TCR_Public/060323.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 23, 2006, Vol. 10, No. 70

                             Headlines

AEARO CO: Prices Tender Offer for $175MM of 8-1/4% Sr. Sub. Notes
AFTERMARKET TECH: Revolver Replaced & Moody's Withdraws Ratings
AIRWAY INDUSTRIES: Sells Most Assets to TravelPro for $17.5 Mil.
AIRWAY INDUSTRIES: Court Okays Continued Use of Cash Collateral
ALERIS INT'L: S&P Puts BB- Corporate Credit Rating on CreditWatch

ALLIED HOLDINGS: Wants to Assume Canadian Insurance Programs
ALLIED HOLDINGS: Wants More Time to File Reorganization Plan
ALLIED HOLDINGS: Inks Insurance Pact with National Union
AMERISOURCEBERGEN: Canadian Unit Completes $18MM Asenda Purchase
AMERIVEST PROPERTIES: Files Prelim Proxy Statement of Liquidation

AUGLINK COMMUNICATIONS: Voluntary Chapter 11 Case Summary
BALLY TOTAL: Virgin Active Tagged as Probable Buyer
BANC OF AMERICA: S&P Puts Preliminary BB Rating on Class M Certs.
BAREFOOT RESORT: Court Okays Biddle Law Firm to Close Condo Sales
BAREFOOT RESORT: Assuming 35 Condominium Unit Sale Contracts

BEAR STEARNS: Fitch Affirms 6 Certificate Classes' Low-B Ratings
BLOUNT INT'L: Moody's Upgrades $175MM Subord. Notes' Rating to B2
BOYDS COLLECTION: Orrick Herrington Replaces Swidler as Co-Counsel
BROOKSTONE INC: S&P Affirms B Rating & Revises Outlook to Negative
BUEHLER FOODS: Can Hire Krueger & Associates as Accountants

CARMAJON CORP: Case Summary & 18 Largest Unsecured Creditors
CATHOLIC CHURCH: Portland Panel Disclosure Hearing Set on April 17
CATHOLIC CHURCH: Portland Appeals Court Order on Property Dispute
CLEAN EARTH: Panel Hires Haskell Slaughter as Counsel
COLLINS & AIKMAN: Balks at Fabric's Request for Lease Payment

COLLINS & AIKMAN: Court Approves Stipulation with Engel Canada
COLLINS & AIKMAN: Court Approves Settlement With Sidler
CONGOLEUM CORP: Wants Settlement Pact With Harper Insurance Okayed
CORNELL TRADING: Has Interim Access to Lenders' Cash Collateral
CORUS GROUP: Earns GBP64 Million in Fourth Quarter of 2005

CREDIT SUISSE: S&P Affirms $7.5 Million Class L Cert.'s B+ Rating
DANA CORP: Gets Court Okay to Employ OCPs and Service Providers
DANA CORP: Wants to Walk Away from Eight Real Property Leases
DANA CORPORATION: Delays Filing of 2005 Annual Reports
DELPHI CORP: Inks Employee Reduction Agreement with GM and UAW

DELTA AIR: Trustee Nominates 9 Members for Retired Pilots' Panel
DELTA AIR: Resolves Siemens' Lease-Decision Request
DELTA AIR: Gets Court Nod to Execute DFASS Ventures Agreement
DOANE PET: Completes Exchange Offer for 10-5/8% Senior Sub. Notes
EAGLEPICHER HOLDINGS: Taps Duff as Fresh Start Valuation Expert

FAIRFAX FIN'L: Moody's Shifts Ba3 Debt Rating Outlook to Negative
FALCONBRIDGE LTD: Adopts Poison Pill to Slow Any Creeping Takeover
FALCONBRIDGE LTD: Redeeming $500 Million of Jr. Preference Shares
FIRSTLINE CORP: Has Until April 10 to File Bankruptcy Schedules
FIRSTLINE CORP: U.S. Trustee Appoints Seven-Member Creditors Panel

FLYI INC: Greater Orlando Wants Carrier to Turnover PFC Funds
FLYI INC: Committee Hires Giuliani Capital as Financial Advisor
FLYI INC: Wants to Sell Operating Certs. to Northwest for $2 Mil.
FRASER PAPERS: Receives Notice of SMART Papers' Chapter 11 Filing
GALLERIA INVESTMENTS: Wants Access to Lenders' Cash Collateral

GARDEN RIDGE: Has Until April 26 to Object to Admin. Claims
GENERAL MOTORS: Inks Employee Reduction Deal with Delphi and UAW
GENESIS HEALTH: Equity Class Challenges Plan Treatment of Sr. Debt
GLASS GROUP: Gets Court OK to Hire S.A.L.T. as Tax Consultant
GOL FINANCE: Moody's Rates Proposed $250 Million Bonds at Ba2

GOODING'S SUPERMARKETS: Wants to Walk Away from Winn-Dixie Leases
HANDEX GROUP: Walks Away From Four Real Property Lease Agreements
HAWS & TINGLE: Has Continued Access to Zurich's Cash Collateral
HUGHES NETWORK: S&P Puts B- Rating on Proposed $375 Million Notes
INT'L GALLERIES: Wants to Hire Cox Smith as Substitute Counsel

INTERNATIONAL GALLERIES: Court Appoints Dan Lain as Ch. 11 Trustee
INTERPOOL INC: Asset Sale Prompts Moody's to Put Ratings on Watch
INVERNESS MEDICAL: Posts $19.2 Million Net Loss in 2005
JONES APPAREL: Hires Goldman Sachs to Explore Possible Sale
LAGUARDIA ASSOCIATES: Files Third Amended Reorganization Plan

LUCENT TECH: $207 Mil. Bid Wins Riverstone Networks' Asset Auction
LUNN 119TH: Files Third Amended Disclosure Statement in N.D. Ill.
MACDERMID INC: Ceases Negotiations to Acquire Unnamed Company
MARYLAND ECONOMIC: Moody's Downgrades Bond Rating to B1 from Ba2
MERIDIAN AUTOMOTIVE: Committee Wants Stanfield's Motion Denied

MESABA AVIATION: Has Until August 10 to File Chapter 11 Plan
MESABA AVIATION: Wants to Enter into Return Pact with Northwest
MESABA AVIATION: Taps Deloitte Tax as Tax Services Provider
MID OCEAN: Credit Quality Decline Prompts Moody's Rating Review
MOVIE GALLERY: Amends $913 Million Senior Credit Facility

MOVIE GALLERY: Inks Excess Space Deal to Sublease Retail Stores
MULTIPLAN INC: S&P Puts B- Rating on $250 Million Sr. Sub. Notes
MUSICLAND HOLDING: Gets Court Nod to Conduct Rule 2004 Examination
NORTHWEST AIR: Wants to Sign New Lease for N661US Aircraft
NORTHWEST AIR: Buys FLYi's Operating Certificates for $2 Million

NORTHWEST AIR: Ernst & Young Expresses Going Concern Doubt
O'SULLIVAN IND: Inks Fee & Commitment Letters with Wachovia Bank
ORIUS CORP: Court Okays Ward Rovell's Retention as Special Counsel
PENN VIRGINIA: DBRS Holds BBB (Low) Senior Unsecured Notes Rating
POPE & TALBOT: Moody's Junks Rating on Unsecured Debentures

PREMIUM PAPERS: Ch. 11 Filing May Affect Fraser Papers' Interests
PREMIUM PAPERS: Case Summary & 30 Largest Unsecured Creditors
PROSPERO VENTURES: Creditors Have Until May 9 to File Claims
QUEST TRUST: S&P Affirms Three Certificate Classes' Low-B Ratings
RELIANT ENERGY: Fitch Puts B Rating on Sr. Sub. Convertible Notes

RISK MANAGEMENT: Judge Woods Approves Amended Disclosure Statement
RURAL/METRO: Moody's Upgrades Caa2 Discount Notes Rating to Caa1
RUSSEL METALS: Moody's Raises Senior Unsecured Debt Rating to Ba2
RIVERSTONE NETWORKS: Lucent Wins Auction with $207 Million Bid
SFA CABS: Moody's Junks $12.5 Mil. Class C Notes Rating from Baa2

SMART PAPERS: Files for Voluntary Chapter 11 Protection
SMTC CORPORATION: Reports Fourth Quarter and Annual Results
SMURFIT-STONE: S&P Affirms Low-B Ratings & Changes Outlook to Neg.
SOUNDVIEW TRUST: Moody's Puts Low-B Ratings on Two Cert. Classes
TRM CORP: S&P Downgrades Corporate Credit Rating to CCC from B+

TRM CORP: Moody's Junks Corp. Family Rating with Negative Outlook
U.S. STEEL: Moody's Lifts Ba2 $348MM Senior Notes Rating to Ba1
UNIFRAX CORP: S&P Puts B+ Corp. Credit & Sr. Debt Ratings on Watch
WORLDCOM INC: Judge Gonzalez Expunges 6 401(k) Equity Loss Claims

                          *********

AEARO CO: Prices Tender Offer for $175MM of 8-1/4% Sr. Sub. Notes
-----------------------------------------------------------------
Aearo Company I determined the price for its previously reported
tender offer and consent solicitation for any and all of its
outstanding $175,000,000 aggregate principal amount of 8-1/4%
Senior Subordinated Notes due 2012.  The total consideration for
Holders who validly tendered Notes and delivered consents on or
prior to the expiration of the consent solicitation on March 9,
2006 will be $1,095.15 per $1,000.00 principal amount of Notes.  
The total consideration includes a consent payment of $30.00 per
$1,000.00 principal amount of Notes.  In addition to the
consideration payable with respect to the Notes, the Company will
pay accrued and unpaid interest to, but not including, the
settlement date.

The total consideration was determined as of 2:00 p.m., New York
City time, on March 21, 2006, by reference to a fixed spread of 50
basis points above the bid side yield on the 3.00% U.S. Treasury
Note due Feb. 15, 2008.  As of 2:00 p.m., New York City time, on
March 21, 2006, 100% of the outstanding aggregate principal amount
of the Notes have been tendered.  Holders who have tendered their
Notes and delivered their consents may no longer withdraw their
Notes or revoke their consents.

The tender offer and consent solicitation will expire at 8:00
a.m., New York City time, on March 24, 2006, unless terminated or
extended.  The settlement date for Notes validly tendered and
accepted for payment is expected to be March 24, 2006.

Except as set forth above, all other provisions of the tender
offer and consent solicitation with respect to the Notes are as
set forth in the Offer to Purchase and Consent Solicitation
Statement dated Feb. 24, 2006.  The Company reserves the right to
further amend the tender offer and the consent solicitation in its
sole discretion.

The Dealer Manager for the tender offer and Solicitation Agent for
the consent solicitation and can be contacted at:

     Bear, Stearns & Co. Inc.
     Telephone (212) 272-5112 (collect)
     Toll Free (877) 696-BEAR

The Information Agent can be contacted at:

     D.F. King & Co., Inc.
     Telephone (212) 269-5550 (for banks and brokers only)
     Toll Free (888) 644-5854

Copies of the Offer Documents and other related documents may be
obtained from the Information Agent.

                       About Aearo Company

Headquartered in Indianapolis, Indiana, Aearo Company --
http://www.aearo.com/-- is one of the world's leading designers,
manufacturers and marketers of a broad range of personal
protective products and energy-absorbing products, including head
and hearing protection devices, prescription and non-prescription
eyewear, and eye/face protection devices for use in a wide variety
of industrial and household applications.

Aearo Company's 8-1/4% Senior Subordinated Notes due 2012 carry
Moody's Investors Service's B3 rating and Standard & Poor's
B- rating.


AFTERMARKET TECH: Revolver Replaced & Moody's Withdraws Ratings
---------------------------------------------------------------
Moody's Investors Service withdrawn the ratings of Aftermarket
Technology Corporation following the termination of its previous
bank credit facilities which occurred upon the closing of a new
$150 million bank revolving credit facility.  The new transaction
is not rated by Moody's.

Ratings withdrawn;

   * Corporate Family, Ba3

   * Senior Secured Bank Credit Facilities, Ba3

Outlook, Stable

Aftermarket Technology Corporation, headquartered in Downer's
Grove, IL is a manufacturer and distributor of primarily re-
manufactured transmission and other drivetrain products used in
the repair of automobiles and light trucks, and a provider of
value added logistics services, including warehouse and
distribution services, returned material reclamation, disposition
services and turnkey fulfillment to the consumer electronics
industry.  The company's 2005 revenues were approximately $442
million.


AIRWAY INDUSTRIES: Sells Most Assets to TravelPro for $17.5 Mil.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
approved Airway Industries, Inc.'s request to sell substantially
all of its assets free and clear of all liens, interests and
encumbrances to TravelPro International, Inc.  The Court entered
its sale order on Feb. 28, 2006, approving the terms and
conditions of an Asset Purchase Agreement governing the
transaction.

The Debtor and TravelPro entered into the Asset Purchase Agreement
on Jan. 9, 2006, calling for the sale of substantially all of the
Debtor's assets to TravelPro for $17,500,000.  Under that
Agreement, TravelPro will assume a Product License Agreement with
500 Group Holdings and all contracts with Airway's customers
unless specifically excluded by written notice to Airway prior to
the closing of the asset sale.

The Debtor told the Court that the Asset Purchase Agreement was
the product of extensive arm's-length negotiations and TravelPro
is a good faith purchaser.

At an auction conducted on Feb. 17, 2006, no competing bidder
topped TravelPro's offer for the assets.

A full-text copy of the summary of the Asset Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?6c7

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactures suitcases,   
garment bags, briefcases and other travel products and
accessories.  The Company filed for chapter 11 protection on Jan.
20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M. Walker,
Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  When the Debtor
filed for protection from its creditors, it listed estimated
assets and debts of $10 million to $50 million.


AIRWAY INDUSTRIES: Court Okays Continued Use of Cash Collateral
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized Airway Industries, Inc. to continue using Cash
Collateral securing repayment of prepetition loans to Cerberus
Partners, L.P. and Madeleine L.L.C.

The Court also approved, on an interim basis, a Stipulation
between the Debtor, Cerberus and Madeleine governing the Debtor's
use of the Cash Collateral.

           Prepetition Debt, Use of Cash Collateral
                 and Adequate Protection

Under various Credit and Loan Agreements, the Debtor owes:

  Prepetition Lender                      Amount Owed
  ------------------                      -----------  
  Cerberus Partners                       $44,093,273
  (under the Prepetition
  Senior Loan Agreement)

  Madeleine L.L. C.                       $12,609,956
  (under the Prepetition                  
  Subordinated Loan Agreement)             
                                          -----------
                                          $56,703,229
                                          ===========

The Debtor tells the Court that its continued use of the Cash
Collateral and approval of the Stipulation will permit it to meet
payroll and other operating and wind-down expenses pending the
liquidation of its remaining assets and business.

On Feb. 28, 2006, the Court approved the sale of substantially all
of the Debtor's assets to TravelPro International, Inc.

The Court authorizes the Debtor to continue using the Cash
Collateral, including, but not limited to, up to $450,000 of the
proceeds obtained from the asset sale, to the extent that
collected funds are available.  

The Debtor's continued use of the Cash Collateral will be in
accordance with the terms and conditions of the Stipulation and a
16-week Budget covering the period from March 10 to June 30, 2006.
A full-text copy of the Budget is available for free at
http://bankrupt.com/misc/AirwayIndustriesCashCollateralBudget.pdf

To adequately protect their interests for any diminution in value
of the Prepetition Collateral, Cerberus Partners and Madeleine
L.L.C. are granted valid, perfected and enforceable replacement
liens on and first priority postpetition security interests in all
of the Debtor's assets.

The Court will convene a hearing at 9:30 a.m., on April 7, 2006,
to consider the Debtor's request to approve the Stipulation on a
final basis.                     

                    About Airway Industries

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactures suitcases,   
garment bags, briefcases and other travel products and
accessories.  The Company filed for chapter 11 protection on
Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M.
Walker, Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  When the Debtor
filed for protection from its creditors, it listed estimated
assets and debts of $10 million to $50 million.


ALERIS INT'L: S&P Puts BB- Corporate Credit Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Rating Services placed its 'BB-' corporate
credit and its other ratings on Aleris International Inc. on
CreditWatch with negative implications.  The action followed the
announcement that Aleris has entered into a non-binding letter of
intent to acquire the downstream aluminum operations of Corus
Group PLC (BB-/Watch Pos/B) for approximately $840 million plus
the assumption of:

   * EUR28 million of debt, and
   * EUR98 million of debt-like pension liabilities.  

Standard & Poor's expects the majority of the financing to be in
the form of debt.
     
"In resolving its Credit Watch, we will review the potential
acquisition's impact on Aleris' business and financial profile as
well as its impact on the capital structure," said Standard &
Poor's credit analyst Thomas Watters.  "We will also review the
company's financial policy, as this is Aleris' fifth acquisition
since December 2004 when it was formed through IMCO Recycling
Inc.'s acquisition of Commonwealth Industries Inc."
     
Aleris, based in Beachwood, Ohio, is a vertically integrated
manufacturer of aluminum sheet for distributors and the:

   * transportation,
   * construction, and
   * consumer durables end-use markets.


ALLIED HOLDINGS: Wants to Assume Canadian Insurance Programs
------------------------------------------------------------
Prior to the Petition Date, Allied Holdings, Inc. and its debtor-
affiliates entered into insurance brokerage agreements with Marsh
Canada Limited to coordinate their Canadian Insurance Programs
with the various Insurance Carriers.

The Debtors are required to pay premiums under the Canadian
Insurance Programs based on a fixed rate established and billed
by each Insurance Carrier to the Insurance Broker or to the
Debtors.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, tells the U.S. Bankruptcy Court for the Northern District
of Georgia that the Debtors pay American Home Assurance Company
approximately C$3,400,000 yearly, for primary and excess
automobile liability and for general liability Insurance Programs.  
The Debtors also pay approximately C$8,700,000 annually in
premiums for their Canadian insurance programs.

Ms. Aczel informs the Court that the Canadian Insurance Programs
are renewable.  Pursuant to the terms of a Casualty Insurance
Program Proposal dated December 20, 2005, the Debtors and National
Union Fire Insurance Co. of Pittsburgh, Pennsylvania have agreed
to renew the Canadian Insurance Programs.

The Renewal Agreement contemplates the Debtors' continued use of
their non-debtor subsidiary, Haul Insurance Limited.

Ms. Aczel informs Judge Drake that National Union has conditioned
maintenance of the Canadian Insurance Programs on a Court order
that:

   a. authorizes the Debtors to:

        i. assume the existing Canadian Insurance Programs with
           National Union in their entirety pursuant to Section
           365 of the Bankruptcy Code;

       ii. enter into a renewal agreement with National Union to
           renew the Canadian Insurance Programs; and

      iii. execute all documentation necessary to assume the
           Canadian Insurance Programs and enter into the Renewal
           Agreement;

   b. authorizes and directs the Debtors to cure all outstanding
      defaults and to pay their obligations under and in
      accordance with the relevant terms of the Canadian
      Insurance Programs with National Union without further
      Court order;

   c. in the event of default by the Debtors under the Canadian
      Insurance Programs, National Union may exercise all
      contractual rights in accordance with the terms of the
      Canadian Insurance Programs and applicable law without
      further Court order;

   d. grants administrative priority pursuant to Section 503(b)
      of the Bankruptcy Code to National Union for reimbursement
      obligations and any other obligations under the Canadian
      Insurance Programs;

   e. authorizes National Union to carry out the terms and
      conditions of the Canadian Insurance Programs;

   f. declares that the terms and conditions of the Canadian
      Insurance Programs govern the Debtors' rights against any
      collateral held by National Union;

   g. declares that National Union will not be required, except
      as provided by the terms of the Canadian Insurance Programs
      and the Renewal Agreement, to return any part of the
      security it holds for the Canadian Insurance Programs
      without adequate protection for its interest in that
      security pursuant to Section 361(1) of the Bankruptcy Code;
      and

   h. declares that no administrative claim bar date will apply
      to any claims of National Union that it may assert in the
      Debtors' cases.

The Proposal provides that the Debtors' failure to obtain Court
approval for the assumption of the Canadian Insurance Programs
with National Union and execution of the Renewal Agreement by
May 9, 2006, constitutes grounds for cancellation of the
insurance policies.

Ms. Aczel asserts that continued maintenance of the Canadian
Insurance Programs is critical to the Debtors' ongoing operations
and reorganization, because failure to assume the Canadian
Insurance Programs would prohibit the Debtors from maintaining
insurance with National Union for 2006.

Without insurance, the Debtors could be exposed to substantial
liability for damages resulting to their property, Ms. Aczel
contends.  It would also place at risk the estate's assets
necessary to satisfy the secured and unsecured claims.

Ms. Aczel adds that no other insurer was able to offer the same
terms of the Canadian Insurance Programs with lower cost to the
Debtors.

Accordingly, the Debtors seek the Court's authority to assume
their Canadian Insurance Programs and enter into an insurance
renewal agreement with National Union.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Wants More Time to File Reorganization Plan
------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to further
extend the period during which they have the exclusive right to:

   a. file a plan of reorganization through and including
      September 28, 2006; and

   b. solicit acceptances of that plan through and including
      November 27, 2006.

Thomas R. Walker, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, contends that the Debtors' sufficiently large and complex
cases warrant an extension of their Exclusive Periods.  The
Debtors have more than 6,400 employees and thousands of creditors
and other parties-in-interest, and their scheduled liabilities
total nearly $300,000,000.

Mr. Walker reports that the Debtors have made substantial progress
in their cases and continue to work diligently on matters related
to their reorganization, including:

   * establishing February 17, 2006 as the deadline for creditors
     to file prepetition proofs of claim;

   * developing the business plan for their restructuring;

   * negotiating for increased rates with their critical
     customers;

   * consummating the securities purchase agreement for the sale
     of ownership interests in Kar-Tainer International LTD and
     Kar-Tainer International LLC and dismissing Kar-Tainer
     International LLC's bankruptcy case;

   * addressing issues raised by shareholders in their motion for
     the appointment of an equity committee;

   * successfully executing U.S. and Canadian insurance policies
     for 2006 and procuring premium financing for those policies;

   * negotiating an extension on several collective bargaining
     agreements with the Canadian Teamsters;

   * implementing the Court-approved key employee retention plan;

   * continuing to review and evaluate executory contracts and
     unexpired leases;

   * reviewing assets available to offer for sale;

   * continuing to analyze and manage prepetition tort claims;

   * commencing adversary proceedings against entities wrongfully
     possessing estate property;

   * negotiating with various equipment lessors regarding
     equipment lease issues;

   * continuing to provide information to and maintain
     discussions with the Official Committee of Unsecured
     Creditors; and

   * developing and delivering to the U.S. Teamsters, pursuant to
     Section 1113(b)(1) of the Bankruptcy Code, a formal proposal
     for modifications to the existing collective bargaining
     agreement with Teamster-represented employees in the United
     States.

The Debtors have made significant progress in resolving issues
facing their estates.  The Debtors have successfully stabilized
their business operations, continued to cultivate critical
business relationships and maintained the quality of customer
service, Mr. Walker maintains.

Moreover, Mr. Walker assures the Court that the Debtors will keep
the Creditors' Committee fully informed of any progress.

The Debtors intend to develop and consummate a consensual
reorganization plan, but they must resolve the issues with the
U.S. Teamsters before they can develop that plan.

Mr. Walker asserts that an extension will provide the Debtors with
an opportunity to complete their necessary financial analysis and
to properly prepare a reorganization plan incorporating that
information.

Because no full and fair plan can be developed without knowing the
results of the U.S. Teamster negotiations, there would be no
benefit to terminating the Exclusive Periods at this time, Mr.
Walker says.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Inks Insurance Pact with National Union
--------------------------------------------------------
Allied Holdings, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia for
authority to enter into an insurance agreement with National Union
for their U.S. Insurance Programs.
  
The Debtors are required to carry various insurance policies in
the United States, including commercial general liability,
workers' compensation, automobile liability, excess liability,  
and others.

Alisa H. Aczel, Esq., at Troutman Sanders LLP, in Atlanta,  
Georgia, relates that the Debtors received a Proposal for  
Casualty Insurance Program dated December 19, 2005, as amended on  
January 25, 2006, from National Union Fire Insurance Co. of  
Pittsburgh, Pennsylvania, on behalf of itself and certain  
affiliates of American International Group, Inc.

The Debtors accepted the Proposal.

Ms. Aczel asserts that the Proposal offers favorable coverage and  
financing terms.  Among others, the Proposal provides:

   a. workers' compensation coverage with a guaranteed cost of
      approximately $34,000,000 and no retained risk for the
      Debtors;

   b. an automobile liability policy, which has a $1,000,000 per
      accident deductible with no aggregate cap on the
      deductible.  The automobile liability coverage will cost
      the Debtors $4,200,000 plus the cost of any accident that
      incurs less than $1,000,000 in liability; and

   c. a general liability policy with no deductible for a
      $400,000 annual fee.

Under the Proposal, premiums may be subject to adjustment on  
audit of actual exposure.  Ms. Aczel notes that pursuant to a  
November 2005 Court order, the Debtors entered into new premium  
financing agreements with Flatiron Capital Corporation and AICCO,  
Inc., to finance the premium amounts due under the Proposal.

In lieu of posting collateral with Haul Insurance Limited, the  
Debtors' non-debtor subsidiary, Allied Holdings posted   
$7,700,000 in collateral in the form of letters of credit and  
cash with National Union.

Ms. Aczel discloses that National Union has conditioned purchase  
of the U.S. Insurance Programs on a Court order that:

   a. authorizes the Debtors to enter into an agreement
      formalizing the terms of the Proposal;

   b. authorizes the Debtors to execute all documentation
      necessary into enter the Agreement;

   c. authorizes the Debtors to enter into further renewals of
      the U.S. Insurance Programs without further Court order;

   d. authorizes and directs the Debtors to pay their obligations
      under the U.S. Insurance Programs in accordance with the
      relevant terms of the U.S. Insurance Programs, without
      further Court order;

   e. in the event of default by the Debtors under the U.S.
      Insurance Program, National Union may exercise all
      contractual rights in accordance with the terms of the U.S.
      Insurance Program and applicable state law without further
      Court order, including without limitation, its rights to:

         (i) cancel the U.S. Insurance Program;

        (ii) foreclose on any collateral, in part or in full, in
             which it has a security interest and which may be
             subject to the automatic stay;

       (iii) receive and apply the unearned premiums to the
             Debtors' outstanding obligations to National Union;
             and

        (iv) the automatic stay will be deemed lifted without
             further Court order;

      provided that nothing will:

         (i) constitute a waiver of the Debtors' and the
             Committee's right to challenge the occurrence
             or existence of an event of default;

        (ii) prohibit the Debtors and the Committee from
             contesting, disputing or challenging the occurrence
             or existence of an event of default; or

       (iii) prohibit the Debtors and the Committee from seeking
             to re-impose or continue the automatic stay;

   f. grants National Union administrative priority pursuant to
      Section 503(b) of the Bankruptcy Code, for reimbursement
      obligations and any other obligations under the U.S.
      Insurance Programs;

   g. authorizes National Union to carry out the terms and
      conditions of the U.S. Insurance Programs;

   h. declares that the U.S. Insurance Programs may not be
      altered by any plan of reorganization filed in the Debtors'
      Chapter 11 cases and will survive the Debtors' plan of
      reorganization;

   i. declares that the terms and conditions of the U.S.
      Insurance Programs govern the Debtors' rights against any
      collateral held by National Union;

   j. declares that National Union will not be required to return
      any part of the security it holds for the U.S. Insurance
      Programs without adequate protection for its interest in
      that security pursuant to Section 361(1) of the Bankruptcy
      Code; and

   k. declares that no administrative claim bar date will apply
      to claims that National Union may assert in the Debtors'
      cases.

The Proposal also provides that the failure to obtain Court  
approval to enter into the National Union Agreement by May 9,  
2006, constitutes grounds for cancellation of the insurance  
policies.

According to Ms. Aczel, no other insurer has offered to the  
Debtors terms similar to the U.S. Insurance Programs,  
particularly as it relates to the Debtors' ability to premium  
finance the U.S. Insurance Programs.  The Debtors have determined  
that the U.S. Insurance Programs remain the most beneficial  
option for them and their estates.

The Debtors are confident that entry into the Agreement with  
National Union will adequately insure their business, thereby  
protecting the interests of their estates and allowing them to  
continue operations.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide  
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 18;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMERISOURCEBERGEN: Canadian Unit Completes $18MM Asenda Purchase
----------------------------------------------------------------
AmerisourceBergen Corporation's (NYSE:ABC) wholly owned
subsidiary, AmerisourceBergen Canada Corporation, completed the
purchase of substantially all of the assets of privately held
Asenda Pharmaceutical Supplies Ltd. and a related entity for
approximately $18 million.

As previously reported in the Troubled Company Reporter on
March 7, 2006, the Asenda acquisition will be neutral to
AmerisourceBergen Corporation's fiscal year 2006 earnings per
share.

                About Asenda Pharmaceutical

Headquartered in Richmond, British Columbia, Asenda Pharmaceutical
Supplies Ltd. generated about $172 million in revenue over the
last twelve months.  Asenda distributes pharmaceuticals in the
provinces of British Columbia and Alberta, strengthening
AmerisourceBergen Canada's position in western Canada.

                About AmerisourceBergen Corp

AmerisourceBergen Corporation -- http://www.amerisourcebergen.com/  
-- is one of the world's largest pharmaceutical services companies
serving the United States, Canada and selected global markets.
Servicing both pharmaceutical manufacturers and healthcare
providers in the pharmaceutical supply channel, the Company
provides drug distribution and related services designed to reduce
costs and improve patient outcomes.  AmerisourceBergen's service
solutions range from pharmacy automation and pharmaceutical
packaging to pharmacy services for skilled nursing and assisted
living facilities, reimbursement and pharmaceutical consulting
services, and physician education.  With more than $54 billion in
annual revenue, AmerisourceBergen is headquartered in Valley
Forge, Pennsylvania, and employs more than 13,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Moody's Investors Service affirmed AmerisourceBergen Corporation's
Ba2 corporate family rating, a Ba2 rating on the company's senior
unsecured notes, the pharmaceutical concern's SGL-1 speculative
grade liquidity rating, and changed the outlook to positive from
stable.


AMERIVEST PROPERTIES: Files Prelim Proxy Statement of Liquidation
-----------------------------------------------------------------
AmeriVest Properties Inc. (AMEX:AMV) filed its preliminary proxy
statement, related to its plan of liquidation.

The proxy statement describes the Company's plan of liquidation,
under which, upon stockholder approval, the Company's remaining 12
office properties will be sold and proceeds distributed to
stockholders.  The Company anticipates that offers on all or
portions of the portfolio will be due approximately two weeks
after stockholder approval of the Plan at the Company's annual
meeting.  A date for the Annual Meeting has not yet been set,
pending the outcome of the SEC review process.  Therefore, the
Company cannot determine exactly when offers on the portfolio will
be due.

All 12 properties are listed with Trammell Crow Company.  The
sales process is being managed through Trammell Crow's Denver
office.  Persons interested in making offers on all or some of the
properties should contact:

     Steve Suechting
     Executive Vice President
     Trammell Crow Company
     Telephone (303) 224-6366

"We are pleased to have filed our preliminary proxy and to have
commenced the initial marketing for these high-quality buildings,"
Charles Knight, CEO of AmeriVest, stated.  "There has been
considerable interest in the portfolio and in particular buildings
within the portfolio from numerous parties.  We have communicated
or delivered all expressions of interest to Trammell Crow, and
interested parties have been advised of the process and the
expected timing.  The Board of Directors of the Company will
consider offers only in response to a call for offers after
stockholder approval of the Plan.  As we have said previously, the
adoption of the Plan was the culmination of a lengthy and
thoughtful process by our Board.  The sale of our remaining
properties will also follow a process which has been reviewed and
approved by our Board and is fully described in our preliminary
proxy.  Our goal is to maximize the value achieved for all
stockholders in liquidation through a fair, open and complete
marketing and sales process, conducted in an orderly and
professional manner.  We and our advisors intend to follow that
process and expect that interested bidders will do so as well,
since it benefits them by providing a level playing field."

A full-text copy of the Proxy Statement is available at no charge
at http://ResearchArchives.com/t/s?6cd

               About AmeriVest Properties

Headquartered in Denver, Colorado, AmeriVest Properties Inc. --
http://www.amvproperties.com/-- provides Smart Space for Small  
Business(TM) in Denver, Phoenix, and Dallas through the
acquisition, repositioning and operation of multi-tenant office
buildings in those markets.


AUGLINK COMMUNICATIONS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Auglink Communications, Inc.
        2155 Old Moultrie Road, Suite 103
        St. Augustine, Florida 32086
        Tel: (904) 824-1660

Bankruptcy Case No.: 06-00742

Type of Business: The Debtor is an internet service provider
                  and a full-service telephone company.
                  See http://www.aug.com/

Chapter 11 Petition Date: March 21, 2006

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Nina M. LaFleur, Esq.
                  LaFleur Law Firm
                  P.O. Box 861128
                  St. Augustine, Florida 32086-1128
                  Tel: (904) 797-7995
                  Fax: (904) 797-7996

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


BALLY TOTAL: Virgin Active Tagged as Probable Buyer
---------------------------------------------------
Sir Richard Branson of the Virgin Group is keen on acquiring
ailing Bally Total Fitness as part of efforts to beef up Virgin
Active's business in the U.S., Zachery Kouwe of the New York Post
reports.

According to the Post, executives at Virgin Active are currently
evaluating Bally's finances and a pitch book on the company
provided by J.P. Morgan and The Blackstone.  The Post adds that
Bally could sell for $1.2 billion, including assumed debt.

On March 14, 2006, Bally announced that it had authorized its
financial advisors, J.P. Morgan Securities Inc. and The Blackstone
Group, to engage in discussions with interested parties in
connection with the Company's strategic alternatives process.  

Bally's board had formed an independent special committee last
year to explore solutions to address the company's over-leveraged
capital structure.  Among the alternatives considered by the
special committee was the possible sale or merger of Bally with
another entity or strategic partner.

Shares in Bally jumped to its highest level since 2002 after news
of the Virgin acquisition surfaced, the Associated Press reports.

                      About Bally Total

Bally Total Fitness -- http://www.ballyfitness.com/-- is the  
largest and only U.S. commercial operator of fitness centers, with
approximately four million members and 440 facilities located in
29 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Crunch Fitness(SM), Gorilla
Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R) and Sports
Clubs of Canada(R) brands.  With an estimated 150 million annual
visits to its clubs, Bally offers a unique platform for
distribution of a wide range of products and services targeted to
active, fitness-conscious adult consumers.

                          *  *  *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Chicago-
based Bally Total Fitness Holding Corp., including the 'CCC'
corporate credit rating, on CreditWatch with developing
implications, where they were placed on Dec. 2, 2005.  

The CreditWatch update follows Bally's announcement that it will
not meet the March 16, 2006, deadline for filing its annual report
on SEC Form 10-K for the year ending Dec. 31, 2005.  Bally
currently anticipates filing its 2005 10-K in April 2006.

Bally's ratings were originally placed on CreditWatch on Aug. 8,
2005, following the commencement of a 10-day period after which an
event of default would have occurred under the Company's $275
million secured credit agreement's cross-default provision and the
debt would have become immediately due and payable.  Subsequently,
Bally entered into a consent with lenders to extend the 10-day
period until Aug. 31, 2005.  Prior to Aug. 31, the company
received consents from its bondholders extending its waiver of
default to Nov. 30, 2005.


BANC OF AMERICA: S&P Puts Preliminary BB Rating on Class M Certs.
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Banc of America Large Loan Inc.'s $2.26 billion
commercial mortgage pass-through certificates series 2006-LAQ.
     
The preliminary ratings are based on information as of
March 21, 2006.  Subsequent information may result in the
assignment of final ratings that differ from the preliminary
ratings.
     
The preliminary ratings reflect:

   * the historical and projected performance of the underlying
     collateral;

   * the experience and financial strength of the sponsors and
     management company;

   * the liquidity provided by the trustee;

   * the terms of the loan; and

   * the transaction structure.

Standard & Poor's determined that the loan has a debt service
coverage of 1.34x on an assumed 10.50% refinance constant, and a
beginning and ending LTV of 85.9%.  These statistics are based on
the first mortgage loan and do not reflect the impact of the
mezzanine financing.
     
Preliminary ratings assigned:

Banc of America Large Loan Inc.
       
                       Preliminary              DSC at 10.5%
    Class    Rating       Amount         LTV     constant
    -----    ------    ------------      ---    ------------
    A-1      AAA       $700,000,000     26.61%      4.31x
    A-2      AAA       $320,000,000     38.77%      2.96x
    A-3      AAA       $320,000,000     50.93%      2.25x
    B        AA+       $100,000,000     54.73%      2.10x
    C        AA         $90,000,000     58.15%      1.97x
    D        AA-        $50,000,000     60.05%      1.91x
    E        A+         $60,000,000     62.33%      1.84x
    F        A          $37,243,726     63.75%      1.80x
    G        A-         $43,849,509     65.42%      1.75x
    H        BBB+       $43,849,509     67.08%      1.71x
    J        BBB        $43,849,509     68.75%      1.67x
    K        BBB-      $164,435,660     75.00%      1.53x
    L        BB+       $156,772,087     80.96%      1.42x
    M        BB        $130,000,000     85.90%      1.34x
    X-1*     AAA     $2,030,945,945      N/A         N/A
    X-2*     AAA     $2,030,945,945      N/A         N/A

          * Interest-only class with a notional amount.  
            N/A -- Not applicable.


BAREFOOT RESORT: Court Okays Biddle Law Firm to Close Condo Sales
-----------------------------------------------------------------
The Honorable John E. Waites of the U.S. Bankruptcy Court for the
District of South Carolina gave Barefoot Resort Yacht Club Villas,
LLC, authority to employ James Marshall Biddle, Esq., and the
Biddle Law Firm, P.A., to close the Debtor's real estate sale
transactions.

The Debtor will sell 35 condominium units in Building 3 at the
Barefoot Resort Yacht Club Villas on the Intercoastal Waterway in
Myrtle Beach, South Carolina.

James Marshall Biddle, Esq., a partner at Biddle Law Firm, P.A.,
discloses that the Firm will bill $350 for each sale transaction
closed.

The Firm sought and obtained permission from the Court to be paid
after closing a transaction because of the small amount involved.

Mr. Biddle has disclosed that he was Drake Development Company,
USA's real estate closing attorney from February 2004 until
November 2004.  Drake Development is the sole member of the
Debtor.  At that time, Mr. Biddle was an associate with the law
firm of Rogers Townsend & Thomas, P.C.

Rogers Townsend, located in Myrtle Beach, South Carolina, was in
charge of Drake Development's real estate closing transactions.
After Mr. Biddle's separation from Rogers Townsend, Mr. Biddle
started his own firm.  His only ongoing affiliation with Drake
Development was real estate closings referred to him by Drake as a
real estate sales agency.

Mr. Biddle assures the Court that Biddle Law Firm, P.A., does not
hold or represent any interest adverse to the Debtor or its estate
and the Firm is disinterested as that term is defined in Section
101(14) of the U.S. Bankruptcy Code.

                    About Biddle Law Firm

Biddle Law Firm, P.A., provides services in business law,
litigation law, and real estate.  Mr. Biddle can be contacted at:

      James Marshall Biddle, Esq.
      Biddle Law Firm, P.A.
      4012 Postal Way, Suite A,
      Myrtle Beach, SC 29579
      Tel: (843) 903-1600

          About Barefoot Resort Yacht Club Villas, LLC

Headquartered in Columbia, South Carolina, Barefoot Resort Yacht
Club Villas, LLC -- http://www.drakedevelopment.com/-- operates a   
resort located in North Myrtle Beach, South Carolina.  Drake
Development Company USA owns Barefoot Resort.  The Debtor filed
for chapter 11 protection on Feb. 21, 2006 (Bankr. D. S.C. Case
No. 06-00640).  William McCarthy, Jr., Esq., and Daniel J.
Reynolds, Jr., Esq., at Robinson, Barton, McCarthy, Calloway &
Johnson, P.A., represent the Debtor.  When the Debtor filed for
protection from its creditors, it listed $69,003,578 in assets and
$60,980,655 in debts.


BAREFOOT RESORT: Assuming 35 Condominium Unit Sale Contracts
------------------------------------------------------------
Barefoot Resort Yacht Club Villas, LLC, asks the Honorable John E.
Waites of the U.S. Bankruptcy Court for the District of South
Carolina for authority to assume 35 contracts, free and clear of
all liens, claims, encumbrances, and other interests, pursuant to
Sections 105 and 363(f) of the U.S. Bankruptcy Code.

The Debtor will sell 35 condominium units in Building 3 at the
Barefoot Resort Yacht Club Villas on the Intercoastal Waterway in
Myrtle Beach, South Carolina:

      Unit   Purchaser                    Sales Price
      ----   ---------                    -----------
      3101   Bobby Lee Edwards               $517,500
      3102   Rhett C. McCraw, Jr.            $505,500
      3103   Richard Kingston, Jr.           $451,500
      3104   Walter R. Huresky               $508,500
      3105   Beverley Woods                  $467,500
      3201   David Merison                   $487,500
      3202   David Green                     $445,500
      3203   GSR Photoshop                   $441,500
      3204   Joel Gilley                     $468,500
      3301   Clyde C. Leaver, III            $457,500
      3302   Roger E. White                  $415,500
      3303   Janet Ann Cox                   $441,500
      3304   David A. Klein                  $468,500
      3305   Jon Giles                       $457,500
      3401   Ronald F. Risto                 $567,500
      3402   John Roska                      $415,500
      3403   David F. Guensch                $441,500
      3404   Gary G. Vink                    $518,500
      3405   William E. Jordan               $457,500
      3501   James Gabriel                   $457,500
      3502   W. Wallace Fridy, Jr.           $495,500
      3503   James A. Stewart                $441,500
      3504   Samuel L. Dozier                $518,500
      3505   Ryan C. Abbate                  $507,500
      3601   Thomas R. Hartzell              $457,500
      3602   Mark Edelman                    $415,500
      3603   Todd Luft                       $441,500
      3604   Wayne A. Moyer                  $498,500
      3605   Scott T. Mikelson               $457,500
      3701   William H. Buck                 $472,500
      3702   Beverley Woods                  $430,500
      3703   John V. Bernard                 $456,500
      3704   Max Sweet                       $483,500
      3705   Richard T. Kingston, Jr.        $472,500

      Replacement Sale
      ----------------
      3205   Jonathan K. Fisher (original)   $457,500
      3205   Darin S. Walls (replacement)    $567,500
                                          -----------
                                          $16,508,500
                                          ===========

The replacement sale of unit 3205, the difference between the
replacement price and the original price, less the commissions on
resale, totaling $81,625 will be paid to Jonathan K. Fisher, the
original purchaser, upon Court approval.

The Debtor expects to incur closing attorney's fees totaling
$12,250, other closing costs totaling approximately $52,500, and
tax stamp costs totaling $61,081 on the sale of the 35 units.

The Debtor also requests the Court for authority to pay $349,390
in fees to eight brokers:

      Broker                                Fees
      ------                              --------
   Drake Development Company USA, Inc.     $11,350
   David Klein Real Estate                $226,860
   Sandstone Realty - Brad Schofield       $12,465
   Remax Coastal Properties                $40,665
   Grand Dunes Properties, LLC             $14,625
   Century 21 Coastal Lifestyles           $15,555
   Vanessa G. Chrisafis                    $14,505
   Century 21 Thomas                       $13,365
                                          --------
                                          $349,390
                                          ========

Subject to Court approval, the Debtor, Drake Development Company,
and National Bank of South Carolina have agreed that Drake
Development's broker fees will be accrued but not paid until NBSC
is paid in full.  The total amount of Drake Development's accrued
broker fees on the 35 units is $826,880.

NBSC, the senior lien holder, agreed to accept a release fee until
paid in full.  The release fee will equal to the original sales
price less closing costs, closing attorney costs, deed stamp tax
costs, the co-broker fees, and the difference between the
replacement price and the original price less the co-broker
commissions on the replacement sales which are to be paid to the
original purchasers.  

On the 35 sales, the release fee to NBSC will total $15,951,654.

Debtor seeks authority to distribute the release fee to NBSC after
closing and upon Court approval.

                           Hearing

Judge Waites will convene a hearing at 10:30 a.m. on April 4,
2006, at the J. Bratton Davis U.S. Bankruptcy Court, 1100 Laurel
Street in Columbia, South Carolina.

           About Barefoot Resort Yacht Club Villas, LLC

Headquartered in Columbia, South Carolina, Barefoot Resort Yacht
Club Villas, LLC -- http://www.drakedevelopment.com/-- operates a   
resort located in North Myrtle Beach, South Carolina.  Drake
Development Company USA owns Barefoot Resort.  The Debtor filed
for chapter 11 protection on Feb. 21, 2006 (Bankr. D. S.C. Case
No. 06-00640).  William McCarthy, Jr., Esq., and Daniel J.
Reynolds, Jr., Esq., at Robinson, Barton, McCarthy, Calloway &
Johnson, P.A., represent the Debtor.  When the Debtor filed for
protection from its creditors, it listed $69,003,578 in assets and
$60,980,655 in debts.


BEAR STEARNS: Fitch Affirms 6 Certificate Classes' Low-B Ratings
----------------------------------------------------------------
Fitch Ratings upgrades Bear Stearns Commercial Mortgage Securities
Inc.'s mortgage pass-through certificates, series 2003-PWR2, as:

   -- $26.7 million class B to 'AA+' from 'AA'
   -- $28 million class C to 'A+' from 'A'
   -- $9.3 million class D to 'A' from 'A-'
   -- $12 million class E to 'A-' from 'BBB+'
   -- $10.7 million class F to 'BBB+' from 'BBB'
   -- $9.3 million class G to 'BBB' from 'BBB-'

In addition, Fitch affirms these classes:

   -- $64.9 million class A-1 at 'AAA'
   -- $107 million class A-2 at 'AAA'
   -- $97.2 million class A-3 at 'AAA'
   -- $608.3 million class A-4 at 'AAA'
   -- Interest-only classes X-1 and X02 at 'AAA'
   -- $13.3 million class H at 'BB+'
   -- $5.3 million class J at 'BB'
   -- $5.3 million class K at 'BB-'
   -- $4 million class L at 'B+'
   -- $5.3 million class M at 'B'
   -- $2.7 million class N at 'B-'

Fitch does not rate the $12 million class P.

The upgrades are due to an increase in credit enhancement since
issuance and levels that are in line with the subordination levels
of deals issued having similar characteristics.  As of the March
2006 distribution date, the pool has paid down 4.2% to $1.02
billion from $1.07 billion at issuance.  There is currently one
specially serviced loan (0.3%).

The specially serviced loan (0.3%) is an office property located
in Carlsbad, California, and is currently 30 days delinquent.  The
parent of the former sole tenant filed for bankruptcy and a lease
termination fee was paid.  A portion of the termination fee is
being held back for one year and the balance is being applied to
make monthly loan payments.  The property has been re-leased to a
new tenant, which is a high tech company.

The transaction contains five loans (19.6%) that Fitch considers
investment grade.  Fitch reviewed the most recent operating data
available from the servicers for these loans.

Three Times Square (9.1%) remains stable demonstrated by its
June 30, 2005 occupancy of 98.9%, up slightly since issuance.
Three Times Square is secured by an 883,405 square feet office
building located in Manhattan.  One of the three pari-passu notes
totaling $92.6 million serves as collateral for this transaction.

Based on the year-to-date Sept. 30, 2005 servicer reported net
operating income, the remaining four credit assessed loans:

   * Barrett Pavilion (4.3%),
   * Westside Center (2.9%),
   * Royal SunAlliance Building (1.7%), and
   * Dartmouth Towne Center (1.7%)

have experienced stable performance since issuance.


BLOUNT INT'L: Moody's Upgrades $175MM Subord. Notes' Rating to B2
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Blount
International, Inc., a leading provider of equipment, accessories
and replacement parts to the global forestry and construction
industries.  Blount is currently in negotiations with its lenders
regarding amending certain aspects of its credit facilities.
Moody's is withdrawing its ratings on the existing revolving
credit facility, term loan B and Canadian term loan B in light of
their pending replacement and will not rate the new senior credit
facilities.

Ratings upgraded are:

   * Corporate Family Rating, rated at Ba3 from B1;

   * $175 million senior subordinated notes, due 2012,
     rated at B2 from B3.

   * Outlook changed to stable from positive.

Ratings withdrawn:

   * $100 million senior secured revolving credit facility,
     due 2009, rated at B1;

   * $228 million senior secured term loan B, due 2010,
     rated at B1;

   * $4.7 million Canadian term loan B, due 2010, rated at B1.

The rating upgrade reflects the strong earnings growth and
resulting de-leveraging that Blount has accomplished since the end
of fiscal 2004.  The rating action also credits Blount for its
ability to successfully offset the adverse impact of rising steel
costs through a continued reduction in SG&A expense, which has
declined as a percentage of sales from approximately 18.9% in 2003
to 15.7% in 2005.

The ratings further consider:

   -- the company's leading position in its Outdoor Products
      segment;

   -- the company's track record of stable cash flow generation
      owing in great part to the Outdoor Products business model
      in which approximately 75% of sales are replacement in
      nature;

   -- the distribution and counter-cyclical benefits accruing to
      the Industrial and Power Equipment segment as a result of
      the marketing, trademark and supply agreements with
      Caterpillar, Inc.; and

   -- management's continued capital investment in projects aimed
      at maintaining its low cost manufacturing position.

Blount's ratings are constrained, on the other hand, by:

   a) the cyclicality inherent in its key end markets,
      particularly in its Industrial and Power Equipment segment;

   b) the increasing likelihood of Blount either initiating a
      dividend or stock buy-back policy or pursuing a more
      aggressive acquisition program;

   c) significant cash outlays associated with under funded
      pension obligations and growth capital expenditures; and

   d) the pending exhaustion of the company's carry-forwards
      after which the company's cash tax rate will more closely
      match its effective tax rate.

The change to a stable outlook reflects our anticipation that
Blount will continue to benefit from strong demand in its key end-
markets and continued strong international growth, which should
translate into continued strong free cash flow generation.

Blount has announced that it is in negotiations with its lenders
regarding amending certain aspects of its senior credit
facilities.  The proposed amendments, if approved, will:

   (i) reset pricing at a lower spread;

  (ii) reduce the overall amount available to be borrowed through
       a reduction in the size of the term loan B and an increase
       in the size of the revolver; and

(iii) make certain other modifications to the credit agreeement.

Moody's will not rate the amended senior credit facilities.

Over the next twelve to eighteen months, factors that could have
favorable rating implications include sustained revenue growth and
free cash flow generation resulting in further debt reduction such
that free cash flow as a percentage of debt increases to over 15%
on a sustainable basis.  Factors that could have negative rating
implications include an unexpected cyclical downturn in the North
American forestry industry resulting in a sharp reduction in net
income or an unexpected build in working capital; a sharp increase
in steel prices; the loss of any portion of the company's business
with its largest customers, as well as an abrupt appreciation of
the U.S. dollar that may negatively impact its international
sales.  Additionally, the initiation of a dividend or stock
buyback program that would result in a material reduction in free
cash flow as a percentage of debt could have negative rating
implications as would the announcement of a material, debt-
financed acquisition.

Blount has recently benefited from favorable cyclical conditions,
particularly in its key timber end-markets, and strong
international growth.  Volume increases coupled with higher
average selling prices and increased overhead absorption resulted
in increased operating income and cash flow.  Margins, however,
continue to decrease reflecting higher product costs.  The
company's ability to garner operating leverage out of its existing
selling and administrative capacity offset in great part this
gross margin erosion as reflected in a more muted decrease in
operating margins to 16.0% in 2005 from 16.5% in 2004.

Moody's notes that although Blount's restructuring efforts in
recent years contributed importantly to its improved financial
performance, cyclical factors remain the driving force behind its
financial performance.  As such, its reliance on the cyclical
lumber, pulp and paper end markets remains a constraint on its
ratings.  Additionally, given its significant international sales,
foreign exchange rates play an important role in its performance
in terms of both the price competitiveness of its products in
foreign markets and the currency translation effect. Foreign
currency fluctuations thus can introduce an element of volatility
in its financial performance.  However, Moody's notes that as the
company steadily moves to a less-leveraged capital structure, it
should be in a better position to generate stable cash flow
through the cycle and in spite of volatility in foreign exchange
rates and raw material costs.

Blount Inc., headquartered in Portland, Oregon, is a leading
provider of equipment, accessories and replacement parts to the
global forestry and construction industries.  Blount generated
$757 million in revenues in fiscal 2005.


BOYDS COLLECTION: Orrick Herrington Replaces Swidler as Co-Counsel
------------------------------------------------------------------
The Boyds Collection, Ltd., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Maryland to employ Orrick, Herrington & Sutcliffe,
LLP, as their bankruptcy co-counsel in Maryland, nunc pro tunc to
Feb. 6, 2006.  

Orrick Herrington replaces Swidler Berlin LLP who withdrew as the
Debtors' co-counsel.  Effective Feb. 6, 2006, the principal
lawyers at Swidler representing the Debtors joined the law firm of
Orrick Herrington.

Orrick Herrington is expected to:

  (a) provide the Debtors legal advice with respect to their
      powers and duties as a debtor in possession and in the
      operation of their business and management of their
      property;
  
  (b) represent the Debtors in defense of any proceedings
      instituted to reclaim property or to obtain relief from the
      automatic stay under section 362(a) of the Bankruptcy Code;
  
  (c) prepare any necessary applications and other legal papers,
      and appear on the Debtors' behalf in proceedings instituted
      by or against the Debtors;
  
  (d) assist the Debtors in the preparation of schedules,
      statements of financial affairs and any amendments which the
      Debtors may be required to file in these cases;
  
  (e) assist the Debtors in the preparation of a plan of
      reorganization and a disclosure statement;
  
  (f) assist the Debtors with all legal matters, including, all
      securities, corporate, real estate, tax, employee relations,
      general litigation and bankruptcy legal work; and
  
  (g) perform all other necessary legal services.

Orrick Herrington's professionals and their hourly rates are:

      Professional                             Hourly Rate
      ------------                             -----------
      Roger Frankel, Esq.                         $725
      Monique D. Almy, Esq.                       $525
      Matthew W. Cheney, Esq.                     $490
      Kimberly Neureiter, Esq.                    $375
      Debra O. Fullern , Legal Assistant          $210
      Rachael M. Barainca, Legal Assistant        $140

Mr. Frankel assures the Bankruptcy Court that his firm does not
hold any interest adverse to the Debtors' estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Orrick, Herrington & Sutcliffe LLP -- http://www.orrick.com/-- is  
an international law firm with approximately 850 lawyers in North
America, Europe, and Asia.  The firm focuses on litigation,
complex and novel finance, and innovative corporate transactions.
The firm's 16 offices are located in Hong Kong, Taipei, Tokyo,
London, Milan, Moscow, Paris, Rome, Los Angeles, New York, Orange
County, Pacific Northwest, Sacramento, San Francisco, Silicon
Valley and Washington, D.C.

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and  
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  Andrew N.
Rosenberg, Esq., and Lori E. Kata, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP represent the Official Committee of
Unsecured Creditors.  As of June 30, 2005, Boyds reported $66.9
million in total assets and $101.7 million in total debts.


BROOKSTONE INC: S&P Affirms B Rating & Revises Outlook to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Brookstone Inc. to negative from stable.  At the same time, all
ratings, including the 'B' corporate credit rating, are affirmed.
      
"The revision is based on weaker-than-expected operating results
for the fourth quarter," said Standard & Poor's credit analyst
Ana Lai.  

Same-store sales decreased 7.6% in the fourth quarter and 8% in
the fiscal year ended Dec. 31, 2005, due to declines in the:

   * games,
   * home comfort,
   * bedding, and
   * personal care product categories.

Products in these categories entered the mature stage of their
life cycle after achieving strong sales a year earlier.  As a
result, EBITDA declined to $48.2 million in the quarter, from
$60.6 million a year ago.
     
The ratings on Merrimack, New Hampshire-based specialty retailer
Brookstone reflect:

   * its participation in the highly competitive and fragmented
     specialty gift retail industry;

   * dependence on successful new product development; and

   * significant debt leverage following the October 2005
     leveraged buyout transaction.

These risks are tempered by the company's recognized brand and
healthy profitability.
     
Despite weaker sales and earnings, profitability remains healthy.
Lease-adjusted EBITDA margins declined to about 16.6% from about
17% a year ago.  Moreover, Brookstone plans to leverage its
relationship with OSIM International, its new majority owner, by
broadening its offerings with OSIM products and leveraging OSIM's
sourcing network.  However, the company's success will be heavily
dependent on its ability to maintain a steady stream of new
products.  Competition includes not only other specialty gift
retailers such as Sharper Image Corp., but also department stores
and specialty retailers that focus on selling gifts.  Also,
Brookstone's business is subject to discretionary consumer
spending and exhibits high seasonality.    

Due to weaker-than-expected operating performance in the important
fourth quarter, credit protection measures are weak for the
rating.  Total debt to EBITDA increased to more than 7x in fiscal
2005, from about 6x for the 12 months ended Oct. 29, 2005.  EBITDA
interest coverage declined to about 1.4x from about 1.5x for the
same period.  Although EBITDA growth driven by new products and
cost synergies from its relationship with OSIM could contribute to
some improvement in debt leverage, this measure is expected to
remain high over the next few years.


BUEHLER FOODS: Can Hire Krueger & Associates as Accountants
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
gave Buehler Foods, Inc., Buehler LLC, Buehler of Carolinas LLC
and Buehler of Kentucky LLC, permission to employ Krueger &
Associates, CPA's LLC as their accountants.

Krueger & Associates will:

   1) perform general tax, financial accounting and management
      information consultations to the Debtors, including
      analyzing the Debtors' current tax position and assist in
      preparing all necessary tax returns; and

   2) perform all other tax accountancy services to the Debtors as
      requested by their management consistent with professional
      standards to aid the Debtors in their operations and
      reorganization;

David H. Krueger, the owner of Krueger & Associates, discloses
that his Firm received a $17,500 retainer.

Mr. Krueger reports Krueger & Associates professionals bill:

      Designation          Hourly Rate
      -----------          -----------
      Owner                   $130
      Managers              $80 - $100
      Staff                 $50 - $60
      Clerical              $30 - $40

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

Headquartered in Jasper, Indiana, Buehler Foods, Inc., owns and
operates grocery stores under the BUY LOW and Save-A-Lot banners
in Illinois, Indiana, and Kentucky, North Carolina, and Virginia.
The company also sells gas at about a dozen locations.  In 2004
Buehler Foods acquired 16 Winn-Dixie stores in Louisville,
Kentucky, and renamed them Buehler's Markets.  Founded in 1940,
the company is still run by the Buehler family.  The Company,
along with its three affiliates, filed for chapter 11 protection
on May 5, 2005 (Bankr. S.D. Ind. Case No. 05-70961).  Jerald I.
Ancel, Esq., at Sommer Barnard Attorneys, PC, represents the
Debtors in their restructuring efforts.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets between
$10 million to $50 million and debts between $50 million to
$100 million.


CARMAJON CORP: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carmajon Corp.
        aka Lubins Mens & Boys World
        aka Lubins of Westchester
        aka Lubins-White Plains
        53 Tarrytown Road
        White Plains, New York 10607
        Tel: (914) 683-1900

Bankruptcy Case No.: 06-22116

Type of Business: The Debtor retails dress wear and
                  apparel exclusively for men and boys.
                  See http://www.lubinsofwestchester.com

Chapter 11 Petition Date: March 22, 2006

Court: Southern District of New York (White Plains)

Debtor's Counsel: Robert R. Leinwand, Esq.
                  Robinson Brog Leinwand Greene
                  Genovese & Gluck P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, New York 10105
                  Tel: (212) 586-4050

Total Assets:   $506,807

Total Debts:  $1,925,340

Debtor's 18 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Barry Kirschner                           $602,992
3 Country Club Lane
Pleasantville, NY 10570

Marx Realty & Improvement Inc.            $280,000
c/o Edward J. Schwarz, Esq.
708 Third Avenue
New York, NY 10017

Robert Orlofsky Realty                    $167,861
7 Bryant Crescent
White Plains, NY 10605

JA Besner & Sons Ltd.                      $97,000

PBES                                       $50,000

Vitali Corp.                               $32,955

Willowtree Development                     $32,000

Tallia Hartz & Co.                         $31,692

Canali                                     $27,090

MBNA America                               $26,060

Jack Victor Ltd.                           $22,135

NYS Dept. of Taxation & Finance            $12,200

Bob Hanna                                  $10,535

Princeton Clo. Co.                         $10,346

Verizon                                     $9,000

Arista Air Condition [sic]                  $9,000

Jimmy Sales Corp.                           $8,918

Eisenberg Intl. Corp.                       $8,581


CATHOLIC CHURCH: Portland Panel Disclosure Hearing Set on April 17
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will convene
a hearing to consider approval of the Disclosure Statement filed
by the Tort Claimants Committee describing its proposed Plan of
Reorganization for the Archdiocese of Portland in Oregon on
April 17, 2006, at 9:00 a.m., in Courtroom No. 1, 1001 SW 5th
Avenue, 7th Floor, Portland, Oregon.

At the hearing, Judge Perris will consider whether the Tort
Committee's Disclosure Statement contains adequate information
within the meaning of Section 1125 of the Bankruptcy Code that
will "enable a hypothetical reasonable investor typical of holders
of claims or interests of the relevant class to make an informed
judgment about the plan."

Objections to the Committee's Disclosure Statement must be filed
on or before April 10, 2006, with the Clerk of Court.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Appeals Court Order on Property Dispute
-----------------------------------------------------------------
The Archdiocese of Portland in Oregon and certain other parties-
in-interest who are defendants in the Property of the Estate
litigation filed separate notices advising Judge Elizabeth Perris
that they will take an appeal to the U.S. District Court for the
District of Oregon from the Bankruptcy Court's order:

   * granting the Tort Claimants Committee's request for
     summary judgment and finding that:

     -- certain properties that Portland held for others actually
        constitute property of the Archdiocese's estate; and

     -- Portland holds both legal and equitable title to certain
        test properties so that the Test Properties are property
        of the Archdiocese's estate; and

   * denying the request of the Archdiocese, Parish and
     Parishioners' Class and Committee, and the high school
     associated entities for a final judgment pursuant to Rule
     54(b) of the Federal Rules of Civil Procedure.

The parties-in-interest are:

   (a) the Parishioner Class represented by John Rickman, Glenn
       Pelikan and Johnston Mitchell;

   (b) the Parish Class represented by Rev. Charles Lienert of
       St. Andrews Church in Portland, Rev. Leslie M. Sieg of St.
       Anthony Church (Tigard), and Rev. John Kerns of St. Juan
       Diego Church;

   (c) Committee of Catholic Parishes, Parishioners and
       Interested Parties;

   (d) Phoebe Joan O'Neill;

   (e) Marist High School Parents and Alumni Service Club;

   (f) Friends of Regis High School;

   (g) Regis High School Foundation;

   (h) Marist High School Foundation;

   (i) Central Catholic High School Parents' Association;

   (g) Central Catholic High School Alumni Association;

   (h) Catholic Youth Organization/Camp Howard;

   (i) St. Elizabeth Parish of Portland, Oregon; and

   (j) Missionaries of the Holy Spirit.

The Archdiocese and the other Defendants want the District Court
to review whether:

   (1) the Bankruptcy Court erred as a matter of law:

       -- in determining that individual parishes have
          insufficient civil status to be beneficiaries of a
          trust with identities separate from the Archdiocese,
          and in denying the Archdiocese's request for partial
          summary judgment seeking the contrary conclusion;

       -- in making its ruling when both First Amendment law and
          the Religious Freedom Restoration Act, 42 U.S.C.
          Section 2000bb-2000bb-4 prevent the Bankruptcy Court
          from refusing to acknowledge the separateness of
          parishes; and

       -- in determining that the Tort Committee can avoid, under
          Section 544(a)(3) of the Bankruptcy Code, the interests
          of third parties in the Test Properties and deem the
          Archdiocese's estate to hold both legal and equitable
          title in those properties, even if the avoided
          interests are assumed to be clearly established under
          Oregon law, and when both First Amendment law and RFRA
          prevent the Bankruptcy Court from avoiding the
          interests of third parties; and

   (2) in light of the appropriate legal analysis, the Bankruptcy
       Court erred in entering an order:

       -- striking certain affidavits, exhibits, or portions of
          affidavits or exhibits submitted by the Archdiocese and
          the other Defendants; and

       -- denying claims filed in the bankruptcy action by
          Parishes within the territory of the Archdiocese.

The Archdiocese and the other Defendants ask the District Court to
vacate the Bankruptcy Court's Orders and remand the case for
further proceedings.  

The Defendants emphasize that they want the U.S. District Court
for the District of Oregon -- not the Bankruptcy Appellate Panel
-- to handle their Appeal.

              Portland, et al. Seek Leave to Appeal

The Archdiocese of Portland and the other Defendants further ask
the District Court for leave to appeal.

Douglas R. Pahl, Esq., at Perkins Coie LLP, in Portland, Oregon,
asserts that Judge Perris' Orders have the effect of confiscating
property that the Archdiocese holds in trust for the benefit of
parishes and parishioners.

Mr. Pahl argues that if not reversed, the Orders would enlarge the
estate with real property assets held in trust for the benefit of
third parties from an estimated $21,000,000-estate to an estate
valued at several hundred million dollars, which includes all
parish real properties.

Mr. Pahl points out that if an appeal is not allowed, the
participants in the Archdiocese's bankruptcy case will expend
significant efforts toward the development and approval of a Plan
that is based on a premise that Parish Claimants believe is not
only incorrect, but that appropriates parish assets and violates
parishioner rights, including substantial First Amendment and
religious freedom rights.  The Bankruptcy Court's decision
subjects the churches and schools to liquidation and sale to
satisfy the claims of the Archdiocese's creditors.

An immediate appeal is even more compelling in light of the risk
that, at a later date, Portland and the other Defendants' appeal
rights may evaporate, Mr. Pahl further asserts.

If the Tort Committee's proposed Plan of Reorganization is
confirmed based on the Bankruptcy Court's rulings -- and actions
are taken to substantially consummate that Plan -- the
Archdiocese and the other Defendants may lose their right of
appeal by operation of the mootness doctrine.

Mr. Pahl explains that an immediate appeal of the Orders is
appropriate because:

   (1) the matters in the Orders involve questions of law to
       which there is substantial ground for difference of
       opinion.  The matters are of "District Court level";

   (2) an appeal will materially advance the resolution of the
       adversary proceeding and the main bankruptcy case;

   (3) a review of the Orders will protect significant First
       Amendment rights and religious liberties that were
       compromised;  and

   (4) a review of the Orders will allow for a plan confirmation
       process that more accurately and efficiently reflects the
       assets of the estate, rather than a process which now
       makes available to creditors assets in which the
       beneficial interest is held by third parties.

                   Tort Committee Responds

On behalf of the Tort Committee, Albert N. Kennedy, Esq., at
Tonkon Torp, LLP, in Portland, Oregon, contends that the
Archdiocese and the other Defendants' arguments are without basis.

"The Bankruptcy Court's Orders are not final," Mr. Kennedy
asserts. "Although the Orders involve a controlling question of
law, there is no substantial ground for difference of opinion."

Mr. Kennedy notes that an immediate appeal from the Order will not
materially advance the ultimate termination of the litigation.  
Any stay of the litigation would materially impede the ultimate
termination of the litigation.

However, the Tort Committee believes that an immediate appeal of
the Order may materially advance the ultimate resolution of the
Chapter 11 case so long as the litigation is not stayed.

                   Tort Committee Cross-Appeal

The Tort Claimants Committee notifies the U.S. Bankruptcy Court
for the District of Oregon that it will take a cross-appeal to the
U.S. District Court for the District of Oregon from Judge Perris'
Order regarding certain preliminary legal and evidentiary issues.

Judge Perris ruled on preliminary matters, including whether the
Archdiocese is judicially estopped from arguing that the parishes
and schools are legal entities separate from it.  Judge Perris aid
the Court need not consider whether Portland is judicially
estopped from arguing that the parishes and schools are legal
entities separate from it, because other defendants are not
estopped and the Court must consider the arguments raised by those
other defendants.

Judge Perris also struck certain affidavits and exhibits submitted
by the Archdiocese and the Tort Committee as irrelevant.

The Tort Committee says it wants the District Court, and not
Bankruptcy Appellate Panel, to review the Cross-Appeal.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CLEAN EARTH: Panel Hires Haskell Slaughter as Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky in
Lexington authorized the Official Committee of Unsecured Creditors
of Clean Earth Kentucky, LLC and Clean Earth Environmental Group,
LLC, to retain Haskell Slaughter Young & Rediker, LLC as its
counsel.

Haskell Slaughter will represent the Committee in actions the it
may pursue in connection with pending federal and state court
actions or potential claims against the estates.

Haskell Slaughter's professionals expected to serve in the
Debtor's case and their hourly rates are:

       Professional                     Hourly Rates
       ------------                     ------------
       R. Scott Williams, Esq.              $275
       Meredith Jowers Lees, Esq.           $190
       Latanishia D. Watters, Esq.          $190
       Paralegals                            $95

Mr. Williams assures the Bankruptcy Court that his firm does not
hold any interest adverse to the Debtor's estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.  Mr. Williams adds that his firm also
represents TASSCO, Inc., a creditor in the Debtor's bankruptcy
case.  Mr. Williams can be reached at:

        Haskell Slaughter Young & Rediker, LLC
        1400 Park Place Tower
        2001 Park Place North
        Birmingham, Alabama 35203
        Phone: 205-251-1000
        Fax: 205-324-1133

Haskell Slaughter Young & Rediker, LLC -- http://www.hsy.com/--  
has offices in Birmingham and Montgomery, Alabama, and New York
City.  The firm provides a full range of professional services to
local, regional and national clients.  The firm is divided into
three practice groups: corporate, securities and tax; litigation;
and public finance.

Headquartered in Cynthiana, Kentucky, Clean Earth Kentucky, LLC --
http://www.cleanearthllc.com/-- manufactures specialized sewer  
machines, street sweepers, and refuse trucks.  The Company and its
affiliate, Clean Earth Environmental Group, LLC, filed for chapter
11 protection on Jan. 24, 2006. (Bankr. E.D. Ky. Lead Case No. 06-
50052). Laura Day DelCotto, Esq., at Wise DelCotto PLLC,
represents the Debtors in their restructuring efforts.  R. Scott
Williams, Esq., at Haskell Slaughter Young & Rediker, LLC,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from its creditors, they
estimated individual assets and debts between $10 million to $50
million.


COLLINS & AIKMAN: Balks at Fabric's Request for Lease Payment
-------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates object to
Fabric (DE) GP move to compel them to pay all accrued and unpaid
taxes due postpetition under the Fabric Lease, to continue to make
timely payments pending assumption or rejection of the Lease, and
to provide Fabric with written evidence that the payments have
been made.

The Debtors are tenants under a lease agreement with Fabric, dated
as of June 27, 2002, which covers certain real property in:

    -- Manchester, Michigan,
    -- Albemarle, North Carolina,
    -- Farmville, North Carolina,
    -- Old Fort, North Carolina,
    -- Holmesville, Ohio, and
    -- Springfield, Tennessee.

Collins & Aikman Corporation guaranteed the Debtors' obligations
under the Lease.

As reported in the Troubled Company Reporter on Feb. 23, 2006,
Fabric asserted that $230,744 in postpetition taxes, excluding
interest and penalties, is outstanding under the Lease:

   Bldg. ID    City, State        Due Date     Total
   --------    -----------        --------     -----
    MI0181     Manchester, MI     02/14/06   $57,144
    NC0141     Farmville, NC      01/05/06    36,410
    NC0141     Farmville, NC      01/05/06     1,552
    NC0141     Farmville, NC      01/05/06       972
    NC0151     Old Fort, NC       01/05/06     7,222
    NC0161     Albemarle, NC      01/05/06    79,440
    TN0131     Springfield, TN    12/31/05    12,928
    TN0131     Springfield, TN    02/28/06    35,075

Fabric claimed that the Debtors' failure to pay the taxes
constitutes an Event of Default under the Lease.

Ray C. Schrock, Esq., at Kirkland & Ellis, LLP, argues that
Fabric's attempts to disguise prepetition taxes paid in arrears as
similar to postpetition rent that is paid in advance to unfairly
receive better treatment than all other unsecured, prepetition
creditors.

According to Mr. Schrock, Section 365(d)(3) of the Bankruptcy
Code is not meant to give payment to lessors for prepetition
obligations of a debtor -- which is what Fabric seeks.  Providing
that comfort to Fabric would invite a myriad of other lessors to
seek administrative priority for prepetition taxes, thereby
burdening the Debtors' estates and creditors with the payment of
past costs.  An avalanche of similar motions would only deflect
valuable estate resources from the important work of
restructuring the Debtors' businesses, Mr. Schrock says.

The Official Committee of Unsecured Creditors agrees with the
Debtors' arguments.

                    About Collins & Aikman

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Court Approves Stipulation with Engel Canada
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
authorized Collins & Aikman Corporation and its debtor-affiliates
to enter a stipulation with Engel Canada, Inc., related to
adequate protection payments.    

As reported in the Troubled Company Reporter on March 6, 2006, the
Debtors purchased from Engel an injection-molding machine, Model
No. Victory 1350/200 Tech U.S. Serial No. 71737/200/04.  Engel
believes that it is owed $215,495 for the Machine.  Engel further
believes that it holds a valid, perfected purchase money security
interest in the Machine that secures the alleged indebtedness.

Postpetition, Engel asked the Debtors to adequately protect its
interest in the collateral from diminution in value on account of
the Debtors' continued use of the Machine.

After arm's-length negotiations, the Debtors and Engel entered
into stipulation pursuant to which the Debtors agree to pay Engel  
adequate protection payments of $1,500 per month commencing on  
Nov. 1, 2005, and continuing for so long as the Debtors' have  
possession of the Machine.

                    About Collins & Aikman

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Court Approves Settlement With Sidler
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved Collins & Aikman Corporation and its debtor-affiliates
settlement agreement with Sidler, Inc.

As reported in the Troubled Company Reporter on March 6, 2006,
Sidler supplied the Debtors with certain component parts that
were, in turn, supplied by the Debtors to original equipment
manufacturers in the automotive industry like General Motors
Corporation and DaimlerChrysler Corporation, and other automotive
suppliers in the industry for which the Debtors serve as Tier II
suppliers.

Sidler filed for Chapter 11 protection in the U.S. Bankruptcy
Court for the Eastern District of Michigan, Southern Division in
Detroit, on Nov. 29, 2005 and in December 2005, it advised the
Debtors that it was shutting down its operations and, therefore,
would be ceasing production  of component parts for them.  

Sidler believed that it had a valid lien on Molds owned by the
Customers that was necessary to manufacture the component parts
and would not release them unless the Debtors paid $704,000 in
prepetition amounts owed.

The Debtors responded that they were prohibited from paying as a
consequence of their pending Chapter 11 proceeding.  The Debtors
expected Sidler to release the Molds because they believe that
Sidler did not have a valid lien in the Molds.

In an effort to resolve their dispute, the parties engaged in
extensive negotiations.  As a result, the parties agreed that:

   a. Sidler will immediately release the Molds to the Debtors;

   b. In the event that the Court determines that Sidler had a
      valid lien in the Molds, Sidler would have an allowed
      administrative expense claim in the Debtors' Chapter 11
      cases to the extent of the value of the valid line in the
      Molds.

                   About Collins & Aikman

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit   
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CONGOLEUM CORP: Wants Settlement Pact With Harper Insurance Okayed
------------------------------------------------------------------
Congoleum Corporation and its debtor-affiliates ask the Honorable
Kathryn C. Ferguson of the U.S. Bankruptcy Court for the District
of New Jersey to approve a Settlement Agreement with Harper
Insurance Company Limited, formerly known as Turegum Insurance
Company.

                         Background

Congoleum and Harper are parties to a lawsuit styled Congoleum
Corporation v. ACE American Insurance Company, et al., Docket No.
MID-L-8908-01, pending in the Superior Court of New Jersey, Law
Division, Middlesex County.

In the Coverage Action, Congoleum seeks actual compensatory and
consequential damages plus interest.  Harper denies liability to
Congoleum as alleged and has defended against Congoleum's claims
in the Coverage Action.

Harper subscribed to a 10.5% share of Insurance Policy No.
UJL0389 issued to Congoleum for the policy period April 1, 1977,
to Jan. 1, 1980, by Turegum Insurance Company and some other
London Market companies.

Congoleum and Harper -- the successor to Turegum Insurance Company
-- dispute their respective rights and obligations with respect to
insurance coverage under the Subject Policy for Asbestos Claims.

To resolve the Coverage Dispute, Congoleum and Harper have entered
into a Settlement Agreement.

                       Settlement Agreement

Under the Settlement Agreement, Harper agrees to pay $1,375,000 in
cash to Congoleum, or as otherwise directed in the Plan or
Confirmation Order, on the Trigger Date.

The Settlement Amount will be used only to pay Asbestos Claims and
other amounts payable by the Plan Trust pursuant to the Debtors'
Plan.

The Settlement Agreement also provides for comprehensive mutual
releases by, and among, Harper, the Plan Trust and Congoleum.  In
addition, Congoleum will designate Harper as a Settling Asbestos
Insurance Company entitled to receive a 524(g) Injunction
pursuant to a plan of reorganization.

The Subject Policy has total limits of $1,575,000 excess of
$1,000,000 of primary coverage.  The Settlement Amount is
approximately 87% of policy limits.  The Future Claims
Representative in the Debtors' bankruptcy cases supports the
settlement.

                           Trigger Date

The Trigger Date is the earliest date Harper received a written
notice from the Debtors.

The Debtors must send a notice within three business days after
all three events occurred:

   (1) the Settlement Approval Order is a Final Order;

   (2) the Confirmation Order is a Final Order; and

   (3) the Plan, which includes the 524(g) Injunction, is declared
       to be effective.

                   About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation --
http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.  

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Bondholders.  When Congoleum filed for protection from
its creditors, it listed $187,126,000 in total assets and
$205,940,000 in total debts.

At Sept. 30, 2005, Congoleum Corporation's balance sheet showed
a $35,614,000 stockholders' deficit compared to a $20,989,000
deficit at Dec. 31, 2004.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX: ABL).


CORNELL TRADING: Has Interim Access to Lenders' Cash Collateral
---------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, authorized Cornell
Trading, Inc., on an interim basis, to use cash collateral
securing repayment of its debt to a joint venture that
consists of SB Capital Group, LLC, Tiger Capital Group, LLC, and
CT Acquisition LLC.

The joint venture is the successor-in-interest to KeyBank, N.A.
KeyBank and the Debtor were parties to a fully drawn $7.5 million
Line of Credit Commercial Promissory Note dated Dec. 19, 1997.  

The joint venture allows the Debtor to use its cash collateral
pursuant to a weekly budget.  The Debtor is required to provide
the lenders with an updated budget two-week budget within three
business days after the end of each two-week period.

The Debtor will use the Cash Collateral for the continued
operation of its business and to conduct going-out-of business
sales in several of its stores.

As reported in the Troubled Company Reporter on March 14, 2006,
the Bankruptcy Court allowed the Debtor to conduct store closing
sales and auctions for its store leases.

Under the court-approved lease auction procedures, Cornell will
designate the specific leases to be sold and the timing of
auctions for those leases.  Craig Fox, vice president of Keen
Realty LLC, which has been selected to market the Debtor's leases,
said that 56 April Cornell stores leases authorized for auction
are in premier malls and desired locations across the country.

The proceeds of the store closing sales also constitute the
lenders' cash collateral.

As adequate protection for the use of the cash collateral, the
Debtors grant the lenders replacement liens and security interests
on all of the its assets, including deposit accounts containing
the proceeds of prepetition collateral.

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.


CORUS GROUP: Earns GBP64 Million in Fourth Quarter of 2005
----------------------------------------------------------
Corus Group Plc reported its financial results for the fourth
quarter of 2005.

The Company generated after tax profits of GBP64 million in the
quarter.  This brought after tax profits for the full year to
GBP451 million, compared with GBP441 million in after tax profits
in 2004.

The group slashed its net debt at the end of the year, by GBP21
million to GBP821 million.  At Dec. 31, 2005, the group posted
GBP7.94 billion in total assets, GBP4.56 billion in total
liabilities, resulting in a GBP3.38 million total stockholders'
equity.

                          Financing

Corus redeemed on March 3, 2006, its GBP150 million 11.5%
debenture due 2016.  The Group, which made the redemption to
improve its balance sheet efficiency, estimates that this will
result in a reduction in future net finance costs of GBP7 million
per annum.  The total cost of the early redemption was GBP237
million and the premium paid of GBP87m will be expensed as a non-
recurring finance cost in the Income Statement during the first
quarter of 2006.

In March 2006, the Group has also successfully renegotiated the
terms of its existing EUR800 million bank facility, put in place
in February 2005 and secured a reduction of up to 50% in
commitment fees and margin.  The facility continues to remain
undrawn.

                  Restoring Success Program

Corus launched its Restoring Success Program in June 2003, aimed
at achieving GBP680 million in annual EBITDA benefits until 2006.  
The group already secured GBP555 million in EBITDA benefits in
2005 and aims to achieve the full amount this year.  The program
allowed Corus to underpin its financial results despite a
deterioration of market conditions in 2005.  The program generated
approximately GBP220 million in incremental benefits in 2005.

This year, Corus will focus on carbon steels and aims to develop a
strong and sustainable competitive position in Western Europe.  
The group also aims to secure access to steel making in lower
cost, higher growth regions.

"Corus has again delivered a strong financial result in 2005.  As
the year progressed and market conditions became more challenging,
our performance clearly demonstrated the strong foundations laid
by the Restoring Success program," Chief Executive Philippe Varin,
said.  "The performance improvements, continued disposal of non-
core assets and strengthened balance sheet provide a strong
platform from which we can enter the next phase of our
development.

"The proposed sale of the downstream aluminum operations to Aleris
secures a strong future for these businesses, represents good
value for Corus and is an important step in the Group's strategy,"
he added.

A copy of Corus Group's 2005 financial results is available for
free at http://researcharchives.com/t/s?6d2

                     About the Company

Corus Group PLC -- http://www.corusgroup.com/-- is one of the  
world's largest metal producers with a turnover of over GBP9
billion and major operating facilities in the U.K., the
Netherlands, Germany, France, Norway, Belgium and Canada.

Operating through four divisions -- Strip Products, Long Products,
Aluminum and Distribution & Building Systems - Corus has over
8,000 employees in over 40 countries and sales offices and service
centers worldwide.

Corus was created through the merger of British Steel plc and
Koninklijke Hoogovens N.V.  It suffered six years ago from the
crisis in British manufacturing, which prompted it to shake up
management, close plants, cut jobs, and sell assets to lower debt.  
Its debt was thought to stand at GBP1.6 billion in 2002.

After posting a net loss of GBP458 million in 2003, it embarked on
a restructuring program, signed a new EUR1.2 billion banking
facility, and issued GBP307 million worth of shares.  It returned
to operating profit in the first quarter of 2004.  The recent
recovery of steel prices and the strength of the euro are expected
to help it achieve relatively strong earnings.

                       *     *     *

As reported in the Troubled Company Reporter-Europe on Mar. 8,
Fitch Ratings affirmed Corus Finance PLC's GBP150 million 11.5%
debenture stock at BBB- and simultaneously withdrawn this
rating.  This follows the announcement by Corus Group PLC of its
successful tender for this instrument.  The agency will no
longer provide ratings coverage of this instrument.

At the same time, Fitch has affirmed Corus' Long-term Issuer
Default rating at BB- with Stable Outlook.  The ratings of
Corus' other debt instruments are also affirmed as follows:

  a) Corus Group PLC EUR800 million 7.5% senior notes B+;

  b) Corus Group PLC EUR307 million 3.0% convertible bonds B+;

  c) Corus Finance PLC GBP200 million 6.75% guaranteed bonds B+;   
     and
  
  d) Corus Finance PLC EUR20 million 5.375% guaranteed bonds B+.

The ratings reflect Corus' leading market position as the third
largest steel producer in Europe by volume, and the continued
turnaround in the company's financial performance since 2003.


CREDIT SUISSE: S&P Affirms $7.5 Million Class L Cert.'s B+ Rating
-----------------------------------------------------------------
Fitch Ratings upgraded and removed from Rating Watch Positive
these classes of Credit Suisse First Boston Mortgage Securities
Corp.'s commercial mortgage pass-through certificates, series
2001-CK1:

   -- $42.9 million class B to 'AAA' from 'AA'
   -- $45.4 million class C to 'AAA' from 'A'
   -- $12.6 million class D to 'AAA' from 'A-'
   -- $12.6 million class E to 'AA+' from 'BBB+'
   -- $20.2 million class F to 'A+' from 'BBB'
   -- $17.7 million class G to 'A-' from 'BBB-'
   -- $17.5 million class H to 'BBB' from 'BB+'
   -- $27.4 million class J to 'BB+' from 'BB'
   -- $7.5 million class K to 'BB' from 'BB-'

In addition, Fitch affirms these classes:

   -- $149 million class A-2 at 'AAA'
   -- $498.4 million class A-3 at 'AAA'
   -- Interest-only (I/O) class A-CP at 'AAA'
   -- I/O class A-X at 'AAA'
   -- I/O class A-Y at 'AAA'
   -- $7.5 million class L at 'B+'

Class A-1 has been paid in full. Fitch does not rate classes M, N,
and O.

The upgrades reflect:

   * the increased credit enhancement levels since issuance
     resulting from ten loan payoffs (9.3%);

   * the defeasance of 7.9% of the pool; and

   * the levels of deals issued with similar characteristics.

Fitch identified 22 loans (22.4%) as Fitch loans of concern that
have experienced declines in cash flow and occupancy.  The high
concentration in loans of concern is reflected in the ratings.
Fitch remained concerned about the second largest loan (8.2%) in
the pool, an office building in San Francisco, California.
Occupancy at this property is 77% as of October 2005, which is
slightly below the market occupancy level in San Francisco.
Various concessions are being offered to increase occupancy
levels.  Fitch continues to monitor the leasing activity at the
property.

There are two loans (0.65%) currently in special servicing.  The
largest loan (0.6%) is a 240-unit multifamily property in San
Antonio, Texas and is 90 days delinquent.  The second property
(0.05%) is a 137-pad RV park in Fort Madison, Iowa.  The loan is
also 90 days delinquent.  Recent appraisal valuations indicate
that losses are likely upon the disposition of these assets.

The Stonewood Center Mall (8.4%) and 747 Third Avenue (3.8%) loans
maintain investment grade credit assessments by Fitch.

The Stonewood Center Mall is secured by 638,723 square feet in a
929,792 sf regional mall located in Downey, California.  As of
September 2005, in-line occupancy increased to 98.4% compared with
86% at issuance.

747 Third Avenue is secured by a 404,894 sf office property
located in midtown Manhattan.  As of January 2006, the occupancy
is 95.9% compared with 98.7% at issuance.


DANA CORP: Gets Court Okay to Employ OCPs and Service Providers
---------------------------------------------------------------
The officers and management of Dana Corporation and its debtor-
affiliates regularly call upon a wide variety of professionals,
including, without limitation, attorneys, accountants and
financial consultants, in the ordinary course of business.

A non-exclusive list of these professionals is available at
http://researcharchives.com/t/s?6b6

In addition, in the ordinary course of their businesses, the
Debtors employ a variety of service providers, including, without
limitation:

   (a) actuaries;

   (b) employee benefits consultants;

   (c) engineers and designers;

   (d) environmental consultants and technicians;

   (e) general business consultants;

   (f) governmental consultants;

   (g) human resources consultants;

   (h) information technology consultants, programmers, systems
         designers and technicians;

   (i) insurance brokers;

   (j) marketing consultants;

   (k) medical service providers;

   (l) organizational development and learning;

   (m) public relations firms; and

   (n) trial experts.

The Debtors desire to continue to employ the Ordinary Course
Professionals and Service Providers to render a wide variety of
services to their estates in the same manner and for the same
purposes as the services were provided before the Petition Date.  

Corinne Ball, Esq., at Jones Day, in New York, asserts that it is
essential that the employment of Service Providers and Ordinary
Course Professionals, many of whom are already familiar with the
Debtors' businesses and affairs, is continued to avoid disruption
of the Debtors' normal business operations.

However, it would be costly, time-consuming and administratively
cumbersome to require each Ordinary Course Professional and
Service Provider to apply separately for approval of its
employment and compensation.

Accordingly, the Debtors sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York, to
employ and pay Ordinary Course Professionals and Service
Providers, without the submission of separate retention
applications and the issuance of separate retention orders.

                    OCP Payment Procedures

In most cases, the Debtors do not believe that any of the
Ordinary Course Professionals will have monthly fees of more than
$50,000 or total fees of $1,200,000 during the pendency of the
Debtors' Chapter 11 cases.

Subject to the OCP Fee limits, the Debtors may pay 100% of the
fees and disbursements incurred by an Ordinary Course
Professional upon the submission to, and approval by, the Debtors
of an appropriate monthly invoice setting forth in reasonable
detail the nature of the services rendered and disbursements
actually incurred during the month.

To the extent that the fees of any Ordinary Course Professional
exceed the OCP Fee Limits, the Professional will be required to
submit a statement of fees to:

    -- the Debtors;

    -- Jones Day, the Debtors' counsel;

    -- Sherman & Sterling LLP, counsel to the agent of the DIP
       Lenders;

    -- counsel to the Official Committee of Unsecured Creditors
       and any statutory committee appointed in the Debtors'
       cases; and

    -- the U.S. Trustee.

The Interested Parries will have 30 days after the Statement
Deadline to review the Compensation Statement and object to the
additional fees requested by the Ordinary Course Professional.

If the parties fail to resolve an objection within 15 days
following the end of the Review Period, then the applicable
Ordinary Course Professional will be required to submit a formal
application to the Court for the additional compensation or waive
its right to any fees in excess of the OCP Fee Limits.

Each Ordinary Course Professional that is an attorney located in
the United States will be required to file and serve an affidavit
of disinterestedness.  The U.S. Trustee, the Committees and the
Debtors' postpetition lenders will have 20 days after the receipt
of each affidavit to object to the employment of the Ordinary
Course Professional.

Although certain Ordinary Course Professionals may hold unsecured
claims against the Debtors for prepetition services rendered, the
Debtors do not believe that any of the Professionals have an
interest adverse to the Debtors, their creditors or other
parties-in-interest on the matters for which they would be
employed.

Any Ordinary Course Professional that becomes materially involved
in the administration of the Debtors' Chapter 11 cases, even if
its fees are below the OCP Fee Limits, will be employed in
accordance with Section 327 of the Bankruptcy Code.

                       Service Providers

Although some Service Providers have professional degrees and
certifications, these parties -- like other vendors, suppliers
and service providers -- provide services to the Debtors that
relate to the day-to-day operations of the Debtors' businesses.  
Accordingly, the Debtors believe that the Service Providers are
not acting as "professional persons" under the Bankruptcy Code
and should be treated on terms consistent with other ordinary
course vendors.

The Service Providers are not subject to the OCP Fee Limits, the
OCP Payment Procedures or any other restrictions on Ordinary
Course Professionals.

Any Service Provider that becomes materially involved in the
administration of the Debtors' Chapter 11 cases will be employed
in accordance with Section 327.

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.  Kenneth H. Eckstein, Esq., Thomas Moers
Mayer, Esq., Matthew J. Williams, Esq., and Douglas H. Mannal,
Esq., at Kramer Levin Naftalis & Frankel LLP, represent the
Official Committee of Unsecured Creditors.  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. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)

DANA CORP: Wants to Walk Away from Eight Real Property Leases
-------------------------------------------------------------
Pursuant to Section 365 of the Bankruptcy Code and Rule 6006 of
the Federal Rules of Bankruptcy Procedure, Dana Corporation and
its debtor-affiliates seek authorization from the U.S. Bankruptcy
Court for the Southern District of New York to reject certain
unexpired nonresidential real property leases and related
subleases, effective March 31, 2006.

Corinne Ball, Esq., at Jones Day, in New York, tells the Court
that eight leased properties relate to locations where the
Debtors no longer conduct business and that are not part of the
Debtors' future business plans:

                                                    Monthly Rent/
      Property                    Lessor            Term of Lease
      --------                    ------            -------------
  Office/Warehouse and       Danacq Nashville LLC      $203,702/
  Distribution Facility                                10/26/21
  Antioch, Tennessee.

  123,490 square foot        Greate Pier B.V.          $26,075/
  facility                                             08/31/06
  Fredericksburg,
  Virginia

  50,000 square foot         Kelly C. Petillo &        $15,492/  
  building                   Leora Fay Petillo         05/0808
  Atkins, Virginia.

  General Office located     2319 Hamden               $13,729/
  at One Hamden Center,      Center I, L.L.C.          5/31/07
  Hamden, CT 06518.

  12,700 square foot         U.S. Lodging of           $13,467/
  facility                   Indianapolis L.P.         02/20/09
  Grant County,
  Indiana

  25,000 square foot         U.S. Properties Corp.     $6,800/
  facility                                             10/28/06
  Anniston, Alabama.

  Office and Warehouse       J.A. Morrin Realty        $2,915/
  Space                                                08/31/06
  Holland, Ohio.

  Trucking Facility          Steven G. Hall            $6,856/
  Columbia, Tenn.                                      04/30/07

The continued payment of rent under the Leases is economically
burdensome and would constitute an unnecessary drain on the
assets of the Debtors' estates, Ms. Ball avers.  The base rent
under the Leases aggregates more than $300,000 per month.

Although the Debtors have been able to enter into subleases for
certain of the Leased Properties, the revenue generated by each
Sublease is insufficient to satisfy the Debtors' obligations
under the related Lease, Ms. Ball adds.  Accordingly, the Debtors
propose to reject the Subleases concurrent with the Leases.

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.  Kenneth H. Eckstein, Esq., Thomas Moers
Mayer, Esq., Matthew J. Williams, Esq., and Douglas H. Mannal,
Esq., at Kramer Levin Naftalis & Frankel LLP, represent the
Official Committee of Unsecured Creditors.  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. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)

DANA CORPORATION: Delays Filing of 2005 Annual Reports
------------------------------------------------------
Dana Corporation will not be able to file its Form 10-K for the
fiscal year ended Dec. 31, 2005, on the March 16, 2006, due date
or the March 31, 2006, extended filing date because the company:

   -- requires additional time to complete its financial
      statements and non-financial disclosures in the Form 10-K,
      in light of its bankruptcy filing, and

   -- needs to complete its assessment of internal control over
      financial reporting as of Dec. 31, 2005.

The company expects to file its 2005 Form 10-K on or before
April 30, 2006.

Although the company does not have complete financial information
for full-year 2005, it expects the changes in Dana's results for
2005, as compared to the year 2004, will be consistent with the
changes that were previously reported for the first nine months of
each year.

The reported sales of $7,505 million for the nine months ended
Sept. 30, 2005, compared to $6,755 million for the same period in
2004, and a net loss of $1,226 million for first nine months of
2005, compared to net income of $200 million for the same period
in 2004.

The company also reported that the primary reasons for the
difference in the period-to-period change in net income were the
following items recorded in the third quarter of 2005:

   -- a valuation allowance for net U.S. and U.K. deferred tax
      assets that reduced net income by $918 million in the
      period;

   -- an impairment charge of $275 million after tax resulting
      from plans to divest our non-core engine hard parts, fluid
      products, and pump products businesses; and

   -- aggregate charges of approximately $16 million related to
      the sale of the company's domestic fuel rail business and
      the dissolution of the company's engine bearings joint
      venture with The Daido Metal Company.

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.  Kenneth H. Eckstein, Esq., Thomas Moers
Mayer, Esq., Matthew J. Williams, Esq., and Douglas H. Mannal,
Esq., at Kramer Levin Naftalis & Frankel LLP, represent the
Official Committee of Unsecured Creditors.  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. 4; Bankruptcy
Creditors' Service, Inc., 215/945-7000)

DELPHI CORP: Inks Employee Reduction Agreement with GM and UAW
--------------------------------------------------------------
General Motors Corp. (NYSE: GM), the United Auto Workers union and
Delphi Corp. have reached an agreement to reduce the number of
U.S. hourly employees through an accelerated attrition program.  
The agreement, which is an important contributor to GM's
turnaround plan in North America, is subject to approval of
Delphi's participation by the Bankruptcy Court.

The program is expected to be offered to U.S. hourly employees at
GM and select UAW-represented members of Delphi's hourly work
force.  It will include a combination of early retirement
incentives and other considerations to help reduce employment
levels at both GM and Delphi in a manner that benefits both
eligible employees and the companies.

"When we announced the capacity rationalization and employment
reduction plan late last year, we said we'd be working with UAW
leadership to develop an accelerated attrition program that would
help us achieve needed cost reductions as rapidly as possible,
while at the same time responding to the needs of our employees,"
said GM Chairman and Chief Executive Officer Rick Wagoner.  "We
are pleased that this agreement will help fulfill that important
objective.  In addition, the agreement will enhance the prospects
for GM, the UAW, and Delphi to reach a broad-based consensual
resolution of the Delphi restructuring."

The program will be offered to all GM hourly employees, but
overall acceptance rates will depend on individual employee
decisions.  The program also permits the flow of UAW-represented
Delphi employees back to GM until September 2007.  In addition,
eligible UAW-represented Delphi employees may elect to retire from
Delphi or flow back to GM and retire.

Under the agreement, GM has agreed to assume the financial
obligations related to the lump sum payments to be made to
eligible Delphi U.S. hourly employees accepting normal or
voluntary retirement incentives and certain post-retirement
employee benefit obligations related to Delphi employees who flow
back to GM under the plan.  GM expects to record the cost
associated with the attrition program in 2006.  The cost will be
incurred as employees agree to participate.

                         About UAW

United Automobile Workers of America (UAW) is one of the largest
and most diverse unions in North America, with members in
virtually every sector of the economy.

UAW-represented workplaces range from multinational corporations,
small manufacturers and state and local governments to colleges
and universities, hospitals and private non-profit organizations.

The UAW has approximately 640,000 active members and over 500,000
retired members in the United States, Canada and Puerto Rico.

                   About General Motors Corp.

General Motors Corp. -- http://www.gm.com/-- the world's largest  
automaker, has been the global industry sales leader for 75 years.  
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries.  In 2005, 9.17 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM operates one of the
world's leading finance companies, GMAC Financial Services, which
offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                      About Delphi Corp.

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


DELTA AIR: Trustee Nominates 9 Members for Retired Pilots' Panel
----------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2,
recommended nine individuals to serve on the Official Committee of
Retired Pilots in Delta Air Lines, Inc. and its debtor-affiliates'
chapter 11 cases.

The proposed members of the Retired Pilots Committee are:

     (1) James Gray
         DP3 slate
         DP3 Board of Trustees Chairman
         63 years old
         post-1997 retiree
         former ALPA negotiator

     (2) James Haigh
         DP3 slate
         DP3 Trustee
         disability benefits
         63 years old
         post-1997 retiree
         arbitrator

     (3) Donald Mairose
         DP3 slate
         DP3 Trustee
         approximately 71 years old
         pre-1997 retiree
         former ALPA chairman

     (4) Reuben Black
         DP3 slate
         DP3 Secretary
         approximately 69 years old
         pre-1997 retiree
         former ALPA contract negotiator

     (5) Joan D. Greene
         not DP3
         Spouse of deceased pilot and Primary Participant/
         Husband deceased before 1997

     (6) Verne Eling
         not DP3
         approximately 63 years old
         post-1997 retiree
         retained private counsel
  
     (7) Charles Tarpley
         not DP3
         approximately 66 years old
         post-1997 retiree
         disability benefits
         attorney and MBA
         former Pan-Am pilot

     (8) Donald Romley
         not DP3
         approximately 61 years old
         post-1997 retiree
         previous bankruptcy experience as a trustee

     (9) Sid Margrey
         DP3-not on slate
         approximately 63 years old
         post-1997 retiree
         attorney
         former National and Pan-Am pilot.

The U.S. Trustee says that her recommendations are subject to
approval from the U.S. Bankruptcy Court for the Southern District
of New York.

The U.S. Trustee says that she received 114 acceptance forms
before the February 21, 2006 deadline and 16 additional forms
after the due date.  Amid complaints by retired pilots that they
had insufficient time to return the forms, Ms. Martini considered
all forms received as of February 29.

The U.S. Trustee believes that having retired pilots with
different backgrounds increases the credibility of the Retired
Pilots Committee.  Accordingly, the U.S. Trustee organized the
Committee so that it will consist of:

    -- a mix of members of DP3, Inc., doing business as Delta
       Pilots' Pension Preservation Organization, and non-DP3
       members;

    -- a certain number of retired pilots with advanced degrees
       or negotiating experience;

    -- retired pilots on long term disability;

    -- a mix of retired pilots who retired both before and after
       healthcare benefits were changed in 1997;

    -- a mix of retired pilots above the age of 65 (and eligible
       for certain government health benefits), and below the age
       of 65;

    -- retired pilots who flew for airlines acquired by Delta,
       including Pan American Airways; and

    -- spouses who were Primary Participants.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in      
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELTA AIR: Resolves Siemens' Lease-Decision Request
---------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 2, 2006,
Siemens Building Technologies, Inc., asked the U.S. Bankruptcy
Court for the Southern District of New York to compel Delta Air
Lines Inc., and its debtor-affiliates to assume or reject their
unexpired executory contract, dated Sept. 27, 2004.

Delta Air reported that pursuant to a Court-approved stipulation,
it has reach an agreement with Siemens to resolve Siemens'
request for immediate assumption or rejection of their contract.

The Debtors filed a copy of the stipulation with the Court under
seal, citing that the settlement contains sensitive commercial
information.  The Debtors did not indicate whether money changed
hands or whether they intend to assume or reject the contract.

The Debtors have provided a copy of the Stipulation to counsel to
the Official Committee of Unsecured Creditors.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in      
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELTA AIR: Gets Court Nod to Execute DFASS Ventures Agreement
-------------------------------------------------------------
Delta Air Lines, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to perform
its obligations under a Duty Free Services Agreement, dated
Feb. 1, 2006, with DFASS Ventures, LLC.

As reported in the Troubled Company Reporter on Mar. 14, 2006, in
the ordinary course of business and as service to its passengers,
Delta has arranged, through the Agreement, to make duty-free items
available for purchase by passengers on certain flights.

Under the terms of the Agreement, DFASS will provide duty-free
merchandise to Delta for sale aboard specified flights.  DFASS
will also provide an in-flight brochure advertising the
Merchandise, handheld computers for use by Delta's flight
attendants to record on-board sales and various ancillary
services required for the sale of Merchandise.  The Merchandise
remains the property of DFASS unless and until a passenger
purchases it.

In exchange for allowing the Merchandise to be placed aboard
specified flights, allowing DFASS to be the exclusive supplier of
duty-free goods on those flights, providing certain other
services to DFASS and fulfilling certain other obligations as set
forth in the Agreement, Delta will receive specified signing and
renewal bonuses, a periodic commission based on a percentage of
total sales volume, sales commissions for flight attendant crew
members engaged in sales activities and certain other rights.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
asserts that the performance by Delta of its obligations under
the Agreement is well within the authority granted by Section
363(c)(1) for the Debtors to enter into transactions in the
ordinary course of business.

Mr. Huebner notes that the size of the Agreement is small in
relation to the size of Delta's estate and to Delta's other
contractual arrangements.  Further, airline debtors-in-possession
and airlines operating outside of Chapter 11 routinely enter into
and perform obligations under contracts of this size and type.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in      
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DOANE PET: Completes Exchange Offer for 10-5/8% Senior Sub. Notes
-----------------------------------------------------------------
Doane Pet Care Company completed its offer to exchange up to
$152 million principal amount of its 10-5/8% Senior Subordinated
Notes due 2015 for a like principal amount of 10-5/8% Senior
Subordinated Notes due 2015.  The new notes have substantially
identical terms as the old notes, except that the new notes have
been registered under the Securities Act of 1933, as amended, and
do not contain registration rights, provisions for additional
interest or restrictions on transfer.  The new notes, like the
outstanding notes, are not listed on any securities exchange.

The exchange offer expired, as scheduled, at 5:00 p.m., New York
City time, on March 16, 2006.  All $152 million principal amount
of the old notes were validly tendered and not withdrawn pursuant
to the exchange offer.  Following the consummation of the exchange
offer, none of the old notes remain outstanding.

Wilmington Trust Company is the exchange agent for the exchange
offer and the trustee for new notes.  Copies of the prospectus may
be obtained from:

     Wilmington Trust Company
     Attention: Sam Hamed
     Corporate Capital Markets
     1100 N. Market Street
     Rodney Square North
     Wilmington, Delaware 19890

                  About Doane Pet Care Company

Doane Pet Care Company -- http://www.doanepetcare.com/-- based in
Brentwood, Tennessee, is the largest manufacturer of private label
pet food and the second largest manufacturer of dry pet food
overall in the United States. The Company sells to approximately
550 customers around the world and serves many of the top pet food
retailers in the United States, Europe and Japan.  The Company
offers its customers a full range of pet food products for both
dogs and cats, including dry, semi-moist, soft-dry, wet, treats
and dog biscuits.

Doane Pet Care Company's 10-5/8% Senior Subordinated Notes due
2015 carry Moody's Investors Service's Caa1 rating and Standard &
Poor's B- rating.


EAGLEPICHER HOLDINGS: Taps Duff as Fresh Start Valuation Expert
---------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of Ohio to employ Duff & Phelps, LLC as their valuation service
provider, nunc pro tunc to the Petition Date.

The Debtors expect Duff & Phelps to estimate the fair value of
their tangible and intangible assets upon confirmation of their
plan of reorganization in compliance with Statement of Financial
Accounting Standards No. 142.  

The Debtors selected Duff & Phelps because of the firm's requisite
resources in providing contemplated valuation services.

To the best of the Debtors' knowledge, Duff & Phelps does not hold
or represent any interest adverse to the Debtors' estates and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Duff & Phelps' professionals bill $225 per hour, exclusive of out-
of-pocket and administrative expenses.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer    
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).  
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  Miller
Buckfire & Co., LLC, was retained by the Debtors and the Official
Committee of Unsecured Creditors for additional financial advice.  
Paul S. Aronzon, Esq., at Milbank, Tweed, Hadley & McCloy LLP
provides the Creditors' Committee with legal advice.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


FAIRFAX FIN'L: Moody's Shifts Ba3 Debt Rating Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service revised its rating outlook for Fairfax
Financial Holdings Ltd., Odyssey Re Holdings Corporation, and the
rated insurance operating subsidiaries of Odyssey Re to negative
from stable.  This action follows the announcement that Odyssey Re
would delay the filing of its 2005 Form 10-K with the Securities
and Exchange Commission in conjunction with its previously
announced restatement of its financial results for the years 2001
through 2004, and the nine months ended Sept. 30, 2005.  As a
result, Fairfax Financial will also delay the filing of its annual
statement.  The Baa3 insurance financial strength ratings of
United States Fire Insurance Company and North River Insurance
Company, lead members of the Crum & Forster Insurance Group, were
unaffected by the action.

The 10-K filing delay for ORH is primarily due to a review of
finite reinsurance contracts at Odyssey Re that resulted in
changing the accounting treatment for ten reinsurance contracts
purchased between 1998 and 2004 by Odyssey Re.  As part of its
earnings release on Feb. 9, 2006, Odyssey Re estimated that the
restatement would reduce ORH's shareholders' equity by
approximately $8 million.

According to Moody's, the negative outlooks reflect ORH's delay in
filing its 10-K and the consequent delay in the filing of FFH's
annual report.  Specific concerns include the potential for
additional financial restatements as well as the ongoing
regulatory investigations.  The filing of Odyssey Re's Form 10-K
within approximately 30 days and Moody's subsequent confirmation
that the company's financial and operational characteristics --
including an assessment of any control weaknesses -- remain
appropriate for its rating level would likely result in a return
to a stable outlook for ORH and FFH.  Further significant negative
revelations could lead to a review for possible downgrade of the
ratings.

The ratings of Odyssey Re are based on expectations that:

   (1) the company will maintain discipline in the reinsurance
       market, reducing premium volume in the event of pricing
       weakness;

   (2) adjusted financial leverage will moderate to under 25% in     
       the medium term;

   (3) gross underwriting leverage will remain within the mid-
       single digits;

   (4) cash coverage of interest and stockholder dividends would
       remain at 3x or better;

   (5) adverse reserve development will remain less than 5% of
       total loss reserves; and

   (6) investigations into ORH's finite transactions will not
       result in a material negative impact on common equity.

FFH's rating is based on these expectations:

   -- holding company cash remains at or above approximately $400
      million by year-end 2005;

   -- pre-tax coverage for interest, hybrid fixed payments, and
      preferred share dividends remains above 1x for 2005;

   -- financial leverage continues to improve moderately with
      debt/hybrids/preferreds to total capital staying below 48%
      at year-end 2005;

   -- only moderate adverse reserve development after
      reinsurance;

   -- a net reinsurance recoverables to common equity ratio that
      is below 2.0x at year-end 2005; and

   -- investigations into finite transactions do not result in a
      material negative impact on FFH's common equity.

These outlooks were changed to negative from stable:

   * Fairfax Financial Holdings Ltd. - senior debt at Ba3;

   * Odyssey Re Holdings Corporation -- senior unsecured at Baa3;

   * Odyssey America Reinsurance Corporation - insurance
     financial strength at A3;

   * Clearwater Insurance Company - insurance financial strength
     at A3.

These ratings were unaffected, and continue to have stable
outlooks:

   * North River Insurance Company - insurance financial strength
     at Baa3;

   * United States Fire Insurance Company - insurance financial
     strength at Baa3;

   * Crum & Forster Holdings Corporation -- senior unsecured at
     Ba3.

This rating was unaffected, and continues to have a negative
outlook:

   * TIG Capital Trust I -- backed preferred stock at B2.

Fairfax Financial Holdings, based in Toronto, Ontario, is a
financial services holding with subsidiaries engaged in property
and liability insurance and reinsurance in Canada, the United
States, and internationally.  Odyssey Re Holdings Corp.,
headquartered in Stamford, Connecticut, is majority owned by
Fairfax Financial, and primarily writes commercial reinsurance
coverages through its flagship company, Odyssey America
Reinsurance Corporation.  For 2005, Fairfax Financial reported
total revenue of $5.9 billion, a net loss of $498 million, and
year-end shareholders' equity of $2.8 billion.  Odyssey Re
reported total revenue of $2.6 billion, a net loss of $100 million
and year-end shareholders' equity of $1.7 billion.


FALCONBRIDGE LTD: Adopts Poison Pill to Slow Any Creeping Takeover
------------------------------------------------------------------
Falconbridge Limited (TSX:FAL.LV)(NYSE:FAL) enacted a new
shareholder rights plan designed to prevent a creeping takeover of
the Company and preserve its ability to obtain the best value for
all shareholders.  

The plan will also provide the share ownership stability to
protect the opportunity for shareholders to tender to the existing
Inco Limited takeover offer or any other bid for the Company.  

The Company's board is convinced that a creeping takeover would be
detrimental to the best interests of the shareholders and not in
the best interest of the Company.

The rights plan will not prevent an offer made to all shareholders
for all of their shares.

During recent shareholder visits in North America and in Europe,
many of the Company's shareholders have voiced both the need to
permit an offer for all shares and their concerns with the
possibility of a creeping takeover.  The plan gives the Board of
Directors an effective tool in responding to an attempt to acquire
control through a progressive increase in ownership without an
offer to all shareholders.

The rights issued under the rights plan become exercisable when a
person, together with any parties related to it, acquires or
announces its intention to acquire 20% or more of the
Corporation's outstanding common shares without complying with the
"Permitted Bid" provisions of the rights plan or without approval
of the Board of Directors of the Corporation.  If an acquisition
occurs, rights holders (other than the acquiring person and
related persons) can purchase common shares of the Corporation at
half the prevailing market price at the time the rights become
exercisable.

Under the rights plan, a Permitted Bid is a bid made to all
holders of the Corporation's common shares for all of their
shares. If at the expiry of the bid at least 50% of the
outstanding shares, other than those owned by the offeror and
certain related parties have been tendered, the offeror may take
up and pay for the shares.

The issuance of the shares upon exercise of the rights is subject
to receipt of certain regulatory approvals.  Shareholders must
confirm the rights plan within six months.

Falconbridge has retained the services of CIBC World Markets as
financial advisors and McCarthy Tetrault LLP as legal advisors.

                      About Falconbridge

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

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


FALCONBRIDGE LTD: Redeeming $500 Million of Jr. Preference Shares
-----------------------------------------------------------------
Falconbridge Limited disclosed that it intends to redeem a total
of 20,000,000, or US$500 million, of its outstanding Junior
Preference Shares.  The Junior Preference Shares will be redeemed
on April 26, 2006 from holders of record on March 22, 2006.  
Falconbridge intends to utilize its internal cash resources to
fund the redemption.

In accordance with the terms of the Junior Preference Shares,
Falconbridge will redeem shares of each series of the Junior
Preference Shares on a pro rata basis as follows: 8,000,000 Junior
Preference Shares, Series 1 (approximately 67% of shares
outstanding, TSX: NRD.PR.X), 8,000,000 Junior Preference Shares,
Series 2 (approximately 67% of shares outstanding, TSX: NRD.PR.Y),
and 4,000,000 Junior Preference Shares, Series 3 (approximately
67% of shares outstanding, TSX: NRD.PR.Z).

The number of shares to be redeemed from each holder within each
series of Junior Preference Shares will also be determined on a
pro rata basis.  Each Junior Preference Share will be redeemed at
a price of US$25.25 plus accrued and unpaid dividends for the
period from and including March 31, 2006 to and including April
25, 2006.

After giving effect to the redemption of the 20,000,000 Junior
Preference Shares, the company will have outstanding 3,999,899
Junior Preference Shares, Series 1, 3,999,899 Junior Preference
Shares, Series 2, and 1,999,903 Junior Preference Shares, Series
3.

                      About Falconbridge

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

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


FIRSTLINE CORP: Has Until April 10 to File Bankruptcy Schedules
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Georgia set
Apr. 10, 2006, as the deadline for FirstLine Corporation to file
its Schedules of Assets and Liabilities.

The Debtor tells the Court that it is still accumulating data and
reviewing records to prepare the Statement of Affairs, Schedules,
Lists and Initial Reports to be filed to the U.S. Trustee.  The
Debtor says that it needs an additional 20 days from its Mar. 21,
2006, deadline in order to properly determine the amounts owed to
its creditors and to properly identify and catalogue its assets
and accounts receivable.

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and   
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).  
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor in its restructuring efforts.  As of Jan. 31, 2006, the
Debtor reported assets totaling $37,061,890 and debts totaling
$26,481,670.


FIRSTLINE CORP: U.S. Trustee Appoints Seven-Member Creditors Panel
------------------------------------------------------------------
The U.S. Trustee for Region 21 appointed seven creditors to serve
on the Official Committee of Unsecured Creditors in FirstLine
Corporation's chapter 11 case:

       1. Sean Browne, CFO
          Trademark Plastics Corporation
          2201 Edgar Road
          P.O. Box 4009
          Linden, New Jersey 07036
          Tel: (908) 925-5900, ext. 245
          Fax: (908) 925-1180

       2. John Rainey
          Accountant
          Standridge Color Corporation
          1196 Hightower Trail
          Social Circle, Gergia 30025
          Tel: (770) 464-3362, ext. 1257
          Fax: (770) 464-2202

       3. Roger Kolm, President
          Kolm Polymers, Ltd
          P.O. Box 130415
          The Woodlands, Texas 77393-0415
          Tel: (281) 364-6904
          Fax: (281) 364-6921

       4. Bob Mularz
          Senior Credit Analyst
          Formosa Plastics Corp.
          9 Peach Tree Hill Road
          Livingston, New Jersey 07039
          Tel: (973) 716-7214
          Fax: (973) 716-7450

       5. Steve J. Todt
          Managing Member
          Orion Polymers, LLC
          P.O. Box 2967
          Murfreesboro, Tennessee 37133-2967
          Tel: (615) 848-2911
          Fax: (615) 849-2995

       6. Wes Baker
          Sales Manager
          Lastique International Corp.
          8331 Can Run Road
          Louisville, Kentucky 40258
          Tel: (678) 319-1566
          Fax: (678) 319-0422

       7. Letha Black
          Assistant Constroller
          Poly-America, L.P.
          2000 West Marshall Drive
          Grand Prairie, Texas 75051
          Tel: (972) 337-7267
          Fax: (972) 337-8267

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Valdosta, Georgia, FirstLine Corporation --
http://www.firstlinecorp.com/-- supplies home-building and   
construction materials.  The company filed for chapter 11
protection on Mar. 6, 2006 (Bankr. M.D. Ga. Case No. 06-70145).  
Ward Stone, Jr., Esq., at Stone & Baxter, LLP, represents the
Debtor in its restructuring efforts.  As of Jan. 31, 2006, the
Debtor reported assets totaling $37,061,890 and debts totaling
$26,481,670.


FLYI INC: Greater Orlando Wants Carrier to Turnover PFC Funds
-------------------------------------------------------------
The Greater Orlando Aviation Authority asks the U.S. Bankruptcy
Court for the District of Delaware to:

   a. determine that the Passenger Facility Charges funds will be
      remitted to the Airport Authority;

   b. compel FLYi Inc. and its debtor-affiliates to pay all
      postpetition rental obligations to the Airport;

   c. mandate the rejection of the lease to the extent that the
      Debtors are not paying their current obligations or not
      using the facilities;

   d. deem personal property left at the Airport abandoned by the
      Debtors; and

   e. determine that the automatic stay des not bar a draw on the
      LOC by allowing the application of the required sums to
      satisfy the prepetition indebtedness or, in the
      alternative, grant the Airport Authority relief from the
      automatic stay to the extent necessary to permit it to draw
      on the LOC prior to its expiration.

The Greater Orlando Aviation Authority is the owner and operator
of the Orlando International Airport, including the facilities at
the Airport.

Margaret Manning, Esq., at Buchanan Ingersoll PC, in Wilmington,
Delaware, relates that the Debtors have used the Airport's
facilities in their business operations by:

   a. causing passenger aircraft to land and takeoff from
      the Airport;

   b. using the Airport's terminal space, including gates,
      offices, baggage and ramp areas;

   c. using non-terminal space, including the cargo area and
      aircraft parking spaces; and

   d. using the Airport equipment, including common use baggage
      handling equipment and check-in equipment.

Ms. Manning discloses that the Debtors owe $92,754 to the Airport
Authority for services and use of the facilities prior to the
Petition Date.

From the bankruptcy petition date to Feb. 28, 2006, the Debtors
failed to pay an estimated $263,047 in rent, landing fees, and
other related charges, Ms. Manning adds.

                  Passenger Facility Charges

Since commencing operations at the Airport, the Debtors were
required to collect and remit to the Airport Authority Passenger
Facility Charges -- $3 per passenger.  The PFCs are added to the
price of each ticket sold.  The proceeds are used by the Airport
Authority for airport development.

The PFC trust has several characteristics:

   a. Clear trust relationships

      The air carrier serves as the trustee and is responsible
      for collecting the PFCs, accounting for them, and remitting
      them on a timely basis, and the public agencies serve as
      the beneficiaries of the trust.

   b. Segregation not required

      To address the concerns of the carriers, the PFC trust
      established does not require segregation of the trust
      corpus in a separate account.

   c. Accounting and Reporting Requirements

      Carriers are subjected to detailed PFC record keeping,
      auditing and reporting requirements to ensure that, despite
      commingling, PFC funds maintain their integrity as trust
      proceeds.

Effective December 12, 2003, Congress enacted additional
protection for the collection of PFCs, including:

   a. recognition of the evolving case law that placed those fees
      as trust funds;

   b. providing that the commingling of PFCs will not defeat
      their trust fund status; and

   c. prohibiting the granting of a security interest in the PFC
      revenue.

Under the PFC regulatory scheme, PFCs are trust funds collected
by the Debtors and their agents and held for the benefit of the
Airport.

The air carriers, including the Debtors, have no equitable
interest or legal interest in the PFCs and thus, PFCs are not
property of the estate pursuant to Section 541 of the Bankruptcy
Code, Ms. Manning emphasizes.

Prior to the Petition Date, the Debtors had complied with the
accounting and remittance requirement of the PFC regulations.  
The Debtors have continued to collect PFCs as required by statute
and by regulations.

The Debtors failed to remit the PFC trust funds for December 2005
and January 2006 for approximately $32,128, according to Ms.
Manning.

The Debtors' obligations to the Airport Authority are secured by
a Letter of Credit for $392,200, which expires on October 13,
2006, Ms. Manning relates.

Ms. Manning points out that the Debtors have had ample time and
opportunity to assess their position with respect to their
leases.  Moreover, the Airport Lease is not a primary or
significant asset of the Debtors.

Ms. Manning argues that the Debtors are in default of their
postpetition obligations under the Airport Lease and should not
be allowed to continue to benefit from the Lease.

The Debtors have had ample time to seek a return of their
personal property, including various equipment items and computer
equipment, in the Airport terminal but have failed to do so, Ms.
Manning relates.  They also failed to seek permission from the
Airport Authority to store their personal property at the Airport
or arranged for a date in the future to retrieve the property.

Moreover, the proceeds of a letter of credit payable to a
creditor are not property of the estate, Ms. Manning contends.  
Thus, the automatic stay does not apply.

                       Debtors Object

Ian S. Fredericks, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that because of the Debtors'
numerous cancelled flights and customer refunds, the amount of
the PFC Funds owing to the Greater Orlando Aviation Authority is
much less than $32,128 and may even result in a net refund to the
Debtors.  "The Debtors have contacted the Airport Authority and
are attempting to reconcile the correct dollar figure for the PFC
Funds still owing."

In addition, the Debtors do not agree with the Authority's
$263,047 estimate that's allegedly due under the Airline-Airport
Lease and Use Agreement.

Mr. Fredericks also points out that the Lease and Use Agreement
already has been deemed rejected, effective as of March 7, 2006.

The Debtors are willing to stipulate to an abandonment of certain
personal property located at the Orlando airport, and to the
lifting of the automatic stay to the extent necessary to set off
the Airport Authority's prepetition debt against any draw it is
able to make on the letter of credit, Mr. Fredericks adds.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLYI INC: Committee Hires Giuliani Capital as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in FLYi,
Inc., and its debtor-affiliates chapter 11 cases, sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to retain Giuliani Capital Advisors LLC as its
financial advisors effective as of Nov. 15, 2005.

As reported in the Troubled Company Reporter on Jan. 19, 2006,
Giuliani Capital is expected to:

    (a) advise the Committee regarding the Company's business
        plans, cash flow forecasts, financial projections and cash
        flow reporting;

    (b) advise the Committee with respect to capital
        restructuring, sale and financing alternatives;

    (c) advise the Committee regarding financial information
        prepared by the Company and its coordination of
        communication with interested parties;

    (d) advise the Committee in preparing for, meeting with, and
        presenting information to interested parties and their
        advisors;

    (e) advise the Committee in the development of a plan of
        reorganization and negotiation with parties-in-interest or
        in the sale of Company assets;

    (f) advise the Committee as to the Company's proposals from
        third parties for new sources of capital or the sale of
        the Company, and advise on the positioning and preparation
        of marketing materials;

    (g) assist and advise the Committee and its counsel in the
        development, evaluation and documentation of any plan of
        reorganization or strategic transactions;

    (h) provide testimony in the Bankruptcy Court in connection
        with the services they will provide; and

    (i) other services as may be requested by the Committee and
        agreed to by Giuliani Capital.

Elizabeth Borrow, managing director of Giuliani Capital Advisors,
relates that the firm has represented official committees of
unsecured creditors in several recent bankruptcy proceedings in
the airline industry.

Ms. Borrow assures Judge Walrath that Giuliani Capital does not
represent any entity having an adverse interest in connection
with the Debtors' cases, except as disclosed to the Court.

The firm will charge $150,000 per month for the first two months
of its engagement, and $100,000 per month thereafter, plus
reimbursement of actual and necessary expenses incurred.

On termination of Giuliani Capital's engagement, a prorated
portion of the Monthly Advisory Fee will be returned to the
Debtors to adjust for any partial month period in the month of
that termination.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLYI INC: Wants to Sell Operating Certs. to Northwest for $2 Mil.
-----------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve the sale of their
airline operating certificates and other related assets to an
affiliate of Northwest Airlines, Inc., for $2 million, pursuant to
a certain purchase agreement.

According to M. Blake Cleary, Esq., at Young Conway Stargatt &
Taylor, LLP, in Wilmington, Delaware, Northwest's bid for the
Assets was the best and highest offer.

The Assets to be acquired are:

    a. DOT Certificates;
    b. Federal Aviation Administration Certificates;
    c. FCC Licenses;
    d. Manuals;
    e. Proprietary Maximo Software;
    f. Equipment, which include:

       * 11 Intel Servers
       * 1 IBM S7A Servers for Maximo
       * 1 E20 Storage for Maximo
       * 1 Aircom Server
       * 3 Computer Racks
       * 1 Dictaphone Voice Recording System
       * 1 SOC Radio
       * 64 Ground School Equipment
       * 1 Emergency Go Kit Contents; and

    g. Assumed Contracts:

       * Maintenance and Lease Agreement, dated July 10, 2002,
         with Advanced Optimization Systems, Inc., and

       * Maximo Software License and Maintenance Agreement dated
         September 22, 1999, with Project Software & Development,
         Inc.

Mr. Cleary discloses that the Assumed Liabilities consist of the
Debtors' obligations and liabilities under the Assumed Contracts
arising after the closing.  The Debtors assert that there are no
outstanding cure amounts under the Assumed Contracts.

The significant conditions to Closing include obtaining the
necessary approvals of the transaction from the Bankruptcy Court,
the DOT and the FAA.

The representations and warranties in the Purchase Agreement will
survive for 180 days after the closing.

Mr. Cleary relates that the parties agree to indemnify each other
for losses arising from inaccuracies in the representation of
warranties, breaches in the Purchase Agreement and other
circumstances.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FRASER PAPERS: Receives Notice of SMART Papers' Chapter 11 Filing
-----------------------------------------------------------------
Fraser Papers Inc. (TSX:FPS) received notice that Premium Papers
Holdco LLC, and its subsidiaries SMART Papers LLC and PF Papers
LLC, have filed for bankruptcy protection under Chapter 11 of the
U.S. Bankruptcy Code.  A subsidiary of Fraser Papers owns a 40%
passive minority interest in Smart Papers and leases a boiler to
Smart Papers.  In addition, Fraser Papers has made certain
financial guarantees pursuant to the sale of its Midwest
Operations to Smart Papers in 2005.

Fraser Papers will evaluate the impact of the filing and related
court proceedings on its interests in Smart Papers.  Depending on
the outcome of these proceedings, Fraser Papers may record a
significant write-down in the carrying value of those interests.

As at Dec. 31, 2005, Fraser Papers' investment in Smart Papers
totaled $74 million and amounts receivable for the lease of a
boiler and sale of pulp totaled $17 million.  Management currently
estimates that other financial guarantees related to operating
leases, contracts and landfill operations could result in costs of
approximately $8 million.

                    About Premium Papers

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC, is an
independent manufacturer and marketer of a wide variety of premium
coated and uncoated printing papers, such as Kromekote,
Knightkote, and Carnival.   The Company and its debtor-affiliates
filed for chapter 11 protection on March 21, 2006 (Bankr. D.Del.
Case No. 06-10269).  Ian S. Fredericks, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtor.  When the Debtor
filed for protection from its creditors, it listed unknown
estimated assets and $10 million to $50 million estimated debts.

                     About Fraser Papers

Fraser Papers, Inc. -- http://www.fraserpapers.com/-- is an  
integrated specialty paper company, which produces a broad range
of technical, and printing & writing papers.  The company has
operations in New Brunswick, Maine, New Hampshire and Quebec.  
Fraser Papers is listed on the Toronto Stock Exchange under the
symbol: FPS.

                       *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2005,
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit and senior unsecured debt ratings on paper
producer Fraser Papers Inc.

The outlook has been revised to negative from stable.


GALLERIA INVESTMENTS: Wants Access to Lenders' Cash Collateral
--------------------------------------------------------------
Galleria Investments LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia for authority to use cash collateral,
securing repayment of pre-petition obligations to Georgian Bank
and Continental Development Group LLC.

                      Pre-Petition Debt

Under various Credit and Loan Agreements, the Debtor owes:

    Pre-Petition Lender                 Amount Owed     
    -------------------                 -----------
    Georgian Bank                       $17,175,943
    Continental Development              $3,300,000
                                        -----------
                                        $20,475,943

Georgian Bank holds a lien and security interest against the
property and all equipment owned by the Debtor and a security
interest in the Debtor's leases, rents and accounts receivable.  
Continental Development holds a second priority lien and security
interest against the property and all equipment owned by the
Debtor and a security interest in the Debtor's leases, rents and
accounts receivable.  

                   Use of Cash Collateral

The Debtor tells the Court that in the course of operating its
business, it incurs certain operating expenses and needs use of
the cash collateral for the continued operation of the business.  
Otherwise, the Debtor contends, its operations will be impaired
and its ability to reorganize will be jeopardized.

                    Adequate Protection

As adequate protection for Georgian Bank and Continental
Development's interests, the Debtor proposes:

    a. to grant Georgian Bank and Continental Development a
       replacement lien to the same extent, validity and priority
       as the prepetition lien;

    b. continuation of the liens and security interests held by
       Georgian Bank and Continental Development in their pre-
       petition collateral;

    c. provision of the Debtor's monthly operating reports
       required by the U.S. Trustee, and

    d. Debtor's equity in the Property, pursuant to a contract for
       purchase dated Feb. 22, 2006, for $23.1 million.

The Debtor proposes to use the cash collateral based on an annual
budget.  A copy of the budget is available for free at
http://ResearchArchives.com/t/s?6cb

                  About Galleria Investments

Headquartered in Decatur, Georgia, Galleria Investments LLC
operates a shopping center in Duluth, Georgia.  The company filed
for chapter 11 protection on Mar. 6, 2006 (Bankr. N.D. Ga. case
No. 06-62557).  Michael D. Rodl, Esq., at Thomerson, Spears &
Robl, LLC, 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.  

Galleria Investments has been under state court receivership since
Feb. 24, 2006.


GARDEN RIDGE: Has Until April 26 to Object to Admin. Claims
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Garden
Ridge Corporation and its debtor-affiliates until April 26, 2006,
to object to administrative claims.

As reported in the Troubled Company Reporter on Feb. 22, 2006, the
Debtors asked for an extension to object to administrative claims
in order to resolve the claims reconciliation process.

The Debtors said that since the effective date, their claims
reconciliation efforts have focused primarily on reconciling,
negotiating settlements and objecting to administrative expense
claims and reclamation claims.

Headquartered in Houston, Texas, Garden Ridge Corporation --
http://www.gardenridge.com/-- is a megastore home decor retailer   
that offers decorating accessories like baskets, candles, crafts,
home accents, housewares, party supplies, pictures and frames,
pottery, seasonal items, and silk and dried flowers.  The Company
and its debtor-affiliates filed for chapter 11 protection on
February 2, 2004 (Bankr. D. Del. Case No. 04-10324).  Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they listed estimated debts and assets of over $100
million.  The Bankruptcy Court confirmed the Debtors' First
Amended Joint Plan of Reorganization on Apr. 28, 2005.  The Plan
took effect on May 12, 2005.  David B. Stratton, Esq., at Pepper
Hamilton LLP represents the Post-Effective Date Committee


GENERAL MOTORS: Inks Employee Reduction Deal with Delphi and UAW
----------------------------------------------------------------
General Motors Corp. (NYSE: GM), the United Auto Workers union and
Delphi Corp. have reached an agreement to reduce the number of
U.S. hourly employees through an accelerated attrition program.  
The agreement, which is an important contributor to GM's
turnaround plan in North America, is subject to approval of
Delphi's participation by the Bankruptcy Court.

The program is expected to be offered to U.S. hourly employees at
GM and select UAW-represented members of Delphi's hourly work
force.  It will include a combination of early retirement
incentives and other considerations to help reduce employment
levels at both GM and Delphi in a manner that benefits both
eligible employees and the companies.

"When we announced the capacity rationalization and employment
reduction plan late last year, we said we'd be working with UAW
leadership to develop an accelerated attrition program that would
help us achieve needed cost reductions as rapidly as possible,
while at the same time responding to the needs of our employees,"
said GM Chairman and Chief Executive Officer Rick Wagoner.  "We
are pleased that this agreement will help fulfill that important
objective.  In addition, the agreement will enhance the prospects
for GM, the UAW, and Delphi to reach a broad-based consensual
resolution of the Delphi restructuring."

The program will be offered to all GM hourly employees, but
overall acceptance rates will depend on individual employee
decisions.  The program also permits the flow of UAW-represented
Delphi employees back to GM until September 2007.  In addition,
eligible UAW-represented Delphi employees may elect to retire from
Delphi or flow back to GM and retire.

Under the agreement, GM has agreed to assume the financial
obligations related to the lump sum payments to be made to
eligible Delphi U.S. hourly employees accepting normal or
voluntary retirement incentives and certain post-retirement
employee benefit obligations related to Delphi employees who flow
back to GM under the plan.  GM expects to record the cost
associated with the attrition program in 2006.  The cost will be
incurred as employees agree to participate.

                         About UAW

United Automobile Workers of America (UAW) is one of the largest
and most diverse unions in North America, with members in
virtually every sector of the economy.

UAW-represented workplaces range from multinational corporations,
small manufacturers and state and local governments to colleges
and universities, hospitals and private non-profit organizations.

The UAW has approximately 640,000 active members and over 500,000
retired members in the United States, Canada and Puerto Rico.

                     About Delphi Corp.

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

                   About General Motors Corp.

General Motors Corp. -- http://www.gm.com/-- the world's largest  
automaker, has been the global industry sales leader for 75 years.  
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries.  In 2005, 9.17 million GM cars
and trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM operates one of the
world's leading finance companies, GMAC Financial Services, which
offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                       *     *     *

As reported in the Troubled Company Reporter on Mar. 21, 2006,
Moody's Investors Service placed the B2 long-term rating of
General Motors Corporation on review for possible downgrade and
lowered the company's Speculative Grade Liquidity to SGL-2 from
SGL-1.  Moody's also changed the review status of General Motors
Acceptance Corporation's Ba1 long-term rating to "review for
possible downgrade" from "review with direction uncertain" and
confirmed GMAC's Not Prime short-term rating.  In addition,
Moody's changed the review status of ResCap's senior unsecured
Baa3 and short-term Prime-3 ratings to "review for possible
downgrade" from "review with direction uncertain."  These rating
actions follow GM's announcement that it will delay filing its
annual report on Form 10-K with the SEC due to an accounting issue
regarding the classification of cash flows at ResCap, the
residential mortgage subsidiary of GMAC.


GENESIS HEALTH: Equity Class Challenges Plan Treatment of Sr. Debt
------------------------------------------------------------------
Four years after Genesis Health Ventures, Inc., and Multicare AMC,
Inc., emerged from bankruptcy protection, Genesis' Common Stock
Class is now asking the U.S. Bankruptcy Court for the District of
Delaware to reconsider the treatment of holders of the Debtors'
senior loan and subordinated notes under their confirmed
reorganization plan.

The Common Stock Class' complaint centers on arguments that the
current holders of the senior and subordinated notes -- Goldman
Sachs & Co. in particular -- reaped windfall profits by purchasing
their claims from the original lenders at a discount and should be
equitably subordinated.    

Mellon Bank N.A., as administrative agent for the senior secured
lenders, pointed to the patent staleness of the common equity
class' request and said that no grounds have been asserted for
reconsideration of the senior lenders' claims.

                    Speculative Investors

James J. Hayes, the common equity class member leading the
complaint, says that Goldman Sachs & Co. and the other senior
lenders that purchased Genesis' senior loans and subordinated
notes in secondary transactions are masquerading as creditors.  
Mr. Hayes argues that giving these speculators the same priority
as those of the original lenders is contrary to every fairness
provision of the Bankruptcy Code.

The common equity class' complaint is based on allegations
originally asserted in a lawsuit filed by Richard Haskell against
the Debtors and the senior lenders (Bankr. D. Del. Adv. Pro. No.
04-53375).  The Bankruptcy Court dismissed the Haskell lawsuit but
the dismissal has been appealed to the District Court.

The Haskell lawsuit alleges that Goldman Sachs and the senior
lenders had acquired, at a massive discount, approximately 75% of
the claims against the Debtors' by the time the Debtors'
reorganization plan was confirmed.  

The senior lenders purportedly owned 70% of the equity in the
Reorganized Debtors. In addition, the Plan also allegedly gave the
senior lenders an additional $133 million in cash, $79 million in
new senior notes and $22 million in new convertible preferred
stock.

According to Mr. Hayes, the confirmed Plan produced unfair
results.  He said that speculative investors like Goldman Sachs
realized windfall profits from the Debtors' bankruptcy while
original investors where left with devastating losses.

The common stock class proposes to hold a prospective
subordination hearing to consider dividing the senior lenders'
claims into two parts:

     -- a priority claim with the same bankruptcy priority as the
        original instrument; and

     -- a non-priority claims,  that would not participate in the
        distribution until the common and preferred stock holders  
        receive the pre-bankruptcy trading value of their issues.

              Senior Lenders Defend Plan Treatment       
            
Teresa K.D. Currier, Esq., at Kleet Rooney Lieber & Schorling PC,
tells the Bankruptcy Court that the senior lenders, by purchasing
the Debtors' debts at a discount, were not guilty of inequitable
conduct and are entitled to claims in the full face value of the
notes they acquired.

Ms. Currier points that while many grounds exist supporting the
denial of Mr. Hayes motion, the Bankruptcy Court only has to look
into the basic requirement of Section 502(j) of the Bankruptcy
Code -- that a claim may be reconsidered only for "cause" - to
determine that the motion is without merit.

                    About Genesis Health

Genesis Health Ventures, Inc., nka NeighborCare, Inc. --  
http://www.neighborcare.com/-- is one of the nation's leading  
institutional pharmacy providers serving long-term care and
skilled nursing facilities, specialty hospitals, assisted and
independent living communities, and other assorted group settings.
NeighborCare also provides infusion therapy services, home medical
equipment, respiratory therapy services, community-based retail
pharmacies and group purchasing.  In total, NeighborCare's
operations span the nation, providing pharmaceutical services in
32 states and the District of Columbia.

The Company and its affiliate, Multicare AMC, Inc., filed for
chapter 11 protection on June 22, 2000. (Bankr. D. Del. Case No.
00-02692). Mark D. Collins, Esq., Cynthia L. Collins, Esq., and
Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, PA,
represent Genesis Health and Multicare.  The Bankruptcy Court
confirmed their joint plan of reorganization in September 2001.  
The Plan became effective on Oct. 2, 2001.  Multicare merged with
Genesis Health pursuant to the confirmed plan.

Genesis Health spun-off its eldercare and rehabilitation
businesses into a separately traded public company, Genesis
HealthCare Corporation, on Dec. 1, 2003.  Genesis Health Ventures
changed its name to NeighborCare, Inc. (Nasdaq: NCRX) effective
Dec. 2, 2003.


GLASS GROUP: Gets Court OK to Hire S.A.L.T. as Tax Consultant
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave The
Glass Group, Inc. permission to employ S.A.L.T. Payroll
Consultants as its unemployment tax consultant, nunc pro tunc to
Jan. 31, 2006.  The Court entered its order on Feb. 24, 2006.

The Debtor and S.A.L.T. entered into a Letter Agreement on
Jan. 31, 2006, governing the terms of the Debtor's engagement of
S.A.L.T.  The Debtor's engagement of S.A.L.T. is for a period of
three months, commencing from Jan. 31, 2006, up to April 30, 2006.

S.A.L.T. will gather the necessary information to ascertain
whether potential Refund or Credit opportunities exist and report
its findings in written reports to the Debtor.  

Once apprised of potential Refund or Credit opportunities by
S.A.L.T.'s written reports, the Debtor may but not required to
decide to pursue each of those opportunities.  If the Debtor
decides to pursue a Refund or Credit opportunity, S.A.L.T. will
prepare for the Debtor the necessary documents to obtain those
Refunds or Credits.

The Debtor will pay S.A.L.T. a recovery-based fee equal to 35% of
the total Refunds received by and Credits applied by the Debtor.  
The Firm will not be entitled to receive any fees arising from any
Refund or Credit opportunities not pursued by the Debtor.

The Debtor will pay the recovery-based fee to S.A.L.T. in the
ordinary course of business.

Bankruptcy Court records don't show if S.A.L.T. executed an
affidavit of disinterestedness for its retention as the Debtor's
unemployment tax consultant.

Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass       
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &  
Tunnell represents the Debtor in its restructuring efforts.  When  
the Debtor filed for protection from its creditors, it estimated  
assets and debts of $50 million to $100 million.


GOL FINANCE: Moody's Rates Proposed $250 Million Bonds at Ba2
-------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Foreign Currency Debt
Rating to the proposed $250 million guaranteed senior unsecured
perpetual bonds to be issued by Gol Finance, an offshore
subsidiary of Gol Linhas Aereas Inteligentes S.A.  The bond will
be jointly, severally and unconditionally guaranteed on a senior
unsecured unsubordinated basis by Gol Transportes Aereos S.A.,
which is its primary operating subsidiary, and Gol Linhas Aereas
Inteligentes S.A.  Simultaneously, Moody's assigned a Ba2 Global
Local Currency Corporate Family Rating to Gol.  The outlook is
stable.

The ratings assigned reflect Gol's position as one of only three
major passenger airlines operating within Brazil.  Gol's operating
history has been marked by strong growth and consistent
profitability.  Gol's revenues have benefited from its ability to
attract market share by keeping domestic fares approximately 25-
35% lower than its competitors, as well as stable economic
conditions which have encouraged business travel and a broader
acceptance of airlines as a means of interstate transport.  The
ratings also reflect the company's low non-fuel operating cost
structure, its prospects for maintaining revenue growth while
undergoing a major capacity expansion, limited operating history
which has not coincided as yet with a prolonged business downturn,
strong market position, along with its exposure to currency
fluctuations against U.S. dollar.  Proceeds from the $250 million
perpetual bond offering will be used primarily for aircraft
acquisitions.

Gol has positioned itself as a dominant passenger airline in
Brazil despite a limited operating history.  During 2005 Gol and
its two primary competitors, TAM and Varig, carried approximately
97% of Brazil's passenger airline traffic.  Gol's market share was
approximately 27% in 2005, slightly above Varig's but below TAM's.  
The company added nine new markets in 2005, and currently serves
43 destinations in Brazil as well as three in Argentina, and one
each in Uruguay, Paraguay and Bolivia.  Gol recently initiated a
code-sharing agreement with Copa Airlines in Panama, which
expanded its network reach, and plans to seek code-sharing
agreements with other Central and South American carriers as
conditions warrant.  Passenger traffic represented approximately
95% of Gol's 2005 revenues which grew to BRL2.67 billion in 2005
from BRL230.5 million in 2001, Gol's first full year of
operations.

Revenue growth has been driven by a combination of domestic market
share gains, coming at the expense of existing competitors, as
well as legacy carriers that went bankrupt, economic conditions
supporting growth in business and leisure travel, Gol's industry-
low fares which have enticed consumers to utilize air travel over
bus travel as well as demographic trends which has spread Brazil's
population across its states and cities and stimulated demand for
fast and efficient transportation.  As 61% of its 2005 revenues
were derived from business-related travel, Gol's operating
performance is closely correlated with the business cycle which is
similar to other airlines.  As its market position matures,
revenue growth will likely be linked to Gol's opening new markets
within Brazil and further expanding its international reach.

Gol has achieved consistent profitability throughout its five year
history.  The company's operating margins in 2005 were impacted by
higher fuel expense, but it was able to offset some of these cost
increases through higher fares.  Even with this decline, Gol was
one of the most profitable global airlines with an operating
margin of 26.3%.  Profitability is likely augmented by the limited
number of market participants in Brazil, as well as the tenuous
financial condition of a key player, Varig, which has been subject
to reorganization.

The current regulatory environment in Brazil has generally
supported a limited number of competitors for domestic airlines,
as all new entrants must be approved by the Departamento de
Aviacao Civil.  However, as a new regulatory body will replace the
DAC over the next 5 years, whether the status quo will remain is
uncertain.  Should the regulatory environment become more
supportive of new market entrants, Gol's pricing power could be
diminished and hence its operating margins could decline from
historical levels.

Gol's operating performance benefits from its low non-fuel cost
structure, marked by low labor costs, aircraft maintenance costs
and distribution costs as well as an emphasis on obtaining
productivity gains from its flight procedures.  Most of Gol's non-
fuel cost per available seat kilometer metrics declined in 2005,
due to costs being spread over a larger capacity base.

Gol will embark on an aggressive expansion through 2010 which will
more than double its current capacity.  Gol will take delivery of
67 new aircraft including 4 leased 737-700 and 45 purchased 737-
800 "Next Generation" aircraft.  These aircraft will replace older
737-700 and -300 series aircraft.  The 737-800 "Next Generation:
aircraft are capable of longer-haul routes than have been
traditionally served by Gol; however, the aircraft will likely be
deployed on domestic routes in the near term.  Although newer
aircraft require less maintenance, the company may incur higher
maintenance expense due to Gol's high utilization rate
-- the carrier averaged 13.9 block hours per day in 2005.  The
737-800s are more fuel efficient than the older aircraft to be
replaced, so upon implementation operating cost savings seem
likely.  Risks inherent in such an expansive fleeting strategy
include a decline over time in revenue per available seat
kilometer which would likely put pressure on Gol's key credit
metrics relative to historical levels.

Gol will finance approximately 85% of the aircraft purchase price
through debt issuance, primarily bank loans guaranteed by the
Export-Import Bank.  The remainder of its fleet commitments will
be financed through the company's operating cash flows and the
proposed $250 million perpetual bond issuance.  While leverage
will increase concomitant with the aircraft deliveries, Gol's
leverage should remain low by industry standards assuming no
unforeseen deterioration to the operating environment.  Gol's
leverage metrics have been enhanced by its lack of balance-sheet
debt, as the company's aircraft purchases and working capital
needs to date have been financed solely through equity issuance.
Interest coverage using Moody's standard adjustments is strong for
the rating category.  However, Moody's notes that any shortfalls
in operating cash flows would put pressure on interest coverage,
necessitating cost reductions that may be difficult to achieve
given its already-low operating cost structure.

Moody's rating could come under upward pressure if the company
were to continue to increase its internally generated cash flow on
a sustained basis.  Downward pressure could occur if the company
experienced weakened credit metrics due to its aggressive
expansion plan or if the regulatory environment allowed for
increased competition, therefore decreasing fares and its revenue
base.

Headquartered in Sao Paulo, Brazil, Gol is the second largest
domestic passenger airline in Brazil with net revenues of about
BRL2.7 billion in 2005.


GOODING'S SUPERMARKETS: Wants to Walk Away from Winn-Dixie Leases
-----------------------------------------------------------------
Gooding's Supermarkets, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Florida for permission to reject its
unexpired nonresidential real property leases.

The Debtor says that it sold or assigned the core of its
traditional supermarkets to Winn-Dixie Stores, Inc., from 1997 to
October 2000.  Most of the Winn-Dixie assignments contain
provisions that may obligate the Debtor for various provisions
under the Winn-Dixie Assignments, including remaining rent,
utilities, and other charges, should Winn-Dixie default on the
Winn-Dixie assignments.

The Debtor has concluded that the Winn-Dixie assignments:

   * will be a burden on its estate,

   * are not necessary for an effective reorganization, and

   * must be rejected as of the bankruptcy filing.

Debtor has not occupied, nor received revenue from any of the
locations with respect to the Winn-Dixie Assignments.

Walking away from Winn-Dixie Assignments, the Debtor says, will
save the Debtor's estate substantial sums in administrative
expenses each month, including rent, taxes, utility costs,
maintenance, and other charges.

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).  
R. Scott Shuker, Esq., at Gronek & Latham LLP represents the
Debtor.  W. Glenn Jensen, Esq., at Akerman Senterfitt represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of
$1 million to $10 million and debts of $10 million to $50 million.


HANDEX GROUP: Walks Away From Four Real Property Lease Agreements
-----------------------------------------------------------------
Handex Group, Inc., and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Middle District
of Florida in Orlando to reject the unexpired real property lease
agreements on these premises effective Feb. 6, 2006:

        Location                          Landlord
        --------                          --------
   309-A Norton Road                 A-Climate control
   Saraland, Alabama 36571           310-F Shelton Beach Road
                                     Saraland, Alabama 36571

   9005 St. Andrews Way              BE Commercial Properties
   Mt. Dora, Florida 32757           30941 Suneagle Drive
                                     Mt. Dora, Florida 32757

   Bldg. 31, 2304 Gravel Drive       Riverbend Properties
   Fort Worth, Texas 76118           c/o Stoneleigh Huff
                                     2501 Gravel Drive
                                     Fort Worth, Texas 76118

   500 Campus Drive                  TMC Marlboro, LLC
   Morganville, New Jersey 07751     Attn: Ed Babits
                                     100 Campus Drive
                                     Morganville, New Jersey
                                     07751

The Debtors have determined that the Leases no longer represent
value to their estate and that marketing and selling any of the
Leases would not result in an economic benefit.

Additionally, the Debtors assert that possession of the Leased
Premises have either been:

   a) surrendered by the respective Debtors prepetition, and
      accordingly those leases would have been extinguished
      prepetition; or

   b) surrendered postpetition by the respective Debtors,
      and not assumed and assigned to Handex Consulting &
      Remediation LLC, the purchaser of the Debtors' core
      business.

The Landlords have until the end of March to file:

   -- any application for administrative expenses for any
      postpetition rent or other amounts it claims to be due from
      any of the Debtors; and

   -- any proof of claim for damages arising from the rejection
      of the Leases.

Headquartered in Mount Dora, Florida, Handex Group Inc. --
http://www.handex.com/-- and its affiliates help companies solve   
environmental issues.  The Debtors offer management and consulting
services, which include remediation, regulatory support, risk
management, waste minimalization, health and safety training, data
support, engineering and construction services.  The Debtors filed
for chapter 11 protection on Nov. 23, 2005 (Bankr. M.D. Fla. Case
No. 05-17617).  Mariane L. Dorris, Esq., and R. Scott Shuker,
Esq., at Gronek & Latham LLP, represent the Debtor.  The U.S.
Trustee advised the Bankruptcy Court on Dec. 30, 2005, that there
was insufficient interest among the Debtor's unsecured creditors
in order to form an official committee.  When the Debtors filed
for protection from their creditors, they listed estimated assets
and debts of $10 million to $50 million.


HAWS & TINGLE: Has Continued Access to Zurich's Cash Collateral
---------------------------------------------------------------
The Hon. Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas in Dallas authorized Haws & Tingle,
Ltd. to continue to use cash collateral securing repayment of its
debts to Zurich American Insurance Company.

The cash collateral consists of income, receivables, and proceeds
received from or on account of the Debtor's prepetition or
postpetition business operations.

The Debtor can access Zurich's cash collateral through May 19,
2006.  Cash collateral use is restricted by the terms of a
court-approved budget.  A copy of the budget is available for
free at http://researcharchives.com/t/s?6ce

Zurich had issued one or more payment and performance bonds to
secure the Debtor's performance with respect to certain projects.  
The Debtor says that Zurich is its only purported secured lender.

As reported in the Troubled Company Reporter on Oct. 11, 2005,
Zurich has filed over $2 million in claims against the Debtor.
Since Zurich filed a Form UCC-1 with the Secretary of State on
July 26, 2005 -- 90 days before the Debtor's chapter 11 filing --
to perfect its security interest, the Debtor says the purported
lien is subject to avoidance as a preference.

Mark E. Andrews, Esq., at Neligan Tarpley Andrews & Foley LLP,
tells the Bankruptcy Court that Zurich's is already adequately
protected since it is fully collateralized and the value of its
security interest will not decrease over time.

Headquartered in Fort Worth, Texas, Haws & Tingle, Ltd., is a
building contractor.  The Debtor filed for chapter 11 protection
on October 6, 2005 (Bankr. N.D. Tex. Case No. 05-82478).  Mark
Edward Andrews, Esq., and Omar J. Alaniz, Esq., at Neligan Tarpley
Andrews & Foley LLP represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million to $50 million.


HUGHES NETWORK: S&P Puts B- Rating on Proposed $375 Million Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Germantown, Maryland-based satellite services provider Hughes
Network Systems LLC's (HNS') proposed $375 million senior
unsecured notes due 2014 being offered under rule 144A with
registration rights.  

Simultaneously, the corporate credit rating was affirmed at 'B',
and the outlook revised to stable from negative following the
removal of covenant compliance issues related to the senior
secured bank loan, which will be refinanced with the senior
unsecured notes issue.  The bank loan rating for the remaining
senior secured revolver was raised to 'BB-' with a '1' recovery
rating.  The higher bank loan rating indicate a high expectation
for full (100%) recovery of the loan principal in the event of a
payment default or bankruptcy.  Pro forma total debt is
approximately $758 million on an operating lease-adjusted basis
and includes roughly $51 million in customer equipment financing.
     
Senior note proceeds will be used to refinance existing bank debt
and fund an additional $39 million to balance sheet cash.
      
"The ratings continue to reflect competitive telecommunications
industry conditions, mature revenue prospects for core enterprise
services, uncertain growth potential for small business and
consumer applications given rising competition from faster, more
economical phone and cable TV company data alternatives, a
leveraged financial profile, and potential operating and
financial risk from the Spaceway broadband satellite project,"
said Standard & Poor's credit analyst Allyn Arden.

Tempering factors include:

   * HNS' leading position in the very small aperture terminal
     (VSAT) industry;

   * a degree of revenue stability from three-to-five year
     contracts with large enterprise customers;

   * VSAT technology's ability to provide ubiquitous, point to
     multipoint connectivity, which partly buffers competitive
     pressure from terrestrial networks; and

   * good customer and geographic diversity.


INT'L GALLERIES: Wants to Hire Cox Smith as Substitute Counsel
--------------------------------------------------------------
International Galleries Inc. asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to hire Cox Smith
Matthews Incorporated as its substitute counsel, in place of
Neligan Tarpley Andrews & Foley, LLP.

The Debtor tells the Court that Mark E. Andrews, Esq., formerly of
Neligan Tarpley, has moved to Cox Smith.  Mr. Andrews must be
substituted in the Court's records as proposed counsel for the
Debtor.

Mr. Andrews can be reached at:

      Mark E. Andrews, Esq.
      Cox Smith Matthews Incorporated
      1201 Elm Street, Suite 4242
      Dallas, Texas 75270
      Tel: (214) 698-7819
      Fax: (214) 698-7899

The Debtor also wants Neligan Tarpley's employment to run through
Feb. 28, 2006, and Cox Smith's employment to begin on that date.

Headquartered in Addison, Texas, International Galleries Inc. --
http://www.igi-art.com/-- sponsors artists and sells their  
artwork through referrals.  The company filed for chapter 11
protection on Jan. 31, 2006 (Bankr. N.D. Tex. Case No. 06-30306).  
Omar J. Alaniz, Esq., at Neligan Tarpley Andrews & Foley LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets less than $50,000 and debts between $10 million to $50
million.


INTERNATIONAL GALLERIES: Court Appoints Dan Lain as Ch. 11 Trustee
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the request of William T. Neary, the United States
Trustee for Region 6, to appoint Dan Lain as International
Galleries Inc.'s chapter 11 trustee.

The Debtor is proposing to sell assets worth over $12 million on
an extremely expedited basis.  Creditors and other parties-in-
interest do not have enough time to analyze or investigate a
proposed sale in a compressed time frame.  Therefore, the U.S.
Trustee says, a chapter 11 Trustee is needed to ensure that any
bidding process, negotiations and ultimate sale are all handled
fairly and openly to achieve a result that is in the best interest
of the Debtor's estate.

Mr. Lain is qualified under Section 321(a) of the Bankruptcy Code
to serve as Chapter 11 Trustee.  Mr. Lain has no connection with
the U.S. Trustee or any persons employed by the U.S. Trustee.  The
U.S. Trustee tells the Court that he consulted with the
appropriate parties-in-interest about Mr. Lain's appointment.

Headquartered in Addison, Texas, International Galleries Inc. --
http://www.igi-art.com/-- sponsors artists and sells their  
artwork through referrals.  The company filed for chapter 11
protection on Jan. 31, 2006 (Bankr. N.D. Tex. Case No. 06-30306).  
Omar J. Alaniz, Esq., at Neligan Tarpley Andrews & Foley LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets less than $50,000 and debts between $10 million to $50
million.


INTERPOOL INC: Asset Sale Prompts Moody's to Put Ratings on Watch
-----------------------------------------------------------------
Moody's Investors Service placed all ratings of Interpool, Inc. on
review for possible upgrade.  The review was prompted by
Interpool's announcement that it will sell a majority of its
container operating lease assets to an investor group with a
substantial amount of proceeds used to pay-down debt.  Moody's is
of the understanding that Interpool's 10-K will be filed within
the 15-day extension; however, failure to file within that
timeframe would lead to a removal of the review status.

During the review for possible upgrade, Moody's will analyze
Interpool's business strategy after the sale of the operating
lease assets.  This will focus on the projected growth in the
chassis business and ongoing direction in the container leasing
business.  The sustainability of profitability will also be
addressed.  Interpool's returns have been strong in 2005 and well
above historical averages.  Moody's will examine the change in
Interpool's operating profile given the shift in asset mix and
added management fee component and its impact on future returns.

During its review, Moody's will also address Interpool's financial
strategy.  The company has historically operated with leverage
metrics that are higher than its peers.  Using the proceeds of the
announced sale to repay debt represents a shift in strategy for
the company and a credit positive.  Moody's will assess whether
this represents a strategic and permanent shift in Interpool's
leverage profile.

Moody's will also consider Interpool's governance and control
structure during its review.  Interpool experienced both
operational and financial reporting difficulty in 2003 and 2004.
The company implemented initiatives to address the reporting
issues that culminated with earnings restatements.  Moody's will
assess the current status of these initiatives and evaluate their
effectiveness in reducing material weaknesses in internal control.

These ratings were placed on review for possible upgrade:

   * Corporate Family B2

   * Senior Unsecured Notes B3

   * Capital Trust Securities Caa2

Interpool, Inc., headquartered in Princeton, New Jersey, reported
approximately $2.5 billion in total assets as of Sept. 30, 2005.


INVERNESS MEDICAL: Posts $19.2 Million Net Loss in 2005
-------------------------------------------------------
Inverness Medical Innovations, Inc. (Amex: IMA) reported its
financial results for the quarter and the year ended Dec. 31,
2005.

In the fourth quarter of 2005, the Company recorded net revenues
of $121.4 million compared to net revenues of $97.1 million in the
fourth quarter of 2004.  The revenue increase was due to increased
sales in our Professional Diagnostic segment contributed by
businesses acquired during 2005 including Binax, Inc., the
Determine business, BioStar and IDT, as well as an increase
in royalty revenues.

For the fourth quarter of 2005, Inverness Medical Innovations
reported adjusted cash basis net loss of $3.2 million compared to
adjusted cash basis net loss of $1.0 million in the fourth quarter
of 2004.  

The net loss available to common stockholders prepared in
accordance with accounting principles generally accepted in the
United States of America was $7.3 million in the fourth quarter of
2005 compared to a $3.6 million net loss for the fourth quarter of
2004.

The Company's GAAP results for the fourth quarter of 2005 include
amortization of $3.9 million and a $900,000 charge principally
associated with the close one of the company's manufacturing
facilities, and its GAAP results for the fourth quarter of 2004
include amortization of $2.7 million.

Net revenues for the year ended Dec. 31, 2005, were $421.9 million
compared to net revenues of $374.0 million for 2004.

For the year ended Dec. 31, 2005, the Company reported an adjusted
cash basis net loss of $800,000 compared to adjusted cash basis
net loss of $1.3 million in 2004.  

The net loss available to common stockholders prepared in
accordance with GAAP was $19.2 million for the year ended Dec. 31,
2005, compared to a $17.3 million net loss in 2004.

A full-text copy of Inverness Medical Innovations, Inc.'s
financial results for the year ended Dec. 31, 2005, is available
for free at http://ResearchArchives.com/t/s?6c1

             About Inverness Medical Innovations, Inc.

Headquartered in Waltham, Massachusetts, Inverness Medical
Innovations, Inc. (Amex: IMA) -- http://www.invernessmedical.com/
-- is a leading global developer of advanced diagnostic devices
and is presently exploring new opportunities for its proprietary
electrochemical and other technologies in a variety of
professional diagnostic and consumer-oriented applications
including immuno-diagnostics with a focus on women's health and
cardiology.  The Company's new product development efforts, as
well as its position as a leading supplier of consumer pregnancy
and fertility/ovulation tests and rapid point-of-care diagnostics,
are supported by the strength of its intellectual property
portfolio.

                          *   *   *

As reported in the Troubled Company Reporter on July 7, 2005,
Moody's Investors Service downgraded Inverness Medical
Innovations, Inc.'s ratings:

   * Corporate Family Rating -- to B3 from B2
   * $150 million Senior Subordinated Notes -- to Caa3 from Caa1
   * Senior Unsecured Issuer Rating -- to Caa1 from B3

Moody's said the outlook remains negative at that time.

As reported in the Troubled Company Reporter on Apr. 6, 2005,
Standard & Poor's Ratings Services lowered its ratings on
Inverness Medical Innovations Inc., including the corporate credit
rating to 'B' from 'B+'.  S&P said the outlook was stable at that
time.


JONES APPAREL: Hires Goldman Sachs to Explore Possible Sale
-----------------------------------------------------------
Jones Apparel Group, Inc. (NYSE: JNY) disclosed that its Board of
Directors is exploring a possible sale of the Company.  Jones said
there is no assurance that any sale transaction will occur.

The Company has retained Goldman, Sachs & Co. as its financial
advisor to assist in this process.  The Company also announced
that, contrary to recent press reports, the Company is not
currently considering the divestiture of any of its businesses or
divisions.

The Company also stated that it does not expect to disclose
developments with respect to the exploration of a possible sale
unless and until its Board of Directors has approved a definitive
transaction or a decision not to proceed with a sale of the
Company is made.

The Wall Street Journal reports that selling Jones could prove a
difficult task.  The company is valued at a significant discount
to its peers, trading at 12.4 times 2006 earnings, compared with
nearly 18 times for other apparel makers.  

The Company's Senior unsecured debt carries Moody's Baa2 rating.  

Jones Apparel Group, Inc. -- http://www.jny.com-- is a leading  
designer, marketer and wholesaler of branded apparel, footwear and
accessories.  The Company markets directly to consumers through
its chain of specialty retail and value-based stores, and operate
the Barneys New York chain of luxury stores. Its nationally
recognized brands include Jones New York, Evan-Picone, Norton
McNaughton, Gloria Vanderbilt, Erika, l.e.i., Energie, Nine West,
Easy Spirit, Enzo Angiolini, Bandolino, Joan & David, Mootsies
Tootsies, Sam & Libby, Napier, Judith Jack, Kasper, Anne Klein,
Albert Nipon, Le Suit and Barneys New York.



LAGUARDIA ASSOCIATES: Files Third Amended Reorganization Plan
-------------------------------------------------------------
LaGuardia Associates, L.P., and its debtor-affiliates delivered
their Third Amended Plan of Reorganization to the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania.

Under the Modified Plan, the portion of SunTrust Bank's claim
consisting of allowed charges will be paid on June 30, 2006, the
Effective Date, if the charges have been requested by SunTrust and
either:

   a) agreed to in writing by the Debtor; or
   b) approved by a Final Order of the Court.

SunTrust is the successor Indenture Trustee to a Guaranty and
Security Agreement dated Sept. 1, 1998, between the Debtor and
United States Trust Company of New York.

The portion of SunTrust's claim consisting of accrued interest
that is due and payable on or before the regularly scheduled
interest payment date immediately preceding the Effective Date
will be paid on the Effective Date for immediate transfer by
SunTrust to the owners of the bonds.

Unmatured sinking fund installments will bear interest at a fixed
rate per annum equal to: 5.80% per annum on the bonds which are
due in 2013 and 6.000% per annum on the bonds which are due in
2028.  Interest will be payable in semiannual installments, on the
second business day preceding the first day of May and November in
each year, commencing Oct. 30, 2006, in the amount of the interest
due on the bonds on the following May 1 or
November 1, as applicable.

                  Working Capital Financing

On the Effective Date, the Debtor plans to enter into a loan or
financing agreement with a lender pursuant to which the lender
will loan the Reorganized Partnership the lesser of:

   a) the sum of $2,200,000; or

   b) the sum of $1,850,000 as adjusted by an escalation of the
      CPI from 1998 at an interest rate per annum not to exceed
      LIBOR plus 6.50% of the loan.

A black-lined copy of the Third Amended Plan is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=060322203142

Headquartered in King of Prussia, Pennsylvania, LaGuardia
Associates, L.P., owns and operates the 358-room Crowne Plaza
Hotel located at 104-04 Ditmars Boulevard in East Elmhurst, New
York.  The Company and its debtor-affiliate filed for chapter 11
protection on October 29, 2004 (Bankr. E.D. Pa. Case No.
04-34514).  Martin J. Weis, Esq., at Dilworth Paxon LLP represent
the Debtors in their restructuring.  When the Company filed
for protection from its creditors, it estimated assets and
liabilities of $10 to $50 million.


LUCENT TECH: $207 Mil. Bid Wins Riverstone Networks' Asset Auction
------------------------------------------------------------------
Lucent Technologies (NYSE:LU) was declared the winner of the
auction for the sale of Riverstone Networks, Inc.'s business.

Lucent's final bid was $207 million in cash, as well as certain
modifications to the Asset Purchase Agreement originally signed by
the parties on Feb. 7, 2006.  The terms are subject to final
approval by the U.S. Bankruptcy Court, which is scheduled for
today, March 23, 2006.

"We're excited to become a part of Lucent, and believe our
customers will benefit from end-to-end solutions available from a
single source as a result of the combination of our businesses,"
Riverstone Networks President and CEO Oscar Rodriguez, said.  "We
are pleased that our stockholders have realized greater value as a
result of the auction process.  We also appreciate the commitment
to the company shown by our customers, vendors and employees
throughout this process."

"We are pleased to have won the auction for Riverstone Networks
assets, and look forward to receiving the final court approval and
other clearances that will allow us to begin the integration
process," Ken Wirth, president, Multimedia Network Solutions, at
Lucent, said.  "Riverstone's people and products will play an
important role in advancing Lucent's end-to-end converged
Ethernet/optical solutions and helping us in our efforts to take
share of a growing Ethernet carrier market."

The parties currently expect the transaction to close in early
April.

                  About Riverstone Networks

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

                  About Lucent Technologies

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

Lucent Tech's 8% Convertible Subordinated Debentures due 2031
carry Moody's Investors Services's B3 rating and Standard & Poor's
CCC+ rating.


LUNN 119TH: Files Third Amended Disclosure Statement in N.D. Ill.
-----------------------------------------------------------------
Robert J. Lunn, Lunn 119th LLC, and Lunn 26th LLC delivered their
Third Amended Disclosure Statement explaining their Third Amended
Joint Chapter 11 Plan to the U.S. Bankruptcy Court for the
Northern District of Illinois on Mar. 21, 2006.

                Overview & Summary of the Plan

The Debtors tell the Court that the Plan provides for complete
payment of their administrative and priority obligations and
payment of a substantial portion of the general unsecured claims.

                       Plan Funding

According to the Debtors, the Plan will be funded from their cash
on hand on the Effective Date and cash generated from the
liquidation of their non-exempt assets.

Payments to all creditors from funds on hand which as of Feb. 28,
2006, totaling $19,463,886 and other funds received from
liquidation of other non-exempt assets estimated at $500,000
through a Liquidation Trust.

                     Treatment of Claims

Under the Plan, Unclassified Claims consist of Administrative
Claims, Tax Claims, and Gap Claim, estimated at $1.4 million, will
be paid in full on the Effective Date and are not entitled to
vote.

The Pippen Claims, with an estimated claim of $15 million, filed
by four separate entities:

   a) Scottie Pippen;

   b) Lunn Partners Cash Management, LLC;

   c) Larsa Pippen; and

   d) Air Pip, Inc.

will be paid $8,000,000 cash on the Effective Date on account of
the Class II Claims.

The Debtors intend to resolve and compromise the Pippen Entities'
claims pursuant to a separate agreement that will require Court
approval concurrent with, or prior to, confirmation of the Plan
before it can become effective.  In addition, the Debtors will
file a separate motion seeking approval of the agreement sometime
before any hearing on Plan confirmation is set.

Class IIIA creditors with General Unsecured Claims for Loans to or
Interests in Lunn 119th or Lunn 26th, will receive 70% of the
allowed amount of their claims.  In addition, they will share Pro
Rata in any funds remaining in the Liquidation Trust after Class
IIIB creditors have received 60% of their Allowed Claims and Class
IV Creditors have received 50% of their Allowed Claims until Class
III Creditors have received 100% of their Allowed Claims.

Class IIIB consists of general unsecured creditors with a total
amount of $3.6 million, whose funds were invested in or loaned to
Lunn Urban Financing, LLC, which investments enabled Lunn 119th
and Lunn 26th, will be paid 60% of the Allowed Amount of their
claims.  In addition, they will share Pro Rata in any funds
remaining in the Liquidation Trust after Class IIIA Creditors have
received 100% of their Allowed Claims and Class IV Creditors have
received 50% of their Allowed Claims.

Class IV creditors with General Unsecured Non-Property-related
claims of $14.7 million will be paid their Pro Rata share of the
funds remaining in the Liquidation Trust after payment of the
Unclassified, Class I and Class II Claims and after Class IIIA
Claims have received 70% of their Allowed Claims and Class IIIB
Claims have received 60% of their Allowed Claims.  After Class IV
Creditors have received 50% of their Allowed Claims, the funds
remaining in the Liquidation Trust will be paid to Class IIIA and
Class IIIB Creditors until they have received 100% of their
Allowed Claims, after which any funds remaining in the Liquidation
Trust will be paid Pro Rata to Class IV Creditors until they have
received 100% of their Allowed Claims.

Class V creditors with Subordinated Claims will be paid their Pro
Rata share of any funds remaining in the Liquidation Trust after
payment of the Unclassified and Class I through Class IV Claims.

Class VI creditors with Penalty Claims will be paid their Pro Rata
share of any funds remaining in the Liquidation Trust after
payment of the Unclassified and Class I through Class V Claims.

Both Class V and VI creditors will receive no distribution.

Holders of Interests will not receive a distribution on account of
their interests and will be cancelled upon the Effective Date.

Headquartered in Chicago, Illinois, Lunn 119th LLC and its
affiliate, Lunn 26th LLC, are owned by Robert J. Lunn, the
managing member of the LLCs.  Lunn 119th and Lunn 26th filed
for chapter 11 protection (Bankr. N.D. Ill. Case Nos. 05-11666
and 05-11672) on March 30, 2005.  An asbestos environmental
cleanup proceeding (Case No. 03-CH 15247) brought by the City of
Chicago is pending against the Debtors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of $10 million to $50 million.


MACDERMID INC: Ceases Negotiations to Acquire Unnamed Company
-------------------------------------------------------------
MacDermid, Incorporated (NYSE: MRD) ceased negotiations to acquire
a company of significant size.  MacDermid will recognize an
expense of $2 million in the first quarter of 2006 in costs that
it had incurred over many months in the pursuit of the
acquisition.

"As I referenced during our February 14th investor conference call
we have pursued a major acquisition," Daniel Leever, Chairman and
Chief Executive of MacDermid, said.  "This effort involved a
friendly approach to a non-US public company.  In the final days
of investigation and negotiation, the target's share price
increased to a level making the intended price, including a market
premium, above our maximum range.  We therefore agreed with the
target to disengage.  Due to the very late stage in the process,
we had already incurred significant costs including legal fees
surrounding a fully negotiated credit agreement, pension advisory,
and extensive consulting costs supporting our due diligence.  We
are committed to exercising discipline in acquisitions.  At our
maximum price this acquisition was planned to be very accretive.  
There comes a point however, where the risk reward is not
justified."

Headquartered in Denver, Colorado, MacDermid, Incorporated --
http://www.macdermid.com/-- a worldwide manufacturer of   
proprietary specialty chemical products and materials for the
electronics, metal finishing and printing industries.

MacDermid Inc.'s 9-1/8% Senior Subordinated Notes due 2011 carry
Moody's Investor Service's Ba3 rating and Standard & Poor's Rating
Services' BB- rating.


MARYLAND ECONOMIC: Moody's Downgrades Bond Rating to B1 from Ba2
----------------------------------------------------------------
Moody's Investors Service downgraded the rating to B1 from Ba2 on
Maryland Economic Development Corporation's Senior Student Housing
Revenue Bonds, Series 2003A.  The downgrade reflects the
likelihood the debt service reserve fund will be tapped on
April 1, 2006, the poor performance of the project and the
expectation that it will perform below underwriting expectations
for the foreseeable future.  The outlook has been changed to
developing because the University has stated its willingness to
assist in lowering the projects operating expenses for an
unspecific, but limited amount of time.

Credit Strengths:

   -- The willingness of MEDCO and the University to provide the
      project with resources, albeit limited, in an effort to
      give the project more time to stabilize.

   -- Property management has been changed to Capstone, which has
      experience with student housing nationally.

Credit Challenges:

   -- Under funded debt service funds increase the likelihood
      that the debt service reserve fund will be utilized as soon
      as April 1, 2006.

   -- The property continues to under perform financially due
      primarily to low occupancies.

   -- The unit mix is over 50% three or more bedroom and has been
      difficult to market to a population primarily comprised of
      graduate students.

   -- Absence of a long-term financial or legal commitment from
      the University or the State of Maryland

Recent Developments/Results:

The trustee reports that after the Feb. 25, 2006 transfer from the
project, debt service funds are under funded by $115,000 -- the
Senior Interest Account by $90,000 and the Senior Principal
Account by $25,000.  Moody's anticipates the deficit will be
greater after the March 25, 2006 transfer from the project.  A
reforecasted budget provided to Moody's in December 2005 projected
a debt service shortfall of $163,345 on April 1, 2006. Interim
financials for January 2006 had a monthly net operating income
approximately $49,000 below the monthly NOI projected in the
reforecated budget, indicating the debt service shortfall in April
will likely be greater than previously projected.  The worse than
expected performance in January was due largely to utility
expenses coming in above budget.  Moody's anticipates debt service
reserves will be tapped on April 1, 2006 as the debt service
shortfall is expected to be greater than the $137,279 in the
reserve and replacement fund.

The University of Maryland, College Park privatized student
housing projects have agreed in and amended ground lease to use
$200,000 from its Project surplus to advance fund its contribution
to the MEDCO Operating Reserve Fund, originally created in 2003.  
MEDCO has agreed to match this deposit.  The Operating Reserve
Fund is expected to be directed by MEDCO to approved University
System of Maryland privatized student housing projects, including
the Baltimore Project, for operating expenses.  A University of
Maryland, College Park Projects debt refunding is scheduled to
close on April 5, 2006, at which time funds are a scheduled to be
made available to the MEDCO Operating Reserve Fund and the
Baltimore Project is added to the agreement. After the College
Park privatized student housing projects refunding closes, Moody's
anticipates the debt service reserve of the Baltimore Project will
be fully replenished from the MEDCO Operating Reserve Fund.

The credit of the project continues to have structural weakness.
Budget projections for fiscal 2007 estimate there will be an
additional debt service shortfall of $275,492 on Oct. 1, 2006 but
projects debt service to be fully funded on April 1, 2007.  These
projections assume 95% occupancy is achieved and maintained
beginning August 2006.  Rents discounted in January 2006 have
increased the renewal of leases by residents, but has not resulted
in increased occupancy which remains at 70%.  However, with most
student housing projects, new leases typically begin in the fall
semester.  There are currently 32 rental applications in process,
compared with 20 at this time in 2005.  Moody's believes the
economics of the project will remain weak and believes achieving a
95% occupancy will be difficult but believes the hiring of
Capstone as property manager and the recent rent reductions will
likely increase occupancy.

What could change the rating up -- A substantial increase in debt
   service coverage and stabilized occupancy.

What could change the rating down -- An ongoing depletion of debt
   service reserves.

Outlook:

The outlook for the bonds is developing because the University has
stated its willingness to provide certain services on a short-term
basis to lower the operating expenses of the project to allow for
new management to attempt to stabilize financial operations.  
Services being considered include the University providing lawn
maintenance and reduced rates on or subordinated utilities.  The
extent and length of this support is currently undermined.


MERIDIAN AUTOMOTIVE: Committee Wants Stanfield's Motion Denied
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 27, 2006,
Stanfield Capital Partners, LLC, asks the Court to disqualify
Milbank as counsel to the First Lien Committee.

Prior to Milbank, Tweed, Hadley & McCloy LLP's retention by the
Informal Committee of First Lien Secured Lenders, Stanfield
retained Milbank to advise it regarding its holdings of the
Meridian Debt.  That representation is ongoing and is directly
adverse to the current position of the First Lien Committee,  
Francis A. Monaco, Jr., Esq., Monzack & Monaco, P.A., in
Wilmington, Delaware, contends.

According to Mr. Monaco, although Milbank received $25,000 from
Stanfield for its work, Milbank has ignored its responsibilities
towards Stanfield and, despite Stanfield's continuing objections,
is now also representing the First Lien Committee, which is an
adverse party in the same bankruptcy proceeding.

               Milbank Files Objection Under Seal

Milbank, Tweed, Hadley & McCloy LLP disputes Stanfield Capital
Partners, LLC's contention that Stanfield never terminated its
attorney-client relationship with Milbank in respect of the
Debtors.

Without waiving any argument that:

    (a) Milbank's representation of Stanfield has concluded before
        Milbank commenced its representation of the Informal
        Committee of First Lien Secured Lenders;

    (b) Milbank's representation of the First Lien Committee is
        not substantially related to the prior services Milbank
        provided Stanfield; or

    (c) Stanfield has waived any conceivable conflict,

Milbank seeks the Court's permission to file its objection under
seal to omit references to various communications involving
Stanfield in respect of the Debtors.

Stanfield has consented to Milbank's request, Milbank's lawyer,
Kathleen M. Miller, Esq., at Smith, Katzenstein & Furlow LLP, in
Wilmington, Delaware, tells the Court.

At the conclusion of the hearing on Stanfield's request, the
Court authorized the parties to submit further briefs addressing
the issue of whether the Court may find an implied waiver of a
conflict by delay or conduct, notwithstanding the 2003 amendment
to Rule 1.9 of the Delaware Rules of Professional Responsibility
to require that any consent of a potential conflict be "confirmed
in writing."

In Milbank's supplemental brief to its objection, Ms. Miller
contends that the 2003 amendment to Rule 1.9 neither abrogates
nor impacts the Court's broad equitable authority to deny the
Stanfield's request based on principles of implied waiver and
estoppel.

Ms. Miller maintains that invocation of the authority is
appropriate because Stanfield knew of Milbank's representation of
the First Lien Committee in late April 2005 but waited ten months
to bring the Disqualification Motion.

Therefore, Milbank asks the Court to sustain its objection and
deny Stanfield's Disqualification Motion.

          Committee Balks at Disqualification Motion

The Official Committee of Unsecured Creditors also wants
Stanfield's Disqualification Motion denied because any objection
to Milbank's representation as counsel to the First Lien
Committee has been resolved.  Therefore, Stanfield should be
estopped from raising the issue a second time.

Don A. Beskrone, Esq., at Ashby & Geddes, in Wilmington Delaware,
recounts that prior to the Final DIP Financing Hearing, Stanfield
objected to Milbank serving as counsel to the Informal Committee.
Stanfield's objection was consensually resolved; Milbank would be
paid its fees and expenses incurred on behalf of the Informal
Committee.  Going forward, Milbank's ability to serve as counsel
to the Informal Committee would be contingent on Milbank
fulfilling certain requirements.  Mr. Beskrone points out that
this resolution is reflected in the DIP Order.

Mr. Beskrone asserts that the dispute is between Stanfield and
Milbank.  Thus, the Debtors' estate should not be required to
bear the costs and expenses associated with their dispute because
it does not relate to "intercreditor issues."

Mr. Beskrone further argues that Stanfield's request:

    (a) does not implicate any right relating to the prepetition
        or postpetition financing; and

    (b) does not concern issues bearing on the substantive legal
        rights of the First and Second Lien Secured Lenders in
        relation to each other.

The Court should not approve any attempt to use the filing or the
outcome of Stanfield's request as a basis to delay the
progression of the Debtors' Chapter 11 cases, Mr. Beskrone says.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MESABA AVIATION: Has Until August 10 to File Chapter 11 Plan
------------------------------------------------------------
The Honorable Gregory F. Kishel of the U.S. Bankruptcy Court for
the District of Minnesota extended the exclusive right of Mesaba
Aviation, Inc., doing business as Mesaba Airlines, to file a
chapter 11 plan to the earlier of:

    -- August 10, 2006; or

    -- the Debtor's filing a plan of reorganization that:

       * impairs the claims of unsecured creditors, including,
         without limitation, by not paying those claims in full
         and in cash on the plan effective date; and

       * permits MAIR Holdings, Inc., to receive or retain any
         equity interest in the Reorganized Debtor, including any
         equity interest MAIR may receive on account of a new
         capital contribution to the Debtor.

Judge Kishel also extended the Debtor's exclusive period to
solicit acceptances of that plan to Oct. 9, 2006.

As reported in the Troubled Company Reporter on Feb. 22, 2006, the
Court previously extended the Debtor's plan-filing period to
Mar. 10, 2006 and solicitation period to May 10, 2006.  The Debtor
told the Court that it was still in negotiations with the Official
Committee of Unsecured Creditors regarding the issues missed in
the Debtor's request to extend exclusive periods.

As reported in the Troubled Company Reporter on Mar. 2, 2006, the
Committee did not object to the extension of the exclusive
periods.  However the Committee wanted assurance that the
extension of the Exclusive Periods will not be implemented in a
way as to grant an unfair negotiating advantage to the Debtor
concerning the plan process.

The Committee wanted to make sure that the extension of the
Exclusive Periods will not prohibit it, or any other party-in-
interest, from proposing a competing plan of reorganization if
the Debtor's plan provides:

    -- for MAIR Holdings, Inc., the Debtor's parent company, to
       receive or retain any equity interest in the Reorganized
       Debtor; and

    -- that the Debtor's unsecured creditors are not paid in full.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink          
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  Craig D. Hansen, Esq., at
Squire Sanders & Dempsey, L.L.P., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MESABA AVIATION: Wants to Enter into Return Pact with Northwest
---------------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, asks the
U.S. Bankruptcy Court for the District of Minnesota for permission
to enter into an Aircraft Return Conditions Agreement with
Northwest Airlines, Inc., and amend its sublease agreements for
ten AVRO 146-RJ85A aircraft from Northwest Airlines.

The Debtor and Northwest were parties to an Airline Services
Agreement dated August 29, 2005, in which the Debtor operates as
a regional air carrier providing scheduled passenger service as
"Mesaba Airlines/Northwest Airlink" with Northwest between over
100 cities in the United States and Canada.  The arrangement
allows Northwest to provide service to small cities and more
frequent service to larger cities, increasing connecting traffic
at Northwest's domestic hubs.  As contemplated in the Airline
Service Agreement, the Debtor subleases a significant number of
aircraft from Northwest pursuant to individual leases.

As of the Oct. 13, 2005, the Debtor subleased 35 AVRO 146-RJ85A
aircraft in addition to Saab aircraft.  As part of its
reorganization, Northwest has determined to remove the 35 AVROs,
including the ten AVROs that relates to the Aircraft Return
Conditions Agreement, from Mesaba's fleet before the termination
dates specified in the subleases.

Northwest's determination to remove the Debtor's AVROs from
Mesaba's fleet and flight schedule raises issues related to the
Debtor's obligations under the Aircraft Service Agreement and the
subleases.

The Debtor and Northwest want to enter into the Aircraft Returns
Condition Agreement to:

    -- amend each sublease agreement applicable to the ten AVROs,
       providing for an earlier termination date;

    -- modify and resolve any disputes concerning the required
       aircraft return conditions specified in each sublease
       agreement; and

    -- permit the Parties, who are both under bankruptcy, to focus
       on reorganization and to avoid potentially significant
       litigation costs related to the amount and priority of
       claims associated with returning the ten AVROs.

           Mesaba Wants to File Agreement Under Seal

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, tells the Court that the Aircraft
Return Conditions Agreement contains sensitive commercial
information related to the aircraft return conditions that the
Debtor and Northwest deem proprietary and confidential.

Mr. Tansey believes that disclosure of these confidential terms
could harm the Debtor by giving its competitors and its lessors
access to commercial information that could be utilized to the
Debtor's detriment.

Thus, the Debtor seeks the Court's authority to file the Aircraft
Return Conditions Agreement under seal.

Mr. Tansey assures the Court that the Debtor will provide an
unredacted version of the Agreement to the Official Committee of
Unsecured Creditors' advisors upon request and subject to an
appropriate confidentiality agreement.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink          
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  Craig D. Hansen, Esq., at
Squire Sanders & Dempsey, L.L.P., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MESABA AVIATION: Taps Deloitte Tax as Tax Services Provider
-----------------------------------------------------------
Mesaba Aviation, Inc., doing business as Mesaba Airlines, asks the
U.S. Bankruptcy Court for the District of Minnesota for permission
to employ Deloitte Tax LLP, as tax services provider and tax
advisors, nunc pro tunc to Jan. 15, 2006, pursuant to an
Engagement Letter dated Nov. 5, 2005.

Deloitte Tax will:

    A. Atlas Tax Administration

       -- review and advise the Debtor on all assessor related
          correspondence;

       -- maintain the tax history database;

       -- review tax bills and forward to the Debtor
          recommendations for the Debtor's payment;

       -- provide for the Debtor's review and approval, annual
          budget property tax estimates;

       -- render to the Debtor progress reports and attend
          meetings regarding activity and assessment notices;

       -- monitor refund claims to determine that they are either
          paid to the Debtor or resolved in some other manner;

       -- forward all non-property tax correspondence to a central
          point of contact for the Debtor;

    B. Personal Property Compliance

       -- review the Debtor's reconciliation of fixed asset
          schedules to the general ledger;

       -- analyze and review the Debtor's fixed asset schedules to
          determine assets to report for property tax purposes;

       -- assist the Debtor with the classification of reportable
          assets and the application of appropriate property tax
          depreciation tables and useful lives for each asset
          group;

       -- prepare the annual flyaway database and allocation
          statistics in a compliance ready format.  the Debtor is
          responsible for providing the raw data;

       -- prepare business property tax statements for the
          Debtor's signature and filing;

    C. Personal Property Audits

       -- assist the Debtor with tax assessor meetings during the
          property tax audit;

       -- on completion of the audit, review audit findings and
          identify issues for discussion with the Debtor;

       -- if the Debtor chooses to pursue an appeal, provide
          personal property tax appeal services;

    D. Annual Assessment Review

       -- discuss assessed value with the Debtor and receive
          approval to proceed with the annual assessment review;

       -- if necessary, visit Property site and/or contact and
          discuss the Property with the Debtor;

       -- obtain operating statistics;

       -- review the Debtor's internal property tax files in order
          to initially identify property assessments which may be
          appealed;

       -- prepare an annual assessment analysis for each Property,
          utilizing the income or sales comparison approach to
          value;

       -- on completion of the analysis, identify assessment
          issues for discussion with the Debtor;

       -- if the Debtor chooses to pursue an appeal, provide Real
          and Personal Property appeal services;

    E. Real and Personal Property Tax Appeals

       -- assist the Debtor with filing an annual appeal for the
          Property for the open tax years to protect the
          administrative rights of the Debtor;

       -- review supplemental tax bills for second generation
          tenant improvements, new construction reporting and
          rehabilitation costs and, if warranted and directed by
          the Debtor, assist the Debtor in filing an appeal;

       -- review the assessor's appraisal records to determine the
          accuracy and methodology used in assessing the value of
          the Property;

       -- conduct a site inspection, gather market information,
          and interview appropriate personnel;

       -- for selected property, complete a property tax valuation
          analysis as of the lien date, which will set forth the
          assessment issues;

       -- on completion of the property tax valuation analysis, if
          directed by the Debtor, assist in the Debtor's meeting
          with representatives of the assessing jurisdictions to
          help the Debtor explain the positions taken or
          conclusions reached;

       -- if the assessing jurisdiction does not agree with the
          Debtor's suggested assessed value, if directed by the
          Debtor, assist the Debtor with the appeal to the
          appropriate assessment appeals board, to the extent
          permitted by law, regulations, rules and applicable
          professional standards; and

       -- assist the Debtor's legal counsel, as directed to the
          extent permitted by law, regulations, rules and
          applicable professional standards, for additional fees
          and expenses.

Deloitte Tax may provide additional services as requested by the
Debtor that are outside the Services of the Engagement Letter.
Arrangements for the special projects will be determined by the
mutual written agreement of the Debtor and Deloitte Tax.

The Debtor wants to hire Deloitte Tax because:

    -- the Debtor does not have the current capability to perform
       the Tax Compliance Services or the Tax Advisory Services;
       and

    -- Deloitte Tax is experienced as tax services provider and
       advisor, has worked with the Debtor before to the Petition
       Date, is familiar with the Debtor's operations, and is
       willing to perform the Tax Compliance Services and the Tax
       Advisory services.

The Debtor will pay Deloitte Tax based on the firm's hourly
rates:

      Partner, Principal, or Director           $425
      Senior Manager                             325
      Manager                                    270
      Senior                                     165
      Staff/Paraprofessionals                    135

Paul Busch, a partner at Deloitte Tax, discloses that Deloitte
Tax and its affiliates have provided prepetition services to the
Debtor and its parent or affiliates.  Before the Petition Date,
the Debtor owed Deloitte Tax approximately $3,500 in outstanding
fees for professional serviced rendered.  Deloitte Tax agreed to
waive its right to collect the prepetition claim.

Mr. Busch believes that Deloitte Tax is disinterested as that
term is defined pursuant to Section 101(14) of the Bankruptcy
Code.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink          
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  Craig D. Hansen, Esq., at
Squire Sanders & Dempsey, L.L.P., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MID OCEAN: Credit Quality Decline Prompts Moody's Rating Review
---------------------------------------------------------------
Moody's Investors Service placed on watch for possible downgrade
the ratings of the following classes of notes issued in 2001 by
Mid Ocean CBO 2001-1 Ltd., a structured finance collateralized
debt obligation issuer:

   * The $215,000,000 Class A-1L Floating Rate Notes
     due November 2036
     
     Prior Rating: Baa2
     Current Rating: Baa2, on watch for possible downgrade

   * The $50,000,000 Class A-1 6.5563% Notes due November 2036

     Prior Rating: Baa2
     Current Rating: Baa2, on watch for possible downgrade

   * The $15,000,000 Class A-2L Floating Rate Notes due
     November 2036

     Prior Rating: B2
     Current Rating: B2, on watch for possible downgrade

The rating actions reflect the deterioration in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of structured finance securities, as well as the
occurrence of asset defaults and par losses, and the continued
failure of certain collateral and structural tests, according to
Moody's.  As of January 2006, the weighted average rating factor
of the portfolio was 1546, compared to the transaction's trigger
level of 375, the Class A overcollateralization ratio was 100.58%,
compared to the trigger level of 106%, and the interest coverage
ratio was 100.13%, compared to the trigger level of 120%, Moody's
noted. Additionally, approximately 30% of the collateral pool had
a rating of Ba1 or lower, compared to the transaction's trigger
level of 5%, Moody's further noted.


MOVIE GALLERY: Amends $913 Million Senior Credit Facility
---------------------------------------------------------
Movie Gallery, Inc. (Nasdaq: MOVI) entered into a definitive
amendment to its senior credit facility.  Pursuant to the terms of
the amendment, among other things, the financial covenants with
which the Company must comply have been relaxed for the next four
fiscal quarters.  In addition, interest rate terms have been
increased and certain mandatory prepayment provisions have
been modified.  Furthermore, the Company's ability to incur
indebtedness, pay dividends, redeem its capital stock, make
capital expenditures, make acquisitions, and other covenants have
been made more restrictive.

                       Credit Facility

On April 27, 2005, the Company completed its cash acquisition
of Hollywood, refinanced substantially all of the existing
indebtedness of Hollywood, and replaced its existing unsecured
revolving credit facility.  To effect this transaction, the
Company obtained a new senior secured credit facility from a
lending syndicate led by Wachovia and Merrill Lynch and issued
$325 million of 11% senior unsecured notes, due 2012.

On Sept. 21, 2005, the Company executed an amendment to the Credit
Facility that relaxed certain financial covenants for a one-year
period, provided for an additional $50 million of borrowings under
the Term Loan B tranche, and increased the letter of credit sub-
limit under the revolving credit facility from $30 million to
$40 million.

The Credit Facility is in an aggregate amount of $913.4 million,
consisting of a five-year, $75 million revolving credit facility
currently bearing floating rate interest of London Interbank
Offered Rate plus 3.50%, and two term loan facilities in an
aggregate principal amount of $838.4 million.  

"We are pleased to have reached an agreement with our bank
lenders," said Joe Malugen, Chairman, President and Chief
Executive Officer of Movie Gallery.  "Movie Gallery continued to
generate positive cash flow during 2005 and finished the year with
a solid liquidity position of approximately $135.2 million in cash
and cash equivalents.  With a successful amendment to our senior
credit facility, we can now focus on implementing initiatives to
drive our top-line performance and further improve our operating
efficiencies.  As part of these efforts, we will aggressively
right size the Company's store foot-print, close unprofitable
stores, divest non-core assets, and continue the consolidation of
our back office support center functions.  We expect these
initiatives will help offset the continued softness that we are
seeing in the box-office release schedule."

Because of delays associated with the amendment process and in
completing the first fiscal year-end audit since the Company
acquired Hollywood Entertainment Corporation, Movie Gallery does
not expect to file its annual report on Form 10-K by the March 17,
2006 deadline.  Movie Gallery's normal year-end audit is in
progress, and the Company expects to report its fourth quarter and
full year results and file its form 10-K on or before March 31,
2006.

A full-text copy of the Amended Credit Agreement is available at
no charge at http://ResearchArchives.com/t/s?6c4

                       About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery, Inc. --
http://www.moviegallery.com/-- is the second largest North  
American video rental Company with approximately 4,800 stores
located in all 50 U.S. states, Canada and Mexico.  Since the
Company's initial public offering in August 1994, Movie
Gallery has grown from 97 stores to its present size through
acquisitions and new store openings.

                        *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Moody's Investors Services downgraded these long-term debt ratings
of Movie Gallery, Inc.:

   * Corporate family rating to Caa1 from B2;

   * $920 million of senior secured credit facilities to Caa1
     from B2;

   * $325 million of guaranteed senior notes to Caa3 from B3;

and affirmed the company's speculative grade liquidity rating of
SGL-4.  The outlook remains negative, Moody's said.  The downgrade
reflects Moody's expectation that the company's performance will
deteriorate during 2006 resulting in significantly weakened
liquidity, further erosion in credit metrics, and negative free
cash flow.  The downgrade of the senior notes to Caa3 reflects
Moody's expectations of recovery in a distressed scenario, should
it occur, given the large amount of secured bank debt ahead of
this class of bondholders.


MOVIE GALLERY: Inks Excess Space Deal to Sublease Retail Stores
---------------------------------------------------------------
Movie Gallery, Inc. (NASDAQ: MOVI) entered into a management
agreement and alliance with Excess Space Retail Services,
Inc.  Under the agreement, both parties will explore opportunities
for Movie Gallery to sublease retail space at more than 2,200
existing Movie Gallery and Hollywood Video stores.  Upon
completion, Movie Gallery expects retail partners to occupy an
approximate average of 2,500 square feet at each of the
locations.

"We look forward to working with the professionals at Excess
Space to identify and partner with other retailers that can
benefit from our premier portfolio of retail locations across
North America," Keith Cousins, Executive Vice President and Chief
Development Officer, said.  "In addition to the incremental
revenue we expect to realize through subleasing portions of the
stores, we look forward to the additional traffic that our retail
partners will generate.  By taking advantage of our outstanding
retail presence, we expect this initiative to improve our
operating results and create value for our shareholders."

"Given the desirability of these properties and the level of
interest we are already receiving from national and regional
retailers, we are confident in achieving a high degree of success
with this effort," Michael Wiener, President and Chief  Executive
Officer of Excess Space, said.

Movie Gallery's successful real estate team will work closely with
Excess Space's experienced account executives and leverage their
valuable relationships with retailers and established network of
more than 400 brokers nationwide.

            About Excess Space Retail Services, Inc.

Founded in 1992, Excess Space -- http://www.excessspace.com/--  
has set the industry standard for providing leading national and
regional retailers with "best-in-class" real estate disposition
and lease restructuring services.  With offices in Lake Success,
New York and Huntington Beach, California, Excess Space has
successfully disposed of and restructured leases for over 100
retailers, putting over $2 billion in capital back to work for
their clients.

                     About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery, Inc. --
http://www.moviegallery.com/-- is the second largest North  
American video rental Company with approximately 4,800 stores
located in all 50 U.S. states, Canada and Mexico.  Since the
Company's initial public offering in August 1994, Movie
Gallery has grown from 97 stores to its present size through
acquisitions and new store openings.

                        *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Moody's Investors Services downgraded these long-term debt ratings
of Movie Gallery, Inc.:

   * Corporate family rating to Caa1 from B2;

   * $920 million of senior secured credit facilities to Caa1
     from B2;

   * $325 million of guaranteed senior notes to Caa3 from B3;

and affirmed the company's speculative grade liquidity rating of
SGL-4.  The outlook remains negative, Moody's said.  The downgrade
reflects Moody's expectation that the company's performance will
deteriorate during 2006 resulting in significantly weakened
liquidity, further erosion in credit metrics, and negative free
cash flow.  The downgrade of the senior notes to Caa3 reflects
Moody's expectations of recovery in a distressed scenario, should
it occur, given the large amount of secured bank debt ahead of
this class of bondholders.


MULTIPLAN INC: S&P Puts B- Rating on $250 Million Sr. Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' counterparty
credit rating on MultiPlan Inc.  The rating was removed from
CreditWatch, where it was originally placed on Feb. 21, 2005,
after the announcement of a definitive agreement that The Carlyle
Group would acquire MultiPlan in a deal valued at $1.0 billion,
which includes debt assumption.  The outlook is stable.
     
At the same time, MultiPlan's proposed $450 million senior secured
bank credit facility was rated 'B+' (at the same level as the
corporate credit rating).  The facilities consist of:

   * a six-year $50 million revolver due 2012; and
   * a seven-year $400 million term loan due 2013.
     
In addition, Standard & Poor's assigned its 'B-' rating to
MultiPlan's $250 million senior subordinated notes due 2016,
issued under Rule 144A without registration rights.  The proceeds,
along with new equity, will finance the acquisition of the company
in a transaction valued at 11x 2006-estimated EBITDA.
      
"The stable outlook reflects Standard & Poor's expectation for
sustained cash flow (EBITDA) strength, no change in strategic
focus, no material acquisitions, and a sustained commitment to
debt reduction," said Standard & Poor's credit analyst Joseph
Marinucci.  "Standard & Poor's expects MultiPlan's financial
profile, which initially will be burdened by significant debt
associated with the leveraged buyout, to improve to levels more
consistent with the rating within the next two years."
     
By year-end 2006, Standard & Poor's expects revenue to be in the
$205 million-$215 million range (a 5%-10% increase) and for EBITDA
to reflect very strong operating performance.  Debt to capital is
expected to be 55%-65% and debt to EBITDA is expected to be 6x-7x.
If Multiplan achieves Standard & Poor's earnings expectations,
pretax income would exceed 10% and interest coverage would be
1x-2x, which would be considered adequate for the rating
assignment.  


MUSICLAND HOLDING: Gets Court Nod to Conduct Rule 2004 Examination
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 9, 2006, the
Official Committee of Unsecured Creditors sought the U.S.
Bankruptcy Court for the Southern District of New York's
permission, pursuant to Rules 2004 and 9016 of the Federal Rules
of Bankruptcy Procedure, to conduct examinations of and obtain
documents from certain persons and entities including, without
limitation:

    (a) certain present and former members of Musicland Holding
        Corp. and its debtor-affiliates' senior management and
        boards of directors;

    (b) certain officers and directors of Sun Music LLC, the
        controlling stockholder of the Debtors, and each of its
        owners, Sun Capital Partners III, LP, and Sun Capital
        Partners III, QP, LP;

    (c) the Trade Lien Creditors, certain trade creditors of the
        Debtors which allege a second priority security interest
        in the Debtors' inventory;

    (d) Best Buy Co., Inc., the prior owner of the Debtors until
        Aug. 11, 2003; and

    (e) Harris Bank N.A., a lender, which had advanced
        approximately $25,000,000 to the Debtors under an excess
        inventory line of credit, that was guaranteed by the Sun
        Entities and was repaid prior to its maturity shortly
        before the Petition Date.

                      Trade Committee Objects

Richard S. Toder, Esq., at Morgan, Lewis & Bockius LLP, in New
York City, argues that the Creditors Committee's request for a
Rule 2004 Exam is unreasonably cumulative, duplicative and
obtainable from the a less burdensome source -- the Debtors.

The discovery sought by the Creditors Committee is extremely broad
in scope, Mr. Toder adds.  The Rule 2004 Exam Motion also contains
no limit as to the number of individuals from whom the Creditors
Committee wishes to take discovery, and no time period for that
examination.

The Creditors Committee already has taken substantial discovery in
its objection to the DIP Motion, which uniformly established that
there was no wrongful conduct by any of the Secured Trade Vendors,
Mr. Toder maintains.

Thus, the Trade Committee asks the Court to deny the Creditors
Committee's request and require the Creditors Committee to seek
the necessary discovery from the Debtors.

                       *     *     *

Judge Bernstein authorizes the Official Committee of Unsecured
Creditors to:

    a. issue subpoenas, seeking the production of documents from
       each of the Examinees, except the Trade Lien Creditors;

    b. undertake the oral examination of the Examinees, except the
       Trade Lien Creditors; and

    c. serve a copy of the order on the Examinees and their
       counsel.

                   About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 7; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NORTHWEST AIR: Wants to Sign New Lease for N661US Aircraft
----------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the U.S.
Bankruptcy for the Southern District of New York for permission to
implement the transactions and agreements contemplated in a
Restructuring of Leveraged Lease for Aircraft N661US/Summary of
Terms and Conditions, dated March 13, 2006, between Northwest
Airlines, Inc., and U.S. Bank National Association as indenture
trustee.

Pursuant to the Term Sheet, Northwest Airlines will reject the
existing lease, and subsequently enter into a new lease, for a
Boeing B747-451 aircraft bearing U.S. Registration No. N661US,
together with four Pratt & Whitney model PW4056 engines.

Northwest Airlines agrees to allow a $75,000,000 unsecured claim
in favor of U.S. Bank on account of the rejection of the existing
lease.

According to Mark C. Ellenberg, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, because problems in the airline industry
have depressed the market for both new and used aircraft, the
Debtors have renegotiated the leases for various aircraft under
their fleet to bring their costs in line with current market
values.

Under the new lease, Northwest Airlines will continue operating
the Aircraft, both during the pendency of its Chapter 11 case and
upon its emergence from bankruptcy, at substantially reduced
rates and otherwise on terms and conditions favorable to its
estate.

The new lease will take effect May 31, 2006, and will terminate
six years following the completion of a scheduled Airframe heavy
maintenance event, which is currently due on August 30, 2007.  
Northwest Airlines will pay $462,500 monthly rent effective
September 14, 2005, through the New Lease Termination Date.

Mr. Ellenberg notes that, with the term of the existing lease
adjusted to coincide with scheduled heavy airframe maintenance,
Northwest Airlines will have the ability to return the Aircraft
without performing the heavy maintenance, subject to payment of
an undisclosed sum.  With respect to each engine, payment may be
made either to U.S. Bank or to the Debtor depending on the change
in condition of the engine from the Petition Date.

Other changes from the existing lease include, but are not
limited to, favorable revisions to maintenance requirements,
return conditions, and self-insurance provisions.

Northwest Airlines will maintain the flexibility to terminate the
lease, without incurring overwhelming administrative claims for
lease termination damages, if the Aircraft no longer fits into
its business plan, or it fails to successfully reorganize.  The
administrative claims related to a termination are limited to the
period of actual postpetition use, plus 3 months.

In addition, Northwest Airlines will have the option to:

   (i) renew the new lease upon the expiration of the Basic Term
       or any Renewal Term for a renewal term of one year for a
       basic rent equal to the "fair market rental value."  The
       aggregate length of all Renewal Terms may not exceed six
       years; and
  
  (ii) purchase the Aircraft on the last day of the Basic Term or
       any Renewal Term for a purchase price equal to the "fair
       market sales value."

The Parties agree to extend the 60-day period for all purposes
under Section 1110 of the Bankruptcy Code until the earlier of
the effective date of the new lease and May 31, 2006.

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


NORTHWEST AIR: Buys FLYi's Operating Certificates for $2 Million
----------------------------------------------------------------
Northwest Airlines, Inc., emerged the winning bidder for FLYi,
Inc.'s operating certificate, allowing Northwest to start a
regional subsidiary.

Pursuant to an asset purchase agreement dated March 8, 2006,
Northwest Airlines will pay $2,000,000 for these FLYi assets:

    a. Certificates issued by the Department of Transportation;

    b. Certificates issued by the Federal Aviation
       Administration;

    c. FCC Licenses;

    d. Manuals;

    e. Proprietary Maximo Software;

    f. Equipment, which include:

       * 11 Intel Servers,
       * 1 IBM S7A Servers for Maximo,
       * 1 E20 Storage for Maximo,
       * 1 Aircom Server,
       * 3 Computer Racks,
       * 1 Dictaphone Voice Recording System,
       * 1 SOC Radio,
       * 64 Ground School Equipment, and
       * 1 Emergency Go Kit Contents; and

    g. Assumed Contracts:

       * Maintenance and Lease Agreement, dated July 10, 2002,
         with Advanced Optimization Systems, Inc., and

       * Maximo Software License and Maintenance Agreement dated
         September 22, 1999, with Project Software & Development,
         Inc.

According to M. Blake Cleary, Esq., at Young Conway Stargatt &
Taylor, LLP, counsel to FLYi, Northwest Airlines will assume
FLYi's obligations and liabilities under the Assumed Contracts
arising after the closing.  FLYi maintains that there are no
outstanding cure amounts under the Assumed Contracts.

The representations and warranties in the Purchase Agreement will
survive for 180 days after the closing.

Mr. Cleary relates that the Parties agree to indemnify each other
for losses arising from inaccuracies in the representation of
warranties, breaches in the Purchase Agreement and other
circumstances.

The significant conditions to closing include obtaining the
necessary approvals of the transaction from the Delaware
Bankruptcy Court, the DOT and the FAA.

A full-text copy of the Purchase Agreement is available for free
at http://ResearchArchives.com/t/s?6c5

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


NORTHWEST AIR: Ernst & Young Expresses Going Concern Doubt
----------------------------------------------------------
Northwest Airlines Corporation filed its annual report for the
year ended December 31, 2005, on Form 10-K with the U.S.
Securities and Exchange Commission.

Anna M. Schaefer, vice president of Finance and chief accounting
officer of NWA Corp., relates that the company intends to use the
provisions of Chapter 11 to reorganize its business to return to
profitability on a sustained basis.  The three major elements
essential to its transformation are:

   (1) resizing and optimization of its fleet to better serve
       Northwest Airlines' markets;

   (2) realizing a competitive cost structure, including
       $2.2 billion in annual reductions in both labor and non-
       labor costs, $1.7 billion of which is incremental to year-
       end 2005 results;

   (3) restructuring and recapitalization of its balance sheet,
       including a $4.2 billion to $4.4 billion targeted
       reduction in debt and lease obligations, providing debt
       and equity levels consistent with long-term profitability.

According to Ms. Schaefer, the company is making progress in
achieving its target of approximately $1.35 billion -- target
excluding pension savings -- in annual labor cost savings through
a combination of agreements negotiated with its employee labor
groups, savings generated by the imposed Aircraft Mechanics
Fraternal Association contract, reductions in retiree medical
benefit costs, and pay and benefit reductions from its management
employees.

The company has also commenced proceedings under Section 1114 of
the Bankruptcy Code pursuant to which it is seeking reductions in
the costs it incurs to provide medical benefits to retirees.

Since 2001, the company has achieved $1.4 billion of operating
improvements through cost reductions and revenue enhancement
initiatives.  The company, Ms. Schaefer relates, intends to
obtain $150,000,000 in additional annual savings through further
reductions in non-labor costs.  Areas targeted for reduction
include technology related costs, distribution expenses,
procurement costs and other items.  Additionally, cost reductions
through restructuring of the company's agreements with its
regional carriers will be pursued.

In the face of mounting losses and prior to its bankruptcy
filing, the company sustained its operations largely through a
strategy that included borrowing cash and selling assets.  This
had the consequence of leaving the company with a debt burden of
$14 billion, which includes $5 billion of aircraft-related
operating lease present value commitments.  

To successfully restructure and exit bankruptcy, the company,
according to Ms. Schaefer, must eliminate excess debt and
recapitalize its balance sheet.  With respect to its aircraft-
related debt, the company intends to negotiate reductions in
above-market aircraft leases or, in cases where this is not
possible, to return the affected aircraft.  The company will
reduce unprofitable flying and re-optimize its network as part of
any capacity reduction.  The company is targeting $400,000,000 in
annual aircraft ownership cost reductions and $150,000,000 in
unsecured debt restructuring savings.

The company has negotiated the leases and financing agreements of
aircraft and related equipment subject to Section 1110 of the
Bankruptcy Code.  The company has targeted to restructure
approximately 50% of its fleet count and is on track to realize a
$2.6 billion projected reduction in balance sheet debt and
present value of operating lease payments related to these
assets.  Agreements are in place or have been tentatively reached
for the majority of the targeted savings; manufacturer agreements
have also been reached with certain aircraft, aircraft engine,
and aircraft-related equipment manufacturers.  The company is
currently in negotiations with the other parties.

             Ability to Continue as Going Concern

Ernst & Young LLC, which audited the company's financial
statements for the years 2002 to 2005, relates that due to risk
factors related to Northwest Airlines and the airline industry,
there is substantial doubt about the company's ability to
continue as a going concern.

The risk factors include:

   (1) Attempts to reduce labor costs may not be successful;

   (2) The company is currently operating under a voluntary
       reorganization under Chapter 11;

   (3) The company's stock has ceased trading on the NASDAQ stock
       market;

   (4) The airline industry is intensely competitive;

   (5) Industry revenues have declined substantially and the
       company continues to experience significant operating
       losses;

   (6) The company's indebtedness, including pension funding
       liabilities, is substantial;

   (7) Changes in government regulations could increase the
       company's operating costs and limit our ability to conduct
       its business;

   (8) The company is vulnerable to increases in aircraft fuel
       costs;

   (9) The company's insurance costs have increased substantially
       and further increases could harm our business;

  (10) The company is exposed to foreign currency exchange rate
       fluctuations;

  (11) The company is exposed to changes in interest rates; and

  (12) The airline industry is seasonal in nature.

                       Financial Results

Northwest Airlines reported a net loss of $1.3 billion during the
fourth quarter of 2005, compared to a net loss of $434 million in
the fourth quarter of 2004.  Excluding reorganization and other
unusual items, Northwest reported a fourth quarter 2005 net loss
of $387 million versus a fourth quarter 2004 net loss of
$373 million.

For the full year 2005, Northwest reported a net loss of
$2.6 billion.  This compares to a net loss of $891 million for
2004. Excluding reorganization and other unusual items, Northwest
reported a full year 2005 net loss of $1.4 billion versus a full
year 2004 net loss of $726 million.

A copy of NWA Corp.'s annual report is available for free at:
http://ResearchArchives.com/t/s?6c6

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.  (Northwest Airlines Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


O'SULLIVAN IND: Inks Fee & Commitment Letters with Wachovia Bank
----------------------------------------------------------------
O'Sullivan Industries Holdings, Inc., and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the Northern District
of Georgia a Fee Letter dated Mar. 14, 2006, and a Commitment
Letter dated Mar. 15, 2006, entered into between O'Sullivan
Industries, Inc., and Wachovia Bank, National Association and
Wachovia Capital Markets, LLC.

Wachovia agreed to provide a senior secured revolving loan and
letter of credit facility to O'Sullivan Industries of up to a
maximum amount of $50,000,000.

The salient terms of the $50,000,000 Senior Secured Credit
Facility Agreement include:

Borrowers:        Reorganized O'Sullivan Industries, Inc., and
                   any of its domestic subsidiaries designated by
                   the Lenders

Guarantors:       Reorganized O'Sullivan Industries' parent and
                   its domestic subsidiaries

Sole Lead
Arranger:         Wachovia Capital Markets, LLC

Agent:            Wachovia Bank, National Association

Lenders:          The Agent and other financial institutions that
                   may become parties to the financing
                   arrangements as Lenders as Wachovia Capital may
                   determine.

Revolving Credit
Loan Facility:    Amount:     Up to $50,000,000 of revolving
                               loans at any time outstanding,
                               subject to amounts available under
                               a lending formula.

                  Inventory
                  Loan Limit: * $20,000,000 in the first year
                                 after the Effective Date; and

                               * $25,000,000 from then on.

                  Optional
                  Prepayments
                  and
                  Commitment
                  Reductions:  May be prepaid in connections with
                               a commitment reduction by the
                               Borrower with that frequency and
                               in minimum incremental amounts
                               agreed by the parties.

Letter of
Credit Facility:  Amount:      Up to $15,000,000 in the aggregate
                               at any time outstanding (included
                               within the Revolving Loan Facility)

                  L/C Fees:   * The daily outstanding balance of
                                L/Cs, payable monthly in arrears,
                                computed on the actual number of
                                days elasped over a 360-day year,
                                multiplied by these rates:

                                        Quarterly
                                        Average Excess
                                 Tier   Availability     L/C Rate
                                 ----   --------------   --------
                                   1    Greater than
                                        $20,000,000        1.50%

                                   2    Greater than
                                        $10,000,000
                                        but less than
                                        or equal to
                                        $20,000,000        1.75%

                                   3    $10,000,000
                                        and below          2.00%

Collateral:       First priority perfected security interests in
                  and liens in all of the Debtors' present and
                  future assets, subject to permitted liens and
                  exceptions to be agreed.

Purpose:          The Facility will be used solely to:

                   * refinance all indebtedness outstanding under
                     O'Sullivan Industries' existing DIP financing
                     facility and to fund all other payments
                     required in order to substantially consummate
                     the Company's Plan;

                   * pay fees and expenses associated with the
                     Plan and the Facility; and

                   * provide for the Borrowers' ongoing working
                     capital requirements.

Interest Rates:    * the Applicable Prime Rate Margin per annum
                     above the announced "prime" rate" of Wachovia
                     Bank; or

                   * at the Borrower's option, the Applicable
                     Eurodollar Rate Margin per annum above the
                     adjusted Eurodollar Rate.

Default Rates:    The applicable rates of interest and L/C Rates
                  will be increased by 2% per annum above the
                  highest pre-default rates.

Terms:            The Credit Agreement will terminate on the
                  earliest of:

                   * five years from the closing date, with
                     additional one year renewal periods from then
                     on unless any Agent or any Borrower gives
                     written notice 60 days before the end of the
                     current term to the other party; and

                   * on the event of a default.

Fees:             All fees will be in addition to interest, L/C
                  fees fronting fees for L/Cs in the amount of
                  0.125%, and other charges and may be charged
                  directly to the loan account of any Borrower.

Expenses:         The Borrower will pay all reasonable
                  out-of-pocket expenses and customary
                  administrative charges incurred by the Agent.

Financial
Covenant:         Commencing with the first month immediately
                  following the closing of the Credit Facility, a
                  minimum Fixed Charge Coverage Ratio of not less
                  than 1.0:1.0 as of each month-end on a trailing
                  12-month basis.

Events of
Default:          To include but not limited to:

                   * cross-defaults to other indebtedness,
                   * breach of representations and warranties,
                   * revocation of any guaranty; and
                   * material adverse change in the assets,
                     business or prospects of the Borrowers and
                     Guarantors.

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

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

                  About O'Sullivan Industries

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


ORIUS CORP: Court Okays Ward Rovell's Retention as Special Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Orius Corp., and its debtor-affiliates permission to retain
Ward Rovell, P.A., as their special purpose employee benefits
counsel.

Ward Rovell is expected to:

   a) review filings to be made with the Internal Revenue Service
      and the Department of Labor regarding the 401(k) retirement
      savings plans; and

   b) advise the Debtors with respect to legal issues arising with
      respect to the administration and anticipated wind down of
      the plans.

Kirsten L. Vignec, Esq., a Ward Rovell member, will bill the
Debtors $265 per hour for her work.  Other professionals will be
paid at a rate of $185 to $385 per hour.

Ms. Vignec assures the Court that her Firm does not hold or
represent any interest materially adverse to the Debtors or their
estates.

Headquartered in Barrington, Illinois, Orius Corp. --
http://www.oriuscorp.com/-- is a nationwide provider of  
construction, deployment and maintenance services to customers
operating within the telecommunications; broadband; gas and
electric utilities; and government industries.  The Company and
its affiliates filed for chapter 11 protection on Dec. 12, 2005
(Bankr. N.D. Ill. Case No. 05-63876).  When the Debtors filed for
protection from their creditors, they listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


PENN VIRGINIA: DBRS Holds BBB (Low) Senior Unsecured Notes Rating
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed the rating of Penn Virginia
Resource Partners, L.P. at BBB (low).  The trend is Stable.

   * Senior Unsecured Notes -- Confirmed BBB (low)

The rating for PVR remains on track.  With the 2005 acquisition of
the majority of the assets of Cantera Natural Gas LLC, the Company
has diversified into the mid-stream oil and gas business. The $191
million Cantera acquisition was initially debt-funded, but an
equity offering decreased the Company's gross leverage into the
45% range.  This level is expected to decrease over time as the
Company continues to make acquisitions and rebalance its capital
structure.  The Company's financial profile remains in line with
its BBB (low) rating following the Cantera transaction.

DBRS notes that the rating is underpinned by PVR's coal business,
which provides a steady royalty revenue stream and favourable cash
flow generating fundamentals.  The lessees are responsible for all
the operating, transportation, capex, and personnel costs.  The
business risk retained by the Company comprises matching operators
to its properties to maximize production and hence, royalty
revenue.  This is critical as the need to switch lessees is
disruptive to the royalty stream.  Cash flow generation has been
growing and has resulted in strong cash flow coverage ratios.  
This has been the key to supporting higher debt levels.

With the Cantera acquisition, the Company also adds gas
diversification to its earnings base.  The Cantera assets generate
revenue from gas gathering and processing systems in Texas and
Oklahoma.  Operational risk associated with any single producer is
small, as the Company has contracts with hundreds of gas
producers.  Furthermore, a variety of contracts and an active
hedging program reduces the commodity risk associated with this
type of business.  PVR is targeting to hedge about 75% of the
anticipated natural gas liquids exposure to its percentage of
proceeds and keep-whole contracts, while hedging a similar amount
of its gas exposure.

DBRS notes that the mid-stream natural gas and processing business
has much lower gross margins than PVR's coal business. For
example, gross margins fell to 31.9% in 2005 from 98.5% in 2004
due to the Cantera acquisition.  It should be noted that these are
typical margins in the mid-stream gas business.

Going forward, PVR is likely to use debt to partially fund
acquisitions in the future.  Along this acquisitive path, which is
expected to include both coal and mid-stream assets, PVR's
intention is to maintain a moderate financial profile.  Management
has targeted a debt-to-total capital ratio of 40% to 45%, a
reasonable level for the rating.  Sustaining capex will remain
quite low, while scheduled debt amortization should be easily
covered with free cash flow generation over the mid term.


POPE & TALBOT: Moody's Junks Rating on Unsecured Debentures
-----------------------------------------------------------
Moody's Investors Service downgraded Pope & Talbot Inc.'s
corporate family and senior unsecured debt ratings by one notch to
B3 and Caa1 respectively.  The rating was adjusted to reflect
Moody's expectations of the company's near term financial
performance.  While financial performance is expected to show
improvement over the very poor results recorded in the recent past
as the benefits of an ongoing restructuring program are realized,
given appreciation of the Canadian dollar exchange rate and
ongoing input cost pressures, performance is not expected to
recover sufficiently to warrant maintenance of the prior B2
corporate family rating.  Despite risks that the benefits of the
restructuring program may fall short of expectations and risks of
further Canadian dollar appreciation, the outlook is stable.

Ratings downgraded:

   * Corporate Family Rating, Downgraded to B3 from B2

   * Senior Unsecured Regular Bond/Debenture, Downgraded
     to Caa1 from B3

Pope & Talbot's business profile is representative of its B3
corporate family rating.  Aggregate scale is modest, operations
are geographically focused in western North America, and product
line diversification is limited to only two product lines, lumber
and pulp.  The company's margins are also representative of a
company in the B rating category.

Local electricity rates provide a cost advantage relative to many
North American competitors.  Wood fiber costs have also benefited
from a temporary artificial surplus of timber as the interior of
British Columbia combats a beetle infestation by mandating
accelerated harvest levels.  This elevated harvest is expected to
prevail over the intermediate term.  However, Pope & Talbot's
assets lack significant scale; this causes production costs to be
relatively high.

Costs are also adversely affected by other input cost pressures
and the impact of the appreciation of the Canadian dollar.  As
expected for a company manufacturing market pulp and lumber and
that is also subject to exchange rate volatility, margin stability
is relatively poor, and is aligned with a B rating profile.  
However, the company has a significant debt load, and recent
credit protection measures have lagged the B rating.  In the
absence of improvement in margins and credit protection measures,
the balance of these four factors supports a rating only at the
low end of the B range.

The rating is also influenced by the company's historic
acquisitiveness and the aggressive financial policies that have
supported growth initiatives.  In the face of a competitive threat
from low cost paper-grade pulp manufactured in South America, Pope
& Talbot purchased a pulp mill from Catalyst Paper Inc., in 2001.  
A small saw mill acquisition was financed with debt in 2005.  The
long term impact of South American pulp being substituted for
northern pulp, and the potential for fiber costs to normalize to
higher levels subsequent to the beetle kill harvest indicates that
caution is warranted when considering long term financial results
and credit protection measures.

Liquidity is provided from three sources:

   a) a two-tranche CDN$180.0 million 364-day revolving line
      matures in July of this year;

   b) a $35 million revolving facility that matures in March of
      2007; and

   c) a $35 million off-balance sheet Accounts Receivable
      securitization program.

The AR facility is generally fully utilized and does not feature
any ratings triggers.  The company had an aggregate of
approximately $84.2 million of available liquidity under the
revolving credit facilities at Sept. 30, 2005.  Financial
covenants include a maximum leverage ratio, and minimum fixed
charge coverage ratio.  While the company was in compliance at
September 30th, as relatively strong performance drops out of the
rolling four quarter calculation and is replaced by relatively
weak performance, the compliance cushion for the FCCR is expected
to be much reduced.  With 2005 likely to feature an accounting
loss, the compliance cushion for the Debt-to-Cap test is also
likely to be reduced.  It is likely that performance will have to
improve significantly from second half 2005 levels in order to
assure covenants are not breached during 2006.

With Pope & Talbot's bank credit facility and certain capital
lease obligations benefiting from security positions, the rating
on the company's senior unsecured notes is notched down from the
B3 corporate family rating to Caa1.

Despite risks that the benefits of the restructuring program may
fall short of expectations and risks of further Canadian dollar
appreciation, the outlook is stable.  Given the current
environment, it is unlikely that the rating will be upgraded in
the near term.  However, the outlook could be changed to positive
or the rating upgraded if Pope & Talbot's near term results
display improvement such that RCF/TD approaches 5% and the
commensurate RCF-Capex/TD nears 2.5%.  It is estimated that 2006
EBITDA would have to improve to approximately $40 million for this
to occur.  Lower ratings could result if restructuring efforts are
not successful, or if adverse market developments cause financial
performance to deteriorate.  Were 2006 EBITDA to fall below $20
million, a downgrade would likely occur.  Further debt-financed
acquisition activity or a material deterioration in the company's
liquidity arrangements would also likely result in a ratings'
downgrade.

In addition, Pope & Talbot announced on March 14 that it was
"unable to complete the 2005 tax review in time for the March 15,
2006 release.  The release and management call will be rescheduled
when that process is complete.  The Company expects that this tax
review will also result in a delay in the filing of its Annual
Report on Form 10-K beyond the March 16 due date, but not beyond
March 31, 2006."  In the event the company is not able to meet
this revised timeline and the delay persists beyond 60 days, given
the then lack of current information, Moody's would consider
withdrawing the company's ratings at that time.

Pope & Talbot, Inc., is headquartered in Portland, Oregon, and
produces pulp and wood products with manufacturing facilities in
the north western United States and western Canada.


PREMIUM PAPERS: Ch. 11 Filing May Affect Fraser Papers' Interests
-----------------------------------------------------------------
Fraser Papers Inc. (TSX:FPS) received notice that Premium Papers
Holdco LLC, and its subsidiaries SMART Papers LLC and PF Papers
LLC, have filed for bankruptcy protection under Chapter 11 of the
U.S. Bankruptcy Code.  A subsidiary of Fraser Papers owns a 40%
passive minority interest in Smart Papers and leases a boiler to
Smart Papers.  In addition, Fraser Papers has made certain
financial guarantees pursuant to the sale of its Midwest
Operations to Smart Papers in 2005.

Fraser Papers will evaluate the impact of the filing and related
court proceedings on its interests in Smart Papers.  Depending on
the outcome of these proceedings, Fraser Papers may record a
significant write-down in the carrying value of those interests.

As at Dec. 31, 2005, Fraser Papers' investment in Smart Papers
totaled $74 million and amounts receivable for the lease of a
boiler and sale of pulp totaled $17 million.  Management currently
estimates that other financial guarantees related to operating
leases, contracts and landfill operations could result in costs of
approximately $8 million.

                     About Fraser Papers

Fraser Papers, Inc. -- http://www.fraserpapers.com/-- is an  
integrated specialty paper company, which produces a broad range
of technical, and printing & writing papers.  The company has
operations in New Brunswick, Maine, New Hampshire and Quebec.  
Fraser Papers is listed on the Toronto Stock Exchange under the
symbol: FPS.

                    About Premium Papers

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC, is an
independent manufacturer and marketer of a wide variety of premium
coated and uncoated printing papers, such as Kromekote,
Knightkote, and Carnival.   The Company and its debtor-affiliates
filed for chapter 11 protection on March 21, 2006 (Bankr. D.Del.
Case No. 06-10269).  Ian S. Fredericks, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
unknown estimated assets and $10 million to $50 million estimated
debts.


PREMIUM PAPERS: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Premium Papers Holdco, LLC
        601 North B. Street
        Hamilton, Ohio 45013

Bankruptcy Case No.: 06-10269

Debtor affiliates filing separate chapter 11 petitions:

      Entity                          Case No.
      ------                          --------
      Smart Papers, LLC               06-10270
      PF Papers, LLC                  06-10271

Type of Business: The Debtor is an independent manufacturer and
                  marketer of a wide variety of premium coated and
                  uncoated printing papers, such as Kromekote,
                  Knightkote, and Carnival.  See
                  http://www.smartpapers.com

Chapter 11 Petition Date: March 21, 2006

Court: District of Delaware (Delaware)

Judge: Christopher S. Sontchi

Debtor's Counsel: Ian S. Fredericks, Esq.
                  Young, Conaway, Stargatt & Taylor, LLP
                  1000 West Street, 17th Floor
                  Wilmington, Delaware 19801
                  Tel: (302) 571-6600

Estimated Assets: Unknown

Estimated Debts:  $10 Million to $50 Million

Debtor's 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
International Paper              Trade               $2,675,515
Tower 1 6-178 Alicia Giles
6400 Poplar Avenue
Memphis, TN 38197

Danisco Sweeteners (Cultor)      Trade               $2,546,087
10994 Three Mile Road
Thomson, IL 61284

Boise Cascade                    Trade               $2,249,491
1111 Jefferson Street
Boise, ID 83728

Northern States Power Company    Utility             $1,600,846
1414 West Hamilton Avenue
Eau Claire, WI 54702

Lanxess Corporation              Trade               $1,422,973
111 RIDC Park West Drive
Pittsburgh, PA 15275-1112

Centerpoint                      Utility             $1,147,781
2810 Crossraods Drive Suite
2400 Madison, WI 53718-7968

West Fraser Mills Ltd.           Trade               $1,107,559
1000-1100 Melville Street
Vancouver, BC V6E 4A6

Central National Gottesman       Trade               $1,028,489
Three Manhattanville Road
Purchase, NY 10577-2110

Minerals Technology Inc.         Trade               $1,015,141
1870 Boulevard Des Sources
Suite 100, Pointe-Claire
Quebec, Canada H9R-5N4

Penford Products Co.             Trade                 $855,453
1001 First Street Southwest
Cedar Rapids, IA 52406

Fraser Papers Inc.               Trade                 $729,790
451 Victoria Street, Thurso
Quebec, Canada JOX 3B0

Georgia-Pacific Corporation      Trade                 $650,976
133 Peachtree Street, Northeast
Atlanta, GA 30303

Ondeo Nalco Chemical Company     Trade                 $595,091
503 South High Street, Suite 102
Columbus, OH 43215

XPEDX                            Trade                 $511,026
3630 Park 42 Drive
Cincinnati, OH 45241

Hawkins Chemical                 Trade                 $509,375
3100 East Hennepin Avenue
Minneapolis, MN 55413

Burlington Northern [sic]        Trade                 $446,486
176 East Fifth Street
St. Paul, MN 55101

P.H. Glatfelter Company          Trade                 $444,931
Suite 500
96 South George Street
York, PA 17401

Akzo Nobel (aka Chemicals)       Trade                 $442,357
1775 West Oak Commons Court
Marietta, GA 30062-2254

Newpage Corporation              Trade                 $430,726
Courthouse Plaza, Northeast
11th Floor
Dayton, OH 45463

Hamilton City School District    Trade                 $425,000
533 Dayton Street
Hamilton, OH 45011

STS Consultants                  Trade                 $332,072
1035 Kepler Drive
Green Bay, WI 54311

Canadian National Railway        Trade                 $326,845
1625 Depot Street
Stevens Point, WI 54481

Anamax                           Trade                 $325,457
2099 Shawano Avenue
Green Bay, WI 54307-0067

Sensient Technical Colors        Trade                 $318,296
3001 Graham Street
Charlotte, NC 28233-3157

ABB-Collaborative                Trade                 $313,183
Productin Mgt.
579 Executive Campus Drive
Westerville, OH 43082

Erco Worldwide                   Trade                 $311,125
101 Highway 73 South
Nekoosa, WI 54457-8235

Elof Hanson                      Trade                 $309,372
145 West Wisconsin Avenue
Nnenah, WI 54957

Viox                             Trade                 $288,562
15 West Voorhees Street
Cincinnati, OH 45215

Cellmark                         Trade                 $286,205
80 Washington Street
South Norwalk, CT 06854

Nekoosa Coated Products          Trade                 $269,843
841 Market Street
Nekoosa, WI 54457


PROSPERO VENTURES: Creditors Have Until May 9 to File Claims
------------------------------------------------------------
The U.S. District Court for the Northern District of California
set 5:00 p.m. on May 9, 2006, as the deadline for all creditors of
Prospero Ventures, L.P. to file their proofs of claims.

The Court also ordered that all claims previously filed against
Prospero or the U.S. Small Business Administration, the court-
appointed receiver, must be resubmitted.  Persons or entities
filing claims must state:

    1. full name, address and telephone number of the claimant;

    2. amount of claim;

    3. specific grounds of each claim;

    4. date on which the obligation was incurred by Prospero or
       the Receiver; and

    5. attached document or materials supporting the claim.

Failure to provide any of the needed information will deem the
claim incomplete and untimely.

Claims must be filed, in writing, with the Receiver at:

       U.S. Small Business Administration
       Receiver for Prospero Ventures, L.P.
       Brian S. Stern, Principal Agent
       666 11th Street, Northwest, Suite 200
       Washington, D.C. 20001-4542

Prospero Ventures, L.P., is a Small Business Investment Company
licensed by the U.S. Small Business Administration.  The company
has been in court receivership since Oct. 20, 2004 (Case No.
C 04-4351).


QUEST TRUST: S&P Affirms Three Certificate Classes' Low-B Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of asset-backed certificates from four transactions issued
by Quest Trust.  Concurrently, ratings are affirmed on 40 classes
from seven transactions from the same issuer.
     
The raised ratings reflect appreciation in the percentages of
actual and projected credit support.  Although cumulative losses
for these transactions are relatively high, the upgraded classes
have at least 1.83x the original loss coverage levels associated
with the higher ratings.  The increased credit support percentages
are the result of an excess interest turbo feature within each
transaction, which accelerates payments to the certificates.  The
reduced certificate balances of these classes have resulted in a
considerable amount of overcollateralization for the transactions
with raised ratings.  As of the February distribution date,
overcollateralization ranged from 17.75% to 53.48% of the current
pool balances for these transactions.
     
The affirmations are based on credit support percentages that are
sufficient to maintain the current ratings.  Total delinquencies
for these transactions ranged from 23.71% to 40.11% of the current
pool balances.  Cumulative realized losses ranged from 0.41% to
5.13% of the original pool balances.
     
Credit support for these transactions is provided by a combination
of:

   * subordination,
   * excess spread, and
   * overcollateralization.

The pools were initially composed of:

   * performing,
   * reperforming,
   * conventional,
   * subprime,
   * fixed-, and
   * adjustable-rate mortgage loans.

The mortgage loans are secured mostly by first liens on one- to
four-family residential properties.
   
Ratings raised:
   
Quest Trust
                              Rating

               Series     Class   To          From
               ------     -----   --          ----
               2002-X1    M-1     AAA         A
               2003-X1    M-1     AAA         AA
               2003-X1    M-2     AA          A+
               2003-X2    M-1     AAA         AA
               2003-X2    M-2     AA          A+
               2003-X3    M-1     AA+         AA
   
Ratings affirmed:
   
Quest Trust
   
           Series      Class                   Rating
           ------      -----                   ------
           2002-X1     M-2                     BBB+
           2003-X3     A                       AAA       
           2003-X3     M-2                     A
           2003-X3     M-3                     BBB
           2003-X4     A                       AAA
           2003-X4     M-1                     A       
           2003-X4     M-2                     BBB
           2003-X4     M-3                     BBB-
           2004-X1     A                       AAA
           2004-X1     M-1                     A       
           2004-X1     M-2                     BBB+
           2004-X1     M-3                     BBB-
           2004-X2     A                       AAA
           2004-X2     M-1                     AA       
           2004-X2     M-2                     A
           2004-X2     M-3                     BBB+
           2004-X2     M-4                     BBB
           2004-X2     M-5                     BBB-
           2004-X3     A-1, A-2, A-3, A-4      AAA
           2004-X3     M-1                     AA       
           2004-X3     M-2                     A
           2004-X3     M-3                     BBB+
           2004-X3     M-4                     BBB
           2004-X3     M-5                     BBB-
           2004-X3     M-6                     BB+
           2004-X3     M-7                     BB
           2005-X1     A-1, A-2, A-3           AAA
           2005-X1     M-1                     AA       
           2005-X1     M-2                     A
           2005-X1     M-3                     A-
           2005-X1     M-4                     BBB+
           2005-X1     M-5                     BBB
           2005-X1     M-6, M-7                BBB-
           2005-X1     M-8                     BB+


RELIANT ENERGY: Fitch Puts B Rating on Sr. Sub. Convertible Notes
-----------------------------------------------------------------
Fitch Ratings revised the Rating Outlook assigned to Reliant
Energy, Inc.'s (RRI) outstanding debt obligations to Negative from
Stable.  Fitch currently rates RRI as:

   -- Issuer Default Rating 'B'
   -- Senior secured debt 'BB-/RR2'
   -- Senior subordinated convertible notes 'B/RR4'

The revised Rating Outlook reflects the expectation for further
deterioration in RRI's cash flow performance during 2006 and the
company's continued reliance on non-operational items to meet
certain financial ratio tests under the company's secured
revolving credit facility due December 2009.   RRI lowered its
adjusted EBITDA outlook for 2006 by approximately 20% to $457
million reflecting the recent retreat in commodity prices and the
affect of warmer than normal winter weather on capacity
utilization factors at RRI's Mid-Atlantic based generating
portfolio.

Based on management's revised EBITDA estimate, Fitch has become
increasingly concerned over RRI's ability to meet upcoming
financial covenant tests governing its $1.7 billion secured
revolving credit facility due 2009 absent further cash gains from
the sale of emission credits and/or relief from RRI's bank group.
A potentially mitigating factor is the possible financial uplift
RRI's Texas retail segment may experience as a result of lower
natural gas prices and the reset of the price-to-beat fuel factor
to $11.39 per mmBtu on March 15, 2006.

Fitch notes that RRI's overall liquidity position remains adequate
given its current rating level and hedge structure.  Liquidity and
working capital support is provided by ongoing gross customer
receipts from retail operations and borrowings under RRI's secured
credit revolver, under which $380 million was available at year-
end 2005.  In addition, approximately $100 million of cash
collateral has migrated back to RRI through mid-February 2006.
Importantly, RRI has no major debt maturities in the near-term
other than an existing $450 million 364 day accounts receivables
facility at RRI's retail subsidiary.

On Feb. 16, 2006, Fitch affirmed RRI's outstanding senior secured
debt at 'BB-' reflecting the superior recovery prospects for these
debt obligations, which Fitch estimates at approximately 80% under
a conservative scenario assuming below market valuations for RRI's
coal generating fleet and stressed financial performance at
retail.  Fitch notes that cash proceeds generated from RRI's
recent asset sale activity have generally been higher than
valuation estimates used by Fitch and that reduced EBITDA
expectations for 2006 have only minimal impact on Fitch's recovery
valuation model.


RISK MANAGEMENT: Judge Woods Approves Amended Disclosure Statement
------------------------------------------------------------------
The Honorable Kay Woods of the U.S. Bankruptcy Court for the
Northern District of Ohio, Eastern Division, approved the Amended
Disclosure Statement explaining the Amended Liquidating Chapter 11
Plan of Risk Management Alternatives, Inc., and its debtor-
affiliates.

The Court determined that the Amended Disclosure Statement
contains adequate information -- the right amount of the right
kind of information -- required under Section 1125 of the
Bankruptcy Code.

The Debtors can now use that Disclosure Statement to solicit
acceptances of that Plan from their creditors.

                     Overview of the Plan

As reported in the Troubled Company Reporter on Feb. 13, 2006,
all of the Debtors' assets will be substantively consolidated and
these assets will be transferred to a Liquidating Trust pursuant
to the Plan.  Cash necessary for distributions under the Plan will
come from the Debtors' current cash reserves plus the proceeds of
avoidance and non-avoidance actions.  

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

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

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

In exchange for mutual releases, the parties agreed that:

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

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

                     Treatment of Claims

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

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

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

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

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

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

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

Equity holders will get nothing under the Plan.

A copy of the Debtors' 42-page amended disclosure statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060321210106

                     Confirmation Hearing

Objections to the confirmation of the plan, if any, must be
submitted on or before 4:00 p.m. on April 25, 2006.  Judge Woods
will convene a confirmation hearing at 10:00 a.m. on May 9, 2006,
at the Federal Building, located at 10 East Commerce Street, Third
Floor in Youngstown, Ohio.

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


RURAL/METRO: Moody's Upgrades Caa2 Discount Notes Rating to Caa1
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the senior
discount notes of Rural/Metro Corporation to Caa1 from Caa2 and
the ratings on the senior secured credit facilities of Rural/Metro
LLC, a subsidiary of Rural/Metro, to B1 from B2. Concurrently,
Moody's upgraded the rating on the senior subordinated notes of
Rural/Metro LLC to B3 from Caa1. Rural/Metro's Corporate Family
Rating has been affirmed at B2. The rating outlook has been
changed to positive from stable, reflecting top-line growth,
improved margins, and lower financial leverage measured by the
ratio of free cash flow to total debt.

The adjustment in the notching of all of Rural/Metro's debt issues
relative to the Corporate Family Rating, which Moody's affirmed at
B2, and upgrade to the outlook to positive from stable reflect the
improvements that the company has made in top-line growth and
leverage as well as a material expansion in margins.  EBITDA
margin from continuing operations has improved from 6.1% in 2003
to 9.8% in 2005.  For the twelve months ended December 31, 2005,
the company has made further progress in this metric to 10.7% and
for the last six months, 11.7%.  These improvements are the result
of numerous factors, including strong revenue growth in states
with favorable demographics, new contract wins, a concerted effort
to exit communities with an unfavorable payor mix and an
increasing frequency of obtaining rate increases and subsidies.  
Margin growth has also resulted from cost reductions derived from
the utilization of letters of credit for insurance purposes, a $7
million annual saving.

The company's ratings reflect quantitative as well as numerous
qualitative strengths of Rural/Metro's core medical transportation
operations.  One of the key quantitative underpinnings of the
rating is the company's top-line growth. This reflects favorable
demographics, the company's presence in high-growth markets and
its ability to successfully leverage 911 contracts and
public/private partnerships.  Revenues are also expected to grow
over the near term as a result of the trend toward outsourcing of
hospital-based ambulance services, rising contract rates and
higher subsidies for transporting the uninsured.  Consolidated
sales revenues have grown at a compound annual rate of slightly in
excess of 8% during 2003 to 2005 and 11% during 2006 year-to-date.  
The quality of revenues has concomitantly improved with an
increase in the average patient charge from $295 in 2003 to $341
for the first half of fiscal 2006.

Some of the key qualitative factors that support Rural/Metro's
ratings are: The company is a leading provider in a competitive,
fragmented market for medical transportation services.  The
company competes in the $2.2 billion commercial sub-segment of a
larger $8 billion medical transportation services industry in the
U.S.  This sub-segment is dominated by two national providers:
Emergency Medical Services Corporation and Rural Metro, which have
estimated market shares of approximately 29% and 21%,
respectively.  The remaining competition comprises roughly 1,500
small commercial providers servicing only one or a limited number
of markets.  The company also benefits from the broad geographic
dispersion of its services, which are provided to approximately
365 U.S. communities across 22 states.  It is additionally the
only multi-state provider of both medical transportation and
private fire protection services in the U.S.

The company will increasingly benefit from an aging U.S.
population because people 65 years or older require more frequent
medical transportation services.  During 2005, roughly 44% of the
patients transported by the company were 65 years of age or older
with 56% of patients 55 or older.  In addition, the U.S.
population is growing in key service centers of the company,
including the "sunbelt states" and the Pacific Northwest.  Fully
70% of Rural/Metro's revenues are generated in states with
population growth in excess of the national average.

Rural/Metro's sales growth has also benefited from an increase in
public/private EMS partnerships as reimbursement claim
complexities are leading public first responders to partner with
private medical transportation companies that have the wherewithal
to handle patient transport as well as billing and collection
tasks.  These arrangements are beneficial in that they enable
private companies such as Rural/Metro to provide services to
communities that may not otherwise have outsourced this service.  
The company has additionally been able to increase sales by using
911 emergency provider contracts as a way to enter a given
community.  Once established, the company pursues non-emergency
medical transport work through nursing homes, hospitals and other
healthcare facilities within the community.  And finally, top-line
growth has been fueled by the rapid trend toward the outsourcing
of hospital-based ambulance services as hospitals make the
mandatory transition to Part B billing, a fixed fee, under the
Medicare ambulance fee schedule.

The company's current ratings are also supported by other
qualitative factors, such as the material barriers to entry into
the emergency transport business and the significant costs to
start-up such a business.  In addition, customer relationships are
longstanding and contracts are long-term in nature. Rural/Metro
has provided services to its top ten customers for an average of
20 years with solid contract renewal experience except in markets
where withdrawal is deemed strategically advantageous. Rural/Metro
operates in seven states that require certificates of need.  In
these instances, a prospective provider must establish that
existing services in a particular area are inadequate to meet
community needs.  The landscape is nevertheless highly competitive
with local and regional providers representing roughly 50% of the
commercial market, and growing.

Another key rating consideration is the fact that Medicare
reimbursement risk is expected to remain stable over the medium-
term.  The Balanced Budget Act of 1997 required the establishment
of a National Ambulance Fee Schedule under the Medicare program,
which was implemented in 2002 and will be fully phased in by
January 2010.  Under this guidance, Medicare reimbursements are
subject to annual escalators based on the medical CPI with the
2006 escalator set at 2.5%.  The impact of this escalator is an
increase in the company's Medicare revenues of roughly $5MM,
annually.

Weighing on the ratings is the company's high leverage and modest
free cash flow to debt.  Adjusted debt to EBITDA was 6.0 times for
the twelve months ended Dec. 31, 2005; even though this is
considered high, it is less than 2004's level, which was 6.7
times.  It is Moody's expectation that this ratio will exhibit
further improvement to roughly 5 times or less during 2006.  The
company has made significant efforts to de-leverage and has made
unscheduled principal payments of $23MM since March 2005 with the
reduction expected to save approximately $1.6MM in annual interest
charges.  In addition, adjusted free cash flow to adjusted debt
has improved from a weak 0.8% in 2003 to 3.2% for the twelve
months ended Dec. 31, 2005.  It is Moody's expectation, however,
that this ratio could exceed 5% during 2006.

Another factor constraining the ratings is a payor mix that is
heavily weighted to government programs, with Medicare and
Medicaid representing 43% of revenues with the balance provided by
private insurers and self-pay.  Although Medicare and Medicaid
reimbursements levels are lower than commercial rates, they
provide a growing base of medical transports.  The private payor
segment results in high industry-wide bad debt provisions.

Rural/Metro's bad debt expense as a percentage of total revenues
equaled 16.4% during fiscal 2005, an improvement over the 2004
value of 17.6% due to a change in payor mix.  However, the
provision rose to 17.7% for the six months ended Dec. 31, 2005, as
a consequence of the company's decision to expand certain of its
911 service areas in order to improve resource utilization.

Over the near-term, bad debt expense is expected to increase
modestly.  Days sales outstanding are considered to be favorable
at 51 days, although this is up from a level of 45 days for the
prior year as a result of the company's decision to exit certain
fixed-fee contracts in 2005.  The slowdown was also attributed to
the payment practices of government payors that recently
implemented new billing platforms.  To mitigate this risk, the
company pre-screens non-emergency transport requests and employs
an in-house group of collections experts that concentrate on the
collection of longer-dated receivables.  The consolidation of
regional billing centers is also expected to provide improvements
to the company's DSOs.

Margin improvement through the utilization of technology has been
a major focus of the company.  Rural/Metro's ambulance crews
utilize Internet-based scheduling software to maximize
efficiencies and minimize unscheduled overtime, which has resulted
in labor cost savings.  In addition, the company is able to submit
the majority of its bills electronically, thereby accelerating
payments and reducing DSOs.

The company is developing a proprietary, three-way wireless
software interface that will enable communication between the
device, the dispatch center and the billing system, a development
which is expected to further improve operating efficiencies.
Margin improvements collectively derived from the factors outlined
above have enabled the company to make several unscheduled
principal payments under its term loan 'B' totaling $23MM since
March 2005.  Margin improvement has also become evident in the
strengthening of the adjusted free cash flow coverage of total
debt, as previously noted.

The ratings could be upgraded if adjusted free cash flow to
adjusted debt improves to a level within the range of 5% to 10%,
or if leverage, as measured by adjusted debt to EBITDA declines
below 5.5 times on a sustained basis.

The ratings could be downgraded if adjusted free cash flow to
adjusted debt weakens to below 3%.  The ratings could also be
downgraded in the event that there is a material increase in the
bad debt provision as a percentage of revenues or if substantial
increases in labor costs materialize that cannot be recovered
through contract price escalations.

The credit facilities are secured by a first lien on the capital
stock of the borrower and its subsidiaries, 65% of the capital
stock of first tier non-U.S. subsidiaries, and all property of the
borrower and its guarantors.  There is a downstream guarantee from
the company's parent, Rural/Metro, as well as upstream guarantees
from the operating subsidiaries of Rural/Metro LLC. The upgrade in
the notching on the senior secured facilities relative to the
Corporate Family Rating to B1 from B2 reflects Moody's belief that
there is sufficient collateral coverage in a distressed scenario.

The upgrade in the notching of the rating on the senior
subordinated notes at Rural/Metro LLC to B3 from Caa1 reflects the
operational improvements in the company as well as Moody's
expectation of a lower expected loss for this issuer class.  The
rating also reflects the contractual subordination to any existing
and future debt at the issuer as well as the absence of any
security supporting this class of debt.  The notes benefit from
the same configuration of upstream and downstream guarantees
provided to the senior secured credit facility.

The upgrade in the notching of the rating on the senior discount
notes issued at the level of Rural/Metro to Caa1 from Caa2 also
reflects a lower expected loss for this issuer class.  The rating
continues to reflect the effective subordination to any existing
and future debt at the Rural/Metro LLC level as well as the lack
of security in support of this class of debt.  The rating also
reflects the absence of guarantees from either Rural/Metro LLC or
its subsidiaries.

On Dec. 27, 2005, the company amended its senior secured credit
facility.  The amendment incorporated these key modifications to
the agreement:

   1) the implementation of a 50% cash flow sweep from proceeds
      derived from any equity offering that must be applied to
      prepay the term loan 'B' or the senior subordinated notes
      or the senior discount notes provided that total leverage
      at the Rural/Metro LLC level is below 4.0 times;

   2) a provision that the remaining 50% of the proceeds of such
      an equity offering may be applied in the same fashion,
      provided that leverage at Rural/Metro LLC is below 4.0
      times;

   3) a provision that an additional $10 million from operating
      cash flow may be utilized to prepay the senior discount
      notes on the condition that 100 percent of those notes are
      paid; and

   4) an increase in the amount of several existing baskets under
      the agreement, including those governing acquisitions,
      purchase money debt, permitted joint ventures and capital
      expenditures.

The overall liquidity profile of Rural/Metro is considered to be
adequate as it is anticipated that internally generated cash flow
will be sufficient to fund the company's minimal working capital
requirements, capital expenditures and debt service requirements
over the next year.  The company has already met the required
principal requirements of one percent per annum until final
maturity under its senior secured term loan 'B', therefore it is
expected that internally generated cash flow will be adequate to
cover material, unscheduled prepayments under this obligation
during the upcoming year.  Rural/Metro should also be able to
access its $20 million revolving credit facility as an external
form of liquidity.  Virtually all of the company's assets are
encumbered under its senior secured credit agreement; therefore,
there is no alternate source of liquidity.  There are, however, no
material scheduled debt maturities prior to 2010.

Rating actions:

   Issuer: Rural/Metro LLC

   * Upgraded the existing $167 million senior secured credit
     facilities to B1 from B2, consisting of a $20 million Senior
     Secured Revolving Credit Facility, due 2010; a $35 million
     Senior Secured Letter of Credit Facility, due 2011; and a
     $112 million Senior Secured Term Loan B, due 2011

   * Upgraded the existing $125 million, 9.875%, Senior
     Subordinated Notes, due 2015, to B3 from Caa1

   Issuer: Rural/Metro

   * Upgraded the existing $55.6 million, 12.75% Senior Discount
     Notes, due 2016, to Caa1 from Caa2

   * Affirmed the existing Corporate Family Rating, rated B2

The ratings outlook has been upgraded to positive from stable.

Rural/Metro Corporation provides emergency and non-emergency
medical transportation, fire protection and other safety services
in 22 states and approximately 365 communities throughout the
United States.  Revenue for the twelve months ended Dec. 31, 2005,
was approximately $540 million.


RUSSEL METALS: Moody's Raises Senior Unsecured Debt Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service raised its ratings for Russel Metals,
raising the company's corporate family rating to Ba1 from Ba2.
Moody's upgrade considers the company's:

   (1) tight control of operating costs, which bolsters its
       profit margins and cash flow;

   (2) effective management of working capital;

   (3) favorable liquidity profile; and

   (4) disciplined and successful track record with respect to
       acquisitions.

In addition, the favorable fundamentals are enhanced by the
recently-concluded CDN$257.5 million equity offering.  While
Moody's does not expect Russel to retire a material amount of debt
with the proceeds of the equity offering, the boost to equity
lowers Russel's pro forma debt to total capital ratio to
approximately 21% from 28% and gives it a cash balance of
approximately CDN$300 million.  The company's senior unsecured
rating, raised to Ba2 from Ba3, is one notch below the Corporate
Family rating, reflecting its effective subordination to the
company's recently reduced $125 million senior secured bank
facility.

These ratings were raised:

   * Corporate family rating -- to Ba1 from Ba2

   * Senior unsecured rating -- to Ba2 from Ba3

Since the end of 2003, Russel has reduced its debt despite 74% and
56% growth in sales and net working capital, respectively.  As a
result, at Dec. 31, 2005, it logged these leverage metrics: net
working capital to debt of 1.8x, tangible assets to debt of 4x,
and retained cash flow to debt of 38%, all calculated using
Moody's standard adjustments.

Under the equity clawback provision governing its 6.375% senior
notes, Russel could redeem up to 35% of its outstanding senior
notes with the proceeds of the equity offering.  However, given
its moderate leverage, Moody's does not expect Russel to retire a
sizable portion of its debt.  Rather, we think Russel will use the
equity proceeds for acquisitions, although it may be a while
before a transaction occurs.  While a large acquisition could
increase Russel's leverage, we do not see this as a threat to the
upgraded ratings due to the company's favorable operating
performance, large cash position, and its track record for
exercising constraint when making acquisitions and rapidly
integrating and realizing cost savings from the acquired
companies.

In the current favorable steel market, Russel has been able to
improve margins as well as expand sales.  Its 2005 operating
margin was 7.7% and it generated CDN$136 million in operating cash
flow.  Operating cash flow was aided by relatively stable steel
prices, which lessened working capital demands.  While Russel's
operating margins would dip in the event of declining steel demand
or prices, the countercyclical nature of metal distributors'
working capital would be expected to generate positive cash flow
in a downturn.  This trait, combined with the modest level of
Russel's debt relative to its working capital, makes its leverage
very manageable.

However, acquisition risk does limit Russel's prospects for an
upgrade to an investment grade rating within the next 12 months.
Nevertheless, a further upgrade is possible depending on Russel's
strategic actions and the outlook for metal markets and the North
American economy.  Other factors that Moody's would watch in
reference to a potential upgrade include sustained operating
margins above 6%, debt levels that are a fraction of net working
capital, access to ample liquidity to fund working capital needs,
and working capital management that continues to rank with the
best in its sector.

Moody's stable rating outlook reflects stable industry conditions,
with solid global steel demand across most markets, buoyed by high
international steel prices and strong demand for energy-related
products.  In addition, Russel's leading market share in Canada,
its conservative management, and the countercyclical nature of its
working capital support the stable rating.

Russel is the largest metals service center company in Canada,
with a 25% market share.  Its service centers focus on long
products, plate, and sheet.  Its two other segments distribute oil
country tubular goods and act as master distributors to other
steel service centers and equipment manufacturers.  Russel is
headquartered in Mississauga, Ontario.


RIVERSTONE NETWORKS: Lucent Wins Auction with $207 Million Bid
--------------------------------------------------------------
Lucent Technologies (NYSE:LU) was declared the winner of the
auction for the sale of Riverstone Networks, Inc.'s business.

Lucent's final bid was $207 million in cash, as well as certain
modifications to the Asset Purchase Agreement originally signed by
the parties on Feb. 7, 2006.  The terms are subject to final
approval by the U.S. Bankruptcy Court, which is scheduled for
today, March 23, 2006.

"We're excited to become a part of Lucent, and believe our
customers will benefit from end-to-end solutions available from a
single source as a result of the combination of our businesses,"
Riverstone Networks President and CEO Oscar Rodriguez, said.  "We
are pleased that our stockholders have realized greater value as a
result of the auction process.  We also appreciate the commitment
to the company shown by our customers, vendors and employees
throughout this process."

"We are pleased to have won the auction for Riverstone Networks
assets, and look forward to receiving the final court approval and
other clearances that will allow us to begin the integration
process," Ken Wirth, president, Multimedia Network Solutions, at
Lucent, said.  "Riverstone's people and products will play an
important role in advancing Lucent's end-to-end converged
Ethernet/optical solutions and helping us in our efforts to take
share of a growing Ethernet carrier market."

The parties currently expect the transaction to close in early
April.

                   About Lucent Technologies

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

Lucent Tech's 8% Convertible Subordinated Debentures due 2031
carry Moody's Investors Services's B3 rating and Standard & Poor's
CCC+ rating.

                   About Riverstone Networks

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


SFA CABS: Moody's Junks $12.5 Mil. Class C Notes Rating from Baa2
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the following
classes of notes issued in 2001 by SFA CABS II CDO, Ltd., a
structured finance collateralized debt obligation issuer:

   (1) The $50,000,000 Class B Second Priority Senior
       Secured Floating Rate Notes due 2036

       * Prior Rating: Aa3
       * Current Rating: Ba2

   (2) The $12,500,000 Class C Mezzanine Secured Floating
       Rate Notes due 2036

       * Prior Rating: Baa2
       * Current Rating: C

The rating actions reflect the deterioration in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of structured finance securities, as well as the
occurrence of par losses, and the continued failure of certain
collateral and structural tests, according to Moody's.


SMART PAPERS: Files for Voluntary Chapter 11 Protection
-------------------------------------------------------
On March 21, 2006, SMART Papers, LLC, and certain of its
affiliates filed voluntary petitions for relief under Chapter 11
of the U.S. Bankruptcy Code with the United States Bankruptcy
Court for the District of Delaware.  SMART Papers also filed
motions with the Court seeking immediate relief to ensure the
company's continued ability to conduct normal operations.

The company said Chapter 11 protection would enable it to address
its financial challenges and become a more efficient, cost-
effective manufacturer and supplier of printing papers in North
America.

After careful consideration of all alternatives, SMART Papers and
certain of its affiliates elected to file for Chapter 11 and
determined that the action was in the best interest of the
company, its employees, customers, creditors, suppliers and other
stakeholders.

SMART Papers said it expects to continue operations at its
Hamilton, Ohio, papermaking center, and its Buena Park, California
distribution facility, as well as through its affiliate's West
Chicago, Illinois distribution center, throughout the Chapter 11
process.

To help support its business during the Chapter 11 proceedings,
SMART Papers has obtained debtor-in-possession financing from
Wachovia Capital Finance, Ft. Lauderdale, and CIT Group, New York.

"Our customers can be confident that we are in business--
manufacturing and distributing our core lines of cast-coated,
matte-coated and premium uncoated papers at our Hamilton, Ohio
headquarters," said SMART Papers CEO and President Tim Needham.  
"Our customers also can rest assured that they are our first
priority and that sales and customer service functions will stay
in place."

"Electing to file Chapter 11 is a necessary and responsible step.  
It will preserve the company's value for the benefit of all
parties who have an interest in the company's future," Mr. Needham
added.

The company said it specifically expects to continue to:

     -- Manufacture and market its portfolio of 12 premium cast-
        coated, matte-coated and uncoated writing text and cover
        brands;

     -- Maintain and/or expand its relationships with customers,
        fulfill orders and provide sales and customer support
        services;

     -- Provide employee wages, healthcare coverage and similar
        benefits without interruption; and

     -- Pay suppliers for goods and services received during the
        Chapter 11 process.

                    Transformation Strategy

During the last 10 months, SMART Papers and its affiliates
implemented an aggressive transformation process in its effort to
increase profitability.  However, the company was hampered by fast
rising and, in some cases, record-setting costs for energy, wood
fiber, transportation and logistics.  This, together with
continued pressure on gross margins for commercial printing
papers, did not allow the company to realize the full benefits of
its transformation strategy as quickly as it intended.

On March 17, 2006, SMART Papers announced its affiliate, PF
Papers, LLC, would discontinue operations at its Park Falls,
Wisconsin, pulp and papermaking facilities.  PF Papers acquired
that operation in February 2005 after the prior owners, Fraser
Papers of Toronto, Canada, said it would discontinue its Midwest
U.S. operations and shut down the plant.

Mr. Needham said PF Papers and its employees worked hard to
restructure the Park Falls papermaking center but were unable to
offset the rising input costs and pricing pressures on many of its
brands manufactured in Wisconsin.

Officials from SMART Papers and certain of its affiliates
determined that they had no effective alternative but to use the
protection provided by the U.S. bankruptcy laws.  SMART Papers
said the time and flexibility available to it under the Chapter 11
process will enable it to strengthen and expand its transformation
strategy.  This will help ensure the maximum value for the company
and its assets are realized.

                     About SMART Papers

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC, --
http://www.smartpapers.com/-- is an independent manufacturer and  
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.   The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr.
D.Del.Case No. 06-10269).  Ian S. Fredericks, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
unknown estimated assets and $10 million to $50 million estimated
debts.


SMTC CORPORATION: Reports Fourth Quarter and Annual Results
-----------------------------------------------------------
SMTC Corporation (Nasdaq: SMTX, TSX: SMX) reported revenue of
$58.1 million and net income of $1.4 million for the fourth
quarter ended December 31, 2005, compared with revenue of
$48.0 million and a net loss of $3.2 million for the quarter
ended December 31, 2004.

Net income in the fourth quarter of 2005 includes an income
tax recovery of $0.6 million while the net loss for the fourth
quarter of 2004 included net restructuring and other charges of
$1.1 million.  The Company also generated cash from operations
of $7.0 million during the fourth quarter of 2005 compared with
$6.2 million in the fourth quarter of 2004.  In the third quarter
of 2005, the Company reported revenue of $64.6 million and net
income of $0.8 million.

"Our fourth quarter results demonstrate our continuing progress in
improving our financial results," stated John Caldwell, President
and Chief Executive Officer.  "Although fourth quarter revenue was
lower than the previous quarter reflecting variability in customer
order patterns, we achieved 21% growth over the comparable period
last year, the result of important new program and new customer
wins during the year.  It was also the third consecutive quarter
of earnings growth."

"Following a lengthy period of declining revenue and operating
losses, SMTC reversed this trend in 2005 showing significant
improvement across all metrics," stated Jane Todd, Senior Vice
President and Chief Financial Officer.  "Our annual performance in
2005 reflects somewhat lower results than 2004, the result of
higher but declining revenue in the first two quarters of 2004".

For the fiscal year ended December 31, 2005, the Company reported
revenue of $228.8 million and a net loss of $0.1 million compared
with revenue of $244.6 million and net income of $0.6 million for
the fiscal year ended December 31, 2004.

Gross profit for the fourth quarter of 2005 was $4.9 million or
8.4% of revenue compared with $5.5 million or 8.5% of revenue for
the previous quarter and $1.5 million or 3.1% of revenue for the
fourth quarter of 2004.  Gross profit for the fourth quarter of
2004 includes net restructuring and other charges of $0.6 million
or 1.3% of revenue.

In the fourth quarter of 2005, the Company applied the $7.0
million in cash generated from operations to reduce long-term
debt and capital lease obligations by $6.8 million and invested
$0.2 million in capital assets.  Cash generated from operations
for fiscal year 2005 was $8.4 million compared to $5.1 million for
fiscal year 2004.  The amount outstanding under the Company's
$40 million revolving credit facility at December 31, 2005, was
$2.0 million compared with $8.1 million at October 2, 2005, and
$4.3 million at December 31, 2004.

"We anticipate that 2006 will be a year of growth in both revenue
and earnings.  However, given the unpredictability of customer
order patterns that can affect quarterly results, we intend to
provide annual directional guidance only that will be updated on a
quarterly basis," Mr. Caldwell said.

                     About the SMTC Corp

Headquartered in Markham, Ontario, SMTC Corporation --
http://www.smtc.com/-- is a global provider of advanced  
electronic manufacturing services.  The Company's electronics
manufacturing centers are located in; Boston, Massachusetts; San
Jose, California; Toronto, Canada; and Chihuahua, Mexico with a
third party facility in Chang An, China.  SMTC offers technology
companies and electronics OEMs a full range of value-added
services.  SMTC supports the requirements of a growing,
diversified OEM customer base primarily within the industrial,
networking, communications and computing markets.  SMTC is a
public company incorporated in Delaware with its shares traded on
the Nasdaq National Market System under the symbol SMTX and on The
Toronto Stock Exchange under the symbol SMX.

SMTC Corporation carries Moody's Investors Service's Caa1 Issuer
Rating, which was downgraded on May 13, 2002.


SMURFIT-STONE: S&P Affirms Low-B Ratings & Changes Outlook to Neg.
------------------------------------------------------------------
Fitch changed Smurfit-Stone Container Corporation's (SSCC) Rating
Outlook to Negative and affirmed the company's senior unsecured
and issuer default ratings as:

   -- Issuer default rating at 'B+'
   -- Senior unsecured at 'B+/RR4'
   -- Senior secured bank debt at 'BB+/RR1'
   -- Preferred stock at 'B-/RR6'

SSCC's leverage to earnings (debt/EBITDA) is high, but last year-
end's ratio of 7.7x is an anomaly.  Third and fourth quarter
results were afflicted with abnormally high fiber and energy
costs.  Nevertheless, SSCC's financial profile is weak,
particularly when facing the costs of an aggressive restructuring
of the company.

Having shut almost 500,000 tons of machine capacity at three
different locations, SSCC will next eliminate costs in its
converting system.  SSCC plans to close up to 20% of its
downstream box plants and six corrugators while increasing cost-
efficient throughput in other larger facilities.  This, together
with centralized purchasing, is targeted to cut nearly $600
million out of SSCC's cost structure by the end of 2008.

SCC will also refocus its converting plants on grades best suited
to its machines, abandoning geographic markets in favor of a
product focus.  The company is also planning to move commodity
manufacturing into higher-end custom packaging in more lucrative
markets.  This shift, without disenfranchising its existing
customer base, is intended to raise top line revenues by $650
million by the same 2008 target date.

SSCC's restructuring is estimated to cost $400 million in annual
capital and a total of $130 million in cash restructuring costs.
The intended sale of SSCC's Consumer Packaging business is
necessary to finance the cost and a lynchpin to the soundness of
the plan.

In Fitch's view alternatives are few.  SSCC's competitive
landscape is also moving to improve profitability by eliminating
costs, and capacity reduction is a necessary response to:

   * global changes in manufacturing venues;
   * growth in niche market segments and weakness in others; and
   * changing product preferences.

SSCC should likely realize cost savings by running higher volumes
through fewer, faster machines and dropping low volume SKUs.  
Plans to further penetrate higher growth pharmaceutical and food
packaging markets are less assured and elevate competitive risk.
If the company's plans are working, operating margins should begin
to show signs of improvement, even without price increases in
boxes and linerboard, and will be the yardstick for success of the
company's plans and the precursor of further rating actions.

SSCC is:

   * a North American leader in the production of corrugated
     boxes;

   * a leading producer of folding cartons; and

   * the world's largest recycler of paper products.

SSCC produces over 7 million tons of linerboard and ships over 85
billion square feet of boxes annually.  Sales in 2005 were in
excess of $8 billion.


SOUNDVIEW TRUST: Moody's Puts Low-B Ratings on Two Cert. Classes
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Soundview Home Loan Trust 2006-OPT1, Asset-
Backed Certificates, Series 2006-OPT1, and ratings ranging from
Aa2 to Ba2 to the subordinate certificates in the deal.

The securitization is backed by Option One Mortgage Corporation
originated adjustable-rate and fixed-rate subprime mortgage loans
acquired by Financial Asset Securities Corp.  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.
Moody's expects collateral losses to range from 5.20% to 5.70%.

Option One Mortgage Corporation will service the loans.  Moody's
has assigned Option One its top servicer quality rating as a
primary servicer of subprime loans.

The complete rating actions are:

               Soundview Home Loan Trust 2006-OPT1,
            Asset-Backed Certificates, Series 2006-OPT1

                   * Class I-A-1, Assigned Aaa
                   * Class II-A-1, Assigned Aaa
                   * Class II-A-2, Assigned Aaa
                   * Class II-A-3, Assigned Aaa
                   * Class II-A-4, Assigned Aaa
                   * Class M-1, Assigned Aa2
                   * Class M-2, Assigned Aa3
                   * Class M-3, Assigned A1
                   * Class M-4, Assigned A2
                   * Class M-5, Assigned A3
                   * Class M-6, Assigned Baa1
                   * Class M-7, Assigned Baa2
                   * Class M-8, Assigned Baa3
                   * Class M-9, Assigned Ba1
                   * Class M-10, Assigned Ba2

The Class M-9 and Class M-10 certificates have been sold in a
privately negotiated transaction without registration under the
Securities Act of 1933 under circumstances reasonably designed to
preclude a distribution thereof in violation of the Act.  The
issuance has been designed to permit resale under rule 144A.


TRM CORP: S&P Downgrades Corporate Credit Rating to CCC from B+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Portland, Oregon-based TRM Corporation to 'CCC' from
'B+' and revised its CreditWatch placement to developing from
negative.  The downgrade reflects the weakened status of the
company's loan agreement as outlined in its forbearance agreement
and amendment with its bank group.
      
"The agreement indicates the company likely is in default of
financial covenants as of Dec. 31, 2005, and will likely remain in
default as of March 31, 2006," said Standard & Poor's credit
analyst Lucy Patricola.

While the agreement stipulates a 90-day forbearance period, during
which the lenders agree not to take action as a result of the
defaults, the loans may -- without additional extensions or a
refinancing plan as of June 15, 2006 -- be accelerated.  Further,
the company has delayed filing its year-end financial statements
in order to allow management to complete the preparation of the
statements and to complete its assessment of the company's
internal control over financial reporting.  The statements may
include a qualified opinion from its auditors.
     
TRM operates about 18,000 ATMs and 24,000 photocopiers across:

   * the U.S.,
   * Canada, and
   * the U.K.

While the company reported about $20 million of EBITDA for the
first half of 2005, profitability weakened sharply in the
September quarter, dropping to about $6 million.  TRM reduced debt
with the proceeds of an equity offering in October 2005, to about
$95 million, from $127.6 million as of Sept. 30, 2005.
     
Standard & Poor's will monitor:

   * the company's progress in filing its statements;

   * any further actions taken by its lenders; and

   * ongoing operating trends to determine the final impact on the
     rating.

Upside rating potential is predicated on successful resolution of
its forbearance agreement on its credit facility and confirmation
of acceptable profitability trends.  If the company is
unsuccessful in its refinancing efforts by June 15, 2006, the
creditors could accelerate the debt.


TRM CORP: Moody's Junks Corp. Family Rating with Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of TRM Corporation to Caa1 from B2 and assigned a negative
outlook.  The downgrade is driven by the momentum of continued
deterioration through 2005 Q3 of TRM's photocopying business and
performance of its recently acquired eFund, an ATM business in the
U.S. Revenue from its photocopy business has declined 20% for the
first three quarters of fiscal 2005 year over year.

Furthermore, the company also announced last week that it is in
violation of its bank covenants, partly due to a 4th quarter 2005
charge related to its on-going Travelex acquisition negotiations
in the U.K.  In the same press release, TRM also announced that
its 2005 10K filing would be delayed.  TRM's overall gross and
operating margins have contracted significantly over the first
three quarters of 2005.  Liquidity at the end of its September
2005 quarter was thin, with a cash balance of $3 million.  Moody's
surmises that 4th quarter 2005 operations may have continued with
the negative momentum and further exacerbate TRM's liquidity.

Going forward, Moody's review will focus on TRM's business
fundamentals of its photocopy business, ATM business, and
prospects of its potential Travelex acquisition as well as results
of its negotiations with its creditors and 10Kfiling. Ratings
could be downgraded further pending the results of these reviews
and TRM's liquidity situation.

As part of the ratings action, Moody's also downgraded TRM's SGL
rating to SGL-4 from SGL-2.

These ratings have been downgraded, with a negative outlook:

   * B2 Corporate Family rating to Caa1

   * B2 Senior Secured Bank Credit Facility Rating to Caa1

   * Speculative Grade Liquidity rating from SGL-2 to SGL-4

Headquartered in Portland, Oregon, TRM Corporation is a consumer
services company that owns and operates off-premise, or non-bank
branch sited, ATM networks.  In addition, TRM owns and operates a
self-service photocopier network.


U.S. STEEL: Moody's Lifts Ba2 $348MM Senior Notes Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings for United States
Steel Corporation, raising the company's corporate family rating
to Ba1 from Ba2.  In a related rating action, Moody's affirmed US
Steel's SGL-1 speculative grade liquidity rating.  The upgrade
reflects the company's significantly strengthened operating
margins and coverage ratios, its improved capital structure, and
its greater geographic diversification.  As a result, Moody's
views the company as better placed to cope with the inherent
cyclicality of its markets and the high operating leverage of its
asset base.  The rating outlook is stable.

These ratings were upgraded:

      * $347.7 million of 10.75% senior unsecured notes
        due 2008 -- to Ba1 from Ba2,

      * $378.5 million of 9.75% senior unsecured notes
        due 2010 -- to Ba1 from Ba2,

      * $49.3 million of Sr. Quarterly Income Debt Securities
        due 2031-to Ba1 from Ba2

      * Pollution Control Revenue Bonds Ser. 2005 due
        2016 - to Ba1 from Ba2

      * Corporate family rating -- to Ba1 from Ba2.

This rating was affirmed:

      * SGL-1 Speculative Grade Liquidity Rating.

Fundamentally, US Steel's Ba1 corporate family rating reflects its
sizeable position in the domestic steel industry, strategically
located operations, value-added product offerings, longstanding
customer relationships in the auto and appliance markets and
increasing geographic diversity with its growing Central European
operations.  The company's substantive cash position, alternative
liquidity available and absence of significant debt maturities
until 2008 further support the ratings.  The rating also captures
the long-term difficulties facing domestic steel producers
including highly volatile earnings due to the cyclicality of
markets served, high fixed costs and capex requirements, potential
competition from competing products and lower priced imported
steel products, as well as elevated raw material expenses.  
Nonetheless, Moody's expects US Steel improved metrics and
leverage position to be sustainable on a go forward basis.

The stable outlook reflects Moody's expectation that US Steel will
continue to evidence discipline in the management of its
production levels relative to its order book and that the improved
metrics will be sustainable over the next twelve to fifteen
months.  Moody's expects that 2006 performance should not be
materially dissimilar from 2005, that capital expenditures in the
$700 million range are manageable and that US Steel's liquidity
position will continue to be very good.  

Moody's sees a number of challenges to US Steel's rating moving to
investment grade including volatility of earnings and hence
coverage ratios, the increased cost base and risk of further
increase, which could significantly depress performance in a
downward steel price scenario, the company's high other liability
position, and the secured nature of its bank facility.  Further
upgrades to the rating will require demonstration that adjusted
debt/EBITDA can be sustained at less than 3.0x, that interest
coverage ratios can be sustained more toward the 7x range over the
price cycle and that the company remains free cash flow
generative.  Downside risks to the rating include major debt
financed acquisitions, significant increases in other liabilities,
or significant returns to shareholders that weaken the liquidity
cushion or increase debt.

Following significant industry restructuring in recent years US
Steel is now the third largest steel producer in the United States
with shipments of 19.7 million tons in 2005, down from 2004 levels
principally as a result of the major blast furnace rebuild at the
Gary works over most of the second half of the year.  The
consolidation of productive assets has been such that
approximately 60% of the steel making assets in the United States
are now controlled by just three producers, Nucor, US Steel and
Mittal USA.  US Steel has been an active participant in this
consolidation.

The rating also considers the unfunded position of US Steel's
domestic defined benefit pension plan, which Moody's views as
debt-like.  Although the company has no mandatory funding
requirements, it made a $130 voluntary contribution to its main
defined benefit pension plan in 2005.  Additionally, the company
made a $50 million voluntary contribution to its VEBA trust.  In
2006, the company expects costs for pension and other retirement
levels of about $300 million, down from 2004's level of $390
million.

The higher price environment for raw materials also poses a
challenge to performance going forward and Moody's believes that
there has been a permanent increase in the cost base for all
producers.  Here too, however, US Steel has made good inroads into
controlling production costs through negotiation of more favorable
labor contracts and solidifying its iron ore sourcing, for which
it is now 100% self sufficient domestically.  However, energy and
coking coal costs are expected to remain high.

US Steel's SGL-1 rating reflects the company's very solid
liquidity position, which is supported by $1.5 billion in cash
balances at year-end 2005, its $500 million accounts receivable
purchase facility, which is fully available, and its $600 million
revolver, secured primarily by inventory and receivables not sold
under the A/R purchase facility.  Except for approximately $6
million in L/C's issued, these facilities were not used in 2005
and Moody's does not expect any usage in 2006.  The SGL-1 rating
is further supported by the company's cash generating ability,
expected to remain strong in 2006, and the absence of any
significant debt maturities until 2008.  Moody's notes however
that the A/R facility has a November 2006 expiry date.

United States Steel Corporation, headquartered in Pittsburgh, is
an integrated steel producer, manufacturing and selling a wide
variety of steel sheet, tubular and tin products, as well as
metallurgical coke and taconite pellets.  The company has
operations in the United States, Slovakia, and Serbia.  For the
fiscal year ended Dec. 31, 2005, it shipped 19.7 million tons of
steel and reported sales of $14 billion.


UNIFRAX CORP: S&P Puts B+ Corp. Credit & Sr. Debt Ratings on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Niagara
Falls, New York-based Unifrax Corp. on CreditWatch with negative
implications, including:

   * the 'B+' corporate credit rating on the company; and
   * the 'B+' senior secured debt rating.

At Sept. 30, 2005, the ceramic fiber insulation products maker had
approximately $190 million of total balance sheet debt
outstanding.
      
"The CreditWatch placement reflects the possibility of a downgrade
if the company takes on a meaningful amount of additional debt to
finance its acquisition by AEA Investors LLC," said Standard &
Poor's credit analyst Natalia Bruslanova.  

On March 16, 2006, AEA announced that it had agreed to buy Unifrax
from American Securities Capital Partners, a private equity firm
that had acquired the company in 2003.
     
Before taking further rating action, Standard & Poor's will soon
meet with Unifrax management to discuss the financing of the
transaction and the company's financial policy following the
change in ownership.
     
Unifrax is a worldwide producer of ceramic fiber products used in
high-temperature applications in a wide variety of industries,
including:

   * chemical processes,
   * power generation,
   * ceramics and glass,
   * automotive,
   * fire protection, and
   * aerospace.

The company has a solid No. 2 market share in the global
refractory ceramic fiber market and holds the leading position in
North America and Europe.


WORLDCOM INC: Judge Gonzalez Expunges 6 401(k) Equity Loss Claims
-----------------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to expunge six claims,
asserting ownership of their stock in their 401(k) Salary Savings
Plan or, as defined WorldCom's Plan of Reorganization, WorldCom
Equity Interests:

   Claimant                 Claim No.      Claim Amount
   --------                 ---------      ------------
   Myers, Jamey                5903           $140,000
   Synder, Curtis             15030             29,592
   Cannon, Hubert Charles     15084             53,106
   Corcoran, Michael F.       15336             56,710
   Cohen, Brett               16707             29,274
   Le, Thach                  23207             24,224

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in New
York City, asserts that the Claims filed by the individual
participants in the Debtors' 401(k) Plan are duplicative of class
action claims asserted by 401(k) Plan participants in connection
with their holdings of the Debtors' stock -- the ERISA
Litigation.

Steven Vivien, Gail M. Grenier and John T. Alexander, each 401(k)
Plan participants and plaintiffs in the ERISA Litigation, filed a
Consolidated Master Amended Complaint on December 20, 2002.  The
Parties subsequently filed Claim No. 7811, incorporating the
Consolidated Complaint.

After settlement discussions among the Reorganized Debtors and the
Parties, an agreement was reached with respect to the allegations
made in the ERISA Litigation.  The Bankruptcy Court approved the
Settlement Agreement on August 24, 2004, subject to a final order.

The District Court then certified the Parties in the ERISA
Litigation as a class.  Then on October 18, 2004, the District
Court issued its final approval of the Settlement Agreement.

Mr. Perez also notes that the Debtors have filed their Fourteenth
Omnibus Objection to Proofs of Claim, seeking to reclassify and
subordinate various proofs of claim on the ground that those
claims arise from the purchase or sale of debt or equity
securities of the Debtors.

The Court granted the subordination request in part.  The Court
authorized the Debtors to notify claimants asserting claims
arising from the purchase or sale of securities of the Debtors,
that those claims are reclassified as Class 7 WorldCom
Subordinated Claims.  In accordance with the Plan, a holder of a
Class 7 WorldCom Subordinated Claim will not receive a
distribution on account of that claim.

                        *     *     *

Judge Gonzalez expunges the six Equity Claims.  The Court further
rules that to the extent any holder of an Equity Claim asserts a
claim for damages arising out of the purchase or sale of
securities of the Debtors, that claim will be treated as a Class
7 WorldCom Subordinated Claim.

                        About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 114; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                             *********

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.  Emi Rose
S.R. Parcon, Rizande B. Delos Santos, Cherry Soriano-Baaclo,
Terence Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva,
Lucilo Pinili, Jr., Tara Marie Martin, Marie Therese V. Profetana,
Shimero Jainga, and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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