TCR_Public/060117.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 17, 2006, Vol. 10, No. 14

                          Headlines

ALLIED HOLDINGS: Toyota to Extend Delivery Contract to March 2007
ANCHOR GLASS: Alvarez & Marsal Okayed as Committee's Advisor
ANCHOR GLASS: Needs More Time to Decide on Temple-Inland Contract
ANCHOR GLASS: Says No to OCI's Move to Terminate Supply Agreement
AMERICAN MEDIA: Appoints John J. Miller as President & COO

ARMSTRONG WORLD: Discloses Changes to U.S. Defined Pension Plan
ATA AIRLINES: Wants Wilmington Trust Restated Term Sheet Approved
ATA AIRLINES: Court Amends Wilmington Participation Claim Amount
BANC OF AMERICA: Fitch Upgrades Low-B Ratings on 12 Cert. Classes
BELVEDERE INSURANCE: Claim Forms Must Be Filed By Feb. 20

BELVEDERE INSURANCE: U.S. Court Recognizes Bermudan Scheme
BOWNE & CO: Buys Vestcom Mktg. & Business Comms. Unit for $30 Mil.
CAPITAL AUTOMOTIVE: Launches Offer for 7-1/2% & 8% Preferred Units
CARD CORP: Files List of 4 Largest Unsecured Creditors
CARGO CONNECTION: Inks $2.35-MM Montgomery Equity Financing Pact

CENTURY ALUMINUM: Michael Bless Replaces David Beckley as CFO
CHURCH & DWIGHT: Gets Access to $400 Million Credit Facility
COLLINS & AIKMAN: To Pay Heidel $259,876 as Adequate Protection
COOPER-STANDARD: Moody's Downgrades Sr. Sub. Notes Ratings to Caa1
DELPHI CORP: Appaloosa's Motion to Appoint Equity Panel Draws Fire

DELPHI CORP: Creditors Panel Balk at Deloitte & Touche Retention
DELPHI CORP: U.S. Trustee Objects to Appointing a Fee Committee
DX III: S&P Junks Rating on $150 Million Second-Lien Term Loan B
EMMIS COMMS: Reports Financial Performance for Third Quarter
ENVIRONMENTAL ELEMENTS: ERISA Plan Termination Objections Due Now

EPOCH INVESTMENTS: Files List of 8 Largest Unsecured Creditors
ENXNET INC: Gets Approval to Trade on Berlin Stock Exchange
ESCHELON OPERATING: Moody's Upgrades $92 Mil. Notes' Rating to B3
FIRST UNION: S&P Lowers Junk Ratings on Class M & N Certificates
FLYI INC: Asks Court to Okay Refunds for Post-Shutdown Flights

GMAC COMMERCIAL: S&P Puts Junk Rating on $13.3 Mil. Class Certs.
GMAC MORTGAGE: Fitch Affirms Low-B Ratings on Six Cert. Classes
GT BRANDS: Wants Until Feb. 6 to Decide on Three Unexpired Leases
KAISER ALUMINUM: Expects Court to Confirm Plan Next Week
KAISER ALUMINUM: Liquidation Plans Declared Effective December 22

LEGACY ESTATE: Files Schedules of Assets and Liabilities
LEGACY ESTATE: Committee Taps Nightingale as Financial Advisor
MAYTAG CORP: Moody's Maintains B2 Senior Unsecured Notes Ratings
MEDMIRA INC: Completes Draw Down of Equity Line with Cornell
METROPLEX FINISHING: Case Summary & 20 Largest Unsecured Creditors

MORTGAGE ASSET: Fitch Affirms BB Ratings on Class BI-4 Certs.
MRS. CUBBISON'S: Case Summary & 21 Largest Unsecured Creditors
MUSICLAND HOLDING: Madacy Holds $1.3 Million Trade Receivables
NORTHWEST AIRLINES: Citicorp Can Access Cash Collateral Account
NORTHWEST AIRLINES: Court Sets Info Blocking Procedures for Panel

NORTHWEST AIRLINES: Unions Balk at Proposed CBA Rejections
PARADISE TAN: Posts $106,727 Net Loss in Period Ended Sept. 30
PHOENIX COLOR: Moody's Confirms $105 Million Notes' Junk Rating
PORTUS ALTERNATIVE: AEGON Returns Referral Fees to Investors
PORTUS ALTERNATIVE: Regulators to Augment Payment to Investors

REFCO INC: Wants to Hire Goldin Associates as Crisis Managers
REFCO INC: Ct. Denies US Trustee's Move to Appoint Ch. 11 Trustee
REFCO INC: Refco LLC Wants Until April 24 to Decide on Contracts
REFINED GLOBAL: Case Summary & 21 Largest Unsecured Creditors
RESIDENTIAL ASSET: Fitch Downgrades Two Certificate Classes to B

RF CUNNINGHAM: Wants Until March 27 to File Chapter 11 Plan
SAINT VINCENTS: Cases Reassigned to Judge Adlai S. Hardin, Jr.
SAINT VINCENTS: Wants Court to Set March 30 as Claims Bar Date
SAINT VINCENTS: Agrees to Make $250,000 Payment to Sandra Strumpf
SEQUOIA MORTGAGE: Fitch Affirms Low-B Ratings on 8 Cert. Classes

SKIN NUVO: Inks Agreement Outlining Extent of Insurer's Liability
TELOGY INC: Can Access Up to $7.5 Million in DIP Loans
TERAYON COMMS: Form 10-Q Filing Delay Prompts Default Notice
TFS ELECTRONIC: Panel Retains FTI Consulting as Financial Advisors
TIDEL TECHNOLOGIES: NCR Buys ATM Assets for $10.44 Million

TYCO INT'L: Splinters into Three Publicly Traded Companies
TYCORP PIZZA: Files Schedules of Assets and Liabilities
URBAN HOTELS: U.S. Trustee Appoints 4-Member Creditors' Committee
URBAN HOTELS: Panel Wants to Hire Levene Neale as Bankr. Counsel
VARIG S.A.: Deposits $6.7 Million as Payment to Aircraft Lessors

VARIG S.A.: Nelson Tanure Withdraws Takeover Proposal
VARIG S.A.: Brazilian Court Approves Restructuring Plan
WEST INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
WESTLAKE CHEMICAL: Completes Issuance of $250M 6-5/8% Senior Notes
YOUNG CHANG: Chapter 15 Petition Summary

* Large Companies with Insolvent Balance Sheets

                          *********

ALLIED HOLDINGS: Toyota to Extend Delivery Contract to March 2007
-----------------------------------------------------------------
Allied Holdings, Inc. (Pink Sheets: AHIZQ.PK) reported that its
subsidiary, Allied Systems, Ltd., has reached an agreement in
principle to renew its vehicle delivery agreement with Toyota
Motor Sales USA for vehicles delivered in the United States.  The
agreement will extend the company's contract with Toyota in the
United States through March 31, 2007.

The Agreement provides that Allied will continue to provide
vehicle delivery services for Toyota in the United States at
locations which generated approximately 60% of the Company's 2005
revenues associated with the Toyota account.  During the first
quarter of 2006, Allied will cease performing vehicle delivery
services at locations which generated approximately 32% of the
Company's 2005 revenues associated with the Toyota account in the
United States.

The contract renewal also provides for an increase in the rates
paid by Toyota to Allied beginning Feb. 1, 2006, and continuing
through Mar. 31, 2007.  In addition, the current fuel surcharge
program and payment terms for services provided by Allied will
remain in place through Mar. 31, 2007.

The company does not anticipate that there will be a material
impact to its operating income as a result of the renewed
agreement, as it expects the positive impact of the price increase
to substantially offset the adverse impact to the Company
resulting from the loss of business.

The contract renewal does not affect business handled by Allied
for Toyota in Canada, which is covered by a separate agreement.

The renewal remains subject to the execution of a definitive
agreement between the parties and approval by the U.S. Bankruptcy
Court for the Northern District of Georgia.

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.


ANCHOR GLASS: Alvarez & Marsal Okayed as Committee's Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized the Official Committee of Unsecured Creditors appointed
in Anchor Glass Container Corp.'s chapter 11 case to retain
Alvarez & Marsal, LLC, as its as its financial advisor, nunc pro
tunc to Oct. 6, 2005.

Judge Paskay reserved ruling on the U.S. Trustee's Limited
Objection with respect to the date as of which the application is
to be approved and may consider the issue at the hearing of the
firm's final fee applications.

As previously reported, A&M will:

   (a) review and evaluate the current and prospective financial
       and operational condition of the Debtor, including but not
       limited to cash receipts and disbursement forecasts, short
       term and long term business plans and various plans of
       reorganization that maybe considered or pursued by the
       Debtor, review appraisals, DIP financing, plans and effort
       to sell assets, recapitalize or reorganize the Debtor;

   (b) assist the Committee and its counsel in evaluating and
       responding to various developments or motions during
       the course of the Debtor's Chapter 11 case, including
       providing expert testimony as may be required and
       acceptable to A&M; and

   (c) provide other services that may be required by the
       Committee and as may also be acceptable to A&M.

Terry Hamilton, Managing Director with A&M, will be responsible
for the overall engagement.

A&M will be paid for its services at these hourly rates:

         Professional             Hourly Rates
         ------------             ------------
         Managing Director             $550
         Director                      $425
         Associate                     $325
         Analyst                       $275

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. (Anchor Glass Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Needs More Time to Decide on Temple-Inland Contract
-----------------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to extend the time within which
it may decide to assume, assume and assign or reject the Supply
Agreement with TIN, Inc., dba Temple-Inland, until confirmation of
a plan of reorganization.

As previously reported, the Debtor is party to a Paperboard Supply
Agreement with Temple-Inland.  Temple-Inland supplies the Debtor
with paperboard packaging material at a very favorable pricing
pursuant to the Agreement.  Temple-Inland asserts that the Debtor
failed to pay $2,100,964 for paperboard packaging.

Temple-Inland had asked the Court to impose a deadline by which
Anchor Glass must decide whether to assume or reject the Supply
Agreement.

Kathleen S. McLeroy, Esq., at Carlton Fields, P.A., in Tampa,
Florida, informs the Court that the Debtor is currently analyzing
its leases and contracts to determine which should be assumed or
rejected.  In light of the significant progress made in its
Chapter 11 case, however, the Debtor has not yet completed its
analysis.

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. (Anchor Glass Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Says No to OCI's Move to Terminate Supply Agreement
-----------------------------------------------------------------
Hywel Leonard, Esq., at Carlton Fields, PA, in Tampa, Florida,
tells the U.S. Bankruptcy Court for the Middle District of Florida
that Anchor Glass Container Corporation should not be deprived of
the opportunity to assume its contract with OCI Chemical Corp.

As reported in the Troubled Company Reporter on Dec. 16, 2005, OCI
asked the Court to lift the automatic stay to allow it to
terminate its Sales Contract with the Debtor.  OCI supplies
approximately 65% of the Debtor's total soda ash requirements.

The Sales Contract provides that if the Debtor is in default of
the Sales Contract, OCI had the option to decline further
performance of the Contract.   Before the Petition Date, OCI says
that the Debtor was severely delinquent in fulfilling its payment
allegations under the Sales Contract.

                        Debtor's Response

"Beyond question, OCI is one of [Anchor Glass Corporation's]
critical suppliers and it is not feasible or possible for [the
Debtor] to just replace OCI as a significant supplier of soda
ash," Mr. Leonard tells the Court.  "Establishing a replacement
supply arrangement would take a significant time period."

On Aug. 9, 2005, OCI purported to terminate its contract with the
Debtor.  However, Mr. Leonard notes, the notification of OCI's
intent was not made until after the Debtor had filed for
bankruptcy, thus violating the automatic stay provision.

Part of OCI's motive in terminating the Contract is to deprive
the Debtor of an $840,000 rebate to which the Debtor would
otherwise be entitled at the conclusion of the term of the
Contract, Mr. Leonard says.

Mr. Leonard assures the Court that the cure of existing defaults
under the OCI Contract will and can be addressed in the context
of assumption as part of a confirmation of a plan of
reorganization.

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.(Anchor Glass Bankruptcy News, Issue No.
15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERICAN MEDIA: Appoints John J. Miller as President & COO
----------------------------------------------------------
American Media, Inc., named John J. Miller as its President and
Chief Operating Officer.

Mr. Miller joins AMI after nearly 30 years of publishing, media,
and financial management experience.  He recently served as Senior
Vice President/Group Publishing Director for Hachette Filipacchi
Media, the U.S. operation of the world's largest consumer magazine
company.

Mr. Miller will work in the company's New York offices and will
report directly to Mr. Pecker.  As AMI's President and Chief
Operating Officer, Mr. Miller will oversee the company's worldwide
publishing business operations including:

   -- corporate advertising sales, marketing and research;
   -- event marketing;
   -- web and television initiatives;
   -- licensing;
   -- subscription marketing;
   -- business management, planning and budgets;
   -- mergers and acquisitions; and
   -- AMI International Publishing (with over 40 titles based in
      London).

"John is the perfect partner to help me expand AMI," Mr. Pecker
said.  "While CEO of Hachette, I witnessed firsthand his
remarkable strengths and versatility in establishing new
properties, in repositioning and re-launching titles, and in
growing and expanding existing businesses."

"John successfully breathed life into Home Magazine, strengthened
the then-faltering Elle D,cor start-up, and developed highly
successful businesses out of American Photo and Popular
Photography," Mr. Pecker continued.  "Since taking over Woman's
Day in 2002, John has increased its advertising pages by 20%,
bringing it to #2 share of market in the women's service field."

"John is a seasoned executive who brings a unique and diverse
skill set that is unparalleled in the industry. In his almost 30
years in the business, John has had executive management
responsibility for 12 magazines and 10 websites across a variety
of categories, has been the publisher of five different magazines,
and has held financial management positions as well," Mr. Pecker
added.

Mr. Miller said: "While it is not easy leaving a great company
like Hachette after 30 years, AMI offers extraordinary growth
potential and is extremely well positioned to take full advantage
of emerging technologies.  I look forward to being part of that
effort.  David has done an amazing job of building a major
magazine company, and I am very happy to have the opportunity to
work with David again."

Mr. Miller had been serving as Senior Vice President, Group
Publishing Director of the Women's Service and Shelter Media at
Hachette Filipacchi Media, Inc., overseeing Woman's Day Magazine,
Woman's Day Special Interest Publications, Home Magazine, Elle
Decor, Metropolitan Home, For Me, and the websites Womansday.com,
Homemag.com, Elledecor.com, Methome.com and ForMeMagazine.com.

Mr. Miller had previously served as Senior Vice President, Group
Publisher of the Hachette Home Group and Vice President and
Publisher of the Photography Magazine Group in addition to various
financial management positions at CBS Magazines.

Mr. Miller has a Bachelor of Science degree in Accounting from The
University of Connecticut and an MBA degree from New York
University.

Headquartered in Boca Raton, Florida, American Media Operations
Inc. is the nation's largest publisher of celebrity, health and
fitness, and Spanish language magazines.

                         *     *     *

As reported in the Troubled Company Reporter on June 16, 2005,
Moody's Investors Service lowered all ratings of American Media
Operations, Inc.  The ratings affected are:

   * $60 million senior secured revolving credit facility,
     due 2006 -- to B1 from Ba3

   * $3 million senior secured term loan tranche A, due 2006 -- to
     B1 from Ba3

   * $304 million (remaining amount) senior secured term loan
     tranche C, due 2007 -- to B1 from Ba3

   * $133 million senior secured term loan tranche C-1,
     due 2007 -- to B1 from Ba3

   * $150 million 8.875% senior subordinated notes, due 2011 -- to
     Caa1 from B3

   * $400 million 10.25% senior subordinated notes, due 2009 -- to
     Caa1 from B3

   * Senior implied rating -- to B2 from B1

   * Issuer rating -- to B3 from B2

Moody's said the rating outlook is stable.


ARMSTRONG WORLD: Discloses Changes to U.S. Defined Pension Plan
---------------------------------------------------------------
Armstrong World Industries, Inc., reported changes to its U.S.
defined benefit pension plan.  The changes, effective Mar. 1,
2006, are part of a broad strategy to enhance Armstrong's
competitiveness, while offering its employees a competitive
benefit package.

The changes will affect current non-production salaried employees
only.  The changes include:

    * Benefits under the Retirement Income Plan will continue to
      accrue only for employees who meet a criterion based on age
      and years of service.

    * Benefits for all other employees will be frozen effective
      Feb. 28, 2006.  However, all of these participants will be
      eligible for an enhanced company match under the company's
      defined contribution, or 401(k), plan.

    * The RIP is being modified to provide lower benefits to
      people who retire before age 65.

Approximately 730 employees will cease accruing future benefits
under the RIP and will become eligible for the enhanced company
match.  The 940 employees continuing in the RIP will be subject to
the early retirement changes.

Armstrong will record a pre-tax charge of approximately
$17 million in the fourth quarter of 2005, because the changes are
considered a curtailment under SFAS 88 "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and
for Termination Benefits."  The changes are expected to reduce
Armstrong's retirement-related expenses by approximately $13
million in 2006 and $15 million in 2007, based on pension
assumptions for 2006.

As of the end of 2005, Armstrong's Retirement Income Plan had
approximately 28,500 participants, $2 billion in assets and was
funded in excess of its projected benefit obligation.  No funding
contribution was made to the U.S. plan in 2005.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.  The Company and its debtor-affiliates
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., at Weil, Gotshal &
Manges LLP, and Russell C. Silberglied, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities.  As of March 31, 2005, the Debtors'
balance sheet reflected a $1.42 billion stockholders' deficit.


ATA AIRLINES: Wants Wilmington Trust Restated Term Sheet Approved
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on April 12, 2005,
ATA Airlines, Inc., entered into an adequate protection
stipulation with Wilmington Trust Company, in its capacity as
Indenture Trustee under certain Trust Indentures and Security
Agreements, Subordination Agent under certain Intercreditor
Agreements, and Pass Through Trustee under certain Pass Through
Trust Agreements, with respect to 1996/1997 Series Enhanced
Equipment Trust Certificates Airplane Financing in December 2004.
The parties entered into a restructuring term sheet and an
amendment to the stipulation in February 2005.

                        Restated Term Sheet

On Jan. 5, 2006, the parties (i) entered into a second amendment,
providing for a further extension of the Adequate Protection
Period, nunc pro tunc as of Dec. 31, 2005; and (ii) executed an
amended and restated Restructuring Term Sheet.

Pursuant to Sections 105, 362, 363, 365, and 1110 of the
Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of Indiana to approve the Restated Term Sheet
and the Second Amendment.

The parties agree to extend the Adequate Protection Period through
the later of the confirmation of a Plan or the commencement of the
New Leases, but no later than Feb. 28, 2006.

ATA Airlines promises to perform in full its obligations under the
Restated Term Sheet and the Second Amendment, including the
obligation to negotiate the terms of the New Leases in good faith.
Wilmington Trust agrees not to exercise any of its rights and
remedies against ATA Airlines that may exist under the Aircraft
Agreement, Section 1110(c) of the Bankruptcy Code, or applicable
non-bankruptcy law.

The Restated Term Sheet and the Second Amendment were negotiated
at arm's length between the parties, with the active involvement
of the Official Committee of Unsecured Creditors.

A full-text copy of the Restated Term Sheet is available at no
charge at http://bankrupt.com/misc/ata_restated_term_sheet.pdf

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ATA AIRLINES: Court Amends Wilmington Participation Claim Amount
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Dec. 27, 2005, Thomas N. Eckerle, Esq., in Indianapolis, Indiana,
explained that Wilmington Trust's claims arise under various
leases with respect to seven aircraft with U.S. Registration Nos.
N515AT, N523AT, N524AT, N525AT, N526AT, N527AT, and N528AT.
Wilmington Trust is the assignee of the rights of the Lessors
under the Leases pursuant to the terms of various Indentures
entered into between the Owner Trustees of the Aircraft, as
Lessors, and Wilmington Trust.

Wilmington Trust Company held a claim against ATA Airlines, Inc.,
and its debtor-affiliates in an amount not less than $148,000,000
as a result of their rejection of the Leases, Mr. Eckerle informed
the U.S. Bankruptcy Court for the Southern District of Indiana.

Accordingly, Wilmington Trust asked the Court to amend the Rights
Participation Claim Amount for Wilmington Trust Company to an
amount not less than $148,000,000.

                            *    *    *

The Debtors and Wilmington Trust Company have resolved Wilmington
Trust's request.  Accordingly, the Court amends the Rights
Offering Claim Amount List with respect to seven 757-200 aircraft
identified as N515AT, N523AT-N528AT.

Judge Lorch rules that the total Rights Participation Claim Amount
for:

    (i) Wilmington Trust Company will be increased to
        $148,000,000 from $82,000,000; and

   (ii) Ambac Assurance Corporation will be reduced to $0 from
        $80,000,000.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.
(ATA Airlines Bankruptcy News, Issue No. 45; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


BANC OF AMERICA: Fitch Upgrades Low-B Ratings on 12 Cert. Classes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Banc of America
Alternative Loan Trust mortgage pass-through certificates:

   Series ALT 2003-3:

     -- Class A affirmed at 'AAA';
     -- Class B1 upgraded to 'AAA' from 'AA';
     -- Class B2 upgraded to 'AA' from 'A';
     -- Class B3 upgraded to 'A' from 'BBB';
     -- Class B4 upgraded to 'BB+' from 'BB';
     -- Class B5 upgraded to 'B+' from 'B'.

   Series ALT 2003-4 Group 1:

     -- Class A affirmed at 'AAA';
     -- Class 1-B1 upgraded to 'AAA' from 'AA';
     -- Class 1-B2 upgraded to 'AA' from 'A';
     -- Class 1-B3 upgraded to 'A+' from 'BBB';
     -- Class 1-B4 upgraded to 'BBB' from 'BB';
     -- Class 1-B5 upgraded to 'BB' from 'B'.

   Series ALT 2003-4 Group 2:

     -- Class A affirmed at 'AAA';
     -- Class 2-B1 upgraded to 'AA+' from 'AA';
     -- Class 2-B2 upgraded to 'A+' from 'A';
     -- Class 2-B3 affirmed at 'BBB';
     -- Class 2-B4 affirmed at 'BB';
     -- Class 2-B5 affirmed at 'B'.

   Series ALT 2003-5 Total Groups 1-CB & 1-NC:

     -- Class A affirmed at 'AAA';
     -- Class 1-B1 upgraded to 'AA+' from 'AA';
     -- Class 1-B2 upgraded to 'AA-' from 'A';
     -- Class 1-B3 upgraded to 'A-' from 'BBB';
     -- Class 1-B4 upgraded to 'BB+' from 'BB';
     -- Class 1-B5 upgraded to 'B+' from 'B'.

   Series ALT 2003-5 Group 2:

     -- Class A affirmed at 'AAA';
     -- Class 2-B1 upgraded to 'AA+' from 'AA';
     -- Class 2-B2 upgraded to 'AA-' from 'A';
     -- Class 2-B3 upgraded to 'BBB+' from 'BBB';
     -- Class 2-B4 affirmed at 'BB';
     -- Class 2-B5 affirmed at 'B'.

   Series ALT 2003-6 Group 1:

     -- Class A affirmed at 'AAA';
     -- Class 1-B1 upgraded to 'AA+' from 'AA';
     -- Class 1-B2 upgraded to 'A+' from 'A';
     -- Class 1-B3 upgraded to 'BBB+' from 'BBB';
     -- Class 1-B4 upgraded to 'BB+' from 'BB';
     -- Class 1-B5 upgraded to 'B+' from 'B'.

   Series ALT 2003-6 Group 2:

     -- Class A affirmed at 'AAA';
     -- Class 2-B1 upgraded to 'AA+' from 'AA';
     -- Class 2-B2 upgraded to 'AA-' from 'A';
     -- Class 2-B3 upgraded to 'BBB+' from 'BBB';
     -- Class 2-B4 affirmed at 'BB';
     -- Class 2-B5 affirmed at 'B'.

   Series ALT 2003-7 Total Groups 1 & 2:

     -- Class A affirmed at 'AAA';
     -- Class 1-B1 affirmed at 'AA';
     -- Class 1-B2 affirmed at 'A';
     -- Class 1-B3 affirmed at 'BBB';
     -- Class 1-B4 affirmed at 'BB';
     -- Class 1-B5 affirmed at 'B'.

   Series ALT 2003-7 Group 3:

     -- Class A affirmed at 'AAA';
     -- Class 2-B1 upgraded to 'AA+' from 'AA';
     -- Class 2-B2 upgraded to 'A+' from 'A';
     -- Class 2-B3 affirmed at 'BBB';
     -- Class 2-B4 affirmed at 'BB';
     -- Class 2-B5 affirmed at 'B'.

   Series ALT 2004-11 Total Groups 1 & 2:

     -- Class A affirmed at 'AAA';
     -- Class 30-B1 affirmed at 'AA';
     -- Class 30-B2 affirmed at 'A';
     -- Class 30-B3 affirmed at 'BBB';
     -- Class 30-B4 affirmed at 'BB';
     -- Class 30-B5 affirmed at 'B'.

   Series ALT 2004-11 Total Groups 3 & 4:

     -- Class A affirmed at 'AAA';
     -- Class 15-B1 affirmed at 'AA';
     -- Class 15-B2 affirmed at 'A';
     -- Class 15-B3 affirmed at 'BBB';
     -- Class 15-B4 affirmed at 'BB';
     -- Class 15-B5 affirmed at 'B'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect approximately
$1,633 million in outstanding certificates as of the Dec. 27,
2005, distribution date.

The upgrades reflect an improvement in the relationship of CE to
future loss expectations and affect approximately $67 million in
outstanding certificates.  As of the Dec. 27, 2005 distribution
date, the CE for the upgraded has increased to 1.5x to 2x original
CE levels.

The underlying collateral in these deals consists of fixed-rate,
conventional, fully amortizing mortgage loans secured by first
lien on one- to four-family residential properties.  All of the
mortgage loans were originated or acquired by Bank of America,
N.A.

In addition, certain of the mortgage loans were originated using
underwriting standards that are different from and in certain
respects, less stringent than the general underwriting standards
of Bank of America, N.A.  Bank of America, N.A., rated 'RPS1' by
Fitch for Prime and ALT A transactions, is also the servicer for
these loans.

These deals are 13 to 31 months seasoned, with pool factors
ranging from 53% to 84%.


BELVEDERE INSURANCE: Claim Forms Must Be Filed By Feb. 20
---------------------------------------------------------
All Scheme Creditors of Belvedere Insurance Company Limited are
required to file a Distribution Claim Form on or before Feb. 20,
2006, and those forms must be sent to:

      KPMG
      Crown House, 4 Par-la-Ville Road
      Hamilton HM08, Bermuda
      Attn: James Makin
      Tel: +1-441-294-2652
      Fax: +1-441-295-8280
      E-mail: belvedere-liquidation@kpmg.bm

Distribution Claim Forms can be downloaded at
http://www.belvedere-liquidation.com

Claim Forms may be scanned and e-mailed or faxed to KPMG.
Illegible faxes will not be accepted.

Headquartered in Hamilton, Bermuda, Belvedere Insurance Company
Limited -- http://belvedere-liquidation.com-- wrote general
insurance and reinsurance in Bermuda between 1978 and 1994.  In
1994, Belvedere ceased writing new business and went into run-off.
Belvedere was placed into liquidation in 1998 with Malcolm L.
Butterfield and Anthony J. McMahon -- both partners of KPMG --
appointed as joint provisional liquidators and foreign
representatives.  The petitioners filed an ancillary proceeding on
Oct. 26, 1998 (Bankr. S.D.N.Y. Case No. 98-47660).  Andrew
Rosenblatt, Esq., Francisco Vazquez, Esq., Howard Seife, Esq., and
Lisa Carol Dorr, Esq., at Chadbourne & Parke LLP represent the
Debtor.


BELVEDERE INSURANCE: U.S. Court Recognizes Bermudan Scheme
----------------------------------------------------------
A meeting of Scheme Creditors of Belvedere Insurance Company
Limited was held on Dec. 1, 2005, for voting on the Scheme.  The
Scheme was approved by the requisite majorities of 50% in number
and 75% in value voting in favor of the Scheme.

The Scheme received sanction from the Supreme Court of Bermuda at
a hearing on Dec. 16, 2005.  A copy of the order sanctioning the
Scheme was then delivered to the Registrar of Companies on
Dec. 20, 2005, making the Scheme effective.

The legal advisers to the Joint Liquidators in relation to the
Scheme of Arrangement is:

        Attride-Stirling & Woloniecki
        Crawford House
        50 Cedar Avenue
        Hamilton HM11
        Bermuda

A full-text copy of Belvedere Insurance Company Limited's Scheme
of Arrangement is available for free at
http://www.kpmg.bm/news.asp?unid=149

                        Permanent Injunction

All scheme creditors are enjoined from

   (a) commencing or continuing any action against the Debtor or
       its property in the United States;

   (b) enforcing any judicial, administrative or regulatory
       judgment against the Debtor or any of its property in the
       United States;

   (c) invoking any statute, rule or law requiring the Debtor to
       establish or post security in the form of a bond or letter
       of credit as a condition of prosecuting or defending any
       proceedings;

   (d) drawing down any letter of credit established by the Debtor
       in excess of amount expressly authorized by the terms of
       the contract or agreement under which that letter of credit
       has been established; and

   (e) withdrawing from or setting off against property that is
       the subject of any trust or escrow agreement or similar
       arrangement in which the Debtor has an interest in excess
       of amounts expressly authorized by the terms of the
       contract or agreement under which those trust or escrow
       agreement has been established.

Full-text copies of Belvedere Insurance Company Limited's order
and motion for permanent injunction are available upon request to:

         Chadbourne & Parke LLP
         30 Rockefeller Plaza
         New York, NY 10112
         Tel: (212) 408-5100
         Attn: Howard Seife, Esq.
               Francisco Vazquez, Esq.

Headquartered in Hamilton, Bermuda, Belvedere Insurance Company
Limited -- http://belvedere-liquidation.com-- wrote general
insurance and reinsurance in Bermuda between 1978 and 1994.  In
1994, Belvedere ceased writing new business and went into run-off.
Belvedere was placed into liquidation in 1998 with Malcolm L.
Butterfield and Anthony J. McMahon -- both partners of KPMG --
appointed as joint provisional liquidators and foreign
representatives.  The petitioners filed an ancillary proceeding on
Oct. 26, 1998 (Bankr. S.D.N.Y. Case No. 98-47660).  Andrew
Rosenblatt, Esq., Francisco Vazquez, Esq., Howard Seife, Esq., and
Lisa Carol Dorr, Esq., at Chadbourne & Parke LLP represent the
Debtor.


BOWNE & CO: Buys Vestcom Mktg. & Business Comms. Unit for $30 Mil.
-----------------------------------------------------------------
Bowne & Co., Inc. (NYSE: BNE) has completed the acquisition of the
Marketing and Business Communications division of Vestcom
International, Inc., for $30 million in cash.

The division will be integrated with Bowne Enterprise Solutions,
and the combined entity will operate under the name Bowne
Marketing and Business Communications.  BMBC will be one of the
leading print-on-demand enterprises in the fastest growing segment
of the printing industry, with pro forma 2005 combined revenues of
approximately $140 million.  The acquisition expands BMBC's
digital composition, print, delivery and fulfillment of
personalized and customized communication solutions.

Marks Baughan & Co. served as the financial advisor to Bowne.

Founded in 1775, Bowne & Co., Inc. -- http://www.bowne.com/-- is
a global leader in providing high-value solutions that empower its
clients' communications.  Bowne & Co. combines its capabilities
with superior customer service, new technologies, confidentiality
and integrity to manage, repurpose and distribute a client's
information to any audience, through any medium, in any language,
anywhere in the world.

                         *     *     *

Bowne & Co.'s 5% convertible subordinated notes due Oct. 1, 2033,
carry Moody's Investors Service's and Standard & Poor's single-B
ratings.


CAPITAL AUTOMOTIVE: Launches Offer for 7-1/2% & 8% Preferred Units
------------------------------------------------------------------
Capital Automotive LLC reported that the company has commenced
cash tender offers for any and all of its outstanding 7-1/2%
Series A Cumulative Redeemable Preferred Units -- CUSIP No.
139733117 -- and 8% Series B Cumulative Redeemable Preferred Units
-- CUSIP No. 139733307.

The Company is the successor to Capital Automotive REIT, a
Maryland real estate investment trust, which was merged with and
into Capital Automotive LLC effective as of Dec. 31, 2005.  In the
Restructuring, all of the holders of the REIT's outstanding Series
A and Series B preferred shares received the Company's Series A
and Series B LLC interests, respectively, with their rights,
preferences, restrictions, qualifications, limitations, terms and
conditions as provided in the instrument pursuant to which they
were issued, the REIT's Articles Supplementary, with respect to
the preferred shares materially unchanged.

In connection with the Restructuring, the REIT deregistered its
Series A and Series B preferred shares under the Securities
Exchange Act of 1934 and removed its Series A and Series B
preferred shares from quotation on the Nasdaq National Market.
The LLC interests are not registered under the Exchange Act, nor
quoted on the Nasdaq National Market or any other automated
quotation system or traded on or through any stock exchange.

Holders of LLC interests who validly tender their LLC interests at
or before 5:00 p.m., New York City time, on Monday, Feb. 13, 2006,
unless extended, and do not validly withdraw their LLC interests
at or before the applicable Expiration Time, will receive as
payment for the LLC interests $25.00 per LLC interest. The company
expects to make the regular quarterly distribution payment on the
LLC interests for the period ended Jan. 31, 2006, when, as and if
declared by its Board of Managers, to holders of LLC interests.
When, as and if declared, the Board of Managers expects that this
distribution will be payable to holders of record of the LLC
interests as of Feb. 1, 2006, on Feb. 15, 2006.

In addition, the company expects to pay a partial distribution on
the applicable payment date for each tender offer for
distributions accrued between Jan. 31, 2006, and the applicable
Expiration Time to holders whose LLC interests are tendered in
response to such tender offer and not withdrawn.  The company
expects payment to be made on a business day promptly after the
applicable Expiration Time.  The company expects that LLC
interests that are not tendered will continue to receive regular
distributions on a quarterly basis when, as and if declared by its
Board of Managers.  The company will cease to make distribution
payments on LLC interests purchased in a tender offer after the
applicable payment date for such tender offer, except for the
regular quarterly distribution payment payable to holders of
record of the LLC interests as of Feb. 1, 2006, on Feb. 15, 2006.

Each tender offer is scheduled to expire at 5:00 p.m., New York
City time, on Monday, Feb. 13, 2006, unless extended or earlier
terminated.  Tendered LLC interests may not be withdrawn after the
applicable Expiration Time, except as described in the Offer to
Purchase, dated Jan. 13, 2006, or as required by law.

The terms of the tender offers, and the conditions to which they
are subject, including a financing condition, are described in the
Offer to Purchase dated Jan. 13, 2006, copies of which may be
obtained from Morrow & Co., Inc., the information agent for the
tender offers, at (800) 607-0088 -- Holders of LLC interests -- or
(800) 662-5200 -- Banks and Brokerage Firms.

The Company has retained Wachovia Securities to act as the
exclusive Dealer Manager in connection with the tender offers.
For additional information regarding the tender offers, contact
Wachovia Securities at (866) 309-6316 (US Toll Free) or
(704) 715-8341 (collect).

Headquartered in McLean, Virginia, Capital Automotive REIT (nka
Capital Automotive LLC) is a Delaware limited liability company.
The company's primary strategy is to acquire real property and
improvements used by operators of multi-site, multi-franchised
automotive dealerships and related businesses.

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Capital Automotive REIT and Capital Automotive L.P. to
'BB+' from 'BBB-'.

At the same time, the ratings are removed from CreditWatch
negative, where they were placed Sept. 7, 2005, after the
announcement that CARS had entered into a definitive agreement to
be acquired.

Also, the rating on the company's $163.75 million of rated
preferred securities is lowered to 'B+' from 'BB+'.  Concurrently,
the 'BB+' rating assigned to the company's new $2.2 billion
secured credit facility, which has a recovery rating of '3', is
affirmed.

Lastly, ratings are withdrawn on the company's $125 million 6.75%
monthly income notes and $175 million 5.46% senior unsecured
notes, which were redeemed in connection with the acquisition.
The outlook for this newly private entity is stable.


CARD CORP: Files List of 4 Largest Unsecured Creditors
------------------------------------------------------
The Card Corp. submitted a list of its 4 Largest Unsecured
Creditors to the U.S. Bankruptcy Court for the Southern District
of New York, disclosing:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
LPP Mortgage Ltd.             Mortgage lien             $745,004
f/k/a Loan Participant
Partners, Ltd.
600 Legacy Drive
Plano, TX 75024-3601

J.P. Morgan Chase             Line of credit             $20,000
270 Park Avenue
Attn: Stephanie Tapp
New York, NY 10017

New York City Dept. of        Real estate tax             $9,537
Finance
345 Adams Street, 3rd Floor
Attn: Devora B Cohn
Brooklyn, NY 11201

Consolidated Edison           Gas & electric                $471
4 Irving Place
Attn: Gerald Vomacka
New York, NY 10003

Headquartered in Bronx, New York, The Card Corp. filed for chapter
11 protection on Dec. 14, 2005 (Bankr. D. Rhode Island Case No.
05-49371).  Sean C. Southard, Esq., and Tracy L. Klestadt, Esq.,
at Klestadt & Winters, represent the Debtor in its restructurng
efforts.  When the Debtor filed for protection from its creditors,
the company listed estimated assets between $1 million to
$10 million.


CARGO CONNECTION: Inks $2.35-MM Montgomery Equity Financing Pact
----------------------------------------------------------------
Cargo Connection Logistics Corp. completed a financing agreement
for $2.35 million with Montgomery Equity Partners, Ltd.

Under the terms of the agreement, the Company received the initial
traunch of the funding in the amount of $1.75 million with the
balance of $600,000 to be funded two days prior to the filing of
the SB-2 Registration Statement with the Securities and Exchange
Commission.

The Company issued to Montgomery a secured convertible debenture
in the amount of $1.75 million with a 10% interest rate and a
maturity date of December 28, 2007.  The debentures are
convertible into common shares of the Company at the lesser of:

   (a) $0.0025; or

   (b) 75% of the lowest closing bid price of the Company's common
       stock, as quoted by Bloomberg, LP, of the 10 trading days
       immediately preceding the conversion date.

The conversion price may be adjusted pursuant to the other terms
of this debenture.  The Company simultaneously issued to
Montgomery five year warrants to purchase 2 million shares of the
Company's common stock, which are exercisable at an exercise price
of $0.001.

There are penalty provisions for the Company should the
Registration Statement to be filed not become effective within
120 days of the closing date.  The debentures are secured by all
of the assets of the Company.

A full-text copy of the Securities Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?44c

Cargo Connection Logistics Corp. -- http://www.cargocon.com/-- is
a leader in world trade logistics.  Headquartered adjacent to JFK
International Airport, the company is a transportation logistics
provider for shipments importing into and exporting out of the
United States, especially through the Gateways of Chicago,
Illinois; JFK, New York; Miami, Florida or Atlanta, Georgia, with
service areas throughout the Unites States and North America.
Mid-Coast Management, Inc. has container freight stations
specifically designed to handle internationally arriving freight
for the major retail suppliers through its CFS facilities in
Florida, Georgia, Illinois, New York and Ohio.  Since its
inception, Mid-Coast Management has developed relationships with
many retailers and also works with Freight Forwarders from around
the world.

Cargo Connection's balance sheet showed $2,824,440 in total assets
at Sept. 30, 2005, and liabilities of $6,102,605, resulting in a
$3,278,165 stockholders' deficit.


CENTURY ALUMINUM: Michael Bless Replaces David Beckley as CFO
-------------------------------------------------------------
Century Aluminum Company (NASDAQ:CENX) reported that Michael Bless
will succeed David Beckley as chief financial officer, effective
Jan. 23, 2006.  Mr. Beckley, who will retire after ten years of
service, will remain with Century through the first quarter of
2006 to assist with transition matters.

Mr. Bless most recently served as managing director of M. Safra &
Co. in New York, a private investment firm.  Prior to this, he
served as senior vice president and chief financial officer of
Rockwell Automation, Inc.

Before joining Rockwell, Mr. Bless spent ten years as an
investment banker with Dillon, Read & Co. Inc., where he rose from
the position of financial analyst to senior vice president,
focusing on industrial companies and mergers and acquisitions.
Mr. Bless is a 1987 graduate of Princeton University.

"We are very pleased to bring Mike onboard," said Century chief
executive officer Logan Kruger.  "His broadly-based financial
expertise, combined with his background in the manufacturing
sector, should serve us well as we continue to improve our
competitiveness in the global aluminum industry."

Century presently owns 615,000 metric tonnes per year (mtpy) of
primary aluminum capacity.  The company owns and operates:

   -- a 244,000 mtpy plant at Hawesville, Kentucky;

   -- a 170,000 mtpy plant at Ravenswood, West Virginia; and

   -- a 90,000 mtpy plant at Grundartangi, Iceland, that is being
      expanded to 220,000 mtpy.

The company also owns a 49.67-percent interest in a 222,000 mtpy
reduction plant at Mt. Holly, South Carolina.  Alcoa Inc. owns the
remainder of the plant and is the operating partner.  With the
completion of the Grundartangi expansion, Century's total capacity
will stand at 745,000 mtpy by mid-2007.  Century also holds a
50-percent share of the 1.25 million mtpy Gramercy Alumina
refinery in Gramercy, Louisiana and related bauxite assets in
Jamaica.  Century's corporate offices are located in Monterey,
California.

Century Aluminum Co. owns 615,000 metric tons per year (mtpy) of
primary aluminum capacity.  The company owns and operates a
244,000-mtpy plant at Hawesville, Kentucky, a 170,000-mtpy plant
at Ravenswood, West Virginia, and a 90,000-mtpy plant at
Grundartangi, Iceland.  Century also owns a 49.67-percent interest
in a 222,000-mtpy reduction plant at Mt. Holly, South Carolina.
Alcoa Inc. owns the remainder and is the operating partner.
Century's corporate offices are located in Monterey, California.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 7, 2004,
Moody's Investors Service assigned a B1 rating to Century Aluminum
Company's $175 million senior unsecured convertible notes due
2024.

These ratings were affirmed:

   * The Ba3 rating for Century's $100 million senior secured
     revolving credit facility,

   * The B1 rating for Century's $250 million 7.5% senior notes
     due 2014

   * Century's B1 senior implied rating, and

   * Century's B3 senior unsecured issuer rating.

As reported in the Troubled Company Reporter on Nov. 9, 2004,
Standard & Poor's Ratings Services raised its rating on Century
Aluminum Company's $150 million 1.75% convertible notes due 2024
to 'BB-' from 'B' and removed it from CreditWatch.  At the same
time, Standard & Poor's affirmed its 'BB-' corporate credit rating
on the Monterey, California-based company.


CHURCH & DWIGHT: Gets Access to $400 Million Credit Facility
------------------------------------------------------------
Church & Dwight Co., Inc., entered into an amended and restated
credit agreement with these banks and financial institutions:

   * The Bank of Nova Scotia, documentation agent;
   * Bank of America, N.A., documentation agent;
   * National City Bank, documentation agent;
   * Citicorp North America, Inc., as syndication agent;
   * J.P. Morgan Chase Bank, N.A., as administrative agent;
   * General Electric Capital Corporation
   * Scotiabanc Inc.
   * PNC Bank, National Association
   * Allied Irish Banks, P.L.C.
   * AIB Debt Management, Limited
   * The Bank Of New York
   * Credit Industriel Et Commercial
   * Fortis Capital Corp.
   * Lasalle Bank National Association
   * Erste Bank
   * KBC Bank N.V.
   * People's Bank
   * Wachovia Bank, National Association
   * Harris Nesbitt Financing, Inc.
   * DZ Bank AG
   * HSBC Bank USA, NA
   * Israel Discount Bank of NY
   * North Fork Business Capital
   * Metlife Bank, National Association
   * Bank Of Tokyo-Mitsubishi Trust Company
   * Union Bank of California, N.A.
   * PB Capital Corporation
   * Webster Bank, National Association
   * Firstrust Bank; and
   * IKB Capital Corporation

The Credit Agreement, which refinanced the Company's existing bank
term loans and continued its existing revolving loan facility
provides for:

   (1) a five year term loan in an aggregate principal amount of
       $300 million, which term loan may be increased by up to an
       additional aggregate principal amount of $250 million; and

   (2) a multi-currency revolving credit and letter of credit
       facility in an aggregate principal amount of up to
       $100 million. The Term Loan will bear interest at a rate
       lower than that payable with respect to the term loans it
       refinanced.  The Revolving Loans, which are currently
       undrawn, are available for general corporate purposes.

The Company's obligations under the Credit Agreement are secured
by substantially all of assets of Company and some of its domestic
subsidiaries.

A full-text copy of the Amended Credit Agreement is available for
free at http://ResearchArchives.com/t/s?449

Church & Dwight Co., Inc. manufactures and markets a wide range of
personal care, household and specialty products, under the ARM &
HAMMER brand name and other well-known trademarks.  In addition to
Arm & Hammer toothpaste, the Company's oral care portfolio
includes the Mentadent brand of toothpaste and toothbrushes, and
Close-up, Aim and Pepsodent toothpastes, all of which are sold
in the U.S. and Canada, and the Pearl Drops(R) brand of tooth
polish which is primarily sold in Europe.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 18, 2005,
Standard & Poor's Ratings Services raised Church & Dwight Co.
Inc.'s bank loan rating to 'BB+' from 'BB', its senior unsecured
debt rating to 'BB-' from 'B+', and its recovery rating to '1'
from '2'.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and 'B+' senior subordinated debt ratings on the Princeton,
New Jersey-based consumer products company.  About $650 million of
debt is affected by these actions.

As reported in the Troubled Company Reporter on, Dec. 10,
2004, Moody's Investors Service assigned a Ba3 rating to the
$175 million senior subordinated notes to be issued by Church &
Dwight, Inc.

Existing senior unsecured and senior subordinated debt ratings
have been upgraded by one notch, to Ba2 and Ba3, respectively.  In
addition, CHD's Ba2 senior implied and senior secured debt ratings
were affirmed and the ratings outlook was revised to positive from
stable.


COLLINS & AIKMAN: To Pay Heidel $259,876 as Adequate Protection
---------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Eastern District of Michigan, Collins & Aikman Corporation, its
debtor-affiliates and Heidel North America, Inc., agree that in
satisfaction of all claims that Heidel may hold against the
Debtors on account of the tooling equipment, the Debtors will pay
Heidel North $259,876 as adequate protection payment.

As reported in the Troubled Company Reporter on Nov. 29, 2005,
Heidel asked the Bankruptcy Court to lift the automatic stay to
allow it to regain possession of its tooling.  Heidel stated that
it has a properly perfected lien under the Michigan Special Tools
Lien Act and a recorded UCC-1 financing statement.

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


COOPER-STANDARD: Moody's Downgrades Sr. Sub. Notes Ratings to Caa1
------------------------------------------------------------------
Moody's Investors Service lowered the ratings of Cooper-Standard
Automotive Inc. and its wholly-owned Canadian subsidiary Cooper-
Standard Automotive Canada Limited -- corporate family, to B2 from
B1; guaranteed senior secured credit facility, to B2 from B1;
guaranteed senior unsecured notes, to B3 from B2; guaranteed
senior subordinated notes, to Caa1 from B3.

Moody's also assigned a B2 rating to the $215 million incremental
term loan component of Cooper-Standard's existing senior secured
credit facility that will be used to fund the pending acquisition
of ITT's Fluid Handling Systems Division (FHS) for $205 million.
The downgrades reflect the weakening of Cooper-Standard's credit
metrics during 2005 resulting from agreed upon price concessions
to OEM customers, and higher raw material cost which have not been
passed through to the OEMs.

Although the FHS acquisition will add incremental debt to Cooper-
Standard's capital structure, the earnings and cash flow
contribution of these operations should limit any deterioration in
pro forma credit metrics.  Longer-term, there may be the
possibility of synergistic cost savings.  The confirmation of the
SGL-3 Speculative Grade Liquidity rating reflects:

   * Moody's expectation the company will maintain adequate
     liquidity during 2006 from internal cash generation;

   * availability under committed borrowing facilities; and

   * the modest head room under the financial covenants contained
     in the lending agreement.

The negative outlook reflects the potential that Cooper-Standard's
cash generation and credit metrics could come under further
pressure as a result of the operating and competitive challenges
faced by its OEM customers.  Key OEM customers, and consequently
Cooper-Standard, will remain vulnerable to:

   * further erosion in the US truck and SUV market;

   * continued loss of share to Asian auto manufacturers; and

   * production disruptions that might occur in the event of a UAW
     strike at Delphi.

The downgraded ratings include:

1) Guaranteed senior secured credit agreement for borrowers
   Cooper-Standard and Cooper-Standard Canada to B2 from B1,
   consisting of:

   * guaranteed senior secured revolving credit facility (US$
     denominated) at Cooper-Standard, due December 2010;

   * guaranteed senior secured revolving credit facility
     equivalent (US$ or C$ denominated) at Cooper-Standard Canada,
     due December 2010;

   * guaranteed senior secured term loan A (C$ denominated) at
     Cooper-Standard Canada, due December 2010;

   * guaranteed senior secured term loan B (US$ denominated) at
     Cooper-Standard Canada, maturing December 2011; and

   * guaranteed senior secured term loan C (US$ denominated) at
     Cooper-Standard, maturing December 2011.

2) US$200 million guaranteed senior unsecured notes maturing
   December 2012, to B3 from B2

3) US$350 million guaranteed senior subordinated unsecured notes
   maturing December 2014, to Caa1 from B3

Corporate Family rating, to B2 from B1.

Assigned ratings included:

   * rating to the guaranteed senior secured incremental term
     loan D (US$ denominated) under the guaranteed senior secured
     credit at Cooper-Standard, maturing December 2011, of B2

Confirmed Ratings include:

   * Speculative Grade Liquidity rating of Cooper-Standard to
     SGL-3

Cooper-Standard's operations have been effected by lower unit
sales volumes, OEM price concessions, combined with higher raw
material prices of steel and petroleum-related products.
Partially offsetting the effect of these items has been the
company's continuing restructuring efforts including plant
closures, consolidations and continued investment in low-cost
countries.  The result of these trends is reflected in the
company's deteriorating operating margins and credit metrics.
While Cooper-Standard's ability to generate free cash flow is a
favorable factor, the company's high degree of market and customer
concentrations, combined with its high leverage, remain key
negative rating factors.

Moody's believes that Cooper-Standard's credit metrics (calculated
using Moody's standard adjustments) are consistent with a B2
rating level based on Moody's Global Auto Supplier Methodology of
June 2005.  For the year-to-date September 2005 Cooper-Standard's
EBIT/interest expense was approximately 1.0x.  Total Debt/EBITDA
is expected to be approximately 5.3x using estimated full year
EBITDA.  For the year-to-date September 2005, Cooper-Standard had
positive free cash flow of $54 million and is expected to be
positive for the full year.  At Sept. 30, 2005 the company had $60
million of cash on its balance sheet and an additional $109
million of borrowing capacity under its revolving credit facility,
net of letters of credit.

Cooper-Standard is acquiring FHS for $205 million (the
"Acquisition").  FHS is a leading manufacturer of steel and
plastic tubing and quick connects for fuel and brake lines used in
automotive applications.  FHS is estimated to have net sales for
2004 of $437 million.  Moody's anticipates that the Acquisition
will have minimal impact on Cooper-Standard's pro forma year-end
credit metrics.  Cooper-Standard expects an additional annual
savings to be attained by year-end 2006 through the consolidation
of SG&A functions and combined purchasing material efficiencies.

Cooper-Standard's sales will continue to be heavily concentrated
among the Big 3 OEMs.  However, direct sales to this customer base
should narrow modestly from approximately 66% of total sales to
62% pro forma for 2005 after the FHS transaction.  Over 84% of the
combined company's projected revenues reflect booked business
through 2008 based upon the production volumes assumed.  FHS'
sales and margins have trended downward in recent years due to
shifts in management's focus at ITT.  Cooper-Standard's management
will attempt to reverse this trend in 2006.  Management expects
the approximate 47% of FHS' business with Tier 2 suppliers to
provide an opportunity to pass on some raw material price
increases.  Cooper-Standard continues to have content on all 20 of
the top-selling platforms in North America, and on 17 of the 20
top-selling platforms in Europe and has leading market positions
within each of its fragmented niche markets.

Cooper-Standard's SGL-3 speculative grade liquidity rating
reflects Moody's belief that the company has an adequate liquidity
profile over the next year.  Pro forma for the transaction,
Cooper-Standard is expected to have approximately $64 million of
cash on the balance sheet.  Cooper-Standard expects to generate
cash flow from operations in excess of capital expenditures in
2006.  The $125 million revolving credit is expected to remain
largely unutilized except for approximately $16 million of letters
of credit usage.  However, cushion under the interest coverage
covenant is viewed as modest.  The senior secured credit facility
is secured by substantially all the stock and assets owned by the
borrowers and guarantors.

Future events that could result in pressure on Cooper-Standard's
ratings include:

   * material reductions in OEM production volumes that adversely
     affect the company's business outlook;

   * a failure by the company to realize material lean
     manufacturing and restructuring savings sufficient to offset
     customer price concessions and other operating cost
     increases;

   * rising raw materials prices which cannot be offset by
     customer surcharges and price increases;

   * lost market share;

   * insufficient availability under the revolving credit
     facility;

   * additional announcements of a material acquisition
     (particularly if debt-financed); or

   * plans for buybacks of common stock or a dividend payment to
     the common shareholders.

Consideration for lower ratings could arise if any combination of
these factors were to increase leverage over 5.5x.

Future events that could stabilize Cooper-Standard's rating
outlook include:

   * the realization of incremental new business awards from both
     domestic transplants and foreign OEM's that will serve to
     diversify and globalize the customer base;

   * rising average content per vehicle, stabilized raw material
     costs resulting in increase margins; and

   * permanent debt reduction at a faster pace than projected.

Consideration for an improved outlook or rating upgrade could
arise if any combination of these factors were to reduce leverage
consistently under 4.0x or increase EBIT/interest coverage
consistently above 2.0x.

Cooper-Standard, headquartered in Novi, Michigan, is a portfolio
company of The Cypress Group and Goldman Sachs Capital Partners.
It is a leading global manufacturer of:

   * fluid handling,

   * body sealing, and

   * noise, vibration, and harshness control systems for
     automotive vehicles.

As a percentage of revenues, these business lines currently
respectively contribute approximately 34%, 47%, and 19% of the
total.  The company sells about 90% of its products to automotive
original equipment manufacturers.  Annual revenues currently
approximate $1.9 billion.


DELPHI CORP: Appaloosa's Motion to Appoint Equity Panel Draws Fire
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Jan. 2,
2006, Appaloosa Management L.P., one of Delphi Corporation's
largest shareholders, owning beneficially 9.3% of Delphi's issued
and outstanding shares, asks the Honorable Robert D. Drain of the
U.S. Bankruptcy Court for the Southern District of New York to
direct the United States Trustee for the Southern District of New
York to appoint an official committee of equity security holders
to serve in Delphi Corporation and its debtor-affiliates' Chapter
11 cases.

Both the Debtors and the Official Committee of Unsecured
Creditors have communicated to the U.S. Trustee their opposition
to the appointment of an Equity Committee, Mr. Cunningham tells
the Court.

                    Objections of U.S Trustee,
                    JPMorgan & General Motors

(1) U.S. Trustee

Deirdre A. Martini, the United States Trustee for Region 2, says
that Appaloosa Management L.P.'s request was filed prematurely
given that the fact that no Section 341(a) meeting has yet been
held in the Debtors' Chapter 11 cases and the deadline for the
Debtors to file their schedules and statements of financial
affairs has been extended to Jan. 22, 2006.

The U.S. Trustee maintains that any decision on whether to
appoint an official committee of equity security holders should
be made only after the issue of insolvency is conclusively
determined along with the other relevant criteria established by
case law.

"Insolvency can not determined until the [Debtors] file verified
schedules and statements of financial affairs with the Court,"
the U.S. Trustee asserts.  "[Parties-in-interest] and the Court
should be afforded ample opportunity to review all factors
necessary to this decision."

Appaloosa, the U.S. Trustee contends, has failed to demonstrate
that the appointment of an equity committee is necessary to
adequately represent equity security holders' interests.

The U.S. Trustee asks Judge Drain to deny Appaloosa's request.

(2) JPMorgan

JPMorgan Chase Bank, N.A., in its capacity as administrative
agent for a syndicate of approximately 250 senior secured lenders
to the Debtors, asserts that Appaloosa has failed to demonstrate
that the appointment of an equity committee is warranted under
the circumstances surrounding the Debtors' Chapter 11 cases.

"Give the economics of [the Debtors'] cases, an equity committee
would be little more than an estate funded vehicle for out-of-
money equity designed to extract value through the threat of
litigation and the risks, costs and delays associated therewith,"
Kenneth S. Ziman, Esq., at Simpson Thacher & Bartlett LLP, in New
York tells the Court.

JPMorgan notes that the Official Committee of Unsecured Creditors
adequately represents the interests of the Debtors' existing
equityholders.  "The Committee has been an active watchdog in
these cases," Mr. Ziman avers.  "Any role to be played by an
equity committee would be redundant of the role that the
Committee is already playing."

JPMorgan also notes that, as stated by the Debtors, Delphi's
Board of Directors adequately represents all of its stakeholders,
including the Existing Equity Holders, in its "fiduciary mission
in the Chapter 11 cases to maximize business enterprise value for
all the Debtors' stakeholders."

(3) General Motors

General Motors Corporation clarifies that it neither opposes nor
supports Appaloosa's request.  However, General Motors wants to
correct Appaloosa's principal misstatements relating to General
Motors' involvement in the Debtors' Chapter 11 cases to the
extent those allegations are relied on to support Appaloosa's
request.

General Motors denies the accusations that it is able to exercise
undue influence over Delphi, to the detriment of Delphi's
shareholders.

General Motors maintains that:

   -- following Delphi's formation and spin-off from General
      Motors in 1999, Delphi has remained a wholly separate and
      independent corporation with its own management and
      an autonomous board of directors.  General Motors has not
      held any seats on Delphi's board of directors since General
      Motors' complete divestiture of Delphi stock in May 1999;

   -- it has had no influence over any employment decisions
      relating to Delphi's management;

   -- at no point did it publicly or privately recommend, advise,
      advocate, urge or support the filing of Delphi's Chapter 11
      cases; and

   -- it is not controlling and, in fact, cannot control Delphi's
      negotiations with its unions.

General Motors suggests that to the extent Appaloosa desires the
appointment of an equity committee, it should concentrate on
meeting its burden of satisfying the need for adequate
representation through the presentation of accurate and
substantiated facts, and not through rumor and innuendo.

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


DELPHI CORP: Creditors Panel Balk at Deloitte & Touche Retention
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on Dec. 6,
2005, Delphi Corporation and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Deloitte & Touche LLP, as their independent auditors and
accountants, nunc pro tunc to Oct. 8, 2005.

                  Creditors Committee Objects

The Official Committee of Unsecured Creditors opposes the
approval of the Debtors' Application unless the Debtors and
Deloitte & Touche LLP adequately address these issues:

   (a) Neither the indemnification language in Deloitte's
       Government Reports Engagement Letter dated Jan. 24, 2005,
       the provisions in the form of the proposed Court order
       approving the Application, nor the fact that the Debtors'
       employment of the firm may be a basis for the conversion
       of any prepetition claims or the firm's requests for
       indemnification or reimbursement of administrative claims;
       and

   (b) The proposed Order and Deloitte's employment cannot be a
       basis in any manner for the preclusion of avoidance
       actions under Chapter 5 of the Bankruptcy Code against the
       firm.

The Creditors Committee contends that any claim by Deloitte for
reimbursement of attorneys' fees and expenses incurred prior to
the Petition Date should be treated and reviewed as a general
unsecured prepetition claim.

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


DELPHI CORP: U.S. Trustee Objects to Appointing a Fee Committee
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Oct. 17, 2005, pursuant to Sections 105(a) and 331 of the
Bankruptcy Code, Delphi Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
establish uniform procedures for paying and reimbursing
professionals retained by Court order.

The Debtors believe that their proposed Interim Compensation
Procedures will enable all parties-in-interest to:

   -- closely monitor the costs of administration,
   -- maintain a level cash flow; and
   -- implement efficient cash management procedures.

              Fee Committee Appointment & Objections

As part of their request, the Debtors asked the Court to appoint
a fee committee to review and analyze fee statements and interim
and final fee applications submitted by the Debtors' Court-
appointed professionals.  They further requested that the Court
authorize the Fee Committee to hire a fee examiner and separate
legal counsel.

However, Deirdre A. Martini, United States Trustee for Region 2,
asserts that the complexity of the Debtors' cases does not
warrant a Fee Committee.  The U.S. Trustee argues that she has
the capability to review fee statements, fee applications and
budgets without a Fee Committee's assistance.

The U.S. Trustee also contends that a Fee Committee would only be
an unnecessary administrative expense to the Debtors' Chapter 11
estates because the Debtors will then have to pay, at a minimum,
the:

   (a) expenses of the Fee Committee members, including airfare,
       hotel, and meals;

   (b) fees and costs of the Retained Professionals who prepare
       the Fee Committee members' expense reports;

   (c) fees and costs of a fee examiner; and

   (d) the fees and costs of the Fee Committee's counsel.

The Debtors' creditors should not be forced to subsidize another
layer of administrative expenses, the U.S. Trustee asserts.

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


DX III: S&P Junks Rating on $150 Million Second-Lien Term Loan B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to film processor DX III Holdings Corp., which is
expected to be renamed Deluxe Entertainment Services Group LLC
after the closing of the acquisition of the company by MacAndrew &
Forbes Holdings Inc. from Rank Group PLC.

At the same time, a bank loan rating of 'B' and a recovery rating
of '3' were assigned to Deluxe's proposed $607.5 million
first-lien credit facilities, indicating an expectation of
meaningful recovery of principal in a default scenario.  The
facilities consist of a $150 million revolving credit facility due
2011 and a $457.5 million term loan A due 2011.

Standard & Poor's also assigned its 'CCC+' bank loan rating and a
recovery rating of '5', indicating an expectation of negligible
recovery of principal in a default scenario, to Deluxe's
$150 million second-lien term loan B due 2011.

The outlook is stable.  Proceeds from the financing transaction
will be used to fund the acquisition.  Pro forma for the
transaction, total debt outstanding as of Sept. 24, 2005, was
$615.9 million.

"The ratings reflect Deluxe's significant exposure to the risk of
accelerated digital adoption, its dependence on several large
movie studios, and the need for advances to secure movie studio
contracts," said Standard & Poor's credit analyst Tulip Lim.

These factors are only partially offset by:

     * the company's leading position in the motion picture film
       processing and printing industry;

     * some near-term growth prospects, especially in its creative
       services and European film lab businesses;

     * the likelihood of slower digital projection adoption in the
       more fragmented European market; and

     * its holding of long-term contracts with movie
       studios.

Los Angeles-based Deluxe processes 35mm film for the motion
picture industry and distributes release and trailer prints for
exhibition in theaters.  The company also provides subtitling and
assorted digital services for the movie industry.

The transition to digital projection represents a major challenge
for Deluxe.  If digital projection is widely adopted by movie
exhibitors, 35mm film processing volume will likely decline,
affecting Deluxe's financial performance.  So far, the adoption of
digital projection has been hampered by industry participants'
reluctance to shoulder its large initial installation and
transition costs.  Longer term, it is highly likely that movie
studios and movie exhibitors will resolve the transition cost
issue, because digital projection offers considerable added value
to both parties, especially to the studios, in terms of cost,
flexibility, and speed.

The company's EBITDA margins have been good.  In the near term,
Deluxe's revenue and profit should increase as a result of growth
potential in the company's creative services and European film lab
businesses.  Creative services should remain lucrative in the
longer term as new content distribution channels emerge, studios
begin to digitally convert their film libraries, use of new
technologies to enhance visual content remains popular, and
studios outsource more and more technical and creative services.

The European film lab segment also has some near-term growth
prospects because Hollywood studios are releasing more films
abroad at the same time as in the U.S.  This division is somewhat
insulated from the risk of digital implementation because a more
fragmented feature film production and exhibition industry in
Europe will likely translate into a slower rate of digital
migration.

Though near-term growth prospects and significant debt
amortization could improve leverage and coverage in the short
term, credit metrics could worsen considerably once digital
projection adoption materializes.  Deluxe's conversion of EBITDA
to discretionary cash flow is inconsistent, driven by the timing
of advance contract payments to movie studios.  However, in the
next two years, advance contract payments are expected to be low,
which should enable Deluxe to meet the high scheduled debt
repayment over those two years.


EMMIS COMMS: Reports Financial Performance for Third Quarter
------------------------------------------------------------
Emmis Communications Corporation (NASDAQ: EMMS) reported results
for its third fiscal quarter ended Nov. 30, 2005.

For the third fiscal quarter, the company reported net revenue of
$100.5 million, compared to $90.2 million for the same quarter of
the prior year, an increase of 11%.  Reported net revenues for all
periods presented exclude the results of Emmis' television
stations and WRDA-FM, which have been classified as discontinued
operations.

Diluted net income per common share from continuing operations was
$0.01, compared to $0.07 for the same quarter of the prior year.
The decrease is due to significantly higher interest expense,
principally as a result of borrowings to finance the Dutch Auction
Tender Offer, completed in June 2005.

"Emmis saw a lot of positive activity this quarter, and the
results are still emerging.  By the end of the month, we expect to
have sold 13 of our 16 television stations, and, as promised, we
have continued to build a solid capital structure," said Jeff
Smulyan, Emmis Chairman and CEO.  "And we accomplished all this
while remaining focused on operations, beating our radio markets
and delivering another strong quarter.  Looking ahead, we expect
even more success in Chicago due to current investments in talent
and promotions."

For the third quarter, the company's radio net revenues increased
by 10%, while pro forma radio net revenues (including WLUP-FM and
the Emmis radio networks in Slovakia and Bulgaria) increased by
4%.  Publishing net revenues increased by 18%.

For the third quarter, operating income was $25.5 million,
compared to $20.9 million for the same quarter of the prior year.
Emmis' station operating income for the third quarter was
$38.2 million, compared to $35.2 million for the same quarter of
the prior year.

International radio net revenues and station operating expenses
for the quarter ended Nov. 30, 2005, were $5.9 million and
$5 million.

On Nov. 30, 2005, Emmis sold substantially all of the assets of
television station WSAZ in Huntington/Charleston, West Virginia to
Gray Television for $186 million.  Also on Nov. 30, 2005, Emmis
sold substantially all of the assets of four television stations
(plus regional satellite stations) to LIN Television Corporation
and entered into a Local Programming and Marketing Agreement with
LIN for WBPG in Mobile, Ala./Pensacola, Fla., receiving gross
proceeds of $257 million.

Net proceeds of these transactions, approximately $441.6 million,
were used to repay outstanding debt obligations.

On Dec. 5, 2005, Emmis sold substantially all of the assets of
television stations WFTX in Ft. Myers, Fla. and KGUN in Tucson,
Ariz., and the tangible assets and many of the intangible assets
(excluding, principally, the FCC license) of KMTV in Omaha, Neb.
to Journal Communications for $225 million of gross proceeds.

Emmis plans to use the proceeds to repay outstanding debt
obligations, to fund acquisitions or for other general corporate
purposes.  Also on Dec. 5, 2005, Emmis entered into an LMA with
Journal for KMTV.

On Sept. 28, 2005, Emmis signed definitive agreements to sell four
television stations (plus regional satellite stations) to SJL
Broadcast Group and affiliates of The Blackstone Group for
$259 million.  The FCC has approved the license transfers, and
Emmis expects the sale to close by Jan. 31, 2006.  The Company
plans to use the proceeds to repay outstanding debt obligations,
to fund acquisitions or for other general corporate purposes.
On Sept. 23, 2005, Emmis signed a definitive agreement to sell
radio station WRDA-FM in St. Louis, Mo. to Radio One, Inc., for
$20 million.  Radio One, Inc. began operation of this station
under an LMA effective Oct. 1, 2005.  Closing of this sale is
subject to customary conditions.  Emmis hopes to close this sale
by Feb. 28, 2006 and plans to use the proceeds to repay
outstanding debt obligations, to fund acquisitions or for other
general corporate purposes.

On Dec. 2, 2005, Walter Z. Berger, former Chief Financial Officer
of the Company, announced his resignation.  That same day David R.
Newcomer was appointed Interim Chief Financial Officer, and the
Company announced that it would conduct a search for a permanent
replacement for Berger.

On Dec. 12, 2005, the Board of Directors approved the acceleration
of the vesting of certain "out-of-the-money" unvested incentive
and non-qualified stock options granted prior to July 1, 2004,
with exercise prices equal to or greater than $20.76 per share.

Approximately $5.6 million of expense that would have been
recognized in the fiscal years ending Feb. 28, 2007, and 2008
(under SFAS No. 123R) will instead be a component of the Company's
SFAS No. 123 pro forma footnote expense disclosure in the fiscal
year ending Feb. 28, 2006.

On Dec. 23, 2005, Emmis called for redemption $230 million
aggregate outstanding principal amount of its Floating Rate Senior
Notes due in 2012, pursuant to the terms of the Indenture, dated
June 21, 2005, between the Company and The Bank of Nova Scotia
Trust Company of New York, as trustee.  The Notes will be redeemed
on a pro rata basis on Jan. 23, 2006.  The redemption price for
the Notes to be redeemed is $1,000 per $1,000 in aggregate
principal amount of the Notes, plus accrued and unpaid interest on
the Notes to be redeemed Jan. 23, 2006.

During December 2005, Emmis repaid an aggregate $387.9 million of
amounts outstanding under its senior credit facility.
Approximately $170.5 million was used to repay amounts outstanding
under the credit facility's revolving loan and $217.4 million was
used to repay amounts outstanding under the credit facility's term
loan.

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

                         *     *     *

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

Emmis Operating Company:

   * Ba2 rating on its senior secured credit facilities; and

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

Emmis Communications Corporation:

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

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

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

   * Ba3 corporate family rating; and

   * SGL-3 rating.


ENVIRONMENTAL ELEMENTS: ERISA Plan Termination Objections Due Now
-----------------------------------------------------------------
Environmental Elements Corporation intends to commence a
distressed termination of its Retirement Plan.  The plan is a
defined benefit pension plan established under the Employee
Retirement Income Security Act.  Under the provisions of Title IV
of ERISA, a plan sponsor may initiate a distressed termination of
an underfunded pension plan if the sponsor is liquidating its
assets in a bankruptcy case.

Lawrence D. Coppel, Esq., at Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC, tells the U.S. Bankruptcy Court for
the District of Maryland in Baltimore that the Retirement Plan is
underfunded since the present value of benefits payable to
participants is presently greater than the Plan's assets.

The amount of the underfunding will vary depending upon applicable
interest rate assumptions and the Retirement Plan's termination
date.  Upon termination, the PBGC will have a claim against the
bankruptcy estate for termination liability in the underfunded
amount.

The PBGC has filed a $11.6 million claim for estimated termination
liabilities.  A termination of the Retirement Plan will fix the
termination date for determining the amount of the PBGC's claim
for termination liability.

Mr. Coppel adds that there is no advantage to the bankruptcy
estate for the Retirement Plan to continue because Debtor is in
the process of liquidating its remaining assets and no longer
employ persons who are participants in the Retirement Plan.

All of the Debtor's employees have been terminated as of December
2005, when the Debtor consummated the sale of substantially all of
its assets to Clyde Bergemann US, Inc.  Clyde Bergemann did not
assume responsibility for the Retirement Plan when it acquired the
Debtor's assets.

Parties-in-interest have until today, Jan. 17, 2006, to file
objections to the proposed termination of the Retirement Plan.
Objections must be filed with the Bankruptcy Court and copies must
be served to:

          Lawrence D. Coppel, Esq.
          Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC
          233 East Redwood Street
          Baltimore, Maryland 21202

          Edmund Goldberg, Esq.
          Office of the U.S. Trustee
          Garmatz Federal Courthouse
          101 West Lombard Street, Suite 2625
          Baltimore, Maryland 21201.

Headquartered in Baltimore, Maryland, Environmental Elements
Corporation -- http://www.eec1.com/-- provides innovations for
plant maintenance services, air pollution control equipment and
complementary products.  The Company filed for chapter 11
protection on July 1, 2005 (Bank. D. Md. Case No. 05-25073).
Lawrence Coppel, Esq., at Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC, represents the Debtor.  When the Debtor filed for
protection from its creditors, it listed $1 million to $10 million
in assets and $10 million to $50 million in debts.


EPOCH INVESTMENTS: Files List of 8 Largest Unsecured Creditors
--------------------------------------------------------------
Epoch Investments, L.P., fka Empyrean Investment, L.P., delivered
to the U.S. Bankruptcy Court for the Southern District of New York
its list of its largest unsecured creditors.

Debtor's 8 Largest Unsecured Creditors are:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Empyreen Investment Fund LP      Loan                $3,000,000
343 Commercial Street
Union Wharf
Boston, MA 02109

Empyreen Investment Fund LP      Possible            $3,000,000
343 Commercial Street            unperfected lien
Union Wharf                      under 9/7/03
Boston, MA 02109                 Claims Purchase
                                 Confirmation
                                 Agreement

MarketXT Holdings Corporation    Loan                $2,500,000
c/o Alan Nisselson, Trustee
61 Broadway, 18th Floor
New York, NY 10006

MarketXT, Inc.                   Loan                $2,400,000
c/o Herold & Haines, P.A.
25 Independence Boulevard
Warren, NJ 07059

Omar Sharif Amanat               Loan                   $60,000
15 East 69th Street, Unit 7C
New York, NY 10021

Anjun Mahmood                    Accounting             $15,000
5 Walnut Street                  Services
Pine Brook, NJ 07058

Engel & Reiman PC                Legal Services         $10,000
The Equitable Building
730-17th Street, Suite 500
Denver, CO 80202

Irfan Amanat                     Services rendered      Unknown
68 Windsor Drive
Pine Brook, NJ 07058

Headquartered in New York, Epoch Investments, L.P., fka Empyrean
Investment, L.P.'s creditor, MarketXT Holdings, Inc., filed an
involuntary chapter 11 petition against the company on May 12,
2005 (Bankr. S.D.N.Y. Case No. 05-13470).  Alan Nisselson, Esq.,
at Brauner Baron Rosenzweig & Klein, LLP, is the chapter 11
Trustee of MarketXT Holdings.  Gabriel Del Virginia, Esq., of New
York, represents Epoch.  Leslie S. Barr, Esq., at Brauner Baron
Rosenzweig & Klein, LLP, represents Mr. Nisselson.  MarketXT
Holdings asserts a $2.5 million claim against Epoch.  When the
Debtor filed for chapter 11 protection from its creditors, it
listed $7,671,360 in assets and $10,985,000 in debts.


ENXNET INC: Gets Approval to Trade on Berlin Stock Exchange
-----------------------------------------------------------
EnXnet, Inc. (OTCBB Symbol: EXNT) (German WKN# A0HMDW) has been
granted permission to trade on the Berlin Stock Exchange.

EnXnet is planning a worldwide awareness campaign, beginning with
an extensive tour starting in Germany.  Company representatives
will then travel onto many other cities in Europe including but
not limited to: Zurich, Geneva, Vienna, Paris, Brussels, Amsterdam
and Stockholm to meet a diversified and comprehensive group of
professionals.  The tour will serve the purpose of introducing
EXNT to the investment Community as well as to potentially expand
on the business relationships already forged in the European
Community.

Ryan Corley, CEO of EnXnet, Inc., stated, "Our decision to apply
for listing and trade on the German Exchanges demonstrates our
commitment to facilitate global access to our securities and
improve market liquidity.  We are looking to expand business
opportunities in Western Europe."

EnXnet, Inc., offers video compression services for distribution,
downloading, and streaming of video and audio content for use on
the Internet, advertising applications, television and cable
broadcasting companies, and standard content media such as DVDs.

At Sept. 30, 2005, the company's balance sheet showed a $786,870
stockholders' deficit, compared to a $812,905 deficit at March 31,
2005.

                     Going Concern Doubt

The company said in its latest quarterly report filed with the
Securities and Exchange Commission that its working capital
deficit and incurred losses since inception raise substantial
doubt about its ability to continue as a going concern.


ESCHELON OPERATING: Moody's Upgrades $92 Mil. Notes' Rating to B3
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior secured and
corporate family ratings of Eschelon Operating Co.  Moody's also
affirmed the company's SGL-3 speculative grade liquidity rating.
The outlook is stable.

Moody's has taken these ratings actions:

Eschelon Operating Co.:

   * $92 million Senior 2nd Priority Lien Notes maturing
     in 2010 -- Upgraded to B3 from Caa1

   * Corporate family rating -- Upgraded to B3 from Caa1

   * Liquidity rating -- affirmed SGL-3

The rating outlook remains stable.

Moody's upgrade of Eschelon's credit rating reflects the company's
reduced financial risk stemming from improved operating
performance in its original markets and the successful integration
of the Advanced TelCom, Inc. -- ATI -- acquisition completed in
December 2004.  Although the company has not commenced free cash
flow generation, the debt reduction led by the IPO in mid-2005 and
its growing EBITDA has given the company more breathing room in
its debt capital structure.

The stable rating outlook reflects Moody's expectations that the
company will be able to sustain revenue growth and will maintain
current EBITDA margins.  Given the competitive nature of its
business, Eschelon's ability to generate free cash flow is
dependent on continued growth in sales.  Eschelon primarily serves
small to medium businesses in mid-west and western U.S. markets
that have exhibited greater than average growth.  The company's
focus on customers that have been underserved by the incumbent
local exchange carriers (85% footprint overlaps with Qwest), has
enabled it to grow revenue at 29% over the last 4 years, and 38%
over the same period, proforma the ATI acquisition.  Eschelon
benefits from being the first or the second largest competitive
telecom provider in the top 6 markets that it serves, and has
worked its churn rate down to below 1.5% during 2005.

Moody's projects Eschelon will generate positive cash flow in the
second half of 2006, and expects EBITDA margins to rise slightly
above the current range of 18%-20%.  Moody's expects the company's
adjusted leverage to be under 2.5x by the end of 2007, which is a
marked improvement from upwards of 8.0x prior to the ATI
acquisition and the IPO offering.

Ratings or their outlook may be subject to further upward revision
if the company:

   * demonstrates its ability to grow revenues at a double digit
     growth rate;

   * sustains EBITDA margins above 20%; and

   * generates free cash flow on a sustainable basis such that its
     free cash flow to debt ratio reaches a mid-single digit
     level.

However, ratings could come under pressure:

   * if changes in the capital structure leads to increased
     leverage above 3.0x either as a result of new acquisitions or
     a decline in EBITDA or;

   * if the current expected level of negative free cash flow were
     to increase significantly.

Additionally, heightened concerns arising from regulatory
uncertainties may trigger a review of the business risk for this
sector of the telecom industry.

Moody's has also affirmed Eschelon's speculative grade liquidity
rating at SGL-3.  The rating reflects the company's adequate
liquidity profile as projected for the next twelve months.
Moody's believes that Eschelon's $30 million cash balance is
sufficient to fund the expected reasonable shortfall in operating
cash flow in 2006, and recognizes the company's flexibility to
modestly pare expenses and investment levels if business
conditions warrant during this period.  Eschelon currently has no
backup credit facility, which acts as a constraint on alternate
liquidity.  Moody's also believes that the company has few
"backdoor" sources of liquidity, other than the potential to
monetize a fairly modest amount of receivables, whose prospective
financing would be less than assured.

Eschelon is a competitive local exchange carrier servicing 406
thousand access lines in 19 markets in the western United States.
The company maintains its headquarters in Minneapolis, Minnesota.


FIRST UNION: S&P Lowers Junk Ratings on Class M & N Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on eight
classes of First Union National Bank Commercial Mortgage Trust's
pass-through certificates from series 2000-C2.  Concurrently,
ratings are lowered on two classes from the same transaction,
and the ratings on the remaining six classes are affirmed.

The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios, as
well as the defeasance of 12% of the pool.  Class Q derives all of
its cash flow from a subordinate interest in the fourth-largest
loan, which has been defeased.  This class is not exposed to
losses from the remaining trust assets.  The lowered ratings
reflect potential losses on the specially serviced assets.

As of Dec.16, 2005, the collateral pool consisted of 149 loans
with an aggregate balance of $1.01 billion million, down from 162
loans with a balance of $1.14 billion at issuance.  The master
servicer, Wachovia Bank N.A., provided year-end 2004 net cash flow
debt service coverage figures for 94% of the non-defeased loans.
Based on this information, Standard & Poor's calculated a weighted
average DSC of 1.47x for the pool, up from 1.35x at issuance.  To
date, the trust has experienced six losses totaling $14.6 million.
Two appraisal reduction amounts totaling $6.7 million are in
effect relating to two real estate owned assets.  All of the loans
in the pool are current.

The current top 10 exposures secured by real estate have an
aggregate outstanding balance of $312.2 million.  The weighted
average DSC for the top 10 exposures was 1.46x for year-end 2004,
an increase from 1.37x at issuance.  The increased DSC reflects
improved NCF in excess of 15% for four of the top 10 exposures.
Three of the top 10 exposures are on the servicer's watchlist,
including the largest exposure in the pool.  Standard & Poor's
reviewed property inspections provided by Wachovia for all of the
assets underlying the top 10 exposures, and all were characterized
as "good" or "excellent."

At issuance, the third-largest loan, which is secured by the Park
Plaza Mall, displayed credit characteristics consistent with an
investment-grade rated obligation in the context of its inclusion
in the pool. The loan now displays credit characteristics
Consistent with a high investment-grade rated obligation.

Wachovia reported a watchlist of 23 loans, which includes the
largest exposure, the HCPI portfolio.  The HCPI portfolio consists
of six cross-collateralized and cross-defaulted loans.  The loans
are secured by six medical office buildings that are located in
San Diego, California; Minneapolis, Minnesota; Murfreesboro,
Tennessee; Houston, and Dallas, Texas.  The buildings were built
between 1976 and 1986 and all are located in close proximity to
major hospitals in their respective submarkets.  The HCPI
portfolio was placed on watchlist because of a decline in
occupancy at the Cambridge Medical Building in San Diego.  For the
six months ending June 30, 2005, occupancy dropped to 67%,
resulting in a decline in DSC to 1.05x.  The Cambridge property
accounts for  $7.9 million of the total loan amount.   For all six
properties, the combined year-end 2004 DSCwas 1.82x and occupancy
was 92%.

FelCor-Embassy Suites-Orlando is a 244-room full-service lodging
property in Orlando, Florida.  The loan was placed on watchlist
due to low DSC and a decline in overall income.  Additionally, the
property incurred damage from Hurricane Frances in the fall of
2004, but was not damaged by the hurricanes in 2005.  The year-end
2004 DSC was 1.12x and occupancy was 82%.

The Homewood Suites exposure consists of six cross-collateralized
and cross-defaulted loans secured by extended stay lodging
properties located in Texas, Georgia, Mississippi, and Utah.  Two
properties, located in Irving and Addison, Texas, were placed on
the watchlist due to low DSC resulting from low occupancy.  The
combined year-end 2004 DSC for all six properties was 1.61x and
occupancy was 74%.

There are four assets with the special servicer, LNR Partners Inc.
The largest asset with the special servicer, North Andover Mills,
is secured by a 233,000-square-foot research and development
industrial center in North Andover, Massachusetts.  The loan was
transferred to LNR in July 2005 when the borrower was not able to
pay the loan off at maturity.  Year-end 2004 DSC was 1.06x and
occupancy was 69%.  The borrower is remitting all net cash flow
from the property.  The special servicer is pursuing a note sale.
The resolution of this asset could result in a significant loss to
the trust.

The Chesapeake Crossing Shopping Center loan is secured by a
287,279-sq.-ft. anchored retail center in Chesapeake, Virginia.
The loan was originally transferred to LNR in September 2002
because of a cash flow modification request.  The asset is REO,
and an ARA of $5.4 million is in effect.  The ARA is based on the
most recent appraisal, which indicates a loss to the trust upon
the eventual disposition of the property.

The Four Corners Shopping Center loan is secured by a
116,000-sq.-ft. anchored retail center in Tomball, Texas.  The
loan was transferred to LNR Nov. 21, 2005 due to imminent default.
The loan was categorized as imminent default after the property's
major tenants, Kroger and CVS, vacated.  For the six months ended
June 2005, DSC for the loan was 1.08x.  At that time, Standard &
Poor's incorporated multiple loss projections, as limited data was
made available for the asset.

The remaining loan with the special servicer, Steeple's Glen at LA
Tech, is secured by a 44-unit student housing facility built in
1999 in Ruston, Louisiana, which is near the Arkansas border.  The
asset is REO.  Current occupancy is 60%.  The special servicer is
currently analyzing disposition strategies.  An ARA of
$1.6 million is in effect, suggesting a loss upon disposition.

                         Ratings Raised

       First Union National Bank Commercial Mortgage Trust
      Commercial Mortgage Pass-Through Certs Series 2000-C2

                      Rating
                      ------
         Class     To        From    Credit enhancement
         -----     --        ----    ------------------
         B         AAA       AA                  19.97%
         C         AA+       A                   15.73%
         D         AA-       A-                  14.03%
         E         A         BBB+                12.20%
         F         A-        BBB                 10.50%
         G         BBB+      BBB-                 9.09%
         H         BB+       BB                   5.28%
         Q         AAA       BB                    N/A

                         Ratings Lowered

       First Union National Bank Commercial Mortgage Trust
      Commercial Mortgage Pass-Through Certs Series 2000-C2

                      Rating
                      ------
         Class     To        From    Credit enhancement
         -----     --        ----    ------------------
         M         CCC       CCC+                 1.46%
         N         CCC-      CCC                  0.90%

                        Ratings Affirmed

       First Union National Bank Commercial Mortgage Trust
      Commercial Mortgage Pass-Through Certs Series 2000-C2

             Class     Rating    Credit enhancement
             -----     ------    ------------------
             A-1       AAA                   25.48%
             A-2       AAA                   25.48%
             J         BB-                    4.43%
             K         B                      3.58%
             L         B-                     2.03%
             X         AAA                     N/A

                     N/A -- Not applicable.


FLYI INC: Asks Court to Okay Refunds for Post-Shutdown Flights
--------------------------------------------------------------
FLYi, Inc. (Nasdaq: FLYIQ) voluntarily discontinued all scheduled
flights planned to depart after 7:00 p.m. on the evening of
Thursday, Jan. 5.  The company is seeking bankruptcy court
approval to automatically refund customers with reservations for
flights scheduled to depart beyond that time.

Independence Air Chairman and CEO Kerry Skeen said, "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.  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."

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.

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.


GMAC COMMERCIAL: S&P Puts Junk Rating on $13.3 Mil. Class Certs.
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to GMAC Commercial Mortgage Securities Inc.  Series
2006-C1 Trust's $1.7 billion commercial mortgage pass-through
certificates series 2006-C1.

The preliminary ratings are based on information as of Jan. 13,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans.  Classes A-1, A-1A, A-2,
A-3, A-4, XP, A-M, A-J, B, C, D, and E are currently being offered
publicly.  Standard & Poor's analysis determined that, on a
weighted average basis, the pool has a debt service coverage of
1.39x, a beginning LTV of 101.6%, and an ending LTV of 91.2%.

A copy of Standard & Poor's complete presale report for this
transaction can be found on RatingsDirect, Standard & Poor's
Web-based credit analysis system, at http://www.ratingsdirect.com/
The presale can also be found on Standard & Poor's Web site at
http://www.standardandpoors.com/ Select Credit Ratings, and then
find the article under Presale Credit Reports.

                  Preliminary Ratings Assigned
  GMAC Commercial Mortgage Securities Inc. Series 2006-C1 Trust

                                                  Recommended
   Class     Rating       Amount               credit support
   -----     ------       ------               --------------
   A-1       AAA          $53,000,000                 30.000%
   A-1A      AAA         $310,191,000                 30.000%
   A-2       AAA         $171,000,000                 30.000%
   A-3       AAA          $99,000,000                 30.000%
   A-4       AAA         $569,955,000                 30.000%
   A-M       AAA         $171,878,000                 20.000%
   A-J       AAA         $116,018,000                 13.250%
   B         AA           $36,524,000                 11.125%
   C         AA-          $19,336,000                 10.000%
   D         A+           $12,891,000                  9.250%
   E         A            $21,485,000                  8.000%
   F         A-           $17,188,000                  7.000%
   G         BBB+         $19,336,000                  5.875%
   H         BBB          $19,336,000                  4.750%
   J         BBB-         $23,634,000                  3.375%
   K         BB+           $6,445,000                  3.000%
   L         BB            $6,445,000                  2.625%
   M         BB-           $8,594,000                  2.125%
   N         B+            $2,149,000                  2.000%
   O         B             $4,297,000                  1.750%
   P         B-            $6,445,000                  1.375%
   Q         NR           $23,633,989                  0.000%
   FNB-1     BBB-          $5,100,000                    N/A
   FNB-2     BB            $5,600,000                    N/A
   FNB-3     BB-           $2,100,000                    N/A
   FNB-4     B             $4,500,000                    N/A
   FNB-5     B-            $2,400,000                    N/A
   FNB-6     CCC          $13,300,000                    N/A
   XC*       AAA       $1,718,780,989                    N/A
   XP*       AAA                 TBD                  30.000%

      * Interest-only class with a notional dollar amount.
                        NR -- Not rated.
                     N/A -- Not applicable.
                    TDB -- To be determined.


GMAC MORTGAGE: Fitch Affirms Low-B Ratings on Six Cert. Classes
---------------------------------------------------------------
Fitch Ratings has affirmed these GMAC Mortgage Corporation Home
Equity Issues:

   Series 2004-J4

     -- Class A 'AAA';
     -- Class M-1 'AA';
     -- Class M-2 'A';
     -- Class M-3 'BBB';
     -- Class B-1 'BB';
     -- Class B-2 'B'.

   Series 2004-J5

     -- Class A 'AAA';
     -- Class M-1 'AA';
     -- Class M-2 'A';
     -- Class M-3 'BBB';
     -- Class B-1 'BB';
     -- Class B-2 'B'.

   Series 2004-J6

     -- Class A 'AAA';
     -- Class M-1 'AA';
     -- Class M-2 'A';
     -- Class M-3 'BBB';
     -- Class B-1 'BB';
     -- Class B-2 'B'.

The affirmations reflect satisfactory collateral performance with
general stable credit enhancement level and affect approximately
$1.22 billion in outstanding certificates as detailed above.

The above listed transactions comprise of 30-year adjustable-rate
mortgages that are extended to prime borrowers and are secured by
first liens on one- to four-family residential properties.  As of
the December 2005 distribution date, the transactions are seasoned
from a range of 12 to 16 months.  The pool factors are
approximately 81%, 73%, and 82% for series 2004-J4, 2004-J5, and
2004-J6, respectively.  GMAC Mortgage Corporation, the servicer
for all three deals, is rated 'RPS1' as a primary servicer for
prime residential mortgage loans by Fitch.


GT BRANDS: Wants Until Feb. 6 to Decide on Three Unexpired Leases
-----------------------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to further
extend, until Feb. 6, 2006, the period during which they can elect
to assume, assume and assign, or reject three unexpired
nonresidential real property leases.

The Debtors are parties to three real property leases relating to
their:

   * headquarter offices in New York City,

   * warehouse and distribution facility in Jersey City, New
     Jersey, and

   * a fitness facility in Columbia, South Carolina.

As reported in the Troubled Company Reporter on Oct. 7, 2005, the
Debtors have been unable to decide on such leases because they
were preoccupied with the operation of their businesses.  The
Debtors also want to minimize the likelihood of inadvertent
rejections of valuable leases or premature assumption of other
leases.

The Debtors assure the Court that they are current on all their
postpetition rent obligations under each unexpired lease pursuant
to Sec. 365(d)(3) of the Bankruptcy Code.

In addition, the Debtors have also started preparing these leases
for turnover to the lessors, which with respect to their large New
Jersey warehouse facility.

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed total assets of
$79 million and total debts of $212 million.


KAISER ALUMINUM: Expects Court to Confirm Plan Next Week
--------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates disclosed in
papers filed with the U.S. Bankruptcy Court for the District of
Delaware that they expect Judge Judith Fitzgerald to confirm their
Plan of Reorganization "next week or so."

However, the Debtors said they have no assurance that the Plan
will become effective and they will be able to emerge from
bankruptcy before their $200,000,000 replacement financing
facility matures on Feb. 11, 2006.

Kimberly Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, notes that although the Debtors expect that
the Bankruptcy Court will enter the Confirmation Order soon, it
still need to be issued or affirmed by the District Court pursuant
to Section 524(g) of the Bankruptcy Code.  The District Court must
affirm the Bankruptcy Court's findings that the Asbestos Personal
Injury Trust under the Plan complies with the funding requirements
of Section 524(g).

In preparation for their emergence, the Debtors and their lenders
have agreed to amend certain provisions in the Replacement DIP
Facility.  Under the Amendment, among other things, the maturity
date is extended to May 11, 2006, and the Debtors are given an
option to increase the Replacement DIP Facility to $275,000,000,
by obtaining one or more commitments from one or more of the
Lenders.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 87; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KAISER ALUMINUM: Liquidation Plans Declared Effective December 22
-----------------------------------------------------------------
Gregory M. Gordon, Esq., at Jones Day, in Dallas, Texas, notifies
the U.S. Bankruptcy Court for the District of Delaware that the
Third Amended Joint Plans of Liquidations became effective on
Dec. 22, 2005, for:

   -- Alpart Jamaica Inc.,
   -- Kaiser Jamaica Corporation,
   -- Kaiser Alumina Australia Corporation, and
   -- Kaiser Finance Corporation.

As previously reported in the Troubled Company Reporter on
Dec. 29, 2005, the Court confirmed the Liquidation Plans on
Dec. 20, 2005.  All distributions, including future distributions,
under the Liquidating Plans will be made to the holders of claims
as of the close of business on December 20.

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

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 87; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LEGACY ESTATE: Files Schedules of Assets and Liabilities
--------------------------------------------------------
The Legacy Estate Group, LLC, delivered its Schedules of Assets
and Liabilities to the U.S. Bankruptcy Court for the Northern
District of California, disclosing:

     Name of Schedule                Assets     Liabilities
     ----------------                ------     -----------
  A. Real Property                $48,317,500
  B. Personal Property            $59,969,546
  C. Property Claimed
     as Exempt
  D. Creditors Holding                          $80,446,096
     Secured Claims
  E. Creditors Holding                             $452,080
     Unsecured Priority Claims
  F. Creditors Holding                           $3,687,055
     Unsecured Nonpriority
     Claims
                                 ------------    -----------
     Total                       $108,287,046    $84,585,230

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on Nov. 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at Law Offices of Murray and
Murray represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
listed $108,287,046 in assets and $84,585,230 in debts.


LEGACY ESTATE: Committee Taps Nightingale as Financial Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Legacy Estate
Group, LLC, asks the U.S. Bankruptcy Court for the Northern
District of California for permission to employ Nightingale &
Associates, LLC, as its financial advisor.

Nightingale & Associates will:

     (a) provide assistance to the Committee in the review of
         financial disclosures required by the Court, including
         the Schedules of Assets and Liabilities, the Statement of
         Financial Affairs and Monthly Operating Reports in this
         Chapter 11 case;

     (b) provide assistance to the Committee with information and
         analyses required in preparation for hearings regarding
         the use of cash collateral and debtor in possession
         financing;

     (c) provide assistance with a review of the Debtor's
         short-term management evaluation of the present level of
         operations and identification of areas of potential cost
         savings, including overhead and operating expense
         reductions and efficiency improvements;

     (d) provide assistance with a review of the Debtor's proposed
         key employee retention plan, if any, and critical
         employee benefit programs;

     (e) provide assistance and advice to the Committee in
         identifying core business assets and disposition of
         assets or liquidation of unprofitable operations;

     (f) provide assistance with a review of the Debtor's
         performance cost/benefit evaluations with respect to the
         affirmation or rejection of various executory contracts
         and leases;

     (g) provide assistance in the review of financial information
         distributed by the Debtor to creditors and others,
         including cash flow projections and budgets, cash
         receipts and disbursement analysis, analysis of various
         asset and liability accounts and analysis of proposed
         transactions for which Court approval is sought;

     (h) attend meetings and conference calls and assist in
         discussions with Debtor, secured lenders, potential
         investors, the U.S. Trustee, other parties in interest
         and professionals hired by same;

     (i) provide assistance in the review and/or preparation of
         information and analysis necessary for the confirmation
         of a Plan of Reorganization in this Chapter 11 case;

     (j) provide assistance in the evaluation and analysis of
         avoidance actions, including fraudulent conveyances and
         preferential transfers;

     (k) assist, at the direction of the Committee, the Debtor
         with compiling financial data and financial management
         issues;

     (l) assist with the sale of all or part of the Debtor's
         business or assets; and

     (m) render other general business consulting services or
         provide other assistance as the Committee and its
         counsel may deem necessary.

The Committee discloses that the Firm's professionals bill:

            Professionals                 Hourly Rate
            -------------                 -----------
            Principals                    $450 - $525
            Managing Directors            $350 - $450
            Associates                    $250 - $350
            Clerical                          $80

The Committee further discloses that Nightingale will charge
$50,000 per month.

To the best of the Debtor's knowledge, the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on Nov. 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at Law Offices of Murray and
Murray represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
listed $108,287,046 in assets and $84,585,230 in debts.


MAYTAG CORP: Moody's Maintains B2 Senior Unsecured Notes Ratings
----------------------------------------------------------------
Moody's Investors Service anticipates downgrading Whirlpool
Corp.'s senior long term debt by one notch to Baa2 and
subordinated debt to (P)Baa3 at the conclusion of the purchase of
Maytag Corp.  Whirlpool's commercial paper rating is expected to
be confirmed at P-2.  The rating outlook will be determined at the
conclusion of the review based on updated financial and operating
trends of the companies.  Whirlpool's ratings are currently under
review for possible downgrade pending the acquisition of Maytag.
The acquisition is under review by the U.S. Department of Justice
and has already been approved by European authorities.  The
acquisition is expected to close as early as the first quarter of
2006.

Maytag's ratings are under review with direction uncertain,
pending the completion of the merger.  If its debt is legally
assumed or guaranteed by Whirlpool on a pari passu basis with
Whirlpool's existing debt, Moody's would rate Maytag's debt at the
same level as Whirlpool's.

If the acquisition does not close, Moody's would review the
companies' separate operating strategies and financial positions
to conclude the reviews.  There is no certainty that the rating
for either company would remain at current levels.

The expected rating outcome incorporates the benefits of the
acquisition as well as Moody's concerns about the difficulty and
expense of integrating the companies.  The benefits to Whirlpool
include:

   * greater market share in core product categories;

   * ownership of valuable trademarks;

   * enhanced segment and geographic diversity; and

   * the potential for better operating leverage based on higher
     unit volumes.

The rating also anticipates that the combined company's credit and
operating metrics will be weak for the rating category during the
18 months following the transaction, but should approach the
median for the category within two years.  The use of equity and
balance sheet cash to finance much of the purchase price limits
the increase in leverage.

Moody's expects Whirlpool's organic cash flow to remain strong
enough to allow the company to finance integration costs, which
the company has estimated at $350 - $500 million, and to pay down
a meaningful amount of debt within three years.  Maytag's
operating trends remained weak through the third quarter of 2005.
The company has not issued guidance for the full year 2005, but
Moody's recognizes the risk that Maytag's unit volumes or
profitability could trend negatively prior to or following the
acquisition.

Whirlpool's leverage metrics will depend in part on the operating
contribution from the acquired company, and will also reflect
integration costs in operating results and cash flow.  Adjusted
leverage will also be affected by the considerable pension
obligations of both companies.  For the proposed rating level to
be effective, Moody's would expect that 12-month adjusted EBIT to
interest would remain above 2 times even at its lowest point soon
after the acquisition, with the expectation of substantial
recovery to 3.0 times or more within the subsequent year.  To
maintain those rating levels, Moody's would expect adjusted free
cash flow to debt to recover from less than 10% in the integration
year to 20% within a 24-month period.

Whirlpool has increased the size of its commercial paper program
to $2.5 billion in anticipation of the acquisition.  The company
has increased its committed bank facilities commensurately, with
the increased availability contingent on receiving Department of
Justice approval for the acquisition.  Moody's P-2 rating assumes
that the company will not issue commercial paper in excess of the
amount of its available backup lines.

Moody's maintains these ratings for Whirlpool, all of which are
remain on review for possible downgrade:

   * Senior debt rated Baa1
   * Senior Term Bank Loan Facilities rated Baa1
   * Senior shelf rating of (P) Baa1
   * Subordinated shelf rating of (P) Baa2
   * Commercial paper rating at P-2

Whirlpool Canada, Inc. (guaranteed by Whirlpool Corp.):

   * Commercial paper rating at P-2

Whirlpool Finance BV (guaranteed by Whirlpool Corp):

   * Commercial paper rating at P-2

Moody's maintains these ratings for Maytag, which are on review
with direction uncertain:

   * Corporate family rating of B1
   * Senior unsecured notes ratings at B2
   * Senior unsecured credit facility rating at B1

Whirlpool Corporation, based in Benton Harbor, Michigan, is a
global manufacturer and marketer of home appliances under the:

   * Whirlpool,
   * KitchenAid,
   * Brastemp,
   * Bauknecht,
   * Consul, and
   * other brand names.

Maytag, based in Newton, Iowa, is the third largest US-based
appliance company.  The corporation's primary brands are:

   * Maytag,
   * Hoover,
   * Jenn-Air,
   * Amana,
   * Dixie-Narco, and
   * Jade.


MEDMIRA INC: Completes Draw Down of Equity Line with Cornell
------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR, NASDAQ: MMIRF) completed the draw
down against its equity line of credit with Cornell Capital
Partners, LP, which was disclosed on Dec. 23, 2005.

Under the terms negotiated in the equity line, Cornell has
purchased 11,491 common shares from MedMira at an average price of
C$0.6527, which is 96.5% of the daily volume weighted average
price over a 10 day pricing period, beginning on Dec. 28, 2005,
and ending on Jan. 11, 2006, for net proceeds of C$7,125.  In the
draw down notice delivered on Dec. 23, 2005, MedMira set a minimum
price of $0.63.  For a number of days during the pricing period
the VWAP for MedMira shares was below the minimum price and
accordingly the draw down was reduced by 10% for each day that the
VWAP was below that minimum price.

First Purchasers -- as defined in the Prospectus -- of MedMira
common shares issued in relation to this draw down notice have
certain statutory rights of rescission or damages for a period of
40 days from the settlement date.  The terms of the equity line
financing, and the rights of First Purchasers are described in
more detail in a prospectus dated Nov. 21, 2005.

MedMira Inc. -- http://www.medmira.com/-- is the leading global
manufacturer and marketer of in vitro flow-through rapid
diagnostic tests.  MedMira delivers rapid diagnostic solutions to
healthcare communities around the globe.  Its corporate offices
and manufacturing facilities are located in Halifax, Nova Scotia,
Canada with a representative office in Guilin, China.

At July 31, 2005, Medmira Inc.'s balance sheet showed a $9,804,644
shareholders' deficit compared to a $5,873,770 deficit at July 31,
2004.


METROPLEX FINISHING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Metroplex Finishing, Inc.
        2143 North Stemmons
        Lewisville, Texas 75077-0000

Bankruptcy Case No.: 06-40048

Type of Business: The Debtor operates a full-service printing
                  company that designs, prints, binds,
                  finishes, & mails documents.  See
                  http://www.metroplexfinishing.com/

                  Richard Neal Dorman, the Debtor's president,
                  filed for chapter 11 protection on
                  October 13, 2005 (Bankr. E.D. Tex.
                  Case No. 05-47367).

Chapter 11 Petition Date: January 13, 2006

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Daniel C. Durand, III, Esq.
                  Durand & Associates, P.C.
                  522 Edmonds, Suite 101
                  Lewisville, Texas 75067
                  Tel: (972) 221-5655
                  Fax: (972) 221-9569

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
1st International Bank        Security Agreement      $1,701,000
1912 Avenue K                 & Note Metroplex
Plano, TX 75074               Finishing 3/15/05
                              (Negative Equity
                              Estimate $1,301,000
                              All Inventory,
                              accounts, equipment,
                              intangible fixtur
                              Value of security:
                              $400,000

EKCC d/b/a Imaging Financial  Lease Equipment           $363,336
100 Kings Highway South,
Suite 2000
Rochester, NY 146175597

MBM Financial Interest, L.P   Lease of copier           $250,000
7300 North Gessner
Houston, TX 77040

IRS                           Payroll Taxes             $120,000

Western Paper Company         Trade debt                 $90,000

American Enterprises          Lease of Equipment         $88,272
                              #3450 Savin, #1105
                              RICOH, #6513 RICOH,
                              Wrap System

Wells Fargo Financial         Lease of Equipment         $86,790
                              Folder, Punch, Drill,
                              S Litter and 2
                              Duplicators

NEC Financial Services, Inc.  Lease of Computer          $85,514
                              Equipment Dell
                              Poweredge Server

Pitney Bowes Credit           Lease of Equipment         $85,800
                              Model #CM31Model
                              CM31-3080006


MBM Financial Interest, L.P   Lease of copier            $85,000

GE Vendor Financial Service   Lease of Equipment         $63,925

Pitney Bowes Credit           Lease of Copier            $57,780
                              #0211244 and
                              Copier #8500423

Citi Capital                  Lease of Canon Copier      $56,212
                              Dell Server

Bank One                      Credit card purchases      $53,000

Manifest Group/Lyon           Lease of                   $48,678
Financial                     equipment and two
                              used xerox copiers

MBNA                          Credit card purchases      $45,272

Imagistics                    Services                   $41,172

MBNA America                  Credit card purchases      $37,844

IRS                           Payroll Taxes              $35,000

Wells Fargo Financial         Lease of Equipment         $31,944
                              #5490 Gestetner Copier


MORTGAGE ASSET: Fitch Affirms BB Ratings on Class BI-4 Certs.
-------------------------------------------------------------
Fitch Ratings has affirmed these Mortgage Asset Securitization
Transactions, Inc.  Alternative Loan Trust Transactions
residential mortgage-backed certificates:

   Series 2004-13 Group 1

     -- Class IA 'AAA';
     -- Class BI-1 'AA';
     -- Class BI-2 'A';
     -- Class BI-3'BBB';
     -- Class BI-4 'BB'.

   Series 2004-13 Group 2

     -- Class A affirmed at 'AAA'.

The affirmations reflect satisfactory collateral performance with
general stable credit enhancement levels and affect approximately
$353 million outstanding certificate.

The collateral consists of both 30-year fixed-rate and 15-year
fixed-rate mortgages extended to Alt-A borrowers, which are
secured by first and second liens, primarily on one- to
four-family residential properties.  As of the December 2005
distribution date, the transactions are 12 months seasoned.  The
pool factors are 86% for series 2004-13 Group 1 and 80% for series
2004-13 Group 2.  These transactions are service by Wells Fargo
Bank Minnesota, N.A.


MRS. CUBBISON'S: Case Summary & 21 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mrs. Cubbison's Foods, Inc.
        7240 East Gage Avenue
        Commerce, California 90040

Bankruptcy Case No.: 06-40111

Type of Business: The Debtor makes stuffing, dressings, and
                  croutons.  See http://www.mrscubbisons.com/

                  The debtor is an affiliate of Interstate
                  Bakeries Corporation, which filed for chapter 11
                  petition on Sept. 22, 2004 (Bankr. W.D. Mo. Case
                  No. 04-45814).

Chapter 11 Petition Date: January 14, 2006

Court: Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Samuel S. Ory, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  333 West Wacker Drive, Suite 2100
                  Chicago, Illinois 60606-1285
                  Tel: (312) 407-0700
                  Fax: (312) 407-0411

                         - and -

                  Paul M. Hoffmann, Esq.
                  Stinson Morrison Hecker LLP
                  1201 Walnut Street, Suite 2800
                  Kansas City, Missouri 64106-2150
                  Tel: (816) 691-2746

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Public Logistics              Trade debt                 $34,053
3141 Progress Circle
Mira Loma, CA 91752

PCT                           Litigation                 $23,265
c/o Pepper Hamilton, LLP
Hercules Plaza, Suite 5100
1313 Market Street
Wilmington, DE 19899-1709

Performance Freight Systems   Trade debt                 $13,301
P.O. Box 518
Rancho Cucamonga, CA 91729

Buckeye Haulers               Trade debt                 $12,244

Fastway Terminals Freight     Trade debt                 $11,289

Lou Misterly Food Sales Inc.  Trade debt                 $10,986

Sharp Freight Systems         Trade debt                 $10,930

Shippers Warehouse Inc.       Trade debt                  $7,264

Safeway Trucking              Trade debt                  $5,597

East Coast Warehouse          Trade debt                  $5,333

M&W Distribution Services     Trade debt                  $4,268

Acme Distribution Center      Trade debt                  $3,488

United Warehouse Services     Trade debt                  $2,852

Aspen Distribution            Trade debt                  $2,847

Lagrou Bolingbrook            Trade debt                  $2,599

Anchor Distribution Services  Trade debt                  $1,684

Herche Transfer Freight       Trade debt                  $1,403

Atlantic-Alliance Sales &     Trade debt                  $1,304
Mkt #89

Southwest Storage             Trade debt                  $1,284
Distribution

Saddle Creek Transportation   Trade debt                  $1,125

Leonard Transport Inc.        Trade debt                  $1,026


MUSICLAND HOLDING: Madacy Holds $1.3 Million Trade Receivables
--------------------------------------------------------------
Madacy Entertainment Income Fund (TSX: MEG.UN) reported that one
of its customers, Musicland Group Inc., has filed a voluntary
petition for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.  Musicland said that it has received commitments
for up to $75 million in debtor-in-possession financing which will
enable it to continue to operate during the restructuring period.

As reported in the Troubled Company Reporter on Jan. 13, 2006,
Musicland Holding Corp and its subsidiaries filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court for the Southern
District of New York on Jan. 12, 2006.  The company believes the
move is necessary to complete its restructuring initiatives and
refine its business model.

Musicland represented less than 5% of Madacy's 2005 net sales.
Madacy currently has a trade receivable from Musicland in the
amount of approximately $1.3 million.  As a result of the
uncertainty surrounding the Musicland restructuring and the
ultimate collectability of the balance owing and the timing of
eventual receipt of any funds, Madacy will be taking an additional
provision for an appropriate portion of the receivable not already
covered by existing reserves.

"We have been there before with Musicland and they have shown
their ability to work out their problems", said Amos Alter, CEO of
Madacy.  "We will work with them through their difficult times",
he added.

The one-time charge is not expected to impact the current
distribution rate to Class A unitholders -- the publicly traded
units.  As a result of the charge, Madacy will reduce, on a one-
time basis, its quarterly distribution on its Class B Exchangeable
Subordinated Units -- held by the former controlling shareholders
of Madacy -- with respect to the fourth quarter of 2005 by the
amount of the charge.

Madacy is a leading developer, producer and marketer of budget and
mid-priced recorded music products in North America.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
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.


NORTHWEST AIRLINES: Citicorp Can Access Cash Collateral Account
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
modifies the automatic stay to permit Citicorp USA, Inc., to take
actions necessary to apply the collateral in satisfaction of
Northwest Airlines, Inc.'s obligations.

The automatic stay is continued in full force and effect with
respect to the payment of legal fees and expenses incurred in
connection with the Letters of Credit and the Reimbursement
Agreements until further Court order.

Moreover, Judge Allan Gropper authorizes Citicorp to retain
$100,000 in the Collateral Account as a reserve with respect to
the payment of Legal Fees pending a resolution of the extent
Citicorp is entitled to.  The amount will be held in the
Collateral Account until further Court order.

In the event the parties are unable to reach agreement on the
amount of Legal Expenses to be reimbursed by January 31, 2006, on
not less than 10 days' notice by either party, the Citicorp
Motion will be returned to the Court's calendar for a hearing
with respect to the payment of the Legal Fees at the later of
either:

   (a) the date after the next available omnibus hearing date in
       the Debtors' Chapter 11 cases to determine the amount of
       reasonable Legal Expenses to which Citicorp is entitled to
       reimbursement; or

   (b) if the Debtors desire discovery with respect to any issue
       pertaining to the Legal Fees, the date as the Court may
       direct at a pre-trial conference.

The Court directs the parties to prepare and submit a stipulation
in the event they are able to reach agreement on the amount of
Legal Expenses to be reimbursed.

Citicorp will return to Northwest Airlines all amounts in the
Collateral Account, and any other proceeds of any Collateral in
excess of the amounts applied to satisfy Citicorp's claim plus
the Reserved Amount, by wire transfer to an account to be
provided by Northwest Airlines.

In the event that the amount of the Legal Expenses ultimately
reimbursed to Citicorp is less than the Reserved Amount, Citicorp
will promptly return the difference to Northwest Airlines in the
same manner.

Judge Gropper directs that, after the sale of the Collateral is
completed, Citicorp will provide Northwest Airlines:

   (a) a document sufficient to show, to Northwest Airlines'
       reasonable satisfaction, that the liquidation of the
       Collateral was effected in a commercially reasonable
       manner; and

   (b) an accounting of the liquidation of the Collateral and its
       application.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Court Sets Info Blocking Procedures for Panel
-----------------------------------------------------------------
As previously reported, Deirdre A. Martin, the U.S. Trustee for
Region 2, asked the SDNY to establish information blocking
procedures for members of the Official Committee of Unsecured
Creditors.

The U.S. Trustee noted that with the dual filings of Delta Air
Lines, Inc., and Northwest Airlines, Inc., four major airlines
were, at the time of filing, operating under bankruptcy
protection.  Thus, nearly half of the United States air capacity
was running on carriers with Chapter 11 cases.

The prospects for the airline industry are uncertain, thus, the
U.S. Trustee believes that additional procedures should be
established for members of the Creditors Committee who serve on
committees in certain other pending airline Chapter 11 cases with
respect to confidential information related to the Debtors.

The Honorable Allan Gropper approved the U.S. Trustee's request.
Judge Gropper rules that the information blocking procedures will
continue until confirmation of a plan of reorganization in the
Debtors' Chapter 11 cases.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIRLINES: Unions Balk at Proposed CBA Rejections
----------------------------------------------------------
As previously reported, Northwest Airlines Corp. and its debtor-
affiliates sought the U.S. Bankruptcy Court for the Southern
District of New York's authority to reject, under Section 1113(c)
of the Bankruptcy Code, nine collective bargaining agreements with
the six unions that represent the vast majority of the Debtors'
employees:

   (1) Air Line Pilots Association, International;

   (2) Professional Flight Attendants Association;

   (3) International Association of Machinists and Aerospace
       Workers;

   (4) Transport Workers Union of America;

   (5) Northwest Airlines Meteorologists Association; and

   (6) Airline Technical Support Association.


                          Unions Object

A. IAM

The International Association of Machinists and Aerospace
Workers argues that the Debtors are not entitled to reject their
collective bargaining agreements with IAM under Section 1113(c)
of the Bankruptcy Code.  Financial difficulties are never
enough by themselves to warrant the Court's exercise of its
extraordinary statutory power to authorize the rejection of a
debtor's CBA with its unions, Sharon L. Levine, Esq., at
Lowenstein Sandler PC, in New York, asserts.

Section 1113(c) allows a debtor-employer to obtain drastic relief
only when it satisfies the statute's rigorous procedural and
substantive requirements, which are protections designed to
prevent the debtor from misusing Chapter 11 merely to escape the
constraints of collective bargaining relationships with its
unions.

Ms. Levine tells the Court that after delivering their proposal
for modifications to four IAM CBAs, the Debtors refused to
negotiate in good faith with IAM over those proposals.  The
Debtors also refused to provide IAM the information it needs to
evaluate the Section 1113(c) proposal.  Specifically, they
refused to provide documentation on how they allocated among the
various union groups the $1,400,000,000 in total cost savings
demanded from labor, or how they arrived at their $190,400,000
"ask" to IAM.

Viewed as a whole, Ms. Levine says the Debtors' conduct appears
to have been designed to manufacture an "impasse" with IAM, which
they could use at the hearing to justify their request for
authority to reject the IAM CBAs.

The Debtors demand extreme outsourcing rights that, if accepted,
would effectively eliminate much of IAM's membership at Northwest
Airlines, Ms. Levine asserts.  This outsourcing would impact the
vast majority of equipment service employees and customer service
agents.  Although not in the original Section 1113(c) proposal,
the Debtors subsequently proposed "re-assigning" some ESEs and
CSAs to work for GroundCo, a new subsidiary they intend to
establish, which will have a pay structure drastically lower than
even the Debtors' proposal for the ESEs and CSAs at the two hubs,
while still outsourcing the rest.

GroundCo is merely an idea at this point, Ms. Levine clarifies.
The Debtors have not provided IAM with any details or even a
formal written proposal concerning the new company.  Nor is it
clear whether or how GroundCo will relate to the new regional
airline that the Debtors want to create.

The Debtors' outsourcing proposal, Ms. Levine says, eliminates
45% of IAM members employed by the Debtors.  Moreover, Ms. Levine
points out that the Debtors' outsourcing/GroundCo proposal is an
attempt to destroy IAM's bargaining unit by:

   (a) pitting members who work at the two major hubs against
       members at other stations; and

   (b) stripping members of the other stations of union
       representation.

Ms. Levine contends that the Debtors knew this would never be
acceptable to IAM.  Thus, IAM objected to it during its
bargaining session with the Debtors.

Accordingly, IAM wants the Debtors' request denied.

B. PFAA

The Professional Flight Attendants Association asks the Court to
deny the Debtors' request as unreasonable, particularly because
their justification of last resort is that labor cost reductions
are necessitated by increases in the price of jet fuel.  In fact,
the sole justification offered by the Debtors for increasing
their global labor "ask" from $1,100,000,000 to $1,400,000,000
was the increase in jet fuel costs.

Lee Seham, Esq., at Seham, Seham, Meltz & Petersen, LLP, in White
Plains, New York, explains that Northwest Airlines Inc.'s cynical
strategy of wringing an extraordinary cost advantage out of
the Section 1113(c) process is "betrayed by the dramatic
disconnect between its pre-filing and post-filing negotiating
strategy."

Mr. Seham notes that throughout the pre-filing process, Northwest
characterized United Airlines as its primary competitor and
stated that its goal was to have a "United-like" cost structure.
Only with the bankruptcy did Northwest Airlines shift its goal to
emulate the cost structure of non-competitor US Airways, Mr.
Seham states.

According to Mr. Seham, the PFAA has acted reasonably by offering
labor cost reduction proposals to Northwest Airlines that
actually exceed the United model.  The PFAA's use of the United
model is reasonable, not just because it was the model that
Northwest referenced throughout the pre-filing negotiations, but
because market analysis and industry pricing practices confirm
that Northwest Airlines' principal competitors are its fellow
Legacy Carriers.  Mr. Seham says that Legacy Carriers have indeed
blamed the inability to raise airfares not on the low cost
carriers, but on Northwest's insistence on playing the role of
the "spoiler."

Mr. Seham tells the Court that in United Airlines' bankruptcy
proceeding, Judge Eugene Wedoff expressly rejected jet fuel as a
legitimate basis for seeking Section 1113(c) labor cost
reductions.  Fuel increases affect all carriers and therefore
support industry-wide fare increases.  Judge Wedoff further found
that Legacy Carriers actually receive a competitive advantage
over LCC's from higher fuel prices and, therefore, should be
"hoping" for fuel price increases.

The PFAA maintains that the Debtors' efforts to exploit the
bankruptcy process to undermine their competitors and destroy the
Flight Attendant profession should not be countenanced by the
Court.  The PFAA's United-plus proposals, which is a product of
the coercive power of the Section 1113(c) process, offer
Northwest Airlines more than what can fairly be deemed
"necessary."

Moreover, Mr. Seham contends that procedurally, Section 1113
requires a debtor to attempt to negotiate modifications to its
collective bargaining agreements with its unions in good faith
before it can be allowed to reject those CBAs.  If the debtor
fails to conduct a fair negotiation process in good faith, its
rejection request must be denied.  In addition to these
procedural requirements, a debtor must demonstrate that the
proposed modifications are necessary to permit its
reorganization, treat all constituencies fairly and equitably,
and are clearly justified by the balance of equities.

C. ALPA

Richard M. Seltzer, Esq., at Cohen, Weiss and Simon LLP, in
New York, recounts that the Air Line Pilots Association,
International, and Northwest Airlines recently reached an
agreement freezing the pilots' defined benefit pension plan.
That agreement will provide Northwest Airlines with tremendous
total cash savings.  ALPA also made a comprehensive proposal,
dated December 20, 2005, which was later refined, that would
additionally provide $294,340,000 a year in annual savings, as
well as at least over $66,000,000 in annual revenue enhancements
and savings associated with regional jet operations.

These agreements and proposals would add up to a combined
total of at least $544,000,000 in annual savings, out of the
$630,000,000 in the annual savings demanded by Northwest
Airlines, or 86% of Northwest Airlines' request in annual
savings, Mr. Seltzer explains.

Northwest Airlines also seeks to transfer the work of its current
DC-9 fleet to a separate corporation, "Newco," which would
exclusively fly regional jets of 70 seats or more.  Approximately
20% of Northwest Airlines' pilots fly the DC-9, which it intends
to retire over the next several years.  While Northwest Airlines
would initially control Newco, it could eventually be sold or
come under the control of other entities, taking with it up to
one-fifth of all pilot positions at Northwest Airlines, Mr.
Seltzer notes.

In response, ALPA has proposed that Northwest Airlines establish
a new division, "N Star," to handle 60-100 seat operations with
pilot pay rates competitive with similar operations and
substantially less than current DC-9 rates.

According to Mr. Seltzer, ALPA has good cause to reject Northwest
Airlines' proposal because ALPA has offered concessions that will
give Northwest Airlines a competitive advantage over the other
four major network carriers.  He says the results should also
provide profit margins within the range of recent airline
financings.  Moreover, Northwest Airlines' demands are neither
fair nor equitable and it has not been negotiated in good faith.

Northwest Airlines, Mr. Seltzer asserts, is risking labor peace
with its pilots and the chances for a successful reorganization
by rejecting ALPA's proposals.  He explains that the unilateral
implementation of Northwest Airlines' demands, in the face of
ALPA's substantial and credible proposal, would leave Northwest
Airlines without a consensual pilot contract and the pilots with
the right to strike.  The Debtors give no indication that they
have any operational or financial plans to cope with a pilot
walk-out.

"ALPA has committed to continued collective bargaining to reach a
consensual agreement, while Northwest has apparently only
committed to a process where ALPA would agree to Northwest's
original proposal," Mr. Seltzer says.

Mr. Seltzer also notes that financing is unlikely in the absence
of a consensual agreement with ALPA.  Mr. Seltzer explains that
ALPA's proposed concessions, coupled with other cost and revenue
measures, are sufficient to enable Northwest Airlines to
reorganize.  Based on this factor alone, the balance of equities
does not clearly favor rejection, Mr. Seltzer states.

For these reasons, ALPA asks the Court to deny the Debtors'
request and defer to a continuing bargaining process where there
is an incentive for both parties to reach a truly consensual
agreement.

                 Court Modifies Protective Order

At the Debtors' request, the Court modifies the Protective Order
dated Oct. 27, 2005, to add the Official Committee of Retired
Employees, as party.

Barry J. Dichter, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, says it would be advantageous to add the Retiree
Committee as a party to the Protective Order to facilitate and
protect the exchange of confidential information between the
parties.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $14.4 billion in total assets and $17.9
billion in total debts.  (Northwest Airlines Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PARADISE TAN: Posts $106,727 Net Loss in Period Ended Sept. 30
--------------------------------------------------------------
Paradise Tan, Inc., delivered its financial results for the
quarter ended Sept. 30, 2005, to the Securities and Exchange
Commission on Nov. 11, 2005.

For the three months ended Sept. 30, 2005, Paradise Tan incurred a
$106,727 net loss on $205,744 of revenues, as compared to a
$145,894 net loss on $225,802 of revenues for the same period in
the prior year.  Revenues decreased $20,058, or 9%, for the three
months ended Sept. 30, 2005, from the comparable period in 2004
because of poor customer retention and decreased advertising that
generated fewer customers.

As of Sept. 30, 2005, the Company had $1,341,081 in total assets
and liabilities of $2,117,485, resulting in a stockholders'
deficit of $776,404.  Paradise Tan had a working capital deficit
of $962,393 as of Sept. 30, 2005.  This compares with a working
capital deficit of $978,596 at Dec. 31, 2004.

                       Going Concern Doubt

Bongiovanni & Associates expressed substantial doubt about
Paradise Tan's ability to continue as a going concern after it
audited the Company's financial statements for the year ended Dec.
31, 2004 and 2003.  The auditing firm pointed to the Company's
recurring losses, negative working capital, stockholders' deficit,
and material restrictions on cash.

            Bongiovanni & Associates
            17111 Kenton Drive, Suite 100B
            Cornelius, North Carolina 28031
            Telephone (704) 892-8733

Paradise Tan, Inc. -- http://www.paradisetan.com/-- develops,
markets, franchises, licenses, and operates retail locations
offering indoor tanning services and related products to the
general public under the Paradise Tan brand.  The Company
currently operates tanning salons in and around the Dallas/Fort
Worth, Texas metropolitan area and in Arizona.


PHOENIX COLOR: Moody's Confirms $105 Million Notes' Junk Rating
---------------------------------------------------------------
Moody's Investors Service confirmed all ratings of Phoenix Color
Corp., including its:

   * $105 million senior subordinated notes, due 2009 -- Caa1
   * Corporate Family rating -- B2

The rating outlook is stable.

This rating action concludes the review which was initiated in May
2005 following the company's announcement that it was revising the
financial information and projections which it had provided to
Moody's and upon which Moody's had based its credit opinion with
regard to a proposed refinancing of the existing senior
subordinated notes.

The ratings incorporate Phoenix's leading market share in the book
components business, the limited number of domestic competitors in
this sector and the value of its contracts with leading publishing
companies.  However, the ratings recognize:

   * Phoenix's highly leveraged financial condition;

   * its focus on a relatively narrow product range;

   * its customer concentration; and

   * increasing competition from multi-colored book manufacturers,
     especially those domiciled in the Far East.

The stable outlook reflects management's decision to exit the one
and two-color book manufacturing business and focus on its more
profitable core book components and multi-color juvenile book
operations.

At the end of September 2005, Phoenix reported total debt of
approximately $107 million, which represented a 4.7 times multiple
of LTM EBITDA, compared to 4.8 times at the end of December 2004.
Management plans to consolidate its manufacturing facilities in
Hagerstown, Maryland, and sell its excess production facilities
for approximately $12 million (net of related expenses).  The
company plans to apply the proceeds of this sale to further reduce
debt.

For the nine month period ended Sept. 30, 2005, Phoenix reported
free cash flow of $4 million.  Although it had minimal short term
borrowings at the end of September 2005, Phoenix reported $11
million of availability under its $15 million revolving credit
facility.  This facility, which is governed by borrowing base
limitations, expires at the end of August 2006.  Phoenix must
successfully refinance or renew this facility in order to avoid
any potential liquidity squeeze, although usage under this
facility is not currently anticipated.  Moody's considers that the
company represents a reasonable senior secured refinancing risk;
however, there can be no assurance that management will be
successful in refinancing or renewing its revolving credit
facility on acceptable terms and conditions.

Moody's expects that the company's core business will continue to
face competitive pricing pressure from both domestic and
international book manufacturers.  Within the US, Phoenix competes
principally against:

   * Coral Graphics,
   * Jaguar Advanced Graphics, and
   * The Lehigh Press.

The company also faces increasing international competition,
especially from rival multi-colored book manufacturers in China.

Ratings could be upgraded if:

   * the book component market experiences a significant increase
     in sales;

   * the company demonstrates a significant improvement in its
     liquidity through the sale of its excess Hagerstown
     production facilities; and

   * the ratio of free cash flow to total debt increases to the
     high single digit level on a sustainable basis.

Ratings could be downgraded or the outlook changed to negative if
the company's book components business or its book manufacturing
business loses market share through heightened competitive
pressure resulting in negative free cash flow or debt to EBITDA
exceeding 5.0 times.

Headquartered in Hagerstown, Maryland, Phoenix Color Corp. is a
leading manufacturer of book components and multi-colored books.
The company reported sales of $110 million over the last twelve
months ended September 2005.


PORTUS ALTERNATIVE: AEGON Returns Referral Fees to Investors
------------------------------------------------------------
AEGON Dealer Services Canada Inc. disclosed plans to return
referral fees to investors who were affected by the collapse of
Portus Alternative Asset Management Inc. and its related entities.
This follows an intensive investigation of Portus by various
securities commissions, the Mutual Fund Dealer's Association, the
Investment Dealers Association, and the court-appointed Receiver,
KPMG.

According to ADSCI President and CEO, Scott Sinclair, "During the
investigation, ADSCI was part of a working group of seven
companies that led an initiative representing nearly 50 investment
dealers across Canada.  Until now, the dimensions of the Portus
collapse were difficult to ascertain.  However, working with our
industry group, KPMG, and the regulators, we have been able to
gain a better understanding of the situation, and many of the
investment dealers involved have reached an agreement to return
referral fees.  I believe this collaborative industry approach was
most prudent and fair, and ADSCI is pleased to offer some relief
to its investors."

The fees were originally paid by Portus to the mutual fund and
investment dealers who referred clients to that organization.
ADSCI has pledged to return all of the fees it received directly
to investors, and to do so well in advance of the industry's
proposed deadline.  ADSCI will communicate with investors about
the amount and timing of their refunds, once the regulators
approve its repayment plan.

"ADSCI has invested tremendous human and financial resources into
this investigation, and investors have waited a long time for
answers.  Now that there is knowledge and understanding of the
extent and nature of the Portus deceptions, we are responding
without delay by refunding the fees we received from Portus, which
we believe is our obligation as good corporate citizens," said Mr.
Sinclair.

Bankruptcy proceedings for Portus are underway, and further
information about the potential recovery and disbursement of
investor funds is expected early this year.  While chapters of
this still unfolding story remain to be written, Sinclair is
optimistic about the progress to date:

"I'm grateful that Canada's mutual fund and investment dealers
have come together to do the right thing.  The Portus scandal was
a shock to us all, and ADSCI will continue to take a lead role in
helping the industry, regulators and authorities find relief for
the victims of this impropriety."

              About AEGON Dealer Services Canada Inc.

AEGON Dealer Services Canada Inc., a member of the Netherlands
based AEGON Group, has been processing mutual fund trades for
Canadian investors for 18 years.  AEGON Dealer is a mutual fund
dealership that enables advisors to provide their clients with
excellent service and selection for their mutual fund investments.
Through AEGON Dealer Services Canada Inc. advisors have the choice
of Canada's best financial products and are well equipped to help
Canadians and their family achieve their financial goals.

           About Portus Alternative Asset Management Inc.

Portus Alternative Asset Management Inc.--
http://www.kpmg.ca/portus-- is a registered investment
counsel/portfolio manager and limited market dealer.  KPMG Inc.
acts as Portus' receiver of all its property, undertakings and
assets.


PORTUS ALTERNATIVE: Regulators to Augment Payment to Investors
--------------------------------------------------------------
The Ontario Securities Commission and the Mutual Fund Dealers
Association of Canada disclosed a plan that would require some 55
investment and mutual fund dealers to repay investors all fees
received from Portus Alternative Asset Management Inc. in
connection with client referrals.  The Investment Dealers
Association of Canada supports the plan, which applies to five of
its members.  In total, excluding fees that have already been
recovered, about $12 million in fees was paid out of funds
invested in Portus to MFDA and IDA Ontario-registered dealers.

This payment will be in addition to the money investors stand to
recover from the insolvency proceedings currently involving the
Portus Group.  Investors had placed approximately $800 million in
Portus products.  Portus assets located by the Receiver, KPMG
Inc., include C$133 million and $36 million in cash, as well as
notes with a purchase price of $529 million and a maturity value
of $611 million.  No estimate of the likely realizable value of
the notes is available at the present time.  The best information
available for investors is contained in a letter from the
Representative Counsel for investors and the Ninth Report of the
Receiver.

The OSC, the MFDA and the IDA have been reviewing dealer
regulatory issues arising from the referrals of clients to Portus.
Regulatory issues arose from the due diligence process undertaken
by dealers to approve referrals to Portus, the supervision of the
appropriateness of client referrals and related compliance
functions.

The regulators propose that dealers agree to Terms and Conditions
that would result in the repayment of fees received for referring
clients to Portus.  Because the participating dealers will agree
the Terms and Conditions apply to their clients across Canada, the
regulators are communicating with other Canadian securities
regulators about developments that may affect investors in their
jurisdictions.

The regulators have already received indications from 28 dealers,
representing more than 80% of fees paid out of funds invested in
Portus to MFDA and IDA Ontario-registered dealers, that they are
willing to accept the Terms and Conditions. Dealers have been
asked to confirm by Jan. 24, 2006 that they intend to comply with
the request and repay investors by May 31, 2006 under oversight by
the MFDA and the IDA.  The dealers will contact investors prior to
issuing payment to confirm the accuracy of the amount of their
investment in the Portus products, net of redemptions.

In total, 64 dealers across Canada approved referrals resulting in
their clients investing in Portus through some 25,000 accounts.
Fifty-nine of these dealers are MFDA members and five are members
of the IDA.  Two of the IDA members are also affiliated with an
MFDA member.  Of the 64 dealers, approximately 55 have operations
in Ontario.

The Terms and Conditions on the registration of referring dealers
also require dealers to:

    -- participate in regulatory studies relating to referral fee
       arrangements and non-mutual fund products; and

    -- enact and comply with practices, policies and procedures to
       reflect the findings arrived at pursuant to such regulatory
       studies.

Should dealers not agree to the imposition of the Terms and
Conditions, regulators may continue to review and investigate all
regulatory issues arising from referrals to Portus.  Enforcement
proceedings may be undertaken, as circumstances warrant.
Participation in the Terms and Conditions process by dealers is
encouraged in Ontario and will be viewed by the regulators as a
cooperative response to regulatory issues which maximizes prompt
recovery to investors.

Acceptance of the Terms and Conditions by a dealer will resolve
the regulatory issues in Ontario regarding dealer due diligence
and supervision.  However, the MFDA will continue to investigate
other matters relating to the conduct of dealers in referring
clients to Portus.  Investigations will also continue regarding
the sales practices of referring advisors.  The Terms and
Conditions process does not affect the rights of clients to pursue
further recoveries through the civil court process.  Failure to
meet the Terms and Conditions will lead to the suspension of the
dealer's registration.

As reported in the Troubled Company Reporter on Mar. 8, 2005, the
Ontario Superior Court of Justice, on application of the Ontario
Securities Commission, appointed KPMG Inc. Receiver of Portus
Alternative Asset Management Inc., Portus Asset Management Inc.,
and BancNote Corp.  As Receiver, KPMG will take control
immediately of the assets and records of the Portus Group.  KPMG
will also begin an assessment of Portus and its associated
companies and report back to the Ontario Superior Court of Justice
within 15 days.

"The expeditious application by the OSC to have the Receiver
appointed enabled the Receiver to identify and secure a large
proportion of clients' funds and prevent misappropriation of those
funds," said Bob Rusko, Senior Vice President of KPMG.  "We will
report back to the Court on the disposition of Portus assets.  We
are in the process of moving the Receivership into bankruptcy and
we will develop a plan to realize upon the assets of the Portus
Group and distribute the proceeds to the investors."

Full copies of the Receiver's reports relating to asset recovery
can be found at http://www.kpmg.ca/portus/

Meanwhile, the OSC is proceeding expeditiously with the
administrative and court proceedings commenced in October of 2005.
The next appearance with respect to the administrative proceeding
commenced against Portus, Boaz Manor, Michael Mendelson, Michael
Labanowich and John Ogg is scheduled to take place on Jan. 17,
2006.  With respect to the court proceeding against Boaz Manor,
the next attendance in provincial court will take place on
Jan. 18, 2006.

Portus Alternative Asset Management Inc.--
http://www.kpmg.ca/portus-- is a registered investment
counsel/portfolio manager and limited market dealer.  KPMG Inc.
acts as Portus' receiver of all its property, undertakings and
assets.


REFCO INC: Wants to Hire Goldin Associates as Crisis Managers
-------------------------------------------------------------
Refco Inc., and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Goldin Associates, LLC, as their crisis managers, effective as of
Dec. 16, 2005.

As previously reported, the Court has authorized the Debtors to
employ APS Services, LLC, as their crisis managers.  The Debtors
selected APS because of its vast experience in providing crisis
management services to financially troubled organizations.  APS
continues to provide excellent services to the Debtors.

Refco's Board of Directors has appointed Harrison J. Goldin as
chief executive officer provided that he continues to utilize, to
the extent practicable, the institutional knowledge acquired by
APS in a cost efficient and effective manner.  Mr. Goldin
commenced performing services for the Debtors on Dec. 16, 2005.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom, LLP, in New York, relates that as crisis managers:

   (a) Goldin Associates will designate Mr. Goldin as temporary
       chief executive officer and Mark Slane as the temporary
       chief restructuring officer.  In this capacity, the
       Officers will assist the Debtors in their operations with
       an objective to restructure the Debtors and manage the
       Debtors' restructuring efforts, including:

          * negotiating with parties-in-interest; and

          * managing, overseeing and coordinating the "working
            group" of the Debtors' employees, APS personnel and
            external professionals who are assisting the Debtors
            in the restructuring.

   (b) Goldin Associates will work with APS and:

          * assist with the management of Refco's U.S. and
            non-U.S. entities;

          * assist with the management of the Debtors'
            unregulated business to maximize the orderly
            resolution of the issues facing that business;

          * assist with the management of the Chapter 11
            bankruptcy process, including assisting the Debtors
            in evaluating and implementing strategic and tactical
            options through the proceedings;

          * assist with post-closing adjustments and reconciling
            items associated with the sale of the Debtors'
            regulated business;

          * assist in developing and implementing cash management
            strategies, tactics and processes;

          * coordinate information requests and responses to all
            regulators, lender groups, and other parties-in-
            interest in the bankruptcy process;

          * coordinate communications with all constituents;

          * assist in negotiations with stakeholders and their
            representatives;

          * assist with the preparation of the statement of
            affairs, schedules, monthly operating reports and
            other regular reports required by the Bankruptcy
            Court as well as claims processes; and

          * assist with other matters as may be requested that
            fall within Goldin Associates' expertise and that are
            mutually agreeable between the Debtors and Goldin
            Associates.

The Officers will be assisted by a staff of other temporary
employees provided through Goldin Associates at various levels,
as well as APS personnel.  The Temporary Employees will serve at
the direction of the Debtors' chief executive officer and Board
of Directors.

The Debtors will pay Goldin Associates' professionals at the
firm's standard hourly rates:

         Professional                        Hourly Rate
         ------------                        -----------
         Senior Managing Directors           $685
         Managing Directors/Directors        $400 to $550
         Vice Presidents/Managers            $300 to $450
         Senior Analysts/Analysts            $150 to $350
         Associates                          $100 to $150

The Goldin Associates employees to be engaged by the Debtors and
their hourly rates are:

                                                     Hourly
   Professional         Position                      Rate
   ------------         --------                     ------
   Harrison J. Goldin   Chief Executive Officer       $685
   Mark Slane           Chief Restructuring Officer   $550
   Jerry Lombardo       Vice President                $500
   Andrew Craven        Vice President                $375
   Michael Cordasco     Vice President                $350
   Adam Boyd            Vice President                $350
   Tom Brady            Vice President                $350

The Debtors will reimburse Goldin Associates for all reasonable
out-of-pocket expenses incurred in connection with its services
to be performed for the Debtors.

The Debtors seek the Court's authority to pay all reasonable
amounts invoiced by Goldin Associates for fees and expenses in
the ordinary course of their businesses.

Goldin Associates reserves the right to file an application to
the Court for the payment of a success fee upon substantial
completion of its duties, provided that the Refco Board approves
that fee.

The Debtors agree to indemnify Goldin Associates and the Goldin
Temporary Employees under applicable corporate bylaws and state
law.

The Debtors further seek the Court's permission to pay Goldin
Associates a $250,000 retainer.

Forty-five days after the end of each quarter, Goldin Associates
will file a notice of compensation earned and expenses incurred
for the previous quarter with the Court and the U.S. Trustee and
serve that notice on the Debtors' counsel and counsel for any
official committee in these cases.

Mr. Goldin assures the Court that Goldin Associates has no adverse
interest as to the matters for which it has been employed with the
Debtors.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Ct. Denies US Trustee's Move to Appoint Ch. 11 Trustee
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 14, 2005,
Deirdre A. Martini, the United States Trustee for Region 2, asked
the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York to appoint a Chapter 11 trustee in
Refco Inc., and its debtor-affiliates' chapter 11 cases pursuant
to Section 1104(a)(2) of the Bankruptcy Code.

Andrew D. Velez-Rivera, Esq., trial attorney for the U.S. Trustee,
tells the Court that the appointment of a truly independent
fiduciary to investigate the Debtors' prepetition affairs and to
maximize the recoveries for their estates has been of paramount
concern to the U.S. Trustee since Refco, Inc., filed for
bankruptcy protection.

                       *     *     *

At the Jan. 10, 2005, hearing, the U.S. Trustee advised Judge
Drain that in the event the Court will direct the appointment of a
trustee, she would appoint a separate trustee for RCM.

The Debtors also advised the Court in the event the Trustee
Motion is denied, they would file a motion for reconstitution to
remove Philip R. Bennett as member of the Refco Board of
Directors.  The Debtors said that the other members of the Board
are prepared to resign effective upon the appointment of
unaffiliated independent board members.

In light of these representations, Judge Drain denies the Trustee
Motion as it applies to all Debtors other than RCM on the
condition that on or before Jan. 13, 2006:

   (1) the members of the Refco Board other than Mr. Bennett
       tender their resignations;

   (2) at least one new director, who was previously unaffiliated
       with the Debtors and is independent, is appointed to the
       Refco Board; and

   (3) the Bennett Removal Motion is granted by the Court.

The Court rules that if the Board Reconstitution Condition is not
timely satisfied, the Trustee Motion will be granted and the U.S.
Trustee is directed to appoint a Chapter 11 trustee for all the
Debtors.

The Court, however, clarifies that any trustee appointed will:

   (1) have only the oversight functions of a board of directors
       and not the management powers of a chief executive
       officer; and

   (2) not cause the removal of or otherwise interfere with the
       actions of Harrison J. Goldin as the Debtors' chief
       executive officer absent good cause and after compliance
       with the requirements of Section 363(b) of the Bankruptcy
       Code.

Judge Drain adjourns the hearing to consider the Trustee Motion
as to RCM until the time of the hearing of the Motion to Convert
the RCM case into a Chapter 7 case.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFCO INC: Refco LLC Wants Until April 24 to Decide on Contracts
----------------------------------------------------------------
Section 365(d)(1) of the Bankruptcy Code grants a trustee an
initial 60-day period to determine whether to assume or reject
unexpired executory contracts, unless that time is extended by a
Court order.

In a case under Chapter 7 of the Bankruptcy Code, Section
365(d)(1) provides that if a trustee does not assume or reject an
executory contract or unexpired lease of residential real property
or of personal property of a debtor within 60 days after the order
for relief, or within such additional time as the Court, for
cause, within that sixty-day period, fixes, then that contract or
lease is deemed rejected.

As of the bankruptcy filing, Refco LLC was a counterparty to
several hundred executory contracts.  According to Albert Togut,
the interim Chapter 7 trustee appointed to oversee liquidation of
Refco LLC's estates, Refco LLC's contracts fall into three
categories:

   (1) Agreements with introducing brokers, guaranteed
       introducing brokers, and associated persons working on
       commissions;

   (2) Service and license agreements with third parties; and

   (3) Miscellaneous agreements with third party vendors and
       suppliers.

However, the Chapter 7 trustee tells the U.S. Bankruptcy Court for
the Southern District of New York that he and his advisors have
not yet had a sufficient opportunity to review or analyze all of
LLC's books and records to identify the universe of executory
contracts to which LLC may be a counterparty.

Due to the number of executory contracts that the Chapter 7
trustee has identified so far as well as the numerous executory
contracts that may exist and are still unknown, it is too early
for the Chapter 7 trustee to decide which contracts should be
assumed or rejected, Scott E. Ratner, Esq., at Togut, Segal &
Segal, LLP, in New York, avers.

Accordingly, the Chapter 7 trustee asks the Court to extend the
time within which he may assume, assume and assign or reject all
of Refco LLC's executory contracts, through and including
April 24, 2006.

In the interim, Mr. Ratner reports that the Chapter 7 trustee is
meeting:

   -- all obligations imposed on him under Section 365 with
      respect to the Executory Contracts; and

   -- all of LLC's obligations under the Acquisition Agreement
      entered into by, among others, Refco LLC and Man Financial
      Inc., pursuant to which Man is entitled to receive
      performance under, and the benefit of, certain of LLC's
      Executory Contracts for a specified period of time.

Mr. Ratner asserts that the Chapter 7 trustee requires more time
to identify and evaluate all of LLC's unexpired executory
contracts and to ensure that those contracts remain subject to a
possible request by Man that the Chapter 7 trustee assume and
assign various contracts to it pursuant to the terms of the
Acquisition Agreement.

Man has identified several hundred executory contracts to be
potentially assumed and assigned to it, and the Chapter 7 trustee
is in the process of preparing cure notices related to such
contracts, Mr. Ratner discloses.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 19; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


REFINED GLOBAL: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Refined Global Solutions, Inc.
        4897 West Lake Park Boulevard, Suite 100
        Salt Lake City, Utah 84120

Bankruptcy Case No.: 06-20097

Type of Business: The Debtor develops bypass oil filtration and
                  purification systems for commercial use.
                  Refined Global also designs, produces, and
                  distributes a variety of products for long-haul
                  transport, mining, marine, agriculture, and
                  construction applications.  See
                  http://www.rgsoilrig.com/

Chapter 11 Petition Date: January 13, 2006

Court: District of Utah (Salt Lake City)

Judge: Glen E. Clark

Debtor's Counsel: Ralph R. Mabey, Esq.
                  Mabey & Murray LC
                  136 South Main Street
                  1000 Kearns Building
                  Salt Lake City, Utah 84101-1685
                  Tel: (801) 320-6700
                  Fax: (801) 359-8256

Total Assets: $215,528

Total Debts:  $5,260,809

Debtor's 21 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Olson & Hierl, Ltd.           Legal services             $72,000
Attn: Michael Hierl
20 North Wacker Drive,
36th Floor
Chicago, Illinois 60606

Flying J                      Product liability          $60,000
Attn: Michael Baldwin         claim
1104 Country Hills Drive
Ogden, UT 84403

Truck Enterprises             Trade debt                 $44,916
3440 South Main Street
Harrisonburg, VA 22801

Kent DeMars                   Subordinated               $30,000
                              convertible promissory
                              note

Bob Millerberg                Subordinated               $23,610
                              convertible promissory
                              note

Kenworth Sales Company        Product refund             $21,000

Paul Whetsone                 Former employee            $20,784
                              (technical sales
                              manager)

Gaylin Thomas                 Former employee            $20,000

On-Site Analysis, Inc.        Trade debt                 $19,953

Larry Kokkelenberg            Subordinate                $15,000
                              convertible promissory
                              note

Combustion Resources          Trade debt                 $12,500

Central Refrigerated          Product liability          $12,000
                              claim

Thorpe North & Western        Patent legal services      $11,662

Arnold & Wiggins              Legal services             $10,944

Brandon Lloyd                 Former employee             $9,000

Richburg/McKee & Associates   Factory representative      $7,791
                              commissions

Mid-States Heavy Duty         Factory representative      $4,025
Representation, LLC           commissions

Wright-Green Associates       Factory representative      $3,950
                              commissions

Atkinson Sales Co., Inc.      Factory representative      $2,315
                              commissions

LynRus Aluminum Products      Trade debt                    $989

Lube Track Oil Analysis       Trade debt                    $520


RESIDENTIAL ASSET: Fitch Downgrades Two Certificate Classes to B
----------------------------------------------------------------
Fitch Ratings has taken rating actions on these Residential Asset
Securities Corporation's home equity loan transactions:

   Series 2001-KS2 Group 1:

     -- Class A-I-5 affirmed at 'AAA';
     -- Class A-I-6 affirmed at 'AAA';
     -- Class M-I-1 downgraded to 'AA-' from 'AA';
     -- Class M-I-2 downgraded to 'A-' from 'A';
     -- Class M-I-3 downgraded to 'B' from 'BB'.

   Series 2001-KS2 Group 2:

     -- Class A-II affirmed at 'AAA';
     -- Class M-II-1 affirmed at 'AAA';
     -- Class M-II-2 affirmed at 'A';
     -- Class M-II-3 affirmed at 'BBB'.

   Series 2001-KS3 Group 1:

     -- Class A-I-5 affirmed at 'AAA';
     -- Class A-I-6 affirmed at 'AAA';
     -- Class M-I-1 downgraded to 'AA-' from 'AA';
     -- Class M-I-2 downgraded to 'A-'from 'A';
     -- Class M-I-3 downgraded to 'B' from 'BBB-'.

   Series 2001-KS3 Group 2:

     -- Class A-II affirmed at 'AAA';
     -- Class M-II-1 affirmed at 'AA';
     -- Class M-II-2 affirmed at 'A';
     -- Class M-II-3 affirmed at 'BBB'.

The affirmations of the above classes, reflect credit enhancement
consistent with future loss expectations.  The downgrades affect
about $67,531,352 of outstanding certificates and reflect
potential negative impact of loan performance issues on these
bonds.

The collateral in these deals consists of fixed-rate and
adjustable-rate one- to four-family residential mortgage loans
secured by first and second liens.  These loans were originated
using less stringent underwriting standards than those applied by
some other first and junior mortgage loan purchase programs
including other programs of Residential Funding Corporation and
Fannie Mae & Freddie Mac.

In addition, certain first lien loans with original loan-to-value
ratios greater than 65% were insured by a mortgage insurance
policy from PMI Mortgage Insurance Co.  These loans were sold by
Residential Funding Corporation to Residential Asset Securities
Corporation, the depositor.

The loans are primarily serviced by Homecomings Financial Network,
Inc., which is rated 'RPS1', Rating Watch Evolving by Fitch.  The
master servicer for these loans is Residential Funding Corporation
(rated 'RMS1', Rating Watch Evolving by Fitch).

Series 2001-KS2 Group 1:

The monthly excess interest has averaged approximately $439,398
during the past six months and the monthly losses have averaged
$716,099 during the same period.  This has resulted in an average
monthly reduction of approximately $276,701 to the available
credit support.  This loss has been somewhat mitigated by the fact
that some of the excess spread from Group 2 is available to cover
losses for this group.  The deal is structured so that excess
spread is crossed between the two groups.  This means that any
excess spread available from Group 2 after the Group 2 losses have
been covered, goes to cover losses occurring in Group 1.  The 60+
delinquencies have averaged 23.22% of the current pool balances
during this period.

As of the Dec. 27, 2005, distribution date, the
overcollateralization was $2,227,322 with a target of $4,500,000.
The pool factor currently stands at 17%.

Series 2001-KS2 Group 2:

As of the Dec. 27, 2005, distribution date, the OC was $2,551,317,
with a target of $3,125,000.  The pool factor currently stands at
10%. As discussed in the previous section, excess spread from
Group 2 is available to offset losses incurred in Group 1 after
Group 2 losses have been accounted for.  This support occurs
before such monies can be used to fund Group 2's OC to its
required level.  Therefore, despite the ongoing generation of
positive net excess spread, Group 2's OC remains below its target
level.

Series 2001-KS3 Group 1:

The monthly excess interest has averaged approximately $506,889
during the past six months and the monthly losses have averaged
$644,291 during the same period.  This has resulted in an average
monthly reduction of approximately $137,402 to the available
credit support.  This deal is also structured in the same way as
the 2001-KS2 deal in that the excess spread is crossed between the
two groups.  The 60+ delinquencies have averaged 23.47% of the
current pool balances during this period.

As of the Dec. 27, 2005, distribution date, the OC was $2,213,159,
with a target of $4,250,003.  The pool factor currently stands at
18%.

Series 2001-KS3 Group 2:

As of the Dec. 27, 2005 distribution date, the OC was $5,617,290,
with a target of $5,750,000.  The pool factor currently stands at
11%.


RF CUNNINGHAM: Wants Until March 27 to File Chapter 11 Plan
-----------------------------------------------------------
R.F. Cunningham & Company asks the U.S. Bankruptcy Court for the
Eastern District of New York to further extend until March 27,
2006, the period within which it has the exclusive right to file a
plan of reorganization.  The Debtor also wants its exclusive
period to solicit plan acceptances extended to May 26, 2006.

The Debtor needs more time to:

    i) permit the State Department of Agriculture to make its
       determinations on the claims; and

   ii) analyze the claims determined by the State, and compare
       those to claims file in the bankruptcy case and with the
       Debtor.

Furthermore, the Debtor is a party to numerous leases.  The Debtor
is currently analyzing those assets, to decide whether it is
profitable to assume, assume and assign or reject those leases.

The extension, the Debtor relates, will not prejudice the
legitimate interests of any creditor and will provide the Debtor
an opportunity to complete the plan negotiation process.

Headquartered in Smithtown, New York, R.F. Cunningham & Company,
is a grain dealer, licensed under the Agriculture and Markets Law
of New York.  The company filed for chapter 11 protection on
June 13, 2005 (Bankr. E.D.N.Y. Case No. 05-84105).  Harold S.
Berzow, Esq., at Ruskin Moscou Faltischek, P.C., represents the
Debtor in its restructuring efforts.  When The Debtor filed for
protection from its creditors, it listed $8,416,240 in total
assets and $10,218,229 in total debts.


SAINT VINCENTS: Cases Reassigned to Judge Adlai S. Hardin, Jr.
--------------------------------------------------------------
As widely reported, the Hon. Prudence Carter Beatty of the U.S.
Bankruptcy Court for the Southern District of New York is
currently on a medical leave of absence.

The Hon. Stuart M. Bernstein, Chief Judge of the U.S. Bankruptcy
Court for the Southern District of New York, has reassigned all of
the Debtors' jointly administered Chapter 11 cases and all related
adversary proceedings to Judge Adlai S. Hardin, Jr.

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


SAINT VINCENTS: Wants Court to Set March 30 as Claims Bar Date
--------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to establish March 30, 2006, as the deadline
for filing proofs of claim based on prepetition debts or
liabilities.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New York,
asserts that establishing the Bar Date will enable the Debtors to
receive, process, and begin their analysis of creditors' claims in
a timely and efficient manner.  It will also assist the Debtors in
the formulation of a disclosure statement to accompany their plan
of reorganization, when filed.

The Debtors further ask the Court to require all creditors, even
those whose claims are not listed in their Schedules of Assets and
Liabilities as disputed, contingent, or unliquidated, to file
proofs of claim for three reasons:

   (1) The Debtors could not be sure that they have identified
       the exact amounts they owe as of the Petition Date given
       their accounting systems.

   (2) Some creditors failed to issue to the Debtors appropriate
       invoices or credit advices for the periods just before the
       Petition Date.  Similarly, the Debtors may have failed to
       record all invoices or credit advices actually received.

   (3) Because certain of the Debtors' operations closed prior to
       the Petition Date, the records for those facilities were
       particularly difficult to assess for the purpose of
       preparing the Schedules and accurately identifying claims
       as contingent, unliquidated, or disputed.

Each person or entity that asserts a prepetition claim against the
Debtors must file an original, written proof of the claim that
substantially conforms to Official Form No. 10 so as to be
received on or before the Bar Date by Bankruptcy Services LLC, the
Debtors' claims agent, either by overnight delivery, by hand
delivery, or by mailing to the Bankruptcy Court - St. Vincents
Claims Processing unit.

The St. Vincents Claims Processing Center will not accept Proofs
of Claim sent by facsimile, telecopy, or electronic mail
transmission.

The Proofs of Claim will be deemed timely filed only if the claims
are actually received by the St. Vincents Claims Processing Center
on or before the Bar Date.

Persons or entities not required to file a Proof of Claim on or
before the Bar Date are:

   (a) Any person or entity that has already properly filed, with
       the Clerk of the United States Bankruptcy Court for the
       Southern District of New York, a Proof of Claim against
       the applicable Debtor or Debtors utilizing a claim form
       which substantially conforms to Official Form No. 10;

   (b) Any person or entity having a claim under Sections 503(b)
       or 507(a) of the Bankruptcy Code as an administrative
       expense of the Debtors' Chapter 11 cases;

   (c) Any person or entity whose claim has been paid in full by
       any of the Debtors;

   (d) Any of the Debtors having a claim against another Debtor;

   (e) Any person or entity that holds a claim that has been
       allowed by a Court Order entered on or before the Bar
       Date;

   (f) Any person or entity that holds a claim solely against any
       of the Debtors' non-debtor affiliates; and

   (g) Any current director, officer, or employee of any of the
       Debtors that has or may have a claim against any of the
       Debtors for indemnification, contribution, subrogation, or
       reimbursement.

Any person or entity that holds a claim that arises from the
rejection of an executory contract or unexpired lease must file a
proof of claim based on the rejection by the later of:

   (a) the Bar Date; or

   (b) the date which is 30 days after the effective date of the
       rejection.

                      Proofs of Claim Form

The Debtors prepared a customized Proof of Claim Form, which will
be further customized when sent to a creditor to contain certain
information about that creditor, its claim, and the Debtor
against which its claim may lie.  The creditor is required to
file a Proof of Claim, confirming the Debtor against which it is
asserting a claim and identifying the amount and type of the
claim.

The Proof of Claim Form also makes certain modifications to the
Official Form No. 10, including:

   (a) allowing the creditor to correct any incorrect information
       contained in the name and address portion;

   (b) adding certain instructions;

   (c) highlighting that supporting documentation must be
       provided in connection with the filing of a Proof of
       Claim, and adding that voluminous supporting documentation
       otherwise allowed to be summarized must be provided upon
       the Debtors' request; and

   (d) updating claim amounts entitled to priority status under
       Section 507(a), amended by the Bankruptcy Abuse Prevention
       and Consumer Protection Act of 2005.

The Debtors ask the Court to approve the proposed Proof of Claim
Form.

The Debtors propose that any holder of a claim who is required,
but fails, to file a proof of the claim in accordance with the
Bar Date will be forever barred, estopped, and enjoined from
asserting a claim against them.

The Debtors propose to file a bar date notice within five days of
the Court's approval of their request.

                       Publication Notice

Pursuant to Rule 2002(1) of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to approve a supplemental
notice of the Bar Date by publishing a notice in:

   -- The New York Times (National Edition); and

   -- in the largest local paper of general circulation in
      Brooklyn, Queens, Staten Island, the Bronx and Westchester.

Mr. Troop explains that publication of the Bar Date is intended
to give effective notice to all creditors, including:

   (a) those creditors to whom no other notice was sent and who
       are unknown or not reasonably ascertainable by the
       Debtors;

   (b) known creditors with addresses unknown by the Debtors; and

   (c) potential creditors with claims unknown by the Debtors.

The Debtors ask the Court to find that the publication of the Bar
Date Notice will provide adequate and sufficient notice of the
Bar Date in the Debtors' Chapter 11 cases.

                       Objections to Claims

After the Bar Date passes, the Debtors will be in a position to
begin their review of the claims, Mr. Troop notes.  The Debtors,
thus, reserve their right to:

   (a) object to any Proof of Claim, whether filed or scheduled,
       on any grounds; and

   (b) dispute, or assert offsets or defenses to, any claim
       reflected on the Schedules, or any amendments, as to
       amount, liability, classification or otherwise and to
       subsequently designate any claim as disputed, contingent,
       unliquidated or undetermined.

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


SAINT VINCENTS: Agrees to Make $250,000 Payment to Sandra Strumpf
-----------------------------------------------------------------
On Aug. 4, 1999, Sandra Strumpf, as administratrix of the estate
of Charles Strumpf, commenced an action in the New York Supreme
Court, County of Richmond against several defendants, including
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates, alleging that medical malpractice at SVCMC's
Staten Island hospital caused the death of Charles Strumpf.

Prior to the trial of the Action, Ms. Strumpf's counsel agreed to
settle the Action with respect to the claims against the Debtors
directly with Medical Liability Mutual Insurance Company, the
Debtors' primary insurance carrier for SVCMC's Staten Island
hospital, for $250,000.

However, prior to consummation of the Settlement, the automatic
stay was imposed due to the Debtors' bankruptcy filing.

Thereafter, to effectuate the Settlement, Ms. Strumpf's counsel
sought relief from the automatic stay.

The Debtors determined that they have sufficient primary insurance
coverage from Medical Liability to fund the Settlement with Ms.
Strumpf.

To resolve the Action, the Debtors and Ms. Strumpf agree to modify
the automatic stay solely to permit:

   (a) Ms. Strumpf, through counsel, to execute a proper
       Stipulation of Discontinuance, Hold Harmless Stipulation,
       and any other relevant document with defense counsel and
       present wrongful death compromise order to a court with
       competent jurisdiction for approval of the Settlement;

   (b) the parties to consummate the Settlement through the
       distribution of $250,000 in insurance proceeds to Ms.
       Strumpf, provided, however, that Ms. Strumpf and the
       estate of Charles Strumpf will in no event be entitled to
       recover any property of the Debtors or their estates and
       will instead have recourse solely against the available
       Insurance Proceeds; and

   (c) the use of the Insurance Proceeds, to the extent
       available, to pay the Debtors' defense costs and any
       possible indemnity.

Ms. Strumpf agrees to release and forever discharge the Debtors
from any and all Claims and other actions, which she may now have,
may claim to have, or ever had, including claims asserted in
relation to the Action.

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


SEQUOIA MORTGAGE: Fitch Affirms Low-B Ratings on 8 Cert. Classes
----------------------------------------------------------------
Fitch Ratings has affirmed these Sequoia Mortgage Trust
pass-through certificates:

   Series 2004-9

     -- Class A 'AAA';
     -- Class B-1 'AA';
     -- Class B-2 'A';
     -- Class B-3 'BBB';
     -- Class B-4 'BB+';
     -- Class B-5 'B'.

   Series 2004-10

     -- Class A 'AAA';
     -- Class B-1 'AA';
     -- Class B-2 'A';
     -- Class B-3 'BBB';
     -- Class B-4 'BB';
     -- Class B-5 'B'.

   Series 2004-11

     -- Class A 'AAA';
     -- Class B-1 'AA';
     -- Class B-2 'A';
     -- Class B-3 'BBB';
     -- Class B-4 'BB';
     -- Class B-5 'B'.

   Series 2004-12

     -- Class A 'AAA';
     -- Class B-1 'AA';
     -- Class B-2 'A';
     -- Class B-3 'BBB';
     -- Class B-4 'BB';
     -- Class B-5 'B'.

The underlying collateral for the Sequoia Mortgage transactions
consists of 30-year traditional and hybrid adjustable-rates
mortgages extended to Prime borrowers.  As of December 2005
distribution date, these transactions are seasoned from a range of
12 to 15 months and the pool factors range from approximately 47%
to 65%.  The Sequoia Mortgage Trust loans are acquired from
various originators by a subsidiary of Redwood Trust Inc, a
mortgage real estate investment trust that invests in residential
real estate loans and securities.  The master servicer for the
deals above is Wells Fargo Bank Minnesota.

The affirmations reflect satisfactory collateral performance with
general stable credit enhancement level and affect approximately
$1.81 billion outstanding certificate.


SKIN NUVO: Inks Agreement Outlining Extent of Insurer's Liability
-----------------------------------------------------------------
Skin Nuvo International, LLC, its debtor-affiliates and Admiral
Insurance Company negotiated a compromise to settle all disputes
relating to potential insurance liabilities arising from certain
personal injury tort claims.  The claims stem from certain alleged
bodily injuries sustained by the Debtors' customers in the course
of various skin treatments performed at their clinics.

The compromise agreement offers a comprehensive resolution of
pending and potential litigation between Admiral and the Debtors
by providing the certainty of substantial insurance coverage
consistent with the terms underlying the insurance policy
originally issued by Admiral.

                   Admiral Insurance Policy

Prior to the petition date, Admiral issued Professional Liability
Policy No. EO 000002853-01 to Skin Nuvo International Laser
Centers.  The same policy also provided insurance coverage for
certain doctors, nurses, nurse practitioners and other persons
employed by Skin Nuvo.

In March 2005, Admiral moved to cancel the policy because of a
substantial increase in the frequency and severity of claims being
submitted.  The cancellation would have been effective on
April 10, 2005, but was stayed after the Debtors sought protection
from its creditors.

Admiral subsequently asked for relief from automatic stay to
permit the cancellation of the Policy.  The Debtors fought the
stay-relief motion.

                  The Compromise Agreement

To avoid the expense and uncertainty of continuing litigation, the
Debtors and Admiral have agreed to consensually and
comprehensively resolve all issues related to the insurance
coverage.

For this reason, the Debtors ask the U.S. Bankruptcy Court for the
District of Nevada to approve the Debtors' agreement with Admiral.
The principal terms of the agreement include:

     a) a stay on all litigation related to the insurance
        coverage, including any related discovery, pending
        adjudication of the compromise agreement;

     b) Admiral's consent to provide insurance coverage pursuant
        to the terms of the policy for any claims arising from
        incidents that occurred between Nov. 27, 2004, to May 31,
        2005, provided that:

            i) any such Claim was actually reported to Skin Nuvo
               before May 31, 2005; and

           ii) that Skin Nuvo actually reported any such Claims to
               Admiral before Sept. 7, 2005.

     c) the Debtors' consent for Admiral to retain all premium
        payments made by Skin Nuvo.

All Non-Debtor Insureds are also bound by the terms of the
compromise agreement.

                   Permanent Injunction

As an integral part of the compromise agreement, the Debtors ask
the Bankruptcy Court to issue a permanent injunction restraining
any person or entity from making a collateral attack upon, or
taking any direct action against, Admiral and all of the Non-
Debtor Insureds for any insurance coverage not provided by the
compromise agreement.

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., and Sarah Link Schultz, Esq., at Akin Gump
Strauss Hauer & Fled LLP represent the Debtors.  The Company and
its debtor-affiliates filed for chapter 11 protection on March 7,
2005 (Bankr. D. Nev. Case No. 05-50463).  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of $10 million to $50 million.


TELOGY INC: Can Access Up to $7.5 Million in DIP Loans
------------------------------------------------------
The Hon. Edward D. Jellen of the U.S. Bankruptcy Court for the
Northern District of California in Oakland, authorized Telogy,
Inc., to incur up to $7.5 million in postpetition loans from a
subgroup of existing secured lenders, led by DDJ Capital
Management, LLC.  The Debtor's affiliate, e-Cycle, LLC, will
guarantee the loan.

In addition, the Debtors also obtained permission from the
Bankruptcy Court to use cash collateral securing approximately
$105.7 million in prepetition debts from a consortium of bank
lenders and approximately $58.6 million in prepetition debts from
a group of senior noteholders.  Security interests and liens on
substantially all of the Debtors, including deposit accounts,
secure these debts.

The Debtors sought to obtain postpetition financing as well as
access to its lenders' cash collateral in order to maintain the
going concern value and prevent irreparable harm to its business.

Bank of America, NA, serves as collateral agent for the Bank
Lenders and the Senior Noteholders.

                          DIP Financing

DDJ Capital, as DIP Agent, is granted a superpriority interest
over all claims for the ratable benefit of the DIP Lenders.  To
further secure the DIP loan, DDJ Capital is granted these
additional liens and security interests:

     a) a perfected first-priority senior security interest in and
        liens on all of the Debtors' prepetition and postpetition
        property;

     b) a junior priority security interest in and liens upon all
        of the Debtors' prepetition and postpetition property
        subject to valid, perfected and unavoidable liens in
        existence as of the petition date or to valid and
        unavoidable liens in existence immediately prior to the
        petition date that are perfected subsequent to the
        petition date.

     c) a perfected first priority, senior priming lien on all of
        the prepetition collateral; and all of the liens on the
        prepetition collateral that secure the prepetition
        obligations shall be primed by and made subject and
        subordinate to the Priming Liens, which, however, shall
        not prime liens, if any, to which the Primed Liens are
        subject as of the Petition Date.

                     Use of Cash Collateral

To protect against the decrease, diminution, or decline in the
value of the Bank Lenders and the Senior Noteholders' prepetition
collateral, Bank of America is granted a continuing, perfected
replacement lien and security interest on:

    a) all assets of the Debtors' bankruptcy estates acquired
       after the petition date of the same type and description
       as the prepetition collateral; and

    b) all other property of the Debtors' bankruptcy estates that
       is not prepetition collateral or postpetition "Like Kind"
       collateral.

As additional adequate protection, the Bank Lenders and the Senior
Noteholders are allowed a Junior Superpriority Claim over all
administrative claims except for claims subject to the carve out,
such as fees to the U.S. Trustee.

The Debtors will use cash collateral in accordance with this 14-
week budget: http://researcharchives.com/t/s?44b

The DIP Loan and any adequate protection payments will be due and
payable, and the Debtor's authority to access cash collateral will
terminate upon the earliest to occur of:

    a) Nov. 29, 2006;

    b) the effective date of any plan of reorganization; or

    c) the consummation of a sale of substantially all of the
       Debtor's assets.

Headquartered in Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, leases electronic test
equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc. and its
debtor-affiliate, e-Cycle, LLC, filed for chapter 11 protection on
Nov. 29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
estimated assets and debts of more than $100 million.


TERAYON COMMS: Form 10-Q Filing Delay Prompts Default Notice
------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERNE) reported that
the filing of its Quarterly Report on Form 10-Q for the quarterly
period ended Sept. 30, 2005, would be delayed and that it had
commenced an accounting review after determining that certain
revenues recognized in the second half of fiscal year 2004 may
have been recorded in incorrect periods.

As a result of the delay in filing its Form 10-Q, Terayon is not
in compliance with its obligation under the Indenture with respect
to Terayon's 5% Convertible Subordinated Notes due 2007 to file
with the Securities and Exchange Commission and the trustee of
the Notes all reports, information and other documents required
pursuant to Sections 13 or 15(d) of the Securities Exchange Act of
1934.

                      Default Notice

On Jan. 12, 2006, Terayon was provided written notice of default
from holders of over 25% in aggregate principal amount of the
Notes outstanding based on Terayon's failure to file its Form
10-Q.  If such default is not cured within 60 days of this notice,
an event of default will occur and the Trustee or holders of at
least 25% in aggregate principal amount of the Notes then
outstanding, upon notice to the Company, may accelerate the
maturity of the Notes and declare the entire principal amount of
the Notes, together with all accrued and unpaid interest thereon,
to be due and payable immediately.

The Notes currently outstanding have an aggregate principal amount
of approximately $65 million.  The company ended 2005 with
approximately $101 million of cash and cash equivalents plus
short-term investments which represents a $3 million increase over
year end 2004 balances of approximately $98 million.

"We were aware of our obligations under the Indenture and have
already considered alternative actions," stated Mark Richman,
Terayon's Chief Financial Officer.  "Given our cash position and
reduction in cash usage as a result of our restructuring of the
business we are comfortable with our cash position and we have
several options available."

Headquartered in Santa Clara, California, Terayon Communication
Systems, Inc. -- http://www.terayon.com/-- provides digital video
networking applications and home access solutions that enable the
delivery of advanced digital video, voice and data services.
Service providers worldwide have deployed more than 6,000 of
Terayon's digital video systems to brand their programming, insert
millions of digital ads, offer HDTV and other digital video
services.  More than five million Terayon cable modems and other
home access solutions have been deployed by cable operators
globally to provide broadband Internet access and VoIP telephony.


TFS ELECTRONIC: Panel Retains FTI Consulting as Financial Advisors
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona gave the
Official Committee of Unsecured Creditors of TFS Electronic
Manufacturing Services, Inc., authority to retain FTI Consulting,
Inc., as its financial advisors.

FTI Consulting will:

   a) assist the Committee in the analysis of substantive
      consolidation of the bankruptcy estates of the Debtor and
      Three Five Systems, Inc.;

   b) assist the Committee in the analysis of equitable
      subordination of the Firm's purported intercompany claim
      against the Debtor;

   c) assist in the review or preparation of information and
      analysis necessary for the confirmation of a plan in this
      chapter 11 proceeding;

   d) assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential transfers;

   e) provide litigation advisory services along with expert
      witness testimony on case-related issues as required by the
      Committee; and

   f) render other general business consulting or other
      assistance as the Committee or its counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in this proceeding.

FTI Consulting will bill the Debtor its professionals' hourly
rates:

          Professional                          Hourly Rate
          ------------                          -----------
          Senior Managing Directors             $450 - $625
          Directors/Managing Directors          $315 - $560
          Associates/Consultants                $195 - $385
          Administration/Paraprofessionals       $95 - $168

Michael A. Tucker at FTI Consulting, assures the Court that the
Firm does not represent any interest adverse to the Debtor or its
estate.

Headquartered in Redmond, Washington, TFS Electronic Manufacturing
Services, Inc., is an electronics manufacturing services facility
that specializes in New Product Introduction services, prototype
Development and low to medium-volume manufacturing.  The Company
filed for chapter 11 protection on August 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).  John R. Clemency, Esq., Koriann M.
Atencio, Esq., and Tajudeen O. Oladiran, Esq., at Greenberg
Traurig LLP, represent the Debtor in its restructuring efforts.
When the Debtor filed for protections from its creditors, it
estimated assets between $1 million to $10 million and estimated
debts between $10 million to $50 million.


TIDEL TECHNOLOGIES: NCR Buys ATM Assets for $10.44 Million
----------------------------------------------------------
NCR Corporation (NYSE: NCR) completed the acquisition of Tidel
Technologies, Inc.'s (Other OTC: ATMS.PK) automated teller machine
assets, as approved by a majority of Tidel's stockholders.

The initial purchase price is $9,940,000, plus a $500,000 holdback
post closing net asset value adjustment.  The Company applied
approximately $8,200,000 of the ATM Sale proceeds towards the
repayment of outstanding indebtedness held by Laurus Master Fund,
Ltd.  On Dec. 28, 2005, a majority of holders of the shares of the
Company's outstanding common stock approved the ATM Sale.

Mike Hudson, previously executive vice president and chief
operating officer of Tidel Engineering, will lead the new NCR
EasyPoint ATM team that includes Tidel's ATM business employees.
Because Tidel will retain its other businesses, NCR will initially
market this product line as Tidel EasyPoint ATM, a solution of
NCR.

"Tidel has a successful product line and an established
distribution focus that fits the retail ATM segment extremely
well," Brad Lozier, vice president of product management for NCR's
Financial Solutions Division said.  "NCR is the established world
leader in providing selfservice ATM solutions.  This acquisition
allows us to combine Tidel's product line with NCR's financial and
global market expertise that will enhance our growth within the
retail and convenience ATM segment.  It is a win for both teams."

The acquisition will allow for the integration of NCR's existing
EasyPoint ATMs with Tidel's 3000 Series product line to deliver
the most effective self-service technology for retail
ATM deployment.  In the United States, NCR will sell Tidel ATM
products using a separate sales organization, capitalizing on
Tidel's established distribution and product strength in the
convenience and retail ATM market segments.  NCR will leverage its
established global leadership to increase the EasyPoint ATM's
product penetration internationally.

                      About NCR Corporation

NCR Corporation (NYSE: NCR) -- http://www.ncr.com/-- is a leading
global technology company helping businesses build stronger
relationships with their customers.  NCR's Teradata(R) data
warehouses and ATMs, retail systems and IT services provide
Relationship Technology(TM)s solutions that maximize the value of
customer interactions and help organizations create a stronger
competitive position.  Based in Dayton, Ohio, NCR employs
approximately 28,500 people worldwide.

                    About Tidel Technologies

Tidel Technologies, Inc. (Other OTC: ATMS.PK) --
http://www.tidel.com/-- manufacturers cash security equipment
designed for specialty retail marketers.

                         *     *     *

                       Going Concern Doubt

Hein & Associates LLP, the firm that audited Tidel Technologies'
financial statements for the year ending Sept. 30, 2004, and 2003,
expressed concern about the Company's ability to continue as a
going concern pointing to the Company's recurring losses.


TYCO INT'L: Splinters into Three Publicly Traded Companies
----------------------------------------------------------
Tyco International Ltd. (NYSE: TYC; BSX: TYC) reported that its
Board of Directors has approved a plan to separate the company's
current portfolio of diverse businesses into three separate,
publicly traded companies:

    1. Tyco Healthcare, one of the world's leading diversified
       healthcare companies;

    2. Tyco Electronics, the world's largest passive electronic
       components manufacturer, and

    3. the combination of Tyco Fire & Security and Engineered
       Products & Services, a global business with leading
       positions in residential and commercial security, fire
       protection and industrial products and services.

The company intends to accomplish the separation through tax-free
stock dividends to Tyco shareholders, after which they will own
100% of the equity in three publicly traded companies.  Each
company will have its own independent Board of Directors and
strong corporate governance standards.  Tyco expects to complete
the transactions during the first quarter of calendar 2007.

According to Tyco Chairman and Chief Executive Officer Ed Breen,
"In the past several years, Tyco has come a long way.  Our balance
sheet and cash flows are strong and many legacy financial and
legal issues have been resolved.  We are fortunate to have a great
mix of businesses with market-leading positions.  After a thorough
review of strategic options with our Board of Directors, we have
determined that separating into three independent companies is the
best approach to enable these businesses to achieve their full
potential.  Healthcare, Electronics and TFS/TEPS will be able to
move faster and more aggressively -- and ultimately create more
value for our shareholders -- by pursuing their own growth
strategies as independent companies."

Tyco's Board of Directors and senior leadership have evaluated a
broad range of strategic alternatives, including continuation of
Tyco's current operating strategy, sales of select businesses, and
separation of only one of the businesses.  The company and Board
concluded that separating into three businesses is the best way to
position these market-leading companies for sustained growth and
value creation.

                         Tyco Healthcare

With 2005 revenue of nearly $10 billion, Tyco Healthcare is one of
the foremost global providers of healthcare products and services.
The company is well-positioned to capitalize on the attractive
dynamics of the healthcare industry and to realize more robust
growth.  Its product portfolio includes advanced surgical
instruments and supplies, respiratory care products, contrast
media and diagnostic imaging products, needles and syringes,
vascular therapies, sutures and wound care products, and generic
pharmaceuticals. Healthcare has more than 40,000 employees.

This proposed separation will create a leading stand-alone
healthcare company, which is expected to benefit from a focused
and independent healthcare culture to help attract top industry
talent and strategic partners, as well as increasing access to
emerging healthcare-related technologies.  This business will
continue to be led by current Tyco Healthcare President Rich
Meelia, who will become the company's Chief Executive Officer.
Chief Operating Officer Kevin Gould and Chief Financial Officer
Chuck Dockendorff will also continue in their current leadership
positions with the company.

                       Tyco Electronics

Tyco Electronics is one of the world's largest suppliers of
electronic components, including connectors, switches, relays,
circuit protection devices, touch screens, magnetics, resistors,
wire and cable, as well as fiber-optic and wireless components and
systems.  Electronics has 88,000 employees worldwide.

As a $12 billion stand-alone enterprise, Tyco Electronics will be
positioned to move quickly and strategically as competition
requires, and will be better able to participate in ongoing
electronics industry consolidation.  The company's Chief Executive
Officer will be Tom Lynch -- current President of Tyco's
Engineered Products & Services segment -- who brings broad
experience in the communications and electronics industries.  Dr.
Juergen Gromer, who has led Tyco Electronics since 1999, will
continue as President, and will also assume additional
responsibilities as Vice Chairman.  Jacki Heisse will continue to
serve as the company's Chief Financial Officer.

        Tyco Fire & Security/Engineered Products & Services

TFS/TEPS will be led by Tyco International Chairman and CEO Ed
Breen as well as Tyco International's Chief Financial Officer,
Chris Coughlin.  TFS/TEPS is an $18 billion world leader in
electronic security solutions for residential, business, and
governmental customers, fire protection and sprinkler systems, and
industrial valves and controls.  With more than 118,000 employees,
TFS/TEPS has a large, stable recurring revenue base and generates
strong cash flow.  Dave Robinson will continue to serve as
President of Tyco Fire & Security.  Naren Gursahaney will succeed
Tom Lynch as President of Engineered Products & Services.

Mr. Breen added, "We believe this separation is a logical next
step in Tyco's evolution and we are absolutely convinced that this
is the right decision for the long-term success of our businesses,
employees and shareholders."

                      Transaction Details

It is anticipated that all three companies will be capitalized to
provide financial flexibility to take advantage of future growth
opportunities.  They are expected to have financial policies,
balance sheets and credit metrics that are commensurate with solid
investment grade credit ratings.  Tyco will continue to follow
financial policies that are consistent with its current credit
ratings until the planned transactions take place.  The company's
existing debt is expected to be allocated among the three
companies or refinanced.  Any existing or potential liabilities
that cannot be associated with a particular entity will be
allocated appropriately to each of the businesses, and a sharing
arrangement among the three companies will be established.

The three entities together are initially expected to pay a
dividend that is equal in sum to the current Tyco dividend.  Until
the planned transactions are completed, Tyco expects to pay its
current quarterly dividend of $0.10 per share.

One-time transaction costs are expected to total approximately
$1.0 billion -- largely for tax and debt refinancing.  Under the
proposed transaction structure, each of the companies is expected
to remain incorporated in Bermuda.

Consummation of the proposed separations is subject to certain
conditions, including:

    * final approval by the Tyco International Board of Directors,

    * receipt of a tax opinion of counsel, and

    * the filing and effectiveness of registration statements with
      the Securities and Exchange Commission.

The separations are also subject to the completion of any
necessary refinancings.  Approval by Tyco International
shareholders is not required.

            First Quarter and Full-Year 2006 Update

Tyco expects first quarter 2006 earnings per share from continuing
operations -- excluding special items -- to be about $0.38 per
share compared to its previous guidance of $0.40 to $0.42 per
share.  Organic growth will be approximately 4 percent for the
quarter, with 7 to 8% organic growth in Electronics and Engineered
Products & Services partially offset by flat organic growth in
Fire & Security and Healthcare.

In Fire & Security, revenue and margins were adversely impacted by
weakness in the commercial security and Worldwide Fire Services
businesses, partially offset by improved performance in
residential security.   In Healthcare, strong growth in revenue
and operating profit in International was offset by revenue and
profit shortfalls in the Imaging and Respiratory businesses,
primarily due to the impact of product recalls and regulatory
compliance issues, as well as capacity limitations in the
Pharmaceuticals business.  The issues in Imaging and Respiratory
have been identified and are in the process of being resolved.
The company expects to have additional pharmaceutical capacity
coming on-line in the second quarter.

For the full year 2006, the company is now expecting EPS from
continuing operations excluding special items to be in the range
of $1.85 to $1.92 per share.  The change from the company's
previous guidance is mostly due to the items in Fire & Security
and Healthcare noted above.  The estimated transaction costs
related to the separations will be treated as special items and
are therefore excluded from this guidance.

The company will release its full first quarter results on
Feb. 2, 2006.

Tyco International Ltd. -- http://www.tyco.com/-- is a global,
diversified company that provides vital products and services to
customers in five business segments: Fire & Security, Electronics,
Healthcare, Engineered Products & Services, and Plastics &
Adhesives.  With 2004 revenue of $40 billion, Tyco employs
approximately 250,000 people worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 6, 2005,
Moody's Investors Service has placed the long-term and short-term
debt ratings of Tyco International Group S.A. (TIGSA), the
principle debt issuer for Tyco International Ltd. and its
consolidated subsidiaries under review for possible upgrade,
acknowledging the company's continued strong cash generation and
accelerated debt reduction initiatives.

Ratings under review for possible upgrade:

Tyco International Group S.A.:

   * Baa3 for senior notes and debentures;

   * shelf registration ratings of (P)Baa3 for senior debt
     securities;

   * (P)Ba1 for subordinated debt securities; and

   * Baa3 senior unsecured debt rating for the $2.5 billion senior
     unsecured bank revolving credit agreements and Prime-3 for
     the short-term debt rating.

These debt obligations and shelf registration are guaranteed by
Tyco International Ltd.

Tyco International Ltd.:

   * Shelf registration ratings of (P)Ba1 for senior debt
     securities;

   * (P)Ba2 for subordinated debt securities; and

   * (P)Ba3 for preferred stock.

Debt securities issued at the Bermuda holding company would be
structurally subordinate to debt securities raised at the TIGSA
level.

Tyco International (US) Inc.:

   * Baa2 for senior unsecured notes and debentures


TYCORP PIZZA: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Tycorp Pizza, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Eastern District
of Virginia, disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property
  B. Personal Property
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims
  E. Creditors Holding                           $1,223,498
     Unsecured Priority Claims
  F. Creditors Holding                          $24,609,974
     Unsecured Nonpriority
     Claims
                                     ---        -----------
     Total                            $0        $25,833,472

Headquartered in Norfolk, Virginia, Tycorp Pizza Inc. is a Pizza
Hut restaurant franchisee.  The Debtor and its affiliates filed
for chapter 11 protection on Nov. 21, 2005 (Bankr. S.D. VA. Case
Nos. 05-77907 through 05-77910).  Kelly Megan Barnhart, Esq., and
Karen M. Crowley, Esq., at Marcus, Santoro & Kozak, P.C. represent
the Debtors in their restructuring efforts.   When the Debtors
filed for protection from its creditors, they estimated assets
between $1 million to $10 million and debts between $10 million to
$50 million.


URBAN HOTELS: U.S. Trustee Appoints 4-Member Creditors' Committee
-----------------------------------------------------------------
The U.S. Trustee for Region 16 appointed four creditors to serve
on the Official Committee of Unsecured Creditors in Urban Hotels,
Inc., dba Lax Plaza Hotel's chapter 11 case:

     1. Bhupendra Mistry
        1753 Cannes Drive
        Thousand Oaks, California 91362
        Tel: 805-297-5017

     2. Guest Supply LLC
        Attn: Michael W. Hall
        P.O. Box 902
        Monmouth Junction, New Jersey 08852
        Tel: 800-448-3787

     3. Hallmark Motors
        Attn: Anoosh Saei
        124 West Beach Avenue
        Inglewood, California 90302
        Tel: 310-259-4668

     4. HBL Security Services, Inc.
        Attn: Carol Lee
        982 S. New Hampshire Ave., #100
        Los Angeles, California 90006
        Tel: 213-388-7111

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

Headquartered in Culver City, California, Urban Hotels Inc.,
operates Lax Plaza Hotel.  The Company filed for chapter 11
protection on Nov. 29, 2005 (Bankr. C.D. Calif. Case No.
05-50140).  M. Jonathan Hayes, Esq., of Woodland Hills,
California, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$23,000,000 in assets and $20,000,000 in debts.


URBAN HOTELS: Panel Wants to Hire Levene Neale as Bankr. Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Urban Hotels,
Inc., dba Lax Plaza Hotel, asks the U.S. Bankruptcy Court for the
Central District of California, Los Angeles Division, for
authority to employ Levene, Neale, Bender, Rankin & Brill, LLP, as
its general bankruptcy counsel.

Levene Neale is expected to:

   a) render legal advice and guidance with respect to the
      Committee's powers, duties, rights and obligations;

   b) review and advise the Committee in regard to the Debtor's
      business affairs;

   c) interface with the Debtor's representatives, the U.S.
      Trustee's office and other parties-in-interest concerning
      all facets of the Chapter 11 case;

   d) assist in the protection of assets of the estate;

   e) prepare, on behalf of the Committee, such petitions,
      applications, motions, complaints, answers, orders, reports,
      memoranda and all other legal documents as may be necessary;
      and

   f) perform such additional legal services as may be necessary
      or appropriate in this chapter 11 case.

Daniel H. Reiss, Esq., a Levene Neale partner, discloses that his
Firm's professionals bill:

        Professional                      Hourly Rate
        ------------                      -----------
        David W. Levene                          $565
        Martin J. Brill                          $565
        David L. Neale                           $495
        Ron Bender                               $495
        Craig M. Rankin                          $495
        Anne E. Wells                            $450
        Daniel H. Reiss                          $450
        Monica Y. Kim                            $450
        David B. Golubchik                       $450
        Beth Ann R. Young                        $450
        Nellwyn W. Voorhies                      $425
        Jacqueline L. Rodriguez                  $365
        Juliet Y. Oh                             $335
        Susan K. Seflin                          $335
        Ovsanna Takvoryan                        $290
        Todd M. Arnold                           $280
        Paraprofessionals                        $175

Mr. Reiss assures the Court that his Firm does not hold any
interest adverse to the Committee.

Headquartered in Culver City, California, Urban Hotels Inc.,
operates Lax Plaza Hotel.  The Company filed for chapter 11
protection on Nov. 29, 2005 (Bankr. C.D. Calif. Case No.
05-50140).  M. Jonathan Hayes, Esq., of Woodland Hills,
California, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$23,000,000 in assets and $20,000,000 in debts.


VARIG S.A.: Deposits $6.7 Million as Payment to Aircraft Lessors
----------------------------------------------------------------
On Dec. 28, 2005, pursuant to a ruling by the Hon. Robert Drain of
the U.S. Bankruptcy Court for the Southern District of New York,
VARIG, S.A., Rio Sul Linhas Aereas S.A., and Nordeste Linhas
Aereas S.A. deposited $6,700,000 as partial payment to amounts
they owed to aircraft lessors in the United States.  The amount
will be divided among 15 lessors.

Agencia Brasil reports that on Jan. 13, 2006, the Foreign Debtors
intend to submit to the U.S. Bankruptcy Court proof of the
payments.

The Foreign Debtors' debt to lessors aggregate $44,000,000.  The
Debtors expect to pay the remaining $19,700,000 by the time of the
next hearing in the U.S. Court.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Nelson Tanure Withdraws Takeover Proposal
-----------------------------------------------------
Docas Investimentos SA's owner and chairman, Nelson Tanure, will
not push through with his plan to take over VARIG S.A.

Mr. Tanure attributes his decision to withdraw his offer to
negative press, Dow Jones Newswires says.

As previously reported, in December 2005, Mr. Tanure made a
$112,000,000 offer for the control of Fundacao Ruben Berta, which
is VARIG's controlling shareholder.  The deal involved the
purchase of a 25% stake in FRB and a loan of a 42%
stake over a 10-year period.

However, certain parties had expressed concern that Mr. Tanure
would take control of VARIG and not assume its debts.  This led
to a series of court actions seeking to block the deal.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Brazilian Court Approves Restructuring Plan
-------------------------------------------------------
On Dec. 28, 2005, Judge Luiz Roberto Ayoub, of The Eighth
Corporate Court of the District of the State Capital of Rio de
Janeiro, found that the restructuring plan of VARIG, S.A., Rio
Sul Linhas Aereas S.A., and Nordeste Linhas Aereas S.A. met the
legal requirements under the New Bankruptcy and Restructuring Law
of Brazil.  Thus, Judge Ayoub stamps his seal of approval on the
Plan.

As previously reported, VARIG's creditors have approved the
Recovery Plan by an enormous margin of acceptance, with no
opposition from Classes I and II.  Judge Ayoub said that this is
enough to make the entire process legitimate.

According to Judge Ayoub, VARIG's tax debt with the Municipality
of Rio de Janeiro is the object of a petition to pay in
installments, which is not yet examined by the administrative
authority and, therefore, the Debtors cannot be held responsible
for the public bureaucracy's inertia.

In considering the public interest revealed by the principle of
preservation of the company and considering the absence of a law
governing the payment of tax debts in installments by companies
undergoing judicial recovery, Judge Ayoub found that it would
make no sense to prevent the possibility of the Debtors'
reorganization due to the lack of a certificate of good tax
standing.

A full-text copy of Judge Ayoub's decision is available for free
at http://bankrupt.com/misc/Dec28BrazilCourtDecision.pdf

                          *     *     *

The creditors will hold a general meeting on January 31, 2006, to
present a detailed proposal for the implementation of the
Recovery Plan.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WEST INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: West Industries, L.L.C.
        P.O. Box 1605
        Great Bend, Kansas 67530

Bankruptcy Case No.: 06-10029

Type of Business: The Debtor processes sweet corn.

Chapter 11 Petition Date: January 13, 2006

Court: District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtor's Counsel: Edward J. Nazar, Esq.
                  Redmond & Nazar, L.L.P.
                  245 North Waco, Suite 402
                  Wichita, Kansas 67202-1117
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610

Total Assets: $1,250,206

Total Debts:  $3,337,336

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sunflower Bank, N.A.          Value of collateral:    $1,436,055
c/o Michael P. Alley          $1,122,000
P.O. Box 380
Salina, KS 67402

Sunrise Staffing                                        $293,255
Services, LLC
322 North Lincoln
Liberal, KS 67901

Grant County Economic                                   $200,000
Development
113 South Main Street
Ulysses, KS 67880

Arthur & Mae Wilkins                                    $186,164

Tri-Rotor Spray & Chemical                              $173,419

Grant County Implement                                  $154,697

J & L Smith Farms, Inc.                                 $124,255

Arthur Wilkens                                          $100,000

Tarence Mayeske                                          $49,000

Pioneer Electric Cooperative,                            $39,295
Inc.

Guthrie Wilkens Trailer Co.                              $39,114

Steve Johnson                                            $37,766

Leon Shapland                                            $36,531

Don Ellis                                                $31,138

Brian Zimmerman                                          $30,573

Waste Disposal, LLC                                      $23,772

Kent Wilkens                                             $20,815

Alltech                                                  $18,333

Virgil Johnson                                           $15,070

Tri-Pak Machinery, Inc.                                  $14,812


WESTLAKE CHEMICAL: Completes Issuance of $250M 6-5/8% Senior Notes
------------------------------------------------------------------
Westlake Chemical Corporation (NYSE: WLK) completed the issuance
of its new 6-5/8% Senior Notes due 2016 in the principal amount of
$250 million.

The company has also issued a redemption notice for the remaining
balance of its 8-3/4% Senior Notes due 2011, in the principal
amount of $67 million, to be redeemed on Feb. 13, 2006, at a
redemption price of 100% plus accrued but unpaid interest and a
make-whole premium.  Also, on Jan. 9, 2006, the company issued a
notice of redemption for $180 million of the 8-3/4% Senior Notes
due 2011, creating a total of $247 million of these notes to be
redeemed, or the entire principal amount currently outstanding.

Further, on Jan. 12, 2006, the company gave notice to the lenders
of its term loan that the company plans to repay on Jan. 18, 2006,
the outstanding principal amount of $9 million.

Albert Chao, Westlake Chemical's Chief Executive Officer and
President, stated, "We are pleased to have taken these steps to
refinance our debt.  Completing this plan will increase our
financial flexibility going forward."

The new senior notes have been issued pursuant to a shelf
registration statement filed with the Securities and Exchange
Commission on May 23, 2005, and declared effective on Dec. 19,
2005.

Westlake Chemical Corporation -- http://www.westlakechemical.com/
-- is a manufacturer and supplier of petrochemicals, polymers and
fabricated products with headquarters in Houston, Texas.  The
company's range of products includes:  ethylene, polyethylene,
styrene, propylene, caustic, VCM, PVC and PVC pipe, windows and
fence.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Standard & Poor's Ratings Services raised its ratings on Westlake
Chemical Corp.

"The upgrade reflects favorable operating prospects over the
intermediate term, and our expectation that management will
continue to adhere to moderate financial policies that will limit
debt in the capital structure," said Standard & Poor's credit
analyst Paul Kurias.

The corporate credit rating was raised to 'BB+' from 'BB' and the
senior unsecured debt rating was raised to 'BB+' from 'BB-'.  The
outlook is stable.

At the same time, S&P assigned a 'BB+' rating to Westlake's
proposed $250 million senior unsecured notes due 2016, the
proceeds of which will be used primarily for refinancing purposes.

The senior unsecured debt ratings are the same as the corporate
credit rating to recognize Westlake's progress toward reducing its
secured debt obligations and the expectation that the secured
revolving credit facility is not likely to be utilized to a
meaningful extent.


YOUNG CHANG: Chapter 15 Petition Summary
----------------------------------------
Petitioner: Ho Seok Lee
            Foreign Representative

Debtor: Young Chang Co. Ltd.
        178-55 Kajwa-Dong Seo-Gu
        Incheon, Republic of Korea 404-714

Case No.: 06-40043

Type of Business: The Debtor is one of the world's largest
                  piano makers with corporate headquarters and
                  main piano manufacturing operations in
                  Inchon, Korea.  Young Chang pianos are sold
                  in more than 45 countries throughout the
                  world.  The company, which has won numerous
                  awards for its manufacturing excellence,
                  manufactures several brands of pianos,
                  including Bergmann, Young Chang, and
                  Pramberger Signature Series.  See
                  http://www.youngchang.com/

Chapter 15 Petition Date: January 13, 2006

Court: Western District of Washington (Tacoma)

Judge: Philip H. Brandt

Petitioner's Counsel: Jason T. Dennett, Esq.
                      Carlson & Dennett, P.S.
                      1601 Fifth Avenue, Suite 2150
                      Seattle, Washington 98101-1619
                      Tel: (206) 621-1158
                      Fax: (206) 621-1151

Total Assets: $50 Million to $100 Million

Total Debts:  $50 Million to $100 Million


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (27)         120       (4)
Accentia Biophar        ABPI         (8)          34      (20)
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       (488)       1,511       69
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)
Emisphere Tech          EMIS         (6)          29        5
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        (177)       1,001     (396)
I2 Technologies         ITWO       (144)         352      112
ICOS Corp               ICOS        (67)         232      141
IMAX Corp               IMAX        (34)         245       30
Immersion Corp.         IMMR        (15)          46       29
Immunomedics Inc.       IMMU         (7)          39       16
Indevus Pharma          IDEV       (115)         113       79
Intermune Inc.          ITMN        (30)         194      109
Investools Inc.         IED         (20)          64      (46)
Kulicke & Soffa         KLIC        (32)         386      186
Level 3 Comm. Inc.      LVLT       (632)       7,580      502
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
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
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Monthly Operating Reports are summarized in every Saturday edition
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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
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re-mailing and photocopying) is strictly prohibited without prior
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not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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