TCR_Public/060310.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, March 10, 2006, Vol. 10, No. 59

                             Headlines

7120 FRESH: Voluntary Chapter 11 Case Summary
ADELPHIA COMMS: 30 Creditors Decry Ch. 11 Plan of Reorganization
ADELPHIA COMMS: Resolving Devcon Dispute Over Asset Purchase Price
AFFINITY GROUP: December 31 Balance Sheet Upside Down by $152 Mil.
ALGOMA STEEL: CDN$200M Dividend Cues DBRS to Hold BB (low) Rating

ALION SCIENCE: Moody's Affirms B1 Rating on Upsized $211MM Loan
AOL LATIN: Ct. OKs Open-Ended Deadline to File Notices of Removal
ARMSTRONG WORLD: Parent Posts $10MM Operating Loss in Fourth Qtr.
BALL CORP: Senior Notes Priced to Yield 6.65% & Mature in 2018
BALL CORP: Fitch Assigns BB Rating to New Senior Unsecured Notes

BENCHMARK HOMES: Case Summary & 20 Largest Unsecured Creditors
BERRY-HILL GALLERIES: Resolves Dispute with Coram & Christie's
BON-TON STORES: Completes Purchase of Saks' Northern Store Group
BOOKER T. WASHINGTON: Placed Under Receivership in Alabama
BOOKER T. WASHINGTON: Receivership Triggers A.M. Best's E Rating

CALPINE CORP: Inks DIP Credit Facility Amendment with DIP Lenders
CALPINE CORP: Canadian Affiliates' CCAA Stay Extended to April 20
CALPINE CORP: Court Okays Changes to Final Cash Collateral Order
CATHOLIC CHURCH: Insurers Cry Spokane Disclosure Statement Flawed
CATHOLIC CHURCH: Spokane FCR Taps Hamilton Rabinovitz as Advisor

CERTEGY INC: S&P Downgrades $200 Million Notes' Ratings to BB+
CONSECO INC: Moody's Lifts Preferred Securities to B3 from Caa2
CORNELL TRADING: Retains Keen Realty to Auction 56 Retail Leases
DANA CORP: Court Gives Interim Approval to Maintain Bank Accounts
DANA CORP: Can Use Cash Management System on an Interim Basis

DAVIS PETROLEUM: Evercore Buys Majority Stake for $150 Million
DAVIS PETROLEUM: Case Summary & 45 Largest Unsecured Creditors
DIGITAL LIGHTWAVE: Owes Optel Capital $48.7 Million at March 1
DIVERSIFIED ASSET: Fitch Affirms $37MM Class B-1 Notes' B Rating
DJ ORTHOPEDICS: Moody's Puts Ba3 Rating on $410 Million Loans

DJ ORTHOPEDICS: S&P Rates Proposed $410 Million Facility at BB-
DOMINICK PEBURN: Case Summary & 19 Largest Unsecured Creditors
DRAGWAY MANAGEMENT: Case Summary & 2 Largest Unsecured Creditors
ENER1 INC: September 30 Equity Deficit Widens to $90.67 Million
ENTERPRISE PRODUCTS: S&P Affirms Corporate Credit Rating at BB+

FEDERAL-MOGUL: Shuts Down Two Plants in Italy & United Kingdom
FFMLT TRUST: Moody's Puts Low-B Ratings on Two Class Certificates
FIDELITY NATIONAL: S&P Upgrades Corporate Credit Rating to BB+
FINANCIAL WORLD: Customers Have Until August 17 to File Claims
FIRST FRANKLIN: S&P Affirms Class B-3 Certificates' BB+ Rating

FLINTKOTE CO: Executive Retention & Incentive Program Approved
FUTURE MEDIA: Wants Levene Neale as Bankruptcy Counsel
GENERAL MOTORS: Japanese Bank Will Invest $1 Bil. For GMAC Stake
GENERAL MOTORS: Fitch Affirms $4.1 Mil. Class N Certs.' D Rating
GRUPO POSADAS: Fitch Affirms BB- Foreign & Local Currency Ratings

GSAMP TRUST: Moody's Puts Low-B Ratings on Two Class Certificates
HERCULES INC: Offers to Buy Back $118 Mil. of 11.125% Senior Notes
HINES HORTICULTURE: Triad Buying Vacaville, Calif., Lot for $16.9M
HINES HORTICULTURE: Incurs $10.4 Million Net Loss in 4th Quarter
HONEY CREEK: Has Until March 27 to File Chapter 11 Plan

INSIGHT COMMS: Discloses Fourth Quarter & Year-End Financials
JEAN COUTU: Covenant Amendments Cue DBRS to Change Trends to Neg.
JET HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
J.L. FRENCH: Wants Deloitte Tax as Tax Service Provider & Advisor
J.L. FRENCH: Court Okays Abernathy MacGregor as PR Consultant

JO-ANN STORES: Incurs $18 Million Net Loss in Fourth Quarter
KAISER ALUMINUM: Inks Stipulation on Law Debenture's Stay Request
KAISER ALUMINUM: Selling Surplus Pryor, Okla., Property for $700K
KMART CORP: Settles Dispute Over Bankest's $3 Million Unsec. Claim
KMART CORP: Asks Court to Reject Gramercy Dominicana's Claims

LARGE SCALE: Court Grants Interim Access to Cash Collateral
LARGE SCALE: Hires Felderstein Fitzgerald as Bankruptcy Counsel
LEAR CORP: Disputes 2005 Financial Changes by Unnamed Customer
LEVI STRAUSS: Fitch Affirms $1.8 Billion Unsecured Notes' B Rating
LEVI STRAUSS: Moody's Lifts Caa2 Sr. Unsecured Debt Rating to B3

LEVI STRAUSS: S&P Puts B- Rating on Proposed $470 Million Notes
LONGVIEW FIBRE: Rejects Purchase Proposal from Obsidian & Campbell
LONGVIEW FIBRE: Postpones Common Stock and Senior Note Offerings
METROMEDIA INT'L: Provides Update on Fuqua Shareholder Litigation
MICRON TECH: Buying Lexar Media in Stock-for-Stock Merger

MIRANT CORP: Court Defines Examiner's Post-Confirmation Duties
MIRANT CORP: Examiner Taps Morris Nichols for Southern Co. Matters
MIRANT CORP: Grants Stock Option to Eight Officers
MKP CBO: Credit Quality Decline Cues Moody's to Watch Ratings
NRG ENERGY: Earns $64 Million of Net Income in Fourth Quarter

NRG ENERGY: Saves $39MM in 2005; Expects $59MM Savings This Year
NUANCE COMM: Strong Market Position Prompts Moody's B1 Ratings
NUANCE COMMS: S&P Rates Proposed $430 Million Bank Facility at B
PENNSYLVANIA REAL: Lowers Interest Rate under Credit Facility
PERFORMANCE TRANSPORTATION: Can Hire Hodgson Russ as Co-Counsel

PERFORMANCE TRANSPORTATION: Panel Taps Damon & Morey as Co-Counsel
PERFORMANCE TRANSPORTATION: Unions Want Creditors Committee Seats
PERSISTENCE CAPITAL: Court Okays Appointment of Chapter 11 Trustee
PLATINUM SEAFOOD: Case Summary & 9 Largest Unsecured Creditors
PLUM POINT: Reduced Term Loan Prompts Moody's to Affirm B1 Rating

PROCARE AUTOMOTIVE: Taps Thompson Hine as Bankruptcy Counsel
PROFESSIONAL LIFE: Capital Decline Cues A.M. Best to Cut Ratings
QUICKSILVER RESOURCES: Moody's Puts B2 Rating on $300M Sr. Notes
RAMP TRUST: Moody's Assigns Ba1 Rating to Class B-1 Certificates
RASC TRUST: Moody's Assigns Ba1 Rating to Class M-10 Certificates

RCN CORP: Sells Mexican Units For $300 Million To Pay Debt
RCN CORP: Debt Reduction Plan Cues Moody's to Review B3 Ratings
REDCITY SEARCH: December 31 Balance Sheet Upside Down by CDN$623K
RELIANCE NATIONAL: Court Adjourns Sec. 304 Injunction Hearing
ROMACORP INC: Court Confirms Amended Joint Plan of Reorganization

ROTECH HEALTHCARE: Wants Bell-Messier's Objection Overruled
SAGE RANCH: Case Summary & 2 Largest Unsecured Creditors
SCOTT RUBIN: Voluntary Chapter 11 Case Summary
SHEFFIELD STEEL: Appears to Provoke a Labor Dispute with USW
SHURGARD STORAGE: S&P Puts BB+ Pref. Stock Rating on Pos. Watch

SOLAR INVESTMENT: Poor Credit Quality Cues Moody's to Cut Ratings
ST. MATTHEWS: Case Summary & 3 Largest Unsecured Creditors
SUB SURFACE: Accumulated Deficit Tops $12.24 Million at Dec. 31
SYNAGRO TECH: Amends Financial Ratio Under $305MM Credit Agreement
TELOGY INC: Court Gives Nod to Dovebid Inc. as Auctioneer

TIER TECHNOLOGIES: Amends Credit Facility to Address Default
USG CORP: Court Okays Amended Berkshire Equity Commitment Accord
USG CORP: Some Asbestos Estimation Proceedings Stayed Indefinitely
VARIG S.A.: New York Court Clarifies Scope of Injunction
VARIG S.A.: Creditors Approve Recovery Plan Details

VESTA INSURANCE: Likely High Losses Cue A.M. Best to Cut Ratings
WOLVERINE TUBE: Posts $38.6 Million Net Loss in Fiscal Year 2005
WORLD HEALTH: Taps Administar Services as Claims & Noticing Agent
WORLD HEALTH: Wants to Continue Prepetition Insurance Programs
W.R. GRACE: Releases Status Report on Progress of Chapter 11 Case

W.R. GRACE: Wants Advanced Refining Credit Pact Extended to 2008

* BOOK REVIEW: Cyrus Hall McCormick: His Life and Work

                             *********

7120 FRESH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 7120 Fresh Pond Corp.
        7120 Fresh Pond Road
        Ridgewood, New York 11385

Bankruptcy Case No.: 06-40580

Type of Business: The Debtor's affiliate, 7002 FPR Corp., filed
                  for chapter 11 protection on March 8, 2006            
                  (Bankr. E.D.N.Y. Case No. 06-40573).

Chapter 11 Petition Date: March 9, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Stuart P. Gelberg, Esq.
                  600 Old Country Road, Suite 410
                  Garden City, New York 11530-2009
                  Tel: (718) 343-2228
                  Fax: (516) 228-4278

Total Assets: $1,101,900

Total Debts:  $2,300,000

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


ADELPHIA COMMS: 30 Creditors Decry Ch. 11 Plan of Reorganization
----------------------------------------------------------------
At least 30 more groups of creditors, government entities, and
other parties-in-interest delivered to the Court their objections
to Adelphia Communications Corporation and its debtor-affiliates'
Plan of Reorganization:

     1. ML Media Partners, L.P.;

     2. Verizon Media Ventures Inc.;

     3. The putative class plaintiffs in a lawsuit pending before
        the United States District Court for the Southern District
        of New York captioned In re Adelphia Communications Corp.
        Securities & Deriv. Litigation, 03-MD-1529 (LMM);

     4. The Ad Hoc Committee of Non-Agent Secured Lenders;

     5. The City of Martinsville, Virginia;

     6. The United States Trustee for the Southern District of
        New York;

     7. The ad hoc committee of holders of certain of the 6.0%
        Convertible Subordinated Notes due 2006 and the 3.25%
        Convertible Subordinated Notes due 2021;

     8. The Bank of New York in its capacity as Indenture Trustee
        with respect to the Ad Hoc Convertible Notes Committee;

     9. Buccino & Associates, Inc., the liquidation trustee of
        Devon Mobile Communications Liquidating Trust et al;

    10. Nationwide Life Insurance Company;

    11. Olympus Parent Noteholders, namely, Silver Point Capital
        Fund, L.P. and Goldman Sachs & Co.;

    12. Wilmington Trust Company, as indenture trustee to the
        Olympus notes;

    13. The Bank of Nova Scotia, in its individual capacity and as
        administrative agent under the Parnassos Credit Agreement;

    14. JPMorgan Chase Bank, N.A., in its capacity as
        Administrative Agent under the Second Amended And Restated
        Credit Agreement dated December 19, 1997, among
        FrontierVision Operating Partners, L.P., as Borrower; J.P.
        Morgan Securities, Inc., as Syndication Agent; CIBC, Inc.,
        as Documentation Agent; and the Lenders party thereto from
        time to time;

    15. The Investment Banks, namely:

        a. ABN AMRO Inc. (successor to ABN AMRO Securities LLC);
        b. Banc of America Securities LLC;
        c. BNY Capital Markets, Inc.;
        d. Barclays Capital Inc.;
        e. Citigroup Financial Products, Inc.;
        f. Citigroup Global Markets Holdings, Inc.;
        g. CIBC World Markets Corp.;
        h. Deutsche Bank Alex Brown, Inc.;
        i. ADP Clearing & Outsourcing Services, Inc.;
        j. Morgan Stanley & Co. Incorporated;
        k. PNC Capital Markets, Inc.;
        l. Scotia Capital (USA) Inc.;
        m. SunTrust Securities, Inc.; and
        n. TD Securities (USA) Inc.;

    16. Wachovia Bank, National Association, for itself and as
        administrative agent under that certain UCA Credit
        Agreement dated May 6, 1999;

    17. Bank of America, N.A.;

    18. The Ad Hoc Committee of Holders of the Senior Preferred
        Stock;

    19. Bank of Montreal, in its capacity as the Olympus
        Administrative Agent;

    20. Citibank, N.A., as administrative agent for the
        Century-TCI Lenders;

    21. the Nominal Agents, namely:

        a. ABN Amro Bank N.V.;
        b. Barclays Bank PLC;
        c. Canadian Imperial Bank of Commerce;
        d. Credit Suisse, Cayman Branch;
        e. The Royal Bank Of Scotland PLC;
        f. Merrill Lynch Capital Corp.;
        g. PNC Bank, National Association;
        h. Societe Generale, S.A.; and
        i. Toronto Dominion (Texas), LLC;

    22. The Official Committee of Equity Security Holders;

    23. Calyon and Calyon Securities (USA) Inc.;

    24. Edmund Rusin;

    25. National Broadcasting Company;

    26. Praxis Capital Ventures, L.P., Praxis Capital Partners,
        LLC, and Praxis Capital Management, LLC;

    27. Steamtown Mall Partners, L.P.;

    28. SES Americom, Inc.;

    29. Circle Acquisitions, Inc., and Circle Security Systems,
        Inc.; and

    30. Putnam Diversified Income Trust, Putnam High Yield
        Advantage Fund, Putnam High Yield Trust, Putnam Master
        Intermediate Income Trust, Putnam Premier Income Trust,
        Putnam VT Diversified Income Fund and Putnam VT High Yield
        Fund

Generally, the parties complain that the Plan is unconfirmable
under Section 1129 of the Bankruptcy Code.

ML Media objects to the Plan on the grounds that:

    -- the rate of interest that the holders of Unsecured Claims
       are entitled is inappropriate; and

    -- it does not provide for payment in cash with respect to ML
       Media's secured claim, including interest at the contracted
       rate through the Payment Date.

Michael C. Li, Esq., at Baker Botts L.L.P., in Dallas, Texas,
counsel for Verizon, argues that:

    -- the Plan violates the absolute priority rule under
       Section 1129(b) of the Bankruptcy Code and best interest of
       creditors test of Section 1129(a)(7);

    -- the Plan's third-party releases and exculpation provisions
       are overly broad; and

    -- the Plan does not ensure that the residual value of the
       Reorganized Debtors is available for creditors.

BNY objects to the definition of the X-Clause Sharing Percentage.
BNY asserts that the X-Clause Sharing Percentage must be adjusted
because holders of ACC Subordinated Notes are entitled to receive
and retain their pro rata share of the TWC Class A Common Stock
on a pari passu basis with the holders of ACC Senior Notes.

In separate pleadings, the attorneys for the Bank of Nova Scotia
and JPMorgan Chase Bank argue that the Plan cannot be confirmed
because it:

    -- fails to provide an adequate means for payment of the Bank
       Lender Post-Effective Date Fee Claims that will arise as a
       result of the Bank Litigation; and

    -- eviscerates the Bank Lenders' indemnification rights in the
       event of liability under the Credit Agreement.

The Nominal Agents assert that the Plan is not litigation-neutral
as it improperly and inequitably prejudices the lenders'
litigation rights.

Representing the Praxis Entities, James N. Lawlor, Esq., at
Wollmuth Maher & Deutsch LLP, in Newark, New Jersey, argues that
the Plan proposes to treat similar claims differently and,
therefore, violates the requirements of Section 1122 of the
Bankruptcy Code.

Representing SES Americom, Stephen V. Falanga, Esq., at Connell
Foley LLP, in New York, asserts that ACOM has fallen woefully
short of satisfying its burden of establishing the value of and
necessity of substantive consolidation.  Mr. Falanga points out
that neither the Plan nor the Disclosure Statement addresses
ACOM's justification for seeking the remedy.

Circle raised various concerns regarding the sufficiency of the
distribution reserves for Olympus other unsecured claims.  Circle
is concerned that there may not be adequate reserves for its
claims.  Circle timely filed proofs of claim for $25,000,000
against various Debtors in the "Olympus Group", including Star
Point Limited Partnership and West Boca Acquisition Corp.  The
Circle Claims are presently being liquidated in an arbitration.
Circle seeks to preserve its concerns, particularly to the extent
those concerns stem from the Plan itself.

The Putnam Funds object to the Plan because:

    a. it appears to exonerate agents under certain credit
       agreements from any liability for withheld, erroneous or
       otherwise invalid disbursements made by the Bank Agents,
       extinguishing their obligations to the Bank Lenders,
       including the Putnam Funds, under the credit agreements;
       and

    b. the release of the Bank Agents from any liability related
       to the administration of the Plan is not necessary to the
       ACOM Debtors' reorganization and has little, if any,
       bearing on the success of the reorganization.

NBC asks the Court to prohibit the ACOM Debtors from assuming or
assigning the retransmission consent contained in an NBC
Programming Agreement separate and apart from all of the other
rights and obligations of the parties under the NBC Programming
Agreement.

Other creditors point out that the Debtors' Plan:

    -- impermissibly provides for the payment of postpetition
       interest on general unsecured claims;

    -- impermissibly reduces existing securities law claims by
       payments from the restitution fund;

    -- violates Section 502(d) and (d) with its litigation
       indemnification fund;

    -- includes a revised third party release which is broad and
       ambiguous;

    -- fails to satisfy the "best interests of creditors" test;

    -- may not be crammed down on the UCA Lenders; and

    -- improperly interferes with state law rights.

Headquartered in Coudersport, Pa., 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.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 123;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Resolving Devcon Dispute Over Asset Purchase Price
------------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates'
seek the U.S. Bankruptcy Court for the Southern District of New
York's permission to enter into a settlement agreement with Devcon
Securities Services Corporation.  The Agreement resolves a dispute
between Devcon and the ACOM Debtors concerning calculation of the
final purchase price to be paid by Devcon pursuant to an Asset
Purchase Agreement dated January 21, 2005.

Starpoint and its three subsidiaries, Cable, Coral and Westview,
operated the residential and commercial security business of the
ACOM Debtors in New York, Florida and Pennsylvania.

The ACOM Debtors and Devcon entered into an Asset Purchase
Agreement dated Jan. 21, 2005, in which the Debtors sold the
Security Business to Devcon.

In anticipation of a possible adjustment to the $40,229,045
estimated purchase price provided in the Asset Purchase
Agreement, the ACOM Debtors and Devon agreed to set aside
$4,022,904 of the estimated purchase price in an escrow account
administered by JPMorgan Chase Bank, N.A., to be distributed in
accordance with the Final Purchase Price calculation procedures
set in the Asset Purchase Agreement.

In June 2005, Devcon notified the Debtors that it had calculated
the Final Purchase Price at $35,213,388.  The ACOM Debtors
disputed the calculations.  The ACOM Debtors calculated the Final
Purchase Price at $40,461,957, representing a $232,912 increase
in the Final Purchase Price, which would necessitate a
distribution to the ACOM Debtors of the entire Escrow Amount.

During the course of negotiations, Devcon reduced the purchase
price by $4,909,149 and out of this amount, the Parties agreed to
submit disputed adjustments in the calculation of the Final
Purchase Price of $2,761,514 to the Court and resolve the
remaining disputed adjustments of $2,147,635 in an adversary
proceeding.

Devcon and the ACOM Debtors have determined to avoid the cost and
risk of further litigation, and have agreed to resolve the
dispute and all other outstanding issues between them.

The Parties agreed that:

    a. they will take all steps required to effectuate the release
       and payment held under the Escrow Agreement, consisting of
       the escrow amount and the accumulated interest:

       * $2,349,578 to Devcon;

       * $1,673,326 to the Debtors; and

       * all interest accumulated on the Escrow Account to the
         Debtors;

    b. Devcon will pay the ACOM Debtors $49,173 on account of
       Devcon's usage of vehicles owned by ACOM for the months of
       April, May and June 2005;

    c. within ten days after the payment to each of the Parties of
       the Settlement Payment, they will execute and file a
       stipulation of dismissal; and

    d. they have executed mutual releases, subject to the ACOM
       Debtors' rights to indemnification as set in the Asset
       Purchase Agreement.

Headquartered in Coudersport, Pa., 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.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 123;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AFFINITY GROUP: December 31 Balance Sheet Upside Down by $152 Mil.
------------------------------------------------------------------
Affinity Group Holding, Inc., delivered its annual report on Form
10-K for the year ended Dec. 31, 2005, to the Securities and
Exchange Commission on March 3, 2006.

For the 12 months ended Dec. 31, 2005, Affinity Group's net income
decreased to $5,639,000 from a net income of $10,251,000 for 2004.

For the 12-months ended Dec. 31, 2005, Affinity Group's total
revenues increased to $485,600,000 from total revenues of
$464,700,000 for the year ended Dec. 31, 2004.  The Company
generated net cash from operations of $17,100,000 for the year
ended Dec. 31, 2005.

At Dec. 31, 2005, Affinity Group's balance sheet showed
$418,895,000 in total assets and $571,364,000 in total
liabilities.  Additionally, the Company has a working capital
deficit of $6,400,000 at Dec. 31, 2005.

A full-text copy of Affinity Group Form 10-K report is available
for free at http://ResearchArchives.com/t/s?646

Affinity Group Holding, Inc., is a holding company and the direct
parent of Affinity Group, Inc., and a wholly-owned subsidiary of
AGI Holding Corp, a privately-owned corporation.  The Company is a
member-based direct marketing organization targeting North
American recreational vehicle (RV) owners and outdoor enthusiasts.  
The Company's club members form a receptive audience to which
Affinity Group Holding sells products, services, merchandise and
publications targeted to their specific recreational interests.  
In addition, the Company is a specialty retailer of RV-related
products.

At Dec. 31, 2005, Affinity Group's total stockholder's deficit
decreased to $152,469,000 from a deficit of $158,108,000 at
Dec. 31, 2004.

                          *     *     *

As reported in the Troubled Company Reporter on March 16, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
Affinity Group Holding Inc.'s (B+/Negative/--) proposed
$75 million senior unsecured notes due 2012.  At the same time,
Standard & Poor's affirmed its ratings on Ventura, California-
based operating subsidiary Affinity Group Inc., including the 'B+'
corporate credit rating, and revised the outlook on both companies
to negative from stable.


ALGOMA STEEL: CDN$200M Dividend Cues DBRS to Hold BB (low) Rating
-----------------------------------------------------------------
Dominion Bond Rating Service notes that Algoma Steel Inc.
announced a CDN$200 million distribution to shareholders, which is
expected by the end of second quarter 2006.  The distribution is
part of the agreement reached with the Company's largest
shareholder, Paulson & Co. Inc., which has withdrawn its request
for a special shareholder meeting to vote on a capital
reorganization plan.  Algoma management had opposed the original
plan put forth by Paulson.

DBRS notes that the distribution will have a limited impact on
Algoma's credit profile and the rating, BB (low), remains
unchanged.  The distribution is less than half the amount proposed
by Paulson, and new debt will not be issued.  On a pro forma
basis, Algoma remains virtually debt-free and cash reserves
continue to be favourable.  The Company is expected to continue to
generate free cash flow in 2006, which will add to liquidity and
reduce financial risk.

For more information on this credit or on this industry, please
visit http://www.dbrs.com/


ALION SCIENCE: Moody's Affirms B1 Rating on Upsized $211MM Loan
---------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on Alion Science
and Technology Corporation's senior secured term loan B, which is
being upsized to $211 million from $143 million.  Moody's also
affirmed the B1 rating on Alion's $30 million revolver and B2
corporate family rating.  

Alion has boosted the size of the planned incremental increase in
term loan B to $68 million from the previously contemplated $50
million.  Moody's expects the increased borrowings to be used to
fund acquisitions and new business.  The ratings outlook is
stable.  The ratings are subject to review of final, executed
documents.

These ratings were affirmed:

   * $30 million senior secured revolving credit facility due
     2009, rated B1

   * $211 million senior secured term loan B due 2009, rated B1

   * Corporate family rating, B2

Alion Science and Technology Corporation, headquartered in McLean,
Virginia, is an employee-owned technology solutions company
delivering technical solutions and operational support to the
Department of Defense, civilian government agencies, and
commercial customers.  Revenue for the twelve months ended
Dec. 31, 2005, was $401 million.


AOL LATIN: Ct. OKs Open-Ended Deadline to File Notices of Removal
-----------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave America Online Latin America Inc., and
its debtor-affiliates more time to file notices of removal with
respect to prepetition civil actions pursuant to Rules
9027(a)(2)(A), (B) and (C) of the Federal Rules of Bankruptcy
Procedures.

The Debtors have until the earlier of:

   -- the effective date of their Joint Plan of Reorganization and
      Liquidation, and

   -- July 31, 2006.

The Debtors filed their Joint Plan and accompanying Disclosure
Statement on Jan. 17, 2006, and Judge Walrath approved the
Debtors' Disclosure Statement on Feb. 23, 2006.

As reported in the Troubled Company Reporter on Feb. 24, 2006,
the Debtors gave the Court three reasons supporting the extension:

   (1) it will give the Debtors more time and opportunity to make
       fully informed decisions concerning the removal of each
       pending prepetition civil action;

   (2) it will assure that the Debtors do not forfeit valuable
       rights under 28 U.S.C. Section 1452; and

   (3) the extension will not prejudice the rights of the Debtors'
       adversaries because any party to a prepetition civil action
       that is removed may seek to have it remanded to the
       appropriate state court pursuant to 28 U.S.C. Section
       1452(b).

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


ARMSTRONG WORLD: Parent Posts $10MM Operating Loss in Fourth Qtr.
-----------------------------------------------------------------
Armstrong Holdings, Inc., the parent company of Armstrong
World Industries, Inc., reported net sales for the year ending
Dec. 31, 2005 of $3,558.4 million, an increase of 1.7% from the
$3,497.3 million reported for 2004.  

During 2005, Armstrong recorded non-cash charges related to
changes to the U.S. pension plan of $16.9 million, and
$17.6 million of fixed asset impairment.  During 2004, Armstrong
recorded non-cash goodwill impairment charges of $108.4 million
and a fixed asset impairment charge of $44.8 million related to
European resilient flooring business.

For the fourth quarter 2005 net sales of $861.7 million were 0.7%
higher than fourth quarter net sales of $855.3 million in 2004.  

An operating loss of $10.1 million was recorded for the fourth
quarter of 2005 compared to an operating loss of $134.8 million in
the fourth quarter of 2004.

During the fourth quarter of 2005, Armstrong recorded non-cash
charges related to changes to the U.S. pension plan of
$16.9 million, and $17.6 million of fixed asset impairment.  
During the fourth quarter of 2004, Armstrong recorded a non-cash
goodwill impairment charge of $48.4 million and a fixed asset
impairment charge of $44.8 million related to the European
resilient flooring business.

During 2004, Armstrong implemented several manufacturing and
organizational changes to improve its cost structure and enhance
its competitive position.  The Company did not initiate any
additional manufacturing or organizational changes in 2005 but did
incur costs in 2005 related to previously announced cost reduction
initiatives.  

In 2005, charges for cost reduction initiatives totaled
approximately $53 million, of which approximately $21 million was
for accelerated depreciation and fixed asset impairments.  The
charges for these initiatives incurred in 2004 totaled
approximately $50 million, of which approximately $32 million was
for accelerated depreciation and fixed asset impairments.  The
remaining amounts were primarily for severances and other related
costs.  In addition to the above items, results for 2005 reflect
increased selling prices that largely offset higher raw material
and energy costs.

             Segment Highlights for the Full Year 2005

Resilient Flooring net sales of $1,185.4 million in 2005 decreased
from net sales of $1,215.1 million in 2004.  The decline was
related to lower laminate sales volume related to a decision by a
major customer to increase purchases of non-Armstrong laminate
flooring products, and by a decline in residential vinyl sales as
consumer preference in the market continued to shift away from
vinyl products.

An operating loss of $25.8 million was recorded in 2005 compared
to an operating loss in 2004 of $150.2 million.  2005 operating
results reflect the negative impact of sales volume declines and
increased cost to acquire petroleum-based raw materials.

Wood Flooring net sales of $833.9 million in 2005 were level with
sales of $832.1 million in the prior year.  Unit volume increased
2% while prices were lowered in response to declining lumber
prices.  

Operating income grew to $60.9 million in 2005 compared to
operating income of $51.4 million in 2004.  Operating results
benefited from increased volume, manufacturing efficiencies
related to cost reduction initiatives and improvements in
productivity at some plant locations.  The improvement was made
despite fixed asset impairment charges of $15.4 million in 2005.

Textiles and Sports Flooring net sales of $279.0 million increased
in 2005 compared to $265.4 million in 2004.  An operating loss of
$4.4 million was recorded in 2005 compared to an operating loss of
$7.1 million recorded for 2004.  The reduced 2005 operating loss
was primarily due to increased sales volume, improved product mix,
manufacturing efficiencies and reduced overhead expenses.

Building Products net sales of $1,047.6 million in 2005 increased
from $971.7 million in the prior year.  Operating income increased
to $148.5 million from operating income of $127.0 million in 2004.
Volume growth and increased equity earnings in WAVE drove
operating income improvement.  Price realization essentially
offset inflationary pressure from raw materials, energy and
freight.

Cabinets 2005 net sales of $212.5 million were level with 2004
sales of $213.0 million.  Operating loss of $9.7 million was
recorded in 2005 compared to an operating income of $1.4 million
in the prior year.  Operating losses in 2005 were primarily caused
by manufacturing inefficiencies resulting from plant consolidation
and higher SG&A expenses.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major  
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.  When the Debtors
filed for protection from their creditors, they listed
$4,032,200,000 in total assets and $3,296,900,000 in
liabilities.


BALL CORP: Senior Notes Priced to Yield 6.65% & Mature in 2018
--------------------------------------------------------------
Ball Corporation disclosed in a free writing prospectus filed
with the Securities and Exchange Commission that its senior
notes currently offered earns annual interest at 6-5/8%.  The
Company also changed the maturity date from March 15, 2016, to
March 15, 2018.

As reported in the Troubled Company Reporter on Mar. 7, 2006, the
Company is offering $450 million in aggregate principal amount of
its Senior Notes to partly fund its acquisition of:

   * the U.S. and Argentinean operations of U.S. Can Corporation;  
     and

   * certain North American plastic bottle operations owned by
     Alcan Inc.  

The offering hinges on the closing of the U.S. Can buy-out but is
not conditioned on the closing of the Alcan Inc. acquisition.  

The Company is offering the Notes at 99.799% of principal amount.  
It expects to get $443,481,806 from the notes after deducting the
underwriting discount, which is 1.25% of principal amount.

                       Terms of the Notes

The Company will issue the notes under a base indenture with The
Bank of New York, as trustee.

Interest is payable on the notes on March 15 and September 15 of
each year beginning on Sept. 15, 2006.  The Notes' yield to
maturity is 6.65%.

The notes are senior unsecured obligations of the company and will
rank:

   -- equally in right of payment to all of existing and future
      senior unsecured indebtedness; and

   -- senior in right of payment to all future indebtedness that
      expressly provides for its subordination to the notes.  

The notes are junior to all secured indebtedness of the Company
and all liabilities, including trade payables, of the Company's
subsidiaries that are not guarantors of the notes.

The Company may redeem all or part of the notes on or after
March 15, 2011.  Prior to March 15, 2009, the Company may redeem
up to 35% of the notes from the proceeds of certain equity
offerings.  Prior to March 15, 2011, the Company may redeem any or
all of the notes upon payment of a "make-whole" premium.

The offer's underwriters are:  

   * Lehman Brothers Inc.,
   * Banc of America Securities LLC,
   * J.P. Morgan Securities Inc.,
   * Deutsche Bank Securities Inc.,
   * BNP Paribas Securities Corp.,
   * KeyBanc Capital Markets, a Division of McDonald Investments
     Inc.

A full-text copy of the Free Writing Prospectus is available for
free at http://ResearchArchives.com/t/s?63d

Headquartered in Broomfield, Colorado, Ball Corporation --
http://www.ball.com/-- is a supplier of high-quality metal and    
plastic packaging products and owns Ball Aerospace & Technologies
Corp., which develops sensors, spacecraft, systems and components
for government and commercial customers.  Ball reported 2005 sales
of $5.7 billion and the company employs 13,100 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 6, 2006,
Moody's Investors Service assigned ratings to Ball Corporation's
proposed $500 million senior secured term loan D, rated Ba1, and
proposed $450 million senior unsecured notes due 2016-2018, rated
Ba2.  

Moody's also affirmed existing ratings, which include Ba1 ratings
on $1.475 billion senior secured credit facilities and
$550 million senior unsecured notes due Dec. 12, 2012.  The
ratings outlook is stable.  The ratings are subject to review of
final documentation.

As reported in the Troubled Company Reporter on Mar. 2, 2006,
Fitch Ball Corporation (NYSE: BLL) said Ball Corporation's
recently announced acquisitions will not affect the company's
credit ratings based on the currently available information.  
Fitch currently rates BLL as:

   -- Issuer default rating (IDR) 'BB'
   -- Senior secured credit facilities 'BB+'
   -- Senior unsecured notes 'BB'

As reported in the Troubled Company Reporter on Feb. 20, 2006,
Standard & Poor's Ratings Services revised its outlook on
Broomfield, Colo.-based Ball Corp. to stable from positive.  At
the same time, Standard & Poor's affirmed its ratings, including
its 'BB+' corporate credit rating, on the metal can and plastic
packaging producer.  These actions follow the recent announcement
by Ball that it has entered into a definitive agreement to acquire
U.S. Can Corp.'s (B/Watch Dev/--) U.S. and Argentinean operations
for approximately 1.1 million shares of Ball common stock plus the
assumption of $550 million of U.S. Can's debt.


BALL CORP: Fitch Assigns BB Rating to New Senior Unsecured Notes
----------------------------------------------------------------
Fitch Ratings assigned a rating of 'BB' to Ball Corporation's
(NYSE: BLL) new 12-year senior unsecured notes.  The notes will be
guaranteed by BLL's existing and future domestic subsidiaries.  
The new notes will rank equally in right of payment to all of
BLL's existing and future senior unsecured debt.

At the same time, BLL is raising a $500 million Term Loan D due
October 2011 under the existing credit facilities ('BB+').  The
company has:

   * a $715 million multicurrency revolver;
   * a $35 million Canadian revolver;
   * GBP85 million Term Loan A;
   * EUR350 million Term Loan B;
   * C$165 million Term Loan C; and
   * the new $500 million Term Loan D.

At Dec. 31, 2005, $547 million was available under the multi-
currency revolver.  The company also had $267 million of short-
term uncommitted credit facilities available, of which $106.8
million was outstanding.  BLL will use the proceeds from the Term
Loan D and the new notes to finance two recently announced
acquisitions (U.S. Can and Alcan plastic bottle business
acquisitions) and repay some amounts outstanding under BLL's
existing multicurrency revolver.

The ratings are supported by BLL's:

   * leading market positions in the beverage and food can market;
   * stability of end-markets and customers;
   * a strong asset base; and
   * solid free cash flow generation.

Concerns include:

   * the potential for further leveraged acquisitions;
   * higher share repurchases;
   * higher energy costs; and
   * price pressures in certain business segments.

The Rating Outlook was recently revised to Stable from Positive,
reflecting BLL's increasing allocation of discretionary cash flow
towards:

   * capital expenditures,
   * share repurchases, and
   * acquisitions.

At Dec. 31, 2005, debt/operating EBITDA was 2.3x, and on a pro
forma basis, the current ratio is expected to be in the 3.5x range
(the company's debt typically increases during the first six
months due to seasonality).  Fitch expects the company to:

   * continue to produce healthy free cash flow;

   * adjust share repurchases in order to increase cash available
     for debt reduction; and

   * focus on improving leverage over the short to medium term.

A review of the ratings and/or Rating Outlook may be considered if
leverage further increases due to:

   * additional acquisitions,
   * share repurchases, or
   * margin deterioration.

Ball Corporation manufactures metal and plastic packaging,
primarily for beverages and foods, and is also a supplier of
aerospace and other technologies and services to commercial and
governmental customers.  Major customers include Miller Brewing
Company; PepsiCo, Inc. and affiliates; Coca-Cola Company and
affiliates; all bottlers of Pepsi-Cola and Coca-Cola branded
beverages; and various U.S. government agencies.


BENCHMARK HOMES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Benchmark Homes, Inc.
        11011 "Q" Street
        Omaha, Nebraska 68137

Bankruptcy Case No.: 06-80243

Type of Business: The Debtor designs and builds houses.
                  See http://www.benchmarkomaha.com/

Chapter 11 Petition Date: March 7, 2006

Court: District of Nebraska (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Robert V. Ginn, Esq.
                  Blackwell Sanders Peper Martin LLP
                  1620 Dodge Street, Suite 2100
                  Omaha, Nebraska 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

      Entity                                   Claim Amount
      ------                                   ------------
   Pella Products Company                          $532,066
   9845 South 142nd Street
   Omaha, NE 68138

   Consolidated Supply Co., Inc.                   $453,669
   10325 J Street
   Omaha, NE 68127

   Builders Supply Co., Inc.                       $435,058
   P.O. Box 27109
   Omaha, NE 68127

   McKeans Floor Coverings                         $412,352
   10811 Harrison Street
   Omaha, NE 68128

   Lumbermens Brick & Supply                       $336,617
   P.O. Box 45506
   Omaha, NE 68137

   Kellys Carpet                                   $284,742
   90th & L Street
   P.O. Box 241336
   Omaha, NE 68124

   S.U.B.B. Contractors                            $277,077
   9741 South 147th Street
   Omaha, NE 68138

   Kathol Drywall Service, Inc.                    $272,135
   7220 South 141 Street
   Omaha, NE 68138

   PFI/Poured Foundations, Inc.                    $258,935
   4502 Mark Street
   Omaha, NE 68133

   Standard Heating and Air Conditioning           $258,850
   11746 Portal Road
   Omaha, NE 68128

   Micro Plumbing Inc.                             $207,169

   Lanoha Nurseries Inc.                           $168,088

   Absolute Painting                               $160,767

   Team Electric, Inc.                             $156,772

   McNichols Brothers                              $153,638

   Ayres Kahler                                    $148,465

   SID #438                                        $142,592

   C.D. White Excavating                           $133,009

   Arid Resources, Inc.                            $131,161

   Great Western Bank                              $118,378


BERRY-HILL GALLERIES: Resolves Dispute with Coram & Christie's
--------------------------------------------------------------
Berry-Hill Galleries, Inc., entered into a definitive agreement
resolving all disputes between the Company and its affiliate,
Coram Capital LLC, and Christie's.  The settlement is subject to
approval by the U.S. Bankruptcy Court for the Southern District of
New York.

With this agreement in place, Berry-Hill is a step closer to its
emergence from bankruptcy.  Several weeks ago, the Company
resolved all disputes with its primary lender, ACG Credit Company,
LLC, an affiliate of Art Capital Group.  Berry-Hill sought chapter
11 protection in December 2005 as a strategic decision to protect
its business and customers while dealing with short-term liquidity
issues resulting from a lawsuit filed against the Company in
August 2005 by ACG.

In addition to mutual releases, the settlement provides for
ownership by Christie's of the Edward Hopper painting "Chair Car"
and permits Berry-Hill to show that painting to prospective
buyers, earn a fee as the introducing broker, and participate with
Christie's in the allocation of proceeds and any profits from its
sale.

The settlement also requires Christie's to deliver to Coram
proceeds from consigned Coram artwork sold at a May 19, 2005
Christie's auction and return to Coram those pieces not sold.

"We are very pleased to have reached this agreement with our
friends and valued business partners at Christie's," Frederick D.
Hill, a director of Berry-Hill Galleries, Inc., said.  "Our
business is strong and we continue to provide the highest level of
service and expertise to our valued customers.  This agreement
puts us on an accelerated path toward emergence from chapter 11,
and will allow us to continue the fruitful and productive business
relationship we have had with Christie's for many years to come."

The Company also noted that preparations continue for its highly
anticipated exhibition 'Toward a New American Cubism,' which will
run from May 23 through July 7, 2006.  The exhibition will feature
extensive new research on the subject.  It will include important
works of art on loan from major institutions as well as private
collections, and will be accompanied by the publication of a
substantial catalogue.

Berry-Hill Galleries is represented by the law firm of Kramer
Levin Naftalis & Frankel LLP, and has engaged Gordian Group, LLC
as its investment bank.  Alan M. Jacobs of AMJ Advisors, LLC, is
the Chief Restructuring Officer.

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


BON-TON STORES: Completes Purchase of Saks' Northern Store Group
----------------------------------------------------------------
The Bon-Ton Stores, Inc. (NASDAQ:BONT) completed the acquisition
of Saks Incorporated's Northern Department Store Group, which
consists of 142 stores located in 12 states.

Under terms of the purchase agreement, Bon-Ton paid approximately
$1.05 billion in cash, reflecting certain purchase price
adjustments, for NDSG, which generated net sales in fiscal 2005 of
approximately $2.2 billion.  With completion of the transaction,
Bon-Ton will operate a total of 279 stores in 23 states with
approximately $3.4 billion in net sales for fiscal 2005.

On March 6, 2006, Bon-Ton issued 10.25% Senior Notes due 2014 in
the aggregate principal amount of $510 million in order to finance
the acquisition and the related refinancing of its existing
indebtedness.  Additionally, the Company entered into a $1 billion
senior secured revolving credit facility led by Bank of America,
N.A., as agent, and a $260 million loan facility with Bank of
America, N.A., as lender.

"With the close of this acquisition, Bon-Ton has become a major
player in the retail industry and the second largest regional
department store operator in the country," said Bud Bergren,
President and Chief Executive Officer of Bon-Ton.  "We look
forward to realizing the potential of this business combination."

"We welcome our new associates from NDSG to the Bon-Ton family and
are excited about the opportunity to build on the tradition of
excellence and customer service they have established." added Mr.
Bergren.  "Two great organizations have come together and with the
talent, experience and insight of the combined teams, we see
tremendous opportunity ahead.  This merger will enhance
shareholder value by providing an expanded and diversified
geographic presence and economies of scale that we believe will
drive greater profitability."

                         Integration Plan

Bon-Ton's corporate office will remain in York, Pennsylvania where
the corporate administrative and back office support functions
will reside.  Merchandising and marketing functions for the
combined operations will operate out of the existing NDSG
headquarters in Milwaukee, Wisconsin.  Integration activities will
begin immediately and are expected to be completed within 18 to 24
months.  During a transition period, Saks will provide Bon-Ton
with specified support services including information technology
and other back office support functions for NDSG.

Mr. Bergren continued, "Initially we will focus on consolidating
our merchandising, marketing and inventory management functions to
enhance the shopping experience for our customers.  Shortly
thereafter we will address back office activities such as human
resources, accounting, proprietary credit card operations and
information technology.  The management teams at Bon-Ton and NDSG
have been working diligently over the past several months to
position the Company for the integration process.  We expect to
realize cost savings beginning in 2006 from the consolidation of
headquarters functions, achieving economies of scale and the
adoption of best practices across the combined company.  We fully
expect this acquisition to be accretive to earnings in fiscal
2006."  

Lazard served as financial advisor to Bon-Ton in the transaction,
Wolf, Block, Schorr and Solis-Cohen LLP acted as legal counsel.

Headquartered in York, Pennsylvania, The Bon-Ton Stores, Inc. --
http://www.bonton.com/-- operates 279 department stores in 23  
states in the Northeast, Midwest and Great Plains under the
Bon-Ton, Elder-Beerman, Bergner's, Boston Store, Carson Pirie
Scott, Herberger's and Younkers nameplates.  The stores offer a
broad assortment of brand-name fashion apparel and accessories for
women, men and children, as well as cosmetics, home furnishings
and other goods.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 02, 2006,
Fitch Ratings assigned ratings to The Bon-Ton Stores, Inc., as:

   -- Issuer default rating 'B-'
   -- $1 billion senior secured credit facility 'B+/RR2'
   -- $260 million mortgage loan facility 'B+/RR2'
   -- $525 million of senior unsecured notes 'CCC/RR6'

Fitch estimated that approximately $1.2 billion of debt would be
outstanding following BONT's acquisition of Saks Incorporated's
Northern Department Store Group, and said the Rating Outlook is
Stable.


BOOKER T. WASHINGTON: Placed Under Receivership in Alabama
----------------------------------------------------------
Booker T. Washington Insurance Co. agreed to be put into
receivership after the Alabama Department of Insurance discovered
that the company was insolvent by $4.3 million, according to
various published reports.  

Denise B. Azar serves as the Receiver and was appointed to that
post by the Jefferson County Circuit Court on Wed., Feb. 22, 2006,
with the consent of Alabama Insurance Commissioner Walter A. Bell
and the insurer's corporate officers.  A copy of the Consent Order
entered by the Circuit Court is available at no charge at
http://aldoi.gov/PDF/Companies/BTWOrderofRehabilitation.pdf

The department did not says how long the company will be under
receivership but gave assurance that consumer's claims will
continue to be paid and that policyholders should keep paying
premiums to guarantee coverage.

"I am pleased with the leadership of Booker T. Washington
Insurance Company for working with us on this step," Commissioner
Bell said.  "We will all work together with the aim of
rehabilitating this company."

"I am hopeful that we can rehabilitate this company and am eager
to work with company officials to do so," Ms. Azar said.  "The
cooperation that we have received from the management team has
been outstanding in this very important time."

Booker T. Washington Insurance Co. was founded by legendary
African American businessman Arthur George Gaston in 1931


BOOKER T. WASHINGTON: Receivership Triggers A.M. Best's E Rating
----------------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to E (Under
Regulatory Supervision) from C- (Weak) of Booker T Washington
Insurance Company, Inc. (Birmingham, Alabama).  The rating action
follows the announcement by the Alabama Department of Insurance
that BTWIC had voluntarily submitted to being placed into
receivership.

BTWIC recorded a significant decline in surplus in its first
quarter 2005 statutory statement, following several years of
capital erosion.  A recent routine examination by the Alabama
Department of Insurance indicated that BTWIC was insolvent by
$4.3 million.

Concurrent with this action, A.M. Best has downgraded the FSR to D
(Poor) from C- (Weak) of BTWIC's life subsidiary, Universal Life
Insurance Company (Universal Life) (Birmingham, Alabama).  The
rating outlook is negative.

While A.M. Best notes that Universal Life has not been placed into
receivership at this time, the rating action reflects the view
that the entire insurance organization is stressed by this
regulatory action and considers the historically weak operating
performance of Universal Life.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


CALPINE CORP: Inks DIP Credit Facility Amendment with DIP Lenders
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 23, 2006, the
U.S. Bankruptcy Court for the Southern District of New York gave
Calpine Corporation final approval to obtain $2 billion debtor-in-
possession credit facility to fund operations during its chapter
11 restructuring and to retire certain obligations at The Geysers.  

The DIP facility will remain in place until the earlier of an
effective Plan of Reorganization or Dec. 20, 2007.  The DIP
facility is secured by liens on all of Calpine's unencumbered
assets and junior liens on all of its encumbered assets.

                       DIP Facility Amended

Calpine Corporation and certain of its subsidiaries have entered
into an amendment of the Revolving Credit, Term Loan and
Guarantee Agreement among the Company, as borrower, the other
Loan Parties, as guarantors, Credit Suisse and Deutsche Bank
Trust Company Americas, as joint administrative agents, joint
syndication agents and joint documentation agents, and Deutsche
Bank Securities Inc. and Credit Suisse, as joint lead arrangers
and joint book runners.

Calpine discloses in a Form 8-K filing with the Securities and
Exchange Commission that the Amendment, among other things,
permits the Company to withdraw funds necessary to complete
Geysers Power Company, LLC, acquisition of 19 geothermal power
plants in Sonoma and Lake Counties, California.

The Amendment specifically permits Calpine to repay certain
indebtedness associated with a leveraged lease and the
reacquisition of title to the Geysers from the revolving
commitment under the DIP Facility.

The Credit Agreement had originally provided that amounts
necessary for the completion of the Geysers Transaction could be
drawn only from the second priority term loan commitment.

The Geysers Transaction was consummated on February 3, 2006.

Additionally, the Amendment finalized or clarified the provisions
of the Credit Agreement, including certain covenants and
definitions, including by adding a definition of EBITDA and
providing the applicable interest coverage and leverage ratios
required to be met with respect to the Geysers subsidiaries.

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.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  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. 9; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Canadian Affiliates' CCAA Stay Extended to April 20
-----------------------------------------------------------------
At the request of Calpine Corporation's Canadian subsidiaries,
Madam Justice B.E.C. Romaine of the Court of Queen's Bench of
Alberta, Judicial District of Calgary, extends the stay under the
Companies' Creditors Arrangement Act, R.S.C. 1985 c. C-36, to and
including April 20, 2006.

Toby Austin, director and Secretary of Calpine Canada Energy
Limited, contends that an extension of the CCAA stay is necessary
to enable the Applicants and the CCAA Parties to continue their
restructuring efforts with a view to maximizing value for the
benefit of all their stakeholders.

Nine Calpine subsidiaries obtained protection from their creditors
under the CCAA pursuant to an Initial CCAA Order dated Dec. 20,
2005.

The Applicants are:

    -- Calpine Canada Energy Limited;
    -- Calpine Canada Power Ltd.;
    -- Calpine Energy Financial ULC;
    -- Calpine Energy Services Canada Ltd.;
    -- Calpine Resources Company;
    -- Calpine Canada Power Services Ltd.;
    -- Calpine Canada Energy Finance II ULC:
    -- Calpine Natural Gas Services Limited; and
    -- 3094479 Nova Scotia Company

In addition to the Applicants, the Initial CCAA Order provided a
stay of the proceedings against Calpine Energy Services Canada
Partnership, Calpine Canada Natural Gas Partnership and Calpine
Canadian Saltend Limited Partnership -- the CCAA Parties.

Ernst & Young, Inc., was appointed monitor for the Applicants and
the CCAA parties.

Mr. Austin says the Applicants have implemented procedures to
minimize cash outflows and have worked with the Monitor in
preparing cash flow forecasts for the extension period.  The
cash flow forecasts demonstrate that the Applicants will have
sufficient cash through the extension period to fund operations.

                   Discussion with Stakeholders

Neil Narfason, senior vice president of Ernst & Young, Inc.,
reports that the Applicants, CCAA Parties and their advisors have
initiated dialogue with several of their major stakeholders and
their advisors, including the Calpine Power Income Fund, counsel
to the Trustee of ULC2 public bonds, certain bondholder counsel
and Calpine Corporation.  The parties discussed issues with
respect to the Initial Order and the development of a framework
to allow the Applicants and the CCAA Parties to move forward in
their restructuring process.  Discussion with the stakeholders is
currently in the initial stages.

                       Review of Contracts

Mr. Narfason also relates that the Applicants and CCAA Parties,
with the assistance of its advisors and the Monitor, are
currently in the process of reviewing and valuating the various
contracts pertaining to their operations.  The majority of the
relevant contracts are held by either CCNG or CESCA, as these two
entities effectively manage Calpine Canada's energy trading.

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.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  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. 9; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Court Okays Changes to Final Cash Collateral Order
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 23, 2006, the
U.S. Bankruptcy Court for the Southern District of New York
authorizes, on a final basis, Calpine Corporation and its debtor-
affiliates to:

   1.  use the Calpine Corp. Cash Collateral to:

       * pay the Debtors' ordinary and necessary business
         expenses;

       * pay expenses related to the administration of the
         Debtors' estates and the Chapter 11 cases; and

       * make adequate protection payments of principal and
         interest or other amounts;

   2.  use the Restricted Cash in accordance with any applicable
       Cash Waterfall Provisions;

   3.  distribute Unrestricted Cash to their parent entities that
       are Debtors through a Project Intercompany Loan
       notwithstanding the existence of an event of default or
       cross-default under the Project Loan Documents, or the
       insolvency of, the Project Debtors or any affiliates of
       the Project Debtors or resulting from the failure by any
       Debtor to make any payment during the prepetition period;
       and

   4.  incur indebtedness under a Project Intercompany Loan,
       provided, however, that Calpine Greenleaf, Inc. will also
       be authorized to use Restricted Cash to pay the
       prepetition portion of the invoices for maintenance and
       similar expenses.

The Court previously approved interim amendments to the Final Cash
Collateral Order.

Under the amended order, these 13 companies comprise the Project
Debtors:

     * Calpine Generating Company, LLC,
     * KIAC Partners; Nissequogue Cogen Partners,
     * Calpine Gilroy Cogen, L.P.,
     * Geysers Power Company, LLC,
     * Silverado Geothermal Resources, Inc.,
     * O.L.S. Energy-Agnews, Inc.,
     * Calpine Hidalgo Power GP, LLC,
     * Calpine Hidalgo Energy Center, L.P.,
     * Calpine Hidalgo Power, LP,
     * Calpine Hidalgo Inc.,
     * Calpine Hidalgo Holdings,
     * MEP Pleasant Hill, LLC, and
     * CPN Pleasant Hill, LLC.

The Project Lessees are comprised of these 10 companies:

     * Rumford Power Associates Limited Partnership,
     * Tiverton Power Associates Limited Partnership,
     * Calpine Monterey Cogeneration, Inc.,
     * Calpine Greenleaf, Inc.,
     * Calpine Northbrook Project Holdings, LLC,
     * Broad River Holdings, LLC,
     * Broad River Energy LLC,
     * RockGen Energy LLC,
     * South Point Holdings, LLC, and
     * South Point Energy Center, LLC.

Under the Amended Cash Collateral Order, the Court finds it
necessary to protect the Project Lessors' interest in the
applicable leased facility and collateral pledged, if any, by the
Project Lessees to secure the applicable Project Lessee's
obligations.

As adequate protection for any diminution in value of the Project
Lender Collateral or the Project Lessor Collateral, including,
from the use of the Restricted Cash in accordance with the
applicable Cash Waterfall Provisions, the use of the Unrestricted
Cash as well as Project Lender Collateral or the Project Lessor
Collateral, the Court rules that each Project Lessor will receive
reasonable fees and disbursements including, the fees of counsel
and financial advisors to the Project Lessors, the indenture
trustees and pass-through trustees, the Ad Hoc Committee,
Quadrangle or agents under the Project Loan Documents and Project
Lease Documents.

However, a Project Lessee's obligation to pay professional fees
and expenses will cease on the earlier to occur of:

   (i) a Termination Event with respect to the Project Lessee;
       and

  (ii) the date that falls 20 days after receipt by the Project
       Lessor of notice that the Project Lessee has determined to
       reject their lease.

The Project Lessors are granted valid, binding and enforceable
security interests in and replacement liens on all prepetition
and postpetition property of the Project Lessees of whom each
Project Lessor is a creditor or has a pledge of assets.

The replacement liens and security interests will be equal to the
extent of the aggregate diminution in value, if any, after the
Petition Date, of a Project Lessor's particular Project Lessor
Collateral.  However, the Project Lessor Replacement Liens will
be subordinate and junior to the DIP Liens and will be senior to
the Calpine Corp. First Replacement Liens and Calpine Corp.
Second Replacement Liens.  The Replacement Liens will also be
subject to the payment of the Carve Out.

The Project Lessors agree to waive any right to appeal or file a
motion to reconsider or stay the Cash Collateral Order.  DZ Bank,
Celanese Ltd., U.S. Bank, Quadrangle and the Ad Hoc Committee
agree to withdraw any appeal of, or motion to reconsider or stay,
the Final Cash Collateral Order.

To the extent that Calpine Energy Services fails to make any
payment -- other than any payment that CES is prohibited from
making as a result of having filed for bankruptcy -- when due
under tolling agreements, MEP Pleasant Hill, Calpine Northbrook,
Broad River Holdings, Broad River Energy, RockGen Energy, South
Point Holdings, and South Point Energy Center will automatically
be added to the list of Designated Projects and a Termination
Event will be deemed to have occurred as to the entity.

Any funds advanced by the Project Lenders or the Project Lessors
to the entity, with the entity's consent or as authorized by the
Bankruptcy Court as adequate protection for the Project Lenders
or Project Lessors, as applicable, after the entity has been
deemed a Designated Project, will be repaid together with
interest, fees and costs, if any, by the Debtors if the entity is
not surrendered to the Project Lenders or Project Lessors, as
applicable, within one year.

                          *     *     *

The Hon. Burton R. Lifland of the Bankruptcy Court for the
Southern District of New York approves the amendments to the Final
Cash Collateral Order, on a final basis.

Baker Hughes Oilfield Operations, Inc., had objected to the Cash
Collateral Order because it provided that various junior claims
cannot be paid until obligations under the DIP Facility are paid.  
BHI argued that other creditors and parties should not be paid
before BHI, as it has the most senior position in the financial
structure of the Debtors.

BHI seeks payment of a $331,913 unsecured claim, plus interest
and legal fees.  BHI said it is secured on assets of Geysers
Power Company II, LLC.

Judge Lifland rules that, to the extent that BHI's liens and
interests are valid and perfected, the Debtors are authorized and
directed to pay BHI immediately, pursuant to the order
authorizing the Debtors to pay prepetition mechanics' lien
claims.  

BHI will withdraw its objection with prejudice.

Upon payment, BHI will be bound by the terms of the Mechanics'
Lien Order and will be required to comply with every provision.  
BHI will also be bound by the terms of a letter Calpine Operating
Services Company Inc. sent to BHI to cover the payment.  BHI is
to open credit terms as agreed to in a contract among BHI, Baker
Petrolite Corporation, and Calpine Operating Services, Inc.  

A full-text copy of the amended Final Cash Collateral Order is
available free of charge at http://ResearchArchives.com/t/s?64d

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.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  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. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Insurers Cry Spokane Disclosure Statement Flawed
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 30, 2005,
General Insurance Company of America and ACE Property & Casualty
Insurance Company, as successor-in-interest with regard to
policies issued by Aetna Insurance Company, issued insurance
policies to the Diocese of Spokane.

The Insurers informed the U.S. Bankruptcy Court for the Eastern
District of Washington that the Diocese of Spokane's Disclosure
Statement lacks adequate information required by Section 1125 of
the Bankruptcy Code.

The Disclosure Statement states that each Insurer will be given an
opportunity to participate in the Plan of Reorganization and
become a settling insurer.  Settling Insurers, in exchange for
their contributions, will receive an injunction against
"prosecution of claims . . . by any Creditor or other party-in-
interest, including a Tort Claimant."

David E. Eash, Esq., at Huppin Ewing Anderson & Paul, P.S., in
Spokane, Washington, notes that the Insurers are concerned that
the Plan may alter their rights and obligations and improperly
subject them to decisions of the so-called "Special Arbitrator"
sought to be appointed in connection with Spokane's Plan.

To what extent the Plan would affect Insurers' rights is unclear
because the most critical Plan provisions are contained in
documents, particularly the Settlement Trust Agreement and the
Litigation Trust Agreement, that have not yet been provided.

The failure to give parties-in-interest an opportunity to view the
Trust Agreement should not be understated, Mr. Eash asserts.  The
Settlement Trust is the centerpiece of the Plan.  It is the
vehicle to which all sexual abuse claims will be channeled unless
the claimant specifically opts out of the Settlement Trust in
favor of litigating his or her claim in state court.

                            *    *    *

Eight insurers notify the Court that the Diocese of Spokane has
given them an indefinite extension of time within which they may
file their objections to the Disclosure Statement.

The Insurers are:

     (1) ACE Property & Casualty Insurance Company,
     (2) American Casualty Company of Reading, Pennsylvania,
     (3) Columbia Casualty Company,
     (4) Continental Insurance Company,
     (5) General Insurance Company of America,
     (6) Oregon Auto Insurance Company,
     (7) Pacific Insurance Company, and
     (8) The Glens Falls Insurance Company

Susan Brye Jahnke, Esq., at Lane Powell PC, in Chicago, Illinois,
informs Judge Williams that Spokane has advised the Insurers that
the Diocese will further amend its Disclosure Statement to reflect
changes occasioned by the Diocese's tentative settlement with the
Tort Litigants Committee.

The Insurers preserve and do not waive any and all of their
objections to the Disclosure Statement.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane FCR Taps Hamilton Rabinovitz as Advisor
----------------------------------------------------------------
Gayle E. Bush, the Future Claims Representative appointed in the
Diocese of Spokane's case, is required to file a proof of claim
for the victims that he represents.  According to Mr. Bush, he
requires assistance from an expert in estimating the amount of
child sexual abuse claims, which may reasonably be expected to be
asserted in the future.

In this regard, Mr. Bush believes that Hamilton Rabinovitz &
Alschuler, Inc., is well qualified for the job.  Mr. Bush seeks
authority from the U.S. Bankruptcy Court for the Eastern District
of Washington to retain Hamilton as his consultants.

Hamilton is a full service financial and litigation support firm.
It has extensive experience with mass tort litigation, including
cases in the bankruptcy context.  Hamilton has also assisted a
number of companies estimate future tort claims.  This includes
the Archdiocese of Portland in Oregon, which Chapter 11 case is
pending in the U.S. Bankruptcy Court for the District of Oregon.

According to Mr. Bush, Hamilton will be provided data on known
childhood sexual abuse in Spokane.  From that data, the firm will:

   -- estimate patterns of abuse;

   -- forecast potential claims;

   -- allocate the claims based on severity; and

   -- estimate the number and severity of causal link claims and
      claims projected to be asserted against the Spokane Diocese
      in the future.

A detailed summary of Hamilton's scope of work is available for
free at http://ResearchArchives.com/t/s?64e

Hamilton will be paid for its services on an hourly basis.  
Hamilton's discounted hourly rates range from $150 for research
associates to $325 for senior partners:

                                   Discounted
      Professional                Hourly Rates
      ------------                ------------
      Senior Partners                 $325
      Junior Partners                 $325
      Principals                      $325
      Directors                       $325
      Managers                        $300
      Senior Analysts                 $250
      Analysts                        $175
      Research Associates             $150

Hamilton has drafted an estimated budget for the performance of
its services.  A full-text copy of the budget is available for
free at http://ResearchArchives.com/t/s?64f

Francine F. Rabinovitz, Hamilton's executive vice president,
assures Judge Williams that the firm does not hold or represent an
interest adverse to the Diocese's estate, and is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CERTEGY INC: S&P Downgrades $200 Million Notes' Ratings to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
and senior secured ratings of Jacksonville, Florida-based Fidelity
National Information Services Inc. to 'BB+' from 'BB', and removed
it from CreditWatch where it was placed on Sept. 15, 2005.

At the same time, Standard & Poor's lowered its rating on
Alpharetta, Georgia-based Certegy Inc.'s $200 million of senior
unsecured notes to 'BB+' from 'BBB' and removed it from
CreditWatch where it was placed on Sept. 15, 2005.  The outlook is
positive.
      
"The rating actions follow the completed merger of FIS, a majority
owned subsidiary of Fidelity National Financial Inc. (FNF, BBB-
/Watch Pos/--), with Certegy, which has combined operations to
form a single publicly traded entity," said Standard & Poor's
credit analyst Philip Schrank.

Under the terms of the merger agreement, FIS and Certegy combined
in a tax-free, stock-for-stock merger.  After the issuance of
Certegy stock to FIS shareholders, current Certegy shareholders
will own approximately 32.5% and FIS shareholders will own
approximately 67.5% of the combined entity, with FNF directly
owning approximately 50.3%.  Additionally, Certegy has paid a
$3.75 per share special cash dividend to its shareholders prior to
the closing of the transaction.  The name of the combined company
will become Fidelity National Information Services Inc.
     
The ratings reflect the new FIS' stable recurring revenue base,
good cash-flow generation, and the opportunity to realize both
product and cost synergies over time.  The combination provides
risk management solutions and outsourcing services to:

   * financial institutions,
   * retailers,
   * mortgage lenders, and
   * real estate professionals.

While recent operating performance has been good, with operating
margins in the 20% area, the company has grown rapidly through
acquisitions, and has yet to demonstrate a sustained track record
of performance.  Growth opportunities include the cross-selling of
an integrated suite of products and services, and international
markets that are expected to grow more rapidly than the U.S.
markets.  Competition in niche markets is fragmented, and
technology, process, and delivery are key differentiators.

Barriers to entry include:

   * the investment in and development of risk and transaction
     management systems;

   * contractual relationships; and

   * the compilation of historical data.


CONSECO INC: Moody's Lifts Preferred Securities to B3 from Caa2
---------------------------------------------------------------
Moody's Investors Service upgraded the debt and insurance
financial strength ratings of Conseco, Inc., based on the
company's progress in its financial performance since emerging
from bankruptcy and the company's capital restructuring
initiatives.  

The rating agency upgraded Conseco's:

   -- bank debt and revolving credit facility to Ba3 from B2,
   -- senior convertible debentures to B1 from B3, and
   -- mandatory convertible preferred securities to B3 from Caa2.  

In addition, the rating agency raised the IFSR of Conseco Inc.'s
primary insurance subsidiaries to Baa3 from Ba1, and CSHIC's IFSR
was affirmed at Caa1.  All of the company's ratings now have a
positive outlook.

As the rationale for the rating actions, Moody's noted Conseco's
most recent steps to further enhance holding company flexibility.
The company raised approximately $330 million from the issuance of
convertible debentures in August 2005 and used the proceeds to
repay debt under its current credit facility.  

Moody's said that in addition to attaining more flexible financial
covenants under the company's amended and restated
$475 million credit facility, these latest refinancing activities
reduced the company's financing costs.

Separate and apart from the capital restructuring, Moody's notes
that the rating action also reflects Conseco's ability to meet
specific financial standards as previously articulated in prior
Moody's publications.  

These financial metrics required for possible consideration of
rating upgrade were primarily focused on statutory earnings,
financial leverage, fixed charge coverage and NAIC risk-based
capital ratios.  Year-end 2005 adjusted financial leverage and
consolidated RBC numbers of approximately 19% and 359%,
respectively, were better than our expectations of below 30% and
above 300%.  

Excluding the statutory reserve increase on long term care, the
company's statutory operating earnings were approximately in line
with our expectations.  The actual cash fixed charge coverage was
slightly below the 2.25x expectation.

Moody's added that the recently completed recapitalization should
provide Conseco additional time to execute its business strategy
as well as greater financial flexibility.  However, the current
ratings continue to reflect the challenges that Moody's believes
the company faces in attracting and retaining distribution;
growing new business and conserving existing business without
sacrificing profitability; and in servicing fixed charges at the
holding company while maintaining current risk-adjusted capital
levels at its insurance companies.

Moody's commented that its decision to affirm CSHIC's Caa1
insurance financial strength rating with a positive outlook
reflects the diminished uncertainty surrounding the company's
future earnings, relatively low capitalization levels as well as
the likelihood of financial support from Conseco, Inc.

Following its most recent rating actions, Moody's stated that the
new rating levels include these expectations:

  -- Adjusted financial leverage maintained at current levels or
     modestly above, with a corresponding improvement in capital
     structure;

  -- Projected fixed charge coverage at the holding company of
     at least 2.25x, calculated on a quarterly basis;

  -- RBC ratio on a consolidated basis of at least 320%, and RBC
     ratio of each statutory operating entity, excluding CSHIC,
     of at least 200%; RBC ratio of companies actively marketing
     insurance products of at least 250%;

  -- 2006 consolidated statutory net gain from operations before
     net realized capital gains and interest on surplus notes
     greater than $150 million;

  -- Parent company liquidity of at least 1 times the annual
     fixed charge amount of the holding company.

The rating agency said that further upward rating movement could
occur if Conseco meets the above metrics over a 12-18 month
period.  Additionally, consolidated statutory net gain from
operations before net realized capital gains and interest on
surplus notes greater than $180 million annually, or a material
reduction of the outstanding bank debt would place upward pressure
on the rating.

To the contrary, any of these would place downward pressure on the
rating: a fixed charge coverage less than 2.25x, consolidated
statutory net gain from operations before net realized capital
gains and interest on surplus notes of less than $150 million, an
RBC ratio on a consolidated basis less than 300%, or a
deterioration in the retention of distribution at Bankers Life.

These ratings were upgraded with a positive outlook:

   * Conseco Insurance Company f.k.a. Conseco Annuity Assurance
     Company -- insurance financial strength rating to Baa3 from
     Ba1;

   * Bankers Life and Casualty Company -- insurance financial
     strength rating to Baa3 from Ba1;

   * Conseco Health Insurance Company -- insurance financial
     strength rating to Baa3 from Ba1;

   * Colonial Penn Life Insurance Company -- insurance financial
     strength rating to Baa3 from Ba1;

   * Conseco Life Insurance Company -- insurance financial
     strength rating to Baa3 from Ba1;

   * Washington National Insurance Company -- insurance financial
     strength rating to Baa3 from Ba1;

   * Conseco Inc.'s bank debt to Ba3 from B2;

   * Conseco, Inc.'s revolving credit facility to Ba3 from B2;

   * Conseco, Inc.'s senior convertible debentures to B1 from B3;

   * Conseco Inc.'s mandatorily convertible preferred securities
     to B3 from Caa2.

This rating was affirmed with a positive outlook:

   * Conseco Senior Health Insurance Company -- Caa1 insurance
     financial strength rating.

The last rating action took place on August 10, 2005, when Moody's
assigned a B3 rating to Conseco Inc.'s $330 million of convertible
debentures and a B2 rating to the company's $80 million revolving
credit facility.  Consistent with the rest of the ratings on
Conseco, these new ratings were placed on review for possible
upgrade.

Conseco is a specialized financial services holding company that
operates primarily in the life and health insurance sectors
through its subsidiaries.  As of Dec. 31, 2005, the company
reported total GAAP assets of nearly $31.6 billion and
shareholders' equity of $4.5 billion.


CORNELL TRADING: Retains Keen Realty to Auction 56 Retail Leases
----------------------------------------------------------------
Cornell Trading, Inc., dba April Cornell, retained Keen Realty,
LLC, to market and assist with the disposition of the company's
retail leasehold interests located nationwide.  April Cornell
operates retail stores offering ladies and girls apparel with
floral prints and signature palettes.  

The company filed for Chapter 11 protection on Jan. 4, 2006, in
the United States Bankruptcy Court for the District of
Massachusetts.  Keen Realty, LLC is a real estate consulting firm
specializing in maximizing the value of its clients' real estate
assets nationwide.

Keen intends to auction the leases in three phases, subject to
bankruptcy court approval.  The first auction will include 14
leases and is tentatively scheduled for March 17, 2006.  The
remaining leases are tentatively scheduled to be auctioned on
April 7 or April 19.

"We are excited to offer these leases for sale, as they are
located in premier malls, centers and street locations throughout
the country," said Craig Fox, Keen Realty's Vice President.  
"Given the short time frame, interested parties should contact us
immediately as bids are now being accepted on these hard to come
by locations.  We anticipate that many of the leases may be sold
prior to their respective auctions."  

The leases, which range in size from approximately 1,000 sq. ft.
to 4,000 sq. ft., are located in Alabama, Arizona, California,
Connnecticut, Colorado, District of Columbia, Florida, Georgia,
Illinois, Indiana, Massachussets, Maryland, Michigan, Missouri,
North Carolina, New Hampshire, New Jersey, New York, Ohio, Oregon,
Pennsylvania, South Carolina, Texas, Virginia, Vermont, and
Washington.

For over 23 years, Keen Consultants has had extensive experience
solving complex problems and evaluating and selling real estate,
leases and businesses.  Keen Realty, a leader in identifying
strategic investors and partners for businesses, has consulted
with hundreds of clients nationwide, and evaluated and disposed of
more than 18,400 properties consisting of approximately
1,723,300,000 sq. ft. across the country.  Recent clients include:
Eddie Bauer/Spiegel, The LoveSac Corp., The Penn Traffic Company,
Cable & Wireless, Meadowcraft, Frank's Nursery and Crafts, Arthur
Andersen, Service Merchandise, Tommy Hilfiger, Warnaco, and JP
Morgan Chase.

For more information regarding the disposition of these leaseholds
for Cornell Trading Inc., please contact:

     Attn: Craig Fox     
     Keen Realty, LLC,
     60 Cutter Mill Road, Suite 214,
     Great Neck, NY 11021
     Telephone (516) 482-2700
     Fax (516) 482-5764
     cfox@keenconsultants.com

Headquartered in Williston, Vermont, Cornell Trading, Inc. --
http://www.aprilcornell.com/-- sells women's and children's
apparel including dresses, skirts, blouses, and sleepwear.
Cornell also offers books and housewares like table linens,
placemats and napkins, bedding, and dolls and stuffed animals.
The Company filed for chapter 11 protection on January 4, 2006
(Bankr. D. Mass. Case No. 06-10017).  Christopher J. Panos, Esq.,
at Craig & Macauley, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed estimated debts and assets between
$10 million to $50 million.


DANA CORP: Court Gives Interim Approval to Maintain Bank Accounts
-----------------------------------------------------------------
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.

Dana Corporation and its debtor-affiliates have utilized
approximately 100 Bank Accounts on a regular basis.  The Debtors
want to continue using their Bank Accounts.  "Allowing these
accounts to be maintained with the same account numbers will
greatly assist the Debtors in accomplishing a smooth transition to
operating in chapter 11," Corinne Ball, Esq., at Jones Day, in New
York, says.

To protect against the possible inadvertent payment of
prepetition claims, the Debtors will immediately advise their
Banks not to honor checks issued prior to the Petition Date,
except as otherwise permitted by the U.S. Bankruptcy Court for the
Southern District of New York and directed by the Debtors.  
According to Ms. Ball, the Debtors have the capacity to draw the
necessary distinctions between prepetition and postpetition
obligations and payments without closing the Bank Accounts and
opening new ones.

At the Debtors' request, the Court permits the Debtors, on an
interim basis, to open and close bank accounts.

Judge Burton R. Lifland also allows the Banks to charge, and the
Debtors to pay or honor, prepetition and postpetition service and
other fees, costs, charges and expenses to which the Banks may be
entitled under the terms of their contractual arrangements with
the Debtors.  The Banks also are authorized to charge back
returned items to the Bank Accounts in the normal course of
business.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 2, Issue No. 123;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DANA CORP: Can Use Cash Management System on an Interim Basis
-------------------------------------------------------------
Dana Corporation and its debtor-affiliates have utilized a cash
management system in the day-to-day operation of their business
for the past nine years, and have used portions of the system for
a significantly longer period.

According to Michael J. Burns, the Company's chairman of the
board, president, chief executive officer, and chief operating
officer, the Cash Management System provides a well-established
mechanism for the collection, concentration, management and
disbursement of funds used in the Debtors' businesses.

Before Dana filed for bankruptcy protection, the Debtors
maintained approximately 87 domestic bank accounts and 10 foreign
bank accounts, including a concentration account, collection
accounts, disbursement accounts, petty cash and payroll accounts
and other special purpose accounts, out of which they manage cash
receipts and disbursements.  All domestic Bank Accounts are
maintained at financial institutions insured by the Federal
Deposit Insurance Corporation or the Federal Savings and Loan
Insurance Corporation.

The principal components of the Cash Management System are:

   (a) Cash Collection and Concentration

       The vast majority of the Debtors' cash receipts flow into
       a concentration account maintained by Dana with JPMorgan
       Chase Bank in New York City.  Funds are swept to the
       Concentration Account from:

       1. Dana Asset Funding LLC Accounts
       2. DAF Funding Account
       3. Clevite Division and DTF Trucking Inc. Collections
       4. Plant Miscellaneous Receipt Account at KeyBank N.A.
       5. Dividends/Royalty Account
       6. Other Collections

   (b) Disbursements

       All of the Debtors' disbursement accounts are funded on an
       as needed basis, directly or indirectly, from the
       Concentration Account.

       1. Benefits Accounts
       2. Payroll Accounts Funded from Concentration Account
       3. Payroll Accounts Funded from Global Payables Accounts
       4. Payroll Accounts Funded from Dana Canada Account
       5. Global Payables Accounts
       6. The Canadian Payables Account
       7. Flight Operations Account
       8. Petty Cash Accounts
       9. Foreign Accounts

   (c) Other Accounts
   
       1. Investment Accounts
       2. Security Accounts

A chart summarizing the Debtors' Cash Management System, as it
existed prior to the Petition Date is available for free at
http://bankrupt.com/misc/dana_cashmanagementchart.pdf

Mr. Burns tells the U.S. Bankruptcy Court for the Southern
District of New York that the Cash Management System is
similar to those commonly employed by corporate enterprises
comparable to the Debtors in size and complexity.  The Cash
Management System provides the ability to:

   (a) control and monitor corporate funds;

   (b) invest idle cash;

   (c) ensure cash availability; and

   (d) reduce administrative expenses by facilitating the
       movement of funds and the development of timely and
       accurate account balance and presentment information.

"These controls are especially important, given the significant
volume of cash transactions -- aggregating approximately $25
billion annually -- managed through the Cash Management System,"
Mr. Burns.

Accordingly, on an interim basis, the Honorable Judge Burton R.
Lifland permits the Debtors to:

   (a) maintain the Cash Management System, as that system may be
       modified pursuant to the requirements of the DIP Facility;
       and

   (b) implement ordinary course changes to their Cash Management
       System.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DAVIS PETROLEUM: Evercore Buys Majority Stake for $150 Million
--------------------------------------------------------------
Davis Petroleum Corp. announced that it reached an agreement with
a private equity group led by Evercore Capital Partners L.P. to
re-capitalize the Company.  The agreement will provide Davis with
ample capital resources to continue its successful oil exploration
and production business.

Under the terms of the agreement, the private equity group led by
ECP and management of the Company will purchase all of the equity
of Davis Petroleum, Davis Offshore and Davis Pipeline, which
comprise Davis Petroleum Corp., for approximately $150 million.
The private equity group includes Red Mountain Capital Partners
and Sankaty Advisors, an affiliate of Bain Capital.

After the transaction is completed, the three Davis companies will
continue to operate with the same corporate names and management
teams.  John T. Dillon, Evercore Vice Chairman and former Chief
Executive Officer and Chairman of International Paper, will join
Davis' Board.  James R. Montague, former head of International
Paper's oil and gas business, will become non-Executive Chairman
of Davis.

To facilitate the transaction, Davis has filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code, along
with a prepackaged plan of reorganization providing for the
company's emergence from Chapter 11.  While a sale of the company
outside of Chapter 11 requires 100% shareholder approval, only
two-thirds shareholder approval is needed in a Chapter 11.  The
plan of reorganization has received the support of the required
number of Davis shareholders.  The Company has requested that a
hearing to confirm the plan be set for March 9, 2006.

"We are pleased to have Evercore, Red Mountain and Sankaty as our
partners going forward.  The new capital will allow our premier
teams of oil and gas professionals to expand our reserves across
areas of operation, and Evercore's involvement will enable us to
strengthen our position as one of the most innovative oil and gas
E&P companies in the U.S.," said Gregg Davis, President and C.E.O.
of Davis.

"Davis Petroleum has a storied history and a proven management
team that, with the right capital structure in place, will enable
the Company to continue its success in the exploration, discovery
and development of its onshore properties as well as bring into
production its recent offshore finds in the Gulf of Mexico," said
Austin Beutner, Co-Chief Executive Officer of Evercore.  "ECP has
made a number of successful energy investments, particularly in
the oil and gas E&P sector.  We look forward to applying our
expertise and insight to help Gregg and his team build on Davis
Petroleum's success and capitalize on the exciting growth
opportunities before it."

"This transaction structure is the best alternative available to
Davis Petroleum," Mr. Davis said.  "Upon completion of the re-
capitalization process in just a few weeks, all creditors will be
paid in full, we will have a strong balance sheet, and ample
liquidity to complete development of our Gulf of Mexico projects
and continue growth in our onshore regions of operation."  He
noted that as a part of the agreement, ECP has committed to infuse
additional capital into the Company going forward.

Mr. Davis emphasized that Davis's employees, suppliers, drilling
partners, and customers should not notice any difference in
operation during the re-capitalization process, which is expected
to be completed in just a few weeks.

The Company filed its voluntary Chapter 11 petitions and plan of
reorganization in the U.S. Bankruptcy Court for the Southern
District of Texas, Corpus Christi Division.

                          About Evercore

Evercore Partners Inc. -- http://www.evercore.com/-- is a  
boutique financial advisory and investment firm.  Evercore's
advisory business provides its corporate clients with counsel on
mergers, acquisitions, divestitures, restructurings and other
strategic transactions.  Evercore's investing business manages
private equity and venture capital for institutional investors.
Evercore's private equity investing arm, Evercore Capital
Partners, has invested in a number of energy companies, including
Michigan Electric Transmission Company, Continental Energy
Services, and Energy Partners.  Evercore recently extended its
investing business to create Evercore Asset Management, an
institutional asset management firm.  Evercore serves a diverse
set of clients around the world from its offices in New York, Los
Angeles and San Francisco.

                        About Red Mountain

Headquartered in Los Angeles, Red Mountain Capital Partners is a
private investment firm dedicated to investing in small
capitalization public and private companies with a private equity
approach.  Red Mountain acquires strategic or control stakes in
public companies and participates in negotiated private equity
transactions on a selected basis

                      About Sankaty Advisors

Sankaty Advisors, LLC, the credit affiliate of Bain Capital, LLC,
is one of the nation's leading private managers of high yield debt
obligations.  With approximately $12 billion in committed capital
(as of December 30, 2005), Sankaty invests in a wide variety of
securities, including leveraged loans, high-yield bonds, stressed
debt, distressed debt, mezzanine debt, structured products and
equity investments.  Through a variety of funds, Sankaty Advisors
has the ability to invest in a company's capital structure at
every level from secured debt to equity, and can also provide
capital to growing companies with unique financing needs.

                      About Davis Petroleum

Davis Petroleum Corp. -- http://www.davispetroleumcorp.com-- is  
an oil and gas E&P company operating in the onshore and
intermediate-deep water Gulf of Mexico, Texas, Louisiana, Oklahoma
and the Rocky Mountain region.  Davis utilizes teams of
geologists, geophysicists, landmen, and engineers to develop,
drill and discover new oil and gas fields. Davis typically
partners with other oil and gas companies, and retains a working
interest.  This business model allows Davis to focus on its core
strength of prospect generation.  The company is headquartered in
Houston, with offices in Denver.

Davis Petroleum Corp. and two affiliates filed for chapter 11
protection on Mar. 7, 2006 (Bankr. S.D. Tex. Case No. 06-20152).  
Rhett G. Campbell, Esq., Diana Merrill Woodman, Esq., Matthew Ray
Reed, Esq., at Thompson & Knight LLP and Nathaniel Peter Holzer,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million to $100 million.


DAVIS PETROLEUM: Case Summary & 45 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Davis Petroleum Corp.
             1360 Post Oak Boulevard, Suite 2400
             Houston, Texas 77056

Bankruptcy Case No.: 06-20152

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Davis Offshore, L.P.                       06-20153
      Davis Petroleum Pipeline LLC               06-20154

Type of Business: The Debtors is an oil and gas
                  exploration and production company.
                  See http://www.davispetroleumcorp.com/

Chapter 11 Petition Date: March 7, 2006

Court: Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtors' Counsel: Rhett G. Campbell, Esq.
                  Diana Merrill Woodman, Esq.
                  Matthew Ray Reed, Esq.
                  Thompson & Knight LLP
                  333 Clay Street, Suite 3300
                  Houston, Texas 77002
                  Tel: (713) 654-8111
                  Fax: (713) 654-1871

                        - and -

                  Nathaniel Peter Holzer, Esq.
                  Jordan Hyden Womble Culbreth & Holzer PC
                  500 North Shoreline Drive, Suite 900
                  Corpus Christi, Texas 78471
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555

                              Estimated Assets   Estimated Debts
                              ----------------   ---------------
Davis Petroleum Corp.         $50 Million to     $50 Million to
                              $100 Million       $100 Million         

Davis Offshore, L.P.          $50 Million to     $50 Million to
                              $100 Million       $100 Million

Davis Petroleum Pipeline LLC  $1 Million to      $50 Million to
                              $10 Million        $100 Million

A. Davis Petroleum Corp.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Grey Wolf Drilling Co., LP    Trade Debt              $2,526,129
P.O. Box 4346
Deparment 504
Houston, TX 77210

The Offshore Drilling Co.     Trade Debt              $2,114,506
2000 West Sam Houston
Parkway, Suite 800
Houston, TX 77042

Triad Pipe & Steel Co.        Trade Debt                $870,966
9225 Katy Freeway, Suite 400
Houston, TX 77024

Paterson UTI Drilling Co.     Trade Debt                $794,931
LP, LLP
P.O. Box 1416
Snyder, TX 79550

Chesapeake Operating Inc.     Trade Debt                $722,078
P.O. Box 18496
Oklahoma City, OK 73154

Bourland & Leverich Supply    Trade Debt                $666,982
Co., Ltd.
P.O. Box 778
Pampa, TX 79066

Baker Hughes - Hughes         Trade Debt                $561,557
Christensen Co.
800 North Shoreline
Suite 700, North Tower
Corpus Christi, TX 78401

The Offshore Drilling Co.                               $537,089
P.O. Box 650002
Department 8025
Dallas, TX 75265

Chesapeake Operating Inc.                               $445,269
P.O. Box 960165
Oklahoma City, OK 73196

National Onshore LP                                     $433,478
P.O. Box 5391
Bryan, TX 778055391

Pipeco Services LP                                      $417,333
P.O. Box 974644
Dallas, TX 753974644

BJ Services Company           Trade Debt                $405,308
5500 Northwest Central Drive
Houston, TX 77092

Pathfinder Energy Services    Trade Debt                $384,545
Inc.
P.O. Box 200641
Dallas, TX 753200641

Kiva Construction &           Trade Debt                $350,543
Engineering, Inc.
P.O. Box 40
Anahuac, TX 77514

O'Melveny & Myers LLP                                   $308,852
700 Louisiana Street
Houston, TX 77002

Range Resources Corporation   Trade Debt                $307,651
P.O. Box 970463
Dallas, TX 75397

AICCO, Inc.                   Financing of              $305,460
P.O. Box 200455               Insurance Premium
Dallas, TX 753200455

J W Operating Company         Trade Debt                $251,615
P.O. Box 970500
Dallas, TX 753970500

Jeff Compton, Trustee         Reliant Exploration,      $250,000
Reliant Creditors Trust       Opus
909 Fannin Street, Suite 3150
Houston, TX 77010

Opus Oil & Gas LP                                       $250,000
16800 Imperial Valley Drive,
Suite 380
Houston, TX 77060

B. Davis Offshore, L.P.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sankaty Advisors LLC                                 $44,261,024
111 Huntington Avenue
Boston, MA 02199

Bank of America                                      $20,000,000
MA5-100-06-01
100 Federal Street
Boston, MA 02110

Bank of America                                       $9,300,206
MA-100-06-01
100 Federal
Boston, MA 02110

Pioneer Natural Resources     Trade Debt              $7,955,858
USA
P.O. Box 840836
Dallas, TX 75284

Noble Energy Inc.             Trade Debt              $3,485,420
PO Box 910083
Dallas, TX 753910083

LLOG Exploration Offshore     Trade Debt              $3,027,289
433 Metairie Road, Suite 600
Metairie, LA 70005

Plains Exploration            Trade Debt                $449,669
700 Milam, Suite 3100
Houston, TX 770022815

CGG Americas                  Trade Debt                 $65,000

TGS-Nopec Geophysical Co.     Trade Debt                 $60,800
LP

Generation IX Technologies                                $2,947

Star Office                                                 $451

IHS Energy Group                                            $431

Brian C. Gillespie            Employee                   Unknown

Edward C. Stengel             Employee                   Unknown

John A Sansbury Jr.           Employee                   Unknown

John K. Bellis                Employee                   Unknown

Mark H. Gillespie             Employee                   Unknown

Michael H. Clark              Employee                   Unknown

Minerals Management Service                              Unknown

Minerals Management Service                              Unknown

C. Davis Petroleum Pipeline LLC's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sankaty Advisors LLC                                 $44,261,024
111 Huntington Avenue
Boston, MA 02199

Bank of America                                      $20,000,000
MA5-100-06-01
100 Federal Street
Boston, MA 02110

Bank of America                                       $9,300,206
MA5-100-06-01
100 Federal Street
Boston, MA 02110

John P. Mathis                Employee                   Unknown
2111 Rycroft Drive
Spring, TX 77386

Port of Houston Authority     Lease 1 acre out of        Unknown
P.O. Box 973884               corridor 60-Bayport
Dallas, TX 753973884


DIGITAL LIGHTWAVE: Owes Optel Capital $48.7 Million at March 1
--------------------------------------------------------------
Digital Lightwave, Inc., borrowed another $200,000 from Optel
Capital, LLC, on March 1, 2006, to fund its working capital
requirements.

Optel is controlled by Digital Lightwave's largest stockholder and
current chairman of the board of directors, Dr. Bryan J. Zwan.  

The loan bears interest at 10.0% per annum, and is secured by a
security interest in substantially all of the Company's assets.   
Optel can demand payment after March 31, 2006.

As of March 1, 2006, the Company owed Optel around $48.7 million
in principal plus approximately $6.9 million of accrued interest,
all of which is secured by a first priority security interest in
substantially all of the Company's assets and accrues 10% annual
interest.  

The Company continues to have insufficient short-term resources
for the payment of its current liabilities.  As of March 1, 2006,
the Company has been unable to secure any financing agreement or
to restructure its financial obligations with Optel.

The company has warned many times that if it is not able to obtain
financing, it expects that it will not have sufficient cash to
fund its working capital and capital expenditure requirements for
the near term and will not have the resources required for the
payment of its current liabilities when they become due.  The
Company's ability to meet cash requirements and maintain
sufficient liquidity over the next 12 months is dependent on the
Company's ability to obtain additional financing from funding
sources, which may include, but may not be limited to Optel.  
Optel currently is, and continues to be, the principal source of
financing for the Company.  The Company has not identified any
funding source other than Optel that would be prepared to provide
current or future financing to the Company.

The Company is continuing its discussions with Optel to
restructure its debt by extending the maturity date, and to
arrange for additional short-term working capital.  If the Company
does not reach an agreement to restructure the debt, and obtain
additional financing from Optel, the Company will be unable to
meet its obligations to Optel and other creditors, and in an
attempt to collect payment, creditors including Optel, may seek
legal remedies.

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At Sept. 30, 2005, Digital Lightwave's equity deficit widened
to $44,696,000 from a $29,146,000 deficit at Dec. 31, 2004.


DIVERSIFIED ASSET: Fitch Affirms $37MM Class B-1 Notes' B Rating
----------------------------------------------------------------
Fitch Ratings affirmed four classes of notes issued by Diversified
Asset Securitization Holdings II, L.P. (DASH II).  These rating
actions are effective immediately:

   -- $47,257,081 class A-1 at 'AAA'
   -- $299,294,848 class A-1L at 'AAA'
   -- $50,000,000 class A-2L at 'BBB+'
   --$37,000,000 class B-1 at 'B'

DASH II is a structured finance collateralized debt obligation
managed by Western Asset Management Co. and originated by Asset
Allocation & Management, LLC.  Western became the substitute asset
manager for AAMCO in November 2002.  Fitch rates Western with a
'CAM2' ABS asset manager rating.

DASH II was established on Sept. 13, 2000, to issue $496 million
in notes and limited partnership interests.  The transaction
entered its amortization period on Sept. 15, 2005.  The portfolio
supporting the CDO comprises approximately:

   * 46% residential mortgage-backed securities;
   * 30% commercial mortgage-backed securities;
   * 19% commercial asset backed securities;
   * 1% consumer asset backed securities;
   * 2% collateralized debt obligations; and
   * 2% corporate securities.

Included in this review, Fitch discussed the current state of the
portfolio with the asset manager and their portfolio management
strategy going forward.  In addition, Fitch conducted cash flow
modeling utilizing various default timing and interest rate
scenarios to measure the breakeven default rates going forward
relative to the minimum cumulative default rates required for the
rated liabilities.  As a result of this analysis, Fitch has
determined that the current ratings assigned to the class A-1, A-
1L, A-2L, and B-1 notes reflect the current risk to noteholders.

Since the last rating action on Nov. 4, 2004, deal performance has
improved overall.  As of the Feb. 2, 2006 trustee report, the
weighted average rating factor has decreased to 27 ('BBB-/BB+')
from 28 ('BBB-/BB+').  The class A overcollateralization (OC)
ratio increased to 114.9% from 111.7%, the class B OC ratio
increased to 104.9% from 102.2%, and both tests are passing their
required trigger levels.  The amount of defaulted assets has
remained unchanged at $25,079,000, or 5.73% of the portfolio.

The rating of the classes A-1 and A-1L notes addresses the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the classes A-2L and B-1 notes address the likelihood
that investors will receive ultimate and compensating interest
payments, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.


DJ ORTHOPEDICS: Moody's Puts Ba3 Rating on $410 Million Loans
-------------------------------------------------------------
Moody's Investors Service assigned Ba3 corporate family rating to
dj Orthopedics, LLC, and a Ba3 senior secured rating to the
company's $410 million credit facility.  

The company will use the proceeds from the credit facility to:

   -- finance the company's recently announced acquisition of
      Aircast, Inc., from Tailwind Capital for $292 million,

   -- retire existing debt of $55 million, and

   -- for various fees and expenses associated with the said
      transaction.  

Moody's also assigned an SGL-2 Speculative Grade Liquidity Rating
to dj orthopedics.

The ratings reflect dj Orthopedics' relatively small size, revenue
diversification, improving operating margins, stable revenues,
strong financial metrics, long product lifecycles that require
nominal R&D expenditures, and attractive demographic trends for
the company's targeted end user.  The ratings also represent
Moody's expectation of relatively low integration risk and the
potential for significant acquisition-related synergies and rapid
debt reduction over the ratings horizon.  The ratings also
consider the company's relatively small size and integration risk
associated with such a large acquisition.

Ratings assigned:

   * Corporate Family Rating -- Ba3

   * $50 million senior secured revolver due 2012, Ba3

   * $360 million senior secured Term Loan B due 2013, Ba3

   * Speculative grade liquidity rating -- SGL-2

The ratings outlook is stable.

The ratings are subject to review of final documentation.  Moody's
will withdraw all ratings for Aircast subsequent to the closing of
the acquisition and the repayment of Aircast's existing senior
secured bank debt.

Key ratings drivers, or factors, for medical device companies
include:

   1) size and scale of revenues;
   2) profitability and diversity of product portfolio;
   3) financial strength relative to debt burden; and
   4) conservatism of financial policies.

The Ba3 corporate family rating reflects the following
characteristics in accordance with the aforementioned factors:

   Factor 1 -- dj Orthopedics' relatively small size for a
      medical device company constrains the rating.  We believe
      its small size could make it difficult to weather adverse
      market conditions and unanticipated events.  The
      diversification of the company's revenues by product mix
      and by geography after the Aircast acquisition partially
      offset its small size.  Additionally, dj Orthopedics' size
      belies the company's strong position in many of its
      markets, which should improve with the Aircast acquisition.
      We recognize that dj Orthopedics' enjoys substantial brand
      recognition among its customer base and will have market
      leading positions in rigid bracing and soft goods and
      strong positions in the pain management and bone
      regeneration markets after the combination.

   Factor 2 -- Moody's expects that the Aircast acquisition will
      result in material operating margin improvement of at least
      5% over the next two years.  Improvements stem from the
      integration of the slightly higher margin Aircast business,
      and from the synergies that we expect the Aircast
      transaction to generate, both in terms of enhanced revenue
      opportunities and reduced manufacturing and overhead costs.
      Moody's anticipates that the combined company will generate
      significant merger synergies because of the similarities
      between the two businesses' product lines, the ability to
      consolidate overhead, and the opportunity to rationalize
      manufacturing by shifting production from Aircast's
      manufacturing facilities in New Jersey to dj Orthopedics'
      facilities in California and Mexico.  Moody's expects that
      such synergies will materially improve operating margins
      without requiring a significant cash outlay to implement,
      most of which will consist of cash severance costs and cash
      expenses associated with the moving of production lines.
      Moody's believes that total synergies over the next two
      years could be in excess of $20 million.

      Moody's also expects that the company will generate solid
      free cash flow relative to its debt burden while
      concurrently maintaining adequate R&D spend and capital
      investment in excess of depreciation.  The company's low
      R&D relative to its revenues reflects long product
      lifecycles and the innately lower risk associated with a
      business that requires less frequent product line updates
      in order to maintain its competitive position.

   Factor 3 -- Moody's expects that dj Orthopedics will maintain
      strong interest coverage in excess of 3.5 times over the
      next several years.  We expect interest coverage to
      strengthen over time as the company uses excess cash to
      mandatorily pay down term debt.  The rating also reflects
      Moody's belief that dj Orthopedics will actively manage
      down debt levels such that retained cash flow-to-debt and
      free cash flow-to-debt are roughly 20% and 15%,
      respectively, by the end of 2007.

   Factor 4 -- Moody's believes that, subsequent to the closing
      of the Aircast transaction, the company will maintain
      prudent financial policies.  The ratings anticipate debt-
      to-EBITDA of roughly 2 times by the end of 2007 coupled
      with an increasingly conservative capital structure.
      Moody's also expects that the company will not return
      capital to shareholders, beyond that necessary to offset
      dilution from the exercise of options under the company's
      stock compensation plans.

Other positive factors reflected in the ratings include the
company's stable revenues, its strong position in its niche
markets, which is amplified by the Aircast acquisition, favorable
demographic trends.  Constraining the ratings are Moody's concerns
about the company's ability to sustain growth in light of the
competitive environment, and integration risk associated with
Aircast.  

Dj Orthopedics faces ongoing pressure from cost containment
measures by Medicare, group-purchasing organizations, and other
third party payers, which represents another constraint on the
ratings.  Moody's notes, however, that less than 5% of the
company's pro forma sales depend on Medicare reimbursement.

Dj Orthopedics competes against a number of firms, some of which
are larger and better capitalized.  In the soft goods market,
which comprised over 40% of the company's pre-Aircast revenues,
competitors include Aircast, Biomet, DeRoyal Industries, Ossur and
Zimmer Holdings.

The stable outlook reflects the inherent stability of the
company's product portfolio, lack of dependency on any one
customer, or several customers, for a significant percentage of
its revenue stream, stable cash flow, low capital intensity --
with respect to both R&D spend as well as capital investments --
and Moody's expectation that material acquisition synergies are
realizable.

If competitive pressures lead to materially less revenue growth
than expected or compress margins, the outlook could change to
negative.  Likewise, if improved top line growth and operating
efficiencies improve cash flow beyond our expectations, such that
it leads to accelerated debt reduction, the outlook could improve.  
Moody's notes that the company's size, as measured by net sales,
impedes but does not preclude achieving significantly higher
rating levels.

Moody's assigned a first time Speculative Grade Liquidity rating
of SGL-2 to dj Orthopedics.  Refer to dj Orthopedics' speculative
grade liquidity rating assessment on http://www.moodys.com/for  
further details.

The Ba3 rating assigned to the proposed senior secured credit
facility reflects its current position as the only debt class
within dj Orthopedics' capital structure.  Therefore, Moody's does
not notch the credit facility rating relative to the Ba3 corporate
family rating, even after adjusting total debt by capitalizing the
company's operating leases.  

Moody's believes that dj Orthopedics' enterprise value would
provide full coverage of existing debt under a distress scenario.  
All equity and assets of dj Orthopedics and its domestic
subsidiaries secure the credit facilities.  The facilities have
upstream guarantees from the company's domestic subsidiaries and a
downstream guarantee from dj Orthopedics, Inc., the company's
parent.  

Borrowers under the $50 million revolver are the company, and
foreign subsidiaries.  The credit agreement will limit total
revolver borrowings by foreign subsidiaries to $25 million in
aggregate.

Dj Orthopedics, based in Vista, California, specializes in the
design, manufacture and marketing of products that rehabilitate
soft tissue and bone injuries, protect against injury, and treat
osteoarthritis of the knee.  Revenues in 2005, pro forma for its
acquisition of Aircast, were approximately $390 million.


DJ ORTHOPEDICS: S&P Rates Proposed $410 Million Facility at BB-
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB-' bank loan
rating to dj Orthopedics Inc.'s proposed $410 million credit
facility.  (The 'BB-' rating is at the same level as the corporate
credit rating on the company.)  A recovery rating of '2' was also
assigned to the loan, indicating the expectation for substantial
(80%-100%) recovery of principal in the event of a payment
default.  The credit facility will be used to:

   * fund the acquisition of orthopedic product and vascular
     system manufacturer Aircast Inc.; and

   * to refinance existing debt.

dj Orthopedics has the capacity to increase debt leverage at its
current rating, and the acquisition expands its offering of
premium braces and provides access to small, but high-growth,
markets.
     
The existing 'BB-' corporate credit rating on the company was
affirmed.  The rating outlook is stable.
      
"The ratings on dj Orthopedics reflect the company's growing, but
relatively narrow, position in orthopedic devices and competition
from well-entrenched larger companies in its bone growth
stimulation (BGS) business line," said Standard & Poor's credit
analyst Jordan Grant.
     
Vista, California-based dj's established position in the niche
orthopedics device markets is based on longstanding customer
relationships and a respectable record of new product development
and enhancements in its DonJoy LLC franchise.  In 2003, the
company added Regentek, its BGS platform, which diversified its
revenue stream.  If acquired, Aircast will add the premium ankle
brace brand to dj's existing premium brand of knee braces, and
will also offer entry into the small, but high-growth potential,
deep vein thrombosis prophylaxis market.


DOMINICK PEBURN: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Dominick T. Peburn
        142 Stilson Hill Road
        New Milford, Connecticut 06776

Bankruptcy Case No.: 06-30265

Chapter 11 Petition Date: March 8, 2006

Court: District of Connecticut (New Haven)

Judge: Lorraine Murphy Weil

Debtor's Counsel: Peter L. Ressler, Esq.
                  Groob Ressler & Mulqueen, P.C.
                  123 York Street, Suite 1B
                  New Haven, Connecticut 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

      Entity                             Claim Amount
      ------                             ------------
   Peter Joseph                              $880,000
   67 Mason Street
   Greenwich, CT 06831

   William Granata                           $385,000
   5 Heritage Drive
   New Milford, CT 06776

   Anthony Fraulo                            $250,000
   1234 Summer Street
   Stamford, CT 06901

   Lyle Bross                                $157,000

   Yongsuk Soe                               $130,000

   Louise Bromberger                          $78,750

   Eastern Equipment                          $75,000

   Samuel Bromberger                          $63,000

   Elmo Aiudi                                 $43,000

   Ambrose Healey                             $40,000

   Susan Cosbett                              $33,000

   David Hubband                              $26,000

   Nunzeo Carrozza                            $23,000

   Goldman, Gruder & Woods, LLC               $16,000

   Henry Bromberger                           $15,570

   LRC Engineering & Survey                   $10,000

   Lou Shepiro                                 $5,000

   HZH Asso. LLC                               $3,700

   Lywood Gee                                    $375


DRAGWAY MANAGEMENT: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Dragway Management, Ltd.
        702 Prince George Court
        Southlake, Texas 76092

Bankruptcy Case No.: 06-40302

Chapter 11 Petition Date: March 6, 2006

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtor's Counsel: Richard W. Ward, Esq.
                  Law Offices of Richard W. Ward
                  2527 Fairmount Street
                  Dallas, Texas 75201
                  Tel: (214) 220-2402
                  Fax: (214) 871-2682

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $100,000 to $1 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
APAC Texas, Inc.              Services                   $37,129
c/o William P. Venegoni
Law Office of James Stanton
3811 Turtle Creek Boulevard
Suite 770
Dallas, TX 75219

Xelerate Group, LLC           Services                   Unknown
Michael S. Britton
Shields Britton & Fraser, P.C.
5401 Village Creek Drive
Plano, Texas 75093


ENER1 INC: September 30 Equity Deficit Widens to $90.67 Million
---------------------------------------------------------------
Ener1, Inc., fka as Inprimis Inc., delivered an amended quarterly
report on Form 10-QSB/A for the quarter ending Sept. 30, 2005, to
the Securities and Exchange Commission on March 3, 2006.

The Company filed the revised quarterly report to restate the
financial statements included in the September 2005 10-QSB for the
three and nine months ended Sept. 30, 2005, and 2004 in order to
reflect additional gains and losses related to the classification
of and accounting for (1) options to purchase Ener1's common stock
issued to a business partner in July 2003 and (2) warrants to
purchase Ener1's common stock issued to Ener1's majority
stockholder in November 2003.

For the three months ended Sept. 30, 2005, Ener1, Inc.'s net loss
increased to $36,031,000 from a net loss of $2,163,000 for the
same period in 2004.

For the three months ended Sept. 30, 2005, Ener1, Inc. reported
total revenues of $25,000 and $60,000 for the nine months ended
Sept. 30, 2005

Ener1, Inc.'s balance sheet at Sept. 30, 2005, showed $13,957,000
in total assets and $104,634,000 in total liabilities.  
Additionally, the Company had a $166,501,000 accumulated deficit
as of Sept. 30, 2005.

                        Going Concern Doubt

Ener1 has experienced net operating losses since 1997 and negative
cash flows from operations since 1999 and had a $167 million
accumulated deficit as of Sept. 30, 2005.  "It is likely that
Ener1's operations will continue to incur negative cash flows
through Sept. 30, 2006, and additional financing will be required
to fund its planned operations through that time," management
said.

"If additional financing is not obtained, that condition, among
other things will give rise to substantial doubt about Ener1's
ability to continue as a going concern for a reasonable period of
time," management added.

A full-text copy of Ener1, Inc.'s Form 10-QSB/A report is
available for free at http://ResearchArchives.com/t/s?63f

Ener1, Inc. (OTCBB: ENEI) -- http://www.ener1.com/-- is an  
alternative energy technology company.  The Company's interests
include: 80.5% of EnerDel -- http://www.enerdel.com/-- a lithium  
battery company in which Delphi Corp. owns 19.5%; 49% of
Enerstruct, a Japanese lithium battery technology company in which
Ener1's strategic investor ITOCHU owns 51%; wholly owned
subsidiary EnerFuel, a fuel cell testing and component company --
http://www.enerfuel.com/-- and wholly owned subsidiary NanoEner  
-- http://www.nanoener.com/-- which develops nanotechnology-  
based materials and manufacturing processes for batteries and
other applications.

At Sept. 30, 2005, Ener1, Inc.'s stockholders' deficit widened to
$90,677,000 from a $29,025,000 deficit at Sept. 30, 2004.


ENTERPRISE PRODUCTS: S&P Affirms Corporate Credit Rating at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on midstream energy company Enterprise Products
Partners L.P. following its annual review of the company.
     
The outlook is stable.  As of Dec. 31, 2005, the Houston, Texas-
based company had $4.8 billion of debt outstanding.
      
"We view many of Enterprise's new projects and current business
fundamentals favorably," said Standard & Poor's credit analyst
Aneesh Prabhu.
      
"Still, uncertainty about the company's growth strategy, which
currently appears insatiable, and a likely decline in distribution
coverage as a result of significant capital tied in organic
projects, mute upwards rating momentum," said Mr. Prabhu.
     
In 2005, Enterprise used $615 million of equity proceeds to fund
ongoing capital-expenditure programs.  However, the company's debt
to capital is expected to be higher at 46% because its nearly $1
billion of organic projects in 2005 were partly debt funded and
will not generate EBITDA until around 2007.


FEDERAL-MOGUL: Shuts Down Two Plants in Italy & United Kingdom
--------------------------------------------------------------
Federal-Mogul Corporation closed two facilities in Alpignano,
Italy, and Upton, United Kingdom, in December 2005 as part of its
global restructuring plan, the company disclosed in a Form 10-K
filing with the United States Securities and Exchange Commission.

Federal-Mogul continues to undertake various restructuring
activities to streamline its operations, consolidate and take
advantage of available capacity and resources, and ultimately
achieve cost reductions.  These restructuring activities include
efforts to integrate and rationalize the Company's businesses and
to relocate manufacturing operations to best cost markets.

The global restructuring plan will affect approximately 25
facilities and reduce the Company's workforce by approximately
10% by the end of 2008.  The Company continues to identify and
plan for the individual components of the restructuring plan, and
will announce those components as plans are finalized.

Federal-Mogul recorded $18,500,000 in restructuring charges
associated with the restructuring plan.  It expects to incur
additional restructuring charges up to $130,000,000 through 2008.  
The Company expects to achieve annual cost savings of
$120,000,000 subsequent to completion of the restructuring
program.

Federal-Mogul recorded approximately $4,000,000 in severance
charges in 2005 relating to the closure and relocation of its
piston operations in Alpignano, Italy, to other existing European
facilities with available capacity.  The charges recorded
relating to this program remain outstanding as of December 31,
2005.  Expected savings associated with the project are estimated
to be approximately $6,000,000 per year.

The ignition facility in Upton, United Kingdom, was also closed
and relocated to other existing manufacturing facilities with
available capacity or with lower manufacturing costs.  Federal-
Mogul recorded approximately $9,000,000 of severance charges that
remain outstanding as of December 31, 2005.  Expected savings
associated with this activity are estimated to be approximately
$9,000,000 annually.

As of December 31, 2005, Federal-Mogul had approximately 41,700
full-time employees, of which approximately 15,900 were employed
in the United States.  Various unions represent approximately 43%
of Federal-Mogul's domestic hourly employees and approximately
60% of the international hourly employees.  

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Nov. 30, 2005, Federal-Mogul's balance
sheet showed a US$1,450.4 billion stockholders' deficit, compared
to a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 104;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FFMLT TRUST: Moody's Puts Low-B Ratings on Two Class Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by FFMLT Trust 2006-FF3, and ratings ranging
from Aa1 to Ba2 to the subordinate certificates in the deal.

The securitization is backed by First Franklin Financial
Corporation originated, adjustable-rate and fixed-rate, subprime
mortgage loans acquired by Goldman Sachs Mortgage Company.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, excess spread,
overcollateralization, and an interest rate swap agreement
provided by Goldman Sachs Mitsui Marine Derivative Products LP.
Moody's expects collateral losses to range from 4.10% to 4.60%.

National City Home Loan Services Inc will service the loans.
Moody's has assigned National City Home Loan Services Inc its
servicer quality rating as a primary servicer of first-lien
subprime loans.

The complete rating actions are:

                FFMLT Trust, Mortgage Pass-Through
                  Certificates, Series 2006-FF3

                   * Class A-1, Assigned Aaa
                   * Class A-2A, Assigned Aaa
                   * Class A-2B, Assigned Aaa
                   * Class A-2C, Assigned Aaa
                   * Class M-1, Assigned Aa1
                   * Class M-2, Assigned Aa2
                   * Class M-3, Assigned Aa3
                   * Class M-4, Assigned A1
                   * Class M-5, Assigned A2
                   * Class M-6, Assigned A3
                   * Class M-7, Assigned Baa1
                   * Class M-8, Assigned Baa2
                   * Class M-9, Assigned Baa3
                   * Class B-1, Assigned Ba1
                   * Class B-2, Assigned Ba2


FIDELITY NATIONAL: S&P Upgrades Corporate Credit Rating to BB+
--------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
and senior secured ratings of Jacksonville, Florida-based Fidelity
National Information Services Inc. (FIS) to 'BB+' from 'BB', and
removed it from CreditWatch where it was placed on Sept. 15, 2005.

At the same time, Standard & Poor's lowered its rating on
Alpharetta, Georgia-based Certegy Inc.'s $200 million of senior
unsecured notes to 'BB+' from 'BBB' and removed it from
CreditWatch where it was placed on Sept. 15, 2005.  The outlook is
positive.
      
"The rating actions follow the completed merger of FIS, a majority
owned subsidiary of Fidelity National Financial Inc. (FNF, BBB-
/Watch Pos/--), with Certegy, which has combined operations to
form a single publicly traded entity," said Standard & Poor's
credit analyst Philip Schrank.

Under the terms of the merger agreement, FIS and Certegy combined
in a tax-free, stock-for-stock merger.  After the issuance of
Certegy stock to FIS shareholders, current Certegy shareholders
will own approximately 32.5% and FIS shareholders will own
approximately 67.5% of the combined entity, with FNF directly
owning approximately 50.3%.  Additionally, Certegy has paid a
$3.75 per share special cash dividend to its shareholders prior to
the closing of the transaction.  The name of the combined company
will become Fidelity National Information Services Inc.
     
The ratings reflect the new FIS' stable recurring revenue base,
good cash-flow generation, and the opportunity to realize both
product and cost synergies over time.  The combination provides
risk management solutions and outsourcing services to:

   * financial institutions,
   * retailers,
   * mortgage lenders, and
   * real estate professionals.

While recent operating performance has been good, with operating
margins in the 20% area, the company has grown rapidly through
acquisitions, and has yet to demonstrate a sustained track record
of performance.  Growth opportunities include the cross-selling of
an integrated suite of products and services, and international
markets that are expected to grow more rapidly than the U.S.
markets.  Competition in niche markets is fragmented, and
technology, process, and delivery are key differentiators.

Barriers to entry include:

   * the investment in and development of risk and transaction
     management systems;

   * contractual relationships; and

   * the compilation of historical data.


FINANCIAL WORLD: Customers Have Until August 17 to File Claims
--------------------------------------------------------------
On Jan. 17, 2006, the Honorable Carlos Murguia of the U.S.
District Court for the District of Kansas granted the Securities
Investor Protection Corporation's request for a Protective Decree
setting deadlines for customers of Financial World Corporation to
file their claims pursuant to the Securities Investor Protection
Act of 1970.

The SIPC was appointed as the Trustee for the liquidation of the
business of the Debtor; the Trustee is represented by and obtains
legal advice from:

          John Cruciani, Esq.
          Blackwell Sanders Peper Martin, LLP
          4801 Main Street, Suite 1000
          Kansas City, MO 64112

Customers of the Debtor who wish to avail of the protection
afforded to them under SIPA must file their claims with the
Trustee by Apr. 18, 2006.  Claims filed by customers after Apr. 18
but before Aug. 17, 2006, "may result in less protection for the
customer," a Court-approved notice of the claim filing deadline
says, without providing additional information.  Claims received
after Aug. 17, 2006, won't be allowed.

All claims must be filed with the Trustee at:

          Securities Investor Protection Corporation
          805 15th Street, Northwest, Suite 800
          Washington, DC 20005

The Court also ordered that as a result of the issuance of the
Protective Decree, certain acts and proceedings against the Debtor
and its property are stayed as provided in Section 362 of the
Bankruptcy Code.

                      Meeting of Creditors

The first meeting of creditors will be held at 9:00 a.m., on
March 23, 2006, at the U.S. Courthouse, 500 State Avenue,
Room 173, in Kansas City, Kansas.  At that meeting, customers and
other creditors may attend, examine the Debtor, and transact such
other business as may properly come before the meeting.  Anyone
intending to attend the meeting, must advise the Trustee at least
two business days prior to the meeting by calling the Trustee's
office at (202) 371-8300.  This will ensure that you are
registered with building security and will be able to access the
building on the date of the meeting.

The Securities Investor Protection Corporation initiated
liquidation proceedings against Financial World Corporation on
January 17, 2006, by filing an adversary proceeding (Bankr. D.
Kan. Adv. Pro. No. 06-06030).  The Honorable Carlos Murguia of the
United States District Court for the District of Kansas, entered
an Order granting the SIPC's request for a Protective Decree
adjudicating the customers of Financial World Corporation to be in
need of the protection afforded by the Securities Investor
Protection Act of 1970 (15 U.S.C. Sec. 78aaa, et seq.).  The SIPC
was appointed Trustee for the liquidation of the business of the
Debtor, and John Cruciani, Esq., at Blackwell Sanders Peper
Martin, LLP, was appointed as counsel to the Trustee.


FIRST FRANKLIN: S&P Affirms Class B-3 Certificates' BB+ Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 11
classes of asset-backed certificates from First Franklin Mortgage
Loan Trust 2004-FF3.
     
The affirmed ratings are based on credit support percentages that
are sufficient to maintain the current ratings.  This transaction
benefits from credit enhancement provided by:

   * overcollateralization,
   * excess spread, and
   * subordination.
     
As of the January 2006 remittance date, total delinquencies were
7.21%.  Additionally, cumulative losses, as a percentage of the
original trust balance, were 0.13%.  The outstanding pool balance,
as a percentage of original size, was 53.65%.
     
The collateral for this transaction consists primarily of fixed-
and adjustable-rate mortgage loans secured by first liens on one-
to four-family residential properties.
    
Ratings affirmed:
   
First Franklin Mortgage Loan Trust

           Series     Class                     Rating
           ------     -----                     ------
           2004-FF3   A-1,A-2A,A-2B,A-2C        AAA
           2004-FF3   M-1                       AA+
           2004-FF3   M-2                       A+
           2004-FF3   M-3                       A
           2004-FF3   M-4                       A-
           2004-FF3   B-1                       BBB+
           2004-FF3   B-2                       BBB
           2004-FF3   B-3                       BB+


FLINTKOTE CO: Executive Retention & Incentive Program Approved
--------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware authorize Flintkote Company and
Flintkote Mines Limited to implement:

   -- an Executive Retention and Incentive Program, and

   -- some amendments to the previously Court-approved Executive
      Employment Agreements.

The three members of Senior Management are:

   -- David J. Gordon, Chairman, President and Chief Executive
      Officer,

   -- Eric A. Bower, Executive Vice President and Chief Financial
      Officer, and

   -- John H. Bay, Vice President and Insurance Counsel.

Under the program, each executive will receive:

   -- $115,900 as a lump sum payment for the period May 1, 2005,
      through Oct. 31, 2005;

   -- $173,850 quarterly payments starting on Nov. 1, 2005, until
      plan confirmation;

   -- 1% of cumulative insurance value realized during the
      Insurance Recovery Period in excess of $50 million

Insurance Recovery Period starts from Nov. 1, 2005, through the
earlier of:

   -- plan confirmation, or
   -- Jan. 1, 2008.

The Debtors agree to reimburse Mr. Gordon's temporary lodging up
to $4,500 per month.  Mr. Gordon resided in New Jersey but takes
up residence right now in San Francisco, California, because
that's where the Debtors are headquartered.

The Debtors wanted to implement the program because:

   -- the three executives are not currently receiving any
      compensation other than their annual base salary, and this
      is contrary to the Debtors' prepetition practices;

   -- the program provides incentive to management to maximize the
      full value of the remaining insurance assets prior to plan
      confirmation;

   -- the program helps to ensure that Senior Management will
      remain with the Debtors through plan confirmation; and

   -- the total cost of the program is less than the total cost of
      the previously Court-approved Key Employee Retention
      Program.

A full-text copy of the term sheet outlining the Debtors' revised
retention and incentive program is available at no charge at
http://bankrupt.com/misc/FlintkoteCoKERP_TermSheet.pdf

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  The Company and its affiliate
filed for chapter 11 protection on April 30, 2004 (Bankr. Del.
Case No. 04-11300).  James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Sandra G. McLamb, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C., represent the Debtors in their
restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts of more than
$100 million.  The Court appointed James J. McMonagle as the
Representative for Future Asbestos Claimants.


FUTURE MEDIA: Wants Levene Neale as Bankruptcy Counsel
------------------------------------------------------
Future Media Productions, Inc., asks the U.S. Bankruptcy Court for
the Central District of California, San Fernando Valley Division,
for permission to retain Levene, Neale, Bender, Rankin & Brill,
LLP as its bankruptcy counsel.

Levene Neale will:

      a) advise the Debtor with regard to the requirements of the
         Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules, and  
         the Office of the U.S. Trustee as they pertain to the
         Debtor;

      b) advise the Debtor with regard to certain rights and
         remedies of the Debtors bankruptcy estate and the rights,
         claims and interests of its creditors;

      d) represent the Debtor in any proceeding or hearing in the
         Bankruptcy Court involving the Debtors' estate unless the
         Debtor is represented in the proceeding by other special
         counsel;

      e) conduct examination of witnesses, claimants or adverse
         parties and represent the Debtor in any adversary
         proceeding except to the extent that the adversary
         proceeding is in an area outside of the firm's experience
         and capabilities;

      f) assist the Debtor in the preparation of reports,
         applications, pleadings and orders;

      g) assist the Debtor in the negotiation, formulation,
         preparation and confirmation of a plan or plans of
         reorganization and the preparation and approval of a
         disclosure statement; and

      h) perform other necessary and appropriate services as
         requested by the Debtor.

The hourly rate for Levene Neale's professionals are:

         Professional                    Hourly Rate
         ------------                    -----------
         David W. Levene, Esq.               $565
         Martin J. Brill, Esq.               $565
         David L. Neale, Esq.                $495
         Ron Bender, Esq.                    $495
         Craig M. Rankin, Esq.               $495
         Anne E. Wells, Esq.                 $465
         Daniel H. Reiss, , Esq.             $465
         Monica Y. Kim, Esq.                 $465
         David B. Golubchik, Esq.            $465
         Beth Ann R. Young, Esq.             $465
         Jacqueline L. Rodriguez, Esq.       $375
         Juliet Y. Oh, Esq.                  $350
         Ovsanna Takvoryan, Esq.             $310
         Todd M. Arnold, Esq.                $295
         Paraprofessionals                   $180

David I. Neale, Esq., leads the engagement and assures the
Bankruptcy Court that he, his partners and his Firm are
disinterested.  

Mr. Neale discloses that, in June 2005, the Debtor paid a $10,000
retainer to Levene Neale for services rendered in connection with
its efforts to restructure its financial affairs.  He adds that
his firm received a $140,000 prepetition retainer in contemplation
of the Debtors bankruptcy filing.  The firm has used $33,575 of
the retainer to pay for prepetition services, leaving $116,427
retainer balance.

Based in Los Angeles, Levene, Neale, Bender, Rankin & Brill, LLP
-- http://www.lnbrb.com/-- is a law firm that specializes  
exclusively in matters of bankruptcy, insolvency and business
reorganization.

Headquartered in Valencia, California, Future Media Productions,
Inc. -- http://www.fmpi.com/-- provides CD and DVD replication  
and packaging services on the West Coast.  The Company filed for
chapter 11 protection on Feb. 14, 2006 (Bankr. C. D. Calif. Case
No. 06-10170).  David I. Neale, Esq. at Levene, Neale, Bender,
Rankin & Brill, LLP, represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $12,370,783 in total assets and $30,650,669 in total
debts.


GENERAL MOTORS: Japanese Bank Will Invest $1 Bil. For GMAC Stake
----------------------------------------------------------------
Norinchukin Bank, one of Japan's leading financial institutions,
is planning to invest $1 billion to acquire a portion of General
Motors Acceptance Corp., Reuters reports.

The Japan Times says that Norinchukin intends to team-up with a
consortium of buyers, led by Cerberus Capital Management LP to
purchase a majority stake in GMAC, General Motors Corp.'s finance
unit.

General Motors is talking about selling a portion of GMAC to raise
it's credit rating and obtain access to cheaper financing.

Fitch Ratings downgraded General Motor's Issuer Default Rating to
'B' from 'B+' on March 3, 2006.  Rating Watch Negative status
incorporates the risks that the sale of a controlling interest in
GMAC is not completed on a timely basis.   GMAC's 'BB' rating
remains on Rating Watch Evolving pending further developments on
the proposed sale.

General Motors has been disposing of non-core assets as part of a
larger restructuring program.  As reported in the Troubled Company
Reporter on March 8, 2006, the U.S. automaker expects to raise
approximately $2 billion from the sale of its stake in Suzuki
Motor Corp.

                    About The Norinchukin Bank

The Norinchukin Bank -- http://www.nochubank.or.jp/-- is the  
central bank for Japan agricultural, forestry and fishery
cooperative systems.  Based on constant funds procurement from
member cooperatives, the Bank carries out efficient and flexible
asset management by investing in various financial products.  The
Bank has branches in the world's major financial centers,
including New York, London and Singapore.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the  
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM today employs about
317,000 people around the world.  It has manufacturing operations
in 32 countries and its vehicles are sold in 200 countries.

                            *   *   *

As reported in the Troubled Company Reporter on March 3, 2006,
Fitch Ratings downgraded GM's Issuer Default Rating to 'B' from
'B+'.  Fitch has also assigned an 'RR4' Recovery Rating to GM's
senior unsecured debt, indicating average recovery prospects
(30-50%) for this class of creditors in the event of a bankruptcy
filing.  GMAC's 'BB' rating remains on Rating Watch Evolving by
Fitch pending further developments in GM's intent to sell a
controlling interest in GMAC.

As reported in the Troubled Company Reporter on Feb. 22, 2006,
Moody's Investors Service lowered the Corporate Family Rating and
senior unsecured rating of General Motors Corporation to
B2/Negative Outlook from B1/Review for Downgrade.  GM's ratings
were placed under review for possible downgrade on January 26th.


GENERAL MOTORS: Fitch Affirms $4.1 Mil. Class N Certs.' D Rating
----------------------------------------------------------------
Fitch Ratings upgraded GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 2000-C2 as:

   -- $31 million class B to 'AAA' from 'AA'
   -- $28 million class C to 'AAA' from 'A'
   -- $10.6 million class D to 'AA+' from 'A-'
   -- $19.3 million class E to 'A' from 'BBB'
   -- $9.7 million class F to 'BBB+' from 'BBB-'

In addition, Fitch affirmed these classes:

   -- $83.2 million class A-1 at 'AAA'
   -- $485.5 million class A-2 at 'AAA'
   -- Interest only classes X at 'AAA'
   -- $4.8 million class M remains at 'C'
   -- $4.1 million class N remains at 'D'

Fitch does not rate classes G, H, J, K, L, and O certificates.

The rating upgrades reflect the increased credit enhancement
levels from loan payoffs, amortization and the defeasance of an
additional 10 loans (9.8%) since Fitch's last rating action.  As
of the February 2006 distribution date, the pool's aggregate
certificate balance has been reduced 25.9% to $634.3 million from
$773.7 million at issuance.  There are 116 mortgage loans
remaining in the transaction.

Currently, three loans (2.4%) are in special servicing.  The
largest loan in special servicing (1.2%) is secured by a 188,981
square-foot (sf) retail property in Meriden, Connecticut.  The
loan transferred to the special servicer when Ames, the property's
anchor tenant, rejected its lease after filing for bankruptcy,
significantly reducing occupancy to 47%.  The special servicer and
the borrower are currently in negotiations for a possible workout.
Recent appraisal valuation indicates losses are likely upon the
liquidation of this asset.

The second largest loan in special servicing (0.6%) is secured by
a 38,768 sf office property in Duluth, Georgia.  The loan
transferred to the special servicer due to monetary default.  The
special servicer approved a loan modification that was finalized
in the end of 2005.  The loan is expected to return to the master
servicer and no losses are currently expected.


GRUPO POSADAS: Fitch Affirms BB- Foreign & Local Currency Ratings
-----------------------------------------------------------------
Fitch Ratings removed the senior unsecured foreign currency and
local currency ratings of Grupo Posadas, S.A. de C.V. as well as
the national scale rating, from Rating Watch Negative.  The 'BB-'
senior unsecured foreign currency and local currency ratings and
the 'A(mex)' national scale rating have been affirmed.  The Rating
Outlook is Stable.

On Dec. 1, 2005, the ratings were placed on Rating Watch Negative
following the announcement that Posadas intended to buy Mexico's
largest airline carrier, Grupo Mexicana de Aviacion S.A. de C.V.
(Mexicana).  The removal from Rating Watch Negative and
affirmation of the ratings reflect Fitch's assessment that the
acquisition by the company of a minority stake in Mexicana will
not significantly alter its credit profile.

Last December 2005, an investor group comprised of the company and
several other Mexican private investors paid US$165.5 million for
95% of Mexicana's equity and the assumption of its debt and
aircraft leases.  The company's stake in Mexicana is 49.7%, for
which it paid approximately US$82 million funded with a mix of:

   * cash,
   * secured debt,
   * a non-recourse loan guaranteed by shares of Mexicana, and
   * a capital contribution from a shareholder.

The new debt in connection with the acquisition comprises US$15
million of secured debt, which is included in Posadas' balance
sheet at Dec. 31, 2005, and a US$35 million loan from Ixe Banco
S.A. which is secured with shares of Mexicana and is non-recourse
to Posadas.  The company believes its investment in Mexicana:

   * brings strategic advantages and synergies in:

     -- information,
     -- technology,
     -- commercialization, and
     -- marketing; and

   * strengthens their leadership in tourism.

The ratings reflect the company's:

   * solid business position,
   * strong brand name, and
   * multiple hotel formats.

Posadas' presence in all major urban and resort locations in
Mexico, consistent product offering and quality brand image have
resulted in occupancy levels above the industry average in Mexico.
The company's use of multiple hotel formats allows them to target
domestic and international business travelers as well as tourists.
Posadas' operations are primarily located in Mexico, which limits
diversification.  In recent years, the company's business strategy
has evolved toward managing and leasing as opposed to owning new
hotel properties.  This strategy has allowed Posadas to lower
capital investments and related borrowing while maintaining room
growth.  The company faces a comfortable debt maturity schedule
and has a track record of positive free cash flow generation.

During 2005, revenues grew by 11% driven by an increase in the
number of rooms and in the average-revenue-per-available-room of
owned and managed hotels.  Occupancy levels had been growing
during the first nine months of 2005 but during the fourth quarter
the effect of Hurricane Wilma on Cancun and Cozumel coastal hotels
partially off-set this growth.  The company reported strong EBITDA
for ther year, which reached US$116 million compared to US$98
million in 2004.

Last September 2005, Hurricane Wilma damaged a total of five
Posadas Hotels located in the Yucatan peninsula (three owned, one
managed and one leased).  These hotels accounted for approximately
12% of all rooms operated by Posadas, 12% of revenues and 9% of
EBITDA for the first nine months of 2005.  The properties were
insured against property damages and business interruption and to
date, insurance payments have covered the majority of damages.
Damages were repaired within a few months and only one of the five
hotels remains to open.  It is not known with certainty when will
the area's infrastructure fully recover from the devastation.  
This could potentially affect Posadas' occupancy levels in 2006.

At Dec. 31, 2005, total on-balance sheet debt reached US$370
million, the majority of which (70%) was dollar-denominated and
the remainder was in pesos.  The debt was comprised of:

   * US$225 million unsecured 8.75% notes due 2011;

   * US$52 million of secured debt with properties (including
     US$15 million of new debt related to Posadas' investment
     in Mexicana);

   * US$75 million of Peso-denominated bonds (Certificados
     Bursatiles); and

   * US$18 million of other debt.

In addition the company had US$158 million of off-balance sheet
debt related to hotel leases.  In November 2005, the company
closed a dual-currency credit facility due 2011 for US$50 million
(up to US$20 million equivalent can be drawn in pesos).  Proceeds
from this facility will refinance upcoming maturities on its peso
notes maturing in February and July 2006 for Ps.300mm and Ps.250mm
respectively.

At Dec. 31, 2005 the company had comfortable liquidity with a
balance of cash and marketable securities of US$35 million.  The
ratio of total adjusted debt to EBITDAR reached 3.9x, an
improvement from 4.1x in 2004.  Adjusted interest coverage
measured by the ratio of EBITDAR to financial expense plus rent
expense, was 2.4x.  The acquisition of a minority stake in
Mexicana did not have a material effect on leverage and credit
ratios.

According to Mexican GAAP, the US$35 million secured non-recourse
loan incurred in connection with the acquisition is treated off-
balance sheet.  The non-recourse loan is to be repaid with
proceeds from a future public or private offering of Mexicana
shares and the creditor bank bears any price risk.  Adjusting for
the US$35 million off-balance sheet liability, total adjusted
debt/EBITDAR at the end of 2006 should remain approximately flat
from 2005 as incremental debt is off-set by an expected increase
in EBITDAR.

Capital expenditures during 2005 reached US$25 million, an
increase from US$18 million during 2004.  The investment was
related to maintenance, conversion of hotels to the Vacation Club
format and corporate purposes.  Over the next three years, the
company plans to open seven new Fiesta Inn Hotels and two new
Cesar Park Hotels.  It will also launch a new hotel format, One,
targeted to economy business travelers, the first one of which
will open during the second half of 2006.  These investments,
budgeted at approximately US$305 million for the next three years,
will require a cash flow outlay by Posadas of 5% or approximately
US$15 million, since the majority of the new openings will be
under management and lease agreements.

Grupo Posadas is the largest hotel operator in Mexico with more
than 30 years in business.  The company operates 92 hotels and
17,268 rooms across:

   * Mexico (83% of total rooms),
   * United States (5%),
   * Brazil (11%), and
   * Argentina (1%).

Approximately 72% of rooms are in urban locations, with the
remaining 28% in coastal destinations.  The company manages
different hotel formats under a combination of owned, leased, and
managed properties including:

   * Fiesta Americana and Fiesta Inn in Mexico, and
   * Caesar Park and Caesar Business in Argentina and Brazil.


GSAMP TRUST: Moody's Puts Low-B Ratings on Two Class Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior notes
issued by GSAMP Trust 2006-NC1, and ratings ranging from Aa1 to
Ba2 to the subordinate notes in the deal.

The securitization is backed by New Century Mortgage Corporation
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by Credit-Based Asset Servicing and Securitization
LLC.  The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, excess spread,
overcollateralization, and an interest-rate swap agreement
provided by Barclays Bank PLC.  Moody's expects collateral losses
to range from 3.7% to 4.20%.

Litton Loan Servicing LP will service the loans.  Moody's has
assigned Litton Loan Servicing LP its top servicer quality rating
SQ1 as a primary servicer of subprime first-lien loans.

The complete rating actions are:

                GSAMP Trust, Mortgage Pass-Through
                  Certificates, Series 2006-NC1

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


HERCULES INC: Offers to Buy Back $118 Mil. of 11.125% Senior Notes
------------------------------------------------------------------
Hercules Incorporated (NYSE:HPC) is offering to purchase for cash
any and all of its outstanding $118,968,000 in aggregate principal
amount 11.125% Senior Notes due 2007 (CUSIP Nos. 427056AY2 and
427056AW6) on the terms and subject to the conditions set forth in
its Offer to Purchase and Consent Solicitation Statement dated
March 8, 2006.  The Company also is soliciting consents to certain
proposed amendments to the indenture governing the Notes.

A portion of the funds required by the Company to finance the
Offer is expected to be generated by the pending sale of the
Company's 51% interest in FiberVisions Delaware Corporation to
SPG/FV Investor LLC.  The Asset Sale cannot be completed until
certain customary conditions are satisfied.  It is anticipated
that the Asset Sale will be completed on or about March 31, 2006.

The purpose of the Offer is to acquire all of the issued and
outstanding Notes and to amend or eliminate the principal
restrictive covenants, certain events of default and other
provisions contained in the Indenture in order to enhance the
business, operational and financial flexibility of the Company and
its subsidiaries.

If all conditions to the tender offer and consent solicitation are
satisfied, holders of the Notes who validly tender their Notes
pursuant to the offer and validly deliver their consents pursuant
to the solicitation by 5:00 p.m., New York City time, March 21,
2006, (and do not validly withdraw their Notes or revoke their
consents by such date), will be paid the total consideration for
each $1,000 principal amount of the Notes, which is equal to the
present value (minus accrued interest) of:

   (a) $1,000 per $1,000 principal amount of the Notes, the amount
       payable on Nov. 15, 2007, the stated maturity date and

   (b) an amount equal to the interest that would have been paid
       on the Notes from the date of payment up to and including
       the Maturity Date, in each case determined on the basis of
       a yield to the Maturity Date equal to the sum of:

       (i) the yield of a 3.00% U.S. Treasury Note due Nov. 15,
           2007, plus

      (ii) a fixed spread of 50 basis points.

In addition, holders who validly tender and do not validly
withdraw their Notes in the tender offer will receive accrued and
unpaid interest from the last interest payment date up to, but not
including, the date of payment.

In connection with the tender offer, the Company is soliciting
consents to certain proposed amendments to eliminate substantially
all of the restrictive covenants in the indenture governing the
Notes and certain other provisions.  

The Company is offering to make a consent payment of $20 per
$1,000 principal amount of the Notes to holders who validly tender
their Notes prior to the Consent Date.  Holders who tender their
Notes after the Consent Date will not receive the consent payment.  
Holders may not tender their Notes without delivering consents and
may not deliver consents without tendering their Notes.

The tender offer is scheduled to expire at 5:00 p.m., New York
City time, on April 5, 2006, unless otherwise extended or earlier
terminated.  Subject to the terms and conditions of the tender
offer, payment for any Notes tendered will be made promptly after
the Expiration Date.

The Company will not be required to purchase any of the Notes
tendered or pay any consent payments unless certain conditions
have been satisfied, including:

     (a) the valid tender of a majority in aggregate principal
         amount of the Notes outstanding and the valid delivery of
         the accompanying consents,

     (b) the execution and delivery of a supplemental indenture,
         and

     (c) the receipt of net cash proceeds of at least $100 million
         from the Asset Sale.

This announcement is not an offer to purchase, a solicitation of
an offer to sell or a solicitation of consent with respect to any
Notes.  The full terms of the tender offer and the consent
solicitation are set forth in the Statement, and in the related
Consent and Letter of Transmittal.

Credit Suisse Securities (USA) LLC and Wachovia Capital Markets
LLC are the Dealer Managers and Solicitation Agents for the tender
offer and consent solicitation.  Questions regarding the tender
offer and consent solicitation should be directed to:

     Credit Suisse
     Attn: Liability Management Group
     Telephone (212) 325-7596
     Toll Free (800) 820-1653

          or

     Wachovia Securities
     Attn: Liability Management Group
     Telephone (704) 715-8341
     Toll Free (866) 309-6316

Requests for documents should be directed to the Information Agent
for the tender offer and consent solicitation:

     Mellon Investor Services LLC
     480 Washington Boulevard
     Jersey City, New Jersey 07310
     Toll Free (877) 698-6867

Headquartered in Wilmington, Delaware, Hercules Incorporated --
http://www.herc.com/-- manufactures and markets chemical   
specialties globally for making a variety of products for home,
office and industrial markets.

At Dec. 31, 2005, Hercules Incorporated's balance sheet showed a
$13.4 million stockholders' deficit compared to a $111.9 million
positive equity at Dec. 31, 2004.


HINES HORTICULTURE: Triad Buying Vacaville, Calif., Lot for $16.9M
------------------------------------------------------------------
Hines Nurseries, Inc., a subsidiary of Hines Horticulture, Inc.,
will have to sell its 168-acre property in Vacaville, California,
to Triad Communities, L.P., as Triad is exercising its option to
buy the lot under their April 30, 2003, Option Agreement.

Hines Nurseries will get $16.9 million from the sale, which
includes around $2.6 million in option payments already received.
The balance of $14.3 million is due at the end of the month.

Under the terms of the Option Agreement, the Company is able to
transition off of the land in three phases from 2006 to 2008.  The
three phases of transition will be July 1, 2006, July 1, 2007 and
July 1, 2008, and will consist of approximately 24 acres, 88 acres
and 56 acres.  The Company is continuing to develop replacement
acreage and infrastructure at its 842-acreWinters South facility
in Northern California.

Hines Horticulture Inc. operates commercial nurseries in North
America, producing one of the broadest assortments of container
grown plants in the industry.  Hines Horticulture sells nursery
products primarily to the retail segment, which includes premium
independent garden centers, as well as leading home centers and
mass merchandisers, such as Home Depot, Lowe's and Wal-Mart.

                         *     *     *

As reported in the Troubled Company Reporter on April 6, 2005,
Standard & Poor's Ratings Services revised its outlook on Irvine,
California-based Hines Horticulture Inc. to negative from stable,
and affirmed the company's 'B+' corporate credit rating.


HINES HORTICULTURE: Incurs $10.4 Million Net Loss in 4th Quarter
----------------------------------------------------------------
Hines Horticulture, Inc. (NASDAQ: HORT), reported net sales for
the fourth quarter of 2005 of $37.7 million, down $4.3 million, or
10.2%, from $41.9 million for the fourth quarter a year ago.  Net
sales for the twelve-month period ended December 31, 2005, of
$327.9 million declined $7.3 million, or 2.2%, from net sales of
$335.2 million for the comparable period in 2004.

"Entering the second half of 2005 our sales were trending at 2004
levels," stated Rob Ferguson, chief executive officer.  "However,
as a result of hurricanes Katrina, Rita and Wilma we believe that
our combined third and fourth quarter net sales declined by as
much as $7 to $9 million.  Hurricane Wilma alone resulted in a
fourth quarter net sales decline of $5 to $6 million.  Despite
these hurricanes, we saw a modest improvement in net sales in our
other non-hurricane impacted markets during 2005."

"Looking forward to 2006, we anticipate a modest increase in net
sales as a result of a slightly higher average selling price per
unit.  Based on our internal projections, we currently expect that
our 2006 EBITDA will be flat compared to 2005 as we sell thru high
cost inventory produced during fiscal 2005 and 2004 -- years
severely impacted by higher commodity and labor costs.  Despite
expecting unchanged EBITDA in 2006, we do anticipate an
improvement in cash generated from operations as we implement
significant productivity initiatives.  These improvement actions
should benefit our EBITDA results beginning in 2007 and carrying
into future periods."

                     Fourth Quarter Results

Gross profit for the fourth quarter of 2005 was $11.5 million, or
30.6% of net sales, compared to $18.0 million, or 42.9% of net
sales, for the comparable period in 2004.  The decline in gross
profit was due to lower overall sales volume and increased scrap
as a result of hurricane Wilma.

Fourth quarter operating loss of $10.4 million increased
$7.3 million from an operating loss of $3.1 million during the
fourth quarter a year ago.  The additional operating loss resulted
from a decline in gross profit for the period of $6.5 million and
an increase in distribution expenses primarily due to continuing
increases in fuel costs and common carrier charges.  In addition,
the Company also incurred $0.9 million of consulting fees as we
continue to implement new productivity initiatives aimed at
offsetting rising commodity costs.  The increase in the operating
loss was offset by a decrease in selling expenses as a result of
the strategic reorganization that we implemented during the second
quarter of 2005.

Other expenses for the fourth quarter were $6.9 million compared
to $6.4 million for the comparable period in 2004.  The increase
was mainly due to deferred financing expenses written off in
connection with the early termination of the company's term loan,
as well as the decrease in interest rate swap agreement income,
whichs expired in February 2005.  This was offset by a decrease in
interest expense due to lower debt.

Net loss for the fourth quarter of 2005 increased to $10.4 million
compared to a net loss of $5.6 million for the comparable period a
year ago. "EBITDA" means income before interest expense, provision
for income taxes and depreciation and amortization.  "Adjusted
EBITDA" is EBITDA plus severance charges. Adjusted EBITDA for the
fourth quarter of 2005 was a loss of $7.1 million compared to a
loss of $0.4 million for the same period last year.  A
reconciliation of net loss to EBITDA and Adjusted EBITDA for the
fourth quarters of 2005 and 2004 is included in this earnings
release.

           Twelve-Month Period Ended December 31, 2005

Gross profit for the twelve months ended December 31, 2005, was
$153.3 million, or 46.8% of net sales, compared to $164.5 million,
or 49.1% of net sales, for the comparable period in 2004.  The
decline in gross profit margin was mainly due to lower overall
sales volume, increased scrap as a result of the hurricanes in the
third and fourth quarters and higher raw material and commodity
prices, driven primarily by the increase in the cost of petroleum.

Operating income for the twelve months ended December 31, 2005 was
$20.7 million, down $17.8 million, or 46.2%, from $38.5 million
for the comparable period a year ago.  The decline in operating
income resulted from a decline in gross profit primarily due to
the hurricanes in the third and fourth quarters and an increase in
distribution expenses due to rising fuel costs and common carrier
charges.  In addition, other operating expenses included
consulting fees relating to productivity improvements and
severance costs incurred during our strategic reorganization.

Other expenses for the twelve months ended December 31, 2005 were
$24.8 million compared to $24.5 million in the comparable period
in 2004.  The increase was mainly due to the reduction of interest
rate swap agreement income and deferred financing fees written off
in connection with the early termination of the Company's term
loan.  This was offset by a reduction in interest expense due to
lower overall debt.

Net loss for the twelve months ended December 31, 2005,
decreased to a net loss of $2.6 million compared to net income
of $8.2 million for the comparable period a year ago.  Adjusted
EBITDA for the twelve-month period ended December 31, 2005, was
$32.7 million compared to $49.1 million for the same period last
year.  

              Second Amendment To Credit Agreement

At December 31, 2005, the Company was not in compliance with some
of its debt covenants under its senior credit facility primarily
due to lower sales caused by hurricanes Katrina, Rita and Wilma.  
On February 3, 2006, the Company obtained the Second Amendment to
Credit Agreement from the financial institutions party to its
senior credit facility to adjust the minimum fixed charge coverage
ratio and eliminate the maximum leverage ratio covenants of the
senior credit facility.

Hines Horticulture Inc. operates commercial nurseries in North
America, producing one of the broadest assortments of container
grown plants in the industry.  Hines Horticulture sells nursery
products primarily to the retail segment, which includes premium
independent garden centers, as well as leading home centers and
mass merchandisers, such as Home Depot, Lowe's and Wal-Mart.

                         *     *     *

As reported in the Troubled Company Reporter on April 6, 2005,
Standard & Poor's Ratings Services revised its outlook on Irvine,
California-based Hines Horticulture Inc. to negative from stable,
and affirmed the company's 'B+' corporate credit rating.


HONEY CREEK: Has Until March 27 to File Chapter 11 Plan
-------------------------------------------------------
MuniMae Portfolio Services, LLC, fka Municipal Mortgage Portfolio
Services, LLC, submitted to the U.S. Bankruptcy Court for the
Northern District of Texas a notice of termination of Honey Creek
Kiwi, L.L.C.'s exclusive period.

MuniMae Portfolio is the servicing agent for The Bank of New York
Trust Company, N.A., as indenture trustee.

As reported in the Troubled Company Reporter on Jan. 27, 2006,
Court extended the Debtor's exclusive plan-filing period to the
earlier of:

    a. the expiration of 30 days following the filing and service
       of a Notice of Termination of Exclusivity by MuniMae
       Portfolio or

    b. 30 days following the entry of an order terminating
       exclusivity entered:

         (i) after notice and hearing upon request of another
             party in interest or

        (ii) by the Court, sua sponte.

MuniMae told the Court that it had granted the Debtor a 45-day
extension instead of the previously agreed 30-day extension.  
MuniMae calculates that the Debtor's exclusive plan-filing period
will end on Mar. 27, 2006.

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC, filed for
chapter 11 protection on August 24, 2005 (Bankr. N.D. Tex. Case
No. 05-39524).  Richard G. Grant, Esq., at Roberts & Grant, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


INSIGHT COMMS: Discloses Fourth Quarter & Year-End Financials
-------------------------------------------------------------
Insight Communications Company disclosed its financial results for
the quarter and year ended December 31, 2005.

2005 Highlights

   -- Revenue of $1.1 billion, an increase of 12% over 2004;

   -- Operating Income before Depreciation and Amortization of
      $406.0 million.  After adjusting for going-private
      transaction-related costs of $62.0 million, Operating Income
      before Depreciation and Amortization was $468.0, an increase
      of 8% over 2004;

   -- Capital expenditures of $220.1 million;

   -- Total Customer Relationships of 1,347,500 at year-end, an
      increase of 24,800 compared to 1,322,700 at year-end 2004;

Revenue for the year ended December 31, 2005 totaled $1.1 billion,
an increase of 12% over the prior year, due primarily to customer
gains in all services, as well as basic and classic video rate
increases.  High-speed Internet service revenue increased 45% over
the prior year, which is mainly attributable to an increased
customer base.  Insight added a net 139,900 high-speed Internet
customers during the year to end the year at 470,400 customers. In
addition, digital service revenue increased 13% over the prior
year primarily due to an increased customer base.  Insight added a
net 67,500 digital customers during the year to end the year at
518,800 customers.

Basic cable service revenue increased 4% due to basic and classic
video rate increases, partially offset by promotional discounts.  
though the number of basic video customers was higher at December
31, 2005, than December 31, 2004, the average number of customers
during the year declined slightly.  Insight is increasing its
customer retention efforts by emphasizing bundling, enhancing and
differentiating its video services and providing video-on-demand,
high definition television and digital video recorders.  The
company is also continuing to focus on improving customer
satisfaction through higher service levels, increased education of
product offerings and increased spending on sales and marketing
efforts.

Programming and other operating costs increased $37.6 million, or
11%.  Total programming costs for Insight's video products
decreased for the year ended December 31, 2005 compared to the
year ended December 31, 2004.  The substantial increases in
programming rates were offset by programming credits.  The credits
resulted from favorable resolution of pricing negotiations related
to certain prior period programming costs that were accrued at a
higher rate than the amount actually paid, as well as a settlement
of disputed claims with a vendor.  In addition, direct operating
costs increased due to an increased volume of modems sold and cost
of sales associated with telephone that were previously paid by
Comcast.  Other operating costs increased primarily as a result of
increases in technical salaries for new and existing employees, in
addition to decreased capitalized labor costs due to the continued
transition from upgrade and new connect activities to maintenance
and reconnect activities.  Other operating costs also increased as
a result of increases in repairs and maintenance costs due to
increased repair costs for customer premise equipment, an increase
in drop materials due to customer growth and increased property
taxes due to a favorable reversal of accrued property taxes
recorded in 2004.

Selling, general and administrative expenses increased
$41.7 million, or 18%, primarily due to increased payroll and
payroll related costs, including an increase in the number of
employees and salary increases for existing employees.  Marketing
support funds (recorded as a reduction to selling, general and
administrative expenses) decreased over the prior year.  Marketing
expenses increased over the prior year to support the continued
rollout of high-speed Internet, digital and telephone products,
and to maintain the company's core video customer base.  A
decrease in expenses previously allocated to Comcast, under
Insight's prior agreement to manage certain Comcast systems, also
contributed to the increase in selling, general and administrative
expenses.  As this agreement was terminated effective July 31,
2004, the year ended December 31, 2005, does not include any of
these expense allocations, and the year ended December 31, 2004,
includes seven months of these expense allocations.  Some cost
savings have been realized upon termination of the management
agreement, and the impact of certain of these savings is reflected
in programming and other operating costs.

Transaction-related costs of $62.0 million were recorded for the
year ended December 31, 2005.  These costs were comprised of
sponsor and investment fees, legal and accounting fees, financial
advisor fees, the cancellation of in-the-money stock options,
printing and mailing and other miscellaneous expenses related to
the going-private transaction.

Stock-based compensation expense increased $12.9 million due to
the expense associated with the accelerated vesting of certain
restricted shares in connection with the going-private transaction
and in connection with the granting of restricted and deferred
shares during the year ended December 31, 2005.

Depreciation and amortization expense increased $7.9 million, or
3%, primarily as a result of additional capital expenditures
through December 31, 2005.  These expenditures were primarily for
telephone equipment, purchases of customer premise equipment and
drop materials and network extensions, all of which Insight
considers necessary in order to continue to maintain and grow its
customer base and expand its service offerings.  Partially
offsetting this increase was a decrease in depreciation expense
related to certain assets that have become fully depreciated since
December 31, 2004.

As a result of these factors, Operating Income before Depreciation
and Amortization decreased $26.0 million.  After adjusting for
going-private transaction-related costs of $62.0 million,
Operating Income before Depreciation and Amortization increased
$36.0 million to $468.0 million, an increase of 8% over 2004.

Interest expense increased $25.5 million, or 13%, due to higher
interest rates, which averaged 8.2% for the year ended
December 31, 2005, as compared to 7.1% for the year ended
December 31, 2004, and an increase in the accreted value of the
12-1/4% Senior Discount Notes.

                 Liquidity and Capital Resources

Insight's business requires cash for operations, debt service and
capital expenditures.  The cable television business has
substantial ongoing capital requirements for the construction,
expansion and maintenance of its broadband networks and provision
of new services.

In the past, expenditures have been made for various purposes,
including the upgrade of the existing cable network, and in the
future will be made for network extensions, installation of new
services, customer premise equipment (e.g., set-top boxes),
deployment of new product and service offerings, and, to a lesser
extent, network upgrades.  Historically, Insight has been able to
meet its cash requirements with cash flow from operations,
borrowings under its credit facilities and issuances of private
and public debt and equity.

Cash provided by operations for the years ended December 31, 2005,
and 2004 was $233.6 million and $289.9 million.  The decrease was
primarily attributable to an increase in net loss due to costs
incurred in connection with the going-private transaction and
partially offset by the effect of non-cash items.

Cash used in investing activities for the years ended December 31,
2005, and 2004 was $218.7 million and $173.5 million.  The
increase primarily was due to capital expenditures to launch
Insight's telephone product in additional markets and for customer
premise equipment and drop materials.

Cash used in financing activities for the years ended December 31,
2005 and 2004 was $85.2 million and $76.4 million.  The increase
was primarily due to increased amortization payments on the credit
facility in 2005.

For the years ended December 31, 2005, and 2004, Insight spent
$220.1 million and $174.1 million in capital expenditures.  These
expenditures principally constituted purchases of customer premise
equipment, telephone equipment, capitalized labor, drop materials,
headend equipment and system upgrades and rebuilds, all of which
are necessary to maintain Insight's existing network, grow its
customer base and expand its service offerings.

Free Cash Flow for the year ended December 31, 2005, totaled
$13.5 million compared to $115.8 million for the year ended
December 31, 2004.  The decrease was primarily driven by:

   -- a $46.0 million increase in capital expenditures;

   -- a $26.0 million decrease in Operating Income before
      Depreciation and Amortization (including the impact of
      $62.0 million of going-private transaction-related costs);

   -- a $20.6 million increase in cash interest expense paid
      driven by an increase in interest rates; and

   -- a $16.0 million source of Free Cash Flow for the year ended
      December 31, 2005, compared to a $25.7 million source for
      the year ended December 31, 2004, from changes in working
      capital accounts.

These changes resulted in an overall decrease in Free Cash
Flow from 2004 to 2005 of $102.3 million.

Insight Communications (NASDAQ: ICCI) is the 9th largest cable
operator in the United States, serving approximately 1.3 million
customers in the four contiguous states of Illinois, Indiana,
Ohio, and Kentucky.  Insight specializes in offering bundled,
state-of-the-art services in mid-sized communities, delivering
analog and digital video, high-speed Internet, and voice telephony
in selected markets to its customers.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 5, 2005,
Fitch Ratings affirmed the 'B+' Issuer Default Rating and the
Stable Rating Outlook assigned to Insight Communications Company,
Inc.  

Specifically, Fitch affirmed the 'BB+' senior secured rating and
'R1' Recovery Rating assigned to Insight Midwest Holdings, LLC's
senior secured credit facility, and the 'B+' senior unsecured debt
rating and 'R4' Recovery Rating assigned to the senior unsecured
notes issued by Insight Midwest, LP.  Also, Fitch affirmed the
'CCC+' senior unsecured rating and 'R6' Recovery Rating assigned
to ICCI's senior discount notes.  Approximately $2.8 billion of
debt is affected by Fitch's action.



JEAN COUTU: Covenant Amendments Cue DBRS to Change Trends to Neg.
-----------------------------------------------------------------
Dominion Bond Rating Service changed the trends on the Bank Credit
Facilities, Senior Unsecured Debt, and Senior Subordinated Debt of
The Jean Coutu Group (PJC) Inc., to Negative from Stable.

Complete rating action:

   * Bank Credit Facilities   -- B (high)
   * Senior Unsecured Debt    -- B
   * Senior Subordinated Debt -- B (low)

The rating action follows Coutu's announcement that it is seeking
amendment of the financial covenants in its Bank Credit
Facilities.  This initiative was precipitated by earnings weakness
caused by slower-than-anticipated progress on sales and earnings
in Coutu's U.S. operations following the acquisition and
integration of Eckerd stores.  In addition, inventory remains
above optimum levels due to system-related problems in fall 2005,
leading to higher-than-planned debt balances.

Based on information provided by Coutu, DBRS had previously
expected that Coutu would not breach its financial covenants in
the near term.  DBRS had noted that compliance over the longer
term would be challenging without a marked improvement in U.S.
earnings, given that the covenant requirements become tighter
through the terms of the Bank Credit Facilities.


JET HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Jet Holdings, Ltd.
        dba MicroJet
        3506 124th Street Northeast
        Marysville, Washington 98271

Bankruptcy Case No.: 06-10545

Type of Business: The Debtor is a contract manufacturer that
                  specializes in laser cutting, welding,
                  forming, and general fabrication.

Chapter 11 Petition Date: March 2, 2006

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: Sarah Weaver, Esq.
                  Sarah Weaver, PLLC
                  1325 4th Avenue, Suite 940
                  Seattle, Washington 98101
                  Tel: (206) 388-0138

Total Assets: $321,271

Total Debts:  $10,655,996

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Wash. Water Jet Workers       Lawsuit by Water       $10,000,000
Assn.                         Jet Workers Assn.
c/o Darrell L. Cochran
Gordon Thomas Honeywell
1201 Pacific Avenue
Suite 2100
Tacoma, WA 98402

Cutler & Nylander, P.S.       Legal Fees                 $64,420
The College Club, Suite 220
505 Madison Street
Seattle, WA 98104

AC Electric Service, Inc.     Electrical                 $62,365
804 West Meeker Suite 102     Improvements
Kent, WA 98032

Piel Enterprises              Equipment lease            $56,180
                              dated 12/2004

SEBCO, Inc.                   Rent                       $44,579

Sharon Piel                   Contract Wages             $39,820

Benchmark                     Trade Debt                 $30,719

Kenneth L. Piel               Unreimbursed Expenses      $23,293

Gregory Miller                Legal Fees                 $21,471

Barton Mines Corporation      Trade Debt                 $20,790

American Steel, LLC           Trade Debt                 $12,085

Central Welding Supply        Trade Debt                  $8,019

Internal Revenue Service      Federal Withholding &       $7,289
                              Social Security &
                              Medicare Taxes

Accustream, Inc.              Trade Debt                  $6,873

Snohomish County PUD          Utilities                   $6,843

Oregon Metal Slitter          Trade Debt                  $6,678

Snohomish County Treasurer    Property Taxes              $6,022

Powder Fab                    Trade Debt                  $5,625

JEMCO Components & Fab.,      Trade Debt                  $5,100
Inc.

Washington Employers Trust    Trade Debt                  $5,079


J.L. FRENCH: Wants Deloitte Tax as Tax Service Provider & Advisor
-----------------------------------------------------------------
J.L. French Automotive Castings, Inc., and its debtor-affiliates
ask the U.S. bankruptcy Court for the District of Delaware for
permission to employ Deloitte Tax LLP as their tax service
providers and tax consultants.

Deloitte Tax will:

     1) assist the Debtor with federal tax effects of bankruptcy
        filing and tax advisory services related to debt discharge
        issues:

         a. compute the Debtors' tax basis in order to assist the
            Debtors' management in evaluating the income from the
            cancellation or discharge of indebtedness and its
            effects under Section 108 and 1017 of the Internal
            Revenue Code;

         b. advise the Debtors in evaluating and modeling
            alternative tax methodologies in order to assist the
            Debtors management in understanding post-bankruptcy
            tax attributes available under applicable newly issued
            tax regulations and absorptions of such attributes
            based on the Debtors' operating projection; including
            a technical analysis of the effects of Treasury
            Regulation Section 1.1502-28 and the interplay with
            IRC Sections 108 and 1017;

         c. advise the Debtors in evaluating and modeling the
            potential effect of the alternative minimum tax in
            various post-emergence scenarios;

         d. assist the Debtors in analyzing the effects of tax
            rules under Sections 382(l)(5) and (l)(6) of the
            Internal Revenue Code;

         e. advise the Debtor in analyzing the Built-in Gain or
            Loss position at date of bankruptcy in order to assist
            the Debtor's management in understanding any
            limitations on use of tax losses generated from post-
            bankruptcy asset or stock sales;

         f. assist the Debtors by working with creditors' counsel,
            the Debtors' counsel, and the Debtors' financial
            advisors on cash tax effects of bankruptcy and in
            understanding the post-bankruptcy tax profile;

         g. advise the Debtors as to the proper tax treatment of
            post-petition interest;

         h. advise the Debtors as to the proper treatment of pre-
            petition and post-petition reorganization costs;

         i. assist the Debtors in determining the state tax
            consequences of the income from the discharge of
            indebtedness and any ownership changes, including
            their impact on the amount and use of state net
            operating losses;

         j. advise the Debtors on the state tax aspects of the
            post-bankruptcy environment with a focus on optimizing
            the post-bankruptcy tax structure for state tax
            purposes;

         k. assist the Debtors in evaluating and modeling the
            effects of liquidating, merging, or converting
            entities as part of the post-emergence plan,
            including, the effects on federal and state tax
            attributes, state incentives, apportionment, and other
            planning;

         l. assist the Debtors in consulting on the conceptual tax
            GAAP requirements of "fresh start" accounting as
            required for the emergence date of the US GAAP balance
            sheet to identify the appropriate tax treatment of
            adjustments to equity, and other adjustments to assets
            and liabilities recorded; and

         m. document, as appropriate, the tax analysis, opinions,
            recommendation, conclusion, and correspondences for
            any proposed restructuring alternative tax issue or
            other tax matter, and

    2. provide general corporate tax advisory assistance:

         a. provide the Debtors general assistance with day-to-day
            federal and state tax questions as requested by the
            Debtors' internal tax department, and as may be agreed
            to by Deloitte tax, in an effort to assist the Debtors
            with ordinary tax needs not able to be satisfied with
            its existing internal resources.

Scott Vickman, a partner at Deloitte Tax, tells the Court that the
Firm's professionals bill:

            Professional             Hourly Rate
            ------------             -----------
            Partner                     $540
            Senior Manager              $430
            Manager                     $335
            Senior Associate            $225

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

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: Court Okays Abernathy MacGregor as PR Consultant
-------------------------------------------------------------
J.L. French Automotive Castings, Inc. and its debtor-affiliates
sought and obtained authority from the U.S. Bankruptcy Court for
the District of Delaware to employ The Abernathy MacGregor Group,
Inc. as their corporate communications consultant.

Abernathy MacGregor will:

    a. prepare materials to be distributed to the Debtors'
       employees explaining the impact of the chapter 11 cases;

    b. draft correspondence to creditors, vendors, employees and
       other interested parties regarding the Debtors' chapter 11
       cases;

    c. prepare written guidelines for head offices and location
       managers to assist them in addressing employee and
       customers;

    d. prepare news releases for dissemination to the media for
       distribution;

    e. interface and coordinate media reports to contain the
       correct facts and the Debtors' perspective as an ongoing
       business;

    f. assist the Debtors in maintaining their public image as a
       viable business and going concern during the chapter 11
       reorganization process;

    g. assist the Debtors in handling inquiries and developing
       internal systems for handling such inquiries;

    h. coordinating public relations services with a third party
       making an investment in the Debtors; and

    i. perform other strategic communications consulting services
       as requested by the Debtors in their chapter 11 cases.

Court documents don't indicate how much Abernathy MacGregor will
be paid, but they do talk about how frequently and promptly the
Debtor must pay its postpetition bills.  Abernathy MacGregor
expects payment from the Debtors within 30 days of the invoice
date.  If the Debtors are unable to pay Abernathy MacGregor within
the 30-day period, then an interest charge of 1.5% per month will
be assessed on any past-due balance.

Jeffrey R. Maloney, chief financial officer of Abernathy
MacGregor, assures the Court that the Firm does not represent or
hold any interest adverse to the Debtors or their estates.

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.


JO-ANN STORES: Incurs $18 Million Net Loss in Fourth Quarter
------------------------------------------------------------
Jo-Ann Stores, Inc. (NYSE: JAS), disclosed its financial
results for its fiscal 2006 fourth quarter and full year ended
January 28, 2006.  Net loss for the fourth quarter of fiscal 2006
was $18.0 million compared with net income of $32.3 million in the
prior year.

Results for the fourth quarter include a charge of $27.1 million
for goodwill impairment.  Excluding the goodwill charge, pro
forma net earnings for the fourth quarter of fiscal 2006 were
$9.1 million versus $32.3 million in the prior year fourth
quarter.

Net sales for the fourth quarter increased 2.7% to $604.1 million
from $588.2 million a year ago.  Same-store net sales decreased
3.0% for the quarter, versus a same-store sales increase of 4.3%
in the fourth quarter last year.

Net loss for the year was $23.0 million compared with net income
of $46.2 million, or $2.02 per diluted share in fiscal 2005.

Results for fiscal 2006 include a charge of $27.1 million for
goodwill impairment.  Results for fiscal 2005 include debt
repurchase costs, which reduced pre-tax income by $4.2 million.   
Excluding these items, pro forma net earnings were $4.1 million
for fiscal 2006 versus $48.8 million in fiscal 2005.

Net sales for fiscal 2006 increased 3.9% to $1.883 billion from
$1.812 billion in fiscal 2005.  Fiscal year 2006 same-store net
sales decreased 0.8% versus a same-store sales increase of 3.2% in
the prior year.

                   Review of Operating Results

Gross margins for the fourth quarter of fiscal 2006 decreased to
41.9% of net sales from 45.4% in the fourth quarter last year, due
to higher promotional activity and markdowns compared to a year
ago.  As expected, the Company's efforts to sell through inventory
during the fourth quarter significantly impacted the gross margin
rate performance.

Selling, general and administrative expenses, excluding other
expenses separately identified in the statement of operations,
increased to 35.8% of sales in the fourth quarter from 33.3% in
the fourth quarter last year.  The increase in percentage is due
to the lack of leverage from same-store sales results, coupled
with an increase in advertising, logistics costs, and increases in
operating expenses, primarily driven by inflationary increases and
increases in our stores fixed expenses, resulting from the larger
number of superstores in our store base.

Alan Rosskamm, chairman and chief executive officer said, "This
year clearly has been a challenging and disappointing time for
Jo-Ann Stores.  We entered the year with high expectations and, in
hindsight, with overly optimistic merchandising plans.  The
challenges of a slowing market and declining traffic were
exacerbated by merchandising and marketing decisions that proved
to be ineffective as we tried to counter negative industry trends
during the year."

Mr. Rosskamm continued, "Fiscal 2007 will be a year of transition
as we implement our previously communicated repair plan.  We
expect the first half of the year to be difficult, due to ongoing
industry softness, the costs associated with the execution of
repair plan initiatives and a merchandise assortment project
designed to reduce space designated for finished products and
expand space allocated to craft components.  However, in the
second half of the year we expect to be positioned for substantial
improvement in our operational and financial performance.  We
believe this strategy will enable us to end the year with lower
debt balances and result in a stronger, more disciplined
organization."

                   Senior Bank Credit Facility

On February 23, 2006, the Company completed an amendment of its
$350 million senior bank credit facility, increasing the size of
the facility to $425 million.  The term of the senior bank credit
facility remains unchanged, extending through April 2009.

In general terms, the amendment to the senior bank credit
facility, among other things, also improves advance rates on
inventory during peak borrowing periods and modifies the
consolidated net worth covenant.  To date, Jo-Ann hasn't made a
copy of the Amendment available to the public.  

                       Goodwill Impairment

At the beginning of the fourth quarter, the Company conducted its
annual impairment testing required by SFAS No. 142, "Goodwill and
Other Intangible Assets," for fiscal 2006.  As a result of the
evaluation, the Company determined that the carrying amount of the
goodwill exceeded its implied fair value, and that a total
impairment of goodwill existed.  This impairment conclusion
considered the market capitalization of the Company, declining
business trends, softness in our industry, deteriorating Company
performance, and the Company's assessment of its anticipated near-
term future performance.  During the fourth quarter, the Company
recorded a non-cash charge of $27.1 million to recognize the
goodwill impairment.  No tax benefit is recognized as a result of
the impairment charge.

                       Gift Card Breakage

During the fourth quarter of fiscal 2006, the Company recognized
$3.2 million of pre-tax income related to gift card breakage.   
While gift card breakage will continue to be recognized in future
quarters, the amount is expected to be significantly less.  Gift
card breakage income is included in net sales in the consolidated
statements of operations.

                   Store Openings and Closings

This past year, the Company opened 40 superstores and four
traditional stores, and closed 57 traditional stores. The year-end
store count was 684 traditional stores and 154 superstores, for a
total of 838 stores.  For the year, total store square footage
increased 4.8% to 16.198 million square feet.  For fiscal 2007,
the Company anticipates opening 26 new stores and closing 55-60
existing stores.

                       Fiscal 2007 Outlook

Based upon management's operating assumptions, the initial repair
plan initiatives, and ongoing softness in the crafts industry, the
Company expects a challenging fiscal 2007, with year-over-year
improvement in business performance in the second half of the
year, after a difficult first half.  The key considerations for
understanding the Company's outlook for fiscal 2007 include:

   -- Same-store sales decline of 4 to 5% in the first half of the
      year, slightly improving in the back half of fiscal 2007;

   -- Gross margin rate improvement of 75 to 125 basis points
      during fiscal 2007, including gross margin rate
      deterioration of 150 to 200 basis points in the first half
      from the same period in fiscal 2006;

   -- Selling, general and administrative expenses increase of 95
      to 125 basis points as a percentage of net sales from fiscal
      2006, including a 260 to 280 basis point year-over-year
      increase in the first half of the year, primarily due to
      higher store expenses resulting from the same-store sales
      decline and impact of higher fixed costs of the superstore
      format, which is a more significant portion of our store
      base;

   -- Capital spending of $50 to $55 million related to the
      opening of the 26 new stores; and

   -- Strengthening of the balance sheet through inventory
      reduction of $45 to $50 million, and a resulting debt
      reduction by fiscal year end of $40 to $50 million.

Jo-Ann Stores, Inc. -- http://www.joann.com/-- is the leading    
U.S. fabric and craft retailer with locations in 47 states,
operates 688 Jo-Ann Fabrics and Crafts traditional stores and 154
Jo-Ann superstores.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 17, 2006,
Moody's Investors Service lowered all ratings of Jo-Ann Stores,
Inc., including the rating on a $100 million issue of 7.5% senior
subordinated notes due 2012 to B3 from B2.  The rating downgrade
was prompted by the adverse impact that weak merchandising
programs and a slowdown in several categories have had on sales,
cash flow, and working capital.  "Key credit metrics have fallen
well below levels that are typical for the company's previous
ratings," Moody's said, and the rating agency "does not expect
that debt protection measures will soon regain prior levels."  
Moody's rating outlook was revised to negative too.  Moody's does
not rate Jo-Ann's secured bank credit facility.


KAISER ALUMINUM: Inks Stipulation on Law Debenture's Stay Request
-----------------------------------------------------------------
Law Debenture Trust Company of New York, asked the U.S. Bankruptcy
Court for the District of Delaware to:

    * reconsider the Guaranty Decision issued on December 22,
      2005, overruling its objection to the subordination of its
      fees and expenses under the joint plans of liquidation of
      the Liquidating Debtors; and

    * continue the stay imposed on the Guaranty Decision pending
      completion of its appeal seeking to stay the Court's order
      overruling its objections to the Liquidation Plans.

Liverpool Limited Partnership supported Law Debenture's request.

Consequently, Judge Fitzgerald grants Law Debenture's request for
reconsideration.

Judge Fitzgerald amends her Memorandum Opinion issued on Dec. 22,
2005, with respect to Law Debenture's Fees and Expenses, to state
that:

       "[Law Debenture] also objected to the joint plans at
       issue because of the treatment provided therein for
       fees and expenses.  For the reasons announced by the
       Court at hearings on May 2, 2005, and January 10, 2006,
       the Court finds that [Law Debenture's] 'Fee Objection'
       must be overruled."

In all other respects, the Order overruling Plan Objections filed
by Law Debenture and Liverpool will be unaffected by the Order,
Judge Fitzgerald clarifies.

                   Law Debenture's Stay Request

With regards Law Debenture's request for continuation of stay,
Judge Fitzgerald held a hearing on January 10, 2006.  At the
hearing, attorneys for Law Debenture, Liverpool, the Debtors, and
the Official Committee of Unsecured Creditors reached an
agreement.

At the conclusion of the hearing, Judge Fitzgerald directed the
parties to submit a proposed order, under certification of
counsel, which will reflect the agreement.

Pursuant to the Court's instructions, the parties submitted a
proposed form of order regarding Law Debenture's Stay Request.

The parties' Stipulated Order provides, among other things, that
the Court's memorandum opinion and order overruling Plan
Objections by Law Debenture and Liverpool are stayed, without
bond.

In addition, JPMorgan Trust Company, N.A., as the Distribution
Trustee pursuant to the Subsidiary Plans will:

    (1) distribute all funds held by it as disputed funds subject
        to the claims in the Guaranty Dispute in accordance with
        the terms of the Subsidiary Plans and the Distribution
        Trust Agreement, which amounts to $213,015,912 as of
        December 22, 2005, plus applicable per diem interest, to
        these senior indenture trustees:

           * US Bank, as indenture trustee for the holders of the
             10-7/8% Senior Notes -- $115,284,938;

           * Deutsche Bank, as indenture trustee for the holders
             of the 9-7/8% Senior Notes -- $89,230,974;

           * JP Morgan, as indenture trustee for the 7-3/4% SWD
             Revenue Bonds -- $8,000,000, plus $500,000; and

    (2) within three days that additional amounts or stock are
        allocated as funds or stock held by the Distribution
        Trustee as disputed funds or stock subject to the claims
        in the Guaranty Dispute, distribute those funds and stock
        to the Senior Indenture Trustees.

A full-text copy of the Stipulated Order is available for free at
http://ResearchArchives.com/t/s?651

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, informs the Court that the Stipulated Order
has been reviewed by, and is acceptable to, each of the counsel
for Law Debenture, Liverpool and the Creditors' Committee.

The Debtors did not receive a response from the U.S. Trustee, the
Official Committee of Asbestos Claimants, the Legal Representative
for Future Asbestos Claimants or the Legal Representative for
Future Silica Claimants.

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


KAISER ALUMINUM: Selling Surplus Pryor, Okla., Property for $700K
-----------------------------------------------------------------
Following the U.S. Bankruptcy Court for the District of Delaware's
approval of the request of Kaiser Aluminum & Chemical Corporation
to enter into an agreement for the sale of its real property in
Pryor, Oklahoma, KACC entered into a revised purchase and sale
agreement and a related amendment.

Among other things, the Revised Sale Agreement provides that:

    -- Amerex Acquisition Corp. replaces Tulsa Equipment, as
       buyer;

    -- the purchase price is increased from $100 to $700,000; and

    -- Amerex will deposit $400,000 into an escrow account to
       secure certain of its obligations.

Except for these amendments, the Revised Sale Agreement contains
no material changes from the previous purchase and sale agreement.

Accordingly, Judge Fitzgerald authorizes KACC to:

    * enter into, and consummate the transaction contemplated by
      the Revised Sale Agreement; and

    * pay the prepetition taxes from the sale proceeds and its
      general operating funds as necessary to consummate the sale.

The Court directs KACC to apply the net proceeds of the Sale in
accordance with the order authorizing the Debtors to obtain
postpetition financing and granting liens, security interests and
superpriority claims, dated February 11, 2005.

A full-text copy of the Revised Sale Agreement, is available for
free at http://ResearchArchives.com/t/s?650

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


KMART CORP: Settles Dispute Over Bankest's $3 Million Unsec. Claim
------------------------------------------------------------------
On July 10, 2002, Euler/American Credit Indemnity, as assignee of
Bankest, LLC, filed Claim No. 27530 for $6,022,488, an unsecured
non-priority prepetition claim, which allegedly represent amounts
due to these vendors:

   * Team Products International, Inc., duns No. 70052,

   * Global Air also known as IMG International Merchandise
     Group, duns No. 13160,

   * IMG Kids, duns No. 61138,

   * IMG Global, duns No. 990239,

   * Joy Athletic, Inc., duns No. 56919178 and 63102, and

   * Joy Athletic, duns No. 22749.

On April 30, 2002, Team Products filed an unsecured non-priority
prepetition claim, No. 13241 for $618,776.  The Team Claim was
allowed for $597,720.  The Team Claim was assigned to NewStart
Factors, and Kmart Corporation made a distribution on the Team
Claim to NewStart Factors as it believed it was making
distribution on a claim validly held and asserted by Team
Products.

On Aug. 1, 2003, Bankest filed Administrative Expense Claim No.
56091 for $2,030,009.

Kmart has objected to the Claims.  Subsequently, Bankest and
Euler contested Kmart's Objections.

Kmart scheduled Claim No. 10590011 in the name of IMG Kids.  
Kmart issued, but not yet released, the initial distribution on
the IMG Claim.  As the IMG Claim is part of Euler's overall claim,
Kmart will re-issue the IMG Distribution in the name of Euler and
release and deliver it according to its Plan of Reorganization.

To settle their dispute, the parties agree that:

   (a) Claim No. 27530 is allowed as a Class 5 Unsecured Non-
       priority Prepetition Claim for $3,000,000 and that any and
       all distributions made on its account will be issued and
       delivered to Euler.  The amount will constitute full and
       final satisfaction of Claim No. 27530;

   (b) Bankest will be entitled to receive from Euler the
       distribution received on account of $75,000 of Claim No.
       27530, which Euler will remit to Bankest net of
       liquidation costs and fees;

   (c) Claim No. 10590011 is allowed as a Class 5 Unsecured Non-
       Priority Claim for $609,240, and that any and all
       distributions made on its account will be issued and
       delivered to Euler.  The amount will constitute full and
       final satisfaction of Claim No. 10590011;

   (d) The parties release each other from all claims and causes
       of action arising under or in connection with any and all
       claims of the Vendors against Kmart either on or before
       December 24, 2005, except:

       * Euler's right to receive the distributions on the
         Claims;

       * Bankest's right to receive any amounts to be refunded on
         account of co-insurance provisions under the applicable
         credit insurance policy in effect between Bankest and
         Euler and the Allocation Amount; and

       * Claim No. 56091, on account of which all parties reserve
         their rights;

   (e) Any other claims between Euler and Bankest, including
       claims relating to other vendors or issues arising under
       any credit insurance policies Euler issued in favor of
       Bankest are expressly reserved;

   (f) Any and all rights, claims, and causes of action that
       Euler, Bankest, and Kmart may have against Team Products
       and NewStart Factors relative to any and all distributions
       made or that will be made by Kmart relative to the Team
       Claim are assigned or otherwise transferred to Bankest and
       Euler, and Kmart will cooperate reasonably in the
       prosecution of any claim by Bankest as against either Team
       Products or NewStart Factors;

   (g) All amounts distributed to Euler pursuant to Claim No.
       27530 and the IMG Claim will be divided among Euler and
       Bankest pursuant to the Policy.  Bankest will be entitled
       to 18.0445% of Euler's recovery on the Claim, less
       reasonable fees due under the Policy and relating to a
       Kmart distribution to Euler or Bankest.  To the extent
       Bankest and Euler cannot agree as to their entitlements to
       the amounts distributed pursuant to Claim No. 27530 and
       the IMG Claim, the parties agree that Euler will hold the
       amount in trust pending determination of those
       entitlements; and

   (h) The Stipulation will have no effect on Claim No. 56091.

Judge Sonderby approves the Stipulation in its entirety.

Headquartered in Troy, Michigan, Kmart Corporation nka 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. 107; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Asks Court to Reject Gramercy Dominicana's Claims
-------------------------------------------------------------
Gramercy Dominicana, S.A., owned by Gramercy Industries, operating
at 86 Heritage Court, Woodcliff Lake, New Jersey, supplied
clothing products to Kmart Corporation for resale.

Prior to the Debtor's bankruptcy filing, Gramercy Dominicana filed
claims totaling $328,959, for clothing product shipped to Kmart:

          Claim No.        Claim Amount
          ---------        ------------
            29722            $129,240
            29723             120,231
            29724              79,488

Gramercy Dominicana assigned the Claims to BPD International Bank
in August 2003.

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum
Perlman & Nagelberg LLP, in Chicago, Illinois, asserts that Kmart
has paid the Claims in full.  Kmart wire transferred $328,959 from
its account at Bank One to the account of Gramercy Industries at
BPD International Bank.

Accordingly, Kmart asks the U.S. Bankruptcy Court for the Northern
District of Illinois to grant summary judgment in its favor and
disallow Claim Nos. 29722, 29723 and 29724.

Headquartered in Troy, Michigan, Kmart Corporation nka 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. 107; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LARGE SCALE: Court Grants Interim Access to Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
in Sacramento granted Large Scale Biology Corporation and its
debtor-affiliates interim access to cash collateral securing
repayment of approximately $8.5 million of their prepetition
debts.

The Debtors will use the cash collateral in accordance with a
weekly budget.  A copy of this budget is available for free
at http://researcharchives.com/t/s?634

To provide adequate protection for the use of their collateral,
the Debtors grant their secured creditors replacement liens with
the same scope, validity and priority as their prepetition
security interests.

Secured creditors holding liens on the Debtors' assets include:

     -- Agility Capital LLC, which holds a $1.1 million contested
        claim;

     -- Kentucky Technology, Inc., asserting a $2.9 million claim;    
   
     -- Kevin Ryan, who is owed approximately $4.2 million;

     -- Robert Erwin, who is owed approximately $400,000; and

     -- Earl White, who is owed $50,000.

Paul J. Pascuzzi, Esq., at Felderstein Fitzgerald Willoughby &
Pascuzzi, LLP, tells the Bankruptcy Court that these secured
creditors, except for Agility Capital, support the proposed use of
cash collateral.

Agility Capital and the Debtors are embroiled in a dispute over
the value of the lender's claim.  The Debtors say that they
received only $500,000 from the $1.5 million prepetition bridge
loan promised by Agility Capital.  However, Agility Capital
demands approximately $1.1 million from the Debtors on account of
the loan, including a $450,000 exit and a $200,000 fee for
expenses and miscellaneous charges.

Agility Capital's move to foreclose on the Debtors' assets led to
their bankruptcy filing in January 2006.  The Debtors insist that
Agility Capital acted in bad faith in implementing the terms of
the loan agreement.

The Debtors are currently assessing their reorganization
prospects.  While most of their workers have been laid off in
December 2005, the Debtors anticipate conducting minimal operation
to support certain valuable contracts to generate an income stream
from the estates while they formulate a plan of reorganization.

Headquartered in Vacaville, California, Large Scale Biology
Corporation -- http://www.lsbc.com/-- develops, manufactures and   
sells plant-made pharmaceutical proteins and vaccines.  LSBC and
its debtor-affiliates filed for chapter 11 protection on Jan. 9,
2006. (Bankr. E.D. Calif. Case No. 06-20046).  Paul J. Pascuzzi,
Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi, represent
the Debtors in their restructuring efforts.  As of Nov. 30, 2005,
the LSBC had $9,760,000 in total assets and $7,836,000 in total
debts.


LARGE SCALE: Hires Felderstein Fitzgerald as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
gave Large Scale Biology Corporation and its debtor-affiliates
permission to employ Felderstein Fitzgerald Willoughby & Pascuzzi,
LLP, as their bankruptcy counsel.

Felderstein Fitzgerald will:

   a) advise and represent the Debtors as to all matters and
      proceedings in their chapter 11 cases, except for adversary
      proceedings, and excepting objections to the amount of
      unsecured claims;

   b) assist the Debtors in obtaining the use of cash collateral
      and DIP financing and assist with other bankruptcy issues
      which may arise in the operation of the Debtors' business,
      including negotiations with creditors, interest groups and
      the Official Committee of Unsecured Creditors;

   c) assist the Debtors in preparing and confirming a plan of
      reorganization; and

   d) assist the Debtors in selling some or all of their assets.

The Firm disclosed that it received a $50,000 prepetition from the
Debtor.  In addition, the Firm applied a $35,000 prepetition
retainer as a fixed fee to represent the Debtors prior to their
chapter 11 case filing.

The Debtors and Felderstein Fitzgerald agreed to the contingency
fee arrangement in an amount equal to:

      i) 5% of the sums actually paid to the secured creditors,
         including but not limited to Agility Capital, Inc.,
         Kentucky Technology, Inc., Kevin Ryan, Robert Erwin, and
         Earl White, up to the amount of their secured claims from
         the sale, liquidation, refinancing or other disposition
         of the secured creditors' collateral;

     ii) 10% of the sums paid to prepetition unsecured creditors
         (including priority claims) whose claims arose before the
         bankruptcy filing, which will be paid at the time of the
         payments to unsecured creditors; and

    iii) 20% of the sums paid to equity holders, which fee will be
         paid at the period of the payments to equity holders, but
         if the operating business, or any part of it, is
         reorganized instead of liquidated as part of a confirmed
         plan, the Debtors will pay on confirmation a $200,000
         fixed fee in complete satisfaction of all sums due on
         account of the value of the reorganized business to the
         equity holders.

Moreover, the Debtors and the Firm agreed to amend the contract
for legal services and modify the contingent fee only if each of
the following:

   * the Owensboro Sale closes on or before April 10, 2006; and

   * the purchase price paid to the Debtors is not less than
     $6 million.

Upon satisfaction of these conditions, Felderstein Fitzgerald will
cap the fees it will otherwise be entitle to under the contingent
fee:

      i) 5% of the amounts paid to secured creditors from the
         Owensboro Sale;

     ii) 10% of the balance of the purchase available to the
         bankruptcy estate from the sale;

    iii) provided that the total of i) and ii), when added to the
         fixed fee, is note less than $380,000.

Paul J. Pascuzzi, Esq., a Felderstein Fitzgerald member, assures
the Court that the Firm does not hold or represent any interest
materially adverse to the Debtors or their estate.

Headquartered in Vacaville, California, Large Scale Biology
Corporation -- http://www.lsbc.com/-- develops, manufactures and    
sells plant-made pharmaceutical proteins and vaccines.  LSBC and
its debtor-affiliates filed for chapter 11 protection on Jan. 9,
2006. (Bankr. E.D. Calif. Case No. 06-20046).  Paul J. Pascuzzi,
Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi, represent
the Debtors in their restructuring efforts.  As of Nov. 30, 2005,
the LSBC had $9,760,000 in total assets and $7,836,000 in total
debts.


LEAR CORP: Disputes 2005 Financial Changes by Unnamed Customer
--------------------------------------------------------------
Subsequent to the company's original earnings announcement on
Jan. 25, 2006, Lear was advised by a major customer of retroactive
pricing adjustments associated with a particular vehicle program
for shipments made prior to 2006.  Certain payments due to Lear in
2006 were withheld as a result of these pricing adjustments.  
The vehicle program involved in this matter is no longer in
production.

Lear disagrees with the proposed pricing adjustments and intends
to dispute and seek recovery of the amounts improperly withheld.  
Commercial discussions with the customer are ongoing and
management has adjusted previously announced financial results to
establish a reserve for this matter.

The adjustment decreased both fourth quarter and full year 2005
net sales by $6 million and increased both fourth quarter and full
year net loss by $6 million.  The impact on basic and diluted net
loss per share was $0.09 for both the fourth quarter and full
year.

A full-text copy of the revisions to Lear's 2005 financial results
is available at no charge at http://ResearchArchives.com/t/s?642

Headquartered in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's largest suppliers of  
automotive interior systems and components.  Lear provides
complete seat systems, electronic products and electrical
distribution systems and other interior products.  With annual net
sales of $17.1 billion, Lear ranks #127 among the Fortune 500.  
The company's world-class products are designed, engineered and
manufactured by a diverse team of 115,000 employees at 282
locations in 34 countries.  Lear's and Lear is traded on the New
York Stock Exchange under the symbol [LEA].

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Moody's Investors Service affirmed the long-term debt ratings of
Lear Corporation, Corporate Family and Senior Unsecured at Ba2,
and revised the company's rating outlook to negative from stable.
The action flows from lowered expectations and limited visibility
of North American production volumes from its two largest
customers, GM and Ford, beyond what was contemplated in the
existing rating as well as ongoing challenges to the company's
profitability and cash flows.

As reported in the Troubled Company Reporter on Jan. 10, 2006,
Fitch Ratings has downgraded Lear Corp.'s issuer default rating,
senior secured bank lines, and senior unsecured notes to 'BB+'
from 'BBB-'.  The Outlook remains Negative.


LEVI STRAUSS: Fitch Affirms $1.8 Billion Unsecured Notes' B Rating
------------------------------------------------------------------
Fitch affirmed the ratings on Levi Strauss & Co.:

   -- Issuer Default Rating (IDR) 'B-'
   -- $650 million asset-based loan 'BB-/RR1'
   -- $1.8 billion unsecured notes 'B/RR3'

Fitch also expects to rate Levi's new senior unsecured notes
'B/RR3'.  In addition, Fitch withdrew its 'BB-/RR1' ratings on
Levi's $500 million senior secured term loan.  The Rating Outlook
is Stable.

The rating actions follow Levi's announcement that it is repaying
its existing senior secured term loan with proceeds from:

   * a EUR100 million add-on to its existing 8.625% senior
     unsecured Euro notes due 2013; and

   * $350 million new senior unsecured notes due 2016 plus cash
     on hand.

This transaction extends Levi's debt maturity profile by
eliminating the 2009 maturity of the term loan and removes a
substantial piece of secured debt from the company's capital
structure.  Proforma debt as of Nov.27, 2005 and corresponding
adjusted leverage will remain unchanged.

The ratings reflect the strengthened credit metrics that have
resulted from Levi's initiatives to streamline and rationalize its
operations and stabilize its core product areas.  The ratings also
consider:

   * Levi's well-known brand name, and
   * geographic diversity;

offset by:

   * the company's heavy debt burden,

   * challenges in the US Dockers and European businesses, and

   * the highly competitive nature of the denim and casual bottoms
     market.

Fitch derives recovery values and recovery ratings (RR) from an
analysis and valuation of Levi's operations.  The 'RR1' recovery
rating assigned to Levi's secured asset-based loan reflects
Fitch's view that in a distressed scenario, the secured bank
facility would achieve full recovery.  Under the same distressed
scenario, Fitch determined that the recovery value for general
senior unsecured creditors would be good at 51-70%, and has
assigned a 'RR3' rating to this class of debt.  In the event of a
bankruptcy filing, Fitch estimates that the majority or 74% of
claims would be on a senior unsecured basis.


LEVI STRAUSS: Moody's Lifts Caa2 Sr. Unsecured Debt Rating to B3
----------------------------------------------------------------
Moody's Investors Service upgraded Levi Strauss & Co.'s:

   -- corporate family rating to B2 from Caa1,
   -- senior secured debt rating to B1 from B3, and
   -- senior unsecured debt rating to B3 from Caa2.  

The outlook is stable.

Moody's also assigned a rating of B3 to two proposed senior
unsecured debt issues announced.  Levi Strauss is planning to
issue a EUR100 million note due in 2013, which will be an add-on
to its existing Euro note, and a $350 million senior unsecured
note due in 2016.  

The proceeds will be used to repay a $489 million senior secured
term loan, prepayment premiums of approximately $17 million, and
approximately $12 million in transaction costs.  The new debt will
rank equally with the company's other senior unsecured debt as a
general obligation of Levi Strauss & Co., the parent company of
Levi's numerous global operating subsidiaries.  Following the
repayment of the senior secured term loan, the senior secured debt
rating will be withdrawn.

The ratings upgrades recognize:

   -- the significant progress the company has made in
      stabilizing its business, improving profitability and
      liquidity;

   -- the resolution of its long standing tax issues;

   -- the company's extended maturity profile and reduced
      interest expense following the refinancing; and

   -- Levi's significant geographic diversification, with
      approximately 43% of operating income coming from outside
      of North America.

The ratings continue to reflect the intense competitive
environment that Levi Strauss faces; the potential for volatility
in gross margin and working capital; the impact of currency
fluctuations on results; and the underperformance of the Dockers
brand.  Levi Strauss faces significant competition from VF Corp,
Calvin Klein, Polo Jeans, and Tommy Hilfiger, among others, in its
core markets.

The ratings also encompass Levi's challenge in translating
improved operating performance into sustained improvements to its
financial position.  Levi's stronger operating performance has not
fully translated into improved free cash flow thus far, as the
Signature rollout, tax payments, fluctuations in working capital
and various employment costs have added volatility to cash flows.

The stable ratings outlook reflects Moody's expectation that the
company should be able to generate meaningful operating cash flow,
net of working capital changes, and that recent improvements in
operating margins will be sustained at levels above 10%.  The
outlook also incorporates the possibility of a moderate amount of
volatility in gross margin and working capital as the company
proceeds with the rollout of its SAP system and the expectation
that sales may fall in the first half of 2006 as Federated and
Mervyn's shutter approximately 160 stores.

Moody's does not expect any movement on the ratings for the medium
term absent a transforming transaction, such as a major delevering
event on the upside or unexpected liquidity event on the downside.  
In the longer term, upward momentum could result from additional
improvements in profitability, increased consistency in free cash
flow generation leading to de-leveraging, or signs of a turnaround
in the Dockers brand.  

A ratings upgrade could occur if the company maintains its
operating margin at levels above 13%, increases retained cash flow
/debt to levels in excess of 14%, raises free cash flow/debt to at
least 8.5%, and EBIT/interest reaches 2.75x, for a sustained
period.  Downward rating pressure could result from significant
sales declines in any of the company's brands, a sustained decline
in operating margin below 10%, retained cash flow/debt below 5.0%,
or EBIT/interest expense falling to 2.0x or lower, for a sustained
period.

Levi Strauss & Co., headquartered in San Francisco, California, is
one of the world's largest branded designers, manufacturers and
marketers of apparel.  The company designs and distributes jeans
and jeans-related pants, casual and dress pants, shirts, jackets
and related accessories for men, women and children under the
Levi's(R), Dockers(R) and Levi Strauss Signature(TM) brands and
markets its products in more than 110 countries worldwide.
Revenues were approximately $4.1 billion for the fiscal year ended
Nov. 28, 2005.


LEVI STRAUSS: S&P Puts B- Rating on Proposed $470 Million Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
apparel marketer and distributor Levi Strauss & Co.'s proposed
$470 million senior notes due 2016 and euro-denominated 8.625%
senior notes due 2013.  Proceeds from the notes will be used to
repay the company's secured $500 million term loan.  These
ratings are subject to Standard & Poor's review of the final
documentation.  Upon completion of the above transaction, the
ratings on the term loan will be withdrawn.
     
At the same time, Standard & Poor's affirmed its ratings on the
San Francisco-based company, including the 'B-' long-term
corporate credit rating.  The outlook is stable.  Levi Strauss had
about $2.3 billion in debt outstanding at Nov. 27, 2005.
     
"The affirmation incorporates the company's improved operating
performance and enhanced liquidity profile, and our expectation
that these trends will continue," said Standard & Poor's credit
analyst Susan H. Ding.
     
Although Levi Strauss reported improvement in operating margins
and cash flows for the fiscal year ended Nov. 27, 2005, the
company announced it expected that revenues and operating earnings
for the first quarter, ended February 2006, will be lower as a
result of:

   * decreased demand in Europe;

   * the impact of foreign currency exchange rates; and

   * lower sales in the U.S. as retailers carry smaller
     inventories of Levi's apparel.
     
The ratings on Levi Strauss reflect its highly leveraged financial
profile and its participation in the intensely competitive denim
and casual pants market.  The ratings also incorporate the
inherent fashion risk in the apparel industry and company-specific
rating concerns, including management's ability to sustain the
company's positive operating momentum and revitalize core Levi's
and Dockers sales.  The ratings also incorporate the company's
improving operating performance and enhanced liquidity profile,
and our expectation that these trends will continue.
     
Although Levi Strauss is beginning to realize the benefits of its
restructuring efforts, the European business continues to be
problematic because of a persistent weak retail environment.  The
company's mass-channel Levi Strauss Signature line has provided
much-needed diversification of revenue and distribution channels.
Nevertheless, the Signature line requires significant working
capital investments, particularly additional inventory investment
to support the level of service and replenishment required to do
business with Wal-Mart Stores Inc.
     
Standard & Poor's has had long-standing concerns regarding the
company's inventory management systems and practices.  The
company's ability to maintain optimal inventories and high service
levels will continue to be a rating concern.  Standard & Poor's
expects that Levi Strauss will continue to invest in inventory and
to increase marketing spending to support all of its brands.
     
Levi Strauss' recent refinancing efforts have enhanced its
liquidity profile by extending maturities.  However, total debt
and leverage remain high.  They are not expected to improve
materially in the near term because the company's free cash flow
will be used to meet significant required cash outlays of about
$450 million for fiscal 2006, primarily for interest and pension
expense, and for income taxes.


LONGVIEW FIBRE: Rejects Purchase Proposal from Obsidian & Campbell
------------------------------------------------------------------
Longview Fibre Company (NYSE:LFB) confirmed that Obsidian Finance
Group, LLC and The Campbell Group LLC sought to engage the company
in discussions regarding their unsolicited, conditional proposal
to acquire the company.  Since first approached in December, the
Board of Directors carefully considered the proposal and concluded
that it was in the best interests of Longview and its shareholders
to complete the REIT conversion process rather than pursue
discussions with Obsidian and The Campbell Group.

The company's Board of Directors, with the assistance of the
company's financial and legal advisors, carefully considered
the proposal both on its merits and in light of the market,
interest-rate and transaction-completion risks associated with
delays in completing the company's refinancing and the other steps
necessary for the company to complete its conversion to a real
estate investment trust.

The proposal is conditional, subject to a due diligence
investigation and obtaining financing, as well as other
conditions.

The company and its Board of Directors have carefully studied the
REIT conversion and other alternatives for the past year.  The
Board of Directors is committed to maximizing shareholder value
and in that regard believes the REIT conversion and related
financings are integral components of the company's value creation
strategy.

Headquartered in Longview, Washington, Longview Fibre Company --
http://www.longviewfibre.com/-- is a diversified timberlands  
owner and manager, and a specialty paper and container
manufacturer.  Using sustainable forestry methods, the company
manages approximately 587,000 acres of softwood timberlands
predominantly located in western Washington and Oregon, primarily
for the sale of logs to the U.S. and Japanese markets.  Longview
Fibre's manufacturing facilities include a pulp-paper mill at
Longview, Washington; a network of converting plants; and a
sawmill in central Washington.  The company's products include:
logs; corrugated and solid-fiber containers; commodity and
specialty kraft paper; paperboard; and dimension and specialty
lumber.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 2, 2006,
Moody's Investors Service affirmed Longview Fibre Company's
corporate family rating at Ba3, senior secured debt at Ba2, and
senior subordinate debt at B2.  The rating agency also assigned a
rating of B1 to the REIT's proposed senior unsecured notes.  
Longview Fibre's rating outlook is stable.

According to Moody's, these ratings reflect Longview Fibre's
progress towards completing its conversion to a REIT, which was
first announced in July 2005, as well as the firm's intention
to continue pursuing its established business strategy of
operating in the timber, paper and paperboard, and converted
products segments.  The proceeds of the planned senior note
issuance, as well as common equity, will be utilized to pay the
cash portion of the earnings and profits distribution required
for REIT conversion, which is anticipated to range between $70 and
$75 million, as well as to tender for Longview Fibre's senior
subordinated notes due 2009.


LONGVIEW FIBRE: Postpones Common Stock and Senior Note Offerings
----------------------------------------------------------------
Longview Fibre Company (NYSE: LFB) postponed its proposed
offerings, which would consist of 10,000,000 shares of the
company's common stock and $150 million of senior unsecured notes
maturing in 2016, and that the related tender offer and consent
solicitation for its outstanding 10% senior subordinated notes due
2009 has been terminated.  These offerings and the related tender
offer and consent solicitation are part of the company's
refinancing in connection with its conversion to a real estate
investment trust.

In December 2005, the company received an unsolicited proposal
from Obsidian Finance Group, LLC and The Campbell Group, LLC.  The
proposal is conditional, subject to a due diligence investigation
and obtaining financing, as well as other conditions.  

Following receipt of the proposal, the company's financial
advisors, through discussions with Obsidian, The Campbell Group
and their financial advisor, sought to obtain information
regarding the viability of the transaction structure and the
source of Obsidian's equity capital, which was not provided.  

With the assistance of the company's financial and legal advisors,
the Board of Directors carefully considered the proposal and
determined that it was in the best interests of the company and
its shareholders to proceed with the REIT conversion process, and
not to pursue further discussions with Obsidian and The Campbell
Group.

The company will continue to monitor the situation so that it can
proceed with the offerings and the related tender offer and
consent solicitation if and when, in its judgment, it is
appropriate to do so.  The Board remains committed to the best
interests of the company's shareholders.

Headquartered in Longview, Washington, Longview Fibre Company --
http://www.longviewfibre.com/-- is a diversified timberlands  
owner and manager, and a specialty paper and container
manufacturer.  Using sustainable forestry methods, the company
manages approximately 587,000 acres of softwood timberlands
predominantly located in western Washington and Oregon, primarily
for the sale of logs to the U.S. and Japanese markets.  Longview
Fibre's manufacturing facilities include a pulp-paper mill at
Longview, Washington; a network of converting plants; and a
sawmill in central Washington.  The company's products include:
logs; corrugated and solid-fiber containers; commodity and
specialty kraft paper; paperboard; and dimension and specialty
lumber.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 02, 2006,
Moody's Investors Service affirmed Longview Fibre Company's
corporate family rating at Ba3, senior secured debt at Ba2, and
senior subordinate debt at B2.  The rating agency also assigned a
rating of B1 to the REIT's proposed senior unsecured notes.  
Longview Fibre's rating outlook is stable.

According to Moody's, these ratings reflect Longview Fibre's
progress towards completing its conversion to a REIT, which was
first announced in July 2005, as well as the firm's intention
to continue pursuing its established business strategy of
operating in the timber, paper and paperboard, and converted
products segments.  The proceeds of the planned senior note
issuance, as well as common equity, will be utilized to pay the
cash portion of the earnings and profits distribution required
for REIT conversion, which is anticipated to range between $70 and
$75 million, as well as to tender for Longview Fibre's senior
subordinated notes due 2009.


METROMEDIA INT'L: Provides Update on Fuqua Shareholder Litigation
-----------------------------------------------------------------
Metromedia International Group, Inc. (currently traded as: (PINK
SHEETS: MTRM) - Common Stock and (PINK SHEETS: MTRMP) - Preferred
Stock) reported that a settlement hearing in the In Re Fuqua
Industries action was held on March 6, 2006, in the Court of
Chancery of the State of Delaware.

At the Settlement Hearing, the Court approved the terms of the
settlement memorialized in the Stipulation and Agreement of
Compromise, Settlement and Release of Claims, dated Dec. 30, 2005,
and entered the Order and Final Judgment effectively ending this
legal action for the previously agreed upon $7 million settlement.  
Pursuant to the terms of the settlement, the Settlement Amount
will be released from escrow upon expiration of a 30-day appeal
period.  

Upon distribution from the escrow account, the Company will
receive approximately $4.6 million of the Settlement Amount with
the remaining $2.4 million distributed to the plaintiffs'
attorneys for fees and expenses incurred.  Since this action was
brought on behalf of the Company, the funds received by the
Company from the Settlement Amount will go directly to the Company
and not to individual stockholders.

Through its wholly owned subsidiaries, Metromedia International
Group, Inc. -- http://www.metromedia-group.com/-- owns interests  
in communications businesses in the country of Georgia. Since the
first quarter of 2003, the Company has focused its principal
attentions on the continued development of its core telephony
businesses, and has substantially completed a program of gradual
divestiture of its non-core cable television and radio broadcast
businesses.  The Company's core businesses includes Magticom,
Ltd., the leading mobile telephony operator in Tbilisi, Georgia,
and Telecom Georgia, a well-positioned Georgian long distance
telephony operator.

                          *     *     *

Moody's Investors Service has placed Metromedia's subordinated
debt rating at B3 and junior subordinated debt rating at B2.


MICRON TECH: Buying Lexar Media in Stock-for-Stock Merger
---------------------------------------------------------
Micron Technology, Inc. (NYSE: MU) entered into a definitive
agreement to acquire Lexar Media, Inc. (NASDAQ: LEXR) in a stock-
for-stock merger.  

Under terms of the agreement, each outstanding common share of
Lexar will receive 0.5625 shares of Micron stock.  Micron
anticipates issuing shares in exchange for 81.6 million Lexar
shares outstanding.  Additional Micron shares will be issued upon
the exercise of assumed stock options.

The acquisition will strengthen Micron's position in the NAND
flash business and enable the company to deliver innovative NAND
flash solutions from design, development and manufacturing to
marketing and sales of products to worldwide consumers and device
manufacturers.  The merger is designed to combine Micron's
technology and manufacturing leadership in NAND flash memory with
Lexar's leadership in NAND controller and system design
technology, brand recognition and retail channel strength to
create a vertically integrated entity fully focused on the NAND
business.

"With this acquisition, Micron will have a complete package of
NAND memory solutions for our customers," Steve Appleton, Micron
chairman, CEO and president said.  "Together with our NAND
designs, technology, manufacturing capability and distribution
channels, Micron is in a strong position to serve the flash
storage requirements of consumer electronics and enterprise
customers."

"Through this acquisition, we expect to better align Lexar's cost
structure with business conditions and increase our development
and go-to-market scale in order to compete more effectively," Eric
Stang, Lexar chairman, CEO and president said.  "By merging with
Micron, Lexar can achieve significant cost synergies and become
better positioned to satisfy customer needs and establish faster
growth, especially in new emerging mobile handset and solid-state
computing businesses.  We view this as an exciting opportunity for
our company and its shareholders."

The transaction is subject to regulatory review, Lexar stockholder
approval and other customary closing conditions.  Completion of
the merger is expected by the end of the third calendar quarter.
Upon closing, Lexar, as a continuing entity, will become a wholly
owned subsidiary of Micron, and Lexar's stock will cease trading
on the NASDAQ stock market.

                            About Lexar

Headquartered in Fremont, Calif., Lexar -- http://www.lexar.com/
-- is a leading marketer and manufacturer of NAND flash memory
products including memory cards, USB flash drives, card readers
and ATA controller technology for the digital photography,
consumer electronics, industrial and communications markets.

                     About Micron Technology

Micron Technology, Inc. -- http://www.micron.com/-- is one of the  
world's leading providers of advanced semiconductor solutions.
Through its worldwide operations, Micron manufactures and markets
DRAMs, NAND flash memory, CMOS image sensors, other semiconductor
components, and memory modules for use in leading-edge computing,
consumer, networking, and mobile products.

                            *   *   *

On Dec. 8, 2005, Moody's Investors Service revised its ratings
outlook on Micron Technology to stable (Corporate Family Rating at
Ba3).  As reported in the Troubled Company Reporter on Jan. 13,
2005, Moody's affirmed these ratings:

   * Senior Implied rating at Ba3

   * Issuer rating at Ba3

   * Senior unsecured shelf registration rated at (P) Ba3

   * Subordinated shelf registration rated at (P) B2

   * $632 million 2.5% convertible subordinated notes due February
     2010 at B2

   * $210 million 6.5%, junior subordinated notes due September
     2005 at B2

reflecting Micron Technology's improved operating results over the
last few quarters and expectations that, while perhaps less
robust, Micron should demonstrate good results over the next year.  
The ratings outlook, Moody's said, remains negative, driven by
continued concerns of its ability to sustain positive cash flow
from operations after meeting investment requirements.


MIRANT CORP: Court Defines Examiner's Post-Confirmation Duties
--------------------------------------------------------------
In light of the confirmation of Mirant Corporation and its
debtor-affiliates' Plan of Reorganization and the Debtors'
emergence from bankruptcy, Judge Michael D. Lynn of the U.S.
Bankruptcy Court for the Northern District of Texas modifies the
scope of duties of William K. Snyder, the Court-appointed examiner
in the Debtors' cases, to reflect that:

    (a) With respect to the Confirmed Debtors, the Examiner's role
        is restricted to the continuation and completion of the
        tasks and investigations outstanding as of the Effective
        Date of the Plan, including:

        * the mediation of all remaining claims, causes of
          action and other disputes among the Debtors, Potomac
          Electric Power Company and Southern Maryland Electric
          Cooperative;

        * the investigation of the claims trading activities of
          Debt Settlement Associates and Richard J. Feferman;

        * the prosecution of the pending adversary proceeding
          styled William K. Snyder and Mirant Corporation v.
          Richard J. Feferman and Debt Settlement Associates, LLC,
          Case No. 05-04236;

        * the evaluation of whether the $100,000 sanction
          imposed by the Court against a bonus pool available
          to certain of the Debtors' senior officers should be
          reallocated between the senior officers and the Debtors'
          outside professionals;

        * the Examiner's continued participation as a member of
          the Fee Review Committee; and

        * any other investigation or other task that the Court may
          direct the Examiner to undertake;

    (b) The Examiner will continue to perform his duties and
        exercise his powers and responsibilities with respect to
        the Excluded Debtors:

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

    (c) The Examiner will consult with the Debtors to determine
        whether any or all of the interim reports and other
        pleadings previously submitted by the Examiner under seal
        still contain confidential information.  To the extent
        that any reports or pleadings are no longer required to be
        sealed, the Examiner is authorized to file pleadings to
        seek an order unsealing those reports and pleadings; and

    (d) The Examiner, personally or through his professionals,
        will take custody of all printed or other transferable
        work product generated by, or at the direction of, the
        Valuation Implementation Committee in connection with
        their work to implement the rulings contained in the
        Court's letter ruling dated June 30, 2005.  The Court
        directs the Debtors and the VIC members to cooperate with
        the Examiner in collecting and turning over all work
        product.

The Court reduces the Examiner's quarterly rolling average
Budget to $250,000 per quarter for the period from and after
January 3, 2006.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 93 Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

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


MIRANT CORP: Examiner Taps Morris Nichols for Southern Co. Matters
------------------------------------------------------------------
Michael K. Snyder, the Chapter 11 Examiner appointed in Mirant
Corporation and its debtor-affiliates' cases, relates that shortly
after his appointment, he commenced an investigation into certain
issues pertaining to potential causes of action against The
Southern Company.  Certain of the issues centered on the question
of whether Delaware, Georgia or Texas law would apply, with the
outcome varying significantly depending on which state's law
proved applicable.

In July and August 2004, Mr. Snyder and his professionals
consulted briefly with Morris, Nichols, Arsht & Tunnell, a the
Delaware firm, regarding the probable impact of the application
of Delaware law on the causes of action.  As a result, Morris
Nichols incurred $13,752 in total fees and expenses.

Mr. Snyder notes that the firm did not perform additional
services for him after August 2004.

Owing to other pressing matters, Mr. Snyder tells the Court that
he failed to present the issue regarding Morris' engagement and
fees.

For this reason, Mr. Snyder asks Judge Lynn to designate Morris
Nichols as a "non-core professional" as that term is used in the
"Stipulation Regarding Payment of Expert Witnesses and Non-core
Professionals in the Ordinary Course of Business" dated
October 5, 2003.

Pursuant to the Stipulation, certain professionals employed by
the Debtors and the statutory committees were excused from the
requirements of Sections 327, 330, 331 and 1103 of the Bankruptcy
Code.  The Professionals are employed and compensated "in the
ordinary course of business, without further Court order."

The Stipulation, according to Mr. Snyder, describes Non-core
Professionals to include "engineers, environmental consultants,
experts, including testifying and non-testifying expert
witnesses, biological professionals, construction managers, and
other technical consultants."

Mr. Snyder believes that allowing Morris Nichols to be designated
as a "Non-core Professional" would eliminate the need for the
Debtors' estate to incur additional cost.

In the event the Court denies his request, Mr. Snyder asks the
Court to extend the deadline for the filing of final fee
applications to permit Morris Nichols to file the necessary
applications for employment and compensation.

Judge Lynn designates Morris Nichols as a Non-core Professional.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 93 Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

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


MIRANT CORP: Grants Stock Option to Eight Officers
--------------------------------------------------
The Compensation Committee of the Board of Directors of Mirant
Corporation approved grants of stock options and restricted stock
unit awards to eight executive officers pursuant to the Company's
2005 Omnibus Incentive Plan:

                                Number of     No. of Restricted
   Name                       Stock Options      Stock Units
   ----                       -------------   -----------------
   Edward R. Muller               405,844         81,169
   James V. Iaco                  121,753         24,351
   Robert M. Edgell               128,517         25,703
   S. Linn Williams               108,225         21,645
   William P. von Blasingame       37,202          7,440
   James R. Harris                 20,292          4,058
   Vance N. Booker                 23,674          4,735
   Thomas E. Legro                 27,056          5,411

Award amounts for Messrs. Muller, Iaco, Edgell, Williams, von
Blansingame and Legro are based on an economic value agreed to as
part of their employment agreement.  The Stock Options will be
given in four equal installments on July 3, 2006, January 3,
2007, January 3, 2008 and January 3, 2009, subject to certain
conditions specified in the award agreement.  The Restricted
Stock Units will be given in four equal installments during the
same dates, subject to certain conditions specified in the award
agreement.

Messrs. Harris's and Booker's stock options and RSUs will be
given in three equal installments every January 13 beginning 2007
through 2009.

Mirant Corporation Senior Vice President and Controller Thomas
Legro notes that the Options were granted at a purchase price of
$24.64, the closing selling price per share of the Company's
common stock on the New York Stock Exchange on the date preceding
the grant.  The Options will expire on January 13, 2016.

A full-text copy of the Stock Option Award Agreement is available
at the Securities and Exchange Commission:

               http://ResearchArchives.com/t/s?647

A full-text copy of the Restricted Stock Unit Agreement is
available at the Securities and Exchange Commission:

               http://ResearchArchives.com/t/s?648

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 93 Bankruptcy Creditors' Service, Inc., 215/945-7000)

                         *     *     *

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


MKP CBO: Credit Quality Decline Cues Moody's to Watch Ratings
-------------------------------------------------------------
Moody's Investors Service placed these notes issued by MKP CBO II,
Ltd., a structured finance collateralized debt obligation issuer,
on watch for possible downgrade:

   (1) The U.S. $61,250,000 Class A-2 Senior Secured Floating
       Rate Revolving Notes, Due 2036

       Prior Rating: Aaa
       Current Rating: Aaa (on watch for possible downgrade)

   (2) The U.S. $18,000,000 Class B Second Priority Floating Rate
       Term Notes, Due 2036

       Prior Rating: A3
       Current Rating: A3 (on watch for possible downgrade)

   (3) The U.S. $12,500,000 Class C-1 Third Priority Floating
       Rate Term Notes, Due 2036

       Prior Rating: Caa2
       Current Rating: Caa2 (on watch for possible downgrade)

   (4) The U.S. $12,500,000 Class C-2 Third Priority Fixed Rate
       Term Notes, Due 2036

       Prior Rating: Caa2
       Current Rating: Caa2 (on watch for possible downgrade)

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consisting primarily of
structured finance securities, as well as the occurrence of asset
defaults and par loss.


NRG ENERGY: Earns $64 Million of Net Income in Fourth Quarter
-------------------------------------------------------------
NRG Energy, Inc. (NYSE: NRG), reported net income of $64 million
for the fourth quarter compared to $19 million for the same period
in the prior year.  Net income for 2005 totaled $84 million versus
$186 million in 2004.

The quarter-on-quarter increase was driven primarily by higher
generation and more favorable market pricing in the Northeast
region, coupled with lower G&A (approximately $25 million) and
reduced interest and refinancing costs ($56 million).  Full-year
results for 2005 versus 2004 were favorably affected by higher
energy prices, increased generation from our New York City
assets, lower general and administrative costs, and reduced
interest and refinancing expenses.  Offsetting these improvements
was $119 million of net domestic MtM losses related to the
Company's open asset-backed hedges that are economically neutral
to the Company.  In addition, non-core asset divestitures and
other changes within the portfolio also accounted for a portion of
the decline.

"This was an eventful year for NRG, and we are a stronger and
better positioned company at all levels today-commercial,
operations, regulatory and financial-than at any time in our
past," said David Crane, NRG's President and Chief Executive
Officer.  "This year we built on the Company's strong foundation
to extend NRG's strategic and competitive advantages within the
industry.  We have continued to focus on commercial and
operational excellence-through such programs as FORNRG, strategic
hedging and risk management policies, disciplined acquisitions and
divestitures-while maintaining our commitment to prudent balance
sheet management and return of capital to stakeholders."

          MtM Impacts of Hedging and Trading Activities

In the fourth quarter of 2004 and over the course of 2005, the
Company entered into contracts to lock in forward prices for a
significant portion of its expected power generation, largely
related to our Northeast assets, for the balance of 2005 and
calendar year 2006.  These hedging activities are intended to
mitigate the risk of commodity price movements on revenues and
cost of energy sold.  While these transactions are predominately
economic hedges of the portfolio, a majority of NRG's current
forward sales portfolio are afforded hedge accounting treatment.   
The sharp rise in forward electricity prices, particularly during
the third quarter, led the Company to record $206 million in
year-to-date MtM losses through the third quarter associated with
our open economic hedged positions.  During the fourth quarter
2005, lower forward electricity prices led to a $87 million net
reduction in the Company's MtM loss at year end.  Additionally,
during the fourth quarter of 2005 we had $27 million in MtM gains
resulting from entering into various transactions not tied to
specific assets, but to support our overall portfolio.

                           Outlook

The Company reaffirmed its adjusted EBITDA guidance outlook for
2006-adjusted EBITDA of $1.6 billion-and is increasing its cash
flow from operations guidance by $140 million to nearly
$1.4 billion.  The improved outlook for cash flow from operations
reflects lower interest rates and the timing of cash interest
payments of our new debt facilities.  With respect to the
Company's adjusted EBITDA and cash flow from operations guidance,
our outlook, as always, is based on normal weather patterns going
forward.  As such, if the unusually moderate weather experienced
to date in 2006 should continue through the remainder of the
winter or if we experience an unusually moderate summer, this
would likely result in a declining 2006 outlook for adjusted
EBITDA and cash flow from operations.  Adjusted EBITDA and cash
flow from operations guidance excludes the net impact of the
pending West Coast Power and Rocky Road transactions.

NRG Energy, Inc., currently owns and operates a diverse portfolio
of power-generating facilities, primarily in the Northeast, South
Central and Western regions of the United States.  Its operations
include baseload, intermediate, peaking, and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia and Germany.

                         *     *     *

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

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Fitch Ratings has initiated rating coverage of NRG Energy, Inc. by
assigning a 'BB' rating to NRG's proposed $5.2 billion secured
credit facility, consisting of:

     * a $3.2 billion secured term loan B and $2 billion of
       revolving credit/synthetic letter of credit facilities,

     * a 'B' rating to NRG's proposed $3.6 billion issuance of
       senior unsecured notes, and

     * a 'CCC+' rating to NRG's proposed issuance of $500 million
       mandatory convertible preferred stock.

In addition, Fitch has assigned NRG a 'B' issuer default rating,
as well as recovery ratings for the proposed debt instruments.
The Rating Outlook is Stable.  The ratings have been initiated by
Fitch as a service to investors.

Recovery ratings by Fitch are:

   NRG Energy, Inc.

     -- $3.2 billion secured term loan 'RR1';
     -- $1 billion secured revolving credit line 'RR1';
     -- $1 billion secured synthetic letter of credit 'RR1';
     -- $3.2 billion senior unsecured notes 'RR4';
     -- $500 million mandatory convertible preferred stock 'RR6'

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

Standard & Poor's also assigned its:

    * 'BB-' rating and '1' recovery rating to NRG's $3.2 billion
      first lien term loan B and $2 billion revolving credit and
      LOC facilities,

    * 'B-' rating to NRG's $3.6 billion unsecured notes, and

    * 'CCC+' rating to NRG's $500 million mandatory convertible
      securities.

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

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

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


NRG ENERGY: Saves $39MM in 2005; Expects $59MM Savings This Year
----------------------------------------------------------------
NRG Energy, Inc. (NYSE: NRG), disclosed updates on its FORNRG
program, a comprehensive cost and margin improvement program,
consisting of a large number of asset, portfolio and headquarters-
specific targeted initiatives.  

In May 2005, NRG announced FORNRG.  The ultimate objective of this
program was to produce $100 million of recurring benefits by 2008.

As of Dec. 31, 2005, FORNRG achieved $39 million of related
savings, exceeding the Company's $30 million first year savings
target.  For 2006, NRG expects to achieve approximately
$59 million of recurring cumulative savings, principally through
improved performance at NRG's coal-fired plants.  The $59 million
target is up from the Company's prior estimate of $54 million,
reflecting the recurring benefit of our first year's success with
the cumulative goal being $105 million.

NRG's hedging and trading activities require credit collateral
support when prices change from the levels where trades were
executed.  Collateral supporting these activities at
December 31, 2005, totaled $530 million, of which $438 million
was in cash and $92 million was letters of credit.  Any
outstanding collateral is returned when the underlying trades
settle.  Cash collateral returned between year-end 2005 and
March 3, 2006, was $271 million.

NRG Energy, Inc., currently owns and operates a diverse portfolio
of power-generating facilities, primarily in the Northeast, South
Central and Western regions of the United States.  Its operations
include baseload, intermediate, peaking, and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia and Germany.

                         *     *     *

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

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Fitch Ratings has initiated rating coverage of NRG Energy, Inc. by
assigning a 'BB' rating to NRG's proposed $5.2 billion secured
credit facility, consisting of:

     * a $3.2 billion secured term loan B and $2 billion of
       revolving credit/synthetic letter of credit facilities,

     * a 'B' rating to NRG's proposed $3.6 billion issuance of
       senior unsecured notes, and

     * a 'CCC+' rating to NRG's proposed issuance of $500 million
       mandatory convertible preferred stock.

In addition, Fitch has assigned NRG a 'B' issuer default rating,
as well as recovery ratings for the proposed debt instruments.
The Rating Outlook is Stable.  The ratings have been initiated by
Fitch as a service to investors.

Recovery ratings by Fitch are:

   NRG Energy, Inc.

     -- $3.2 billion secured term loan 'RR1';
     -- $1 billion secured revolving credit line 'RR1';
     -- $1 billion secured synthetic letter of credit 'RR1';
     -- $3.2 billion senior unsecured notes 'RR4';
     -- $500 million mandatory convertible preferred stock 'RR6'

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

Standard & Poor's also assigned its:

    * 'BB-' rating and '1' recovery rating to NRG's $3.2 billion
      first lien term loan B and $2 billion revolving credit and
      LOC facilities,

    * 'B-' rating to NRG's $3.6 billion unsecured notes, and

    * 'CCC+' rating to NRG's $500 million mandatory convertible
      securities.

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

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

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


NUANCE COMM: Strong Market Position Prompts Moody's B1 Ratings
--------------------------------------------------------------
Moody's Investors Service assigned first time corporate family
rating of B1 to Nuance Communications, Inc., and B1 ratings to
Nuance's proposed senior secured term loan facility and senior
secured revolving credit facility.  Proceeds of $355 million from
the term loan along with cash on hand will be used to finance the
acquisition of Dictaphone Corporation.  The rating outlook is
stable.

These ratings were assigned:

   * Corporate family rating -- B1

   * $75 million senior secured revolving credit facility due
     2012 -- B1

   * $355 million senior secured term loan facility due
     2013 -- B1

The B1 corporate family rating reflects:

   (1) generally favorable macro environment for speech
       recognition software industry;

   (2) Nuance's strong market positions in respective product
       segments, in part due to its lead time in building up its
       speech technologies and number of languages supported --
       both of which are key competitive advantages;

   (3) reasonable leverage and coverage statistics, assuming the
       realization of acquisitions synergies;

   (4) the expectation that Nuance will be free cash flow
       positive going forward.

The rating also considers:

   (1) still modest scale of Nuance's business with pro forma
       revenue of $440 million post the Dictaphone acquisition;

   (2) Nuance's limited track record as a standalone company due
       to its rapid pace of acquisitions, possible risks related
       to integrations, and challenges associated with cost
       synergy realization;

   (3) the presence of competitors which are much bigger and
       better capitalized;

   (4) continued lack of reported GAAP profitability with
       negative net income for the past 3 years;

   (5) reliance on non-core imaging business for cash flow; and

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

Originally a Xerox spin-off as a document imaging company, Nuance
has transformed itself to its current focus of speech recognition
software business through a number of acquisitions since 2001.  It
has a limited track record as a standalone entity and has made
about 7 acquisitions over the past 2 years.  

Some of the companies acquired, including Dictaphone, had a
checkered past. The two major recent acquisitions are legacy
Nuance in September 2005 and the current Dictaphone acquisition,
which combined will contribute almost 50% of Nuance's pro forma
revenue of $440 million.  

The rapid pace of acquisitions naturally carries integration risks
and demands management resources, as Nuance integrates various
software engines from a technology standpoint, and in the case of
Dictaphone, distribution channels as well.

The general macro environment for speech recognition and dictation
software appears to be strong.  Nuance has apparently built up
lead time in its capabilities controlling a wide range of speech
technologies currently available and it also benefits from the
depth of its statistical sampling tools and the number of
languages its software supports.  

However, the competitive environment for the industry is complex
where Nuance competes with companies, which are much larger with
much more resources in select categories.  Nuance's pricing power
in key product categories also appears to be limited despite
significant market shares.

The pro forma EBITDA of $103 million assumes substantial
acquisition synergy of about $60 million of cost savings from the
current Dictaphone acquisition and legacy Nuance transaction that
closed in late 2005.  The realization of synergies will take time
as management continues its integration execution.  

Debt to EBITDA would be reasonable at 3.4x and EBITDA to interest
is relatively strong at 4x should the synergies be fully realized.  
Nuance should be able to generate free cash flow given its
relatively low capex requirements and low cash tax rate due to
legacy NOLs.

The B1 ratings on the term loan and revolving facility reflect the
fact that they comprise the entirety of Nuance's pro forma debt
capital structure.

The stable outlook reflects Moody's expectation that Nuance should
be able to grow its speech recognition business given the positive
macro environment for its products but the fact that it will take
some time for Nuance to integrate its various acquisitions made
recently.  Moody's expects that Nuance will be able to continue to
generate positive free cash flow.

The ratings could be positive influenced upon a combination of:

   -- evidence of successful integrations of its various
      acquisitions in the form of revenue growth, minimum
      restructuring charges, and free cash flow generation;

   -- full realization of acquisition synergy without hampering
      top line growth;

   -- de-leveraging.

Conversely, the ratings could be negatively influenced to the
extent that:

   -- issues vis-a-vis integrations emerge;

   -- inability to realize acquisitions synergy;

   -- deteriorating credit stats in part due to continued debt
      financed acquisitions.

Nuance Communications, Inc., formerly ScanSoft, Inc., is a leading
provider of speech and imaging solutions for business and
consumers around the world.  Its technologies, applications and
services seek to improve user experiences by changing the way
people access, share, manage and use information.


NUANCE COMMS: S&P Rates Proposed $430 Million Bank Facility at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit and bank loan rating and '3' recovery rating to
Burlington, Massachusetts-based Nuance Communications Inc.'s
proposed $430 million first-lien senior secured bank facility,
which will consist of:

   * a $75 million revolving credit facility (due 2012); and
   * a $355 million term loan B (due 2013).

The outlook is stable.
     
The first-lien senior secured bank loan is rated the same as the
corporate credit rating.  The recovery rating of '3' reflects
Standard & Poor's expectation of meaningful (50%-80%) recovery of
principal by lenders in the event of a payment default or
bankruptcy.  Proceeds from the proposed term loan will be used to
finance the acquisition of Dictaphone Corp. for a total of $357
million, and to pay related fees and expenses.
      
"The ratings reflect Nuance's acquisitive profile, the lack of a
track record of managing at anticipated revenue levels, and high
debt leverage," said Standard & Poor's credit analyst Martha Toll-
Reed.  

These factors partly are offset by:

   * a leading presence in the market for speech recognition
     products;

   * a significant level of recurring revenues; and

   * a diverse customer base.
     
Nuance is a global provider of speech recognition software and
imaging solutions, and related services.  The company is focused
primarily on enterprise customers within:

   * the financial services,
   * telecommunications,
   * automotive, and
   * health care sectors.

The company is the result of the September 2005 acquisition of
Nuance Communications Inc. by ScanSoft, Inc. (and subsequent name
change to Nuance Communications Inc.)  Pro forma for the proposed
Dictaphone acquisition, Nuance had revenues for the 12 months
ended Dec. 31, 2005, of almost $450 million, compared with
revenues for the 12 months ended Dec. 31, 2004, of almost $200
million.


PENNSYLVANIA REAL: Lowers Interest Rate under Credit Facility
-------------------------------------------------------------
Pennsylvania Real Estate Investment Trust (NYSE: PEI) amended its
credit facility dated Nov. 20, 2003, effective March 1, 2006.  The
interest rate under the credit facility, as amended, ranges from
0.95% to 1.40% per annum over LIBOR, depending on the Company's
leverage.  The previous interest rate on the facility ranged from
1.05% to 1.55% over LIBOR.

Pursuant to the amendment, the new capitalization rate applied in
the calculation of Gross Asset Value is 7.50%.  Previously the
capitalization rate was 8.25%.

The amendment also modified certain of the financial covenants of
the Company in the credit facility agreement.  The revised
covenants reduce the minimum interest coverage and total debt
ratios and allow for an increase in joint venture investments.

The term of the amended credit facility will now run until
Jan. 20, 2009, and the Company will have an option to extend the
term for an additional 14 months, under prescribed conditions.  
Previously, the credit facility terminated on Nov. 20, 2007, with
a 14 month extension option.

The amount available under the facility remains at $500 million,
of which $271 million is currently outstanding.  PREIT has the
option to increase the facility to $650 million under prescribed
conditions.  Based on the Company's current leverage ratio, the
applicable interest rate is 0.95% over LIBOR.  Previously, the
interest rate was 1.05% over LIBOR for the same leverage ratio.  
The applicable interest rate is subject to change depending on the
Company's leverage.

Wells Fargo Bank, N.A. is the sole lead arranger and
administrative agent under the facility.

Headquartered in Philadelphia, Pa., Pennsylvania Real Estate
Investment Trust -- http://www.preit.com/-- has a primary   
investment focus on retail shopping malls and power centers
(approximately 34.5 million square feet) located in the eastern
United States.  Founded in 1960 and one of the first equity REITs
in the U.S., PREIT's portfolio currently consists of 52 properties
in 13 states, including 39 shopping malls, 12 strip and power
centers and one office property.

                          *     *     *

On Feb. 26, 2004, Moody's Investors Service assigned a B1 rating
to Pennsylvania Real Estate Investment Trust's Cumulative
preferred stock.

On Oct. 14, 2005, Fitch Ratings assigned these ratings to
Pennsylvania Real Estate Investment Trust:

     * Senior Unsecured Debt -- BB
     * Preferred Stock -- B+


PERFORMANCE TRANSPORTATION: Can Hire Hodgson Russ as Co-Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized Performance Transportation Services, Inc., and its
debtor-affiliates to retain Hodgson Russ LLP as their co-
counsel.

As reported in the Troubled Company Reporter on Feb. 23, 2006,
Hodgson, together with Kirkland& Ellis LLP, will provide the
Debtors with general legal services as needed throughout the
course of their Chapter 11 cases.

Hodgson will:

   a. advise the Debtors of their rights, powers and duties as
      debtors and debtors-in-possession continuing to operate and
      manage their businesses and properties under Chapter 11;

   b. prepare, on the Debtors' behalf, necessary applications,
      motions, draft orders, other pleadings, notices, schedules
      and other documents, and review financial and other reports
      to be filed in the Debtors' Chapter 11 cases;

   c. advise the Debtors concerning, and prepare responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed and served in the Chapter 11
      cases;

   d. advise the Debtors with respect to, and assist in the
      negotiation and documentation of, financing agreements,
      debt and cash collateral orders and related transactions;

   e. review the nature and validity of any liens asserted
      against the Debtors' property and advise them concerning
      the enforceability of the liens;

   f. advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      their estates;

   g. counsel the Debtors in connection with formulation,
      negotiation and promulgation of a plan or plans of
      reorganization and related documents;

   h. advise and assist the Debtors in connection with any
      potential property dispositions;

   i. advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections and
      lease restructurings and recharacterizations;

   j. assist the Debtors in reviewing, estimating and resolving
      claims asserted against their estates;

   k. commence and conduct any litigation necessary or
      appropriate to assert rights held by the Debtors, protect
      assets of their Chapter 11 estates or otherwise further the
      goal of completing their successful reorganization;

   l. provide general corporate, litigation, regulatory and other
      non-bankruptcy services as requested by the Debtors; and

   m. appear in Court on behalf of the Debtors as needed; and

   n. perform any other necessary legal services in connection
      with the Debtors' Chapter 11 cases for or on behalf of the
      Debtors.

The current hourly rates of the Hodgson personnel that will
represent the Debtors are:

      Attorneys                        $130 to $595
      Paralegals                        $75 to $195
      Garry M. Graber, Esq.                    $325

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $10 million and $50
million and more than $100 million in debts.  (Performance
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PERFORMANCE TRANSPORTATION: Panel Taps Damon & Morey as Co-Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Performance
Transportation Services, Inc., and its debtor-affiliates asks the
U.S. Bankruptcy Court for the Western District of New York for
permission to retain Damon & Morey LLP as its co-counsel.   

The Creditors Committee selected Damon & Morey to act as its co-
counsel because of the firm's experience in representing debtors
and creditors in Chapter 11 cases.

The Committee also intends to retain Winston & Strawn LLP as its
lead bankruptcy counsel.  Legal work will be divided between Damon
& Morey and Winston & Strawn regarding various bankruptcy issues.

Damon & Morey will provide legal services as required as co-
counsel to represent the interests of creditors in the Debtors'
estate.  Damon & Morey will regularly appear before the Court.

Damon & Morey professionals that will primarily represent the
Committee and their hourly rates are:

      Professional          Position           Hourly Rate
      ------------          --------           -----------
      William F. Savino     Partner                $285
      Daniel F. Brown       Partner                $285
      Beth Ann Bivona       Partner                $245
      Thomas L. Kennedy     Associate              $155
      Melissa A. Brennan    Para-professional       $95

The firm may also assign additional attorneys or para-
professionals whose current hourly rates are:

      Professional                             Hourly Rate
      ------------                             -----------
      Senior Partners                              $285
      Junior Partners                              $245
      Special Counsel                              $265
      Senior Associates                            $195
      Junior Associates                            $155
      Para-professionals                            $95

Daniel F. Brown, Esq., a partner at Damon & Morey, asserts that
the firm has no connection with the Debtors, with any creditor or
with any other party-in-interest, and is a disinterested person,
within the meaning of Section 101(14) of the Bankruptcy Code.

As of the March 8, 20006, the firm held no retainer in the
Debtors' Chapter 11 cases, Mr. Brown says.

Damon & Morey is a full-service law firm currently maintaining
three offices in New York -- Rochester, Batavia and Buffalo.

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $10 million and $50
million and more than $100 million in debts.  (Performance
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PERFORMANCE TRANSPORTATION: Unions Want Creditors Committee Seats
-----------------------------------------------------------------
The Teamsters National Automobile Transporters Industry
Negotiating Committee, and Local Unions 25, 63, 104, 120, 215,
222, 294, 299, 312, 355, 377, 449, 490, 492, 560, 580, 651, 657,
710, 745, 957, 964, and 988, all affiliated with the International
Brotherhood of Teamsters, want to participate in the Official
Committee of Unsecured Creditors appointed in Performance
Transportation Services, Inc., and its debtor-affiliates'
bankruptcy case.  

The Teamsters note that Deirdre A. Martini, the United States
Trustee for Region 2, appointed a competitor of the Debtors,
a snow-removal contractor and a pension, health and welfare fund
to the Creditors Committee.

"The representation of the current committee is not adequate,"
Frederick Perillo, Esq., at Previant Goldberg Uelmen Gratz
Miller & Brueggeman, s.c., in Milwaukee, Wisconsin, contends.  

The Teamsters believe that the vast majority of the creditors in
the Debtors' Chapter 11 cases are union members and employees.  
However, Mr. Perillo points out, there is no union on the
Creditors Committee and no representative of employees.

The Teamsters are the exclusive representatives for collective
bargaining purposes of approximately 2,100 of the employees of the
Debtors in the United States and Canada.  The number constitutes
the vast majority of the Debtors' employees, Mr. Perillo says.

The Debtors and the Teamsters are parties to a single master
collective bargaining agreement setting forth the wages, hours and
working conditions of those employees, known as the National
Automobile Transporters Agreement.  The accrued but unpaid
benefits under the NMATA exceed $8,000,000.

"The claims of the Teamsters are the largest, non-contingent,
unsecured claims in [the Debtors' Chapter 11 cases]," Mr. Perillo
asserts.  "The sheer number of individual Teamster members is
also a significant percentage of the total number of unsecured
creditors in the case."

Hence, the Teamsters ask Judge Kaplan to direct the U.S. Trustee
to appoint them to the Creditors Committee.

While the Teamsters have not received a formal explanation why
they were not appointed, they believe that it has to do with their
participation on the Creditors Committee in the chapter 11 cases
of Allied Holdings, which is pending in the Bankruptcy Court of
the Northern District of Georgia, Newnan Division.

In the Allied Case, the Teamsters failed to provide the U.S.
Trustee an affidavit stating that no one who had been exposed to
information from the Allied Creditors Committee would speak to
anyone appointed by the Teamsters to serve in connection with the
Performance Creditors Committee.

The Teamsters offered to have a separate person serve as committee
representative, but for both practical and legal reasons, could
not comply with the demand for a "wall" to be built between the
union representatives in these cases.

The U.S. Trustee insisted that the affidavit must be provided
because of, among others, concerns that confidential information
might be transmitted to Allied, which is the Debtors' competitor,
for example, in the scenario that Allied might purchase
Performance Transportation Services, Inc.

The Teamsters however question why the U.S. Trustee appointed
United Road Services, Inc., a direct competitor of the Debtors'
operating companies, to the Committee, with no requirement that
the competitor create a "wall" within itself to prevent disclosure
of information.

Mr. Perillo asserts that the U.S. Trustee's concerns over
disclosure procedures are unfounded and inapplicable.  In any
event, the non-statutory criteria cannot be used to override the
expressed congressional plan for representative committees, he
adds.

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

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $10 million and $50
million and more than $100 million in debts.  (Performance
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PERSISTENCE CAPITAL: Court Okays Appointment of Chapter 11 Trustee
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted Bruinbilt, LLC's request for a chapter 11 trustee in
Persistence Capital, LLC's bankruptcy proceedings.

As reported in Troubled Company Reporter on Feb. 7, 2006,
Bruilbilt, through its counsel, Richard W. Brunette, Esq., at
Sheppard, Mullin, Richter & Hampton LLP, filed its second request
for the Court to appoint a chapter 11 trustee in the Debtor's
bankruptcy proceedings.  The Court had denied Bruinbilt's first
request on Dec. 15, 2005.

Bruilbilt said that its renewed request was based on newly
discovered facts to bolster its request for the appointment of a
chapter 11 trustee.  

Bruilbilt tells the Court that on Nov. 21, 2004, Mr. Coberly
engaged in self-dealing by signing a release agreement in which he
agreed to personally accept $1 million in exchange for a general
release of all of the Debtor's claims against Curtis D. Somoza, a
former managing director of the Debtor, and EZ/IIS, LLC.  That
release encompasses the Debtor's claim that Mr. Somoza diverted
$5 million for his personal use in 2004.

Bruibilt says Mr. Coberly's signing of a release of the Debtor's
claims against Mr. Somoza and EZ/IIS is a clear indication of the
need of a chapter 11 trustee to administer the Debtor's assets in
order to protect the interest of creditors and other parties.

Headquartered in Westlake Village, California, Persistence Capital
LLC, filed a voluntary chapter 11 petition on Sept. 13, 2005
(Bankr. C.D. Calif. Case No. 05-16450).  Lawrence R. Young, Esq.,
in Downey, California, represents the Debtor in its restructuring
proceedings.  When the Debtor filed for protection from its
creditors, it listed $85,000,000 in total assets and $28,602,241
in total debts.


PLATINUM SEAFOOD: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Platinum Seafood Services, Inc.
             4342 Pine Blossom Trail
             Houston, Texas 77056

Bankruptcy Case No.: 06-10081

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Tuan Van Tran                              06-10080

Type of Business: Platinum Seafood Services, Inc., sells
                  shrimps.  Tuan Van Tran owns the business.

Chapter 11 Petition Date: March 6, 2006

Court: Eastern District of Texas (Beaumont)

Judge: Bill Parker

Debtors' Counsel: Frank J. Maida, Esq.
                  Maida Law Firm
                  4320 Calder Avenue
                  Beaumont, Texas 77706
                  Tel: (409) 898-8200
                  Fax: (409) 898-8400

                                    Total Assets     Total Debts
                                    ------------     -----------
Tuan Van Tran                       $1,143,995       $4,624,462
Platinum Seafood Services, Inc.     $842,511         $3,524,932

A. Tuan Van Tran's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Metro Bank                    Personal Guarantee      $1,203,380
P.O. Box 4760                 Value of security:
Houston, TX 77210             $300,000

Metro Bank                    Personal Guarantee      $1,017,057
P.O. Box 4760                 Value of security:
Houston, TX 77210             $300,000

Metro Bank                    Security Agreement        $804,493
P.O. Box 4760                 Value of security:
Houston, TX 77210             $225,000

Business Loan Center, LLC     Security Agreement        $648,990
645 Madison Avenue            Value of security:
New York, NY 10022            $145,000

Business Loan Center, LLC     Security Agreement        $636,389
645 Madison Avenue            Value of security:
New York, NY 10022            $145,000

B. Platinum Seafood Services, Inc.'s 4 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Metro Bank                    Security Agreement      $1,203,380
P.O. Box 4760                 Value of security:
Houston, TX 77210             $300,000

Metro Bank                    Security Agreement      $1,017,057
P.O. Box 4760                 Value of security:
Houston, TX 77210             $300,000

Metro Bank                    Security Agreement        $804,493
P.O. Box 4760                 Value of security:
Houston, TX 77210             $225,000

Tuan Tran                     Loan                      $500,000
4342 Pine Blossom Trail
Houston, TX 77059


PLUM POINT: Reduced Term Loan Prompts Moody's to Affirm B1 Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed its B1 rating for the first
lien senior secured credit facilities to be issued by Plum Point
Energy Associates, LLC, following a change in its proposed capital
structure.

The B1 rating affirmation incorporates proposed changes in the
capital structure of Plum Point whereby the first lien senior
secured term loan will be reduced to approximately $450 million
from $590 million and Plum Point will issue approximately
$150 million to 250 million of a second lien term loan.  

To the extent the amount of second lien term loan issued is
greater than $150 million, Moody's anticipates there would be a
commensurate reduction of the first lien term loan facility.

The first lien synthetic letter of credit facility will be reduced
slightly to approximately $102 million and the first lien
revolving credit facility will be reduced to $50 million from
$65 million.  The amount of equity funds contributed will increase
by approximately $20 million.  

Interest on the second lien term loan will be paid in cash at a
margin currently equivalent to the margin on the first lien term
loan, but will also include a 200 basis point payment-in-kind
option.

Moody's notes that Plum Point is projected to incur interest
expense at significantly higher levels than those assumed in the
original base case projections reviewed by Moody's and that cash
flow metrics on a total debt basis, are projected to be weaker.
However, the affirmation also recognizes that there has been
improvement in the prospects for recovery for the first lien
lenders in a default scenario.

Proceeds of the first and second lien term loans and the synthetic
letter of credit facility along with approximately $225 million of
equity funds will be used to fund the costs associated with Plum
Point's approximate 63% ownership interest in a 665 MW coal-fired
electric generating facility that will be constructed in Osceola,
Arkansas.  The rating outlook remains stable.

Plum Point Energy Associates, LLC is a special purpose company
formed to own approximately 50-60% of a 665 MW coal-fired merchant
electric generating facility in Osceola, Arkansas. Headquartered
in East Brunswick, New Jersey, Plum Point is a wholly owned
subsidiary of LS Power Associates, L.P., a member of the LS Power
group.

PROCARE AUTOMOTIVE: Taps Thompson Hine as Bankruptcy Counsel
------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, asks the U.S.
Bankruptcy Court for the Northern District of Ohio Eastern
Division for permission to employ Thompson Hine, LLP, as its
bankruptcy counsel.

The Debtor selected Thompson Hine as counsel because of the firm's
extensive and diverse experience, knowledge and reputation in the
field of debtors' and creditors' rights, business reorganizations
under chapter 11 of the Bankruptcy Code, and in other areas of law
related to the within chapter 11 case.

Thompson Hine will:

      a) advise the Debtor of its rights, powers and duties as
         debtor-in-possession in the continued operation of its
         business;

      b) advise and assist the Debtor in the preparation of all
         necessary applications, motions, pleadings, reports and
         other legal papers required in connection with the
         administration of the chapter 11 estate;

      c) represent the Debtor in certain contested matters or
         adversary proceedings commenced by or against the
         Debtor;

      d) assist the Debtor in connection with the sale of
         substantially all of its assets;

      e) assist the Debtor in the preparation of a plan of
         reorganization, as appropriate; and

      f) perform other appropriate and necessary legal services  
         for the Debtor.

The hourly rate of Thompson Hine's professionals are:

         Professionals                     Hourly Rate
         ------------                      -----------
         Alan R. Lepene, Esq.                  $525
         Thomas Aldrich, Esq.                  $495
         Katherine Brandt, Esq.                $480
         Linn Harson, Esq.                     $275
         Jeremy M. Campana, Esq.               $220
         Sean A. Gordon, Esq.                  $220
         Jonathon Vinocur, Esq.                $200
         Renee L. Davis, Esq.                  $195
         Curtis L. Tuggle, Esq.                $185
         Other partners,                   $300 to $525
         Other associates                  $185 to $275
         Paralegals                        $150 to $165

Alan R. Lepene, Esq., at Thompson Hine, tells the Bankruptcy Court
that his firm received a total of $200,000 in retainer fees from
the Debtor from Feb. 16, 2006, to March 3, 2006.  The firm applied
the retainers to a portion of the work performed, in preparation
for the Debtor's bankruptcy filing.

Mr. Lepene assures the Court that Thompson Hine does not hold or
represent any interest materially adverse to the Debtor's estate
and that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Established in 1911, Thompson Hine --
http://www.thompsonhine.com/news/-- is among the largest business  
law firms in the United States.  For the last several years, the
firm has been named one of the Best Corporate Law Firms in America
(in an annual survey of 2,000 corporate directors conducted by
Corporate Board Member magazine).  With more than 370 lawyers,
Thompson Hine serves premier businesses worldwide.  The firm has
offices in Atlanta, Brussels, Cincinnati, Cleveland, Columbus,
Dayton, New York, and Washington, D.C.  Mr. Lepene can be reached
at:

           Alan R. Lepene, Esq.
           Thompson Hine LLP
           3900 Key Center
           127 Public Square
           Cleveland, Ohio 44114-1291
           Telephone 216.566.5500
           Fax 216.566.5800

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC --  http://www.procareauto.com/-- offers maintenance and  
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  The Debtor estimated its assets
and debts at $10 to $50 million when it filed for bankruptcy
protection.


PROFESSIONAL LIFE: Capital Decline Cues A.M. Best to Cut Ratings
----------------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to C+
(Marginal) from C++ (Marginal) of Professional Life & Casualty
Company (Professional Life) (Chicago, Illinois).  The rating
outlook is negative.

The rating action reflects Professional Life's:

    * significant decline in absolute capital and surplus levels,
    * the elevated level of risk in its investment portfolio,
    * its extremely low level of risk-adjusted capitalization, and
    * narrow market profile.

Capital and surplus levels declined in 2005 due to a large
increase in the level of non-admitted assets.  Below investment
grade bonds comprise over 30% of invested assets, while equities
comprise over 20% of invested assets.  Together, these high risk
assets comprise nearly five times Professional Life's overall
capital and surplus and have further deteriorated its risk-
adjusted capital position.

Professional Life's fixed annuity product offerings have no
surrender charges, making them vulnerable to discretionary
withdrawals.  The company offers extremely high crediting rates,
and this has facilitated historically strong retention levels on
the annuity block.  Professional Life's assets and liabilities are
significantly mismatched and could present it with a severe
liquidity crunch should a "run on the bank" scenario develop.
While operating earnings have been consistently favorable due to
strong investment income, net income levels have fluctuated due to
realized losses the last several years.

A.M. Best remains very concerned with Professional Life's high
risk investment strategy, as a downturn in the economy could
produce large credit losses in its bond portfolio, further eroding
capital and surplus and risk-adjusted capitalization levels.

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


QUICKSILVER RESOURCES: Moody's Puts B2 Rating on $300M Sr. Notes
----------------------------------------------------------------
Moody's assigned a B2 rating to Quicksilver Resources'
$300 million 10-year senior subordinated notes, Ba3 corporate
family rating, and SGL-3 liquidity rating.  The outlook is stable.  

All subsidiaries, except for Canadian subsidiaries holding 27% of
reserves and 29% of production, will guarantee the notes.  
Proceeds will repay roughly $72 million of second mortgage notes
and roughly $193 million of bank debt.  Moody's do not rate a $600
million borrowing base secured bank revolver, of which just over a
pro-forma $200 million would be outstanding.

Moody's Global Independent Exploration & Production Rating
Methodology quantitatively and qualitatively assess E&P issuers
the four core ratings driver factors of:

   -- oil and gas reserve and production scale, risk
      diversification, quality and mix, and reserve life;

   -- performance catalysts, including the relative capacity to
      reinvest capital for reserve and production replacement and
      growth at tolerable costs and repeatable sound cash returns
      on reinvested capital;

   -- reinvestment risk; and

   -- leverage on proven developed reserves, total reserves
      burdened by future development capital, and on cash flow.

Moody's Methodology metrics mapped modestly sized KWK to a Ba2
corporate family rating.  This was largely due to up-cycle price
coverage of total costs and metrics arising from its ability to
grow by organic efforts in longer-lived but extremely tight
unconventional natural gas-bearing formations, rather than by
acquisition or focusing on ever-less productive North American
conventional reservoir rock.  

KWK is notable in that it has organically developed 3 core
operating areas to commercial status and appears to have two of
those three areas poised for sustained multi-year growth.

However, the assigned Ba3 corporate family rating adjusts for
moderating natural gas prices; the sharp expected rise in debt;
the amount of leverage suitable for KWK's reserves, low production
rate, high operating leverage, and modest scale of cash flow; and
the still early phase of evaluation and production results at two
of its three core property holdings.  

A significant amount of KWK's scale and diversification comes from
its first year of material production from the complex and cost-,
price-, and well productivity-sensitive Barnett Shale central to
its aggressive 2006 growth plan.  Record up-cycle prices drove
much of the Methodology's indicated Ba2 profile but are moderating
to Ba3 metrics.  

Moody's expect another sharp rise in debt in 2006 due to a likely
more than $300 million shortfall in cash flow cover of heavy
capital spending, widened by moderating prices and drilling and
oilfield services cost inflation.

A production shortfall below KWK's aggressive 20% or more growth
plan for the Barnett Shale and Horseshoe Canyon properties would
widen the cash flow shortfall.  

Challenges to attaining KWK's high growth goals include:

   -- sustaining a much expanded drilling pace in the face of a
      tight costly market for drilling rigs, hydraulic
      fracturing, and completion services;

   -- the short duration of KWK's more consistent drilling and
      hydraulic fracturing results in the Barnett and the
      potential for new well productivity in both its young
      Horseshoe Canyon and Barnett plays to under-perform;

   -- the one-year vintage of most of its Barnett production and
      very steep first year decline of that production; and

   -- the need for KWK's key new Cowtown gas processing plant to
      function consistently to specifications.  

Added factors include that wet weather slows drilling activity at
KWK's Horseshoe Canyon coalbed methane play in Canada and that its
stable but mature and hard-to-grow Antrim Shale core drives 50% of
its production, requiring growth to come from plays where KEK and
the sector remain fairly early in the learning curve.

The SGL-3 liquidity rating reflects:

   -- strong cash flow coverage of sustaining capital spending
      but very weak coverage of the very large 2006 capital
      program;

   -- KWK's heavy reliance on its secured bank revolver to fund
      an expected $300 million or more cash flow shortfall after
      capital spending; satisfactory covenant coverage; and

   -- negligible alternative liquidity to cover note interest or
      principle from asset sales due to the banks' first secured
      position on virtually all KWK reserves.

   Ratings Factor One: Moody's E&P Methodology maps KWK's reserve
      scale to the Ba rating range but its production scale to
      the Caa range.  KWK's modest scale recently grew rapidly    
      with a three-year average annual reserve replacement rate
      of 346%, driven by commercial reserve bookings for the new
      Horseshoe Canyon and Barnett Shale plays.  A sound 77% of
      reserves are in the PD reserves category, placing PD
      reserves in the Ba range and 71% of reserves are operated
      by KWK.  KWK holds a durable production core in the Antrim
      shale and durable 15.4 year PD reserve life overall and
      good production replacement visibility.  KWK is into its
      third year of commercial exploitation of Horseshoe Canyon
      and holds several years of qualified drilling inventory.
      KWK's Barnett Shale properties, while still early in
      evaluation, are beginning a second year of commercial scale
      and with a large drilling inventory.

   Ratings Factors Two and Three: These factors assess the
      catalysts driving forward performance, including unit
      operating costs, margins and discretionary cash flow
      relative to sustaining and growth capital spending, capital
      reinvestment efficiency, and cash-on-cash returns
      efficiency.  KWK's comparatively high total unit full-cycle
      costs map to a single B rating but strong up-cycle prices
      have amply covered this cost structure to yield cash-on-
      cash returns mapping to a low Baa range.  At lower prices,
      KWK's comparatively high combined unit production, G&A, and
      interest expense would more quickly reduce cash-on-cash
      returns.  The ratings anticipate that historic high oil and
      gas prices will moderate in the next few years, beginning
      with the current sharp moderation in natural gas prices,
      and that upward momentum in operating and reserve
      replacement costs would continue to push costs higher and
      squeeze margins during the first year of falling prices.

      Total full-cycle costs of approximately $26/50/boe include
      unit production costs of somewhat over $10/boe, G&A expense
      of approximately $3.25/boe, including capitalized G&A, pro-
      forma unit interest expense of just under $4/boe, and 3-
      year average all-sources reserve replacement costs
      currently mapping to a low Baa3 rating.  The 2005 element
      of three-year average reserve replacement costs fell to the
      Ba range.  Moody's adds KWK's midstream and surface
      infrastructure costs to its reported FAS 69 outlays for
      reserve replacement in order to derive reserve replacement
      costs.  Those outlays are essential for organic development
      and production of KWK's properties.  Its three year average
      reserve replacement costs still totaled a fairly
      competitive $9.31/boe, rising on escalation of the one year
      figure to $10.78/boe in 2005.  However, and characteristic
      to those reserves, production costs are high at over
      $10/boe.

   Ratings Factor Four: KWK mapped to a low Baa for leverage on
      PD and on total reserves.  However, reflecting its lower
      margin production, lower rate of production, and therefore
      lower cash flow and net present value per BOE of reserves,
      KWK's suitable leverage per unit of reserves at a given
      rating is somewhat below average.  Reflecting its inherent
      low production rate on reserves, KWK carries a fairly high
      $27,000 of pro-forma debt per unit of daily production,
      reflected also in the fact that cash flow, minus sustaining
      capital spending, divided by pro-forma debt maps to a lower
      Ba rating.  Furthermore, KWK's relatively higher operating
      costs would amplify a reduction in debt coverage during
      softening prices.  A potential lump sum source of debt
      reduction could become KWK's $150 million of convertible
      debt which is currently in the money.

Year-end 2005 debt was $596 million, pro-forma total debt is
approximately $680 million, and debt may be in the $900 million
range by year-end 2006; current pro-forma leverage on PD reserves
is approximately $4.50/PD boe; and pro-forma debt plus development
capital spending is a fairly full $5.40/boe of total reserves.  

KWK's $566 million 2006 capital budget covers large front-end
costs for Barnett production infrastructure, exploration and
evaluation spending in the prospective Mannville Coal play in
Alberta, Canada and Barnett/Woodford Shale play in the Delaware
Basin of West Texas, and a major acceleration in 2006 drilling
activity in the Barnett and Horseshoe Canyon plays.

A doubling of Barnett drilling this year should continue
accelerating Barnett production.  KWK is running 6 rigs in the
Barnett now, up from 3 as of last October, and plans to add 2 rigs
by June and another 2 rigs by year-end 2006.  Regarding tight rig
availability, KWK states that it already has 8 of the expected 10
rigs under agreement.  Under reasonably expected 2006 price
scenarios, drilling activity and prospect economics are likely to
be supported by prices.

KWK commenced operations in the Antrim Shale of Michigan in 1991
while still a private firm.  It was the first to move into the
Horseshoe Canyon coalbed methane play in Alberta, Canada, and
arrived in the non-core portion of the Barnett Shale play of East
Texas in 2003.  Moody's expects flat to modest 2006 production
growth in the Antrim Shale, significant growth from Horseshoe
Canyon and, assuming the Cowtown natural gas processing plant
performs to specifications and the tight rig and oilfield services
market does not hinder its activity, potentially substantial
growth from the Barnett due to a near doubling of drilling
activity.  KWK's early stage potentially prospective activity
focuses on the Mannville Coals and the Barnett/Woodford shale play
in the Delaware Basin of West Texas.

Quicksilver Resources Inc. is headquartered in Fort Worth, Texas.


RAMP TRUST: Moody's Assigns Ba1 Rating to Class B-1 Certificates
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior notes
issued by RAMP 2006-NC2 Trust, and ratings ranging from Aa1 to Ba1
to the subordinate notes in the deal.

The securitization is backed by New Century Mortgage Corporation
and Home123 Corporation originated, adjustable-rate and fixed-
rate, subprime mortgage loans acquired by Residential Funding
Corporation.  

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, excess spread,
overcollateralization, and a yield maintenance agreement provided
by Deutsche Bank AG New York Branch.  Moody's expects collateral
losses to range from 4.75% to 5.25%.

HomeComings Financial Network Inc will subservice the loans, and
Residential Funding Corporation will act as master servicer.
Moody's has assigned HomeComings Financial Network Inc its
servicer quality rating as a primary servicer of subprime first-
lien loans and has assigned Residential Funding Corporation its
top servicer quality rating as master servicer

The complete rating actions are:

Issuer: RAMP Series 2006-NC2 Trust

         Mortgage Asset-Backed Pass-Through Certificates
                         Series 2006-NC2

                    * Class A-1, Assigned Aaa
                    * Class A-2, Assigned Aaa
                    * Class A-3, Assigned Aaa
                    * Class M-1, Assigned Aa1
                    * Class M-2, Assigned Aa2
                    * Class M-3, Assigned Aa3
                    * Class M-4, Assigned A1
                    * Class M-5, Assigned A2
                    * Class M-6, Assigned A3
                    * Class M-7, Assigned Baa1
                    * Class M-8, Assigned Baa2
                    * Class M-9, Assigned Baa3
                    * Class B-1, Assigned Ba1


RASC TRUST: Moody's Assigns Ba1 Rating to Class M-10 Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by RASC Series 2006-KS2 Trust, Home Equity
Mortgage Asset-Backed Pass-Through Certificates, Series 2006-KS2
and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by EFC Holdings Corporation,
HomeComings Financial Network, Inc., and Decision One Mortgage
Comp LLC originated adjustable-rate and fixed-rate subprime
mortgage loans acquired by Residential Asset Securities
Corporation.  

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization, excess spread and yield maintenance
agreement.  Moody's expects collateral losses to range from 5.10%
to 5.60%.

Primary servicing will be provided by HomeComings Financial
Network, Inc., and Residential Funding Corporation will act as
master servicer.  Moody's has assigned HomeComings its servicer
quality rating as primary servicer of subprime loans and RFC its
top servicer quality rating as master servicer.

The complete rating actions are:

   Issuer: RASC Series 2006-KS2 Trust

                 Home Equity Mortgage Asset-Backed
            Pass-Through Certificates, Series 2006-KS2

                    * Class A-1, Assigned Aaa
                    * Class A-2, Assigned Aaa
                    * Class A-3, Assigned Aaa
                    * Class A-4, Assigned Aaa
                    * Class M-1, Assigned Aa1
                    * Class M-2, Assigned Aa2
                    * Class M-3, Assigned Aa3
                    * Class M-4, Assigned A1
                    * Class M-5, Assigned A2
                    * Class M-6, Assigned A3
                    * Class M-7, Assigned Baa1
                    * Class M-8, Assigned Baa2
                    * Class M-9, Assigned Baa3
                    * Class M-10, Assigned Ba1


RCN CORP: Sells Mexican Units For $300 Million To Pay Debt
----------------------------------------------------------
RCN Corporation (NASDAQ: RCNI) reached an agreement to sell its
48.93% interests in Megacable, S.A. de C.V. and Megacable
Communicaciones de Mexico S.A. for net after-tax proceeds of
$300 million in cash.

Teleholding, S.A. de C.V., a Mexican entity comprised of the
current shareholders of Megacable and MCM, will purchase the
interests.  The boards of directors of both companies have
approved this transaction.

RCN will apply the proceeds from the sale to repay debt, as
required under its various debt agreements, resulting in nearly
$30 million of annualized interest savings.  On a pro forma basis
(as of Sept. 30, 2005), after these repayments, and after
adjusting for the previously announced acquisition of Consolidated
Edison Communications Holding Company, Inc., RCN's total debt
outstanding will be reduced to approximately $200 million, and net
debt will be reduced to approximately $80 million.

"The sale of our stake in Megacable and MCM represents an
important milestone for RCN," stated James F. Mooney, Chairman of
RCN's board of directors.  "By unlocking the value of these
assets, we can significantly reduce our debt and enhance our
financial and strategic flexibility."

Peter Aquino, President and Chief Executive Officer of RCN added,
"This win-win deal represents a timely opportunity to realize
strong asset value, and enables us to now focus all of our
attention on RCN's core business in the U.S.  We continue to
execute well on all facets of our strategic plan, including the
pursuit of selected acquisition and divestiture opportunities."

Mike Sicoli, Chief Financial Officer of RCN, stated, "We worked
closely with our Mexican partners to structure a transaction that
was tax efficient for RCN.  Taking into account the tax structure
and related indemnities that we received in the transaction, we
estimate the sale to be worth approximately $350 million to RCN on
a pre-tax basis.  This transaction serves as a catalyst for us to
realize an immediate and dramatic improvement in our credit
profile by significantly reducing our leverage and positioning us
to generate positive free cash flow in 2006, well ahead of
schedule."

The transaction is expected to close in March 2006.  The sale is
conditioned upon certain regulatory filings to be made by
Teleholding, but is not subject to the receipt of any regulatory
approvals or consents.

Deutsche Bank Securities, Inc. acted as financial advisors, and
Milbank, Tweed, Hadley & McCloy LLP acted as legal advisors to RCN
in connection with the transaction.

RCN will report fourth quarter and full-year 2005 results on
Wednesday, March 15, 2006 and will provide a 2006 financial
outlook at that time.

Headquartered in Princeton, New Jersey, RCN Corporation --
http://www.rcn.com-- is one of the largest facilities-based  
competitive providers of cable, high-speed internet and phone
services delivered over its own fiber-optic local network to
residential customers in the most densely populated markets in the
U.S.

The Company, along with its affiliates, filed for chapter 11
protection (Bankr. S.D.N.Y. Case No. 04-13638) on May 27, 2004.
The Debtors' confirmed chapter 11 Plan took effect on December 21,
2004.  Frederick D. Morris, Esq., and Jay M. Goffman, Esq., at
Skadden Arps Slate Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,486,782,000 in
assets and $1,820,323,000 in liabilities.

The Debtor consummated its plan of reorganization and formally
emerged from Chapter 11 protection.  The plan, confirmed on
Dec. 8, 2004, by Judge Robert Drain of the Bankruptcy Court in New
York, converted approximately $1.2 billion in unsecured
obligations into 100% of RCN's new equity, and eliminated
approximately $1.8 billion in preferred share obligations.


RCN CORP: Debt Reduction Plan Cues Moody's to Review B3 Ratings
---------------------------------------------------------------
Moody's Investors Service placed the B3 corporate family and B3
senior secured bank ratings of RCN Corporation on review for
upgrade following the RCN's announcement that it will apply
proceeds of approximately $300 million from the sale of its
ownership in Megacable, S.A. de C.V. and MCM Holding, S.A. de C.V.
to debt reduction.  The review, which could result in a more than
one notch upgrade, will focus on the improvement in credit metrics
as well as an evaluation of management's strategic and fiscal
plans.

The complete rating actions are:

   Issuer: RCN Corporation

   * B3 Corporate Family Rating, placed on review for upgrade

   * B3 rating on Secured Bank Facility, placed on review for
     upgrade

   * Stable outlook, changed to rating under review

Pro forma for the expected debt repayment, Moody's estimates RCN's
leverage will decline from just under 6 times debt-to-EBITDA to
the mid 2 times range.  

RCN will also benefit from annual cash interest savings of
approximately $30 million.  This substantial improvement in the
company's financial strength could lead to a multiple notch
upgrade from the current B3 corporate family rating.  Moody's will
also consider the likely timing and magnitude of a potential
transition to positive free cash flow.

RCN's approximately $490 million of debt consists of a
$325 million first lien term loan, approximately two-thirds of
RCN's total debt and currently rated B3 in line with the corporate
family rating; Moody's does not rate RCN's $125 million second
lien convertible notes or the approximately $40 million third lien
evergreen facility.  Following expected repayment of debt, Moody's
estimates the first lien will comprise approximately 35% of RCN's
total debt.

Moody's will also assess expectations for RCN's strategic
direction, including the integration of the previously announced
Consolidated Edison Communications Holding Company, Inc.
acquisition, the potential sale of underperforming assets, and
other restructuring initiatives.  Finally, Moody's will consider
the likelihood and impact of any change in fiscal policy.

RCN Corporation is a communications company marketing video, voice
and data services to residential households located in high-
density northeast, west coast and midwest markets, predominantly
in competition with leading incumbent service providers.


REDCITY SEARCH: December 31 Balance Sheet Upside Down by CDN$623K
-----------------------------------------------------------------
redCity Search Company Inc. reported its financial results for the
three months ended Dec. 31, 2005.

For the three months ended Dec. 31, 2005, redCity Search's net
loss decreased to CDN$689,616 from a CDN$705,047 net loss for the
three months ended Dec. 31, 2004.

For the three months ended Dec. 31, 2005, redCity Search's net
revenues increased to CDN$1,359,292 from net revenues of
CDN$257,668 for the same period in 2004.

The Company posted a CDN$462,972 gross profit for the three months
ended Dec. 31, 2005, from a CDN$136,056 gross profit for the same
period in 2004.

At Dec. 31, 2005, redCity Search's balance sheet showed
CDN$5,734,080 in total assets and CDN$6,357,377 in total
liabilities.

Headquartered in Toronto, Ontario, Canada, redCity Search Company
Inc. -- www.redcitysearch.com -- is a leader in local online
search technology.  The Company was established in 2003 and is
Toronto's first publicly listed local search engine technology
company (RDC-TSX Venture Exchange).  redCity's search websites
include www.redToronto.com and www.redMississauga.ca. The Company
also publishes The Red Pages, a print directory of the websites of
local Toronto businesses, which is distributed to approximately
400,000 households and businesses throughout Toronto.  The
websites and directory connect consumers to small- and medium-size
businesses across the two cities.

At Dec. 31, 2005, redCity Search's shareholders' equity deficit
decreased to CDN$623,297 from a deficit of CDN$2,170,004 at
Dec. 31, 2004.


RELIANCE NATIONAL: Court Adjourns Sec. 304 Injunction Hearing
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
adjourned Reliance National Insurance Company (Europe) Limited's
hearing on whether to grant a permanent injunction pursuant to
Section 105 and 304(b) of the Bankruptcy Code.

The hearing was previously scheduled last Feb. 27, 2006.  The
Court adjourned the hearing without setting a new date.

Headquartered in London, England, National Insurance Company
(Europe) Limited is a wholly owned subsidiary of Omni Whittington
Investments (Guernsey) Limited.  Whittington is an indirect,
wholly owned subsidiary of Omni Whittington Group B.V.  The Debtor
underwrote insurance business primarily in Europe.  The Debtor did
not write business directly in the U.S., however, it has more than
700 U.S. policyholders.  The Debtor provided insurance and
reinsurance to corporate entities and insurance companies.

Richard Paul Whatton, the Debtor's Foreign Representative, fileda
Section 304 Petition on Oct. 13, 2005 (Bankr. S.D.N.Y. Case No.
05-46232).  Kenneth P. Coleman, Esq., Stephen Doody, Esq., and
Kelle Gagne, Esq., at Allen & Overy LLP, represent Mr. Whatton.  
As of Dec. 31, 2004, the Debtor reported assets totaling
GBP184,015,000 and debts totaling GBP165,011,000.


ROMACORP INC: Court Confirms Amended Joint Plan of Reorganization
-----------------------------------------------------------------
The Honorable Barbara J. Houser of the U.S. Bankruptcy Court for
the Northern District of Texas confirmed the Amended Joint Plan of
Reorganization filed by Romacorp, Inc., and its debtor-affiliates.  
Judge Houser confirmed the Debtor's Plan on Mar. 8, 2005.

The Court determined that the Plan satisfies the 13 standards for
confirmation required under Section 1129(a) of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on Jan. 23, 2006, the
Court approved the adequacy of the Amended Disclosure Statement
explaining that Plan on Jan. 17, 2006.

                Treatment of Claims and Interests
                  Under the Amended Joint Plan

1) Priority non-tax claims will receive cash in an amount equal to
   the allowed amount of their claims on the Distribution Date.  

2) The GECFFC secured claims and the GECFFC guaranty claims will
   receive, at the option of the Reorganized Debtors either the
   treatment required under Section 1124(c) of the Bankruptcy Code
   for those claims or full payment in cash.

3) Allowed other secured claims will receive on the Distribution
   Date and at the option of the Reorganized Debtor, either:

   a) the collateral securing the claim;

   b) cash in an amount equal to the lesser of the allowed amount   
      of those claims with interest and other fees or the value of
      the collateral securing the claim;

   c) a cash payment to cure any pre-petition default,
      reinstatement of the underlying secured debt, reinstatement
      of all liens, and the Reorganized Debtors' promise to
      perform its obligations under the original credit agreement;

   d) the treatment required under Section 1124(2) of the
      Bankruptcy Code for those claims to be unimpaired or other
      treatment that the Reorganized Debtors and holder of the
      claim agree on.

4) Senior noteholder claims will receive their pro rata share of
   the Reorganized Restaurant Holdings Common Stock on the
   Distribution Date.

5) General unsecured claims, totaling approximately $3,166,201,
   will receive either:

   a) a pro rata share of the Reorganized Restaurant Holdings
      Common Stock along with the holders of the Senior
      Noteholder Claims, or

   b) cash equal to 20% of the claim and subject to a maximum
      payout of $1 million to all allowed general unsecured
      claims.

6) Intercompany claims will be reviewed by the Debtors and
   adjusted, continued or discharged as the Debtors deem
   appropriate.

7) Equity interests in Roma Restaurant Holdings, Inc. will be
   cancelled and voided in exchange for a payment of $200,000 to
   be shared pro rata among the holders of those interests.  The
   legal, equitable and contractual rights of the holders of
   equity interests in the Subsidiary Debtors will remain
   unaltered.

A full-text copy of the black-lined version of the Amended
Disclosure Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060120015503

Headquartered in Dallas, Texas, Romacorp, Inc., owns and operates
the Tony Roma chain of restaurants with 22 company-owned stores,
86 domestic franchise stores and 118 international franchise
stores.  The Debtor and seven of its affiliates filed for chapter
11 protection on November 6, 2005 (Bankr. N.D. Tex. Case No.
05-86818).  Peter S. Goodman, Esq., Jason S. Brookner, Esq.,
Monica S. Blacker, Esq., and Matthew D. Wilcox, Esq., at Andrews
Kurth LLP, represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
listed $20,769,000 in total assets and  $76,309,000 in total
debts.


ROTECH HEALTHCARE: Wants Bell-Messier's Objection Overruled
-----------------------------------------------------------
The U.S. Government consents to the Reorganized Rotech Debtors'
request to compel Sheila Bell-Messier to comply with the orders
issued by the U.S. Bankruptcy Court for the District of Delaware:

    (a) confirming the Rotech Debtors' Plan of Reorganization; and

    (b) fixing the deadline for filing claims against the Rotech
        Debtors to Aug. 29, 2000.

Matthew J. Troy, Esq., of the United States Department of
Justice, in Washington, D.C., relates that the U.S. Government
concurs with the Reorganized Rotech Debtors' position that the
prepetition claims asserted by Ms. Bell-Messier on behalf of the
U.S. Government were discharged by the Rotech Debtors' confirmed
Plan.

                      Bell-Messier Objects

"The Court should decline the invitation to re-open a closed case
solely in order to relitigate a discharge issue that has been
fully briefed, argued, ruled on by a U.S. Magistrate, and
submitted for ruling to the [the U.S. District Court for the
Eastern District of Texas]," Laurie Selber Silverstein, Esq., at
Potter Anderson Corroon, LLP, in Wilmington, Delaware, asserts.

Ms. Silverstein argues that the Reorganized Rotech Debtors'
attempt violates the "first-to-file" rule and principles of
judicial estoppel, and constitutes the most blatant form of forum
shopping.

According to Ms. Silverstein, the first-to-file rule rests on
principles of comity and sound judicial administration, with the
goal of avoiding:

    * the waste of duplication;

    * rulings that may trench upon the authority of sister courts;
      and

    * piecemeal resolution of issues that call for a uniform
      result.

Ms. Silverstein maintains that the Bankruptcy Court need not
consider the Reorganized Rotech Debtors' discharge argument
because under the first-to-file rule, Judge Folsom of the Texas
District Court is entitled to maintain the Texas Action and rule
on that defense.  The Delaware Bankruptcy Court, as the second-
filed court, should defer to the Texas District Court's prior
jurisdiction.  The Delaware Bankruptcy Court should also decline
to re-open the case because it would open the door to duplicative
litigation and the danger of conflicting rulings.

Similarly, Ms. Silverstein submits that the Court should deny the
Reorganized Rotech Debtors' request pursuant to the doctrine of
judicial estoppel.  Judicial estoppel is a common law doctrine
that "bars a litigant from asserting a position that is
inconsistent with one he or she previously took before a court or
agency."

Ms. Silverstein notes that in filing a request to dismiss Ms.
Bell-Messier's complaint in Texas District Court, the Reorganized
Rotech Debtors submitted themselves to the Texas District Court's
jurisdiction.  Implicit in the filing of the Request to Dismiss
and the Reorganized Rotech Debtors' failure to immediately seek
relief before the Delaware Bankruptcy Court is an agreement that
the Texas District Court was the appropriate forum for
interpretation of the Confirmation Order issued by the Delaware
Bankruptcy Court, the Rotech Debtors' Plan, and the Settlement
Agreement.

Only after entry of the Magistrate's Report did the Reorganized
Rotech Debtors change course, and suggest that the Texas District
Court and Judge Folsom is incapable of interpreting the Bankruptcy
Code and that the dischargeability should be decided instead by
the Delaware Bankruptcy Court.

Asking the Delaware Bankruptcy Court to employ injunctive relief
to bar the Texas District Court from approving the Magistrate's
Report merely because the Reorganized Rotech Debtors disagree with
the Report satisfies judicial estoppel's bad faith requirement.

For these reasons, Ms. Bell-Messier asks the Court to deny the
Reorganized Rotech Debtors' request.

                Reorganized Rotech Debtors Respond

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, points out that Reorganized Rotech Debtors
can reopen their bankruptcy cases and assert a violation of the
discharge injunction despite the pendency of the Texas Action
since there has been no final adjudication on the merits of the
Texas Action by Texas District Court.  The Delaware Bankruptcy
Court has proper jurisdiction to decide on the discharge and
injunction issue.

Mr. Brady further reminds Judge Walrath that the "claims at issue"
do not belong to Ms. Bell-Messier but are brought in the name of
the U.S. Government -- which has steadfastly maintained that the
Claims have been discharged pursuant to the Rotech Debtors' Plan
and Confirmation Order.

Mr. Brady notes that Ms. Bell-Messier's failure or refusal to file
a proof of claim or otherwise assert the prepetition claims in the
Rotech Debtors' bankruptcy cases was a violation of the injunction
provisions of the Bar Date Order, and consequently meant that Ms.
Bell-Messier's Claims were released independently of the Rotech
Debtors' Plan.

In addition, Mr. Brady notes that Ms. Bell-Messier does not have
an objection to the technical reopening of a bankruptcy case in
which she did not file a claim.  Nor does she have an objection to
the procedural step of holding a hearing.  Ms. Bell-Messier's
opposition is really directed to the substantive relief requested
that the Delaware Bankruptcy Court interpret its own Orders
relating to the discharge of Claims and the impact of the Bar
Date Order on the prepetition conduct referred to in the
Complaint.

Ms. Bell-Messier also does not try to argue the merits of the
Reorganized Rotech Debtors' position on the discharge, Mr. Brady
says.  Nor does she try to address the impact of the U.S.
Government's position on the issue, which was also set forth
before the Magistrate Judge in the Texas District Court.  Rather,
Mr. Brady notes, Ms. Bell-Messier focuses on the procedural
aspects, arguing principles which are not applicable like the
discretionary "first to file" rule or "judicial estoppel."

"Courts are loathe to invoke these principles when the party
asserting them has breached injunctions of the court (which it
seeks to avoid), and has sought interpretations of that court's
order from another court," Mr. Brady relates.

Accordingly, the Reorganized Rotech Debtors ask Judge Walrath to
overrule Ms. Bell-Messier's objection.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 102; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                            *   *   *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service downgraded Rotech Healthcare, Inc.'S
credit ratings:

   * $75 Million Revolving Credit Facility, due 2007 to Ba3
     from Ba2;

   * $42 million Senior Term Loan, due 2008 to Ba3 from Ba2;

   * $300 million face amount Senior Subordinated Notes, due 2012
     to B3 from B2; and

   * Corporate Family Rating to B2 from Ba3.

Moody's said the ratings outlook is stable at that time.


SAGE RANCH: Case Summary & 2 Largest Unsecured Creditors
--------------------------------------------------------
Lead Debtor: Sage Ranch Estates, Inc.
             1855 Highway 95A, Suite B
             P.O. Box 2040
             Fernley, Nevada 89408

Bankruptcy Case No.: 06-50111

Debtor affiliates filing separate Chapter 11 petitions:

      Entity                                  Case No.
      ------                                  --------
      Sage Management Company, Inc.           06-50104
      Truckee Resorts, Inc.                   06-50105
      JEC Development Co., LLC                06-50106
      Skyline Realty, Inc.                    06-50107
      Erika Annette Cutler                    06-50108
      Sage View Estates, LLC                  06-50112


Type of Business: Sage View Estates, L.L.C., owns and develops
                  Sage Valley Estates.  Sage Valley is a
                  residential community that encompasses 50
                  one-acre lots and 87 one-half acre lots.
                  Erika Annette Cutler, the president of these
                  companies, also filed for bankruptcy.
                  See http://www.sagevalley.net/

Chapter 11 Petition Date: March 9, 2006

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Sallie B. Armstrong, Esq.
                  Downey Brand LLP
                  427 West Plumb Lane
                  Reno, Nevada 89509
                  Tel: (775) 329-5900
                  Fax: (775) 785-5443

      Entity                  Estimated Assets   Estimated Debts
      ------                  ----------------   ---------------
      Sage Ranch              $10 Million to     $10 Million to
      Estates, Inc.           $50 Million        $50 Million

      Sage Management         $100,000 to        $10 Million to
      Company, Inc.           $500,000           $50 Million

      Truckee Resorts, Inc.   $100,000 to        $10 Million to
                              $500,000           $50 Million

      JEC Development         $1 Million to      $10 Million to
      Co., LLC                $10 Million        $50 Million

      Skyline Realty, Inc.    $500,000 to        $10 Million to
                              $1 Million         $50 Million

      Erika Annette Cutler    $1 Million to      $10 Million to
                              $10 Million        $50 Million

      Sage View               $1 Million to      $10 Million to
      Estates, LLC            $10 Million        $50 Million

Debtors' Consolidated list of 2 Largest Unsecured Creditors:

   Entity                      Nature of Claim     Claim Amount
   ------                      ---------------     ------------
Stanley J. Okula, Jr.          Restitution Order    $29,775,000
Assistant U.S. Attorney
U.S. Department of Justice
300 Quarropas Street
White Pines, NY 10601

Rich and Judy Cable            Loan                     $50,000
P.O. Box 2524
Fernley, NV 89408


SCOTT RUBIN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Scott Rubin Construction Company
        16211 North Scottsdale Road, #498
        Scottsdale, Arizona 85254

Bankruptcy Case No.: 06-00575

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      Lynsco Properties LLC                    06-00572
      Rubin Properties Inc.                    06-00573
      S&H Construction LLC                     06-00574
      Sculie Properties LLC                    06-00577
      SOHO Construction LLC                    06-00578
      SOHO Financing LLC                       06-00579
      SOHO Fitness LLC                         06-00580
      SOHO Offices LLC                         06-00581
      SOHO Warehouse LLC                       06-00582
      The SAR Building Group Inc.              06-00584
      Village Holding Company Ltd.             06-00585

Type of Business: The Debtors are home builders and
                  developers.  Scott Alan Rubin is
                  the president of all the Debtors.

Chapter 11 Petition Date: March 8, 2006

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtors' Counsel: D. Lamar Hawkins, Esq.
                  Hebert Schenk P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, Arizona 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

      Entity                  Estimated Assets   Estimated Debts
      ------                  ----------------   ---------------
      Scott Rubin             $1 Million to      $1 Million to
      Construction Company    $10 Million        $10 Million

      Rubin Properties Inc.   Less than          Less than
                              $50,000            $50,000

      S&H Construction LLC    Less than          Less than
                              $50,000            $50,000

      Sculie Properties LLC   $1 Million to      $1 Million to
                              $10 Million        $10 Million

      SOHO Construction LLC   $100,000 to        $100,000 to
                              $500,000           $500,000

      SOHO Financing LLC      $1 Million to      $50,000 to
                              $10 Million        $100,000

      SOHO Fitness LLC        $500,000 to        $100,000 to
                              $1 Million         $500,000

      SOHO Offices LLC        $500,000 to        $500,000 to
                              $1 Million         $1 Million

      SOHO Warehouse LLC      $500,000 to        $500,000 to
                              $1 Million         $1 Million

      The SAR Building        Less than          $100,000 to
      Group Inc.              $50,000            $500,000

      Village Holding         $1 Million to      $500,000 to
      Company Ltd.            $10 Million        $1 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


SHEFFIELD STEEL: Appears to Provoke a Labor Dispute with USW
------------------------------------------------------------
United Steelworkers at all three Sheffield Steel Corp locations
have, to date, agreed to continue to work under the terms of
expired agreements.  However, this situation may not continue for
long, as it appears that the company is determined to provoke a
labor dispute.

The Union has been willing to continue to work until a settlement
can be reached but its patience is wearing thin.  Kenny Parrick,
Local 2741 president at the Sand Springs, Oklahoma location of
Sheffield Steel stated, "The members of Local 2741 agreed to open
their contract in 2002 and grant the company concessionary relief
while the company was in bankruptcy.  Now, four years later, the
company is posting record profits and refuses to recognize our
most basic needs."

Levester Smith, Unit President of Local 9777-09 at Joliet,
Illinois added, "We helped the company get through bankruptcy and
worked for five years without a pay raise; now we expect the
company to be fair to us in return."

Although the Union would prefer to reach an agreement, Steelworker
members have overwhelmingly voted to go on strike if necessary.

The USW represents more than 850,000 workers in the U.S. and
Canada.  More than 100,000 are employed in the steel industry.

Headquartered in Sand Springs, Okla., Sheffield Steel Corporation
-- http://www.sheffieldsteel.com/-- is a regional mini-mill  
producer of hot rolled steel bar, concrete reinforcing bar, and
fabricated products.  Sheffield had sales of $297 million in the
fiscal year ended April 30, 2005.

Sheffield Steel Corporation's 11-3/8% Senior Secured Notes due
2011 carry Moody's Investors Service's B3 rating.


SHURGARD STORAGE: S&P Puts BB+ Pref. Stock Rating on Pos. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Shurgard
Storage Centers Inc. (Shurgard; 'BBB-') on CreditWatch with
positive implications.  The CreditWatch placements follow the
announcement of an agreement for the company to be acquired by
Public Storage Inc. (A-/Watch Neg/--).  The rating action affects
approximately $450 million in rated debt.
     
The roughly $5.0 billion acquisition will be structured as an all-
stock transaction, in which each share of Shurgard common stock
will be exchanged for 0.82 shares of Public Storage stock.  Based
on preannouncement closing stock prices, this implies a price of
$65.16, or a 39% premium to Shurgard's closing stock price prior
to Public Storage's initial unsolicited offer on Aug. 1, 2005.  In
addition, Public Storage will assume approximately $1.8 billion in
Shurgard debt and expects to redeem $136 million of outstanding
Shurgard preferred stock immediately upon closing.
     
The transaction is subject to shareholder approval.  Upon
completion of the transaction (which is expected to occur during
the second or third quarter of this year), Shurgard shareholders
will own approximately 23% of the combined company and will
appoint one board member.  The combined company will be the based
in Glendale, California, and increases the holdings of Public
Storage, already the largest operator of self-storage facilities,
by over 42% to roughly 2,100 locations.
     
The extent to which Shurgard's issue ratings are raised will
depend upon Public Storage's ultimate financing plan and the
organizational structure of the combined entity.  Standard &
Poor's expects to meet with Public Storage in the near term to
gain greater clarity on both these issues.
   
Ratings placed on creditwatch positive:
   
Shurgard Storage Centers Inc.

                             Rating

                     To                 From
                     --                 ----
   Corporate credit  BBB-/Watch Pos/--  BBB-/Developing/--
   Unsecured debt    BBB-/Watch Pos     BBB-
   Preferred stock   BB+/Watch Pos      BB+


SOLAR INVESTMENT: Poor Credit Quality Cues Moody's to Cut Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded its ratings of these classes
of notes issued by Solar Investment Grade CBO II, Limited, a
collateralized bond obligation issuance:

   * $7,000,000 Class III-A Mezzanine Secured Floating Rate Notes
     Due 2013

     Prior Rating: Baa3, on watch for possible downgrade
     Current Rating: B1

   * $20,000,000 Class III-B Mezzanine Secured Fixed Rate Notes
     due 2013

     Prior Rating: Baa3, on watch for possible downgrade
     Current Rating: B1

The rating actions reflect the deterioration in the credit quality
of the transaction's underlying collateral portfolio.


ST. MATTHEWS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: St. Matthews Mortuary, L.L.C.
        fka St. Matthews Mortuary, LTD
        5610 East Sam Houston Parkway North
        Houston, Texas 77015

Bankruptcy Case No.: 06-30924

Type of Business: The Debtor operates a mortuary located
                  in Houston, Texas.

Chapter 11 Petition Date: March 6, 2006

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Jeffrey P. Norman, Esq.
                  Gipson & Norman
                  17214 Mercury Drive
                  Houston, Texas 77058
                  Tel: (281) 488-6656
                  Fax: (281) 488-8006

Total Assets: $1,114,000

Total Debts:    $942,000

Debtor's 3 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Batesbille Casket Company     Goods purchased            $20,000
6750 West Loop South,
Suite 120
Bellaire, TX 77401

Esser Manufacturing Company   Goods purchased            $20,000
2810 Capital Street
Houston, TX 77003

Funeral Funding of Michigan   Services                   $13,000
4615 Southwest Freeway,
Suite 630
Houston, TX 77027


SUB SURFACE: Accumulated Deficit Tops $12.24 Million at Dec. 31
---------------------------------------------------------------
Sub Surface Waste Management of Delaware, Inc., disclosed its
financial results for the quarter ended Dec. 31, 2005, to the
Securities and Exchange Commission on Feb 21, 2006.

For the three months ended Dec. 31, 2005, the company reported a
$504,718 net loss on $62,306 of net revenues, compared to a
$421,983 net loss on $64,081 of net revenues as of Sept. 30, 2005.

During the three months ended Dec. 31, 2005, the Company raised
$65,000, with no placement fees from issuance of 1,150,000 shares
of restricted and unrestricted common stock, including the sale
of 150,000 shares of unrestricted common stock to Fusion Capital
Fund II, LLC.

The Company had an accumulated deficit of $12,246,793 as of
Dec. 31, 2005, compared to $11,742,075 deficit at Sept. 30, 2005.

A full-text copy of Sub Surface's financial statements for the
quarter ended Dec. 31, 2005, is available for free at
http://researcharchives.com/t/s?64c

                        Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about Sub Surface's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
years ended Sept. 30, 2004 and 2003.  The auditing firm pointed to
the Company's recurring losses from operations and is experiencing
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

Sub Surface Waste Management of Delaware, Inc. was formed under
the laws of the State of Utah in January, 1986 and re-domiciled to
the state of Delaware in February, 2001.  The Company designs,
installs and operates proprietary soil and groundwater remediation
systems.

At Dec. 31, 2005, U.S. Microbics, Inc., and subsidiaries control
approximately 85% of the outstanding voting stock of the Company.


SYNAGRO TECH: Amends Financial Ratio Under $305MM Credit Agreement
------------------------------------------------------------------
Synagro Technologies, Inc. (NASDAQ:SYGR)(ArcaEx:SYGR) entered into
an agreement with its lenders to amend the financial ratio
requirements included in the Company's $305 million Senior Secured
Credit Agreement.  

The amendment, among other things, increases the maximum amount of
debt permitted under the Company's leverage ratio from 4.5x
earnings before interest, taxes, depreciation, and amortization,
as defined, to 4.9x EBITDA at the end of fiscal 2006.  The
amendment also decreases the minimum amount of cash interest
coverage from 3.5x EBITDA to 2.75x EBITDA at the end of fiscal
2006.  These financial ratio requirements for fiscal 2007 and 2008
were also modified.

"Over the past several years we have made substantial progress
expanding our facilities business with the opening of the Pinellas
County, Florida and the Sacramento, California municipal dryer
facilities," Robert C. Boucher, Jr., Synagro's Chief Executive
Officer, stated.  

"During 2005, we substantially completed construction on the
Honolulu, Hawaii municipal dryer facility, the Central Valley,
California compost facility, and the Providence Soil, Rhode Island
municipal dewatering facilities.  All three of these facilities
are expected to commence operations in the first quarter of 2006
and expected to generate approximately $9 million of annual
operating revenue."  

"We did experience delays in obtaining final approvals to commence
construction activity on the Kern, California composting facility
and the Woonsocket, Rhode Island municipal incinerator expansion
during most of 2005.  These facilities are now under construction
and currently expected to be completed near the end of 2006, and
are expected to generate approximately $14 million of annual
operating revenue."  

"The covenant levels included in our credit agreement did not
contemplate the delays in construction or the higher utilities
costs that we have been experiencing in 2005 and 2006.  We
appreciate the support that our lenders have placed in our
business by agreeing to new covenant levels that provide a
reasonable amount of cushion for the delays that we have
experienced with new facility construction activity as well as the
higher utility costs.  These new levels will also provide cushion
for future dividend payments."

Headquartered in Houston, Texas, Synagro Technologies, Inc. --
http://www.synagro.com/-- offers a broad range of water and
wastewater residuals management services focusing on the
beneficial reuse of organic, nonhazardous residuals resulting from
the wastewater treatment process, including drying and
pelletization, composting, product marketing, incineration,
alkaline stabilization, land application, collection and
transportation, regulatory compliance, dewatering, and facility
cleanout services.

The company's $180 million term loan due 2012, $30 million delayed
draw term loan due 2012, and $95 million revolving credit facility
due 2010, all carry Standard & Poor's BB- rating.  Those ratings
were assigned on Jan. 31, 2005.


TELOGY INC: Court Gives Nod to Dovebid Inc. as Auctioneer
---------------------------------------------------------
Telogy, Inc., and e-Cycle, L.L.C., sought and obtained authority
from the U.S. Bankruptcy Court for the Northern District of
California to employ Dovebid, Inc., as their auctioneer.

The Debtors remind the Court that on Jan. 18, 2006, the Court
approved for the future auction sales of their general-purpose
test equipment assets.

The Debtors say that DoveBid will be their auctioneer with respect
to the sale of the test equipment assets.

John Carroll, Senior Vice President of Global Sales of DoveBid,
tells the Court that the Firm will collect a 13.5% buyer's premium
from purchasers when assets are sold.  

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

The Firm can be reached at:

         DoveBid, Inc.
         Attention: John Carroll
         1241 East Hillsdale Boulevard
         Foster City, California 94404
         Tel: (650) 377-2621
         Fax: (650) 678-3299

Headquartered in Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, leases electronic test   
equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc., and its
debtor-affiliate, e-Cycle, LLC, filed for chapter 11 protection on
Nov. 29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of more than $100 million.


TIER TECHNOLOGIES: Amends Credit Facility to Address Default
------------------------------------------------------------
Tier Technologies, Inc. (Nasdaq:TIERE) executed an amendment to
its existing bank credit facility effective March 6, 2006.

The expected restatement, the delayed availability of Tier
Technologies, Inc.'s financial statements for the fiscal year
ended Sept. 30, 2005, and the anticipated loss for the quarter
ended Sept. 30, 2005, constituted events of default under the
revolving credit agreement between the Company and its lender,
City National Bank.  In addition, the Company incurred similar
events of default for the quarter ended Dec. 31, 2005.

To address these events of default, the Company and its wholly
owned subsidiaries, Official Payments Corporation and EPOS
Corporation, entered into an Amended and Restated Credit and
Security Agreement with CNB on March 6, 2006.  The Agreement,
which amends and restates the original agreement signed by the
Company and CNB on Jan. 29, 2003, made a number of significant
changes including:

     * the termination a $15 million revolving credit facility,  
     * the reduction of financial reporting covenants, and
     * the elimination of financial ratio covenants.

The March 6, 2006 agreement provides that Tier may obtain up to
$15 million of letters of credit and also grants CNB a perfected
security interest in Cash Collateral in an amount equal to all
issued and to be issued Letters of Credit.  Currently, Tier is in
compliance with all the terms and conditions of the amended
Agreement.

As of March 6, 2006, the Company has approximately $1.9 million
outstanding letters of credit under the Agreement, which are fully
collateralized by first priority liens and security interests in
our assets.  The Company primarily uses the credit to secure
performance bonds and to meet leased facility requirements.

Tier Technologies, Inc. -- http://www.tier.com/-- is a leading
provider of transaction processing and packaged software and
systems integration services for public sector clients.  The
company combines its understanding of enterprise-wide systems with
domain knowledge enabling clients to rapidly channel emerging
technologies into their operations.  The company focuses on
sectors that are driven by forces that make demand for its
services less discretionary and are likely to provide the company
with recurring long-term revenue streams.

                          *     *     *

                        Technical Default

The restatements and the delayed availability of the company's
financial statements for the fiscal year ended Sept. 30, 2005 may
result in a technical default under the revolving credit agreement
between the company and its lender.  At Sept. 30, 2005, the
company had outstanding letters of credit under this facility
totaling $1.3 million.  The company will communicate with the
lender to seek a waiver of the defaults, but there can be no
assurance that the lender will grant a waiver.


USG CORP: Court Okays Amended Berkshire Equity Commitment Accord
----------------------------------------------------------------
USG Corporation and Berkshire Hathaway, Inc., entered into an
amendment to the Equity Commitment Agreement on February 23,
2006, to decrease the commitment fee from $100,000,000 to
$67,000,000, and the commitment extension fee from $20,000,000 to
$6,700,000.

As reported in the Troubled Company Reporter on Feb. 9, 2006, the
Debtors entered into an equity commitment agreement, dated January
30, 2006, with Berkshire Hathaway, the company's largest
stockholder, in connection with the anticipated rights offering.

The Debtors expects to raise $1,800,000,000 through a rights
offering in connection with a plan of reorganization to finance a
portion of settlement payments to the asbestos personal injury
trust, as well as avoid disputes as to the proper valuation of the
shares.

Under the Equity Commitment Agreement, Berkshire Hathaway will
serve as "Standby Purchaser" for all or substantially all of the
shares of USG stock not purchased in the rights offering by USG's
then-existing shareholders.

A full-text copy of the Debtors' Amended Equity Commitment
Agreement is available at no charge at
http://ResearchArchives.com/t/s?643

The U.S. Bankruptcy Court for the District of Delaware approves
the transactions contemplated by the Amended Equity Commitment
Agreement in all respects.

The backstop agreement would assure that the Debtors would receive
$1.8 billion in equity proceeds to fund a portion of their
asbestos personal injury claim settlement underlying the
reorganization plan.  Berkshire Hathaway will receive a
$67 million non-refundable fee for its backstop commitment.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 105; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Some Asbestos Estimation Proceedings Stayed Indefinitely
------------------------------------------------------------------
The Honorable Joy Flowers Conti rules that USG Corporation and its
debtor-affiliates' personal injury estimation proceedings are
stayed indefinitely for all parties other than the Official
Committee of Property Damage Claimants.

Judge Conti also freezes all discovery efforts, including
subpoenas or other discovery directed to third parties.  If those
proceedings must resume at a later date, the District Court will
enter an appropriate order at that time.

Discovery associated with the Debtors' Claimant Questionnaire is
also stayed and no response is currently required of any claimant
who received the Questionnaire.

The PD Committee may take discovery relevant to the estimation of
PI claims against the Debtors or their Voting Rights Motion,
except that the PD Committee may not seek to compel responses to
the Questionnaire.

Should the PD Committee elect to serve discovery at this time,
the parties may file objections and pleadings as permitted under
the Federal Rules of Civil Procedure.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 104; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VARIG S.A.: New York Court Clarifies Scope of Injunction
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the Preliminary Injunction through and including
March 21, 2006, and the Court will convene a hearing on March 17,
2006, at 10:00 a.m., to consider further continuation of the
injunction.

As reported in the Troubled Company Reporter on Nov. 29, 2005,
Central Air Leasing Limited, Wells Fargo Bank Northeast, N.A.,
Ansett Worldwide Aviation, U.S.A and its affiliated or related
corporations, and the Boeing Company asked for the removal of the
preliminary injunction to give the Foreign Debtors time to close
the sale of Varig Logistica S.A.

Judge Drain clarifies that the scope of the injunction will:

   a. not exceed the scope of the order of the Brazilian Court
      approving the Foreign Debtors' Judicial Recovery Plan or
      any injunction or other order issued by or as applied by,
      the Brazilian Court or any subsequent order modifying,
      superseding or supplementing the orders; and

   b. be automatically reduced to the extent of any reduction or
      modification by the Brazilian Court of any order in the
      Foreign Proceeding.

In the event that the Foreign Debtors are required to implement
the contingency plan that was ratified by the Brazilian Court,
Judge Drain rules that:

   a. to the extent that aircraft or engines are property of a
      lessor, the aircraft and engines will be repatriated to the
      lessor and the Foreign Debtors will cooperate with the
      repatriation by providing updated records of the location
      of aircraft parts and records and assisting with the
      delisting and recertification of the aircraft; and

   b. the Foreign Debtors will recognize that any claim arising
      from the lessors' right to the return of reassembled
      aircraft or engines and any other claim arising from the
      lessors' rights under the contingency plan will be treated
      in the Foreign Debtors' judicial restructuring plan as a
      postpetition claim under the New Bankruptcy and
      Restructuring Law of Brazil with priority of payment
      over prepetition claims.

Parties-in-interest have until March 14, 2006, to file any
objections to the continuation of the Preliminary Injunction.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Creditors Approve Recovery Plan Details
---------------------------------------------------
Creditors of Viacao Aerea Rio-Grandense approved by a majority
vote detailed provisions for the implementation of the company's
recovery plan.

About 95.8% of the airline's creditors approved changes to the
plan, Gazeta Mercantil (Brazil) reports.

Changes in the plan include having one fund manager -- originally
three -- for the Investments and Participation Fund that controls
VARIG.  The manager will be chosen at a March 13, 2006 assembly
of creditors, Gazeta Mercantil relates.  Mellon Bank is being
considered a candidate.

A consultant will also be brought in to help administer the
company.  Candidates named include Galeazzi, Integra and Alvares
e Marsal, Gazeta Mercantil says.

In addition, a management committee will be established to lead
the company and define the new VARIG administrators when the FIP
Controle funding reaches BRL$750 million, according to Gazeta
Mercantil, citing Antonio Luis de Mello e Souza, partner-director
of SM Asset Management, VARIG's restructuring advisor.

The equity interest of Ruben Berta Foundation in VARIG will be
reduced to 5% under the Plan.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VESTA INSURANCE: Likely High Losses Cue A.M. Best to Cut Ratings
----------------------------------------------------------------
A.M. Best Co. downgraded the financial strength rating to C++
(Marginal) from B (Fair) and has assigned issuer credit ratings of
"b" to Vesta Insurance Group and its property/casualty affiliates.

Concurrently, A.M. Best has downgraded the ICR to "cc" from "b" of
Vesta's parent, Vesta Insurance Group, Inc. [Other OTC: VTA.PK].

Additionally, A.M. Best has downgraded the senior debt ratings to
"cc" from "b" of the parent company's $100 million 8.75% senior
unsecured debentures, due 2025 and to "c" from "ccc+" of Vesta
Capital Trust I's $100 million 8.525% deferrable capital
securities, due 2027.  All ratings are under review with negative
implications.  All companies are located in Birmingham, Alabama.

These rating actions reflect Vesta's continued deterioration in
risk-adjusted capitalization through year-end 2005 due to higher
than anticipated losses associated with hurricanes in 2005,
combined with other reductions of statutory surplus, including
changes in accounting estimates due to an adverse arbitration
decision, changes in estimates of reinsurance recoverables and
reserve strengthening in discontinued operations.

Vesta has recently appointed a new chief executive officer and a
new chief financial officer, and new management is actively
working with third parties to structure a solution to the capital
shortfalls. Although Vesta has previously executed capital
enhancement plans, there is execution risk associated with new
management's capital initiatives.  

Previous capital initiatives included the sale of its non-standard
automobile operation through an initial public offering; its
subsequent sale to private equity funds and the sale of its life
operations to private equity funds.  However, the hurricane losses
experienced in 2005 largely offset the surplus enhancements
realized through those transactions and Vesta's current capital
position is inadequate relative to its current rating level.

In addition, uncertainty exists with the holding company's
financial position, pending the filing of its outstanding 2004
annual statement filing and various 2005 quarterly statement
filings.  The ratings were previously placed under review
primarily due to a deterioration of Vesta's risk-adjusted
capitalization due to losses associated with hurricanes in 2004
and uncertainty regarding the execution of management's capital
enhancement plans.

The ratings will remain under review pending filing of the 2004
and subsequent parent company financials as well as A.M. Best's
meeting with management regarding ongoing strategic and capital-
raising initiatives.

The FSR has been downgraded to C++ (Marginal) from B (Fair) and
ICRs of "b" have been assigned to Vesta Insurance Group and its
following property/casualty affiliates:

    -- Vesta Fire Insurance Corporation
    -- Florida Select Insurance Company
    -- The Hawaiian Insurance & Guaranty Company, Limited
    -- Shelby Casualty Insurance Company
    -- The Shelby Insurance Company
    -- Texas Select Lloyds Insurance Company
    -- Vesta Insurance Corporation

The ICR has been downgraded to "cc" from "b" for Vesta Insurance
Group, Inc.

The following debt ratings have been downgraded:

Vesta Insurance Group

    -- to "cc" from "b" on $100 million 8.75% senior unsecured
       debentures, due 2025

Vesta Capital Trust I

    -- to "c" from "ccc+" on $100 million 8.525% deferrable
       capital securities, due 2027

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


WOLVERINE TUBE: Posts $38.6 Million Net Loss in Fiscal Year 2005
----------------------------------------------------------------
Wolverine Tube, Inc., reported its financial results for the
fourth quarter and fiscal year ended Dec. 31, 2005.

For the three months ended Dec. 31, 2005, Wolverine Tube's net
loss increased to $19,300,000 from a $1,500,000 net loss for the
same period in 2004.  For the 12-months ended Dec. 31, 2005, the
Company incurred a  $38,600,000 net loss from a $644,000 net
income for the 12-month period ended Dec. 31, 2004.  

For the fiscal 12 months ended Dec. 31, 2005, Wolverine Tube's net
revenues increased to $873,500,000 from net revenues of
$797,900,000 for the year ended Dec. 31, 2004.  The Company's
gross profit for the fiscal year ended Dec. 31, 2005, decreased to
$21,600,000 from a $63,700,000 gross profit for the year ended
Dec. 31, 2004.

At Dec. 31, 2005, Wolverine Tube's balance sheet showed
$567,352,000 in total assets and $404,050,000 in total
liabilities.

A full-text copy of Wolverine Tube's Feb. 23 press release
outlining 2005 financial results is available for free at
http://ResearchArchives.com/t/s?640

Headquartered in Huntsville, Alabama, Wolverine Tube, Inc. --
http://www.wlv.com/-- is a leading North American manufacturer  
and distributor of copper and copper alloy products, including
copper and copper alloy tube, fabricated products, metal joining
products as well as copper and copper alloy rods and bars.

                          *     *     *

As reported in the Troubled Company Reporter Sept. 29, 2005,
Moody's Investors Service affirmed Wolverine Tube, Inc.'s B3
corporate family rating.  Moody's also lowered Wolverine's
guaranteed senior unsecured notes to Caa1 from B3 reflecting the
company's increased usage of its recently expanded senior secured
credit facilities (which augments risks associated with
contractual subordination).

As reported in the Troubled Company Reporter on Aug. 15, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Huntsville, Alaska-based Wolverine Tube Inc. to 'B-'
from 'B'.  The outlook is negative.  In addition, Standard &
Poor's lowered the ratings on the $236 million of senior unsecured
notes to 'CCC+' from 'B'.


WORLD HEALTH: Taps Administar Services as Claims & Noticing Agent
-----------------------------------------------------------------
World Health Alternatives, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to employ Administar Services Group as its claims, noticing, and
balloting agent.

Administar Services will:

   a) mail notices, pleadings and other documents to some of
      the Estates' creditors and other parties-in-interest;

   b) provide computerized claims objection, schedule preparation
      and balloting database services; and

   c) provide expertise and consultation and assistance in claim
      and ballot processing and with the dissemination of other
      administrative information related to the Debtors' Chapter
      11 cases.

The Debtors anticipate thousands of claimants and parties-in-
interest whom they will be required to serve notices, pleadings,
and other documents filed in their Chapter 11 cases, hence,
they need ASG's services to assist the Office of the Clerk of the
Bankruptcy Court.

The Debtors believe that ASG's assistance will expedite the
distribution of notices, streamline the claims administration
process, and permit the Debtors to focus on their reorganization
efforts.

Jeffrey L. Pirrung, Vice President at Administar Services, states
that the firm's professionals bill:

     Designation                       Hourly Rate
     -----------                       -----------
     Presidents, Principals & VP           $245
     Sr. Consultants & Programmers         $175
     Consultants and Programmers           $135
     Call Center Managers                   $91
     Admin. & Clerical Personnel            $56
     Call Center Attendants                 $45

Mr. Pirrung discloses that Administar Services received a $10,000
prepetition retainer.

Based in Jacksonville, Florida, Administar Services Group --  
http://www.administar.net/-- provides bankruptcy claims  
management and class action settlement administration.

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier    
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).  
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


WORLD HEALTH: Wants to Continue Prepetition Insurance Programs
--------------------------------------------------------------
World Health Alternatives, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for authority
to maintain and to continue paying these insurance programs:

   1. Everest Insurance -- a medical professional liability
      insurance program which include self-insured retentions
      that require the Debtors to pay directly to the claimants
      all claim amounts up to the Debtors' retention amount
      of $100,000 for each claim.  If the claim amount to be
      paid is in excess of the self-insured retention amount,
      the Debtors pay the self-insured amount of $100,000 plus
      20% co-insurance of the claim in excess of the $100,000
      self-insured amount; and

   2. Third-Party Administrator for Medical Professional
      Liability claims -- the Debtors are required to employ
      a third-party administrator, Western Litigation      
      Specialists, to administer professional liability claims
      brought against the independent contractor physicians
      placed by JC Nationwide Inc.  The TPA performs general
      administration and claims adjustment services for the
      Debtors, including, but not limited to, administration,
      investigation, and settlement negotiations.  The TPA
      administers claims for both current and prior policy
      periods.  There are currently approximately 20 active
      professional liability suit files.

The Debtors also ask the Court to authorize applicable banks and
other financial institutions to receive, process and pay any and
all checks and other transfers related to the claims.

The TPA is paid $50,000 per year in installments for claims-
handling services.  In addition, pursuant to the current medical
professional liability insurance policy with Everest and an escrow
agreement with the TPA, the Debtors are required to deposit
$1,060,000 into an escrow account.  

The TPA uses the funds in the Escrow Account to pay monthly
expenses that the Debtors would otherwise be required to pay under
the Medical Policy.  Of the funds deposited in the Escrow Account,
$560,000 is used to cover claims made under the Everest Medical
Policy, while the remaining $500,000 is used to cover emergency
medicine claims made pursuant to prior policies.  The Escrow
Account was fully funded by the payment due in February 2006.

With respect to other insurance policies, the Debtors state that
there are certain deductible amounts in the policy language for
each claim.  Claims for losses and expenses are paid by the
Insurance Carriers directly to claimants, attorneys, investigators
and health care providers, as incurred.  

Headquartered in Pittsburgh, Pennsylvania, World Health
Alternatives, Inc. -- http://www.whstaff.com/-- is a premier    
human resource firm offering specialized healthcare personnel for
staffing and consulting needs in the healthcare industry.  The
company and six of its affiliates filed for chapter 11 protection
on Feb. 20, 2006 (Bankr. D. Del. Case Nos. 06-10162 to 06-10168).  
Stephen M. Miller, Esq., at Morris, James, Hitchens & Williams
LLP, represents the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


W.R. GRACE: Releases Status Report on Progress of Chapter 11 Case
-----------------------------------------------------------------
W.R. Grace & Co. delivered a status report on the progress of its
Chapter 11 case to the U.S. Bankruptcy Court for the District of
Delaware.

Specifically, the Debtors' Status Report:

   (a) recounts in detail a chronology of the recent efforts to
       reach agreement on a plan, which efforts were not fully
       disclosed to the Bankruptcy Court in December 2005;

   (b) updates that account with a description of what has
       happened since December;

   (c) describes the steps that Grace has taken to specifically
       address concerns expressed by the Bankruptcy Court
       regarding the progress of negotiations and Grace's
       currently proposed plan of reorganization; and

   (d) reviews what can be done by the Court to assure further
       progress.

Grace appreciates both the substantial efforts undertaken by the
Bankruptcy Court to date and the fact that progress toward
resolution of its case has sometimes been less than clear, James
E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C., in Wilmington, Delaware, says.

Overwhelmingly, that progress turns on addressing the difficult
substantive issues that are central to determining the true scope
of Grace's legal liability, Mr. O'Neill tells Judge Fitzgerald.  
Sometimes, describing case developments fully to the Bankruptcy
Court has been a problem for all parties.

The Debtors want to reiterate at the outset, however, that the
most persistent obstacle is neither a lack of communication, nor
any unwillingness of the Debtors to bring the case to conclusion.
Rather, resolving substantive issues remains key.  Excepting one,
these issues are well known to the Bankruptcy Court:

   (1) The difficulty of distinguishing valid personal injury
       claims from the mass of "screening claims,"  which have
       been decried by all objective observers, ranging from the
       scientific community, to the Supreme Court, to legislators
       and, more recently, to certain federal courts.

   (2) The wholesale creation of a new round of property damage
       litigation comprising reams of "new" claims; a formidable
       undertaking made in the Debtors' case and elsewhere by
       Dan Speights.

   (3) The less mature effort to hypothesize the existence of
       Zonolite Attic Insulation claims that are speculative in
       dimension and lacking in scientific and legal merit.

Mr. O'Neill relates that probably less well known to the Court
are the additional issues posed by the United States government's
decision to prosecute criminal environmental claims against
Grace.  These claims do not comprise a whole new area of civil
liability, but the dimensions of the criminal case remain
uncertain and its outcome unknown, adding to the uncertainty
surrounding Grace's overall liability.

Nonetheless, Mr. O'Neill says, uncertainty concerning Grace's
liabilities does not spell insolvency, albeit the claimants would
have the Court prejudge that to be so.  Beyond the substantive
issues posed in the Debtors' case, there are external factors as
well that have produced delay.

          Negotiations Prior to December 2005 Hearing

In connection with the extension of the Debtors' Exclusive
Periods in December 2005, the Bankruptcy Court received briefs
from the personal injury and property damage claimants and David
Austern, the futures representative for asbestos claimants, all
asserting that Grace had done nothing to advance settlement
negotiations.

Mr. O'Neill denies the allegation, explaining that while the
ensuing briefing concerning the Debtors' plan of reorganization
focused on legal issues, Grace devoted much thought and analysis
to basic economic terms when it put the Plan together.  Grace
specifically intended to use the Plan as a vehicle for a real,
dollar-oriented negotiation, so that it can build on principal-
to-principal discussions that had occurred earlier in the
Debtors' case.  Mr. O'Neill says that the whole idea was to re-
start "real negotiations."

Judging that resolution of the whole case should be given
priority over partial resolution, Grace decided to hold off on
negotiating directly with the PI claimants, leaving the field
clear for discussions between Martin W. Dies, III, Esq., at Dies
& Hile L.L.P., and Russell Budd, Esq., at Baron & Budd, PC, among
the key personal injury attorneys in the Debtors' case.

As of the December 2005 hearing, Grace had heard promising
reports on the dialogue between the two attorneys.  Grace did
not, however, know the terms of the deal currently under
discussion.  Relying on its relationship with Mr. Dies, Grace was
content to await his report to the Court.  As events unfolded,
that report was very brief and did nothing to dispel the dark
cloud cast over Grace's diligence by the previously submitted
briefs.

                    Post-December 2005 Hearing

Following the December hearing, Grace has sought to move
negotiations forward on two fronts.

Specifically, Grace encouraged the continuation of discussions
between Messrs. Dies and Budd, and asked to learn the terms being
negotiated, so as to avoid misunderstandings in the event that an
agreement is reached.

Grace has learned that the dialogue between Messrs. Dies and Budd
has not progressed, apparently because counsel for the personal
injury claimants have been fully occupied with the USG Corp.
negotiations.  Grace takes those representations at face value
and does not suggest that the resulting delay is unreasonable.
Grace still has received no response to its request for
information concerning the Dies and Budd negotiation.

In addition, in line with the Courts' prior reminder to Grace
that it was responsible for taking the initiative on plan
negotiations, Grace has sought to reactivate direct discussions
with the PI representatives.

Mr. O'Neill notes that Grace is prepared to proceed with either
of the settlement tracks.

                 Grace's Work on Plan Amendment

Mr. O'Neill informs Judge Fitzgerald that Grace has also been at
work to address the Bankruptcy Court's concerns with the Plan on
file and to draft a Plan to be used if agreement is reached with
the PI claimants.

At the December 2005 hearing, the Bankruptcy Court again raised
the issue of impairment, focusing both on the proposed use of
estimation to fix the value of PI claims and also on the hard
cap.  Grace clarified that the estimation was not for the purpose
of liquidating individual claims but, instead, was designed
solely to set the hard cap.

Mr. O'Neill avers it is fundamentally different than the approach
to property damage claims, since they can be estimated for
distribution purposes and should be so estimated where,
individual claim litigation with full discovery and a full trial
would be too time consuming.

Given the Court's concern with the hard cap, Mr. O'Neill states
that Grace is ready to file, if necessary, an amended plan that
removes the cap on PI claims and puts equity at risk.  The actual
plan revisions are in process and will be completed by scheduled
March 2006 omnibus hearing.

However, filing that kind of plan should await the outcome of the
current negotiations, Mr. O'Neill notes.  So as to minimize
delay, Grace is also preparing amendments that could be used in
the event that agreement is reached with the PI claimants.

Mr. O'Neill maintains that Grace is doing the work necessary to
pursue all options without delay.

                 Grace Wants Exclusivity Extended

"The path for keeping this case on track and the parties on a
tight leash is clear," Mr. O'Neill tells Judge Fitzgerald.

Given the distraction of the USG settlement, Grace proposes that
the exclusivity should be extended for another 60 days so that
the current negotiations can be given a fair chance.  The
deadline for PI claimants to submit questionnaires should also be
extended accordingly.

Grace also insists that the estimation process for traditional PD
claims must continue.  Mr. O'Neill relates that the large portion
of the claims lodged by Speights & Runyan solely for strategic
and obstructive purposes remains a major impediment to meaningful
negotiations.

                 Court Must Decide on ZAI Issues

Furthermore, Grace believes that the time has come for the
Bankruptcy Court to issue its opinion regarding the ZAI claims.

Mr. O'Neill recounts that the Bankruptcy Court previously alerted
the parties that an opinion would be forthcoming at the end of
January 2006 and properly suggested that the parties should use
the window of opportunity to resolve the matter consensually.  
That has not occurred, Mr. O'Neill points out, and ZAI remains a
significant uncertainty that limits the prospects of negotiating
a consensual plan.  The speculative nature of even the number of
claims affects the other parties' confidence in dedicating funds
to resolve other types of claims.

Moreover, Grace suggests that the Bankruptcy Court should take
proposals for a mediator to be appointed in the event that the
negotiations prove unsuccessful.

Grace believes that an appointment is critical both to moving the
parties toward resolution and to providing progress reports that
are not biased by efforts to obtain leverage.

Mr. O'Neill says that if the Bankruptcy Court adopts those
suggestions, all bases are covered.  "The active litigation will
be focused, the questionnaire process will be available without
delay if the negotiations fail, and the additional resources
offered by a separate mediator likewise will be available without
delay in that same eventuality," he says.

A full-text copy of Grace's Status Report is available for free
at http://ResearchArchives.com/t/s?644  

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.  
PricewaterhouseCoopers LLP is the Debtors' accountant.  

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdalerepresent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


W.R. GRACE: Wants Advanced Refining Credit Pact Extended to 2008
----------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates ask the Honorable
Fitzgerald of the U.S. Bankruptcy Court for the District of
Delaware to amend W.R. Grace & Co.-Connecticut's credit agreement
inked with Advanced Refining Technologies with to extend its
termination date to March 1, 2008.

Effective March 1, 2001, Grace-Conn. and Chevron Products Company,
a division of Chevron U.S.A. Inc., formed Advanced Refining, which
is 55% owned by Grace-Conn. and 45% owned by Chevron USA.  

Governed by a Limited Liability Company Agreement, ART develops,
manufactures and sells hydroprocessing catalysts used in the
petroleum refining industry for the removal of impurities from
petroleum feedstock.

In connection with ART's formation, Grace-Conn. and Chevron
Capital Corporation, an affiliate of Chevron USA, entered into
separate credit agreements with ART, under which they provided
ART an aggregate of $20,000,000 of revolving credit in proportion
to their ownership of the joint venture -- $11,000,000 from
Grace-Conn., and $9,000,000 from Chevron Capital.

The parties subsequently amended the ART Credit Agreements to:

   (a) extend their terms to March 1, 2006; and

   (b) increase ART's lines of credit to $45,000,000, comprising
       $24,750,000 from Grace-Conn. and $20,250,000 from Chevron
       Capital.

The Court approved the amendment to Grace Conn.'s ART Credit
Agreement on January 22, 2004.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., in Wilmington, Delaware, tells Judge Fitzgerald
that other than the credit amounts, the two ART Credit Agreements
are substantially identical.  Pursuant to an Operating Agreement,
loans under the ART Credit Agreements aggregating $2,000,000 or
integral multiples will be lent 55% by Grace-Conn. and 45% by
Chevron Capital.  For administrative convenience, loans in lesser
amounts will be made exclusively by Grace-Conn. until their
balance reaches $2,000,000.

Mr. O'Neill relates that the amendment of the ART Credit
Agreements aimed to provide financing arrangements that would
replace the then existing arrangements, which placed a
disproportionate part of the financing burden on Grace-Conn.  The
increased credit line was required in 2004 to allow ART to pay
W.R. Grace & Co. in 30 days for supplies and services and also to
allow ART to purchase inventory that was made and held by Grace
for ART.

Mr. O'Neill notes that, based on ART's three-year forecasts in
2004, it was expected that the increased lines of credit
established in 2004 would be paid back in full by the end of
2006.  It was further projected that after 2006, ART would be
self-financing, and Grace-Conn.'s investment in ART would be
reduced to the amount of its outstanding receivables for finished
goods inventory and services, which were expected to average
$10,200,000 at month's end.

Mr. O'Neill says that ART's Actual financial performance in 2004
and 2005 greatly exceeded forecasts provided at the time that the
2004 amendment was proposed.  In fact, he adds, the lines of
credit were paid off at the end of the third quarter of 2005.

ART believes that, given the projected business developments, it
is appropriate to keep lines of credit in place so that excess
cash from operations can be used to pay dividends to Grace and
Chevron Capital and to fund ART growth, and not be tied up to
fund periodic "spikes" in working capital.

Mr. O'Neill explains that the hydroprocessing business involves
large orders that in some cases require several months of
production time.  Over the next few years, ART expects new
refinery projects and other new transactions that will require
initial orders of several million pounds of catalyst.  The long
production time on those orders will require temporary build up
of inventory.

Grace-Conn. believes that continuation of the lines of credit
will provide the most cost-effective means of engaging its
investment in the ART joint venture.

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.  
PricewaterhouseCoopers LLP is the Debtors' accountant.  

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdalerepresent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


* BOOK REVIEW: Cyrus Hall McCormick: His Life and Work
------------------------------------------------------
Author:     Herbert N. Casson
Publisher:  Beard Books
Paperback:  348 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981076/internetbankrupt

Carroll W. Pursell, in his book Invention in America, contends
that "(the most deeply affecting invention during the antebellum
era in terms both of people's lives and of the development of the
American economy was surely Cyrus McCormick's reaper."  Not a
surprising observation given that, well into the 19th century,
harvesting was done with scythes and sickles the world over.  
Harvesting had forever been the most labor-intensive, time-
sensitive, and backbreaking of all farm operations.

The first truly serviceable reaper appeared in 1826, and Cyrus
McCormick introduced his superior version in 1831.  Although
McCormick's reaper was to revolutionize American agriculture,
initially it met with derision.  Farms in the Easter United States
were generally too small and fields often too hilly to accommodate
such a large machine.

In 1844, McCormick had $300 and the good sense to go West, where
he found the vast plains to which his reaper was eminently suited.  
In 1847, he opened a factory in Chicago using state-of-the-art
mass-production principles and provided a critical impetus for
large-scale agriculture, American style.  Sales skyrocketed.

McCormick was an innovative businessman.  He pioneered the
concepts of a "written guarantee," free trial, and clearly stated
price.  He led the way in the fledgling filed of advertising.  One
of his own favorite ads included a quote from a farmer who said
his reaper had "more than paid for itself in one harvest."

A committed Calvinist and Presbyterian, McCormick founded
Chicago's McCormick Theological Seminary.  He dabbled in politics
and was actively involved in the great nationwide debate on
whether the rich agricultural lands of the West, fueled by his
invention and the railroads, would be designated slave states or
free.

Cyrus Hall McCormick: His Life and Work was first published in
1909.  The book received positive reviews.  The periodical Dial
called the book the "life of the master builder of the modern
business of manufacturing farm machinery.  His life, coincident
with the pioneer era of replacing muscle with machinery, has been
devoted to inventions that have revolutionized farm labor, and it
is one of those rare life-histories that blazon out the peculiar
genius of the nation under the stress of a new experience."  The
American Monthly Review of Reviews said the author "diligently
collected and very attractively presented much historical and
statistical matter concerning the development of agricultural
implements and ...the rapid increase in the world's wheat
production."  

Herbert N. Casson provides a charming account of McCormick and the
times in which he lived.  He tells us of framers' insistence that
iron implements poisoned the soil, as well as McCormick's motto,
"One Step At a Time, The Hardest One First."  He extols the
courage and ingenuity of the country's founders as well as
immigrants such as Eli Whitney, Andrew Carnegie, and Robert
Fulton.  He gives wonderful details about the London Exhibition of
1851 an the Great Chicago Fire.  He tells us that McCormick,
although a "big, red-blooded, great-hearted man," was "not always
heroic" and had trouble keeping secretaries.  He reports that
McCormick's "energy was the wonder of his friends and the despair
of his employees.  His brain was not quick...but it was at work
every waking moment, like a great engine that never tires."

More than a biography of a great inventor by a fervent admirer,
this book shines with the author's staunch pride in his country's
accomplishments and certainty of its brilliance.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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