TCR_Public/060213.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, February 13, 2006, Vol. 10, No. 37

                             Headlines

ACANDS INC: Asbestos Committee Taps Legal Analysis as Consultant
ACLC BUSINESS: Fitch Downgrades Three Debt Classes' Ratings to Cs
ACTIV LEARNING: Case Summary & 35 Known Creditors
ALASKA COMMS: Launches Tender Offer for 9-7/8% Senior Notes
ALLIED HOLDINGS: Must Deliver 2006 Operating Plan by February 28

ALLIED HOLDINGS: Taps Gowling Lafleur as Canadian Counsel
ANCHOR GLASS: Court Denies Glenshaw Glass' Bid to Recover Molds
APCO LIQUIDATING: Has Until February 15 to Remove Civil Actions
ARLINGTON HOSPITALITY: Wants Until March 14 to File Chap. 11 Plan
ATA AIRLINES: Can Use Cash Collateral Until Plan's Effective Date

ATHERTON FRANCHISE: Fitch Lowers Two Debt Classes' Ratings to Cs
ATRIUM COMPANIES: Moody's Junks Rating on $174 Million Sr. Notes
AUSTIN COMPANY: Court Sets March 15 as Claims Bar Date
BANC OF AMERICA: S&P Affirms Six Cert. Classes Ratings at Low-Bs
BARRETT EINAUGLER: Case Summary & 12 Unsecured Creditors

BROOKS SAND: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORP: U.S. Trustee Amended Creditors Committee Membership
CALPINE CORP: Can Hire PA Consulting as Consultants on Final Basis
CAPTEC GRANTOR: Fitch Junks Two Transaction Classes' Ratings
CHATTEM INC: Earns $2.4 Million in 4th Qtr. Ended Nov. 30, 2005

CHESAPEAKE CORP: Posts $254 Mil. Net Loss in 2005 Fourth Quarter
CIT GROUP: Weak Performance Spurs Moody's Securitization Review
COLLINS & AIKMAN: Court OKs Stipulation Resolving Textron Dispute
COLLINS & AIKMAN: Wants AIG to Advance Litigation Defense Costs
COUNTRYWIDE HOME: S&P Lowers Two Cert. Classes' Ratings to CCC

CYBERCARE INC: Proposes 35% Reduction to Officers' Wages
DELPHI CORP: Estimates $952 Million Pre-Tax Impairment Charges
DOCTORS HOSPITAL: Committee Wants Wellspring as Expert Witness
DURA AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to B-
EARLE M. JORGENSEN: Earns $18 Million in 3rd Qtr. Ended Dec. 31

ELI SHIRI: Case Summary & 4 Largest Unsecured Creditors
EMAC OWNER: Fitch Lowers Five Transaction Classes' Ratings to Cs
EMERGE CAPITAL: Sells Real Estate Subsidiary for $5.28 Million
EXTENSITY: Moody's Rates $360 Million Senior Secured Loan at B2
FALCONBRIDGE LIMITED: Earns $280 Million in 2005 Fourth Quarter

FIRST VIRTUAL: Liquidating Trustee Taps Bachecki as Accountant
FLYI INC: Court Approves Sale of Dulles Airport Lease to UAL
G+G RETAIL: Assets Being Auctioned Tomorrow in New York
GARDNER DENVER: Earns $25 Million in Quarter Ended Dec. 31, 2005
GENERAL MOTORS: Halves Dividend & Cuts Senior Executives' Salaries

GENEVA STEEL: Judge Clark Approves GATX Capital Settlement
GLOBAL FRANCHISE: Fitch Lowers Class B & C Debts' Ratings to Cs
GREAT NORTHERN: Ch. 7 Trustee Taps Ottenheimer as Illinois Counsel
GREAT NORTHERN: Ch. 7 Trustee Hires Whitman Breed as Conn. Counsel
HEALTHSPRING INC: Debt Repayment Cues Moody's to Review Ba2 Rating

HEATING OIL: Wants to Expand Scope of PricewaterhouseCoopers' Work
HEATING OIL: Has Until April 15 to File Chapter 11 Plan
HEMOSOL CORP: Has Until March 27 to File BIA Proposals
INNOVATIVE COMMUNICATIONS: Involuntary Chapter 11 Case Summary
INTEGRATED DISABILITY: Case Summary & 20 Largest Unsec. Creditors

J.L. FRENCH: Inks $130MM Financing Deal with Second Lien Holders
J.L. FRENCH: Case Summary & 20 Largest Unsecured Creditors
KAISER ALUMINUM: Settles Dispute Allowing Set-Off of IRS Claims
KMART CORP: Court Lifts Stay to Allow Nortons to Proceed Lawsuit
LAND O'LAKES: Posts $1.6 Million Net Loss in 2005 Fourth Quarter

LAND INVESTORS: Moody's Assigns B2 Rating on Proposed $80MM Loan
LINDA STOVER: Voluntary Chapter 11 Case Summary
LOVESAC CORP: Has Until March 31 to File Schedules & Statements
MANITOWOC COMPANY: Reports Strong Sales in 4th Quarter of 2005
MEDICAL TECH: Hires Whitney Smith as Human Resources Consultant

MEGO FINANCIAL: Meeting of Creditors Slated for March 6
MORGAN STANLEY: Fitch Lowers Three Debt Classes' Ratings to Low-Bs
MUELLER GROUP: $400 Mil. IPO Cues Moody's to Hold Low-B Ratings
MUSICLAND HOLDING: Hires Retail Consulting as Real Estate Advisor
MUSICLAND HOLDING: Gets Final Okay to Honors Customer Obligations

NADER MODANLO: Ch. 11 Trustee Taps London & Mead as Co-Counsel
NATIONAL GAS: Court Names Receiver as Chapter 11 Trustee
NATIONAL GAS: Debtor Wants to Employ Murray Craven as Counsel
NEWQUEST INC: Debt Reduction & IPO Cue Moody's to Review B1 Rating
NORTHWEST AIRLINES: Pilots Will Vote Today Whether to Call Strike

NRG ENERGY: Merger Completed & Moody's Withdraws Ratings
PLY GEM: S&P Rates Proposed Amended $468 Million Debts at BB-
POLYONE CORP: Earns $21.7 Million of Net Income in 2005 4th Qtr.
PORT TOWNSEND: S&P Junks Corporate Credit & Sr. Secured Ratings
RED TAIL: Wants Exclusive Plan-Filing Period Extended to Apr. 15

RESIDENTIAL ASSET: Moody's Reviewing Ratings for Likely Downgrade
RETIREMENT PLANNERS: Case Summary & 20 Largest Unsecured Creditors
RISK MANAGEMENT: Files Disclosure Statement in N.D. Ohio
ROBERT BLAKE: Case Summary & 9 Largest Unsecured Creditors
ROBINSON FOUNDRY: Case Summary & 19 Largest Unsecured Creditors

ROBOTIC VISION: Ch. 7 Trustee to Temporarily Oversee 401(k) Plans
SAINT VINCENTS: Inks Agreement on Four Real Property Leases
SAINT VINCENTS: Assumes GE Medical Systems Agreement
SI INT'L: S&P Rates Proposed $134.25 Mil. Loan Facility at B+
SI INT'L: Moody's Affirms B1 Rating of $134 Million Term Loan

SMITH MINING: Case Summary & 20 Largest Unsecured Creditors
SPX CORP: Gives Update on Purchase Offer of LYONs Due Feb. 6, 2006
STEINWAY MUSICAL: Launches Tender Offer for its 8.75% Senior Notes
STOCKHORN CDO: Moody's Puts Ba1-Rated $5MM Class E Notes on Watch
TERAYON COMMS: Will Supply Europe Through Dimetis Partnership

TEXAS GENCO: Merger Completed & Moody's Withdraws Ratings
TRUST ADVISORS: Wants to Extend Plan-Filing Period to April 12
VARTEC TELECOM: Court Approves Budget Extension of DIP Loan
WINN-DIXIE: Can Settle Small Prepetition Litigation Claims

* Andrew Torgove Joins SSG as New York Managing Director
* NachmanHaysBrownstein Names New Philadelphia Marketing Head
* Keith Northern Joins NachmanHaysBrownstein as Managing Director

* BOND PRICING: For the week of Feb. 6 - Feb. 10, 2006

                             *********

ACANDS INC: Asbestos Committee Taps Legal Analysis as Consultant
----------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants of
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware for permission to retain Legal Analysis Systems, Inc., as
its asbestos-related bodily injury consultant, nunc pro tunc to
Sept. 29, 2005.

The Committee selected LAS based upon the firm's extensive
experience and knowledge with respect to analyzing and solving
complex problems associated with asbestos-related bodily injury
matters.  

LAS will:

     a) estimate the number and value of present and future
        asbestos personal injury claims;

     b) develop claims procedures to be used in the development of
        financial models of payments and assets of a claims
        resolution trust;

     c) review and analyze the Debtors' claims database and review
        and analyze the Debtors' resolution of asbestos claims;

     d) evaluate reports and opinions of experts and consultants
        retained by other parties;

     e) evaluate and analyze proposed proofs of claim and bar
        dates and analyze data from these proofs of claim;

     f) Quantitatively analyze other matters related to asbestos
        bodily injury claims; and
  
     g) provide testimony, as requested by the Committee.

The lead professionals who will work on the Debtor's case and
their hourly rates are:

        Professional        Designation          Hourly Rate
        ------------        -----------          -----------
        Mark A. Peterson    President                $600
        Daniel Relles       Statistician             $375

Mr. Peterson assures the Bankruptcy Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code and holds no interest adverse to the Debtor
or its estate.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on September 16, 2002,
(Bankr. Del. Case No. 02-12687).  Laura Davis Jones, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub, P.C., represents
the Debtor in its restructuring efforts.  When the Company filed
for protection from its creditors, it estimated debts and
assets of over $100 million.

                    Chapter 11 Plan Update

As previously reported, Judge Fitzgerald approved the adequacy  
of the Debtor's Amended Disclosure Statement explaining their  
proposed Plan of Reorganization on Oct. 3, 2003.  On Jan. 26,  
2004, Judge Fitzgerald entered Proposed Findings of Fact  
and Conclusions of Law Re Chapter 11 Plan Confirmation (Docket No.  
979), recommending that the U.S. District Court deny confirmation
of the Debtor's Plan.  On Feb. 5, 2004, the Debtor and the
Official Committee of Asbestos Personal Injury Claimants jointly
filed with the District Court an objection to the Bankruptcy
Court's Proposed Findings.  In that filing, the Debtor and the
Committee asked the District Court to reject the Bankruptcy
Court's Findings and Conclusions and confirm the proposed chapter
11 plan.  

On Nov. 18, 2005, Judge Fitzgerald entered an order (Doc. 2081)
extending, through and including the earlier of the effective date
of its chapter 11 plan and Feb. 14, 2006, its exclusive period
under 11 U.S.C. Sec. 1121 to file a further amended chapter 11
plan, and extending the Debtor's exclusive period to solicit
acceptances of that plan from creditors, through the earlier of
the effective date of that plan and May 22, 2006.


ACLC BUSINESS: Fitch Downgrades Three Debt Classes' Ratings to Cs
-----------------------------------------------------------------
Fitch Ratings took rating actions on these ACLC Business Loan
Receivables Trusts:

  1998-2:

      * Class A-3 downgraded to 'BBB' from 'A+'
      * Class B downgraded to 'CCC' from 'B'
      * Class C remains at 'C'

  1999-1:

      * Class A-2 affirmed at 'A'
      * Class A-3 affirmed at 'BB+'
      * Class B downgraded to 'C' from 'CC'
      * Class C remains at 'C'

  1999-2:

      * Class A-3a affirmed at 'AA'
      * Class A-3f affirmed at 'AA'
      * Class B affirmed at 'BBB'
      * Class C downgraded to 'BB' from 'BBB-'
      * Class D downgraded to 'CCC' from 'B'

The negative rating actions reflect additional reductions in the
credit enhancement Fitch expects will be available to support each
class in these transactions.  Since many loans in default have
remained unresolved, recovery expectations have decreased while
interest liabilities continually detract from collections.  These
lowered expectations in conjunction with incurred losses on
existing defaults have reduced subordination and credit
enhancement available to outstanding bonds.

Anticipated credit enhancement is based on the servicer's and
Fitch's expected recoveries on defaulted collateral.  Fitch's
recovery expectations are based on historical collateral-specific
recoveries experienced in the franchise ABS sector.


ACTIV LEARNING: Case Summary & 35 Known Creditors
-------------------------------------------------
Debtor: Activ Learning Centers, Inc.
        2721 Highway 138
        Jonesboro, Georgia 30236

Bankruptcy Case No.: 06-61013

Type of Business: The Debtor operates a school for
                  preschoolers and kindergarteners.

Chapter 11 Petition Date: February 3, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Mary Grace Diehl

Debtor's Counsel: Lynn M. Swank, Esq.
                  118 North Avenue, Suite G
                  Jonesboro, Georgia 30236
                  Tel: (770) 477-5318

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 35 Known Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Ackerman Security Systems                   Unknown
   P.O. Box 281806
   Atlanta, GA 30384-1806

   American Express Company                    Unknown
   P.O. Box 360001
   Fort Lauderdale, FL 33336-0001

   Bank of America                             Unknown
   P.O. Box 660576
   Dallas, TX 75266-0576

   Chase Platinum Master Card                  Unknown
   P.O. Box 13202
   Wilmington, DE 19886-7202

   Christopher Ramig, Esq.                     Unknown
   110 Habersham Drive, Suite 206
   Fayetteville, GA 30214

   Clayton County Board of Commissioners       Unknown
   P.O. Box 530101
   Atlanta, GA 30353-0101

   Clayton County Tax Commissioner             Unknown
   121 South McDonough Street
   Jonesboro, GA 30236

   Clayton County Water Authority              Unknown
   1600 Battlecreek Road
   Jonesboro, GA 30236

   Comprehensive Accounting                    Unknown
   4675 North Shallowford Road
   Atlanta, GA 30338

   Dalton & Associates                         Unknown
   7929 Jonesboro Road
   Jonesboro, GA 30236

   FDN Communications                          Unknown
   2301 Lucien Way, Suite 200
   Maitland, FL 32751

   Fulton & Kozak, CPA                         Unknown
   7187 Jonesboro Road, Suite 100 A
   Morrow, GA 30260

   Georgia Natural Gas                         Unknown
   P.O. Box 659411
   San Antonio, TX 78265-9411

   Georgia Power Company                       Unknown
   119 Smith Street
   Jonesboro, GA 30236

   Golden Isles Underwriters                   Unknown
   P.O. Box 4086
   Duluth, GA 30096

   Henry Moore                                 Unknown
   170 Skyline Drive
   Fayetteville, GA 30214

   Jessica Harper, Jacob Maurer                Unknown
   Bodker, Ramsey, Andrews,
   Winograd & Wildstein
   One Securities Center
   3490 Piedmont Road, Suite 1400
   Atlanta, GA 30305

   Joannt Cleaning Service                     Unknown
   2721 Highway 138
   Jonesboro, GA 30236

   Lowe's Business Account                     Unknown
   P.O. Box 4596
   Carol Stream, IL 60197-4596

   MBNA                                        Unknown
   P.O. Box 15026
   Wilmington, DE 19850-5026

   Mary Ann and James Roberts                  Unknown
   426 Oakland Drive
   Gay, GA 30218

   Mr. Bruce Schmidt                           Unknown
   U.S. Bank, N.A.
   9918 Hilbert Street, Suite 301
   San Diego, CA 91131

   Mr. Eric Anderson, Esq.                     Unknown
   Parker, Hudson, Ranier & Dobbs, LLC
   1500 Marquis Two Tower
   285 Peachtree Center Avenue
   Atlanta, GA 30303

   News Daily Herald                           Unknown
   P.O. Box 308
   Jonesboro, GA 30237

   Premium Financing Specialist                Unknown
   P.O. Box 905131
   Charlotte, NC 28290-5131
   
   Roberts Day Care Nursery, Inc.              Unknown
   426 Oakland Drive
   Gay, GA 30218

   Sam's Club                                  Unknown
   P.O. Box 4538
   Department 49
   Carol Stream, IL 60197-4538

   School Box                                  Unknown
   P.O. Box 440009
   Kennesaw, GA 30160

   Sunrise Enterprises, Inc.                   Unknown
   of Palm Beach County
   2655 North Ocean Drive, Suite 203
   Singer Island, FL 33404

   U.S. Bank, N.A.                             Unknown
   P.O. Box 2963
   Portland, OR 97208-2963

   U.S. Food Service - Atlanta Division        Unknown
   P.O. Box 403377
   Atlanta, GA 30384-3377

   Unauthorized Alarm Division                 Unknown
   P.O. Box 3301100
   Atlanta, GA 30353

   Wachovia Bank, N.A.                         Unknown
   P.O. Box 96074
   Charlotte, NC 28296-0074

   Will King Pest Management                   Unknown
   P.O. Box 371807
   Decatur, GA 30037

   Zions First Bank                            Unknown
   P.O. Box 26304
   Salt Lake City, UT


ALASKA COMMS: Launches Tender Offer for 9-7/8% Senior Notes
-----------------------------------------------------------
Alaska Communications Systems Holdings, Inc., a subsidiary of
Alaska Communications Systems Group, Inc. (NASDAQ:ALSK), has
commenced a cash tender offer for any and all of the $56.9 million
aggregate principal amount of outstanding 9-7/8% Senior Notes due
2011 (CUSIP Nos. 011679AF4 and 011679AD9) issued by ACSH.  The
tender offer is scheduled to expire at 9:00 a.m., New York City
time, on March 8, 2006, unless extended or earlier terminated.

In conjunction with the tender offer, ACSH is also soliciting
consents to adopt certain amendments to the indenture under which
the senior notes were issued.  The solicitation of consents is
scheduled to end at 5:00 p.m., New York City time, on Feb. 21,
2006, unless extended or earlier terminated.  Holders who tender
their notes prior to the expiration of the consent solicitations
will be entitled to withdraw their tenders and revoke their
consents pursuant to the tender offers only before 5:00 p.m., New
York City time, on Feb. 21, 2006.  The proposed amendments to the
senior notes indenture would, among other things, eliminate
substantially all of the restrictive covenants and eliminate most
events of default.

In order to complete the tender offer, ACS proposes to amend its
2005 senior credit facility, increasing the $375 million term loan
under the facility by up to $57 million.  In addition, ACS seeks
consents to the purchases of notes in the tender offer and to
exclude the purchases of notes in the tender offer from
calculations of the amount of cash ACS would be permitted to
distribute pursuant to the terms of the 2005 senior credit
facility.

            The Tender Offer and Consent Solicitation

Subject to certain conditions, holders of senior notes who validly
tender and do not withdraw their senior notes by 5:00 p.m., New
York City time, on Feb. 21, 2006, will receive total consideration
for their senior notes of $1,105.00 per $1,000 principal amount of
notes tendered by such time, which includes a consent payment of
$30.00 per $1,000 principal amount of notes.

Subject to certain conditions, holders of senior notes who validly
tender their senior notes after 5:00 p.m., New York City time on
Feb. 21, 2006, but before 9:00 a.m. on March 8, 2006, will receive
total consideration of $1,075.00 per $1,000 principal amount of
senior notes tendered by such time.

ACSH is making the tender offer and consent solicitation as part
of a refinancing of a portion of its existing debt.  ACSH intends
to finance the tender offer and consent solicitation with
borrowings under its senior secured credit facility and cash on
hand.  The tender offer and consent solicitation are subject to,
and conditioned upon, the valid tender of, and delivery of
consents with respect to, a majority of the outstanding principal
amount of senior notes, entering into the amendment to the senior
secured credit facility and other customary general conditions.

J.P. Morgan Securities Inc. and CIBC World Markets Corp. are
acting as the dealer managers and solicitation agents, and Global
Bondholder Services Corp. is acting as depositary, in connection
with the tender offer and consent solicitation.  Copies of the
Offer to Purchase and Consent Solicitation Statement, Letter of
Transmittal and Consent, and other related documents may be
obtained from the depositary at:

     Global Bondholder Services Corp.
     Telephone (866) 470-3900

Additional information concerning the terms of the tender offer
and consent solicitation may be obtained by contacting:

     J.P. Morgan Securities Inc.
     Toll-free at (866) 834-4666
     Telephone (212) 834-4388

     CIBC World Markets Corp.
     Telephone (212) 885-3745

Based in Anchorage, Alaska, Alaska Communications Systems is the
leading integrated communications provider in Alaska, offering
local telephone service, wireless, long distance, data, and
Internet services to business and residential customers throughout
Alaska.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 16, 2005,
Standard & Poor's Ratings Services revised its outlook on
Anchorage, Alaska-based incumbent local exchange carrier Alaska
Communications Systems, including Alaska Communications Systems
Group Inc., to stable from negative, based on expectations for
healthy growth in the wireless business, and improved operating
trends in the wireline segment.

These factors, coupled with declining capital expenditures as
wireless upgrades wind down, are expected to lead to a turnaround
to a positive discretionary cash flow position in mid-2006,
somewhat earlier than anticipated," said Standard & Poor's credit
analyst Allyn Arden.

All ratings, including the company's 'B+' corporate credit rating,
were affirmed.  Total debt outstanding as of Sept. 30, 2005, was
$457 million.


ALLIED HOLDINGS: Must Deliver 2006 Operating Plan by February 28
----------------------------------------------------------------
Allied Holdings, Inc., entered into a Consent Agreement, on
Jan. 30, 2006, with respect to its Debtor-in-Possession Credit
Agreement, as amended, with:

    * General Electric Capital Corporation,
    * Morgan Stanley Senior Funding, Inc.,
    * Marathon Structured Financing Fund, L.P.,
    * GECC Capital Markets Group, Inc., and
    * other lenders.

The Consent Agreement extends until Feb. 28, 2006, by which the
Company is required to deliver to the Lenders the Company's
operating plan for fiscal year 2006.

All other terms and conditions of the DIP Facility will remain in
full force and effect.

As reported in the Troubled Company Reporter on Aug. 29, 2005, the
U.S. Bankruptcy Court for the Northern District of Georgia gave
its final approval to Allied Holdings, Inc., and its debtor
affiliates' request to borrow up to $230 million from General
Electric Capital Corp., Morgan Stanley Senior Funding, Inc., and
Marathon Structured Finance Fund.

The DIP Credit Facility includes a $130 million revolving credit
line and $100 million in two term loans.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide     
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at  
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  When the Debtors filed for protection from  
their creditors, they estimated more than $100 million in assets  
and debts. (Allied Holdings Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Taps Gowling Lafleur as Canadian Counsel
---------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
permission to employ Gowling Lafleur Henderson LLP as their
Canadian counsel.

Gowling Lafleur is a Canadian law firm with offices located in the
provinces of Ontario, Quebec, Alberta and British Columbia.

Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, tells the Court that Gowling's professionals have
extensive and diverse experience, knowledge and reputation in
restructuring and related fields.  Gowling has served as the
Debtors' counsel in Canadian legal matters since November 1999.

Specifically, Gowling will:

    (a) represent the Debtors at Canadian hearings and other
        related proceedings;

    (b) assist the Debtors and its U.S. professional advisors in
        analyzing the claims of the Debtors' creditors from a
        Canadian perspective and in negotiating with those
        creditors;

    (c) assist with the Debtors' investigation of their assets,
        liabilities, and their financial condition in Canada and
        of the operations of their Canadian businesses;

    (d) assist the U.S. Advisors from a Canadian perspective in
        their analysis of, and negotiations with, the Debtors or
        any third party concerning matters related to formulating
        the terms of a plan of reorganization for the Debtors;

    (e) assist and advise the U.S. Advisors in matters involving
        issues of Canadian law or practice;

    (f) review and analyze all pleadings, orders, statements of
        operations, schedules, and other legal documents in
        Canadian proceedings relating to the Debtors or their
        property, assets or businesses;

    (g) prepare pleadings, orders, reports and other legal
        documents as necessary in furtherance of the Debtors'
        interests and objectives regarding Canadian matters; and

    (h) perform other legal services as described by the Debtors
        and their U.S. Advisors, which may be necessary and proper
        in their Chapter 11 cases.

Gowling will charge these hourly rates:

      Attorneys                            CN$220 to CN$600
      Document Clerks & Legal Assistants   CN$100 to CN$200

The firm will also be reimbursed for reasonable and necessary
expenses incurred.

Christopher Eustace, Esq., a partner at Gowling Lafleur Henderson
LLP, discloses that the Debtors paid the firm $395,859, 90 days
before August 1, 2005, for the services Gowling provided.

Mr. Eustace assures the Court that to the best of his knowledge,
Gowling does not have any connection or any adverse interest to
the Debtors, their creditors, the U.S. Trustee, or other parties-
in-interest in their Chapter 11 cases.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --  
http://www.alliedholdings.com/-- and its affiliates provide      
short-haul services for original equipment manufacturers and  
provide logistical services.  The Company and 22 of its affiliates  
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.  
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at  
Troutman Sanders, LLP, represents the Debtors in their  
restructuring efforts.  When the Debtors filed for protection from  
their creditors, they estimated more than $100 million in assets  
and debts. (Allied Holdings Bankruptcy News, Issue No. 16;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Court Denies Glenshaw Glass' Bid to Recover Molds
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
denied Glenshaw Glass Company's motion to recover certain molds
from Anchor Glass Container Corporation.

As reported in the Troubled Company Reporter on Aug. 24, 2005, GGC
asked the Bankruptcy Court to lift the automatic stay to cause the
enforcement of an order from Judge McCullough of the U.S.
Bankruptcy Court for the Western District of Pennsylvania granting
GGC default judgment, directing Anchor to immediately cease any
and all current use of the molds and deliver those molds to GGC.  

GGC filed its complaint against Anchor Glass before the
Pennsylvania Bankruptcy Court on June 13, 2005.  GGC argued that,
pursuant to Sections 362(d)(1) and (2) of the Bankruptcy Code, the
Florida Court must modify the automatic stay for:

   1. the molds do not belong to Anchor Glass and are therefore
      not property of Anchor Glass' estate; and

   2. Anchor Glass has no equity in the molds, inasmuch as the
      molds do not belong to Anchor Glass, and, accordingly, the
      molds are not necessary to any effective reorganization.

As reported in the Troubled Company Reporter on Sept. 28, 2005,
Anchor glass defended its rights over the molds.  

Monica Marselli, the Debtor's Associate General Counsel, disclosed
that GGC's counsel, Ronald Roteman, agreed to extend the time for
the Debtor to respond to GGC's Turnover Complaint.  Pursuant to an
order entered by the Pennsylvania Bankruptcy Court, Anchor was to
file an answer to the Turnover Complaint by July 15, 2005.

Ms. Marselli said that Mr. Roteman granted the extension so that
the Debtor and GGC could negotiate a resolution to the matter and
save the Debtor the expense of engaging counsel in Pennsylvania.  

Ms. Marselli continued to believe that the Debtor is not required
to file a response to the Turnover Complaint because of the
extension and because of the fact that settlement discussions were
still ongoing.

Ms. Marselli asserted that the Debtor would have vigorously
contested GGC's Turnover Action if the parties did not reach an
agreement through negotiation.  Moreover, the molds are integral
to the Debtor's recovery from the Chapter 11 case.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,    
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,    
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


APCO LIQUIDATING: Has Until February 15 to Remove Civil Actions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave APCO
Liquidating Trust and APCO Missing Stockholder Trust until
Feb. 15, 2006, to remove civil actions.

As reported in the Troubled Company Reporter on Nov. 23, 2005, the
Debtors told the Court that they are parties to multiple civil
actions pending in various courts throughout the United States.  
The Debtors decided to analyze each of their civil action in light
of these factors:

   a) the importance of the proceeding to the expeditious
      resolution of the Debtors' chapter 11 cases;

   b) the time it would take to complete the proceeding in its
      current value;

   c) the presence of federal questions in the proceeding that
      increase the likelihood that one or more aspects thereof
      will be heard by a federal court;

   d) the relationship between the proceeding and matters to be
      considered in connection with any proposed plan in the
      chapter 11 cases, the claims allowance process, and the
      assumption or rejection of executory contracts; and

   e) the progress made to date in the proceeding.

The Debtors believe that the extension period will give them
additional time needed to make fully informed decisions concerning
the removal of each civil action.

Headquartered in Oklahoma City, Oklahoma, APCO Liquidating Trust
and APCO Missing Stockholder Trust were created on behalf of the
common stockholders of APCO Oil Corporation.  The Debtors filed
for chapter 11 protection on August 19, 2005 (Bankr. D. Del. Case
No. 05-12355).  Gregory P. Williams, Esq., John Henry Knight,
Esq., and Rebecca L. Booth, Esq., at Richards, Layton & Finger,
P.A., represent the Debtors.  When the Debtor filed for
protection, they estimated assets and debts between $10 million to
$50 million.

               January 26 Confirmation Hearing

As previously reported in the Troubled Company Reporter on Dec.
23, 2005, the U.S. Bankruptcy Court for the District of Delaware
will convene a confirmation hearing at 9:30 a.m., on Jan. 26,
2006, to consider the First Amended Liquidating Plan of
Reorganization filed by APCO Liquidating Trust and its debtor-
affiliate, APCO Missing Stockholder Trust.


ARLINGTON HOSPITALITY: Wants Until March 14 to File Chap. 11 Plan
-----------------------------------------------------------------
Arlington Hospitality, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy for the Eastern District of Illinois to extend,
until Mar. 14, 2006, the time within which they have the exclusive
right to file a chapter 11 plan.  The Debtors also ask the Court
to extend, until May 13, 2006, the period to solicit acceptances
of that plan.

The Debtors remind the Court that on Jan. 13, 2006, they closed
the sale of substantially all of their business assets.  The total
consideration for the sale of the assets, and the assumption of
the Cendant Agreements, was approximately $28.1 million, comprised
of $9.5 million in cash and the assumption of mortgage debt of
approximately $18.6 million on the purchased hotel assets.

The Debtors believe that the appropriate way to wind down the
estates is through an orderly chapter 11 plan of liquidation.  The
Debtors tell the Court that they are currently consulting with
their creditor constituencies, as well as the Official Committee
of Unsecured Creditors, to craft a plan of liquidation to benefit
the interests of the estates' creditors.

The Debtors relate that their original exclusive period expired on
January 28, 2006 and their exclusive period to obtain acceptances
of a plan expires on March 29, 2006.  The Debtors contend that the
45-day extension of each exclusive period would afford them the
time necessary to develop a feasible plan of liquidation without
the added distraction of addressing competing plans from outside
parties.

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  David W. Wirt, Esq., at Winston & Strawn, represents the
Official Committee of Unsecured Creditors.  As of March 31, 2005,
Arlington Hospitality reported $99 million in total assets and
$94 million in total debts.


ATA AIRLINES: Can Use Cash Collateral Until Plan's Effective Date
-----------------------------------------------------------------
Pursuant to the order confirming ATA Airlines, Inc., and its
debtor-affiliates' Amended Plan of Reorganization, the
Reorganizing Debtors and the ATSB Lenders stipulate that they may
use the ATSB Lenders' cash collateral and other collateral until
the occurrence of the Plan Effective Date.

Currently, the Reorganizing Debtors are:

    * seeking to negotiate definitive documentation for the Exit
      Facility and other transactions contemplated in connection
      with the Reorganizing Debtors' emergence from the Chapter 11
      cases; and

    * preparing to consummate the Amended Plan and cause the
      occurrence of the Effective Date.

As previously reported, the Debtors and the ATSB Lenders agreed
that any definitive documentation between the Debtors and
MatlinPatterson must provide the Debtors:

    (x) no less than $30,000,000 of liquidity through the DIP
        Financing Transaction;

    (y) $20,000,000 in debt financing upon their emergence from
        their Chapter 11 cases; and

    (z) an investment of up to $50,000,000 in equity of the
        Debtors upon their emergence from their Chapter 11 cases
        pursuant to the Investment Agreement.

The Reorganizing Debtors and the ATSB Lenders stipulate that it
will be an event of default under the Cash Collateral Order:

    (a) one business day after any of the Transactions, the
        MatlinPatterson DIP Financing, the Order authorizing
        the DIP Financing, the Investment Agreement, and the
        Definitive Documentation provides for, or is modified,
        amended or supplemented so that it provides for, without
        the prior written consent of the ATSB Lenders, any of the
        Transactions to occur on terms that are not:

        -- consistent with the terms of the Cash Collateral Order,
           expressly modified by the Stipulation;

        -- consistent with the terms set forth in the Amended
           Plan; and

        -- subject only to Court approval and the closing
           conditions set forth in the Plan and the Definitive
           Documentation, as applicable.

        The MP DIP, the MP DIP Order, the Investment Agreement
        and the Definitive Documentation may be modified, amended
        or supplemented without the prior written consent of the
        ATSB Lenders so long as any modification, amendment or
        supplement is not materially adverse to the ATSB Lenders
        and satisfies the requirements;

    (b) one business day after any ATSB Lender provides written
        notice to the Debtors and the Committee that, in the
        reasonable judgment of the ATSB Lenders, one or more of
        (i) the closing conditions contained in the Definitive
        Documentation will not be satisfied by February 28, 2006,
        or (ii) the conditions precedent to the consummation of
        the Amended Plan and occurrence of the Effective Date will
        not be satisfied by the close of business on February 28,
        2006, and the conditions has not been waived or deemed
        satisfied by the relevant party;

    (c) one business day after the occurrence of an event of
        default under any of the MP DIP, the MP DIP Order, the
        Investment Agreement, the Definitive Documentation and
        the Southwest Codeshare Agreement;

    (d) three days after any ATSB Lender provides written notice
        to the Reorganizing Debtors and the Official Committee
        of Unsecured Creditors, if the ATSB Lenders and the
        Reorganizing Debtors have not reached agreement on the
        terms and conditions in the Amended and Restated ATSB Loan
        Agreement by February 21, 2006;

    (e) immediately upon written notice from any ATSB Lender to
        the Debtors and the Committee, if (i) either the
        Confirmation Order or the Plan is stayed pending appeal
        and the stay is not terminated by February 22, 2006, or
        (ii) either the Confirmation Order or the Plan is reversed
        or materially modified on appeal; and

    (f) one business day after the Plan is modified, amended or
        supplemented by the Plan Proponents in a manner that is
        materially adverse to the ATSB Lenders without the prior
        written consent of the ATSB Lenders.

The Debtors, the ATSB Lenders and the Committee stipulate that the
deadline by which the Committee must file any challenge, on the
basis of Sections 544 and 548 of the Bankruptcy Code, to the
ATSB Lenders' "Guarantor Unsecured Claims" as defined in the
Settlement Agreement will be extended to the Plan Effective Date.

The Debtors covenant with the ATSB Lenders to maintain:

    (i) at least $35,000,000 in Available Cash during the
        Extension Period; and

   (ii) no less than the greater of the Available Cash amount or
        90% of the Available Cash amount forecasted at each week
        end in the Debtors' cash forecast:

         Week Ending     Available Cash   90% of Available Cash
         -----------     --------------   ---------------------
           02/03/06        $41,502,353         $37,352,117
           02/10/06        $41,843,142         $37,658,828
           02/17/06        $33,618,989         $35,000,000
           02/24/06        $36,924,044         $35,000,000
           03/3/06         Not Applicable      $35,000,000

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


ATHERTON FRANCHISE: Fitch Lowers Two Debt Classes' Ratings to Cs
----------------------------------------------------------------
Fitch Ratings took rating actions on these Atherton Franchise Loan
Funding Trusts:

  1997-A:

      * Class A-1 affirmed at 'AAA'
      * Class A-2 affirmed at 'AAA'
      * Class B remains at 'CCC'
      * Class C downgraded to 'C' from 'CC'

Class A-1 and A-2 ratings are based on the strength of an MBIA
guarantee.

  1998-A:

      * Class A-2 affirmed at 'AAA'
      * Class B affirmed at 'AA'
      * Class C affirmed at 'BBB'
      * Class D affirmed at 'BB'
      * Class E affirmed at 'B'
      * Class F downgraded to 'C' from 'CC'
      * Class A-X affirmed at 'AAA'

Class A-2 rating based on the strength of an MBIA guarantee.

The downgrade reflects additional reductions in the credit
enhancement Fitch expects will be available to support each class
in these transactions.  Since many loans in default have remained
unresolved, recovery expectations have decreased while interest
liabilities continually detract from collections.  These lowered
expectations in conjunction with incurred losses on existing
defaults have reduced subordination and credit enhancement
available to outstanding bonds.

Anticipated credit enhancement is based on the servicer's and
Fitch's expected recoveries on defaulted collateral.  Fitch's
recovery expectations are based on historical collateral-specific
recoveries experienced in the franchise ABS sector.


ATRIUM COMPANIES: Moody's Junks Rating on $174 Million Sr. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the $364 million
senior secured bank credit facilities of Atrium Companies, Inc.,
and a Caa1 rating to the $174 million senior discount notes issued
at ACIH, Inc., as well as a B2 corporate family rating and SGL-3
speculative grade liquidity rating to ACIH which is an
intermediate holding company that is structurally below Atrium
Corporation, the ultimate parent company, but resides above Atrium
Companies, Inc., the primary operating company.  On Dec. 16, 2005
Moody's withdrew all the ratings of ACI and ACIH due to lack of
audited 2004 financials and interim 2005 quarterly financials.  
Moody's has now received audited 2004 financials.  Moody's notes
that the newly assigned fundamental ratings are essentially in
line with the withdrawn ratings. The ratings outlook is stable.

The assigned ratings take into consideration the company's
acquisition appetite as reflected by relatively high debt leverage
and consistently low return on assets due to the high amount of
intangible assets on the balance sheet.  The company has made
approximately 7 acquisitions since 2003.  Additionally, the
ratings reflect the company's exposure to the cyclical U.S.
housing market where the new construction market accounts for
approximately 60% of the company's revenues.  At the same time,
the ratings acknowledge Atrium's market position as one of the
leading manufacturers of non-wood windows in North America and the
company's nationwide, multi-channel distribution network.
Furthermore, Atrium's strong presence in the hurricane corridor is
an important revenue driver as the demand for the impact resistant
windows continues to grow.  The ratings also reflect the company's
adequate free cash flow generation for its rating category; 2006
free cash flow to total debt is projected to be approximately 5%.

The stable ratings outlook reflects Moody's expectation that
Atrium's leverage is neither likely to increase substantially nor
is its cash flow generation expected to decrease considerably in
the near future notwithstanding the growth opportunities in the
marketplace that the company could benefit from.

Moody's has assigned these ratings to ACIH, Inc.:

   * $174 million (accreting from $125 million proceeds amount)
     senior discount notes, due 2012, assigned Caa1;

   * Corporate Family Rating, assigned B2;

   * Speculative Grade Liquidity Rating, assigned SGL-3.

Moody's has assigned these ratings to Atrium Companies, Inc.:

   * $50 million senior secured revolver, due 2009, assigned B2;

   * $314 million senior secured term loan B, due 2011, assigned
     B2.

The ratings outlook is stable.

FYE 2005 debt to EBITDA is expected to improve by decreasing from
the 8.7 times registered at FYE 2004 to 7.6 times; however, this
relatively high level of leverage still leaves the company weakly
positioned within the B2 corporate family rating.  Atrium's
leverage is not expected to decline significantly in the next few
years despite the expected generation of an appropriate amount of
free cash flow due to the continued accretion of the senior
discount note at 11.5%.  Given the company's 60% revenue
correlation to the new construction market and the current
interest rate environment, a ratings upgrade at present is highly
unlikely.  The ratings or outlook could decline if the company's
free cash flow generation were to fall to or below the breakeven
point or if the company were to consummate a 100% debt financed
acquisition whereby the company's pro-forma adjusted EBITDA would
not be sufficient enough to offset the additional debt resulting
in a material increase in leverage.  Any significant market share
loss to domestic or foreign manufacturers could also pressure the
rating.

The speculative grade liquidity rating of SGL-3 that has been
assigned to ACIH, Inc., indicates adequate liquidity for the
coming 12 month period as evidenced by the expectation that the
company will generate sufficient internal cash to meet all of its
operating needs and that the $50 million revolver will remain
fully available.  Although the company is not expected to use its
revolver for working capital needs; the company is expected,
however, to use almost all of its $60 million accounts receivable
securitization facility.  The SGL rating is impacted somewhat by
the current tight covenants under the company's senior secured
credit facilities and low availability of alternate liquidity
sources.  The covenants include, but are not limited to, a total
leverage ratio set currently at 4.25 times and a fixed charge
coverage ratio set currently at 1.5 times.  The company's total
leverage ratio and fixed charge coverage ratio, as defined in the
company's senior credit agreement, for the first quarter of 2006
are projected to be approximately 3.8 times and 1.6 times,
respectively.  The company is not believed to have any significant
unencumbered assets that could be sold as an alternative source of
liquidity.

Headquartered in Dallas, Texas, Atrium Companies, Inc., is one of
the largest window manufacturers in the United States.  Revenues
for 2004 were $722 million.


AUSTIN COMPANY: Court Sets March 15 as Claims Bar Date
------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Ohio, set Mar. 15, 2006, at 4:00 p.m., as the deadline for all
creditors owed money by The Austin Company and its debtor-
affiliates on account of claims arising prior to Oct. 14, 2005, to
file their proofs of claim.

Creditors must file written proofs of claim on or before the
March 15 Claims Bar Date and those forms must be delivered to:

              CPT Group, Inc.
              Attn: Austin Claims Agent
              16630 Aston Street
              Irvine, California 92606

The Claims Bar Date for governmental units is April 12, 2006, at
4:00 p.m.

The Court also set the deadline for filing claims for damages
arising from a rejected executory contract or unexpired lease is:

   a) the claims bar date, and

   b) 30 days after the date of the rejection order or the
      effective date of the rejection, unless the deadline for
      rejection claims has expired.

Headquartered in Cleveland, Ohio, The Austin Company is an
international firm offering a comprehensive portfolio of
in-house architectural, engineering, design-build, construction
management and consulting services.  The Company also offers
value-added strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for
chapter 11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio Lead
Case No. 05-93363).  Christine M. Pierpont, Esq., at Squire,
Sanders & Dempsey, LLP, represents the Debtors in their
restructuring efforts.  M. Colette Gibbons, Esq., and Victoria E.
Powers, Esq., at Schottenstein Zox & Dunn Co., LPA, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million to $50 million.  The Company's exclusive
period to file a chapter 11 plan is intact through May 14, 2006.


BANC OF AMERICA: S&P Affirms Six Cert. Classes Ratings at Low-Bs
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 76
classes of mortgage pass-through certificates from three
transactions issued by Banc of America Funding.
     
The affirmations are based on current credit enhancement
percentages that are sufficient to support the certificates at
their current ratings.  According to January 2006 data, there have
been no realized losses for all three mortgage pools, and severe
delinquencies are 1.97% for series 2004-4, 0.62% for series 2004-
B, and 0.66% for series 2004-C.
     
Credit support for these transactions is provided by subordination
and/or overcollateralization.  The underlying collateral backing
the certificates consists of fixed- or adjustable-rate first-lien
mortgage loans secured by one- to four-family residential
properties.
   
Ratings affirmed:
   
Banc of America Funding
Mortgage pass-through certificates
   
   Series    Class                                      Rating
   ------    -----                                      ------
   2004-4    1-A-1,1-A-2,1-A-3,1-A-4,1-A-5,1-A-6,1-A-7  AAA
   2004-4    30-IO,15-PO,15-IO,X-PO,2-A-1,3-A-1         AAA
   2004-4    15-B-1,30-B-1                              AA
   2004-4    30-B-2                                     A
   2004-4    15-B-3,30-B-3                              BBB
   2004-4    30-B-4                                     BB
   2004-4    30-B-5                                     B
   2004-B    1-A-1,2-A-1,2-A-2,3-A-1,3-A-2,4-A-1,4-A-2  AAA
   2004-B    5-A-1,6-A-1,7-A-1,1-X-1,1-X-2,3-X-1,3-X-2  AAA
   2004-B    4-X-1,4-X-2                                AAA
   2004-B    CB-1,DB-1,6-B-1,7-M-1                      AA
   2004-B    CB-2,DB-2,6-B-2,7-M-2                      A
   2004-B    CB-3,DB-3,6-B-3,7-M-3                      BBB
   2004-B    CB-4,DB-4,6-B-4                            BB
   2004-B    CB-5,DB-5,6-B-5                            B
   2004-C    1-A-1,2-A-1,2-A-2,3-A-1,4-A-1,4-A-2,4-A-3  AAA
   2004-C    2-X-1                                      AAA
   2004-C    CB-1,1-B-1,4-M-1                           AA
   2004-C    CB-2,1-B-2,4-M-2                           A
   2004-C    CB-3,1-B-3,4-B-1                           BBB
   2004-C    4-B-2                                      BBB-
   2004-C    CB-4,1-B-4                                 BB
   2004-C    CB-5,1-B-5                                 B


BARRETT EINAUGLER: Case Summary & 12 Unsecured Creditors
--------------------------------------------------------
Debtor: Barrett R. Einaugler
        25 Independence Boulevard, Suite 101
        Warren, New Jersey 07059

Bankruptcy Case No.: 06-10908

Type of Business: The Debtor.

Chapter 11 Petition Date: February 9, 2006

Court: District of New Jersey (Trenton)

Judge: Kathryn C. Ferguson

Debtor's Counsel: Brian D. Spector, Esq.
                  Spector & Ehrenworth, P.C.
                  30 Columbia Turnpike
                  Florham Park, New Jersey 07932-2261
                  Tel: (973) 593-4800
                  Fax: (973) 593-4848

Total Assets: $1,400,268

Total Debts:  $8,523,070

Debtor's List of 12 Creditors Holding Unsecured Nonpriority
Claims:

Entity                           Nature of Claim   Claim Amount
------                           ---------------   ------------
Wachovia Bank, N.A.              Commercial Loan     $2,169,500
P.O. Box 2705                    Bull Hill-
Winston Salem, NC 27102-2705     Personal
                                 Guaranty

Einaugler, Richard               Guaranty on         $2,169,300
16466 Brookfields Estates Way    Bull Hill Loan
Delray Beach, FL 33446           Personal Loan          $67,302

Louis Kapner, P.A.               Purported Charging     $69,000
P.O. Box 1428
West Palm Beach, FL 33402-1428

Einaugler, Richard and Carole    Personal Loans         $54,303

Citicard                         Credit Card            $27,607

American Express                 Credit Card            $24,508

USAA Savings Bank                Credit Card            $22,905

Einaugler, Carole F.                                    $19,000

Diners Club International        Credit Card             $1,231

Feliciare, Nick                  Household Expense         $207

Good Friends Pools               Household Expense         $179

Einaugler, Petra                 Equitable              Unknown
                                 Distribution


BROOKS SAND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Brooks Sand and Gravel LLC
        3600 National City Tower
        Louisville, Kentucky 40202

Bankruptcy Case No.: 06-30259

Chapter 11 Petition Date: February 9, 2006

Court: Western District of Kentucky (Louisville)

Debtors' Counsel: Laura Day DelCotto, Esq.
                  Wise DelCotto PLLC
                  219 North Upper Street
                  Lexington, Kentucky 40507
                  Tel: (859) 231-5800

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Allied Ready Mix                           $500,000
   1561 East Washington Street
   Louisville, KY 40206-1839

   Falls City Towing Co., Inc.                $165,888
   2325 Lime Kiln Lane, Suite D
   Louisville, KY 40222-3418

   Bank of America                             $60,763
   P.O. Box 660576
   Dallas, TX 75266

   Cobalt Ventures LLC                         $48,167
   445 East Market
   Louisville, KY 40202

   Bullitt County Belting                      $41,569

   Process Machinery                           $39,462

   Whayne Supply                               $35,737

   Supreme Oil Company Inc.                    $19,373

   Buddeke Company                             $17,013

   Standard Equipment Company                  $15,115

   Alro Steel Corporation                      $14,585

   Mesto Minerals                              $14,397

   American International Companies            $12,337

   Holt Equipment                              $10,058

   Cooley & Spalding Electric Co.               $9,430

   Albert Miles                                 $5,963

   Global Software                              $5,265

   Advanced Material Handling                   $5,242

   Borowitz & Goldsmith                         $5,237

   Smith Mining and Material LLC                $5,114


CALPINE CORP: U.S. Trustee Amended Creditors Committee Membership
-----------------------------------------------------------------
The United States Trustee for Region 2 appointed Dominion Cogen
Inc. to the Official Committee of Unsecured Creditors in Calpine
Corporation and its debtor-affiliates' chapter 11 cases, replacing
Acadia Power Partners LLC.

The Committee now consists of:

    1. Wilmington Trust Co.
       Attn: James McGinley
       520 Madison Avenue
       New York, NY 10022
       Tel. No. (212) 415-0522

    2. HSBC Bank USA, National Association
       Attn: Sandra E. Horwitz
       10 East 40th Street
       New York, NY 10016-0200
       Tel. No. (212) 525-1300

    3. Franklin Advisers, Inc.
       Attn: Richard Kuersteiner
       One Franklin Parkway
       San Mateo, CA 94403
       Tel. No. (650) 312-4525

    4. SPO Partners & Co.
       Attn: William J. Patterson
       591 Redwood Highway, Suite 3215
       Mil Valley, CA 94941
       Tel. No. (415) 383-6600

    5. Amerada Hess Corporation
       Attn: Jonathan C. Stein & Charles F. Cerria
       1185 Avenue of the Americas
       New York, NY 10036
       Tel. No. (212) 536-8252

    6. TransCanada Pipelines Limited
       Attn: Garry Lamb
       TransCanada Pipelines Tower
       450 First Street, S.W.
       Calgary, Alberta
       Canada
       T2P 5Hl
       Tel. No. (403) 920-2727

    7. Dominion Cogen, Inc.
       c/o Dominion Resources Services, Inc.
       Attn: Denis R. Vermette, Director Portfolio Management
       120 Tredegar Street
       Richmond, VA 23219
       Tel. No. (804) 787-5905

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.

Official committees will also attempt to negotiate the
terms of a consensual chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes that
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with  
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Can Hire PA Consulting as Consultants on Final Basis
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 25, 2006,
Calpine Corporation and its debtor-affiliates sought and obtained
the U.S. Bankruptcy Court for the Southern District of New York's
approval to employ PA Consulting Group, Inc., as their energy
industry consultants, effective as of the Debtors' bankruptcy
filing, on an interim basis.

As industry consultant to the Debtors, PA Consulting will:

   (a) review the Debtors' inventory of assets to determine the
       impacts of detailed asset operating characteristics;

   (b) examine the Debtors' long-term contracts, trading
       positions and risk management activities;

   (c) provide strategic advice with respect to energy industry
       specific issues related to the Debtors' Chapter 11 cases;

   (d) provide forecasts of commodity prices including fuel
       prices, electric supply and demand conditions,
       transmission constraints, hydro generation conditions,
       emissions allowance costs and new construction costs;

   (e) analyze technical aspects of the Debtors' business plans
       and models, with a particular emphasis on the Debtors'
       energy business plans;

   (f) analyze the Debtors' energy business strengths, weaknesses
       and risks from the creditors' viewpoint;

   (g) provide advice on restructuring issues and options;

   (h) provide power marketing advice and analysis with respect
       to the Debtors' management, credit policy, hedging
       contracts and credit support; and

   (i) provide EBITDA and cash flow forecasts of the Debtors'
       businesses.

The Debtors will pay for PA Consulting's services according to
the firm's standard hourly rates:

       Designation                  Hourly Rate
       -----------                  -----------
       Partner                      $545 - $620
       Managing Consultant             $465
       Principal Consultant            $350
       Consultant                      $300
       Consultant Analyst/Analyst      $245
       Technical Associate             $120
       Administrator                    $65

                       *     *     *

The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York approves the Debtors'
application on a final basis, subject to certain modifications:

   (i) The United States Trustee and the Official Committee of
       Unsecured Creditors retain all rights to object to PA
       Consulting Group, Inc.'s interim and final fee
       applications on all grounds.

  (ii) All requests of PA for payment of indemnity will be made
       by means of an application and will be subject to review
       by the Court to ensure that payment conforms to the terms
       of the Engagement Letter and is reasonable based on the
       circumstances of the litigation or settlement in respect
       of which indemnity is sought.

(iii) In no event will PA be indemnified if the Debtors or a
       representative of the estate, asserts a claim for, and a
       court determines by final order that the claim arose out
       of, PA's own bad-faith, self-dealing, breach of fiduciary
       duty, gross negligence, or willful misconduct.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with  
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CAPTEC GRANTOR: Fitch Junks Two Transaction Classes' Ratings
------------------------------------------------------------
Fitch took these rating actions on the outstanding classes for
these issues for Captec Grantor Trust, Series 2000-1:

      * Class A-1 affirmed at 'BBB'
      * Class A-2 affirmed at 'BBB'
      * Class B affirmed at 'B'
      * Class C downgraded to 'CC' from 'CCC'
      * Class D downgraded to 'C' from 'CC'
      * Class E remains at 'C'
      * Class F remains at 'C'
      * Class A-IO remains at 'BBB'

The downgrades reflect additional reductions in the credit
enhancement Fitch expects will be available to support each class
in these transactions.  As many loans in default have remained
unresolved, recovery expectations have decreased while interest
liabilities continually detract from collections.  These lowered
expectations in conjunction with incurred losses on existing
defaults have reduced subordination and credit enhancement
available to outstanding bonds.

Anticipated credit enhancement is based on the servicer's and
Fitch's expected recoveries on defaulted collateral.  Fitch's
recovery expectations are based on historical collateral-specific
recoveries experienced in the franchise loan asset-backed
securities sector.


CHATTEM INC: Earns $2.4 Million in 4th Qtr. Ended Nov. 30, 2005
---------------------------------------------------------------
Chattem, Inc. (NASDAQ: CHTT) reported financial results for the
fiscal fourth quarter and year ended Nov. 30, 2005.

Total revenues for the quarter were $63.9 million, up 5.3%,
compared to $60.7 million in the year ago quarter.  The Company's
net income was $2.4 million.

Total revenues for fiscal 2005 were $279.3 million, up 8.2%,
compared to $258.2 million in fiscal 2004.  The Company's net
income was $36 million.

At Nov. 30, 2005, assets totaled $368 million and liabilities
totaled $246 million, resulting in a stockholders' equity of $122
million.

                        Stock Repurchase

During fiscal 2005, the Company repurchased 882,267 shares at an
average cost of $38.63 per share, or $34.1 million in the
aggregate.  A total of $30 million is currently authorized under
the Company's previously announced stock buyback program.

Headquartered in Chattanooga, Tennessee, Chattem Inc. manufactures
and markets a variety of branded consumer products, including
over-the-counter healthcare products and toiletries and skin care
products.  The Company's products include Gold Bond medicated
powder, Icy Hot topical analgesic, Dexatrim appetite suppressant,
and Bullfrog sunblock.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 09, 2005,
Standard & Poor's Ratings Services revised its outlook on Chattem
Inc. to positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
Chattanooga, Tennessee-based manufacturer and marketer of branded
personal care products, including its 'BB-' corporate credit
rating.  About $182 million of debt is affected by this action.

The revised outlook is based on Chattem's announcement that it
intends to redeem its $75 million of floating rate notes due 2010,
and the company's improved operating performance in recent years.
The redemption is expected to be funded through a combination of
borrowings under its revolving credit facility and cash on hand.
To help fund the redemption, Chattem is increasing its revolving
credit facility to $100 million from $50 million.


CHESAPEAKE CORP: Posts $254 Mil. Net Loss in 2005 Fourth Quarter
----------------------------------------------------------------
Chesapeake Corporation (NYSE: CSK) reported preliminary financial
results for the fourth quarter and full year in 2005.

Net sales were $254.9 million in the fourth quarter of 2005,
compared to net sales of $272.2 million for the fourth quarter in
2004.  Net loss for the fourth quarter of 2005 was $254.7 million,
compared to a net income of $5.3 million for the same period last
year.  Full year net sales were $1.042 billion in 2005, compared
to $1.031 billion in 2004.  Net loss for 2005 was $254.7 million
versus a net income of $10.9 million in 2004.

"Our fourth-quarter and full-year 2005 operating results reflect
the challenging market conditions in certain parts of our
business," said Andrew J. Kohut, Chesapeake's president & chief
executive officer.  "Our previously announced $25-million global
cost savings program is a significant element of our response to
these challenging market conditions.  Although we are only a
few months into the program, we are nearing completion on a number
of initiatives.  We are in the final stages of closing our food
and household packaging plant in Birmingham, England, and have
recently announced that we have concluded negotiations with French
works councils to close our luxury packaging plant in Ezy, France.  
We have also initiated a proposed reorganization that would
include the closure of our pharmaceutical packaging plant in
Bedford, England."

At Jan. 1, 2006, assets totaled $1.18 billion and liabilities
totaled $829 million, resulting in a stockholders' equity of
$353 million.

Headquarters in Richmond, Virginia, Chesapeake Corporation --
http://www.cskcorp.com/-- is a leading international supplier of  
value-added specialty paperboard and plastic packaging.  The
company is one of Europe's premier suppliers of folding cartons,
leaflets and labels, as well as plastic packaging for niche
markets.  Chesapeake has more than 50 locations in Europe, North
America, Africa and Asia and employs approximately 6,100 people
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Richmond, Virginia-based Chesapeake Corp. to 'BB-' from
'BB'.  Standard & Poor's also lowered its senior unsecured debt
rating to 'B+' from 'BB' and its subordinated debt rating to 'B'
from 'B+'.  The outlook is stable.

"The downgrade of the corporate credit rating reflects industry
overcapacity and current soft demand in Europe, that when combined
with expected higher debt levels to fund the company's        
cost-reduction program, will result in credit measures over the
next few years that are more commensurate with a 'BB-' rating,"
said Standard & Poor's credit analyst Dominick D'Ascoli.


CIT GROUP: Weak Performance Spurs Moody's Securitization Review
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade two certificates from transactions, issued by CIT Group
Securitization Corp II.  The transactions are backed by
manufactured housing loans originated by CIT Group/ Sales
Financing, Inc., and performance has been weaker than expected.
CIT Group Inc., provides a corporate guarantee on the CIT Group
Securitization Corp II MH Series 1995-1 Class A-5 certificate.

Complete rating action is:

   Issuer: CIT Group Securitization Corp II MH

Review for Possible Downgrade:

   * Series 1995-1; Class A-4, current rating Aa3, under review
     for possible downgrade;

   * Series 1995-2; Class B, current rating Ba1, under review for
     possible downgrade.


COLLINS & AIKMAN: Court OKs Stipulation Resolving Textron Dispute
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved the stipulations resolving a lease payment dispute
between Collins & Aikman Corporation, its debtor-affiliates and
Textron Financial Corporation.

As reported in the Troubled Company Reporter on Jan. 27, 2006, the
Debtors and Textron are parties to an agreement allowing the
Debtors to acquire possession of and control over certain
equipment.  The Debtors and Textron disputed whether the Agreement
is a true lease or a financing transaction.

After extensive negotiations, the parties inked a stipulation,
which provides that:

   (1) As interim adequate protection for Textron's interest in
       the Agreement:

       (a) the Debtors will timely make the monthly payments due
           Textron under the Equipment Lease on December 18,
           2005, and January 18, 2006, each for $1,320,967; and

       (b) the Debtors will comply with all of their obligations
           under, and honor all of Textron's rights under, the
           Agreement.  

       The Interim Payments will constitute interim adequate
       protection of Textron's interest in the Equipment only
       through February 16, 2006.

   (2) Textron has a claim under Section 507(a)(2) of the
       Bankruptcy Code, which will have the priority afforded by
       Section 507(b) of the Bankruptcy Code.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit    
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Wants AIG to Advance Litigation Defense Costs
---------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to lift
the automatic stay to permit AIG/American Home Assurance Company
to advance defense costs to certain directors, officers and other
employees covered under a D&O Policy.

Certain of the Collins & Aikman Corporation and its debtor-
affiliates' former officers and former and current directors are
involved in myriad securities actions pending in federal and state
courts.  In addition, the Securities and Exchange Commission and
the Department of Justice are conducting ongoing investigations
into certain prepetition actions.

In the course of these investigations, several current and former
officers, directors and other employees have been interviewed by
government officials.  These actions and investigations already
have led to these officers, directors and other employees
incurring defense costs and fees.  These actions are also the
subject of an adversary proceeding seeking to stay the continued
prosecution of those actions because of their impact on the
administration of the Debtors' Chapter 11 cases and their
bankruptcy estates in general.

                            D&O Policy

Like a majority of large companies, the Debtors maintain a primary
executive and organization liability insurance policy.  The
Debtors' D&O Policy is issued by AIG/American Home Assurance
Company and insures the Debtors' directors, officers and other
employees against loss, including defense costs, arising out of
certain claims made against them in their capacity as directors
or employees of the Debtors.

The D&O Policy is a "claims made" coverage policy.  In other
words, the D&O Policy only covers claims actually made against the
insured during the policy period.

The D&O Policy also provides both Side A coverage and Side B
coverage.  Side A coverage obligates the Insurer to advance
defense costs directly to the individual officers and directors
in the event that they are not entitled to indemnification from
the corporation.  Side B coverage obligates the Insurer to
reimburse the corporation directly for amounts paid under the
corporation's indemnification obligations to its officers and
directors.

The D&O Policy provides that in the event the Insurer must make
payment on any claim, it will first make payment for claims
covered under "Side A" coverage before making any payment for
claims covered under "Side B" coverage.

The D&O Policy has an aggregate limit of $15,000,000 and provides
coverage for a variety of claims, including any claim made
against an insured director or officer alleging a violation of
"any federal, state, local, or foreign regulation, rule, or
statute regulating securities."

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, asserts that the
Debtors' current or former officers and directors involved in the
securities actions and ongoing investigations are entitled to
direct coverage under the D&O Policy for defense costs actually
incurred.

                     Stay Should be Lifted

Although the D&O Beneficiaries argue that they are entitled to
the defense costs incurred, the Insurer has represented that
because of the pendency of the Debtors' Chapter 11 Cases, it will
advance defense costs to the D&O Beneficiaries pursuant to the
"Side A" coverage only upon Court approval.

Mr. Schrock contends that failure to lift the stay would impair
the D&O Beneficiaries' ability to mount a considerable defense to
the Court Actions.  Without a vigorous defense, the Debtors'
interests will be harmed.  The Debtors are at risk of collateral
estoppel/res judicata and evidentiary prejudice if the Court
Actions are permitted to continue.

Furthermore, it is likely that the D&O Beneficiaries will assert
indemnification claims against the Debtors for their defense
costs if these costs are not paid by the Insurer.  Allowing the
Insurer to advance defense costs rather than incurring an
indemnification claim against the estate surely is sufficient
cause to lift the automatic stay, Mr. Schrock asserts.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit    
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  When the Debtors filed for protection from their
creditors, they listed $3,196,700,000 in total assets and
$2,856,600,000 in total debts. (Collins & Aikman Bankruptcy News,
Issue No. 24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


COUNTRYWIDE HOME: S&P Lowers Two Cert. Classes' Ratings to CCC
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'CCC'
from 'B' on two classes of mortgage pass-through certificates from
two Alternative Loan Trust transactions serviced by Countrywide
Home Loans Inc.
     
The lowered ratings reflect decreases in credit support to the
subordinate classes due to consistent net losses, which exhausted
the credit support for the downgraded classes.  Current credit
support is 0.11% for series 2004-20T1 and 0.14% for series
2003-16T1.
     
As of the Jan. 25, 2006, remittance date, total delinquencies were
2.64% for series 2004-20T1 and 3.26% for series 2003-16T1, while
cumulative losses, as a percentage of the original trust balances,
were 0.13% for series 2004-20T1 and 0.16% for series 2003-16T1.
The outstanding pool balances for both series are less than 60% of
their original size.
     
The collateral for each series consists of 30-year, conventional
fixed-rate residential mortgage loans.
   
Ratings lowered:
   
Alternative Loan Trust 2003-16T1
                       
                              Rating

                 Series      Class   To       From
                 ------      -----   --       ----
                 2003-36     B-4     CCC      B
   
Alternative Loan Trust 2004-20T1
                       
                              Rating

                 Series      Class   To       From
                 ------      -----   --       ----
                 2004-20T1   B-4     CCC      B


CYBERCARE INC: Proposes 35% Reduction to Officers' Wages
---------------------------------------------------------
CyberCare, Inc., and CyberCare Technologies, Inc., ask the U.S.
Bankruptcy Court for the Middle District of Florida in Tampa to
approve modifications to two officers' compensation agreements.

The Debtors propose a 35% reduction to Chief Executive Officer Joe
Forte's and Senior Vice-President Alan Adelson's salaries.

Under his prepetition employment agreement, Mr. Forte is entitled
to a $295,000 annual gross salary plus a 20% bonus.  Additionally,
Mr. Forte was entitled to receive these benefits:

     -- a $1,600 monthly automobile allowance;
     -- up to $2,400 annual automobile insurance;
     -- five weeks vacation per year;
     -- health, dental, vision insurance;
     -- $1 million term personal life insurance policy;
     -- reimbursement for all business travel expenses; and
     -- a 35% bonus on the collection of certain receivables.

Mr. Adelson is entitled to a $184,000 annual salary plus a 20%
bonus.  He is entitled to these benefits:

     -- a $500 monthly automobile allowance;
     -- four weeks vacation per year;
     -- health, dental, vision insurance;
     -- a $ million term personal life insurance policy; and
     -- reimbursement for all business travel expenses.

The Debtors also ask the Bankruptcy Court for authority to pay
unpaid compensation owed to these gentlemen at confirmation.  
Messrs. Forte and Adelson deferred receipt of a substantial
portion of their salaries due to the Debtors' prepetition cash
flow problems.

Headquartered in Tampa, Florida, CyberCare, Inc., f/k/a Medical
Industries of America, Inc., is a holding company that owns
service businesses, including a physical therapy and
rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
$5,058,955 in assets and $26,987,138 in debts.


DELPHI CORP: Estimates $952 Million Pre-Tax Impairment Charges
--------------------------------------------------------------
The audit committee of the Board of Directors of Delphi
Corporation approved on Jan. 26, 2006, management recording
certain asset and goodwill impairment charges related to the
recognition of impairments required under accounting principles
generally accepted in the United States of America.  The review
relates to Delphi's preliminary unaudited financial results for
the three months ended Dec. 31, 2005.

Management's best estimate of the impairment charges is
$952 million pre-tax.  The impairment charges are preliminary, may
be revised, and will be subject to audit procedures performed by
Delphi's independent public accountants.  Included in the
approximately $952 million pre-tax charges are asset impairment
charges of approximately $377 million and goodwill impairment
charges of approximately $575 million.

The impairment charges were principally necessitated by the
substantial decline during 2005 in Delphi's profitability,
especially at impaired sites and reporting units, combined with
the business outlook for those sites and reporting units assuming
no changes in the current operating environment, including no
changes to the Company's overall cost structure or compromise of
any of its legacy liabilities.

These are not cash charges; therefore, these impairment charges
will not result in future cash expenditures.

In accordance with Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", Delphi evaluates the recoverability of certain long-lived
assets whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable.  Similarly, in
accordance with SFAS No. 142, "Goodwill and Other Intangible
Assets", Delphi reviews the recoverability of goodwill at least
annually and any time business conditions indicate a potential
change in recoverability.

Delphi has experienced deteriorated financial performance
resulting in substantial net losses in 2005.  Delphi believes that
several significant issues have largely contributed to the
deterioration of Delphi's financial performance:

   (a) a competitive United States vehicle production environment
       for domestic original equipment manufacturers resulting in
       the reduced number of motor vehicles that General Motors
       Corporation, our largest customer, produces annually in the
       U.S. and related pricing pressures;

   (b) increasing commodity prices;

   (c) U.S. labor legacy liabilities and noncompetitive wage and
       benefit levels; and

   (d) restrictive collectively bargained labor agreement
       provisions which inhibit Delphi's responsiveness to market
       conditions, including exiting non-strategic, non-profitable
       operations.

As a result, Delphi has lowered expectations for future
performance absent the ability to complete a transformation plan
through its reorganization under chapter 11 of the U.S. Bankruptcy
Code.

The deterioration of Delphi's U.S. financial performance combined
with an unfavorable outlook absent completion of a successful U.S.
reorganization, was an indicator for potential impairment.
Additionally, reduced profitability at certain sites and product
lines in Western Europe resulting from flattening revenue together
with higher commodity costs was also considered.  This led
management to test the recoverability of its long-lived assets and
goodwill against a business outlook which assumed no changes in
the current operating environment, including no changes to the
Company's overall cost structure or compromise of any of its
legacy liabilities.

As Delphi's bankruptcy case proceeds and its reorganization plan
is further developed, Delphi may determine that additional
impairment charges should be recognized.  Additionally, if a
reorganization plan is confirmed by the United States Bankruptcy
Court for the Southern District of New York and Delphi thereby
emerges from chapter 11, it is likely that all of Delphi's assets
and liabilities will be revalued to fair market value as required
by the American Institute of Certified Public Accountants
Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code."

Management determined the asset impairment charges of
approximately $377 million by comparing the estimated future cash
flows against carrying values of assets.  Specifically, Delphi
tested certain long-lived assets, primarily property, plant and
equipment, for impairment at each plant site that had operating
losses during 2005 and an expectation of future losses over the
remaining asset life.  

In accordance with SFAS No. 144, where the carrying value of an
asset exceeds the future cash flows at that site, asset impairment
charges are being recognized for the amount that the carrying
value exceeds fair value, which primarily is determined using
discounted future cash flows.  As a result of this analysis, 21
sites recorded asset impairment charges.  The sites were
principally in North America and Western Europe.

Approximately $227 million of the charges are attributable to
assets at sites of debtor entities and the remaining approximately
$150 million are attributable to assets at non-debtor entities.  

Management determined the goodwill impairment charges of
approximately $575 million by comparing the carrying value of each
of its reporting units to the fair value of the reporting unit as
determined using a discounted cash flows analysis.  In accordance
with SFAS No. 142, where the carrying value exceeded the
discounted cash flow for a particular reporting unit, goodwill
impairment charges were recognized.

The goodwill impairment charges recognized were determined by
stating all other assets and liabilities of a reporting unit at
their fair values with the remaining fair value of the reporting
unit attributed to goodwill.  The resulting goodwill impairment
charges are the excess of the recorded goodwill balance over the
calculated fair value of goodwill for the reporting unit.

Delphi's reporting units for purposes of SFAS No. 142 are global
businesses focused on product families.  The fair value of the
reporting units was negatively impacted by the continued
deterioration of business conditions, principally in the U.S., as
described above.

As a result of the goodwill impairment analysis, two of Delphi's
global reporting units recorded goodwill impairments.
Approximately $252 million of the goodwill impairment charges are
attributable to goodwill originally recorded on the books of
debtor entities and the remaining approximately $323 million are
attributable to goodwill originally recorded on the books of non-
debtor entities.

On Jan. 31, 2006, Delphi Corporation and some of its subsidiaries
filed their unaudited consolidated Monthly Operating Report
covering the period from Dec. 1, 2005, to Dec. 31, 2005, with the
United States Bankruptcy Court for the Southern District of New
York.

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


DOCTORS HOSPITAL: Committee Wants Wellspring as Expert Witness
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Doctors Hospital
1997, LP, asks the U.S. Bankruptcy Court for the Southern District
of Texas for authority to retain David S. Felsenthal and
Wellspring Valuation Ltd. as its expert witness for the valuation
hearing of the collateral for the term debt owed to GE HFS
Holdings, Inc., set last week.

Specifically, Mr. Felsenthal will:

   a) study the Debtor's monthly operating reports through
      November 2005, and when available, through December 2005;

   b) consider whether subsequent sales of hospitals in the
      relevant markets would require adjustment of the conclusions
      in the appraisal reports;

   c) spend 10 to 20 hours to review subsequent information and
      prepare for his testimony; and

   d) testify for the Debtor at the valuation hearing.

Robert S. Blanc, Esq., a partner at Gardere Wynne Sewell LLP,
discloses that Mr. Felsenthal will be paid $350 per hour, plus
expenses.

Mr. Blanc assures the Court that Wellspring Valuation does
not hold any interest adverse to its estate and is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

                    About Wellspring Valuation

Wellspring Valuation Ltd. -- http://www.wellspringvaluation.com/  
-- is the nationally recognized leader in providing independent
valuation and financial advisory services specifically tailored to
the healthcare industry.  The Firm is a national, full service
valuation and financial advisory firm, with senior level
healthcare expertise in finance, equipment and real estate.  

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.

The Bankruptcy Court has scheduled a hearing on Feb. 16, 2006, to
consider approval of the Debtor's Amended Disclosure Statement.  


DURA AUTOMOTIVE: S&P Downgrades Corporate Credit Rating to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dura Automotive Systems Inc. to 'B-' from 'B'.  This
stems from the company's poor near-term earnings and cash flow
prospects and the execution risks Dura faces with its ambitious
restructuring plan.  Rochester Hills, Michigan-based Dura, a
manufacturer of automotive and recreational vehicle (RV)
components, has total debt of about $1.2 billion.  The rating
outlook is negative.
      
"Dura's operating results have been under pressure because of the
very challenging environment facing automotive suppliers, who have
to contend with cyclical demand, tough competition, volatile raw-
material costs, and a concentrated customer base that has
substantial purchasing power," said Standard & Poor's credit
analyst Martin King.

Furthermore, the company's earnings weakened in 2005, in part
because of reduced vehicle production from Ford Motor Co. (which
represents about 20% of Dura's sales) and General Motors Corp.
(representing 20%), while the two automakers experienced falling
market shares.  Earnings also suffered as a result of the
company's unfavorable product mix, since light-truck related sales
in particular have declined.  High raw material costs and intense
industry pricing pressure have also hurt earnings.
     
Meanwhile, in the RV market, a decrease in Class A motor homes has
hurt Dura's high margin RV related sales.  EBITDA fell almost 20%
and free cash flow was negative for the year.
     
These earnings pressures will continue in 2006, since the
company's organic growth is weak and it faces continued difficult
industry conditions, including:

   * the high costs of raw materials;
   * production and market share uncertainty; and
   * the possibility of labor strife.
     
To improve results, Dura has announced a comprehensive
restructuring plan designed to lower manufacturing costs and
improve supply-chain efficiencies.  This complex plan, which will
include production shifts and facility closures, will affect 2,000
employees and more than half of Dura's global operations.  The
company has created an ambitious schedule for completion of these
Actions -- by the end of 2007.
     
The restructuring initiatives are essential to Dura's long-term
competitiveness and should produce meaningful tangible benefits.
But the execution risks are great, as Dura must maintain quality
and delivery standards while also:

   * reconfiguring its manufacturing footprint;
   * realigning its workforce; and
   * continuing to aggressively pursue new business opportunities.
     
The cash costs of the restructuring are expected to reach $100
million, which will go toward employee severance, increased
capital investments, and moving costs.  The company expects a
three-year payback on the investment; however, it is uncertain
whether Dura will be able to retain the bulk of the cost savings,
as the company could be forced to lower prices to satisfy its very
demanding customer base.


EARLE M. JORGENSEN: Earns $18 Million in 3rd Qtr. Ended Dec. 31
---------------------------------------------------------------
Earle M. Jorgensen Company (NYSE:JOR) reported sales and earnings
for its third fiscal quarter ended Dec. 30, 2005.

For the three months ended Dec. 30, 2005, revenues increased 6.8%
to $428.8 million, compared to $401.7 million for the three months
ended Dec. 31, 2004.  Net income for the third quarter of fiscal
2006 was $18.2 million, compared to net income of $4.5 million for
the same period in fiscal 2005.

For the nine months ended Dec. 30, 2005, revenues increased
11.5% to $1,285.7 million from $1,152.6 million for the nine
months ended Dec. 31, 2004.   Net income for the first nine
months of fiscal 2006 was $59.6 million, an increase of 56.6%
over $38.1 million during the same period in fiscal 2005.

"We are very pleased with the strong results in the December
quarter, which historically has been our slowest quarter," Maurice
S. Nelson, Jr., EMJ's Chief Executive Officer, stated.  "EMJ's
line items shipped were the second highest quarterly total in
company history.  As we noted last quarter, we have seen gradual
improvement in gross margin, which at 25.7% for the third quarter
were 50 basis points higher than the second quarter at 25.2%.  In
addition, we continue to see a small amount of inflation in our
inventory which resulted in a $9.7 million LIFO charge in the
first nine months of this year compared to $42.5 million in the
same period last year."

                       Capital & Liquidity

EMJ's revolving line of credit facility decreased $13.3 million
during its third quarter of fiscal 2006 to $29.3 million from
$42.6 million at Sept. 28, 2005, while the balance at March 31,
2005 was $16.9 million.  At Dec. 30, 2005, the Company had
$257.1 million available under its revolving line of credit
facility.  Largely, as a result of EMJ's increased investments
in new and expanded facilities, the Company currently expects
its capital expenditures for fiscal 2006 to be approximately
$33 million.

EMJ's Board has approved a new capital budget of $18.7 million for
fiscal 2007.  This 2007 budget includes expenditures for the
previously announced development of a new facility in Portland,
Oregon and significant expenditures for value-added processing
equipment purchases throughout EMJ.

Headquartered in Lynwood, California, Earle M. Jorgensen Company
-- http://www.emjmetals.com/-- is one of the largest distributors  
of metal products in North America with 39 service and processing
centers.  EMJ inventories more than 25,000 different bar, tubing,
plate, and various other metal products, specializing in cold
finished carbon and alloy bars, mechanical tubing, stainless bars
and shapes, aluminum bars, shapes and tubes, and hot-rolled carbon
and alloy bars.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Standard & Poor's Ratings Services revised its CreditWatch on
'B+'-rated Earle M. Jorgensen Co. to developing from positive
following the company's announcement that it signed a definitive
agreement to be acquired by Reliance Steel & Aluminum Co.
(unrated) for $934 million.  The transaction will be comprised of
cash, stock, and the assumption of approximately $291 million of
Earle M. Jorgensen debt.
     
"The CreditWatch developing implication reflects the uncertainties
surrounding the ultimate ratings on Earle M. Jorgensen's secured
notes, which have a change-of-control provision," said Standard &
Poor's credit analyst Dominick D'Ascoli.


ELI SHIRI: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Eli I. Shiri
        aka Eliahu Shiri
        17047 Adlon Road
        Encino, California 91436
        Tel: (818) 783-9925

Bankruptcy Case No.: 06-10102

Chapter 11 Petition Date: January 31, 2006

Court: Central District of California (San Fernando Valley)

Judge: Kathleen Thompson

Debtor's Counsel: Dennis E. McGoldrick, Esq.
                  350 South Crenshaw Boulevard, Suite A207B
                  Torrance, California 90503
                  Tel: (310) 328-1001

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Internal Revenue Service                 $1,124,000
   Insolvency 1 Stop 5022
   300 North Los Angeles Street, Room 4062
   Los Angeles, CA 90012-9903

   Mahoney, Coppenrath & Jaffe LLP            $333,414
   2049 Century Park East, Suite 2480
   Los Angeles, CA 90087-3126

   Employment Development Department          $162,635
   Lien Group, MIC 92G
   P.O. Box 826680
   Sacramento, CA 94280-0001

   Employment Development Department           $30,554
   4021 Rosewood Room 301
   P.O. Box 74912
   Los Angeles, CA 90004-0912


EMAC OWNER: Fitch Lowers Five Transaction Classes' Ratings to Cs
----------------------------------------------------------------
Fitch took rating actions on the outstanding classes for these
issues for EMAC Owner Trusts:

  Series 1998-1

      * Class A-2 affirmed at 'B'
      * Class A-3 downgraded to 'CC' from 'B'
      * Class B downgraded to 'C' from 'CCC'
      * Class C downgraded to 'C' from 'CC'
      * Class D remains at 'C'
      * Class E and participating interest remains at 'D'

  Series 2000-1:

      * Classes A-1 and A-2 affirmed at 'B'
      * Class B downgraded to 'C' from 'CCC'
      * Class C downgraded to 'C' from 'CC'
      * Class D remains at 'C'
      * Classes E and F remain at 'D'

The negative rating actions reflect additional reductions in the
credit enhancement Fitch expects will be available to support each
class in these transactions.  As many loans in default have
remained unresolved, recovery expectations have decreased while
interest liabilities continually detract from collections.  These
lowered expectations in conjunction with incurred losses on
existing defaults have reduced subordination and credit
enhancement available to outstanding bonds.

Anticipated credit enhancement is based on the servicer's and
Fitch's expected recoveries on defaulted collateral.  Fitch's
recovery expectations are based on historical collateral-specific
recoveries experienced in the franchise ABS sector.


EMERGE CAPITAL: Sells Real Estate Subsidiary for $5.28 Million
--------------------------------------------------------------  
Emerge Capital Corp. (OTCBB: EMGC) reported the sale of its real
estate subsidiary, Lehigh Acquisition Corp., for $5.28 million.  
Emerge Capital expects to book a $1.1 million gain on the sale,
subject to review of the sale by its independent accounting firm.

"The sale of Lehigh results in the elimination of assumed debt and
other liabilities in excess of $5 million," Tim Connolly, CEO of
Emerge Capital Corp., commented.  "This sale will allow us to
focus our efforts and capital resources on our primary mission of
providing restructuring strategies, turnaround management, and
merchant banking services for institutional funds and micro-cap
public companies.  We are pleased to announce this sale with such
a positive result."

Through its wholly owned operating subsidiary, Corporate
Strategies, Inc. -- http://www.corporate-strategies.net/--   
Emerge Capital Corp. provides Business Restructuring, Turnaround
Management, and Advisory Services for emerging and re-emerging
public and private companies.

Corporate Strategies, Inc. (CSI) helps micro-cap public companies
accelerate growth and provides working capital, management
restructuring and turnaround expertise, and in select cases, makes
direct investments in our client companies.  CSI markets its
turnaround services to hedge funds, institutional investors, and
banks that have significant exposure in troubled micro-cap public
companies.  Typically, these companies are in operational or
financial difficulty, may be in default of lending or equity
agreements, and may be facing bankruptcy or liquidation if their
operations are not turned around.  CSI is compensated with cash
payments on a monthly or quarterly basis, and the most significant
part of our compensation is in outright grants of equity in the
form of common stock, and/or warrants for purchasing common stock.
CSI believes this compensation plan aligns our interests with the
client company and its shareholders because our ultimate
compensation is determined by successfully increasing shareholder
value.  This performance-based arrangement clearly demonstrates
that our interests are consistent with the goals of our clients,
their shareholders, and the shareholders of Emerge Capital Corp.

At Sept. 30, 2005, Emerge Capital Corp.'s balance sheet showed a
stockholders' deficit of $3.4 million, compared to a $1.6 deficit
at Dec. 31, 2004.


EXTENSITY: Moody's Rates $360 Million Senior Secured Loan at B2
---------------------------------------------------------------
Moody's Investors Service assigned a first-time rating of B2
Corporate Family to Extensity, S.A.R.L., and B2 ratings to its
proposed revolver and senior secured first lien term loan
facility.  Proceeds of the financing, along with a second lien
term loan, will finance a leveraged buyout of Geac Computer
Corporation, a publicly listed software company.  Extensity
provides software applications for financial functions such as
general ledger, budgeting/forecasting, and business analytics. The
ratings outlook is stable.

These ratings have been assigned:

   * Corporate Family Rating - B2

   * $50 million revolving credit facility due 2011 - B2

   * $360 million senior secured first lien term loan due 2011
     - B2

On Nov. 7, 2005, Golden Gate Capital announced a definitive
agreement to acquire Geac for approximately $1 billion. Upon
completion of the acquisition, Geac's financial applications and
industry specific applications businesses are being combined with
TriSyn, an existing Golden Gate portfolio company, to form
Extensity.  Geac has been in existence since 1971.  Its product
portfolio includes a range of financial applications software as
well as industry specific applications covering sectors such as
banking and libraries.  The company has approximately 12,500
financial application customers.

The B2 ratings reflect:

   (1) Extensity's modest scale and lack of organic revenue
       growth;

   (2) the highly competitive environment for financial
       applications software;

   (3) relatively high leverage and modest interest coverage
       coupled with possible future acquisitions which could
       weaken credit measures;

   (4) possible integration issues due to significant cost
       synergies planned; and

   (5) limited asset protection from a small base of tangible
       assets.

The B2 ratings are supported by:

   (1) the mission critical nature of its financial services
       products and relatively favorable market trends for their
       functionality;

   (2) a long track record of Extensity and its financial
       applications;

   (3) reasonably good revenue visibility with good contract
       renewal rates and resultant cash flow generation; and

   (4) a broad customer base with revenue contribution of top 10
       at less than 5%.

The financial applications software market is highly competitive
and includes much larger and better capitalized players such as
SAP, Oracle, and Microsoft, all of which have ample resources to
compete and invest in new products.  By comparison, Extensity is
relatively modest in its size and scale with total revenues of
$325 million.  Furthermore, it has generated limited organic
licensing growth over the past years.

As part of the transaction, Extensity anticipates significant
broad based cost synergies.  R&D is expected to decline to levels
perhaps below comparable industry averages.  Moody's believes the
level of the company's investment in its R&D is a key contributor
to its ability to compete and sustain its relative position in a
highly competitive environment.  Risks of inability of proper
integration in R&D and other key business areas could lead to
deteriorating financial performance and credit protection metrics.  
Moody's, however, notes that the planned cuts appear to be
relatively consistent with other software M&A transactions.

Key offsetting factors to the aforementioned concerns include the
company's long operating track record and the acceptance of its
products dating back to 1971.  It also has an established and
diversified customer base of 12,500.  The company further enjoys
maintenance contract renewal rates of over 90% giving its business
a good revenue visibility.  In addition, its products provide
mission critical functionalities including financial budgeting,
planning and business performance analytics.  Moody's believes
that the general macro environment is favorable for the financial
applications industry due to the increasing importance of
financial data not only for internal business decision purposes
but also given the current tighter regulatory and compliance
environment.

The B2 rating on the secured first lien facilities, at the same
level as the corporate family rating, reflects its preponderance
in the capital structure.  First lien facilities will represent
70% of pro forma debt structure.  The ratings also reflect limited
asset protection as Extensity's pro-forma balance sheet is heavily
comprised of intangibles.  Post financing, leverage will be
relatively high with total debt to EBITDA of approximately 4.2x,
assuming realization of planned synergies. LTM EBITDA to projected
interest expenses coverage is modest, at approximately 2 times.

The stable outlook reflects Moody's expectations that Extensity
will continue to generate positive free cash flow.  CAPEX
requirements for Extensity will be modest, typical of a software
business model.  Extensity is expected to generate free cash flow
representing about 10% of total borrowings.  In addition, the
company is expected to have a cash balance near $60 million post
current financing.  The company it will also have a $50 million
revolving credit facility and an option to increase the term
facility by $50 million to further bolster its liquidity.

The ratings could be positively influenced upon a combination of:

   (1) evidence of a positive trend of new license growth across
       key lines of business;

   (2) successful implementation of cost reduction programs to
       result in improved profitability and cash flow generation;
       and

   (3) de-leveraging; Conversely, the ratings could be negatively
       influenced to the extent:

       -- Extensity's competitive position suffers and results in
          declining licensing sales and maintenance renewal
          rates;

       -- the company is unable to manage risks as detailed
          earlier associated with planned cost reductions; and

       -- the company materially increases leverage due partly to
          acquisitions or declining in financial performance due
          partly to possible integration issues.

Extensity is headquartered in Atlanta, Georgia. It provides
financial applications to support a full-range of financial
functions for mid-to-large enterprises.  In addition, the
Company's industry specific applications provide critical
functionality for select vertical markets.  Pro forma for the
Transaction, Extensity generated revenues of $325 million, for the
LTM period ending Nov. 30, 2005.


FALCONBRIDGE LIMITED: Earns $280 Million in 2005 Fourth Quarter
---------------------------------------------------------------
Falconbridge Limited (TSX:FAL.LV)(NYSE:FAL) reported 2005 net
income of $872 million, compared with 2004 net income of
$521 million.  Net income was $280 million for the fourth quarter
of 2005, compared with net income of $143 million for the fourth
quarter of 2004.

"Falconbridge took advantage of the strong fundamentals of our
business in 2005," said Derek Pannell, Chief Executive Officer of
Falconbridge.  "Higher prices for all of our metals, along with
strong operational performance, resulted in outstanding financial
results.  We also created value for our shareholders with the
amalgamation of Noranda and Falconbridge, followed by the proposed
friendly takeover of the combined company by Inco."

Total revenues increased to $8.1 billion during 2005, a 19%
increase over the $6.8 billion in revenue generated in 2004.  
Revenues for the fourth quarter of 2005 were $2.2 billion, 16%
higher than revenues of $1.9 billion in the same period of 2004.

At Dec. 31, 2005, consolidated assets totaled $12.4 billion and
consolidated liabilities totaled $7.3 billion, resulting in a
stockholders' equity of $5 billion.

                Liquidity And Capital Initiatives

The Company's five-year committed bank facilities total
$780 million.  At Dec. 31, 2005, these lines were essentially
undrawn.

Cash generated from operations, before the net change in accounts
receivables, payables and inventories, was $383 million during the
fourth quarter of 2005 and $1,650 million for the entire year.

Total liquidity remains strong, with over $1.6 billion of cash and
undrawn lines at Dec. 31, 2005.  Long-term debt was $2.6 billion
at year end.  Falconbridge's net-debt-to-capitalization ratio
stood at 36.7% at year end.

The 2004 financial results represent the consolidated results of
Noranda Inc., which was renamed Falconbridge Limited after the
amalgamation on June 30, 2005.

Headquartered in Toronto, Ontario, Falconbridge Limited --
http://www.falconbridge.com/-- is a leading copper and nickel  
company with investments in fully-integrated zinc and aluminum
assets.  Its primary focus is the identification and development
of world-class copper and nickel mining deposits.  It employs
14,500 people at its operations and offices in 18 countries.  
Falconbridge's common shares are listed on the New York Stock
Exchange (FAL) and the Toronto Stock Exchange (FAL.LV).

Falconbridge Limited's 5% Adjustable Rate Convertible Subordinated
Debentures carry Standard & Poor's BB+ rating.


FIRST VIRTUAL: Liquidating Trustee Taps Bachecki as Accountant
--------------------------------------------------------------
Gregory Sterling, the Liquidating Trustee of First Virtual
Communications, Inc., and CUseeMe Networks, Inc., asks the U.S.
Bankruptcy Court for the Northern District of California for
permission to employ Bachecki, Crom & Co., LLP, as his accountant.

As previously reported on Dec. 14, 2005, in the Troubled Company
Reporter, the Hon. Thomas E. Carlson of the U.S. Bankruptcy Court
for the Central District of California confirmed the Amended Joint
Plan of Reorganization filed by First Virtual Communications,
Inc., CUseeMe Networks, Inc., and the Official Committee of
Unsecured Creditors on Nov. 28, 2005.  That confirmed plan
breathed life into the Liquidating Trust for which Mr. Sterling
serves as the Liquidating Trustee.  

Bachecki Crom will:

   a) prepare and file tax returns;

   b) prepare wage claim withholding computations and payroll tax
      returns;

   c) prepare tax projections and perform tax analysis, if
      necessary;

   d) analyze tax claims filed in the Debtors' case, if necessary;

   e) analyze the tax impact of potential transactions, if
      necessary;

   f) analyze and testify as to avoidance issues, if necessary;

   g) prepare a solvency analysis, if necessary;

   f) serve as Liquidating Trustee's general accountant; and

   g) consult with the Liquidating Trustee and the Liquidating
      Trustee's counsel as to those matters during the
      administration of First Communications Liquidating Trust.

Jay D. Crom, a partner of Bachecki Crom, discloses the firm's
professionals' hourly rates:

           Position                 Hourly Rate
           --------                 -----------
           Partners                 $310 - $360
           Senior Accountant        $235 - $340
           Junior Accountant        $110 - $255

To the best of the Liquidating Trustee's knowledge, Bachecki Crom
does not hold an interest adverse to the estate, and is a
"disinterested person" as required by Section 327(a) of the
Bankruptcy Code.

Headquartered in Redwood City, California, First Virtual
Communications, Inc. -- http://www.fvc.com/-- delivers integrated  
software technologies for rich media web conferencing and
collaboration solutions.  The Company and its affiliate - CUseeMe
Networks, Inc. -- filed for chapter 11 protection on Jan. 20, 2005
(Bankr. N.D. Calif. Case No. 05-30145).  Kurt E. Ramlo, Esq., at
Skadden, Arps, Slate, Meagher & Flom represents the Debtors in
their restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $7,485,867 in total assets and
$13,567,985 in total debts.


FLYI INC: Court Approves Sale of Dulles Airport Lease to UAL
------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware approved the sale of FLYi, Inc., and its
debtor-affiliates' Airport Use Agreement and Premises Lease
between Independence Air, Inc., and the Metropolitan Washington
Airports Authority and certain related equipment to United Air
Lines, Inc.,

The sale, valued at $4.3 million, also includes the assumption of
the Debtor's liabilities on the airport leases by United.

Under the terms of the Asset Purchase Agreement, the equipment to
be sold includes:

      * 36 Ground power outlets at 400MHZ
      * 36 E-FIDS external display systems
      * 37 Potable water closets
      * 12 Ground equipment power outlets
      * 12 External CCTV cameras
      * 2 Ice storage units
      * 1 Walk-in refrigerator
      * 12 Internal FIDS flat screen panels

The Debtors disclosed that the Airport Lease also includes a cure
cost of $1,123,372.  The Debtors say that although it is their
responsibility to pay the cure cost, United may opt to pay the
cure cost directly to MWAA, with a corresponding reduction in the
purchase price.

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


G+G RETAIL: Assets Being Auctioned Tomorrow in New York
-------------------------------------------------------
G+G Retail Inc. will conduct an auction for substantially all of
its assets on Feb. 14, 2006, at 11:00 a.m. at the office of:

       Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.
       780 Third Avenue, 36th Floor
       New York, New York 10017-2024

                  Competing Bids

Wet Seal Inc. is the stalking horse bidder with a $15.2 million
offer to acquire substantially all of G+G Retail's assets.  

BCBG Max Azria Group Inc. submitted a competing offer for the
Debtor's assets in the form of a $22 million payment to the
estate's unsecured creditors and $20 million worth of fresh
inventory.

The U.S. Bankruptcy Court for the Southern District of New York
will hold a sale hearing at 10:00 a.m. on February 15 to consider
approval of sale to the highest bidder emerging from tomorrow's
auction.

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


GARDNER DENVER: Earns $25 Million in Quarter Ended Dec. 31, 2005
----------------------------------------------------------------
Gardner Denver, Inc. (NYSE: GDI) reported that revenues for the
year ended Dec. 31, 2005, were $1.2 billion and net income for the
year ended Dec. 31, 2005, was $67 million.  The Company's highest
levels since becoming an independent entity in 1994.

Revenues for the three months ended Dec. 31, 2005 were
$369.3 million, a 53% increase compared to the fourth quarter of
the previous year.  Net income for the three months ended Dec. 31,
2005 was $25.3 million, an 86% increase compared to the same
period last year.

"I look at 2005 as a year of many successes," Ross Centanni,
Gardner Denver's Chairman, President and CEO, said.  "I am pleased
to report that the Company has once again achieved record orders,
revenues, net income and operating cash flow.  Our strategic
acquisitions, internal revenue growth and cost reduction
initiatives continue to result in increased earnings and cash flow
for our shareholders."  
    
At Dec. 31, 2005, assets totaled $1.7 billion and liabilities
totaled $1 billion, resulting in a stockholders' equity of $658
million.

Gross margin (defined as revenues less cost of sales) as a
percentage of sales (gross margin percentage) increased to 34% in
the three-month period ended Dec. 31, 2005, from 32.8% in the same
period of 2004.

Cash provided by operating activities increased 55% to
approximately $119 million in 2005.  

The Company invested approximately $35.5 million in capital
expenditures in 2005, compared to $19.6 million in 2004.

Headquartered in Quincy, Illinois, Gardner Denver, Inc. --
http://www.gardnerdenver.com/-- is a leading worldwide  
manufacturer of reciprocating, rotary and vane compressors, liquid
ring pumps and blowers for various industrial and transportation
applications, pumps used in the petroleum and industrial markets,
and other fluid transfer equipment serving chemical, petroleum,
and food industries.

Gardner Denver, Inc.'s 8% Senior Subordinated Notes due 2013 carry
Moody's  Investors Service's B2 rating and Standard & Poor's B
rating.


GENERAL MOTORS: Halves Dividend & Cuts Senior Executives' Salaries
------------------------------------------------------------------
In a press release delivered to the Securities and Exchange
Commission on Feb. 8, 2006, and simultaneously announced to the
press, General Motors Corporation unveiled new actions to support
its ongoing North American turnaround plan.  The new actions are
expected to generate savings, stem losses, reduce costs and
business risks, and further enhance GM's financial flexibility.

GM Chairman and CEO Rick Wagoner announced that a major part of
the turnaround plan is for him and other senior officers and
directors to take pay cuts and for the Company to slash its cash
dividends.

Mr. Wagoner's pay will be cut by 50%, Vice Chairmen John Devine,
Bob Lutz and Fritz Henderson salaries' will be cut by 30% and a
10% reduction for Executive Vice-President and General Counsel
Thomas Gottschalk.  

Other top officers and directors' salaries will be cut from 10% to
30%, while outside board members' salaries will be slashed by 50%.  
There will also be no annual or long-term cash incentive awards
paid to GM's global executives for the 2005 performance year.  The
pay cuts for senior officers and directors will save GM less than
$10 million a year.

GM will cut its dividend payments to $0.25 per share, per quarter,
payable on March 10, 2006 to holders of record as of Feb. 16,
2006.  The dividend had previously been $0.50 per share, per
quarter, since the first quarter of 1997.  The change in the
dividend rate will reduce GM's cash outlay by about $565 million
on an annualized basis.

Other components of the turnaround plan include:

--- Revised health-care benefit plan for salaried retirees in the
    U.S. that is expected to reduce GM's liability by about
    $4.8 billion and its annual health-care expense by almost
    $900 million before taxes; and

--- Planned restructuring of the U.S. salaried pension benefit
    plan.

A full-text copy of GM's Form 8-K filed with the SEC and
containing the press release outlining the turnaround plan is
available for free at http://ResearchArchives.com/t/s?540

As of Dec. 31, 2005 GM reported total assets $475,284,000,000 and
total liabilities of $457,511,000,000.  As of Dec. 31, 2005, GM's
balance sheet showed $16,734,000,000 of positive shareholder'
equity, compared to stockholders' equity of $27,401,000,000 for
Dec. 31, 2004.

General Motors Corporation -- http://www.gm.com/--   
headquartered in Detroit, Michigan, is the world's largest
producer of cars and light trucks.  Founded in 1908, GM today
employs about 325,000 people around the world. It has
manufacturing operations in 32 countries and its vehicles are sold
in 200 countries.  General Motors Acceptance Corporation, a
wholly-owned subsidiary of GM, provides retail and wholesale
financing in support of GM's automotive operations and is one of
the world's largest non-bank financial institutions.  Residential
Capital Corporation, a real estate finance company based in
Minneapolis, Minnesota, is a wholly owned subsidiary of GMAC.
     
                      *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2006,
Moody's Investors Service placed its B1 long-term rating of
General Motors Corporation on review for possible downgrade
following the company's announcement of full-year 2005 results
that include fourth quarter automotive operating cash generation
that is materially below the rating agency's expectations.  

The ratings of General Motor's Acceptance Corporation (Ba1/review
with direction uncertain and Not-Prime/review for possible
upgrade) and of Residential Capital Corporation (Baa3 and
Prime-3/review direction uncertain) remain unchanged.  

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on General Motors Corp. to 'B' from 'BB-' and its short-
term rating to 'B-3' from 'B-2' and removed them from CreditWatch,
where they were placed on Oct. 3, 2005, with negative
implications.  The outlook is negative.

The 'BB/B-1' ratings on General Motors Acceptance Corp. and the
'BBB-/A-3' ratings on Residential Capital Corp. remain on
CreditWatch with developing implications, reflecting the potential
that GM could sell a controlling interest in GMAC to a highly
rated financial institution.  Consolidated debt outstanding
totaled $285 billion at Sept. 30, 2005.


GENEVA STEEL: Judge Clark Approves GATX Capital Settlement
----------------------------------------------------------
The Hon. Glen E. Clark of the U.S. Bankruptcy Court for the
District of Utah, Central Division, approved a settlement
resolving the dispute between James T. Markus, the chapter 11
trustee appointed in Geneva Steel LLC's bankruptcy case, and GATX
Capital Corp.

GATX opposed the Trustee's move to sell the Debtor's steel
plant in Utah County, free and clear of GATX's leasehold interest.  
GATX asserts a leasehold interest in the Utah property on account
of facilities and related equipment built on the Debtor's property
in 1995.

As reported in the Troubled Company Reporter on Jan. 26, 2006,
GATX agreed to remove the equipment from the Debtors' property on
the earlier of March 30, 2006, or the closing date of the Debtors'
steel plant.  

GATX will shoulder all costs and expenses associated with the
removal of the equipment but it will not be liable to the estate
for any rent, taxes, insurance or related expenses under the
lease.

If GATX fails to remove the Cupola by the agreed deadline, the
equipment will be deemed abandoned and the Debtors will be
entitled to retain any proceeds derived from the subsequent sale
or disposal of the Cupola.

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP, represent the Debtor in its
chapter 11 proceedings.  James T. Markus was appointed as the
chapter 11 Trustee for the Debtor's estate on June 22, 2005.  
John F. Young, Esq., at Block Markus & Williams, LLC represents
the chapter 11 Trustee.  When the Company filed for protection
from its creditors, it listed $262 million in total assets and
$192 million in total debts.


GLOBAL FRANCHISE: Fitch Lowers Class B & C Debts' Ratings to Cs
---------------------------------------------------------------
Fitch took these rating actions on the outstanding classes for
Global Franchise Trust 1998-1:

  Series 1998-1

     -- Class B downgraded to 'CCC' from 'B'
     -- Class C downgraded to 'C' from 'CCC'
     -- Classes D and E remain at 'D'

The negative rating actions reflect additional reductions in the
credit enhancement Fitch expects will be available to support each
class in these transactions.  As many loans in default have
remained unresolved, recovery expectations have decreased while
interest liabilities continually detract from collections.  These
lowered expectations in conjunction with incurred losses on
existing defaults have reduced subordination and credit
enhancement available to outstanding bonds.

Anticipated credit enhancement is based on Fitch's expected
recoveries on defaulted collateral.  Fitch's recovery expectations
are based on historical collateral-specific recoveries experienced
in the franchise ABS sector.


GREAT NORTHERN: Ch. 7 Trustee Taps Ottenheimer as Illinois Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine gave Gary M.
Growe, the chapter 7 Trustee overseeing the liquidation of Great
Northern Paper, Inc., permission to employ Ottenheimer, Teplinsky,
Rosenbloom, LLC, as his local counsel in the state of Illinois.

Mr. Growe tells the Court that he hired Ottenheimer Teplinsky as
his Illinois counsel because of its experience in commercial
litigation and bankruptcy matters.  

Ottenheimer Teplinsky will assist the Trustee as Illinois counsel
in issues related to collection of monies due to the Debtor's
estate in the state of Illinois and to assist him in the
administration of the Debtor's  chapter 7 estate.

Howard L. Teplinsky, Esq., a member of Ottenheimer Teplinsky, is
one of the lead attorneys from the Firm performing services to the
Trustee.  Mr. Teplinsky charges $270 per hour for his services.  

Other attorneys from Ottenheimer Teplinsky rendering services to
the Trustee are Marcia Cotler, Esq., and Michael Shifrin, Esq.
Ms. Cotler charges $210 per hour for her services, while
Mr. Shifrin charges $150 per hour.  

Ottenheimer Teplinsky assures the Court that it does not represent
any interest materially adverse to the Debtor's estate pursuant to
Section 327(a) of the Bankruptcy Code.

Great Northern Paper, Inc., one of the largest producers of
groundwood specialty papers in North America, filed for chapter 11
protection on January 9, 2003 (Bankr. Maine Case No. 03-10048).
In early 2003, Belgravia purchased substantially all of the
Debtor's assets for approximately $75 million.  The court
converted the Debtor's case to a chapter 7 liquidation
proceeding on May 22, 2003.  Alex M. Rodolakis, Esq., and
Harold B. Murphy, Esq., at Hanify & King, P.C., represent the
Debtor.  When the Company filed for chapter 11 protection, it
listed debts and assets of more than $100 million each.  Gary M.
Growe is the chapter 7 Trustee for the Debtor's estate.  Jeffrey
T. Piampiano, Esq., at Drummond Woodsum & MacMahon represents the
chapter 7 Trustee.


GREAT NORTHERN: Ch. 7 Trustee Hires Whitman Breed as Conn. Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine gave Gary M.
Growe, the chapter 7 Trustee overseeing the liquidation of
Great Northern Paper, Inc., permission to employ Whitman, Breed,
Abbott & Morgan LLC as his local counsel in the state of
Connecticut.

Whitman Breed will assist the Trustee in the administration of the
Debtor's chapter 7 estate, assist and advise on issues related to
the collection of monies due to the estate and on bankruptcy
related matters involving the estate in the state of Connecticut.  

Charles W. Pieterse, Esq., and Gerard Saggese, Esq., are the lead
attorneys from Whitman Breed performing services to the Trustee.  
Mr. Pieterse charges $300 per hour for his services, while Mr.
Saggese charges $185 per hour.

Whitman Breed assures the Court that it does not represent any
interest materially adverse to the Debtor's estate pursuant to
Section 327(a) of the Bankruptcy Code.

Great Northern Paper, Inc., one of the largest producers of
groundwood specialty papers in North America, filed for chapter 11
protection on January 9, 2003 (Bankr. Maine Case No. 03-10048).
In early 2003, Belgravia purchased substantially all of the
Debtor's assets for approximately $75 million.  The court
converted the Debtor's case to a chapter 7 liquidation
proceeding on May 22, 2003.  Alex M. Rodolakis, Esq., and
Harold B. Murphy, Esq., at Hanify & King, P.C., represent the
Debtor.  When the Company filed for chapter 11 protection, it
listed debts and assets of more than $100 million each.  Gary M.
Growe is the chapter 7 Trustee for the Debtor's estate.  Jeffrey
T. Piampiano, Esq., at Drummond Woodsum & MacMahon represents the
chapter 7 Trustee.


HEALTHSPRING INC: Debt Repayment Cues Moody's to Review Ba2 Rating
------------------------------------------------------------------
Moody's Investors Service placed the B1 senior secured debt rating
of NewQuest, Inc., and the Ba2 insurance financial strength rating
of the company's Tennessee subsidiary, HealthSpring of Tennessee,
Inc., under review for possible upgrade.

Moody's stated that the review will focus on the company's
improved capital structure after their recent initial public
offering and repayment of all outstanding debt.  In addition, the
rating agency stated that it will also review the progress of the
company's expansion into Mississippi and Illinois, as well as the
growth in its Medicare enrollment expansion at the beginning of
2006.

HealthSpring, Inc., is headquartered in Nashville, Tennessee.  For
the eleven month period ending Nov. 30, 2005, total revenue was
$772.81 million.  Medicare membership, as of that date, was
approximately 100,200.

Moody's Health Insurance Financial Strength Ratings are opinions
about the ability of life and health insurance companies to
punctually repay senior policyholder claims and obligations.
Because IFSRs are applied to operating life and health insurance
companies, the cash flows of which are regulated by the applicable
state insurance department, the IFSR is typically the highest
rating within a corporate group.


HEATING OIL: Wants to Expand Scope of PricewaterhouseCoopers' Work
------------------------------------------------------------------
Heating Oil Partners, L.P., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut for permission to
enlarge the scope of PricewaterhouseCoopers, LLP's retention.

The Debtors wants PwC to prepare the annual Canadian tax filings
of Heating Oil Partners Income Fund.  The Debtors remind the Court
that the order granting PwC's retention did not provide for PwC to
perform the tax services.  The Debtors say that this additional
work will cost them an additional $15,000.  Thus, the Debtors
contend, they also ask the Court to increase their cap from
$300,000 to $317,500.

                       PwC Retention

On Dec. 16, 2005, the Honorable Alan H. W. Shiff approved the
Debtors request to employ PwC as their accountants.

Pursuant to the order, PwC will:

    a. perform annual financial statement audits for the Debtors
       and its related entities for the year ended Sept. 30, 2005;

    b. perform quarterly reviews associated with the audits, as
       required for the Fund;

    c. analyze the Fund's Annual Information Form Management's
       Discussion and Analysis and other information included in
       the annual report to shareholders;

    d. ensure electronics versions of financial statements posted
       on SEDAR are accurately reproduced from the original; and

    e. performance of other related accounting services for the
       Debtors as may be necessary.

Thomas C. Sullivan, partner at PwC, disclosed that the Firm's
professionals bill:

       Designation                         Hourly Rate
       -----------                         -----------
       Partners                            $520 - $900
       Managers/Directors                  $325 - $480
       Associates/Senior Associates        $150 - $325
       Administration/Paraprofessionals    $75 - $140

Mr. Sullivan further disclosed that for this engagement, they will
bill:

    * $175,000 for the audit of Heating Oil Partners, L.P.'s
      financial statements for the year ended Sept. 30, 2005;

    * $5,500 and CDN$10,500 for the audit of Heating Oil Partners
      Holdings' financial statements for the year ended Sept. 30,
      2005;

    * $40,000 for the audit of Heating Oil Partners Income Fund
      for the year ended Sept. 30, 2005; and

    * $19,000 and CDN$10,000 per for quarter for Heating Oil
      Partners Income Fund quarterly reviews.

Mr. Sullivan says that the Firm has agreed to a cap of $300,000
for this engagement.

Mr. Sullivan assures the Court that the Firm does not represent
any interest adverse to the Debtors, their creditors or their
estates.

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.


HEATING OIL: Has Until April 15 to File Chapter 11 Plan
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut
extended, until Apr. 15, 2006, the period within which Heating Oil
Partners, L.P. and its debtor-affiliates have the exclusive right
to file a chapter 11 plan.  The Court gave the Debtors until
June 14, 2006, to solicit acceptances of that plan.

The Debtors had asked the Court to extend their exclusive period
to file a plan until May 25, 2006, and solicitation period until
July 24, 2006.

In requesting the Court for the extension, the Debtors related
that not only are their chapter 11 cases large and complex, but
they have an obligation to attempt to file a plan acceptable to
their lenders by Apr. 15, 2006.  The Debtors told the Court that
unless they determine that a consensual plan is not possible with
their lenders and have negotiated with the Official Committee of
Unsecured Creditors, they won't spend any resources pursuing a
non-consensual plan.

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.


HEMOSOL CORP: Has Until March 27 to File BIA Proposals
------------------------------------------------------
The Ontario Superior Court of Justice (Commercial List) approved a
further forty-five day extension of the time by which Hemosol
Corp. and its affiliate Hemosol LP are required to file proposals
for their respective creditors pursuant to the provisions of the
Bankruptcy and Insolvency Act of Canada.  Subject to further
orders of the Superior Court, Hemosol will now have until
March 27, 2006 to file one or more proposals.

The marketing and sale process authorized by the Court is
continuing and to date, PricewaterhouseCoopers Inc., as interim
receiver of the assets, property and undertaking of Hemosol has
received a number of preliminary expressions of interest in
respect of the business and assets of Hemosol.  The Receiver is in
the process of analysing such expressions of interest.

At this time there is no certainty as to the outcome of the
marketing and sales process.  Accordingly, it is unclear whether
or not there will be any value for holders of Hemosol's shares at
the conclusion of the marketing and sales process.

Hemosol Corp. -- http://www.hemosol.com/-- is an integrated
biopharmaceutical developer and manufacturer of biologics,
particularly blood-related protein based therapeutics.  The common
shares of Hemosol are listed on the NASDAQ Stock Market under the
trading symbol "HMSLQ" and on the TSX under the trading symbol
"HML".

                          *     *     *

AS reported in the Troubled Company Reporter on Nov. 25, 2005,
Hemosol Corp. (NASDAQ: HMSL, TSX: HML) reported that it is
insolvent.  Hemosol Corp. and Hemosol LP have filed Notices of
Intention to Make a Proposal to their creditors under the
Bankruptcy and Insolvency Act of Canada, and have appointed
PricewaterhouseCoopers Inc., a licensed trustee, to act as trustee
under the proposals.  Hemosol continues discussions with its
secured creditors with respect to its current financial position.

                     Credit Facility Default

On Nov. 22, 2005, Hemosol reported that it defaulted in the
payment of interest under its $20 million credit facility.
Hemosol said that it would require additional capital to continue
as a going concern and is in discussions with its secured
creditors with respect to its current financial position.

                            Lay-Offs

On Oct. 28, 2005, the company served approximately two thirds of
its employees with layoff notices.  The layoffs were necessary in
order for the company to conserve its remaining cash and to
continue to pursue potential strategic relationships and various
financing options.

On Nov. 9, 2005, the company said that its reduced workforce and
limited resources have caused Hemosol to suspend the provision of
bio-manufacturing services to third parties and, accordingly,
the Company and Organon Canada Ltd. reached a mutual agreement
to terminate the Manufacturing and Supply Agreement dated
Sept. 24, 2004.  This termination is effective immediately and
was implemented without additional cost or penalty to either
party.

As reported in the Troubled Company Reporter on Dec. 6, 2005,
PricewaterhouseCoopers Inc., in its capacity as trustee under the
Notices of Intention to Make a Proposal of Hemosol Corp. and
Hemosol LP, filed, on Dec. 2, 2005, an application with the
Ontario Superior Court of Justice seeking, among other things, an
order appointing PricewaterhouseCoopers Inc. as the interim
receiver over the property, assets and undertaking of Hemosol
Corp. and Hemosol LP and approving interim financing by Hemosol's
secured creditors in the amount of $2 million.


INNOVATIVE COMMUNICATIONS: Involuntary Chapter 11 Case Summary
--------------------------------------------------------------
Alleged Debtors: Innovative Communication Company, LLC
                 Bjerget House 56-58 Hill Street
                 St. Croix, U.S. Virgin Islands 00821

                      -- and --

                 Emerging Communications, Inc.
                 Bjerget House 56-58 Hill Street
                 St. Croix, U.S. Virgin Islands 00821

                      -- and --

                 Jeffrey J. Prosser
                 252 El Bravo Way
                 Palm Beach, Florida 33480

Involuntary Petition Date: February 10, 2006

Case Numbers: 06-10133, 06-10134, and 06-10135

Chapter: 11

Court: District of Delaware (Wilmington)

Petitioners' Counsel: Gregg M. Galardi, Esq.
                      Thomas J. Allingham II, Esq.
                      Skadden, Arps, Slate, Meagher & Flom LLP
                      One Rodney Square
                      Wilmington, Delaware 19801
                      Tel: (302) 651-3000
                      Fax: (302) 651-3001
         
      Petitioners                           Amount of Claim
      -----------                           ---------------
   Greenlight Capital Qualified, L.P.           $18,780,614
   140 East 45th Street
   New York, New York 10017
   
   Greenlight Capital, L.P.                     $18,780,614
   140 East 45th Street
   New York, New York 10017

   Greenlight Capital Offshore, Ltd.            $18,780,614
   140 East 45th Street
   New York, New York 10017


INTEGRATED DISABILITY: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Integrated DisAbility Resources, Inc.
        6500 Belt Line Road, Suite 170
        Irving, Texas
        Tel: (888) 683-4950

Bankruptcy Case No.: 06-30575

Type of Business: The Debtor provides disability plans and ongoing
                  health and productivity services to claimants
                  and employees.  See http://www.myidr.com/

Chapter 11 Petition Date: February 10, 2006

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Cynthia Williams Cole, Esq.
                  Vincent P. Slusher, Esq.
                  Godwin Pappas Langley Ronquillo LLP
                  Renaissance Tower, Suite 1700
                  1201 Elm Street
                  Dallas, Texas 75270
                  Tel: (214) 939-4400
                       (214) 939-4400
                  Fax: (214) 760-7332

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $ $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
JFO Group                        Loan               $13,625,640
6500 Belt Line Road, Suite 170
Irving, TX 75063

Ace USA                          Notes               $3,937,246
Dept. CH 14089
Palatine, IL 60055-4086

Kemper National Services         Contract            $3,421,406
P.O. Box 189089
Plantation, FL 33318-9089

AIG Life Insurance Co.           Contract            $1,714,204
One Alico Plaza
Wilmington, Delaware 19801

Ashley Drive Development, LLC    Lease                  $88,305

Griffin Land & Nurseries Inc.    Lease                  $47,380

Latini, Mary R.                  Trade Debt             $30,700

Delta Dental                     Contract               $22,654

AICCO, Inc.                      Trade Debt             $14,549

Connecticut Light & Power        Utility                 $7,377

Purchase Power                   Trade Debt              $5,057

Pierce Atwood &                  Trade Debt              $4,765
Margaret Coughlin LePage

Main Printing Co.                Trade Debt              $4,500

Aramark/Service Master           Trade Debt              $3,389

Employee Benefit                 Trade Debt              $3,000

Lafayette Life Insurance Co.     Contract                $2,159

Citicorp Vendor                  Contract                $1,526

Ralph Diller                     Trade Debt              $1,500

Iron Mountain Records Mgmt.      Trade Debt              $1,391

Dubois, Lynn I.                  Trade Debt              $1,379


J.L. FRENCH: Inks $130MM Financing Deal with Second Lien Holders
----------------------------------------------------------------
J.L. French Automotive Castings, Inc. reached agreement with the
majority of its second lien debtholders on a balance sheet
restructuring that will bring up to $130 million in new equity
investment into the company.

The agreement, which includes the repayment in full of
approximately $295 million in first lien debt and the conversion
of $170 million in second lien debt into equity and warrants, will
allow J.L. French to reduce debt levels by approximately $300
million, as well as remove $200 million in preferred securities
from its balance sheet.  In so doing, J.L. French will be
positioned to increase investment in its core business and to
expand its already strong competitive position.

The company and a number of its domestic affiliates will
effectuate this restructuring pursuant to a plan of reorganization
under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy
Court for the District of Delaware.  On Feb. 10, J.L. French and a
number of its domestic subsidiaries filed voluntary petitions to
commence this Chapter 11 restructuring.  The Chapter 11 cases do
not include J.L. French's foreign affiliates.

The company plans to continue business as usual at its facilities
in Sheboygan, Wisconsin; Glasgow, Kentucky; and Etxebarria,
Vizcaya, Spain.  The Spanish operations, which employ 340
personnel, serve customers in Europe and are not included in the
U.S. bankruptcy filing.  The company's new relationship in China,
announced in September 2005, is also unaffected by the bankruptcy
filing.

Prior to commencing the Chapter 11 case, the company reached
agreement with its second lien lenders in sufficient numbers to
confirm a Chapter 11 plan of reorganization.  Additionally, J.L.
French received backstop commitments from many of those same
creditors to fund the entire $130 million new equity investment.  
As a result, the company believes it can complete its Chapter 11
reorganization on an expedited basis late in the second quarter of
2006.

The company has also obtained a commitment of up to $50 million in
debtor-in-possession financing from General Electric Capital
Corporation to which the company's senior secured lenders have
consented.  Once approved, the company will use the DIP financing
facility to fund its working capital needs during the Chapter 11
case.  The company also intends to pay employees, trade vendors,
suppliers and service providers of its U.S. operations in the
ordinary course of business, and will seek Court authority to do
so.

"We are pleased to have reached agreement with the majority of our
creditors to bring the company's debt level in line with cash
flows and create a strong financial foundation for our future
business," said Jack F. Falcon, chairman, CEO and president, who
joined the company in mid-2003.  "The demonstrable support of our
creditors affirms that J.L. French will continue to play a leading
role in high-pressure die-casting in the automotive industry.  Our
recovery will be rapid and successful.  In fact, we have already
obtained commitments for new business from our major customers."

Mr. Falcon continued, "the new DIP financing, upon approval by the
Court, should be sufficient for our needs and will ensure that
J.L. French has the resources to continue operations without
interruption.  We are in contact with customers and suppliers to
ensure they are clear with regards to our restructuring process
future plans.  Our restructuring is designed to allow the Company
to continue business as usual and the vast majority of our
suppliers and customers should see no disruption.  In the few
exceptions where this is not the case we are committed to
collaboratively resolving any issues."

The company has filed a number of other "first-day" motions asking
the Court to approve payment of prepetition employee wages and
benefits and continuation of customer programs and existing cash
management systems.  The Court is expected to hear these motions
promptly.  The relief requested in these motions will help ensure
that the company's business operations continue without
interruption.

The company reported plans to close its underperforming operations
in Benton Harbor, Michigan and Saltillo, Mexico.  J.L. French's
operations in the United Kingdom will file under Administration
there.  The joint administrators, working with the company, will
determine the future of the Witham, England and Presteigne, Wales
locations, which together are structured as one legal entity.  
Management in each location is working closely with local agencies
to ensure a smooth transition, which is expected to take several
months to meet the needs of existing customers.  Those operations
collectively employ approximately 700 people.

As of Dec. 31, 2005, J.L. French had approximately $465 million in
first and second lien senior secured debt and $28.9 million in
11.5% senior subordinated unsecured notes due 2009.  The company
incurred the majority of this debt as a result of an expansion and
acquisition program in the late 1990s.  The company's 2005
revenues were approximately $500 million, most of which the
company generated in its continuing operations in Wisconsin and
Kentucky in the U.S. and in Spain.

J.L. French is being advised by its investment banker, Miller
Buckfire & Co., LLC, its financial advisor, Conway MacKenzie &
Dunleavy, and its bankruptcy counsel, Kirkland & Ellis.  The
second lien lenders are being advised by Houlihan Lokey Howard &
Zukin and Latham & Watkins.

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is one of the  
world's leading global suppliers of die cast aluminum components
and assemblies.  There are currently nine manufacturing locations
around the world including plants in the United States, United
Kingdom, Spain, and Mexico.  The company has fourteen
engineering/customer service offices to globally support our
customers near their regional engineering and manufacturing
locations.  The Company and its debtor-affiliates filed for
chapter 11 protection on Feb. 10, 2006 (Bankr. D. Del. Case No.
06-10119 to 06-06-10127).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones, and Marc Kiesolstein, P.C., at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.  
When the Debtor filed for chapter 11 protection, it estimated
assets and debts of more than $100 million.


J.L. FRENCH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: J.L. French Automotive Castings, Inc.
             3101 South Taylor Drive
             P.O. Box 1024
             Sheboygan, Wisconsin 53082-1024
             Tel: (920) 458-7724

Bankruptcy Case No.: 06-10119

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                           Case No.
      ------                                           --------
      French Holdings, Inc.                            06-10120
      J.L. French Corporation                          06-10121
      Shore Line Industries, Inc.                      06-10122
      Allotech International, Inc.                     06-10123
      Nelson Metal Products Corporation                06-10124
      J.L. French Automotive LLC                       06-10125
      J.L. French Automotive Castings Illinois, Inc.   06-10126
      J.L. French Automotive Castings New York, Inc.   06-10127

Type of Business: The Debtor manufactures aluminum components and
                  assemblies.  See http://www.jlfrench.com/

Chapter 11 Petition Date: February 10, 2006

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Sandra G.M. Selzer, Esq.
                  Pachulski Stang Ziehl Young & Jones
                  919 North Market Street
                  16th Floor, PO Box 8705
                  Wilmington, Delaware 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

                       -- and --

                  Marc Kiesolstein, P.C.
                  Kirkland & Ellis LLP
                  200 East Randolph Drive
                  Chicago, Illinois 60601
                  Tel: (312) 861-2000

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
U.S. Bank                        Bank Notes         $28,912,000
180 E. 5th Street
St. Paul, MN 55101

Litens Automotive Partner        Trade                 $669,377
730 Rowntree Dairy Road
Woodbridge Ontario, ON L4L5T9

Delaware Machinery Corp.         Capital Equipment     $669,300
700 South Mulberry
Munice, IN 47307

Alliant Energy                   Trade                 $403,756
P.O. Box 77002
Madison, WI 53707-1002

Federal-Mogul Ftl.               Trade                 $380,220
520 N. 8th Street
Lake City, Minnesota 55041

Freudenberg Nok-Manches          Trade                 $329,989
50 Almond Drive
Manchester, NH 03103

Ellison Machinery Company        Capital Equipment     $323,965
N27 W23750 Paul Road
Pewaukee, WI 53072

G.W. Smith & Sons Inc.           Trade                 $285,878

Alaark Mfg.                      Capital Equipment     $283,598

Tool North Inc.                  Trade                 $246,450

Erickson's                       Trade                 $216,000

Sheboygan County                 Taxes                 $207,080

S & S Electric                   Trade                 $188,082

Robinson Industries Inc.         Capital Equipment     $181,688

Feichtner Fredrick Corp.         Trade                 $177,675

Brown & Sharpe Inc.              Capital Equipment     $176,488

Automated Systems and Des.       Capital Equipment     $172,530

Quality Personnel                Temp. Labor           $170,655

Jernberg Sales, Inc.             Trade                 $159,960

Franchino Mold & Engineer        Capital Equipment     $151,387


KAISER ALUMINUM: Settles Dispute Allowing Set-Off of IRS Claims
---------------------------------------------------------------
The U.S. Government and certain of its units assert environmental
and contractual claims against Kaiser Aluminum Corporation and its
debtor-affiliates.

To resolve the Claims, the U.S. Government entered into several
stipulations with the Debtors, which were approved by the U.S.
Bankruptcy Court for the District of Delaware:

   * A stipulation approved in September 2003, allowing a
     $3,544,943 unsecured claim -- the BPA Claim -- for certain
     services and lease agreement to the U.S. Government, on
     behalf of the Bonneville Power Administration, a power
     marketing administration within the Department of Energy.

   * A consent decree approved in October 2003, settling the
     environmental claims of the U.S. Government, the states of
     California, Rhode Island and Washington, and the Puyallup
     Tribe of Indians.  The Decree allowed two claims against
     Kaiser Aluminum & Chemical Corporation:

     (1) a $5,500,000 unsecured claim -- the Commencement Bay
         Claim -- for the U.S. Department of Interior, the
         National Oceanic and Atmospheric Administration,
         Washington Department of Ecology, Washington Department
         of Fish & Wildlife, and Puyallup Tribe of Indians, with
         respect claims related to the Commencement Bay (Hylebos
         Waterway) site; and

     (2) a $17,828,839 allowed unsecured non-priority claim for
         the Environmental Protection Agency -- the EPA Claim.

   * A stipulation approved in October 2004, under which the
     Debtors agreed to the set off a portion of a refund owed
     to them by the Department of Homeland Security, U.S. Customs
     and Border Protection against the BPA Claim, reducing the
     BPA Claim to $3,303,939.

   * A stipulation approved in February 2005, for the settlement
     of controversy between the Debtors and the U.S. Government,
     which stipulation:

     (a) describes an outstanding prepetition tax assessment by
         the Internal Revenue Service against the Debtors;

     (b) contemplates that the IRS will exercise its set-off
         rights against certain overpayment made by the Debtors;
         and

     (c) provides that the remainder of the overpayment, plus any
         interest, after the IRS set-off will be also be set off
         against the BPA and the Environmental Agencies' claims
         as:

         -- one-half to be applied against the BPA Claim; and

         -- the balance to be applied pro rata against the
            "Commencement Bay Claim" and the "EPA Claim".

The Debtors assert that the IRS owe them an aggregate of  
$1,635,077 for overpayments made for the tax years 1997, 2000 and
2001.

In light of the February 2005 Stipulation, the Debtors and the
IRS agree that the IRS will exercise its set-off rights against
the Overpayment so that:

   (1) the Overpayment will be reduced by:

       -- $418,554 representing payment tax deficiency interest
          based on the 2000 tax return; and

       -- $231,192 representing payment of deficiency interest
          for the 2001 tax year and the audit assessment; and

   (2) the Overpayment will be increased by $302 as a result of
       certain credit interest allowed on the offset of credits
       from the 1997 to 2001 tax year.

Accordingly, $985,633 will remain for set off against the BPA and
the Environmental Agencies' claims.

                       Stipulation Terms

In a Court-approved stipulation and agreed order, the IRS and the
Debtors agree that:

   (a) the automatic stay is lifted to allow IRS to set off the
       Overpayment against its prepetition tax assessments for
       restricted interest due on the years ending December 31,
       2000, and December 31, 2001;

   (b) the IRS will forward any tax refund to the Debtors once
       it has set off the Overpayment against its prepetition tax
       assessment;

   (c) all parties will assume their duties and responsibilities
       provided in the February 2005 Stipulation once the Debtors
       receive their Tax Refund;

   (d) any plan of reorganization filed by one or more of the
       Debtors will not impair in any way the set-off of the
       Overpayment against certain of the IRS's prepetition tax
       assessments for restricted interest or the set-off of the
       Tax Refund in accordance with the February 2005
       Stipulation.

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


KMART CORP: Court Lifts Stay to Allow Nortons to Proceed Lawsuit
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
lifted the automatic stay to allow Nancy and Harry Norton's
lawsuit, currently pending in the Fifth Judicial Circuit,
State of South Carolina, Richland County, to proceed.

As previously reported in the Troubled Company Reporter on
Dec. 23, 2005, the Nortons filed their complaint against Kmart
Corporation, seeking to recover damages relating to a personal
injury Ms. Norton incurred at a Kmart store in June 1999.

Gina B. Krol, Esq., at Cohen & Krol, in Chicago, Illinois,
informed Judge Susan Pierson Sonderby that the Nortons have
complied with the Bankruptcy Court's procedures for the
liquidation and settlement of personal injury claims.  However,
Ms. Krol said that the claimants have been unable to reach a
settlement with Kmart Corporation.

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)


LAND O'LAKES: Posts $1.6 Million Net Loss in 2005 Fourth Quarter
----------------------------------------------------------------
Land O'Lakes, Inc. reported 2005 net earnings of $128.9 million,
compared to $21.4 million for 2004.  

For the fourth quarter, Land O'Lakes reported a net loss of
$1.6 million, compared to a net loss of $10.6 million for the
fourth quarter of 2004.

Sales in 2005 totaled $7.6 billion, a 1% decrease from 2004 sales
of $7.7 billion.  Fourth quarter sales of $2 billion represented a
6% increase over the fourth quarter of 2004.

At Dec. 31, 2005, assets totaled $3 billion and liabilities
totaled $2.1 billion, resulting in a stockholders' equity of
$903 million.

Headquartered in Arden Hills, Minnesota, Land O'Lakes, Inc. --
http://www.landolakesinc.com/-- is a national farmer-owned food  
and agricultural cooperative with annual sales of more than
$7 billion.  Land O'Lakes does business in all fifty states and
more than fifty countries.  It is a leading marketer of a full
line of dairy-based consumer, foodservice and food ingredient
products across the United States; serves its international
customers with a variety of food and animal feed ingredients; and
provides farmers and ranchers with an extensive line of
agricultural supplies (feed, seed, crop nutrients and crop
protection products) and services.

                          *     *     *

As previously reported in the Troubled Company Reporter on Nov.
21, 2005, Moody's Investors Service upgraded Land O'Lakes, Inc.'s
long term ratings (corporate family rating to B1 from B2) with a
positive rating outlook and affirmed the cooperative's SGL-2
speculative grade liquidity rating.

Ratings upgraded are:

  Land O'Lakes, Inc.:

     * $200 million senior secured revolving credit facility
       to Ba3 from B1

     * $175 million 9.0% senior secured 2nd lien notes to B1
       from B2

     * $350 million 8.75% senior unsecured notes to B2 from B3

     * Corporate family rating to B1 from B2

  Land O'Lakes Capital Trust I:

     * $191 million 7.45% capital securities to B3 from Caa1

Ratings affirmed are:

  Land O'Lakes, Inc.:

     * Speculative grade liquidity rating at SGL-2


LAND INVESTORS: Moody's Assigns B2 Rating on Proposed $80MM Loan
----------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to November
2005 Land Investors, LLC, including a B1 to the proposed first
-lien senior secured revolver, a B1 to the proposed first-lien
senior secured term loan, a B2 to the proposed second-lien senior
secured term loan, and a B2 corporate family rating.  The ratings
outlook is stable.

The stable ratings outlook is based on Moody's expectation that
the project will receive the necessary entitlements in short order
and begin generating positive free cash flow this year from lot
sales to the Consortium members.

The ratings reflect:

   -- the considerable geographic concentration in the project;
   
   -- that 75% of the Consortium members carry, in Moody's
      opinion, an implied rating in the "B" category while the
      highest rated member, Standard Pacific Corp., is rated Ba2;

   -- that up to 65% of the lots to be developed will not be
      subject to mandatory takedown by the Consortium members;

   -- that a Las Vegas recession similar to the one that occurred
      in California in the early 1990's could impair land values
      to the point where the unrated Consortium members might be
      unwilling to buy any additional lots beyond their mandated
      takedowns;

   -- the lack of completion guarantees being offered by the
      Consortium members; and

   -- that the guarantees of the Consortium members with regard
      to mandated lot takedowns are several and not joint and
      several.

At the same time, the ratings acknowledge:

   -- the importance of the lots to be developed by NLV to each
      of the Consortium member's Las Vegas strategy;

   -- the strength of the Las Vegas housing market;

   -- the attractive, below-market price being paid for the lots;
  
   -- the respectable upfront equity commitment in the
      transaction; and

   -- the guaranteed Consortium takedown of at least 35% of the
      lots that will be developed.

The rating assignments are:

   * B1 on the $50 million, three-year, first-lien senior secured
     revolver

   * B1 on the $255 million, five-year, first-lien senior secured
     term loan

   * B2 on the $80 million, six-year, second-lien senior secured
     term loan

   * B2 corporate family rating

The transaction structure is:

November 2005 Land Investors, LLC is a single-purpose entity
formed to bid on 2,675 acres of land in the City of North Las
Vegas, Nevada at a U.S. Bureau of Land Management auction held in
November 2005.  As the successful bidder, at a price of $639
million, NLV will construct major community infrastructure and
then convey lots brought to "super pad" status to its four
individual members: the Olympia group of companies, Standard
Pacific Corp., Astoria Homes, and American West Homes, as well as
to D.R. Horton, Inc.  Although not a party to the joint venture
structure formed by NLV or to the bank credit agreement being
rated herein, D.R. Horton has committed to purchase approximately
20% of the acreage for $127.8 million and will pay NLV a
proportionate 20% share of total development expenses.  NLV
expects to obtain entitlement by mid-2006 for development of over
10,000 residential units and a small amount of commercial
construction, for which the rights to the latter will be sold off.

The four member companies of the Consortium will be responsible
for contributing to NLV $222 million of cash, including $191
million of cash equity at closing and $31 million of cash deposits
to be applied to the first land takedowns.  They will also be
responsible for acquiring from NLV their respective, proportionate
shares of 35% of the lots prior to closing.  These several
obligations of each member will provide the funds for mandatory
repayment of approximately 42% of the total debt through a release
price mechanism.

In the past two years, Moody's has rated a large number of land
development transactions in which the corporate family ratings
have ranged from a low of B3 to as high as Ba2.  There appear to
be at least four characteristics that distinguish the projects
rated in the "Ba" category from those that were placed in the "B"
category:

   (i) Sponsorship/ownership -- In the case of the Ba rated
       projects, some or all of the sponsor/owners were rated
       investment grade, including some as high as Aaa.  The "B"
       rated projects have tended to have all or a substantial
       majority of non-investment grade sponsorship/ownership.

  (ii) Presales vs. spec sales -- The Ba rated projects have
       tended to have substantially all, or even 100%,
       contractual advance sales of the lots to be developed,
       generally to strong counterparties.  The "B" rated
       projects have tended to rely largely on spec sales of the
       lots that were being developed.

(iii) Inflection point in the development cycle -- The higher
       rated projects have either been at, or close to, the      
       inflection point in their development cycles with sharply
       positive free cash flow generation close at hand.  The
       lower rated projects have tended to have inflection points
       that were several years away.

  (iv) Capital withdrawals -- The higher rated projects have not
       had dividends as part of the rated transaction, i.e.,
       there was no return of a substantial portion of the
       invested capital.  The lower rated ones have had, in most
       cases, substantial dividends paid out as part of the
       transaction.

The NLV project being rated herein appears to be a hybrid,
representing a "B" type project according to the first two of the
distinguishing characteristics listed above and a Ba type project
according to the last two of the characteristics.  However,
Moody's places considerably more weight on the first two of the
features listed above, thus placing the NLV transaction squarely
in the "B" category.

In addition, without the completion guarantees offered by the four
Consortium members, there is always the possibility, however
remote, that the raw land will not be developed into finished
lots.  Without these finished lots, homes cannot be built, third
party lot sales would slow or cease, and the cash flow available
to pay debt service would be curtailed.

On the plus side, Las Vegas has been a very healthy growth market
for housing.  It seems that each additional casino or hotel that
is built, rather than creating an oversupply situation, instead
contributes to a strengthening gaming market, which in turn tends
to support a growing housing market.  While there have been recent
cases of some high profile condo tower and hotel projects being
delayed or cancelled, this had been expected; however, the
remaining visible, realizable pipeline of new hotels, casinos, and
high rise towers should add continuing support to the Las Vegas
housing market.

It should be noted that the Consortium purchased its acreage at a
cost of approximately $239,000 per gross acre and $331,000 per net
saleable acre.  This works out, on a gross acre basis, to
discounts of 20% and 17%, respectively, compared to the prices
paid in two recent Bureau of Land Management auctions in Las
Vegas, and to even higher discounts on a net saleable acre basis.
This should provide a bit of added cushion in case the housing
market in Las Vegas were to weaken unexpectedly.

Standard Pacific Corp., a 25% owner in the Consortium, is rated
Ba2 stable and is strongly placed within its rating category.  One
of the key factors limiting an upgrade for StanPac in the past has
been its earnings concentration in California, particularly
Southern California.  This transaction will help further diversify
StanPac's earnings base while increasing the company's
participation in the Las Vegas market -- twin goals of the
company.

The $385 million senior secured bank credit facility, which will
be used to help fund the acquisition of the property, will be
secured by first and second liens on the property and all
improvements, all Consortium assets, all Consortium agreements,
and all equity interests of the Consortium and its holding
company.  The facility will be divided into three tranches:

   (i) a three-year, $50 million first-lien senior secured
       revolver, which will be undrawn at closing and is expected
       to remain undrawn throughout the life of the bank credit
       facility;

  (ii) a five-year, $255 million 1st lien senior secured term
       loan; and

(iii) an $80 million, six-year second-lien senior secured term
       loan.

Pro forma at closing, the capitalization of NLV will consist of
approximately 64% debt and 36% member equity.  This capital
structure is acceptable for the assigned ratings.  An initial
release price mechanism, to be set at 120% of the debt per net
developable acre sold in a given period, will quickly amortize 42%
of the debt outstanding as the Consortium members take down their
mandatory 35% of the lots.  This release price mechanism will drop
to 110% when the loan balance drops below 60% of the amount at
closing and total debt outstanding to appraised value is less than
55%.

The undiscounted total net value of the land was appraised at
approximately $783 million, giving a first lien/total net value
calculation of 32.6% and a total debt/total net value calculation
of 42.8%.  An "as is" FIRREA appraisal valued the land at
approximately $578 million, giving first lien/total net value and
total debt/total net value calculations of approximately 50% and
66%, respectively.  Substantial collateral protection exists for
the first lien senior secured revolver and term loan, permitting
their notching up above the corporate family rating.

Headquartered in Las Vegas, Nevada, November 2005 Land Investors,
LLC is a Nevada limited liability company set up to acquire and
develop 2,675 acres of raw land in North Las Vegas.  The company
expects to generate approximately $207 million of revenues and
$183 million of cash EBITDA from mandatory lot sales to the four
Consortium members in 2006.


LINDA STOVER: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Linda Carolyn Stover
        10449 Sarah Street
        Los Angeles, California 91602

Bankruptcy Case No.: 06-10122

Chapter 11 Petition Date: February 1, 2006

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: J. Bennett Friedman, Esq.
                  Hamburg, Karic, Edwards & Martin LLP
                  1900 Avenue of the Stars, Suite 1800
                  Los Angeles, California 90067-4409
                  Tel: (310) 552-9292
                  Fax: (310) 552-9291

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


LOVESAC CORP: Has Until March 31 to File Schedules & Statements
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
The LoveSac Corporation and its debtor-affiliates, until March 31,
2006, to file their lists of creditors and equity security
holders, schedules of assets and liabilities, statement of
financial affairs, and schedule of executory contracts and
unexpired leases.

The Debtors told the Court that they were unable to complete its
schedules and statements because of:

      i) the substantial size and scope of the Debtors'
         businesses;

     ii) the limited staffing available to perform the required
         internal review of their accounts and affairs;

    iii) the pressure of business incident to the commencement of
         the Debtors' cases; and

     iv) the fact that some prepetition invoices have not been
         received or entered into the Debtors' financial systems,
         the Debtors were unable to assemble, prior to their
         bankruptcy filing, all of the necessary information to
         complete and file their respective schedules and
         statements.

Headquartered in Salt Lake City, Utah, The LoveSac Corporation --
http://www.lovesac.com/-- operates and franchises retail stores  
selling beanbags furniture.  The LoveSac Corp. and three
affiliates filed for chapter 11 protection on Jan. 30, 2006
(Bankr. D. Del. Case No. 06-10080).  When the Debtors filed for
protection from their creditors, they estimated assets and debts
between $10 million to $50 million.


MANITOWOC COMPANY: Reports Strong Sales in 4th Quarter of 2005
--------------------------------------------------------------
The Manitowoc Company (NYSE: MTW) reported continued strong
increases in net sales and earnings for the fourth quarter ended
Dec. 31, 2005.   Net sales increased 16% to $589.3 million from
$507.4 million during the fourth quarter of 2004.  

In addition to strong earnings per share growth, the company
generated solid cash from continuing operations in the quarter of
$77.7 million.

"Manitowoc exceeded its own expectations for financial performance
in 2005, and we have set even higher goals for 2006," said Terry
D. Growcock, Manitowoc's chairman and chief executive officer.  

"Global demand for our broad line of lifting solutions has driven
performance in our Crane segment to record levels, and our
Foodservice segment continues to grow its industry-leading market
share through innovation and quality.  The Marine segment made
great strides during 2005 to improve its performance and appears
to be on track for a solid contribution in 2006."

For the full year ended Dec. 31, 2005, net sales increased 22% to
$2.3 billion from $1.8 billion in 2004.  Net earnings for fiscal
2005 were $65.8 million, a 50% increase on a per share basis from
the $39.1 million achieved during fiscal 2004.

The Company's balance sheet at Dec. 31, 2005, showed $1.9 billion
in total assets, current liabilities of $690 million and long-term
debt of $474 million.

                Business Segment Results

Fourth-quarter 2005 net sales in the Crane segment increased 22%
to $438.9 million, from $358.4 million in the fourth quarter of
2004.  Operating earnings increased 89% to $30 million, from $15.9
million last year.  The strength of the Crane segment's end
markets is reflected in its backlog, which totaled $866 million,
an increase of 37 percent from September 30, 2005, and more than
double the $340 million on order at December 31, 2004.

In the Foodservice segment, fourth-quarter 2005 net sales
increased 7% to $90.8 million from $84.4 million last year.  
Operating earnings for the fourth quarter of 2005 were $10.9
million, a 12% increase from $9.7 million in the fourth quarter of
2004.  The increase in operating margin reflects strong volumes in
the ice and beverage divisions and the benefits of restructuring
and plant consolidations that the company undertook in the
refrigeration segment during the third quarter of 2005.

Revenues for the Marine segment during the fourth quarter of 2005
were $59.6 million, a decrease of 8% from $64.6 million during the
fourth quarter of 2004.  Excluding the establishment of a $10
million reserve for a contract claim dispute, the Marine segment
achieved breakeven results for the fourth quarter of 2005 and
posted a modest operating profit for the full year.

                     Earnings Guidance

"We are very pleased to have exceeded our guidance projections for
2005, and we have set even higher targets for 2006," Growcock
said.  "The company anticipates 2006 earnings per share will be in
a range of $3.45 to $3.75 per share excluding the change in
accounting for stock option expense which is estimated to be
$0.15, net of tax.  This results in a 2006 GAAP earnings per share
of $3.30 to $3.60," Growcock said.  "We also project to be near
our long-term debt-to-cap target of 40%.  Additionally, 2006
depreciation and amortization will approximate $60 million, and
interest expense should track in the low $40 million range due to
lower anticipated outstanding average debt balances.  At this
time, we also anticipate our global effective tax rate to be
between 25 and 30 percent for 2006."

                  About Manitowoc Company

The Manitowoc Company, Inc. -- http://www.manitowoc.com/-- is one  
of the world's largest providers of lifting equipment for the
global construction industry, including lattice-boom cranes, tower
cranes, mobile telescopic cranes, and boom trucks.  As a leading
manufacturer of ice-cube machines, ice/beverage dispensers, and
commercial refrigeration equipment, the company offers the
broadest line of cold-focused equipment in the foodservice
industry.  In addition, the company is a leading provider of
shipbuilding, ship repair, and conversion services for government,
military, and commercial customers throughout the maritime
industry.

As reported in the Troubled Company Reporter on Nov. 17, 2005,
Standard & Poor's Ratings Services revised its outlook on The
Manitowoc Co. Inc. to positive from stable.  The ratings on the
company were affirmed, including the 'BB-' corporate credit
rating.


MEDICAL TECH: Hires Whitney Smith as Human Resources Consultant
---------------------------------------------------------------
The U.S. Bankruptcy for the Northern District of Texas gave its
interim approval for Medical Technology, Inc., dba Bledsoe Brace
Systems, to employ The Whitney Smith Company Inc., as the Debtor's
Human Resources Consulting Firm, nunc pro tunc to July 25, 2005.  

Whitney Smith will:

    a. audit the Debtor's human resources functions;

    b. provide employee relations services;

    c. provide human resources training services to members of the
       Debtor's management; and

    d. analyze the Debtor's job and compensation structures.

Stephen M. Peglar, Vice-President of Whitney Smith, tells the
Court that he bills:

    * $180 per hour for general consulting work,

    * $235 per hour for work performed in preparation for trial as
      an expert witness, and

    * $270 per hour for in-trial work and time testifying.

Mr. Peglar assures the Court that the Firm is a disinterested
person as that term is defined in Section 101(14) of the
Bankruptcy Code.

Since filing for chapter 11 protection, the Debtor has employed
and paid Whitney Smith as an ordinary course professional.  
Because Mr. Peglar testified at the January 30, 2006, hearing to
consider confirmation of the Debtor's Second Amended Plan of
Reorganization (As Revised), the Debtor believed it prudent to
formally retain the firm.  

Headquartered in Grand Prairie, Texas, Medical Technology, Inc.,
dba Bledsoe Brace Systems -- http://www.bledsoebrace.com/--   
manufactures and distributes orthopedic knee braces, ankle braces,
ankle supports, knee immobilizers, arm braces, sport braces,
boots, and walkers.  The Debtor filed chapter 11 protection on
July 25, 2005 (Bankr. N.D. Tex. Case No. 05-47377).  J. Robert
Forshey, Esq., Jeff P. Prostok, Esq., and Julie C. McGrath, Esq.,
at Forshey & Prostok, LLP, represent the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between $10
million to $50 million.


MEGO FINANCIAL: Meeting of Creditors Slated for March 6
-------------------------------------------------------
The United States Trustee for Region 17 will convene a meeting of
Mego Financial Corp. dba Leisure Industries of America and its
debtor-affiliates' creditors at 10:00 a.m., on March 6, 2006, at
the Office of the U.S. Trustee, Room 2110, 300 Booth Street in
Reno, Nevada.  This is the first meeting of creditors after the
case was converted to a chapter 7 liquidation.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Henderson, Nevada, Mego Financial Corp. --
http://www.leisureindustries.com/-- is in the business of   
vacation time share resorts sales and management industry.  The
Company and its debtor-affiliates filed for chapter 11 protection
on July 9, 2003 (Bankr. Nev. Case Nos. 03-52300 through
03-2304).  Stephen R Harris, Esq., at Belding, Harris & Petroni,
Ltd., represents the Debtors in their restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$455,179 in assets and $39,319,861 in liabilities.  Its debtor-
affiliates estimated more than $100 million in assets and
liabilities.  The Bankruptcy Court converted Mego Financial's case
to a chapter 7 liquidation on Feb. 3, 2006, and the U.S. Trustee
appointed C. Alan Bentley, of Ponte Vedra Beach, Florida, to serve
as the chapter 7 Trustee.  Judy B. Calton, Esq., at Honigman
Miller Schwartz and Cohn LLP, in Detroit, represents Mr. Bentley.


MORGAN STANLEY: Fitch Lowers Three Debt Classes' Ratings to Low-Bs
------------------------------------------------------------------
Fitch took these rating actions on the outstanding classes for
Morgan Stanley Dean Witter Mortgage Capital 2000-F1:

  Series 2000-F1:

      * Class B downgraded to 'BBB' from 'A+'
      * Class C downgraded to 'BB' from 'BBB+'
      * Class D downgraded to 'B' from 'BBB'
      * Class E downgraded to 'C' from 'BB-'
      * Class F downgraded to 'C' from 'B+'
      * Class G downgraded to 'C' from 'B-'

The negative rating actions reflect additional reductions in the
credit enhancement Fitch expects will be available to support each
class in these transactions.  As many loans in default have
remained unresolved, recovery expectations have decreased while
interest liabilities continually detract from collections.  These
lowered expectations in conjunction with incurred losses on
existing defaults have reduced subordination and credit
enhancement available to outstanding bonds.

Anticipated credit enhancement is based on Fitch's expected
recoveries on defaulted collateral.  Fitch's recovery expectations
are based on historical collateral-specific recoveries experienced
in the franchise ABS sector.


MUELLER GROUP: $400 Mil. IPO Cues Moody's to Hold Low-B Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the long term debt ratings of
Walter Industries, Inc., and placed the ratings of Mueller Group,
Inc., under review for possible upgrade.  The review is prompted
by Mueller Water Products, the parent company of Mueller, filing
an S-1 registration statement regarding its intention to complete
up to a $400 million initial public offering.  The company intends
to use the resulting proceeds, less transaction fees, for
incremental debt reduction.  The affirmation of Walter's ratings
reflects continued strong performance in the metallurgical coal
and mortgage finance business segments, continued weakness in
homebuilding, and the company's intentions to continue using cash
on hand to reduce its outstanding term loan balance.  Walter's
rating outlook remains stable.

Ratings affirmed include:

   Walter Industries, Inc.

      * Ba3 -- Corporate Family Rating

      * Ba3 -- senior secured term loan and revolver

      * B2 -- $175 million senior convertible subordinate notes
           due 2024

Ratings on review for possible upgrade include:

   Mueller Group, Inc.

      * B2 -- Corporate Family Rating

      * B2 -- senior secured term loan and revolver

      * Caa1 -- $315 million senior subordinate notes due 2012

Moody's review of Mueller's ratings will focus on the completion
of the proposed IPO, including final allocation of debt reduction,
pro-forma credit metrics, as well as realization of synergies
associated with the US Pipe/Mueller merger in October 2005.  
Moody's believes if the company successfully completes the IPO and
allocates the proceeds to debt reduction there is a high
probability of at least a one-notch upgrade given pro forma credit
metrics appear to be consistent with the parameters outlined in
Moody's press release dated Sept. 9, 2005.  In that press release,
Moody's stated that the company's ratings could be raised if
consolidated financial leverage falls below 5.0x, on a sustainable
basis, while the company consistently generates free cash flow-to-
debt above 5%.

Walter's rating affirmation reflects Moody's belief that, although
incremental debt reduction continues to improve financial leverage
and financial flexibility, the company's credit metrics are
consistent with the parameters Moody's outlined for the Ba3 rating
in its press release dated Sept. 9, 2005, when the company's
ratings were downgraded to Ba3 from Ba2. Walter's stable outlook
continues to reflect Moody's expectation that, by the end of 2006,
management will decrease financial leverage by reducing debt-to-
EBITDA below 3.0x, EBIT interest coverage will be above 4.0x, and
retained cash flow-to-debt and free cash flow-to-debt will be
above 20% and 10%, respectively.

Walter Industries, Inc., based in Tampa, Fla., is a diversified
company with operations in affordable homebuilding, related
financing, and is a significant producer of natural gas and high
-quality metallurgical coal for worldwide markets.  For the fiscal
year ending Dec. 31, 2005, Walter recorded annual sales of $1.5
billion.

Based in Decatur, Ill., Mueller is a leading North American full
line supplier of water infrastructure and flow control products
for use in water distribution networks, water and wastewater
treatment facilities, gas distribution systems and piping systems.  
Its principal products are fire hydrants, water and gas valves,
and a complete range of pipe fittings, coupling hangers and
related products.  For the fiscal year ending Dec. 31, 2005,
Mueller reported annual sales of $1.7 billion.


MUSICLAND HOLDING: Hires Retail Consulting as Real Estate Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Musicland Holding Corp. and its debtor-affiliates permission
to employ Retail Consulting Services, Inc., as their exclusive
real estate consultant on an interim basis.

As previously reported in the Troubled Company Reporter on
Jan. 31, 2006, The Debtors selected RCS because of its
considerable expertise and experience as real estate consultants.  
The Debtors believe that the services to be provided by RCS is
essential to their efforts as debtors-in-possession and to
maximize the value of their assets for the benefit of their
creditors.

RCS will be paid $125,000 per month for lease renegotiations,
rejection claim analysis, and waiver or reduction of prepetition
cure amounts, starting January 1, 2006 until the termination of
the agreement, or unless ordered by the Court.

Upon closing of a transaction that disposes of any or all of the
Disposition Properties, a Consultant will receive:

    * 4% of the total amount of money paid to the Debtors, if no
      broker is used; or

    * 5% of gross proceeds if a co-broker is used.

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: Gets Final Okay to Honors Customer Obligations
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
Jan. 30, 2006, Musicland Holding Corp. and its debtor-affiliates
sought the U.S. Bankruptcy Court for the Southern District of New
York's authority to pay prepetition obligations to their
customers, continue certain customer programs, and honor other
necessary prepetition debts to maintain the existence of customer
programs.

The Debtors maintained certain customer programs to market their
products and services, enhance customer loyalty, and develop and
sustain a positive reputation in the marketplace for their goods.  
The Debtors' Customer Programs have generated valuable goodwill,
repeat business and have contributed to the Debtors' overall
revenue.

                            *    *    *

Judge Stuart M. Bernstein approved the Debtor's request on a final
basis.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
more than $100 million in assets and debts.  (Musicland Bankruptcy
News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


NADER MODANLO: Ch. 11 Trustee Taps London & Mead as Co-Counsel
--------------------------------------------------------------
Christopher B. Mead, Esq., the chapter 11 Trustee for the estate
of Nader Modanlo, asks the U.S. Bankruptcy Court for the District
of Maryland for permission to employ London & Mead as his co-
counsel.

The Trustee tells the Court that London & Mead's employment is
necessary the efficient administration of the Debtor's chapter 11
case and to obtain maximum net recovery of assets for distribution
to creditors.  London & Mead will primary be involved in
litigation services and the Firm will exert efforts to avoid
duplication of services with the Trustee's lead-counsel, Shapiro
Sher Guinot & Sandler.

London & Mead will:

   1) prepare on behalf of the Trustee all necessary
      applications, motions, answers, orders, reports and other
      legal papers required by the Bankruptcy Court in the
      Debtor's chapter 11 case;

   2) advice, assist and represent the Trustee in litigation
      before the Bankruptcy Court and other courts, including
      the appellate courts; and

   3) render all other necessary legal services to the Trustee in
      carrying out his duties and responsibilities in the Debtor's
      chapter 11 case.

Christopher B. Mead, Esq., a member of London & Mead, is one of
the lead professionals from the Firm performing services to the
chapter 11 Trustee.

Bankruptcy Court records don't show if London & Mead receive a
retainer, nor do they disclose the Firm's professionals'
compensation rates.

London & Mead assures the Court that it does not represent any
interest materially adverse to the Debtor and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Nader Modanlo of Potomac, Maryland, is the President of Final
Analysis Communication Services, Inc.  Mr. Modanlo filed for
chapter 11 protection on July 22, 2005 (Bankr. D. Md. Case No.
05-26549).  Joel S. Aronson, Esq., at Ridberg Sherbill & Aronson
LLP, represents the Debtor.  When the Debtor filed for protection
from his creditors, he listed total assets of $776,237 and total
debts of $106,002,690.  Christopher B. Mead is the chapter 11
Trustee for the Debtor's estate.  Richard M. Goldberg, Esq., at
Shapiro Sher Guinot & Sandler represents the chapter 11 Trustee.


NATIONAL GAS: Court Names Receiver as Chapter 11 Trustee
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, Wilson Division, appointed Lawrence R. Hirsh as the
chapter 11 Trustee in National Gas Distributors, LLC's case.  

Mr. Hirsh previously served as National Gas' receiver in two
prepetition state court proceedings.  

On Jan. 20, 2006, Paul Lawing, Jr., National Gas' sole manager and
member, informed Mr. Hirsh that his Company had filed a chapter 11
bankruptcy petition seeking relief from creditors and requesting
that the Receiver surrender possession of the Debtor's assets and
custody of the Debtor's office and records.

Chatham Investment Fund and First-Citizens Bank & Trust Company,
which had filed the prepetition civil actions against the Debtor,
asked the Receiver to remain in possession, custody and control of
the property of the estate.  They also asked the Receiver to serve
as Chapter 11 Trustee.

Mr. Hirsh subsequently sought appointment as a Chapter 11 Trustee.  
He told the Bankruptcy Court a long tale of alleged fraud,
dishonesty, incompetence and gross mismanagement of the Debtor's
affairs by Mr. Lawing and current management.  Mr. Hirsch argued
that the interests of creditors are best served by permitting him
to remain in sole possession, custody, and control of all estate
property.

              Finances and Alleged Misappropriation

Mr. Hirsh says that the Debtor's assets presently consist of:

   -- $1,433,000 on deposit in accounts at Branch Banking and
      Trust Company.  These funds are apparently subject to a
      pledge and control agreement to secure a letter of credit
      issued by BB&T to one of the Debtor's vendors for $600,000.  
      Demand has been made on the letter of credit, and the net
      amount presently available to the Debtor is approximately
      $833,000;

   -- $237,000 on deposit in an account with RBC Centura;

   -- $6,200,000 of accounts receivable; and

   -- potential causes of action pursuant to Chapter 5 of the
      Bankruptcy Code, in an amount not yet determined.

According to Mr. Hirsh, the Debtor's liabilities presently consist
of:

   -- $15 million owed to First-Citizens Bank & Trust Company,
      secured by a first lien upon the Debtor's accounts
      receivable and proceeds.  First-Citizens asserts that some
      or all of the funds on deposit in the Debtor's accounts are
      proceeds of the accounts receivable, constitute a portion of
      their collateral, and are "cash collateral" which may not be
      used absent their consent or further Court order;

   -- $17 million owed to Chatham Investment Fund OP II, LLC, and
      Chatham Investment Fund II, LLC, secured by a second lien
      upon the Debtor's accounts receivable and a first lien on
      all of the Debtor's tangible and intangible assets,
      including "deposit accounts" as defined in the Uniform
      Commercial Code.  Chatham asserts that the funds on deposit
      in the Debtor's accounts constitute a portion of their
      collateral, and are "cash collateral" which may not be used
      absent their consent or further Court order;

   -- $600,000 owed to BB&T for the amount due under a letter of
      credit, secured by a pledge of the Debtor's bank accounts, a
      control agreement, and common law right of set off, and
      which accounts to this extent are "cash collateral" which
      may not be used absent their consent or further Court order;

   -- in excess of $21,300,000, based on best available
      information, owed to vendors and customers;

Mr. Lawing doesn't dispute that the Debtor is clearly insolvent,
and as of mid-December 2005 had effectively ceased business
operations due to inadequate remaining capital and its inability
to arrange for the purchase and delivery of natural gas to its
customers.

Mr. Hirsh's review of the Debtor's books and records indicate that
proper accounting records were not maintained, there is no general
ledger, there is no accounts receivable ledger, there is no
accounts payable ledger, the books and records are in disarray.

In addition, the Debtor's bank records reflect that despite the
apparent insolvency of the Debtor, funds in excess of $3.2 million
were withdrawn from the company and transferred to a personal
account of Mr. Lawing and his spouse during the first nine months
of 2005, and during December 2005 approximately $3.3 million was
transferred or pledged to BB&T to satisfy or secure outstanding
unsecured obligations of the Debtor which had been personally
guaranteed by Mr. Lawing.

                          Civil Actions

The Debtor is named as a defendant in two prepetition civil
actions pending in the Superior Court of Cumberland County:

   -- Chatham Investment Fund OP II, LLC, and Chatham Investment
      Fund II, LLC v. National Gas Distributors, LLC and Paul D.
      Lawing, Jr., Case No 06-CVS-259; and

   -- First-Citizens Bank & Trust Company v. National Gas
      Distributors, LLC, Paul D. Lawing, Jr. a/k/a Paul Lawing,
      and Ann Lawing, Case No 06-CVS-174.

In the Chatham Action, the verified complaint alleges that Chatham
loaned $17 million to the Debtor, secured by a blanket lien on all
assets which was first in priority subject only to the existing
liens of First-Citizens upon the Debtor's accounts receivable.
Further, the verified complaint alleges that the Debtor and Mr.
Lawing fraudulently induced Chatham to make the loan, provided
materially false financial information upon which Chatham relied,
and misapplied the loan proceeds in violation of the express
purpose and requirements of the loan as set forth in the loan
agreement.

Among other allegations, the verified complaint states that:

   -- Mr. Lawing falsely represented that the company had
      assets of approximately $41.7 million, including
      approximately $16.5 million of prepaid deposits with the
      Debtor's suppliers;

   -- Mr. Lawing falsely represented that the company had no
      outstanding indebtedness other than:

      (a) the First-Citizens loans of approximately $11.5 million;

      (b) approximately $6.3 million owed to Wachovia, which was
          to be paid in full from the Chatham loan proceeds; and

      (c) certain loans from BB&T which were represented to be
          personal loans of Mr. Lawing and his spouse, and were to
          be paid from their personal assets;

   -- Mr. Lawing and the Debtor provided false financial
      statements to Chatham, together with letters purporting to
      be from suppliers which confirmed the prepaid deposits, and
      which Chatham contends were false and fabricated;

   -- Mr. Lawing and the Debtor provided altered bank statements
      to Chatham, purporting to demonstrate substantial account
      balances ($11 million in a BB&T account; $6 million in a
      First-Citizens account), which were false, and in which
      accounts there were little if any funds;
      
In conjunction with the Chatham Action, Chatham sought the
appointment of a receiver.  On January 19, 2006, the State
Court appointed Mr. Hirsh as the Debtor's receiver, and authorized
him to:

   * take possession of all the Debtor's assets;

   * employ agents, accounts, attorneys, employees and other
     persons deemed necessary to discharge his duties; and

   * take actions as may be reasonably necessary to protect,
     conserve and preserve the Debtor.

National Gas Distributors, LLC -- http://www.gaspartners.com/--  
used to supply natural gas, propane, and oil to industrial,
municipal, military, and governmental facilities.  As of mid-
December 2005, the Company had effectively ceased business
operations due to inadequate remaining capital and its inability
to arrange for the purchase and delivery of natural gas to its
customers. The Company filed for bankruptcy on January 20, 2006
(Bankr. E.D.N.C. Case No. 06-00166).  When the Debtor filed for
bankruptcy, it reported $1 million to $10 million in assets and
$10 million to $50 million in debts.


NATIONAL GAS: Debtor Wants to Employ Murray Craven as Counsel
-------------------------------------------------------------
Paul Lawing, Jr., National Gas Distributors, LLC's sole manager
and member, filed an application with the U.S. Bankruptcy Court
for the Eastern District of North Carolina asking for permission
for National Gas to employ Ocie F. Murray, Jr., Esq., and the Firm
of Murray, Craven & Inman, LLP, as its bankruptcy counsel.  Mr.
Lawing put his company into chapter 11 in an attempt to wrest
dethrone a receiver appointed in state court proceedings.  

National Gas will look to Murray Craven to:

   a) give the Debtor legal advise with respect to its powers and
      duties as Debtor-in-Possession in the continued operation of
      said business and management of the property owned;

   b) prepare necessary applications, answers, orders, reports and
      other legal papers;

   c) perform all other legal services for the Debtor;

   d) institute other legal proceedings to collect accounts owing
      to the Debtor;

   e) make a detailed search of the records of the Register of
      Deed's Office and the Clerk of Superior Court's Office in
      Cumberland County, North Carolina, to determine the validity
      of all liens filed against the property of the Debtors.

The Debtor has paid Mr. Murray a $22,084 prepetition retainer.  
The papers filed with the bankruptcy court don't disclose how much
Murray Craven will be paid for its professionals' hourly rate.  

Mr. Murray assures the Court that the Firm does not represent no
interest adverse to the Debtor or its estate.

Headquartered in Fayetteville, North Carolina, National Gas
Distributors, LLC (f/d/b/a Paul Lawing Jr., LLC) --
http://www.gaspartners.com/-- supplies natural gas, propane, and  
oil to industrial, municipal, military, and governmental
facilities.  The Company filed for chapter 11 protection on Jan.
20, 2006 (Bankr. E.D.N.C. Case No. 06-00166).  Ocie F. Murray,
Jr., Esq., at Murray, Craven & Inman, 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 and $50
million.


NEWQUEST INC: Debt Reduction & IPO Cue Moody's to Review B1 Rating
------------------------------------------------------------------
Moody's Investors Service placed the B1 senior secured debt rating
of NewQuest, Inc., and the Ba2 insurance financial strength rating
of the company's Tennessee subsidiary, HealthSpring of Tennessee,
Inc., under review for possible upgrade.

Moody's stated that the review will focus on the company's
improved capital structure after their recent initial public
offering and repayment of all outstanding debt.  In addition, the
rating agency stated that it will also review the progress of the
company's expansion into Mississippi and Illinois, as well as the
growth in its Medicare enrollment expansion at the beginning of
2006.

HealthSpring, Inc., is headquartered in Nashville, Tennessee.  For
the eleven month period ending Nov. 30, 2005, total revenue was
$772.81 million.  Medicare membership, as of that date, was
approximately 100,200.

Moody's Health Insurance Financial Strength Ratings are opinions
about the ability of life and health insurance companies to
punctually repay senior policyholder claims and obligations.
Because IFSRs are applied to operating life and health insurance
companies, the cash flows of which are regulated by the applicable
state insurance department, the IFSR is typically the highest
rating within a corporate group.


NORTHWEST AIRLINES: Pilots Will Vote Today Whether to Call Strike
-----------------------------------------------------------------
Capt. Mark McClain, chairman of the NWA chapter of the Air Line
Pilots Association (ALPA), reported that Northwest pilots will
begin voting, today, Feb. 13 to authorize a strike.  Following a
15-day voting period, strike ballots will be counted on Feb. 28.  
If the majority of NWA pilots authorize a strike, the union
leadership will have the authority to call a strike if Northwest
management imposes terms and conditions of employment on the pilot
group.

"Northwest pilots want to reach a consensual agreement with
management and ALPA is continuing to work towards that goal, but
management's arrogant and excessive demands are unacceptable and
are putting Northwest's future in serious jeopardy," Capt. McClain
said.  "Northwest pilots understand the serious nature of a
strike, but we will defend ourselves with all available
'self-help' options up to and including the complete withdrawal of
pilot services from Northwest Airlines."

Northwest Airlines has petitioned the U.S. Bankruptcy Court to
reject the ALPA collective bargaining agreement under chapter
1113(c) of the bankruptcy code.  The 1113(c) hearing concluded
Friday, Feb. 3 in the New York City courtroom of U.S. Bankruptcy
Judge Allan Gropper.  Judge Gropper's ruling on whether or not to
reject the pilot contract is currently expected no later than Feb.
17 unless an extension is agreed to by ALPA and Northwest.

If the U.S. Bankruptcy Court rejects ALPA's collective bargaining
agreement with Northwest and the company unilaterally implements
terms and conditions on pilots, NWA pilots have the legal right to
strike.  "We must make contingency preparations in order to
protect the quality of our careers here at Northwest Airlines.  
The strike vote will give our pilots an opportunity to demonstrate
their opposition to management's overreaching demands," McClain
said.

Capt. McClain's decision to begin balloting the membership comes
after weeks of negotiations with NWA management that has produced
little movement from management at the negotiating table.  ALPA
remains committed to negotiating an agreement that allows
Northwest Airlines to successfully emerge from bankruptcy and
provides worthwhile pilot careers over the long-term.

"We will not allow management's hired guns to use the bankruptcy
process to take away essential job protections and outsource jobs
we have offered to perform on a cost competitive basis," McClain
said.

Founded in 1931, ALPA represents 62,000 pilots at 39 airlines in
the U.S. and Canada.  ALPA represents approximately 5,000 active
NWA pilots and 700 furloughed pilots.  Visit the ALPA website at
http://www.alpa.organd the NWA ALPA website at  
http://www.nwaalpa.org.

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


NRG ENERGY: Merger Completed & Moody's Withdraws Ratings
--------------------------------------------------------
Moody's Investors Service has withdrawn certain of the ratings for
NRG Energy, Inc., and all of the ratings for Texas Genco, LLC
following the February 2, 2006, completion of the $8.7 billion
acquisition of TGN by NRG.

To finance the acquisition, NRG raised $1.5 billion of common
stock and convertible securities, established $5.6 billion of new
credit facilities and issued $3.6 billion of senior unsecured
debt.  Proceeds were used to acquire TGN, to repay secured term
loans at NRG and TGN, to replace existing revolving credit
facilities at NRG and TGN, and to tender for $1.371 billion of
8.0% second lien notes at NRG and $1.125 billion of 6.875% senior
unsecured notes at TGN.  Following the competion of the tenders,
substantially all of NRG's 8.0% second lien notes were repaid and
all of TGN's 6.875% senior unsecured notes were repaid.

Ratings Withdrawn at NRG:

   -- $150 million Senior Secured Bank Credit Facility due 2007,
      rated Ba2

   -- $800 million Senior Secured Bank Credit Facility due 2011,
      rated Ba2

   -- $1.371 billion 8.0% Senior Secured Second Lien Notes due
      2013, rated Ba3

Ratings Withdrawn at TGN:

   -- Corporate Family Rating, rated Ba3

   -- Speculative Grade Liquidity Rating, rated SGL-2

   -- $200 million Senior Secured Bank Credit Facility, rated Ba2

   -- $325 million Senior Secured Bank Credit Facility, rated Ba2

   -- $344.35 million Senior Secured Bank Credit Facility due
      2009, rated Ba2

   -- $475 million Senior Secured Bank Credit Facility, rated Ba2

   -- $1.15 billion Senior Secured Bank Credit Facility due 2011,
      rated Ba2

   -- $1.125 billion 6.875% Senior Unsecured Notes due 2014,
      rated B1

Outlook Action at TGN:

   -- Ratings Outlook, Withdrawn, from Stable

Headquartered in Princeton, New Jersey, NRG owns and operates a
diverse portfolio of power-generating facilities capable of
generating more than 25,000 megawatts of power.  The facilities
are located primarily in Texas and in the Northeast, South Central
and Western regions of the United States.  NRG's operations
include baseload, intermediate, peaking and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia, Germany and Brazil.


PLY GEM: S&P Rates Proposed Amended $468 Million Debts at BB-
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Kearney, Missouri-based vinyl siding and window
manufacturer Ply Gem Industries Inc. (PGI) and revised the outlook
to negative from stable.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating and '1' recovery rating to PGI's proposed amended and
restated $70 million revolving credit facility due in 2009 and
$398 million term loan due 2011, based on preliminary terms and
conditions.
     
PGI is using $121 million of additional term loan proceeds to
purchase aluminum window manufacturer, AWC Holding Co. (which does
business as Alenco Windows and is unrated).
     
"The outlook revision reflects the risk that the debt-financed
Alenco acquisition may prevent PGI from reducing debt leverage to
the expected 4.5x area in a reasonable time," said Standard &
Poor's credit analyst Lisa Wright.  "The company's ability to
generate free cash flow supports the ratings, but the higher debt
burden makes PGI more vulnerable to any larger-than-expected
slowdown in new construction or drop in repair and remodeling
activity.  In addition, we are somewhat concerned about the
pending retirement of PGI's CEO when PGI is entering new and
competitive window markets."
     
Although the addition of Alenco expands Ply Gem's window product
line and geographic coverage and offers the potential for some
synergies, the acquisition does not meaningfully improve the
company's business position.
     
"We will withdraw the existing bank loan ratings when the current
transaction closes," Ms. Wright said.  "We could lower the ratings
if new construction markets or repair and remodeling demand weaken
more than we expect, PGI experiences raw-material cost increases
that it cannot pass through to customers, or it pursues additional
debt-financed acquisitions.  We could revise the outlook to stable
if PGI strengthens its total debt to EBITDA ratio toward the mid-
4x area and funds from operations to total debt to more than 10%."


POLYONE CORP: Earns $21.7 Million of Net Income in 2005 4th Qtr.
----------------------------------------------------------------
PolyOne Corporation (NYSE: POL) reported sales of $606.8 million
for the fourth quarter ended Dec. 31, 2005, an improvement of 11%
over fourth-quarter 2004 sales of $544.5 million.  For the full
year, sales were $2.4 billion compared with $2.2 billion in 2004,
an increase of 8%.

The Company recorded record net income of $21.7 million in the
fourth quarter of 2005 compared with a net loss of $13.6 million
in the fourth quarter of 2004.  Net income for the year was a
record $46.9 million, a significant improvement over 2004 net
income of $23.5 million.

"We entered the fourth quarter facing significant raw material
cost increases and potential supply disruptions as well as
uncertainty surrounding our vinyl business joint ventures,"
William F. Patient, chairman and chief executive officer, said.  
"Our results clearly demonstrate that this organization stepped up
to these challenges.  We also managed our cash resources
effectively and reduced our debt during the quarter.  These
achievements reflect our momentum as we enter 2006."

At Dec. 31, 2005, PolyOne Corp.'s assets totaled 1.7 billion and
debts totaled $1.3 billion, resulting in a stockholders' deficit
of $415.7 million.

Headquartered in northeast Ohio, PolyOne Corporation --
http://www.polyone.com/-- is a leading global compounding and  
North American distribution company with operations in
thermoplastic compounds, specialty polymer formulations, color and
additive systems, and thermoplastic resin distribution.  With 2005
annual revenues of approximately $2.5 billion, PolyOne has
employees at manufacturing sites in North America, Europe, Asia
and Australia, and joint ventures in North America and South
America.

                          *     *     *

Moody's assigned to PolyOne Corp. these ratings:

     * Long-term corp. family rating -- B2
     * Senior unsecured debt rating -- B3

Standard & Poor's assigned to PolyOne Corp these ratings:

     * Long-term foreign issuer credit rating -- B+
     * Long-termlocal issuer rating -- B+

Fitch Ratings assigned to PolyOne Corp. these ratings:

     * Bank loan debt rating -- BB
     * Senior unsecured debt -- B


PORT TOWNSEND: S&P Junks Corporate Credit & Sr. Secured Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured ratings on Port Townsend, Washington-based Port
Townsend Paper Corp. to 'CCC+' from 'B-'.  The outlook is
negative.
     
"The downgrade reflects our concern that the company could default
on its financial obligations over the next year because of its
very low liquidity level and weak EBITDA performance, as evidenced
by fourth-quarter 2005 EBITDA below the level of interest
expense," said Standard & Poor's credit analyst Dominick D'Ascoli.
"For Port Townsend to meet its financial commitments over
the next year, business conditions would have to improve from the
fourth quarter, and there would have to be no adverse events."
     
Port Townsend is a small manufacturer of packaging products that
focuses on selling corrugated boxes and kraft paper to customers
near its manufacturing facilities in Washington and British
Columbia.
     
Standard & Poor's will lower ratings if liquidity continues to
decline because of:

   * weak pricing,
   * high costs, or
   * unusual events.

Standard & Poor's could revise the outlook to stable if business
conditions allow the company to rebuild liquidity and appear
sustainable and if the company completes the audit of its
financial statements.


RED TAIL: Wants Exclusive Plan-Filing Period Extended to Apr. 15
----------------------------------------------------------------
Red Tail Canyon, LLC, and GECCMC 2002-2 Foster Road LLC, ask the
U.S. Bankruptcy Court for the District of Oregon to extend, until
Apr. 15, 2006, the period within which Red Tail has the exclusive
right to file a chapter 11 plan.

                        GECCMC Loan

GECCMC is the holder of a Deed of Trust, Assignment of Leases and
Rents, Security Agreement and Fixture Filings dated July 23, 2002,
made by the Debtor in favor of Deutsche Banc Mortgage Capital,
L.L.C.  The obligation in the Loan Documents total $12.5 million
and are currently in default due to the Debtor's failure to pay
monthly installments since May 1, 2005.  GECCMC has a perfected,
first-priority interest in the Debtor's:

    * 100-unit apartment complex known as Red Tail Apartments,
    * all real and personal property related to the apartment, and
    * income from the apartment.

                       GECCMC's Objections

The Debtor tells the Court that GECCMC complained that it was
undersecured but the Debtor has disputed such contention.  The
Debtor says that GECCMC then filed objections to its request to
use the Cash Collateral as well as its applications to employ
professionals.  Further, the Debtor relates, GECCMC also filed a
Motion for Relief from Automatic Stay.  The Debtor says that a
hearing was held on Nov. 10, 2005 on GECCMC's objection to the use
of cash collateral.

Thereafter, the Debtor tells the Court that it entered into a
Stipulated Cash Collateral Order and Stipulated Order for Relief
from Automatic Stay with GECCMC, which settled all issues with
GECCMC.

                       Stipulated Order

Under the Stipulated Order, the Debtor says, it is required to pay
GECCMC on a discounted basis on or before Apr. 1, 2006.  If the
Debtor manages to pay its obligations on time, then, the Debtor
relates, it intends to dismiss its bankruptcy case.  Otherwise if
the debt is not paid by the deadline, the Debtor relates, GECCMC
may have relief from the automatic stay and proceed to repossess
all of the property and cash collateral by recording a deed and
accepting a bill of sale that the Debtor has executed and
deposited in trust with GECCMC's attorneys.

The Debtor discloses the Court ordered that the terms of the
Stipulated Order be incorporated in its plan.

                         No Way But Out

The Debtor tells the Court that it had already prepared a plan and
disclosure statement and was ready to file both on the Dec. 19,
2005, due date.  However, the Debtor relates, because of the
Stipulated Order, the need to file a plan and disclosure statement
is obviated.  The Debtor contends that under the terms of the
Stipulated Order, whatever the Debtor does or does not do, the
case will end.

Headquartered in Portland, Oregon, Red Tail Canyon LLC owns and
operates the Red Tail Canyon townhouse apartments located in South
Aspen Summit Drive, Multnomah County, Portland, Oregon.  The
Company filed for chapter 11 protection on Sept. 19, 2005 (Bankr.
D. Ore. Case No. 05-41235).  J. Stephen Werts, Esq., at Cable
Huston Benedict Haagensen & Lloyd LLP, represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated assets and debts of $10
million to $50 million.


RESIDENTIAL ASSET: Moody's Reviewing Ratings for Likely Downgrade
-----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade seven certificates from two Residential Asset Securities
Corporation subprime deals issued in 2001.  The transactions
consist of a fixed-rate pool and an adjustable-rate pool.  The
mortgage loans were originated by a variety of different sellers
and are serviced by Homecomings Financial Network, Inc., a wholly
owned subsidiary of Residential Funding Corporation.  RFC is the
transaction's master servicer.

The subordinate fixed-rate and adjustable-rate certificates from
both deals are being placed on review for downgrade based on the
weaker than anticipated performance of the mortgage pools and the
resulting erosion of credit support.  The overcollateralization in
the deals is being depleted and pipeline losses could put pressure
on the most subordinate tranches from the fixed-rate pools.  
Furthermore, existing credit enhancement levels may be low given
the current projected losses on the underlying pools.

Complete rating actions are:

   Issuer: Residential Asset Securities Corporation

Review for Downgrade:

   * Series 2001-KS2: Class M-I-2, current rating Baa2, under
     review for possible downgrade

   * Series 2001-KS2: Class M-I-3, current rating Ba3, under
     review for possible downgrade

   * Series 2001-KS2: Class M-II-2, current rating A2, under
     review for possible downgrade

   * Series 2001-KS2: Class M-II-3, current rating Baa2, under
     review for possible downgrade

   * Series 2001-KS3: Class M-I-2, current rating Baa2, under
     review for possible downgrade

   * Series 2001-KS3: Class M-I-3, current rating Ba3, under
     review for possible downgrade

   * Series 2001-KS3: Class M-II-3, current rating Baa2, under
     review for possible downgrade


RETIREMENT PLANNERS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Retirement Planners of America, Inc.
        9795 Crosspoint Boulevard
        Indianapolis, Indiana 46256

Bankruptcy Case No.: 06-00372

Type of Business: The Debtor, an affiliate of Winningham
                  Insurance Group, is a retirement planning
                  and insurance sales company.
                  See http://www.indyinsure.com/

Chapter 11 Petition Date: February 9, 2006

Court: Southern District of Indiana (Indianapolis)

Judge: James K. Coachys

Debtor's Counsel: Daniel Robert Carroll, Esq.
                  6500 Westfield Boulevard
                  Indianapolis, Indiana 46220
                  Tel: (317) 475-4524
                  Fax: (317) 259-1234

Total Assets:    $78,088

Total Debts:  $1,532,750

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Oak Street Funding LLC           Loan                  $448,515
11595 North Meridian Street
Suite 450
Carmel, IN 46032

Riggs Ellinger, Inc.             Note                  $390,000
111 Westfield Road
Nobelsville, IN 46060

Timothy Coughin                  Unpaid Salary         $169,653
7399 North Shadeland Avenue
Suite 104
Indianapolis, IN 46250

Diane Vest                       Loan                   $97,286
897 West Seybert
Pendleton, IN 46064

Pamela Boerner                   Loan                   $89,000
5317 Linda Lane
Anderson, IN 46011

Robert Roy                       Loan                   $71,381
803 Heritage Lane
Anderson, IN 46013

Steve McDaniel                   Loan                   $44,293

Timothy Coughlin                 Loan                   $38,602

Karen Sue McDaniel               Loan                   $33,722

Royce Walker Elsworth            Loan                   $21,500

Yellow Book USA                  Advertising            $20,508

Joan Godsey                      Loan                   $19,029

SBC America                      Advertising            $18,884

Timothy Coughlin                 Supplies & other       $18,301
                                 reimbursable
                                 advances

Rene Ellison                     Loan                    $9,156

CFS At Crosspoint                Office rent             $8,821

KCS Properties                   Office rent             $7,850

Ken Olvey                        Loan                    $7,676

Pendleton Pike LLC               Office rent             $7,200

Staples                          Purchase of goods       $3,564


RISK MANAGEMENT: Files Disclosure Statement in N.D. Ohio
--------------------------------------------------------
Risk Management Alternatives, Inc., and its debtor-affiliates
delivered a Disclosure Statement explaining their Liquidating
Chapter 11 Plan of Reorganization to the U.S. Bankruptcy Court for
the Northern District of Ohio, Eastern Division, on Jan. 23, 2006.

All of the Debtors' assets will be substantively consolidated and
these assets will be transferred to a Liquidating Trust pursuant
to the Plan.  Cash necessary for distributions under the Plan will
come from the Debtors' current cash reserves plus the proceeds of
avoidance and non-avoidance actions.  

Prior to the effective date, the Debtors' Official Committee of
Unsecured Creditors will appoint an Oversight Agent to oversee the
administration of the Liquidating Trust and the Liquidating
Trustee.  The Oversight Agent's powers will be limited to seeking
orders of the Bankruptcy Court to enforce implementation of the
Plan.

The Plan also incorporates the terms of the Global Settlement
Agreement between the Debtors, the Creditors' Committee, GTCR
Capital Partners and Heller Financial, Inc., as agent for the
senior lenders.

The Global Settlement, approved on Aug. 18, 2005, resolves the
parties' dispute over issues related to the sales of substantially
all of the Debtors' assets to NCO Group, Inc., as well as the
Debtors' use of postpetition financing and cash collateral.  NCO
paid $118 for the Debtors' assets.

In exchange for mutual releases, the parties agreed that:

       -- on the closing of the NCO Sale, $1.3 million, less the
          professional fees of the Creditors' Committee, would be
          set aside for distribution to general unsecured  
          creditors of the Debtors' parent and base businesses;
          and  

       -- two-thirds of the net avoidance recoveries and net non-
          avoidance recoveries will be set aside for distribution
          to general unsecured creditors of the Debtors' parent
          and base businesses, with the remaining one-third
          distributed to GTCR Capital.

                  Treatment of Claims

Priority claims, totaling approximately $100,000, will be paid in
full on the earlier of the effective date or 30 days after the
priority claim is allowed.

The $65 million secured claim of the Senior Lenders was paid in
full at the closing of the sale of the Debtors' assets to NCO.
Heller Financial, the senior lenders' agent, can assert a legal
fee claim for post-petition fees and expenses of no greater than
$35,000.  The unpaid portion of Heller's claim will be paid in
full on the effective date

The Senior Lenders' $25 to $29 million deficiency claim, on
account of postpetition interests and fees, will be paid in
accordance with the terms of the Subordination and Inter-creditor
Agreement from amounts left over after GTCR Capital receives an
aggregate distribution of $5 million for its mezzanine debt claim.

GTCR Capital, which holds a $49 million mezzanine debt claim
against the Debtors, will recover approximately 30% its claim
pursuant to the Plan.  

Holders of general unsecured claims against the Debtors' portfolio
business, estimated at $100,000, will be paid in full on the
earlier of the effective date or 30 days after their claims are
allowed.

General unsecured claims against the Debtor's parent and base
businesses, estimated at $15 to $20 million, will receive a pro
rata share of the guaranteed minimum payment promised in the
Global Settlement plus two-thirds of net avoidance recoveries and
two-thirds of net non-avoidance recoveries.  Creditors under this
class are expected to recover between 5 to 10% of their claims.

Cargill's $17 million secured claim was paid in full at the
closing of the NCO sale.  In addition, Cargill received a $4
million payment at the closing of the sale of the Debtors' assets
in final satisfaction of its $12 million residual claim.

Equity holders will get nothing under the Plan.

A copy of the Debtors' 40-page disclosure statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=060210050101

Headquartered in Duluth, Georgia, Risk Management Alternatives,
Inc. -- http://www.rmainc.net/-- provides consumer and commercial   
debt collections, accounts receivable management, call center
operations, and other back-office support to firms in the
financial services, telecommunications, utilities, and healthcare
sectors, as well as government entities.  The Company and ten
affiliates filed for chapter 11 protection on July 7, 2005 (Bankr.
N.D. Ohio Case Nos. 05-43959 through 05-43969).  Shawn M. Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co., LPA, represents the
Debtors in their chapter 11 proceedings.  Ronald E. Gold, Esq., at
Frost Brown Todd LLC, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and between $50 million to $100 million in debts.


ROBERT BLAKE: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Robert Blake
        aka Michael James Gubitosi
        4647 Vista Del Monte Avenue, Suite 304
        Sherman Oaks, California 91403

Bankruptcy Case No.: 06-10125

Chapter 11 Petition Date: February 3, 2006

Court: Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: David R. Weinstein, Esq.
                  Weinstein, Eisen & Weiss LLP
                  1925 Century Park East, Suite 1150
                  Los Angeles, California 90067-2701
                  Tel: (310) 203-9393

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

Estimated Debts:  $10 Million to $50 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Blanchard E. Tual                Verdict            $30,000,000
Administrator of Bonny Lee
Bakley Estate
Butler Snow O'Mara,
Stevens & Cannada, PLLC
6075 Poplar Avenue, Suite 500
P.O. Box 171443
Memphis, TN 38119

Internal Revenue Service         Taxes               $1,274,783
Insolvency I Stop 5022
300 North Los Angeles Street
Room 4062
Los Angeles, CA 90012-9903

Franchise Tax Board              Taxes                 $334,337
Attn: Bankruptcy
P.O. Box 2952
Sacramento, CA 95712-2952

Peter Q. Ezzell, Esq.            Legal Fees              $7,903

Forensic Analytical              Legal Fees              $4,090

Ronald K. Siegel, Ph. D., Inc.   Legal Costs             $1,800

Law Offices of Burch             Legal Costs               $605
Porter & Johnson

Informed Choice Investigations   Legal Costs               $600

Larsen AVR Group Inc.            Legal Costs               $590


ROBINSON FOUNDRY: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Robinson Foundry, Inc.
        P.O. Box 1235
        Alexander City, Alabama 35010
        Tel: (334) 834-8000

Bankruptcy Case No.: 06-30083

Type of Business: The Debtor is a foundry that manufactures
                  aluminum and iron products.  The Debtor is also
                  a General Motors and Honda of America supplier.
                  See http://www.robinsonfoundry.com/

Chapter 11 Petition Date: January 28, 2006

Court: Middle District of Alabama (Montgomery)

Judge: William R. Sawyer

Debtor's Counsel: Von G. Memory, Esq.
                  Memory Day & Azar
                  P.O. Box 4054
                  469 South McDonough Street
                  Montgomery, Alabama 36101
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001

Total Assets: $4,255,009

Total Debts:  $5,023,300

Debtor's 19 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Robinson-Latva Company, LLP.               $545,611
   P.O. Box 1235
   Alexander City, AL 35011

   Aluminum Resources                         $235,333
   P.O. Box 1287
   Smyrna, TN 37167

   The Quality Castings Co.                   $181,307
   P.O. Box 58
   1200 North Main Street
   Orrville, OH 44667-0058

   Perfect Patterns, Inc.                     $169,265
   5730 Miller Court
   Columbus, GA 31909

   City Of Alexander City - Utility Division  $105,556
   P.O. Box 552
   Alexander City, AL 35011-0552

   Pinson Valley Heat Treating                $102,061
   P.O. Box 2153
   Department 3278
   Birmingham, AL 35287-3278

   Latva Machine                               $88,000

   Foundry Supply Group                        $70,524

   Sabel Steel Service, Inc.                   $69,518

   Satterfield Welding                         $66,815

   Primetrade, Inc.                            $66,806

   Alabama Power Company                       $48,741

   Team Air Express, Inc.                      $43,145

   Specialty Foundry Products                  $40,156

   Motion Industries, Inc.                     $38,025

   Central Packaging Corp.                     $31,612

   Allied Mineral Products                     $28,892

   Ferrosource International Inc.              $26,029

   Ram Fabricating Corp.                       $23,822


ROBOTIC VISION: Ch. 7 Trustee to Temporarily Oversee 401(k) Plans
-----------------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire authorized Steven M. Notinger, the  
chapter 7 Trustee appointed in Robotic Vision Systems, Inc. and
Auto Image ID, Inc.'s bankruptcy cases, to perform certain limited
tasks related to Robotic Vision's 401(k) retirement savings and
pension plans.

Mr. Notinger is in the process of winding down Robotic Vision's
business.  As part of that wind-down, he must terminate the
Debtor's 401(k) plans and perform certain functions until the
Pension Benefit Guaranty Corporation can assume the plans.

With regard to Robotic Vision's retirement savings plan, the
Bankruptcy Court allows the chapter 7 trustee to:

    a) terminate the plan;

    b) determine the vesting status of plan participants;

    c) direct the Fidelity Management Trust Company, plan trustee,  
       and Fidelity Institutional Retirement Services Company,
       plan record keeper, in the administration and termination
       of the Plan;

    d) determine the disposition of the Plan's forfeiture account
      
    e) authorize disbursements from the Plan's forfeiture account
       for eligible expenses of plan administration;

    f) employ an accounting firm to prepare one or more
       accountant's opinions as required by ERISA;

    g) file reports with the Department of Labor and Internal
       Revenue Service;

    h) amend the Plan to conform to Internal Revenue Service
       requirements; and

    i) enter into individual retirement account rollover
       agreement to facilitate the distribution of Plan accounts
       to participants.

With regard to Robotic Vision's pension plan, the Bankruptcy Court
allows the chapter 7 trustee to:

    a) amend the Plan to conform to IRS requirements;

    b) execute a State Street Retiree Services Incumbency
       Certificate for the purpose of authorizing pending benefit
       payments to retiring participants;

    c) authorize payment of pension benefits to retiring
       participants;

    d) Pay premiums to the PBGC;

    e) authorize payment of eligible expenses of plan
       administration from the Plan's assets to service providers
       including attorneys, actuaries and accountants;

    f) File reports with the Department of Labor, IRS and PBGC;

    g) execute an agreement with the PBGC wherein the PBGC assumes
       trusteeship of the Plan, including benefit liabilities and
       assets; and

    h) direct the transfer of assets held by the Plan's Trust with
       State Street Bank, Barrington Asset Management, Fidelity
       Investments and ANB-AMRO Funds to the PBGC.

The chapter 7 trustee asked for limited authority to administer
the plans since several eligible plan participants have been
unable to receive their benefits because of the Debtor's
bankruptcy filing.  The Bankruptcy Court had previously approved
the Chapter 7 Trustee's request to retain Parker & Brown, PC, as
ERISA attorneys and Verdolino & Lowey as accountants to assist in
the handling of the plans.

The pension plan will eventually be turned over to the PBGC.  The
PBGC has filed a pre-petition proof of claim for $2.6 million in
the Debtors' bankruptcy cases.

Headquartered in Nashua, New Hampshire, Robotic Vision Systems,
Inc., n/k/a Acuity Cimatrix, Inc. -- http://www.rvsi.com/--   
designs, manufactures and markets machine vision, automatic
identification and related products for the semiconductor capital
equipment, electronics, automotive, aerospace, pharmaceutical and
other industries.  The Company, together with its debtor-
affiliate, filed for chapter 11 protection on Nov. 19, 2004
(Bankr. D. N.H. Case No. 04-14151).  Bruce A. Harwood, Esq., at
Sheehan, Phinney, Bass + Green represents the Debtors.  When the
Debtors filed for chapter 11 protection, they listed $43,046,000
in total assets and $51,338,000 in total debts.  The Court
converted the Debtors' chapter 11 cases to a chapter 7 liquidation
proceeding on Oct. 12, 2005.  Steven M. Notinger serves as the
chapter 7 trustee, and has hired his law firm, Donchess &
Notinger, P.C., and Robert A. White, Esq., and Thomas Vangel,
Esq., at Murtha Cullina LLP, for legal advice.


SAINT VINCENTS: Inks Agreement on Four Real Property Leases
-----------------------------------------------------------
John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, informs the U.S. Bankruptcy Court for the Southern District
of New York that Saint Vincents Catholic Medical Centers of New
York and its debtor-affiliates have reached an agreement with the
landlords of four non-residential real property leases.

                           The Leases

1. 170 Broadway

Saint Vincent Catholic Medical Centers and AMG Realty Partners,
LP, have agreed to extend SVCMC's lease of a non-residential real
property located at 170 Broadway, Suite 1208, in New York.  The
Debtors operate the World Trade Center disaster services
ambulatory healthcare clinic at the 2,500 sq. ft. space at 170
Broadway.  The clinic, including leasehold expenses, is funded
entirety by external, non-debtor sources, like the American Red
Cross.

Pursuant to the parties' agreement, the Broadway Lease will be
extended for a one year term, retroactive to October 1, 2005, and
the Debtors will have the option to terminate the Lease on six
months' notice to AMG.  Monthly rent for the Broadway Lease will
be $5,000 plus additional rent comprised of certain utility
charges.

2. 635, 637, 639 Classon Avenue

The Debtors lease 635, 637, 639 Classon Avenue in Brooklyn, New
York, which houses a Methadone treatment program they operate.  
The New York State Office of Alcoholism and Substance Abuse
Services funds the Classon Lease in its entirety.

Pursuant to an agreement between the Debtors and Shiloh Realty
Corp., the Debtors will continue to lease the 7,000 square feet
of clinic space in Classon Avenue for an additional five-year
period, subject to their option to terminate the Classon Lease on
60 days' notice to Shiloh.  The Debtors will be obligated to
remit a $5,300 monthly rent, plus additional rent comprised of
utility and cleaning expenses.

3. 95 University Place

The Debtors operate a home care agency and a community medical
practice at 95 University Place, 9th Floor, in New York.

The Debtors have reached an agreement with 41 East 11th Street
LLC, for a five-year extension of the University Place Lease with
a monthly rent of $37,700 plus charges for certain utilities and
taxes.  The Debtors have the option to terminate the lease on two
years and six months' notice to 41 East.

4. 2040 Forest Avenue

The Debtors also entered into an agreement with Vornado Forest
Plaza, LLC, for an extension of a non-residential real property
lease located at 2040 Forest Avenue, Forest Plaza Shopping
Center, in Staten Island, New York.  The Forest Avenue Lease
houses one of the Debtors' acute care family health care centers.

The proposed lease extension extends the Forest Avenue Lease for
a two-year period, with a monthly rent of $3,621, plus certain
charges for taxes and utility services.  The Debtors do not
have the option to terminate the Forest Avenue Lease prior to its
expiration date.

Mr. Rapisardi asserts that the Debtors' continued occupation of
the Leased Premises is the most cost effective way to provide
healthcare services at the Premises for four reasons:

   (1) The Debtors will avoid the significant costs that would
       accompany relocation to new, suitable locations,
       including moving expenses, security deposits and tenant
       improvement expenses;

   (2) Relocation of the Debtors' operations would result in an
       interruption in the provision of healthcare services and
       cause a loss of revenue during relocation;

   (3) As compared with other leases available in the market
       place, the rental obligations under the Extended Leases
       are reasonably priced, especially in light of the
       relatively short duration of the Extended Leases; and

   (4) In most cases, the Extended Leases permit the Debtors to
       terminate the leases prior to their expiration dates
       should it become necessary or more advantageous for the
       Debtors' to relocate or discontinue their operations.

In accordance with Section 365(b) of the Bankruptcy Code, before
the Debtors can assume the Extended Leases, they must cure all
defaults under the Leases.  These prepetition rent amounts are
outstanding and unpaid under the Extended Leases:

            Lease                     Cure Amounts
            -----                     ------------
            Broadway Lease                   $740
            Classon Lease                     690
            University Place Lease         13,000
            Forest Ave. Lease                 690

The Debtors and the Landlords have agreed that the Debtors will
satisfy the Cure Amounts.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.  
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Assumes GE Medical Systems Agreement
----------------------------------------------------
On Dec. 17, 2004, Saint Vincents Catholic Medical Centers of New
York and its debtor-affiliates entered into an agreement with GE
Medical Systems for the purchase and installation of an x-ray
equipment and to facilitate the training of the Debtors' employees
with respect to the Equipment.

Pursuant to the GEM Agreement, the Debtors were required to pay
the cost of the Equipment, totaling $88,740.

Prior to the Petition Date, Non-debtor Saint Vincent's Catholic
Medical Center Foundation raised money for a specific purpose
fund from which it earmarked the funds to pay for the Equipment.

The Foundation agreed to wire the amount by:

   (a) an immediate initial payment of $70,992; and

   (b) a final payment of $17,748 upon completion of
       installation of the Equipment.

The Equipment is vital for the Debtors' operations and they seek
to assume and perform their obligations in the GEM Agreement.

Accordingly, in a stipulation approved by the U.S. Bankruptcy
Court for the Southern District of New York, the parties agree
that:

   (1) The GEM Agreement is assumed and the parties will perform
       their obligations pursuant to the GEM Agreement;

   (2) The Foundation will wire the Initial Payment to GEM
       without delay;

   (3) Upon GEM's completion of the installation of the
       Equipment, GEM will send an invoice and a certification of
       the completion of the Installation to the Debtors for the
       Final Payment and the Foundation will wire the Final
       Payment to GEM without delay.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.  
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SI INT'L: S&P Rates Proposed $134.25 Mil. Loan Facility at B+
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating,
with a recovery rating of '3', to Reston, Virginia-based SI
International Inc.'s proposed $134.25 million senior secured
term loan facility.  

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating, with a positive outlook, and its 'B+' debt rating,
with a '3' recovery rating, on the company's existing $60 million
senior secured revolving credit facility.  The senior secured debt
rating, which is the same as the corporate credit rating, along
with the recovery rating, reflect Standard & Poor's expectation of
meaningful (50%-80%) recovery of principal by creditors in the
event of the payment default or bankruptcy.
     
Proceeds from the term loan, along:

   * with $15 million of cash from the balance sheet,
   * a $5 million draw on the revolving credit facility, and
   * a $6 million seller note;

will be used to:

   * fund the acquisition of Zen Technology Inc., and
   * to refinance SI's existing term loan.
      
"The ratings reflect SI's relatively modest position in the highly
competitive and consolidating government IT services market,
dependence on the federal government's spending initiatives, and
acquisitive growth strategy," said Standard & Poor's credit
analyst Ben Bubeck.

A predictable revenue stream, based upon long-term contracts and
the expectation that government-related services business will
remain solid over the intermediate term, are partial offsets to
these factors.
     
SI provides IT services and communications solutions almost
exclusively to the federal government.  The Department of Defense
is the company's largest customer, accounting for approximately
47% of revenue.  Pro forma for the proposed transaction, SI had
approximately $175 million in operating lease-adjusted debt as of
December 2005.


SI INT'L: Moody's Affirms B1 Rating of $134 Million Term Loan
-------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on the increased
senior secured credit facility of SI International, Inc.  Moody's
expects SI to utilize a $35 million incremental increase in the
existing term loan, a $5 million draw on the revolver, a $6
million seller note, and $15 million in cash on hand to acquire
Bethesda, Maryland based Zen Technology for $60 million.  The
purchase price represents an EBITDA multiple of about 9.7x.
Moody's expects the purchase of Zen to broaden SI's existing
relationship with the US Missile Defense Agency and extend SI's
customer base to include customers such as the Census Bureau.

Moody's affirmed these ratings:

   -- $60 million senior secured first lien revolving credit
      facility maturing 2010, B1

   -- $134 million senior secured first lien term loan B due
      2011, B1

   -- Corporate Family rating, B1

   -- Speculative Grade Liquidity rating, SGL-2

The ratings outlook has been changed to positive from stable.

The ratings continue to reflect risks related to the company's
exposure to potential changes in government spending policies,
contract re-competes covering approximately 30% of revenue over
the next two years, the company's growing but still limited size
and financial resources compared to larger industry competitors,
who may have greater financial resources, larger client bases, and
greater name recognition.  In addition, merger and acquisition
activity may be intensifying in the defense services sector,
potentially raising costs associated with executing the company's
announced acquisition strategy.

The change of the outlook to positive reflects the company's
history of solid organic revenue growth and stable margins,
demonstrated acquisition capability, long term contracts with a
broad group of government agencies, high percentage of win rates
on re-competes, significant contract backlog, long-term growth
prospects for the government's information technology budget, and
the continuing trend toward outsourcing by government agencies.

The change in outlook is also supported by SI's good liquidity
profile and credit metrics that are strong for the rating
category.  At close of the transaction, Moody's expects SI to have
approximately $9 million in cash on hand and $55 million in
availability under the revolver.  Adjusted total debt to EBITDA
estimated for fiscal year 2005 pro forma for the transaction will
be about 3.8x.  Moody's expects EBIT interest coverage to exceed
3.0x and free cash flow to debt to be over 12%.

The $194 million in senior credit facilities are secured by
substantially all the assets of SI, including a first-priority
pledge on 100% of the capital stock of domestic subsidiaries.  An
unconditional guarantee from all material subsidiaries supports
the credit facility.

The ratings will likely be raised, if SI continues to win renewal
of existing contracts and pursues acquisitions that maintain
adjusted total debt to EBITDA at 3.8x or below while maintaining
existing levels of interest coverage and free cash generation.
Conversely, the outlook or ratings could be lowered if SI loses
major contracts or undertakes acquisitions that raise adjusted
total debt to EBITDA above 4.0x on a sustained basis.

The affirmation of the SGL-2 speculative grade liquidity rating
reflects the company's good liquidity profile and Moody's
expectation of solid free cash flows from operations, projected
availability under the $60 million revolving credit facility of
over $50 million, and adequate cushion under bank covenants. Cash
on hand and cash flow from operations are expected to cover
ongoing cash needs for the next twelve months, which primarily
consist of capital expenditures and required term loan
amortization.  The rating considers that the revolver could be
utilized to fund working capital needs.  The company is expected
to have about $9 million of cash upon completion of the Zen
acquisition, and Moody's expects the combined enterprise to
generate over $15 million in free cash flow from operations in
2006. Moody's expects SI to have adequate cushion under minimum
interest coverage and total leverage covenants over the next
twelve months.

Headquartered in Reston, Virginia, SI International is a provider
of information technology and network solutions with agencies of
the federal government as major clients. SI International's
revenues for the 12 months ended Sept. 24, 2005, were $351
million.


SMITH MINING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Smith Mining and Materials LLC
        3600 National City Tower
        Louisville, Kentucky 40202

Bankruptcy Case No.: 06-30260

Chapter 11 Petition Date: February 9, 2006

Court: Western District of Kentucky (Louisville)

Debtors' Counsel: Laura Day DelCotto, Esq.
                  Wise DelCotto PLLC
                  219 North Upper Street
                  Lexington, Kentucky 40507
                  Tel: (859) 231-5800

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Brooks Sand and Gravel                     $397,652
   3600 National City Tower
   Louisville, KY 40202

   Impact Drilling and Blasting, Inc.         $101,911
   P.O. Box 397
   Charlestown, IN 47111

   A & M Oil Co., Inc.                         $69,861
   P.O. Box 479
   Mount Washington, KY 40047

   Bank of America                             $65,123

   Cobalt Ventures LLC                         $61,333

   Holt Equipment Company LLC                  $60,097

   G.W. Chandler                               $49,681

   Kentucky Revenue Cabinet                    $47,944

   Whayne Supply Company                       $44,270

   Bullitt County Belting                      $34,236

   American Engineers Inc.                     $32,405

   American Tire and Service Center            $28,565

   Firemans Fund Insurance Companies           $20,985

   Fifth Third Bank                            $19,441

   Caterpillar Financial Services Corp.        $18,658

   Eye-Con Electrical Systems                  $11,625

   Baker Kurtz Inc.                            $11,373

   NationsRent                                  $8,444

   Argenbright Oil Co., Inc.                    $7,858

   Fint Trucking                                $7,659


SPX CORP: Gives Update on Purchase Offer of LYONs Due Feb. 6, 2006
------------------------------------------------------------------
SPX Corporation (NYSE: SPW) reported the results of its offer to
purchase Liquid Yield Option(TM) Notes (Zero Coupon-Senior) due
Feb. 6, 2021.  The holders' option to surrender their LYONs for
repurchase expired at 5:00 p.m., New York City time, on Feb. 6,
2006.
    
SPX has been advised by the depositary, JPMorgan Chase Bank, N.A.,
that $994,491,000 in aggregate principal amount at maturity of the
LYONs were validly surrendered for purchase and not withdrawn, and
SPX has purchased all of such LYONs.  This leaves $201,000 in
aggregate principal amount at maturity or 0.02% of the LYONs issue
outstanding.  The purchase price for the LYONs is $663.86 in cash
per $1,000 in principal amount at maturity.  The aggregate
purchase price for all of the LYONs validly surrendered for
purchase and not withdrawn is $660,202,795.26.  Settlement will be
made with cash on hand.

Headquartered in Charlotte, North Carolina, SPX Corporation --
http://www.spx.com/-- is a leading global provider of flow  
technology, test and measurement solutions, thermal equipment and
services and industrial products and services.  

SPX Corp.'s 6-1/4% Senior Notes due 2011 carry Moody's Investors
Service's Ba2 rating and Fitch Ratings' BB rating.


STEINWAY MUSICAL: Launches Tender Offer for its 8.75% Senior Notes
------------------------------------------------------------------
Steinway Musical Instruments, Inc. (NYSE: LVB) is offering to
purchase all of the Company's 8.75% Senior Notes due 2011 with an
outstanding aggregate principal amount of $166.2 million.  
Steinway intends to purchase all tendered Notes and to redeem any
of the Notes not tendered with the proceeds of a private placement
of $175 million in aggregate principal amount of new senior notes.  
The Company expects the interest rate on the new senior notes to
be substantially lower than that of its current Notes.

In conjunction with the offer to purchase, the Company is
soliciting the consent of holders to eliminate substantially all
of the restrictive covenants and certain of the events of default
contained in the respective indenture governing the Notes.  
Adoption of the proposed amendments requires the consent of
holders of a majority of the aggregate principal amount of the
Notes.  The tender offer, as well as the related consent
solicitation, is being made upon the terms and subject to the
conditions set forth in the Company's Offer to Purchase and
Consent Solicitation Statement and a related Letter of
Transmittal, each dated Feb. 8, 2006.

The tender offer is scheduled to expire at 9:00 a.m., New York
City time, on March 9, 2006, unless extended or earlier
terminated.  Holders who validly tender their Notes and deliver
their consents by 5:00 p.m., New York City time, on Feb. 22, 2006
will be eligible to receive total consideration of $1,047.85 per
$1,000 principal amount of the Notes, which includes a consent
payment of $4 per $1,000 principal amount of Notes.  Holders
validly tendering Notes after the Consent Date but before the
Expiration Date will be eligible to receive $1,043.85 per $1,000
principal amount of the Notes and will not be eligible to receive
the consent payment.  In addition to any tender offer payments,
holders who validly tender their Notes and whose Notes are
accepted for payment will be eligible to receive accrued and
unpaid interest up to, but not including, the applicable
settlement date.

The tender offer is conditioned upon, among other things, Steinway
receiving the consent of holders of a majority of the aggregate
principal amount of Notes and raising $175 million in gross
proceeds from a private placement of new senior notes.  If any of
the conditions are not satisfied, Steinway is not obligated to
accept for payment, or may delay the acceptance for payment of,
any tendered Notes and may terminate the tender offer.

The offering of new senior notes has not been and will not be
registered under the Securities Act of 1933, as amended, and may
not be offered or sold in the Unites States absent a registration
under the Securities Act of 1933, as amended, or an applicable
exemption from such registration requirements.

Steinway has engaged UBS Securities LLC to act as dealer manager
for the tender offer.  Questions about the tender offer and
consent solicitation may be directed to:

     The Liability Management Group of UBS Securities LLC
     Telephone (888) 722-9555 x4210 (toll free)

Requests for documentation should be directed to the Information
Agent for the tender offer and consent solicitations:

     D.F. King & Co.
     Telephone (212) 269-5550 (collect)
     Toll Free (800) 628-8536

Based in Waltham, Massachusetts, Steinway Musical Instruments,
Inc. -- http://www.steinwaymusical.com/-- through its Steinway  
and Conn-Selmer divisions, is one of the world's leading
manufacturers of musical instruments.  Its notable products
include Bach Stradivarius trumpets, Selmer Paris saxophones, C.G.
Conn French horns, Leblanc clarinets, King trombones, Ludwig snare
drums and Steinway & Sons pianos.

Steinway Musical Instruments, Inc.'s 8-3/4% Senior Notes due 2011
carry Moody's Investor Service's Ba3 rating and Standard & Poor's
B+ rating.


STOCKHORN CDO: Moody's Puts Ba1-Rated $5MM Class E Notes on Watch
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the following
classes of notes issued by Stockhorn CDO, Limited, a synthetic
collateralized debt obligation issuer:

   (1) The U.S. $3,000,000 Class C-1 Mezzanine Notes due 2007
       Prior Rating: A2 (on watch for possible downgrade)
       Current Rating: Baa1

   (2) The U.S. $5,500,000 Class C-2 Mezzanine Notes due 2007
       Prior Rating: A2 (on watch for possible downgrade)
       Current Rating: Baa1

   (3) The U.S. $3,000,000 Class D-1 Mezzanine Notes due 2007
       Prior Rating: Baa2 (on watch for possible downgrade)
       Current Rating: Ba1

   (4) The U.S. $2,000,000 Class D-2 Mezzanine Notes due 2007
       Prior Rating: Baa2 (on watch for possible downgrade)
       Current Rating: Ba1

   (5) The U.S. $5,000,000 Class E Mezzanine Notes due 2007
       Prior Rating: Ba1 (on watch for possible downgrade)
       Current Rating: B1

The rating actions reflect the deterioration in the credit quality
of the transaction's underlying reference portfolio, consisting
primarily of corporate entities, as well as the occurrence of a
credit event, according to Moody's.


TERAYON COMMS: Will Supply Europe Through Dimetis Partnership
-------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERNE) reported
that Dimetis, a provider and integrator of broadcast and
telecommunications solutions, has joined the Terayon Partner
Program.

As a Terayon Partner Program member, Dimetis, based in
Dietzenbach, Germany, will resell Terayon's complete line of
digital video products to its customers, and will offer systems
integration and networking planning services to support the
product line.

"The addition of Dimetis to the Terayon Partner Program expands
our reach within the European market, a key area of growth for
digital video networks," Kanaiya Vasani, Terayon Vice President
of Marketing, said.  "Dimetis' commitment to the application of
new technological trends and services, coupled with their strong
relationships in Germany, Austria and beyond, are great fits for
the Terayon Partner Program."

"Cable operators, telecom carriers, broadcasters and other service
providers throughout Europe are offering new digital video
services, which require the kinds of solutions that Dimetis and
Terayon can offer," said Willi Striegl, Director of Business
Development, Dimetis.  "Partnering with Terayon helps us provide
the best value-added digital video solutions to our customers,
in order to ensure that they are able to capitalize on these
changes and see a return on their investment."

                Terayon Partner Program Overview

The Terayon Partner Program consists of three categories:
Solutions Partners, Authorized Resellers and Technology Partners.  
In all cases, Terayon works closely with its partners to develop
optimal solutions for customers.  Terayon Partner Program members
include a broad range of industry leaders, such as ADB,
ADDvantage, Adtec, Aviva, Capella, C-COR, Chyron, Concurrent,
Digital Fountain, EVS, Frontiers, Harmonic, Latens, Miranda
Technologies, Modulus Video, NDS, SeaChange International, SEG,
TANDBERG Television and Triveni Digital.

                          About Dimetis

Headquartered in Dietzenbach, Germany, Dimetis GmbH --
http://wwwdimetis.de/-- is an innovative IT systems integrator  
and provides comprehensive IT solutions that manage, monitor and
control networks, facilities and equipment.  These flexible
solutions for the broadcast, enterprise and telecommunications
market are built to meet each customer's exacting specifications.  
Dimetis' network management and planning and information systems
are designed for video, audio, data networks and DVB/ATSC
platforms.  Users are broadcasters, network providers, playout
centers, multimedia providers, production companies and event
companies.  

                          About Terayon

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

                          *     *     *

                         Default Notice

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

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


TEXAS GENCO: Merger Completed & Moody's Withdraws Ratings
---------------------------------------------------------  
Moody's Investors Service has withdrawn certain of the ratings for
NRG Energy, Inc., and all of the ratings for Texas Genco, LLC
following the February 2, 2006, completion of the $8.7 billion
acquisition of TGN by NRG.

To finance the acquisition, NRG raised $1.5 billion of common
stock and convertible securities, established $5.6 billion of new
credit facilities and issued $3.6 billion of senior unsecured
debt.  Proceeds were used to acquire TGN, to repay secured term
loans at NRG and TGN, to replace existing revolving credit
facilities at NRG and TGN, and to tender for $1.371 billion of
8.0% second lien notes at NRG and $1.125 billion of 6.875% senior
unsecured notes at TGN.  Following the competion of the tenders,
substantially all of NRG's 8.0% second lien notes were repaid and
all of TGN's 6.875% senior unsecured notes were repaid.

Ratings Withdrawn at NRG:

   -- $150 million Senior Secured Bank Credit Facility due 2007,
      rated Ba2

   -- $800 million Senior Secured Bank Credit Facility due 2011,
      rated Ba2

   -- $1.371 billion 8.0% Senior Secured Second Lien Notes due
      2013, rated Ba3

Ratings Withdrawn at TGN:

   -- Corporate Family Rating, rated Ba3

   -- Speculative Grade Liquidity Rating, rated SGL-2

   -- $200 million Senior Secured Bank Credit Facility, rated Ba2

   -- $325 million Senior Secured Bank Credit Facility, rated Ba2

   -- $344.35 million Senior Secured Bank Credit Facility due
      2009, rated Ba2

   -- $475 million Senior Secured Bank Credit Facility, rated Ba2

   -- $1.15 billion Senior Secured Bank Credit Facility due 2011,
      rated Ba2

   -- $1.125 billion 6.875% Senior Unsecured Notes due 2014,
      rated B1

Outlook Action at TGN:

   -- Ratings Outlook, Withdrawn, from Stable

Headquartered in Princeton, New Jersey, NRG owns and operates a
diverse portfolio of power-generating facilities capable of
generating more than 25,000 megawatts of power.  The facilities
are located primarily in Texas and in the Northeast, South Central
and Western regions of the United States.  NRG's operations
include baseload, intermediate, peaking and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia, Germany and Brazil.


TRUST ADVISORS: Wants to Extend Plan-Filing Period to April 12
--------------------------------------------------------------
Trust Advisors Stable Value Plus Fund asks the U.S. Bankruptcy
Court for the District of Connecticut to extend, until Apr. 12,
2006, the time within which it alone has the right to file a
chapter 11 plan.  The Debtor also asks the Court to extend, until
May 28, 2006, the period within which it can solicit acceptances
of that plan.

The Debtor tells the Court that since filing for chapter 11
protection, it has worked diligently and efficiently to ensure
that the value of all Plus Fund investments is maximized, so that
the Equity Holders would receive the greatest possible return.  
This work included:

    * terminating the relationship with the Circle Trust Company,

    * finding a new custodian for the Fund, and

    * communicating with plans and trusts that are invested in
      the Fund.

The Debtor argues that the extension will allow it to:

    a) continue its efforts to resolve certain matters in In re
       Grafton Partners, L.P., et al. (Bankr. N.D. Calif. Case No.
       01-10606) and a lawsuit against PricewaterhouseCoopers LLP
       pending in the California State Court (Alameda County
       Superior Ct. No. 2002-056106) to further clarifying
       the value of the estate;

    b) negotiate with other parties regarding the possibility of
       returning value to the Fund; and

    c) consult with the recently appointed Equity Committee
       regarding the plan of reorganization.

The Debtor relates that it has made significant progress toward
its goal of developing a plan that will maximize the value of the
estate.  However, the Debtor notes, some of the value of the
Fund's investments is contingent on the result of pending
litigation, hence, the precise value of the Debtor's estate is
still uncertain.

The Debtor hopes that its proposed plan will have the support of
the creditors and equity holders.  Since an Equity Committee has
just been formed, the Debtor believes it needs time to organize
and discuss the status of the case.  The Debtor anticipates
working with them promptly.

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund filed for chapter 11 protection on Sept. 30, 2005
(Bankr. D. Conn. Case No. 05-51353).  Scott D. Rosen, Esq., at
Cohn Birnbaum & Shea P.C. represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts of more than
$100 million.


VARTEC TELECOM: Court Approves Budget Extension of DIP Loan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved VarTec Telecom, Inc., and its debtor-affiliates' budget
extension for their postpetition financing.

On November 7, 2005, the Court approved the Debtors' postpetition
financing, granted senior liens and priority administrative
expense status and modified the automatic stay, pursuant to which
it approved, among other things, the DIP administrative credit
agreement with Rural Telephone Finance Cooperative dated Oct. 19,
2005.

Under the administrative DIP financing order, the Debtors will use
the loans' proceeds in the administration of the cases, provided
that the proposed loan or use of the loans' proceeds is consistent
with the terms of the RFTC administrative DIP credit agreement.

The funds advanced under the RFTC administrative DIP credit
agreement have been and will be used to pay non-operating expenses
associated with the administration of the Debtors' cases and for
settlement of some claims against the Debtors.  The existing
budget covered the period July 1, 2005 through January 31, 2006
period with a maximum availability of $6,381,370.

Due to the diligence of various professionals and the efficient
management of the cases, the Debtors expect to have in excess of
$2 million in availability under the existing budget.  As the
initial period of the existing budget expired, the Debtors will
continue to require funding under the administrative credit
agreement to pay some non-operating expenses associated with the
administration of the Debtors' cases.

The Debtors have prepared a budget extension for the period
February 1, 2006 through May 31, 2006.  

A full-text copy of that Budget is available for free at
http://researcharchives.com/t/s?53f

Although the administrative DIP financing order permits the
existing budget to be amended with the agreement of the Official
Committee and the RTFC, the Debtors have been unable to obtain
that approval prior to the expiration of the budget period.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance  
service and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No.
04-81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins, represent the
Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed more than
$100 million in assets and debts.


WINN-DIXIE: Can Settle Small Prepetition Litigation Claims
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida gave
Winn-Dixie Stores, Inc., and its debtor-affiliates authority to
settle or liquidate additional prepetition litigation claims
pursuant to the Court-approved Claims Resolution Procedure.

As previously reported in the Troubled Company Reporter on
Jan. 18, 2006, D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, in New York, informed Judge Funk that the Debtors have
successfully resolved, as of Dec. 16, 2005, 331 Litigation Claims
totaling $18,635,181 for an aggregate settlement amount of
$3,097,243.

The settlement amount consists of $392,071 in cash payments and
the balance in allowed claims.  Resolution of these claims in
this cost-effective manner has significantly enhanced the value
of the Debtors' estates, Mr. Baker says.

According to Mr. Baker, the Claims Resolution Procedure is a
non-judicial procedure for liquidating Litigation Claims more
quickly than full trial litigation in state, federal or
bankruptcy court.  The parties will have sufficient opportunity
to reach consensual settlements through direct negotiation or
alternative dispute resolution.  During the suspension of
litigation, there is limited delay but the Claimants' substantive
rights are not abridged in any way.

Furthermore, there is no requirement that a Claimant settle its
Litigation Claim pursuant to the Claims Resolution Procedure.
Mr. Baker clarifies that the Debtors only want the Claimant to be
required to comply, in good faith, with the Claims Resolution
Procedure before being entitled to ask the Court to lift the
automatic stay to litigate its claim.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest  
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 32; Bankruptcy Creditors' Service, Inc., 215/945-7000).


* Andrew Torgove Joins SSG as New York Managing Director
--------------------------------------------------------
SSG Capital Advisors, LP, announced that Andrew J. Torgove joined
the firm as a Managing Director in its New York Office.

In his new position, Mr. Torgove will be providing an array of
investment banking services for companies facing operational
and/or financial challenges including mergers and acquisitions,
advising on a variety of financial restructuring solutions, and
providing the private placement of senior debt, subordinated debt
and equity.

Prior to joining SSG Capital Advisors, L.P., Mr. Torgove spent two
years as a Managing Director at Stairway Capital, a $300 million
buyout fund focused on middle market distressed companies.  Prior
to Stairway Capital, he spent eight years at Houlihan Lokey
Howard & Zukin, most recently as a Director in the Financial
Restructuring Group and co-head of the New York Distressed M&A
practice.

Mr. Torgove can be reached at:

       SSG Capital Advisors, LP
       445 Park Avenue, Suite 1901
       New York, NY 10022
       Phone: 212-508-0973
       Fax: 212-754-2689

With offices in Philadelphia, New York and Cleveland, SSG Capital
Advisors, LP -- http://www.ssgca.com/-- advises middle market  
businesses nationwide and in Europe that are undercapitalized or
facing turnaround situations.  With more than 100 investment
banking assignments completed in the last five years, the firm is
recognized for its expertise in mergers and acquisitions; private
placements of debt and equity; complex financial restructurings,
and valuations and fairness opinions.  In addition, SSG assists
institutional and individual limited partners, throughout the
country, in selling their private equity fund interests into the
secondary market.


* NachmanHaysBrownstein Names New Philadelphia Marketing Head
-------------------------------------------------------------
NachmanHaysBrownstein, Inc., announced the appointment of Teresa
Kohl as Marketing Director in NHB's Philadelphia-area
headquarters.  

Ms. Kohl will be responsible for overseeing and developing NHB's
strategic marketing program. She will also continue her duties as
a Senior Consultant of NHB, providing advisory and interim
management services to clients in the manufacturing, retail
and service industries.  Her primary focus is on cash management,
collections, trade and creditor relations, and bankruptcy plan
administration.

NachmanHaysBrownstein, Inc. -- http://www.nhbteam.com/-- provides  
leadership for under-performing and troubled companies.  In
addition to the firm's widely recognized turnaround practice, NHB
is committed to helping businesses maximize their value for
owners, investors, creditors and employees.  NHB also plans and
executes transactions on behalf of its clients, such as
refinacings, recapitalizations, reorganizations and strategic
sales.


* Keith Northern Joins NachmanHaysBrownstein as Managing Director
-----------------------------------------------------------------
Keith  M. Northern joined NachmanHaysBrownstein, Inc., as Managing
Director in its Philadelphia-area headquarters office.

Prior to joining NHB, Mr. Northern was a Senior Vice President at
Realization Services, Inc., a turnaround management firm in New
York, where his primary responsibility was marketing.  

Previously, Mr. Northern spent 12 years at Wachovia Bank in
Richmond and Philadelphia, managing a portfolio of distressed
credits in Wachovia's Special Situations Group.  His comprehensive
portfolio of loans included distressed manufacturing,
telecommunications, insurance, media and service-related
borrowers.

Prior to his tenure at Wachovia, Mr. Northern was a real estate
lender at several financial institutions including Bank of
America.

NachmanHaysBrownstein, Inc. -- http://www.nhbteam.com/-- provides  
leadership for under-performing and troubled companies.  In
addition to the firm's widely recognized turnaround practice, NHB
is committed to helping businesses maximize their value for
owners, investors, creditors and employees.  NHB also plans and
executes transactions on behalf of its clients, such as
refinacings, recapitalizations, reorganizations and strategic
sales.


* BOND PRICING: For the week of Feb. 6 - Feb. 10, 2006
------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Adelphia Comm.                        3.250%  05/01/21     3
Adelphia Comm.                        6.000%  02/15/06     3
Adelphia Comm.                        7.500%  01/15/04    60
Adelphia Comm.                        7.750%  01/15/09    67
Adelphia Comm.                        7.875%  05/01/09    67
Adelphia Comm.                        8.125%  07/15/03    67
Adelphia Comm.                        8.375%  02/01/08    69
Adelphia Comm.                        9.250%  10/01/02    69
Adelphia Comm.                        9.375%  11/15/09    69
Adelphia Comm.                        9.500%  02/15/04    67
Adelphia Comm.                        9.875%  03/01/05    69
Adelphia Comm.                        9.875%  03/01/07    70
Adelphia Comm.                       10.250%  06/15/11    73
Adelphia Comm.                       10.250%  11/01/06    69
Adelphia Comm.                       10.500%  07/15/04    68
Adelphia Comm.                       10.875%  10/01/10    70
Allegiance Tel.                      11.750%  02/15/08    24
Allegiance Tel.                      12.875%  05/15/08    27
Amer & Forgn PWR                      5.000%  03/01/30    74
Amer Color Graph                     10.000%  06/15/10    74
American Airline                      9.980%  01/02/13    69
Ames Dept Stores                     10.000%  06/15/10    74
AMR Corp.                            10.125%  06/01/21    74
AMR Corp.                            10.290%  03/08/21    73
Anker Coal Group                     14.250%  09/01/07     0
Antigenics                            5.250%  02/01/25    58
Anvil Knitwear                       10.875%  03/15/07    46
Apple South Inc.                      9.750%  06/01/06     3
Archibald Candy                      10.000%  11/01/07     0
Asarco Inc.                           7.875%  04/15/13    61
Asarco Inc.                           8.500%  05/01/25    62    
At Home Corp.                         4.750%  12/15/06     1
ATA Holdings                         12.125%  06/15/10     4
ATA Holdings                         13.000%  02/01/09     5
Atlantic Coast                        6.000%  02/15/34    12
Atlas Air Inc                         8.770%  01/02/11    57
Autocam Corp.                        10.875%  06/15/14    70
Aviation Sales                        8.125%  02/15/08    54
Avondale Mills                       10.250%  07/01/13    72
Bank New England                      8.750%  04/01/99     7
Bank New England                      9.500%  02/15/96     5
Big V Supermkts                      11.000%  02/15/04     0
BTI Telecom Corp                     10.500%  09/15/07    52
Budget Group Inc.                     9.125%  04/01/06     0
Builders Transpt                      8.000%  08/15/05     0
Burlington North                      3.200%  01/01/45    59
Charter Comm Hld                     10.000%  05/15/11    51
Charter Comm Hld                     10.250%  01/15/10    69
Charter Comm Hld                     11.125%  01/15/11    53
Charter Comm Inc                      5.875%  11/16/09    71
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                  10.000%  05/15/14    53
Ciphergen                             4.500%  09/01/08    75
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    30
Color Tile Inc                       10.750%  12/15/01     0
Comcast Corp.                         2.000%  10/15/29    40
CPNL-Dflt12/05                        4.000%  12/26/06    10
CPNL-Dflt12/05                        4.750%  11/15/23    25
CPNL-Dflt12/05                        6.000%  09/30/14    21
CPNL-Dflt12/05                        7.625%  04/15/06    42
CPNL-Dflt12/05                        7.750%  04/15/09    44
CPNL-Dflt12/05                        7.750%  06/01/15     9
CPNL-Dflt12/05                        7.875%  04/01/08    43
CPNL-Dflt12/05                        8.500%  02/15/11    28
CPNL-Dflt12/05                        8.625%  08/15/10    28
CPNL-Dflt12/05                        8.750%  07/15/07    42
CPNL-Dflt12/05                       10.500%  05/15/06    44
Cray Inc.                             3.000%  12/01/24    75
Cray Research                         6.125%  02/01/11    25
Curagen Corp.                         4.000%  02/15/11    74
Curative Health                      10.750%  05/01/11    61
Dana Corp                             5.850%  01/15/15    68
Dana Corp                             7.000%  03/01/29    68
Dana Corp                             7.000%  03/15/28    69
Decrane Aircraft                     12.000%  09/30/08    73
Delco Remy Intl                       9.375%  04/15/12    39
Delco Remy Intl                      11.000%  05/01/09    46
Delphi Auto System                    6.500%  05/01/09    57
Delphi Corp                           6.500%  08/15/13    57
Delphi Trust II                       6.197%  11/15/33    28
Delta Air Lines                       2.875%  02/18/24    22
Delta Air Lines                       7.700%  12/15/05    20
Delta Air Lines                       7.900%  12/15/09    24
Delta Air Lines                       8.000%  06/03/23    23
Delta Air Lines                       8.187%  10/11/17    61
Delta Air Lines                       8.300%  12/15/29    22
Delta Air Lines                       8.540%  01/02/07    29
Delta Air Lines                       8.540%  01/02/07    38
Delta Air Lines                       8.540%  01/02/07    54
Delta Air Lines                       8.540%  01/02/07    61
Delta Air Lines                       9.000%  05/15/16    23
Delta Air Lines                       9.200%  09/23/14    69
Delta Air Lines                       9.250%  03/15/22    23
Delta Air Lines                       9.250%  12/27/07    17
Delta Air Lines                       9.300%  01/02/10    54
Delta Air Lines                       9.375%  09/11/07    69
Delta Air Lines                       9.450%  02/26/06    54
Delta Air Lines                       9.480%  06/05/06    47
Delta Air Lines                       9.750%  05/15/21    22
Delta Air Lines                       9.875%  04/30/08    72
Delta Air Lines                      10.000%  06/01/10    49
Delta Air Lines                      10.000%  06/01/10    64
Delta Air Lines                      10.000%  06/01/10    69
Delta Air Lines                      10.000%  06/01/11    28
Delta Air Lines                      10.000%  06/05/11    54
Delta Air Lines                      10.000%  06/18/13    63
Delta Air Lines                      10.000%  08/15/08    23
Delta Air Lines                      10.000%  12/05/14    46
Delta Air Lines                      10.060%  01/02/16    62
Delta Air Lines                      10.080%  06/16/07    60
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.080%  06/16/08    58
Delta Air Lines                      10.125%  01/02/10    39
Delta Air Lines                      10.125%  05/15/10    23
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    58
Delta Air Lines                      10.125%  06/16/10    61
Delta Air Lines                      10.375%  02/01/11    23
Delta Air Lines                      10.375%  12/15/22    23
Delta Air Lines                      10.430%  01/02/11    20
Delta Air Lines                      10.500%  04/30/16    62
Delta Mills Inc.                      9.625%  09/01/07    39
Delta Mills Inc.                     10.790%  03/26/14    20
Diva Systems                         12.625%  03/01/08     1
Dura Operating                        9.000%  05/01/09    50
Dura Operating                        9.000%  05/01/09    51
Duty Free Intl                        7.000%  01/15/04     4
DVI Inc.                              9.875%  02/01/04    15
Eagle Food Centre                    11.000%  04/15/05     1
Enrnq-Dflt05/05                       7.375%  05/15/19    39
Epix Medical Inc.                     3.000%  06/15/24    64
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.625%  07/15/10     0
Falcon Products                      11.375%  06/15/09     3
Fedders North AM                      9.875%  03/01/14    64
Federal-Mogul Co.                     7.375%  01/15/06    31
Federal-Mogul Co.                     7.500%  01/15/09    37
Federal-Mogul Co.                     8.160%  03/06/03    32
Federal-Mogul Co.                     8.370%  11/15/01    33
Federal-Mogul Co.                     8.800%  04/15/07    36
Finova Group                          7.500%  11/15/09    34
FMXIQ-DFLT09/05                      13.500%  08/15/05    15
Foamex L.P.-DFLT                      9.875%  06/15/07    17
Ford Motor Cred                       5.150%  01/20/11    74
Ford Motor Cred                       5.250%  03/21/11    73
Ford Motor Cred                       5.500%  10/20/11    74
Ford Motor Cred                       5.650%  12/20/11    73
Ford Motor Cred                       5.750%  02/21/12    73
Ford Motor Cred                       6.000%  01/21/14    75
Ford Motor Cred                       6.000%  03/20/14    71
Ford Motor Cred                       6.000%  03/20/14    71
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  11/20/14    70
Ford Motor Cred                       6.050%  03/20/12    74
Ford Motor Cred                       6.050%  03/20/14    74
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.050%  12/22/14    75
Ford Motor Cred                       6.150%  12/22/14    73
Ford Motor Cred                       6.200%  03/20/15    75
Ford Motor Cred                       6.250%  03/20/15    74
Ford Motor Cred                       6.250%  04/21/14    74
Ford Motor Cred                       6.500%  03/20/15    75
Ford Motor Cred                       6.500%  08/01/18    67
Ford Motor Cred                       6.550%  12/20/13    74
Ford Motor Cred                       6.600%  10/21/13    72
Ford Motor Cred                       6.625%  02/15/28    66
Ford Motor Cred                       7.125%  11/15/25    69
Ford Motor Cred                       7.400%  11/01/46    65
Ford Motor Cred                       7.500%  08/01/26    71
Ford Motor Cred                       7.500%  08/20/32    75
Ford Motor Cred                       7.700%  05/15/97    66
Ford Motor Cred                       7.750%  06/15/43    70
Gateway Inc.                          2.000%  12/31/11    69
General Motors                        7.400%  09/01/25    66
General Motors                        8.100%  06/15/24    71
General Motors                        8.250%  07/15/23    71    
General Motors                        8.375%  07/15/33    73     
General Motors                        8.800%  03/01/21    73
Global Health SC                     11.000%  05/01/08     1
GMAC                                  5.700%  12/15/13    73
GMAC                                  5.900%  02/15/19    72
GMAC                                  6.000%  02/15/19    71
GMAC                                  6.000%  03/15/19    70
GMAC                                  6.000%  03/15/19    71
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  04/15/19    73
GMAC                                  6.000%  09/15/19    71
GMAC                                  6.050%  08/15/19    74
GMAC                                  6.050%  10/15/19    71
GMAC                                  6.100%  09/15/19    70
GMAC                                  6.150%  08/15/19    73
GMAC                                  6.150%  10/15/19    71
GMAC                                  6.200%  04/15/18    73
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.250%  07/15/19    73
GMAC                                  6.250%  12/15/19    71
GMAC                                  6.350%  07/15/19    73
GMAC                                  6.400%  12/15/18    73
GMAC                                  6.650%  10/15/18    73
GMAC                                  6.700%  12/15/19    75
GMAC                                  6.750%  03/15/20    72
GMAC                                  7.000%  11/15/24    74
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    75
Gulf Mobile Ohio                      5.000%  12/01/56    74
Gulf States STL                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    37
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    48
Insight Health                        9.875%  11/01/11    51
Iridium LLC/CAP                      10.875%  07/15/05    27
Iridium LLC/CAP                      11.250%  07/15/05    27
Iridium LLC/CAP                      13.000%  07/15/05    28
Iridium LLC/CAP                      14.000%  07/15/05    27
Isolagen Inc.                         3.500%  11/01/24    54
JTS Corp.                             5.250%  04/29/02     0
Kaiser Aluminum & Chem.               9.875%  02/15/02    51
Kaiser Aluminum & Chem.              10.875%  10/15/06    50
Kaiser Aluminum & Chem.              10.875%  10/15/06    51
Kaiser Aluminum & Chem.              12.750%  02/01/03     6
Kellstrom Inds                        5.500%  06/15/03     1
Key3Media Group                      11.250%  06/15/11     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10    14
Kmart Corp.                           9.350%  01/02/20    26
Kmart Funding                         8.800%  07/01/10    30
Kmart Funding                         9.440%  07/01/18    47
Level 3 Comm. Inc.                    2.875%  07/15/10    71
Level 3 Comm. Inc.                    6.000%  03/15/10    69
Level 3 Comm. Inc.                    6.000%  09/15/09    73
Liberty Media                         3.750%  02/15/30    55
Liberty Media                         4.000%  11/15/29    60
LTV Corp.                             8.200%  09/15/07     0
Macsaver Financl                      7.400%  02/15/02     3
Macsaver Financl                      7.600%  08/01/07     3
MCMS Inc.                             9.750%  03/01/08     0
Merisant Co                           9.500%  07/15/13    63
Metamor Worldwid                      2.940%  08/15/04     1
MHS Holdings Co                      16.875%  09/22/04     0
Moa Hospitality                       8.000%  10/15/07    65
Motels of Amer                       12.000%  04/15/04    68
Movie Gallery                        11.000%  05/01/12    69
MRS Fields                            9.000%  03/15/11    70
MSX Int'l Inc.                       11.375%  01/15/08    66
Muzak LLC                             9.875%  03/15/09    63
Natl Steel Corp.                      8.375%  08/01/06     9
Natl Steel Corp.                      9.875%  03/01/09    10
New Orl Grt N RR                      5.000%  07/01/32    74
Nexprise Inc.                         6.000%  04/01/07     0
North Atl Trading                     9.250%  03/01/12    56
Northern Pacific RY                   3.000%  01/01/47    59
Northern Pacific RY                   3.000%  01/01/47    59
Northwest Airlines                    6.625%  05/15/23    36
Northwest Airlines                    7.248%  01/02/12    13
Northwest Airlines                    7.625%  11/15/23    35
Northwest Airlines                    7.626%  04/01/10    61
Northwest Airlines                    7.875%  03/15/08    36
Northwest Airlines                    8.070%  01/02/15    69
Northwest Airlines                    8.130%  02/01/14    50
Northwest Airlines                    8.700%  03/15/07    36
Northwest Airlines                    8.875%  06/01/06    36
Northwest Airlines                    8.970%  01/02/15    23
Northwest Airlines                    8.970%  01/02/15    25
Northwest Airlines                    9.179%  04/01/10    26
Northwest Airlines                    9.875%  03/15/07    36
Northwest Airlines                   10.000%  02/01/09    35
NTK Holdings Inc.                    10.750%  03/01/14    67
Nutritional Src.                     10.125%  08/01/09    60
NWA Trust                            11.300%  12/21/12    69
Oakwood Homes                         7.875%  03/01/04    14
Oakwood Homes                         8.125%  03/01/09    14
Osu-Dflt10/05                        13.375%  10/15/09     0
O'Sullivan Ind.                      10.630%  10/01/08    61
Outboard Marine                       9.125%  04/15/17     0
Overstock.com                         3.750%  12/01/11    71
Overstock.com                         3.750%  12/01/11    72
PCA LLC/PCA Fin                      11.875%  08/01/09    18
Pegasus Satellite                     9.625%  10/15/05     9
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Pegasus Satellite                    13.500%  03/01/07     0
Pen Holdings Inc.                     9.875%  06/15/08    62
Phar-Mor Inc.                        11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Piedmont Aviat                       10.000%  11/08/12     9
Piedmont Aviat                       10.200%  05/13/12     0
Piedmont Aviat                       10.250%  01/15/49     0
Piedmont Aviat                       10.250%  01/15/49     9
Piedmont Aviat                       10.350%  03/28/11     0
Pinnacle Airline                      3.250%  02/15/25    75
Pixelworks Inc.                       1.750%  05/15/24    67
Pliant-DFLT/06                       13.000%  06/01/10    20
Pliant-DFLT/06                       13.000%  06/01/10    22
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                       11.500%  02/15/06     0
Primedex Health                      11.500%  06/30/08    57
Primus Telecom                        3.750%  09/15/10    31
Primus Telecom                        5.750%  02/15/07    64
Primus Telecom                        8.000%  01/15/14    64
Primus Telecom                       12.750%  10/15/09    57
Psinet Inc.                          10.000%  02/15/05     0
Psinet Inc.                          11.000%  08/01/09     0
Radiologix, Inc.                     10.500%  12/15/08    72
Railworks Corp.                      11.500%  04/15/09     0
Read-Rite Corp.                       6.500%  09/01/04     7
Refco Finance                         9.000%  08/01/12    66
Reliance Group Holdings               9.000%  11/15/00    21
Reliance Group Holdings               9.750%  11/15/03     0
RJ Tower Corp.                       12.000%  06/01/13    72
Salton Inc.                          12.250%  04/15/08    65
Scotia Pac Co                         7.710%  01/20/14    75
Silicon Graphics                      6.500%  06/01/09    64
Solectron Corp.                       0.500%  02/15/34    74
Source Media Inc.                    12.000%  11/01/04     0
Sterling Chem                        11.250%  04/01/07     0
Tekni-Plex Inc.                      12.750%  06/15/10    60
Teligent Inc                         11.500%  12/01/07     0
Tom's Foods Inc.                     10.500%  11/01/04     5
Toys R Us                             7.375%  10/15/18    73
Transtexas Gas                       15.000%  03/15/05     1
Tribune Co                            2.000%  05/15/29    72
Triton Pcs Inc.                       8.750%  11/15/11    67
Triton Pcs Inc.                       9.375%  02/01/11    67
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    45
United Air Lines                      7.371%  09/01/06    58
United Air Lines                      7.762%  10/01/05    68
United Air Lines                      7.870%  01/30/19    64
United Air Lines                      8.250%  04/26/08     3
United Air Lines                      9.020%  04/19/12    71
United Air Lines                      9.350%  04/07/16    68
United Air Lines                      9.560%  10/19/18    70
Univ Health Svcs                      0.426%  06/23/20    58
Universal Stand                       8.250%  02/01/06     1
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     7
US Air Inc.                          10.250%  01/15/49     7
US Air Inc.                          10.700%  01/15/49     3
US Air Inc.                          10.700%  01/15/49    25
US Air Inc.                          10.750%  01/15/49    13
US Air Inc.                          10.750%  01/15/49    25
US Air Inc.                          10.800%  01/01/49     4
US Air Inc.                          10.800%  01/01/49    27
US Air Inc.                          10.800%  01/01/49    28
US Air Inc.                          10.900%  01/01/49     6
US Airways Pass                       6.820%  01/30/14    65
Venture Hldgs                         9.500%  07/01/05     1
Venture Hldgs                        11.000%  06/01/07     1
Venture Hldgs                        12.000%  06/01/09     0
WCI Steel Inc.                       10.000%  12/01/04    69
Werner Holdings                      10.000%  11/15/07    23
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      5.000%  08/01/11    72
Winstar Comm                         10.000%  03/15/08     0
Winstar Comm                         12.750%  04/15/10     0
Wise Metals Grp                      10.250%  05/15/12    69
World Access Inc.                    13.250%  01/15/08     5

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by  
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,  
USA, and Beard Group, Inc., Frederick, Maryland, USA.  Yvonne L.  
Metzler, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Jazel P.
Laureno, Cherry A. Soriano-Baaclo, Marjorie C. Sabijon, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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