:

     * its participation in the oversupplied, cyclical, and mature
       recycled paperboard market;

     * its very aggressive financial profile;

     * its product substitution risks;

     * some end-market concentration; and

     * volatile raw material and energy costs.

These factors overshadow the company's solid market positions in
niche paperboard markets, its competitive level of
vertical integration, and its diversified customer base.

Cranford, New Jersey-based Newark is one of the leading producers
in this relatively concentrated paper segment, in which the top
four companies represent more than 60% of total U.S. production.  
It is the third-largest U.S. producer of tubes and cores, which
exposes it to the cyclical manufacturing sector, but it has a
dominant share of the U.S. laminated graphicboard market, in which
products are more consumer-oriented.

High energy and transportation costs, competitive pricing
pressures, potential product substitution, and limited ability to
increase finished product prices are likely to continue to
pressure Newark's earnings and cash flow in the near term.  
Ratings could be lowered if Newark's credit measures do not
improve due to sustained margin pressures, poor industry
conditions, or reduced paperboard pricing.  The outlook could be
revised to stable if the company is able to realize higher prices
from previously announced increases, cash flow is higher then
currently expected, and market fundamentals do not deteriorate
further.


NORTHWEST AIRLINES: Can Purchase Aircraft & End Related Leases
--------------------------------------------------------------
Northwest Airlines, Inc., currently leases two McDonnell Douglas
DC10-30 aircraft pursuant to lease agreements, each dated as of
March 29, 2000, with Dresdner Kleinwort Benson North America
Leasing, Inc., as agent for participants under each lease.

Dresdner asserts rights under Section 1110 of the Bankruptcy Code
with respect to the Aircraft Leases.  The Participants under each
Lease provided financing to Dresdner for the purchase of the
Aircraft, and have directed Dresdner with regard to the Aircraft
and the Leases.

                           Lease Terms

Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that under the Leases, Northwest Airlines is
obligated to make quarterly rental payments equal to a fixed
amount, plus an interest component payable on the Stipulated Loss
Value of the Aircraft for the relevant payment date stated in the
Lease.  The fixed basic rent is $71,429 per quarter, and the
interest amount is calculated using an interest rate of LIBOR
plus 1.65%.

Currently, the Leases will terminate in 2007.  At the end of the
Leases, Northwest Airlines may exercise either of these options:

   (1) purchase the Aircraft for $15,000,000 each; or

   (2) provided there is no default under the Lease, return the
       Aircraft and pay Dresdner $11,430,000, and Dresdner will
       sell the Aircraft and return to Northwest Airlines any net
       proceeds in excess of $3,570,000.

Essentially, under either option, Dresdner would receive
$15,000,000 upon termination of the Leases.

The Leases may essentially be viewed as loans secured by the
Aircraft, each in the original principal amount of $17,000,000,
Mr. Zirinsky explains.  The loans amortize quarterly, with a
$71,429 principal payment and payment of accrued interest on the
declining principal balance, and with a $15,000,000 balloon at
the end of the term.

According to Mr. Zirinsky, no payments have been made with
respect to the Leases during the postpetition period, and the
next payment date is December 29, 2005.  Currently, the
Stipulated Loss Value of each Aircraft under each Lease --
representing the remaining principal amount of the debt -- is
$15,357,000.  The Leases, by their terms, may be terminated by
Northwest Airlines on the quarterly payment dates on 10 business
days' notice if it purchases the Aircraft for an amount equal to
the SLV plus amounts outstanding under the lease and related
documents.

                   Debtors to Purchase Aircraft

Under the terms of the Leases, the next date on which Northwest
Airlines may terminate the Leases is December 29, 2005, on which
Northwest Airlines would also be entitled to purchase each
Aircraft for not less than $15,357,000 apiece.

Notwithstanding, Capital Bank PLC and Goldman Sachs Credit
Partners L.P. -- as controlling parties with respect to the
Aircraft, and acting on behalf of the Participants -- have agreed
to allow Northwest Airlines to terminate the Leases now and
purchase each Aircraft for only $5,700,000.  The Participants
will direct Dresdner to sell each Aircraft and waive certain
related claims, including claims for postpetition use and
adequate protection, pursuant to the terms of an Aircraft Sale
Letter of Intent entered into by the parties.

                        Letters of Intent

As stated in the Letters of Intent, the Aircraft will be
delivered "as is, where is" without representation or warranty as
to condition or otherwise.  Dresdner will deliver the Aircraft to
the Debtors with all of its right, title and interest, free and
clear of liens, claims and encumbrances arising by, through or
under Dresdner or any other financier, including the Controlling
Parties and the Participants.

The current financiers of the Aircraft will be entitled to
unsecured claims for damages as a result of the termination of
the current financings, subject to the Debtors' rights to object
to the nature and amount of the claims.  In addition, it is a
condition precedent to the purchase of each Aircraft that the
Court approves the transactions and the execution of all
contemplated documents.

              Aircraft Are Beneficial to the Debtors

The Debtors ask Judge Allan Gropper of U.S. Bankruptcy Court for
the Southern District of New York to approve the Letters of Intent
and authorize them to enter into, perform, and implement the
contemplated transactions, including:

   (a) the purchase of each Aircraft from Dresdner;

   (b) the execution of documents, consistent with the Letters of
       Intent, that is necessary or appropriate to effectuate
       the transactions, including to terminate the leases for
       the Aircraft; and

   (c) the payment of $5,700,000 per Aircraft to Dresdner for the
       purchase of the Aircraft and in settlement of claims other
       than general unsecured claims.

Mr. Zirinsky informs Judge Gropper that the Debtors continue to
use and operate the Aircraft in regular revenue service, and the
Aircraft are beneficial to the operation of the Debtors'
businesses.  The Debtors believe that the agreement they reached
with the Controlling Parties, which allows them to purchase the
Aircraft outright for nearly two-thirds less than the amount
required under the contractual terms of the Leases, is in the
best interests of their estates, as the negotiated purchase price
accurately reflects the prevailing market for the Aircraft and
fairly resolves all administrative claims in connection with the
Aircraft.

                          *     *     *

The Court grants the Debtors' request.  All claims will be filed
by 30 days after the later of:

   (a) the closing date of the transactions; and

   (b) the applicable claims bar date established pursuant to the
       Debtors' current Chapter 11 cases.

All claims other than general unsecured claims, including without
limitation administrative expense claims for postpetition use of
the Aircraft and for adequate protection relating to the
Aircraft, will be barred.

Halifax Bank, plc, one of the parties with an interest in the
Aircraft, has sought adequate protection with respect to the
Aircraft.  The Court says Halifax's request will be deemed
withdrawn.

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


NORTHWEST AIRLINES: Assumes Joint Insurance Pact with Continental
-----------------------------------------------------------------
Northwest Airlines, Inc., maintains an Aviation Hull & Liability
Insurance, which provides general liability insurance covering
plane damage and passenger injury.  The insurance is required
under the Debtor's aircraft leases and financing commitments, as
well as under Federal Aviation Administration regulations.

Northwest Airlines cannot operate as an airline under current
legal requirements without the insurance, Gregory M. Petrick,
Esq., at Cadwalader, Wickersham & Taft LLP, in New York, relates.

Northwest Airlines purchases the insurance on a "group basis" in
conjunction with other airlines, including Continental Airlines,
Inc.  As a result of the overall size of the group purchasing,
the participating airlines receive favorable premium rates, Mr.
Petrick says.

                  Joint Insurance Agreement

In furtherance of the Aviation Hull & Liability Insurance
Program, Northwest Airlines and Continental entered into a Joint
Combined Aviation Insurance Program Agreement, dated as of
September 29, 1999.  Pursuant to the Agreement, the parties have
agreed to participate jointly in the Insurance to obtain the
beneficial premium rates arising from the joint participation.

Mr. Petrick explains that the Agreement apportions any premium
increases that may occur as a result of a loss due to a
significant increase in premium pricing.  In this fashion, the
risk of either of the parties bearing a large premium increase is
mitigated by the cost-sharing formula.

The Aviation Hull & Liability Insurance is due to be renewed for
2006.  In connection with the renewal, Northwest Airlines sought
and obtained the Court's permission to assume the Agreement with
Continental pursuant to Section 365(a) of the Bankruptcy Code.

Mr. Petrick asserts that the assumption of the Continental
Agreement will ensure that the Debtors will continue to obtain
the favorable premium rates arising from its joint participation
with Continental.  Moreover, assuming the Agreement will evidence
Northwest Airlines' commitment to Continental to remain in the
cost-sharing program contemplated by the Agreement, and the
certainty that Continental will remain committed to the program.

Northwest Airlines, with Continental's consent, will file the
Agreement under seal.  Mr. Petrick says that the disclosure of
the terms of the Agreement would harm the parties by giving their
competitors and the insurance market access to the highly
confidential and proprietary information contained.

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


NORTHWEST AIRLINES: Wants Lease Rejection Procedures Approved
-------------------------------------------------------------
Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that the Northwest Airlines Corp. and its
debtor-affiliates are parties to over 100,000 executory contracts
and leases, including:

     * non-residential real property leases,
     * equipment leases,
     * service agreements,
     * various vendor agreements for goods and services,
     * customer and distribution contracts, and
     * contracts with other third parties.

The Debtors are evaluating their contracts and leases to
determine which should be rejected as unnecessary and burdensome
to their ongoing business operations.  Thus, to streamline the
process of rejecting the unnecessary and burdensome contracts and
leases, the Debtors seek the Court's authority to apply these
Rejection Procedures:

   (a) Any Contract or Lease determined by the Debtors to be
       unnecessary and burdensome to their ongoing business
       operations will be rejected after five business days'
       written notice, sent to the significant counterparty -- at
       the last known facsimile number or address available to
       the Debtors -- and the Official Committee of Unsecured
       Creditors;

   (b) If an objection to a Rejection Notice is timely filed by a
       significant counterparty, or by the Creditors Committee,
       the Debtors will seek a hearing to consider the objection
       at the Court's earliest convenience;

   (c) Unless otherwise agreed in writing by the Debtors and
       the counterparty, the applicable contract or lease will be
       deemed rejected as of the date of the Rejection Notice,
       if:

          (i) no objections are timely received; or

         (ii) an objection is timely received, and the Court
              denies the objection; and

   (d) Claims arising out of the rejection of contracts and
       leases must be filed with the Court by the later of:

          (i) the deadline for filing proofs of claim, as
              established by the Court; or

         (ii) 30 days after the effective date of rejection.

The Debtors also request that any personal property, furniture,
fixtures, and equipment remaining at the premises subject to a
rejected real property lease be deemed abandoned to the landlord
of the premises.

Mr. Zirinsky clarifies that the proposed Lease Rejection
Procedures is not intended to address agreements regarding
aircraft and aircraft engines governed by Section 1110 of the
Bankruptcy Code.

Mr. Zirinsky also assures Judge Gropper that the Debtors' request
is procedural in nature, and that it does not purport to alter
any counterparty's substantive rights.

                         Parties Object

America Online, Inc., Time Warner Inc., and Turner Broadcasting
System, Inc., ask the Court to:

   -- require the Debtors to serve any Rejection Notice on the
      counsel of record for any counterparty in addition to or
      in lieu of its last known address; and

   -- extend the proposed period of time within which a
      counterparty may respond to any Rejection Notice.

Tiffany Strelow Cobb, Esq., at Vorys, Sater, Seymour and Pease
LLP, in Columbus, Ohio, notes that Rule 9014 of the Federal Rules
of Bankruptcy Procedure requires that "relief shall be requested
by motion and that reasonable notice be given and opportunity for
hearing be given the opposing party."

Ms. Cobb contends that five business days would not constitute
reasonable notice, particularly given the proposed requirement
that any objection be timely received by the Debtors' counsel,
the Creditors Committee, and the United States Trustee.
Moreover, the Debtors did not state any sound rationale for the
proposed, unnecessarily truncated objection period.

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


OAKWOOD HOMES: Trust Wants Court Okay on GreenPoint Settlement
--------------------------------------------------------------
The OHC Liquidation Trust -- established pursuant to the confirmed
Second Amended Joint Consolidated Plan of Reorganization of
Oakwood Homes Corporation and its debtor-affiliates -- asks the
U.S. Bankruptcy Court for the District of Delaware to approve its
settlement agreement with GreenPoint Credit, LLC.

On March 25, 2003, GreenPoint filed a claim asserting a general
unsecured claim:

    i) in a "known unliquidated" amount of $287,270; and
   ii) in a "potential unliquidated" amount of $68,211,043.

The Trust and GreenPoint have agreed to resolve all claims and
causes of action in accordance with the terms and conditions of
the settlement agreement.  The salient terms of the agreement are:

   a) the claim will be allowed as a Class 4E general unsecured,
      non-priority claim for $2.55 million;

   b) any other claims scheduled on behalf of or asserted by or on
      behalf of GreenPoint against any of the Debtors, including
      the scheduled claims, are disallowed with prejudice,
      however, that the proof of claim filed on behalf of Bank of
      America, will continue and be unaffected by the settlement
      agreement; and

   c) GreenPoint will not file any additional proofs of claim
      against the Debtors.

Furthermore, the Agreement provides for a general mutual release
that includes a release by the Trust of a preference claim;
provided, however, that GreenPoint, its successors or assigns, may
have continuing obligations, as servicer or former servicer of
Bank of America to assist and participate in pursuit of the Bank
of America Claim.

Oakwood Homes Corporation and its subsidiaries are engaged in the
production, sale, financing and insuring of manufactured housing
throughout the U.S.  The Debtors filed for chapter 11 protection
on November 15, 2002 (Bankr. Del. Case No. 02-13396).  Robert J.
Dehney, Esq., Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell, and C. Richard Rayburn, Esq., and Alfred F. Durham, Esq.,
at Rayburn Cooper & Durham, P.A., represent the Debtors.  When
the Debtors filed for protection from their creditors, they
listed $842,085,000 in total assets and $705,441,000 in total
debts.  The Court confirmed the Debtors' Joint Consolidated Plan
of Reorganization on March 31, 2004, and the Plan took effect on
April 15, 2004.  Pursuant to the confirmed Plan, all of the
Debtors' assets and businesses were sold to Clayton Homes, Inc.


OAKWOOD HOMES: Claims Objection Deadline Extended to Sept. 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Sept. 30, 2006, the period within which the OHC Liquidation
Trust -- established pursuant to the confirmed Second Amended
Joint Consolidated Plan of Reorganization of Oakwood Homes
Corporation and its debtor-affiliates -- can object to claims
filed against the Debtors.

The Liquidation Trust has worked diligently towards completing the
claims reconciliation process and maximizing the return for the
Debtors' unsecured creditors.  In total, the Liquidation Trust has
objected to approximately 10,000 claims filed against the Debtors
totaling in excess of $1 billion.

The extension will allow the Liquidation Trust to have more time
to:

   * evaluate all remaining disputed claims;
   * attempt to resolve those disputed claims; and
   * file objections to those disputed claims as necessary.

Oakwood Homes Corporation and its subsidiaries are engaged in the
production, sale, financing and insuring of manufactured housing
throughout the U.S.  The Debtors filed for chapter 11 protection
on November 15, 2002 (Bankr. Del. Case No. 02-13396).  Robert J.
Dehney, Esq., Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell, and C. Richard Rayburn, Esq., and Alfred F. Durham, Esq.,
at Rayburn Cooper & Durham, P.A., represent the Debtors.  When
the Debtors filed for protection from their creditors, they
listed $842,085,000 in total assets and $705,441,000 in total
debts.  The Court confirmed the Debtors' Joint Consolidated Plan
of Reorganization on March 31, 2004, and the Plan took effect on
April 15, 2004.  Pursuant to the confirmed Plan, all of the
Debtors' assets and businesses were sold to Clayton Homes, Inc.


OAKWOOD HOMES: Court OKs B-2 Certificateholders Settlement Pact
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement of the OHC Liquidation Trust --
established pursuant to the confirmed Second Amended Joint
Consolidated Plan of Reorganization of Oakwood Homes Corporation
and its debtor-affiliates -- with:

   -- JPMorgan Chase Bank, as trustee for:

         * OMI Trust 1998-D;
         * OMI Trust 1999-A; and
         * OMI Trust 1999-B,

   -- U.S. Bank National Association, as indenture trustee; and

   -- Class B-2 Certificateholders:

         * Academy Life Insurance Company,
         * Life Investors Insurance Company of America,
         * Monumental Life Insurance Company,
         * Peoples Benefit Life Insurance Company, and
         * Transamerica Life Insurance Company.

JPMorgan filed nine separate proofs of claim, which were later
amended, against the Debtors on behalf of the settling B-2 Holders
and separately on behalf of other Class B-2 Certificates holders
who are not a party to the Settling B-2 Holders Agreement.  The
claims arise in connection with the Debtors' guarantee of
principal and interest distributions on Class B-2 Certificates
issued by certain of the Securitization Trusts.

The Settling B-2 Holders Agreement provides that the Holders will
have allowed unsecured claims of $25.5 million, classified as
Class 4C claims.

Oakwood Homes Corporation and its subsidiaries are engaged in the
production, sale, financing and insuring of manufactured housing
throughout the U.S.  The Debtors filed for chapter 11 protection
on November 15, 2002 (Bankr. Del. Case No. 02-13396).  Robert J.
Dehney, Esq., Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell, and C. Richard Rayburn, Esq., and Alfred F. Durham, Esq.,
at Rayburn Cooper & Durham, P.A., represent the Debtors.  When
the Debtors filed for protection from their creditors, they
listed $842,085,000 in total assets and $705,441,000 in total
debts.  The Court confirmed the Debtors' Joint Consolidated Plan
of Reorganization on March 31, 2004, and the Plan took effect on
April 15, 2004.  Pursuant to the confirmed Plan, all of the
Debtors' assets and businesses were sold to Clayton Homes, Inc.


ORGANIZED LIVING: Court Confirms Chapter 11 Liquidating Plan
------------------------------------------------------------
The Honorable Charles M. Caldwell of the U.S. Bankruptcy Court for
the Southern District of Ohio, Eastern Division, confirmed
Organized Living, Inc.'s Amended Liquidating Plan of
Reorganization.

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

The Plan calls for the liquidation of all of the Debtor's
remaining assets to fund payments to its creditors.  Deposits and
refunds as well as the net proceeds of any causes of action will
fund the payments outlined in the Plan.

American Express Financial Services was appointed as Plan
Administrator on Dec. 20, 2005, the Plan's effective date.  The
Plan Administrator will be responsible, among other things, for
implementing the distribution provided under the Plan, prosecuting
causes of action and managing the wind-down of the Debtor's
business.

                       Treatment of Claims

Fleet Retail Finance Inc.'s $6.94 million secured claim against
the Debtor was fully paid on June 20, 2005, from the proceeds of
the sale of most of the Debtor's assets.  Fleet Retail's liens, to
the extent they encumber the Debtors' assets were extinguished on
the effective date.

Holders of allowed miscellaneous secured claims will receive, at
the Debtor's discretion, either:

      a) cash in full payment of the claim;

      b) the proceeds from the sale of disposition of the
         collateral securing the claim, to the extent of the
         value of their interests in the collateral;

      c) a surrender of the collateral securing the claim; or

      d) other distributions necessary to satisfy the
         requirements of the Bankruptcy Code.

Allowed priority claims were paid in full and in cash on the
effective date of the Plan.

Holders of allowed general unsecured claims are entitled to
receive a pro rata share of the estate's available cash after
payment of all other priority and secured claims.  The Debtor
estimates the recovery of general unsecured claimholders at around
12% of the amount of their claims.

The Plan Administrator will make interim distributions to the
unsecured claimholders on the last business day of the first month
following the end of each fiscal quarter.

All equity interests in the Debtor are cancelled and equity
interest holders got nothing under the Plan.

                      Causes of Action

The Debtor and the Official Committee of Unsecured Creditors are
investigating if approximately $11.5 million in payments made to
third parties within the 90 days prior to the petition date and
$34,000 in payments made to insiders within one year prior to the
petition date are avoidable.  The Plan Administrator will pursue
these investigations after the effective date.

Headquartered in Westerville, Ohio, Organized Living, Inc., --
http://www.organizedliving.com/-- is an innovative retailer of    
storage and organization products for the home and office with
stores throughout the U.S.  The Company filed for chapter 11
protection on May 4, 2005 (Bankr. S.D. Ohio Case No. 05-57620).
Tim Robinson, Esq., at Squire Sanders & Dempsey, 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.


PORTOLA PACKAGING: Registers $180 Million Sr. Notes for Resale
--------------------------------------------------------------
Portola Packaging Inc. filed a Registration Statement with the
U.S. Securities and Exchange Commission to allow the resale of its
$180 million 8-1/4% Senior Notes due 2012 by J.P. Morgan
Securities Inc. in market-making transactions.  The Company will
not receive any of the proceeds from the resale of the notes.

The Company issued the notes under the Jan. 23, 2004, Indenture
its signed with U.S. Bank National Association, as trustee.

The notes will mature on Feb. 1, 2012.  Interest began to accrue
Jan. 23, 2004, and the first interest payment date was Aug. 1,
2004.  Interest is payable to the holders of record on the Jan. 15
and July 15 immediately preceding the related interest payment
dates.

Noteholders may redeem all or a portion of the notes at any time
on or after Feb. 1, 2007.  The Company may also redeem up to 35%
of the notes using the proceeds of certain equity offerings
completed before Feb. 1, 2007.  If the Company sells certain of
its assets or experience specific kinds of changes in control, it
must offer to purchase the notes.

The notes are unsecured and rank equally with all of the Company's
existing and future senior unsecured debt and rank senior to all
its future subordinated debt.  The notes are effectively
subordinated to all of the Company's existing and future secured
debt to the extent of the value of the assets securing the debt.
The notes are guaranteed on a senior unsecured basis by the
Company's existing and future subsidiaries that guarantee the
Company's other indebtedness, including the amended and restated
senior secured credit facility with General Electric Capital
Corporation, until the guarantees of other indebtedness are
released.  The notes are structurally subordinated to all existing
and future liabilities of the Company's subsidiaries that do not
issue guarantees of the notes.

The Company does not intend to apply for listing of the notes on
any securities exchange or automated quotation system.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?400

Portola Packaging Inc. -- http://www.portpack.com/-- is a leading   
designer, manufacturer and marketer of tamper evident plastic
closures used in dairy, fruit juice, bottled water, sports drinks,
institutional food products and other non-carbonated beverage
products.  The Company also produces a wide variety of plastic
bottles for use in the dairy, water and juice industries,
including various high density bottles, as well as five-gallon
polycarbonate water bottles.  In addition, the Company designs,
manufactures and markets capping equipment for use in high speed
bottling, filling and packaging production lines.  The Company is
also engaged in the manufacture and sale of tooling and molds used
in the blow molding industry.

At Aug. 31, 2005, Portola Packaging's balance sheet showed a
$57,754,000 stockholders' deficit compared to a $46,871,000
stockholders' deficit at Aug. 31, 2004.


PRG-SCHULTZ: Closes on $10MM of Bridge Financing with Noteholders
-----------------------------------------------------------------
PRG-Schultz International, Inc. (Nasdaq: PRGX) reached an
agreement in principle with the ad hoc committee of noteholders
for the company's 4.75% Convertible Subordinated Notes due 2006 on
the terms of a financial restructuring of the Notes.  Investors
owning approximately 52% of the Notes have agreed to support the
proposed restructuring.

                        Bridge Financing

Also, the company closed on its previously announced bridge
financing with certain of the holders of the Notes and paid
November interest on the Notes within the contractual grace
period.  The bridge financing is in the amount of $10 million,
calls for monthly interest payments at the annual rate of 12%, and
has an outside maturity date of Aug. 15, 2006.

"We are on target with our plans to improve our capital
structure," James B. McCurry, PRG-Schultz's President and Chief
Executive Officer, said.  "This agreement in principle for the
restructuring of our public convertible notes, coupled with     
$10 million of bridge financing, demonstrate the support of our
major lenders to the financial restructuring process."

Under the agreement in principle, the company will offer to
exchange the $125 million of outstanding Notes for:

     * $50 million of new senior notes,

     * $60 million of new senior convertible notes, and

     * new series A convertible preferred stock having a
       liquidation preference of $15 million.

In 2011 all the new notes will mature and any shares of the
preferred stock remaining outstanding will be redeemed by the
company.

Terms of the agreement in principle include:

     -- The new senior notes will bear interest at 11%, payable
        semiannually in cash, and are callable at 104% of face in
        year 1, 102% in year 2, and at par in years 3 through 5.

     -- The new senior convertible notes will bear interest at
        10%, payable semiannually in cash or in kind, at the
        option of the company.  The new senior convertible notes
        will be convertible at the option of the holders into           
        shares of new series B preferred stock having a 10% annual
        dividend and a liquidation preference equal to the
        principal amount of notes converted.  Dividends on the new
        series B preferred stock may be paid in cash or in kind,
        at the option of the company.  The new series B preferred
        stock will be convertible at the option of the holders
        into shares of common stock at the rate of $0.65 of
        liquidation preference per share of common stock.

     -- The new series A preferred stock will have a 9% dividend,
        payable in cash or in kind, at the option of the company.  
        The new series A preferred stock will be convertible at
        the option of the holders into shares of common stock at
        the rate of $0.28405 of liquidation preference per share
        of common stock.

     -- The series A and series B preferred stock will vote with
        the company's common stock on essentially all matters
        requiring shareholder votes.  The company has the right to
        redeem the new senior convertible notes at par at any time
        after repayment of the new senior notes.  The company also
        has the right to redeem the new series A and series B
        preferred stock at the stated liquidation preference at
        any time after repayment of the new senior notes and the
        new senior convertible notes.

Immediately after completion of the restructuring, existing common
shareholders will own 54.1% of the equity of the company.  If all
the new senior convertible notes converted into series B preferred
stock immediately on completion of the restructuring, existing
common shareholders would own approximately 30% of the equity of
the company.

The company intends to accomplish the restructuring through an
exchange offer for the Notes, which is currently scheduled to
commence in mid-January, 2006.  The company will be seeking a 99%
minimum acceptance level of the Notes in the exchange offer.

In addition, as a condition to the exchange offer, the company
must refinance its senior secured bank debt and add a second lien
facility to increase liquidity.  The aggregate amount of first and
second lien debt cannot exceed $47.5 million.

Headquartered in Atlanta, PRG-Schultz International, Inc.
http://www.prgx.com/-- is the world leader in recovery auditing   
and a leading profit improvement firm, providing clients
throughout the world with insightful value to optimize and
expertly manage their business transactions.  Using proprietary
software and expert audit methodologies, PRG industry specialists
review client purchases and payment information to identify and
recover overpayments.

                          *     *     *

                       Material Weaknesses

Based upon an evaluation on the effectiveness of the company's
disclosure controls and procedures, the management concluded that
a material weakness in its internal controls exists relating to
revenue and the reserve for estimated refunds. The material
weakness, as originally reported in the company's Annual Report on
Form 10-K/ A for the year ended December 31, 2004, related to
ineffective oversight and review over revenue and the reserve for
estimated refunds.

In the quarter ended June 30, 2005, management made significant
progress in remediating certain aspects of the deficiencies found,
specifically in the training of affected personnel and the
improvement of the amount and quality of evidence gathered to
calculate the reserve for estimated refunds.  However, other
aspects of the deficiencies found are still in the remediation
process and appear to constitute a material weakness.

A material weakness in internal control over financial reporting
is a significant deficiency, or combination of significant
deficiencies, that result in a more than remote likelihood that a
material misstatement of the annual or interim financial
statements will not be prevented or detected.

There were no changes in the company's internal control over
financial reporting identified that occurred during the quarter
ended June 30, 2005, that have materially affected, or are
reasonably likely to materially affect, the Company's internal
control over financial reporting.

The company reported a second material weakness in its Annual
Report on Form 10-K/ A for the year ended Dec. 31, 2004, relating
to insufficient oversight and review of the company's income tax
accounting practices.  In the quarter ended March 31, 2005, the
company established and implemented additional review steps by
management to detect errors in the calculation and roll forward of
its tax assets and valuation allowances.  Management believes
these new procedures, and performance of the procedures, have
effectively remediated this material weakness.


PROTOCOL SERVICES: Court Confirms Chap. 11 Plan of Reorganization
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
confirmed at a hearing on Dec. 22, the Fourth Amended Joint Plan
of Reorganization filed by Protocol Services, Inc., and its
debtor-affiliates.

The Debtors filed their Fourth Amended Joint Plan and an
accompanying Fourth Amended Disclosure Statement on Nov. 23, 2005.

               Summary of Fourth Amended Plan

1) Holders of allowed administrative claims, allowed priority tax
   claims and allowed other priority claims will be paid in full
   as required by the Bankruptcy Code, unless otherwise agreed by
   the holders of those claims.

2) Holders of allowed senior secured claims, totaling
   approximately $120.5 million, will:

   a) share in the New Senior Tranch A Notes and the New
      Subordinated Tranche B Notes, 60% of the New Protocol
      Common Stock and subject to dilution for the New Management
      Incentive Plan and the turnover of the Redistributed Stock
      to the Mezzanine B Lenders, and

   b) receive restructuring fees in cash totaling $850,000 and
      payment of professional expenses and fees incurred by the
      Senior Lenders and not previously reimbursed by the
      Debtors.

3) Holders of allowed Mezzanine A claims, totaling approximately
   $61.7 million, will share in 40% of the New Protocol Common
   Stock together with holders of allowed Mezzanine B claims and,
   subject to dilution for the New Management Incentive Plan,
   receive cash totaling $260,000 and payment of the professional
   expenses and fees incurred by those Mezzanine A Lenders and
   not previously reimbursed by the Debtors.  

4) Holders of allowed Mezzanine B claims, totaling approximately
   $34.6 million, will share in 40% of the New Protocol Common
   Stock together with holders of allowed Mezzanine B claims and,
   subject to dilution for the New Management Incentive Plan,
   receive the Redistributed Stock and restructuring fees
   totaling $140,000 and payment of the professional expenses
   and fees incurred by those Mezzanine B Lenders and not
   previously reimbursed by the Debtors.  

5) Holders of allowed general unsecured claims, totaling   
   approximately $14.5 million, will receive pro rata beneficial
   interests in the Unsecured Creditors' Trust, which will be the
   recipient of the New Unsecured Note amounting to $1.2 million.

6) Holders of allowed convenience class claims will receive the
   lesser of 25% of the allowed amount of those claims and their
   pro rata share of $800,000.

7) Old protocol common stock and other interests will be
   cancelled on the effective date of the Amended Plan and will
   not receive or retain any property under the Plan.

A full-text copy of the redlined version of the Fourth Amended
Disclosure Statement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=051129005830  

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

Headquartered in Deerfield, Illinois, Protocol Services, Inc., and
its subsidiaries offers agency services, database development and
management, data analysis, direct mail printing and lettershops,
e-marketing, media replication, and inbound and outbound
teleservices.  Protocol has offices and operations in California,
Colorado, Illinois, Louisiana, Florida, Michigan, North Carolina,
New York, Massachusetts, Connecticut and Canada and employs over
4,000 individuals.  The Company and its affiliates -- Protocol
Communications, Inc., Canicom, Inc., Media Express, Inc., and
3588238 Canada, Inc. -- filed for chapter 11 protection on July
26, 2005 (Bankr. S.D. Calif. Case Nos. 05-06782 through 05-06786).  
Bernard D. Bollinger, Jr., Esq., and Jeffrey K. Garfinkle, Esq.,
at Buchalter, Nemer, Fields & Younger, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.


REMOTE DYNAMICS: BDO Seidman Issues Going Concern Qualification
---------------------------------------------------------------
BDO Seidman LLP issued an audit report for the fiscal year ended
Aug. 31, 2005, which expressed an unqualified opinion but included
an explanatory paragraph concerning Remote Dynamics, Inc.'s
(Nasdaq:REDI) ability to continue as a going concern.  The
auditing firm cited the company's history of recurring losses from
operations and negative cash flows from operating activities.

For the year ended Aug. 31, 2005, the company reported a
$15,663,000 net loss on $920,000 of revenues.

At Aug. 31, 2005, the company's balance sheet showed $21,706,000
in total assets and $12,263,000 in total liabilities, which
resulted in $5901,000 of positive stockholders' equity.

Cash flows from operating activities during the year ended     
Aug. 31, 2005, incurred a net loss of $15,663,000.

Based in Richardson, Texas, Minorplanet Systems USA, Inc., nka
Remote Dynamics, Inc. -- http://www.minorplanetusa.com/--   
develops and implements mobile communications solutions for
service vehicle fleets, long-haul truck fleets and other    
mobile-asset fleets, including integrated voice, data and position
location services.  Minorplanet, along with two affiliates, filed
for chapter 11 protection (Bankr. N.D. Texas, Case No. 04-31200)
on February 2, 2004.  Omar J. Alaniz, Esq., and Patrick J.
Neligan, Jr., Esq., at Neligan Tarpley Andrews and Foley LLP,
represent the Debtors in their restructuring efforts.  When
Minorplanet filed for bankruptcy, it estimated assets and debts at
$10 million to $50 million.  The Court confirmed the Debtors'
Third Amended Joint Plan of Reorganization on June 17, 2004.


REMY INTERNATIONAL: Completes New $80 Million Financing
-------------------------------------------------------
Remy International, Inc., successfully completed an $80 million
term loan financing as part of an amendment to the Company's
senior secured credit facility.  

The net proceeds from the term loan were used to pay down existing
revolving loans under the Company's existing revolving credit
facility, thereby providing incremental liquidity to the Company.  
The term loan matures on June 30, 2008.

"We are very pleased that the credit markets have responded
favorably to our proposal, showing confidence in our plans for
moving forward," Tom Snyder, Chief Executive Officer, said.

Raj Shah, Chief Operating Officer, also commented, "Our increased
liquidity provides us with greater flexibility in implementing the
initiatives begun in 2005 to improve our competitiveness and
financial performance.  Our actions include significant cost
reductions at the manufacturing level, driven by plant and product
rationalization, customer price increases, and substantial
administrative and other overhead reductions.  Meanwhile, we
continue to invest in product technology to support the launches
of awarded programs that drive our global growth."

Headquartered in Anderson, Indiana, Remy International, Inc.,
manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators, diesel
engines, locomotive products and hybrid power technology.   The
Company also provides a worldwide components core-exchange service
for automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy was
formed in 1994 as a partial divestiture by General Motors
Corporation of the former Delco Remy Division, which traces its
roots to Remy Electric, founded in 1896.

At Sept. 30, 2005, Remy International's balance sheet showed a
$261,707,000 stockholders' deficit, compared to a $202,600,000
deficit at Dec. 31, 2004.


RESIDENTIAL FUNDING: Fitch Raises Rating on Class B-2 Certificates
------------------------------------------------------------------
Fitch has taken rating actions on these Residential Funding
Mortgage Securities II, Inc. issue:

   Series 1998-HI2

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

The mortgage loans consist of a pool of residential, closed-end,
junior-lien, fixed-rate home improvement and debt consolidation
loans.  The loans are secured primarily by owner-occupied, one-to
four-family residences.  All of the loans were acquired or
purchased by Residential Funding Corp., an indirect, wholly owned
subsidiary of GMAC Mortgage Group.  90% of the loans are serviced
by GMAC Mortgage Corporation, while the remaining loans are
serviced by Master Financial.  GMAC-RFC serves as the master
servicer.

As of the Dec. 25 distribution date, the deal was seasoned 90
months and had a pool factor of approximately 3.5%.  The
cumulative loss to date as a percentage of the initial pool
balance is approximately 8.924%.

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$8.9 million of outstanding certificates.

The upgrades reflect an improvement in the relationship between
expected losses and credit enhancement and affect approximately
$5.2 million in outstanding certificates.  The CE levels for all
of the upgraded classes have at least doubled the original levels.
Delinquencies levels have remained low and monthly losses have
generally been covered by the excess spread.  The
overcollateralization target level is at its floor and is expected
to remain at this level.  In addition, the deal has benefited from
the recovery of previously reported losses.

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


ROYAL GROUP: Can Access Up to $312.5M in Operating Credit Facility
------------------------------------------------------------------
Royal Group Technologies Limited (RYG: TSX; NYSE) reported that
its banking syndicate has agreed to provide an extension of the
Company's current operating credit facility.  

The credit facility allows Royal Group access to up to
$312.5 million of operating credit, subject to security
availability.  The extension will mature on Dec. 31, 2006, with
the only significant changes to financial covenants being
EBITDA/Interest Coverage reducing from 5.0:1 to 4.5:1, and
tangible net worth reducing from $1.05 billion to $850 million.

Royal Group also advised that the previously announced process to
solicit bids for the Company is expected to continue into early
2006.  At this time, a firm offer to acquire the company has not
been received and there can be no assurance that such an offer
will be received or a transaction completed.

Commenting on the extension of the operating credit facility,
Lawrence J. Blanford, Royal Group's President and CEO noted that,
"it will allow us the flexibility to arrange a more permanent
facility, pending the outcome of the sale process".  Mr. Blanford
added that, "an offer to purchase the excess real estate noted in
last week's news release has now been accepted, with proceeds of
$40 million expected in early 2006, which will give us additional
liquidity".  "We have now successfully completed the fourth
element of our Management Improvement Plan, the arrangement of
suitable operating financing", concluded Mr. Blanford.

Royal Group Technologies Limited -- http://www.royalgrouptech.com/         
-- manufactures innovative, polymer-based home improvement,  
consumer and construction products.  The company has extensive  
vertical integration, with operations dedicated to provision of  
materials, machinery, tooling, real estate and transportation  
services to its plants producing finished products.  Royal Group's  
manufacturing facilities are primarily located throughout North  
America, with international operations in South America, Europe  
and Asia.  

                       *      *      *  

As reported in the Troubled Company Reporter on May 11, 2005,  
Standard & Poor's Ratings Services lowered its long-term
corporate  credit and senior unsecured debt ratings on Royal
Group Technologies Ltd. to 'BB' from 'BBB-'.  At the same time,
Standard & Poor's removed its ratings on Royal Group from
CreditWatch, where they were placed with negative implications
Oct. 15, 2004.  S&P said the outlook is currently negative.


SAINT VINCENTS: Submits Protocol to Resolve Malpractice Claims
--------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates explained at a hearing in October 2005 that they
needed additional time to analyze and develop a course of action
for dealing with each of the medical malpractice claimants in
light of the Debtors' multi-layered, and to a meaningful extent,
self-insured, professional liability insurance programs.

The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York directed the Debtors to submit a
report describing their various insurance programs to assist the
parties and the Bankruptcy Court in understanding the complexities
of these programs.  Accordingly, the Debtors filed an Insurance
Report on November 2, 2005.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, points out that because, as detailed in the Insurance
Report:

     (i) there are substantial amounts of self-insurance in the
         Debtors' insurance programs;

    (ii) the Debtors' own insurance is the same insurance
         covering certain of their practitioners; and

   (iii) the Debtors sustain the financial responsibility to
         purchase insurance for certain other practitioners,

the impact of a uniform approach for dealing with lift stay
requests to permit either the liquidation of malpractice claims,
or the collection of liquidated malpractice claims from available
insurance proceeds is not easy to evaluate.

Mr. Rapisardi notes that the Debtors are trying to develop a
program that balances the understandable desire of the Medical
Malpractice Claimants to proceed with their actions and the
Debtors' current expenditure of estate assets on the liquidation
of claims, as well as other competing concerns.  The Debtors
expect that they will be in a position to report on the viability
of the approach that they are considering or to suggest an
alterative approach by the omnibus hearing in December.

The Debtors explain that the approach they are evaluating
categorizes potential malpractice claims into three and provides
for various means to liquidate the claims:

   (1) Category One

       To the extent any medical malpractice claim applies
       against a policy year for which there is available third-
       party commercial, primary layer, professional liability
       insurance coverage, pursuant to which the third-party
       provider is paying for the Debtors' relevant defense
       costs, the stay may be lifted to allow the Medical
       Malpractice Claimants to proceed to judgment or settlement
       and collection without the need for further Court action.
       However, the Medical Malpractice Claimant will limit his
       claim against the Debtors or against covered practitioners
       to the Debtors' Primary Insurance and otherwise waive all
       claims against the Debtors' estates and those
       practitioners.  Thus, the Medical Malpractice Claimants
       who elect this option will not be permitted to file a
       further proof of claim in the Debtors' Chapter 11 cases,
       or otherwise seek to recover from the Debtors' estates any
       claim arising from, or related to, the Medical Malpractice
       Claimants' action.

   (2) Category Two

       To the extent that the Debtors' defense costs are being
       paid by a Primary Insurance provider, any Medical
       Malpractice Claimant who opts not to limit his claim to
       Primary Insurance pursuant to Category One may only
       proceed with his action to the extent that it liquidates
       the Medical Malpractice Claim.  The automatic stay will
       otherwise continue to apply to any attempt by a Medical
       Malpractice Claimant to then enforce or collect any
       resulting judgment or settlement from insurance or
       otherwise, subject to further Court order.

   (3) Category Three

       To manage situations where (i) no third-party Primary
       Insurance provider covers the Debtors' litigation costs,
       (ii) there is no Primary Insurance at all, or (iii) the
       Primary Insurance policy year aggregates have been
       exceeded in the Debtors' Manhattan, Staten Island, and
       Westchester regions, the Debtors propose implementing a
       compulsory mediation program to liquidate the claims.

The Debtors have developed the concepts of each Category and
drafted forms of stipulation for Categories One and Two and a
form of order pertaining to Category Three.  The Form of Order
for Category Three will continue the automatic stay in place for
cases pertaining to the Debtors' Brooklyn and Queens hospitals or
where no third party insurance provider is covering the Debtors'
litigation costs.  The stay will apply indefinitely until the
time the Court approves the details of a compulsory mediation
program the Debtors intend to develop and submit as a means to
liquidate these claims.  The Debtors intend to present the
compulsory mediation program for Court approval by February 28,
2006.

A full-text copy of the Category One Stipulation is available at
no charge at http://ResearchArchives.com/t/s?3f9
   
A full-text copy of the Category Two Stipulation is available at
no charge at http://ResearchArchives.com/t/s?3fa

A full-text copy of the form of order for Category Three claims
is available at no charge at http://ResearchArchives.com/t/s?3fc

The Debtors reserve their rights to further evaluate any
potential impacts of the procedures, to formulate additional
scenarios in addition to or in lieu of these and, if necessary,
to propose an entirely different methodology for addressing the
universe of medical malpractice claims.  The Debtors further
reserve the right to modify the procedures, even if these
procedures ultimately are adopted, to the extent appropriate or
fair in connection with any plan of reorganization.  The
treatment of any claim liquidated pursuant to these procedures
will be addressed in a plan of reorganization.

The Debtors want these procedures, once adopted, to apply to all
lift stay requests relating to medical malpractice actions.

The Debtors believe that they have made substantial progress
toward developing a systematic approach to liquidating
malpractice claims in the context of the bankruptcy case, but
require additional time to confirm that the systematic approach
they are considering best serves their estates and their various
constituents.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 17; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SALOMON BROS: Fitch Junks Rating on Class BF-4 Certificates
-----------------------------------------------------------
Fitch has taken rating actions on Salomon Brothers Mortgage
Securities VII mortgage pass-through certificates, series     
2001-UP2:

   Series 2001-UP2 Group 1:

     -- Classes AF-1, AF-2, and PO affirmed at 'AAA';
     -- Class BF-1 affirmed at 'AAA';
     -- Class BF-2 affirmed at 'AA';
     -- Class BF-3 affirmed at 'BBB';
     -- Class BF-4 downgraded to 'CCC' from 'B';
     -- Class BF-5 remains at 'C'.

   Series 2001-UP2 Group 2:

     -- Class AV affirmed at 'AAA';
     -- Class BV-1 affirmed at 'AA';
     -- Class BV-2 affirmed at 'A';
     -- Class BV-3 affirmed at 'BB';
     -- Class BV-4 remains at 'CC';
     -- Class BV-5 remains at 'C'.

The affirmations, affecting $35.09 million of debt, reflect credit
enhancement consistent with future loss expectations.  The
downgrade is the result of poor collateral performance and the
deterioration of asset quality beyond original expectations, and
affect $775,792 of outstanding certificates.

The series 2001-UP2 comprise 30-year fixed-rate and 15-year
adjustable-rate, fully amortizing mortgage loans.  As of the
November 2005 distribution, the 2001-UP2 mortgage pool is 51
months seasoned.  The current pool factors for Group 1 and Group 2
are 10% and 29%, respectively.  The current pool balance of Group
1 is $30.44 million and there are 573 mortgage loans remaining.  
The 90-plus delinquencies represent 6.99% of the mortgage pool;
foreclosures and real estate owned represent 2.22% and 0.88%,
respectively.  The current pool balance of Group 2 is $5.81
million and there are 122 loans remaining.  The 90-plus
delinquencies represent 2.37% of the mortgage pool, foreclosures
represent 2.37%.  There are no loans in the REO bucket. Groups 1
and 2 are not cross-collateralized.  The Group 1 pool is further
subdivided into two sub-groups, IA and IB, which are not fully
cross-collateralized, but which do in certain circumstances
provide limited cross-support.

The mortgage loans are being serviced by Union Planters PMAC, Inc.

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


SALON MEDIA: Gets $250K from Sale of Preferred Shares & Warrants
----------------------------------------------------------------
Salon Media Group, Inc., raised $250,800 from the sale of 209
shares of Series D-3 preferred stock and warrants to purchase
404,516 shares of Salon's common stock to Nancy and Timothy
Armstrong.

The Series D-3 preferred stock is priced at $1,200 per share.  The
warrant has an exercise price of $0.5405 per share.  

The funds received will be used for working capital and other
general corporate purposes.

The securities were issued to an "accredited investor" as that
term is defined in Rule 501(a) under the Securities Act of 1933
and pursuant to an exemption from the registration requirements
of the Securities Act of 1933 set forth in Section 506 of
Regulation D.

                   Series D-3 Preferred Stock

The 209 shares of Series D-3 preferred stock issued are
convertible into, and have the voting rights of, approximately
2.7 million shares of the Company's common stock.  Following the
transaction, the Company's total outstanding common stock,
including shares of common stock issuable upon conversion of the
shares of preferred stock, all with voting rights, is
approximately 200.2 million shares.

The Series D-3 preferred stock is convertible into the Company's
at the conversion rate determined by dividing the Series D-3
preferred stock per share price of $1,200 by the Series D-3
conversion price of $0.093.  The Series D-3 preferred stock
conversion price is subject to downward adjustment in the event of
certain subsequent Company stock issuances.

                           Warrants

The warrants issued may be exercised at any time until Dec. 21,
2008.  In the event of a change in control within the exercise
period, the Company will give the warrant holders 30 days advance
notice of the effective date of the transaction, and to the extent
the warrant has not been exercised in full by the effective date
of the transaction, the warrant will terminate.  The exercise
price of the warrant may be adjusted downward in the event of
certain subsequent Company stock issuances.  In the event of
exercise, the resulting shares of common stock may not be sold, or
offered for sale for a one-year period.

Founded in 1995, Salon Media Group, Inc., is an Internet
publishing company.  

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on July 27, 2005,
Burr, Pilger & Mayer LLP, expressed substantial doubt about Salon
Media Group, Inc.'s ability to continue as a going concern after
it audited the Company's financial statements for the year ended
March 31, 2005.  The firm points to the Company's losses from
operations and working capital deficit.  The Company previously
received a going concern opinion in its 2004 financial statements
from PricewaterhouseCoopers LLP.


SAV-ON LTD: Hires Corporate Revitalization as Consultants
---------------------------------------------------------
Sav-On Ltd. asks the U.S. Bankruptcy Court for the Northern
District of Texas for authority to employ Corporate Revitalization
Partners, LLC, as its reorganization consultants.

Corporate Revitalization will:

     a) assist the Debtor in the preparation of financial related
        disclosures required by the Court, including the
        Schedules of Assets and Liabilities, the Statement of
        Financial Affairs and Monthly Operating Reports;

     b) assist the Debtor with information and analyses required
        pursuant to the Debtor's Debtor-in-Possession financing
        including, but not limited to, preparation for hearings
        regarding the use of cash collateral and DIP financing;

     c) assist in the identification and implementation of   
        short-term cash management procedures;

     d) provide advisory assistance in the development and
        implementation of key employee retention and other
        critical employee benefit programs;

     e) assist and advice the Debtor in the identification of core
        business assets, disposition of assets or liquidation of
        unprofitable operations;

     f) assist in the identification of executory contracts and
        leases and performance of cost/benefit evaluations with
        respect to the affirmation or rejection of each;

     g) assist with regards to the valuation of the present level
        of operations and identification of areas of potential
        cost savings, including overhead and operating expense
        reductions and efficiency improvements;

     h) assist in the preparation of financial information for
        distribution to creditors and others, including, but not
        limited to, cash flow projections and budgets, cash
        receipts and disbursement analysis, analysis of various
        asset and liability accounts, and analysis of proposed
        transactions for which Court approval is sought;

     i) attend meetings and assist in discussions with potential
        investors, banks and other secured lenders, creditors, the
        Creditors' Committee appointed by these Chapter 11 Cases,
        the U.S. Trustee, other parties in interest and
        professionals hired by the same, as requested;

     j) assist in the analysis of creditor claims by type, entity,
        and individual claim;

     k) assist in the preparation of information and analysis
        necessary for the confirmation of a Plan of Reorganization   
        in these Chapter 11 Cases;

     l) assist in obtaining exit financing to support confirmation
        of a Plan of Reorganization;

     m) assist with any form of sale process including the
        preparation of information packages, due diligence
        information, due diligence rooms, and support to the
        prospective buyers during their evaluation and diligence
        process; and

     n) provide other general business consulting services or
        other assistance as Debtor's management or counsel may
        deem necessary that consistent with the role of a
        restructuring advisor and not duplicative of services
        provided by other professionals in this proceeding.

Robert A. Carringer, a Managing Partner at Corporate
Revitalization, discloses that he will bill $350 per hour for his
services and Brad Walker, a member at Corporate Revitalization,
will bill $325 per hour for his services.  Mr. Carringer further
discloses that the Firm's professionals bill:

             Professional                Hourly Rate
             ------------                -----------
             Managing Partners           $300 - $450
             Partners                    $250 - $325
             Associates                  $150 - $200

Mr. Carringer assures the Court that his Firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Dallas, Texas, Sav-On, Ltd., operates 37 retail
and commercial stores that sell a wide range of standard office
supplies and products predominantly in small towns located in
Texas, New Mexico, Colorado, Oklahoma, Louisiana, Tennessee and
Alabama.  The Debtor filed for chapter 11 protection on Nov. 19,
2005 (Bankr. N.D. Tex. Case No. 05-86875).  Donald R. Rector,
Esq., at Glast Phillips & Murray, PC, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $7,844,155 and total
debts of $14,971,386.


SCRIP ADVANTAGE: To File for Chapter 11 Protection in California
----------------------------------------------------------------
Scrip Advantage, Inc., a publicly-traded Nevada corporation,
reported on Dec. 28, 2005, that its Board of Directors and that of
its wholly owned California subsidiary, Scrip Advantage, Inc.,
have determined to reorganize the company by filing with the U.S.
Bankruptcy Court for the Central District of California, to become
a "debtor in possession" under the United States Bankruptcy Code.
The move is intended to protect the companies from the potential
claims of creditors and others while attempting to raise financing
and salvage the business for the benefit of all of its creditors
and, to the extent possible, its shareholders.

In anticipation of its reorganization, the company is taking steps
to merge the operating subsidiary into the parent company, in
order to create greater administrative efficiencies and reduce
franchise tax obligations.

                     Executive Changes

John Coyle, the companies' former President and Chief Executive
Officer was terminated from those positions effective Dec. 15,
2005, and was succeeded by his brother, Robert Coyle, whom it is
intended will continue to run the company once in Chapter 11.  
John Coyle has also resigned from the Boards of Directors of both
the Nevada and California corporations, and it was accepted by the
remaining members of these Boards.

The vacancy caused by John Coyle's resignation was filled by an
outside director, Jeffrey Hensley, of Fresno, California, who has
extensive experience working with both for profit and not for
profit corporations, and as a turnaround consultant for numerous
companies, by virtue of his experiences operating his own
consulting services company, Hensley Associates, which he has
owned since 1986.  Emory Wishon, Chairman of the Board of
Directors of Scrip Advantage, commented, "We are extremely happy
to have Jeff Hensley join our Board.  His particular expertise in
advising turn-around companies, together with his long history of
working with non-profit organizations, which are the mainstay of
our business and revenue models, make him uniquely qualified to
help us through this difficult period."  Mr. Hensley graduated
from Saint Mary's College, Moraga, CA in 1970 with a Bachelor
degree.

                  Bankruptcy Preparations

In order to ready itself for the planned filing in Bankruptcy
Court, the company has engaged the Fresno-based law firm of Walter
& Associates, which specializes in advising insolvent
corporations.  It has also engaged the services of Westwood
Capital, LLC as its exclusive financial advisor with respect to
the restructuring, reorganization or recapitalization of the
company.  Westwood Capital is a New York-based investment banking
firm.  Westwood Capital will be assisting the company in
identifying debtor-in-possession financing, assuming that the
Court will grant the company's application for debtor in
possession status.

Scrip Advantage currently plans to make its Chapter 11 filing in
early January 2006.

Headquartered in Fresno, California, Scrip Advantage, Inc., is a
specialized marketing company whose primary business is the sale
of gift certificates a discount to face value to non-profit
organizations, primarily parochial schools and sports leagues, for
their fundraising efforts.  SAI's customers have comprised up to
almost 4,000 non-profit organizations -- churches, schools, sport
leagues and community-based organizations.  SAI launched in
February 1999 and exhibited a compound annual growth rate of 90%
from June 2000 through 2004 when its annualized revenue approached
$200 million.


TAK CHIN: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Tak Hing Chin
        wwi Bo Sheung Chin
        dba Palace of China
        12586 Corliss Avenue North
        Seattle, Washington 98133

Bankruptcy Case No.: 05-30668

Chapter 11 Petition Date: December 22, 2005

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Marc S. Stern, Esq.
                  1825 Northwest 65th Street
                  Seattle, Washington 98117
                  Tel: (206) 448-7996

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Dora Chin                                        $30,000
Mercer Island
Bellevue, WA

Kirby Chin                                       $30,000
Mercer Island
Bellevue, WA

Chrysler Financial                               $19,754
P.O. Box 23500
Tigard, OR 97281

Discover Financial Svs. LLC                       $4,571

CBUSASEARS                                        $2,198

CAP One Bk.                                       $1,625

I C System Inc.                                     $869

FNB Omaha                                           $821

I C System Inc.                                     $583

Bay Area Credit Service                             $559


UNITED RENTALS: NYSE Extends Financial Filing Deadline to March 31
------------------------------------------------------------------
United Rentals, Inc. (NYSE: URI) received an extension for
continued listing and trading on the New York Stock Exchange until
Mar. 31, 2006.  

The company will have until that date to file its Dec. 31, 2004
Form 10-K with the Securities and Exchange Commission.  If the
company does not make this filing by Mar. 31, 2006, the NYSE will
initiate suspension and delisting procedures. The extension is
subject to review by the NYSE on an ongoing basis.

United Rentals, Inc. -- http://www.unitedrentals.com/-- is the  
largest equipment rental company in the world, with an integrated
network of more than 740 rental locations in 48 states, 10
Canadian provinces and Mexico.  The company's 13,500 employees
serve construction and industrial customers, utilities,
municipalities, homeowners and others.  The company offers for
rent over 600 different types of equipment with a total original
cost of $3.96 billion.  United Rentals is a member of the Standard
& Poor's MidCap 400 Index and the Russell 2000 Index(R) and is
headquartered in Greenwich, Connecticut.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2005,
Moody's Investors Service confirmed the ratings of United Rentals
(North America) Inc. and its related entities; Corporate Family
Rating at B2 and Speculative Grade Liquidity Rating at SGL-3.  The
rating outlook is negative. The confirmation concludes a review
for possible downgrade that was initiated on July 14, 2005 related
to risks associated with ongoing accounting investigations at the
company.


USGEN NEW ENGLAND: TransCanada Finally Agrees to Deposition
-----------------------------------------------------------
The Hon. Paul Mannes of the U.S. Bankruptcy Court for the District
of Maryland has directed TransCanada Pipelines Limited to answer
in full USGen New England, Inc.'s interrogatories in relation to
the discovery of TransCanada's claim.

TransCanada previously filed a proof of claim against USGen for
more than $712 million in rejection damages under a contract for
the transportation of natural gas along TransCanada's pipeline.  

             TransCanada Opposes Deposition Notice

David W. Elrod, Esq., at Elrod, PLLC, in Dallas, Texas, argued
that USGen's notice to take deposition of representative of
TransCanada fails to comply with the standards set by the Federal
Rules of Bankruptcy Procedure and the Federal Rules of Civil
Procedure because:

   a. The Notice attempts to require TransCanada to produce a
      corporate representative to testify regarding its
      compliance with the Order on USGen's request more than a
      week before compliance was due;

   b. The Notice attempts to require the produce documents in
      less than the time required by Rule 34 of the Federal Rules
      of Civil Procedure;

   c. The Notice purports to require testimony and document
      production regarding privilege matters; and

   d. The Notice fails to set forth a complete list of topics on
      which examination will be conducted, thereby failing to
      describe the subject matter on which examination is
      requested with reasonable particularity.

Mr. Elrod assures the Court that at an appropriate time, USGen
may depose a representative of TransCanada regarding the facts of
document search and production efforts if there is any need to do
so.

Notwithstanding, Mr. Elrod believes that the deposition should be
quashed.

                        *     *     *

               TransCanada Gives In to Deposition

TransCanada has agreed to make a corporate representative
available for deposition on a mutually agreeable date.  As for
privilege objections, TransCanada will simply assert them at the
deposition to any objectionable questions.

Thus, the issues raised by TransCanada's objection to the
deposition notice are now resolved.


VARIG S.A.: Court Orders $18.3 Mil. Paid to Aircraft Lessors
------------------------------------------------------------
As previously reported in the Troubled Company Reporter, Central
Air Leasing Limited, Wells Fargo Bank Northeast, N.A., Ansett
Worldwide Aviation, U.S.A and its affiliated or related
corporations, and the Boeing Company asked for the removal of the
preliminary injunction to give the Foreign Debtors time to close
the sale of Varig Logistica S.A. to MatlinPatterson Global
Advisors, LLC.

           Aircraft Lessors Want Injunction Terminated

In addition, several aircraft lessors objected to any further
extension of the Preliminary Injunction:

   -- U.S. Bank Trustees;
   -- Ansett Lessors;
   -- GATX Capital; and
   -- Aircraft SPC-6.

GATX Capital argues that the Foreign Debtors have failed to
remain current on their rental and maintenance reserve payments.  
Furthermore, the Foreign Debtors' recuperation is not progressing
as expected, therefore, there is little assurance of their
ability to perform their obligations under the GATX Leases.

The U.S. Bank National Association, U.S. Bank Trust National  
Association, Wells Fargo Bank Northwest, N.A., and Wells Fargo  
Bank National Association, as trustees under certain aircraft  
leased to the Debtors, complain that the assurances made by the
Foreign Debtors have not been met.  VARIG, S.A, remains in
default of its obligations regarding basic and supplemental rent
and has posted a $175,000,000 loss for the third quarter.  In
addition, the Foreign Debtors' new management has not weighed in
to date on a commitment to proper treatment of aircraft lessors.

Ansett Worldwide Aviation, U.S.A., AWMS I, AWMS II, Ansett
Worldwide Aviation Limited, and Ansett Worldwide Aviation Sales
Limited believe that the recent removal of the Foreign Debtors'
top level management officials reveals the Foreign Debtors'
inability to present a meaningful restructuring plan.  The Plan,
as developed by the previous management, lacked detail and has
not been modified by the new management.  Quite simply, no one
can anticipate who will control the Foreign Debtors, what plan
will ultimately be proposed, and whether such a plan will be
successful.

The Ansett Lessors also observed that the date for the
implementation of a plan, or alternatively, liquidation of the
Foreign Debtors is a moving target.  The Brazilian Bankruptcy
Court unilaterally announced a change in the deadline for
reorganization of the Foreign Debtors from December 19, 2005, to
January 8, 2006.

In addition, the Ansett Lessors note that Brazilian Judge Marcia
Cunha, as well as representatives of the Foreign Debtors,
appeared in the U.S. Court and did not indicate during their
appearances that the Court was proceeding under any
misapprehension with regard to the schedule.  Thus, in evaluating
the risks to the aircraft lessors, the Court was given an
incorrect deadline as one of its most important assumptions.

The Ansett Lessors further believe that their property is still
being cannibalized.  The increase in the losses caused by
cannibalization during the period after November 9, 2005, is
$7,000,000.

Aircraft SPC, Inc., says that negative developments in Brazil are
one of the reasons why the Preliminary Injunction should be
terminated.  According SPC-6, VARIG has shown no ability to
sustain itself and no reason why its lessors should continue
footing the bill.

                  Foreign Representatives Respond

Vicente Cervo and Eduardo Zerwes, the Foreign Representatives of
the VARIG Debtors, argue that the Debtors have "diligently
complied with each of the requirements established by the Amended
Preliminary Injunction Order."

Rick B. Antonoff, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in New York, points out that the $62,000,000 in proceeds from the
sale of Varig Logistica S.A., and Varig Manutencao e Engenharia
have been paid pro rata to the lessors.

In addition, the Foreign Debtors have entered into a preliminary
agreement with Banco Efisa, a Brazilian bank, for the sale of
$30,000,000 of the Foreign Debtors' credit card receivables.  The
Foreign Debtors have committed a portion of the sale proceeds to
pay the lessors and to apply the remainder the purchase price to
further reduce the lessors' postpetition arrearages.

Although the Foreign Debtors have not yet been able to make
additional payments to the lessors from their cash flow, Mr.
Antonoff says December to March are the Foreign Debtors' "high
season," and they anticipate substantial excess cash flow that
will enable them to remain current with the lessors, particularly
with the addition of six airplanes returned to service.

Moreover, there has been no suggestion that the New Bankruptcy
Law of Brazil unduly prejudices or inconveniences claimholders in
the United States in the processing of claims.  According to Mr.
Antonoff, there are significant protections for aircraft lessors
under the NBRL if the Brazilian Court or the Judicial
Administrator concludes that reorganization is not feasible and
that the restructuring proceedings should be converted to
bankruptcy proceedings.  However, neither the Brazilian Court,
nor the Judicial Administrator has made such a determination and
the Foreign Debtors believe that reorganization is feasible.

Similarly, there has been no valid allegation that property of
the Foreign Debtors' estates is being disposed of preferentially
or fraudulently, Mr. Antonoff says.

Mr. Antonoff relates that starting Nov. 15, 2005, representatives
of AWAS, met with Paulo Rossi, VARIG's Director of Purchasing and
Contracts, to discuss the draft contingency plan for the return
of aircraft.  As a result of the discussion, the Foreign Debtors
circulated a revised draft Contingency Plan to the lessors.  An
updated fleet plan was also circulated.  The fleet plan reflects
that VARIG will be able to return six aircraft to service between
December 22, 2005, and January 7, 2006, as a result of new engine
leases.

In aid of the Contingency Return Plan, by letter agreement, dated
December 16, 2005, VEM has confirmed that in the event that the
Foreign Debtors are required to implement the Contingency Return
Plan, VEM will manage technical redelivery of the aircraft to the
lessors, including by providing all necessary maintenance
services and aircraft records.

A full-text copy of the revised draft Contingency Plan is
available at no charge at http://ResearchArchives.com/t/s?3fd

A full-text copy of the updated fleet plan is available at no
charge at http://ResearchArchives.com/t/s?3fe

A full-text copy of the letter agreement is available at no
charge at http://ResearchArchives.com/t/s?3ff
     
Mr. Antonoff asserts that adequate protection has been provided
to lessors through:

     (a) the Receivables Transaction;

     (b) the Contingency Return Plan;

     (c) VEM's confirmation of its assistance in returning the
         aircraft, if the Contingency Return Plan is implemented;

     (d) VARIG's maintenance program; and

     (e) the lessors' ability to obtain their collateral
         promptly.

As reflected by the fleet plan and the Contingency Return Plan,
the Foreign Debtors do not dispute that certain aircraft are
grounded and are missing parts.  However, Mr. Antonoff explains,
VARIG is keeping a register of all parts that have been removed
from each aircraft so that all removed parts may be replaced
during the process of returning grounded aircraft to service.

                    Court Addresses Objections

To the extent not withdrawn or resolved, all objections are
overruled.

The Court will convene a hearing to consider the Foreign
Representatives' request for continuation of the Preliminary
Injunction on January 12, 2006.

"I see the need to move with speed here which is why [the
Preliminary Injunction] being extended today only by roughly
three weeks," Judge Drain said at the hearing, according to
Bloomberg.

The Court also directs VARIG to pay $18,300,000 to aircraft
lessors before the next hearing, Bloomberg writers Jeb Blount and
Christopher Mumma report.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


VARIG S.A.: Inks Credit Card Agreement with Argentine Bank
----------------------------------------------------------
Argentine bank Banco Patagonia has sealed an accord with VARIG,
S.A., to offer free airline mileage through VARIG's frequent
flyer Smiles program with credit cards issued by the bank.   
Business News Americas reports that the arrangement will be
implemented in February 2006.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.  (VARIG Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


WINDOW ROCK: Gregory Cynaumon Wants Examiner Appointed
------------------------------------------------------
Gregory S. Cynaumon asks the U.S. Bankruptcy Court for the Central
District of California, Santa Ana Division, to appoint an examiner
in Window Rock Enterprises, Inc.'s chapter 11 case.

Dr. Cynaumon wants the examiner to:

   1) investigate potential preferential transfers, in excess of
      $20 million, between Window rock and its insiders and
      affiliates;

   2) evaluate whether the settlement agreement entered into by
      Window Rock and Steve Cheng, its sole equity holder, is in
      the best interests of creditors; the settlement proposes to
      provide Mr. Cheng and his affiliates general releases in
      exchange for $500,000;

   3) evaluate whether Window Rock is fulfilling its fiduciary
      duty in pursuing confirmation of its First Amended Chapter
      11 Plan; and

   4) analyze whether the Debtor's Plan, which proposes to pay
      unsecured creditors 3.5% of their claims, was proposed in
      good faith and maximizes value for the estates' creditors.
   
Dr. Cynaumon doubts if the Debtor's interim chief executive
officer -- Adam Michelin -- is independent in light the settlement
agreement with Mr. Cheng that puts the equity holder's interest
above those of the estate's creditors.

                      Cynaumon's Claim

Dr. Cynaumon and the Debtor are parties to an arbitration with
respect to a dispute concerning an agreement dated June 21, 2003.  
Dr. Cynaumon claims that the Debtor owes him $15 million in
royalties as the spokesperson for Window Rock's CortiSlim product
line.

The Court will convene a hearing on Jan. 11, 2006, to consider Dr.
Cynaumon's request.

Headquartered in Brea, California, Window Rock Enterprises Inc. --
http://windowrock.net/-- manufactures and sells all-natural  
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.


WINDOW ROCK: Taps Prolman Associates as Financial Consultants
-------------------------------------------------------------          
Window Rock Enterprises Inc. asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
Prolman Associates as its financial consultants.

Prolman Associates will:

   1) review and validate all disbursements made by the Debtor and
      assist in preparing all of the Debtor's financial reports,
      including reports to the Office of the U.S. Trustee;

   2) validate all financial reports made by the Debtor; and

   3) render all other financial consulting services to the Debtor
      that are necessary in its bankruptcy case.   

David A. Prolman and D.A. Patrick are the lead professionals from
Prolman Associates for this engagement.  Mr. Prolman discloses
that his Firm received a $100,000 retainer.  Mr. Prolman charges
$350 per hour for his services, while Mr. Patrick charges $295 per
hour.

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

Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural  
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.


WINDOW ROCK: Wants to Hire Winthrop Couchot as Insolvency Counsel
-----------------------------------------------------------------          
Window Rock Enterprises Inc. asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
Winthrop Couchot Professional Corporation as its general
insolvency counsel.

Winthrop Couchot will:

   1) advise and assist the Debtor in complying with the
      requirements of the Office of the U.S. Trustee and in
      matters regarding bankruptcy law, including the rights and
      remedies of the Debtor in connection with its asset and  
      creditors' claims;

   2) advise and assist the Debtor regarding matters of bankruptcy
      law, including the rights and remedies of the Debtor in
      connection with its asset and creditors' claims;

   3) represent the Debtor in any proceedings or hearings before
      the Bankruptcy Court and in other proceedings in any other
      court where the Debtor's rights under the Bankruptcy Code
      may be affected or litigated;

   4) conduct examination of witnesses, claimants or adverse
      parties and assist the Debtor in preparing accounts, reports
      and pleadings related to its chapter 11 case;

   5) advise the Debtor concerning the requirements of the
      Bankruptcy Court and applicable federal and local bankruptcy
      rules and file any motions, applications and other pleadings
      necessary in the Debtor's reorganization;

   6) represent the Debtor in litigation affecting it, including
      the action pending in the Superior Court for the State of
      California, County of Orange, Case No. 04CC00610;

   7) assist the Debtor in the negotiation, formulation,
      confirmation and implementation of a plan of reorganization;
      and

   8) perform all other necessary legal services to the Debtor in
      connection with its chapter 11 case.

Robert E. Opera, Esq., a member of Winthrop Couchot, discloses
that his Firm received a $250,000 retainer.  Mr. Opera charges
$525 per hour for his services.

Mr. Opera reports Winthrop Couchot's professionals bill:

      Professional            Designation       Hourly Rate
      ------------            -----------       -----------
      Marc J. Winthrop        Shareholder          $550
      Sean A. O'Keefe         Shareholder          $525
      Paul J. Couchot         Shareholder          $500
      Richard H. Golubow      Shareholder          $395
      Peter W. Lianides       Shareholder          $395
      Garrick A. Hollander    Shareholder          $325
      William J. Wall         Associate            $375
      P.J. Marksbury          Paralegal            $180
      Joan Murphy             Paralegal            $180
                              Legal Assistants      $80 - $150

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

Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural  
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.


Y-TEL INTERNATIONAL: Eliminates $310,000 in Long-Term Debt
----------------------------------------------------------
Y-Tel International, Inc. (OTC BB: YTLI) agreed to sell a bulk of
older infrastructure equipment from its Miami operations to
Interlink Global Corporation for $225,000.

Additionally, Y-Tel executed a final Settlement Agreement with
Petroleum Communication Holdings (fka AIT Wireless, Inc.)
transferring ownership of equipment in Panama to retire $310,000
in long-term debt.  In addition, by eliminating the older
equipment Y-Tel has reduced overhead expenditures by $25,000 per
month.

Y-Tel CEO John Conroy characterized the developments as the final
step in completing the foundation for reorganizing operations and
positioning Y-Tel as a Next Generation Telecommunications Carrier.

"These agreements demonstrate sound management principles that
prepare Y-Tel for continued success," Mr. Conroy said.

Mr. Conroy added it was a priority for Y-Tel to sell the equipment
as a final step toward building a complete VoIP infrastructure
based on newer equipment housed in Dallas.  Next generation
carriers, Mr. Conroy noted, rely on the most updated technology to
successfully route and terminate calls.  The operational
reorganization enables Y-Tel to build the backbone needed for its
wholesale and retail telecommunications services, while relocating
the company's primary HUB from Miami to Dallas.  The move is
expected to reduce annual operating expenses by more than $300,000
-- a reduction of approximately 20 percent, Mr. Conroy said.

"We recognize the importance of building an infrastructure whose
backbone offers the most cost-effective and advanced technology,"
Mr. Conroy said.  "The improved Dallas operation allows us to
focus on the future and new horizons for the company."

Y-Tel International, Inc., -- http://www.ytelwifi.com/-- is in  
the telecommunications industry with a Telecom HUBS located in
Miami, Florida, and Dallas, Texas.  

As of Sept. 30, 2005, Y-Tel incurred an equity deficit of $60,134.  
The Company has a net working capital deficit of $776,629 as of
Sept. 30, 2005.  

                          *********

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 A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2005.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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