---

        T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, December 30, 2005, Vol. 9, No. 309   

                          Headlines

AES CORP: Has Until Jan. 20 to File Quarterly Financial Statements
ADELPHIA COMMS: Amends $1.5 Billion DIP Financing Agreement
ADELPHIA COMMS: Wants Court to Prevent Townsend Pact Termination
ADELPHIA COMMS: Getting Millions from Century/ML's Plan Reserve
AFFINIA GROUP: Moody's Affirms Sr. Subordinated Notes' Caa2 Rating

ALLIED HOLDINGS: Trade-Debt.Net Buys Trade Claims From 8 Creditors
ALLIED HOLDINGS: Wants Court Nod to Assume Chase Equipment Leases
AMERICAN HOME: Fitch Places Low-B Ratings on $5.6MM Class Certs.
BABCOCK & WILCOX: Bankruptcy Court Recommends Plan Confirmation
BRAZIL FAST: Sept. 30 Balance Sheet Upside-Down by BRL2.49 Million

BRICE ROAD: Disclosure Statement Hearing Set for January 30
BRUNO MACHINERY: Case Summary & 20 Largest Unsecured Creditors
CABLEMAS S.A.: Moody's Assigns Corporate Family Rating at B1
CALPINE CORP: Wants to Hire Kirkland & Ellis as Bankruptcy Counsel
CALPINE CORP: Wants to Hire Miller Buckfire as Financial Advisors

CALPINE CORP: Look for Bankruptcy Schedules on March 5
CATHOLIC CHURCH: Portland Wants Until Feb. 14 to Solicit Votes
CATHOLIC CHURCH: Portland Has Until Jan. 23 to Estimate Claims
CDC MORTGAGE: S&P Shaves Ratings on Two Class B Certs. to BB
CENTURY/ML CABLE: Distributing Millions to ACOM from Plan Reserve

CHOICE COMMUNITIES: Disclosure Statement Hearing Set for Jan. 10
DELTA AIR: Retirees Want Court to Bar Use of D&S Trust Funds
DELTA AIR: Pratt & Whitney Balks at Info Blocking Procedures
DELTA AIR: Retirees Want Carrier to Produce Pension Plan Documents
DESA HOLDINGS: Wants November 16 Subpoena Quashed

DLJ MORTGAGE: Fitch Junks Rating on Class B-4 Certificates
DMX MUSIC: Exclusive Plan-Filing Period Stretched to January 16
ENRON CORP: Court Approves Nevada Settlement Agreement
ENRON CORP: Energy Creditors Hold $34.9-Mil Allowed Unsec. Claims
EPICEPT CORP: Details Trading & Listing Mechanics on Maxim Merger

EXIDE TECH: Grosfelds & Arklow Capital Discloses Stock Ownership
FLYI INC: Wants to Deliver Bills of Sale to GE Aviation
FLYI INC: Creditors Object to Section 1110 Elections Motion
FLYI INC: Wants Uniform Procedures for Claims Settlement
FOAMEX INT'L: Overview and Summary of Joint Chapter 11 Plan

FOAMEX INT'L: Wants Until March 16 to File Notices of Removal
FOAMEX INT'L: Wants Court to Bless Dow Chemical Settlement Pact
GB HOLDINGS: Wants to Employ Adelman Lavine as Counsel
GB HOLDINGS: Wants Excl. Plan Filing Period Extended Until May 30
GREAT ATLANTIC: Moody's Confirms Sr. Unsecured Debts' Caa1 Rating

GRUPPO ANTICO: Wants Until June 27 to Object to Claims
HEATING OIL: Income Fund Posts C$177 Million Net Loss in 2005
JACOBS INDUSTRIES: Wants Key Employee Retention Program Approved
JAKE'S GRANITE: Committee Objects to Use of Escrowed Sale Proceeds
JIM RICH: Case Summary & 20 Largest Unsecured Creditors

LASERSIGHT INC: Lays Off 20% of Workforce to Cut Costs
LONGHORN CDO: Moody's Withdraws Class D-3 Notes' Ba2 Rating
MACROCHEM CORP: Raises $2.5 Million from Private Placement
MACROCHEM CORP: Begins Common Stock Trading on OTCBB
MARATHON CLO: Moody's Rates $12 Mil. Class D Secured Notes at Ba2

MCDERMOTT INT'L: Bankr. Court Recommends B&W's Plan Confirmation
MCDERMOTT INT'L: Units Sign $105.2 Mil. Unsecured Credit Facility
MCLEODUSA INC: Inks Stipulation Resolving SBC Entities' Dispute
METABOLIFE: U.S. Trustee Makes 4th Amendment to Panel Membership
MOUNTAIN CAPITAL: Moody's Rates $12 Mil. Class B-2L Notes at Ba2

NATIONAL COAL: S&P Junks Rating on Proposed $55 Mil. Debt Offering
NORTHWEST AIRLINES: Court Approves City of Atlanta Transactions
NORTHWEST AIRLINES: Can Enter Into Stipulations to Settle Actions
NORTHWEST AIRLINES: Wants Airport Settlement Procedures Approved
OPULENT GROUP: Case Summary & 2 Largest Unsecured Creditors

PARMALAT GROUP: Preliminary Injunction Extended to February 7
RECEIVABLES STRUCTURED: Moody's Reviews 7.44% Notes' Caa2 Rating
SAINT VINCENTS: Terminating Greenhorn Development Lease Next Month
SAINT VINCENTS: H. Krauss Wants Stay Lifted to Pursue PI Claim
SAV-ON LTD: Taps Glast Phillips as Bankruptcy Counsel

SEARS HOLDINGS: Moody's Affirms Corporate Family Rating at Ba1
SHOPKO STORES: Waives Merger Condition on 9-1/4% Sr. Notes Offer
STRATUS SERVICES: Sells Assets in Western U.S. to ASL for $5.59M
STRATUS SERVICES: Completes Sale of Three California Offices
STRATUS SERVICES: Source One Buys N.J. & Pennsylvania Offices

STRUCTURED ADJUSTABLE: S&P Affirms Low-B Ratings on 48 Class Certs
STRUCTURED ASSET: Fitch Rates $28.1MM Class Certificates at Low-B
TOMMY HILFIGER: Moody's Continues Ba2 Senior Debt Ratings' Review
UNIVERSAL COMMS: Registers 25 Mil. Common Shares for Distribution
US AIRWAYS: Wants Garland's Multi-Million Claims Disallowed

VARIG S.A.: Judge Drain Approves GECAS Distribution Agreement
WASTE SERVICES: Completes Incremental Term Loan Facility
WINDSWEPT ENV'L: Plans to Restate 2005 FY 10K & 1st Quarter 10Q
WORLDCOM INC: Wants Court Nod on Missouri Tax Settlement Pacts

BOOK REVIEW: Transcontinental Railway Strategy, 1869-1893:
             A Study of Businessmen

                          *********

AES CORP: Has Until Jan. 20 to File Quarterly Financial Statements
------------------------------------------------------------------
Citicorp USA, Inc., and Citibank N.A., AES Corporation's lenders
under the Company's Amended and Restated Credit Agreement, have
extended until Jan. 20, 2006, the waiver of default under the
credit agreement, which may arise by virtue of the Company's
failure to deliver to the lenders the Company's June 30, 2005, and
Sept. 30, 2005, Form 10-Q financial statements.

Because the Company did not file its June 30, 2005, and Sept. 30,
2005, Form 10-Q by the filing deadline, the Company was not in
compliance with its indentures governing the Company's senior
notes, senior subordinate notes and junior subordinated notes, but
that non-compliance does not result in an automatic event of
default or the acceleration of the notes.  

However, either the trustee under any of the indentures or the
holders of at least 25% of the outstanding principal amount of any
series of notes have the right to accelerate the maturity of that
series of notes if the Company failed to file and deliver its
June 30, 2005 Form 10-Q, Sept. 30, 2005 Form 10-Q and other
periodic reports within 60 days after written notice of the
default, unless holders of a majority of each series of the notes
waive compliance with the filing and delivery requirement.

A full-text copy of the waiver is available for free at
http://ResearchArchives.com/t/s?40a

AES Corporation -- http://www.aes.com/-- is a leading global
power company, with 2004 revenues of $9.5 billion.  AES operates
in 27 countries, generating 44,000 megawatts of electricity
through 124 power facilities and delivers electricity through 15
distribution companies.  AES Corp.'s 30,000 people are committed
to operational excellence and meeting the world's growing power
needs.

                         *     *     *

As reported in the Troubled Company Reporter on June 23, 2005,
Fitch Ratings has upgraded and removed the ratings of AES
Corporation from Rating Watch Positive, where it was initially
placed on Jan. 18, 2005 pending review of the company's year-end
financial results.  Fitch said the Rating Outlook is Stable.

Following the completion of its review, Fitch's upgrade reflects
the significant progress AES had made in retiring parent company
recourse debt and improving liquidity.  In addition, AES has
refinanced several near term debt maturities and extended the
company's debt maturity profile.  The company has successfully
accessed both the debt and equity markets in 2004 and 2003.


ADELPHIA COMMS: Amends $1.5 Billion DIP Financing Agreement
-----------------------------------------------------------
In regulatory filings with the Securities and Exchange
Commission, Adelphia Communications Corporation reports the
effectivity of amendments to its Third Amended and Restated
Credit and Guaranty Agreement, dated February 25, 2005.

                           Amendment No. 4

Amendment No. 4 and Waiver to DIP Credit Agreement took effect on
August 24, 2005.  Among others, Amendment No. 4 provides that:

    a. The DIP Lenders agreed to amend the definitions of EBITDA
       and EBITDAR to permit certain items to be added back to net
       income for purposes of calculating the amount of EBITDA and
       EBITDAR during any relevant period;

    b. The Loan Parties agreed that the aggregate amount of any
       gain recorded during any relevant period in connection
       with:

          -- the consummation of the previously announced
             settlement with certain members of the Rigas family;
             or

          -- the consummation of the previously announced sale of
             ACOM's interest in the Puerto Rico joint venture,
             would be excluded for purposes of determining the
             amount of EBITDA and EBITDAR during that period; and

    c. The DIP Lenders agreed to waive certain terms of the DIP
       Credit Agreement, including some restrictions on asset
       sales, which waivers will allow for the sale of any Loan
       Parties' interest in the Puerto Rico joint venture.

A full-text copy of Amendment No. 4 is available for free at
http://ResearchArchives.com/t/s?40c
    
                           Amendment No. 5

On December 21, 2005, Amendment No. 5 and Waiver to the DIP
Credit Agreement became effective.  Under the terms of Amendment
No. 5, the DIP Lenders agreed to waive compliance by the Loan
Parties with a provision of the DIP Credit Agreement that would
otherwise restrict the Loan Parties from making a Prepetition
Payment to a particular local franchising authority relating to a
settlement of some ongoing disputes between that franchising
authority and the Loan Parties.

The DIP Lenders also agreed to allow the Loan Parties to make up
to $10,000,000 in Investments in Century/ML Cable Venture, with
respect to obligations incurred by certain Loan Parties on behalf
of Century/ML prior to the completion of its sale to San Juan
Cable, LLC.  Century/ML is the former joint venture of Century
Communications Corporation, a wholly owned, indirect subsidiary
of ACOM.

A full-text copy of Amendment No. 5 is available for free at
http://ResearchArchives.com/t/s?40d

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. (Adelphia Bankruptcy News, Issue No.
118; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Wants Court to Prevent Townsend Pact Termination
----------------------------------------------------------------
Adelphia Cablevision of Boca Raton, Inc., an Adelphia
Communications Corporation debtor-affiliate, owns and operates a
cable television system in the City of Boca Raton, in Florida,
under a valid franchise agreement issued by the City.

Pursuant to a Broadband Installation and Services Agreement,
dated May 27, 1997, Adelphia Boca is successor-in-interest to
Comcast Cablevision of West Palm Beach, Inc., while Townsend
Place Condominium Association is successor-in-interest to Boca
Golf View, Ltd.  Under the Broadband Agreement, Adelphia Boca
agreed to construct, install and maintain the facilities
necessary to deliver cable television services to the residents
of Townsend.

The Broadband Agreement, having an initial term of 10 years is
not scheduled to expire until May 26, 2007.  All of the equipment
and appurtenant devices installed at the Townsend premises remain
the property of Adelphia Boca.

Specifically, the Broadband Agreement provides that:

    "The ownership of all parts of the System, including but not
    limited to all cables, wires, equipment and appurtenant
    devices, shall be and will remain the personal property of
    [Adelphia Boca].  At no time during or after the term hereof
    will Owner or any third party have the right to use the System
    or any portion thereof for any purpose. "

Despite the terms of the Agreement, and despite the operation of
the automatic stay in the ACOM Debtors' Chapter 11 cases,
Townsend, by letter dated May 10, 2005, purported to unilaterally
terminate the Agreement.

The ACOM Debtors believe that Townsend has permitted another
cable services provider to offer cable services to the residents
of Townsend.  In the process, the Alternate Provider has damaged
Adelphia Boca Property, hampering the Debtor's ability to
continue to provide cable services to Townsend residents.

In defense of its actions, Townsend has alleged, by letter dated
June 10, 2005, that termination of the Agreement was proper
pursuant to Florida Statutes.  According to Townsend, by vote of
all of the unit owners at the Townsend premises, the Agreement
could be unilaterally terminated.

Subsequent to receipt of the Townsend Termination Letter and the
June 10 Letter, and subsequent to learning that the Alternate
Provider had accessed and damaged the Owned Property, Adelphia
Boca notified Townsend that the termination was ineffective,
because the Agreement can terminate no earlier than the
Termination Date.  Moreover, by letter dated August 17, 2005, the
Debtor informed Townsend of the operation of the automatic stay
in the ACOM Debtors' Chapter 11 cases, and indicated that
Townsend's attempt to terminate the Agreement before the
Termination Date constituted a violation of the stay.  The Stay
Notice also informed Townsend that permitting another cable
vendor to access the Owned Property would likewise constitute a
stay violation.

Adelphia Boca also notified Townsend that the attempted
termination of the Agreement pursuant to the Florida Statutes is
likewise improper.  In conversations between Adelphia Boca and
Townsend, the Debtor has explained that while the Florida
Statutes may govern the rights and responsibilities between
developers and condominium owners in the state of Florida, it can
hardly be used to circumvent the strictures of the automatic
stay, a provision of Federal Bankruptcy Law.

Section 362(a)(3) of the Bankruptcy Code prohibits "any act to
obtain possession of property of the estate or of property from
the estate or to exercise control over property of the estate" of
a debtor.

Townsend's actions are in direct contravention of this
fundamental prohibition, Paul V. Shalhoub, Esq., at Willkie Farr
& Gallagher, in New York, contends.

Adelphia Boca, Mr. Shalhoub continues, will incur considerable
damages from termination of service and unlawful use of its
property, the most important of which is the harm to
relationships with some of its subscribers at Townsend.

The ACOM Debtors are concerned that Townsend, unless enjoined
from doing so, will:

    -- permanently terminate the Broadband Agreement;

    -- continue to permit the Alternate Provider to access the
       Adelphia Boca Property;

    -- convert Adelphia Boca's Property; and

    -- permit the Alternate Provider to use or tamper with
       Adelphia Boca's cable television system.

Mr. Shalhoub contends that contempt proceedings are the proper
means of compensation and punishment for willful violations of
the automatic stay.  Imposition of a civil contempt order by a
Bankruptcy Court, he points out, requires two elements:

    1. existence of a clear, specific, enforceable order or
       statute unambiguously commanding a party to perform or
       refrain from performing certain acts; and

    2. the party's noncompliance with the order or statute.

Both elements exist in this case, Mr. Shalhoub asserts.

Accordingly, the ACOM Debtors ask the Hon. Robert E. Gerber:

    a. to enforce the automatic stay and enjoin Townsend from
       disrupting the Debtors' ability to continue providing cable
       services to Townsend; and

    b. for a civil contempt order imposing sanctions on Townsend
       in an amount not less than the Debtors' attorneys' fees
       and costs.

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. (Adelphia Bankruptcy News, Issue No.
118; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Getting Millions from Century/ML's Plan Reserve
---------------------------------------------------------------
As previously reported, Adelphia Communications Corp. and ML
Media Partners, L.P., sold their interests in Century/ML Cable
Venture on October 31, 2005, pursuant to an Interest Acquisition
Agreement by and among ML Media Partners, Century Communications
Corp., Century/ML, Century ML Cable Corp. and buyer San Juan
Cable, LLC.  Some of the proceeds from the Sale were escrowed in
a Plan Funding Reserve Account.

Pursuant to an agreement between ACOM and ML Media, no money can
be transferred out of the Plan Funding Reserve Account without
the consent of both ML Media and ACOM.

Since its bankruptcy filing, ACOM has advanced, and continues to
advance, amounts on behalf of Century/ML.  Century/ML has
reimbursed ACOM for the Postpetition Advances that occurred
before October 2005.  ML Media believes that certain of the
Postpetition Advances have been excessive and has been asking
ACOM for documentation supporting the amount and basis for those
advances.

ACOM informed ML Media that it has advanced $2,139,319 on behalf
of Century/ML in October 2005.  ACOM expects to continue to
advance amounts on behalf of Century/ML.

Under the terms of the Interest Acquisition Agreement,
Century/ML's new owner will not reimburse the Post-October
Advances because those are Excluded Liabilities as defined in the
Agreement.  ML Media does not agree that Century/ML appropriately
owes the full amount of the Post-Petition Advances.

In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, ACOM and Century/ML agree that:

    a. Century/ML will be authorized to disburse $2,139,319 from
       the Plan Funding Reserve Account to ACOM.

    b. Century/ML will be permitted to disburse other reasonable
       amounts from the Plan Funding Reserve Account requested by
       ACOM and agreed to by ML Media.

    c. In any determination of the amount of the Postpetition
       Advances appropriately owed by Century/ML to ACOM, ACOM
       will bear the burden of proof of establishing the aggregate
       amount of Postpetition Advances owed by Century/ML.

    d. In the event that either the Court, any other forum of
       competent jurisdiction or the Stipulating Parties determine
       that the reimbursement of any Postpetition Advances was in
       excess of what Century/ML appropriately owed, ACOM will pay
       the overage into the Plan Funding Reserve Account
       immediately after the determination.

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. (Adelphia Bankruptcy News, Issue No.
117; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AFFINIA GROUP: Moody's Affirms Sr. Subordinated Notes' Caa2 Rating
------------------------------------------------------------------
Moody's Investors Service raised the Speculative Grade Liquidity
Rating of Affinia Group Inc. to SGL-3 from SGL-4, and affirmed the
company's long-term ratings, Corporate Family at B3.  The action
follows Affinia's announcement of a comprehensive restructuring
program to improve its operating profitability and obtaining an
amendment to its bank credit facilities which will improve its
headroom under financial covenants and effectively increase
availability under its revolving credit commitment.  The
restructuring program will be funded from internal funds and
currently committed sources of external liquidity.

Affinia's financial characteristics and debt coverage ratios will
continue to remain within the B3 Corporate Family rating assigned
on Dec. 1, 2005.  The SGL-3 rating reflects adequate liquidity
over the next year.

Ratings affirmed:

   * Corporate Family, B3
   * Senior Secured 1st Lien bank credit facilities, B2
   * Senior Subordinated Notes, Caa2

Outlook is negative.

Ratings raised:

   * Speculative Grade Liquidity Rating to SGL-3 from SGL-4

Affinia's restructuring program is intended to:

   * address its manufacturing and product sourcing costs;

   * improve its efficiency; and

   * reduce excess capacity across its manufacturing and
     distribution footprint in North America and Europe.

The program commenced earlier in December and will involve actions
and resultant allocation of expense in 2005, 2006 and 2007.
Initially a $30 million impairment charge will be taken in
December as well as a $3 million charge for employee severance
costs.  In total the program will involve pre-tax costs of $152
million over the next two years, $110 million of which will be
cash expenditures.

The amendment to the bank credit facilities includes resetting the
defined leverage covenant and allowing the company the use of a
greater portion of its cash flow to fund the restructuring
initiatives.  The latter is facilitated through:

   * changes in defined permissible capital expenditures;

   * use of proceeds from the sale of Beck/Arnley Worldparts
     Corp.;

   * adding back certain charges in calculating EBITDA for bank
     covenant purposes; and

   * providing for intercompany loans and investments to finance
     restructuring action outside of the United States.

A result of these changes is an expectation that the company will
not require additional external funding beyond existing committed
resources.  Improved headroom under the leverage covenant will
provide effective access to more of the bank revolving credit
commitment over quarter-end reporting dates and ongoing access to
the receivable securitization facility.

While the restructuring program will cause Affinia to remain in an
elevated leverage condition over the intermediate term, its
financial and debt coverage characteristics are expected to remain
consistent with the B3 Corporate Family contemplated by Moody's
rating action of December 1.  Although pressure on the company's
liquidity profile has eased, the outlook remains negative as
prospects for material amounts of free cash flow to develop, which
would facilitate debt reduction over the intermediate term, have
been delayed until savings generated by the restructuring program
are realized.  As a result, the long-term ratings have been
affirmed.

Affinia's liquidity profile has improved.  At September 30,
Affinia had $53 million in cash and was in compliance with its
bank financial covenants.  Access to the company's $125 million
revolving credit facility has effectively increased as a result of
the amendment to the bank credit facility.  This also facilitates
continued access to a $100 million securitization facility, which
has a term commitment, as linkage to bank financial covenant
compliance is less likely to complicate availability.  At the end
of the third quarter, there was no usage of the securitization
facility, $8 million of letters of credit had been issued under
the revolving credit commitment with no borrowings, and current
maturities of long-term debt were $1 million.

The company's cash flows have a seasonal pattern with working
capital typically building in the first half and reducing in the
3rd and 4th quarters.  Restructuring expenditures are anticipated
to constrain free cash flow for full year 2006 although timing and
seasonal factors will cause variability in quarterly and annual
results.  Management actions have freed significant amounts of
funds invested in working capital during 2005.

However, this source of cash flow is likely to diminish.  Cash
flow from operations will increasingly become dependent upon
achieving improved margins.  Existing cash balances, internal cash
generation and modest use of committed resources are expected to
fully cover funding requirements in 2006.  Bank financial
covenants include:

   * a debt/EBITDA ceiling,
   * a maximum capital expenditures, and
   * a minimum interest coverage ratio.

Headroom under these financial covenants will increase as a result
of the amendment.  However, the cushion will remain modest.  There
is minimal scope to arrange alternative liquidity given the
secured nature of the credit facilities and related asset sale
recapture provisions.  As a result, the speculative grade
liquidity rating has been increased to SGL-3 from SGL-4, and
represents adequate liquidity over the next year.

Affinia Group Inc., headquartered in Ann Arbor, Michigan, is a
leading:

   * designer,
   * manufacturer, and
   * distributor

of automotive aftermarket components for:

   * passenger cars,
   * SUVs,
   * light and heavy duty trucks, and
   * off-highway vehicles.

Principal products include:

   * brakes,
   * filtration, and
   * chassis components

which are sold across:

   * North America,
   * Europe, and
   * South America.

Annual revenues are approximately $2.1 billion.


ALLIED HOLDINGS: Trade-Debt.Net Buys Trade Claims From 8 Creditors
------------------------------------------------------------------
On Dec. 16, 2005, the Clerk of the U.S. Bankruptcy Court for the
Northern District of Georgia recorded eight claim transfers to
Trade-Debt.Net:

   Creditor                                 Claim Amount
   --------                                 ------------
   Alberta Custom Metal Fabrications Ltd.      $1,103
   Bay Tact Corporation                           758
   DATV                                           164
   Dealer Transport                             6,350
   Marc Roy's Mobile Services                   4,089
   MTS Allstream Inc.                           2,106
   M.W.H Petroleum Equipment Inc.               6,789
   Trucking Jobs Inc.                           1,500

In addition, Hain Capital Opportunities, LLC, acquired Great
Lakes Auto Movers.Com's claim.  Sierra Asset Management bought
Coady's Towing & Garage Service's claim.

The Clerk also recorded four claim transfers to ASM Capital,
L.P., from:

   1.  Pasha Services - Corte Madera;
   2.  Midwest Pipe & Steel Inc.;
   3.  Nationwide Truck Service; and
   4.  Earhart Petroleum Inc.

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 Nos. 05-12515 through 05-12537).  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)


ALLIED HOLDINGS: Wants Court Nod to Assume Chase Equipment Leases
-----------------------------------------------------------------
Allied Systems, Ltd., and Banc One Leasing Corporation, the
predecessor-in-interest to Chase Equipment Leasing, Inc., are
parties to lease agreements for Volvo truck tractors and Cottrell
car haul trailers:

   (a) A Master Equipment Lease dated June 30, 1998, and related
       lease supplements:

       * Lease Supplement No. 2 for Lease Schedule No.
         1000066887, dated July 30, 1998; and

       * Lease Supplement No. 3 for Lease Schedule No.
         1000067278, dated August 26, 1998; and

   (b) A Master Equipment Lease dated February 22, 1999, and
       related lease supplements:

       * Lease Supplement No. 1000094331, dated March 5, 1999;

       * Lease Supplement No. 1000094445, dated March 26, 1999;

       * Lease Supplement No. 1000095414, dated April 20, 1999;
         and

       * Lease Supplement No. 1000095994, dated May 19, 1999.

Allied Holdings, Ltd., guarantees the payment and performance of
all of Allied System's obligations to Chase under the Lease
Documents pursuant to an equipment lease guaranty dated June 29,
1998, and a second equipment lease guaranty dated February 22,
1999.

Ezra H. Cohen, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, relates that the 1998 Master Lease and the 1999 Master
Lease and the Chase Supplements provide for:

   (a) Chase's acquisition of the Equipment to be leased to
       Allied;

   (b) Allied's payment of monthly rent at a set amount for a
       seven-year lease term;

   (c) Allied's option to purchase the Equipment at the end
       of the seven-year term for a purchase price equal to 25%
       of Chase's acquisition cost;

   (d) Allied's return of the Equipment to Chase at the
       conclusion of the seven-year term if it does not
       exercise the purchase option; and

   (e) Chase's sale of the Equipment if it is returned at
       the end of the lease term.

Mr. Cohen discloses that the Master Leases and Chase Supplements
create six terminal rental adjustment clause leases.  

"The Chase TRAC provides that if the Equipment is returned to
Chase Leasing and sold, a one-time lump-sum adjustment will be
due based on the amount of the Equipment's sale proceeds," Mr.
Cohen explains.  "The adjustment will be based on the amount by
which the sale proceeds are either greater or less than 25% of
the Acquisition Cost."

The material terms under the Chase Supplements are:
                                                      
  Lease       Number     Monthly    Expiration of    Original
  Document    of Rigs    Rental     Deferred Term    TRAC Amount
  --------    -------    ------     -------------    -----------
  Supplement    20       $31,810     07/31/2006         $672,568
  66887

  Supplement    25       $39,573     08/31/2006         $840,710
  67278

  Supplement    12       $19,302     03/31/2007         $400,437
  94331

  Supplement    10       $16,022     03/31/2007         $333,848
  94445

  Supplement    21       $33,596     04/30/2007         $701,081
  95414

  Supplement     8       $14,320     05/31/2007         $294,147
  95994

The Parties have agreed to amend the Master Leases.  The First
Amendment provides for the modification of the Purchase Option in
each Master Lease, and the assumption by the Debtors of the
obligations under the Chase Supplements, the 1998 Guaranty, the
1999 Guaranty, the 1998 Master Lease, and the 1999 Master Lease
as applicable to the supplements.

The terms of the Amendment with respect to each Chase Supplement
include:

   (a) Allied will immediately cure any rent defaults including
       those arising prepetition;

   (b) Allied requests, and Chase grants, a deferral of the
       Purchase Option;

   (c) During the Deferred Term, Allied will pay monthly rent
       at the pre-expiry rate set forth in each supplement;

   (d) Allied's obligation to pay rent and any TRAC Amount at
       the end of the Deferred Term will be an administrative
       expense;

   (e) Allied will pay all amounts currently owed for
       postpetition rent without further delay; and

   (f) The TRAC Amount, which is also the amount of the purchase
       price, will be reduced by 90% of the rent paid during the
       Deferred Term.

Mr. Cohen points out that the Amendment will allow continued use
of the Equipment, which is used by the Debtors to produce
revenue.  Furthermore, modification of the Purchase Option
provides the Debtors with the option of continuing to lease the
Equipment at the rate in each Chase Supplement after the Basic
Term ends, for a specified period of time.

Moreover, Mr. Cohen confirms that the Debtors have considered the
appraised value of comparable equipment and the cost of new
equipment and have determined that the terms of the Amendment are
fair.

Accordingly, the Debtors and Chase seek the U.S. Bankruptcy Court
for the Northern District of Georgia's authority to:

   (a) assume the 1998 Master Lease, the 1999 Master Lease, the
       1998 Guaranty, the 1999 Guaranty, and the Chase
       Supplements; and

   (b) amend the 1998 Master Lease, the 1999 Master Lease, the
       1998 Guaranty and the 1999 Guaranty.

Attorneys at Duane Morris LLP, in Atlanta, Georgia, represent
Chase in the Debtors' cases.

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 Nos. 05-12515 through 05-12537).  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. 14;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN HOME: Fitch Places Low-B Ratings on $5.6MM Class Certs.
----------------------------------------------------------------
Group 1 of American Home Mortgage Assets Trust 2005-2     
mortgage-backed pass-through certificates are rated by Fitch
Ratings:

     -- $385.28 million class 1-A-1 and R-I 'AAA';
     -- $10.77 million class 1-B-1 'AA+';
     -- $6.84 million class 1-B-2 'A+';
     -- $4.14 million class 1-B-3 'BBB+';
     -- $3.11 million privately offered class 1-B-4 'BB';
     -- $2.49 million privately offered class 1-B-5 'B'.

The 'AAA' rating on the senior certificates for Group 1 reflects
the 7% credit enhancement provided by the 2.60% class 1-B-1, 1.65%
class 1-B-2, 1% class 1-B-3, 0.75% privately offered class 1-B-4,
0.60% privately offered class 1-B-5, and 0.40% privately offered
class 1-B-6.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the ratings also reflect
the quality of the mortgage collateral, strength of the legal,
financial structures and the capabilities of Wells Fargo Bank,
N.A. as master servicer.  Deutsche Bank National Trust Company
will act as trustee.

The mortgage loans consist of adjustable rate closed-end prime and
Alt-A mortgage loans that are secured by first liens on one- to
four-family residential properties.

As of the cut-off date, the group 1 mortgage loans have an
aggregate balance of $414,276,323.  The weighted average mortgage
rate is approximately 5.309%.  The average cut-off date principal
balance of the mortgage loans is $445,458.  The weighted average
original combined loan-to-value ratio is 70.75%.  The properties
are primarily located in California, and Illinois.


BABCOCK & WILCOX: Bankruptcy Court Recommends Plan Confirmation
---------------------------------------------------------------
The Hon. Jerry A. Brown of the United States Bankruptcy Court for
the Eastern District of Louisiana issued his findings of fact,
conclusions of law and recommendation in favor of confirmation of
The Babcock & Wilcox Company Chapter 11 Joint Plan of
Reorganization and the associated proposed settlement agreement
contained therein on Dec. 28, 2005.

B&W, a wholly owned subsidiary of McDermott International, Inc.
(NYSE:MDR), filed for Chapter 11 bankruptcy in New Orleans,
Louisiana on February 22, 2000 as a result of asbestos-related
claims.

As part of the confirmation process, agreements were reached with
all known objectors to the Plan, including those parties who had
objected to the previous B&W plan.  One of the agreements reached
includes McDermott, B&W, Citgo Petroleum Corporation, PDV Midwest
Refining, L.L.C. and certain insurers as parties.

                     Citgo Settlement

Under the Citgo Settlement, B&W will make a payment to the
plaintiffs of $7.5 million on the effective date of the Plan, the
parties agreed to limit B&W's maximum uninsured exposure to
$50 million, in aggregate, and all claims against McDermott will
be released.  To receive any monies beyond the $7.5 million
payment, the plaintiffs must obtain a judgment against B&W in
excess of $250 million, and that excess amount must be completely
uncollectible against B&W's insurers and/or its insurance broker.  
Should that judgment be obtained but amounts are collected from
B&W's insurers or brokers in excess of $250 million, B&W will have
the opportunity to obtain reimbursement of up to $5 million of its
first payment.  Therefore, the Citgo Settlement creates a range on
the plaintiffs' claims against B&W, with a minimum cost to B&W of
$2.5 million, while limiting the maximum total uninsured exposure
to $50 million.

                  Plan Goes to District Court

The Plan will now proceed to the Hon. Judge Sarah S. Vance of the
United States District Court for the Eastern District of
Louisiana.  Judge Vance is expected to review Judge Brown's
findings, conclusions and recommendation to confirm the Plan and,
after completing her review, issue an order granting or denying
confirmation of the Plan.

Effective Feb. 22, 2000, B&W was deconsolidated from McDermott's
reported financial statements.  During the 2002 fiscal year,
McDermott wrote-off its remaining investment in B&W.  On Aug. 29,
2005, B&W, McDermott, the Asbestos Claimants Committee and the
Future Asbestos-Related Claimants' Representative reached in
agreement in principle on the terms of the currently proposed Plan
and associated settlement.  B&W has accrued in its financial
statements the anticipated liability associated with implementing
the Plan.  

In addition to obtaining a final court ruling confirming the Plan,
the settlement requires McDermott's shareholder approval, exit
financing for B&W and the completion of certain other conditions
in order for the currently proposed settlement to become effective
by Feb. 22, 2006, the effective date deadline under the Plan.  
During the confirmation hearing, it was noted that all claimant
classes have voted in favor of the Plan in sufficient numbers to
support confirmation.

McDermott International, Inc. -- http://www.mcdermott.com/-- is a  
leading worldwide energy services company.  The Company's
subsidiaries provide engineering, fabrication, installation,
procurement, research, manufacturing, environmental systems,
project management and facility management services to a variety
of customers in the energy and power industries, including the
U.S. Department of Energy.

Babcock & Wilcox Company, together with its debtor-affiliates,
filed for Chapter 11 protection on February 22, 2000, (Bankr. E.D.
La. Case No. 00-10992).  Jan Marie Hayden, Esq., at Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the debtors in
their restructuring efforts.

Since February 2000, B&W has continued to be managed by McDermott;
however its results of operations have been deconsolidated from
McDermott's financial statements.  The Company wrote off its
remaining investment in B&W of $224.7 million during the second
quarter of 2002.

For the year ended December 31, 2004, on a deconsolidated basis,
B&W generated operating income of $115.6 million on revenues of
$1.37 billion.  B&W's net income for the year-ended December 31,
2004, was $99.1 million, including the result of favorable tax
valuation allowance adjustment of $26.2 million.  Beginning in
2005, McDermott spun off the pension plan assets and liabilities
associated with B&W's portion of McDermott Incorporated's pension
plan, creating a B&W-sponsored pension plan.  As a result of the
creation of a B&W-sponsored pension plan, beginning in 2005
expenses associated with this plan are accounted for on B&W's
financials.  In 2004, McDermott recorded approximately $38 million
in pension expense associated with B&W pension on McDermott's
income statement.  At August 24, 2005, B&W had unrestricted cash &
cash equivalents of $352 million.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2005,
McDermott International, Inc., and certain of its subsidiaries
received either increased or new credit ratings from the major
rating agencies.  Each rating agency indicated its outlook for
McDermott and its subsidiaries is stable.

This table reflects the current respective ratings from each
agency:

                          Standard & Poor's       Moody's
                          Ratings Services   Investors Service
                          -----------------  -----------------
                          Previous  Current  Previous  Current
                                        (1)
                          --------  -------  --------  -------
McDermott Int'l, Inc.        B-        B+       -        B2   (2)
McDermott Incorporated       B-        B+       B3       -    (3)
J. Ray McDermott, S.A.      CCC+       B+      Caa1      B2   (4)
Babcock & Wilcox Co(5)                 B+       -        B1   (4)

     (1) S&P's corporate credit rating
     (2) Moody's corporate family rating
     (3) Moody's withdrew its rating on McDermott Inc. following
         the December 2005 MTN redemption.
     (4) Moody's senior secured rating
     (5) The Babcock & Wilcox Company ratings are newly assigned.


BRAZIL FAST: Sept. 30 Balance Sheet Upside-Down by BRL2.49 Million
------------------------------------------------------------------
Brazil Fast Food (OTC BB: BOBS.OB) reported financial results for
its third quarter ended Sept. 30, 2005.

Net restaurant sales for Brazil Fast Food's company-owned retail
outlets increased 20.8% during the third quarter of 2005 to
BRL18.2 million from BRL15.1 million for the third quarter of
2004.

Net franchise royalty fees were BRL2.3 million for the three-month
period ended Sept. 30, 2005, up 22% from 2004's third-quarter net
franchise royalty fees of BRL1.9 million.

Operating income for the third quarter of 2005 was BRL721,000
versus operating income of BRL557,000 for the same period of 2004.  

The company reported a dramatic increase in net income for the
third quarter of 2005 to BRL484,000, from net income of       
BRL64,000 for the third quarter of 2004.

For the nine-month period ended Sept. 30, 2005, Brazil Fast Food
reported net restaurant sales of BRL53.1 million, a 13.1% increase
from net restaurant sales of BRL46.9 million for the first nine
months of 2004.

Net franchise royalty fees rose 26% to BRL7 million for the first
three quarters of 2005 from BRL5.5 million for the same period of
2004.

Operating income grew by 30% to BRL3.6 million for the first nine
months of 2005 from BRL2.8 million for the first three quarters of
2004.

As of Sept. 30, 2005, net income has risen year-to-date to   
BRL1.8 million, nearly three times the net income reported for the
same period of 2004, which was BRL657,000.

"The fast food business in Brazil is a competitive arena with
excellent growth potential, and Bob's remains an industry leader,"
Ricardo Figueiredo Bomeny, Chief Executive Officer of Brazil Fast
Food Corp., commented.  "Indeed, we have significantly
outperformed both the food sector and the overall retail market so
far this year, even as our competitors - most notably foreign
companies - have increased their presence and financial stake in
Brazil's fast-food market.  The macroeconomic environment in
Brazil, where increases in consumer spending have favored consumer
durables, magnifies the importance of these accomplishments."

Brazil Fast Food Corp. owns and operates, both directly and
through franchisees, the second largest chain of hamburger    
fast-food restaurants in Brazil, through its wholly owned
subsidiary, Venbo Comercio de Alimentos Ltda.  Brazil Fast Food
Corp. conducts business in Brazil under the trade name "Bob's."  
As of September 30, 2005, the Company had 426 points of sale,
which includes traditional restaurants, kiosks and re-locatable
trailers.

At Sept. 30, 2005, Brazil Fast Food Corp.'s balance sheet showed a
stockholders' deficit of BRL2.49 million, compared to a    
BRL4.192 million deficit at Dec. 31, 2004.


BRICE ROAD: Disclosure Statement Hearing Set for January 30
-----------------------------------------------------------          
The U.S. Bankruptcy Court for the Southern District of Ohio will
convene a hearing at 10:30 a.m., on Jan. 30, 2006, to consider the
adequacy of the Disclosure Statement explaining the Joint Plan of
Reorganization filed by Brice Road Developments, L.L.C.

                    Summary of Joint Plan

On the Effective Date, SIR Kensington Associates LLC, a co-
proponent of the Plan, will make a $1,975,000 initial contribution
to the Debtor, as capital or as a loan.  

Proceeds of the initial contribution will be used on the Effective
Date, to partly fund the:

   a) allowed claims of the mechanics' lien holders fund in the
      amount of $200,000;

   b) unsecured allowed claims not having priority under Section
      507 of the Bankruptcy Code and not included within class 5
      or class 7 fund in the amount of $25,000; and

   c) unsecured allowed claim of GE Credit fund in the amount of
      $50,000.

SIR Kensington anticipates that the balance of the initial
contribution will be used after the effective date to fund
miscellaneous closing costs, working capital reserves, interest
reserves, and deferred maintenance consisting of, among other
needs, repair to flood damaged units and construction of remedial
drainage systems, completion of unit construction, and landscaping
needs.

                Treatment of Claims and Interests

1) Allowed claims for deposits, totaling approximately $34,000,
   will be paid in full, on the first day of the month following
   the effective date of the Plan.

2) The allowed secured claim of General Electric Credit Equities,
   Inc., totaling approximately $8,500,000, will be paid in full
   with amortized amounts of:

   a) payments with 5.5% interest per annum from the effective
      date, commencing on the first day of the month after the
      month of the effective date and continuing on the first day
      of each of the next 23 months; and

   b) commencing on the first day of the 25th month after
      the month of the effective date, the Debtor will pay the
      remaining amount of GE Credit's allowed secured claim, with
      interest of 5.5% per annum, in 480 equal consecutive monthly
      installments.

3) The allowed secured claim of the Treasurer, totaling
   approximately $112,000, will be paid in full with amortized
   amounts of 4% interest per annum from the effective date over a
   period of 30 consecutive monthly installments, commencing on
   the first day of the month after the month of the effective
   date.

4) The Allowed secured claim of SIR Kensington, totaling
   approximately $10,000, will be paid in full with the issuance
   to SIR Kensington or its designee, the Debtor's entire member
   interests.

5) Allowed claims of the mechanics' lien holders, totaling
   approximately $900,000, will receive their pro rata share of
   the Mechanics' Lien Holders Fund and their pro rata share of
   the Retained Bankruptcy Actions Net Proceeds.

6) Unsecured allowed claims not having priority under Section 507
   of the Bankruptcy Code and not included within allowed claims
   of the mechanics' lien holders or unsecured allowed claim of GE
   Credit, totaling approximately $112,000, will receive their pro
   rata share of the Class 6 Fund and their pro rata share of the
   Retained Bankruptcy Actions Net Proceeds.

7) The unsecured allowed claim of GE Credit, totaling
   approximately $7,950,000, will receive all the proceeds of the
   GE Credit Unsecured Allowed Claim Fund and their share of the
   Retained Bankruptcy Actions Net Proceeds.

8) Allowed member interests will be cancelled on the effective
   date and will not receive any distributions.

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

  http://www.researcharchives.com/bin/download?id=051229023718

Objections to the Disclosure Statement, if any, must be filed and
served by Jan. 20, 2006.  

Headquartered in Dublin, Ohio, Brice Road Developments, L.L.C.,
owns Kensington Commons, a 264-unit apartment complex located
outside of Columbus, Ohio.  The Company filed for chapter 11
protection on Sept. 2, 2005 (Bankr. S.D. Ohio Case No. 05-66007).
Yvette A Cox, Esq., at Bailey Cavalieri LLC 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.


BRUNO MACHINERY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bruno Machinery Corporation
        1 Madison Street
        Troy, New York 12180

Bankruptcy Case No.: 05-20412

Type of Business: The Debtor supplies customized industrial
                  presses that range in size from 10 tons up to
                  4,000 tons for die cutting, embossing, forming,
                  hot stamping, and molding of a wide variety of
                  materials.  See http://www.brunomachinery.com/

Chapter 11 Petition Date: December 27, 2005

Court: Northern District of New York (Albany)

Debtor's Counsel: Francis J. Brennan, Esq.
                  Nolan & Heller, LLP
                  39 North Pearl Street
                  Albany, NY 12207
                  Tel: (518) 449-3300

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kenweld                       Trade Debt                $433,622
68 Albany St.
Worcester, MA 01604

Bauer Industries              Trade Debt                $180,000
2401 Arden Way
Sacramento, CA 95825

Fitchburg Welding             Trade Debt                $155,707
4 Depot Rd.
Westminster, MA 01473

RASP, Inc.                    Trade Debt                 $68,739
22 Hudson Falls Rd.
South Glens Falls, NY 12803

Frances Bruno                 Trade Debt                 $65,000
4 Bradhaven Rd.
Slingerlands, NY 12159

Advanced Tool & Machine       Trade Debt                 $58,742
249 Lebanon Mountain Rd. B11
Pittsfield, MA 01201

MBNA                          Trade Debt                 $56,894
P.O. Box 15469
Wilmington, DE 19886

Ackroyd                       Trade Debt                 $52,281
966 Broadway
Albany, NY 12204

Lancaster Steel               Trade Debt                 $51,465
730 Convention Tower
Buffalo, NY 14202

Elm Electrical, Inc.          Trade Debt                 $48,378
68 Union St.
Westfield, MA 01085

Ralph W. Earl Co.             Trade Debt                 $44,722
P.O. Box 2369
Syracuse, NY 13220

Franbilt, Inc.                Trade Debt                 $44,135
6746 Akron Rd.
Lockport, NY 14094

Horizon                       Trade Debt                 $30,345
P.O. Box 759
Portland, ME 041040759

Empire State Electric         Trade Debt                 $23,133
8 Nolan Rd.
Albany, NY 12205

Atlantic Industrial           Trade Debt                 $21,333
Technologies
111 Bridge Rd.
Islandia, NY 11749

Unified Holdings              Trade Debt                 $20,049
194 Washington Ave.
Albany, NY 122102314

Callahan Motion               Trade Debt                 $19,205
9760 County Rd.
Clarence Center, NY 14032

KJ Electric                   Trade Debt                 $17,253
P.O. Box 160
Syracuse, NY 13206-0160

Technico, Inc.                Trade Debt                 $16,034
766 North Drive Rd. NW
Warren, OH 44483

Plattco Corporation           Trade Debt                 $15,307
7 White St.
Plattsburgh, NY 12901


CABLEMAS S.A.: Moody's Assigns Corporate Family Rating at B1
------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
Cablemas.  The outlook is stable.  This rating action is in
accordance with the B1 ratings Moody's assigned to Cablemas, S.A.
de C.V.'s USD$175 million of senior unsecured notes, with a stable
outlook, on November 4th, 2005.  The proceeds of the issue were
used to refinance debt and for capital expenditures.


CALPINE CORP: Wants to Hire Kirkland & Ellis as Bankruptcy Counsel
------------------------------------------------------------------          
By this application, Calpine Corporation and its debtor-affiliates
seek the U.S. Bankruptcy Court for the Southern District of New
York's authority to employ Kirkland & Ellis LLP as their attorneys
to perform the necessary legal services during their Chapter 11
cases.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
discloses that Kirkland has extensive expertise, experience and
knowledge practicing before bankruptcy courts specifically in the
field of debtors' and creditors' rights and business
reorganizations under chapter 11 of the Bankruptcy Code.

The firm, Mr. Cieri relates, has been actively involved in major
chapter 11 cases and has represented debtors in many cases
including Collins & Aikman Corporation, Tower Automotive, Inc.,
UAL Corp., and Trans World Airlines, Inc.

As bankruptcy counsel, Kirkland will:

    (a) advise the Debtors with respect to their powers and duties
        as debtors-in-possession;

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

    (c) take all necessary actions to protect and preserve the
        Debtors' estates, including prosecuting actions on the
        Debtors' behalf, defending any action commenced against
        the Debtors and representing the Debtors' interests in
        negotiations concerning all litigation involving the
        Debtors;

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

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

    (f) represent the Debtors in connection with obtaining
        postpetition financing;

    (g) advise the Debtors in connection with any potential sale
        of assets;

    (h) appear and protect the interest of the Debtors' estates
        before the Court, any appellate courts and the United
        States Trustee;

    (i) consult with the Debtors regarding tax matters; and

    (j) perform all other necessary legal services to the Debtors
        in connection with the Chapter 11 cases, including the
        analysis of the Debtors' leases and executory contracts
        and the assumption, rejection or assignment thereof, the
        analysis of the validity of liens against the Debtors and
        advice on corporate, litigation and environmental matters.

The firm's professionals' current hourly rates are:

                Partner                   $545 - $850
                Of Counsel                $330 - $595
                Associates                $295 - $510
                Paraprofessionals         $115 - $240

Specifically, the Kirkland professionals expected to render
services to the Debtors and their current billing rates are:

               Richard M. Cieri, Esq.       $825
               Matthew A. Cantor, Esq.      $745
               Robert G. Burns, Esq.        $635
               Edward O. Sassower, Esq.     $595
               Evan Gartenlaub, Esq.        $480
               Diana Moran, Esq.            $445
               Katherine Piper, Esq.        $445
               Javier Schiffrin, Esq.       $480
               Alexandra Kelly, Esq.        $395
               Robert R. Urband, Esq.       $350
               Heather Fowler, Esq.         $350

Kirkland will seek reimbursement for actual and necessary
expenses incurred in connection with the services it provides.

Mr. Cieri reports that Kirkland has received a classic retainer.
The Debtors have agreed that the classic retainer was earned upon
receipt and will be adjusted accordingly.

As of the Petition date, Kirkland believes that the Debtors do
not owe the firm any amount for legal services rendered.

Mr. Cieri assures the Court that Kirkland is a disinterested
person and does not hold or represent any interest adverse to the
Debtors' estates.

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. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants to Hire Miller Buckfire as Financial Advisors
-----------------------------------------------------------------          
Calpine Corporation and its debtor-affiliates entered into a
letter agreement on Dec. 1, 2005, with Miller Buckfire & Co.,
pursuant to which the firm will serve as financial advisors and
investment bankers to the Debtors.

Miller Buckfire is an independent firm that provides strategic
and financial advisory services in large-scale corporate
restructuring transactions.  The Debtors selected Miller Buckfire
because of its professionals' extensive experience in providing
financial advisory and investment banking services to financially
distressed companies and to creditors, equity holders and other
constituencies in reorganization proceedings and complex
financial restructurings, both in- and out-of-court.

In May 2005, the independent directors of the Debtors retained
Miller Buckfire to assist in the evaluation of strategic
alternatives and to render financial advisory services to the
board of directors and the Debtors in connection with their
ongoing restructuring efforts.  Since then, the firm's engagement
has been twice modified to include representation of the entire
board of directors and the Debtors, performing evaluation of
potential contingency planning, and in December, representing the
Debtors in connection with their consideration of a chapter 11
proceeding.

Since the commencement of its engagement, Miller Buckfire has,
among other things, assisted the Debtors in obtaining a debtor-
in-possession financing facility.

By this application, the Debtors seek the U.S. Bankruptcy Court
for the Southern District of New York's permission to employ
Miller Buckfire effective as of the Petition Date.

Among others, the firm will:

      (1) review and analyze the Debtors' liquidity position and
          assist management in identifying areas and means to
          improve and preserve the Debtors' liquidity;

      (2) assist in the determination of a capital structure for
          the Debtors;

      (3) provide financial advice and assistance to the Debtors
          in developing and seeking approval of a restructuring
          plan;

      (4) advise the Debtors on the terms of new securities to be
          offered pursuant to a restructuring plan;

      (5) provide financial advice and assistance to the Debtors
          in a sale of all or substantially all of the Debtors'
          business; and

      (6) advise and assist the Debtors in evaluating potential
          financings by the Debtors, including debtor-in-
          possession and exit financing.

The Debtors propose to pay Miller Buckfire:

      (a) A $250,000 Monthly Advisory Fee;

      (b) A $2,000,000 DIP Financing Fee once a written commitment
          for a DIP financing facility is obtained;

      (c) A $17,000,000 Completion Fee, if the Debtors consummate
          a transaction.  The fee will be paid upon closing of the
          transaction and the effective date of a plan of
          reorganization approved by the Court;

      (d) A $2,000,000 Retainer, to be credited in full against
          the Completion Fee; and

      (e) Regardless of whether any transaction occurs, the
          Debtors will promptly reimburse Miller Buckfire, upon
          request from time to time, for all reasonable out-of-
          pocket expenses and other reasonable fees and expenses,
          including expenses of counsel retained with the Debtors'
          consent.

Under the terms of the Engagement Letter, the Debtors will
reimburse Miller Buckfire on a monthly basis for its travel and
other reasonable out-of-pocket expenses.  The retainer fee was
paid on December 15, 2005.

Prior to the Petition Date, the Debtors also paid Miller Buckfire
$1,875,000 for Monthly Advisory Fees and $167,850 for expense
reimbursement.

Miller Buckfire discloses that it:

      -- has no connection with the Debtors, their creditors, or
         other parties-in-interest, the U.S. Trustee or any person
         employed in the office of the U.S. Trustee;

      -- does not hold any interest adverse to the Debtors'
         estates; and

      -- is a "disinterested person" as defined by Section 101(14)
         of the Bankruptcy Code.

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. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Look for Bankruptcy Schedules on March 5
------------------------------------------------------          
Section 521(1) of the Bankruptcy Code requires a debtor to file
with the Court its schedules of assets and liabilities, schedules
of current income and expenditures, schedules of executory
contracts and unexpired leases, and statements of financial
affairs.

Each of Calpine Corporation and its debtor-affiliates filed with
their petitions a creditor list, Richard M. Cieri, Esq., at
Kirkland & Ellis, LLP, in New York, points out.  Where a debtor
files a list of creditors with its petition, Rule 1007(c) of the
Federal Rules of the Bankruptcy Procedure allows the debtor to
file its Schedules and Statements within 15 days of the
Commencement Date.

The Debtors however believe that the 15-day automatic extension
of the time to file their Schedules and Statements under
Bankruptcy Rule 1007(c) will not be sufficient.

The Debtors have approximately 3,500 creditors, Mr. Cieri notes.
The conduct and operation of the Debtors' business operations
also require them to maintain voluminous books and records and
complex accounting systems, he continues.  Given the size and
complexity of their business operations, the number of creditors
and the fact that certain prepetition invoices have not yet been
received or entered into the Debtors' financial accounting
systems, the Debtors have begun, but have not yet finished,
compiling the information required to complete their Schedules
and Statements.

Pursuant to Rule 1007(c) of the Federal Rules of Bankruptcy
Procedure, the Debtors sought and obtained a Court order
extending the deadline to file their Schedules and Statements by
an additional 60 days.  The Debtors now have until March 5, 2006,
to file their Schedules and Statements.

The Debtors assure the U.S. Bankruptcy Court for the Southern
District of New York that they will work with the Office
of the United States Trustee and any subsequently appointed
creditors' committee to make available sufficient financial data
and creditor information to permit at least an initial Section
341 meeting to be timely held.

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. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Wants Until Feb. 14 to Solicit Votes
--------------------------------------------------------------
The Archdiocese of Portland in Oregon asks the U.S. Bankruptcy
Court for the District of Oregon to extend the period within which
it may solicit acceptances of its Plan of Reorganization to
Feb. 14, 2006.

An extension of the Solicitation Period will allow Portland a
reasonable amount of time to negotiate with creditors, and to
provide sufficient time for voting and confirmation hearings on
the Plan, Thomas A. Stilley, Esq., at Sussman Shank LLP, in
Portland, Oregon, asserts.

According to Mr. Stilley, there are many unresolved complex
issues, which are anticipated to delay confirmation of the Plan
past the current Jan. 16, 2006, exclusivity deadline.

In particular, Mr. Stilley relates that:

   (a) settlement negotiations are continuing among Portland,
       the Tort Claimants Committee, the Parishes and
       Parishioners Committee, and the Future Claimants
       Representative regarding the Property of the Estate
       Litigation and Plan confirmation issues.  Portland is
       hopeful that the negotiations will lead to settlement of
       the property litigation and the support for Portland's
       Plan by the parties who are involved in the negotiations.

   (b) Portland has filed a request to estimate present
       unresolved child sex abuse claims.  Responses are due on
       January 6, 2006, with Portland's reply due on January 26,
       2006, and a preliminary hearing on February 14, 2006.
       Estimation of the claims will be necessary for voting on
       any plan and determining whether the Plan can be
       confirmed.

   (c) Portland has filed additional requests to estimate other
       unliquidated tort claims.  Responses are due on Jan. 9,
       2006, with Portland's replies due on February 3, 2006, and
       a preliminary hearing on February 14, 2006.  Estimation of
       these claims is also necessary for voting and Plan
       confirmation purposes.

   (d) The Court has required preliminary briefing on disputed
       Plan Confirmation issues.  Portland anticipates the issues
       will include:

          -- whether Portland's Plan, which provides for payment
             in full of the Court's estimated amount of all
             unliquidated tort claims, meets the "best interest
             test" without the need to determine the estimated
             liquidation value of the Archdiocese's assets; and

          -- whether the Plan is feasible.

       The non-proponents' briefs regarding these and any other
       disputed confirmation issues are due on January 6, 2006,
       with Portland's response due on January 26, 2006.  The
       hearing on the matter is scheduled for February 14, 2006.
       Objections to Portland's Disclosure Statement are likewise
       due on January 6, 2006, with Portland's responses due on
       January 26, 2006, and the hearing on February 14, 2006.

Mr. Stilley points out that denial of Portland's request will be
detrimental to its efforts to reorganize and will result in a
costly and time-consuming distraction from the Archdiocese's
efforts to confirm a plan and pay creditors.  

"The Tort Claimants Committee has made it clear that it will file
a competing plan at the first opportunity," Mr. Stilley tells
Judge Perris.  

Competing plans in the Chapter 11 case will accomplish nothing
other than to further increase the cost to the estate for payment
of professional fees, Mr. Stilley contends.  It is likewise highly
unlikely that the Tort Committee could propose a confirmable plan
at this time, Mr. Stilley adds.  The only potentially feasible
plan the Tort Committee could propose would be a liquidating plan,
the legality of which is highly questionable, and will offer no
assurance to creditors that the liquidating plan will be able to
pay them anywhere near the value of their claims.

Portland's Plan, in contrast, proposes to pay the full estimated
value of the claims, which, based on the Archdiocese's request to
estimate present unresolved child sex abuse claims, provides for
payment of up to $40,000,000 for the present child sex abuse
claims, not including any Future Claims.  

Besides, Mr. Stilley says, the proponent of any competing plan
will face the same, if not more, obstacles to confirmation than
the Archdiocese, which include determination of:

   (1) the value of the unliquidated claims for both voting and
       confirmation purposes;

   (2) whether Portland's expected cash flow will provide
       sufficient funding to make the payments required by the
       plan, including the repayment of any loans; and

   (3) determination of what assets constitute the unrestricted
       property of the estate and the estimated liquidation value
       of the property.

Portland maintains that the extension is not being sought to
pressure creditors.  The creditors in the Chapter 11 case have
launched their own offensive litigation in the Property of the
Estate adversary proceeding and have vigorously litigated other
matters including numerous discovery issues.  There is no reason
to believe that these creditors will suffer any prejudice or be
hampered from protecting their interests if the Tort Committee is
temporarily foreclosed from filing a competing plan.  The
extension is sought merely to allow Portland a reasonable period
of time to attempt to confirm its Plan.

The Court can make a decision at the February 14, 2006 hearing on
the Disclosure Statement and the Disputed Confirmation Issues
whether to further extend Portland's Exclusive Solicitation
Period to allow for voting and a confirmation hearing on the
Archdiocese's Plan prior to allowing the filing of any competing
plans, Mr. Stilley adds.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 49; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Has Until Jan. 23 to Estimate Claims
--------------------------------------------------------------
According to Thomas A. Stilley, Esq., at Sussman Shank LLP, in
Portland, Oregon, seven claims for indemnity were filed by the
Archdiocese of Portland's co-defendants in unknown amounts.  The
co-defendants' claims were based on tort claims, which have been
asserted or may be asserted against the co-defendants:

       Claim No.    Co-defendants
       --------     -------------
         120        Order of Friar Servants of Mary
         173        Redemptorist Society of Oregon
         323        St. Mary's Home
         451        Mt. Angel Abbey
         453        Mt. Angel Abbey
         454        Franciscan Friars of California
         455        Franciscan Friars of Oregon

Mr. Stilley informs the U.S. Bankruptcy Court for the District of
Oregon that Portland is in the process of contacting the co-
defendants to determine the best way to resolve the indemnity
claims.  Portland needs to obtain further information regarding
the claims and the basis for each claim before the Archdiocese is
in the position to file requests to estimate the claims.

At Portland's request, Judge Perris extends the deadline by which
the Archdiocese may file requests to estimate the seven contingent
and unliquidated claims to Jan. 23, 2006.

If Portland is unable to resolve the claims by Jan. 23, 2006,
Mr. Stilley assures Judge Perris that Portland will file
estimation requests or propose some alternative method for
determining the amount of the claims for voting and confirmation
purposes.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 49; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CDC MORTGAGE: S&P Shaves Ratings on Two Class B Certs. to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the M-1
classes from CDC Mortgage Capital Trust series 2002-HE3, 2003-HE1,
2003-HE2, and 2003-HE3 to 'AA+' from 'AA'.

Additionally, the ratings on class B from series 2001-HE1 and
class B-2 from series 2002-HE2 are lowered to 'BB' from 'BBB-' and
placed on CreditWatch with negative implications.

At the same time, the ratings on the remaining publicly rated
classes from these transactions and on four other CDC Mortgage
Capital Trust transactions are affirmed.

The upgrades reflect improved current and projected credit support
percentages in the form of subordination, overcollateralization,
and excess spread.  Projected credit support percentages are at
least 2.25x the loss coverage levels associated with the new
ratings.

The lowered ratings and CreditWatch placements reflect actual and
projected credit support percentages that are lower than the
levels necessary to maintain the previous ratings.  The original
credit support was 8.18% for class B from series 2001-HE1 and
8.25% for class B-2 from series 2002-HE2.  The current credit
support levels for these classes are 6.03% and 6.85%,
respectively.  Excess interest has been insufficient to cover the
realized losses for both series.  Average monthly realized losses
for series 2001-HE1 during the past 12 months were $111,910, which
is 8.82% more than the average monthly excess interest of $102,842
generated for the period.  Average monthly-realized losses for
series 2002-HE2 during the past 12 months were $356,550, which is
63.54% more than the average monthly excess interest of $218,017
generated for the period.
    
The ratings on the two downgraded classes have been placed on
CreditWatch negative because of projected additional losses
resulting from high delinquencies.  As of the November 2005
distribution date, total delinquencies for series 2001-HE1 were
45.06%, and 21.9% were categorized as seriously delinquent; for
series 2002-HE2, total delinquencies were 34.32%, and 19.27% were
categorized as seriously delinquent.  Standard & Poor's will
continue to closely monitor the performance of these transactions.  
If the delinquent loans translate into realized losses that
outpace excess spread, the ratings on these classes are likely to
be lowered to 'B' or lower, depending on the size of the losses
and the remaining credit support.  If losses are considerably
lower than our projections, the current 'BB' ratings are likely to
be affirmed.

The affirmed ratings reflect loss coverage percentages that meet
or exceed the levels necessary to maintain the current ratings.  
These transactions benefit from credit enhancement provided by
subordination, overcollateralization, and excess spread.  
Additional credit enhancement for class A from series 2002-HE1,
class A-1 and A-3 from series 2003-HE3, and the A-1 classes from
series 2003-HE4, 2004-HE1, 2004-HE2, and 2004-HE3 is provided by a
financial guaranty insurance policy issued by Financial Security
Assurance Inc.

As of the November 2005 remittance date, total delinquencies
ranged from 9.16% to 45.06%.  Cumulative losses, as a percentage
of the original trust balances, ranged from 0.07% to 2.15%.

The outstanding pool balances of series that are 18 months or
older range from 9.20% to 35.65% of their original sizes.  
However, the outstanding pool balances of the most recent issues
range from 42.73% to 51.3% of their original sizes.  
     
The collateral for all of the transactions consists of pools of
fixed- and adjustable-rate mortgage loans secured by first liens
on one- to four-family residential properties.
    
                         Ratings Raised
   
                   CDC Mortgage Capital Trust
   
                                             Rating
         Series           Class           To        From
         ------           -----           --        ----
         2002-HE3         M-1             AA+       AA
         2003-HE1         M-1             AA+       AA
         2003-HE2         M-1             AA+       AA
         2003-HE3         M-1             AA+       AA
   
       Ratings Lowered And Placed On Creditwatch Negative
   
                   CDC Mortgage Capital Trust
                                              Rating
   Series           Class            To                   From
   ------           -----            --                   ----
   2001-HE1         B                BB/Watch Neg         BBB-
   2002-HE2         B-2              BB/Watch Neg         BBB-
   
                        Ratings Affirmed
   
                   CDC Mortgage Capital Trust
   
     Series         Class                             Rating
     ------         -----                             ------
     2001-HE1       M-1                               AA+
     2001-HE1       M-2                               A
     2002-HE1       A                                 AAA
     2002-HE1       M                                 A
     2002-HE1       B                                 BBB-
     2002-HE2       M-1                               AA
     2002-HE2       M-2                               A
     2002-HE2       B-1                               BBB
     2002-HE3       M-2                               A
     2002-HE3       B-1                               BBB
     2002-HE3       B-2                               BBB-
     2003-HE1       M-2                               A
     2003-HE1       M-3                               A-
     2003-HE1       B-1                               BBB
     2003-HE1       B-2                               BBB-
     2003-HE2       A                                 AAA
     2003-HE2       M-2                               A
     2003-HE2       M-3                               A-
     2003-HE2       B-1                               BBB+
     2003-HE2       B-2                               BBB
     2003-HE2       B-3                               BBB-
     2003-HE3       A-1, A-2, A-3, A-5                AAA
     2003-HE3       M-2                               A
     2003-HE3       M-3                               A-
     2003-HE3       B-1                               BBB+
     2003-HE3       B-2                               BBB
     2003-HE3       B-3                               BBB-
     2003-HE4       A-1, A-2, A-3                     AAA
     2003-HE4       M-1                               AA
     2003-HE4       M-2                               A
     2003-HE4       M-3                               A-
     2003-HE4       B-1                               BBB+
     2003-HE4       B-2                               BBB
     2003-HE4       B-3                               BBB-
     2004-HE1       A-1, A-2, A-3, A-4                AAA
     2004-HE1       M-1                               AA
     2004-HE1       M-2                               A
     2004-HE1       M-3                               A-
     2004-HE1       B-1                               BBB+
     2004-HE1       B-2                               BBB
     2004-HE1       B-3                               BBB-
     2004-HE2       A-1, A-3, A-4                     AAA
     2004-HE2       M-1                               AA
     2004-HE2       M-2                               A
     2004-HE2       M-3                               A-
     2004-HE2       B-1                               BBB+
     2004-HE2       B-2                               BBB
     2004-HE2       B-3                               BBB-
     2004-HE2       B-4                               BB+
     2004-HE3       A-1, A-2                          AAA
     2004-HE3       M-1                               AA
     2004-HE3       M-2                               A
     2004-HE3       M-3                               A-
     2004-HE3       B-1                               BBB+
     2004-HE3       B-2                               BBB
     2004-HE3       B-3                               BBB-
     2004-HE3       B-4                               BB+


CENTURY/ML CABLE: Distributing Millions to ACOM from Plan Reserve
-----------------------------------------------------------------
As previously reported, Adelphia Communications Corp. and ML
Media Partners, L.P., sold their interests in Century/ML Cable
Venture on October 31, 2005, pursuant to an Interest Acquisition
Agreement by and among ML Media Partners, Century Communications
Corp., Century/ML, Century ML Cable Corp. and buyer San Juan
Cable, LLC.  Some of the proceeds from the Sale were escrowed in
a Plan Funding Reserve Account.

Pursuant to an agreement between ACOM and ML Media, no money can
be transferred out of the Plan Funding Reserve Account without
the consent of both ML Media and ACOM.

Since its bankruptcy filing, ACOM has advanced, and continues to
advance, amounts on behalf of Century/ML.  Century/ML has
reimbursed ACOM for the Postpetition Advances that occurred
before October 2005.  ML Media believes that certain of the
Postpetition Advances have been excessive and has been asking
ACOM for documentation supporting the amount and basis for those
advances.

ACOM informed ML Media that it has advanced $2,139,319 on behalf
of Century/ML in October 2005.  ACOM expects to continue to
advance amounts on behalf of Century/ML.

Under the terms of the Interest Acquisition Agreement,
Century/ML's new owner will not reimburse the Post-October
Advances because those are Excluded Liabilities as defined in the
Agreement.  ML Media does not agree that Century/ML appropriately
owes the full amount of the Post-Petition Advances.

In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, ACOM and Century/ML agree that:

    a. Century/ML will be authorized to disburse $2,139,319 from
       the Plan Funding Reserve Account to ACOM.

    b. Century/ML will be permitted to disburse other reasonable
       amounts from the Plan Funding Reserve Account requested by
       ACOM and agreed to by ML Media.

    c. In any determination of the amount of the Postpetition
       Advances appropriately owed by Century/ML to ACOM, ACOM
       will bear the burden of proof of establishing the aggregate
       amount of Postpetition Advances owed by Century/ML.

    d. In the event that either the Court, any other forum of
       competent jurisdiction or the Stipulating Parties determine
       that the reimbursement of any Postpetition Advances was in
       excess of what Century/ML appropriately owed, ACOM will pay
       the overage into the Plan Funding Reserve Account
       immediately after the determination.

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. (Adelphia Bankruptcy News, Issue No.
117; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHOICE COMMUNITIES: Disclosure Statement Hearing Set for Jan. 10
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland will
convene a hearing at 10:00 a.m. on Jan. 10, 2006, to consider the
adequacy of information contained in Choice Communities, Inc., dba
Eastpoint Nursing & Rehabilitation Center's Disclosure Statement
explaining its Plan of Reorganization.

As previously reported, the Plan classifies claims and interests
into six groups.

                 Class 1: Bondholders Claims

Bondholders Claims will be an allowed Secured Claim totaling
$10,090,000.  Holders of the Allowed Series 1998A Bonds will
receive on account a Pro Rata share of the New Series A Bonds.  
Holders of the Allowed Series 1998B Bond Claim will receive on
account a Pro Rata share of the New Series B Bonds.

The terms of the New Series A Bonds and New Series B Bonds will be
set in the New Indenture Loan Agreements which includes:

    * Interest Rates

      Both the New Series A Bonds and New Series B Bonds shall
      have interest rates of 7.12%

    * Payment and Maturity Dates

      Beginning on Nov. 30, 2005 and thereafter on the 30th day
      of Dec. 2005 to Apr. 2006, the Debtor shall pat to the
      Indenture Trustee, on account of and in satisfaction of the
      New Bonds, the sums of $29,934.  Beginning on May 2006 and
      continuing on the 30th day of each subsequent month, the
      Debtor shall pay the Indenture Trust the sum of $59,867.

      The Accrued Bondholder Interest shall be deferred and shall
      not otherwise be due and payable until the maturity date of
      the New Bonds, provided that if the Reorganized Debtor
      makes all payments in accordance with the terms of the New
      Bonds, the Accrued Bondholder Interest shall be deemed
      waived and not due or payable at the maturity date.  The
      New bonds will mature in a single maturity on Dec. 31,
      2035.

    * Collateral

      As collateral security for the New Bonds, the Indenture
      Trustee shall, pursuant to the New Indenture Loan
      Agreement, be granted a lien and security interest upon all
      of the Assets of the Reorganized Debtor to the same extent
      and priority provided in the Indenture Deed of Trust,
      Indenture Loan Agreement or Indenture Trust.

      The lien and security interest granted to the Indenture
      Trustee by the terms of the Plan shall be subordinate to a
      security interest granted pursuant to the terms of the Exit
      Facility in the Reorganized Debtor's accounts receivables
      to the extent of any funds advanced, from time to time in
      an amount not to exceed the maximum amount of the Exit
      Facility.

              Class 2: Eastpoint Associates Claims

Eastpoint Associate Limited Partnership's Claim are Claims
asserted against the Debtor by Eastpoint Associates, or any
successor thereto, due under or in connection with the Non-
Negotiable Subordinated Promissory Note dated Apr. 30, 1998 in the
principal sum of $750,000, the Subordinated Deferred Purchase
Money Deed of Trust and the Subordination Agreement executed in
connection therewith.

Under the Plan, Eastpoint Associates Claims will be considered an
Undersecured Claim and be treated as a Class 5 Unsecured Claim.

                      Class 3: DHMH Claims

State of Maryland Department of Health and Metal Hygiene Claims
are Claims asserted against the Debtor in connection with:

    (i) any cost settlements for fiscal years ending prior to
        the Petition Date, and

   (ii) any sums advanced to the Debtor from the Interim Working
        Capital Fund.

The Debtor will pay the DMH the Allowed Amount of its claims in 60
consecutive monthly payments plus 3% simple interest.  The first
payment will be due on the later of:

    (a) the 30th day of the first full month following the
        Effective Date; or

    (b) 30th day of the first full month following the date such
        Claim becomes allowed.

                Class 4: Senior Care Claims

Senior Care Management Services Inc. Claims will be an allowed
Secured Claim in the aggregate principal amount of not more than
$71,000 plus any accrued and unpaid interest pursuant to the terms
of the Revolving Loan.  The Claim will be satisfied from funds
advanced to the Reorganized Debtor pursuant to the terms of the
Exit Facility.

                Class 5: Unsecured Claims

On the Effective Date, the Debtor will execute and deliver to the
Disbursing Agent Promissory Notes which will be a non-interest
bearing note in the principal amount of $50,000, due and payable
in one payment on the date that is the last of the 5 Unsecured
Claim Payment Dates.

Holders of Allowed Class 5 Claims will receive their Pro Rata
share of the Distributable Class.  The payments will be
distributed on April 1st of each of the four calendar years
following the year in which the Court enters the Confirmation
Order.  If the minimum aggregate amount distributed by the Debtor
to the holders of Class 5 Claims on or before the last of the 5
Unsecured Claim Payment Dates is greater than $50,000, the Class 5
Promissory Note will be deemed satisfied in full.

                    Class 6: 510(c) Claims

Holders of the 510(c) Claims will not get anything under the Plan.

                       Exit Facility

Senior Care has committed a $500,000 exit facility in
substantially the same form and content as the Revolving Credit
Note and the Revolving Loan and Security Agreement between the
Debtor and Senior Care, each dated as of Jan. 1, 2004.

Headquartered in Baltimore, Maryland, Choice Communities, Inc.,
owns and operates a licensed 180-bed nursing facility.  The
Company filed for chapter 11 protection on Jan. 24, 2005 (Bankr.
D. Md. Case No. 05-11536).  Joel I. Sher, Esq., Richard M.
Goldberg, Esq., and Paul V. Danielson, Esq., at Shapiro Sher
Guinot & Sandler represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and
estimated debts between $10 million to $50 million.


DELTA AIR: Retirees Want Court to Bar Use of D&S Trust Funds
------------------------------------------------------------
Before the Petition Date, Delta Air Lines, Inc., created the
Delta Family Care Disability and Survivorship Plan as an employee
welfare benefit plan as defined in the Employee Retirement Income
Security Act.  The Plan generally provides benefits for employees
who become disabled, survivor benefits for the eligible family
members of retirees, and life insurance benefits for retirees.  
Delta contributes funds to the Plan, held in a trust fund
administered by the Plan's trustee for the benefit of the members
and the Plan's beneficiaries.

Pursuant to a Disability and Survivorship Trust, restated and
amended as of July 1, 2001, the Trust was established to fund
only "the Delta Family-Care Disability and Survivorship Plan," to
"provide life insurance, medical, or other benefits" that maybe
provided by a voluntary employee benefit association under
Section 501(c)(9) of the Internal Revenue Code.  Under the Trust,
the Administrative Committee of Delta would conduct the general
operation and administration of the Plan and that the Benefit
Funds Investment Committee of the Delta Board of Directors would
be the named fiduciary for investment of plan assets.

The Trust required the trustee to make disbursements as directed
by the instructions of the BFIC or the Administrative Committee
or their designees, and provided that the BFIC and Administrative
Committee "shall be responsible for insuring that any payment
directed . . . conforms to the provisions of the Plan, this
[Trust] Agreement and the provisions of ERISA."

An earlier 1994 Delta Family Care Disability and Survivorship
Plan Trust, restated and amended effective January 1, 1994, did
not provide for any severance benefits.  Amendment 1 to the 1994
Trust provided the:

   (i) revision of the definition of the Plan to include:

        * the Delta Air Lines, Inc. Recovery Plan Voluntary
          Severance Program,

        * the Delta Air Lines Recovery Plan Published Pay Scale
          Employees Reduction in Force Program, and

        * the Delta Air Lines, Inc. Recovery Plan Supervisory/
          Administrative Employees and Corporate Administrative
          Support Employees Involuntary Severance Program; and

  (ii) restriction of payment of severance benefits, barring
       disbursements from the Trust on account of benefits from
       the Voluntary Severance Program, the Published Pay Scale
       Employees Reduction in Force Program, and the Supervisory/
       Administrative Employees and Corporate Administrative
       Support Employees Involuntary Severance Program unless the
       obligation to pay benefits arose between September 11,
       2001, and March 1, 2002.

             Delta's Payments from Trust Are Improper

The Delta Air Lines Section 1114 Committee, representing non-
pilot retirees, informs the U.S. Bankruptcy Court for the Southern
District of New York that it has urgently sought the Trust/Plan's
disclosure documents from Delta, but has yet to receive any
documentation.  

In response to the Retiree Committee's repeated requests, Delta
stated that, in November 2001, the Trust was amended effective
Sept. 11, 2001, to provide for the payment of severance
benefits.  Delta asserts that, under ERISA, only participants in
the Delta severance plans were entitled to notice of the payment
of severance through the Trust, and these individuals received
the notice in summary plan descriptions at the time they were
offered participation in the severance plans.

Neil A. Goteiner, Esq., at Farella Braun + Martel LLP, in San
Francisco, California, relates that, when Delta finally provided
an FAS 112 actuarial value report for the Trust, the report was
for the 2001 fiscal year.  At that point in time, and using the
stated funding assumption of an expected 10% compounded annual
long-term rate of return on assets, the Trust was over-funded by
$99,000,000.

Mr. Goteiner says Delta provided the current reports Dec. 1,
2005, which predictably reflected the more relevant far lower
"fair market value" -- the Trust was underfunded by $212,000,000.

The Retiree Committee contends that it is now apparent that Delta
has been improperly paying millions of dollars annually in
employee severance claims, and in lieu of salary, to furloughed
employees, out of the Disability and Survivorship Trust since
2002.  According to the Retiree Committee, starting with
$6,000,000 in 2002, Delta continued to pay $13,200,000 in
severance in 2003, and $2,800,000 in 2004.  Delta has not yet
confirmed the unaudited amount of severance payments made for the
year ending June 30, 2005, but Delta has orally disclosed that it
will be in the range of $14,000,000.  With the possible exception
of some of the 2002 payments, none of the subsequent payments are
provided for under the terms of the Trust, Mr. Goteiner notes.

On the Petition Date, before the Official Committee of Unsecured
Creditors or the Retiree Committee had been appointed, Delta
sought and obtained authority to continue payments of "Health and
Welfare Plan Obligations," noting that the Debtor's annual
expenses for "Health and Welfare Plan Obligations" were
approximately $600,000,000 and that over $156,000,000 "was paid
directly from fully funded trusts during the 2004 plan year to
meet obligations under two Health and Welfare Plans that provide
disability and survivorship benefits to pilots and non-pilot
employees."

That was a clear misstatement, Mr. Goteiner tells Judge Beatty.  
By June 30, 2004, the non-pilot Disability and Survivorship plan
was under-funded by $212,000,000 due partially to the plan
failing to meet unrealistic financial assumptions as well as to
the illegal withdrawals at that time of at least $36,000,000.

The Debtors' request also alleged that employees were receiving
severance benefits out of a "Supplemental Unemployment Program"
which was funded "primarily" through the Delta Family-Care
Disability and Survivorship Trust.  The Debtors acknowledged that
the assets in the trust were not "property of the Debtors'
estates and can only be used to pay qualifying benefits."

However, the Debtors slipped in another misstatement; the Debtors
said the qualifying benefits include "severance payments under
the Supplemental Unemployment Program."  This flatly disregarded
the Trust's complete lack of authorization that permits funding
of a Supplemental Unemployment Program, Mr. Goteiner avers.  He
notes that the Trust specifically prohibited payment of severance
out of the trust arising after March 1, 2002.

              Retiree Group Asks Court to Intervene

The Retiree Committee warns that Delta has on average been
reducing the Trust by $3,000,000 each month, and can be expected
to continue to make severance, furlough, and other unauthorized
payments unless the Court stops it.

By this motion, the Retiree Committee asks the Court to:

   (1) determine that Section 1114(a) of the Bankruptcy Code
       applies to the Trust so that Delta is precluded from
       amending the Trust or the Plan without first complying
       with the requirements of Section 1114 if the amendment
       would in any way impact the payment or prospect for
       payment of any "benefits in the event of sickness,
       accident, disability, or death";

   (2) direct, with respect to all unauthorized disbursements
       going forward, Delta to immediately cease payment from
       the Trust of any obligations for severance, furloughs, or
       any other unauthorized amounts, and immediately repay the
       Trust any unauthorized amounts disbursed from the Trust
       since September 13, 2005, together with 8% annual simple
       interest on the diverted funds;

   (3) direct Delta to provide the Retiree Committee:

          -- with information in connection with severance and
             other payments made from the Trust, and to identify
             former Delta officers and directors who were members
             of the Administrative Committee and BFIC from
             September 11, 2001, to the present; and

          -- information regarding:

             (a) accounting of the funds removed from the Trust
                  since September 13, 2005;

             (b) calculation of the interest to be paid on the
                 diverted funds; and

             (c) accounting of all funds removed from the Trust
                 since September 11, 2001; and

   (4) authorize the Retiree Committee, to the extent Delta does
       not immediately repay to the Trust all unauthorized
       disbursements made from the Trust, to bring an adversary
       proceeding to determine whether Delta's assets are subject
       to a constructive trust or resulting trust, for the
       benefit of the Trust and in the amount equal to the total
       disbursements from the Trust for severance claims which
       arose or first became payable at any time after March 1,
       2002, and all other unauthorized payments, together with
       quarterly compounding interest.

Mr. Goteiner asserts that Delta's ongoing disbursements of
severance payments and any other unauthorized payments from the
Trust violate Section 1114(a) of the Bankruptcy Code, which
protects "payments . . . in the event of . . . disability or
death," and applies to payments "under any plan, fund or program
(through the purchase of insurance or otherwise)."  He reiterates
that the Trust provides disability and death payments within the
meaning of Section 1114.  However, the Trust did not provide for
payment of severance payments past March 2002.

Mr. Goteiner notes that payments made in violation of the Plan
and Trust constitute a breach of the fiduciary duties of the
BFIC, the designated fiduciary of the Trust, and the
Administrative Committee, the designated fiduciary of the Plan,
under Section 1104(a)(1) of the Labor Code.  The Plan's Trustees
also have violated their fiduciary duties under New York state
law, made applicable by Section 959(b) of the Judicial Procedures
Code.

Headquartered in Atlanta, Georgia, Delta Air Lines --  
http://www.delta.com/-- is the world's second-largest airline in   
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Pratt & Whitney Balks at Info Blocking Procedures
------------------------------------------------------------
As reported in Troubled Company Reporter on Nov. 16, 2005,
pursuant to Section 586(a)(3)(E) of the Judicial Procedures Code,
and Section 105(a) of the Bankruptcy Code, Deirdre A. Martini,
the United States Trustee for Region 2, asked the U.S. Bankruptcy
Court for the Southern District of New York to establish
information blocking procedures for members of the Official
Committee of Unsecured Creditors in Delta Air Lines Inc. and its
debtor-affiliates' chapter 11 cases.

                    Pratt & Whitney Objects

United Technologies Corporation, acting through its Pratt &
Whitney division, objects to the request of Deirdre A. Martini,
the United States Trustee for Region 2, for an order establishing
information blocking procedures for members of the Official
Committee of Unsecured Creditors.

Pratt & Whitney is a member of the Official Committee of
Unsecured Creditors in Delta Air Lines, Inc.'s Chapter 11
case.  It also is a member of the creditors' committee in the
bankruptcy case of United Air Lines pending in the Northern
District of Illinois, where it has appointed the same committee
representative.  Under the U.S. Trustee's proposal, Pratt &
Whitney would be required to appoint a different representative
to one or the other committee.

A number of air carriers in the United States either are
operating under bankruptcy protection or have recently emerged
from bankruptcy.  Hence, it is not surprising that a number of
the same creditors and creditor representatives -- vendors,
unions, indenture trustees, the Pension Benefit Guaranty
Corporation -- have sat on the official committees in multiple
cases, Thomas D. Goldberg, Esq., at Day, Berry & Howard LLP, in
Stamford, Connecticut, relates.

Pratt & Whitney says the U.S. Trustee does not articulate any
basis for its concern about the "possible misuse of confidential
information" by Committee members.

Mr. Goldberg notes that the members of the Committee are well
aware, both from their service in the case and service in
other cases, of their fiduciary obligations to protect the
confidentiality of non-public information learned as a result of
their service on the Committee.  These obligations typically are
codified in Committee by-laws.  

Mr. Goldberg adds that vendors like Pratt & Whitney frequently
have access to commercially sensitive information concerning
their customers, obtained not from their service on a creditors
committee but directly from their customer relationships.  The
vendor's reputation and ongoing customer relationships depend
upon its ability to safeguard that information.  

A member of a creditors committee should not be removed in the
absence of specific evidence that "supports a finding that the
member has breached or is likely to breach a fiduciary duty to,
or has an actual impermissible conflict of interest with, the
class of creditors represented by that member," Mr. Goldberg
contends, citing In re Macroboard Processing, Inc., 95 B.R. 283,
285 (Bankr. D. Conn. 1989).

Pratt & Whitney also points out that there is ample precedent for
committee members to serve on committees of different debtors in
the same industry, even if the debtors are direct competitors,
Mr. Goldberg notes, citing In re Caldor, Inc. - NY, 193 B.R. 165,
168 (Bankr. S.D.N.Y. 1996).  Mr. Goldberg points out that the
same law firm concurrently represents the committees of both
Aloha AirGroup and Hawaiian Airlines, the two largest carriers in
Hawaii and each other's most direct competitor.

"No blocking procedures were imposed either on the professionals
or on the overlapping committee members in those cases, and to
our knowledge there have been no adverse consequences to either
debtor," Mr. Goldberg tells Judge Beatty.

The U.S. Trustee's concern about overlap between the Delta and
UAL committees is particularly misplaced, Mr. Goldberg attests.
While Delta's case is in its early stages, UAL is expecting to
exit bankruptcy in about two months.  The bankruptcy court in
that case has approved a disclosure statement, set objection and
voting deadlines for December 12 and 19, 2005, and has scheduled
a confirmation hearing for January 17, 2006.  Given the
procedural status of the UAL case, there is no reasonable
likelihood that a member of the UAL committee could misuse
confidential information to the detriment of the debtors in these
cases, or vice versa.

Pratt & Whitney informs the Court that it has proposed to the
U.S. Trustee's office to implement specific procedures regarding
dissemination of confidential information obtained as a result of
service on the Delta and UAL committees.

These procedures include limiting persons to whom non-public
information from either committee may be disclosed, obtaining
confidentiality affidavits from each person with access to the
information, and accompanying the disclosure of any non-public
information with a legend instructing that the information is
subject to appropriate confidentiality restrictions.  Those
procedures would further assure that the potential harms
perceived by the U.S. Trustee will not occur, Mr. Goldberg
maintains.

Headquartered in Atlanta, Georgia, Delta Air Lines --  
http://www.delta.com/-- is the world's second-largest airline in   
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Retirees Want Carrier to Produce Pension Plan Documents
------------------------------------------------------------------
On Sept. 15, 2005, DP3, Inc., doing business as Delta Pilots'
Pension Preservation Organization, sought appointment of an
official committee of retired pilots under Sections 1113 and 1114
of the Bankruptcy Code.  Retired Delta pilots James H. Gray,
James Haigh, Reuben Black, William Wirth, James Bomar, Ronald
Stowe, Evan Gost, Richard Colby, and Donald Mairose supported the
Committee Motion.

Since filing for Chapter 11, the Delta Air Lines Inc., and its
debtor-affiliates have ceased payments of non-qualified pension
benefits to the retired pilots and payments to their defined
pension plans.  The Debtors have sought to reject their collective
bargaining agreement with their line pilots, the Pilot Working
Agreement.  All of those actions directly impact the retired
pilots whose rights derive from the CBA, John A. Christy, Esq., at
Schreeder, Wheeler & Flint, LLP, in Atlanta, Georgia, asserts.

According to Mr. Christy, the U.S. Bankruptcy Court for the
Southern District of New York has already acknowledged that the
retirement and pension benefits are important to the Debtors'
Chapter 11 cases and their reorganization.  The pension and
retirement benefits relate to the Committee Motion, the filings
of proofs of claim for terminated benefits, and the Debtors'
ability to successfully reorganize.

On Oct. 18, 2005, the Retired Pilots served the Debtors with
their first request for production of documents related to the
pension and retirement benefit plans and the Committee Motion.  
The Debtors' response to the Document Request was due on or
before November 20, 2005.  

In addition, DP3 also sought deposition of Delta pursuant to Rule
7030 of the Federal Rules of Bankruptcy Procedure and Rule
30(b)(6) of the Federal Rules of Civil Procedure.

DP3 complains that, as of Dec. 7, 2005, the Debtors have failed to
respond to the Document Request in violation of Rule 34 of the
Federal Rules of Civil Procedure.

Mr. Christy explains that the documents produced by Delta on
October 24, 2005, failed to include all requested documents,
specifically documents identifying the retired pilots and their
survivors, documents related to the pension and retirement
benefit plans, and documents related to the retirement benefit
trusts.  This is not a sufficient response and does not comport
with Civil Rule 34 or Bankruptcy Rule 7034, Mr. Christy says.

DP3 also complains that Delta failed to appear at the deposition
scheduled on October 24, 2005, in violation of Civil Rule 26 and
Bankruptcy Rule 7026.  Delta is not permitted to ignore the
deposition notice without seeking the entry of a protective
order, Mr. Christy argues.

Accordingly, DP3 asks the Court to compel the Debtors to respond
to the Document Request and designate a representative to appear
for deposition.  The Retired Pilots also request that the Court
award them attorney's fees incurred in bringing the request.

Headquartered in Atlanta, Georgia, Delta Air Lines --  
http://www.delta.com/-- is the world's second-largest airline in   
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DESA HOLDINGS: Wants November 16 Subpoena Quashed
-------------------------------------------------
DESA LLC, an affiliate of DESA Holdings Corporation, asks the U.S.
Bankruptcy Court for the District of Delaware to quash a subpoena
served on Nov. 16, 2005.

The subpoena was issued at the request of creditors:

     -- David Deng,
     -- Nanjing Flamingo Electric and Gas Products Co., Ltd., and
     -- Nanjing International Sourcing Group.

The subpoena orders DESA LLC to produce eight sets of documents
pertaining to a series of business transactions in international
locations, some of which occurred in China, and took place from
1998 to 2002, and involved DESA International, Inc., and a Chinese
national named David Deng.

A list of the documents that the creditors want is available free
of charge at http://researcharchives.com/t/s?405

Ronald L. Gaffney, Esq., at Pedley Zielke Gordinier & Pence, PLLC,
relates that DESA LLC did not exist yet at that time and it has
never done business with David Deng or any of the Chinese
businesses mentioned in the subpoena.  Mr. Gaffney adds that DESA
LLC only bought DESA International's assets but not its
liabilities.

Headquartered in Bowling Green, Kentucky, DESA International,
Inc., manufactured and marketed high-quality zone heating
products, hearth products, security lighting and specialty tools
for use in homes and commercial buildings.  The Company and its
affiliate filed for chapter 11 protection (Bankr. Del. Case No.
02-11672) on June 8, 2002.  James H.M. Sprayregen, Esq., James W.
Kapp, III, Esq., and Scott R. Zemnick, Esq., at Kirkland & Ellis,
LLP, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of up to $50 million and debts of up to $100 million in
debts.  On April 1, 2005, the Debtors' Second Amended Joint Plan
of Liquidation was confirmed and took effect on the same day.


DLJ MORTGAGE: Fitch Junks Rating on Class B-4 Certificates
----------------------------------------------------------
Fitch Ratings has taken these rating actions on the DLJ Mortgage
Acceptance Corporation residential mortgage pass-through
certificates:

   Series 1992-A

     -- Class A affirmed at 'AAA'.

   Series 1993-4

     -- Class 4-A affirmed at 'AAA';
     -- Class 4-B affirmed at 'AAA';
     -- Class 4-C affirmed at 'AAA'.

   Series 1993-19

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

   Series 1994-9

     -- Class A affirmed at 'AAA'.

All of the mortgage loans in the aforementioned transactions
consist of fixed- and adjustable-rate mortgages extended to prime
borrowers and are secured by first and second liens, primarily on
one- to four-family and multifamily properties.  As of the
December 2005 distribution date, the transactions are seasoned
from a range of 131 to 166 months and the pool factors range from
approximately 1% to 6%.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $9.1 million of outstanding certificates.  All
affirmed classes have experienced small to moderate growth in CE
since the last rating action in December 2004.

The downgrade on series 1993-19, class B-4 affects $24,893 of
total certificates.  As of the December 2005 distribution, the
pool has incurred losses of 0.13% of the initial pool balance.  
The class supporting the downgraded B4 class, the non-rated B5
certificate, has only $26,951 left in outstanding certificates
representing .43% of all outstanding certificates.

At the same time, the mortgage pool is experiencing 90+ day
delinquencies of 2.71%.  Even at a loss severity rate 30%, losses
projected with these delinquencies would exceed remaining
protection for the B-4 bond.

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


DMX MUSIC: Exclusive Plan-Filing Period Stretched to January 16
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Jan. 16, 2006, DMX Music, Inc., and its debtor-affiliates'
period within which they have the exclusive right to file a
chapter 11 plan.  The Debtors' exclusive right to solicit plan
acceptances is extended through March 17, 2005.

The Debtors told the Court that since the commencement of their
chapter 11 cases, the majority of their time and efforts have been
devoted to:

    (a) stabilizing their business operations,

    (b) completing the transition to operating as chapter 11
        debtors-in-possession; and

    (c) marketing and selling substantially all of their assets.

As reported in the Troubled Company Reporter on May 17, 2005, the
Debtors obtained Court approval for the sale of all of its
domestic and international operations to THP Capstar, Inc.  THP
Capstar had offered $75 million to purchase these assets and has
signed an Asset Purchase Agreement.

The Debtors told the Court that because of the sale process, they
have stopped the accrual of additional administrative expense
claims associated with operating debtors in chapter 11 cases.  The
Debtors assured the Court that they have been paying debts as they
come due and acted in good faith throughout the sale process and
maximized the value of their estates for the benefit of all
creditors.

The Debtors said that they are now entering the next phase of
their cases and that is, the negotiation and confirmation of a
liquidating chapter 11 plan that allocates the proceeds of the
sale.

The Debtors submit that the extension of their exclusive periods
will give them a reasonable opportunity to negotiate with their
creditors and propose and confirm a consensual plan.

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.


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

The Nevada Companies filed proofs of claim against the Debtors.

As reported in the Troubled Company Reporter on Dec. 9, 2005, to
avoid future disputes and litigation, Reorganized Debtors Enron
Corp.; EPMI; Enron North America Corp.; Enron Energy Marketing
Corp.; Enron Energy Services Inc.; Enron Energy Services North
America, Inc.; Enron Capital & Trade Resources International
Corp.; Enron Energy Services, LLC; Enron Energy Services
Operations, Inc.; Enron Natural Gas Marketing Corp. and ENA
Upstream Company, LLC, entered into a settlement agreement with
the Nevada Companies.

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

(A) Monetary Considerations

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

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

(B) Non-Monetary Considerations

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

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

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

        * the Partnership/Gaming Proceeding;

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

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

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

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

        * FERC Docket No. EL02-71;

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

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

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

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

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

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

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

(C) Mutual Releases

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

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

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

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

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

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

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

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

                        *     *     *

The Court grants the Reorganized Debtors' request in all
respects.

The Settlement resolves the long-term, ongoing litigation
involving claims with respect to terminated purchase power
contracts between Enron Power Marketing Inc. and Nevada Power
Company and Sierra Pacific Power Company.

The Settlement Agreement provides for the settlement and release
of the on-going litigation, regulatory proceedings, appellate
proceedings, proofs of claim and other claims between Enron and
the Utilities related to the terminated purchase power contracts,
before the Enron Bankruptcy Court, the U.S. District Court for
the Southern District of New York, the Federal Energy Regulatory
Commission and the United States Court of Appeals for the Ninth
Circuit.  The settlement contemplated by the Settlement Agreement
is also conditioned upon receipt of approval of the FERC.


ENRON CORP: Energy Creditors Hold $34.9-Mil Allowed Unsec. Claims
-----------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that, prior to the Petition Date, Enron Corp., Enron
North America Corp., Enron Power Marketing, Inc., and Enron
Broadband Services, Inc., were parties to various agreements for
the purchase and sale of natural gas, power, coal and emission
allowances with these creditors:

    -- Energy USA-TPC Corp,
    -- Columbia Energy Services Corporation,
    -- Northern Indiana Public Service Company, and
    -- NI Energy Services, Inc.

The Creditors filed claims in connection with the Contracts:

    -- Claim No. 20677 against ENA for $136,000;

    -- Claim No. 16518 against ENA for $105,648, plus "contingent
       and unliquidated amounts resulting from potential payments
       to other municipal gas companies";

    -- Claim No. 20189 against ENA for $65,939,740 plus
       "contingent and unliquidated damages", of which $45,780,589
       is allegedly secured by a right of setoff in "accounts
       receivable and mark to market losses";

    -- Claim No. 693 against EBSI for $1,449;

    -- Claim No. 1902 against Enron for $4,111; and

    -- Claim No. 16519 against ENA for $24,910,600 plus
       "contingent and unliquidated amounts."

The Parties have settled their disputes and agree that:

    a. Columbia Energy will pay ENA $2,400,000 as settlement
       payment;

    b. four Claims will be allowed as Class 5 General Unsecured
       Claim against ENA:

          1. Claim No. 20677 for $136,000,
          2. Claim No. 20189 for $13,300,000,
          3. Claim No. 1902 for $4,111, and
          4. Claim No. 16519 for $21,500,000;

    c. Claim Nos. 693 and 16518 will be disallowed and expunged;

    d. All liabilities related to the Contracts or the claims
       scheduled filed with the Court will be disallowed in their
       entirety in favor of the Allowed Claims, with the exception
       of four Allowed Scheduled Liabilities:

          1. ENA Scheduled Liability No. 10282770,
          2. ENA Scheduled Liability No. 10282801,
          3. ENA Scheduled Liability No. 10282802, and
          4. EPMI Scheduled Liability No. 10700964;

    e. the Parties will exchange mutual releases of all claims
       related to the Contracts.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Reorganized Debtors ask the Court to approve their
settlement with Energy USA, et al.

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)


EPICEPT CORP: Details Trading & Listing Mechanics on Maxim Merger
-----------------------------------------------------------------
As previously reported on Dec. 21, 2005, the stockholders of Maxim
Pharmaceuticals, Inc. (NASDAQ:MAXM)(SSE:MAXM) approved and adopted
the Agreement and Plan of Merger between EpiCept Corporation and
Maxim, and approved the merger.  EpiCept's stockholders had
previously voted to approve the merger agreement and the issuance
of the EpiCept common stock to Maxim's stockholders in the merger.

It is planned that the merger will close on Jan. 4, 2006, and a
certificate of merger will be filed with the Secretary of State of
the State of Delaware on that date.  

Upon closing of the merger, Maxim will become a wholly owned
subsidiary of EpiCept.  EpiCept will issue shares of its common
stock to the Maxim stockholders in exchange for all of the
outstanding shares in Maxim.  This means that the stockholders of
Maxim will be entitled to receive shares in EpiCept and/or payment
for any fractional shares upon closing of the merger as further
set out in the Proxy Statement/Prospectus.  

                    Nasdaq & Stockholm Delisting

Maxim has applied for a delisting of its shares of Maxim stock
from the Nasdaq National Market and Stockholmsborsen AB (the
Stockholm Stock Exchange) in connection with the closing of the
merger.

The last day for trading of the Maxim shares on Stockholmsborsen
AB will be Dec. 30, 2005, to allow, prior to the close of the
merger, a three day settlement period that for technical reasons
is necessary in the Swedish clearing system.  This means that
there will be no trading in the Maxim shares on Stockholmsborsen
AB after Dec. 30, 2005.  Any Maxim stockholder who wishes to
continue to trade the Maxim shares in the interim period up to the
closure of merger may do so by transferring its shares for trading
on the Nasdaq National Market before Jan. 2, 2006.

The Maxim shares will continue to be traded on the Nasdaq National
Market under the symbol MAXM up until the date of the closing of
the merger.  This means that if the merger closes on Jan. 4, 2006,
the last day for trading of the Maxim shares on the Nasdaq
National Market under the symbol MAXM will be Jan. 4, 2006 and
EpiCept shares will begin trading Jan. 5, 2006.

EpiCept has applied for a primary listing of its shares on the
Nasdaq National Market and a secondary listing of its shares on
the O-list of the Stockholm Stock Exchange.  In order to be
listed, EpiCept will be required to meet the initial listing
requirements established by those regulatory bodies.  It is
anticipated that the EpiCept shares will be traded on the Nasdaq
National Market on the first trading day following the closing of
the merger and on Stockholmsborsen AB on the second trading day
following the closing of the merger.  This means that if the
merger closes on Jan. 4, 2006, the first trading day on the Nasdaq
National Market is expected to be Jan. 5, 2006 and the first
trading day on Stockholmsborsen AB is expected to be Jan. 9, 2006,
due to the fact that Jan. 6, 2006 is a Swedish holiday.

                          About Maxim

Maxim -- http://www.maxim.com/-- is a biopharmaceutical company  
dedicated to developing innovative cancer therapeutics.  Maxim has
completed one Phase 3 clinical trial of Ceplene(TM) plus
Interleukin-2 combination therapy as a remission maintenance
therapy for patients with acute myeloid leukemia.  Maxim is also
engaged in the discovery and development of small-molecule
apoptosis inducers and inhibitors to treat a wide range of
disorders, including cancers and degenerative diseases.  Using its
proprietary high-throughput screening technology and its chemical
genetics approach several lead compounds have been identified.   
Current efforts continue toward the development of these compounds
either internally or through strategic collaborative arrangements.  
Ceplene and the apoptosis compounds are investigational drugs and
have not been approved by the U.S. Food and Drug Administration or
any international regulatory agency.

                         About EpiCept

EpiCept Corporation -- http://www.epicept.com/-- is a specialty  
pharmaceutical company focused on the development and
commercialization of topically delivered prescription pain
management therapeutics.  EpiCept has six products in clinical
development for the treatment of various types of pain that are
either in Phase II or Phase III clinical trials.

                          *     *     *

At Sept. 30, 2005, EpiCept Corporation's balance sheet showed a
stockholders' deficit of $57,831,818, compared to a $52,379,279
deficit at Dec. 31, 2004.


EXIDE TECH: Grosfelds & Arklow Capital Discloses Stock Ownership
----------------------------------------------------------------
In separate filings with the Securities and Exchange Commission,
Arklow Capital, LLC, and James Grosfeld and Jason Grosfeld
disclose ownership of Exide Technologies Common Stock.

Arklow states that it beneficially owns 1,360,898 shares of Exide
Common Stock, including 740,200 shares that it may acquire by
exercising warrants on or before January 8, 2006.

The number of shares that Arklow beneficially owns represents
5.5% of the total outstanding shares of Exide common stock.  As of
November 4, 2005, 24,541,625 shares of Exide common stock remain
outstanding.  Arklow has the sole power to vote or to direct the
vote, and the sole power to dispose or direct the disposition of
the shares, Brian O' Donoghue, managing director of Arklow
Capital, reports.

The Grosfelds disclose that as of November 21, 2005, they
beneficially own 46,215 shares of Exide Common Stock.  The number
of shares of Common Stock beneficially owned by the Grosfelds
includes warrants to purchase:

   -- 17,526 shares of Common Stock at $32.11 a share that are
      exercisable on or before January 20, 2006, and will expire
      on May 5, 2011, and that are owned by Fieldstone Colorado
      Corporation, a corporation owned 45% by James Grosfeld and
      55% by Jason Grosfeld; and

   -- 28,689 shares of Common Stock at $32.11 a share that are
      exercisable on or before January 20, 2005, and will expire
      on May 5, 2011.

The Grosfelds may be deemed to share voting and investment control
over the shares of Common Stock as beneficially owned through
their ownership and control over Fieldstone and Flagstone.  The
Grosfelds are directors and officers of Fieldstone and Flagstone.

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.


FLYI INC: Wants to Deliver Bills of Sale to GE Aviation
-------------------------------------------------------
On Oct. 28, 2005, Independence Air, Inc., entered into an
Equipment Sales Agreement with GE Aviation Materials, LP, by
which Independence sold to GE Aviation three used General
Electric CF34-3131 aircraft engines for $4,000,000.

M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that other actions incidental to
the closing of the sale occurred on or after the Sale's closing
date but prior to the Petition Date, including:

    (a) the delivery by GE Aviation to Independence of receipts
        and acceptance certificates for the Engines;

    (b) the delivery by Independence to GE Aviation of non-
        incident statements for the Engines; and

    (c) the release of liens by General Electric Capital
        Corporation upon the payment by Independence of its loan
        secured by the Engines.

FLYi, Inc., and its debtor-affiliates have been paid in full for
the Engines and delivered them prepetition to GE Aviation.

Mr. Cleary notes that the sale is complete, and the Debtors
merely seek to finalize the documentation of that sale by
executing and delivering the bills of sale to GE Aviation.

Hence, the Debtors seek the U.S. Bankruptcy Court for the District
of Delaware's authority to execute the Bills of Sale and take any
other actions necessary to complete the documentation of the sale
of the Engines to GE Aviation.

New York state law governs the agreement between the parties, Mr.
Cleary says.

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


FLYI INC: Creditors Object to Section 1110 Elections Motion
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 19, 2005,
FLYi, Inc., and its debtor-affiliates sought the U.S. Bankruptcy
Court for the District of Delaware's permission to:

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

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

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

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

                             Objections

(a) C.I.T. Leasing

C.I.T. Leasing Corporation leases to the Debtors four Airbus
A319-100 aircraft and related International Aero Engines IAE
Model V2524-A5 Engines.

C.I.T. reserves all of its rights conferred to it under Section
1110 of the Bankruptcy Code as it relates to the C.I.T. Aircraft
and Engines.  C.I.T. submits that the Debtors must comply with
all of the terms of the C.I.T. Leases in full and must cure all
defaults, including, but not limited to, making payments pursuant
to the terms of the C.I.T. Leases.  The Debtors must also be in
full compliance with all other terms and conditions of the C.I.T.
Leases, including any and all of the Debtors' obligations under
the C.I.T. Leases.  The Debtors must comply with the requirement
that all lease provisions are satisfied completely to comply with
Section 1110.

C.I.T. objects to the Debtors' request to the extent that it
purports to affect any of C.I.T's interests or rights under the
Leases and to the extent that it intends to modify C.I.T.'s
rights without its consent.

(b) International Lease Finance

The Debtors leased eight A319-100 aircraft from International
Lease Finance Corporation pursuant to eight related aircraft
lease agreements.

International Lease Finance Corporation objects to the Debtors'
request to the extent that the Debtors seek to:

    a. abrogate Section 1110(a) by extending the 60-day period
       for approval of their election in any manner other than
       prescribed by the Bankruptcy Code, or by failing to cure,
       on or before the Election Deadline, all acknowledged
       prepetition defaults and those postpetition defaults which
       occurred more than 30 days prior to the Election Deadline;

    b. have the Court "deem" compliance with Section 1110(a)
       after the Court finally approves any 1110 Election as ILFC
       may have no knowledge of certain monetary or non-monetary
       defaults; and

    c. execute and file 1110(a) Elections with respect to less
       than all eight of the ILFC Leases as that would be
       tantamount to cherry-picking portions of one agreement.

Theresa V. Brown-Edwards, Esq., at Potter Anderson & Corroon LLP,
in Wilmington, Delaware, adds that:

    -- the proposed procedures are unclear on the timing of the
       payment of the Proposed Cure Amount;

    -- the proposed procedures do not provide for notification or
       cure of any non-monetary defaults that may exist prior to
       the Election Deadline; and

    -- the Debtors' request is silent about the effect of the
       filing of a Section 1110(a) Election that is not
       subsequently approved by the Bankruptcy Court.

ILFC believes that unless these deficiencies are remedied, the
Court should deny the Debtors' request.

(c) M&T

Representing Manufacturers and Traders Trust Company, Bonnie
Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington, Delaware,
asserts that the Debtors' request is improper.  The Debtors
cannot unilaterally extend the Section 1110 deadlines.  The
Debtors purport to alter or impair any of the rights that the
Trustee may exercise, or any of the Debtors' obligations, under
Section 1110.

Ms. Fatell argues that for a debtor to obtain the continued
protection of Section 362 with respect to aircraft equipment
under Section 1110, before the date that is 60 days after the
date of the order for relief, the debtor must:

     (i) agree, subject to court approval, to perform all
         obligations that became due on or alter the order for
         relief under any applicable security agreement, lease, or
         conditional sale contract; and

    (ii) subject to certain qualifications, cure all defaults
         under the security agreement, lease, or conditional sale
         contract.

A debtor may also, under Section 1110(6), extend the 1110 Period
by entering into an agreement with the appropriate secured party
or lessor, Ms. Fatell adds.

To prevent the Debtors from attempting to unilaterally extend the
1110 Period without possibly making required cure payments, M&T
proposes these procedures:

    a. At least 10 days prior to the expiration of the 1110
       Period, or 30 days after the date of the default, the
       Debtors will provide to the applicable aircraft finance
       parties the Proposed Cure Amounts for each aircraft which
       might be subject to a Section 1110(a) Election;

    b. The Debtors will provide the applicable aircraft finance
       parties with access to the applicable aircraft and aircraft
       records; and

    c. If the applicable aircraft finance party disagrees with the
       Proposed Cure Amount and the parties are unable to
       consensually resolve their dispute prior to the expiration
       of the 1110 Period or 30 days after the date of the
       default, if later, then the Debtors will make the Proposed
       Cure Amount to the appropriate aircraft finance party for
       each 1110(a) Election actually made by them and place any
       additional amounts in dispute into escrow prior to
       expiration of the 1110 Period or 30 days after the date of
       the default, pending resolution by the Bankruptcy Court in
       accordance with the Debtors' objection procedures.

Additionally, the Debtors' authority to file Section 1110(a)
Elections and 1110(6) Stipulations under seal should be limited,
Ms. Fatell tells the Court.  If the Court allows the Debtors to
file the 1110(a) Elections and 1110(6) Stipulations under seal,
the Court should not prohibit M&T from sharing or distributing
any information in accordance with the documents governing the
aircraft finance transactions, Ms. Fatell points out.

Ms. Fatell believes that the Debtors should be required to serve
notice of their 1110(a) Elections and 1110(6) Stipulations by
e-mail if the address of the notice party is known, otherwise
service via facsimile or overnight delivery should be required.
In addition, parties submitting an objection to any election or
stipulation should be allowed to serve that objection via e-mail
and any obligation that the objection actually be received by the
Debtors and the Official Committee of Unsecured Creditors should
be lifted.

(d) HSH Nordbank


HSH Nordbank AG and Norddeutsche Landesbank Girozental tell Judge
Walrath that the basic premise of the Debtors' request is flawed.
"The Court does not have the power in effect to extend the 60-day
period prescribed by Section 1110 by deferring its approval of
Section 1110(a) agreements until after expiration of the 60-day
period."

The Debtors have adequate remedies to the extent they need to
maintain the stability of their operations while they try to
decide after expiration of the 60-day period which aircraft they
will want to keep," Mark Minuti, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, points out.

Mr. Minuti contends that granting the Debtors' request will raise
certain difficult issues for the Court and will impose undue
hardship on HSH Nordbank and Norddeutsche.

According to Mr. Minuti, the Debtors' request to file 1110(a)
Elections and 1110(b) Stipulations under seal should be denied
because:

    -- the Debtors' request is silent as to the content of the
       notice and whether the notice will be sufficient to allow
       even interested parties to object meaningfully to the
       proposed 1110 agreements; and

    -- the Debtors fail to meet their burden for overcoming the
       presumption in favor of public access to papers and have
       failed to demonstrate that the information contained within
       the Elections and the Stipulations constitute "commercial
       information" justifying confidentiality under Section
       107(b) of the Bankruptcy Code.

(e) GE Commercial

GE Commercial Aviation Services LLC, on behalf of itself and
certain affiliates, informs the Court that it communicated
certain of its concerns about the Debtors' request to the Debtors
and their counsel.  However, resolution was not reached between
the parties.  Nevertheless, GECAS is optimistic that the Debtors
will revise its 1110 Procedures to address its concerns.

GECAS wants the Debtors to address the issues that:

    1. the payment of the cure amount is not sufficient to cure
       any and all defaults under Section 1110;

    2. the filing of an 1110(a) Objection cannot extend the time
       periods for the curing of defaults; and

    3. the 1110 Procedures may be interpreted to preclude timely
       performance under the 1110(b) Stipulations.

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


FLYI INC: Wants Uniform Procedures for Claims Settlement
--------------------------------------------------------
FLYi, Inc., and its debtor-affiliates are parties to a number of
actions.  Some of these Actions are not covered by insurance
policies and are the subject of formal judicial or administrative
proceedings while others are in their information, pre-litigation
or pre-administration stage.

M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that most of the Actions fall within these
categories:

    a. Disputes with customers, vendors or other third parties
       involving breach of contract, insurance coverage, refunds
       and other related claims;

    b. Collection proceedings against customers, vendors, service
       providers or other third parties for amounts owed to the
       Debtors for services provided or other disputes;

    c. Disputes with current and former employees involving the
       terms and conditions of employment;

    d. Claims brought by customers or other third parties seeking
       damages for personal injury or property loss allegedly
       caused by or in connection with the tortious acts of the
       Debtors' employees or other agents, the condition of the
       Debtors' property or the services they provided; and

    e. Disputes between the Debtors and local, state or federal
       agencies over matters regulated by those agencies.

Mr. Cleary notes that the Debtors, like most companies, have
consensually resolved most claims and controversies to which they
have been party.

By this motion, the Debtors ask the Court to approve uniform
procedures under which they may:

    (a) compromise and settle Actions pursuant to Rule 9019(b) of
        the Federal Rules of Bankruptcy Procedure; and

    (b) make payments in satisfaction of certain settlements of
        Actions, pursuant to Sections 105 and 363(b) of the
        Bankruptcy Code.

Pursuant to the Settlement Procedures, the Debtors will be
permitted, in connection with the settlement of any Action, to
agree to:

    (a) in the instance of an Action against one or more of the
        Debtors:

        * if the Action is covered by the Debtors' insurance
          policies, permit the party or parties to recover the
          settlement amount from available insurance proceeds;

        * the allowance of a general unsecured claim against the
          applicable Debtor or Debtors;

        * make an Authorized Payment upon the parties' entry into
          the settlement; or

        * a combination of those instances; and

    (b) in the instance of an Action by one or more of the Debtors
        against a third party, accept one or more payments after
        the parties' entry into the settlement.

In the instance of an Action against one or more of the Debtors,
the total settlement amount for the Action and the amount of any
Authorized Payment, subject to certain notice procedures, will be
within the sole discretion of the Debtors, except that:

    (a) the Settlement Amount may not exceed $100,000;

    (b) the amount of Authorized Payments based on claims and
        controversies arising after the Petition Date may not
        exceed $25,000 in any single case or $250,000 in the
        aggregate; and

    (c) the amount of Authorized Payments based on claims and
        controversies arising before the Petition Date may not
        exceed $2,500 in any single case or $25,000 in the
        aggregate.

In the instance of an Action by one or more of the Debtors, the
total Settlement Amount for the Action, subject to the notice
procedures, will be within the sole discretion of the Debtors,
provided that the total amount asserted by the Debtors against
the settling third party does not exceed $250,000.

The Debtors seek the Court's authority pursuant to the Settlement
Procedures to opt into any class action settlements in which they
may be a participant in a settling class.

                         Notice Procedures

For each settlement, the Debtors must serve a notice of Proposed
Settlement on the interested parties -- the United States Trustee
and counsel to the Official Committee of Unsecured Creditors.

Interested Parties will have through 5:00 p.m. (Wilmington time)
on the tenth day after the date of the Settlement Notice to
object to the Proposed Settlement.  The Proposed Settlement will
be deemed final and fully authorized by the Court upon:

    (a) the expiration of the Notice Period without the receipt of
        any Objections;

    (b) the withdrawal or resolution of all timely filed
        Objections; or

    (c) the written consent of all Interested Parties.

If an Objection is not resolved on a consensual basis, the
Debtors may schedule the Proposed Settlement and the Objection
for hearing at the next available omnibus hearing date upon a 10-
day notice.

Within 30 days after the end of each calendar quarter, the
Debtors will file with the Court a report itemizing each
settlement consummated pursuant to the Settlement Procedures
during the prior calendar quarter.

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


FOAMEX INT'L: Overview and Summary of Joint Chapter 11 Plan
-----------------------------------------------------------          
As previously reported in the Troubled Company Reporter, Foamex
International Inc., and its debtor-affiliates filed their proposed
Joint Plan of Reorganization and accompanying Disclosure Statement
with the U.S. Bankruptcy Court for the District of Delaware on
Dec. 23, 2005.  

A hearing on the adequacy of the Disclosure Statement has been
scheduled for Jan. 26, 2006.  Court approval of the Disclosure
Statement will allow Foamex to begin solicitation of votes for
confirmation of the Plan.

             Overview and Summary of Joint Plan

The Debtors' Plan of Reorganization is predicated on the
substantive consolidation of the Debtors' Chapter 11 cases into a
single case.  Certain Debtors may be dissolved or merged into
other Debtors on the Effective Date.

Under the substantive consolidation, all assets and liabilities
of the Debtors will be merged, and the obligations of each Debtor
will be deemed to be the obligation of the Substantively
Consolidated Debtors.  Holders of Allowed Claims in each Class
will be entitled to their share of assets available for
distribution to the Class without regard to which Debtor was
originally liable for the Claim.

The substantive consolidation, however, will not affect:

   (a) the legal and corporate structure of the Reorganized
       Debtors; or

   (b) other guarantees that are required to be maintained in
       connection with contracts and leases that will be assumed,
       or in connection with any financing entered into by the
       reorganized debtor.

According to Gregory J. Christian, EVP, chief restructuring
officer and general counsel for Foamex International, the
substantive consolidation will allow for greater efficiencies and
simplification in processing claims and making distributions to
the holders of the Allowed Claims.  It will reduce administrative
expenses by automatically eliminating duplicative claims asserted
against more than one of the Debtors and streamlining the process
of making Distributions.

             Valuing the Enterprise & the New Equity

Miller Buckfire & Co., LLC, the Debtors' financial advisors,
estimates the total enterprise value range of the Reorganized
Debtors to be between $420,000,000 and $500,000,000, with a
midpoint of $460,000,000 as of January 1, 2006.

The Debtors' reorganization equity value, assuming they emerge
from bankruptcy on May 1, 2006, is estimated to be between
$170,000,000 and $250,000,000, with a midpoint of $210,000,000.  
The reorganization equity value takes into account the total
enterprise value range less estimated debt projected to be
outstanding on the Effective Date.

The Plan contemplates that Reorganized Foamex International
will issue 15,840,000 shares of New Common Stock to the holders
of Allowed Class 3 Senior Secured Note Claims on the Effective
Date.  The holders of the New Common Stock will have the right
to vote and participate proportionately in any dividends to be
distributed by Reorganized Foamex International.

Based on the assumed reorganization equity value, Miller Buckfire
estimates the value range of the Shares to be between $10.70 and
$15.75 per share, with a midpoint of $13.23 per share.

Miller Buckfire used comparable public company and discounted
cash flow analyses in estimating the Debtors' reorganization
value.

If Class 4 Senior Subordinated Note Claims votes to accept the
Plan, Reorganized Foamex International will issue new warrants to
each holder of an Allowed Senior Subordinated Note Claim.  Miller
Buckfire estimates the value of each New Warrant to be $2.23, or
$1,800,000 in the aggregate for all New Warrants.

                  Foamex Secures Exit Financing

The Debtors will enter into a revolving loan exit facility and a
term loan exit facility on the Effective Date.  The Debtors will
use the Exit loan proceeds to refinance the DIP Credit Facilities
in full, to assist the Reorganized Debtors in making all the
required Effective Date Cash payments, and to provide ongoing
liquidity.

Bank of America, N.A., has committed to syndicate up to
$275,000,000 in revolving loans, which will be secured by a first
priority lien on and security interest in substantially all of
the Reorganized Debtors' assets.

Silver Point Finance, LLC, has agreed to provide not less than
$80,000,000 in term loan, which will be secured by a first
priority security interest in the Reorganized Debtors' assets.  
Silver Point's liens, however, will be subject to the security
interest securing the Revolving Loan Exit Facility and pursuant
to an intercreditor agreement to be entered into on the Effective
Date between the administrative agents for the Revolving Loan
Exit Facility and the Term Loan Exit Facility.

To the extent the Debtors deem it necessary, they will also enter
into a $30,000,000 term loan facility with certain holders of
10-3/4% Senior Secured Notes due 2009.

                      Shareholder Agreement

Reorganized Foamex International and each holder of an Allowed
Senior Secured Note Claim who, after the issuance of the New
Common Stock, would hold 5% or more of the New Common Stock, will
enter into a Shareholders Agreement.  All other holders of
Allowed Senior Secured Note Claims receiving New Common Stock
will be deemed parties and beneficiaries to the Shareholders
Agreement.

The Shareholders Agreement will prohibit a holder of New Common
Stock from transferring any New Common Stock to any person not
already holding New Common Stock at any time the record holders
is 450 or more persons.  The Debtors anticipate that after the
issuance of the New Common Stock and New Warrants, there will be
fewer than 300 holders of record of the New Common Stock and New
Warrants.

                Management of Reorganized Debtors

On Effective Date, the board of directors of Reorganized Foamex
International will consist of the chief executive officer of
Reorganized Foamex International and six other members to be
designated by the Ad Hoc Committee of Senior Secured Noteholders.

The members of any governing bodies of the Surviving Debtor
Subsidiaries will be selected by the initial board of directors
of Reorganized Foamex International and will consist, at least,
of officers and directors of Reorganized Foamex International.

The directors of each Debtor who are not appointed as members for
the Reorganized Debtor will be deemed to have resigned from the
board of directors of that Debtor as of the Effective Date.

The Official Committee of Unsecured Creditors will be dissolved
and its members will be deemed released of all of their duties,
responsibilities and obligations in connection with the Chapter
11 cases or the Plan on the Effective Date.  The Creditors
Committee, however, will continue to have standing and a right to
be heard with respect to (i) all Fee Claims, (ii) any appeals of
the Confirmation Order, (iii) any adversary proceedings pending
as of the Effective Date to which it may be a party and (iv)
post-Effective Date modifications to the Plan.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Wants Until March 16 to File Notices of Removal
-------------------------------------------------------------          
Pursuant to Section 1452 of the Judiciary Code and Rules 9006(b)
and 9027 of the Federal Rules of Bankruptcy Procedure, Foamex
International Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their time
to file notices of removal until March 16, 2006, with respect to
civil actions pending as of the Petition Date.

Section 1452 and Bankruptcy Rule 9027 govern the removal of
pending civil actions, Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, notes.  Bankruptcy
Rule 9006(b) provides that the Court may extend unexpired time
periods without notice.

The Debtors, Ms. Morgan relates, are parties to various actions
currently pending in different state and federal tribunals in,
among others, Indiana, Pennsylvania, New York, Florida, Rhode
Island, New Jersey, Alabama, California, Missouri, Oregon, North
Carolina, Georgia and Massachusetts.

According to Ms. Morgan, the Debtors, since the Petition Date,
have primarily focused on stabilizing their postpetition
operations, and negotiating and developing a consensual plan of
reorganization with their major creditor constituencies.  Thus,
the Debtors have not had adequate time to fully investigate and
evaluate all the Actions to determine whether removal is
appropriate.  

The Debtors believe that extension of the Removal Period will
protect their right to remove any of the Actions and any
additional actions discovered through an investigation and
review of asserted claims against their estates.

"The extension sought will afford the Debtors additional time to
make fully informed decisions concerning removal of each of the
Actions and will assure that the Debtors do not forfeit valuable
rights under [Section 1452]," Ms. Morgan asserts.  "Further, the
rights of the Debtors' adversaries will not be prejudiced by an
extension because any party to a [prepetition] action that is
removed may seek to have it remanded to the state court. . . ."

The Debtors ask that the extension be without prejudice to:

   -- any position they may take regarding whether Section 362 of
      the Bankruptcy Code applies to stay any given civil action
      pending against the Debtors; and

   -- their right to seek further extensions of the Removal
      Period.

The Court will convene a hearing on Jan. 5, 2006, at 11:00 a.m.,
to consider the Debtors' request.  By application of Rule 9006-2
of the Local Rules of Bankruptcy Practice and Procedures of the
United States Bankruptcy Court for the District of Delaware, the
Debtors' Removal Period is automatically extended
until the Court rules on the request.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


FOAMEX INT'L: Wants Court to Bless Dow Chemical Settlement Pact
---------------------------------------------------------------          
As reported in the Troubled Company Reporter on Oct. 28, 2005, the
Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware granted Foamex International Inc., and its
debtor-affiliates' request on a final basis to pay the prepetition
claims of their Critical Vendors.

                    Prepetition Invoices   

Pursuant to the Final Critical Vendor Order, the Court authorized
the Debtors to pay prepetition invoices of critical vendors
aggregating $33,000,000, including Dow Chemical Corporation's
prepetition claims.

Before the Petition Date, Dow Chemical extended to Foamex L.P. a
$22,500,000 credit limit and net 53-day credit term.  Foamex
would wire funds every Monday to Dow in payment of the invoices
that were due and owing.  When the products needed by Foamex
exceeds the credit limit, Foamex would pay cash-in-advance for
the products or early pay invoices that were not due for payment
yet.

Since the Petition Date, the Debtors and Dow have been negotiating
in good faith over the terms of Dow's participation in the
Critical Vendor Program.  The Debtors have indicated that, if Dow
wanted to participate in the Critical Vendor Program, Dow must
agree to the payment of its prepetition invoices over a period of
time.  The Debtors have also indicated that Dow must agree to
increase the prepetition credit limit previously extended by Dow
to the Debtors.

Before and after the entry of the Critical Vendor Order, Dow
continued to sell products to the Debtors on a cash-in-advance
basis even though Dow was not obligated to do so.

Because of conditions placed on Dow's eligibility to participate
in the Debtors' Critical Vendor Program, Dow decided not to
participate in the Debtors' Critical Vendor Program.  Dow also
indicated that it would not sell any further products to the
Debtors.  In addition, Dow asserted an entitlement to alleged
administrative claims for goods-in-transit as of the Petition
Date, as well as reclamation claims.  

Dow, however, agreed to continue selling products to the Debtors
on a cash-in-advance basis and not seek immediate payment on
account of its asserted goods-in-transit and reclamation claims
while the parties attempted to resolve certain issues, including
those relating to Dow's participation in the Debtors' Critical
Vendor Program.

                    The Settlement Agreement

The parties engaged in discussions and, consequently, reached an
agreement to avoid the costs and risks associated with litigating
the issues raised by Dow's asserted goods-in-transit and
reclamation claims, as well as to ensure the continued shipment
by Dow of products necessary to the Debtors' operations on
acceptable credit terms.

The salient terms of the Settlement Agreement include:

   1. Foamex will pay in full all of Dow's unpaid prepetition
      invoices for $21,236,624, which includes prepetition amount
      of the rebates.  Dow's unpaid prepetition invoices will be
      paid in equal weekly installments over an eight-week
      period.

   2. Upon full payment of its prepetition invoices, Dow will
      waive its goods-in-transit and reclamation claims and
      withdraw its proof of claim.

   3. Dow will extend credit to Foamex, and Foamex will pay Dow,
      in accordance with their prepetition trade terms.  The
      terms will include net 53-day payment terms and a
      $29,000,000 initial postpetition credit limit.  Dow will
      also process all future postpetition orders from Foamex on
      the same terms.  

   4. Dow may decline to ship if the sum of (a) the requested
      shipment, and (b) all amounts owed by the Debtors to Dow
      and unpaid at any time exceed the initial postpetition
      credit limit, unless Foamex agrees to pay for the excess
      with cash-in-advance.

   5. Dow may reduce the initial postpetition credit limit if
      Foamex fails to comply with certain covenants under its DIP
      revolving credit facility.

   6. The prepetition amount of a rebate earned by Foamex
      decreased the total amount due on Dow's prepetition
      invoices and the postpetition amount will be used by Foamex
      as a credit.  Dow will continue to grant to Foamex rebates
      postpetition in accordance with their prepetition trade
      terms.

   7. The postpetition payment default will mean the failure of
      Foamex to pay as required by the Settlement, provided that
      the failure to pay is not preceded by Dow's failure to
      perform under the Settlement.  In the event of a
      postpetition payment default:

         (a) Dow will no longer be obligated to provide credit
             terms to Foamex;

         (b) Dow will not be obligated to sell products to
             Foamex;

         (c) Dow will not be obligated to grant Foamex any
             rebates;

         (d) the Debtors will not be permitted to recover any
             payment made to Dow;

         (e) an administrative expense claim will be allowed in
             favor of Dow for any products sold to Foamex
             postpetition for which Foamex did not pay; and

         (f) Dow will be permitted to amend its proof of claim
             and pursue its asserted goods-in-transit and
             reclamation claims to the extent that the claims
             remain unsatisfied.

   8. Except for the Debtors' right to recover payment they made
      to Dow on account of unpaid prepetition invoices, the
      Debtors waive causes of actions under Chapter 5 of the
      Bankruptcy Code against Dow, but the causes of action will
      be reinstated if any of Dow's claims against the Debtors
      are reinstated.

The Settlement Agreement is beneficial to both Dow and the
Debtors, Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, tells the Court.

Ms. Morgan explains that with the Settlement Agreement, the
Debtors will no longer be required to pay for Dow products on a
cash-in-advance basis and will enjoy the benefit of returning to
normal credit terms.  Moreover, the Debtors' credit limit with
Dow will increase by $7,500,000.

The Settlement also avoids the cost of litigating Dow's asserted
goods-in-transit and reclamation claims.  The Debtors believe
that litigating the claims would be costly, and the outcome of
the litigation is uncertain.

The resolution embodied in the Agreement assures that the Debtors
continue to receive necessary products from Dow without
disruption, Ms. Morgan adds.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GB HOLDINGS: Wants to Employ Adelman Lavine as Counsel
------------------------------------------------------
GB Holdings, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey for permission to employ Adelman Lavine Gold and
Levin as its counsel.

Adelman Lavine will:

   a) provide legal advice with respect to the Debtor's powers and
      duties as debtor-in-possession in the continued operation of
      its business and management of its property;

   b) take necessary action to protect and preserve the Debtor's
      estate, including the prosecution of actions on behalf of
      the Debtor and the defense of actions commenced against the
      Debtor;

   c) prepare, present and respond to, on behalf of the Debtor,
      necessary applications, motions, answers, orders, reports
      and other legal papers in connection with the administration
      of its estate;

   d) negotiate and prepare, on the Debtor's behalf, plan(s) of
      reorganization, disclosure statement(s), and all related
      agreements and documents, and take any necessary action on
      behalf of the Debtor to obtain confirmation of such plan(s);

   e) attend meetings and negotiations with representatives of
      creditors and other parties-in-interest and advise and
      consul on the conduct of the case;

   f) advise the Debtor with respect to bankruptcy law aspects of
      any proposed sale or other disposition of assets; and

   g) perform any other legal services for the Debtor, except
      those requiring specialized expertise which the firm is not
      qualified to render and for which special counsel will be
      retained.

The Debtor discloses the firm's professionals bill:

            Designation                Hourly Rate
            -----------                -----------
            Shareholders               $350 - $465
            Principals                 $325 - $345
            Associates                 $175 - $300
            Legal Assistants           $155 - $160

In addition, Adelman Lavine will receive a $50,000 retainer.

To the best of the Debtor's knowledge, the firm does not hold or
represent any interest adverse to the Debtor's estate.

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


GB HOLDINGS: Wants Excl. Plan Filing Period Extended Until May 30
-----------------------------------------------------------------          
GB Holdings, Inc., asks the U.S. Bankruptcy Court for the District
of New Jersey to extend, until May 30, 2006, the time within which
it has the exclusive right to file a chapter 11 plan.  The Debtor
also wants until July 30, 2006, to solicit acceptances of that
plan from its creditors.

The Debtor has a pending motion with the Court to sell its
Atlantic Holdings Common Stock in Atlantic Coast Entertainment
Holdings, Inc.  The Official Committee of Unsecured Creditors
asked the Court to adjourn the sale hearing in order to allow the
Committee to conduct a discovery in relation to the asset sale.  
The Court granted the Committee's request and rescheduled the sale
hearing to Jan. 18, 2006.

Since then, the Debtor and the Committee are currently engaged in
settlement discussions to resolve their dispute in connection with
the sale motion.  The requested extension is necessary so the
Debtor and the Committee can conclude the discovery and exert
efforts to avoid a litigation that will only burden the estate.

Additionally, the requested extension will not prejudice the
Debtor's creditors and other parties-in-interest.  

The Court will convene a hearing at 10:00 a.m., on Jan. 18, 2006,
to consider the Debtor's request.

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


GREAT ATLANTIC: Moody's Confirms Sr. Unsecured Debts' Caa1 Rating
-----------------------------------------------------------------
Moody's Investors Service confirmed the B3 corporate family rating
and other long-term ratings of The Great Atlantic & Pacific Tea
Company, Inc., upgraded the company's Speculative Grade Liquidity
Rating to SGL-1 from SGL-3 and assigned a stable outlook.  The
confirmation of A&P's long term ratings is based upon Moody's view
that the positive impact on credit metrics from the recent
reduction in debt and the significant increase in liquidity from
asset sale proceeds is not sufficient to offset weak comparable
store sales in the face of:

   * intense competition;

   * low profitability in the company's U.S. operations; and

   * ongoing negative free cash flow generation as A&P continues
     the aggressive capital expenditures necessary to upgrade its
     store base.

The stable rating outlook incorporates the more solid capital
structure given A&P's current large cash balances and lower debt
levels following the sale of its Canadian operations.  This rating
action concludes the review for possible upgrade begun on July 20,
2005.

Ratings confirmed:

  The Great Atlantic & Pacific Tea Company, Inc.:

     * Long Term Corporate Family Rating at B3

     * Senior unsecured notes and bonds at Caa1

     * Multi-seniority shelf at (P)Caa1 for senior, at (P)Caa2 for
       subordinated, at (P)Caa2 for junior subordinated, and at
       (P)Caa3 for preferred stock

  A&P Finance I, A&P Finance II and A&P Finance III:

     * Trust preferred securities shelf at (P)Caa2

Rating confirmed and to be withdrawn:

     * Senior secured and guaranteed bank agreement at B2;
       Facility was cancelled in October 2005

Rating upgraded:

     * Speculative Grade Liquidity Rating to SGL-1 from SGL-3

The outlook is stable.

In August 2005, A&P sold its Canadian business to METRO INC., a
supermarket and pharmaceutical operator in Quebec and Ontario, for
the Canadian dollar equivalent of:

   * about $982 million in cash,
   * $409 million in METRO's Class A subordinate shares; and
   * about $84 million in the assumption of certain debt.  

A&P applied cash proceeds of about $370.4 million to repay public
debt.  Cash balances at September 10, 2005, after the debt
prepayment, were nearly $639.5 million, well in excess of
remaining funded debt and capitalized leases of $253.5 million.

However, the disposal of Canada also greatly reduced consolidated
earnings -- about 57% of fiscal 2004 consolidated EBITDA, adjusted
for non-operating items, was generated by Canada.  Nonetheless,
the company's large cash balances will be more than ample to fund
expected capital expenditures and any working capital requirements
in the near term.

The sale of Canada was one of a number of strategic initiatives
the company had considered to boost profitability and strengthen
its capital structure while funding more aggressive capital
expenditures to upgrade its existing stores.  In June, A&P
announced the transfer of its U.S. distribution operations to C&S
Wholesale Grocers, with estimated annual savings of $40 million
after one-time costs of $65 to $75 million.  Some of these
initiatives may also be helping to boost profitability; for the
first 28 weeks of fiscal 2005, A&P's EBITDA in the US, proforma
for charges and other one time items, was $81 million, up from the
prior year's similarly adjusted $59 million.  However, closed
stores from asset disposition programs continue to use cash;
utilization of closed store reserves to cover occupancy and
benefits was about $13.9 million for the first 28 weeks of fiscal
2005.

Ratings could be upgraded:

   * if A&P sustains positive comparable store sales increases;

   * if reported EBIT margin can be maintained at a minimum
     of 1.5%; and

   * if debt to EBITDA (based on Moody's Standard Analytic
     Adjustments) reduces to 5.5 times or lower (versus 6.8 times
     at the end of fiscal 2004).

Conversely, ratings could be lowered:

   * if significant cash is applied to shareholder enhancement;

   * if comparable stores sales become materially negative; or

   * if profitability in the US deteriorates such that cash
     balances (including the cash collateral for letters of
     credit) fall below the $300 million level.

A&P's SGL-1 reflects Moody's expectation that the company will
have very good liquidity over the next 12 months.  While A&P is
expected to continue to invest aggressively in capital
expenditures to upgrade its store base, cash balances of
approximately $639.5 million at September 10, 2005 will remain
sufficient to fund likely free cash flow deficits and to
collateralize letters of credit, with substantial cushion.  Given
the repayment of $370.4 million of public debt with a portion of
the proceeds from the sale of its Canadian operations, the
company's next debt maturity is a modest $32.3 million in April
2007.

Moody's believes that A&P is unlikely to use its $150 million
unrated senior secured five year revolving credit agreement
expiring in November 2010, even at seasonal peak, over the next 12
months, as Moody's anticipates that the company will continue to
cash collateralize Letters of Credit under its unrated $200
million arrangement.  The revolving credit agreement's financial
covenant of minimum EBITDA is unlikely to be in effect, given that
uncapped availability is expected to exceed the $25 million
minimum floor trigger.  While substantially all assets are pledged
to the company's revolving credit lenders, A&P's ownership of
about 18 million Class A subordinate METRO INC. shares, with a
market value of $535.3 million at September 10, 2005, represents
an alternative source of liquidity.

Headquartered in Montvale, New Jersey, The Great Atlantic &
Pacific Tea Company, Inc. currently operates 417 supermarkets in
10 states.  Sales for the fiscal year ended February 26, 2005 were
approximately $10.8 billion.


GRUPPO ANTICO: Wants Until June 27 to Object to Claims
------------------------------------------------------
Broadways Advisors, LLC, the Liquidating Trustee appointed under
the confirmed Amended Plan of Liquidation of Gruppo Antico, Inc.,
f/k/a Trend Holdings, Inc., and its debtor-affiliates, asks the
U.S. Bankruptcy Court for the District of Delaware to further
extend until June 27, 2006, the deadline within which it can
object to proofs of claim and equity interests filed.

The Court confirmed the Debtors' Plan on March 10, 2004, and the
Plan took effect on April 30, 2004.  Pursuant to the confirmed
Plan, Broadways Advisors was appointed as the Liquidating Trustee
and is in charge with all causes of action and the administration
of the Gruppo Antico Liquidating Trust.  Pursuant to Article VI of
the Plan, two governors were appointed to oversee the actions of
the Trustee.

The Trustee reminds the Court that following the confirmation
date, the Wind-Down Committee has been working diligently to
resolve numerous post-confirmation issues including:

    (a) litigating preference actions;

    (b) analyzing potential fraudulent conveyance actions; and

    (c) securing the Debtors' books and records in preparation for
        statutory monthly operating reports.

The Trustee tells the Court that it doesn't have ample time to
review the Debtors' claims pending resolution of all the
litigation.  The Trustee says that the extension would save
judicial resources and avoid litigation of disputed claims and
interests that can be resolved through negotiation.

Gruppo Antico, Inc., f/k/a/ Trend Holdings, Inc., used to
processed plastics, stamps metal and performs electromechanical
assembly of electronic enclosures in facilities around the world.
The Company and its debtor-affiliates filed for chapter 11
protection on Nov. 7, 2002 (Bankr. Del. Case No. 02-13283).  Laura
Davis Jones, Esq., Christopher James Lhulier, Esq., Brad R.
Godshall, Esq., and Jeffrey Dulberg, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtor.  When
the Debtors filed for chapter 11 protection, they estimated assets
and debts of more than $100 million.  The Court confirmed the
Debtors' chapter 11 Plan on March 10, 2004, and the Plan took
effect on April 30, 2004.  Broadways Advisors, LLC is the
Liquidating Trustee under the confirmed Plan.  Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.,
represents the Liquidating Trustee.


HEATING OIL: Income Fund Posts C$177 Million Net Loss in 2005
-------------------------------------------------------------
Heating Oil Partners Income Fund (TSX:HIF.UN) reported results for
the twelve month period ended Sept. 30, 2005.  The Fund currently
has an 88.1% indirect ownership interest in Heating Oil Partners,
L.P., one of the leading residential distributors of heating oil
in the northeastern United States.

In fiscal 2005, the Fund had a C$177,325,000 net loss, compared to
a C$7,052,000 net loss in Fiscal 2004.  The increase of
C$170,273,000 was primarily due to a non-cash impairment charge on
intangible assets of C$155,947,000.  

               Effects of Heating Oil Bankruptcy

On Sept. 26, 2005, HOP filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code and obtained recognition of the Chapter 11 proceedings in
Canada under the Companies' Creditors Arrangement Act.  Both the
US and Canadian filings include Heating Oil Partners, G.P. Inc.,
the Company's general partner, and HOP Holdings, Inc, a wholly
owned subsidiary of the Fund.

The Fund is not directly a party to any of these filings.  The
company's decision to file for protection under Chapter 11 was a
result of several factors, including:

    * the inability to refinance its financial obligations and
      procure financing for the 2005-2006 heating season,

    * the record level of fuel oil prices and the impact of those
      prices on both the Company's on-going working capital
      requirements and

    * operational performance.

                      TSX Delisting

Following the company's bankruptcy filings, the TSX suspended
trading of the Fund's units on Oct. 20, 2005 and delisted the Fund
on Nov. 7, 2005.  Due to material uncertainties, it is not
possible to predict the length of time the company will operate
under Chapter 11 protection, the outcome of the reorganization in
general, the effect of the reorganization on the company's
business, the recovery by creditors of the company or the Fund's
final recovery, if any, in respect of its investment in the
company.

Given the level of the company's pre-Petition Date secured debt,
which ranks ahead of the Fund's indirect investment in the
company, it is the Fund's expectation that unitholders will not
receive any consideration in respect of the Fund's investment in
the company upon completion of the restructuring process.

                    Discontinue Filings

The investment in HOP is the Fund's only material asset.  The
Fund's consolidated balance sheets consist primarily of HOP
assets, which are restricted from distribution to the Fund.
Consequently, subsequent to the release of the Sept. 30, 2005,
financial results, the Fund no longer intends to file annual and
interim financial statements and the related management's
discussion and analysis or annual information forms in accordance
with applicable Canadian securities legislation, in view of the
expense and diversion of management resources associated with the
continuation of such filings.

The Fund will continue to file news releases and material change
reports in accordance with the timely disclosure requirements of
applicable Canadian securities laws, and intends to file other
material information concerning its affairs as provided in Ontario
Securities Commission Policy 57-603 during the periods in which it
is otherwise in default of applicable financial statement filing
requirements.  The Fund expects that one or more Canadian
securities regulatory authorities will issue cease trade orders in
respect of the Fund's securities as a consequence of the Fund
ceasing to file its financial statements and the related
management's discussion and analysis in accordance with applicable
securities laws.

                 Heating Oil DIP Financing

HOP has maintained all normal business operations throughout the
restructuring process.  To finance its continuing operations
during this time, the company negotiated a commitment of up to a
$115,000,000 debtor-in-possession revolving credit facility from a
group of lenders.  The DIP Facility contains covenants and other
requirements, including but not limited to, tests for minimum
fixed charge coverage ratio, minimum EBITDA and restrictions on
capital expenditures.  The company exceeded the limit on capital
expenditures for the year ended Sept. 30, 2005 and obtained a
waiver from its lenders through Jan. 20, 2006, at which time the
company will be required to obtain further waiver for this
covenant violation to avoid defaulting on the DIP Facility.
Additionally, the DIP Facility contains a clause which permits the
lenders to demand re-payment should a material adverse change
occur in the Company's business.  Management does not anticipate
such an event will occur; however, there can be no assurance that
such an event will not occur.

                      CRO Appointment

On Nov. 30, 2005, the Company's Board of Directors appointed a
Chief Restructuring Officer for the purpose of assisting the
Company's management in preparing and executing a plan of
reorganization.  The CRO is an officer of the Company and reports
directly to the Company's Board of Directors.

          About Heating Oil Partners Income Fund

Heating Oil Partners Income Fund -- http://www.hif-un.com/-- is  
an open-ended limited purpose trust established under the laws of
the Province of Ontario by a declaration of trust dated Mar. 20,
2002, as amended and restated as of May 9, 2002.  The Fund has
been established to hold the securities of a Canadian holding
company, HOP Holdings Inc., including its common shares and notes.
HOP Holdings Inc., in turn, owns shares of common stock of the
general partner and limited partnership interests of Heating Oil
Partners, L.P., a limited partnership formed under the laws of
Delaware on October 27, 1995.

              About Heating Oil Partners L.P.

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.
-- http://www.hopheat.com/-- is one of the largest residential   
heating oil distributors in the United States, serving
approximately 150,000 customers in the Northeastern United States.
The Company's primary business is the distribution of heating oil
and other refined liquid petroleum products to residential and
commercial customers.  The Company and its subsidiaries filed for
chapter 11 protection on Sept. 26, 2005 (Bankr. D. Conn. Case No.
05-51271) and filed for recognition of the chapter 11 proceedings
under the Companies' Creditors Arrangement Act (Canada).  Craig I.
Lifland, Esq., and James Berman, Esq., at Zeisler and Zeisler,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$127,278,000 in total assets and $155,033,000 in total debts.


JACOBS INDUSTRIES: Wants Key Employee Retention Program Approved
----------------------------------------------------------------
Jacobs Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court of the Eastern District of Michigan, Southern
Division, for authority to implement a key employee retention
program.

The Debtors anticipate a sale of their operating assets as a going
concern.

To enable the Debtors to continue operating as a going concern,
they need the continued services of six key executives.  These
employees have the knowledge and experience necessary for the
continued operations of the Debtors.  Each of the key employees is
aware that the businesses are up for sale to the best bidder,
which may elect not to retain them.  Given the uncertainty of
their positions, the employees have little incentive to remain in
their positions with the Debtors.  For this reason, the Debtors
urge the Court to approve the key retention program to ensure that
the employees will remain with them all throughout the bankruptcy
proceedings.

The Debtors estimate paying $71,288 to these employees:

   Employee            Designation
   --------            -----------
   Robert W. Potokar   Turnaround Management Expert
   Michael R. Peters   Engineering Director
   Richard Seaman      Lead Employee in Sales & Program Management
   Hugh R. Simmons, II Systems Administrator
   Anthony Fleury      Logistics Manager
   Robert Hiddings     Finance Manager

Headquartered in Fraser, Michigan, Jacobs Industries, Inc.,
manufactures automotive interiors in roll forming and channel,
stampings and assembled product.  The company along with its three
affiliates filed for chapter 11 protection on Sept. 26, 2005
(Bankr. E.D. Mich. Case No. 05-72613).  Charles J. Taunt, Esq.,
and Erika D. Hart, Esq., at Charles J. Taunt & Associates,
P.L.L.C., represents the Debtors in their restructuring.  When the
Debtor filed for protection from its creditors, it listed
$19,513,913 in total assets and $21,413,576 in total debts.


JAKE'S GRANITE: Committee Objects to Use of Escrowed Sale Proceeds
------------------------------------------------------------------
Jake's Granite Supplies, L.L.C., asks the U.S. Bankruptcy Court
for the District of Arizona, for authority to use escrowed sale
proceeds to consummate the purchase of mineral rights from Santa
Fe Pacific Railroad Company.

The Santa Fe transaction will require $316,500 of the escrowed
proceeds from the recently consummated Cemex asset sale.

Daniel E. Garrison, Esq., at Phoenix, Arizona, tells the Court
that the Debtor has the contractual right to purchase the Santa Fe
mineral rights for $316,500, and that it has already received an
offer to purchase the same mineral rights for approximately
$2.5 million.

On Nov. 28, 2005, the Debtor closed the Court-approved sale of
substantially of its operational assets to Cemex.  After
satisfying all of the payments related to the asset sale, the
escrowed sale proceeds exceeded $5.05 million.  The Debtor
estimates that with the additional proceeds from inventory and
accounts receivables, it would get up to $5.650 million.

In addition, since the Cemex sale closed, Jake's has contacted
unsecured creditors to verify balances owed, and believes that the
total value of all unsecured claims is less than $600,000.  

As of Dec. 13, Mr. Garrison believes there's approximately
$4.645 million remaining in the estate -- net of all remaining
cure payments, all claims of unsecured creditors, and anticipated
administrative costs -- plus the $500,000 Cemex Holdback.

The Debtor assures the Court that there will be no diminution of
the value of its assets in connection with the Santa Fe
transaction.

                      Committee Objections

The Official Committee of Unsecured Creditors objects to the
Debtor's motion to use the escrowed sale proceeds.

The Committee reminds the Court that, following the asset sale,
the Debtor has no remaining operations and is precluded by its
sale agreement with Cemex from further engaging in the sand and
gravel business.  Instead of filing a plan to complete its
liquidation, the Committee notes, the Debtor has sought authority
to purchase additional mineral interests.

Brian N. Spector, Esq., at Jennings, Strouss & Salmon, P.L.C.,
discloses that the Committee views the transaction as unnecessary
and a distraction to the filing and consummation of a chapter 11
plan.  The Committee requests that the Debtor instead focus its
energy in completing its liquidation and payment in full of all
unsecured creditors at the earliest possible time.

Consequently, the Committee asks the Court to deny the Debtor's
request.

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


JIM RICH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Jim Rich Enterprises, Inc.
        270 Main Street
        Sugar Grove, Illinois 60554

Bankruptcy Case No.: 05-64170

Type of Business: The Debtor previously filed for chapter 11
                  protection on July 13, 2004 (Bankr. N.D. Ill.
                  Case No. 04-25940).

Chapter 11 Petition Date: December 23, 2005

Court: Northern District of Illinois (Chicago)

Judge: Carol A. Doyle

Debtor's Counsel: Michael J. Davis, Esq.
                  Springer, Brown, Covey, Gaertner & Davis, L.L.C.
                  400 South County Farm Road, Suite 330
                  Wheaton, Illinois 60187
                  Tel: (630) 510-0000
                  Fax: (630) 510-0004

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Jerome A. Rich                 Security interest      $2,085,033
7 South 771 Dugan Road         purchased from
Sugar Grove, IL 60554          Northern Trust,
                               Hinsdale. All fixed
                               assets of debtor.

GEC Consultants, Inc.                                    $32,500
LLoyd M. Gordon
4606 Birchwood Avenue
Skokie, IL 60076

American Express               Revolving credit          $29,437
P.O. 360002
Ft. Lauderdale, FL 333360002

American Express               Revolving credit          $24,037

Idine                                                    $20,000

MBNA America                   Revolving credit          $19,954

Northern Trust                 Misc.                     $18,000

American Express               Revolving credit          $17,604

Chase Platinum                 Revolving credit          $15,972

Beacon News                    Advertising in            $15,563
                               suburban Chicago
                               newspapers

US Food Service                Food                      $12,989

Sysco                          Food                      $12,271

Tim Dwyer                      Lawyer                    $11,500

The Plitt Co.                  Food                       $9,637

MBNA America                   Revolving credit           $9,616

Discover Card                  Revolving credit           $8,299

Aramark                        Uniform services           $7,740

Capital One                    Revolving credit           $7,127

VIP                            Miscellaneous              $4,350

Computer Accounting            Miscellaneous              $3,500


LASERSIGHT INC: Lays Off 20% of Workforce to Cut Costs
------------------------------------------------------
LaserSight Inc. laid off around 20% of its workforce on Dec. 20,
2005, to reduce costs and improve its operating efficiency.  

In addition, the Company is rebalancing and adjusting its
resources to optimize its operating efficiency.

The Company has focused its business in China since emerging from
Chapter 11 reorganization in June 2004.  In 2005, the Company's
exclusive distributor in China has been the Company's primary
customer.  The Company is currently selling its products to China
on a month-by-month basis, and actual sales have not kept up with
the Company's sales targets and production schedule.  Furthermore,
product manufacturing has been negatively impacted by the lack of
adequate working capital caused by the reduced sales volume and
delays in payment from the Company's Chinese distributor.  The
Company is working with its Chinese distributor and other
distributors to secure increased sales.  In 2006, the Company will
have a reduced sales projection, thus a reduced manufacturing
schedule.

Headquartered in Winter Park, Florida, LaserSight Inc. --
http://www.lase.com/-- is principally engaged in the manufacture
and supply of narrow beam scanning excimer laser systems,
topography-based diagnostic workstations, and other related
products used to perform procedures that correct common refractive
vision disorders such as nearsightedness, farsightedness and
astigmatism.  Since 1994, it has marketed it laser systems
commercially in over 30 countries worldwide.  It is currently
focused on selling in selected international markets; primarily
China.  On Sept. 5, 2003, LaserSight filed for bankruptcy
protection under chapter 11 of the Bankruptcy Code and operated in
this manner from Sept. 5, 2003 through June 10, 2004, when the
reorganization was approved by the U.S. Bankruptcy Court for the
Middle District of Florida.

                         *     *     *

                      Going Concern Doubt

Moore Stephens Lovelace, PA, expressed substantial doubt about
LaserSight's ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2004 and 2003.  The auditing firm points to the Company's
substantial losses since its inception, negative cash flow from
operations and working capital deficit at Dec. 31, 2004.


LONGHORN CDO: Moody's Withdraws Class D-3 Notes' Ba2 Rating
-----------------------------------------------------------
Moody's withdrew the ratings on eight classes of notes issued by
Longhorn CDO II, Ltd. after the notes were redeemed in full.

Prior ratings:

   * Aaa to Class A-1 Notes to be redeemed: US$233,000,000.00
   * Aa2 to Class A-2 Notes to be redeemed: US$46,400,000.00
   * Aa2 to Class A-3 Notes to be redeemed: US$2,600,000.00
   * A3 to Class B Notes to be redeemed: US$15,000,000.00
   * Baa2 to Class C Notes to be redeemed: US$18,000,000.00
   * Ba2 to Class D-1 Notes to be redeemed: US$2,000,000.00
   * Ba2 to Class D-2 Notes to be redeemed: US$2,000,000.00
   * Ba2 to Class D-3 Notes to be redeemed: US$9,000,000.00

Current Ratings:

   * Aaa to Class A-1 - Withdrawn
   * Aa2 to Class A-2 - Withdrawn
   * Aa2 to Class A-3 - Withdrawn
   * A3 to Class B - Withdrawn
   * Baa2 to Class C - Withdrawn
   * Ba2 to Class D-1 - Withdrawn
   * Ba2 to Class D-2 - Withdrawn
   * Ba2 to Class D-3 - Withdrawn


MACROCHEM CORP: Raises $2.5 Million from Private Placement
----------------------------------------------------------
MacroChem Corporation (OTC Bulletin Board: MCHM.OB) raised
$2.5 million in gross proceeds from a private placement of its
securities to two institutional investors, SCO Capital Partners
LLC and Lake End Capital LLC.

In this private placement, MacroChem issued 250 shares of Series C
Cumulative Convertible Preferred Stock and six-year warrants to
purchase 100,000,000 shares of the Company's common stock at an
exercise price of $0.03 per share.

The Series C Preferred Stock has a liquidation value of $10,000
per share and is entitled to a dividend of 10% per annum, payable
in shares of MacroChem common stock at the company's option.  The
Series C Preferred Stock acquired by the investors is convertible
into 100,000,000 shares of common stock and the holders of the
Series C Preferred Stock vote on an as-converted basis with the
holders of MacroChem common stock, and therefore hold
approximately 70.5% of the voting power of the Company's
outstanding securities.  Assuming the conversion of all of their
shares of Series C Convertible Preferred Stock, the investors
would hold approximately 70.5% of the outstanding common stock of
the company.  Assuming both the conversion of the Series C
Preferred Stock and the exercise of all of the warrants acquired
by the investors, the investors would hold approximately 83% of
the outstanding common stock of the company.  Consequently, the
investors have acquired control of the company.

"This private placement gives our company the opportunity to
maintain limited operations while we reprioritize our
technologies, redirect our strategic focus and consider strategic
alternatives for our products and technologies," stated Robert J.
DeLuccia, President and Chief Executive Officer of MacroChem.

                  Reverse Stock Split

As part of this private placement, the Company has agreed to
effect, by Jan. 2, 2006, a 1-for-7 reverse stock split of its
common stock approved by the Company's stockholders at its Annual
Meeting of Stockholders on June 14, 2005.  In addition, MacroChem
also agreed to effect an additional 1 for 6 reverse split of its
common stock as promptly as practicable.  The investors have
submitted written consents approving this 1 for 6 stock split,
which is expected to become effective 20 days after the Company
sends an information statement to its stockholders.

Under the terms of the Purchase Agreement executed in connection
with the private placement, for as long as at least 20% of the
shares of Series C Preferred Stock issued remain outstanding, SCO
Capital Partners LLC has the right to designate two individuals to
serve on MacroChem's board of directors.

The Purchase Agreement prohibits the Company from taking certain
actions without the approval of a majority of its board of
directors, which majority must include at least one of the SCO
director designees, until the earlier of Mar. 31, 2006, and
additional closings under the Purchase Agreement in which the
Company receives gross proceeds of at least $3.5 million.

                 Discontinued Business

On Sept. 1, 2005, MacroChem had announced that it was
discontinuing its research and development activities and was
seeking to sell its business.  The funds raised in this private
placement will allow the company to maintain limited operations
and evaluate strategic alternatives for its business.  There can
be no assurance, however, that there will be any additional
closings under the Purchase Agreement or that the Company will be
able to raise any additional capital.  Until the company is able
to raise additional capital, if at all, its operations will be
significantly limited.

SCO Securities LLC, an affiliate of SCO Capital Partners LLC,
acted as placement agent in connection with the private placement.

MacroChem Corporation -- http://www.macrochem.com/--is a    
specialty pharmaceutical company that innovates, develops and  
commercializes pharmaceuticals administered in novel ways, to  
treat important medical conditions. MacroChem is developing two  
products containing its patented enhancer, SEPA(R): Opterone(R), a  
SEPA-enhanced topical testosterone treatment for male  
hypogonadism; and EcoNail(TM), a SEPA-enhanced antifungal nail  
lacquer to treat a common and potentially debilitating nail  
infection known as onychomycosis.

                       *     *     *

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Apr. 5, 2005,
MacroChem Corporation disclosed that the report of the Company's
independent registered public accounting firm regarding the
Company's 2004 financial statements included in its Annual Report
on Form 10-K filed with the Securities and Exchange Commission,
contained an explanatory paragraph regarding the Company's ability
to continue as a going concern.   

The going concern opinion was based upon recurring losses from  
operations and the Company's cash balance as of December 31, 2004,  
which is not sufficient to fund projected operations over the next  
year.  The explanatory paragraph does not take into consideration  
any potential future cash inflows.


MACROCHEM CORP: Begins Common Stock Trading on OTCBB
----------------------------------------------------
MacroChem Corporation disclosed that its common stock began
trading on the Over-The-Counter Market on the NASD Electronic
Bulletin Board under the symbol "MCHM.OB."  

The OTCBB is a regulated quotation service that displays real-time
quotes, last-sale prices and volume information in over-the-
counter equity securities.  OTCBB securities are traded by a
community of market makers that enter quotes and trade reports.  

MacroChem Corporation -- http://www.macrochem.com/--is a    
specialty pharmaceutical company that innovates, develops and  
commercializes pharmaceuticals administered in novel ways, to  
treat important medical conditions. MacroChem is developing two  
products containing its patented enhancer, SEPA(R): Opterone(R), a  
SEPA-enhanced topical testosterone treatment for male  
hypogonadism; and EcoNail(TM), a SEPA-enhanced antifungal nail  
lacquer to treat a common and potentially debilitating nail  
infection known as onychomycosis.

                       *     *     *

As reported in the Troubled Company Reporter on Apr. 5, 2005,
MacroChem Corporation disclosed that the report of the Company's
independent registered public accounting firm regarding the
Company's 2004 financial statements included in its Annual Report
on Form 10-K filed with the Securities and Exchange Commission,
contained an explanatory paragraph regarding the Company's ability
to continue as a going concern.   

The going concern opinion was based upon recurring losses from  
operations and the Company's cash balance as of December 31, 2004,  
which is not sufficient to fund projected operations over the next  
year.  The explanatory paragraph does not take into consideration  
any potential future cash inflows.


MARATHON CLO: Moody's Rates $12 Mil. Class D Secured Notes at Ba2
-----------------------------------------------------------------
Moody's assigned these ratings to five classes of Notes issued by
Marathon CLO II Ltd.:

   * Aaa to U.S. $273,000,000 Class A-1b Floating Rate Senior
     Secured Notes due 2019;

   * Aa2 to U.S. $12,500,000 Class A-2 Floating Rate Senior
     Secured Notes due 2019;

   * A2 to U.S. $22,000,000 Class B Floating Rate Senior
     Deferrable Interest Secured Notes due 2019;

   * Baa2 to U.S. $22,500,000 Class C Floating Rate Deferrable
     Interest Secured Notes due 2019; and

   * Ba2 to U.S. $12,300,000 Class D Floating Rate Subordinated
     Deferrable Interest Secured Notes due 2019.

Moody's ratings reflect:

   * the quality of the collateral pool;

   * the enhancement afforded the senior classes by the capital
     structure;

   * the legal documentation of the transaction; and

   * its review of the collateral manager's prior experience and
     capacity to manage the portfolio.

This deal is managed by Marathon Asset Management LLC and is
backed primarily by senior secured loans and CDO Securities.


MCDERMOTT INT'L: Bankr. Court Recommends B&W's Plan Confirmation
----------------------------------------------------------------
The Hon. Jerry A. Brown of the United States Bankruptcy Court for
the Eastern District of Louisiana issued his findings of fact,
conclusions of law and recommendation in favor of confirmation of
The Babcock & Wilcox Company Chapter 11 Joint Plan of
Reorganization and the associated proposed settlement agreement
contained therein on Dec. 28, 2005.

B&W, a wholly owned subsidiary of McDermott International, Inc.
(NYSE:MDR), filed for Chapter 11 bankruptcy in New Orleans,
Louisiana on February 22, 2000 as a result of asbestos-related
claims.

As part of the confirmation process, agreements were reached with
all known objectors to the Plan, including those parties who had
objected to the previous B&W plan.  One of the agreements reached
includes McDermott, B&W, Citgo Petroleum Corporation, PDV Midwest
Refining, L.L.C. and certain insurers as parties.

                     Citgo Settlement

Under the Citgo Settlement, B&W will make a payment to the
plaintiffs of $7.5 million on the effective date of the Plan, the
parties agreed to limit B&W's maximum uninsured exposure to
$50 million, in aggregate, and all claims against McDermott will
be released.  To receive any monies beyond the $7.5 million
payment, the plaintiffs must obtain a judgment against B&W in
excess of $250 million, and that excess amount must be completely
uncollectible against B&W's insurers and/or its insurance broker.  
Should that judgment be obtained but amounts are collected from
B&W's insurers or brokers in excess of $250 million, B&W will have
the opportunity to obtain reimbursement of up to $5 million of its
first payment.  Therefore, the Citgo Settlement creates a range on
the plaintiffs' claims against B&W, with a minimum cost to B&W of
$2.5 million, while limiting the maximum total uninsured exposure
to $50 million.

                  Plan Goes to District Court

The Plan will now proceed to the Hon. Judge Sarah S. Vance of the
United States District Court for the Eastern District of
Louisiana.  Judge Vance is expected to review Judge Brown's
findings, conclusions and recommendation to confirm the Plan and,
after completing her review, issue an order granting or denying
confirmation of the Plan.

Effective Feb. 22, 2000, B&W was deconsolidated from McDermott's
reported financial statements.  During the 2002 fiscal year,
McDermott wrote-off its remaining investment in B&W.  On Aug. 29,
2005, B&W, McDermott, the Asbestos Claimants Committee and the
Future Asbestos-Related Claimants' Representative reached in
agreement in principle on the terms of the currently proposed Plan
and associated settlement.  B&W has accrued in its financial
statements the anticipated liability associated with implementing
the Plan.  

In addition to obtaining a final court ruling confirming the Plan,
the settlement requires McDermott's shareholder approval, exit
financing for B&W and the completion of certain other conditions
in order for the currently proposed settlement to become effective
by Feb. 22, 2006, the effective date deadline under the Plan.  
During the confirmation hearing, it was noted that all claimant
classes have voted in favor of the Plan in sufficient numbers to
support confirmation.

Babcock & Wilcox Company, together with its debtor-affiliates,
filed for Chapter 11 protection on February 22, 2000, (Bankr. E.D.
La. Case No. 00-10992).  Jan Marie Hayden, Esq., at Heller,
Draper, Hayden, Patrick & Horn, L.L.C., represents the debtors in
their restructuring efforts.

Since February 2000, B&W has continued to be managed by McDermott;
however its results of operations have been deconsolidated from
McDermott's financial statements.  The Company wrote off its
remaining investment in B&W of $224.7 million during the second
quarter of 2002.

For the year ended December 31, 2004, on a deconsolidated basis,
B&W generated operating income of $115.6 million on revenues of
$1.37 billion.  B&W's net income for the year-ended December 31,
2004, was $99.1 million, including the result of favorable tax
valuation allowance adjustment of $26.2 million.  Beginning in
2005, McDermott spun off the pension plan assets and liabilities
associated with B&W's portion of McDermott Incorporated's pension
plan, creating a B&W-sponsored pension plan.  As a result of the
creation of a B&W-sponsored pension plan, beginning in 2005
expenses associated with this plan are accounted for on B&W's
financials.  In 2004, McDermott recorded approximately $38 million
in pension expense associated with B&W pension on McDermott's
income statement.  At August 24, 2005, B&W had unrestricted cash &
cash equivalents of $352 million.

McDermott International, Inc. -- http://www.mcdermott.com/-- is a  
leading worldwide energy services company.  The Company's
subsidiaries provide engineering, fabrication, installation,
procurement, research, manufacturing, environmental systems,
project management and facility management services to a variety
of customers in the energy and power industries, including the
U.S. Department of Energy.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2005,
McDermott International, Inc. and certain of its subsidiaries
received either increased or new credit ratings from the major
rating agencies.  Each rating agency indicated its outlook for
McDermott and its subsidiaries is stable.

This table reflects the current respective ratings from each
agency:

                          Standard & Poor's       Moody's
                          Ratings Services   Investors Service
                          -----------------  -----------------
                          Previous  Current  Previous  Current
                                        (1)
                          --------  -------  --------  -------
McDermott Int'l, Inc.        B-        B+       -        B2   (2)
McDermott Incorporated       B-        B+       B3       -    (3)
J. Ray McDermott, S.A.      CCC+       B+      Caa1      B2   (4)
Babcock & Wilcox Co(5)                 B+       -        B1   (4)

     (1) S&P's corporate credit rating
     (2) Moody's corporate family rating
     (3) Moody's withdrew its rating on McDermott Inc. following
         the December 2005 MTN redemption.
     (4) Moody's senior secured rating
     (5) The Babcock & Wilcox Company ratings are newly assigned.


MCDERMOTT INT'L: Units Sign $105.2 Mil. Unsecured Credit Facility
-----------------------------------------------------------------
J. Ray McDermott, S.A., a wholly owned subsidiary of McDermott
International, Inc. (NYSE:MDR), and one of J. Ray's subsidiaries
have entered into a $105.2 million unsecured credit facility with
a syndicate of commercial banking institutions.  

The bank group comprised of:

     * Mashreqbank psc
     * Abu Dhabi Commercial Bank PJSC
     * The Commercial Bank of Qatar
     * Arab African International Bank
     * HSBC Middle East Limited.

Mashreqbank psc, served as sole arranger and facility agent while
The Commercial Bank of Qatar serves as the issuing bank.

The Facility will provide letters-of-credit supporting bank
guarantees issued in favor of J. Ray's customers in connection
with two previously announced projects recently awarded to J. Ray
McDermott Eastern Hemisphere Limited.

The term of the Facility is for the duration of the specified
projects, and the initial commission rate is less than 4.25% on an
annualized basis.

A full-text copy of the Facility is available at no charge
http://ResearchArchives.com/t/s?40b

McDermott International, Inc. -- http://www.mcdermott.com/-- is a
leading worldwide energy services company.  The company's
subsidiaries provide engineering, fabrication, installation,
procurement, research, manufacturing, environmental systems,
project management and facility management services to a variety
of customers in the energy and power industries, including the
U.S. Department of Energy.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2005,
McDermott International, Inc. and certain of its subsidiaries
received either increased or new credit ratings from the major
rating agencies.  Each rating agency indicated its outlook for
McDermott and its subsidiaries is stable.

This table reflects the current respective ratings from each
agency:

                          Standard & Poor's       Moody's
                          Ratings Services   Investors Service
                          -----------------  -----------------
                          Previous  Current  Previous  Current
                                        (1)
                          --------  -------  --------  -------
McDermott Int'l, Inc.        B-        B+       -        B2   (2)
McDermott Incorporated       B-        B+       B3       -    (3)
J. Ray McDermott, S.A.      CCC+       B+      Caa1      B2   (4)
Babcock & Wilcox Co(5)                 B+       -        B1   (4)

     (1) S&P's corporate credit rating
     (2) Moody's corporate family rating
     (3) Moody's withdrew its rating on McDermott Inc. following
         the December 2005 MTN redemption.
     (4) Moody's senior secured rating
     (5) The Babcock & Wilcox Company ratings are newly assigned.


MCLEODUSA INC: Inks Stipulation Resolving SBC Entities' Dispute
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter, at
McLeodUSA Incorporated and its debtor-affiliates' request, the
U.S. Bankruptcy Court for the Northern District of Illinois,
Chicago Division:

    (a) prohibits the Utility Companies from altering, refusing,
        or discontinuing services of prepetition claims; and

    (b) provides that the Utility Companies have "adequate
        assurance of payment" within the meaning of Section 366
        based on the acceptance of payment of prepetition
        undisputed amounts in the ordinary course of business,
        without the need for payment of additional deposits or
        security.

       SBC Entities Seek Reconsideration of Utility Order

Joji Takada, Esq., at Freeborn & Peters LLP, in Chicago,
Illinois, asserts that the Debtors' assurances of future payment
to their utility providers, including the SBC Entities, conflict
with Section 366 of the Bankruptcy Code, as amended by the
Bankruptcy Abuse Prevention and Consumer Protection Act, and are
inadequate as a matter of law.

                      Debtors' Reply

Timothy R. Pohl, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Chicago, Illinois, insists that the First Day Utility
Order did not violate Section 366.  The First Day Utility Order:

    (a) unilaterally offered a significant economic benefit to
        utility companies in the form of current payment of
        prepetition claims;

    (b) triggered the Debtors' statutory right to seek a
        modification by the Court of any additional demands made
        by utility companies; and

    (c) established a process by which the Court can review
        adequate assurance requests given all the facts and
        circumstances of the Debtors' cases.

Mr. Pohl notes that the SBC Entities were provided, pending a
hearing to consider the Debtors' request for the Court to modify
the SBC Entities' demands, approximately $6,000,000 to $7,000,000
in extra cash.  "That amount is approximately the same amount
that the SBC Entities are owed, at any point in time, for
services that have been rendered to the Debtors by the SBC
Entities but not yet paid for (because not yet due and payable)."

The Debtors submit that the relief granted by the Court was, and
is, fully appropriate and not prohibited by the statute, Mr. Pohl
asserts.  "None of the Debtors' numerous utility company creditors
except the SBC Entities has challenged the propriety of the First
Day Utility Order."

            Utility Order is Flawed, SBC Entities Insist

Joji Takada, Esq., at Freeborn & Peters LLP, in Chicago,
Illinois, notes that Section 366 is intended to protect utilities
like the SBC Entities from the risk of nonpayment for
postpetition services provided to debtors by offering utilities a
straightforward statutory scheme under which relief is automatic.

The Utility Order, however, deprives the SBC Entities of the
statutorily required relief, Mr. Takada asserts.  The SBC
Entities thus have asked the Court to reconsider the Utility
Order and to set an amount of adequate assurance that makes sense
in light of:

     (i) the more than $11,600,000 in monthly services that the
         SBC Entities provide to the Debtors; and

    (ii) the approximately 75-90 day grace period following bill
         issuance during which the SBC Entities must continue to
         provide services even if they have not been paid.

Mr. Takada alleges that the Debtors have attempted to end-run the
requirements of Section 366(c) by inserting in their ex parte
Utility Order the provision that by accepting payment for
prepetition services, the SBC Entities will "be deemed (a) to
have mutually agreed on a form of security acceptable to the
Utility Company and the Debtors and (b) to have adequate
assurance of future payment."

The problem with that provision is that the SBC Entities were not
consulted on the ex parte Utility Order, nor have they since
"mutually agreed" that payment for services they provided
prepetition is "adequate assurance of future payment" for
postpetition services.

Mr. Takada believes that, in reality, the Debtors offer the SBC
Entities nothing more than an administrative expense priority.
"That treatment is not a form of adequate assurance of payment
permitted by Section 366, as amended by the [Bankruptcy Abuse
Prevention and Consumer Protection Act of 2005], absent the SBC
Entities' agreement."

Given the plain language of Section 366 and the undisputed
circumstances, the SBC Entities ask the Court to grant the
Reconsideration Motion.

                      Parties Stipulate

In a Stipulation and Agreed Order, the Debtors and the SBC
Entities agree that:

    a. the SBC Entities will withdraw their objection to the
       Debtors' Plan of Reorganization; and

    b. the Utility Order does not apply to the SBC Entities.

On the Effective Date of the Debtors' Plan, the Court will vacate
and expunge the Utility Order from the Court's paper and
electronic docket system and record in the Debtors' cases.

For purposes of Section 366 of the Bankruptcy Code, the Debtors
will wire transfer $4,500,000 to an escrow account maintained by
JP Morgan Chase Bank N.A., as escrow agent, pursuant to an escrow
agreement by the parties.  The Escrow Agreement will provide
that:

    a. before the Effective Date, the Section 366 Deposit will
       not be released absent further Court Order; and

    b. on the Effective Date, the Section 366 Deposit will be
       released in its entirety to the SBC Entities to be applied
       to:

       * outstanding undisputed invoices after the Effective Date;
         or

       * the undisputed portions of any of the invoices the
         Debtors might challenge.

The Escrow Agreement will be executed, and the Section 366
Deposit will be made, prior to the Effective Date of the Plan.

The Debtors will continue to pay when due and payable by their
terms in the ordinary course of business, and pursuant to the
terms of the applicable agreements between the parties, or
applicable tariffs, the SBC Entities':

    * undisputed invoices; and

    * the undisputed portions of any invoices the Debtors might
      challenge.

The parties will resolve any dispute with respect to an invoice
in the ordinary course of business.

The Debtors will reimburse the SBC Entities 50% of their
reasonable internal and external attorney's fees, costs and other
litigation expenses incurred in connection with the Chapter 11
cases through the day of the parties' execution of the Escrow
Agreement, subject to a $200,000 cap.

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).


METABOLIFE: U.S. Trustee Makes 4th Amendment to Panel Membership
----------------------------------------------------------------
Steven Jay Katzman, the U.S. Trustee for Region 15 amended the
membership of creditors serving on the Official Committee of
Unsecured Creditors in Metabolife International, Inc., and Alpine
Health Products, LLC's chapter 11 cases.

The Chemins Company, Inc., has been removed from the Committee.

The Creditors' Committee's current members are:

          1. Sherry Fuss
             c/o Andrews & Thornton
             Attn: Anne Andrews, Esq.
             820 N Parton Street, 2nd Floor
             Santa Ana, CA 92701
             Tel: 714-565-7555
             Fax: 714-242-9802

          2. Phillip Overstreet
             c/o The Jacks Law Firm
             Attn: Tommy Jacks, Esq.
             111 Congress Avenue
             Austin, TX 78701
             Tel: 512-478-4422
             Fax: 512-478-5015

          3. Rebecca Welty
             c/o Lopez Hodes Restaino
             Attn: Steve Skikos, Esq.
             625 Market Street, 15th Floor
             San Francisco, CA 94105
             Tel: 415-956-5257
             Fax: 415-956-4416

          4. Patricia and Hollis Riley
             c/o Blizzard McCarthy & Nabers
             Attn: Edward Blizzard, Esq.
             440 Louisiana, Suite 1710
             Houston, TX 77002
             Tel: 713-844-3750
             Fax: 713-844-3755

          5. Metro Networks Communications, LP
             Attn: Lauro Bueno
             40 West 57th Street, 15th Floor
             New York, NY 10019
             Tel: 212-641-2111
             Fax: 212-641-2198

          6. Mobility Technologies, Inc.
             dba Traffic Pulse Network/Traffic.Com
             Attn: AJ Freeman
             851 Duportail Road, Suite 220
             Wayne, PA 19087
             Tel: 610-407-7400, Ext. 2266
             Fax: 610-889-7572

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements  
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


MOUNTAIN CAPITAL: Moody's Rates $12 Mil. Class B-2L Notes at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Mountain Capital CLO IV Ltd.:

   * Aaa to the $5,000,000 Class X Notes due March 2011, to the
     $134,000,000 Class A-1L Floating Rate Notes due March 2018
     and to the $75,000,000 Class A-1LA Floating Rate Notes due
     March 2018;

   * Aa1 to the $9,000,000 Class A-1LB Floating Rate Notes due
     March 2018;

   * Aa2 to the $21,000,000 Class A-2L Floating Rate Notes due
     March 2018;

   * A2 to the $15,000,000 Class A-3L Floating Rate Notes due
     March 2018;

   * Baa2 to the $13,500,000 Class B-1L Floating Rate Notes due
     March 2018; and

   * Ba2 to the $12,000,000 Class B-2L Floating Rate Notes due
     March 2018.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.

The ratings reflect:

   * the risks due to the diminishment of cash flow from the
     underlying portfolio due to defaults;

   * the transaction's legal structure; and

   * the characteristics of the underlying assets.

The New York Branch of Mizuho Corporate Bank, Ltd. acting through
Mountain Capital Advisorsr, an employee group within Mizuho
Corporate Bank, Ltd., will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


NATIONAL COAL: S&P Junks Rating on Proposed $55 Mil. Debt Offering
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to National Coal Corp.

Standard & Poor's also assigned its 'CCC' senior secured debt
rating to the company's proposed $55 million note offering that
matures in 2010. The outlook is developing.

"The ratings on National Coal Corp. reflect the company's limited
operating history, high cost profile, meaningful execution risk in
increasing mine output, very onerous debt burden given the small
scope of its operations, and an aggressive capital spending budget
that will be a drain on its cash balances," said Standard & Poor's
credit analyst Paul Vastola.  These factors overshadow the
company's portfolio of attractively priced contracts with:

     * highly rated utilities,
   
     * a balance sheet that is devoid of pension and other
       postretirement and health care obligations, and

     * cash balances that enable it to continue with its growth
       spending should it successfully complete the proposed notes
       offering.

The proposed $55 million senior secured notes are rated one notch
below the corporate credit rating because of their meaningful
prospects for recovery of principal in a default scenario.

Standard & Poor's expects that a default would be driven by a
sustained deterioration in profitability stemming from markedly
higher cash costs or a decline in prices for thermal coal.  In
such a scenario, the company would have limited prospects for
timely reorganization as a going concern, and the liquidation
value of its discrete assets would be heavily influenced by the
uncertain market value of its coal reserves.

In addition, the company expects to grant first-priority security
to a revolving credit facility of up to $10 million in early 2006.

Knoxville, Tennessee-based National Coal is a very small producer
of thermal coal in the difficult mining region of central
Appalachia.  The company currently has six operating mines that
are expected to produce about 1.25 million tons in 2005.  The
company's business risk profile is vulnerable, considering that
its unit cash production costs are higher than its peers because a
considerable portion of its output is derived from challenging
thin underground coal seams.

Furthermore, the company's ability to augment cash flow in 2006 is
heavily dependent on its plan to increase output by about 50% over
third-quarter 2005 annualized levels.
     
The developing outlook stems from the risk surrounding the
execution of National Coal's growth strategy.  Should the company
execute its capital expenditure program, such that its diversity
and cost profile are materially enhanced while reducing its debt
leverage, ratings could be raised.

On the other hand, the company faces considerable risks in
executing its expansion plans, and is relying on notoriously
unstable operations and volatile market
prices to generate enough cash to fund its growth.

As such, the ratings could be lowered if the company experienced a
material erosion of liquidity stemming from any combination of
significant operating disruptions, a deterioration of market
conditions, or markedly higher capital expenditures.


NORTHWEST AIRLINES: Court Approves City of Atlanta Transactions
---------------------------------------------------------------
Pursuant to Sections 365(a) and 363(b) of the Bankruptcy Code,
Northwest Airlines Corp. and its debtor-affiliates sought the U.S.
Bankruptcy Court for the Southern District of New York's
permission to:

   (i) reject an unexpired lease, dated January 2, 1974, between
       Northwest Airlines, Inc., as successor-in-interest to
       Southern Airways, and the City of Atlanta; and

  (ii) purchase a DC9-30 Flight Simulator from Atlanta.

The Debtors have determined that the Lease Agreement is not
required for the future of their businesses and is burdensome to
their estates.  To this end, the parties have executed a letter
agreement confirming that:

   * the rejection of the Lease Agreement will be effective
     retroactively as of September 14, 2005; and

   * Atlanta releases all matters arising out of the early
     termination of the Lease Agreement, provided that certain
     conditions in the Letter Agreement are met.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, recounts that under the terms of the Lease
Agreement, Atlanta constructed and owned certain improvements
situated on the leased premises.  During an improvement project,
Atlanta installed the Simulator on the Leased Premises for use by
Northwest Airlines.

On February 12, 1987, the parties entered into a consent
agreement that provided for the relocation of the Simulator to
Northwest Airlines' training facilities in Minnesota, and further
granted the Debtor the option to purchase the Simulator.

Northwest Airlines now seeks to exercise its purchase option of
the Simulator.  Atlanta has received authorization from the
Atlanta City Council to sell the Simulator to Northwest Airlines
for $32,500, and transfer title effective December 1, 2005.

Mr. Petrick tells the Court that the purchase will enable the
Debtors to continue to use the Simulator in the operation of
their businesses.

                          *     *     *

The Court grants the Debtors' request.  The Hon. Allan L. Gropper
declares that entry of the Order is contingent on the Debtors'
receipt of title to the DC9-30 Flight Simulator.

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: Can Enter Into Stipulations to Settle Actions
-----------------------------------------------------------------
Before the Petition Date, numerous claimants, primarily personal
injury and property damage plaintiffs commenced or threatened to
commence various civil actions against Northwest Airlines Corp.
and its debtor-affiliates with respect to claims arising from
prepetition acts or omissions.  The actions are stayed pursuant to
the Debtors' Chapter 11 cases.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that the Debtors have received, and
anticipate that they will continue to receive, numerous requests
from Claimants to consensually modify the automatic stay to allow
the Claimants to pursue their claims solely to the extent of
available insurance proceeds.

Mr. Petrick relates that the Debtors maintain insurance policies
that cover most of the claims, subject to certain deductible
limitations and self-insured retentions with respect to certain
of the insurance policies and other customary policy exclusions.
Most of the applicable insurance policies provide first dollar
coverage with respect to claims.

Pursuant to the insurance policies, the Debtors' insurers have
incurred and continue to incur prepetition and postpetition
defense costs associated with claims that are or may be covered
by available insurance.

Thus, the Debtors ask the Court to:

   -- modifying the automatic stay to permit certain prepetition
      litigation claims to proceed to settlement or judgment
      solely to the extent of any available insurance proceeds;

   -- modify the automatic stay to permit the Debtors' insurers
      to pay defense costs, if any;

   -- modify the automatic stay to permit their insurers to pay
      settled or adjudicated claims in accordance with the terms
      and conditions of the applicable insurance policy; and

   -- authorize them to enter into stipulations that would allow
      certain prepetition litigations to proceed to settlement or
      judgment and permit their insurers to pay defense costs as
      well as settled or adjudicated claims.

Mr. Petrick clarifies that, where the applicable policy requires
them to pay a deductible or SIR, the Debtors will only enter into
stipulations where the claimant agrees to waive any claim to
amounts falling within the deductible or SIR amount.

On filing the stipulations, the claimants may proceed against the
Debtors in name only and recover solely from available insurance
coverage.  All insurers maintain all rights and remedies with
respect to their insurance policies and all defenses to coverage
and other defenses are expressly reserved and preserved.

To streamline the implementation of the stay modification and
claims resolution procedure, the Debtors propose these
procedures:

   (a) Prior to filing any stipulation, the Debtors will serve a
       copy to:

          (i) counsel for the applicable insurance carriers;

         (ii) the insurance carriers;

        (iii) the Office of the United States Trustee; and

         (iv) counsel for the Official Committee of Unsecured
              Creditors; and

   (b) If no objection is received by the Debtors within five
       business days of service of the proposed stipulation,
       then the Debtors will be authorized to file the
       stipulation with the Court, which will become final upon
       filing without further Court order.

The stipulation will effect, among other things, the release and
discharge of the Debtors and their estates from any and all
claims that the Claimant has asserted or could assert against the
Debtors or their estates, Mr. Petrick notes.  Thus, by entering
into the stipulations, the Debtors will obtain release of a large
number of claims without any expenditure of their assets.

Mr. Petrick maintains that entering into the stipulations will
aid in the efficient and economic administration of the Debtors'
estates by eliminating the necessity of responding to each
anticipated request to modify the stay.

                          *     *     *

The Honorable Allan Gropper grants the Debtors' request.

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 Airport Settlement Procedures Approved
----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates are parties to
prepetition leases, permits or use agreements with certain
airports.  Pursuant to the Use Agreements, the Debtors pay rental
fees and charges for the use of facilities necessary for them to
operate their business.  The postpetition amounts due under the
Use Agreements are paid by the Debtors as administrative expenses.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, explains that certain amounts paid by the Debtors
during the year are based on an Airport's budgeted costs for the
year and the amounts are reconciled at the end of the year
against its actual costs incurred within that period.

In some cases, the Airport's budgeted costs for the year in which
the Petition Date occurred are higher than the actual costs
incurred within the same period and the Debtors, along with the
other airlines operating at the Airports, are entitled to receive
a payment or a credit for the excess amounts they paid under the
Use Agreements during that year.

In addition, the Debtors, along with the other airlines, are
entitled to receive a portion of the revenues received by the
Airports from various non-airline sources, including concessions
and car rental companies operating at the Airport, parking fees,
and other charges.

The Debtors and certain of the Airports are also parties to
prepetition agreements, pursuant to which the Airports agree:

    (i) to reimburse the Debtors for certain costs associated
        with various activities they have undertaken, including
        design, construction, and maintenance activities; or

   (ii) to pay the Debtors certain incentive or marketing
        payments related to their provision of air transportation
        services at the Airport.

The amounts related to the Prepetition Agreement, as well as the
Excess Charges and Revenue Sharing Amounts, are either payable to
the Debtors in cash or are issued to them as a credit that may be
applied to reduce their future rental or other obligations under
the Use Agreements.  Certain of the Airports owe the Debtors
Credits that the Debtors accrued over a period prior to the
Petition Date, Mr. Petrick relates.

The Debtors have received, and anticipate that they will continue
to receive, numerous requests from Airports to consensually
modify the automatic stay to set off Credits owed to them for
prepetition periods against payments owed to the Airports.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to approve procedures that would
facilitate their entry into stipulated agreements, which would
provide for the modification of the automatic stay so as to allow
the Airports and other parties to set off mutual prepetition
obligations.

The terms of the Airport Settlement Procedures are:

   (a) Prior to filing any stipulation, the Debtors will serve a
       copy to:

         * counsel for the applicable Airport;

         * the Office of the United States Trustee for Region 2;
           and

         * counsel for the Official Committee of Unsecured
           Creditors.

   (b) If no objection is received by the Debtors within five
       business days of service of the proposed stipulation, then
       the Debtors will be authorized to file the stipulation
       with the Court, which agreement will become final without
       further Court order.

The Debtors clarify that the set-off will be allowed to the
extent that:

   (i) the Airports satisfactorily establish the criteria;

  (ii) the Debtors determine that the proposed set-off is in the
       best interest of the Debtors and their estates; and

(iii) the Airports agree to apply Credits accruing during the
       postpetition period, or any remaining Credits allocable to
       the prepetition period after set-off of the Debtors'
       prepetition obligations, to the Debtors' postpetition
       administrative obligations to the Airports.

Mr. Petrick asserts that the Airport Settlements will aid in the
efficient and economic administration of the Debtors' estates by
eliminating the necessity of responding to each anticipated
request for stay modification.

Moreover, the Debtors will be able to satisfy a portion of their
postpetition obligations to the Airports under the Use Agreements
by applying the applicable Credits, rather than utilizing estate
funds.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq., at
Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OPULENT GROUP: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Opulent Group LLC
        4700 Jerral Drive
        Frisco, Texas 75034

Bankruptcy Case No.: 05-28286

Chapter 11 Petition Date: December 27, 2005

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Brian C. Whitaker, Esq.
                  Woods Erickson Whitaker & Miles LLP
                  1349 Galleria Drive, #200
                  Henderson, NV 89014
                  Tel: (702) 433-9696

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
Opulent Financial Services                 $500,000
7548 Preston Road #141-13
Frisco, TX 75034

Opulent Financial Services                 $300,000
7548 Preston Road #141-13
Frisco, TX 75034


PARMALAT GROUP: Preliminary Injunction Extended to February 7
-------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York enjoins and restrains all persons
subject to the jurisdiction of the U.S. court from commencing or
continuing any action to collect a prepetition debt against
Parmalat SpA and its affiliates and subsidiaries, on an interim
basis, without obtaining permission from the Bankruptcy Court.

The Preliminary Injunction, however, does not apply to:

   -- the furtherance or prosecution of claims of creditors
      against these subsidiaries or affiliates of the Foreign
      Debtors:

         (i) Subsidiaries or affiliates of the Foreign Debtors
             covered by currently pending liquidation,
             insolvency, administration or reorganization cases
             or proceedings, including those based in Brazil, the
             Cayman Islands, Chile, Germany, Hungary, Ireland and
             the United States;

        (ii) Subsidiaries or affiliates conducting business
             operations in Spain, Canada, Nicaragua, Venezuela,
             South Africa, Australia, Mexico, Costa Rica,
             Mauritius, Uruguay (only Parmalat Uruguay S.A.),
             Argentina, the Dominican Republic and the United
             States, including, but not limited to, BF Holdings,
             USA, Inc., Mother's Cake & Cookie Co., and Archway
             Cookies, LLC;

       (iii) Wishaw Trading S.A.; and

        (iv) former officers and directors as of December 23,
             2003, of the Foreign Debtors,

      but only to the extent that the prosecution or furtherance
      of claims does not impact upon, obtain possession of or
      seek control over assets, claims or property of the Foreign
      Debtors; and

   -- discovery against the Foreign Debtors by defendants in
      these pending actions:

         (i) Bondi v. Grant Thornton International, et al.,
             No. 04-Civ.-9711 (LAK) (S.D.N.Y.); and

        (ii) Bondi v. Bank of America Corporation, et al.,
             No. 1:04cv215 (W.D.N.C.); and

   -- any other matter to which the injunction does not apply as
      determined by the U.S. District Court for the Southern
      District of New York.

Judge Drain will convene another hearing on February 7, 2006, at  
10:00 a.m. to consider whether to continue the terms of the  
Preliminary Injunction.  The Preliminary Injunction Order will
remain in effect through February 8, 2006.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 67; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RECEIVABLES STRUCTURED: Moody's Reviews 7.44% Notes' Caa2 Rating
----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
its rating of the 7.44% Notes issued by Receivables Structured
Trust 2001-Calpoint.  The review follows the upgrade of the senior
unsecured rating of Qwest Communications International Inc, which
guarantees certain payments to the Trust.

The complete rating action is:

Issuer: Receivables Structured Trust 2001-Calpoint

Under Review for Possible Upgrade

   * Securities: 7.44% Notes, rated Caa2

Moody's rating of the Notes is based solely on the rating of
Qwest, which guarantees certain payment obligations of Qwest
Communications Corporation (the Contractor) to the Trust.  The
main assets of the Trust are:

   1) an agreement by the Contractor to make certain monthly
      payments in exchange for telecommunication services to be
      performed by Calpoint LLC; and

   2) the guarantee of the Contractor's payment obligations
      by Qwest.

The guaranteed payments are "hell or high water" obligations of
the Contractor; that is, they do not depend on the quality of
services provided by Calpoint or on any other conditions.  The
guaranteed monthly payments are in an amount sufficient to make
payments of principal and interest on the Notes, after deducting
fees.  Because payments of principal and interest on the Notes
depend ultimately on the Qwest guarantee of the Contractor's
payment obligations, the rating of the Notes is based entirely on
Qwest Communications International Inc's rating.


SAINT VINCENTS: Terminating Greenhorn Development Lease Next Month
------------------------------------------------------------------
Saint Vincent Catholic Medical Centers leases real property
located at 144 West 23rd Street, New York, from Greenhorn
Development Co., pursuant to a lease agreement, dated May 24,
2005.

The Premises is divided into five apartments, which SVCMC has
historically sublet to its medical residents at below-market,
subsidized rates.  The Lease, which was due to expire on June 30,
2004, was automatically renewed in July 2004 for an additional
three-year term, with a 15% increase in rent.

To offset the high cost of the renewed Lease, in the summer of
2004, SVCMC sublet the Premises to tenants who are unaffiliated
with the Debtors' hospitals at market rates.  As of December 7,
2005, four of the five apartments are occupied by SVCMC's
subtenants.  However, the rent received by the Debtors from the
Sublessees is still less than the rent owed by the Debtors to
Greenhorn Development, Andrew M. Troop, Esq., at Weil, Gotshal &
Manges LLP, in New York, relates.

The Subleases expired September 30, 2005, and the Sublessees are
currently occupying the Premises on a month-to-month basis.  
Consequently, the Sublessees' interests in the Premises, governed
by the Subleases, may be terminated upon 30 days' written notice.

                   The Termination Agreement

The Debtors and Greenhorn Development have agreed to enter into
a termination agreement, pursuant to which the Lease will be
terminated on mutually agreeable terms.  The Debtors have
determined that the Termination Agreement would benefit their
estates and therefore have agreed to terminate, rather than
reject the Lease, Mr. Troop tells the Court.

Pursuant to the Termination Agreement, the Lease will terminate
by no later than January 31, 2006, at which time Greenhorn
Development will accept surrender of the Premises.  The Agreement
also provides that the parties will release each other from any
and all claims arising under or in connection with the Lease from
and after the Termination Date.  

The Termination Agreement does not, however, release the Debtors
from their obligation to pay:

   (a) rent due and owing for the one week period prior to the
       Petition Date, in the amount of $2,000; and

   (b) additional costs or liabilities, if any, that may arise
       under the Lease from the date of the Termination Agreement
       through and including the Termination Date.

In addition, the Termination Agreement provides that within 30
days after the Termination Date, Greenhorn Development will
refund SVCMC's security deposit and earned interest aggregating
$42,000, less the Prepetition Rent and the Interim Obligations,
if any.  

Mr. Troop says that until the Termination Date, the Debtors
intend to continue fulfilling their obligations under the Lease,
including their obligation to pay rent due in accordance with the
Lease and to collect rent from the Sublessees.

The Termination Agreement is fair, reasonable and in the Debtors'
best interests, Mr. Troop contends.  He notes that assuming the
Sublessees continue to occupy the Premises, the cost of
maintaining the Premises through the Termination Date is
approximately $8,600 -- the difference between the rent due under
the Lease and the amount SVCMC is collecting from the Sublessees.
Were the Debtors to reject the Lease, however, the general
unsecured rejection damage claim would be in excess of this
amount.

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


SAINT VINCENTS: H. Krauss Wants Stay Lifted to Pursue PI Claim
--------------------------------------------------------------
Harvey Krauss, as administrator of the Estate of Mitchell Krauss,
is a litigant in a personal injury action in the New York State
Court.  The Lawsuit arises from an incident that occurred on
Dec. 17, 2003, at St. Vincent's Hospital in the County of
Richmond, New York.  Through the medical and general negligence
of the defendants, Mitchell Krauss was permitted to jump off the
roof of the hospital and kill himself.

Michael Lizzi, Esq., at Maggiano, DiGirolamo, Lizzi & Roberts,
in New York, relates that the Debtors have represented in the
State Court that the claims asserted in the Lawsuit are covered
by an insurance policy issued by Medical Liability Insurance
Company for the period December 31, 2002, through December 31,
2003, with available policy limits of $1,000,000 per occurrence
and $8,000,000 per policy year.  

Accordingly, the Debtors will not be prejudiced by Mr. Krauss'
application and continuation of the action in State Court will
not hinder, delay or be inconsistent with the proceedings pending
in the Bankruptcy Court, Mr. Lizzi asserts.

Thus, Mr. Krauss asks the Court to modify the automatic stay to
permit the Lawsuit to proceed.

                         Debtors Respond

The Debtors have presented to the Court a preliminary methodology
to address requests to lift the bankruptcy stay and the universe
of medical malpractice claims.

To permit parties-in-interest the opportunity to consider the
most effective and efficient means to liquidate malpractice
claims and to provide medical malpractice claimants to comment on
the Debtors' proposed methodology, the Debtors ask the Court to
adjourn the hearing on Mr. Krauss' request to January 17, 2006.

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


SAV-ON LTD: Taps Glast Phillips as Bankruptcy Counsel
-----------------------------------------------------
Sav-On Ltd. asks the U.S. Bankruptcy Court for the Northern
District of Texas for authority to employ Glast, Phillips &
Murray, P.C., as its bankruptcy counsel.

Glast Phillips will:

     a) provide legal advice with respect to its powers and duties
        as Debtor in possession in the continued operation of its
        businesses and management of its properties;

     b) prepare and pursue confirmation of a plan and approval of
        a disclosure statement;

     c) prepare on behalf of the Debtor necessary applications,
        motions, answers, orders, reports, and other legal papers;

     d) appear in Court and protect the interests of the Debtor
        before the Court; and

     e) perform all other legal services for the Debtor which may
        be necessary and proper in this case.

Troy D. Phillips, Esq., a member of Glast Phillips, discloses that
he will bill $375 per hour for his services.  Mr. Phillips further
discloses that the principal attorneys and paralegals designated
to represent the Debtor are:

    Professional              Designation        Hourly Rate
    ------------              -----------        -----------
    Donald R. Rector, Esq.    Member                 $315
    John J. Stasney, Esq.     Member                 $250
    Teresa Clark              Paralegal              $80

Mr. Phillips 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.


SEARS HOLDINGS: Moody's Affirms Corporate Family Rating at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned a speculative grade liquidity
rating of SGL-1 to Sears Holdings Corporation and affirmed the
long-term ratings of the company and its subsidiaries with a
stable rating outlook.

Ratings affirmed:

  Sears Holdings Corp.:

     * Corporate family rating at Ba1

  Sears Roebuck Acceptance Corp.:

     * Senior secured bank facility at Baa3
     * Senior unsecured notes at Ba1

Rating assigned:

     * Speculative grade liquidity rating of SGL-1

The SGL-1 speculative grade liquidity rating is based on:

   * Sears Holdings' very good liquidity that reflects significant
     cash balances;

   * revolving credit availability; and

   * readily salable assets, including non-core brands and
     extraneous real estate, a sizeable amount of which is valued
     below market as a result of Kmart's significant
     post-Chapter 11 rebase of its pre-petition real estate
     portfolio.

Sears Holdings' very good liquidity is a key positive rating
factor underpinning the company's Ba1 corporate family rating.

The affirmation of the long term ratings for Sears Holdings and
Sears Roebuck Acceptance Corp. considers the challenges that
management continues to face as it integrates and re-positions two
challenged retailers in a fiercely competitive environment, as
well as the solid credit metrics that resulted from the debt-free
combination and the additional financial flexibility provided by
its real estate holdings.

The rating also considers the potential disruptions in sales and
profitability of Sears Holdings in the short-term as the company
is faced with very significant integration challenges arising from
the Sears, Roebuck and Kmart merger, as well as fierce competition
from both traditional and non-traditional retailers.  The Sears
franchise, while possessing a market-leading position in hard
lines, remains challenged by its ongoing inability to craft a
cogent soft lines strategy.  Kmart, which has made healthy strides
since its emergence from Chapter 11, has yet to prove it can
compete effectively as a pure retailer in the discount space now
unquestionably dominated by Wal-Mart.

Moody's notes that the combination should accelerate the new
company's ability to increase the number of Sears stores in off-
mall locations, as well as allowing the two concepts to cross-
merchandise their proprietary brands.  However, significant square
footage for both concepts will still be devoted to soft lines,
categories where both have faced challenges and which will
continue to face fierce competition from discounters such as Wal-
Mart and Target and specialty retailers such as Gap.

In addition, the integration process, which is always challenging,
will be further complicated by the level of real estate
rationalization that is likely necessary.  With total locations of
over 3,500, combinations and closings will occur, which will
magnify the integration risk.

The stable rating outlook reflects:

   * Sears Holdings solid position in its rating category;
   * industry leading hardlines business; and
   * relatively low levels of funded debt.

Upward rating pressure would result from Sears Holdings
demonstrating:

   a) that it is successfully integrating the two businesses in
      relation to systems, operations, culture and store
      rationalization; and

   b) that the resulting concepts are gaining traction with the
      consumer, including maintenance of Sears' market share in
      hard lines and both Sears and Kmart becoming more credible
      competitors in apparel.

An upgrade would also require Sears Holdings to demonstrate that
it can maintain free cash flow to adjusted debt of at least 7%,
with free cash flow reflecting reasonable capital reinvestment to
maintain a fresh store base, and EBIT margins of at least 3.5%.  A
demonstrated ability to access the market on an unsecured basis
would also add to upward rating pressure.

While Sears Holdings is solidly positioned in its rating category,
downward rating pressure would emanate from deterioration in
operating performance that would result in significantly weaker
credit metrics, with free cash flow to adjusted debt of less than
5% and EBIT margins of less than 2.5%.  Qualitatively, should the
company's competitive position erode, or should the integration
not proceed fairly smoothly, a negative outlook is likely, with
continued erosion resulting in a downgrade.

Sears, Roebuck and Co. which operates more than 870 full-line
department stores and approximately 1,300 specialty stores, is the
parent of Sears Roebuck Acceptance Corp., and is a wholly-owned
subsidiary of Sears Holdings, which is headquartered in Hoffman
Estates, Illinois, and is also the parent of K-Mart Corporation,
which operates approximately 1,500 retail stores.


SHOPKO STORES: Waives Merger Condition on 9-1/4% Sr. Notes Offer
----------------------------------------------------------------
ShopKo Stores, Inc., irrevocably waived certain conditions to its
offer to purchase any and all of its outstanding $100 million
principal amount of 9-1/4% Senior Notes due 2022.  

This is consistent with ShopKo's previously expressed intent to
waive these conditions upon the closing of the merger transaction
with SKO Acquisition Corp., which occurred on Dec. 28, 2005.

Specifically, ShopKo has irrevocably waived the merger condition
contained in the Offer and the condition that no proceeding be
pending that questions the validity or legality of the Offer as it
relates solely to the previously disclosed litigation brought
against ShopKo by certain of the holders of the Notes.  All other
terms, provisions and conditions of the Offer will remain in full
force and effect.

The Offer was scheduled to expire on Wednesday, Dec. 28, 2005, at
5:00 p.m., New York City time, unless further extended by ShopKo
or earlier terminated.  ShopKo also reported that following the
satisfaction or waiver of the remaining conditions to the Offer,
it intends to purchase all Notes that have been validly tendered.

The terms of the Offer and Solicitation are described in the Offer
to Purchase and Consent Solicitation Statement dated June 30,
2005, as amended by Supplements dated Aug. 10, 2005, and Nov. 29,
2005.  ShopKo disclosed on Aug. 15, 2005, that it had received the
requisite consents to amend the indenture governing the Notes.  
ShopKo executed the supplemental indenture on Aug. 16, 2005,
eliminating substantially all of the restrictive covenants and
certain events of default in the indenture governing the Notes.
Copies of the Offer to Purchase and Consent Solicitation Statement
may be obtained from Global Bondholder Services Corporation, the
information agent for the Offer, at (866) 736-2200 (US toll free)
or (212) 430-3774 (collect).

ShopKo said it has been informed by the information agent that, as
of 5:00 p.m., New York City time, on Dec. 27, 2005, approximately
$94.3 million in aggregate principal amount of Notes had been
tendered in the Offer.  This amount represents approximately 94.3%
of the outstanding principal amount of the Notes.

Banc of America Securities LLC is acting as the sole dealer
manager for the Offer.  Questions regarding the Offer may be
directed to Banc of America Securities LLC at (212) 847-5834 or
(888) 292-0070.

ShopKo Stores, Inc. -- http://www.shopko.com/-- is a retailer of  
quality goods and services headquartered in Green Bay, Wisconsin,
with stores located throughout the Midwest, Mountain and Pacific
Northwest regions.  Retail formats include 140 ShopKo stores,
providing quality name-brand merchandise, great values, pharmacy
and optical services in mid-sized to larger cities; 223 Pamida
stores, 116 of which contain pharmacies, bringing value and
convenience close to home in small, rural communities; and three
ShopKo Express Rx stores, a new and convenient neighborhood
drugstore concept.  With more than $3 billion in annual sales,
ShopKo Stores, Inc., is listed on the New York Stock Exchange
under the symbol SKO.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2005,
Standard & Poor's Ratings Services said its ratings on Shopko
Stores Inc., including the 'BB-' corporate credit rating, remain
on CreditWatch with negative implications, where they were placed
April 8, 2005, based on its leveraged buyout agreement.


STRATUS SERVICES: Sells Assets in Western U.S. to ASL for $5.59M
----------------------------------------------------------------
Stratus Services Group Inc. completed the sale of substantially
all of the tangible and intangible assets, excluding accounts
receivable, of several of its offices located in the Western half
of the United States to ALS, LLC.

The offices covered in the sale were the branches in:

      * Chino, California;
      * Colton, California;
      * Los Nietos, California;
      * Ontario, California;
      * Santa Fe Springs, California; and
      * Phoenix, Arizona

The Dallas Morning News Account was also included among the assets
sold.  

Pursuant to the terms of an Asset Purchase Agreement between the
Company and ALS dated Dec. 2, 2005, the purchase price for the ALS
Purchased Assets is payable as follows:

   -- $250,000 is payable to the Company;
  
   -- $1,000,000 paid by ALS will be paid directly to certain
      taxing authorities to reduce the Company's tax obligations;
      and
  
   -- $3,537,000, which was paid by means of the cancellation of
      all net indebtedness owed by the Company to ALS outstanding
      as of the close of business on Dec. 2, 2005.

In addition, ALS also assumed the Company's obligation to pay
$798,626, due under a certain promissory note issued by the
Company to Provisional Employment Solutions, Inc.  As a result of
the sale, all sums due and owing to ALS by Stratus were deemed
paid in full and no further obligations remain.

In connection with the transaction, each of the Company and ALS
entered into Non-Compete and Non-Solicitation Agreements pursuant
to which the Company agreed not to compete with ALS with the
customers of and in the geographic area of the Western Offices,
and ALS agreed not to compete with the Company with respect to
certain customers and accounts, including, accounts serviced by
the Company' remaining offices, for a period of two years.

The son of the Company's President and Chief Executive Officer is
a 50% owner of ALS.

A full-text copy of the ASL Asset Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?406

Stratus Services Group Inc. provides a wide range of staffing and
productivity consulting services nationally through a network of
offices located throughout the United States.  

As of June 30, 2005, Stratus Services' balance sheet reported a
$4,249,489 equity deficit compared to a $4,507,221 equity deficit
at September 30, 2004.


STRATUS SERVICES: Completes Sale of Three California Offices
------------------------------------------------------------
Stratus Services Group Inc. completed the sale of substantially
all of the tangible and intangible assets, excluding accounts
receivable and other certain items of three of its California
offices to Accountabilities, Inc.

The offices sold were the branches in:

         * Culver City, California;
         * Lawndale, California; and
         * Orange, California

Pursuant to the terms of an Asset Purchase Agreement between the
Company and AI dated Dec. 5, 2005, AI has agreed to pay to the
Company an amount equal to:

   -- 2% of the sales of the Other California Offices for the
      first twelve-month period;

   -- 1% of the sales of the Other California Offices for the
      second twelve-month period; and

   -- 1% of the sales of the Other California Offices for the
      third twelve-month period.

In addition, a Demand Subordinated Promissory Note between the
Company and AI dated Sept. 15, 2005, which had an outstanding
principal balance of $125,000 at the time of closing was deemed
paid and marked canceled.

Certain assets held by the other California offices were excluded
from the sale, including cash and cash equivalents, accounts
receivable, and the Company's rights to receive payments from any
source.

In connection with the transaction, each of the Company and AI
entered into Non-Compete and Non-Solicitation Agreements pursuant
to which the Company agreed not to compete with AI with the
customers of and in the geographic area of the Other California
Offices, and AI agreed not to compete with Stratus with respect to
certain customers and accounts, including, accounts serviced by
Stratus' remaining offices, for a period of three years.

                    Avoidance of Foreclosure

The AI asset sales were part of a series of sale transactions that
were completed with a view toward avoiding a foreclosure action by
Capital Temp Funds and maximizing the Company's prospects of
reducing its indebtedness to creditors and the possibility of
preserving value for the Company's shareholders.  Management
believes that if a foreclosure sale were to take place, few, if
any, funds would be available after the satisfaction of the
Company's indebtedness to Capital Temp Funds, which was
approximately $8.3 million as of Dec. 1, 2005.

A full-text copy of the AI Asset Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?407

Stratus Services Group Inc. provides a wide range of staffing and
productivity consulting services nationally through a network of
offices located throughout the United States.  

As of June 30, 2005, Stratus Services' balance sheet reported a
$4,249,489 equity deficit compared to a $4,507,221 equity deficit
at September 30, 2004.


STRATUS SERVICES: Source One Buys N.J. & Pennsylvania Offices
-------------------------------------------------------------
Stratus Services Group Inc. completed the sale of substantially
all of the tangible and intangible assets, excluding accounts
receivable and other assets of several of its Northeastern offices
to Source One Personnel, Inc.

The offices sold were the branches in:

         * Cherry Hill, New Jersey;
         * New Brunswick, New Jersey;
         * Mount Royal/Paulsboro, New Jersey;
         * Pennsauken, New Jersey;
         * Norristown, Pennsylvania;
         * Fairless Hills, Pennsylvania;
         * New Castle Delaware; and
         * Freehold, New Jersey

The assets of these earned-out offices were also purchased:

         * Deer Park, New York;
         * Leominster, Massachusetts;
         * Lowell, Massachusetts; and
         * Athol, Massachusetts.  

The purchased assets also include substantially all of the
tangible and intangible assets, excluding accounts receivable and
other assets, used by the Company in the operation of its business
at certain facilities of certain customers including:

   * Earned-Out On-Site Businesses:

     -- the Setco facility in Cranbury New Jersey;
     -- the Record facility in Hackensack, New Jersey;
     -- the UPS-MI facility in Long Island, New York;
     -- the UPS-MI facility in the State of Connecticut;
     -- the UPS-MI facility in the State of Ohio;
     -- the APX facility in Clifton, New Jersey;

   * the Burlington Coat Factory in Burlington, New Jersey;

   * the Burlington Coat Factory facility in Edgewater Park, New
     Jersey; and

   * the UPS-MI facility in Paulsboro, New Jersey.

Pursuant to the SOP Asset Purchase Agreement between the Company
and SOP dated Dec. 7, 2005, the purchase price for the SOP
Purchased Assets was payable as follows:

   -- an aggregate of $974,031 of indebtedness owed by the Company
      to SOP:

      (a) under certain promissory notes previously issued by the
          Company to SOP; and

      (b) in connection with a put right previously exercised by
          SOP with respect to 400,000 shares of the Company's
          common stock was cancelled.

   -- SOP is required to make these earn out payments to the
      Company during the three-year period:
  
      * 2% of sales (excluding taxes on sales) from the Earn Out
        Offices and the Earn Out On-Site Businesses for the
        initial twelve months;
  
      * 1% of sales (excluding taxes on sales) from the Earn Out
        Offices and the Earn Out On-Site Businesses for the second
        twelve months; and
  
      * 1% of sales (excluding taxes on sales) from the Earn Out
        Offices and the Earn Out On-Site Businesses for the third
        twelve months.

Certain assets held by the Purchased Businesses were excluded from
the sale, including cash and cash equivalents, accounts
receivable, and the Company's rights to receive payments from any
source.

In connection with the transaction, Stratus and SOP entered into
Non-Compete and Non-Solicitation Agreements pursuant to which
Stratus agreed not to compete with SOP with respect to the
business acquired from it by SOP for a period of two years.

                    Avoidance of Foreclosure

The SOP asset sales were part of a series of sale transactions
that were completed with a view toward avoiding a foreclosure
action by Capital Temp Funds and maximizing the Company's
prospects of reducing its indebtedness to creditors and the
possibility of preserving value for the Company's shareholders.  
Management believes that if a foreclosure sale were to take place,
few, if any, funds would be available after the satisfaction of
the Company's indebtedness to Capital Temp Funds, which was
approximately $8.3 million as of December 1, 2005.

A full-text copy of the SOP Asset Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?408

Stratus Services Group Inc. provides a wide range of staffing and
productivity consulting services nationally through a network of
offices located throughout the United States.  

As of June 30, 2005, Stratus Services' balance sheet reported a
$4,249,489 equity deficit compared to a $4,507,221 equity deficit
at September 30, 2004.


STRUCTURED ADJUSTABLE: S&P Affirms Low-B Ratings on 48 Class Certs
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 557
classes of pass-through certificates from 32 transactions issued
by Structured Adjustable Rate Mortgage Loan Trust.

The affirmations are based on actual and projected credit support
percentages that are sufficient to maintain the current ratings.
Total delinquencies for these transactions ranged from 0.20% to
5.45% of the current pool balances. Cumulative realized losses
ranged from 0.00% to 0.04% of the original pool balances.

The underlying collateral for these transactions consists of
conventional, fully amortizing, adjustable-rate mortgage loans
secured by first liens on one- to four-family residential
properties.
   
                        Ratings Affirmed
   
         Structured Adjustable Rate Mortgage Loan Trust
   
   Series    Class                                      Rating
   ------    -----                                      ------
   2004-1    1-A, 2-A, 2-AX, 3-A1, 3-A2, 3-A3, 3-AX     AAA
   2004-1    4-A1, 4-A2, 4-A3, 4-A4, 4-A5, 4-AX, 4-PAX  AAA
   2004-1    5-A, 5-AX, 6-A, 6-AX                       AAA
   2004-1    B1-I, B1X-I, B1-II, B1X-II                 AA
   2004-1    B2-I, B2X-I, B2-II                         A
   2004-1    B3                                         BBB
   2004-1    B4                                         BB
   2004-1    B5                                         B
   2004-2    1-A1, 1-A2, 1-AX, 2-A, 3-A, 3-AX, 4-A1     AAA
   2004-2    4-A2, 4-A3, 4-AX, 4-PAX, 5-A, 5-AX         AAA
   2004-2    B1-I, B1X-I, B1-II                         AA
   2004-2    B2-I, B2X-I, B2-II                         A
   2004-2    B3                                         BBB
   2004-2    B4                                         BB
   2004-2    B5                                         B
   2004-3AC  A1, A2, A3, PAX, AX                        AAA
   2004-3AC  B1                                         AA
   2004-3AC  B2                                         A
   2004-3AC  B3                                         BBB
   2004-3AC  B4                                         BB
   2004-3AC  B5                                         B
   2004-4    1-A1, 1-A2, 1-A3, 1-AX, 2-A, 3-A1, 3-A2    AAA
   2004-4    3-A3, 3-A4, 3-A5, 3-A6, 3-AX, 3-PAX, 4-A   AAA
   2004-4    4-AX, 5-A                                  AAA
   2004-4    B1                                         AA
   2004-4    B2                                         A
   2004-4    B3                                         BBB
   2004-4    B4                                         BB
   2004-4    B5                                         B
   2004-5    1-A, 2-A, 3-A1, 3-A2, 3-A3, 3-A4, 3-A5     AAA
   2004-5    3-A6, 3-AX, 3-PAX, 4-A, 4-AX, 5-A, 5-AX    AAA
   2004-5    B1                                         AA
   2004-5    B2                                         A
   2004-5    B3                                         BBB
   2004-5    B4                                         BB
   2004-5    B5                                         B
   2004-6    1-A, 2-A, 3-A1, 3-A2, 3-A3, 4-A1, 4-A2     AAA
   2004-6    5-A1, 5-A2, 5-A3, 5-A4, 5-A5, 5-A6, 6-A    AAA
   2004-6    B1, B1-X                                   AA
   2004-6    B2, B2-X                                   A
   2004-6    B3                                         BBB
   2004-6    B4                                         BB
   2004-6    B5                                         B
   2004-7    A1, A2-A, A2-B, A3, A4                     AAA
   2004-7    M1                                         AA
   2004-7    M2                                         A
   2004-8    1-A1, 1-A2, 1-A3, 2-A1, 2-A2,3-A, 4-A      AAA
   2004-8    5-A1, 5-A2, 5-A3, 5-A4, 5-A4B, 5-A5, 5-A5B AAA
   2004-8    5-A6, 5-A6B                                AAA
   2004-8    B1, B1-X                                   AA
   2004-8    B2, B2-X                                   A
   2004-8    B3                                         BBB
   2004-8    B4                                         BB
   2004-8    B5                                         B
   2004-9XS  A                                          AAA
   2004-9XS  M1                                         AA
   2004-9XS  M2                                         A
   2004-9XS  M3                                         BBB
   2004-10   1-A1, 1-A2, 1-A3, 2-A, 3-A1, 3-A2, 3-A3    AAA
   2004-10   4-A, 4-AX                                  AAA
   2004-10   B-1, B1-X                                  AA
   2004-10   B2, B2-X                                   A
   2004-10   B3                                         BBB
   2004-10   B4                                         BB
   2004-10   B5                                         B
   2004-12   1-A1, 1-A2, 1-A3, 2-A, 3-A1, 3-A2, 3-A3    AAA
   2004-12   3-AX, 4-A, 5-A, 6-A, 7-A1, 7-A2, 7-A3      AAA
   2004-12   7-AX, 8-A, 9-A                             AAA
   2004-12   B1, B1-X                                   AA+
   2004-12   B2, B2-X                                   AA
   2004-12   B3, B3-X                                   AA-
   2004-12   B4, B4-X                                   A
   2004-12   B5                                         A-
   2004-12   B6                                         BBB
   2004-12   B7                                         BB
   2004-12   B8                                         B
   2004-14   1-A, 2-A, 3-A1, 3-A2, 3-AX, 3-PAX, 4-A     AAA
   2004-14   5-A1, 5-A2, 5-AX, 5-PAX, 6-A, 7-A, M, MX   AAA
   2004-14   B1, B1-X                                   AA+
   2004-14   B2, B2-X                                   AA
   2004-14   B3, B3-X                                   AA-
   2004-14   B-4                                        A
   2004-14   B-5                                        A-
   2004-14   B6                                         BBB
   2004-14   B7                                         BB
   2004-14   B8                                         B
   2004-15   A                                          AAA
   2004-15   B1                                         AA
   2004-15   B2                                         A
   2004-15   B3, BX                                     BBB
   2004-15   B4                                         BB
   2004-15   B5                                         B
   2004-16   1-A1, 1-A2, 1-A3, 2-A, 3-A1, 3-A2, 3-AX    AAA
   2004-16   3-PAX, 4-A, 4-AX, 4-PAX, 5-A1, 5-A2, 5-A3  AAA
   2004-16   5-AX, 5-AIO, 5-C, 6-A, M, MX               AAA
   2004-16   B1, B1X                                    AA+
   2004-16   B2, B2X                                    AA
   2004-16   B3, B3X                                    AA-
   2004-16   B4                                         A
   2004-16   B5                                         A-
   2004-16   B6                                         BBB
   2004-16   B7                                         BB
   2004-16   B8                                         B
   2004-18   1-A1, 1-A2, 1-A3, 2-A, 3-A1, 3-A2,4-A1     AAA
   2004-18   4-A2, 4-PAX, 5-A, 5-AX                     AAA
   2004-18   M, MX, B1, B1X                             AA+
   2004-18   B2, B2X                                    AA
   2004-18   B3, B3X                                    AA-
   2004-18   B4                                         A
   2004-18   B5, B5X                                    A-
   2004-18   B6, B6X, B7, B7X                           BBB
   2004-18   B8, B8X                                    BB
   2004-18   B9                                         B
   2004-19   1-A1, 1-A2, 1-A2X, 2-A1, 2-A2              AAA
   2004-19   B1, B2                                     AA
   2004-19   B3                                         A+
   2004-19   B4                                         A
   2004-19   B5                                         BBB+
   2004-19   B6, B6X                                    BBB-
   2004-19   B7-I, B7-II                                BB
   2004-19   B8-I, B8-II                                B
   2004-20   1-A1, 1-A2, 1-A3, 2-A1, 2-A2, 3-A1, 3-A2   AAA
   2004-20   4-A, 5-A                                   AAA
   2004-20   B1, B1X, B2, B2X                           AA+
   2004-20   B3, B3X, B4, B4X                           AA
   2004-20   B5, B5X                                    AA-
   2004-20   B6                                         A
   2004-20   B7, B7X                                    A-
   2004-20   B8, B8X, B9                                BBB
   2004-20   B10                                        BB
   2004-20   B11                                        B
   2005-1    1-A1, 1-A2, 2-A, 3-A, 3-AX, 4-A1, 4-A2     AAA
   2005-1    5-A1, 5-A2, 6-A                            AAA
   2005-1    B1, B1X, B2, B2X, B3, B3X                  AA+
   2005-1    B4, B4X                                    AA
   2005-1    B5, B5X                                    A+
   2005-1    B6                                         A
   2005-1    B7, B7X                                    A-
   2005-1    B8                                         BBB+
   2005-1    B9                                         BBB
   2005-1    B10, B10X                                  BBB-
   2005-1    B11, B11X                                  BB
   2005-1    B12                                        B
   2005-2    A1, A2, A2X1, A2X2                         AAA
   2005-2    B1, B2                                     AA
   2005-2    B3                                         A+
   2005-2    B4                                         A
   2005-2    B5                                         BBB+
   2005-2    B6, BX                                     BBB
   2005-2    B7                                         BBB-
   2005-2    B8                                         BB
   2005-2    B9                                         B
   2005-3XS  A1, A2, A3                                 AAA
   2005-3XS  M1                                         AA
   2005-3XS  M2                                         A
   2005-3XS  M3                                         BBB+
   2005-4    1-A1, 1-A2, 2-A, 3-A1, 3-A2, 3-AX, 3-PAX   AAA
   2005-4    4-A, 5-A, 6-A1, 6-A2, 6-A3, 6-AX1, 6-AX2   AAA
   2005-4    B1-II                                      AA+
   2005-4    B2-II                                      AA
   2005-4    B1-I                                       AA-
   2005-4    B3-II                                      A+
   2005-4    B2-I, B4-II, BX-II                         A-
   2005-4    B3-I, B5-II                                BBB
   2005-4    B4-I                                       BBB-
   2005-4    B5-I, B6-II                                BB
   2005-4    B6-I, B7-II                                B
   2005-5    A1, A2, A3, A-IO1                          AAA
   2005-5    M1                                         AA+
   2005-5    M2                                         A+
   2005-5    M3                                         BBB-
   2005-6XS  A1, A2, A3                                 AAA
   2005-6XS  M1                                         AA
   2005-6XS  M2                                         A
   2005-6XS  M3                                         BBB
   2005-7    1-A1, 1-A2, 1-A3, 1-A4, 2-A1, 2-A2, 3-A1   AAA
   2005-7    3-A2, 4-A, 5-A1, 5-A2, 6-A1, 6-A2, 7-A     AAA
   2005-7    B1-I, B1-II                                AA
   2005-7    B2-I                                       AA-
   2005-7    B3-I, B2-II                                A
   2005-7    B4-I, B3-II                                A-
   2005-7    B5-I, B4-II                                BBB
   2005-7    B6-I, B7-I                                 BBB-
   2005-7    B8-I, B6-II                                BB
   2005-7    B9-I, B7-II                                B
   2005-8XS  A1, A2, A3                                 AAA
   2005-8XS  M1                                         AA
   2005-8XS  M2                                         A
   2005-8XS  M3                                         BBB+
   2005-8XS  M4                                         BBB
   2005-9    1-A, 2-A1, 2-A2A, 2-A2B                    AAA
   2005-9    B1                                         AA+
   2005-9    B2                                         AA
   2005-9    B3                                         AA-
   2005-9    B4                                         A
   2005-9    B5                                         A-
   2005-9    B6                                         BBB
   2005-9    B7                                         BBB-
   2005-9    B9                                         BB
   2005-9    B10                                        B
   2005-10   A1, A2, A-IO                               AAA
   2005-10   M1, M2                                     AA
   2005-10   M3, M4                                     A
   2005-10   M5, M6                                     BBB
   2005-10   M7                                         BBB-
   2005-11   1-A1, 1-A2, 2-A1, 2-A2, 3-A, 4-A           AAA
   2005-11   B1                                         AA
   2005-11   B2                                         A
   2005-11   B3                                         BBB+
   2005-11   B4                                         BBB
   2005-11   B5                                         BBB-
   2005-11   B6                                         BB
   2005-11   B7                                         B
   2005-12   1-A1, 1-A2, 2-A1, 2-A2, 3-A1, 3-A2 4-A1    AAA
   2005-12   4-A2, 5-A, 5-AX                            AAA
   2005-12   B1                                         AA+
   2005-12   B2                                         AA
   2005-12   B3                                         AA-
   2005-12   B4                                         A
   2005-12   B5                                         A-
   2005-12   B6                                         BBB
   2005-12   B7                                         BBB-
   2005-12   B8                                         BB
   2005-12   B9                                         B
   2005-14   A1, A2, A3, 1-AX, 2-AX                     AAA
   2005-14   B1, B2                                     AA+
   2005-14   B3, B4                                     AA
   2005-14   B5                                         A+
   2005-14   B6                                         A
   2005-14   B7                                         BBB+
   2005-14   B8                                         BBB
   2005-14   B9                                         BBB-
   2005-14   B10                                        BB
   2005-14   B11                                        B
   2005-15   1-A1, 1-A2, 1-AX, 1-PAX, 2-A1, 2-A2, 3-A1  AAA
   2005-15   3-A2, 4-A1, 4-A2, R                        AAA
   2005-15   B1                                         AA+
   2005-15   B2                                         AA
   2005-15   B3                                         AA-
   2005-15   B4                                         A
   2005-15   B5                                         A-
   2005-15   B6                                         BBB
   2005-15   B7                                         BBB-
   2005-15   B8                                         BB
   2005-15   B9                                         B
   2005-16XS A1, A2A, A2B, A3                           AAA   


STRUCTURED ASSET: Fitch Rates $28.1MM Class Certificates at Low-B
-----------------------------------------------------------------
Structured Asset Investment Loan Trust's $1.86 billion mortgage
pass-through certificates, series 2005-11, are rated by Fitch
Ratings:

     -- $1.5 billion classes A1 through A7 'AAA';
     -- $132 million class M1 'AA';
     -- $33.7 million class M2 'AA-';
     -- $30 million class M3 'A+';
     -- $29 million class M4 'A';
     -- $22.5 million class M5 'A-';
     -- $20.6 million class M6 'BBB+';
     -- $16.9 million class M7 'BBB';
     -- $11.2 million class M8 'BBB-';
     -- $18.7 million class B1 'BB+';
     -- $9.4 million class B2 'BB'.

The 'AAA' rating on the class A1 through A7 certificates reflects
the 17.80% total credit enhancement provided by the 7.05% class
M1, 1.80% class M2, 1.60% class M3, 1.55% class M4, 1.20% class
M5, 1.10% class M6, 0.90% class M7, 0.60% class M8, non-offered
1.00% class B1, and non-offered 0.50% class B2, as well as the
0.50% initial and target overcollateralization.  All certificates
have the benefit of monthly excess cash flow to absorb losses.  
The ratings also reflect the quality of the loans, the soundness
of the legal and financial structures, and the capabilities of
Aurora Loan Services as master servicer.  U.S. Bank, N.A. (rated
'AA-' by Fitch) will act as trustee.

On the closing date, the trust fund will consist of three pools of
conventional, first and second lien, adjustable- and fixed-rate,
fully amortizing and balloon residential mortgage loans with a
total principal balance, as of the cut-off date, of approximately
$1,872,790,458. Approximately 21.56% of the mortgage loans are
fixed-rate mortgage loans and 78.44% are adjustable-rate mortgage
loans. The weighted average loan rate is approximately 7.464%. The
weighted average credit score is 634, and the weighted average
remaining term to maturity is 348 months.  The average principal
balance of the loans is approximately $200,641. The weighted
average combined loan-to-value ratio is 83.55%.  The properties
are primarily located in California, Illinois, and New York.

Approximately 76.31% of the mortgage loans were acquired by Lehman
Brothers Holdings Inc. from BNC and 9.45% from Ameriquest.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


TOMMY HILFIGER: Moody's Continues Ba2 Senior Debt Ratings' Review
-----------------------------------------------------------------
Moody's Investors Service continued the review for possible
downgrade of Tommy Hilfiger USA's debt ratings following the
announcement of the proposed acquisition of its parent, Tommy
Hilfiger Corp., by affiliates of Apax Partners for $16.80 per
share (approximately $1.6 billion) in cash.  Moody's expects that
the company's overall leverage will rise following the
acquisition, which could result in a lower corporate family rating
for the new consolidated entity following the proposed buyout.

The ratings had been on review pending the delayed filing of the
company's financial statements, which were brought up to date on
December 23rd.

The existing debt is expected to be repaid as part of the
transaction.  The company's press release stated that the
transaction "is subject to...the successful completion by the
Company of cash tender offers / consent solicitations for the
Company's outstanding 6.85% Notes due 2008 and 9% Senior Bonds due
2031", among other conditions.  

Ratings could be lowered if the transaction is not completed or
the bonds remain outstanding following the proposed buyout by
Apax.  Tommy Hilfiger Corp. guarantees the senior notes.  

As of the moist recent quarterly filing, the company had $382
million in cash equivalents and short-term investments plus $150
million in restricted cash, as well as $344 million of long-term
debt.

These ratings remain on review for possible downgrade:

   * Corporate family rating of Ba2
   * Senior debt ratings of Ba2

Tommy Hilfiger U.S.A., Inc., headquartered in New York City:

   * designs,
   * sources, and
   * markets men's and women's:

     -- sportswear,
     -- jeanswear, and
     -- childrenswear

under Tommy Hilfiger trademarks.  

The company also licenses its trademarks for an array of related:

   * apparel,
   * accessories,
   * footwear,
   * fragrance, and
   * home furnishings.

The issuer is a wholly-owned subsidiary of Tommy Hilfiger
Corporation, headquartered in Kowloon, Hong Kong.


UNIVERSAL COMMS: Registers 25 Mil. Common Shares for Distribution
-----------------------------------------------------------------
Universal Communication Systems, Inc., filed a Registration
Statement with the U.S. Securities and Exchange Commission to
allow the resale of 25 million shares of common stock distributed
under the Company's 2005 Stock Compensation Plan.

The Company estimates the distribution to aggregate to $311,000.

The Company's shares of common stock are traded at the
Over-the-Court Bulletin Board under the symbol "UCSY.OB".  

Universal Communication Systems, Inc., prior to 2003, was engaged
in activities related to advanced wireless communications,
including the acquisition of radio-frequency spectrum
internationally.  Currently, the Company's activities related to
the advanced wireless communications are conducted only by our
investment in Digital Way, S.A., a Peruvian communication company
and former wholly owned subsidiary.  

As of June 30, 2005, Universal Communication's equity deficit
narrowed to $2,118,402 from a $2,757,191 deficit at Sept. 30,
2004.


US AIRWAYS: Wants Garland's Multi-Million Claims Disallowed
-----------------------------------------------------------
Philip A. Garland was hired as a US Airways pilot on December 19,
1984.  He was subsequently promoted to captain until July 24,
2001, when he was terminated.

In April 1986, Mr. Garland filed a lawsuit against US Airways,
Inc., alleging racial discrimination in hiring and recruitment
practices.  In 1991, Judge Ziegler of the U.S. District Court for
the Western District of Pennsylvania found that if not for
certain discriminatory recruitment practices, Mr. Garland would
have been hired earlier in 1982.  Accordingly, Judge Ziegler
ordered US Airways to assign Mr. Garland retroactive seniority to
November 13, 1982, and enjoined US Airways from further
discriminatory conduct in its hiring and recruitment.

In September 1999, Mr. Garland was awarded the bid for a Boeing
757/767, a new aircraft type.  As a junior pilot on the B757/767,
however, he did not have the seniority to hold a regularly
scheduled line of flying on the new aircraft, and therefore
became a reserve pilot.  On October 27, 1999, Mr. Garland
successfully completed his proficiency check ride, which enabled
him to receive his Federal Aviation Administration type rating
and airline transport pilot license on the B757/767.

The FAA requires that every commercial airline pilot take an
annual proficiency check to demonstrate the pilot's continued
proficiency.  Twice, Mr. Garland took and failed the PC.  

At the Air Line Pilots Association's request, US Airways agreed
to provide Mr. Garland 115 hours of additional training to assist
him in preparing for a 44709 check ride.  At a check ride in
February 2001, FAA Inspector Harold Simpson found Mr. Garland's
performance to be unsatisfactory.  Mr. Garland voluntarily
surrendered his Airline Transport Pilot Certificate for B757/767
Type Ratings to the FAA.  

Once the FAA certificates are surrendered, Mr. Garland could no
longer lawfully operate a commercial airline flight and US
Airways no longer used Mr. Garland as an airman.  

Although not required to do so, the FAA agreed to provide Mr.
Garland with a second 44709 check ride and five hours of
additional training.  Mr. Garland again failed in the second
check ride.  Thus, the FAA finally revoked Mr. Garland's ATP
license and US Airways had no choice but to terminate his
employment.

                         Garland Actions

After Mr. Garland's termination in December 2001, he filed a
civil action under the 1986 Racial Discrimination Case.  He
alleged that his termination was done in contempt of Judge
Ziegler's 1991 Order, and that US Airways had terminated his
employment because of his race and in retaliation of his prior
discrimination lawsuit.  Mr. Garland named US Airways, five
employees of US Airways and the two FAA inspectors as defendants.

In December 2002, at the FAA Inspectors' request, Judge Ziegler
dismissed, without prejudice, the Civil Action against US Airways
sua sponte.  Judge Ziegler noted that the parties had previously
informed him that Mr. Garland's termination was to be arbitrated
before the US Airways-ALPA System Board in July 2002, and that
completion of the arbitration proceedings "would obviate the need
for further litigation."

In February 2003, after arbitration the US Airways-ALPA System
Board upheld Mr. Garland's termination on the ground that he no
longer held the ATP license required to work as an airline pilot,
and US Airways therefore was justified in terminating him.

On March 19, 2003, Mr. Garland sought reconsideration of the
December 2002 Order, alleging that US Airways engaged in fraud to
obtain the arbitration award.  Mr. Garland's request was denied.

US Airways emerged from bankruptcy on March 31, 2003, and the
USAir I Plan Injunction replaced the automatic stay imposed by
Section 362 of the Bankruptcy Code.  Subsequently, the Bankruptcy
Court granted Mr. Garland request to lift the Plan Injunction to
adjudicate his claims against US Airways in the District Court.

On May 7, 2003, Mr. Garland asked the District Court to vacate
the arbitration decision upholding his termination and hear his
contempt and civil rights claims "de novo."  Judge Ziegler denied
Garland's motion as untimely.

                        3rd Circuit Appeal

On May 23, 2003, Mr. Garland appealed before the United States
Court of Appeals for the Third Circuit the denial of his May 2003
Motion for Trial de Novo and the March 2003 Order denying
reconsideration and the December 2002 Order.

In November 2003, the Court of Appeals dismissed Mr. Garland's
appeal for lack of appellate jurisdiction because his notice of
appeal was filed 171 days after Judge Ziegler's December 2, 2002
order.  

                January 2004 District Court Motion

Mr. Garland filed yet another pleading in the District Court
under the 1986 Case on January 4, 2004, alleging that both the
December 2002 Order dismissing his claims against US Airways and
the FAA inspectors, and the February 2003 arbitration decision
upholding his termination, were procured by fraud.  Mr. Garland
asked that the two decisions be vacated, and that his race
discrimination claim be heard "de novo."  Once again, the
District Court dismissed Mr. Garland's request as untimely.

On July 29, 2004, Mr. Garland filed his second notice of appeal
with the Third Circuit.

                       Garland's Claims

On October 1, 2002, Mr. Garland filed Claim No. 146 against US
Airways Group, Inc., et al., for $17,000,000 in the Debtors'
first bankruptcy case (Case No. 02-8394).  He alleged racial
discrimination, retaliation and harassment.  The Debtors objected
to the Claim.  Since the Debtors were unable to settle the Claim
Objection with Mr. Garland, Claim No. 146 was transferred to the
Debtors' second bankruptcy case (Case No. 04-13819).

Mr. Garland filed Claim No. 3007 for $17,000,000 in the Debtors'
Second Chapter 11 Cases.  Claim No. 3007 purports to amend Claim
No. 146, and reflects that the debt was incurred on April 27,
2001, prior to the USAir I Petition Date.

The Debtors objected to Claim No. 3007.  Mr. Garland responded.

             Reorganized Debtors Seek Summary Judgment

The Reorganized Debtors believe that Mr. Garland's claims are
moot and should be disallowed in their entirety and expunged.  

Douglas M. Foley, Esq., at McGuirewoods LLP, in Norfolk,
Virginia, points out that Claim No. 3007 alleges no new facts,
and is duplicative of Claim No. 146.  Mr. Foley further notes
that Mr. Garland's discrimination claim is subject to the
exclusive jurisdiction of the System Board of Adjustment.  It has
been established that Mr. Garland was terminated because he
failed his proficiency check tests and, as a consequence, no
longer possesses a valid pilot's license.

Likewise, Mr. Foley continues, Mr. Garland fails to allege facts
sufficient to establish a claim of hostile work environment.  Mr.
Garland also makes a conclusory allegation that US Airways
defamed him; he fails to allege this claim with sufficient
specificity.

Accordingly, the Reorganized Debtors ask the Court to:

   (a) grant a summary judgment in favor of the Reorganized
       Debtors; and

   (b) disallow Claim Nos. 146 and 3007.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts. (US Airways Bankruptcy News, Issue
No. 112; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VARIG S.A.: Judge Drain Approves GECAS Distribution Agreement
-------------------------------------------------------------
At the request of the Foreign Representatives, Vicente Cervo and
Eduardo Zerwes, the Hon. Robert D. Drain of the U.S. Bankruptcy
Court for the Southern District of New York approved an agreement
among VARIG, S.A., Rio Sul Linhas Aereas S.A. and Nordest Linhas
Aereas S.A. with GE Commercial Aviation Services LLC, on behalf of
itself and certain lessors, dated December 21, 2005.

The Agreement requires JPMorgan Chase Bank, N.A., to distribute
and pay amounts from a collateral account to GECAS and the
Foreign Debtors.

The Lessors, the Debtors, GECAS, and JPMorgan are parties to:

   (i) four Settlement Agreements, dated March 5, 2004;

  (ii) a Security Agreement dated, March 5, 2004; and

(iii) an Account Control Agreement, dated May 20, 2004.

The Debtors' obligations under the agreements are partially
guaranteed by air ticket receivables, among others, generated by
VARIG under the France and U.K. routes.

About $14,724,544 plus accrued interest is currently escrowed in
the JPMorgan pledged account controlled by GECAS, of which
$6,463,522 plus accrued interest constitutes receivables
generated prior to June 17, 2005, and $8,261,021 plus accrued
interest constitutes receivables generated after June 17, 2005.

The Debtors acknowledge that GECAS and the Lessors are secured
creditors with respect to the $6,463,522 receivables.

The Lessors have asserted a security interest in additional
collateral, which assertion the Debtors have disputed.

The salient points of the Distribution Agreement are:

   1.  The $6,463,522 receivables generated prior to June 17,
       2005, will immediately be transferred by JPMorgan to
       GECAS.  The funds will be applied towards payments due by
       the Debtors under the Settlement Agreements since June 17,
       2005; and

   2.  Any remaining funds will be immediately transferred by
       JPMorgan to the Debtors.

The Distribution Agreement is also subject to approval by the 8th
Corporate Court of the District of Rio de Janeiro, in Brazil.

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)


WASTE SERVICES: Completes Incremental Term Loan Facility
--------------------------------------------------------
Waste Services, Inc. (Nasdaq: WSII) successfully completed an
amendment to its existing senior credit facility providing for the
incurrence of up to $50 million of additional term loans under a
new term loan tranche.  

The Company drew $25 million of the facility at closing to
refinance amounts outstanding under its existing revolving credit
facility, and has the remaining $25 million available on a delayed
draw basis until March 30, 2006, for the financing of potential
acquisitions.  The terms of the new term loan are substantially
identical to the Company's existing tranche C term loan.

Waste Services, Inc. -- http://www.wasteservicesinc.com/-- a  
Delaware corporation, is a multi-regional integrated solid waste
services company that provides collection, transfer, disposal and
recycling services in the United States and Canada.

                       *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2005,
Moody's Investors Service affirmed the ratings of Waste Services,
Inc.  The affirmation follows Waste Services announcement that the
company proposes to incur up to $50 million of additional term
loan indebtedness as provided for under the terms of its existing
senior credit facility.

Moody's took these rating actions:

   * affirmed the B2 rating on the $60 million guaranteed senior
     secured revolving credit facility due 2011;

   * affirmed the B2 rating on the $100 million guaranteed senior
     secured Term Loan C due 2011;

   * assigned a B2 rating on the the proposed $50 million
     accordion senior secured term loan tranches, including
     a $25 million unfunded delayed draw tranche;

   * affirmed the Caa2 $160 million guaranteed senior subordinated
     notes due 2014; and

   * affirmed the B3 Corporate Family Rating.

Moody's said the ratings outlook is stable.


WINDSWEPT ENV'L: Plans to Restate 2005 FY 10K & 1st Quarter 10Q
---------------------------------------------------------------
Windswept Environmental Group, Inc., plans to restate its
financial statements for:

   * the quarter ending Sept. 27, 2005; and
   * the fiscal year ending June 28, 2005.

The Company made the decision after evaluating the comment letter
from the U.S. Securities and Exchange Commission in relation to
SEC's review of the Company's registration statement on Form S-1
filed on Oct. 3, 2005.

The Company's Quarterly Report on Form 10-Q for the quarter ended
Sept. 27, 2005, must be amended and restated to adjust certain
amounts recorded to deferred financing costs and credited to
additional paid-in capital in connection with the Company's
transaction with Laurus Master Fund, Ltd., on June 30, 2005.

The Company's Annual Report on Form 10-K for the fiscal year ended
June 28, 2005, as amended on Oct. 26, 2005, must be further
amended to adjust and reclassify costs and liabilities relating to
variable equity based compensation and to reclassify the recovery
of a claim not billed in prior years.

The Company expects the Form 10-K restatement to reduce its
previously reported net income for the fiscal year ended
June 28, 2005, by around $29,000 to around $53,000.  The Company
also expects to report in the Form 10-K restatement net loss
attributable to common shareholders of approximately $30,000 net
loss compared to net income attributable to common shareholders of
$4,441 previously reported.  The Company does not expect the Form
10-Q restatement to have a material balance sheet or income
statement effect.  

The Company is in the process of reviewing the circumstances
underlying the restatements and expects to disclose its
conclusions in amendments to its Form 10-K and Form 10-Q filings,
which it plans to file as soon as practicable.  At present, the
Company does not believe that the errors were attributable to any
material non-compliance by the Company with any financial
reporting requirements under the federal securities laws.

The Company's chief executive officer, chief financial officer and
principal accounting officer and members of the Company's audit
committee have discussed these matters with the Company's
independent auditor, Massella & Associates, CPA, PLLC.

Windswept Environmental Group, Inc., through its wholly owned
subsidiary, Trade-Winds Environmental Restoration, Inc., --
http://www.tradewindsenvironmental.com/-- provides a full array
of emergency response, remediation, disaster restoration and
commercial drying services to a broad range of clients.

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on November 28, 2005,
the Company's management expressed substantial doubt about the
Company's ability to continue as a going concern, pointing to its
recurring losses from operations and difficulty in generating
sufficient cash flow to meet its obligations and sustain its
operations.

As of Sept. 27, 2005, the company had a cash balance of $147,493,
working capital of $2,597,138 and stockholders' equity of
$5,552,011.


WORLDCOM INC: Wants Court Nod on Missouri Tax Settlement Pacts
--------------------------------------------------------------
The Missouri Department of Economic Development filed Claim No.
29581, asserting $1,485,269 in debt arising from WorldCom, Inc.,
and its debtor-affiliates' failure to employ and retain employees
in the State of Missouri for the time period required under
agreements for which the Debtors obtained favorable prepetition
tax benefits.

Claim No. 29581 is secured in part by bank deposit accounts
totaling $215,950 as of October 12, 2005, according to Mark S.
Carder, Esq., at Stinson Morrison Hecker, LLP, in Kansas City,
Missouri.

The Missouri Development Finance Board filed Claim No. 29580,
asserting $1,018,500 in debt arising from the Debtors' failure to
employ and retain employees in the State of Missouri for the time
period required by agreements for which the Debtors obtained
certain favorable prepetition tax benefits.  Claim No. 29580 is
secured in part by bank deposit accounts totaling $629,786, as of
October 12, 2005.

The Debtors objected to Claim No. 29581, contending that the
Missouri Department of Revenue owe them $1,500,000 from the
overpayment of sales taxes during certain prepetition tax periods.

Accordingly, the Parties engaged in settlement negotiations
concerning the two claims as well as the collateral securing the
claims and mutual claims for setoff by all parties and other
governmental agencies of the State of Missouri.

The Parties agree that:

   (a) MDED will receive a $1,100,000 payment setting off a
       portion of the funds held in the deposit accounts and
       receipt of a portion of the Tax Overpayment;

   (b) MDFB will receive a $1,100,000 payment setting off a
       portion of the funds held in the deposit accounts; and

   (c) The MDED Settlement and MDFB Settlement will result in
       the release of the remaining amounts of the prepetition
       claims held by the Missouri entities and the Debtors'
       prepetition claims.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to approve their Settlements with the
Missouri Entities.

The claims, collateral and setoff rights represent complicated
financial bond structures and accounting.  Thus, the resolutions
of the controversies are fair and equitable, Mr. Carder asserts.

Mr. Carder assures the Court that the Settlements were the product
of arms length bargaining, with all parties represented by
counsel.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on
October 31, 2003, and on April 20, 2004, the company formally
emerged from U.S. Chapter 11 protection as MCI, Inc. (WorldCom
Bankruptcy News, Issue No. 110; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


BOOK REVIEW: Transcontinental Railway Strategy, 1869-1893:
             A Study of Businessmen
----------------------------------------------------------
Author:     Julius Grodinsky
Publisher:  Beard Books
Paperback:  468 Pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587980037/internetbankrupt

Railroads were pioneers of the American frontier.  Union Pacific;
Central Pacific; Kansas and Pacific; Chicago, Rock Island and
Pacific; Chicago, Burlington and Quincy; Atchison, Topeka and
Santa Fe:  these names evoke boom times in America, the excitement
and tumult of seemingly limitless growth and opportunity,
frontiers to tame, fortunes to be made.  Railroads opened up
vast supplies of raw materials, agricultural products, metals, and
lumber.  The public gain was incalculable:  job creation, low-cost
transportation, acceleration of westward immigration, and
settlement of the frontier.  

The building of the western railway system in the United States
was described at the time as "one of the greatest industrial feats
in the world's history."  This book tells the story of the
trailblazers of the Western railway industry, men with a stalwart
willingness to take on extraordinary personal financial risk.  As
a group, these initial railroad promoters were smart, bold,
tenacious, innovative, and fiercely competitive.  Some were
cautious with their and their investors' money, some reckless.  
Most met with financial setbacks, some with total failure, some
time and time again.  They often sold out at great losses, leaving
their successors to derive the benefits later.  

Bitter competition existed among these men.  They fought to
position their "roads" in a limited number of mountain passes,
rivers, and valleys; and to chart routes which connected major
production areas with major consumption areas.  They cajoled and
begged almost anyone for capital.  They created and tried to
defend monopolies.  They bullied each other, invaded each other's
territories, and retaliated against each other.  They staged wage
wars.  They agreed not to compete with each other, and bought each
other out.

The book opens in May of 1869, just after the completion of the
first transcontinental route joining the Union Pacific Railroad
and the Central Pacific Railroad in Ogden, Utah.  The companies'
long-term prospects were excellent, but right then they were
desperate for cash.  Union Pacific alone was more than $15 million
in debt.  Additional financing was proving scarce.  By 1870, more
than 40 railroads were floating bonds, "at almost any price for
ready cash," wrote one contemporary observer.  Still, funds were
raised and construction went on, both of transcontinental lines
and branch lines.  

As railway lines in the West were built in relatively unsettled
areas, traffic was light and returns correspondingly low.  To
increase business, the companies found ways to encourage
population growth along their routes.  Much-needed funding came
from immigration services set up by the railways themselves.  
Agricultural areas sprang up along the routes.  Sometimes volume
of traffic expanded too fast, and equipment shortages and
construction delays occurred.  Or, drought, recession, and low
agricultural prices meant more red ink.

This book takes the reader through the boom times and bust times
of the greatest growth of railways the world has ever seen.  The
author uses a myriad of sources showing  painstaking and creative
research, including contemporary news accounts; railway company
financial records and archives; contemporary industry journals;
Congressional records; and personal papers, letters, memoirs and
biographies of the main players.  It's a good, solid read.

                          *********

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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