TCR_Public/060201.mbx       T R O U B L E D   C O M P A N Y   R E P O R T E R

        Wednesday, February 1, 2006, Vol. 10, No. 27

                          Headlines

ADELPHIA COMMS: Confirmation Hearing Adjourned to March 15
ADELPHIA COMMS: Non-Agent Secured Lenders Campaign Against Plan
ALBERT PEEK: Case Summary & 7 Largest Unsecured Creditors
ANCHOR GLASS: FMC Wyoming Wants Disclosure Statement Amended
ANCHOR GLASS: Wants to Amend Diageo Glass Supply Agreement

ANCHOR GLASS: Seeks Court Approval to Reject Highwoods Lease
ANDRE TATIBOUET: Gets $40.5 Million DIP Loan from Canyon Capital
ASTORIA GENERATING: Moody's Rates Planned $300MM Facility at B3
ATA AIRLINES: Inks New Engagement Letter with Tax Advisor KPMG
B&G FOODS: Gets AMEX Non-Compliance Notice on Committee Requisites

BERRY-HILL: Pachulski Stang Approved as Creditors Panel Counsel
BIRCH TELECOM: Court Has Until March 10 to File Chapter 11 Plan
BIOMERICA INC: Posts $1,803 Net Income in Quarter Ended Nov. 30
BOYD GAMING: Prices $250 Mil. Senior Subordinated Notes Offering
CABOODLES LLC: Wants Lease Decision Period Stretched to April 3

CATHOLIC CHURCH: Portland Gets OK to Pay Father Johnston's Counsel
CATHOLIC CHURCH: Spokane Disclosure Objection Deadline is Feb. 13
CENTURY THEATRES: Moody's Assigns Ba3 Sr. Secured Bank Debt Rating
COIN BUILDERS: Wants Plan-Filing Period Extended Until March 25
COIN BUILDERS: Can Return Unsaleable Inventory to Creditors

COLLINS & AIKMAN: Mid America Objects to Lease Rejection
DELPHI CORP: Pays $57 Million to Defined Benefit Pension Plans
DELPHI CORP: Inks Consent Order With BofA for Two Aircraft Leases
DELPHI CORP: Gets Court OK to Hire Deloitte & Touche as Auditors
DOCTORS HOSPITAL: Modifies Office Lease with Rogers Northwest

DRS TECHS: Moody's Rates Proposed $300 Million Senior Notes at B2
EDGEWATER FOODS: Balance Sheet Upside-Down by $1.5MM at Nov. 30
ELLENVILLE DODGE: Case Summary & List of Largest Unsec. Creditors
ERA AVIATION: Files Amended List of 20 Largest Unsecured Creditors
EXAM USA: Reports $3.8 Mil. Working Capital Deficit at Nov. 30

FOAMEX INT'L: Wants Court to Approve BASF Corp. Settlement Pact
FOAMEX INT'L: Wants to Hire Alvarez & Marsal as Consultants
FOAMEX INT'L: Can Reject Two Equipment & Two Property Leases
FOOTSTAR INC: Judge Hardin Confirms First Amended Chapter 11 Plan
FRASCELLA ENTERPRISES: Case Summary & 15 Unsecured Creditors

G+G RETAILS: BCBG Max Submits Higher Offer for All Assets
GAINEY CORP: Moody's Rates Proposed $260 Million Facilities at B2
GENOIL INC: Obtains CDN$750,000 Bridge Financing from Lifschultz
GEORGIA PACIFIC: S&P Cuts Rating on $29 Million Certificate to B
GSAA: S&P Affirms Low-B Ratings on 12 Class Certificates

HEXCEL CORP: Improved Financial Profile Cues S&P's Positive Watch
HILB ROGAL: Moody's Converts Provisional Rating to Actual Rating
HUDSON'S BAY: Board Endorsement Cues S&P to Keep Negative Watch
INTEGRATED HEALTH: Wants Until May 4 to Object to Claims
INTERNATIONAL GALLERIES: Case Summary & 20 Largest Creditors

JACOBS INDUSTRIES: Court Approves Asset Sale to Zohar
KMART CORP: Court Lifts Plan Injunction on Virgin Island Claimants
KMART CORP: Court Lifts Stay on Audrey Lavigne's Damage Claim
LIBERTY FIBERS: Stites Approved as Ch. 7 Trustee's Special Counsel
LIBERTY FIBERS: Butch Lambert Okayed as Waste Management Advisor

LOVESAC CORP: Case Summary & 20 Largest Unsecured Creditors
METRIS MASTER: S&P Affirms B+ Ratings on Three Note Classes
MIRANT CORP: Settles CSFB's $1.1 Billion General Unsecured Claim
MIRANT CORP: White & Case & Haynes and Boone Withdraw Services
MIRANT CORP: Five Bankrupt Units Taps Forshey & Prostok as Counsel

MTR GAMING: Moody's Confirms $130MM Sr. Unsecured Notes' B2 Rating
MTR GAMING: Rejection of TBR Offer Prompts S&P's Developing Watch
MUSICLAND HOLDING: Hires BMC as Claims Agent on Interim Basis
NELLSON NUTRACEUTICAL: Wants Pachulski Stang as Bankruptcy Counsel
NELLSON NUTRACEUTICAL: Wants XRoads Solutions as Financial Advisor

NRG ENERGY: Selling 20,855,057 Common Shares at $48.75 Per Share
NSG HOLDINGS: S&P Puts Senior Loans' B+ Rating on Negative Watch
O'SULLIVAN INDUSTRIES: Wants Plan-Filing Period Extended to May 15
OMEGA HEALTHCARE: S&P Upgrades Corporate Credit Rating to BB
OUIMET CORP: Voluntary Chapter 11 Case Summary

OWENS CORNING: Gets OK on Affiliated FM Asbestos Claims Settlement
OWENS CORNING: Court Approves Wiltel Settlement Agreement
PEP BOYS: Closes $200 Million Financing Syndicated by Wachovia
PROPEX FABRICS: S&P Rates Proposed $310 Mil. Sr. Sec. Loan at BB-
PROXIM CORPORATION: Has Until April 9 to File Chapter 11 Plan

RAILROAD CONTRACTING: Case Summary & 20 Unsecured Creditors
SANMINA-SCI: S&P Rates $600 Million Senior Subordinated Notes at B
SOLUTIA INC: Taps Hodgson Russ to Litigate Avoidance Actions
SOLUTIA INC: Hires Rosen for Lawsuits Hodgson Russ Can't Handle
SOLUTIA INC: Wants Until May 5 to Remove State Court Actions

STANDARD AERO: Non-Renewal of KAC Pact Cues S&P's Negative Watch
STRESSGEN BIOTECH: Inks Pact with Madison Unit for $9.25MM Funding
TEMBEC INC: S&P Chips Sr. Unsecured Debt Rating to CCC- from CCC+
TOWER AUTOMOTIVE: Willing to Negotiate with Its Unions on Plan
UNITED AIRLINES: Plans to Save $32 Million Under Resources Program

UNITED RENTALS: Financial Filing Delay Prompts S&P to Cut Ratings
UNITED SURGICAL: Acquisition Plans Spur S&P to Review Ratings
UNO RESTAURANT: Liquidity Concerns Prompt S&P's Negative Watch
USG CORP: Posts $1.8 Billion Net Loss in 2005 Fourth Quarter
USG CORP: To Launch Trust Fund for Asbestos Personal Injury Claims

USG CORP: Equity Committee Supports Asbestos Settlement
W.R. GRACE: Taps Baker to Handle Chinese Government Relations
WBE COMPANY: Files Schedules of Assets and Liabilities
WINDOW ROCK: Balks at Cynaumon's Move to Appoint Examiner
XEROX CORP: Improving Financials Prompts S&P's Positive Watch

* Jones Walker Names Three New Partners

* Upcoming Meetings, Conferences and Seminars


                          *********


ADELPHIA COMMS: Confirmation Hearing Adjourned to March 15
----------------------------------------------------------
The hearing to consider confirmation of Adelphia Communications
and its debtor-affiliates' Fourth Amended Plan of Reorganization
is adjourned to March 15, 2006, at 9:45 a.m. (prevailing New York
time) before the Honorable Robert E. Gerber.

Submission of ballots or master ballots to vote on the Plan has
been extended to February 21, 2006, at 4:00 p.m.  In the case of
securities held through an intermediary, the deadline for
instructions to be received by the intermediary has been extended
to February 15, 2006, at 4:00 p.m.

Objections to the Plan must be filed and delivered not later than
February 21, 2006.

A full-text copy of the Court's order approving the Fourth
Amended Disclosure Statement is available for free at
http://ResearchArchives.com/t/s?325  

A full-text copy of the Fourth Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?31b   

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?31a   

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 120; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Non-Agent Secured Lenders Campaign Against Plan
---------------------------------------------------------------
The Ad Hoc Committee of Non-Agent Secured Lenders appointed in
Adelphia Communications and its debtor-affiliates' chapter 11
cases asks the U.S. Bankruptcy Court for the Southern District of
New York to:

    -- approve a form of solicitation letter; and

    -- authorize the distribution of the solicitation letter to
       potentially interested third parties.

A full-text copy of the Solicitation Letter is available for free
at http://bankrupt.com/misc/ACOM_SolicitationLetter.pdf

Richard L. Wynne, Esq., at Kirkland & Ellis LLP, in Los Angeles,
California, relates that while there are many provisions in the
ACOM Debtors' 4th Amended Plan of Reorganization that the Ad Hoc
Committee finds acceptable, there are certain provisions in the
Plan that the Ad Hoc Committee believes to be unacceptable and
must be modified.

The Ad Hoc Committee will continue to negotiate and attempt to
resolve the various issues with the Debtors.  However, Mr. Wynne
relates that the Ad Hoc Committee has decided to recommend that
affected class members vote to reject the current Plan.  It has
been receiving calls and inquiries from non-agent Secured Lenders
that are not members of the Ad Hoc Committee, who are interested
in learning more about its positions and potential objections to
the Plan.  Mr. Wynne tells the Court that a formal, written
statement is the most appropriate way for the Ad Hoc Committee to
communicate its views and positions to other Secured Lenders.

The Ad Hoc Committee believes that having one unified group
objecting to specific Plan provisions rather than numerous
individual lenders filing separate objections, will facilitate
negotiations towards a consensual Plan.

If those negotiations don't succeed, Mr. Wynne says, the Ad Hoc
Committee hopes to streamline the objection process and eliminate
duplicative objections and litigation.

Mr. Wynne assures the Court that the solicitation letters do not
contain any materially incorrect statements of fact or law.  "The
[solicitation letters] merely highlights material issues of
difference between the Debtors and Ad Hoc Committee," Mr. Wynne
explains.

            ACOM Debtors and Creditors Committee Object

The ACOM Debtors ask the Court to deny or limit the Ad Hoc
Committee's motion because the solicitation letters:

    a. mislead creditors regarding their recoveries and other
       intricacies of the Debtors' Fourth Amended Joint Plan of
       Reorganization; and

    b. unfairly "headlines" the Ad Hoc Committee's issues in a
       manner that the Court has not permitted other creditors to
       do.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York, notes that the Court has already denied similar issues
sought in the Motion during the Disclosure Statement Hearing.

Mr. Shalhoub tells the Court that if the solicitation letters are
approved, it should limit the Ad Hoc Committee's dissemination of
the solicitation letters.  At most, Mr. Shalhoub proposes, the Ad
Hoc Committee should be limited to sending the Letter as a
response to inquiries that it received and not as an unsolicited
contact with creditors who have made no inquiry to counsel to the
Ad Hoc Committee.

The Official Committee of Unsecured Creditors joins in the ACOM
Debtors' objection.

Adam L. Shiff, Esq., at Kasowitz Benson Torres & Friedman LLP, in
New York, tells the Court that if the solicitation letters are
disseminated, particularly at this late stage in the solicitation
process, it may appear to parties-in-interest that the Court
views the issues raised in the letters to be of greater
significance or validity than the other issues concerning the
confirmation of the Plan.

                   Ad Hoc Committee Responds

Mr. Wynne explains that the essence of the proposed solicitation
letter is a statement of those provisions of the Debtors' Plan
that the Ad Hoc Committee would like to have modified or finds
objectionable.

He notes that the Debtors have failed to show that any portion of
the solicitation letter contains materially incorrect statement
of facts or law or in a way misleading.

Mr. Wynne relates that the Ad Hoc Committee has, out of an
abundance of caution, solicited comments from the Debtors and the
Creditors Committee regarding the proposed solicitation letter.
The Ad Hoc Committee and the Debtors' counsel have exchanged
various revisions to the solicitation letter in an effort to come
to some resolution.  The Ad Hoc Committee agreed to incorporate
all of the Debtors' substantive comments, revisions and proposed
comments before the objections were filed.

According to Mr. Wynne, the Debtors incorrectly state that the
Court denied other creditors an opportunity to distribute
solicitation letters or position statements.  Mr. Wynne points
out that the Court did grant various interested parties the right
to make position statements albeit in a different format from
what one or more of the interested parties originally requested.

Mr. Wynne points out that the Debtors' argument that the Ad Hoc
Committee should be precluded from distributing its solicitation
letter at this moment because the Ad Hoc Committee could have
been sooner is also baseless.  The Ad Hoc Committee is not
required to send out solicitation materials at only one specific
point in time.

The Ad Hoc Committee concedes that it is appropriate to revise
the abbreviated version of the solicitation letter to advise
similarly situated secured lenders that:

    -- there is a dispute between the Debtors and the Ad Hoc
       Committee concerning the provisions of the Plan; and

    -- to learn more about the disputes and why the Ad Hoc
       Committee recommends rejecting the Plan, they should obtain
       the solicitation letter and the Debtors' responsive
       position statement from the Court's docket or by contacting
       the Ad Hoc Committee's counsel.

Headquartered in Coudersport, Pennsylvania, Adelphia
Communications Corporation (OTC: ADELQ) is the fifth-largest cable
television company in the country.  Adelphia serves customers in
30 states and Puerto Rico, and offers analog and digital video
services, high-speed Internet access and other advanced services
over its broadband networks.  The Company and its more than 200
affiliates filed for Chapter 11 protection in the Southern
District of New York on June 25, 2002.  Those cases are jointly
administered under case number 02-41729.  Willkie Farr & Gallagher
represents the ACOM Debtors.  (Adelphia Bankruptcy News, Issue
No. 120; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALBERT PEEK: Case Summary & 7 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Albert Blanchard Peek, Jr.
        956 CR 388
        Stephenville, Texas 76401

Bankruptcy Case No.: 06-40217

Chapter 11 Petition Date: January 31, 2006

Court: Northern District of Texas

Judge: D. Michael Lynn

Debtor's Counsel: St. Clair Newbern, III
                  Law Offices of St. Clair Newbern III, P.C.
                  1701 River Run Road, Suite 1000
                  Fort Worth, Texas 76107
                  Tel: (817) 870-2647
                  Fax: (817) 335-8658

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Toby Rudik                         $5,000,000
13402 Cassia Way Street
San Antonio, Texas 78232

Tiffany Peek Sims                  $5,000,000
6802 Ijaz Drive
Arlington, Texas 76017

Navy Federal Credit Union             $24,106
P.O. Box 3100
Merrifield, Virginia 22119-3100

American Express Optima               $17,001

Bank of America                        $7,200

Capital One Bank                       $4,700

Citifinancial                          $3,684


ANCHOR GLASS: FMC Wyoming Wants Disclosure Statement Amended
------------------------------------------------------------
Since July 11, 2002, FMC Wyoming Corporation has provided soda ash
to Anchor Glass Container Corporation.  Shipments remained
uninterrupted postpetition under a "deposit" payment agreement.

FMC tells the Court that the Plan of Reorganization, as filed, did
not contain the schedule of executory contracts and unexpired
leases that the Debtor intends to reject upon confirmation of the
Plan.  A Plan Supplement was also not filed.

Robert Szwajkos, Esq., at Curtin & Heefner LLP, in Morrisville,
Pennsylvania, contends that without the schedule of executory
contracts and leases to be assume or rejected, it is impossible
for FMC and other similarly situated parties to make an informed
decision on the Plan.

In fact, Mr. Szwajkos continues, it is impossible for FMC and
other similar parties to determine whether they will be claimants
entitled to vote on the Plan.

FMC asks the Court to require the Debtor to amend the Plan and
Disclosure Statement to provide full and adequate disclosure of
the executory contracts the Debtor intends to assume, including
the Debtor's intentions regarding the FMC Supply Contract.

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. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Wants to Amend Diageo Glass Supply Agreement
----------------------------------------------------------
Diageo North America, Inc., and Anchor Glass Container Corporation
are parties to a Glass Supply Agreement, dated July 1, 2004, where
Diageo committed to purchase glass products from Anchor Glass
through December 31, 2006.

On July 1, 2005, Diageo made a claim against Anchor Glass for
costs and expenses associated with certain defective products that
Anchor Glass supplied to Diageo in April 2005.

Diageo is an important customer, asserts Kathleen S. McLeroy,
Esq., at Carlton Fields PA, in Tampa, Florida.  

To date, Anchor Glass has not rejected the Glass Supply Agreement
and continues to supply goods to Diageo.

As part of the reorganization process, the Debtor and Diageo have
agreed to the compromise of the Prepetition Claim and enter into
an amended agreement.

Ms. McLeroy discloses that the Glass Supply Agreement will be
extended until December 21, 2008, with improved economics and
business terms.  The Debtor has filed a redacted copy of the
Amended Agreement with the U.S. Bankruptcy Court for the Eastern
District of Michigan to protect confidential, proprietary
information.

The Debtor asks the Court to approve the Amended Agreement.  The
Debtor seeks authority to assume the Glass Supply Agreement.

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. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Seeks Court Approval to Reject Highwoods Lease
------------------------------------------------------------
Anchor Glass Container Corporation seeks permission from the U.S.
Bankruptcy Court for the Eastern District of Michigan to reject a
lease for the premises at Anchor Plaza, effective Jan. 31, 2006.

Anchor Glass leases the premises from Highwoods Non-Orlando LLC.

Hywel Leonard, Esq., at Carlton Fields PA, explains that the
premises at Anchor Plaza are much larger for Anchor Glass' current
needs.  Mr. Leonard relates that Anchor Glass will move its
corporate offices to another location in Tampa, Florida.  The
Court has already authorized Anchor Glass' entry into a sublease
arrangement with AT&T for the alternative premises.  

In comparison to the $28,000 estimated monthly rent and charges at
the AT&T subleased premises, the Debtor pays more than $100,000
per month for rent and charges at Anchor Plaza.

Anchor Glass anticipates that it will have effectively moved its
operations to its new premises by January 31, 2006.

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. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANDRE TATIBOUET: Gets $40.5 Million DIP Loan from Canyon Capital
----------------------------------------------------------------
Hawaiian hotelier Andre S. Tatibouet acquired a $40.5 million
debtor-in-possession loan from Canyon Capital Realty Advisors.
Canyon worked closely with Ramsfield Hospitality Finance, which
funded an $8.1 million B note in the Loan.  The loan will
facilitate Mr. Tatibouet's efforts to emerge from personal
bankruptcy and re-establish his hotel business in the islands.  
The new loan is secured by the 247-room Coral Reef Hotel in
Waikiki Beach and an 18,000 square foot home owned by Mr.
Tatibouet in the Diamond Head area of Honolulu.

The complex transaction took several months to complete due to the
number of parties involved in the bankruptcy proceedings.  The
loan proceeds repaid all of the hotel's secured creditors and will
provide $7 million to renovate the hotel.

"Canyon is pleased to provide DIP financing that will help Andre
re-establish firm financial footing so he can continue to be a
leader in the Waikiki hospitality industry," Bobby Turner,
Managing Partner of Canyon Capital Realty Advisors, said.  "Andre
is a longtime fixture in the Hawaiian resort hotel industry, and
we are proud to have led this complex transaction that will make
it possible for him to continue to operate hotels in the Hawaiian
Islands far into the future."

"I am greatly appreciative of the efforts of the Canyon team,
especially Michael Fleischer, who championed the transaction for
Canyon," Mr. Tatibouet said.  "Many lenders would have been unable
to close this financing because of the many complications involved
in the bankruptcy process, but Canyon stood by me every step of
the way.  They demonstrated professionalism, determination and
business acumen while always being sensitive to my personal
situation."

Mr. Tatibouet is planning to kick-off a $7 million renovation of
the Coral Reef Hotel in mid-April.  The renovation includes
upgrading the hotel's public spaces, all of the guest rooms and
may include the construction of a fitness center, business
center/conference facility and small spa on the second floor of
the hotel.

Mr. Tatibouet named Aqua Hotels and Resorts, a company founded by
Hawaii hotelier Mike Paulin, to manage the property.  Aside from
the property being re-flagged as an Aqua Hotel, it will be
affiliated with Preferred Hotel's Sterling Hotel Group which is a
global collection of contemporary and independent hotels designed
to satisfy the needs of the discerning business and leisure
traveler.  Interiors International, run by renowned Honolulu
designer Terry Burke, will design the layouts and select case
goods for the renovation of the hotel.

The Coral Reef Hotel renovation comes during an upswing in the
Honolulu/Waikiki hotel market.  Local hotels have experienced
a sharp increase in demand since 2000 due to the loss of more
than 1,500 conventional hotel rooms that have been converted into
time-share units and luxury condominiums or demolished to make
room for new high-end hotels.

The hotel also benefits from its close proximity to Waikiki Beach,
the Waikiki Beach Walk (the largest development project ever to be
undertaken in Waikiki which involves the rebuilding of eight acres
into a vibrant showcase and gathering place), and the
International Marketplace, which is slated for its first
revitalization in three decades.

            About Canyon Capital Realty Advisors LLC

Canyon Capital Realty Advisors LLC and its affiliate Canyon
Capital Advisors LLC are registered investment advisors and money
management firms based in Beverly Hills, California, with more
than $10 billion of capital under management.  Canyon's real
estate activities focus on providing debt and equity capital to
real estate owners, operators, developers, corporations and
entrepreneurs, enabling them to participate in transactions that
would have traditionally eluded them due to capital constraints.  
Canyon has built its reputation on creative underwriting and
structuring, reliable commitments, overall professionalism and
timely closings.  Canyon's real estate funds include the Canyon
Value Mortgage Fund and the Canyon-Johnson Urban Funds, a joint
venture with Earvin "Magic" Johnson focused on the development of
retail and residential properties in densely populated, ethnically
diverse communities.

               About Ramsfield Hospitality Finance

Ramsfield Hospitality Finance is a Manhattan-based lender
established to provide creative financing alternatives for hotel
owners and investors.  The company structures subordinate and
first mortgage loans ranging from $2.5 million to $50 million on
properties in major U.S. markets.  Ramsfield's joint-venture
partner is affiliated with Cargill Value Investment, based in
Minnetonka, Minnesota.

                    About Andre S. Tatibouet

Mr. Tatibouet has been actively involved in the Hawaii hospitality
industry for more than 35 years, including serving as the
president of the Hawaii Hotel Association.  Mr. Tatibouet founded
Aston Hotels & Resorts, a hotel management company in the Hawaiian
Islands. Mr. Tatibouet's parents were among the pioneers of the
hotel industry in Waikiki, opening the 14-room Royal Grove Hotel
in 1948.

Andre S. Tatibouet owns the Coral Reef Hotel in Hawaii and filed
for chapter 11 protection on April 5, 2005 (Bankr. D. Hawaii Case
No. 05-00829).  James A. Wagner, Esq., at Wagner Choi & Evers,
represents Mr. Tatibouet.   Mr. Tatibouet estimates his assets and
liabilities between $10 million and $50 million.


ASTORIA GENERATING: Moody's Rates Planned $300MM Facility at B3
---------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Astoria
Generating Company Acquisitions, L.L.C.'s proposed $650 million of
first priority senior secured credit facilities, which include:

   * a $430 million term loan (expiring in 2013);

   * a $100 million working capital facility (expiring in 2012);
     and

   * a $120 million Synthetic LC facility (expiring in 2011).

Moody's also assigned a B3 rating to Astoria's proposed
$300 million second lien senior secured term loan facility
expiring in 2013.  The rating outlook is stable.

The B1 first lien and B3 second lien ratings reflect the
relatively high business and operating risks associated with
older, in-city generating assets and the significant leverage
associated with the project.  

In Moody's opinion, operating risks are primarily associated with:

   * the merchant nature of the revenues and cash flows after the
     first 2 to 3 years;

   * the operational necessities of maintaining availability,
     which include sizable capital expenditure investments
     associated with regular maintenance and increasingly
     stringent environmental mandates;

   * exposure to volatile fuel and power commodity prices;

   * uncertainties surrounding the final terms and conditions
     related to the outsourcing of fuel procurement services; and

   * potential changes, revisions or new initiatives with the
     regulatory market.

Financial risks include refinancing risk, primarily associated
with the second lien facilities, interest rate exposure associated
with floating rate debt and the lack of a debt service reserve.

While Moody's views the absence of a debt service reserve
negatively, the rating agency acknowledges the presence of the:

   * $100 million working capital facility;

   * certain flexibility associated with principal amortization
     and a 75% excess cash flow sweep mechanism; and

   * the capacity payments in Zone J, which are not initially
     suspended in the event of a forced or unforced outage.  

The ratings also reflect:

   * the attractive location of the assets within the transmission
     constrained New York City market;

   * certain operational flexibilities associated with fuel and
     dispatch; and

   * most importantly, the near term revenue visibility associated
     with hedged energy and capacity agreements entered into with
     a guaranteed subsidiary of Morgan Stanley (Aa3 senior
     unsecured).

The stable rating outlook reflects the near term visibility
associated with the project's expected cash flows, which are
primarily derived from certain hedging agreements associated with
certain contractual agreements with Morgan Stanley.  

In Moody's opinion, Astoria should generate approximately
$660 million in hedged net revenue over the next two to three
years, resulting in adequate debt service coverage (roughly 1.3x).  
Ratings could be upgraded if Astoria is successful in entering
into additional capacity and energy contracts that extend the
visibility of revenues across a longer term or if the merchant
(unhedged) capacity and energy revenues produce incremental cash
flows to contribute to reducing first lien principal outstandings.

Ratings could be downgraded if Astoria encounters certain  
operational or business difficulties or if the capacity and energy
markets soften sufficiently to result in a deterioration of cash
flow and cash available for debt service, or if commodity prices
behaved in such a manner as to create severe liquidity pressure
related to the hedging agreements or fuel procurement needs.

The credit facilities are secured by essentially all of the
tangible and intangible assets and security interests in the
subsidiaries (with the exception of an intermediate holding
company).  An approximately $284 million amortizing Special LC
facility (unrated - expiring in 2007) shares in the first lien
collateral that has been arranged for the benefit of Morgan
Stanley as the hedging counterparty.

Astoria Generating Company Acquisitions L.L.C., is headquartered
in Astoria, New York.


ATA AIRLINES: Inks New Engagement Letter with Tax Advisor KPMG
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 25, 2005, ATA
Airlines, Inc., and its debtor-affiliates hired KPMG LLP, the
United States member firm of KPMG LLP International, as their tax
advisor to assist in collecting, analyzing and presenting certain
information in relation to their Chapter 11 cases.  The
Reorganizing Debtors selected KPMG LLP for the position because of
the firm's diverse experience and extensive knowledge in the
fields of taxation and bankruptcy.

The Reorganizing Debtors seek the U.S. Bankruptcy Court for the
Southern District of Indiana's authority to employ KPMG LLP, as
their tax advisor to perform services set forth in an engagement
letter dated January 11, 2006, which supersedes the original
engagement letter dated January 12, 2005.

The 2006 Engagement Letter reflects:

    (i) changes in the rate and discounts agreed upon by the
        parties; and

   (ii) a clarification of the procedures for the determination of
        whether the expertise of one or more KPMG specialty
        practice groups may be required in connection with KPMG's
        work.

The Debtors expect KPMG to continue to provide:

    (a) advice and assistance to the Debtors regarding tax
        planning issues, including, but not limited to, assistance
        in estimating net operating loss carry forwards,
        cancellation of indebtedness income, attribute reduction,
        tax treatment of professional fees, federal taxes, and
        state and local taxes;

    (b) advice and assistance on the tax consequences of proposed
        plans of reorganization, including, but not limited to,
        assistance in the preparation of Internal Revenue Service
        ruling requests regarding the future tax consequences of
        alternative reorganization structures;

    (c) assistance regarding transaction taxes and state and local
        sales and use taxes;

    (d) assistance regarding tax matters related to the Debtors'
        employee retirement plans;

    (e) assistance regarding any existing or future IRS, state
        and/or local tax examinations; and

    (f) other advisory, advice, research, review, planning or
        analysis regarding tax issues as may be requested from
        time to time.

Pursuant to the 2006 Engagement Letter, KPMG agrees to bill the
Reorganizing Debtors at 70% of the customary hourly rates for tax
advisory services to be rendered by KPMG and its assigned staff
member:

    Partner                               $435 - $455
    Senior Manager                        $350 - $420
    Manager                               $230 - $315
    Senior                                $175 - $245
    Loaned Staff                          $60

In addition, KPMG will provide loan staff services to the
Reorganizing Debtors in connection with general tax consultation
for which KPMG has agreed to be paid at 30% of its customary
hourly rates:

    Partner                               $185
    Senior Manager                        $150
    Manager                               $105
    Senior                                 $85
    Associate                              $70

The parties also agree that, in the normal course of business,
KPMG will revise its hourly rates every October 1 of each year.

To the best of the Debtors' knowledge, KPMG does not hold or
represent an interest adverse to the estate that would impair
KPMG's ability to objectively perform professional services for
the Debtors, in accordance with Section 327 of the Bankruptcy
Code.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


B&G FOODS: Gets AMEX Non-Compliance Notice on Committee Requisites
------------------------------------------------------------------
B&G Foods, Inc. (AMEX: BGF) has received notification from the
American Stock Exchange that it no longer complies with the Amex's
independent director and audit committee requirements as set forth
in the Amex Company Guide.  Commencing on or about Jan. 31, 2006,
until the Company regains compliance with the Amex requirements,
the Company's Enhanced Income Securities will trade under the
symbol "BGF.BC."

Nicholas B. Dunphy, an independent director on the audit committee
and the nominating and governance committee, resigned from the
Board of Directors and both committees effective Jan. 6, 2006.  
Mr. Dunphy's resignation was not the result of any disagreement on
any matter relating to the Company's operations, policies or
practices.

Following the resignation of Mr. Dunphy, only three of the
remaining six directors on the Company's Board have previously
been designated as independent by the Board.  In addition, the
nominating and governance committee and audit committee each have
only two members.  On Jan. 6, 2006, B&G Foods notified the Amex
pursuant to Section 921 of the Amex Company Guide that as a result
of Mr. Dunphy's resignation, B&G Foods is no longer in compliance
with:

     (i) Section 802(a) of the Amex Company Guide, which requires
         that at least a majority of the directors on the Board of
         Directors of each listed company must be independent
         directors as defined under Section 121A of the Amex
         Company Guide or

    (ii) Section 121B(2)(a), which requires that the audit
         committee of each listed company have at least three
         members.  B&G Foods also informed the Amex that it plans
         to regain compliance on or prior to March 8, 2006.

On Jan. 24, 2006, B&G Foods received a warning letter from the
Amex regarding B&G Foods' non-compliance with Section 121A and
121B(2)(a) of the Amex Company Guide.  The Amex has given B&G
Foods until March 8, 2006 to regain compliance with the Amex
requirements.  If B&G Foods fails to resolve the specified
continued listing deficiency within such timeframe, the Amex may
initiate delisting proceedings.

In the Amex notice, the Amex also noted that within five days of
the Amex letter B&G Foods will be included in a list of issuers,
which is posted daily on the Amex website, that are not in
compliance with the continued listing standards and ".BC" will be
appended to B&G Foods' trading symbol whenever such trading symbol
is transmitted with a quotation or trade.  Accordingly, "BGF" will
trade as "BGF.BC."  The website posting and indicator will remain
in effect until B&G Foods has regained compliance with the
applicable continued listing standards.

The nominating and governance committee of B&G Foods' Board
of Directors is working diligently to complete its search for
Mr. Dunphy's replacement and anticipates that a replacement
independent director will be appointed to the Board, the audit
committee and the nominating and governance committee within the
grace period provided by the Amex.

Headquartered in Parsippany, New Jersey, B&G Foods --
http://www.bgfoods.com/-- and its subsidiaries manufacture,  
sell and distribute a diversified portfolio of high-quality,
shelf-stable foods across the United States, Canada and Puerto
Rico.  B&G Foods' products include Mexican-style sauces, pickles
and peppers, hot sauces, wine vinegar, maple syrup, molasses,
fruit spreads, pasta sauces, beans, spices, salad dressings,
marinades, taco kits, salsas and taco shells.  B&G Foods competes
in the retail grocery, food service, specialty store, private
label, club and mass merchandiser channels of distribution.  B&G
Foods' products are marketed under many recognized brands,
including Ac'cent, B&G, B&M, Brer Rabbit, Emeril's, Joan of Arc,
Las Palmas, Maple Grove Farms of Vermont, Ortega, Polaner, Red
Devil, Regina, San Del, Ac'cent Sa-Son, Trappey's, Underwood, Up
Country Organics, Vermont Maid and Wright's.

                         *     *     *

As reported in the Troubled Company Reporter on December 27, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and recovery rating of '1' to B&G Foods Holding Corp.'s new
$25 million five-year senior secured term loan B due 2010,
indicating an expected full recovery of principal in the event of
a payment default.

Standard & Poor's also affirmed its existing ratings on the
Parsippany, New Jersey-based diversified foods company, including
its 'B' corporate credit rating.  S&P said the outlook is
negative.  Pro forma total debt outstanding at Sept. 30, 2005, was
about $431 million.


BERRY-HILL: Pachulski Stang Approved as Creditors Panel Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors appointed in
the chapter 11 cases of Berry-Hill Galleries, Inc., and its
debtor-affiliate, Coram Capital LLC, permission to employ
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., as its
counsel.

Pachulski Stang will:

   1) assist, advise and represent the Committee in its
      consultations with the Debtors in connection with the
      administration of their chapter 11 cases;

   2) assist, advise and represent the Committee in analyzing the
      Debtors' assets and liabilities, investigate the extent and
      validity of liens and review any proposed asset sales and  
      asset dispositions, financing arrangements and cash
      collateral stipulations or proceedings;

   3) assist, advise and represent the Committee in reviewing and
      determining the Debtors' rights and obligations under leases
      and other executory contracts;

   4) assist, advise and represent the Committee in connection
      with any review of management, compensation issues, analysis
      of retention or severance benefits, or other management
      related issues;

   5) assist, advise and represent the Committee in investigating
      the Debtors' acts, conduct, assets, liabilities and
      financial condition, the operation of its business and the
      desirability of continuing any portion of their business;

   6) assist, advise and represent the Committee in negotiation,
      formulation and drafting a plan of liquidation or
      reorganization and in the performance of the Committee's
      duties and powers under the Bankruptcy Code;

   7) advise the Committee on the issues concerning the
      appointment of a trustee or examiner under Section 1104 of
      the Bankruptcy Code and assist and advise in the evaluation
      of claims; and

   8) render all other necessary legal services to the Committee
      in connection with the Debtors' bankruptcy cases.  

Robert J. Feinstein, Esq., a shareholder at Pachulski Stang, is
one of the lead attorneys from the Firm performing services to the
Committee.  Mr. Feinstein charges $625 per hour for his services.  

Mr. Feinstein reports Pachulski Stang's professionals bill:

    Professional         Designation    Hourly Rate
    ------------         -----------    -----------
    Sandra G.M. Selzer    Associate        $255
    Ilan D. Scharf        Associate        $235
    Denise A. Harris      Paralegal        $175

    Designation          Hourly Rate
    -----------          -----------
    Shareholders         $375 - $675
    Of-Counsel           $275 - $510
    Associates           $235 - $375
    Paralegal            $110 - $175

Pachulski Stang assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtors or their
estates.

Headquartered in New York, New York, Berry-Hill Galleries, Inc. --
http://www.berry-hill.com/-- buys paintings and sculpture through  
outright purchase or on a commission basis and also exhibits
artworks.  The Debtor and its affiliate, Coram Capital LLC, filed
for chapter 11 protection on Dec. 8, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-60169 & 05-60170).  Robert T. Schmidt, Esq., at Kramer,
Levin, Naftalis & Frankel, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated assets between $10 million and
$100 million and debts between $1 million and $50 million.


BIRCH TELECOM: Court Has Until March 10 to File Chapter 11 Plan
---------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended the period within which Birch
Telecom, Inc., and its debtor-affiliates have the exclusive right
to file a chapter 11 plan to March 10, 2006.  The Court also
extended the period within which only the Debtors can solicit
acceptances to a chapter 11 plan to May 9, 2006.

As reported in the Troubled Company Reporter on Dec. 19, 2005, the
Debtors delivered a Disclosure Statement explaining their Joint
Chapter 11 Plan of Reorganization to the U.S. Bankruptcy Court for
the District of Delaware.

The Plan represents a proposed reorganization including the
proposed lender settlement inked among the Debtors and the secured
lenders under a credit agreement dated Sept. 30, 2002.

Under the plan, liability for all general unsecured claims as of
the consummation date will be automatically deemed assumed by a
Creditor Trust.

In the event that the holders of General Unsecured Claims accept
the Plan, the Committee supports the Plan and the Court approves
the Lender Settlement, the Debtors will:

    (a) pay $500,000 to the Creditor Trust; and

    (b) transfer the Trust Avoidance Claims to the Creditor Trust
        and on the Distribution Date, each holder of an allowed
        general unsecured claim will receive:

         * a Pro Rata share of Available Creditor Trust Cash;

         * treatment as a Convenience Claims if elected by the
           holder of the general unsecured claim; or

         * other treatment that the Trustee and holder of that
           claim agree upon.

Holders of:

    * Intercompany Claims;
    * Old Birch Series A Preferred Stock Interests;
    * Old Birch Common Stock Interests;
    * Old Subsidiary Equity Interest; and
    * Other Equity Interests,

will receive nothing under the plan and on the consummation date,
will be cancelled and extinguished.

Subordinated Claims won't receive anything under the plan either.

Headquartered in Kansas City, Missouri, Birch Telecom, Inc., and
its subsidiaries -- http://www.birch.com/-- own and operate an  
integrated voice and data network, and offer a broad portfolio of
local, long distance and Internet services.  The Debtors provide
local telephone service, long-distance, DSL, T1, ISDN, dial-up
Internet access, web hosting, VPN and phone system equipment for
small- and mid-sized businesses.  Birch Telecom and 28 affiliates
filed for chapter 11 protection on Aug. 12, 2005 (Bankr. D. Del.
Case Nos. 05-12237 through 05-12265).  When the Debtors filed for
protection from their creditors, they estimated more than
$100 million in assets and debts.


BIOMERICA INC: Posts $1,803 Net Income in Quarter Ended Nov. 30
---------------------------------------------------------------
Biomerica, Inc., delivered its financial results for the quarter
ended Nov. 30, 2005, to the Securities and Exchange Commission on
Jan. 23, 2005.

Biomerica reported a $1,803 net income on $2,397,046 of net sales
for the three months ended Nov. 30, 2005, in contrast to a $68,834
net loss on $2,162,533 of net sales for the same period in 2004.

The Company's balance sheet at Nov. 30, 2005, showed $6,681,904 in
total assets and liabilities of $2,831,929.  The Company had
accumulated deficit of $16,449,938 at Nov. 30, 2005.

As of Nov. 30, 2005, Biomerica had cash and available-for-sale
securities totaling $154,119 and working capital of $2,121,105.
Cash and working capital totaling $134,002 and $1,849,419,
respectively, relates to its subsidiary, Lancer Orthodontics, Inc.
These resources are not available to the Company.

                       Going Concern Doubt

PKF, CPAs, of San Diego, California, expressed substantial doubt
about Biomerica's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended May 31, 2005.  The auditing firm points to the Company's
continuing losses and significant working capital deficiency.

                        About Biomerica

Biomerica, Inc., -- http://www.biomerica.com/-- is a global   
medical technology company, based in Newport Beach, California.  
The Company's diagnostics division manufactures and markets
advanced diagnostic products used at home, in hospitals and in
physicians' offices for the early detection of medical conditions
and diseases.  Its existing medical device business is conducted
through two companies:

     1) Biomerica, Inc., engaged in the human diagnostic products
        market; and

     2) Lancer Orthodontics, Inc., engaged in the orthodontic    
        products market.  

As of May 31, 2005, Biomerica's direct ownership percentage of
Lancer was 23.41%.  Subsequent to May 31, 2005, Lancer privately
placed some of its common stock, which reduced Biomerica's
ownership to the current 23.41% stake.


BOYD GAMING: Prices $250 Mil. Senior Subordinated Notes Offering
----------------------------------------------------------------
Boyd Gaming Corporation has priced a registered public offering of
$250 million aggregate principal amount of Senior Subordinated
Notes due 2016.  

The Company priced the offer at 99.5% of the face amount of
each note.  At that price, the Company expects to generate
$248.75 million.  Underwriters will a 1% commission, which will
total around $2.5 million.  The Company will be left with net
proceeds of $246.25 million.

The Company plans to use the net proceeds to repay a portion of
the outstanding balance on the revolving portion of its bank
credit facility, which amounts may be reborrowed.  However, the
Company could also use a portion of the net proceeds for general
corporate purposes, including capital expenditures, pending which
proceeds would be held in highly liquid investments.

                    Description of the Notes

The notes:

   -- are the Company's general unsecured obligations;

   -- are junior in right of payment to all of the Company's
      existing and future senior debt, including its obligations
      under the credit facility.

      The Company and its subsidiaries had $1.491 billion and
      $1.657 billion of senior debt (which amounts exclude
      approximately $3.8 million and $53.8 million that was
      allocated to support various letters of credit), all
      of which was secured, and $900.0 million of debt
      Sept. 30, 2005, and Dec. 31, 2005.  In addition,
      approximately $379.2 million and $161.9 million was
      available for borrowing under the Company's bank credit
      facility as of Sept. 30, 2005 and Dec. 31, 2005;

   -- are equal in right of payment with all of the Company's
      existing and future senior subordinated debt of Boyd Gaming,
      including its 8.75% senior subordinated notes due 2012, its
      7.75% senior subordinated notes due 2012 and its 6.75%
      senior subordinated notes due 2014.

      $250.0 million of 8.75% senior subordinated notes due 2012
      are outstanding.  $300.0 million of 7.75% senior
      subordinated notes due 2012 are outstanding.  $350.0 million
      of 6.75% senior subordinated notes due 2014 are outstanding;

   -- are senior in right of payment to any of the Company's
      future indebtedness that is specifically subordinated to the
      notes.

A copy of the prospectus and prospectus supplement in connection
with the offering may be obtained by contacting:

            Banc of America Securities LLC
            Prospectus Department
            100 West 33rd Street, Third Floor
            New York, New York 10001
            Tel No.: 1-800-294-1322    
            http://bofasecurities.com/

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a leading diversified owner and
operator of 18 gaming entertainment properties, plus one under
development, located in Nevada, New Jersey, Mississippi, Illinois,
Indiana and Louisiana.


CABOODLES LLC: Wants Lease Decision Period Stretched to April 3
---------------------------------------------------------------
Caboodles, LLC, asks the U.S. Bankruptcy Court for the Western
District of Tennessee to further extend the period within which
it may assume, assume and assign, or reject its unexpired
non-residential leases until April 3, 2006.

As reported in the Troubled Company Reporter on Dec. 19, 2005, the
Debtor is the lessee of two warehouses located at:

    * Suite 112, 6400 Shelby View Drive, Memphis, Tennessee, and

    * 750 Chester Road, Delta, British Columbia.

The Debtor is still reviewing and exploring its reorganization
options.

Headquartered in Memphis, Tennessee, Caboodles, LLC, aka Caboodles
Cosmetics, manufactures cosmetics.  The company filed for chapter
11 protection on Sept. 30, 2005 (Bankr. W.D. Tenn. Case No.
05-35710).  Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
$18,422,133 in assets and $15,874,247 in debts.


CATHOLIC CHURCH: Portland Gets OK to Pay Father Johnston's Counsel
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 18, 2005, the
Archdiocese of Portland asked Judge Elizabeth Perris for
permission to pay:

   * Gooney & Crew, LLP, as counsel to Fr. Durand, Fr.
     Baccellieri, Fr. Thielen, and Fr. Brouillard; and

   * Cable Huston Benedict Haagensen & Lloyd, LLP, as counsel
     to Fr. Johnston.

Thomas W. Stilley, Esq., at Sussman Shank LLP, asserts that
Portland must be allowed to compensate the law firms because
consistent with Section 327 of the Bankruptcy Code, Portland is
authorized to compensate counsel for third parties to serve the
best interests of the estate.  Section 327 allows trustees to
retain professionals and thereby, obtain advice from attorneys,
accountants, appraisers, and the like, when doing so is in the
"best interest of the estate."  Courts have acknowledged
circumstances where the cost of providing professional services to
a third party may be "incurred by the estate in the interest of
self-preservation."

                       Court Authorization

Judge Perris authorized Portland to pay Cable Huston Benedict &
Haggensen, counsel for Father Michael P. Johnston.

Judge Perris says compensation will be subject to application and
approval of the Court as if Cable Huston were a professional
employed by the Archdiocese.

The compensation will be payable on a monthly basis pursuant to
the Court's order establishing procedures for payment of interim
professional, expert and consultant fees and expenses, and
Committee member expenses entered on June 15, 2005.

Cable Huston's compensation will be limited to $25,000 unless
prior Court approval is obtained to increase the $25,000 limit
before any additional services are performed.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  In its Schedules of Assets and Liabilities filed with
the Court on July 30, 2004, the Portland Archdiocese reports
$19,251,558 in assets and $373,015,566 in liabilities.  (Catholic  
Church Bankruptcy News, Issue No. 51; Bankruptcy Creditors'  
Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Disclosure Objection Deadline is Feb. 13
-----------------------------------------------------------------
Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, advises all parties-in-interest that
the deadline for filing objections to the Disclosure Statement
accompanying the Diocese of Spokane's First Amended Plan of
Reorganization is February 13, 2006.

Objections must be served on the Diocese, the Plan Proponents, the
U.S. Trustee, the Tort Litigants Committee, and the Tort Claimants
Committee.

Spokane will notify parties-in-interest of the time, date and
place of the hearing on the approval of the Disclosure Statement.

As reported in the Troubled Company Reporter on Jan. 6, 2006, the
Diocese intends to liquidate or contribute -- from non-Diocesan
sources -- cash equivalent to the value of the Diocese Real
Property.  The proceeds of these sales, after the payment of costs
of sale including commissions, will be used to partially fund a
Trust in accordance with the terms of the Plan.

The Diocese will either sell the Mattausch Farm, a 1,000-acre farm
near Rosalia, Washington, or, subject to the consent of the
Committees, obtain a loan from a commercial lender for 80% of the
value of the farm.  All of the net sale or loan proceeds from the
Mattausch Farm will be assigned to the Trust in accordance with
the Plan.

The Diocese -- with the consent of the Spokane County Parishes
-- will pledge the Real Properties of 22 Parishes, which the Court
held are properties of the Diocese's estate, to the Trust as
additional security for the payment of Allowed Tort Claims.  The
assessed value of the Spokane County Parish Real Property totals
$40,485,114.  The assessed value for all Parish Real Property is
$54,753,055.

Most Reverend William S. Skylstad, D.D., the Bishop of the
Diocese of Spokane, notes that the Diocese has a potential claim
for reimbursement or indemnification against the Sulpicians, a
Catholic society that operated the seminary where Patrick
O'Donnell received his training.

Patrick O'Donnell, a former priest who worked for the Diocese from
1971 until he was removed from the ministry in 1985, has admitted
molesting more than a dozen boys.

The Diocese believes its claim against the Sulpicians has a value
to the estate of somewhere between $3,000,000 and $9,000,000.  
The Diocese's counsel has previously put the Sulpicians on notice
of a possible claim, and discussions between the parties are
ongoing.

Bishop Skylstad relates that without the Pledged Parish Real
Property, the Diocese has $57,500,000 available for distribution
to creditors.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 51; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTURY THEATRES: Moody's Assigns Ba3 Sr. Secured Bank Debt Rating
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
to Century Theatres, Inc., and a Ba3 rating to Century's proposed
senior secured bank debt.  The proceeds of the $360 million term
loan will primarily fund a sizable dividend to its owners, with a
modest portion (approximately $50 million) used to repay existing
debt.  

The Ba3 corporate family rating reflects:

   * high financial risk;
   * sensitivity to product from movie studios;
   * geographic concentration of cash flows; and
   * a weak industry growth profile;

offset by management's strong track record, including:

   * expertise in both theater operations and real estate
     management; and

   * solid liquidity.

Moody's also assigned a stable outlook.

The rating actions are:

  Century Theatres, Inc.:

     * Ba3 Rating assigned to Senior Secured Bank Debt
     * Ba3 Corporate Family Rating assigned

Outlook is stable.

Syufy Enterprises, LP, a privately held real estate developer,
wholly owns Century.  These ratings are Moody's first ratings on
Century, and Moody's does not rate Syufy Enterprises, LP.
Ratings reflect Century's financial risk, including:

   * high leverage of approximately 5.2 times (pro forma for the
     transaction and as per Moody's financial metrics, which
     adjust for operating leases);

   * thin fixed charge coverage; and

   * modest free cash flow.  

Furthermore, like all theater operators, Century remains
vulnerable to the quality and availability of film, and its
geographic concentration poses additional risk.  Although this
concentration could moderate with Century's expansion plan, the
new build program creates execution risk, compounded by the
increased leverage; management has not historically operated with
meaningful leverage.  Moody's anticipates Century's leverage
immediately pro forma the transaction will be high at
approximately 5.2 times.  Fixed charge coverage will likely remain
modest over the next several years as the company expands fairly
aggressively.

Furthermore, like all theater operators, Century operates in a
mature industry with:

   * low to negative organic growth potential;
   * high fixed costs; and
   * increasing competition from alternative media.

The company also remains vulnerable to the studios to create
product that will drive the attendance that leads to cash flow
from admissions and concessions.  Century derives approximately
60% of its revenue in California, and, with approximately 45% of
its theaters in the Bay Area, lacks the cash flow diversity of its
larger peers.  Plans to add between 150 and 200 screens over the
2006 to 2007 times period could improve diversity, but the new
build program presents execution risk.  Century benefits, however,
from management's strong track record.  Century achieved EBITDA
growth each year since 1996 despite weak industry box office
performance (approximately flat EBITDA in fiscal year ending
September 2005 compared to the prior year).  In Moody's view
Century undertook more rational screen growth than many of its
peers and employed modest leverage, contributing to its ability to
generate positive free cash flow in the majority of these years.

Furthermore, Moody's believes Century benefits from the real
estate expertise of Chairmen Raymond and Joseph Syufy.  An undrawn
$75 million revolving credit facility and expectations for modest
positive free cash flow provide solid liquidity, an additional
credit positive.  Finally, advertising historically comprised a
modest portion of Century's total revenue relative to peers, and
Moody's believes some upside potential exists, particularly as
Century's theater circuit and resultant audience grows and as the
company rolls out digital projectors.

The stable outlook reflects expectations for a decline in leverage
driven by both EBITDA growth and debt reduction.  Evidence of
over-expansion resulting in negative free cash flow after debt
service and capital expenditures could result in negative ratings
action, as would weak operating performance that resulted in an
increase in leverage.  Further significant equity rewards could
also pressure the ratings down.  Upward rating momentum is
unlikely given the magnitude of improvement in credit metrics
necessary to merit a Ba2 rating.  

Moody's considers Century's leverage of 5.2 times debt (including
operating leases)-to-EBITDA (as adjusted for operating leases)
high, particularly given the fixed costs and inherent revenue
volatility of the theater industry.  Furthermore, fixed charge
coverage in the 2 times range (as measured by EBITDA less capital
expenditures to interest expense, using Moody's adjustments) will
be thin, and Moody's does not anticipate this ratio will improve
over at least the next several years due to Century's growing
capital expenditures to supports its new build program.  

The credit facility contains a capital expenditures limit which
does not, in Moody's view, provide material protection to lenders.
Management's successful track record for return on theater
investments provides comfort, however, and Moody's believes that
management could curtail some of its planned expansion.
Expectations for modestly positive free cash flow after debt
service and capital expenditures also support the rating.

Moody's rates the bank debt Ba3, equivalent to the corporate
family rating.  Bank lenders benefit from a first lien security
interest in the assets (including stock, equipment, inventory,
accounts receivable, license and contract rights), but a negative
pledge only on the owned and leased property (land and buildings).
In general, Moody's believes operating leases could provide some
cushion to bank lenders in bankruptcy, but not enough to warrant a
notch up from the corporate family rating for Century given that
its bank debt comprises about 50% of Century's total lease
adjusted debt.  Furthermore, Century leases a meaningful portion
of its theaters from Syufy Enterprises, LP, the real estate
developer that owns the company, leading to the potential for
conflict of interest in Moody's view.

Century Theatres, Inc. is a regional theatrical exhibition company
operating 79 theaters with 1,001 screens located primarily in the
western half of the United States.  The company maintains its
headquarters in San Rafael, California, and its annual revenue is
approximately $500 million.


COIN BUILDERS: Wants Plan-Filing Period Extended Until March 25
---------------------------------------------------------------
Coin Builders, LLC, asks the Honorable Thomas S. Utschig of the
U.S. Bankruptcy Court for the Western District of Wisconsin to
extend its exclusive periods to:

   a) file a plan of reorganization until March 25, 2006; and

   b) obtain acceptances of that plan until May 24, 2006.

George B. Goyke, Esq., at Goyke, Tillisch & Higgins, LLP, in
Wausau, Wisconsin, states that there has been extensive work in
re-establishing relationships with customers and vendors, hence,
cause exists to extend the Debtor's exclusive periods.

                       Committee Objects

The Official Committee of Unsecured Creditors reminds the Court
that the Debtor indicated that a plan would be ready for filing by
early to mid-January of this year.

"This is a small case requiring a simple plan and [the] Debtor has
not established any reason or cause to delay proceeding with the
filing of a plan," Claire Ann Resop, Esq., at Brennan, Steil &
Basting, S.C., in Madison, Wisconsin, relates.

Ms. Resop states that the Debtor's business has been operating in
substantially the same manner.  There has been no indication of
any significant changes or developments affecting the continuity
of the Debtor's business to warrant extending the time for them to
file a plan, Ms. Resop says.

Furthermore, the Debtor has been delayed in filing other
documents, including several operating reports.  Hence, Ms. Resop
says, the Committee is unable to ascertain the financial wellness
of the Debtor and whether it is a viable entity.

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC
-- http://www.coinbuilders.net/-- has four subsidiaries that  
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on September
26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


COIN BUILDERS: Can Return Unsaleable Inventory to Creditors
-----------------------------------------------------------
The Hon. Thomas S. Utschig of the U.S. Bankruptcy Court for the
Western District of Wisconsin authorized Coin Builders, LLC, to
return unsaleable merchandise to creditors in exchange for full
credit against prepetition balances owed by the Debtor.  The
retailer or supplier receiving the goods will shoulder all
shipping and handling costs.

The Debtors sought to return the merchandise, consisting primarily
of trading cards and collectable items, in order to obtain full
value from them as opposed to a lower value that would be received
if the inventory is allowed to age and is sold on the open market.

George B. Goyke, Esq., at Goyke, Tillisch & Higgins LLP, tells the
Bankruptcy Court that any return of merchandise would be subject
to the approval of Wood County National Bank.  Wood County holds a
first priority security interest on the all of the Debtor's
postpetition inventory, deposits and receivables on account of a
Letter of Credit issued on the Debtor's behalf.  The Debtor's
supplier, Upper Deck Company, can draw upon the letter of credit
for up to $250,000 in case the Debtor defaults on its payments.

A list of the merchandise to be sent back to suppliers is
available for free at http://ResearchArchives.com/t/s?4c7

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC
-- http://www.coinbuilders.net/-- has four subsidiaries that  
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on September
26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George B. Goyke,
Esq., at Goyke, Tillisch & Higgins LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


COLLINS & AIKMAN: Mid America Objects to Lease Rejection
--------------------------------------------------------
Mid America II, LLC, objects to Collins & Aikman Corporation and
its debtor-affiliates' move to reject leases for premises at Mid
America Business Park, in Oklahoma City, effective July 15, 2006.

Julie Beth Teicher, Esq., at Erman, Teicher, Miller, Zucker &
Freedman, P.C., in Southfield, Michigan, tells Judge Rhodes that,
as of January 17, 2006, the Debtors are still operating at the
premises.  Ms. Teicher maintains that there is extensive machinery
and equipment at the Premises that will take the Debtors 60 days
to remove after they cease their operations.  

Mid America believes that the Lease cannot be effectively rejected
until the Debtors have vacated the Premises through the removal of
all their property.  Thus, the Debtors must remove all of their
property prior to the July 15 rejection date.

"To permit Debtors to reject the lease and leave these items would
not only be contrary to the terms of the Lease, but would be
patently unfair, given the damage to the building and costs of
removal and repair which the Landlord would have to incur,"
Ms. Teicher argues.

In the event that the Debtors' personal property remains on the
Premises as of the Rejection Date, Mid America asks the Court that
the property be deemed abandoned by the Debtors and that the
automatic stay be lifted to allow Mid America to pursue all of its
rights and remedies.

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


DELPHI CORP: Pays $57 Million to Defined Benefit Pension Plans
--------------------------------------------------------------
Delphi Corporation contributed approximately $57 million to the
United States defined benefit pension plans sponsored by Delphi
Corporation and its debtor-affiliates.

John D. Sheehan, Delphi's vice president and chief restructuring
officer, chief accounting officer and controller, relates that
the contributed amount represents the portion of the pension
contribution attributable to services rendered by employees of
the Debtors after the Petition Date.

Under the Employee Retirement Income Security Act and the U.S.
Internal Revenue Code, a minimum funding payment of approximately
$300,000,000 to the U.S. pension plans was due on January 13,
2006.  As permitted under Chapter 11, however, Delphi contributed
only the portion of the contribution attributable to post-
bankruptcy-petition service.  The unpaid portion of the minimum
funding payments remains payable as a claim against Delphi and
will be determined in Delphi's plan of reorganization with other
claims.

Delphi has appointed an independent fiduciary for all of its tax
qualified defined benefit pension plans who is charged with
pursuing claims on behalf of the plans to recover minimum funding
contributions.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELPHI CORP: Inks Consent Order With BofA for Two Aircraft Leases
-----------------------------------------------------------------
As previously reported, Bank of America, N.A. has requested,
among others, replacement liens in any similar, after-acquired
collateral, including cash collateral as adequate protection of
its interests in collateral relating to aircraft, bearing Tail
Nos. N599DA and N699DA, being leased to Delphi Automotive Systems
Human Resources, LLC.

Delphi Corporation and its debtor-affiliates and Bank of America
have engaged in negotiations.  Pursuant to a Consent Order
presented by the Parties, the Hon. Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York directs the
Debtors to deposit into a segregated account the charter revenue
and lease proceeds of the Aircraft that they have received and
continue to receive from and after October 8, 2005.  

The charter revenue and lease proceeds are subject to BofA's
asserted perfected and first priority prepetition liens and
security interests therein, and to account monthly to BofA
concerning the Aircraft Cash Collateral.

On or before February 11, 2006, the Debtors and the Official
Committee of Unsecured Creditors may file a complaint objecting
to the extent, priority, validity, enforceability and perfected
status of the liens and security interests asserted by Bank of
America in the Aircraft Cash Collateral.  In the absence of the
timely filing of the complaint, the BofA Liens will be deemed
valid, perfected and of first priority.

The Debtors agree not to use the Aircraft Cash Collateral absent
either (a) prior Court approval upon 20 days' prior notice to
Bank of America and a hearing; or (b) the Debtors' receipt of
affirmative written consent from an authorized officer of Bank of
America.

No later than the 10th day of each month, Delphi HR will provide
Bank of America with monthly reports, describing, among other
things, all Aircraft Cash Collateral that is deposited into the
Segregated Account, expenses incurred, and any cash activity in
the Segregated Account.

The Debtors will not amend in any respect, cancel or otherwise
terminate the Charter Agreements and the Management Agreements,
or any related subleases without giving at least 10 days' prior
written notice to Bank of America of the intended action to
permit BofA to file with the Court (i) an objection to any the
proposed action, or (ii) a request for additional adequate
protection.

The Debtors will pay $323,296, representing the Basic Rent due
under the Leases for the period from October 8, 2005, through
December 6, 2005, which has not previously been paid.

The Basic Rent will be payable on four installments of $80,824
on December 23, 2005, March 31, 2006, June 30, 2006, and
September 30, 2006, provided that Bank of America does not,
during this nine-month period, (y) interfere with the Debtors'
quiet enjoyment of the Aircraft; or (z) request that the Court
fix a deadline by which Delphi HR must assume or reject the
Leases.

All remaining portions of the sum will be paid immediately if
Delphi HR:

    (a) breaches any provision of the Consent Order;

    (b) files a motion to reject the Leases, or any charter or
        management agreement related to either Aircraft;

    (c) assumes either Lease; or

    (d) confirms a plan of reorganization.

In the event that the Debtors determine to assume or reject the
Leases, the Debtors will provide Bank of America with 10 days'
prior notice of that election.

The Consent Order is without prejudice to the competing claims
and asserted interests of Debtors, Bank of America and Pentastar
Aviation, LLC, to and in the sum of $253,000 presently being
retained by Pentastar under claim of recoupment.

On account of the adequate protection being provided to Bank of
America, BofA's request for the Replacement Liens is denied.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELPHI CORP: Gets Court OK to Hire Deloitte & Touche as Auditors
----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Dec. 6, 2005, Delphi Corporation and its debtor-affiliates asked
the U.S. Bankruptcy Court for the Southern District of New York
for authority to employ Deloitte & Touche LLP, as their
independent auditors and accountants, nunc pro tunc to October 8,
2005.

Under an Audit Services Engagement Letter, Deloitte & Touche
will:

    (a) audit the Debtors' consolidated annual financial
        statements for the fiscal year ending December 31, 2005,
        and thereafter;

    (b) express an opinion on management's assessment of the
        effectiveness of the Debtors' internal controls over
        financial reporting as of December 31, 2005, and
        thereafter;

    (c) perform reviews of interim financial statements for the
        three-month and nine-month periods ended September 30,
        2005, and thereafter; and

    (d) render other audit and accounting services, including
        assistance in connection with reports requested of the
        Debtors by the Court, the U.S. Trustee, or parties-in-
        interest, as the Debtors, their attorneys, or financial
        advisors may from time to time request.

Under a Government Reports Engagement Letter, Deloitte & Touche
will assist the Debtors in their preparation of mandatory
governmental reports.

                       Court Authorization

The Court authorizes the Debtors to employ Deloitte & Touche LLP
as their auditors, provided that Deloitte's auditing of the
Debtors' consolidated annual financial statements will be limited
to the fiscal year ending December 31, 2005.

All requests of Deloitte & Touche for payment of indemnity
pursuant to the January 24, 2005 Government Reports Engagement
Letter will be made by means of an application and will be
subject to review by the Court to ensure that payment of the
indemnity conforms to the terms of the Engagement Letter and is
reasonable based upon the circumstances of the litigation or
settlement in respect of which indemnity is sought.  However, in
no event will Deloitte & Touche be indemnified for its own bad-
faith, self-dealing, breach of fiduciary duty, if any, gross
negligence, or willful misconduct.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  As of
Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530
in total assets and $22,166,280,476 in total debts. (Delphi
Bankruptcy News, Issue No. 14; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DOCTORS HOSPITAL: Modifies Office Lease with Rogers Northwest
-------------------------------------------------------------
Doctors Hospital 1997, L.P., and Rogers Northwest, Inc., seek
permission from the U.S. Bankruptcy Court for the Southern
District of Texas to enter into a second interim compromise
modifying the lease of a medical office building.

Doctors Hospital formerly leased the medical office building
located at 509 West Tidwell, Houston, Texas, 77091, pursuant to a
master lease agreement dated March 9, 2000.  Rogers Northwest
was the lessor by assignment under the Master Lease.  Rogers
Northwest now owns the Premises.

The Debtor and Rogers Northwest previously sought and obtained
Court approval to enter into a temporary agreement to allow the
Debtor's use of the Premises while the Debtor's business
stabilized.  The Temporary Agreement stemmed from the Debtor's
prepetition defaults in payment of rents for the Premises.

The essential terms of the second interim compromise provide,
among others, that effective February 1, 2006:

   a) the Debtor will relocate all existing operations;

   b) the Debtor will pay for the Premises a $16.50 rent per
      rentable square foot per year, payable monthly in advance,
      including proportionate share of taxes;

   c) all rent from subtenants collected by the Debtor will be
      paid over to Rogers;

   d) the Debtor will not be permitted to collect any past due
      rent from subtenants, and all claims for all past due rent
      and other costs will be assigned to Rogers.  If Rogers is
      able to collect any past due rent attributable to periods
      prior to Feb. 1., 2006, Rogers agrees to pay 20% of the
      past due rent collections to the Debtor, after Rogers
      recovers any costs of collection; and

   e) the Debtor will turn over management of the Premises to
      Rogers.

The terms of the Modified Lease include:

   * a security deposit equal to one month's rent;

   * a requirement that the Debtor will not lease space in the
     hospital to doctors or other prospective tenants of the
     medical office building;

   * a requirement that the Debtor will use reasonable efforts to
     refer doctors or other prospective tenants to Rogers for
     lease of available space in the medical office building;

   * the typical market terms and conditions that will be agreed
     between the parties; and

   * a requirement that at confirmation of a chapter 11 plan, the
     Debtor will assume the subleases and will assign those
     subleases to Rogers, provided Rogers assumes all future
     obligations under that sublease.  All other subleases will be
     rejected.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).  
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$41,643,252 and total debts of $66,306,939.


DRS TECHS: Moody's Rates Proposed $300 Million Senior Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the DRS
Technologies, Inc.'s proposed $300 million convertible senior
notes due 2026.  The ratings outlook is stable.  

Proceeds from the new notes offerings will be used, along with a
portion of available cash, borrowings under the company's amended
senior credit facility, proceeds from the offering of senior
unsecured and senior subordinated notes, and proceeds from DRS'
offering of common stock, to fund the acquisition of Engineered
Support Systems, Inc. (ESSI) and to repay certain DRS and ESSI
debt.  

DRS' Corporate Family Rating, which was lowered in November 2005
to B1 from Ba3 upon assignment of ratings to the company's amended
senior secured credit facility (rated Ba3), continues to reflect:

   * the company's high leverage, which has been increased
     substantially through the debt-financed acquisition of ESSI;

   * integration risks associated with the acquisition;

   * the largest in the company's history; and

   * the potential for the company to engage in further levered
     acquisitions in its growth initiatives.

Pro forma financial metrics that result from this acquisition
could suggest lower rating levels than those assigned, per Moody's
standard rating methodology.  However, the ratings also consider
the company's history of integrating prior acquisitions while
promptly repaying debt and restoring credit fundamentals.

Moreover, Moody's continues to recognize:

   * the company's strong operating performance;

   * substantial liquidity levels; and

   * an ongoing strong defense and civilian security business
     environment.

These positive attributes arguably suggest a greater level of
predictability to the company's performance that is consistent
with higher rated credits.  On balance, the expectation of limited
volatility in performance results in the assigned ratings, despite
the company's more modest financial metrics.

The stable ratings outlook reflects Moody's expectations that cash
flow will increase as the result of growth and successful
integration of ESSI, allowing the company to reduce debt by at
least $100 million over the next 12-18 months.  The ratings or
their outlook may be revised upward if leverage were to return to
under 4.5 times debt/EBITDA (as measured per Moody's standard
methodology), EBIT/interest coverage were to exceed 2.7 times, and
free cash flow were to exceed 10% of total debt on a sustained
basis.

Ratings would likely face downward pressure:

   * if earnings or cash flows from acquired businesses fail to
     contribute significantly to the company's results; or

   * if the company diverts meaningful amounts of cash flow
     generated to uses other than debt repayment such that:

     -- leverage remains at levels above 5.5 times debt/EBITDA for
        a prolonged period,

     -- EBIT/interest falls below 1.8 times, or

     -- free cash flow falls below 5% of total debt.

The B2 rating assigned to the proposed convertible senior notes
due 2026, which is one notch below the Corporate Family Rating and
the same as the rating on DRS' senior unsecured notes due 2016,
reflects the claim status of this class of debt behind about $700
million of senior secured credit facilities, but ahead of about
$809 million of senior subordinated debt.  The proposed
convertible notes will rank equal in right of payment to all of
the company's senior unsecured notes.

These ratings have been assigned:

   * Convertible senior notes due 2026, rated B2.

These ratings have been affirmed:

   * Senior secured revolving credit facility due 2011, rated Ba3;
   * Senior secured term loan due 2012, rated Ba3;
   * Senior unsecured notes due 2016, rated B2;
   * Senior subordinated notes due 2013-2018, rated B3; and
   * Corporate Family Rating of B1.

DRS Technologies, Inc., headquartered in Parsippany, New Jersey is
a significant second-tier supplier of defense electronics systems
to:

   * the U.S. military and intelligence agencies,
   * major aerospace and defense contractors, and
   * international military forces.  

DRS operates through two major groups: C4I (Command, Control,
Communications, Computers and Intelligence Group), and SR Group
(Surveillance and Reconnaissance Group).  The company had LTM
September 2005 revenues of $1.4 billion.

Engineered Support Systems, Inc., headquartered in St. Louis,
Missouri, is a diversified supplier of integrated military
electronics, support equipment and technical services focused on
advanced sustainment and logistics support solutions for:

   * all branches of the U.S. armed services,
   * major prime defense contractors,
   * certain international militaries,
   * homeland security forces, and
   * selected government and intelligence agencies.

ESSI also produces specialized equipment and systems for
commercial and industrial applications.  ESSI had approximately
$1.0 billion in LTM October 2005 revenue.


EDGEWATER FOODS: Balance Sheet Upside-Down by $1.5MM at Nov. 30
---------------------------------------------------------------
Edgewater Foods International Inc. reported a $331,000 net loss
for the three months ended Nov. 30, 2005, compared to a $9,000 net
loss for the three months ended Nov. 30, 2004.  Management
attributes the increase in net loss to, among others factors, to
the Company's move to focus on the expansion and development of
larger scallop crops and larger scallop yields for the crop year
2005 and 2006.  As a result, the Company expended a larger portion
of its resources on the maintaining, developing and tending the
2005 and 2006 scallop crops.

Revenues for the three months ended Nov. 30, 2005, were
approximately $160,000.  In contrast, the Company had revenues of
approximately $135,000 for the three months ended Nov. 30, 2004.  
The 19% increase in revenue from 2004 to 2005 is due to the
continued emphasis the development and production of larger 2005
and 2006 scallop crops.  Management believes that the emphasis on
expansion of future crops will yield a significant increase in
revenues in 2006 and beyond.

At Nov. 30, 2005, Edgewater's balance sheet showed $1,886,858 in
total assets and liabilities of $3,416,230, resulting in a
stockholders' deficit of approximately $1,529,372.  The Company's
working capital has been primarily financed with various forms of
debt.  Management anticipates that the Company will require
approximately $2,500,000 of additional working capital to fund
planned expansion and execute its business strategy in fiscal year
2006.

                       Going Concern Doubt

Lopez, Blevins, Bork & Associates, LLP, expressed substantial
doubt about Edgewater's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Aug. 31, 2005.  The auditing firm pointed to the
Company's losses from operations, negative net worth and working
capital deficit.

                      About Edgewater Foods

Headquartered in Qualicum Beach, B.C., Edgewater Foods
International Inc. -- http://www.edgewaterfoods.com/-- is the  
parent company of Island Scallops Ltd., a Vancouver Island
aquaculture company.  ISL was established in 1989 and for over 15
years has successfully operated a scallop farming and marine
hatchery business.  ISL is dedicated to the farming, processing
and marketing of high quality, high value marine species: scallops
and sablefish.  Scallop farming is relatively new to North America
and ISL is the only producer of both live-farmed Pacific scallops
and live sablefish.


ELLENVILLE DODGE: Case Summary & List of Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Ellenville Dodge Chrysler Jeep Corp.
        55 N. Main Street
        Ellenville, New York 12428
        Tel: (845) 647-6290
             (914) 647-8611

Bankruptcy Case No.: 06-35059

Type of Business: The Debtor sells and leases trucks and vans.

Chapter 11 Petition Date: January 30, 2006

Court: Southern District of New York

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, New York 12590
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

A full-text copy of the Debtor's 13-page list of its Creditors
Holding Unsecured Nonpriority Claims is available for free at
http://ResearchArchives.com/t/s?4ca


ERA AVIATION: Files Amended List of 20 Largest Unsecured Creditors
------------------------------------------------------------------
Era Aviation, Inc., delivered to the U.S. Bankruptcy Court for the
District of Alaska in Anchorage an amended list of its 20 largest
unsecured creditors.

Era Aviation added these creditors to the list:

   -- Mass Mutual Financial Group,
   -- Kelowna Flightcraft Air Charters,
   -- Metlife,
   -- Ascent Technologies Group,
   -- Canadian Western Bank,
   -- Harbor Enterprises,
   -- Lifewise Assurance Company, and
   -- Power & Associates.

Era Aviation dropped these creditors from the list:

   -- SEACOR Holdings,
   -- Roger Shaw,
   -- Focus Management Group,
   -- Hamilton Sundstrand,
   -- CHT Aerospace,
   -- Piedmont Aviation Comp Services,
   -- Viking Air Limited,
   -- Flight Safety International Inc., and
   -- Arctic Information Technology,

The Debtor's 20 Largest Unsecured Creditors are:

   Entity                                 Claim Amount
   ------                                 ------------
Premera Blue Cross of Alaska                  $584,494
7001 220th Street SW
Mountlake Terrace, WA 98043

Crowley Marine Services Inc.                  $309,979
P.O. Box 2930
Carol Stream, IL 60132-2930

Premium Assignment Corp.                      $261,526
P.O. Box 3006
Tallahassee, FL 32315

United Technologies Pratt and Whitney         $219,057
P.O. Box 360727
Pittsburgh, PA 15251-6727

Mass Mutual Financial Group                   $137,795
1295 State Street, Suite E 171
Springfield, MA 01111

Kelowna Flightcraft Air Charters              $116,663
5655 Airport Way, #1
Kelowna, British Columbia V1V 1S1
Canada

Era FBO LLLC                                   $99,206
6160 Carl Brady Drive
Anchorage, AK 99503

State of Alaska                                $70,055
P.O. Box 196960
Anchorage, AK 99519-6960

Metlife                                        $67,593
177 South Commons
Aurora, IL 60504

Ascent Technologies Group                      $57,804
P.O. Box 30000
Hartford, CT 06150-5289

Canadian Western Bank                          $55,323
6127 Balrow Trail Southeast
Calgary, Alberta T2C 4W8
Canada

Harbor Enterprises                             $39,568
P.O. Box 389
Seward, AK 99664

Bombardier Aerospace                           $37,914
3959 Collections Center Drive
Chicago, IL 60693

Arctic Information Technology                  $36,313
3601 C Street Suite 600b
Anchorage, AK 99516

Lifewise Assurance Company                     $35,160
P.O. Box 34310
Seattle, WA 98124-1310

Dallas Airmotive Incorporated                  $34,322
P.O. Box 911322
Dallas, TX 75391-1322

Aviall Services Inc.                           $30,124
P.O. Box 671220
Dallas, TX 75267-1220

Power & Associates                             $26,907
13117 Greenriver Drive
Houston, TX 77044

Latham & Watkins                               $24,730
633 West Fifth Street, Suite 4000
Los Angeles, CA 90071-2007

Niacc-Avitech Technologies                     $21,301
2546 North Clovis Avenue
Fresno, CA 93727

Headquartered in Anchorage, Alaska, Era Aviation, Inc. --
http://www.flyera.com/-- provides air cargo and package express  
services.  The Debtor and Era Aviation Investment Group, LLC,
filed for chapter 11 protection on Dec. 28, 2005 (Bankr. D. Alas.
Case No. 05-02265).  Cabot C. Christianson, Esq., at Christianson
& Spraker represents the Debtors.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
between $10 million and $50 million.


EXAM USA: Reports $3.8 Mil. Working Capital Deficit at Nov. 30
--------------------------------------------------------------
EXAM USA, Inc., delivered its financial results for the quarter
ended Nov. 30, 2005, to the Securities and Exchange Commission on
Jan. 24, 2006.

EXAM reported a $647,946 net loss for the second quarter ended
Nov. 30, 2005, versus $59,334 of net income for the same period in
2004.  Management explains that while the Company had higher
overall revenues due to the opening of new stores, the Company
also incurred more depreciation, facilities and operating
expenses.  The Company also recorded a significant amount of
machine impairment expense for the second quarter in 2005.

The Company's balance sheet at Nov. 30, 2005 showed $47,244,029 in
total assets and liabilities of $45,377,429.  At Nov. 30, 2005,
the Company had a working capital deficiency of $3,809,100.

                       Going Concern Doubt

McKennon, Wilson & Morgan LLP expressed substantial doubt about
EXAM USA's ability to continue as a going concern after auditing
the Company's financial statements for the fiscal year ended
May 31, 2005.  The auditing firm pointed to the Company's
approximately $5.7 million working capital deficiency at May 31,
2005.

                         About EXAM USA

EXAM USA, Inc., has a wholly owned subsidiary, Exam Co. Ltd, a
corporation formed and existing under the laws of Japan.  Exam Co.
is an operating entity, which presently owns and runs six pachinko
parlors.  EXAM USA also operates two small restaurants, one of
which includes karaoke entertainment.  In addition, the Company
also owns a 50% equity interest in Daichi Co., Ltd., an entity
whose sole business is to procure tobacco products for EXAM USA.
Exam USA opened its sixth store in December 2004, which is a
medium size store with 480 machines.  In total the Company
operates 2,752 Pachinko and Pachislo machines.


FOAMEX INT'L: Wants Court to Approve BASF Corp. Settlement Pact
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 28, 2005, the
U.S. Bankruptcy Court for the District of Delaware granted Foamex
International Inc., and its debtor-affiliates' request on a final
basis to pay the prepetition claims of their critical vendors.
Based on their estimates, the Debtors will have to pay $33,000,000
in aggregate to these vendors.  The Debtors contemplate making
prepetition payments as and when they become due and solely to the
entities that agree to supply the Debtors postpetition according
to the normal trade terms that existed prepetition or on terms
that are otherwise acceptable to the Debtors.

                     BASF Settlement Agreement

Pursuant to the Critical Vendor Order, Foamex International and
its debtor-affiliates were authorized to pay prepetition invoices
to certain critical vendors, including BASF Corporation.

To date, the Debtors and BASF have engaged in lengthy settlement
discussions to ensure the continued shipment by BASF of chemical
products necessary to the Debtors' business on acceptable credit
terms.

Consequently, the parties agreed to resolve the issues between
them.  The parties' Settlement Agreement provides that:

   1. The Debtors will pay $3,451,071, to BASF for all
      prepetition invoices in eight equal weekly installments.
      After receipt of payment, BASF will withdraw its proofs of
      claim filed against the Debtors.

   2. On the first payment date, BASF will extend Foamex credit,
      in accordance with their prepetition trade terms, including
      the extension by BASF to the Debtors of a $12,000,000
      initial postpetition credit limit.  

   3. BASF may decline to ship if the sum of the requested
      shipment and all unpaid amounts by the Debtors to BASF
      exceed the initial postpetition credit limit, unless Foamex
      agrees to pay for the excess with cash-in-advance.

      BASF may reduce the initial postpetition credit limit if
      Foamex fails to satisfy the DIP Financial Covenants or
      similar covenants in any replacement facility or amendment.

   4. "Postpetition Payment Default" will mean the failure of the
      Debtors to make payments as described in the Agreement,
      provided that the failure is not preceded by BASF's
      failure to perform in accordance with the Agreement.  

      In the event of a default, BASF will no longer be obligated
      to provide credit terms, sell products and grant rebates to
      Foamex.  Also, the Debtors will not be permitted to recover
      any payment made to BASF, and BASF will be allowed an
      administrative expense claim.

   5. Except the Debtors' right to recover any payment made by
      the Debtors on account of BASF's unpaid prepetition
      invoices, the Debtors waive and release all avoidance
      actions under Chapter 5 of the Bankruptcy Code that may
      have been brought or could be brought against BASF.  

   6. BASF's prepetition claim will be automatically reinstated
      and allowed to the extent of the amount so recovered and
      any time-related defenses to the claim will be waived up to
      the date of the reinstatement.

The terms in the Settlement Agreement are in accordance with the
prepetition trade terms between BASF and Foamex International.  
If the two terms are different, the Debtors have determined that
the postpetition terms are reasonably acceptable under the
circumstances.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that the Settlement
Agreement is fair, reasonable and in the best interests of the
Debtors.  Ms. Morgan explains that, with the Settlement
Agreement, the Debtors will no longer be required to pay for BASF
products on a cash-in-advance basis and will enjoy the benefit of
returning to normal credit terms.  In addition, the $7,500,000
increase in credit limit will enhance the Debtors' purchase
flexibility as manufacturing and the market requires.

Ms. Morgan adds that the Settlement Agreement assures the Debtors
will continue to receive necessary products from BASF without
disruption.  

The Debtors have closely analyzed the compromises and determined
that BASF does have applicable statutory defenses to any
hypothetical cause of action under Chapter 5.  The Debtors also
concluded that any recovery and claims under Section 502(h) would
be minimal.  The value of the Settlement Agreement outweighs the
marginal value to the estate foregone by waiving the right to
assert Chapter 5 causes of action against BASF.

Accordingly, the Debtors ask the Court to approve the Settlement
Agreement with BASF.

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


FOAMEX INT'L: Wants to Hire Alvarez & Marsal as Consultants
-----------------------------------------------------------
Before Foamex International Inc., and its debtor-affiliates filed
for bankruptcy, they identified segments of their business where
operations could be modified to maximize value and minimize
inefficiencies.  During this review, the Debtors developed an
initiative focused on improving the profitability and long-term
competitiveness of their foam products group, which is their
largest operating unit.

As a component of their overall restructuring efforts, in
November 2005, the Debtors informed certain creditor
constituencies, including the Official Committee of Unsecured
Creditors, of their intent to retain a business operations
consultant.

In response, the Creditors' Committee insisted on a more
expansive review of the Debtors' overall operations, not just the
foam product business.  Throughout the process of soliciting
industry consultants, the Debtors continued to consult the
Creditors' Committee regarding the scope of the consultant's
review.  The Creditors' Committee did not voice any opposition to
the Debtors' proposed list of industry consultants.

On January 9, 2006, the Creditors' Committee sought the U.S.
Bankruptcy Court for the District of Delaware's authority to
retain A.T. Kearney, Inc., as operations consultant for $500,000,
plus out-of-pocket expenses.

Based on the Debtors' operational needs and proposal reviews, the
Debtors have determined that Alvarez & Marsal Business Consulting
LLC is best suited to serve as their business operations
consultant.

Against this backdrop, the Debtors ask the Court to approve
Alvarez & Marsal's employment.

Pursuant to an Engagement Letter, Alvarez & Marsal will perform a
broad range of services, including:

   (a) comprehensive review of the Debtors' business plan,
       including identification of specific initiatives and
       opportunities to improve operating performance and
       quantification of potential benefits associated with the
       initiatives;

   (b) review and assessment of existing management reporting and
       recommendations to improve reporting to focus attention on
       areas of strategic and operational opportunity;

   (c) review and assessment of manufacturing effectiveness by
       business unit and by plant;

   (d) review and assessment of overall supply chain operations
       including direct material sourcing and logistics and
       network strategy;

   (e) SG&A performance assessment by functional area and plant;
       and

   (f) evaluation of ability to adequately address SG&A
       performance gaps.

As an accommodation to the Creditors' Committee, Pauline K.
Morgan, Esq., Young Conaway Stargatt & Taylor LLP, in Wilmington,
Delaware, tells the Court that Alvarez & Marsal's services will
include the proposed services to be performed by A.T. Kearney.  

Aside from reimbursement of out-of-pocket expenses, the Debtors
will pay Alvarez & Marsal:

   -- $100,000 upon approval of Application;

   -- $175,000 at the end of the third week of Alvarez & Marsal's
      engagement; and

   -- $150,000 upon completion of Alvarez & Marsal's final
      report.

The Debtors will indemnify the firm from any claims or causes of
action related to the engagement.

Patrick J. McCormick, Managing Director of Alvarez & Marsal
Business Consulting LLC, assures the Court that the firm has no
connection with the Debtors, their creditors and other parties-
in-interest; does not hold any interest adverse to the Debtors'
estates; and, is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.  

Mr. McCormick discloses that from time to time, Alvarez & Marsal
may have had dealings with these entities on matters unrelated to
the Debtors' Chapter 11 cases:

  (a) Lender Groups including Bank of Nova Scotia, Bank of
      America, Bank of New York, Angelo Gordon and Goldman Sachs;

  (b) Pension Benefit Guaranty Corporation;

  (c) Professionals including Paul, Weiss, Rifkind, Wharton &
      Garrison LLP, and Young Conaway Stargatt & Taylor LLP; and

  (d) Shell Chemical.

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


FOAMEX INT'L: Can Reject Two Equipment & Two Property Leases
------------------------------------------------------------
Foamex International, Inc., and its debtor-affiliates tell the
U.S. Bankruptcy Court for the District of Delaware Court that two
real property leases are no longer essential to their business:

   Leased Premises                   Lessor
   ---------------                   ------
   575 West Manville,                Leland R. and
   Compton, Los Angeles County       Shirley J. Yoss
   California

   600 South Zero Street             Baldor Electric
   Suite 107, Fort Smith             Company
   Sebastian County                  c/o R.H. Ghan
   Arkansas                          Commercial Properties

In addition, two equipment leases were also determined to have no
economic value to the Debtors:

   * RMAP Lease Agreement with Ricoh Corporation; and

   * Office Equipment Lease Agreement with Office Business
     Solutions, LLC.

Hence, the Debtors seek the Court's permission to reject these
Leases.

To forego the burden brought by any personal property remaining
the premises covered by the leases, the Debtors seek the Court's
authority to abandon any personal property.

Pauline K. Morgan, Esq., Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, note that the monthly obligations accruing
under the Leases create operating costs that are unnecessary to
the Debtors' estates.

Furthermore, Ms. Morgan says that it is highly unlikely that the
Debtors would locate a third party willing to accept the Leases.  

                         Yosses Respond

Leland R. Yoss and Shirley J. Yoss ask the Court to set a
specific date by which rejection claims must be filed.  

In the alternative, the Yosses want the Debtors to specify the
date of surrender of the Agreement, and the deadline to file the
rejection claims.

The Yosses tell the Court that the Compton Property was left in a
state of serious disrepair and the Yosses will incur substantial
expense repairing the Compton Property.  

Hence, the Yosses also ask the Court to compel the Debtors to pay
the administrative claim for the damages caused by the Debtors to
the Compton Property.

                           Court Order

The Court grants the Debtors' request and it makes clear that the
Rejection Order and Office Business Solutions LLC's request to
modify its lease with Foamex LP for the return of specific office
equipment pieces will not be deemed to preclude and may not be
raised in opposition to any subsequent pleadings by Office
Business Solutions LLC that Office Business Solutions has one
integrated lease with Foamex LP for various pieces of equipment
and not a series of separate leases.

With the exception of Leland R. and Shirley J. Yoss, the last day
for the affected parties to file any claims arising from the
rejection of the Agreements is 30 days from the date of surrender
of property.

For the Yosses, the Court sets February 24, 2006, as the
Rejection Bar Date.  

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


FOOTSTAR INC: Judge Hardin Confirms First Amended Chapter 11 Plan
-----------------------------------------------------------------
The Hon. Adlai S. Hardin Jr. of the U.S. Bankruptcy Court for
the Southern District of New York confirmed the First Amended
Joint Plan of Reorganization filed by Footstar, Inc., and its
debtor-affiliates.  Judge Hardin confirmed the Debtors' Amended
Joint Plan on Jan. 25, 2006.

As reported in the Troubled Company Reporter on Dec. 13, 2005,
the Amended Plan provides for a stand-alone reorganization of the
Debtors around their Meldisco business, which currently generates
over 90% of its revenue from the Debtors' relationship with Kmart
Corporation, which is governed by the Master Agreement and amended
by the Kmart Settlement.  The Plan contemplates that the Debtors
will emerge with up to $100 million in exit financing

All unsecured creditors will be paid in full with a new
postpetition interest rate of 4.25% per annum, from the previous
1.23% per annum.  That new postpetition interest rate is refereed
under the Plan as the case interest rate.

                Treatment of Claims and Interests

A) Other priority claims, totaling approximately less than
   $1 million, will be paid in full on the effective date of the
   Amended Plan.

B) Secured tax claims, totaling approximately $1.9 million, will
   be either be paid in full on the effective date or over a
   period of six years from the date of assessment of the tax with
   interest.

C) Other secured claims, totaling approximately $8 million, will
   either be paid in full on the effective date, or reinstated by
   curing all outstanding defaults, or delivery or retention of
   collateral plus payment of interest.

D) Allowed general unsecured claims, totaling approximately
   $129 million, will be paid in full, in cash on the effective
   date plus the 4.25% per annum case interest rate.  If the class
   of general unsecured claims does not vote to accept the Plan,
   the Debtors and the Equity Holders Committee reserve their
   right to propose an interest rate that is lower than the case
   interest rate.

E) Subordinated Claims will receive their pro rata share of the
   proceeds of the AIG Settlement, which represents $14.3 million
   of insurance proceeds.

F) Footstar equity interests and subsidiary equity interests will
   be unaltered and will remain in place.

A full-text copy of the Amended Disclosure Statement explaining
the First Amended Joint Plan is available for a fee at:

   http://www.ResearchArchives.com/bin/download?id=051212211618

Headquartered in West Nyack, New York, Footstar Inc., retails
family and athletic footwear.  As of August 28, 2004, the Company
operated 2,373 Meldisco licensed footwear departments nationwide
in Kmart, Rite Aid and Federated Department Stores.  The Company
also distributes its own Thom McAn brand of quality leather
footwear through Kmart, Wal-Mart and Shoe Zone stores.  The
Company and its debtor-affiliates filed for chapter 11 protection
on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-22350).  Paul M.
Basta, Esq., at Weil Gotshal & Manges represents the Debtors in
their restructuring efforts.  When the Debtor filed for chapter 11
protection, it listed $762,500,000 in total assets and
$302,200,000 in total debts.


FRASCELLA ENTERPRISES: Case Summary & 15 Unsecured Creditors
------------------------------------------------------------
Debtor: Frascella Enterprises, Inc.
        dba CashToday
        1418 Race Street
        Philadelphia, Pennsylvania 19102

Bankruptcy Case No.: 06-10322

Type of Business: The Debtor offers check cashing,
                  tax preparation, short term lending,
                  and other business services.

Chapter 11 Petition Date: January 30, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Edmond M. George, Esq.
                  Obermayer Rebmann Maxwell & Hippel, LLP
                  1617 John F. Kennedy Boulevard
                  One Penn Center, Suite 1900
                  Philadelphia, Pennsylvania 19103-1895
                  Tel: (215) 665-3140

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Richmond Financial, Inc.                        $717,000
2990 Richmond Street
Philadelphia, PA 19134

Brandpartners Retail Inc.                        $61,441
P.O. Box 15014
Lewiston, ME 04243

City of Philadelphia                             $14,739
Department of Revenue
P.O. Box 1529
Philadelphia, PA 19105

Advanta Bank Corp.                               $14,023

Mapinfo                                           $9,733

Ceisler Jubelirer                                 $8,500

Grafico                                           $7,084

Klett Rooney Lieber & Schorling                   $2,069

AIG                                               $1,468

CDC Systems Inc.                                  $1,348

Philadelphia Gas Works                              $327

AT&T                                                $105

Verizon                                              $54

Home Depot                                           $50

Allen Sumpter                                        $35


G+G RETAILS: BCBG Max Submits Higher Offer for All Assets
---------------------------------------------------------
BCBG Max Azria Group Inc. submitted to the U.S. Bankruptcy Court
for the Southern District of New York an offer to buy
substantially all of the assets of bankrupt company, G+G Retail
Inc.  

BCBG also asked the Court to reject an asset purchase agreement
the Debtor has with Wet Seal Inc.  As previously reported,
G+G filed for chapter 11 protection to effectuate the sale of its
assets to Wet Seal for $15.2 million.

Part of BCBG's offer is the payment of $22 million of the Debtor's
unsecured debt over a five-year period.  Additionally, BCBG says
it will provide $20 million worth of fresh inventory and rehire
more than half of the retailer's terminated employees.

Headquartered in New York, G+G Retail, Inc., aka G+G Retail of
Puerto Rico -- http://gorave.com/and http://www.goravegirl.com
-- sells ladies wear and operates 566 stores in the United
States and Puerto Rico under the names Rave, Rave Girl and G+G.
The Company filed for chapter 11 protection on Jan. 25, 2006
(Bankr. S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq.
Laura Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young & Jones P.C.When the
company filed for protection from its creditors, it estimated more
than $100 million in assets and estimated $10 million to $50
million in debts.


GAINEY CORP: Moody's Rates Proposed $260 Million Facilities at B2
-----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Gainey
Corporation's proposed $260 million of senior secured credit
facilities.  Moody's also assigned a Corporate Family Rating of
B2.  The rating outlook is stable.  

The ratings reflect the Company's weak interest coverage and cash
flow metrics, despite otherwise moderate pro forma leverage
ratios, and the volatility in future cash flows because of highly
cyclical, competitive and fragmented nature of the trucking
industry.  The ratings also take into account:

   * Gainey's modest liquidity;

   * variability in operating margins experienced in recent years;
     and

   * the risks associated with integrating and financing likely
     future acquisitions.

Moody's also notes that Gainey is a closely-held firm with control
concentrated in the founder and CEO, Harvey Gainey.  The rating
also considers:

   * Gainey's substantial base of owned tractors and trailers that
     are pledged as collateral for the Credit Facilities;

   * some diversification of cash flow provided by the Company's
     non-truck-load operations; and

   * the strong economic environment which leads to high demand
     for transportation services.

The stable rating outlook reflects Moody's expectations that
operating conditions for truck operators will remain favorable
over the near term, which should allow Gainey to improve operating
cash flows such that the Company can meet planned capital
expenditure goals while modestly reducing debt and improving
credit metrics.  Ratings or their outlook would be subject to   
downward revision:

   * if Gainey were to take on additional debt or make further
     material cash distributions for any reason, possibly
     resulting in leverage (debt/EBITDA, as adjusted per Moody's
     standard methodology) in excess of 5 times;

   * if EBIT to interest expense falls below 1.3 times; or

   * if free cash flow were to remain significantly negative
     through 2006.

Conversely, ratings or their outlook could be adjusted upward if
the Company were to:

   * reduce leverage below 3.5 times;

   * generate free cash flow greater than 10% of debt; and

   * achieve EBIT/interest coverage of greater than 2 times for a
     sustained period, particularly if this can be demonstrated
     through a period of market decline.

Upon close of the Credit Facilities, Gainey expects to have pro-
forma balance sheet debt of $258 million, which would be the
majority of pro forma total capital.  The Company's leverage, at
pro forma debt/EBITDA of about 3.9 times, will be somewhat low for
this rating.  However, the pro forma leverage is heavily
influenced by estimated FY 2005 operating results at what Moody's
considers to be at or near the peak of the trucking sector cycle.
Gainey estimates its operating margin was approximately 7% for FY
2005 (ending December), versus about a 2% operating margin as
recently as 2003.  Moody's regards such margin improvement as
largely illustrative of the effects of cyclicality on the
operating results on companies in this sector, particularly those
with a high fixed-cost base.  At the pro-forma level of debt in
more moderate periods of the industry cycle (or, of greater
concern, during a cyclical downturn), Gainey's leverage would be
considerably higher.

Pro-forma interest coverage is weaker, with pro forma
EBIT/interest of about 1.5 times, which is somewhat low for a B2
rating.  Also, Gainey's free cash flow generation was negative
during 2005, which reflected the substantial planned spending on
fleet replacement.  Free cash flow is expected to be positive, but
thin in 2006, as capital spending is expected to be reduced
considerably to a more normalized level.  

Moody's believes that the thin interest coverage and free cash
flow during the current strong market environment may suggest
difficulty that the Company could face in generating sufficient
cash from operations to meet scheduled debt service during a
prolonged trucking sector cyclical downturn and the reliance on
availability of alternative liquidity.  This is particularly the
case if such a downturn coincides with a bullet maturity of one of
these facilities.

Moody's assesses Gainey's liquidity position to be adequate over
the near term, but modest, considering the Company's CAPEX needs
and the sector's cyclical nature.  Since 2001, Gainey has
maintained no cash balances.  On close of the Credit Facilities,
the company will likewise have no cash balances, and will have a
small drawing on its new revolving credit facility.  Moody's
notes, however, that the Company has approximately $30 million on
deposit with third party insurers.  The $50 million revolving
credit facility is adequate to the Company's working capital needs
over the near term, in Moody's opinion, with over $30 million
estimated to be available after letters of credit usage.  This
should cover near term cash short-falls that may occur due to
unexpected CAPEX or working capital requirements, or temporary
operating difficulties.

Moody's recognizes that a substantial portion of planned CAPEX
could be decreased to alleviate cash needs caused by any
unexpected deterioration in operating conditions, while the sale
of older assets has historically augmented the Company's cash flow
streams.  However, such curtailments in capital spending, if
prolonged, could have a detrimental effect on fleet operations,
potentially harming operating margins over the longer-term.

Moody's notes:

   * the Company's long operating history, particularly in the dry
     van segment;

   * its diversified customer base and long-term relationships
     with key customers; and

   * the diversification of cash flow provided by its other
     trucking services, refrigerated carriage in particular.  

This should provide the company with a business base on which it
can grow its revenues and potentially improve operating margins.
With a fleet of approximately 2,300 tractors and 5,300 trailers,
predominantly owned by Gainey rather than leased or contracted-in
via affiliates, the company has achieved sufficient operating
scale that should support its current customer base as well as
future growth opportunities.

Nonetheless, with FY 2005 revenues of approximately $400 million,
Gainey is a relatively small operator in the highly competitive
national truck-load sector, and may lack the strategic flexibility
that is enjoyed by the major carriers.  Moreover, Moody's
perceives a degree of risk inherent in an enterprise that may rely
heavily on the continued leadership of key managers.  

The B2 rating assigned to the Senior Secured Credit Facilities,
which is the same as the Corporate Family Rating, reflects the
preponderance of senior debt represented by these facilities in
the Company's debt structure, with adequate asset protection
provided by the Company's asset base that secures the Credit
Facilities.  The proposed Credit Facilities will be guaranteed by
all existing future direct and indirect domestic subsidiaries of
the borrower, Gainey Corporation.

Pro forma December 2005 total assets are estimated to be
approximately $338 million, with about $230 million representing
fixed assets, reflecting the Company's base of core trucking
assets.  Another $51 million represents accounts receivable, the
combination of which exceeds the amount of the Credit Facilities.
However, Moody's believes that realizable values associated with
all assets securing the senior secured debt may not provide
adequate coverage to these facilities under a distressed sale
scenario, particularly if the Company were to have substantial
drawings on its revolver.  Furthermore, the Credit Facilities lack
any substantial level of unsecured debt or equity, the latter of
which is being reduced by $10 million as a result of a proposed
dividend, to absorb first loss in a default situation.

These ratings have been assigned:

   * $50 million revolving credit facility due 2011, B2
   * $210 million term loan due 2012, B2
   * Corporate Family Rating, B2

Gainey Corporation, headquartered in Grand Rapids, Michigan,
provides services in the diversified truckload transportation
industry, operating in the:

   * dry van,
   * refrigerated,
   * pressurized gas, and
   * brokerage sectors.

The company had FY 2004 revenue of $356 million.


GENOIL INC: Obtains CDN$750,000 Bridge Financing from Lifschultz
----------------------------------------------------------------
Genoil Inc. (TSX VENTURE:GNO) (OTCBB:GNOLF) reported the
completion of a CDN$750,000 private placement funded by a
corporation affiliated with David K. Lifschultz, the Chairman and
CEO of Genoil.  The proceeds of the placement will be used to
support the construction of Genoil projects such as the
installation of Genoil's Genoil Hydroconversion Upgrader and the
Maxis Project, and for the payment of general expenses,
administration fees, and professional fees.  The funds from the
private placement are intended to provide short term bridge
financing and are expected to provide a significant benefit to
Genoil's current operations and growing international sales
program.

The issue has been placed as a six-month convertible debenture on
substantially similar terms to a private placement completed by
Genoil in December 2004.  The debenture being issued under the
private placement carries a 12% annual interest rate and the
principal amount of the debenture is convertible into common
shares of Genoil at CDN$0.44 per share.

According to the terms of the debenture, Genoil can force
conversion if Genoil common shares trade over CDN$1.55 per share
for a pre-defined period.  The debenture's conversion and exercise
prices are subject to adjustment for certain changes to Genoil's
share capital and in the event of specified dilutive transactions.  
Further, the holding period requires that the security must not be
traded before May 24, 2006.  In connection with the issuance of
the convertible debenture, Genoil has additionally granted 426,000
common share purchase warrants exercisable for a term of 6 months
at CDN$0.85 per share.

Also following Genoil's previous reports, Genoil declared the
completion of a Shares for Debt Application with the TSX Venture
Exchange to satisfy the amounts outstanding to Thomas Bugg, the
former Chief Operating Officer of the Corporation.  The amount
outstanding for the fourth quarter of 2005 is CDN$46,875.  These
shares are to be issued pursuant to a severance agreement
previously entered into between Genoil and Mr. Bugg.  Mr. Bugg
ceased to be employed by the Corporation in November 2004, and
under the terms of his severance agreement will be available to
the Corporation and providing consulting services until June 2006.  
The payment of Q4 debt is to be based on a price per share of
CDN$0.20625, such price being calculated based on the closing
price of Genoil's common shares on the date such shares for debt
arrangement was first announced less an adjustment amount in
accordance with the policies of the TSX Venture Exchange.

Headquartered in Calgary, ALberta, Genoil Inc. --
http://www.genoil.net/-- is a technology development company  
providing solutions to the oil and gas industry through the use of
proprietary technologies.  The Genoil Hydroconversion Upgrader can
economically convert heavy crude oil into more valuable light
synthetic crude, high in yields of transport fuels, while
significantly reducing the sulphur, nitrogen and other
contaminants in the oil.  Genoil's shares are listed on the TSX
Venture Exchange under the symbol GNO and on the OTC Bulletin
Board under the symbol GNOLF.OB.

                         *     *     *

                      Going Concern Doubt

In a Form 20-F filing with the Securities and Exchange Commission,
KPMG LLP expressed substantial doubt on Genoil Inc.'s ability to
continue as a going concern after it audited the Company's
financial statement for the fiscal year ended Dec. 31, 2004.  The
auditing firm says that the Company is suffering from recurring
losses from operations and is not realizing any cash from
operations.


GEORGIA PACIFIC: S&P Cuts Rating on $29 Million Certificate to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the
$29,000,000 class A-1 and A-2 corporate backed trust certificates
issued by Corporate Backed Trust Certificates Series 2001-16 Trust
to 'B' from 'BB-'.  At the same time, the ratings are removed from
CreditWatch, where they were placed with negative implications
Nov. 17, 2005.

The rating on this synthetic transaction is linked to the rating
on the underlying securities, Georgia Pacific Corp.'s $29,033,000
7.75% senior unsecured debentures.  This rating action follows
the lowering of the rating on the underlying securities on
Jan. 18, 2006, and its subsequent removal from CreditWatch
negative.


GSAA: S&P Affirms Low-B Ratings on 12 Class Certificates
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
218 classes of certificates from 22 GSAA-related transactions.

The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  As of the December
2005 distribution date, total delinquencies for these transactions
ranged from 0.86% to 9.40% of the current pool balances.
Cumulative realized losses ranged from 0.00% to 0.10% of the
original pool balances.  Approximately 80% of the transactions
have not experienced any realized loss.

Credit support for these transactions is provided through a
combination of subordination, excess spread, and over-
collateralization.  The underlying collateral consists of
conventional, fully amortizing, 30-year fixed- and adjustable-rate
mortgage loans, which are secured by first and second liens on
one- to four-family residential properties.
     
                         Ratings Affirmed
                            GSAA Trust

   Series      Class                                    Rating
   ------      -----                                    ------
   2004-3      AV-1, AF-2, AF-3, AF-4, AF-5             AAA
   2004-3      M-1                                      AA
   2004-3      M-2                                      A
   2004-3      B-1                                      BBB
   2004-3      B-2                                      BBB-
   2004-CW1    I-A-1, II-A-1, II-A-2, II-A-3, A-P, A-X  AAA
   2004-CW1    B1                                       AA
   2004-CW1    B2                                       A
   2004-CW1    B3                                       BBB
   2004-CW1    B4                                       BB
   2004-CW1    B5                                       B
        
                     GSAA Home Equity Trust

   Series      Class                                    Rating
   ------      -----                                    ------
   2004-4      A-1, A-2A, A-2B                          AAA
   2004-4      M-1                                      AA+
   2004-4      M-2                                      A+
   2004-4      M-3                                      BBB+
   2004-5      AF-2, AF-3, AF-4, AF-5, AV-2             AAA
   2004-5      M-1                                      AA
   2004-5      M-2                                      A+
   2004-5      B-1                                      BBB+
   2004-5      B-2                                      BBB-
   2004-6      A-1, A-2                                 AAA
   2004-6      M-1                                      AA+
   2004-6      M-2                                      A+
   2004-6      M-3                                      BBB+
   2004-7      AF-4                                     AAA
   2004-8      A-1, A-2, A-3A, A-3B                     AAA
   2004-8      M-1                                      AA
   2004-8      M-2                                      A
   2004-8      B-1                                      BBB+
   2004-8      B-2                                      BB+
   2004-9      A-1, A-2                                 AAA
   2004-9      M-1                                      AA+
   2004-9      M-2                                      AA-
   2004-9      M-3                                      A+
   2004-9      M-4                                      A
   2004-9      M-5                                      A-
   2004-9      B-1                                      BBB+
   2004-9      B-2                                      BBB
   2004-10     AV-1, AF-2, AF-3, AF-4, AF-5             AAA
   2004-10     M-1                                      AA
   2004-10     M-2                                      A
   2004-10     B-1                                      BBB
   2004-10     B-2                                      BBB-
   2004-10     B-3                                      BB
   2004-11     1A1, 2A1, 2A2, 2A3                       AAA
   2004-11     M-1                                      AA
   2004-11     M-2                                      A
   2004-11     B-1                                      BBB
   2004-11     B-2                                      BB
   2005-1      AV-1, AV-2, AF-2, AF-3, AF-4, AF-5       AAA
   2005-1      M-1                                      AA+
   2005-1      M-2                                      AA
   2005-1      B-1                                      A
   2005-1      B-2                                      BBB+
   2005-1      B-3                                      BB
   2005-2      1A1, 1A2, 2A1, 2A2, 2A3, M-1             AAA
   2005-2      M-2, M-3                                 AA+
   2005-2      M-4                                      AA
   2005-2      M-5                                      AA-
   2005-2      M-6                                      A+
   2005-2      B-1                                      A
   2005-2      B-2                                      BBB+
   2005-2      B-3                                      BBB
   2005-2      B-4                                      BBB-
   2005-3      A-1, A-2, A-3                            AAA
   2005-3      M-1                                      AA
   2005-3      M-2                                      A+
   2005-3      B-1                                      A
   2005-3      B-2                                      A-
   2005-3      B-3                                      BBB+
   2005-4      A-1, A-2, A-3, A-4, A-5, A-6             AAA
   2005-4      M-1                                      AA
   2005-4      M-2                                      A
   2005-4      B-1                                      BBB+
   2005-4      B-2                                      BBB
   2005-4      B-3                                      BBB-
   2005-4      B-4                                      BB+
   2005-5      A1, A2, A3, A4                           AAA
   2005-5      M-1                                      AA+
   2005-5      M-2                                      AA
   2005-5      M-3                                      A
   2005-5      M-4                                      A-
   2005-5      B-1                                      BBB+
   2005-5      B-2                                      BBB
   2005-5      B-3                                      BBB-
   2005-6      A-1, A-2, A-3                            AAA
   2005-6      M-1                                      AA
   2005-6      M-2                                      AA-
   2005-6      M-3                                      A
   2005-6      M-4                                      A-
   2005-6      B-1                                      BBB+
   2005-6      B-2                                      BBB
   2005-6      B-3                                      BBB-
   2005-6      B-4                                      BB
   2005-7      AV-1, AF-2, AF-3, AF-4, AF-5             AAA
   2005-7      M-1                                      AA+
   2005-7      M-2, M-3                                 AA
   2005-7      M-4                                      AA-
   2005-7      M-5                                      A+
   2005-7      M-6                                      A
   2005-7      B-1                                      A-
   2005-7      B-2                                      BBB
   2005-7      B-3                                      BBB-
   2005-7      B-4                                      BB
   2005-8      A-1, A-2, A-3, A-4, A-5                  AAA
   2005-8      M-1, M-2                                 AA
   2005-8      M-3                                      A+
   2005-8      M-4                                      A
   2005-8      B-1                                      A-
   2005-8      B-2                                      BBB+
   2005-8      B-3                                      BBB
   2005-8      B-4                                      BB
   2005-9      1A1, 1A2, 2A1, 2A2, 2A3, 2A4             AAA
   2005-9      M-1                                      AA+
   2005-9      M-2                                      AA
   2005-9      M-3                                      AA-
   2005-9      M-4                                      A+
   2005-9      M-5                                      A
   2005-9      M-6                                      A-
   2005-9      B-1                                      BBB+
   2005-9      B-2                                      BBB
   2005-9      B-3                                      BBB-
   2005-9      B-4                                      BB
   2005-10     1A1, 2A1, 2A2, 2A3, 2A4, 2A5             AAA
   2005-10     M-1, M-2                                 AA+
   2005-10     M-3                                      AA
   2005-10     M-4                                      AA-
   2005-10     M-5                                      A+
   2005-10     M-6                                      A
   2005-10     B-1                                      A-
   2005-10     B-2                                      BBB+
   2005-10     B-3                                      BBB
   2005-10     B-4                                      BB+
   2005-MTR1   A-1, A-2, A-3, A-4, A-5                  AAA
   2005-MTR1   M-1, M-2                                 AA+
   2005-MTR1   M-3                                      AA
   2005-MTR1   M-4                                      A+
   2005-MTR1   M-5                                      A
   2005-MTR1   B-1                                      BBB+
   2005-MTR1   B-2                                      BBB
   2005-MTR1   B-3                                      BB+
        
                GSAA Resecuritization Mortgage Trust

   Series      Class                                    Rating
   ------      -----                                    ------
   2005-R1     1A1, 1A2                                 AAA


HEXCEL CORP: Improved Financial Profile Cues S&P's Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Hexcel
Corp., including the 'B+' corporate credit rating, on CreditWatch
with positive implications.  The composite supplier has around
$420 million in debt.

"The CreditWatch reflects an improved financial profile driven by
solid end-market demand, the benefits of financial and operational
restructurings, and declining leverage," said Standard & Poor's
credit analyst Christopher DeNicolo.  The CreditWatch will be
resolved shortly and ratings are likely to be raised one notch
pending discussions with management.

Hexcel's full-year 2005 financial results show solid improvements
in revenues, earnings, and cash flow due mostly to recovery in the
commercial aerospace market (around 45% of sales), despite the
strike at Boeing Co. in September 2005 and delays in deliveries of
Airbus' A380 superjumbo.  The company has also reported good
growth in the space and defense segment.  In addition, the
company's equity was significantly bolstered by the reversal of a
$118 million valuation allowance against deferred tax assets and
the conversion of $120 million of preferred stock to common stock.
Credit protection measures are expected to continue to improve in
2006 as both Airbus and Boeing are forecast to significantly
increase production rates, although capital expenditures will be
much higher to build additional carbon fiber capacity.

Stamford, Connecticut-based Hexcel is the world's largest
manufacturer of advanced structural materials, such as
lightweight, high-performance carbon fibers, structural fabrics,
and composite materials for the commercial aerospace, defense and
space, electronics, recreation, and industrial sectors.


HILB ROGAL: Moody's Converts Provisional Rating to Actual Rating
----------------------------------------------------------------
Moody's converted its provisional rating on the credit facility of
Hilb Rogal & Hobbs Company (NYSE: HRH) to an actual rating.  The
rating on HRH's senior secured credit facility, dated as of
Dec. 15, 2004, was converted to Ba3 from the (P)Ba3 originally
assigned in December 2004.

Moody's has also withdrawn the Ba3 rating from HRH's prior senior
secured credit facility, dated as of July 1, 2002.  The rating
outlook for HRH is positive.

HRH, based in Glen Allen, Virginia, ranks among the eight largest
U.S. insurance brokers.  With offices throughout the U.S. and in
London, HRH primarily helps U.S. middle-market accounts to manage
property & casualty risks, employee benefits and other specialized
exposures.  For the first nine months of 2005, the company
reported total revenues of $510 million and net income of
$37 million.  As of Sept. 30, 2005, shareholders' equity was
$525 million.


HUDSON'S BAY: Board Endorsement Cues S&P to Keep Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services ratings on Toronto-based
Hudson's Bay Co. (HBC; BB-/Watch Neg/--) remain on CreditWatch
with negative implications, where they were placed Nov. 29, 2005.
The CreditWatch update follows HBC's announcement that its board
of directors has unanimously endorsed an amended all-cash offer
for 100% of HBC's common shares by Maple Leaf Heritage Investments
(MLHI).  The transaction also includes an all-cash offer for all
of HBC's C$200 million 7.5% convertible debentures due 2008..

The amended offer, which will expire on Feb. 24, 2006, is
contingent upon such factors as a minimum two-thirds of HBC's
shares and the majority of the company's subordinated debentures
being tendered.  The offer is also subject to regulatory approval.
When HBC's convertible subordinated debentures are redeemed, the
rating will be withdrawn.  If the bid is successful, with MLHI
having already arranged committed bank financing of C$1.7 billion,
HBC's C$160 million 7.4% 2006 unsecured debentures are likely to
be redeemed in April 2006, while plans for its C$120 million 7.5%
2007 unsecured debentures outstanding are unknown.

"In resolving the CreditWatch listing, we will meet with HBC's
management and review the company's ultimate capital structure,
including plans for HBC's financial services division," said
Standard & Poor's credit analyst Don Povilaitis.  "Therefore, the
ratings on HBC may be affirmed, lowered, or withdrawn, depending
on the outcome of Standard & Poor's review," Mr. Povilaitis added.


INTEGRATED HEALTH: Wants Until May 4 to Object to Claims
--------------------------------------------------------
IHS Liquidating, LLC, as successor to Integrated Health Services,
Inc., and certain of its direct and indirect subsidiaries, asks
the U.S. Bankruptcy Court for the District of Delaware to further
extend its deadline to file objections to claims in the IHS
Debtors' Chapter 11 cases to May 4, 2006, without prejudice to its
right to seek additional extensions.

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, IHS Liquidating's claims
resolution efforts, at this time, are focused on:

    (a) prosecuting the remaining omnibus claims objections; and

    (b) reviewing all additional unresolved claims to determine
        whether any additional claims objections are necessary.

Although IHS Liquidating believes that it has substantially
identified all claims that could be made subject to a future
objection, Mr. Brady says, it is prudent to extend the Claims
Objection Deadline to avoid a circumstance where objectionable
claims are inadvertently allowed.

Mr. Brady notes that a substantial number of claims were filed
after the August 24, 2000 bar date in the Debtors' Chapter 11
cases.  IHS Liquidating is evaluating how these claims impact
overall distributions but has not made a final determination on
whether to object to certain claims on this basis.

Accordingly, IHS Liquidating seeks another 120-day extension of
the Claims Objection Deadline.

Mr. Brady asserts that the extension would allow a conclusive
determination as to the existence of any remaining late or
otherwise objectionable claims.  Moreover, IHS Liquidating is
requesting the extension out of necessity so that it may discharge
its fiduciary duties in a responsible manner.

The Court will hold a hearing to consider IHS Liquidating's
request on February 7, 2006, at 4:00 p.m.  By application of
Del.Bankr.L.R. 9006-2, IHS Liquidating's Claims Objection Deadline
is automatically extended until the Court rules on the request.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 100; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERNATIONAL GALLERIES: Case Summary & 20 Largest Creditors
------------------------------------------------------------
Debtor: International Galleries Inc.
        3744 Arapaho
        Addison, Texas 75001

Bankruptcy Case No.: 06-30306

Type of Business: The Debtor sponsors artists and
                  sells their artwork through referrals.
                  See http://www.igi-art.com/

Chapter 11 Petition Date: January 31, 2006

Court: Northern District of Texas

Judge: Barbara J. Houser

Debtor's Counsel: Omar J. Alaniz, Esq.
                  Neligan Tarpley Andrews & Foley LLP
                  1700 Pacific Avenue, Suite 2600
                  Dallas, Texas 75201
                  Tel: (214) 840-5300
                  Fax: (214) 840-5301

Estimated Assets: Less than $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
BF Inkjet                        Trade Debt          $1,013,017
116 Bethea Road, #322
Fayetteville, GA 30214

Federal Express II               Trade Debt            $797,159
P.O. Box 94515
Palatine, IL 60094-4515

Aerotek Commercial Staffing      Trade Debt            $786,464
P.O. Box 198531
Altanta, GA 30384-8531

CAD & Graphic Supply             Trade Debt            $676,059
P.O. Box 801706
Dallas, TX 75380-1706

Texas Attorney                   Trade Debt            $444,838
General's Office
P.O. Box 12548
Austin, TX 78711-2548

Mirkovich, Nenad                 Trade Debt            $301,810
1706 Hickory Chase Dr.
Katy, Texas 77450

Soho Editions, Inc.              Trade Debt            $297,450
90 Painters Mill Road
Suite 134
Owings Mills, MD 21117

Indel-Davis Inc.                 Trade Debt            $284,376
Dept.# 188
Tulsa, OK 74182-0001

Realty Road Investors LP         Trade Debt            $267,735
c/o Cushman & Wakefield
220 E. Las Colinas Blvd.
Irving, TX 75039

QBOS, Inc.                       Trade Debt            $259,206
14275 Midway Road
Suite 220
Addison, TX 75001

Covarrubias, Guiller             Trade Debt            $200,000

DHL Express, Inc.                Trade Debt            $179,186

Rent-A-PC                        Trade Debt            $154,718

Du Bois, Tom                     Trade Debt            $149,013

Sachnoff & Weaver                Trade Debt            $132,185

Beltline & Marsh Lane            Trade Debt            $130,054

American National Services       Trade Debt            $129,992

TekGraf Corporation              Trade Debt            $129,117

Sparks, Justin                   Trade Debt            $128,556

UPS-2                            Trade Debt            $122,448


JACOBS INDUSTRIES: Court Approves Asset Sale to Zohar
-----------------------------------------------------
Jacobs Industries, Inc., and its debtor-affiliates sold some of
their assets, free and clear of liens, to Zohar Jacobs
Acquisition, LLC, after the Hon. Thomas J. Tucker of the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, approved the transaction on Jan. 25, 2006.  

Court documents did not show how much Zohar paid for the assets.

Comerica Bank will receive approximately $2 million from the sale
proceeds.  Comerica provided the Debtor with a $12.5 million
prepetition term loan facility and revolving credit.  The loans
are secured by a first priority security interest in substantially
all of the Debtors' assets.  As of the Company's bankruptcy
filing, the facility had a $12.6 million balance.

Any amount owing to GMAC Commercial Finance, LLC, not guaranteed
by designated customers will also be paid out of the sale
proceeds.  As reported in the Troubled Company Reporter on
Oct. 5, 2005, GMAC extended a $10 million postpetition revolving
line of credit to the Debtors.  From the DIP loan, a $3.2 million
out-of-formula allowance was given to designated customers in
exchange for guaranteeing part of the DIP loans.

The Debtors will also pay $250,000 to its investment banker,
Beringea, LLC.  They will also reserve an amount necessary to fund
the carve-out for professional fees due to the Schafer and Weiner,
PLLC Client Trust Account.

About 70% of any excess between the purchase price and the minimum
cash consideration amount, plus $200,000, will be paid to GMAC
Commercial for application to the over-formula portion of the DIP
financing.  The remaining 30% will be applied to debts owed to
Comerica Bank.

Headquartered in Fraser, Michigan, Jacobs Industries, Inc.,
manufactures automotive interiors in roll forming and channel,
stampings and assembled product.  The company along with its three
affiliates filed for chapter 11 protection on Sept. 26, 2005
(Bankr. E.D. Mich. Case No. 05-72613).  Charles J. Taunt, Esq.,
and Erika D. Hart, Esq., at Charles J. Taunt & Associates,
P.L.L.C., represents the Debtors in their restructuring.  When the
Debtor filed for protection from its creditors, it listed
$19,513,913 in total assets and $21,413,576 in total debts.


KMART CORP: Court Lifts Plan Injunction on Virgin Island Claimants
------------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Dec. 2, 2005, the United States Virgin Island Claimants asked the
U.S. Bankruptcy Court for the Northern District of Illinois to
lift Plan Injunction to allow them to adjudicate their personal
injury claims against Kmart Corporation to judgment.

Pursuant to Agreed Orders signed by the Court, the automatic stay
and the injunction provision of Kmart Corporation's Plan of
Reorganization are partially lifted to permit 26 residents of the
United States Virgin Islands to pursue litigation of their
personal injury claims to final judgment and settlement:

    (1) Alfred Lopez,
    (2) Arelias Arrendell,
    (3) Bobby Ferris,
    (4) Carolyn Joseph,
    (5) Donna Heywood,
    (6) Elizabeth Diaz,
    (7) Elroy Clark,
    (8) Emma Diaz,
    (9) Ernestine Gittens,
   (10) Idona Wallace
   (11) Jahmeca Weston.
   (12) Jannella Parris,
   (13) Jesse Celestine,
   (14) Joseph Spadaro,
   (15) Josephine Vigilant,
   (16) Leonardo Castillo,
   (17) Lisa Dean Braitwaite,
   (18) Maria Valdivia, and
   (19) Marsha Stanislas,
   (20) Pearly Rhymer,
   (21) Sandra Charles,
   (22) Shedrine Leomine,
   (23) Theresa Johnson,
   (24) Valencia Acoy,
   (25) Vilma Jones, and
   (26) Yolanda Linares

The Automatic Stay and the Plan Injunction will remain in effect
with respect to any and all of the Claimants' actions to execute
on any final judgment or settlement against Kmart or any of its
property.

All of Kmart's rights to pursue any other claims, causes of action
or potential offsets against the Claimants' claims are reserved.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Court Lifts Stay on Audrey Lavigne's Damage Claim
-------------------------------------------------------------
Audrey Lavigne commenced a lawsuit in the Monroe County Supreme
Court in New York against Kmart Corporation.  The pending action
sought to recover damages for permanent and serious injuries,
which Ms. Lavigne sustained at a Kmart store when six mirrors fell
from an overhead shelf onto her head.

Ms. Lavigne also asserted Claim No. 7729 in Kmart's Chapter 11
case in connection with her Lawsuit.

Accordingly, Ms. Lavigne sought and obtained the U.S. Bankruptcy
Court for the Northern District of Illinois' order to terminate
the automatic stay to allow her pending personal injury action to
proceed.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 106; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LIBERTY FIBERS: Stites Approved as Ch. 7 Trustee's Special Counsel  
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
gave Maurice K. Guinn, Esq., the chapter 7 Trustee overseeing the
liquidation proceedings of Liberty Fibers Corporation, permission
to employ Stites & Harbison, PLLC, as his special counsel.

Mr. Guinn tells the Court that the Debtor's estate include its
former business site that covers 300 acres.  That site includes a
landfill with a Class 1 permit and a power plant.  A wastewater
treatment plant is located on a tract of land, which is also a
property of the estate, across Highway 160 from the former
business site.

Stites & Harbison will advise the chapter 7 Trustee and represent
the estate's interest on environmental law issues, including but
not limited to the landfill property and the wastewater treatment
plant.

Mr. Guinn relates that he has received an Order of Forfeiture of
Financial Assurance and Revocation of Permit from the State of
Tennessee Department of Environment and Conservation.  Stites &
Harbison will also assist Mr. Guinn to appeal that Order.

William L. Penny, Esq., a member of Stites & Harbison, is the lead
attorney from the Firm representing the chapter 7 Trustee.  
Mr. Penny charges $325 per hour for his services.  

Mr. Penny reports Stites & Harbison's professionals bill:

          Designation            Hourly Rate
          -----------            -----------
          Counsel                $270 - $400
          Law Clerks &            $70 - $125
          Paralegals
    
Stites & Harbison assures the Court that it does not represent any
interest materially adverse to the Debtor pursuant to Section
327(a) of the Bankruptcy Code.
    
Headquartered in Lowland, Tennessee, Liberty Fibers Corporation,
fka Silva Acquisition Corporation, manufactures rayon staple
fibers.  The Debtor filed for chapter 11 protection on Sept. 29,
2005 (Bankr. E.D. Tenn. Case No. 05-53874).  Robert M. Bailey,
Esq., at Bailey, Roberts & Bailey, PLLC, represents the Debtor.
The Bankruptcy Court converted the Debtor's chapter 11 case to a
chapter 7 liquidation proceeding on Nov. 21, 2005. Maurice K.
Guinn, Esq., is the chapter 7 Trustee for the Debtor's estate.  
Tyler C. Huskey, Esq., at Gentry, Tipton & McLemore, PC represents
the chapter 7 Trustee. When the Debtor filed for chapter 11
protection, it listed $14,610,857 in assets and $20,024,777 in
debts.


LIBERTY FIBERS: Butch Lambert Okayed as Waste Management Advisor
----------------------------------------------------------------
The Honorable Marcia Phillips of the U.S. Bankruptcy Court for the
Eastern District of Tennessee in Greeneville gave Maurice K.
Guinn, Liberty Fibers Corporation's Chapter 7 Trustee, permission
to employ Butch Lambert & Associates, L.L.C., as his waste
management consultant.

The Debtor's estate includes its former business site, which
covers more than 300 acres.  The site includes a landfill with a
Class 1 permit and a power plant.  A wastewater treatment plant is
located on a tract of land, which is also property of the estate,
across Highway 160 from the former business site.

Butch Lambert will:

   (a) advise the Chapter 7 Trustee about his options in
       connection with the landfill;

   (b) identify the different effluent streams going into the
       wastewater treatment plant and potentially seek to remove
       the requirement of treatment of some or all of those waste
       streams;

   (c) determine requirements to allow the estate to obtain a
       permit to operate the wastewater treatment as a commercial
       facility;

   (d) evaluate opportunities for brownfield program assistance
       from the Tennessee Department of Environment and
       Conservation and Environmental Protection Agency; and

   (e) develop a projected plan.

The Chapter 7 Trustee has selected Butch Lambert & Associates,
L.L.C., because of its experience in the landfill business.

Jim McNaughton, vice president of Butch Lambert & Associates,
L.L.C., discloses that his Firm will bill $200 per hour.

Mr. McNaughton assures the Court that Butch Lambert & Associates,
L.L.C., is disinterested as that term is defined in Section
101(14) of the U.S. Bankruptcy Code.

With more than 75 years of collective industry experience, Butch
Lambert & Associates, L.L.C. -- http://www.butchlambert.com/--  
offers solid waste management and consultancy.  The Firm can be
contacted at:

      Butch Lambert & Associates, LLC
      388 Ingleside Drive
      Madison, Mississippi 39110
      Tel: (601) 853-9305
      Fax: (601) 853-0912

Headquartered in Lowland, Tennessee, Liberty Fibers Corporation,
fka Silva Acquisition Corporation, manufactures rayon staple
fibers.  The Debtor filed for chapter 11 protection on Sept. 29,
2005 (Bankr. E.D. Tenn. Case No. 05-53874).  Robert M. Bailey,
Esq., at Bailey, Roberts & Bailey, PLLC, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $14,610,857 in assets and
$20,024,777 in debts.  On Sept. 29, 2005, the Court converted the
Debtor's case to a chapter 7 liquidation proceeding.  The Court
appointed Maurice K. Guinn as the Debtor's Chapter 7 Trustee.


LOVESAC CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: The LoveSac Corporation
             155 North 400 West, Suite 520
             Salt Lake City, Utah 84103

Bankruptcy Case No.: 06-10080

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      LoveSac of Nevada, LLC                     06-10081
      Chillsack, LLC                             06-10082
      LoveSac Franchising, Inc.                  06-10083

Type of Business: The Debtors sell and franchise beanbags and
                  couches.  See http://www.lovesac.com

Chapter 11 Petition Date: January 30, 2006

Court: District of Delaware

Debtors' Counsel: Anthony M. Saccullo, Esq.
                  Charlene D. Davis, Esq.
                  The Bayard Firm
                  222 Delaware Avenue, Suite 900
                  P.O. Box 25130
                  Wilmington, Delaware 19899-5130
                  Tel: (302) 655-5000
                  Fax: (302) 658-6395

                       -- and --

                  Casey P. Coston, Esq.
                  Squire Sanders & Dempsey LLP
                  312 Walnut Street, Suite 3500
                  Cincinnati, Ohio 45202-4036
                  Tel: (513) 361-1200
                  Fax: (513) 361-1201

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
MoonHeart Factory                Goods                 $526,431
Sino China Trading Ltd.
Unit E.50 Hau Xiang Road
Shanghai, P.R.C. 201105
China

Scrapfoam.Com, Inc.              Goods                 $402,075
1979 Marcus Avenue Suite 210
Lake Success, New York 11042

GoodBaby Factory                 Goods                 $388,169
Sino China Trading Ltd.
Unit E.50 Hau Xiang Road
Shanghai, P.R.C. 201105
China

Airgroup Seafreight              Services              $273,573
P.O. Box 3627
Bellevue, WA 98009-3627

FedEx ERS                        Services              $172,674

Fudali Factory                   Goods                 $167,697

Ensign Group International       Goods                 $126,431

Sino China Trading Ltd.          Agent Services        $121,968

Lorber Enterprises               Goods                  $97,349

Key Construction Company         Contract               $81,155

Team Air Express                 Services               $75,556

California Packaging             Goods                  $71,501

Aspen Transportation             Services               $68,224

Shanghai Great Success           Goods                  $67,757
Garments Co. Ltd.

ITEX, Inc.                       Goods                  $64,346

TMCG Sales & Distributing        Goods                  $63,863

Aspen Distribution               Services               $49,873

NCE Inc.                         Goods                  $48,060

Unishippers                      Services               $43,402

Ferraricolor                     Services               $41,383


METRIS MASTER: S&P Affirms B+ Ratings on Three Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 10
classes of notes from five Metris Master Trust transactions and
removed them from CreditWatch with positive implications, where
they were placed Aug. 15, 2005.  In addition, ratings on three
classes of notes from three Metris Secured Note Trust transactions
are affirmed and removed from CreditWatch with positive
implications, where they were placed Aug. 15, 2005.

The upgrades on the Metris Master Trust transactions directly
reflect the financial backing of a higher rated entity (HSBC
Finance Corp.; A/Stable/A-1), which originates and services the
credit card receivables.  The ability of the originator/servicer
to continue generating and transferring receivables to the trust,
which is partly dependent on the unsecured credit rating of the
originator/servicer, is an important consideration when rating
credit card securitizations.  Purchases affect the level of
principal receivables in the trust, and higher purchase rates
accelerate the repayment of principal to investors, resulting in
lower required credit enhancement levels.

Credit performance of the receivables pools for the Metris Master
Trust and Metris Secured Note Trust transactions continues to be
in line with expectations.  Net losses have continued to decline
and have started to level off.  Over the same time period that
losses have trended downward, the total payment rate has exhibited
positive performance trends.  Lastly, yield has been relatively
stable over the past few years.

Standard & Poor's believes the current credit enhancement for the
Metris Master Trust notes is sufficient to support the notes at
the raised rating levels, while the current credit enhancement for
the Metris Secured Note Trust notes is sufficient to support the
affirmed ratings.
   
         Ratings Raised And Removed From Creditwatch Positive
   
                  Metris Master Trust, Series 2001-2

                                  Rating
                     Class     To        From
                     -----     --        ----
                     A         AA        A/Watch Pos
                     B         BBB+      BBB/Watch Pos
   
                  Metris Master Trust, Series 2002-1

                                  Rating
                     Class     To        From
                     -----     --        ----
                     A         AA        A/Watch Pos
                     B         BBB+      BBB/Watch Pos
   
                  Metris Master Trust, Series 2002-2

                                  Rating
                     Class     To        From
                     -----     --        ----
                     A         AA        A/Watch Pos
                     B         BBB+      BBB/Watch Pos
   
                  Metris Master Trust, Series 2004-2

                                  Rating
                     Class     To        From
                     -----     --        ----
                     M         AAA       AA/Watch Pos
                     B         AA        A/Watch Pos
   
                  Metris Master Trust, Series 2005-1

                                  Rating
                     Class     To        From
                     -----     --        ----
                     M         AAA       AA/Watch Pos
                     B         AA        A/Watch Pos
   
         Ratings Affirmed and Removed from Creditwatch Positive
   
                  Metris Secured Note Trust 2001-2

                                  Rating
                     Class     To        From
                     -----     --        ----
                     Notes     B+        B+/Watch Pos
   
                  Metris Secured Note Trust 2002-1

                                  Rating
                     Class     To        From
                     -----     --        ----
                     Notes     B+        B+/Watch Pos
   
                  Metris Secured Note Trust 2002-2

                                  Rating
                     Class     To        From
                     -----     --        ----
                     Notes     B+        B+/Watch Pos


MIRANT CORP: Settles CSFB's $1.1 Billion General Unsecured Claim
----------------------------------------------------------------
Credit Suisse First Boston filed Claim No. 6469, asserting a
general, unsecured claim against Mirant Corporation for
$1,127,436,115.

CSFB is the administrative agent for certain lenders under a
364-Day Credit Agreement dated July 17, 2001.

The Debtors and CSFB reviewed their books and records and found
some discrepancy.  The parties believe that the Claim Amount
should be adjusted to $1,127,199,120.

Accordingly, the parties agree that CSFB will:

   -- have an Allowed, General Unsecured Claim for $1,127,199,120
      with respect to Claim No. 6469; and

   -- be entitled to postpetition interest for $163,217,301 based
      on the Allowed Claim, calculated at the non-default
      contract rate anticipated as of December 31, 2005.

The Interim Order will become final on February 15, 2006, without
further notice and hearing unless an objection is timely filed
with the Court and served on the Excluded Debtors' counsel.

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp.  The
outlook is stable.  The rating reflects the credit profile of
Mirant, based on the structure the company expects to have on
emergence from bankruptcy at or around year-end 2005.


MIRANT CORP: White & Case & Haynes and Boone Withdraw Services
--------------------------------------------------------------
White & Case LLP and Haynes and Boone LLP sought and obtained the
U.S. Bankruptcy Court for the Northern District of Texas'
permission to withdraw their representation of five Mirant
Corporation's affiliates that remain in Chapter 11:

   (1) Mirant Bowline, LLC,
   (2) Mirant Lovett, LLC,
   (3) Mirant New York, Inc.,
   (4) Mirant NY-Gen, LLC, and
   (5) Hudson Valley Gas Corporation.

The Firms will continue to provide representation to the New
Mirant Entities including, but not limited to, representing the
New Mirant Entities in the Chapter 11 cases of the Excluded
Debtors.  "[A]lthough no conflict between the entities has
arisen, it is conceivable that a conflict might arise in the
future," Craig H. Averch, Esq., at White & Case LLP, in Miami,
Florida, convinced the Court.

Mr. Averch told the Court that since the New Mirant Entities have
emerged from Chapter 11, it is appropriate for the Excluded
Debtors to employ a separate counsel.  The New Mirant Entities
are no longer operating as debtors-in-possession under Section
1107 of the Bankruptcy Code, leading to certain practical
differences between the treatment of the New Mirant Entities as
compared to the Excluded Debtors.  Among these differences are:

   * The New Mirant Debtors' cash flow is no longer subject to
     the Bankruptcy Court's supervision and control, while the
     Excluded Debtors' cash flow remains subject to the Court's
     control and supervision;

   * The assets of the New Mirant Entities are no longer property
     of the estate, and hence, are not subject to oversight by
     the Court and the creditors committees;

   * Creditors of the Excluded Debtors remain subject to the
     automatic stay, while the New Mirant Entities are protected
     by the discharge provision; and

   * The New Mirant Entities are in the process of making
     distributions to creditors and shareholders and will no
     longer have any prepetition creditors.

Due to the relatively small number of unsecured creditors of the
Excluded Debtors, Mr. Averch points out that no creditors'
committee has been established.  The Excluded Debtors have
approximately 110 unsecured creditors.

Nevertheless, joint administration of the cases of the New Mirant
Entities and the Excluded Debtors remains appropriate at this
time because the Excluded Debtors anticipate emerging from
Chapter 11 under the Plan, Mr. Averch adds.

Mr. Averch states that the Chapter 11 Examiner will remain active
in the Excluded Debtors' Chapter 11 cases.  He will continue to
review any interactions between the New Mirant Entities and the
Excluded Debtors.

Forshey & Prostok, LLP, will represent the Excluded Debtors.

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

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp.  The
outlook is stable.  The rating reflects the credit profile of
Mirant, based on the structure the company expects to have on
emergence from bankruptcy at or around year-end 2005.


MIRANT CORP: Five Bankrupt Units Taps Forshey & Prostok as Counsel
------------------------------------------------------------------
On December 9, 2005, the U.S. Bankruptcy Court for the Northern
District of Texas confirmed the Plan of Reorganization of Mirant
Corporation and its debtor-affiliates except for these New York
Debtors:

    * Mirant Bowline, LLC,
    * Mirant Lovett, LLC,
    * Mirant New York, Inc.,
    * Mirant NY-Gen, LLC, and
    * Hudson Valley Gas Corporation.

The New Mirant Entities are no longer operating as debtors-in-
possession under Section 1107 of the Bankruptcy Code.  The
Excluded Debtors' assets, however, remain subject to oversight by
the Court, the United States Trustee, the Chapter 11 Examiner,
and the Creditors Committee.

Since the New Mirant Entities have emerged from Chapter 11, the
Excluded Debtors deemed it appropriate to retain separate
counsel.

Accordingly, the Excluded Debtors seek the Court's permission to
employ Forshey & Prostok, LLP, as their Chapter 11 counsel, nunc
pro tunc to January 3, 2006.

J. William Holden III, the Excluded Debtors' senior vice-
president, relates that Forshey & Prostok has represented the
Debtors as special conflicts counsel since July 14, 2003.  Jeff
Prostok, Esq., will act as lead counsel for the Excluded Debtors.

As Chapter 11 counsel, Forshey & Prostok will:

   a. take all necessary actions to protect and preserve the
      the Excluded Debtors' estates, including the:

      * prosecution of actions on their behalf;

      * defense of any actions commenced against them;

      * negotiation of disputes in which they are involved; and

      * the preparation of objections to claims filed against
        them.

   b. continue to negotiate, on behalf of the Excluded Debtors,
      with certain New York taxing authorities in connection with
      entering into a global settlement and resolving claims
      asserted by the tax agencies and other related matters;

   c. prepare, on behalf of the Excluded Debtors, all necessary
      motions, applications, answers, orders, reports, and papers
      in connection with the administration and prosecution of
      the Excluded Debtors' Chapter 11 cases;

   d. advise the Excluded Debtors in respect of bankruptcy,
      energy, real estate, regulatory, and tax matters or other
      services as requested;

   e. assist the Excluded Debtors in emerging from Chapter 11
      under the Plan and any related transactions; and

   f. perform all other legal services in connection with the
      Chapter 11 cases, on behalf of the Excluded Debtors.

The Excluded Debtors propose to pay Forshey & Prostok its
customary hourly rates for services rendered that are in effect
from time to time, and to reimburse the firm according to its
customary reimbursement policies.  J. Robert Forshey's billing
rate is $425 per hour and Jeff P. Prostok's billing rate is $415
per hour.

Mr. Prostok assures the Court that Forshey & Prostok neither
holds nor represents an adverse interest to the Excluded Debtors
or their Chapter 11 estates and is a "disinterested person" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Prostok relates that Forshey & Prostok continues to perform
certain tasks on behalf of the New Mirant Entities that are not
related to the Excluded Debtors or their Chapter 11 cases.  The
Firm is also conducting or involved in certain avoidance-related
litigation on behalf of Mirant's newly-formed subsidiary, MC
Asset Recovery, LLC, which litigation is not related to the
Excluded Debtors or their Chapter 11 estates.

The Excluded Debtors do not believe that Forshey & Prostok's
relationships with them, the New Mirant Entities, or with MC
Asset Recovery, either past or present, pose any conflict of
interest.

                          Interim Order

Judge Lynn grants the Excluded Debtors' request, on an interim
basis.

The Interim Order will become final on February 15, 2006, without
further notice and hearing unless an objection is timely filed
with the Court and served on the Excluded Debtors' counsel.

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp.  The
outlook is stable.  The rating reflects the credit profile of
Mirant, based on the structure the company expects to have on
emergence from bankruptcy at or around year-end 2005.


MTR GAMING: Moody's Confirms $130MM Sr. Unsecured Notes' B2 Rating
------------------------------------------------------------------
Moody's Investors Service confirmed the ratings of MTR Gaming
Group, Inc., which was placed on review for possible downgrade on
Dec. 5, 2005.  Concurrently, the outlook of MTR was revised to
developing following the rejection by a special committee of the
board of directors of MTR of a management-led buyout proposal from
TBR Acquisition Group, LLC to acquire all of the shares of MTR for
$9.50 per share in cash.

The developing outlook considers the company's intention to
continue to explore potential strategic alternatives.  Acceptance
of a revised offer from TBR could result in a ratings downgrade
depending upon the level of additional debt incurred to finance a
revised management buyout or other recapitalization that could
result from the board's review of strategic alternatives.  Upward
ratings momentum appears less likely, but is possible if MTR were
acquired by a higher rated entity.  

Nevertheless, Moody's anticipates a near to medium term resolution
with respect to the board's review process and that a material
increase in debt will result in the company's ratings being placed
under review for possible downgrade.

These ratings were confirmed:

   * $130 million senior unsecured notes due 2010 -- B2; and
   * Corporate family rating -- B1.

The confirmation of MTR's ratings considers the stable revenues
and cash flow the company is generating as well as the positive
regulatory environments of the company's markets.  

The company's B1 corporate family rating reflect:

   * MTR's dependence on a single property (Mountaineer generated
     approximately 86% of MTR's consolidated total revenues for
     the last twelve months ended Sept. 30, 2005);

   * the potential for competition from neighboring states (i.e.
     Pennsylvania); and

   * Moody's anticipation that capital spending for the
     development of the racino at Presque Isle Downs will exceed
     the company's free cash flow in the medium term.

The ratings also consider that the note indenture allows MTR to
repurchase up to $30 million of common stock.  Positive ratings
consideration is given to MTR's operating performance and West
Virginia's positive stance on gaming.  The B2 rating on the senior
unsecured notes considers that the notes are effectively ranked
junior to the $85 million revolving credit facility, and
unconditionally guaranteed on a senior unsecured basis by all
current and future operating subsidiaries.

MTR Gaming Group, Inc., headquartered in Chester, West Virginia,
owns and operates the:

   * Mountaineer Race Track & Gaming Resort in Chester,
     West Virginia;

   * Scioto Downs in Columbus, Ohio;

   * the Ramada Inn and Speedway Casino in North Las Vegas,
     Nevada; and

   * Binion's Gambling Hall & Hotel in Las Vegas, Nevada.

MTR Gaming Group, Inc. holds a license to build Presque Isle
Downs, a thoroughbred racetrack with pari-mutuel wagering in Erie,
Pennsylvania.  

The company also owns a 50% interest in the North Metro Harness
Initiative, LLC, which has a license to construct and operate a
harness racetrack outside Minneapolis, Minnesota and a 90%
interest in Jackson Trotting Association, LLC, which operates
Jackson Harness Raceway in Jackson, Michigan.  For the last twelve
months ended Sept. 30, 2005, the company generated $52.2 million
in EBITDA on $338.4 million in revenues.


MTR GAMING: Rejection of TBR Offer Prompts S&P's Developing Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch listing
on MTR Gaming Group Inc.'s 'B+' corporate credit and senior
unsecured debt ratings to developing from negative implications.
The CreditWatch revision reflects the special committee of the
board of director's rejection of TBR Acquisition Group LLC's
offer of $9.50 per share in cash to shareholders to take MTR
private. Edson Arneault and Robert Blatt, MTR's CEO and Executive
Vice President, respectively, control TBR.  Chester, West
Virginia-based MTR is a casino owner and operator.

Developing implications suggest the ratings could be affected
positively or negatively, depending upon whether a transaction
ultimately occurs.  "While TBR could accept the special
committee's invitation to submit a higher offer as a part of the
company's ongoing exploration of strategic alternatives, leading
to significant incremental debt of more than $250 million and
downward ratings pressure, the rejection of TBR's offer today
increases the possibility that a higher rated entity could make an
offer for MTR.  Acquisition by a higher rated entity could lead to
higher ratings for MTR," said Standard & Poor's credit analyst
Emile Courtney.

At September 2005, MTR had about $135 million of debt outstanding.
Standard & Poor's will monitor developments associated with the
company's pursuit of strategic alternatives.


MUSICLAND HOLDING: Hires BMC as Claims Agent on Interim Basis
-------------------------------------------------------------
The thousands of creditors and other parties-in-interest involved
in Musicland Holding Corp. and its debtor-affiliates' chapter 11
cases may impose heavy burdens upon the U.S. Bankruptcy Court for
the Southern District of New York and the Office of the Clerk.

To relieve the Court and the Clerk's Office of those burdens, the
Debtors seek the Court's authority to appoint BMC Group, Inc., as
their claims, noticing, and balloting agent to assist the Debtors
in distributing notices and to process information pertaining to
the Chapter 11 Cases.

Before the Debtors filed for bankruptcy, BMC performed certain
professional services for the Debtors in preparation for a
potential filing.  For those services performed or expenses
incurred, the Debtors do not owe BMC any amount.  BMC received a
$125,000 prepetition retainer from the Debtors.

BMC specializes in noticing, claims processing, balloting, and
other administrative tasks in chapter 11 cases.  It is an approved
claims agent for the U.S. Bankruptcy Court of the Southern
District of New York.

The Debtors chose BMC based on its experience and the
competitiveness of its fees.  BMC has provided identical or
substantially similar services in many other chapter 11 cases in a
variety of jurisdictions.

Sean Allen, president of BMC Group, assures Judge Bernstein that
the officers and employees of BMC:

    (a) do not have any adverse connection with the Debtors, the
        Debtors' creditors or any other party-in-interest or their
        attorneys and accountants, the United States Trustee or
        any person employed in the office of the United States
        Trustee; and

    (b) do not hold or represent an interest adverse to the
        Debtors' estates.

To the best of the Debtors' knowledge, BMC is a disinterested
person, as defined in Section 101(14) and as modified by Section
1107(b) of the Bankruptcy Code.  To ensure that no conflict or
disqualifying circumstances exist, BMC assured the Debtors that it
would conduct an ongoing review of its files.

At the Debtors' or the Clerk's Office's request, BMC will:

    (a) assist the Debtors in the preparation and filing of their
        schedules of assets and liabilities and statements of
        financial affairs;

    (b) prepare and serve required notices of:

        * the commencement of the Chapter 11 Cases and the initial
          meeting of creditors under section 341(a) of the
          Bankruptcy Code;

        * the claims bar date;

        * objections to claims;

        * hearings on a disclosure statement and plan
          confirmation or plans of reorganization; and

        * other miscellaneous notices as the Debtors or Court
          may deem necessary or appropriate;

    (c) within three business days after the service of a
        notice, prepare for filing with the Clerk's Office a
        certificate or affidavit of service that includes an
        alphabetical list of persons on whom the notice was
        served, along with their addresses and the dates and
        manner of service;

    (d) maintain copies of all proofs of claim and proofs of
        interest filed in the Chapter 11 Cases;

    (e) maintain official claims registers in the Chapter 11 Cases
        by docketing all proofs of claim and proofs of interest in
        a claims database that includes information for each claim
        or interest asserted:

        * if filed by an agent, the name and address of the
          claimant, interest holder or agent;

        * the date the proof of claim or interest was received by
          BMC or the Court;

        * the claim number assigned to the proof of claim or proof
          of interest; and

        * the asserted amount and classification of the claim;

    (f) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

    (g) transmit to the Clerk's Office a copy of the claims
        registers;

    (h) maintain an up-to-date mailing list for all entities that
        have filed proofs of claim or proofs of interest and make
        that list available upon request to the Clerk's Office or
        any party-in-interest;

    (i) provide access to the public for examination of copies of
        the proofs of claim or proofs of interest filed in the
        Chapter 11 Cases without charge;

    (j) create and maintain a public access Web site for public
        documents filed;

    (k) record all transfers of claims pursuant to Bankruptcy Rule
        3001(e)and, if directed to do so by the Court, provide
        notice of those transfers;

    (l) comply with applicable federal, state, municipal, and
        local statutes, ordinances, rules, regulations, orders,
        and other requirements;

    (m) provide temporary employees to process, reconcile and
        resolve claims as necessary;

    (n) promptly comply with further conditions and requirements
        as the Clerk's Office or the Court may at any time
        prescribe;

    (o) provide other claims processing, noticing, balloting, and
        related administrative services as may be requested by the
        Debtors; and

    (p) act as balloting agent, which may include:

        * printing of ballots, printing of creditor and
          shareholder specific ballots;

        * preparing voting reports by plan class, creditor, or
          shareholder and amount for review and approval by the
          client and its counsel;

        * coordinating the mailing of ballots, disclosure
          statement, and plan of reorganization to all voting and
          non-voting parties and provide affidavit of service;

        * establishing a toll-free "800" number to receive
          questions regarding voting on the plan; and

        * receiving ballots at a post office box, inspecting
          ballots for conformity to voting procedures, date
          stamping and numbering ballots consecutively, and
          tabulating and certifying the results.

In addition, BMC will assist the Debtors with:

    (a) preparing and mailing customized Proofs of Claim to the
        creditors listed on the Debtors' Schedules of Liabilities;

    (b) preparing, mailing, and tabulating ballots of certain
        creditors for the purpose of voting to accept or reject
        the plan or plans of reorganization; and

    (c) any other additional services requested by the Debtors.

The Debtors believe that the notice, claims, and balloting
services provided by BMC will not duplicate the services that
other professionals would provide to the Debtors.

BMC's fees as notice and claims agent are:

      Consulting                            Hourly Rate
      ----------                            -----------
      Typical Blended Rate                  $135
      Seniors/Principals                    $180 - $275
      Consultants                           $100 - $175
      Case Support                           $65 - $95
      Data Entry/Administrative Support      $45

The Debtors and BMC had a retention agreement which provides that
the Debtors will indemnify and hold BMC harmless against any
losses, claims, damages, judgments, liabilities and expense
resulting from action taken by BMC in good faith and without
negligence in reliance upon instructions received from the Debtors
as to anything arising in connection with its performance under
the Agreement.

The Retention Agreement also provides that:

    (a) BMC will be without liability to the Debtors with respect
        to any performance or non-performance, if done in good
        faith and without negligence or misconduct;

    (b) BMC's liability to the Debtors for any losses or damages,
        will not exceed the total amount billed or billable to the
        Debtors for the portion of the particular work, which gave
        rise to the loss or damage; and

    (c) BMC will not be liable for any indirect, special or
        consequential damages including loss of anticipated
        profits or other economic loss.

The Debtors also ask the Court to approve the indemnification
provisions of the Retention Agreement and release all filed claims
directly to BMC.

Judge Bernstein approves the Application on an interim basis.

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


NELLSON NUTRACEUTICAL: Wants Pachulski Stang as Bankruptcy Counsel
------------------------------------------------------------------
Nellson Nutraceutical, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
as their bankruptcy counsel, nunc pro tunc to Jan. 28, 2006.

Pachulski Stang will:

   (a) provide legal advice with respect to their powers and
       duties as debtors-in-possession in the continued operation
       of their businesses and management of their properties;

   (b) prepare and pursue confirmation of Debtors' plan and
       approval of the Debtors' disclosure statement;

   (c) prepare necessary applications, motions, answers, orders,
       reports and other legal papers on behalf of the Debtors;

   (d) appear in Court and protect the interests of the Debtors
       before the Court; and

   (e) perform all other legal services for the Debtors that are
       necessary and proper in the Debtors bankruptcy proceeding.

Laura Davis Jones, Esq., a partner at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., discloses that the Firm received a
$880,000 prepetition retainer.  The Firm's professionals bill:

      Professional                  Hourly Rate
      ------------                  -----------
      Laura Davis Jones, Esq.           $675
      Richard M. Pachulski, Esq.        $725
      Brad R. Godshall, Esq.            $625
      Maxim B. Litvak, Esq.             $395
      Rachel Lowy Werkheiser, Esq.      $325
      Patricia J. Jeffries              $175
      Marlene Chappe                    $150
      Jorge E. Rojas                    $120

Ms. Jones assures the Court that Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., is disinterested as that term is defined
in Section 101(14) of the U.S. Bankruptcy Code.

With offices in Los Angeles, San Francisco, New York and
Wilmington, Delaware, Pachulski, Stang, Ziehl, Young, Jones &
Weintraub, P.C. -- http://www.pszyjw.com/-- represents clients in  
four areas:

      * Business reorganizations and out-of-court workouts
      * Business litigation
      * Business, commercial and real estate transactions
      * Avoidance, claims and other bankruptcy litigation

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., formulate, make and sell bars and powders for the nutrition
supplement industry.  The Debtors filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.


NELLSON NUTRACEUTICAL: Wants XRoads Solutions as Financial Advisor
------------------------------------------------------------------
Nellson Nutraceutical, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ XRoads Solutions Group, LLC, as their financial advisor,
nunc pro tunc to Jan. 28, 2006.

XRoads Solutions will:

   (a) assist the Debtors in developing a restructuring proposal
       for the Debtors' debt;

   (b) assist the Debtors in negotiations with the Debtors' debt
       holders;

   (c) review the Debtors' business plan, financial statements and
       operations;

   (d) analyze the Debtors' liquidity, evaluate strategic
       alternatives and financial forecasting;

   (e) assist the Debtors with documentation in support of
       bankruptcy motions or pleadings;

   (f) prepare bankruptcy schedules and statements of financial
       affairs for each of the Debtors;

   (g) prepare monthly operating reports;

   (h) analyze and reconcile claims against the Debtors' estates;
       and

   (i) perform other financial advisory and case management
       services that may be requested by the Debtors.

William K. Creelman, a principal at XRoads Solutions, discloses
that the Firm received a $250,000 retainer.  The Firm's
professionals bill:

      Designation                  Hourly Rate
      -----------                  -----------
      Principal                    $450 to $550
      Managing Director            $375 to $425
      Director                     $250 to $375
      Senior Consultant            $250 to $375
      Consultant                   $250 to $375
      Associate                    $125 to $175
      Administrator                $125 to $150

Mr. Creelman assures the Court that XRoads Solutions is
disinterested as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code.  Mr. Creelman also added that the Firm has
no interest adverse to the Debtors or their estate.

A full-text copy of the Debtors' engagement letter with Xroads
Solutions is available for a fee at:

  http://www.ResearchArchives.com/bin/download?id=060131014759

Xroads Solutions Group, LLC -- http://www.xroadsllc.com/-- is a  
consulting firm that specializes in corporate restructuring,
operations improvement, litigation analytics, case management
services and valuations in chapter 11 cases.

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., formulate, make and sell bars and powders for the nutrition
supplement industry.  The Debtors filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., and Brad R. Godshall, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C. represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


NRG ENERGY: Selling 20,855,057 Common Shares at $48.75 Per Share
----------------------------------------------------------------
NRG Energy, Inc., plans to 20,855,057 shares of its stock to the
public priced at $48.75 per share.  The company expects to net
$985,083,508 after deducting expenses and the 3% underwriters'
discount.

The joint book-running managers of the offer are:

   * Morgan Stanley Citigroup
   * Lehman Brothers
   * Banc of America Securities LLC
   * Deutsche Bank Securities
   * Goldman, Sachs & Co.
   * Merrill Lynch & Co.

The Company plans to use the net proceeds from the common stock
offering and the offerings of mandatory convertible preferred
stock and New Senior Notes, together with initial borrowings under
its new senior secured credit facility and cash on hand:

   (1) to fund the Company's acquisition of Texas Genco LLC;

   (2) to repurchase its outstanding Second Priority Notes;

   (3) to repurchase Texas Genco's outstanding unsecured senior
       notes;

   (4) to repay amounts outstanding under its existing senior
       secured credit facility and Texas Genco's existing senior
       secured credit facility;

   (5) for ongoing credit needs of the combined company, including
       replacement of existing letters of credit; and

   (6) to pay related premiums, fees and expenses.

In case the Company does not consummate the acquisition, it
intends to use net proceeds for general corporate purposes.

As reported in the Troubled Company Reporter on Jan. 30, 2006, the
Company sold $3.6 billion of debt of what is said to be the
biggest sale of junk bonds since 1989.

The Company sold:

   -- $2.4 billion of 7.375% notes maturing in 2016; and
   -- $1.2 billion of 7.25% notes maturing in 2014.

The Company's share are traded in the New York Stock Exchange
under the symbol "NRG".

The Company's shares traded between $45.95 and $49.25 last month.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?4cc

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 the Troubled Company Reporter on Jan. 9, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on power generation company NRG Energy Inc.

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.

The 'BB-' rating and '1' recovery rating on the $3.2 billion term
loan B and $2 billion revolving credit and LOC facilities indicate
the expectation of full recovery of principal in the event of a
payment default.

Standard & Poor's affirmed its 'CCC+' ratings on NRG's preferred
stock issues.

The stable outlook reflects Standard & Poor's view that NRG's
credit quality should not significantly deteriorate in the short
term.


NSG HOLDINGS: S&P Puts Senior Loans' B+ Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on NSG
Holdings II's $160 million senior secured bank facility on
CreditWatch with negative implications.

The CreditWatch placement on NSG Holdings II is due to the
CreditWatch listing on Reliant Energy Inc. (B+/Watch Neg/B-2).

Houston, Texas-based NSG Holdings II is a portfolio of U.S.-based
power assets.

"The portfolio remains concentrated by cash flow and asset in a
single project, the Vandolah project, a 680 MW peaking facility
located in Florida," said Standard & Poor's credit analyst Jodi
Hecht.

Vandolah sells its power under a long-term power purchase contract
to a subsidiary of Reliant Energy.

The recovery rating on the bank facility is '2'. The 'B+' rating
and '2' recovery rating indicate the expectation of a substantial
(80%-100%) recovery of principal in the event of a payment
default.

NSG Holdings II is a wholly owned subsidiary of Northern Star
Generation LLC, which is owned equally by AIG Highstar Generation
LLC and a subsidiary of the Ontario Teachers' Pension Plan Board.


O'SULLIVAN INDUSTRIES: Wants Plan-Filing Period Extended to May 15
------------------------------------------------------------------
Section 1121(b) of the Bankruptcy Code provides that only the
debtor may file a plan of reorganization during the initial 120
days after the Petition Date.  Additionally, Section 1121(c)(3) of
the Bankruptcy Code also provides that if the plan is filed, the
debtor has the exclusive right to solicit acceptances of the plan
for 180 days after the petition date.

The court may, for cause, reduce or increase the 120-day period or
the 180-day period upon a party-in-interest's request.

In this regard, O'Sullivan Industries Holdings, Inc., and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Northern
District of Georgia to extend the time period within which they
have the exclusive right to:

   (a) file a plan until May 15, 2006; and

   (b) solicit acceptances of that plan until July 11, 2006.

James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout,
P.A., in Atlanta, Georgia, relates that in determining whether
"cause" to extend the Exclusive Periods exists, courts rely on:

   -- the size and complexity of the case;

   -- the debtor's progress in resolving issues facing the
      estate; and

   -- whether an extension of time will harm the debtor's
      creditors.

Specifically, the Debtors seek extension of the Exclusive Periods
to afford them time to continue to:

   * conclude the ongoing negotiations with the Official
     Committee of Unsecured Creditors and the largest holders of
     their senior secured notes; and

   * achieve a consensual Plan.

The Debtors disclosed in papers filed with the Court that on
January 12, 2006, following a lengthy series of negotiations, they
reached an agreement in principle with the Creditors
Committee and the ad hoc committee of senior secured noteholders
regarding various disputed issues. The parties are in the process
of memorializing that agreement in principle in a second amended
plan and a second amended disclosure statement.

In a January 19 notice to the Court, however, the Debtors
retracted the statement without further comment.

"Termination of the Exclusive Periods at this juncture would
defeat the . . . possibility of the Debtors finalizing a
consensual plan of reorganization," Mr. Cifelli tells Judge
Mullins.

In addition, Mr. Cifelli emphasizes that denial of the extension
request would signal a loss of confidence in the Debtors and their
reorganization efforts, undermining the gains the Debtors have
made since the commencement of their Chapter 11 cases and harming
both the Debtors and their creditors, as well as other potential
parties-in-interest.

Moreover, Mr. Cifelli assures the Court that the Extension of the
Exclusive Periods will not harm the Debtors' creditors or other
parties-in-interest.

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


OMEGA HEALTHCARE: S&P Upgrades Corporate Credit Rating to BB
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Omega Healthcare Investors Inc. to 'BB' from 'BB-'.

In addition, ratings are raised on the company's senior unsecured
debt and preferred stock, impacting $603.5 million in securities.
The outlook is stable.

"The upgrade acknowledges the company's ability to make accretive
acquisitions and access the capital markets to facilitate this
growth while preserving its financial profile," said credit
analyst George Skoufis.  "The company's stable portfolio, aided by
improved operator rent coverage, is additional critical
consideration.  However, overall liquidity remains relatively
constrained but adequate.  Additionally, although the government
reimbursement environment is currently stable, these programs can
be volatile and have historically had a negative impact on
operators."

A stable operator base, comfortable rent coverage at the property
level, and modest lease and mortgage expirations should produce
stable cash flow to support debt protection measures.  Further
positive ratings momentum would be derived from a steady
improvement in the company's financial profile, especially fixed-
charge coverage, and continued stability at the property level.
Ratings would be negatively affected by unexpected shifts in the
currently stable reimbursement environment, or if the company
pursues its growth initiatives in a highly leveraged manner.


OUIMET CORP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ouimet Corporation
        2967 Sidco Drive
        Nashville, Tennessee 37204

Bankruptcy Case No.: 06-00379

Type of Business: The Debtor produces coated products,
                  laminated fabrics, polyurethane foam
                  laminations, and fabricated stripping and
                  straps.  See http://www.ouimetcorp.com/

Chapter 11 Petition Date: January 30, 2006

Court: Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Robert James Gonzales, Esq.
                  MGLAW PLLC
                  120 30th Avenue North, Suite 1000
                  Nashville, Tennessee 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


OWENS CORNING: Gets OK on Affiliated FM Asbestos Claims Settlement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware
approved the Settlement Agreement inked among Owens Corning,
its debtor-affiliates and Affiliated FM Insurance Company
resolving the lawsuit regarding the insurer's payment of asbestos
claims against the Debtors that are not subject to the "products"
limits of Affiliated FM's insurance policies.

Owens Corning commenced the lawsuit against Affiliated FM and
other insurance companies seeking coverage for "non-products"
claims, styled Owens Corning v. Birmingham Fire Insurance Company,
et al., No. CI0200104929, in the Court of Common Pleas of Lucas
County, Ohio, on October 26, 2001.

The full-text of the Settlement Agreement is filed under seal.

The principal terms of the Settlement Agreement are:

   (a) Affiliated FM will pay Owens Corning a monetary amount
       either through an escrow account or as directed by a
       confirmed plan of reorganization, depending on the
       progress of the Debtors' bankruptcy case.

       Affiliated FM's payment of the Settlement Amount will
       constitute a sale to and purchase by Affiliated FM of
       Owens Corning's rights and interests in the excess
       liability policy Affiliated FM issued to Owens Corning
       pursuant to Section 363(b)(1) and (f) of the
       Bankruptcy Code;

   (b) Owens Corning and Affiliated FM will mutually release one
       another and their related entities from all claims
       relating to the excess liability policy Affiliated FM
       issued to Owens Corning and the 1997 Settlement;

   (c) The key terms of the Settlement Agreement are contingent
       on the entry of a final order confirming the Debtors' Plan
       that includes an injunction pursuant to Section 524(g) of
       the Bankruptcy Code, to protect Affiliated FM, among other
       insurers;

   (d) In addition to the 524(g) Injunction, Owens Corning will
       use its reasonable best efforts to obtain other injunctive
       protections for Affiliated FM as part of the Debtors' Plan
       under Section 105 of the Bankruptcy Code or otherwise; and

   (e) In the event that the Settlement Agreement becomes null
       and void -- for example, if a 524(g) Injunction does not
       issue -- Affiliated FM will not be obligated to make any
       further payment of the Settlement Amount and will be
       entitled to the prompt release and return of any
       payment or payments previously made to the Escrow Account,
       and the Parties will have restored all rights, defenses,
       and obligations relating to the excess liability policy
       Affiliated FM issued to Owens Corning and the 1997
       Settlement.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the
Debtors in their restructuring efforts.  (Owens Corning Bankruptcy
News, Issue No. 124; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


OWENS CORNING: Court Approves Wiltel Settlement Agreement
---------------------------------------------------------
WilTel Communications, LLC, formerly known as Williams
Communications, LLC, asserts a $2,544,912 general unsecured
non-priority claim against Owens Corning.  WilTel also seeks
payment of an administrative expense claim of at least $404,876.

The Claims are based on telecommunication services WilTel
rendered to Owens Corning pursuant to a Master Agreement for
Services dated December 31, 1997, between the parties.

WilTel asserted that it is the sole holder of the Claims pursuant
to an Assignment and Assumption Agreement dated March 31, 2001,
in which Williams Communications Solutions, LLC, now known as
NextiraOne, LLC, assigned to WilTel certain accounts receivable,
including those that form the basis of the Claims.

In October 2002, the Debtors commenced an adversary proceeding to
avoid and recover preferential transfers against WilTel and
Nextira.  The Debtors also objected to WilTel's Claims.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the Court that the Debtors and WilTel have
engaged in negotiations to settle their disputes.  Subsequently,
the parties agreed to resolve the Claim Litigation and dismiss
WilTel with prejudice from the Preference Action.

The principal terms of the parties' Settlement Agreement are:

   (a) WilTel's Prepetition Claim will be allowed against Owens
       Corning as a general unsecured non-priority claim for
       $713,000;

   (b) The Postpetition Claim will be allowed against Owens
       Corning as an administrative expense claim for $48,000;

   (c) Owens Corning will pay $48,000 to WilTel in full and final
       satisfaction of the Postpetition Claim;

   (d) The Claims will be deemed disallowed in their entirety;
       and

   (e) The Debtors are authorized, on behalf of WilTel, to file
       with the official Claims Agent, OMNI Management Group,
       LLC, formerly known as Robert L. Berger and Associates,
       LLP, an amended proof of claim for $713,000 which will
       supersede the Prepetition Claim, as amended, and any other
       prepetition claim arising from or relating to the Master
       Agreement.

The Debtors sought and obtained the U.S. Bankruptcy Court for the
District of Delaware's approval of the Settlement Agreement with
WilTel.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells Judge Fitzgerald that the Settlement Agreement
will entirely resolve the Claim Litigation and will result in a
substantial reduction of the amounts of the Claims.

Additionally, the Settlement Agreement will resolve the
Preference Action as to WilTel, which apparently did not receive
any of the transfers at issue.  The probability of success
in obtaining a better result by prosecuting the Claim Litigation
and the Preference Action to their conclusions -- which would be
very costly in terms of expense, inconvenience and delay -- is
uncertain.

A full text-copy of the Debtors' Settlement Agreement with WilTel
is available for free at http://ResearchArchives.com/t/s?4c8

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).  Mark S. Chehi,
Esq., at Skadden, Arps, Slate, Meagher & Flom, represents the
Debtors in their restructuring efforts.  (Owens Corning Bankruptcy
News, Issue Nos. 122& 124; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PEP BOYS: Closes $200 Million Financing Syndicated by Wachovia
--------------------------------------------------------------
The Pep Boys - Manny, Moe & Jack (NYSE:PBY) closed a $200 million
senior secured term loan facility syndicated by Wachovia Capital
Markets, LLC.

The facility has a stated maturity of Jan. 27, 2011, is secured by
certain of the Company's real estate, amortizes 1% per year until
maturity and is pre-payable at any time without penalty.  The
facility, as with all of the other present indebtedness of the
Company, contains no ongoing operating performance covenants so
long as availability under the Company's $357.5 million revolving
credit facility remains above $50 million.  The facility contains
customary representations and covenants of a senior financing,
including the timely repayment or refinancing of the Company's
4.25% Convertible Senior Notes due June 2007.

The facility also has an expansion feature, which allows the
Company to expand the size of the facility by a further
$125 million dollars, subject to the addition of further
collateral and successful syndication.

Proceeds were used to satisfy and discharge $43 million and
$100 million in outstanding medium term notes that mature in 2006
(including approximately $5 million in interest expense) and to
reduce borrowings under the Company's revolving credit facility.  
To repay the $100 million in outstanding medium term notes, the
Company was required to settle the remarketing option attached to
such notes, and will record the approximately $8.2 million cost in
its fourth quarter.

Headquartered in Philadelphia, Pep Boys -- http://www.pepboys.com/
-- is the nation's leading automotive aftermarket retail and
service chain, has 593 stores and more than 6,000 service bays in
36 states and Puerto Rico.  Along with its vehicle repair and
maintenance capabilities, the Company also serves the commercial
auto parts delivery market and is one of the leading sellers of
replacement tires in the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Pep Boys, Manny, Moe & Jack to 'B-' from 'B+' and
removed the rating from CreditWatch, where it was placed on
Nov. 11, 2005.

At the same time, the bank loan rating was lowered to 'B', the
senior unsecured rating was lowered to 'B-', and the subordinated
note rating was lowered to 'CCC'.  These actions reflect the
company's very highly leveraged capital structure due to poor
earnings performance, its significant debt maturities due in 2006
and 2007, and lack of operating cash flow generation.  The outlook
is negative.


PROPEX FABRICS: S&P Rates Proposed $310 Mil. Sr. Sec. Loan at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and its recovery rating of '1' to Austell, Georgia-based
Propex Fabrics Inc.'s proposed $310 million senior secured credit
facility, based on preliminary terms and conditions.  At the same
time, Standard & Poor's affirmed all other ratings on Propex
(B+/Stable/--).  The outlook is stable.

The rating on the senior secured bank loan is one notch higher
than the corporate credit rating; this and the '1' recovery rating
indicate that bank lenders can expect full recovery of principal
in the event of a payment default.  Pro forma for the financing
plan, Propex will have about $488 million in total debt
outstanding, including:

     * a $50 million bridge loan that will be repaid with proceeds
       from future restructuring activities, and

     * $28 million in seller notes at Propex Fabrics Holdings
       Inc., a holding company and direct parent of Propex.

The transaction proceeds will be used to finance the acquisition
of SI Concrete Systems and SI Geosolutions Corp.  SI's products
provide support, strength, and stabilization solutions for its
customers in the furnishings and construction materials markets.

"The acquisition benefits Propex's business risk profile by
reducing the level of customer concentration and diversifying the
product mix," said Standard & Poor's credit analyst George
Williams.  "Carpet backing will decline to less than 50% of total
sales from around 66%, and the top 10 customers will account for
about 35% of total sales, down from closer to 50% before the
transaction."

The ratings on Propex Fabrics reflect a weak business risk profile
and a highly leveraged financial profile characterized by heavy
debt and exposure to volatile raw-material costs and economic
cycles.  Additional sources of concern are the company's
relatively narrow business focus despite efforts to diversify away
from carpet backing and the overall declining market share for
carpet as a percentage of overall floor covering sales.  While
carpet sales have increased about 1% annually since 1998, its
share of overall flooring market has declined by a similar 1%
annually over the same period, as other flooring solutions have
gained in popularity.  These factors are mitigated by:

     * Propex's strong market share in carpet backing,

     * some geographical diversification through plant locations
       on three continents, and

     * a demonstrated ability to pass through raw-material costs
       in difficult market conditions.
     
With pro forma sales of more than $900 million, Propex is a
well-established producer of polypropylene synthetic fibers.  
Carpet backing will remain the largest portion of Propex's
business representing less than 50% of total revenues.


PROXIM CORPORATION: Has Until April 9 to File Chapter 11 Plan
-------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for
the District of Delaware extended Proxim Corporation and its
debtor-affiliates' time until Apr. 9, 2006, to file a chapter 11
plan of reorganization.  Judge Walsh also extended the Debtors'
time to solicit acceptances of that plan until June 6, 2006.

As previously reported in the Troubled Company Reporter on
Dec. 28, 2005, having sold substantially all of their assets,
Proxim and its Official Committee of Unsecured Creditors engaged
in settlement negotiations with its remaining secured creditor,
the Warburg Group.

The Debtors and the Committee are nearing a resolution with
Warburg.  As soon as a settlement is reached, the Debtors say
they'll be in a position to propose a plan.  While waiting of the
outcome of the settlement talks, the Debtors want to make sure
that the status quo won't be disrupted by other parties filing of
their own chapter 11 plans.

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking     
equipment for Wi-Fi and broadband wireless networks. The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  The Debtor along with
its affiliates filed for chapter 11 protection on June 11, 2005
(Bankr. D. Del. Case No. 05-11639).  When the Debtor filed for
protection from its creditors, it listed $55,361,000 in assets and
$101,807,000 in debts.


RAILROAD CONTRACTING: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Railroad Contracting, Inc.
        16867 State Highway 56 West
        Sherman, Texas 75091

Bankruptcy Case No.: 06-40088

Type of Business: The Debtor is a railroad contractor.  
                  Railroad Contracting offers construction,
                  maintenance, and emergency repair services.

Chapter 11 Petition Date: January 27, 2006

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Gregory W. Mitchell, Esq.
                  The Mitchell Law Firm, L.P.
                  4201 Shadybrook Lane
                  Rowlett, Texas 75088
                  Tel: (972) 463-8417
                  Fax: (972) 463-4072

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Eastland International Resources, I           $1,425,133
P.O. Box 3488
Midland, TX 79702

Luhr Bros., Inc.                                $116,760
250 West Sandbank Road
P.O. Box 50
Columbia, IL 62236

Progress Rail Services                           $36,801
1900 Missouri Avenue
P.O. Box 1247
Granite City, IL 62040

Railroad Materials Salvage, Inc.                 $21,587

Superior Tie & Timber                            $21,500

The Hartford                                     $18,548

Koppers, Inc.                                    $16,849

The Rock Trucking                                $11,641

Mel Harlan                                        $9,384

Cleve Batte Construction, Inc.                    $8,699

Hope Concrete Products                            $6,963

Stoel Rives, LLP                                  $5,075

Big City Crushed Concrete                         $4,677

Martin Marietta Materials                         $2,783

Derryberry Quigley Solomon & Naifeh               $2,003

Harsco Track Technologies                         $1,886

Fuels & Supplies, Inc.                            $1,778

Lewis Bolt & Nut Company                          $1,760

Nash Trucking & Construction, Ltd.                $1,697

Morrow Oil Company                                $1,606


SANMINA-SCI: S&P Rates $600 Million Senior Subordinated Notes at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior
subordinated rating to San Jose, California-based Sanmina-SCI
Corporation's $600 million senior subordinated notes due 2016.  
Proceeds from the notes, together with cash on hand, will be used
to tender for all of the company's 10-3/8% senior secured notes
due 2010.  Outstandings under the notes to be tendered are about
$750 million.

"Our ratings on the company reflect profitability that lags the
company's electronic manufacturing services peers; excess capacity
in high-cost geographies; and slow end-market demand in
communications and desktop computer end markets," said Standard &
Poor's credit analyst Lucy Patricola.  These concerns partly are
offset by the company's top-tier business position.

Sanmina-SCI is a leading provider of EMS for the computing,
telecommunications, and data communications industries, generating
sales of about $11.7 billion.  The company had about $1.7 billion
in lease-adjusted debt as of December 2005.

Revenues for the December quarter declined 12% from the year
earlier quarter, primarily reflecting weakness in its PC
end-markets.  Sanmina builds and configures desktop PC's for The
Lenovo Group, a brand that has lost market share to Dell.  Still,
PC-based revenues have stabilized over the last two quarters.  The
balance of Sanmina's larger end markets, Communications and
Enterprise Computing and Storage, have been stable as well.

The EBITDA margin for the quarter ended December improved slightly
to about 3.8%, driven by increasing mix of higher margin programs
in its newer markets, such as Medical.  Despite the improvements,
Sanmina's profitability remains below the margins of most other
top-tier EMS providers and well below Sanmina-SCI's historic
levels.  Low levels of profitability in the PC business, as well
as depressed margins in the company's component business (which
represents about 10% of sales), have hampered overall
profitability improvements.


SOLUTIA INC: Taps Hodgson Russ to Litigate Avoidance Actions
------------------------------------------------------------
Solutia Inc. and its debtor-affiliates seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to
employ Hodgson Russ LLP as special counsel nunc pro tunc to
Nov. 14, 2005.

Robbin L. Itkin, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors have employed Hodgson with the consent
and approval of the Official Committee of Unsecured Creditors for
the limited purpose of commencing and prosecuting avoidance
actions.  The Avoidance Actions include actions seeking recovery
of preferential transfers and fraudulent conveyances, made by the
Debtors pursuant to Chapter 5 and other relevant provisions of
the Bankruptcy Code or applicable state law.  To that end, the
Debtors have given Hodgson a list of about 150 prospective
defendants.

The Debtors believe that Hodgson is particularly well suited to
provide representation.  Ms. Itkin discloses that Hodgson's
attorneys have extensive experience in all aspects of the law
that may arise in connection with the Avoidance Actions.

Furthermore, Ms. Itkin states that Hodgson has substantial
bankruptcy, restructuring, corporate and litigation expertise.  
The Hodgson Bankruptcy, Restructuring, and Commercial Litigation
Practice Group, composed of about 10 attorneys, has experience
in:

   * Workouts, restructuring, arrangements, and compositions both
     outside the context of pending bankruptcy proceedings and
     before the U.S. bankruptcy courts, including cases and
     adversary proceedings under Chapters 7, 11, 12, and 13 of
     the U.S. Bankruptcy Code;

   * Federal and state insolvency-related tax issues and
     proceedings;

   * State and federal fraudulent conveyance laws;

   * Preference avoidance actions in bankruptcy proceedings;

   * Corporate and individual asset protection

   * Secured "Article 9" transactions, commercial paper, and
     sales of goods, all as governed by the Uniform Commercial
     Code;

   * Commercial real property leases, including eviction
     proceedings;

   * Law of lender liability;

   * Bank loss prevention issues, including bank fraud,
     commercial paper, and related Uniform Commercial Code
     issues;

   * Protection of secured lender and secured creditor collateral
     positions and enforcement of obligations owed to those
     parties;

   * Civil provisions of the Racketeer Influenced and Corrupt
     Organizations Act (RICO);

   * Mortgage, Article 9, and mechanics' lien foreclosures,
     replevin actions, and statutory actions to recover chattels
     and other foreclosure work;

   * Corporate trust matters;

   * Obtaining and enforcing money judgments; and

   * Court-appointed receivership proceedings.

In addition, the group utilizes other practice groups within the
Hodgson firm to provide a full spectrum of legal services and
representation.

The Debtors will pay Hodgson for its legal services on an hourly
basis, plus reimbursement of actual and necessary out-of-pocket
expenses.  Hodgson's ordinary and customary hourly rates in
effect range from:

                  Lawyers     $130 to $575
                  Paralegals   $75 to $195

Garry M. Graber, Esq., a member of Hodgson, discloses that the
firm checked its database and found that it has an actual
conflict of interest with certain of the 150 prospective
defendants.  Thus, Hodgson will not bring action against these
defendants:

   -- American Express,
   -- CSX Transportation, Inc.,
   -- Husch & Eppenberger LLC,
   -- Kelley Services, Inc.,
   -- Norfolk Southern Corp.,
   -- Olin Corp.,
   -- Philip Services Corp., and
   -- URS Corp.

According to Ms. Itkin, the Debtors continue to analyze the
defenses and other circumstances that may eliminate a portion of
those defendants from the list.  To the extent they remain,
Hodgson intends to retain conflicts co-counsel to bring the
avoidance actions against those remaining parties.

The Debtors have sought, in a separate application, to employ
Sanford P. Rosen & Associates, P.C., as co-conflicts counsel.

Mr. Graber believes that the firm holds no adverse interest to
the Debtors or their estates on the matters on which it is to be
employed.

                      U.S. Trustee Objects

Deirdre A. Martini, the United States Trustee for Region 2,
argues that the employment of Hodgson Russ does not appear to be
in the best interest of the Debtors' estate.

The U.S. Trustee notes that, assuming the Court is satisfied that
the Debtors must retain separate counsel to prosecute avoidance
actions, it is unclear why Hodgson should be the Debtors' choice.  
Hodgson has stated that it is unable to litigate against many of
the proposed defendants.  Therefore, absent some explanation by
the Debtors, the U.S. Trustee asks the Court to deny the Hodgson
Application.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.   (Solutia Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOLUTIA INC: Hires Rosen for Lawsuits Hodgson Russ Can't Handle
---------------------------------------------------------------
Solutia Inc. and its debtor-affiliates require counsel to
represent them for the limited purpose of commencing and
prosecuting avoidance actions against transferees with respect to
which Hodgson Russ LLP has an actual conflict of interest.  The
Debtors sought to employ Hodgson as special counsel for avoidance
actions.  Hodgson disclosed that it has conflict of interest with
about 11 prospective defendants of the Debtors' avoidance actions,
including:

   -- American Express,
   -- CSX Transportation, Inc.,
   -- Husch & Eppenberger LLC,
   -- Kelley Services, Inc.,
   -- Norfolk Southern Corp.,
   -- Olin Corp.,
   -- Philip Services Corp., and
   -- URS Corp.

In this regard, the Debtors seek the U.S. Bankruptcy Court for
the Southern District of New York's authority to employ
Sanford P. Rosen & Associates, P.C., as special counsel nunc pro
tunc to December 12, 2005.

Robbin L. Itkin, Esq., at Kirkland & Ellis LLP, in New York,
reports that Rosen, since it was founded almost 20 years ago, has
specialized exclusively in the area of bankruptcy law, and has
developed an expertise in the context of proceedings under
various chapters of the Bankruptcy Code.  Rosen's attorneys
regularly practice before the Court and have considerable
experience in the field of creditors' rights generally and in
business reorganization in particular, having participated in
numerous arrangement and reorganization proceedings on behalf of
debtors, debtors in possession, creditors, creditor committees,
and trustees in bankruptcy.  Moreover, Ms. Itkin asserts that the
firm has extensive experience in all aspects of the law that may
arise in connection with the Avoidance Actions.

The Rosen attorneys that will represent the Debtors have current
standard hourly rates ranging between $150 and $450.  Sanford P.
Rosen, Esq., a principal shareholder of Rosen, will be in charge
of the representation.  Mr. Rosen commands a $450 hourly fee.

Mr. Rosen assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.  The firm has not received a retainer or any
other amounts applicable to its professional fees.

                      U.S. Trustee Objects

The employment of Hodgson and Rosen is not warranted.  Deirdre A.
Martini, the United States Trustee for Region 2, notes that the
Debtors have retained two sophisticated general counsel --
Kirkland & Ellis LLP and Blackwell Sanders Peper Martin LLP --
either of which could pursue these avoidance actions.

Even if the Court ultimately determines that it is appropriate
for the Debtors to retain an additional firm, the U.S. Trustee
believes that Hodgson does not appear to be an appropriate
choice.  Since Hodgson disclosed that it would not litigate
against certain defendants, the Debtors should be able to find a
single firm, like Rosen, that can prosecute all avoidance
actions.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.   (Solutia Bankruptcy
News, Issue No. 53; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


SOLUTIA INC: Wants Until May 5 to Remove State Court Actions
------------------------------------------------------------
Solutia Inc. ask the U.S. Bankruptcy Court for the Southern
District of New York to further extend their deadline to
file notices of removal of civil actions and proceedings to
May 5, 2006.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors are parties to numerous Civil Actions
and are represented by many different law firms in each of them.  
The Debtors are continuing to review their files and records to
determine whether they should remove certain claims or civil
causes of action pending in state or federal court to which they
might be a party.  Because the Debtors' key personnel and legal
department are assessing the Civil Actions while being actively
involved in the reorganization, the Debtors require additional
time to consider filing notices of removal in the Civil Actions.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.   (Solutia Bankruptcy
News, Issue No. 54; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


STANDARD AERO: Non-Renewal of KAC Pact Cues S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit and senior secured debt ratings and 'B-'
subordinated debt rating on Standard Aero Holdings Inc.
(Standard Aero) on CreditWatch with negative implications
following the company's announcement that a key contract may not
be renewed past 2007.

Standard Aero currently provides maintenance, repair, and overhaul
services for Rolls Royce T-56 engines in use by the United States
Air Force under a subcontract with Kelly Aviation Center L.P.

KAC has notified Standard Aero that it does not intend to exercise
options to extend its contract beyond February 2007.  Standard
Aero believes that KAC is obligated to extend the contract through
at least February 2009 and it is in discussions with KAC on this
issue.

"The loss of this contract, absent a satisfactory resolution,
would have a material effect on Standard Aero's financial position
as it has accounted for about one-third of Standard Aero's
revenues in the past two years, " said Standard & Poor's credit
analyst Kenton Freitag.  "It is doubtful that the company could
generate sufficient replacement business -- particularly if the
contract is terminated in 2007, " Mr. Freitag added.

Standard & Poor's does not expect that this announcement will have
an immediate impact on Standard Aero's liquidity.  Nevertheless,
its credit lines do have financial covenants and S&P is concerned
that the loss of this contract, absent a satisfactory resolution,
could eventually lead to violation of these covenants.  The
company does not have any required debt maturities until 2011.

In resolving the CreditWatch, Standard & Poor's will seek to meet
with Standard Aero's management to better understand the nature of
the contractual dispute, the prospects for its other contracts and
nonmilitary segments, and the company's strategy to adjust to this
potential loss of business.  Given the importance of this
contract, ratings could be lowered by up to two notches following
the review.


STRESSGEN BIOTECH: Inks Pact with Madison Unit for $9.25MM Funding
------------------------------------------------------------------
Stressgen Biotechnologies Corporation (TSX:SSB) has entered into
an agreement with 0747036 B.C. Ltd., an affiliate of Madison
Group, to recapitalize and reorganize Stressgen's business,
resulting in non-dilutive funding totaling up to $9.25 million.

Immediately prior to the effective date of the transaction,
Investor will invest $9.25 million in Stressgen by way of a
convertible loan, $3 million of which will be held in escrow
pending satisfaction of certain conditions.  Stressgen will then
transfer all of its assets, including the investment amount, to a
new company, all of the shares of which will be owned by the
existing shareholders of Stressgen who will exchange their
existing shares of Stressgen for shares of Newco on a one for one
basis under a plan of arrangement.  New voting and non-voting
shares of Stressgen, representing a minority equity interest, will
also be distributed to the existing shareholders of Stressgen.

Current optionholders of Stressgen will exchange their existing
options for options in Newco and current warrantholders of
Stressgen will exchange their existing warrants for warrants in
Newco and new warrants in Stressgen.  As part of the
reorganization, Newco will apply to retain Stressgen's current
listing on the Toronto Stock Exchange.
    
The restructuring will be completed by way of a plan of
arrangement, to be approved by the Yukon Supreme Court and the
Stressgen security holders.  The transaction is also subject to
regulatory approval and the receipt by the Board of Directors of
Stressgen of a favorable fairness opinion from an independent
third party financial advisor.  Subject to these conditions, the
Board of Stressgen has unanimously approved the transaction.

Following the transaction, Newco will change its name to
"Stressgen Biotechnologies Corporation", carry on the business
conducted by the Company, and have the benefit of up to $9.25
million non-dilutive capital.  The current management of Stressgen
will continue in the same capacity with Newco.  Upon completion of
the transaction, the Investor will rename Stressgen, elect a new
board of directors and seek fresh capital and new business
opportunities.

The Investor will, upon conversion of the convertible loan, hold a
minority voting interest and a majority equity interest in the
original entity.  Following completion of the transaction,
Investor will hold a 40% voting and a 94.9% equity interest in the
original entity and current Stressgen shareholders will hold a 60%
voting and a 5.1% equity interest in the original entity.

"This transaction is a win situation for our shareholders and
represents a significant milestone that substantially increases
our financial resources without dilution," Gregory M. McKee,
President and Chief Executive Officer at Stressgen, said.  "Our
shareholders will maintain their current interest in Stressgen
and, at the same time, receive an equity interest in a second
venture."

     Contact:

     Donna Slade
     Director, Investor Relations
     6055 Lusk Boulevard
     San Diego, CA USA 92121
     Tel: 858/202-4900
     Dir: 858/202-4945
     Fax: 858/450-9263
     http://stressgen.com/

Stressgen Biotechnologies Corporation -- http://www.stressgen.com/  
-- a biopharmaceutical company that focuses on the discovery,
development and commercialization of innovative therapeutic
vaccines for the treatment of infectious diseases and cancer.  The
corporation is publicly traded on the Toronto Stock Exchange under
the symbol SSB.

                         *     *     *

                       Going Concern Doubt

The Company's auditor, Deloitte & Touche LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern, in its March 14, 2005, audit report, pointing to
the Company's recurring losses from operations and difficulty in
generating sufficient cash flow to meet its obligations and
sustain its operations.

On June 30, 2005, the Company had cash, cash equivalents and
short-term investments totaling $13,230,000, working capital of
$9,400,000 and accumulated deficit of $222,409,000.


TEMBEC INC: S&P Chips Sr. Unsecured Debt Rating to CCC- from CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit and senior unsecured debt ratings on forest products
company Tembec Inc. and its subsidiary, Tembec Industries Inc., to
'CCC-' from 'CCC+'.  The short-term rating on Tembec remains 'C'.  
The outlook is negative.

The ratings on Montreal, Quebec-based Tembec reflect its weakening
liquidity position and the company's struggle to generate positive
EBITDA, or improve its weak cost position.  The company's survival
is highly dependent on external factors such as pulp prices, the
depreciation of the Canadian dollar, or a resolution of the
U.S.-Canada softwood lumber dispute that results in a return of
the CDN$310 million of softwood lumber duties Tembec has deposited
with the U.S. government.

"Liquidity has deteriorated even faster than expected, and we do
not foresee a large improvement in cash generation over the next
few quarters, especially after the sale of Tembec's oriented
strandboard mill," said Standard & Poor's credit analyst Dan
Parker.  Tembec has not generated positive EBITDA in the past two
quarters, which has resulted in a greater cash burn than
originally expected.  Tembec's available liquidity has declined by
CDN$178 million since the end of June 2005.  Tembec had cash of
CDN$32 million and about CDN$99 million available under its credit
facilities at the quarter ended Dec. 24, 2005.

Liquidity should be bolstered in the next two months by the
sale of the OSB mill and the monetization of a portion of the
softwood lumber duties on deposit through a federal government
loan-guarantee program.   Nevertheless, liquidity will be tight,
as the upcoming quarter typically results in a large working
capital swing and about CDN$61 million in semi-annual interest
payments are also due.  S&P believes Tembec will have enough
liquidity to satisfy these obligations.  Assuming negative
EBITDA generation of about CDN$10 million and capex of
CDN$15 million in the quarter, S&P expects Tembec's liquidity
will be about CDN$80 million at the end of March.  The June and
September quarters typically see a positive swing in working
capital and it will be critical for Tembec to generate positive
EBITDA.

Tembec is not currently generating enough funds from operations to
cover its interest and maintenance capital spending obligations.   
S&P believes the company's cash generation will continue to be
very weak because of the strong Canadian dollar and high energy
and fiber costs.  S&P expects that Tembec's liquidity will be
increasingly tenuous absent a refund of softwood lumber duties, or
improved cash generation and potentially more asset sales.  
Nevertheless, we do not believe further significant asset sales
are likely to occur in the near term, as the company would be
limited from additional asset sales by the bond indentures.

The outlook is negative.  Tembec's survival depends on factors
outside of management's control such as the resolution of the
softwood lumber dispute, a sharp and significant deterioration in
the value of the Canadian dollar, or a sudden spike in pulp and
lumber prices.  Management's actions to preserve liquidity might
provide time for any of the above three factors to turn in
Tembec's favor, but liquidity is deteriorating.


TOWER AUTOMOTIVE: Willing to Negotiate with Its Unions on Plan
--------------------------------------------------------------
Tower Automotive's top priority is to develop a Plan of
Reorganization that permits its U.S. operations to exit from
bankruptcy as a profitable, competitive automotive supplier.

Tower Automotive says that this will enable the Company to
continue supporting its customers and offering its colleagues
valued employment because the only real job security is to be
competitive.  This can only come with sacrifice from all key
parties.

Tower Automotive adds that salaried and non-union colleagues have
already made concessions totaling $32 million annually.  The
Company needs its union colleagues to participate in a fair and
equitable manner or many jobs will be jeopardized.  While Tower
Automotive knows these concessions are difficult, there are some
of the necessary actions to ensure that Tower's Plan of
Reorganization is successful in a very competitive environment.

Tower Automotive remains committed to negotiate with its unions
outside of the court process.  Tower Automotive remains ready to
meet at any time with its unions to negotiate a settlement.

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.


UNITED AIRLINES: Plans to Save $32 Million Under Resources Program
------------------------------------------------------------------
United Airlines is implementing a resource optimization program
enabling it to more efficiently use its gates and deliver the
equivalent of 10 additional aircraft using existing resources.

As part of its focus on continuous improvement in all areas of the
company, United's resource optimization efforts aim to make the
best use of the company's core assets (including aircraft and real
estate) and are on target to contribute significantly to the
company's bottom line.  Key focus areas include:

     * tightening aircraft turns;

     * depeaking operations at additional hubs;

     * optimizing block time to improve customer connections and
       on-time results; and

     * the continued reduction of under-utilized real estate, such
       as gates and facilities.

United's goal is to reduce its average turn times by eight minutes
and free up at least 10 aircraft in 2006.  Tightening turns will
also enable United's existing gates to handle more flights per
day, reducing overall gate requirements.

"By using our assets more efficiently, we can increase our
departures without adding more aircraft to the fleet," Pete
McDonald, executive vice president and chief operating officer,
said.  "For customers, this will mean more frequencies, new
destinations and even better connection possibilities.  We've
worked hard over the last three years to tighten our operation and
improve every aspect of it to best serve our customers, and we
will continue to do so with resource optimization and other
initiatives, even beyond our upcoming exit from bankruptcy."

United plans to reduce and reallocate block time -- the time
between the aircraft's release of its brakes at the gate and
setting them upon return to the gate after a flight.  Reducing
actual block time by one-minute systemwide saves tens of millions
of dollars a year.  United's new policies to reduce taxi-out time
include eliminating early brake release for prompt pushback from
the gate and better managing the time when the aircraft departs
the gate in ground delay situations.  Based on initial reports,
United has already achieved more than a one-minute reduction in
taxi-out time.  Additionally, new block allocation measures are
being tested on all Ted flights this month and will be implemented
throughout the mainline later in 2006.

United has assessed its real estate at more than 60 sites and
identified opportunities for annual lease savings in excess of
$32 million.  Administrative offices, gates, cargo and maintenance
facilities have been "right-sized" (or made the right size for
the space's operational needs), eliminated or relocated to a
lower-cost leasehold area.

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 RENTALS: Financial Filing Delay Prompts S&P to Cut Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
equipment rental company United Rentals (North America) Inc. and
its parent United Rentals Inc., including the corporate credit
ratings on the two companies, which fell to 'BB-' from 'BB'.

The ratings remain on CreditWatch with negative implications
pending any further delay by the company in filing its 2004
audited financial statements, which are due by March 31, 2006.  
The ratings were originally placed on CreditWatch on Aug. 30,
2004.

"The downgrade reflects the increased uncertainty about whether
the company can meet the filing deadlines for financial reports
required by banks, bondholders, and the NYSE by March 31, 2006,"
said John R. Sico.  This follows new developments related to an
ongoing SEC inquiry into the company about its accounting
practices, as a special committee appointed by the company to look
into the inquiry has issued a report with new disclosures of
improper accounting and the alleged misconduct of company
personnel.

The timing of the new disclosures in the committee's report could
hinder the company's efforts to deliver 2004 financial statements
within the required period and avoid a default.  Still, the new
ratings also reflect the possibility that the company can meet its
obligations or find a satisfactory resolution to avoid a
precipitous decline in credit quality.

The company expects to report its 2005 results in March 2006.

The CreditWatch listing continues to reflect our uncertainty about
whether the company will meet the filing deadlines on March 31,
2006.  If the company fails to file by this date, it could lose
access to bank lines or suffer a default unless waivers and
consents from banks and bondholders are received.  Without such
waivers, the company could face a multiple-notch downgrade.

According to its preliminary, unaudited financial information,
United Rentals is currently performing well in its equipment
rental business (as are its peers) because of the upturn in the
business cycle.  The restatements contained in the committee's
report will not likely have a meaningful negative effect on the
company's operations or financial condition.  United Rentals has
adequate liquidity and access to its bank facility to support
operations until March 31, 2006.  According to the company's
unaudited reported financial information, cash on hand was about
$250 million on Nov. 30, 2005, and the company had access to its
mostly undrawn $650 million revolving credit facility.

Standard & Poor's will continue to review events as further
information becomes available.  Any new developments that hurt the
company's credit quality or its liquidity, including its ability
to retain access to its bank facility, could lead to further
rating action.


UNITED SURGICAL: Acquisition Plans Spur S&P to Review Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Addison, Texas-based United Surgical Partners International Inc.
(BB-/Watch Pos/--) remain on CreditWatch with positive
implications indicating that the ratings could be raised or
affirmed upon further review.  Ratings were initially placed on
CreditWatch Oct. 28, 2005, following the company's continued
strong performance in the third quarter of 2005.

Since the initial CreditWatch listing, United Surgical has
announced its intention to acquire nine surgical centers in
greater St. Louis, as well as to acquire Surgis Inc., a privately
held surgery center operator.  S&P expects these transactions to
weaken the company's financial profile in the short term, and also
introduce some integration risk.  While these acquisitions make a
potential rating upgrade less likely, Standard & Poor's still
plans to meet with the management team in the coming months and
resolve the CreditWatch
listing shortly thereafter.

"The ratings could still be raised if we believe that the business
risk and financial metrics are in line with those of a 'BB'
credit," noted Standard & Poor's credit analyst Jesse Juliano.


UNO RESTAURANT: Liquidity Concerns Prompt S&P's Negative Watch          
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B' long-term corporate credit rating, on Uno Restaurant
Holdings Corp., the parent company of casual dining operator Uno
Chicago Grill, on CreditWatch with negative implications.  The
action is based on the company's deteriorating operating
performance and cash flow protection measures, and Standard &
Poor's concern that continued poor performance will constrain its
liquidity.

Boston, Massachusetts-based, Uno's operating performance has
generally been lackluster for the past few years.  Annual
comparable-store sales have either been flat or negative since
2001.  However, sales fell at a mid-single-digit rate in the
fourth quarter of 2005 and EBITDA dropped significantly.  The
steep decline in EBITDA is due to lack of sales leverage,
increased labor costs related to a new menu and higher utility
costs.  "Although initiatives related to new menu items and a new
marketing program are in place to boost customer visits," said
Standard & Poor's credit analyst Diane Shand, "we are uncertain
that these efforts will succeed in increasing traffic."


USG CORP: Posts $1.8 Billion Net Loss in 2005 Fourth Quarter
------------------------------------------------------------
USG Corporation (NYSE: USG) reported fourth quarter 2005 net sales
of $1.3 billion, an increase of $166 million, or 14%, compared
with the fourth quarter of 2004.

USG achieved a record $5.1 billion in net sales for the full year,
exceeding the previous year's record sales by $630 million, or
14%.

The Corporation's consolidated results included a pretax charge of
$3.1 billion in the fourth quarter in conjunction with its plan to
resolve its asbestos personal injury liability and emerge from
bankruptcy.  Consequently, net losses of $1.8 billion and $1.4
billion were recorded in the fourth quarter and full year 2005.  
The charge is related to an increase in USG's reserve for the
estimated cost of resolving asbestos-related liabilities,
including asbestos personal injury claims, asbestos property
damage claims, and other asbestos related claims and legal
expenses.  

"USG's businesses finished the year with solid performance," USG
Corporation Chairman and CEO, William C. Foote, said.  "We
delivered on our promise to profitably grow our core businesses
and pursue select growth opportunities, and our continued focus on
margin improvement helped us manage persistent cost pressures."

                        Business Outlook

The strong level of growth in new housing and residential
remodeling during 2005 resulted in a second consecutive year of
all-time record industry shipments of gypsum wallboard.  The
outlook for the housing markets remains positive in 2006.  Housing
starts are expected to remain solid, but moderate from last year's
level due to increasing mortgage interest rates, rising
inventories of unsold homes and tightening lending standards.  
Nonetheless, wallboard industry capacity utilization rates are
expected to remain high.  Commercial markets, the major markets
for ceiling products, are expected to grow modestly.  Cost
pressures, especially relating to prices of energy and raw
materials, will likely continue in the near term.

For the fourth quarter, USG's Chapter 11 reorganization expenses
of $2 million reflected $13 million of legal and financial
advisory fees, offset largely by $11 million of interest income
earned by the USG companies in Chapter 11.  Under AICPA Statement
of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code," interest income on
USG's bankruptcy-related cash is offset against Chapter 11
reorganization expenses.  In 2005, USG's Chapter 11 reorganization
expenses totaled $4 million, reflecting $36 million of legal and
financial advisory fees, partially offset by $32 million of
bankruptcy-related interest income.

As of Dec. 31, 2005, USG had $1.6 billion of cash, cash
equivalents, restricted cash and marketable securities, up from
$1.2 billion as of Dec. 31, 2004, and $1.5 billion on Sept. 30,
2005.  Capital expenditures for the fourth quarter and 12 months
of 2005 were $73 million and $198 million.  Capital expenditures
for the same periods in 2004 were $58 million and $138 million.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


USG CORP: To Launch Trust Fund for Asbestos Personal Injury Claims
------------------------------------------------------------------
USG Corporation (NYSE: USG) has reached an agreement to resolve
all present and future asbestos-related personal injury claims,
enabling the company and its subsidiaries to take a significant
step toward emerging from bankruptcy.  The agreement was reached
with the Asbestos Personal Injury Claimants Committee and the
court-appointed Representative for Future Asbestos Claimants, and
is also supported by the committees representing both unsecured
creditors and stockholders.

USG and its subsidiaries filed Chapter 11 bankruptcy petitions on
June 25, 2001 to resolve asbestos claims in a fair and equitable
manner and protect the long-term value of the company's
businesses.

Under the agreement, USG will establish and fund a personal injury
trust to pay asbestos personal injury claims.  USG's bank lenders,
bondholders and trade suppliers will be paid in full with
interest.  Stockholders will retain ownership of the company.  
Financing for the plan is expected to be provided from USG's cash
on hand, a $1.8 billion rights offering to existing stockholders
backstopped by Berkshire Hathaway Inc., tax refunds and new long
term debt.  The terms of the agreement will be contained in a plan
of reorganization that the Company expects to file in February
along with a disclosure statement.  After voting on the plan, the
plan will require approval by both the Bankruptcy Court and the
District Court that oversees the cases.

"This agreement will achieve the key goals we established when USG
and its subsidiaries filed Chapter 11 in 2001," William C. Foote,
Chairman and CEO, said.  "Upon final court approval, our trade
creditors, bank lenders and bondholders will be paid in full, in
cash, with interest; USG and its subsidiaries will emerge from
Chapter 11 free of all asbestos personal injury claims;
significant shareholder equity will be preserved; and we will
emerge with a solid balance sheet that will enable us to continue
to invest and grow the company.  Importantly, after more than four
years in Chapter 11, the agreement will also enable compensation
to flow to claimants who have suffered an asbestos related
illness."

               Key Terms of the Asbestos Agreement

The agreement requires USG to create and fund a trust established
under Section 524(g) of the bankruptcy code for asbestos personal
injury claims.  Initially, after the plan becomes effective, the
trust will be funded with $900 million in cash and a Contingent
Note for another $3.05 billion.  A portion of the payments due
under the Contingent Note will be secured by a right to 51 percent
of the voting stock of one of the USG companies, exercisable upon
the occurrence of certain contingencies.

All present and future asbestos personal injury claims against USG
and all of its subsidiaries will be channeled to and paid by the
new 524(g) trust, including claims against present subsidiaries
such as U.S. Gypsum as well as claims in which USG companies may
be alleged to have responsibility for products made or sold by
former subsidiaries such as A.P. Green.

The contingent payments will be paid as:

     * $1.9 billion due 30 days after the adjournment of the
       current session of Congress, and

     * another $1.15 billion due six months after the adjournment
       of Congress.

However, if before the adjournment of the current session,
Congress passes legislation establishing a national asbestos
personal injury trust fund, such as the FAIR Act (Senate Bill 852,
The Fairness in Asbestos Injury Resolution Act of 2005), the
Contingent Note will be cancelled and no additional payments will
be made, unless that legislation is later found unconstitutional.

As a result, if Congress passes the FAIR Act as currently drafted,
USG's payments for personal injury claims under the agreement
would be limited to $900 million, an amount that USG believes is
approximately what the Company would have been required to pay
into the national trust fund.

The terms of the agreement, if approved by the court, provide a
clear path for the company and its subsidiaries to emerge from
Chapter 11 free of asbestos personal injury liability, regardless
of the outcome of national asbestos legislation, thus avoiding a
potentially lengthy, contentious and uncertain bankruptcy case.  
If Congress fails to enact FAIR, the creation and funding of a
524(g) trust triggers significant tax refunds, an important
component of the funding of the contingent payments.

                 Payments to Other Stakeholders

Unsecured creditors, including banks, bondholders and trade
creditors, will be repaid in full, in cash, including contract
interest.  The Company estimates that payments due to unsecured
creditors will total approximately $1.4 billion.  In addition, the
Company expects to reinstate approximately $240 million of
existing debt.

Asbestos property damage claims are not included in the agreement.  
The company intends to hold discussions with certain
representatives of asbestos property damage claimants about
resolving their claims as part of the bankruptcy.  Property damage
claimants whose claims remain unresolved will have the right to
pursue those claims in the courts after confirmation of the plan
of reorganization.

Stockholders will retain ownership of USG, subject to the rights
offering.

The plan is subject to numerous conditions, including court
approvals, so there necessarily can be no assurance that it will
be completed or that the terms will not be changed, perhaps
materially.  Nonetheless, the Company has targeted emergence from
Chapter 11 for the third quarter of 2006.

                            Financing

The company plans to use four sources to finance the plan:

     1) Cash -- The financial and operational performance of
        the company's businesses during the time it has operated      
        in Chapter 11 has enabled USG to accumulate almost
        $1.6 billion in cash and marketable securities.  These
        cash balances will be used in funding the plan.

     2) Rights Offering to USG stockholders -- USG expects to
        raise $1.8 billion in new equity funding through a rights
        offering to the Company's stockholders.  For each share of
        common stock outstanding on the record date of the rights
        offering, the stockholder as of that date will receive a
        right to purchase one new USG common share at a price of
        $40.  If all stockholders exercise their rights, the
        percentage ownership of each stockholder in USG will
        remain unchanged by the rights offering.  The rights are
        expected to be freely tradeable during the offering period
        in which they are outstanding.  That period has not yet
        been fixed, but is expected to be at least 20 days
        beginning at or about the time of confirmation of the plan
        of reorganization.

        The rights offering will be supported by a backstop equity
        agreement from Berkshire Hathaway Inc., a current
        stockholder of the company.  Pursuant to the terms of the
        backstop agreement, in the event some rights are not
        exercised during the rights offering, Berkshire has agreed
        to purchase up to $1.8 billion of the shares of stock
        related to the unexercised rights at the $40 per share
        price.  The Berkshire commitment to purchase shares
        related to unexercised rights expires on Sept. 30, 2006,
        subject to extension through mid-November in certain
        circumstances.  Subject to court approval, the Company
        will pay Berkshire a fee of $100 million for its
        commitment to backstop the rights offering.

        Berkshire Hathaway has also agreed to a standstill
        agreement in connection with the backstop agreement.  
        Under the standstill agreement, Berkshire agreed, among
        other things, that for a period of seven years following
        completion of the rights offering, except in a limited
        number of circumstances, it will not acquire USG stock if,
        after the purchase, Berkshire would own more than 40% of
        USG's voting securities (or such higher percentage of
        voting securities that Berkshire owns after making any
        purchases required under the backstop agreement).  The
        standstill agreement also provides that, with certain
        exceptions, any new shares of common stock acquired by
        Berkshire as a result of the backstop or after the rights
        offering will be voted proportionally with all voting
        shares.

        The rights offering is not expected to commence prior to
        the confirmation of the plan of reorganization.  The
        record date for the issuance of the rights has not been
        established and will be disclosed in a press release
        expected to be issued in the second quarter of 2006.

     3) New debt financing -- The company expects to raise about
        $1 billion of debt financing in the second half of 2006 if
        the additional asbestos trust payments become necessary.  
        Terms of this financing have not been determined.

     4) Tax refunds -- USG's cash contributions to the 524 (g)
        trust are tax deductible and will generate a cash tax
        refund based upon a net operating loss that will be
        created.  The NOL is permitted by law to be carried back
        against taxes paid over the past ten years.  Based upon
        the amount of taxes paid by USG over that period, a cash
        refund of about $1.1 billion (assuming a $3.95 billion
        contribution to the trust) is expected to be available to
        help fund the payment obligations under the plan.

                            FAIR Act

USG continues to support the Fairness in Asbestos Injury
Resolution Act of 2005 (the FAIR Act, S.852), which was approved
by the Senate Judiciary Committee in May 2005.  The legislation
has not yet been voted upon by the full Senate.  The company
believes that FAIR may come before the full Senate as soon as
February 2006.

A full-text copy of the provisions of the Bill is available at no
charge at http://ResearchArchives.com/t/s?4c9

                    Shareholder Rights Plans

USG amended its existing shareholder rights plan, or so-called
poison pill, to permit the equity rights offering to proceed
without triggering the pill and to accelerate the termination of
the existing pill to 11 days after the effectiveness of USG's plan
of reorganization.

In connection with the settlements announced today and the
proposed financing of the plan, USG has adopted a new
Reorganization Rights Plan, effective Jan. 30, 2006.  Under the
new plan, if any person acquires beneficial ownership of 5% or
more of USG's voting stock, shareholders other than the 5%
triggering shareholder will have the right to purchase additional
USG common stock at half their market price, thereby diluting the
triggering shareholder.  USG shareholders who already own over 5%
or more of USG's common stock as of Jan. 3, 2006, including
Berkshire, will not trigger these rights so long as they do not
acquire more than an additional 1% of the company's voting stock
while the plan is in effect, other than pursuant to proportional
participation in the rights offering.  In addition, Berkshire will
not trigger these rights so long as it complies with its
obligations under the standstill agreement.

The new rights plan will expire on Dec. 31, 2006 or, if later, 30
days after the effectiveness of the plan of reorganization if the
FAIR Act has not passed in the current session of Congress.  
However, the Company's Board of Directors has the power to
accelerate or extend the expiration date of the rights.  In
addition, the USG Board of Directors has the right, before or
after the rights plans expire, to take such other actions that it
determines in the exercise of its fiduciary duties to be necessary
in the future, which could include the adoption of a new
shareholder rights plan or further amendments of the existing
plans.

The creditors' and equity committees, which have already expressed
their support for the agreement to resolve asbestos-related
personal injury claims, have not yet expressed an opinion on the
financing and the shareholders rights plans.

                 Six Goals for USG Restructuring

USG and its subsidiaries filed for Chapter 11 reorganization in
June of 2001 to resolve asbestos claims in a fair and equitable
manner, protect the long-term value of the businesses and maintain
their market leadership positions.  At the time of the filing, the
company established six key goals for the restructuring:

     1. Sustain market leadership and operational excellence;

     2. Maintain a strong organization;

     3. Pay legitimate creditors in full;

     4. Obtain a fair recovery for shareholders;

     5. Permanently resolve asbestos personal injury liability;
        and

     6. Emerge as quickly as possible without sacrificing other
        goals.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


USG CORP: Equity Committee Supports Asbestos Settlement
-------------------------------------------------------
As stated in the hearing on January 30, 2006, before the United
States Bankruptcy Court for the District of Delaware, the
Statutory Committee of Equity Security Holders for building
products company USG Corporation voiced its support for the
Company and its management in relation to the asbestos settlement
outlined in the hearing.

The Committee has not provided a formal response to the Company on
the proposed $1.8 billion backstop commitment from Berkshire
Hathaway Inc., which is conditioned on approval of the Bankruptcy
Court at a hearing presently scheduled for Feb. 23, 2006.  The
Committee has been contacted by other parties who have expressed
interest in providing an alternative to the Berkshire proposal
while still providing appropriate financial assurances to obtain
the requisite financing acceptable to USG and its management to
implement the announced asbestos settlement.  Pending the hearing
to approve the Berkshire proposal, the Committee looks forward to
working with these and any other interested parties to reach the
optimal transaction for the Company and its shareholders.

A Committee spokesman noted that, "Although we are gratified to
see the material support expressed by Berkshire Hathaway through
its backstop proposal, given the values we see here, we are
hopeful that an economically superior deal can be fashioned before
February 23, 2006."

The Committee is being represented by Weil, Gotshal & Manges LLP,
with Houlihan Lokey Howard & Zukin serving as its financial
advisor.

               About Houlihan Lokey Howard & Zukin

Houlihan Lokey Howard & Zukin -- http://www.hlhz.com/-- an  
international investment bank established in 1970, provides a wide
range of services, including mergers and acquisitions, financing,
financial opinions and advisory services, and financial
restructuring.  Houlihan Lokey has ranked among the top 10 M&A
advisors in the U.S. for the past six years, has been the No. 1
provider of M&A fairness opinions for six consecutive years, and
has one of the largest worldwide financial restructuring practices
of any investment bank.  The firm has over 700 employees in 11
offices in the United States and Europe.  It annually serves more
than 1,000 clients ranging from closely held companies to Global
500 corporations.  

                About Weil, Gotshal, & Manges LLP

Weil, Gotshal & Manges LLP is an international law firm of over
1,200 lawyers, including approximately 300 partners.  Weil Gotshal
is headquartered in New York, with offices in Austin, Boston,
Brussels, Budapest, Dallas, Frankfurt, Houston, London, Miami,
Munich, Paris, Prague, Providence, Shanghai, Silicon Valley,
Singapore, Warsaw, Washington DC and Wilmington.

                      About USG Corporation

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case No.
01-02094).  David G. Heiman, Esq., and Paul E. Harner, Esq., at
Jones Day represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


W.R. GRACE: Taps Baker to Handle Chinese Government Relations
-------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates' management wants to
further emphasize the pursuit of business opportunities in China.  
In that regard, the Debtors have opened an office in Shanghai,
China, in June 2005.

Accordingly, the Debtors seek Judge Fitzgerald's permission to
expand the employment of Baker, Donelson, Bearman, Caldwell &
Berkowitz, P.C., to provide services related to their interest in
China on an ongoing basis, nunc pro tunc to October 1, 2005.

In June 2004, the Court authorized the Debtors to employ Baker
Donelson as special counsel to assist them with respect to U.S.
legislative affairs and for a six-month period, their relations
with Chinese governmental authorities.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, PC, relates that Baker Donelson has extensive
experience in assisting companies doing business in China.  The
Debtors want Baker Donelson to assist them through contacts with
Chinese governmental authorities at the national, provincial and
local levels.

Specifically, Baker Donelson will:

   -- represent the Debtors' interests by meeting with Chinese
      ministries and other governmental authorities that regulate
      the Debtors' businesses operations in China or that
      establish standards for the use of the Debtors' products;

   -- assist the Debtors in securing necessary regulatory
      approvals and other governmental consideration of issues
      relating to their operations in China;

   -- assist the Debtors in building relationships with
      government leadership in China, and assist with other
      aspects of conducting business in China.

The Debtors will pay Baker Donelson a fixed basic retainer fee of
$10,000 each month for those services.

The Debtors may also ask Baker Donelson to perform certain
additional services for them in China, provided that the fee for
those additional services may not exceed $10,000 each month.

Joan M. McEntee, a member of the firm, assures the Court that
Baker Donelson is a "disinterested poison" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  (W.R. Grace Bankruptcy
News, Issue No. 101; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WBE COMPANY: Files Schedules of Assets and Liabilities
------------------------------------------------------
WBE Company, Inc., delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of
Nebraska, disclosing:

     Name of Schedule              Assets       Liabilities
     ----------------              ------       -----------
  A. Real Property               $4,475,000
  B. Personal Property           $5,120,200
  C. Property Claimed as Exempt              Not Applicable
  D. Creditors Holding                           
     Secured Claims                              $3,735,833
  E. Creditors Holding                                   
     Unsecured Priority Claims                           $0
  F. Creditors Holding                           
     Unsecured Nonpriority Claims                $4,591,392
                                -----------     -----------
     Total                       $9,595,200      $8,327,225

Headquartered in Valley, Nebraska, WBE Company, Inc., filed for
chapter 11 protection on January 4, 2006 (Bankr. D. Neb. Case
No. 06-80006).  David Grant Hicks, Esq., at Pollak & Hicks, PC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $0 to $50,000 and debts between $10 million to
$50 million.


WINDOW ROCK: Balks at Cynaumon's Move to Appoint Examiner
---------------------------------------------------------
Window Rock Enterprises Inc. opposes Dr. Gregory S. Cynaumon and
Infinity Advertising, Inc.'s request to install an examiner in
Window Rock's bankruptcy case, asserting that the move is part of
efforts to disrupt the proceedings and force Dr. Cynaumon and
Infinity's demands on the Debtor.

Dr. Cynaumon asserts approximately $15 million in unpaid royalty
fees as the former spokesperson for the Debtor's CortiSlim and
CortiStress product lines.  The Debtor, on the other hand, blames
Dr. Cynaumon for conducting deceptive marketing campaigns that
earned the ire of the Federal Trade Commission and ultimately led
the Debtor into bankruptcy.

As reported in the Troubled Company Reporter on Dec. 29, 2005,
Dr. Cynaumon asked the U.S. Bankruptcy Court for the Central
District of California in Santa Ana to appoint an examiner in the
Debtor's chapter 11 case.  Dr. Cynaumon wants the examiner to:

   1) investigate potential preferential transfers, in excess of
      $20 million, between Window rock and its insiders and
      affiliates;

   2) evaluate whether the settlement agreement entered into by
      Window Rock and Steve Cheng, its sole equity holder, is in
      the best interests of creditors; the settlement proposes to
      provide Mr. Cheng and his affiliates general releases in
      exchange for $500,000;

   3) evaluate whether Window Rock is fulfilling its fiduciary
      duty in pursuing confirmation of its First Amended Chapter
      11 Plan; and

   4) analyze whether the Debtor's Plan, which proposes to pay
      unsecured creditors 3.5% of their claims, was proposed in
      good faith and maximizes value for the estates' creditors.

In his motion to appoint an examiner, Dr. Cynaumon questioned Adam
Michelin, the Debtor's interim chief executive officer's
independence in light of the settlement agreement with Mr. Cheng
that purportedly puts the equity holder's interest above those of
the estate's creditors.

                        Debtor's Response

The Debtor refutes all of Dr. Cynaumon's allegations and wants the
Bankruptcy Court to reject his request for the appointment of an
examiner.

Robert E. Opera, Esq., at Winthrup Couchot, PA, tells the
Bankruptcy Court that Dr. Cynaumon's actions in the Debtor's
bankruptcy proceedings have been contrary to the best interest of
creditors.  

Mr. Opera argues that Dr. Cynaumon only seeks to advance his own
narrow interests through the appointment of an examiner.  These
interests, according to Mr. Opera, include the imposition of delay
and expense on an already financially ailing business with the
ultimate purpose of extracting litigation leverage during the plan
confirmation process.

The Debtor points out that Dr. Cynaumon has failed to provide the
Bankruptcy Court with evidence demonstrating that the appointment
of an examiner is in the best interests of creditors.  

The Debtor further showed that the appointment of an examiner is
not in the best interests of creditors because:

        -- it has complied with all of its duties as a debtor-in-
           possession;

        -- there is no role for an examiner in its chapter 11
           case;

        -- the Official Committee of Unsecured Creditors is
           performing its own independent investigation of the
           Debtor's financial affairs, the insider transactions,
           and the Cheng settlement; and
        
        -- the appointment of an examiner would result in
           unnecessary administrative expenses and the disruption
           its efforts to reorganize.

Headquartered in Brea, California, Window Rock Enterprises Inc. --
http://windowrock.net/-- manufactures and sells all-natural   
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.


XEROX CORP: Improving Financials Prompts S&P's Positive Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on Stamford, Connecticut-based
Xerox Corp. and related entities (including Xerox Canada Finance
Inc., Xerox Capital (Europe) PLC, Xerox Capital LLC, Xerox Capital
Trust I, and Xerox Credit Corp.) on CreditWatch with positive
implications.

"The CreditWatch listing reflects the company's strengthened
financial profile, notwithstanding highly competitive industry
conditions," said Standard & Poor's credit analyst Martha Toll-
Reed.  At the same time, S&P affirmed its 'B-1' short term rating
on Xerox Corp., which is not on CreditWatch.

Using cash flow from operations and existing cash balances, Xerox
has reduced total debt (adjusted for capitalized operating leases,
captive finance operations, and reported GAAP underfunded
postretirement obligations) by more than $2 billion since Dec. 31,
2004.  Adjusted total debt to EBITDA was below 3x as of Dec. 31,
2005, using the prior year's reported underfunded postretirement
obligations.  While this liability accounts for the majority of
adjusted debt and liabilities, leverage is still expected to be
below 3x when Xerox's 2005 10-K is released.  The CreditWatch
listing also incorporates the recent board authorization of an
additional $500 million of share repurchases.

Xerox reported revenues of $4.3 billion and net income of $282
million in the quarter ended Dec. 31, 2005.  Total revenue was
down 2% (including a negative 3% currency impact) as compared to
the same period last year.  Despite the year-over-year decline in
total revenues, post-sale revenues, which represent 62% of the
total, have demonstrated a positive trend over the second half of
2005.  Xerox's nonfinancing EBITDA showed modest improvement in
the fourth quarter, driven by expense reductions. Although
achieving sustainable revenue growth remains a challenge for
Xerox, the company has been able to offset product mix and
competitive pressures with ongoing cost reduction actions.

S&P will meet with management to review the company's competitive
position, revenue growth prospects, financial policies, and
potential acquisition strategy.  Following S&P's meeting with
management and receipt of the company's 2005 10-K, S&P will review
the rating.  If S&P concludes that Xerox's total debt (adjusted
for capitalized operating leases, captive finance operations, and
reported GAAP underfunded postretirement obligations) to non-
financing EBITDA ratio can be sustained at or below 3x, the rating
would be raised to 'BB'.  For the purpose of its credit opinion,
Standard & Poor's believes that, at the 'BB' rating level, the
company would be able to absorb up to $1 billion cash value of
litigation settlements without affecting its creditworthiness.
Potential settlements could be substantially less in total value.
S&P will evaluate litigation-related contingencies as they are
resolved, and will adjust our credit opinion as appropriate.


* Jones Walker Names Three New Partners
---------------------------------------
Jones Walker reports that lawyers have been elected to
partnership:

     1) Scott D. Chenevert    Corporate & Securities - Baton Rouge
     2) Matthew T. Brown      Litigation - New Orleans
     3) Coleman D. Ridley     Litigation - New Orleans

Scott D. Chenevert is in the Corporate and Securities Practice in
the Firm's Baton Rouge office and represents public and private
companies in equity and debt offerings, mergers and acquisitions,
joint ventures, venture capital investments and other
transactional matters.  He received his J.D., magna cum laude,
from Washington and Lee University in 1997 and his B.S. from
Louisiana State University in 1994.

Matthew T. Brown is in the Litigation Practice in the Firm's New
Orleans office and practices in the field of commercial
litigation, with emphasis on telecommunications litigation,
complex litigation, bankruptcy and creditor rights litigation, and
contractual disputes.  He received his J.D., cum laude, from
Tulane University in 1998, and his B.A. cum laude from Louisiana
State University in 1995.

Coleman D. Ridley is also in the Litigation Practice in the Firm's
New Orleans office and focuses on commercial litigation, including
contractual disputes, intellectual property, and class action
litigation.  Mr. Ridley also has significant experience in the
litigation of tax cases.  He earned his J.D., cum laude, from
Tulane University in 1998 and his B.A. from The College of William
and Mary in 1995.

Jones Walker -- http://www.joneswalker.com/-- provides a full  
range of legal services to a sophisticated national and
international corporate client base through offices with over 210
attorneys in Florida, Louisiana, Texas and Washington, D.C.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
February 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 9-10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         Eden Roc, Miami, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

February 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 23, 2006
   WIDENER LAW JOURNAL
      The Changing Landscape of Bankruptcy in America:  
         A Symposium Addressing the Impact of the Bankruptcy Abuse
            Prevention and Consumer Protection Act of 2005  
              Widener University School of Law, Harrisburg,       
                 Pennsylvania  
                   Contact: amygoodashman@aol.com or  717-541-3987

February 27-28, 2006
   PRACTISING LAW INSTITUTE
      8th Annual Real Estate Tax Forum
         New York, New York
            Contact: http://www.pli.edu/

February 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 2-3, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Legal and Financial Perspectives on Business Valuations &
         Restructuring (VALCON)
            Four Seasons Hotel, Las Vegas, Nevada
               Contact: http://www.airacira.org/

March 2-5, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      2006 NABT Spring Seminar
         Sheraton Crescent Hotel, Phoenix, Arizona
            Contact: http://www.pli.edu/

March 4-6, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Marriott, Park City, Utah
            Contact: 770-535-7722 or
               http://www2.nortoninstitutes.org/

March 9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management for SMEs
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 10, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Century Plaza, Los Angeles, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
          South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

March 15-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      Mid-Market March Madness: Capitalizing on M&A, Buyouts &          
         Turnaround Opportunities
            Omni Hotel at CNN Center, Atlanta, GA
               Contact: 925-825-8738 or
                        http://www.srinstitute.com/

March 22-25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         JW Marriott Desert Ridge, Phoenix, Arizona
            Contact: http://www.turnaround.org/

March 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

March 30-31, 2006
   PRACTISING LAW INSTITUTE
      Commercial Real Estate Financing: What Borrowers &
         Lenders Need to Know Now
            Chicago, Illinois
               Contact: http://www.pli.edu/

March 30 - April 1, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
         Drafting, Securities, and Bankruptcy
            Scottsdale, Arizona
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 1-4, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         The Flamingo, Las Vegas, Nevada
            Contact: 770-535-7722 or         
               http://www2.nortoninstitutes.org/

April 5-8, 2006
   MEALEYS PUBLICATIONS
      Insurance Insolvency and Reinsurance Roundtable
          Fairmont Scottsdale Princess, Scottsdale, Arizona
             Contact: http://www.mealeys.com/

April 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 6-7, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      The Seventh Annual Conference on Healthcare Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago,
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;       
                        http://www.renaissanceamerican.com/

April 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The Great Debate
         ANZ Bank, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

April 18-22, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         JW Marriott, Washington, D.C.
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 19, 2006
   PRACTISING LAW INSTITUTE
      Residential Real Estate Contracts & Closings
         New York, New York
            Contact: http://www.pli.edu/

April 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 4-6, 2006
   AMERICAN LAW INSTITUTE - AMERICAN BAR ASSOCIATION
      Fundamentals of Bankruptcy Law
         Chicago, Illinois
               Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

May 5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts & Bolts for Young Practitioners
         Alexander Hamilton Custom House, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      NYC Bankruptcy Conference
         Millennium Broadway, New York, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

May 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

May 18-19, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European Distressed Debt Market
            Le Meridien Piccadilly Hotel, London, UK
               Contact: 903-595-3800; 1-800-726-2524;
                  http://www.renaissanceamerican.com/

May 22, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Annual Golf Outing
         Indian Hills Golf Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

May 30, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 1-2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Southeast Regional Conference
         Amelia Island, Florida
            Contact: 410-347-7391 or http://www.turnaround.org/

June 7-10, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      22nd Annual Bankruptcy & Restructuring Conference
         Grand Hyatt, Seattle, Washington
            Contact: http://www.airacira.org/

June 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Signature Luncheon, Charity Event
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

June 15-18, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 21-23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Global Educational Symposium
         Hyatt Regency, Chicago, Illinois
            Contact: http://www.turnaround.org/

June 22-23, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
            Companies
               The Millennium Knickerbocker Hotel, Chicago,   
                  Illinois
                     Contact: 903-595-3800; 1-800-726-2524;    
                        http://www.renaissanceamerican.com/

June 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

June 29 - July 2, 2006
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Law Institute
         Jackson Lake Lodge, Jackson Hole, Wyoming
            Contact: 770-535-7722 or                
               http://www2.nortoninstitutes.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 22-25, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott, New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                          *********

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, Cherry
Soriano-Baaclo, Terence Patrick F. Casquejo, Christian Q. Salta,
Jason A. Nieva, Lucilo Pinili, Jr., Tara Marie Martin, Marie
Therese V. Profetana, Shimero Jainga, and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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