TCR_Public/060208.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 8, 2006, Vol. 10, No. 33

                          Headlines

1995 K3/K4: Voluntary Chapter 11 Case Summary
ADELPHIA COMMS: Judge Says No to Examiner in Boies Schiller Probe
ALISON GEM: Court Sets Discovery Dates on Alibayof & Kahan Dispute
ANDROSCOGGIN ENERGY: Court Declines to Disband Creditors' Panel
APPLICA INC: Moody's Withdraws Corporate Family & Debt Ratings

ARMSTRONG WORLD: Taps Ryan & Co. as Property Tax Consultant
ASARCO LLC: Wants to Assume Christensen Sampling Services Pact
ASARCO LLC: Court Okays Assumption of PerkinElmer Life Contracts
ASARCO LLC: Wants SRK Consulting to Make Production Analysis
ASSET BACKED: Fitch Rates $20.1 Million Certificates at Low-Bs

ATA AIRLINES: NatTel Appeals Chapter 11 Plan Confirmation Order
ATA AIRLINES: Files Supplements to 1st Amended Reorganization Plan
AUCTION MILLS: Lacks Sufficient Funding to Conduct Operations
BLUE BEAR: Can Obtain $310,000 DIP Loan From Mr. & Mrs. Clayton
BOWNE & CO: Moody's Affirms B2 Rating on Conv. Sub. Debentures

CELERO TECH: U.S. Trustee Wants Ch. 11 Case Dismissed or Converted
CENTRAL GARDEN: S&P Rates Proposed $650 Mil. Loan Facility at BB
COMDIAL CORP: Court Okays Termination of Employee's Pension Plan
DATICON INC: Committee Wants to Hire Reid and Riege as Counsel
DELTA AIR: Gets Court Nod to Use Disability Fund in Reorganization

DOCTORS HOSPITAL: Amends Chapter 11 Plan and Disclosure Statement
DOCTORS HOSPITAL: DVI Complains Disclosure Statement is Inadequate
ESSELTE GROUP: Sr. Notes Redeemed & Moody's Withdraws Ratings
ERA AVIATION: Offshore Wants to Investigate CapitalSource
EQUATOR CORP: Voluntary Chapter 11 Case Summary

EXIDE TECHNOLOGIES: Has Until February 27 to Object to Claims
FARMLAND IND: Trustee Wants to Sell United Stake to Bay State
FLOWERS FOODS: Earns $11 Million in Fourth Quarter Ended Dec. 31
FLOWERS FOODS: Inks Merger Deal to Acquire Derst Baking
GLOBO COMUNICACAO: Moody's Lifts Foreign Currency Rating to B1

GOODYEAR TIRE: Will Release Fourth Quarter Financials on Feb. 16
HANDMAKER JEWISH: Files Plan & Disclosure Statement in Arizona
HASBRO INC: Earns $94.3 Million of Net Income in 2005 Fourth Qtr.
HEATING OIL: Fund Receives Issuer Cease Trade Order from OSC
INTERNATIONAL PAPER: Earns $1.1 Billion of Net Income on 2005

INTERSTATE BAKERIES: Selling Viejo Lot to Stallion 15 for $3.4M
MIRANT CORP: 19 Creditors Demand $93 Million in Admin. Payments
KAISER ALUMINUM: KACC Files Admin. Claim Against Debtors' Estates
KMART CORP: Court Lifts Stay to Let 3 Claimants to Pursue Lawsuits
KOPPERS INC: Moody's Raises Rating on 9.875% Parent Bonds to Caa1

KULLMAN INDUSTRIES: Court Approves Lowenstein as Panel's Counsel
KULLMAN INDUSTRIES: Committee Hires BDO Siedman as Accountant
LEGACY ESTATE: Carpy-Connoly Wants Decision on Grape Contract
LORETTO-UTICA: Court Okays Continued Use of GECC's Cash Collateral
LSI LOGIC: S&P Affirms BB- Corp. Credit Rating; Rating is Stable

LUCENT TECH: Inks Agreement to Acquire Riverstone for $170 Million
MAULDIN-DORFMEIER: Court Fixes March 1 as Claims Bar Date
MESABA AIRLINES: Files Motion to Reject CBA with Three Unions
METRICOM INC: Court Okays Release of $231,315 from Escrow Account
MIRANT: Has to Issue Certificates to Refinance PEPCO's $148M Bonds

MIRANT CORP: Court Approves Hanson-Sexton Settlement Agreement
MOHEGAN TRIBAL: Posts $38.3 Million in First Quarter Ended Dec. 31
MUELLER GROUP: S&P Places B+ Corporate Credit Rating on Watch
MUSICLAND HOLDING: Court Approves Interim Compensation Procedures
MUSICLAND HOLDING: Wants to Dispose of 61 Media Play Store Leases

NEWQUEST INC: S&P Places B Counterparty Credit Rating on Watch
NORTHLAND CABLE: Redeems 10-1/4% Bonds & Moody's Withdraws Ratings
OWENS CORNING: Court Approves AIG Insurance Settlement Agreement
PERFORMANCE TRANSPORTATION: Gets Interim OK to Use Cash Collateral
PERFORMANCE TRANSPORTATION: Organizational Meeting Set for Today

PERFORMANCE TRANSPORTATION: Taps Kirkland & Ellis as Counsel
PHOTOCIRCUITS CORP: Taps ERM-New England as Environmental Advisor
PISTOL PETE: Case Summary & 6 Largest Unsecured Creditors
PLIANT CORP: Asks Court to Approve Interim Compensation Procedures
R.H. DONNELLEY: Completes $2.2 Bil. Issue of New Debt Securities

R.H. DONNELLEY: Registers 2.5 Million Common Shares For Resale
REFCO INC: Sale Hearing for Sale of Stake in PCIG Set for Feb. 28
REFCO INC: Court Okays Bid Procedures for Sale of Interest in PCIG
REFCO INC: Wants Court to Approve New Cash Investment Guidelines
RIVERSTONE NETWORKS: Inks $170MM Asset Purchase Deal With Lucent

RIVERSTONE NETWORKS: Case Summary & 20 Largest Unsecured Creditors
ROUGE INDUSTRIES: Wants Severstal's Mineral Lease Rights Clarified
SATMEX: Inks Debt Restructuring Accord with Senior Noteholders
SEPRACOR INC: Earns $37.2 Million for Fourth Quarter Ended Dec. 31
SPECTRUM BRANDS: S&P Lowers Corporate Credit Rating to B from B+

STARWOOD HOTELS: Earns $422 Million of Net Income in 2005
STEEDS CROSSING: Voluntary Chapter 11 Case Summary
SUBURBAN PROPANE: Earns $38 Million in Quarter Ended Dec. 24, 2005
SUPERB SOUND: Wants to Sell Two Retail Stores' Assets to Phase One
TELOGY INC: Files Joint Plan of Reorganization in N.D. of Calif.

TONY WEBBER: Voluntary Chapter 11 Case Summary
TRANSALTA CORP: S&P Upgrades Pref. Shares' Rating to BB+ from BB
UAL CORP: Asks Court to Approve Bond Interest Rate Settlement
UNITED SURGICAL: Moody's Reviews Low-B Ratings for Upgrade
UNIVERSAL ACCESS: Court Confirms Second Amended Liquidating Plan

URBAN HOTELS: Court Establishes March 1 as Claims Bar Date
USG CORP: Plans to Raise $1.8 Million Through Rights Offering
W.R. GRACE: Wants to Settle Drake, Casillas & Scott PI Claims
WESTON NURSERIES: Wants Plan-Filing Period Extended to May 12
WESTPOINT STEVENS: Aretex Wants Panel's Lift Stay Motion Denied

WINDSOR FINANCING: S&P Rates $49.6 Million Sub. Notes at (P)BB

* Bankruptcy Team From Swidler Berlin Joins Orrick Herrington
* Deloitte's Sheila Smith Gets TMA's Outstanding Individual Award

* Upcoming Meetings, Conferences and Seminars

                          *********

1995 K3/K4: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: The 1995 K3/K4 Humble, Texas, L.P.
        c/o Midland Loan Services, Inc.
        10851 Mastin
        Overland Park, Kansas 66210

Bankruptcy Case No.: 06-30508

Chapter 11 Petition Date: February 6, 2006

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Kristian William Gluck, Esq.
                  Fulbright & Jaworski L.L.P.
                  2200 Ross Avenue, Suite 2800
                  Dallas, Texas 75201-2784
                  Tel: (214) 855-8210

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have unsecured creditors who are not insiders.


ADELPHIA COMMS: Judge Says No to Examiner in Boies Schiller Probe
-----------------------------------------------------------------
The United States Trustee for Region II asked the Honorable Robert
Gerber of the U.S. Bankruptcy Court for the Southern District of
New York to appoint an examiner under 11 U.S.C. Sec. 1104 to
investigate the law firm of Boies, Schiller & Flexner LLP, and
whether the firm improperly steered millions of dollars of
document handling work to affiliated firms.  Judge Gerber declined
the invitation.  

Boies Schiller was retained by Adelphia Communications Corporation
as its special litigation counsel in the cable company's
bankruptcy proceedings.  As previously reported in the Troubled
Company Reporter on Sept. 29, 2005, Boies, Schiller & Flexner,
LLP, resigned as special counsel to Adelphia Communications
Corporation and its debtor-affiliates after disclosing that
relatives of its chairman, David Boies, Esq., indirectly own part
of Amici LLC, which stores and manages Adelphia's bankruptcy
documents.  A friend of Mr. Boies, William Duker, who served
prison time for overbilling the U.S. government for legal
services, ran Amici.  Boies Schiller was asked to resign after it
was discovered that relatives of Mr. Boies indirectly own Amici.

                          No Examiner

At a hearing Monday, Judge Gerber ruled that the plain language of
Sec. 1104 of the Bankruptcy Code makes it clear that examiners
examine debtors, not debtors' law firms.  Judge Gerber declined to
put his stamp of approval on a Stipulation among the Debtors, the
Committee and the U.S. Trustee calling for appointment of an
examiner, opining that appropriate fact gathering can be done
another way at a far lower cost.  Judge Gerber declined to follow
Judge Brozman's decision in In re Leslie Fay, 175 B.R. 525 (Bankr.
S.D.N.Y. 1994) appointing an examiner to investigate conflicts
involving the apparel company's bankruptcy counsel.  

                    Rule 2004 Probe Coming

Robert A. Scher, Esq., at Foley & Lardner LLP, representing
Adelphia, and David M. Friedman, Esq., at Kasowitz, Benson, Torres
& Friedman LLP, representing the Official Committee of Unsecured
Creditors, say Judge Gerber's ruling won't stop them from getting
the facts.  The Debtors and the Committee have every intention of
initiating an examination of the law firm under Rule 2004 of the
Federal Rules of Bankruptcy Procedure.

             Boies Schiller Denies Any Wrongdoing

Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, in addition to
advocating Judge Gerber adopt a literal interpretation of Sec.
1104, outlined Boies Schiller's position about the purported
conflict:

   (A) Boies Schiller says it didn't violate any obligation to its
       client or to the Bankruptcy Court in connection with Amici
       or Echelon.  It was the U.S. Trustee, the Debtors and the
       Fee Committee, not the firm, that negotiated directly with
       Amici for document management services.  The firm also
       submitted affidavits of prominent experts on bankruptcy
       disclosure rules and ethics, that cleared Boies Schiller
       of any wrongdoing.

   (B) The practices of experienced bankruptcy counsel reveal,
       consistent with the law, that bankruptcy firms do not even
       search their own records to determine whether they have
       any "connections" to administrative vendors like Amici and
       Echelon.

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- 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.


ALISON GEM: Court Sets Discovery Dates on Alibayof & Kahan Dispute
------------------------------------------------------------------
At the behest of Donald A. Palmieri, the chapter 11 trustee
appointed in Alison Gem Corp.'s chapter 11 case, the U.S.
Bankruptcy Court for the Southern District of New York established
a discovery schedule for pursuit of monies owed by the Alibayof
family, the Debtor's former owner, and Yitzchok "Isaac" Kahan, the
Debtor's current owner, to each other and to the Debtor.

For 25 years and until July 11, 2002, the Debtor's business was
owned and operated by the Alibayof family, including brothers
Danny, Joseph and Ronny Alibayof and their father, Naman Alibayof.

On July 11, 2002, Yitzchok "Isaac" Kahan acquired all of the
Debtor's issued and outstanding stock from the Alibayofs.  At that
time, the Debtor owed Kahan Jewelry Corp. (of which Kahan was a
principal) substantial amounts for gold purchased by the Debtor
for use in its jewelry manufacturing operations.

                           The Dispute

The Alibayofs say they're owed $1,435,225 by the Debtor under
certain promissory notes allegedly executed in connection with Mr.
Kahan's acquisition of the Debtor and under certain employment
agreements.  The Debtor's books and records reflect that it owes
Mr. Kahan $10,003,147 for monies loaned by Mr. Kahan to the
Debtor.  The Debtor's books and records further reflect that it
owes Kahan Jewelry $14,440,797 for gold purchases, rent and some
other borrowed funds.

On March 2, 2005, the Alibayofs asked the Court for discovery
under Rule 2004 of the Federal Rules of Bankruptcy Procedure
authorizing and directing the examinations of, and the production
of documents by, Simon Bernfeld, the former Chief Financial
Officer of the Debtor), Kahan Jewelry and Mr. Kahan.  The
Alibayofs also asked the Chapter 11 Trustee to produce, pursuant
to Section 704(7) of the Bankruptcy Code, certain information
concerning his administration of the estate.

The Chapter 11 Trustee would have consented to the discovery
request but Naman Alibayof objected to, among other things, the
Trustee's request for discovery with regard to him.  All discovery
came to a halt as the parties exchanged barbs in Court over the
matter.

                       Discovery Schedule

In an Order dated January 27, 2006, the Honorable James M. Peck
directs the parties to produce and exchange the documents required
of them on or before March 1, 2006.

Depositions will be held on or after March 27, 2006.  

The Parties must conclude all discovery on or before May 25, 2006.  

Headquartered in New York City, New York, Alison Gem Corp., is a
manufacturer and wholesaler of jewelry goods selling both diamond
and colored stone jewelry to a variety of major retailers, small
local retail chains, and single family owned retail stores.  The
Company filed for chapter 11 protection on January 25, 2005
(Bankr. S.D.N.Y. Case No. 05-10404).  When the Debtor filed for
protection from its creditors, it reported total assets of
$20,600,000 and total debts of $43,000,000.  On March 18, 2005,
the Court granted the U.S. Trustee's application for the
appointment of Donald A. Palmieri as Chapter 11 Trustee.  Douglas
J. Pick, Esq., in New York City, represents the Chapter 11
Trustee.  Mr. Palmieri can be contacted at:

                  Donald A. Palmieri
                  350 Fifth Ave., Suite 3000
                  New York, New York 10118
                  (212) 695-6000


ANDROSCOGGIN ENERGY: Court Declines to Disband Creditors' Panel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine denied the
request of Androscoggin Energy LLC to disband the Official
Committee of Unsecured Creditors previously appointed by the U.S.
Trustee.

The Debtor argues that disbanding the committee is appropriate
because:

   a) the Committee has no ability at this stage to serve any
      constructive or legitimate purpose;

   b) the Committee will slow down the confirmation process and
      waste the estate's assets; and

   c) the Committee does not represent a significant constituency
      of legitimate unsecured creditors.

Robert J. Keach, Esq., at Bernstein, Shur, Sawyer & Nelson, told
the Court that some creditors have fulfilled the purposes and
functions that would have otherwise been served by the Committee.  

Because of duplicative nature of any information that might
happen, Mr. Keach said, the Committee's appointment is unjustified
at this time and should therefore be disbanded.

               Creditors' Committee Talks Back

The Committee opposed the Debtor's request.

The Committee argued the Debtor's allegations that the Committee
was formed at the insistence of AltaGas and its counsel is false.  
The Committee says that it organized because three of its members
insisted that it be formed and expressed willingness to serve.

Accordingly, the Committee asked the Court to deny the Debtor's
request.

Headquartered in Boston, Massachusetts, Androscoggin Energy LLC,
owns, operates, and maintains an approximately 150-megawatt,
natural gas-fired cogeneration facility in Jay, Maine.  The
Company filed for chapter 11 protection on November 26, 2004
(Bankr. D. Me. Case No. 04-12221).  Michael A. Fagone, Esq., at
Bernstein, Shur, Sawyer & Nelson represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed total assets of $207,000,000 and total
debts of $157,000,000.


APPLICA INC: Moody's Withdraws Corporate Family & Debt Ratings
--------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings for Applica
Incorporated for business reasons.

The ratings withdrawn were:

   * Corporate family rating, B3;

   * Senior subordinated debt rating, Caa2.

For further information, please refer to Moody's Withdrawal Policy
on http://www.moodys.com/


ARMSTRONG WORLD: Taps Ryan & Co. as Property Tax Consultant
-----------------------------------------------------------
Armstrong World Industries, Inc., seeks the U.S. Bankruptcy Court
for the District of Delaware's permission to employ Ryan & Co.,
Inc., to provide property tax consulting services, effective
January 16, 2006, in addition to the state and local tax
consulting services it provides to the Debtors.

As reported in the Troubled Company Reporter on Jan. 6, 2006, the
Debtors sought the Court's authority to employ Ryan & Co. as its
state and local tax consultant.

Ryan & Co. will review AWI's multi-state sales and use tax payment
records and identify refund or reduction opportunities -- the SALT
Services -- more fully detailed in a retention agreement between
the parties, dated December 20, 2005.

AWI informs the Court that it has recently learned that its
provider of property tax consulting services, a professional it
employed in the ordinary course of business, has increased its
rates and essentially priced itself out of the property tax
consulting market.

Kenneth L. Jacobs, AWI's deputy general counsel for Litigation,
tells the Court that the services of Ryan & Co. as property tax
consultants are necessary to enable AWI to execute its duties as
debtor-in-possession and continue efforts to minimize its real and
personal property tax assessments.

Ryan & Co. will provide administrative and technical support to
minimize the real and personal property tax assessments for AWI's
sites, and create a centralized control system for all real and
personal property taxes on the identified locations throughout the
United States, resulting in 68 returns and 10 exemption filings.

Ryan & Co.'s property tax consulting services will consist of
three phases, and will cover tax year 2006 and will automatically
renew each January 1 unless either party provides written notice
at least 60 days prior to the renewal date.  Either party may
terminate the agreement by providing written notice at least 60
days prior to the termination.

In the initial phase, Ryan & Co. will:

   -- perform administrative work, including monitoring the
      assessments as they are issued, and approving for payment
      all property tax bills sent to it by AWI;

   -- perform tax compliance services using the ePropertyTax's
      Property Tax Office software product;

   -- perform audit services, including responding to and
      managing all property tax audits; and

   -- will conduct an in-depth review and analysis of the
      proposed real property assessments and prior year personal
      property renditions and assessments for major facilities.

In the second phase, when a property has been over-assessed due to
a reason other than a basic assessor error that can be resolved
via discussion with the assessor, Ryan & Co. will recommend filing
an administrative appeal.

In the third phase, if, after all administrative remedies have
been exhausted, AWI decides to litigate, Ryan & Co. will continue
to assist in the appeal and will counsel with the attorneys during
this process.

Samuel P. Birchfield will have overall responsibility for the
engagement.  Supporting Mr. Birchfield will be the entire team of
Ryan & Co.'s property tax professionals.

In exchange for Ryan & Co.'s property tax consulting services, the
Debtors will pay:

   (1) a $36,500 annual fee;

   (2) $9,250 for the eProperty Tax software annually;

   (3) audit fees based on the hourly rates of Ryan & Co.'s
       professionals:

           Professional        Hourly Fees
           ------------        -----------
           Principal               $350
           Senior Manager          $300
           Manager                 $275
           Senior                  $225
           Staff                   $175
           Administrative           $75

   (4) $2,500 for physical review per location;

   (5) reimbursement of all travel expenses incurred in
       connection with the engagement; and

   (6) 33.3% of all tax savings, plus interest in connection with
       the administrative appeal.

If an attorney is necessary to file an administrative appeal, Ryan
& Co. will be responsible for the attorney's fees.  AWI will be
responsible for the cost of expert witnesses or appraisal fees, if
they are necessary for the appeal.  Ryan & Co. will make all
reasonable efforts to resolve appeals without the need to engage
third-party appraisers.

If AWI and Ryan & Co. mutually agree to pursue an appeal into the
judicial system of the state where the property is located, all
fees for legal expenses and expert witnesses will be the AWI's
responsibility.

AWI does not expect Ryan & Co.'s fees and expenses relating its
property tax services to exceed $25,000 a month.

                          U.S. Trustee Objects

The U.S. Trustee complains on the first engagement letter and
retention motion filed by AWI stating that:

   (i) Armstrong World Industries, Inc., propose to pay Ryan &
       Company, Inc., without the necessity for filing an
       application seeking approval of its fees and expenses;
       and

  (ii) the employment agreement signed by Ryan & Co. and AWI
       includes indemnification and limitation of liability
       provisions that are not warranted and may be inconsistent
       with prior decisions of the Court.

                              AWI Responds

AWI asserts that requiring Ryan & Co. to file a fee application
for payment of its fees and expenses is unnecessary and would only
increase the administrative expenses related to Ryan & Co.'s
retention.

AWI points out that Ryan & Co. will be paid on a contingent fee
basis.  The Firm will only be paid following a tax refund credit,
reduction or minimization in real and personal property tax
assessments.  Given the nature of the services and the manner in
which Ryan & Co. proposes to bill AWI on its assignments, AWI
wants the Firm excused from filing interim fee applications.

In addition, AWI has agreed with the U.S. Trustee to include in
its quarterly ordinary course professional report any fees and
expenses paid to Ryan & Co.

Contrary to the U.S. Trustee's claims, the Employment Agreement
does not provide that Ryan & Co. will have limited liability or be
impermissibly indemnified with respect to its provision of state
and local tax consulting services, Mr. Jacobs asserts.

The limitation of liability provided under AWI's Intellectual
Property Agreement with the Firm does not impermissibly limit Ryan
& Co.'s liability inconsistent with its professional obligation as
a fiduciary to AWI's estate, but merely recognizes certain
limitations relating to AWI's use of intellectual property, Mr.
Jacobs explains.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.  The Company and its debtor-affiliates
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., at Weil, Gotshal &
Manges LLP, and Russell C. Silberglied, Esq., at Richards, Layton
& Finger, P.A., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities.  (Armstrong Bankruptcy
News, Issue No. 87; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ASARCO LLC: Wants to Assume Christensen Sampling Services Pact
--------------------------------------------------------------
Effective as of March 22, 2005, ASARCO LLC and Layne Christensen
are parties to a Construction and Repairs Contract, where
Christensen performs drilling and sampling services in
exploration drill holes at agreed-upon rates.  As of Aug. 9, 2005,
$103,610 was due and owing to Christensen under the Contract.

C. Luckey McDowell, Esq., at Baker Botts LLP, in Dallas, Texas,
relates that Christensen's services will be used in connection
with the exploration drilling at the Ray Mine.

Accordingly, ASARCO seeks permission from the U.S. Bankruptcy
Court for the Southern District of Texas in Corpus Christi to
assume the Layne Christensen Contract.

If the Contract is assumed, ASARCO estimates that an additional
$355,242 will be paid to Christensen under the Contract as
additional work is completed.

In addition, Mr. McDowell points out that the drilling rates
provided for in the Contract are less than what ASARCO could now
obtain on the open market.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. (ASARCO
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


ASARCO LLC: Court Okays Assumption of PerkinElmer Life Contracts
----------------------------------------------------------------
PerkinElmer Life and Analytical Sciences provides comprehensive
maintenance services and replacement repairs to equipment at
Asarco LLC's:

   * Mission and Ray mine complexes in Arizona;

   * Specialty-chemicals plant in Denver, Colorado;

   * Copper refinery and precious-metals plant in Amarillo,
     Texas.

The equipment manufactured, supplied and maintained by
PerkinElmer constitutes very specialized laboratory equipment
needed in the operation of ASARCO' business.

At the Amarillo and Denver facilities, the instrumentation
serviced by PerkinElmer allows ASARCO to maintain its quality
management system under the standards set by the International
Organization for Standardization.

Therefore, the services provided by PerkinElmer are critical to
ASARCO's ability to meet the quality standards required by its
customers, James R. Prince, Esq., at Baker Botts LLP, in Dallas,
Texas, contends.

Due to specialized nature of the equipment, it is not feasible to
have it serviced or repaired by other vendors, Mr. Prince says.  
Failure to maintain the equipment will substantially interfere
with ASARCO's ability to conduct business and will impair its
efforts to reorganize.

Accordingly, ASARCO sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of Texas in Corpus
Christi to:

   (a) assume its various contracts with PerkinElmer Life; and

   (b) pay $26,833 as cure for various outstanding prepetition
       obligations.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. (ASARCO
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


ASARCO LLC: Wants SRK Consulting to Make Production Analysis
------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to employ SRK
Consulting (U.S.), Inc. as its consultant to conduct an analysis
of production and cost projections at the various mines, smelters
and refineries.

Pursuant to a Professional Services Agreement with ASARCO, SRK
Consulting will conduct a thorough review of ASARCO's production
and cost projections.  The review will be divided in two phases:

   (a) Phase I will include technical audits of the ore reserves
       and mine plans for Mission, Ray and Silver Bell as well as
       production audits of these mines.

   (b) Phase II will include a review of the capital and
       operating cost assumptions associated with the production
       schedules from Phase I for the mines, the smelter facility
       at Hayden and the refinery at Amarillo.

James R. Prince, Esq., at Baker Botts LLP, in Dallas, Texas,
tells the Court that the technical audit is expected to identify
opportunities for operational improvement.  The analysis will
allow ASARCO to better understand and evaluate its business model
and strategies going forward, which will, in turn, constitute an
essential part of the Debtors' successful reorganization.

ASARCO will pay SRK Consulting $54,000 retainer, which will be
paid before the commencement of any work.  ASARCO will also pay
SRK Consulting in its customary hourly rates ranging from $65 to
$250 per hour, and reimburse actual costs and expenses SRK
Consulting will incur in connection with the preparation of the
Production and Cost Projections Analysis.

To reduce administrative expenses, ASARCO seeks the Court's
permission to pay the invoices in the ordinary course.  The
credit balance from the retainer will be applied to the final
invoice, with any excess retainer to be returned to ASARCO.

SRK Consulting estimates that Phase I services will cost $100,964
and Phase II services will cost $35,386.  ASARCO is not liable
for any fees or charges in excess of $136,350.

Robert W. Klumpp, treasurer and principal of SRK Consulting,
assures the Court that the firm does not represent any interest
adverse to ASARCO and that it is a "disinterested person" as the
term defined in Section 101(14) of the Bankruptcy Code.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding. (ASARCO
Bankruptcy News, Issue No. 15; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


ASSET BACKED: Fitch Rates $20.1 Million Certificates at Low-Bs
--------------------------------------------------------------
Asset Backed Securities Corporation Home Equity Loan Trust's
mortgage pass-through certificates, series AEG 2006-HE1, are rated
by Fitch Ratings as:

    * $841,792,000 classes A-1 - A-4 'AAA'
    * $43,522,000 class M-1 'AA+'
    * $40,216,000 class M-2 'AA'
    * $28,096,000 class M-3 'AA-'
    * $19,282,000 class M-4 'A+'
    * $19,282,000 class M-5 'A'
    * $17,078,000 class M-6 'A-'
    * $18,180,000 class M-7 'BBB+'
    * $13,222,000 class M-8 'BBB'
    * $12,120,000 class M-9 'BBB-'
    * $12,120,000 class M-10 'BB+'
    * $8,264,000 class M-11 'BB'

The 'AAA' rating on the senior certificates reflects the 23.60%
total credit enhancement provided by the:

    * 3.95% class M-1;
    * 3.65% class M-2;
    * 2.55% class M-3;
    * 1.75% class M-4;
    * 1.75% class M-5;
    * 1.55% class M-6;
    * 1.65% class M-7;
    * 1.20% class M-8;
    * 1.10% class M-9;
    * 1.10% class M-10;
    * 0.75% class M-11;
    * 0.95% class M-12 (not rated by Fitch); and
    * 1.65% initial overcollateralization.

All the certificates also benefit from monthly excess cash flow to
absorb losses.  All certificates have the benefit of monthly
excess cash flow to absorb losses.  In addition, the ratings
reflect the integrity of the transaction's legal structure, as
well as the primary servicing capabilities of Select Portfolio
Servicing, Inc. U.S. Bank National Association will act as
trustee.

The collateral pool consists of first and second lien, fully
amortizing and balloon, fixed-rate and adjustable-rate mortgage
loans.  As of the cut-off date (Jan. 1, 2006) the mortgage loans
had an aggregate balance of $1.1 billion.  First lien mortgage
loans represent approximately 94.92% of the collateral pool with
the remainder second lien.  The mortgage loans had a weighted
average loan rate of 7.814%, weighted average remaining term of
355 months, and an average outstanding principal balance of
$146,851.

The mortgage pool also had a weighted average Fair, Isaac & Co
score of 616 and nearly 32.24% of the mortgage loans had a loan-
to-value ratio at origination in excess of 80%.  Single Family
properties account for approximately 74.96% of the mortgage pool,
planned unit developments 12.10%, and condos 5.01%.  The loans are
primarily located in:

    * California (13.92%);
    * Florida (11.90%); and
    * New York (11.09%).


ATA AIRLINES: NatTel Appeals Chapter 11 Plan Confirmation Order
---------------------------------------------------------------
NatTel, LLC, took an appeal from Judge Basil H. Lorch's order:

    (1) confirming the Plan of Reorganization filed by
        Reorganizing ATA Holdings Corp., ATA Airlines, Inc., ATA
        Leisure Corp., and ATA Cargo, Inc., and

    (2) denying NatTel's requests for:

        -- the appointment of an examiner; and
        -- a stay of the Confirmation Order pending appeal,

to U.S. District Court for the Southern District of Indiana.

NatTel wants the District Court to review the U.S. Bankruptcy
Court for the Southern District of Indiana's decision.

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


ATA AIRLINES: Files Supplements to 1st Amended Reorganization Plan
------------------------------------------------------------------
ATA Airlines, Inc., and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Southern District of Indiana copies
of:

    -- the Nonexclusive List of Retained Actions and Nonexclusive
       List of Avoidance Actions, which contains changes to the
       list to reflect:

       (1) the addition of Michelle Gulley, Stephen Harding, and
           Key Equipment Finance; and

       (2) the removal of Goodrich Wheel and Brake, Sprint, and
           Sprint PCS.

       A full-text copy of the Nonexclusive List of Retained
       Actions and Nonexclusive List of Avoidance Actions is
       available for free at:

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

    -- the Reorganizing Debtors' Rejected Contracts as of Jan. 27,
       2006, a full-text copy of which is available for free at:

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

       The Reorganizing Debtors provided notice of corrections to
       their Rejected Contracts, and requested that three
       Contracts should be stricken from the List:

       * Contract Numbers: I.2.133 (Bosfuel)
       * I.2.589 (City and County of Denver)
       * I.2.591 (City and County of Denver)

    -- the Reorganizing Debtors' Assumed Contracts as of Jan. 27,
       2006, a full-text copy of the Assumed Contracts is
       available for free at:

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

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$745,159,000 in total assets and $940,521,000 in total debts.  
(ATA Airlines Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AUCTION MILLS: Lacks Sufficient Funding to Conduct Operations
-------------------------------------------------------------
Auction Mills, Inc. (Pink Sheets:AUML) reported the company faces
significant liquidity problems and does not have sufficient funds
to continue conducting operations.

Auction Mills currently has a working capital deficiency.

In the event that Auction Mills does not obtain adequate financing
to complete its Plan of Operations or if the Company does not
adequately implement an alternative plan of operations that
enables them to conduct operations without having received
adequate financing, the Company may have to liquidate its business
and undertake any or all of these actions:

     -- sell or dispose of its assets, if any;

     -- pay liabilities in order of priority, if there is
        available cash to pay such liabilities;

     -- if any cash remains after the Company satisfies amounts
        due to creditors, distribute any remaining cash to the
        Company's shareholders in an amount equal to the net
        market value of net assets;

     -- file a Certificate of Dissolution with the State of Texas
        to dissolve its corporation and close its business;

     -- make the appropriate filings with the Securities and
        Exchange Commission so that Auction Mills will no longer
        be required to file periodic and other required reports
        with the Securities and Exchange Commission, if, in fact,
        the Company is a reporting company at that time; and

     -- make the appropriate filings with the National Association
        of Security Dealers to effect a delisting of the Company's
        common stock, if, in fact, its common stock is trading on
        the Over-the-Counter Bulletin Board at that time.

Based upon the Company's current assets, Auction Mills says it
will not have the ability to distribute any cash to its
shareholders.  If the Company has any liabilities that it's unable
to satisfy and the company qualifies for protection under the U.S.
Bankruptcy Code, the Company may voluntarily file for
reorganization under Chapter 11 or liquidation under Chapter 7.  
The Company's creditors may also file a Chapter 7 or Chapter 11
bankruptcy action against Auction Mills.  If the Company's
creditors or the Company file for Chapter 7 or Chapter 11
bankruptcy, the creditors will take priority over the
shareholders.  If the Company fails to file for bankruptcy under
Chapter 7 or Chapter 11 and the Company have creditors, creditors
may institute proceedings against Auction Mills seeking forfeiture
of any assets.

The Company says it does not know and cannot determine which, if
any, of these actions it will be forced to take.  If any of these
foregoing events occur, investors could lose their entire
investment in the Company's shares.

Auction Mills asks that any customer with an outstanding refund
request please send updated mailing information along with a
current phone number to auctionmillstexas@yahoo.com, as Auction
Mills no longer has access to its databases.  To ensure proper
delivery of such refunds, please include all proper and updated
information as soon as possible.

Headquartered in Dallas, Texas, Auction Mills, Inc. provides eBay
auction services to consumers through locations across the U.S.  
The Company's auctioneers provide services such as photo taking,
auction listing, payment processing, packing, and shipping.


BLUE BEAR: Can Obtain $310,000 DIP Loan From Mr. & Mrs. Clayton
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
Blue Bear Funding, LLC, to obtain a $310,000 postpetition loan
from Robert D. Clayton and Joyce A. Clayton.

As reported in the Troubled Company Reporter on Jan. 19, 2006, the
Claytons agreed to lend the Debtor up to $310,000 on a secured
basis.  The loan carries an 8.5% annual interest rate and will
mature one-year from the date the note evidencing the loan is
executed.

Use of the Clayton loan proceeds is restricted to the purchase of
client account receivables that the Debtor factors.  The
Bankruptcy Court directs the Debtor to segregate the proceeds of
the loans, as well as any client accounts purchased using the loan
proceeds, in a separate bank.

To secure repayment of the loan, the Claytons are granted a valid
and perfected first priority lien on all client accounts acquired
through the postpetition loan.

The Debtor is also required to provide the Claytons with a weekly:

     -- collection report;   

     -- funding requirement report; and

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


BOWNE & CO: Moody's Affirms B2 Rating on Conv. Sub. Debentures
--------------------------------------------------------------
Moody's Investors Service has affirmed all ratings of Bowne & Co.,
Inc., and changed the outlook to positive from stable.  

Ratings affirmed:

* $75 million Convertible Subordinated Debentures due 2033 -- B2

* Corporate Family rating -- Ba3

The rating outlook is changed to positive from stable.

The change in the outlook reflects the continuing improvement of
the company's liquidity and leverage profile, which have largely
resulted from the sale of its outsourcing and globalization
businesses, and a steady performance in Bowne's non-transactional
print business.

Bowne's rating reflects its relatively strong cash position, which
Moody's estimates to be in excess of its total debt; the steady
performance of Bowne's top line, which has been largely driven by
its non-transactional financial print business; and the absence of
any near-term debt maturities.  However, the rating is constrained
by the formidable competition, which Bowne faces in its financial
print business from rivals including R.R. Donnelley, Merrill
Corporation and others, and the vulnerability of this business to
volatility within the capital markets sector.

Since late 2004, Bowne has sold two major business units for
approximately $325 million in direct and indirect cash proceeds.
Bowne used approximately $70 million of these proceeds to redeem
its senior unsecured notes, $30 million to acquire the Marketing
and Business Communications division of Vestcom International, and
approximately $72 million, as of Dec. 15, 2005, to fund its stock
repurchase program.  Bowne's board has subsequently approved an
increase of $75 million to its previously announced share
repurchase program.  In addition, Bowne has used cash proceeds to
fund free cash flow losses, which totaled approximately $25
million for the nine months ended Sept. 30, 2005.

The sale of Bowne's Global Solutions and Business Solutions
businesses has reduced the diversification of Bowne's product
offerings and increased the company's exposure to the volatile
transactional financial print segment.  The financial print
business, which has suffered from a recent softening of customer
spending, also faces regulatory proposals designed to reduce the
flow of printed documents to shareholders and investors.

The company's unrated $150 million senior secured credit facility
was undrawn at the end of Sept. 2005, with the result that Bowne's
$75 million convertible notes effectively represent the company's
only debt obligation, besides approximately $10 million in
underfunded pension obligations.  In Moody's opinion, Bowne's
convertible notes, which are not callable until 2008, represent an
attractive source of low cost funding.

Moody's is concerned that the recent acquisition of MBC and the
expansion in Bowne's share repurchase program could signal further
event risk and potential cash depletion.  Nevertheless, the
positive outlook recognizes the ability of Bowne's relatively
strong liquidity position to support a measure of further event
risk.  According to Moody's calculations, and assuming that Bowne
repurchased additional shares up to the full amount of its
expanded share repurchase program, its pro-forma liquidity
position at the end of Sept. 2005 would have stood at
approximately $245 million, including cash of approximately $95
million and undrawn availability under its senior unsecured credit
facility of $150 million.

Ratings could be upgraded if Bowne is able to revitalize its
business to generate positive free cash flow or if management take
measures to ensure no further depletion of its cash position.  
Ratings could be downgraded if management announces a further
expansion of its share repurchase program, further acquisitions or
other events which place unexpected calls on liquidity.

Bowne & Co., Inc., a global provider of document management
solutions, is headquartered in New York City.  The company
reported pro forma sales of $687 million for the LTM period ended
Sept. 30, 2005.


CELERO TECH: U.S. Trustee Wants Ch. 11 Case Dismissed or Converted
------------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3
asks the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania to dismiss Celero Technologies, Inc.'s chapter 11
cases or convert it to a chapter 7 liquidation proceeding.

Ms. Stapleton reminds the Court that the Debtor's case has been
pending for over five months, and the Debtor has failed to file a
disclosure statement and plan of reorganization.

As reported in the Troubled Company Reporter on Jan. 11, 2006, the
Company wants the Court to extend its exclusive right to file a
chapter 11 plan until Feb. 20, 2006.  The Debtor also wants its
exclusive solicitation period extended until Apr. 20, 2006.  The
Debtor tells the Court that it has been active and diligent in
resolving important issues affecting its reorganization.  

Ms. Stapleton complains that although the Debtor has generally
remained current with the filing of its operating reports, many of
those reports are incomplete and the Debtor has failed to amend
the reports pursuant to repeated requests by the U. S. Trustee.

The Debtor has also failed, Ms. Stapleton says, to remain current
with its postpetition financial obligations including, but not
necessarily limited to the fees due and owing pursuant to Section
1930(a)(6) of the Judiciary Procedures Code.  To date, the Debtor
has failed to remit $2,750 in fees for the fourth quarter of 2005.

Ms. Stapleton argues that cause exists for the dismissal or
conversion of the Debtor's case pursuant to Section 1112(b) of the
Bankruptcy Code.

Headquartered in Philadelphia, Pennsylvania, Celero Technologies,
Inc., filed for chapter 11 protection on August 22, 2005 (Bankr.
E.D. Pa. Case No. 05-31273).  Amy E. Vulpio, Esq., and Robert A.
Kargen, Esq., at White and Williams LLP represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $500,000 to $1 million in assets and
$10 million to $50 million in liabilities.


CENTRAL GARDEN: S&P Rates Proposed $650 Mil. Loan Facility at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and '1' recovery rating to Central Garden & Pet Co.'s
proposed $650 million bank facility, indicating the expectation of
full (100%) recovery of principal in the event of a payment
default.  The ratings are based on preliminary terms and are
subject to review upon final documentation.  Net proceeds from the
credit facility will be used to:

   * finance the acquisition of equine and pet health care product
     manufacturer and marketer, Farnam Companies Inc., and

   * refinance the company's existing $300 million credit
     facility.
     
At the same time, Standard & Poor's lowered its ratings on the
Walnut Creek, California-based lawn and garden and pet products
supplier, including its corporate credit rating to 'BB-' from
'BB'.  The ratings were removed from CreditWatch, where they were
placed on Jan. 20, 2006, with negative implications, following
Central Garden's announcement of its plans to acquire Farnam for
about $287 million, plus $4 million for the purchase of related
real property.  Ratings on Central Garden's existing $300 million
credit facility will be withdrawn upon completion of the
refinancing.
     
The outlook is stable.  Pro forma for the new financing, Central
Garden will have about $600 million of total debt outstanding.
     
The downgrade reflects the company's significantly weaker credit
profile following the debt-financed acquisition of Farnam.  
Subject to regulatory approval, the transaction is targeted to
close in the second fiscal quarter ending March 2006.
     
Standard & Poor's expects Central Garden to maintain credit
measures on average above those for its rating, given the
seasonality of its business, growth strategy, and low margins
relative to its peers.

"We remain concerned about the company's aggressive debt-financed
acquisition strategy.  Inability to reduce debt leverage and
improve its financial profile could lead to a negative outlook,"
said Standard & Poor's credit analyst Allison Sullivan.


COMDIAL CORP: Court Okays Termination of Employee's Pension Plan
----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved Comdial Corporation, nka CMDL
Corporation, and its debtor-affiliates' request to initiate a
distress termination of the Comdial Corporation Employees
Retirement Plan.

Judge Walrath also approved a Stipulation between the Debtors and
the Pension Benefit Guaranty Corporation regarding the termination
of the pension plan.

As reported in the Troubled Company Reporter on Jan. 11, 2006, the
Debtors wanted to terminate the pension plan because they have
ceased all business operations following the sale of substantially
all of their assets to Vertical Communications.

The Comdial pension plan covers employees hired prior to
September 2000.  The pension plan was frozen in September 2000 and
the Debtor has not made any plan contributions since that time.

In the first quarter of 2005, the Debtor's actuary at New England
Financial reported that the pension plan had an underfunded,
unrecognized actuarial loss of $9,625,000 at Dec. 31, 2004.  As of
June 30, 2005, the pension plan had $20,006,372 in assets and
1,150 participants.

Headquartered in Sarasota, Florida, Comdial Corporation, nka CMDL
Corporation -- http://www.comdial.com/-- and its affiliates   
develop and market sophisticated communications products and
advanced phone systems for small and medium-sized enterprises.  
The Company and its debtor-affiliates filed for chapter 11
protection on May 26, 2005 (Bankr. D. Del. Case No. 05-11492).  
Jason M. Madron, Esq., and John Henry Knight, Esq., at Richards,
Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $30,379,000 and total
debts of $35,420,000.


DATICON INC: Committee Wants to Hire Reid and Riege as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Daticon, Inc.'s
chapter 11 case asks the U.S. Bankruptcy Court for the District of
Connecticut in New Haven for permission to employ Reid and Riege,
P.C., as its counsel.

Reid and Riege will:

   1) advise the Committee with respect to its powers and duties
      in the Debtor's chapter 11 case;

   2) review and analyze all pleadings, documents and all aspects
      related to the proposed sale of the Debtor's assets to
      assist the Committee in determining the highest and best
      price for the Debtor's assets;

   3) assist the Committee in investigating the acts, conduct,
      assets, liabilities and financial conditions of the Debtor,
      the operation of its business and any other matters related
      to the Debtor's chapter 11 case;

   4) review and analyze all applications, motions, orders,
      statements of operations and schedules filed with the Court
      by the Debtor or third parties and advise the Committee
      about the propriety of those filings;

   5) assist the Committee in the negotiation and formulation of a
      chapter 11 plan and a proposed asset sale of the Debtor and
      confer with the accountants and other professionals retained
      by the Committee in relation to that plan and asset sale;

   6) assist the Committee in seeking the appointment of a chapter
      11 trustee or examiner or conversion of the Debtor's chapter
      11 case to a chapter 7 liquidation if those actions become
      necessary; and

   7) render all other necessary legal services to the Committee
      in relation to the Debtor's chapter 11 case.

Eric Henzy, Esq., a member of Reid and Riege, is one of the lead
attorneys of the Firm performing services to the Committee.

Mr. Henzy reports Reid and Riege's professionals bill:

     Designation          Hourly Rate
     -----------          -----------
     Partners             $300 - $400
     Senior Counsel       $275 - $325
     Associates           $200 - $270
     Legal Assistants     $100 - $170

Reid and Riege assures the Court that it does not represent any
interest materially adverse to the Committee, the Debtor or its
estate.

Headquartered in Norwich, Connecticut, Daticon, Inc. --
http://www.daticon.com/-- works with law firms, corporations and   
government agencies to capture, review and manage the volumes of
electronic data and paper documents generated by complex
litigation, merger and acquisition transactions, and
investigations.  The Debtor filed for chapter 11 protection on
Jan. 17, 2006 (Bankr. D. Conn. Case No. 06-30034).  Douglas S.
Skalka, Esq., at Neubert, Pepe & Monteith, PC, represents the
Debtor in its restructuring efforts.  As of Dec. 31, 2005, the
Debtor listed $9,089,033 in assets and $18,997,028 in debts.


DELTA AIR: Gets Court Nod to Use Disability Fund in Reorganization
------------------------------------------------------------------
According to a U.S. Bankruptcy judge's decree, as long as Delta
Air Lines Inc. makes payments to retirees and other beneficiaries,
the Company can continue to use funds allocated for a disability
and survivors trust to meet other financial responsibilities as it
reorganizes under Chapter 11.

Michael Martinez, writing for the Associated Press, reports that
the court-appointed committee representing retiree interests had
sought to force Delta to seek the retirees' approval before using
funds from the disability and survivors trust, stating that
removing the funds, which Delta seeks to continue doing, posed an
inherent risk to retirees' benefits.

Dean M. Gloster, Esq., at Farella Braun + Martel LLP, in San
Francisco, representing the retiree committee, said Delta had
already used $83 million of the trust's money for severance and
sick leave payments prior to filing for bankruptcy last fall, and
said the embattled airline wanted to use more of the trust's money
to meet its obligations going forward.

Delta attorney Marshall S. Huebner, Esq., at Davis Polk & Wardwell
in New York, however, said the committee could only intervene if
payments to beneficiaries were affected.  While there was some
question as to the fund's long-term solvency, Delta said it would
not cut its benefit payments.

Bankruptcy Judge Adlai Hardin, in his first hearing since taking
over Delta's case, agreed that the retirees' committee had no
standing to control how Delta makes its payments, so long as
retiree claims are paid normally.  Should Delta alter its
payments, then the retiree committee could return with a more
suitable payments.

The judge, however, noted that there was still a question of
whether Delta appropriately used the trust's money prior to
bankruptcy, but that legal action for any potential misuse was not
in the current purview of the bankruptcy court.  Judge Hardin also
repeatedly noted that he had no stance on whether Delta had been
using the disability and survivors money appropriately.

Judge Hardin took over the case from Judge Prudence Carter Beatty,
who took a medical leave last month.


DOCTORS HOSPITAL: Amends Chapter 11 Plan and Disclosure Statement
-----------------------------------------------------------------
Doctors Hospital 1997, L.P., delivered its first amended Chapter
11 Plan of Reorganization and an updated Disclosure Statement
explaining the amended plan to the U.S. Bankruptcy Court for the
Southern District of Texas, Houston Division.

                       Treatment of Claims

Pursuant to the Amended Plan, Allowed Claims under the BRS DIP
Financing Facility will be paid in accordance with the subordinate
rights of the Postpetition Junior Lender under the GE/BRS
Intercreditor Agreement.

The BRS DIP Financing Claim will accrue interest at the Prime Rate
without amortization through the third anniversary of the
Effective Date.  The Debtor states that General Electric Capital
Corporation has not agreed to this treatment of BRS claim.

Allowed Priority Tax Claims will receive the claim amount with
interest at a rate of 5% per annum, in equal annual Cash payments
on each anniversary of the Effective Date, until the second
anniversary of the Effective Date.

Class Three Allowed Other Secured Claims will receive, at the
Debtor's option, either:

   (i) the claim amount with interest at a rate of 5% per annum,
       in equal annual Cash payments on each anniversary of the
       Effective Date, until the sixth anniversary of the
       Effective Date; or

  (ii) reconveyance of its Collateral as is.

Allowed Other Secured Claims may be prepaid in whole or in part at
any time without penalty.

A full-text copy of the Debtor's first amended plan and disclosure
statement is available for a fee at:

    http://www.researcharchives.com/bin/download?id=060207202438

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.


DOCTORS HOSPITAL: DVI Complains Disclosure Statement is Inadequate
------------------------------------------------------------------
DVI Financial Services, Inc., complains that the Disclosure
Statement explaining the First Amended Plan filed by Doctors
Hospital 1997 LP, contains only the barest mention of DVI and the
DVI Collateral and is inadequate.  

There is no description of the DVI Collateral, no information
about how the Debtor values the DVI Collateral, and no information
as to what the Debtor considers to be the amount of DVI's secured
claim, John Mayer, Esq., at Ross, Banks, May, Cron & Cavin, P.C.,
in Houston, Texas, observes.

DVI asserts that it holds:

   a) a first priority perfected security interest in medical
      equipment and furniture; and

   b) a written subordination agreement from GE HFS Holdings,
      formerly known as Heller Financial Services, Inc., of its
      blanket security interest with respect to the DVI
      Collateral.  

According to Mr. Mayer, the Debtor employed Wellspring Valuation
Ltd., to appraise its property and equipment.  The Debtor ought to
have a basis for evaluating secured claims for treatment in a plan
and, Mr. Mayer says, that information should appear in the
Disclosure Statement.  

Mr. Mayer contends that the Disclosure Statement describes a Plan
that cannot be confirmed.  "The Plan is not confirmable because it
fails to give to DVI and the holders of other secured claims the
indubitable equivalent of their collateral," Mr. Mayer explains.

In its Amended Disclosure Statement, the Debtor confirmed that as
of the Petition Date, it owed DVI $1,514,057.

In addition, the Debtor estimated the current value of the DVI
Collateral to be $135,000, however, the Debtor believes that DVI's
interest in the DVI Blanket Collateral is of little or no value.

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.


ESSELTE GROUP: Sr. Notes Redeemed & Moody's Withdraws Ratings
-------------------------------------------------------------
Moody's Investors Service has withdrawn the debt ratings of
Esselte Group Holdings AB following the announcement that the
company has redeemed all of its senior notes with proceeds from
the sale of its DYMO division to Newell Rubbermaid.

This rating was withdrawn:

   * Corporate family rating of B2.

Esselte, incorporated in Sweden, with executive offices in
Stamford, Connecticut, is a leading manufacturer of office
supplies and other creative products.  The company's brands
include Esselte, Leitz, Pendaflex, Oxford and Xyron.


ERA AVIATION: Offshore Wants to Investigate CapitalSource
---------------------------------------------------------
Offshore Aviation, Inc., SEACOR Holdings Inc., Era Helicopters LLC
and ERA FBO LLC want to recover approximately $1.5 million in
customer payments mistakenly sent to Era Aviation, Inc.  

To facilitate the recovery, Offshore and its affiliates ask
permission from the U.S. Bankruptcy Court for the District of
Alaska to examine CapitalSource Finance LLC pursuant to Rule 2004
of the Federal Rules of Bankruptcy Procedure.

                   Lockbox Confusion

Offshore purchased all of the outstanding shares of Era Aviation,
Inc., from Rowan Companies, Inc., in December 2004.  Era
Aviation's business at the time of the sale included:

     -- a regional airline service;
     -- a helicopter service; and
     -- a fixed base operations business.

In May 2005, Offshore sold the regional airline service to the
Debtor and Era Aviation Investment Group.  CapitalSource financed
the Debtor's purchase of the airline service business through two
terms loans and a revolving loan.

Prior to the sale of the airline service business, Offshore
notified its customers that payments related to its remaining
helicopter service and fixed-base operations businesses must be
sent to a new lockbox in Philadelphia, Pennsylvania.

Despite the notice, some customers continued to inadvertently
remit their payments to the old lockbox, which, after the sale,
was controlled by the Debtor.

On Nov. 1, 2005, after acknowledging Offshore's right to
approximately $1.5 million in customer payments mistakenly sent to
its lockbox, the Debtor informed Offshore that it could not return
the monies because they had been "swept out" of the account by
CapitalSource.   

Offshore subsequently filed a lawsuit against the Debtor in the
Superior Court for the State of Washington for alleged conversion
and breach of contract.  The lawsuit was stayed when the Debtor
filed for bankruptcy protection.  

                      Rule 2004 Probe

Through a Rule 2004 examination, Offshore wants to quickly
determine what happened to their the customer payments and what
role, if any, CapitalSource played in its loss.

Michael R. Mills, Esq., at Dorsey & Whitney LLP, tells the
Bankruptcy Court that a finding that the Debtor or CapitalSource
improperly converted Offshore's monies would affect the
"liabilities and financial condition of the debtor" and would
"affect the administration of the debtor's estate."

Offshore wants to depose four CapitalSource officers:

    * Michael Ball -- the CapitalSource auditor who examined the
      Debtor's books and records and who became aware that the
      Debtor had received but not returned Offshore's customer
      receipts.

    * Steven Muscles -- the CapitalSource banker who had principal
      responsibility for the CapitalSource loan to the Debtor, and
      presumably the establishment of separate lock box mechanisms
      to ensure proper division of post-closing revenues.

    * Jim Peterson and Jennifer Rancilio -- CapitalSource
      representatives that were on the old Era Aviation board.

Offshore also wants CapitalSource to produce documents relevant to
its investigation by Feb. 20, 2006.

Headquartered in Anchorage, Alaska, Era Aviation, Inc. --
http://www.flyera.com/-- provides air cargo and package express   
services.  The Debtor filed for chapter 11 protection on Dec. 28,
2005.  Cabot C. Christianson, Esq., at Christianson & Spraker,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


EQUATOR CORP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Equator Corp.
        2801 West Sam Houston Parkway North
        Houston, Texas 77043-1611

Bankruptcy Case No.: 06-30414

Type of Business: The Debtor manufactures household
                  laundry equipment.  See
                  http://www.equatoronline.com/

Chapter 11 Petition Date: February 5, 2006

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Jesse Blanco, Jr., Esq.
                  Law Office of Jesse Blanco, Jr.
                  P.O. Box 680875
                  San Antonio, Texas 78268
                  Tel: (210) 509-6925
                  Fax: (210) 509-6903

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


EXIDE TECHNOLOGIES: Has Until February 27 to Object to Claims
-------------------------------------------------------------
Reorganized Exide Technologies and its reorganized debtor-
affiliates sought and obtained the U.S. Bankruptcy Court for the
District of Delaware's approval to extend their claims objection
deadline through and including February 27, 2006.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub, P.C., in Wilmington, Delaware, relates that the
Reorganized Debtors have made substantial progress in resolving
numerous claims filed in their Chapter 11 cases.

Specifically, the Reorganized Debtors have:

    * filed 26 omnibus claim objections, two individual objections
      to claims, and consensually resolved numerous other claims;

    * reviewed, reconciled and resolved about 3,600 claims,
      reducing the total amount of outstanding claims by more than
      $1,800,000,000; and

    * completed seven quarterly distributions to creditors under
      the confirmed Plan of Reorganization, consisting of
      distributions on 2,000 claims totaling $1,500,000.

However, the Reorganized Debtors need more time to review and
resolve the 1,500 remaining claims, Mr. O'Neill tells Judge
Carey.

For this reason, the Reorganized Debtors ask the Court to further
extend their Claims Objection Deadline through and including
August 31, 2006, without prejudice to their rights to seek
additional extensions.

Mr. O'Neill explains that the extension will allow the
Reorganized Debtors more time to continue evaluating the claims
filed against the estate, prepare and file additional objections
and, where possible, consensually resolve the claims.

                Court Defers Entry of Final Decree

Since the Reorganized Debtors require additional time to complete
the claims reconciliation process and resolve other outstanding
post-confirmation issues, Judge Carey -- at the Reorganized
Debtors' behest -- defers entry of a final decree closing the
Chapter 11 case pursuant to Rule 5009-1 of the Local Rules of
Bankruptcy Practice and Procedure of the U.S. Bankruptcy Court
for the District of Delaware.

"The entry of a final decree closing this chapter 11 case shall
be deferred until such time as the Court enters a final decree
closing this case," Judge Carey says.

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and     
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represent the Debtors in their restructuring efforts.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts. (Exide Bankruptcy News, Issue No. 80;
Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC' from 'CCC+' because of
Exide's continued poor operating performance and rising debt
leverage.

The senior secured rating on Exide's recently enlarged first-lien
credit facility was lowered to 'CCC' from 'B-', and the recovery
rating was lowered to '2' from '1', because of the lower corporate
credit rating and the weaker asset protection for the enlarged
facility.  The senior secured rating and the recovery rating
reflect Standard & Poor's expectation that lenders will realize a
substantial recovery of principal (80%-100%) in the event of
default or bankruptcy.
     
The senior secured rating on Exide's second-lien notes was lowered
to 'CC' from 'CCC', reflecting the lower corporate credit rating
and an increase in priority debt.


FARMLAND IND: Trustee Wants to Sell United Stake to Bay State
-------------------------------------------------------------
J.P. Morgan Trust Company, N.A., in its capacity as Liquidating
Trustee of FI Liquidating Trust appointed in Farmland Industries,
Inc., and its debtor-affiliates' chapter 11 cases, asks the U.S.
Bankruptcy Court for the Western District of Missouri for
permission to sell all of the Debtors' right, title and one-third
interest in United Processors, LLC, to Bay State Milling Company,
free and clear of liens, claims and interest.

The Liquidating Trustee tells the Court that Bay State has offered
to purchase the United Processors stake for $150,000.

The Liquidating Trustee says that it previously marketed the
United stake to potential buyers but no one was interested.  The
Liquidating Trustee believes that the purchase price for the
United stake is fair and reasonable, and the proposed sale is in
the best interests of the Debtors' estate, creditors and other
parties in interest.  The Liquidating Trustee relates that the
proceeds of the sale will be distributed in accordance with the
Plan.

The Liquidating Trustee argues that the sale of the United stake
free and clear of all liens, encumbrances, claims and interests is
warranted because:

    (i) the purchase price will exceed all other liens, claims
        and interests that could be asserted against the assets;

   (ii) any other holders of liens, claims or interests in the
        assets could be compelled to accept a money judgment for
        their interest in the assets; and

  (iii) any alleged right of first refusal or similar anti-
        alienation right is an interest that is the subject of a
        bona fide dispute.

                  About United Processors LLC

United Processors LLC evaluates, builds, and acquires businesses
and operations with an emphasis in the flour milling industry.  
United Processor is currently owned in equal third interests by
Farmland Industries, Inc., Bay State Milling Company, and Cenex
Harvest States Cooperatives.  United Processor's only holding is a
66.42% interest in Rocky Mountain Milling LLC, which operates a
flour mill in Colorado.

                 About Bay State Milling Company

Bay State Milling Company -- http://www.baystatemilling.com/--
operates flour mills in the Bay State and other states.  The
company provides U.S. wholesale and retail bakers, as well as
bakery and food service distributors, will a variety of flour
products.  It mills about 7 million pounds of flour each day and
specializes in rye, durum, and whole wheat flours. Subsidiary
Rocky Mountain Milling produces organic wheat flours.  The company
is owned by the Rothwell family and was formed by Bernard Rothwell
in 1899.  Bay State Milling operates facilities in the eastern,
midwestern, and southwestern US.

                 About Farmland Industries, Inc.

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq. of
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of $1.9
billion.  Pursuant to the Second Amended Joint Plan of
Reorganization filed by Farmland Industries, Inc. and its debtor-
affiliates, the court declared May 1, 2004, as the Effective Date
of the Plan.


FLOWERS FOODS: Earns $11 Million in Fourth Quarter Ended Dec. 31
----------------------------------------------------------------
Flowers Foods (NYSE: FLO) reported sales of $396.5 million for its
12-week fourth quarter ended on Dec. 31, 2005, a 9.7% increase
over the $361.4 million reported for the fourth quarter last year.  
Sales for fiscal 2005 increased 10.6% to $1.716 billion.

Net income for the fourth quarter was $11.7 million compared to
$7.5 million for the fourth quarter of 2004, a 57% increase.  
Net income for fiscal 2005 was $61.2 million, a 21% increase over
the prior year.

"The operating strength of Flowers Foods is evident in our 2005
results," George E. Deese, chairman, chief executive officer and
president, said.  "Through challenges brought on by Hurricane
Katrina and opportunities presented by changes in the industry,
our team continued to perform well in the marketplace.  It is
particularly gratifying to report strong earnings growth in a year
when the company suffered the temporary loss of a bakery, the
disruption of our Gulf Coast markets, and the high costs that
followed the hurricane.  As we have previously discussed, new
production capacity that we expect to be operational in the second
quarter of 2006 will allow us to produce closer to our growth
markets, and thereby require less product transportation, which we
believe should enable us to achieve our 2006 guidance.  Until the
new capacity is online, we will incur incremental transportation
costs to capture the sales opportunities in the marketplace."
  
At Dec. 31, 2005, assets totaled $844 million and liabilities
totaled $332 million, resulting in a stockholders' equity of $512
million.
  
Headquartered in Thomasville, Georgia, Flowers Foods, Inc. --
http://www.flowersfoods.com/-- is one of the nation's leading  
producers and marketers of packaged bakery foods for retail and
foodservice customers.  Flowers operates 35 bakeries that produce
a wide range of bakery products marketed throughout the
Southeastern, Southwestern, and mid-Atlantic states via an
extensive direct-store-delivery network and nationwide through
other delivery systems.  Among the company's top brands are
Nature's Own, Cobblestone Mill, Sunbeam, BlueBird, and Mrs.
Freshley's.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Moody's Investors Service placed the Ba2 corporate family rating
for Flowers Foods, Inc. under review for possible upgrade.  
Moody's says the review is prompted by:

   * Flowers' continuing solid operating performance;
   * its strong organic growth; and
   * its conservative capital structure.


FLOWERS FOODS: Inks Merger Deal to Acquire Derst Baking
-------------------------------------------------------
Flowers Foods, Inc. (NYSE: FLO) reached an agreement to acquire
Derst Baking Company, headquartered in Savannah, Georgia.  The
transaction, expected to be complete within a few weeks, will be
accomplished as a merger involving the exchange of Flowers Foods
common stock for Derst Baking Company stock.

Derst Baking Company, which operates profitably on annualized
sales of approximately $50 million, is a family-owned business
with one bakery in Savannah.  The company employs 475 people and
operates 165 direct-store-delivery routes that serve customers and
consumers in South Carolina, eastern Georgia, and north Florida
with fresh breads and rolls under the Captain John Derst's Old
Fashioned Bread and Sunbeam brands.

"The Derst family name has been a part of the U.S. bakery business
for 139 years and we are fortunate to have this fine organization
merge with Flowers Foods," George E. Deese, Flowers Foods'
chairman of the board, chief executive officer and president said.  
"The merger will provide more efficient service as well as new
products and brands throughout the territories served, which will
benefit Flowers Foods and Derst Baking as well as our customers."

Deese noted Derst Baking Company will operate under its current
name as a part of Flowers Foods Bakeries Group.

Headquartered in Thomasville, Georgia, Flowers Foods, Inc. --
http://www.flowersfoods.com/-- is one of the nation's leading  
producers and marketers of packaged bakery foods for retail and
foodservice customers.  Flowers operates 35 bakeries that produce
a wide range of bakery products marketed throughout the
Southeastern, Southwestern, and mid-Atlantic states via an
extensive direct-store-delivery network and nationwide through
other delivery systems.  Among the company's top brands are
Nature's Own, Cobblestone Mill, Sunbeam, BlueBird, and Mrs.
Freshley's.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Moody's Investors Service placed the Ba2 corporate family rating
for Flowers Foods, Inc. under review for possible upgrade.  
Moody's says the review is prompted by:

   * Flowers' continuing solid operating performance;
   * its strong organic growth; and
   * its conservative capital structure.


GLOBO COMUNICACAO: Moody's Lifts Foreign Currency Rating to B1
--------------------------------------------------------------
Moody's Investors Service upgraded the foreign currency corporate
family rating of Globo Comunicacao e Participacoes S.A., to B1
from Caa3.  The rating action primarily reflects the successful
completion of Globo's debt restructuring program, leading to a
significantly more manageable debt amortization schedule.

Moreover, the upgrade to B1 reflects Globo's improved corporate
structure, as a result of the merger of TV Globo Ltda., and
divestiture of some weaker performing businesses.  The action also
reflects much improved credit metrics over the past two years as
Globo benefits from the more favorable economic and advertising
environment in Brazil.  The outlook is stable.

Among other factors, Globo's B1 rating reflects a highly cyclical
business that is susceptible to the volatile Brazilian economic
environment; the fact that the majority of its restructured debt
and a small part of its programming costs remain denominated in
foreign currency; the company's high fixed cost base stemming from
its high quality programming strategy; as well as its limited
historic performance post-restructuring.  

More positively, the B1 rating mainly reflects Globo's position as
the dominant broadcast company in Brazil with over 55% of total
audience share, a position supported by its high quality
programming.  The rating also reflects the company's improved
liquidity and ability to meet its debt obligations following the
debt restructuring, and Globo's steps over the past few years to
improve its cost structure.

Upgrades:

   Issuer: Globo Comunicacao Participacoes S.A.

      *Corporate Family Rating, Upgraded to B1 from Caa3

Withdrawals:

   Issuer: Globo Comunicacao Participacoes S.A.

      *Issuer Rating, Withdrawn, previously rated Ca

                      About Globo Comunicacao

Headquartered in Rio de Janeiro, Globo is Brazil's largest media
group, owned by the Marinho family and formed from the merger of
TV Globo Ltda., with and into Globo Comunicacoes e Participacoes
S.A. in 2005.  TV Globo is Brazil's leading broadcast TV network,
including an internet operation and sound business, and accounts
for over 85% of Globo's revenues and EBITDA.  Globo has other
business activities including: magazine publishing and printing,
pay-TV production and programming, and interests in Brazil's
leading satellite direct-to-home and cable operator.


GOODYEAR TIRE: Will Release Fourth Quarter Financials on Feb. 16
----------------------------------------------------------------
The Goodyear Tire & Rubber Company will report fourth quarter 2005
financial results before the market opens on Thursday, Feb. 16,
2006, to be followed by an investor conference call at 10 a.m.
EST.

The company anticipates record sales of almost $20 billion for the
full year and more than $4.9 billion for the fourth quarter.  It
expects 2005 segment operating income to be up between 20% and 25%
from 2004.  Excluding the impact of hurricanes in the U.S. Gulf
Coast region, fourth quarter segment operating income is expected
to approximate the $238 million achieved in the prior year period.

Goodyear said raw material costs increased approximately 13% for
the fourth quarter, more than it had anticipated.  Consistent with
its plans to focus on its cash and working capital requirements,
Goodyear reduced global tire inventories through production
adjustments during the quarter, particularly in Europe and Latin
America.

"Our strong 2005 results show the impact of Goodyear's innovative
new products around the world and improved marketing and give us a
solid foundation for the next stage of our turnaround," said
Robert J. Keegan, chairman and chief executive officer.

"During the quarter, global product demand, including that for new
Goodyear tires such as Assurance in North America and Ultra Grip 7
in Europe, remained strong and continued to drive a richer product
mix," Mr. Keegan said.

"We are working worldwide to reduce our costs and working capital
needs, as well as to further improve our product and brand mix,"
Keegan added.  "Nevertheless, the escalating cost of raw materials
and currency fluctuations continue to challenge our businesses."

The executives who will participate in the conference call are:

   -- Robert J. Keegan, chairman and chief executive officer;

   -- Richard J. Kramer, executive vice president and chief
      financial officer; and

   -- Darren R. Wells, senior vice president, business development
      and treasurer.  

They will review Goodyear's fourth quarter and full-year results.

Prior to the commencement of the call, Goodyear will post the
financial and other statistical information that will be presented
on its Web site at http://investor.goodyear.com/

Shareholders, members of the media and other interested persons
may access the conference call on the Web site or via telephone by
calling (706) 634-5954 before 9:55 a.m. on February 16.  A taped
replay of the conference call will be available at 2:00 p.m. that
day by calling (706) 634-4556.  The call replay will also remain
available on the Web site.

Headquartered in Akron, Ohio The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's
largest tire company.  The company manufactures tires, engineered
rubber products and chemicals in more than 90 facilities in 28
countries.  It has marketing operations in almost every country
around the world.  Goodyear employs more than 80,000 people
worldwide.

                            *   *   *

Goodyear's 9% Senior Notes due 2015 carry Moody's Investor
Service's B3 rating, Standard & Poor's B- rating, and Fitch
Ratings' CCC+ rating.


HANDMAKER JEWISH: Files Plan & Disclosure Statement in Arizona
--------------------------------------------------------------
Handmaker Jewish Services for the Aging unveiled to the U.S.
Bankruptcy Court for the District of Arizona a Disclosure
Statement explaining its Plan of Reorganization.

                   Overview of the Plan

The Plan proposes to pay all allowed administrative priority
claims in full while secured creditors will be paid according to
agreements reached by the Debtor and creditors.  Once it emerges,
the Reorganized Debtor will repay its unsecured creditors by
making distributions from a portion of adjusted net revenues
earned in the future.  The Debtor will assume all necessary
executory contracts for the continued operation of the multiple
residence-retirement community complex.

                        Plan Funding

The Debtor tells the Court that the Plan will be funded using the
net operating income generated by the Debtor's facility and
contributions from benefactors.  The existing management for the
Debtor will be provided by HME, Inc., pursuant to the terms of the
existing Management Service Contract, until Aug. 31, 2006.  After
that, the management will be as selected by the Debtor's Board of
Directors.

                    Treatment of Claims

Under the plan, all administrative claims will be paid in full.

The Priority Claim of the Internal Revenue Service will be paid
$1,000 per month with 6% interest post confirmation until
satisfied.

Employee Priority Claims will be paid or honored according to the
Debtor's human resource policies and in the ordinary course of
business.

Resident Refund Claims will be paid at the time a resident leaves
the Debtor's facility.

Claims of bondholders are comprised of holders of tax exempt bonds
issued by the Industrial Development Authority of the County of
Pima, with Wells Fargo Bank, National Association, as the
successor Bond Trustee under the Bond Indenture.  The bondholders'
claim of $21,469,699 is secured by the Debtor's improved real
property, and the equipment and machinery in the property together
with monies held by the Bond Trustee for the bondholders.

The plan proposes to bifurcate the Bondholders' claim under
Section 506(b) of the Bankruptcy Code.  The secured portion of the
claim will be allowed in the amount of the value of the collateral
less the:

    * amount of any monies paid to the Bond Trustee from Sept. 30,
      2005 until the effective date; and

    * the amount of the reserve funds held by the Bond Trustee as
      of Sept. 30, 2005.

The secured portion of the bondholders' claims will continue to be
secured by a continuing lien on all collateral and will be paid
according to the terms of the indenture together with 5.5% annual
interest.

The unsecured portion of the bondholders' claims will share pari
passu and pro rata with other general unsecured creditors.  
Unsecured creditors will receive, three times a year, for three
years, 100% of the net cash flow from the Debtor's operations,
less reserves as the Debtor's management and its Board of
Directors deem reasonably prudent.  

If the Bond Trustee decides to make a Section 1111(b) election,
then the bondholders' claim will:

    (a) be secured by a continuing lien on all collateral; and

    (b) be paid in 360 monthly installments equal to:

         -- $45,000 per month for the first 120 months,
         -- $60,000 per month for the second 120 months, and
         -- $75,000 per month for the final 120 months;

The payment terms for Cardinal Health's secured claim of $50,540,
less any amount paid before the effective date, will be extended
for six months with a corresponding reduction in the monthly
payments.

Citicorp Vendor Finance, Inc.'s claim of:

    * $21,125, which is secured by copiers and
    * $10,065, which is secured by printers,

will be amortized over 75 months, instead of 60 months, with a
corresponding reduction in the monthly payment and paid in equal
monthly installments.

Dell Financial Services secured claim of $6,628 will be amortized
over 48 months, instead of 36 months, with a corresponding
reduction in the monthly payment and paid in equal monthly
installments.

The $19,310 secured claim of Holmes Tuttle Ford, Inc., will be
amortized over 78 months with interest at the contract rate and a
corresponding reduction in the monthly principal and interest
payment based upon the longer amortization period.

The payment term of Medline Industries' secured claim will be
extended for six months with a corresponding reduction in the
monthly payment and paid in equal monthly installments.

The secured claim of Pitney Bowes for postage equipment totals
$6,900.  The Debtor says that its contract with Pitney will be
extended for six months with all other contract terms remaining
the same.

To compensate the secured claim of VGM Financial Services, the
contract will be extended from 36 months to 48 months with all
other contract terms remaining the same.

The Priority Claims of Arizona Department of Economic Security
will be paid in six monthly installments with interest of 6% post
confirmation.

Convenience Class Claims are defined as claim against the Debtor
for less than $1,000, or where a creditor elects to reduce a claim
to $1,000, will be paid in full in two installments:

    * 25% on the Effective Date, and
    * 75% in six months.

Headquartered in Tucson, Arizona, Handmaker Jewish Services for
the Aging owns and operates a multiple residence-retirement
community complex facility.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Ariz. Case No. 05-05924).
Michael W. McGrath, Esq., at Mesch Clark & Rothschild, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $10,384,351 in assets
and $21,625,125 in debts.


HASBRO INC: Earns $94.3 Million of Net Income in 2005 Fourth Qtr.
-----------------------------------------------------------------
Hasbro, Inc. (NYSE: HAS) reported its 2005 full year and fourth
quarter results.

For the year, the Company reported net earnings of $212.1 million,
compared to $196 million in 2004.  For the fourth quarter, the
Company reported net earnings of $94.3 million, compared to
$81.9 million last year.

For the year, worldwide net revenues were $3.1 billion, compared
to $3 billion a year ago.  For the fourth quarter, the Company
reported worldwide net revenues of $1.1 billion, an increase of
$12.7 million, compared to the prior year.

"Hasbro performed well in 2005. In a challenging environment we
delivered solid revenue growth, strong earnings growth and
operating cash flow was up significantly," Alfred J. Verrecchia,
President and Chief Executive Officer, said.  "While I am pleased
with our overall performance, in particular our STAR WARS product
line, the Games segment performance was below our expectations and
clearly there is opportunity for improvement this year."

At Dec. 25, 2005, assets totaled $3.3 billion and liabilities
totaled $1.5 billion, resulting in $1.7 billion stockholders'
equity.

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

                          *     *     *

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

These ratings were affirmed with a positive outlook:

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


HEATING OIL: Fund Receives Issuer Cease Trade Order from OSC
------------------------------------------------------------
Heating Oil Partners Income Fund (TSX:HIF.UN) has been advised by
staff of the Ontario Securities Commission that, in accordance
with OSC Policy 57-603, CSA Staff Notice 57-301 and the disclosure
contained in the Fund's Dec. 28, 2005 press release and related
material change report, the OSC will issue an issuer cease trade
order upon the Fund's failure to file its Dec. 31, 2005 interim
financial statements, which are due on March 1, 2006.

Under an issuer cease trade order, all trading in the Fund's
securities is ceased permanently, or for such other period as is
specified in the order.  The possibility of such an action by the
OSC was noted by the Fund.  The Fund expects that other Canadian
securities regulatory authorities will issue comparable orders.

On Sept. 26, 2005, the Petition Date, the Fund's principal
operating subsidiary, Heating Oil Partners, L.P., and certain
other affiliates of the Fund filed a voluntary petition for
reorganization under Chapter 11 of the United States Bankruptcy
Code and obtained recognition of those proceedings in Canada under
the Companies' Creditors Arrangement Act.

In the press release on Dec. 28, 2005, the Fund disclosed that,
given the level of the Company's pre-Petition Date secured debt,
which ranks ahead of the Fund's indirect investment in the
Company, it is the Fund's expectation that unitholders will not
receive any consideration in respect of the Fund's investment in
the Company upon completion of the restructuring process.  The
investment in the Company is the Fund's only material asset.

Consequently, subsequent to the release of the Sept. 30, 2005
financial results, the Fund no longer intends to file annual and
interim financial statements and the related management's
discussion and analysis or annual information forms in accordance
with applicable Canadian securities legislation, in view of the
expense and diversion of management resources associated with the
continuation of such filings.  The Fund will continue to file news
releases and material change reports in accordance with the timely
disclosure requirements of applicable Canadian securities laws,
and intends to file other material information concerning its
affairs as provided in Ontario Securities Commission Policy 57-603
during the periods in which it is otherwise in default of
applicable financial statement filing requirements.

             About Heating Oil Partners Income Fund

Heating Oil Partners Income Fund -- http://www.hif-un.com/-- is   
an open-ended limited purpose trust established under the laws of
the Province of Ontario by a declaration of trust dated Mar. 20,
2002, as amended and restated as of May 9, 2002.  The Fund has
been established to hold the securities of a Canadian holding
company, HOP Holdings Inc., including its common shares and notes.
HOP Holdings Inc., in turn, owns shares of common stock of the
general partner and limited partnership interests of Heating Oil
Partners, L.P., a limited partnership formed under the laws of
Delaware on October 27, 1995.

                 About Heating Oil Partners L.P.

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.
-- http://www.hopheat.com/-- is one of the largest residential    
heating oil distributors in the United States, serving
approximately 150,000 customers in the Northeastern United States.
The Company's primary business is the distribution of heating oil
and other refined liquid petroleum products to residential and
commercial customers.  The Company and its subsidiaries filed for
chapter 11 protection on Sept. 26, 2005 (Bankr. D. Conn. Case No.
05-51271) and filed for recognition of the chapter 11 proceedings
under the Companies' Creditors Arrangement Act (Canada).  Craig I.
Lifland, Esq., and James Berman, Esq., at Zeisler and Zeisler,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$127,278,000 in total assets and $155,033,000 in total debts.


INTERNATIONAL PAPER: Earns $1.1 Billion of Net Income on 2005
-------------------------------------------------------------
International Paper reported full-year 2005 net earnings of $1.1
billion compared with a loss of $35 million in 2004.  The company
posted a net loss of $77 million for the three-months ended Dec.
31, 2005, compared with earnings of $169 million in the fourth
quarter of 2004 and $1 billion in the third quarter of 2005.

Net sales increased in both the 2005 fourth quarter and full year.
Fourth-quarter net sales rose to $6.1 billion from $6 billion in
both the fourth quarter of 2004 and the third quarter 2005.  Full-
year 2005 net sales were $24.1 billion compared with $23.4 billion
in 2004.

Operating profits of $397 million for the 2005 fourth quarter were
lower than third-quarter 2005 operating profits of $489 million,
mainly because of high input costs.  Full-year 2005 operating
profits were $1.9 billion versus $2.0 billion in 2004.

"Input costs skyrocketed in the fourth quarter, especially in
October and November," said John Faraci, the Company's chairman
and chief executive officer. "They were above the already high
year-to-date levels -- this put a big dent in our margins.
Volumes, however, were better than we expected in the fourth
quarter, especially in containerboard and printing papers."

Commenting on the first quarter of 2006, Mr. Faraci said, "We
expect first quarter results to be flat with fourth quarter, with
somewhat lower earnings from land sales.  While natural gas prices
are trending down, costs for chemicals and fuel oil are trending
up from already high levels in fourth quarter, so we expect
overall input costs to be about flat.  Given this continued cost
pressure, operational improvement remains a priority.  We expect
volumes to be seasonally slow early in the quarter, with some
pick-up in March.  However, I feel good about the dynamics of
what's happening in our business right now, as we gained some
price momentum late in the fourth quarter that we expect will
carry into the first quarter, particularly in our printing papers
and packaging business."

International Paper's balance sheet showed $28.5 billion in total
assets at Dec. 31, 2005, and liabilities of $20.2 billion.

                 About International Paper

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

                         *     *     *

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

International Paper Company:

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

International Paper Capital Trust II:

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

International Paper Capital Trust IV:

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

Champion International Corporation:

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

Union Camp Corporation:

   * Senior Unsecured Baa2


INTERSTATE BAKERIES: Selling Viejo Lot to Stallion 15 for $3.4M
---------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates sought
and obtained the U.S. Bankruptcy Court for the Western District of
Missouri's permission to sell their property located at 23981
Alicia Parkway, in Mission Viejo, California, to Stallion 15 LLC,
for $3,400,000, free and clear of all liens, claims and
encumbrances.

The Mission Viejo Property includes approximately 1.19 acres of
land with an approximately 8,640-square foot building.  A portion
of the Building is currently leased to Action Automotive
Electric, now known as Action Dealer Electric and Air.

Since September 2005, the Debtors, with the assistance of Hilco
Industrial, LLC and Hilco Real Estate LLC conducted marketing
efforts for the Mission Viejo Property.  Pursuant to a Jan. 11,
2006 auction, they have determined that the $3,400,000 offered by
Stallion 15 represents the highest and best offer for the Mission
Viejo Property.

As the stalking horse bidder, Stallion 15 agreed to purchase the
Mission Viejo Property for $2,326,000 before the Auction, Paul M.
Hoffman, Esq., at Stinson Morrison Hecker LLP, in Kansas City,
Missouri, relates.  Stallion 15 has deposited $232,600, which is
being held in escrow until all closing conditions are met.

The Mission Viejo Property is being sold as-is, where-is, with no
representations or warranties, reasonable wear and tear and
casualty and condemnation excepted.

Notwithstanding anything to the contrary, the Court authorizes
the Debtors to pay outstanding real and personal property taxes
for the tax year 2004-2005 with respect to the Property totaling
$10,206 to the Orange County Tax Collector at Closing.  The Court
disallows penalties on 2004-2005 Property Taxes.

Judge Venters further authorizes the Debtors to assume and assign
the Action Automotive Lease to Stallion 15.  The cure claim for
the Action Automotive Lease is $0.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6.0% senior subordinated convertible notes due August 15, 2014,
on August 12, 2004) in total debts.  (Interstate Bakeries
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MIRANT CORP: 19 Creditors Demand $93 Million in Admin. Payments
---------------------------------------------------------------
Nineteen creditors estimate that certain of the reorganized
debtor-affiliates' of Mirant Corporation or the unreorganized
debtors owe them in aggregate more than $93,000,000 in
administrative expenses:

     Creditor                                 Claim Amount
     -----------                              ------------
     AON Consulting, Inc.                          $76,102
     CSX Transportation, Inc.                    3,651,172
     Chemithon Corporation                       4,520,425
     Farrell Construction Services                  46,480
     General Electric Capital Corporation     unliquidated
     Illinois Department of Revenue                161,386
     Niagara Mohawk Power Corporation               60,000
     Potomac Electric Power Company             78,000,000
     Vogt-NEM, Inc.                                997,960
     State of New York, et al.                   4,120,000
     Stone & Webster, et al.                     1,849,679
     William Croissant, et al.                unliquidated

Jo E. Hartwick, Esq., at Stutzman Bromberg Esserman & Plifka,
P.C., in Dallas, Texas, tells the Court that PEPCO's
administrative claim is in excess of:

   * $70,000,000 results from Mirant Corporation's postpetition
     shutdown of the Potomac River Facility and its obligations
     under that certain Local Area Support Agreement; and

   * $8,000,000 results from Mirant's failure to execute certain
     certificates for pollution control bonds.

Ms. Hartwick says that the stated Administrative Claim amounts
remain subject to final determination and calculation.

The State of New York and the New York State Department of
Environmental Conservation assert payment of administrative
expense against the unreorganized New York Debtors -- Mirant New
York, Inc., Mirant Lovett LLC, Mirant Bowline LLC, Hudson Valley
Gas Corporation, and Mirant New York Gen LLC.  Maureen F. Leary,
the State's assistant attorney general, says that the New York
Claim is based on environmental compliance obligations and
postpetition penalties and regulatory fees incurred and to be
incurred by the New York Debtors during the pendency of their
Chapter 11 cases.

Chemithon's Claim arises from Mirant's 2005 contractual
obligations relating to two projects -- "Temporary Flue Gas
Conditioning System" and "SafeDeNox (Urea to Ammonia)" system --
at the generation stations in Morgantown and Chalk Point.

CSX Transportation and Mirant Americas Energy Marketing, LP, are
parties to two railroad transportation contracts, Contract Nos.
CSXT-C-68229 and CSXT-C-68229, pursuant to which CSX agreed to
transport coal from various originating mines to MAEM's power
generating stations at certain specified rates.  Joseph A.
Friedman, Esq., at Kane, Russel, Coleman & Logan, P.C., in
Dallas, Texas, says that CSX Transportation's Claim represents
MAEM's unpaid freight bills for both Contracts and other rail
contracts.

William Croissant, Patricia Croissant, Swinging Bridge, Inc., Old
Mongaup Corporation and GE Capital notify the Court of their
administrative expense claim out of an abundance of caution, as
their Claims cannot yet be determined.

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.


KAISER ALUMINUM: KACC Files Admin. Claim Against Debtors' Estates
-----------------------------------------------------------------
On February 15, 2005, the U.S. Bankruptcy Court for the District
of Delaware approved a settlement agreement among Kaiser Aluminum
Corporation, its debtor-affiliates and the Official Committee of
Unsecured Creditors regarding the resolution of prepetition and
postpetition intercompany claims.

Pursuant to the Intercompany Claims Settlement, the Liquidating
Debtors -- Alpart Jamaica, Inc., Kaiser Jamaica Corporation,
Kaiser Alumina Australia Corporation and Kaiser Finance
Corporation -- have obligations to pay certain amounts to Kaiser
Aluminum & Chemical Corporation.  Although most of the amounts
have been paid, the Liquidating Debtors' estates still have
obligations to KACC under the Intercompany Claims Settlement that
may require additional payments.

On December 20, 2005, the Court confirmed the Liquidating Debtors'
Joint Plans of Liquidation.  The Plans became effective two days
later.  Each of the Liquidating Plans classifies Intercompany
Claims in Class 4 and provides that Intercompany Claims are
entitled to receive the treatment in the Intercompany Claims
Settlement.

In light of the Confirmation Order and out of an abundance of
caution, KACC asserts, to the extent necessary, a protective
administrative claim against the Liquidating Debtors' estates to
preserve its right to payment of amounts due under the
Intercompany Settlement Agreement.

A copy of the protective administrative claim has been served on
the Distribution Trustee for the Liquidating Debtors and counsel
for the Official Committee of Unsecured Creditors.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 89; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KMART CORP: Court Lifts Stay to Let 3 Claimants to Pursue Lawsuits
------------------------------------------------------------------
Three personal injury claimants ask the U.S. Bankruptcy Court for
the Northern District of Illinois to lift the automatic stay to
enable them to proceed with their litigation against Kmart
Corporation:

   (1) Gloria McClay,
   (2) Shirley Weinstein, and
   (3) Sarah Blair

Ms. McClay filed a complaint against Kmart in 1999 to recover
damages resulting from a personal injury -- and related
complications -- sustained at a Kmart store in April 1997.
Ms. McClay's complaint was filed in the Eighteenth Judicial
Circuit, Brevard County, Florida.

Ms. Weinstein holds a $375,000 administrative expense claim
against Kmart for personal injuries sustained on February 24,
2002, at K-Mart Store No. 7556 located in Deerfield Beach,
Broward County, Florida.

Ms. Blair, on the other hand, suffered personal injuries when a
metal pole fell on her while she was at Kmart Store No. 4836.
Ms. Blair has requested for a mediation but Kmart refused.

The Claimants have exhausted efforts to settle their claims
against Kmart pursuant to the Claims Resolution Procedures.  
Still, they were not able resolve their claims.

                          *     *     *

The Court lifts the automatic stay and the Plan Injunction to
permit the Claimants' litigation to proceed and continue to a
final judgment or settlement.

Judge Susan Pierson Sonderby clarifies that the Agreed Orders will
remain in effect with respect to any and all actions by the
Claimants to execute on any final judgment or settlement against
Kmart and its estate.

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)


KOPPERS INC: Moody's Raises Rating on 9.875% Parent Bonds to Caa1
-----------------------------------------------------------------
Moody's Investors Service raised its ratings for Koppers Inc., and
Koppers Holdings Inc., following the recently completed initial
public offering of KHI and the use of IPO net proceeds to redeem
approximately $109 million of Koppers' senior secured notes.  The
IPO adds a credit-friendly layer of junior capital and a potential
source of external financing, and the debt reduction restores
KHI's consolidated credit metrics to levels that the company had
prior to the issuance of its discount notes, in Nov. 2004.  

Koppers' businesses are performing well and benefiting from strong
aluminum, steel and railroad demand.  The ratings are constrained
by the cyclicality underlying many of Koppers' businesses and by
uncertainty related to legal proceedings, antitrust
investigations, and disclosed deficiencies in the design and
operation of internal controls related to the company's
information systems.

In addition, KHI continues to have a modest equity base, even
after the IPO, and has indicated that it will pay a relatively
large common share dividend, approximately 4% yield.  This
completes the review of Koppers and KHI, which began in Sept.
2005.  The rating outlook for both companies is stable.

These ratings were affected by the action:

   For Koppers Holdings Inc.:

      * 9.875% senior discount notes due 2014 -- raised to Caa1
        from Caa2

      * corporate family rating -- raised to B1 from B2

   For Koppers Inc.:

      * 9.875% senior secured notes due 2013 -- raised to B1 from
        B2

On Feb. 2, 2005, KHI's IPO raised approximately $112 million in
net proceeds. KHI used all of the net proceeds to purchase stock
of Koppers Inc., which used such proceeds to redeem, at a premium,
$101.7 million aggregate principal amount of its 9.875% senior
secured notes due 2013.  This leaves approximately $218 million of
Koppers' senior secured notes outstanding.  There will be no
change to KHI's senior discount notes, which had an accreted value
of $136.5 million as of Sept. 30, 2005.

The discount notes are scheduled to accrete until going cash pay
on Nov. 15, 2009, when the accreted value will equal $203 million.  
KHI has indicated that its initial common stock dividend will be
$0.68 per share on an annual basis, which equates to a 4% dividend
yield and $14.1 million per year based on 20.7 million shares.

KHI's ratings are supported by its improved credit metrics
following the IPO, its global and diverse end markets, its leading
market position in many of its businesses, the stability provided
by its reliance on multi-year sales contracts, the essential
nature of its products, and its diversified raw material supply
base.  These strengths have made Koppers' financial performance
very stable and profitable, with EBITDA to sales in a narrow band
between 10-11.5%, except for a decline in performance in 2003.

Koppers' sales and margins expanded in 2005, and these
improvements should be sustained in the near term.  Factors
contributing to the improvement include higher prices for chemical
products, furnace coke, and railroad ties, improved spreads
between phthalic anhydride prices and naphthalene costs, and cost
savings achieved by restructuring and plant closures.

KHI's ratings also reflect the commodity nature of its products,
the maturity and cyclicality of the industries it serves, and the
high level of environmental risk associated with the carbon-based
chemical materials that it produces.  The ratings also embody
concern over a melange of issues that could lead to increased cash
outflows: antitrust investigations, product liability lawsuits,
legal costs, plant closure costs, underfunded defined benefit
pension plans; and disclosed deficiencies in the design and
operation of internal controls related to the company's
information systems.  While these may be deminimis on an
individual basis, in the aggregate they constrain the company's
ratings and will continue to do so until more of these issues have
been shown to be under control.

Koppers' senior secured notes are secured by a second priority
lien on all of the assets owned by Koppers and its subsidiaries
that secure its obligations under its senior secured (first lien)
credit facilities.  However, the book value of the tangible assets
securing the notes is only moderately greater than the secured
debt and, therefore, Koppers' senior secured notes are rated at
the corporate family rating of B1.  

The Caa1 rating for KHI's senior discount notes reflect the notes'
structural subordination to all indebtedness and other liabilities
of KHI's subsidiaries, their effective subordination to Koppers'
secured indebtedness, and the modest book value of the company's
tangible assets, $533 million, compared to KHI's total debt of
$544 million, which includes underfunded pension and operating
lease obligations per Moody's methodologies.  Per the indenture
for KHI's senior discount notes, KHI can pay dividends in an
amount equal to the capital contribution received by Koppers Inc.
from the IPO, plus 50% of Koppers' cumulative net income, which
permits considerable dividends to be paid prior to the first
semiannual cash interest payment due May 2010.

KHI's stable outlook reflects the company's solid performance
across several product lines, the stability provided by its multi-
year sales contracts, and its diversified raw materials supply
base.  KHI's ratings could be raised if debt, using Moody's
adjustments for pension and operating leases, to EBITDA drops
below 4.5x.  This ratio was 5.2x pro forma for the IPO.

Alternatively, KHI's ratings could be raised if it consistently
records free cash flow to adjusted debt above 7%.  In addition to
these holding company targets, Koppers' senior secured notes could
be notched higher than the corporate family rating if credit
facility and term loan balances were reduced to zero.

The ratings could be lowered if there are adverse developments
regarding any of the legal, environmental, internal control, and
accounting issues noted above, if leverage rises above 6 times, or
free cash flow to debt falls below 3% over an extended period.

Koppers Inc., headquartered in Pittsburgh, is a worldwide producer
of carbon compounds and treated wood products for use in a variety
of markets including the railroad, aluminum, chemical and steel
industries.  Koppers Inc. is the sole subsidiary of Koppers
Holdings Inc.


KULLMAN INDUSTRIES: Court Approves Lowenstein as Panel's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Kullman
Industries, Inc.'s chapter 11 proceeding, sought and obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Lowenstein Sandler PC as its counsel.

The Firm will:

  (a) advise in respect of the Committee's duties and powers;

  (b) assist the Committee in investigating the acts, conduct,
      assets, liabilities, and financial condition of the Debtor,
      the operation of the Debtor's business, potential claims,
      and any other matters relevant to the case or to the sale of
      assets or confirmation of a Plan of Reorganization;

  (c) participate in the formulation of a Plan;

  (d) assist the Committee in requesting the appointment of a
      Trustee or Examiner, should such action be necessary; and

  (e) perform other legal services as may be required and be in
      the interest of the Committee and creditors.

Bruce Buechler, Esq., a member at Lowenstein Sandler, discloses
his Firm's professionals bill:

            Designation            Hourly Rate
            -----------            -----------
            Members                $320 - $595
            Senior Counsel         $295 - $425
            Counsel                $265 - $375
            Associates             $165 - $300
            Legal Assistants        $75 - $150

Mr. Buechler assures the Court that his Firm does not hold any
interest adverse to the Committee.

Headquartered in Lebanon, New Jersey, Kullman Industries, Inc.
-- http://www.kullman.com/-- is a modular construction builder.
The company filed for chapter 11 protection on Oct. 17, 2005
(Bankr. D. N.J. Case No. 05-60002).  James N. Lawlor, Esq., at
Wollmuth, Maher & Duetsch, LLP represents the Debtor in its
restructuring efforts. When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and $10
million and debts between $10 million to $50 million.


KULLMAN INDUSTRIES: Committee Hires BDO Siedman as Accountant
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Kullman
Industries, Inc.'s chapter 11 proceeding sought and obtained
permission from the U.S. Bankruptcy Court for the District of New
Jersey to employ BDO Seidman, LLP, as its accountants and
financial advisors, nunc pro tunc to Nov. 7, 2005.

BDO Seidman will:

  (a) analyze the Debtor's pre- and postpetition financial
      operations as necessary;

  (b) perform forensic investigating services as requested by the
      Committee and counsel regarding the Debtor's prepetition
      activities in order to identify potential causes of action;

  (c) perform claims analysis for the Committee, as necessary;

  (d) verify the physical inventory of supplies, equipment and
      other material assets and liabilities, as necessary;

  (e) assist the Committee in its review of monthly statements of
      operations to be submitted by the Debtor;

  (f) analyze the Debtor's budgets, cash flow projections,
      restructuring programs, selling and general administrative
      structure and other reports or analyses prepared by the
      Debtor or its professionals in order to advise the Committee
      on the status of the Debtor's operations;

  (g) scrutinize cash disbursements on an on-going basis for the
      period subsequent to the petition date;

  (h) analyze transactions with insiders, related and/or
      affiliated companies;

  (i) prepare and submit reports to the Committee as necessary;

  (j) assist the Committee in its review of the financial aspects
      of a plan of reorganization to be submitted by the Debtor;

  (k) attend meetings of creditors and conferences with
      representatives of the creditor groups and their counsel;

  (l) prepare hypothetical orderly liquidation analyses;

  (m) monitor the sale and/or liquidation of any of the Debtor's
      assets;

  (n) analyze the financial ramifications of any proposed
      transactions for which the Debtor seeks Bankruptcy Court
      approval including, but not limited to, postpetition
      financing, sale of all or a portion of the Debtor's assets,
      management compensation and/or retention and severance
      plans;

  (o) render expert testimony on behalf of the Committee, as
      agreed by BDO Seidman;

  (p) provide assistance and analysis in support of potential
      litigation (including avoidance power actions) that may be
      investigated and/or prosecuted by the Committee;

  (q) analyze transactions with the Debtor's financing
      institution; and

  (r) perform other necessary services as the Committee or counsel
      to the Committee may request from time to time with respect
      to the financial, business and economic issues that may
      arise.

William K. Lenhart, a member of BDO Seidman, discloses his Firm's
professionals bill:

            Designation                  Hourly Rate
            -----------                  -----------
            Partners                     $335 - $675
            Senior Managers & Directors  $230 - $510
            Managers                     $210 - $345
            Seniors                      $150 - $255
            Staff                         $95 - $195

Mr. Lenhart assures the Court that his Firm does not represent any
interest adverse to the Debtor's estate.

Headquartered in Lebanon, New Jersey, Kullman Industries, Inc.
-- http://www.kullman.com/-- is a modular construction builder.
The company filed for chapter 11 protection on Oct. 17, 2005
(Bankr. D. N.J. Case No. 05-60002).  James N. Lawlor, Esq., at
Wollmuth, Maher & Duetsch, LLP represents the Debtor in its
restructuring efforts. When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and $10
million and debts between $10 million to $50 million.


LEGACY ESTATE: Carpy-Connoly Wants Decision on Grape Contract
-------------------------------------------------------------
Carpy Connoly LLC asks the U.S. Bankruptcy Court for the Northern
District of California to compel The Legacy Estate Group, LLC,
d/b/a Freemark Abbey Winery, Byron Vineyard & Winery, and Arrowood
Vineyards & Winery, to assume or reject a Grape Purchase Contract.

Prior to the filing of the petition on Aug. 10, 2000, the Debtor
and Carpy-Connoly LLC were parties to a Grape Purchase Contract,
under which Carpy-Connoly agreed to deliver Chardonnay, Viognier,
and Merlot grapes to the Debtor until the 2006 harvest.  The
Debtor defaulted on the Purchase Contract in the 2005 harvest year
and owes Carpy-Connoly $322,485.

Carpy-Connoly tells the Bankruptcy Court that it has performed,
and continues to perform, each and every act required by the terms
of the Purchase Contract.

Carpy-Connoly says four factors militate in favor of fixing a
quick deadline for the Debtor to assume or reject the Grape
Purchase Contract:

     1) the damage that the other party to the contracts would
        suffer, beyond compensation available under the Bankruptcy
        Code;

     2) the importance of the contracts to the Debtor's business
        and reorganization;

     3) whether the Debtor has had sufficient time to appraise its
        financial situation and potential value of its assets in
        formulating a plan; and

     4) whether the exclusivity period has terminated.

Assumption of the Purchase Contract would mean that the Debtor
would be required to promptly:

     1) cure the $322,485 default;

     2) compensate Carpy-Connoly for any loss resulting from the
        default, including attorney's fees totaling $13,856; and

     3) provide adequate assurance of future performance under the
        Contract.

If the Debtor rejects the Purchase Contract, Carpy-Connoly will
need to begin marketing the grapes to a new buyer to mitigate its
damages.

The Court will consider Carpy-Connoly's request at a hearing at
10:00 a.m., on Feb. 10, 2006, at the U.S. Courthouse in Santa
Rosa, California.

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


LORETTO-UTICA: Court Okays Continued Use of GECC's Cash Collateral
------------------------------------------------------------------
The Honorable Stephen D. Gerling of the U.S. Bankruptcy Court for
the Northern District of New York authorized Loretto-Utica
Properties Corporation, to continue using cash collateral securing
repayment of its prepetition obligation to General Electric
Capital Corporation.

The Debtor can use GECC's cash collateral until Feb. 28, 2006, in
accordance with a February 2006 budget.  A copy of that budget is
available for free at http://ResearchArchives.com/t/s?50e

                       Prepetition Debt

The debt stems from the Debtor's default on its obligations to its
previous lenders.  Those lenders eventually assigned the loans to
the Department of Housing and Urban Development.  HUD paid for the
bonds and thereafter sold it to GECC and at the same time assigned
the Loan Documents to GECC.

The Debtor relates that pursuant to the terms of the Mortgage and
Supplemental Mortgage sold to GECC, GECC holds an interest in the
leases between the Debtor and:

    * Loreto-Utica Residential Health Care Facility,
    * Loreto-Utica Adult Residence, Inc., and
    * St. Elizabeth Hospital.

GECC also asserts an interest in the rental and other payments due
and to become due under the terms of the leases.

                      Adequate Protection

To provide GECC with adequate protection required under Section
363 of the U.S. Bankruptcy Code for any diminution in the value of
its collateral, the Debtor will provide GECC with a roll over
security interest having the same extent, validity and priority as
the prepetition liens.

In addition, the Debtor will pay GECC $25,000 in February 2006
with the same interest reflected at the contract rate on the value
of GECC's interest.

The Debtor tells the Court that it will use the cash collateral in
the ordinary course of its business, and stresses the company's
need for prompt access to the cash collateral to pay day-to-day
operating expenses.

Headquartered in Syracuse, New York, Loretto-Utica Properties
Corporation filed for chapter 11 protection on Dec. 15, 2005
(Bankr. N.D.N.Y. Case No. 05-73473).  Jeffrey A. Dove, Esq., at
Menter, Rudin & Trivelpiece, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated $1 million to $10 million in assets
and estimated $10 million to $50 million in debts.


LSI LOGIC: S&P Affirms BB- Corp. Credit Rating; Rating is Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Milpitas, California-based LSI Logic Corp. and
revised the ratings outlook to stable from negative.
     
"The action reflects improving operating profitability and
improving free cash flow stability, as the company moves toward an
outsourced manufacturing model," said Standard & Poor's credit
analyst Bruce Hyman.
     
LSI is a major manufacturer of:

   * custom-designed application-specific semiconductors,
   * multicustomer application-specific standard products, and
   * storage systems.

Key served markets include:

   * digital entertainment devices,
   * storage components and storage systems, and
   * communications equipment suppliers.

The company had $795 million of debt and capitalized operating
leases at Dec. 31, 2005.
     
LSI reported sales of $506 million in the December quarter, up 5%
sequentially and up 20% from year-earlier levels, part of an
overall strengthening trend.  Still, the business has displayed a
substantial degree of volatility, including seasonal strength in
the December quarter of most years.  EBITDA was about $88 million
in the quarter, and $240 million for the full year.
    
"Our outlook reflects the permanent change in the business model
that no longer calls for potentially large capital expenditures.  
A material improvement in operating performance could lead to
stronger credit metrics and a positive outlook over the longer
term.  However, if there were significant business erosion, or if
credit measures were to decline materially, the outlook could
again be revised to negative," Mr. Hyman said.


LUCENT TECH: Inks Agreement to Acquire Riverstone for $170 Million
------------------------------------------------------------------
Lucent Technologies (NYSE: LU) signed a definitive purchase
agreement to acquire certain net assets related to the business
operations of Riverstone Networks (RSTN.PK), a maker of carrier-
grade Ethernet routers for the telecommunications industry, for
$170 million in cash.

This acquisition will complement Lucent's broadband, data and
optical networking solutions.  Lucent currently resells
Riverstone's systems to service providers worldwide to support
consumer and business multimedia network services.

"Riverstone is a valued partner in a space that we believe will
continue to grow," said Ken Wirth, president, Multimedia Network
Solutions, Lucent Technologies.  "This acquisition will enhance
our ability to deliver large-scale Ethernet solutions and will
allow us to accelerate the development of next-generation,
carrier-grade Ethernet solutions that enable our customers to
deliver broadband services to businesses and residential
subscribers.  This is good news for our mutual customers and a
symbol of our commitment to provide carrier-grade Ethernet
solutions to the market."

The transaction is subject to completion of a bankruptcy court
administered process under Riverstone's impending reorganization
proceeding and other closing conditions.

Riverstone filed a voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court for the District of
Delaware on Feb. 7, 2006.

The acquisition of Riverstone's assets is expected to occur at the
conclusion of an auction process under Section 363 of the Code.  
If approved by the bankruptcy court, the transaction will be
subject to the receipt of regulatory approvals and the
satisfaction of other conditions, including the resolution of
Riverstone's matters with the Securities and Exchange Commission.  
Lucent expects that all required approvals could be obtained and
conditions to closing could be satisfied by the middle of the
calendar year.

The total consideration for the assets may increase or decrease
based on any subsequent change in the value of the net assets as
provided in the agreement.

The net assets to be purchased primarily include Riverstone
products, intellectual property, certain contracts and
receivables, tangible long-lived assets, accounts payable and
certain other accrued liabilities.  The net assets primarily
exclude cash, investments and debt.  Substantially all of
Riverstone's 400 employees are expected to join Lucent.

                   About Riverstone Networks

Headquartered in Santa Clara, California, Riverstone Networks,
Inc. -- http://www.riverstonenet.com/-- provides carrier Ethernet  
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  As of Dec.
24, 2005, the Debtors reported assets totaling $98,341,134 and
debts totaling $130,071,947.

                    About Lucent Technologies

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

                          *     *     *

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

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


MAULDIN-DORFMEIER: Court Fixes March 1 as Claims Bar Date
---------------------------------------------------------
The United States Bankruptcy Court for the Eastern District of
California set March 1, 2006, at 4:30 p.m., as the deadline for
all creditors owed money by Mauldin-Dorfmeier Construction, Inc.,
on account of claims arising prior to July 5, 2005, to file their
proofs of claim.

Creditors must file written proofs of claim on or before the
March 1 Claims Bar Date and those forms must be delivered to:

              The Clerk of the U.S. Bankruptcy Court
              Fresno Division Office
              1130 O Street, Room 2656
              Fresno, California 93721

Headquartered in Fresno, Calif., Mauldin-Dorfmeier Construction,
Inc., provides construction services.  The Company is owned 50%
each by Patrick Mauldin and Alan Dorfmeier, who are president
and vice president, respectively.  The Company filed for chapter
11 protection on Feb. 29, 2005 (Bankr. E.D. Calif. Case No.
05-11402).  Riley C. Walter, Esq., at Walter Law Group, represents
the Debtors in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated between $10
million to $50 million in assets and debts.


MESABA AIRLINES: Files Motion to Reject CBA with Three Unions
-------------------------------------------------------------
Mesaba Airlines is asking the U.S. Bankruptcy Court for
authority to reject the collective bargaining agreements with
the Air Line Pilots Association, International, the Association
of Flight Attendants and the Aircraft Mechanics Fraternal
Association.

In response, the Mesaba Airlines Labor Coalition said that the
unions have made every effort possible to respond to management's
request for cost savings but are at odds over the depth of
management's proposed cuts, especially in light of the "enormous"
sums of money that Mesaba has transferred to its parent, MAIR
Holdings.

The unions reportedly also see Mesaba's parent, MAIR Holdings, as
a critical factor in the bankruptcy.  Almost all of MAIR's revenue
is produced by Mesaba and MAIR held $120 million in cash and
equivalents at the time Mesaba filed for bankruptcy.  Big Sky
Airlines, another MAIR subsidiary, has accrued over $13 million in
losses since the carrier was purchased in December 2002.  Big Sky
has not filed for bankruptcy protection, the unions noted.

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


METRICOM INC: Court Okays Release of $231,315 from Escrow Account
-----------------------------------------------------------------
The Honorable Arthur S. Weissbrodt of the U.S. Bankruptcy Court
for the Northern District of California ordered Wells Fargo Bank
West, National Association, as escrow agent, to release to
Metricom, Inc. and its debtor-affiliates, $231,315 from an escrow
account.

The Debtors related that as part of the sale of their assets to
Ricochet Networks, Inc., they were required to deposit funds into
an escrow account as adequate protection to the holders of
personal property and ad valorem taxing claimants that asserted
liens securing allowed claims for personal property taxes.  
Pursuant to the Escrow Agreement dated Nov. 7, 2001, the Debtors
deposited $220,407 while Ricochet deposited $130,528.

The Debtors contend that because they have managed to resolve all
tax claims, the purpose of the escrow account has already been
carried out.  The Debtors want their share of the funds in the
escrow account plus a pro rata share of the accrued interest.  The
Debtors told that Court that they are entitled to a total of
approximately $231,315.  The Debtors said that they would use the
funds to pay creditors holding allowed claims, pursuant to their
confirmed Plan.

The Debtors also disclosed that Terabeam Inc., a company that
purchased Ricochet's stock in June 2004, might also request the
escrow agent to release Ricochet's pro rata portion of the funds.

Metricom, Inc. is a high-speed wireless data Company.  With its
high-speed Ricochet mobile access, Metricom is making "information
anytime" possible-at home, at the office, on the road, and on many
devices.  The company filed for chapter 11 protection July 1, 2001
(Bankr. N.D. Calif. Case No. 01-53291).  Joshua M. Fried, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub PC, represents
the Debtor.  When the Company filed for protection from its
creditors, it listed $1,047,859,000 in assets and $967,561,000 in
debts.  The Debtor's chapter 11 Plan became effective on Sept. 14,
2002.


MIRANT: Has to Issue Certificates to Refinance PEPCO's $148M Bonds
------------------------------------------------------------------
The Honorable Michael D. Lynn grants Potomac Electric Power
Company' request to have Mirant Corporation and its debtor-
affiliates issue certificates to refinance $148 million bonds

PEPCO is party to the long-term bonds, which were originally
issued in connection with generating assets currently owned by the
Debtors.

PEPCO can now refinance the bonds at lower rates.  To do so,
however, Mirant must first provide certificates concerning the
operation of the assets.  The Asset Purchase and Sale Agreement
for Generating Plants and Related Assets requires Mirant to
provide these certificates upon request.  The certificates are
ministerial in nature.  Mirant, however, refused to issue the
certificates.

But while Mirant is withholding issuance of the certificates, it
has incurred a claim of over $8 million, which increases by
approximately $5,000 to $6,000 a day, every day, PEPCO related.

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

                         *     *     *

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: Court Approves Hanson-Sexton Settlement Agreement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the settlement agreement inked between Mirant Corporation
and its debtor-affiliates and Russlyn Hanson-Sexton reducing Ms.
Hanson-Sexton's allowed unsecured claim from $4 million to $60,000
in resolution of all their pending disputes.

As reported in the Troubled Company Reporter on Jan. 10, 2006, Ms.
Hanson-Sexton was employed under a contract at Mirant Mid-tlantic,
LLC's electric generation facility located in Prince George's
County in Maryland, commonly known as "Chalk Point."  She was
employed from July 2000 to November 2002.  At all times, Ms.
Hanson-Sexton was an employee of Richard Lawson Excavating.

On March 19, 2004, Ms. Hanson-Sexton commenced a lawsuit in the
United States District Court for the District of Maryland,
Southern Division, against MIRMA seeking monetary damages for
alleged injuries and damages arising during the period of her
employment at Chalk Point.  She alleged discrimination based on
sex, hostile work environment, and retaliation, and seeks
$500,000 in damages for lost future wages and $1,000,000 in
compensatory damages and certain legal costs.

The Maryland District Court stayed the Lawsuit pending a decision
by the Bankruptcy Court regarding whether the Lawsuit should
proceed before the Maryland District Court.  MIRMA denies any
liability with respect to the Lawsuit.

On August 10, 2004, Ms. Hanson-Sexton filed two proofs of claim
based on the Complaint:

    -- Claim No. 7796 for $2,000,000 against Mirant Corp.; and
    -- Claim No. 7797 for $2,000,000 against MIRMA.

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.


MOHEGAN TRIBAL: Posts $38.3 Million in First Quarter Ended Dec. 31
------------------------------------------------------------------
The Mohegan Tribal Gaming Authority, the operator of a gaming and
entertainment complex located near Uncasville, Connecticut, known
as Mohegan Sun, and a harness racetrack located in Plains
Township, Pennsylvania, known as Mohegan Sun at Pocono Downs, or
Pocono Downs, reported its operating results for the quarter ended
Dec. 31, 2005.

Quarterly highlights include:

Results and significant events for the quarter ended December 31,
2005 were as follows:

   -- record first quarter gaming revenues of $315.5 million, a
      9.5% increase over the corresponding period in the prior
      year;

   -- gross slot revenues of $216.2 million, a 3.8% increase over
      the corresponding period in the prior year;

   -- table games revenues of $95.3 million, a 13.4% increase over
      the corresponding period in the prior year;

   -- non-gaming revenues of $71.3 million, a 16.8% increase over
      the corresponding period in the prior year;

   -- income from operations of $68.4 million, a 13.1% increase
      over the corresponding period in the prior year;

   -- net income of $38.3 million, a 11.9% increase over the
      corresponding period in the prior year;

   -- record first quarter adjusted EBITDA, a non-GAAP measure, of
      $91 million, a 11.2% increase over the corresponding period
      in the prior year;

   -- submitted applications for a conditional and permanent slot
      machine license with the Pennsylvania Gaming Control Board
      in December 2005.

Net income for the quarter ended Dec. 31, 2005, increased by
$4.1 million, or 11.9%, to $38.3 million from net income of
$34.2 million for the same period in the prior year.  The increase
in net income is primarily due to the increase in income from
operations offset by the increase in interest expense.  

Interest expense increased by $3.6 million to $22.8 million for
the quarter ended Dec. 31, 2005, as compared to $19.2 million for
the same period in the prior year due to an increase in weighted
average outstanding debt.  The weighted average outstanding debt
was $1.25 billion for the quarter ended Dec. 31, 2005, and $
1.05 billion for the quarter ended Dec. 31, 2004.  The increase in
weighted average outstanding debt was due to the acquisition of
Pocono Downs and five off track wagering facilities -- OTW -- in
January 2005.  The weighted average interest rate was 7.4% for the
quarter ended Dec. 31, 2005, compared to 7.3% for the same period
in the prior year.

"The Board was delighted with the results of the quarter.  Each of
our gaming and non-gaming product offerings showed outstanding
growth as compared to last year," Chairman Bruce Bozsum said.  
"the Management Board believes that the results are directly
related to the superior performance by our dedicated work force at
Mohegan Sun and Mohegan Sun at Pocono Downs," he further
commented.

                            Mohegan Sun

Net revenues for the quarter ended Dec. 31, 2005, increased by
$26.4 million, or 8.3%, to $345.7 million from $319.3 million for
the same period in the prior year.  This increase is the result of
a 7.1% growth in gaming revenues and a 15.5% growth in non-gaming
revenues at Mohegan Sun.

"We are delighted by the outstanding performance or our team here
at Mohegan Sun.  This is evidenced by the growth in Adjusted
EBITDA, operating margin and market share over the prior year,"
said Mitchell Etess, Mohegan Sun President and CEO.  "We will
continue our focus on improving operating efficiency and customer
service throughout 2006."

                   Mohegan Sun at Pocono Downs

Results for Pocono Downs and the five OTWs for the quarter ended
Dec. 31, 2005, consisted of racing revenues of $6.8 million, net
revenues of $7.6 million, loss from operations of $2.0 million and
Adjusted EBITDA of negative $231,000.

The loss from operations at Pocono Downs for the quarter ended
Dec. 31, 2005, includes $1.1 million in pre-opening costs and
expenses comprised of personnel, consulting and other costs
associated with the development plans.

The Authority plans for the development of Mohegan Sun at Pocono
Downs, a proposed 400,000 square foot gaming and entertainment
facility to be constructed on the existing grounds of the Pocono
Downs racetrack on Route 315 in Plains Township, Pennsylvania.  
The current plans provide for approximately 2,000 slot machines, 3
full-service restaurants, a 300 seat buffet, a 15,000 square foot
food court, several bars and lounges, an 18,000 square foot
nightclub, a "Kid's Quest" center, 20,000 square feet of retail
space, new parking facilities and an enhanced employee services
area.  The scope and timing for development continue to be refined
through the Authority's rigorous planning process.

Construction of the new facility will begin following the issuance
of a conditional or permanent slot license by the Pennsylvania
Gaming Control Board -- PGCB -- anticipated in the summer of 2006.
Estimated cost of construction for the facility is between $140
million and $160 million.

Downs Racing, L.P., a subsidiary of the Authority and the owner
and operator of Mohegan Sun at Pocono Downs, submitted an
application for a conditional slot license with the PGCB on
Dec. 8, 2005, and for a permanent slot license on Dec. 28, 2005.  
Upon receipt of a conditional or permanent license, the Authority
will also pay a one-time $50 million fee to the Commonwealth of
Pennsylvania.  As required in the licensing regulations, the
Authority established a letter of credit commitment of $50 million
in December 2005 to support the future payment of the license fee.

"We were very pleased to have submitted our licensing application
in December," said Robert J. Soper, President and Chief Executive
Officer of Mohegan Sun at Pocono Downs.  "We continue to be
excited about our opportunity for gaming at Pocono Downs.  As was
the case prior to and during the Authority's prior expansions of
Mohegan Sun, we will keep you informed as to any material changes
in our expansion plans for Pocono Downs."

The Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is   
an instrumentality of the Mohegan Tribe of Indians of Connecticut
a federally recognized Indian tribe with an approximately 405-acre
reservation situated in southeastern Connecticut, adjacent to
Uncasville, Connecticut.  The Authority has been granted the
exclusive power to conduct and regulate gaming activities on the
existing reservation of the Tribe, and the non-exclusive authority
to conduct such activities elsewhere, including the operation of
Mohegan Sun, a gaming and entertainment complex that is situated
on a 240-acre site on the Tribe's reservation.  The Tribe's gaming
operation is one of only two legally authorized gaming operations
in New England offering traditional slot machines and table games.

                        *    *    *

The Mohegan Tribal Gaming Authority's $250,000,000 issue of
8% Senior Subordinated Notes due April 1, 2012 carry Moody's
Investor Service's Ba3 rating and Standard & Poor's B+ rating.  
The Tribe's $500,000,000 five-year revolving credit agreement,
under which Bank of America, N.A., serves as the administrative
agent for a consortium of lenders, matures on March 31, 2008.  
That loan package (which includes a provision that could increase
the lenders' commitments to $600,000,000) is rated BB by S&P and
Ba1 by Moody's.  


MUELLER GROUP: S&P Places B+ Corporate Credit Rating on Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit ratings on Mueller Group Inc. and on its parent Mueller
Water Products Inc., as well as the companies' other ratings, on
CreditWatch with positive implications.  The '2' recovery rating
on Mueller Group Inc.'s bank credit facility was affirmed.
     
At Dec. 31, 2005, Decatur, Illinois-based Mueller, which is owned
by Tampa, Florida-based Walter Industries Inc. (B+/Stable/--), had
approximately $1.5 billion in total debt outstanding.
     
The CreditWatch listing follows the company's S-1 filing with the
SEC for an IPO of up to $400 million.  The net proceeds will be
used for debt reduction and general corporate purposes.
      
"Our business risk assessment of Mueller and our analysis of the
proposed transaction indicate that the company can support
slightly higher ratings if its pro forma capitalization and
financial policies are somewhat less aggressive than they were in
the past," said Standard & Poor's credit analyst Joel Levington.

At the current ratings, Standard & Poor's expects total debt
(including our operating lease and pension adjustments) to average
between 4.5x and 5.0x.
     
Standard & Poor's will meet with management to discuss the timing
of the transaction and Mueller's financial policies, including:

   * its leverage targets,
   * dividend payout expectations, and
   * acquisition plans.

Standard & Poor's plan is to resolve the CreditWatch shortly after
the transaction is completed.


MUSICLAND HOLDING: Court Approves Interim Compensation Procedures
-----------------------------------------------------------------
Pursuant to Sections 105(a) and 331 of the Bankruptcy Code,
Musicland Holding Corp. and its debtor-affiliates seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission to establish orderly and regular procedures for the
compensation and reimbursement of various court-approved
professionals on a monthly basis, on terms comparable to the
procedures established in other large Chapter 11 cases.

The Debtors specifically propose that:

   (a) Each Professional seeking compensation will serve a
       monthly statement, on or before the 30th day of each month
       after the month the compensation is sought, to:

       * Musicland Holding Corp.,

       * Kirkland & Ellis LLP,

       * the attorneys for any Committee appointed by the Office
         of the United States Trustee; and

       * the Office of the United States Trustee.

   (b) The monthly statement does not need to be filed with the
       Court and a copy does not have to be delivered to the
       presiding bankruptcy judge's chambers;

   (c) For Professionals who bill based on time, each monthly fee
       statement must contain a list of the individuals who
       provided services during the statement period, their
       billing rates, the aggregate hours spent, a reasonably
       detailed breakdown of the disbursements incurred and
       contemporaneously maintained time entries;

   (d) The Notice Parties will have 15 days to review a
       statement.  If a Party objects to the compensation or
       reimbursement, it must, by no later than 35 days after the
       end of the month for which compensation is sought, serve a
       written notice of objection containing the nature of the
       objection, upon:

       * the Professional whose statement is objected to; and

       * the Notice Parties.

   (e) At the expiration of the 35 day period, and in the absence
       of objection, the Debtors will promptly pay 80% of the
       undisputed fees and 100% of the undisputed expenses in
       each monthly statement;

   (f) If the Debtors receive an objection to a fee statement,
       they will withhold payment on that objected portion of the
       fee statement and promptly pay the remainder of the fees
       and disbursements;

   (g) If the parties to an objection are able to resolve their
       dispute, then the Debtors will promptly pay that portion
       of the fees statement which is no longer subject to an
       objection;

   (h) All unresolved objections will be preserved and presented
       to the Court at the next interim or final fee application
       hearing;

   (i) An objection will not prejudice the objecting party's
       right to object to any fee application made to the Court
       in accordance with the Bankruptcy Code on any ground;

   (j) In accordance with General Order M-242, every 120 days,
       but no more than every 150 days, each of the Professionals
       will serve and file an application for interim or final
       Court approval and allowance of the compensation and
       reimbursement of expenses requested;

   (k) Any Professional who fails to file an application seeking
       approval of compensation and expenses previously paid
       when due will:

       * be ineligible to receive further monthly payments of
         fees until further Court order; and

       * may be required to disgorge any fees paid since the
         retention or the last fee application, whichever is
         later.

   (l) The pendency of an application or a Court order that
       payment of compensation or reimbursement of expenses was
       improper as to a particular statement will not disqualify
       a Professional from the future payment of compensation or
       reimbursement of expenses;

   (m) Neither the payment of, nor the failure to pay, monthly
       compensation and reimbursement will have any effect on the
       Court's interim or final allowance of compensation and
       reimbursement of any Professional; and

   (n) If a Committee is appointed, the attorneys for the
       Committee may collect and submit statements of expenses,
       with supporting evidence of payment, from members of the
       Committee the person represents.  However, the Committee
       attorneys must ensure that the reimbursement requests
       comply with the Court's Administrative Orders dated
       June 24, 1991, and April 21, 1995.

Mr. Sprayregen points out that the proposed procedures will enable
the Debtors to closely monitor the costs of administration,
maintain a level cash flow availability and implement efficient
cash management procedures.

Moreover, those procedures will allow the Court and key parties-
in-interest to ensure the reasonableness and necessity of the
compensation and reimbursement sought.

                          *     *     *

Judge Stuart M. Bernstein grants the Debtors' request.

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


MUSICLAND HOLDING: Wants to Dispose of 61 Media Play Store Leases
-----------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates proposed to
notify each lessor of a proposed assumption and assignment of the
61 Media Play leases.  The Debtors will also provide a schedule of
all their outstanding obligations under the Leases through the
Petition Date.

On January 19, 2006, the Debtors presented to the Court a notice
of cure schedules.  The Notice contained:

   (a) a list of unexpired real property Leases at each of the
       Media Play stores which the Debtors sought to assume; and

   (b) the proposed cure amounts due and owing for the unexpired
       real property leases which are based on the Debtors' books
       and records

A full-text copy of the 61 Media Play Leases and the proposed
Cure Amounts is available for free at:

     http://bankrupt.com/misc/Musicland_61mediaplayleases.pdf

                Landlords Object to Proposed Cure

Some of the landlords of the Media Play Leases object to the
Debtors' Cure Schedules.  According to the Landlords, the Cure
Amounts in the Debtors' Notice do not reflect all charges owing to
Landlords under the Leases.

Certain of the Landlords presented their calculated cure amounts:

                                      Debtors'     Landlords'
                                    Cure Amount   Cure Amount
                                    -----------   -----------
   100 Oaks LP                          $47,484       $87,376
   Barrett Pavilion                      59,498       187,191
   Cincinnati Mills                      46,714        93,195
   Citadel Crossing Shopping Center      14,962       111,470
   Family Center at Fort Union           17,925        46,258
   Family Center at Midvalley            18,185        46,739
   Family Center at Orem                 16,872        51,135
   Family Center at Riverdale            14,635        37,122
   Greenwood Point                       58,793        77,508
   Harrisburg                            27,151        54,486
   Houston Lakes                         15,775        35,165
   Keystone Plaza                        51,921        71,937
   Lafayette Place                       87,862       102,969
   Largo Plaza                           29,683         7,871
   Meyer Park Center                    170,028       201,772
   Great Mall of the Bay                 25,178        77,628
   North Point Market Center             18,814        53,013
   Ridgemont Plaza                       68,241        98,171
   Rivergate Mall                        89,690       260,001
   Robinson Court                             0       107,158
   Southlake Pavilion                    53,681        85,858
   Southtown Plaza Associates, LLC       11,502       153,877
   Spring Meadows Place Shopping Mall    62,005        93,384
   Stateline Plaza                       82,367       101,790
   The Market at Chapel Hills West      130,882       152,122
   Walden Place                          15,995        34,167
   Western Hills                         54,519        63,286
   Westgate Shopping Center              35,456        46,508
   Woodlawn Market                       50,854        50,151

The Landlords allege that the amounts in the Debtors' Cure
Schedule do not reflect the unbilled year-end adjustments to real
estate taxes, insurance, common area maintenance, legal costs and
attorneys fees.  Further, the Debtors' administrative rent and
rent-related charges continue to accrue daily.

The Proposed Cure Schedule also did not provide a break down of
the Cure.  Thus, the Debtors cannot be assured that the cure was
accurately calculated.

In addition, some of the Debtors maintain that they received an
extremely limited and late notice of the Cure Amounts and the
auction of the Media Play Leases.  Consequently those Debtors have
not yet had an opportunity to complete their review of the Cure
Schedule and an analyze their own records relative to the
Cure Schedules.

                        More Objections

(1) Kmart Corp.

According to Richard M. Meth, Esq., at Pitney Hardin LLP, in
Florham Park, New Jersey, many of the documents pertinent to the
Media Play Leases are not made immediately available to Kmart
Corp.

Mr. Meth says that Kmart has already arranged for the various
records to be retrieved, and is currently seeking to verify
independently the Debtors' Cure Amounts.  However, as of the
present, all those relevant information and documents have not yet
been received by Kmart.  Thus, Kmart has not have sufficient time
to complete its review of the documents related to the Media
Play Leases.

Kmart believes that it may have rights and claims relative to six
of the Media Play Leases.

Kmart objects to the Cure Schedule and the Cure Amounts due to the
limited notice provided to it relative to the Assumed Contracts,
the Cure Amounts and the Auction.

(2) National Amusements

Richard L. Levine, Esq., attorney for National Amusements, Inc.,
in Boston, Massachusetts, tells the Court that the relevant date
for determining the cure amount is not the date of filing, as was
stated in the Cure Notice, but the date the lease is assumed and
assigned.

On behalf of National Amusements, Mr. Levine objects to the Cure
Amount proposed by the Debtors unless the Debtors affirm that the
Cure Amount only represents the amounts due as of the Petition
Date, and do not represent the total amount due on the Lease's
assumption.

(3) Merchant's Walk

Robert L. LeHane, Esq., at Kelley Drye & Warren LLP, in New York
City, asserts that the Merchant's Walk (E&A) LLC lease was
terminated prior to the filing of the Debtors' bankruptcy cases
and the Debtors have no interest in the Lease to sell.  Thus, the
Debtors have no legal right to cure any defaults under the Lease.  
Mr. LeHane notes that Merchant's Walk is not waiving its position.

Further, Mr. LeHane says that the proposed Cure Amount with
respect to the Lease is incorrect.  According to Mr. LeHane, as of
January 20, 2006, $132,799 plus attorney's fees was due to
Merchant's Walk under the Lease.

(4) New Market Acquisitions

New Market Acquisitions Ltd., contends that it has not received
and cannot locate a Cure Schedule as of January 20, 2006.  
Accordingly, New Market states that its cure amount is $68,094.

New Market Acquisitions leases to Media Play a real property known
as 7690 New Market Center Way, in Columbus, Ohio, under a lease
dated June 22, 1993.

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


NEWQUEST INC: S&P Places B Counterparty Credit Rating on Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' counterparty
credit rating on NewQuest Inc. on CreditWatch with positive
implications.
      
"The rating is being placed on CreditWatch positive in connection
with the recently completed public offering of common equity
shares by NewQuest's parent, HealthSpring Inc. (NYSE:HS),"
explained Standard & Poor's credit analyst Joseph Marinucci.
     
HealthSpring raised $366.6 million overall and most of the
proceeds were used to strengthen the company's balance sheet by
eliminating debt outstanding ($190 million), which Standard &
Poor's considers beneficial to the company's financial profile.
"In addition, we expect health plan operations to meet our
membership and adjusted earnings targets (6%-7% ROR) for full-year
2005," added Mr. Marinucci.
     
Standard & Poor's also expects an over-allotment option to be
exercised, which could raise the deal value to $421.6 million, but
there would be no rating implications since these proceeds would
benefit existing shareowners only (supplemental secondary
offering).
     
Standard & Poor's intend to meet with HealthSpring management
within 30 days to review 2005 financial results and further
discuss its prospective capital and strategic plans.  Following
the review, the rating could be raised to 'B+' or 'BB-'.


NORTHLAND CABLE: Redeems 10-1/4% Bonds & Moody's Withdraws Ratings
------------------------------------------------------------------
Moody's Investors Service withdrew all ratings on Northland Cable
Television, Inc., following the company's redemption in full of
its 10-1/4% Senior Subordinated Notes due 2007 on Jan. 27.

Ratings withdrawn include:

Northland Cable Television, Inc.

  -- Corporate Family Rating, Withdrawn, previously rated Caa1

  -- Outlook, Withdrawn, previously Stable


OWENS CORNING: Court Approves AIG Insurance Settlement Agreement
----------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware approved the settlement agreement
inked between Owens Corning and its debtor-affiliates and the
AIG Companies -- Birmingham Fire Insurance Company, Granite
State Insurance Company, Landmark Insurance Company, Lexington
Insurance Company, and National Union Fire Insurance Company of
Pittsburgh, Pennsylvania -- regarding the coverage for the
Debtors' non-products claims.  

The principal terms of the Agreement are:

   1. The AIG Companies will pay a settlement amount, and
      depending on the progress of the Debtors' Chapter 11 cases
      at the time the payments are made, payments will be made
      either into an escrow account or as directed by a confirmed
      plan of reorganization;

   2. Owens Corning and the AIG Companies will mutually release
      one another from all claims relating to the excess
      liability policies and their settlement in 1991; and

   3. The Settlement Agreement's terms are contingent on the
      entry of a final order confirming a plan of reorganization
      that includes an injunction, pursuant to Section 524(g) of
      the Bankruptcy Court, protecting the AIG Companies;

   4. In addition to the Section 524(g) Injunction, Owens Corning
      will do its best to obtain other injunctive protections for
      the AIG Companies as part of the Debtors' Plan under
      Section 105 of the Bankruptcy Code; and

   5. If the Agreement becomes null and void, the AIG Companies
      will not be obligated to make any further payments of the
      Settlement Amount and will be entitled to the prompt
      release and return of any payments previously made to the
      Escrow Account, and the Parties will have restored all
      rights, defenses, and obligations relating to the excess
      liability policies issued by the AIG Companies to Owens
      Corning and the 1991 Settlement.

The full-text copy of the Settlement Agreement was filed under
seal to keep certain key terms and information confidential.

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)


PERFORMANCE TRANSPORTATION: Gets Interim OK to Use Cash Collateral
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Performance Transportation Services, Inc., and its
debtor-affiliates to use cash collateral securing its prepetition
debts to a consortium of lenders represented by Credit Suisse,
Cayman Islands Branch, as administrative and collateral agent.

The Prepetition Agents and Secured Lenders are granted Adequate
Protection Liens and Section 507(b) Claims.  They are also
entitled to payment of interest, fees and expenses.

The Debtors' right to use Cash Collateral will terminate if a
trustee under Chapter 7 or 11 of the Bankruptcy Code or an
examiner with enlarged powers relating to business operations is
appointed.

As of the Petition Date, the Debtors owe money under two credit
agreements:

    Credit Agreement                     Outstanding Amount Owed
    ----------------                     -----------------------
    First Lien Credit Agreement,                $121,600,000
    dated January 31, 2005, with
    Credit Suisse, Cayman Islands Branch,
    as sole administrative and
    collateral agent

    Second Lien Credit Agreement,                $35,000,000
    dated January 31, 2005, with
    Credit Suisse, Cayman Islands Branch,
    as sole administrative and
    collateral agent (Wells Fargo Bank,
    National Association, succeeded
    Credit Suisse as agent)

PTS' obligations under the Credit Agreements are secured by liens
and security interests on:

    * the capital stock of PTS and all of its domestic related
      subsidiaries;

    * the present and future property and assets (subject to
      customary exceptions) of PLG, PTS and all of its domestic
      related subsidiaries; and

    * the proceeds and products of those property and assets.

Pursuant to Section 363(c)(2) of the Bankruptcy Code, a debtor-
in-possession may not use cash collateral without the consent of
the secured party or court approval.  Section 363(e) of the
Bankruptcy Code provides that upon request of an entity that has
an interest in property to be used by a debtor, the court will
prohibit or condition that use to provide adequate protection of
that interest.

The Debtors tell the Court that they need immediate access to the
Cash Collateral to, among other things, pay present operating
expenses, including payroll and pay vendors on a going-forward
basis to ensure a continued supply of materials essential to
their continued operations.

To protect the Prepetition Secured Lenders from diminution of the
value of their interest in their collateral, the Debtors propose
that the Agents will be granted replacement and additional
security interests in and lien on the collateral subject and
subordinate only to the security interests and liens granted to
postpetition lenders.

The Debtors also propose that the Prepetition Agents and Secured
Lenders will be granted a superpriority claim as provided in
Section 507(b) of the Bankruptcy Code, immediately junior to the
claims of postpetition lenders.  The Debtors further propose to
pay interest, fees and certain expenses of the Prepetition Agents
and Secured Lenders.

The Final Cash Collateral Hearing is scheduled for February 15,
2006, at 1:00 p.m.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest   
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
Garry M. Graber, Esq., at Hodgson Russ LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between $10
million and $50 million and more than $100 million in debts.
(Performance Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: Organizational Meeting Set for Today
----------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, will
convene an organizational meeting in Performance Transportation  
Services, Inc., and its debtor-affiliates' Chapter 11 cases at  
11:00 a.m. today, Feb. 8, 2006.  The meeting will be held at the
New York Hilton Hotel, located at 1335 Avenue of the Americas in
New York.
  
The sole purpose of the meeting will be to form a committee of
unsecured creditors in the Debtors' Chapter 11 cases.  This is not
the meeting of creditors pursuant to Section 341 of the Bankruptcy
Code.  However, a representative of the Debtors will attend and
provide background information regarding their cases.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest   
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
Garry M. Graber, Esq., at Hodgson Russ LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between $10
million and $50 million and more than $100 million in debts.
(Performance Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: Taps Kirkland & Ellis as Counsel
------------------------------------------------------------
Performance Transportation Services, Inc., and its 13 debtor-
Affiliates ask permission from the U.S. Bankruptcy Court for the
Western District of New York to employ Kirkland & Ellis LLP as
their bankruptcy counsel.

Since 1999, Kirkland & Ellis has represented the Debtors on a
variety of transactional matters.  While preparing for the Chapter
11 cases, the firm has also become familiar with the Debtors'
businesses and affairs, and many of the potential legal issues
that may arise in the context of the Chapter 11 cases.  
Accordingly, the Debtors believe that the firm is both well
qualified and uniquely able to represent them in their Chapter 11
cases in an efficient and timely manner.

As the Debtors' bankruptcy counsel, the firm will:

   a. advise the Debtors with respect to their powers and duties
      as debtors-in-possession in the continued management and
      operation of their business and properties;

   b. attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

   c. take all necessary action to protect and preserve the
      Debtors' estates, including prosecuting actions on the
      Debtors' behalf, defending any action commenced against the
      Debtors and representing the Debtors' interests in
      negotiations concerning all litigation in which the Debtors
      are involved, including objections to claims filed against
      the estates;

   d. prepare all motions, applications, answers, orders, reports
      and papers necessary to the administration of the Debtors'
      estates and their bankruptcy case;

   e. take any necessary action on behalf of the Debtors to
      obtain approval of a disclosure statement and confirmation
      of the Debtors' plan of reorganization;

   f. represent the Debtors in connection with obtaining
      postpetition financing;

   g. advise the Debtors in connection with any potential sale of
      assets;

   h. appear before the Bankruptcy Court, any appellate courts
      and the United States Trustee and protect the interests of
      the Debtors' estates before those Courts and the United
      States Trustee;

   i. consult with the Debtors regarding tax matters; and

   j. perform all other necessary legal services to the Debtors
      in connection with their Chapter 11 cases, including:

         -- the analysis of leases and executory contracts and
            the agreements' assumption, rejection or assignment;

         -- the analysis of the validity of liens against the
            Debtors; and

         -- advice on corporate, litigation and other matters.

The Debtors will pay Kirkland & Ellis at these hourly rates:

      Position                          Rate
      --------                      ------------
      Partners                      $520 to $950
      Of Counsel                    $280 to $685
      Associates                    $245 to $520
      Paraprofessionals              $90 to $240

The professionals expected to have primary responsibility for
providing services to the Debtors and their hourly rates are:

      Professional                  Billing Rate
      ------------                  ------------
      James A. Stempel, Esq.            $745
      James W. Kapp III, Esq.           $675
      Jocelyn A. Hirsch, Esq.           $575
      Sven T. Nylen, Esq.               $445
      Michelle Mulkern, Esq.            $395
      Paul Wierbicki, Esq.              $295
      Kathryn L. Koenig, Esq.           $295

Mr. Stempel, a partner at Kirkland & Ellis, attests that the firm
is disinterested as that term is defined in Section 101(14) of
the Bankruptcy Code.

Mr. Stempel discloses that in the 90 days prior to the Petition
Date, the Debtors advanced to the firm around $1,312,000 in a
series of payments, most of which constitute classic retainer
payments:

      Date of Payment                     Amount
      ---------------                     ------
      November 9, 2005                    $7,264
      November 16, 2005                   63,471
      December 12, 2005                  350,000
      December 21, 2005                  100,000
      December 27, 2005                  150,000
      January 3, 2006                    100,000
      January 9, 2006                    100,000
      January 13, 2006                   191,655
      January 18, 2006                   200,000
      January 24, 2006                    50,000

Kirkland & Ellis is a 1,100-attorney law firm representing global
clients in complex corporate, restructuring, tax, litigation,
dispute resolution and arbitration, and intellectual property and
technology matters.  The Firm has offices in Washington, D.C.,
Chicago, London, Los Angeles, Munich, New York and San Francisco.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest   
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
Garry M. Graber, Esq., at Hodgson Russ LLP represent the Debtors
in their restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets between $10
million and $50 million and more than $100 million in debts.
(Performance Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


PHOTOCIRCUITS CORP: Taps ERM-New England as Environmental Advisor
-----------------------------------------------------------------
Photocircuits Corporation asks the U.S. Bankruptcy Court for the
Eastern District of New York for permission to retain ERM-New
England, Inc., as its environmental consultant.

ERM-New England will assist the Debtor in selling its real estate
assets by conducting Phase I Environmental Site Assessments on
each of the parcels owned or leased by the Debtor located in Glen
Cove, New York, and Peachtree City, Georgia.

ERM-New England is expected to:

   a) visit each site;

   b) analyze documents including, but not limited to, operating
      permits, registrations and license, monitoring data and
      reports, regulatory agency visits, inspections and
      correspondence, and solid and hazardous waste manifests;

   c) review readily available environmental databases for the
      geographical area in question;

   d) evaluate the historical uses of each parcel; and

   e) generate a Phase I report for each parcel of real property.

Ernest Rossano, a member of ERM-New England, discloses that his
Firm will be paid a total flat fee of $14,500, inclusive of
expenses.

Mr. Rossano assures the Court that ERM-New England represents no
interest adverse to the Debtor or its estate.

Headquartered in Glen Cove, New York, Photocircuits Corporation
-- http://www.photocircuits.com/-- was the first independent  
printed  circuit board fabricator in the world.  Its worldwide
reach comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R Luckman, Esq., at Silverman
Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated more than $100 million in assets and
debts.


PISTOL PETE: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Pistol Pete, LLC
        dba Felicia's Restaurant
        1148-1150 South 11th Street
        Philadelphia, Pennsylvania 19147

Bankruptcy Case No.: 06-10470

Type of Business: The Debtor owns and operates a restaurant
                  located in Philadelphia, Pennsylvania.

Chapter 11 Petition Date: February 6, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Edward J. DiDonato, Esq.
                  DiDonato & Winterhalter, P.C.
                  1818 Market Street, Suite 3520
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 564-4606

Estimated Assets: $1 Million to $10 Million

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

Debtor's 6 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Michael Weiner, M.D., P.A.                      $347,000
Profit Sharing Plan
9000 Southwest 87th Court
Miami, FL 33176

Rewards Network                                  $48,353
11900 Biscayne Boulevard, Suite 460
North Miami, FL 33181

Delaware Valley High School                      $12,000
1311 Chancellor Street
Philadelphia, PA 19107

Advance Me, Inc.                                  $7,036
c/o Martin J. Kilstein, Esq.
1311 Spruce Street
Philadelphia, PA 19107

Dennis George, Esq.                               $5,000
Suite 1000, The Bourse
111 South Independence Mall East
Philadelphia, PA 19106

Clever Ideas, Inc.                                $2,500
2 Prudential Plaza, Suite 5300
Chicago, IL 60601


PLIANT CORP: Asks Court to Approve Interim Compensation Procedures
------------------------------------------------------------------
Pliant Corporation and its debtor-affiliates have filed, and may
further file, applications seeking authority to employ bankruptcy
professionals.  The Debtors also anticipate that the Official
Committee of Unsecured Creditors will retain counsel and other
professionals to represent it.

Stephen T. Auburn, Pliant Corp.'s vice president and general
counsel, relates that the Debtors have devised procedures for the
allowance of interim compensation for services rendered and
reimbursement of expenses incurred by the Professionals.

Mr. Auburn tells the Court that the Compensation Procedures will
streamline the professional compensation process and enable the
Court and all parties-in-interest to more effectively monitor the
fees incurred by the Professionals.  The Compensation Procedures
will also avoid forcing the Professionals to finance the Debtors'
Chapter 11 cases while awaiting final approval of their fees and
expenses.

Pursuant to Sections 105(a) and 331 of the Bankruptcy Code, the
Debtors ask the Court to approve these Compensation Procedures:

   (a) No earlier than the 25th day of each month following the
       month for which compensation is sought, each Professional
       may file an application for interim allowance of
       compensation for services rendered and reimbursement of
       expenses incurred during the preceding month and serve a
       copy of the Monthly Fee Application by first class mail
       on:

        (1) the Office of the United States Trustee;

        (2) the Debtors and their counsel;

        (3) counsel to the Official Committee of Unsecured
            Creditors and any other committees appointed in the
            Debtors' Chapter 11 cases; and

        (4) counsel to General Electric Capital Corporation;

   (b) Each Notice Party will have 20 days after service of a
       Monthly Fee Application to object.  If no timely
       objections are filed, the Professional will file a
       certificate of no objection with the Court, after which
       the Debtors will be authorized to pay the Professional 80%
       of the fees and 100% of the requested expenses.  If a
       timely objection is filed, the Debtors will be authorized
       to pay the Professional 80% of the fees and 100% of the
       expenses not subject to the objection;

   (c) If any Notice Party objects to a Professional's Monthly
       Fee Application, it must file with the Court and serve on
       the Professional and each Notice Party an objection,
       identifying with specificity the objectionable fees or
       expenses, and the basis for the Objection.  If the
       objecting party and the affected Professional are unable
       to reach a resolution within 20 days after service of the
       Objection, the affected Professional may either:

        (i) file a response to the Objection with the Court,
            together with a request for payment of the
            difference, if any, between the Maximum Interim
            Payment and the Actual Interim Payment made to the
            Professional; or

       (ii) forego payment of the Incremental Amount until the
            next quarterly fee application request hearing or
            final fee application hearing, at which time the
            Court will consider and rule on the Objection if
            requested by the parties;

   (d) Beginning with the approximate three-month period from the
       Petition Date and ending on March 31, 2006, and at the end
       of each three-month period thereafter, each Professional
       must file with the Court and serve on the Notice Parties
       a request, pursuant to Section 331, for interim Court
       approval and allowance of compensation for services
       rendered and reimbursement of expenses sought in the
       Monthly Fee Applications filed during the period;  

   (e) The Quarterly Fee Application Request will include a
       summary of the Monthly Fee Applications that are the
       subject of the request and any other information requested
       by the Court or required by the local rules.  Each
       Quarterly Fee Application Request will be filed with the
       Court and served on the Notice Parties by no later than 45
       days after the end of the applicable Interim Fee Period.  
       Any Professional who fails to file a Quarterly Fee
       Application Request when due will be ineligible to receive
       further interim payments of fees or expenses until the
       time as the Quarterly Fee Application Request is
       submitted;

   (f) The Debtors will request that the Court schedule a hearing
       on Quarterly Fee Application Requests at least once every
       six months or at other intervals as the Court deems
       appropriate;

   (g) The pendency of an Objection to payment of compensation
       or reimbursement of expenses will not disqualify a
       Professional from the future payment of compensation or
       reimbursement of expenses; and

   (h) Neither (i) the payment of or the failure to pay, in whole
       or in part, monthly interim compensation and reimbursement
       of expenses, nor (ii) the filing of or the failure to file
       an Objection to any Fee Application or Quarterly Fee
       Application Request will bind any party-in-interest or the
       Court with respect to the allowance of interim or final
       applications for compensation for services rendered and
       reimbursement of expenses.  All fees and expenses paid
       to Professionals are subject to disgorgement until final
       allowance by the Court.

The Debtors also request that each Committee Member be permitted
to submit statements of expenses and supporting vouchers to
counsel to the applicable Committee, who will collect and submit
the requests for reimbursement in accordance with the
Compensation Procedures as if the Committee Member were a
Professional.

The first Monthly Fee Application to be submitted by each
Professional will cover the period from the Petition Date through
and including January 31, 2006.

The first Interim Fee Application Deadline will be May 15, 2006,
and the first Quarterly Fee Application Request will cover the
Interim Fee Period from the Petition Date through and including
March 31, 2006.  

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  Edmon L. Morton, Esq.,
and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
represent the Debtors in their restructuring efforts.  As of
Sept. 30, 2005, the company had $604,275,000 in total assets and
$1,197,438,000 in total debts.  (Pliant Bankruptcy News, Issue
No. 4; Bankruptcy Creditors' Service, Inc., 215/945-7000)


R.H. DONNELLEY: Completes $2.2 Bil. Issue of New Debt Securities
----------------------------------------------------------------
R.H. Donnelley Corporation (NYSE: RHD - News) issued $365 million
aggregate principal amount at maturity -- approximately $332
million gross proceeds -- of 6.875% series A-1 senior discount
notes due in 2013.  

In addition, R.H. Donnelley Finance Corporation III, a newly
formed subsidiary of the Company, issued:

   * $660 million aggregate principal amount at maturity --
     approximately $600 million gross proceeds -- of 6.875% series
     A-2 senior discount notes due in 2013, and

   * $1,210 million of aggregate principal amount of 8.875% series
     A-3 notes due 2016.

The proceeds of the series A-1 senior discount notes were used to
fund a portion of the repurchase of all of the Company's
outstanding shares of convertible preferred stock on Jan. 27,
2006.  The proceeds from the series A-2 senior discount notes and
the series A-3 senior notes will be used to pay Dex Media, Inc.'s
stockholders in connection with the completed acquisition of Dex
Media, Inc., and for other general corporate purposes including
the payment of fees and expenses.

All of the senior notes were sold in a private offering for resale
to qualified institutional buyers in accordance with Rule 144A
under the Securities Act of 1933 and in offshore transactions
pursuant to Regulation S under the Securities Act.  

R.H. Donnelley -- http://www.rhd.com/-- is a leading Yellow Pages
publisher and local online search company.  RHD publishes
directories with total distribution of approximately 28 million
serving approximately 260,000 local and national advertisers in 19
states.  RHD publishes directories under the Sprint Yellow
Pages(R) brand in 18 states with total distribution of
approximately 18 million serving approximately 160,000 local and
national advertisers, with major markets including Las Vegas,
Nevada, and Orlando and Fort Myers, Florida.  In addition, RHD
publishes directories under the SBC Yellow Pages brand in Illinois
and Northwest Indiana with total distribution of approximately 10
million serving approximately 100,000 local and national
advertisers.  RHD also offers online city guides and search
websites in its major Sprint Yellow Pages markets under the Best
Red Yellow Pages(R) brand at http://www.bestredyp.com/and in the  
Chicago area at http://www.chicagolandyp.com/

                         *   *   *

As previously reported in the Troubled Company Reporter on Feb. 2,
2006, Standard & Poor's Ratings Services lowered its ratings on
R.H. Donnelley Corp. and its operating subsidiary Donnelley, Inc.,
including its corporate credit rating to 'BB-' from 'BB', as
expected, following the company's announcement that the company
has completed its acquisition of Dex Media Inc.

In addition, all ratings on RHD and RHD Inc. were removed from
CreditWatch with negative implications.

Furthermore, Standard & Poor's affirmed bank loan rating on RHD
Inc. and all ratings on the Dex family of companies, including the
corporate credit rating of 'BB-'.  The outlook is stable.

As previously reported in the Troubled Company Reporter on
Jan. 13, 2006, Fitch Ratings has initiated rating coverage on R.H.
Donnelley Corp. by assigning a 'B+' Issuer Default Rating and a
'CCC+' rating to RHD's senior unsecured notes.

Fitch has also assigned specific issue ratings to R.H. Donnelley
Inc. and has revised ratings on Dex Media Inc. and its wholly
owned subsidiaries, Dex Media West and Dex Media East.  All Dex
ratings are removed from Rating Watch Negative where they were
placed Oct. 3, 2005.

The 'B+' IDR applies to each of the five issuing entities.  The
rating action affects approximately $8.5 billion of debt
outstanding at Sept. 30, 2005.  The Rating Outlook is stable.


R.H. DONNELLEY: Registers 2.5 Million Common Shares For Resale
--------------------------------------------------------------
R.H. Donnelley Corp. filed a Registration Statement with the
Securities and Exchange Commission to allow for resale of
2,527,251 shares of Common Stock for a maximum offering of
$159,216,813.  The shares are to be issued under the Dex Media,
Inc. 2004 Incentive Award Plan and the Stock Option Plan.

The holder will also have the right to purchase 1/100 of a share
of R.H. Donnelley's Series B Participating Cumulative Preferred
Stock.  This right will also be issued with respect to each share
of Common Stock.  The Bank of New York is the successor to First
Chicago Trust Company of New York as Rights Agent.

R.H. Donnelley's stock is traded in the New York Stock Exchange.  
Last month, R.H. Donnelley's common stock was traded at a low
price of $60.01 and high end of $65.62.  This month, the common
stock is traded in the $64 level.

A full-text copy of R.H. Donnelley Corp.'s Registration Statement
is available at no charge at http://ResearchArchives.com/t/s?50d

R.H. Donnelley -- http://www.rhd.com/-- is a leading Yellow Pages
publisher and local online search company.  RHD publishes
directories with total distribution of approximately 28 million
serving approximately 260,000 local and national advertisers in 19
states.  RHD publishes directories under the Sprint Yellow
Pages(R) brand in 18 states with total distribution of
approximately 18 million serving approximately 160,000 local and
national advertisers, with major markets including Las Vegas,
Nevada, and Orlando and Fort Myers, Florida.  In addition, RHD
publishes directories under the SBC Yellow Pages brand in Illinois
and Northwest Indiana with total distribution of approximately 10
million serving approximately 100,000 local and national
advertisers.  RHD also offers online city guides and search
websites in its major Sprint Yellow Pages markets under the Best
Red Yellow Pages(R) brand at http://www.bestredyp.com/and in the  
Chicago area at http://www.chicagolandyp.com/

                        *    *    *

As previously reported in the Troubled Company Reporter on Feb. 2,
2006, Standard & Poor's Ratings Services lowered its ratings on
R.H. Donnelley Corp. and its operating subsidiary Donnelley, Inc.,
including its corporate credit rating to 'BB-' from 'BB', as
expected, following the company's announcement that the company
has completed its acquisition of Dex Media Inc.

In addition, all ratings on RHD and RHD Inc. were removed from
CreditWatch with negative implications.

Furthermore, Standard & Poor's affirmed bank loan rating on RHD
Inc. and all ratings on the Dex family of companies, including the
corporate credit rating of 'BB-'.  The outlook is stable.

As previously reported in the Troubled Company Reporter on
Jan. 13, 2006, Fitch Ratings has initiated rating coverage on R.H.
Donnelley Corp. by assigning a 'B+' Issuer Default Rating and a
'CCC+' rating to RHD's senior unsecured notes.

Fitch has also assigned specific issue ratings to R.H. Donnelley
Inc. and has revised ratings on Dex Media Inc. and its wholly
owned subsidiaries, Dex Media West and Dex Media East.  All Dex
ratings are removed from Rating Watch Negative where they were
placed Oct. 3, 2005.

The 'B+' IDR applies to each of the five issuing entities.  The
rating action affects approximately $8.5 billion of debt
outstanding at Sept. 30, 2005.  The Rating Outlook is stable.


REFCO INC: Sale Hearing for Sale of Stake in PCIG Set for Feb. 28
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 9, 2006,
Refco Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to authorize Refco
Group Ltd., LLC, to sell "Purchase Shares," consisting of 14.29%
minority stake in Partners Capital Investment Group, L.L.C., under
the terms of a proposed repurchase agreement.

Partners Capital is a non-regulated international investment
advisory firm primarily involved in providing investment advisory
and financial consulting services to institutions and high net
worth individuals, as well as acting as general partner to six
investment funds sponsored by Refco Group, with approximately
$880,000,000 of assets under management.

Shortly after the Petition date, Partners Capital approached the
Debtors to propose a repurchase of the Purchase Shares.  The
Debtors and the Purchaser then engaged in intense negotiations
over several weeks, culminating in the agreement memorialized in
the Purchase Agreement.

Pursuant to the Purchase Agreement, Refco Group will transfer,
subject to Court approval and an auction process, its 14.29%
interest in Partners Capital to Partners Capital in exchange for
$1,540,000 in cash, without deduction or setoff of any kind.

Based on the results of their analysis of the Debtors' ongoing
and future business prospects, the Debtors' management and
financial advisors have concluded that the best way to maximize
value for the Debtors' estates is to sell the Purchase Shares to
Partners Capital and thereby avoid a liquidation sale or sale at
a depressed price.

                         *     *     *

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court authorizes the Debtors to sign the Purchase
Agreement for the transfer of Refco Group Ltd., LLC's 14.29%
minority stake in Partners Capital Investment Group, L.L.C.  The
Court further allows the Debtors to perform obligations under the
Purchase Agreement, which arise before the Sale Hearing.

The hearing to consider approval of the sale of the Purchase
Shares to the successful bidder will be held on Feb. 28, 2006,
10:00 a.m. Eastern Time.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


REFCO INC: Court Okays Bid Procedures for Sale of Interest in PCIG
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 10, 2006,
Refco Inc., and its debtor-affiliates propose to implement uniform
bid procedures for the sale of Refco Group Ltd., LLC's 14.29%
minority stake in Partners Capital Investment Group, L.L.C.

A full-text copy of the Bid Procedures is available for free at:

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

The Bid Procedures contemplate an auction process similar to that
conducted for the sale of the assets of Refco, LLC:

    * qualification of bidders,
    * access to information, and
    * a minimum initial overbid requirement.

The Bid Procedures also contemplate certain protections for
Partners Capital, as the opening bidder, who has committed to a
floor price for the Auction.

The Bid Procedures specifically provide that:

    (a) The Minimum Bid must be equal or exceed the sum of:

           * the $1,540,000 purchase price; plus
           * the $50,000 Minimum Overbid Increment; plus
           * the Break-Up Fee; plus
           * the Expense Reimbursement.

    (b) The initial overbid requirement of any qualified bid is an
        amount not less than $50,000, with further bidding in
        $10,000 increments;

    (c) If the Debtors receive a Qualified Bid other than the
        Acquisition Transaction, an auction will be held on
        _______ __, 2006, at __:00 _.m. Eastern Time, at the
        offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four
        Times Square, New York, NY 10036 or at any other location
        as the Debtors may designate.

    (d) Refco Group is permitted to assemble a Disclosure Package,
        containing:

           * Partners Capital 2003 & 2004 Financials,

           * Partners Capital September 30, 2005 Financials,

           * Last 4 Quarters Income Statement and Balance Sheet,
             and

           * Fourth Amended and Restated Limited Liability Company
             Agreement dated July 31, 2005;

    (e) If there are qualified competing bids, the Debtors will
        allow Partners Capital and qualified bidders to submit
        improved bids.  Based on the terms of the bids received
        and other information as the Debtors deem relevant, the
        Debtors, in their sole discretion, after consultation with
        representatives of the Official Committee of Unsecured
        Creditors, may adopt rules for the submission of improved
        bids and conduct the auction in all respects in a manner
        they determine, in their reasonable business judgment,
        will better promote the goals of obtaining the highest,
        best or otherwise financially superior proposal that is
        not consistent with any of the provisions of the Bidding
        Procedures Order or the Bankruptcy Code;

    (f) At the close of the Auction, the Debtors will identify
        which Qualified Bidder had the highest or otherwise best
        bid, which will be determined by considering:

           * the total consideration to be received by the
             Debtors;

           * the likelihood of each Qualified Bidder's ability to
             timely close a transaction and make any deferred
             payments, if applicable; and

           * the net benefit to the estate, taking into account
             the Breakup-Fee and Expense Reimbursement.

                           *     *     *

The Honorable Robert D. Drain of the Southern District of New York
Bankruptcy Court directs the Debtors to comply with bid procedures
pursuant to the Purchase Agreement in all respects.

If the Debtors receive competing bids, an auction will be held on
February 24, 2006, at 10:00 a.m. Eastern Time, at the offices of
Skadden, Arps, Slate, Meagher & Flom LLP, or any location as the
Debtors may designate.  The Debtors will provide to Partners
Capital Investment Group, L.L.C., and each Qualified Bidder, a
written notice of the Auction on or before February 21, 2006.

Judge Drain further directs the Debtors and PCIG to consult with
representatives of the Official Committee of Unsecured Creditors
and the Administrative Agent for the Debtors' prepetition bank
lenders prior to making any determinations or announcements and
exercising their discretion as contemplated by the Bid
Procedures.

The hearing to consider approval of the sale of the Purchase
Shares to the successful bidder will be held on Feb. 28, 2006,
10:00 a.m. Eastern Time.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 20; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


REFCO INC: Wants Court to Approve New Cash Investment Guidelines
----------------------------------------------------------------
Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, relates that Refco Inc., and its debtor-
affiliates have bank accounts located in various states and
several foreign countries through which the Debtors manage cash
transactions for their entire corporate enterprise.  The assets in
the Bank Accounts consist of cash, cash equivalents, short-term
investments, and deposit accounts.

Before the Petition Date, the Debtors invested their cash in
accordance with general investment guidelines pursuant to Section
345 of the Bankruptcy Code.

Ms. Henry notes that several of the Debtors' largest accounts are
held in banks that are on the United States Trustee's approved
depository list, including HSBC Bank USA, Bank of America, N.A.,
JPMorgan Chase and Wachovia Bank, N.A.  All deposits held in the
Approved Depositories will be invested in certain types of
obligations.

The Debtors believe that the institutions at which their
investments are held are financially stable, and all deposits are
designed to yield the maximum reasonable net return on the funds
invested.

To effectively manage the cash held in the Bank Accounts, the
Debtors seek the U.S. Bankruptcy Court for the Southern District
of New York's authority to invest in these types of accounts
located at the Approved Depositories according to a new set of
Investment Guidelines:

   (a) U.S. Treasuries/Government Agencies

       Obligations like Treasury Bills, notes and repurchase
       agreements issued or guaranteed by the U.S. Government
       or its agencies.  There are no dollar limitations or
       portfolio percentage holding limits on those instruments.

   (b) Corporate Obligations

       Obligations like commercial paper issued by a company
       with rating no lower than A1/P1 for commercial paper and
       A3/A- for long term debt.  Total corporate obligations
       are limited to $25 million per issuer and may not exceed
       50% of the portfolio.

   (c) Bank Obligations

       Obligations, including bank deposits and certificates of
       deposit, of banks having a credit rating no lower than
       A3/A-.  These obligations are limited to $25 million per
       issuer and 75% of the portfolio at the settlement date.

   (d) MoneyMarket Mutual Funds

       The funds must have a credit rating no lower than AAA or
       Aaa by Standard & Poor's, Moody's, or Fitch.  These
       Investments are limited to $25 million with any one
       institution and must not exceed 25% of total assets
       under management in any one fund.  No synthetically
       created instruments are permitted.

The goals of the new Investment Guidelines are to preserve
principal, provide liquidity and maintain yield.  Investments
made under the Investment Guidelines are considered short-term
investments.  Investment for speculative purposes is not
permitted.

Ms. Henry says that investment maturities will not exceed
30 days, and compliance with the Investment Guidelines will be
guaranteed by a rigorous and daily process of internal review.

The Debtors also propose to deposit amounts in other non-
approved, U.S.-based banks, including Harris Bank.  The
Investment Guidelines limit that deposit to investments in
obligations issued or guaranteed by the U.S. government or its
agencies.  There are no dollar limitations or portfolio
percentage holding limits on those instruments.

The Investment Guidelines, Ms. Henry clarifies, do not apply to
securities held by Refco Capital Markets, Ltd.  Moreover, the
Debtors will continue to be bound by the terms and conditions
provided in the stipulation and consent order limiting activities
of RCM and Refco Securities LLC.

Ms. Henry tells Judge Drain that the Investment Guidelines will
enable the Debtors to maintain the security of their investments,
while at the same time, providing them with the flexibility
required to maximize the yield on investment and deposit of cash.

In view of the magnitude of cash that is or will be held by the
Debtors, Ms. Henry says investment in strict compliance with the
requirements of Section 345(b) of the Bankruptcy Code is
inconsistent with Section 345(a), which authorizes deposits or
investments of a bankruptcy estate's assets in a manner that will
"yield the maximum reasonable net return on money, taking into
account the safety of deposit or investment."

Section 345(b) provides that, for deposits or investments that
are not "insured or guaranteed by the United States or by a
department, agency or instrumentality of the United States or
backed by the full faith and credit of the United States," the
estate must require from the entity with which the money is
deposited or invested a bond in favor of the United States
secured by the undertaking of an adequate corporate surety.  In
the alternative, the estate may require the entity to deposit
securities specified in 31 U.S.C. Section 9303.

Ms. Henry says the requirement of obtaining a bond secured by the
undertaking of a corporate surety from each of the numerous
financial institutions with which the Debtors deposit or invest
funds would be prohibitively expensive and administratively
burdensome, and could offset much of the financial gain derived
from investing in private as well as federal or federally
guaranteed securities.

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

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Refco
reported $16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


RIVERSTONE NETWORKS: Inks $170MM Asset Purchase Deal With Lucent
----------------------------------------------------------------
Riverstone Networks (Pink Sheets:RSTN) signed a definitive asset
purchase agreement with Lucent Technologies (NYSE:LU) under which
Lucent will acquire substantially all of Riverstone's business
operations, not including its cash and convertible subordinated
notes, for $170 million in cash.  Completion of the transaction is
subject to certain closing conditions.

Over the last year, Lucent and Riverstone have worked together in
a strategic alliance, delivering high-quality carrier Ethernet
routers to service provider customers.  This transaction provides
Lucent with direct access to one of the fastest growing areas of
carrier investment: next-generation Ethernet infrastructure.  Both
Lucent and Riverstone are committed to a seamless transition for
Riverstone's customers, resellers and suppliers.

For Riverstone, this transaction culminates the company's
achievements over the past two years including:

     * establishing a strong presence in one of the fastest
       growing segments of the service provider market;

     * introducing technology advancements and new products;

     * the creation of India-based research and development; and

     * expanded deployments to Tier-1 carriers in North America,
       Europe and Asia.

"We are extremely pleased and energized to join forces with an
industry leader that we have admired and with which we have
closely collaborated over the past year," Oscar Rodriguez,
President and CEO of Riverstone, said.  "We view this combination
as a major win for our stockholders, customers, resellers and
employees around the world.  In addition to maximizing value for
our stakeholders, this transaction will enable Riverstone to
successfully build on its heritage of innovation.  With Lucent, we
will now be better able to address our customers' needs and to
extend Riverstone's technology leadership into new markets while
also keeping our development cycles on a fast track.  In addition,
Riverstone's employees will be part of a larger organization that
is ideally positioned to compete in today's rapidly evolving
global marketplace."

Following the close of the transaction, Riverstone will become
part of Lucent's Multimedia Network Solutions business.  
Substantially all of Riverstone's employees are expected to join
Lucent.

                              Terms

As a condition of the asset purchase agreement, Riverstone has
agreed to conduct the sale of its business under the provisions
of Chapter 11, section 363 of the U.S. Bankruptcy Code.  
Following this sale, Riverstone intends to:

     * satisfy its remaining non-operating liabilities including
       payment of its convertible subordinated notes in the amount
       of $65,875,000;

     * provide for any contingent liabilities and costs of
       liquidation; and

     * distribute its remaining cash to Riverstone's shareholders
       as part of a plan of liquidation.

Riverstone tells its shareholders that they should consult with
respective their tax advisors as to the income tax ramifications
of the liquidating cash distributions.

While Riverstone presently has sufficient cash to fund its
continuing operations, U.S. bankruptcy law permits use of Section
363 of Chapter 11 for solvent companies that wish to sell their
assets in a supervised auction.  Riverstone believes that the use
of Section 363 in this fashion ensures an orderly strategic sale
of the business and follow-on liquidation and dissolution of its
public entity.

Riverstone filed a voluntary petition under Chapter 11 of the U.S.
Bankruptcy Code with the U.S. Bankruptcy Court for the District of
Delaware on Feb. 7, 2006.

Because Riverstone is conducting the sale under Section 363, the
completion of Riverstone's financial audit will not be necessary,
and accordingly, work with the auditors has been suspended.

Riverstone's transaction with Lucent is expected to close by the
middle of the calendar year 2006.  The transaction is also subject
to customary regulatory approvals, the resolution of the
Securities and Exchange Commission's pending investigation of
accounting issues that arose under Riverstone's prior management,
and bankruptcy court approval of the final sale terms.  No
shareholder consent is required.

                            Advisors

As directed by its Board of Directors, Riverstone conducted a
thorough process of exploring strategic and financial alternatives
during 2005 with the advice of Sonenshine Partners LLP as
Riverstone's investment banking firm and Morgan, Lewis & Bockius
LLP as outside legal counsel.

                    About Lucent Technologies

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

                    About Riverstone Networks

Headquartered in Santa Clara, California, Riverstone Networks,
Inc. -- http://www.riverstonenet.com/-- provides carrier Ethernet  
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors in their restructuring efforts.  As of Dec.
24, 2005, the Debtors reported assets totaling $98,341,134 and
debts totaling $130,071,947.


RIVERSTONE NETWORKS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Riverstone Networks, Inc.
        5200 Great America Parkway
        Santa Clara, California 95054
        Tel: (408) 878-6500
        Fax: (408) 878-6501

Bankruptcy Case No.: 06-10110

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Blue Coast Software                        06-10111
      The OASys Group, Inc.                      06-10112
      Riverstone Networks SPC, Inc.              06-10113
      Pipal Systems, Inc.                        06-10114

Type of Business: The Debtor is a provider of networking
                  technologies and telecommunication services for
                  businesses.  See http://www.riverstonenet.com/

Chapter 11 Petition Date: February 7, 2006

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtors' Counsel: Edmon L. Morton, Esq.
                  Robert S. Brady, Esq.
                  Young, Conaway, Stargatt & Taylor LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, Delaware 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Financial Condition as of December 24, 2005:

      Total Assets:  $98,341,134

      Total Debts:  $130,071,947

Consolidated List of Debtors' 20 Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
U.S. Bank National Association    Bonds              $65,875,000
Corporate Trust Services
Nevada Financial Center, 2300
West Sahara, 3rd Floor
Las Vegas, NV 89102

IXIA                              Trade                 $135,654
26601 West Agoura Road
Calabasas, CA 91302

Hewlett-Packard Espanola, S.L.    Trade                  $53,442
Carretera N-V1, KM
Madrid, Spain

Exhibit Central                   Trade                  $15,275

Molex Connector                   Trade                  $13,621

Avnet                             Trade                  $12,516

Miracle Engineers                 Trade                   $8,000

Grant Thornton LLP                Trade                   $4,949

Dennemeyer & Co. Ltd.             Trade                   $3,341

Light Reading Inc.                Trade                   $3,200

CDW Computer                      Trade                   $2,560

Spherion                          Trade                   $1,680

Office Depot Business             Trade                     $912

Calgreg Electronics               Trade                     $582

CPR Networks                      Trade                     $541

Meritronics Inc.                  Trade                     $440

Elliott Laboratories Inc.         Trade                     $400

Axess Limousine, Inc.             Trade                     $324

Netpower Technologies             Trade                     $221

Leboulanger                       Trade                     $152


ROUGE INDUSTRIES: Wants Severstal's Mineral Lease Rights Clarified
------------------------------------------------------------------
Rouge Industries, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to confirm the validity of the transfer of
certain mineral leases to Severstal North America, Inc., under the
terms of the asset purchase agreement governing the sale of
substantially all of the Debtors' assets to OAO Severstal.

Severstal North America is the U.S.-based affiliate of OAO
Severstal, Russia's second largest steel producer.  In December
2003, the Bankruptcy Court approved the sale of substantially all
of the Debtors' assets to OAO for $285.5 million.  Among the
assets sold were agreements covering certain of the Debtors' oil
and gas interests in Kentucky.  

Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, tells the Bankruptcy Court that the Debtors' right to
collect royalties under these agreements was effectively conveyed
to Severstal pursuant to the asset purchase agreement and
subsequent court order approving the sale.

However, several parties to the mineral leases have questioned
Severstal's right over the royalties and have asserted that the
leases were not conveyed to Severstal.  

To allow Severstal to enforce the terms of the leases, the
Debtors' also ask the Bankruptcy Court to approve a Lease
Assignment Agreement that would formally convey the leases to
Severstal.  The Debtors say that the Bankruptcy Court's December
2003 order approving the sale gives them sufficient authority to
enter into the Lease Assignment Agreement.

The Debtors inked the Lease Assignment Agreement out of an
abundance of caution.  They maintain that the mineral leases have
already been transferred to Severstal based on the original asset
purchase agreement.  The Debtors point out that the mineral leases
are considered as property interests under Kentucky law and are
not executory contracts that the Debtors have to convey to
Severstal.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $558,131,000 in total assets and
$558,131,000 in total debts.  On Dec. 19, 2003, the Court approved
the sale of substantially all of the Debtors' assets to Severstal
N.A. for $285.5 million.  The Asset Sale closed on Jan. 30, 2005.


SATMEX: Inks Debt Restructuring Accord with Senior Noteholders
--------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., Mexico's leading satellite
service provider, announced that the principal terms of a
restructuring of its indebtedness, supported by the Conciliador
appointed in its Concurso Mercantil proceeding, were reached among
the ad-hoc committees of holders of the Senior Secured Floating
Rate Notes due 2004 and the 10-1/8% Senior Notes due 2004, the
Company and its shareholders.

"After more than two years of trying to reconcile many highly
complex issues, I am pleased that Satmex will emerge from this
process with a better financial outlook and a more competitive
company, able to continue delivering premier satellite services to
its most important constituents, its customers," said Sergio
Autrey, Chairman and CEO of Satmex.  "The upcoming launch of
Satmex 6 in May of this year will fortify the company even
further."

Richard Mastoloni, vice president and treasurer of Loral and
representing Loral's interests in Satmex said, "This agreement is
the culmination of the last few years of hard work that Loral has
contributed to the restructuring of Satmex's business.  Without
the need for external financing, Satmex will now be able to launch
the Space Systems/Loral-built Satmex 6 satellite, one of the
region's largest and most powerful satellites that will provide
high-demand C- and Ku-band coverage of the entire Western
hemisphere."

Thomas Heather, the Conciliador in the Concurso Mercantil
proceeding of Satmex, appointed at the request of Mexico's
Ministry of Communications and Transportation, said, "The
challenge was to preserve the substantial value inherent in Satmex
and to quickly bring all parties into agreement in order to
eradicate the uncertainty that has existed thus far in the
process.  The country's invaluable assets, its orbital positions
and its satellite coverage, will continue to receive the key
communication support of Satmex.  This continuity will create the
confidence necessary for new investment in this area.  All
applicable governmental approvals necessary to implement the
restructuring plan, including those of the Ministry of
Communications and Transportation, are expected to be issued in
due course and in a timely manner."

"The ad hoc committee of the 10 1/8 percent senior noteholders is
pleased that we have finally reached a fundamentally fair
agreement-in-principle that creates the sound financial footing
required for Satmex to succeed," said Robert L. Rauch, partner and
director of research of Gramercy Advisors LLC, who heads the
committee.  "We would like to thank the conciliador Thomas Heather
and the Mexican government for providing the leadership necessary
to reach this consensual restructuring."

"This has been a complicated and challenging deal," said Mitchell
Harwood of Mitchell A. Harwood Partners, financial advisor to the
Ad Hoc Committee of Floating Rate Noteholders.  The Floating Rate
Noteholders, including GoldenTree Asset Management and Murray
Capital Management, are pleased that they have arrived at an
agreement in principle and look forward to a speedy resolution of
the deal.

The Company expects that, with the support of its Creditors and

shareholders, negotiations of the comprehensive terms and
conditions will move forward quickly and resolution of the many
outstanding issues will be achieved in a timely manner, although
there is no assurance that final agreement will be reached. The
restructuring agreement is subject to receipt of necessary Mexican
government regulatory approvals.

Specifically, the agreement provides that holders of the existing

U.S.$203.4 million of FRNs will receive new first priority senior
secured notes with a face value equal to the sum of current
principal and accrued interest through the effective date of the
restructuring in satisfaction of the obligations due under the
FRNs.

The terms proposed for the First Priority Senior Secured Notes are
as:

    -- Five year maturity with a quarterly coupon of LIBOR + 875
       basis points;

    -- Callable at a price of 103 in year 1, 102 in year 2, 101
       in year 3 and at par (plus accrued interest);

    -- First priority security interest in Satmex's assets; and

    -- Cash sweep prepayments on any cash balances over US$5
       million.

The agreement also includes the issuance of new second lien senior
notes in the principal amount of US$140,000,000 and certain shares
of reorganized Satmex to the holders of the existing U.S.$320
million of HYBs in satisfaction of the obligations due under the
HYBs including all accrued interest.  

The proposal provides for these terms for the Second Priority
Senior Secured Notes:

    -- Seven year maturity with a quarterly coupon of 10-1/8%    
       all-in, with 0 percent cash payment in year 1, 2%       
       cash payment  until the First Priority Senior Secured
       Notes are paid in full, after which time the coupon will
       be paid wholly in cash;

    -- Second lien on Satmex's assets junior in priority,  
       operation and effect to the security interests of the
       First Priority Senior Secured Notes;

    -- After the full payment of the First Priority Senior
       Secured Notes, cash sweep prepayment on any cash balances
       over US$5 million;

    -- In exchange for capitalization of the balance of their
       claim of US$274 million in principal and unpaid interest,
       the holders of the HYBs will receive approximately 80% of
       the economic interest in the equity of Satmex including
       approximately 47% of the voting capital; and the
       shareholders agreement will include certain minority
       governance rights.

Headquartered in Mexico, Satelites Mexicanos, S.A. de C.V.
-- http://www.satmex.com/-- is the leading provider of fixed   
satellite services in Mexico and is expanding its services to
become a leading provider of fixed satellite services throughout
Latin America.  Satmex provides transponder capacity to customers
for distribution of network and cable television programming and
on-site transmission of live news reports, sporting events and
other video feeds.  Satmex also provides satellite transmission
capacity to telecommunications service providers for public
telephone networks in Mexico and elsewhere and to corporate
customers for their private business networks with data, voice and
video applications, as well as satellite internet services.  The
Debtor is an affiliate of Loral Space & Communications Ltd., which
filed for chapter 11 protection on July 15, 2003 (Bankr. S.D.N.Y.
Case No. 03-41710).  Some holders of prepetition debt securities
filed an involuntary chapter 11 petition against the Debtor on May
25, 2005 (Bankr. S.D.N.Y. Case No. 05-13862).  The Debtor, through
Sergio Autrey Maza, the Foreign Representative, Chief Executive
Officer and Chairman of the Board of Directors of Satmex filed an
ancillary proceeding on Aug. 4, 2005 (S.D.N.Y. Case No. 05-16103).  
Matthew Scott Barr, Esq., Luc A. Despins, Esq., Paul D. Malek,
Esq., and Jeffrey K. Milton, Esq., at Milbank, Tweed, Hadley &
McCloy LLP represent the Debtor.  When the Debtor filed an
ancillary proceeding, it listed $900,000,000 in assets and
$688,000,000 in debts.


SEPRACOR INC: Earns $37.2 Million for Fourth Quarter Ended Dec. 31
------------------------------------------------------------------
Sepracor Inc. (Nasdaq: SEPR) reported its consolidated financial
results for the fourth quarter and full year ended Dec. 31, 2005.

For the three months ended Dec. 31, 2005, Sepracor's consolidated
revenues were approximately $311.1 million, of which revenues from
Sepracor's pharmaceutical product sales were approximately
$302.9 million:

   -- XOPENEX(R) brand levalbuterol HCl Inhalation Solution
      revenues were $146 million,

   -- XOPENEX HFA(TM) brand levalbuterol tartrate Inhalation
      Aerosol revenues were $12 million, and

   -- LUNESTA(TM) brand eszopiclone revenues were $144.9 million.

Net income for the fourth quarter of 2005 was approximately
$37.2 million.  These consolidated results compare with
consolidated revenues of $131.4 million, of which revenues from
Sepracor's pharmaceutical product sales (XOPENEX Inhalation
Solution) were approximately $117.2 million, and a net loss of
$33.7 million, for the three months ended Dec. 31, 2004.

For the year ended Dec. 31, 2005, Sepracor's consolidated revenues
were approximately $820.9 million, of which revenues from
Sepracor's pharmaceutical product sales were approximately
$769.7 million:

   -- XOPENEX Inhalation Solution revenues were $428.5 million,
   -- XOPENEX HFA revenues were $12.0 million, and
   -- LUNESTA revenues were $329.2 million.

Net income for the year ended Dec. 31, 2005, was approximately
$5 million.  These consolidated results compare with consolidated
revenues of $380.9 million, of which revenues from Sepracor's
pharmaceutical product sales (XOPENEX Inhalation Solution) were
approximately $319.8 million, and a net loss of $295.7 million,
for the year ended Dec. 31, 2004.  

Included in the net loss for the year ended December 31, 2004, was
a charge of approximately $69.8 million, or approximately $0.76
per share, representing inducement costs incurred in connection
with the conversion of convertible subordinated notes into shares
of Sepracor common stock.

"The year 2005 was a year of significant growth for Sepracor and
its stakeholders.  It marks our first profitable year, aided by
the successful launch in April of LUNESTA brand eszopiclone for
the treatment of insomnia.  In December, we expanded our XOPENEX
franchise with the launch of XOPENEX HFA, a metered-dose inhaler
(MDI) for the treatment or prevention of bronchospasm," Timothy J.
Barberich, Chairman and Chief Executive Officer of Sepracor said.

"We also submitted a New Drug Application (NDA) to the U.S. Food
and Drug Administration for arformoterol, a nebulized long-acting
beta-agonist for the treatment of chronic obstructive pulmonary
disease (COPD), advanced our early-stage pipeline of
pharmaceutical products, and presented and published data related
to our LUNESTA and XOPENEX product franchises.  We are proud of
our successes during the past year.  With these accomplishments,
we believe we have positioned Sepracor for continued growth and
profitability for 2006."

Sepracor continues to earn royalties on sales of out-licensed
antihistamine products.  These include:

   * ALLEGRA(R) brand fexofenadine HCl -- marketed by sanofi-
     aventis, Sepracor earns royalties in countries outside the
     U.S. where Sepracor holds patents relating to fexofenadine,
     including Japan, Europe, Canada and Australia;

   * CLARINEX(R) brand desloratadine HCl -- marketed by Schering-
     Plough Corporation, Sepracor earns royalties on sales of all
     formulations of CLARINEX in the U.S. and other countries
     where Sepracor holds patents relating to desloratadine; and

   * XYZAL(R)/XUSAL(TM) brand levocetirizine -- marketed by UCB,
     Sepracor earns royalties on sales of levocetirizine in
     European countries in which the product is sold.

In 2005, royalty revenue for these products was approximately
$51.2 million.

Sepracor Inc. is a research-based pharmaceutical company dedicated
to treating and preventing human disease through the discovery,
development and commercialization of innovative pharmaceutical
products that are directed toward serving unmet medical needs.
Sepracor's drug development program has yielded an extensive
portfolio of pharmaceutical compound candidates with a focus on
respiratory and central nervous system disorders.  Sepracor's
corporate headquarters are located in Marlborough, Massachusetts.

As of September 30, 2005, Sepracor's equity deficit narrowed to
$212,788,000 from a $331,115,000 deficit at Dec.31, 2004.

                            *   *   *

Sepracor Inc.'s corporate credit rating carries Standard & Poor's
CCC+ rating.


SPECTRUM BRANDS: S&P Lowers Corporate Credit Rating to B from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on The
Atlanta, Georgia-based Spectrum Brands Inc., including its
corporate credit rating to 'B' from 'B+'.
     
The ratings were also removed from CreditWatch with negative
implications where they were placed on Nov. 10, 2005.  The outlook
is stable.  About $2.3 billion of debt is affected by this action.
     
The downgrade is based on the company's weak operating performance
since the fourth quarter of fiscal 2005 due primarily to negative
trends in its North American and European battery segments and
increasing commodity costs which have pressured margins.

"While Spectrum Brands has taken steps to address these issues and
expects cost savings related to synergies from the United
Industries and Tetra Holdings GmbH acquisitions, the competitive
operating environment and continued commodity cost pressure are
expected to challenge the company to improve its financial
performance in the near term," said Standard & Poor's credit
analyst Patrick Jeffrey.


STARWOOD HOTELS: Earns $422 Million of Net Income in 2005
---------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc., earned $423 million of
income from continuing operations for the year ended Dec. 31,
2005, as compared to $369 million of income from continuing
operation a year earlier.  Net income, after discontinued
operations, was $422 million, versus $395 million of net income in
2004.

Income from continuing operations was $159 million in the fourth
quarter of 2005 compared to $111 million for the same period in
2004.

Starwood Hotels' management reported that for the thirteenth
quarter in a row, total Company market share in North America
increased for the Company's owned and managed hotels as well as
for system-wide hotels.  According to Smith Travel Research,
system-wide market share in North America increased approximately
100 basis points for the full year 2005 when compared to 2004.

The Company's results continued to be negatively impacted by lost
business in New Orleans, Cancun and Miami as a result of damage at
its owned hotels from Hurricanes Katrina and Wilma.  Although the
Company has recorded expenses for its insurance deductibles
associated with these storms, in accordance with accounting rules,
it has not recorded any of its expected recoveries under its
existing business interruption insurance policies.

Steven J. Heyer, CEO, said "I am very pleased with our results
this quarter. We beat our top and bottom line expectations and for
thirteen quarters in a row our market share has increased.  We are
moving full speed ahead with all of our strategic initiatives and
with the brand building initiatives rolling out across our system,
we expect our momentum to continue.

"During the quarter we made significant progress toward reducing
our investment in owned real estate, while maintaining long-term,
attractive management agreements with an outstanding partner. I
couldn't be more pleased with the results of this transaction and
the future opportunities it creates for us.  And, as we said when
we announced the deal, it re-opened our window for share
repurchases. Since our window opened, we have repurchased $373
million in stock, and we plan to be buyers of our stock throughout
2006.

"We closed on the purchase of the Le Meridien brand, adding
another upper upscale brand and 122 hotels to our system.  The
brand is very strong, and we are pleased with the quality of the
hotel management teams in place.  After these two transactions,
our earnings become more balanced between hotel ownership and fee
income. We expect to aggressively drive both businesses."

At Dec. 31, 2005, the Company's balance sheet showed $12.4 billion
in total assets and total debt, including debt classified as held
for sale, of $4.145 billion.  At Dec. 31, 2005, debt was
approximately 69% fixed rate and 31% floating rate and its
weighted average maturity was 4.4 years with a weighted average
interest rate of 6.27%.

                        Asset Sale

In 2005, in addition to the sale of three hotels in joint ventures
that Starwood Hotels held a minority interest in, the Company sold
ten wholly owned hotels for cash proceeds of approximately $510
million.  Additionally, in January 2006 the Company completed the
sale of four hotels for proceeds of $234 million in cash.  The
Company had previously announced that it entered into a definitive
agreement with Host Marriott Corporation to sell 38 hotels for
cash as well as assumption of debt and stock.  As part of the
agreement, the Company will manage the hotels for up to 40 years.

                    About Starwood Hotels

With headquarters in White Plains, N.Y., Starwood Hotels & Resorts
Worldwide, Inc. -- http://www.starwoodhotels.com/-- is one of the  
leading hotel and leisure companies in the world with
approximately 750 properties in more than 80 countries and 120,000
employees at its owned and managed properties.  With
internationally renowned brands, Starwood(R) corporation is a
fully integrated owner, operator and franchiser of hotels and
resorts including: St. Regis(R), The Luxury Collection (R),
Sheraton(R), Westin(R), Four Points(R) by Sheraton, and W(R),
Hotels and Resorts as well as Starwood Vacation Ownership, Inc.,
one of the premier developers and operators of high quality
vacation interval ownership resorts.

                        *     *     *

Standard & Poor's Ratings Services revised its outlook on hotel
and leisure company Starwood Hotels & Resorts Worldwide Inc. to
positive from stable.  At the same time, the ratings were affirmed
on the Company, including the 'BB+' corporate credit rating.  

In addition, Standard & Poor's placed its 'BB+' ratings on
Starwood subsidiary ITT Corp.'s $450 million senior notes and $150
million senior notes on CreditWatch with negative implications,
reflecting the expectation that these obligations will be assumed
by Host Marriott Corporation (BB-/Stable/--), a lower rated
entity, subject to bondholder consent.  The ratings on the notes
would be lowered to the level of Host's senior unsecured rating,
which is currently 'BB-', if they are assumed on a pari-passu
basis upon the close of the transaction expected by the first
quarter of 2006.


STEEDS CROSSING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Steeds Crossing Partners Joint Venture
        150 Barsana Road
        Austin, Texas 78737

Bankruptcy Case No.: 06-10144

Chapter 11 Petition Date: February 6, 2006

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Eric R. Borsheim, Esq.
                  Law Office of Eric R. Borsheim
                  1601 Rio Grande, Suite 360
                  Austin, Texas 78701
                  Tel: (512) 479-7068
                  Fax: (512) 477-0741

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor does not have unsecured creditors who are not insiders.


SUBURBAN PROPANE: Earns $38 Million in Quarter Ended Dec. 24, 2005
------------------------------------------------------------------
Suburban Propane Partners, L.P. (NYSE: SPH) reported significantly
improved earnings for the three months ended Dec. 24, 2005.

Net income for the quarter ended Dec. 24, 2005 was $38.2 million,
an increase of $13.3 million, or 53.4%, compared to the prior year
quarter of $24.9 million.  

Revenues for the quarter ended Dec. 24, 2005, were $487.4 million,
compared to the prior year quarter of $424 million.
  
"We are extremely pleased with the first quarter earnings growth.
The benefits of our field realignment and the elimination of our
fuel oil ceiling program have already started to result in
improvements to our operating results," Chief Executive Officer
Mark A. Alexander said.  "We are still dealing with an extremely
high commodity environment and increased customer conservation,
but we now have a stronger, more efficient operating
infrastructure and are better able to take advantage of margin
opportunities, particularly in the fuel oil segment, while our
core propane segment continues to perform strongly.  We are well
positioned for significant earnings growth in fiscal 2006."

At Dec. 24, 2005, assets totaled $1 billion and liabilities
totaled $952 million, resulting in a stockholders' equity of
$97.5 million.

Headquartered in Whippany, New Jersey, Suburban Propane Partners,
L.P. -- http://www.suburbanpropane.com/-- is a publicly traded  
Master Limited Partnership listed on the New York Stock Exchange.  
Suburban has been in the customer service business since 1928.  
The Partnership serves the energy needs of approximately 1,000,000
residential, commercial, industrial and agricultural customers
through more than 370 customer service centers in 30 states.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 26, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on retail propane and fuel oil distributor Suburban Propane
Partners L.P. to 'B+' from 'BB-' and removed the company's ratings
from CreditWatch with negative implications, where they were
placed on Sept. 19, 2005.  The outlook is stable.

Standard & Poor's also lowered its senior unsecured rating on
Suburban to 'B-' from 'B'.

Whippany, New Jersey-based Suburban had $563.7 million of debt as
of June 25, 2005.
     
The rating action reflects Suburban's weak operating and financial
performance in fiscal 2005 at the partnership's fuel oil segment,
primarily due to spikes in commodity prices and an ineffective
hedging strategy for the partnership's fuel oil customer ceiling
program.


SUPERB SOUND: Wants to Sell Two Retail Stores' Assets to Phase One
------------------------------------------------------------------
Superb Sound, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis for permission to
sell substantially all of its assets free and clear of any and all
liens, claims, interest, encumbrances, and charges.

The Debtor negotiated an agreement to sell the assets of its
retail stores located at 1005 Lewis and Clark Highway, in
Clarksville, Indiana, and 4600 Shelbyville Road, in Louisville,
Kentucky to Phase One Orace, LLC.

The essential terms of the purchase agreement include:

     i) a sum equal to $300,000 paid in cash at Closing for the
        Debtor's inventory located at the Louisville and
        Clarksville Store, selected by the Buyer at the end of the
        business day on the day before closing.  The inventory
        will be determined by physical count and valued
        at cost;

    ii) a sum equal to $125,000 paid in the form of an installment
        note payable to the Debtor from the buyer for a mutually
        agreeable non compete contract for the term of two years;

   iii) a sum equal to $40,000 paid in cash at Closing for the
        Debtor's assets selected by the Buyer at the end of the
        business day on the day before Closing.  The assets will
        be determined by physical count and valued at cost or
        another mutually agreeable amount; and

    iv) a sum equal to $35,000 paid in cash at Closing for the
        Debtor's goodwill from the Louisville and Clarksville
        Stores.

Under the agreement, the Debtor will assume and assign the
contracts to the buyer with the transfer of the other assets.

                    Reason For the Sale

The Debtor tells the Court that the company suffered financial
difficulty for a period of time prior to its chapter 11 filing.  
After it filed for bankruptcy, sales at the stores have not met
its expectations.  The Debtor asserts that it doesn't need all 7
of its remaining retail stores to reorganize.

One retail store in Lexington location has already been sold.  The
Debtor believes that by selling its assets is beneficial to the
estate because it liquidates the stores.  The real property lease
on the stores has been rejected and the Debtor would have closed
the stores altogether.  Due to lagging sales, the Clarksville
location has already been closed.

                         Security Interest

The sale proceeds, which are not greater than $500,000, will be
paid to Old National Bank's secured debt.  Old National Bank holds
a validly and properly perfected first-priority security interest
to the Debtor's assets.  Old National has at least $4.5 million
interest value.

Secured vendors also hold perfected security interest in and to
the goods they have sold to the Debtor, however, the secured
vendors have all subordinated their secured position to Old
National by subordination agreements prior to the Debtor's chapter
11 filing, and are therefore wholly-unsecured based on an analysis
of the value of the assets relative to the amount of the Old
National outstanding debts.

Headquartered in Indianapolis, Indiana, Superb Sound, Inc., dba
Ovation, Ovation Audio/Video and Ovation Home --
http://www.ovation-av.com/-- is an audio, video and mobile  
electronics specialist.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. S.D. Ind. Case No. 05-29137).
William J. Tucker, Esq., at William J. Tucker & Associates, LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed  
$9,416,642 in assets and $14,546,796 in debts.


TELOGY INC: Files Joint Plan of Reorganization in N.D. of Calif.
----------------------------------------------------------------
Telogy, Inc., and its debtor-affiliate, e-Cycle, LLC, filed a
Joint Plan of Reorganization with the U.S. Bankruptcy Court for
the Northern District of California on January 23, 2005.  

The Debtors sought the Court's authority to file the Plan without
a disclosure statement.  Ramon M. Naguiat, Esq., at Pachulski,
Stang, Ziehl, Young Jones & Weintraub P.C., informs the Court that
the Debtors would like the flexibility to file the Plan earlier
than the Disclosure Statement to show its vendors and customers
that it is making quick progress in its chapter 11 proceeding.

                      Reorganized Companies

On or before the Plan's effective date, Reorganized Telogy will be
formed as a Delaware limited liability company.  Reorganized
Telogy will be treated as a partnership for federal income tax
purposes.

On or before the Effective Date, Reorganized e-Cycle will be
formed as a Delaware limited liability company.  Reorganized
Telogy will be the sole member and manager of Reorganized e-Cycle,
and Reorganized e-Cycle shall be disregarded as an entity separate
from Reorganized Telogy for federal income tax purposes.

On the Effective Date, Reorganized Telogy will acquire
substantially all of the assets of Telogy, and Reorganized e-Cycle
will acquire substantially all of the assets of e-Cycle, pursuant
to the applicable Asset Purchase Agreement.  Telogy's equipment
has a going concern value of not more than $121.84 million. In
addition, contemporaneously with the acquisition, Reorganized
Debtors will assume the obligations set forth in the Plan,
including, with respect to Reorganized Telogy, the obligations
under the New Securities.  Reorganized Telogy will transfer its
new securities and cash to the holders of allowed claims in
accordance with the Plan.

On the Effective Date, Anthony Schiavo, Telogy's Chairman of the
Board of Directors and Chief Executive Officer, will contribute,
for nominal value, or cause to be contributed to Reorganized
Telogy all of the outstanding equity securities of Telogy
International, which will become a wholly owned subsidiary of
Reorganized Telogy.

                          Exit Facility

On the Effective Date, Reorganized Telogy and will enter into the
exit financing agreements with financial entities yet to be
disclosed by the Debtors.  The Exit Facility will provide for,
among other things:

   (1) a revolving credit facility of at least $20 million,
       partially drawn as of the Effective Date;

   (2) a term of five years;

   (3) interest will be payable quarterly in arrears;

   (4) the indebtedness of Reorganized Telogy and its subsidiaries
       evidenced by the Exit Facility will rank senior in right of
       payment to any and all subordinated indebtedness and pari
       passu in right of payment with all other existing and
       future unsubordinated indebtedness;

   (5) secured with a first priority security interest;

   (6) financial covenants customary for loans of this type, and
       will be mutually agreed to by the Ad Hoc Committee --
       comprised of B IV Capital Partners, L.P., DK Acquisition
       Partners, and Sunrise Partners Limited Partnership -- and
       the Debtors, including, without limitation, in respect of
       maximum capital expenditures and leverage and minimum cash
       balances;

   (7) other covenants customary for debt of this type, and as
       will be mutually agreed to by the Ad Hoc Committee and
       Debtors; and

   (8) all documentation relating to the Exit Facility will be
       governed by the law of the State of New York.

                Treatment of Claims and Interests

Holders of claims under the Fourth Amended and Restated Credit
Agreement dated August 12, 2003, and holders of the Debtors':

   -- 7.48% Senior Secured Notes, Series A, due March 15,
      2003, under the Note Agreement dated March 15, 1998;

   -- 7.69% Senior Secured Notes, Series B, due March 15, 2005;
      and

   -- 8.82% Senior Secured Notes, Series 1999-A, due July 15,
      2006, under that certain Note Agreement dated as of July 15,
      1999;

will receive:

   (1) a pro rate share from the special trust account maintained
       by Bank of America, N.A., as collateral agent under the
       Consolidated Security Agreement dated December 31, 1998,
       under the Amended and Restated Intercreditor Agreement
       dated December 31, 1998, into which certain preferential
       payments have been deposited.

   (2) a pro rata share of 793,083 Series A New Shares, comprising
       of:

       (a) four classes of membership interest in Reorganized
           Telogy issued on the Effective Date; and

       (b) warrants to be issued to holders of subordinated
           claims; and

   (3) cash payment for costs and expenses incurred in connection
       with the Debtor's reorganization including, without
       limitation:

       (a) any fees and costs of legal and financial advisors
           retained by the Ad Hoc Committee; and

       (b) the fees and costs of legal and financial advisors
           retained by the Ad Hoc Noteholder Committee --
           presently consisting of Minnesota Life Insurance
           Company, The Canada Life Assurance Company of New York,
           Canada Life Insurance Company of America, The
           Prudential Insurance Company of America, United of
           Omaha Life Insurance Company, and Guggenheim Partners
           and the Collateral Agent.

Holders of general unsecured claims will receive their pro rata
share of a $100,000 pot.

Agilent, Tektronix, and Rhode & Schwarz will receive 100% of their
allowed claims.

If holders of obligations under:

   -- the 14.00% Series A Senior Subordinated Notes due 2010 and
      14.01% Series B Senior Subordinated Notes due 2011 issued by
      Telogy under that certain Note Purchase and Private Shelf
      Agreement, dated as of December 14, 1999;

   -- 16% Senior Subordinated Notes due 2011 issued by Telogy
      under that certain Note Purchase Agreement, dated as of
      August 12, 2003;

   -- 14% Series A Senior Subordinated Notes due 2007 and the 14%
      Series B Senior Subordinated Notes due 2009 issued by Telogy
      under that certain Note Purchase Agreement, dated as of
      December 23, 1993;

   -- the Amended and Restated Subordinated Noted dated January 1,
      2000;

vote to accept the Plan, they will receive, in full satisfaction
of their claims, a pro rata share of:

   (1) 3,826 Series A New Shares; and

   (2) two series of Subordinated Claim Warrants, Series X and
       Series Y, to acquire 88,498 Series A New Shares, with each
       such series entitling their Holders to purchase, in the
       aggregate, 44,249 Series A New Shares.

If they vote to reject the Plan, they will be treated as general
unsecured claim holders

Holders of general unsecured claims amounting to $5,000 or less or
general unsecured claims in excess of $5,000 where holders have
irrevocably elected on their ballots cast as votes to accept the
Plan to reduce their claims to $5,000 will recover 100% of their
claim in cash.

Holders of:

   -- intercompany claims;

   -- outstanding obligations under the Junior Subordinated Note
      Agreements with Massachusetts Mutual Life Insurance Company
      issued in 1995 and 1998; and

   -- equity interests;

will receive nothing.

A full-text copy of the Joint Plan of Reorganization is available
for a fee at:

     http://www.researcharchives.com/bin/download?id=060207021529

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


TONY WEBBER: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Tony L. Webber
        14442 Floret Estates Lane
        Cypress, Texas 77429

Bankruptcy Case No.: 06-30434

Chapter 11 Petition Date: February 6, 2006

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Aaron Keiter, Esq.
                  The Keiter Law Firm, P.C.
                  4545 Mt. Vernon
                  Houston, Texas 77006-5815
                  Tel: (713) 706-3636
                  Fax: (713) 706-3622

Estimated Assets: $1 Million to $10 Million

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

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


TRANSALTA CORP: S&P Upgrades Pref. Shares' Rating to BB+ from BB
----------------------------------------------------------------
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on Calgary, Altanta-based, electricity generator
TransAlta Corp. and its wholly owned subsidiary TransAlta
Utilities Corp., to 'BBB' from 'BBB-'.  Standard & Poor's also
raised:

   * the rating on TransAlta's senior unsecured debt to 'BBB'
     from 'BBB-';

   * the rating on TransAlta's preferred shares to 'BB+'
     from 'BB'; and

   * the rating on TransAlta Utilities' senior secured debt
     to 'BBB+' from 'BBB'.

The outlook is stable.
     
The ratings actions reflect a stronger financial profile and less
aggressive financial policy and growth strategy, with no
meaningful change expected for the company's business risk profile
in the next several years.  The upgrade also reflects Standard &
Poor's expectation that TransAlta's financial profile will
strengthen further, although marginally, in 2006 and that
management will remain focused on managing volatility of key
credit metrics.
     
"TransAlta has successfully rebounded from the negative
consequences of its historically aggressive growth and financial
policy which have plagued the company's creditworthiness in the
past few years," said Standard & Poor's credit analyst Nicole
Martin.  

The company's greenfield construction projects initiated in
previous years are complete and TransAlta is now benefiting from
reduced capital outlays and a financial return on these
investments.  Furthermore, the commitment to a less aggressive
balance sheet realized through modest debt reduction and a more
moderate growth strategy also serves to support the company's
creditworthiness.

"Although TransAlta's sustainable financial profile is expected to
support the 'BBB' rating, the company will continue to be hampered
by its reliance on higher risk merchant cash flows for future
growth initiatives or debt reduction," added Ms. Martin.  
     
The stable outlook reflects Standard & Poor's expectation that
TransAlta will continue to demonstrate a commitment to credit
quality by managing the volatility in its key credit metrics.  The
company's challenge will be to fund growth without weakening its
strengthened balance sheet.  A material debt-financed acquisition
or greenfield generation project, an increase in the risk appetite
of the trading organization, or a sustained deterioration in
operating performance of the Alberta power purchase arrangement
plants could result in an outlook revision to negative.  Given the
company's business risk profile and financial policy, a positive
outlook or uplift to the rating is highly unlikely.


UAL CORP: Asks Court to Approve Bond Interest Rate Settlement
-------------------------------------------------------------
Pursuant to a Court-approved Chicago Municipal Bond Settlement
Agreement, Reorganized UAL Corp is required to issue $149,646,114
par value (structured to trade at par) convertible notes due 2021
-- New UAL ORD Settlement Bonds -- so that they will trade, at the
time of issuance, at a value not less than par, on terms that are
"reasonably acceptable" to Stark Investments, L.P., and Shepherd
Investments International, Ltd.

On December 12, 2005, Stark and Shepherd filed a limited
objection to the Plan of Reorganization contending that the
indenture documents related to the Chicago Municipal Settlement
Agreement were not yet in a form acceptable to them.  The Debtors
and Stark have subsequently reached an agreement on all issues
but one -- the appropriate interest rate on the New UAL ORD
Settlement Bonds.

Erik W. Chalut, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells the Court that the Debtors are prepared to show,
at an evidentiary hearing, that the interest rate they proposed
will allow the New UAL ORD Settlement Bonds to be traded at par
upon issuance as required by the Chicago Municipal Bond
Settlement Agreement.

Accordingly, the Debtors ask the Court to approve their proposed
interest rate.

The Debtors did not indicate the proposed interest rate in their
pleading.

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.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006. The Company
emerged from bankruptcy protection on February 1, 2006.  (United
Airlines Bankruptcy News, Issue No. 116; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


UNITED SURGICAL: Moody's Reviews Low-B Ratings for Upgrade
----------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
the B1 corporate family rating and the B3 senior subordinated note
rating of United Surgical Partners Holdings, Inc., which is a
wholly owned subsidiary of United Surgical Partners International,
Inc.

The review for possible upgrade follows the company's announcement
that it has signed an agreement to acquire Surgis, Inc., a
privately held surgery center company based in Nashville,
Tennessee.  Surgis operates 24 surgery centers and is in the
process of developing seven additional units.  Twenty of the 31
total facilities are located in markets presently served by United
Surgical or one of its healthcare system partners.  Surgis also
manages the endoscopy service in 42 acute care hospitals and
reported revenues under management of $118 million for 2005.

The rating review for possible upgrade acknowledges the improved
financial profile of the company on a standalone basis and Moody's
expectation that incremental debt likely to be incurred with
respect to the Surgis acquisition should have only a moderate
impact on the company's financial leverage.

Ratings placed under review for possible upgrade:

   * Corporate family rating, rated B1

   * $150 million guaranteed senior subordinated global notes due
     2011, rated B3

United Surgical (NASDAQ: USPI), which is headquartered in Dallas,
Texas, currently maintains ownership interests or operates 104
surgical facilities.  Of the company's 101 U.S.-based surgery
centers, 68 are jointly owned with not-for-profit healthcare
systems.  United Surgical also operates three facilities in the
United Kingdom.


UNIVERSAL ACCESS: Court Confirms Second Amended Liquidating Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
confirmed the Second Amended Plan of Liquidation and approved the
adequacy of the Second Amended Disclosure Statement jointly filed
by Universal Access Global Holdings, Inc., and its debtor-
affiliates and the Official Committee of Unsecured Creditors.  The
Court entered its order on Jan. 27, 2006.  

The Court also approved the appointment of Clear Thinking Group
LLC as the Plan Administrator under the confirmed Plan.

             Summary of Second Amended Joint Plan

The Amended Plan provides for the substantive consolidation of the
estates, with all of the assets and liabilities of each of the
Debtors to be consolidated into a single estate.  

On the effective date of the Plan:

   1) all assets of the estates will be transferred to UAI, Inc.
      as a single pool of assets free and clear of all
      encumbrances, claims, and other interests, except as
      otherwise provided in the Plan or the Bankruptcy Court's
      confirmation order; and

   2) all claims between the Debtors will be eliminated and
      claims against individual Debtors will be treated as one
      single claim for distribution purposes.

On the effective date, all assets of the Debtors will be vested in
UAI, Inc., which will continue to exist for the purpose of
implementing the Plan.  UAI, Inc. will be managed and governed by
the Plan Administrator.  The Plan Administrator will be empowered
to effect all actions necessary to perform and enforce the duties,
obligations and rights of UAI, Inc. under the Plan.

                Treatment of Claims and Interests

1) Prepetition priority non-tax claims will be paid in full after
   the effective date of the Plan.

2) Prepetition general unsecured claims, totaling approximately
   $44,034,000 will receive:

   a) pro-rata distributions of available funds, if any, remaining
      after payment or reserve for payment of allowed Prepetition
      priority non-tax claims, allowed administrative claims,
      allowed priority tax claims, allowed general unsecured
      convenience claims and costs of administration of the Plan;
      and

   b) the percentage of UAGH stock that is issued to UAI, Inc.,
      pursuant to any Shell Sale transaction that may occur under
      Section 5.8 of the Plan.

3) Convenience Claims, totaling approximately $28,851 will receive
   after the effective date, either 80% of the amount of the
   allowed claim if the allowed claim is equal to or less than
   $1,000 or $800 if the amount of the allowed claim is greater
   than $1,000.

4) Untimely filed claims will receive pro-rata distributions of
   any remaining cash, if any, from the Cash Pool, after full
   payment of all allowed prepetition general unsecured claims.

5) Penalty and forfeiture claims will receive pro-rata
   distributions of any remaining cash, if any, from the Cash
   Pool, after full payment of all untimely filed claims.

6) Interest holders, totaling approximately $14,462,000 will
   receive pro-rata distributions of any remaining cash, if any,
   from the Cash Pool, after full payment of all penalty and
   forfeiture claims.

7) Secured claims, totaling approximately $309,000 will receive,
   at the option of the Plan Administrator either:

   a) assets securing the claim that has been abandoned to
      the holder of that claim and the holder will be allowed to
      pursue rights and remedies against those assets, including
      set-off, or

   b) a cash distribution equal to value of the assets securing
      the claim and the encumbrance against those assets will be
      terminated.

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

   http://www.researcharchives.com/bin/download?id=060207021150

Headquartered in Chicago, Illinois, Universal Access Global
Holdings, Inc. -- http://www.universalaccess.com/-- provides   
network infrastructure services and facilitates the buying and
selling of capacity on communications networks.  The Company and
its debtor-affiliates filed for a chapter 11 protection on August
4, 2004 (Bankr. N.D. Ill. Case No. 04-28747).  John Collen, Esq.,
and Rosanne Ciambrone, Esq., at Duane Morris LLC, represent the
Company.  David W. Wirt, Esq., and David Neier, Esq., at Winston &
Strawn, represent an Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it listed
$22,047,000 in total assets and $24,054,000 in total debts.


URBAN HOTELS: Court Establishes March 1 as Claims Bar Date
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set March 1, 2006, as the deadline for all creditors owed money by
Urban Hotels, Inc., d/b/a LA Plaza Hotel, on account of claims
arising prior to Nov. 28, 2005, to file their proofs of claim.

Creditors must file written proofs of claim on or before the
March 1 Claims Bar Date and deliver those forms to:

     Clerk of the U.S. Bankruptcy Court
     Edward R. Roybal Federal Building and Courthouse
     255 East Temple Street
     Los Angeles, CA 90012

Copies must be sent to:

     M. Jonathan Hayes
     Law Offices of M. Jonathan Hayes
     21800 Oxnard Street, Suite 840
     Woodland Hills, CA 91367

Headquartered in Culver City, California, Urban Hotels Inc.,
operates Lax Plaza Hotel.  The Company filed for chapter 11
protection on Nov. 29, 2005 (Bankr. C.D. Calif. Case No.
05-50140), to stop a foreclosure sale by AN Capital, Inc.  
M. Jonathan Hayes, Esq., of Woodland Hills, California, represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it listed $23,000,000 in assets
and $20,000,000 in debts.


USG CORP: Plans to Raise $1.8 Million Through Rights Offering
-------------------------------------------------------------
To finance a portion of settlement payments to the asbestos
personal injury trust, as well as avoid disputes as to the
proper valuation of the shares, USG Corporation and its debtor-
affiliates expect to raise $1,800,000,000 through a rights
offering in connection with a plan of reorganization, Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, disclosed in papers filed with the Court.

The Debtors anticipate filing a plan and accompanying disclosure
statement in February 2006.

Mr. DeFranceschi says existing shareholders will be given the
ability to purchase one additional share of USG Corp. stock for
each share that they own.

In addition, the Debtors intend that rights will be tradeable.  
As a result, should a shareholder not desire to purchase
additional USG stock, it will be able to sell its right to do so
in the open market.

Under the rights offering, existing shareholders will merely be
given the option to purchase additional shares of USG stock.
As a result, the Debtors require that they have a firm commitment
from a third party to purchase each share of USG stock that is
not purchased by existing shareholders in the rights offering.

"That commitment," Mr. DeFranceschi explains, "will help ensure
that the Debtors receive the $1.8 billion necessary to make all
payments to the PI Trust.  Having that commitment will ensure
that the Debtors can demonstrate at confirmation that the Plan is
feasible for purposes of Section 1129(a)(11) of the Bankruptcy
Code."

On January 29, 2006, USG's Board of Directors amended a Rights
Agreement, dated as of March 27, 1998, between USG and Harris
N.A., as rights agent.

Among other things, the amendment permits USG's proposed equity
rights offering to proceed without triggering the original Rights
Agreement and accelerates the expiration of rights to 11 days
after the Plan's effectivity.

A full-text copy of the Amended Rights Agreement is available for
free at http://ResearchArchives.com/t/s?50c

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
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


W.R. GRACE: Wants to Settle Drake, Casillas & Scott PI Claims
-------------------------------------------------------------
Marcus Drake, Ramon Casillas, and Brenda Casillas initiated a
lawsuit against W.R. Grace & Co.-Conn. and its concrete
admixtures dispenser technician, Jeremy Jay Kline, before the
Superior Court of California, County of Sacramento, for injuries
and damages sustained in a February 2003 automobile accident.

Pursuant to the lawsuit, Mr. Drake asserted:

   -- $4,838 in past wage loss;
   -- $48,823 in past medical expenses; and
   -- $130,000 in projected future medical expenses.

Mr. Casillas asserted:

   -- $28,695 in wage loss;
   -- $750,000 in future wage loss;
   -- $190,000 in claimed past medical expenses; and
   -- $180,000 in future medical expenses.

Ms. Casillas alleged damages for loss of consortium.

The three claimants also seek $103,000 for loss of Mr. Casillas'
household services.

Fabrice Scott initiated a separate suit against Grace and Mr.
Kline for a currently undetermined amount, for injuries and
damages.

Grace has or will engage in settlement discussions regarding the
Claims of each of the PI Claimants.

Accordingly, the Debtors seek the Court's authority to settle the
Claims and pay as an administrative claim against Grace's Chapter
11 estates an amount not to exceed the $500,000 insurance
deductible that is applicable to all claims arising from the
accident.

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)


WESTON NURSERIES: Wants Plan-Filing Period Extended to May 12
-------------------------------------------------------------
Weston Nurseries, Inc. asks the U.S. Bankruptcy Court for the
District of Massachusetts to extend, until May 12, 2006, the
period within which it has the exclusive right to file a plan.  
The Debtor also wants to retain, until July 11, 2006, the
exclusive right to solicit acceptances of that plan from creditors
if a plan is filed by May 12, 2006.

The Debtor is awaiting the Bankruptcy Court's decision on the
long-standing dispute between its two shareholders, brothers Roger
N. Mezitt and R. Wayne Mezitt, concerning the disposition of the
leased portion of the land on which the Debtor operates and the
abutting acreage.  The proposed Shareholders' Settlement, if
executed and approved will allow the Debtor to move forward with
the planned sale process that should permit, after payment of
secured and priority claims, full payment on all allowed general
unsecured claims.

The Debtor anticipates filing a plan and disclosure statement
concurrent with or upon completion of the sale process to
distribute the proceeds of the intended sale and proposed
settlement.

Headquartered in Hopkinton, Massachusetts, Weston Nurseries, Inc.,
-- http://www.westonnurseries.com/-- is central New England's
premier resource in designing, creating, and enjoying outdoor
living areas.  Weston Nurseries grows and sells quality plants,
trees, shrubs, and perennials.  The Company filed for chapter 11
protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884).
Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of $10 million to $50 million.


WESTPOINT STEVENS: Aretex Wants Panel's Lift Stay Motion Denied
---------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Jan. 10, 2006, the Steering Committee asked the U.S. Bankruptcy
Court for the Southern District of New York to lift the automatic
stay to permit it and the First Lien Collateral Trustee to
exercise any and all rights and remedies that may exist with
respect to any and all of the Collateral that secures the
outstanding First Lien Indebtedness owed by WestPoint Stevens,
Inc., and its debtor-affiliates.

Sidney P. Levinson, Esq., at Hennigan, Bennett & Dorman, LLP, in
Los Angeles, California, asserts that relief from stay is
mandatory under Section 362(d)(2) of the Bankruptcy Code given
that the Debtors have no equity in the Securities and cannot
demonstrate that the Securities are necessary for an effective
reorganization.  Even if relief from stay were not mandatory,
Mr. Levinson contends that the Court should grant relief from stay
for cause under Section 362(d)(1).

Under the Sale Order, the Court held the value of the Securities
was $575,800,000, which is at least $78,000,000 below the total
principal amount of the First Lien Indebtedness and the Second
Lien Indebtedness as of July 8, 2005, not even taking into account
unpaid accrued interest, fees, expenses since August 1, 2005, of
more than $13,000,000.

Mr. Levinson adds that the Debtors also cannot carry their burden
to prove that the Securities are necessary for an effective
reorganization.  Mr. Levinson notes that the Debtors have
abandoned all prospects for a plan of reorganization, as evidenced
by their motion to dismiss their cases filed August 2005.

The Debtors remain administratively insolvent, unable to
reorganize the business, which has been sold, or fund a
liquidating plan of reorganization, Mr. Levinson points out.

The Debtors now face accrual of interest on the outstanding First
Lien Indebtedness of more than $3,000,000 per month.  Given the
Debtors' admission that reorganization is impossible and that
there is no reasonable likelihood of rehabilitation, Mr. Levinson
asserts, immediate relief from the automatic stay is warranted.

In the alternative, Mr. Levinson maintains that cause exists by
reason of the Debtors' inability to provide the Objecting First
Lien Lenders and the Steering Committee with adequate protection
of their secured claims.

                   Aretex and Purchasers Object

Aretex, LLC, WestPoint International, Inc. and WestPoint Home,
Inc., ask the Court to deny the Steering Committee's request to
lift the automatic stay.

Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal, LLP, in
New York, argues that the Steering Committee's request to lift the
stay is supported by two false presumptions that:

    -- some of the equity securities are the property of the
       Debtors' Estates and remain subject to the stay; and

    -- the automatic stay is the only thing that prevents it from
       setting its own course towards liquidating the Securities
       distributed at the Closing.

Mr. Wolfson states that the Securities distributed to the First
Lien Lenders became and remain the property of the recipient First
Lien Lenders.  The Securities initially for the Second Lien
Lenders were distributed to an escrow account with WestPoint
International as escrow agent for the benefit of the First Lien
Lenders, the Second Lien Lenders and Aretex, pro rata.  Mr.
Wolfson makes it clear that none of the Securities were
distributed to the Estates, none are the Estates' property, none
are subject to the automatic stay, and the distributions are
irreversible by virtue of the Closing.

Mr. Wolfson points out that the Court's obligation to control the
liquidating process prevents the Objecting First Lien Lenders from
acting upon the Securities and not the automatic stay.

Moreover, Mr. Wolfson says, the Steering Committee is not entitled
to relief because it has twice requested and has been twice denied
control of the Securities, therefore, barred by the law of the
case.

Mr. Wolfson further disclosed that the terms of the District
Court Order are still in flux so that the Court must defer ruling
on the Steering Committee's request until the District Court has
completed its proceedings.

In addition, the Steering Committee claims that it is entitled
relief from stay for cause as the Debtors have failed to make
adequate protection payments, the Securities do not provide it
with adequate protection, and it alleges improper conduct by
International's Board of Directors.  Mr. Wolfson asserts that each
argument lacks merit on the grounds that:

    (1) the Securities are not property of the Estates;

    (2) the First Lien Lenders and the Second Lien Lenders are no
        longer entitled to adequate protection under the Adequate
        Protection Order;

    (3) the collateral, the Parent Shares and Subscription Rights
        distributed to the members of the Steering Committee at
        the Closing, is currently held by them, valued in an
        amount equal to their claim, and protected against any
        diminution by the continued lien against the escrowed
        Subscription Rights and Excluded Assets; and

    (4) the decision to recommend the adoption of the amendments
        is insulated from judicial review by Delaware's business
        judgment rule.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed  
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 61; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINDSOR FINANCING: S&P Rates $49.6 Million Sub. Notes at (P)BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB-'
rating and '3' recovery rating to Windsor Financing LLC's $266
million senior secured bonds due 2017.
     
Standard & Poor's also assigned its preliminary 'BB' rating and
'5' recovery rating to the company's $49.6 million subordinated
secured notes due January 2016.  The outlook is stable.
     
Windsor is a single purpose entity created to refinance two
Cogentrix Energy Inc. (BB-/Stable/--) power plants, with three
facilities, located in:

   * Richmond, Virginia; and
   * Rocky Mount, North Carolina.
     
The '3' recovery rating on Windsor's $266 million secured bonds
indicates the expectation for meaningful recovery (50%-80%) of
principal in the event of payment default.
     
The '5' recovery rating on the company's $49.6 million
subordinated notes indicates the expectation of negligible
recovery (0%-25%) of principal in the event of payment default.
      
"The stable outlook is based on the contractual revenues and costs
and predominantly investment-grade counterparties," said Standard
& Poor's credit analyst Daniel Welt.
     
Standard & Poor's rating on Windsor is constrained by the rating
of the 100% owner, Cogentrix.


* Bankruptcy Team From Swidler Berlin Joins Orrick Herrington
-------------------------------------------------------------
The bankruptcy team from Swidler Berlin, led by Roger Frankel,
Esq., is joining Orrick, Herrington & Sutcliffe LLP, effective
Feb. 6, 2006.

Mr. Frankel, called "a dean of the bankruptcy practice" by
Chambers, is a former managing partner at Swidler Berlin from
1998-2000.  He brings to Orrick the entire bankruptcy team from
his former firm -- Richard Wyron, Esq., Jonathan Guy, Esq.,
Monique Almy, Esq., Mary Wallace, Esq., and five associates.

The 10-member team, with its roster of national clients, will be
based in Orrick's Washington, D.C. office.  The team has built a
reputation as a leader in both the energy sector and in asbestos-
related cases, and its lawyers are practitioners on complex issues
in these industries.

The lawyers have represented the National Grid companies in the
NRG and USGen Chapter 11 cases.  They advise court-appointed
future claims representatives in the high-profile cases of
Combustion Engineering, W.R. Grace and Congoleum.  This week, Mr.
Frankel and Mr. Guy are scheduled to argue before the United
States Court of Appeals for the Fifth Circuit representing Potomac
Electric Power Company, a major creditor in the Mirant bankruptcy
case.

"The addition of this highly respected team strengthens Orrick's
bankruptcy practice and achieves several strategic objectives for
the group, including raising our visibility on high-stakes matters
of national importance," said Lorraine McGowen, a New York partner
who is the co-chair of the Bankruptcy and Debt Restructuring
Group.  At Ms. McGowen's suggestion, Mr. Frankel will join her as
co-chair of the group.

"We got to know Orrick and its lawyers very well during
discussions between the two firms in 2004," Mr. Frankel said.  "We
were very impressed with the firm, but conflicts prevented a
merger.  At the end 2005 we learned that conflicts would prevent
our bankruptcy team from joining other Swidler lawyers who will be
going to Bingham McCutchen, we immediately contacted Orrick.  
There was nowhere else we wanted to go."

"Orrick is second to none in terms of the quality of its practices
and its culture.  Taking into consideration Orrick's global
network of offices, we are clearly in a better position than ever
before to help our clients achieve their goals, on the complex
matters they face today," Mr. Frankel continued.

                   About the New Orrick Lawyers

Roger Frankel, Esq., led Swidler's bankruptcy and creditors'
rights group and was a member of the firm's board of directors.  A
practitioner in the areas of business reorganization and
creditors' rights since 1972, Frankel represents a wide range of
companies and fiduciaries in debt restructuring and reorganization
matters ranging from multi-bank out-of-court workouts to
proceedings under state insolvency statutes and the Federal
Bankruptcy Code.

Recently, he has counseled clients with asbestos matters,
including representing a debtor in a successful pre-packaged
Chapter 11 case as well as representing other significant parties
in pending asbestos cases.  Mr. Frankel was named one of
Washington's top bankruptcy lawyers in Washingtonian in December
2004.  Chambers calls Frankel a "dean of the bankruptcy practice."  
He has been named in every edition of the "Best Lawyers in
America," and has appeared on the PBS news program, "Nightly
Business Report."

Richard Wyron, Esq., represents debtors, creditors, lenders,
equity holders, asset purchasers and other parties-in-interest in
proceedings under Chapter 11 of the Bankruptcy Code as well as in
non-judicial workouts and restructurings.  He has been lead
counsel in a wide variety of Chapter 11 cases.  

Among other clients, Mr. Wyron has represented a multi-state
retailer in its successful reorganization proceedings, a national
manufacturer in designing, implementing and confirming its pre-
packaged Chapter 11 plan, and the principal creditor in the
restructuring proceedings of an independent energy producer.

His practice includes significant asbestos matters.  Mr. Wyron
represented an asbestos defendant in developing and confirming its
Chapter 11 pre-packaged plan, and he currently advises the legal
representative for future claimants in several pending asbestos
bankruptcies.  Chambers has described Mr. Wyron as "an imaginative
strategist" with "good judgment and a balanced approach," and as a
"smart lawyer who gets the best deal for his client."

Jonathan Guy, Esq., has extensive experience as lead counsel in
complex commercial and bankruptcy litigation matters in state and
federal trial and appellate courts throughout the U.S.  His
clients include major companies in the utility, energy trading,
asphalt, oil, asbestos, retail, and telecommunications industries.  

Mr. Guy's litigation experience includes bankruptcy, antitrust,
environmental, security, and employment law, as well as common law
issues such as fraud and breach of contract. Mr. Guy also
represents debtors-in-possession, secured and unsecured creditors,
and committees in all litigation matters that arise in large and
complex Chapter 11 cases.

He also has been active in pro bono matters, including immigration
appeal matters and a class-action race discrimination suit.  He is
an advisor to the bipartisan Presidential Commission for the
National Museum for African American History.  Prior to becoming a
lawyer, Mr. Guy worked in investment banking.

Monique Almy, Esq., has 18 years of experience in bankruptcy and
creditors' rights matters.  Ms. Almy has represented commercial
banks and other financial institutions in bankruptcy-related
litigation, SBA and state-guaranteed transactions, and contested
mortgage foreclosure and distressed loan workouts.  Other clients
include DIP Lenders, official creditors' committees, health care
providers and long distance providers.

Mary Wallace, Esq., has extensive experience in sophisticated
corporate and finance transactions, including mergers and
acquisitions, divestitures, restructurings, private debt and
equity financings, joint ventures, and strategic licensing
arrangements.  Her clients include venture funds and other
financial institutions in connection with their investments as
well as telecommunications, media and technology, manufacturing
and biotechnology companies.

Joining the firm as associates are Matthew Cheney, Esq., Kathleen
Orr, Esq., Debra Lessin Felder, Esq., Kimberly Neureiter, Esq.,
and Katherine Thomas, Esq.

The addition of the ten-lawyer bankruptcy team brings the total
number of lawyers in Orrick's D.C. office to 77.  It adds
considerable depth to the firm's bankruptcy practice, which, in
addition to Washington, has a presence in New York, San Francisco,
Los Angeles, Sacramento, London, Paris and Moscow.

                   About Orrick's Bankruptcy and
                      Debt Restructuring Group

Orrick is renowned for its successful representation of secured
and unsecured lenders, major institutional investors, debtors,
official and ad hoc creditor committees in the United States,
Europe, Asia and Latin America.  The firm's experience enables it
to handle every complex issue that arises in bankruptcy cases,
out-of-court restructurings and recapitalization transactions.  
Its bankruptcy and debt restructuring lawyers represent many of
the largest institutional investors in distressed debt and are
recognized leaders in preserving and creating value for creditors,
bondholders and shareholders in both out-of-court and judicial
restructurings of large national and multinational companies.  The
firm's ability to handle transnational matters is enhanced through
the firm's offices in Hong Kong, London, Milan, Moscow, Paris,
Rome, Taipei and Tokyo.  While providing a full range of
restructuring-related legal services, the firm's bankruptcy and
debt restructuring lawyers draw upon, when necessary, the
resources of lawyers in other Orrick practice groups, including
those in corporate finance, securities, litigation, tax, pension
and real estate.

                        About Orrick

Orrick, Herrington & Sutcliffe LLP is an international law firm
with more than 850 lawyers in North America, Europe, and Asia.  
The firm focuses on litigation, complex and novel finance, and
innovative corporate transactions.  Orrick's clients include
Fortune 100 companies, major industrial and financial
corporations, commercial and investment banks, high-growth
companies, governmental entities, start-ups, and individuals.  The
firm's 16 offices are located in New York, Washington, D.C., San
Francisco, Silicon Valley, Sacramento, Los Angeles, Orange County,
Pacific Northwest, Hong Kong, London, Milan, Moscow, Paris, Rome,
Taipei and Tokyo.


* Deloitte's Sheila Smith Gets TMA's Outstanding Individual Award
-----------------------------------------------------------------
Sheila T. Smith, national service line leader of the
Reorganization Services Group of Deloitte Financial Advisory
Services LLP, a subsidiary of Deloitte & Touche USA LLP, will
receive the Outstanding Individual Contribution award from the
Turnaround Management Association.  Ms. Smith was recognized for
her dedication and commitment to the corporate renewal industry
and the TMA.

While pursuing a highly competitive career helping financial
institutions, equity investors and other stakeholders maximize
recovery from distressed and bankrupt companies, Ms. Smith, who
has led the RSG practice at Deloitte FAS for nearly a year, also
helped elevate the status of TMA, locally and internationally.

Ms. Smith has served as the TMA international vice president of
education, and as a member of the TMA Executive Committee, the
Cornerstone Council, a board-designated endowment fund, and the
Butler Cooley Excellence in Education Award Committee, which
honors teachers who have helped turn around children's lives.

"Deloitte FAS is delighted that TMA has recognized Sheila for her
contributions to the sector," said Frank Piantidosi, chairman and
chief executive officer, Deloitte FAS.  "Sheila's experience in
leading the only reorganization services advisory group among the
Big 4 has been exemplary in helping clients, creditors and
shareholders to develop and implement solutions that render
companies stronger.  Her dedication illustrates Deloitte FAS'
commitment to excellence and client service, and her contributions
to TMA reflect her high ethical standards and professionalism."

A frequent speaker at industry conferences, Ms. Smith chaired the
2004 TMA International Convention in New York, which broke all
previous attendance records.  In previous years, she chaired the
TMA Awards Committee, where she is credited with elevating the
awards.

"For ten years, Sheila has been a 'cheerleader' for the industry
and TMA," said Pamela Linton, president of the Northeast TMA
Chapter based in Boston.  Ms. Smith was the first woman president
of the chapter in 1998 when it earned the Outstanding Chapter of
the Year award.  She also expanded chapter membership by
initiating the concept of satellite chapters, now in place in
Rhode Island, Maine and in Worcester and Springfield,
Massachusetts.

"Sheila embodies the core principles that form the mission of
TMA," said Kathleen Z. Lepak, a fellow member of the 2005 TMA
Executive Committee.  "She has driven growth and a positive
reputation for her organization, which benefits TMA by
association."

Ms. Smith will receive the award at the TMA's 2006 Spring
Conference March 22-25 at the JW Marriott Desert Ridge in Phoenix,
Arizona.

                   About Deloitte

Deloitte refers to one or more of Deloitte Touche Tohmatsu, a
Swiss Verein, its member firms and their respective subsidiaries
and affiliates.  As a Swiss Verein, neither Deloitte Touche
Tohmatsu nor any of its member firms has any liability for each
other's acts or omissions.

Each of the member firms is a separate and independent legal
entity operating under the names "Deloitte", "Deloitte & Touche",
"Deloitte Touche Tohmatsu" or other related names.  Services are
provided by the member firms or their subsidiaries or affiliates
and not by the Deloitte Touche Tohmatsu Verein.

Deloitte & Touche USA LLP is the US member firm of Deloitte Touche
Tohmatsu.  In the US, services are provided by the subsidiaries of
Deloitte & Touche USA LLP (Deloitte & Touche LLP, Deloitte
Consulting LLP, Deloitte Financial Advisory Services LLP, Deloitte
Tax LLP and their subsidiaries), and not by Deloitte & Touche USA
LLP.

                    About the TMA

Headquartered in Chicago, TMA's members comprise a professional
community of turnaround practitioners, attorneys, accountants,
investors, lenders, venture capitalists, appraisers, liquidators,
executive recruiters and consultants.  Members adhere to a Code of
Ethics specifying high standards of professionalism, integrity and
competence.  Its Certified Turnaround Professional program
recognizes professional excellence and provides an objective
measure of expertise and experience related to workouts,
restructurings and corporate renewal.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
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.  Marie Therese V. Profetana, Shimero Jainga, Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry  
A. Soriano-Baaclo, Terence Patrick F. Casquejo, Christian Q.  
Salta, Jason A. Nieva, Lucilo Junior M. Pinili, Tara Marie A.  
Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                *** End of Transmission ***