T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 2, 2006, Vol. 10, No. 1 Headlines ADELPHIA COMMS: Wants Court to Impose Sanctions on American Land ALPINE TIRE: Case Summary & 20 Largest Unsecured Creditors AMCAST INDUSTRIAL: Section 341(a) Meeting Set for January 23 AMCAST INDUSTRIAL: Wants to Hire Dann Pecar as Bankruptcy Counsel AMERICAN HOUSING: S&P Chips Ratings on $29MM Bonds to BB from BBB- ARMOR MCP: Fitch Puts Low-B Ratings on $8.5 Million Cert. Classes BOCA DEL RIO: Voluntary Chapter 11 Case Summary BOYDS COLLECTION: Files Schedules of Assets & Liabilities CALPINE CALIFORNIA: Voluntary Chapter 11 Case Summary CALPINE CORP: Court Okays Continued Use of Existing Bank Accounts CALPINE CORP: Wants to Continue Using Cash Management System CALPINE CORP: Wants to Walk Away from Acadia Tolling Agreements CATHOLIC CHURCH: Court Approves Portland's Six-Month Budget CATHOLIC CHURCH: Portland Can Share Confidential Proofs of Claim CENTURY/ML CABLE: Establishes $25.6 Million Plan Funding Reserve CENTURY/ML CABLE: Century & ML Media Gets $20M from Sale Proceeds CITIGROUP MORTGAGE: Fitch Rates $3MM Class B4 & B5 Certs. at Low-B COMPUDYNE CORP: Inks Second Amendment to Revolving Credit Pact CHAMPIONSHIP AUTO: Stockholders OK Liquidation & Dissolution Plan CSFB MORTGAGE: Fitch Junks Ratings on Four Certificate Classes DELPHI CORP: Appaloosa Pushes for Equity Panel Appointment DELPHI CORP: Wants Exclusive Plan Filing Period Extended to Aug. 5 DELPHI CORP: Wants More Time to File Notices of Removal DELTA AIR: Court OKs Section 1110(b) Stipulations for 42 Aircrafts DELTA AIR: Judge Beatty Says Fidelity & Mackay Should Leave Panel DELTA AIR: Siemens Wants Carrier to Decide on Executory Contract EMPIRE FUNDING: Fitch Affirms BB Ratings on 2 Certificate Classes ENRON CORP: Court Approves Pioneer Settlement Agreement ENTERGY NEW ORLEANS: Moody's Withdraws Junk Ratings ERA AVIATION: Case Summary & 23 Largest Unsecured Creditors FEDERAL-MOGUL: Has Until April 1 to Make Lease-Related Decisions FIBREX CORDAGE: Case Summary & 20 Largest Unsecured Creditors FIRST HORIZON: Fitch Rates $1 Mil. Class B-4 & B-5 Certs. at Low-B FLYI INC: Judge Walrath Approves Reclamation Claim Protocol FLYI INC: Panel Wants Otterbourg Steindler as Bankruptcy Counsel FLYI INC: Washington Airports Want Claims Paid Before Asset Sale GB HOLDINGS: Committee Wants to Hire Mesirow as Financial Advisors GSR MORTGAGE: Fitch Assigns Low-B Ratings on $3.6-Mil Class Certs. HANDEX GROUP: Files Schedules of Assets and Liabilities HILTON HOTELS: Acquisition Plan Prompts Fitch's Negative Watch HILTON HOTELS: Lodging Asset Purchase Prompts S&P's Negative Watch HILTON HOTELS: Moody's Reviews Pref. Debt Shelf's (P)Ba2 Rating HORIZON NATURAL: Liquidating Trustee Settles Suit Against MMI IDYIA INC: Files Notice of Intention Under BIA in Canada INTEGRATED HEALTH: IRS Says $27 Mil. Claim Was Inadvertently Filed INTEGRATED HEALTH: Wants Removal Period Extended to March 6 JP MORGAN: Fitch Puts Low-B Ratings on $255,700 Cert. Classes JP MORGAN: Fitch Rates $78.7 Million Class Certificates at Low-B KONA PARTNERS: Case Summary & 4 Largest Unsecured Creditors LEGACY ESTATE: Growers Want their Own Committee MCI INC: Gets Court Nod to Distribute Verizon Common Stock METABOLIFE INT'L: Creditors Must File Proofs of Claim by Jan. 17 METABOLIFE INT'L: US Trustee Appoints 5-Member Retailers Committee MILACRON INC: Weak Performance Prompts S&P to Junk Ratings MIRANT: NY-Gen Grahamsville Plant Gives Assets to New York City MIRANT CORP: San Diego Receives $31.8 Million from Settlement NATIONAL ENERGY: Court Approves Caledonia & NEG Settlement Deals NEW CHOICE: Case Summary & 20 Largest Unsecured Creditors NORTHWEST AIRLINES: Citicorp Wants Key to Cash Collateral Account NORTHWEST: Court Approves Continued Use of JPMorgan Collateral NORTHWEST AIRLINES: Wants to Modify Retiree Medical Benefits NORTHWEST AIR: Mechanics' Union Rejects Settlement Offer OWENS CORNING: Files Fifth Amended Plan of Reorganization in Del. OWENS CORNING: Ad Hoc Equity Panel Wants Official Committee Named OWENS CORNING: Asks Court to Approve Asahi Share Purchase Accord OWENS CORNING: Equity Panel Wants Shareholders' Meeting Convened PARMALAT USA: Assigns New Jersey Tax Refund to Farmland Dairies PHRIPP INC.: Case Summary & 6 Largest Unsecured Creditors RESIDENTIAL ACCREDIT: Fitch Rates Class B-1 & B-2 Certs. at Low-B RESIDENTIAL ASSET: Fitch Puts BB+ Rating on $1.4MM Class B Certs. RESIDENTIAL FUNDING: Fitch Rates $1.5 Mil. Class B Certs. at Low-B RIVIERA HOLDINGS: Investor's Filing Earns S&P's Developing Watch RIVIERA HOLDINGS: Moody's Revises Outlook to Negative ROAMING MESSENGER: Secures $1.2 Million Loan from Cornell Capital SAV-ON LTD: Committee Taps Bracewell & Giuliani as Ch. 11 Counsel SAXON ASSET: Fitch Junks Rating on Class BF-1 Certificates SHOPKO STORES: Holders Tendered $94,301,000 of 9-1/4% Senior Notes SOLUTIA INC: Has Until April 10 to File Plan of Reorganization STRATUS SERVICES: Sells Assets of Two Calif. Offices to Tri-State TENFOLD CORPORATION: Obtains $600,000 Interim Loans from Directors UAL CORP: Majority of Creditors Accept Plan of Reorganization URBAN HOTELS: Wants M. Jonathan Hayes as Bankruptcy Counsel URBAN HOTELS: Bankruptcy Schedules Due Tomorrow URBAN HOTELS: U.S. Trustee Will Meet with Creditors on January 17 US AIRWAYS: Asks Court to Disallow BofA's Multi-Mil. Admin. Claims US AIRWAYS: Gets Court Okay to Establish Disputed Claims Reserve WACHOVIA BANK: Fitch Puts Low-B Ratings on $63.4 Mil. Certificates WESTERN IOWA: Court Approves McGill Gotsdiner as Bankr. Counsel WESTERN IOWA: Section 341(a) Meeting Slated for January 13 WORLDCOM INC: Court Approves PPON Claim Settlement WORLDCOM INC: Gets Court Nod to Distribute Verizon Common Stock * BOND PRICING: For the week of Dec. 26 - Dec. 30, 2005 ********* ADELPHIA COMMS: Wants Court to Impose Sanctions on American Land ---------------------------------------------------------------- Adelphia Communications Corporation and its debtor-affiliates ask Judge Robert E. Gerber for: a. an order enforcing the automatic stay and enjoining American Land Housing Group, Inc., and Mariner's Cay a/k/a The Cove at Scotia Plantation Homeowners' Association from disrupting the Debtors' ability to continue providing services to residents of The Cove at Scotia Plantation; and b. a civil contempt order imposing sanctions on American Land and the Homeowners' Association for an amount not less than the Debtors' attorneys' fees and costs. According to Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher, in New York, American Land and the Homeowners' Association disrupted the Debtors' ability to provide cable services by: -- violating a Broadband Installation and Services Agreement dated May 10, 1999, between American Land and Comcast Cablevision of West Palm Beach, Inc.; or -- permitting another cable services provider to use the Debtors' wiring, cable equipment and appurtenant devices installed at the Plantation. Debtor Adelphia Cablevision of Boca Raton, Inc., succeeded Comcast Cablevision under the Broadband Agreement, Mr. Shalhoub relates. The Agreement grants the Debtor the exclusive right to provide cable services at the Plantation. The Agreement, having an initial term of 15 years, is not scheduled to expire until May 9, 2014. Broadband Agreement Violation By e-mail dated October 5, 2005, the ACOM Debtors learned that another cable services provider had disrupted Adelphia Boca's provision of services and interfered with the Debtor's property at the Plantation -- e.g., cutting Adelphia Boca's cable wiring, terminating the Debtor's cable services. The ACOM Debtors believe that the Alternate Provider's actions were carried out with American Land and the Association's knowledge and consent. "Pursuant to the [Broadband] Agreement, Adelphia owns the exclusive right to provide cable services at the [Plantation]," Mr. Shalhoub insists. "[A]ll of the equipment and appurtenant devices installed at the Premises . . . remain the property of Adelphia at all times." After learning about the Alternate Provider, Adelphia Boca informed American Land and the Association of the operation of the automatic stay in the ACOM Debtors' Chapter 11 cases. Adelphia made it clear to American Land and the Association that their actions permitting the Alternate Provider to disrupt the Debtor's provision of services constituted violation of the Debtor's rights, and thus a violation of the stay. Agreement Termination Harms Debtor Adelphia Boca will incur considerable damages from termination of service and unlawful use of its property, Mr. Shalhoub asserts. Unless enjoined from doing so, the ACOM Debtors believe that American Land and the Association will: -- continue to violate Adelphia Boca's exclusive rights under the Agreement; -- continue to permit the Alternate Provider to access Adelphia Boca's Property; -- convert that Property and permit a third-party multi- channel provider to use or tamper with Adelphia Boca's cable television system; and -- interfere with Adelphia Boca's legally enforceable and exclusive rights to construct, operate and maintain its cable system at the Plantation. The Court should therefore enforce the stay to preserve the status quo until American Land and the Association have obtained relief from stay or the parties' rights have been fully and fairly adjudicated, Mr. Shalhoub concludes. Headquartered in Coudersport, Pennsylvania, Adelphia Communications Corporation (OTC: ADELQ) is the fifth-largest cable television company in the country. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital video services, high-speed Internet access and other advanced services over its broadband networks. The Company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No. 118; Bankruptcy Creditors' Service, Inc., 215/945-7000) ALPINE TIRE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Alpine Tire Service of Spokane No 1, Inc. aka Alpine Tire, Inc. East 3511 Trent Avenue Spokane, Washington 99202 Bankruptcy Case No.: 05-11509 Type of Business: The Debtor is a tire dealer. The Debtor also provides automotive repair and maintenance services. Chapter 11 Petition Date: December 29, 2005 Court: Eastern District of Washington (Spokane/Yakima) Debtor's Counsel: David E. Eash, Esq. Huppin Ewing Anderson & Paul 221 North Wall, Suite 500 Spokane, WA 99201 Tel: (509) 838-4261 Estimated Assets: $1 Million to $10 Million Estimated Debts: $1 Million to $10 Million Debtor's 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Goodyear Tire $65,000 P.O. Box 841253 Dallas, TX 75284 Wells Fargo $35,500 P.O. Box 54349 Los Angeles, CA 90054 US Bank $19,000 P.O. Box 790179 St. Louis, MO 6319 MBNA America $11,050 P.O. Box 15137 Wilmington, DE 19886 Richards Refrigeration $10,365 3122 E. Glass Spokane, WA 99207 Garquest $9,600 Financial Public $9,000 Elkins Partnership $6,000 Moen Sales $6,000 Carpenter Co. $5,500 Hagadone Directories $5,519 Avista Utilities $5,124 Commercial Lending $5,000 Northwest Business Finance $4,950 Security Life $4,200 Eljay Oil $4,000 Wingfoot Commercial Tire $3,066 Tire Centers, Inc. $3,000 ASA Tire System $2,819 Naxtel Communicators $2,734 AMCAST INDUSTRIAL: Section 341(a) Meeting Set for January 23 ------------------------------------------------------------ The U.S. Trustee for Region 10 will convene a meeting of Amcast Industrial Corporation and its debtor-affiliate's creditors at 2:00 p.m., on Jan. 23, 2006, at Room 416-B, U.S. Courthouse, 46 E. Ohio Street in Indianapolis, Indiana. This is the first meeting of creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases. 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 Fremont, Indiana, Amcast Industrial Corporation, manufactures and distributes technology-intensive metal products to end-users and suppliers in the automotive and plumbing industry. The Company and four debtor-affiliates previously filed for chapter 11 protection on Nov. 30, 2004. The U.S. Bankruptcy Court for the Southern District of Ohio confirmed the Debtors' Third Amended Joint Plan of Reorganization on July 29, 2005. The Debtors emerged from bankruptcy on Aug. 4, 2005. The Company and its debtor-affiliate, Amcast Automotive of Indiana, Inc., filed for a second chapter 11 protection on Dec. 1, 2005 (Bankr. S.D. Ind. Case No. 05-33323). David H. Kleiman, Esq., and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C., represent the Debtors in their restructuring efforts. When the Debtor and its affiliate filed for protection from their creditors, they listed total assets of $97,780,231 and total liabilities of $100,620,855. AMCAST INDUSTRIAL: Wants to Hire Dann Pecar as Bankruptcy Counsel ----------------------------------------------------------------- Amcast Industrial Corporation and its debtor-affiliate, Amcast Automotive of Indiana, Inc., ask the U.S. Bankruptcy Court for the Southern District of Indiana for permission to employ Dann, Pecar, Newman & Kleiman, P.C., as their general bankruptcy counsel. Dann Pecar will: 1) assist and advise the Debtors with respect to their rights, duties and powers in their chapter 11 cases and in their consultations relative to the administration of their cases; 2) assist the Debtors in analyzing claims of their creditors and in negotiating with those creditors and in the analysis of and negotiations with any third party concerning matters related to the terms of a proposed plan of reorganization; 3) represent the Debtor at all Court hearing and proceedings; 4) analyze and review all applications, orders, statements of operations and schedules filed with the Court and advise the Debtors of the propriety of those filings; 5) assist the Debtors in preparing pleadings and applications as may be necessary in furthering their interests and objectives of their chapter 11 cases; and 6) perform all other necessary legal services to the Debtors in accordance with their powers and duties pursuant to the Bankruptcy Code. James P. Moloy, Esq., a member of Dann Pecar, is one of the lead attorneys for the Debtors. Mr. Moloy discloses that his Firm received a $25,000 retainer. Court records do not show how much Dann Pecar will charge the Debtors for its professional services. Dann Pecar assures the Court that it does not represent any interest materially adverse to the Debtors and is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. Headquartered in Fremont, Indiana, Amcast Industrial Corporation, manufactures and distributes technology-intensive metal products to end-users and suppliers in the automotive and plumbing industry. The Company and four debtor-affiliates previously filed for chapter 11 protection on Nov. 30, 2004. The U.S. Bankruptcy Court for the Southern District of Ohio confirmed the Debtors' Third Amended Joint Plan of Reorganization on July 29, 2005. The Debtors emerged from bankruptcy on Aug. 4, 2005. The Company and its debtor-affiliate, Amcast Automotive of Indiana, Inc., filed for a second chapter 11 protection on Dec. 1, 2005 (Bankr. S.D. Ind. Case No. 05-33323). David H. Kleiman, Esq., and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C., represent the Debtors in their restructuring efforts. When the Debtor and its affiliate filed for protection from their creditors, they listed total assets of $97,780,231 and total liabilities of $100,620,855. AMERICAN HOUSING: S&P Chips Ratings on $29MM Bonds to BB from BBB- ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its rating on American Housing Foundation, Texas' $88.7 million series 2003A bonds to 'AA-' from 'AA', its rating on the foundation's $56 million series 2003A-T bonds to 'AA-' from 'AA', its rating on the foundation's $74.6 million series 2003B bonds to 'BBB' from 'A', and its rating on the foundation's $29 million series 2003C bonds to 'BB' from 'BBB-'. The outlook is stable. The bonds were issued by various issuers. The downgrades reflect lower than anticipated operating performance based on fiscal 2004 audited financial statements. The Dec. 31, 2004, audited financial statements indicate that the issue is performing below underwritten levels. This is a result of significantly lower effective gross income and higher than anticipated expenses. Underwritten debt service coverage levels were 2.32x for senior debt, 1.52x for subordinate debt, and 1.25x for junior subordinate debt. Actual debt service coverage based on the 2004 audited statements, and year-to-date November 2005 unaudited financial statements have been below the underwritten levels. The original underwritten net operating income for the entire pool of properties was approximately $17.9 million. The actual performance of the pool based on the fiscal Dec. 31, 2004, audited financial statements indicate that the net operating income was approximately $3 million lower than the original projected levels. Net operating income for the Austin and Dallas, Texas properties experienced the biggest difference, with the Austin property approximately $1.3 million below projections, and the Dallas property approximately $1.2 million below projections. The Oklahoma properties experienced about $500,000 lower NOI income, and the Phoenix properties were approximately $200,000 below projected levels. The Florida properties experienced higher than anticipated NOI of approximately $100,000. Year-to-date unaudited financial statements through November 2005 indicate that the performance of the pool has improved in 2005, however, NOI and debt service coverage levels are still expected to be below underwritten levels. Annualized year-to-date financial statements through November 2005 indicate NOI of approximately $17 million, roughly $800,00 below underwritten, but significantly better than the $3 million below underwritten levels based on the 2004 audited statements. However, the actual fiscal 2005 NOI cannot be determined until the Dec. 31, 2005, audited financial statements are provided. ARMOR MCP: Fitch Puts Low-B Ratings on $8.5 Million Cert. Classes ----------------------------------------------------------------- Fitch rates the securities of Armor MCP 2005-1 L.P. The rating on the securities addresses the timely payment of interest and ultimate repayment of principal upon maturity. -- $12,810,000 class B-1 notes, 'AA+'; -- $5,693,000 class B-2 notes, 'AA'; -- $4,270,000 class B-3 notes, 'AA-'; -- $4,270,000 class B-4 notes, 'A+'; -- $3,558,000 class B-5 notes, 'A'; -- $2,135,000 class B-6 notes, 'A-'; -- $2,135,000 class B-7 notes, 'BBB+'; -- $2,562,000 class B-8 notes, 'BBB'; -- $996,000 class B-9 notes, 'BBB-'; -- $1,851,000 class B-10 notes, 'BB+'; -- $1,423,000 class B-11 notes, 'BB'; -- $1,423,000 class B-12 notes, 'BB-'; -- $1,424,000 class B-13 certificates, 'B+'; -- $996,000 class B-14 certificates, 'B'; -- $1,423,000 class B-15 certificates, 'B-'. The transaction is a synthetic balance sheet securitization that references a $1.42 billion diversified portfolio of primarily jumbo, A-quality, first lien residential mortgage loans of which approximately 68% pay variable rate. The ratings are based upon the credit quality of the reference portfolio, the credit enhancement provided by subordination for each tranche, the financial strength of LaSalle Bank Corporation, as the swap counterparty, yield on deposits placed at an 'F1+' rated deposit bank, or net return through a hedge agreement with a hedge counterparty rated 'F1+', and the sound legal structure of the transaction. The reference portfolio consists of mortgage loans originated and serviced by ABN AMRO Mortgage Group, Inc. The issuers have entered into a credit default swap with LaSalle, documented under an International Swaps and Derivatives Association agreement, and receive a premium in return for credit protection on the reference portfolio. The proceeds from the issuance of the securities will be deposited in a U.S. dollar-denominated demand deposit account maintained by ABN AMRO and governed by the deposit account agreement. The deposit bank will be obligated to pay interest in arrears at an annual rate equal to LIBOR minus 0.08%. If at any time, the deposit bank fails to satisfy Fitch's minimum rating for a deposit bank, the trustee will be required to withdraw all funds from the deposit account and reinvest the principal amount of such funds at the direction of the CDS counterparty in other eligible investments consisting of short-term government securities and/or agency securities within five business days after such failure. The collateral, in the form of the demand deposit or eligible investments, is pledged first to the counterparty to reimburse for credit losses on the reference portfolio during the term of the CDS and second to the noteholders for repayment of principal at maturity. Interest earned on the collateral during the term of the CDS is used in combination with the premium from LaSalle to make monthly security payments. BOCA DEL RIO: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Boca Del Rio Properties, Inc. aka Hamilton Court Apartments, Inc. 4024 Pirate's Beach 4014 Warchest Court Galveston, Texas 77554 Bankruptcy Case No.: 05-83456 Chapter 11 Petition Date: December 28, 2005 Court: Southern District of Texas (Galveston) Judge: Letitia Z. Clark Debtor's Counsel: Gerson D. Bloom, Esq. Gerson D. Bloom, P.C. P.O. Box 2561 2719 Broadway Galveston, Texas 77553 Tel: (409) 763-6334 Fax: (409) 765-5412 Estimated Assets: Unknown Estimated Debts: $1 Million to $10 Million The Debtor did not file a list of its 20 largest unsecured creditors. BOYDS COLLECTION: Files Schedules of Assets & Liabilities --------------------------------------------------------- The Boyds Collection, Ltd., and its debtor-affiliates delivered their Schedules of Assets and Liabilities to the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, disclosing: The Boyds Collection Ltd. ------------------------- Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $358,186 B. Personal Property 14,549 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $57,737,024 E. Creditors Holding Unsecured Priority Claims $37,706 F. Creditors Holding 12,799,011 Unsecured Nonpriority Claims -------- ----------- Total $372,735 $57,774,730 The Boyds Collection Ltd. LP ---------------------------- Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $12,860,398 B. Personal Property 29,776,141 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $57,730,000 E. Creditors Holding Unsecured Priority Claims 1,511,800 F. Creditors Holding 38,378,462 Unsecured Nonpriority Claims ----------- ----------- Total $42,636,539 $97,620,262 The Boyds Collection - Pigeon Forge LLC --------------------------------------- Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property $15,287,144 B. Personal Property 2,373,787 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $58,116,942 E. Creditors Holding Unsecured Priority Claims 146,725 F. Creditors Holding 28,838 Unsecured Nonpriority Claims ----------- ----------- Total $17,660,931 $58,292,505 Boyds Operations Inc. disclosed $9,791 in total assets and $57,731,313 in total liabilities. Boyds Bear and Company, LP, discloses $7,964 in total assets and $57,730,000 in total liabilities. The Debtor's remaining four affiliates: * The Boyds Collection - Myrtle Beach, LLC * The Boyds Collection - Branson, LLC * J&T Designs and Imaginations, Inc., and * HC Accents & Associates, Inc., all report unknown assets and the same $57,730,000 in total liabilities. A chart showing Boyds Collection, Ltd.'s corporate ownership structure is available at http://ResearchArchives.com/t/s?3f6at no charge. The Debtors tell the Court that their schedules: (a) reflect real property's book value since it was expensive and burdensome to obtain current market valuation, (b) do not purport to represent financial statements prepared in accordance with Generally Accepted Accounting Principles, and (c) are not intended to fully reconcile to any financial statements otherwise prepared or distributed by the Debtor. Headquartered in McSherrystown, Pennsylvania, The Boyds Collection, Ltd. -- http://www.boydsstuff.com/-- designs and manufactures unique, whimsical and "Folksy with Attitude(SM)" gifts and collectibles, known for their high quality and affordable pricing. The Company and its debtor-affiliates filed for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case No. 05-43793). Matthew A. Cantor, Esq., at Kirkland & Ellis LLP represents the Debtors in their restructuring efforts. As of June 30, 2005, Boyds reported $66.9 million in total assets and $101.7 million in total debts. CALPINE CALIFORNIA: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Lead Debtor: Calpine California Equipment Finance Company, LLC 50 West Fernando Street San Jose, California 95113 Bankruptcy Case No.: 05-60464 Debtor affiliates filing separate chapter 11 petitions: Entity Case No. ------ -------- Calpine KIA, Inc. 05-60465 Calpine Power Management, LP 05-60466 Rumford Power Associates, LP 05-60467 Whatcom Cogeneration Partners, LP 05-60468 Calpine East Fuels, LLC 05-60476 Geothermal Energy Partners, LLC 05-60477 Type of Business: The Debtors are affiliates of Calpine Corp. Calpine Corp. and some of its affiliates filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Calpine Corp. and its debtor-affiliates' chapter 11 filing was reported in the Troubled Company Reporter on Dec. 22, 2005. Chapter 11 Petition Date: December 27, 2005 Court: Southern District of New York (Manhattan) Debtors' Counsel: Matthew Allen Cantor, Esq. Kirkland & Ellis LLP Citigroup Center 153 East 53rd Street New York, New York 10022-4611 Tel: (212) 446-4800 Fax: (212) 446-4900 Estimated Assets Estimated Debts ---------------- --------------- Calpine California Equipment $0 to $50,000 $0 to $50,000 Finance Company, LLC Calpine KIA, Inc. $10 Million to $10 Million to $50 Million $50 Million Calpine Power Management, LP $10 Million to $10 Million to $50 Million $50 Million Rumford Power Associates, LP $50 Million to $50 Million to $100 Million $100 Million Whatcom Cogeneration $50 Million to $0 to $50,000 Partners, LP $100 Million Calpine East Fuels, LLC Less than $50,000 Less than $50,000 Geothermal Energy Partners, Less than $50,000 Less than $50,000 LLC The Debtors' list of their 20 largest unsecured creditors was not available at press time. CALPINE CORP: Court Okays Continued Use of Existing Bank Accounts ----------------------------------------------------------------- Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, relates that the United States Trustee generally requires a debtor-in-possession to close all prepetition bank accounts and open new debtor-in-possession bank accounts. In addition, the United States Trustee may require a debtor-in-possession to maintain separate accounts for cash collateral and taxes. However, he points out that in complex Chapter 11 cases, like the Calpine Corporation and its debtor-affiliates' cases, courts in the Southern District of New York often waive the requirements, recognizing that these are often impractical and potentially detrimental to a debtor's postpetition business operations and restructuring efforts. Moreover, because the Debtors have the capability to draw the necessary distinctions between pre- and post-petition obligations and payments without closing the prepetition bank accounts and opening new ones, the Debtors' creditors will not be prejudiced. Accordingly, the Debtors sought and obtained the U.S. Bankruptcy Court for the Southern District of New York's authority, on an interim basis, to continue using their existing bank accounts with the same names and account numbers as existed immediately prior to the Chapter 11 cases. The Court waives the requirement to establish separate accounts for cash collateral and tax payments. The Debtors are authorized to deposit funds in and withdraw funds from the bank accounts by all usual means and to otherwise treat the prepetition bank accounts for all purposes as debtor-in- possession accounts. 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. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) CALPINE CORP: Wants to Continue Using Cash Management System ------------------------------------------------------------ In the ordinary course of business, and as is common with large, complex businesses, the Calpine Companies maintain an integrated Cash Management System that provides well-established mechanisms for the collection, concentration, management and disbursement of funds used in their domestic operations. The Cash Management System consists of over 600 bank accounts which is essential to enable the Calpine Companies to centrally control and monitor corporate funds, invest idle cash, ensure cash availability and liquidity, comply with the requirements of its numerous financing agreements, and reduce administrative expenses by facilitating the movement of funds and enhance the development of accurate account balance and presentment information. These controls are crucial given the significant volume of cash transactions -- approaching $20,000,000,000 -- managed through the Cash Management System. The Cash Management System is comprised of several accounts maintained at the corporate level by the parent entity, Calpine Corporation, accounts at Calpine Energy Services, LP, a wholly owned subsidiary of Calpine, and many other accounts maintained at the 92 power generating companies or alternative fuel and generation and processing projects. Many of the Projects have various agency agreements with CES. The Agency Agreements, which generally have extended terms, provide for CES to, among other things: (i) procure or manage fuel requirements for the Projects; (ii) meet external performance standards for transmission of electricity; and (iii) either, take all of the excess electrical power generated by a Project for a fixed or indexed price or, negotiate and manage, as agent, the sale of power from the Projects' facilities. In most cases, because CES manages the natural gas input and the power output, CES is an essential conduit by which many of the relevant Projects operate their businesses. The cash management arrangements of each of the Projects vary according to each of the Project's relationship with CES, as well as whether the financing agreements with the applicable financial institutions require the Project to segregate cash into restricted trust accounts. The principal components of the Cash Management System: I. The Corporate Accounts A. The Corporate Concentration Account maintained at the Union Bank of California. Funds deposited in this account are generated primarily from the operations of CES and the waterfalls the various Projects. B. Transfers from the Corporate Concentration Account go to the: * Master Disbursement Account to fund various payments including fuel and disbursements to third parties; * Payroll Accounts for all employee-related obligations; * Overnight Investment Account where excess cash from the Corporate Concentration Account is automatically swept at the end of each day; and * Investment Accounts where funds are invested in accordance with Calpine's investment guidelines. II. The CES Subsystem A. Settlement for the sale of power that CES purchases from the Projects and third parties is put into an account at the Union Bank of California. Sometimes, the funds expected to be received are offset by amounts that CES may owe to a customer or counter party for either the purchase of power or natural gas; and B. Revenue account sweeps are funds in the CES account that are swept into the Corporate Concentration Account daily. Funds are subsequently returned to one or more disbursement accounts to meet the payment of obligations to third parties for the purchase of fuel. III. The Project Level Cash Management Subsystem A. The Financed Project Subsystem -- Certain of the Projects consist of power generating companies that have arrangements with direct Project lenders that require cash generated from the sale of their power to intercompany customers or directly to third parties to be deposited into cash subsystems, consisting of one or multiple accounts, depending on the Project. Most of these Waterfall Accounts are defined in the credit agreements or leases of the Projects. The principal components of the cash management subsystem associated with the Waterfall Accounts: * Transfers from CES and other customers; and * Transfers from the Waterfall Accounts and other accounts; B. The Unfinanced Project Subsystem -- A small number of Projects do not have arrangements with financial institutions that require them to segregate cash or to apply the cash proceeds of the sale of power into a waterfall. The unfinanced project companies still reimburse Calpine for the various employee services, administrative costs and payments made on that Company's behalf. After all of a Project's direct costs and Calpine reimbursements are paid, the remaining funds may be available to Calpine for other general uses. IV. Non-U.S. Affiliates maintain bank accounts at U.S. and non- U.S. financial institutions to facilitate the operation of their businesses and otherwise fulfill financial and contractual requirements with lenders and suppliers. These affiliates are linked to the Cash Management System primarily through periodic disbursements to Calpine or through Calpine's funding of the non-U.S. affiliates' capital or operational requirements. To facilitate Calpine Corporation and its debtor-affiliates' transition into Chapter 11 operations, the Debtors sought and obtained the U.S. Bankruptcy Court for the Southern District of New York's authority to continue using their integrated Cash Management System on an interim basis. Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York, contends that given the substantial size and complexity of the Debtors' business operations, a successful reorganization of the Debtors' businesses cannot be achieved if the Debtors' cash management procedures are substantially disrupted. Mr. Cieri also notes that the Cash Management System, with only slight variations made over time in the ordinary course of business, has been used for at least nine years and constitutes a customary and essential business practice. Preserving "business as usual" and avoiding the unnecessary distractions that inevitably would be associated with any substantial disruption of the Cash Management System will facilitate the Debtors' stabilization of their postpetition business operations and will assist the Debtors in their reorganization efforts. In addition, given the Debtors' corporate and financial structure and the number of affiliated entities, reaching about 400, participating in the Cash Management System, it would be difficult and unduly burdensome for the Debtors to establish a new cash management for each separate legal entity. 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. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000) CALPINE CORP: Wants to Walk Away from Acadia Tolling Agreements --------------------------------------------------------------- On Dec. 21, 2005, Calpine Corporation asked the U.S. Bankruptcy Court for the Southern District of New York to reject two 20-year tolling agreements with CES and Acadia Power Partners, LLC, a limited liability company whose members are CAH and Acadia Power Holdings, LLC, a wholly owned subsidiary of Cleco Corporation (NYSE:CNL). Each member owns a 50% membership interest in APP. APP owns a 1,160-megawatt, natural gas-fired power plant near Eunice, Louisiana. The Court has scheduled a hearing to consider the Debtor's request on Jan. 5, 2006. About Cleco Corp. Cleco Corp. -- http://www.cleco.com/-- is a regional energy services provider headquartered in Pineville, Louisiana. It operates a regulated electric utility company that serves approximately 265,000 customers across Louisiana. Cleco also operates a wholesale energy business with nearly 1,400 megawatts of generating capacity. About Calpine Corp. 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. CATHOLIC CHURCH: Court Approves Portland's Six-Month Budget ----------------------------------------------------------- The Archdiocese of Portland in Oregon requires the continued use of funds and investments held in accounts located at Key Bank and Union Bank of California for its ordinary day-to-day operations. The funds in the Archdiocesan Loan and Investment Program also are needed to fund building projects at parishes and schools and some expenditures. Portland has prepared a budget, which sets forth the estimated cash to be used for day-to-day operations, and lists, which sets forth anticipated expenditures from the ALIP and Catholic Education Endowment Fund for the period from January 1, 2006, through June 30, 2006. A copy of the budget and lists is available at no charge at: http://bankrupt.com/misc/portland_4th_operating_budget.pdf To preserve the viability of Portland, the parishes and the schools, to allow them to continue to operate in the ordinary course, and to provide adequate oversight over Portland's use and administration of the funds and investments in the Accounts, Portland and the Official Committee of Tort Claimants in Portland's case have agreed that Portland may continue to utilize the funds and investments in the Accounts and in accordance with the Operating budget, the ALIP budget, and the CEEF. Portland will use the funds in the Accounts only in the amounts and for the uses set forth in the Operating budget, the ALIP Budget, and the CEEF Budget. The parties agree that: (a) Portland may use the funds and investments in the Accounts only in the amounts and for the purposes described in the Operating Budget, the ALIP Budget, and the CEEF Budget through and including June 30, 2006. The Budget Period may be extended by further stipulation and Court order. So long as Portland's total Operating Budget expenditures do not exceed the aggregate amount, Portland's Operating Budget expenditures for any line item may exceed the amount budgeted for that line item by a factor of no more than 20% of the budgeted amount. (b) Portland will be authorized to make disbursements of ALIP and CEEF funds not provided in the ALIP Budget and CEEF Budget pursuant to these procedures: (1) Upon a request for a disbursement not provided for in the ALIP or CEEF Budget for an aggregate of $40,000 or less, within a six-month period, for repairs, maintenance, or other normal operating expenses, but excluding capital expenditures and other out of the ordinary transactions, and if the request complies with the established guidelines and for making for making the disbursement, Portland will be authorized to make the disbursement without further notice or Court order. (2) Upon a request for a disbursement not provided for in the ALIP Budget or CEEF Budget that is either (i) for a capital expenditure, or (ii) in excess of an aggregate of $40,000, within a six-month period, and if the request complies with the established guidelines and procedures for making the disbursement, then before making the disbursement, Portland will provide the Portland Tort Committee with 10 business days' prior written notice setting forth the name of the participant, the amount of the request, and a description of the purpose for the requested disbursement. (3) If no written objection is received from the Committee within the 10-day period, Portland will be authorized to make the requested disbursement without further Court notice or order. If the Committee objects to the disbursement, it will, within the 10-day period, provide Portland with written notice of its objection. (4) Upon receipt of the objection, Portland will not make the disbursement without first obtaining a written withdrawal from the Committee of its objection, or pursuant to a Court order after 20 days' notice and an opportunity for hearing to the participant requesting the disbursement, the Committee, the 20 largest unsecured trade creditors, the U.S. Trustee, and all parties requesting special notice. Judge Perris approves the stipulation. The Archdiocese of Portland in Oregon filed for chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. (Catholic Church Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000) CATHOLIC CHURCH: Portland Can Share Confidential Proofs of Claim ---------------------------------------------------------------- As previously reported in the Troubled Company Reporter on May 31, 2005, the Archdiocese of Portland in Oregon sought authority from the U.S. Bankruptcy Court for the District of Oregon to disclose 19 confidential proofs of claim to certain additional parties. The Court's Bar Date Order dated January 3, 2005, provides, in part, for proofs of claim based on child abuse or knowingly allowing, permitting, or encouraging child abuse, to be filed confidentially by Portland's claims agent. The claims would be designated as "Unknown/Confidential" together with the claim amount if an amount were listed in the proof of claim. No other information was to be placed in the creditor record. These proofs of claim were to be segregated by Portland's claims agent and kept under seal to maintain confidentiality until further court order. * * * Judge Perris direct the Archdiocese of Portland in Oregon to disclose and provide complete copies of the confidential proofs of claim and other related confidential documents filed by the claimants with Portland's Claims Agent or the Court, to these additional parties: -- Hamilton, Rabinovitz & Alschuler, Inc.; -- Attorneys and experts for the Tort Claimants Committee; -- The Future Claimants Representative, his attorneys and experts; -- Attorneys for the Tort Committee members; and -- Each entity that may potentially be liable with Portland on account of a claim, and the entity's attorneys and insurers, provided that the entities will be entitled to disclosure of the Confidential Claims Documents applicable only to those claims where they may have potential liability and will not be entitled to disclosure of any other Confidential Claims Documents. To the extent the additional parties have access to or receive copies of Confidential Claims Documents, the parties and their agents will: (a) retain in confidence, and not disclose, the identities of the claimants who filed Confidential Claims Documents or any personal identifying information contained in the documents; (b) not initiate contact with any claimant who is not represented by an attorney, except for HR&A, as it deems reasonably necessary to gather additional information for estimating future claims, and the attorneys for the Creditors Committee, solely for the purpose of disseminating information to all tort claimants in the case; and (c) not give access to any Confidential Claims Documents to anyone other than persons entitled to receive the documents, except that copies of Confidential Claims Documents may be made available to Creditors Committee members if the identities of the claimants and all personal identifying information contained have first been redacted from the copies of the Confidential Claims Documents that are disclosed. In addition, Portland, its insurers, or the additional parties may give access to, or provide copies of any Confidential Claims Documents to the Court or any other federal court judge, provided that the disclosure is made in a confidential manner, or, if any Confidential Claims Documents are filed with a Court, the filing is made under seal. Copies of Confidential Claims Documents produced pursuant to the Order will be deemed confidential and subject to the terms of the Order without the need to label or stamp the document as "confidential" or "subject to protective order." Before obtaining access to, or receipt of, any copies of Confidential Claims Documents, each person obtaining the access or receiving the copies will sign and deliver to Portland an acknowledgement of receipt of a copy of the Order and agree to be bound by its terms. Neither Portland, Portland's insurers, nor any entity entitled to Confidential Claims Documents will make public the identity of any claimant who filed a confidential proof of claim or any personal identifying information of the claimant, unless and to the extent that a claimant makes his or her identity or the information known at a Court hearing or in a paper filed with the Court not under seal, or a claimant consents in writing to be identified by his or her true name. Except as provided, each claimant who filed a confidential proof of claim will be identified only by the number assigned to the claimant's proof of claim in the Claims Docket. With respect to any claimant who has made his or her identity known at a Court hearing or in a paper filed with the Court not under seal or who has consented in writing to be identified by his or her true name, the confidential proof of claim and other related confidential documents filed by the claimant will no longer be considered classified and the restrictions will no longer be operative as to the claimant or the documents. The Archdiocese of Portland in Oregon filed for chapter 11 protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004. Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman Shank LLP, represent the Portland Archdiocese in its restructuring efforts. In its Schedules of Assets and Liabilities filed with the Court on July 30, 2004, the Portland Archdiocese reports $19,251,558 in assets and $373,015,566 in liabilities. (Catholic Church Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000) CENTURY/ML CABLE: Establishes $25.6 Million Plan Funding Reserve ---------------------------------------------------------------- Pursuant to Century/ML Cable Venture's confirmed Plan of Reorganization, certain funds from the Sellers Escrow Account will be released to a Plan Funding Reserve. The Plan Funding Reserve will be equal to the sum of: * the full amount of the Allowed Claims; * the Disputed Claims Reserve; and * an amount of cash for the purpose of administering and closing the Debtor's estate -- the Retained Cash. The amount of the Retained Cash, under the terms of the Century/ML Plan must be agreed to in writing by Century Communications Corporation and ML Media Partners, L.P., and approved by the Court. Century and ML Media estimated the amount of Retained Cash to be $25,600,000. In a stipulation Judge Robert E. Gerber approved, Century and ML Media agree to these terms: a. The amount of Retained Cash will be $25,603,613, which will be deposited in one or more accounts to be established in the name of ML Media as post-Effective Date co- administrator of the Debtor's estate with Century, which Account will be for the benefit of the Estate. b. Century and ML Media reserve the right to seek Court approval to fund from the Sellers Escrow Account additional amounts necessary for the administration and closing of the Debtor's estate or as agreed to by the parties. c. All disbursements from the Account will be governed by an Estate Administration Agreement between Century and ML Media dated September 7, 2005, and a Letter Agreement dated October 31, 2005, between Century and ML Media. Century Communications Corporation filed for Chapter 11 protection on June 10, 2002. Century's case has been jointly administered to proceedings of Adelphia Communications Corporation. Century operates cable television services in Colorado, California and Puerto Rico. CENTURY is an indirect wholly owned subsidiary of ACOM and an affiliate of Adelphia Business Solutions, Inc. Lawyers at Willkie, Farr & Gallagher represent CENTURY. Headquartered in Coudersport, Pennsylvania, Adelphia Communications Corporation (OTC: ADELQ) is the fifth-largest cable television company in the country. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital video services, high-speed Internet access and other advanced services over its broadband networks. The Company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No. 118; Bankruptcy Creditors' Service, Inc., 215/945-7000) CENTURY/ML CABLE: Century & ML Media Gets $20M from Sale Proceeds ----------------------------------------------------------------- Century/ML Cable Venture's confirmed Plan of Reorganization provides that the proceeds of the sale of ML Media Partners, L.P., and Century Communications Corporation's ownership interests in Century/ML to San Juan Cable, LLC, are to be placed in a Sellers Escrow Account subject to distribution pursuant to the Sellers Escrow Agreement. Pursuant to provisions of the Century/ML Plan, the Court must approve any distribution of funds from the Sellers Escrow Account to Century and ML Media. In a stipulation, Century and ML Media agree that: 1. The parties will each receive a distribution of $10,000,000 from the Sellers Escrow Account. 2. The Distribution will be without prejudice to the rights, claims and defenses of each of Century and ML Media against each other or any third party. Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York approves the Stipulation. Century Communications Corporation filed for Chapter 11 protection on June 10, 2002. Century's case has been jointly administered to proceedings of Adelphia Communications Corporation. Century operates cable television services in Colorado, California and Puerto Rico. CENTURY is an indirect wholly owned subsidiary of ACOM and an affiliate of Adelphia Business Solutions, Inc. Lawyers at Willkie, Farr & Gallagher represent CENTURY. Headquartered in Coudersport, Pennsylvania, Adelphia Communications Corporation (OTC: ADELQ) is the fifth-largest cable television company in the country. Adelphia serves customers in 30 states and Puerto Rico, and offers analog and digital video services, high-speed Internet access and other advanced services over its broadband networks. The Company and its more than 200 affiliates filed for Chapter 11 protection in the Southern District of New York on June 25, 2002. Those cases are jointly administered under case number 02-41729. Willkie Farr & Gallagher represents the ACOM Debtors. (Adelphia Bankruptcy News, Issue No. 118; Bankruptcy Creditors' Service, Inc., 215/945-7000) CITIGROUP MORTGAGE: Fitch Rates $3MM Class B4 & B5 Certs. at Low-B ------------------------------------------------------------------ Citigroup Mortgage Loan Trust Inc., mortgage-backed notes, series 2005-11, are rated by Fitch Ratings: -- $728,972,000 classes A-1A, A-1B, A-2A, A-2B, A-3, and X, 'AAA' senior notes; -- $6,462,000 class M 'AA+'; -- $12,542,000 class B1 'AA'; -- $3,041,000 class B2 'A'; -- $4,561,000 class B3 'BBB'; -- $1,520,000 class B4 'BB'; -- $1,520,000 class B5 'B'. The 'AAA' rating on the senior notes reflect the 4.10% subordination provided by the 0.85% class M, the 1.65% class B-1, the 0.60% class B-2, the 0.40% non-offered class B-3, the 0.20% non-offered class B-4, the 0.20% non-offered class B-5, and the 0.20% non-offered class B-6. Fitch believes the amount of credit enhancement available will be sufficient to cover credit losses. The ratings also reflect the high quality of the underlying collateral, the integrity of the legal and financial structures, and the primary and master servicing capabilities of Wells Fargo Bank, N.A. The transaction is secured by three pools of mortgage loans, which consist of fully amortizing, one- to four-family, adjustable-rate mortgage loans that provide for a fixed interest rate during an initial period of approximately five and seven years. Thereafter, the interest rate will adjust on an annual basis to the sum of the weekly average yield on U.S. Treasury Securities adjusted to a constant maturity of one year and a gross margin. The mortgage loan groups are cross collateralized and aggregated for statistical purposes as represented below. The mortgage loans have a final aggregate principal balance of approximately $760,138,139, as of the cut-off date, an average balance of $550,425, a weighted average remaining term to maturity of 360 months, a weighted average original loan-to-value ratio of 69.5%, and a weighted average coupon of 5.1742%. Rate/Term and cash out refinances account for 17.95% and 22.91% of the loans, respectively. The weighted average FICO credit score of the loans is 743. Owner-occupied properties and second homes comprise 89.17% and 10.44% of the loans, respectively. The states that represent the largest geographic concentration are California, and Virginia. All other states represent less than 5% of the outstanding balance of the pool. None of the mortgage loans are 'high cost' loans as defined under any local, state or federal laws. U.S. Bank National Association will serve as trustee. COMPUDYNE CORP: Inks Second Amendment to Revolving Credit Pact -------------------------------------------------------------- CompuDyne Corporation (Nasdaq:CDCY) entered into a Second Amended and Restated Revolving Credit and Security Agreement on Dec. 19, 2005, with PNC Bank, National Association, as lender and agent for a syndicate of banks. The Second Restated Credit Agreement amends and restates the Company's Amended and Restated Credit Agreement dated March 31, 2004. In connection with the Second Amendment, CompuDyne Corp. and its co-borrowers: * Compudyne - Public Safety & Justice, Inc., * Norment Security Group, Inc., * Norshield Corporation, * Fiber Sensys, LLC, * Compudyne - Integrated Electronics Division, LLC, * Corrlogic, LLC, and * Xanalys Corporation. are providing the banks with collateral that includes all receivables, equipment, general intangibles, inventory, investment property, real property and subsidiary stock. The Agreement allows the company to obtain advances of up to $20,000,000. Revolving advances are limited by a formula based upon the value of the company's receivables, inventory, fixed assets, Real Property and issued and outstanding Letters of Credit. The maximum aggregate face amount of Letters of Credit that may be drawn under the Second Restated Credit Agreement is limited to $18,000,000. The Agreement will continue in full force and effect until Dec. 18, 2008, unless terminated earlier in accordance with its terms. Revolving Advances Each lender will make revolving advances to borrowers in aggregate amounts outstanding at any time equal to the lender's commitment percentage of the lesser of: (x) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit; and (y) an amount equal to the sum of: (i) up to 80% of Eligible Receivables, plus (ii) up to the lesser of: (a) 50% of the value of the Eligible Inventory and (b) $3,000,000 in the aggregate at any one time, plus (iii) up to the lesser of: (a) 50% of the value of Costs in Excess of Billings and (b) $5,000,000 in the aggregate at any one time, plus (iv) $1,487,500, which represents 70% of the fair market value of real property provided that the amount would be reduced by $12,395.83 on the first day of each month, commencing on Feb. 1, 2006, plus (v) $1,288,560, which represents 80% of the orderly liquidation value of the borrower's machinery and equipment provided that the amount would be reduced by $21,476 on the first day of each month, commencing on Feb. 1, 2006, plus (vi) 90% of the Current Value of Marketable Securities, plus (vii) up to the lesser of: (a) 80% of the value of Eligible Government Receivables, and (b) $1,000,000 in the aggregate at any one time, minus (viii) the aggregate Maximum Undrawn Amount of all outstanding Letters of Credit, including without limitation, the Existing Letters of Credit, minus (ix) those reserves as the Agent may reasonably deem proper and necessary in its permitted discretion from time to time. Revolving Advances under the Second Restated Credit Agreement will bear interest, at the election of the Company, at a variable rate equal to the Alternate Base Rate or the Eurodollar Rate plus 250 basis points. The Company paid the banks a $50,000 closing fee in connection with the execution of the Second Restated Credit Agreement and is also required to pay the Banks an unused fee equal to 3/8 of 1% of the amount by which $20,000,000 exceeds the average daily unpaid balance of the Revolving Advances and undrawn amount of any outstanding Letters of Credit. In addition, the Company is required to pay a collateral monitoring fee equal to $1,000 per month and a collateral evaluation fee as required. Financial Covenants On the closing date, the borrowers were required to have Undrawn Availability of at least $10,000,000 as of that date, and are thereafter required to maintain an Unrestricted Undrawn Borrowing Base Availability of not less than $5,000,000. Beginning with the fiscal quarter ending June 30, 2006, the Company is required to maintain a Fixed Charge Coverage Ratio of not less than 1.1 to 1.0. A full-text copy of its Second Amendment and Restated Revolving Credit and Security Agreement is available at no charge at http://ResearchArchives.com/t/s?401 PNC Bank is represented by: Lawrence F. Flick, II, Esq. Blank Rome LLP One Logan Square Philadelphia, PA Telephone: (215) 569-5556 Facsimile: (215) 832-5556 CompuDyne Corporation is represented by: Brian D. Doerner, Esq. Ballard Spahr Andrews & Ingersoll, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 Telephone: (215) 864-8615 Facsimile: (215) 864-9043 Headquartered in Annapolis, Maryland, CompuDyne Corporation -- http://www.compudyne.com/-- provides products and services to the public security markets. Founded in 1952, the company operates in four distinct segments: Institutional Security Systems, Attack Protection, Federal Security Systems, and Public Safety and Justice. * * * Material Weakness As reported in the Troubled Company Reporter on May 23, 2005, management has determined that, as of Dec. 31, 2004, the company did not maintain effective controls over the accounting for income taxes, including the determination of income taxes payable, deferred income tax assets and liabilities and the related income tax provision. Specifically, the company did not have effective controls over the reconciliation of the difference between the tax basis and the financial reporting basis of the company's assets and liabilities with the deferred income tax assets and liabilities. Additionally, there was a lack of oversight and review over the income taxes payable, deferred income tax assets and liabilities and the related income tax provision accounts by accounting personnel with appropriate financial reporting expertise. This control deficiency resulted in an audit adjustment to the fourth quarter 2004 financial statements. Additionally, this control deficiency could result in a misstatement of income taxes payable, deferred income tax assets and liabilities and the related income tax provision that would result in a material misstatement to annual or interim financial statements that would not be prevented or detected. Accordingly, management has determined that this control deficiency constitutes a material weakness. CHAMPIONSHIP AUTO: Stockholders OK Liquidation & Dissolution Plan ----------------------------------------------------------------- Championship Auto Racing Teams, Inc. (CPNT.PK) reported on Dec. 29, 2005, that its stockholders approved the Company's Plan of Liquidation and Dissolution offered for vote at a Special Meeting of Stockholders originally held on Dec. 13, 2005, and adjourned until Dec. 29, 2005. The Company also reported that, pursuant to the Plan of Liquidation and Dissolution, it filed a Certificate of Dissolution with the Delaware Secretary of State on Dec. 29, 2005. Effective as of the close of business on Dec. 29, 2005, the Company closed its stock transfer books and will no longer record transfers of its shares (except by will, interstate succession or operation of law). Finally, the Company reported that its Board of Directors has approved a cash distribution of $0.29 per share to stockholders of record as of the close of business on Dec. 29, 2005. It is anticipated that a transmittal letter and instructions for receiving the distribution was expected to be mailed by the Company's transfer agent to such stockholders last Dec. 30, 2005. The Company has set aside funds as a contingency reserve for potential liabilities, expenses and obligations during our three- year wind-down period. If no longer necessary, portions of the contingency reserve may be distributed to our stockholders of record as of the close of business on Dec. 29, 2005 during or at the conclusion of our three-year wind-down period, as determined by our Board of Directors or our liquidating trustee. After the liabilities, expenses and obligations for which the contingency reserve was established have been satisfied in full, any remaining portion of the contingency reserve will be distributed to such stockholders. There can be no assurance that any additional distribution will be made, however, or that any such distribution will be material in amount. Championship Auto Racing Teams, Inc. previously owned and operated the Champ Car World Series. The Company has sold all of its operating assets and is in the process of winding up its affairs. The Company's formerly wholly owned subsidiary, CART, Inc., filed a chapter 11 petition on December 16, 2003 (Bankr. S.D. Ind. Case No. 03-23385). Pursuant to the bankruptcy court order, the Company sold the operating assets of CART and the stock of Pro- Motion Agency, Inc., a former wholly owned subsidiary of the Company and CART Licensed Products, Inc., a former wholly owned subsidiary of CART, Inc. Also, pursuant to the bankruptcy court order, the Company cancelled its stock in CART, Inc. and transferred the remaining assets and liabilities to an unconsolidated liquidating trust. During 2003, the Company ceased the operations of its wholly owned subsidiary, Raceworks LLC, and intends to liquidate its remaining assets * * * Going Concern Doubt As reported in the Troubled Company Reporter on May 9, 2005, Deloitte & Touche LLP audited Championship Auto Racing Teams, Inc.'s financial statements for the year ending December 31, 2004. At the conclusion of that engagement, the auditing firm says there's substantial doubt about the company's ability to continue as a going concern. The auditors point to the Company's recurring loses from operations; the sale of substantially all the operating assets of its CART, Inc., subsidiary; pending or threatened litigation against the Company and its subsidiaries; and the Company's intent to liquidate its remaining assets. CSFB MORTGAGE: Fitch Junks Ratings on Four Certificate Classes -------------------------------------------------------------- Fitch Ratings has taken rating actions on these CSFB Mortgage Securities Corp. issues: Washington Mutual Mortgage Securities, mortgage pass-through certificates, series 2002-S4: -- Class A affirmed at 'AAA'; -- Class B1 affirmed at 'AAA'; -- Class B2 affirmed at 'AAA'; -- Class B3 upgraded to 'AAA' from 'A+'; -- Class B4 upgraded to 'A' from 'BBB'; -- Class B5 upgraded to 'BBB' from 'B'. CSFB mortgage-backed pass-through certificates, series 2002-5 G1, 2, and 3: -- Class IA affirmed at 'AAA'; -- Class CB1 affirmed at 'AAA'; -- Class CB2 affirmed at 'AAA'; -- Class CB3 affirmed at 'AA'; -- Class CB4 affirmed at 'A'; -- Class CB5 affirmed at 'BBB'. CSFB mortgage-backed pass-through certificates, series 2002-5 G4: -- Class IVA affirmed at 'AAA'; -- Class IVB1 affirmed at 'AA'; -- Class IVB2, IVB3 affirmed at 'BBB'; -- Class IVB4 downgraded to 'B' from 'BB'; -- Class IVB5 remains at 'C'; -- Class IVB6 remains at 'C'. CSFB mortgage-backed pass-through certificates, series 2002-18 G2: -- Class IIA affirmed at 'AAA'; -- Class IIB1 affirmed at 'AA'; -- Class IIB2 affirmed at 'A'; -- Class IIB3 downgraded to 'B' from 'BB'; -- Class IIB4 downgraded to 'CC' from 'CCC'; -- Class IIB5 remains at 'C'; -- Class IIB6 remains at 'C'. CSFB mortgage-backed pass-through certificates, series 2002-22 G3 and 4: -- Class IIIA, IVA affirmed at 'AAA'; -- Class DB1 affirmed at 'AA'; -- Class DB2 affirmed at 'A'; -- Class DB3 downgraded to 'B' from 'BB'; -- Class DB4 downgraded to 'C' from 'CC'; -- Class DB5 remains at 'C'. CSFB mortgage-backed pass-through certificates, series 2002-24 G1: -- Class IA affirmed at 'AAA'; -- Class IB1 affirmed at 'AAA'; -- Class IB2 affirmed at 'A'; -- Class IB3 affirmed at 'BB'; -- Class IB4 remains at 'C'; -- Class IB5 remains at 'C'. CSFB mortgage-backed pass-through certificates, series 2002-24 G2 and 3: -- Class IIA, IIIA affirmed at 'AAA'; -- Class CB1 affirmed at 'AAA'; -- Class CB4 affirmed at 'AA'; -- Class CB5 affirmed at 'A'. CSFB mortgage-backed certificates, series 2002-32R: -- Class M downgraded to 'CCC' from 'BB-'; -- Class B-1 downgraded to 'C' from 'CCC'. The affirmations, affecting approximately $263.42 million of outstanding certificates, are due to credit enhancement and collateral performance generally consistent with expectations. The downgrades, affecting approximately $9.11 million of the outstanding certificates, reflect the deterioration of credit enhancement relative to consistent or rising monthly losses. The upgrades, affecting approximately $1.46 million of outstanding certificates, are being taken as a result of low delinquencies and losses, as well as increased credit support levels. The mortgage loans consist of fixed-rate and adjustable-rate; 15- and 30-year mortgages extended to prime borrowers and are secured by first and second liens, primarily on one- to four-family residential properties. As of the November 2005 distribution date, the transactions are seasoned from a range of 36 to 45 months and the pool factors range from 5% to 42%. The series 2002-32R transaction is a re-REMIC of select tranches from six different CSFB transactions. All deals were rated by Fitch, with the exception of CSFB series 2002-9 and 2002-10. CSFB Series 2002-5 Classes IV-B-5, IV-B-6, IV-B-7 CSFB Series 2002-9 Classes I-B-4, I-B-5, I-B-6 CSFB Series 2002-10 Classes II-B-4, II-B-5, II-B-6 CSFB Series 2002-18 Classes II-B-5, II-B-6, II-B-7 CSFB Series 2002-22 Classes D-B-4, D-B-5, D-B-6 CSFB Series 2002-24 Classes I-B-4, I-B-5, I-B-6 All of the underlying tranches are currently rated 'C'. The 2002-32R re-REMIC has been experiencing monthly loss of approximately $300,000. As a result, the non-rated class B2 has been entirely written down. At the current rate of loss, the class B1 could be entirely written down in less than 12 months, at which time the class M will begin taking losses. The mortgage loans are being serviced by various entities and the depositor is Credit Suisse First Boston. DELPHI CORP: Appaloosa Pushes for Equity Panel Appointment ---------------------------------------------------------- Appaloosa Management L.P., one of Delphi Corporation's largest shareholders, owning beneficially 9.3% of Delphi's issued and outstanding shares, asks the Honorable Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to direct the United States Trustee for the Southern District of New York to appoint an official committee of equity security holders to serve in the Debtors' Chapter 11 cases. John K. Cunningham, Esq., at White & Case LLP, in New York, relates that by letter dated November 7, 2005, Appaloosa formally asked the U.S. Trustee to appoint an Equity Committee in the Debtors' cases pursuant to Section 1102(a)(1) of the Bankruptcy Code. The U.S. Trustee has not yet responded formally to the letter, but has indicated that a response will be forthcoming. Both the Debtors and the Official Committee of Unsecured Creditors have communicated to the U.S. Trustee their opposition to the appointment of an Equity Committee, Mr. Cunningham tells the Court. The Debtors have operations in 40 countries and ownership in more than 100 subsidiaries and affiliates around the globe. Only 41 of the U.S.-based subsidiaries filed for Chapter 11 protection. Significant time and effort will have to be spent analyzing the differences in the asset/liability mix of each of the Debtors' business lines and subsidiaries and where the enterprises' liabilities appropriately reside within the capital structure, Mr. Cunningham points out. Delphi's shares are widely traded and widely held by the investing public. As of August 26, 2005, there were 561,781,590 shares outstanding with 331,202 holders of record. "While the actual number of beneficial holders of Delphi common stock that will be impacted by Delphi's [C]hapter 11 Cases is unknown, with over 300,000 holders of record that number is presumably substantially higher than the number of the record holders. Active and ongoing participation by shareholders, such as that provided by an official equity committee, is necessary to ensure that the interests of public shareholders are adequately protected," Mr. Cunningham states. According to Mr. Cunningham, the ultimate value of Delphi's equity depends in large part on the resolution of material issues currently being addressed by the Debtors without any apparent consideration to shareholder value, including: (a) the total amount of actual employee related liabilities and where those liabilities reside in the capital structure; (b) the manner in which employee related-liabilities are restructured, including pursuant to Sections 1113 & 1114 of the Bankruptcy Code; (c) the amount, enforceability, treatment and appropriate characterization of any claims asserted by General Motors, including claims, if any, asserted for indemnification of its obligations under certain benefit guarantees between GM and certain Delphi unions representing most of its U.S. hourly employees, which coincides with the expiration of the Company's U.S. collective bargaining agreements in the fall of 2007; (d) the extent to which the Debtors may mitigate or avoid the accrual of any enforceable claims to GM for indemnification; and (e) whether intercompany claims exist in the Debtors' favor for the advancement of substantial funds raised in the capital markets for the purpose of addressing Debtor legacy obligations. An official Equity Committee, Mr. Cunningham asserts, will provide the most efficient means throughout the restructuring process to ensure that public shareholders, who share a commonality of interest, are adequately represented. Appaloosa's request is timely, Mr. Cunningham maintains, as the Debtors are still in the process of stabilizing their business operations and have yet to make any real progress on key issues that will impact their ability to successfully reorganize. Appaloosa is mindful of concerns about costs of establishing an Equity Committee in the Debtors' cases, but believes that the Bankruptcy Code provides adequate means for controlling those costs. "In a case of this magnitude where assets exceed $17 billion and net sales are over $26 billion, the benefits of committee representation of shareholders' interests far outweigh any additional costs to the Debtors' estates," Mr. Cunningham contends. "Indeed, it would be a terrible injustice to deny today adequate representation to equity security holders only to later discover, perhaps too late, that for relatively modest costs in the context of the whole, equity security holders should have been represented." 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. Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELPHI CORP: Wants Exclusive Plan Filing Period Extended to Aug. 5 ------------------------------------------------------------------ Section 1121(b) of the Bankruptcy Code provides for an initial 120-day period after the Petition Date during which a debtor has the exclusive right to file a Chapter 11 plan. Section 1121(c)(3) provides that if a debtor proposes a plan within the exclusive filing period, it has a period of 180 days after the Petition Date to obtain acceptances of that plan. The Exclusive Periods are intended to give Chapter 11 debtors a full and fair opportunity to rehabilitate their business and to negotiate and propose a reorganization plan without the deterioration and disruption of their business that might be caused by the filing of competing reorganization plans by non- debtor parties. Accordingly, Delphi Corporation and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to extend their exclusive periods to: (1) file a plan through August 5, 2006; and (2) solicit and obtain acceptances of that plan through October 4, 2006. John Wm. Butler, Jr., Esq., at Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois, tells the Court that the Debtors need more time than the initial exclusive period allowed under the Bankruptcy Code to position their businesses and formulate, promulgate, and build consensus for a long-term business plan, test that plan, and engage in discussions with all of the Debtors' constituents regarding a plan of reorganization. However, given the size and complexity of their Chapter 11 cases, the Debtors believe that they will not have time to complete the process prior to the end of their current Exclusive Periods. Mr. Butler relates that since the Petition Date, the Debtors' management has expended enormous efforts responding to the many exigencies and other matters which are incidental to the commencement of any Chapter 11 case, but which are compounded given the size and complexity of the Debtors' cases. "The Debtors have been consumed with the task of responding to a multitude of inquiries and information requests made by the [Official Committee of Unsecured Creditors], the postpetition lenders, vendors, customers, bondholders, shareholders, and other [parties-in-interest]." In addition, the Debtors need to modify or eliminate non- competitive legacy liabilities and burdensome restrictions under current labor agreements. The Debtors are currently negotiating certain terms of their collective bargaining agreements, including operational restrictions, which prevent them from exiting non-strategic, non-profitable operations, and restrict their ability to permanently lay off idled workers, Mr. Butler reports. The Debtors believe that an extension of their Exclusive Periods will not prejudice other parties, but will allow them to concentrate their efforts on systematically working towards a viable business and reorganization plan. 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. Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELPHI CORP: Wants More Time to File Notices of Removal ------------------------------------------------------- Pursuant to Section 1452 of the Judiciary Code, a party may remove any claim or cause of action in a civil action other than a proceeding before the United States Tax Court or a civil action by a governmental unit to enforce the governmental unit's policy or regulatory power, to the United States District Court for the district where the civil action is pending, if the district court has jurisdiction of the claim or cause of action under Section 1334 of the Bankruptcy Code. The court to which the claim or cause of action is removed may remand the claim or cause of action on any equitable ground. Rule 9027 of the Federal Rules of Bankruptcy Procedure sets forth the time periods for the filing of notices to remove claims or causes of action: "If the claim or cause of action in a civil action is pending when a case under the Code is commenced, a notice of removal may be filed only within the longest of (A) 90 days after the order for relief in the case under the Code, (B) 30 days after entry of an order terminating a stay, if the claim or cause of action in a civil action has been stayed under [Section] 362 of the Code, or (C) 30 days after a trustee qualifies in a chapter 11 reorganization case but not later than 180 days after the order for relief." Kayalyn A. Marafioti, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York, relates that Delphi Corporation and its debtor- affiliates are parties to numerous judicial and administrative proceedings, which involve a wide variety of claims, currently pending in various courts or administrative agencies throughout the United States. The Debtors tell the U.S. Bankruptcy Court for the Southern District of New York that they need more time to determine which of the Actions should be removed and if appropriate, transferred to the Bankruptcy Court. The Debtors ask the Honorable Robert D. Drain of the Southern District of New York Bankruptcy Court to further extend the period within which they may file notices of removal with respect to civil actions pending on the Petition Date, to the later to occur of: (a) April 6, 2006; or (b) 30 days after entry of a Court order terminating the automatic stay with respect to any particular action sought to be removed without prejudice to the Debtors' rights to seek further extensions of their Removal Deadline. The Debtors believe that an extension of their Removal Deadline will give them a sufficient opportunity to make fully informed decisions concerning the possible removal of the Actions, protecting their valuable right to adjudicate lawsuits economically if the circumstances warrant removal. Ms. Marafioti assures Judge Drain that the Debtors' adversaries will not be prejudiced by the extension because they may not prosecute the Actions absent relief from the automatic stay. 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. Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. As of Aug. 31, 2005, the Debtors' balance sheet showed $17,098,734,530 in total assets and $22,166,280,476 in total debts. (Delphi Bankruptcy News, Issue No. 12; Bankruptcy Creditors' Service, Inc., 215/945-7000) DELTA AIR: Court OKs Section 1110(b) Stipulations for 42 Aircrafts ------------------------------------------------------------------ Delta Air Lines Inc., and its debtor-affiliates' aircraft fleet consists of aircraft that are: (a) owned by the Debtors and are encumbered by various financing transactions or (b) leased or financed pursuant to a wide variety of leasing and financing agreements. The Aircraft Equipment may constitute "equipment" within the meaning of Sections 1110(a)(3) of the Bankruptcy Code. Hence, the Aircraft Equipment and the Aircraft Agreements may be entitled to protections under Section 1110. In addition, the automatic stay under Section 362 of the Bankruptcy Code vaporizes on the 60th day after the Petition Date, unless a debtor commits to full contractual performance and cures on any defaults pursuant to a Section 1110(a) Election. Pursuant to Section 1110(b), however, the Debtors may enter into stipulations with aircraft lessors and financiers extending the time to perform the Section 1110 obligations. In this regard, the U.S. Bankruptcy Court for the Southern District of New York approves Section 1110(b) Stipulations entered into by the Debtors and certain Aircraft Parties with respect to 42 Aircraft, bearing these FAA Registration Nos.: N243WA N373DL N491CA N924DL N244WA N374CA N491CA N952CA N302WA N374DL N492CA N953DL N303WA N375DL N617DL N958DL N307WA N376DL N634DL&nb