TCR_Public/060119.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 19, 2006, Vol. 10, No. 16

                             Headlines

AAIPHARMA INC: Revises Fin'l. Projections in Disclosure Statement
AHPC HOLDINGS: Plante Moran Replaces Grant Thornton as Accountant
AIR CARGO: Wants Exclusive Plan Filing Period Extended to Jan. 31
AIR DESERT: Case Summary & 6 Largest Unsecured Creditors
AMERICAN MEDIA: S&P Downgrades Subordinated Debt Rating to CCC

ANCHOR GLASS: Court Approves Bracewell as Panel's Local Counsel
ANCHOR GLASS: Wants to Expand Scope of PwC's Work
AOL LATIN: Files Joint Plan of Reorganization & Liquidation
APO HEALTH: Linder & Linder Raises Going Concern Doubt
ASARCO LLC: Wants Until May 8 to Remove Civil Actions

ASARCO LLC: Asks Court to Withdraw Any Established Bar Dates
ASARCO LLC: Wants to Sell Hardshell Mine to Arizona Minerals
AVETA HOLDINGS: S&P Places B- Counterparty Credit Rating on Watch
BENCHMARK ELECTRONICS: Expects 4th Quarter Revenues at $604 Mil.
BENTLY FOUNDATION: Case Summary & 20 Largest Unsecured Creditors

BETHLEHEM STEEL: Court Modifies James Goodman Engagement Agreement
BLUE BEAR: Wants Exclusive Period Stretched to January 20
BLUE BEAR: Wants Access to $310,000 DIP Financing Facility
BRAXTON SAWMILL: Case Summary & 20 Largest Unsecured Creditors
BROWNSTONE INVESTMENTS: Voluntary Chapter 11 Case Summary

CENTRAL PARKING: Sells 3 Lots to Entertainment Dev't. for $21 Mil.
CITIGROUP MORTGAGE: Fitch Affirms B Ratings on B-5 Classes
CONTINENTAL AIRLINES: Incurs $43 Million Net Loss in 4th Quarter
COOPER-STANDARD: S&P Lowers $550 Million Notes' Ratings to B-
CORDOVA FUNDING: Moody's Reviews Bonds' B3 Rating & May Upgrade

CREDIT SUISSE: S&P Raises Class M Certs.' Rating to BB- from B+
CSFB HOME: Moody's Puts Low-B Ratings on Classes B-2 & B-3 Certs.
DATICON INC: Xiotech Inks Agreement to Purchase Daticon Assets
DATICON INC: Case Summary & 20 Largest Unsecured Creditors
DEL LABORATORIES: Moody's Holds Junk Ratings on $175 Mil. Notes

DELTA AIRLINES: Inks Stipulation on Continued Use of 89 Planes
DELTA AIRLINES: Wants to Reject N117DL Aircraft Lease
DELTA AIR: Court Approves Sec. 1110(b) Stipulations for 28 Planes
ENTECH ENVIRONMENTAL: Mendoza Berger Raises Going Concern Doubt
EXOPACK HOLDING: Moody's Rates $235 Mil. Sr. Unsec. Notes at B2

FLYI INC: Courts Okays Payment of Benefits to Terminated Employees
FLYI INC: Committee Wants Giuliani Capital as Financial Advisor
FLYI INC: Court Lets Loudoun Present Sight Draft to Wachovia
FOAMEX INT'L: Committee Objects to Dow Chemical Settlement Pact
GALVEX HOLDINGS: Case Summary & 47 Largest Unsecured Creditors

GESTION-PRIVEE: Chapter 15 Petition Summary
GMAC COMMERCIAL: S&P's Rating on Class H Certs. Tumbles to D
GOLDMAN SACHS: Fitch Rates Classes IB-4 & IB-5 Certs. at Low-Bs
GOODING'S SUPERMARKETS: Hires Lowndes Drosdick as Special Counsel
GUILLERMO RODRIGUEZ: Case Summary & Largest Unsecured Creditor

HAPPY KIDS: Wants Until March 1 to Decide on Three Leases
HARBOR PACIFIC: Case Summary & 3 Largest Unsecured Creditors
HASBRO INC: Promotes Brian Goldner to Chief Operating Officer
INEOS GROUP: Moody's Assigns (P)B2 Rating to EUR3.1 Billion Notes
JAMES MOYLER: Case Summary & 20 Largest Unsecured Creditors

JUNIPER CBO: Fitch Holds Junk Ratings on Five Cert. Classes
KAISER ALUMINUM: Court Okays Amended Salaried Retirees Agreement
KAISER ALUMINUM: Law Debenture Wants Funds Distribution Stayed
LIONEL LLC: Wants Excl. Plan-Filing Period Extended Until July 31
LUCENT TECH: Expects to Report $2.05 Bil. Revenues for First Qtr.

MAGIC 4: Case Summary & 27 Largest Unsecured Creditors
MERRILL LYNCH: Fitch Lifts Class B-5 Certificates' Ratings to BB
MESABA AVIATION: Wants to Walk Away from Pinnacle Aircraft Lease
MESABA AVIATION: Wants to Sell Four Engines to CL Aerospace
MIRANT CORP: Five Affiliates Get Access to $50M DIP Financing

MIRANT CORP: Administrative Claims Bar Date is January 24
MON VIEW: Files Schedules of Assets and Liabilities
MON VIEW: Files List of 20 Largest Unsecured Creditors
MUSICLAND HOLDING: Trustee Sets Organizational Meeting on Jan. 20
NARROWSTEP INC: Posts $1.4 Mil. Net Loss in Fiscal Third Quarter

NAVISTAR INTERNATIONAL: Receives Waiver of Credit Facility Default
NAVISTAR INT'L: Filing Delay Prompts Moody's Negative Outlook
NAVISTAR INT'L: Form 10-K Filing Delay Cues S&P's Negative Review
N C TELECOM: Inks Stipulation Allowing Use of Govt.'s Collateral
NORTHWEST AIR: Court Gives Nod on Port Authority Settlement Deal

NORTHWEST AIR: Says Labor Cost Reductions Vital for Reorganization
NRG ENERGY: Gets Nuclear Regulatory Office OK on Texas Genco Deal
OMEGA HEALTHCARE: Common Stock Dividend Rises by $0.01 Per Share
PACIFIC CROSSING: Emerges from Bankruptcy & Completes Reform
PAYLESS SHOESOURCE: Moody's Affirms Sr. Sub. Notes' B2 Ratings

PITTSBURGH TRANSPORTATION: List of 13 Largest Unsec. Creditors
QUEBECOR MEDIA: Completes Refinancing of $525 Mil. Senior Notes
QUEEN'S SEAPORT: Wants Until Feb. 14 to Decide on Unexpired Leases
RIVER RIDGE: Case Summary & 20 Largest Unsecured Creditors
SAINT VINCENTS: Faces More Malpractice Claims

SAINT VINCENTS: Carrasquillo Agrees to Withdraw Saint Johns Suit
SAINT VINCENTS: Creekridge Wants Debtor to Decide On Lease
SHERIDAN HEALTHCARE: Moody's Puts B1 Rating on $90 Million Debts
STONEBRIDGE HOMES: Case Summary & 6 Largest Unsecured Creditors
SUNNY DELIGHT: Poor Results Cues Moody's to Lower Ratings to B2

SUPERB SOUND: Old National Extends $6.3 Million DIP Loan
TENFOLD CORP: Names Robert P. Hughes as Chief Financial Officer
TERADYNE INC: Earns $224.1 Million in Fourth Quarter of 2005
UAL CORPORATION: Files Second Amended Plan Of Reorganization
UAL CORP: Files Memorandum of Law Supporting Plan Confirmation

UAL CORP: Reaches Consensual Agreement with Panel on Ch. 11 Plan
ULTIMATE ELECTRONICS: Exits Chapter 11 as Liquidating Ultimate
UNIVERSAL COMMS: Auditor Raises Going Concern Doubt
VARIG S.A.: Plans to Place Nine More Aircraft in Operation
WEATHERBY FORD: Case Summary & 20 Largest Unsecured Creditors

WESTON NURSERIES: Court Okays Hinckley Allen as Special Counsel
WESTON NURSERIES: Has Until Feb. 1 to Decide on Unexpired Leases
WINDMILL ENVIRONMENTAL: Case Summary & 21 Largest Unsec. Creditors
WINDSWEPT ENVIRONMENTAL: Prospectus Must be Effective by Feb. 10
WORLDGATE COMMS: Taps Marcum & Kliegman as Independent Accountant

XERIUM TECHNOLOGIES: S&P Affirms Corporate Credit Rating at B+

* Dewey Ballantine Adds Coleman as Co-Chair of White-Collar Group

                             *********

AAIPHARMA INC: Revises Fin'l. Projections in Disclosure Statement
-----------------------------------------------------------------
aaiPharma Inc. and its debtor-affiliates adjusted downward the
projections stated in their First Amended Disclosure Statement to
reflect the actual 2005 results.  

As reported in the Troubled Company Reporter on Dec. 14, 2005, the
U.S. Bankruptcy Court for the District of Delaware approved the
Disclosure Statement explaining the Debtors' First Amended Joint
Plan of Reorganization on Dec. 5, 2005.

Under the Plan:

   -- the holders of the Company's 11.5% senior subordinated notes
      would receive 100% of the equity of the reorganized company,
      subject to dilution;
  
   -- provided that unsecured creditors vote to accept the Plan,
      they will be entitled to their pro-rata share of:

      * 100% of the interests in a litigation limited liability
        company established to prosecute certain of the Company's
        pending litigation; and

      * $4 million in cash, subject to reduction for any amounts
        allocated towards litigation costs of the litigation
        limited liability company; and
  
   -- holders of equity interests would get nothing.

Foreseeing a negative trend in financial performance, the Debtors'
management is currently reviewing the projections for 2006 (and
beyond) contained in the Plan and in the Disclosure Statement to
determine whether or not the forecasts should be revised further.  

The projected revenue and EBITDA in the projections for the years
2007 to 2010 remain unchanged but contain some minor balance sheet
adjustments due to continued analysis of the business.  The
Company points out that:

   (1) The main reason for the revised projections for 2006 to cut
       expected revenues from Xanodyne Pharmaceuticals, Inc.,
       during 2006.  This change can be seen in the Debtors' net
       revenues from U.S. Non-Clinical Operations for 2006, which
       has sliced by approximately $7 million.
  
   (2) Given that projections for 2005 are now outdated, the
       Updated Projections do not include projections for 2005.   
       Nevertheless, the Debtors note that the 2005 Projections
       forecasted revenue for the three operating Development
       Services divisions (U.S. Non-Clinical Operations, U.S.
       Clinical Operations, and Europe Operations) of
       $78.8 million.  In light of actual results through
       November, the Debtors are now projecting $77.1 million in
       revenue for these three divisions.
  
   (3) For the years 2007-2010, the only changes in the Debtors'
       Updated P&L Projections are:

       (a) increased depreciation in 2007 and 2008 stemming from a
           requirement to amortize certain projected intangible
           assets;

       (b) increased interest and other expenses from the Debtors'
           exit financing facility;

       (c) additional line items for Indemnification Reserve
           Expense and Restructuring Severance were added for
           items that were unavailable when the Debtors developed
           the Disclosure Statement projections or not separately
           accounted for; and

       (d) Restructuring Professional Fees have been broken out
           separately from General and Administrative Expenses.  
           None of these changes affect total projected revenue or
           EBITDA for these years.

   (4) The Consolidated Balance Sheet and the Consolidated Pro
       Forma Fresh Start Balance Sheet contain these changes:

       (a) The Company now projects that the outstanding credit
           facility balance as of the Effective Date of the Plan
           will be approximately $17 million.  The $17 million
           balance is derived from the $12.9 million balance per
           the projected Fresh Start Balance Sheet plus additional
           borrowing of $4.1 million related to use of cash from
           operations and capital expenditures during the month of
           January 2006;
  
       (b) "Accumulated Deficit" has been renamed "Retained
           Earnings (Deficit);"
  
       (c) "Other Capital subs" has been renamed "Other Equity;"
  
       (d) Pharma Net Reserves, originally included in "Other
           Assets", are now included as a separate line item; and
  
       (e) With regard specifically to the Fresh Start Balance
           Sheet, this balance sheet is based on a Dec. 31,
           2005 balance.  The actual pre-confirmation balance
           sheet and the related journal entries associated with
           Fresh Start may change.

A full-text copy of the Updated Projections is available for free
at http://ResearchArchives.com/t/s?45d

Headquartered in Wilmington, North Carolina, aaiPharma Inc.
-- http://aaipharma.com/-- provides product development services
to the pharmaceutical industry and sells pharmaceutical products
which primarily target pain management.  AAI operates two
divisions:  AAI Development Services and Pharmaceuticals Division.

The Company and eight of its debtor-affiliates filed for chapter
11 protection on May 10, 2005 (Bankr. D. Del. Case No. 05-11341).
Karen McKinley, Esq., and Mark D. Collins, Esq., at Richards,
Layton & Finger, P.A.; Jenn Hanson, Esq., and Gary L. Kaplan,
Esq., at Fried, Frank, Harris, Shriver & Jacobson LLP; and the
firm of Robinson, Bradshaw & Hinson, P.A., represent the Debtors
in their restructuring efforts.  When the Debtors filed for
bankruptcy, they reported consolidated assets amounting to
$323,323,000 and consolidated debts totaling $446,693,000.


AHPC HOLDINGS: Plante Moran Replaces Grant Thornton as Accountant
-----------------------------------------------------------------
AHPC Holdings, Inc., discloses in a Form 8-K filed with the
Securities and Exchange Commission that on Jan. 6, 2006, it
dismissed Grant Thornton LLP as its independent registered public
accounting firm.

The company says that Grant Thornton's reports on the company's
consolidated financial statements for each of the fiscal years
ended June 30, 2005, and June 30, 2004, did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles,
except that in its reports dated as of Oct. 13, 2005, and Oct. 13,
2004, Grant Thornton expressed substantial doubt that the Company
could continue as a going concern.

The decision to dismiss Grant Thornton and to retain a new
independent registered public accounting firm was approved by the
company's Audit Committee on Jan. 6, 2006.

                      Material Weakness

During the company's two most recent fiscal years and through
Jan. 6, 2006, there were no disagreements with Grant Thornton on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not
resolved to Grant Thornton's satisfaction, would have caused them
to make reference to the subject matter in connection with their
report on the Company's consolidated financial statements for such
years; and there were no reportable events, as listed in Item
304(a)(1)(v) of SEC Regulation S-K, except that in connection with
the filing of the Company's Form 10-K for the fiscal year ending
June 30, 2005 and the filing of the Company's Form 10-Q for the
quarter ending September 30, 2005, Grant Thornton advised the
Company of a material weakness in the Company's disclosure
controls and procedures relating to the lack of formal policies
and procedures related to its financial statement reporting and
regulatory filing process.

The Company has provided Grant Thornton with a copy of the
foregoing disclosures and has requested that Grant Thornton review
such disclosures and provide a letter addressed to the Securities
and Exchange Commission as specified by Item 304(a)(3) of
Regulation S-K.

                      New Accounting Firm

On Jan. 6, 2006, the company's Audit Committee engaged Plante
Moran, LLP as the company's independent registered public
accounting firm.  During the fiscal years ended June 30, 2005 and
June 30, 2004 and the subsequent interim period through Jan. 6,
2006, the company did not consult Plante Moran regarding any of
the matters or events set forth in Item 304(a)(2)(i) and (ii) of
Regulation S-K.

Headquartered in Glendale Heights, AHPC Holdings, Inc. --
http://www.ahpc.com/-- markets disposable medical examination,   
foodservice and retail gloves.  The Company's wholly owned
subsidiary, American Health Products Corporation, supplies branded
and private label disposable gloves to the healthcare,
foodservice, retail and industrial markets nationwide.

                         *     *     *
                      Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 26, 2005,
Grant Thornton LLP expressed substantial doubt about American
Health Products Corporation's ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal years ended June 30, 2005, and 2004.  The auditing firm
points to the Company's recurring losses, including the $1,151,549
net loss incurred for the year ended June 30, 2005.  AHPC
Holdings, Inc., fka WRP Corporation, operates through American
Health Products, its wholly owned subsidiary.


AIR CARGO: Wants Exclusive Plan Filing Period Extended to Jan. 31
-----------------------------------------------------------------
Air Cargo Inc. asks the U.S. Bankruptcy Court for the District of
Maryland to further extend until Jan. 31, 2006, its exclusive
period to file a chapter 11 plan.  The Debtor also wants until
April 4, 2006, to solicit acceptances of that plan.

The Debtor tells the Court that it has entered a crucial stage of
its plan development as the mediation with Air France, the
truckers and other airlines move forward.  The Debtor also relates
that a global settlement has been reached between the Official
Committee of Unsecured Creditors and Silicon Valley Bank.  The
Debtor further says that several versions of a draft plan of
liquidation has already been circulated to key parties and is
currently awaiting comments.

The Debtor says that terminating its exclusive period to file a
chapter 11 plan would have an adverse impact on its ability to
continue to liquidate its assets in an orderly manner and could
possibly undermine the continuing mediation process.

Headquartered in Annapolis, Maryland, Air Cargo, Inc., provided
contract management, freight bill auditing and consolidated
freight invoicing and payment services for wholesale cargo
customers.  The Company filed for chapter 11 protection on
Dec. 7, 2004 (Bankr. D. Md. Case No. 04-37512).  Alan M. Grochal,
Esq., at Tydings & Rosenberg, LLP, represents the Debtor.  When
the Debtor filed for protection from its creditors, it listed
total assets of $16,300,000 and total debts of $17,900,000.


AIR DESERT: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Air Desert Pacific Corporation
        1889 McKinley Avenue
        La Verne, California 91750

Bankruptcy Case No.: 06-10114

Type of Business: The Debtor owns and operates
                  a fleet of aircraft.

Chapter 11 Petition Date: January 17, 2006

Court: Central District of California (Los Angeles)

Judge: Samuel L. Bufford

Debtor's Counsel: Steven R. Fox, Esq.
                  Law Offices of Steven R. Fox
                  17835 Ventura Boulevard, Suite 306
                  Encino, California 91316
                  Tel: (818) 774-3545

Total Assets:   $654,150

Total Debts:  $1,534,919

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wells Fargo                      line of credit         $60,157
P.O. Box 54349
Los Angeles, CA 90054-0349

Bank of America                  Loan                   $42,705
P.O. Box 30750
Los Angeles, CA 90030-0750

Bank of America                  Corporate              $15,604
P.O. Box 60073                   credit card
City of Industry, CA 91716-0073

Aviall Services, Inc.            Prior vendor            $8,155
P.O. Box 671220                  aircraft parts
Dallas, TX 75267-1220

Associated Sales                 Tax Consultants         $2,259
Tax Consultants
9700 Business Park Drive
Suite 300
Sacramento, CA 95827

AOPA Flight Training             Advertising             $1,797
P.O. Box 973
Frederick, MD 21701


AMERICAN MEDIA: S&P Downgrades Subordinated Debt Rating to CCC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Media Operations Inc. to 'B-' from 'B', and the
subordinated debt rating to 'CCC' from 'CCC+'.  The 'B' rating on
the company's senior secured bank loan was affirmed.  The outlook
remains negative.  The Boca Raton, Florida-based magazine and
tabloid newspaper publisher had pro forma debt of $1 billion as of
Sept. 30, 2005.
     
At the same time, American Media's $510 million senior secured
credit facilities were rated 'B', one notch higher than the
corporate credit rating, with a recovery rating of '1', indicating
high expectation for full recovery of principal in the event of a
payment default.  Proceeds will be used to refinance the company's
existing bank credit agreement.

"The action reflects the company's continued erosion of tabloid
circulation and profitability, increased competition in the
celebrity magazine market niche, and rising debt leverage," said
Standard & Poor's credit analyst Hal F. Diamond.
     
Profitability continued to declined in spite of tabloid cover
price increases and as a result of:

   * declining tabloid circulation and market share,
   * new-magazine launch expenses, and
   * increased subscriber acquisition investment.

Newsstand sales of the core National Enquirer publication and the
company's other weekly tabloid titles, accounting for about half
of revenues, dropped 12% in the six months ended Sept. 30, 2005,
under pressure from lower priced publications focusing on
celebrity journalism.  American Media's ability to stem tabloid
circulation declines is doubtful given:

   * its small subscriber base;

   * its aggressive cover price increases; and

   * the long-term circulation decline resulting from:

     -- increased competition from other magazines,
     -- TV and radio programs, and
     -- Web sites targeting celebrity news.
     
The company has made significant investments to redesign Star
magazine, relaunching it nationally as a glossy magazine from a
tabloid newspaper in 2004.  The newsstand cover price was recently
raised to the same price as People and Us Weekly magazines, and
success has been achieved in raising subscription levels and
national advertising, from a very small base.  The increase in
circulation and advertising revenues have begun to offset higher
production costs, though the publication's profitability remains
at levels slightly below those of fiscal 2003.
     
Performance of the company's Weider health and fitness special-
interest magazines has been relatively stable, though these titles
also face increased competition.  American Media has attempted to
broaden its business base by introducing new publications, but
diversifying internally has not yet improved profitability.
     
The company's ability to reduce leverage in the near term is
highly dependent on its operating performance in the seasonally
strong fourth fiscal quarter, ending March 31, 2006.


ANCHOR GLASS: Court Approves Bracewell as Panel's Local Counsel
---------------------------------------------------------------
The Hon. Alexander L. Paskay of the U.S. Bankruptcy Court for the
Middle District of Florida approved the retention of Bracewell &
Giuliani, LLP, as local counsel to the Official Committee of
Unsecured Creditors of Anchor Glass Container Corporation,
effective as of Sept. 29, 2005.

Judge Paskay reserves ruling on the U.S. Trustee's Limited
Objection with respect to approval of the application as of
Aug. 26, 2005.  Judge Paskay says he may consider the issue on the
hearing of the firm's final fee application.

As reported in the Troubled Company Reporter on Oct. 14, 2005,
Bracewell's services to the Creditors Committee will include:

   (a) providing legal advise with respect to the Committee's
       duties and powers in the Debtor's Chapter 11 cases;

   (b) assisting the Committee in its investigation of the
       Debtor's acts, conduct, assets, liabilities and financial
       condition, the disposition of the Debtor's assets, and any
       other matter relevant to the case;

   (c) participating in the formulation of a plan of
       reorganization;

   (d) assisting and advising the Committee in its examination
       and analysis of the conduct of the Debtor's affairs and
       the causes of insolvency;

   (e) assisting and advising the Committee with regard to its
       communications with the general creditor body regarding
       recommendations on any proposed plan of reorganization;

   (f) reviewing and analyzing all applications, orders,
       financial information, budgets, statements of operations
       and schedules and statement of financial affairs filed
       with the Court;

   (g) conferring with the Debtor's management counsel;

   (h) attending the meetings of the Committee; and

   (i) preparing and filing appropriate pleadings on behalf of
       the Committee.

According to the Creditors Committee, Bracewell will take the
lead in investigating and pursuing any claims against Madeleine,
LLC -- which is an insider and affiliate of the Debtor's majority
shareholder Cerberus Capital Management L.P. -- and the Debtor's
noteholders.  The firm will also take the lead in responding to
the Debtor's:

   * requests to pay critical vendors and officer salaries;
   * request to assume the OCI contract;
   * request to hire and pay ordinary course professionals; and
   * applications to employ professionals.

Moreover, Bracewell will lead in the general communications with
the Creditors Committee.

Bracewell will be paid for its legal services on an hourly basis
in accordance with the firm's customary rates:

               Professional            Hourly Rates
               ------------            ------------
               Partners                 $395 - $600
               Associates               $175 - $395
               Paralegals                $75 - $175

The attorneys that will primarily represent the Committee in the
Debtor's case and their billing rates are:

            Name                          Hourly Rates
            ----                          ------------
            Marcy E. Kurtz, Esq.                  $450
            Samuel M. Stricklin, Esq.             $435
            William A. Wood III, Esq.             $435
            Christopher Adams, Esq.               $300
            Stephanie S. Rosenberg, Esq.          $255
            Gary W. Wright, Esq.                  $175
            Toni Silva, paralegal                 $150

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: Wants to Expand Scope of PwC's Work
-------------------------------------------------
The U.S Bankruptcy Court for the Middle District of Florida
approved Anchor Glass Container Corporation's application to
employ PricewaterhouseCoopers LLP as its auditors.

As reported in the Troubled Company Reporter on Nov. 15, 2005, PwC
will provide auditing services and additional accounting advisory
services, at the Debtor' request.

Specifically, PwC will:

   (a) audit the financial statements of the Debtor and advise
       and assist in the preparation and filing of financial
       statements and disclosure documents required by the
       Securities and Exchange Commission;

   (b) review unaudited quarterly financial statements of the
       Debtor; and

   (c) perform other related accounting services for the Debtor
       as may be necessary or desirable.

The Debtor will pay PwC on an hourly basis and reimburse the firm
for its actual and necessary expenses.  The customary hourly
rates of the firm's personnel are:

      Professional                  Hourly Rates
      ------------                  ------------
      National                          $660
      Partner                           $590
      Senior Manager                    $355
      Manager                           $265
      Senior Associate                  $185
      Associate                         $140

           Debtor Seeks to Expand PwC Responsibilities

According to Robert A. Soriano, Esq., at Carlton Fields PA, in
Tampa, Florida, as the Debtor began preparing its proposed plan
of reorganization and disclosure statement, it realized that it
needed PwC's services to assist it in evaluating and describing
tax consequences of its Plan.

Accordingly, the Debtor asks the Court to authorize PwC to render
expanded professional services.

Specifically, PwC will assist the Debtor and its financial
advisors to determine the tax consequences of various debt
restructuring alternatives on tax operating losses to be brought
forward and the impact of those taxes on future financial
performance of the Debtor after the proposed debt restructuring.

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)


AOL LATIN: Files Joint Plan of Reorganization & Liquidation
-----------------------------------------------------------
America Online Latin America, Inc., and its debtor-affiliates
unveiled to the U.S. Bankruptcy Court for the District of Delaware
their Disclosure Statement explaining their Joint Plan of
Reorganization and Liquidation.  

                      Overview of the Plan

The proposed Plan pays in full all unaffiliated general unsecured
creditors who vote to accept the Plan and do not opt out of a
general release.  The Plan provides no distribution for equity
interests.

Other salient terms of the Plan include:

    (i) America Online Latin will be converted to a limited
        liability company and continue to exist as America Online
        Latin America, Inc., LLC,

   (ii) AOL Latin America Management LLC, AOL Puerto Rico
        Management Services, Inc., and America Online Caribbean
        Basin, Inc., will be dissolved on the Effective Date, and

  (iii) a Liquidating LLC will be established and will hold
        Reorganized America Online Latin America, Inc., LLC, and
        certain of the Debtors' remaining assets.

                       Treatment of Claims

Under the Plan, Priority Claims will be paid in full and in cash,
equal to the amount of the allowed claims.

Holders of Secured Claims will receive either:

    (1) the return of assets on which the holder of such claim has
        a senior perfected and indefeasible lien or security
        interest, or

    (2) proceeds from the sale of the assets on which the holder
        of such claim has a senior perfected and indefeasible lien
        or security interest.

Holders of TW Party Claims will receive:

    (a) certain assets related to AOL Puerto Rico valued at $15
        million, and

    (b) either of these two treatments at the election of the
        Debtors:

         * LLC Option: The TW Parties will receive all the
           membership interests in the Liquidating LLC other than
           the interests that will go to general unsecured
           creditors, or

         * Cash Option: The TW Parties will receive all the
           membership interests in the Liquidating LLC. Cash will
           be set aside in a separate fund for general unsecured
           creditors.

Time Warner will turn over to the Cisneros Group Parties 40% of
their membership interest in the Liquidating LLC, subject to an
adjustment based on:

    (a) the value of AOL Puerto Rico assets transferred to the TW
        parties,

    (b) the value of certain general unsecured claims of AOL, and

    (c) payment of all general unsecured creditors.

General Unsecured Creditors will receive one of the two treatments
at the election of the Debtors:

    (1) LLC Option: General Unsecured Creditors will receive
        interest in the Liquidating LLC on the effective date
        entitling them to receive their ratable share of available
        cash in future distributions, or

    (2) Cash Option: Cash will be set aside in a separate fund on
        the effective date and general unsecured creditors will
        receive their ratable share of cash from the fund.

The Debtors tell the Court that their election of either option
will have no impact on the recovery of general unsecured
creditors.

Series C Redeemable Convertible Preferred Stock of America Online
Latin America, Inc. will be cancelled.  On the Effective Date,
Time Warner or the LLC Agents turn over to each of the Cisnero
Group parties on an equal basis, the Series C Beneficial
Interests.

Subordinated Claims will be discharged and holders of those claims
will receive nothing under the plan.

The Court will convene a hearing at 3:00 p.m. on Feb. 23, 2006, to
consider the adequacy of information contained in the Debtors'
Disclosure Statement explaining its Plan of Reorganization.

Headquartered in Fort Lauderdale, Florida, America Online Latin
America, Inc. -- http://www.aola.com/-- offers AOL-branded        
Internet service in Argentina, Brazil, Mexico, and Puerto Rico, as
well as localized content and online shopping over its proprietary
network.  Principal shareholders in AOLA are Cisneros Group, one
of Latin America's largest media firms, Brazil's Banco Itau, and
Time Warner, through America Online.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 24, 2005
(Bankr. D. Del. Case No. 05-11778).  Pauline K. Morgan, Esq., and
Edmon L. Morton, Esq., at Young Conaway Stargatt & Taylor, LLP and
Douglas P. Bartner, Esq., at Shearman & Sterling LLP represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$28,500,000 and total debts of $181,774,000.


APO HEALTH: Linder & Linder Raises Going Concern Doubt
------------------------------------------------------
Linder & Linder CPAs expressed substantial doubt about APO Health,
Inc.'s ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended
Sept. 30, 2005 and 2004.  

In its audit report submitted to the Company's stockholders on
Dec. 2, 2005, the auditing firm pointed to APO Health':

     a) substantial losses over the past three fiscal years caused
        by adverse economic conditions that have limited the
        Company's ability to market its products at amounts
        sufficient to recover its operation and administrative
        costs;

     b) violation of working capital and tangible net worth
        covenants in its lending agreement, rendering its
        obligations to the factor callable.  The Company has
        pledged all of its assets as collateral for the
        obligations; and
    
     c) involvement as a defendant in several lawsuits alleging
        the sale of counterfeit products and the receipt of a
        deemed preferential distribution in a bankruptcy
        proceeding.

The auditing firm can be reached at:

        Linder & Linder CPAs
        8 Chatham Pl
        Dix Hills, NY 11746
        Phone: 631-462-1213

                    Fiscal Year 2005 Results

APO Health incurred a $663,837 net loss for the fiscal year ended
Sept. 30, 2005, in contrast to a $1,048,828 net loss in the fiscal
year ended Sept. 30, 2004.

The company reported $15,014,295 of revenue for fiscal year 2005,
compared with $35,918,887 of revenue in the prior year.  The
Company attributes the 58.2%, or $20,904,592, revenue decrease in
fiscal year 2005 to:

     a) loss of revenue from customers involved in the lawsuits
        with Proctor & Gamble  Company and Alcoa.  These
        companies, which had contributed $4,238,273 to the 2004
        revenue stream, stopped buying products from the company.  
   
     b) a decision to reduce imports from both Canada and Europe
        because of the decrease in value of the U.S. Dollar
        against the Canadian dollar,  British pound and the Euro.
        The decrease in revenue from customers that had
        previously purchased these products from the Company
        was $14,955,667 for the year ended Sept. 30, 2005.

At Sept. 30, 2005, APO Health's balance sheet showed $1,360,620 in
total assets and liabilities of $1,497,191, resulting in a
stockholder's deficit of $136,571.  The Company reported a
$146,062 working capital deficit as of Sept. 30, 2005.

             Credit Facility Covenant Violations

APO Health is in violation of the tangible net worth covenant of
its credit facility with Rosenthal & Rosenthal, Inc.  The Company
had a $500,000 credit facility with Rosenthal at Sept. 30, 2005,
of which $457,369 was outstanding.  

The credit facility is collateralized by substantially all of the
Company's assets and Dr. Jan Stahl, the Company's CEO, personally
guarantees $500,000 of the facility.

                  Proctor & Gamble Lawsuit

Additionally, APO Health is a defendant in two lawsuits commenced
by The Proctor & Gamble Company and Alcoa, Inc., based on the sale
of products of those two companies.  The Company maintains it
didn't know the products were counterfeit.

Based in Oceanside, New York, APO Health, Inc. --
http://www.apohealth.com/-- through its subsidiaries, operates as  
a distributor and supplier of disposable medical, dental, and
veterinary supplies; health and beauty aids; and pharmaceuticals.
These products include medical and dental disposable items, such
as syringes, gauze, gowns, facemasks, and instruments.  The
company sells its products directly, through mail order, and
through independent sales representatives in the United States,
principally on the East Coast.


ASARCO LLC: Wants Until May 8 to Remove Civil Actions
-----------------------------------------------------
ASARCO LLC asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to further extend the deadline
within which it may remove civil actions, through and including
May 8, 2006.

The Debtors need additional time to review certain lawsuits to
determine whether removal of the various cases is in the best
interest of the bankruptcy estate, Jack L. Kinzie, Esq., at Baker
Botts LLP, in Dallas, Texas, asserts.

The Debtors are parties in numerous lawsuits in various state and
federal courts.  The issues involved in many of these lawsuits
are complex and many require individual analysis of each case.  

An extension of the deadline would aid the efficient and
economical administration of the estates, Mr. Kinzie maintains.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Asks Court to Withdraw Any Established Bar Dates
------------------------------------------------------------
In August 2005, the Clerk of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi established Dec. 13,
2005, as the date by which entities other than governmental units
were required to file proofs of claim for prepetition claims
against ASARCO LLC.

In October 2005, the City of El Paso sought and obtained Court
approval withdrawing the December 13 Bar Date.  However, the
Court Order addressed only the General Bar Date, and not the bar
date for governmental units.

A bar for governmental units is established by operation of Rule
3002(c) of the Federal Rules of Bankruptcy Procedure, which
states, in pertinent part, that:

   "A proof of claim filed by a governmental unit . . . is timely
    filed if it is filed not later than 180 days after the date
    of the order for relief."

Because the Court did not specifically address the bar date for
governmental units, some entities were under the impression that
they are required to file a proof of claim no later than
Feb. 7, 2006, or risk having their claim disallowed as
untimely.

Against this backdrop, the Debtors ask the Court to:

   (a) withdraw any bar date that have been established either
       through a clerk-generated notice, by operation of rule or
       law, or by a prior Court order; and

   (b) extend the time for entities, including governmental
       units, to file proofs of claim.

Eric A. Soderlund, Esq., at Baker Botts LLP, in Dallas, Texas,
asserts that an extension of the Bar Date will:

   -- benefit the Debtors' estates by obviating the need for
      multiple notices, thereby reducing costs and burdens of
      estate administration; and

   -- allow the Debtors more time to draft a request and order
      providing for the orderly administration of claims.

"No creditors will be harmed by the withdrawal of bar dates or
the extension of time for creditors to file timely proofs of
claim," Mr. Soderlund assures Judge Schmidt.  "The Debtors are
taking extra care to ensure that they provide sufficient notice
to all of their environmental creditors."

The Debtors are currently drafting a request to establish a
general bar date for most entities, as well as other bar dates to
address special circumstances of certain entities, Mr. Soderlund
tells the Court.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants to Sell Hardshell Mine to Arizona Minerals
------------------------------------------------------------
James R. Prince, Esq., at Baker Botts LLP, in Dallas, Texas,
relates that ASARCO LLC owns certain patented and unpatented lode
mining claims -- the Hardshell Mine Property -- located at the
Harshaw Mining District, in Santa Cruz County, Arizona:

The Patented Claims total 135 acres:

       Claim Name                  Patent No.
       ----------                  ----------
       Camden Mine                  1211192
       Camden No. 2                 1211192
       Hardshell No. 1              1211192
       Hardshell No. 15             1211192
       Hermosa                        10278
       Salvador                       10614
       Bluff                          10279
       Alta                            8635

The Unpatented Claims total 486 acres:

       Claim Name                  Serial No.
       ----------                  ---------
       Shell 1-20                  51409-51428
       Shell 44-49                 51452-51457

Before the bankruptcy filing, five companies interested in
acquiring silver properties approached ASARCO.  Among the
companies, ASARCO determined that Arizona Minerals, Inc.,
submitted the best offer for the Property.

Accordingly, ASARCO seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to sell the
Hardshell Mine Property to Arizona Minerals, free and clear of
liens, claims encumbrances and interests.

Pursuant to Purchase Agreement for the sale of the Hardshell Mine
Property, Arizona Minerals will:

   * deliver a $250,000 initial payment to the escrow agent,
     Lawyers Title Agency of Arizona;

   * pay ASARCO $3,750,000, for the Property; and

   * execute a $4,500,000 promissory note on the Closing Date,
     which will be secured by a lien on the Property as evidenced
     by a deed of trust.

The Purchase Agreement also calls for ASARCO to represent and
warrant that, to the best of its actual knowledge, the Hardshell
Mine Property is in compliance with all laws and regulations
relating to the protection of the environment as existing as of
the date of the Agreement.

Except for the Environmental Warranty, the Property is being sold
"as is" with limited representations and warranties relating to
organization, authority, title, and that no impediments, actions
or other agreements would prohibit the transfer of the Property.

The Environmental Warranty only survives for a period of one year
after the Closing Date.

ASARCO's liability for breach of the Environmental Warranty is
limited to $500,000.  Any claim for that breach must be in
writing and for a violation issued by a federal or state
governmental agency for a violation of federal or state rules or
regulations within the Survival Period for an environmental
condition of the Property that was in existence at the closing.

A full-text copy of the Purchase Agreement is available for free
at http://bankrupt.com/misc/HardshellMine_PurchaseAgreement.pdf

ASARCO will subject Arizona Minerals' offer to competitive
bidding to maximize the value of the property.  ASARCO will
accept competing offers for the Hardshell Mine Property pursuant
to Court-approved bidding procedures.  Interested parties may
submit bids until Jan. 27, 2006.

Competing Offers must be accompanied by a good faith deposit of
$250,000, to be transferred by wire to Land America Financial
Group, Inc., and held in an escrow account.  Competing Offers
must also provide consideration to ASARCO's bankruptcy estate of
at least $300,000 greater than the purchase price set in the
Arizona Minerals Agreement.

If one or more Competing Bid is received, ASARCO will conduct an
auction on Jan. 31, 2006.

If the successful bidder fails to consummate the sale for any
reason, ASARCO is entitled to select the next highest bidder to
be the Successful Bidder.

If ASARCO accepts an offer from another bidder, ASARCO will
pay Arizona Minerals a $250,000 break-up fee, which includes
reimbursement of Arizona Minerals' out-of-pocket expenses.

The Court will consider the Proposed Asset Sale on Feb. 3, 2006,
at 10:00 a.m.

                          ADEQ Objects

Mr. Stephen A. Owens, director of the Arizona Department of
Environmental Quality, argues that substantial reason exist to
slow down the approval process of ASARCO's request to enable a
thorough and reasonable investigation of the sale, the history
and viability of Arizona Minerals, and most especially,
environmental concerns and remediation obligations.

Mr. Owens explains that the mines proposed to be sold are at
approximately 5,000 feet of altitude, in the Hardshell Gulch in
the remote Patagonia Mountains, near the Mexican border and 200
miles from ADEQ's headquarters in Phoenix, Arizona.

The Hardshell, Hermosa and Alta Mines have been given EPA ID Nos.
AZ0000308262, AZ0000308270 and AZ0000308221, and are listed as
Archived Sites.

The Hardshell Mine was worked from about 1896 through 1964 and
produced 35,000 tons of ore, with 6% lead, 8 ounces of silver per
ton, 0.5% copper and minor zinc and gold, and 1,000 tons of
manganese ore, Mr. Owens relates.

Environmental concerns include acid mine drainage, storm water
runoff and eroded mine tailings, Mr. Owens notes.

Mr. Owens contends that the Proposed Asset Sale does not meet the
requirements in Section 363(f) of the Bankruptcy Code because:

   -- applicable Arizona law does not allow for the sale free and
      clear of the State's environment concerns;

   -- the State of Arizona has not consented;

   -- the State's interests are not a lien or security interest;

   -- the State's environmental interests are not in bona fide
      dispute; and

   -- the State cannot be compelled to accept financial
      satisfaction of its environmental interests.

An initial search of Arizona Minerals also provided little or no
information and demonstrated no operating or financial history,
Mr. Owens says.

For these reasons, ADEQ asks the Court to:

   (1) deny ASARCO's Proposed Asset Sale and any future sale,
       which attempts to avoid environmental obligations of
       Arizona;

   (2) set an auction no earlier than April 6, 2006, to provide
       ample time for proper investigations; and

   (3) direct ASARCO to adequately market the 621 acres to
       maximize sale proceeds and provide all financial and
       relationship information regarding Arizona Minerals.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors,it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered with
its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation. (ASARCO Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000).


AVETA HOLDINGS: S&P Places B- Counterparty Credit Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' counterparty
credit rating on Aveta Holdings LLC on CreditWatch with positive
implications.
      
"The rating was placed on CreditWatch positive in connection with
the company's recently completed offering of common equity shares
via a 144A private placement arrangement," explained Standard &
Poor's credit analyst Joseph Marinucci.  "The offering included
registration rights, and Standard & Poor's expects the company to
file an S-1 by the end of March 2006."

Concurrent with the offering, Aveta Holdings LLC incorporated and
changed its name to Aveta Inc.
    
Aveta raised $337.5 million overall and most of the proceeds were
used to strengthen the company's balance sheet by reducing
outstanding debt ($165 million) and enhancing holding company
liquidity.  However, a portion of the offering ($125 million)
benefited pre-existing shareowners only (secondary offering) and
accordingly did not favorably impact Aveta's balance sheet.  Pro
forma capitalization for year-end 2005 is expected to be 85% and
2.5x, respectively.  In addition, Standard & Poor's expects Aveta
to meet or exceed our membership and adjusted pro forma earnings
targets (a 6%-7% ROR) in 2005.
     
Standard & Poor's intends to meet with Aveta's management within
30 days to review 2005 financial results and further discuss its
prospective capital and strategic plans.  Following the review,
the ratings could be raised by as a much as two notches to 'B+'
and the outlook could be revised to positive.


BENCHMARK ELECTRONICS: Expects 4th Quarter Revenues at $604 Mil.
----------------------------------------------------------------
Benchmark Electronics, Inc. (NYSE: BHE) expects to meet or exceed
fourth quarter 2005 analysts' consensus of $604 million revenues
and earnings per share of $0.52.

The Company is currently finalizing its financial closing for the
fourth quarter ended Dec. 31, 2005.  Results for the fourth
quarter will be disclosed on Feb. 7, 2006.  A conference call
hosted by Benchmark management will be held at 10:00 am (Central
time) on Feb. 7, 2006, to discuss the financial results of the
Company and its future outlook.  This call will be broadcast via
the Internet and may be accessed by logging on to the Company's
website at http://www.bench.com/

Benchmark Electronics, Inc. -- http://www.bench.com/--  
manufactures electronics and provides its services to original
equipment manufacturers of computers and related products for
business enterprises, medical devices, industrial control
equipment, testing and instrumentation products, and
telecommunication equipment.  Benchmark's global operations
include facilities in eight countries. Benchmark's Common Shares
trade on the New York Stock Exchange under the symbol BHE.

                         *     *     *

As reported in the Troubled Company Reporter on July 24, 2003,
Standard & Poor's Ratings Services raised its corporate credit and
senior secured debt ratings on Benchmark Electronics Inc. to 'BB-'
from 'B+' and its subordinated debt rating to 'B' from 'B-'.
The outlook is stable.


BENTLY FOUNDATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: The Bently Foundation
        41743 Enterprise Circle North, Suite 106
        Temecula, California 92590

Bankruptcy Case No.: 06-10065

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Q T Property LLC                           06-10068

Type of Business: The Debtors are affiliates of Newport Bradley
                  Properties Inc., which filed for chapter 11
                  protection on Nov. 14, 2005 (Bankr. C.D. Calif.
                  Case No. 05-50067).

Chapter 11 Petition Date: January 12, 2006

Court: Central District Of California (Riverside)

Judge: Peter Carroll

Debtors' Counsel: Robert B. Rosenstein, Esq.
                  Rosenstein & Hitzeman, AAPLC
                  28605 Mercedes Street
                  Temecula, California 92590
                  Tel: (951)-296-3888
                  Fax: (951) 296-3889

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A.  The Bently Foundation's 10 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Ronald Emshoff                             $850,000
   c/o Kenneth G. Bernard, Esq.
   3991 MacArthur Boulevard, Suite 350
   Newport Beach, CA 92660

   Richard Kane                               $323,100
   c/o County Records Research
   4952 Warner Avenue, Suite 105
   Huntington Beach, CA 92649

   La Jolla Loans                              $55,017
   11975 El Camino Real, Suite 205
   San Diego, CA 92130

   Golden State Mortgage                            $0
   Pacific Rim Trust Deed Services
   P.O. Box 1685
   San Bernardino, CA 92402

   Employment Development Department           Unknown
   Bankruptcy Group MIC 92E
   P.O. Box 826880
   Sacramento, CA 94280-0001

   Franchise Tax Board                         Unknown
   Attn: Bankruptcy
   P.O. Box 2952
   Sacramento, CA 95812-2952

   Internal Revenue Service                    Unknown
   Insolvency Group 1
   290 North "D" Street
   San Bernardino, CA 92401-1734

   J. Rizzo's Construction                     Unknown
   30830 Stern Drive
   Menifee, CA 92584

   Richard Schoffstall, et al.                 Unknown
   19131 Highway 18, Suite 18
   Apple Valley, CA 92307

   Riverside County Treasurer                  Unknown
   Tax Collector
   1080 Lemon Street
   Riverside, CA 92502

B.  Q T Property LLC's 8 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Daniel Hernandez                            Unknown
   c/o Michael Dawe, Esq.
   2122 North Broadway, Suite 200
   Santa Ana, CA 92706

   Employment Development Department           Unknown
   Bankruptcy Group MIC 92E
   P.O. Box 826880
   Sacramento, CA 94280-0001

   Franchise Tax Board                         Unknown
   Attn: Bankruptcy
   P.O. Box 2952
   Sacramento, CA 95812-2952

   Internal Revenue Service                    Unknown
   Insolvency Group 1
   290 North "D" Street
   San Bernardino, CA 92401-1734

   Richard Kane                                Unknown
   c/o County Records Research
   4952 Warner Avenue, Suite 105
   Huntington Beach, CA 92649

   Richard Schoffstall, et al.                 Unknown
   19131 Highway 18, Suite 18
   Apple Valley, CA 92307

   Riverside County Treasurer                  Unknown
   Tax Collector
   1080 Lemon Street
   Riverside, CA 92502

   The Cambridge Foundation                    Unknown
   c/o William Tully
   8590 Malven #213
   Rancho Cucamonga, CA 91730


BETHLEHEM STEEL: Court Modifies James Goodman Engagement Agreement
------------------------------------------------------------------
The Bethlehem Steel Corporation Liquidating Trust asks the U.S.
Bankruptcy Court for the Southern District of New York to modify
the terms of a letter agreement dated Dec. 22, 2003, confirming
the Hon. James A. Goodman's engagement as Trustee for the Trust
pursuant to the Debtors' Plan of Liquidation and the related
Liquidating Trust Agreement.

Specifically, the Liquidating Trust asks the Court to amend
provisions in the Engagement Agreement relating to:

    -- the minimum monthly compensation to which the Trustee is
       entitled; and

    -- the payment of a bonus to the Trustee from recoveries on
       the Avoidance Actions.

The Engagement Agreement, entered by and among Bethlehem Steel and
its affiliated Debtors, the Official Committee of Unsecured
Creditors and Mr. Goodman, sets forth the Trustee's powers and
authority.

Pursuant to the Liquidating Trust Agreement, the compensation of
the Trustee may be modified by the Trust Advisory Board with the
agreement of the Trustee, Franklin Ciaccio, Esq., at King &
Spalding LLP, in New York, notes.

On Dec. 8, 2005, Mr. Ciaccio relates, the members of the
Trust Advisory Board unanimously agreed to modify the terms of the
Trustee's compensation.  Although the Court's approval is not
required for the modification, the Trust seeks the Court's
approval out of an abundance of caution.

                    Minimum Monthly Compensation

The Plan provides that the Trust will remain in existence for a
period of five years from the Effective Date, unless the purposes
for which the Trust was established are discharged by an earlier
date or, alternatively, the Court determines to extend its
operation.

Under the Engagement Agreement, the Trustee will be compensated\
at $600 per hour, adjusted annually upward or downward to reflect
the prevailing rate that liquidating trustees charge for similar
engagements, plus reimbursement of all reasonable out-of-pocket
expenses.  The Hourly Compensation of the Trustee is subject to a
minimum $25,000 per month during calendar 2004, and a minimum
$15,000 per month during calendar 2005.  Subsequently, the Trustee
is not entitled to the Minimum Monthly Compensation, but
presumably is entitled to the Hourly Compensation at the rate in
effect at that time.

According to Mr. Ciaccio, during the calendar years 2004 and
2005, the Trustee received, on average, $25,000 monthly
compensation, whether based on the Minimum Monthly Compensation or
the Hourly Compensation.  The Trustee maintained daily records of
his time and charges as reflected in monthly invoices he submits
to counsel to the Liquidating Trust for its review and approval,
and the subsequent review and payment by the Trust's accountants.

"The approval and payment procedure utilized by the Trust, with
respect to the monthly fees and expenses of the Trustee, has
proven cumbersome and inefficient," Mr. Ciaccio says.

To mitigate the time consuming burden of the established approval
procedure and provide to the Trustee an appropriate level of
compensation, the Liquidating Trust wants to establish a fixed
level of compensation for the Trustee for calendar years 2006 and
2007.  The Trust anticipates increased activity in connection with
the prosecution of the Avoidance Actions from which larger amounts
of recoveries are projected.

Accordingly, the Liquidating Trust proposes to amend the
Engagement Agreement to provide a fixed level of compensation for
the Trustee, for $25,000 per month during each of calendar years
2006 and 2007, plus reimbursement of all reasonable out-of-pocket
expenses, including attorneys' fees.

                 Avoidance Action Recovery Bonus

The Engagement Agreement provides that the Trustee will receive,
as Bonus, 2% of the aggregate distributions made to the
beneficiaries of the Liquidating Trust from recoveries on the
Avoidance Actions, net of legal fees and expenses.  The Bonus will
be payable to the Trustee simultaneously with the distributions
made to the beneficiaries of the Trust.

As of Dec. 27, 2005, the Trustee decided to limit distributions by
the Liquidating Trust to those shares of common stock of
International Steel Group, Inc., as well as to the proceeds from
the sale by the Trust of additional ISG Shares.  Despite the
distributions which total more than $22,900,000 since its
inception on Dec. 31, 2003, the Trustee has not received any Bonus
during that time since all the distributions were comprised either
of ISG Shares in kind or proceeds from their sale.

"It is inequitable for the Trustee not to receive a Bonus when,
through its efforts, proceeds from the prosecution of Avoidance
Actions have been recovered," Mr. Ciaccio argues.

The Trustee, in its discretion, has elected to make initial
distributions to the beneficiaries of the Liquidating Trust from
sources other than the proceeds of the Avoidance Actions.  This
determination was made to conserve funds of the Trust and
eliminate inefficient costs associated with successive minimal
distributions to the Trust beneficiaries.

Accordingly, the Liquidating Trust wants to amend the Engagement
Agreement to provide that the Trustee will receive a bonus equal
to 2% of aggregate recoveries on Avoidance Actions, net of legal
fees and expenses, payable to the Trustee, within its discretion,
either on a quarterly or an annual basis plus reimbursement of all
reasonable-out-of-pocket expenses.

                           *     *     *

Judge Lifland granted the Debtors' application for a period of six
months, subject to further review before the expiration of six
months.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was the second-   
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  When the Debtors filed for protection from their
creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities.  Bethlehem obtained confirmation of
a chapter 11 plan on Oct. 22, 2003, which took effect on Dec.
31, 2003. (Bethlehem Bankruptcy News, Issue No. 60; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BLUE BEAR: Wants Exclusive Period Stretched to January 20
---------------------------------------------------------
Blue Bear Funding, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado for an extension of its time to file and
solicit acceptances of a chapter 11 plan.  The Debtor wants until
Jan. 20, 2006, to file a plan and until March 23, 2006, to solicit
acceptances of that plan.

Since the Debtor and the Creditors' Committee intend to jointly
present the plan, the Debtor believes that its coordination
between the parties needs more time in order to present creditors
with an accurate and comprehensive plan.

Moreover, the extension will allow the Debtor to focus on the
management of its business to enhance the success of its
reorganization without the need to contest competing plans of
reorganization.

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring  
services. The Company filed for chapter 11 protection on Aug. 22,
2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A. White, Esq.,
and Douglas W. Jessop, Esq., at Jessop & Company, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor
filed for protection from its creditors, it estimated it had
$1 million to $10 million in assets and liabilities of $10 million
to $50 million.


BLUE BEAR: Wants Access to $310,000 DIP Financing Facility
----------------------------------------------------------
Blue Bear Funding, LLC, asks the U.S. Bankruptcy Court for the
District of Colorado for authority to incur additional $350,000
postpetition secured financing.

The Debtor previously has three sources of funds:

   * fees generated from its business;
   * Independent Factoring Companies proceeds; and
   * proceeds from Ernest Gonzales loan.

Robert D. Clayton and Joyce A. Clayton have agreed to loan the
Debtor up to $310,000 on secured basis.  That loan will:

   a) be advanced,

   b) accrue interest at the rate of 8.5% per annum,

   c) require equal monthly payments of interest only, and

   d) have a one-year maturity date from the date the note is
      executed.

The Clayton loan will be used only to purchase client accounts and
not for other operating expenses.  All loan proceeds will be
segregated by Debtor in a separate bank account and will not be
combined with any other funds.

In addition, the loan will instill a sense of confidence in the
Debtor's clients, the paricipating IFC's, the investors, other
creditors and employees, and substantially contribute to the
success of the Debtor's chapter 11 plan.

The Claytons hold a first lien and security interest in those
client accounts which are purchased by the Debtor using the
Clayton loan's proceeds.

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring  
services. The Company filed for chapter 11 protection on Aug. 22,
2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A. White, Esq.,
and Douglas W. Jessop, Esq., at Jessop & Company, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor
filed for protection from its creditors, it estimated it had
$1 million to $10 million in assets and liabilities of $10 million
to $50 million.


BRAXTON SAWMILL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Braxton Sawmill, Inc.
        7519D Lindley Mill Road
        Graham, North Carolina 27253

Bankruptcy Case No.: 06-00049

Type of Business: The Debtor operates a lumber plant
                  located in Alamance, North Carolina.

Chapter 11 Petition Date: January 17, 2006

Court: Eastern District of North Carolina (Raleigh)

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Box 1654
                  New Bern, North Carolina 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Total Assets: $1,829,742

Total Debts:  $3,474,162

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Piedmont Woodyard             Trade debt                $667,709
Attn: Managing Agent
P.O. Box 1050
Sanford, NC 27330

Allwood Timber                Timber                    $139,984
Attn: Managing Agent
1603 McDade Store Road
Cedar Grove, NC 27231

RBC Centura                   Deed of Trust on          $127,050
Attn: Managing Agent          real property owned
P.O. Box 1220                 by Chris and Wanda
Rocky Mount, NC 27802         Braxton


Johnson Sherman Co.           Trade debt                $109,966

Paul McBane                   Loan                       $80,000

New South Lumber Co.          Trade debt                 $35,739

Elizabeth Petty               Trade debt                 $22,226

BG Gaines Oil                 Trade debt                 $15,499

Diesel Engine                 Trade debt                 $13,803

Saw & Knife Service, Inc.     Trade debt                 $10,293

Phillip Whitfield             Trade debt                  $8,489

Gregory Poole Equip. Co.      Trade debt                  $5,165

Industrial Products           Trade debt                  $5,116

Morrisette Paper Co.          Trade debt                  $4,397

Thomas Tire                   Trade debt                  $3,988

Huffman Oil Co.               Trade debt                  $2,906

Liberty Woodyard              Trade debt                  $2,519

B. H. Payne                   Trade debt                  $2,142

Carbide Saws                  Trade debt                  $2,081

Chatham Industrial Supply     Trade debt                  $1,978


BROWNSTONE INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Brownstone Investments, LLC
        1290 Pond Hallow Lane
        New Albany, Ohio 43054

Bankruptcy Case No.: 06-50158

Chapter 11 Petition Date: January 18, 2006

Court: Southern District of Ohio (Columbus)

Judge: John E. Hoffman

Debtor's Counsel: Grady L. Pettigrew, Jr., Esq.
                  Cox, Stein & Pettigrew Co., LPA
                  115 West Main, Suite 400
                  Columbus, Ohio 43215-5099
                  Tel: (614) 224-1113
                  Fax: (614) 228-0701

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

The Debtor's list of 20 largest unsecured creditors is not
available as of press time.


CENTRAL PARKING: Sells 3 Lots to Entertainment Dev't. for $21 Mil.
-----------------------------------------------------------------
Central Parking Corporation (NYSE: CPC) has completed a real
estate transaction, including the sale of three parcels in
downtown Houston, for approximately $21 million.  The sale will
result in a property-related gain included in continuing
operations in the Company's first quarter of fiscal 2006 of
approximately $12.1 million on a pre-tax basis.

The property was sold to Entertainment Development Group, which
plans to build a $200 million retail, office and residential
development to be known as Houston Pavilions on the site.  In
connection with the transaction, the Company agreed to lease its
1,600 space garage at 1313 Main Street, which is adjacent to the
proposed project, to the development group for use as the primary
parking facility for the project.  The initial term of the lease,
which begins Jan. 1, 2007, is 10 years with five renewal options
of 10 years each.  In addition, Central Parking retained a 20-year
right of first refusal to operate any parking developed on the
project site.

"Our involvement in this major, multi-use project represents a
win-win situation for Central Parking," said Emanuel J. Eads,
President and Chief Executive Officer.  "First, the sale of this
property is entirely consistent with our previously announced
strategy of pursuing opportunistic property sales where the
purchase price represents a substantial multiple to earnings.  
Second, we secured a long-term commitment, on terms that are very
favorable to us, from the development group to lease an adjacent
garage owned by Central Parking.  This long-term lease commitment
not only will improve our returns from this garage but will ensure
steady cash flow from this facility for many years to come."

Headquartered in Nashville, Tennessee, Central Parking Corporation
is a leading global provider of parking and transportation
management services.  As of June 30, 2005, the Company operated
more than 3,400 parking facilities containing more than 1.5
million spaces at locations in 37 states, the District of
Columbia, Canada, Puerto Rico, the United Kingdom, the Republic of
Ireland, Mexico, Chile, Peru, Colombia, Venezuela, Germany,
Switzerland, Poland, Spain, Greece and Italy.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Nashville, Tennessee-based Central Parking Corp., including the
company's 'B+' corporate credit and 'BB-' bank loan ratings.

At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed on March 16, 2005.
The CreditWatch listing followed the company's announcement that
it had engaged Morgan Stanley to assist in pursuing various
strategic alternatives, including the possible sale or
recapitalization of the company.  The CreditWatch listing also
reflected Standard & Poor's concern over management turnover
following the resignation of the company's former Chief Financial
Officer.

S&P said the outlook is negative.  


CITIGROUP MORTGAGE: Fitch Affirms B Ratings on B-5 Classes
----------------------------------------------------------
Fitch Ratings affirms these Citigroup Mortgage Loan Trust issues:

Series 2004-2:

    * Class A at 'AAA'.

Series 2004-HYB4:

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

Series 2004-UST1:

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

Series 2004-NCM1:

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

The loans contained in series 2004-2 are 15 and 30 year fixed rate
mortgages collateralized by first liens on one- to four-family
homes.  At origination, the loans were seasoned approximately 127
months.  All of the loans were acquired by Citigroup Global
Markets Realty Corp.  They are master serviced by Wells Fargo
Bank, N.A. and Chase Home Finance LLC, both rated 'RMS1' by Fitch.

The loans contained in series 2004-HYB4 are adjustable rate
mortgages originated by Countrywide Home Loans, Inc. and Wells
Fargo Home Mortgage Inc., which are collateralized by first liens
on one- to four-family homes.  The loans provide for a fixed
interest rate during an initial period of three to seven years,
after which the loans adjust annually indexed against the one year
CMT and 12 month LIBOR.

Of the loans, approximately 78.29% of the Countrywide loans are
interest only, which allow for the payment of only interest until
after the first interest rate adjustment.  All of the loans were
acquired by Citigroup Global Markets Realty Corp. and are master
serviced by CitiMortgage, Inc., rated "RMS1" by Fitch, and are
serviced by Countrywide Home Loans, Inc. and Wells Fargo Home
Mortgage, Inc., both rate 'RPS1' by Fitch.

The loans contained in series 2004-UST1 were originated or
acquired by U.S. Trust Mortgage Company, a wholly owned subsidiary
of The Charles Schwab Corporation.  All of the loans are
adjustable rate mortgages collateralized by first liens on one- to
four-family homes and in the case of certain of the mortgage
loans, an interest in shares issued by cooperative apartment
corporations and the related proprietary leases.  The loans were
divided into six groups.  The loans first interest rate
adjustments are scheduled to occur from between 12-100+ months
from the cut-off date.

Of the loans, approximately 58.38% of the loans are interest only,
with the interest only period ranging from 60-120 months from the
cut-off date.  The adjustable interest rates are indexed to:

   * the three month LIBOR,
   * the 12 month LIBOR,
   * the one year CMT, and
   * the Prime Rate.  

U.S. Trust Mortgage company, which is currently not rated by
Fitch, is the master servicer for all the loans.

The loans contained in series 2004-NCM1 were originated or
acquired by National City Mortgage.  They are 15 and 30 fixed rate
mortgages collateralized by first liens on one- to four-family
homes.  National City Mortgage, rated 'RPS2' by Fitch, will be the
servicer for the loans, with Litton Loan Servicing, rated 'RSS1'
by Fitch, will serve as the special servicer.

As of the December distribution date, the transactions are
seasoned from 12 (2004-2) to 18 (2004-NCM1) months and the pool
factors (current mortgage loan principal outstanding as a
percentage of the initial pool) range from approximately 61%
(2004-2) to 79% (2004-UST1).

The affirmations reflect a stable relationship between credit
enhancement and future loss expectations and affect approximately
$1.4 billion of outstanding certificates.  Only the 2004-NCM1
transaction has had any losses to date.  The losses on series
2004-NCM1 are approximately nine basis points.


CONTINENTAL AIRLINES: Incurs $43 Million Net Loss in 4th Quarter
----------------------------------------------------------------
Continental Airlines reported a fourth quarter 2005 net loss of
$43 million including a gain of $106 million related to the sale
of Copa stock and other special charges of $21 million.  Excluding
these special items, Continental recorded a net loss of
$128 million for the quarter or $1.58 diluted loss per share,
which compares favorably to the First Call mean estimate of a loss
of $1.68 per share.

Continental incurred a net loss of $68 million for the full year
2005, including all 2005 special items.  Excluding those special
items, Continental recorded a net loss of $205 million for the
full year 2005.

Continental expects to record a significant loss for the first
quarter 2006 due to the expectation of a continued weak domestic
fare environment and high fuel costs.

Cargo, Mail and Other Revenue: Continental estimates cargo, mail
and other revenue will be approximately $250 million for the first
quarter 2006.

Debt and Capital Leases: Debt and capital lease principal payments
for the first quarter 2006 are estimated to be approximately
$81 million.

             2006 Pension Expense and Contributions

Continental estimates its contributions during 2006 to its pension
plans, net of an estimated pension expense, will be approximately
$58 million.  This amount includes estimated non-cash pension
expense of approximately $200 million and estimated contributions
of $258 million.  The estimated 2006 contribution amount does not
assume any pension reform.

                           Fuel Hedges

Continental does not currently have any fuel hedges.

      Tax Sharing Agreement with ExpressJet Holdings, Inc.

Continental expects to record income of approximately $26 million
for the full year 2006 (approximately $6.5 million per quarter)
related to the tax-sharing agreement with ExpressJet.  

                      Targeted Cash Balance

Continental anticipates ending the first quarter 2006 with an
unrestricted cash and short-term investments balance of between
$1.8 and $1.9 billion.

              Advanced Bookings - Six-Week Outlook

Mainline advanced bookings continue to be a bit softer than last
year but the Company is comfortable that the gap will close and
the mainline load factor for the first quarter will be about flat
year-over-year.  Continental is seeing many customers book closer
to the date of travel, as many of the advantages of booking early
have been eroded by competitors' pricing actions.

Continental expects mainline Domestic first quarter load factor
will be up 1-2 points year-over-year on 4.7% more capacity year-
over-year, with moderate year-over-year yield improvements.

For the first quarter, the mainline Transatlantic load factor is
expected to be down slightly year-over-year on a capacity increase
of about 22% year-over-year, with strong year-over-year yield
improvements expected.

Mainline Latin load factor for the first quarter is expected to be
down slightly year-over-year on a capacity increase of about 9%,
with yields slightly up year-over-year.

Pacific first quarter load factor is expected to be down
1-2 points year-over-year on a capacity increase of about 16%
year-over-year, with yields down slightly year-over-year.

Regional first quarter load factor is expected to be up 1.5-2.5
points year-over-year on a capacity increase of 12.8%, with solid
year-over-year yield improvements.

Continental Airlines -- http://continental.com/-- is the world's    
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  Fortune ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  Fortune also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Fitch Ratings has affirmed the 'CCC' issuer default rating of
Continental Airlines, Inc. (NYSE: CAL).  Fitch has also affirmed
Continental's senior unsecured rating of 'CC', with a recovery
rating of 'RR6'.  Continental's senior unsecured rating applies to
approximately $700 million of outstanding debt.  Fitch said the
Rating Outlook for Continental remains Stable.


COOPER-STANDARD: S&P Lowers $550 Million Notes' Ratings to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
automotive supplier Cooper-Standard Automotive Inc. and removed
them from CreditWatch, where they were placed with negative
implications on Dec. 5, 2005.  The corporate credit rating was
lowered to 'B+' from 'BB-'.  The ratings on the senior secured
credit facility were lowered to 'B+' from 'BB-', while the
recovery rating of '2' was affirmed.
     
The debt rating on Cooper-Standard's $200 million senior unsecured
notes was lowered to 'B-' from 'B', while the rating on the
$350 million senior subordinated notes fell to 'B-' from 'B'.
     
The ratings outlook on Novi, Michigan-based Cooper-Standard is
stable.  Pro forma consolidated total debt at Dec. 31, 2005,
taking into account the proposed acquisition of ITT's Fluid
Handling System, totaled about $1.1 billion.  Cooper-Standard is
controlled by unrated GS Capital Partners 2000 LP and Cypress
Group LLC.
     
Standard & Poor's also assigned its 'B+' rating and '2' recovery
rating to the company's $215 million term loan D maturing in 2011.
      
"The rating actions follow Standard & Poor's analysis of
Cooper-Standard's weaker prospects as the company plans to issue a
$215 million term loan under its existing senior credit facility
to fund the acquisition of FHS," said Standard & Poor's credit
analyst Nancy C. Messer.  "The financial profile is weaker than
expected heading into 2006 because difficult industry conditions
caused Cooper-Standard to underperform financial expectations last
year."
     
Following the acquisition, the company will be very aggressively
leveraged, with lease-adjusted total debt to EBITDA of at least
4.5x, exceeding Standard & Poor's expectations for the 'BB-'
rating.  Although Cooper-Standard is expected to reduce debt with
free cash flow in 2006, its cash flow generation very much depends
on whether it can achieve immediate synergies with FHS and extract
savings from ongoing lean manufacturing initiatives there.
     
Standard & Poor's rating revision reflects the rating agency's
concern that challenging industry conditions will create
significant headwinds against the company's targeted EBITDA
expansion and debt reduction in 2006.  Cooper-Standard has a track
record of evoking savings from operations through lean nitiatives,
which has mitigated cost and pricing pressures in the past.

However, in 2005, EBITDA was hurt by:

   * weak production volumes;

   * high raw materials costs;

   * price concessions; and

   * other cost inflation items that outpaced savings from the
     company's lean manufacturing programs.

In addition, Cooper-Standard faces integration risks associated
with the FHS acquisition, despite its successful track record of
integrating previous purchases.  Though the FHS deal is consistent
with Cooper-Standard's stated strategy of increasing its market
position in the fluids business segment, the acquisition was
larger than S&P expected.
     
The ratings on Cooper-Standard reflect the company's weak business
risk profile and highly leveraged financial risk profile.  Cooper-
Standard is a global manufacturer of:

   * fluid-handling systems,

   * body-sealing systems, and

   * active and passive vibration control systems for the
     automotive industry.


CORDOVA FUNDING: Moody's Reviews Bonds' B3 Rating & May Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the B3 rating of Cordova Funding
Corporation's senior secured bonds due 2019 under review for
possible upgrade.

The rating review is prompted by an improvement in the
counterparty under the project's power purchase agreement.  El
Paso Marketing, L.P., a subsidiary of El Paso Corporation (B3
Corporate Family Rating), was formerly the counterparty for a
power purchase power agreement with Cordova Energy Company LLC.

Cordova Energy is a subsidiary of MidAmerican Energy Holdings
Company (Baa3 senior unsecured), and the guarantor of CFC's bond
payment obligations.  Effective Jan. 1, 2006, Constellation Energy
Commodities Group, Inc., assumed the obligations of EPM under the
PPA.  Constellation Energy Group Inc., (Baa1 senior unsecured),
parent to CECG, will guarantee CECG's obligations under the PPA.

The rating had been limited by the credit profile of EPM and El
Paso Corporation, which was the guarantor of EPM's obligations
under the PPA, given the project's dependence upon the guaranteed
capacity payment under the PPA.  Cordova's financial performance
has also been below expectations with debt service coverage ratios
of less than 1.2X.

In addition to the substantially improved credit quality of the
offtaker, the review will focus on the prospects for improved cash
flow coverage under the anticipated level of plant dispatch, which
will be affected by excess capacity in the Midwest and natural gas
prices.  Specifically, the review will assess the sensitivity to
dispatch rates as a result of market forces, such as gas prices
and CECG's marketing strategy.  The outcome of the review is
likely to result in a multi-notch upgrade.

Cordova Funding Corporation is the financing subsidiary of Cordova
Energy Company LLC, a roughly 540 MW gas fired generation facility
located in Rock Island County, Illinois.  It is indirectly wholly
owned by MidAmerican Energy Holdings Company.


CREDIT SUISSE: S&P Raises Class M Certs.' Rating to BB- from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 12
classes of commercial mortgage pass-through certificates from
Credit Suisse First Boston Mortgage Securities Corp.'s series
2002-CKS4.  Concurrently, the ratings on seven other classes from
the same transaction are affirmed.
     
The raised and affirmed ratings reflect increased credit
enhancement levels that support the ratings through various stress
scenarios.
     
As of the Dec. 16, 2005, remittance report, the trust collateral
consisted of 155 loans with an aggregate outstanding principal
balance of $1,180.2 million, down from 156 loans amounting to
$1,233.6 million at issuance.  The master servicer, Keycorp Real
Estate Capital Markets Inc., provided year-end 2004 and interim-
year 2005 financial data for 97% of the pool.  

Based on this information, Standard & Poor's calculated a weighted
average net cash flow debt service coverage ratio (DSCR) of 1.51x,
compared with 1.48x at issuance.  The current DSCR excludes three
defeased loans amounting to $8.2 million.  Six loans ($16.2
million, 1%) in the pool are delinquent, and four appraisal
reduction amounts totaling $2.1 million are outstanding. The trust
has incurred one loss of $96,991 to date.
     
The top 10 exposures secured by real estate have an aggregate
pooled balance of $439.5 million (38%) and a weighted average DSCR
of 1.77x.  This compares with a balance of $462.6 million and a
1.63x DSCR at issuance.  None of the top 10 loans are specially
serviced.  As part of its surveillance review, Standard & Poor's
reviewed recent property inspections provided by Keycorp for the
top 10 exposures.  All of the properties were characterized as
"good."
     
The largest- and second-largest loans in the trust were shadow-
rated at issuance in the context of their inclusion in the pool.
Each loan currently exhibits credit characteristics consistent
with a high-investment-grade obligation, each up from credit
characteristics consistent with a 'BBB+' rated obligation at
issuance.  The second-largest loan also has a $5 million non-
pooled junior portion represented by the APM certificate.
     
There are five loans ($12.4 million, 1%) with the special
servicer, LNR Partners Inc.  A 45-unit multifamily property built
in 2000 in Grand Prairie, Texas, secures the Prairie Oaks
Apartments loan ($1 million).  The loan is currently REO and was
transferred to LNR in August 2005 due to imminent default.  The
property is in very poor condition, and an ARA of $262,259 is
outstanding on the loan.
     
The Bloomington Apartment Portfolio loan ($3 million) is secured
by three multifamily properties in Bloomington, Illinois.  This
loan was transferred to LNR in June 2005 due to the borrower's
request for debt relief.  LNR is currently pursuing a discounted
payoff or foreclosure.  An ARA for $760,468 is outstanding on the
loan.  An appraisal for $3 million was obtained in September 2005
for the collateral property.
    
The Highland Park & North Forsyth loan ($2.8 million) is secured
by a 184-unit multifamily property in Winston-Salem, North
Carolina, LNR is pursuing foreclosure, and the loan was
transferred to LNR in March 2005 due to monetary default.  An ARA
for $703,988 is outstanding on the loan.  An appraisal of $2.6
million was obtained on the property in May 2005.
     
The Heritage Apartments loan ($1.5 million) is secured by an 88-
unit multifamily property in Indianapolis, Indiana.  This loan was
transferred to LNR in August 2005 when it became more than 90 days
delinquent.  LNR is pursuing foreclosure while also negotiating a
forbearance agreement with the borrower, who wants to bring the
loan current.  An ARA of $380,687 is outstanding on the loan.
    
The Spruce Square Apartments loan ($4.1 million) is secured by a
160-unit multifamily property in Dallas, Texas.  The property is
between 60 and 90 days delinquent and was transferred to LNR in
October 2004 due to imminent default.  LNR is currently pursuing
foreclosure on this property.
     
While it is not with the special servicer or on the master
servicer's watchlist, the $3.8 million Tahiti Garden Apartments
loan is between 30 and 60 days delinquent.  This loan is secured
by a 112-unit multifamily property in Lauderdale Lakes, Florida.
Hurricane Wilma damaged the property, but the master servicer has
indicated that all repairs should be completed by the end of
February and that property insurance will cover all the losses.
The loan reported a 2004 DSCR of 1.21x.
     
There are 24 loans with an outstanding balance of $119.1 million
on Keycorp's watchlist.  Most of the loans appear on the watchlist
due to low DSCRs or low occupancy.  Standard & Poor's stressed the
loans on the watchlist and the other loans with credit issues as
part of its analysis.  The resultant credit enhancement levels
support the raised and affirmed ratings.
      
Ratings raised:
   
CSFB Mortgage Securities Corp. Commercial mortgage pass-through
certificates series 2002-CKS4:

        Class   To         From        Credit enhancement
        -----   --         ----        ------------------
        B       AAA        AA                       17.50
        C       AA+        AA-                      15.93
        D       AA         A                        13.32
        E       AA-        A-                       11.88
        F       A+         BBB+                     10.18
        G       A          BBB                       8.88
        H       A-         BBB-                      7.70
        J       BBB        BB+                       5.48
        K       BBB-       BB                        4.56
        L       BB+        BB-                       3.91
        M       BB-        B+                        2.87
   
                                      Credit enhancement
        Class   To         From      (nonpooled interests)
        -----   --         ----     ----------------------
        APM     BBB+       BBB                        N/A
   
Ratings affirmed:
    
CSFB Mortgage Securities Corp. Commercial mortgage pass-through
certificates series 2002-CKS4:
   
                                 Credit enhancement
        Class    Rating          (pooled interests)
        -----    ------      ----------------------
        A-1      AAA                          21.42
        A-2      AAA                          21.42
        N        B                             2.34
        O        B-                            1.82
        P        CCC                           1.30
        A-X      AAA                            N/A
        A-SP     AAA                            N/A
   
                      N/A - not applicable.


CSFB HOME: Moody's Puts Low-B Ratings on Classes B-2 & B-3 Certs.
-----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by CSFB Home Equity Asset Trust 2006-1, and
ratings ranging from Aa1 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by various originated, adjustable-
rate -- 86% -- and fixed-rate -- 14%, subprime mortgage loans
acquired by DLJ Mortgage Capital Inc.  The ratings are based
primarily on:

   * the credit quality of the loans; and

   * on the protection from:

     -- subordination,
     -- excess spread,
     -- overcollateralization, and
     -- a swap agreement provided by CSFB International.

Moody's expects collateral losses to range from 4.60% to 5.10%.

Wells Fargo Bank NA, and Select Portfolio Servicing Inc will
service the loans.  Moody's has assigned Wells Fargo NA its
servicer quality rating (SQ1) and Select Portfolio Servicing Inc.
(SQ2-) both as primary servicers of subprime loans.

The complete rating actions are:

CSFB Home Equity Asset Trust, Series 2006-1 Home Equity
Pass-Through Certificates

    * Class 1-A-1, Assigned Aaa
    * Class 2-A-1, Assigned Aaa
    * Class 2-A-2, Assigned Aaa
    * Class 2-A-3, Assigned Aaa
    * Class 2-A-4, Assigned Aaa
    * Class M-1, Assigned Aa1
    * Class M-2, Assigned Aa2
    * Class M-3, Assigned Aa3
    * Class M-4, Assigned A1
    * Class M-5, Assigned A2
    * Class M-6, Assigned A3
    * Class M-7, Assigned Baa1
    * Class M-8, Assigned Baa2
    * Class B-1, Assigned Baa3
    * Class B-2, Assigned Ba1
    * Class B-3, Assigned Ba2


DATICON INC: Xiotech Inks Agreement to Purchase Daticon Assets
--------------------------------------------------------------
Xiotech(R) Corporation has reached agreement with Daticon
Incorporated to purchase its assets.  Xiotech is pledging to keep
Daticon's operations based in Norwich, Connecticut, protecting the
company's 170 local jobs.  Daticon filed for chapter 11 protection
on Jan. 17, 2006.

The purchase agreement is subject to the approval of U.S.
Bankruptcy Court for the District of Connecticut.

Xiotech's CEO, Casey Powell, said there is an opportunity for
Daticon to expand its electronic data discovery services,
leveraging data storage and management expertise from Xiotech.

"Daticon is a recognized leading provider of litigation support
and document conversion services," said Mr. Powell.  "This is a
complementary capability which we can leverage as we address the
needs of the rapidly growing Electronic Data Discovery
marketplace."

When the acquisition is completed, Daticon will operate as a
separate division of Xiotech.

According to industry analyst Michael Clark of research firm EDDix
LLC, the current electronic data discovery market is estimated at
$1.8 billion and growing at a rate of at least 35% per year.

"To capitalize on growing opportunities around EDD, existing     
e-discovery companies will need more expertise in data storage and
management," Mr. Clark said.  "Combining a company like Daticon
with Xiotech brings together a lot of the right capabilities."

Analyst Tony Asaro, of data storage research firm Enterprise
Strategy Group, said storage companies also need credibility and
expertise in the legal services market.  "Managing electronic
evidence is all about providing timely recovery of data as part of
a discovery process for litigation, audits and to regulatory
purposes.  Our research shows that it is of growing importance to
IT professionals, record management personnel, legal professionals
and corporate executives.  It requires more than traditional data
management capabilities."

Mr. Powell was the co-founder, chairman and CEO of Sequent
Computer Systems, which was ultimately acquired by IBM for     
$810 million.  Mr. Powell also held several executive positions
with Intel.  Mr. Powell joined Xiotech in February 2005 and
established two primary goals for the company.  The first goal was
to focus on business fundamentals and the second goal was to
define and execute a long-term strategy that would ultimately
differentiate Xiotech in the marketplace.  The company has
successfully addressed both areas and, with this acquisition,
plans to accelerate its growth.

                    About Xiotech Corporation

Headquartered in Eden Prairie, Minnesota, Xiotech(R) Corporation  
-- http://www.xiotech.com/-- makes information storage easy to  
manage.  Since 1996 more than 1,500 midsized enterprises have
taken advantage of Xiotech's easy-to-use and highly resilient
storage management solutions.  The company's products include
Magnitude 3D(R) 3000s, Magnitude 3D 3000e and TimeScale(TM)
replication appliances.  Current customers include Merrill Lynch,
Bechtel, Lucent, Hibernia Bank and St. Vincent Hospital.  Xiotech
also partners with industry leaders such as Brocade, Cisco,
McDATA, Microsoft and Novell.  The company has approximately 300
employees and $100 million in revenues.

                   About Daticon Incorporated

Headquartered in Norwich, Connecticut, Daticon Incorporatted --
http://www.daticon.com/-- provides litigation support and  
document conversion services for law firms, corporations and
government agencies involved in extensive litigation, merger
activities or regulatory-compliance matters, including the
Securities and Exchange Commission, the Federal Trade Commission
and the Justice and Defense departments.  The Debtor filed for
Chapter 11 bankruptcy protection on Jan. 17, 2006 (Bankr. S.D.
Conn. Case No. 06-30034).  Douglas S. Skalka, Esq., at Neubert,
Pepe & Monteith, PC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $9,089,033 in assets and $18,997,028 in debts.


DATICON INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Daticon, Inc.
        11 Stott Avenue
        Norwich, Connecticut 06360

Bankruptcy Case No.: 06-30034

Type of Business: The Debtor works with law firms, corporations
                  and government agencies to capture, review and
                  manage the volumes of electronic data and paper
                  documents generated by complex litigation,
                  merger and acquisition transactions, and
                  investigations.  See http://www.daticon.com/

Chapter 11 Petition Date: January 17, 2006

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Douglas S. Skalka, Esq.
                  Neubert, Pepe & Monteith, PC
                  195 Church Street, 13th Floor
                  New Haven, Connecticut 06510
                  Tel: (203) 821-2000
                  Fax: 203-821-2009

Financial Condition as of December 31, 2005:

      Total Assets:  $9,089,033

      Total Debts:  $18,997,028

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Relational Funding Corporation   Equipment Lease     $1,218,111
3701 Algonquin Road, Suite 600
Rolling Meadows, IL 60008-3120

Hilltop Investment, LLC          Office Lease          $398,156
209 West Town Street
Norwich, CT 06360

Hogan & Hartson LLP              Legal Services        $229,223
555 Thirteenth Street NW
Washington, DC 20004-1109

EOP Operating Limited Partners   Los Angeles           $149,418
550 South Hope Street            Office Lease
Suite 2200
Los Angeles, CA 90071

Cendant Mobility                 Relocation             $92,026
                                 Services

RM Holdings, LLC                 Office Lease           $90,440

Citicorp Vendor Finance, Inc.    Equipment Lease        $57,328

DeLage Landen                    Equipment Lease        $55,000

Norwich Public Utilities         Utility                $48,724

The Oliver Group                 Tape Restoration       $32,531
                                 Services

Marsh USA Inc.                   Insurance Brokerage    $19,746
                                 Services

Bearing Point                    Valuation              $18,900
                                 Services

Passumpsic Management LLC        Professional           $12,500
                                 Services

Staples Business Advantage       Office Supplies        $10,554

Corporate Express                Production and         $10,260
                                 Operating Supplies

Scan-Optics, LLC                 Office Equipment        $9,935
                                 Maintenance

Federal Express                  Freight provider        $7,595

Minogue Birnbaum LLP             Legal Services          $5,505

Consumers Interstate                                     $4,555

Aircomm Communications           Office Lease            $4,345


DEL LABORATORIES: Moody's Holds Junk Ratings on $175 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service upgraded the speculative grade liquidity
rating of Del Laboratories, Inc., to SGL-3, following the
company's closing of a five-year $85 million revolving credit
facility.  The rating upgrade reflects the company's improved
covenant flexibility and borrowing availability.  Moody's also
affirmed Del's long-term ratings and negative outlook recognizing
the company's ongoing operational and cost challenges that may
continue to impact sales and profits.

These ratings were affected by this action:

   * Speculative grade liquidity rating, upgraded to SGL-3
     from SGL-4

   * $185 million floating rate senior secured notes due 2011,
     affirmed at B2

   * Corporate family rating, affirmed at B3

   * $175 million 8% senior subordinated notes due 2012, affirmed
     at Caa2

On December 29, Del announced the closing of an $85 million five-
year senior secured asset-based revolving credit facility
(unrated).  The facility replaced an interim $75 million asset-
based revolver that was put in place in October, along with $185
million of senior secured notes, to refinance Del's $250 million
senior secured credit facilities -- "old facilities".

Del's liquidity profile is enhanced by the new capital structure,
as the revolver covenant schedule is much less restrictive than
the one under its old facilities.  Prior to the October
refinancing, Del was in violation of its maximum leverage covenant
under the old facilities (actual 7.2x, compared to required 6.5x).
The terms of Del's current revolving credit facility provide
substantial covenant flexibility, as the new facility has only one
covenant (minimum fixed charge coverage of 1.0x), which only tests
in the event that availability falls below $10 million.

Although Del may be challenged to meet the 1.0x coverage
requirement, Moody's does not expect the testing threshold to be
crossed over the coming year.  Despite borrowing base
restrictions, availability is enhanced by the larger facility size
($85 million, compared to $50 million old revolver and $75 million
interim revolver) and is expected to be maintained above $40
million over the coming year.

Notwithstanding the liquidity benefits of the new capital
structure, the ratings and negative outlook reflect the company's
high leverage and weak cash flow, as earnings have eroded
following a leveraged buyout in early 2005 due to supply chain
difficulties and higher operating costs.  In particular, Del's
operating performance has been negatively impacted by deficient
planning and coordination across operating teams, and by poor
execution of an outsourcing initiative.  As such, Del has
experienced higher returns and inventory levels, inflated freight
costs, and lower customer service rates.  

Although the company has begun to address its operational
challenges with management changes and the hiring of a supply
chain consultant (Synergetics), Moody's remains concerned that
retailers may take a more cautious stance with Del until it has
demonstrated operational improvement.  Further, cost and
efficiency efforts will likely involve significant upfront
expenses, and the related savings may be offset by the impact of
high energy costs on:

   * consumer/retailer purchases,
   * freight costs, and
   * raw materials prices.

Lastly, Moody's notes that expected inventory reduction
initiatives, if not carefully managed, could cannibalize sales or
tarnish the reputation of Del's brands.

Del's ratings continue to be constrained by challenges in the mass
cosmetics market, including weak category growth and fast-changing
consumer preferences, which necessitate new product introductions
that in the aggregate can involve significant development,
promotion, and display/capex spending, but still may not be well-
received by consumers.  Additional risks include:

   * the presence of larger and/or well-resourced companies in
     Del's highly-competitive categories (L'Oreal, Procter &
     Gamble, Revlon, Wyeth);

   * the increasing bargaining power of Del's large retail
     customers, including the growing threat of private labels in
     OTC categories; and

   * the ever-present regulatory and product liability concerns.

The ratings are supported by the stable and leading market
positions of Del's core Sally Hansen and Orajel product lines and
by the company's historical track record of growth and innovation.

Ratings could be downgraded if Del's sales and profits do not
stabilize into fiscal 2006, particularly if such results are
evidence of an erosion in Del's long-term market positions.  Going
forward, Moody's will continue to focus on Del's free cash flow
and liquidity.  Materially negative free cash flow or asset write-
offs that impede borrowing access would likely pressure the
ratings.

Conversely, the rating outlook could be stabilized over coming
quarters if Del's new product introductions or operational fixes
gain traction at a more accelerated pace than expected, and
thereby enable profit gains and positive cash flow generation.
Upward rating pressures could develop over the longer-term through
sustained sales, profit and cash flow gains that result in
meaningful debt reduction, such that debt-to-EBITDA falls below
7.0x and free cash flow to debt rises to around 5%.

Del Laboratories, Inc., with headquarters in Uniondale, New York,
is a leading manufacturer and marketer of cosmetics and over-the-
counter pharmaceuticals, primarily under the Sally Hansen and
Orajel brands.


DELTA AIRLINES: Inks Stipulation on Continued Use of 89 Planes
--------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates; the Bank of New
York, as Indenture Trustee; Wells Fargo Bank Northwest, N.A., as
Security Trustee; an ad hoc committee of holders of indebtedness
secured by 89 aircraft and related engines, equipment, and
documents; and the Official Committee of Unsecured Creditors
entered into a stipulation regarding the Debtors' use of the 89
aircraft.

The Aircraft consists of 32 MD-88 aircraft, 34 Boeing 757-232
aircraft, 18 Boeing 767-332 aircraft and five Boeing 767-332ER
aircraft.  Eighty of the Aircraft are subject to the provisions
of Section 1110 of the Bankruptcy Code.  The nine remaining
Aircraft do not fall within the purview of Section 1110 since
they came into service before Oct. 22, 1994.

The Aircraft Parties agree to:

  (i) extend the 60-day stay period set forth in Section
      1110(a)(2) with respect to the 1110 Aircraft until
      Feb. 3, 2006; and

(ii) refrain from exercising any rights to seek adequate
      protection of their interests in the Non-1110 Aircraft
      during the extended Section 1110 Period.

The Debtors agree to immediately pay the rent amounts, ranging
from $58,125 to $197,500, for each Aircraft.

A schedule of the rent amounts for each Aircraft is available for
free at http://ResearchArchives.com/t/s?45f

The Debtors will also pay the fees and expenses of the Aircraft
Parties and their advisors, as well as provide a retainer for
each Advisor.  The Parties did not disclose the identities of,
and the fees to be paid to, the Advisors.

The Debtors also agree to pay the second rent payment, which is
an additional payment of one-half of the rent amounts, and an
additional half-month's retainer to the Aircraft Parties and the
Advisors to the Aircraft Parties by Jan. 13, 2006.

The Creditors Committee will have five business days from receipt
of the invoices and any other documents to review the fees and
expenses for reasonableness.  The invoices and other
documentation will be rendered:

   (a) for the period from Sept. 14, 2005, to Nov. 14, 2005,
       not later than seven business days from the
       effective date of the Stipulation; and

   (b) for subsequent periods, not later than 30 days from the
       end of the relevant period.

If the Creditors Committee timely delivers a written objection,
the item or items to which the objection is centered has to be
specified.  The Parties will attempt to promptly resolve the
objection acting in good faith, but in any event within five
business days of the objection.  However, if the Parties are
unable to resolve the objection, it will be settled by the U.S.
Bankruptcy Court for the Southern District of New York at the next
scheduled hearing.

To the extent an objection is agreed to or upheld, the amounts of
the fees and disbursements involved will be credited against
future services or disbursements, unless no further services are
to be provided, in which event the relevant Party will promptly
return the amount to the Debtors.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIRLINES: Wants to Reject N117DL Aircraft Lease
-----------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, Delta Air Lines
Inc. and its debtor-affiliates seek to reject their lease for a
Boeing 767-332 aircraft with U.S. Registration No. N117DL, and its
related engines, effective Jan. 5, 2006.

Federal National Mortgage Association is the owner-participant
and Wilmington Trust Company is the owner-trustee with respect to
various transactions involving the Aircraft.

Richard F. Hahn, Esq., at Debevoise & Plimpton LLP, in New York,
explains that the rent for the Aircraft exceeds current market
rates and the Aircraft is not necessary for the Debtors'
continued business operations and successful reorganization.

The Debtors propose that any claims arising out of the rejection
of the Aircraft be filed by the later of the Bar Date or 30 days
after the effective date of the rejection.  As soon as reasonably
practicable after the effective rejection date, the Debtors will
deliver records and documents relating to the Excess Leased
Equipment to the Lessor.

The Debtors will continue to maintain, insure and pay for storage
costs, if any, relating to the Excess Leased Equipment for a
period ending on the earlier of:

   -- 15 days from the date an order approving rejection of the
      Lease is entered; and

   -- the date on which the Lessor or other Aircraft Party takes
      possession of the Aircraft.

The Debtors believe that the proposed surrender of the Aircraft
satisfies the "surrender and return" requirements of Section
1110(c) of the Bankruptcy Code, if applicable.  The approval of
the rejection, however, will be without prejudice to the rights
of:

    (i) the Lessor to assert damages as part of its claim for
        rejection damages, if any,

   (ii) the Lessor to assert damages for failure to satisfy all
        contractual return or turnover provisions of the Lease or
        the requirements of the Bankruptcy Code or

  (iii) the Debtors or any other party to object to any claims or
        their asserted priority.

The Debtors agree to cooperate reasonably with the Lessor with
respect to the execution of or provision of information required
for a lease termination document to be filed with the Federal
Aviation Administration, in connection with the Excess Leased
Equipment.  However, the Lessor will be solely responsible for
all costs associated with the documentation and the filing with
the FAA.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Court Approves Sec. 1110(b) Stipulations for 28 Planes
-----------------------------------------------------------------
Delta Air Lines Inc. and its debtor-affiliates use 28 aircraft,
including aircraft equipment, that are either owned by the Debtors
and are encumbered by various financing transactions, or leased or
financed pursuant to a wide variety of leasing and financing
agreements.

The Aircraft Equipment may constitute "equipment" within the
meaning of Sections 1110(a)(3) of the Bankruptcy Code.  Hence,
the Aircraft Equipment and the Aircraft Agreements may be
entitled to protections under Section 1110.  In addition, the
automatic stay under Section 362 of the Bankruptcy Code vaporizes
on the 60th day after the Petition Date, unless a debtor commits
to full contractual performance and cures on any defaults
pursuant to a Section 1110(a) Election.

Pursuant to Section 1110(b), the Debtors have entered into
stipulations with aircraft lessors and financiers extending the
Debtors' time to perform their Section 1110 obligations.

At the Debtors' behest, the U.S. Bankruptcy Court for the Southern
District of New York approves Section 1110(b) Stipulations with
respect to 28 Aircraft bearing these FAA Registration Nos.:

       N242WA      N373DL      N403CA      N653DL
       N245WA      N3746H      N616DL      N821CA
       N307WA      N3746H      N617DL      N925DL
       N308WA      N3748Y      N618DL      N960DL
       N309WA      N374DL      N634DL      N633DL
       N313WA      N375DL      N641DL      N120DL
       N3301       N376DL      N645DL      N123DN

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities.  (Delta Air Lines Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENTECH ENVIRONMENTAL: Mendoza Berger Raises Going Concern Doubt
---------------------------------------------------------------
Mendoza Berger & Company, LLP, expressed substantial doubt about
Entech Environmental Technologies, Inc.'s ability to continue as a
going concern after it audited the Company's financial statements
for the fiscal year ended Sept. 30, 2005.  The auditing firm
pointed to the Company's significant losses.

The Company's former auditors, Russell Bedford Stefanou
Mirchandani LLP, also expressed substantial doubt about Entech's
ability to continue as a going concern after auditing the
Company's financial statements for fiscal year 2004.

                   Fiscal Year 2005 Results

In its annual report for the fiscal year ended Sept. 30, 2005,
delivered to the Securities and Exchange Commission on Jan. 13,
2005, Entech reported a $1,231,260 net loss on $6,225,031 of
revenue, versus a $28,917,091 net loss on $1,703,148 of revenue in
the prior year.

The Company's balance sheet showed $1,905,974 in total assets and
liabilities of $2,996,409, resulting in a stockholders' deficit of
$1,090,435.  At Sept. 30, 2005, the Company had negative working
capital of $1.4 million.

Entech Environmental Technologies, Inc., fka Cyber Public
Relations, Inc., through its H.B.Covey subsidiary, provides
construction and maintenance services to petroleum service
stations in the southwestern part of the United States of America,
and provides installation services for consumer home products in
Southern California.

The HBC subsidiary is a 58 year old construction and maintenance
company that specializes in construction and maintenance services
for the retail petroleum industry, commercial and industrial
users, municipal organizations, and in support of major equipment
manufacturers.


EXOPACK HOLDING: Moody's Rates $235 Mil. Sr. Unsec. Notes at B2
---------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Exopack Holding
Corporation's $235 million senior unsecured notes due 2014.  In
addition, Moody's assigned a B2 corporate family rating and a
stable outlook.  Concurrently, Moody's also assigned a SGL-3
speculative grade liquidity rating indicating adequate liquidity.

On Oct. 13, 2005, an affiliate of Sun Capital Partners Group, Inc.
acquired Exopack LLC for $245.8 million.  Subsequent to the
acquisition, Exopack LLC was merged with Cello-Foil Holding Corp.,
an existing portfolio company of Sun Capital.  The combined
entity, Exopack Holding Corp., is a leading designer and
manufacturer of paper-and-plastic based flexible packaging and
operates 16 manufacturing facilities in the United States and
Canada.  The company will be capitalized with $235 million of debt
and contributed equity of $75 million from Sun Capital.

The B2 ratings of Exopack primarily reflect the company's modest
aggregate scale of operations and lack of diversification with
operations solely in North America.  As a result, this may limit
flexibility to improve operating margins.  Weak margins
historically may indicate opportunities for management to initiate
improvements however, the high degree of fragmentation in the
industry along with the scale and diversification issues may limit
cost improvement over time.  Furthermore, it may be difficult to
increase margins through price increases.  Consequently, financial
leverage may remain at current levels longer than the near term
and should margin improvement occur, Moody's expects that Exopack
will consider debt-financed acquisitions to fund external growth.

Exopack's ratings are supported by:

   * a relevant market position in the flexible packaging
     industry;

   * relative margin stability through a contract structure that
     facilitates the ability to pass-through cost increases;

   * a number of long-term customer relationships; and

   * adequate liquidity.

The stable outlook reflects Moody's view that key rating factors
are not likely to change over the near term.  However, a sustained
improvement in pricing and successful cost reductions resulting in
a sustained improvement in operating performance and liquidity
would likely result in higher ratings.  

Factors that would negatively impact the ratings would be:

   * deterioration in credit metrics;
   * debt-financed acquisitions; or
   * a material impairment in liquidity.

With respect to liquidity, Moody's views Exopack's liquidity
arrangements as reasonable for its anticipated needs.  The company
has access to a $45 million, 5-year working capital facility.
Exopack is likely to meet its cash obligations through internal
resources, however, the size of the credit facility is relatively
modest and cash on the balance sheet is low.  Furthermore, the
company does not currently own any assets that can be sold in the
near term to satisfy a liquidity need.  The credit facility has no
financial covenants.

Exopack Holding Corp., headquartered in Spartanburg,
South Carolina, is a designer, manufacturer, and supplier of
flexible packaging products.


FLYI INC: Courts Okays Payment of Benefits to Terminated Employees
------------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates will terminate or furlough
2,520 employees as a result of the discontinuation of their
operations.  Brendan Linehan Shannon, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, notes that 1,300
of these employees are represented for collective bargaining
purposes by unions, while 1,220 of them are non-union employees.

The Debtors seek authority from the U.S. Bankruptcy Court for the
District of Delaware to pay to, or on behalf of, those employees
terminated or furloughed:

     (a) unpaid compensation, business expenses and existing
         benefits that accrued postpetition;

     (b) the priority amounts of any unpaid Compensation, Business
         Expenses and Existing Benefits due to employees that
         accrued prepetition, or that are calculated by reference
         to that certain prepetition priority period, up to the
         statutory cap of $10,000 per employee; and

     (c) medical benefits.

The Debtors estimate that the aggregate cost to their estates for
the termination benefits to be paid to non-union employees will
be $6,040,000, and $5,260,000 for union employees.

The Debtors believe that the payment of the Union Termination
Benefits is generally consistent with the existing collective
bargaining agreements, though there may be instances in which the
CBAs would provide for payments upon furlough or termination of
certain non-priority prepetition amounts.  To the extent that the
Court finds that the payment of the Union Termination Benefits
differs in any way from the obligations imposed by the CBAs, the
Debtors also seek the Court's permission to modify the CBAs
pursuant to Section 1113(e) of the Bankruptcy Code so that the
proposed payment satisfies the requirements of the CBAs as
modified.

                        *     *     *

The Court approves the payment of the Termination Benefits and
any amounts due to terminated or furloughed employees.  To the
extent necessary, the CBAs are temporarily modified pursuant to
Section 1113(e) of the Bankruptcy Code in a manner that the
payment upon furlough or termination satisfies the requirements
of the CBAs.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLYI INC: Committee Wants Giuliani Capital as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in FLYi,
Inc., and its debtor-affiliates chapter 11 cases, seeks permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain Giuliani Capital Advisors LLC as its financial advisors
effective as of Nov. 15, 2005.

Giuliani Capital is expected to:

    (a) advise the Committee regarding the Company's business
        plans, cash flow forecasts, financial projections and cash
        flow reporting;

    (b) advise the Committee with respect to capital
        restructuring, sale and financing alternatives;

    (c) advise the Committee regarding financial information
        prepared by the Company and its coordination of
        communication with interested parties;

    (d) advise the Committee in preparing for, meeting with, and
        presenting information to interested parties and their
        advisors;

    (e) advise the Committee in the development of a plan of
        reorganization and negotiation with parties-in-interest or
        in the sale of Company assets;

    (f) advise the Committee as to the Company's proposals from
        third parties for new sources of capital or the sale of
        the Company, and advise on the positioning and preparation
        of marketing materials;

    (g) assist and advise the Committee and its counsel in the
        development, evaluation and documentation of any plan of
        reorganization or strategic transactions;

    (h) provide testimony in the Bankruptcy Court in connection
        with the services they will provide; and

    (i) other services as may be requested by the Committee and
        agreed to by Giuliani Capital.

Elizabeth Borrow, managing director of Giuliani Capital Advisors,
relates that the firm has represented official committees of
unsecured creditors in several recent bankruptcy proceedings in
the airline industry.

Ms. Borrow assures Judge Walrath that Giuliani Capital does not
represent any entity having an adverse interest in connection
with the Debtors' cases, except as disclosed to the Court.

The firm will charge $150,000 per month for the first two months
of its engagement, and $100,000 per month thereafter, plus
reimbursement of actual and necessary expenses incurred.

On termination of Giuliani Capital's engagement, a prorated
portion of the Monthly Advisory Fee will be returned to the
Debtors to adjust for any partial month period in the month of
that termination.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FLYI INC: Court Lets Loudoun Present Sight Draft to Wachovia
------------------------------------------------------------
Victoria Counihan, Esq., at Greenberg Traurig LLP, in Wilmington,
Delaware, relates that on July 19, 2000, Atlantic Coast Airlines
Holdings, Inc., entered into a First Amendment to Lease with
National Build To Suite Loudoun Gateway III, LLC, for the lease
of a commercial building located at 45200 Business Court, Dulles,
Loudon County, Virginia.  National Build is Loudoun Gateway III
LLC's predecessor-in-interest or assignee.

The entire building is used as FLYi, Inc., and its
debtor-affiliates headquarters.

Under the Lease, Atlantic Coast was offered the option of
electing to post a letter of credit in substitution of a cash
security deposit.  Thus, Atlantic Coast secured an Irrevocable
Standby Letter of Credit from Wachovia Bank, N.A.

The Letter of Credit has expired on Dec. 31, 2005, and Loudon
Gateway has been formally substituted as the replacement
beneficiary of the Letter of Credit.

Monthly rent under the lease is due and payable in advance by
Atlantic Coast as tenant on the first day of each month.  Ms.
Counihan notes that Atlantic Coast did not pay the rent due on
Nov. 1, 2005, and pursuant to the terms of the L/C, any
monetary default under the Lease justifies Loudon Gateway to
resort to the presentation of a sight draft to Wachovia Bank as
against the Letter of Credit.

However, under the terms of the lease, non-payment of a rent
obligation owed to Loudon Gateway as landlord does not mature to
the level of an event of default until Atlantic Coast receives
the notice of nonpayment.  Due to the commencement of Atlantic
Coast's Chapter 11 case, Loudon Gateway is precluded from sending
the notice to Atlantic Coast due to the imposition of the
automatic stay.

As a result, Loudon Gateway is prevented from sending the notice
even if it is a pre-condition for drafting Wachovia Bank for
payment of rent from purely non-estate funds.

Hence, Loudon Gateway asks the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay to permit it to
send Atlantic Coast the notice as a means of triggering its right
to collect rent due pursuant to the Letter of Credit.

Without admitting that an Event of Default exists under the
Lease, Atlantic Coast or FLYi, Inc., consented to:

     -- the modification of the automatic stay to the extent
        necessary to allow Loudon Gateway to present a sight draft
        to Wachovia for payment under the L/C; and

     -- the acceptance by Wachovia of the sights draft delivered
        by Loudon as satisfying all of the requirements of the L/C
        for payment of $176,916 due for November 2005 rent.

                           *     *     *

Judge Walrath modifies the automatic stay only to the extent to
allow Loudon Gateway to present a sight draft to Wachovia as to
the L/C and for payment of the November 2005 rent.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  As of Sept. 30, 2005, the Debtors listed
assets totaling $378,500,000 and debts totaling $455,400,000.
(FLYi Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FOAMEX INT'L: Committee Objects to Dow Chemical Settlement Pact
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 30, 2005,
pursuant to the U.S. Bankruptcy Court for the District of
Delaware's Final Critical Vendor Order authorizing Foamex
International Inc., and its debtor-affiliates to pay the
prepetition claims of their Critical Vendors, the Court authorized
the Debtors to pay prepetition invoices of critical vendors
aggregating $33,000,000, including Dow Chemical Corporation's
prepetition claims.

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

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

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

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

                        *     *     *

Kenneth A. Rosen, Esq., at Lowenstein Sandler PC, in Roseland,
New Jersey, points out that the Debtors' request to approve their
settlement agreement with Dow Chemical Company is effectively,
and in substance, a new "critical vendor" motion that is
applicable only to Dow Chemical.

Although the Critical Vendor Order, dated October 17, 2005,
authorized the Debtors to pay prepetition claims to certain
vendors -- including approximately $22,500,000 owed to Dow --
it did not authorize the Debtors to waive claims, including any
avoidance action claims, against those suppliers who accepted the
payments.

Mr. Rosen notes that Dow received in excess of $29,000,000 in
payments within 90 days of the Petition Date.  He says that the
payments may constitute preferential transfers under Section 547
of the Bankruptcy Code.  However, the Debtors did not disclose
the payments in their request, nor is there any evidence that the
Debtors have fully analyzed the validity of preference claims
related to those transfers and any defenses.

Thus, the Official Committee of Unsecured Creditors objects to
the Debtors' request because it seeks to waive the right of their
estates to pursue avoidance actions against Dow.

Mr. Rosen explains that avoidance action claims are not subject
to security interests.  He contends that approval of the Debtors'
request will effectively eliminate one of the few unencumbered
assets that may be available to unsecured creditors.  Given the
nature of the Debtors' cases, in which their Plan of
Reorganization offers de minimus value to the unsecured
creditors, it is unfair and inequitable to allow the Debtors to
waive substantial claims to be recovered by the estates for the
benefit of unsecured creditors.

Furthermore, Mr. Rosen points out that the Debtors have not
presented any evidence that paying $23,000,000 of prepetition
debt to one unsecured creditor and waiving in excess of
$29,000,000 in potential preference payments will benefit the
remaining unsecured creditors.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of    
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


GALVEX HOLDINGS: Case Summary & 47 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Galvex Holdings Limited
             7 Times Square, 35th Floor
             New York, New York 10036

Bankruptcy Case No.: 06-10083

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Galvex Capital, LLC                        06-10082
      Galvex Estonia OU                          06-10084
      Galvex Intertrade OU                       06-10085
      Galvex Trade Limited                       06-10086

Type of Business: The Galvex group of companies operates the
                  largest independent galvanizing line in Europe.
                  The Debtors has offices in New York, Tallinn,
                  Bermuda, Finland, Ukraine, Germany and the
                  United Kingdom.  The Group is privately owned
                  but is backed by a cross of European syndicate
                  of banks.  See http://www.galvex.com/

Chapter 11 Petition Date: January 17, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtors' Counsel: David Neier, Esq.
                  Winston & Strawn
                  200 Park Avenue
                  New York, NY 10166-4193
                  Tel: (212) 294-5318
                  Fax: (212) 294-4700

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

A. Galvex Holdings Limited's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Coudert Brothers                 Trade Debt            $310,428
114 Avenue of the Americas
New York, NY 10036

Allen & Overy LLP                Trade Debt            $149,669
One New Change
London EC4M 9QQ
United Kingdom

Weil Gotshal & Manges            Trade Debt            $105,079
767 Fifth Avenue
New York, NY 10153

LeBeof Lamb Green MacRae         Trade Debt             $71,731
No. 1 Minster Court
Mincing Lane
London EC3R 7AA
United Kingdom

Drinker Biddle & Reath           Trade Debt             $33,608

Holman Fenwick & Willan          Trade Debt             $28,473

Orrick Herrington & Sutcliffe    Trade Debt             $10,688

Marsh Inc.                       Trade Debt              $6,382

Tark & Co.                       Trade Debt              $2,529

B. Galvex Capital, LLC's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Drinker Biddle & Reath           Trade Debt             $33,608
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103

Boston Properties                Trade Debt             $24,024
599 Lexington Avenue
New York, NY 10022

New York State Dep't. of Labor   Trade Debt              $1,953

New York State Insurance Funds   Trade Debt              $1,946

Symantec                         Trade Debt              $1,929

Verizon Wireless                 Trade Debt              $1,858

Marsh Canada Ltd.                Trade Debt              $1,758

T-Mobile                         Trade Debt              $1,443

Verizon                          Trade Debt                $671

Speakeasy                        Trade Debt                $530

Chelsea Computers                Trade Debt                $350

CT Corporation                   Trade Debt                $309

RCN                              Trade Debt                $236

New York State Insurance Funds   Trade Debt                $106

C. Galvex Estonia OU's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Allando Trailways AS             Trade Debt             $60,570
Narva MNT. 53-11
10152 Tallinn, Estonia

Refetra AS                       Trade Debt             $58,610
Koorma 17
74102 Tallinn, Estonia

Boliden Commercial AB            Trade Debt             $48,427
SE-932, 81 Skelleftehamn
Sweden

Eesti Gaas AS                    Trade Debt             $45,141
Liivalaia 9
10118 Tallinn, Estonia

Eesti Gaas AS                    Trade Debt             $40,730
Parnu MNT. 139F
11317 Tallinn, Estonia

Eesti Energia AS                 Trade Debt             $36,368
Laki 24
12915 Tallinn, Estonia

Ahola Transport OY               Trade Debt             $33,915

R.R.S. NV                        Trade Debt             $24,225

MSC Eesti AS                     Trade Debt             $23,333

SP Transit Eesti AS              Trade Debt             $17,933

Falck Eesti AS                   Trade Debt             $12,994

Technomar & Adrem AS             Trade Debt             $12,176

Quadri Grupi AS                  Trade Debt             $11,577

Pohivork OU                      Trade Debt             $11,308

Dispera Baltic OU                Trade Debt             $10,938

Elisa Mobiilsideteenused AS      Trade Debt              $9,228

Puumerkki AS                     Trade Debt              $8,193

Skanska EMV AS                   Trade Debt              $8,008

Kindlused Puhastus OU            Trade Debt              $6,220

Akson Metallitood TU             Trade Debt              $5,343

D. Galvex Trade Limited's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
A/S Severstallat                 Trade Debt          $5,761,983
201 Brivibas Avenue
Rig LV-1039
Latvija

Salzgitter Mannesmann            Trade Debt          $5,228,000
International
Schwannstraus 12
Dusseldorf 40476
Germany

Stemcor UK Ltd.                  Trade Debt            $624,757
Level 27, CityPoint I
Ropemaker Street
London EC2Y 9ST
United Kingdom

Kibar Dis Ticaret A.S.           Trade Debt            $745,689
Tersane Cad.
Bakir Sok.Assan han No. 19
8000 Karakoy, Istanbul
Turkey


GESTION-PRIVEE: Chapter 15 Petition Summary
-------------------------------------------
Petitioner: Manjiro Yamakawa
            Foreign Representative

Debtor: Gestion-Privee Location L.L.C.
        438 Matsuya-cho
        Gojyo-dori Karasuma Higashi Iru, Shimogyo-ku
        Kyoto-shi, Japan 600-8105

Case No.: 06-80071

Type of Business: The Debtor acquires, holds, and sells
                  various real properties.

Chapter 15 Petition Date: January 18, 2006

Court: Middle District of North Carolina (Durham)

Petitioner's Counsel: Robert K. Imperial, Esq.
                      Maupin Taylor, P.A.
                      3200 Beechleaf Court, Suite 500
                      Raleigh, North Carolina 27604-1064
                      Tel: (919) 981-4000
                      Fax: (919) 981-4300

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million


GMAC COMMERCIAL: S&P's Rating on Class H Certs. Tumbles to D
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'D' from
'CCC-' on class H of GMAC Commercial Mortgage Securities Inc.'s
mortgage pass-through certificates from series 1997-C1.

Concurrently, the rating on class G is affirmed at 'B+'.
     
Per the remittance report dated Jan. 17, 2006, class H experienced
a $1.6 million principal loss following the liquidation of an
industrial property in Detroit, Michigan.  The total realized loss
to the trust upon the disposition of the asset was $11.6 million.
The trust has experienced losses totaling $52.5 million to date,
which has caused full principal losses on classes K and J as well
as the partial principal loss on class H.


GOLDMAN SACHS: Fitch Rates Classes IB-4 & IB-5 Certs. at Low-Bs
---------------------------------------------------------------
Fitch Ratings has taken rating actions on these Goldman Sachs
Mortgage Securities Corp. issues:

Series 2002-3F, Group 1:

    * Class IA affirmed at 'AAA'
    * Class IB-1 affirmed at 'AAA'
    * Class IB-2 affirmed at 'AA+'
    * Class IB-3 affirmed at 'BBB'
    * Class IB-4, rated 'BB', placed on Rating Watch Negative
    * Class IB-5, rated 'B', placed on Rating Watch Negative

Series 2004-3F:

    * Class A affirmed at 'AAA'
    * Class B-1 affirmed at 'AA'
    * Class B-2 affirmed at 'A'
    * Class B-3 affirmed at 'BBB'
    * Class B-4 affirmed at 'BB'

Series 2004-7:

    * Class A affirmed at 'AAA'
    * Class M-1 affirmed at 'AA'
    * Class M-2 affirmed at 'A'
    * Class B-1 affirmed at 'BBB'
    * Class B-2 affirmed at 'BB'

Series 2004-8F:

    * Class A affirmed at 'AAA'

Series 2004-9:

    * Class A affirmed at 'AAA'
    * Class B-1 affirmed at 'AA'
    * Class B-2 affirmed at 'A'
    * Class B-3 affirmed at 'BBB'
    * Class B-4 affirmed at 'BB'
    * Class B-5 affirmed at 'B'

Series 2004-10F:

    * Class A affirmed at 'AAA'

Series 2004-12 Group 1:

    * Class IA affirmed at 'AAA'

Series 2004-12 Group 2 & 3:

    * Class A affirmed at 'AAA'
    * Class 2B-1 affirmed at 'AA'
    * Class 2B-2 affirmed at 'A'
    * Class 2B-3 affirmed at 'BBB'
    * Class 2B-4 affirmed at 'BB'
    * Class 2B-5 affirmed at 'B'

The collateral pool consists of 15- to 30-year fixed-rate and
adjustable-rate mortgage loans extended to Prime and Alt-A
borrowers.  The weighted average original loan-to-value ratios
(OLTV) range from 62.60% to 75.30% and the FICO scores range from
719 to 738.  The properties are primarily located in California
and New York.  The mortgage loans were acquired from various
originators, including:

   * Countrywide Home Loans, Inc., and
   * Wells Fargo Bank, N.A.;

and have various servicers, including:

   * Chase Manhattan Mortgage Corporation (rated 'RMS1-' by
     Fitch),

   * Countrywide Home Loans Inc., and

   * Wells Fargo Bank, N.A. (both of which are rated 'RSP1' by
     Fitch).

The affirmations affect approximately $2.93 billion in outstanding
certificates and reflect adequate relationships of credit
enhancement to future loss expectations.

The classes IB-4 and IB-5 of series 2002-3F (approximately
$145,659) have been placed on Rating Watch Negative due to the
higher than expected delinquency level.  Although the deal has not
suffered significant losses to date, Fitch is concerned with the
high percentage of delinquent loans that have persisted in the
foreclosure bucket for the past five months.  The current
foreclosure level (8.23% of current pool balance) poses a
significant threat to the future credit support to classes IB-4
and IB-5, which have CE levels of 3.16% and 2.10% (originally
0.30% and 0.20%), respectively.

In addition, Fitch's inability to obtain current collateral
valuations relating to delinquent loans hinders its ability to
conduct a thorough analysis of the performance of this
transaction.  Fitch will continue to closely monitor the
delinquencies and losses.  When the loans in foreclosure are
liquidated and the losses are realized or when Fitch receives
current valuation/appraisal data, the ratings will be reassessed.

As of the December 2005 distribution date, the pool factors of the
aforementioned transactions (current principal balance as a
percentage of original) range from 7% (series 2002-3F) to 78%
(series 2004-10F) and are seasoned from a range of 43 (series
2002-3F) months to 14 months (series 2004-12).


GOODING'S SUPERMARKETS: Hires Lowndes Drosdick as Special Counsel
-----------------------------------------------------------------
Gooding's Supermarkets, Inc., dba Gooding's, sought and obtained
permission from the U.S. Bankruptcy Court for the Middle District
of Florida to employ Lowndes, Drosdick, Doster, Kantor & Reed,
P.A., as its special counsel.

Lowndes Drosdick will represent the Debtor in connection with
these litigation matters:

   a) a lawsuit for breach of contract, fraud and other claims
      brought by the Debtor against Water Tower Retail, LLC and
      Unicorp National Developments, Inc.  The landlords seek over
      $7 million in damages.

   b) a damage action against Water Tower Retail, LLC.  Although
      this action will be stayed, the Debtor anticipates that
      there will be stay litigation with regard to this case.

   c) a case against Philip Hirsch Special for declaratory relief
      related to a former lease in Brevard County.

   d) the Winn Dixie case in connection with a number of claims
      asserted by the Debtor against Winn Dixie arising out of the
      sale of approximately nine former Gooding's supermarkets to
      Winn Dixie in 2000.

The Firm will also provide services with respect to the Debtor's
real estate and loan matters.

Matt E. Beal, Esq., a partner at Lowndes Drosdick, discloses the
Firm's professionals bill:

          Professional                Hourly Rate
          ------------                -----------
          William Dymond                  $375
          Matt E. Beal                    $340
          Todd Pittenger                  $340
          Mitchell Grodman                $240

To the best of the Debtor's knowledge, Lowndes Drosdick holds no
interest adverse to the Debtor or its estate.

Lowndes, Drosdick, Doster, Kantor & Reed, P.A. --
http://www.lowndes-law.com/-- a full-service law firm.

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).    
When the Debtor filed for protection from its creditors, it listed
estimated assets of $1 million to $10 million and estimated debts
of $10 million to $50 million.


GUILLERMO RODRIGUEZ: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Guillermo Vaello Rodriguez
        P.O. Box 51489
        Levittown Station, Puerto Rico 00950

Bankruptcy Case No.: 06-00093

Chapter 11 Petition Date: January 17, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  Victor Gratacos Law Office
                  P.O. Box 7571
                  Caguas, Puerto Rico 00726
                  Tel: (787) 746-4772
                  Fax: (787) 746-3633

Total Assets: $1,169,225

Total Debts:  $1,116,000

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Banco Popular                 Credit card debt            $1,000
P.O. Box 362708
San Juan, PR 00936-2708


HAPPY KIDS: Wants Until March 1 to Decide on Three Leases
---------------------------------------------------------
Happy Kids Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to extend, until
Mar. 1, 2006, the period during which they can elect to assume,
assume and assign, or reject three nonresidential real property
leases.

The Debtors are parties to three leases located at:

    1. 100 West, 33rd Street, 11th Floor, New York, New York;

    2. 152 Ridge Road, Dayton, New Jersey; and

    3. 909 B South Walton Boulevard, Suite 7, Bentonville,
       Arkansas.

The Debtors tell the Court that Wear Me Apparel Corp. has already
assumed the New York and New Jersey lease.  The Debtors say that
although the closing occurred on Nov. 30, 2005, the Debtors and
Wear Me are still in the process of finalizing the documentation
implementing the lease assumptions.  The Debtors further say that
they believe the Arkansas lease will be ultimately rejected.

The Debtors say that the extension would allow them to finalize
the two lease assumptions to Wear Me and make a decision whether
to reject or sell the remaining Arkansas lease.

The Debtors assure the Court that they have been current on their
postpetition obligations.  The Debtors also disclose that Wear Me
has assumed the payment obligations post-closing date of the New
York and New Jersey leases.

Headquartered in New York, New York, Happy Kids Inc. and its
affiliates are leading designers and marketers of licensed,
branded and private label garments in the children's apparel
industry.  The Debtors' current portfolio of licenses includes
Izod (TM), Calvin Klein (TM) and And1 (TM).  The Company and its
debtor-affiliates filed for chapter 11 protection on Jan. 3, 2005
(Bankr. S.D.N.Y. Case No. 05-10016).  Sheldon I. Hirshon, Esq., at
Proskauer Rose LLP, represents the Debtors in their restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed total assets of $54,719,000 and total debts of
$82,108,000


HARBOR PACIFIC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harbor Pacific LP
        18800 Delaware Street, Suite 670
        Huntington Beach, California 92649

Bankruptcy Case No.: 06-10028

Type of Business: The Debtor is owned by Hany Y. Wasef and
                  Vivian M. Wasef, who filed for chapter 11
                  protection on April 14, 2005 (Bankr. C.D.
                  Calif. Case No. 05-12450).

Chapter 11 Petition Date: January 17, 2006

Court: Central District of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: Martin J. Brill, Esq.
                  Levene, Neale, Bender, Rankin & Brill, L.L.P.
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, California 90067
                  Tel: (310) 229-1234

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Soil Pacific Inc.                Geotechnical            $4,000
675 North Eckhoff, Suite A       Engineering
Orange, CA 92868                 Report for
                                 612-620 Pacific
                                 Coast Highway

Law Offices of Ted Curtis Weitz  Legal Fees              $2,660
15532 Antioch Street, Suite 534
Pacific Palisades, CA 90272

Michael Shomali                  Accounting Fees         $2,500
9732 Callita Street
Arcadia, CA 91007


HASBRO INC: Promotes Brian Goldner to Chief Operating Officer
-------------------------------------------------------------
Brian Goldner, 42, a toy industry veteran who has held a number of
senior posts within the company, has been named Chief Operating
Officer, according to Alfred J. Verrecchia, Hasbro Inc.'s (NYSE:
HAS) President and Chief Executive Officer.

In this new role, Mr. Goldner will have day-to-day responsibility
for all of Hasbro's North American toy and game operations.  In
addition, he will have responsibility for worldwide product
development and the global supply chain.  The International
segment will continue to report to Mr. Verrecchia.

"I am very pleased that Brian will be assuming the role of Chief
Operating Officer," Mr. Verrecchia said.  "He has been at the
forefront of Hasbro's drive to bring innovation and growth to the
toy industry and his tremendous experience and entrepreneurial
spirit will serve him well in his new role."

Mr. Goldner, who most recently served as the company's President,
U.S. Toy Segment, joined Hasbro in 2000 from Bandai America Inc.
where he was Chief Operating Officer.  He is a graduate of
Dartmouth College and serves on the Board of Directors of Bradley
Hospital in Rhode Island.

                 US Toys & Games Units to Merge

The company plans to combine its US Toys and Games segments and
come to market as a single organization in North America.

"This new organization allows us to bring the best and brightest
of both toys and games together for the first time," Mr. Goldner
said.  "It will allow us to re-invest in our business and gives us
opportunities to grow and better serve our customers by bringing
more innovative products to market.  I am very pleased that Frank
Bifulco, previously President of the Games segment will serve as
our Chief Sales Officer responsible for sales and trade marketing
throughout North America."

Headquartered in Pawtucket, Rhode Island, Hasbro, Inc. --
http://www.hasbro.com/-- is a worldwide leader in children's and  
family leisure time entertainment products and services, including
the design, manufacture and marketing of games and toys ranging
from traditional to high-tech.  Both internationally and in the
U.S., its Playskool, Tonka, Milton Bradley, Parker Brothers,
Tiger, And Wizards Of The Coast brands and products provide the
highest quality and most recognizable play experiences in the
world.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2005,
Moody's Investors Service affirmed the Baa3 long-term debt rating
of Hasbro, Inc. and changed the ratings outlook to positive from
stable to reflect the expectation for continued-strong operating
performance and cash flows, leading to further debt reduction and
credit metric improvement over the near-to-intermediate-term.

These ratings were affirmed with a positive outlook:

   * Baa3 senior unsecured debt rating
   * (P)Ba1 rating for subordinated debt


INEOS GROUP: Moody's Assigns (P)B2 Rating to EUR3.1 Billion Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)B2 rating to the
EUR3,105 million of senior secured notes of Ineos Group Holdings
Plc.  Outlook is stable.

Moody's issues provisional ratings in advance of the final sale of
securities, and these ratings only represent Moody's preliminary
opinion.  Upon a conclusive review of the final documentation,
Moody's will endeavour to assign a definitive rating to the
securities.  A definitive rating may differ from a provisional
rating.

On Oct. 7, 2005, Ineos announced the acquisition of Innovene, BP's
olefins and derivatives subsidiary, for approximately $9 billion
cash consideration.  The transaction closed and was funded on
Dec. 16, 2005.  The funding of the consideration included
EUR6,770 million in senior secured facilities and a EUR3,105
million subordinated bridge facility.

On Dec. 20, 2005, Moody's lowered the Corporate Family Rating of
Ineos Group Holding Plc to Ba3 and assigned a (P)Ba3 rating to the
EUR6,770 million Senior Secured Credit Facilities at Ineos Holding
Limited, a subsidiary of Ineos Group Holding Plc.  The proposed
EUR3,105 million senior notes will refinance the subordinated
bridge facility.

The (P)B2 rating assigned to the EUR3,105 million senior notes
recognises the effective and contractual subordination of the
notes in relation to the EUR6,770 million secured bank facilities
(and some secured suppliers), reflected in:

   i) the covenants and provisions of the Senior Secured Credit
      Facilities designed to limit the ability of Ineos Holdings
      Limited and some of its subsidiaries to make payments and
      distributions required to support debt service obligations
      of Ineos Group Holdings Plc;

  ii) the junior ranking of the unsecured Senior Subordinated
      Guarantees provided by Ineos Holdings Limited and some of
      its subsidiaries for the benefit of the noteholders; and

iii) the second lien over shares in Ineos Holdings Limited and
      proceeds of the unsecured high yield funding loan.

Moody's notes that lenders under the Senior Secured Credit
Facilities also benefit from the pledge of all material assets of
Ineos Holdings Limited and its subsidiaries.  In addition, Moody's
notes that local laws in some countries can often limit the
efficiency of the security and guarantees at the time of
enforcement.

Ineos has access to an undrawn EUR700 million revolving credit
facility and EUR125 million undrawn securitization facilities.

The stable outlook continues to reflect an expectation that the
current momentum in petrochemical pricing will continue to benefit
cash generation of the group over the next one to two years,
allowing for the de-leveraging planned by the new shareholders, as
well as contributing to the group's adequate headroom position in
relation to the bank's covenants.

Ineos Group Holdings plc is a diversified and integrated chemicals
group headquartered in Southampton, the United Kingdom.  In 2004,
Ineos reported sales of EUR3.4 billion.  Following the completion
of the Innovene acquisition, the group is estimated to have a
turnover of EUR22 billion and is likely to become the 3rd largest
global petrochemicals company.


JAMES MOYLER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James Edward Moyler, III & Charlotte Johnson Moyler
        6024 Watch Harbour Road
        Midlothian, Virginia 23112-8165

Bankruptcy Case No.: 06-30087

Chapter 11 Petition Date: January 17, 2006

Court: Eastern District of Virginia (Richmond)

Debtors' Counsel: Barry W. Spear, Esq.
                  Barry W. Spear, P.C.
                  729 Thimble Shoals Boulevard, Suite 3-C
                  McCale Professional Park
                  Newport News, Virginia 23606
                  Tel: (757) 591-2742
                  Fax: (757) 591-2744

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

Estimated Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Wexwater LLL                                  $3,500,000
390 Fifth Avenue
New York, NY 10018

Accelerated Assets                              $300,000
255 East Brown Street
Birmingham, MI 48009

John Malone Trust                               $138,500
6012 Moss Creek Road
Midlothian, VA 23112

Yancy Jones                                     $106,500

Marita Hagegard                                  $68,750

R.P. & M.B. Smith                                $54,000

Patricia Howland                                 $36,750

Mrs. J.J. McCarthy, M.D.                         $30,000

Baybridge Builders                               $24,000

GE Capital                                       $12,858

Frank Porter                                     $12,125

Donald Humphries                                 $12,000

Carroll Cooper                                    $7,410

Polly Cooper                                      $7,410

Platinum Plus/MBNA                                $4,850

Ice Gallery                                       $3,200

Brooks Agency                                     $2,800

Charles Brooks                                    $2,800

R.J. Roberts                                      $1,200

Cronimed                                          $1,165


JUNIPER CBO: Fitch Holds Junk Ratings on Five Cert. Classes
-----------------------------------------------------------
Fitch Ratings upgrades one and affirms one class of notes issued
by Juniper CBO 1999-1 Ltd. (Juniper 1999-1):

   * $64,659,460 class A-1 notes upgraded to 'AAA' from 'A+'
   * $34,000,000 class A-2 notes affirmed at 'BB'

The ratings of the class A-3A and A-3B notes remain at 'CC'.  In
addition, the ratings of the class B-1, B-2, and B-2A notes remain
at 'C'.

Juniper CBO 1999-1 is a collateralized bond obligation managed by
Wellington Management Company, LLP.  The collateral of Juniper CBO
1999-1 is composed of high yield corporate bonds.  Payments are
made semi-annually in April and October and the reinvestment
period ended in April 2003.  The deal is currently in an event of
default due to failure to maintain an overcollateralization test
at least equal to 90% of the OC trigger.

According to the most recent trustee report, dated Dec. 2, 2005,
Juniper 1999-1's collateral includes a par amount of $28.54
million (18.98%) defaulted assets.  The class A OC test is failing
at 64.4% with a trigger of 118% and the class B OC test is failing
at 48.5% with a trigger of 107%.  The event of default has not
been cured and the trading ability of the asset manager has been
limited.  The deal is currently amortizing the most senior notes
due to the failure of the class A OC test, which increases the
credit enhancements for these notes.  Since the last rating action
of Dec. 24, 2004, the A-1 notes were paid an additional $39.64
million, and currently have a remaining balance of $64.66 million.

The ratings of the class A notes address the likelihood that
investors will receive full and timely payments of interest, as
per the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.  The rating of
the class B notes addresses the likelihood that investors will
receive ultimate interest and deferred interest payments, as per
the governing documents, as well as the aggregate outstanding
amount of principal by the stated maturity date.

As a result of this analysis, Fitch has determined that the
current ratings assigned to the class A-1 notes no longer reflect
the current risk to noteholders.


KAISER ALUMINUM: Court Okays Amended Salaried Retirees Agreement
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Jan. 4, 2006, Kaiser Aluminum Corporation and its debtor-
affiliates sought the U.S. Bankruptcy Court for the District of
Delaware to approve the Amended and Restated Agreement with the
Official Committee of Salaried Retirees, the United Steel Workers
of America and certain other unions.

The principal terms of the Amended and Restated Agreement are:

   (a) All existing plans, funds and programs maintained or
       established by the Debtors, prior to Feb. 12, 2002,
       that provide medical, surgical, prescription drugs,
       hospital care benefits, or benefits in the event of
       sickness, accident, disability, or death for the Salaried
       Retirees will be terminated;

   (b) The Debtors agree that the termination of Retiree Benefits
       on May 31, 2004, was a one-time bankruptcy-qualifying
       event under the Consolidated Omnibus Budget Reconciliation
       Act of 1985, as amended;

   (c) Eligible participants who elected bankruptcy-COBRA
       coverage during the time period specified by the Debtors
       in 2004 will be entitled to participate in the KACC
       Employees Group Insurance Program for Active Employees;

   (d) Nothing in the Amended and Restated Agreement will
       abridge the right of any individual to exercise his or her
       18-month or 36-month statutory COBRA rights;

   (e) The Debtors will not at any time declare or otherwise
       treat any Salaried Retiree as ineligible for or
       disqualified from receiving any of the COBRA benefits or
       coverage described in the Amended and Restated Agreement,
       on the basis that the Salaried Retiree has received or is
       entitled to receive any distribution or other benefit from
       the voluntary employees' beneficiary association created
       for the benefit of Salaried Retirees;

   (f) The Debtors made an initial $200,000 advance for the
       benefit of the Salaried Retirees' VEBA in June 2004 and
       have made monthly VEBA advances of $300,000 per month from
       June 2004 through the present date, which advances will
       be credited against any cash obligations of the Debtors
       upon the effective date of the Plan;

   (g) The Debtors will make a contribution to the Salaried
       Retirees' VEBA equal to 14.5% of the excess of the Initial
       Availability Amount above $50,000,000; provided, however,
       that in no event will the contribution be more than the
       Salaried Retirees' allocable share of $36,000,000;

   (h) The Debtors will make a variable contribution under the
       Retiree Insurance Profit Sharing Plan; and

   (i) The Debtors will contribute the Residual Value of KACC
       and Kaiser Bellwood to the Salaried Retirees' VEBA.

                            *    *    *

Judge Fitzgerald grants the Debtors' request.  The Court directs
Kaiser Aluminum Corporation to consummate the Amended and Restated
Agreement and take all actions and enter into all transactions and
agreements that it deems necessary or appropriate to consummate or
otherwise implement the agreement.

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


KAISER ALUMINUM: Law Debenture Wants Funds Distribution Stayed
--------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Jan. 6, 2006, Judge Judith Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware found that the claims of holders of
12-3/4% Senior Subordinated Notes against Alpart Jamaica Inc. and
Kaiser Jamaica Corporation, and Kaiser Alumina Australia
Corporation and Kaiser Finance Corporation are contractually
subordinated to the claims of holders of the 9-7/8% Senior Notes
and 10-7/8% Senior Notes against the Liquidating Debtors.

Accordingly, Judge Fitzgerald overruled the objections filed by
Law Debenture Trust Company of New York and Liverpool Limited
Partnership to the joint plans of liquidations of the Liquidating
Debtors.

            Law Debenture Wants Ruling on Fees Revised

Law Debenture Trust Company of New York asks the Bankruptcy Court
to reconsider the Guaranty Decision issued on December 22, 2005,
overruling its objection to the subordination of its fees and
expenses under the Liquidation Plans.

The Fee Objection appears to have been overruled based, at least
in part, upon a factual error by the Bankruptcy Court that
modifications to the Subsidiary Plans now provide for the payment
of fees asserted by Law Debenture, Francis A. Monaco, Esq., at
Monzack and Monaco, P.A., in Wilmington, Delaware, contends.

In its December 22 Memorandum Opinion, the Bankruptcy Court found
that the Subsidiary Plans were modified to provide for the payment
of Law Debenture's fees, and that the Confirmation Order similarly
provides for the payment of those fees.

Mr. Monaco, however, notes that the Subsidiary Plans were not
modified to provide for the payment of Law Debenture's Fees, as
required by the 1993 Indenture and applicable law.

"While the Subsidiary Plans do provide for the payment of the
1994/96 [Parties'] fee and costs, no similar provision appears to
have been made for [Law Debenture], and 100% of the "Public Note
Distributable Consideration" is still to be distributed to the
1995/96 Indenture Trustees, Mr. Monaco points out.

             Law Debenture Wants Distribution Stayed

Law Debenture, in the alternative, asks Judge Fitzgerald to
continue the stay imposed on the Guaranty Decision pending
completion of its appeal.  Law Debenture will take an appeal from
the Guaranty Decision to the U.S. District Court for the District
of Delaware.

Pursuant to the Confirmation Order, the Bankruptcy Court directed
the distribution trustee appointed under the Plans to set aside
certain disputed funds in a trust account pending resolution of
the Guaranty Subordination Dispute.

Mr. Monaco explains that absent continuation of the stay, the
Distribution Trustee will distribute the Disputed Funds to the
Indenture Trustees for the 1994 Notes and 1996 Notes.  The
1994/96 Indenture Trustees have not provided any assurances that
they will retain possession of the Disputed Funds in interest-
bearing accounts.

If the 1994/96 Indenture Trustees make further distributions of
the Disputed Funds to the holders of the 1994 Notes and 1996
Notes, many of whom are retail customers and other varied and
widespread parties, then it may be more difficult to recover the
monies in the event of a reversal on appeal, Mr. Monaco points
out.

Law Debenture may seek recovery directly from the 1994/96
Indenture Trustees as the parties who received the Disputed Funds
from the Debtors' estates, but the 1994/96 Indenture Trustees may
seek to assert that Law Debenture must pursue its recoveries
directly against the persons to whom the 1994/96 Indenture
Trustees made further distributions, Mr. Monaco says.  If the
1994/96 Indenture Trustees are successful in that assertion, then
it will be virtually impossible for Law Debenture to obtain a full
recovery should the Court's Guaranty Decision be reversed on
appeal.

Law Debenture wants the Distribution Trustee to continue to hold
the Disputed Funds in existing interest-bearing account pending
resolution of the appeal.

Law Debenture clarifies that it will not take an appeal from the
Confirmation Order.  All other aspects of the Confirmation Order,
including implementation of various settlements, can, and will,
proceed under the Confirmation Order, notwithstanding the appeal.

Liverpool Limited Partnership supports Law Debenture's request for
a stay.

                      Plan Proponents Object

The Liquidating Debtors, the Official Committee of Unsecured
Creditors, U.S. Bank National Association -- as indenture trustee
for the holders of the 10-7/8% Notes -- an ad hoc group of holders
of the Senior Notes, and certain holders and the indenture trustee
for the 7-3/4% SWD Revenue Bonds are proponents under the plans of
liquidation.

On the Plan Proponents' behalf, Kimberly Newmarch, Esq., at
Richards, Layton & Finger, in Wilmington, Delaware, contends that
Law Debenture' s request for reconsideration is based on the fact
that the Court's Memorandum Opinion reflects the mistaken
conclusion that the Fee Objection had been consensually approved.  
Law Debenture's request for reconsideration does not present a
change in controlling law, offer any new evidence or establish a
need to correct a clear error of law with respect to the Court's
ruling.

"Law Debenture . . . simply redirects the Court to the arguments
contained in the Fee Objection," Ms. Newmarch asserts.

Ms. Newmarch maintains that the Fee Objection was thoroughly
argued at the May 2, 2005 hearing at which time the Court ruled
that if it determined that the Senior Subordinated Notes are fully
subordinated, the Fee Objection would have to be overruled.  
Because the Court has determined that the Senior Subordinated
Notes are fully subordinated, the Fee Objection should be
overruled for the reasons the Court expressed on the record at the
May 2 hearing.

The Plan Proponents also want Law Debenture's request for a stay
denied.

Ms. Newmarch tells Judge Fitzgerald that Law Debenture cannot:

   -- establish a strong likelihood of success on appeal.  Its
      interpretation of the Subordinated Note Indenture was --
      and remains -- absurd;

   -- demonstrate that it would suffer irreparable harm if
      the stay is not granted.  Distributions to the Senior
      Noteholders can be conditioned on each holders'
      agreement to disgorge the funds and to submit to the
      Court's jurisdiction to enforce those agreements in the
      inconceivable event that the Court's Order is overturned
      on appeal;

   -- demonstrate that other parties would not be substantially
      prejudiced by a stay.  A stay would deprive the holders of
      the Senior Notes of approximately $200,000,000 in immediate
      cash distributions and substantial interest income that
      they would otherwise earn during the appeal.  Continued
      delay in receiving plan distributions and loss of interest
      is widely recognized as the type of "substantial harm"
      warranting denial of a stay; and

   -- establish that public interest favors creditors promptly
      receiving distributions under confirmed Chapter 11 plans
      and disfavors out-of-the-money subordinated noteholders
      pursuing vexatious theories in an attempt to evade
      contractually bargained-for subordination provisions and
      obtain unfair negotiating leverage.

If the Court is inclined to grant a stay, the Plan Proponents ask
for a $25,000,000 annual supersedeas bond that would fully
compensate the holders of the Senior Notes for all lost interest
and delay damages during the two years or more that the Appeal
case will run.

               Deutsche Bank Agrees to Keep Funds

Deutsche Bank Trust Company, National Association, serves as the
successor indenture trustee under an Indenture dated as of
February 17, 1994.  

In the event Law Debenture's request is granted and a stay is
imposed, Deutsche Bank Trust informs the Court that it is both
willing and able to hold the Disputed Funds in reserve.  Deutsche
Bank Trust believes that it is in the interest of all parties that
it should hold the distributions.

Deutsche Bank Trust suggests that any order denying Law
Debenture's request should contain explicit direction to the
Distribution Agent and the Senior Indenture Trustees with respect
to distributions to holders of the Senior Notes.

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


LIONEL LLC: Wants Excl. Plan-Filing Period Extended Until July 31
-----------------------------------------------------------------
Lionel LLC and its debtor-affiliate asks the U.S. Bankruptcy Court
for the Southern District of New York to extend, until July 31,
2006, the time within which they can alone can file a chapter 11
plan.  The Debtors also ask the Court for more time to solicit
acceptances of that plan from their creditors, until Sept. 30,
2006.

The Debtors are currently involved in a lawsuit with Mike's Train
House over allegations of trade secrets theft and that case is
pending before the U.S. Court of Appeals for the Sixth Circuit.  
The Debtor believes a decision from the Sixth Circuit may not be
expected until late 2006 or early 2007.

No plan of reorganization can be confirmed in the Debtors'
bankruptcy cases until a resolution of the MTH Litigation is
resolved because the outcome of that case can affect the terms of
their proposed chapter 11 plan.

The requested extension is necessary to give the Debtors more time
to resolve the MTH Litigation before the appeals court and to
negotiate with the Unsecured Creditors Committee and other
parties-in-interest in formulating the terms of a consensual plan.  

The Court will convene a hearing at 10:00 a.m., on Jan. 24, 2006,
to consider the Debtor's request.

Headquartered in Chesterfield, Michigan, Lionel LLC --
http://www.lionel.com/-- is a marketer of model train products,  
including steam and die engines, rolling stock, operating and non-
operating accessories, track, transformers and electronic control
devices.  The Company filed for chapter 11 protection on Nov. 15,
2004 (Bankr. S.D.N.Y. Case No. 04-17324).  Abbey Walsh Ehrlich,
Esq., at O'Melveny & Myers, LLP, represents the Debtors on their
restructuring efforts.  When the Company filed for protection from
its creditors, it estimated assets between $10 million and $50
million and estimated debts more than $50 million.


LUCENT TECH: Expects to Report $2.05 Bil. Revenues for First Qtr.
-----------------------------------------------------------------
Lucent Technologies (NYSE: LU) reported that while it had
previously anticipated annual revenues for fiscal 2006 to increase
on a percentage basis in the mid-single digits, it now expects
annual revenues to be essentially flat or increase in the
low-single digits for the year.

Lucent expects revenues for the first quarter of fiscal 2006,
which ended Dec. 31, 2005, to be about $2.05 billion, subject to
the completion of its quarterly closing process, as compared with
$2.43 billion for the prior quarter, which ended Sept. 30, 2005.   
The sequential decline is primarily driven by lower sales in the
United States and China.  The company also said it expects
revenues in the second half of the fiscal year to be significantly
higher than the first half of the year.

"As a result of the first-quarter performance and a review of our
expectations for the remainder of the year, we believe it is
prudent to change our full-year revenue guidance at this time,"
said Lucent Technologies Chairman and CEO Patricia Russo.  "While
we are clearly disappointed, we consider this to be a temporary
setback to the progress we have made, and we are confident that
our performance will be much stronger for the remainder of the
year.

"Our customers continue investing in the next generation of
networks that will be based on IMS, and despite this quarter's
results, we continue to see opportunities in the market that align
with our strengths and investments in IMS, 3G mobile, services,
next-gen optical and access.  As always, we will continue to look
at ways to profitably grow the top line, broaden our customer base
and improve our cost structure," said Mr. Russo.

Mr. Russo also disclosed that Lucent Chief Financial Officer Frank
D'Amelio, 48, has been appointed the company's chief operating
officer.  As COO, Mr. D'Amelio will work with Mr. Russo and will
be responsible for leading the operations of the business
including sales, the product groups, the services business, the
supply chain, IT operations and labor relations.  Mr. D'Amelio
will continue in his role as chief financial officer until a
successor is named.

The company will provide more details on its financials when it
discloses its quarterly results on Tuesday, Jan. 24.  Investors
and others are invited to listen to the quarterly conference call,
which will be broadcast live over the Internet on Tuesday,
Jan. 24, at 8:30 a.m. Eastern Time (ET).  The call will be
available for replay on Lucent's Web site through Jan. 31, at
http://www.lucent.com/investor/

Lucent Technologies -- http://www.lucent.com/-- designs and   
delivers the systems, services and software that drive next-
generation communications networks.  Backed by Bell Labs research
and development, Lucent uses its strengths in mobility, optical,
software, data and voice networking technologies, as well as
services, to create new revenue-generating opportunities for its
customers, while enabling them to quickly deploy and better manage
their networks.  Lucent's customer base includes communications
service providers, governments and enterprises worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 28, 2005,
Fitch Ratings has upgraded Lucent Technologies:

     -- Issuer default rating to 'BB-' from 'B';
     -- Senior unsecured debt to 'BB-' from 'B';
     -- Subordinated convertible debentures to 'B' from 'CCC+'
     -- Convertible trust preferred securities to 'B' from 'CCC+'.


MAGIC 4: Case Summary & 27 Largest Unsecured Creditors
------------------------------------------------------
Lead Debtor: Magic 4 Properties LLC
             41743 Enterprise Circle North, Suite 106
             Temecula, California 92590

Bankruptcy Case No.: 06-10091

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      IUSA Financial Corporation                 06-10092
      Independent USA                            06-10093

Type of Business: The Debtors are affiliates of Newport Bradley
                  Properties Inc., which filed for chapter 11
                  protection on Nov. 14, 2005 (Bankr. C.D. Calif.
                  Case No. 05-50067) and The Bently Foundation,
                  which filed for chapter 11 protection on
                  Jan. 12, 2006 (Bankr. C.D. Calif. Case No.
                  06-10065).

Chapter 11 Petition Date: January 17, 2006

Court: 06-10091

Judge: Peter Carroll

Debtors' Counsel: Robert B. Rosenstein, Esq.
                  Rosenstein & Hitzeman, AAPLC
                  28605 Mercedes Street
                  Temecula, California 92590
                  Tel: (951)-296-3888
                  Fax: (951) 296-3889

                         Estimated Assets   Estimated Debts
                         ----------------   ---------------
Magic 4 Properties LLC   $1 Million to      $1 Million to
                         $10 Million        $10 Million

IUSA Financial           $1 Million to      $1 Million to
Corporation              $10 Million        $10 Million

Independent USA          $1 Million to      $1 Million to
                         $10 Million        $10 Million

A. Magic 4 Properties LLC's 13 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Bullett Distribution                             $0
   7091 Bellgrage Avenue
   Garden Grove, CA 92841

   City of Lake Elsinore                            $0
   130 South Main Street
   Lake Elsinore, CA 92530

   Wendt Memorial Foundation                        $0
   c/o Aaron Wendt Hidden Eye Security
   42320 Via Nortada
   Temecula, CA 92590

   5 Star General Contracting, Inc.            Unknown
   15023 Amorose Street
   Lake Elsinore, CA 92530

   Daniel Hernandez                            Unknown
   c/o Michael Dawe, Esq.
   2122 North Broadway, Suite 200
   Santa Ana, CA 92706

   Employment Development Department           Unknown
   Bankruptcy Group MIC 92E
   P.O. Box 826880
   Sacramento, CA 94280-0001

   Franchise Tax Board                         Unknown
   Attn: Bankruptcy
   P.O. Box 2952
   Sacramento, CA 95812-2952

   Internal Revenue Service                    Unknown
   Insolvency Group 1
   290 North "D" Street
   San Bernardino, CA 92401-1734

   Paul Johnson                                Unknown
   P.O. Box 359
   Simi Valley, CA 93062

   Reliable Trust Deed Services                Unknown
   19510 Ventura Boulevard, Suite 214
   Tarzana, CA 91356

   Richard Schoffstall, et al.                 Unknown
   19131 Highway 18, Suite 18
   Apple Valley, CA 92307

   Riverside County Treasurer                  Unknown
   Tax Collector
   1080 Lemon Street
   Riverside, CA 92502

   The Cambridge Foundation                    Unknown
   c/o William Tully
   8590 Malven #213
   Rancho Cucamonga, CA 91730

B. IUSA Financial Corporation's 7 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Employment Development Department           Unknown
   Bankruptcy Group MIC 92E
   P.O. Box 826880
   Sacramento, CA 94280-0001

   Franchise Tax Board                         Unknown
   Attn: Bankruptcy
   P.O. Box 2952
   Sacramento, CA 95812-2952

   Internal Revenue Service                    Unknown
   Insolvency Group 1
   290 North "D" Street
   San Bernardino, CA 92401-1734

   Richard Schoffstall, et al.                 Unknown
   19131 Highway 18, Suite 18
   Apple Valley, CA 92307

   Riverside County Treasurer                  Unknown
   Tax Collector
   1080 Lemon Street
   Riverside, CA 92502

   The Cambridge Foundation                    Unknown
   c/o William Tully
   8590 Malven #213
   Rancho Cucamonga, CA 91730

C. Independent USA's 7 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Employment Development Department           Unknown
   Bankruptcy Group MIC 92E
   P.O. Box 826880
   Sacramento, CA 94280-0001

   Franchise Tax Board                         Unknown
   Attn: Bankruptcy
   P.O. Box 2952
   Sacramento, CA 95812-2952

   Internal Revenue Service                    Unknown
   Insolvency Group 1
   290 North "D" Street
   San Bernardino, CA 92401-1734

   Richard Larsen                              Unknown
   Treasurer/Tax Collector
   172 West Third Street, 1st Floor
   San Bernardino, CA 92415

   Richard Schoffstall, et al.                 Unknown
   19131 Highway 18, Suite 18
   Apple Valley, CA 92307

   Ronald Emshoff                              Unknown
   c/o Kenneth G. Bernard, Esq.
   3991 MacArthur Boulevard, Suite 350
   Newport Beach, CA 92660

   The Cambridge Foundation                    Unknown
   c/o William Tully
   8590 Malven #213
   Rancho Cucamonga, CA 91730


MERRILL LYNCH: Fitch Lifts Class B-5 Certificates' Ratings to BB
----------------------------------------------------------------
Fitch Ratings takes action on these Merrill Lynch Credit
Corporation mortgage pass-through certificates:

Series 2003-D:

    * Class A affirmed at 'AAA';
    * Class B-1 upgraded to 'AAA' from 'AA+';
    * Class B-2 upgraded to 'AA' from 'A+';
    * Class B-3 upgraded to 'A' from 'BBB+';
    * Class B-4 upgraded to 'BBB' from 'BB+';
    * Class B-5 upgraded to 'BB' from 'B+'.

Series 2003-E:

    * Class A affirmed at 'AAA';
    * Class B-1 upgraded to 'AAA' from 'AA+';
    * Class B-2 upgraded to 'AA' from 'A+';
    * Class B-3 upgraded to 'A' from 'BBB+';
    * Class B-4 upgraded to 'BBB' from 'BB+';
    * Class B-5 upgraded to 'BB' from 'B+'.

Series 2003-F:

    * Class A affirmed at 'AAA';
    * Class B-1 upgraded to 'AAA' from 'AA+';
    * Class B-2 upgraded to 'AA' from 'A+';
    * Class B-3 upgraded to 'A' from 'BBB+';
    * Class B-4 upgraded to 'BBB' from 'BB+';
    * Class B-5 upgraded to 'BB' from 'B+'.

The collateral in the aforementioned transactions consists of
adjustable-rate mortgages extended to prime borrowers secured by
first liens on primarily one- to four-family residential
properties.  As of the December 2005 distribution date, the
transactions are seasoned from a range of 27 to 29 months and the
pool factors -- current mortgage loan principal outstanding as a
percentage of the initial pool -- range from approximately 47%
to 49%.

The affirmations reflect a satisfactory relationship between
credit enhancement and future loss expectations and affect
approximately $1.5 billion of outstanding certificates.  All
affirmed classes have experienced a slight growth in CE since the
last rating action in November 2004.  The upgrades reflect an
improvement in the relationship of CE to future loss expectations
and affect approximately $91.5 million of certificates.  The CE
levels for all upgraded classes have more than doubled their
original enhancement levels since the closing date.


MESABA AVIATION: Wants to Walk Away from Pinnacle Aircraft Lease
----------------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, operates
a fleet of commercial aircraft, all of which are leased or
subleased from third parties.  As a part of its reorganization,
the Debtor continues to analyze its fleet requirements,
maintenance requirements, labor costs, operating costs and other
business goals and objectives.  Through this analysis the Debtor
intends to:

    -- rationalize costs relating to aircraft lease obligations,
       and

    -- match the aircraft fleet to future operating needs.

As of the bankruptcy filing, the Debtor had 100 aircraft:

    -- 3 Saab 340A turboprop aircraft,
    -- 49 Saab 340B+ turbopop aircraft,
    -- 11 Saab 340B turbopop aircraft,
    -- 35 Avro regional jet aircraft, and
    -- 2 CRJ regional jet aircraft.

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, tells the U.S. Bankruptcy Court for the
District of Minnesota that the Debtor no longer needs all of its
Saab 340B aircraft that it leased from Pinnacle Airlines, Inc.,
one of its competitors.  The rental rates related to the Excess
Aircraft are significantly higher than the current market rate for
it.  Pinnacle refused to reduce the rent.

By this motion, the Debtor seeks the Court's permission to reject
the leases related to the Excess Aircraft.

Mr. Tansey relates that the Saab 340B model is less desirable and
less efficient than the Debtor's Saab 340B+ aircraft.
Furthermore, he notes, the Leases have short remaining terms,
relative to the majority of the Debtor's aircraft leases.  Thus,
Mesaba expects lesser rejection damage claims against its estate.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink    
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MESABA AVIATION: Wants to Sell Four Engines to CL Aerospace
-----------------------------------------------------------
As part of its efforts to reorganize and increase profitability
and cash flow, Mesaba Aviation, Inc., doing business as Mesaba
Airlines intends to sell four CT7-5A2 engines to CL Aerospace for
$440,000 in cash ($110,000 per Engine).

Thomas M. Schmidt, Mesaba Airlines' vice president of finance,
explains that the Engines are not necessary to the Debtor's
estate because a portion of Debtor's Saab aircraft fleet is
grounded, reducing the Debtor's need for spare engines.
Consequently, Debtor no longer requires the surplus Engines to
support its Saab aircraft.

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, assures the U.S. Bankruptcy Court for
the District of Minnesota that the Debtor has diligently
researched the market for the Engines and believes that the offer
from CL Aerospace is the best price available for the Engines.

The Debtor does not believe that there are currently any liens or
other security interests attached to the Engines except that
these are currently part of the collateral to be pledged to a
lender in connection with the Debtor's motion to secure debtor-
in-possession financing filed October 13, 2005, and currently
scheduled for hearing on January 24, 2006.

The Debtor asks Judge Kishel to approve the sale of the Engines
free and clear of any liens as assurance to CL Aerospace.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines,--
http://www.mesaba.com/-- operates as a Northwest Airlink    
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed total assets of $108,540,000 and
total debts of $87,000,000. (Mesaba Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MIRANT CORP: Five Affiliates Get Access to $50M DIP Financing
-------------------------------------------------------------
Judge Michael D. Lynn authorizes Mirant Bowline, LLC, Mirant
Lovett, LLC, Mirant New York, LLC, and Hudson Valley Gas
Corporation, on a final basis, to enter into the DIP financing
agreements and to execute and deliver the DIP credit agreements
and documents to the lenders.

                    Summary of the DIP Facility

    Borrowers:          Mirant Bowline, Mirant Lovett, Mirant New
                        York and Hudson Valley

                        The obligations of the Borrowers under the
                        DIP Facility Agreement will be joint and
                        several.

    Lenders:            Mirant North America, LLC, and Mirant
                        Americas Energy Marketing, LLC.

                        Mirant Energy Trading, LLC, will succeed
                        MAEM on January 31, 2006, when MAEM's
                        assets, rights and obligations are
                        transferred to MET.

    Facility:           A revolving loan not to exceed $50,000,000

    Commitment
    Termination Date:   The Commitment Termination Date will be
                        the earliest of:

                        (a) the stated maturity date of the DIP
                            Facility, which is 180 days, subject
                            to renewal or extension;

                        (b) the date of termination of the
                            Lenders' obligations to make Revolving
                            Loans and arrange for the issuance of
                            Letters of Credit or to permit
                            existing Revolving Loans to remain
                            outstanding due to the occurrence of
                            an Event of Default;

                        (c) the date of indefeasible prepayment in
                            full by the Borrowers of the Revolving
                            Loans and the termination or cash
                            collateralization of all Letters of
                            Credit or the provision of standby
                            letters of credit in respect thereof
                            and the permanent reduction of all
                            Commitments to zero dollars;

                        (d) the date on which any liens securing
                            any outstanding obligations or
                            payments to the Lenders are set aside
                            or avoided or the claims thereunder
                            are disallowed in any manner; and

                        (e) with respect to each of the Borrowers,
                            the effective date of a confirmed plan
                            of reorganization in each of the
                            Borrower's Chapter 11 case.

    Use of Proceeds:    The Borrowers will utilize the proceeds of
                        the Revolving Loans solely for working
                        capital and other general corporate
                        purposes.

    Interest:           The Borrowers will pay interest to the
                        Lenders in arrears in respect of the
                        unpaid principal amount of each Revolving
                        Loan on each applicable payment date at
                        the LIBOR Rate plus 2.25%.

    Default Rates:      In the event of default, the interest
                        rates to the Revolving Loans will be
                        increased by 2% per annum.

    Priority:           The Borrowers' obligations under the DIP
                        Facility will constitute a Superpriority
                        Claim.

    Security:           The Borrowers will grant the Lenders a
                        security interest in all their real and
                        personal property and other assets.

    Carve-Out           Includes:

                        * the allowed unpaid fees and expenses
                          payable under Sections 330 and 331 of
                          the Bankruptcy Code to professionals;
                          and

                        * payment of certain fees pursuant to
                          Section 1930 of the Judiciary Procedures
                          Code and to the clerk of the Bankruptcy
                          Court.

    Indemnification:    The Borrowers will indemnify and hold
                        harmless the Lenders for all claims
                        arising in connection with, among other
                        things:

                        * the Borrowers' Chapter 11 cases and the
                          extension, suspension, termination and
                          administration of the DIP Facility;

                        * certain costs, losses or expenses
                          arising in connection with LIBOR Loans;

                        * the issuance of a letter of credit or
                          the failure of a letter of credit issuer
                          to honor a demand for payment under a
                          letter of credit as a result of any act
                          or omission of any governmental
                          authority; and

                        * certain liabilities for taxes in
                          connection with the DIP Facility.

Any money borrowed and indebtedness incurred under the Final
Order and the DIP Facility Documents will be consistent with the
Excluded Debtors' past business practices.

The Excluded Debtors' DIP Facility obligations and indebtedness
arising under the DIP Facilities and the DIP Facility Documents
will:

   a. have priority over any and all administrative expenses as
      specified in Sections 503(b) or 507(b) of the Bankruptcy
      Code;

   b. be secured by a lien on property of the Borrowers' estates
      that is not otherwise subject to a lien; and

   c. be secured by a junior lien on property of each Excluded
      Debtor's estate that is subject to a lien; provided,
      however, that those Obligations are subject to a Carve-Out.

The New York Taxing Authorities will have a senior, first
priority postpetition tax lien, effective as of each of the
Excluded Debtors' Petition Date.

The Debtors acknowledged and understood that:

   (a) the amount of postpetition taxes that are secured by the
       Postpetition Tax Liens is a matter of dispute between the
       parties and is subject to a final determination by a court
       of competent jurisdiction, or agreement of the parties,
       and all rights and arguments of the parties in the matter
       are reserved; and

   (b) the Postpetition Tax Liens will not extend to any property
       or assets of the Excluded Debtors that is not subject to
       statutory or ad valorem taxation postpetition by the New
       York Taxing Authorities, including without limitation,
       cash collateral provided by the Excluded Debtors to the
       Primary DIP Lenders pursuant to that certain Power Sale,
       Fuel Supply and Services Agreement, dated as of January 3,
       2006.

A full-text copy of the Court's Final Order is available for free
at http://ResearchArchives.com/t/s?460

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.  
(Mirant Bankruptcy News, Issue No. 90 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MIRANT CORP: Administrative Claims Bar Date is January 24
---------------------------------------------------------
Holders of an Administrative Claim in Mirant Corporation and its
debtor-affiliates' chapter 11 cases must file their notice of
administrative claim on or before Jan. 24, 2006.

As reported in the Troubled Company Reporter on Jan. 4, 2006, the
Debtors successfully emerged from Chapter 11 bankruptcy protection
on Jan. 3, 2006.  

The Claim Notices must be filed with the Bankruptcy Court and
serve on:

   a. the counsel of:

      * the Debtors,

      * the Official Committee of Unsecured Creditors of Mirant
        Corporation,

      * the Official Committee of Unsecured Creditors of Mirant
        Americas Generation, LLC,

      * the Official Committee of Equity Security Holders,

      * the Chapter 11 Examiner,

   b. the Office of the United States Trustee, and

   c. the Fee Review Committee.

The Claim Notice must include the holder's name, the name of the
liable Debtor, the claim amount and the basis of the
Administrative Claim.

An Administrative Claim does not include:

   (a) a DIP Claim;

   (b) a Fee Claim,

   (c) a disputed liability incurred and payable in the ordinary
       of the Debtors' business; or

   (d) claims that has been Allowed on or before the Effective
       Date or as part of a global settlement between the
       Debtors, certain California parties and the Federal Energy
       Regulatory Commission with respect to certain issues
       stemming from the 2000-2001 energy crisis in California
       and other Western states.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590).  Thomas E. Lauria, Esq., at White &
Case LLP, represents the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.  
(Mirant Bankruptcy News, Issue No. 90 Bankruptcy Creditors'
Service, Inc., 215/945-7000)


MON VIEW: Files Schedules of Assets and Liabilities
---------------------------------------------------
Mon View Mining Company delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Western District
of Pennsylvania, disclosing:


     Name of Schedule              Assets       Liabilities
     ----------------              ------       -----------
  A. Real Property              $22,000,000
  B. Personal Property           $2,001,883
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $4,613,447
     Secured Claims
  E. Creditors Holding                             $232,000
     Unsecured Priority Claims
  F. Creditors Holding                           $5,699,693
     Unsecured Nonpriority
     Claims
                                -----------     -----------
     Total                      $24,001,883     $10,545,140

Headquartered in Finleyville, Pennsylvania, Mon View Mining
Company filed for chapter 11 protection on Nov. 22, 2005 (Bankr.
S.D. Pa. Case No. 05-50219).  Donald R. Calaiaro, Esq., at
Calaiaro, Corbett & Brungo, P.C., represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $24,001,883 in assets and $10,545,140 in
debts.


MON VIEW: Files List of 20 Largest Unsecured Creditors
------------------------------------------------------
Mon View Mining Company submitted a list of its 20 largest
unsecured creditors to the U.S. Bankruptcy Court for the Western
District of Pennsylvania, disclosing:

   Entity                                     Claim Amount
   ------                                     ------------
  Joseph Tassone, Trustee                       $1,891,845
  Under Deed of Trust
  250 West Main Street
  Uniontown, PA 15401
  
  Zurich North America                            $947,181
  3910 Keswick Road
  Baltimore, MD 21211
  
  Allegheny Power                                 $696,188
  c/o John M. Noble, Esq.
  114 South Main Street
  Greensburg, PA 15601-3102
  
  Highmark Services Co.                           $454,460
  Cobra Administration
  Pittsburgh, PA 15264-2882
  
  AFCO Credit Corp.                               $173,124
  
  Industrial Construction Inc.                     $89,470
  
  Conti Testing Laboratories, Inc.                 $60,903
  
  U.S. Dept. of Interior                           $47,166
  
  CNA Insurance Co.                                $47,144
  
  McLanahan Corp.                                  $40,325
  
  Catepillar Financial Services                    $35,246
  
  Gene Watkinson                                   $34,367
  
  West Electric Machine Co.                        $29,084
  
  Dean S. Water Services, Inc.                     $29,000
  
  CR Augenstein                                    $27,759
  
  Mayo Manufacturing Co., Inc.                     $26,013
  
  Ondeo Nalco                                      $24,631
  
  Electro Mec, Inc.                                $24,528
  
  Groff Tractor Equipment, Inc.                    $23,610
  
  United Central Industrial Supply                 $22,566

Headquartered in Finleyville, Pennsylvania, Mon View Mining
Company filed for chapter 11 protection on Nov. 22, 2005 (Bankr.
S.D. Pa. Case No. 05-50219).  Donald R. Calaiaro, Esq., at
Calaiaro, Corbett & Brungo, P.C., represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $24,001,883 in assets and $10,545,140 in
debts.


MUSICLAND HOLDING: Trustee Sets Organizational Meeting on Jan. 20
-----------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, will
convene an organizational meeting in Musicland Holding Corporation
and its debtor-affiliates' chapter 11 cases at 11:00 a.m. on
Friday, Jan. 20, 2006.  The meeting will be held at:

          Grand Hyatt New York
          Park Avenue at Grand Central Terminal
          New York, New York 10017
          (212) 883-1234

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' bankruptcy
cases.  This is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  However, a Debtor's representative
will attend and provide background information regarding the
cases.

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.  (Musicland Bankruptcy
News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


NARROWSTEP INC: Posts $1.4 Mil. Net Loss in Fiscal Third Quarter
----------------------------------------------------------------
Narrowstep, Inc., delivered its financial results for the quarter
ended Nov. 30, 2005, to the Securities and Exchange Commission on
Jan. 11, 2006.

Narrowstep incurred a $1,389,187 net loss for the three-months
ended Nov. 30, 2005, in contrast to a $777,714 net loss for the
comparable period in 2004.

Total revenue for the fiscal 2006 third quarter increased by 21%
total revenue in the comparable periods of fiscal 2005, with the
growth coming primarily from license sales.  Revenue for the third
quarter of fiscal 2006 was $778,737, compared to revenue of
$643,283 for the fiscal 2005 third quarter.

Narrowstep CEO Iolo Jones said, "We are pleased to report further
dramatic increases in revenue from license sales.  Inclusive of a
once-off implementation fee of approximately $160,000, license
revenue for the third quarter and first nine months increased by
228 percent and 63 percent respectively over the comparable
periods of our 2005 fiscal year.  Since license fees are recurring
revenue streams, the Company is building a strong revenue base.

"The production services business continues to perform in line
with expectations.  The reduction in revenue for the quarter
compared to the corresponding period of last year was due to the
timing of production events.  Revenues for the first nine months
of the 2006 fiscal year increased by eight percent over the
corresponding period of fiscal 2005.
  
At Nov. 30, 2005, Narrowstep's balance sheet showed $2,520,119 in
total assets and liabilities of $1,577,414.  The company had an
accumulated deficit of approximately $11,571,000 and a working
capital deficit of approximately $864,000 as of Nov. 30, 2005.

                    Going Concern Doubt

Ernst & Young LLP expressed substantial doubt Narrowstep's ability
to continue as a going concern after it audited the Company's
financial statements for the fiscal years ended Feb. 28, 2005, and
Feb. 29, 2004.  The auditing firm pointed to the Company's
recurring net losses, negative cash flows from operations and need
to raise additional capital.

                     Material Weakness

At the end of fiscal 2006 third quarter, Narrowstep's management
evaluated the effectiveness of the Company's disclosure controls
and procedures and concluded that the Company's disclosure
controls and procedures were not effective as of Nov. 30, 2005.

On June 30, 2005, Ernst & Young informed the Company's audit
committee of certain deficiencies in the Company's internal
controls over financial reporting that they considered to be
material weaknesses and significant deficiencies.  The material
weaknesses pertain to lack of:

     a) controls to ensure that revenue is recognized only when
        there is evidence of a contract or arrangement and proof
        of service delivery;

     b) controls to ensure adequate accrual is made for all goods
        and services received in a period but not invoiced;

     c) controls required reconcile on a monthly basis all control
        accounts and to correct errors as they are detected;

     d) controls to ensure that time spent to support the
        capitalization of software development costs is recorded
        and that projects are segregated into major enhancements
        and improvements; and

     e) adequate resources to ensure a timely and accurate
        financial statement closing, preparation and reporting
        process.

Narrowstep, Inc. -- http://www.narrowstep.com/-- provides  
internet-based video content delivery.  Narrowstep's product and
service offerings enable customers to distribute channels of
video-based content and provide related services over the
internet.  The Narrowstep system, TelVOS(TM), enables
comprehensive delivery of video content and television-like
programming to mobile, wireless, Internet, broadband and broadcast
services.  The Narrowstep system enables owners and users of video
content to reach audiences by "narrowcasting" - targeting delivery
of specific content to interested groups.  Narrowstep provides
services to clients in the United Kingdom, the United States, and
various other countries throughout the world, including Germany,
Sweden and the Netherlands.


NAVISTAR INTERNATIONAL: Receives Waiver of Credit Facility Default
------------------------------------------------------------------
Reuters reports that Navistar International Corp.'s failure to
file its annual report in a timely manner has caused a default
under its $1.2 billion revolving credit facility.

Reuters also reported that Navistar has obtained a waiver of
default until May 31, 2006.  The credit agreement would have
barred the company from incurring additional debt until the
default was waived or cured.

                    Form 10-K Filing Delay

In a Form 8-K filing with the Securities and Exchange Commission
on Jan. 17, 2006, Navistar disclosed that it would be unable to
file its Form 10-K for the fiscal year ended Oct. 31, 2005, by the
Jan. 17, 2006 deadline because the company is still in discussions
with its outside auditors about a number of open items.

The company said that there has been no determination as to when
the ongoing discussions with Deloitte and Touche LLP will be
concluded and thus cannot determine when it will be able to file
its Form 10-K.  The company and Deloitte are reviewing a number of
open items including some complex and technical accounting issues
and the company cannot determine the impact the resolution of
these issues may have, if any, on the per share earnings guidance
issued last September 2005.  The company's Form 10-K for fiscal
2005 will be filed with the Securities and Exchange Commission as
soon as practical.

In mid December 2005, a key member of the Deloitte audit team went
on an unexpected, extended medical leave.  A new audit team from
Deloitte is now working to complete the year-end audit for fiscal
2005.

Daniel C. Ustian, Navistar chairman, president and chief executive
officer, said the results of 2005 go well beyond financial
numbers.  Mr. Ustian said that production, retail sales and market
share numbers in 2005 met the company's expectations.  Unaudited
year end manufacturing cash balances approximated $875 million and
the company expects that financing plans for 2006 will not be
affected by the filing delay.

"We believe that the positive steps taken in 2005 should produce
record results in 2006 and beyond," Mr. Ustian said.  "We expanded
into new markets that take advantage of existing products and core
competencies, while making key acquisitions that are synergistic
with our core business and will help reduce our cyclicality and
diversify our customer base.  We gained the scale required to
further improve our cost structure and forged strategic alliances
that give us a worldwide presence that enables us to take
advantage of global sourcing opportunities."

                     Form 10-Q Filing Delay

Since the company's 2005 Form 10-K has been delayed, the company
may be delayed in announcing financial results for its first
fiscal quarter ending Jan. 31, 2006.  The company also stated that
it will postpone its annual meeting of shareowners, previously
scheduled for Feb. 21, 2006, to a later date to be announced.

The company believes the delay in filing the Form 10-K should not
result in any adverse action against the company by its lenders,
even though the delay will result in the company being unable to
comply promptly with requirements in various debt agreements and
financial arrangements for delivery of year-end financial
statements.

While the company said it will not issue specific earnings
guidance for 2006 at this time, it said that based on the current
industry outlook, it expects that earnings per share will be
higher than the current average estimate of Wall Street security
analysts of $5.34 per share.

For its fiscal year ending Oct. 31, 2006, Navistar is forecasting
United States and Canadian total truck industry retail sales
volume for Class 6-8 and school buses at 425,000 units, up 3% from
the 414,500 units sold by the industry in the fiscal year ended
Oct. 31, 2005.  Demand for Class 8 trucks is expected to increase
4% to 294,000 units from 282,800 units, while demand for Class 6-7
medium trucks is estimated to remain unchanged at 105,000 units.  
School bus demand is forecast at 26,000 units, down from 27,100 in
2005.

Robert C. Lannert, Navistar vice chairman and chief financial
officer, is working closely with Bill Caton, executive vice
president of finance, in completing the year-end audit.  Upon
filing of the company's Form 10-K, Mr. Caton will succeed Mr.
Lannert as chief financial officer.  Mr. Lannert has been
undergoing cancer treatments in recent months and is making
excellent progress in his recovery.

Navistar International Corporation --
http://www.nav-internatiol.com/-- is the parent company of  
International Truck and Engine Corporation.  The company produces
International(R) brand commercial trucks, mid-range diesel engines
and IC brand school buses, Workhorse brand chassis for motor homes
and step vans, and is a private label designer and manufacturer of
diesel engines for the pickup truck, van and SUV markets.  The
company is also a provider of truck and diesel engine parts and
service sold under the International(R) brand.  A wholly owned
subsidiary offers financing services.

                          *     *     *

Moody's Investor Service and Standard & Poor's assigned their
low-B ratings to Navistar International's corporate credit and
other ratings.


NAVISTAR INT'L: Filing Delay Prompts Moody's Negative Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of
Navistar International Corporation (Corporate Family Rating - Ba3;
senior unsecured - Ba3; and subordinated - B2), but changed the
outlook to negative from stable.  

These rating actions follow the company's announcement that it
will not file its Form 10-K for the fiscal year ended
Oct. 31, 2005, by its January 17 filing deadline because it is
still in discussions with its outside auditors, Deloitte and
Touche, about a variety of unresolved issues relating to the audit
of Navistar's financial statements for fiscal 2005.

The negative outlook reflects the uncertainty surrounding the
ultimate resolution of these accounting and auditing issues, and
the attendant risks that Moody's believes Navistar could face.
These potential risks include:

   * a protracted delay in completing the audit and in filing
     financial statements;

   * the need for additional or extended waivers relating to
     lending agreement covenants;

   * the possibility of having to pay fees for such waivers;
     material restatements of past financial results;

   * a significant deviation between the audited results for 2005
     and the company's previous guidance for that year; and

   * a determination that there might be material weaknesses in
     Navistar's reporting controls and procedures.

The delay in filing the Form 10-K will result in Navistar being
unable to comply promptly with requirements in various debt
agreements and financial arrangements for the delivery of year-end
financial statements.  However, Navistar believes the delay should
not result in any adverse action against the company by its
lenders which include the bank group providing a $400 million term
loan and an $800 million revolving credit facility to Navistar
Financial Corporation, as well as holders of approximately $1.2
billion in Navistar senior unsecured bonds and $200 million in
convertible subordinated notes.  Navistar Financial has obtained a
waiver from its bank lenders that extends all financial statement
filing requirement under this agreement to May 31.

Moody's said, however, that waivers may be required from the
holders of Navistar's bonds and debentures, and that the company
may have to pay fees to obtain these waivers.  Notwithstanding any
waivers obtained for the bank or public bond agreements, Navistar
will still have to comply with reset filing deadlines, and an
extended audit process could push the company's filing beyond
these dates and require further waivers.  Moreover, the extent to
which the resolution of the open items being examined by Deloitte
could result in significant accounting restatements or findings of
weakness in Navistar's accounting controls and practices remains
unclear.

The credit metrics of Navistar's industrial operations (calculated
based on Moody's standard adjustments) remain weak for the Ba3
rating level.  However, these metrics should continue to exhibit
an improving trend through 2006 as a result of the strong rebound
in the North American medium and heavy-duty truck markets.  For
the LTM through July 2005, Navistar's key credit metrics were:

   * operating margin -- a low 3.5%;
   * interest coverage -- a sound 2.8x;
   * debt/EBITDA -- a high 5.0x; and
   * free cash flow/debt -- a modest 5.5%.

Moody's anticipates that the North American truck market will
remain healthy during 2006.  Navistar forecasts that total retail
unit shipments of Class 6-8 trucks and school buses in the US and
Canada will approximate 425,000 units for the fiscal year ending
Oct. 31, 2006, up 3 percent from the 414,500 units sold by the
industry during 2005.  The company expects that this demand level,
in combination with efficiency-enhancing actions it has
implemented since 2001, will result in record operating results
for 2006.  This should, in turn, support credit metrics that are
more solidly supportive of the Ba3 rating.  The rebounding health
of the Class 6-8 truck market has also supported continued
improvement in the asset quality and earnings of Navistar
Financial.

Factors that could result in further pressure on Navistar's rating
include:

   * unexpected additional delays in filing Form 10K;

   * the determination that there are material weaknesses in
     Navistar's accounting controls;

   * an inability to obtain necessary waivers from any lenders; or

   * prospects that Navistar's 2006 credit metrics would not show
     further material improvement from the levels generated
     through LTM through July 2005.

Factors that could contribute to a stabilization of the rating
outlook include:

   * a resolution of the Deloitte review without significant
     deviation of 2005 audited performance relative to the
     September 2005 guidance; or

   * determination that the company's accounting controls and
     practices are sound.

Navistar International Corporation, headquartered in Warrenville,
Illinois, is a leading North American producer of:

   * medium and heavy duty trucks,
   * school busses, and
   * diesel engines for the truck, van and SUV markets.


NAVISTAR INT'L: Form 10-K Filing Delay Cues S&P's Negative Review
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and other ratings on Navistar International Corp., and
Navistar's subsidiary, Navistar Financial Corp., on CreditWatch
with negative implications.  The CreditWatch placement follows
Navistar's announcement that it will not file its 10-K by the
Jan. 17, 2006, deadline.  

The reason for the delay is that the company is still in
discussions with its outside auditors about a variety of open
items, including some complex and technical accounting issues.  
The company says it cannot determine the timing of the resolution
of these issues or what impact these issues may have on its
financial statements.  Navistar is a leading North American
producer of heavy- and medium-duty trucks.
      
"The CreditWatch listing reflects our concern that Navistar's
failure to file its financial statements could, over time, result
in violation of reporting requirements within its bond greements,"
said Standard & Poor's credit analyst Eric Ballantine.

As a result, Navistar may have to seek a waiver from its
bondholders to cure a default.  The company has five business days
to notify its bond trustee that an event of default has occurred.
If the company then receives notice from its bondholders or bond
trustee that an event of default has occurred, Navistar would have
between 30 and 60 days to cure the default.  

The company could solicit consent or a waiver from its
bondholders, to extend its filing deadline and cure the default.  
Navistar Financial has until Jan. 30 to file its 10-K, but it is
currently seeking a waiver from its banking group to cure any
covenant violations that could result from its failure or
Navistar's to file its financial statements by that date.  
Standard & Poor's expects that Navistar will receive the waiver
from its bank group shortly.
     
As long as waivers are granted if needed, Standard & Poor's does
not anticipate that the delay in filing will present an immediate
challenge to the company's liquidity as Navistar had approximately
$875 million in cash at year-end Oct. 31, 2005.  Additionally,
Navistar Financial has access to its $1.2 billion bank credit
facility.  In June 2006, Navistar faces nearly $400 million of
maturing debt and the company has previously indicated that it
plans to repay this obligation with cash on hand.
     
S&P anticipates that ratings on Navistar will remain on
CreditWatch until it has filed its 10-K with the SEC.  Once the
company has filed its financial statements and if results are not
materially different from previous expectations, S&P expects that
the company's current rating would be affirmed with a stable
outlook.  However, if the company's financial results differ
materially or the company's liquidity becomes constrained, ratings
could be lowered.


N C TELECOM: Inks Stipulation Allowing Use of Govt.'s Collateral
----------------------------------------------------------------
In an agreement signed on Jan. 9, 2005, the United States of
America, acting through the Rural Utilities Service, allowed N C
Telecom, Inc., to use cash collateral securing repayment of a
$28,000 prepetition debt.

The Debtor and the government are parties to a loan agreement
dated Aug. 31, 2001.  The government holds a valid and perfected
security interest in the Debtor's accounts, among other assets, as
security for the loan.  The account totaled approximately $28,000
as of the petition date.

N C Telecom, Inc., asks the U.S. Bankruptcy Court for the District
of Colorado to approve the Jan. 9 agreement so that it can perform
the terms outlined in the stipulation and use revenue generated by
the government's collateral in the ordinary course of business.

Shiela J. Finn at Beiging Shapiro & Burrus, LLP, tells the Court
that use of the accounts will allow the Debtor to maintain its
ongoing business operations and generate new and additional
accounts receivables.  It will also provide the Debtor with a
chance to propose a meaningful reorganization plan .

As adequate protection of the government's interest in the
accounts, the Debtor agree to grant the government a replacement
lien on all postpetition accounts equal to the prepetition
accounts.

A copy of the stipulation allowing use of the government's cash
collateral is available for a fee at
http://www.researcharchives.com/bin/download?id=060118193816

Headquartered in Meeker, Colorado, N C Telecom, Inc. --
http://www.nctelecom.net-- offers Internet connection services.  
The Company filed for chapter 11 protection on Oct. 14, 2005
(Bankr. D. Colo. Case No. 05-47275).  Duncan E. Barber, Esq., at
Bieging Shapiro & Burrus LLP represents the Debtor in its
restructuring efforts.  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.


NORTHWEST AIR: Court Gives Nod on Port Authority Settlement Deal
----------------------------------------------------------------
At the request of Northwest Airlines Corp. and its debtor-
affiliates, the U.S Bankruptcy Court for the Southern District of
New York approved a release and settlement agreement between
Northwest Airlines, Inc., and The Port Authority of New York and
New Jersey.

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, recounts that prior to the Petition Date, Northwest
Airlines regularly utilized the runways at John F. Kennedy
International Airport, which the Port Authority operates.

Thrice in January 2001, Northwest Airlines suffered damages to
its aircraft as a result of ice on JFK Airport's runways,
taxiways, and adjacent areas during its landings.

Subsequently, Northwest Airlines brought negligence claims
against the Port Authority for the damages to its aircraft.  The
Northwest Airlines Claims are pending before the United States
District Court for the Eastern District of New York.

Under the Settlement Agreement, the parties agree that:

   (a) The Port Authority will pay Northwest Airlines as
       resolution of the damage claims; and

   (b) Northwest Airlines will dismiss its action.

The parties agree to keep the specific terms of the Settlement
Agreement, including any related payments, confidential.

The Debtors contend that the payment provided by the Settlement
Agreement will adequately compensate their estates for their
claims without the attendant risks of an adverse outcome and the
need to waste valuable resources on litigation.

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 AIR: Says Labor Cost Reductions Vital for Reorganization
------------------------------------------------------------------
Attorneys for Northwest Airlines (OTC: NWACQ) argues in the U.S.
Bankruptcy Court for the Southern District of New York that the
company's proposed business model, which calls for labor cost
savings and cuts in retiree health benefits, is both necessary for
the company's reorganization and fair to its employees and
retirees.

"Since 2001, Northwest's business has suffered overwhelming
losses," the company said in a brief filed with the United States
Bankruptcy Court, Southern District of New York.  "The time has
come for Northwest to put in place a business model that is
sustainable and realistic.  There is really no alternative to
achieving competitive labor costs.  And there is no more time to
wait."

Jan. 17, 2006, is the first day of the hearing regarding
Northwest's motions, filed under Sections 1113(c) and 1114 of the
Bankruptcy Code, asking the court to reject the company's
collective bargaining agreements with the Air Line Pilots
Association and the Professional Flight Attendants Association.

Also on that day, the hearing begins on the company's motion under
Section 1114 to modify its retiree employee benefits.  Northwest
has been bargaining intensely with ALPA and PFAA and the committee
representing the retirees in recent months and would still prefer
to reach consensual agreements with ALPA and PFAA and with the
Retiree Committee.

The International Association of Machinist and Aerospace Workers,
which represents Northwest's ground employees, has agreed to
present the company's contract settlement proposal to its members
for ratification.  As a result of this agreement, IAM and
Northwest will ask the bankruptcy court judge to postpone IAM's
portion of the 1113(c) proceedings.

ALPA, PFAA and a committee representing Northwest retirees have
each filed objections with the court to Northwest's motions --
charging that the company's proposed cost cuts exceed what is
"necessary" for reorganization and that the company did not engage
in serious, good faith negotiations.  PFAA also said it was not
given all the information needed to evaluate the proposals.

In fact, Northwest argued, the labor cost reductions and retiree
benefit cuts sought by Northwest are just sufficient to keep the
company in operation; even with those cuts, Northwest will
continue to lose significant amounts in 2006, and without
additional revenues, will generate "a pretax income margin of only
3.5 percent beginning in 2007."

Without the $1.4 billion in cost cuts, the airline's brief argued,
there is "a real and genuine prospect of radical changes to
Northwest's business operations," possibly including "substantial
downsizing, massive layoffs or liquidation."

"Northwest has lost more than $4 billion since 2001. Its losses
are continuing."  In addition, the company has sold assets,
pledged assets and borrowed money on an unsecured basis to raise
approximately $4 billion in liquidity, but despite this,
"Northwest's cash balance as of year end 2005 had dropped to $1.24
billion."

ALPA, PFAA and the retirees' committee acknowledge that Northwest
must cut costs, and have each made counterproposals, but in each
case, the counterproposals fall short of what is needed, the
company's brief said.

The new wages, work rules and benefits proposed by Northwest are
"consistent with the terms and conditions under which employees of
other airlines in the United States are employed. Northwest's
proposed . . . pay, compensation and benefits . . . are consistent
with, and in the general range of, relevant competitors," the
brief said.

"Northwest's costs would not give it an unfair advantage.  To the
contrary, the reductions would simply give Northwest an
opportunity to emerge as a viable airline."

As for retirees, "the company's proposals are far better than what
low- cost carriers generally offer their retirees and similar to
benefits offered by other major airlines that have been through
Chapter 11 bankruptcy," the Northwest brief stated.

While the new pay and benefits are less than what the affected
employees and retirees get now, "these adverse consequences . . .
pale in comparison to the alternative -- loss of jobs, loss of
pensions, loss of retiree medical benefits and liquidation."

Northwest has continued to seek consensual agreements with its
unions and retirees and, in recent weeks, company officials have
"met and negotiated with the unions more than 100 times . . .
provided many thousands of pages of documents to the unions (and)
responded to hundreds of requests for information," the company
said.

The airline's good faith in these negotiations is evidenced by the
fact that Northwest, "has been willing to negotiate on any point
. . . and has been willing to compromise and modify its proposals
on a wide variety of issues."  Further, the company was able to
reach consensual agreement with three of its union groups in
November 2005 -- the Aircraft Technical Support Association, the
Transport Workers Union of America and the Northwest Airlines
Meteorologists Association.

Achieving competitive labor costs is essential to the success of
Northwest's business plan.  The combination of competitive labor
costs and completion of the other aspects of Northwest's
restructuring will allow the airline to be a successful long-term
competitor and provide the most secure future for the company.

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.


NRG ENERGY: Gets Nuclear Regulatory Office OK on Texas Genco Deal
-----------------------------------------------------------------
NRG Energy, Inc. (NYSE: NRG) and Texas Genco LLC received the
required approval from the Nuclear Regulatory Commission to
transfer indirect ownership of the 44% interest in the South Texas
Project Electric Generation Station.  As a result of receiving
this final required regulatory approval, both companies anticipate
closing the transaction during the week of January 30, 2006.

This approval follows the Nov. 10, 2005, Federal Trade
Commission's early termination of the antitrust waiting period
under the Hart-Scott-Rodino Act and the Dec. 28, 2005, approval
from the Federal Energy Regulatory Commission.

                        About Texas Genco

Texas Genco LLC is one of the largest wholesale electric power
generating companies in the United States, providing safe,
reliable and competitively priced electricity. The company seeks
to lead the nation in operational excellence for independent power
producers. Texas Genco owns approximately 11,000 MW of net
operating generation capacity and sells power and related services
in Texas' largest power market, ERCOT.

                        About NRG Energy

NRG Energy, Inc. currently owns and operates a diverse portfolio
of power-generating facilities, primarily in the Northeast, South
Central and Western regions of the United States.  Its operations
include baseload, intermediate, peaking, and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia and Germany.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Fitch Ratings has initiated rating coverage of NRG Energy, Inc. by
assigning a 'BB' rating to NRG's proposed $5.2 billion secured
credit facility, consisting of:

     * a $3.2 billion secured term loan B and $2 billion of
       revolving credit/synthetic letter of credit facilities,

     * a 'B' rating to NRG's proposed $3.6 billion issuance of
       senior unsecured notes, and

     * a 'CCC+' rating to NRG's proposed issuance of $500 million
       mandatory convertible preferred stock.

In addition, Fitch has assigned NRG a 'B' issuer default rating,
as well as recovery ratings for the proposed debt instruments.
The Rating Outlook is Stable.  The ratings have been initiated by
Fitch as a service to investors.

Recovery ratings by Fitch are:

   NRG Energy, Inc.

     -- $3.2 billion secured term loan 'RR1';
     -- $1 billion secured revolving credit line 'RR1';
     -- $1 billion secured synthetic letter of credit 'RR1';
     -- $3.2 billion senior unsecured notes 'RR4';
     -- $500 million mandatory convertible preferred stock 'RR6'

As reported in today's Troubled Company Reporter, Standard &
Poor's Ratings Services affirmed its 'B+' corporate credit rating
on power generation company NRG Energy Inc.  The rating
affirmation follows the company's announcement that it will issue
various securities to finance its planned acquisition of Texas
Genco LLC.

At the same time, Standard & Poor's lowered its short-term rating
on NRG to 'B-2' from 'B-1' and removed the rating from CreditWatch
with negative implications.  The rating action reflects the fact
that NRG has a business strategy that includes acquisitions, which
will tend to use cash, and that cash may be used when NRG is
called upon to post cash margin in a volatile commodity price
environment.  The short-term rating was originally placed on
CreditWatch Oct. 3, 2005.

Standard & Poor's also assigned its:

    * 'BB-' rating and '1' recovery rating to NRG's $3.2 billion
      first lien term loan B and $2 billion revolving credit and
      LOC facilities,

    * 'B-' rating to NRG's $3.6 billion unsecured notes, and

    * 'CCC+' rating to NRG's $500 million mandatory convertible
      securities.


OMEGA HEALTHCARE: Common Stock Dividend Rises by $0.01 Per Share
----------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) reported that the
company's Board of Directors declared a common stock dividend of
$0.23 per share, increasing the quarterly common dividend by $0.01
per share over the prior quarter.

                          Common Dividend

The company's Board of Directors reported a common stock dividend
of $0.23 per share, to be paid Feb. 15, 2006 to common
stockholders of record on Jan. 31, 2006.  As of Jan. 27, 2006, the
company had approximately 56.9 million outstanding common shares.

                        Preferred Dividend

The company's Board of Directors also declared its regular
quarterly dividend for the Series D preferred stock, payable   
Feb. 15, 2006 to preferred stockholders of record on Jan. 31,
2006.  Series D preferred stockholders of record on Jan. 31, 2006
will be paid dividends in the approximate amount of $0.52344 per
preferred share, on Feb. 15, 2006.  The liquidation preference for
the company's Series D preferred stock is $25.00 per share.  
Regular quarterly preferred dividends represent dividends for the
period Nov. 1, 2005 through Jan. 31, 2006.

The company is a real estate investment trust investing in and
providing financing to the long-term care industry.  At Dec. 31,
2005, the company owned or held mortgages on 227 SNFs and ALFs
with approximately 24,476 beds located in 27 states and operated
by 35 third-party healthcare operating companies.

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

                          *     *     *

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


PACIFIC CROSSING: Emerges from Bankruptcy & Completes Reform
------------------------------------------------------------
Pacific Crossing Ltd, Inc., a former subsidiary of Global Crossing
and of the former Asia Global Crossing now Asia Netcom, completed
its financial restructuring and has emerged from its Chapter 11
proceedings as Pacific Crossing Limited, a Bermuda corporation.  
Its Plan of Reorganization became effective on Dec. 30, 2005 after
having obtaining all requisite approvals and satisfying the
conditions to effectiveness in the confirmed Plan of
Reorganization and the new Credit Agreement.

Under the company's Plan of Reorganization, over $650 million of
existing debt was converted into equity and $25 million in secured
debt.  The company will continue its focus on providing carrier
grade connections between the United States and Japan.

"We are extremely pleased to have come out of bankruptcy stronger,
healthier and with a growing customer base," Brian Kushner,
president and chief executive officer for Pacific Crossing, said.  
"With the Company now cash flow positive, we believe the company
is well-positioned to take full advantage of new opportunities and
continued rapid growth in the Asia Pacific market.  We believe
that we are one of the few independent companies that can offer
significant amounts of capacity for carriers wishing to connect
the United States to Asia."

Since filing for bankruptcy protection in July 2002, Pacific
Crossing has significantly reduced its expenses and increased its
cash position while adding new customers.

Pacific Crossing Ltd. -- http://www.PC1.com/-- and its  
subsidiaries operate the PC-1 undersea fiber optic cable system
between the United States and Japan that provides transpacific
capacity to a growing carrier-class customer base.  The PC-1
system, which represents the state-of-the-art in subsea cable
installations, is a self-healing fiber optic telecommunications
network with a bi-directional design capacity of 640 gigabytes per
second and is approximately 20,900 kilometers or 13,000 miles in
length.  The system has landing stations in Grover Beach,
California; Harbour Pointe, Washington; Ajigaura, Japan; and
Shima, Japan, and currently operates at a capacity of 180 Gbps.
Pacific Crossing, which is organized in and has offices in
Bermuda, is the parent company of PC Landing, which is
headquartered in Dallas, Texas.  PCL and its subsidiaries filed
for Chapter 11 protection July 19, 2002 (Bankr. D. Del. Case No.
02-12088).


PAYLESS SHOESOURCE: Moody's Affirms Sr. Sub. Notes' B2 Ratings
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Payless
ShoeSource, Inc. (corporate family rating of Ba3) and changed the
outlook to stable from negative.  The change in outlook was
prompted by the company's success in executing the restructuring
plan announced in August 2004, which has resulted in improved
operating performance and credit metrics.

In August 2004, the company announced a restructuring plan that
consisted of a series of strategic initiatives including:

   a) exiting the Parade business (181 stores);

   b) divesting the company's operations in Peru and Chile;

   c) closing 261 underperforming Payless stores in North America;
      and

   d) eliminating approximately 200 management and administration
      positions.

The company successfully completed these initiatives leading to
improved performance.  By eliminating underperforming stores,
Payless has been able to improve EBIT (as reported) for the LTM
period ended Oct. 29, 2005, to $111 million from $30 million for
the fiscal year ended Jan. 31, 2004.

In addition, EBIT margin (as reported) improved for the LTM period
ended Oct. 29, 2005 to 4.2% from 1.1% for the FYE Jan. 31, 2004.
Debt/EBITDA (as calculated using Moody's standard analytical
adjustments) improved to 4.5x for the LTM period ended
Oct. 29, 2005, from 5.8x for the FYE Jan. 31, 2004.

Payless' ratings reflect the company's:

   * strong liquidity;

   * free cash flow generation and credit metrics appropriate for
     the rating category; and

   * recognized brand name.  

The company's strong liquidity consists of its $400 million cash
balance at Oct. 29, 2005 and its $200 million secured revolving
credit facility.  

The ratings are constrained by the competitive landscape facing
the company which includes discount retailers such as:

   * Wal-Mart,
   * Target,
   * J.C. Penney,
   * Kohl's, and
   * Sears.

The ratings are also constrained by uncertainty regarding the
strategic direction of the management team under the leadership of
a new CEO.

The rating outlook is stable, reflecting Moody's expectation:

   * that Payless' improvement in operating performance is
     sustainable;

   * that the company will not aggressively begin to roll out new
     stores; and

   * that the company will continue to maintain strong liquidity.

Ratings could move upward should performance continue to improve
such that the company's operating margin (as reported) is
maintained above 6% while Debt/EBITDA (as calculated using Moody's
standard analytical adjustments) can be maintained below 4.0x.  

In addition, upward rating pressure would require:

   * a track record of consistently and successfully executing
     management's strategy;

   * evidence that the company does not need to further reduce its
     footprint given the tough competitive landscape that it
     continues to face; and

   * continuation of a conservative financial policy.

Downward rating pressure could develop should the company's
operating performance decline such that the company's operating
margin (as reported) falls below 4% or Debt/EBITDA (as calculated
using Moody's standard analytical adjustments) is sustained above
5.0x.  

In addition, a change in the outlook back to negative could result
should:

   * the competitive environment worsen;

   * the company sustain consistent negative same-store sales;

   * the company change its focus back to growth through
     expansion; or

   * the company sustain a decrease in its liquidity.

These ratings are affirmed:

  Payless ShoeSource, Inc.:

     * Corporate family at Ba3

     * Senior subordinated notes due 2013, guaranteed by material    
       domestic subsidiaries, at B2

Payless ShoeSource, Inc., operates approximately 4,600 stores
offering family footwear and accessories at affordable prices.
Sales were $2.7 billion for the fiscal year ended January 2005.


PITTSBURGH TRANSPORTATION: List of 13 Largest Unsec. Creditors
--------------------------------------------------------------
Pittsburgh Transportation Company submitted a list of its 13
largest unsecured creditors to the U.S. Bankruptcy Court for the
Northern District of California, disclosing:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Pioneer Printing & Business   Trade                       $2,290
Forms
1703 E. Railroad Street
Heidelberg, PA 15106

Brightbill Body Works, Inc.   Trade                       $1,827
2701 E. Cumberland Street
Lebanon, PA 17042

Allegheny Ford Truck          Trade                       $1,102
6th & Bingham Streets
Pittsburgh, PA 15203

Target Office Products        Trade                         $942
605 Parkway View Drive
Pittsburgh, PA 15205

Do All Electronics            Trade                         $860
715 Dorseyville Road
Pittsburgh, PA 15238

Dave Mohr #1 Bumper           Trade                         $837
207 Lacona Lane
Zellenople, PA 16063

Charapp Ford North            Trade                         $589
110-112 Rt. 908
Natrona Heights, PA 15065

Maintenance Plus, Ltd.        Trade                         $572
1083 Third Street, Bldg. D
North Versailles, PA 15137
Allied Bus Sales              Trade                         $464
200 Hahn Road
Pittsburgh, PA 15209

Cintas Corporation            Trade                         $444
40 Abele Road
Bridgeville, PA 15017

Aqua Filter Fresh Inc.        Trade                         $140
One Commerce Drive
Pittsburgh, PA 15239

Howard's Generator Service    Trade                         $107
421 52nd Street
Pittsburgh, PA 15201

Greenfield Hardware           Trade                          $28
557 Greenfield Avenue
Pittsburgh, PA 15207

Headquartered in Pittsburgh, Pennsylvania, Pittsburgh
Transportation Company filed for chapter 11 protection on Dec. 16,
2005 (Bankr. S.D. Pa. Case No. 05-50406).  Michael Kaminski, Esq.,
and William C. Price, Esq., at Thorp Reed & Armstrong, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $1 million to $10 million.


QUEBECOR MEDIA: Completes Refinancing of $525 Mil. Senior Notes
---------------------------------------------------------------
Quebecor Media reported the closing of a major refinancing of its
long-term debt.  In addition to reducing the company's annual
financial expenses by close to $80 million, the refinancing,
consisting primarily of the issuance of new Senior Notes and the
entering into of new senior secured bank credit facilities, has
enabled the company to repurchase its existing Notes and will
provide increased financial flexibility.

The refinancing consisted of two primary components:

   a) the issuance of $525 million aggregate principal amount of
      7-3/4% Senior Notes due March 2016, and

   b) the refinancing of the company's credit facilities through
      the execution of:

     * a CDN$125 million term loan A credit facility, maturing
       in January 2011,

     * a $350 million term loan B credit facility, maturing in
       January 2013, and

     * a CDN$100 million five-year revolving credit facility.

The term loan A and term loan B have been fully drawn in
connection with the refinancing.  The refinancing also included
CDN$291.7 of new borrowings under credit facilities of Quebecor
Media's subsidiaries, Videotron and Sun Media.

The net proceeds from the refinancing are primarily being used to
repay substantially all of Quebecor Media Inc.'s existing
indebtedness at the holding company level, namely:

     * $561.6 million in principal amount of its 11-1/8% Senior
       Notes, out of a total $586.8 million outstanding, and

     * $275.6 million in principal amount of its 13-3/4% Senior
       Discount Notes, out of a total $282.9 million outstanding.

The existing indebtedness, which matures in 2011, was incurred at
significantly higher rates than the Senior Notes issued.

In addition, as part of this refinancing, Quebecor Media has
terminated its existing credit facilities and its cross-currency
swap arrangements on its 11-1/8% Senior Notes and its 13-3/4%
Senior Discount Notes.

"We are very satisfied with the terms on which we have refinanced
our debt," Pierre Karl Peladeau, President and Chief Executive
Officer of Quebecor Inc, said.  "It demonstrates investor
confidence in the company's operations and financial profile."

"This refinancing, which represents another important step in the
optimization of Quebecor Media's capital structure, accomplishes
several objectives simultaneously: it extends the maturity date of
our long-term debt and rebalances our capital structure at
attractive interest rates and on terms that include certain
provisions for debt prepayment without penalty," Mark D'Souza,
Vice President, Finance of Quebecor Media, said.  "When the final
repurchase of the issued and outstanding Senior and Senior
Discount Notes is completed, which is expected to happen in July
2006, the refinancing should reduce the company's financing costs
by approximately $80 million per year, including the savings from
the initial repurchase of $140.3 that occurred in July 2005."

Quebecor Media will recognize a net loss on debt refinancing
estimated at CDN$206 million, net of income tax recovery, in the
first quarter of 2006 (not including the net loss of CDN$40.8, net
of income tax recovery, related to the repurchase in July 2005
which the company recognized in the third quarter of 2005).  This
net loss includes the amount by which the disbursements exceed the
book value of the Notes and the cross-currency swap agreements,
and the write-down of deferred financial expenses.

Quebecor Media, a subsidiary of Quebecor Inc. (TSX: QBR.MV.A,
QBR.SV.B) -- http://www.quebecor.com/-- owns operating companies  
in numerous media-related businesses: Videotron ltee, the largest
cable operator in Quebec and a major Internet Service Provider and
provider of telephone and business telecommunications services;
Sun Media Corporation, Canada's largest national chain of tabloids
and community newspapers; TVA Group Inc., operator of the largest
French language general-interest television network in Quebec, a
number of specialty channels, and the English language general-
interest station SUN TV; Canoe Inc., operator of a network of
English and French language Internet properties in Canada; Nurun
Inc., an important interactive technologies and communications
agency in Canada, the United States and Europe; companies engaged
in book publishing and magazine publishing; and companies engaged
in the production, distribution and retailing of cultural
products, namely Archambault Group Inc., the largest chain of
music stores in eastern Canada, TVA Films, and Le SuperClub
Videotron ltee, a chain of video and video game rental and retail
stores.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Moody's Investors Service affirmed the Corporate Family Rating of
Quebecor Media Inc., all ratings at Videotron Ltee and Sun Media
Corporation, assigned a B2 Senior Unsecured rating to QMI's new
$525 million Note issue, and upgraded QMI's existing Senior
Secured rating to B1 from B2.  The outlook for all ratings remains
stable.


QUEEN'S SEAPORT: Wants Until Feb. 14 to Decide on Unexpired Leases
------------------------------------------------------------------
Queen's Seaport Development, Inc., asks the U.S. Bankruptcy Court
for the Central District of California, Los Angeles Division, to
extend until Feb. 14, 2006, the period during which it can elect
to assume, assume and assign, or reject its unexpired
nonresidential real property leases.

The Debtor and its creditor, the City of Long Beach, are parties
to three leases:

   -- Queen Mary lease dated Oct. 29, 1998;
   -- Water lease, dated Dec. 11, 2000; and
   -- Special Events Park Lease, dated June 6, 1997.

The City asserts that monetary defaults exist on the leases in the
amount of $4,529,662, in percentage rent, together with interest,
attorney's fees and costs from Jan. 1, 2004 to present.  The
Debtor disputes such contention as being contrary to the express
language of the leases and the history, custom and practice
between both parties.

The City also asserts that non-monetary defaults on the leases
exist such as:

   a) Debtor's failure to maintain the Queen Mary in good
      condition and repair, specifically as it relates to the
      decks, moorings, gangways, expansion joints, lifeboats, side
      shells and fire and life safety system;

   b) Debtor's mortgaging, hypothecating or pledging more than an
      aggregate of 25% of the value of the Debtor's unencumbered
      assets;

   c) Debtor's violation of the transfer restrictions in the
      leases; and

   d) the City reserves the right to assert other monetary and
      non-monetary defaults by Debtor, all such contentions which
      Debtor disputes as being factually inaccurate and, as to the
      contention of hypothecation, the Debtor asserts that the
      City was a participant in such encumbrancing and expressly
      agreed and consented.

The City has agreed to stipulate with the Debtor for a further
extension.

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc. -- http://www.queenmary.com/-- operates the  
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005 (Bankr.
C.D. Calif. Case No. 05-15175).  Joseph A. Eisenberg, Esq., at
Jeffer Mangles Butler & Marmaro LLP represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of $10 million
to $50 million.


RIVER RIDGE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: River Ridge Farms Incorporated
        3135 West Los Angeles Avenue
        Oxnard, California 93030

Bankruptcy Case No.: 06-10016

Type of Business: The Debtor is a plant nursery wholesaler.

Chapter 11 Petition Date: January 17, 2006

Court: Central District of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Jay L. Michaelson, Esq.
                  Michaelson Susi and Michaelson
                  7 West Figueroa Street, Second floor
                  Santa Barbara, California 93101-3191
                  Tel: (805) 965-1011

Financial Condition as of December 15, 2005:

      Total Assets: $1,700,000

      Total Debts:  $2,295,962

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ball Seed Company                Vendor                $366,583
75 Remittance Drive, Suite 1114
Chicago, IL 60675-1114

ITML Horticultural Products Inc. Vendor                $138,766
P.O. Box 1326
Lewiston, NY 14092

McHutchinson Hort District       Vendor                $131,982
64 Mountain View Boulevard
Wayne, NJ 07470

J McConkey Company               Vendor                $129,143
P.O. Box 1690
Sumner, WA 98390-0369

Key Equipment                    Vendor                 $63,571

Redco II                         Vendor                 $48,612

MacValley Oil Company            Vendor                 $39,530

John Henry Co.                   Vendor                 $32,416

Robert Mann Packaging Inc.       Vendor                 $28,000

Rapid Industrial Plastics        Vendor                 $23,752

Western Farm Service             Vendor                 $23,712

Premier Brands Inc.              Vendor                 $22,621

Protective Packaging Inc.        Vendor                 $12,085

Liquinox Company                 Vendor                 $11,827

Romeo Packing Company            Vendor                 $11,381

Henry F. Michell Co.             Vendor                  $9,864

Express Seed Company             Vendor                  $9,107

Donahue Transportation Services  Vendor                  $8,075

Giftwares Company Inc.           Vendor                  $6,961

AGRX                             Vendor                  $6,836


SAINT VINCENTS: Faces More Malpractice Claims
---------------------------------------------
Several claimants filed or intend to file actions against Saint
Vincents Catholic Medical Centers of New York and its debtor-
affiliates alleging negligence and malpractice in the Debtors'
medical care:

   (1) Anyssa Dilbert, April Dilbert, and Darleen Dilbert,
       infants, by their mother and natural guardian, Jessica
       Dilbert, against Saint Vincents Catholic Medical Center of
       New York, Staten Island Region, Saint Vincents Medical
       Center of Richmond, Alexander Kozlik and Jadwiga Zawisny,
       pending in the Supreme Court of the State of New York,
       Richmond County;

   (2) John Breeden and Cherry Buckley, infants by their mother
       and natural guardian, Carol Breeden, against James
       Valentino, Willforce Allen, Eunice Allen, also known as
       Evelene Allen, Staten Island University Hospital, Saint
       Vincents Catholic Medical Center of New York, Staten
       Island Region, and New York City Health and Hospitals
       Corporation -- the Bay Street Health Center and the St.
       George CHC -- pending in the Supreme Court of the State of
       New York, Richmond County;

   (3) Kassandra Rivera, an infant by her mother and natural
       guardian, Sandra Mendez, and Sandra Mendez, individually,
       against St. Vincents Hospital, pending in the Supreme
       Court of the State of New York, New York County;

   (4) Aila Kolenovic, an infant by her mother and natural
       guardian, Mirsada Kolenovic, against Saint Vincents
       Hospital and Medical Center of New York IPA No. 1, Inc.,
       doing business as SVCMC-St. Johns Queens, and Gary D.
       Steinman, M.D., pending in the Supreme Court of the State
       of New York, New York County;

   (5) Christian Malcolm, an infant by his mother and natural
       guardian, Maria Malcolm, and Maria Malcolm, individually,
       against Saint Vincents Catholic Medical Center of New
       York, doing business as Saint Vincents Catholic Medical
       Center;

   (6) Jalissa Cameron, an infant, by her mother and natural
       guardian, Nina Stepney, and Nina Stepney, individually,
       against Venerando M. Valencia, M.D., Chitra M. Perera,
       M.D., Michael L. Moretti, M.D., Greater Staten Island
       Medical Group, P.C., and Saint Vincents Catholic Medical
       Center of New York, doing business as SVCMC-St. Vincents
       Staten Island, pending in the Supreme Court of the State
       Court of New York, Kings County;

   (7) Malik Burnett, an infant, by his mother and natural
       guardian, Ethelena Williams, and Ethelena Williams,
       individually, against St. Mary's Hospital of Brooklyn,
       Alejandro Alcaide, M.D., David Mateo, M.D., Eustace
       Georgatos, M.D., and Chuka Boris Jenkins, M.D., pending in
       the Supreme Court of the State of New York, Kings County;

   (8) Seyon Gladstone, Taurean Gladstone, Ronall Gladstone, and
       Jamall Gladstone, infants by their mother and natural
       guardian, Donna Gladstone, against St. Mary's Hospital of
       Brooklyn, St. Mary's Hospital Family Health Network
       Charles Drew Clinic, Charles R. Drew Neighborhood Health
       Center, Inc., Balwant Tandon, M.D., pending in the Supreme
       Court of the State of New York, Kings County;

   (9) Rasaan Malik, an infant by his parents and natural
       guardians, Rachel Malik and Ali Malik, against St.
       Vincent's Catholic Medical Centers, also known as St.
       Mary's Hospital of Brooklyn, Charles Zollicoffer, M.D.,
       and A. Jacques Guillame, M.D., pending in the Supreme
       Court of the State of New York, Kings County;

  (10) Lemuel Murray-Davison, an infant, by his mother and
       natural guardian, Racheal Murray-Davison, and Racheal
       Murray-Davison, individually, against Paul K. Ennin, M.D.,
       Eddi Jumper, M.D., Mark Mishnik, M.D., St. Mary's Hospital
       of Brooklyn, doing business as Bowman Family Health Center
       and SVCMC-St. Mary's Hospital of Brooklyn, pending in the
       Supreme Court of the State of New York, Kings County; and

  (11) Deborah Sherwood against Allan F. Hewitt, Jr., M.D., David
       Ghozland, M.D., Doris Ramirez, M.D., Carol Russell, M.D.,
       and St. Vincents Hospital-Staten Island, pending in New
       York State Supreme Court, Richmond County.

In separate filings, the Claimants ask Judge Hardin to lift the
automatic stay to allow them to:

   (a) continue prosecuting the State Court Actions; and

   (b) proceed the State Court Actions to trial provided that any
       judgment against the Defendants not be enforced beyond the
       amount of the Debtors' insurance coverage.

Should there be any judgment sum against the Defendants in excess
of the Debtors' insurance coverage limits, the Claimants ask
Judge Hardin to refer the matter back to the Bankruptcy Court for
further proceedings to enforce any excess portion.

Personal injury claimants represented by Michael D. Fitzgerald,
Esq., at Sgarlato & Sgarlato, PLLC, in Staten Island, New York,
also want to pursue their tort claims against the Debtors.  The
Claimants are:

A. Joseph Tranchina v. Saint Vincent's Medical Center - Staten
   Island, filed on December 12, 2005, currently pending in the
   Supreme Court of the State of New York, County of Richmond

   Status:             Issue has not yet been joined by the
                       Defendant.

   Insurance:          Medical Liability Mutual Insurance Company
                       Policy limits $1,000,000/$8,000,000

   Gen. Description:   Slip and fall

   Injuries:           Fractured nose, shoulder/arm injury

B. Amani Royal, an infant under the age of 14 years, by her
   Mother and natural guardian, Danielle Boone, and Danielle
   Boone, individually v. Marti Gilbert, D.O., Debra Siragusa,
   P.A.. Laura Tyree, M.D., Diana Uy, M.D., and Saint Vincent's
   Medical Center - Staten Island, filed on April 9, 2004,
   currently pending in the Supreme Court of the State of New
   York, County of Richmond

   Status:             Examination before Trial of Defendants are
                       outstanding.

   Insurance:          Medical Liability Mutual Insurance Company
                       Policy limits $1,000,000/$8,000,000

   Gen. Description:   Failure to deliver infant in a timely
                       fashion

   Injuries:           Cerebral palsy, global encephalopathy.

C. William Gregor v. Todt Hill Urologic Group, P.C., Michael A.
   Savino, M.D., Jeffrey A. Lessing, M.D., Ronald S. Krantz,
   M.D., Tara LaRocca, PA, and Saint Vincents Catholic Medical
   Center-Staten Island, filed on January 20, 2004, currently
   pending in the Supreme Court of the State of New York, County
   of Richmond

   Status:             Discovery nearly complete; Examination
                       Before Trial of Defendant Saint Vincents
                       Medical Center-Staten Island is
                       outstanding.

   Insurance:          Medical Liability Mutual Insurance Company
                       Policy No. HP-8001026
                       Policy limits $1,000,000/$8,000,000

   Gen. Description:   Failure to diagnose a severe infection
                       Status-post prostate biopsy

   Injuries:           Necrosis and loss of testicle,
                       Post-traumatic Disorder

D. Stephanie Taylor Debes, an infant under the age of 14 years,
   by her father and natural guardian, Robert K. Debes, and
   Robert K. Debes, individually v. Saint Vincents Medical
   Center-Staten Island, a hospital of Saint Vincents Medical
   Centers of New York, Inc., Michael Anthony Grecco, M.D., Louis
   Andrew Grecco, M.D., OB-GYN Associates of Staten Island, P.C.,
   Anthony F. Sampino, M.D., Anatham Harin, M.D., and Jeffrey
   Francis Siracuse, M.D., filed on July 14, 2004, currently
   pending in the Supreme Court of the State of New York, County
   of Richmond

   Status:             Examination Before Trial of Defendants are
                       Outstanding.

   Insurance:          Medical Liability Mutual Insurance Company
                       Policy limits $1,000,000/$8,000,000

   Gen. Description:   Failure to deliver infant in a timely
                       fashion.

   Injuries:           Cerebral palsy

E. Vincent Barbagallo and Alice Barbagallo v. Michael A.
   Savino, M.D., Frederick Sabido, M.D., Nicholas C. Lansigan,
   M.D., Adanna Akujuo, M.D., Richmond Surgical Associates,
   PLLC, and Saint Vincent's Medical Center - Staten Island, a
   hospital of Saint Vincent's Catholic Medical Centers of New
   York, Inc., filed on November 16, 2005, currently pending in
   the Supreme Court of the State of New York, County of Richmond

   Status:             Issue joined Dec. 2,2005

   Insurance:          Medical Liability Mutual Insurance Company
                       Policy limits $1,000,000/$8,000,000

   Gen. Description:   Failure to remove tubing from Plaintiff's
                       penis following surgery

   Injuries:           Urinary incontinence, pain and suffering

Mr. Fitzgerald asserts that given the serious nature of the
injuries of each medical malpractice actions, the Claimants would
suffer severe hardship if prevented from proceeding with their
case expeditiously.

The continuation of the Actions would not affect the Debtors'
bankruptcy cases, Mr. Fitzgerald maintains.  He explains that
only in the event that SVCMC was held liable for damages in
excess of the applicable insurance coverage would the bankruptcy
case be affected.

Accordingly, the Sgarlato Claimants ask the Court to modify the
automatic stay to:

   (a) allow their medical malpractice actions to proceed in the
       appropriate forum to judgment or settlement; and

   (b) permit them to execute on any judgment or collect any
       settlement in each of their actions as against available
       insurance proceeds without further Court Order.

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: Carrasquillo Agrees to Withdraw Saint Johns Suit
----------------------------------------------------------------
Before the bankruptcy filing, Anthony Carrasquillo, individually,
and as guardian ad litem of Jeanne Carrasquillo, commenced
separate medical malpractice actions in the Supreme Court of the
State of New York, County of Queens against:

   -- SVCMC's St. John's Queens Hospital, and

   -- Dr. Gary Zabarsky, a non-hospital employee.  

The State Court Action alleged that the Defendants failed to
diagnose and treat Jeanne Carrasquillo's tuberculosis meningitis.

Subsequently, Dr. Zabarsky asked the Supreme Court to dismiss the
State Court Action against him as it is time-barred by the
statute of limitations.  St. John's also sought a summary
judgment, allowing for its dismissal from the State Court Action.

Mr. Carrasquillo asked the Supreme Court to consolidate the two
actions and to dismiss the statute of limitations defense raised
by Dr. Zabarsky.  

On Jan. 12, 2005, the Supreme Court granted:

   (1) Mr. Carrasquillo's motion to dismiss the statute of
       limitations defense raised by Dr. Zabarsky's; and

   (2) St. Johns' request to dismiss the State Court Action
       against it.

The Supreme Court denied the motion to consolidate the two
actions as moot and Dr. Zabarsky's motion to dismiss the State
Court Action against him as time-barred.

In June 2005, Dr. Zabarsky filed a notice of appeal.  Mr.
Carrasquillo filed a cross notice of appeal in July 2005.

Though St. John was never a party to Dr. Zabarsky's case, Dr.
Zabarsky has argued that the automatic stay prevents the case
against him from moving forward.  

To resolve the Action against St. John's, Saint Vincents Catholic
Medical Centers and Mr. Carrasquillo agreed that:

   (a) the automatic stay is modified to permit Mr. Carrasquillo
       to withdraw his appeal against St. John's, with prejudice
       to re-filing at a later date.  To the extent that a
       separate order dismissing the claims asserted by Mr.
       Carrasquillo against St. John's has not yet been entered,
       the stay is modified to permit a separate order dismissing
       claims against St. John's, with prejudice to enter; and

   (b) Mr. Carrasquillo waives all rights to appeal or otherwise
       challenge the order granting St. John's motion for summary
       judgment and dismissing the claims against it and SVCMC.


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: Creekridge Wants Debtor to Decide On Lease
----------------------------------------------------------
Creekridge Capital LLC, dba Smith & Nephew, leases certain medical
equipment to Saint Vincents Catholic Medical Centers of New York
under a 2004 Extended Equipment Lease Agreement.

The agreement provided a five-month initial term and an option for
the Debtor to purchase the equipment by May 1, 2005.  Jeffrey A.
Reich, Esq., at Reich Reich & Reich, P.C., in White Plains, New
York, relates that the purchase option was not exercised,
resulting in a 30-month lease at $3,529 per month, plus applicable
sales tax and freight.

The Debtor made no payments on the lease obligation prior to the
Petition Date, Mr. Reich notes.

Mr. Reich tells the U.S. Bankruptcy Court for the Southern
District of New York that:

   -- the prepetition default totals $7,495;

   -- the postpetition default as of Dec. 12, 2005, is
      $18,704, consisting of the regular payments of $3,529 due
      on the first of each month from August through December
      2005 and late charges of $176 per month for each of the six
      months from July through December 2005; and

   -- the arrears on the Lease for day 60 through December 12,
      2005 total $14,575.  The arrears constitute administrative
      claims.

Creekridge has incurred and will incur costs and attorneys' fees
in connection with enforcing its timely performance rights and
related administrative claim, Mr. Reich contends.  The full amount
of those fees and costs will not be known until the Court
adjudicates the merits of its timely performance rights and
administrative claim.

Thus, Creekridge asks the Court to:

   (a) compel the Debtor to timely perform its obligations under
       the Lease;

   (b) compel the Debtors to assume or reject the Lease;

   (c) grant its administrative claims against the Debtors for
       overdue rent for late charges, attorneys' fees and
       expenses; and

   (d) conditionally grant relief from the automatic stay to
       permit recovery of property covered by the Lease in the
       event the Debtors fail to assume the Lease by the deadline
       imposed by the Court or default in their performance
       obligations.

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)


SHERIDAN HEALTHCARE: Moody's Puts B1 Rating on $90 Million Debts
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the incremental
borrowings of Sheridan Holdings, Inc. and Sheridan Healthcare,
Inc., as co-borrowers.  The proposed amendment to the existing
credit facilities includes a $10 million expansion of the
revolving credit facility and an $80 million add-on to the term
loan B.  The proceeds of the add-on term loan will be used to
repay amounts outstanding on the current second lien term loan and
revolver.  Moody's also affirmed the ratings of the company,
including the corporate family rating of B1.  The rating on the
second lien term loan will be withdrawn at the close of the
transaction.  The outlook for the ratings is stable.

The affirmation of the ratings reflects the favorable operating
performance of the company following its acquisition by J.W.
Childs Associates in November 2004.  The company has demonstrated
an ability to operate effectively with a significant amount of
debt since the transaction in accordance with Moody's
expectations.  The incremental borrowings under the proposed
amendment do not result in an increase in debt to EBITDA as a
result of the growth of the company.  Sheridan has been able to
grow organically through the addition of new contracts and more
recently through acquisitions.

The ratings reflect risks associated with Sheridan's concentration
of revenues both by customer and by geography.  A significant
portion of the company's revenue is from facilities owned by HCA,
Inc. (27% of net revenue for the year ended Dec. 31, 2004),
although these contracts are negotiated on an individual hospital
basis.  Additionally, 80% of 2005 consolidated revenue was
generated in the state of Florida with a concentration in the
South Broward County Hospital District (15% of net revenue for the
year ended Dec. 31, 2004).

Also considered in the ratings is Sheridan's ability to maintain
margins and cash flow in the face of rising labor cost trends and
pressure on operating results at hospitals that have resulted in
new contracts at lower gross margin percentages.  Further, Moody's
considered risks associated with the ability of the company to
continue to recruit new physicians in light of the decreasing
supply of new anesthesiologists, continued exposure to medical
malpractice claims and changes in physician reimbursement .

In Moody's view, the ratings could come under pressure if Sheridan
were to complete a debt financed acquisition that would be
expected to cause operating cash flow to debt and free cash flow
to debt to fall below 10% and 7%, respectively for twelve or more
months.  Moody's anticipates a moderate level of acquisition
activity.

Additionally, if the aforementioned concerns regarding margin
pressures were to result in a reduction of cash flow that did not
allow the continued deleveraging of the company, Moody's could
consider downward pressure on the outlook and ratings.  Moody's
notes that the required amortization of the term loan is fairly
aggressive with more than 5% of the outstanding balance due in
2006; accelerated amortization in subsequent years could limit
financial flexibility if the company experiences any operating
difficulties.

Sheridan's cash flow coverage metrics are strong for the rating
category but Moody's does not expect coverage at recent levels to
continue.  Moody's notes that the establishment of the company's
self-insurance program in 2003 has resulted in a cash flow benefit
as accruals outpaced funding amounts.  This benefit should
moderate in future periods as the company expects to fund closer
to 100% of accrual amounts.  Historically, the company has funded
approximately 80% of expected losses.  Additionally, other
qualitative factors, including the size and concentration of the
revenue base, continue to constrain the rating.

However, Moody's would consider moving the outlook to positive if
the company can continue to grow and diversify its revenue sources
while it reduces its debt.  Moody's could consider upgrading the
outlook or ratings if adjusted cash flow from operations to
adjusted debt and adjusted free cash flow to adjusted debt were
expected to be sustained at a level above 15% and 13%,
respectively, as the company does not have significant capital
expenditure needs.

Pro forma for the recent acquisitions closed during 2005 and
giving effect to the amended credit facilities and other non-
recurring items, Moody's estimates that Sheridan would have had
cash flow coverage of debt for the twelve months ended Sept. 30,
2005 that is strong for the B1 category.  Moody's estimates that
Sheridan's pro forma adjusted operating cash flow to adjusted debt
and adjusted free cash flow to adjusted debt would have
approximated 15% and 14%, respectively.

However, these results include the cash flow benefit related to
the initial funding strategy of the self-insurance program and
therefore Moody's expects sustainable coverage levels to fall
below these amounts.  Pro forma coverage metrics for Sheridan for
the twelve months ended Sept. 30, 2005, would have been moderate
for the B1 category.  EBIT coverage of interest would have been
approximately 2.6 times while EBITDA less capital expenditures to
interest would have been approximately 3.3 times.  Sheridan's
leverage would have also been moderate for the B1 rating category.
Pro forma lease adjusted debt to adjusted EBITDA would have been
approximately 4 times for the twelve months ended Sept. 30, 2005.

Moody's expects Sheridan to continue to have good liquidity.
Sheridan will have approximately $5 million of cash on hand and
access to a $50 million revolving credit facility, expanded from
$40 million prior to the amendment.  Covenants set forth in the
agreement, which are unchanged in this amendment, are not expected
to limit the availability of the revolver.

The senior secured credit facilities are rated at the same level
as the corporate family rating because they represent the only
instrument in the company's debt structure.  The facilities are
guaranteed by All Women's Healthcare Holdings, Inc. (a subsidiary
that is excluded from the credit group and not subject to
restrictions under the credit agreement) and all direct and
indirect wholly-owned domestic subsidiaries of Sheridan Healthcare
Inc., excluding Marblehead Surety & Reinsurance Co. Ltd. (the
company's captive insurance subsidiary) and WPAA.

This is a summary of Moody's actions.

Ratings assigned:

   * $10 million incremental senior secured revolving credit
     facility due 2009, rated B1

   * $80 million add-on senior secured term loan due 2010,
     rated B1

Ratings affirmed:

   * $40 million senior secured revolving credit facility
     due 2009, rated B1

   * $105 million senior secured term loan due 2010 (current
     amortized value of $100), rated B1

   * $65 million senior secured 2nd lien term loan due 2011,
     rated B2 (to be withdrawn at close of transaction)

   * Corporate family rating, B1

Headquartered in Sunrise, Florida, Sheridan Healthcare is a
leading provider of physician services to hospitals and ambulatory
surgical facilities that desire to outsource the physician
staffing for the:

   * anesthesia,
   * neonatology, and
   * emergency departments.

Sheridan also provides a full compliment of professional and
administrative support services including physician billing.  For
the twelve months ended Sept. 30, 2005 Sheridan generated revenue
of approximately $322 million.


STONEBRIDGE HOMES: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Stonebridge Homes L.L.C.
             43453 Colter Court
             Ashburn, Virginia 20147

Bankruptcy Case No.: 06-10016

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Stonebridge at Waterford Creek, LC         06-10017

Chapter 11 Petition Date: January 17, 2006

Court: Eastern District of Virginia (Alexandria)

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, P.L.C.
                  700 South Washington Street, Suite 216
                  Alexandria, Virginia 22314
                  Tel: (703) 549-5000
                  Fax: (703) 549-5011

                            Estimated Assets     Estimated Debts
                            ----------------     ---------------
Stonebridge Homes L.L.C.    $1 Million to        $1 Million to
                            $10 Million          $10 Million

Stonebridge at Waterford    $1 Million to        $1 Million to
Creek, LC                   $10 Million          $10 Million

A. Stonebridge Homes L.L.C.'s 2 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
James B. Madigan, Jr.                            Unknown
42076 Sweet Spring Lane
Leesburg, VA 20176

John Mark Caldwell                               Unknown
15993 Waterford Creek Circle
Hamilton, VA 20158

B. Stonebridge at Waterford Creek, LC's 4 Largest Unsecured
   Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Virginia Commerce Bank                        $5,500,000
Attn: James Rays
4221 Walney Road, 3rd Floor
Chantilly, VA 20151-2987

Burgess & Riple                                 $300,000
Attn: Dennis Thomas
4160 Pleasant Valley Rd
Chantilly, VA 20151

Steve Price                                      $45,000
212 East Market Street
Leesburg, VA 20176

John Mark Caldwell                               Unknown
15993 Waterford Creek Circle
Hamilton, VA 20158


SUNNY DELIGHT: Poor Results Cues Moody's to Lower Ratings to B2
---------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Sunny
Delight Beverages Company to reflect the material shortfall in
operating profit and cash flow generation that the company has
experienced in 2005, and the resultant pressure on financial
flexibility and the company's liquidity profile.  

The rating outlook is negative, reflecting the potential for
continued weakening over the near-to-intermediate term as a result
of continued-high raw material and energy prices coupled with
ongoing business challenges in Europe.

The ratings downgraded are:

  Sunny Delight Beverages Company:

   * Corporate Family Rating to B2 from B1

   * $30 million first lien revolver due Aug. 23, 2009 to B2
     from B1

   * $105 million first lien term loan due Aug. 23, 2010 to B2
     from B1

The rating outlook is negative.

Despite significant debt reduction in June 2005 after the sale of
Punica Getranke GmbH, the company's credit metrics have not
improved in line with original expectations.  The disappointing
results are driven mainly by higher-than-expected packaging and
freight costs experienced in North America in the latter half of
2005, as well as higher fixed costs and lower volumes in Europe.
Moody's cautioned that near-term results may weaken further, as
input costs show no sign of abating and the company has entered
the seasonal low period, which could limit the offsetting effects
of price increases.  Moody's also cautioned that near-term
liquidity could be strained as a result of negative free cash flow
generation and tenuous covenant compliance, at best.

Moody's considered Sunny Delight's B2 rating in the context of the
key rating drivers for the Global Soft Beverage industry,
including:

   1) Scale and Diversification: Sunny Delight is limited in terms
      of size and scope, with estimated annual revenue of about
      $450 million, a limited number of brand names, markets and
      channels.  The company's customer base is also significantly
      concentrated.

   2) Franchise Strength: The company faces tough competition in
      North America where it is building on the recent organic
      volume gains and its improved market position.  Its European
      operations are small (about 27% of revenue), and continue to
      face significant challenges.  Until recently, product
      innovation has been modest.

   3) Profitability/Pricing Flexibility: the company has limited
      pricing power, but is currently in the process of
      implementing price increases that, if successful, should
      help offset higher commodity costs.

   4) Leverage and Coverage: Despite still reasonable leverage
      from a debt/EBITDA perspective, the company's credit metrics
      have substantially eroded as a result of recent cost
      pressure.

The rating agency noted that, despite the decline in enterprise
value given Sunny Delight's weak performance to date, there is
likely adequate collateral coverage of the approximately $135
million term loan and revolver in a distressed scenario.

The negative outlook reflects the potential for continued
weakening over the near-to-intermediate term as a result of
ongoing business challenges and continued-high raw material
prices, in conjunction with the company's strained financial
flexibility.

Moody's cautions that further ratings downgrades will occur if the
company is unable to stabilize its operations in the near term
and/or to improve its liquidity profile.  Conversely, the outlook
could return to stable if the company can improve its financial
flexibility and demonstrate the ability to stabilize operations
and restore profitability and cash flow generation.

Sunny Delight Beverages Company is the US operating company of
Beverages Holdings, L.L.C.  Together with its western European
operations, the company is a global manufacturer and distributor
of juice drinks under the "Sunny D" brand name.  Product is sold
in:

   * the US,
   * Canada,
   * the United Kingdom,
   * Ireland,
   * France,
   * Spain, and
   * Portugal.


SUPERB SOUND: Old National Extends $6.3 Million DIP Loan
--------------------------------------------------------
The Hon. Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis authorized Superb
Sound, Inc., to obtain up to $6.35 million in secured postpetition
financing from Old National Bank.

In addition, Judge Otte allowed the Debtor to use cash collateral
securing its prepetition obligations to Old National.  The
prepetition obligations, in the aggregate principal amount of
$5.5 million, are secured by security interests in, and a liens
on, substantially all of the Debtor's assets.

The Debtor sought the Bankruptcy Court's permission to secure
postpetition financing and use Old National's cash collateral in
order to preserve, maintain and enhance the going concern value of
its estate.  

                          DIP Financing

To secure the Debtor's postpetition indebtedness, Old National is
granted:

     a) valid and perfected first-priority security interests in,
        and liens on all of the Debtor's assets not otherwise
        encumbered by a validly perfected security interest or
        lien senior to Old National's liens as of the Petition
        Date;

     b) a junior perfected lien on all of the Debtor's right,
        title and interest in, to and under the prepetition
        collateral. These liens shall be subject to any prior
        liens senior to Old National's liens prior to the Petition
        Date; and

     c) a second priority, junior perfected Lien on all of the
        Debtor's right, title and interest in, to and under all
        other collateral subject to any valid lien perfected after
        the Petition Date.

                         Cash Collateral

As adequate protection for any diminution in the value of its cash
collateral, the Debtor grants Old National:

    a) valid and perfected, replacement security interests in, and
       liens on all of the Debtor's right, title and interest in,
       to and under the collateral; and

    b) a superpriority claim, junior only to the superpriority    
       claim granted with respect to the DIP financing and the  
       carve out reserved for payments to the U.S. Trustee or to
       professionals retained by the Debtor or the Official
       Unsecured Creditors' Committee.

Old National agrees to make postpetition loans to the Debtor and
to allow the use of its cash collateral until Jan. 21, 2006.  
However, the bank may terminate the postpetition financing
agreement, and declare the loans to be immediately due and
payable, on the occurrence of an event of default.

The Debtor is authorized to use the proceeds of the postpetition
indebtedness and the collateral only for payments specified in a
rolling nine-week budget approved by Old National.  The Debtor did
not include a copy of this budget when it filed its motion to
obtain postpetition financing and use cash collateral.

Headquartered in Indianapolis, Indiana, Superb Sound, Inc., dba
Ovation, Ovation Audio/Video and Ovation Home --
http://www.ovation-av.com/-- is an audio, video and mobile  
electronics specialist.  The company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).
William J. Tucker, Esq., at William J. Tucker & Associates, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed
$9,416,642 in assets and $14,546,796 in debts.


TENFOLD CORP: Names Robert P. Hughes as Chief Financial Officer
---------------------------------------------------------------
TenFold Corporation's Board of Directors appointed Robert P.
Hughes as its Chief Financial Officer.

Mr. Hughes, age 46, has served as the Company's Chief of Staff
since November 2005.  He has also served as its Senior Vice
President Finance since December 2000 and its Chief Accounting
Officer since May 2003.  From September 2000 until December 2000
he served as Chief Financial Officer of a TenFold subsidiary.  
From February 1995 until August 2000, he served as the Company's
Chief Financial Officer.

In connection with his earlier employment with the Company, Mr.
Hughes was one of several defendants named in a civil action filed
by the Securities and Exchange Commission on Nov. 20, 2002,
alleging certain violations of federal securities laws.  On
Dec. 16, 2005, the Securities and Exchange Commission filed a
motion to voluntarily dismiss all of its claims against Mr. Hughes
and the other defendants.  On Dec. 19, 2005, the United States
District Court for the District of Utah dismissed with prejudice
all claims in this action. Case Number: 2:03cv442 TC D. Utah.

TenFold Corporation (OTC Bulletin Board: TENF) --
http://www.tenfold.com/-- licenses its patented technology for
applications development, EnterpriseTenFold(TM), to organizations
that face the daunting task of replacing obsolete applications or
building complex applications systems.  Unlike traditional
approaches, where business and technology requirements create
difficult IT bottlenecks, EnterpriseTenFold technology lets a
small, team of business people and IT professionals design, build,
deploy, maintain, and upgrade new or replacement applications with
extraordinary speed, superior applications quality and power
features.

As of Sept. 30, 2005, TenFold's balance sheet reflected a
$945,000 stockholders' deficit, compared to $2,281,000 of positive
equity at Dec. 31, 2004.

                         *     *     *

                      Going Concern Doubt

Tanner LC expressed substantial doubt about TenFold's ability to
continue as a going concern after it audited the company's
financial statements for the fiscal year ended Dec. 31, 2004.  The
auditor pointed to the company's problems in raising capital.

TenFold disclosed that it is presently focusing on selling new,
larger license deals with current customers who have experienced
the Company's value proposition, exploring distribution
agreements, and continuing discussions with potential investors
about the possibility of raising capital.

The Company stated in its quarterly report that several of its
independent Board members expressed interest in considering and
possibly participating in a capital raising transaction that might
include potential outside investors.  The possible transaction
would seek to raise approximately $5 million to $10 million.

There can be no assurance that the Company will be successful in
raising capital, and these risks may have a materially adverse
effect on its future cash flow and operations.  Without material
cash inflows from new sales or capital raising, the Company
disclosed that it will not have sufficient resources to continue
as a going concern through 2005, as the Company will exhaust its
existing cash balances by the fourth quarter of 2005.


TERADYNE INC: Earns $224.1 Million in Fourth Quarter of 2005
------------------------------------------------------------
Teradyne, Inc., reported sales of $345.2 million for the fourth
quarter of 2005, an increase of 18% over the third quarter of
2005.

Net income in the fourth quarter was $224.1 million.  Net income
from continuing operations was $89.6 million and $50 million on a
non-GAAP basis.  Bookings for the fourth quarter were         
$377.6 million, up 26% over the third quarter.

For fiscal 2005, sales were $1.08 billion.  Net income for the
year was $90.6 million.  The company had a net loss from
continuing operations of $60.5 million and a net loss of      
$33.6 million on a non-GAAP basis.

"The fourth quarter capped a year of significant improvement for
Teradyne," Michael Bradley, Teradyne president and CEO, said.  
"Throughout 2005, we had solid sequential growth in sales and
bookings, strong fourth quarter profit performance in both our
Semiconductor Test and non-Semiconductor Test businesses, and a
much-improved balance sheet.  Our FLEX(TM) System-On-a-Chip tester
led the way throughout the year."

On Nov. 30, 2005, Teradyne completed the sale of its Connection
Systems division to Amphenol Corporation for $385 million in cash
as adjusted post-closing and further subject to post-closing net
asset value adjustments.  Connection Systems' revenue and expenses
are reported on a net basis in discontinued operations, and
therefore have been excluded from continuing operations in all
reported periods.

Teradyne Inc. -- http://www.teradyne.com/-- is a leading supplier  
of Automatic Test Equipment used to test complex electronics used
in the consumer electronics, automotive, computing,
telecommunications, and aerospace and defense industries.  In
2005, Teradyne had sales of $1.08 billion, and currently employs
about 4,000 people worldwide.  Teradyne (R) is a registered
trademark of Teradyne, Inc. in the U.S. and other countries.  All
product names are trademarks of Teradyne, Inc., including its
subsidiaries or their respective owners.

                          *     *     *

Teradyne's 3.75% Convertible Senior Notes due Oct. 15, 2006 carry
Standard & Poor's B+ rating.


UAL CORPORATION: Files Second Amended Plan Of Reorganization
------------------------------------------------------------
UAL Corporation and its debtor-affiliates delivered their Second
Amended Plan of Reorganization to the U.S. Bankruptcy Court for
the Northern District of Illinois on Jan. 16, 2006.

The Second Amended Plan provides that the Reorganized Debtors will
enter into a new credit facility providing for a revolving credit,
letter of credit and term loan facility of up to $3,000,000,000 to
obtain the funds necessary to:

   -- satisfy the DIP Facility Claims;
   -- make other payments under the Plan; and
   -- conduct their post-reorganization operations.  

According to Frederic F. Brace, UAL Corporation executive vice
president and chief financial officer, confirmation of the Plan
will be deemed approval of the New Credit Facility.

                      New UAL Common Stock

On the Effective Date, Reorganized UAL will issue up to
125,000,000 shares of New UAL Common Stock, to be divided in this
manner:

   (1) 115,000,000 shares as the Unsecured Distribution and the
       Employee Distribution;

   (2) up to 9,825,000 shares, or equivalent options, pursuant to
       the Management Equity Incentive Plan; and

   (3) up to 175,000 shares, or equivalent options, pursuant to
       the Director Equity Incentive Plan.

                       Class 2E-3 Claims

Class 2E-3 consists of unsecured claims of the Pension Benefit
Guaranty Corporation against United Air Lines, Inc.  In full
satisfaction of these claims, each holder will receive the
consideration set forth in the Court-approved PBGC Settlement
Agreement.  Entry of the Confirmation Order, among other things,
constitutes:

   -- allowance of the PBGC's unsecured claim as a
      $10,213,600,000 prepetition, general unsecured Claim
      against United;

   -- overruling of all related objections; and

   -- expungement for administrative purposes of all previously
      filed claims with respect to the Unsecured PBGC Claim.

                 Creditors Committee Settlement

The Debtors and the Official Committee of Unsecured Creditors
entered into a settlement agreement dated Jan. 11, 2006, to
resolve all outstanding issues between them.  The Settlement
provides that the Debtors will direct the PBGC to assign the
unassigned portion of 45% of its unfunded benefit liability claim:

   * The first 50% of the 45% UBL Claim, net of the Claim
     Conveyance, will be assigned to all holders of unsecured
     claims and those entitled to receive employee distributions,
     excluding the creditors under Class 2E-3 Unsecured PBGC
     Claims and Class 2E-5 Unsecured Public Debt Aircraft Claims.

   * The second 50% of the 45% UBL Claim, net of those
     assignments to the Municipal Bond Indenture Trustees and the
     United States of America estimated to be $35,000,000, will
     be assigned to the Unsecured Creditor Body, excluding
     Class 2E-5 creditors.

Furthermore, the parties agree that the distributions based on
certain unsecured debentures repurchased by the Debtors will be
assigned to the Unsecured Creditor Body, excluding Class 2E-3
creditors.

                   Plan Oversight Committee

The Creditors Committee will be dissolved on the Effective Date.   
A Plan Oversight Committee will be created, which will consist of
three members of the Creditors Committee.

Post-Effective Date, the Plan Oversight Committee will have
standing to participate in various matters including:

   a. claim objections by the Plan Oversight Committee and any
      claim objections originally filed by the Creditors
      Committee before the Confirmation Date to the extent that
      (1) the Plan Oversight Committee's position in this
      proceeding is materially different from the position of the
      Reorganized Debtors; and (2) the claim objection would
      satisfy the requirements under the Plan if brought after
      the Effective Date;

   b. an objection to the Reorganized Debtors' assumption of an
      executory contract or unexpired lease after the Effective
      Date that had previously been rejected pursuant to the
      Plan, to the extent that the cure associated with that
      decision is inconsistent with the Debtors' businesses plan;
      and

   c. other matters as may be agreed in advance and in writing by
      the Reorganized Debtors and the Plan Oversight Committee.

                        Municipal Bonds

In full and final settlement of potential confirmation objections
by the Municipal Bond Indenture Trustees, United will direct the
PBGC to assign a portion of its unfunded benefit liability claim
for the MB Indenture Trustees to generate $12,000,000 in net
proceeds.  As soon as practicable after the Effective Date, United
will sell New UAL Common Stock on account of the assigned portion
of the Unsecured PBGC Claim.  The net proceeds of the sale will be
used to pay the reasonable fees and expenses of the MB Indenture
Trustees.

The MB Indenture Trustees are:

   (a) The Bank of New York, in its capacity as indenture trustee
       for the 10.25% Debentures due July 15, 2021, the 9.75%
       Debentures due August 15, 2021, the 9% Notes due
       December 15, 2003, the 9.125% Debentures due January 15,
       2012, the 10.67% Series A Debentures due May 1, 2004, and
       the 11.21% Series B Debentures due May 1, 2014;

   (b) BNY, in its capacity as indenture trustee for the New York
       City Industrial Development Agency Special Facility
       Revenue Bonds, Series 1997;

   (c) The Bank of New York Trust Company, N.A., in its capacity
       as indenture trustee for the California Statewide
       Communities Development Authority Special Facilities Lease
       Revenue Bonds, 2000 Series A;

   (d) BNY Trust, in its capacity as indenture trustee for the
       $220,705,000 Indianapolis Airport Authority 6-1/2% Special
       Facility Revenue Bonds, Series 1995 A;

   (e) U.S. Bank National Association, in its capacity as
       indenture trustee for the Miami-Dade County Industrial
       Development Authority Special Facilities Revenue Bonds,
       Series 2000 for $32,365,000; the California Statewide
       Communities Development Authority Special Facilities
       Revenue Bonds, Series 2001 for $34,590,000; the Regional
       Airports Improvement Corporation Facilities Lease
       Refunding Revenue Bonds, Issue of 1992, United Air Lines,
       Inc., for $34,390,000; and the Regional Airports
       Improvement Corporation Adjustable-Rate Facilities Lease
       Refunding Revenue Bonds, Issue of 1984, United Air Lines,
       Inc. for $25,000,000; and

   (f) HSBC Bank USA, National Association, in its capacity as
       indenture trustee or paying agent for the $80,500,000
       Massachusetts Port Authority Special Facilities Revenue
       Bonds, Series 1999A; $190,240,000 California Statewide
       Communities Development Authority Special Facility Revenue
       Bonds, Series 1997; $261,415,000 City and County of
       Denver, Colorado Special Facilities Airport Revenue Bonds,
       Series 1992-A; and $154,845,000 California Statewide
       Communities Development Authority Special Facility Lease
       Revenue Bonds, 1997 Series A.

                 Creditor Specific Resolutions

The Debtors have resolved various confirmation objections through
agreements or Plan modifications.

A. Travelers Casualty and Surety Company of America

To the extent of the value of any collateral held by Travelers
Casualty and Surety Company of America that secures Claim Nos.
39664 and 39663, Travelers will have a Class 2B-2 Other Secured
Claim against United Air Lines, Inc., and a Class 1B-2 Other
Secured Claim against UAL.  The Travelers Secured Claims will be
Unimpaired under the Plan.

B. CSCDA

The Debtors agree to amend their Court-approved stipulation with
the California Statewide Communities Development Authority to
provide that:

   -- As soon as possible after the Plan Effective Date, CSCDA
      may withdraw from escrowed funds any accrued annual fees,
      prorated from the last payment date on account of the 1997
      LAX Transaction, the 2000 SFO Transaction, and the 2001 LAX
      Transaction.

   -- On the Effective Date, CSCDA will release its security
      interest in a portion of the remaining Escrowed Funds equal
      to the Prorated Amount, and pay it to United.  United is
      discharged to pay any further Annual Fees.

   -- CSCDA will have a Class 2B-2 Other Secured Claim against
      United solely to the extent of the Escrowed Funds.  

C. Sky King, Inc.

Sky King, Inc., and the Debtors reserve all rights in connection
with a pending litigation in United States District Court for the
Eastern District of California relating to a postpetition Aircraft
Purchase and Sale Agreement.  To the extent the Debtors are found
liable to Sky King, Sky King will have an allowed administrative
claim under the Plan for any amounts owed by the Debtors.

D. Atlantic Coast Airlines, Inc.

If the Reorganized Debtors do not pay the administrative claims,
of Atlantic Coast Airlines, Inc., or its successor, Atlantic Coast
Airlines may file a request in the Bankruptcy Court to enforce the
terms of the Plan against them.

E. 1997-1 EETC Transaction

The Class 2B-1 Secured Aircraft Claim of Wells Fargo Bank
Northwest N.A., solely as Class A Pass Through Trustee of the
1997-1 EETC Transaction, will be rendered unimpaired under the
Plan by United's purchase of the 1997-1 Class A EETC Certificates
at par.  The Class A Purchase will be effectuated by United's cash
payment to Wells Fargo.

A black-lined copy of the Debtors' Second Amended Plan of
Reorganization is available for free at:

      http://bankrupt.com/misc/ual-2nd_amended_plan.pdf

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 114; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Files Memorandum of Law Supporting Plan Confirmation
--------------------------------------------------------------
UAL Corporation and its debtor-affiliates filed a Memorandum of
Law in support of confirmation of their Plan of Reorganization
with the U.S. Bankruptcy Court for the Northern District of
Illinois.

The Court should confirm the Debtors' Plan, which marks the
culmination of their three-year transformation in Chapter 11, Chad
J. Husnick, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
tells the Court.

Mr. Husnick emphasizes that during the three years of their
Chapter 11 Cases, the Debtors have restructured almost every
aspect of their business, including revamping labor and pension
costs, marking to market aircraft fleet, restructuring municipal
bond obligations, and renegotiating leases and contracts,
notwithstanding industry woes of epic proportions, while
delivering greatly improved operational performance to customers.

Standard and Poor's and Moody's rating services just assigned
their "B+" and "B1" ratings to the Debtors' $3,000,000,000 exit
facility.  According to Mr. Husnick, the Debtors are at last
poised to emerge from Chapter 11 with a resilient balance sheet,
a strong cash position, and a renewed and sustainable ability to
compete for the long term.

In a ringing endorsement of the Debtors' future, their creditors
voted overwhelmingly in favor of their Plan, Mr. Husnick reports.  
On an aggregate basis, about 16,000 creditors voting more than
$17,000,000,000 in Claims accepted the Plan.  The percentage of
accepting voting creditors in each Class, on a consolidated
basis, ranged from 64% to 100%, easily exceeding the necessary
50% per Class required under Section 1126(c) of the Bankruptcy
Code.  The accepting dollar value of votes per Class on a
consolidated basis ranged from 84% to 100%, well above the two-
thirds threshold under Section 1126(c).

Mr. Husnick notes that virtually none of the 56 objections to the
Plan confirmation raise traditional plan confirmation issues,
like classification, feasibility, the best interests test, or the
absolute priority rule.  Most of the objections, he says, were
limited in nature, only requesting clarifications of plan
language or seeking to reserve or assert what are purported to be
specific individual legal rights.

The "major" objections to the Plan relate to the Plan's
Management Equity Incentive Plan, selection of the Reorganized
UAL's post-emergence board, and distributions to salaried and
management employees on account of their wage and pension
sacrifices during the restructuring.  However, Mr. Husnick argues
that these objections have no merit.

"The Debtors have repeatedly stated that they appreciate the
necessary sacrifices made by all employees, union and non-union
alike.  But at the same time, the Debtors need to implement a
program that directly aligns management's incentives with that of
shareholders (including employees who will receive shares under
the Plan) on a going forward basis," Mr. Husnick says.

"Absent the ability to provide this competitive incentive
program, it will be difficult for United to retain and attract
the management talent necessary to ensure that United is a leader
in the industry."

The Debtors have been working with the objecting parties to
resolve their objections.  As of Jan. 10, 2006, 17 objections
have been resolved through agreements or Plan modifications,
reports Mr. Husnick.

A chart listing the identity of each objecting party and the
status of its particular objection is available for free at:

       http://bankrupt.com/misc/ual-objectionslist.pdf

Prior to the confirmation hearing, the Debtors will file and
serve to parties-in-interest a "blackline" version of the Plan,
highlighting the changes.  As the Debtors continue to work toward
resolution of objections, certain additional modifications may be
referenced on the record during the Confirmation Hearing.  The
Debtors clarify that all modifications to the Plan are immaterial
because they address individual concerns raised by individual
creditors and do not adversely affect the treatment of creditors
who voted to accept the Plan.  As a result, the Debtors suggest
that all creditors that had previously accepted the Plan should
also be deemed to accept the Plan, as modified, without having to
re-solicit Plan acceptances.

To confirm the Plan, the Court must find that the Debtors have
satisfied the provisions of Section 1129 by a preponderance of
the evidence.  The Debtors believe that the Plan complies with
all relevant Sections of the Bankruptcy Code, the Federal Rules
of Bankruptcy Procedure and applicable non-bankruptcy law.  In
particular, the Debtors believe that the Plan fully complies with
all of the requirements of Sections 1122, 1123 and 1129.

"With Chapter 11's fresh start waiting in the wings, United is
now primed to lead the way among air carriers for years to come,"
Mr. Husnick says.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 113; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


UAL CORP: Reaches Consensual Agreement with Panel on Ch. 11 Plan
----------------------------------------------------------------
UAL Corporation (OTCBB:UALAQ.OB) and the Official Committee of
Unsecured Creditors have reached a consensual agreement to resolve
all of the issues between the Company and the Committee, including
the Committee's objections to the Company's Plan of
Reorganization.

The final agreement will be reflected in an amended Plan, to be
filed with the U.S. Bankruptcy Court in the Northern District of
Illinois.

"Being able to reach a global, consensual agreement with the
creditor's committee prior to confirmation is the goal in any
restructuring, and is an enormous accomplishment.  Today's
agreement with the Creditors' Committee, which represents the new
owners of United, is a major step forward in concluding our
restructuring, and continues our strong momentum going into next
week's POR Confirmation Hearing," said Jake Brace, chief financial
officer and executive vice president.  "We appreciate the hard
work of the Creditors' Committee in reaching this agreement, as
well as the Committee's support throughout United's extremely
complex and difficult restructuring.  We look forward to
confirming the Plan next week and exiting bankruptcy next month
ready to compete with the strongest carriers."

"We're very pleased to have worked closely with United management
and to have reached an agreement that brings our issues to an end,
to the benefit of creditors and company alike," said Dana
Lockhart, chair of the Official Committee of Unsecured Creditors
and chief financial officer, Airbus of North America.  This has
been an extraordinarily complicated restructuring, and we look
forward to United's successful exit from bankruptcy as the vital
competitor it is."

Among the issues resolved in the agreement are those relating to
the proposed Management Equity Incentive Plan, the amount of the
claim by the Pension Benefit Guarantee Corporation, stock and note
distributions for salaried and management employees, and certain
corporate governance matters.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  (United Airlines
Bankruptcy News, Issue No. 113; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ULTIMATE ELECTRONICS: Exits Chapter 11 as Liquidating Ultimate
--------------------------------------------------------------
Ultimate Electronics, Inc., and its debtor-affiliates emerged from
bankruptcy protection on Jan. 11, 2006, the effective date of
their confirmed Amended Joint Plan of Reorganization took effect.  

The U.S. Bankruptcy Court for the District of Delaware confirmed
the Debtors and the Official Committee of Unsecured Creditors'
Joint Plan on Dec. 9, 2005.

                      Summary of Joint Plan

Pursuant to the Plan, David A. Carter is appointed as the Plan
Administrator and each of Ultimate Electronics' six debtor-
affiliates merged into Liquidating Ultimate.  Liquidating Ultimate
is the sole Reorganized Debtor under the Plan.  Liquidating
Ultimate has the limited purpose of distributing the assets of the
Debtors' estates to their various creditors.

The Plan Administrator will exhausts all of the Debtors' assets
and make the final distribution of cash or stock under the Plan
and Plan Administration Agreement.  Mr. Carter will be in charge
of completing the dissolution of Liquidating Trustee in accordance
with the applicable laws of the state of Delaware.

Events that have taken place since the Plan's effective date
include:

    1) elimination of all intercompany claims between and among
       the Debtors and cancellation of all subsidiary interests;

    2) elimination and cancellation of all subordinated 510(b) and
       subordinated 510(c) claims;

    2) merging of all assets and liabilities of the affiliate
       debtors with the assets and liabilities of Liquidating
       Ultimate; and

    3) each claim filed or to be filed against each of the debtor-
       affiliates are deemed as a single claim and a single
       obligation filed only against Liquidating Ultimate.

Allowed general unsecured claims, totaling approximately
$83 million, will be fully paid in two installments after the
later of the distribution date or the periodic distribution date.  
Holders of those claims will receive from the Disbursing Agent
their pro rata share of the initial general unsecured claim
Distribution Amount.  

On each periodic distribution date, holders of allowed general
unsecured claims will receive their pro rata share of the periodic
general unsecured claim Distribution Amount and certain other non-
cash consideration.

A full-text copy of the Disclosure Statement and Joint Plan is
available is available for a fee at
http://www.researcharchives.com/bin/download?id=060118193108

Headquartered in Thornton, Colorado, Ultimate Electronics, Inc.
-- http://www.ultimateelectronics.com/-- is a specialty retailer    
of consumer electronics and home entertainment products located in
the Rocky Mountain, Midwest and Southwest regions of the United
States.  The Company operates 65 stores and focuses on mid-to
high-end audio, video, television and mobile electronics products.
The Company and its debtor-affiliates filed for chapter 11
protection on January 11, 2005 (Bankr. D. Del. Case No. 05-10104).
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represents the Debtors in their restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
total assets of $329,106,000 and total debts of $160,590,000.  The
Court confirmed the Debtors' chapter 11 Plan on Dec. 9, 2005, and
the Plan took effect on Jan. 11, 2006.


UNIVERSAL COMMS: Auditor Raises Going Concern Doubt
---------------------------------------------------
Reuben E. Price & Co. expressed substantial doubt about Universal
Communication Systems, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal years ended Sept. 30, 2005 and 2004.  The auditing firm
pointed to the Company's over $1.5 million working capital deficit
and recurring losses from operations.

                  Fiscal Year 2005 Results

Universal Communication incurred a $3,775,692 net loss on
$1,295,467 of revenue for the fiscal year ended Sept. 30, 2005, as
compared to a $3,531,933 net loss on $375,007 of revenue for the
same period a year earlier.  Accumulated deficit at Sept. 30,
2005, total $39,216,245.

Revenues for the fiscal year ended Sept. 30, 2005 were earned
primarily by the Company's subsidiaries, AirWater Corporation and
Millennium Electric T.O.U., Ltd.  Digital Way, SA, the Company's
Peruvian subsidiary had revenues which are not reported as a
result of a lack of cooperation from the subsidiary's management.

Universal Communication's balance sheet showed $1,511,692 in total
assets and liabilities of $3,964,290 at Sept. 30, 2005, resulting
in a stockholders' deficit of $2,452,598.

As of Sept. 30, 2005, the Company's had total working capital
deficit of $1,480,078.  This represents a $130,103 decrease over
the $1,610,181 deficiency reported in Sept. 30, 2004.

Universal Communications Systems, Inc. -- http://www.ucsy.com/--  
and its subsidiaries are actively engaged worldwide in developing
and marketing solar energy systems, as well as systems for the
extraction of drinkable water from the air.  Consolidated
subsidiaries include wholly-owned subsidiaries AirWater Corp.,
AirWater Patents Corp, Millennium Electric T.O.U. Ltd, Solar Style
(USA) Inc., Solar One Inc, Solar Style Ltd., and Misa Water
International, Inc, and majority-owned subsidiaries Atmospheric
Water Technologies and Millennium USA.

Prior to 2003, the Company was engaged in activities related to
advanced wireless communications, including the acquisition of
radio-frequency spectrum internationally.  Currently, the
Company's activities related to advanced wireless communications
are conducted solely through its investment in Digital Way, S.A.,
a Peruvian communication company and former wholly owned
subsidiary.


VARIG S.A.: Plans to Place Nine More Aircraft in Operation
----------------------------------------------------------
VARIG, S.A., will put in operation nine more aircraft after
repairs are completed, Bloomberg News says.

VARIG told Bloomberg in an e-mail that it intends to end the first
half of 2006 with 70 aircraft in service.

The fleet expansion is part of VARIG president and CEO Marcelo
Bottini's plan to boost sales during the travel season in Brazil,
Romina Nicaretta of Bloomberg says.

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)


WEATHERBY FORD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Weatherby Ford, Inc.
        300 North Magnolia
        Hubbard, Texas 76648

Bankruptcy Case No.: 06-10060

Type of Business: The Debtor is a car dealer.  Weatherby Ford
                  previously filed for a chapter 11 protection on
                  March 13, 2005 (Bankr. W.D. Tex. Case No.
                  05-11293).

Chapter 11 Petition Date: January 18, 2006

Court: Western District of Texas (Austin)

Debtor's Counsel: Christopher J. Tome, Esq.
                  Law Offices of Christopher J. Tome
                  8650 Spicewood Springs Road, PMB 504
                  Austin, Texas 78759-4322
                  Tel: (512) 249-1904
                  Fax: (512) 249-1920

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Dealer Computer Services,     Purchase Money             $40,000
Inc.
P.O. Box 4346
Dept. 527
Houston, TX 77210

Hill County Tax               Motor Vehicle              $30,000
Assessor-Collector            Inventory Taxes
P.O. Box 457
Hillsboro, TX 76645

Internal Revenue Service      Section 940 & 941          $30,000
P.O. Box 21126                taxes
Philadelphia, PA 19114

Capital Reyna                 Computer & Network         $27,000
                              Equipment

Waco Tribune Herald           Non-Purchase Money         $16,409

Jeffrey L. Wilner             Professional Services      $15,000

Reynolds and Reynolds         Purchase Money             $15,000

U.S. Trustee                  Unpaid Trustee             $15,000
                              Operating Assessments
                              for Case No. 0511293

AER Manufacturing, Inc.       Purchase Money             $11,000

The Parts Depot               Purchase Money              $7,000

The Teague Chronicle          Non-Purchase Money          $6,033

The Groesbeck Journal         Non-Purchase Money          $5,277

The Jewett Messenger          Non-Purchase Money          $4,050

Reyna Corporation             Purchase Money              $4,000

Freestone County Times        Non-Purchase Money          $3,000

AT&T                          Purchase Money              $2,500

KNES Radio                    Non-Purchase Money          $2,145

GNK Services                  Purchase Money              $1,500

MUZAK                         Purchase Money              $1,000

Safety Kleen Systems          Purchase Money              $1,000


WESTON NURSERIES: Court Okays Hinckley Allen as Special Counsel
---------------------------------------------------------------
Weston Nurseries, Inc., sought and obtained authority from the
U.S. Bankruptcy Court for the District of Massachusetts to employ
Hinckley, Allen & Snyder LLP as its special counsel.

The Debtor tells the Court that Hinckley Allen will serve as its
special counsel regarding general corporate matters.

The Debtor assures the Court that the Firm's services are general
corporate in nature, similar to the services rendered by the Firm
pre-bankruptcy, and will not duplicate the services offered by the
Debtor's principal bankruptcy counsel, Riemer & Braunstein LLP.

Paul F. O'Donnell, III, Esq., at Hinckley Allen discloses that the
Debtor has paid the Firm a $5,000 non-contingent retainer.

To the best of the Debtor's knowledge, the Firm does not have any
interest adverse to the Debtor or its estate.

Headquartered in Hopkinton, Massachusetts, Weston Nurseries, Inc.,
-- http://www.westonnurseries.com/-- is central New England's  
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells quality plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


WESTON NURSERIES: Has Until Feb. 1 to Decide on Unexpired Leases
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
extended, until Feb. 1, 2006, Weston Nurseries, Inc.'s time to
elect whether to assume, assume and assign, or reject unexpired
nonresidential real property leases.

The Debtor tells the Court that some of its leases may be
necessary for its continued operations.  Moreover, the Debtor
says, it is in the best interest of the Debtor's business and its
creditors for the alleged lease agreements to be preserved as
assets of the Debtor's estate until such time as the Debtor can
make a determination as to the validity and necessity of the
alleged lease agreements and the executory contracts.

The Debtor says that it is currently working on the terms of a
settlement with the lessors, Mezitt Agricultural Corp., Roger N.
Mezitt and Merylyn J. Mezitt, and is rapidly proceeding towards a
sale of the estate assets and a Chapter 11 plan.

The Debtor tells the Court that the extension would allow it to
have a careful review on the validity and necessity of the lease
agreement and executory contracts.

The Debtor assures the Court that it is current in all its
postpetition obligations pursuant to Section 365(d)(3) of the
Bankruptcy Code.

Headquartered in Hopkinton, Massachusetts, Weston Nurseries, Inc.,
-- http://www.westonnurseries.com/-- is central New England's
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells quality plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


WINDMILL ENVIRONMENTAL: Case Summary & 21 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Windmill Environmental Services, LLC
        aka ProLiquids Environmental Services
        3-411St Street
        Hammond, Indiana 46327

Bankruptcy Case No.: 06-60075

Type of Business: The Debtor owns a chemical treatment facility.

Chapter 11 Petition Date: January 17, 2006

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Bruce de'Medici, Esq.
                  Mandell, Menkes & Surdyk LLC
                  333 West Wacker Drive, Suite 300
                  Chicago, Illinois 60606
                  Tel: (312) 251-1000
                  Fax: (312) 251-1010

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 21 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Brad Craig Trucking              Trade                  $82,765
7162 North U.S. Highway 421
San Pierre, IN 46374
Attn: Brad Craig

Blackman Kallick Bartelstein LLP Trade                  $80,766
7879 Eagle Way
Chicago, IL 60678-1279

Dykstra Consulting Group         Trade                  $71,882
2229 North Orchard, Unit B
Chicago, IL 60614

ADP                              Trade                  $62,000
100 Northwest Point Boulevard
Elk Grove Village, IL 60007

Chicago Cement, Inc.             Trade                  $61,908
2255 South Lumber Street
Chicago, IL 60616

Newton County Landfill           Trade                  $58,832

Witham Sales & Service           Trade                  $65,089

American Waste Haulers           Trade                  $42,506

LaFarge North America            Trade                  $39,811

AFCO                             Trade                  $37,500

Perkin Elmer                     Trade                  $32,572

Fly Ash Direct                   Trade                  $29,477

Aetna                            Trade                  $27,218

Caterpillar                      Trade                  $34,973

McCann Industries, Inc.          Trade                  $22,204

Rental Service Corporation       Trade                  $21,819

Roland Machinery                 Trade                  $21,210

Severn Trent Labs                Trade                  $17,801

Chemtreat, Inc.                  Trade                  $17,006

Miner Electronics Corporation    Trade                  $16,229

Estate of George B. Holmes       Trade                   $9,833


WINDSWEPT ENVIRONMENTAL: Prospectus Must be Effective by Feb. 10
----------------------------------------------------------------
Windswept Environmental Group, Inc., and Laurus Master Fund, Ltd.,
agreed to amend the terms of the:

   -- Amended and Restated Secured Convertible Term Note issued
      by Windswept to Laurus on Oct. 6, 2005, in the aggregate
      principal amount of $7.35 million, maturing on June 30,
      2008;

   -- option issued by the Company to Laurus on June 30, 2005, to
      purchase 30,395,179 shares of the Company's common stock;

   -- warrant issued by the Company to Laurus on June 30, 2005, to
      purchase 13,750,000 common shares;

   -- securities purchase agreement between the Company and Laurus
      dated as of June 30, 2005; and

   -- registration rights agreement between Windswept and Laurus
      dated as of June 30, 2005.

The terms of the Note, the Option, the Warrant and the Securities
Purchase Agreement previously required the Company to reserve from
its authorized and unissued common stock sufficient number of
shares to provide for the issuance of shares upon the full
conversion and exercise of the Note, the Option and the Warrant,
as applicable, after the earlier to occur of:

   (a) Dec. 31, 2005; and

   (b) the date of the Company's next shareholders' annual
       meeting.

The Amendment and Fee Waiver Agreement extended the Additional
Authorization Date to the earlier to occur of:

   (a) Jan. 31, 2006; and

   (b) the date of the Company's next shareholders' annual
       meeting.

The Registration Rights Agreement demands that the Registration
Statement declared effective by the Securities and Exchange
Commission by Nov. 22, 2005.  The Registration Rights Agreement
provided that beginning Nov. 23, 2005, the Company would be
required to pay to Laurus these fees in the event that the
Registration Statement was not effective by Nov. 22, 2005:

   * 1.5% of the principal outstanding on the Note, for the first
     30 days, prorated for partial periods, which equals $3,675
     per day based upon the $7,350,000 principal amount of the
     Note currently outstanding; and

   * 2.0% of the principal outstanding on the Note, for each
     subsequent thirty day period, prorated for partial periods,
     which currently equals $4,900 per day.

Under the recently inked Amendment and Fee Waiver Agreement, the
parties moved the deadline for the effectivity of the Registration
Statement from Nov. 22, 2005 to Feb. 10, 2006.

The Company wanted the amendments to maximize its flexibility in
responding to a Securities and Exchange Commission comment letter,
in relation to the Registration Statement, which it filed on
October 3, 2005.  The Company remains obligated to perform its
obligations under the Note, as amended, the Warrant, the Option,
the Securities Purchase Agreement and the Registration Rights
Agreement, except to the extent modified by the Amendment and Fee
Waiver Agreement.

A full-text copy of the Amendment and Fee Waiver Agreement is
available for free at http://ResearchArchives.com/t/s?45c

Windswept Environmental Group, Inc., through its wholly owned
subsidiary, Trade-Winds Environmental Restoration, Inc. --
http://www.tradewindsenvironmental.com/ -- provides a full array
of emergency response, remediation, disaster restoration and
commercial drying services to a broad range of clients.

                         *     *     *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 28, 2005,
the Company's management expressed substantial doubt about the
Company's ability to continue as a going concern, pointing to its
recurring losses from operations and difficulty in generating
sufficient cash flow to meet its obligations and sustain its
operations.

As of Sept. 27, 2005, the company had a cash balance of $147,493,
working capital of $2,597,138 and stockholders' equity of
$5,552,011.


WORLDGATE COMMS: Taps Marcum & Kliegman as Independent Accountant
-----------------------------------------------------------------
The Audit Committee of WorldGate Communications, Inc.'s Board
of Directors hired Marcum & Kliegman, LLP, as the new independent
registered public accountants to audit the Company's financial
statements as of and for the period ended Dec. 31, 2005.

As reported in the Troubled Company Reporter on Dec. 2, 2005,
Grant Thornton LLP, the Company's former independent registered
public accounting firm, did not stand for re-appointment for the
audit of the year ending Dec. 31, 2005.  The Company's resignation
will be effective upon the completion of its current engagement,
which ends with the review of the Company's financial statements
included in its Quarterly Report on Form 10-Q for the quarter
ended Sept. 30, 2005.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on April 5, 2005,
Grant Thornton expressed substantial doubt about the Company's
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended
Dec. 31, 2004.  The auditing firm pointed to the Company's
recurring losses from operations and a $220 million net
accumulated deficit.  

During the Company's two most recent fiscal years, and through
Jan. 5, 2006, it has not consulted with M&K regarding the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on its financial statements nor has it consulted
with M&K regarding any matter that was either the subject of a
disagreement, as that term is defined in Item 304 (a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined in
Item 304 (a)(1)(v) of Regulation S-K.

WorldGate Communications, Inc. -- http://www.wgate.com/-- is in   
the business of developing, manufacturing and distributing video
phones for personal and business use, to be marketed with the Ojo
brand name.  The Ojo video phone is designed to conform with
industry standard protocols, and utilizes proprietary enhancements
to the latest technology for voice and video compression to
deliver quality, real-time video images that are synchronized with
the accompanying sounds.  Ojo video phones are designed to operate
on the high-speed data infrastructures of cable and DSL providers.
WorldGate has applied for patent protection for its unique
technology and techno-futuristic design that contribute to the
functionality and consumer appeal offered by the Ojo video phone.
WorldGate believes that this unique combination of design,
technology and availability of broadband networks allow for real-
life video communication experiences that were not economically or
technically viable a short time ago.


XERIUM TECHNOLOGIES: S&P Affirms Corporate Credit Rating at B+
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating and all its other ratings on Xerium Technologies
Inc., removing them from CreditWatch, where they were placed with
negative implications on Dec. 1, 2005.  The outlook is negative.
Consolidated debt at Sept. 30, 2005, totaled approximately $645
million.
      
"The ratings affirmation reflects the likelihood that the company
will be able to maintain its competitive position following a
reduction in production capacity in 2005," said Standard & Poor's
credit analyst James Siahaan.  During 2005, Xerium experienced a
drop-off in sales and earnings when its transfer of production
capacity between plants caused manufacturing inefficiencies.  The
company's operations now appear to have stabilized.  The ratings
reflect S&P's expectation that Xerium will be able to satisfy its
financial covenants or obtain relief if necessary.
     
The ratings on Westborough, Massachusetts-based Xerium, a supplier
of consumable products used in papermaking machines, reflect:

   * the company's aggressively leveraged balance sheet;

   * its limited liquidity, its modest size as a supplier to niche     
     markets; and

   * its dependence on the papermaking industry, factors that all
     limit its organic growth potential.

These weaknesses are partly mitigated, however, by:

   * the company's currently good operating margins;
   * its geographic diversity; and
   * the strong competitive position of its niche product.
     
Xerium, with fiscal 2004 revenues of almost $600 million, operates
in two business segments:

   * clothing, which consists of synthetic textile belts that
     transport paper through a papermaking machine; and

   * roll covers, which provide a covering surface to large steel
     cylinders between which paper travels in a machine.

Clothing represented about 65% of 2004 revenue, while roll covers
represented about 35%.  These consumables play key roles in the
process of converting raw material into paper, and customers
prefer local, reliable, and long-standing suppliers.  Pricing is
not the key buying decision, given the critical nature of the
product and its low cost compared with the total cost of
papermaking.
     
The company operates in 15 countries.  Xerium's revenues are
about:

   * 40% from from North America,
   * 37% from Europe,
   * 12% from Asia,
   * 9% from South America, and
   * the rest comes from other regions.

Despite its niche role, Xerium's global presence is a key
strength, enabling it to benefit from faster growing paper markets
such as Asia while also benefiting from more mature markets in
North America and Europe.


* Dewey Ballantine Adds Coleman as Co-Chair of White-Collar Group
-----------------------------------------------------------------
Dewey Ballantine LLP, a leading international law firm, reported
that Timothy J. Coleman has joined the firm as a Partner in the
Litigation Department.  Mr. Coleman is resident in the firm's New
York and Washington, D.C., offices, and Co-Chairs the firm's White
Collar Crime and Government Investigations Practice Group.

Prior to joining Dewey Ballantine, Mr. Coleman served as Senior
Counsel to the Deputy Attorney General of the United States.

"Tim Coleman is an outstanding addition to our Litigation
Department, and to the firm as a whole," Morton A. Pierce,
Chairman of the firm's Executive Committee, said.  "This move
demonstrates Dewey Ballantine's commitment to expanding its
capabilities in the increasingly important area of government
enforcement actions and white collar criminal defense."

Mr. Coleman was the senior Justice Department staff member
responsible for the President's Corporate Fraud Task Force, and
chaired High-Level Working Groups on Health Care Fraud and
Sentencing Policy.  Previously, as Counsel to the Assistant
Attorney General in the Justice Department's Criminal Division, he
oversaw the work of the Enron Task Force and the Criminal Fraud
Section, which prosecutes Foreign Corrupt Practices Act
violations, financial institution fraud, procurement fraud and a
wide range of other cases.

Mr. Coleman is a nationally recognized expert on white-collar
crime and government enforcement.  He has worked closely with
United States Attorneys throughout the country, and with senior
officials of federal, state and foreign regulatory and law
enforcement agencies, on some of the most significant white-collar
crime matters in recent years.  He has testified before the United
States Senate and House of Representatives on white-collar crime
issues, and is a frequent public speaker on corporate compliance,
internal investigations, the role of in-house counsel and other
topics.  He has been quoted in the Wall Street Journal, National
Law Journal, Corporate Counsel and other national publications.

Mr. Coleman served for more than eight years as an Assistant
United States Attorney in the Southern District of New York.  As a
senior member of the U.S. Attorney's Securities and Commodities
Fraud Task Force, he prosecuted numerous cases of accounting
fraud, insider trading, market manipulation, offering fraud and a
wide variety of other matters.  Mr. Coleman was the lead
prosecutor on the highly publicized investigation of Adelphia
Communications Corporation, which resulted in the conviction of
the company's CEO, CFO and other senior executives.  He also led
high-profile investigations of other major corporations, including
Vivendi Universal, Datek Securities Corporation, Credit Bancorp
Ltd. and others.

Dewey Ballantine's White Collar Crime and Government
Investigations Practice Group represents corporations and
individuals in all stages of criminal and regulatory enforcement
proceedings.  Dewey Ballantine also has extensive experience in
conducting corporate internal investigations, particularly in
advising boards of directors in evaluating and responding to
allegations of wrongdoing, and developing compliance programs.  

The addition of Mr. Coleman will further strengthen the
capabilities of the firm's White Collar Crime and Government
Investigations practice to support its clients in complex criminal
and regulatory enforcement proceedings.

The attorneys in the Group include numerous former federal
prosecutors with extensive experience in a wide range of complex
matters, including:

     * allegations of fraud,

     * insider trading, and

     * violations of the disclosure provisions of federal and
       state securities laws.

He joins a national white-collar practice adept at a broad range
of matters including investigations by the Department of Justice,
the SEC, IRS and state and local law enforcement.  Other prominent
attorneys in this group include:

     * Seth Farber and Christine Chi, former Assistant United
      States Attorneys for the Southern District of New York;

     * Lawrence Hill, previously a Special Assistant United States
       Attorney with the United States Attorney's Office in
       Washington, D.C.; and

     * Suzanne Jaffe Bloom, former Deputy Chief of the Long Island
       Criminal Division of the United States Attorney's Office
       for the Eastern District of New York.

Prior to entering Government service, Mr. Coleman was associated
with Cravath, Swaine & Moore in New York, specializing in
corporate civil litigation.  He received his J.D. degree from
Georgetown University Law Center in 1990.  Before beginning his
legal career, Mr. Coleman worked as a foreign exchange trader for
a commercial bank.

Dewey Ballantine LLP, founded in 1909, is an international law
firm with more than 550 attorneys located in New York, Washington,
D.C., Los Angeles, East Palo Alto, Houston, Austin, London,
Warsaw, Frankfurt, Milan and Rome.  Through its network of
offices, the firm handles some of the largest, most complex
corporate transactions, litigation and tax matters in such areas
as M&A, private equity, project finance, corporate finance,
corporate reorganization and bankruptcy, antitrust, intellectual
property, sports law, structured finance and international trade.  
Industry specializations include energy and utilities, healthcare,
insurance, financial services, media, consumer and industrial
goods, consumer electronics, technology, telecommunications and
transportation.

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland, USA.  Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $725 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
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