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.


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