TCR_Public/060103.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, January 3, 2006, Vol. 10, No. 2

                             Headlines

A.B. DICK: Wants Court to Enforce Canadian Sale Order
ALLEN-VANGUARD: Issues Notice of Default Due to Reporting Delay
ALLIANCE GAMING: Receives Adverse Opinion Over Material Weakness
ALLIED HOLDINGS: Wants to Walk Away from Volkswagen, et al. Leases
ALLMERICA FINANCIAL: Sale Closing Prompts S&P to Lift Ratings

ANCHOR GLASS: Files Chapter 11 Plan & Disclosure Statement in Fla.
AURA SYSTEMS: Gets Court Nod to Access $1.16M Berg Group DIP Loan
BANC OF AMERICA: Fitch Places Low-B Ratings on $1.4 Million Certs.
BANC OF AMERICA: Fitch Places Low-B Ratings on $3.7 Mil. Certs.
BANC OF AMERICA: Fitch Puts Low-B Ratings on $1 Million Certs.

BANC OF AMERICA: Fitch Puts Low-B Ratings on $2 Mil. Certificates
BEKENTON USA: Court Okays Rice Pugatch as Bankruptcy Counsel
BEKENTON USA: Files Schedules of Assets and Liabilities
BLACK WARRIOR: One-for-Ten Reverse Stock Split Takes Effect
CALPINE CORP: Gets Court OK to Continue Intercompany Transactions

CALPINE CORP: Wants to Pay Prepetition Property Tax Claims
CALPINE CORP: Wants Court OK to Reject 8 Energy Trading Contracts
CATHOLIC CHURCH: GVA Kidder Prepares for Real Estate Appraisal
CATHOLIC CHURCH: Tucson Wants Marianist and Phoenix Pacts Approved
CHEMTURA CORPORATION: Discloses Results of Debt Tender Offer

CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on Two Class Certs.
COLLINS & AIKMAN: Trade-Debt.Net, ASM & Riverside Buy 64 Claims
COMMUNITY CHOICE: Good Financial Profile Cues Fitch to Up Rating
CREDIT SUISSE: Fitch Rates $8.05 Million Class B-1 Certs. at BB+
DANA CORP: Cures Covenant Default After Filing Restated Financials

DELPHI CORP: Wants More Time to Resolve Reclamation Claims
DELPHI CORP: Wants Court Authority to Renew ACE Insurance Pacts
DELPHI CORP: Wants to Approve Uniform Lease Rejection Procedures
DELTA AIR: Wants Exclusive Plan Filing Period Extended to July 11
DELTA AIR: Wants to Assumes ACE Insurance Agreements

DELTA AIR: Retiree Committee Wants Niehus and Serota as Actuaries
DIGITAL LIGHTWAVE: Owes Optel Capital $52.6 Million at December 23
DIVERSIFIED CORPORATE: HIR Preferred Wants $550K Investment Back
ENRON CORP: Court Approves Petro-Hunt Settlement Agreement
EXCELLIGENCE LEARNING: Wants More Time to File Delinquent Reports

FLYI INC: Committee Wants Pepper Hamilton as Local Counsel
FLYI INC: Court Orders Carrier to Comply with Lease Procedures
FLYI INC: Independence Air to Discontinue Operations by Thursday
GARDENBURGER INC: Committee Wants Winthrop Couchot as Counsel
GENERAL MARITIME: 10% Senior Noteholders Okay Indenture Amendment

GLYCOGENESYS INC: Fails to Comply with NASDAQ Listing Requirements
HANOVER INSURANCE: Life Businesses Sale Cues S&P to Lift Ratings
HOLLINGER INT'L: Posts $9.1 Million Net Loss in Third Quarter 2005
INTEGRATED HEALTH: Asks Court to Disallow Edwards' $4-Mil. Claim
INTEGRATED HEALTH: Moves for Leave to File Post-Trial Memorandum

INTERNATIONAL PAPER: Settles Antitrust Lawsuit for $18.7 Million
JAG MEDIA: Signs Agreement to Merge with Cryptometrics
LEVEL 3: Wiltel Acquisition Cues Moody's Junk Ratings' Affirmation
LLH GAMING: Case Summary & 7 Largest Unsecured Creditors
LOUISIANA PUBLIC: S&P Lowers Rating on $8 Million Bonds to BB

MAGELLAN HEALTH: Sells Healthcare Assets to Aetna for $57.1 Mil.
MCLEODUSA INC: Court Directs Parties to Respond to Cure Notice
MEDICALCV: Gets $6.02M Gross Proceeds from Exercise of Warrants
NATIONAL COAL: Completes $55 Million High Yield Debt Offering
NEW YORK RACING: $30-Million Bailout Averts Bankruptcy Filing

NORTH ATLANTIC: Poor Performance Cues S&P to Junk Credit Rating
NORTH OAKLAND: S&P Downgrades Rating on $43.2 Million Bonds to BB-
NRG ENERGY: Buying Calif. Plant for $160M & Stake in Rocky Road
NRG ENERGY: 8% Senior Secured Noteholders OK Indenture Amendments
O'SULLIVAN INDUSTRIES: Wants to Sell Unused Equipment for $1.1MM

OMEGA HEALTHCARE: 79.3% of Noteholders Tender 6.95% Notes
ON SEMICONDUCTOR: Sells $95M of Conv. Notes to 3 Initial Buyers
PANTRY INC: Completes Repricing of Sr. Secured Credit Facilities
POTLATCH CORP: Can Access Up to $175M from BofA Credit Facility
PRICE OIL: Case Summary & 20 Largest Unsecured Creditors

QUALITY TOOL: Case Summary & 20 Largest Unsecured Creditors
QUEBECOR MEDIA: Gets Enough Consents to Amend Sr. Note Indentures
REMEDIATION FIN'L: Gets Continued DIP Financing from SunCal
REMY INTERNATIONAL: S&P Junks Rating on $125 Million Senior Notes
RURAL/METRO: Lenders Okay Use of Cash & Proceeds to Buy Back Notes

SACO I: Fitch Rates $9.6 Million Certificates at BB+
SAINT VINCENTS: Can Access $350 Million GECC Replacement Financing
SAINT VINCENTS: Gets Open-Ended Deadline to Decide on Leases
SAINT VINCENTS: Kennedy Marro Wants Stay Lifted to Pursue Action
SOUTHERN UNION: Declares $0.40 Per Share Common Stock Dividend

SPIEGEL INC: Court Closes 19 Debtor-Affiliates' Chapter 11 Cases
SYMBOLLON PHARMACEUTICALS: Rehiring Executives After Resignations
TRM CORP: Has Exclusive Right to Buy Travelex ATM Unit Until April
TRM CORPORATION: Registers 2.78 Million Common Shares for Resale
UAL CORP: Wants Court to Approve Settlements on TIA Claims

UAL CORP: Creditors Committee Brings-In Jonathan Macey as Expert
VICTORY PARK: Case Summary & 2 Largest Unsecured Creditors
WORLDCOM INC: Moves for Summary Judgment on Ms. Jackson's Claim

* Large Companies with Insolvent Balance Sheets

                             *********

A.B. DICK: Wants Court to Enforce Canadian Sale Order
-----------------------------------------------------
On Nov. 17, 2005, the U.S. Bankruptcy Court for the District of
Delaware authorized the sale of some Canadian real property
referred to as the Rexdale Facility owned by Blake of Chicago
Corp., fka A.B. Dick Company.  The sale agreement is between
2053785 Ontario Inc. aka Teresan as purchaser, and 2532344 Canada
Inc., Blake's Canadian subsidiary, as vendor.

                      The Sale Agreement

H. Jeffrey Schwartz, Esq., at Dechert LLP in New York City, tells
the Court that Teresan is prepared to close on the purchase of the
Rexdale Facility.  However, the Court-approved agreement between
Teresan and the Debtors contains a Fiduciary Out Clause.

Under the Fiduciary Out Clause, the Debtors do not have an
obligation to convey the property pursuant to the terms of the
Canadian Sale Order and the Sale Agreement.  The clause permits
the Debtors to pursue the course of action with respect to the
Rexdale Facility that will provide the best recovery to their
estates.

                     The Proposed Agreement

On the other hand, Mr. Schwartz disclosed that the Debtors have
recently been informed by the Official Committee of Unsecured
Creditors that it has negotiated a consensual resolution of the
wind-down of the estates with Nesco Investment, Inc., MHR Capital
Partners LP, MHR Institutional Partners LP, and MHRM LP.

The Debtors submit that the proposed consensual agreement among
MHR, NES and the Committee will maximize recovery of the estate
and that they must seek approval of the proposed agreement in
order to discharge their fiduciary duties to their estates.

               Sale Agreement vs. Proposed Agreement

Mr. Schwartz notes that the Debtors are faced with a choice of
closing the sale with Teresan or pursuing the proposed agreement.

The sale agreement provides that Teresan will pay the Debtor
C$950,000, while NES will pay US$1,250,000 under the proposed
agreement.  The proposed agreement will also resolve wide-ranging
and varied litigation between the Debtors' estates and MHR.

Accordingly, the Debtors asks the U.S. Bankruptcy Court for the
District of Delaware, to enter an order enforcing the Canadian
Sale Order authorizing them not to close on the sale of the
Rexdale Facility as contemplated by the Canadian Sale Order.

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


ALLEN-VANGUARD: Issues Notice of Default Due to Reporting Delay
---------------------------------------------------------------
Allen-Vanguard Corporation (TSX:VRS) issued a notice of default on
Dec. 30, 2005.

The company disclosed that it was unable to file its financial
statements for the year ended Sept. 30, 2005, on or before
Dec. 29, 2005 due to these circumstances:

  (a) There has been a delay in completing the audits of Allen-
      Vanguard Limited, a United Kingdom corporation, and Allen-
      Vanguard (Ireland) Limited, a Republic of Ireland
      corporation.  AVL and AVI are indirect wholly owned
      subsidiaries of the Company which were acquired by the
      Company on Aug. 12, 2004.  Fiscal year 2005 therefore
      represents the first full year audit for AVL and AVI as
      public company subsidiaries.

  (b) The Company has a September 30 fiscal year end while AVL and
      AVI had December 31 fiscal year ends.  It was therefore
      decided to change the fiscal year end of AVL and AVI to
      correspond with the fiscal year end of the Company.  The
      fiscal year 2005 consolidated financial statements of the
      Company must therefore include the results of AVL and AVI
      for the stub periods of October 1, 2004 to December 31, 2004
      and January 1, 2005 to September 30, 2005.

  (c) Soberman LLP is the external auditor for the Company, while
      Ernst & Young, LLP was the external auditor for AVL and AVI.
      In late September 2005, E&Y informed the Company that it did
      not wish to continue as auditor of AVL and AVI beyond the
      fiscal year 2004 engagement if it could not also be
      appointed auditor for the Company.  This request was not
      acceptable to the Company and, with the agreement of E&Y,
      the Company selected Blick Rothenberg as the new auditor of
      AVL and AVI.  BR must therefore rely on the statutory audit
      reports of E&Y covering the fiscal year 2004 accounts for
      AVL and AVI for the opening balance sheets at January 1,
      2005 to audit the 2005 Stub Period.  Soberman must rely on
      the audit report of E&Y for assurance on the 2004 Stub
      Period and on the audit report of BR for assurance on the
      2005 Stub Period.

  (d) The completion of the fiscal year 2004 statutory audits by
      E&Y was delayed, primarily due to uncertainties concerning
      the collectibility of a material receivable by AVL.  The
      collectibility of this receivable was referenced in notes to
      prior quarterly financial statements.  This uncertainty was
      successfully resolved on Dec. 20, 2005, but there is
      insufficient time, given the pending Christmas holiday
      season, for E&Y to complete its final audit procedures and
      issue an unqualified opinion on the statutory accounts of
      AVL and AVI.

  (e) Without such an opinion, BR and Soberman are themselves not
      in position to issue unqualified opinions.

The company expects to file its financials by Jan. 31, 2006.

                     Issuer Cease Trade Order

The company understands that the securities commission or
regulators may impose an issuer cease trade order if the financial
statements are not filed by Feb. 27, 2006.  The Issuer CTO may be
imposed sooner if the company fails to file its default status
reports on time.  Allen-Vanguard intends to satisfy the
requirement to issue a default status report on a bi-weekly basis
by providing specified disclosure as long as it remains in default
of the financial statement filing requirement.

Allen-Vanguard Corporation -- http://www.allen-vanguard.com/--  
develops and markets technologies, tools and training for
defeating and minimizing the effects of hazardous devices and
materials, whether Chemical, Biological, Radiological, Nuclear or
Explosive (CBRNE).  The Company's equipment is in service with
leading security and military forces in more than 120 countries.
This includes a complete range of remote intervention robots for
hazardous applications, vehicle barrier systems, suspect package
containers and Electronic Counter-Measures equipment.  Its Head
office operations are located in Ottawa, Ontario, Canada, with
manufacturing operations in Ottawa and Stoney Creek, Ontario;
Tewkesbury, U.K.; and Cork, Ireland, and sales offices in Canada,
the U.S., the U.K. and Asia.  The Company's shares are listed on
The Toronto Stock Exchange (TSX: VRS).


ALLIANCE GAMING: Receives Adverse Opinion Over Material Weakness
----------------------------------------------------------------
Alliance Gaming Corp. (NYSE: AGI) filed its Annual Report on
Form 10-K for the fiscal year ending June 30, 2005, with the
Securities and Exchange Commission, on Dec. 30, 2005.

The Company has now satisfied the financial reporting requirements
under its loan agreement and is in compliance with its loan
covenants.  Accordingly the default interest penalty period has
now ended.

As a result of the additional time required to complete the year-
end closing process, the Company failed to deliver the 2005
audited financial statements and the Sept. 30, 2005, interim
unaudited internal financial statements to the lenders in a timely
manner, and therefore was not in compliance with certain of its
debt covenants.

Pursuant to an agreement with the lenders, the default will be
cured if the above referenced financial statements are delivered
to the lenders by Dec. 31, 2005.  Immediately upon the filing of
the Company's Annual Report on Form 10-K, the Company intends to
deliver to the lenders its 2005 audited financial statements and
the unaudited interim financial statements for the September 2005
quarter, which it believes will cure the default.  During the
default period from Nov. 8, 2005, to the delivery of the financial
statements in December 2005, the Company incurred default interest
of approximately $700,000.

                    Financial Restatements

In connection with its year-end closing process for 2005, the
company identified certain possible errors in its accounting and
previously reported financial information.  Based on an extensive
internal review, its Board of Directors concluded on Nov. 2, 2005,
that there were material errors in the company's previously
reported financial information and consequently, that a
restatement of its previously reported financial statements as of
June 30, 2004, and for the fiscal years ended June 30, 2004 and
2003 and its previously reported unaudited financial information
for the fiscal quarters ended June 30, 2004, September 30, 2004
and 2003, December 31, 2004 and 2003, and March 31, 2005 and 2004
was required.

"Our review determined that the accounting errors in our
previously reported financial information and the failure to
prevent or detect them in our financial reporting process were, in
part, attributable to material weaknesses in our internal control
over financial reporting," the company disclosed in its annual
report.

A material weakness is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.  Because
of these material weaknesses, management concluded that the
company's internal control over financial reporting was not
effective as of June 30, 2005.

The specific material weaknesses identified by management are:

   -- inadequate staffing and training in finance and accounting;

   -- ineffective controls related to the preparation of certain
      account analyses, account summaries and account
      reconciliations;

   -- inadequate controls related to revenue recognition;

   -- inadequate controls related to inventory valuation;

   -- ineffective controls related to income taxes; and

   -- ineffective controls at the entity level.

The restatement decreased:

     (i) gaming and systems revenues by $8.5 million and
         $23.2 million in fiscal years 2004 and 2003,
         respectively;

    (ii) cost of sales and other expenses by $1.9 million and
         $9.9 million in fiscal years 2004 and 2003, respectively;
         and

   (iii) income from continuing operations by $3.9 million and
         $9.0 million in fiscal years 2004 and 2003, respectively.

                     Auditors' Opinion

Deloitte & Touche LLP expressed:

   -- an unqualified opinion on management's assessment of the
      effectiveness of the Company's internal control over
      financial reporting; and

   -- an adverse opinion on the effectiveness of the Company's
      internal control over financial reporting because of
      material weaknesses,

after it audited Alliance Gaming's financial statements for the
fiscal year ended June 30, 2005.

A full-text copy of the company's Form 10-K for the fiscal year
ended June 30, 2005, is available at no charge at
http://ResearchArchives.com/t/s?414

Alliance Gaming -- http://www.alliancegaming.com/-- is a
diversified gaming company with headquarters in Las Vegas.  The
Company is engaged in the design, manufacture, distribution and
operation of advanced gaming devices and systems worldwide and
owns and operates Rainbow Casino in Vicksburg, Mississippi.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 8, 2005,
Moody's Investors Service reported that these ratings remain on
review for possible downgrade:

   -- $75 million senior secured revolving credit facility
      due 2008, to B1 from Ba3;

   -- $350 million senior secured term loan due 2009, to B1
      from Ba3; and

   -- Corporate family rating, to B1 from Ba3.


ALLIED HOLDINGS: Wants to Walk Away from Volkswagen, et al. Leases
------------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates seek the Court's
authority to reject:

   (a) a port services and vehicle processing agreement among
       Debtors Terminal Service Company, Inc., Transport Support,
       Inc., and Volkswagen of America, Inc.;

   (b) a sublease between Debtor Commercial Carriers, Inc., as
       subtenant, and Volkswagen of America, Inc., as sublessor,
       for premises located at Port of Wilmington in Wilmington,
       Delaware;

   (c) a purchase and sale agreement between 782777 Ontario
       Limited, as purchaser, and Allied Systems (Canada)
       Company, as seller, for real property located in City of
       Windsor, County of Essex, Province of Ontario;

   (d) an exclusive subleasing listing agreement between CB
       Richard Ellis, Inc., as broker, and Axis Group, LLC, as
       Sublessor; and

   (e) an access agreement between Allied Systems, Ltd. and
       Consolidated Rail Corporation, whereby Conrail grants
       Allied Systems, Ltd., the right to enter property located
       at Selkirk Auto Terminal, Town of Bethlehem in Albany, New
       York.

Alisa H. Aczel, Esq., at Troutman Sanders, LLP, in Atlanta,
Georgia, asserts that the Contracts are no longer necessary to
the Debtors' ongoing business operations and will not contribute
to their reorganization because they provide no value to their
creditors or estates.  "[The] Contracts constitute a burden upon
the Debtors' estates and may needlessly increase administrative
costs if not rejected," Ms. Aczel relates.

Pursuant to Rules 2002 and 3003(c) of the Federal Rules of
Bankruptcy Procedure, the Debtors ask the Court to require that
any proof of claim for damages arising from the rejection of the
Contracts be filed within 30 days of the date of service of a
final order approving the rejection.

In addition, the Debtors also ask the Court to bar the holder of
any claim resulting from the rejection of the Contracts from
participation in or receipt of distributions of dividends on
account of the claim in the event that the claim is not filed on
or before the deadline.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLMERICA FINANCIAL: Sale Closing Prompts S&P to Lift Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
and financial strength ratings on Allmerica Financial Life
Insurance & Annuity Co. to 'BBB' from 'BB' and removed them from
CreditWatch with positive implications.

Standard & Poor's also said that the outlook on AFLIAC is stable.

This rating action follows the close of Goldman Sachs Reinsurance
Group's acquisition of AFLIAC from the Hanover Insurance Group
(formerly Allmerica Financial Group).

"We raised the ratings because we expect that GSRG will manage
AFLIAC as part of an ongoing operation and look to add business to
AFLIAC's books through additional acquisitions," explained
Standard & Poor's credit analyst Ovadiah Jacob. "Under GSRG,
AFLIAC will be able to capitalize on its relationships with
Goldman Sachs Group Inc. in managing its business and associated
risks."

Despite this, Standard & Poor's considers AFLIAC to be a
nonstrategic  component of Goldman Sachs.  GSRG will maintain the
mortality reinsurance that AFLIAC has entered into.  In addition,
GSRG will introduce a Goldman Sachs-designed hedging strategy to
effectively monitor and mitigate the effects of the market risks
of the variable policies and the guaranteed minimum death benefit
rider that is attached to some of these policies.

Standard & Poor's expects that GSRG will enhance AFLIAC's
profitability  through expense savings attained by building a
variable cost structure around policy administration and asset
management.  Goldman Sachs is expected to maintain AFLIAC's
capital adequacy at an extremely strong level.  GSRG has clarified
that Goldman Sachs has no intentions of taking dividends out of
AFLIAC as part of the transaction or in the near term.


ANCHOR GLASS: Files Chapter 11 Plan & Disclosure Statement in Fla.
------------------------------------------------------------------
Anchor Glass Container Corporation filed its proposed Plan of
Reorganization and Disclosure Statement with the United States
Bankruptcy Court Middle District of Florida, Tampa Division, on
Dec. 30, 2005.

Anchor's Plan of Reorganization will reduce the company's long-
term debt by $380 million.  Assuming court approval of the plan,
Anchor expects to emerge from Chapter 11 in March 2006.

"This plan of reorganization is a win for all of us.  With the
restructuring of our debt and operations, we can remain a strong
and innovative competitor in the marketplace," said Mark Burgess,
Anchor's Chief Executive Officer.

                     Terms of the Plan

The terms of Anchor's Plan of Reorganization call for a debt-for-
equity swap that will give Anchor's Senior Secured Noteholders and
other secured creditors 100% of the company's equity.  Anchor will
exit chapter 11 as a privately held company with long-term debt of
approximately $125 million.  To ensure strong liquidity, Anchor
will also put in place a revolving credit facility of at least $50
million.  Unsecured creditors will receive a cash distribution of
approximately 7% of their claims.  Current equity holders are
proposed to receive an unspecified number of warrants having a de
minimis value.

A full-text copy of Anchor Glass' Disclosure Statement dated
Dec. 30, 2005, is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060101211454

A full-text copy of Anchor Glass' Plan of Reorganization dated
Dec. 30, 2005, is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060101211729

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $661.5 million in assets and
$666.6 million in debts.


AURA SYSTEMS: Gets Court Nod to Access $1.16M Berg Group DIP Loan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave Aura Systems, Inc., permission to obtain new DIP financing on
a secured basis, and to extend its continued use of cash
collateral up to Jan. 31, 2006, under the same terms and
conditions previously ordered by the Court.

As reported in the Troubled Company Reporter on Dec. 15, 2005, the
new DIP loan will be provided by the Berg Group under the same
terms and conditions as the previous Court-approved DIP loans
obtained by the Debtor from Blue Collar Films Inc., and AGP Lender
LLC.

The proposed financing from the Berg Group will be secured by all
of the Debtor's assets, excluding avoidance cause of action,
junior to all existing valid secured liens.

The Court approved the adequacy of its Disclosure Statement
explaining its First Amended Plan of Reorganization on Dec. 6,
2005.  The confirmation hearing for that Plan is scheduled on Jan.
10, 2006.  If the Plan is confirmed on that hearing, the Debtor
anticipates the Plan will take effect on Jan. 31, 2006.

Headquartered in El Segundo, California, Aura Systems, Inc.
-- http://www.aurasystems.com/-- develops and sells AuraGen(R)
mobile induction power systems to the industrial, commercial and
defense mobile power generation markets.  The Company filed for
chapter 11 protection on June 24, 2005 (Bankr. C.D. Calif. Case
No. 05-24550).  Ron Bender, Esq., at Levene Neale Bender Rankin &
Brill LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for bankruptcy, it reported $18,036,502 in
assets and $28,919,987 in debts.


BANC OF AMERICA: Fitch Places Low-B Ratings on $1.4 Million Certs.
------------------------------------------------------------------
Banc of America Mortgage Securities, Inc.'s (BoAMSI) mortgage
pass-through certificates, series 2005-L, are rated by Fitch
Ratings as:

    -- $340,996,100 classes 1-A-1, 1-A-2, 1-A-R, 2-A-1-2-A-5,
       3-A-1, 3-A-2, 4-A-1 and 4-A-2 senior certificates 'AAA';

    -- $7,619,000 class B-1 'AA';

    -- $2,125,000 class B-2 'A';

    -- $1,417,000 class B-3 'BBB';

    -- $886,000 class B-4 'BB';

    -- $532,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 3.75%
subordination provided by the 2.15% class B-1, 0.60% class B-2,
0.40% class B-3, 0.25% privately offered class B-4, 0.15%
privately offered class B-5 and 0.20% privately offered class B-6.
The ratings on classes B-1 through B-5 reflect each certificate's
respective level of subordination. Class B-6 is not rated by
Fitch.

The ratings also reflect the quality of the underlying mortgage
collateral, the primary servicing capabilities of Bank of America
Mortgage, Inc. (rated 'RPS1' by Fitch) and Fitch's confidence in
the integrity of the legal and financial structure of the
transaction.

The transaction consists of four groups of adjustable interest
rate, fully amortizing mortgage loans, secured by first liens on
one- to four-family properties, with a total of 625 loans and an
aggregate principal balance of $354,283,711 as of Dec. 1, 2005
(the cut-off date).  The four loan groups are cross-
collateralized.

The collateral consists of 3/1 (Group 1), 5/1 (Group 2), and 7/1
(Group 3), 10/1 (Group 4) hybrid adjustable-rate mortgage (ARM)
loans.  After the initial fixed interest rate period of three,
five, seven, and ten years respectively, the interest rate will
adjust annually based on the sum of one-year LIBOR index and a
gross margin specified in the applicable mortgage note.
Approximately 75.91% of all the loans require interest-only
payments until the month following the first adjustment date.  As
of the cut-off date, the deal has an aggregate principal balance
of approximately $354,283,710.68 and an average balance of
$566,854.  The weighted average original loan-to-value ratio
(OLTV) for the mortgage loans is approximately 70.46%.  The
weighted average remaining term to maturity is 359 months, and the
weighted average FICO credit score for the group is 745. Second
homes and investor-occupied properties constitute 11.51% and 0.27%
of the loans respectively.  Rate/term and cashout refinances
account for 24.96% and 13.04% of the loans respectively. The
states that represent the largest geographic concentration of
mortgaged properties are California (46.22%), Florida (9.85%), and
Virginia (5.84%).  All other states represent less than 5% of the
outstanding balance of the group.

Approximately 69.50% of the Group 1 Mortgage Loans, approximately
79.46% of the Group 2 Mortgage Loans, approximately 62.66% of the
Group 3 Mortgage Loans, approximately 83.62% of the Group 4
Mortgage Loans and approximately 75.97% of all of the Mortgage
Loans were originated under the Accelerated Processing Programs,
which require less documentation.  None of the Mortgage Loans were
originated under the Accelerated Processing Programs of All-Ready
Home.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BANC OF AMERICA: Fitch Places Low-B Ratings on $3.7 Mil. Certs.
---------------------------------------------------------------
Banc of America Alternative Loan Trust's mortgage pass-through
certificates, series 2005-12, are rated by Fitch Ratings as:

    -- $559,521,009 classes 1-CB-1-1-CB-5, 1-CB-R, 2-CB-1, 3-CB-1,
       CB-IO, 4-A-1-4-A-5, 4-IO, 5-A-1, 6-A-1, 15-IO and X-PO
       senior certificates 'AAA';

    -- $8,423,000 class B-1 'AA';

    -- $4,355,000 class B-2 'A';

    -- $3,194,000 class B-3 'BBB';

    -- $2,033,000 class B-4 'BB';

    -- $1,742,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.65%
subordination provided by the 1.45% class B-1, 0.75% class B-2,
0.55% class B-3, 0.35% privately offered class B-4, 0.30%
privately offered class B-5 and 0.25% privately offered class B-6.
Classes B-1, B-2, B-3, and the privately offered classes B-4 and
B-5 are rated 'AA', 'A', 'BBB', 'BB' and 'B', respectively, based
on their respective subordination.  Class B-6 is not rated by
Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by six pools of mortgage loans.  Loan
groups 1, 2, 3, 4, 5, and 6 are cross-collateralized and supported
by the B-1 through B-6 subordinate certificates.

All mortgage loans in all six groups were underwritten using Bank
of America's 'Alternative A' guidelines.  These guidelines are
less stringent than Bank of America's general underwriting
guidelines and could include limited documentation or higher
maximum loan-to-value ratios.  Mortgage loans underwritten to
'Alternative A' guidelines could experience higher rates of
default and losses than loans underwritten using Bank of America's
general underwriting guidelines.

Loan groups 1, 2, 3, 4, 5, and 6 in the aggregate consist of 3,478
recently originated, conventional, fixed-rate, fully amortizing,
first lien, one- to four-family residential mortgage loans with
original terms to stated maturity ranging from 120 to 360 months.
The aggregate outstanding balance of the pool as of Dec. 1, 2005
(the cut-off date) is $580,720,206.88, with an average balance of
$166,969.58 and a weighted average coupon of 6.178%.  The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 70.57%.  The weighted average FICO credit
score is 737.  Second homes and investor-occupied properties
comprise 5.02% and 45.83% of the loans in the group, respectively.
Rate/Term and cash-out refinances account for 14.18% and 32.67% of
the loans in the group, respectively.  The states that represent
the largest geographic concentration of mortgaged properties are
California (23.76%), Florida (12.69%), and Texas (7.94%).  All
other states represent less than 5% of the aggregate pool balance
as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits.  Wells Fargo
Bank, National Association will act as trustee.


BANC OF AMERICA: Fitch Puts Low-B Ratings on $1 Million Certs.
--------------------------------------------------------------
Banc of America Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 2005-12, are rated by Fitch Ratings as:

    -- $290,888,553 classes A-1-A-8, A-R, 30-IO and 30-PO senior
       certificates 'AAA';

    -- $5,406,000 class B-1 'AA';

    -- $1,652,000 class B-2 'A';

    -- $901,000 class B-3 'BBB';

    -- $601,000 class B-4 'BB';

    -- $451,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.15%
subordination provided by the 1.80% class B-1, 0.55% class B-2,
0.30% 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.
Classes B-1, B-2, B-3, B-4, and B-5, are rated 'AA,' 'A,' 'BBB,'
'BB,' and 'B,' respectively, based on their respective
subordination. Class B-6 is not rated by Fitch.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The mortgage pool consists of 529 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months.

The aggregate outstanding balance of the pool as of Dec. 1, 2005
(the cut-off date) is $300,350,130.52, with an average balance of
$567,769.62 and a weighted average coupon of 5.937%.  The weighted
average original loan-to-value ratio for the mortgage loans in the
pool is approximately 69.40%.  The weighted average FICO credit
score is 746.  Second homes comprise 9.07% and there are no
investor occupied properties.  Rate/Term and cash-out refinances
account for 24.45% and 20.34% of the loans in the groups,
respectively.  The states that represent the largest geographic
concentration of mortgaged properties are California (47.47%) and
Florida (8.05%).  All other states represent less than 5% of the
aggregate pool balance as of the cut-off date.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust.  For federal income tax
purposes, an election will be made to treat the trust as a real
estate mortgage investment conduit.  Wells Fargo Bank, National
Association will act as trustee.


BANC OF AMERICA: Fitch Puts Low-B Ratings on $2 Mil. Certificates
-----------------------------------------------------------------
Banc of America Funding Corporation's mortgage pass-through
certificates, series 2005-8, are rated by Fitch Ratings:

    --$574,187,134 classes 1-A-1, 1-A-2, 1-A-R, 2-A-1-2-A-9, 3-A-
      1-3-A-5, 4-A-1-4-A-29, 30-IO and 30-PO senior certificates
      'AAA';

    --$11,901,000 class B-1 'AA';

    --$3,571,000 class B-2 'A';

    --$2,082,000 class B-3 'BBB';

    --$1,190,000 class B-4 'BB';

    --$893,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.50%
subordination provided by the 2.00% class B-1, 0.60% class B-2,
0.35% class B-3, 0.20% privately offered class B-4, 0.15%
privately offered class B-5 and 0.20% privately offered class B-6.
The ratings on classes B-1 through B-5 reflect each certificate's
respective level of subordination.  Class B-6 is not rated by
Fitch.

Fitch believes the amount of credit enhancement will be sufficient
to cover credit losses.  The ratings also reflect the high quality
of the underlying collateral purchased by Banc of America Funding
Corporation, the integrity of the legal and financial structures,
and the master servicing capabilities of Wells Fargo Bank, N.A.
(rated 'RMS1' by Fitch).

The collateral consists of 1,051 fully amortizing, fixed interest
rate, first lien mortgage loans, with original terms to maturity
(WAM) of 240 to 360 months.  The aggregate unpaid principal
balance of the pool is $595,014,347.81 as of Dec. 1, 2005, (the
cut-off date) and the average principal balance is $566,141.15.
The weighted average original loan-to-value ratio (OLTV) of the
loan pool is approximately 67.94%; approximately 3.10% of the
loans have an OLTV greater than 80%.  The weighted average coupon
(WAC) of the mortgage loans is 5.916% and the weighted average
FICO score is 739.  Cash-out and rate/term refinance loans
represent 30.14% and 26.99% of the loan pool, respectively.  The
states that represent the largest geographic concentration are
California (40.65%), Virginia (8.69%) and New York (7.49%).  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.

BAFC, a special purpose corporation, purchased the mortgage loans
from GMAC Mortgage Corporation, National City Mortgage Co., PHH
Mortgage Corporation, Residential Funding Corporation, SunTrust
Mortgage Corporation, Washington Mutual Bank, and Wells Fargo
Bank, N.A. and deposited the loans in the trust, which issued the
certificates, representing undivided beneficial ownership in the
trust.  Wells Fargo Bank, N.A. will serve as master servicer and
as securities administrator.  Wachovia Bank, N.A. will serve as
trustee and custodian.  For federal income tax purposes, elections
will be made to treat the trust as three separate real estate
mortgage investment conduits.


BEKENTON USA: Court Okays Rice Pugatch as Bankruptcy Counsel
------------------------------------------------------------
Bekenton USA, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Rice Pugatch Robinson & Schiller, P.A., as its bankruptcy counsel.

The Debtor tells the Court that Arthur Halsey Rice, Esq., will be
the lead attorney for the Debtor.

Rice Pugatch is expected to perform ordinary and necessary legal
services required in the administration of the Debtor's estate.

Documents delivered to the Court does not disclose how much the
Firm will charge the Debtor for its work.

Mr. Rice 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 Maimi Beach, Florida, Bekenton USA, Inc.,
manufactures tobacco products.  The Debtor filed for chapter 11
protection on Nov. 4, 2005 (Bankr. S.D. Fla. Case No. 05-60031).
Arthur H. Rice, Esq., at Rice Pugatch Robinson & Schiller, P.A.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
totaling $5,227,073 and debts totaling $15,750,548.


BEKENTON USA: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Bekenton USA, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Southern District
of Florida, disclosing:


     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property
  B. Personal Property          $12,931,197
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $2,276,204
     Secured Claims
  E. Creditors Holding                             $386,195
     Unsecured Priority Claims
  F. Creditors Holding                          $13,871,786
     Unsecured Nonpriority
     Claims
                                -----------     -----------
     Total                      $12,931,197     $16,534,185

Headquartered in Maimi Beach, Florida, Bekenton USA, Inc.,
manufactures tobacco products.  The Debtor filed for chapter 11
protection on Nov. 4, 2005 (Bankr. S.D. Fla. Case No. 05-60031).
Arthur H. Rice, Esq., at Rice Pugatch Robinson & Schiller, P.A.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed assets
totaling $5,227,073 and debts totaling $15,750,548.


BLACK WARRIOR: One-for-Ten Reverse Stock Split Takes Effect
-----------------------------------------------------------
Black Warrior Wireline Corp. (OTCBB-BWWR) reported that its
one-for-ten reverse stock split is effective December 27, 2005.

The reverse stock split was undertaken by the Company in
connection with its plans for the restructuring of its
capitalization disclosed in October 2005.  Subject to meeting all
listing requirements, the Company intends to seek to list its
shares of Common Stock on the Nasdaq Stock Market.

Black Warrior Wireline Corp. is an oil and gas service company
providing services to oil and gas well operators primarily in the
United States and in the Gulf of Mexico.  It is headquartered in
Columbus, Mississippi.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2005,
Black Warrior Wireline Corp. delivered its quarterly report on
Form 10-QSB for the quarter ending September 30, 2005, to the
Securities and Exchange Commission on November 14, 2005.

The Company reported $2,223,728 of net income on $17,421,589
of net revenues for the quarter ending September 30, 2005.
At September 30, 2005, the Company's balance sheet showed
$36,427,947 in total assets and $55,052,978 in total debts.
As of September 30, 2005, the Company's equity deficit narrowed to
$18,625,031 from a $25,208,634 deficit at December 31, 2004.


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

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

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

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

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

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 2;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants to Pay Prepetition Property Tax Claims
----------------------------------------------------------
Calpine Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York for
authority to pay, in their sole discretion, the undisputed
prepetition claims of certain governmental units in respect of
real and personal property taxes accrued prior to the Petition
Date when these claims become due and payable, in an aggregate
amount not to exceed $25,000,000.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors own interests in power generation
facilities in more than 20 states and own other real and personal
property throughout the U.S.  The Debtors typically pay taxes on
their real and personal property in the ordinary course of
business.  The payments cover taxes for the prior year or
quarter, depending on how the applicable tax is assessed.  Thus,
as of the Petition Date, the Debtors owed taxes that accrued for
some portions of the 2005 calendar year and, in certain limited
instances, for the 2004 calendar year due to a supplemental tax
assessment against certain of the properties.

                   Liens on Unpaid Taxes

Additionally, the law in most, if not all, of the jurisdictions
in which the owned properties are located provides for the
creation of a statutory lien on the properties if the applicable
taxes are not paid.  The statutory tax liens typically arise on
or relate back to a date prior to the due date of the tax bill.

The relation back of a tax lien to the assessment or tax status
date generally does not affect the enforceability of the tax lien
against a debtor or violate the automatic stay imposed by section
362(a) of the Bankruptcy Code.  As a result, if applicable law
provides for the creation of a lien upon the failure to pay
property taxes, that tax lien generally will be perfected and
enforceable against a debtor regardless of the date on which that
lien is created.  Moreover, many jurisdictions' statutes grant a
tax lien priority over all other liens imposed against the
property.

In light of this, most of the state and local governmental
authorities to which the property taxes are owed likely hold
oversecured claims against the Debtors' estates.  Section 506(b)
of the Bankruptcy Code provides that the claims may accrue
interest but does not specify a rate.  However, many governmental
units likely will assert that the interest rates or penalties
specified by statute are the appropriate benchmark.  The Debtors
believe that the applicable statutory rates of interest for most
of the jurisdictions in which the properties are located range
from 10% per annum to 18% per annum -- rates that in some cases
substantially exceed the current market interest rates.

Moreover, even if the Prepetition Property Tax Claims are
unsecured, those claims most likely would be priority claims
entitled to payment prior to the general unsecured creditors.  To
the extent that the Prepetition Property Tax Claims are entitled
to eighth priority treatment under Section 507(a)(8)(B) of the
Bankruptcy Code, the governmental units also may attempt to
assess penalties.

Consequently, payment of the Prepetition Property Tax Claims will
give the governmental entities no more than that to which they
otherwise would be entitled under a plan of reorganization and
will save the Debtors the potential interest expense and
penalties that otherwise might accrue on the Property Tax Claims.
Accordingly, the Debtors seek authority, in their sole
discretion, to pay the Prepetition Property Tax Claims to avoid
the further accrual of interest and penalties.  The Debtors
estimate that, as of the Petition Date, the aggregate amount of
the undisputed Prepetition Property Tax Claims incurred prior to
the Petition Date, but some of which amount is due and payable
after the Petition Date, is less than $25 million.

Mr. Cieri relates that the Debtors have sufficient cash reserves
as of the Petition Date and will have sufficient cash from
ongoing operations to pay the amounts in the ordinary course of
their businesses.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants Court OK to Reject 8 Energy Trading Contracts
-----------------------------------------------------------------
Calpine Corporation and its debtor-affiliates ask The Honorable
Burton R. Lifland of the U.S. Bankruptcy Court for the Southern
District of New York for permission to reject eight unprofitable
energy-trading contracts with these companies effective as of the
Petition Date:

    (1) State of California Department of Water Resources,
    (2) Southern California Edison Company,
    (3) Arcadia Power Partners, LLC,
    (4) Pacific Gas and Electric Company,
    (5) Reliant Virtual Plant,
    (6) Northern California Power Agency, and
    (7) Strategic Energy LLC.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
tells the Court that the unprofitable contracts generally consist
of energy supply contracts whereby the Debtors agreed to supply a
variable or specified amount of electricity, at a fixed price,
for a defined period.  The Debtors rely primarily on natural gas
to fuel power plants that produce electricity sold under the
unprofitable contracts.  Due to the recent increase in the cost
of natural gas, the Debtors' costs of producing electricity have
increased dramatically in comparison to historical costs.
Consequently, with rapid escalating costs and generally fixed
historical prices for the sale of electricity, the Debtors have
suffered substantial losses on the unprofitable contracts.

The eight contracts represent the Debtors' most costly, money-
losing contracts.  The Debtors estimate that they would lose
approximately $1,200,000,000 or about $1,100,000 per day in 2006
if required to perform through the end of the contracts.  Because
losses of this magnitude would impose an unsustainable financial
burden on the Debtors, they determined that the eight contracts
should be rejected.

The Debtors have also determined that the contracts provide no
economic value to their estates and are not necessary for and may
even threaten their restructuring efforts.

                   About Great Plains

Great Plains Energy Incorporated, headquartered in Kansas City,
Missouri, is the holding company for Kansas City Power & Light
Company, a leading regulated provider of electricity in the
Midwest, and Strategic Energy LLC, a competitive electricity
supplier.  The Company's Web site is
http://www.greatplainsenergy.com/

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 3;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: GVA Kidder Prepares for Real Estate Appraisal
--------------------------------------------------------------
The Tort Litigants Committee, Tort Claimants Committee and Gayle
E. Bush, the Future Claims Representative in the Diocese of
Spokane's Chapter 11 case, delivered to the U.S. Bankruptcy Court
for the Eastern District of Washington a report:

   (i) setting forth the principles they will utilize to select
       those properties which will be appraised by GVA Kidder
       Mathews; and

  (ii) a list of the properties, if available.

The Creditor Representatives worked closely with GVA to:

   * determine the appropriate process for providing market value
     estimates for the Diocese's properties; and

   * establish the principles to be utilized in selecting the
     number of the total properties to be appraised.

James I. Stang, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C., Los Angeles, California, relates that GVA
cataloged all of the 129 properties identified as being owned by
the Diocese.  A GVA employee informally visited 88 of the
properties.

The Committees and the FCR supplied GVA with information that they
had collected from public sources, including the name of the
owners, the square footage of the land and improvements, the
assessed value of the properties, date of construction of
improvements, and the use of the properties.

Upon receipt of the information, GVA prepared:

   (a) a letter setting forth the proposed scope of services,
       dated December 14, 2005;

   (b) a list of properties to be appraised on a "limited
       restricted" report basis and a map depicting the property
       locations;

   (c) a list of properties regarding which GVA will provide
       consulting services -- which properties will not be
       appraised -- to include a statement of the order of
       magnitude of value; and

   (d) an example of the form of a limited restricted report
       appraisal.

                 Limited Restricted Appraisals

GVA has concluded that credible valuation advice can be performed
by providing "Limited Restricted" appraisals for 40 of the most
appropriate properties, with order of magnitude value estimates
provided as a consultation service for the remaining 89
properties.  GVA explained that a Limited Restricted appraisal is
used when "a credible value estimate without much report
documentation is required, either because the audience is
sophisticated enough to be able to understand the core real estate
issues, or if cost savings are desired."

According to Mr. Stang, the 40 properties were selected based on a
variety of factors, including:

   -- the property's assessed value;

   -- the property's physical characteristics and location in the
      marketplace;

   -- the property's likely highest and best use; and

   -- GVA's professional judgment relative to the ability to
      efficiently and effectively provide the most reliable value
      estimates for the highest value properties.

To date, GVA has incurred almost $20,000 in fees performing the
initial phase of the appraisal work.  GVA expects the appraisal
work for the 40 properties, plus the value consulting service, to
cost an additional $140,000, plus travel expenses.  Preparation of
the Limited Restricted appraisals will cost $120,000, and the
consultation portion of the engagement will cost $20,000.

Assuming immediate engagement and subject to unforeseen
circumstances, GVA anticipates completing the appraisal work by
the end of February 2006, Mr. Stang says.

In the course of working with the Litigants Committee to catalog
all of the properties vested in Spokane, the Diocese has
identified certain deeds that, it contends, restrict its interest
in the properties.  Mr. Stang notes that the Committees and the
FCR have included these properties in their assessment.  The
Committees and the FCR have not intended to include any properties
in which recorded title is in the name of an entity other than the
Diocese or a parish.

                GVA's Valuation is Cost-Efficient

The Committees and the FCR believe that the scope of services and
the bifurcation of the properties into two categories reflect the
most useful and cost efficient approach to a valuation of the
properties.

Mr. Stang maintains that the Committees and the FCR anticipate
using GVA's work product for a myriad of purposes ranging from
information on which to formulate a reorganization plan to a
methodology for realizing value from the properties.  The
Committees and the FCR recognize that the limited restricted
report format may not serve every purpose one can imagine but they
believe that the appraisal format is the most cost effective and
timely format and that the appraised properties will account for
approximately 70% of the value of the property portfolio.

"Other formats . . . will take longer and will be more expensive
and thus, due to budgetary constraints, will necessarily restrict
the information available to the Court and other parties," Mr.
Stang tells the Court.

The Committees and the FCR have approved the documents and
forwarded them to the Diocese's and the Parishes' counsel.  The
Diocese and the Parishes have begun consulting with Committees and
the FCR about the documents.

A full-text copy of GVA's report to the Creditor Representatives
is available for free at:

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

As previously reported in the Troubled Company Reporter on
December 14, 2005, Judge Williams authorized the Committee of Tort
Claimants, the Committee of Tort Litigants, and Gayle E. Bush, the
Future Claims Representative, to retain GVA Kidder Mathews as
their appraiser and consultant.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Tucson Wants Marianist and Phoenix Pacts Approved
------------------------------------------------------------------
The Diocese of Tucson asks the U.S. Bankruptcy Court for the
District of Arizona to approve separate settlements with the
Marianist Province of the United States, and the Diocese of
Phoenix and its 38 parishes.

                      Marianist Settlement

The Society of Mary is an international religious order of
brothers and priests.  More than 600 Marianist Province serve in
the Province of the United States, which includes Eastern Africa,
India, Ireland, Mexico, and Puerto Rico.  Marianist Province
priests and brothers have served in the Tucson Diocese.

According to Susan G. Boswell, Esq., at Quarles & Brady Streich
Lang LLP, in Tucson, Arizona, the Tucson Diocese and the
Marianist Province have disputes over claims for indemnity and
contribution related to alleged tort claims against the Diocese
and co-defendants, including claims that the Marianist Province
are liable for allegations involving sexual abuse by Marianist
Province priests or brothers, working in the Tucson Diocese.  The
Tucson Diocese and the Marianist Province are co-defendants in
certain litigation involving sexual abuse.

The Marianist Settlement provides that in consideration of being
treated as a Participating Third Party and a Released Party under
Tucson's Plan of Reorganization, the Marianist Province agree to
contribute $10,000 to the Settlement Trust Fund.

The Tucson Diocese and the Marianist Province also exchange mutual
releases.

                    Phoenix Diocese Settlement

In 1969, the territory of the Tucson Diocese included Cochise,
Gila, Greenlee, Graham, Maricopa, Pima, Pinal, Santa Cruz, and
Yuma counties.  The remaining northern counties were territory of
the Diocese of Gallup at that time.

Pope Paul VI established the Diocese of Phoenix on December 2,
1969.  The Phoenix Diocese incorporated as an Arizona corporation
sole on that date.

The territory of the Phoenix Diocese includes the counties of
Maricopa and the Gila River Indian Reservation in Pinal County,
which previously were part of the Tucson Diocese.

The Phoenix Parishes consist of 38 parishes that were previously
part of the Tucson Diocese, and became part of the Phoenix
Diocese when it was formed:

    (1) the Blessed Sacrament Parish (Tolleson),
    (2) Christ the King Parish,
    (3) Holy Family Parish,
    (4) Immaculate Heart of Mary Parish,
    (5) Most Holy Trinity Parish,
    (6) Our Lady of Mount Carmel Parish,
    (7) Our Lady of Perpetual Help Parish (Glendale),
    (8) Our Lady of Perpetual Help Parish (Scottsdale),
    (9) Sacred Heart Parish (Phoenix),
   (10) St. Agnes Parish,
   (11) St. Anne Parish,
   (12) St. Anthony Parish,
   (13) St. Anthony of Padua Parish (Wickenburg),
   (14) St. Catherine of Sienna Parish,
   (15) St. Charles Borromeo Parish,
   (16) St. Daniel the Prophet Parish,
   (17) St. Francis Xavier Parish,
   (18) St. Gregory Parish,
   (19) St. Henry Parish,
   (20) St. Jerome Parish,
   (21) St. Joachim & St. Anne Parish,
   (22) St. John the Baptist Parish,
   (23) St. John Vianney Parish (Goodyear),
   (24) St. Joseph Parish,
   (25) St. Louis the King Parish,
   (26) St. Maria Goretti Parish,
   (27) St. Mark Parish,
   (28) St. Matthew Parish,
   (29) St. Mary's Parish (Chandler),
   (30) St. Mary's Basilica,
   (31) St. Michael Parish,
   (32) St. Peter Parish,
   (33) SS. Simon & Jude Cathedral,
   (34) St. Theresa Parish,
   (35) St. Thomas the Apostle Parish,
   (36) St. Vincent de Paul Parish,
   (37) Santa Teresita Parish, and
   (38) Queen of Peace Parish

The Phoenix Diocese, the Phoenix Parishes and the Tucson Diocese
are parties to two primary categories of disputes in the Chapter
11 case:

   (1) Possible disputes over claims for indemnity and
       contribution related to alleged Tort Claims against the
       Tucson Diocese and co-defendants, including but not
       limited to claims that certain of the Phoenix Parishes or
       the Phoenix Diocese are liable for allegations involving
       sexual abuse by clergy, workers or volunteers working in
       the Phoenix Parishes prior to December 2, 1969; and

   (2) Disputes over the scope of property of the estate,
       including any avoidance actions or contribution actions.

The Phoenix Diocese Settlement provides that:

   * in consideration of being treated as Participating Third
     Parties and a Released Parties under Tucson's Plan, the
     Phoenix Diocese and the Phoenix Parishes agree to contribute
     $200,000 to the Fund; and

   * the Tucson Diocese, the Phoenix Diocese and Phoenix
     Parishes exchange mutual releases.

                     Claims Against Phoenix

Ms. Boswell notes that several Tort Claimants in the
Reorganization Case have asserted claims against the Phoenix
Diocese and certain Phoenix Parishes, in addition to their claims
against the Tucson Diocese, that will be affected by the Phoenix
Settlement:

   -- Claimant holding Claim Nos. 26 and 79, also known as
      plaintiff John Doe XXIII, in the complaint originally filed
      in Superior Court of the State of Arizona, County of
      Maricopa, under Case No. CV2004-007827, under Judge Rebecca
      Albrecht but which is presently pending before the Arizona
      Bankruptcy Court under Adversary No. 2:04-ap-01259-JINIM.
      The John Doe XXIII claims are presently pending before a
      special arbitrator under the Plan; and

   -- Claimants holding Claim Nos. 40, 50, and 4 and 49, in
      Tucson's Chapter 11 case:

      1.  Claimant No. 40 is the plaintiff in the Pima County
          Superior Court Case No. 020024350, which was removed
          and is pending before the Arizona Bankruptcy Court
          under Adversary Proceeding No. 4-04-ap-00137;

      2.  Claimant No. 50 is the plaintiff in the Pima County
          Superior Court Case No. 020033268, which was removed
          and is pending before the Arizona Bankruptcy Court
          under Adversary Proceeding No. 4-04-ap-00139; and

      3.  The Claimant who filed Claim Nos. 4 and 49 is the
          plaintiff in the Maricopa County Superior Court Case
          No. CV2004-009786, which was removed and is pending
          before the Arizona Bankruptcy Court under Adversary
          Proceeding No. 2-04-ap-01258.

The Phoenix Settlement provides that John Doe XXIII's claims
against the Phoenix Diocese and Phoenix Parishes will not be
subject to the channeling injunction.  John Doe XXIII will be
permitted to pursue his claims against the Phoenix Diocese and
Phoenix Parishes.

Tort Claimants No. 40, 50, and 4 & 49 have agreed not to object to
the Phoenix Settlement, which will dispose of their claims against
the Phoenix Dioceses and Phoenix Parishes on the condition that
they be reimbursed their Court costs out of the Phoenix Settlement
Proceeds.  Claimant 40's costs equal $13,018, Claimant 50's costs
equal $11,864 and Claimant 4 & 49's costs equal $1,501.

The Tucson Diocese does not object to the arrangement.

The Roman Catholic Church of the Diocese of Tucson filed for
chapter 11 protection (Bankr. D. Ariz. Case No. 04-04721) on
September 20, 2004, and delivered a plan of reorganization to the
Court on the same day.  Susan G. Boswell, Esq., Kasey C. Nye,
Esq., at Quarles & Brady Streich Lang LLP, represent the Tucson
Diocese.  (Catholic Church Bankruptcy News, Issue No. 49
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHEMTURA CORPORATION: Discloses Results of Debt Tender Offer
------------------------------------------------------------
Chemtura Corporation (NYSE:CEM) reported the results of its
previously announced offer to purchase:

    (i) any and all of its outstanding $225.0 million aggregate
        principal amount of Senior Floating Rate Notes due 2010
        (CUSIP Number: 227116AF7) and

   (ii) its outstanding 9 7/8% Senior Notes due 2012 (CUSIP
        Number: 227116AE0),

in an amount not to exceed $330.0 million minus the sum of the
aggregate early tender premium and tender offer consideration
payable in the Tender Offer for the Floating Rate Notes, on the
terms and conditions set forth in the Offer to Purchase dated Nov.
30, 2005.  The Tender Offer expired at 12:00 midnight, New York
City time, on Dec. 28, 2005 (the "Expiration Date").

"We are pleased with the results of our tender offer, which
underscores the significant progress we have made in improving our
credit profile," said Karen R. Osar, executive vice president and
CFO.  "We are refinancing nearly half of our 2004 high yield
offering with lower cost, more tax-efficient debt."

As of the Expiration Date, Chemtura received tenders of Notes as
follows:

    -- approximately $60.25 million aggregate principal amount of
       the Floating Rate Notes, representing approximately 26.78%
       of the outstanding principal amount of such Notes;

    -- approximately $216.06 million aggregate principal amount of
       the 9-7/8% Notes, representing approximately 57.62% of the
       outstanding principal amount of such Notes.

Overall, the total aggregate principal amount of Notes tendered as
of the Expiration Date is approximately $276.31 million,
representing approximately 46.05% of the outstanding principal
amount of the Notes.  Approximately $313.62 million of cash is
required to pay the total aggregate amount of consideration
payable pursuant to the Tender Offer.  Because the total aggregate
amount of consideration payable pursuant to the Tender Offer does
not exceed the Maximum Tender Offer Amount, Chemtura has accepted
all validly tendered 9-7/8% Notes, and no tenders of such Notes
will be subject to proration.

Holders of Floating Rate Notes who validly tendered such Notes by
5:00 p.m., New York City time, on Dec. 13, 2005 will receive total
consideration in the amount of $1,107.94 per $1,000 principal
amount of such Notes tendered by such time, which includes an
early tender premium of $20.00 per $1,000 principal amount of
Notes tendered.  Holders of 9-7/8% Notes who validly tendered such
Notes by the Early Tender Date will receive total consideration in
the amount of $1,142.59 per $1,000 principal amount of such Notes
tendered by such time, which includes the Early Tender Premium.

Holders of Floating Rate Notes who validly tendered such Notes
after the Early Tender Date but before the Expiration Date will
receive total consideration in the amount of $1,087.94 per $1,000
principal amount of such Notes tendered by such time.  Holders of
9-7/8% Notes who validly tendered such Notes after the Early
Tender Date but before the Expiration Date will receive total
consideration in the amount of $1,122.59 per $1,000 principal
amount of such Notes tendered by such time.

Holders of Notes who validly tendered their Notes by the
Expiration Date will also be paid accrued and unpaid interest on
their tendered Notes from Aug. 1, 2005 to, but not including, Dec.
29, 2005, in the amount of $40.64 per $1,000 aggregate principal
amount of Floating Rate Notes tendered and $40.60 per $1,000
aggregate principal amount of 9-7/8% Notes tendered.

Chemtura reported that it would take a charge of approximately
$45-50 million before tax in the fourth quarter of 2005 relating
to the early retirement of debt pursuant to the Tender Offer.

Morgan Stanley & Co. Incorporated and Credit Suisse First Boston
LLC acted as Dealer Managers in connection with the Tender Offer.
Global Bondholder Services Corporation was appointed as Tender
Agent and Information Agent with respect to the Tender Offer.
Questions regarding the Tender Offer should be directed to the
Information Agent at: (212) 430-3774 or (866) 470-4200 (toll
free).  Questions may also be directed to the Dealer Managers: (i)
Morgan Stanley & Co. Incorporated at (800) 624-1808 (call toll
free) or (212) 761-1941, or (ii) Credit Suisse First Boston LLC at
(800) 820-1653 (call toll free) or (212) 538-0652.

Chemtura Corporation -- http://www.chemtura.com/-- is a global
manufacturer and marketer of specialty chemicals, crop protection
and pool, spa and home care products.  Headquartered in
Middlebury, Connecticut, the company has approximately 7,300
employees around the world.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Moody's Investors Service affirmed the ratings of Chemtura
Corporation (Chemtura -- Corporate Family Rating of Ba1) and
changed the outlook on the company's ratings to negative from
stable.

Ratings affirmed:

   * Corporate Family Rating -- Ba1

   * Senior Unsecured Notes due 2012, $375 million -- Ba1

   * Senior Unsecured Floating Rate Notes due 2010, $225 million
     -- Ba1

   * Senior Unsecured Notes, $260 million due 2023 and 2026 -- Ba1

   * Senior Unsecured Notes, $10 million due 2006 -- Ba1

   * Senior Unsecured Notes, $400 million due 2009 -- Ba1

As reported in the Troubled Company Reporter on July 7, 2005,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB+' from 'BB-', on Chemtura Corp.
(fka Crompton Corp.).  The ratings are removed from CreditWatch
with positive implications, where they were placed on March 9,
2005.  S&P said the outlook is stable.

The rating actions follow Middlebury, Connecticut-based Chemtura's
recently completed acquisition of Great Lakes Chemical Corp. for
approximately $1.6 billion in common stock, plus the assumption of
debt.  The upgrades reflect an immediate strengthening of
Chemtura's business mix and cash flow protection and debt leverage
measures as a result of the equity-financed acquisition of a much
higher-rated company.


CITIGROUP MORTGAGE: Fitch Puts Low-B Ratings on Two Class Certs.
----------------------------------------------------------------
Fitch rates Citigroup Mortgage Loan Trust Inc. mortgage pass-
through certificates, series 2005-10 group II, consisting of a
separate set of related subordinate certificates as:

    --$92,358,100 group II classes II-A-1, II-A-2, and II-R (the
      group II senior certificates) 'AAA'.

Group II classes II-B1 ($515,000) is rated 'AA', II-B2 ($234,000)
is rated 'A', II-B3 ($234,000) is rated 'BBB', the privately
offered II-B4 ($94,000) is rated 'BB', the privately offered II-B5
($141,000) is rated 'B', and the privately offered II-B6 ($93,048)
certificates are not rated by Fitch.

The 'AAA' rating on the group II senior certificates reflects the
1.40% enhancement provided by the 0.55% class II-B1, 0.25% class
II-B2, 0.25% class II-B3, 0.10% class II-B4, 0.15% class II-B5,
and 0.10% class II-B6.

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 CitiMortgage, Inc., which is
rated 'RMS1-' by Fitch.

All the mortgage loans in group II were originated by Washington
Mutual, and Washington Mutual will conduct the primary servicing
for the master servicer.  Fitch currently rates Washington Mutual
Bank 'RMS2+' for prime servicing.

The group II mortgage loans consist of 154 conventional, fully
amortizing, 15-year fixed-rate mortgage loans with an aggregate
original principal balance of $93,669,149.  The average unpaid
principal balance is $608,241.  The weighted average original
loan-to-value ratio is 58.75%. Rate/term and cash-out refinance
loans represent 44.33% and 28.44% of the loan pool, respectively.
Second home and investor-occupied loans constitute 8.42% and 0.42%
of the group, respectively.  The weighted average FICO credit
score for the group is 741.  The weighted average remaining term
for the group is 177 months.  The states that represent the
largest portion of the mortgage loans are California (39.66%),
Washington (10.26%), and New York (9.97%).  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. Citigroup
Mortgage Loan Trust Inc., 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 as multiple real estate mortgage investment conduits.


COLLINS & AIKMAN: Trade-Debt.Net, ASM & Riverside Buy 64 Claims
---------------------------------------------------------------
Since the Petition Date up to Dec. 13, 2005, the Clerk of the
U.S. Bankruptcy Court for the Eastern District of Michigan
recorded at least 64 claims transferred by Collins & Aikman
Corporation and its debtor-affiliates' creditors:

Transferor                      Claim Amount   Transferee
----------                      ------------   ----------
Absolute Crane Technologies           225    Trade-Debt.Net
Action Automation & Controls        5,011    Trade-Debt.Net
Advanced Scale Inc.                 2,910    Trade-Debt.Net
American Fire Systems                 389    Trade-Debt.Net
ARK Landscaping & Grounds           4,375    Trade-Debt.Net
Art Chemical Products Inc.            480    Trade-Debt.Net
Art Chemical Products Inc.            480    Trade-Debt.Net
B&B Fire Extinguisher               4,144    Trade-Debt.Net
Bates Finishing Supply                795    Trade-Debt.Net
Bowman Hollis Manufacturing         2,818    Riverside Claims LLC
Breitkreuz Molds & Plastics        18,245    ASM Capital L.P.
Card Monroe Corporation             2,890    Riverside Claims LLC
Carotron Inc.                         115    Trade-Debt.Net
Cisco Indus. Supply & Fasteners       215    Trade-Debt.Net
Comprehensive Environmental           331    Trade-Debt.Net
Computer Consultants of America    15,036    Riverside Claims LLC
CSI Health Net                        462    Trade-Debt.Net
Cybermetrics Corporation              249    Trade-Debt.Net
Darby Electric Co.                  1,719    Trade-Debt.Net
Delta Sales Association               315    Trade-Debt.Net
Dehnco Equipment & Supply Co.         129    Trade-Debt.Net
Epcon Gas Systems Inc.              1,650    Trade-Debt.Net
FAB Spec Lt.                       67,396    ASM Capital L.P.
GEO Resources Inc.                 28,920    ASM Capital L.P.
Got It Covered LLC                  5,050    Trade-Debt.Net
H & H Sales & Service LLC             303    Trade-Debt.Net
Harman Corporation                  3,814    Trade-Debt.Net
Henry J. Maher                        675    Trade-Debt.Net
HOF Textiles Inc.                   5,928    Trade-Debt.Net
Holmes Pest Control Inc.              294    Trade-Debt.Net
Huesker Inc.                        5,217    Riverside Claims LLC
Jacobs & Thompson Inc.              2,478    Riverside Claims LLC
Jacobs & Thompson Inc.              1,743    Trade-Debt.Net
Kenmar Timber Co.                   1,578    Trade-Debt.Net
Mcalister's Deli                      237    Trade-Debt-Net
McDowell Tech. Community College      506    Trade-Debt.Net
McDowell Tech. Community College      501    Trade-Debt.Net
Merritt Davis Corp.                   680    Trade-Debt.Net
Michigan Mill & Abrasive              792    Trade-Debt.Net
Nashville Rubber & Gasket             417    Trade-Debt.Net
Nashville Rubber & Gasket           8,709    Trade-Debt.Net
Nelson Diecutting & Packaging       3,316    Trade-Debt.Net
Nolar Industries Ltd                8,533    Trade-Debt.Net
Port Huron Electric Motor             470    Trade-Debt.Net
Port Huron Electric Motor           2,794    Trade-Debt.Net
Print Recovery Concepts Inc.        1,871    Trade-Debt.Net
Progressive Components                109    Trade-Debt.Net
Rission Group                         525    Trade-Debt.Net
Sand Rock Mineral Water             3,726    Trade-Debt.Net
Sears Tool & Die                   10,408    Trade-Debt.Net
Spillers                            1,464    Trade-Debt.Net
Staff Pro America Inc.             12,343    Trade-Debt.Net
Starts Oil Co.                      4,080    Trade-Debt.Net
Summit Property Management Inc.   117,037    ASM Capital II LP.
Tennessee Electric Motor Co.        3,836    Trade-Debt.Net
THC Investors LP                    5,330    ASM Capital L.P.
Triple H Specialty Co.                734    Trade-Debt.Net
Truform Manufacturing Inc.          9,140    Trade-Debt.Net
Ullenbruchs Flowers & Gifts           230    Trade-Debt.Net
Vandersteen & Sons Inc.               195    Trade-Debt.Net
Waddell Pest Contral                  250    Trade-Debt.Net
Williams Toyota Lift Inc.          11,396    Trade-Debt.Net
WJ Lynch Paint Center                 130    Trade-Debt.Net
Zee Medical Service Co.               823    Trade-Debt.Net

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


COMMUNITY CHOICE: Good Financial Profile Cues Fitch to Up Rating
----------------------------------------------------------------
Fitch Ratings has upgraded the quantitative insurer financial
strength rating on Community Choice Michigan to 'BBq' from 'D'.
Community Choice Michigan is a nonprofit HMO organization
domiciled in Michigan.  This rating action reflects the company's
improved financial profile after emerging from rehabilitation.
According to recently filed financial statements, Community Choice
Michigan reported $76.8 million of premiums for the first nine
months of 2005.

Fitch's quantitative insurer financial strength ratings (Q-IFS
ratings) are generated solely based on quantitative analysis of
publicly available financial statement data filed by the company
on a quarterly basis with its state regulator.  Fitch's rating
committee reviews and approves all general assumptions used in the
model and reviews the ratings of the individual companies
generated by the model.  The committee does not review or discuss
qualitative information for individual companies, since that is
outside the scope of the Q-IFS ratings methodology.

The following insurer financial strength has been upgraded by
Fitch:

Community Choice Michigan (NAIC Code 95562)

    -- Upgraded to 'BBq' from 'D'.


CREDIT SUISSE: Fitch Rates $8.05 Million Class B-1 Certs. at BB+
----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp. Home Equity
Mortgage Trust 2005-5 is rated by Fitch as:

    -- $339,250,000 class A-1A, A-1F1, A-1F2, A-2A, and A-2F
       certificates (senior certificates) 'AAA';

    -- $22,310,000 class M-1 certificate 'AA+';

    -- $20,930,000 class M-2 certificate 'AA';

    -- $10,580,000 class M-3 certificate 'AA-';

    -- $10,810,000 class M-4 certificate 'A+';

    -- $8,970,000 class M-5 certificate 'A';

    -- $7,360,000 class M-6 certificate 'A-';

    -- $7,360,000 class M-7 certificate 'BBB+';

    -- $6,900,000 class M-8 certificate 'BBB';

    -- $10,580,000 class M-9 certificate 'BBB-';

    -- $8,050,000 class B-1 certificate 'BB+'.

The 'AAA' rating on the senior certificates reflects the 30.55%
total credit enhancement provided by the 4.85% class M-1
certificate, 4.55% class M-2, 2.30% class M-3, 2.35% class M-4,
1.95% class M-5, 1.60% class M-6, 1.60% class M-7, 1.50% class M-
8, 2.30% class M-9, 1.75% class B-1 144A certificate, the 1.50%
initial overcollateralization, and the 5.80% target OC.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the primary servicing capabilities of Wilshire Credit
Corporation, Ocwen Loan Servicing, LLC, and Select Portfolio
Servicing, Inc.

The mortgage pool consists of second lien, fixed-rate, subprime
mortgage loans with a cut-off date aggregate principal outstanding
balance of $402,796,922.  As of the cut-off date (Dec. 1, 2005),
the weighted average loan rate is approximately 10.332%, and the
weighted average original term to maturity is 215 months.  The
average cut-off date principal balance of the mortgage loans is
approximately $44,950. T he weighted average combined original
loan-to-value ratio is 95.52%, and the weighted average Fair,
Isaac & Co. score is 677.  The properties are primarily located in
California (21.30%), Florida (9.78%), Arizona (7.70%), New York
(6.08%), Virginia (6.00%), Texas (5.41%), and New Jersey (5.11%).

On the closing date, the depositor will deposit approximately
$57,203,378 into a prefunding account.  The amount in this account
will be used to purchase subsequent mortgage loans after the
closing date and on or prior to March 24, 2006.

All of the mortgage loans were purchased by an affiliate of the
depositor from various sellers in secondary market transactions.
For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.


DANA CORP: Cures Covenant Default After Filing Restated Financials
------------------------------------------------------------------
Dana Corporation (NYSE: DCN) completed the restatements of its
financial statements for the first two quarters of 2005, the year
2004, and prior years.  The company has also filed amended annual
and quarterly reports for the applicable periods with the U.S.
Securities and Exchange Commission.

Specifically, the company has filed a Form 10-K/A for the fiscal
year ended Dec. 31, 2004, and Forms 10-Q/A for the quarters ended
March 31 and June 30, 2005.

As a result of these restatements, the total reduction in net
income after tax for all periods restated was $44 million.

The primary items in the restatements impacting the reduction in
aggregate net income were inappropriate recognition of certain
customer pricing increases and supplier reimbursement costs in the
company's Commercial Vehicle business, which prompted internal
investigations.  As disclosed on Dec. 23, the reduction was also
affected by a correction to the prior calculation of the company's
2004 LIFO inventory reserves with respect to steel surcharges.

                  Filings Mark Conclusion of
                   Company's Investigations

The restatements were based upon the findings of internal
investigations conducted by management and the Audit Committee of
Dana's Board of Directors, in consultation with independent
investigators retained by the Audit Committee, and have been
reviewed by the company's independent registered public accounting
firm, PricewaterhouseCoopers LLP.

"We are pleased to have completed our review and the filing of our
restated financials," said Dana Chairman and CEO Michael J. Burns.
"During our investigations, we identified material weaknesses in
our system of internal control over financial reporting and we
have taken - and will continue to take - appropriate actions to
remediate these weaknesses."

                     Filing Cures Default

The filing of Dana's restated financial statements cures a default
in a covenant in certain of the company's indentures requiring it
to maintain its financial statements in accordance with generally
accepted accounting principles, and satisfies a delivery
requirement for these financial statements pursuant to existing
waivers under the company's bank and accounts receivable
agreements.  As previously announced, Dana is in discussions with
its lenders regarding possible modifications to its existing
facilities, or alternative financing arrangements.

            Company Expects Third-Quarter Results
                    in Early January 2006

Dana also disclosed that it expects to file its Form 10-Q for the
quarter ended Sept. 30, 2005, in early January 2006.  In
conjunction with this filing and the issuance of its third-quarter
2005 earnings release, Dana Chairman and CEO Michael J. Burns and
Chief Financial Officer Bob Richter will discuss the company's
third-quarter 2005 and nine-month results in detail in a
conference call, the date of which will be announced separately.

                   Strategic Initiatives

"This has been a difficult time for Dana's investors, customers,
suppliers, and employees," Mr. Burns said.  "Putting the
restatements behind us allows Dana and our people to focus on
improving operating and financial performance to benefit our
stakeholders."

Among the strategic and operational initiatives the company is
pursuing are:

   -- Renewing its focus on light- and heavy-vehicle drivetrain,
      structural, sealing, and thermal products;

   -- Divesting three non-core businesses - engine hard parts,
      fluid products and pump products - with annual revenues of
      $1.3 billion;

   -- Restructuring within the Automotive Systems and Heavy
      Vehicle Technologies and Systems groups;

   -- Increasing business efficiency and making workforce
      reductions;

   -- Reducing benefit costs;

   -- Taking steps to dissolve its joint venture with DESC S.A. de
      C.V. to enable Dana to acquire full ownership of core
      operations based in Mexico that manufacture and assemble
      axles and driveshafts;

   -- Consolidating the North American operations of the Thermal
      Products group to reduce operating and overhead costs and
      strengthen competitiveness; and

   -- Establishing an off-highway axle and transmission assembly
      facility in Gyor, Hungary, that is expected to begin
      production in the first quarter of 2006.

"These actions reflect our commitment to improved operating
efficiency, while continuing to profitably grow our business," Mr.
Burns said.  "We intend to build upon these actions to provide
world-class products, service, and support to all of our customers
in the global market segments we know best."

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world.  Dana is focused on
being an essential partner to automotive, commercial, and off-
highway vehicle customers, which collectively produce more than 60
million vehicles annually.  A leading supplier of axle,
driveshaft, engine, frame, chassis, and transmission technologies,
Dana employs 46,000 people in 28 countries.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 19, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dana Corp. to 'B+' from 'BB', and its senior unsecured
debt rating on the company to 'B-' from 'BB'.  The ratings remain
on CreditWatch with negative implications.

If Dana files its restated financial statements with the SEC by
Dec. 30, 2005, as required under the terms of its amended bank
credit facility, the ratings will be affirmed and removed from
CreditWatch.  Failure to file such statements by Dec. 30 could
result in termination of waivers on both the credit facility and
its accounts receivable securitization program, and result in
lenders pursuing remedies.

Total outstanding debt at June 30, 2005, was about $2.2 billion.

"The downgrade reflects the deterioration of the Toledo,
Ohio-based auto supplier's credit profile," said Standard & Poor's
credit analyst Daniel R. DiSenso.  "The credit erosion is due to
the company's weak operating performance, a result of difficult
industry conditions for light-vehicle production.  The weakened
profile also reflects operational inefficiencies within Dana's
automotive systems and commercial vehicle groups that will take
time to fix.  Free cash generation will be modest at best for the
next two years, which means continued elevated debt levels.  In
addition, Dana will be taking large write-downs that will result
in a much more aggressively leveraged balance sheet."


DELPHI CORP: Wants More Time to Resolve Reclamation Claims
----------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 17, 2005, the
Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York Bankruptcy authorized Delphi
Corporation and its debtor-affiliates, on a final basis, to
resolve Reclamation Claims in accordance with the Amended
Reclamation Procedures in its Amended Final Order.

                      *     *     *

As of December 23, 2005, the Debtors have received 844 non-
duplicative reclamation demands, which contain nearly 100,000
lines of data, according to John Wm. Butler, Jr., Esq., at
Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois.

Pursuant to the Amended Final Order establishing procedures for
the treatment of Reclamation Claims, "within 90 days after the
Petition Date or receipt of a timely Reclamation Demand,
whichever is later, the Debtors shall provide the Seller with a
copy of the Reclamation Order and a statement of reclamation."

Thus, the first deadline by which the Debtors must send Statements
of Reclamation would be January 6, 2006, for those demands
received on or before the Petition Date.  The deadline for all
other reclamation demands filed after the Petition Date would be
90 days after the demand was made.

Mr. Butler tells the Court that the Debtors have experienced
delays in finalizing claims due to the volume of the reclamation
demands received and the extra measures taken by the Debtors to
ensure a fair, reasonable, and accurate process.  Despite the
delays, the Debtors are working diligently to meet the deadlines
set forth in the Amended Final Order.

The Debtors, however, seek an extension to ensure that they have
sufficient time to verify the accuracy of the summaries generated
by the process and update the database to include additional
clarifying data received from suppliers.

By this motion, the Debtors ask the Court to extend the deadline
to submit statements of reclamation set forth in the Amended
Final Order to:

    (a) February 20, 2006, for those demands received on or before
        the Petition Date; and

    (b) 135 days after the reclamation demand was submitted for
        all other reclamation demands filed after the Petition
        Date.

Mr. Butler asserts that the extension will ensure that the
official Committee of Unsecured Creditors has reviewed and has
had the right to object to the proposed treatment of each claim
before the Debtors send the Statements of Reclamation.

Mr. Butler adds that the Debtors' request will not prejudice the
rights of any suppliers.  The proposed extension will not alter
the analysis of the claims or the facts that are being analyzed
like the form and timing of the demand, the inventory on hand as
of demand date, and whether the Debtors already paid for the
goods being reclaimed.

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. Lead 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 Court Authority to Renew ACE Insurance Pacts
---------------------------------------------------------------
Delphi Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to:

    (1) renew or enter into new insurance policies with ACE
        American Insurance Company and its affiliates and to
        execute and deliver all related documents and agreements;

    (2) assume insurance policies and related agreements with the
        Insurers, including:

        (a) a Multi-Line Deductible Program Agreement, effective
            as of October 1, 2000, between Pacific Employers
            Insurance Company and the Debtors, including all
            related amendments and addenda;

        (b) all General Liability Policies issued to the Debtors
            and all related renewals, extensions, and
            endorsements;

        (c) all Automobile Liability Policies issued to the
            Debtors, including all related renewals, extensions,
            and endorsements;

        (d) all Workers' Compensation Policies issued to the
            Debtors, including all related renewals, extensions,
            and endorsements;

        (e) the binder related to the Insurance Policies; and

        (f) the claims administration agreements related to the
            Insurance Policies; and

    (3) replace the existing $5,388,967 cash collateral provided
        to the Insurers prepetition with an irrevocable letter of
        credit in an amount equal to the Cash Collateral.

The Debtors further ask the Court to lift the automatic stay,
conditioned on their assumption of the Agreements, to:

    (1) allow the Insurers to draw against the $19,100,000
        collateral and security posted by the Debtors in
        accordance with the Agreements; and

    (2) take other actions permitted under applicable non-
        bankruptcy law and in accordance with the Agreements
        without further Court order.

Prior to the Petition Date, the Debtors were faced with the
expiration of the policy period of certain insurance policies
provided by the Insurers.  The policies expired by their terms on
October 1, 2005.  The Insurance Policies provided the Debtors
with the first tier of a layered insurance program.

To avoid exposure to significant potential liabilities, the
Debtors have determined to renew their Insurance Policies and
enter into an amendment to the Multi-Line Deductible Program
Agreement with the Insurers, as a condition to the Insurers'
willingness to continue providing the Debtors with the insurance
coverage embodied in the Insurance Policies.

Subsequent to the Petition Date, the Debtors sought competitive
bids for replacement of the Insurance Policies on January 1,
2006.  However, the Debtors determined that only a limited number
of insurance companies, including the Insurers, have the ability
or willingness to provide policies which would be suitable to
replace the Insurance Policies.

After evaluating their options, the Debtors selected the
Insurers' proposal as the best.  Among other terms, the Insurers'
proposal for insurance coverage for the period January 1 through
September 30, 2006, requires the Debtors to pay an additional
premium of $1,980,000 and post $9,310,000 of collateral, in
addition to the collateral posted prepetition.

If the Debtors were to assume the Agreements, as is required
under the Insurers' proposal, then Section 365(b) of the
Bankruptcy Code will compel the Debtors to cure or provide
adequate assurance that they will promptly cure any defaults
under the Agreements, John Wm. Butler, Jr., Esq., at Skadden Arps
Slate Meagher & Flom LLP, in Chicago, Illinois, points out.

Mr. Butler notes that the Insurers currently hold $19,100,000 in
collateral and security posted by the Debtors, which is comprised
of an irrevocable letter of credit amounting $13,700,000 and cash
collateral of $5,388,967.

As a condition of the Insurers' willingness to provide renewals
of the Insurance Policies, the Debtors will seek to replace the
Cash Collateral with an irrevocable letter of credit in the same
amount as the Cash Collateral, in form and substance acceptable
to the Insurers, and issued by a financial institution acceptable
to the Insurers.

The Debtors believe that the issuance of the New Letter of Credit
would be significantly cheaper for them than continuing to
maintain the Cash Collateral.

Upon assumption of the Agreements, the Insurers' prepetition
claim against the Debtors under the Agreements will become an
administrative expense claim. Thus, the issuance of a New Letter
of Credit will not change the priority of the Insurers'
prepetition claim, Mr. Butler notes.

The Debtors have attempted to negotiate a waiver of the
requirements of the Amendment to obviate the need for the
assumption of the Agreements, Mr. Butler tells the Court.
However, the Insurers have refused to waive the assumption
requirement in the Amendment.

Mr. Butler asserts that the Debtors' failure to secure a renewal
of the Insurance Policies or replacement policies would:

    -- severely limit their potential sources of insurance in the
       future and without a viable source of alternative
       insurance, their insurance costs would increase
       substantially following expiration of the Insurance
       Policies; and

    -- expose the Debtors' estates to the risk of violating
       statutory and contractual insurance requirements in certain
       states where the Debtors have on-going operations.

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. Lead 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 to Approve Uniform Lease Rejection Procedures
----------------------------------------------------------------
John Wm. Butler, Jr., Esq., at Skadden Arps Slate Meagher & Flom
LLP, in Chicago, Illinois, relates that Delphi Corporation and its
debtor-affiliates are parties to approximately 90 non-residential
unexpired real property leases or subleases.  As part of their
ongoing restructuring efforts, the Debtors may seek to reject some
of the Leases.

The Debtors believe that the costs associated with the
administrative process of drafting, filing, and serving pleadings
and sending required notice to all parties-in-interest to reject
the Leases and abandon related personal property including
furniture, fixtures, and equipment will reduce the benefit that
they and their Chapter 11 estates would otherwise gain by
rejecting the Leases.

Thus, the Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to implement uniform procedures for the
rejection of the Leases and the abandonment of Expendable
Property:

    (a) The Debtors would be authorized, but not directed to,
        reject any Lease determined to be unnecessary or
        burdensome to their ongoing business operations and to
        abandon any Expendable Property determined to be
        burdensome or of inconsequential value and benefit to the
        Debtors;

    (b) The rejection, if any, of a Lease would become effective
        as of 10 calendar days after the Debtors' issuance of a
        notice of rejection;

    (c) The Debtors would serve the Rejection Notice on:

          (i) each lessor of the Lease to be rejected and, to the
              extent that the Debtor is the sublessor, on the
              sublessee;

         (ii) any additional parties entitled to notice pursuant
              to the terms of the rejected Lease;

        (iii) all parties known to the Debtors as having a direct
              interest in any Expendable Property to be abandoned;

         (iv) the Office of the United States Trustee for the
              Southern District of New York;

          (v) counsel for the Official Committee of Unsecured
              Creditors;

         (vi) counsel for the agent under the Debtors' prepetition
              credit facility; and

        (vii) counsel for the agent under the postpetition credit
              facility;

    (d) The rejection of a Lease and abandonment of Expendable
        Property would become effective on the Rejection Date
        without further Court order unless an objection and
        request for hearing is served by one of the Notice Parties
        so as to be received within the prescribed 10-day period.
        In the event that a proper and timely Objection is served,
        the Debtors and the objecting party would meet and confer
        in an attempt to negotiate a consensual resolution.
        Should either party determine that an impasse exists, the
        Debtors would schedule a hearing on the Objection with the
        Court and provide notice of the hearing to the objecting
        party and other parties-in-interest.  In the event the
        Court overrules the Objection or the Objection relates
        only to rejection damages or Expendable Property, the
        Lease would still be deemed rejected as of the Rejection
        Date;

    (e) The Debtors would have until the later of the Rejection
        Date or the date provided in each Lease to remove property
        from the leased premises.  To the extent any Expendable
        Property remains in the leased premises after the
        Rejection Date or the later date as provided for in the
        Lease, the Expendable Property would be deemed abandoned
        to the landlord of the Lease.  The landlord would then be
        entitled to remove or dispose of property in its sole
        discretion without liability to any party that might claim
        an interest in the Expendable Property and who was served
        with a copy of the Rejection Notice;

    (f) A Lessor would be deemed to have consented to the
        abandonment of any Expendable Property if it does not file
        with the Court and serve an Objection to the abandonment
        prior to the Rejection Date;

    (g) Unless a party files an Objection, any expense incurred by
        a Lessor in the removal or disposal of Expendable Property
        would not be treated as an administrative expense under
        Section 503(b)(1) of the Bankruptcy Code.  If a party
        properly serves an Objection, then the nature and priority
        of any claim asserted in that Objection would be agreed to
        consensually by the parties or determined by a subsequent
        Court.  The effectiveness of the Rejection Date would not
        be effected by the Debtors' attempt to resolve any
        disputes relating to the Expendable Property;

    (h) Parties would have until the later of the general bar date
        for filing prepetition general unsecured claims as may be
        established in the Debtors' Chapter 11 cases or 30 days
        from the Rejection Date to file a claim for damages
        arising from the rejection for each Lease.  Any claims not
        timely filed would be forever barred;

    (i) The Debtors would pay rent on a per diem basis as charges
        accrue under the Lease for the month in which the
        Rejection Date of a Lease occurs; and

    (j) If any Debtor has deposited any amounts with a Lessor as a
        security or other kind of deposit or pursuant to another
        similar arrangement, the Lessor would not be permitted to
        setoff or otherwise use the deposited amounts or other
        arrangement without the prior Court order unless those
        amounts can be setoff.

In accordance with Section 554(a) of the Bankruptcy Code, the
Debtors assure the Court that they will abandon only property
that is burdensome and of inconsequential value and benefit to
their estates.

Mr. Butler contends that the proposed procedures provide for an
efficient process for disposing of the Expendable Property at the
subject leased locations while at the same time affording
interested parties with an opportunity to object.

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. Lead 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: Wants Exclusive Plan Filing Period Extended to July 11
-----------------------------------------------------------------
Pursuant to Section 1121(b) of the Bankruptcy Code, Delta Air
Lines Inc. and its debtor-affiliates have an initial period of 120
days from the Petition Date during which they have the exclusive
right to file a plan of reorganization.  Section 1121(c) of the
Bankruptcy Code provides that if the Debtors file a plan of
reorganization within the exclusive plan filing period, they have
180 days from the Petition Date to solicit and obtain acceptances
of the Plan, during which time competing plans may not be filed.

By this motion, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to extend their Exclusive Plan
Filing Period by 180 days to July 11, 2006, and their Exclusive
Solicitation Period to September 9, 2006.

The Debtors want to avoid the necessity of formulating a
Reorganization Plan prematurely and to ensure that their
Reorganization Plan best addresses the interests of their
estates, employees, and creditors.

Since the Petition Date, the Debtors have worked diligently to
stabilize their businesses and reassure customers, suppliers and
employees.  Among other things, the Debtors:

   (a) have obtained Court approval for postpetition credit
       facilities totaling $2,200,000,000 that are expected to
       provide sufficient liquidity to enable them to operate
       while in Chapter 11;

   (b) have been seeking to enter into a new agreement with a
       credit card processor;

   (c) have been seeking to complete the sale of a major
       operating subsidiary;

   (d) have started the process of analyzing hundreds of leases
       and executory contracts, including aircraft and equipment
       leases, to identify those that are beneficial to their
       estates and to reject those that are not;

   (d) have been working with the Section 1114 committee
       appointed by the Court to effect certain changes to health
       benefits; and

   (e) have been addressing a multitude of creditor, supplier and
       customer inquiries from around the world;

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that the Debtors have also devoted significant attention
to evaluate their numerous aircraft and equipment leases and
rationalizing their fleet.  The Debtors have unilaterally agreed
to perform their obligations under Section 1110 of the Bankruptcy
Code with respect to a number of their aircraft and have also
negotiated numerous stipulations with aircraft lessors regarding
Section 1110-related matters.

In addition, the Debtors have spent extensive time and resources
negotiating and finalizing an interim agreement with the pilots'
union regarding modifications to their collective bargaining
agreement.  The Debtors have a pending request under Section 1113
to reject the CBA after negotiations were initially unsuccessful.
The Debtors have devoted substantial resources to preparing for
and litigating that request.

Although the Debtors' developing business plan is a work in
progress and will continue to evolve, the Debtors have been
engaged with the Official Committee of Unsecured Creditors on
their progress and have made multiple formal and informal
presentations to the Creditors Committee or its advisors about
it.  Mr. Huebner says that the Creditors Committee and its
advisors have been given access to the Debtors' financial
advisors and financial officers, and to voluminous information,
in order to help the Creditors Committee evaluate the Debtors
businesses and plans.

The Debtors' goal is to develop and propose a Reorganization Plan
that will receive support from their various constituencies.
Additional work and progress is necessary on many fronts in
connection with the eventual development of a Reorganization
Plan.  Mr. Huebner explains that continued progress, among other
things, on the Section 1110 process and the Section 1113 process,
including securing a comprehensive permanent agreement with the
pilots' union, make it premature at this time for the Debtors to
submit a Reorganization Plan.

Specifically, an extension of the Debtors' Exclusive Periods is
required to enable the Debtors to:

   (i) continue to refine their business model to deliver both a
       more efficient cost-structure and future revenue growth so
       that the Debtors can compete effectively within the global
       commercial passenger aviation industry;

  (ii) further implement specific restructuring initiatives, like
       the rationalization of their route structure and aircraft
       fleet and a reduction in their employee-related costs;

(iii) begin to explore possible sources of exit financing to
       provide adequate liquidity upon emergence from Chapter 11;
       and

  (iv) develop a Reorganization Plan reflecting the desired
       initiatives set forth and the many others that are
       underway.

Mr. Huebner assures the Court that the request is not intended as
a negotiation tactic or a means of maintaining leverage over any
group of creditors whose interests may be harmed by an extension.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Wants to Assumes ACE Insurance Agreements
----------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates are parties to
prepetition insurance policies and other contracts with ACE
American Insurance Company, ESIS, Inc., and certain of their
affiliates, in connection with the Debtors' workers compensation
program, automobile liability program, general liability program,
marine cargo legal liability program and environmental liability
program.

Delta Air Lines, Inc., Song, LLC, Delta Technology, LLC, Delta
Benefit Management, Inc., and DAL Global Services, LLC, maintain
workers' compensation insurance for certain U.S.-based employees.

Certain of the Debtors also participate in self-insured programs,
for which ESIS Inc. provides claim-adjusting services.

Under the Workers Compensation Program, Delta's, Song's, DBMI's
and DT's current and proposed deductible is $1,000,000 per
occurrence and DGS's current and proposed deductible is $250,000
per occurrence.

Each of the Debtors' other insurance programs with the ACE
Companies, including, the Auto Liability Program and the General
Liability Program, has a $1,000,000 per occurrence deductible.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
relates that pursuant to the Insurance Agreements, the Debtors
make certain payments and reimbursements to the ACE Companies,
including, but not limited to, payments on account of:

   (i) premiums;

  (ii) premium taxes, surcharges and assessments;

(iii) funding of paid loss deposit funds -- PLDFs -- for losses
       under the policies and expenses allocated to the losses
       within the Debtors' insurance deductibles;

  (iv) other expenses within the Debtors' insurance deductible
       but not allocated to specific losses;

   (v) certain related claim service fees; and

  (vi) certain paid losses and loss adjustment expenses.

As security for payment and performance of the Debtors'
Obligations under the Insurance Agreements, the Debtors are
required to provide to the ACE Companies:

   (a) duly perfected, valid superpriority security interests in
       and liens on all collateral and security provided by the
       Debtors to the ACE Companies including, without
       limitation, all PLDFs, cash and a pledged collateral
       account; and

   (b) clean, irrevocable, evergreen letters of credit issued by
       a bank or other financial institution for the benefit of
       the ACE Companies.

The Insurance Programs are set to expire on February 1, 2006.

According to Mr. Huebner, the required security for the
Prepetition Agreements currently totals $207,000,000.

Pursuant to Section 365(a) of the Bankruptcy Code and Rule 6006
of the Federal Rules of Bankruptcy Procedure, the Debtors seek
the Court's consent to assume the Insurance Policies with the ACE
Companies.

The Debtors also seek permission to enter into and renew certain
insurance policies and agreements related to the Insurance
Programs with the ACE Companies.

The Debtors are required by the laws of various states and in
which they operate to provide their employees with workers
compensation insurance coverage for claims arising from or
related to their employment with the Debtors.

                    Barclays Letter of Credit

On January 26, 2005, New Sky, Ltd., a wholly owned non-debtor
subsidiary of Delta, entered into a letter of credit facility
with Barclays Private Clients International Limited.  Pursuant to
the L/C Facility, Barclays Bank PLC UK and Barclays Bank PLC, New
York, issued a letter of credit for the benefit of the ACE
Companies, by order of New Sky as applicant for and on behalf of
the Debtors.

For New Sky to obtain the Letter of Credit for the Debtors, the
Debtors transferred funds to New Sky to be posted with Barclays
as cash collateral.

The Debtors believe that the transfers of funds to a wholly owned
subsidiary were valid, provided an immediate, tangible and clear
benefit to their estates, and are not subject to avoidance under
the Bankruptcy Code or any state fraudulent transfer or similar
law.

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of New York to:

   (i) approve an initial extension, and continuation, of the
       L/C;

  (ii) confirm that the automatic stay does not apply to
       Barclays' rights with respect to the collateral
       transferred to secure the L/C; and

(iii) approve the release by the Debtors of any avoidance or
       state fraudulent transfer actions in connection with the
       transfer.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Retiree Committee Wants Niehus and Serota as Actuaries
-----------------------------------------------------------------
The Delta Air Lines Section 1114 Committee representing non-pilot
retirees of Delta Air Lines, Inc., seeks the U.S. Bankruptcy Court
for the Southern District of New York's authority to retain
Barbara Niehus and Mitchell I. Serota as its actuaries
pursuant to an engagement letter, dated as of October 19, 2005.

Ms. Niehus is president of Niehus Actuarial Services, Inc., of
Skokie, Illinois.  Ms. Niehus is a fellow of the Society of
Actuaries and a member of the American Academy of Actuaries.  Ms.
Niehus serves as a consulting actuary and has over 30 years
experience working with group life and health insurance.

Ms. Serota is president of Mitchell I. Serota & Associates, Inc.
of Skokie, Illinois.  Ms. Serota is a fellow of the Society of
Actuaries, a fellow of the Conference of Consulting Actuaries,
and a member of the American Academy of Actuaries.  Ms. Serota
serves as a consulting actuary and has over 25 years experience
working with ERISA Retirement and Health and Welfare Plans.

Neil A. Goteiner, Esq., at Farella Braun + Martel LLP, in San
Francisco, California, relates that as actuaries to the Retiree
Committee, Ms. Niehus and Ms. Serota will:

    a. analyze the Delta Air Lines Family-Care Disability and
       Survivorship Plan Trust and related documentation;

    b. analyze the impact on the retiree benefits of (i) the sale
       of the Debtors, either in whole or in part, and (ii) the
       Debtors' Chapter 11 plan or plans or any other Chapter 11
       plan;

    c. provide specific advice, valuation or other analyses as
       the Retiree Committee may require in connection with the
       cases;

    d. represent the Retiree Committee in negotiations with the
       Debtors, the Unsecured Creditors Committee and third
       parties; and

    e. provide testimony in Court on behalf of the Committee, if
       necessary.

Ms. Serota and Ms. Niehus have already discussed an appropriate
and efficient division of responsibilities.  Ms. Niehus will be
principally responsible for a majority of the services.  Ms.
Serota will supplement Ms. Niehus, as she may determine, with
additional services as needed.

The Retiree Committee wants to retain the Actuaries nunc pro tunc
to October 27, 2005.

Mr. Goteiner explains that since that date, Ms. Niehus and Ms.
Serota have been providing critical services to the Committee,
including assisting analyzing documents related to the Trust and
executing a declaration in support of the Committee's request to
enforce the Debtors' Section 1114 obligations and communicating
with the Committee regarding those matters.

Ms. Niehus and Ms. Serota will be entitled to receive, as
compensation for their services, a $385 hourly consulting fee and
a $60 hourly clerical support fee.  They will also receive
reimbursement of all reasonable out-of-pocket expenses.

Ms. Niehus and Ms. Serota assures the Court that they do not
represent any of the Debtors' creditors or other parties to this
proceeding, or their attorneys or accountants, in any manner,
which is adverse to the interests of any of the Debtors, and they
are disinterested persons as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DIGITAL LIGHTWAVE: Owes Optel Capital $52.6 Million at December 23
------------------------------------------------------------------
Digital Lightwave, Inc., borrowed $800,000 from Optel Capital,
LLC, on _____ __, 2005, to fund its working capital requirements.

The loan is evidenced by a secured promissory note, bears interest
at 10.0% per annum, and is secured by a security interest in
substantially all of the Company's assets.  Principal and any
accrued but unpaid interest under the secured promissory note
is due and payable upon demand by Optel at any time after
Dec. 31, 2005.

The Company continues to have insufficient short-term resources
for the payment of its current liabilities.

As of December 23, 2005, the Company owed Optel approximately
$46.8 million in principal plus approximately $5.8 million of
accrued interest thereon, which debt is secured by a first
priority security interest in substantially all of the Company's
assets and such debt accrues interest at a rate of 10.0% per
annum.

If the Company is not able to obtain additional financing, it
expects that it will not have sufficient cash to fund its working
capital and capital expenditure requirements for the near term and
will not have the resources required for the payment of its
current liabilities when they become due.  The Company's ability
to meet cash requirements and maintain sufficient liquidity over
the next 12 months is dependent on the Company's ability to obtain
additional financing from funding sources, which may include, but
may not be limited to Optel.  Optel currently is, and continues to
be, the principal source of financing for the Company.  The
Company has not identified any funding source other than Optel
that would be prepared to provide current or future financing to
the Company.

The Company has entered into discussions with Optel to restructure
the $19.8 million short-term notes and the $27 million secured
convertible promissory note by extending the maturity date of the
debt, to arrange for additional short-term working capital and to
continue guarantees through letters of credit to secure vendor
obligations.  If the Company does not reach an agreement to
restructure the Short-Term Notes and the Secured Convertible
Promissory Note, continue its guarantees through letters of credit
and obtain additional financing from Optel, the Company will be
unable to meet its obligations to Optel and other creditors, and
in an attempt to collect payment, creditors including Optel, may
seek legal remedies.

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

As of Sept. 30, 2005, Digital Lightwave's equity deficit widened
to $44,696,000 from a $29,146,000 deficit at Dec. 31, 2004.


DIVERSIFIED CORPORATE: HIR Preferred Wants $550K Investment Back
----------------------------------------------------------------
Diversified Corporate Resources, Inc. (NASDAQ, OTC Bulletin Board:
HIRD.OB) received notice that HIR Preferred Partners, L.P., a
holder of preferred stock of the Company, filed suit against the
Company, J. Michael Moore, the Company's CEO, certain creditors of
the Company, and an employee of the Company, in the County Court
at Law of Dallas County, Texas.

The petition by HIR Preferred contains allegations, including but
not limited to, certain violations of Texas Business and Commerce
Code and common law.  HIR Preferred is demanding repayment of its
$550,000 investment, unpaid dividends accrued since February 2004,
attorney fees, interest, and other costs and damages.

The Company believes that the claims asserted by HIR Preferred are
without merit and intends to vigorously defend itself in this
case.

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioMed and Finance and Accounting.  The Company
currently operates a nationwide network of eight regional offices.

At Sept. 30, 2005, Diversified Corporate's balance sheet showed a
$4,456,000 stockholders' deficit, compared to a $1,899,000 deficit
at Dec. 31, 2004.


ENRON CORP: Court Approves Petro-Hunt Settlement Agreement
----------------------------------------------------------
On May 30, 2001, Enron North America Corp. and Petro-Hunt, LLC,
entered into an ISDA Master Agreement and a Confirmation of an
Option.  On the same day, Enron Corp. issued a guaranty in favor
of Petro-Hunt guaranteeing ENA's obligations up to $25,000,000.

Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, relates that Petro-Hunt filed Claim No. 2731 against
Enron for $989,618 based on its alleged obligations under the
Guaranty.  Enron subsequently filed an adversary proceeding
against Petro-Hunt, seeking, among others things, to avoid the
Guaranty.

In a Court-approved settlement agreement, the parties agree that:

    (a) the Guaranty Claim will be allowed as a prepetition,
        general unsecured claim against Enron in Class 185 in an
        amount stipulated to by the parties; and

    (b) the Guaranty Avoidance Action will be dismissed with
        prejudice and without costs to any party.

The Settlement allows Enron Corp. to avoid further litigation
concerning the Guaranty, including the attendant litigation
costs.

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)


EXCELLIGENCE LEARNING: Wants More Time to File Delinquent Reports
-----------------------------------------------------------------
Excelligence Learning Corporation (Nasdaq:LRNSE) asks the NASDAQ
Listing Qualifications Panel to extend the time within which it
may file outstanding quarterly reports on Form 10-Q for the three-
month periods ended June 30, 2005, and Sept. 30, 2005, and thereby
regain compliance with NASDAQ Marketplace Rule 4310(c)(14).

As previously reported, the completion and review of the Company's
outstanding quarterly reports have been delayed pending
finalization of the Company's restatement of its financial
statements as of and for the year ended Dec. 31, 2004, and the
quarter ended March 31, 2005.

The Listing Qualifications Panel previously agreed to continue the
listing of the Company's securities on The NASDAQ Capital Market
provided the Company filed its delinquent quarterly reports no
later than Dec. 30, 2005.  Although the Company has not been able
to meet the Dec. 30 deadline, it believes that another extension
from the Listing Qualifications Panel will allow it to regain
compliance with NASDAQ Marketplace Rule 4310(c)(14).  There can be
no guarantee, however, that the Listing Qualifications Panel will
grant the Company's request for an additional extension of time.
If the Panel refuses the Company's request, or if the Company is
unable to meet the Panel's terms, the Company's securities could
be delisted from The NASDAQ Capital Market.

Headquartered in Monterey, California, Excelligence Learning
Corporation -- http://www.excelligencelearning.com/-- is a
developer, manufacturer and retailer of educational products which
are sold to child care programs, preschools, elementary schools
and consumers.  The company serves early childhood professionals,
educators, and parents by providing quality educational products
and programs for children from infancy to 12 years of age.  With
its proprietary product offerings, a multi-channel distribution
strategy and extensive management expertise, the company aims to
foster children's early childhood and elementary education.

The company is composed of two business segments, Early Childhood
and Elementary School.  Through its Early Childhood segment, the
company develops, markets and sells educational products through
multiple distribution channels primarily to early childhood
professionals and, to a lesser extent, consumers.  Through its
Elementary School segment, the Company sells school supplies and
other products specifically targeted for use by children in
kindergarten through sixth grade to elementary schools, teachers
and other education organizations.  Those parties then resell the
products either as a fundraising device for the benefit of a
particular school, student program or other community
organization, or as a service project to the school.

                        *     *     *

                    Financial Restatements

As reported in the Troubled Company Reporter on Sept. 15, 2005,
Excelligence Learning Corporation (Nasdaq:LRNSE) reported that, on
Sept. 7, 2005, and upon the recommendation of management, its
Board of Directors concluded that the company's previously issued
financial statements as of and for the year ended Dec. 31, 2004
and the quarter ended March 31, 2005, should not be relied upon
and should be restated.  This conclusion was based on the results
of the previously announced internal investigation initiated by
the Company's Audit Committee to determine if the company
improperly failed to record and accrue for certain obligations for
the period and fiscal year ended Dec. 31, 2004.

                       Material Weakness

The circumstance of a restatement is a strong indicator that a
material weakness may have existed in the company's internal
control over financial reporting.  Management is continuing to
evaluate whether there were one or more material weaknesses
related to the company's restatements.


FLYI INC: Committee Wants Pepper Hamilton as Local Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in FLYi,
Inc. and its debtor-affiliates chapter 11 cases seeks the Hon.
Mary F. Walrath of the U.S. Bankruptcy Court for the District of
Delaware's permission to retain Pepper Hamilton LLP as its local
counsel, nunc pro tunc to Nov. 15, 2005.

Pepper Hamilton will:

    (a) assist and advise the Committee in its consultations with
        the Debtors relative to the administration of their cases;

    (b) attend meetings and negotiate with the Debtors'
        representatives;

    (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 financing arrangements;

    (e) assist the Committee in the review, analysis and
        negotiation of any plans of liquidation or reorganization
        or asset acquisition proposals that may be filed as well
        as the disclosure statement accompanying the plans or
        proposals;

    (f) take all necessary actions to protect and preserve the
        Committee's interests, including:

          (i) the prosecution of actions on its behalf;

         (ii) negotiations concerning all litigation in which the
              Debtors are involved; and

        (iii) review and analysis of all claims filed against the
              Debtors' estates;

    (g) prepare all necessary motions, applications, answers,
        orders, reports and papers in support of positions taken
        by the Committee;

    (h) appear, before the Bankruptcy Court, Appellate Courts,
        and the U.S. Trustee and to protect the interests of the
        Committee before those courts and the U.S. Trustee;

    (i) perform all other necessary legal services in the Debtors'
        cases; and

    (j) assist Otterbourg, Steindler, Houston & Rosen, P.C., in
        representing the Committee.

Pepper will work closely with the Debtors' representatives and
Otterbourg to avoid duplication of services.

The firm's current range of hourly rates as of December 2005,
which are adjusted every January 1, is:

        Partners                    $385 - $515
        Associates                  $235 - $380
        Paraprofessionals           $175

The principal attorneys and paraprofessionals designated to
represent the Committee and their current hourly rates are:

    Professional         Position          Hourly Rate
    ------------         --------          -----------
    David B. Stratton    Partner              $515
    James C. Carignan    Associate            $270
    Jaymi H. Cook        Sr. Legal Assistant  $175
    Erika Bonnett        Legal Assistant      $125
    David Smith          Document Clerk        $30

The Committee has selected Pepper as counsel because of the
firm's extensive experience in and knowledge of business
reorganizations under Chapter 11 and its particular expertise in
bankruptcy proceedings.

Pepper has the necessary background to deal effectively with many
of the potential legal issues and problems that may arise in the
context of the Debtors' Chapter 11 cases and is well-qualified to
represent the Committee in the Debtors' cases in an efficient and
timely manner.

To the best of the Committee's knowledge, Pepper and all of its
attorneys are "disinterested persons" as that term is defined in
Section 101(14) of the Bankruptcy Code.  The firm's members and
associates do not have any connection with the Debtors, their
creditors or any other party-in-interest, or their attorneys.

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: Court Orders Carrier to Comply with Lease Procedures
--------------------------------------------------------------
Independence Air, Inc., was a party to 75 leveraged leases of
CRJ-200 aircraft and a borrower under certain loan financings
secured by another eight CRJ-200 aircraft.

General Electric Capital Corporation was owner-participant in 40
of the Leveraged Leases.  Ten of these Leveraged Leases were
either earlier terminated, or the rents reduced.

GE Capital, Independence Air, as lessee, and FLYi, Inc., as
guarantor, agreed to restructure 27 of the remaining 30 Leveraged
Leases and the Debtors' obligations under the Leases.  The three
main components of the restructuring include:

      i. rent reduction under, and acceleration of the
         expiration date of, an additional 14 Leveraged Leases;

     ii. entry into financing agreements pursuant to which GE
         Capital agreed to provide financing to Independence Air
         secured by, among others, aircraft engines and spare
         parts; and

    iii. deferral of a portion of the monthly payments under 13 of
         the Leveraged Leases that were not Early Termination
         Leases.

Andrew C. Kassner, Esq., at Drinker Biddle & Reath LLP, in
Wilmington, Delaware, alleges that Independence Air continues to
use or sell GE Capital's Engines or spare parts.  The Debtor also
continues to violate the covenants of certain Loan and Security
Agreements by exceeding the "Maximum Collateral Ratio" or the
"Maximum Rotables Ratio" without appropriate protection from the
potentially rapid loss of value to GE Capital's pool of
collateral.

For these reasons, GE Capital seeks adequate protection of its
interests in the Equipment Collateral.  Specifically, GE Capital
asks the U.S. Bankruptcy Court for the District of Delaware to:

    a. establish uniform procedures to govern the Debtors' use and
       sale of the Equipment Collateral; and

    b. grant GE Capital:

       * replacement liens in any unencumbered and after-acquired
         assets, including "equipment" within the meaning of and
         subject to Section 1110 of the Bankruptcy Code; and

       * a super-priority administrative expense claim under
         Section 507(b) for any diminution in the value of the
         Equipment Collateral after the Petition Date.

                           *     *     *

In a Court-approved Agreed Order, General Electric agreed to
withdraw its request for adequate protection.

Judge Walrath directs the Debtors to comply with certain
collateral monitoring procedures.  GE Capital's collateral
monitor, Sage-Popovich, Inc., will be permitted to monitor the
Equipment Collateral and the Debtors' compliance with the
Procedures.

The Court also directs the Debtors to comply with the Maximum
Collateral Ratio, Maximum LDTV Ratio, and Maximum Rotables Ratio
under the Loan and Security Agreements and Subordinated Security
Agreements.

For purposes of calculating any of the Collateral Ratios:

   (a) an independent appraiser will provide a value to each item
       of Equipment Collateral as used in the Independent
       Appraiser's Certificate for October 2005; and

   (b) the amount of the debt used to calculate the Collateral
       Ratios will be the amount used to calculate the Collateral
       Ratios for purposes of the October Certificate.

GE Capital will provide a list to the Debtors of the item of
Equipment Collateral with their corresponding value.  In the
event any Collateral Ratio exceeds the maximum permitted level
under the Loan Documents, the Debtors will remedy the non-
compliance with the Collateral Ratios in accordance with:

    * the Spare Parts Security Agreement with respect to the
      Maximum Collateral Ratio and Maximum Rotables Ratio;
      and

    * the Loan Agreement with respect to the Maximum LDTV Ratio.

In the event any additional equipment or cash is provided as
collateral, the additional collateral will be free and clear of
all liens, claims, interests or encumbrances of any third party
and GE Capital will have a valid, perfected, and enforceable lien
against the additional collateral as of the date that collateral
was required to be provided without further filing or recording
of any document or instrument or the taking of any further
actions.

In the event the Debtors sell any of the Equipment Collateral or
additional collateral provided, the proceeds from the sale will
be held by the Debtors in a segregated account as cash collateral
of GECC, subject to the right of the Debtors, in their sole
discretion, to:

    (a) post the amounts with GE Capital to be held as Cash
        Collateral, in accordance with the Loan Documents in
        satisfaction of the requirement to meet the applicable
        Collateral Ratios; or

    (b) use the cash to purchase additional Equipment Collateral.

Nothing in the Order will be deemed to limit or affect the
rights, remedies or claims of:

    -- GE Capital or the Debtors under Section 1110 of the
       Bankruptcy Code; and

    -- GE Capital, if any, under other provisions of the
       Bankruptcy Code including, but not limited to, the right:

       * to seek adequate protection or the payment of
         administrative claims accruing with respect to any
         obligation owing under any of the Debtors' aircraft
         leases; or

       * of the Debtors or any party-in-interest to object to same
         on any basis, provided, however, that:

          (i) provided that the Debtors remain in compliance with
              their obligations under the Court's Order, GE
              Capital will not seek adequate protection in
              connection with the Debtors' use of the Equipment
              Collateral during the first 60 days from
              the Petition Date; and

         (ii) GE Capital will not have any claim for the costs and
              expenses incurred in employing the Collateral
              Monitor.

In the event any Collateral Ratio exceeds the maximum permitted
level under the Loan Documents and the non-compliance with the
Collateral Ratios will continue for more than five business days,
or the Debtors will fail to comply with the Procedures or any
other term of the Court's Order, GE Capital may seek an expedited
hearing.

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: Independence Air to Discontinue Operations by Thursday
----------------------------------------------------------------
FLYi, Inc. (Nasdaq: FLYIQ), parent of low-fare airline
Independence Air, reported on Jan. 2, 2006, that because of the
continued financial challenges facing the company, it will
voluntarily discontinue all scheduled flights planned to depart
after 7:00pm(*) on the evening of Thursday, Jan. 5, 2006.

The company is seeking bankruptcy court approval to automatically
refund customers with reservations for flights scheduled to depart
beyond that time.

Customers with roundtrip reservations for trips departing before
the cessation of operations (including those customers who have
already departed) but were scheduled to return afterwards will be
contacted by Independence Air and offered the opportunity to
change their return reservations to one of the remaining days of
operation.  All change fees will be waived for changes made by
phone.  The company is also seeking bankruptcy court approval to
automatically refund customers for those return flights that are
not rescheduled.  No refunds will be offered for free tickets or
vouchers.

Customers whose trips are scheduled between now and Thursday
evening should expect the same excellent service that Independence
Air has become known for.

"While we've been clear in reminding everyone that this was a
possibility, we remained optimistic that there would be a way to
avoid reaching this juncture," Independence Air Chairman and CEO
Kerry Skeen said.  "To date there has not been a firm offer put
forward that meets the financial criteria necessary to continue
operations as is.  Therefore, we are voluntarily discontinuing
scheduled service as of Thursday evening.

"We offer our sincere thanks to the over eight million customers
who have flown with us since the launch of Independence Air, and
to the communities across America that we have served."

Mr. Skeen continued, "And most importantly, we thank our
extraordinary employees for creating an airline brand that has
been so universally praised by our customers.  Our people have
demonstrated that they are capable of operating an airline that
quickly rose to the top of the rankings in every major independent
survey of airline quality and customer satisfaction.  And while
this is a profoundly sad day for all of us, we could not be more
proud of our employees and everything they have accomplished."

Customers are urged to visit the airline's Web site if they have
further questions as callers to the company's toll-free number
will likely experience long wait times.

Independence Air began service on June 16, 2004, and currently
offers over 200 daily departures to 37 destinations.

The company has advised the public, and reiterates, that the
likely outcome of the company's bankruptcy proceeding is the
cancellation of the company's existing common stock without
consideration, making FLYi stock of no value.

  (*) Flight 1777 from White Plains, NY to Washington Dulles
      departing at 7:26pm is still expected to operate on Thursday
      Jan. 5, 2006.

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.


GARDENBURGER INC: Committee Wants Winthrop Couchot as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Gardenburger, Inc.'s chapter 11 case asks the U.S. Bankruptcy
Court for the Central District of California for permission to
employ Winthrop Couchot, Professional Corporation, as its counsel.

Winthrop Couchot will:

    a. provide legal advise with respect to the Committee's
       respective duties, responsibilities and powers in the
       Debtor's chapter 11 case;

    b. assist in investigating the acts, conduct, assets,
       liabilities and financial condition of the Debtor and its
       insiders and affiliates;

    c. provide legal advice and representation with respect to the
       negotiations, confirmation and implementation of a chapter
       11 plan;

    d. provide legal advise with respect to the distributions of
       the Debtor's assets, the prosecution of claims against
       various third parties, and any other matters relevant to
       the Debtor's case, or the formulation of a plan of
       reorganization in the bankruptcy proceedings;

    e. provide legal advice and representation, if appropriate,
       with respect to the appointment of a trustee or examiner;

    f. provide legal advice and representation in any other legal
       proceeding, whether adversary or otherwise, involving the
       interests represented by the Committee; and

    g. perform such other legal services as may be required by the
       Committee in the interest of the unsecured creditors.

Marc J. Winthrop tells the Court that he bills $550 per hour for
his services.  Mr. Winthrop discloses that the Firm's other
professionals bill:

    Professional                 Designation         Hourly Rate
    ------------                 -----------         -----------
    Robert E. Opera, Esq.        Attorney               $525
    Sean A. O'Keefe, Esq.        Attorney               $525
    Paul J. Couchot, Esq.        Attorney               $500
    Richard H. Golubow, Esq.     Attorney               $395
    Peter W. Lianides, Esq.      Attorney               $395
    Garrick A. Hollander, Esq.   Attorney               $325
    William J. Wall, Esq.        Attorney               $375

    P.J. Marksbury               Legal Assistant        $180
    Joan Ann Murphy              Legal Assistant        $180

Mr. Winthrop says that Legal Assistant Associates will bill
between $80 and $150 per hour.

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


GENERAL MARITIME: 10% Senior Noteholders Okay Indenture Amendment
-----------------------------------------------------------------
General Maritime Corporation (NYSE: GMR) received requisite
consents needed to approve certain proposed amendments to the
Indenture governing its outstanding 10% Senior Notes due 2013.
The consent will eliminate substantially all of the restrictive
covenants and certain default provisions in the Indenture and the
execution of a supplemental indenture to amend the Indenture
accordingly.

The consent solicitation relating to the Notes expired on Dec. 29,
2005 at 5:00 p.m., New York City time.  As of the Consent Time,
holders of approximately $226,460,000 principal amount of Notes,
representing approximately 99.99% of the total principal amount of
Notes outstanding, had validly tendered their Notes and delivered
their consents.

As a result, the Company, certain subsidiary guarantors party to
the Indenture and LaSalle Bank National Association, as trustee,
have entered into a supplemental indenture to implement the
Proposed Amendments, as described in the Company's Offer to
Purchase for Cash and Solicitation of Consents dated Dec. 15,
2005, and the related Letter of Transmittal and Consent.  However,
the supplemental indenture, and the Proposed Amendments set forth
therein, will not become operative unless and until the Company
purchases all Notes validly tendered and not validly withdrawn
prior to 5:00 p.m., New York City time, on Jan. 17, 2006, unless
extended.  If the supplemental indenture becomes operative, any
Notes not tendered and purchased pursuant to the tender offer will
remain outstanding and the holders thereof will be bound by the
Proposed Amendments contained in the supplemental indenture even
though they have not consented to the Proposed Amendments.

Holders who validly tendered (and did not validly withdraw) their
Notes prior to the Consent Time are entitled to receive total
consideration per $1,000.00 principal amount of Notes tendered of
$1,151.12 (assuming a payment date for such Notes of Dec. 30,
2005), which includes a consent payment of $30.00, plus accrued
and unpaid interest on the Notes tendered up to, but not
including, the payment date for such Notes.  The Total Purchase
Price for Notes validly tendered (and not validly withdrawn) prior
to the Consent Time is expected to be paid on Dec. 30, 2005, or
promptly thereafter.

All withdrawal rights of tendering holders of Notes terminated as
of the Consent Time.  Accordingly, tendering holders may no longer
withdraw their Notes.  Holders who have not yet tendered their
Notes may tender prior to the Expiration Time.  Holders who
validly tender Notes after the Consent Time, but prior to the
Expiration Time, will be eligible to receive the Purchase Price,
which is equal to the Total Purchase Price less the Consent
Payment.  The obligations of the Company to purchase Notes
tendered pursuant to the tender offer are subject to the
satisfaction of certain conditions, as more fully described in the
Offer to Purchase, any of which may be waived by the Company.

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

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

                     *     *     *

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


GLYCOGENESYS INC: Fails to Comply with NASDAQ Listing Requirements
------------------------------------------------------------------
GlycoGenesys, Inc., received a Nasdaq Staff Determination on
December 28, 2005, indicating that the Company fails to comply
with the requirements for continued listing set forth in Nasdaq
Marketplace Rule 4310(c)(2)(b) and that its securities are,
therefore, subject to delisting from the Nasdaq Capital Market.

The Company has until tomorrow, January 4, 2006, to request a
hearing before a Nasdaq Listing Qualifications Panel to appeal the
Nasdaq Staff Determination.  The appeal would stay the delisting
of the Company's common stock pending the decision of a Nasdaq
Listing Qualifications Panel, which generally hear appeals within
45 days of request.  There can be no assurance that the Listing
Qualifications Panel would grant the Company's request for
continued listing.  If the Company does not request a hearing, its
common stock will be delisted from The Nasdaq Capital Market at
the opening of business on January 6, 2006.

GlycoGenesys, Inc. -- http://www.glycogenesys.com/-- is a
biotechnology company focused on carbohydrate-based drug
development.  The Company currently is conducting a Phase I dose
escalation trial of GCS-100LE, a unique compound to treat cancer,
in patients with solid tumors at Sharp Memorial Hospital, Clinical
Oncology Research in San Diego, California and the Arizona Cancer
Center at Tucson and at Scottsdale, Arizona.  In addition, the
Company is conducting a Phase I/II dose escalation trial of GCS-
100LE in multiple myeloma at the Dana-Farber Cancer Institute in
Boston, Massachusetts.  Further clinical trials are planned for
2005.  The Company's headquarters are located in Boston,
Massachusetts with a laboratory in Cambridge, Massachusetts.

                         *     *     *

                      Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt about
GlycoGenesys' ability to continue as a going concern after it
audited the company's financial statements for the fiscal year
ended Dec. 31, 2004.  The auditing firm points to the company's
recurring losses from operations, accumulated deficit of
$94.5 million as of Dec. 31, 2004, and the Company's expectation
that it will incur substantial additional operating costs for the
foreseeable future.  The Company received a similar opinion from
its independent auditors for the past four years.


HANOVER INSURANCE: Life Businesses Sale Cues S&P to Lift Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services  raised its counterparty credit
and senior unsecured debt ratings on The Hanover Insurance Group
Inc. (NYSE:THG) (formerly Allmerica Financial Corp.) to 'BB+' from
'BB'.

At the same time, Standard & Poor's raised its counterparty credit
and  financial strength ratings on First Allmerica Financial Life
Insurance Co. to 'BBB-'from 'BB'.

Standard & Poor's also removed all these ratings from CreditWatch
where  they were placed with positive implications on Oct. 31,
2005.  The outlook is stable.

"THG's upgrade reflects the beneficial impact of the sale of the
variable annuity and life businesses," explained Standard & Poor's
credit analyst John Iten.  "This sale removes the guaranteed
minimum death benefit-exposed business that has been Standard &
Poor's primary concern on the life side and leaves THG with a much
smaller, more stable block of runoff life liabilities -- along
with its core property/casualty operations."

"The ratings action on FAFLIC reflects the change in the liability
profile of THG's life operations," said Standard & Poor's credit
analyst Ovadiah Jacob.  "The sale of AFLIAC represents the
departure of the riskier variable annuity and variable life
business and the retention of smaller, more stable closed blocks
of business at FAFLIC."  The runoff nature of FAFLIC's businesses
limits these ratings.  The overall FAFLIC operation is viewed as
'BBB-' due to an anticipated lack of earnings volatility and the
maintenance of FAFLIC's capital adequacy of at least a %150
capital adequacy ratio and 300% risk-based capital ratio.

These ratings were originally placed on CreditWatch positive on
Aug. 22, 2005, following the company's announcement that it had
agreed to sell its variable annuity and life business to Goldman
Sachs Group Inc.  The CreditWatch status of the ratings on THG was
revised to negative on Sept. 9, 2005, because of concerns about
the potential impact of losses from Hurricane Katrina given the
company's significant exposure in Louisiana.  The CreditWatch
status was changed back to positive following publication of the
company's third-quarter earnings.  For the quarter the P/C
operations had a pretax loss of $128 million, but they were still
able to show a small profit of $24 million for the first nine
months of 2005.

THG's financial leverage, including hybrids, was conservative for
the rating category at 19% at year-end 2004. As of Sept. 30, 2005,
this ratio increased modestly to 22% because of a reduction in
shareholders' equity, but it remains conservative for the rating
level.  The reduction was driven primarily by a write-down of
deferred acquisition costs associated with the life operations to
be sold and -- to a lesser extent -- the impact of Katrina on
third-quarter results.  GAAP fixed-charge coverage, including the
dividends on the trust preferred securities, improved to 4.9x in
2004 from 2.4x in 2003.  However, because of the significant
third-quarter loss, this ratio is projected to drop substantially
in 2005, but Standard & Poor's expects it to rebound in 2006 to
about 5x.

The holding company liquidity position at year-end 2005 is
expected to improve with the receipt of $290 million in proceeds
from the sale of the variable life and annuity businesses, plus a
$40 million dividend from its retained life operations and $17
million in cash from its non-life operations.  However, a recently
announced share repurchase program of up to $200 million will
utilize a good portion of the sale proceeds.


HOLLINGER INT'L: Posts $9.1 Million Net Loss in Third Quarter 2005
------------------------------------------------------------------
Hollinger International Inc. delivered its quarterly report on
Form 10-Q for the quarterly period ending Sept. 30, 2005, to the
Securities and Exchange Commission on Dec. 28, 2005.

For the three months ended Sept. 30, 2005, the company incurred a
$9,124,000 net loss on $138.4 million of revenues, compared to net
earnings of $334,938,000 on $137.6 million of revenues for the
same period of 2004.

At June 30, 2005, the Company's balance sheet showed $1 billion of
total assets and liabilities totaling $1.18 billion.

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

At Sept. 30, 2005, Hollinger's balance sheet showed a
stockholders' equity deficit of $196,794,000 compared to
$152,186,000 of positive equity at Dec. 31, 2004.


INTEGRATED HEALTH: Asks Court to Disallow Edwards' $4-Mil. Claim
----------------------------------------------------------------
In a Court order issued on November 30, 2005, Judge Walrath
reclassified Claim No. 11795 filed by Daniel J. Anker on behalf of
the estate of Charles Edwards as a general unsecured claim for
$4,000,000.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, reports that pursuant to the IHS Debtors'
books and records, Claim No. 11795 has been settled postpetition
by payment in full satisfaction of the Claim.

Accordingly, IHS Liquidating LLC asks Judge Mary F. Walrath of the
U.S. Bankruptcy Court for the District of Delaware to disallow the
Edwards Claim.

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: Moves for Leave to File Post-Trial Memorandum
----------------------------------------------------------------
IHS Liquidating LLC asks the U.S. Bankruptcy Court for the
District of Delaware for leave to file a supplemental post-trial
memorandum dated November 11, 2005, in response to new arguments
asserted by Abe Briarwood Corp. in its post-trial brief, filed on
October 21, 2005, in support of its request to compel the IHS
Debtors to comply with the Stock Purchase Deal.

Under the Supplemental Memorandum, IHS Liquidating asserts that
Briarwood's three new arguments are fallacious and are made in a
fruitless attempt to buttress its position that:

    (i) as a matter of New York law, any ambiguous terms in the
        SPA must be construed against IHS Liquidating;

   (ii) as a matter of New York law, IHS Liquidating is barred
        from asserting its contractual counterclaims and
        contractual defenses to Briarwood's claims as a result of
        having pursued the rescission claim; and

  (iii) the postpetition fees of Hamlin & Burton for processing an
        insured tort claim against Rotech Medical Corp. constitute
        Excluded Liabilities within the category of "All
        administrative expenses incurred by Seller for
        professionals services rendered in connection with its
        reorganization."

By its Supplemental Memorandum, IHS Liquidating asks the Court to:

    (1) reject the new arguments raised in Briarwood's Brief;

    (2) deny Briarwood's request;

    (3) award IHS Liquidating its attorneys' fees; and

    (4) declare judgment in its favor with respect to the Rotech
        Counterclaim.

                        Briarwood Talks Back

Frederick B. Rosner, Esq., Briarwood's attorney, asserts that the
Local Rules do not permit the filing of reply or supplemental
papers unless ordered by the Court.

Aside from being precluded under the Local Rules, IHS
Liquidating's request, Mr. Rosner continues, is also barred by the
Court's August 10, 2005 ruling and the subsequent September 15 and
October 14, 2005 stipulations between the parties, all of which
required only one final simultaneous post-trial brief submission
without the right of reply or supplemental papers.

Moreover, Mr. Rosner adds that IHS Liquidating disingenuously
failed to advise the Court that it raised a new issue concerning
rescission for the first time in its post-trial brief on Oct. 21,
2005.  IHS Liquidating asserted for the first time that it is
seeking to rescind the SPA on the grounds of "mutual mistake."

Thus, IHS Liquidating's request is really a disguised attempt to
gain a tactical advantage and submit a last shot reply brief
several weeks after the parties were required to file their one
final simultaneous post-trial brief submission, Mr. Rosner says.

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)


INTERNATIONAL PAPER: Settles Antitrust Lawsuit for $18.7 Million
----------------------------------------------------------------
International Paper Company reached agreement to settle with all
of the remaining opt-out claimants in the antitrust litigation,
filed against the Company and other manufacturers of linerboard in
1999 and settled in 2003, except for one claimant who had
purchased a small amount of corrugated containers from the
Company.

The Company will pay approximately $18.7 million as its share of
the settlement, which includes claims against Union Camp
Corporation, acquired by the Company in 1999 and a co-defendant in
the litigation.

As a result of the settlements, the Company will record a pre-tax
charge of approximately $18.7 million, or approximately $0.02 per
share, in the fourth quarter of 2005.

International Paper Inc. -- http://www.internationalpaper.com/--  
is the world's largest paper and forest products company.
Businesses include paper, packaging, and forest products.  As one
of the largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative (R) (SFI) program, a system that ensures the
continual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.

                         *     *     *

As reported in the Troubled Company Reporter on July 22, 2005,
Moody's Investors Service placed International Paper Company's
ratings on review for possible downgrade.

International Paper Company:

   * Senior Unsecured Baa2
   * Subordinate Shelf (P)Baa3
   * Preferred Shelf (P)Ba1
   * Commercial Paper P-2

International Paper Capital Trust II:

   * Bkd Preferred Stock Baa3
   * International Paper Capital Trust III:
   * Bkd Preferred Shelf Baa3

International Paper Capital Trust IV:

   * Bkd Preferred Shelf (P) Ba1
   * International Paper Capital Trust VI:
   * Bkd Preferred Shelf (P) Ba1

Champion International Corporation:

   * Senior Unsecured Baa2
   * Federal Paper Board Co., Inc.
   * Senior Unsecured Baa2

Union Camp Corporation:

   * Senior Unsecured Baa2


JAG MEDIA: Signs Agreement to Merge with Cryptometrics
------------------------------------------------------
JAG Media Holdings, Inc. (OTC PINK SHEETS: JAGH) entered into a
merger agreement and plan of merger pursuant to which the
Company's wholly owned and newly created subsidiary, Cryptometrics
Acquisition, Inc., will merge into Cryptometrics, Inc., a Delaware
corporation that provides facial recognition and fingerprint
biometric solutions to the government, aviation security, law
enforcement, military, homeland security and commercial markets.

Upon consummation of the merger, Cryptometrics will continue as
the surviving corporation and become a wholly owned subsidiary of
JAG Media.

The consummation of the merger is subject to the fulfillment of
various conditions set forth in the merger agreement, including,
among others:

   (1) the delivery by JAG Media and Cryptometrics of disclosure
       schedules to one another which are satisfactory to both
       parties by January 18, 2006;

   (2) the approval by JAG Media's stockholders of an amendment to
       JAG Media's articles of incorporation to increase its
       authorized shares of common stock from 250 million to 500
       million;

   (3) the approval by JAG Media's stockholders of an amendment to
       JAG Media's articles of incorporation to change JAG Media's
       name to Cryptometrics; and

   (4) the listing of JAG Media's common stock on the NASDAQ
       Capital Market.

In addition, until JAG Media and Cryptometrics agree otherwise,
the merger agreement, notwithstanding approval by the
Cryptometrics stockholders, may be cancelled with or without any
reason at any time by either the Company or Cryptometrics with no
liability.

In connection with the merger, the holders of common stock of
Cryptometrics issued and outstanding immediately prior to the
effective time of the merger will be entitled to receive shares of
JAG Media common stock equal to 7.4656 times the number of shares
of JAG Media common stock issued and outstanding at the effective
time:

   -- excluding all shares of JAG Media common stock held in
      treasury by JAG Media; and

   -- excluding all shares of Series 2 and Series 3 Class B common
      stock of JAG Media outstanding; but

   -- including as outstanding the relevant number of shares of
      JAG Media stock into which shares of JAG Media which are
      still outstanding and can be converted into common stock
       (but have not yet been converted) by virtue of
      recapitalizations carried out by JAG Media.

Upon the consummation of the merger, the holders of JAG Media
common stock immediately prior to the effective time of merger
will own less than 12% of the issued and outstanding common stock
of JAG Media and the holders of Cryptometics common stock
immediately prior to the effective time of merger will own over
88% of the issued and outstanding common stock of JAG Media.

The shares of JAG Media common stock to be received by the
Cryptometrics stockholders will be subject to a 12-month lock-up
and will not be tradable, except that 35% of the shares will be
tradable so long as the shares of the Company are listed on the
NASDAQ Capital Market.

                       About Cryptometrics

Cryptometrics Inc., established in 2000, is a provider of
biometric surveillance and identification solutions that overcome
security challenges of airport and border security, law
enforcement, government agencies and private enterprises.
Cryptometrics SecurIDent facial recognition products are able to
track and recognize multiple faces simultaneously in real-time
without active participation of subjects under surveillance.
Cryptometrics FingerSURE fingerprint recognition products provide
added security by requiring users to authenticate their identity
via fingerprint analysis.

                         About JAG Media

Headquartered in Boca Raton, Florida, JAG Media Holdings, Inc., is
a provider of Internet-based equities research and financial
information that offers its subscribers a variety of stock market
research, news, commentary and analysis, including "JAG Notes",
the Company's flagship early morning consolidated research
product.  Through the Company's wholly owned subsidiary TComm (UK)
Limited, the Company also provides various video streaming
software solutions for organizations and individuals.  The
Company's Web sites are located at http://www.jagnotes.com/and
http://www.tcomm.co.uk/and http://www.tcomm.tv/

As of Oct. 31, 2005, JAG Media's balance sheet showed a
stockholders' deficit of $1,914,593.


LEVEL 3: Wiltel Acquisition Cues Moody's Junk Ratings' Affirmation
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings on Level 3
Communications, Inc.'s debt, and has changed the rating outlook to
stable from developing, following the completion of its
acquisition of Wiltel Communications.  The ratings broadly reflect
the high business risk for the long-haul carrier industry, offset
somewhat by good near-term liquidity.

Moody's has taken these ratings actions:

  Level 3:

  Outlook changed to stable from developing.

     * Corporate family rating -- affirmed Caa2

     * Speculative Grade Liquidity Rating -- affirmed SGL-1

     * New 11.5% Senior Notes due in 2010 -- affirmed Ca

     * $954 Million 9.125% Senior Notes due in 2008 -- affirmed Ca

     * $132 Million 11% Sr. Notes due in 2008 -- affirmed Ca

     * EUR50 Million 10.75% Senior Euro Notes due 2008 --
       affirmed Ca

     * $362 Million 6% Convertible Subordinated Notes due 2009 --
       affirmed C

     * $374 Million 2.875% Convertible Senior Notes due 2010 --
       affirmed Ca

     * EUR104 Million 11.25% Senior Euro Notes due 2010 --
       affirmed Ca

     * $96 Million 11.25% Senior Notes due 2010 -- affirmed Ca

     * $514 Million 6% Convertible Subordinated Notes due 2010 --
       affirmed C

     * $345 Million 5.25% Convertible Senior Notes due 2011 --
       affirmed Ca

  Level 3 Financing, Inc.:

     * $730 Million Term Loan due in 2011 -- affirmed B3
     * $500 Million Senior Notes due in 2011 -- affirmed Caa1

The ratings reflect the impact of continuing competitive pricing
pressure in the broadband sector and substantial operational and
capital cash burn that continues to deplete liquidity.  Over the
past year, Level 3 has continued on its path to improve its debt
capital structure.  Moody's expects that the Wiltel acquisition
will be a mildly deleveraging transaction.  The continuing
consolidation of the long haul industry participants may also
bring revenue stabilization, which could drive the organic growth
of Level 3's cash flow.

Positive ratings pressure will develop if Level 3 successfully
integrates WilTel's operations and improves the probability of
generating cash flow growth to commence debt reduction by the end
of 2007.  Alternatively, negative ratings pressure will develop if
Level 3 is not able to realize some degree of operating synergies
from the merger, and continues its high level of cash burn.

LVLT is a leading nationwide communications service provider and
software distributor with sales of $3.8 billion for the trailing
twelve months ended September 30, 2005.  The company's
headquarters are located in Broomfield, Colorado.


LLH GAMING: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: LLH Gaming, Inc.
             245 East Liberty Street, Suite 240
             Reno, Nevada 89501

Bankruptcy Case No.: 05-54875

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      LLH Holdings, LLC                          05-54876
      LLH Parking, LLC                           05-54877

Chapter 11 Petition Date: December 30, 2005

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 West Plumb Lane
                  Reno, Nevada 89509
                  Tel: (775) 786-7600

                           Estimated Assets     Estimated Debts
                           ----------------     ---------------
LLH Gaming, Inc.           $500,000 to          $100,000 to
                           $1 Million           $500,000
LLH Holdings, LLC          $500,000 to          $1 Million to
                           $1 Million           $10 Million
LLH Parking, LLC           $500,000 to          $0 to $50,000
                           $1 Million

A. LLH Gaming, Inc.'s Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lichten, Wolf                 Promissory Note           $130,000
4759 Cedar Hill Lane
Reno, NV 89509

B. LLH Holdings, LLC's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lichten, Wolf                 Promissory Note           $997,362
4759 Cedar Hill Lane
Reno, NV 89509

Lichten, David                Promissory Note           $174,698
7221 Windstar Drive
Reno, NV 89523

Gordon & Silver               Legal Services             $20,000
3960 Howard Hughes Pkwy
9th Floor
Las Vegas, NV 89109

Lionel, Sawyer & Collins      Legal Services              $5,000
50 W. Liberty Street
Reno, NV 89501

Brad Chamberlain, Esq.        Legal Services              $2,000
3740 Lakeside #200
Reno, NV 89509

C. LLH Parking, LLC's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lichten, Wolf                 Promissory Note            $10,000
4759 Cedar Hill Lane
Reno, NV 89509


LOUISIANA PUBLIC: S&P Lowers Rating on $8 Million Bonds to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Louisiana
Public Facilities Authority's $8 million multifamily revenue bonds
(Mission Ministries--Georgetown Manor Project) series 1994A to
'BB' from 'A', and its rating on the authority's $50,000
multifamily revenue bonds series 1994B to 'BB-' from 'BBB'.  The
outlook is stable.

The downgrades reflect the uncertainty concerning the future
financial viability of the project.

This issue was placed on CreditWatch with negative implications on
Sept. 8, 2005, because the property is located in New Orleans,
Louisiana, in an area devastated by Hurricane Katrina.  At the
time of the CreditWatch placement, Standard & Poor's was uncertain
about the condition of the property, the security for the bonds.

Standard & Poor's has been in contact with the owners of the
Georgetown Manor property, Multi-family Mission Ministries.
According to the owner and property manager, the property is
completely unoccupied because of damage caused by floodwaters.
The owner is cleaning up the debris and would like to rebuild the
damaged units.  The trustee was able to make full principal and
interest payments on Sept. 1, 2005, and the trustee did not have
to draw on debt service reserve funds to make this payment.

The owners have received flood insurance proceeds, which are
already in the trust estate.  As a result, there are sufficient
funds to pay principal and interest on March 1, 2006, without
drawing on the debt service reserve fund.  The owners expect to
receive additional insurance proceeds based on wind damage, which
is still pending.  They plan to rebuild the damaged units and rent
them.  Based on current estimates of insurance proceeds, along
with funds already in trust, they believe there will be sufficient
funds to rebuild the damaged units and reoccupy the entire
project.  The final decision concerning whether they will refund
the bonds with insurance proceeds, or rebuild the damaged units,
has not been made, and will be determined once final insurance
proceeds have been determined.  The owner expects this will occur
within the first two months of 2006.

The ratings for this transaction are based on the property's
ability to generate net operating income sufficient to cover
maximum annual debt service at 1.50x senor debt and 1.35x
subordinate debt.  Because the property is currently not
generating net operating income because it is currently not
occupiable, the transaction faces major ongoing uncertainties,
which could ultimately lead to the obligor's inadequate capacity
to meet its financial commitment on the obligation.  It is also
uncertain as to when the renovation will be completed, when
tenants will actually reside in the development, and how much net
operating income the property will generate going forward.


MAGELLAN HEALTH: Sells Healthcare Assets to Aetna for $57.1 Mil.
----------------------------------------------------------------
Magellan Health Services closed on the sale to Aetna Inc. of
certain its assets used in the management of behavioral healthcare
services for Aetna members.

On December 8, 2004, the Company was informed that Aetna would
not renew its behavioral healthcare services management agreement
with the Company as of December 31, 2005, and would exercise its
option to purchase the Aetna Assets.  The sale was concluded
pursuant to the terms of a certain Asset Purchase Agreement dated
Feb. 23, 2005, as amended.

The total consideration to be received by the Company is
approximately $57.1 million, consisting of $30 million for the
Aetna Assets and approximately $27.1 million for the delivery by
the Company of executed addenda with Aetna to certain of the
Company's network provider contracts.

Approximately $55.8 million is to be paid at closing, with the
remaining approximately $1.3 million of the Network Amount, which
is subject to adjustment, to be paid 120 days after closing based
upon the final calculation of the Network Amount. The adjustment
is not expected to be material.  In connection with the Closing,
the Company paid approximately $50.2 million to Aetna in
satisfaction of outstanding principal and interest on its
previously issued promissory note to Aetna.

Also, pursuant to an amendment to the Asset Purchase Agreement and
a separate Transition Services Agreement contemplated by the Asset
Purchase Agreement, the Company and Aetna agreed to the resolution
of certain pre- and post-closing obligations and the provision of
certain transition services by the Company to Aetna after December
31, 2005 through February 28, 2006, with the right of Aetna to
extend the agreement until June 30, 2006.  The Transition
Services Agreement provides for payments by Aetna to the Company
of $3 million for services for the period January 1 through
February 28, 2006, $1 million payable on April 15, 2006, for the
attainment of certain performance metrics, $500,000 for the
settlement of certain claims for inpatient expenses for patients
whose courses of treatment begin in 2005 and extend into 2006, and
$1 million minimum payment for network rental services for one
year through December 31, 2006.

The amendment to the Asset Purchase Agreement also provides that
subject to certain terms and conditions, the Company will be
Aetna's preferred Medicaid vendor for management of behavioral
health and substance abuse services in Aetna's Medicaid business
for which Aetna determines to submit a bid and use the services of
an outside vendor on any state Medicaid request for proposal
issued in final form on or before September 21, 2007.

The Company's revenue associated with the Aetna contract for
behavioral healthcare management services was $184.5 million for
the nine months ended September 30, 2005.

Headquartered in Farmington, Conn., Magellan Health Services
(Nasdaq:MGLN) is the country's leading behavioral health disease
management organization.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003 (Bankr. S.D.N.Y. Case No.
03-40515).  The Court confirmed the Debtors' Third Amended Plan on
Oct. 8, 2003, allowing the Company to emerge from bankruptcy
protection on Jan. 5, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on May 5, 2005,
Standard & Poor's Ratings Services revised its outlook on Magellan
Health Services Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its 'B+' counterparty credit rating on
Magellan and its 'B+' issue credit ratings assigned to Magellan's
$241 million 9.375% senior notes due November 2008 and its
$185 million credit facility due August 2008.


MCLEODUSA INC: Court Directs Parties to Respond to Cure Notice
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 23, 2005,
Joji Takada, Esq., at Freeborn & Peters LLP, in Chicago,
Illinois, relates that the SBC Entities provide extensive
telecommunication utility services to McLeodUSA Incorporated and
its debtor-affiliates pursuant to 10 separate interconnection
agreements and tariffs in 10 states.

The SBC Entities include:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                        *     *     *

The Hon. John H. Squires directs the Debtors and other parties-in-
interest to file their brief in response to the SBC Entities' Cure
Notice.  The SBC Entities will file their brief in reply to the
Cure Response not later than February 6, 2006.

The Court will conduct a non-evidentiary hearing to consider any
legal argument that the Debtors or any other party-in-interest
might make in opposition to further hearing on the Cure Notice.
In the event that the Court determines, after the Non-Evidentiary
Hearing, to further consider, and take evidence concerning, the
Cure Notice, the parties will agree on, with the Court's
assistance if necessary, an expedited discovery schedule to be
followed by an evidentiary hearing with respect to the Cure
Notice.

The Court will also conduct an evidentiary during the week of
March 13, 2006, or on the next available Court date.

Headquartered in Cedar Rapids, Iowa, McLeodUSA Incorporated --
http://www.mcleodusa.com/-- provides integrated communications
services, including local services in 25 Midwest, Southwest,
Northwest and Rocky Mountain states.  The Debtor and its
affiliates filed for chapter 11 protection on Oct. 28, 2005
(Bankr. N.D. Ill. Case Nos. 05-53229 through 05-63234).  Peter
Krebs, Esq., and Timothy R. Pohl, Esq., at Skadden, Arps, Slate,
Meagher and Flom, represent the Debtors in their restructuring
efforts.  As of June 30, 2005, McLeodUSA Incorporated reported
$674,000,000 in total assets and $1,011,000,000 in total debts.

McLeodUSA Inc. previously filed for chapter 11 protection on
January 30, 2002 (Bankr. D. Del. Case No. 02-10288).  The Court
confirmed the Debtor's chapter 11 plan on April 5, 2003, and
that Plan took effect on April 16, 2002.  The Court formally
closed the case on May 20, 2005.  (McLeodUSA Bankruptcy News,
Issue No. 7 Bankruptcy Creditors' Service, Inc., 215/945-7000).


MEDICALCV: Gets $6.02M Gross Proceeds from Exercise of Warrants
---------------------------------------------------------------
MedicalCV, Inc., acquired 9,238 shares of Preferred Stock in
consideration of its issuance of 28,425,326 shares of common stock
to accredited investors

The Company also received $6,018,188 in gross proceeds in
consideration of its issuance of 20,777,227 shares of common stock
upon exercise of warrants by accredited investors.

                      Exercise of Warrants

On December 22, 2005, PKM Properties, LLC, an entity controlled by
Paul K. Miller, one of the Company's directors and the largest
beneficial owner of its securities, exercised a warrant for
4,452,000 shares of common stock on a net exercise basis,
resulting in the issuance of 2,259,727 shares of common stock.

On December 23, 3005, holders of warrants for the purchase of
8,250,000 shares of common stock exercised the warrants at
$0.325 per share.  The Company obtained gross proceeds of
$2,681,250 in connection with these warrant exercises.  In
particular, the warrant exercises were performed as follows:

   Shareholder                                Shares Issued
   -----------                                -------------
   MedCap Partners, L.P.                          2,250,000
   MedCap Master Fund, L.P.                       2,250,000
   Whitebox Hedged High Yield Partners, L.P.      1,500,000
   Whitebox Convertible Arbitrage Partners, L.P.    750,000
   ProMed Partners, LP                              315,000
   ProMed Partners II, LP                            79,500
   ProMed Offshore Fund, LP                          51,000
   ProMed Offshore Fund II, LP                    1,054,500

On December 27, 2005, holders of warrants for the purchase of
4,500,000 shares of common stock exercised the warrants at
$0.325 per share.  The Company obtained gross proceeds of
$1,462,500 in connection with these warrant exercises.  In
particular, the warrant exercises were performed as follows:

   Shareholder                                Shares Issued
   -----------                                -------------
   MedCap Partners, L.P.                            750,000
   Pandora Select Partners, LP                      750,000
   SF Capital Partners Ltd.                       3,000,000

On December 28, 2005, holders of warrants for the purchase of
4,167,500 shares of common stock exercised the warrants at
$0.325 per share.  The Company obtained gross proceeds of
$1,354,438 in connection with these warrant exercises.  In
particular, the warrant exercises were performed as follows:

   Shareholder                                Shares Issued
   -----------                                -------------
   Whitebox Intermarket Partners, L.P.              600,000
   Millennium Partners, L.P.                      3,067,500
   SF Capital Partners Ltd.                         500,000

On December 29, 2005, holders of warrants for the purchase of
1,600,000 shares of common stock exercised such warrants at
$0.325 per share.  The Company obtained gross proceeds of $520,000
in connection with these warrant exercises.  In particular, the
warrant exercises were performed as follows:

   Shareholder                                Shares Issued
   -----------                                -------------
   Whitebox Intermarket Partners, L.P.              600,000
   SF Capital Partners Ltd.                       1,000,000

                    Preferred Stock Buy Back

On December 22, 2005, the Company acquired 2,968 shares of its 5%
Series A Convertible Preferred Stock from PKM Properties in
consideration of the issuance of 9,132,536 shares of common stock.

On December 27, 2005, under the preferred stock acquisition
agreements, the Company acquired 420 shares of Preferred Stock in
consideration of the issuance of 1,292,340 shares of common stock.
In particular, the Company made these issuances:

   Shareholder                                Shares Issued
   -----------                                -------------
   ProMed Partners, LP                              590,784
   ProMed Partners II, LP                            58,463
   ProMed Offshore Fund, LP                          95,387
   ProMed Offshore Fund II, LP                      547,706

On December 28, 2005, the Company acquired 3,700 shares of
Preferred Stock in consideration of the issuance of 11,384,900
shares of common stock.  In particular, the Company made these
issuances:

   Shareholder                                Shares Issued
   -----------                                -------------
   MedCap Partners, L.P.                          6,154,000
   MedCap Master Fund, L.P.                       4,615,500
   ProMed Offshore Fund II, LP                      615,400

On December 29, 2005, the Company acquired 2,150 shares of
Preferred Stock in consideration of the issuance of 6,615,550
shares of common stock.  In particular, the Company made these
issuances:

   Shareholder                                Shares Issued
   -----------                                -------------
   ProMed Offshore Fund II, LP                      769,250
   Millennium Partners, L.P.                      5,846,300

The Company agreed to pay C.E.Unterberg, Towbin, LLC, the
Company's exclusive financial advisor in connection with such
transactions a fee of $400,909 and reimburse CEUT for up to
$10,000 of expenses.

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

                         *     *     *

                       Going Concern Doubt

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


NATIONAL COAL: Completes $55 Million High Yield Debt Offering
-------------------------------------------------------------
National Coal Corp. (Nasdaq: NCOC) completed a $55 million high
yield debt offering of notes bearing 10.5% interest due in 2010,
and common stock purchase warrants.

The offering is the Company's largest and most significant
financing transaction, and will provide working capital to support
the Company's business plan which has, in the past, relied heavily
on the development of undeveloped reserves acquired in Kentucky
and Tennessee.  This strategy has worked well for National Coal,
as evidenced by the Company's sequential quarterly growth since
its inception in 2003.

In 2004, the Company raised approximately $38 million through the
sale of debt and equity securities and under its credit facility,
the proceeds of which were used to fuel the Company's acquisitions
and operational improvements.

Jon Nix, President, CEO and Chairman of the Board for National
Coal, expects the proceeds of the offering will generate similar
growth.  "Our 2004 financing transactions strengthened the
Company's balance sheet and created opportunities by optimizing
the value of our assets.  I am confident the proceeds of this
offering will produce similar results," said Mr. Nix.

The offering consisted of the sale of 55,000 Units, comprised of:

   -- $55,000,000 aggregate principal amount of 10.5% Senior
      Secured Notes due 2010; and

   -- 55,000 Warrants to purchase a total of 1,732,632 shares of
      the Company's common stock.

Each Unit consists of one $1,000 principal amount Note and one
Warrant, which will entitle the holder to purchase 31.5024 shares
of Company common stock at an exercise price of $8.50 per share,
subject to adjustment.  The Warrants will be exercisable at any
time on or after their first anniversary date and will expire on
Dec. 15, 2010.

Net proceeds from this sale will be approximately $52 million.
National Coal intends to use:

   -- approximately $22.8 million to repay an outstanding credit
      facility and other existing indebtedness;

   -- approximately $7.8 million to collateralize reclamation
      bonds for existing and new mines; and

   -- approximately $21.4 million for general corporate purposes,
      including the expansion of mining operations and the opening
      of additional mines that are already permitted.

Headquartered in Knoxville, Tenn., National Coal Corp., through
its wholly owned subsidiary, National Coal Corporation --
http://www.nationalcoal.com/-- is engaged in coal mining in
Eastern Tennessee and Southeastern Kentucky.  National Coal
employs more than 200 people and produces coal from two mines in
Tennessee and four in Kentucky.

                        *     *     *

                     Going Concern Doubt

From inception to date, the Company has incurred significant
outstanding current obligations and has incurred substantial net
losses.  This factor, among others, raises substantial doubt as to
the Company's ability to continue as a going concern.

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to National Coal Corp.

Standard & Poor's also assigned its 'CCC' senior secured debt
rating to the company's proposed $55 million note offering that
matures in 2010.  S&P said the outlook is developing.

As reported in the Troubled Company Reporter on Dec. 29, 2005,
Moody's Investors Service assigned a Caa2 rating to National Coal
Corporation's proposed $55 million senior secured notes due 2010
and a Caa2 corporate family rating.  The Caa2 rating reflects:

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

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

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

   * short operating history;

   * the reliance on sustaining recently attained production
     levels;

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

   * small reserve base;

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

   * very thin seam;

   * high cost operations; and

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

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

These ratings were assigned:

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


NEW YORK RACING: $30-Million Bailout Averts Bankruptcy Filing
-------------------------------------------------------------
The New York Racing Association received a $30 million bailout
from the State of New York allowing the company to continue
operating its Aqueduct, Belmont Park and Saratoga racing tracks
outside bankruptcy protection.

The deal came after the racing track operator warned of a chapter
11 filing by 2005 year-end due to a mounting cash crisis.

According to published reports, the agreement includes:

   -- a $20 million loan from the state;

   -- $5 million from the Port Authority of New York and New
      Jersey;

   -- $5 million from the Empire State Development Corporation.

The Port Authority has advanced $1 million to NYRA as a
downpayment under a $5 million deal to buy the company's Aqueduct
track in New York.

NYRA will use revenues from its video lottery terminals slated to
open at Aqueduct in January 2007.  The Aqueduct slots operation
are projected to produce $650 million in annual profits, of which
$400 million will go to the state, Bill Finley writes for The New
York Times.

Tom Precious of bloodhorse.com cited NYRA President Charles
Hayward saying that, while the loan will keep racing going, it
will not cover all of NYRA's outstanding obligations.

Mr. Hayward met with officials from a state oversight board on
Dec. 6 to discuss other options available for NYRA.  The oversight
board was created earlier this year in order to monitor NYRA's
operations.

NYRA's balance sheet reflects a $35 million negative working
capital balance and over $100 million in unfunded pension and
post-retirement liabilities.

NYRA's franchise to operate its three racing tracks expires on
Dec. 31, 2007.


NORTH ATLANTIC: Poor Performance Cues S&P to Junk Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on smokeless tobacco processor and niche cigarette
manufacturer North Atlantic Holding Company Inc. and its wholly
owned subsidiary, North Atlantic Trading Co. Inc., to 'CCC' from
'CCC+'.

In addition, the ratings were removed from CreditWatch.  The
outlook is negative.  At Sept. 30, 2005, New York, New York-based
North Atlantic has about $276.8 million of debt (including
capitalized operating leases).

"The downgrade reflects the continuing deterioration in the
company's operating performance and the related effect on credit
protection measures," said Standard & Poor's credit analyst Jayne
Ross.

Historically, both of the company's categories -- loose-leaf
chewing tobacco and MYO -- were known for their solid margins,
fairly consistent cash flow generation, strong consumer brand
loyalty, and price inelasticity.  But those dynamics have changed
as North Atlantic's consumer base was faced with higher gasoline
prices and the effects of the hurricanes in the company's core
demographic markets.  In addition, North Atlantic had higher
manufacturing costs per case, coupled with a product mix shift,
which lowered margins.

Despite a price increase in June 2005, results in the company's
smokeless tobacco segment remain under pressure due to overall
category declines and a product mix shift to price value products
from the company's premium products.  For the first nine months of
fiscal 2005, operating results also declined in the MYO segment
due to lower premium paper sales compare with the prior-year's
period as the company continues to reduce trade inventories.  MYO
cigarette tobacco and related products sales modestly increased
due to a price hike in June 2005.


NORTH OAKLAND: S&P Downgrades Rating on $43.2 Million Bonds to BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB-'
from 'BB' on the Pontiac Hospital Finance Authority, Michigan's
$43.2 million series 1993 bonds, issued for North Oakland Medical
Center.  The rating revision and outlook are based on NOMC's
ongoing operating losses, weak balance sheet, and potentially
rising capital needs.  The outlook is negative.

"NOMC has had ongoing operating losses for the past two years,
which increased after a slight improvement in fiscal 2002,"
Standard & Poor's credit analyst Suzie Desai said.  "NOMC also has
a weak balance sheet characterized by declining liquidity, very
low unrestricted cash to long-term debt of 31.2%, and leverage of
118%.  Additionally, there are potentially rising capital needs
with net fixed assets decreasing steadily over past years and a
rising average age of plant of 20 years."

"While NOMC does have an improvement plan in place with identified
expense reductions and some revenue opportunities, a demonstrated
improvement in financial operations is necessary to maintain the
rating in the 'BB' category," she added.

Factors precluding a lower rating at this time include a finalized
2004 audit that is expected shortly, a new financial manager, a
management plan to reduce operating expenses over the next few
years, and the maintenance of maximum annual debt service coverage
of more than 1x, despite the operating losses.

NOMC is a 366-licensed bed (188-staffed bed) acute care hospital
in Pontiac.


NRG ENERGY: Buying Calif. Plant for $160M & Stake in Rocky Road
---------------------------------------------------------------
NRG Energy, Inc. (NYSE: NRG), has entered into purchase and sale
agreements for projects co-owned with Dynegy, Inc. (NYSE: DYN).

Under the agreements, NRG will acquire Dynegy's 50% ownership
interest in West Coast Power LLC, and become the sole owner of
WCP's 1,808 megawatts of generation in Southern California.

In addition, NRG is selling to Dynegy its 50% ownership interest
in Rocky Road Power LLC, a 330 MW gas-fueled, simple cycle peaking
plant located in East Dundee, Illinois.

NRG will pay Dynegy a net purchase price of $160 million.  NRG
will effectively fund the net purchase price with cash held by the
WCP partnership.  The Company anticipates closing both
transactions during the first quarter 2006.

"Increasing our stake in WCP to 100 percent provides us the
flexibility to implement our strategic options for this region,"
said David Crane, NRG President and Chief Executive Officer. "We
plan to pursue appropriate market returns that support not only
the continued operations of existing plants but also redevelopment
of the next generation of energy infrastructure and/or monetizing
the real estate value."

The transactions, which are conditioned upon one another and
subject to approval from the Federal Energy Regulatory Commission,
are expected to close in the first quarter 2006.

WCP owns and operates 1,808 MW in Southern California as listed
below.  NRG also owns two unrelated generating facilities in Red
Bluff and Chowchilla, California.

NRG Energy, Inc., owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2005,
Moody's Investors Service affirmed the ratings of NRG Energy, Inc.
(NRG: B1 Corporate Family Rating) and Texas Genco, LLC (TGN: Ba3
Corporate Family Rating).  This action follows the announcement
that NRG has agreed to acquire all the outstanding equity of TGN
for about $5.8 billion and the assumption of about $2.5 billion of
TGN net debt.  The rating outlook for NRG is revised to developing
from stable.  The rating outlook for TGN continues to be stable.

Ratings affirmed at NRG include:

   * Secured term loan and secured revolving credit rated Ba3;
   * Corporate Family Rating at B1;
   * Second lien secured notes rated B1;
   * Preferred stock at B3;
   * Speculative Grade Liquidity Rating of SGL-1.


NRG ENERGY: 8% Senior Secured Noteholders OK Indenture Amendments
-----------------------------------------------------------------
NRG Energy, Inc. (NYSE:NRG) reported that as of 5:00 p.m., New
York City time, on Dec. 29, 2005, it had received valid tenders
and consents from holders of approximately $1,078,137,353 in
aggregate principal amount of NRG's 8% second priority senior
secured notes due 2013 (CUSIP No. 629377AS1), representing
approximately 99.78% of the outstanding NRG Notes, in connection
with its previously announced tender offer and consent
solicitation for the NRG Notes pursuant to NRG's Offer to Purchase
and Consent Solicitation Statement dated Dec. 15, 2005 relating to
the NRG Notes.

With the receipt of the requisite consents, NRG will execute a
supplemental indenture governing the NRG Notes, which satisfies
the "Supplemental Indenture Condition," as defined in NRG's Offer
to Purchase and Consent Solicitation Statement dated December 15,
2005 relating to the NRG Notes, and will:

    (1) amend the indenture under which the NRG Notes were issued
        to eliminate substantially all of the restrictive
        covenants and events of default and related provisions in
        the indenture and

    (2) waive the application of the restrictive covenants in the
        indenture to allow a portion of the funds to be raised in
        connection with NRG's pending acquisition of Texas Genco
        LLC to be held in escrow pending the closing of that
        acquisition.

The amendments to the indenture will not become operative until
payment for all validly tendered NRG Notes is made by NRG, but the
waiver will become effective immediately upon execution of the
supplemental indenture.

Consummation of the tender offer is conditioned upon the
satisfaction of certain conditions, including:

    (1) NRG having obtained funds sufficient to pay the
        consideration, costs and expenses of the tender offer and
        consent solicitation from the financing transactions
        related to the pending acquisition of Texas Genco LLC,

    (2) the consummation of the pending acquisition of Texas Genco
        LLC, and

    (3) certain other customary conditions.

There can be no assurance that any of such conditions will be met.

NRG Notes may be tendered pursuant to the tender offer until 5:00
p.m., New York City time, on Jan. 31, 2006, or such later date and
time to which the Expiration Date is extended, unless the tender
offer is earlier terminated by NRG.  Holders who validly tender
NRG Notes after 5:00 p.m., New York City time, on Dec. 29, 2005,
but on or prior to the Expiration Date will not be eligible to
receive the consent payment of $30.00 per $1,000 principal amount
of the NRG Notes.  Any NRG Notes not tendered and purchased
pursuant to the tender offer will remain outstanding and the
holders thereof will be bound by the amendments contained in the
supplemental indenture eliminating substantially all of the
restrictive covenants in the indenture even though they have not
consented to the amendments.

Subject to the terms and conditions of the tender offer and
consent solicitation, payment for tendered NRG Notes will be made
on the first business day following the Expiration Date, or as
soon thereafter as practicable.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Offer to Purchase and Consent
Solicitation Statement dated Dec. 15, 2005 relating to the NRG
Notes, copies of which may be obtained from MacKenzie Partners,
Inc., the information agent for the tender offer and consent
solicitation, at 800.322.2885 (U.S. Toll Free) and 212.929.5500
(collect).

NRG has engaged Morgan Stanley & Co. Incorporated and Citigroup
Corporate and Investment Banking to act as dealer managers and
solicitation agents in connection with the tender offer and
consent solicitation.  Questions regarding the tender offer and
consent solicitation may be directed to Morgan Stanley & Co.
Incorporated, at 800.624.1808 (U.S. Toll Free) and 212.761.1457
(collect) or Citigroup Corporate and Investment Banking at
800.558.3745 (U.S. Toll Free) and 212.723.6106 (collect).  Law
Debenture Trust Company of New York is the Depositary for the
tender offer and consent solicitation and can be contacted at
212.750.0888.

NRG Energy, Inc., owns and operates a diverse portfolio of
power-generating facilities, primarily in the United States.  Its
operations include baseload, intermediate, peaking, and
cogeneration facilities, thermal energy production and energy
resource recovery facilities.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. S.D.N.Y. Case
No. 03-13024) on May 14, 2003.  The Company emerged from chapter
11 on December 5, 2003, under the terms of its confirmed Second
Amended Plan.  James H.M. Sprayregen, Esq., Matthew A. Cantor,
Esq., and Robbin L. Itkin, Esq., at Kirkland & Ellis, represented
NRG Energy in its $10 billion restructuring.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 6, 2005,
Moody's Investors Service affirmed the ratings of NRG Energy, Inc.
(NRG: B1 Corporate Family Rating) and Texas Genco, LLC (TGN: Ba3
Corporate Family Rating).  This action follows the announcement
that NRG has agreed to acquire all the outstanding equity of TGN
for about $5.8 billion and the assumption of about $2.5 billion of
TGN net debt.  The rating outlook for NRG is revised to developing
from stable.  The rating outlook for TGN continues to be stable.

Ratings affirmed at NRG include:

   * Secured term loan and secured revolving credit rated Ba3;
   * Corporate Family Rating at B1;
   * Second lien secured notes rated B1;
   * Preferred stock at B3;
   * Speculative Grade Liquidity Rating of SGL-1.


O'SULLIVAN INDUSTRIES: Wants to Sell Unused Equipment for $1.1MM
----------------------------------------------------------------
James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, tells the U.S. Bankruptcy Court for the
Northern District of Georgia that O'Sullivan Industries Holdings,
Inc., and its debtor-affiliates are currently in the process of
evaluating the potential sale of certain equipment that is no
longer necessary for their operations.  The equipment has not been
used since 2000, and is currently in storage or occupying valuable
floor or warehouse space in Lamar, Missouri.

The Debtors estimate that the total net book value of the Unused
Equipment is $1,100,000, with individual items ranging from $0 to
$300,000 in value.

Mr. Cifelli relates that the Debtors have employed Ex-Factory, a
broker, to:

   -- solicit interest in the Unused Equipment;

   -- advertise potential sales of the Unused Equipment;

   -- verify legitimate buyers for the Unused Equipment;

   -- establish fair market values; and

   -- arrange for all sales of the Unused Equipment.

In exchange for its services, Ex-Factory would receive 10% of the
final sale price of any of the Unused Equipment sold.

Although the Debtors have received some interest from potential
purchasers, they have not yet sold any of the Unused Equipment,
Mr. Cifelli reports.

The Debtors seek the Court's authority to sell the Unused
Equipment free and clear of liens and other encumbrances.

"It is imperative that the Debtors be permitted to sell the
Unused Equipment in an efficient and timely manner because, while
such sales could generate substantial funds for the benefit of the
Debtors' estates, the potential value of the Unused Equipment is
declining, the pool of potential buyers of the Unused
Equipment could shrink, and the costs of storing the Unused
Equipment are ongoing," Mr. Cifelli argues.

                      Transaction Procedures

To facilitate cost-efficient and timely sales of the Unused
Equipment, the Debtors seek the Court's authority to sell the
Unused Equipment from time to time without the need to file
potentially numerous motions with the Court.  Accordingly, the
Debtors propose these procedures:

   a. The Debtors will sell the Unused Equipment without
      satisfying the notice requirements for all sales that do
      not exceed $25,000 in total;

   b. For sales that exceed $25,000 in total, the Debtors will
      conduct individual sales of the Unused Equipment subject to
      the notice requirements;

   c. The Debtors will give notice of each proposed sale to:

        (i) the United States Trustee;

       (ii) counsel for the Official Committee of Unsecured
            Creditors;

      (iii) counsel for CIT/Group Business Credit, Inc.;

       (iv) counsel for the largest holders of the Debtors'
            10.63% senior secured notes due 2008;

        (v) counsel to The Bank of New York, as trustee under the
            Senior Secured Notes; and

       (vi) any holder of a known lien, claim or encumbrance
            relating to that property proposed to be sold, if
            any.

      In addition, the Debtors will give notice of each proposed
      sale to all likely potential purchasers of which they are
      aware.  The Notices will specify:

        (i) the identity of the proposed purchaser;

       (ii) the proposed purchase price; and

      (iii) a brief description of the property proposed to be
            sold;

   d. The Notice Parties will have two business days after the
      Notice is served to object to the proposed sale and any
      party would have two business days after the Notice is
      served to make a higher or better offer for the property
      proposed to be sold.  All objections and offers would be
      served by facsimile to:

         Dechert LLP
         30 Rockefeller Plaza
         New York, New York 10112
         Attn: Joel H. Levitin, Esq.
               David C. McGrail, Esq.
         Facsimile: (212) 698-3599

   e. If one or more parties timely makes an additional offer,
      the Debtors, after conferring with the Competing Offerors
      and the Proposed Purchaser to determine whether any of the
      party will enhance its offer, will propose to accept the
      offer that in their business judgment, is most beneficial
      to their estates.

      The Debtors will then send a second notice of the offer
      they propose to accept to the Notice specifying:

        (i) the identity of the Proposed Purchaser and the amount
            of its initial offer;

       (ii) the identity of any Competing Offeror and the terms
            of its offer;

      (iii) the identity of the party whose offer the Debtors
            propose to accept; and

       (iv) the reasons for the Debtors' conclusion;

   f. The Notice Parties will have two business days after the
      Second Notice is served to object to the offer the Debtors
      propose to accept.  All objections should be served by
      facsimile to:

         Dechert LLP,
         30 Rockefeller Plaza,
         New York, New York 10112
         Attn: Joel H. Levitin, Esq.
               David C. McGrail, Esq.
         Facsimile: (212) 698-3599

The Debtors believe that the proceeds that will be generated from
the Sale do not warrant the incurrence of additional expenses.

In addition, the Debtors believe that the Transaction Procedures
would permit them to be responsive to the needs of the potential
purchasers, hence guarding against lost sales due to delay, while
still providing for a review of proposed transactions by the
primary parties-in-interest.

The Debtors assure the Court that they could face time constraints
in meeting the deadlines established by potential purchasers of
the Unused Equipment.

Mr. Cifelli asserts that the Transaction Procedures would:

   -- minimize administrative costs;

   -- speed the necessary sales of the Unused Equipment;

   -- create value for the Debtors' estates; and

   -- preserve the rights of interested parties to object to, or
      make higher or better offers with respect to, the proposed
      transactions.

Pursuant to Section 1146(c) of the Bankruptcy Code, sales of
personal property are exempt from transfer taxes.  Mr. Cifelli
confirms that, as the proceeds from the sales of the Unused
Equipment would be used to fund the Debtors' operations and their
proposed plan of reorganization, the Sale is exempt from transfer
taxes.

Moreover, Mr. Cifelli insists that the sales are time-sensitive.
"Any delays will likely result in a decreased purchase price,
possible failure to consummate such sale, and the continuance of
unnecessary warehouse and other costs."

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on October 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  On September 30, 2005, the Debtor listed $161,335,000 in
assets and $254,178,000 in debts.  (O'Sullivan Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-7000)


OMEGA HEALTHCARE: 79.3% of Noteholders Tender 6.95% Notes
---------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) received tenders and
consents representing 79.3% of the aggregate principal amount
relating to the current tender offer and consent solicitation for
all of its outstanding 6.95% notes due 2007.

The tendered notes were accepted for purchase by Omega.  The total
consideration to be paid to holders who have validly tendered
their Notes and delivered their consents will be $1,031.02 for
each $1,000 principal amount of Notes validly tendered and not
validly revoked, which includes a consent payment of $30.00 per
$1,000 principal amount of Notes.  The consideration for the
tendered Notes and consents will be paid from the proceeds of
Omega's offering of $175 million aggregate principal amount of its
7% senior notes due 2016.

The percentage of consents received exceeds the requisite consents
needed to amend the indenture pursuant to which the Notes were
issued as set forth in the Offer to Purchase and Consent
Solicitation Statement circulated in connection with the tender
offer and consent solicitation for the Notes.  As described in the
Offer to Purchase and Consent Solicitation Statement, the
amendments to the Indenture will, among other things:

     (i) eliminate all events of default under the Indenture other
         than events of default relating to the failure to pay
         principal of and interest on the Notes and to make a
         change of control tender offer if such offer is required
         under the Indenture; and

    (ii) eliminate substantially all of the restrictive covenants
         in the Indenture and the Notes.

As a result of the receipt of the requisite consents, Omega and
Wachovia Bank, National Association, as trustee under the
Indenture, have executed a supplemental indenture to the Indenture
to affect the Proposed Amendments.  The supplemental indenture has
an effective date of Dec. 30, 2005.

Deutsche Bank Securities Inc. is the dealer manager for the offer
to purchase and the solicitation agent for the consent
solicitation. Questions or requests for assistance may be directed
to Deutsche Bank Securities Inc. (telephone: (212) 250-4270
(collect) or toll-free at (800) 553-2826).  Requests for
documentation may be directed to MacKenzie Partners, Inc., the
information agent (telephone: (212) 929-5500 (collect)) or toll-
free at (800) 322-2885.

               Board Authorizes Notes Redemption

Omega's Board of Directors also authorized the redemption of all
outstanding Notes that are not otherwise tendered to and accepted
by Omega in connection with the offer to purchase and consent
solicitation for the Notes.  The redemption date for the Notes
will be Jan. 18, 2006.  The aggregate redemption price plus all
accrued and unpaid interest for the Notes is $1,066.13 per $1,000
principal amount of Notes.  In accordance with the Indenture, the
Company will cause to be deposited with the trustee the aggregate
redemption price, to be held in trust for the benefit of the
holders of the Notes.  On and after the redemption date, the Notes
shall cease to be outstanding, interest thereon shall cease to
accrue, and all rights with respect to the Notes shall cease and
terminate, except for the right of the holders thereof to receive
the redemption price of the Notes redeemed, but without interest,
upon surrender of their Notes.  The trustee will act as the
Company's redemption and paying agent.  Holders of the Notes who
hold Notes through The Depository Trust Company will have their
Notes redeemed in accordance with The Depository Trust Company's
procedures.

Headquartered in Timonium, Maryland, Omega HealthCare Investors,
Inc. -- http://www.omegahealthcare.com/-- is a real estate
investment trust investing in and providing financing to the long-
term care industry. At September 30, 2005, the Company owned or
held mortgages on 216 skilled nursing and assisted living
facilities with approximately 22,407 beds located in 28 states and
operated by 38 third-party healthcare operating companies.

                         *     *     *

Omega Healthcare's 6.95% notes due 2007 and 7% notes due 2014
carry Moody's Investors Service's B1 rating, Standard & Poor's BB-
rating and Fitch's BB- rating.


ON SEMICONDUCTOR: Sells $95M of Conv. Notes to 3 Initial Buyers
---------------------------------------------------------------
ON Semiconductor Corp. issued and sold $95 million aggregate
principal amount of 1.875% Convertible Senior Subordinated Notes
due 2025 in a private placement to:

   * Citigroup Global Markets Inc.;
   * J.P. Morgan Securities Inc.; and
   * Merrill Lynch, Pierce, Fenner & Smith Incorporated

for resale to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended.

The purchase price, net of discounts and commissions, that was
paid by the initial purchasers was 97% of the initial offering
price, which was 100% of par value.

In connection with the closing of the sale of $95 million
aggregate principal amount of the Notes, on December 21, 2005, the
Company entered into the Indenture governing the Notes and issued
a global note in an aggregate principal amount of $95 million
registered in the name of Cede & Co. as nominee for The Depository
Trust Company.

A full-text copy of the Indenture is available for free at
http://ResearchArchives.com/t/s?410

                       Terms of the Notes

The Notes will mature on December 15, 2025, unless earlier
redeemed, repurchased or converted.

The Notes provide for interest at a rate of 1.875% per annum on
the principal amount from the issue date, payable semi-annually in
arrears in cash on June 15 and December 15 of each year, beginning
June 15, 2006.  Payments of principal or interest on the Notes
that are not made when due will accrue interest at an annual rate
of 1% above the otherwise applicable interest rate on the Notes
from the required payment date.

The Notes are convertible by holders into cash and shares of the
Company's common stock at a conversion rate of 142.8571 shares of
common stock per $1,000 principal amount of Notes, which is
equivalent to an initial conversion price of approximately
$7.00 per share of common stock.

The Notes will be fully and unconditionally guaranteed on an
unsecured senior subordinated basis by certain existing and future
subsidiaries of the Company.

The Notes will:

   -- be the Company's general unsecured obligations;

   -- be subordinated in right of payment to all of the Company's
      existing and future senior indebtedness;

   -- rank pari passu in right of payment with all of the
      Company's existing and future senior subordinated
      indebtedness; and

   -- be senior in right of payment to all the Company's other
      existing and future subordinated obligations.

The Notes also will be effectively subordinated to any of the
Company's and the Company's subsidiaries' secured indebtedness to
the extent of the value of the assets securing such indebtedness
and to all liabilities of the Company's foreign subsidiaries,
which are not guaranteeing the Notes, and any future subsidiaries
that do not guarantee the Notes.

Beginning on December 20, 2012, the Company may redeem the Notes,
in whole or in part, for cash at a price of 100% of the principal
amount plus accrued and unpaid interest to, but excluding, the
redemption date.

Underwriting commissions and discounts in connection with the sale
of the Notes were approximately $2.85 million.

ON Semiconductor Corp. -- http://www.onsemi.com/-- supplies power
solutions to engineers, purchasing professionals, distributors and
contract manufacturers in the computer, cell phone, portable
devices, automotive and industrial markets.

ON Semiconductor Corp.'s 12% Senior Secured Notes due 2010 carry
Standard & Poor's B+ rating.


PANTRY INC: Completes Repricing of Sr. Secured Credit Facilities
----------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY) completed a repricing and
renegotiation of certain terms of its senior secured credit
facilities.  The facilities include a term loan with a remaining
balance of $205 million, as well as a $150 million revolving
credit facility.

As previously disclosed, the Company used approximately
$100 million of the proceeds from its recent convertible debt
offering to reduce the amount of its outstanding term loan.  Under
the revised credit agreement, the interest rate spread was reduced
by 50 basis points on the term loan and by 100 basis points on the
revolving credit facility (if and when utilized).  The size of the
revolver was also increased by $80 million, to $150 million.

The term of the credit facilities was extended to January 2012,
and required annual principal repayments were reduced from
$16 million to $2 million.  The Company will incur a $1.9 million
pre-tax charge in its first fiscal quarter in connection with the
refinancing of its term loan.  As a result, the expected net
impact on fiscal 2006 earnings is neutral, while the benefit in
future years from reduced interest expense is expected to be
$0.05-$0.06 per share.

"We are pleased to complete this renegotiation and the overall
restructuring of our debt, including last month's convertible note
offering," Peter J. Sodini, President and Chief Executive Officer
of The Pantry, said.  "The amendments to our credit agreement
provide for significant reductions in both our interest expense
and required principal payments.  The combination increases our
projected free cash flow and enhances our financial flexibility to
take advantage of future acquisition opportunities as they arise."

Headquartered in Sanford, North Carolina, The Pantry, Inc. is the
leading independently operated convenience store chain in the
southeastern United States and one of the largest independently
operated convenience store chains in the country, with net sales
for fiscal 2005 of approximately $4.4 billion. As of September 29,
2005, the Company operated 1,400 stores in eleven states under a
number of banners including Kangaroo Express(SM), Golden
Gallon(R), and Cowboys(SM). The Pantry's stores offer a broad
selection of merchandise, as well as gasoline and other ancillary
services designed to appeal to the convenience needs of its
customers.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Moody's Investors Service rated the proposed secured bank loan and
senior subordinated convertible notes of The Pantry, Inc. at Ba3
and B3 and affirmed the existing senior subordinated notes at B3
and the corporate family rating at B1.  Proceeds from the new debt
principally will be used to repay the existing term loan.  The
rating outlook remains stable.

As reported in the Troubled Company Reporter on Nov. 16, 2005
Standard & Poor's Ratings Services affirmed leading convenience
store operator The Pantry Inc.'s 'B+' corporate credit rating and
changed the outlook to positive from stable.  At the same time,
Standard & Poor's assigned its 'BB-' bank loan rating to The
Pantry's proposed $205 million senior secured term loan due 2012
and $125 million revolving credit facility due 2012.  The recovery
rating on the loan is '1', indicating the expectation for full
recovery of principal in the event of payment default.

At the same time, Standard & Poor's assigned its 'B-' rating to
the company's proposed $130 million convertible senior
subordinated debentures due 2012 to be issued under Rule 144A.
Ratings on the company's existing senior subordinated notes were
affirmed at 'B-'.  Proceeds from refinancing transaction will be
used to pay down existing senior secured debt.  Pro forma for the
transaction, the company will have about $798 million of debt
outstanding.


POTLATCH CORP: Can Access Up to $175M from BofA Credit Facility
---------------------------------------------------------------
Potlatch Corporation and three of its wholly owned subsidiaries:

   * Potlatch Holdings, Inc.;
   * Potlatch Operating Company; and
   * Potlatch Forest Products Corporation

entered into an Amended and Restated Credit Agreement with Bank of
America, N.A.

Pursuant to the terms of the Credit Facility, the Borrowers and
the Lenders amended and restated the Credit Facility to, among
other things:

   -- add Potlatch Holdings, Inc., Potlatch Operating Company and
      Potlatch Forest Products Corporation as borrowers;

   -- increase the aggregate principal amount available from
      $125 million to $175 million, with a maximum aggregate
      amount available, if necessary, of $250 million; and

   -- provide for a three-year term with an option for a fourth
      year.

A full-text copy of the Amended and Restated Credit Agreement is
available for free at http://ResearchArchives.com/t/s?411

Potlatch Corporation -- http://www.potlatchcorp.com/-- owns and
manages approximately 1.5 million acres of timberlands and
operates 13 manufacturing facilities.  The Company's timberland
and all of its manufacturing facilities are located within the
continental United States, primarily in Arkansas, Idaho, Minnesota
and Nevada.  The Company is engaged principally in growing and
harvesting timber and converting wood fiber into two broad product
lines: (a) commodity wood products; and (b) bleached pulp
products.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on forest products company Potlatch Corp. to 'BB' from
'BB+'.  At the same time, Potlatch's unsecured debt rating was
lowered to 'BB' from 'BB+' and its subordinated debt rating was
lowered to 'B+' from 'BB-'.  All ratings were removed from
CreditWatch where they were placed with negative implications on
Sept. 20, 2005.  The outlook is stable.

As reported in the Troubled Company Reporter on Oct. 27, 2005,
Moody's Investors Service affirmed Potlatch Corporation's Ba1
senior unsecured and Ba2 senior subordinated debt ratings.

Ratings affirmed:

   * Corporate family rating: Ba1
   * Senior unsecured notes and debentures: Ba1
   * 10.00% senior subordinated notes due 2011: Ba2

Outlook: Stable

As reported in the Troubled Company Reporter on Oct. 24, 2005,
Fitch Ratings has affirmed Potlatch Corporation's senior unsecured
ratings and issuer default rating at 'BB+' and the company's
senior subordinated rating at 'BB'.  The Potlatch Rating Outlook
remains Stable.


PRICE OIL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Price Oil, Inc.
             4566 Highway 20 East, Suite 206
             Niceville, Florida 32578

Bankruptcy Case No.: 05-34286

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Armstrong Properties, LLC                  05-34288
      Lion's Pride Properties, LLC               05-34289
      Roadmaster Food Stores, LLC                05-34290
      Roadmaster One, LLC                        05-34291
      Torque Transportation, LLC                 05-34292

Type of Business: The Debtor supplies gasoline fuel to convenience
                  store owners and operators throughout Alabama
                  and Florida panhandle.  The Debtor also owns,
                  operates and lease multiple convenience stores.

Chapter 11 Petition Date: December 22, 2005

Court: Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams Jr.

Debtors' Counsel: M. Leesa Booth, Esq.
                  Bradley, Arant, Rose & White
                  1819 Fifth Avenue North
                  One Federal Place
                  Birmingham, AL 35203
                  Tel: (205) 251-8180

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Price Oil, Inc.               $10 Million to     $10 Million to
                              $50 Million        $50 Million

Armstrong Properties, LLC     $1 Million to      $10 Million to
                              $10 Million        $50 Million

Lion's Pride Properties,      $1 Million to      $1 Million to
LLC                           $10 Million        $10 Million

Roadmaster Food Stores, LLC   $0 to $50,000      $0 to $50,000

Roadmaster One, LLC           $0 to $50,000      $100,000 to
                                                 $500,000

Torque Transportation, LLC    $0 to $50,000      $100,000 to
                                                 $500,000

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
ExxonMobil Oil Corporation    Fuel Supplier           $1,336,039
3225 Gallows Road
Fairfax, VA 22037

CITGO Petroleum Corp.         Fuel Supplier           $1,332,600
One Warren Place
Box 3758
Tulsa, OK 74102

Marathon Oil Corp.            Fuel Supplier           $1,303,784
Corporate Headquarters
5555 San Felipe Road
Houston, TX 77056

Motiva Enterprises, LLC       Fuel Supplier             $917,596
12700 Northborough Drive
Houston, TX 77067

BP Products North America     Fuel Supplier             $426,840
Inc.
581 Torch Parkway, Ste. 300
Warrenville, IL 60555

Patriot Capital               Equipment Lessor          $224,223

Murphy Oil                    Fuel Supplier/Carrier     $208,962

Hunt Refining                 Fuel Supplier             $174,949

Petrey                        Trade Vendor              $117,884

Coca-Cola Bottling Co., Ltd.  Trade Vendor               $43,331

Federated Insurance           Insurance Vendor           $30,369

McKenzie Oil Co., Inc.        Fuel Supplier              $24,680

Koch/Flint Hills              Trade Vendor               $23,101

Kelley Foods of Alabama       Trade Vendor               $20,018

Hall & Hunt Enterprises, LLC  Trade Vendor               $17,295

Chapman Canopy, Inc.          Equipment Lessor           $14,625

The Mitchell Company          Real Property Lessor       $14,317

SPS Service, Inc.             Trade Vendor               $14,057

Gulf Distributing             Trade Vendor               $13,990

Bama Budweiser                Trade Vendor               $13,462


QUALITY TOOL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Quality Tool & Gage, Inc.
        751 South O Street
        Richmond, Indiana 47374

Bankruptcy Case No.: 05-33472

Type of Business: The Debtor manufactures specialty machinery,
                  gauges, tools, and dies.

Chapter 11 Petition Date: December 28, 2005

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Eric C. Redman, Esq.
                  Bator, Redman, Bruner, Shive & Ludwig, P.C.
                  445 North Pennsylvania Street, Suite 500
                  Indianapolis, Indiana 46204
                  Tel: (317) 472-9981

Total Assets: $2,775,428

Total Debts:  $2,989,455

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
City of Richmond              Loan                      $225,000
Finance Department
50 North 5th Street
Richmond, IN 47374

Mosey Mfg. Plt.               Outside machining          $90,000
262 Fort Wayne Avenue
Richmond, IN 47374

Manpower of Richmond A500     Lawsuit - for              $50,000
500 East Main Street          services provided
Richmond, IN 47374

Haggard & Stocking            End mills                  $49,146

TriState Resistance Welding   Services/goods             $34,695

Valenite Inc.                 Tooling                    $29,702

Vectren Enerby - 7            Electric bill              $29,382

Oberle & Assoc. A500          Rigging                    $28,972

Makino                        Repairs                    $26,194

Osha                          Fines                      $19,000

Brady Ware & Schoenfeld       Accounting services        $15,389
                              rendered

Linde Gas LLC                 Propane gas                $12,939

Rockwell Automation           Lawsuit - collection        $9,849
                              for collection
                              services & goods
                              provided

MBNA America                  Charge account              $9,437

Dolen Tool Sales A500         Lawsuit - for               $8,720
                              services/goods
                              provided

Blue Ash Industrial Supply    Goods/services              $7,987
                              provided

Seybold Company               Floor cleaner               $7,364

Siemens Energy & Automation   Repair parts                $7,297

Sunoco Credit Card            Gas                         $7,047

Kingsbury Corporation         Repair parts                $7,022


QUEBECOR MEDIA: Gets Enough Consents to Amend Sr. Note Indentures
-----------------------------------------------------------------
Quebecor Media Inc. received the requisite consents under the
respective indentures governing its outstanding:

   -- 11-1/8% Senior Notes due July 15, 2011; and
   -- 13-3/4% Senior Discount Notes due July 15, 2011,

as of the consent deadline of 5:00 p.m., New York City time, on
Dec. 30, 2005.

The tender offers and consent solicitations are being made upon
the terms, and subject to the conditions, set forth in the Offer
to Purchase and Consent Solicitation Statement dated Dec. 16,
2005, and the related Letter of Transmittal, which more fully set
forth the terms of the tender offers and consent solicitations.

As part of the tender offers and consent solicitations, Quebecor
Media was soliciting consents to amend the respective indentures
governing the Notes which would, among other things, eliminate
substantially all of the restrictive covenants and certain events
of default.  Supplemental indentures giving effect to the
amendments have been executed by Quebecor Media and the Trustee
under the respective indentures.  The amendments contained in the
supplemental indentures, however, will not become effective until
the Notes tendered have been accepted for purchase by Quebecor
Media.

The withdrawal deadline prior to which Notes tendered could be
validly withdrawn has expired.  The completion of the tender
offers and consent solicitations is subject to the conditions set
forth in the Offer to Purchase, including Quebecor Media obtaining
the financing necessary to fund the tender offers.

Quebecor Media has engaged Citigroup Corporate and Investment
Banking as dealer manager for the tender offers and solicitation
agent for the consent solicitations.  Questions regarding the
tender offers and consent solicitations may be directed to
Citigroup at (800) 558-3745 or (212) 723-6106.  Requests for
documentation should be directed to Global Bondholder Services
Corporation, the Information Agent and the Depositary for the
tender offers and consent solicitations, at (866) 470-4300 (toll
free) or at (212) 430-3774 (collect).

This announcement is for informational purposes only and is not an
offer to purchase, a solicitation of an offer to purchase or a
solicitation of a consent with respect to any of the Notes. The
tender offers are being made solely by means of the Offer to
Purchase.

Quebecor Media Inc., a company incorporated in Canada under the
Companies Act, is one of Canada's largest media companies.  Its
principal lines of business are cable, newspaper publishing,
television broadcasting, business telecommunications, book,
magazine and video retailing and publishing, distribution and
music recording, and new media services.

Quebecor Media Inc.'s 11-1/8 Senior Notes due 2011 carry Moody's
Investors Service's B2 rating and Standard & Poor's B rating.


REMEDIATION FIN'L: Gets Continued DIP Financing from SunCal
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave
Remediation Financial, Inc., Santa Clarita, LLC, and Bermite
Recovery, LLC, three of the Debtors in the jointly administered
chapter 11 proceedings of RFI Realty, Inc., and its debtor-
affiliates permission to:

   a) obtain continued post-petition secured financing from SunCal
      Santa Clarita L.L.C., as assignee of the rights and
      obligations of Bermite Recovery LLC's previous DIP lender,
      Lewis Soledad Canyon L.L.C.; and

   b) obtain an advance of $500,000 to pay for approved
      administrative expenses pursuant to Sections 105(a), 362 and
      364(d) of the Bankruptcy Code; and

   c) extend until Dec. 31, 2006, the maturity date of the
      financing commitment from First Credit Bank.

            Post-Petition Financing of Bermite Recovery

On Jan. 10, 2005, the Court authorized Bermite Recovery to obtain
interim financing from First Credit Bank secured by the property
of Santa Clarita and authorized its extension until Dec. 31, 2005,
and the payment of an extension fee.  As of Dec. 31, 2005, the
interest and loan fee due under that financing is $52,445 and the
extension fee is $35,000.

On Jan. 10, 2005, the Court permitted Bermite to obtain a
financing facility from Lewis Soledad.  On Nov. 15, 2005, Debtors
executed the Consent to an Assignment Agreement from Lewis to
SunCal.

Pursuant to the Assignment Agreement, SunCal acquired Lewis'
rights, privileges and obligations under its post-petition
Financing Agreement with Bermite, including its rights, privileges
and obligations under the Court's Financing Order.  As of Dec. 1,
2005, advances to Bermite Recovery under the Bermite Financing
Facility have totaled $1,875,000.

      Continued DIP Financing & Extension of FCB Credit Line

The Court authorizes the continued funding of the amended Bermite
Financing Facility at the rate of $125,000 per month.  The Debtors
are authorized to obtain an advance of $500,000 from Suncal under
the Financing Facility to pay for their administrative and
financing costs and to pay the $52,445 interest and loan fee and
$35,000 extension fee due under the FCB Credit Line.

The Court also authorizes the FCB Credit Line's extension until
Dec. 31, 2006.  FCB has consented to the Credit Line's maturity
extension.

Headquartered in Phoenix, Arizona, Remediation Financial, Inc. is
a real estate developer.  Remediation Financial, Inc., and Santa
Clarita, L.L.C. filed for chapter 11 protection on July 7, 2004
(Bankr. D. Ariz. Case No. 04-11910).  RFI Realty, Inc., filed on
June 15, 2004 (Bankr. D. Ariz. Case No. 04-10486) and Bermite
Recovery, L.L.C., filed on September 30, 2004 (Bankr. D. Ariz.
Case No. 04-17294).  Alisa C. Lacey, Esq., at Stinson Morrison
Hecker LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed estimated assets of more than $100 million and estimated
debts of $10 million to $50 million.


REMY INTERNATIONAL: S&P Junks Rating on $125 Million Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' bank loan
rating and a recovery rating of '1' to Remy International Inc.'s
recently issued $80 million first-lien senior secured term loan
due June 2008.  At the same time, Standard & Poor's lowered its
rating on the company's $125 million second-priority senior
secured floating rate notes to 'CCC-' and lowered its recovery
rating to '4' from '3'.  The remaining ratings on the company were
affirmed, including the 'CCC+' corporate credit rating.  The
outlook is negative.

Anderson, Indiana-based Remy is a large manufacturer and
remanufacturer of aftermarket and original equipment electrical
components (primarily starter motors and alternators) and
aftermarket powertrain components for heavy- and light-duty
trucks.  Citigroup Venture Capital Equity Partners L.P. controls
privately held Remy, which had pro forma $714 million of total
balance sheet debt at Sept. 30, 2005.

"The $80 million term loan improves Remy's near-term liquidity
because availability increased on the company's revolving credit
facility following the use of proceeds to pay down much of the
existing revolving credit facility balance," said Standard &
Poor's credit analyst Nancy Messer.  However, the company's credit
measures will worsen because of increased leverage and higher
interest expense.  Remy's existing senior secured credit facility
was amended to enable the issuance of the $80 million term loan.
The term loan is rated the same as the existing revolving facility
because we expect the company's enterprise value in a default
scenario to allow for full recovery of principal of both the term
loan and revolving credit facility.  The lower rating on the
second-priority debt reflects the reduced value available to these
lenders because of the higher amount of first-priority borrowings.

The $240 million, first-priority asset-based revolving credit
facility is rated 'B-', one notch above the company's corporate
credit rating, with a recovery rating of '1'.  This indicates a
high expectation of full recovery of principal in the event of
payment default or bankruptcy, based on an assessment of the
company's enterprise value.  The first-priority facility ranks
senior to Remy's other debt and liabilities, including:

    * $125 million of floating-rate second-priority senior secured
      notes,

    * $145 million of senior unsecured notes,

    * $150 million of senior subordinated notes, and

    * $165 million of senior subordinated notes.

The ratings could be lowered if the company's liquidity worsens,
specifically if Remy relies more on its revolving credit facility
to support operations or if its receivables factoring becomes
unavailable.  Soft demand in the automotive original equipment
manufacturer market or a fall-off in demand in the commercial
vehicle market could augur further EBITDA weakness.  So could a
delay in gains from the company's ongoing restructuring efforts,
which are expected to reinvigorate profitability and cash flow. A
prolonged weakness in the electrical aftermarket or further
unforeseen operating or market challenges could also lead to
weaker EBITDA.

The outlook could be revised to stable, however, if management's
efforts to rationalize operations allow the company to permanently
stabilize earnings, reduce the effect of volatile market demand,
and generate enough cash flow for debt refinancing, as the company
faces a material debt maturity in two years.


RURAL/METRO: Lenders Okay Use of Cash & Proceeds to Buy Back Notes
------------------------------------------------------------------
Rural/Metro Corporation's subsidiary, Rural/Metro Operating
Company LLC, entered into Amendment No. 2 to the March 4, 2005,
Credit Agreement with:

   * Citibank, N.A.;
   * Citicorp North America, Inc.;
   * JPMorgan Chase Bank, N.A.;
   * Citigroup Global Markets Inc.; and
   * J.P. Morgan Securities Inc.

The Amendment provides additional flexibility to the Company under
the Credit Agreement's restrictive covenants by permitting the
Company to use the net proceeds of any equity issuance to
repurchase its 12-3/4% Senior Discount Notes due 2016 or the
9-7/8% Senior Subordinated Notes due 2015 issued by Rural/Metro
LLC and its subsidiary, Rural/Metro (Delaware) Inc.

Under the amended Credit Agreement, the Company may use up to
$10 million of cash on hand to purchase its discount notes if all
the outstanding discount notes are being repurchased.  Following a
redemption of its discount notes, the Company's total leverage
ratio may not exceed 4.0 to 1.0.

The Amendment also modifies the existing covenant regarding
permitted acquisitions by increasing the aggregate cap for
acquisitions to $40 million and the per acquisition cap to
$10 million, subject to an exception to allow the Company
flexibility to exercise an existing option to acquire an entity in
Las Vegas, Nevada within the next two years.  The purchase option,
which first becomes exercisable in 2006, has been held by the
Company since 2000.  Due to the extended exercise date, the
Company has not commenced formally evaluating the desirability of
the acquisition transaction.

The Amendment also modifies certain other Credit Agreement
covenants, including by increasing the level of permitted annual
capital expenditures.

A full-text copy of Amendment No. 2 is available for free at
http://ResearchArchives.com/t/s?412

Rural/Metro Corporation -- http://www.ruralmetro.com/-- provides
emergency and non-emergency medical transportation, fire
protection, and other safety services in 23 states and
approximately 365 communities throughout the United States.

At Sept. 30, 2005, Rural/Metro's balance sheet showed a
$94,487,000 stockholders' deficit, compared to a $98,643,000
deficit at June 30, 2005.


SACO I: Fitch Rates $9.6 Million Certificates at BB+
----------------------------------------------------
SACO I Trust mortgage-backed certificates, series 2005-10, are
rated by Fitch Ratings as:

Group 1:

    -$284.64 million class I-A 'AAA';
    -$5.59 million class I-M 'A-';
    -$7.62 million class I-B-1 'BBB+';
    -$5.42 million class I-B-2 'BBB';
    -$4.74 million class I-B-3 'BBB-';
    -$5.42 million privately offered class I-B-4 'BB+'.

Group 2:

    -$194.45 million class II-A 'AAA';
    -$15.84 million class II-M-1 'AA+';
    -$14.69 million class II-M-2 'AA';
    -$6.34 million class II-M-3 'AA-';
    -$9.07 million class II-M-4 'A+';
    -$6.48 million class II-M-5 'A';
    -$4.90 million class II-M-6 'A-';
    -$6.05 million class II-B-1 'BBB+';
    -$4.18 million class II-B-2 'BBB';
    -$4.03 million class II-B-3 'BBB-';
    -$4.18 million privately offered class II-B-4 'BB+'.

The mortgage loans consist of fixed-rate, conventional, closed-end
subprime and Alt-A mortgage loans that are secured by second liens
on one- to four-family residential properties.

The 'AAA' rating on the senior certificates for Group 1 reflects
the 15.95% credit enhancement provided by the 1.65% class I-M-1,
2.25% class I-B-1, 1.60% class I-B-2, 1.40% class I-B-3, and 1.60%
privately held class I-B-4, as well as 7.45% target over-
collateralization.

The 'AAA' rating on the senior certificates for Group 2 reflects
the 32.50% credit enhancement provided by the 5.50% class II-M-1,
5.10% class II-M-2, 2.20% class II-M-3, 3.15% class II-M-4, 2.25%
class II-M-5, 1.70% class II-M-6, 2.10% class II-B-1, 1.45% class
II-B-2, 1.40% class II-B-3, and 1.45% privately held class II-B-4,
as well as 6.20% target OC.

Credit enhancement for the 'AAA' class I-A certificate reflects
the certificate insurance policies issued by Ambac, whose claims
paying ability is rated 'AAA' by Fitch, monthly excess interest,
and overcollateralization, which is created by the application of
excess interest to pay down the class I-A certificate.  Fitch's
analysis indicates that the above credit enhancement will be
adequate to support mortgagor defaults as well as bankruptcy,
fraud and special hazard losses in limited amounts.  The ratings
also reflect the quality of the mortgage collateral, strength of
the legal and financial structures, and EMC Mortgage Corporation's
servicing capabilities as servicer.

As of the cut-off date, the mortgage loans in Group 1 have an
aggregate balance of $338,655,417.  The weighted average mortgage
rate is approximately 10.789% and the weighted average remaining
term to maturity is 250 months.  The average cut-off date
principal balance of the mortgage loans is $45,010. The weighted
average original loan-to-value ratio is 97.36%.  The properties
are primarily located in California (14.09%), Florida (10.07%),
Georgia (7.81%), Arizona (7.36%), and Minnesota (6.39%).

As of the cut-off date, the mortgage loans in Group 2 have an
aggregate balance of $288,075,683.  The weighted average mortgage
rate is approximately 11.585% and the weighted average remaining
term to maturity is 284 months.  The average cut-off date
principal balance of the mortgage loans is $51,005. The weighted
average OLTV is 97.61%.  The properties are primarily located in
California (17.11%), Florida (10.79%), Arizona (9.31%), Georgia
(9.24%), and Virginia (7.78%).

The principal originator of the mortgage loans is SouthStar
Funding LLC, with respect to 26.56% of the loans.  The remainder
of the loans were originated by various originators.


SAINT VINCENTS: Can Access $350 Million GECC Replacement Financing
------------------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York authorizes Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates to
obtain up to $350,000,000 senior secured postpetition replacement
financing pursuant to a DIP Credit Agreement with General Electric
Capital Corporation, as Agent, Letter of Credit Issuer and Lender;
other financial institutions, as Lenders; and GE Capital Markets,
Inc., as Sole Lead Arranger and Sole Bookrunner.

The DIP Loan is comprised of a $275,000,000 Term Loan and a
$75,000,000 Revolving Credit Facility, including a $5,000,000
letter of credit sub-facility and $5,000,000 for a post-default
Carve-Out.

The Debtors are authorized and directed to pay all principal,
interest, fees, costs and other expenses as provided in the GE
Capital DIP Agreement.

The GE Capital DIP Facility is expected to close December 30,
2005.  At the Closing, the Debtors will pay the DIP Lender
Parties' professional fees and expenses in an amount not to
exceed $300,000.

GE Capital's commitment to provide DIP financing will terminate
on the first to occur of:

   (a) December 2007, or at a later date as may be agreed by the
       Parties;

   (b) the date of termination of the Lenders' obligations to
       make Advances and to incur Letter of Credit Obligations or
       permit existing Loans to remain outstanding;

   (c) the date of (i) indefeasible prepayment in full by the
       Debtors of the Loans, (ii) the cancellation and return of
       all L/Cs or the cash collateralization or, with the
       consent of GE Capital in each instance, the backing with
       standby letters of credit acceptable to GE Capital, of all
       L/C Obligations pursuant to and in the amounts agreed by
       the Parties, and (iii) the permanent reduction of the
       Commitments to zero dollars;

   (d) the close of business on the first Business Day after the
       entry of the GE Capital DIP Order, if by that time the
       Debtors have not paid GE Capital the fees required under
       the GE Capital Fee Letter, unless the DIP Lender Parties
       otherwise agree in writing;

   (e) the date a plan of reorganization is confirmed in the
       Chapter 11 case that does not provide for the payment in
       full of all amounts owed to the DIP Lender Parties on the
       effective date of the plan;

   (f) the date of the closing of a sale of all or substantially
       all of any of the Debtors' assets under Section 363 of
       the Bankruptcy Code, a confirmed plan of reorganization,
       or a liquidation pursuant to Chapter 7 of the Bankruptcy
       Code; and

   (g) the effective date of a plan of reorganization in the
       Debtors' Chapter 11 cases.

All of the Debtors' Obligations under the GE Capital DIP Loan
Documents will constitute joint and several allowed claims with
superpriority over any and all administrative expenses,
diminution claims and all other claims against the Debtors.

               Debtors Will Repay HFG & DASNY Loans

The Debtors obtained authority to repay in full all obligations
under the HFG HealthCo-4 LLC DIP Facility, estimated to be
approximately $40,000,000 to $45,000,000 by mid-December 2005.

The Debtors will also repay in full all obligations to the
Dormitory Authority of the State of New York, including the
DASNY prepetition secured debt, the DASNY DIP Loan and Associated
Costs, aggregating approximately $135,000,000, in accordance with
the terms of a stipulation, dated December 19, 2005, between the
Debtors and the DASNY.

Judge Beatty also approves a Settlement and Consent Agreement
entered into by the Debtors and the Creditors Committee in
exchange for the Committee's consent to the GE Capital DIP
Financing.  The terms of the Settlement were summarily described
by the Debtors' counsel on the record of the hearing held on
December 14, 2005.

            Primed Creditors Are Adequately Protected

The Court finds that the value of the Collateral substantially
exceeds the value of the Liens, the Senior Permitted Liens and
all other liens and interests in the Collateral.  Pursuant to
Section 361 of the Bankruptcy Code, the existence of this equity
cushion adequately protects Primed Creditors that may hold
binding, valid and fully perfected liens and interests in the
Collateral.

The Superpriority Claim granted to Commerce Bank, N.A., pursuant
to the Commerce DIP Financing will be immediately junior to the
first $100,000,000 of any Superpriority Claim of the DIP Lender
Parties, and thereafter the Superpriority Claim of Commerce and
the Superpriority Claims of the DIP Lender Parties will be pari
passu.

The Liens of the DIP Lender Parties will not be senior to (i) the
liens and other interests in the Collateral of the City of New
York, (ii) any future New York City valid statutory liens that
may attach to the Collateral under Section 11-301 of the New York
City Administrative Code, and (iii) any future valid Liens
imposed that are permitted by the DIP Lender Parties to be senior
in accordance with the GE Capital DIP Loan Documents.

Any claims or set-off rights of NY Dialysis Services, Inc., or
any of its affiliates or subsidiaries against the Debtors
pursuant to an Acute Nephrology Services Agreement, dated as of
January 2003, and an Employee Leasing Agreement, dated as of
January 2003, under common law and Section 553 of the Bankruptcy
Code, and NYDS' security interest with respect to any set-off
amounts under Section 506(a)(1) are preserved in full.  To the
extent allowed by further Court order, the claims and interests
of NYDS will be senior to the Liens and Claims granted to the DIP
Lender Parties.  The Debtors, the Creditors Committee and the DIP
Lender Parties reserve whatever rights each of them may have with
respect to NYDS' claims and interests.

                          DIP Collateral

Judge Beatty clarifies that the DIP Collateral will not include
any rights, title or interests in pledged securities, funds and
other assets in Account Nos. 66C-00127, 66C-00128 and 66C-00129
held at HSBC Securities (USA) Inc., which secures obligations of
the Debtors and St. Jerome's Health Services Corporation, doing
business as Holy Family Home Brooklyn, as set forth in a
stipulation, dated August 23, 2005, among the Debtors, St.
Jerome's and HSBC Bank USA, National Association.

In addition, the Collateral will not include (i) any actions or
claims under Chapter 5 of the Bankruptcy Code and any proceeds
and recoveries, and (ii) the Reimbursements to the New York State
Department of Health.

Moreover, the Collateral will not include any rights, title or
interests of any lessors or sublessors in and to the leases,
subleases, secured financings and leased and personal property
and equipment, even if the leases or the subleases with respect
to the personal property and equipment are recharacterized as
secured financings.

However, the Collateral will include, and the Liens of the DIP
Lender Parties will apply and attach to, any rights, title or
interests of the Debtors in and to the leases, subleases, and
financing agreements and in and to the personal property and
equipment, including, without limitation, any leasehold interests
and any purchase or other options under the leases, subleases and
financing agreements.

A schedule of the Leases and Interests is available for free at:

      http://bankrupt.com/misc/svcmc_892_exh_d.pdf

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Gets Open-Ended Deadline to Decide on Leases
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extends the time within which the Debtors Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates may assume
or reject non-residential real property leases to and including
the date confirming a plan of reorganization for the Debtors,
subject to these exceptions:

   (1) With respect to Primary Care Development Corporation and
       the lease in connection with the St. Dominic Facility, the
       Debtors' time to assume or reject the lease is extended
       through and including February 28, 2006; and

   (2) With respect to the RJ Archer Realty LLC Lease, the
       Debtors will inform RJ Archer of their intentions with
       respect to the renewal, assumption or rejection of the
       Lease on or before April 30, 2006.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, represent the Debtors in their restructuring efforts.
As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 18; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SAINT VINCENTS: Kennedy Marro Wants Stay Lifted to Pursue Action
----------------------------------------------------------------
Kennedy Marro relates that, while he was a patient at Saint
Vincent Catholic Medical Centers, he suffered injuries from
medical and surgical care rendered including without limitation
blindness and quadriplegia.

Accordingly, on Dec. 31, 1996, Mr. Marro commenced a personal
injury suit against SVCMC in the New York State Supreme Court in
Kings County.

Leslie A. Berkoff, Esq., at Moritt Hock Hamroff & Horowitz LLP,
asserts that SVCMC was covered by primary, secondary, and excess
liability insurance policies at the time Mr. Marro was injured
for up to $100,000,000 per claim and $112,000,000 in the
aggregate.

Mr. Marro agrees to limit his recovery in the pending State Court
Action to proceeds available from SVCMC's insurance coverage, in
the event:

   (a) the Court grants Mr. Marro's request; and

   (b) Mr. Marro's recovery in the pending State Court Action is
       covered by SVCMC's insurance policies.

Mr. Marro's request should be granted since any sum he recovers
will be paid by the Debtors' insurance, Ms. Berkoff asserts.

In the event that Mr. Marro's claim is not covered by the
Debtors' insurance policies, Mr. Marro reserves the right to
proceed against the Debtors.

Ms. Berkoff contends that just as the Debtors permitted to lift
the automatic stay with respect to two other prepetition medical
malpractice claimants, permitting Mr. Marro's state court
personal injury claim to proceed is also proper.

                         Debtors Respond

The Debtors ask the Court to adjourn the hearing on Mr. Marro's
request to January 17, 2006.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors have presented to the Court a
preliminary methodology to address requests to lift the
bankruptcy stay and the universe of medical malpractice claims.

The Debtors want to permit parties-in-interest the opportunity to
consider the most effective and efficient means to liquidate
malpractice claims and to provide medical malpractice claimants
to comment on the Debtors' proposed methodology.

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


SOUTHERN UNION: Declares $0.40 Per Share Common Stock Dividend
--------------------------------------------------------------
Southern Union Company's (NYSE: SUG) board of directors approved
the payment of an annual cash dividend of $.40 per share.  The
cash dividend replaces the company's historic practice of issuing
an annual 5 percent stock dividend.  The dividend is expected to
be declared and paid on a quarterly basis beginning at the end of
the first quarter of 2006.

George L. Lindemann, chairman, president and chief executive
officer of Southern Union Company, said, "After 12 consecutive
years of issuing our annual stock dividend, we are very pleased to
announce that the board has decided to adopt a change in policy
and begin issuing a cash dividend in 2006.  The move to a cash
dividend is evidence of the board's confidence in the growth and
sustainability of the company's future earnings and cash flows."

Southern Union also reported that Allan D. Scherer was elected to
its board of directors on Dec. 21 and will serve until Southern
Union's 2006 annual meeting of shareholders.

"We welcome Allan to our company and to our board.  His knowledge
and business experience will be very beneficial to our
shareholders," Mr. Lindemann said.

Mr. Scherer is a private investor in real estate, oil and gas.
From 1978 to 1987 he was vice president of the Palm Beach Polo &
Country Club, a 2,000-acre real estate and equestrian development
in West Palm Beach, Fla.   Mr. Scherer was a consultant to Gulf &
Western Corporation in its development of the Casa de Campo resort
in the Dominican Republic from 1973 to 1978 and was president and
CEO of privately held McGrath-Shank Company, developers of the
Belmont Shore and Alamitos Bay properties in Southern California,
from 1955 to 1973.

Mr. Scherer earned a bachelor of arts degree in economics from
Stanford University in 1953 and an MBA from Stanford School of
Business in 1955.

Southern Union Company -- http://www.southernunionco.com/-- is
engaged primarily in the transportation, storage and distribution
of natural gas.  Through Panhandle Energy, the Company owns and
operates 100% of Panhandle Eastern Pipe Line Company, Trunkline
Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage
Company and Trunkline LNG Company - one of North America's largest
liquefied natural gas import terminals.  Through CCE Holdings,
LLC, Southern Union also owns a 50 percent interest in and
operates the CrossCountry Energy pipelines, which include 100
percent of Transwestern Pipeline Company and 50 percent of Citrus
Corp.  Citrus Corp. owns 100 percent of the Florida Gas
Transmission pipeline system.  Southern Union's pipeline interests
operate approximately 18,000 miles of interstate pipelines that
transport natural gas from the San Juan, Anadarko and Permian
Basins, the Rockies, the Gulf of Mexico, Mobile Bay, South Texas
and the Panhandle regions of Texas and Oklahoma to major markets
in the Southeast, West, Midwest and Great Lakes region.
Through its local distribution companies, Missouri Gas Energy, PG
Energy and New England Gas Company, Southern Union also serves
approximately one million natural gas end-user customers in
Missouri, Pennsylvania, Rhode Island and Massachusetts.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 22, 2005,
Moody's Investors Service placed under review for possible
downgrade the Baa3/negative outlook senior unsecured debt ratings
of Southern Union Company (SUG) and its transportation and storage
subsidiary, Panhandle Eastern Pipe Line Company, LLC, following
SUG's announcement to acquire Sid Richardson Energy Services Co.,
a gas gathering and processing company based in Fort Worth, Texas,
for $1.6 billion.

Ratings of SUG under Review are:

  Southern Union Company:

    -- Baa3 senior unsecured debt
    -- Baa3 senior implied ratings

  Southern Union Company:

    -- Ba2 non-cum. perpetual preferred securities

  Panhandle Eastern Pipe Line Company, LLC:

    -- Baa3 senior unsecured debt.


SPIEGEL INC: Court Closes 19 Debtor-Affiliates' Chapter 11 Cases
----------------------------------------------------------------
Pursuant to Section 350(a) of the Bankruptcy Code and Rule 3022
of the Federal Rules of Bankruptcy Procedure, the Hon. Burton R.
Lifland of the U.S. Bankruptcy Court for the Southern District of
New York closes the Chapter 11 cases of 19 Debtors:

       Debtor                                    Case Number
       ------                                    -----------
       Newport News, Inc.                          03-11539
       Spiegel Catalog, Inc.                       03-11541
       Spiegel Publishing Co.                      03-11542
       Ultimate Outlet Inc.                        03-11543
       Spiegel Catalog Services, LLC               03-11544
       Spiegel Marketing Corp.                     03-11545
       Spiegel Management Group, Inc.              03-11546
       Eddie Bauer, Inc.                           03-11547
       Eddie Bauer Diversified Sales, LLC          03-11548
       Eddie Bauer International Development, LLC  03-11549
       Eddie Bauer Services, LLC                   03-11550
       Eddie Bauer of Canada, Inc.                 03-11551
       Newport News Services, LLC                  03-11552
       New Hampton Realty Corp.                    03-11553
       Distribution Fulfillment Services Inc.      03-11554
       Spiegel Group Teleservices Inc.             03-11555
       Spiegel Group Teleservices-Canada Inc.      03-11556
       Retailer Financial Products                 03-11557
       Gemini Credit Services, Inc.                03-11558

As the result of the substantive consolidation of the Debtors'
Chapter 11 cases, the Spiegel Creditor Trust and the Reorganized
Debtors will continue to resolve all claims, motions, contested
matters, and adversary proceedings pending in the Closing
Debtors' chapter 11 cases, through the administration of the
Spiegel, Inc., chapter 11 case.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling, represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
$1,706,761,176 in debts.  The Court confirmed the Debtors'
Modified First Amended Joint Plan of Reorganization on May 23,
2005.  Impaired creditors overwhelmingly voted to accept the Plan.
(Spiegel Bankruptcy News, Issue No. 55; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


SYMBOLLON PHARMACEUTICALS: Rehiring Executives After Resignations
-----------------------------------------------------------------
Symbollon Pharmaceuticals, Inc. (OTC BB: SYMBA) disclosed that
Paul C. Desjourdy, its Chief Executive Officer, Chief Financial
Officer and President, and Jack H. Kessler, its Chief Scientific
Officer, have resigned from their employment with the Company
effective immediately.

The decision of both officers to tender their resignations was
based on their current contractual relationship with the Company.
Pursuant to the Company's executive loan program in January 2001
each executive exercised certain stock options by borrowing the
necessary funds from the Company.  These loans were payable on
Dec. 31, 2005.

Under certain conditions if the executives terminate employment
prior to Dec. 31, 2005, then the sole recourse for payment of the
loans would be the return of the stock to the Company which was
received by the executives upon exercise of the stock options
funded by the loans.  In order to invoke this repayment provision,
the executives have resigned effective Dec. 31, 2005.

"Given the current financial situation of the Company, the Board
of Directors felt that it was not appropriate to utilize the
resources of the Company to assist the executive officers in the
repayment of these loans," stated Richard Maradie, the Chairman of
the Compensation Committee of Symbollon.  "The executives have
decided that it is in their best financial interest to return the
shares of stock pledged in repayment of their loans.
Unfortunately, in order to avail themselves of this repayment
provision, the executives had to terminate their employment prior
to year-end.  Effective today, Jan. 3, 2006, the Company intends
to rehire the executives under new employment contracts.  On
behalf of the Board of Directors, we would like to apologize for
any concerns this series of events may cause our stockholders or
other interested parties.  The Board is confident that this series
of events will have no effect on the operations of the Company."

                       Going Concern Doubt

VITALE, CATURANO & COMPANY, LTD., in Boston, Massachusetts,
expressed doubt about Symbollon's ability to continue as a going
concern after auditing the company's 2004 financial statements.
The auditors' report dated March 28, 2005, highlighted concerns
about the company's recurring losses from operations and an
accumulated deficit.

Symbollon Pharmaceuticals, Inc. -- http://www.symbollon.com/-- is
a specialty pharmaceutical company focused on the development and
commercialization of proprietary drugs based on its molecular
iodine technology.  Symbollon has initiated a Phase III clinical
trial evaluating IoGen as a potential treatment for moderate to
severe cyclic pain and tenderness  associated with fibrocystic
breast disease.  FBD is a condition that affects about 24 million
women in the U.S., and there are approximately 7 million women
suffering from clinical cyclic mastalgia. The Company believes
IoGen also may be useful in treating and/or preventing
endometriosis, ovarian cysts, and premenopausal breast cancer.


TRM CORP: Has Exclusive Right to Buy Travelex ATM Unit Until April
------------------------------------------------------------------
TRM Corporation (NASDAQ: TRMM) has entered into an agreement that
provides for the renegotiation of the terms of its purchase of the
United Kingdom-based ATM business of Travelex UK Limited.

The business includes the ATM division of Travelex as well as
Travelex ATMs Limited, a joint venture company with Snax 24
Corporation Limited.

A period of exclusivity through April 1, 2006, has been
established for the parties to agree on alternate terms and
conditions of sale, including a revised purchase price.

An option has been granted to TRM to purchase the business,
comprised of over 1,100 primarily full placement ATM units, for
EUR43.4 million (approximately $78 million), on terms intended to
be substantially similar to the Agreements and to be agreed
between the parties, provided notice to exercise the option is
given prior to April 1, 2006.

The parties agree that a sum of o750,000 will be paid to Travelex
and Snax today, January 3, 2006, to be credited against the
purchase price, should the acquisition close on or before
May 2, 2006.  Should the acquisition not close by that time, an
additional payment of EUR750,000 will be made and any remaining
rights or obligations related to the transaction extinguished in
full.

The ATM business that TRM has an option to acquire provides
convenient, on-site cash access at locations predominately based
around fuel stations and convenience stores such as TotalFinaElf,
Snax 24, Texaco and National Car Parks, as well as other sites
including McDonalds and United Cinemas International.  The ATM
portfolio is comprised primarily of long-term customer site
contracts whose locations are averaging approximately 1,000
transactions per month over the last twelve months.

Headquartered in Portland, Oregon, TRM Corporation --
http://www.trm.com/-- is a consumer services company that
provides convenience ATM and photocopying services in high-traffic
consumer environments.  TRM's ATM and copier customer base has
grown to over 35,000 retailers throughout the United States and
over 46,200 locations worldwide, including 6,400 locations across
the United Kingdom and over 4,900 locations in Canada.  TRM
operates one of the largest multi-national ATM networks in the
world, with over 22,000 locations deployed throughout the United
States, Canada, Great Britain, including Northern Ireland and
Germany.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 2, 2005,
Standard & Poor's Ratings Services raised its recovery rating on
TRM Corporation's senior secured bank loan to '3' from '4'.  This
indicates that lenders can expect meaningful recovery of principal
in the event of a payment default or bankruptcy.  The 'B+' bank
loan and corporate credit ratings were affirmed.


TRM CORPORATION: Registers 2.78 Million Common Shares for Resale
----------------------------------------------------------------
TRM Corporation filed a Registration Statement with the Securities
and Exchange Commission to allow the resale of 2,778,375 shares of
common stock.

The Company has not yet disclosed the identities of the selling
securityholders.

The Company will not receive any proceeds from the sale of the
common stock by the selling shareholders.

The Company's common stock is traded on the Nasdaq National Market
under the symbol "TRMM."  The Company's common shares traded
around $15 in early October.  Trading price of the Company's
shares steadily dropped to around $12 in November.  The Company's
stock now trades around $7.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?413

Headquartered in Portland, Oregon, TRM Corporation --
http://www.trm.com/-- is a consumer services company that
provides convenience ATM and photocopying services in high-traffic
consumer environments.  TRM's ATM and copier customer base has
grown to over 35,000 retailers throughout the United States and
over 46,200 locations worldwide, including 6,400 locations across
the United Kingdom and over 4,900 locations in Canada.  TRM
operates one of the largest multi-national ATM networks in the
world, with over 22,000 locations deployed throughout the United
States, Canada, Great Britain, including Northern Ireland and
Germany.

                          *  *  *

As reported in the Troubled Company Reporter on Dec. 2, 2005,
Standard & Poor's Ratings Services raised its recovery rating on
TRM Corporation's senior secured bank loan to '3' from '4'.  This
indicates that lenders can expect meaningful recovery of principal
in the event of a payment default or bankruptcy.  The 'B+' bank
loan and corporate credit ratings were affirmed.


UAL CORP: Wants Court to Approve Settlements on TIA Claims
----------------------------------------------------------
Before the Petition Date, UAL Corporation and its debtor-
affiliates entered into leveraged lease financing arrangements
relating to certain aircraft in their fleet.  Keybank NA, Viacom,
Inc., SunAmerica Life Insurance Company, Wilmington Trust Company,
and Public Resource Services Corporation were owner participants
under the Financing Transactions.

Rebecca O. Fruchtman, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that the owner participants filed separate
claims against the Debtors for amounts owed pursuant to a tax
indemnity agreement under a Financing Transaction related to a
certain aircraft:

                Owner
     Date       Participant   Claim No.      Amount    Aircraft
     ----       -----------   ---------      -------   --------
  May 12, 2003  Keybank         38492    $17,389,628    N911UA
  May 8, 2003   SunAmerica      33122    127,847,360    N172UA
  May 9, 2003   Wilmington      35340     44,235,472    N538UA
                                42053     44,235,472    N539UA
  May 12, 2003  PSRC            33122     37,615,221    N654UA
  May 12, 2003  Viacom          38936     13,275,030    N358UA
                                38938     13,275,030    N359UA
                                38939     15,195,978    N360UA
                                38940     15,195,978    N361UA
                                38941     15,472,718    N375UA
                                38942     15,472,718    N376UA
                                38943     15,472,718    N377UA
                                38937     15,472,718    N378UA

The Debtors objected to the Aircraft and Tax Indemnity Claims.
The Debtors asserted that the claims filed by Keybank, Viacom,
SunAmerica, Wilmington, and PRSC, as well as the claims of
numerous other owner participants, are overstated and should be
significantly reduced.

The Debtors modified their objection to additionally argue that
the Claims were contractually barred and duplicative of other
claims asserted by or on behalf of the debtholders in the
Financing Transactions in the Debtors' Chapter 11 cases, and
requested that the claims be disallowed in full.

After extensive arm's-length negotiations, the Debtors reached
both interim and final Settlements with the Claimants.

                    The Interim Settlements

The Debtors reached interim settlements with Keybank and Viacom,
which reduce, but do not allow, the Keybank and Viacom Claims.

The Keybank Settlement provides that:

   (a) the Keybank Claim will be reduced to a $689,055 non-
       priority, unsecured claim -- an approximately 96%
       reduction from the filed amount;

   (b) the TIA Objection is withdrawn as to the Keybank Claim;

   (c) the Debtors reserve their rights to bring a "duplication"
       objection, and that Keybank reserves its rights to defend
       against the objection; and

   (d) unless the Debtors prevail in disallowing all or a portion
       of the Keybank Claim pursuant to a duplication-type
       objection, the Keybank Claim, as reduced, will be allowed
       prior to the closure of the Debtors' Chapter 11
       Cases.

The Viacom Settlement, similarly reduces -- but does not allow --
the Viacom Claims, withdraws the TIA Objection to the Viacom
Claims, and preserves the parties rights with respect to a
duplication-type objection.

Pursuant to the Viacom Settlement, the Viacom Claims are reduced
as:

                             Settled    % Reduction
  Aircraft No.  Claim No.    Amount     From Filed Amount
  ------------  ---------    -------    -----------------
     N358UA       38936    $1,552,277          88%
     N359UA       38938     1,552,277          88%
     N360UA       38939     1,715,911          88%
     N361UA       38940     1,715,911          88%
     N375UA       38941     1,386,455          91%
     N376UA       38942     1,031,579          93%
     N377UA       38943     1,386,455          91%
     N378UA       38937     1,386,455          91%

As the duplication issue remains unresolved, and the Debtors
specifically reserved their rights to do so, the Debtors intend
to proceed with the Amended TIA Objection with respect to the
Keybank Claims and the Viacom Claims at the hearing on the TIA
Objection, Ms. Fruchtman explains.

                     The Final Settlements

The Debtors reached final settlement agreements with SunAmerica,
Wilmington, and PRSC, which resolve the Debtors' TIA Objection as
to those parties.

The SunAmerica, Wilmington, and PRSC Settlements provide that:

   * the SunAmerica Claim will be reduced to $13,281,139, which
     reflects an 89% reduction from the filed amount;

   * the Wilmington Claims will be reduced to $3,500,000, which
     reflects a 92% reduction from the filed amount; and

   * the PRSC Claim will be reduced to $8,000,000, which reflects
     a 78% reduction from the filed amount.

The SunAmerica, Wilmington, and PRSC Claims will be allowed as
general, unsecured claims.  The Debtors' TIA Objection with
respect the Claims will be withdrawn with prejudice.

Ms. Fruchtman notes that while the parties have an agreement in
principle, as confirmed by various correspondence, due to the
short timeframes and holiday schedules, the final agreements are
not currently executed.

                  Settlements Must be Approved

In view of the expense, delay and litigation risk inherent in the
Objections, and considerations relevant for the Debtors'
anticipated early 2006 exit from bankruptcy, entry into
the Settlements is clearly in the best interest of the Debtors'
estates and the Creditors and must be approved, Ms. Fruchtman
asserts.

The interim settlements reduce the Claims by over $120,000,000, a
reduction that will enhance the value of the distributions under
the Debtors' Plan of Reorganization to other unsecured creditors
that would otherwise be diluted by these Claims.

The final settlements go a step further by reducing the Claims
and resolving, with finality, the Debtors' Objections to the
Claims.  Absent the settlements with the Claimants, protracted
litigation and appeals with respect to the Objections are
assured.

Ms. Fruchtman points out that litigation in the District Court
and beyond may spawn disputes as to the size of the Debtors'
disputed claims reserve under the Plan, which could significantly
delay -- and will certainly reduce the size of -- interim
distributions after the Plan's effective date.  In addition,
because of the novel issues raised by the Objections, and the
lack of guiding precedent, the Debtors can by no means be certain
of the Objections ultimately being sustained.

The issue of calculation of the TIA-related claims raised in the
TIA Objection is a novel issue before the Court.  Moreover, the
issue of duplication raised in the Debtors' TIA Objection is a
complex and multi-layered issue -- one which counsel for some of
the intervening owner participants have rightly pointed out has
not been raised in previous airline bankruptcies.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Creditors Committee Brings-In Jonathan Macey as Expert
----------------------------------------------------------------
On Dec. 13, 2005, the Official Committee of Unsecured Creditors
filed its objection to the Debtors' Plan of Reorganization and
related Plan supplements.  Fruman Jacobson, Esq., at Sonnenschein
Nath & Rosenthal LLP, in Chicago, Illinois, recounts that the
Committee objected to the proposed board composition and the
proposal for implementation of "poison pill provisions."

The Committee has engaged in in-depth discussions and negotiations
with the Debtors regarding the appropriateness of their proposed
corporate structure, including, but not limited to, corporate
governance, board composition and the availability of a poison
pill.  However, at this time, no resolution of the issues has been
achieved.

The Committee is currently engaged in extensive preparation for
the Confirmation Hearing scheduled to commence on January 18,
2006, Mr. Jacobson says.  Expert reports are due January 2, and
depositions must be completed by January 9.  The Committee
requires an expert to prepare for the Confirmation Hearing, as
well as to provide expert testimony and report.

For this reason, the Committee seeks the U.S. Bankruptcy Court for
the Northern District of Illinois' authority to retain Jonathan R.
Macey as its corporate governance expert effective as of Dec. 20,
2005.

As the Committee's expert, Mr. Macey will provide:

   -- corporate governance consulting services;
   -- an expert testimony; and
   -- an expert report, as requested by the Committee.

Mr. Macey's services will also include -- but will in no way be
limited to -- advising the Committee with respect to the
appropriateness of the Debtors' proposed corporate governance and
policy, board composition, the necessity of blank check preferred
stock and of a "poison pill," and potential alternatives.

Mr. Macey is Sam Harris Professor of Corporate Law, Corporate
Finance and Securities Law at Yale University, and Professor in
the Yale School of Management.  He performs consulting services
for banking and lending institutions.

Mr. Macey will be paid at the rate of $800 per hour.  He will be
reimbursed for actual and necessary expenses incurred in
connection with the services he provides.

Mr. Jacobson assures Judge Wedoff that Mr. Macey does not possess
conflicting or adverse interests in connection with the Debtors'
Chapter 11 cases and is "disinterested" as the term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VICTORY PARK: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Victory Park Baptist Church of Plano
        2402 Castle Drive
        Rowlett, Texas 75089

Bankruptcy Case No.: 05-87236

Chapter 11 Petition Date: December 30, 2005

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Wynthia J. Cheatum, Esq.
                  Wynthia J. Cheatum & Associates
                  5115 N. Galloway Ave., Suite 304
                  Mesquite, TX 75150
                  Tel: 972-270-1896

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
American National of Terrell                          $1,200,000
Terrell, TX

Cato-Miller Darensburg        Attorney fees              $18,000
Wynthia J. Chearum
5115 N. Galloway Ave.
Suite 304
Mesquite, TX 75150


WORLDCOM INC: Moves for Summary Judgment on Ms. Jackson's Claim
---------------------------------------------------------------
Stephanie Jackson filed Claim No. 38495 against WorldCom, Inc.,
and its debtor-affiliates, asserting certain wage amounts.  The
Debtors employed Ms. Jackson from December 17, 1999, to March 31,
2000.

Teresa L. Clark, Esq., at Stinson Morrison Hecker, LLP, in
Kansas City, Missouri, points out Ms. Jackson asserted wages but
did not specify the basis or amount of the Claim or attach any
supporting documentation.

In addition, Ms. Clark contends that Rule 3003(c) of the Federal
Rules of Bankruptcy Procedure mandates that a claimant file a
timely proof of claim against a chapter 11 debtor's estate to
participate in the debtor's reorganization.

Moreover, Ms. Clark notes that Ms. Jackson waited more than two
years after the Bar Date had passed before she filed a proof of
claim.  A claims bar date is meant to function as a statute of
limitations and effectively exclude late-filed claims.  Hence,
Ms. Jackson's delay was inexcusable, Ms. Clark avers.

In this regard, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to disallow Claim No. 38495.

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)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (27)         120       (4)
AFC Enterprises         AFCE        (44)         216       53
Alaska Comm Sys         ALSK         (9)         589       49
Alliance Imaging        AIQ         (43)         643       42
AMR Corp.               AMR        (729)      29,436   (1,882)
Atherogenics Inc.       AGIX        (98)         213      190
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN       (65)          209      (38)
Blount International    BLT        (201)         427      110
CableVision System      CVC      (2,486)      10,204   (1,881)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (463)       1,456       85
Cenveo Inc              CVO         (12)       1,146      127
Choice Hotels           CHH        (165)         289      (34)
Cincinnati Bell         CBB        (672)       1,893      (10)
Clorox Co.              CLX        (532)       3,570     (229)
Columbia Laborat        CBRX        (13)          17       10
Compass Minerals        CMP         (83)         686      149
Crown Media HL          CRWN        (64)       1,250     (125)
Deluxe Corp             DLX        (101)       1,461     (297)
Denny's Corporation     DENN       (261)         498      (72)
Domino's Pizza          DPZ        (553)         414        3
DOV Pharmaceutic        DOVP         (3)         116       94
Echostar Comm           DISH       (785)       7,533      321
Emeritus Corp.          ESC        (134)         713      (62)
Empire Resorts          NYNY        (18)          65       (4)
Foster Wheeler          FWLT       (375)       1,936     (186)
Guilford Pharm          GLFD        (20)         136       60
Graftech International  GTI         (13)       1,026      283
Hollinger Int'l         HLR        (141)         998     (352)
I2 Technologies         ITWO       (144)         352      112
ICOS Corp               ICOS        (67)         232      141
IMAX Corp               IMAX        (34)         245       30
Immersion Corp.         IMMR        (15)          46       29
Indevus Pharma          IDEV       (115)         113       79
Intermune Inc.          ITMN        (30)         194      109
Investools Inc.         IED         (20)          64      (46)
Kulicke & Soffa         KLIC        (32)         386      186
Ligand Pharm            LGND        (96)         306      (99)
Lodgenet Entertainment  LNET        (69)         283       22
Maxxam Inc.             MXM        (677)       1,044      114
Maytag Corp.            MYG         (95)       2,989      371
McDermott Int'l         MDR         (53)       1,627      244
McMoran Exploration     MMR         (61)         407      118
NPS Pharm Inc.          NPSP        (55)         354      258
Owens Corning           OWENQ    (8,443)       8,142      976
ON Semiconductor        ONNN       (317)       1,171      300
Quality Distribu        QLTY        (26)         377       20
Quest Res. Corp.        QRES        (27)         244      (29)
Qwest Communication     Q        (2,716)      23,727      822
Revlon Inc.             REV      (1,169)         980       86
Riviera Holdings        RIV         (28)         221        6
Rural/Metro Corp.       RURL        (93)         315       56
Rural Cellular          RCCC       (460)       1,367       46
SBA Comm. Corp.         SBAC        (47)         886       25
Sepracor Inc.           SEPR       (213)       1,193      703
St. John Knits Inc.     SJKI        (52)         213       80
Timco Aviation          TMAV        (35)         143       25
Tivo Inc.               TIVO         (9)         163       36
US Unwired Inc.         UNWR        (76)         414       56
Unigene Labs Inc.       UGNE        (15)          14       (9)
Unisys Corp             UIS        (141)       3,888      318
Vector Group Ltd.       VGR         (38)         536      168
Vertrue Inc.            VTRU        (35)         441      (80)
Visteon Corp.           VC       (1,430)       8,823      404
Vocus Inc.              VOCS         (9)          21      (10)
Worldspace Inc.         WRSP     (1,475)         765      249
WR Grace & Co.          GRA        (574)       3,465      848


                             *********

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
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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-
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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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