/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/060102.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 2, 2006, Vol. 10, No. 1 Headlines ADELPHIA COMMS: Wants Court to Impose Sanctions on American Land ALPINE TIRE: Case Summary & 20 Largest Unsecured Creditors AMCAST INDUSTRIAL: Section 341(a) Meeting Set for January 23 AMCAST INDUSTRIAL: Wants to Hire Dann Pecar as Bankruptcy Counsel AMERICAN HOUSING: S&P Chips Ratings on $29MM Bonds to BB from BBB- ARMOR MCP: Fitch Puts Low-B Ratings on $8.5 Million Cert. Classes BOCA DEL RIO: Voluntary Chapter 11 Case Summary BOYDS COLLECTION: Files Schedules of Assets & Liabilities CALPINE CALIFORNIA: Voluntary Chapter 11 Case Summary CALPINE CORP: Court Okays Continued Use of Existing Bank Accounts CALPINE CORP: Wants to Continue Using Cash Management System CALPINE CORP: Wants to Walk Away from Acadia Tolling Agreements CATHOLIC CHURCH: Court Approves Portland's Six-Month Budget CATHOLIC CHURCH: Portland Can Share Confidential Proofs of Claim CENTURY/ML CABLE: Establishes $25.6 Million Plan Funding Reserve CENTURY/ML CABLE: Century & ML Media Gets $20M from Sale Proceeds CITIGROUP MORTGAGE: Fitch Rates $3MM Class B4 & B5 Certs. at Low-B COMPUDYNE CORP: Inks Second Amendment to Revolving Credit Pact CHAMPIONSHIP AUTO: Stockholders OK Liquidation & Dissolution Plan CSFB MORTGAGE: Fitch Junks Ratings on Four Certificate Classes DELPHI CORP: Appaloosa Pushes for Equity Panel Appointment DELPHI CORP: Wants Exclusive Plan Filing Period Extended to Aug. 5 DELPHI CORP: Wants More Time to File Notices of Removal DELTA AIR: Court OKs Section 1110(b) Stipulations for 42 Aircrafts DELTA AIR: Judge Beatty Says Fidelity & Mackay Should Leave Panel DELTA AIR: Siemens Wants Carrier to Decide on Executory Contract EMPIRE FUNDING: Fitch Affirms BB Ratings on 2 Certificate Classes ENRON CORP: Court Approves Pioneer Settlement Agreement ENTERGY NEW ORLEANS: Moody's Withdraws Junk Ratings ERA AVIATION: Case Summary & 23 Largest Unsecured Creditors FEDERAL-MOGUL: Has Until April 1 to Make Lease-Related Decisions FIBREX CORDAGE: Case Summary & 20 Largest Unsecured Creditors FIRST HORIZON: Fitch Rates $1 Mil. Class B-4 & B-5 Certs. at Low-B FLYI INC: Judge Walrath Approves Reclamation Claim Protocol FLYI INC: Panel Wants Otterbourg Steindler as Bankruptcy Counsel FLYI INC: Washington Airports Want Claims Paid Before Asset Sale GB HOLDINGS: Committee Wants to Hire Mesirow as Financial Advisors GSR MORTGAGE: Fitch Assigns Low-B Ratings on $3.6-Mil Class Certs. HANDEX GROUP: Files Schedules of Assets and Liabilities HILTON HOTELS: Acquisition Plan Prompts Fitch's Negative Watch HILTON HOTELS: Lodging Asset Purchase Prompts S&P's Negative Watch HILTON HOTELS: Moody's Reviews Pref. Debt Shelf's (P)Ba2 Rating HORIZON NATURAL: Liquidating Trustee Settles Suit Against MMI IDYIA INC: Files Notice of Intention Under BIA in Canada INTEGRATED HEALTH: IRS Says $27 Mil. Claim Was Inadvertently Filed INTEGRATED HEALTH: Wants Removal Period Extended to March 6 JP MORGAN: Fitch Puts Low-B Ratings on $255,700 Cert. Classes JP MORGAN: Fitch Rates $78.7 Million Class Certificates at Low-B KONA PARTNERS: Case Summary & 4 Largest Unsecured Creditors LEGACY ESTATE: Growers Want their Own Committee MCI INC: Gets Court Nod to Distribute Verizon Common Stock METABOLIFE INT'L: Creditors Must File Proofs of Claim by Jan. 17 METABOLIFE INT'L: US Trustee Appoints 5-Member Retailers Committee MILACRON INC: Weak Performance Prompts S&P to Junk Ratings MIRANT: NY-Gen Grahamsville Plant Gives Assets to New York City MIRANT CORP: San Diego Receives $31.8 Million from Settlement NATIONAL ENERGY: Court Approves Caledonia & NEG Settlement Deals NEW CHOICE: Case Summary & 20 Largest Unsecured Creditors NORTHWEST AIRLINES: Citicorp Wants Key to Cash Collateral Account NORTHWEST: Court Approves Continued Use of JPMorgan Collateral NORTHWEST AIRLINES: Wants to Modify Retiree Medical Benefits NORTHWEST AIR: Mechanics' Union Rejects Settlement Offer OWENS CORNING: Files Fifth Amended Plan of Reorganization in Del. OWENS CORNING: Ad Hoc Equity Panel Wants Official Committee Named OWENS CORNING: Asks Court to Approve Asahi Share Purchase Accord OWENS CORNING: Equity Panel Wants Shareholders' Meeting Convened PARMALAT USA: Assigns New Jersey Tax Refund to Farmland Dairies PHRIPP INC.: Case Summary & 6 Largest Unsecured Creditors RESIDENTIAL ACCREDIT: Fitch Rates Class B-1 & B-2 Certs. at Low-B RESIDENTIAL ASSET: Fitch Puts BB+ Rating on $1.4MM Class B Certs. RESIDENTIAL FUNDING: Fitch Rates $1.5 Mil. Class B Certs. at Low-B RIVIERA HOLDINGS: Investor's Filing Earns S&P's Developing Watch RIVIERA HOLDINGS: Moody's Revises Outlook to Negative ROAMING MESSENGER: Secures $1.2 Million Loan from Cornell Capital SAV-ON LTD: Committee Taps Bracewell & Giuliani as Ch. 11 Counsel SAXON ASSET: Fitch Junks Rating on Class BF-1 Certificates SHOPKO STORES: Holders Tendered $94,301,000 of 9-1/4% Senior Notes SOLUTIA INC: Has Until April 10 to File Plan of Reorganization STRATUS SERVICES: Sells Assets of Two Calif. Offices to Tri-State TENFOLD CORPORATION: Obtains $600,000 Interim Loans from Directors UAL CORP: Majority of Creditors Accept Plan of Reorganization URBAN HOTELS: Wants M. Jonathan Hayes as Bankruptcy Counsel URBAN HOTELS: Bankruptcy Schedules Due Tomorrow URBAN HOTELS: U.S. Trustee Will Meet with Creditors on January 17 US AIRWAYS: Asks Court to Disallow BofA's Multi-Mil. Admin. Claims US AIRWAYS: Gets Court Okay to Establish Disputed Claims Reserve WACHOVIA BANK: Fitch Puts Low-B Ratings on $63.4 Mil. Certificates WESTERN IOWA: Court Approves McGill Gotsdiner as Bankr. Counsel WESTERN IOWA: Section 341(a) Meeting Slated for January 13 WORLDCOM INC: Court Approves PPON Claim Settlement WORLDCOM INC: Gets Court Nod to Distribute Verizon Common Stock * BOND PRICING: For the week of Dec. 26 - Dec. 30, 2005 ********* ADELPHIA COMMS: Wants Court to Impose Sanctions on American Land ---------------------------------------------------------------- Adelphia Communications Corporation and its debtor-affiliates ask Judge Robert E. Gerber for: a. an order enforcing the automatic stay and enjoining American Land Housing Group, Inc., and Mariner's Cay a/k/a The Cove at Scotia Plantation Homeowners' Association from disrupting the Debtors' ability to continue providing services to residents of The Cove at Scotia Plantation; and b. a civil contempt order imposing sanctions on American Land and the Homeowners' Association for an amount not less than the Debtors' attorneys' fees and costs. According to Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York, American Land and the Homeowners' Association disrupted the Debtors' ability to provide cable services by: -- violating a Broadband Installation and Services Agreement dated May 10, 1999, between American Land and Comcast Cablevision of West Palm Beach, Inc.; or -- permitting another cable services provider to use the Debtors' wiring, cable equipment and appurtenant devices installed at the Plantation. Debtor Adelphia Cablevision of Boca Raton, Inc., succeeded Comcast Cablevision under the Broadband Agreement, Mr. Shalhoub relates. The Agreement grants the Debtor the exclusive right to provide cable services at the Plantation. The Agreement, having an initial term of 15 years, is not scheduled to expire until May 9, 2014. Broadband Agreement Violation By e-mail dated October 5, 2005, the ACOM Debtors learned that another cable services provider had disrupted Adelphia Boca's provision of services and interfered with the Debtor's property at the Plantation -- e.g., cutting Adelphia Boca's cable wiring, terminating the Debtor's cable services. The ACOM Debtors believe that the Alternate Provider's actions were carried out with American Land and the Association's knowledge and consent. "Pursuant to the [Broadband] Agreement, Adelphia owns the exclusive right to provide cable services at the [Plantation]," Mr. Shalhoub insists. "[A]ll of the equipment and appurtenant devices installed at the Premises . . . remain the property of Adelphia at all times." After learning about the Alternate Provider, Adelphia Boca informed American Land and the Association of the operation of the automatic stay in the ACOM Debtors' Chapter 11 cases. Adelphia made it clear to American Land and the Association that their actions permitting the Alternate Provider to disrupt the Debtor's provision of services constituted violation of the Debtor's rights, and thus a violation of the stay. Agreement Termination Harms Debtor Adelphia Boca will incur considerable damages from termination of service and unlawful use of its property, Mr. Shalhoub asserts. Unless enjoined from doing so, the ACOM Debtors believe that American Land and the Association will: -- continue to violate Adelphia Boca's exclusive rights under the Agreement; -- continue to permit the Alternate Provider to access Adelphia Boca's Property; -- convert that Property and permit a third-party multi- channel provider to use or tamper with Adelphia Boca's cable television system; and -- interfere with Adelphia Boca's legally enforceable and exclusive rights to construct, operate and maintain its cable system at the Plantation. The Court should therefore enforce the stay to preserve the status quo until American Land and the Association have obtained relief from stay or the parties' rights have been fully and fairly adjudicated, Mr. Shalhoub concludes. 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) ALPINE TIRE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Alpine Tire Service of Spokane No 1, Inc. aka Alpine Tire, Inc. East 3511 Trent Avenue Spokane, Washington 99202 Bankruptcy Case No.: 05-11509 Type of Business: The Debtor is a tire dealer. The Debtor also provides automotive repair and maintenance services. Chapter 11 Petition Date: December 29, 2005 Court: Eastern District of Washington (Spokane/Yakima) Debtor's Counsel: David E. Eash, Esq. Huppin Ewing Anderson & Paul 221 North Wall, Suite 500 Spokane, WA 99201 Tel: (509) 838-4261 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Goodyear Tire $65,000 P.O. Box 841253 Dallas, TX 75284 Wells Fargo $35,500 P.O. Box 54349 Los Angeles, CA 90054 US Bank $19,000 P.O. Box 790179 St. Louis, MO 6319 MBNA America $11,050 P.O. Box 15137 Wilmington, DE 19886 Richards Refrigeration $10,365 3122 E. Glass Spokane, WA 99207 Garquest $9,600 Financial Public $9,000 Elkins Partnership $6,000 Moen Sales $6,000 Carpenter Co. $5,500 Hagadone Directories $5,519 Avista Utilities $5,124 Commercial Lending $5,000 Northwest Business Finance $4,950 Security Life $4,200 Eljay Oil $4,000 Wingfoot Commercial Tire $3,066 Tire Centers, Inc. $3,000 ASA Tire System $2,819 Naxtel Communicators $2,734 AMCAST INDUSTRIAL: Section 341(a) Meeting Set for January 23 ------------------------------------------------------------ The U.S. Trustee for Region 10 will convene a meeting of Amcast Industrial Corporation and its debtor-affiliate's creditors at 2:00 p.m., on Jan. 23, 2006, at Room 416-B, U.S. Courthouse, 46 E. Ohio Street in Indianapolis, Indiana. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Fremont, Indiana, Amcast Industrial Corporation, manufactures and distributes technology-intensive metal products to end-users and suppliers in the automotive and plumbing industry. The Company and four debtor-affiliates previously filed for chapter 11 protection on Nov. 30, 2004. The U.S. Bankruptcy Court for the Southern District of Ohio confirmed the Debtors' Third Amended Joint Plan of Reorganization on July 29, 2005. The Debtors emerged from bankruptcy on Aug. 4, 2005. The Company and its debtor-affiliate, Amcast Automotive of Indiana, Inc., filed for a second chapter 11 protection on Dec. 1, 2005 (Bankr. S.D. Ind. Case No. 05-33323). David H. Kleiman, Esq., and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C., represent the Debtors in their restructuring efforts. When the Debtor and its affiliate filed for protection from their creditors, they listed total assets of $97,780,231 and total liabilities of $100,620,855. AMCAST INDUSTRIAL: Wants to Hire Dann Pecar as Bankruptcy Counsel ----------------------------------------------------------------- Amcast Industrial Corporation and its debtor-affiliate, Amcast Automotive of Indiana, Inc., ask the U.S. Bankruptcy Court for the Southern District of Indiana for permission to employ Dann, Pecar, Newman & Kleiman, P.C., as their general bankruptcy counsel. Dann Pecar will: 1) assist and advise the Debtors with respect to their rights, duties and powers in their chapter 11 cases and in their consultations relative to the administration of their cases; 2) assist the Debtors in analyzing claims of their creditors and in negotiating with those creditors and in the analysis of and negotiations with any third party concerning matters related to the terms of a proposed plan of reorganization; 3) represent the Debtor at all Court hearing and proceedings; 4) analyze and review all applications, orders, statements of operations and schedules filed with the Court and advise the Debtors of the propriety of those filings; 5) assist the Debtors in preparing pleadings and applications as may be necessary in furthering their interests and objectives of their chapter 11 cases; and 6) perform all other necessary legal services to the Debtors in accordance with their powers and duties pursuant to the Bankruptcy Code. James P. Moloy, Esq., a member of Dann Pecar, is one of the lead attorneys for the Debtors. Mr. Moloy discloses that his Firm received a $25,000 retainer. Court records do not show how much Dann Pecar will charge the Debtors for its professional services. Dann Pecar assures the Court that it does not represent any interest materially adverse to the Debtors and is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Fremont, Indiana, Amcast Industrial Corporation, manufactures and distributes technology-intensive metal products to end-users and suppliers in the automotive and plumbing industry. The Company and four debtor-affiliates previously filed for chapter 11 protection on Nov. 30, 2004. The U.S. Bankruptcy Court for the Southern District of Ohio confirmed the Debtors' Third Amended Joint Plan of Reorganization on July 29, 2005. The Debtors emerged from bankruptcy on Aug. 4, 2005. The Company and its debtor-affiliate, Amcast Automotive of Indiana, Inc., filed for a second chapter 11 protection on Dec. 1, 2005 (Bankr. S.D. Ind. Case No. 05-33323). David H. Kleiman, Esq., and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C., represent the Debtors in their restructuring efforts. When the Debtor and its affiliate filed for protection from their creditors, they listed total assets of $97,780,231 and total liabilities of $100,620,855. AMERICAN HOUSING: S&P Chips Ratings on $29MM Bonds to BB from BBB- ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its rating on American Housing Foundation, Texas' $88.7 million series 2003A bonds to 'AA-' from 'AA', its rating on the foundation's $56 million series 2003A-T bonds to 'AA-' from 'AA', its rating on the foundation's $74.6 million series 2003B bonds to 'BBB' from 'A', and its rating on the foundation's $29 million series 2003C bonds to 'BB' from 'BBB-'. The outlook is stable. The bonds were issued by various issuers. The downgrades reflect lower than anticipated operating performance based on fiscal 2004 audited financial statements. The Dec. 31, 2004, audited financial statements indicate that the issue is performing below underwritten levels. This is a result of significantly lower effective gross income and higher than anticipated expenses. Underwritten debt service coverage levels were 2.32x for senior debt, 1.52x for subordinate debt, and 1.25x for junior subordinate debt. Actual debt service coverage based on the 2004 audited statements, and year-to-date November 2005 unaudited financial statements have been below the underwritten levels. The original underwritten net operating income for the entire pool of properties was approximately $17.9 million. The actual performance of the pool based on the fiscal Dec. 31, 2004, audited financial statements indicate that the net operating income was approximately $3 million lower than the original projected levels. Net operating income for the Austin and Dallas, Texas properties experienced the biggest difference, with the Austin property approximately $1.3 million below projections, and the Dallas property approximately $1.2 million below projections. The Oklahoma properties experienced about $500,000 lower NOI income, and the Phoenix properties were approximately $200,000 below projected levels. The Florida properties experienced higher than anticipated NOI of approximately $100,000. Year-to-date unaudited financial statements through November 2005 indicate that the performance of the pool has improved in 2005, however, NOI and debt service coverage levels are still expected to be below underwritten levels. Annualized year-to-date financial statements through November 2005 indicate NOI of approximately $17 million, roughly $800,00 below underwritten, but significantly better than the $3 million below underwritten levels based on the 2004 audited statements. However, the actual fiscal 2005 NOI cannot be determined until the Dec. 31, 2005, audited financial statements are provided. ARMOR MCP: Fitch Puts Low-B Ratings on $8.5 Million Cert. Classes ----------------------------------------------------------------- Fitch rates the securities of Armor MCP 2005-1 L.P. The rating on the securities addresses the timely payment of interest and ultimate repayment of principal upon maturity. -- $12,810,000 class B-1 notes, 'AA+'; -- $5,693,000 class B-2 notes, 'AA'; -- $4,270,000 class B-3 notes, 'AA-'; -- $4,270,000 class B-4 notes, 'A+'; -- $3,558,000 class B-5 notes, 'A'; -- $2,135,000 class B-6 notes, 'A-'; -- $2,135,000 class B-7 notes, 'BBB+'; -- $2,562,000 class B-8 notes, 'BBB'; -- $996,000 class B-9 notes, 'BBB-'; -- $1,851,000 class B-10 notes, 'BB+'; -- $1,423,000 class B-11 notes, 'BB'; -- $1,423,000 class B-12 notes, 'BB-'; -- $1,424,000 class B-13 certificates, 'B+'; -- $996,000 class B-14 certificates, 'B'; -- $1,423,000 class B-15 certificates, 'B-'. The transaction is a synthetic balance sheet securitization that references a $1.42 billion diversified portfolio of primarily jumbo, A-quality, first lien residential mortgage loans of which approximately 68% pay variable rate. The ratings are based upon the credit quality of the reference portfolio, the credit enhancement provided by subordination for each tranche, the financial strength of LaSalle Bank Corporation, as the swap counterparty, yield on deposits placed at an 'F1+' rated deposit bank, or net return through a hedge agreement with a hedge counterparty rated 'F1+', and the sound legal structure of the transaction. The reference portfolio consists of mortgage loans originated and serviced by ABN AMRO Mortgage Group, Inc. The issuers have entered into a credit default swap with LaSalle, documented under an International Swaps and Derivatives Association agreement, and receive a premium in return for credit protection on the reference portfolio. The proceeds from the issuance of the securities will be deposited in a U.S. dollar-denominated demand deposit account maintained by ABN AMRO and governed by the deposit account agreement. The deposit bank will be obligated to pay interest in arrears at an annual rate equal to LIBOR minus 0.08%. If at any time, the deposit bank fails to satisfy Fitch's minimum rating for a deposit bank, the trustee will be required to withdraw all funds from the deposit account and reinvest the principal amount of such funds at the direction of the CDS counterparty in other eligible investments consisting of short-term government securities and/or agency securities within five business days after such failure. The collateral, in the form of the demand deposit or eligible investments, is pledged first to the counterparty to reimburse for credit losses on the reference portfolio during the term of the CDS and second to the noteholders for repayment of principal at maturity. Interest earned on the collateral during the term of the CDS is used in combination with the premium from LaSalle to make monthly security payments. BOCA DEL RIO: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Boca Del Rio Properties, Inc. aka Hamilton Court Apartments, Inc. 4024 Pirate's Beach 4014 Warchest Court Galveston, Texas 77554 Bankruptcy Case No.: 05-83456 Chapter 11 Petition Date: December 28, 2005 Court: Southern District of Texas (Galveston) Judge: Letitia Z. Clark Debtor's Counsel: Gerson D. Bloom, Esq. Gerson D. Bloom, P.C. P.O. Box 2561 2719 Broadway Galveston, Texas 77553 Tel: (409) 763-6334 Fax: (409) 765-5412 Estimated Assets: Unknown Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its 20 largest unsecured creditors. BOYDS COLLECTION: Files Schedules of Assets & Liabilities --------------------------------------------------------- The Boyds Collection, Ltd., and its debtor-affiliates delivered their Schedules of Assets and Liabilities to the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, disclosing: The Boyds Collection Ltd. ------------------------- Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $358,186 B. Personal Property 14,549 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $57,737,024 E. Creditors Holding Unsecured Priority Claims $37,706 F. Creditors Holding 12,799,011 Unsecured Nonpriority Claims -------- ----------- Total $372,735 $57,774,730 The Boyds Collection Ltd. LP ---------------------------- Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $12,860,398 B. Personal Property 29,776,141 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $57,730,000 E. Creditors Holding Unsecured Priority Claims 1,511,800 F. Creditors Holding 38,378,462 Unsecured Nonpriority Claims ----------- ----------- Total $42,636,539 $97,620,262 The Boyds Collection - Pigeon Forge LLC --------------------------------------- Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $15,287,144 B. Personal Property 2,373,787 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $58,116,942 E. Creditors Holding Unsecured Priority Claims 146,725 F. Creditors Holding 28,838 Unsecured Nonpriority Claims ----------- ----------- Total $17,660,931 $58,292,505 Boyds Operations Inc. disclosed $9,791 in total assets and $57,731,313 in total liabilities. Boyds Bear and Company, LP, discloses $7,964 in total assets and $57,730,000 in total liabilities. The Debtor's remaining four affiliates: * The Boyds Collection - Myrtle Beach, LLC * The Boyds Collection - Branson, LLC * J&T Designs and Imaginations, Inc., and * HC Accents & Associates, Inc., all report unknown assets and the same $57,730,000 in total liabilities. A chart showing Boyds Collection, Ltd.'s corporate ownership structure is available at http://ResearchArchives.com/t/s?3f6at no charge. The Debtors tell the Court that their schedules: (a) reflect real property's book value since it was expensive and burdensome to obtain current market valuation, (b) do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles, and (c) are not intended to fully reconcile to any financial statements otherwise prepared or distributed by the Debtor. Headquartered in McSherrystown, Pennsylvania, The Boyds Collection, Ltd. -- http://www.boydsstuff.com/-- designs and manufactures unique, whimsical and "Folksy with Attitude(SM)" gifts and collectibles, known for their high quality and affordable pricing. The Company and its debtor-affiliates filed for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case No. 05-43793). Matthew A. Cantor, Esq., at Kirkland & Ellis LLP represents the Debtors in their restructuring efforts. As of June 30, 2005, Boyds reported $66.9 million in total assets and $101.7 million in total debts. CALPINE CALIFORNIA: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Lead Debtor: Calpine California Equipment Finance Company, LLC 50 West Fernando Street San Jose, California 95113 Bankruptcy Case No.: 05-60464 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Calpine KIA, Inc. 05-60465 Calpine Power Management, LP 05-60466 Rumford Power Associates, LP 05-60467 Whatcom Cogeneration Partners, LP 05-60468 Calpine East Fuels, LLC 05-60476 Geothermal Energy Partners, LLC 05-60477 Type of Business: The Debtors are affiliates of Calpine Corp. Calpine Corp. and some of its affiliates filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Calpine Corp. and its debtor-affiliates' chapter 11 filing was reported in the Troubled Company Reporter on Dec. 22, 2005. Chapter 11 Petition Date: December 27, 2005 Court: Southern District of New York (Manhattan) Debtors' Counsel: Matthew Allen Cantor, Esq. Kirkland & Ellis LLP Citigroup Center 153 East 53rd Street New York, New York 10022-4611 Tel: (212) 446-4800 Fax: (212) 446-4900 Estimated Assets Estimated Debts ---------------- --------------- Calpine California Equipment $0 to $50,000 $0 to $50,000 Finance Company, LLC Calpine KIA, Inc. $10 Million to $10 Million to $50 Million $50 Million Calpine Power Management, LP $10 Million to $10 Million to $50 Million $50 Million Rumford Power Associates, LP $50 Million to $50 Million to $100 Million $100 Million Whatcom Cogeneration $50 Million to $0 to $50,000 Partners, LP $100 Million Calpine East Fuels, LLC Less than $50,000 Less than $50,000 Geothermal Energy Partners, Less than $50,000 Less than $50,000 LLC The Debtors' list of their 20 largest unsecured creditors was not available at press time. CALPINE CORP: Court Okays Continued Use of Existing Bank Accounts ----------------------------------------------------------------- Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, relates that the United States Trustee generally requires a debtor-in-possession to close all prepetition bank accounts and open new debtor-in-possession bank accounts. In addition, the United States Trustee may require a debtor-in-possession to maintain separate accounts for cash collateral and taxes. However, he points out that in complex Chapter 11 cases, like the Calpine Corporation and its debtor-affiliates' cases, courts in the Southern District of New York often waive the requirements, recognizing that these are often impractical and potentially detrimental to a debtor's postpetition business operations and restructuring efforts. Moreover, because the Debtors have the capability to draw the necessary distinctions between pre- and post-petition obligations and payments without closing the prepetition bank accounts and opening new ones, the Debtors' creditors will not be prejudiced. Accordingly, the Debtors sought and obtained the U.S. Bankruptcy Court for the Southern District of New York's authority, on an interim basis, to continue using their existing bank accounts with the same names and account numbers as existed immediately prior to the Chapter 11 cases. The Court waives the requirement to establish separate accounts for cash collateral and tax payments. The Debtors are authorized to deposit funds in and withdraw funds from the bank accounts by all usual means and to otherwise treat the prepetition bank accounts for all purposes as debtor-in- possession accounts. Headquartered in San Jose, California, Calpine Corporation -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The Company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. (Calpine Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) CALPINE CORP: Wants to Continue Using Cash Management System ------------------------------------------------------------ In the ordinary course of business, and as is common with large, complex businesses, the Calpine Companies maintain an integrated Cash Management System that provides well-established mechanisms for the collection, concentration, management and disbursement of funds used in their domestic operations. The Cash Management System consists of over 600 bank accounts which is essential to enable the Calpine Companies to centrally control and monitor corporate funds, invest idle cash, ensure cash availability and liquidity, comply with the requirements of its numerous financing agreements, and reduce administrative expenses by facilitating the movement of funds and enhance the development of accurate account balance and presentment information. These controls are crucial given the significant volume of cash transactions -- approaching $20,000,000,000 -- managed through the Cash Management System. The Cash Management System is comprised of several accounts maintained at the corporate level by the parent entity, Calpine Corporation, accounts at Calpine Energy Services, LP, a wholly owned subsidiary of Calpine, and many other accounts maintained at the 92 power generating companies or alternative fuel and generation and processing projects. Many of the Projects have various agency agreements with CES. The Agency Agreements, which generally have extended terms, provide for CES to, among other things: (i) procure or manage fuel requirements for the Projects; (ii) meet external performance standards for transmission of electricity; and (iii) either, take all of the excess electrical power generated by a Project for a fixed or indexed price or, negotiate and manage, as agent, the sale of power from the Projects' facilities. In most cases, because CES manages the natural gas input and the power output, CES is an essential conduit by which many of the relevant Projects operate their businesses. The cash management arrangements of each of the Projects vary according to each of the Project's relationship with CES, as well as whether the financing agreements with the applicable financial institutions require the Project to segregate cash into restricted trust accounts. The principal components of the Cash Management System: I. The Corporate Accounts A. The Corporate Concentration Account maintained at the Union Bank of California. Funds deposited in this account are generated primarily from the operations of CES and the waterfalls the various Projects. B. Transfers from the Corporate Concentration Account go to the: * Master Disbursement Account to fund various payments including fuel and disbursements to third parties; * Payroll Accounts for all employee-related obligations; * Overnight Investment Account where excess cash from the Corporate Concentration Account is automatically swept at the end of each day; and * Investment Accounts where funds are invested in accordance with Calpine's investment guidelines. II. The CES Subsystem A. Settlement for the sale of power that CES purchases from the Projects and third parties is put into an account at the Union Bank of California. Sometimes, the funds expected to be received are offset by amounts that CES may owe to a customer or counter party for either the purchase of power or natural gas; and B. Revenue account sweeps are funds in the CES account that are swept into the Corporate Concentration Account daily. Funds are subsequently returned to one or more disbursement accounts to meet the payment of obligations to third parties for the purchase of fuel. III. The Project Level Cash Management Subsystem A. The Financed Project Subsystem -- Certain of the Projects consist of power generating companies that have arrangements with direct Project lenders that require cash generated from the sale of their power to intercompany customers or directly to third parties to be deposited into cash subsystems, consisting of one or multiple accounts, depending on the Project. Most of these Waterfall Accounts are defined in the credit agreements or leases of the Projects. The principal components of the cash management subsystem associated with the Waterfall Accounts: * Transfers from CES and other customers; and * Transfers from the Waterfall Accounts and other accounts; B. The Unfinanced Project Subsystem -- A small number of Projects do not have arrangements with financial institutions that require them to segregate cash or to apply the cash proceeds of the sale of power into a waterfall. The unfinanced project companies still reimburse Calpine for the various employee services, administrative costs and payments made on that Company's behalf. After all of a Project's direct costs and Calpine reimbursements are paid, the remaining funds may be available to Calpine for other general uses. IV. Non-U.S. Affiliates maintain bank accounts at U.S. and non- U.S. financial institutions to facilitate the operation of their businesses and otherwise fulfill financial and contractual requirements with lenders and suppliers. These affiliates are linked to the Cash Management System primarily through periodic disbursements to Calpine or through Calpine's funding of the non-U.S. affiliates' capital or operational requirements. To facilitate Calpine Corporation and its debtor-affiliates' transition into Chapter 11 operations, the Debtors sought and obtained the U.S. Bankruptcy Court for the Southern District of New York's authority to continue using their integrated Cash Management System on an interim basis. Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, contends that given the substantial size and complexity of the Debtors' business operations, a successful reorganization of the Debtors' businesses cannot be achieved if the Debtors' cash management procedures are substantially disrupted. Mr. Cieri also notes that the Cash Management System, with only slight variations made over time in the ordinary course of business, has been used for at least nine years and constitutes a customary and essential business practice. Preserving "business as usual" and avoiding the unnecessary distractions that inevitably would be associated with any substantial disruption of the Cash Management System will facilitate the Debtors' stabilization of their postpetition business operations and will assist the Debtors in their reorganization efforts. In addition, given the Debtors' corporate and financial structure and the number of affiliated entities, reaching about 400, participating in the Cash Management System, it would be difficult and unduly burdensome for the Debtors to establish a new cash management for each separate legal entity. Headquartered in San Jose, California, Calpine Corporation -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The Company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. (Calpine Bankruptcy News, Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) CALPINE CORP: Wants to Walk Away from Acadia Tolling Agreements --------------------------------------------------------------- On Dec. 21, 2005, Calpine Corporation asked the U.S. Bankruptcy Court for the Southern District of New York to reject two 20-year tolling agreements with CES and Acadia Power Partners, LLC, a limited liability company whose members are CAH and Acadia Power Holdings, LLC, a wholly owned subsidiary of Cleco Corporation (NYSE:CNL). Each member owns a 50% membership interest in APP. APP owns a 1,160-megawatt, natural gas-fired power plant near Eunice, Louisiana. The Court has scheduled a hearing to consider the Debtor's request on Jan. 5, 2006. About Cleco Corp. Cleco Corp. -- http://www.cleco.com/-- is a regional energy services provider headquartered in Pineville, Louisiana. It operates a regulated electric utility company that serves approximately 265,000 customers across Louisiana. Cleco also operates a wholesale energy business with nearly 1,400 megawatts of generating capacity. About Calpine Corp. 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. CATHOLIC CHURCH: Court Approves Portland's Six-Month Budget ----------------------------------------------------------- The Archdiocese of Portland in Oregon requires the continued use of funds and investments held in accounts located at Key Bank and Union Bank of California for its ordinary day-to-day operations. The funds in the Archdiocesan Loan and Investment Program also are needed to fund building projects at parishes and schools and some expenditures. Portland has prepared a budget, which sets forth the estimated cash to be used for day-to-day operations, and lists, which sets forth anticipated expenditures from the ALIP and Catholic Education Endowment Fund for the period from January 1, 2006, through June 30, 2006. A copy of the budget and lists is available at no charge at: http://bankrupt.com/misc/portland_4th_operating_budget.pdf To preserve the viability of Portland, the parishes and the schools, to allow them to continue to operate in the ordinary course, and to provide adequate oversight over Portland's use and administration of the funds and investments in the Accounts, Portland and the Official Committee of Tort Claimants in Portland's case have agreed that Portland may continue to utilize the funds and investments in the Accounts and in accordance with the Operating budget, the ALIP budget, and the CEEF. Portland will use the funds in the Accounts only in the amounts and for the uses set forth in the Operating budget, the ALIP Budget, and the CEEF Budget. The parties agree that: (a) Portland may use the funds and investments in the Accounts only in the amounts and for the purposes described in the Operating Budget, the ALIP Budget, and the CEEF Budget through and including June 30, 2006. The Budget Period may be extended by further stipulation and Court order. So long as Portland's total Operating Budget expenditures do not exceed the aggregate amount, Portland's Operating Budget expenditures for any line item may exceed the amount budgeted for that line item by a factor of no more than 20% of the budgeted amount. (b) Portland will be authorized to make disbursements of ALIP and CEEF funds not provided in the ALIP Budget and CEEF Budget pursuant to these procedures: (1) Upon a request for a disbursement not provided for in the ALIP or CEEF Budget for an aggregate of $40,000 or less, within a six-month period, for repairs, maintenance, or other normal operating expenses, but excluding capital expenditures and other out of the ordinary transactions, and if the request complies with the established guidelines and for making for making the disbursement, Portland will be authorized to make the disbursement without further notice or Court order. (2) Upon a request for a disbursement not provided for in the ALIP Budget or CEEF Budget that is either (i) for a capital expenditure, or (ii) in excess of an aggregate of $40,000, within a six-month period, and if the request complies with the established guidelines and procedures for making the disbursement, then before making the disbursement, Portland will provide the Portland Tort Committee with 10 business days' prior written notice setting forth the name of the participant, the amount of the request, and a description of the purpose for the requested disbursement. (3) If no written objection is received from the Committee within the 10-day period, Portland will be authorized to make the requested disbursement without further Court notice or order. If the Committee objects to the disbursement, it will, within the 10-day period, provide Portland with written notice of its objection. (4) Upon receipt of the objection, Portland will not make the disbursement without first obtaining a written withdrawal from the Committee of its objection, or pursuant to a Court order after 20 days' notice and an opportunity for hearing to the participant requesting the disbursement, the Committee, the 20 largest unsecured trade creditors, the U.S. Trustee, and all parties requesting special notice. Judge Perris approves the stipulation. 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 Can Share Confidential Proofs of Claim ---------------------------------------------------------------- As previously reported in the Troubled Company Reporter on May 31, 2005, the Archdiocese of Portland in Oregon sought authority from the U.S. Bankruptcy Court for the District of Oregon to disclose 19 confidential proofs of claim to certain additional parties. The Court's Bar Date Order dated January 3, 2005, provides, in part, for proofs of claim based on child abuse or knowingly allowing, permitting, or encouraging child abuse, to be filed confidentially by Portland's claims agent. The claims would be designated as "Unknown/Confidential" together with the claim amount if an amount were listed in the proof of claim. No other information was to be placed in the creditor record. These proofs of claim were to be segregated by Portland's claims agent and kept under seal to maintain confidentiality until further court order. * * * Judge Perris direct the Archdiocese of Portland in Oregon to disclose and provide complete copies of the confidential proofs of claim and other related confidential documents filed by the claimants with Portland's Claims Agent or the Court, to these additional parties: -- Hamilton, Rabinovitz & Alschuler, Inc.; -- Attorneys and experts for the Tort Claimants Committee; -- The Future Claimants Representative, his attorneys and experts; -- Attorneys for the Tort Committee members; and -- Each entity that may potentially be liable with Portland on account of a claim, and the entity's attorneys and insurers, provided that the entities will be entitled to disclosure of the Confidential Claims Documents applicable only to those claims where they may have potential liability and will not be entitled to disclosure of any other Confidential Claims Documents. To the extent the additional parties have access to or receive copies of Confidential Claims Documents, the parties and their agents will: (a) retain in confidence, and not disclose, the identities of the claimants who filed Confidential Claims Documents or any personal identifying information contained in the documents; (b) not initiate contact with any claimant who is not represented by an attorney, except for HR&A, as it deems reasonably necessary to gather additional information for estimating future claims, and the attorneys for the Creditors Committee, solely for the purpose of disseminating information to all tort claimants in the case; and (c) not give access to any Confidential Claims Documents to anyone other than persons entitled to receive the documents, except that copies of Confidential Claims Documents may be made available to Creditors Committee members if the identities of the claimants and all personal identifying information contained have first been redacted from the copies of the Confidential Claims Documents that are disclosed. In addition, Portland, its insurers, or the additional parties may give access to, or provide copies of any Confidential Claims Documents to the Court or any other federal court judge, provided that the disclosure is made in a confidential manner, or, if any Confidential Claims Documents are filed with a Court, the filing is made under seal. Copies of Confidential Claims Documents produced pursuant to the Order will be deemed confidential and subject to the terms of the Order without the need to label or stamp the document as "confidential" or "subject to protective order." Before obtaining access to, or receipt of, any copies of Confidential Claims Documents, each person obtaining the access or receiving the copies will sign and deliver to Portland an acknowledgement of receipt of a copy of the Order and agree to be bound by its terms. Neither Portland, Portland's insurers, nor any entity entitled to Confidential Claims Documents will make public the identity of any claimant who filed a confidential proof of claim or any personal identifying information of the claimant, unless and to the extent that a claimant makes his or her identity or the information known at a Court hearing or in a paper filed with the Court not under seal, or a claimant consents in writing to be identified by his or her true name. Except as provided, each claimant who filed a confidential proof of claim will be identified only by the number assigned to the claimant's proof of claim in the Claims Docket. With respect to any claimant who has made his or her identity known at a Court hearing or in a paper filed with the Court not under seal or who has consented in writing to be identified by his or her true name, the confidential proof of claim and other related confidential documents filed by the claimant will no longer be considered classified and the restrictions will no longer be operative as to the claimant or the documents. 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) CENTURY/ML CABLE: Establishes $25.6 Million Plan Funding Reserve ---------------------------------------------------------------- Pursuant to Century/ML Cable Venture's confirmed Plan of Reorganization, certain funds from the Sellers Escrow Account will be released to a Plan Funding Reserve. The Plan Funding Reserve will be equal to the sum of: * the full amount of the Allowed Claims; * the Disputed Claims Reserve; and * an amount of cash for the purpose of administering and closing the Debtor's estate -- the Retained Cash. The amount of the Retained Cash, under the terms of the Century/ML Plan must be agreed to in writing by Century Communications Corporation and ML Media Partners, L.P., and approved by the Court. Century and ML Media estimated the amount of Retained Cash to be $25,600,000. In a stipulation Judge Robert E. Gerber approved, Century and ML Media agree to these terms: a. The amount of Retained Cash will be $25,603,613, which will be deposited in one or more accounts to be established in the name of ML Media as post-Effective Date co- administrator of the Debtor's estate with Century, which Account will be for the benefit of the Estate. b. Century and ML Media reserve the right to seek Court approval to fund from the Sellers Escrow Account additional amounts necessary for the administration and closing of the Debtor's estate or as agreed to by the parties. c. All disbursements from the Account will be governed by an Estate Administration Agreement between Century and ML Media dated September 7, 2005, and a Letter Agreement dated October 31, 2005, between Century and ML Media. 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. 118; Bankruptcy Creditors' Service, Inc., 215/945-7000) CENTURY/ML CABLE: Century & ML Media Gets $20M from Sale Proceeds ----------------------------------------------------------------- Century/ML Cable Venture's confirmed Plan of Reorganization provides that the proceeds of the sale of ML Media Partners, L.P., and Century Communications Corporation's ownership interests in Century/ML to San Juan Cable, LLC, are to be placed in a Sellers Escrow Account subject to distribution pursuant to the Sellers Escrow Agreement. Pursuant to provisions of the Century/ML Plan, the Court must approve any distribution of funds from the Sellers Escrow Account to Century and ML Media. In a stipulation, Century and ML Media agree that: 1. The parties will each receive a distribution of $10,000,000 from the Sellers Escrow Account. 2. The Distribution will be without prejudice to the rights, claims and defenses of each of Century and ML Media against each other or any third party. Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York approves the Stipulation. 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. 118; Bankruptcy Creditors' Service, Inc., 215/945-7000) CITIGROUP MORTGAGE: Fitch Rates $3MM Class B4 & B5 Certs. at Low-B ------------------------------------------------------------------ Citigroup Mortgage Loan Trust Inc., mortgage-backed notes, series 2005-11, are rated by Fitch Ratings: -- $728,972,000 classes A-1A, A-1B, A-2A, A-2B, A-3, and X, 'AAA' senior notes; -- $6,462,000 class M 'AA+'; -- $12,542,000 class B1 'AA'; -- $3,041,000 class B2 'A'; -- $4,561,000 class B3 'BBB'; -- $1,520,000 class B4 'BB'; -- $1,520,000 class B5 'B'. The 'AAA' rating on the senior notes reflect the 4.10% subordination provided by the 0.85% class M, the 1.65% class B-1, the 0.60% class B-2, the 0.40% non-offered class B-3, the 0.20% non-offered class B-4, the 0.20% non-offered class B-5, and the 0.20% non-offered class B-6. Fitch believes the amount of credit enhancement available will be sufficient to cover credit losses. The ratings also reflect the high quality of the underlying collateral, the integrity of the legal and financial structures, and the primary and master servicing capabilities of Wells Fargo Bank, N.A. The transaction is secured by three pools of mortgage loans, which consist of fully amortizing, one- to four-family, adjustable-rate mortgage loans that provide for a fixed interest rate during an initial period of approximately five and seven years. Thereafter, the interest rate will adjust on an annual basis to the sum of the weekly average yield on U.S. Treasury Securities adjusted to a constant maturity of one year and a gross margin. The mortgage loan groups are cross collateralized and aggregated for statistical purposes as represented below. The mortgage loans have a final aggregate principal balance of approximately $760,138,139, as of the cut-off date, an average balance of $550,425, a weighted average remaining term to maturity of 360 months, a weighted average original loan-to-value ratio of 69.5%, and a weighted average coupon of 5.1742%. Rate/Term and cash out refinances account for 17.95% and 22.91% of the loans, respectively. The weighted average FICO credit score of the loans is 743. Owner-occupied properties and second homes comprise 89.17% and 10.44% of the loans, respectively. The states that represent the largest geographic concentration are California, and Virginia. All other states represent less than 5% of the outstanding balance of the pool. None of the mortgage loans are 'high cost' loans as defined under any local, state or federal laws. U.S. Bank National Association will serve as trustee. COMPUDYNE CORP: Inks Second Amendment to Revolving Credit Pact -------------------------------------------------------------- CompuDyne Corporation (Nasdaq:CDCY) entered into a Second Amended and Restated Revolving Credit and Security Agreement on Dec. 19, 2005, with PNC Bank, National Association, as lender and agent for a syndicate of banks. The Second Restated Credit Agreement amends and restates the Company's Amended and Restated Credit Agreement dated March 31, 2004. In connection with the Second Amendment, CompuDyne Corp. and its co-borrowers: * Compudyne - Public Safety & Justice, Inc., * Norment Security Group, Inc., * Norshield Corporation, * Fiber Sensys, LLC, * Compudyne - Integrated Electronics Division, LLC, * Corrlogic, LLC, and * Xanalys Corporation. are providing the banks with collateral that includes all receivables, equipment, general intangibles, inventory, investment property, real property and subsidiary stock. The Agreement allows the company to obtain advances of up to $20,000,000. Revolving advances are limited by a formula based upon the value of the company's receivables, inventory, fixed assets, Real Property and issued and outstanding Letters of Credit. The maximum aggregate face amount of Letters of Credit that may be drawn under the Second Restated Credit Agreement is limited to $18,000,000. The Agreement will continue in full force and effect until Dec. 18, 2008, unless terminated earlier in accordance with its terms. Revolving Advances Each lender will make revolving advances to borrowers in aggregate amounts outstanding at any time equal to the lender's commitment percentage of the lesser of: (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit; and (y) an amount equal to the sum of: (i) up to 80% of Eligible Receivables, plus (ii) up to the lesser of: (a) 50% of the value of the Eligible Inventory and (b) $3,000,000 in the aggregate at any one time, plus (iii) up to the lesser of: (a) 50% of the value of Costs in Excess of Billings and (b) $5,000,000 in the aggregate at any one time, plus (iv) $1,487,500, which represents 70% of the fair market value of real property provided that the amount would be reduced by $12,395.83 on the first day of each month, commencing on Feb. 1, 2006, plus (v) $1,288,560, which represents 80% of the orderly liquidation value of the borrower's machinery and equipment provided that the amount would be reduced by $21,476 on the first day of each month, commencing on Feb. 1, 2006, plus (vi) 90% of the Current Value of Marketable Securities, plus (vii) up to the lesser of: (a) 80% of the value of Eligible Government Receivables, and (b) $1,000,000 in the aggregate at any one time, minus (viii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, including without limitation, the Existing Letters of Credit, minus (ix) those reserves as the Agent may reasonably deem proper and necessary in its permitted discretion from time to time. Revolving Advances under the Second Restated Credit Agreement will bear interest, at the election of the Company, at a variable rate equal to the Alternate Base Rate or the Eurodollar Rate plus 250 basis points. The Company paid the banks a $50,000 closing fee in connection with the execution of the Second Restated Credit Agreement and is also required to pay the Banks an unused fee equal to 3/8 of 1% of the amount by which $20,000,000 exceeds the average daily unpaid balance of the Revolving Advances and undrawn amount of any outstanding Letters of Credit. In addition, the Company is required to pay a collateral monitoring fee equal to $1,000 per month and a collateral evaluation fee as required. Financial Covenants On the closing date, the borrowers were required to have Undrawn Availability of at least $10,000,000 as of that date, and are thereafter required to maintain an Unrestricted Undrawn Borrowing Base Availability of not less than $5,000,000. Beginning with the fiscal quarter ending June 30, 2006, the Company is required to maintain a Fixed Charge Coverage Ratio of not less than 1.1 to 1.0. A full-text copy of its Second Amendment and Restated Revolving Credit and Security Agreement is available at no charge at http://ResearchArchives.com/t/s?401 PNC Bank is represented by: Lawrence F. Flick, II, Esq. Blank Rome LLP One Logan Square Philadelphia, PA Telephone: (215) 569-5556 Facsimile: (215) 832-5556 CompuDyne Corporation is represented by: Brian D. Doerner, Esq. Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 Telephone: (215) 864-8615 Facsimile: (215) 864-9043 Headquartered in Annapolis, Maryland, CompuDyne Corporation -- http://www.compudyne.com/-- provides products and services to the public security markets. Founded in 1952, the company operates in four distinct segments: Institutional Security Systems, Attack Protection, Federal Security Systems, and Public Safety and Justice. * * * Material Weakness As reported in the Troubled Company Reporter on May 23, 2005, management has determined that, as of Dec. 31, 2004, the company did not maintain effective controls over the accounting for income taxes, including the determination of income taxes payable, deferred income tax assets and liabilities and the related income tax provision. Specifically, the company did not have effective controls over the reconciliation of the difference between the tax basis and the financial reporting basis of the company's assets and liabilities with the deferred income tax assets and liabilities. Additionally, there was a lack of oversight and review over the income taxes payable, deferred income tax assets and liabilities and the related income tax provision accounts by accounting personnel with appropriate financial reporting expertise. This control deficiency resulted in an audit adjustment to the fourth quarter 2004 financial statements. Additionally, this control deficiency could result in a misstatement of income taxes payable, deferred income tax assets and liabilities and the related income tax provision that would result in a material misstatement to annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness. CHAMPIONSHIP AUTO: Stockholders OK Liquidation & Dissolution Plan ----------------------------------------------------------------- Championship Auto Racing Teams, Inc. (CPNT.PK) reported on Dec. 29, 2005, that its stockholders approved the Company's Plan of Liquidation and Dissolution offered for vote at a Special Meeting of Stockholders originally held on Dec. 13, 2005, and adjourned until Dec. 29, 2005. The Company also reported that, pursuant to the Plan of Liquidation and Dissolution, it filed a Certificate of Dissolution with the Delaware Secretary of State on Dec. 29, 2005. Effective as of the close of business on Dec. 29, 2005, the Company closed its stock transfer books and will no longer record transfers of its shares (except by will, interstate succession or operation of law). Finally, the Company reported that its Board of Directors has approved a cash distribution of $0.29 per share to stockholders of record as of the close of business on Dec. 29, 2005. It is anticipated that a transmittal letter and instructions for receiving the distribution was expected to be mailed by the Company's transfer agent to such stockholders last Dec. 30, 2005. The Company has set aside funds as a contingency reserve for potential liabilities, expenses and obligations during our three- year wind-down period. If no longer necessary, portions of the contingency reserve may be distributed to our stockholders of record as of the close of business on Dec. 29, 2005 during or at the conclusion of our three-year wind-down period, as determined by our Board of Directors or our liquidating trustee. After the liabilities, expenses and obligations for which the contingency reserve was established have been satisfied in full, any remaining portion of the contingency reserve will be distributed to such stockholders. There can be no assurance that any additional distribution will be made, however, or that any such distribution will be material in amount. Championship Auto Racing Teams, Inc. previously owned and operated the Champ Car World Series. The Company has sold all of its operating assets and is in the process of winding up its affairs. The Company's formerly wholly owned subsidiary, CART, Inc., filed a chapter 11 petition on December 16, 2003 (Bankr. S.D. Ind. Case No. 03-23385). Pursuant to the bankruptcy court order, the Company sold the operating assets of CART and the stock of Pro- Motion Agency, Inc., a former wholly owned subsidiary of the Company and CART Licensed Products, Inc., a former wholly owned subsidiary of CART, Inc. Also, pursuant to the bankruptcy court order, the Company cancelled its stock in CART, Inc. and transferred the remaining assets and liabilities to an unconsolidated liquidating trust. During 2003, the Company ceased the operations of its wholly owned subsidiary, Raceworks LLC, and intends to liquidate its remaining assets * * * Going Concern Doubt As reported in the Troubled Company Reporter on May 9, 2005, Deloitte & Touche LLP audited Championship Auto Racing Teams, Inc.'s financial statements for the year ending December 31, 2004. At the conclusion of that engagement, the auditing firm says there's substantial doubt about the company's ability to continue as a going concern. The auditors point to the Company's recurring loses from operations; the sale of substantially all the operating assets of its CART, Inc., subsidiary; pending or threatened litigation against the Company and its subsidiaries; and the Company's intent to liquidate its remaining assets. CSFB MORTGAGE: Fitch Junks Ratings on Four Certificate Classes -------------------------------------------------------------- Fitch Ratings has taken rating actions on these CSFB Mortgage Securities Corp. issues: Washington Mutual Mortgage Securities, mortgage pass-through certificates, series 2002-S4: -- Class A affirmed at 'AAA'; -- Class B1 affirmed at 'AAA'; -- Class B2 affirmed at 'AAA'; -- Class B3 upgraded to 'AAA' from 'A+'; -- Class B4 upgraded to 'A' from 'BBB'; -- Class B5 upgraded to 'BBB' from 'B'. CSFB mortgage-backed pass-through certificates, series 2002-5 G1, 2, and 3: -- Class IA affirmed at 'AAA'; -- Class CB1 affirmed at 'AAA'; -- Class CB2 affirmed at 'AAA'; -- Class CB3 affirmed at 'AA'; -- Class CB4 affirmed at 'A'; -- Class CB5 affirmed at 'BBB'. CSFB mortgage-backed pass-through certificates, series 2002-5 G4: -- Class IVA affirmed at 'AAA'; -- Class IVB1 affirmed at 'AA'; -- Class IVB2, IVB3 affirmed at 'BBB'; -- Class IVB4 downgraded to 'B' from 'BB'; -- Class IVB5 remains at 'C'; -- Class IVB6 remains at 'C'. CSFB mortgage-backed pass-through certificates, series 2002-18 G2: -- Class IIA affirmed at 'AAA'; -- Class IIB1 affirmed at 'AA'; -- Class IIB2 affirmed at 'A'; -- Class IIB3 downgraded to 'B' from 'BB'; -- Class IIB4 downgraded to 'CC' from 'CCC'; -- Class IIB5 remains at 'C'; -- Class IIB6 remains at 'C'. CSFB mortgage-backed pass-through certificates, series 2002-22 G3 and 4: -- Class IIIA, IVA affirmed at 'AAA'; -- Class DB1 affirmed at 'AA'; -- Class DB2 affirmed at 'A'; -- Class DB3 downgraded to 'B' from 'BB'; -- Class DB4 downgraded to 'C' from 'CC'; -- Class DB5 remains at 'C'. CSFB mortgage-backed pass-through certificates, series 2002-24 G1: -- Class IA affirmed at 'AAA'; -- Class IB1 affirmed at 'AAA'; -- Class IB2 affirmed at 'A'; -- Class IB3 affirmed at 'BB'; -- Class IB4 remains at 'C'; -- Class IB5 remains at 'C'. CSFB mortgage-backed pass-through certificates, series 2002-24 G2 and 3: -- Class IIA, IIIA affirmed at 'AAA'; -- Class CB1 affirmed at 'AAA'; -- Class CB4 affirmed at 'AA'; -- Class CB5 affirmed at 'A'. CSFB mortgage-backed certificates, series 2002-32R: -- Class M downgraded to 'CCC' from 'BB-'; -- Class B-1 downgraded to 'C' from 'CCC'. The affirmations, affecting approximately $263.42 million of outstanding certificates, are due to credit enhancement and collateral performance generally consistent with expectations. The downgrades, affecting approximately $9.11 million of the outstanding certificates, reflect the deterioration of credit enhancement relative to consistent or rising monthly losses. The upgrades, affecting approximately $1.46 million of outstanding certificates, are being taken as a result of low delinquencies and losses, as well as increased credit support levels. The mortgage loans consist of fixed-rate and adjustable-rate; 15- and 30-year mortgages extended to prime borrowers and are secured by first and second liens, primarily on one- to four-family residential properties. As of the November 2005 distribution date, the transactions are seasoned from a range of 36 to 45 months and the pool factors range from 5% to 42%. The series 2002-32R transaction is a re-REMIC of select tranches from six different CSFB transactions. All deals were rated by Fitch, with the exception of CSFB series 2002-9 and 2002-10. CSFB Series 2002-5 Classes IV-B-5, IV-B-6, IV-B-7 CSFB Series 2002-9 Classes I-B-4, I-B-5, I-B-6 CSFB Series 2002-10 Classes II-B-4, II-B-5, II-B-6 CSFB Series 2002-18 Classes II-B-5, II-B-6, II-B-7 CSFB Series 2002-22 Classes D-B-4, D-B-5, D-B-6 CSFB Series 2002-24 Classes I-B-4, I-B-5, I-B-6 All of the underlying tranches are currently rated 'C'. The 2002-32R re-REMIC has been experiencing monthly loss of approximately $300,000. As a result, the non-rated class B2 has been entirely written down. At the current rate of loss, the class B1 could be entirely written down in less than 12 months, at which time the class M will begin taking losses. The mortgage loans are being serviced by various entities and the depositor is Credit Suisse First Boston. DELPHI CORP: Appaloosa Pushes for Equity Panel Appointment ---------------------------------------------------------- Appaloosa Management L.P., one of Delphi Corporation's largest shareholders, owning beneficially 9.3% of Delphi's issued and outstanding shares, asks the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to direct the United States Trustee for the Southern District of New York to appoint an official committee of equity security holders to serve in the Debtors' Chapter 11 cases. John K. Cunningham, Esq., at White & Case LLP, in New York, relates that by letter dated November 7, 2005, Appaloosa formally asked the U.S. Trustee to appoint an Equity Committee in the Debtors' cases pursuant to Section 1102(a)(1) of the Bankruptcy Code. The U.S. Trustee has not yet responded formally to the letter, but has indicated that a response will be forthcoming. Both the Debtors and the Official Committee of Unsecured Creditors have communicated to the U.S. Trustee their opposition to the appointment of an Equity Committee, Mr. Cunningham tells the Court. The Debtors have operations in 40 countries and ownership in more than 100 subsidiaries and affiliates around the globe. Only 41 of the U.S.-based subsidiaries filed for Chapter 11 protection. Significant time and effort will have to be spent analyzing the differences in the asset/liability mix of each of the Debtors' business lines and subsidiaries and where the enterprises' liabilities appropriately reside within the capital structure, Mr. Cunningham points out. Delphi's shares are widely traded and widely held by the investing public. As of August 26, 2005, there were 561,781,590 shares outstanding with 331,202 holders of record. "While the actual number of beneficial holders of Delphi common stock that will be impacted by Delphi's [C]hapter 11 Cases is unknown, with over 300,000 holders of record that number is presumably substantially higher than the number of the record holders. Active and ongoing participation by shareholders, such as that provided by an official equity committee, is necessary to ensure that the interests of public shareholders are adequately protected," Mr. Cunningham states. According to Mr. Cunningham, the ultimate value of Delphi's equity depends in large part on the resolution of material issues currently being addressed by the Debtors without any apparent consideration to shareholder value, including: (a) the total amount of actual employee related liabilities and where those liabilities reside in the capital structure; (b) the manner in which employee related-liabilities are restructured, including pursuant to Sections 1113 & 1114 of the Bankruptcy Code; (c) the amount, enforceability, treatment and appropriate characterization of any claims asserted by General Motors, including claims, if any, asserted for indemnification of its obligations under certain benefit guarantees between GM and certain Delphi unions representing most of its U.S. hourly employees, which coincides with the expiration of the Company's U.S. collective bargaining agreements in the fall of 2007; (d) the extent to which the Debtors may mitigate or avoid the accrual of any enforceable claims to GM for indemnification; and (e) whether intercompany claims exist in the Debtors' favor for the advancement of substantial funds raised in the capital markets for the purpose of addressing Debtor legacy obligations. An official Equity Committee, Mr. Cunningham asserts, will provide the most efficient means throughout the restructuring process to ensure that public shareholders, who share a commonality of interest, are adequately represented. Appaloosa's request is timely, Mr. Cunningham maintains, as the Debtors are still in the process of stabilizing their business operations and have yet to make any real progress on key issues that will impact their ability to successfully reorganize. Appaloosa is mindful of concerns about costs of establishing an Equity Committee in the Debtors' cases, but believes that the Bankruptcy Code provides adequate means for controlling those costs. "In a case of this magnitude where assets exceed $17 billion and net sales are over $26 billion, the benefits of committee representation of shareholders' interests far outweigh any additional costs to the Debtors' estates," Mr. Cunningham contends. "Indeed, it would be a terrible injustice to deny today adequate representation to equity security holders only to later discover, perhaps too late, that for relatively modest costs in the context of the whole, equity security holders should have been represented." Headquartered in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELPHI CORP: Wants Exclusive Plan Filing Period Extended to Aug. 5 ------------------------------------------------------------------ Section 1121(b) of the Bankruptcy Code provides for an initial 120-day period after the Petition Date during which a debtor has the exclusive right to file a Chapter 11 plan. Section 1121(c)(3) provides that if a debtor proposes a plan within the exclusive filing period, it has a period of 180 days after the Petition Date to obtain acceptances of that plan. The Exclusive Periods are intended to give Chapter 11 debtors a full and fair opportunity to rehabilitate their business and to negotiate and propose a reorganization plan without the deterioration and disruption of their business that might be caused by the filing of competing reorganization plans by non- debtor parties. Accordingly, Delphi Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to extend their exclusive periods to: (1) file a plan through August 5, 2006; and (2) solicit and obtain acceptances of that plan through October 4, 2006. John Wm. Butler, Jr., Esq., at Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois, tells the Court that the Debtors need more time than the initial exclusive period allowed under the Bankruptcy Code to position their businesses and formulate, promulgate, and build consensus for a long-term business plan, test that plan, and engage in discussions with all of the Debtors' constituents regarding a plan of reorganization. However, given the size and complexity of their Chapter 11 cases, the Debtors believe that they will not have time to complete the process prior to the end of their current Exclusive Periods. Mr. Butler relates that since the Petition Date, the Debtors' management has expended enormous efforts responding to the many exigencies and other matters which are incidental to the commencement of any Chapter 11 case, but which are compounded given the size and complexity of the Debtors' cases. "The Debtors have been consumed with the task of responding to a multitude of inquiries and information requests made by the [Official Committee of Unsecured Creditors], the postpetition lenders, vendors, customers, bondholders, shareholders, and other [parties-in-interest]." In addition, the Debtors need to modify or eliminate non- competitive legacy liabilities and burdensome restrictions under current labor agreements. The Debtors are currently negotiating certain terms of their collective bargaining agreements, including operational restrictions, which prevent them from exiting non-strategic, non-profitable operations, and restrict their ability to permanently lay off idled workers, Mr. Butler reports. The Debtors believe that an extension of their Exclusive Periods will not prejudice other parties, but will allow them to concentrate their efforts on systematically working towards a viable business and reorganization plan. Headquartered in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELPHI CORP: Wants More Time to File Notices of Removal ------------------------------------------------------- Pursuant to Section 1452 of the Judiciary Code, a party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce the governmental unit's policy or regulatory power, to the United States District Court for the district where the civil action is pending, if the district court has jurisdiction of the claim or cause of action under Section 1334 of the Bankruptcy Code. The court to which the claim or cause of action is removed may remand the claim or cause of action on any equitable ground. Rule 9027 of the Federal Rules of Bankruptcy Procedure sets forth the time periods for the filing of notices to remove claims or causes of action: "If the claim or cause of action in a civil action is pending when a case under the Code is commenced, a notice of removal may be filed only within the longest of (A) 90 days after the order for relief in the case under the Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under [Section] 362 of the Code, or (C) 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief." Kayalyn A. Marafioti, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York, relates that Delphi Corporation and its debtor- affiliates are parties to numerous judicial and administrative proceedings, which involve a wide variety of claims, currently pending in various courts or administrative agencies throughout the United States. The Debtors tell the U.S. Bankruptcy Court for the Southern District of New York that they need more time to determine which of the Actions should be removed and if appropriate, transferred to the Bankruptcy Court. The Debtors ask the Honorable Robert D. Drain of the Southern District of New York Bankruptcy Court to further extend the period within which they may file notices of removal with respect to civil actions pending on the Petition Date, to the later to occur of: (a) April 6, 2006; or (b) 30 days after entry of a Court order terminating the automatic stay with respect to any particular action sought to be removed without prejudice to the Debtors' rights to seek further extensions of their Removal Deadline. The Debtors believe that an extension of their Removal Deadline will give them a sufficient opportunity to make fully informed decisions concerning the possible removal of the Actions, protecting their valuable right to adjudicate lawsuits economically if the circumstances warrant removal. Ms. Marafioti assures Judge Drain that the Debtors' adversaries will not be prejudiced by the extension because they may not prosecute the Actions absent relief from the automatic stay. Headquartered in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is the single largest global supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The Company's technology and products are present in more than 75 million vehicles on the road worldwide. The Company filed for chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELTA AIR: Court OKs Section 1110(b) Stipulations for 42 Aircrafts ------------------------------------------------------------------ Delta Air Lines Inc., and its debtor-affiliates' aircraft fleet consists of aircraft that are: (a) owned by the Debtors and are encumbered by various financing transactions or (b) leased or financed pursuant to a wide variety of leasing and financing agreements. The Aircraft Equipment may constitute "equipment" within the meaning of Sections 1110(a)(3) of the Bankruptcy Code. Hence, the Aircraft Equipment and the Aircraft Agreements may be entitled to protections under Section 1110. In addition, the automatic stay under Section 362 of the Bankruptcy Code vaporizes on the 60th day after the Petition Date, unless a debtor commits to full contractual performance and cures on any defaults pursuant to a Section 1110(a) Election. Pursuant to Section 1110(b), however, the Debtors may enter into stipulations with aircraft lessors and financiers extending the time to perform the Section 1110 obligations. In this regard, the U.S. Bankruptcy Court for the Southern District of New York approves Section 1110(b) Stipulations entered into by the Debtors and certain Aircraft Parties with respect to 42 Aircraft, bearing these FAA Registration Nos.: N243WA N373DL N491CA N924DL N244WA N374CA N491CA N952CA N302WA N374DL N492CA N953DL N303WA N375DL N617DL N958DL N307WA N376DL N634DL N959DL N308WA N378CA N641DL N961DL N309WA N378CA N645DL N975CA N309WA N403CA N653DL N982DL N313WA N488CA N657DL N983DL N319DL N489CA N658DL N331DL N489CA N923DL 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. 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: Judge Beatty Says Fidelity & Mackay Should Leave Panel ----------------------------------------------------------------- Fidelity Advisor Series II: Fidelity Advisor High Income Advantage Fund and Mackay Shields LLC ask the U.S. Bankruptcy Court for the Southern District of New York to find that they will not violate their fiduciary duties as members of the Official Committee of Unsecured Creditors by trading in Delta Air Lines Inc., and its debtor-affiliates' securities and bank debts and buying and selling of the Debtors' trade debts during the pendency of the Chapter 11 cases, provided that they implement information blocking policies and procedures approved by the U.S. Trustee. Founded in 1938, Mackay Shields offers a wide variety of institutional investment management services to its clients and currently manages more than $38 billion of assets for institutional investors and other financial service providers across the globe. Mackay Shields serves as an investment adviser on behalf of certain funds and client accounts that beneficially own securities or other claims or other interests in the Debtors' Chapter 11 cases. Fidelity is engaged in the trading of securities for others or for its own accounts as a regular part of its business. Although members of the Creditors Committee owe fiduciary duties to the creditors of the Debtors' estates, Fidelity and Mackay Shields explain that they also have fiduciary duties to maximize returns to their clients through trading the Covered Claims. Thus, if they are barred from trading the Covered Claims during the pendency of the Debtors' bankruptcy cases, they may risk the loss of a beneficial investment opportunity for themselves and their clients and, moreover, may breach their fiduciary duty to their clients. Alternatively, if Mackay Shields or Fidelity is compelled to resign from the Committee because of its inability to trade Covered Claims, its interests may be compromised by virtue of taking a less active role in the reorganization process. Mackay Shields is represented in the Debtors' cases by Adam L. Shiff, Esq., at Kasowitz, Benson, Torres & Friedman LLP, in New York. Fidelity is represented by Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP, in New York. The term "Screening Wall" refers to a procedure established by an institution to isolate its trading activities from its activities as a member of an official committee of unsecured creditors in a Chapter 11 case. Mr. Steingart notes that the request to trade in claims under a Screening Wall is consistent with other orders entered by the U.S. Bankruptcy Court for the Southern District of New York. In the seminal decision on this issue, In re Federated Dep't Stores, Inc., No. 1-90-00130, 1991 Bankr. LEXIS 288 (Bankr. S.D. Ohio Mar. 7, 1991), the bankruptcy court -- agreeing with the position of the U.S. Securities and Exchange Commission -- stated that Fidelity Management & Research Company will not be violating its fiduciary duties as a committee member provided that it employs an appropriate information blocking device or a Screening Wall. Fidelity and Mackay Shields will individually maintain these Screening Wall procedures in the Debtors' Chapter 11 cases: (i) The Committee Member personnel doing activities related to the Creditors Committee will execute a letter acknowledging that they may receive the non-public information and that they are aware of the information blocking procedures which are in effect with respect to the Covered Claims and will follow the procedures and will immediately inform counsel of the Committee and the U.S. Trustee if the procedures are materially breached; (ii) The Committee Member Personnel will not share any non- public information generated by, received from or relating to Committee activities or Committee membership with any other employees, representatives or agents or Committee Member, including its investment advisory personnel, and the Committee Member Personnel will use good faith efforts not to share any material Information concerning the Debtors' Cases with any Committee Member employee reasonably known to be engaged in trading activities with respect to the "Covered Claims" on behalf of the Committee Member or its clients, except that a good faith communication of publicly available Information will not be presumed to be a breach of the obligations of the Committee Member or any Committee Member Personnel; (iii) The Committee Member Personnel will maintain all files containing information received in connection with or generated from committee activities in secured cabinets inaccessible to other employees of the Committee Member; (iv) The Committee Member Personnel will not receive any information regarding the Committee Member's trades in the Covered Claims in advance of the execution of the trades, but the Committee Member Personnel may receive trading reports showing the Committee Member's purchases and sales and ownership of the Covered Claims but no more frequently than bi-weekly; (v) The Committee Member's compliance personnel will review on a weekly basis the Committee Member's trades of the Covered Claims to determine if there is any reason to believe that the trades were not made in compliance with the information blocking procedures and will keep records of the review; (vi) The Committee Member's compliance personnel will monitor periodically -- consistent with its ordinary course compliance practice -- the exchange of Information through electronic means among Committee Member Personnel to ensure that the exchanges are performed in a manner consistent with the Procedures; (vii) Within 10 days after a trade, the Committee Member will disclose to the U.S. Trustee in writing: (a) any decrease in dollar amount of the Covered Claims held by the Committee Member or its clients which results in the holdings being less than the lesser of $15 million or 1/3 of the aggregate holdings of the Committee Member and in its clients' accounts at the Committee Member as of the date of the Committee Member's appointment to the Creditors Committee; and (b) any increase in dollar amount of the Covered Claims held by the Committee Member or its clients which results in the aggregate holdings being more than the greater of $150 million or 2/3 of the aggregate holdings of the Committee Member and in its clients' accounts at the Committee Member as of the date of the Committee Member's appointment to the Creditors Committee; (viii) The Committee Member will submit to the counsel for the Creditors Committee and the U.S. Trustee every six months a declaration verifying continued compliance with the Procedures; and (ix) The Committee Member will immediately disclose to the counsel for the Creditors Committee and the U.S. Trustee any material breaches of the Procedures. (x) If the Committee Member resigns from the Creditors Committee for any reason, it will continue to follow the Procedures until a plan of reorganization has been confirmed in the Debtors' Chapter 11 cases or the Chapter 11 cases have been converted or dismissed. Not Appropriate Mackay Shields LLC should consider leaving the Unsecured Creditors Committee if it wants to continue trading in Delta securities for its clients, the Honorable Prudence Carter Beatty Beatty said at a hearing on Dec. 5, 2005, according to Tom Becker at Bloomberg News. "It's not appropriate," Judge Beatty said from the bench, though she did not formally rule on Mackay's request. Mr. Becker reports that Judge Beatty will consider the issue at a later date. 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. 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: Siemens Wants Carrier to Decide on Executory Contract ---------------------------------------------------------------- Pursuant to Section 365(d)(2) of the Bankruptcy Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure, Siemens Building Technologies, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to compel Delta Air Lines Inc., and its debtor-affiliates to assume or reject their unexpired executory contract, dated Sept. 27, 2004. Under the Contract, Wendy B. Green, Esq., at McCusker, Anselmi, Rosen, Carvelli & Walsh, in New York, relates that Siemens agreed to perform construction work pursuant to plans and specifications for upgrading the fire alarm system and to install two new systems in the plating and Domestic Air Logistics Facilities at the Hartsfield International Airport, located in Atlanta, Georgia. Delta Air Lines, Inc., agreed to pay Siemens $1,000,450, subject to change orders, for the construction work. Before the Petition Date, the parties agreed to several change orders, reducing the contract price to $905,411. Ms. Green says that Siemens is owed by the Debtors $159,747 as of the Petition Date for work performed under the Siemens Contract. However, Siemens has been forced, because of the automatic stay under Section 362 of the Bankruptcy Code, to continue to incur costs by providing labor and materials to the Debtors, without adequate assurance of future payment. Without assumption of the Siemens Contract and adequate assurance of future performance by the Debtors, Siemens will be unable to continue to provide labor and materials to the Debtors, Ms. Green avers. Siemens needs a greater degree of certainty in planning for labor and materials for future work on the contract. Due to the nature of the contract, Siemens needs a degree of certainty from the Debtor to plan and prepare for its ongoing work. The Siemens Contract is also crucial to the Debtors' operations in that it involves work that protects the Debtors' employees, customers and property, Ms. Green notes. The fire protection systems were recommended by consulting engineers of the Debtors to bring the Atlanta Airport facilities in compliance with building codes. In addition, the Debtors' insurance underwriters recommended that the work be done. Ms. Green contends that the Siemens Contract, a straightforward construction contract, is clearly an executory contract. The Debtors filed for Chapter 11 midway through the construction of the fire protection systems at the Atlanta airport. The Court will not have to engage in what can sometimes be a complex analysis of whether the Siemens Contract is truly an executory contract under Section 365 of the Bankruptcy Code, according to Ms. Green. 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. 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) EMPIRE FUNDING: Fitch Affirms BB Ratings on 2 Certificate Classes ----------------------------------------------------------------- Fitch Ratings has taken rating actions on these Empire Funding transactions: Series 1997-1: -- Classes A-4 and A-5 affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'. Series 1997-2: -- Classes A-5 and A-6 affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A-'. Series 1997-3: -- Class A-7 affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class B-1 affirmed at 'BBB'. Series 1997-4: -- Class A-5 affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class B-1 affirmed at 'BBB'. Series 1997-5: -- Class A-4 affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class B-1 affirmed at 'BBB'; -- Class B-2 affirmed at 'BB'. Series 1997-A: -- Class A-3 affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A-'; -- Class B affirmed at 'BBB+'. Series 1998-1: -- Class A-5 affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class B-1 affirmed at 'BBB'; -- Class B-2 rated 'BB' is removed from Rating Watch Negative and affirmed. Series 1998-2: -- Classes A-5 and A-6 affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class B-1 affirmed at 'BBB'. Series 1999-1: -- Class A-5 affirmed at 'AAA'; -- Class M-1 affirmed at 'AA'; -- Class M-2 affirmed at 'A'; -- Class B-1 affirmed at 'BBB'. The collateral consists primarily of closed-end, fixed-rate junior-lien loans with original loan-to-value ratios of greater than 100%. While losses to date as a percentage of the initial pool balance have been relatively high, excess spread is generally exceeding monthly losses and credit enhancement is generally at the target amounts. The pool factors of the transactions are currently all under 8%. The loans were originated or acquired by Empire Funding. Empire Funding filed for bankruptcy in May 2000. In January 2001, Ocwen Financial Corporation bought Empire Funding's assets. Ocwen is currently the primary servicer of the transactions. Ocwen is rated 'RSP2' by Fitch as a primary servicer. Over the past several years, the trustee has informed bondholders that the trusts were defendants in several putative class actions on behalf of plaintiff mortgage loan borrowers in several states. The plaintiffs allege that the originator of the mortgage loans charged fees and rates of interest in excess of the amounts allowed. To date, only a class action lawsuit filed in the state of Arkansas has been negotiated, and the final payment on that settlement was made in early 2005. The payment of the settlement was funded by distributions otherwise payable to the holders of the residual interests in the trusts and did not affect cash flow to the rated securities. Fitch is unable to predict the outcome of the remaining outstanding litigation or quantify the risk to the bondholders. Consequently, the rating actions above do not address the potential risk of bondholder loss due to any outstanding lawsuit. The affirmations affect approximately $67.4 million of outstanding certificates. Further information regarding current delinquency, loss, and credit enhancement statistics is available on the Fitch Web site at http://www.fitchratings.com/ ENRON CORP: Court Approves Pioneer Settlement Agreement ------------------------------------------------------- Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, tells the U.S. Bankruptcy Court for the Southern District of New York that on June 15, 2001, Enron Corp. issued a guaranty in favor of Pioneer Natural Resources (USA), Inc., wherein Enron guaranteed certain obligations of Enron North America Corp. and Enron North America Corp. Upstream, LLC, up to $5,000,000. ENA and Pioneer were parties to various prepetition confirmations evidencing commodity swap transactions while ENA Upstream and Pioneer were parties to a prepetition base contract for short- term sale and purchase of natural gas. Pioneer filed Claim No. 11927 against Enron for $5,000,000 based on its obligations under the Guaranty. On Nov. 24, 2003, Enron filed an adversary proceeding against Pioneer seeking to avoid that Guaranty. Settlement Agreement Following discussions, the parties have negotiated a settlement under which they have agreed that the Guaranty Claim will be allowed as a prepetition, general unsecured claim in Class 185 in an amount stipulated to by the parties. In addition, the Settlement provides that the Guaranty Avoidance Action will be dismissed, with prejudice and without costs to any party. Mr. Smith asserts that the Settlement will clearly benefit Enron Corp. and its creditors because it will avoid further litigation concerning the Guaranty, including the attendant litigation costs. At Enron's request, the Honorable Arthur Gonzalez approves the Settlement. 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) ENTERGY NEW ORLEANS: Moody's Withdraws Junk Ratings --------------------------------------------------- Moody's Investors Service withdrew the ratings of Entergy New Orleans, Inc., which filed a voluntary petition for protection under federal bankruptcy law on September 23, 2005 due to costs associated with Hurricane Katrina. The withdrawal of the ratings is in accordance with Moody's practice of withdrawing the debt ratings of issuers in bankruptcy. Ratings withdrawn include Entergy New Orleans': * Caa1 rating for senior secured debt; * Ca Issuer Rating; * C rating for preferred stock; and * the (P)Caa1 rating on the shelf registration for senior secured debt. Entergy New Orleans, Inc., headquartered in New Orleans, Louisiana, is a public utility subsidiary of Entergy Corporation, an integrated energy company that is temporarily headquartered in Clinton, Mississippi. ERA AVIATION: Case Summary & 23 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Era Aviation, Inc. 6160 Carl Brady Drive Anchorage, Arkansas 99502 Bankruptcy Case No.: 05-02265 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Era Aviation Investment Group, LLC 05-02266 Type of Business: The Debtor provides air cargo and package express services. See http://www.flyera.com/ Chapter 11 Petition Date: December 28, 2005 Court: District of Alaska (Anchorage) Judge: Donald MacDonald IV Debtors' Counsel: Cabot C. Christianson, Esq. Christianson & Spraker 911 West 8th Ave., Suite #302 Anchorage, AK 99501 Tel: (907) 258-6016 Estimated Assets Estimated Debts ---------------- --------------- Era Aviation, Inc. $10 Million to $10 Million to $50 Million $50 Million Era Aviation Investment $1 Million to $10 Million to Group, LLC $10 Million $50 Million A. Era Aviation, Inc.'s 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ SEACOR Holdings $1,900,000 460 Park Avenue New York, NY 10022 Premium Assignment Corp. $1,540,000 P.O. Box 3006 Tallahassee, FL 32315 Era FBO LLLC $772,634 6160 Carl Brady Drive Anchorage, AK 99503 Crowley Marine Services Inc. $113,403 P.O. Box 2930 Carol Stream, IL 60132-2930 Roger Shaw $67,860 6431 Regent Drive Anchorage, AK 99504 State of Alaska $59,416 P.O. Box 196960 Anchorage, AK 99519-6960 Premera Blue Cross of Alaska $57,370 7001 220th Street SW Mountlake Terrace, WA 98043 Focus Management Group $43,978 5001 West Lemon Street, Suite A Tampa, FL 33609 Dallas Airmotive Incorporated $27,290 P.O. Box 911322 Dallas, TX 75391-1322 Latham & Watkins $23,306 633 West Fifth Street, Suite 4000 Los Angeles, CA 90071-2007 United Technologies Pratt and Whitney $21,733 P.O. Box 360727 Pittsburgh, PA 15251-6727 Hamilton Sundstrand $17,948 Dept. Ch. 10214 Palatine, IL 60055-0214 CHT Aerospace $16,005 145 Chadwick Court Suite 310 North Vancouver, B C V7h 3k1 Canada Piedmont Aviation Comp Services $13,527 P.O. Box 5042 New York, NY 10163 Viking Air Limited $13,039 9574 Hampden Road Sidney, B C V8l 5v5 Canada Niacc-Avitech Technologies $12,435 2546 North Clovis Avenue Fresno, CA 93727 Flight Safety International Inc. $12,240 P.O. Box 75691 Charlotte, NC 28275 Arctic Information Technology $11,202 3601 C Street Suite 600b Anchorage, AK 99516 Bombardier Aerospace $10,146 3959 Collections Center Drive Chicago, IL 60693 Aviall Services Inc. $9,300 P.O. Box 671220 Dallas, TX 75267-1220 B. Era Aviation Investment Group, LLC's 3 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ CapitalSource Finance, LLC $14,500,000 445 Willard Avenue, 12th Floor Chevy Chase, MD 20815 SEACOR Holdings $1,900,000 460 Park Avenue New York, NY 10022 Latham & Watkins $250,000 633 West Fifth Street, Suite 4000 Los Angeles, CA 90071-2007 FEDERAL-MOGUL: Has Until April 1 to Make Lease-Related Decisions ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended the time within which Federal-Mogul Corporation and its debtor- affiliates may elect to assume or reject non-residential real property leases, through and including April 1, 2006. According to the Debtors, they time will be used to: (i) consolidate their facilities to eliminate redundancies and inefficiencies; and (ii) shift certain manufacturing efforts to portions of the country and the world more suitable to their businesses, consistent with the overall business plan. Headquartered in Southfield, Michigan, Federal-Mogul Corporation -- http://www.federal-mogul.com/-- is one of the world's largest automotive parts companies with worldwide revenue of some US$6 billion. The Company filed for chapter 11 protection on Oct. 1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, 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 listed US$10.15 billion in assets and US$8.86 billion in liabilities. At Dec. 31, 2004, Federal-Mogul's balance sheet showed a US$1.925 billion stockholders' deficit. At Mar. 31, 2005, Federal-Mogul's balance sheet showed a US$2.048 billion stockholders' deficit, compared to a US$1.926 billion deficit at Dec. 31, 2004. Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill, Bradford. (Federal-Mogul Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service, Inc., 215/945-7000) FIBREX CORDAGE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Fibrex Cordage LLC fka Wellington Cordage, LLC 1140 Monticello Road Madison, Georgia 30650-0244 Bankruptcy Case No.: 05-38080 Type of Business: The Debtor manufactures rope, cordage & nylon mason twine. See http://www.wellingtoninc.com/ Chapter 11 Petition Date: December 22, 2005 Court: Middle District of Georgia (Athens) Judge: Robert F. Hershner Jr. Debtor's Counsel: Alfred Saul Lurey, Esq. Colin Michael Bernardino, Esq. Kilpatrick Stockton LLP 1100 Peachtree Street, Suite 2800 Atlanta, Georgia 30309-4530 Tel: (404) 815-6500 Fax: (404) 815-6555 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Nantong Trade debt $380,067 9th Floor, No. 64 Tar Chen Street Taipei, PROC Invista S.A.R.L. Trade debt $144,617 P.O. Box 80723 Wilmington, DE 19880-0723 Plastican Packaging supplies $103,534 196 Industrial Drive Leominster, MA 01453-1662 Expeditors Int'l of Washington Freight $96,889 Proteus Design Inc. Professional fees $75,737 Design Packaging Inc. Packaging supplies $68,357 Rhodia Industrial Yarns AG Trade debt $63,326 Overnite Transportation Co. Freight $49,475 Saia Motor Freight Line Inc. Freight $46,280 Crow Group LLP Professional fees $45,710 GST Corporation Freight $45,238 Manner Resins Trade debt $42,585 Tillery Enterprises Packaging supplies $41,746 PMR Inc. Commissions $40,447 Roffelsen Plastics Trade debt $39,551 Pure Polymers, LLC Trade debt $37,642 Duke Power Company Utilities $31,399 Mid-American Machine, LLC $29,290 Mock Pallet Company Trade debt $24,448 United Parcels Service Freight $23,973 FIRST HORIZON: Fitch Rates $1 Mil. Class B-4 & B-5 Certs. at Low-B ------------------------------------------------------------------ Fitch rates First Horizon Asset Securities Inc. mortgage pass-through certificates, series 2005-8: -- $300.40 million class I-A-1 through A-11, I-A-PO, I-A-R, II-A-1, II-A-PO certificates 'AAA'; -- $6,531,000 class B-1 'AA'; -- $1,710,000 class B-2 'A'; -- $777,000 class B-3 'BBB'; -- $622,000 class B-4 'BB'; -- $467,000 class B-5 'B'. The class B-6 certificate is not rated by Fitch. The 'AAA' rating on the senior certificates reflects the 3.40% subordination provided by the 2.10% class B-1, 0.55% class B-2, 0.25% class B-3, 0.20% privately offered class B-4, 0.15% privately offered class B-5, and 0.15% privately offered class B-6 certificates. The ratings on the class B-1, B-2, B-3, B-4, and B-5 certificates are based on their respective subordination. Fitch believes the above credit enhancement will be adequate to support mortgagor defaults as well as bankruptcy, fraud, and special hazard losses in limited amounts. In addition, the ratings reflect the quality of the mortgage collateral, strength of the legal and financial structures, and the servicing capabilities of First Horizon Home Loan Corporation, currently rated 'RPS2' by Fitch. As of the cut-off date, Dec. 1, 2005, pool I consists of 466 conventional, fully amortizing, 30-year fixed-rate mortgage loans secured by first liens on one- to four-family residential properties, with an aggregate principal balance of $275,071,794. The average principal balance of the loans in this pool is approximately $590,283. The mortgage pool has a weighted average original loan-to-value ratio of 71.64%. The weighted average FICO score is approximately 742. The states that represent the largest portion of the mortgage loans are California, Virginia, Maryland, Washington, and Texas. All other states represent less than 5% of the pool as of the cut-off-date. As of the cut-off date, Dec. 1, 2005, pool II consists of 58 conventional, fully amortizing, 15-year fixed-rate mortgage loans secured by first liens on one- to four-family residential properties, with an aggregate principal balance of $35,903,807. The average principal balance of the loans in this pool is approximately $619,031. The mortgage pool has a weighted average OLTV of 68.91%. The weighted average FICO score is approximately 749. The states that represent the largest portion of the mortgage loans are Texas, Michigan, Maryland, Massachusetts, Arizona, Tennessee, California, North Carolina, and Pennsylvania. All other states represent less than 5% of the pool as of the cut-off-date. None of the mortgage loans are 'high cost' loans as defined under any local, state, or federal laws. For additional information on Fitch's rating criteria regarding predatory lending legislation, see the press release 'Fitch Revises Rating Criteria in Wake of Predatory Lending Legislation,' dated May 1, 2003, available on the Fitch Ratings Web site at http://www.fitchratings.com/ All of the mortgage loans were originated or acquired in accordance with First Horizon Home Loan Corporation's underwriting guidelines. The trust, First Horizon Mortgage Pass-Through Trust 2005-8, was created for the sole purpose of issuing the certificates. For federal income tax purposes, an election will be held to treat the trust as multiple real estate mortgage investment conduits. The Bank of New York will act as trustee. FLYI INC: Judge Walrath Approves Reclamation Claim Protocol ----------------------------------------------------------- FLYi, Inc., and its debtor-affiliates ordered a wide variety of goods for use in their operations on varying credit terms. As of the petition date, the Debtors have not yet received invoices on, or have paid for, these goods. The Debtors anticipate: -- to receive numerous written reclamation demands pursuant to Section 546(c) of the Bankruptcy Code from the sellers of the goods; and -- that a number of Sellers may attempt to interfere with the delivery of Goods to the Debtors after becoming aware of the Debtors' Chapter 11 filing. Hence, the Debtors seek the U.S. Bankruptcy Court for the District of Delaware's authority to adopt uniform procedures for the reconciliation and treatment of all asserted reclamation demands to avoid piecemeal litigation that would interfere with their reorganization efforts. "It is of paramount importance for the Debtors to maintain normal business operations and avoid costly and distracting litigation relating to reclamation demands," Brendan Linehan Shannon, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, explains. "If the Debtors are unable to establish and implement uniform procedures for reclamation demands, they will be faced with the prospect of simultaneously defending multiple reclamation adversary proceedings at a time when the Debtors need to focus on critical aspects of the reorganization process." The Debtors' proposed Reclamation Procedures provide that: (a) Any Seller asserting a reclamation demand must demonstrate that it has satisfied all requirements entitling it to a right of reclamation under applicable state law and Section 546(c)(1) of the Bankruptcy Code. (b) The Debtors will file, on or before April 6, 2006, a report on their: * position as to the validity of any written reclamation demand that the Debtors received on or prior to November 27, 2005; and * proposed treatment of any reclamation demands. The Report will be served on: 1. the United States Trustee; 2. counsel to the Official Committee of Unsecured Creditors; and 3. each Seller that is subject to the Report at the address indicated on its reclamation demand. (c) Each Notice Party will have 20 days to object to the Report, which must be served by the Debtors and their counsel, the Committee's counsel and the U.S. Trustee. (d) The Debtors will supplement its Report in the event any written reclamation demand is not included within 30 days from the date of discovery. The Supplemental Report must be served so as to be received by the Notice Parties. Each Notice Party will also have 20 days to object to the Supplemental Report. (e) The Report will be deemed final as to the validity and treatment of the reclamation demand in the absence of any objection. (f) If there is an Objection, the Debtors will attempt to reach a consensual resolution of that Objection. If no consensual resolution is reached within 60 days after the date of the Objection, unless the period is extended, the Debtors will then ask the Court to resolve the Objection. (g) The Debtors may negotiate with all Sellers to reach a settlement agreement. In the event that the Debtors and a Seller are able to settle on the treatment of the Seller's asserted reclamation demands, the Debtors will file a notice of settlement with the Court and serve the Settlement Notice on the committee's counsel, the U.S. Trustee, and the Seller. The Committee and the U.S. Trustee will have 10 days to object from the date of the Settlement Notice. (h) If no objection to a Settlement Notice is timely filed and served, the reclamation demand will be treated in accordance with the Settlement Notice upon filing a certification and entry of an order approving the treatment of the reclamation demand. If an objection is timely filed and served, the parties may negotiate a consensual resolution of the Objection to be incorporated in a stipulation filed with the Court. Upon filing a certification and entry of an order approving the stipulation, the reclamation demand will be treated in accordance with that Stipulation. If no consensual resolution of that Objection is reached within 30 days after the date of the Objection, unless the period is extended, the Debtors will then ask the Court to resolve the objection. (i) Nothing in the Reclamation Procedures will effect the automatic stay with respect to any Goods pursuant to Section 362(a) of the Bankruptcy Code, nor the procedures, standards, and burden of proof applicable or required pursuant to Section 362(a) to any attempt by a Seller to obtain possession of any of the Goods. No Seller will, without the Debtors' consent, be entitled to reclaim any Goods without filing a motion with the Court for relief from the automatic stay and except to extent that motion is granted, and the Debtors and all other parties-in- interest reserve all rights to object to that motion. Sellers will be prohibited from seeking stay relief with respect to any reclamation demand until the time a Report is filed by the Debtors with respect to the reclamation demand. Mr. Shannon emphasizes that the Reclamation Procedures would be the sole and exclusive method for the resolution and payment of reclamation demands asserted against the Debtors. Thus, the Debtors ask the Court to prohibit all Sellers from seeking any other means for the resolution or treatment of their reclamation demands, including commencing adversary proceedings against the Debtors, or interfering with the delivery of any Goods to the Debtors. Air Bus Objects Airbus North America Customer Services, Inc., objects to a provision in the procedures that any "seller asserting a reclamation demand must demonstrate that it has satisfied all requirements entitling it to a right of reclamation under applicable state law and Section 546(c)(1) of the Bankruptcy Code." Rebecca Booth, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, points out that under the revised Section 546(c)(1), the provision no longer requires that sellers demonstrate a right to reclamation demand under "any statutory or common law" provisions. The Revised Section 546(c)(1) not only eliminated the reference to state law but also expanded a seller's right to recover goods received to a 45-day period. For these reasons, Airbus asks the Court to direct the Debtors to revise the particular provision of their proposed Reclamation Procedures to reflect the mandates of the revised Bankruptcy Code. Debtors Reply Brendan Linehan Shannon, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, asserts that Airbus' objections should be overruled on these grounds: 1. Airbus' position requires the courts to create a body of federal common law with respect to reclamation; 2. Airbus has not cited to any legislative history evidencing that Congress intended to effect the dramatic departure from long-standing reclamation practice proposed by Airbus. Statutory interpretation dictates that courts should not hold that Congress created a dramatic change in a statutory scheme absent clear legislative history demonstrating such an intent; and 3. Because Section 546(c) continues to use the term "reclamation," statutory interpretation dictates that the term must be interpreted in accordance with state law, and a seller should only be given a right of reclamation under the Bankruptcy Code to the extent it has a right of reclamation under state law. * * * The Honorable Mary F. Walrath grants the Debtors' request. Any seller asserting a reclamation demand must demonstrate that it has satisfied all requirements entitling it to a right of reclamation under applicable state law and Section 546(c). For the avoidance of doubt, notwithstanding any applicable state law or other law, a seller, pursuant to Section 546(c)(1) of the Bankruptcy Code, may seek to reclaim goods received by the Debtors within 45 days before the Petition Date. 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: Panel Wants Otterbourg Steindler as Bankruptcy Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in FLYi, Inc. and its debtor-affiliates chapter 11 cases, seeks the U.S. Bankruptcy Court for the District of Delaware's permission to retain Otterbourg, Steindler, Houston & Rosen, P.C., to serve as its lead counsel, effective as of Nov. 15, 2005. The Committee selected Otterbourg because of the firm's extensive experience in and knowledge of business reorganizations under Chapter 11 of the Bankruptcy Code and its particular expertise in airline reorganizations. Hamish P. Davidson, chairperson of the Committee, believes that Otterbourg's members and associates do not have any connection with the Debtors, their creditors or any other party-in-interest, or their attorneys. Otterbourg is expected to: a. assist and advise the Committee in its consultation with the Debtors relative to the administration of the Debtors' cases; b. attend meetings and negotiate with the representatives of the Debtors; c. assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; d. assist the Committee in the review, analysis and negotiation of any plan(s) of reorganization or asset acquisition proposals that may be filed, and assist the Committee in the review, analysis and negotiation of the disclosure statement accompanying any plan(s) of reorganization; e. assist the Committee in the review, analysis, and negotiation of any financing agreements; f. take all necessary actions to protect and preserve the interests of the Committee, including: * possible prosecution of actions on its behalf; * if appropriate, negotiations concerning all litigation in which the Debtors are involved; and * if appropriate, review and analysis of claims filed against the Debtors' estates; g. generally prepare on behalf of the Committee all necessary motions, applications, answers, orders, reports and papers in support of positions taken by the Committee; h. appear, as appropriate, before the Court, the Appellate Courts, and the United States Trustee, and protect the interests of the Committee before those courts and before the United States Trustee; and i. perform all other necessary legal services in the Debtors' cases. Otterbourg will work closely with the Debtors' representatives and the Committee's other professionals to ensure that there is no unnecessary duplication of services performed or charged to the Debtors' estates. Otterbourg's attorneys and paraprofessionals will bill their time in one-tenth hour increments. The range of rates that Otterbourg currently charge, subject to adjustment, is: Designation Hourly Rate ----------- ----------- Partner/Counsel $450 - $725 Associate $240 - $525 Paralegal/Legal Assistant $175 - $195 Brett H. Miller, Esq., a member at Otterbourg, attests that the firm represents no adverse interest to the Committee, the Debtors and their estates, which would preclude it from acting as counsel to the Committee. 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: Washington Airports Want Claims Paid Before Asset Sale ---------------------------------------------------------------- As reported in the Troubled Company Reporter on Nov. 17, 2005, FLYi, Inc. and its debtor-affiliates asked the U.S. Bankruptcy Court for the District of Delaware to approve uniform bidding procedures designed to promote competitive bidding for investment or sale proposals with respect to their business and assets to maximize the value of their estates. As reported in the Troubled Company Reporter on Dec. 6, 2005, set an auction on Jan. 3, 2006, and an Approval Hearing on Jan. 5, 2006. Washington Airports Authority Objects Metropolitan Washington Airports Authority operates Reagan Washington National Airport and Washington Dulles International Airport. Prior to MWAA's creation, the Airports were operated by the Federal Aviation Administration. In 1986, the U.S. Congress authorized the FAA to transfer the responsibility for the operation of the Airports to MWAA. MWAA and Independence Air, Inc., are parties to several executory contracts and unexpired leases governing the airline's operations at Dulles. These agreements include: * Airport Use Agreement and Premises Lease, dated March 1, 1990, Agreement No. 4-90-A040, subject to separate written amendments numbered 1 through 31; * Permit No. B-04-20SB to Use Authority Premises in Midfield Terminal - Concourse B at Dulles, dated January 26, 2005; * Ground Lease to Design, Construct, Operate and Maintain an Aircraft Maintenance Facility at Dulles, dated June 23, 1997, Lease No. MWAA-LD-97-04; * Cargo Building Lease at Dulles, dated as of October 1, 1992, Lease No. MWAA-LD-93-02; and * Land Lease at Dulles, dated March 8, 2004, Lease No. MWAA- LD-04-02, or the Ground Equipment Storage Lease. Accordingly, MWAA asks the Court to: -- sustain its objection; -- rule that under applicable law the Debtors may not assume and assign any of the Contracts without its prior written consent: -- require the Debtors to provide immediate notice to MWAA of all prospective purchasers of assets and investors together with a copy of the Qualified Bidders' Qualified Bids and all financial information provided to Debtors by the Qualified Bidders; -- provide an adequate opportunity for MWAA to analyze those information and make inquiry of the Qualified Bidders to permit MWAA to provide its prior, express written consent to the proposed transaction and Qualified Bidder, allowing MWAA's cure claim; and -- require that the claim be paid in full in cash at or before closing of the contemplated transaction, or on other terms as MWAA may consent in its sole and absolute discretion. 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) GB HOLDINGS: Committee Wants to Hire Mesirow as Financial Advisors ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of GB Holdings, Inc., asks the U.S. Bankruptcy Court for the District of New Jersey for permission to retain Mesirow Financial Consulting, LLC, as its financial advisors, nunc pro tunc to Nov. 29, 2005. Mesirow Financial will: a) review the Debtor's financial information, including, but not limited to, analyses of cash receipts and disbursements, financial statement items and proposed transactions for which Bankruptcy Court approval is sought; b) review and analysis of reporting concerning cash collateral and any debtor-in-possession financing arrangements and budgets; c) assist with various tasks directly related to ACE or the Sands Casino. Such services may include, but not necessarily be limited to, the following: i) assisting in assessing the current financial condition and present and/or past operating performance; ii) analysis and evaluation of financial projections, budgets and business plan(s); iii) analysis of competitive position within the Atlantic City gaming market; and iv) preparation of an enterprise valuation analysis. d) advice and assist to the Committee in matters relating to the Debtor's motion to auction its holdings in ACE s common stock; e) assist with respect to analyzing plan(s) of reorganization sponsored by the Debtor and assess the impact of such reorganization plan(s) on creditor recoveries; f) assist in evaluating reorganization strategy and alternatives available to the Committee; g) provide analysis in asset and liquidation valuations preformed by the Debtor and/or its advisors; h) assist in preparing documents necessary for confirmation; i) advice and assist to the Committee in connection with negotiations and meetings with the Debtor and other constituents in this Chapter 11 case; j) advice and assist on the tax consequences of proposed plan(s) of reorganization; k) provide testimony with regards to feasibility issues; l) assist with the identification and analysis of Debtor's prepetition asset transfers for potential avoidance actions; m) provide litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions or other matters; and n) provide other functions as requested by the Committee or its counsel to assist the Committee in these Chapter 11 cases. Jeffrey R. Truitt, Mesirow Financial's senior managing director, discloses the firm's professionals hourly rates: Designation Hourly Rate ----------- ----------- Senior Managing Directors $590 - $650 and Managing Directors Senior Vice Presidents $480 - $570 Vice Presidents $390 - $450 Senior Associates $300 - $360 Associates $190 - $270 Paraprofessionals $140 Mr. Truitt assures the Court that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. 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. GSR MORTGAGE: Fitch Assigns Low-B Ratings on $3.6-Mil Class Certs. ------------------------------------------------------------------ Fitch rates GSR Mortgage Loan Trust, series 2005-9F, residential mortgage pass-through certificates: -- $816.9 million classes 1A-1 through 1A-16, 2A-1 through 2A-8, 3A-1 through 3A-3, 4A-1, 4A-2, 5A-1, 5A-2, 6A-1, 6A-2, 7A-1, 7A-2, 1A-P, 2A-P, 1A-X, and 2A-X 'AAA'; -- $16,949,000 classes 1-B1 and 2-B1 'AA'; -- $5,353,000 classes 1-B2 and 2-B2 'A'; -- $3,293,000 classes 1-B3 and 2-B3 'BBB'; -- $2,264,000 classes 1-B4 and 2-B4 'BB'; -- $1,372,000 classes 1-B5 and 2-B5 'B'. The mortgage loan pool is divided into three tracks. The 'AAA' rating on the senior certificates for track 1 reflects the 3.75% subordination provided by the 2.10% class 1-B1, 0.60% class 1-B2, 0.40% class 1-B3, 0.25% privately offered class 1-B4, 0.15% privately offered class 1-B5, and 0.25% privately offered class 1-B6 (not rated by Fitch). The 'AAA' rating on the senior certificates for track 2 reflects the 4.10% subordination provided by the 1.85% class 2-B1, 0.90% class 2-B2, 0.40% class 2-B3, 0.40% privately offered class 2-B4, 0.25% privately offered class 2-B5, and 0.30% privately offered class 2-B6 (not rated by Fitch). Track 3 is a Re-Remic. The 'AAA' rating on the senior certificates for track 3 reflects the 'AAA' rating on the Underlying MBS, GSR 2004-2F Class 6A-1, rated 'AAA' by Fitch. The ratings also reflect the quality of the underlying collateral, the strength of the legal and financial structures, and the master servicing capabilities of Wells Fargo Bank, N.A., which is rated 'RMS1' by Fitch. This transaction contains certain classes designated as exchangeable certificates and others as regular certificates. Classes 1A-1, 1A-6, 1A-7, 1A-11, 2A-1, 2A-3, and 3A-3 are the exchangeable certificates. Classes 1A-8, 1A-9, 1A-10, 1A-12, 1A-13, 1A-14, 1A-15, 2A-2, 2A-4, 2A-5, 2A-6, 2A-7, 2A-8, 3A-1, and 3A-2 are the regular certificates. All or a portion of certain classes of offered certificates may be exchanged for a proportionate interest in the related exchangeable certificates. All or a portion of the exchangeable certificates may also be exchanged for the related offered certificates in the same manner. This process may occur repeatedly. The classes of offered certificates and of exchangeable certificates that are outstanding at any given time, and the outstanding principal balances and notional amounts of these classes, will depend upon any related distributions of principal, as well as any exchanges that occur. Offered certificates and exchangeable certificates in any combination may be exchanged only in the proportions shown in the governing documents. Holders of exchangeable certificates will be the beneficial owners of a proportionate interest in the certificates in the related combination group and will receive a proportionate share of the distributions on those certificates. On each distribution date when exchangeable certificates are outstanding, principal distributions from the applicable related certificates are allocated to the related exchangeable certificates that are entitled to principal. The payment characteristics of the classes of exchangeable certificates will reflect the payment characteristics of their related classes of regular certificates. Track 1 consists of groups 1 through 3, which are cross-collateralized and pay interest and/or principal to respective classes of senior certificates. Track 2 consists of groups 4 through 6, which are cross-collateralized and pay interest and/or principal to respective classes of senior certificates. The subordinate certificates are not cross-collateralized and will receive interest and principal from available funds collected in each of their respective mortgage pools. As of the cut-off date (Dec. 1, 2005), track 1 consists of 1246 fixed-rate mortgage loans, which have both 15 and 30-year amortization terms, with an approximate balance of $685,546,253. The mortgage pool has an average unpaid principal balance of $550,198 and a weighted average FICO score of 740. The weighted average amortized current loan-to-value ratio is 70.9%. Rate/Term and cash-out refinances represent 19.2% and 32.5%, respectively, of the mortgage loans. The states that represent the largest geographic concentration of mortgaged properties are California and New York. All other states comprise fewer than 5% of properties in the pool. As of the cut-off date (Dec. 1, 2005), track 2 consists of 317 fixed-rate mortgage loans, which have 30-year amortization terms, with an approximate balance of $137,856,459. The mortgage pool has an average unpaid principal balance of $434,878 and a weighted average FICO score of 739. The weighted average amortized CLTV ratio is 70.2%. Rate/Term and cashout refinances represent 13.9% and 34.7%, respectively, of the mortgage loans. The states that represent the largest geographic concentration of mortgaged properties are California and Virginia. All other states comprise fewer than 5% of properties in the pool. None of the mortgage loans are 'high cost' loans as defined under any local, state, or federal laws. For additional information on Fitch's rating criteria regarding predatory lending legislation, please see the press release issued May 1, 2003 'Fitch Revises Rating Criteria in Wake of Predatory Lending Legislation,' available on the Fitch Ratings Web site at http://www.fitchratings.com/ GS Mortgage Securities Corp. purchased the mortgage loans from each seller and deposited the loans in the trust, which issued the certificates, representing undivided and beneficial ownership in the trust. For federal income tax purposes, the securities administrator will cause multiple real estate mortgage investment conduit elections to be made for the trust. Wells Fargo Bank, N.A. will act as securities administrator and U.S. Bank, N.A. will serve as the trustee. HANDEX GROUP: Files Schedules of Assets and Liabilities ------------------------------------------------------- Handex Group, Inc., delivered its Schedules of Assets and Liabilities to the U.S. Bankruptcy Court for the Middle District of Florida, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $18,198,122 C. Property Claimed as Exempt D. Creditors Holding $25,352,625 Secured Claims E. Creditors Holding 26,468 Priority Unsecured Claims F. Creditors Holding 10,516,295 Non-Priority Unsecured Claims ----------- ----------- Total $18,198,122 $35,895,389 Headquartered in Mount Dora, Florida, Handex Group Inc. -- http://www.handex.com/-- and its affiliates help companies solve environmental issues. The Debtors offer management and consulting services, which include remediation, regulatory support, risk management, waste minimalization, health and safety training, data support, engineering and construction services. The Debtors filed for chapter 11 protection on Nov. 23, 2005 (Bankr. M.D. Fla. Case No. 05-17617). R. Scott Shuker, Esq., and Mariane L. Dorris, Esq., at Gronek & Latham LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed estimated assets and debts of $10 million to $50 million. HILTON HOTELS: Acquisition Plan Prompts Fitch's Negative Watch -------------------------------------------------------------- Fitch Ratings has placed the ratings of Hilton Hotels Corporation on Negative Watch following the company's announcement that it plans to acquire the lodging assets of Hilton Group plc for approximately $5.71 billion in an all-cash transaction. The ratings affected are the 'BBB-' senior unsecured credit facility, the 'BBB-' senior unsecured notes, and the commercial paper rating of 'B'. The transaction and related costs will be funded with: * $1.2 billion of cash on hand, * a new $5.5 billion credit facility, and * $130 million of assumed debt. Hilton's resulting credit profile will be much weaker, with estimated 2005 adjusted debt to EBITDA in excess of 5 times and EBITDA to interest well below 4x. Upon completion of the transaction, Hilton's portfolio will consist of approximately 2,750 properties and 472,000 rooms. Nearly 43% of Hilton's pro forma $1.5 billion EBITDA will be derived from owned properties: * 33% from managed and franchised properties, * 16% from leased properties, and * 8% from timeshare properties. The transaction is expected to close in the first quarter of 2006, at which time Fitch plans to resolve the Negative Watch. HILTON HOTELS: Lodging Asset Purchase Prompts S&P's Negative Watch ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its ratings on Hilton Hotels Corp. and Hilton Group PLC would remain on CreditWatch with negative implications where they were placed on Oct. 14, 2005. However, S&P has determined that if Hilton's acquisition of the lodging assets of Hilton Group PLC closes in accordance with the terms that were announced, Hilton is expected to be downgraded to 'BB' from 'BBB-'. The outlook would be stable. Hilton announced today that it would acquire Hilton International's lodging assets from Hilton Group PLC, paying $5.7 billion in cash, plus the assumption of debt and operating leases at HI. Hilton Group PLC's CreditWatch listing would be resolved at a future date following a review of the company's operating and financing strategies. The expected downgrade would reflect substantially higher debt levels following the close of the transaction, and incorporates the expectation that Hilton would assume fixed operating lease obligations of HI, the present value of which is more than $2 billion. Hilton's total lease adjusted debt is expected to be about $11 billion and the company's lease adjusted leverage is expected to rise to above 6x, which is weak for the 'BB' rating, before declining in subsequent years. Standard & Poor's expects Hilton to repay meaningful levels of debt over the next two years primarily from the proceeds of sales of owned hotels at HI, reducing leverage to an appropriate level for the expected new ratings level, which is the low-5x area. Hilton has a good track record of repaying debt following sizable acquisitions, such as what occurred in the years following its 1999 purchase of Promus Hotel Corp. The acquisition of HI adds geographic diversity to the company's hotel portfolio and represents an opportunity to implement a global growth strategy for its brands. However, the combined hotel portfolio is expected to retain significant exposure to the lodging cycle and given our expectations for cash flow and asset sale proceeds, it will likely take at least three years before credit measures improve to a level that would support a 'BB+' rating. The new ratings will provide room for some variability in lodging industry performance during this time frame. However, if over the next few years, Hilton successfully sells assets and meaningfully reduces leverage, and the outlook for the lodging industry remains healthy, Standard & Poor's would consider a positive outlook. HILTON HOTELS: Moody's Reviews Pref. Debt Shelf's (P)Ba2 Rating --------------------------------------------------------------- Moody's Investors Service placed Hilton Hotels Corporation's (HHC) ratings on review for possible downgrade. The rating action was prompted by the company's announcement that it had reached agreement to acquire the lodging assets of Hilton Group plc (known as Hilton International) for approximately GBP3.30 billion or US$5.71 billion at an exchange rate of $1.73:GBP1 in an all cash transaction. The transaction is expected to be financed with cash on hand and new bank facilities. Closing of the acquisition is expected to occur in the first quarter of 2006 and is subject to a number of conditions, including regulatory clearance and approval of Hilton Group shareholders. The review of HHC's ratings will focus on key rating factors for lodging companies including: * market position, * diversification, * profitability, * cash flow, * leverage, * financial policy, and * liquidity. HHC will improve its ranking on several of these factors, particularly market position and diversification. However, pro- forma leverage (debt, adjusted for operating leases, to EBITDA) will increase to above 5.0x which is outside the appropriate range for the current rating. Thus, a key rating consideration will be the company's ability to reduce debt within a reasonable time frame. Ratings placed on review for possible downgrade: * Commercial paper at Prime-3 * Senior unsecured notes at Baa3 * Senior unsecured, subordinate and preferred debt shelf at (P)Baa3, (P)Ba1, (P)Ba2, respectively Hilton Hotels Corporation, based in Beverly Hills, California, is a leading hotel company that owns, manages or franchises more than 2,300 hotels, resorts and vacation ownership properties. HHC generated revenues of $4.1 billion during its 2004 fiscal year. Hilton International, an operating division of Hilton Group plc, operates 545 hotels. HORIZON NATURAL: Liquidating Trustee Settles Suit Against MMI ------------------------------------------------------------- Geoffrey L. Berman, the liquidating Trustee of the HNR Liquidating Trust, the successor-in-interest to Horizon Natural Resources Co., asks the U.S. Bankruptcy Court for the Eastern District of Kentucky, Ashland Division, to approve a settlement agreement with Mining Machinery Inc. The Trustee commenced a suit against Mining Machinery seeking to recover preferential transfers totaling $10,689,863. Under the settlement, Mining Machinery will pay the Trustee $975,000. The Trustee says that the payment will allow for more distributions to the estate's unsecured creditors. Headquartered in Ashland, Kentucky, Horizon Natural Resources f/k/a AEI Resources Holding, is one of the United States' largest producers of steam (bituminous) coal. The Company filed for chapter 11 protection on February 28, 2002 (Bankr. E.D. Ky. Case No. 02-14261). Ronald E. Gold, Esq., at Frost Brown Todd LLC, represents the Debtor in its restructuring efforts. When the Company filed for protection from its creditors, it listed over $100 million in total assets and total debts. On Sept. 16, 2005, the Court confirmed the Debtors' Plan of Liquidation. IDYIA INC: Files Notice of Intention Under BIA in Canada -------------------------------------------------------- IDYIA Innovations Inc. reported that its wholly owned subsidiary and primary asset, IDYIA Inc. filed on Dec. 30, 2005, a notice of intention to make a proposal pursuant to the Bankruptcy and Insolvency Act. IDYIA Inc. is no longer able to meet its obligations generally as they become due and its obligations to its principal banker are guaranteed by the company. The company has requested a suspension of trading of its shares on the TSX Venture Exchange. IDYIA Inc. -- http://www.idyia.com/-- is a Canadian-based technology company offering outsourced business solutions to its clientele across North America since 1972. As leading provider of Managed Hosting Services, IDYIA specializes in managing complex applications and networks. Business solutions offered include Managed Hosting, Data Storage, VoIP, Network Security, Business Continuity Planning, Vulnerability Testing, and Disaster Recovery. IDYIA's Data Center is designed to provide the highest industry standard of 99.999% (Five-9) uptime to its customers within the business community. INTEGRATED HEALTH: IRS Says $27 Mil. Claim Was Inadvertently Filed ------------------------------------------------------------------ As reported in the Troubled Company Reporter on November 10, 2005, the United States Department of the Treasury, Internal Revenue Service, filed Claim No. 2316 against VTA for $26,715,261, representing Federal employment tax assessments for the years 1990 through 1995, plus interest. The Claim asserted an unsecured, non-priority status. In August 2005, the IRS filed Claim No. 14146, purporting to amend Claim No. 2316. Claim No. 14146 asserts: * an unsecured priority claim against VTA for $26,714,499; and * a general unsecured claim for $762, based on the same disputed tax assessments that are the subject of the District Court Action. In 1997, Integrated Health Services, Inc., and HealthSouth Corporation entered into a purchase agreement whereby IHS acquired the stock of VTA Management Services, Inc. VTA was a management consulting company that provided licensed physical therapists, occupational therapists and speech pathologists to nursing homes, schools, hospitals and similar facilities with temporary or supplemental staffing needs. U.S. Government Responds On October 31, 2005, IHS Liquidating LLC filed an objection to Claim No. 14146 filed by the Internal Revenue Service on the basis that it was filed after the bar date. Claim No. 14146 is a claim for unpaid employment taxes of VTA Management Services, Inc., Case No. 00-818. It consists of a priority claim for $26,714,499 and a general claim for $762. It purports to be Amendment No. 1 to IRS' Claim No. 2316, dated June 6, 2000. Accordingly, the IRS agrees that Claim No. 14146 should be expunged as inadvertently filed. Stuart M. Fischbein, Esq., trial attorney for the Tax Division of the U.S. Department of Justice, in Washington, D.C., informs the Court that the IRS uses an automated proof of claim system that automatically files proofs of claim after they are printed. In IHS' case, the Bankruptcy Specialist in the Insolvency Unit of the IRS failed to put a date in a field that was necessary to prevent the automatic mailing of Claim No. 14146 to the IHS Debtors' claims agent. As a result, the system printed and re-dated Claim No. 14146 with the current date and mailed it to the claims agent without the Bankruptcy Specialist's knowledge. Mr. Fischbein maintains that the IRS did not intend to file Claim No. 14146. As a result of a review of the liabilities in Claim No. 14146, the Bankruptcy Specialist has prepared a draft Second Amendment to Claim No. 2316 that reduces the priority portion of Claim No. 14146 to $13,813,502, Mr. Fischbein tells the Court. IHS Liquidating intends to file the Second Amendment early next year. Accordingly, the IRS withdraws Claim No. 14146. Integrated Health Services, Inc. -- http://www.ihs-inc.com/-- operated local and regional networks that provide post-acute care from 1,500 locations in 47 states. The Company and its 437 debtor-affiliates filed for chapter 11 protection on February 2, 2000 (Bankr. Del. Case No. 00-00389). Rotech Medical Corporation and its direct and indirect debtor-subsidiaries broke away from IHS and emerged under their own plan of reorganization on March 26, 2002. Abe Briarwood Corp. bought substantially all of IHS' assets in 2003. The Court confirmed IHS' Chapter 11 Plan on May 12, 2003, and that plan took effect September 9, 2003. Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D. Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP, represent the IHS Debtors. On September 30, 1999, the Debtors listed $3,595,614,000 in consolidated assets and $4,123,876,000 in consolidated debts. (Integrated Health Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service, Inc., 215/945-7000) INTEGRATED HEALTH: Wants Removal Period Extended to March 6 ----------------------------------------------------------- IHS Liquidating LLC seeks an extension of the period within which it may file notices of removal with respect to civil actions pending on the Petition Date, through and including March 6, 2006. According to Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, IHS Liquidating is still in the process of investigating disputed claims against the IHS Debtors, some of which are the subject of actions currently pending in the courts of various states and federal districts to determine which of these Prepetition Actions will be litigated and whether they should be removed pursuant to Rule 9027(a) of the Federal Rules of Bankruptcy Procedure. Mr. Brady notes that IHS Liquidating has already resolved many of these Prepetition Actions through the claims reconciliation process. However, IHS Liquidating anticipates that removal may be appropriate with respect to certain of the unresolved Prepetition Actions. IHS Liquidating believes it is prudent to preserve the IHS Debtors' Chapter 11 estates' right to seek removal until IHS Liquidating has completed its analysis of the Prepetition Actions. The extension sought will give IHS Liquidating an opportunity to make more fully informed decisions concerning the removal of each Prepetition Action and will assure that IHS Liquidating does not forfeit the valuable rights afforded to it under Section 1452 of the Judiciary Code, Mr. Brady tells Judge Walrath. The Court will hold a hearing to consider IHS Liquidating's request on January 23, 2006, at 10:30 a.m. By application of Del.Bankr.L.R. 9006-2, IHS Liquidating's Removal Period is automatically extended until the Court rules on the request. Integrated Health Services, Inc. -- http://www.ihs-inc.com/-- operated local and regional networks that provide post-acute care from 1,500 locations in 47 states. The Company and its 437 debtor-affiliates filed for chapter 11 protection on February 2, 2000 (Bankr. Del. Case No. 00-00389). Rotech Medical Corporation and its direct and indirect debtor-subsidiaries broke away from IHS and emerged under their own plan of reorganization on March 26, 2002. Abe Briarwood Corp. bought substantially all of IHS' assets in 2003. The Court confirmed IHS' Chapter 11 Plan on May 12, 2003, and that plan took effect September 9, 2003. Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D. Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP, represent the IHS Debtors. On September 30, 1999, the Debtors listed $3,595,614,000 in consolidated assets and $4,123,876,000 in consolidated debts. (Integrated Health Bankruptcy News, Issue No. 99; Bankruptcy Creditors' Service, Inc., 215/945-7000) JP MORGAN: Fitch Puts Low-B Ratings on $255,700 Cert. Classes ------------------------------------------------------------- J.P. Morgan Mortgage Trust $1.319 billion mortgage pass-through certificates, series 2005-S3 are rated by Fitch Ratings: * Aggregate pool -- $1,111,034,995 classes 1-A-1 through 1-A-22, 2-A-1 through 2-A-3, A-X, A-P, and A-R (senior classes) 'AAA'. * Pool 3 -- $126,380,355 privately offered classes 3-A-1 through 3-A-3 and the 3-A-R senior classes 'AAA'; -- $639,253 privately offered class 3-B-1 certificates and the class 3-B-2 certificates $255,701 'AA'; -- $191,775 privately offered class 3-B-3 certificates 'BBB'; * $127,850 privately offered class 3-B-4 certificates 'BB'; * $127,850 privately offered class 3-B-5 certificates 'B'. The 'AAA' rating on the aggregate pool (pool 1 and 2) senior classes reflects the 3.50% subordination provided by the 1.60% class B-1, the 0.70% class B-2, the 0.40% class B-3, the 0.30% privately offered class B-4, the 0.30% class B-5, and the 0.20% B-6 certificates. Class B-1 through B-3 certificates and the privately offered class B-4 through B-6 certificates are not rated by Fitch. The 'AAA' rating on the pool 3 senior class reflects the 1.15% subordination provided by the 0.50% class 3-B-1, the 0.20% class 3-B-2, the 0.15% class 3-B-3, the 0.10% class 3-B-4, the 0.10% class 3-B-5, and the 0.10% class 3-B-6 certificates. The privately offered class 3-B-6 certificates are not rated by Fitch. Fitch believes the above credit enhancement will be adequate to support mortgagor defaults as well as bankruptcy, fraud, and special hazard losses in limited amounts. In addition, the ratings also reflect the quality of the underlying mortgage collateral, strength of the legal and financial structures, and the master servicing capabilities of Wells Fargo Bank, N.A., which is rated 'RMS1' by Fitch. As of the cut-off date (Dec. 1, 2005) the assets of the trust consisted of three mortgage pools. These pools have further been aggregated into two groups: aggregate pool, consisting of mortgage pools 1 and 2; and pool 3. Aggregate pool (pool 1 and 2) and pool 3 have their own subordinations. Wachovia Bank, N.A. will serve as trustee. J.P. Morgan Acceptance Corporation I, a special purpose corporation, deposited the loans in the trust, which issued the certificates. For federal income tax purposes, the trustee will elect to treat all or portion of the assets of the trust funds as comprising multiple real estate mortgage investment conduits. JP MORGAN: Fitch Rates $78.7 Million Class Certificates at Low-B ---------------------------------------------------------------- J.P. Morgan Chase Commercial Mortgage Series Corp., series 2005-LDP5, commercial mortgage pass-through certificates are rated by Fitch: -- $250,560,000 class A-1 'AAA'; -- $200,000,000 class A-2FL 'AAA'; -- $297,502,000 class A-2 'AAA'; -- $171,451,000 class A-3 'AAA'; -- $1,395,870,000 class A-4 'AAA'; -- $169,455,000 class A-SB 'AAA'; -- $453,075,000 class A-1A 'AAA'; -- $4,197,019,779 class X-1 'AAA'; -- $4,112,657,000 class X-2 'AAA'; -- $419,702,000 class A-M 'AAA'; -- $299,038,000 class A-J 'AAA'; -- $26,231,000 class B 'AA+'; -- $73,448,000 class C 'AA'; -- $41,970,000 class D 'AA-'; -- $20,985,000 class E 'A+'; -- $52,463,000 class F 'A'; -- $36,724,000 class G 'A-'; -- $52,463,000 class H 'BBB+'; -- $41,970,000 class J 'BBB'; -- $62,955,000 class K 'BBB-'; -- $26,232,000 class L 'BB+'; -- $15,739,000 class M 'BB'; -- $15,738,000 class N 'BB-'; -- $5,247,000 class O'B+'; -- $5,246,000 class P 'B'; -- $10,493,000 class Q 'B-'; -- $52,462,779 class not rated (NR); -- $27,000,000 class HG-1 'NR'; -- $24,000,000 class HG-2 'NR'; -- $40,800,000 class HG-3 'NR'; -- $32,400,000 class HG-4 'NR'; -- $5,800,000 class HG-5 'NR'. Classes A-1, A-2FL, A-2, A-3, A-4, A-SB, A-1A, X-2, A-M, A-J, B, C, D, E, and F are offered publicly, while classes X-1, G, H, J, K, L, M, N, O, P, Q, NR, HG-1, HG-2, HG-3, HG-4 and HG-5 are privately placed pursuant to rule 144A of the Securities Act of 1933. The certificates represent beneficial ownership interest in the trust, primary assets of which are 195 fixed-rate loans having an aggregate principal balance of approximately $4,197,019,779 as of the cut-off date. For a detailed description of Fitch's rating analysis, please see the report titled 'J.P. Morgan Chase Commercial Mortgage Series Corp., Series 2005-LDP5,' dated Dec. 8, 2005, and available on the Fitch Ratings Web site at http://www.fitchratings.com/ KONA PARTNERS: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Kona Partners, L.P. 1545 North Lee Trevino El Paso, Texas 79936 Bankruptcy Case No.: 05-40145 Chapter 11 Petition Date: December 29, 2005 Court: Western District of Texas (El Paso) Judge: Larry E. Kelly Debtor's Counsel: Wiley France James, III, Esq. James, Goldman & Haugland, P.C. P.O. Box 1770 El Paso, Texas 79949-1770 Tel: (915) 532-3911 Fax: (915) 541-6440 Total Assets: $1,087,226 Total Debts: $585,149 Debtor's 4 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ City of El Paso Taxes Unknown Two Civic Center El Paso, TX 79901 El Paso County Tax Taxes Unknown Assessor/Collector P.O. Box 2992 El Paso, TX 79999 El Paso Central Appraisal Notice only Unknown District 5801 Trowbridge El Paso, TX 79925 James, Goldman & Haugland, PC. Attorney fees Unknown P.O. Box 1770 El Paso, TX 79949-1770 LEGACY ESTATE: Growers Want their Own Committee ----------------------------------------------- Rodgers Creek Vineyard, LLC, a creditor in The Legacy Estate Group, LLC's chapter 11 case, asks the U.S. Bankruptcy Court for the Northern District of California to appoint an Official Committee of Growers pursuant to Section 1102(a)(2) of the Bankruptcy Code. Rodgers Creek tells the Court that an additional committee is necessary since the claims of growers represent a significant portion of the Debtor's prepetition debt and may conflict with other claims in the Debtor's chapter 11 case. Mark Couchman, managing member at Rodgers Creek, tells the Court that the growers are owed about $5.1 million. Mr. Couchman says that the growers have claims which conflict with other creditors in the case based upon the lien provided producers of agricultural product pursuant to Section 55631 of the California Food and Agricultural Code. Mr. Couchman relates that the lien is problematic due to the process by which the product is produced from the grapes supplied. Mr. Couchman discloses that the growers holding the largest claims have met and conferred and expressed their desire to serve on a committee established for them. Headquartered in Saint Helena, California, The Legacy Estate Group LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey Winery, which produces a range of red, white, and dessert wines. Legacy Estate and Connaught Capital Partners, LLC, filed for chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif. Case No. 05-14659). John Walshe Murray, Esq., Lovee Sarenas, Esq., and Robert A. Franklin, Esq., at Law Offices of Murray and Murray 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 between $50 million and $100 million. MCI INC: Gets Court Nod to Distribute Verizon Common Stock ---------------------------------------------------------- As reported in the Troubled Company Reporter on Dec. 21, 2005, five parties objected to WorldCom Inc.'s request to distribute Verizon common stock pursuant to the Merger Consideration: 1. Teleserve Systems, Inc.; 2. Communications Network International, Ltd.; 3. Liquidity Solutions, Inc.; 4. Rick Drew; and 5. TMB Communications, Inc., and Frank and Janice Mitchell. The Objectors argue that they are entitled to a $5.60 Special Dividend paid to shareholders who held MCI common stock on the Record Date. The Objectors further argue that the Debtors' failure to distribute stock valued at $26 per share renders the Plan unfair and discriminatory because other creditors will have received that greater amount. As previously reported, MCI, Inc., intended to merge with Eli Acquisition, LLC, a wholly owned subsidiary of Verizon Communications, Inc. As a result of the Merger, MCI will become a wholly owned subsidiary of Verizon. The MCI shareholders approved the Merger on October 6, 2005. The Merger also required the approval of various regulatory authorities. The United States Department of Justice and the Federal Communications Commission have already provided their approval. The Plan Consideration The Plan classifies the claimants into 15 classes and various sub- classes. The Claimants in classes 5, 6, 6A, 6B, 11, 12 and 13 are to receive a portion of the consideration payable to them under the Plan in the form of shares of the MCI common stock. The Merger Consideration The Merger provides that at the Closing, each issued and outstanding share of MCI common stock will be converted into: (i) the right to receive 0.5743 shares of Verizon common stock; plus (ii) if the average trading price for Verizon's common stock is less than $35.52 over the 20 trading days ending on the third trading day prior to closing, additional Verizon common stock or cash in an amount sufficient to assure that the merger consideration is at least $20.40 per share. * * * The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the Southern District of New York overrules Rick Drew's objection in all respects. The Court overrules, without prejudice to their refilling, all other objections, responses and requests not withdrawn or resolved. Judge Gonzalez authorizes the Debtors to distribute to each claimant who would otherwise be entitled to receive MCI common stock pursuant to the Plan, the amount of the Merger Consideration. 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) * * * As reported in the Troubled Company Reporter on Feb. 22, 2005, Standard & Poor's Ratings Services placed its ratings of Ashburn, Virginia-based MCI Corp., including the 'B+' corporate credit rating, on CreditWatch with positive implications. The action affects approximately $6 billion of MCI debt. METABOLIFE INT'L: Creditors Must File Proofs of Claim by Jan. 17 ---------------------------------------------------------------- The United States Bankruptcy Court for the Southern District of California, set January 17, 2006, as the deadline for all creditors owed money by Metabolife International, Inc., and its debtor-affiliate, on account of claims arising prior to June 30, 2005, to file their proofs of claim. Creditors must file written proofs of claim on or before the January 17 Claims Bar Date and those forms must be delivered to: Clerk of the U.S. Bankruptcy Court 325 West F Street San Diego, California 92101 with copies to: Ephedra Claim Administrator Allen Matkins Leck Gamble & Mallory LLP 501 W. Broadway, 15th Fl. San Diego, California 92101 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. METABOLIFE INT'L: US Trustee Appoints 5-Member Retailers Committee ------------------------------------------------------------------ Steven Jay Katzman, the United States Trustee for Region 15, appointed five members to serve on an Official Committee of Retailers in Metabolife International, Inc., and Alphine Health Products, LLC's chapter 11 proceedings: 1. The Chemins Company, Inc. Attn: Lisa Ackley Walsworth, Franklin, Bevins & McCall One City Blvd. West, 5th Floor Orange, Calif. 92868 Tel: 714-634-2522 Fax: 714-634-0686 2. Wal-Mart Stores, Inc. Attn: Joel C. Lamp 702 S.W. 8th St. Bentonville, Ark. 72716 Tel: 479-621-2946 Fax: 479-277-5991 3. Walgreen Co. Attn: Allen Resnick, Esq. 104 Wilmot Rd. MS 1425 Deerfield, Ill. 60015 Tel: 847-315-4570 Fax: 847-315-4826 4. Albertsons, Inc. Attn: Stephen F. Dryden 910 Faulk Rd., Suite 200 Wilmington, Del. 19803 Tel: 302-655-6262 Fax: 302-655-102 5. GN Oldco, Inc. Attn: Kenneth Strick, Esq. Nutrition USA, Inc. 7280 West Palmetto Park Rd. Suite 303-N Boca Raton, Fla. 33433 Tel: 561-620-9520 Fax: 561-620-9530 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. MILACRON INC: Weak Performance Prompts S&P to Junk Ratings ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on plastics machinery manufacturer Milacron Inc. to 'CCC+' from 'B-', and lowered its ratings on the company's senior secured notes to 'CCC' from 'CCC+'. The outlook is negative. Cincinnati, Ohio-based Milacron had total balance sheet debt of about $240 million at Sept. 30, 2005. "The downgrade reflects weaker-than-expected operating performance and cash flow generation, which could make it more difficult to reduce debt and strengthen credit protection measures in the near term," said Standard & Poor's credit analyst Natalia Bruslanova. Although plastics machinery demand in North America has been improving over the past few quarters, the pace of the recovery has been slower than expected because the plastics industry has been affected by higher oil and resin prices. The demand in Western Europe remains soft, leading to highly competitive market conditions and an inability to pass along material cost increases. "In addition," Ms. Bruslanova added, "Milacron is experiencing an increasing strain on liquidity with mounting pension obligations in 2007." Despite a pickup in orders and revenues in recent quarters, Milacron's profitability has been hindered by higher costs of steel, casting, and fabrications, as well as higher transportation and energy costs. Although near-term debt maturities are minimal, Milacron currently projects that it will be required to make a $54.5 million contribution to its defined benefit pension plan in 2007. Given the company's poor cash flow generation, Milacron will be challenged to make a pension contribution of this size. The company is evaluating various alternatives, some of which may include sales of assets or business units. Consequently, Milacron faces significant liquidity concerns and refinancing risk. The slower-than-expected recovery of end markets and continued profitability pressures are limiting free cash flow generation and hindering improvement in the company's financial condition. Further liquidity erosion and an increase in the likelihood that the company will not be able to make its 2007 pension contribution could result in a downgrade. MIRANT: NY-Gen Grahamsville Plant Gives Assets to New York City --------------------------------------------------------------- Mirant NY-Gen, LLC, a Mirant Corporation debtor-affiliate seek the authority of the U.S. Bankruptcy Court for the Northern District of Texas to: (a) convey certain property to Orange & Rockland Utilities, Inc., related to the Grahamsville hydroelectric station in accordance with a Sublease dated June 30, 1999, by and between Orange & Rockland and Mirant NY-Gen, as successor to Southern Energy NY-Gen, L.L.C.; and (b) transfer certain permits relating to the Grahamsville Plant to the City of New York, free and clear of certain liens, claims, encumbrances and interest pursuant to Section 363(f) of the Bankruptcy Code. The Grahamsville Plant Sublease Along with two combustion turbines, Mirant NY-Gen operates four hydroelectric generating stations located in Sullivan and Orange Counties in southeast New York, with a combined nominal capacity of 44MW. Three of the hydroelectric stations are owned by Mirant NY-Gen and are commonly referred to as The Swinging Bridge Station, The Mongaup Station, and The Rio Station. The Grahamsville Plant, the remaining plant, is not owned but is leased by Mirant NY-Gen from Orange & Rockland under the Sublease. The Sublease was executed to effectuate the terms and provisions of a Gas Turbine and Hydroelectric Generating Stations Sales Agreement dated as of November 24, 1998, between Orange & Rockland and Mirant NY-Gen pursuant to which Mirant NY-Gen acquired certain generating assets from Orange & Rockland. Under the Sublease, Mirant NY-Gen agreed to perform the terms and conditions imposed on Orange & Rockland under a lease between Orange & Rockland, as successor-in-interest to Rockland Light and Power Company, and the City of New York dated Feb. 2, 1951. Under the Lease, New York agreed to construct, operate and maintain the East Delaware Tunnel and granted to Orange & Rockland's predecessor the right to lease certain real property for the purpose of constructing, operating and maintaining a hydroelectric generating plant, which was in fact constructed as the Grahamsville Plant. The Sublease terminates by its own terms on December 30, 2005. The Lease terminates on December 31, 2005. Approximately 20% of the drinking water for New York flows through the Grahamsville Plant. Consequently, the Lease requires Orange & Rockland to convey to New York certain property relating to the Grahamsville Plant by the Lease Termination Date or by the end of 2005. Under the Sublease, Mirant NY-Gen shares that obligation with Orange & Rockland. The Lease also contains an anti-assignment provision. New York has taken the position that the Sublease constitutes an impermissible assignment of the Lease to Mirant NY-Gen without New York's consent in violation of the Anti-Assignment Provision. The Grahamsville Plant Negotiations Because of the impending Termination Date, Mirant NY-Gen commenced discussions with Orange & Rockland and New York regarding its obligations under the Sublease and Orange & Rockland's obligations to New York under the Lease. After much discussion and in consultation with its advisors, Mirant NY-Gen determined to comply with the letter and spirit of its obligations set forth in the Sublease. Consequently, the parties have reached an agreement with respect to the various assets that must be conveyed to New York under the Sublease and Lease. Mirant NY-Gen will sell, convey and transfer to Orange & Rockland the entire Grahamsville Plant including certain equipment and appurtenances except for some excluded assets, which Mirant NY-Gen wants to retain. Orange & Rockland will in turn convey the Grahamsville Plant Assets to New York. Mirant NY-Gen will separately convey and transfer to New York two permits related to the Grahamsville Plant: (1) State Pollutant Discharge Elimination System (SPDES) Discharge Permit effective August 1, 2003; and (2) Petroleum Bulk Storage Certificate issued November 29, 2005. The parties have agreed that the Permits will be transferred directly from Mirant NY-Gen to New York because of the logistical and administrative difficulties associated with transferring the Permits. Jason D. Schauer, Esq., at White & Case LLP, in Miami, Florida, asserts that the contemplated transaction between the parties is in the ordinary course because it merely effects an obligation that Mirant NY-Gen already agreed to in the Sublease. Mr. Schauer notes that conveying the Grahamsville Plant Assets to Orange & Rockland and the Permits to New York has little economic impact on Mirant NY-Gen. The transaction is the product of good faith, arm's-length negotiations between Mirant NY-Gen, Orange & Rockland and New York, Mr. Schauer adds. Headquartered in Atlanta, Georgia, Mirant Corporation -- http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean, and the Philippines. Mirant owns or leases more than 18,000 megawatts of electric generating capacity globally. Mirant Corporation filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White & Case LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News, Issue No. 88 Bankruptcy Creditors' Service, Inc., 215/945-7000) MIRANT CORP: San Diego Receives $31.8 Million from Settlement ------------------------------------------------------------- San Diego Gas & Electric reported on Dec. 30, 2005, that its customers will receive approximately $31.8 million from Mirant Corp. for overcharges during the Western U.S. energy crisis of 2000-01. SDG&E earlier this year had received a partial cash settlement of approximately $21.4 million from Mirant, while awaiting the results of its bankruptcy proceeding for an increased settlement. The additional refund amount of approximately $10.4 million, which was more than expected, will go into an account earmarked for customers. During the energy crisis of 2000-01, San Diegans were the first to feel the brunt of increased electricity costs. Several investigations at the state and federal level have led to a series of refunds to California customers. SDG&E was the first to file a complaint with the Federal Energy Regulatory Commission in 2000, claiming that rates were unreasonable during the energy crisis. Since then, SDG&E has aggressively sought refunds from several energy providers, helping to secure settlements totaling more than $150 million. About San Diego Gas & Electric San Diego Gas & Electric -- http://www.sdge.com/-- is a regulated public utility that provides safe and reliable energy service to 3.3 million consumers through 1.3 million electric meters and more than 800,000 natural gas meters in San Diego and southern Orange counties. The utility's area spans 4,100 square miles. Exceptional customer service is a priority of SDG&E as it seeks to enhance the region's quality of life. SDG&E is a regulated subsidiary of Sempra Energy (NYSE:SRE). Sempra Energy, based in San Diego, is a Fortune 500 energy services holding company. About Mirant Corporation Headquartered in Atlanta, Georgia, Mirant Corporation -- http://www.mirant.com/-- is a competitive energy company that produces and sells electricity in North America, the Caribbean, and the Philippines. Mirant owns or leases more than 18,000 megawatts of electric generating capacity globally. Mirant Corporation filed for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-46590). Thomas E. Lauria, Esq., at White & Case LLP, represents the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $20,574,000,000 in assets and $11,401,000,000 in debts. NATIONAL ENERGY: Court Approves Caledonia & NEG Settlement Deals ---------------------------------------------------------------- Before the Petition Date, NEGT Energy Trading - Power, L.P., entered into various tolling contracts, pursuant to which it had the right to provide fuel to a generating facility and then to take the electricity generated. In exchange, ET Power paid the facility owner, among other fees, a predetermined tolling fee on a periodic basis. Dennis J. Shaffer, Esq., at Whiteford, Taylor & Preston L.L.P., in Baltimore, Maryland, relates that pursuant to the Tolling Contracts, ET Power was able to: (i) operate the facility using its own fuel; and (ii) control the related electricity generation output without incurring the capital expense of owning the generating facility. The Tolling Agreements were long-term contracts, with terms varying from 15 to 25 years. The tolling fee paid by ET Power to each plant owner was fixed and specified by contract, subject to an escalation clause tied in part to inflation and other economic factors, Mr. Shaffer explains. "Given the expected growth in demand for electricity in the long term, the Tolling Agreements were projected to be profitable for ET Power over the life of the contract with much of the benefit to be realized in later years," Mr. Shaffer says. "In the short term, however, a decline in electricity demand and prices, coupled with an increase in fuel prices, made the Tolling Agreements unprofitable or otherwise not useful to ET Power." Caledonia Tolling Agreement On September 20, 2000, ET Power entered into a Dependable Capacity and Conversion Services Agreement with Caledonia Generating, LLC. Due to certain uncured defaults, ET Power notified Caledonia in February 2003 of its termination of the Caledonia Tolling Agreement. Caledonia filed an emergency petition against ET Power in the Circuit Court for Montgomery County in Maryland to compel arbitration or for a temporary restraining order. On March 3, 2003, Caledonia obtained an order requiring ET Power to continue to perform its obligations under the Caledonia Tolling Agreement. ET Power filed an appeal and, on March 24, 2003, it commenced arbitration proceedings against Caledonia. The arbitration and the State Court Action were stayed as of the Petition Date. The ET Debtors have previously sought and obtained the Court's authority to reject the Tolling Agreements, including the Caledonia Tolling Agreement. Caledonia Claims & Arbitration The Caledonia Tolling Agreement provides for damages in the event of material breach, subject to a $500,000,000 cap. National Energy & Gas Transmission, Inc., guaranteed ET Power's obligations under the Caledonia Tolling Agreement, subject to a $250,000,000 cap. General Electric Capital Corporation also established an irrevocable letter of credit with JPMorgan Chase Bank for the benefit of ET Power. Caledonia timely filed an unliquidated proof of claim against ET Power alleging damages arising from the Tolling Agreement. Caledonia also timely filed a proof of claim against NEG aggregating $250,000,000 for amounts allegedly due under the NEG Guarantee. In addition, GECC filed a proof of claim for $10,000,000 relating to the Letter of Credit. With the Court's consent, the ET Debtors and Caledonia agreed to proceed to arbitration to resolve the Claims and all related disputes. On July 6, 2005, ET Power filed a complaint against Caledonia, seeking to avoid preferential and fraudulent transfers and to recover property. The Avoidance Action has been stayed pending the outcome of the Arbitration. Caledonia Settlement Subsequently, ET Power, NEG, Caledonia and GECC entered into a Settlement Agreement to resolve the Arbitration, the Claims, the Avoidance Action and all matters relating to the Caledonia Tolling Agreement. Pursuant to the Settlement Agreement, Caledonia will have a $375,000,000 allowed general unsecured claim against ET Power and a $250,000,000 allowed general unsecured claim against NEG. However, the aggregate cash distributions to Caledonia cannot exceed $275,000,000. In addition, the Letter of Credit will be deemed terminated and the GECC Claim will be disallowed in full. The parties also exchanged mutual releases. Intercompany Settlement In connection with the Settlement Agreement, ET Power and NEG agreed to resolve all intercompany claims, including any subrogation claims with respect to the Caledonia Tolling Agreement. ET Power will pay NEG $17,500,000 for agreeing to enter into the Settlement Agreement. In addition, on account of the ET Power Claim, ET Power will pay no less than one full distribution on a $275,000,000, based on ET Power's final recovery rate. Similarly, on account of the NEG Claim, NEG will pay no more than one full distribution on a $250,000,000 claim based on NEG's final recovery rate, but, depending on ET Power's final recovery rate, could pay less than that amount. Mr. Shaffer clarifies that the Intercompany Agreement relates solely to claims between NEG and ET Power and has no impact on Caledonia's recovery under the Settlement Agreement. Mr. Shaffer tells the Court that while the ET Debtors might well prevail in the Arbitration if it went forward, the Settlement Agreement makes sense in light of the expense and uncertainty that would be involved. "The Settlement Agreement, which resolves two of the largest claims against the [ET] Debtors, significantly advances [their] claims resolution process and, ultimately, will facilitate and maximize distributions to creditors," Mr. Shaffer explains. In addition, Mr. Shaffer notes, the Intercompany Agreement equitably resolves any subrogation claims that NEG has against ET Power without the need for further dispute or litigation. * * * The U.S. Bankruptcy Court for the District of Maryland approved the agreements. Headquartered in Bethesda, Maryland, PG&E National Energy Group, Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas Transmission, Inc.) develops, builds, owns and operates electric generating and natural gas pipeline facilities and provides energy trading, marketing and risk-management services. The Company and its debtor-affiliates filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md. Case No. 03-30459). Matthew A. Feldman, Esq., Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr & Gallagher, and Paul M. Nussbaum, Esq., and Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, L.L.P., represent the Debtors in their restructuring efforts. When the Company filed for protection from its creditors, it listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT received bankruptcy court approval of its reorganization plan in May 2004, and that plan took effect on Oct. 29, 2004. The Honorable Paul Mannes confirmed NEGT Energy Trading Holdings Corporation, NEGT Energy Trading - Gas Corporation, NEGT ET Investments Corporation, NEGT Energy Trading - Power, L.P., Energy Services Ventures, Inc., and Quantum Ventures' First Amended Plan of Liquidation on Apr. 19, 2005. The Plan took effect on May 2, 2005. (PG&E National Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000) NEW CHOICE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: New Choice Food Inc. 22417 South Vermont Avenue Torrance, California 90502 Bankruptcy Case No.: 05-50300 Chapter 11 Petition Date: December 22, 2005 Court: Central District Of California (Los Angeles) Judge: Alan M. Ahart Debtor's Counsel: Neil N.X. Nguyen, Esq. 14550 Magnolia Street, Ste. 201-203 Westminster, CA 92683 Tel: (714) 892-2628 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Yen Enterprise, Inc. $625,871 14655 E. Firestone Blvd. La Mirada, CA 90638 TLCM, LLC $617,000 22417 S. Vermont Avenue Torrance, CA 90502 Kinh Do Corporation $611,502 6, 13rd National Road Ho Chi Minh, Vietnam USA Canning Food, Inc. $450,789 1125 N. Hellman Avenue Ontario, CA 91764 IC Vision 1, LLC $326,799 2058 N. Mills Avenue, #345 Claremont, CA 91711 Ha Logistics, Inc. $182,870 TT&T Enterprises $110,000 Specialty Commodities, Inc. $72,550 Ernest Paper Products $65,956 Atkinson, Andelson $63,755 VPET USA, Inc. $50,000 Top-Art Import & Export Co. $44,130 Thong, Yu & Wong $31,000 Hughson Nut, Inc. $28,000 Dongchen Shi-Mei Food Co. $27,005 Kopple & Klinger, LLP $17,567 Harbor Express, Inc. $15,369 Heinrich Weber $14,648 Quiet Energy LLC $12,487 Prime Time Cold Storage LLC $6,891 NORTHWEST AIRLINES: Citicorp Wants Key to Cash Collateral Account ----------------------------------------------------------------- Pursuant to Sections 362(d) and 553 of the Bankruptcy Code, Citicorp USA, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to lift the automatic stay to allow it to set off and apply certain cash collateral that it is holding to secure certain of the Debtors' obligations. David M. LeMay, Esq., at Chadbourne & Parke LLP, in New York, explains that the obligations have been fully liquidated and matured. Therefore, no rational purpose is served by continuing the automatic stay to prevent Citicorp from accessing the cash collateral securing those obligations. Mr. LeMay maintains that the continuation of the stay will burden the estates with ongoing interest, costs and fees. Prior to the Petition Date, Citibank, N.A., issued Irrevocable Direct Pay Letters of Credit for $9,221,918 and $17,316,713. The Letters of Credit were established in favor of U.S. Bank, National Association, as trustee to, among other things, service payments of unpaid principal of and interest accrued on the Chicago-O'Hare International Airport Special Facility Revenue Variable Rate Demand Bonds, Series 1999-A and Series 1999-B. Mr. LeMay relates that U.S. Bank made monthly draws on the Letters of Credit in respect of interest due and payable pursuant to the terms of the indentures under which the Bonds were issued. Pursuant to the terms of each Agreement for Direct Pay Letter of Credit between Citicorp and Northwest Airlines, Inc., under which the Letters of Credit were issued, Northwest Airlines is obligated to: (a) pay to Citicorp the amount of each draft or other request for payment under the Letters of Credit; (b) pay to Citicorp the commissions, fees and other charges at rates and times as the parties agree to from time to time; and (c) indemnify Citicorp and Citibank. The Reimbursement Agreements also provide for interest on amounts not paid when due, at a daily fluctuating interest rate per annum equal to 2% per annum above the rate of interest announced publicly from time to time by Citibank in New York as its Base Rate, until the time as the unpaid amounts are paid in full. Under an Amended and Restated Pledge and Assignment Agreement dated January 8, 2003, Northwest Airlines secured the payment of all of its obligations under the Reimbursement Agreements by pledging and assigning to Citicorp a security interest in the Collateral, including the funds and investments held in a cash collateral account with Citibank in the name of Northwest Airlines but under the sole control and dominion of Citibank for its benefit and for the benefit of Citicorp. Mr. LeMay tells the Court that Citicorp holds a fully perfected possessory security interest in the cash collateral held in the Cash Collateral Account, which has an approximate value of $26,813,205 as of November 30, 2005. In addition, all of the cash collateral is subject to Citicorp's contractual, common-law and statutory rights of set-off within the meaning of Section 553. With respect to payments of interest due and payable under the Bonds, Citibank has not been reimbursed for draws under the Letters of Credit honored on these dates: Date Amount of Draw ---- -------------- October 6, 2005 $23,301 $43,755 November 3, 2005 $19,314 $36,268 Mr. LeMay explains that the interest component of any draw under the Letters of Credit would automatically reinstate if Citibank did not notify the Trustee within nine calendar days after any drawing that the interest component had not been reinstated. On November 10, 2005, Citibank notified U.S. Bank that the Letters of Credit had not been reinstated with respect to the November 3 interest drawing made by U.S. Bank under each of the Letters of Credit. On November 25, 2005, pursuant to Section 802(b) of each Bond Indenture, the Letters of Credit were drawn and the draws were honored by Citibank with respect to: (a) the principal amount of the Bonds in the amount of: -- $9,000,000; and -- $16,900,000; and (b) with respect to the outstanding interest on the Bonds accrued from November 3 to 28, 2005, in the amount of: -- $18,653; and -- $35,027 According to Mr. LeMay, as of November 30, 2005, Citicorp holds a total liquidated and fully matured claim against the Debtors for $26,116,565 in unreimbursed draws on the Letters of Credit, which amount includes the principal amount and interest accrued on the Bonds and interest on the amounts accruing from the dates of the draws as of December 7, 2005. Northwest Airlines agreed to pay to Citicorp a letter of credit fee equal to 0.48% per annum of the average daily undrawn amount of the Letters of Credit, quarterly in arrears every March 31, June 30, September 30, and December 31, and on the date of termination, expiry, or full utilization of the Letters of Credit. Mr. LeMay tells the Court that as of November 30, 2005, Citicorp has not been paid Letter of Credit Fees: Letter of Credit Fee -------------------- Due September 30, 2005 $11,312 $21,242 Accrued from October 1 to $6,779 November 30, 2005 $12,729 Furthermore, as of November 30, 2005, Citicorp has not been paid $489 for accrued interest on the Unpaid LOC Fees. Citicorp is also owed $65,068 in reasonable attorneys fees. Interest continues to accrue on the Principal and Interest Claim and the Fee and Expenses Claim at the Citibank Base Rate, and Citicorp continues to incur additional reasonable legal expenses related to the enforcement of the Reimbursement Agreements and the Pledge Agreement. The Principal and Interest Claim and the Fee and Expenses Claim are secured by the Collateral pursuant to the terms of the Pledge Agreement, Mr. LeMay tells the Court. According to Mr. LeMay, Citicorp is an oversecured creditor pursuant to Section 506(b) because as of November 30, 2005: (a) the current value of the Cash Collateral Account is $26,813,205; and (b) the Principal and Interest Claim and the Fee and Expenses Claim total $26,234,185. 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. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000) NORTHWEST: Court Approves Continued Use of JPMorgan Collateral -------------------------------------------------------------- Northwest Airlines Corp. and its debtor-affiliates and JPMorgan Chase Bank, N.A., are parties to a Second Amended and Restated Credit and Guarantee Agreement, dated as of April 15, 2005. Northwest Airlines, Inc., is the borrower, and Northwest Airlines Corporation, Northwest Airlines Holdings Corporation and NWA, Inc., guarantee Northwest Airlines' obligation under the loan. JPMorgan acts as administrative agent for several banks and other financial institutions that from time to time become parties to the Credit Agreement. Pursuant to the Credit Agreement, the Lenders provided to Northwest Airlines $975,000,000 in loans. To secure the Debtors' Obligations, the Lenders received security interests in various assets of the Debtors, including the Debtors' Pacific Routes, 53 of the Debtors' aircraft, and certain other assets. Bruce R. Zirinsky, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, tells the U.S. Bankruptcy Court for the Southern District of New York that JPMorgan has asserted that the Lenders: -- possess a first priority security interest and first mortgage lien on the Collateral to secure, inter alia, the Debtors' obligations to repay the principal amount of and interest on the Loans; -- are entitled to receive past due amounts at the default interest rates provided for in the Credit Agreement; and -- have a right to assert claims: (a) for the payment of interest on interest; and (b) for the payment of a prepayment fee under certain circumstances. JPMorgan also argued that interest should accrue at the rate applicable to ABR Loans commencing as of November 22, 2005. The Debtors dispute the Lenders' alleged entitlement to these amounts. The Debtors believe they are required to pay the November 22, 2005 interest payment and all payments that will be owing thereafter only at the non-default rates provided for in the Credit Agreement for Eurodollar Loans. While the Debtors believe that the Lenders are substantially oversecured -- such that the Debtors may not necessarily be required to provide the Lenders with additional adequate protection -- the Debtors nonetheless have agreed to provide adequate protection to maintain the status quo and defer expenditures of estate resources on litigation with JPMorgan and the Lenders. Debtors Need to Use JPMorgan Collateral The Collateral consists of some of the most critical parts of the Debtors' airline operations, Mr. Zirinsky tells the Court. The Debtors must be able to continue to use the Collateral to assure the continued viability of their businesses. Mr. Zirinsky relates that after negotiations, JPMorgan is willing to consent to the Debtors' use of the Collateral in accordance with a stipulation. Mr. Zirinsky says the parties' stipulation will enable the Debtors to continue focusing their energies on discussions with parties regarding a potential debtor-in-possession financing, instead of litigating issues under the Credit Agreement. While not yet certain, there is a substantial likelihood that the proceeds from any DIP financing would be used, at least in part, to refinance the obligations under the Credit Agreement, Mr. Zirinsky discloses. Some of the Lenders under the Credit Facility may be participants in any DIP facility, thereby providing further justification for the Debtors to avoid litigation with these parties at this time. Debtors to Provide Adequate Protection Pursuant to the Stipulation, the parties agree that in exchange for the Debtors' continued use of the Collateral and as adequate protection to the Lenders, the Debtors will pay in full: (a) $24,495,000 in interest scheduled to be paid on Nov. 22, 2005, under the Loan Documents, assuming the applicability of the non-default rates provided for in the Credit Agreement for Eurodollar Loans; (b) all other valid, accrued but unpaid fees and disbursements payable to or for the benefit of JPMorgan under the Loan Documents and due on or prior to Court approval of the Stipulation, including amounts incurred during or attributable to periods prior to the Petition Date, provided the Debtors have received invoices for the amounts prior to December 15, 2005; and (c) all reasonable fees and expenses incurred by JPMorgan prior to Court approval of the Stipulation to the extent payable or reimbursable under the Loan Documents, including the reasonable fees and expenses of Wachtell, Lipton, Rosen & Katz, counsel for JPMorgan, and O'Melveny & Myers LLP, JPMorgan's regulatory counsel. The Debtors will also be required, inter alia, to: (a) make continued payments of interest and fees due under the Credit Agreement -- but only at the non-default contract rates for Eurodollar Loans; (b) provide JPMorgan with certain business and financial reporting information; and (c) comply with certain collateral covenants, including with respect to rights of inspection, insurance coverage and United States citizenship. The Lenders will receive a claim under Sections 507(a)(1) and 507(b) of the Bankruptcy Code to the extent that the Interest Payment Obligations in the Stipulation are inadequate to provide in full the protections to which JPMorgan and the Lenders are entitled under the Bankruptcy Code. At the Debtors' request, the Court approves the Stipulation. Judge Gropper rules that approval of the Stipulation is without prejudice to the rights of any party in the Debtors' Chapter 11 cases to contest any claims of the Lenders or the validity, perfection, or enforceability of any of the liens or security interests that may have been granted to the Lenders pursuant to the Credit Agreement or the Loan Documents. The Official Committee of Unsecured Creditors fully reserves any and all rights with respect to the amount, validity and priority of the liens and claims of the Lenders and the Administrative Agent, and expressly reserves its rights, if any, with respect to the disgorgement or recharacterization of any payments to be made as Adequate Protection Obligations pursuant to the Stipulation, as well as with respect to any prepetition payments made pursuant to the Credit Agreement or the Loan Documents. 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. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000) NORTHWEST AIRLINES: Wants to Modify Retiree Medical Benefits ------------------------------------------------------------ Northwest Airlines Corp. and its debtor-affiliates presented a proposal to modify retiree medical benefits to the Official Committee of Retired Employees on December 9, 2005. The Proposal calls for reductions in retiree medical benefits for current retirees that will generate $25,400,000 in annual savings on a cash basis. Section 1114 Proposal The Debtors currently have three different health care plans and two different dental plans administered by different companies. Under the Section 1114 Proposal, the Debtors intend to replace those plans with a single medical plan and a single dental plan that would be open to both active employees and retires under the age of 65. For current retirees under the age of 65, the Debtors propose: (a) 50/50 cost sharing with respect to monthly premiums, so that retirees will be responsible for 50% of the cost of the retirees' participation in the plan, while the Debtors will pay the remaining 50%; (b) to modify certain deductibles, co-pays, and other attributes of the plan. Implementing these changes will result in annual savings of $19,000,000 on a cash basis with respect to current retirees, Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, informs the Court. For retirees who are 65 and older, the Debtors propose to eliminate retiree medical benefits. Currently, the Debtors fund post-65 retiree medical benefits only for 1,000 former employees of Republic Airlines. The remaining post-65 retirees are able to purchase insurance from one of the Debtors' group health plans, but the Debtors do not pay any of their premiums. Mr. Petrick relates that eliminating retiree medical benefits for the Republic retirees who are over 65 will result in annual savings of $6,400,000 on a cash basis. At the December 9 meeting, the Debtors provided the Retiree Committee with relevant information necessary to evaluate the Proposal. The Debtors gave the Retiree Committee their business plan and stated their willingness to provide open access to their books and records. As of December 16, 2005, the Retiree Committee has not made any data requests nor sought modification of the protective order issued by the Court to review the Debtors' confidential business information. Under Section 1114(g) of the Bankruptcy Code, the bankruptcy court may approve modification in the payment of retiree benefits if the court finds that: (1) the trustee has made a proposal that fulfills the requirements of Section 1114(f); (2) the authorized representative of the retirees has refused to accept the proposal without good cause; and (3) the modification is necessary to permit the reorganization of the debtor and assures that all creditors, the debtor, and all of the affected parties are treated fairly and equitably, and is clearly favored by the balance of the equities. Retiree Benefits Must Be Modified According to Mr. Petrick, the Debtors' labor costs, including their retiree medical costs, are among the highest in the industry. "Unless Northwest reduces those costs, it will fail," Mr. Petrick says. While modification of retiree medical benefits might give rise to claims for damages, it is a preferable alternative to the status quo, Mr. Petrick tells the Court. He explains that the ongoing costs associated with retiree medical benefits are administrative expenses of the estate and are depleting the pool of assets available for distribution to creditors. Thus, authorizing the modification affords the superior benefit to the creditors of the estate, by avoiding liquidation and reducing administrative claims. Hence, the Debtors ask the U.S. Bankruptcy Court for the Southern District of New York to approve the proposed modifications to the retiree benefits pursuant to Section 1114. Other Stakeholders Are Affected Too Mr. Petrick assures Judge Gropper that the Section 1114 Proposal treats all parties fairly and equitably. The Debtors have not singled out the current retirees to bear the financial burden of their reorganization. The Debtors are seeking substantial concessions from all of their stakeholders. The Debtors' unionized workforce is presently operating under substantial interim pay reductions, and the Debtors are seeking to negotiate, or, if necessary, impose, permanent reductions in pay and benefits for the unionized employees. The Debtors have also imposed significant reductions in compensation on their management and salaried employees. The management and salaried employees will also participate in medical benefits on the same terms as the unionized employees -- the same terms that the Debtors would offer to the retirees in the Section 1114 Proposal. Unsecured creditors will likely receive only a portion of what they are owed, and shareholders are likely to lose their existing equity interests entirely. Aircraft lessors will see the terms of their leases restructured to lower, market-based rates, and the holders of secured debt will see their debt restructured. "Northwest recognizes that its proposal to restructure labor costs will be painful for all of its employee stakeholders. However, achieving competitive labor costs -- including competitive retiree medical benefit costs -- is the only way to ensure Northwest's survival," according to Mr. Petrick. 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. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000) NORTHWEST AIR: Mechanics' Union Rejects Settlement Offer -------------------------------------------------------- Striking members of the Aircraft Mechanics Fraternal Association rejected Northwest Airlines' settlement offer on Dec. 30, 2005, by a vote of 1258 no votes (57%) to 965 yes votes (43%). AMFA National Director O.V. Delle-Femine commented on the outcome: "This is a victory for AMFA members and for unionism. Our striking members refused to bow down to Northwest's arrogant, self-enriching management and will continue the strike against this renegade, union-busting airline. AMFA members approved recent agreements with Alaska Airlines, Horizon Air and even United Airlines in bankruptcy. Only Northwest's management is out to deny all its employees a living wage while awarding themselves millions in frivolous bonuses. "ALPA, IAM and the flight attendants should take note that their failure to support AMFA encouraged Northwest to come after them in the same way and did not weaken our resolve to fight for our rights with dignity and professionalism. "Unions outside of Northwest, especially the UAW and others who have lent us financial and moral support, can take pride in the fact that the vast majority of AMFA members have never faltered even in the face of extraordinary economic pressure. Many of our Northwest members have gone on to better things than working for the unreformed Scrooges on this airline's management team, but continue to support our brave strikers in person or in other ways. I could not be prouder." About AMFA Aircraft Mechanics Fraternal Association's -- http://www.amfanatl.org/-- craft union is the largest labor organization in the airline industry representing aircraft maintenance technicians and related support personnel with over 18,000 members at carriers including Alaska Airlines, United Airlines, Southwest Airlines, Northwest Airlines, ATA, Independence, Horizon and Mesaba Airlines. AMFA's credo is "Safety in the air begins with Quality Maintenance on the Ground". About Northwest Air 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. OWENS CORNING: Files Fifth Amended Plan of Reorganization in Del. ----------------------------------------------------------------- Owens Corning and its debtor-affiliates filed with the U.S. Bankruptcy Court for the District of Delaware their Fifth Amended Plan of Reorganization and accompanying Disclosure Statement on December 31, 2005, the last day of their exclusive filing period. The Fifth Amended Plan separates the creditor claims of each debtor-affiliate in response to the Third Circuit Court of Appeals' reversal of the ruling by the U.S. District Court for the District of Delaware approving the Debtors' request to substantially consolidate all of their estates. Creditor Recoveries The Plan classifies claims and interests into 77 classes. Lenders under the 1997 Credit Agreement, holding claims aggregating around $1.467 billion, will receive 150.3% of their claims if their class is deemed unimpaired. If the class is deemed impaired and bank lenders vote to accept the plan, they will get the same recovery. If the class is deemed impaired and the bank lenders vote to reject the plan, they will receive an amount as determined by the Bankruptcy Court, in cash and senior notes. Bondholders will recover 48.4% of their claims in cash and equity in the reorganized Owens Corning if they will vote to accept the plan and holders of senior indebtedness claims also vote to accept the plan. If bondholders and senior claimholders vote to reject the plan, bondholders will recover 38.9%. Holders of Owens Corning unsecured claims will recover 41.3% of their claims in cash and equity in the reorganized Owens Corning if the bondholders and holders of senior indebtedness claims vote to accept the plan. If bondholders and senior claimholders vote to reject the plan, Owens Corning unsecured creditors will recover 35.7%. Holders of senior indebtedness claims will recover 48.4% of their claims in cash and equity in the reorganized Owens Corning if they will vote to accept the plan and bondholders also vote to accept the plan. If bondholders and senior claimholders vote to reject the plan, bondholders will recover 38.9%. Holders of asbestos personal injury claims against Owens Corning will recover 45.1% of their claims in cash and equity in the reorganized Owens Corning if the bondholders and holders of senior indebtedness claims vote to accept the plan. If bondholders and senior claimholders vote to reject the plan, Owens Corning asbestos PI claimants will recover 42.8%. Holders of asbestos personal injury claims against Fibreboard will recover 49% of their claims in cash and equity in the reorganized Owens Corning. Holders of asbestos property damage claims against Fibreboard will recover 100% of their claims. Holders of general unsecured claims against debtor-affiliates will get 83.8% of their claim in cash and 16.2% in equity in the reorganized Owens Corning. Holders of Owens Corning and Integrex equity interests will get nothing. Equity holders of other debtor-affiliates will retain their interests. A full-text copy of the Disclosure Statement is available for a fee at: http://www.ResearchArchives.com/bin/download?id=060101220832 Owens Corning -- http://www.owenscorning.com/-- manufactures fiberglass insulation, roofing materials, vinyl windows and siding, patio doors, rain gutters and downspouts. Headquartered in Toledo, Ohio, the Company filed for chapter 11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837). Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the Debtors in their restructuring efforts. OWENS CORNING: Ad Hoc Equity Panel Wants Official Committee Named ----------------------------------------------------------------- An Ad Hoc Committee of Preferred and Equity Securities Holders in Owens Corning and its debtor-affiliates' chapter 11 cases tells Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the District of Delaware that the Debtors are now "frantically" engaged in negotiating with certain selected constituents to formulate an amended reorganization plan. In their negotiations, Christina M. Thompson, Esq., at Connolly Bove Lodge & Hutz LLP, in Wilmington Delaware, says the Debtors have consistently sided with the asbestos claimants. She points out that the Debtors conditioned their previous plan on a $16,000,000,000 valuation of asbestos tort claims, which was several times higher than the Debtors' own earlier estimates and approximately $6,000,000,000 more than the aggregate of the District Court's March 31, 2005 asbestos claims estimation order and the Debtors' reserve for Fibreboard's asbestos-related liabilities. Furthermore, Ms. Thompson notes that the Debtors are also in a "mad rush" to exit Chapter 11 in the face of the Fairness in Asbestos Injury Resolution Act of 2005, now pending before Congress, which is intended to establish a national trust to satisfy fully asbestos-related claims and, at the same time, greatly reduce the Debtors' financial obligation to satisfy claims. The FAIR Act has already passed the Senate Judiciary Committee and is scheduled to hit the Senate floor as early as January 2006. Ms. Thompson notes that the Debtors are pressing a plan on parties-in-interest that, the Ad Hoc Committee presumes, contemplates windfall value allocation to asbestos-related claimants. She adds that the Ad Hoc Committee understands that the Debtors are aggressively pushing the plan on parties-in- interest so that it can be confirmed and consummated in advance of the FAIR Act's passage and, as a result, ensure that asbestos- related claimants keep the windfall. In the Debtors' rush, the preferred and equity security holders have no representation. In addition, Ms. Thompson says Owens Corning's Board and management have consistently ignored their obligations to these holders from the start of these cases. As an example, she notes that Owens Corning has failed to hold annual shareholder elections for over five years in clear violation of its obligations under state law and its bylaws, even though its purported directors' terms expired years ago. The Ad Hoc says there is an immediate need to appoint an Official Security Holders Committee because: (a) The need for representation of the preferred and equity security holders by an Official Security Holders Committee significantly outweighs the costs of representation because the Debtors will likely seek to confirm a plan that will improperly wipe out their interests and the fees and expenses to be incurred by an Official Security Holders Committee and its professionals will likely not be high given that the Official Security Holders Committee's service will be of limited duration; (b) The cases are large and complex, as evidenced by the complex and difficult litigation and appeals. The Debtors have reported that they have complex capital structure consisting of approximately $1,600,000,000 in unsecured bank debt guaranteed by certain subsidiaries, about $1,300,000,000 in unsecured bond debt, about $200,000,000 in trade debt, approximately 4 million outstanding shares of the Preferred Securities and about 55.4 million outstanding shares of Owens Corning common stock. Moreover, Owens Corning and 17 of its affiliates are Debtors; (c) Shares of Owens Corning common stock are widely held and actively traded. The Debtors have estimated that 6,900 holders own approximately 55.4 million shares of the common stock. The common stock's average daily trading volume over the last seven weeks is approximately 350,000 shares. There are also approximately 4 million shares of the preferred securities outstanding, which shares are actively traded; and (d) The Owens Corning common stock and preferred securities have substantial value when properly evaluated in accordance with the established legal standards, which require that contingent future events, including the likely approval of the FAIR Act, be taken into account. In this regard, the Ad Hoc Committee asks the Court to direct the United States Trustee to appoint immediately an Official Security Holders Committee. Judge Fitzgerald will convene a hearing to consider the Ad Hoc Committee's request on January 30, 2006. Owens Corning -- http://www.owenscorning.com/-- manufactures fiberglass insulation, roofing materials, vinyl windows and siding, patio doors, rain gutters and downspouts. Headquartered in Toledo, Ohio, the Company filed for chapter 11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837). Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the Debtors in their restructuring efforts. (Owens Corning Bankruptcy News, Issue No. 122; Bankruptcy Creditors' Service, Inc., 215/945- 7000) OWENS CORNING: Asks Court to Approve Asahi Share Purchase Accord ---------------------------------------------------------------- In line with its commitment to capitalize on emerging market opportunities in the Asia Pacific region, Owens Corning wants to acquire a composites business of fiber glass reinforcement and compounding products, to serve Japan's automotive, electronic and consumer markets. Japan represents one of the world's largest glass fiber markets today. Owens Corning's discussions with Asahi Glass Company and Asahi Fiber Glass Co., Ltd., in Japan in the past few months have resulted in the execution of a share purchase agreement and an Environmental, Health & Safety Agreement. The Share Purchase Agreement and related Agreements provide for: (a) AFG's transfer of its reinforcement and compounding businesses, including approximately 210 employees, to a new Japanese corporation -- NewCo -- to be created as a wholly owned subsidiary of AFG, which will succeed to the composites business transferred by AFG. (b) Owens Corning Japan Ltd.'s purchase of 100% of NewCo shares; (c) NewCo's lease of certain buildings and land known as the Ibaraki Facility from AFG; (d) the lease of certain precious metals from AFG; and (e) the Parties' allocation of certain potential liabilities for specified environmental, health and safety obligations. In addition to the Closing Purchase Price, Owens Corning will pay AFG a "Business Earn-Out" over a five-year period, which is subject to the satisfaction of certain Adjusted Operating Profit targets, and a "Compounding Earn-Out" over three years. The Compounding Earn-Out will calculated based on NewCo's manufacture and sale of products that include a reinforcement fiber or combination of reinforcement fiber. The Parties anticipate closing the transaction by April 28, 2006. At Closing, AFG, NewCo and Owens Corning will execute a license agreement. NewCo will license to AFG certain of the Assumed Intellectual Property to make, use and sell certain products on a worldwide, perpetual, royalty-free basis and sub-licensable to AGC or its Affiliates. The License Agreement would also provide for AFG to license to Owens Corning certain Intellectual Property, subject to sales restrictions and royalties during specific five-year periods. AFG and OC Japan will execute a tolling agreement before the Closing Date by which AFG will agree to purchase all Special Reinforcement Products that AFG will require to manufacture Special Compounding Products for an undisclosed number of years. AFG and OC Japan will also enter into a supply agreement by which OC Japan will supply AFG chopped strand products manufactured by NewCo, as well as a marketing agreement where OC Japan will be permitted to sell Specialty Reinforcement Products to third parties. The Share Purchase Agreement contains confidential pricing terms, customer information, trade secrets and other designated information. Hence, the Debtors delivered to the U.S. Bankruptcy Court for the District of Delaware an unredacted version of the Agreements. The Debtors also provided copies of the unredacted version to the Office of the United States Trustee, counsel for the Committees, counsel to the Futures Representative, counsel for the Debtors' DIP Lenders and those parties who execute an appropriate confidentiality agreement acceptable to Owens Corning and AGC. A full-text copy of the Asahi SPA is available for free at http://ResearchArchives.com/t/s?40e Environmental Agreement The Environmental, Health & Safety Agreement generally allocates liability for certain environmental obligations and certain employee and operational health and safety obligations which either exist as of closing, may exist during the term of the Ibaraki Lease Agreement, or may exist upon expiration of the Ibaraki Lease Agreement. The Environmental Agreement allocates to AFG and AGC liability for conditions pre-existing Closing. Owens Corning, OC Japan and NewCo will be responsible for conditions or events occurring subsequent to closing. A full-text copy of the Environmental Agreement is available for free at http://ResearchArchives.com/t/s?40f Ibaraki & Alloy Lease Agreements In connection with the SPA, the Parties have also negotiated the principal terms of: 1. the Ibaraki Lease Agreement AFG will lease certain buildings and land located in Ibaraki Prefecture, Japan, to NewCo. The Agreement provides for NewCo to place a security deposit of approximately one year's rent into a pledged account. Owens Corning is to guarantee NewCo's obligations under the lease. Similarly, AFG's obligations under the lease are to be guaranteed by AGC. 2. the Alloy Lease Agreement AFG will lease to Owens Corning a certain quantity of platinum and rhodium in alloy or pure form. Owens Corning will assume the risk of loss to the Leased Property and will obtain an insurance policy or other credit assurance for the Leased Property. Owens Corning also will place a security deposit of approximately one year's lease payments under the Lease into a pledged account to secure its obligations. Subsequent to Closing, it is anticipated that Owens Corning will sublease the Leased Property to NewCo on a cost-plus basis. J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington, Delaware, tells the Court that OC Japan likely will not have sufficient funds to comply with its obligations under the Agreements. Accordingly, OC Japan will obtain the necessary funds through capital contributions in undisclosed amounts from its corporate parent, IPM, Inc., a wholly owned, non-debtor subsidiary of Owens Corning. The Debtors ask the Court to: -- approve the SPA and all other Agreements; -- authorize Owens Corning, OC Japan and NewCo to effectuate the transactions contemplated in the SPA and the other Agreements; -- authorize IPM to transfer the Acquisition Funds to OC Japan, through one or more capital contributions, so as to permit OC Japan to fulfill its obligations under the Agreements; -- authorize OC Japan to lend funds to NewCo to secure NewCo's obligations under the Ibaraki Lease Agreement; and -- authorize OC Japan to pay the total pension benefit obligations owed to employees to be transferred from AFG to NewCo. Owens Corning -- http://www.owenscorning.com/-- manufactures fiberglass insulation, roofing materials, vinyl windows and siding, patio doors, rain gutters and downspouts. Headquartered in Toledo, Ohio, the Company filed for chapter 11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837). Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the Debtors in their restructuring efforts. (Owens Corning Bankruptcy News, Issue No. 122; Bankruptcy Creditors' Service, Inc., 215/945- 7000) OWENS CORNING: Equity Panel Wants Shareholders' Meeting Convened ---------------------------------------------------------------- An Ad Hoc Committee of Preferred and Equity Security Holders in Owens Corning and its debtor-affiliates' chapter 11 cases asks the U.S. Bankruptcy Court for the District of Delaware to confirm that shareholders are entitled to prosecute an action in the Court of Chancery of the State of Delaware to compel the Debtors to immediately honor their obligation to convene an annual shareholders' meeting. In the alternative, the Ad Hoc Committee wants the stay lifted so it may prosecute an action. Christina M. Thompson, Esq., at Connolly Bove Lodge & Hutz LLP, in Wilmington, Delaware, explains that for the last five years, the Debtors have failed to hold annual shareholders' meetings to, among other things, elect directors. She notes that Owens' Corning's failure is an actionable offense under Delaware law, entitling shareholders to commence a lawsuit against Owens Corning in the Delaware Chancery Court. Based on a 10-K statement the Debtors filed with the U.S. Securities and Exchange Commission for the fiscal year ended December 31, 2004, the terms of these purported Owens Corning directors have expired: Director Term Expiration -------- --------------- Gaston Caperton 2001 William W. Colville 2001 Landon Hilliard 2001 Robert B. Smith, Jr. 2001 Ann Iverson 2002 W. Walker Lewis 2002 Michael H. Thaman 2002 Norman P. Blake, Jr. 2003 David T. Brown 2003 W. Ann Reynolds 2003 Because no shareholders meeting has been called, Ms. Thompson says the 10 Directors have been wrongfully occupying Owens Corning board seats and have been drawing director fees and inappropriately making decisions for the Debtors in the last few years. Moreover, Messrs. Brown, Smith, and Thaman were appointed by the other purported directors postpetition and have never once stood election by Owens Corning shareholders. On December 15, 2005, the Ad Hoc Committee sent a letter to Owens Corning's Board requesting, among other things, that it convene the required annual shareholders' meeting. The Debtors responded on December 19, 2005, by refusing to convene the shareholders' meeting and, in addition, refusing to accept the Ad Hoc Committee's invitation to negotiate a consensual reorganization plan that maximizes estate value for all constituents. Ms. Thompson notes that the right to a shareholders' meeting, even with regard to a Chapter 11 debtor, arises from a fundamental principle of corporate democracy -- the shareholders' right to govern their corporation. In Manville Corp. v. Equity Sec. Holders Comm. (In re Johns-Manville Corp.), 801 F.2d 60, 64 (2d Cir. 1986), the U.S. Court of Appeals for the Second Circuit said, "if the right of stockholders to elect a board of directors should not be carefully guarded and protected, the statute giving the debtor a right to be heard or to propose a plan of reorganization could not truly be exercised, for the board of directors is the representative of the stockholders." Ms. Thompson says the U.S. District Court for the District of Delaware has ruled that the automatic stay does not prohibit shareholders from asserting their state law rights to effectuate a management change, including a voting of shares to oust a debtor's board of directors. She cites the case of Marvel Entertainment Group (In re Marvel Entertainment Group, 209 B.R. 832 (D. Del. 1997)) where the Delaware District Court vacated the Bankruptcy Court injunction that prevented the bondholders from voting the subsidiary's shares to replace the board absent further relief from the automatic stay. Also citing the Marvel case, the Ad Hoc Committee asserts that it is well within its rights to file action against the Debtors in Delaware Chancery Court. However, in deference to the Bankruptcy Court, the Ad Hoc Committee first seeks confirmation of its rights. Ms. Thompson points out that the Delaware Chancery Court is a specialized court, serving to primarily adjudicate matters of Delaware corporation law. Its expertise in this area cannot be matched by any other court and, accordingly, its opinions are cited authoritatively throughout the country on corporate law matters, she adds. Judge Fitzgerald will convene a hearing to consider the Ad Hoc Committee's request on January 30, 2006. The members of the Ad Hoc Committee are: (a) Catalyst Investment Management Co., LLC; (b) Clinton Group, Inc.; (c) Deutsche Bank Securities Inc.; (d) GSO Capital Partners LP; (e) Hain Capital Group, LLC; (f) Harbert Distressed Investment Master Fund, Ltd.; (g) Harvest Management, LLC; (h) JPMorgan; (i) Lehman Brothers; (j) Plainfield Asset Management LLC; (k) Taconic Capital Advisors LLC; (l) Tudor Investment Corporation; and (m) Venor Capital Management LP. The Ad Hoc Committee members currently hold, among other things, on an individual basis or through funds and accounts they manage: -- approximately 10.8 million shares in the aggregate of Owens Corning common stock, which holdings constitute 19.6% Of all issued and outstanding shares of Owens Corning common stock; and -- approximately 2.5 million shares in the aggregate of certain 6-1/2% convertible monthly income preferred securities issued by a non-debtor affiliate of Owens Corning, which holdings constitute approximately 62.5% of all issued and outstanding shares of the Preferred Securities. Owens Corning -- http://www.owenscorning.com/-- manufactures fiberglass insulation, roofing materials, vinyl windows and siding, patio doors, rain gutters and downspouts. Headquartered in Toledo, Ohio, the Company filed for chapter 11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837). Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the Debtors in their restructuring efforts. (Owens Corning Bankruptcy News, Issue No. 122; Bankruptcy Creditors' Service, Inc., 215/945-7000) PARMALAT USA: Assigns New Jersey Tax Refund to Farmland Dairies --------------------------------------------------------------- In its Schedules of Assets and Liabilities filed with the U.S. Bankruptcy Court for the Southern District of New York, Farmland Dairies LLC, a Parmalat USA Corporation debtor-affiliate, listed a contingent and unliquidated sales and use tax liability owing to the State of New Jersey. On August 6, 2004, the New Jersey Department of Treasury, Division of Taxation, filed Claim No. 876 against Farmland and Parmalat U.S.A. Corp. for $1,746,730. The New Jersey Treasury Department asserted a priority claim pursuant to Section 507(a)(8) of the Bankruptcy Code for various tax liabilities. Subsequently, on March 7, 2005, New Jersey filed Claim No. 1003 for $458,079 against Parmalat USA and Farmland, thus, (i) amending and superseding Claim No. 876 and (ii) asserting a priority claim for: * underpayment of corporation business taxes for 2002; * audits of sales and use tax for January 2000 through December 2003; and * underpayment of liter tax for 2003. The U.S. Debtors sought to: (a) expunge Claim No. 876 since it was amended and superseded by Claim No. 1003; (b) reduce the First Amended Claim to $421,723, because it was inconsistent with the Debtors' books and records; and (c) expunge and disallow the Original Claim as to Parmalat USA, and transfer the First Amended Claim in its entirety to Farmland. In response, New Jersey disagreed with the Debtors' proposed reduction of the First Amended Claim. However, New Jersey consented to the expungement of the Original Claim as against both Parmalat USA and Farmland, and the First Amended Claim solely as against Parmalat USA. The Court approved the consented expungement on May 18, 2005. Moreover, on June 1, 2005, New Jersey filed Claim No. 1035 against Parmalat USA and Farmland for $373,707, which superseded the First Amended Claim. On June 6, New Jersey amended Claim No. 1035 by filing Claim No. 1034 against Parmalat USA and Farmland for $429,341. Recently, Farmland received a refund from New Jersey in connection with an overpayment of federal income taxes in 2002 and 2003. For income tax purposes, Parmalat USA files a separate federal income tax return that takes into account Farmland's operations. Accordingly, the Refund is directed to Parmalat USA. Nonetheless, because Farmland is responsible for any and all liabilities related to the Amended Claims, the Refund is agreed to belong to Farmland. Against this backdrop, Farmland and Parmalat USA agree that the Refund will be deemed Farmland's property. Parmalat USA and Farmland are authorized to take all necessary actions to ensure the Refund is deposited in a Farmland bank account. Any and all liabilities related to the New Jersey Amended Claims or any other tax claims will be deemed Farmland's sole obligation. 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. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000) PHRIPP INC.: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Phripp, Inc. dba Joe's Package dba Miller's Wine & Spirits 2476 Highway 88 Hephzibah, Georgia 30815 Bankruptcy Case No.: 05-14188 Type of Business: The Debtor sells beer, wine, liquor, and other merchandise. Chapter 11 Petition Date: December 28, 2005 Court: Southern District of Georgia (Augusta) Judge: John S. Dalis Debtor's Counsel: Todd Boudreaux, Esq. Shepard, Plunkett, Hamilton, Boudreaux & Tisdale, LLP 207 North Belair Road Evans, Georgia 30809 Tel: (706) 869-1334 Total Assets: $718,540 Total Debts: $1,963,464 Debtor's 6 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ CIT Small Business Lending Value of security: $1,198,133 Corp. $718,500 P.O. Box 1529 Livingston, NJ 07039-1529 Jim Wright Shareholder business $481,097 718 Jones Creek Drive loan Evans, GA 30809 Janet DeRitis Shareholder business $135,000 2036 Edenton Trial loan Evans, GA 30809 Zagar Retail, Inc. $76,947 Georgia Department of Sales tax $70,000 Revenue Georgia Department of Withholding $2,285 Revenue RESIDENTIAL ACCREDIT: Fitch Rates Class B-1 & B-2 Certs. at Low-B ----------------------------------------------------------------- Fitch rates Residential Accredit Loans, Inc. mortgage pass-through certificates, series 2005-QS17: -- $506,354,454 classes A-1 through A-11, A-P, A-V, R-I, and R-II certificates senior certificates 'AAA'; -- $16,474,100 class M-1 'AA'; -- $5,671,200 class M-2 'A'; -- $4,591,000 class M-3 'BBB'. In addition, these privately offered subordinate certificates are rated by Fitch: -- $2,700,600 class B-1 'BB'; -- $2,160,500 class B-2 'B'; -- $2,160,524 class B-3 and is not rated by Fitch. The 'AAA' rating on the senior certificates reflects the 6.25% subordination provided by the 3.05% class M-1, the 1.05% class M-2, the 0.85% class M-3, the privately offered 0.50% class B-1, the 0.40% privately offered class B-2, and the 0.40% privately offered class B-3. Fitch believes the above credit enhancement will be adequate to support mortgagor defaults as well as bankruptcy, fraud, and special hazard losses in limited amounts. In addition, the ratings reflect the quality of the mortgage collateral, strength of the legal and financial structures, and Residential Funding Corp.'s servicing capabilities as master servicer. As of the cut-off date, Dec. 1, 2005, the mortgage pool consists of 2,503 conventional, fully amortizing, 30-year fixed-rate, mortgage loans secured by first liens on one- to four- family residential properties with an aggregate principal balance of $540,112,378. The mortgage pool has a weighted average original loan-to-value ratio of 75.40%. The pool has a weighted average FICO score of 717, and approximately 46.62% and 7.89% of the mortgage loans possess FICO scores greater than or equal to 720 and less than 660, respectively. Equity refinance loans account for 33.38%, and second homes account for 4.61%. The average loan balance of the loans in the pool is $215,786. The three states that represent the largest portion of the loans in the pool are California, Florida, and Virginia. All of the mortgage loans were purchased by the depositor through its affiliate, Residential Funding, from unaffiliated sellers as described in this prospectus supplement and in the prospectus, except in the case of 25.9% of the mortgage loans, which were purchased by the depositor through its affiliate, Residential Funding, from HomeComings Financial Network, Inc., or HomeComings, a wholly owned subsidiary of the master servicer. Approximately 12.1% and 10.2% of the mortgage loans were purchased from National City Mortgage Company and Universal American Mtg. Co., LLC, respectively, each an unaffiliated seller. Except as described in the preceding sentence, no unaffiliated seller sold more than 9.9% of the mortgage loans to Residential Funding. Approximately 75% of the mortgage loans are being subserviced by HomeComings. None of the mortgage loans were subject to the Home Ownership and Equity Protection Act of 1994. Furthermore, none of the mortgage loans are loans that, under applicable state or local law in effect at the time of origination of the loan are referred to as 'high-cost' or 'covered' loans or any other similar designation if the law imposes greater restrictions or additional legal liability for residential mortgage loans with high interest rates, points, and/or fees. For additional information on Fitch's rating criteria regarding predatory lending legislation, see the press release 'Fitch Revises Rating Criteria in Wake of Predatory Lending Legislation,' dated May 1, 2003, available on the Fitch Ratings Web site at http://www.fitchratings.com/ The mortgage loans were originated under GMAC-RFC's Expanded Criteria Mortgage Program. Alt-A program loans are often marked by one or more of these attributes: * a non-owner-occupied property; * the absence of income verification; or * a loan-to-value ratio or debt service/income ratio that is higher than other guidelines permit. In analyzing the collateral pool, Fitch adjusted its frequency of foreclosure and loss assumptions to account for the presence of these attributes. Deutsche Bank Trust Company Americas will serve as trustee. RALI, a special purpose corporation, deposited the loans in the trust, which issued the certificates. For federal income tax purposes, an election will be made to treat the trust fund as two real estate mortgage investment conduit. RESIDENTIAL ASSET: Fitch Puts BB+ Rating on $1.4MM Class B Certs. ----------------------------------------------------------------- Fitch rates Residential Asset Mortgage Products, Inc. mortgage asset-backed pass-through certificates, RAAC Series 2005-SP3: -- $254,984,000 classes A-1 through A-3 certificates senior certificates 'AAA'; -- $12,590,000 class M-1 'AA'; -- $8,827,000 class M-2 'A'; -- $3,473,000 class M-3 'BBB+'; -- $1,447,000 class M-4 'BBB'; -- $2,894,000 class M-5 'BBB-'; -- $1,447,000 privately offered class B 'BB+'. The 'AAA' rating on the senior certificates reflects the 11.90% initial credit enhancement provided by 4.35% class M-1, the 3.05% class M-2, the 1.20% class M-3, the 0.50% class M-4, the 1.00% class M-5, the 0.50% privately offered class B, along with overcollateralization. The initial and target OC is 1.30%. In addition, the ratings reflect the quality of the mortgage collateral, strength of the legal and financial structures, and Residential Funding Corp.'s master servicing capabilities. The collateral pool consists of 2,405 seasoned fixed- and adjustable-rate mortgage loans secured by first and second liens on one- to four-family residential properties with an aggregate principal balance of $289,424,491 as of the cut-off date. The weighted average current LTV is 77.04%. The average outstanding principal balance is $120,343, the weighted average coupon is 7.6985%, and the weighted average remaining term is approximately 308 months; 28.9% of the loans have prepayment penalties. The loans are geographically concentrated in California, Illinois and Florida. Approximately 19.7%, 11.3%, and 10.3% of the mortgage loans were purchased from Bank of America, N.A.; Decision One Mortgage Company, LLC; and First Franklin Financial Corporation, each an unaffiliated seller. Except as described in the preceding sentence, no seller that is not an affiliate of Residential Funding sold more than 7.9% of the mortgage loans to Residential Funding. Approximately 34.5% of the mortgage loans were purchased from other Residential Funding Corporation programs. Approximately 35.5% and 19.7% of the mortgage loans are being subserviced by GMAC Mortgage Group, Inc. and Bank of America, N.A., respectively. Approximately 35.8% of the mortgage loans are being subserviced by HomeComings Financial Network, Inc. Approximately 0.7% of the loans may be subject to special rules, disclosure requirements, and other provisions that were added to the federal Truth-in-Lending Act by the Home Ownership and Equity Protection Act of 1994. As to approximately 99.3% of the mortgage loans, none of such loans are 'high cost' loans as defined under any local, state or federal laws. For additional information on Fitch's rating criteria regarding predatory lending legislation, please see the press release issued May 1, 2003 entitled, 'Fitch Revises Rating Criteria in Wake of Predatory Lending Legislation', available on the Fitch Ratings Web site at http://www.fitchratings.com/ A substantial amount of the mortgage loans were originated using less restrictive underwriting guidelines than the underwriting standards applied by some other first lien mortgage loan purchase programs, including other programs of Residential Funding Corporation and the programs of Fannie Mae and Freddie Mac. JPMorgan Chase Bank will serve as trustee. RAMP, a special purpose corporation, deposited the loans in the trust, which issued the certificates. For federal income tax purposes, an election will be made to treat the trust fund as two real estate mortgage investment conduits. RESIDENTIAL FUNDING: Fitch Rates $1.5 Mil. Class B Certs. at Low-B ------------------------------------------------------------------ Fitch rates Residential Funding Mortgage Securities I, Inc.'s mortgage pass-through certificates, series 2005-S9: -- $352,851,296 classes A-1 through A-12, A-P, A-V, R-I, and R-II senior certificates 'AAA'; -- $7,515,400 class M-1 'AA'; -- $2,382,900 class M-2 'A' -- $1,466,400 class M-3 'BBB'; -- $916,500 privately offered class B-1 'BB'; -- $549,900 privately offered class B-2 'B'. The $916,565 privately offered class B-3 is not rated by Fitch. The 'AAA' rating on the senior certificates reflects the 3.75% subordination provided by the 2.05% class M-1, the 0.65% class M-2, the 0.40% class M-3, the 0.25% privately offered class B-1, the 0.15% privately offered class B-2, and the 0.25% privately offered class B-3. Fitch believes the above credit enhancement will be adequate to support mortgagor defaults as well as bankruptcy, fraud, and special hazard losses in limited amounts. In addition, the ratings reflect the quality of the mortgage collateral, strength of the legal and financial structures, and Residential Funding Corp.'s master servicing capabilities. As of the cut-off date, Dec. 1, 2005, the mortgage pool consists of 859 conventional, fully amortizing, 30-year fixed-rate mortgage loans secured by first liens on one- to four-family residential properties with an aggregate principal balance of approximately $366,598,962. The mortgage pool has a weighted average original loan-to-value ratio of 70.21%. The weighted-average FICO score of the loans in the pool is 738, and approximately 64% and 6.15% of the mortgage loans possess FICO scores greater than or equal to 720 and less than 660, respectively. Loans originated under a reduced loan documentation program account for approximately 26.67% of the pool, equity refinance loans account for 39.37%, and second homes account for 4.21%. The average loan balance of the loans in the pool is approximately $426,774. The three states that represent the largest portion of the loans in the pool are California, New York, and Virginia. None of the mortgage loans were subject to the Home Ownership and Equity Protection Act of 1994. Furthermore, none of the mortgage loans in the pool are mortgage loans that are referred to as 'high-cost' or 'covered' loans or any other similar designation under applicable state or local law in effect at the time of origination of such loan if the law imposes greater restrictions or additional legal liability for residential mortgage loans with high interest rates, points, and/or fees. For additional information on Fitch's rating criteria regarding predatory lending legislation, see the press release 'Fitch Revises Rating Criteria in Wake of Predatory Lending Legislation,' dated May 1, 2003, available on the Fitch Ratings Web site at http://www.fitchratings.com/ All of the mortgage loans were purchased by the depositor through its affiliate, Residential Funding, from unaffiliated sellers as described in this prospectus supplement and in the accompanying prospectus, except in the case of approximately 35.6% of the mortgage loans, which were purchased by the depositor through its affiliate, Residential Funding, from HomeComings Financial Network, Inc., a wholly owned subsidiary of the master servicer. Approximately 12.1% and 11.8% of the mortgage loans were purchased from HSBC Mortgage Corporation and First Savings Mortgage Corporation, respectively, each an unaffiliated seller. Except as described in the preceding sentence, no unaffiliated seller sold more than approximately 8.3% of the mortgage loans to Residential Funding. Approximately 78.0% of the mortgage loans are being subserviced by HomeComings Financial Network, Inc. U.S. Bank National Association will serve as trustee. RFMSI, a special purpose corporation, deposited the loans in the trust, which issued the certificates. For federal income tax purposes, an election will be made to treat the trust fund as two real estate mortgage investment conduit. RIVIERA HOLDINGS: Investor's Filing Earns S&P's Developing Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Las Vegas-based casino owner and operator Riviera Holdings Corp., including its 'B' corporate credit rating, on CreditWatch with developing implications. The CreditWatch listing follows the filing of a Schedule 13D by an investor group, which outlined a stock purchase agreement whereby the group had agreed to acquire the approximately 17% ownership stake in Riviera Holdings through a series of transactions over the next several months, subject to various approvals and conditions. The Chairman and CEO and an affiliated trust currently hold this ownership stake. The investor group is comprised of: * Flag Luxury Riv LLC, * Rivacq LLC, * High Desert Gaming LLC, and * various affiliated entities. In addition, the filing outlined a joint bidding agreement by which the group intends to enter into negotiations with the Riviera board of directors concerning a potential acquisition of the company. These agreements follow the announcement by the company on Nov. 8, 2005, that it had concluded its process of exploring strategic alternatives in an effort to enhance shareholder value. While the potential acquisition of the company by the previously mentioned investor group remains uncertain, the stock purchase agreement entered into with the Chairman and CEO expires within six months if an acquisition transaction does not occur. In resolving its CreditWatch listing, Standard & Poor's will continue to monitor developments associated with a potential acquisition of the company. As the company may not provide ongoing guidance relative to its progress, Standard & Poor's may decide to resolve the CreditWatch listing at a later date if it appears a transaction is not likely to occur. RIVIERA HOLDINGS: Moody's Revises Outlook to Negative ----------------------------------------------------- Moody's Investors Service revised the outlook of Riviera Holdings Corporation to negative following disclosure that: 1) Riviera's Chairman & CEO had agreed to sell 1.0 million share to a group comprised of Flag Luxury Riv LLC, Rivacq LLC and High Desert Gaming LLC (collectively, the "Flag Group"); 2) members of the Flag Group entered into a joint bidding agreement pursuant to which they will cooperate with each other in negotiating a potential acquisition of the company. As a result of these developments, it is possible that an acquisition or restructuring of the company may occur and could result in a deterioration of Riviera's credit profile. In such case, the company's ratings could be placed on review for downgrade. However, if no transaction occurs the rating outlook would likely revert back to stable. Pursuant to the stock agreement, Riviera's Chairman and CEO, William L. Westerman and a related family trust have agreed to sell 1.0 million share (or about 8.1%) for $15 per share to the Flag Group between January 3 and January 10, 2006. The agreement also contemplates the purchase by the Flag Group of another 650 million shares and an option to purchase 501,285 shares at $15 per share subject to various conditions. Mr. Westerman also agreed, subject to his fiduiciary obligations, to assist the group in its efforts to acquire the company. Moody's note that the indenture covering the company $215 million senior secured guaranteed notes contains a change of control provision requiring that the bonds be redeemed at a price of 101%. On November 8, 2005, the company concluded the process announced on February 15, 2005 to explore strategic alternatives to maximize shareholder value, due to the process not producing opportunities that were satisfactory to the board of directors. The ratings affirmation consider Riviera's: 1) high consolidated leverage (approximately 5.4x at September 30, 2005); 2) limited growth over the medium term at the company's main property which comprises 26 acres on the Las Vegas Strip; and 3) increased competitive nature of the Black Hawk, Colorado market resulting from the opening of newly expanded properties. These ratings were affirmed: * $215 million senior secured notes due 2010 -- B2; and * Corporate family rating -- B2. Riviera Holdings Corporation owns and operates the Riviera Hotel and Casino on the Las Vegas Strip and the Riviera Black Hawk Casino in Black Hawk, Colorado. ROAMING MESSENGER: Secures $1.2 Million Loan from Cornell Capital ----------------------------------------------------------------- Roaming Messenger (OTCBB:RMSG) secured $1,200,000 in financing from Cornell Capital Partners, LP, to fund continued development and growth of the Company. Under this financing, closed on Dec. 28, 2005, the company sold to Cornell a total of $1,200,000 in Secured Convertible Debentures. This debenture matures in three years on Dec. 27, 2008. During the term of the Debenture, Cornell may convert all or part of the principal amount of the Debenture into the Company's common stock at a share price that is the lower of: (a) $0.15 per share, effectively an 82% premium to the current market price or (b) 20% discount to the market price at the time of conversion. The company has already received a first installment of $400,000. A second installment of $350,000 will be advanced prior to the company filing a registration statement with the Securities and Exchange Commission in connection with this transaction. A third installment of $450,000 will be advanced two days prior to the effectiveness of the registration statement. "We are delighted to have the financial backing of an investor like Cornell Capital Partners," said Jon Lei, CEO of Roaming Messenger, Inc. "I believe 2006 will be the defining year for our Company as various market forces are coming into alignment. I am very excited about the prospects ahead." "We believe Roaming Messenger has a unique technology in the exciting and growing wireless sector. Especially their focus in the Homeland Security industry which continues to mature," stated Brian Keane, Senior Vice President, Corporate Finance at Cornell Capital. About Cornell Capital Partners LP Launched in 2001, Cornell Capital Partners LP -- http://www.cornellcapital.com/-- has committed over $1 billon in capital to over 150 companies listed in the U.S., U.K., Australia, Germany, Singapore and Canada. Cornell Capital Partners provides innovative financing solutions to growing companies in the small- cap sector, worldwide. About Roaming Messenger Roaming Messenger -- http://www.roamingmessenger.com/-- is the provider of a breakthrough mobile messaging technology that delivers a completely new and better way for government agencies and corporations to extend information and business processes to the mobile world. The company, based in Santa Barbara, California, has developed a proprietary technology that encapsulates workflow logic and data into smart software "messengers." Unlike regular e-mail and text messages, these messengers are encrypted, and have the ability to automatically move across wired and wireless devices, track down recipients, confirm receipt, deliver interactive content, and transmit real- time responses back to the sending application. The Roaming Messenger product is easily integrated into existing systems. It serves as a communication gateway to the mobile world for a variety of applications such as those used in emergency response, homeland security, logistics, healthcare, business continuity and financial services. Roaming Messenger is certified as a member of the BlackBerry(r) Independent Software Vendor Alliance program and has received Microsoft(r) Certified for Windows Mobile designation. At Sept. 30, 2005, Roaming Messenger's balance sheet showed a $448,980 stockholders deficit compared to a $40,437 equity deficit at June 30, 2005. SAV-ON LTD: Committee Taps Bracewell & Giuliani as Ch. 11 Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Sav-On, Limited, asks the U.S. Bankruptcy Court for the Northern District of Texas for authority to employ Bracewell & Giuliani LLP as its bankruptcy counsel. Bracewell & Giuliani will: (a) provide legal advice with respect to the Committee's powers and duties in this case; (b) prepare, on behalf of the Committee, all necessary applications, answers, orders, reports and other legal papers; (c) represent the Committee in any and all matters involving contests with the Debtors, other creditors, parties in interest and third parties; (d) negotiate a plan or plans of reorganization; and (e) perform all other customary legal services for the Committee, which may be necessary and property in these proceedings. John C. Leininger, Esq., an associate at Bracewell & Giuliani, discloses the Firm's attorneys and paralegals that may be designated to represent the Committee and their current, standard hourly rates are: Professional Designation Hourly Rate ------------ ----------- ----------- Samuel M. Stricklin, Esq. Partner $450 John C. Leininger, Esq. Associate $295 Monica R. Berry, Esq. Associate $255 Bryan Bustamante Legal Assistant $130 To the best of the Committee's knowledge, the Firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in 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 $7,844,155 in total assets and $14,971,386 in total debts. SAXON ASSET: Fitch Junks Rating on Class BF-1 Certificates ---------------------------------------------------------- Fitch Ratings has taken rating actions on these Saxon Asset Securities Trust issue: Series 1999-5 -- Class MF-1 affirmed at 'AA'; -- Class MF-2 affirmed at 'A'; -- Class BF-1 downgraded to 'CCC' from 'B-'. All of the mortgage loans in the series 1999-5 transactions were either originated or acquired by Saxon Mortgage, Inc. The mortgage loans consist of fixed-rate subprime mortgage loans and are secured by first liens, primarily on one- to four-family residential properties. As of the December 2005 distribution date, series 1999-5 transaction is 73 months seasoned, and the pool factor is approximately 12%. Saxon Mortgage Services, Inc., rated 'RPS2+' by Fitch, acts as servicer for all of the mortgage loans. The affirmations reflect a satisfactory relationship between credit enhancement and future loss expectations and affect approximately $24.8 million of outstanding certificates. The negative rating action on class BF-1, which affects approximately $9 million of outstanding certificates, reflects deterioration in the relationship between CE and future loss expectations. The high level of losses incurred has resulted in the continuous decline of overcollateralization, which is currently at $718,404 or 2.08% of the current collateral balance. Target OC is currently at $1,554,281, and the six-month average monthly loss, after application of excess spread, is approximately $113,665. This transaction has incurred cumulative losses to date of 5.76%, and approximately 18.96% of the remaining pool balance is more than 60 days delinquent. SHOPKO STORES: Holders Tendered $94,301,000 of 9-1/4% Senior Notes ------------------------------------------------------------------ ShopKo Stores, Inc. reported on Dec. 29, 2005, that its offer to purchase any and all of its outstanding $100 million principal amount of 9-1/4% Senior Notes due 2022 expired and ShopKo has repurchased all validly tendered Notes. The Offer expired as of 5:00 p.m., New York City time, on Dec. 28, 2005 and all of the conditions contained in the Offer have been satisfied or waived as previously announced. As of the expiration of the Offer, $94,301,000 in aggregate principal amount of the Notes were validly tendered. This amount represents approximately 94.3% of the outstanding principal amount of the Notes. ShopKo has repurchased all of the Notes that were validly tendered prior to the expiration of the Offer. On Aug. 15, 2005, ShopKo reported that it had received the requisite consents to amend the indenture governing the Notes. ShopKo executed a supplemental indenture on Aug. 16, 2005, eliminating substantially all of the restrictive covenants and certain events of default in the indenture governing the Notes. Notes that were not validly tendered in the Offer and remain outstanding will continue to be subject to the terms of the indenture as so amended. Banc of America Securities LLC acted 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. SOLUTIA INC: Has Until April 10 to File Plan of Reorganization -------------------------------------------------------------- As previously reported, Solutia Inc. and its debtor-affiliates asked the U.S. Bankruptcy Court for the Southern District of New York to further extend their exclusive period to file a plan of reorganization through January 9, 2006, and their exclusive period to solicit acceptances of that plan through March 6, 2006. Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, notes that the Debtors had indicated that they need the extension because, among other things, they were preparing their Environmental and Tort Liability Report. The Court had stated that it would not consider a plan of reorganization or disclosure statement until it had reviewed the Debtors' Environmental and Tort Liability Report. Subsequently, the Debtors submitted their Environmental and Tort Liability Report to the Court. The Court, however, requested a similar report from the Equity Committee. Mr. Cieri informs Judge Beatty that the Equity Committee currently plans to submit its own report to the Court in early 2006. Mr. Cieri says that at the time the Exclusivity Motion was filed, the Debtors believed that January 9, 2006, was an appropriate deadline. But as more than two months have passed since the filing of the Exclusivity Motion, Mr. Cieri asserts that the January 9 extension no longer affords the Debtors enough time to accomplish their goal of filing a consensual plan of reorganization. Thus, the Debtors ask the Court to further extend their Exclusive Filing Period through and including April 11, 2006, and their Exclusive Solicitation Period through and including June 5, 2006. Mr. Cieri assures the Court that the extension is necessary, will not prejudice the legitimate interests of creditors and other parties-in-interest, and will afford the Debtors a meaningful opportunity to pursue a consensual Chapter 11 plan. The Debtors reserve their right to request further extensions of the Exclusive Periods pursuant to Section 1121(d) of the Bankruptcy Code. Equity Committee Responds The Equity Committee remains concerned that the Debtors intend to propose a plan of reorganization premised on their Proposed Term Sheet. Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman LLP, in New York, explains that the plan described in the Debtors' Proposed Term Sheet provides no recovery for Solutia, Inc.'s public shareholders, while settling significant claims against Pharmacia Corporation for limited and inadequate consideration. The Equity Committee believes that any plan based on the Proposed Term Sheet could not satisfy the requirements of Section 1129 of the Bankruptcy Code. To that end, the Equity Committee is considering a potential competing plan of reorganization that recognizes the value of the litigation it brought. Based on recent discussions with the Debtors, the Equity Committee has decided to not formally object to the requested extension of the Exclusive Periods at this time. However, the Equity Committee wants to confirm that any further extension will not unduly prejudice its rights. Accordingly, the Equity Committee reserves all of its rights to seek to terminate the Debtors' Exclusive Periods at any time or to object to any further extensions that may be requested by the Debtors. Court Order Judge Prudent Carter Beatty rules that the Exclusive Filing Period will run through and including April 10, 2006, and the Exclusive Solicitation Period will run through and including June 5, 2006. Headquartered in St. Louis, Missouri, Solutia, Inc. -- http://www.solutia.com/-- with its subsidiaries, make and sell a variety of high-performance chemical-based materials used in a broad range of consumer and industrial applications. The Company filed for chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case No. 03-17949). When the Debtors filed for protection from their creditors, they listed $2,854,000,000 in assets and $3,223,000,000 in debts. Solutia is represented by Richard M. Cieri, Esq., at Kirkland & Ellis. (Solutia Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000) STRATUS SERVICES: Sells Assets of Two Calif. Offices to Tri-State ----------------------------------------------------------------- Stratus Services Group Inc. completed the sale of substantially all of the tangible and intangible assets, excluding cash and cash equivalents, of two of its California branch offices to Tri-State Employment Service, Inc. The offices sold were the branches in: * Bellflower, California; and * West Covina, California. Pursuant to the terms of an Asset Purchase Agreement between the Registrant and TES dated December 7, 2005, TES has agreed to pay to the Company as follows: -- 2% of sales of the California Branch Offices to existing clients for the first twelve-month period; -- 1% of sales of the California Branch Offices to existing clients for the second twelve-month period; and -- 1% of sales of the California Branch Offices to existing clients for the third twelve-month period. For purposes of calculating the amount owed by TES to the Company, in no event will the aggregate annual sales to the clients exceed $25 million. In addition, on or before April 15, 2006, the Company will be required to prepare a reconciliation reflecting collections from accounts receivable including in the TES Purchased Assets. To the extent collections from the accounts receivable are less than invoice sales, TES is entitled to offset against future payments to the Company an amount equal to 2% of the amount of the shortfall. If after April 15, 2006, TES collects any amounts reflected on its reconciliation as being uncollected, TES will remit to the Company 2% of such additional collections. On December 7, 2005, TES made a payment of $1,972,521 to Capital Temp Funds, one of the Company's creditors, and acquired Capital Temp Funds' rights to certain of the Company's accounts receivable that collateralize the Company's obligation to Capital Temp Funds. As a result of this transaction, the Company's obligations to the Capital Temp Funds were reduced by $1,972,521. The Company is required to reimburse TES by April 15, 2006, for certain costs and fees, including interest, incurred by TES in connection with its transaction with the Lender. The Company does not anticipate that the costs will be significant. In connection with the transaction, each of Stratus and TES entered into Non-Compete and Non-Solicitation Agreements pursuant to which Stratus agreed not to compete with TES with the customers of and in the geographic area of the California Branch Offices, and TES 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 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 TES Asset Purchase Agreement is available for free at http://ResearchArchives.com/t/s?409 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. TENFOLD CORPORATION: Obtains $600,000 Interim Loans from Directors ------------------------------------------------------------------ TenFold(R) Corporation (OTC Bulletin Board: TENF) received interim financing totaling $600,000 from members of its Board of Directors. TenFold entered into promissory notes for $200,000 each with: * Mr. Robert W. Felton, TenFold's Chairman, President and Chief Executive Officer and a substantial TenFold shareholder; * Wasatch Investments LLC, an investment entity associated with TenFold Director Robert E. Parsons, Jr.; and * First Media TF Holdings LLC, an investment entity and substantial TenFold shareholder associated with TenFold Director Ralph W. Hardy Jr. "I appreciate my fellow Board members joining me to provide this support to TenFold," said Mr. Felton. "These notes are intended to provide interim financing to TenFold while we seek to secure appropriate equity financing. Securing proper financing and igniting TenFold's revenue engine are my two top priorities. My short-term goals are to complete a financing in January, and to generate sufficient sales to reach a sustainable cash flow positive run-rate by the end of Q1 2006, barring unforeseen circumstances." The identical notes are senior to other TenFold indebtedness and equity, bear interest at 10%, and are due upon the earlier to occur of: * the closing of equity financing of $2 million or more, * January 31, 2006, or * a liquidation event. The disinterested members of TenFold's Board of Directors approved these transactions. TenFold Corporation (OTC Bulletin Board: TENF) -- http://www.tenfold.com/-- licenses its patented technology for applications development, EnterpriseTenFold(TM), to organizations that face the daunting task of replacing obsolete applications or building complex applications systems. Unlike traditional approaches, where business and technology requirements create difficult IT bottlenecks, EnterpriseTenFold technology lets a small, team of business people and IT professionals design, build, deploy, maintain, and upgrade new or replacement applications with extraordinary speed, superior applications quality and power features. As of September 30, 2005, TenFold's balance sheet reflected a $945,000 stockholders' deficit, compared to $2,281,000 of positive equity at Dec. 31, 2004. * * * Going Concern Doubt Tanner LC expressed substantial doubt about TenFold's ability to continue as a going concern after it audited the company's financial statements for the fiscal year ended Dec. 31, 2004. The auditor pointed to the company's problems in raising capital. TenFold disclosed that it is presently focusing on selling new, larger license deals with current customers who have experienced the Company's value proposition, exploring distribution agreements, and continuing discussions with potential investors about the possibility of raising capital. The Company stated in its quarterly report that several of its independent Board members expressed interest in considering and possibly participating in a capital raising transaction that might include potential outside investors. The possible transaction would seek to raise approximately $5 million to $10 million. There can be no assurance that the Company will be successful in raising capital, and these risks may have a materially adverse effect on its future cash flow and operations. Without material cash inflows from new sales or capital raising, the Company disclosed that it will not have sufficient resources to continue as a going concern through 2005, as the Company will exhaust its existing cash balances by the fourth quarter of 2005. UAL CORP: Majority of Creditors Accept Plan of Reorganization ------------------------------------------------------------- UAL Corporation (OTC Bulletin Board: UALAQ), the holding company whose primary subsidiary is United Airlines, reported on Dec. 30, 2005, that all the classes of creditors voting on its Plan of Reorganization have accepted the Plan. "We are pleased to have received this support for our Plan from our creditors. These results validate our efforts to develop an exit plan that is in the best interests of all of our stakeholders and maintains our strong momentum toward emerging from Chapter 11 in February," said Glenn Tilton, United's Chairman, CEO and President. A chart setting forth the Voting Results shows that majority of unsecured creditors holding majority of the dollar value of unsecured claims voted to accept the Plan: Plan Accepted/ Accepting Accepting UAL Plan Classes Rejected Numerosity Dollar ________________ _____________ __________ _________ Class 1 D Unsecured Convenience Accepted 100% 100% Class Claims Class 1E-1 Unsecured Retained No Vote(*) No Vote No Vote Aircraft Claims Class 1E-2 Unsecured Rejected Accepted 100% 100% Aircraft Claims Class 1E-3 Other Unsecured Claims Accepted 81.989% 79.455% (*) Ballots were distributed to 20 eligible voting creditors in this class, however, no Ballots were returned. Consolidated United Plan Accepted/ Accepting Accepting Debtors Plan Classes Rejected Numerosity Dollar ____________________ _____________ __________ _________ Classes 2D-1, 3D - 28D Unsecured Convenience Accepted 88.347% 90.470% Class Claims Class 2D-2 Unsecured Retiree Accepted 95.167% 92.364% Convenience Class Claims Classes 2E-1 and 3E-1 Unsecured Retained Accepted 98.889% 99.504% Aircraft Claims Classes 2E-2 and 3E-2 Unsecured Rejected Accepted 64.286% 83.824% Aircraft Claims Class 2E-3 Unsecured PBGC Claim Accepted 100% 100% Class 2E-4 Unsecured Chicago Accepted 99.655% 99.972% Municipal Bond Claims Class 2E-5 Unsecured Public Debt Accepted 100% 100% Aircraft Claims Classes 2E-6, 3E-3, 4E-28E Other Unsecured Claims Accepted 69.102% 85.784% Poorman-Douglas, the claims and solicitation agent in UAL's Chapter 11 case, tabulated the results of voting on the Plan and filed a voting report with the U.S. Bankruptcy Court for the Northern District of Illinois confirming that UAL received more than a sufficient number of accepting votes based on the Plan's consolidated class structure. By law, 50% of those creditors voting in a class, representing at least 66.67% of dollar amount voting in that class, must vote in favor of a plan for that class to be considered an accepting class. The Court has scheduled a confirmation hearing on United's Plan on Jan. 18, 2006. Headquartered in Chicago, Illinois, UAL Corporation -- http://www.united.com/-- through United Air Lines, Inc., is the holding company for United Airlines -- the world's second largest air carrier. The Company filed for chapter 11 protection on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $24,190,000,000 in assets and $22,787,000,000 in debts. URBAN HOTELS: Wants M. Jonathan Hayes as Bankruptcy Counsel ----------------------------------------------------------- Urban Hotels Inc., asks the U.S. Bankruptcy Court for the Central District of California for permission to employ M. Jonathan Hayes, Esq., of Woodland Hills, California, as its bankruptcy counsel. Mr. Hayes will: (a) advise and assist regarding compliance with the requirements of the U.S. Trustee; (b) advise regarding matters of bankruptcy law, including the rights and remedies of the Debtor with regard to its assets and with respect to the claims of creditors; (c) conduct examinations of witnesses, claimants or adverse parties and prepare and assist on the preparation of reports, accounts and pleadings; (d) give advice concerning the requirements of the Bankruptcy Code and the applicable rules; (e) assist with negotiation, formulation, confirmation and implementation of a chapter 11 plan; (f) make appearances in the Court on behalf of the Debtor; and (g) take such other action and perform such other services as the Debtor may require. Mr. Hayes tells the Court that he will bill $300 per hour for his services. Mr. Hayes discloses that the Debtor has paid him a retainer of $25,000. Mr. Hayes assures the Court that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Culver City, California, Urban Hotels, Inc., operates LA Plaza Hotel. The Debtor filed for chapter 11 protection on Nov. 29, 2005 (Bankr. C.D. Calif. Case No. 05-50140). When the Debtor filed for protection from its creditors, its listed assets totaling $23 million and debts totaling $20 million. URBAN HOTELS: Bankruptcy Schedules Due Tomorrow ----------------------------------------------- Urban Hotels Inc. sought and obtained an extension from the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, of its time to file its schedules of assets and liabilities and statements of financial affairs. The Debtor has until tomorrow, Jan. 3, to file those documents. The Debtor told the Court that its counsel have been working diligently working on completing the schedules and statements but were unable to complete them in time. In addition, the Debtor have also spent considerable time attempting to secure the use of its lender's cash collateral so that its operations won't be halted during the bankruptcy proceeding. Headquartered in Culver City, California, Urban Hotels Inc., operates Lax Plaza Hotel. The Company filed for chapter 11 protection on Nov. 29, 2005 (Bankr. C.D. Calif. Case No. 05-50140). M. Jonathan Hayes, Esq., of Woodland Hills, California, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $23,000,000 in assets and $20,000,000 in debts. URBAN HOTELS: U.S. Trustee Will Meet with Creditors on January 17 ----------------------------------------------------------------- The United States Trustee for Region 16 will convene a meeting of Urban Hotels Inc.'s creditors at 10:00 a.m., on Jan. 17, 2006, at Room 2610, 725 S. Figueroa Street in Los Angeles, California. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Culver City, California, Urban Hotels Inc., operates Lax Plaza Hotel. The Company filed for chapter 11 protection on Nov. 29, 2005 (Bankr. C.D. Calif. Case No. 05-50140). M. Jonathan Hayes, Esq., of Woodland Hills, California, represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed $23,000,000 in assets and $20,000,000 in debts. US AIRWAYS: Asks Court to Disallow BofA's Multi-Mil. Admin. Claims ------------------------------------------------------------------ Bank of America, N.A. (USA), and Bank of America, N.A., filed 10 administrative claims against US Airways, Inc., US Airways Group, PSA Airlines, Inc., Piedmont Airlines, Inc., and Material Services Company, Inc. According to Mark H. Epstein, Esq., at Munger, Tolles & Olson LLP, in Los Angeles, California, Bank of America's Administrative Claims arise from a Co-Branded Card and Merchant Services Agreement, dated May 20, 2003, and any matters pertaining to credit cards, debit cards, or similar products. Bank of America alleges that the Reorganized Debtors breached an exclusivity provision of the Card Agreement by allowing Juniper Bank to issue co-branded credit cards, commencing on January 1, 2006. The Reorganized Debtors believe that Bank of America's basis fails because the Card Agreement provides that if a merger involving them or their affiliates and a third party that has a contract with a Card issuer other than Bank of America, the Debtors may either elect to have Bank of America remain the exclusive card provider or elect to provide a "Two-Program" notice in which case both cards would be utilized. Mr. Epstein notes that US Airways' merger partner, America West Airlines, had a contract with another Card Issuer to issue a competing card. Thus, US Airways had the option of providing a Two-Program notice. In addition, Mr. Epstein points out that the Administrative Claims concerning the Juniper contract also have been waived. Bank of America deliberately entered into negotiations with the Debtors to cause them to choose it as exclusive card issuer, notwithstanding the Merger Provision or any other provision of the Card Agreement. Throughout those negotiations, Mr. Epstein asserts, Bank of America elected not to bring its breach of contract theory to the attention of the Debtors or the Court. Moreover, Mr. Epstein tells the Court, in August 2005, Bank of America had been informed that America West and Juniper had amended their prior contract and assigned the rights to US Airways pursuant to an Amended Juniper Agreement. By electing to participate in negotiations rather than assert their claimed contractual right, and by permitting the other entities involved to commit themselves contractually in the absence of an assertion of rights, Bank of America knowingly waived its claims that the Debtors' negotiation and consummation of the Amended Juniper Agreement constituted a breach of the Card Agreement. Mr. Epstein points out that the Amended Juniper Agreement was an important part of the Debtors' Plan of Reorganization because the $455,000,000 that Juniper paid to the Debtors pursuant to the Amended Juniper Agreement helped provide the liquidity necessary to allow them to emerge from bankruptcy. Bank of America was aware of the role the Amended Juniper Agreement played in the reorganization because that role was disclosed in filings provided to Bank of America. Nonetheless, Bank of America elected not to assert what it now claims is a contractual right to challenge the Amended Juniper Agreement. Specifically, papers filed by Bank of America during the Plan confirmation process did not question the validity of the Amended Juniper Agreement, and Bank of America did not object to the Plan of Reorganization on this basis. Mr. Epstein also argues that Bank of America is estopped from asserting its Administrative Claims. Bank of America was aware not only that the $455,000,000 was a large part of the Plan, but that the rest of the liquidity raised by US Airways came from investors relying in part on the $455,000,000 US Airways expected from Juniper. If Bank of America believed that the Amended Juniper Agreement was improper or should be enjoined, or that by entering into that contract the Debtors had breached the Card Agreement, it was incumbent on Bank of America to object to the Plan before it was declared feasible and confirmed by the Court. Bank of America knew of its potential claim in May 2005 when negotiations with Juniper were ongoing. At a minimum, Bank of America was aware of the Amended Juniper Agreement in August 2005, when it was publicly announced and Bank of America was given personal notice. Accordingly, the Reorganized Debtors ask the U.S. Bankruptcy Court for the Eastern District of Virginia to disallow and reject in their entirety each of Bank of America's claims. 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) US AIRWAYS: Gets Court Okay to Establish Disputed Claims Reserve ---------------------------------------------------------------- Certain parties-in-interest object to the move of U.S. Airways, Inc., and its debtor-affiliates to establish a distribution reserve as a mechanism to retain new common stock for future distributions. As reported in the Troubled Company Reporter on Dec. 6, 2005, the Reorganized Debtors seek the U.S. Bankruptcy Court for the Eastern District of Virginia's authority to establish a Distribution Reserve of Unsecured Creditors Stock. Specifically, the Debtors propose to establish: -- a $180,907,130 reserve for 1,223 disputed, contingent and unliquidated claims asserting amounts aggregating $15,263,839,326; and -- a $199,524,000 reserve for 166 potential claims arising from the rejection of executory contracts and unexpired leases included on the Post-Effective Date Determination Schedule. The Objectors dispute the specific amounts the Reorganized Debtors are proposing to place in the Distribution Reserve on account of the Objectors' Claims. The Objectors seek substantially higher reserve amounts on account of their claims. The Objecting Parties are: 1. Rolls Royce PLC; 2. Greater Orlando Aviation Authority; 3. Embraer - Empresa Brasileira de Aeronautica SA, Embraer Aircraft Customer Services, Inc., Jurema, Ltd., Embraer Finance Ltd., and Embraer Aircraft Maintenance Services, Inc.; 4. Terri L. Parman; 5. CIT Leasing Corporation, The CIT Group/Corporate Aviation, Inc., Millennium Leasing Company II, LLC, Newcourt Capital USA Inc., the TIC Trust, Wells Fargo Bank Northwest, National Association, solely in its capacity as Owner Trustee, and Wachovia Bank, National Association, solely in its capacity as Owner Trustee; 6. Maryland Aviation Administration and Maryland Department of the Environment of the State of Maryland; 7. Ronald A. Katz Technology Licensing LP; 8. Internal Revenue Service; 9. Deanna Carraway; 10. Bureau of Workers' Compensation of Ohio; 11. Robert C. Todd; 12. Ingrid Castillo; 13. Sharen Jordan; 14. Fougere Holcombe; 15. Samuel Garofalo; 16. Roger N. Thomas; 17. Philip Garland; 18. Dorothy Ruggiero; 19. City of Charlotte, North Carolina; 20. Phillip Frazier; and 21. Melanie Robinson. (A) Rolls Royce James E. Anklam, Esq., at Paul, Hastings, Janofsky & Walker LLP, argues that the Debtors' request totally avoids and circumvents the claims objection process. Should the Court grant the Debtors' request, Rolls Royce PLC would effectively be precluded from any recovery of any portion of their asserted Claim. Rolls Royce asks the Court to provide a $173,210,144 reserve for its claim. (B) Greater Orlando Aviation Authority When Greater Orlando Aviation Authority filed its proof of claim, Roy S. Kobert, Esq., at Broad and Cassel, in Orlando, Florida, informs the Court that GOAA included supporting attachments that show how it calculated the claim amount. Mr. Kobert contends that while the Debtors sought to estimate GOAA's filed claim at $0, the Debtors did not provide any explanation of their proposed estimate, other than the fact that they have objected to the claim. By seeking a cap of an arbitrary amount of $0, Mr. Kobert points out that the Debtors would effectively disallow GOAA's filed claim even before the Court has ruled on the pending objection to the claim. Mr. Kobert notes that the objection has been pending for over two years. (C) Embraer Timothy J. Lynes, Esq., at Katten Muchin Rosenman LLP, in Washington, D.C., points out that the Debtors failed to provide a reserve amount for damages that will be suffered by Empresa Brasileira De Aeronautica SA, Embraer Aircraft Customer Services, Inc., Jurema, Ltd., Embraer Finance Ltd., and Embraer Aircraft Maintenance Services, Inc., if these agreements are not assumed by the Debtors: -- Purchase Agreement DCT-021/03, -- Letter Agreement DCT-022/03, and -- Financing Letter of Agreement DCT-023/03. Mr. Lynes asserts that the assumption of the Purchase Agreements is not a forgone conclusion because of the recent term sheet drafts providing for Embraer to have an allowed unsecured claim amount equal to 7.5% of the Basic Price for 57 Firm Aircraft. In addition, Mr. Lynes asserts, the Debtors' request incorrectly attempts to establish a claims reserve for a Customer Services Agreement that is a postpetition administrative expense obligation, and for another Customer Services Agreement that has been terminated and for which no amounts are due. Furthermore, the request incorrectly lists claims against Finance, Maintenance Services and Jurema, which have been fully satisfied and for which no claims reserve need be established. On March 31, 2005, the Court already authorized US Airways, Inc., to sell 10 Embraer 170 aircraft to Republic Airways Holdings Inc. and subsequently, the sale was completed. In connection with the sale, the claims of Jurema and Finance were satisfied in full. Debtor Piedmont Airlines, Inc. has also fully paid the debt that gave rise to Maintenance Services' Claim. Maintenance Services has requested the Debtors to issue an estoppel letter confirming that the Debtors will not seek return of Piedmont's payment under Chapter 5 of the Bankruptcy Code, as the payment was Court- authorized for the prepetition debt of a maintenance provider. Accordingly, Embraer asks the Court to establish a reserve equal to 7.5% of the Basic Price for 57 Firm Aircraft for Embraer's potential rejection damages under the Purchase Agreement. Embraer also wants the Debtors to remove the references to LOI #1 and LOI #2, Jurema and Finance, and the Maintenance Services Claim from the request. (D) Wells Fargo, et al. Claim Nos. 3372 to 3375 filed by Wells Fargo Bank Northwest, National Association, as Owner Trustee on behalf of Millennium Leasing Company II, against both US Airways, Inc., and Piedmont Airlines, Inc., relate to two aircraft that were leased to US Airways, which, in turn, subleased to Piedmont. Pursuant to a Court-approved stipulation, US Airways agreed to the withdrawal of Claim Nos. 3373 and 3375 and to withdraw its objection to Claim No. 3374. The parties also agree to allow Claim Nos. 3372 and 3374 as the surviving claims. In this regard, Wells Fargo, C.I.T. Leasing Corporation, The CIT Group/Corporate Aviation, Inc., Millennium Leasing Company II, LLC, Newcourt Capital USA Inc., the TIC Trust, and Wachovia Bank, National Association object to the $101,000 distribution reserve the Debtors proposed for Claim No. 3372 and a $0 distribution reserve for Claim No. 3374. The Debtors have provided no reason why a distribution reserve in relation to these claims should be established in any amount less than the face amount of the claims, Linda Lemmon Najjoum, Esq., at Hunton & Williams, in McLean, Virginia, contends. The Objectors also believe that the distribution reserve for Claims Nos. 3372 and 3374 should be established at $270,000 for each claim. Because Claim Nos. 3373 and 3375 have been withdrawn, the reserve for those claims can be established at $0. (E) Maryland Aviation & Maryland Department of Environment A $0 reserve amount results in disallowance of Claim Nos. 5063, 5064 and 5066 filed by Maryland Aviation & Maryland Department of Environment without the Debtors ever having established that their objections have merit, Rolf Marshall, Esq., at Preston Gates & Ellis LLP, in Washington, District of Columbia, argues. Maryland Aviation and Maryland Department of Environment provided substantial documentation to support their claims. In contrast, Mr. Marshall says the Debtors are using a procedural motion to make determinative rulings on claims that have not been adequately rebutted nor considered on the merits. Accordingly, Maryland Aviation & Maryland Department of Environment asks the Court to deny the request. (F) Robert Todd Robert C. Todd objects to the request because he is not a claimant falling into any one the categories listed by the Debtors. Mr. Todd's only claim is for the preservation of his shareholder's equity common stock interest. Mr. Todd asks the Court to confirm the propriety of his claim. Mr. Todd wants the Plan to provide that he will retain his right to vote 100 shares of the new equity common stock but that he is restricted from transferring the shares. (G) Internal Revenue Service The Internal Revenue Service filed Claim No. 6206 against U.S. Airways Group for $11,110,771; Claim No. 5006 against Material Services Co., Inc. for $52,086; and Claim No. 5007 against Piedmont Airlines for $88,696. Trial Attorney Michael J. Martineau, Esq., in Washington, D.C., tells the Court that Claim No. 6206 is made up of: -- a $4,346,942 secured portion; and -- a $6,763,829 priority portion. Of the three claims, the Debtors sought to reduce only Claim No. 6206 to $6,532,017. The Debtors' request did not indicate how the amount was determined or the basis for reducing the IRS' claim, Mr. Martineau points out. Mr. Martineau contends that the request should have been filed as an adversary proceeding as it sought to determine the validity, priority or extent of the IRS' lien. A large portion of the IRS Claim, which the Debtors sought to reduce, is a secured claim. They cannot circumvent the rules simply by trying to attack the IRS Claim through an omnibus claim estimation procedure rather than attacking it head on, Mr. Martineau argues. There is the very basic question of whether the Debtors' Plan and the request contemplate its applicability to the IRS Claim, Mr. Martineau says. The IRS' secured and priority claims against US Airways Group are not the types of claims defined in the Plan as claims that will take through the reserve. The reserve is for general, unsecured claims, not priority claims. Hence, the IRS asks the Court to determine that the Debtors' request does not apply to its Claims. (H) City of Charlotte The Debtors and Charlotte entered into a Letter of Agreement for the assumption of five leases. The Debtors acknowledged that Charlotte was entitled to a cure payment of $919,389. The parties agreed to a mechanism to effectuate the Cure Payment. The Debtors have proposed a $0 reserve amount for each of Charlotte's claims. In this regard, Charlotte objects to the request solely to preserve its rights under the Letter Agreement. To the extent that the Debtors acknowledge that neither the Cure Payment nor the Letter Agreement is affected by the request, Charlotte has no objection. (I) Phillip Garland Phillip A. Garland filed Claim No. 3007, asserting an unsecured, priority claim for $17,000,000. Mr. Garland contends that his claim is valid and it should be paid in full from insurance he contends is available to pay his claim. (J) Phillip Frazier Phillip Frazier insists that his $9,060,000 claim is valid under Federal law. (K) Fougere Holcombe Fougere Holcombe filed Claim No. 3018 asserting a $60,475,000 claim against the Reorganized Debtors on account of past due wages for $175,000, lost pension benefits for $300,000, and for violation of the Americans with Disabilities Act for $60,000,000. She objects to the proposed $50,000 distribution reserve on account of her claim. (L) Ronald Katz Ronald Katz Technology Licensing, LP, filed two identical claims, each for $3,249,930, in the case of US Airways, Inc. -- Claim No. 4194 -- and in the case of US Airways Group, Inc. -- Claim No. 4196. The Debtors' request provided for a reserve in the full amount of the claim under Claim No. 4194 and a reserve for $0 for Claim No. 4196. RKTL objects to setting the Distribution Reserve amount for Claim No. 4196 at $0. RKTL wants the reserve set at the full amount of that claim. Reorganized Debtors Respond The Reorganized Debtors inform the Court that all but nine of the Objections have been consensually resolved either through agreement between the parties or by the Reorganized Debtors' agreement to reserve the full amount asserted by the objector in its applicable Objection or Claim. In addition, the Reorganized Debtors and certain parties have agreed to adjust reserve amounts on the parties' request without the parties' filing of an objection. The Reorganized Debtors also made certain adjustments to the reserve amounts based on negotiations with parties that did not file objections. The unresolved objections and the Debtors' reply to those objections are: Objecting Party Debtors' Response --------------- ----------------- Embraer The Debtors and Embraer are in talks regarding a global settlement of all issues relating to the Purchase Agreement. Because Embraer admits that there is no obligation owing with regard to LOI #1, Embraer has no reasonable basis to object to the agreement being listed with a $0 reserve and any objection related to the reserve for LOI #1 should be overruled. To the extent that Embraer contends that obligations owing under LOI #2 would be administrative expense claims, the Distribution Reserve is not intended to affect or apply to the asserted administrative expense claims. Since the reserve set for LOI #2 does not affect or determine Embraer's purported administrative claim with regard to obligations owing for LOI #2, Embraer's objection in regard to the reserve established for LOI # 2 should be overruled. The Debtors agree to remove the claims filed by Finance and Jurema, Claim Nos. 3423, 6077, and 3421 and 6079, in the Distribution Reserve if Embraer will withdraw the claims from the claims registry. Otherwise, the claims should remain on the Distribution Reserve in a $0 amount. Under the Plan, the Reorganized Debtors have waived the right to pursue any avoidance actions under Chapter 5 of the Bankruptcy Code. Accordingly, the estoppel letter is not necessary. Phillip A. Mr. Garland's claim was filed a priority Garland claim and the Debtors' request does not apply to priority claims. Phillip Frazier The Reorganized Debtors and Mr. Frazier have filed summary judgment motions on account of Mr. Frazier's claim and the Reorganized Debtors' objections to the claim. If the Court denies the Reorganized Debtors' Summary Judgment Motion, then the Debtors will, in their discretion, set a reserve on account of the Claim. GOAA The $1,790,243 portion of Claim No. 3300 has already been resolved through a cure letter agreement. The remaining $7,198,448 was rendered moot by confirmation of the Plan of Reorganization in USAir II. Fougere Holcombe While the Reorganized Debtors dispute the merits of Ms. Holcombe's claim, the Reorganized Debtors are willing to provide for a reasonable reserve on account of her Disputed Claim. However, a reserve of Ms. Holcombe's claim at its face amount of $60,475,000 is unreasonable. Maryland Each of the four claims assert for the same alleged environmental remediation costs for the same amount, hence, a single reserve for the $23,434,868 claim is appropriate. Rolls Royce The portion of Rolls Royce claim that was not included in the reserve amount was related to Rolls Royce's claim for damages based on the rejection by the Reorganized Debtors of TotalCare Program Agreement. Ronald Katz The Plan provides for one common pool of Unsecured Creditor Stock from which all creditors, regardless of which Debtor their claim is against, receive a distribution on account of an Allowed General Unsecured Claim. Robert Todd The Distribution Reserve does not apply to equity or interest holders. The equity interests, as those held by Mr. Todd, were cancelled and extinguished under the Plan. * * * Judge Stephen S. Mitchell authorizes the Reorganized Debtors to establish the Distribution Reserve by withholding a sufficient amount of Unsecured Creditors Stock to reserve for potential distributions to General Unsecured Creditors with Distribution Reserve Claims on a Pro Rata basis. In addition, Judge Mitchell authorizes the Reorganized Debtors to adjust the Distribution Reserve, without further Court order, when and as each Distribution Reserve Claim is resolved by stipulation or final order. Judge Mitchell clarifies that the Reorganized Debtors will retain their rights to object to the allowance or classification of any Distribution Reserve Claim on all factual grounds, including, by seeking: (a) the disallowance of the Distribution Reserve Claims; (b) the reduction of the Distribution Reserve Claims to amounts less than the proposed reserve amounts proposed; and (c) the reclassification of the Distribution Reserve Claims to other Plan Classes. Furthermore, Judge Mitchell says the Distribution Reserve Claims will only be paid from the Unsecured Creditors Stock available in the Distribution Reserve and no other accounts, reserves or other sources of funds will be used to pay the Distribution Reserve Claims. Any Claims not identified as Distribution Reserve Claims will not receive any distribution of Unsecured Creditors Stock. 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) WACHOVIA BANK: Fitch Puts Low-B Ratings on $63.4 Mil. Certificates ------------------------------------------------------------------ Wachovia Bank Commercial Mortgage Trust, series 2005-C22, commercial mortgage pass-through certificates are rated by Fitch Ratings: -- $49,139,000 class A-1 'AAA'; -- $93,894,000 class A-2 'AAA'; -- $164,597,000 class A-3 'AAA'; -- $148,538,000 class A-PB 'AAA'; -- $940,984,000 class A-4 'AAA'; -- $376,729,000 class A-1A 'AAA'; -- $253,412,000 class A-M 'AAA'; -- $152,047,000 class A-J 'AAA'; -- $2,534,116,890 class IO 'AAA'*; -- $22,174,000 class B 'AA+'; -- $31,676,000 class C 'AA'; -- $25,341,000 class D 'AA-'; -- $47,515,000 class E 'A'; -- $31,676,000 class F 'A-'; -- $28,509,000 class G 'BBB+'; -- $28,509,000 class H 'BBB'; -- $34,844,000 class J 'BBB-'; -- $15,838,000 class K 'BB+'; -- $12,671,000 class L 'BB'; -- $12,670,000 class M 'BB-'; -- $6,336,000 class N 'B+'; -- $6,335,000 class O 'B'; -- $9,503,000 class P 'B-'. * Notional Amount and Interest Only. Classes A-1, A-2, A-3, A-PB, A-4, A-1A, A-M, A-J, B, C, D, and E are offered publicly, while classes F, G, H, J, K, L, M, N, O, P, and IO are privately placed pursuant to rule 144A of the Securities Act of 1933. The certificates represent beneficial ownership interest in the trust, primary assets of which are 149 fixed loans having an aggregate principal balance of approximately $2,534,116,891, as of the cut-off date. WESTERN IOWA: Court Approves McGill Gotsdiner as Bankr. Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nebraska gave Western Iowa Limestone, Inc., permission to employ McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., as its general bankruptcy counsel. The Court approves the Debtor's request subject to its findings that: a) the Court's order is not a determination that McGill Gotsdiner's services are necessary; b) no determination is made that the person or entity being employed by the Debtor represents no adverse interest; and c) no fee agreement between the applicant and the person or entity being employed by the Debtor is binding on the court. McGill Gotsdiner will: 1) prepare on behalf of the Debtor all necessary pleadings and other documents required in its bankruptcy case; and 2) perform all other legal services to the Debtor that appropriate and necessary in its chapter 11 case. Richard D. Myers, Esq., a member at McGill Gotsdiner, is one of the lead attorneys for the Debtor. Court records don't show if McGill Gotsdiner received a retainer, nor do they disclose the firm's professionals' compensation rates. McGill Gotsdiner assured the Court that it does not represent any interest materially adverse to the Debtor and is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Harlan, Iowa, Western Iowa Limestone, Inc., is a construction company and a producer of limestone. The Company filed for chapter 11 protection on Dec. 12, 2005 (Bankr. D. Neb. Case No. 05-85930). Richard D. Myers, Esq., and Alan E. Pedersen, Esq., McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed estimated assets of $1 million to $10 million and estimated debts of $10 million to $50 million. WESTERN IOWA: Section 341(a) Meeting Slated for January 13 ---------------------------------------------------------- The U.S. Trustee for Region 13 will convene a meeting of Western Iowa Limestone, Inc.'s creditors at 10:00 a.m., on Jan. 13, 2006, at Roman L. Hruska U.S. Courthouse, U.S. Trustee Meeting Room located at 111 South 18th Plaza in Omaha, Nebraska. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Harlan, Iowa, Western Iowa Limestone, Inc., is a construction company and a producer of limestone. The Company filed for chapter 11 protection on Dec. 12, 2005 (Bankr. D. Neb. Case No. 05-85930). Richard D. Myers, Esq., and Alan E. Pedersen, Esq., McGill, Gotsdiner, Workman & Lepp, P.C., L.L.O., represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed estimated assets of $1 million to $10 million and estimated debts of $10 million to $50 million. WORLDCOM INC: Court Approves PPON Claim Settlement -------------------------------------------------- Private Payphone Operators Network contended that WorldCom, Inc., and its debtor-affiliates have previously become indebted to certain payphone service providers for "dial-around" compensation pursuant to Section 276 of the Telecommunications Act of 1996 and the regulations promulgated by the Federal Communications Commission, Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New York relates. Accordingly, certain of the PSPs filed proofs of claim seeking amounts allegedly due from the Debtors over various periods of time. In addition, the Debtors scheduled certain amounts on behalf of the PSPs on their Schedules of Liabilities dated November 21, 2002. PPON maintained that it is the authorized billing and collection agent for PSPs, pursuant to Dial Around Billing Service and Agency Appointment agreements. In addition, PPON represented that it has authority to: -- settle and compromise any disputes that the PSPs have with respect to their Scheduled Claims or PSP Claims; -- receive payments on behalf of the PSPs on account of their Scheduled Claims and PSP Claims. In this regard, PPON filed Claim No. 23118 against the Debtors, aggregating $88,415,988 for amounts allegedly owed to PSPs for the period between November 7, 1996, and July 21, 2002. The Debtors deny that they became indebted to PPON or the PSPs. The Debtors also maintain that the Scheduled Claims for the PSPs are duplicative of the amounts set forth in the PPON Claim. To resolve their disputes, the parties agree that: (a) The PPON Claim will be allowed as a Class 6 WorldCom General Unsecured Claim for $9,605,241, in full and final satisfaction of the PPON Claim and the claims for PSP Payphone Compensation; (b) The Scheduled Claims for each PSP will be amended to $0. The PSP Claims for each PSP will be disallowed and expunged, unless otherwise withdrawn; (c) PPON will make all reasonable efforts to ensure prompt payment to the PSPs in accordance with their applicable agency agreements; and (d) Except with respect to the Allowed PPON Claim and other Exempt Claims, the parties will exchange mutual releases from any and all debts, liabilities, claims and causes of action of any kind or nature for PSP Payphone Compensation. The Debtors sought and obtained the U.S. Bankruptcy Court for the Southern District of New York's permission to enter into their settlement agreement with PPON. 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) WORLDCOM INC: Gets Court Nod to Distribute Verizon Common Stock --------------------------------------------------------------- As reported in the Troubled Company Reporter on Dec. 21, 2005, five parties objected to WorldCom Inc.'s request to distribute Verizon common stock pursuant to the Merger Consideration: 1. Teleserve Systems, Inc.; 2. Communications Network International, Ltd.; 3. Liquidity Solutions, Inc.; 4. Rick Drew; and 5. TMB Communications, Inc., and Frank and Janice Mitchell. The Objectors argue that they are entitled to a $5.60 Special Dividend paid to shareholders who held MCI common stock on the Record Date. The Objectors further argue that the Debtors' failure to distribute stock valued at $26 per share renders the Plan unfair and discriminatory because other creditors will have received that greater amount. As previously reported, MCI, Inc., intended to merge with Eli Acquisition, LLC, a wholly owned subsidiary of Verizon Communications, Inc. As a result of the Merger, MCI will become a wholly owned subsidiary of Verizon. The MCI shareholders approved the Merger on October 6, 2005. The Merger also required the approval of various regulatory authorities. The United States Department of Justice and the Federal Communications Commission have already provided their approval. The Plan Consideration The Plan classifies the claimants into 15 classes and various sub- classes. The Claimants in classes 5, 6, 6A, 6B, 11, 12 and 13 are to receive a portion of the consideration payable to them under the Plan in the form of shares of the MCI common stock. The Merger Consideration The Merger provides that at the Closing, each issued and outstanding share of MCI common stock will be converted into: (i) the right to receive 0.5743 shares of Verizon common stock; plus (ii) if the average trading price for Verizon's common stock is less than $35.52 over the 20 trading days ending on the third trading day prior to closing, additional Verizon common stock or cash in an amount sufficient to assure that the merger consideration is at least $20.40 per share. * * * The Honorable Arthur Gonzalez of U.S. Bankruptcy Court for the Southern District of New York overrules Rick Drew's objection in all respects. The Court overrules, without prejudice to their refilling, all other objections, responses and requests not withdrawn or resolved. Judge Gonzalez authorizes the Debtors to distribute to each claimant who would otherwise be entitled to receive MCI common stock pursuant to the Plan, the amount of the Merger Consideration. 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) * BOND PRICING: For the week of Dec. 26 - Dec. 30, 2005 ------------------------------------------------------- Issuer Coupon Maturity Price ------ ------ -------- ----- Adelphia Comm. 3.250% 05/01/21 2 Adelphia Comm. 6.000% 02/15/06 2 Adelphia Comm. 7.500% 01/15/04 61 Adelphia Comm. 7.750% 01/15/09 58 Adelphia Comm. 7.875% 05/01/09 56 Adelphia Comm. 8.125% 07/15/03 59 Adelphia Comm. 8.375% 02/01/08 54 Adelphia Comm. 9.250% 10/01/02 56 Adelphia Comm. 9.375% 11/15/09 59 Adelphia Comm. 9.500% 02/15/04 55 Adelphia Comm. 9.875% 03/01/05 53 Adelphia Comm. 9.875% 03/01/07 56 Adelphia Comm. 10.250% 11/01/06 56 Adelphia Comm. 10.250% 06/15/11 62 Adelphia Comm. 10.500% 07/15/04 60 Adelphia Comm. 10.875% 10/01/10 58 Aladdin Gaming 13.500% 03/01/10 0 Albertson's Inc. 7.000% 07/21/17 74 Allegiance Tel. 11.750% 02/15/08 25 Allegiance Tel. 12.875% 05/15/08 20 Alt Living Scvs 7.000% 06/01/04 1 Amer & Forgn PWR 5.000% 03/01/30 70 Amer Color Graph 10.000% 06/15/10 69 Amer Plumbing 11.625% 10/15/08 15 American Airline 9.980% 01/02/15 67 American Airline 9.980% 01/02/15 67 American Airline 9.980% 01/02/15 67 American Airline 10.180% 01/02/13 68 American Airline 10.430% 09/15/08 70 American Airline 10.430% 09/15/08 70 American Airline 10.850% 03/15/09 65 AMR Corp. 9.750% 08/15/21 72 AMR Corp. 9.880% 06/15/20 74 AMR Corp. 10.125% 06/01/21 74 AMR Corp. 10.150% 05/15/20 71 AMR Corp. 10.290% 03/08/21 68 AMR Corp. 10.550% 03/12/21 74 Amtran Inc. 9.625% 12/15/05 4 Anchor Glass 11.000% 02/15/13 73 Anker Coal Group 14.250% 09/01/07 0 Antigenics 5.250% 02/01/25 58 Anvil Knitwear 10.875% 03/15/07 55 Apple South Inc. 9.750% 06/01/06 3 Archibald Candy 10.000% 11/01/07 0 Armstrong World 6.350% 08/15/03 74 Armstrong World 6.500% 08/15/05 72 Armstrong World 7.450% 05/15/29 72 Armstrong World 9.000% 06/15/04 73 Asarco Inc. 7.875% 04/15/13 56 Asarco Inc. 8.500% 05/01/25 60 ATA Holdings 12.125% 06/15/10 4 ATA Holdings 13.000% 02/01/09 4 At Home Corp. 4.750% 12/15/06 0 Atlantic Coast 6.000% 02/15/34 3 Atlas Air Inc 8.770% 01/02/11 62 Autocam Corp. 10.875% 06/15/14 70 Bank New England 8.750% 04/01/99 7 Bank New England 9.500% 02/15/96 3 Big V Supermkts 11.000% 02/15/04 0 BTI Telecom Corp 10.500% 09/15/07 52 Budget Group Inc. 9.125% 04/01/06 0 Burlington North 3.200% 01/01/45 60 Cell Therapeutic 5.750% 06/15/08 51 Cell Therapeutic 5.750% 06/15/08 56 Cellstar Corp. 12.000% 01/15/07 42 Cendant Corp 4.890% 08/17/06 50 Charter Comm Hld 8.625% 04/01/09 74 Charter Comm Hld 10.000% 04/01/09 75 Charter Comm Hld 10.000% 05/15/11 52 Charter Comm Hld 11.125% 01/15/11 55 Clark Material 10.750% 11/15/06 0 Collins & Aikman 10.750% 12/31/11 43 Color Tile Inc 10.750 12/15/01 0 Compudyne Corp 6.250% 01/15/11 70 Cons Container 10.125% 07/15/09 60 Constar Intl 11.000% 12/01/12 72 Covad Communication 3.000% 03/15/24 58 CPNL-Dflt12/05 4.000% 12/26/06 10 CPNL-Dflt12/05 4.750% 11/15/23 25 CPNL-Dflt12/05 6.000% 09/30/14 20 CPNL-Dflt12/05 7.625% 04/15/06 40 CPNL-Dflt12/05 7.750% 04/15/09 40 CPNL-Dflt12/05 7.750% 06/01/15 9 CPNL-Dflt12/05 7.875% 04/01/08 40 CPNL-Dflt12/05 8.500% 02/15/11 30 CPNL-Dflt12/05 8.625% 08/15/10 30 CPNL-Dflt12/05 8.750% 07/15/07 39 CPNL-Dflt12/05 10.500% 05/15/06 40 Cray Inc. 3.000% 12/01/24 55 Cray Research 6.125% 02/01/11 30 Curagen Corp. 4.000% 02/15/11 65 Curagen Corp. 4.000% 02/15/11 64 Curative Health 10.750% 05/01/11 62 DAL-DFLT09/05 9.000% 05/15/16 20 Dana Corp 5.850% 01/15/15 70 Dana Corp 7.000% 03/15/28 71 Dana Corp 7.000% 03/01/29 71 Decrane Aircraft 12.000% 09/30/08 51 Delco Remy Intl 8.625% 12/15/07 71 Delco Remy Intl 9.375% 04/15/12 34 Delco Remy Intl 11.000% 05/01/09 32 Delphi Corp 6.500% 08/15/13 49 Delphi Trust II 6.197% 11/15/33 28 Delta Air Lines 2.875% 02/18/24 20 Delta Air Lines 7.541% 10/11/11 62 Delta Air Lines 7.700% 12/15/05 19 Delta Air Lines 7.900% 12/15/09 19 Delta Air Lines 8.000% 06/03/23 20 Delta Air Lines 8.187% 10/11/17 62 Delta Air Lines 8.270% 09/23/07 45 Delta Air Lines 8.300% 12/15/29 20 Delta Air Lines 8.540% 01/02/07 53 Delta Air Lines 8.540% 01/02/07 29 Delta Air Lines 8.540% 01/02/07 29 Delta Air Lines 8.540% 01/02/07 29 Delta Air Lines 8.630% 12/12/05 19 Delta Air Lines 9.200% 09/23/14 44 Delta Air Lines 9.250% 12/27/07 17 Delta Air Lines 9.250% 03/15/22 20 Delta Air Lines 9.300% 01/02/10 40 Delta Air Lines 9.300% 01/02/10 54 Delta Air Lines 9.320% 01/02/09 55 Delta Air Lines 9.450% 02/26/06 54 Delta Air Lines 9.480% 06/05/06 46 Delta Air Lines 9.750% 05/15/21 19 Delta Air Lines 9.875% 04/30/08 68 Delta Air Lines 10.000% 08/15/08 20 Delta Air Lines 10.000% 05/17/09 62 Delta Air Lines 10.000% 06/01/09 44 Delta Air Lines 10.000% 06/01/10 64 Delta Air Lines 10.000% 06/01/10 68 Delta Air Lines 10.000% 06/01/11 26 Delta Air Lines 10.000% 06/05/11 54 Delta Air Lines 10.000% 06/18/13 58 Delta Air Lines 10.060% 01/02/16 59 Delta Air Lines 10.080% 06/16/07 59 Delta Air Lines 10.125% 01/02/10 16 Delta Air Lines 10.125% 05/15/10 19 Delta Air Lines 10.125% 06/16/10 61 Delta Air Lines 10.375% 02/01/11 20 Delta Air Lines 10.375% 12/15/22 21 Delta Air Lines 10.430% 01/02/11 25 Delta Air Lines 10.430% 01/02/11 41 Delta Air Lines 10.500% 04/30/16 62 Delta Air Lines 10.790% 09/26/13 41 Delta Air Lines 10.790% 03/26/14 41 Delta Air Lines 10.790% 03/26/14 14 Delta Air Lines 10.790% 03/26/14 31 Diva Systems 11.250% 04/01/07 0 Duane Reade Inc 9.750% 08/01/11 66 Dura Operating 9.000% 05/01/09 62 Dura Operating 9.000% 05/01/09 55 Duty Free Int'l. 7.000% 01/15/04 4 Empire Gas Corp. 9.000% 12/31/07 0 Epix Medical Inc. 3.000% 06/15/24 61 Exodus Comm. Inc. 11.625% 07/15/10 0 Falcon Products 11.375% 06/15/09 2 Fedders North AM 9.875% 03/01/14 70 Federal-Mogul Co. 7.375% 01/15/06 34 Federal-Mogul Co. 7.500% 01/15/09 34 Federal-Mogul Co. 8.160% 03/06/03 33 Federal-Mogul Co. 8.330% 11/15/01 33 Federal-Mogul Co. 8.370% 11/15/01 31 Federal-Mogul Co. 8.800% 04/15/07 34 Fibermark Inc. 10.750% 04/15/11 74 Finova Group 7.500% 11/15/09 34 FMXIQ-DFLT09/05 13.500% 08/15/05 13 Foamex L.P.-DFLT 9.875% 06/15/07 8 Ford Holdings 9.300% 03/01/30 73 Ford Motor Co. 7.400% 11/01/46 59 Ford Motor Co. 7.700% 05/15/97 61 Ford Motor Co. 7.750% 06/15/43 59 Ford Motor Co. 8.875% 01/15/22 71 Ford Motor Co. 8.900% 01/15/32 73 Ford Motor Co. 8.215% 09/15/21 75 Ford Motor Cred 5.000% 09/21/09 70 Ford Motor Cred 5.000% 02/22/11 66 Ford Motor Cred 5.000% 09/21/09 75 Ford Motor Cred 5.100% 02/22/11 68 Ford Motor Cred 5.150% 11/20/09 73 Ford Motor Cred 5.200% 03/21/11 73 Ford Motor Cred 5.200% 03/21/11 73 Ford Motor Cred 5.250% 03/21/11 66 Ford Motor Cred 5.250% 03/21/11 72 Ford Motor Cred 5.250% 09/20/11 69 Ford Motor Cred 5.300% 03/21/11 73 Ford Motor Cred 5.300% 04/20/11 72 Ford Motor Cred 5.350% 05/20/09 73 Ford Motor Cred 5.350% 12/21/09 75 Ford Motor Cred 5.350% 02/22/11 73 Ford Motor Cred 5.400% 12/21/09 74 Ford Motor Cred 5.400% 01/20/11 73 Ford Motor Cred 5.400% 09/20/11 73 Ford Motor Cred 5.400% 10/20/11 70 Ford Motor Cred 5.400% 10/20/11 69 Ford Motor Cred 5.450% 04/20/11 73 Ford Motor Cred 5.450% 10/20/11 69 Ford Motor Cred 5.500% 02/22/10 70 Ford Motor Cred 5.500% 04/20/11 74 Ford Motor Cred 5.500% 09/20/11 72 Ford Motor Cred 5.500% 10/20/11 71 Ford Motor Cred 5.550% 08/22/11 68 Ford Motor Cred 5.550% 09/20/11 71 Ford Motor Cred 5.600% 04/20/11 73 Ford Motor Cred 5.600% 08/22/11 71 Ford Motor Cred 5.600% 09/20/11 72 Ford Motor Cred 5.600% 11/21/11 70 Ford Motor Cred 5.600% 11/21/11 71 Ford Motor Cred 5.650% 05/20/11 73 Ford Motor Cred 5.650% 07/20/11 71 Ford Motor Cred 5.650% 11/21/11 72 Ford Motor Cred 5.650% 12/20/11 73 Ford Motor Cred 5.650% 12/20/11 70 Ford Motor Cred 5.650% 01/21/14 66 Ford Motor Cred 5.700% 05/20/11 72 Ford Motor Cred 5.700% 12/20/11 72 Ford Motor Cred 5.700% 01/20/12 73 Ford Motor Cred 5.750% 06/21/10 73 Ford Motor Cred 5.750% 08/22/11 64 Ford Motor Cred 5.750% 12/20/11 72 Ford Motor Cred 5.750% 01/21/14 68 Ford Motor Cred 5.750% 02/20/14 68 Ford Motor Cred 5.750% 02/20/14 66 Ford Motor Cred 5.800% 11/22/10 74 Ford Motor Cred 5.850% 08/22/11 72 Ford Motor Cred 5.850% 06/21/10 75 Ford Motor Cred 5.850% 07/20/11 73 Ford Motor Cred 5.850% 01/20/12 72 Ford Motor Cred 5.900% 02/20/14 71 Ford Motor Cred 6.000% 06/21/10 75 Ford Motor Cred 6.000% 10/20/10 75 Ford Motor Cred 6.000% 02/20/10 72 Ford Motor Cred 6.000% 01/21/14 67 Ford Motor Cred 6.000% 03/20/14 74 Ford Motor Cred 6.000% 03/20/14 63 Ford Motor Cred 6.000% 03/20/14 71 Ford Motor Cred 6.000% 03/20/14 66 Ford Motor Cred 6.000% 11/20/14 66 Ford Motor Cred 6.000% 11/20/14 65 Ford Motor Cred 6.000% 11/20/14 64 Ford Motor Cred 6.000% 01/20/15 66 Ford Motor Cred 6.000% 02/20/15 65 Ford Motor Cred 6.050% 02/20/14 70 Ford Motor Cred 6.050% 03/20/14 69 Ford Motor Cred 6.050% 04/21/14 63 Ford Motor Cred 6.050% 12/22/14 66 Ford Motor Cred 6.050% 12/22/14 68 Ford Motor Cred 6.050% 12/22/14 71 Ford Motor Cred 6.050% 02/20/15 62 Ford Motor Cred 6.100% 06/20/11 73 Ford Motor Cred 6.100% 02/20/15 67 Ford Motor Cred 6.150% 12/22/14 68 Ford Motor Cred 6.150% 01/20/15 67 Ford Motor Cred 6.200% 05/20/11 75 Ford Motor Cred 6.200% 06/20/11 75 Ford Motor Cred 6.200% 04/21/14 72 Ford Motor Cred 6.200% 03/20/15 64 Ford Motor Cred 6.250% 06/20/11 75 Ford Motor Cred 6.250% 12/20/13 68 Ford Motor Cred 6.250% 12/20/13 67 Ford Motor Cred 6.250% 04/21/14 65 Ford Motor Cred 6.250% 01/20/15 66 Ford Motor Cred 6.250% 03/20/15 70 Ford Motor Cred 6.300% 05/20/14 64 Ford Motor Cred 6.300% 05/20/14 70 Ford Motor Cred 6.350% 09/20/10 73 Ford Motor Cred 6.350% 04/21/14 68 Ford Motor Cred 6.500% 12/20/13 67 Ford Motor Cred 6.500% 02/20/15 68 Ford Motor Cred 6.500% 03/20/15 68 Ford Motor Cred 6.500% 08/01/18 64 Ford Motor Cred 6.520% 03/10/13 72 Ford Motor Cred 6.550% 12/20/13 73 Ford Motor Cred 6.550% 07/21/14 63 Ford Motor Cred 6.600% 10/21/13 66 Ford Motor Cred 6.625% 02/15/28 64 Ford Motor Cred 6.650% 10/21/13 72 Ford Motor Cred 6.650% 06/20/14 72 Ford Motor Cred 6.750% 10/21/13 75 Ford Motor Cred 6.650% 06/20/14 75 Ford Motor Cred 6.750% 06/20/14 72 Ford Motor Cred 6.800% 06/20/14 68 Ford Motor Cred 6.800% 03/20/15 66 Ford Motor Cred 6.850% 09/20/13 71 Ford Motor Cred 6.850% 05/20/14 70 Ford Motor Cred 6.850% 06/20/14 73 Ford Motor Cred 6.950% 05/20/14 69 Ford Motor Cred 7.000% 08/15/12 74 Ford Motor Cred 7.050% 09/20/13 73 Ford Motor Cred 7.100% 09/20/13 70 Ford Motor Cred 7.100% 09/20/13 73 Ford Motor Cred 7.250% 07/20/17 71 Ford Motor Cred 7.250% 07/20/17 64 Ford Motor Cred 7.300% 04/20/15 73 Ford Motor Cred 7.350% 03/20/15 72 Ford Motor Cred 7.350% 09/15/15 70 Ford Motor Cred 7.500% 08/20/32 63 Ford Motor Cred 7.550% 09/30/15 71 Ford Motor Cred 7.900% 05/18/15 74 Gateway Inc. 2.000% 12/31/11 68 General Motors 7.125% 07/15/13 68 General Motors 7.400% 09/01/25 59 General Motors 7.700% 04/15/16 65 General Motors 8.100% 06/15/24 62 General Motors 8.250% 07/15/23 66 General Motors 8.375% 07/15/33 67 General Motors 8.800% 03/01/21 66 General Motors 9.400% 07/15/21 68 General Motors 9.450% 11/01/11 72 GMAC 5.250% 11/15/09 75 GMAC 5.250% 01/15/14 70 GMAC 5.350% 01/15/14 71 GMAC 5.700% 06/15/13 70 GMAC 5.700% 12/15/13 70 GMAC 5.750% 01/15/14 74 GMAC 5.850% 06/15/13 75 GMAC 5.850% 06/15/13 75 GMAC 5.900% 12/15/13 71 GMAC 5.900% 12/15/13 74 GMAC 5.900% 01/15/19 68 GMAC 5.900% 01/15/19 67 GMAC 5.900% 02/15/19 67 GMAC 5.900% 10/15/19 72 GMAC 6.000% 11/15/13 74 GMAC 6.000% 12/15/13 72 GMAC 6.000% 02/15/19 71 GMAC 6.000% 02/15/19 64 GMAC 6.000% 02/15/19 64 GMAC 6.000% 03/15/19 71 GMAC 6.000% 03/15/19 67 GMAC 6.000% 03/15/19 66 GMAC 6.000% 03/15/19 68 GMAC 6.000% 03/15/19 64 GMAC 6.000% 04/15/19 66 GMAC 6.000% 09/15/19 66 GMAC 6.000% 09/15/19 65 GMAC 6.050% 08/15/19 64 GMAC 6.050% 08/15/19 66 GMAC 6.050% 10/15/19 67 GMAC 6.100% 09/15/19 64 GMAC 6.125% 10/15/19 67 GMAC 6.150% 08/15/19 69 GMAC 6.150% 09/15/19 69 GMAC 6.150% 10/15/19 66 GMAC 6.200% 11/15/13 74 GMAC 6.200% 04/15/19 71 GMAC 6.250% 10/15/13 70 GMAC 6.250% 12/15/18 63 GMAC 6.250% 01/15/19 68 GMAC 6.250% 04/15/19 72 GMAC 6.250% 05/15/19 68 GMAC 6.250% 07/15/19 65 GMAC 6.300% 11/15/13 73 GMAC 6.300% 08/15/19 68 GMAC 6.300% 08/15/19 70 GMAC 6.350% 04/15/19 71 GMAC 6.350% 07/15/19 66 GMAC 6.350% 07/15/19 69 GMAC 6.400% 12/15/18 67 GMAC 6.400% 11/15/19 68 GMAC 6.400% 11/15/19 70 GMAC 6.500% 03/15/13 73 GMAC 6.500% 06/15/18 72 GMAC 6.500% 11/15/18 69 GMAC 6.500% 12/15/18 69 GMAC 6.500% 12/15/18 73 GMAC 6.500% 05/15/19 68 GMAC 6.500% 01/15/20 71 GMAC 6.500% 02/15/20 68 GMAC 6.550% 12/15/19 69 GMAC 6.600% 08/15/16 74 GMAC 6.600% 05/15/18 63 GMAC 6.600% 06/15/19 70 GMAC 6.600% 06/15/19 72 GMAC 6.600% 06/15/18 71 GMAC 6.650% 10/15/18 72 GMAC 6.650% 02/15/20 71 GMAC 6.700% 05/15/14 75 GMAC 6.700% 08/15/16 72 GMAC 6.700% 06/15/18 70 GMAC 6.700% 06/15/18 72 GMAC 6.700% 11/15/18 72 GMAC 6.700% 06/15/19 70 GMAC 6.700% 12/15/19 67 GMAC 6.750% 11/15/09 75 GMAC 6.750% 04/15/13 73 GMAC 6.750% 08/15/16 72 GMAC 6.750% 09/15/16 72 GMAC 6.750% 06/15/17 73 GMAC 6.750% 03/15/18 75 GMAC 6.750% 07/15/18 71 GMAC 6.750% 09/15/18 70 GMAC 6.750% 10/15/18 72 GMAC 6.750% 11/15/18 65 GMAC 6.750% 05/15/19 68 GMAC 6.750% 05/15/19 71 GMAC 6.750% 06/15/19 72 GMAC 6.750% 06/15/19 69 GMAC 6.750% 03/15/20 71 GMAC 6.800% 10/15/18 70 GMAC 6.850% 05/15/18 72 GMAC 6.875% 08/15/16 66 GMAC 6.875% 07/15/18 69 GMAC 6.900% 06/15/17 65 GMAC 6.900% 07/15/18 73 GMAC 6.900% 08/15/18 71 GMAC 7.000% 10/15/12 74 GMAC 7.000% 06/15/16 74 GMAC 7.000% 07/15/16 74 GMAC 7.000% 09/15/16 75 GMAC 7.000% 05/15/17 73 GMAC 7.000% 06/15/17 73 GMAC 7.000% 07/15/17 67 GMAC 7.000% 07/15/17 73 GMAC 7.000% 02/15/18 75 GMAC 7.000% 02/15/18 73 GMAC 7.000% 03/15/18 74 GMAC 7.000% 05/15/18 71 GMAC 7.000% 05/15/18 71 GMAC 7.000% 08/15/18 70 GMAC 7.000% 02/15/21 73 GMAC 7.000% 09/15/21 73 GMAC 7.000% 09/15/21 69 GMAC 7.000% 06/15/22 72 GMAC 7.000% 11/15/23 72 GMAC 7.000% 11/15/24 69 GMAC 7.000% 11/15/24 69 GMAC 7.000% 11/15/24 69 GMAC 7.125% 12/15/12 75 GMAC 7.125% 04/15/17 75 GMAC 7.125% 07/15/17 75 GMAC 7.150% 07/15/17 75 GMAC 7.150% 01/15/25 73 GMAC 7.150% 03/15/25 73 GMAC 7.200% 10/15/17 73 GMAC 7.200% 10/15/17 73 GMAC 7.250% 12/15/17 72 GMAC 7.250% 07/15/17 73 GMAC 7.250% 09/15/17 74 GMAC 7.250% 09/15/17 74 GMAC 7.250% 09/15/17 71 GMAC 7.250% 08/15/18 72 GMAC 7.250% 09/15/18 71 GMAC 7.250% 01/15/25 72 GMAC 7.250% 02/15/25 74 GMAC 7.250% 03/15/25 70 GMAC 7.300% 12/15/17 74 GMAC 7.300% 01/15/18 70 GMAC 7.300% 01/15/18 71 GMAC 7.350% 03/15/17 75 GMAC 7.375% 04/15/18 75 GMAC 7.400% 12/15/17 75 GMAC 7.400% 02/15/21 75 GMAC 7.500% 11/15/17 71 GMAC 7.500% 03/15/25 74 Graftech Int'l 1.625% 01/15/24 72 Gulf Mobile Ohio 5.000% 12/01/56 72 HNG Internorth 9.625% 03/15/06 37 Home Interiors 10.125% 06/01/08 73 Human Genome 2.250% 08/15/12 73 Human Genome 2.250% 08/15/12 73 Huntsman Packag 13.000% 06/01/10 18 Impsat Fiber 6.000% 03/15/11 70 Inland Fiber 9.625% 11/15/07 50 Integrat Elec SV 9.375% 02/01/09 59 Integrat Elec SV 9.375% 02/01/09 60 Intermet Corp. 9.750% 06/15/09 38 Iridium LLC/CAP 10.875% 07/15/05 25 Iridium LLC/CAP 11.250% 07/15/05 25 Iridium LLC/CAP 13.000% 07/15/05 26 Iridium LLC/CAP 14.000% 07/15/05 26 Isolagen Inc. 3.500% 11/01/24 51 Jacobson's 6.750% 12/15/11 0 Jts Corp. 5.250% 04/29/02 1 Kaiser Aluminum & Chem. 12.750% 02/01/03 3 Kellstrom Inds 5.500% 06/15/03 0 Key3Media Group 11.250% 06/15/11 0 Kmart Corp. 8.990% 07/05/10 21 Kmart Corp. 9.350% 01/02/20 30 Kmart Corp. 9.780% 01/05/20 73 Kmart Funding 8.800% 07/01/10 36 Kmart Funding 9.440% 07/01/18 64 Level 3 Comm. Inc. 2.875% 07/15/10 63 Level 3 Comm. Inc. 6.000% 09/15/09 66 Level 3 Comm. Inc. 6.000% 03/15/10 65 Liberty Media 3.250% 03/15/31 75 Liberty Media 3.750% 02/15/30 55 Liberty Media 4.000% 11/15/29 60 LTV Corp. 8.200% 09/15/07 0 Macsaver Financl 7.400% 02/15/02 3 Macsaver Financl 7.600% 08/01/07 1 Macsaver Financl 7.875% 08/01/03 0 Merisant Co 9.500% 07/15/13 62 MHS Holdings Co 16.875% 09/22/04 0 Metamot Worldwid 2.940% 08/15/04 0 MSX Int'l Inc. 11.375% 01/15/08 65 Muzak LLC 9.875% 03/15/09 61 Natl Steel Corp. 8.375% 08/01/06 0 New Orl Grt N RR 5.000% 07/01/32 74 Nexprise Inc. 6.000% 04/01/07 0 North Atl Trading 9.250% 03/01/12 62 Northern Pacific RY 3.000% 01/01/47 60 Northern Pacific RY 3.000% 01/01/47 60 Northwest Airlines 6.625% 05/15/23 36 Northwest Airlines 7.068% 01/02/16 69 Northwest Airlines 7.248% 01/02/12 16 Northwest Airlines 7.360% 02/01/20 71 Northwest Airlines 7.625% 11/15/23 36 Northwest Airlines 7.626% 04/01/10 56 Northwest Airlines 7.875% 03/15/08 36 Northwest Airlines 8.070% 01/02/15 27 Northwest Airlines 8.130% 02/01/14 22 Northwest Airlines 8.304% 09/01/10 73 Northwest Airlines 8.700% 03/15/07 38 Northwest Airlines 8.875% 06/01/06 38 Northwest Airlines 8.970% 01/02/15 17 Northwest Airlines 8.875% 03/15/07 39 Northwest Stl & Wir 9.500% 06/15/01 0 NTK Holdings Inc. 10.750% 03/01/14 63 Nutritional Src. 10.125% 08/01/09 70 Oakwood Homes 7.875% 03/01/04 13 Oakwood Homes 8.125% 03/01/09 8 Osu-Dflt10/05 13.375% 10/15/09 0 Outboard Marine 9.125% 04/15/25 0 Overstock.com 3.750% 12/01/11 74 Owens-Crng Fiber 8.875% 06/01/02 74 PCA LLC/PCA Fin 11.875 08/01/09 23 Pegasus Satellite 9.625% 10/15/05 22 Pegasus Satellite 12.375% 08/01/06 8 Pegasus Satellite 12.500% 08/01/07 7 Pegasus Satellite 13.500% 03/01/07 0 Piedmont Aviat 9.900% 11/08/06 0 Piedmont Aviat 10.000% 11/08/12 9 Piedmont Aviat 10.250% 01/15/49 0 Piedmont Aviat 10.350% 03/28/11 3 Pinnacle Airline 3.250% 02/15/25 71 Pixelworks Inc. 1.750% 05/15/24 66 Pliant Corp. 13.000% 06/01/10 20 Polaroid Corp. 6.750% 01/15/02 0 Portola Packagin 8.250% 02/01/12 75 PRG-Schultz Intl 4.750% 11/26/06 67 Primedex Health 11.500% 06/30/08 55 Primus Telecom 3.750% 09/15/10 32 Primus Telecom 5.750% 02/15/07 62 Primus Telecom 8.000% 01/15/14 57 Primus Telecom 12.750% 10/15/09 55 Psinet Inc. 10.000% 02/15/05 0 Psinet Inc. 11.000% 08/01/09 0 Psinet Inc. 11.500% 11/01/08 0 Railworks Corp. 11.500% 04/15/09 0 RDM Sports Group 8.000% 08/15/03 0 Read-Rite Corp. 6.500% 09/01/04 15 Reliance Group Holdings 9.000% 11/15/00 20 Reliance Group Holdings 9.750% 11/15/03 1 Salton Inc. 12.250% 04/15/08 40 Scotia Pac Co 7.710% 01/20/14 74 Solectron Corp. 0.500% 02/15/34 75 Solutia Inc. 6.720% 10/15/37 72 Specialty PaperB 9.375% 10/15/06 75 Sterling Chem 11.250% 10/15/37 72 Tekni-Plex Inc. 12.750% 06/15/10 56 Toys R Us 7.375% 10/15/18 73 Trans Mfg Oper 11.250% 05/01/09 62 Transtexas Gas 15.000% 03/15/05 1 Tribune Co 2.000% 05/15/29 74 Trism Inc. 12.000% 02/15/05 0 Triton Pcs Inc. 8.750% 11/15/11 73 Triton Pcs Inc. 9.375% 02/01/11 74 Twin Labs Inc. 10.250% 05/15/06 5 United Air Lines 6.831% 09/01/08 74 United Air Lines 7.270% 01/30/13 55 United Air Lines 7.371% 09/01/06 35 United Air Lines 7.762% 10/01/05 58 United Air Lines 7.870% 01/30/19 54 United Air Lines 8.030% 07/01/11 73 United Air Lines 8.250% 04/26/08 29 United Air Lines 9.000% 12/15/03 20 United Air Lines 9.020% 04/19/12 64 United Air Lines 9.125% 01/15/12 23 United Air Lines 9.200% 03/22/08 52 United Air Lines 9.350% 04/07/16 71 United Air Lines 9.560% 10/19/18 64 United Air Lines 9.750% 08/15/21 22 United Air Lines 10.020% 03/22/14 59 United Air Lines 10.110% 01/05/06 52 United Air Lines 10.125% 03/22/15 58 United Air Lines 10.250% 07/15/21 21 United Air Lines 10.670% 05/01/04 22 United Air Lines 11.210% 05/01/14 21 United Homes Inc 11.000% 03/15/05 0 Univ. Health Services 0.426% 06/23/20 57 Universal Stand 8.250% 02/01/06 1 US Air Inc. 10.250% 01/15/49 25 US Air Inc. 10.250% 01/15/49 12 US Air Inc. 10.250% 01/15/49 1 US Air Inc. 10.250% 01/15/49 7 US Air Inc. 10.550% 01/15/49 24 US Air Inc. 10.610% 06/27/07 0 US Air Inc. 10.680% 06/27/08 3 US Air Inc. 10.700% 01/01/49 26 US Air Inc. 10.700% 01/15/49 3 US Air Inc. 10.700% 01/15/49 25 US Air Inc. 10.800% 01/01/49 4 US Air Inc. 10.800% 01/01/49 27 US Air Inc. 10.800% 01/01/49 28 Venture Hldgs 9.500% 07/01/05 0 Venture Hldgs 11.000% 06/01/07 0 Venture Hldgs 12.500% 06/01/07 0 WCI Steel Inc. 10.000% 12/01/04 69 Werner Holdings 10.000% 11/15/07 23 Westpoint Steven 7.875% 06/15/05 0 Wheeling-Pitt St 5.000% 08/01/11 71 Wheeling-Pitt St 6.000% 08/01/10 71 Winstar Comm 10.000% 03/15/08 0 World Access Inc. 4.500% 10/01/02 4 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Yvonne L. Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P. Laureno, Cherry 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 2006. 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 $725 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***