TCR_Public/060328.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 28, 2006, Vol. 10, No. 74

                             Headlines

A&E SNAPFINGER: Case Summary & 13 Largest Unsecured Creditors
AIS ACQUISITION: Larger Term Loan Cues Moody's to Hold B2 Ratings
ALLEGHENY ENERGY: Board Assails Move on Mandatory Stock Retention
ALLIED HOLDINGS: U.S. Trustee Questions Gowling's Retention
ALLIED HOLDINGS: Inks Forbearance Agreement with DIP Lenders

AMCAST INDUSTRIAL: Committee Calls for Shutdown of Operations
AMCAST INDUSTRIAL: Wants Plan-Filing Deadline Moved to Sept. 27
AMERICAN CELLULAR: Posts $4.6M Net Loss for the Year Ended Dec. 31
ANCHOR GLASS: Wants to Assume Amended Temple-Inland Agreement
ANCHOR GLASS: Wants Open-Ended Deadline to Decide on Arkema Lease

ASSET BACKED: DBRS Rates $7.5MM Class M11 Certificate at BB(High)
ATA AIRLINES: Court Expands Scope of Ernst & Young's Engagement
ATA AIRLINES: U.S. Bankcorp Wants $3.9MM Administrative Claim Paid
AUSAM BIOTECH: Gets Final Order on DIP Loans & Cash Collateral
AUSAM BIOTECH: Creditors Must File Proofs of Claim by April 26

AVERY STREET: Moody's Puts Ba2 Rating on $8 Mil. Class E Notes
BALLY TOTAL: Wants Bondholders to Waive Reporting Defaults
BELHURST CLO: Moody's Rates $12.5 Million Class E Notes at Ba2
BLOUNT INC: Moody's Rates New Loans at Ba3 & Holds B2 Bond Rating
BLOUNT INC: S&P Affirms B Sub. Debt Rating with Stable Outlook

CALPINE CORP: Canadian Affiliates Can Implement Employee Program
CALPINE CORP: Wants Open-Ended Time to File Notices of Removal
CATHOLIC CHURCH: Marist Parties Wants Claims Allowed in Portland
CATHOLIC CHURCH: Court Amends GVA's Retention Order in Spokane
CEDAR CBO: Moody's Lifts $46MM Class II Notes' Rating to Baa3

CITIZENS COMMS: Donald R. Shassian Replaces Jerry Elliott as CFO
COLLINS & AIKMAN: Lear Settles Dispute with GE Capital
COLLINS & AIKMAN: Active Mould Asserts Lien on Molds
COMMUNITY HEALTH: Voluntary Chapter 11 Case Summary
COMPTON PETROLEUM: S&P Rates $150 Million Sr. Unsec. Notes at B

CONMED CORP: Moody's Rates Proposed $250MM Credit Facility at Ba2
CONMED CORP: S&P Rates Proposed $250 Mil. Credit Facility at BB-
COVAD COMMS: Inks $50MM Stock & Note Purchase Pact with Earthlink
CURATIVE HEALTH: Case Summary & 41 Largest Unsecured Creditors
DANA CORP: Asks Court to Establish Interim Compensation Procedures

DANA CORP: Undisputed Supplier Obligations Gets Priority Status
DELTA AIR: Gets Lenders Nod for Changes to $1.9 Billion DIP Loan
DENALI CAPITAL: Moody's Rates $14 Million Class B-2L Notes at Ba2
DIRECTVIEW INC: Withdraws June 2005 Registration Statement
DOBSON COMMS: $11.1MM of 1.5% Sr. Convertible Notes Up for Resale

DOLE FOOD: S&P Puts B+ Rating on Proposed $975 Million Facility
EASTMAN KODAK: $17 Mil. Revenue Bonds Paid & S&P Withdraws Rating
EPIXTAR CORP: Has Until April 4 to File Reorganization Plan
FDL INC: Case Summary & 20 Largest Unsecured Creditors
FEDDERS CORP: Delays Filing Annual Financial Reports for 2005

FIRSTLINE CORP: Hires Glassratner Advisory as Financial Advisor
FOAMEX INT'L: Court Okays Lorro Inc. and Foamex L.P. Stipulation
FREEDOM RINGS: Court Approves Amended Disclosure Statement
G+G RETAIL: Court Approves Davis & Gilbert as Corporate Counsel
GALVEX CAPITAL: Wants DiConza Law as Bankruptcy Co-Counsel

GENERAL MOTORS: PBGC Looks to Private Lawyers for Advice about GM
GLAZED INVESTMENTS: Pachulski Stang Okayed as Panel's Lead Counsel
GLAZED INVESTMENTS: Robert Coleman Okayed as Panel's Local Counsel
GOODYEAR TIRE: Files Prospectus for Resale of Conv. Senior Notes
HANOVER COMPRESSOR: S&P Puts B Rating on $150 Million Sr. Notes

HANOVER COMPRESSOR: To Publicly Offer $150 Million of Senior Notes
HANOVER COMPRESSOR: Moody's Holds Junked Preferred Stock Rating
HIGH VOLTAGE: Court Agrees to $1.3 Mil. Preconfirmation Payment
HSI ASSET: Moody's Puts Low-B Ratings on Two Certificate Classes
ICOS CORPORATION: Dec. 31 Balance Sheet Upside Down By $59 Million

ICOS CORPORATION: Will Hold Annual Stockholders Meeting on May 11
IMPERO INC: Wants Chapter 11 Bankruptcy Case Dismissed
INTEGRATED DISABILITY: Files Schedules of Assets and Liabilities
INTELSAT LTD: Names Jeffrey P. Freimark as Executive VP & CFO
ISLES CBO: Moody's Places Ba2 Note Ratings on Watch & May Upgrade

ITC HOMES: Court Denies M&S Unlimited's Pitch to Dismiss Case
LAGUARDIA ASSOCIATES: Taps Robert Price as Special Counsel
LUCENT TECH: Alcatel Deal Cues Moody's to Hold Low-B Ratings
LUNN 119TH: Court Okays Plante & Moran's Retention as Accountants
MEDCO HEALTH: Lockout Looms for United Steelworker Members

MESA TRUST: Low Debt Enhancement Level Cues Moody's Rating Review
METABOLIFE INT'L: Court Threatens Chapter 7 Conversion
MILE HIGH: U.S. Trustee Appoints Eight-Member Creditors Committee
MILE HIGH: Chap. 11 Trustee has Until Aug. 12 to Decide on Leases
MUSICLAND HOLDING: Verizon Wants Service Contract Decision Now

NAVISTAR INT'L: Gets Consents from 4.75% Subordinated Noteholders
NEW CENTURY: S&P Affirms BB Rating & Changes Outlook to Negative
OBSIDIAN ENT: Losses & Equity Deficit Prompt Going Concern Doubt
OCEANVIEW CBO: Poor Credit Quality Prompts Moody's Rating Review
ON TOP COMMS: Wants Until April 19 to Decide on La. Studio Lease

OVERWATCH SYSTEMS: S&P Affirms B+ Ratings with Stable Outlook
OWENS CORNING: 8 Parties Say Disclosure Statement is Inadequate
OWENS CORNING: Wants Court to Okay Revised Plan Voting Protocol
PENNSYLVANIA REAL: Inks $150 Mil. Interest Rate Swap Agreements
PETROLEUM HELICOPTERS: Launches Cash Offer for 9-3/8% Senior Notes

PINNACLE CBO: Credit Quality Decline Cues Moody's Ratings Review
QUEEN'S SEAPORT: Disclosure Hearing Scheduled for March 30
QUEEN'S SEAPORT: Has Until April 20 to Decide on Long Beach Lease
RAPID LINK: January 31 Balance Sheet Upside-Down by $49.8 Million
REAL ESTATE: Moody's Rates $500,000 Class L Certificates at (P) B3

SABRELINER CORP: Debt Retired & Moody's Withdraws All Ratings
SAINT VINCENTS: Assumes University Place Lease
SAINT VINCENTS: Court Directs Former Broker to Produce Documents
SEA CONTAINERS: S&P Downgrades Corporate Credit Rating to CCC+
SEQUA CORP: S&P Affirms BB- Rating & Revises Outlook to Stable

SOLUTIA INC: Court Approves DIP Loan Increase & Term Extension
SOLUTIA INC: Water Works Won't Assert $30 Million Claim
SOLUTIA INC: Equity Panel's Report on Monsanto Case Draws Fire
SOUTHERN UNION: Board Declares Cash Dividend on Common Stock
SPEEDY TRACK: Case Summary & 9 Largest Unsecured Creditors

STELCO INC: Posts $120 Million Net Loss in 2005 Fourth Quarter
STILLMAN LOFTS: Case Summary & 4 Largest Unsecured Creditors
TKO SPORTS: Hires Paul Keul of Deloitte & Touche as Accountant
TRM CORP: Jeffrey F. Brotman Elected as Interim President & CEO
US MICROBICS: Posts $6.4MM Total Shareholders' Deficit in FY 2005

VALENTINE PAPER: Disclosure Hearing Scheduled for April 25
VERTIS INC: Increasing Debt Burden Cues Moody's to Junk Ratings
VERTIS INC: Earns $10.3 Million in 4th Quarter 2005
WASTE SERVICES: $39 Mil. Liberty Deal Cues Moody's to Hold Ratings
WESTAR ENERGY: Fitch Raises Issuer Default Rating to BB+ from BB

WHITEHORSE III: Moody's Puts Ba2 Rating on $12MM Class B-2L Notes
WILLIAM KENTER: Case Summary & 10 Largest Unsecured Creditors
WOOD RESOURCES: Narrow Product Line Prompts Moody's B3 Ratings
XTO ENERGY: Moody's Puts (P)Ba2 Preferred Stock Rating on Watch

* Large Companies with Insolvent Balance Sheets

                             *********

A&E SNAPFINGER: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: A & E Snapfinger Woods, LLC
        4438 Thurgood Estate Drive
        Ellenwood, Georgia 30294

Bankruptcy Case No.: 06-63264

Chapter 11 Petition Date: March 24, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Ralph Goldberg, Esq.
                  Ralph Goldberg, P.C.
                  1766 Lawrenceville Highway
                  Decatur, Georgia 30033
                  Tel: (404) 636-0331
                  Fax: (404) 320-1922

Total Assets: $2,545,700

Total Debts:  $1,991,650

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
J.P. Petroleum, LLC              Trade Debt - Gas       $50,000
8255 Dunwoody Place
Building 17, Suite 100
Atlanta, GA 30350

U.S. Money Order                                         $9,000
Lithonia, GA 30058

MBNA                             Credit Card             $6,300
Platinum Plus for Business
P.O. Box 15469
Wilmington, DE 19886-5469

Internal Revenue Service         Employee Taxes          $6,000

Battle Law Group                 Attorney Fees           $4,500

DeKalb County Sanitation         Sanitation              $4,500

Georgia Department of Revenue    Sales Tax               $3,000

ADT Security                     Security                $3,000

Georgia Department of Labor      Employee Taxes          $1,500

Petry                                                    $1,300

Atlanta Coffee Services          Coffee                    $800

National Welders                 Trade Debt - Gas          $300

Coke Fountain                    Trade Debt -              $150
                                 Softdrinks


AIS ACQUISITION: Larger Term Loan Cues Moody's to Hold B2 Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings AIS Acquisition
Corporation, a subsidiary of Overwatch Systems, LLC, Corporate
Family Rating and senior credit facility of B2, on the company's
announcement that it will amend and increase the size of its term
loan facility to fund a planned acquisition.  The rating outlook
is stable.

The ratings continue to reflect Overwatch's high debt levels
relative to a small revenue base, reliance on a limited number of
products concentrated predominantly in programs at the Department
of Defense and intelligence agencies, a short history under
current management, and integration risk associated with
acquisitions.  Ratings positively consider the company's ability
to grow its revenue base from acquisitions, the strength of the
current environment related to intelligence technology, adequate
liquidity, and capital support from equity sponsors.

The stable outlook reflects Moody's expectations that the company
will successfully integrate recently-acquired business units,
while continuing to renew and expand its government contract
software services business under approximately the same pricing
and terms as are currently enjoyed.  If accomplished this should
allow for a modest amount of debt reduction over the near-term.

The ratings or their outlook may be subject to downward revision
if the company were to increase debt for unexpected working
capital or CAPEX purposes, for large levered acquisitions of other
companies or assets, or to finance any distribution of capital to
shareholders.  Ratings could also be negatively impacted if a
change in the competitive structure of the markets in which
Overwatch operates were to result in lower pricing and reduced
margins, or if revenue growth implied in Overwatch's backlog,
which is dominated by Future Combat Systems related work, were to
fail to materialize as expected, resulting in free cash flow of
less than 5% of total debt or debt/EBITDA of over 5 times over a
prolonged period.  Conversely, ratings or their outlook may be
positively impacted if the company demonstrates the ability to
substantially increase both the size and breadth of its customer
base, diversifying its backlog , while maintaining current levels
of free cash flow and reducing leverage to below 3.5 times on a
sustained basis.

These ratings have been affirmed:

Issuer: AIS Acquisition Corp.

   * $120 million senior secured credit facilities, amended to
     consisting of a $10 million revolving credit facility due
     2011 and a $110 million term loan B due 2011, at B2;

   * Corporate Family Rating of B2

Overwatch Systems, LLC, headquartered in Morristown, New Jersey,
is a leading information technology service provider to the
defense and intelligence communities.  Its first acquisition,
Austin Info Systems, is a leading software developer of multi-
source intelligence analysis products primarily for the US armed
forces.  Thorough its subsidiary Overwatch Systems of Virginia,
Inc., the company is also a leader in developing Image
Exploitation and Analysis software primarily for the Intelligence
Community.


ALLEGHENY ENERGY: Board Assails Move on Mandatory Stock Retention
-----------------------------------------------------------------
Allegheny Energy, Inc.'s Board of Directors says a proposal to
adopt a policy for senior executives and directors to commit to
hold throughout their tenure at least 50% of all Allegheny Energy
shares that they obtain by exercising stock options is
"unnecessary".

The move is one of seven proposals by some of the Company's
shareholders that will be up for a vote during the Company's
Annual Meeting of Shareholders on May 11, 2006.  The Board is
recommending a rejection of these moves.

                 The Shareholder Resolution

The resolution submitted to the Board on the proposal cites the
accounting scandals at Enron, Worldcom and other companies as
basis for the move.  The granting of stock options to executives
has become more controversial.  Stock options are said to provide
incentives to senior executives which conflict with the interests
of regular stockholders.  Stock options promise executives all the
gain of stock price increases yet none of the risk of stock price
declines.  For this reason, stock options can encourage action to
boost short-term stock price at the expense of long-term
shareholder value.  Furthermore, the Company's management
allegedly does not provide information to shareholders on
potential short-term stock spikes that the management knows about.  

Unlike direct stock ownership, stock options can also discourage
executives from increasing dividends because option holders are
not entitled to dividends.  This is particularly important to
shareholders since dividends were altogether eliminated.

This proposal can align director and executive interests with
those of regular shareholders.  This policy seeks to decouple
executive and director compensation from short-term price
movements.  This is designed to encourage emphasis on long-term
gain while giving directors and executives the flexibility to sell
up to 50% of such holdings.

Adopting this policy is said to be a good way to assure
shareholders that the Company's directors and senior executives
are committed to the long-term growth of Allegheny Energy and the
restoration of our dividend.  This would be in contrast to a
tendency toward market-timing and short-term gains.

                     The Board's Contention

At the 2005 Annual Meeting of Stockholders, the Company's
stockholders rejected a substantially identical proposal and
should continue to do so.

In 2005, the Company adopted stock ownership guidelines to more
closely align the interests of the Board and senior executive
officers with its stockholders.  Members of the Board and senior
executive officers are expected to own a significant equity
interest in the Company, in the form of common stock, vested
common stock units or deferred cash compensation allocated to the
Company's phantom stock fund.  Allegheny Energy's stock ownership
guidelines are available at http://ResearchArchives.com/t/s?6f8at  
no charge

Under the Company's guidelines, senior executive officers are
required to hold stock in amounts ranging from one to three times
their annual salary, depending on their position with the Company.
Directors must hold six times their annual cash retainer in Common
Stock.  The Board believes that this policy provides an
appropriate framework that encourages stock ownership and a focus
on long-range strategic management of the business.

Additionally, the Board does not believe that adopting this
proposal would serve stockholder interests.  The stock retention
policy advocated in this proposal would diminish the value of the
Company's equity compensation programs and would make the Company
less competitive in its ability to hire key talent.  The high
stock ownership threshold suggested by this proposal is likely to
limit the ability of the Company's executives to diversify their
assets, thus diminishing the Company's ability to attract
executive talent.

Therefore, the Board believes that this stockholder proposal is
unnecessary.  The Board believes that the concerns this
stockholder proposal raises have been addressed more appropriately
by the Company's stock ownership guidelines, which the Board has
the ability to adjust as it deems appropriate.

                   Annual Shareholders Meeting

The Company will hold its Annual Meeting of Stockholders at the
Hilton New York, 1335 Avenue of the Americas, New York, New York,
on May 11, 2006, at 9:30 a.m., Eastern Daylight Savings Time.

Other items in the agenda include:

   (1) election of nine directors to hold office until the 2007
       annual meeting and until their successors are duly elected
       and qualified; and

   (2) ratification of the appointment of the Company's
       independent registered public accounting firm;

Other shareholder proposals up for a vote are:

   (1) requiring the Chairman of the Board to have no other
       management duties, titles, or responsibilities;

   (2) requiring that key board committees of audit, nomination
       and compensation be chaired by highly-qualified independent
       directors who are not over-committed;

   (3) adopting a policy that a significant portion of future
       stock option grants to senior executives shall be
       performance-based;

   (4) adopting a policy that any merger, which includes "golden
       parachutes or golden hellos", be required to allow
       shareholders to vote on the dollar amount of such golden
       pay as a separate item on the same ballot;

   (5) adopting a policy whereby, in the event of a restatement of
       financial results, the board will review all bonuses and
       other awards that were made to senior executives on the
       basis of having met or exceeded performance targets during
       the period of the restatement and will recoup for the
       benefit of the Company all such bonuses or awards to the
       extent that these performance targets were not achieved;
       and

   (6) asking the Board to redeem any future or current poison
       pill, unless the poison pill is subject to a shareholder
       vote as a separate ballot item, to be held as soon as may
       be practicable.

Holders of record of the Company's common stock at the close of
business on March 16, 2006 will be entitled to vote at the
meeting.

A full-text copy of the Proxy Statement for this Annual Meeting is
available for free at http://ResearchArchives.com/t/s?6f9

Headquartered in Greensburg, Pa., Allegheny Energy --
http://www.alleghenyenergy.com/-- is an investor-owned utility
consisting of two major businesses.  Allegheny Energy Supply owns
and operates electric generating facilities, and Allegheny Power
delivers low-cost, reliable electric service to customers in
Pennsylvania, West Virginia, Maryland, Virginia and Ohio.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2006,
Standard & Poor's Ratings Services raised its corporate credit
ratings on diversified energy company Allegheny Energy Inc. and
its subsidiaries to 'BB+' from 'BB-'.  S&P said the outlook is
positive.

As reported in the Troubled Company Reporter on June 15, 2005,
Moody's Investors Service assigned a Senior Implied rating of Ba1
to Allegheny Energy, Inc. and also assigned a Speculative Grade
Liquidity Rating of SGL-2.  This is the first time that Moody's
has assigned both such ratings to AYE.  The company's other
ratings, including the Ba2 senior unsecured rating, remain
unaffected.


ALLIED HOLDINGS: U.S. Trustee Questions Gowling's Retention
-----------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 6, objects to Allied
Holdings, Inc., and its debtor-affiliates' employment of Gowling
LaFleur Henderson LLP as their Canadian counsel.  The Trustee says
that the Debtors have not complied with the disclosure
requirements of Rule 2014 of the Federal Rules of Bankruptcy
Procedure in their request to employ Gowling.

As reported in the Troubled Company Reporter on March 6, 2006, the
U.S. Bankruptcy Court for the Northern District of Georgia
authorized the Debtors to employ Gowling.  Gowling has served as
the Debtors' counsel in Canadian legal matters since November
1999.

According to Jeneane Treace, Esq., in Atlanta, Georgia, the
Debtors' Application and Gowling's Affidavit failed to disclose
Gowling's connections with the Debtors, creditors, other parties-
in-interest, their attorneys and accountants, the U.S. Trustee,
or any person employed in the U.S. Trustee's office.

Ms. Treace says that Gowling merely prepared lists of parties
involved in the Debtors' case who are clients of the firm and the
area of law in which the firm represented them.  "Neither the
application nor the affidavit disclose substantive facts which
would enable the Court and other parties to determine if
disqualifying connections are present."

Gowling stated in its affidavit that the delay in seeking
approval of its employment was attributable to carrying out the
search of the numerous Interested Parties, Ms. Treace notes.

Ms. Treace argues that retroactive approval of the employment of
a professional person is appropriate only if the applicant shows
and the Court finds extraordinary or exceptional circumstances
warrant that relief.  The U.S. Trustee maintains that Gowling's
explanation for the delay in filing the Application does not show
"excusable neglect".

Accordingly, the U.S. Trustee asks the Court to address the issue
of retroactive approval of Gowling's employment when it considers
the firm's final fee application.

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 Forbearance Agreement with DIP Lenders
------------------------------------------------------------
On March 9, 2006, Allied Holdings, Inc., and its subsidiaries
entered into a Forbearance Agreement, with respect to their
amended DIP Credit Agreement, with General Electric Capital
Corporation, Morgan Stanley Senior Funding, Inc., Marathon
Structured Financing Fund, L.P., GECC Capital Markets Group,
Inc., and other lenders.

The Agreement was in connection with the delivery of certain
financial information for the last 12 months ending January 31,
2006, and the communication of the Company's preliminary results
for the twelve-month period ending December 31, 2005, to the
Lenders.  Allied Holdings determined that it was not in
compliance with certain of the DIP Facility's financial covenants
related to their EBITDA and Maximum Leverage Ratio.  Failure to
comply with those financial covenants constitutes a Default or an
Event of Default.

Pursuant to the Forbearance Agreement, during the forbearance
period, the Lenders would agree that the financial covenants
violations do not constitute a Default or an Event of Default.  
In addition, the Lenders agree to temporarily refrain from
exercising certain of their remedies under the DIP Facility.

That forbearance is conditioned upon, among other things:

   (i) the EBITDA for the rolling twelve-month periods ending on
       each of December 31, 2005, and January 30, 2006, in each
       case as reflected in financial information to be provided
       to the Lenders being equal to or greater than the
       applicable amounts reflected in the Forbearance Agreement;
       and

  (ii) the Leverage Ratio as of the last day last day of each of
       January 31, 2006, and December 31, 2005, in each case as
       reflected in the financial information to be delivered to
       the Lenders being equal to or less than the applicable
       ratios specified in the Forbearance Agreement.

The forbearance period will run from March 9, 2006, until the
earlier of:

   a. April 3, 2006;

   b. the occurrence of any other Event of Default under the DIP
      Facility; and

   c. the Company's failure to comply with any of the conditions
      of the Forbearance Agreement.

After the expiration of the forbearance period, the Lenders will
have the right to exercise all remedies under the DIP Facility.

According to Thomas H. King, executive vice president and chief
financial officer of Allied Holdings, although the Lenders have
agreed to forbear from deeming the financial covenant violations
from being a default or an event of default under the DIP
Facility, the Lenders have reserved the right to cease making any
additional advances of funds to the Company under the DIP
Facility.

Mr. King notes that no assurances can be provided that the
Lenders will continue to allow the Company to obtain advances of
funds on the DIP Facility.

Any cessation or material limitation on advances to the Company
would have a material adverse effect on the ability of the
Company to continue operations.

The Company is currently negotiating with the Lenders to amend
the DIP Facility to waive the Default or Event of Default with
respect to the financial covenant violations and to prospectively
modify the financial covenants in the DIP Facility.  The Company
provides no assurance that it will be able to amend the DIP
Facility or that, if amended, it will be able to remain in
compliance with the terms of the DIP Facility.

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

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)


AMCAST INDUSTRIAL: Committee Calls for Shutdown of Operations
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Amcast
Industrial Corporation and its debtor-affiliates' bankruptcy cases
wants the Debtors' wheel manufacturing operations at their Fremont
and Gas City, Indiana facilities shut down.

The Committee asks the U.S. Bankruptcy Court for the Southern
District of Indiana in Indianapolis to order the shut down of the
Debtors operations to prevent their estates from becoming
administratively insolvent.  

Henry A. Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller
LLP, tells the Bankruptcy Court that the Debtors' current pricing
and volume agreement with General Motors Corporation -- their
largest customer and revenue source -- does not generate a
reasonable profit.  The lawyers say that, based on the Debtors'
own projections, the standing pricing scheme with GM will result
in negative cash flow through June 2006.

The Debtors are currently negotiating the terms of their
contractual pricing with GM.  The Debtors are asking for certain
pricing concessions from GM so that they can continue to operate
profitably.

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33323). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor and its affiliate filed for protection from their
creditors, they listed total assets of $97,780,231 and total
liabilities of $100,620,855.

Amcast Industrial's chapter 11 case is jointly administered with
Amcast Automotive of Indiana, Inc.'s chapter 11 proceeding.


AMCAST INDUSTRIAL: Wants Plan-Filing Deadline Moved to Sept. 27
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District Of Indiana in
Indianapolis will convene a hearing at 1:30 p.m. tomorrow,
March 29, 2006, to consider Amcast Industrial Corporation and its
debtor-affiliates' request to extend their exclusive periods to
file a chapter 11 plan of reorganization and solicit acceptances
of that plan.

The Debtors ask the Bankruptcy Court to extend their exclusive
plan filing period through Sept. 27, 2006 and their period to
obtain acceptance of the plan through Nov. 26, 2006.

James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, PC, tells
the Bankruptcy Court that extending the plan filing period will
give the Debtors more time to resolved their dispute with General
Motors Corporation.

The Debtors are currently negotiating the terms of their
contractual pricing with GM, their largest customer and revenue
source.  The Debtors are asking for certain pricing concessions
from GM so that they can continue to operate profitably.  

Mr. Moloy explains that the result of the pricing negotiations
with GM will impact the details and very core of any plan of
reorganization to be proposed by the Debtors.

Headquartered in Fremont, Indiana, Amcast Industrial Corporation,
manufactures and distributes technology-intensive metal products
to end-users and suppliers in the automotive and plumbing
industry.  The Company and four debtor-affiliates filed for
chapter 11 protection on Nov. 30, 2004.  The U.S. Bankruptcy Court
for the Southern District of Ohio confirmed the Debtors' Third
Amended Joint Plan of Reorganization on July 29, 2005.  The
Debtors emerged from bankruptcy on Aug. 4, 2005.

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33323). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor and its affiliate filed for protection from their
creditors, they listed total assets of $97,780,231 and total
liabilities of $100,620,855.

Amcast Industrial's chapter 11 case is jointly administered with
Amcast Automotive of Indiana, Inc.'s chapter 11 proceeding.


AMERICAN CELLULAR: Posts $4.6M Net Loss for the Year Ended Dec. 31
------------------------------------------------------------------
American Cellular Corp. delivered its annual financial results for
the year ended Dec. 31, 2005, to the Securities and Exchange
Commission on Mar. 16, 2006.

                            Financials

The company reported a $4,666,095 net loss on $489,562,163 of
total operating revenue for the year ended Dec. 31, 2005.  At
Dec. 31, 2005, the company's solvent balance sheet showed
$1,606,483,925 in total assets, $1,181,552,373 in total
liabilities.  

                Acquisition of Pennsylvania 4 RSA

On Sept. 13, 2005, the company acquired the non-license wireless
assets of Endless Mountains Wireless, LLC, in Pennsylvania 4 RSA.  
The company is operating Endless Mountains' licensed 850 MHz
spectrum under a spectrum manager lease.

In March 2006, the company has the right to acquire Endless
Mountains' Pennsylvania 4 RSA 850 MHz license, subject to FCC
approval.  The acquisition of the license covering the leased
spectrum is expected to close in mid-to-late 2006.

The total purchase price for all acquired assets, including the
FCC license, is approximately $12.2 million.  The company plans to
upgrade Endless Mountains' network with GPRS/EDGE data capability.  
The company offers products and services in Pennsylvania 4 RSA
under the CELLULARONEr service mark.

As a result of the completion of this transaction, the company's
consolidated financial statements only include the operating
results from Pennsylvania 4 RSA beginning Sept. 13, 2005.

           New Roaming Agreement With Cingular Wireless

On Aug. 12, 2005, the company entered into a new, multi-year
operating agreement with Cingular Wireless, the company's primary
wireless roaming partner, and amended the existing GSM operating
agreements with the former AT&T Wireless entity.

The new roaming agreement establishes a new roaming rate structure
that is effective as of April 9, 2005.  The new roaming
agreement's key provisions includes:

   -- mutual agreement to lower roaming rates, with the company
      paying Cingular a flat incollect rate through mid-2009 that
      is approximately half the blended rate in previous roaming
      agreements;  
  
   -- agreement to continue to mutually prefer one another for
      roaming through the term of the new roaming agreement, which
      has been extended approximately one year through mid-2009;
  
   -- the company received approximately $800,000 from Cingular as
      a settlement for prior claims under various agreements and
      have and will continue to receive certain formula-based
      residual payments in connection with those settlement
      through mid-2008 at the latest; and
  
   -- the new roaming agreement provides for "home-on-home"
      roaming in areas where both carriers operate.

Full-text copies of American Cellular Corp.'s annual financial
statements for the year ended Dec. 31, 2005, are available for
free at http://ResearchArchives.com/t/s?6fa

                   About American Cellular Corp.

American Cellular Corp. -- http://www.americancellular.net/--  is
a rural and suburban provider of wireless communications services
in the United States.  At Dec. 31, 2005, the company's wireless
telephone systems covered a total population of 5.2 million and
had approximately 669,700 subscribers with an aggregate market
penetration of 13.0%.  The company provides wireless telephone
service in portions of Illinois, Kansas, Kentucky, Michigan,
Minnesota, New York, Ohio, Oklahoma, Pennsylvania, West Virginia
and Wisconsin.  The company offers digital voice, data and other
feature services to subscribers through Global System for Mobile
Communications, General Packet Radio Service, Enhanced Data for
GSM Evolution, and Time Division Multiple Access, digital
networks.

                          *     *     *

Standard & Poor's Rating Services rated the company's 10% Senior
Notes due 2011 at B-.


ANCHOR GLASS: Wants to Assume Amended Temple-Inland Agreement
-------------------------------------------------------------
Pursuant to an Agreement dated Jan. 1, 2004, Anchor Glass
Container Corporation purchases paperboard packaging from TIN,
Inc., doing business as Temple-Inland.

Temple-Inland has a prepetition claim for $1,777,620 arising under
the Agreement.

Anchor Glass and Temple-Inland have agreed to settle the claim.  
Temple-Inland will apply the $300,000 deposit it currently holds
to its claim.  Anchor Glass will pay $944,344 to Temple-Inland
without further delay.  Temple-Inland will have an allowed
unsecured claim for $533,286.

The parties also agreed to extend the term of the Agreement until
December 31, 2008.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
Middle District of Florida to approve the Amended Agreement and
authorize it to assume the Amended Agreement.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Wants Open-Ended Deadline to Decide on Arkema Lease
-----------------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to further extend the time
within which it may assume or reject its Certincoat System
Agreement with Arkema, Inc., until confirmation of its Plan of
Reorganization.

Robert A. Soriano, Esq., at Carlton Fields PA, in Tampa, Florida,
tells the Court that the Debtor has made significant progress with
various business issues in its Chapter 11 case and is proceeding
to confirmation expeditiously.  However, the Debtor has not yet
completed its analysis of its executory contracts.

The requested extension will assist the Debtor in its
reorganization, Mr. Soriano asserts.  Absent an extension, the
Debtor might be exposed to unnecessary administrative claims if
contracts and leases are hastily assumed, he says.

As reported in the Troubled Company Reporter  on Jan. 16, 2006,
Arkema and the Debtor are parties to a contract wherein Arkema
agreed to impart on the Debtor the handling, processing and
manufacturing techniques, abilities and capacities needed to
utilize the CERTINCOAT System to apply a coating composition to
glass containers.  Arkema also agreed to sell to the Debtor the
"Formulation" -- organotin chemicals used in the process of
depositing a hot tin oxide on glass.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ASSET BACKED: DBRS Rates $7.5MM Class M11 Certificate at BB(High)
-----------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the Asset
Backed Pass-Through Certificates, Series NC 2006-HE2 issued by
Asset Backed Securities Corporation:

             Asset Backed Securities Corporation
          Home Equity Loan Trust, Series NC 2006-HE2

        * $298.1 million, Class A1 -- New Rating AAA
        * $33.1 million, Class A1A -- New Rating AAA
        * $124.6 million, Class A2 -- New Rating AAA
        * $118.3 million, Class A3 -- New Rating AAA
        * $15.4 million, Class A4 -- New Rating AAA
        * $36.2 million, Class M1 -- New Rating AA (high)
        * $23.9 million, Class M2 -- New Rating AA
        * $14.2 million, Class M3 -- New Rating AA
        * $13.1 million, Class M4 -- New Rating A (high)
        * $12.7 million, Class M5 -- New Rating A
        * $11.6 million, Class M6 -- New Rating A (low)
        * $10.8 million, Class M7 -- New Rating BBB (high)
        * $5.6 million, Class M8 -- New Rating BBB (high)
        * $5.6 million, Class M9 -- New Rating BBB
        * $6.0 million, Class M10 -- New Rating BBB (low)
        * $7.5 million, Class M11 -- New Rating BB (high)

The AAA ratings on the Class A certificates reflect 21.00% of
credit enhancement provided by the subordinate classes, targeted
overcollateralization, and monthly excess spread.  The AA (high)
rating on Class M1 reflects 16.15% of credit enhancement.  The AA
rating on Class M2 reflects 12.95% of credit enhancement.  The AA
rating on Class M3 reflects 11.05% of credit enhancement.  The A
(high) rating on Class M4 reflects 9.30% of credit enhancement.
The "A" rating on Class M5 reflects 7.60% of credit enhancement.
The A (low) rating on Class M6 reflects 6.05% of credit
enhancement.  The BBB (high) rating on Class M7 reflects 4.60% of
credit enhancement.  The BBB (high) rating on Class M8 reflects
3.85% of credit enhancement.  The BBB rating on Class M9 reflects
3.10% of credit enhancement.  The BBB (low) rating on Class M10
reflects 2.30% of credit enhancement.  The BB (high) rating on
Class M11 reflects 1.30% of credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of HomEq Servicing
Corporation.  U.S. Bank National Association will act as the
Trustee.  The trust will enter into an interest rate swap
agreement with Credit Suisse First Boston International.  The
trust will pay to the Swap Provider a fixed payment of 4.98% per
annum and receive a floating payment at LIBOR from the Swap
Provider.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month commencing in
April 2006.  Interest will first be paid to the Senior
Certificates on a pro rata basis and then sequentially to the
subordinate classes.  Until the step-down date, principal
collected will be paid exclusively to the Senior Certificates
unless they are paid down to zero.  After the step-down date, and
provided that certain performance tests have been met, principal
payments will be distributed among the certificates of all classes
on a pro rata basis.  Additionally, provided that certain
performance tests have been met, the level of
overcollateralization may be allowed to step down to 2.60% of the
then-current balance of the mortgage loans.

All of the mortgage loans were originated or acquired by New
Century Mortgage Corporation.  As of the cut-off date, March 1,
2006, aggregate principal balance of the mortgage loans is
$746,271,329.  The weighted-average mortgage rate is 8.20%, the
weighted-average FICO is 625, and the weighted-average original
loan-to-value ratio is 80.74%.

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


ATA AIRLINES: Court Expands Scope of Ernst & Young's Engagement
---------------------------------------------------------------
ATA Airlines, Inc., and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of Indiana to expand the scope of Ernst & Young LLP's employment,
nunc pro tunc to the chapter 11 filing, to include:

    (a) certain review procedures with respect to the U.S. federal
        income tax return of ATA Holdings Corp. and certain of the
        other Debtors for the taxable year ended December 31,
        2004, and

    (b) complete certain changes in the Companies' accounting
        methods; and

E&Y will also provide, through a subcontract with Ernst & Young
Puerto Rico LLP, tax compliance services for ATA Airlines, Inc.,
with respect to certain Puerto Rico tax matters.

A full-text copy of the parties' Engagement Letter describing the
auditing services to be provided by E&Y is available for free at:

                http://researcharchives.com/t/s?701

E&Y will charge these flat fees, plus expenses, for the
Supplemental Services:

    Supplemental Services                               Flat Fee
    ---------------------                               --------
    review of the Company's federal income tax return    $10,000
    change in accounting methods                          $9,500
    preparation of the Puerto Rico tax returns            $7,100

Fees for tax services to be provided subsequent to the Debtors'
filing of the Chapter 11 petition for addressing other tax return
review services or advising the Debtors' regarding specific tax
problems it may encounter will be billed separately from the flat
fees and will be billed based on hours incurred by E&Y
professionals at E&Y's standard hourly consulting rates.

                        2005 Audit Services

At the Debtors' request, the Court further allowed the Debtors to
employ E&Y LLP to provide various additional audit services,
including to audit and report on Debtors' consolidated financial
statements for the year ended December 31, 2005.

Jeffrey C. Nelson, Esq., at Baker & Daniels LLP, in Indianapolis,
Indiana, relates that E&Y LLP will charge for the certain
components of the 2005 Audit Services at these flat rates
(excluding reimbursement of actual expenses, which will be in
addition to these amounts):

    Description                                           Fees
    -----------                                           ----
    Audit of the consolidated financial statements
    of ATA Holdings Corp., included in its Annual
    Report on Form 10-K, as of and for the year
    ending December 31, 2005, including
    participation in scheduled meetings of the
    audit committee of ATA Holdings Corp                $306,000

    Quarterly review for the quarters ending March 31,
    2006, June 30, 2006, and September 30, 2006          105,000

    Annual audit of the ATA Airlines, Inc., Schedules
    of Passenger Facility Charges Collected, Withheld,
    Refunded/Exchanged, and Remitted for the year and
    each quarter during the year ending December 31,
    2005, and related internal control report for the
    year ending December 31, 2005                         15,000

    Agreed-upon procedures related to INS User Fees
    for the year ending December 31, 2005                 10,000
                                                      ----------
                                     TOTAL              $436,000
                                                      ==========

In addition, E&Y LLP's fees for:

    (a) addressing financial accounting and reporting matters
        resulting from the Debtors' filing of their Chapter 11
        petitions in the Bankruptcy Court and related
        reorganization efforts, including consultation with the
        Debtors and analysis of "fresh-start reporting" as defined
        in AICPA Statement of Position No. 90-7, "Financial
        Reporting by Entities in Reorganization under the
        Bankruptcy Code";

    (b) consents and/or comfort letters related to filings with
        the Securities and Exchange Commission or other
        transactions;

    (c) research and consultations with management of the Debtors
        regarding financial accounting and reporting matters; and

    (d) review of new, or modifications to existing lease
        agreements, credit agreements, collective bargaining
        agreements, airport authority and land development
        agreements,

will be based on actual time incurred at E&Y LLP's hourly rates
currently in effect for the E&Y LLP professionals assigned to
provide these services, plus reimbursement of actual expenses.

According to Mr. Nelson, E&Y LLP will provide professional
services pertaining to the Debtors' analysis and application of
"fresh-start reporting" as defined in AICPA Statement of Position
No. 90-7, "Financial Reporting by Entities in Reorganization under
the Bankruptcy Code" up to 225 hours of professional time, for a
flat fee of $89,000, plus reimbursement of actual expenses.

All professional time in excess of 225 hours pertaining fresh-
start reporting will be billed at the firm's hourly rates.

E&Y LLP's current applicable hourly rates for the 2005 Audit
Services are:

      Partners and Principals          $575 - $695
      Senior Manager                   $470 - $555
      Manager                          $380 - $425
      Senior                           $265 - $310
      Staff                            $185 - $220

The Debtors sought and obtained Court approval of the fee
structure for the 2005 Audit Services, nunc pro tunc to Oct. 10,
2005, the date the parties entered into an engagement letter
relating to the 2005 Audit Services.

A full-text copy of the Engagement Letter relating to the 2005
Audit Services is available for free at:

                http://researcharchives.com/t/s?702

E&Y LLP Partner James A. Pease assures the Court that the firm:

    (i) has no connection with the Debtors, their creditors or
        other parties in interest in the Debtors' cases,

   (ii) does not hold any interest adverse to the Debtors'
        estates, and

  (iii) believes it is a "disinterested person" as defined in
        Section 101(14) of the Bankruptcy Code.

Mr. Pease discloses that E&Y LLP has provided in the past and
continues to provide tax compliance services, tax advisory
services, audit services and transaction support services to
Matlin Patterson Global Advisors LLC and to Matlin Patterson
Advisors (Europe) LLC.

"E&Y LLP's work for MatlinPatterson is entirely unrelated to the
Debtors or these chapter 11 cases, except that E&Y provided a
minimal amount of tax advisory services to MatlinPatterson in
December 2005 assisting MatlinPatterson solely in its evaluation
of the tax implications of the receipt by MatlinPatterson or [its]
affiliates of a debtor-in-possession financing fee and/or a break-
up fee from the Debtors.  E&Y LLP's services to MatlinPatterson
did not otherwise involve the Debtors or these chapter 11 cases,
and E&Y LLP did not otherwise advise MatlinPatterson with regard
to its transactions with the Debtors."

According to Mr. Pease, E&Y LLP will conduct an ongoing review of
its files to ensure that no conflicts or other disqualifying
circumstances exist or arise.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ATA AIRLINES: U.S. Bankcorp Wants $3.9MM Administrative Claim Paid
------------------------------------------------------------------
U.S. Bancorp Equipment Finance, Inc., seeks allowance and payment
of administrative expense claims arising in connection with its
six aircraft leases with ATA Airlines, Inc.

ATA Airlines leased six Saab Model 340B aircraft, associated
engines and propellers from U.S. Bancorp.

ATA Airlines, Inc., and its debtor-affiliates rejected the leases
and surrendered the Aircraft to U.S. Bancorp in February 2005.

According to U.S. Bancorp, ATA Airlines failed to pay the annual
rental payments that were due and payable under the Lease
Agreements.  Thus, U.S. Bancorp has an administrative expense
claim for postpetition rents totaling $2,265,305.

Following ATA Airlines' surrender of the Aircraft, U.S. Bancorp
discovered that two engines were subject to mechanics' liens filed
by GE Engine Services, Inc., in September 2004, in the amounts of
$355,290 and $180,064.  U.S. Bancorp was subsequently able to
secure the release of the liens after paying $53,567.

Accordingly, U.S. Bancorp asserts an additional administrative
expense claim for $53,567.

U.S. Bancorp further asserts an administrative expense claim for
$1,625,554 attributable to ATA Airlines' failure to comply with
maintenance and return obligations under the Lease Agreements.
The $1,625,554 reflects the aggregate cost of bringing the
aircraft in to compliance with the maintenance conditions
contained in the Leases.

Thus, U.S. Bancorp asks the U.S. Bankruptcy Court for the Southern
District of Indiana to allow its $3,944,426 administrative expense
claim and compel ATA Airlines to pay that claim without further
delay.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 50; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AUSAM BIOTECH: Gets Final Order on DIP Loans & Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave AusAm Biotechnologies, Inc., permission on a final basis to:

   a) obtain loans and advances from Accumin Diagnostics Inc.
      pursuant to the Post-Filing Date Financing Agreements
      between the Debtor and Accumin;

   b) authorize the Debtor execute and perform the terms and
      conditions of Post-Filing Date Financing Agreements and
      other agreements, instruments, documents and statements
      necessary to implement the DIP financing; and

   c) to use Cash Collateral securing repayment of prepetition
      obligations to Northshore Asset Management and Trident
      Growth Fund and grant adequate protection to those
      prepetition lenders.

      Prepetition Debt, Use of DIP Loans and Cash Collateral

Under various Credit & Loan Agreements, the Debtor owes:

      Prepetition Lender               Amount Owed
      ------------------               -----------  
      Trident Growth                    $2,105,000
      Northshore Asset                  $5,200,000
                                        ----------
                                        $7,305,000
                                        ==========

The Debtor will use the proceeds from Northshore and Trident's
Cash Collateral and Accumin's DIP loans as working capital for the
continued operation of its business, pay its employees and
preserve the going concern value of its business.

             DIP Financing and Adequate Protection

The Court authorizes the Debtor to obtain up to $425,000 of
postpetition financing from Accumin Diagnostics in accordance with
the terms and conditions of the Post-Filing Date Agreements.

The Debtor's use of the proceeds from the DIP loans and Cash
Collateral will be in accordance with the terms of a 11-week Cash
Flow Forecast covering the period from February 6 to April 24,
2006.

A full-text copy of the Cash Flow Forecast is available for free
at http://researcharchives.com/t/s?703

To adequately protect their interests for any diminution in value
of the Prepetition Collateral, Northshore and Trident are granted
replacement liens and security interests in the Prepetition
Collateral subordinate only to the liens and security interests
granted to Accumin Diagnostics under the Court's final DIP and
Cash Collateral Order.

                About AusAm Biotechnologies

Headquartered in New York City, AusAm Biotechnologies, Inc. --
http://www.ausambiotech.com/-- is a biopharmaceutical company  
that manufactures drugs.  The Company filed for chapter 11
protection on Feb. 7, 2006 (Bankr. S.D.N.Y. Case No. 06-10214).
Fred B. Ringel, Esq. and Robert R. Leinwand, Esq., at Robinson,
Brog, Leinwand, Greene, Genovese & Gluck P.C. represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$3,660,663 and total debts of $13,478,418.


AUSAM BIOTECH: Creditors Must File Proofs of Claim by April 26
--------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York set April 26, 2006, at 5:00 p.m., as the deadline for all
creditors owed money by AusAm Biotechnologies, Inc., on account of
claims arising prior to Feb. 7, 2006, to file their proofs of
claim.

Creditors must file written proofs of claim on or before the
April 26 Claims Bar Date, and those forms must be delivered
either:

       By mail to:

       The United States Bankruptcy Court
       Southern District of New York
       Alexander Hamilton Custom House
       One Bowling Green, Room 534
       New York, NY 10004

                 - or -

       By hand or overnight courier to:

       The United States Bankruptcy Court,
       Southern District of New York
       Alexander Hamilton Custom House
       One Bowling Green, Room 533
       New York, NY 10004-1408;

Headquartered in New York City, AusAm Biotechnologies, Inc. --
http://www.ausambiotech.com/-- is a biopharmaceutical company  
that manufactures drugs.  The Company filed for chapter 11
protection on Feb. 7, 2006 (Bankr. S.D.N.Y. Case No. 06-10214).
Fred B. Ringel, Esq. and Robert R. Leinwand, Esq., at Robinson,
Brog, Leinwand, Greene, Genovese & Gluck P.C. represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$3,660,663 and total debts of $13,478,418.


AVERY STREET: Moody's Puts Ba2 Rating on $8 Mil. Class E Notes
--------------------------------------------------------------
Moody's Investors Service assigned these ratings to classes of
notes issued by Avery Street CLO, Ltd.:

   * Aaa to $163,500,00 Class A Senior Floating Rate
     Notes Due 2018,

   * Aaa to $50,000,000 Class A-2 Senior Delayed Draw
     Floating Rate Notes Due 2018,

   * Aa2 to $22,000,000 Class B Senior Floating Rate
     Notes Due 2018,

   * Aa2 to $7,000,000 Class B Senior Fixed Rate Notes
     Due 2018,

   * A2 to $14,000,000 Class C Deferrable Mezzanine
     Floating Rate Notes Due 2018,

   * Baa2 to $12,500,000 Class D Deferrable Mezzanine
     Floating Rate Notes Due 2018,

   * Ba2 to $8,000,000 Class E Deferrable Junior
     Floating Rate Notes Due 2018.

Avery Street CLO, Ltd, a collateralized debt obligation, is
managed by Feingold, O'Keeffe Capital LLC.

Moody's noted that its ratings of the notes issued by this cash
flow CDO reflect the credit quality of the collateral pool, the
credit enhancement for the notes inherent in the capital
structure, and the transaction's legal structure.


BALLY TOTAL: Wants Bondholders to Waive Reporting Defaults
----------------------------------------------------------
Bally Total Fitness (NYSE: BFT) is seeking waivers of defaults
from holders of its 10-1/2% Senior Notes due 2011 and 9-7/8%
Senior Subordinated Notes due 2007 under the indentures governing
the notes through a consent solicitation process.  

These defaults result from the Company's recently announced
failure to file its financial statements for the year ended
December 31, 2005, with the Securities and Exchange Commission.
Bally will also seek a waiver to extend the time for filing its
financial statements for the quarters ended March 31 and
June 30, 2006.  

Holders of approximately 53% of the senior subordinated notes have
already entered into agreements with Bally to consent to the
requested waivers.  These holders include Tennenbaum Capital
Partners, LLC, the largest holder of senior subordinated notes,
and entities affiliated with Pardus Capital Management, LLC and
Everest Capital Limited, large Bally shareholders that also own
senior subordinated notes.  These noteholders have also agreed,
subject to certain exceptions, to vote unregistered Bally shares
received in the consent solicitation in favor of a transaction
that may result from Bally's strategic process and approved by
Bally's Board of Directors.

Bally also announced it will seek a waiver from the lenders under
its $275 million senior secured credit facility of the requirement
to deliver audited financial statements by March 31, 2006.

"We are pleased to have been able to reach a quick and amicable
solution with holders of a majority of our senior subordinated
notes and look forward to getting similar waivers from our senior
noteholders and our senior secured lenders," said Paul Toback,
Chairman, President and CEO of Bally Total Fitness.  "Resolving
these covenant issues will allow us to focus our attention on
completing our financial statements and moving forward with our
strategic process."

The form of consideration to be paid to consenting noteholders
will be $10.00 in cash or 4.4444 unregistered shares of Bally
common stock, in each case per $1,000 principal amount of notes,
at the consenting party's option and subject to compliance with
applicable securities laws.  The senior subordinated noteholders
that have already agreed to consent have elected to receive their
consent fee in stock.  If all noteholders were to elect to receive
unregistered common stock, the Company would issue a maximum of
2,377,754 unregistered shares of common stock. The Company
currently has approximately 38.5 million common shares
outstanding. Consenting lenders under the senior secured credit
facility will receive consent fees in cash.  Bally currently
anticipates selling common stock to certain institutional holders
to finance the payment of cash consent fees and related expenses.

Bally anticipates that the senior secured credit facility default
waivers will be completed by March 31, 2006, and the indenture
default waivers will be completed on or before April 14, 2006.

As previously disclosed, Bally's failure to file its financial
reports with the SEC is due principally to the delay until
November 30, 2005, in completing the audit of the 2004 financial
statements and the restatements of prior periods.  This
contributed to difficulties in updating legacy systems and delays
in the Company completing the required testing and management's
assessment of the Company's internal controls as required by
Section 404 of the Sarbanes-Oxley Act of 2002.  Under the proposed
lender and bondholder default waivers, Bally's 2005 10-K would be
required to be filed no later than July 10, 2006, though the
Company anticipates completing the audit process and filing before
that time.  The waivers would also permit a delay in filing
Bally's 10-Q reports for the quarters ended March 31 and June 30,
2006, for up to 60 days.

Although the filing and delivery delay constitutes a default under
the indentures, it does not result in an event of default or
acceleration without the delivery to Bally of a default notice
from the trustee or holders of at least 25% in the aggregate
principal amount of either series of notes and the expiration of a
30-day cure period thereafter.  No such notices have been received
to date.  Bally's senior secured credit facility provides for a
cross-default 10 days after delivery to Bally of a default notice
under either of the indentures, a provision that Bally is asking
the lenders to extend.  Notwithstanding Bally's intention to seek
waivers, no assurance can be given that an event of default under
the indentures or senior credit facility will not occur in the
future.

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.


BELHURST CLO: Moody's Rates $12.5 Million Class E Notes at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned ratings to notes issued by
Belhurst CLO Ltd.  These ratings were assigned:

   * Aaa to $310,000,000 Class A-1 Senior Floating Rate
     Notes Due 2020;

   * Aaa to Class A-2 Senior Variable Funding Floating Rate
     Notes Due 2020;

   * Aaa to $45,000,000 Class A-3 Senior Floating Rate
     Notes Due 2020;

   * Aa2 to $15,000,000 Class B Floating Rate Notes Due 2020;

   * A2 to $35,000,000 Class C Floating Rate Deferrable Notes
     Due 2020;

   * Baa2 to $12,500,000 Class D Floating Rate Deferrable
     Notes Due 2020; and

   * Ba2 to $12,500,000 Class E Floating Rate Deferrable
     Notes Due 2020.

The ratings of the classes of notes are based on expected losses
posed to the noteholders relative to the promise of receiving the
present value of all required interest and principal payments. The
ratings take into account the risk of diminishment of cashflows
due to defaults in the underlying pool of assets, which consist
primarily of senior secured loans.  The transaction is managed by
INVESCO Senior Secured Management, Inc.


BLOUNT INC: Moody's Rates New Loans at Ba3 & Holds B2 Bond Rating
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Blount, Inc.'s
new senior secured credit facilities:

   * $150 million senior secured revolving credit facility,
     due 2009, rated at Ba3;

   * $150 million senior secured term loan B, due 2010,
     rated at Ba3;

Moody's affirmed these ratings:

   * Corporate Family Rating, rated at Ba3;

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

Outlook stable.

On March 23, 2006, Blount restructured its senior secured credit
facilities by:

   -- replacing its $100 million revolving credit facility with a
      new $150 million revolving credit facility;

   -- replacing its existing $228 million term loan B with a new
      $150 million term loan B;

   -- resetting pricing at a lower spread;

   -- modifying financial covenants; and

   -- making several other modifications, the most noteworthy
      being an increase in its permitted acquisition and
      restricted payment baskets.

Maturities for both the revolver and term loan B remain unchanged.

Moody's notes that the restructuring has increased Blount's
effective debt capacity though under the constraint of lower total
and senior leverage covenants, reset at 4.25x and 2.75x,
respectively.  Moody's notes further that the modifications
significantly increased Blount's flexibility for shareholder
friendly action by permitting up to $25 million per year in
dividends or stock repurchases subject to compliance with the
senior leverage covenant.  

Moody's estimate that Blount has sufficient room under the
restricted payments basket in its indenture to utilize this full
$25 million in both 2006 and 2007.  Additionally, the amendment
permits Blount to make acquisitions, up to $50 million per
acquisition and up to $100 million in aggregate, subject to pro
forma covenant compliance.  Notwithstanding this increased
flexibility, Moody's expects Blount to pursue a financial policy
that emphasizes continued debt reduction and further reinvestment
in the business.

The Ba3 rating on the senior secured credit facilities reflects
their seniority in the capital structure as well as the benefits
of the collateral package, which consists of:

   -- a first priority interest in substantially all of the
      assets of Blount and its domestic subsidiaries; and

   -- upstream guarantees from these subsidiaries.

The ratings also reflect 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:

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

   b) 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;

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

   d) 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 & 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 stable outlook reflects Moody's anticipation that, over the
next twelve to eighteen months, Blount will continue to benefit
from strong demand in its key end-markets and from continued
strong international growth, which should translate into continued
strong free cash flow generation.

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.

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.  Gross
margin in 2005 was 31.7% of sales, compared to 33.7% in 2004.  The
company's ability to garner operating leverage out of its existing
selling and administrative capacity offset this gross margin
erosion to a great extent as reflected in the 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 primary driving force
behind its improved financial performance.  As such, its reliance
on the cyclical lumber, pulp and paper end markets remains a
constraint on its ratings.  Additionally, foreign currency
fluctuations introduce an element of volatility in Blount's
financial performance given both its significant and growing
percentage of overseas revenues.  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.  In 2005, Blount
generated $757 million in net sales.


BLOUNT INC: S&P Affirms B Sub. Debt Rating with Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior secured debt ratings on Blount Inc., as well
as the 'B' subordinated debt rating on the company.  At the same
time, the rating agency withdrew its 'BB+' rating on the company's
$4.9 million Canadian term loan.

In addition, Standard & Poor's raised its recovery rating on the
company's amended secured bank credit facility to '2' from '3'.
The outlook remains stable.  

At Dec. 31, 2005, the Portland, Oregon-based industrial
manufacturer had approximately $411 million of total debt
outstanding (excluding Standard & Poor's pension adjustments).
     
The recovery rating upgrade follows a recently completed amendment
to the company's bank facility, which reduced the total size of
the facility (from its amount when the rating was initially
assigned).  The amendment also increased financial covenant
flexibility and lowered pricing on the facility.  As a result,
Standard & Poor's now believes that secured lenders will fare
somewhat better than they did under the initial loan structure in
the event of a bankruptcy, and that there is a strong likelihood
of substantial recovery, estimated in the 80%-100% range.
      
"The speculative-grade ratings on diversified capital goods
manufacturer Blount Inc. reflect the company's financial profile,
which is aggressively leveraged, though currently improving," said
Standard & Poor's credit analyst Joel Levington.  "The ratings
also reflect the company's weak business risk profile, which is
characterized by Blount's significant share of replacement product
sales, its solid market-share positions, and its diversified
customer base within highly cyclical end markets."
     
Through its three business segments, Blount manufactures a variety
of products mainly serving the:

   * forest products,
   * construction,
   * landscaping,
   * building materials, and
   * utility sectors.

The company is a specialty manufacturer of saw chains and other
products that have leading market shares supported by brand-name
equity.
     
The near-term industry outlook is somewhat favorable -- growth in
demand should slow to the low-to-mid-single-digit range in the
near term.  The markets are cyclical, and the company's business
units have a fair amount of operating leverage, which leads to
earnings variability over the business cycle.
     
Blount's competitive strengths include its leading market shares
and brand image, which enable the company to garner a high share
of the market for replacement parts.  Other business strengths are
its good customer mix and fair geographic diversity.  Blount's
strategy entails building on existing marketing agreements as well
as making small, complementary acquisitions.  The company has
publicly stated that it intends to pursue acquisitions in 2006.
This adds some integration risk to the business assessment.  The
lawnmower operation, however, which generated just $3 million of
operating income in 2005, remains a non-core unit and is expected
to be divested eventually.


CALPINE CORP: Canadian Affiliates Can Implement Employee Program
----------------------------------------------------------------
Calpine's Canadian subsidiaries sought and obtained permission
from Madam Justice B.E.C. Romaine of the Court of Queen's Bench
of Alberta, Judicial District of Calgary, to implement a Key
Employee Retention Program for 17 key employees.

Toby Austin, director and secretary of Calpine Canada Energy
Limited, relates that Retention of the Key Employees is of vital
importance to the continued operations and successful
restructuring of the Applicants and the CCAA Parties.

The Applicants and the CCAA Parties conducted extensive
discussions with Ernst & Young, Inc., the Court-appointed
monitor, to formulate a key employee retention program that will
address the necessity of continued employment of these Key
Employees and adhere to the Applicants' and the CCAA Parties'
financial constraints.

The general terms of the KERP are:

   (1) The CN$864,000 is comprised of CN$410,000 in Management
       Bonuses and CN$454,000 in Retention Bonuses:

   (2) The CN$410,000 in Management Bonuses represents the
       contingent component of the Key Employees' existing
       compensation packages that was in place prior to and at
       the time of the commencement of the CCAA proceedings;

   (3) The CN$454,000 in Retention Bonuses constitutes an
       additional incentive bonus to be paid to retain the Key
       Employees and maximize value in this restructuring;

   (4) The Key Employees were identified and their KERP payment
       amounts were established by the Applicants' senior
       management based on these factors:

       -- the nature of the employees' job requirements;

       -- the employees' relevance to a successful restructuring;
          and

       -- the estimation of the cost and risk that without
          incentives to stay as set out in the KERP, the employee
          would seek alternate employment;

   (5) The KERP involves two phases of payments.  The Phase 1
       payment totals $789,000 with 25% to be paid on June 15,
       2006 and the remaining 75% payable upon the earlier of:

       -- court approval of a restructuring plan;

       -- one month following the completion of a sale of all or
          substantially all the assets of CCPL; or

       -- November 15, 2006;

   (6) The Phase 2 KERP payment totals $75,000 and relates to one
       individual covering the period from the completion of
       Phase 1 until February 15, 2007; and

   (7) Payments under the KERP will only be made if, at the date
       of the bonus payment, the Key Employee has not voluntarily
       resigned, has fulfilled his or her employment obligations
       and has not been terminated for cause.

The cost of the KERP is to be allocated among the Applicants and
CCAA Parties based on the percentage of time spent by the Key
Employees as supported by weekly time summaries.  Based on
historical allocation rates, it is anticipated that approximately
50% of the KERP bonus will be allocated to the Calpine Power
Income Fund or related entities with the remaining 50% of the
KERP bonus being allocated to the Applicants and CCAA Parties.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with    
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants Open-Ended Time to File Notices of Removal
--------------------------------------------------------------
Pursuant to 28 U.S.C. Section l452(a), a party may remove any
claim or cause of action in a civil action other than a
proceeding before the United States Tax Court or a civil action
by a governmental unit to enforce the governmental unit's police
or regulatory power, to the district court for the district where
the civil action is pending, if the district court has
jurisdiction of the claim or cause of action under 28 U.S.C.
Section 1334.

Rule 9027(a)(2) of the Federal Rules of Bankruptcy Procedure
provides, in pertinent part, that if the claim or cause of action
in a civil action is pending when a case under the Bankruptcy
Code is commenced, a notice of removal may be filed in the
bankruptcy court only within the longest of:

   (A) 90 days after the Petition Date;

   (B) 30 days after entry of an order terminating a stay, if the
       claim or cause of action in a civil action has been stayed
       under Section 362 of the Bankruptcy Code; or

   (C) 30 days after a trustee qualifies in a Chapter 11
       reorganization case but not later than 180 days after the
       Petition Date.

Bankruptcy Rule 9006(b) empowers the Bankruptcy Court to enlarge
the removal period for cause shown.

As of the Petition Date, Calpine Corporation and its debtor-
affiliates were parties to more than 100 civil state and federal
court actions or proceedings.  Matthew A. Cantor, Esq., at
Kirkland & Ellis LLP, in New York, tells the Court that the
Debtors have begun to determine whether removal is appropriate
with respect to the Court Actions.  The analysis requires review
of the facts and procedural posture of each individual Court
Action, and often must involve coordination with separate local
counsel who represent the Debtors.  The analysis also includes an
evaluation of whether the Court Action could be resolved in
connection with a plan of reorganization or settlement.

Mr. Cantor says the Debtors need more time to complete the
analysis.  Thus, the Debtors ask the Court to extend the time for
them to file notices of removal with respect to civil actions
pending as of the Petition Date, until the later to occur of:

     * July 18, 2006; or

     * 30 days after the Court terminates the automatic stay with
       respect to the particular action sought to be removed.

Mr. Cantor notes that the rights of the Debtors' adversaries
would not be prejudiced by an extension as any party to a Court
Action that is removed may seek to have it remanded pursuant to
Section l452(a) of the Judiciary and Judicial Procedures Code.

If no objections are timely filed, the Debtors' Removal Period
will automatically be extended without hearing or further Court
order.

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


CATHOLIC CHURCH: Marist Parties Wants Claims Allowed in Portland
----------------------------------------------------------------
Marist High School Foundation and Marist High School Parent and
Alumni Service Club ask Judge Elizabeth Perris of the U.S.
Bankruptcy Court for the District of Oregon to temporarily allow
their claims for purposes of voting and confirmation of the Plan
of Reorganization filed in the Archdiocese of Portland in Oregon's
Chapter 11 case.

The Marist Parties want the Court to temporarily allow their
claims in these proposed amounts:

   Claimant                         Claim No.      Claim Amount
   --------                         ----------     ------------
   Marist High School Foundation       648          $1,435,594
   Marist HS Parent & Alumni           649              10,000

The Marist Parties assert that actual liquidation of their claims
prior to confirmation will unduly delay administration of
Portland's Chapter 11 case.  Accordingly, the proposed estimation
should be approved.

                     Tort Committee Objects

Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in Portland,
Oregon, argues that temporary allowance of the Marist Parties'
Claims is not necessary since the Claims will be adjudicated on
their merits in the context of the claims objection process prior
to plan confirmation.  Furthermore, the Marist Parties cannot
demonstrate undue delay in the administration of the Archdiocese's
bankruptcy cases.

Mr. Kennedy argues that the Marist Parties do not set forth a
method for temporary allowance or state the basis on why the
Court should estimate the claims in the proposed amount.

"The Marist Parties are not likely to have any allowable claim and
certainly not an allowable lien on the [Archdiocese's] property,"
Mr. Kennedy explains.  "The Marist Parties claims are based solely
on gifts, contributions and donations and therefore should be
denied."

                   About Archdiocese of Portland

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


CATHOLIC CHURCH: Court Amends GVA's Retention Order in Spokane
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
amends the order authorizing the Tort Litigants Committee, the
Tort Claimants Committee, and Gayle E. Bush, the Future Claims
Representative appointed in the Diocese of Spokane's Chapter 11
case, to retain GVA Kidder Matthews as appraiser and consultants
in the Diocese's case.

Judge Williams rules that GVA's allowed fee must not exceed
$240,000.  Upon the completion of its services, GVA will file a
fee application and a statement of fees and expenses due without
detailing the time rendered by its personnel.

Upon the stipulation with the Committees and the FCR, the
Diocese, and the objecting Parishes, the parties may, without
Court's approval, modify GVA's scope of services by adding or
subtracting the properties to be appraised provided that the
firm's fee is not increased.

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Judge Williams authorized the parties to retain GVA Kidder Mathews
as their appraiser and consultant subject to these terms and
conditions:

   (a) On or before December 19, 2005, the FCR and the Committees
       will file with the Court:

          * a report setting forth the principles they will
            utilize in selecting the properties that will be
            appraised by GVA; and

          * a list of the Properties, if available.

       If the FCR, the Committees, the Diocese of Spokane and the
       Parishes have agreed on the Properties, the report need
       not identify the principles upon which the Properties were
       selected because the consent of the parties would be
       sufficient basis for the Court to approve the selection.

   (b) Pending further Court order, GVA's employment will be
       limited to:

          * consulting with the FCR and the Committees to
            identify the principles to be utilized in selecting
            the Properties;

          * assisting the FCR and the Committees in the selection
            of the Properties; and

          * assisting the FCR and the Committees in their
            consultations with the Diocese and the Parishes
            regarding the selection of the Properties.

                   About Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 54; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CEDAR CBO: Moody's Lifts $46MM Class II Notes' Rating to Baa3
-------------------------------------------------------------
Moody's Investors Service upgraded these classes of notes issued
in 1999 by Cedar CBO, Limited, a collateralized bond obligation
issuer:

   * The $230,000,000 Class I Senior Secured Floating Rate Notes
     due 2011

     Prior Rating: A2 (on watch for possible upgrade)
     Current Rating: Aaa

   * The $46,000,000 Class II Senior Secured Fixed Rate Notes due
     2011

     Prior Rating: B1 (on watch for possible upgrade)
     Current Rating: Baa3

The rating actions primarily reflect the increase in the senior
class overcollateralization ratio which resulted from the pay down
of the Class I notes, according to Moody's.


CITIZENS COMMS: Donald R. Shassian Replaces Jerry Elliott as CFO
----------------------------------------------------------------
Citizens Communications Company (NYSE: CZN) disclosed that Donald
R. Shassian will join the company on April 17, 2006, as Chief
Financial Officer.  He succeeds Jerry Elliott, who was appointed
President of Citizens Communications Company in December 2005.

Since 2001, Mr. Shassian has been providing M&A consulting to
several communications companies including AT&T Inc. (formerly SBC
Communications) and Consolidated Communications Inc., and most
recently served as the CFO for the Northeast region of Health Net,
Inc., a managed healthcare company.

In 1999 and 2000, Mr. Shassian was with RSL Communications, Ltd.,
a $1.6 billion international voice and data communications
provider in 22 countries.  He joined RSL in 1999 as the Executive
Vice President and Chief Financial Officer and was later promoted
to Chief Operating Officer.

Prior to 1999, Mr. Shassian was the Senior Vice President
and Chief Financial Officer for Southern New England
Telecommunications Corp. (SNET), which was a provider of
communications, information and entertainment services in southern
New England with more than $2 billion in revenues and 10,000  
employees.  He was responsible for the successful negotiation,
sale and integration of SNET into SBC Communications in 1998.

Prior to joining SNET in December 1993, Mr. Shassian was with
Arthur Andersen for more than 16 years.  His last position there
was as the Partner-in-Charge of the Telecommunications Industry
Practice in North America.

A graduate of Bucknell University with a B.S. in Business
Administration, Mr. Shassian is also a C.P.A.  He will report to
Maggie Wilderotter, Chairman and CEO. Ms. Wilderotter remarked,  
"I am delighted to welcome Don to Citizens.  We value his
experience in the communications industry, his integrity and his
track record as a results-driven decision maker who offers sound
business and financial solutions.  I look forward to working
closely with him and to his joining our Senior Leadership Team."

Citizens Communications Corporation is a telecommunications
company headquartered in Stamford, Connecticut.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Moody's said that Citizens Communications' announced sale of
Electric Lightwave to Integra Telecom, for $247 million, does not
significantly alter Citizens' credit profile and ratings:

   Issuer: Citizens Communications Company

      * Corporate family rating --Ba3
      * Senior unsecured revolving credit facility --Ba3
      * Senior unsecured notes, debentures, bonds -- Ba3
      * Multiple seniority shelf -- (P)Ba3 / (P)B2

   Issuer: Citizens Utilities Trust

      * Preferred Stock (EPPICS) - B2

Moody's said the Outlook for both Issuers is Stable.

As reported in the Troubled Company Reporter on Sept. 29, 2005,
Fitch Ratings affirmed the 'BB' rating on Citizens Communications
Company's senior unsecured debt securities and the 'BB-' rating on
Citizens Utilities Trust's 5% company-obligated mandatorily
redeemable convertible preferred securities due 2036.  Fitch said
Citizens' Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Sept. 2, 2005,
Standard & Poor's Ratings Services affirmed its ratings on
Stamford, Connecticut-based Citizens Communications Co., including
the 'BB+' corporate credit rating.  S&P said the outlook is
negative.


COLLINS & AIKMAN: Lear Settles Dispute with GE Capital
------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Eastern District of Michigan, Collins & Aikman Corporation, its
debtor-affiliates, Lear Corporation and General Electric Capital
Corporation agree that:

   a. Lear may pay to itself $331,899 from the portion of the
      $4,122,012 that Lear owes to the Debtors;

   b. Lear will pay $2,697,683 to the Debtors, on account of the
      portion of the Lear Receivable not assigned to GECC.  The
      amount represents the undisputed prepetition amount owed by
      Lear, less the Lear Payment Amount and less an $88,209
      reserve to cover the portion of disputed amount Lear claims
      it is owed;

   c. Lear will pay $1,323,907 to GECC through an account
      maintained by Carcorp, Inc., for the benefit of GECC
      without recoupment or set-off; and

   d. the Debtors, GECC and Lear will continue to seek resolution
      with respect to certain disputed amounts.

Lear may continue its administrative hold on the additional
$88,209 that is owed by the Debtors on account of prepetition
shipments.

To the extent it applies, the automatic stay under Section 362 of
the Bankruptcy is lifted to allow Lear to make the payments.

As reported in the Troubled Company Reporter on Jan. 13, 2006,
GECC is a successor-in-interest to a receivables, related
security, collections and proceeds assignment agreement between
the Debtors and Carcorp, Inc.  The Debtors' estates, through their
100% equity ownership of Carcorp, have a residual interest in the
Prepetition Receivables after GECC has been paid in full.

Lear Corporation is an account debtor and obligor to the Debtors
with respect to certain unpaid Prepetition Receivables.  GECC has
made demand on the Debtors, to collect the Prepetition Receivables
from Lear.

Lear has failed and refused to pay the Prepetition Receivables to
the Debtors or to GECC.  Instead Lear has asked the Bankruptcy
Court for permission to set off a $375,858 prepetition payable
owed by Collins & Aikman Corp. to the amounts it owes the Debtors

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: Active Mould Asserts Lien on Molds
----------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 27, 2006,
Active Mould & Design Ltd. sought relief from the automatic stay
to enforce its alleged statutory lien rights on various molds that
it sold and delivered to Collins & Aikman Corporation and its
debtor-affiliates prepetition.

The Debtors countered that Active Mould has not established that
it has a valid, properly and timely perfected and enforceable
security interest in the Molds.

Patrick J. Kukla, Esq., at Carson Fischer, PLC, further contended
that Active Mould has failed to establish cause for lifting the
automatic stay.  Pursuant to Section 362(d) of the Bankruptcy
Code, the U.S. Bankruptcy Court for the Eastern District of
Michigan may lift the stay either:

   -- for cause, including lack of adequate protection; or

   -- with respect to an act against property, if the debtor has
      no equity in the property and if the property is not
      necessary for an effective reorganization.

                       Active Mould Responds

Ryan D. Heilman, Esq., at Schafer and Weiner, PLLC, in Bloomfield
Hills, Michigan, tells the Court that under Michigan's
Moldbuilers' Lien Act, MCL 445.619, et seq., a moldbuilder has a
valid and enforceable lien on all molds built by the moldbuilder
if two requirements are met:

   (1) the moldbuilder must record its name and address on the
       Molds; and

   (2) the moldbuilder must file financing statements covering
       the Molds.

Mr. Heilman asserts that Active Mould & Design Ltd. has fully
complied with both requirements and has a valid and enforceable
lien on the Molds.

Among other things, the Debtors argued that Active Mould failed
to establish cause to lift the automatic stay because "if Active
Mould were to be granted relief from the stay today, the Molds
would have no greater value to them than if Active Mould were to
take possession of the Molds at a later date."

Mr. Heilman contends that this argument makes little sense and
fails to support the Debtors' burden of proving that no cause
exists to lift the automatic stay.  The Debtors admit that the
Molds are currently being used to run production parts for the
Debtors' customers.  It is evident in the automotive industry
that each customer program requires a finite number of parts.  
Once sufficient parts are produced and the program is terminated,
the molds used to produce the parts become nearly worthless.  The
more parts produced, the less necessary the Molds become.

By continuing to use the Molds to produce production parts, Mr.
Heilman notes that the Debtors are necessarily reducing the value
of those Molds by reducing the customers' demand for the parts
created, even without considering the normal wear and tear that
constantly reduces the value of all machinery.

Against this backdrop, Mr. Heilman asserts, Active Mould has
shown that the Molds are decreasing in value.  Thus, Active Mould
has is entitled to its request to lift the automatic stay or for
adequate protection of its interest in the Molds

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)


COMMUNITY HEALTH: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Community Health Solutions of America, LLC
        100 First Avenue South, Suite 600
        St. Petersburg, Florida 33701
        Tel: (727) 490-9000
        Fax: (727) 812-0214

Bankruptcy Case No.: 06-01215

Type of Business: The Debtor provides cost-effective health care
                  services through a variety of insurance
                  products.  See http://www.chsamerica.com/

Chapter 11 Petition Date: March 24, 2006

Court: Middle District of Florida (Tampa)

Judge: Catherine Peek McEwen

Debtor's Counsel: Allan C. Watkins, Esq.
                  Watkins Law Firm, P.A.
                  707 North Franklin Street, Suite 750
                  Tampa, Florida 33602
                  Tel: (813) 226-2215
                  Fax: (813) 226-2038

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


COMPTON PETROLEUM: S&P Rates $150 Million Sr. Unsec. Notes at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior
unsecured debt rating to Compton Petroleum Corp.'s proposed
7.625% US$150 million add-on to existing senior unsecured notes
to be issued by Compton Petroleum Finance Corp., a wholly owned
subsidiary of Compton Petroleum.  The debt is fully guaranteed by
the company and all its wholly owned subsidiaries (except Compton
Petroleum (U.S.A.) Corp. and Redwood Energy (U.S.A.) Ltd.).
Standard & Poor's also affirmed its existing 'B+' long-term
corporate credit and 'B' senior unsecured debt ratings on the
company.  The outlook is stable.
     
"Compton will use the proceeds from the sale of the notes to repay
a portion of its existing debt under its senior secured credit
facilities; therefore the company is converting this debt into a
more permanent part of its capital structure," said Standard &
Poor's credit analyst Jamie Koutsoukis.  "Though we expect the
company will continue to increase borrowings on its credit
facilities throughout the year following the notes offering to
fund its ambitious near-term growth objectives, we believe that
the increased proven reserve base supports current debt levels.  
We do, however, need to see Compton capitalize on its reserves and
increase its production to realize improved internally generated
cash flows, else there could be negative pressure placed on the
company's financial profile," Ms. Koutsoukis added.
     
The stable outlook reflects Standard & Poor's expectation that
Compton's existing credit profile will remain relatively unchanged
in the near to medium term.

Although Compton's business profile should improve as the company
continues to build on its three core operating areas in western
Canada, where its existing portfolio of assets should generate
increases to both reserves and production, the company's financial
profile is somewhat hampered as Compton will use external debt to
fund its growth objectives.  A positive rating action is possible
if Compton is able to achieve internal reserve and production
growth while maintaining a stable break-even cost profile.  
Alternatively, a negative rating action is possible if Compton is
unable to economically increase its proven reserves and
production, and its financial profile further weakens.


CONMED CORP: Moody's Rates Proposed $250MM Credit Facility at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to ConMed
Corporation's proposed $250 million senior secured credit
facility.  Proceeds of the offering will be used to refinance its
existing senior secured credit facility.  Moody's will withdraw
the ratings on the existing facility at the completion of the
proposed financing transaction.  Moody's also affirmed the Ba3
Corporate Family Rating and the B2 rating on ConMed's $150 million
senior subordinated convertible notes.  The ratings outlook was
changed to negative from stable

The negative ratings outlook reflects deterioration in ConMed's
results in the second half of 2005.  Same store revenue fell by 2%
in the second half of 2005 compared to a 7.5% increase in the
first half of 2005.  As a result, cash flow from operations
declined from $75 million in 2004 to $51 million in 2005, while
free cash flow dropped from $62 million to $35 million during this
same time period.  Cash flow was negatively affected by a $33
million increase in inventories and a decline in the sale of
receivables.

Moody's believes the recent deterioration in ConMed's financial
results is caused primarily by the following factors:

   -- lower than anticipated single-use products sales because of
      lower surgical procedures;

   -- lower than anticipated capital equipment sales as hospitals
      delayed concluding capital purchases;

   -- higher material costs for plastic-based products due to
      higher oil prices and an increase in legal costs in a suit
      against a larger competitor alleging unfair marketing
      practices; and

   -- an increase in-bound and out-bound freight costs.

Moody's believes that ConMed has maintained market share in its
key segments and that it has not lost any major customers.

The ratings also consider the operational and financial risk of
the company's strategy in supplementing internal growth with the
acquisition of smaller companies and product divisions from other
companies.  Moody's notes that ConMed has completed nine
acquisitions in the past ten years in order to diversify its core
product line while penetrating new markets.  In September 2004,
ConMed acquired an Endoscopic Technology product from C.R Bard,
which added approximately $60 million in annualized revenue and
provided the company with a sixth business unit.  ConMed has
funded these acquisitions through a combination of both equity and
debt.

Price increases in raw materials may pressure the company's
operating costs while affecting the competitive position of
ConMed's products.  As mentioned earlier, the recent increase in
raw material costs, particularly in oil related products such as
resin, has pressured gross margins over the past few quarters. The
ratings also consider the risk of operating abroad, including
foreign exchange risk, as 37% of 2005 revenues came from outside
of the United States.  Lastly, Moody's is concerned that ConMed
may have to accelerate research spending in order to remain
competitive as the company only spends approximately 4% of its
revenue on research and development.  Research and Development
expenditures increased by 26% to $25.5 million in 2005 and the
company introduced 14 new products.

The ratings also consider the stability of the company's revenue
because of its geographic diversity, as well as customer and
product diversification.  The company sells and distributes its
products on a global basis in over 100 countries.  The company has
six major product segments: Arthroscopy, Powered Instruments,
Electro surgery, Patient Care, Endo Surgery and Endoscopic
Technology.  The stability of the company's revenue is also
enhanced by the fact that over 75% of the companies products are
single-use disposable products, which provide an annuity-like
stream of revenues.

ConMed manufactures most of its products and components, which
allows it to contain costs, control quality, maintain the security
of proprietary processes and react quickly to changes in demand.  
Moody's also notes that none of the critical raw materials are
sourced from one single supplier.  The company is able to capture
the majority of the economics and value-added feature of its
products as it has a direct sales-force of almost 400 people in
the U.S and 50 sales representatives internationally.  The company
sells directly to hospitals in ten countries and uses dealers for
its two major product lines, arthroscopy and powered instruments.  
ConMed also sells direct in the UK and Canada for its other four
product lines.

Moody's expects that ConMed will continue to grow revenue between
4% and 6% over the next few years, benefiting from new product
introductions, increased market share, and international growth of
7% to 9%.  As a result, Moody's expects that operating cash flow
should improve to a range of $60 million to $70 million in 2006
and a range of $70 million to $85 million in 2007 because of
stable operating margins, modest working capital requirements, and
capital spending of $15 million to $25 million a year.  After
adjusting for operating leases, Moody's anticipates that operating
and free cash flow to debt will rebound from 10% to 13% and 6% to
8%, respectively, in 2005, to 25% to 28% and 20% to 22% in 2006.

If the company grows cash flows more rapidly than Moody's expects,
and uses the excess cash flows to retire debt, the company's
outlook could become stable.  ConMed has set its debt to total
capitalization target at the 35%-45% range, and is currently
operating on the high end of that range.  If it lowers its debt to
total capitalization by issuing equity to retire debt in order to
achieve the lower limit of its debt to total capitalization
target, its outlook could also improve.  Moody's would also like
to see the company sustain free cash flow to debt ratios of 13% to
16% on a sustained basis.

Conversely, if competitive pressures further retard revenue and
cash flow growth, or additional acquisition financing increases
the company's debt burden materially, the ratings could be
lowered.  The ratings could also face downward pressure if recent
results do not stabilize and cash flow continues to deteriorate.
The ratings could be downgraded if the adjusted free cash flow to
adjusted debt remains in the 6% to 8% range as was the case in
2005.

ConMed intends to issue a new $150 million Term Loan Facility and
$100 million Revolving Credit Facility.  As noted earlier,
proceeds from the new facility will be used to refinance its
existing $141 million senior secured credit facility as well as
for general corporate purposes.  As a result of the refinancing,
total leverage does not increase much, assuming the revolver
remains at full, or nearly full, capacity over the next twelve
months.  In fact, Moody's rating incorporates Moody's expectation
that availability under the company's $100 million proposed
revolving credit facility will remain virtually in tact.  Under
the terms of the proposed transaction, ConMed will have a maximum
total leverage ratio, a minimum fixed charge coverage ratio and
maximum total senior leverage ratio of 4.5 to 1, 2.25 to 1 and 3.0
to 1, respectively, in 2006.  Moody's expects that the company
will have sufficient cushion and remain in compliance with these
financial covenants under its credit facility for the next twelve
months.  The company has more cushion in the covenants of the new
credit facility compared to those in the existing facility.

Moody's rated the senior credit facility one notch above the
Corporate Family Rating because Moody's believes there is
sufficient collateral coverage in a distressed scenario.  That
belief is based on the bank debt's seniority, guarantees from
subsidiaries, and a collateral package consisting of substantially
all assets of the company.  The rating reflects a lower expected
loss for the senior secured class of debt relative to the senior
subordinated debt class and any potential senior secured debt.

The B2 rating on the senior subordinated convertible notes
reflects the contractual subordination to senior debt at the
issuing entity, ConMed.  The rating also incorporates an effective
subordination to total obligations at the operating subsidiaries.
The senior subordinated convertible notes are not guaranteed.

Moody's assigned these ratings:

   * $100 million Senior Secured Revolver, due 2011, rated Ba2

   * $150 million Senior Secured Term Loan B, due 2013, rated Ba2

Moody's affirmed these ratings:

   * Corporate Family Rating, at Ba3

   * $150 million senior subordinated convertible notes,
     due 2024, at B2.

The ratings outlook was changed to negative from stable.

After the close of the proposed transaction, Moody's will withdraw
these ratings assigned to ConMed:

   * $100 million revolving credit facility, due 2007, rated Ba3

   * $140 million Term Loan B, due in 2009, rated Ba3

Located in Utica, New York, ConMed Corporation is a medical device
manufacturer specializing in instruments, implants and video
equipment for arthroscopic sports medicine and powered surgical
instruments, such as drills and saws, for orthopedic,
otolaryngology, neuro-surgery and other surgical specialties.  In
2005, its consolidated revenues were approximately $617 million.


CONMED CORP: S&P Rates Proposed $250 Mil. Credit Facility at BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to ConMed
Corp.'s proposed $250 million secured credit facility, consisting
of:

   * a $150 million seven-year term loan; and
   * a $100 million five-year revolving credit facility.

The bank loan rating is 'BB-' (at the same level as the corporate
credit rating) with a recovery rating of '3', indicating the
expectation for meaningful recovery (50%-80%) of principal in the
event of a payment default.
     
At the same time, Standard & Poor's affirmed the existing 'BB-'
corporate credit rating on the company.  The outlook is stable.
      
"The rating on Utica, N.Y.-based ConMed Corp. reflects Standard &
Poor's concern that the midsize medical products manufacturer,
though well established in a number of surgical markets, faces the
ongoing challenge of competing against larger, better-financed
companies," said Standard & Poor's credit analyst Cheryl Richer.
     
The company is trying to capitalize on its position as an
important manufacturer of arthroscopic and powered surgical
instruments and electrosurgical systems.  By focusing on niche
areas within operating room services and establishing
relationships with physicians through a sizable sales force,
ConMed has garnered the second-largest U.S. market share in four
of its five product lines.


COVAD COMMS: Inks $50MM Stock & Note Purchase Pact with Earthlink
-----------------------------------------------------------------
Covad Communications Group, Inc., and its wholly owned subsidiary,
Covad Communications Company, entered into a Purchase Agreement
with EarthLink, Inc., for the sale of these securities to
Earthlink:

   (1) 6,134,969 shares of Group's common stock, par value $0.001,
       for an aggregate purchase price of $10,000,000, for a
       $1.63 price per share.

       The price per share equals 105% of the arithmetic average
       of the daily volume weighted average trading price quoted
       on the American Stock Exchange for the Company's Common
       Stock for each of the ten trading days immediately
       preceding March 15, 2006;

   (2) a $40,000,000 12% Senior Secured Convertible Note due 2011
       for an aggregate purchase price of $40,000,000.

                       Terms of the Notes

Interest on the Notes will be payable on March 15 and September 15
of each year, starting on September 15, 2006, and may be paid in
cash or in additional notes, identical to and of the same series
as the original Note.  

Principal on the Notes will be payable on March 15, 2011, provided
that under certain circumstances, EarthLink may require Covad to
repay the remaining principal amount of the Notes held by
EarthLink in four equal installments due March 15 of each year,
starting on March 15, 2007 and ending on March 15, 2010.  

The Notes will be initially convertible into 21,505,376 shares of
Common Stock, reflecting an initial conversion price of $1.86 per
share, which equals 120% of the arithmetic average of the daily
volume weighted average trading price quoted on the AMEX for the
Company's Common Stock for each of the ten trading days
immediately preceding March 15, 2006.  In the event that Covad
makes all interest payments through the issuance of Additional
Notes, the Additional Notes will be convertible into 17,007,477
shares of Common Stock, reflecting a conversion price of $1.86 per
share.  The conversion rate will be subject to weighted average
antidilution protection.  In no event will the Note and any
Additional Notes be converted into an aggregate number of shares
of Common Stock which in the aggregate exceeds 19.9% of the then
outstanding shares of Common Stock of the Company.  The Note will
be initially convertible into shares of Common Stock beginning on
March 15, 2008, or upon a change of control of the Company, if
occurring earlier.

The Company will be required to offer to redeem the Note at 100%
of the principal amount upon a Change of Control of the Company.

The obligations under the Note will be secured by certain
property, plant and equipment purchased with the proceeds of the
Note pursuant to the terms of a Security Agreement to be entered
into between the Company, Operating and EarthLink, and the Primary
Shares and the Underlying Shares will be subject to the terms of a
Registration Rights Agreement between the Company and EarthLink.

Additionally, in connection with the transactions contemplated by
the Purchase Agreement, Operating and EarthLink will enter into an
Agreement for XGDSL Services, pursuant to which Covad will develop
and deploy its next generation broadband services in specified
geographic service areas.  The proceeds from the Transaction will
be used to fund the deployment of these services.

The Note and the Primary Shares are being issued to EarthLink in
reliance on the exemption from registration contained in Section
4(2) of the Securities Act of 1933, as amended.

A full-text copy of the Purchase Agreement is available for free
at http://ResearchArchives.com/t/s?6f4

Covad Communications Group, Inc. -- http://www.covad.com/--     
provides broadband voice and data communications.  The company
offers DSL, Voice over IP, T1, Web hosting, managed security, IP
and dial-up, and bundled voice and data services directly through
Covad's network and through Internet Service Providers, value-
added resellers, telecommunications carriers and affinity groups
to small and medium-sized businesses and home users.  Covad
broadband services are currently available across the nation in
44 states and 235 Metropolitan Statistical Areas and can be
purchased by more than 57 million homes and businesses, which
represent over 50 percent of all US homes and businesses.

At Dec. 31, 2005, Covad Communications Group, Inc.'s balance sheet
showed a stockholders' equity deficit of $20,169,000 compared to a
$8,635,000 shareholders' equity deficit at Dec. 31, 2004.  

Covad emerged from a chapter 11 restructuring in Dec. 2001 under a
plan of reorganization that swapped $1.4 billion of bond debt with
a combination of cash (about 19 cents-on-the-dollar) and a 15%
equity stake in the company.  Covad's prepetition shareholders
retained an approximate 80% equity interest in the company.


CURATIVE HEALTH: Case Summary & 41 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Curative Health Services, Inc.
             aka Curative Health Services Parent Holding Company
             61 Spit Brook Road
             Executive Tower, Suite 505
             Nashua, New Hampshire 03060
             Tel: (800) 966-5656

Bankruptcy Case No.: 06-10552

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                       Case No.
      ------                                       --------
      Curative Pharmacy Services, Inc.             06-10550
      Curative Health Services of New York Inc.    06-10551
      Curative Health Services Co.                 06-10553
      CHS Services, Inc.                           06-10554
      eBioCare.com, Inc.                           06-10555
      Hemophilia Access, Inc.                      06-10556
      Apex Therapeutic Care, Inc.                  06-10557
      Infinity Infusion, LLC                       06-10558
      Infinity Infusion II, LLC                    06-10559
      Infinity Infusion Care, Ltd.                 06-10560
      Optimal Care Plus, Inc.                      06-10561
      MedCare, Inc.                                06-10562
      Critical Care Systems, Inc.                  06-10563
      Curative Health Services III Co.             06-10564

Type of Business: The Debtor is a leading provider of high-touch
                  patient services for chronic disorders and
                  disease states.  See http://www.curative.com/

Chapter 11 Petition Date: March 27, 2006

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Brian E. Greer, Esq.
                  Martin N. Flics, Esq.
                  Linklaters
                  1345 Avenue of the Americas
                  New York, New York 10105
                  Tel: (212) 903-9000
                  Fax: (212) 903-9100

Debtors' financial condition as of September 30, 2005:

      Total Assets: $155,000,000

      Total Debts:  $255,592,000

Debtors' Consolidated List of 41 Largest Unsecured Creditors:

   Entity                       Nature of Claim      Claim Amount
   ------                       ---------------      ------------
Wells Fargo Bank, N.A.          Senior Note Claims   $185,000,000
Corporate Trust Services
Sixth and Marquette
MAC N9303-120
Minneapolis, MN 55479

American Surgical               Litigation            $15,303,627
Pharmacy Inc.
103 East Highland Avenue
San Bernardino, CA 92406

Park Compounding Pharmacy Inc.  Litigation            $15,079,454
280 North Westlake Boulevard
Suite 100
Westlake Village, CA 91362

Siskin's San Carlos             Litigation             $9,951,442
Pharmacy Inc.
825 Laurel Street
San Carlos, CA 94070

Jon M. Tamiyasu                 Apex Note Claim        $1,523,530
Stockholders' Representative
5262 Pesto Way
Oak Park, CA 91377

Cindy Theiss                    Litigation               $550,000
On Behalf of Carol Theiss
3340 Elaine Way
Sparks, NV 89431

J.D. Molex LLC                  Lease Rejection          $239,729

Rincon Holdings LLC             Lease Rejection          $199,541

WK Equities LLC                 Lease Rejection          $141,344

West Lake Village               Lease Rejection          $104,456
Industrial Park

Unitedhealth Group of           Contract Claim            $99,500
Hartford, Connecticut

Samantha LLC                    Lease Rejection           $91,818

NYNEX Long Distance Company     Contract Claim            $88,153
dba Verizon Enterprise
Solutions

Southern Commercial             Lease Rejection           $68,750
Properties Inc.

Caroline Sophia Nickens III     Lease Rejection           $64,929

Burman's Apthecary LLC          Contract Claim            $58,000

6 WPI Woodside Road LP          Lease Rejection           $35,027
c/o WP Investments

Wells Fargo Financial           Contract Rejection        $34,248
Leasing Inc.

The Nasdaq Stock Market Inc.    Contract Claim            $30,500

Allan V. Rose                   Lease Rejection           $26,570
dba AVR Realty Co.

CIT Technology Financial        Contract Rejection        $14,400
Services

Bearden Development             Lease Rejection           $11,900
Company Inc.

Roy and Carol Nordman           Sublease Rejection        $11,460

De Lage Landen Financial        Contract Rejection        $11,195
Services

Singer Properties               Lease Rejection           $10,365

Ellinwood Court Realty          Lease Rejection            $6,000

Xerox Corporation               Contract Rejection         $4,079

Innospine Inc.                  Sublease Rejection         $3,000

Imagistics                      Contract Rejection         $1,080

Carol Reily                     Litigation                     $0
on behalf of Christian Brown

Coram Inc. and Arlin M. Adama   Litigation                     $0

Donna Ligda                     Litigation                     $0

Emilsi Deschamps                Litigation                     $0

Factor Health Management        Litigation                     $0

Mobile Quest                    Sublease Rejection             $0
Entertainment Inc.

Robert Gardner                  Litigation                     $0

Sharron Akers                   Litigation                     $0

Stanley Hamel and Estate of     Litigation                     $0
Sydelle Hamel

Thomas M. McMurray              Litigation                     $0
on behalf of William Smith

American Surgical               Litigation                     $0
Pharmacy Inc.

Ophelia Howe                    Litigation                     $0


DANA CORP: Asks Court to Establish Interim Compensation Procedures
------------------------------------------------------------------
Pursuant to Sections 105(a) and 331 of the Bankruptcy Code, Dana
Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to establish an
orderly, regular process for:

   (a) the allowance and payment of fees and expenses of
       attorneys and other professionals whose services are
       authorized by the Court pursuant to Sections 327 or 1103;
       and

   (b) reimbursement of out-of-pocket expenses incurred by
       members of the Official Committee of Unsecured Creditors
       and any statutory committees appointed in the Debtors'
       Chapter 11 cases.

Corinne Ball, Esq., at Jones Day, in New York, explains that the
procedures proposed by the Debtors will enable them to closely
monitor the costs of administration, maintain level cash flow and
implement efficient cash management procedures.  The procedures
will also allow the Court and other parties-in-interest to ensure
the reasonableness and necessity of the fees sought by the
Retained Professionals.

                      Billing Procedures

On or before the last day of each month following the month for
which compensation is sought, each Retained Professional will
serve a monthly statement to:

    (i) the Debtors,
   (ii) Jones Day,
  (iii) the attorneys for the Committees,
   (iv) the Office of the United States Trustee, and
    (v) counsel to Citicorp North America, Inc.

The Monthly Statement must contain a list of the individuals and
their titles who provided services, their billing rates, the
aggregate hours spent by each individual, a reasonably detailed
breakdown of the disbursements incurred and contemporaneously
maintained time entries for each individual in increments of
tenths of an hour.

The Monthly Statement need not be filed with the Court.

Each Notice Party will have at least 14 days after its receipt of
a Monthly Statement to object to the Statement.

At the expiration of the 45-day period following the month for
which compensation is sought, the Debtors will promptly pay 80%
of the fees and 100% of the expenses identified in each Monthly
Statement to which no objection has been served.  If an objection
is served to a particular Statement, the Debtors will only pay
the portion not subject to the objection.

If the objecting parties and the Retained Professional are able
to resolve an objection, then the Debtors will promptly pay the
resolved portion of the Monthly Statement.  All objections that
are not resolved by the parties will be preserved and scheduled
for hearing before the Court.

The service of an objection to a Monthly Statement will not
prejudice the objecting party's right to object to any fee
application made to the Court.  Furthermore, the decision by any
party not to object to a Statement will not be a waiver of any
kind or prejudice that party's right to object to any fee
application.

Approximately every 120 days, each Retained Professional will
serve and file with the Court, in accordance with General Order
M-242, as amended by General Order M-269 and pursuant to Sections
330 and 331, an application for interim or final Court approval
and allowance of the compensation and reimbursement of expenses.

Any Retained Professional who fails to file a fee application
when due (i) will be ineligible to receive further monthly
payments until further Court order and (ii) upon Court order, may
be required to disgorge any fees paid since retention or the last
fee application, whichever is later.

The pendency of an application, or a Court order that payment of
fees and expenses was improper as to a particular Monthly
Statement will not disqualify a Retained Professional from the
future payment of fees and expenses, unless otherwise ordered by
the Court.

Neither the payment of, nor the failure to pay, in whole or in
part, monthly compensation and reimbursement will have any effect
on the Court's interim or final allowance of compensation and
reimbursement of expenses of any Retained Professional.

The attorney for any of the Committees may, in accordance with
the Billing Procedures, collect and submit statements of
expenses, with supporting vouchers, from members of the Committee
he or she represents.

The first Monthly Statement for Retained Professionals whose
retention has been approved by the Court as of the Petition Date
will cover the services rendered beginning on the Petition Date
through March 30, 2006.  Their first interim fee applications
will cover postpetition services rendered through July 31, 2006.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORP: Undisputed Supplier Obligations Gets Priority Status
---------------------------------------------------------------
In the ordinary course of business, numerous suppliers and
service providers provide Dana Corporation and its debtor-
affiliates with goods and services that are integral to their
ongoing business operations.

In addition, as of the bankruptcy filing, the Debtors had
outstanding prepetition purchase orders with numerous suppliers,
including orders for a variety of supplies and services that the
Debtors require to produce goods for their customers and maintain
current production and delivery schedules.

Due to their Chapter 11 filing, the Debtors are concerned that
the suppliers may perceive a risk that they will be treated as
prepetition general unsecured creditors for the invoiced cost of
any supply shipments made or services provided postpetition
pursuant to the Outstanding Orders.  

As a result, the suppliers may refuse to ship materials and
supplies to the Debtors or provide essential services unless the
Debtors issue substitute postpetition purchase orders or provide
other assurances of payment.

However, according to Corinne Ball, Esq., at Jones Day, in New
York, issuing substitute purchase orders on a postpetition basis
would be administratively burdensome, time-consuming and
counterproductive to the Debtors' reorganization efforts.

Moreover, even if new postpetition purchase orders are issued,
there is no assurance that suppliers will feel sufficiently
confident of the Debtors' ability to pay for new goods and
services to continue doing business with the Debtors without
interruption.

Ms. Ball maintains that the obligations arising out of the
postpetition delivery of goods and provision of services to the
Debtors are expenses incurred for the benefit of the Debtors'
estates and assist in preserving the value of the Debtors'
businesses.  Hence, these costs are accorded administrative
expense priority status under the standards contained in Section
503(b)(1)(A) of the Bankruptcy Code.

At the Debtors' behest, the U.S. Bankruptcy Court for the Southern
District of New York confirms that the Debtors' undisputed
obligations to the suppliers arising from shipments of goods and
provision of services postpetition, whether or not the purchase
orders were made before the chapter 11 filing, will be entitled to
administrative expense priority status under Section
503(b)(1)(A).

To provide further assurance to the Suppliers on a going forward
basis, the Debtors obtained permission to pay their undisputed
obligations to Suppliers that are entitled to administrative
expense priority in the ordinary course of the Debtors'
businesses, pursuant to Section 363(c).

The Debtors represent that they have adequate cash reserves and
anticipated access to sufficient debtor-in-possession financing
to pay their postpetition obligations to suppliers.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 4; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DELTA AIR: Gets Lenders Nod for Changes to $1.9 Billion DIP Loan
----------------------------------------------------------------
Delta Air Lines (Other OTC:DALRQ) received approval from the
lenders of its $1.9 billion debtor-in-possession credit facility
to amend certain aspects of that facility.

The amendments:

     * will reduce Delta's interest rate on the three term loans
       making up this facility, resulting in annual savings of
       more than $30 million and

     * will result in a reduction in the interest rate in Delta's
       post-petition financing from American Express Travel
       Related Services Company, Incorporated.

"We are pleased that our lenders have agreed to reduce the
interest rate for our debtor-in-possession credit facility, which
will result in significant cost savings for Delta going forward,"
said Edward H. Bastian, Delta's executive vice president and chief
financial officer.  "Another benefit of the revised DIP agreement
is that it will provide us with additional flexibility to expand
our fuel hedging program, which has already yielded tangible
savings since reinstatement of the program in February 2006.  We
will continue to aggressively pursue opportunities to reduce costs
as we seek to achieve the $3 billion in annual cost savings and
revenue enhancements in our business plan."

GE Commercial Finance, Administrative Agent for the DIP credit
facility, managed the amendment process.  The amendments to the
DIP credit facility will also enable Delta to consummate
amendments to certain unrelated financing arrangements with GE.  

Delta will file a Form 8-K with the Securities and Exchange
Commission within several days that will provide additional detail
about the DIP amendments.

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.


DENALI CAPITAL: Moody's Rates $14 Million Class B-2L Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these following ratings to
Notes issued by Denali Capital CLO VI, Ltd.:

   * Aaa to the $100,000,000 Class A-1LR Variable Funding Notes
     Due April 2020 and to the $277,000,000 Class A-1L Floating
     Rate Notes Due April 2020;

   * Aa2 to the $27,000,000 Class A-2L Floating Rate Notes Due
     April 2020;

   * A2 to the $24,000,000 Class A-3L Floating Rate Notes Due
     April 2020;

   * Baa2 to the $19,000,000 Class B-1L Floating Rate Notes Due
     April 2020; and

   * Ba2 to the $14,000,000 Class B-2L Floating Rate Notes Due
     April 2020.

Moody's also assigned the rating of A2 to the Class C-1
Combination Notes Due April 2020.

The Moody's ratings of the Notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the Notes' governing documents, and are based on the expected loss
posed to Noteholders, relative to the promise of receiving the
present value of such payments.  The rating assigned to the
Combination Notes addresses the ultimate return of Rated Balance
only.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting primarily of U.S. dollar-
denominated senior secured Loans due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

DC Funding Partners LLC will manage the selection, acquisition and
disposition of collateral on behalf of the Issuer.


DIRECTVIEW INC: Withdraws June 2005 Registration Statement
----------------------------------------------------------
DirectView, Inc., asks the Securities and Exchange Commission to
grant the withdrawal of its Registration Statement originally
filed on June 1, 2005, pursuant to Rule 477(a) under the
Securities Act of 1933.

The Registration Statement was filed for the resale of up to
58,699,792 shares of common stock by selling security holders and
to comply with contractual requirements accorded certain
investors, including Cornell Capital Partners, L.P.  

The Company is withdrawing its Registration Statement because it:

   -- was unable to qualify for certain exemptions necessary to
      execute its obligations to Cornell Capital; and

   -- wishes to restructure that transaction.

The Registration Statement has never been declared effective, and
no shares have been sold pursuant to the Registration Statement.

A full-text copy of DirectView, Inc.'s withdrawn Registration
Statement is available at no charge at
http://ResearchArchives.com/t/s?6fe

                      About DirectView, Inc.

DirectView, Inc., is a full-service provider of teleconferencing
products and services to businesses and organizations.  Effective
Feb. 23, 2004, the Company completed its acquisition of all of
the issued and outstanding shares of Meeting Technologies, Inc.,
from its sole stockholder, Michael Perry.  Meeting Technologies,
Inc., was a privately held provider of video conferencing
equipment and related services.  The Company's results of
operations for the six months ended June 30, 2004, include the
results of Meeting Technologies, Inc., from the date of
acquisition of Feb. 23, 2004.

                            *   *   *

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 1, 2005,
Sherb & Co., LLP, expressed substantial doubt about DirectView's
ability to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2004.

The Company's limited financial resources have prevented the
Company from aggressively advertising its products and services to
achieve consumer recognition.  The ability of the Company to
continue as a going concern is dependent on the Company's ability
to further implement its business plan and generate increased
revenues.

The Company stated that it currently has working capital to
sustain its core operations for approximately four to six months,
but these funds are not sufficient to satisfy its short-term debt
obligations in the aggregate amount of approximately $1,460,000.
The Company has begun conversations with a view towards
restructuring the terms of the short-term debt due Dec. 31, 2005,
as well as the debentures.  But there are no assurances that those
discussions will lead to any debt restructuring, in which
event, the Company may be unable to pay those obligations as they
become due.


DOBSON COMMS: $11.1MM of 1.5% Sr. Convertible Notes Up for Resale
-----------------------------------------------------------------
Three holders of Dobson Communications, Inc.'s 1.50% Senior
Convertible Debentures may sell the securities they hold, the
Company disclosed in a prospectus supplement filed with the
Securities and Exchange Commission:

   Selling Noteholder                        Amount of Notes
   ------------------                        ---------------
   Lehman Brothers Inc.                           $6,000,000
   Duma Master Fund, L.P.                          5,000,000
   Cowen & Co., LLC                                  100,000

Lehman Brothers Inc., a registered broker-dealer and a
subsidiary of Lehman Brothers Holdings Inc., owns 3.75% of the
total principal amount of the Notes.  Lehman Brothers acted as
co-manager in the private offering of the Debentures and as a
joint book runner in the concurrent private offering of the
Company's senior floating rate notes.

Nadeem Walji owns 3.13% of the total principal amount of the
Notes.  Duma Capital Partners, L.P., acts as his investment
manager and has the power to direct the voting and disposition of
securities.  

Cowen & Co., LLC, a registered broker-dealer, is a wholly owned
subsidiary of SG Americas Securities Holdings, Inc., which is an
indirect wholly owned subsidiary of Societe Generale, a French
banking corporation with shares listed on the Paris Bourse and
Tokyo Stock Exchange.  

On September 13, 2005, Dobson Communications issued $150.0 million
aggregate principal amount of 1.50% Senior Convertible Debentures
due 2025 in a private offering, and on October 13, 2005, the
initial purchasers of the Debentures exercised an option to
purchase an additional $10.0 million aggregate principal amount of
Debentures in a private offering. This prospectus covers resales
from time to time by selling securityholders of any or all of
their Debentures and shares of Class A common stock into which the
Debentures are convertible. We will not receive any proceeds from
the resale by the selling securityholders of the Debentures or the
shares of Class A common stock hereunder.

                     Terms of the Debentures

The Debentures will bear interest at a rate of 1.50% per year,
payable on April 1 and October 1 of each year, commencing April 1,
2006.  The Debentures mature on October 1, 2025.

The Debentures will be convertible, at your option, into shares of
the Company's Class A common stock initially at a conversion rate
of 97.0685 shares per $1,000 principal amount of the Debentures
(equivalent to an initial conversion price of approximately
$10.30 per share), subject to adjustment.

Upon conversion, the Company has the right to deliver common
shares, cash or a combination of cash and common shares. In the
event of certain types of fundamental changes, the Company will
increase the number of shares issuable upon conversion or, in lieu
thereof, the Company may elect to adjust the conversion obligation
and conversion rate so that the Debentures are convertible into
shares of the acquiring or surviving company, in each case as
described in this prospectus.

The Company may redeem some or all of the Debentures on or after
October 1, 2010, for cash at a redemption price equal to 100% of
the principal amount of Debentures redeemed.

The noteholders may require the Company to repurchase all or a
portion of the Debentures on October 1, 2010, October 1, 2015, and
October 1, 2020, at a cash repurchase price equal to 100% of the
principal amount plus accrued and unpaid interest (including
additional interest, if any).  In addition, the noteholders may
require the company to repurchase all or a portion of the
Debentures upon a fundamental change at a cash repurchase price
equal to 100% of the principal amount plus accrued and unpaid
interest including additional interest, if any.

The Debentures are senior unsecured obligations.  

The Company's Class A common stock is listed on The Nasdaq
National Market under the symbol "DCEL."   

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?6f5

Headquartered in Oklahoma City, Dobson Communications Corporation
-- http://www.dobson.net/-- provides wireless phone services to   
rural markets in the United States and owns wireless operations in
16 states.

Dobson Communications Corp.' 8-7/8% Senior Notes due 2013 carry
Moody's Investors Service's Caa2 rating and Standard & Poor's CCC
rating.


DOLE FOOD: S&P Puts B+ Rating on Proposed $975 Million Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' bank loan
ratings and '2' recovery ratings to Dole Food Co. and co-borrower,
foreign subsidiary Solvest Ltd.'s proposed $975 million senior
secured term loan facility, indicating the expectation of
substantial (80%-100%) recovery of principal in the event of a
payment default.  The ratings are based on preliminary terms and
are subject to review upon final documentation.
     
At the same time, Standard & Poor's lowered its long-term ratings
on the fruit and vegetable producer and marketer, including its
corporate credit rating to 'B+' from 'BB-'.  Standard & Poor's
also affirmed its 'B-2' short-term corporate credit rating.  The
outlook is negative.  Westlake Village, California-based Dole
Foods will have about $2.5 billion of lease-adjusted debt
outstanding at closing.
     
Net proceeds from the credit facility, along with a $325 million
asset-based senior secured revolving credit facility (unrated),
will be used to refinance Dole's existing credit facility.  
Ratings on the existing facility will be withdrawn upon closing of
the transaction.
     
The downgrade reflects:

   * Dole's weaker-than-expected operating performance in recent
     periods stemming from:

     -- higher fuel,
     -- produce, and
     -- linerboard costs;

   * lower banana pricing in Japan; and

   * weaker fresh vegetable pricing in North America.

As a result of this performance and the addition of about $100
million of debt following the refinancing, Dole's credit measures
have dropped further to levels below those appropriate for the
rating.


EASTMAN KODAK: $17 Mil. Revenue Bonds Paid & S&P Withdraws Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' rating on
Rochester, New York-based Eastman Kodak Co.'s (B+/Negative/--)
$17 million industrial revenue bonds due 2017 (issued by Calhoun
County, S.C.) because the issue has been defeased.  The bond is
presumably now well protected, but Standard & Poor's lacks the
full extent of legal confirmation, which would include company
input and would go beyond the basic escrow deposit agreement.


EPIXTAR CORP: Has Until April 4 to File Reorganization Plan
-----------------------------------------------------------
The Hon. A. Jay Cristol of the U.S. Bankruptcy Court for the
Southern District of Florida in Miami extended, until April 4,
2006, Epixtar Corp. and its debtor-affiliates' exclusive period to
file a Plan of Reorganization.  The Debtors also have until
June 3, 2006, to solicit acceptances of their Plan.

The Debtors asked the Bankruptcy Court to extend their Plan filing
and solicitation periods so that they will have more time to
negotiate, propose and seek acceptances of a consensual Plan.  

The Debtors expect to file a Plan within the extension period in
view of the Bankruptcy Court's recent approval of a settlement
agreement with Laurus Master Fund, Ltd., its single largest
creditor.  The settlement agreement is an integral part of the
Debtors' proposed Plan.

The Debtors owed Laurus approximately $16,250,000, as of Sept. 21,
2005, on account of two prepetition loans.  Under the settlement,
approved in December 2005, Laurus extended a $2.5 million debtor-
in-possession financing, consented to the Debtors' use of cash
collateral, and took over ownership of the Debtors' ISP related
assets in exchange for a $12 million credit against amounts owed
by the Debtors.

Based in Miami, Florida, Epixtar Corp. -- http://www.epixtar.com/
-- f/d/b/a Global Assets Holding, Inc., aggregates contact center
capacity and robust telephony infrastructure to deliver
comprehensive, turnkey services to the enterprise market.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 6, 2005 (Bank. S.D. Fla. Case No. 05-42040).  Michael D.
Seese, Esq., at Kluger, Peretz, Kaplan & Berlin, P.L., represents
the Debtors in their restructuring efforts.  Glenn D. Moses, Esq.,
at Genovese Joblove & Battista, P.A., represents the Company's
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$30,376,521 and total debts of $39,158,724.


FDL INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: FDL, Inc.
        1216 Appletree Lane
        P.O. Box 606
        Kokomo, Indiana 46903

Bankruptcy Case No.: 06-01222

Type of Business: The Debtor manufactures office and
                  fast food metal furniture.

Chapter 11 Petition Date: March 24, 2006

Court: Southern District of Indiana (Indianapolis)

Judge: Frank J. Otte

Debtor's Counsel: Deborah Caruso, Esq.
                  Erick P. Knoblock, Esq.
                  Dale & Eke, P.C.
                  9100 Keystone Xing, Suite 400
                  Indianapolis, Indiana 46240-2159
                  Tel: (317) 844-7400
                  Fax: (317) 574-9426

Estimated Assets: Unknown

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Fifth Third Bank                    $23,6841,000
International Trade Services
P.O. Box 630041
38 Fountain Square Plaza
Cincinnati, OH 45263-0041

Chia Yeh Enterprises Co., Ltd.        $4,053,568
753 Moo 4 Phuttarasa Road
Tambol Prakas
Samutprakarn 10280
Thailand

Fusco Industrial Corporation          $1,373,482
P.O. Box 84-252
11-1th Floor No. 342
SEC-1 Fu-Hsing Road
Taipei 106 Taiwan R.O.C.

Qingyi Metal Product                  $1,134,464
Ding Xi Village
Shen Wan Town
Guang-Dong Province
China 528462

Torch 2100 Co. Ltd.                     $601,240
No. 99 Moo 8 Tabbonmee
Khochan Sub District
Chonburi 20240 Thailand

Cheau Yih                               $597,447
No. 21 Lane 538 Guangde Road
Taiping City, Taichung
County 411, Taiwan R.O.C.

Ziamen Zehui Industry Trade             $543,305
Vegetable Base Shanghu
Houheng Village, Huli District
Xiamen, China

King Technology BVI, Inc.               $522,319
Jinghe Industrial Area
Zhang Mu Tou
Dongguan City
Guang-Dong, China

Delight Furniture                       $411,808
P.O. Box 511490
Yixing Industrial Area
Shiguang Road
Shiqiao Town, Panyu District
Guangzhou China

Euro Sun SDN.BHD                        $405,861
Lot 3686, Kamapung Bindu
Mk.6, Tongkang Pecah, 83010
Batu Pahat, Johor Darul
Takzim, Malaysia

Grand Orient Furniture Co.              $389,174
Anji Economic Development
Zong, Lingfeng Road
Anji County, Zhejiang Province
China

Jollywood SDN.BHD                       $387,240
Lot 4, 9556, Kaw
Perindustiran, Bukit Rambai
75250 Melaka, Malaysia

Klaeng Products Woodtrade Co.           $380,385
141 M009, T.Krasaebon
A. Klaeng Rayong 21110
Thailand

Moonheart Textile Co. Ltd.              $377,223
12 Peng Xi Road
Middle Penglang Town
Kunjia Industrial Park
Kunhshang, China

Evermore Holdings Ltd.                  $319,181

Mawood Industries SDN.BHD               $302,100
Lot 117, Jalan, Enam
Kompleks Perabot Olak
Lempit, 72700 Banting
Selangor De, Malaysia

Strongson Furniture Co., Ltd.           $293,995
Shenzhen Factory
Block 12, Jiang Shi Industrial Park
Gong Ming, Shen Zhen
Guangtung, China

SHH Furniture Industries SDN            $289,898
PLO 1, Kawasan
Perindustrian Pagoh 84600
Pagoh, Muar Johor, Malaysia

Trendex Industries, Ltd.                $224,396

Mean Young Universal Co., Ltd.          $215,040


FEDDERS CORP: Delays Filing Annual Financial Reports for 2005
-------------------------------------------------------------
Fedders Corporation requests an extension of time to file its
Annual Report on Form 10-K for the fiscal year ended Dec. 31,
2005.

Deloitte & Touche LLP, the Company's former registered public
accounting firm, declined to stand for reappointment for fiscal
year 2005 or for any of the quarterly periods of fiscal year 2005.  
The Company was unable to appoint a new registered public
accounting firm until the fourth quarter of 2005.

The Company and UHY LLP, the newly-appointed Accountant, were
initially engaged in the preparation and filing of all three Forms
10-Q for fiscal year 2005, which delayed commencement of work on
the preparation of the fiscal year-end financial statements and
the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

Additionally, the Company has completed significant consolidations
and restructuring of its operations during fiscal year 2005, which
has added materially to the complexity of the preparation and
audit of the year-end financial statements.

As a result, the Company is unable to file its Annual Report on
Form 10-K for fiscal year 2005 without unreasonable effort or
expense.

The Company will file its Annual Report on Form 10-K no later than
April 15, 2006.

Headquartered in Liberty Corner, New Jersey, Fedders Corporation,
-- http://www.fedders.com/-- is a leading global manufacturer and   
marketer of air treatment products, including air conditioners,
air cleaners, dehumidifiers, and humidifiers.  The company has
production facilities in the United States in Illinois, North
Carolina, New Mexico, and Texas and international production
facilities in China, India and the Philippines.  All products are
manufactured to Fedders' one worldwide standard of quality.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on air treatment products manufacturer Fedders Corp. and
Fedders North America Inc. to 'CC' from 'CCC'.  At the same time,
Fedders North America's senior unsecured debt rating was lowered
to 'C' from 'CC'.  S&P said the outlook remains negative.


FIRSTLINE CORP: Hires Glassratner Advisory as Financial Advisor
---------------------------------------------------------------
FirstLine Corporation sought and obtained authority from the U.S.
Bankruptcy Court for the Middle District of Georgia to employ
Glassratner Advisory & Capital Group LLC as its financial advisor,
recovery consultant and chief restructuring officer.

As financial advisor and recovery consultant, Glassratner is
expected to:

    (a) assist the Debtor in assessing its current financial needs
        and preparing financial and operating budgets;

    (b) attend and advise, as requested by the Debtor, at meetings
        with the Debtor, their counsel, other financial advisors
        and representatives of creditors;

    (c) provide such other services, as requested by the Debtor
        and agreed by GlassRatner, and

    (d) attend and provide testimony at hearings.

As chief restructuring officer, GlassRatner will:

    a. perform all the duties of a CRO including, budgeting, cash
       management, finance, management of communications,
       management of business relationships, negotiations
       regarding lending relationships, new produce sale
       activities, cessation of undesirable business activities,
       hiring and firing of employees, and insuring that the
       Debtor complies with all terms, conditions and covenants of
       any agreements with Debtor's secured lenders as approved by
       the Court;

    b. formulate and implement a stabilization and financial plan
       for the business operations pending a sale of the Debtor;
       and

    c. regularly inform Don Murphy, the Debtor's CEO, of his
       decisions in carrying out his duties, including informing
       the CEO of all matters of policy and in connection with any
       modification of the Debtor's business plan and budgeting.

The Debtor however relates that GlassRatner will not have the
authority to:

    (i) retain or terminate the employment of legal counsel;

   (ii) dispose of excess or out of date inventory or assets no
        longer needed for the operation of the Debtor's business;
        
  (iii) approve a sale of substantially all of the assets of the
        business; or

   (iv) discharge the CEO, exclude him from the premises, or
        relocate his office.

Thomas Santoro, Senior Managing Director with GlassRatner, and the
designated acting CRO, tells the Court that he will bill $280 per
hour for this engagement.  Mr. Santoro discloses that the two
other professionals who will assist him bills:

    Professional        Designation        Hourly Rate
    ------------        -----------        -----------
    Ronald Glass        Principal             $350
    Ranvy Singh         Consultant            $145

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

Mr. Santoro can be reached at:

         Thomas Santoro
         Senior Managing Director
         GlassRatner Advisory & Capital Group LLC
         Lenox Overlook, Suite 330,
         3391 Peachtree Road,
         Atlanta, Georgia 30326
         Tel: (678) 904-1990
         Fax: (678) 904-1991

                 About FirstLine Corporation

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.


FOAMEX INT'L: Court Okays Lorro Inc. and Foamex L.P. Stipulation
----------------------------------------------------------------
As previously reported, Lorro Inc. and Foamex L.P. were parties to
two sales programs -- the TJ Program and the JK Program.  
Pursuant to the Programs, Foamex supplies cellular polyurethane
pads to Lorro to be installed in DaimlerChrysler jeeps.

In January 2006, Lorro terminated the JK Program.

Foamex contends that Lorro's termination of the JK Program
constituted a breach of the Supply Agreement, thereby excusing
Foamex's performance with the respect to the Supply Agreement,
including the TJ Program.

Lorro argues that the Supply Agreement only applies to the TJ
Program, and not to the JK Program.

The parties engaged in good faith negotiations to resolve, among
others, Lorro's Motion to Compel, the Tooling Costs, Termination
Charges, the JK Tooling Orders, the Programs, and the parties'
obligations to the Supply Agreement.

In a Bankruptcy Court-approved stipulation, the parties agree
that:

   1. Lorro is will immediately pay for the Tooling Costs to
      Foamex upon Lorro's receipt of payment from
      DaimlerChrysler;

   2. After payment of the Tooling Costs, Foamex will tender the
      JK tooling and packaging material to Lorro, provided that
      if the JK materials remain in Foamex's possession after 20
      days of payment for the Tooling Costs, Foamex will seek all
      warehousing and storage charges for the JK Materials;

   3. Effective as of March 8, 2006, Foamex is permitted to
      supply Pads and other products set in the Supply Agreement
      directly to Collins & Aikman;

   4. The Supply Agreement is terminated effective March 16,
      2006;

   5. Any pads supplied by Foamex to Lorro after March 16 will be
      supplied on a purchase order basis;

   6. Until Foamex starts supplying pads directly to Collins &
      Aikman, Foamex will continue to supply pads to Lorro on a
      cash before delivery basis only;

   7. Lorro will pay all outstanding invoices for pads that have
      not yet fully aged; and

   8. Foamex waives all rights to collect the Termination
      Charges.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of      
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FREEDOM RINGS: Court Approves Amended Disclosure Statement
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Amended Disclosure Statement explaining Freedom Rings, LLC's
Amended Liquidating Chapter 11 Plan.

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.

                Changes in the Amended Plan

The Debtor told the Court that along with Krispy Kreme Doughnut
Corp. and the Official Committee of Unsecured Creditors, they have
reached an agreement settling certain disputes regarding the
potential causes of action the Debtor and the Committee may hold
against Krispy Kreme and the validity of Krispy Kreme's unsecured
claim.  

Pursuant to the settlement, Krispy Kreme has agreed to waive its
right to receive its pro rata distribution of:

    * the distribution fund for general unsecured claims;

    * avoidance action recoveries, and

    * proceeds from the third party deposits on account of Krispy
      Kreme's unsecured claim.

Krispy Kreme, the Debtor relates, has also agreed to use $200,000
of the remaining assets to fund the plan administrator expense
reserve.

Under the amended plan, Krispy Kreme, on account of its unsecured
claim, will receive the cash on hand plus proceeds from the sale
of the remaining assets, excluding avoidance action recoveries or
third party deposits, less:

    * the aggregate distributions to holders of allowed
      administrative claims, allowed DIP claim, allowed fee
      claims, allowed priority claims, allowed other priority
      claims, and allowed miscellaneous secured claims;

    * distribution fund for general unsecured claims; and

    * funds transferred to the Plan Administrator Expense Reserve.

Holders of General Unsecured Claims will receive their pro rata
share of the Liquidation Trust Assets less the fees and expenses
of the Liquidation Trust.

                    Terms of the Original Plan

Under the original plan,

    1. Administrative Claims,
    2. Priority Tax Claims,
    3. Fee Claims,
    4. Krispy Kreme's DIP claim, and
    5. Other Priority Claims,

are unimpaired and will be paid in full.

At the option of the Debtor and provided that holders of
miscellaneous secured claims don't elect to bifurcate their claims
under Section 1111(b) of the Bankruptcy Code, holders of
miscellaneous secured claims will receive either:

    (a) return of the collateral securing the claim;

    (b) net proceeds from the disposition of the collateral
        securing the claim, without recourse against the Debtor;
        or

    (c) any treatment agreed between the Debtor and the holder of
        the miscellaneous secured claim.

Prepetition Lenders Contingent Secured Claims will receive no
distribution under the plan.

Holders of Equity Interests will receive no distribution and all
equity instruments will be cancelled on the effective date.

The Court has scheduled a hearing on Mar. 14, 2006, 10:30 a.m., to
consider the adequacy of the Debtor's Disclosure Statement.

The Court has set a hearing on Apr. 20, 2006, to consider
confirmation of the Debtor's amended plan.

A full text copy of the Debtor's blacklined Amended Disclosure
Statement explaining its Amended Liquidating Chapter 11 Plan is
available for free at http://ResearchArchives.com/t/s?6f1

                       About Freedom Rings

Headquartered in Winston-Salem, North Carolina, Freedom Rings LLC
is a majority-owned subsidiary and franchisee partner of Krispy
Kreme Doughnuts, Inc., in the Philadelphia region.  The Debtor
operates six out of the approximately 360 Krispy Kreme stores and
50 satellites located worldwide.  The Company filed for chapter 11
protection on Oct. 16, 2005 (Bankr. D. Del. Case No. 05-14268).  
M. Blake Cleary, Esq., Margaret B. Whiteman, Esq., and Matthew
Barry Lunn, Esq., at Young Conaway Stargatt & Taylor, LLP,
represent the Debtor in its restructuring efforts.  Bradford J.
Sandler, Esq., and Jonathan M. Stemerman, Esq., at Adelman Lavine
Gold and Levin, PC provide the Official Committee of Unsecured
Creditors with legal advice.  When the Debtor filed for protection
from its creditors, it estimated $10 million to $50 million in
assets and debts.


G+G RETAIL: Court Approves Davis & Gilbert as Corporate Counsel
---------------------------------------------------------------
G+G Retail, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Davis & Gilbert, LLP, as its corporate counsel, nunc pro tunc to
Jan. 25, 2006.

Davis & Gilbert is expected to provide the Debtor professional
services pertaining to:

      a) corporate and contractual matters;
      b) employment matters;
      c) real estate matters;
      d) litigation matters; and
      e) intellectual property matters.

Davis & Gilbert's professionals and their current hourly billing
rates:

      Professional                     Rate
      ------------                     ----
      Brad J. Schwartzberg, Esq.       $530
      Joseph Cioffi, Esq.              $430
      Mary Luria, Esq.                 $530
      Nancy Yanks, Esq.                $395
      Jason Abramson, Esq.             $385
      Dan Feinstein, Esq.              $410
      Alan Hahn, Esq.                  $395
      Bruce Ginsberg, Esq.             $510
      Miles Baun, Esq.                 $475
      Jesse Schneider, Esq.            $395
      Joanne Arnold                    $195

To the best of the Debtor's knowledge, Davis & Gilbert is a
"disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

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


GALVEX CAPITAL: Wants DiConza Law as Bankruptcy Co-Counsel
----------------------------------------------------------
Galvex Capital, LLC, asks the U.S. Bankrupt Court for the Southern
District of New York for permission to employ DiConza Law, P.C.,
as its bankruptcy counsel, nunc pro tunc to Feb. 17, 2006.

Galvex Capital tells the Court that it wants DiConza Law to handle
matters that Winston & Strawn LLP cannot handle because of a
conflict of interest or, alternatively, which can be more
efficiently handled by DiConza Law.  Galvex Capital contends that
this will avoid unnecessary litigation and reduce the overall
expense of administering its chapter 11 case.

DiConza Law will:

    (a) advise Galvex Capital in connection with its claims
        against Galvex Holdings Limited, Galvex Estonia, Galvex
        Intertrade and Galvex Trade Limited;

    (b) negotiate with representatives of creditors and other
        parties in interest, including the landlord on Galvex
        Capital's office lease;

    (c) take necessary action to protect and preserve Galvex
        Capital's estate, including prosecuting actions on behalf
        of Galvex Capital;

    (d) advise Galvex Capital of its rights, powers, and duties as
        debtor in possession under chapter 11 of the Bankruptcy
        Code;

    (e) prepare on behalf of Galvex Capital, motions,
        applications, schedules, answers, orders, reports and
        papers necessary to the administration of the estate;

    (f) advise Galvex Capital in reviewing, estimating, and
        resolving claims asserted against its estate;

    (g) appear before the Court and any appellate courts and
        protect the interests of Galvex Capital and its estate;
        and

    (h) perform other necessary legal services and provide other
        necessary legal advice to Galvex Capital in connection
        with its chapter 11 case.

Gerard DiConza, Esq., principal of DiConza Law, tells the Court
that he will bill $350 per hour for this engagement.

Mr. DiConza assures the Court the he and his firm as
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. DiConza can be reached at:

         Gerard DiConza, Esq.
         DiConza Law, P.C.
         630 Third Avenue, Seventh Floor,
         New York, NY 10017.
         Tel: (212) 682-4940
         Fax: (212) 682-4942

                       About Galvex Capital

Headquartered in New York City, Galvex Capital, LLC --
http://www.galvex.com/-- and its affiliates operate the   
largest independent galvanizing line in Europe.  The Debtors have
offices in New York, Tallinn, Bermuda, Finland, Ukraine, Germany
and the United Kingdom.  The company and four of its affiliates
filed for chapter 11 protection on Jan. 17, 2006 (Bankr. S.D.N.Y.
Lead Case No. 06-10082).  Galvex Capital, LLC, is represented by
David Neier, Esq., at Winston & Strawn LLP, and Gerard DiConza,
Esq., at DiConza Law, P.C.  Galvex Holdings Ltd. and the other
debtor-affiliates are represented by David Neier, Esq., at Winston
& Strawn LLP, and Lori R. Fife, Esq., Marcia L. Goldstein, Esq.,
and Shai Waisman, Esq., at Weil, Gotshal & Manges, LLP.  John P.
McNicholas, Esq., and Thomas R. Califano, Esq., at DLA Piper
Rudnick Gray Cary US LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts of more than $100
million.


GENERAL MOTORS: PBGC Looks to Private Lawyers for Advice about GM
-----------------------------------------------------------------
The Pension Benefit Guaranty Corporation is turning to private law
firms for advice related to the problems plaguing General Motors
Corp.

Reuters reports that the pension agency is soliciting advice
related to, among other things, GM's pensions and work-force
reductions and the prospect of a possible bankruptcy filing.  

Reuters says that GM carried $10.9 billion in pension liabilities
at the end of 2005.

According to a United Press International report, the Government
is worried that a GM bankruptcy would further burden an already
strained pension agency.  

As reported in the Troubled Company Reporter on March 23, 2006,
GM, the United Auto Workers union and Delphi Corp. inked an
agreement to reduce the number of U.S. hourly employees through an
accelerated attrition program.

Quoting Barry Bosworth at Brookings Institution, UPI reports that
GM's early retirement buyouts could be a move to transfer costs to
its pension plan, costs that can be shed in bankruptcy.

                          About the PBGC

The Pension Benefit Guaranty Corporation -- http://www.pbgc.gov/
-- was created by the Employee Retirement Income Security Act of
1974 to encourage the continuation and maintenance of  private-
sector defined benefit pension plans, provide timely and
uninterrupted payment of pension benefits, and keep pension
insurance premiums at a minimum. The PBGC protects the retirement
incomes of 44.1 million American workers in 30,330  private-sector
defined benefit pension plans.

                       About General Motors

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.


GLAZED INVESTMENTS: Pachulski Stang Okayed as Panel's Lead Counsel
------------------------------------------------------------------
The Honorable Pamela S. Hollis of the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, gave the
Official Committee of Unsecured Creditors appointed in Glazed
Investments, LLC's bankruptcy case, authority to retain Pachulski,
Stang, Ziehl, Young, Jones & Weintraub LLP as its lead counsel,
nunc pro tunc to Feb. 17, 2006.

The Committee filed its application to retain the Firm on Mar. 6,
2006, and Judge Hollis approved the Committee's request on Mar. 9,
2006.  

Pachulski Stang will:

   (a) provide legal advice and assistance to the Committee in its
       consultation with the Debtor relative to its administration
       of its reorganization;

   (b) represent the Committee at hearings held before the Court
       and communicate with the Committee regarding the issues
       raised, as well as the decisions of the Court;

   (c) assist and advice the Committee in its examination and
       analysis of the conduct of the Debtor's affairs and the
       reasons for its chapter 11 filing;

   (d) review and analyze all applications, motions, orders,
       statements of operations and schedules filed with the Court
       by the Debtor or third parties, advise the Committee as to
       their propriety, and after consultation with the Committee,
       take appropriate action;

   (e) assist the Committee in preparing applications, motions and
       orders in support of positions taken by the Committee, as
       well as prepare witnesses and review documents in this
       regard;

   (f) apprise the Court of the Committee's analysis of the
       Debtor's operations;

   (g) confer with the accountants and any other professionals
       retained by the Committee so as to advise the Committee and
       the Court more fully of the Debtor's operations;

   (h) assist the Committee in its negotiations with the Debtor
       and other parties-in-interest concerning the terms of any
       proposed plan of reorganization;

   (i) assist the Committee in its consideration of any plan of
       reorganization proposed by the Debtor or other parties-in-
       interest as to whether it is in the best interest of
       creditors and is feasible;

   (j) assist the Committee with other services as may contribute
       to the confirmation of a plan of reorganization;

   (k) advise and assist the Committee in evaluating and
       prosecuting any claims that the Debtor may have against
       third parties;

   (l) assist the Committee in the determination of whether to,
       and if so, how to, sell the assets of the Debtor for the
       highest and best price; and

   (m) assist the Committee in performing other services as may be
       in the interest of creditors, including but not limited to,
       the commencement of, and participation in, appropriate
       litigation respecting the estate.

The Firm will coordinate with the Committee's local counsel --
Robert F. Coleman and Associates -- to avoid duplication of work.

Jeffrey N. Pomerantz, Esq., a partner at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, discloses the principal attorneys
and their hourly rate:

      Professional                       Hourly Rate
      ------------                       -----------
      James I. Stang, Esq.                   $675
      Jeffrey N. Pomerantz, Esq.             $495
      Jason S. Pomerantz, Esq.               $425
      Jorge E. Rojas                         $120

Jeffrey Pomerantz assures the Court that Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP is disinterested as that term is
defined in Section 101(14) of the U.S. Bankrutpcy Code.

     About Pachulski, Stang, Ziehl, Young, Jones & Weintraub

With offices in Los Angeles, San Francisco, New York and
Wilmington, Delaware, Pachulski, Stang, Ziehl, Young, Jones &
Weintraub LLP -- http://www.pachulskilaw.com/-- provides legal  
services in business reorganizations and out-of-court workouts,
business litigation, business, commercial and real estate
transactions, and avoidance, claims and other bankruptcy
litigation.  Mr. Pomerantz can be contacted at:

      Jeffrey N. Pomerantz, Esq.
      Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP
      10100 Santa Monica Boulevard, 11th Floor
      Los Angeles, CA 90067-4100

                   About Glazed Investments, LLC

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC,
makes and sells doughnuts.  Krispy Kreme owns 97% of the Debtor.
The Debtor filed for chapter 11 protection on Feb. 3, 2006 (Bankr.
N.D. Ill. Case No. 06-00932).  Daniel A. Zazove, Esq., at Perkins
Coie LLP represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$28,599,346 in assets and $32,953,785 in debts.


GLAZED INVESTMENTS: Robert Coleman Okayed as Panel's Local Counsel
------------------------------------------------------------------
The Honorable Pamela S. Hollis of the U.S. Bankruptcy Court for
the Northern District of Illinois, Eastern Division, gave the
Official Committee of Unsecured Creditors appointed in Glazed
Investments, LLC's bankruptcy case, authority to retain Robert F.
Coleman & Associates as its local counsel, nunc pro tunc to
Feb. 17, 2006.

The Committee filed its application to retain the Firm on Mar. 6,
2006, and Judge Hollis approved the Committee's request on Mar. 9,
2006.  

The Committee's lead counsel -- Pachulski, Stang, Ziehl, Young,
Jones & Weintraub LLP -- does not have an Illinois office, so the
Committee selected Robert Coleman as its local counsel.

The Firm will take direction in the representation of the
Committee from Pachulski Stang to avoid duplication of services.

Robert F. Coleman, Esq., the sole proprietor of the Firm,
discloses the principal attorneys who will handle the engagement
and their hourly rate:

      Professional                         Hourly Rate
      ------------                         -----------
      Robert F. Coleman, Esq.                  $550
      Steven R. Jakubowski, Esq.               $410
      Elizabeth E. Richert, Esq.               $235
      Ryan S. Zeller, Esq.                     $185
      Allison R. Grow                          $115
      Kelly B. Frame, Esq.                     $115

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

               About Robert F. Coleman & Associates

With nine attorneys, Robert F. Coleman & Associates --
http://www.colemanlawfirm.com/-- provides legal services in  
business litigation including legal and accountant malpractice,
class actions and employment discrimination.  Mr. Coleman can be
contacted at:

      Robert F. Coleman, Esq.
      Robert F. Coleman & Associates
      77 West Wacker Drive, Suite 4800
      Chicago, IL 60601

                   About Glazed Investments, LLC

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC,
makes and sells doughnuts.  Krispy Kreme owns 97% of the Debtor.
The Debtor filed for chapter 11 protection on Feb. 3, 2006 (Bankr.
N.D. Ill. Case No. 06-00932).  Daniel A. Zazove, Esq., at Perkins
Coie LLP represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$28,599,346 in assets and $32,953,785 in debts.


GOODYEAR TIRE: Files Prospectus for Resale of Conv. Senior Notes
----------------------------------------------------------------
The Goodyear Tire & Rubber Company filed a prospectus on the
possible resale of its $350 million of 4.00% convertible senior
notes due June 15, 2034, and shares of its common stock into which
the notes are Convertible, by 43 securityholders.

A list of the 43 Selling Noteholders is available at no charge
at http://ResearchArchives.com/t/s?6fc

The Company will not receive any proceeds from the resale of the
notes or the shares of common stock.

The notes will mature on June 15, 2034.  Noteholders may convert
the notes into shares of the Company's common stock at a
conversion rate of 83.0703 shares of common stock per $1,000
principal amount of notes, which is equivalent to a conversion
price of approximately $12.04 per share.

The Company will pay interest on the notes on June 15 and December
15 of each year.  The notes will be issued only in denominations
of $1,000 and integral multiples of $1,000.

On or after June 20, 2008, the Company has the option to redeem
all or a portion of the notes that have not been previously
converted at redemption prices set forth in this prospectus.  

The notes are senior, unsecured obligations that rank equally with
our existing and future unsecured and unsubordinated indebtedness.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?6fd

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

                         *     *     *

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


HANOVER COMPRESSOR: S&P Puts B Rating on $150 Million Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
natural gas compression equipment provider Hanover Compressor
Co.'s (BB-/Stable/--) $150 million senior notes due in 2013.
     
At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit rating on the company.
     
The outlook is stable.  Houston, Texas-based Hanover has about
$1.5 billion of debt.
     
The proceeds of the $150 million financing will be used to redeem
the company's existing zero coupon subordinated notes.
      
"Hanover's note offering should modestly aid its liquidity by
effectively extending the upcoming maturity of the convertible
notes that were due in March 2007," said Standard & Poor's credit
analyst Andrew Watt.
      
"In addition, operating cash flow is improving and could result in
modest free operating cash flow over the intermediate term," said
Mr. Watt.
     
Hanover competes in the market for transportable natural gas
compression and production processing equipment, which is used in:

   * natural gas production,
   * processing,
   * gathering, and
   * storage.


HANOVER COMPRESSOR: To Publicly Offer $150 Million of Senior Notes
------------------------------------------------------------------
Hanover Compressor Company (NYSE:HC) intends to publicly offer,
subject to market conditions, $150 million aggregate principal
amount of Senior Notes due 2013.

Hanover intends to use the net proceeds from the offering,
together with borrowings under its bank credit facility to redeem
its Zero Coupon Subordinated Notes due March 31, 2007.  The
offering and sale of the Senior Notes is pursuant to an automatic
shelf registration statement on Form S-3 filed with the Securities
and Exchange Commission.

J.P. Morgan Securities Inc. and Credit Suisse Securities (USA) LLC
are joint book-running managers for the offering of the Senior
Notes.  Copies of the preliminary prospectus relating to the
offering of the Senior Notes may be obtained by contacting:

     J.P. Morgan Securities Inc.
     Attention: Syndicate Desk
     270 Park Avenue, 8th Floor
     New York, NY 10017
     Telephone 1-800-245-8812

                About Hanover Compressor Company

Headquartered in Houston, Texas, Hanover Compressor Company --
http://www.hanover-co.com/-- is a global market leader in the  
full service natural gas compression business and a leading
provider of service, fabrication and equipment for oil and natural
gas production, processing and transportation applications.  
Hanover sells and rents this equipment and provides complete
operation and maintenance services, including run-time guarantees,
for both customer-owned equipment and its fleet of rental
equipment.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Moody's Investors Service withdrawn the Ba3 rating on Hanover
Compressor Company's core wholly owned operating subsidiary
Hanover Compression Limited Partnership's $350 million secured
bank revolving credit facility.

The credit facility due to mature in December 2006 was replaced
with a new five-year $450 million senior secured revolving credit
facility.  Moody's does not rate the new facility.  No other
ratings are affected by this action.


HANOVER COMPRESSOR: Moody's Holds Junked Preferred Stock Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Hanover
Compressor Company's proposed $150 million senior unsecured note
offering and Moved HC's rating outlook to positive from stable.
The notes are guaranteed on a senior subordinated basis by core
operating subsidiary Hanover Compression, L.P., which carries
senior secured bank debt.  Note proceeds will redeem HC's zero-
coupon notes.

With a positive ratings outlook, Moody's also took these actions:

   * Affirmed the B1 corporate family rating.

   * Affirmed the B2 rating on Hanover Equipment Trust 2001A
     8.50% partly secured notes due 2008.

   * Affirmed the B2 rating on Hanover Equipment Trust 2001 B   
     8.75% partly secured notes due 2011.

   * Affirmed a B3 rating on parent HC's two 4.75% non-guaranteed
     senior convertible note issues due 2008 and 2014,
     respectively.

   * Affirmed the B3 rating on parent HC's 8.625% senior
     unsecured notes due 2010 and 9% senior unsecured notes due
     2014, each with senior subordinated guarantees from core
     operating subsidiary Hanover Compression, L.P.

   * Affirmed the Caa1 rating on HC's zero-coupon subordinated
     notes due 2007, to be withdrawn upon repayment with the
     proceeds of the new senior unsecured notes.

   * Affirmed the Caa1 rating on 7.25% non-guaranteed convertible
     trust preferred stock.

The move to a positive rating outlook from stable reflects HC's
ongoing business growth relative to debt levels, rising cash flow
and overall margins, and the company's position as one of the
largest natural gas compression rental firms.  HC has benefited
from its greater up-cycle pricing power and higher utilization in
domestic and international markets.  It is also recommencing
growth in the size of its fleet.  Its fleet is widely diversified
by horsepower range and by participation across many domestic and
international oil and natural gas producing basins.  The ratings
are also supported by relative EBITDA durability during sector
downturns due to existing rentals being tied to production rather
than new drilling activity.

The ratings are restrained by still high levels of leverage, a
limited debt reduction outlook for 2006 due to capital spending
projections relative to expected cash flow, and an understandable
need for HC to devote more cash flow for growth capital spending
rather than debt reduction.  In effect, for now, after restraining
capital spending for several years, HC understandably currently
seeks to reduce leverage by growing its business relative to debt
levels rather than by substantial debt reduction.  A considerable
amount of growth capital spending is being allocated to growing
international markets.  Moody's would want to see lower leverage
to also accommodate a rising degree of business risk given the
historically challenging political and fiscal risks in most of
those countries.

An upgrade to Ba3 would await further business and cash flow
improvement, reduced debt, and further signs that HC can satisfy
its growth objectives can demonstrate that it can fund its heavy
capital spending program in 2006, preferably with a common equity
issuance, but specifically without reliance on the use of
additional debt.

The ratings outlook would be pressured if significant growth
spending or acquisitions were funded with materially increasing
leverage or if HC experienced a significant deterioration in
business activity while still fully-leveraged for the rating.

HC was able to increase compression rental fees on approximately
one third of its domestic rental fleet as the US market continued
to tighten.  The market now faces long-lead times for new
equipment as well.  Record fabrication backlogs have pushed the
price of new equipment much higher and E&P companies are finding
it more difficult to buy compression equipment due to the long-
lead times.  HC does face a tight sector market for compressor
components, as are its competitors, causing delay in its
fabrication of compressor packages and delivery to customers.

In 2005, HC generated approximately $320 million of EBITDA, driven
by continued strong capital spending by producers which stimulated
higher domestic and international compressor fleet utilization and
a record fabrication backlog of over $500 million so far in 2006.  
The fact that HC's existing compressors in use by producers are
tied to production rather than to drilling activity that is
sensitive to natural gas prices has provided a degree of stability
to its cash flow during downturns has been important.  HC has
reduced debt by $300 million since it peaked in 2003, with
Debt/EBITDA falling from 7.7x to roughly 4.9x pro-forma for the
new notes offering and adjusted for operating leases and direct
non-consolidated debt guarantees.  Moody's does not expect
material debt reduction in 2006, since HC will spending between
$175 to $225 million in capital outlays.  The company may add
roughly 50,000 to 60,000 horsepower to its premium domestic fleet
over the next year with approximately half of that already being
contracted.

HC was able to generate sufficient liquidity through its recent
amine plant sale to Crosstex Energy for approximately $52 million
in January of this year.  At year-end, HC had approximately $48
million of cash on hand and $280 million of availability under its
$450 million revolving credit facility after deducting roughly $50
million of borrowings and $120 million of letters of credit.  
However, Moody's will continue to monitor the company's revolver
usage and leverage levels during this period of considerable
capital outlays.  A significant rise in leverage would pressure
the ratings outlook.

Approximately half of HC's revenues are generated through its
international operations.  Approximately 92% of its international
horsepower located in Latin America.  The company faces increased
competition from a small group of major gas compression
fabricators that compete in both the rental and fabrication
businesses, however, due to HC's multiple domestic and
international fabrication locations it is more able than most of
its competitors to fabricate large custom-engineered systems
nearer to the point of end-use through its worldwide network.

Hanover Compressor Company is based in Houston, Texas.


HIGH VOLTAGE: Court Agrees to $1.3 Mil. Preconfirmation Payment
---------------------------------------------------------------
The Hon. Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts, Eastern Division, authorized Stephen S.
Gray, the Chapter 11 Trustee appointed in High Voltage Engineering
Corporation and its debtor-affiliates' bankruptcy cases, to make
certain preconfirmation distributions to its creditors.

Pursuant to Judge Feeney's order, Mr. Gray will pay undisputed
claims, totaling $1.35 million, to High Voltage and its affiliate,
Robicon Corporation's creditors.  The payment incorporates
interest of 5% per annum, calculated from the Petition Date
through the date of claim payment.  

Mr. Gray anticipates making the payment by April 8, 2006.  The
Trustee says that paying the undisputed claims before April 29,
2006 would result in savings of approximately $534,000 for the
current taxable year.

The Official Committee of Unsecured Creditors and the Official
Committee of Equity Interest Holders support the requested
payments.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corporation -- http://www.asirobicon.com/-- owns and  
operates a group of three industrial and technology based
manufacturing and services businesses.  HVE's businesses focus on
designing and manufacturing high quality applications and
engineered products, which are designed to address specific
customer needs.  The Debtor filed its first chapter 11 petition on
March 1, 2004 (Bankr. Mass. Case No. 04-11586).  Its Third Amended
Joint Chapter 11 Plan of Reorganization was confirmed on July 21,
2004, allowing the Company to emerge on Aug. 10, 2004.

High Voltage and its debtor-affiliates filed their second chapter
11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787).  S.
Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and
Douglas B. Rosner, Esq., at Goulston & Storrs, represent the
Debtors.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represent the chapter 11 Trustee.  Ira M.
Levee, Esq., at Lowenstein Sandler PC and Steven B. Levine, Esq.,
at Brown Rudnick Berlack Israels LLP represent the Official
Committee of Unsecured Creditors.


HSI ASSET: Moody's Puts Low-B Ratings on Two Certificate Classes
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by HSI Asset Securitization Corporation Trust
2006-OPT2, Mortgage Pass-Through Certificates, Series 2006-OPT2,
and ratings ranging from Aa1 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 HSBC Bank USA, N.A.  The ratings are based primarily
on the credit quality of the loans, and on the protection from
subordination, excess spread, overcollateralization, an interest
rate cap agreement, and an interest rate swap agreement.  Moody's
expects collateral losses to range from 5.35% to 5.85%.

Option One Mortgage Corporation will service the loans and Wells
Fargo Bank, N.A. will act as master servicer.  Moody's has
assigned Option One its top servicer quality rating as a primary
servicer of subprime loans.

The complete rating actions are:

       HSI Asset Securitization Corporation Trust 2006-OPT2
       Mortgage Pass-Through Certificates, Series 2006-OPT2

                    * Class I-A, 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 Aa1
                    * Class M-2, Assigned Aa2
                    * Class M-3, Assigned Aa3
                    * Class M-4, Assigned A1
                    * Class M-5, Assigned A2
                    * Class M-6, Assigned A3
                    * Class M-7, Assigned Baa1
                    * Class M-8, Assigned Baa2
                    * Class M-9, Assigned Baa3
                    * Class M-10, Assigned Ba1
                    * Class M-11, Assigned Ba2


ICOS CORPORATION: Dec. 31 Balance Sheet Upside Down By $59 Million
------------------------------------------------------------------
ICOS Corporation delivered its annual financial results for the
year ended Dec. 31, 2005, to the Securities and Exchange
Commission on Mar. 8, 2005.

ICOS Corporation reported a $74,842,000 net loss on $71,410,000 of
total revenue for the year ended Dec. 31, 2005.  At Dec. 31, 2005,
the company's balance sheet showed $241,767,000 in total assets
and $301,037,000 in total liabilities, resulting in a $59,270,000
stockholders' equity deficit.

Full-text copies of ICOS Corporation's annual financial statements
for the year ended Dec. 31, 2005, are available at no charge at
http://ResearchArchives.com/t/s?6f7

                         About ICOS Corp

ICOS Corporation, a biotechnology company headquartered in
Bothell, Washington, is dedicated to bringing innovative
therapeutics to patients.  Through Lilly ICOS LLC, ICOS is
marketing its first product, Cialis (tadalafil), for the treatment
of erectile dysfunction.  ICOS is working to develop treatments
for serious unmet medical conditions such as benign prostatic
hyperplasia, pulmonary arterial hypertension, cancer and
inflammatory diseases.

At Dec. 31, 2005, ICOS Corp.'s balance sheet reflected a  
$59,270,000 stockholders' equity deficit compared to $6,528,000 of
positive equity at Dec. 31, 2004.


ICOS CORPORATION: Will Hold Annual Stockholders Meeting on May 11
-----------------------------------------------------------------
ICOS Corporation will hold its annual stockholders meeting at 1:30
p.m. on May 11, 2006, at ICOS Corporation, 22021 - 20th Avenue
S.E., located in Bothell, Washington.

ICOS' stockholders will be asked to:

   (1) elect three members to the Board of Directors,

   (2) ratify the appointment of KPMG LLP as the company's
       independent registered public accounting firm for the year
       ending Dec. 31, 2006,

   (3) consider and act upon a shareholder proposal regarding
       board declassification;  

   (4) consider and act upon a shareholder proposal regarding
       engagement with certain shareholders; and  

   (5) transact other business that may properly come before the
       annual meeting.

Stockholders of record at the close of business on March 7, 2006,
are entitled to notice of, and to vote at, the meeting.

A full-text copy of ICOS Corporation's Proxy Statement is
available for free at http://ResearchArchives.com/t/s?6f6

                         About ICOS Corp

ICOS Corporation, a biotechnology company headquartered in
Bothell, Washington, is dedicated to bringing innovative
therapeutics to patients.  Through Lilly ICOS LLC, ICOS is
marketing its first product, Cialis (tadalafil), for the treatment
of erectile dysfunction.  ICOS is working to develop treatments
for serious unmet medical conditions such as benign prostatic
hyperplasia, pulmonary arterial hypertension, cancer and
inflammatory diseases.

At Dec. 31, 2005, ICOS Corp.'s balance sheet reflected a  
$59,270,000 stockholders' equity deficit compared to $6,528,000 of
positive equity at Dec. 31, 2004.


IMPERO INC: Wants Chapter 11 Bankruptcy Case Dismissed
------------------------------------------------------
Impero, Inc., d/b/a Quest Redline Products asks the United States
Bankruptcy Court for the Northern District of Illinois to dismiss
its chapter 11 case.

The Debtor told the Court that after liquidating its assets,
resolving its adversary proceedings against Glare Logistics, Inc.,
and Hartford Computer Group, Inc., and once LaSalle Business
Credit LLC forecloses on the balance of its collateral, there will
no longer be any assets left to administer.  The Debtor says that
since LaSalle did not vote to accept its plan, its plan can't be
confirmed.

                         LaSalle Collateral

LaSalle is a secured lender pursuant to a Loan and Security
Agreement dated May 17, 2004.  LaSalle holds a lien on
substantially all of the Debtor's tangible and intangible assets.  
The Debtor discloses that it initially wanted to sell its business
on a going-concern basis.  However, it became evident that selling
the company was not a viable alternative so the Debtor embarked on
a three-tiered liquidation process in order to maximize the value
of its remaining assets.

                      Liquidation of Assets

In order to capitalize on the relationships of its existing sales
personnel, it entered into a court-approved agreement wherein the
Debtor's employees would receive a commission on any sales made.  
The Debtor related that it managed to sell approximately $350,000
of its prime inventory to two of its customers.  On Aug. 15, 2005,
the Court approved the sale of a significant stock of non-prime,
commercially discontinued or returned merchandise formerly located
at the Debtor's Des Plaines, Illinois warehouse for $380,000.

On Sept. 8, 2005, the Debtor conducted an auction on its:

    * remaining inventory located in Los Angeles,

    * consigned inventory located in various places in the U.S.,
      and

    * intellectual property trademarks and patent.

Pilot Automotive, Inc. emerged as the winner with a $640,000 bid.

Finally, in order to free itself, it obtained a Court order ro
reject its lease obligations in Miramar, Florida and liquidate
remaining property and miscellaneous inventory in its Florida
sales office.

                Resolved Adversary Proceedings

The Debtor filed a complaint against Glare Logistics in order to
recover certain preferential payments and determine the validity
of Glare Logistics' alleged lien on the sale proceeds of its
property.  The Court approved a settlement agreement and the
adversary proceeding was dismissed on Feb. 16, 2006.

The Debtor also filed a complaint against Hartford in order to
determine the validity of Hartford's alleged lien on the sale
proceeds.  After a number of counter claims and cross-claims, the
Debtor, LaSalle and Hartford eventually resolve their dispute.  
The Court approved the settlement agreement on Feb. 16, 2006 and
dismissed the adversary proceeding.

                  Relief from Automatic Stay

The Debtor discloses that on Feb. 27, 2006, the Court gave LaSalle
relief from the automatic stay thus allowing LaSalle to exercise
its rights and remedies under the Loan Agreement with respect to
its collateral.  The Debtor told the Court that LaSalle in the
process of foreclosing on its accounts receivables.

                       Case Dismissal

The Debtor told the Court that after consultations with LaSalle,
dismissal of its chapter 11 case was appropriate since:

    (1) LaSalle was no longer willing to fund the administration
        of the Debtor's case;

    (2) there are no unencumbered assets with which to satisfy
        administrative claims; and

    (3) the Debtor cannot have the plan confirmed unless LaSalle
        changes its vote.

The Debtor proposes to pay administrative expenses, U.S. Trustee
fees and distribution of any remaining proceeds to LaSalle and
dismiss its case.

The Debtor also proposes that the Court retain jurisdiction after
the dismissal of the case to:

    * resolve any disputes to the distribution of the collateral
      proceeds to LaSalle,

    * exercise jurisdiction relating to the settlements achieved
      with its two litigations, and

    * enforce any and all orders entered by the Court during the
      pendency of the Debtor's chapter 11 case.

Court records show no update on the Mar. 23, 2006, hearing
regarding the Debtor's request to dismiss its case.

Headquartered in Chicago, Illinois, Impero, Inc., manufactures
Neon Ultrabrights -- small, ultra bright neon tubes.  The Company
filed for chapter 11 protection on July 12, 2005 (Bankr. N.D. Ill.
Case No. 05-27502).  Ann E. Stockman, Esq., and Matthew A.
Swanson, Esq., at Shaw, Gussis, Fishman, Glantz, Wolfson & Towbin
LLC represent the debtor.  When the Company filed for protection
from its creditors, it estimated $1 million to $10 million in
assets and $10 million to $50 million in debts.


INTEGRATED DISABILITY: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Integrated Disability Resources, Inc. delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
Northern District of Texas, disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property
  B. Personal Property          $3,064,513
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $3,423,554
     Secured Claims
  E. Creditors Holding                             $317,708
     Unsecured Priority Claims
  F. Creditors Holding                          $23,031,686
     Unsecured Nonpriority
     Claims
                                ----------      -----------
     Total                      $3,064,513      $26,772,947

Headquartered in Irving, Texas, Integrated DisAbility Resources,
Inc. -- http://www.myidr.com/-- provides disability plans and    
ongoing health and productivity services to claimants and
employees.  The Debtor filed for chapter 11 protection on Feb. 10,
2006 (Bankr. N.D. Tex. Case No. 06-30575).  Cynthia Williams Cole,
Esq., and Vincent P. Slusher, Esq., at Godwin Pappas Langley
Ronquillo LLP, represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts.


INTELSAT LTD: Names Jeffrey P. Freimark as Executive VP & CFO
-------------------------------------------------------------
Intelsat, Ltd., disclosed that Jeffrey P. Freimark has been
appointed Executive Vice President and Chief Financial Officer,
effective on the resignation of Robert Medlin.  Mr. Medlin has
been serving as Acting Chief Financial Officer of Intelsat since
June 2005, and is expected to resign his post in April 2006.

Mr. Freimark resigned on March 15 as executive vice president,
chief financial and information officer of Beverly Enterprises
Inc., a leading provider of healthcare services to the elderly.   
Beverly Enterprises was sold to Pearl Senior Care, Inc., in a
transaction that closed on March 14, 2006.  Prior to his role at
Beverly, Mr. Freimark held officer-level positions at a number of
public companies, including serving as chief financial officer of
OfficeMax Inc., chief executive officer, president, and chief
financial officer for Grand Union Company, and chief financial
officer of Pueblo International, Inc.

Intelsat Chief Executive Officer Dave McGlade commented, "Jeff's
experience in working with the capital markets and building strong
finance and accounting teams will be very valuable as Intelsat
completes the PanAmSat merger.  Including his work on
integrations, Jeff has successfully implemented significant cost
reduction and process improvement programs, demonstrating his
strong abilities and effectiveness in driving company value.  We
know that he will be a major contributor at Intelsat."

Mr. Freimark, who holds an MBA in accounting and taxation from the
Stern School of Business at New York University and a JD degree
from New York Law School, is a Certified Public Accountant and a
member of the New Jersey Bar.

Mr. McGlade also noted the role played by Robert Medlin for
Intelsat: "Bob Medlin has been very important to Intelsat over the
past several months, and he has assisted in maintaining solid
financial controls and processes during this period.  All of us at
Intelsat are appreciative of the efforts of Bob and his team." Mr.
Medlin, a senior managing director of FTI Consulting, Inc., will
continue to support Intelsat's financial operations for an interim
period on a consulting basis.

Intelsat, Ltd., offers telephony, corporate network, video and
Internet solutions around the globe via capacity on 25
geosynchronous satellites in prime orbital locations.  Customers
in approximately 200 countries rely on Intelsat's global
satellite, teleport and fiber network for high-quality
connections, global reach and reliability.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 16, 2005,
Intelsat, Ltd.'s announcement of its results for the third quarter
ended Sept. 30, 2005, does not affect the ratings of Intelsat,
wholly owned subsidiary Intelsat (Bermuda), Ltd., and operating
subsidiary Intelsat Subsidiary Holding Company Ltd.  The company
remains on Rating Watch Negative.

As reported in the Troubled Company Reporter on Sept. 1, 2005,
Moody's Investors Service has affirmed Intelsat, Ltd.'s ratings
and changed the outlook for all ratings to developing from
negative following the company's announcement that it is acquiring
PanAmSat for $3.2 billion plus the assumption of PanAmSat's debt
($3.2 billion).  The transaction, which Moody's expects to be
largely, if not entirely, financed with new debt, would
significantly increase Intelsat's pro forma leverage thereby
increasing credit risk for Intelsat debt holders and pressuring
the rating downwards.  Therefore, Moody's anticipates placing all
ratings on review for possible downgrade or lowering the ratings
once the timing and structure of the transaction and resolution of
regulatory review becomes more certain.

Moody's has affirmed these ratings:

  Intelsat:

     * Corporate family rating -- B2
     * $400 Million 5.25% Global notes due in 2008 -- Caa1
     * $600 Million 7.625% Sr. Notes due in 2012 -- Caa1
     * $700 Million 6.5% Global Notes due in 2013 -- Caa1

  Intelsat Subsidiary Holding Company Ltd.:

     * $300 Million Sr. Secured Revolver due in 2011 -- B1
     * $350 Million Sr. Secured T/L B due in 2011 -- B1
     * $1 Billion Sr. Floating Rate Notes due in 2012 -- B2
     * $875 Million Sr. 8.25% Notes due in 2013 -- B2
     * $675 Million Sr. 8.625% Notes due in 2015 -- B2

  Intelsat (Bermuda) Ltd.:

     * $478.7 Million Sr. Unsecured Discount Notes due 2015 -- B3

Moody's has changed the outlook to developing from negative.


ISLES CBO: Moody's Places Ba2 Note Ratings on Watch & May Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed on watch for possible upgrade the
ratings of these classes of notes issued in 1998 by Isles CBO,
Limited, a collateralized bond obligation issuer:

   * The $30,000,000 Class A-1 Senior Secured Fixed Rate Notes,
     Due 2010

     Prior Rating: Ba2
     Current Rating: Ba2, on watch for possible upgrade

   * The $235,000,000 Class A-2 Senior Secured Floating Rate
     Notes, Due 2010

     Prior Rating: Ba2
     Current Rating: Ba2, on watch for possible upgrade

The rating actions reflect the improvement in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of high yield bonds, as well as the ongoing delevering
of the transaction, according to Moody's.

As of February 2006, the weighted average rating factor of the
portfolio was 2939, compared to the transaction's trigger level of
3000 and the diversity score was 48.9, compared to the trigger
level of 40.


ITC HOMES: Court Denies M&S Unlimited's Pitch to Dismiss Case
-------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona denied the request of M&S Unlimited, LLC, and
Moshe and Suzie Gedalia to dismiss ITC Homes, Inc.'s chapter 11
proceedings.  

Judge Hollowell stated that since the Debtor's property, customers
and creditors are located in Pima County, creditors will have
easier access to the Arizona Court than the Nevada Court.  Judge
Hollowell said that the Arizona Court's jurisdictional scope is
broader than that of the Nevada Court, which is limited to the
parties before it in the Nevada Action.  

Judge Hollowell further said that the Debtor's primary secured
creditor, the First National Bank of Arizona, did not support the
dismissal, abstention or suspension of the Chapter 11 proceeding.  
A cash collateral agreement with FBNA also limits the Debtor's
expenditures and provides detailed accountings regarding the
Debtor's use of funds.  Judge Hollowell also said that the Debtor
has not been negligent in paying its subcontractors and a number
of home sales have been closed with the consent of M&S and the
Gedalia's.

The Debtor in the meantime, Judge Hollowell sees, has asked for an
examiner to investigate M&S Unlimited and the Gedalia's on
allegations of mismanagement and fraud.  Judge Hollowell therefore
deferred ruling on the request to appoint a chapter 11 trustee
until the examiner motion has been decided.

Judge Hollowell also orders that, for the time being, the Debtor
may not sell houses in the ordinary course of business without a
stipulated agreement with M&S and the Gedalia's, FBNA or an order
of the Court.  The Debtor is also ordered not make payments to
insiders without a court order approving those payments.  Finally,
Judge Hollowell orders that Ron Amiran may receive compensation as
the manager of the Debtor, but his compensation can't exceed
$10,000 a month.

                  Nevada District Court Action

M&S Unlimited, the Gedalia's, Mr. Amiran and the Debtor are
parties to an agreement to develop a tract of land in Vail,
Arizona, named Santa Rita Acres Estate.  Mr. Amiran formed ITC
Homes for the sole purpose of developing that property.  M&S
Unlimited told the bankruptcy court that during this time, Mr.
Amiran had no funds so it agreed to borrow capital for the
project.

The Gedalias told the bankruptcy court that it filed an action in
the Nevada state court against Mr. Amiran, the Debtor and related
entities seeking emergency relief to stop further diversion of the
assets of the real estate development and permanent relief for an
accounting and for damages.  On Dec. 1, 2005, the Nevada state
court entered an order enjoining any further payments to Mr.
Amiran and further ordering an accounting.

On Jan. 4, 2006, the Nevada Court appointed an independent
receiver, retired Brigadier General Ashley Hall and even then, M&S
Unlimited alleges, Mr. Amiran continued to attempt to exert
control over ITC Homes.  On Jan. 13, 2006, Debtor and Mr. Amiran
filed for removal of the state court action, but abandoned the
removal.  Since assuming operational control, the receiver has
continued sales and construction in the ordinary course but has
periodically been confronted with various attempts by Mr. Amiran
to direct and divert funds from the receivership, or to interfere
with the operation of the business.

M&S Unlimited and the Gedalias have pursued the court-ordered
accounting through the court-approved auditors and discovered
apparent misappropriation of assets.  

After filing its petition, M&S Unlimited related, the Debtor asked
that the bankruptcy court to require the receiver to turnover its
assets which the bankruptcy court granted.  Pursuant to the
bankruptcy court's turnover order, the receiver turned over
operational control of Debtor's business to Debtor.  Debtor now
has control over its assets while the receiver remains in
operational control of related non-Debtor entities.

                Dismiss or Suspend Chapter 11 Case

M&S Unlimited and the Gedalias asked the Bankruptcy Court to
dismiss the Debtor's chapter 11 proceedings or suspending the
reorganization proceedings under these  terms and conditions:

   (1) The Nevada Court receiver shall resume operational control
       of Debtor, shall re-employ the project's historical
       licensed contractor on terms and conditions established by
       the Receiver, and may pay pre-petition and post-petition
       obligations subject to the orders of the Nevada Court and
       the other terms set forth below;

   (2) The receiver appointed by the Nevada Court shall resume and
       continue operations of the development pursuant to the
       Nevada Court Order;

   (3) Debtor's disbursements shall continue to be subject to
       review by MCA and review and approval by the Nevada Court
       Plaintiffs in accordance with existing contractual
       arrangements;

   (4) The automatic stay shall be modified to permit continuation
       of the Nevada state court litigation and enforcement of the
       order for an accounting issued by the Nevada Court;

   (5) The Nevada Court shall have exclusive jurisdiction to
       authorize the receiver of Debtor to sell property,
       according to such procedures, and on such terms and
       conditions as are established by the Nevada Court.

   (6) The automatic stay shall remain in force and effect as to
       the enforcement of any judgment entered against Debtor in
       the Nevada Court.

In the event that the Court denied the request, M&S and the
Gedalias wanted the Court to appoint a Chapter 11 trustee,
pursuant to Section 1104 of the Bankruptcy Code.

                      About ITC Homes, Inc.

Headquartered in Vail, Arizona, ITC Homes, Inc. --
http://www.itchomesinc.net/-- develops residential real estates.   
The Company filed for chapter 11 protection on Jan. 26, 2006
(Bankr. D. Ariz. Case No. 06-00053).  Scott D. Gibson, Esq., at
Gibson, Nakamura & Decker, PLLC, represents the Debtor.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of $10 million to $50 million.


LAGUARDIA ASSOCIATES: Taps Robert Price as Special Counsel
----------------------------------------------------------
LaGuardia Associates, L.P., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania for
permission to employ Robert S. Price, Esq., as its special
counsel.

The Debtors want Mr. Price's services for bond matters related to
the 1998 refinancing of the hotel properties.  Mr. Price may also
provide expert testimony to other bond issues arising in the
Debtors' cases.

Mr. Price will bill the Debtors at $200 per hour for his services.  

To the best of the Debtors' knowledge, Mr. Price does not hold any
interest adverse to the Debtors, their creditors, or any party-in-
interest.

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: Alcatel Deal Cues Moody's to Hold Low-B Ratings
------------------------------------------------------------
Moody's Investors Service affirmed Lucent Technologies Inc.'s B1
Corporate Family Rating and changed the outlook to developing from
positive following the company's announcement that it is in merger
discussions with Alcatel.  The developing outlook reflects the
possibility that Lucent's credit profile would benefit from a
merger with Alcatel but that absent a merger Lucent would continue
to face challenges to improve recent soft operating performance.

These ratings have been affirmed:

   * B1 Corporate Family rating
   * B1 Senior unsecured rating
   * B3 Subordinated rating
   * B3 Trust preferred rating

Outlook Developing

Should Lucent reach a definitive merger agreement with Alcatel,
Lucent's ratings and outlook could face upward pressure depending
on the new corporate structure and support provided existing
Lucent debt by the new company.

Alternatively, if the companies do not reach a definitive merger
agreement, the outlook could be stabilized or face negative
pressure due to recent soft operational performance and possible
consolidation of Lucent's competitors within the telecom equipment
industry.

Lucent Technologies Inc., headquartered in Murray Hill, New
Jersey, is a leading global provider of telecommunications
equipment and services.


LUNN 119TH: Court Okays Plante & Moran's Retention as Accountants
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
gave Robert J. Lunn, Lunn 119th LLC, and Lunn 26th LLC, permission
to retain Plante & Moran, PLLC, as their accountants.

Plante & Moran will provide general tax and accounting services to
the Debtors, including, without limitation, preparing and
finalizing the Debtors' tax returns for the years 2004 and 2005
and analyzing and reporting the tax implications of the Sale.

Guy Ackermann, a Plante & Moran partner, discloses that he bills
$440 per hour for his work.  Other Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                      $350 - $480
         Senior Associates             $300 - $350
         Associates                    $200 - $300
         Paraprofessionals              $60 - $200

Mr. Ackermann assures the Court that his Firm does not hold or
represent any interest adverse to the Debtors or their estates.

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.


MEDCO HEALTH: Lockout Looms for United Steelworker Members
----------------------------------------------------------
Approximately 500 of Medco Health Solutions Inc.'s workers face a
possible lockout on Saturday, April 1, 2006, if they fail to reach
a new agreement with the mail-order pharmacy giant.

Barbara Martinez at The Wall Street Journal reports that Medco
informed the affected workers in its Las Vegas mail-order pharmacy
of the planned lockout on March 23, 2006.  Medco says that it has
set up contingency measures to ensure that the lockout won't
disrupt its services to its clients.

According to Ms. Martinez, Medco is trying to convince the
workers, represented by United Steelworkers, to agree to pay a
larger percentage of their health benefits, in line with the
benefits received by other Medco employees.  USW has fought the
proposal and charged that "Medco continues to ask its employees to
pay more and more for fewer benefits."

On its Web site, the Steelworkers criticized Medco's Jan. 27,
2006, negotiations with the union saying the company offered no
new proposals to the Union's counter-proposals over healthcare and
other benefit issues.  

According to the Union, Medco Senior VP David Reilly told the
bargaining committee that the company has had one health plan for
all employees for the past 16 years and the company will not give
up the "flexibility" to make changes to that plan whenever they
want.  

Medco remains open to negotiations with the union prior the
lockout. However, union representative Jack Hammond told the
Journal that it is unlikely that a deal could be reached by
Saturday.

                             About USW

The USW -- http://www.steelworkers-usw.org/-- has over 600,000  
members in the United States and Canada and represents workers in
steel, rubber and tire, aluminum, mining and health care.

                         About Medco Health

Medco Health Solutions, Inc. -- http://www.medco.com/-- is a    
leader in managing prescription drug benefit programs that are
designed to drive down the cost of pharmacy healthcare for private
and public employers, health plans, labor unions and government
agencies of all sizes.  With its technologically advanced     
mail-order pharmacies and its award-winning Internet pharmacy,
Medco has been recognized for setting new industry benchmarks for
pharmacy dispensing quality.  Medco serves the needs of patients
with complex conditions requiring sophisticated treatment through
its specialty pharmacy operation, which became the nation's
largest with the 2005 acquisition of Accredo Health.  Medco, the
highest-ranked prescription drug benefit manager on Fortune
magazine's list of "America's Most Admired Companies."  
                
                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2005,
Moody's Investors Service changed the rating outlook of Medco
Health Solutions Inc. to positive from stable.  The rating agency
also affirmed Medco's Ba1 corporate family rating; a Ba1 rating on
the company's $500 million issue of senior unsecured 7.25% notes
due 2013; and its Ba1 rating on two senior unsecured loans
totaling $1.25 billion maturing in 2010.


MESA TRUST: Low Debt Enhancement Level Cues Moody's Rating Review
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade one subordinated tranche from one mortgage
securitization issued by MESA 2001-2 Trust.  The transaction is
backed by "scratch and dent" mortgage loans originated by Option
One Mortgage Corporation.

The action is based on the fact that the bond's current credit
enhancement level is low given the current projected losses on the
underlying pool.  The transaction has taken losses and pipeline
loss could cause eventual erosion of the overcollateralization.

Complete rating action:

   * Class B, current rating Ba2, under review for
     possible downgrade


METABOLIFE INT'L: Court Threatens Chapter 7 Conversion
------------------------------------------------------
The Hon. John J. Hargrove of the U.S. Bankruptcy Court for the
Southern District of California directs Metabolife International,
Inc., and Alpine Health Products, LLC, to appear in Court at
10:00 a.m. on April 25, 2006, and show cause why its Chapter 11
case should not be converted to a liquidation proceeding under
Chapter 7 of the Bankruptcy Code.

Judge Hargrove tells the Debtors that cause exists supporting a
Chapter 7 conversion of their cases.  Among other things, the
judge says, the Debtors' lack of ongoing operations and escalating
administrative fees and costs associated with the Debtors'
disagreements with the Official Committee of Unsecured Creditors.

Both the Debtor and the Committee have filed competing
Reorganization Plans.  Each has vowed that they will vigorously
oppose disagreeable provisions on the other's plan.

The Debtors sold substantially all of their non-Ephedra assets to
IdeaSphere, Inc., for approximately $12 million.  Apart from the
sale proceeds, the Debtors' remaining assets include the proceeds
of potential actions against their former directors and officers,
avoidance actions and legal claims to insurance policy proceeds.  
In their monthly operating report for January 2005, the Debtors   
disclosed approximately $18.8 million of total available cash.

Headquartered in San Diego, California, Metabolife International,
Inc. -- http://www.metabolife.com/-- sells dietary supplements  
and management products in grocery, drug and mass retail locations
nationwide.  The Company and its subsidiary, Alpine Health
Products, LLC, filed for chapter 11 protection on June 30, 2005
(Jointly Administrated Under Bankr. S.D. Calif. Case No.
05-06040).  David L. Osias, Esq., and Deb Riley, Esq., at Allen
Matkins Leck Gamble & Mallory LLP, represent the Debtors in their
chapter 11 cases.  When the Debtors filed for protection from
their creditors, they listed $23,983,112 in total assets and
$12,214,304 in total debts.


MILE HIGH: U.S. Trustee Appoints Eight-Member Creditors Committee
-----------------------------------------------------------------
The United States Trustee for Region 19 appointed eight creditors
to serve on an Official Committee of Unsecured Creditors in Mile
High Capital Group, Ltd.'s chapter 11 case:

    1. Gary and Lila Aamodt
       7000 Edgebrook Place
       Eden Prairie, MN 55346
       Tel: (952) 934-6429

    2. Lori Fuller
       E6321
       County Road
       Marion, WI 54950
       Tel: (715) 754-5428

    3. Sam Noel
       6335 Oberom Road
       Arvada, CO 80004
       Tel: (303) 421-0444

    4. Stephen Fischer
       15710 Parrish Road
       Berthoud, CO 80513
       Tel: (720) 635-7499

    5. Harold Heckman
       P.O. Box 115
       Elizabeth, CO 80107
       Tel: (303) 646-9598

    6. Dan Silverman
       10808 Figtree Court
       San Diego, CA 92131
       Tel: (858) 450-8466

    7. Barry Blair
       20977 E. Berry Place
       Centennial, CO 80015
       Tel: (303) 690-8654

    8. Dan Prehn
       8250 East Harvard Avenue, #4-101
       Denver, CO 80231
       Tel: (303) 671-8191

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.

Hall Wells DiNardo, LLC, the Receiver appointed by the District
Court for the City and County of Denver, Colorado, filed a chapter
11 petition on behalf of Mile High Capital Group, Ltd. on Jan. 13,
2006 (Bankr. D. Colo. Case No. 06-10106).  Joli A. Lofstedt, Esq.,
at Connolly, Rosania & Lofstedt, P.C., represents the Receiver.  
At the time of the filing, the company had $5,990,000 in total
assets and $13,879,059 in total debts.  John C. Smiley, Esq., the
chapter 11 trustee, is represented by Harvey Sender, Esq., and
David V. Wadsworth, Esq., at Sender & Wasserman, P.C.


MILE HIGH: Chap. 11 Trustee has Until Aug. 12 to Decide on Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado extended,
until Aug. 12, 2006, the time for John C. Smiley, Esq., the
chapter 11 trustee appointed in Mile High Capital Group, Ltd.'s
bankruptcy proceedings, to decide whether to assume or reject
unexpired nonresidential real property leases.

Mr. Smiley says the only non-residential real property lease he
knows about is the Debtor's lease of its office space at 9780
Mount Pyramid Court, #300, in Englewood, Colorado.

Mr. Smiley says he won't be able to analyze the best means of
administering the estate or making a reasoned decision about
whether to assume or reject nonresidential real property leases
until, at the earliest, the summer months.  

Hall Wells DiNardo, LLC, the Receiver appointed by the District
Court for the City and County of Denver, Colorado, filed a chapter
11 petition on behalf of Mile High Capital Group, Ltd. on Jan. 13,
2006 (Bankr. D. Colo. Case No. 06-10106).  Joli A. Lofstedt, Esq.,
at Connolly, Rosania & Lofstedt, P.C., represents the Receiver.  
At the time of the filing, the company had $5,990,000 in total
assets and $13,879,059 in total debts.  John C. Smiley, Esq., the
chapter 11 trustee, is represented by Harvey Sender, Esq., and
David V. Wadsworth, Esq., at Sender & Wasserman, P.C.


MUSICLAND HOLDING: Verizon Wants Service Contract Decision Now
--------------------------------------------------------------
Pursuant to a Service Agreement dated August 2005, Musicland
Holding Corp. and its debtor-affiliates agreed to purchase a
minimum of $1,500,000 worth of telecommunication services from
Verizon Business, Inc., formerly known as MCI, Inc., each year,
over a three-year term, with additional six-month ramp-up and
ramp-down provisions.

Verizon provides telecommunication services, including:

   * interstate and intrastate telecommunications services,
   * local service,
   * regional calling,
   * local metered TI service, and
   * voicemail service.

William J. Hanlon, Esq., at Seyfarth Shaw LLP, in Boston,
Massachusetts, relates that as a part of the Service Agreement,
and as a reward for committing to the three-year term, Verizon
agreed to pay a $250,000 sign-up credit.  The Sign-up Credit
becomes due four months after the start of the Ramp-up Period,
which started on October 15, 2005.  

The Service Agreement also provides that if the Debtors terminate
the Agreement before the end of the Term, or if Verizon terminates
the Agreement for a cause, the Debtors are required to pay a pro
rata portion of any and all credits.

According to Mr. Hanlon, there is a potential substantial injury
to Verizon if the Service Agreement is not assumed.  If Verizon
pays the Sign-up Credit without a prior assumption, the Debtors
will be able to reject the Service Agreement and treat both their
obligations to refund the cash Signing bonus and the balance due
for breach to Verizon as an unsecured non-priority, prepetition
claim.

The Debtors should not be allowed to pick and choose the
advantageous portion of the Service Agreement, while retaining the
option of avoiding its own obligation, Mr. Hanlon contends.

Verizon believes that the telecommunication services it provided
under the Service Agreement are necessary to the Debtors'
operations.  Thus, there is little prejudice to the Debtors'
estate in compelling them to assume the Service Agreement.

Accordingly, Verizon asks the U.S. Bankruptcy Court for the
Southern District of New York to fix a deadline for the Debtors to
assume or reject the Service Agreement.

Verizon also seeks the Court's permission to file the Service
Agreement under seal.

Mr. Hanlon notes that the disclosure of certain information
contained in the Service Agreement, including the pricing of
telecommunications services, would put Verizon at a competitive
disadvantage.

Verizon asks the Court to restrict access to the Service
Agreement to:

   (a) the Court,

   (b) the United States Trustee,

   (c) professionals retained by an official committee in the
       Debtor's Chapter 11 cases, and

   (d) those persons who:

       * are deemed acceptable by the Debtors and Verizon;

       * have executed a confidentiality agreement acceptable to
         the Debtors and Verizon; and

       * present the Clerk of the Court with a document
         evidencing satisfaction of the previous two Conditions,
         signed by Verizon.

Verizon asks the Court to rule that:

   -- access to the Service Agreement will only be for
      determining whether the relief requested in its Motion to
      Fix Deadline for Assumption or Rejection should be granted;

   -- any parties permitted access to the Service Agreement will
      not share any information contained in that document with
      any third party; and

   -- any party found to have violated those conditions will be
      subject to sanctions.

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


NAVISTAR INT'L: Gets Consents from 4.75% Subordinated Noteholders
-----------------------------------------------------------------
Navistar International Corporation (NYSE:NAV) reported that the
expiration and final results of its cash tender offer and consent
solicitation with respect to its outstanding $220 million in
aggregate principal amount of 4.75% subordinated exchangeable
notes due 2009.

The tender offer expired at midnight, Eastern Standard Time, on
March 23, 2006.  As of March 24, 2006, Navistar accepted for
payment and paid for notes from holders of $ 217.042 million in
aggregate principal amount, or 98.7%, of the outstanding notes
pursuant to Navistar's offer to purchase and related letter of
transmittal.  In exchange for each $1,000 principal amount of
notes validly tendered and accepted for payment, holders of the
notes received $1,000 in cash, plus accrued and unpaid interest
through, but not including, the date of purchase.

As a result of receiving consents from holders of more than a
majority in aggregate principal amount of the 4.75% notes,
Navistar:

     * executed a supplemental indenture relating to the indenture
       governing the notes, which, among other things,
  
     * waived any and all defaults and events of defaults existing
       under the indenture,

     * eliminated substantially all of the material restrictive
       covenants and certain events of default and related
       provisions in the indenture and

     * rescinded any and all prior notices of default and/or
       acceleration delivered to Navistar pursuant to such
       indenture.

A full-text copy of the Company's Tender Offer Statement is
available at no charge at http://ResearchArchives.com/t/s?6f3

             Acceleration of the 6.25% Senior Notes

Navistar also retired all $400 million of its 6.25% senior notes
due 2012 in response to an acceleration notice from more than 25%
of the holders of such notes.

"This is all part of the orderly transition of the company's
capital structure," said Robert C. Lannert, Navistar vice chairman
and chief financial officer.  "The acceleration of the 6.25%
senior notes allowed Navistar to pay off the debt at par and
replace the obligation with debt from the company's senior
unsecured loan facility.  This also means that all defaults under
the indenture for the 6.25% senior notes were cured upon repayment
and all existing cross defaults and/or cross accelerations were
eliminated upon repayment of the 6.25% senior notes."

Holders of Navistar's 6.25% senior notes were paid $1,000 per
$1,000 principal amount of notes, plus accrued and unpaid interest
through the settlement date.

In order to settle the acceleration of the 6.25% senior notes due
2012 and pay for the tendered 4.75% subordinated exchangeable
notes due 2009, Navistar made a second draw on its $1.5 billion
senior unsecured term loan facility.

                         About Navistar

Navistar International Corp. -- http://www.nav-international.com/  
-- is the parent company of International Truck and Engine
Corporation. The company produces International(R) brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.  Navistar is also a
provider of truck and diesel engine parts and service sold under
the International(R) brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2006,
Moody's Investors Service lowered the ratings of Navistar
International Corporation (senior unsecured to B1 from Ba3 and
subordinate to B3 from B2) and placed the ratings under review for
further possible downgrade.  Moody's rating actions followed
Navistar's announcement that it has received notice from purported
holders of more than 25% of the company's approximately $200
million senior subordinated exchangeable notes due 2009, claiming
that the company is in default of reporting requirements relating
to the filing of its financial statements for the fiscal year
ending Oct. 31, 2005.  The company disputes the allegation of
default.  Nevertheless, receipt of the notice of default
represents a further negative development for the company stemming
from its inability to file financial statements in a timely manner
because of accounting issues.

The downgrade and review reflect the heightened financial risk
stemming from uncertainty as to Navistar's ability to file its
financial statements in a timely manner given the number and
complexity of various open items that the company continues to
discuss with its auditors Deloitte and Touche.  As a result of
these open issues, Navistar cannot estimate the time frame for the
filing of its October 2005 financial statements.


NEW CENTURY: S&P Affirms BB Rating & Changes Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on New
Century Financial Corp. to negative from stable.  In addition,
Standard & Poor's affirmed its 'BB' counterparty credit rating on
the company.
      
"The outlook revision reflects Standard & Poor's concerns
regarding deterioration in profitability metrics that began to
emerge in the last two quarters of 2005 as a result of industry-
wide developments," said Standard & Poor's credit analyst Anne
Cosgrove.
     
Like many other subprime mortgage lenders, New Century has seen
profit margins erode during late 2004 and 2005, as a flattening
yield curve pushed up funding costs while intensifying competition
limited New Century's ability to increase interest rates charged
on loans originated.  Positive developments in the first quarter
are evidenced by substantial increases in the weighted average
coupon on originations since September 2005, resulting in higher
premiums being paid by whole loan buyers on first and second
quarter forward sales.  Moreover, in the current environment, New
Century's size and scale in the industry provide it with the
opportunity to pick up market share from weaker players.
     
However, Standard & Poor's remains concerned about the prospect of
asset quality deterioration in 2006, which combined with
unpredictable subprime market conditions could further erode
profit margins.  Standard & Poor's is especially sensitive to the
adverse effect rising interest rates might have for the debt
service burden of New Century's subprime customers.  As a result,
Standard & Poor's can envision a scenario in which credit costs
could rise at the same time the company is struggling to maintain
production volumes, preventing any recovery in profitability
metrics.
     
Standard & Poor's will continue to monitor the company's asset
quality and ability to execute its business in a challenging
operating environment.  

Should:

   * asset quality remain stable,

   * profitability metrics continue to improve from the levels
     experienced in the second half of 2005, and

   * the trend sustain throughout 2006,

the outlook could be revised back to stable.

However, if profitability metrics fail to improve and asset
quality metrics materially deteriorate, the rating could be
lowered.


OBSIDIAN ENT: Losses & Equity Deficit Prompt Going Concern Doubt
----------------------------------------------------------------
Somerset CPAs, P.C. expressed substantial doubt about Obsidian
Enterprises, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the year ending
Oct. 31, 2005.  The auditing firm pointed to Obsidian's recurring
losses from operations, current liabilities in excess of current
assets, loan covenant violations and stockholders' deficit.

Obsidian's previous auditors, McGladrey & Pullen, LLP also pointed
to the same conditions about the Company's ability to continue as
a going concern after auditing its financial statements for the
year ending Oct. 31, 2004.

          Reasons for Filing an Amended Annual Report

Obsidian files an amended annual report to eliminate prior period
adjustments contained in the financial statements, to include an
audit opinion for the fiscal years ended October 31, 2004 and
2003, to revise the control provisions disclosed in Item 9A, and
to correct certain typographical errors within the Original Form
10-K.

                       2005 Financials

For the 12 months ended Oct 31, 2005, Obsidian incurred a
$12,119,000 net loss on $65,774,000 of net sales.  For the
12 months ended Oct. 31, 2004, the Company incurred a $8,033,000
net loss on $64,360,000 of net sales.

At Oct. 31, 2005, Obsidian had a $18,584 negative working capital
balance.  The Company says that the decrease in working capital is
primarily attributable to certain loans that became current as of
Oct. 31, 2005.

Obsidian is currently working to cure its loan covenant violations
for its subsidiary, United Expressline, Inc., and extend the
Company's subordinate debt of $8,500, refinance loans for Obsidian
Leasing in the amount of $2,974 and US Rubber in the amount of
$5,005 as noted in further detail below.  The refinancing of those
obligations along with positive cash flow from operations is
expected to improve Obsidian's working capital to a positive
position upon completion.

At Oct. 31, 2005, Obsidian's balance sheet showed $46,439,000 in
total assets and $66,239,000 in total liabilities.  The Company's
balance sheet shows a $214,000 minority interest, a $1,377,000
redeemable stock and a accumulated deficit $34,858,000 at Oct. 31,
2005.
                        
A full-text copy of Obsidian Enterprises' amended annual report is
available for free at http://ResearchArchives.com/t/s?6fb

                 About Obsidian Enterprises

Headquartered in Indianapolis, Indiana, Obsidian Enterprises, Inc.
-- http://www.obsidianenterprises.com/-- is a publicly traded  
(OTC: OBDE) holding company that invests in small and mid cap
companies in basic industries such as manufacturing and
transportation.  The Company currently conducts business through
five subsidiaries:

   * Classic Manufacturing, Inc., a manufacturer of commercial,
        racing and recreational trailers;
   * Danzer Industries, Inc., a manufacturer of cargo trailers and
        service and utility truck bodies and accessories;
   * Pyramid Celebrity Coaches, Inc., a leading provider of
        corporate and celebrity entertainer coach leases;
   * United Trailers, a manufacturer of steel-framed cargo,
        racing, ATV and specialty trailers; and
   * U.S. Rubber Reclaiming, Inc., a butyl rubber reclaiming
        operation.

As of Oct. 31, 2005, Obsidian Enterprises' balance sheet showed a
$21,391,000 stockholders' equity deficit, larger than the
$9,463,000 equity deficit reported at Oct. 31, 2004.


OCEANVIEW CBO: Poor Credit Quality Prompts Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Oceanview
CBO I, Ltd., on watch for possible downgrade:

   * The $28,000,000 Class A-2 Floating Rate Notes Due 2037

     Prior Rating: A1
     Current Rating: A1, on watch for possible downgrade

   * The $10,000,000 Class B-F Fixed Rate Notes Due 2037

     Prior Rating: B3
     Current Rating: B3, on watch for possible downgrade

   * The $5,000,000 Class B-V Floating Rate Notes Due 2037

     Prior Rating: B3
     Current Rating: B3, on watch for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ON TOP COMMS: Wants Until April 19 to Decide on La. Studio Lease
----------------------------------------------------------------
On Top Communications, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Maryland to further extend,
until April 19, 2006, the period within which they can elect to
assume, assume and assign, or reject their unexpired
nonresidential real property lease for studio space located at
27104 Highway 23, in Port Sulphur, Louisiana.

The Debtor has a lease agreement for the space with Dr. Russell
Rawls.  The Debtor tells the Court that its FM radio station KNOU
licensed by the Federal Communications Commission has ceased to
operate as of March 15, 2006.  FCC regulations require that the
public files for the station be located in a place accessible to
the general public.

The extension, the Debtors say, will give them more time to decide
where to maintain the public files for the station.

Headquartered in Lanham, Maryland, On Top Communications, LLC, and
its affiliates acquire, own and operate FM radio stations located
in the Southeastern United States.  The Company and its debtor-
affiliates filed for chapter 11 protection on July 29, 2005
(Bankr. D. Md. Case No. 05-27037).  Thomas L. Lackey, Esq., of
Bowie, Maryland, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of $10 million to
$50 million.


OVERWATCH SYSTEMS: S&P Affirms B+ Ratings with Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings,
including the 'B+' corporate credit rating, on Overwatch Systems
LLC.  At the same time, Standard & Poor's affirmed its 'B+' bank
loan rating and '3' recovery rating on the company's secured
credit facility, which is being increased $20 million to $119
million to fund an acquisition.  The outlook is stable.
      
"The affirmation reflects an appropriate financial profile despite
the higher debt levels," said Standard & Poor's credit analyst
Christopher DeNicolo.  The additional funds from the credit
facility will be used to finance an acquisition, the details of
which are not public.  Pro forma for the transaction, debt to
EBITDA is expected to be around 4x.
     
The ratings on Overwatch reflect:

   * a modest scale of operations;
   * limited product and program diversity;
   * competitors that are much larger; and
   * the likelihood of debt-financed acquisitions.

These factors are offset somewhat by leading positions in niche
markets for intelligence analysis tools and high operating
margins.  The company is owned by Kelso & Co., a private equity
firm.
     
Although leverage is moderate, the absolute level of earnings and
cash flows are small.  Total revenues in 2006 are expected to be
only around $100 million.  In addition, goodwill from this and
prior acquisitions will comprise more than 80% of total assets and
be more than 1.5x book equity.  Operating margins (before
depreciation) are high at around 30% due to a significant portion
of revenues coming from software licenses and maintenance
contracts.  Funds from operations to debt is expected to be around
20% in the near term.  Free cash flows could be retained to
finance future acquisitions or used to reduce debt.  Further
acquisitions are likely, but leverage is not expected to increase
above current levels.
     
Overwatch is a leading developer of intelligence analysis software
tools for the intelligence community and the U.S. military.  The
market outlook for the company's products is quite favorable due
to the high levels of U.S. defense spending and the importance of
intelligence analysis and dissemination to both the global war on
terror and the transition to network centric warfare.  Although
the company has leading positions in the markets served, these
markets are quite small and competition consists of similar-sized
firms, in addition to large defense contractors such as:

   * Lockheed Martin Corp.,
   * General Dynamics Corp., and
   * BAE Systems PLC.

Also, program/product diversity is limited, with half of the
company's revenues coming from the top three programs or products.
Revenue growth is expected to remain above 10% for the next few
years due to the solid demand for Overwatch's products.  Funded
backlog is around $90 million, with most of related to the Army's
Future Combat System program.
     
The company's leading niche market positions and high operating
margins should enable it to reduce debt and maintain a credit
profile consistent with current ratings.  The outlook could be
revised to negative if leverage increases significantly to fund
acquisitions.  A revision of the outlook to positive is not likely
in the near term.


OWENS CORNING: 8 Parties Say Disclosure Statement is Inadequate
---------------------------------------------------------------
At least eight objections to the approval of the Disclosure
Statement accompanying the Fifth Amended Joint Plan of
Reorganization of Owens Corning and its debtor-affiliates were
filed by the objection deadline.  The objecting parties are:

   1. The Ad Hoc Committee of Preferred and Equity Security
      Holders;

   2. Bondholders King Street Capital Management, L.L.C.; D.E.
      Shaw Laminar Portfolios, L.L.C.; Lehman Brothers Inc.;
      Canyon Capital Advisors LLC; Plainfield Special Situations
      Master Fund Limited; Quadrangle Debt Opportunities Master
      Fund Ltd.; QDRF Master Ltd., Davidson Kempner Capital
      Management LLC; and Blue Bay Asset Management Ltd.;

   3. Century Indemnity and Central National Insurance Company;

   4. Creditor Pacific Employers Insurance Company;

   5. Longacre Master Fund, Ltd., and affiliates;

   6. Law firms Reaud Morgan & Quinn, Inc., and Environmental
      Litigation Group, P.C.;

   7. Owens Corning shareholder Daniel C. Cadle; and

   8. Owens Corning shareholder Susan C. McKelvey.

The objecting parties complain that the Disclosure Statement
cannot be approved because it fails to provide adequate
information necessary to satisfy Section 1125 of the Bankruptcy
Code.  The Disclosure Statement, some of the objectors argue,
describes a plan that is patently uncomfirmable.

The objectors note that:

   -- while the Debtors acknowledge that certain insurers object
      to various aspects of the Plan as being violative of the
      insurers' rights, the Disclosure Statement does not make
      the requisite affirmative representation that the Fifth
      Amended Plan will not impair the rights of any insurer;

   -- the Disclosure Statement is ambiguous on the issue of
      whether the Alabama Wrongful Death Act damages will be
      compensable under the Asbestos Personal Injury Trust
      Distribution Procedures and, therefore, claimants are
      deprived of information adequate enough to enable an
      informed decision on whether to vote in favor of the Plan;

   -- the Disclosure Statement does not provide any information
      about the volume or aggregate amount of Liquidated Claims
      that will receive priority under the TDP;

   -- the Disclosure Statement fails to discuss plan alternatives
      that could avert the need to cram down holders of equity
      and achieve a fair, equitable and consensual plan for the
      benefit of all constituencies;

   -- the Disclosure Statement does not provide information of
      the proposed payment scheme to creditors, especially of the
      Bank Holder Claims, the valuation of the individual Debtor
      and the rationale for the disparate treatment regarding
      postpetition interest; and

   -- it is impossible for creditors to determine if proposed
      treatment of claims and distributions to be made under the
      Plan are in accordance with provisions of the Bankruptcy
      Code.

The objecting parties ask the Court to deny approval of the
Disclosure Statement if the deficiencies are not addressed.

Ms. McKelvey wants the Disclosure Statement to provide that:

   "Existing shareholders will recover either the full amount of
   their stock purchases plus interest in the company's
   bankruptcy case or be awarded the same number of shares in the
   reorganized, new company equal to the number of shares they
   currently own in Owens Corning."

King Street and the other objecting bondholders point out that
the Disclosure Statement fails to:

   -- address the Bondholders' and other parties' pending appeal
      of the decision and order of the District Court estimating
      the total liability of the Asbestos Personal Injury Claims
      and the consequences of a reversal or remand;

   -- adequately describe the FAIR Act, the proposed federal
      asbestos legislation;

   -- provide information regarding the "Management Arrangements"
      to be implemented and the justification for the 1,800,000
      shares of New OCD Common Stock contemplated to be
      distributed to the Debtors' employees;

   -- explain why third-party releases and exculpations are
      appropriate and are "deemed given" in particular, when a
      claimant is otherwise voting to reject the Plan; and

   -- describe other potential restructuring alternatives that
      might offer higher levels of recovery to unsecured
      creditors, and disclose that the Bondholders do not support
      the Plan.

The Disclosure Statement should not be approved at this time, the
Bondholders insist.

According to the Ad Hoc Committee, the Fifth Amended Plan is
patently uncomfirmable because of:

   -- its failure to comply with applicable law,
   -- lack of good faith and feasibility,
   -- not in best interests of creditors or equity holders, and
   -- unfair discrimination and unfair and inequitable treatment;

"Even if the Plan could be confirmed, the Disclosure Statement
cannot be approved in accordance with . . . Section 1125 because
the Disclosure Statement misrepresents or omits material
information that parties in interest need to evaluate the Plan
properly," says Marc J. Phillips, Esq., at Connolly Bove Lodge &
Hutz LLP, in Wilmington, Delaware, on behalf of the Ad Hoc
Committee.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).   Norman L.
Pernick, Esq., at Saul Ewing LLP, represents the Debtors.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the
Official Committee of Asbestos Creditors.  James J. McMonagle
serves as the Legal Representative for Future Claimants and is
represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.  
(Owens Corning Bankruptcy News, Issue No. 127; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Wants Court to Okay Revised Plan Voting Protocol
---------------------------------------------------------------
To accommodate the revised structure of their Fifth Amended Plan
of Reorganization, Owens Corning and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to approve
revisions to previously approved procedures for the solicitation
and tabulation of plan votes.

The Voting Procedures, as revised, are by no means novel or
unique, J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells Judge Fitzgerald.  They are, she asserts,
substantially the same as the previously approved procedures and
are substantially similar to the procedures approved in other
asbestos Chapter 11 cases.

In accordance with the Voting Procedures and the Fifth Amended
Plan, these classes are entitled to vote to accept or reject the
Plan:

   * A3 to U3 (Convenience Claims)

   * A4 to 14 (Bank Holder Claims)

   * A5 (Bondholders Claims)

   * A6A (General Unsecured Claims - Owens Corning)

   * A6B (General Unsecured/Senior Indebtedness Claims Owens
     Corning)

   * B6 to U6 (General Unsecured Claims - against Debtors other
     than Owens Corning)

   * A7 (PI Trust Claims against Owens Corning)

   * I7 (PI Trust Claims Against Integrex)

   * B8 (PI Trust Claims against Fibreboard Corporation)

   * B9 (FB Asbestos Property Damage Claims)

   * A10 to U10 (Intercompany Claims)

   * A11 (Subordinated Claims Against Owens Corning)

Although the Debtors believe each of those classes should be
permitted to vote, they assert that some should be allowed to
vote on a provisional or conditional basis only.  

Pursuant to the Fifth Amended Plan, holders of Bank Holder Claims
in Classes A4 to 14 are unimpaired.  To save the Debtors' estates
potentially significant administrative costs, expenses and delay
associated with an unimpairment determination that will be
unnecessary if Classes A4 to 14 accept the Plan, the Debtors will
solicit votes from Class A4 to 14 claimholders.

                  Forms of Ballot and Notices

The Debtors further ask the Court to approve their form of
ballots and notices.

According to Ms. Stickles, the forms of the Debtors' Ballots and
Master Ballots are based on Official Form No. 14, but have been
modified to address the particular aspects of their Chapter 11
cases and to include additional information that they believe
will be relevant and appropriate for each class of claims.  The
appropriate Ballot or Master Ballot forms will be distributed in
Classes A3 to U3, A4 to I4, A5, A6A, A6B, B6 to U6, A7, I7, B8,
B9, A10 to U10 and A11.

The Debtors contemplate the use of various forms of notice
regarding the Plan confirmation process.  The Debtors assert that
the Plan Notices will permit them to give effective and
reasonable notice of Plan-related deadlines and matters.

                          Record Date

The Debtors ask the Court to set the date that is two business
days after the later of:

   a. the entry of an order approving the Disclosure Statement
      relating to their Fifth Amended Plan; and

   b. the entry of an order approving their proposed voting and
      solicitation procedures;

as the Record Date for purposes of determining creditors entitled
to vote on the Fifth Amended Plan, or in the case of non-voting
classes, to receive the Solicitation Packages.

                           Voting Agents

The Debtors will be using two agents to distribute Solicitation
Packages and tabulate votes.  Omni Management Group, LLC -- the
Voting Agent -- is the entity that developed the Debtors'
computerized claims database and will be responsible for the
distribution of Solicitation Packages to, and tabulation of
ballots received from, all entities other than the holders of
Debt Securities and OCD Interests.

Financial Balloting Group LLC -- the Special Voting Agent -- will
be responsible for the distribution of Solicitation Packages to
holders of Debt Securities and OCD Interests and the tabulation
of ballots and master ballots received from holders of Debt
Securities.

                        Convenience Claims

The Debtors estimate that there are over 9,800 creditors holding
Convenience Class Claims.  Since the Convenience Claims will be
paid in full under the Fifth Amended Plan, the Debtors expect
that the creditors will have little or no interest in the details
of the Plan, the history of the Debtors or the conduct of the
Debtors' Chapter 11 cases.  Thus, the Debtors propose that each
holder of a Convenience Class Claim is to receive a Solicitation
Package consisting solely of:

   -- the Notice of Confirmation Hearing;

   -- an appropriate Ballot;

   -- the Voting Procedures; and

   -- a supplemental Notice indicating that holders of Allowed
      Convenience Class Claims will receive full payment of their
      Allowed Convenience Class Claims, in cash, on the Initial
      Distribution Date, subject to limited exceptions.

                        PI Trust Claims

The PI Trust Claims are not required to be filed by the Bar Date.
Accordingly, the Debtors intend to implement special procedures
for publication notice to the PI Trust Claimholders, direct
notice to their known attorneys, and voting of PI Trust Claims by
attorneys to the extent the attorneys wish, and have authority to
do so and direct notice to known claimholders who are
unrepresented.

Because a large percentage of the claims against the Debtors fall
into the PI Trust Claim category, the Debtors will also establish
procedures for allowing the claims temporarily.

Each holder of a PI Trust Claim will be entitled to a vote in a
specified amount based on the disease level noted on the ballot.  
Each of the eight designated Disease Levels will be assigned a
different dollar value for voting purposes, based on the severity
of the Disease Level and consistent with the values set forth in
the Asbestos Personal Injury Trust Distribution Procedures
proposed in the Fifth Amended Plan.  Only one Disease Level may
be selected for each PI Trust Claimholder.  In the event a PI
Trust Claimholder selects more than one Disease Level, the Voting
Agent will count solely the selected Disease Level with the
highest value for voting purposes.  If a holder of a PI Trust
Claim fails to select a Disease Level, the Voting Agent is to
select the Disease Level with the lowest possible value for
voting purposes with respect to the claimant.

Each PI Trust Claimholder must certify that it:

   -- has been exposed to asbestos-containing material or product
      with respect to which the relevant Debtor has legal
      liability; and

   -- has the Disease Level asserted on its Ballot or Master
      Ballot, based on medical records or similar documentation
      in the possession of the parties specified on the
      Ballot.

The Debtors also propose special procedures for the distribution
of Solicitation Packages for the PI Trust Claims.  To all
individuals who may hold or assert PI Trust Claims, the Debtors
will send to their attorneys a single Solicitation Package on
behalf of all the claimants represented by the attorney.
Attorneys will be required to certify, under penalty of perjury,
that they are authorized to vote on behalf of each claimholder as
to whom they cast a vote.  Each attorney to a claimholder must
certify that the Disease Level identified on behalf of the holder
is proper.

Otherwise, attorneys are required to send to the Voting Agent, on
or before 35 calendar days prior to the Voting Deadline, a list
of the names, addresses and social security numbers -- last four
digits only -- of claimants on whose behalf the attorneys are not
entitled to vote, in which case individual Solicitation Packages
will be promptly sent to those claimants.

The attorneys will be provided a Master Ballot on which they can
record the votes of the claimants.  The Master Ballots require
submission of a summary sheet that will list each PI Trust
Claimholder by name, social security number and Disease Level.  
In the event that not all claimants represented by an attorney
vote in the same manner, the summary sheet will identify each
voting claimant by name and social security number, and will
indicate whether each claimant votes to accept or reject the
Plan.

No vote by or on behalf of a claimant is counted unless, inter
alia, the claimant's social security number is provided.  The
Voting Procedures also provide that no vote by attorneys on
behalf of their clients will be counted or considered by the
Voting Agent:

   -- if the Master Ballot does not contain the required
      certification regarding the attorneys' authority; and

   -- to the extent the attorneys do not, contemporaneously with
      or before submitting the Master Ballot, comply with the
      Court's order requiring the filing of statements pursuant
      to Rule 2019 of the Federal Rules of Bankruptcy Procedure
      and related orders.

The Debtors ask the Court, solely for the purpose of voting on
the Plan, that the 10-day period to submit statements pursuant to
the 2019 Orders be eliminated, so that parties required to submit
statements pursuant to the 2019 Orders be required to do so
contemporaneously with, or prior to, submission of their Ballots
or Master Ballots.

Counsel may submit additional Master Ballots containing non-
duplicative votes for individual Asbestos Claimants as
supplements to prior submitted Master Ballots.

The Voting Agent will mail a Solicitation Package directly to
individuals if:

   -- a PI Trust Claimholder requests a Solicitation Package;

   -- an individual signs and files a PI Trust Claim or entry of
      appearance before the Record Date;

   -- a PI Trust Claimholder is represented by an attorney whose
      address is unknown;

   -- a PI Trust Claimholder is, according to the Debtors'
      records, pro se; or

   -- an attorney representing PI Trust Claimholders timely
      advises the Voting Agent of the names, addresses and social
      security numbers of individuals who should receive their
      own Solicitation Packages.

Ballots and Master Ballots cast by the PI Trust Claimholders
against Owens Corning will also be deemed cast against Integrex
on a provisional basis, for voting purposes only.

                         Debt Securities

Many of the Debt Securities are not held directly by the
beneficial owners, but are instead held in "street name" by
various Debt Nominees -- financial institutions that hold Debt
Securities on behalf of the beneficial owners.

The Debtors will put up customary procedures for the distribution
of Solicitation Packages to Debt Nominees and provide for either
the "prevalidation" of individual Ballots or the compilation of
Master Ballots by the Debt Nominees.  "Prevalidated" Ballots will
be returned directly to the Special Voting Agent.  If
"prevalidated" Ballots are not used, individual Ballots will be
summarized on a Master Ballot and then returned to the Special
Voting Agent.  Customary procedures will apply in the tabulation
of Ballots with respect to Debt Securities.

                         Equity Interests

Holders of OCD Interests (Class A12) and Integrex Interests
(Class I12) who are designated as impaired and not entitled to
vote on the Plan will receive a Solicitation Package consisting
solely of the Notice of Confirmation Hearing and a supplemental
Notice to Equity Interest Holders indicating that they will
receive no distribution from, and retain no interest in the
Debtors under the Fifth Amended Plan.  

                     Multiple Unsecured Claims

For purposes of voting, classification and treatment under the
Fifth Amended Plan, the number and amount of General Unsecured
Claims held by an entity to which any General Unsecured Claim is
transferred will be determined based on the identity of the
original holder of the General Unsecured Claim.

                     Claimant's Voting Motion

A claimholder may file a Claimant's Voting Motion if:

   -- it is not entitled to vote because its claim is the subject
      of an objection pending before the Court; or

   -- it is entitled to vote but seeks to challenge the amount or
      classification of its claim for voting purposes.

A Claimant's Voting Motion must be filed on or before 30 calendar
days prior to the Voting Deadline, and must be supported by an
accompanying affidavit by an appropriate representative of the
moving party that certifies the proposed amount and
classification of the claim and whether the movant votes to
accept or reject the Plan.

As to any creditor filing a Claimant's Voting Motion, the
creditor's vote will not be counted unless its claim is
temporarily allowed by the Court for voting purposes after notice
and a hearing on the Claimant's Voting Motion.

                       Publication Notices

The Debtors contemplate an extensive publication notice program
designed to provide notice of the Plan, of the Confirmation
Hearing and of the opportunity to obtain a Solicitation Package,
to unknown asbestos claimants.  Based on the asbestos
notification program recommended by the Debtors' Court-approved
asbestos claims notification consultant, Katherine Kinsella,
president of Kinsella/Novak Communications, Ltd., the Debtors
will cause asbestos notices to be published in national and
international publications, which have been selected to give
appropriate publication notice to unknown asbestos claimants, in
accordance with Bankruptcy Rules 2002 and 3017.

The Debtors will also publish notice of the Confirmation Hearing
and the opportunity to obtain a Solicitation Package:

   * once in the weekday edition of the national -- and, if
     applicable, international -- editions of The New York Times,
     The Wall Street Journal, USA Today and the Toledo Blade; and

   * once, in a German publication gazette -- the Bundesanzeiger
     or Borsen-Zeitung.

The Debtors will post a notice of the Confirmation Hearing and
the opportunity to obtain a Solicitation Package at
http://www.ocplan.com

To the extent practicable, the Debtors will mail notices to all
known creditors and other parties-in-interest to the extent
practicable.

                     Miscellaneous Procedures

Holder of a timely filed claim that is unliquidated, contingent
or undetermined will be deemed, for voting purposes only, to have
a $1.00 claim amount so long as the claim has not been disallowed
or is not the subject of an objection pending as of the Record
Date.  

Claimants who wish to have their claims allowed for voting
purposes in an amount greater than $1.00 must file, on or before
30 calendar days prior to the Voting Deadline, a Claimant's
Voting Motion pursuant to Bankruptcy Rule 3018 for an order
temporarily allowing the claim in a different amount for voting
purposes.

Consistent with the general approach of the Voting Procedures,
the Debtors will be sending Solicitation Packages only to those
holders of Class A11 claims that have filed proofs of claim in
their Chapter 11 cases.  The Debtors reserve the right to modify
the procedure, the Class A11 Ballots and notices with respect to
Class A11 prior to the hearing to consider the approval of the
Voting Procedures.

A full-text copy of the Debtors' Proposed Voting Procedures is
available for free at http://ResearchArchives.com/t/s?6f2

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).   Norman L.
Pernick, Esq., at Saul Ewing LLP, represents the Debtors.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the
Official Committee of Asbestos Creditors.  James J. McMonagle
serves as the Legal Representative for Future Claimants and is
represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.  
(Owens Corning Bankruptcy News, Issue No. 127; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PENNSYLVANIA REAL: Inks $150 Mil. Interest Rate Swap Agreements
---------------------------------------------------------------
Pennsylvania Real Estate Investment Trust (NYSE: PEI) entered
into forward-starting interest rate swap agreements to hedge
the expected interest payments associated with a portion of
the Company's anticipated future issuances of long term debt.  
The aggregate notional amount of these swap agreements is
$150 million.

In May 2005, PREIT entered into swap agreements with an aggregate
notional amount of $370 million in connection with anticipated
debt issuances in 2007 and 2008.

In 2008, PREIT has some additional, previously disclosed
obligations that are likely to require financings.  Also, the
Company may have strategic opportunities for other financings in
that year.  With these new swap agreements, the Company has taken
additional action intended to manage a portion of the interest
rate risk associated with these anticipated future financings,
which may include the refinancing of the Company's 15-property
REMIC that matures in 2008.  Combined with the May 2005 swap
agreements, the Company now has $120 million in notional amount of
swap agreements starting in 2007 and $400 million of aggregate
notional amount of swap agreements starting in 2008.

In the new agreements, the Company locked in a blended 10-year
swap rate on a notional amount of $150 million starting in 2008 of
5.3562%.  Excluding the transaction date swap spread component,
the underlying effective Treasury rates in the swap agreements
would be 4.8212%.  Ultimately, the effective interest rate on the
Company's 2008 debt issuances will depend on the credit spreads in
effect at that time, among other factors.  The swap agreements are
not expected to impact the Company's income statement prior to
their cash settlement, provided that the Company completes the
future financing transactions in the amounts and at the times
currently contemplated.

The counterparties to these swaps are all major financial
institutions and participants in PREIT's credit facility.  Chatham
Financial served as financial advisor to PREIT in connection with
the swap agreements.

         About Pennsylvania Real Estate Investment Trust

Headquartered in Philadelphia, Pa., Pennsylvania Real Estate
Investment Trust -- http://www.preit.com/-- has a primary    
investment focus on retail shopping malls and power centers
(approximately 34.5 million square feet) located in the eastern
United States.  Founded in 1960 and one of the first equity REITs
in the U.S., PREIT's portfolio currently consists of 52 properties
in 13 states, including 39 shopping malls, 12 strip and power
centers and one office property.

                          *     *     *

On Feb. 26, 2004, Moody's Investors Service assigned a B1 rating
to Pennsylvania Real Estate Investment Trust's Cumulative
preferred stock.

On Oct. 14, 2005, Fitch Ratings assigned BB Senior Unsecured Debt
and B+ Preferred Stock ratings to Pennsylvania Real Estate
Investment Trust.


PETROLEUM HELICOPTERS: Launches Cash Offer for 9-3/8% Senior Notes
------------------------------------------------------------------
Petroleum Helicopters Inc. is commencing a cash tender offer for
all of its outstanding $200,000,000 aggregate principal amount of
9-3/8% Senior Notes due 2009 on the terms and subject to the
conditions set forth in PHI's Offer to Purchase and Consent
Solicitation Statement.

PHI is also soliciting consents for proposed amendments to the
indenture under which the Notes were issued which would eliminate
most of the restrictive covenants and events of default contained
in the indenture and would shorten the minimum redemption notice
period from 30 to five days.  The proposed amendments to the
indenture will be set forth in a first supplemental indenture and
are described in more detail in the Offer to Purchase.  The first
supplemental indenture will not be executed unless and until PHI
has received consents from holders of a majority of outstanding
principal amount of the Notes, and the amendments will not become
operative unless and until PHI has purchased these Notes pursuant
to the Offer to Purchase.  Holders who tender their Notes will be
deemed to consent to the proposed amendments, and holders who
consent will be required to tender their Notes.

Consummation of the Offer is subject to the satisfaction or waiver
of a number of conditions, including execution of the first
supplemental indenture and satisfactory financing arrangements in
an amount that, together with existing cash, will be sufficient to
purchase the Notes tendered in the Offer.

The Offer will expire at 9:00 a.m., New York City time, on
April 24, 2006, unless extended or terminated by PHI.  The consent
solicitation will expire at 5:00 p.m., New York City time, on
April 6, 2006, unless extended.

The total consideration for each $1,000 principal amount of Notes
tendered and accepted for payment pursuant to the Offer is
$1,048.88, plus accrued and unpaid interest up to, but not
including, the date of payment for such Notes.  A portion of the
total consideration is a consent payment in the amount of $2.00
per $1,000 principal amount of Notes for delivering consents to
the proposed amendments to the indenture prior to the Consent
Deadline.  PHI will pay the total consideration on a business day
it selects following both the Consent Deadline and the
satisfaction or waiver of the conditions to closing of the Offer.

Holders that tender their Notes after the Consent Deadline but
prior to the Expiration Time will be eligible to receive only the
purchase price of $1,046.88 per $1,000 principal amount of Notes,
plus accrued and unpaid interest.  If PHI accepts these Notes for
purchase, it will pay the purchase price promptly after the
Expiration Time.

Notes tendered and related consents may be withdrawn prior to the
execution of the first supplemental indenture providing for the
proposed amendments but not afterwards, except in limited
circumstances where withdrawal rights are required by law.

Requests for documentation should be directed to the information
agent for the Offer:

     D.F. King & Co., Inc.
     Toll Free (888) 567-1626
     Telephone (212) 269-5550 for banks & brokerage firms

Questions regarding the tender offer and consent solicitation
should be directed to the dealer manager:

     Attention: Liability Management Group
     UBS Investment Bank
     U.S. Toll Free (888) 722-9555 x4210
     Telephone (203) 719-4210 (collect)

                   About Petroleum Helicopters

Headquartered in Lafayette, La., PHI --http://www.phihelico.com/
-- provides helicopter transportation and related services to the
oil and gas industry, air medical industry and others and also
provides third-party maintenance services to select customers.  
PHI's Common Stock is traded on The Nasdaq National Market System
(symbols PHII and PHIIK).

Petroleum Helicopters Inc.'s 9-3/8% Series B Senior Notes due 2009
carry Moody's Investors Service's B1 rating and Standard & Poor's
BB- rating.


PINNACLE CBO: Credit Quality Decline Cues Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service placed on watch for possible downgrade
the ratings of these classes of notes issued in 1997 by Pinnacle
CBO, Limited, a high yield and emerging markets collateralized
debt obligation issuer:

   * The $239,500,000 Senior Secured Fixed Rate Notes due 2009

     Prior Rating: A1
     Current Rating: A1, on watch for possible downgrade

   * The $56,000,000 Second Priority Senior Secured Fixed Rate
     Notes due 2009

     Prior Rating: Caa1
     Current Rating: Caa1, on watch for possible downgrade

The rating actions reflect the deterioration in the credit quality
of the transaction's underlying collateral portfolio, which
consists primarily of high yield and emerging markets securities,
the occurrence of asset defaults and par losses, and the continued
failure of certain collateral and structural tests, according to
Moody's.  As reported in the February 2006 trustee report, the
weighted average rating factor of the portfolio was 4216, compared
to the transaction's trigger level of 2450, the diversity score
was 7, compared to the trigger level of 32, the senior interest
coverage ratio was 126%, compared to the trigger level of 142%,
the subordinate overcollateralization ratio was 22%, compared to
the trigger level of 107%, and the subordinate interest coverage
ratio was 18.7%, compared to the transaction's trigger level of
113%.


QUEEN'S SEAPORT: Disclosure Hearing Scheduled for March 30
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on Mar. 30, 2005, to consider the adequacy
of information contained in Bandero, LLC's Disclosure Statement
explaining its Chapter 11 Plan of Reorganization for Queen's
Seaport Development, Inc.

                   Bandero Litigation

Bandero is a 24% shareholder of the Debtor, Joseph Prevratil owns
27% of the equity, and Paul Leevan owns a 49% stake.  Pursuant to
a phased ownership change agreement, Messrs. Prevratil and Leevan
sold Bandero the 24% slice of the equity for $2 million.  Messrs.
Prevratil and Leevan granted Bandero an option to purchase the
remaining 76% interest for an additional sum of $3 million and
further payment of $2 million upon proper exercise of the option.

The agreement also provided that the Debtor would receive
$1 million with respect to landside development rights and both
Bandero and the Debtor would both have the right to approve any
new developments.

Bandero disclosed that the Debtor contended:

    * that the consent of the City of Long Beach regarding the
      transfer of any interest of the Debtor in a lease agreement
      was never obtained; and

    * Bandero's option to purchase 76% of the Debtor's stock from
      Messrs. Prevratil and Leevan was never properly exercised.

The Debtor then commenced a litigation against Bandero seeking to
rescind the Bandero Agreement and avoid the transfer of $1 million
as a fraudulent conveyance.

                  Overview of the Plan

The Plan, Bandero relates, will be funded from the HP Gardena
Investors, LLC, New Value Fund and the Bandero New Value Fund.  
Bandero estimates that HPGI will be required to pay $8,680,458 on
the effective date.

                   Treatment of Claims

The County of Los Angeles' $76,535 secured claim will be in full
plus interest.  Upon payment, the Count of Los Angeles will
release its lien.

The secured of R.E. Loans, LLC, totaling $728,282 will be cured
and reinstated by HP Gardena Investors, LLC.  HPGI will pay R.E.
Loans' claim in full and assume liability for the claims.  
However, upon confirmation of the plan, R.E. Loans will be
prohibited from claiming a default or accelerating the loan on the
basis of:

    * cancellation of interests in the Debtor;

    * establishment of 76% of new interest in the Debtor in favor
      of HPGI; and

    * any transaction or event that occurred prior to the petition
      date constitues a default under the note and deed of trust.

Jacom Computer Services, Inc.'s secured claim of:

-- $675,478 regarding a judgment lien, and
-- $407,950 regarding a UCC-1 lien,

will be paid in full plus interest, by HPGI.  Upon payment,
Portfolio Financial Servicing Company will release the liens.

Bandero tells the Court that Sempra Energy Solutions holds a
secured claim of $390,500.  Under the plan, and to extent that the
Sempra Agreement is an executory contract, the Debtor will assume
that agreement all obligations due for the remaining term of the
agreement.  On the effective date, HPGI will pay the Sempra in
full and upon payment, Sempra will dismiss the Sempra Complaint.

International City Bank's secured will be paid in full by HPGI and
upon payment, International City Bank will release its lien.

Sunnycrest, Inc.'s secured claim of $114,383 will be paid in full
by HPGI and upon payment, International City Bank will release its
lien.

Other secured claims and priority claims will also be paid in full
by HPGI.

Unsecured claims will receive their pro rata distribution from the
$500,000 to be provided by HPGI.  Bandero estimates that unsecured
creditors will receive 50% of their total claims.

Messrs. Prevratil and Leevan's will get nothing under Bandero's
plan and their interests in the Debtor will be deemed cancelled
and void.

                   City of Long Beach's Claim

Under Bandero's Plan, the Debtor will assume its lease from the
City of Long Beach.  Bandero tells the Court that the City of Long
Beach filed a claim totaling $4,592,662 asserting prepetition
defaults of the Debtor.  The City of Long Beach also filed an
adversary proceeding judicial determination of the amount of the
claim and has obtained Court approval to intervene in the Bandero
Litigation.

Bandero tells the Court the pending resolution of the proceedings,
HPGI will establish a city cure reserve in an amount and manner
specified in the confirmation order.  If the reserve in
insufficient to pay the City's claim in full, then the deficiency
will paid on entry of the final order establishing the amount.

Depositing of the amount into the reserve will constitute a cure
for all defaults under the lease and within five days of HPGI
providing evidence of establishing the reserve, the City will
dismiss, with prejudice, its complaint in intervention in the
bandero litigation.

                  Claim of Adrian Waworuntu

Under the Plan, Mr. Waworuntu's $12,000,000 claim will be paid by
HPGI in an amount equal to the same percentage as that of
unsecured creditors. However, if:

    * Bandero's Plan is confirmed,

    * HPGI is issued 76% of the interests in the Debtor; and

    * Patrick Cheung and Vivian Chan select Option 1 Treatment for
      their claims, then Mr. Waworuntu may opt to:

Option 1: Mr. Waworuntu will enter into a settlement agreement
          with all parties to the Waworuntu Litigation and Bandero
          Litigation releasing all parties from any claim to the
          Development Rights of the Debtor and the dismissal of
          the two litigations.  In exchange:

            1. HPGI will transfer 25% of its interest in the
               Debtor to Cheng Cheng USA LLC, and

            2. Mr. Waworuntu will maintain his 25% membership in
               Cheng Cheng.

Option 2: Retain the right to litigate the Waworuntu Proof of
          Claim, Waworuntu Litigation and Bandero Litigation and
          when it becomes an allowed claim, be paid by HPGI in the
          same percentage as unsecured creditors.

                    Claim of Patrick Cheung

Bandero tells the Court that Mr. Cheung's $5,952,000 claim was
disallowed in its entirety on Oct. 7, 2005.  However Mr. Cheung is
a named plaintiff in the Waworuntu litigation and sought to
intervene in the Bandero litigation.

Under the Plan, Mr. Cheung claim will be paid by HPGI in an amount
equal to the same percentage as that of unsecured creditors.
However, if:

    * Bandero's Plan is confirmed,

    * HPGI is issued 76% of the interests in the Debtor; and

    * Mr. Waworuntu and Vivian Chan select Option 1 under their
      treatment, then Mr. Cheung may opt to:

Option 1: Enter into a settlement agreement with all parties to
          the Waworuntu Litigation and Bandero Litigation
          releasing all parties from any claim to the Development
          Rights of the Debtor and the dismissal of the two
          litigations.  In exchange:

            1. HPGI will transfer 25% of its interest in the
               Debtor to Cheng Cheng,

            2. Mr. Cheung will maintain his 7% membership in Cheng
               Cheng, and

            3. Bandero will transfer 3% of its interests in Cheng
               Cheng to Mr. Cheung.

Option 2: Retain the right to litigate the Waworuntu Proof of
          Claim, Waworuntu Litigation and Bandero Litigation and
          when it becomes an allowed claim, be paid by HPGI in the
          same percentage as unsecured creditors.

                     Claim of Vivian Chan

Bandero tells the Court that Ms. Chan's $1,728,000 claim was
disallowed in its entirety on Oct. 7, 2005.  However, Ms. Chan is
a named plaintiff in the Waworuntu litigation and sought to
intervene in the Bandero litigation.

Under the Plan, Ms. Chan claim will be paid by HPGI in an amount
equal to the same percentage as that of unsecured creditors.
However, if:

    * Bandero's Plan is confirmed,

    * HPGI is issued 76% of the interests in the Debtor; and

    * Mr. Waworuntu and Mr. Cheung select Option 1 under their
      treatment, then Ms. Chan may elect to:

Option 1: Enter into a settlement agreement with all parties to
          the Waworuntu Litigation and Bandero Litigation
          releasing all parties from any claim to the Development
          Rights of the Debtor and the dismissal of the two
          litigations.  In exchange:

            1. HPGI will transfer 25% of its interest in the
               Debtor to Cheng Cheng,

            2. Mr. Cheung will maintain her 3% membership in Cheng
               Cheng, and

            3. Bandero will transfer 3% of its interests in Cheng
               Cheng to Ms. Chan.

                      Cheng Cheng's Claim

Cheng Chen USA LLC has in interest in the Development Rights which
it acquired in a transaction with Bandero.  In the Bandero
Litigation, the Debtor has sought to avoid or void Cheng Cheng's
interest in the Development Rights.

Bandero tells the Court that if:

    * Bandero's Plan is confirmed,

    * HPGI is issued 76% of the interests in the Debtor; and

    * Mr. Waworuntu, Mr. Cheung and Ms. Chan, select Option 1
      under their treatment,

then Cheng Cheng will transfer its interests in the Development
Rights to the Debtor.  In exchange, the Debtor will enter into a
settlement agreement and dismiss the Bandero Litigation and HPGI
will transfer 25% of the interests in the Debtor to Cheng Cheng.

                Shareholder Interest of Bandero

Bandero tells the Court that it filed a proof of claim totaling
$1,632,382, which the Debtor has objected.  The Debtor, Bandero
relates, has also sought to avoid or void Cheng Cheng's interest
in the Development Rights.  Bandero holds an interest in the
Development Rights after acquiring it from the Debtor.  These two
actions are included in the Bandero Litigation.

Bandero tells the Court that if:

    * its Plan is confirmed,

    * HPGI is issued 76% of the interests in the Debtor; and

    * Mr. Waworuntu, Mr. Cheung and Ms. Chan, select Option 1
      under their treatment,

then it will contribute to the Bandero New Value Fund and
relinquish its secured proof of claim.  Bandero will then retain
its 24% interest in the Reorganized Debtor.

A full-text copy of Bandero, LLC's Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060327024727

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc. -- http://www.queenmary.com/-- operates the   
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005
(Bankr. C.D. Calif. Case No. 05-15175).  Joseph A. Eisenberg,
Esq., at Jeffer Mangles Butler & Marmaro LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


QUEEN'S SEAPORT: Has Until April 20 to Decide on Long Beach Lease
-----------------------------------------------------------------
Judge Vincent Zurzolo of the U.S. Bankruptcy Court for the Central
District of California extended until April 20, 2006, the period
within which the Queen's Seaport Development, Inc. can decide to
accept its lease with the City of Long Beach.

Harry Saltzgaver, writing for the Gazette Newspaper, reports that
the Debtor's bankruptcy filing last year stems from a conflict
with the City regarding rent credits that led to the City filing a
notice of default of lease payments.  The Debtor holds a long-term
lease on the ship and the surrounding 55 acres.  The nonprofit RMS
Foundation operates the ship, which is not in bankruptcy.

According to Mr. Saltzgaver, the Debtor has claimed rent credits
under a 2001 agreement that the City has said were improperly
applied.  The original $3.4 million discrepancy has grown to
nearly $5 million in the last year.

On March 23, 2006, a hearing is set asking Judge Zurzolo to issue
summary judgment regarding claims by minority stockholder Bandero,
LLC, against the Debtor.  Bandero partners assert they were sold
development rights to the property around the ship when they
purchased a 24% equity stake in the Debtor.  Joseph Prevratil, the
Debtor's CEO and president, said in an interview with Mr.
Saltzgaver, that Bandero only bought "a seat at the table" when
development was discussed.  

As reported in the Troubled Company Reporter on March 7, 2006, a
Court-ordered mediation will begin today among the Debtor, the
City, primary creditor Barney Ng, Bandero and the Creditor's
Committee representative.  A second mediation session is scheduled
March 31.

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc. -- http://www.queenmary.com/-- operates the  
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005
(Bankr. C.D. Calif. Case No. 05-15175).  Joseph A. Eisenberg,
Esq., at Jeffer Mangles Butler & Marmaro LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


RAPID LINK: January 31 Balance Sheet Upside-Down by $49.8 Million
-----------------------------------------------------------------
Rapid Link, Inc., fka Dial Thru International Corporation reported
its financial results for the quarter ended Jan. 31, 2006, to the
Securities and Exchange Commission on March 17, 2006.

                    Covenant Violations

Rapid Link says that it has violated certain requirements of its   
convertible debt agreements by failing to register its   
underlying securities and timely pay all principal and interest,
including payment in full on the maturity date of the notes,
either through  the issuance of common stock, or payment
in cash.  

Rapid Link's lenders have not declared a default and have allowed
the Company to continue to operate.  On June 1, 2005, the Company
and its third-party lenders agreed to amendments to its notes
payable  and convertible debenture agreements to extend the
maturity dates  to various times ranging from Nov. 26, 2006
through Feb. 29, 2008.

                     Quarterly Financials

For the three months ended Jan. 31, 2006, Rapid Link incurred a
$705,176 net loss on $1,986,112 of total revenues.  For the three
months ended Jan. 31, 2005, the Company incurred a $236,000 net
loss on $2,784,252 of total revenues.

At Jan. 31, 2006, Rapid Link balance sheet showed $3,256,577 in
total assets and $9,003,092 in total current liabilities.  The
Company's balance sheet shows $303,031 of convertible debentures
and $934,454 of convertible notes.  The Company reports a
$49,817,290 accumulated deficit at Jan. 31, 2006.

A full-text copy of Rapid Link's latest quarterly report is
available for free at http://ResearchArchives.com/t/s?6ff

                     Going Concern Doubt

KBA Group LLP expressed substantial doubt about Rapid Link,
Incorporated's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Oct. 31. 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses from continuing operations during each
of the last two fiscal years as well as working capital and
shareholders' deficits at Oct. 31, 2005.

                       About Rapid Link

Rapid Link, Inc., fka Dial Thru International Corporation --
http://www.rapidlink.com/-- provides value-added Voice over  
Internet Protocol (VoIP) communication services to customers, both
domestically and internationally.  Rapid Link is a niche market
provider that has focused on the US military and other key niche
markets through its proven, high-quality Internet telephony
products, services and infrastructure for service providers,
businesses and individuals worldwide.

As of Jan. 31, 2006, Rapid Link's balance sheet shows a $6,984,000
total shareholders' equity deficit, larger than the $6,278,824
equity deficit at Oct. 31, 2005.


REAL ESTATE: Moody's Rates $500,000 Class L Certificates at (P) B3
------------------------------------------------------------------
Moody's Investors Service assigned these provisional ratings to
certificates issued by Real Estate Asset Liquidity Trust
Commercial Mortgage Pass-Through Certificates, Series 2006-1:

   * (P) Aaa to the $215.0 million Class A-1 Certificates
     due December 2021,

   * (P) Aaa to the $142.4 million Class A-2 Certificates
     due December 2021,

   * (P) Aa2 to the $6.7 million Class B Certificates due
     December 2021,

   * (P) A2 to the $8.9 million Class C Certificates due
     December 2021,

   * (P) Baa2 to the $8.42 million Class D-1 Certificates due
     December 2021,

   * (P) Baa2 to the $0.001 million Class D-2 Certificates due
     December 2021,

   * (P) Baa3 to the $2.9 million Class E-1 Certificates due
     December 2021,

   * (P) Baa3 to the $0.001 million Class E-2 Certificates due
     December 2021,

   * (P) Ba1 to the $2.8 million Class F Certificates due
     December 2021,

   * (P) Ba2 to the $2.2 million Class G Certificates due
     December 2021,

   * (P) Ba3 to the $1.0 million Class H Certificates due
     December 2021,

   * (P) B1 to the $1.0 million Class J Certificates due
     December 2021,

   * (P) B2 to the $1.0 million Class K Certificates due
     December 2021,

   * (P) B3 to the $0.5 million Class L Certificates due
     December 2021,

   * (P) Aaa to the $395.2 million Class XP-1 Certificates due
     December 2021,

   * (P) Aaa to the $1.0 million Class XP-2 Certificates due
     December 2021,

   * (P) Aaa to the $395.2 million Class XC-1 Certificates due         
     December 2021, and

   * (P) Aaa to the $1.0 million Class XC-2 Certificates due
     December 2021.

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.  The ratings on the Certificates are also
based on the credit enhancement furnished by the subordinate
tranches and on the structural and legal integrity of the
transaction.

The pool's strengths include its high percentage of less risky
asset classes, recourse on 74.1% of the pool, the overall low
leverage and the creditor friendly legal environment in Canada.
Moody's concerns include the concentration of the pool, where the
top ten loans account for 58.6% of the total pool balance and the
existence of subordinated debt on 5.6% of the pool.  Moody's
beginning loan-to-value ratio was 79.1% on a weighted average
basis.


SABRELINER CORP: Debt Retired & Moody's Withdraws All Ratings
-------------------------------------------------------------
Moody's Investors Service withdrew all ratings assigned to
Sabreliner Corporation.

The ratings have been withdrawn due to the retirement of all rated
debt through the use of proceeds from the sale of its Midcoast
Aviation subsidiary to Swiss-based Jet Aviation Group.

These ratings have been withdrawn:

   * Senior secured credit facility of Caa1;

   * Senior unsecured notes of Ca;

   * Corporate Family Rating of Caa2.

Sabreliner Corp., headquartered in St. Louis, is a diversified
aviation services, maintenance and modification firm supporting
government and corporate aviation customers worldwide.


SAINT VINCENTS: Assumes University Place Lease
----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to assume their University Place Lease on
these terms:

   Landlord:           41 East 11th Street LLC

   Lease Renewal Term: Five years

   Annual Rent:        $453,200

   Use of Premises:    Office for Home Care Agency and
                       Community Medicine Practice

   Early Termination:  Nine months' notice to Landlord

   Sublet:             The Debtors may sublet, with Landlord's
                       consent not be unreasonably withheld, 49%
                       or less of the premises to four or less
                       subtenants.  However, if the Debtors are
                       able to sublet the entire premises to one
                       subtenant, the 49% limitation will not
                       apply.

The Official Committee of Unsecured Creditors had previously asked
the Bankruptcy Court to:

   (a) further reduce the notice of termination period to limit
       41 East LLC's potential administrative claim;

   (b) require 41 East LLC to mitigate any of its damages in the
       event that the Debtors terminate the University Place
       Lease; and

   (c) give the Debtors broad rights to sublet the premises.

The Committee had expressed reservations about the Debtors' option
to terminate the University Place Lease on two years and six
months' notice to 41 East 11th Street LLC.

Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, in New York,
asserts that the option could expose the Debtors to a potential
administrative claim of $1,131,000.

According to Mr. Bunin, the Committee has raised its concern with
the Debtors.  As a result, 41 East LLC has agreed to permit the
Debtors to terminate the University Place Lease on nine months'
notice.

Nevertheless, the Debtors' exposure to a potential administrative
claim is still $339,300, Mr. Bunin says.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Court Directs Former Broker to Produce Documents
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directs Willis of New York, Saint Vincents Catholic Medical
Centers of New York and its debtor-affiliates' former broker, to:

   (a) produce  certain documents requested by the Debtors; and

   (b) designate an individual with knowledge of the matters and
       produce that individual to be examined by the Debtors under
       oath.

Several medical malpractice claimants have sought copies of the
Debtors' excess insurance policies that may be applicable to their
asserted claims.  The Court previously indicated that subject to
confidentiality restrictions, the Debtors should provide copies of
the requested excess policies.

Willis maintained the excess policies over the course of its
relationship with the Debtors.  Thus, the Debtors believe that the
excess policies, their copies or, the actual policy numbers are in
Willis' custody and possession.

Andrew M. Troop, Esq., AT Weil, Gotshal & Manges LLP, in New York,
tells the Court that the Debtors have asked Willis to produce
either original versions or copies of the policies or
alternatively, the policy reference numbers.  However, Willis did
not respond.

In December 2005, due to independent business reasons, the Debtors
replaced Willis with another broker.  Willis alleged that the
Debtors owe it $150,000 to $300,000 for postpetition services
relating to the acquisition of reinsurance and the establishment
of their non-debtor New York captive insurance company.

The Debtors dispute that any amount is owed to Willis.

Mr. Troop contends that even if amounts are due to Willis, there
is no basis on which it can withhold the requested information
with respect to prepetition insurance policies for which the
Debtors previously paid.  The information is not privileged nor
reflect work performed by Willis for which it was not paid.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the    
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SEA CONTAINERS: S&P Downgrades Corporate Credit Rating to CCC+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers Ltd., including lowering the corporate credit rating
to 'CCC+' from 'B+'.  All ratings remain on CreditWatch with
negative implications; ratings were initially placed on
CreditWatch on Aug. 25, 2005, and subsequently lowered to the
'B+' level on Feb. 16, 2006.
     
The company has hired financial advisors and is evaluating an
appropriate financial structure for the company.  The company also
announced that it will exit its ferry businesses completely, which
will result in a non-cash, pretax impairment charge of
approximately $500 million to be taken in the fourth quarter of
2005, significantly higher than the previously expected $138
million.  The charge will reduce Sea Containers' net worth by
approximately $475 million, and result in noncompliance with
certain net worth covenants in certain of its bank agreements.  
Sea Containers is currently in discussions with the bank lenders
regarding covenant waivers or amendments.  As a result, its 2005
10-K financial filing will be delayed to allow adequate time to
resolve the bank covenant issues and finalize accounting matters.
      
"The downgrade is based on heightened uncertainty regarding
continued debt service after management stated that it was
evaluating 'all options' for Sea Containers' financial structure,"
said Standard & Poor's credit analyst Betsy Snyder.  "Although Sea
Containers currently has $250 million to $300 million of cash, and
expects proceeds from sales of the ferry operations sufficient to
pay off associated debt, cash flow from the company's continuing
operations [GNER, its U.K. railroad franchise, and its marine
cargo container leasing business] could prove insufficient to
service remaining debt," the analyst continued.

If the company were to default on debt payments or to undertake an
exchange of existing debt that Standard & Poor's considered to be
a distressed exchange, ratings would be lowered to 'D' or 'SD'
(selective default).  
     
Ratings reflect a relatively weak financial profile, even after
the planned divestiture of Sea Containers' unprofitable ferry
operations, expected to occur in 2006.  However, the company does
benefit from fairly strong competitive positions in its two major
remaining businesses:

   * GNER (Great North Eastern Railway, a passenger rail line
     between London and Scotland); and

   * marine cargo container leasing.

Sale of the Silja assets, which account for approximately 75% of
the ferry assets, is expected to occur in the second quarter of
2006, with the second round of bids due shortly.  The timing and
proceeds from sale of the other ferry assets are more uncertain,
although their sale is expected to occur by the end of 2006.
     
Standard & Poor's will monitor:

   * the potential financial restructuring of the company;

   * progress on the sale of the ferry operations;

   * progress on waivers or amendments on the covenants in the
     bank facilities; and

   * resolution of the arbitration with General Electric to
     resolve the CreditWatch.


SEQUA CORP: S&P Affirms BB- Rating & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Sequa
Corp. to stable from negative.  At the same time, Standard &
Poor's affirmed its ratings, including the 'BB-' corporate credit
rating, on the diversified aviation support services provider.
About $900 million of debt is outstanding.
      
"The outlook revision is based on improving profitability, with
further gains expected, aided by generally healthy economic
conditions and the continued recovery in the global airline
industry," said Standard & Poor's credit analyst Roman Szuper.
"This, coupled with anticipated debt reduction, should strengthen
key credit protection measures to levels appropriate for the
rating in the intermediate term."
     
The ratings on New York, New York-based Sequa reflect an overall
subpar financial profile and exposure to the cyclical airline
industry.  Those factors are partly offset by the firm's adequate
liquidity and major positions in several niche markets.
     
Debt to EBITDA is currently relatively high, at around 4.5x, with
funds from operations to debt in the low-teens percent area and
EBITDA interest coverage about 2.75x.  Standard & Poor's expects
gradual strengthening in those measures to 3.5x-4.0x and 3.0x-
3.25x, respectively, in the intermediate term, as earnings improve
and debt is reduced from excess cash on hand and internally
generated funds.  Debt to capital, in the mid-50% area, is already
consistent with the rating.
     
The continued recovery in the global airline industry, generally
healthy economic conditions, and sufficient liquidity should
support Sequa's upward trending financial performance to levels
appropriate for the ratings.  An outlook revision to negative
could occur if renewed problems in the airline industry, coupled
with a weaker economy, cause the company's revenue and profit
improvement to stall.  The outlook revision to positive is not
likely, at least in the near term.


SOLUTIA INC: Court Approves DIP Loan Increase & Term Extension
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York approved the fourth amendment to Solutia Inc. and its
debtor-affiliates' DIP Credit Agreement.  The Fourth Amendment
provides, among other things, extension of the DIP Agreement
until March 31, 2007.

As reported in the Troubled Company Reporter on Mar. 2, 2006, the
Fourth Amendment inked among the Debtors and Citigroup Global
Markets Inc., on behalf of Citigroup -- CGMI, Citibank, N.A.,
CUSA, and Citicorp North America, Inc., provide for:

    (a) the Debtors to (i) borrow an additional $300 million in
        Tranche B Term Loans and (ii) convert $50 million in
        existing Tranche A Term Loans into Tranche B Term Loans,

    (b) an extension of the term of the DIP Agreement to
        March 31, 2007,

    (c) an increase of certain thresholds that allow the Loan
        Parties to retain more of the proceeds from certain
        dispositions and other extraordinary receipts,

    (d) the approval of the disposition of certain assets of the
        Loan Parties,

    (e) the refinancing of, and certain amendments to, the Euro
        Notes,

    (f) an amendment of certain financial and other covenants, and

    (g) other miscellaneous modifications.

Solutia has received a fully underwritten commitment from
Citigroup Global Markets Inc. for the financing to be provided
under the Fourth Amendment.

The $825,000,000 Amended Superpriority Senior Secured Financing
Facility will consist of:

    -- $175,000,000 revolving credit facility with a
    -- $150,000,000 letter of credit sublimit and a
    -- $650,000,000 Term Loan B

The Debtors covenant with the Lenders that Consolidated EBITDA
will be no less than:

       Twelve-Month Period Ended     Minimum Consolidated EBITDA
       -------------------------     ----------------------------
       March 31, 2006                        $120,800,000
       April 30, 2006                        $124,300,000
       May 31, 2006                          $127,000,000
       June 30, 2006                         $125,400,000
       July 31, 2006                         $124,400,000
       August 31, 2006                       $134,700,000
       September 30, 2006                    $135,800,000
       October 31, 2006                      $148,900,000
       November 30, 2006                     $151,900,000
       December 31, 2006                     $157,500,000
       January 31, 2007                      $153,000,000
       February 28, 2007                     $151,100,000

Citigroup is represented by Skadden Arps Slate Meagher & Flom
LLP.

A full-text copy of the Commitment Letter is available for free
at http://ResearchArchives.com/t/s?5f5

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Water Works Won't Assert $30 Million Claim
-------------------------------------------------------
Pharmacia Corporation and the Water Works and Sewer Board of the
City of Anniston engaged in further negotiations with respect to
their Settlement Agreement dated December 24, 2004, with Solutia,
Inc., regarding the expansion of the Choccolocco Creek Wastewater
Treatment Plant in Calhoun County, Alabama.

The negotiations resulted in modifications to the Settlement
Agreement.

The U.S. Bankruptcy Court for the Southern District of New York
approved the amendments and additions to the Settlement Agreement
with Pharmacia and Water Works, at Solutia's behest.

The amended Settlement Agreement provides that Pharmacia will pay
$500,000 to Water Works in connection with the Expansion Project.
The payment will be made in two installments:

    * the first $250,000 will be paid 5 days after effective date
      of the Settlement Agreement; and

    * the second $250,000 will paid upon completion of the
      Choccolocco Creek Wastewater Treatment Plant Expansion
      Project.

In addition, the parties agree to:

    (1) the withdrawal of Water Works' proof of claim for
        $30,000,000 against Solutia;

    (2) Pharmacia's assignment of its obligations under the
        Settlement Agreement to Solutia; and

    (3) a Covenant Not To Sue and Tolling Agreement, which states
        that:

        * the parties will not sue or take adverse actions against
          each other with respect to any claims relating to PCBs
          at the Treatment Plant; and

        * any statutes of limitations with respect to the actions
          will be tolled.

A full-text copy of the Amended Settlement Agreement is available
for free at http://ResearchArchives.com/t/s?6f0    

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA INC: Equity Panel's Report on Monsanto Case Draws Fire
--------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in the
chapter 11 cases of Solutia Inc. and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the Southern District
of New York its status report to apprise the Court of the
background, substance and significant impact on the Debtors' cases
of the outcome of its adversary proceeding against Pharmacia
Corporation and Monsanto Company.

The premise of the Complaint is that the 1997 spin-off of Solutia
by Pharmacia Corporation (Old Monsanto) was a fraudulent transfer
in that the original Monsanto Company forced Solutia to take on
excessive liabilities and insufficient assets, such that Solutia
was destined to fail from its inception.

A full-text copy of the 14-page Status Report is available for
free at http://bankrupt.com/misc/solutia_equitystatusreport.pdf

The Equity Committee also presented to the Court a preliminary
legacy environmental liabilities report.  A copy of that report
isn't publicly available.

Craig A. Barbarosh, Esq., at Pillsbury Winthrop Shaw Pittman LLP,
in New York, tells the Court that the Equity Committee found
Solutia was undercapitalized at the time of the Spin-off, thus
explaining why Solutia's failure was unavoidable in light its
initial undercapitalization.

Since the Spin-off, Solutia has paid substantially more to
address its Legacy Liability indemnity obligations than what
Pharmacia has represented, Mr. Barbarosh points out.

Hence, Mr. Barbarosh argues that Pharmacia and Monsanto should
not be allowed to extract any more from Solutia and its
shareholders under the Legacy Liability indemnity than the
economic risk portrayed in the rosy (but false) picture that
Pharmacia painted for investors in 1997.

The Equity Committee believes that an overview of the results of
the its Adversary Proceeding is critical for the Court's
evaluation and analysis of the Debtors' Plan of Reorganization
and accompanying Disclosure Statement, because the Plan purports
to settle the Equity Committee Adversary Proceeding for a tiny
fraction of its real value.

Mr. Barbarosh argues that the Global Settlement cannot survive
scrutiny under Rule 9019 of the Federal Rules of Bankruptcy
Procedure.  A Plan based on the Global Settlement cannot satisfy
the standards for confirmation under the Bankruptcy Code either,
he adds.

Mr. Barbarosh asserts there is sufficient evidence of the
potential liability of Pharmacia and Monsanto for claims made in
the Equity Committee Adversary Proceeding to require the Court to
reject the Global Settlement and allow the Equity Committee to
prosecute its Adversary Proceeding against Pharmacia and
Monsanto.

To fully explore the Equity Committee's challenge to the Debtor's
Disclosure Statement and Plan, Mr. Barbarosh says it is critical
to seek written discovery addressed to the Debtors, Pharmacia,
Monsanto and the Official Committee of Unsecured Creditors, and
depositions of the corporations.

Mr. Barbarosh contends that the discovery should be completed
before the Court conducts a hearing to consider the adequacy of
the Disclosure Statement.

            Pharmacia, Monsanto and Creditors Committee
               Seeks Protective Order from Discovery

Pursuant to its Status Report on its Adversary Proceeding, the
Equity Committee served discovery requests to Pharmacia, Monsanto
and the Official Committee of Unsecured Creditors, seeking
information related to the Debtors' Plan of Reorganization and
the 1997 Spin-off transaction and the assumed liabilities as part
of the Spin-off.

Pharmacia, Monsanto and the Creditors' Committee assert that the
Court should not permit the Equity Committee's discovery to
proceed because there is no contested matter before the Court to
trigger the discovery provisions of the Bankruptcy Rules and the
Federal Rules.

In addition, Pharmacia, Monsanto and the Creditors' Committee
note that any discovery will require the Debtors' and other Plan
proponents' participation.  "The estates and the nondebtor
proponents of the plan risk incurring significant time and
expenses in complying with discovery for a plan that has not yet
been approved for solicitation and objected to by parties in
interest."

Pharmacia, Monsanto and the Creditors' Committee anticipate that
Solutia will request a discovery schedule at an appropriate time.

Furthermore, Pharmacia, Monsanto and the Creditors' Committee
point out, the Equity Committee already had access to informal
discovery relating to the Plan and the Spin-off.

The Equity Committee's insistence on discovery now represents
nothing more than an effort to be disruptive of the confirmation
process in the hopes of extracting value for a constituency that
is out of the money, Pharmacia, Monsanto and the Creditors'
Committee argue.

Thus, Pharmacia, Monsanto and the Creditors' Committee ask the
Court for a protective order prohibiting the Equity Committee
from proceeding with the Discovery Requests, or alternatively,
staying the Equity Committee's Discovery Requests until the Court
enters an appropriate order setting forth a discovery schedule
relating to the plan.

                       Strike Status Report,
                Debtors and Creditors Committee Say

The Debtors, joined by the Creditors Committee, point out that
this is the second time in their Chapter 11 cases that the Equity
Committee filed a pleading without seeking, as required, leave of
the Court.

The Equity Committee has obviously ignored the rules and filed a
pleading with the Court that does not ask for any relief and does
not respond to any motion, Jonathan S. Henes, Esq., at Kirkland &
Ellis LLP, in New York, asserts.

Mr. Henes argues that the so-called "status report" is in reality
an advocacy piece that is an unabashed and irresponsible attempt
to mislead the Court and other constituents in the Debtors'
Chapter 11 cases regarding the Plan and the Equity Committee
Adversary Proceeding.

Mr. Henes contends that the Equity Committee's action raises
serious and significant concerns that put the Debtors'
reorganization efforts at risk.

Accordingly, the Debtors ask the Court to strike the Status
Report from the docket and records for all purposes, and schedule
a status conference to determine whether a scheduling order or
alternative procedure should be implemented to protect the
integrity of the Plan process and their chapter 11 cases.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 57;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTHERN UNION: Board Declares Cash Dividend on Common Stock
------------------------------------------------------------
The Board of Directors of Southern Union Company (NYSE:SUG) has
approved its first regular quarterly cash dividend of $0.10 per
share on the Company's common stock.  The dividend is payable on
April 14, 2006, to holders of record at the close of business on
March 31, 2006.

The dividend payable to participants in the Company's Direct Stock
Purchase Plan will automatically be reinvested in accordance with
the terms of the Plan, while all other registered and beneficial
shareholders will receive a cash payment.  The Company is in the
process of amending the Plan to allow participants the choice of
receiving the cash dividend or reinvesting the full dividend.  The
Company also expects to make available by the second quarter's
dividend payment a reinvestment option for all registered
shareholders.

Southern Union Company -- http://www.sug.com/-- is
engaged primarily in the transportation, storage and distribution
of natural gas.  Through Panhandle Energy, the Company owns and
operates 100% of Panhandle Eastern Pipe Line Company, Trunkline
Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage
Company and Trunkline LNG Company - one of North America's largest
liquefied natural gas import terminals.  Through CCE Holdings,
LLC, Southern Union also owns a 50% interest in and operates the
CrossCountry Energy pipelines, which include 100% of Transwestern
Pipeline Company and 50% of Citrus Corp.  Citrus Corp. owns 100%
of the Florida Gas Transmission pipeline system.  Southern Union's
pipeline interests operate approximately 18,000 miles of
interstate pipelines that transport natural gas from the San Juan,
Anadarko and Permian Basins, the Rockies, the Gulf of Mexico,
Mobile Bay, South Texas and the Panhandle regions of Texas and
Oklahoma to major markets in the Southeast, West, Midwest and
Great Lakes region.  Through its local distribution companies,
Missouri Gas Energy, PG Energy and New England Gas Company,
Southern Union also serves approximately one million natural gas
end-user customers in Missouri, Pennsylvania, Rhode Island and
Massachusetts.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Moody's Investors Service confirmed the Baa3 senior unsecured debt
ratings of Southern Union Company with negative outlook and its
transportation and storage subsidiary, Panhandle Eastern Pipe Line
Company, LLC, with stable outlook.  Moody's also confirmed the Ba2
rating on Southern Union Company's non-cumulative perpetual
preferred securities.  These ratings concluded a review for
possible downgrade initiated by Moody's on December 19, 2005,
following the company's announcement to acquire Sid Richardson
Energy Services Co., a gas gathering and processing company based
in Fort Worth, Texas, for $1.6 billion.


SPEEDY TRACK: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Speedy Track, Inc.
        dba Tigermart #15
        103 Main Street
        Gun Barrel City, Texas 75147

Bankruptcy Case No.: 06-31239

Chapter 11 Petition Date: March 27, 2006

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591
                  Fax: (972) 991-5788

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Washington Mutual                Equipment           $1,915,000
P.O. Box 60150
Los Angeles, CA 90060

Zion Bank                                              $195,000
P.O. Box 26304
Salt Lake City, UT 84126-0304

RETax Funding, L.P.              Loan                   $19,705
Hance Scarborough Wright
Finsberg B
750 Signature Place
14785 Preston Road
Dallas, TX 75254

IRS                                                     $15,000

Kaufman County                                          $12,000
Tax Assessor

CD Hartnett Company                                      $7,500

Henderson ISD                                            $6,000

Twin Distributing, Inc.                                  $3,243

Krispy Kreme Doughnut Corp.                              $3,037


STELCO INC: Posts $120 Million Net Loss in 2005 Fourth Quarter
--------------------------------------------------------------
Stelco Inc. released its 2005 Audited Consolidated Financial
Statements together with Management's Discussion and Analysis,
which outlines the Corporation's financial results and condition.

The results reported include certain discontinued operations of
the Corporation.  During 2005 all of the non-core businesses in
the Mini-mill and Manufactured Products segments were sold or
committed to be sold in whole or in part.  As a result, these
business units were characterized as discontinued operations.   
Previously reported financial results have been restated to
isolate their income statement and cash flow activities from the
continuing operations of the Corporation.  In addition, their
assets and liabilities have been presented as held for sale.

                            Net Loss

For the year ended Dec. 31, 2005, Stelco reported a net loss of
$73 million, including a $64 million net loss from discontinued
operations.  This compares with restated net earnings of
$64 million for the year ended Dec. 31, 2004, which included
net earnings of $30 million from discontinued operations.

For the fourth quarter of 2005, Stelco reported a net loss of
$120 million, including a $53 million net loss from discontinued
operations.  During this period the continuing operations recorded
production of 982,000 semi-finished tons and shipments of 888,000
tons.  For the fourth quarter of 2004 Stelco had restated net
earnings of $1 million, which included a net loss of $20 million
from discontinued operations, on production of 1,115,000 semi-
finished tons and shipments of 881,000 tons from continuing
operations.

                 Cash from Continuing Operations

Cash consumed from continuing operations for 2005 amounted to
$23 million compared to $69 million generated in 2004.  Major
elements of cash consumption in 2005 included:

     * $154 million usage for capital expenditures,

     * $17 million used for the repayment of non-Applicant long-
       term debt,

     * $124 million generated from cash earnings before working
       capital changes, and

     * $23 million generated from gross proceeds on the sale of
       Camrose Pipe.

As at Dec. 31, 2005, Stelco's continuing operations net liquidity
stood at $254 million.  Cash, cash equivalents and restricted cash
totaled $42 million.  Available lines of credit stood at $403
million.  And lines of credit drawn down totaled $191 million.  
Net short-term debt for continuing operations decreased from $152
million as at Dec. 31, 2004 to $149 million as at Dec. 31, 2005.

                           CEO Comment

Courtney Pratt, Stelco's President and Chief Executive Officer,
said, "The past year was one of transition for Stelco.  The bottom
line results were recorded in the context of much more positive
developments that bode well for the Company's future.  These
included the achievement of a consensual restructuring plan, the
conclusion of agreements to place the pension plans on a sound
financial footing, the sale of non-core assets, the announcement
of a contribution by the federal government to the funding of our
electricity cogeneration projects, and the ratification of a new
collective bargaining agreement at Lake Erie.

                          About Stelco

Stelco is expected to emerge from its Court-supervised
restructuring on March 31, 2006.  At that time, new common shares
will be issued under the approved restructuring plan and are
expected to begin trading on the TSX on April 3, 2006, subject to
certain conditions.

Stelco, Inc. -- http://www.stelco.ca/-- is a large, diversified   
steel producer.  Stelco is involved in all major segments of the
steel industry through its integrated steel business, mini-mills,
and manufactured products businesses.  The company is currently in
the final stages of a Court-supervised restructuring.  This
process is designed to establish the Company as a viable and
competitive producer for the long term.  The new Stelco will be
focused on its Ontario-based integrated steel business located in
Hamilton and in Nanticoke.  These operations produce high quality
value-added hot rolled, cold rolled, coated sheet and bar
products.

In early 2004, after a thorough financial and strategic review,
Stelco concluded that it faced a serious viability issue.  The
Corporation incurred significant operating and cash losses in 2003
and believed that it would have exhausted available sources of
liquidity before the end of 2004 if it did not obtain legal
protection and other benefits provided by a Court-supervised
restructuring process.  Accordingly, on Jan. 29, 2004, Stelco and
certain related entities filed for protection under the Companies'
Creditors Arrangement Act.

The Court extended the stay period under Stelco's Court-supervised
restructuring from Dec. 12, 2005, until March 31, 2006.


STILLMAN LOFTS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stillman Lofts II
        113 Stillman Street
        San Francisco, California 94107
        Tel: (415) 227-4780

Bankruptcy Case No.: 06-30195

Chapter 11 Petition Date: March 27, 2006

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Iain A. Macdonald, Esq.
                  Law Offices of Macdonald and Associates
                  2 Embarcadero Center #1670
                  San Francisco, California 94111-3930
                  Tel: (415) 362-0449
                  Fax: (415) 394-5544

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 4 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dayco Funding Group              Mortgage on 113     $2,400,000
4751 Wilshire Boulevard          Stillman Street
Los Angeles, CA 90010            San Francisco, CA

Victor Lee                                             $350,000
701 Fremont Villas
Los Angeles, CA 90042

Agustin Rosas-Maxemim                                  $250,000
113 Stillman Street
San Francisco, CA 94107

City and County of San Francisco                        $78,000
Tax Collector


TKO SPORTS: Hires Paul Keul of Deloitte & Touche as Accountant
--------------------------------------------------------------
TKO SPorts Group USA, Limited sought and obtained authority from
the U.S. Bankruptcy Court for the Southern District of Texas to
employ Paul Keul of Deloitte & Touche, LLP, as its accountant.

Mr. Keul will prepare and file federal and state tax returns and
any associated filing required to be filed by the Debtor for the
tax year 2004.

Mr. Keul tells the Court that he will bill $500 per hour for this
engagement and has received a $10,000 retainer.

The Debtor tells the Court that the Firm holds a $17,594 general
unsecured claim but assures the Court that the limited engagement
will not be detrimental to its estate.

Headquartered in Houston, Texas, TKO Sports Group USA Limited,
a/k/a TKO Sports Group, Inc. -- http://www.strengthtko.com/--  
manufactures sporting goods and fitness equipment.  The Company
filed for chapter 11 protection on Oct. 11, 2005 (Bankr. S.D. Tex.
Case No. 05-48509).  Edward L. Rothberg, Esq., at Weycer, Kaplan,
Pulaski & Zuber, P.C., represents the Debtor in its restructuring
efforts.  Andrew I. Silfen, Esq., and Schuyler G. Carroll, Esq.,
at Arent Fox, PLLC, represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it listed $8,193,809 in assets and $10,571,610 in
debts.


TRM CORP: Jeffrey F. Brotman Elected as Interim President & CEO
---------------------------------------------------------------
Jeffrey F. Brotman was appointed as interim President and Chief
Executive Officer for TRM Corporation (NASDAQ: TRMM) and was
elected to the company's Board of Directors.

Mr. Brotman replaces Kenneth L. Tepper, who left the company for
personal reasons.  Mr. Tepper will remain available to the company
on a consulting basis for a period up to 12 months.

Mr. Brotman has been the President and managing member of
Ledgewood, a Philadelphia based law firm.  In addition to his
legal practice, he has been a certified public accountant and has
taught accounting at the University of Pennsylvania Law School
since 1990.

"Jeff's knowledge of TRM, as one of its attorneys for several
years, his leadership qualities, and his expertise in accounting,
financial and transactional matters, makes him particularly suited
to lead the Company at this time," Daniel G. Cohen, the Chairman
of TRM's Board of Directors, said.

Headquartered in Portland, Oregon, TRM Corporation --
http://www.trm.com/-- is a consumer services company that
provides convenience ATM and photocopying services in high-traffic
consumer environments.  TRM's ATM and copier customer base has
grown to over 35,000 retailers throughout the United States and
over 46,200 locations worldwide, including 6,400 locations across
the United Kingdom and over 4,900 locations in Canada.  TRM
operates one of the largest multi-national ATM networks in the
world, with over 22,000 locations deployed throughout the United
States, Canada, Great Britain, including Northern Ireland and
Germany.

                             *   *   *

As reported in the Troubled Company Reporter on Mar. 23, 2006,
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 reflected the weakened status of the
company's loan agreement as outlined in its forbearance agreement
and amendment with its bank group.

As reported in the Troubled Company Reporter on Mar. 23, 2006,
Moody's Investors Service downgraded the corporate family rating
of TRM Corporation to Caa1 from B2 and assigned a negative
outlook.


US MICROBICS: Posts $6.4MM Total Shareholders' Deficit in FY 2005
-----------------------------------------------------------------
U.S. Microbics, Inc.'s revenues for fiscal year ended Sept. 30,
2005, increased 186% to $1,199,334, from $419,318 during the
fiscal year ended Sept. 30, 2004, while the Company's net loss for
the period decreased to $2,997,661 from $4,041,046 in the fiscal
year ended 2004.  

The Company's selling, general and administrative expenses for the
fiscal year ended 2005 totaled $3,707,426 compared to $4,937,649
in the fiscal year ended 2004.

For the fiscal year ended 2005, the Company's interest expense is
$133,198, compared to $169,361 for fiscal year 2004.  According to
the Company, the decrease in interest expense of $36,163 was due
primarily to a decrease in outstanding notes payable.

                Liquidity and Capital Resources

The Company's cash and cash equivalents totaled $108,498 on
Sept. 30, 2005, compared to $38,699 for the prior fiscal year
ended Sept. 30, 2004.

During the fiscal year ended 2005, net cash used by the Company's
operating activities totaled $(1,946,995) compared to $(2,338,515)
for the fiscal year ended 2004.

Net cash provided by the Company's financing activities for the
fiscal year ended 2005 totaled $2,041,206, compared to $2,351,793
for the prior fiscal year.

The Company's net working capital was a negative $1,381,177 as of
Sept. 30, 2005, and negative $1,609,690 as of Sept. 30, 2004,
which is a 14.2% decrease.

The Company's total shareholders' deficit increased to $6,450,519
during the fiscal year ended 2005 from $5,223,835 for the fiscal
year ended 2004, or an increase of $1,226,684.  

The increase, the Company says, was the result of a net loss of
approximately $2,997,661 less increases resulting from issuance of
common stock and stock options in exchange for services of
$577,739, issuance of common stock and stock options in settlement
of notes payable and accrued expenses of $40,579, issuance of
common stock and stock options for employee compensation of
$25,500, issuance of common stock in private placement and through
equity and other increases net of $140,000.

                       About U.S. Microbics

Headquartered in Carlsbad, California, U.S. Microbics, Inc. --
http://www.bugsatwork.com/-- is a business development and  
holding company that acquires, develops and deploys innovative
environmental technologies for soil, groundwater and carbon
remediation, air pollution reduction, modular drinking water
systems and agriculture enhancement.


VALENTINE PAPER: Disclosure Hearing Scheduled for April 25
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
will convene a hearing on at 10:00 a.m. on Apr. 25, 2006, to
consider the adequacy of information contained in the Disclosure
Statement explaining Valentine Paper, Inc.'s Chapter 11 Plan of
Reorganization.

Objections to the Plan, if any, must be in writing and filed with
the Court by Apr. 18, 2006.

                      Overview of the Plan

The Debtor tells the Court that to the Plan and a Liquidating
Trust Agreement, a trust will be created for the purposes of
liquidating the assets of the Debtor and satisfying claims against
the Debtor.

                      Treatment of Claims

Under the Plan, Administrative Claim and Priority Tax Claims will
be paid in full.

Holder of the Note Acquisition Residual Claim will be entitled to
funds remaining in the Escrow Account.  The Debtor tells the Court
that as agreed between the Debtor, the Official Committee of
Unsecured Creditors and the Noteholder, there will be no
deficiency claim.

Priority Non-Tax Claims will receive their pro-rate share of the
cash distribution from cash held by the Liquidating Trustee after
payment of priority claims.

Holders of Unsecured Claims will receive their pro-rate share of
the cash distribution from cash held by the Liquidating Trustee
after payment of all other claims.

Holders of Equity Interests in the Debtor will receive nothing
under plan and those interests will be extinguished.

A full text copy of the Debtor's disclosure statement explaining
its chapter 11 plan of reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060327023800

                      About Valentine Paper

Headquartered in Lockport, Louisiana, Valentine Paper, Inc. --
http://www.valentinepaper.com/-- produces technical and specialty
papers.  The Company filed for chapter 11 protection on June 6,
2005 (Bankr. E.D. La. Case No. 05-14659).  David F. Waguespack,
Esq., at Lemle & Kelleher, L.L.P., represents the Debtor in its
restructuring efforts.  C. Davin Boldissar, Esq., at Locke,
Liddell & Sapp LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and debts between $10 million and $50 million.


VERTIS INC: Increasing Debt Burden Cues Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family rating
of Vertis, Inc., to Caa1 from B3 and changed the rating outlook to
stable from negative.  Details of the rating action are as
follows:

Ratings downgraded:

   * $349 million 10.875% senior notes due 2009
     -- to Caa2 from Caa1

   * $286 million 13 1/2% senior subordinated notes due 2009
     -- to Caa3 from Caa2

   * Corporate Family rating -- to Caa1 from B3

Rating affirmed:

   * $345 million 9 3/4% senior secured second lien
     notes due 2009 -- B3

The ratings outlook is changed to stable from negative.

The ratings downgrade reflects the company's continuing free cash
flow losses and its increasing debt burden which will likely
continue to reduce liquidity and elevate the company's already
high leverage.

The change in outlook to stable recognizes a recent moderation in
Vertis' top line decline, and the recent improvement in EBITDA
which has resulted from continuing cost cutting initiatives and
the sale of its loss-making UK business.

Ratings continue to reflect the vulnerability of Vertis' business
upon the highly competitive print insert business and the limited
prospects of a rebound in market spending on printed insert
advertising.

The affirmation of the B3 second lien notes rating reflects
Moody's view that second lien debt holders face adequate recovery
prospects in a downside scenario.

Vertis, Inc., a leading provider of integrated advertising
products and marketing services, recorded fiscal 2005 revenues of
$1.5 billion.  The company is headquartered in Baltimore,
Maryland.


VERTIS INC: Earns $10.3 Million in 4th Quarter 2005
---------------------------------------------------
Vertis, Inc.'s net sales amounted to $414.8 million in the fourth
quarter of 2005 versus $415.9 million in the fourth quarter of
2004.  During the quarter, the Company changed its revenue
recognition policy, which had the effect of lowering net sales by
$12.7 million.  

In addition, the Company's EBITDA amounted to $60.9 million in
2005 versus $54.4 million in 2004.  

The Company's revenue recognition accounting change lowered net
sales in Advertising Inserts by $7.4 million and lowered net sales
in Direct Mail by $5.3 million.  The Company also changed its
accounting for maintenance parts, resulting in an increase in
EBITDA of $6.2 million.

Including net losses of $1.5 million in 2005 and $6.3 million in
2004 from discontinued operations, the Company's net income for
the fourth quarter is $10.3 million versus a net loss of $2.6
million in the fourth quarter of 2004.

Commenting on the fourth quarter, Dean D. Durbin, president and
chief executive officer, stated, "The fourth quarter represents
the third consecutive period of quarter-over-quarter EBITDA
growth.  Our Direct Mail, Premedia and Technology businesses
performed well in the quarter.  Our insert team continued to
manage controllable spending, which is critical given the
difficult market conditions facing this portion of the advertising
market."

For the year ended Dec. 31, 2005, the Company's net sales amounted
to $1.5 billion, an increase of $3.4 million, and its
EBITDA amounted to $162.7 million compared to $133.4 million in
2004.

                     Discontinued Operations

The full year loss from the Company's discontinued operations is
$148.8 million in 2005 and $10.2 million in 2004.  The 2005 loss,
the Company notes, includes non-cash charges of $136.2 million in
asset impairment charges and charges to write-down the carrying
amount of long-lived assets and a loss on the sale of
approximately $1.6 million on proceeds of $2.4 million.

                          About Vertis

Headquartered in Baltimore, Maryland, Vertis, Inc. --
http://www.vertisinc.com/-- is the premier provider of targeted  
advertising, media and marketing services.  Its products and
services include consumer research, audience targeting, media
planning and placement, creative services and workflow management,
targeted advertising inserts, direct mail, interactive marketing,
packaging solutions, and digital one-to-one marketing and
fulfillment.  With facilities throughout the U.S., Vertis combines
technology, creative resources and innovative production to serve
the targeted marketing needs of companies worldwide.

                          *     *     *

On March 23, 2006, Moody's lowered three Vertis, Inc. ratings by
one notch each with a stable outlook:

  * LT Corp Family Rating -- Caa1 from B3
  * Senior unsecured debt -- Caa2 from Caa1
  * Senior subordinate    -- Caa3 from Caa2

Moody's retained the Company's senior secured debt rating at B3,
which it placed on March 24, 2005.

Standard & Poor's assigned the Company's long-term foreign and
local issuer credit ratings at B- on May 6, 2005, with a
negative outlook.


WASTE SERVICES: $39 Mil. Liberty Deal Cues Moody's to Hold Ratings
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Waste Services,
Inc.  The affirmation is in anticipation of the completion of the
acquisition of Liberty Waste, LLC and Sun Country Materials, LLC
which had been announced by the company in February 2006.  The
acquisition is for a purchase price of approximately $39.2 million
and is expected to be financed through a combination of debt and
equity.  The affirmation of the ratings acknowledges the partial
financing of the acquisitions through equity and the resulting
modest reduction in financial leverage.  Moody's favorable view of
the intended purchases also takes into consideration expected
benefits from increased internalization and overall position in
the Tampa market.

The ratings are supported by:

   -- a strong pricing environment across the sector;

   -- Waste Service's revenue management efforts;

   -- the expectation of positive adjusted free cash flow in
      2006;

   -- the market position of the company's Canadian subsidiary as
      the third largest municipal solid waste company in Canada;
      and

   -- the asset configuration built by the company over the last
      several months in Florida.

The ratings also reflect the incremental liquidity provided under
the December 2005 refinancing of the revolver outstandings with
longer-term debt.

The ratings remain constrained by high financial leverage
highlighted by adjusted debt at Dec. 31, 2005, which slightly
exceeded revenue of $382 million and pro forma debt to EBITDA of
about five times.  The ratings also reflect negative adjusted 2005
free cash flow.

Additionally, the ratings also reflect the potential uncertainties
with respect to the refinancing of the company's cumulative
mandatorily redeemable preferred stock held by Kelso & Company,
the absence of growth expectations in the company's Canadian
operations, and the potential for higher labor costs as US
unemployment levels continue to fall.  Waste Services'
acquisition-based strategy and, despite expected improvements,
relatively narrow covenant margins which constrain effective
liquidity are also incorporated into the ratings.

The stable outlook is supported by a strong pricing environment
across the sector, substantive progress on a number of operating
initiatives in recent months, and the cash generating potential of
the company's asset portfolio.  Meaningful steps toward stable,
positive free cash flow generation while maintaining appropriate
capital expenditure levels could result in improvements in ratings
outlook and the ratings.  Declining cash flow metrics, debt-only
financed acquisitions or lack of progress toward improved total
leverage metrics could pose negative pressure on the ratings.

On Dec. 28, 2005, Waste Services entered into an amendment to its
senior secured credit facilities, which provided for the
incurrence of up to $50.0 million of additional term loans under a
an accordion feature.  The company drew $25.0 million of this
facility at closing to refinance amounts then outstanding under
the revolver.  The remaining $25.0 million un-drawn portion of the
new term loan tranche is available on a delayed draw basis until
March 31, 2006 for the financing of potential acquisitions and $13
million from that facility is expected to be used toward the
intended Liberty Waste/Sun Country Materials acquisition.  The
acquisition is expected to close on March 31, 2006 and will
require a bank covenant amendment as the total transaction value
of $39.2 million exceeds the maximum of $30 million permitted
under the current covenant package.

Moody's affirmed these ratings:

   * B2 rating on the $60 million guaranteed senior secured
     credit facilities due 2009;

   * B2 rating on the $200 million guaranteed senior secured Term
     Loans due 2011;

   * Caa2 rating on $160 million guaranteed senior subordinated
     notes due 2014;

   * B3 Corporate Family Rating.

The ratings outlook remains stable.

Waste Services, Inc., is a multi-regional, integrated solid waste
services company, providing collection, transfer, landfill
disposal and recycling services for commercial, industrial and
residential customers in the United States and Canada.  The
company is the successor to Capital Environmental Resource Inc.,
now Waste Services Inc.  It is based in Burlington, Ontario and
its US operations office is located in South Florida.  Fiscal 2005
revenues were $382 million.


WESTAR ENERGY: Fitch Raises Issuer Default Rating to BB+ from BB
----------------------------------------------------------------
Fitch Ratings upgraded Westar Energy, Inc. (WR) and Kansas Gas
and Electric Company (KG&E) as:

  WR:

     -- Issuer Default Rating (IDR) to 'BB+' from 'BB'
     -- First mortgage bonds to 'BBB' from 'BBB-'
     -- Senior unsecured rating to 'BBB-' from 'BB+'
     -- Preferred stock to 'BB+' from 'BB'

  KGE:

     -- Issuer Default Rating (IDR) to 'BB+' from 'BB'
     -- First mortgage bonds to 'BBB' from 'BBB-'
     -- Secured facility notes to 'BBB' from 'BBB-'

The Rating Outlook is Stable.  At the same time, Fitch assigned
an 'F3' short-term rating for WR and KG&E.  Approximately $2.1
billion of debt is affected by the rating action.

The higher ratings reflect improvement in WR's:

   * underlying operating fundamentals,
   * regulatory environment, and
   * cash flow generation.

The utility's enhanced credit metrics result from management's
post-2002 restructuring, which refocused WR on its core Kansas-
based electric utility business, while using the proceeds from
non-utility asset sales and a 2004 equity offering of $245 million
to reduce debt.  The ratings also consider the more constructive
relationship with regulators under its current management as well
as the advantage of low electric rates relative to other Kansas
investor-owned utilities.

The Stable Rating Outlook assumes reasonable regulatory outcomes
in prospective rate proceedings.  Regulatory decisions are
expected to have a significant impact on WR's credit quality,
given the company's accelerating 2006-2008 capital spending
program.  WR's 2006 cap-ex is expected to increase 53% to $325
million from $213 million in 2005 and average $430 million in 2007
and 2008.  Notwithstanding the higher capital investment outlays,
Fitch expects the company's credit metrics to remain consistent
with the 'BBB' rating category.  Utility investments will be
funded with a combination of internal cash flow, new debt and
modest equity funding from ongoing programmatic issuance.

The ratings and Stable Outlook also recognize the expected
favorable impact of rate adjustment mechanisms approved by the
Kansas Corporation Commission (KCC) in its December 2005 order in
WR's general rate case.  The rate adjustment mechanisms are
expected to facilitate the timely recovery of environmental, fuel
and purchase power and transmission costs outside of general rate
case proceedings partially mitigating rate lag concerns.  While
the environmental portion of WR's capital investment (27% of the
2006-2008 program) can be recovered under the new adjustment
mechanism, there is still some regulatory uncertainty and
potential lag in recovery of other investments (73% of total)
through general rate cases.  The consequence of a lag in recovery
of these costs could cause WR's credit measures to weaken in 2008
and beyond.

Fitch notes that Kansas remains a challenging regulatory
environment from an investor point-of-view, as evidenced by the
modest rate increase and below-industry-average 10% return on
equity accorded the company in the KCC's December 2005 order in
WR's general rate case.  Consequently, upside ratings potential is
considered limited.


WHITEHORSE III: Moody's Puts Ba2 Rating on $12MM Class B-2L Notes
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to five classes
of notes issued by Whitehorse III Ltd.:

   * Aaa to the $254,000,000 Class A-1L Floating Rate Notes Due
     May 2018;

   * Aa2 to the $30,000,000 Class A-2L Floating Rate Notes Due
     May 2018;

   * A2 to the $19,000,000 Class A-3L Floating Rate Notes Due May
     2018;

   * Baa2 to the $12,000,000 Class B-1L Floating Rate Notes Due      
     May 2018; and

   * Ba2 to the $12,000,000 Class B-2L Floating Rate Notes Due
     May 2018.

The collateral manager is WhiteHorse Capital Partners, L.P.

Moody's noted that its ratings of notes issued by this cash flow
CDO reflect the credit quality of the collateral pool, the credit
enhancement for the notes inherent in the capital structure and
the transaction's legal structure.


WILLIAM KENTER: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William A. Kenter
        aka Bill Kenter
        4101 Brittany Place
        Pensacola, Florida 32504

Bankruptcy Case No.: 06-30150

Chapter 11 Petition Date: March 24, 2006

Court: Northern District of Florida (Pensacola)

Debtor's Counsel: J. Steven Ford, Esq.
                  Wilson, Harrell, Smith, Farrington & Ford
                  307 South Palafox Street
                  Pensacola, Florida 32502
                  Tel: (850) 438-1111
                  Fax: (850) 432-8500

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Heidelberg                       Judgment              $262,000
1000 Gutenberg Drive
Kennesaw, GA 30144

Bank of Pensacola                Commercial            $137,038
125 West Romano Street           Building
Pensacola, FL 32501

AmSouth Credit Line                                     $33,109
Bankcard Services
P.O. Box 15026
Wilmington, DE 19850

Regions Bank                                            $27,332

Escambia County Tax Collector    Ad Valorem Taxes       $16,567

USAA Credit Card                 Credit Card             $7,197

Navy Federal Credit Union                                $5,402

CB&T Visa                                                $4,073

Bank of America Credit Card      Credit Card             $1,779

SunTrust Visa                                            $1,469


WOOD RESOURCES: Narrow Product Line Prompts Moody's B3 Ratings
--------------------------------------------------------------
Moody's Investors Service rated Wood Resources LLC's new $75
million issue of floating rate notes B3, and assigned a stable
outlook.  The company was also assigned a speculative grade
liquidity rating of SGL-2, indicating good liquidity.  The B3
rating accounts for the combination of the company's very modest
aggregate scale and its narrow product line and geographic focus
that together represent a B rating profile for a company operating
in the paper and forest products sector.

Based on the very short operating history under the current
ownership group, margins appear to be fairly stable, and provide a
rating indication that likely exceeds the B rating.  In absolute
terms however, margins have been consistent with a B or lower
rating.  Pro forma for the new debt issue, Wood Resources has high
debt leverage and thin coverage that is not expected to improve
until the benefits of recent and planned capital expenditures are
realized.  On balance, these factors are consistent with a B
rating.  The outlook is stable.

Ratings and Outlook Assigned:

   * Corporate Family Rating, Assigned B3

   * Speculative Grade Liquidity Rating, Assigned SGL-2

   * Senior Secured Regular Bond/Debenture, Assigned B3

Outlook: Stable

Wood Resources LLC is a modestly sized private company with
operations located solely in the United States.  The company
produces plywood and a very small amount of lumber.  In the
context of the paper and forest products sector, this profile of
modest aggregate scale, very limited product diversity and
geographic concentration is consistent with a B rating.  With
historic EBITDA margins in the low-to-mid single digits, profit
margins are also consistent with a B rating, it being noted that
margins may be subject to erosion should the level of general
economic activity abate.

Competitive pressures from other plywood manufacturers looking to
replace markets displaced by oriented strandboard may also cause
margin compression.  While a portion of the proceeds of the new
note issue is to be used to fund capital investments whose purpose
is to increase productivity and reduce costs, owing to execution
risks and the previously noted risks that margins may be subject
to future pressure, only a portion of these potential benefits
have been incorporated in the rating assessment.  

Moody's sees the capital projects as being essential to
maintaining margins in the face of longer term uncertainties, and
evaluates margins as being consistent with a B rating.  However,
margins appear to be relatively stable, a factor that provides a
signal that is superior to the B rating.  It is noted however,
that this judgment is based on a limited historic time horizon
that corresponds with a period of relatively favorable general
economic activity and strong pricing for commodity grades of
plywood and lumber.  Proforma for the new note issue, LTM credit
protection measures are not strong, and lag the B rating.

Other important rating influences include the fact that Wood
Resources does not have proven access to the equity markets.  As
well, the company may exhibit behavior more focused on shareholder
returns than would otherwise be the case.  It is noted that a
substantial portion of the proceeds of the new note issue will
repay capital provided by the ownership group, and subsequently,
the group's residual investment will be relatively nominal.  As
well, management fees are paid to a related party, and
distributions to fund income tax liabilities of owners are
featured in the company's plans.  These factors are representative
of aggressive financial policies that may not always be aligned
with debt holder interests, and suggest that caution is warranted
in evaluating credit risk.

Wood Resources has good financial liquidity, consisting of
unallocated funds from the new note issue of approximately $15
million, plus a new substantially unused $25 million 3-year asset-
back credit facility that will be entered into concurrent with
completion of the note offering.  The facility features a standard
structure for facilities of this type, with minimal financial
covenants.

Given surplus funds from the debt offering and the new facility
being largely unused at close, Moody's does not expect the
financial covenants to restrict access over the near term.  With
the new note issue refinancing other indebtedness, there are no
near term maturities.  While the company does not have ready
access to the equity market, and may not be able to access the
debt market again for some time, the approximately $35-to-$40
million combination of the surplus cash and available credit
provides good liquidity, and warrants the SGL-2 speculative grade
liquidity rating.

The new notes are rated B3, equivalent with the company's
corporate family rating.  While the company's credit facility
benefits from preferential access to accounts receivable and
inventory, given expected low usage levels, and future benefits
from of pending capital expenditures that will improve fixed asset
valuation coverage, this circumstance is not sufficient to warrant
notching.

In the current context, it is unlikely that the outlook or ratings
would be subject to upgrade prior to the benefits of recent and
planned capital expenditures being fully realized. Should the cash
flow stream grow so that normalized retained cash flow-to-total
adjusted debt approaches 10% with the commensurate (RCF-Capex)/TD
nearing 5%, an upgrade could be considered. Alternatively, adverse
ratings actions could result if normalized RCF/TD and (RCF-
Capex)/TD fall significantly below 5% and 2.5% respectively, the
company increases leverage to support additional growth
initiatives, or if financial liquidity deteriorates.

Headquartered in Greenwich Connecticut, Wood Resources LLC is a
manufacturer and distributor of specialty and commodity plywood
with a small lumber operation.


XTO ENERGY: Moody's Puts (P)Ba2 Preferred Stock Rating on Watch
---------------------------------------------------------------
Moody's Investors Service assigned Baa3 ratings to XTO Energy's
$400 million 10-year senior note and $600 million 30-year senior
note offerings.  The new ratings are also under review for
upgrade along with XTO's existing ratings that were placed on
review Jan. 24, 2006.  

Other ratings under review for upgrade include XTO's existing Baa3
senior unsecured note ratings, Baa3 corporate family rating,
prospective (P)Ba1 subordinated note shelf rating, and prospective
(P)Ba2 preferred stock shelf rating. If XTO is upgraded, it would
be by one rating notch.  Moody's expects to complete the review
within the next quarter.

Moody's review assesses capital reinvestment efficiency trends,
ongoing organic production trends, and whether acquisition,
funding, and shareholder buyback scenarios can be conducted at
leverage levels suitable for a Baa2 rated exploration and
production company.

Leverage to date in 2006 is evaluated using year-end 2005 debt,
pro-forma for completed first quarter 2006 acquisitions, first
half-2006 cash flow after capital spending, and for potential cash
outflows that may be associated with activity potentially related
to the pending second quarter 2006 distribution of Hugoton Royalty
Trust units to shareholders.  Moody's would look for organic
production and cost trends to remain on competitive trajectories,
within the context of expected historically strong prices being
sufficient to amply cover escalating upcycle acquisition,
drilling, and oilfield services costs by a margin compatible with
a Baa2 rating.

As expected, 2005 all-sources reserve replacement costs were
substantially higher due to property acquisitions at historically
high prices.  Of note, XTO's increase in the proportion of proven
undeveloped reserves to 31% of total reserves limited the reserve
replacement cost increase.  Furthermore, reflecting the rising
capital intensity of XTO's activity, its future FAS 69 development
capital spending rose 100% versus a 46% increase in the associated
proven undeveloped reserves.

XTO's lease adjusted pro-forma leverage on proven developed
reserves, in the range of $4/boe, reduces its flexibility to
conduct significant leveraged acquisitions at a Baa2 rating level.  
XTO has grown rapidly at acceptable leverage over the years
through a sustained balance of successful acquisitions and organic
reinvestment in properties rendering a durable PD reserve life as
well.  XTO has differentiated itself with highly competitive
capital reinvestment productivity and highly competitive cash-on-
cash returns.

XTO Energy Inc., is headquartered in Fort Worth, Texas.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (24)         122      N.A.
Accentia Biophar        ABPI         (9)          39      (19)
AFC Enterprises         AFCE        (49)         213       40
Adventrx Pharma         ANX          (8)          24       (9)
Alaska Comm Sys         ALSK        (19)         576       28
Alliance Imaging        AIQ         (40)         675        1
AMR Corp.               AMR      (1,478)      29,495   (2,156)
Atherogenics Inc.       AGIX       (115)         198      173
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN       (77)          195      (29)
Blount International    BLT        (145)         455      112
CableVision System      CVC      (2,414)       9,845     (428)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (488)       1,511       69
Cenveo Inc              CVO         (50)       1,080      122
Choice Hotels           CHH        (167)         265      (57)
Cincinnati Bell         CBB        (710)       1,863       16
Clorox Co.              CLX        (528)       3,567     (205)
Columbia Laborat        CBRX        (15)          15       (3)
Compass Minerals        CMP         (79)         750      195
Crown Media HL          CRWN        (64)       1,250     (125)
Deluxe Corp             DLX         (82)       1,426     (277)
Denny's Corporation     DENN       (265)         513      (86)
Domino's Pizza          DPZ        (511)         461        4
DOV Pharmaceutic        DOVP        (19)         102       79
Echostar Comm           DISH       (867)       7,410      247
Emeritus Corp.          ESC        (113)         748      (29)
Emisphere Tech          EMIS         (6)          29        5
Encysive Pharm          ENCY        (11)         147      111
Enzon Pharmaceut        ENZN        (84)         341     (218)
Foster Wheeler          FWLT       (313)       1,895     (146)
Gencorp Inc.            GY          (73)       1,057        9
Graftech International  GTI        (183)         887      245
Guilford Pharm          GLFD        (20)         136       60
Hercules Inc.           HPC         (25)       2,569      331
Hollinger Int'l         HLR        (177)       1,001     (396)
I2 Technologies         ITWO        (71)         202      (34)
ICOS Corp               ICOS        (59)         242      122
IMAX Corp               IMAX        (34)         245       30
Immersion Corp.         IMMR        (17)          45       29
Incyte Corp.            INCY        (19)         374      326
Indevus Pharma          IDEV       (126)         100       65
Investools Inc.         IED         (24)          73      (47)
Koppers Holdings        KOP        (195)         552      132
Kulicke & Soffa         KLIC         (3)         440      217
Level 3 Comm. Inc.      LVLT       (476)       8,277      242
Ligand Pharm            LGND       (110)         315     (102)
Linn Energy LLC         LINE        (45)         280      (51)
Lodgenet Entertainment  LNET        (70)         263       14
Loral Space & Co.       LORL     (1,101)       1,101   (1,083)
Maxxam Inc.             MXM        (677)       1,044      114
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         (83)       1,668      230
McMoran Exploration     MMR         (58)         408       67
NPS Pharm Inc.          NPSP        (98)         331      234
New River Pharma        NRPH         (6)          54       47
Nighthawk Radiol        NHWK        (65)          36        4
Omnova Solutions        OMN         (15)         350       65
ON Semiconductor        ONNN       (276)       1,148      202
Quest Res. Corp.        QRES        (73)         247      (61)
Qwest Communication     Q        (3,217)      21,497   (1,071)
Revlon Inc.             REV      (1,096)       1,044      121
Riviera Holdings        RIV         (31)         212        2
Rural/Metro Corp.       RURL        (89)         310       54
Rural Cellular          RCCC       (481)       1,431      130
Sepracor Inc.           SEPR       (165)       1,275      769
St. John Knits Inc.     SJKI        (52)         213       80
Sun Healthcare          SUNH         (3)         512      (67)
Tivo Inc.               TIVO        (27)         162       27
USG Corp.               USG        (302)       6,142    1,579
Unigene Labs Inc.       UGNE        (17)          13      (11)
Unisys Corp             UIS         (33)       4,029      339
Vertrue Inc.            VTRU        (30)         446      (82)
Weight Watchers         WTW         (81)         835      (38)
Worldspace Inc.         WRSP     (1,492)         724      249
WR Grace & Co.          GRA        (559)       3,517      876

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Terence
Patrick F. Casquejo, Christian Q. Salta, Jason A. Nieva, Lucilo
Junior M. Pinili, Tara Marie A. Martin and Peter A. Chapman,
Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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