---

          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, March 30, 2006, Vol. 10, No. 76

                             Headlines

925 ORIOLE: Case Summary & 6 Largest Unsecured Creditors
AAVID THERMAL: Noteholders Okay Scrapping Covenants in Indenture
ABRAXAS PETROLEUM: Posts $19M 2005 Net Income After Recalculation
ACCREDITED TRUST: DBRS Rates $10MM Class M-9 Notes at BBB(Low)
ACTUANT CORP: Earns $19.3 Million in Second Fiscal Quarter

ADELPHIA COMMS: Nine Creditor Groups Say Plan is Unconfirmable
ADELPHIA COMMS: Wants to Exercise Buyout Rights in Three Leases
ADVANSTAR COMMS: S&P Puts B+ Rating on $75 Mil. Credit Facility
ADVOCAT INC: Bank Loan Maturity Extended to January 29, 2008
AMCAST INDUSTRIAL: Taps BMC as Notice, Claims and Balloting Agent

AMERICREDIT AUTOMOBILE: Moody's May Upgrade Securitization Certs.
ANCHOR GLASS: U.S. Trustee Questions Ordinary Course Professionals
ATA AIRLINES: Court Lifts Stay to Let Georges' Lawsuit Proceed
ATA AIRLINES: Settles Dispute Over Ambac Assurance's EETC Claims
BALL CORPORATION: Completes Acquisition of Alcan Packaging Assets

BLUE BEAR: Files Plan and Disclosure Statement in Colorado
BURLINGTON COAT: Moodys' Junks Rating on $200 Mil. Subord. Notes
BURLINGTON COAT: S&P Puts CCC+ Rating on Proposed $500 Mil. Notes
BURLINGTON COAT: Fitch Assigns CCC- Rating to Proposed Sr. Notes
CANADIAN APARTMENT: DBRS Holds BBB (Low) Issuer Rating

CAPITAL AUTO: Moody's Eyes Securitization Certificates for Upgrade
CARMAX AUTO: Moody's Reviews 42 Securitization Deals for Upgrade
CARSS FINANCE: Moody's Reviewing 42 Securitizations for Upgrade
CATHOLIC CHURCH: Bishop Skylstad Denies Sexual Abuse Charges
CONVERSENT COMMS: To Merge with Choice One Comms. and CTC Comms.

CORUS GROUP: S&P Reviewing Low-B Ratings for Possible Upgrade
CORUS GROUP: Fitch Revises Outlook on Low-B Ratings to Positive
CSK AUTO: Retailer Discovers Accounting Errors & Delays Reporting
CSK AUTO: Moody's Watching and May Downgrade Low-B Ratings
DANA CORP: Moody's Puts B3 Ratings on $1.45 Billion DIP Financing

DANA CORP: Gets Final Approval on $1.45 Bil. DIP Credit Facility
DANA CORP: Section 341 Meeting of Creditors Slated for July 20
DELPHI CORP: U.S. Trustee Amends Creditors Committee Membership
DELPHI CORP: Gets Court OK to Hire Cadwalader as Special Counsel
DELTA AIR: Could Explore Comair Sale Says CEO Edward Bastian

DOE RUN: Subsidiary's Strained Capital Prompts Going Concern Doubt
DRESSER INC: Late Form 10-K Filing Prompts Moody's Ratings Review
DYNEGY INC: Gets Requisite Consents for $1.6 Billion Senior Notes
EARL BRICE: Trustees Blocks Ch. 7 Trustee From Making Payments
ELECTRIC CITY: Recurring Losses Prompt Going Concern Doubt

EMERITUS CORP: Settles $19.5M Texas Negligence Case for $5 Million
ENER1 INC: Amends Second Quarter 2005 Financials
ENRON CORP: Ponderosa Claimants Hold $72.2-Mil. Unsecured Claims
ENRON CORP: Wants Three Interrelated Settlements Approved
FORD CREDIT: Moody's Reviews Multiple Securitizations for Upgrade

FORTIUS I: Moody's Rates Preferred Shares at Ba3
GEARS LTD: Moody's Reviews 2004-A Securitization for Upgrade
GENESIS HEALTH: Judge Wizmur Sanctions Disgruntled Noteholder
GS AUTO: Moody's Reviews 65 Auto Loan Securitizations for Upgrade
HEMOSOL CORP: Has Until May 11 to Make BIA Proposals to Creditors

IELEMENT CORPORATION: Releases Amended 2005 Financial Statements
INN OF THE MOUNTAIN: S&P Affirms B Rating with Negative Outlook
INTERACTIVE GAMES: January 31 Balance Sheet Upside-Down by $4.4MM
K2 INC: Moody's Cuts Ba3 Rating on $200 Mil. 7.375% Notes to B1
KAISER ALUMINUM: Extends George Haymaker's Stint as Director

LITE KING: Accumulated Deficit Tops $3.6 Million at December 31
MAYTAG CORP: U.S. Justice Dept. Approves Whirlpool-Maytag Merger
MEDICAL TECH: Court Gives Final Nod to Whitney Smith as Consultant
MIKOHN GAMING: 10-K Filing Delay Prompts Moody's Ratings Review
MMCA AUTO: Moody's Reviews 2002 Securitization Deals for Upgrade

MUSICLAND HOLDING: Trans World Completes Acquisition of Assets
MUSICLAND HOLDING: Deluxe Media Wants Prepetition Lien Paid Now
MUSICLAND HOLDING: Hires FTI Consulting as Financial Advisors
NATIONAL GAS: Trustee Can Access Cash Collateral Until June 30
NATIONAL GAS: Chap. 11 Trustee Hires Elizabeth Berry as Accountant

NOBEX CORP: Selling IP Assets to Biocon for $5 Million
NORTEL NETWORKS: Inks Contact Center Technology Deal with Bharti
PETROLEUM GEO-SERVICES: Eyes Spin-Out of Floating Production Biz
PLIANT CORP: Review of Debtors' Ch. 11 Plan & Disclosure Statement
PLIANT CORP: Classification & Treatment of Claims Under Plan

PRICE OIL: Court Okays $1.25 Mil. Navarre Assets Sale to Seigel
RECKSON ASSOCIATES: Prices Offering of $275MM of 6% Senior Notes
REFCO INC: Wants Court to Set May 25 Claims Bar Date
ROYALTON CO: Moody's Junks Bond Rating as Credit Quality Declines
SAINT VINCENTS: Court Okays May 31 Primary Care Lease Deadline

SD CITY: Case Summary & 19 Largest Unsecured Creditors
SEA CONTAINERS: Withdraws from Ferry Business
SEABULK INT'L: Moody's Upgrades Rating on SEACOR Guaranteed Notes
SKM-LIBERTYVIEW: Moody's Raises Rating on $35 Mil. Notes to Baa3
STAR TELECOMMS: Court Delays Final Decree Closing Chapter 11 Cases

STELCO INC: Obtains Court Order on Issuance of New Securities
STRAIT CROSSING: DBRS Holds 6.17% Revenue Bonds' BBB(High) Rating
TRANSCOM ENHANCED: Redwing Signs Truce & Withdraws Artillery
TRM CORP: Needs More Time to Prepare 2005 Financial Statements
THREE-FIVE SYSTEMS: Court Approves Amended Disclosure Statement

TKO SPORTS: Court OKs $2.5 Mil. Factoring Agreement with Marquette
TRANSMONTAIGNE INC: S&P Revises Watch Implication to Developing
U.S. CAN: Accepts $286.88 Million for Senior Notes Tender Offers
UC HUB: January 31 Balance Sheet Upside-Down by $2.5 Million
UPC HOLDING: Revenues Increase 30% to EUR2.0 Billion in 2005

USAA AUTO: Moody's Reviews Securitization Certificates for Upgrade
USG CORP: Asbestos PD Panel Says Disclosure Statement is Deficient
USG CORP: Trade Claimholders Decries Low Interest Rate in Plan
VERILINK CORP: Makes Amendments to $8.2 Mil. of Convertible Notes
WACHOVIA AUTO: Moody's Reviews 2004 Securitizations for Upgrade

WAV LP: Creditors Have Until April 14 to File Claims
WBE COMPANY: U.S. Trustee Unable to Appoint Official Committee
WBE COMPANY: Hires Ballew Schneider as Special Counsel
WELLINGTON PROPERTIES: Court OKs $10.6 Mil. Asset Sale to LaSalle
WFS FINANCIAL: Moody's Reviews Securitization Deals for Upgrade

WHOLE AUTO: Moody's Reviews Multiple Securitizations for Upgrade
WILD OATS: Yucaipa Moves to Increase Ownership
WILLIAM WADMAN: Case Summary & 13 Largest Unsecured Creditors
YUKOS OIL: Moscow Court Begins Temporary Outside Supervision

* Venezuela Government May Not Impose Ban on U.S. Airlines

                             *********

925 ORIOLE: Case Summary & 6 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: 925 Oriole LLC
        5405 Alton Parkway, #5A-#545
        Irvine, California 92604

Bankruptcy Case No.: 06-10392

Type of Business: The Debtor previously filed for chapter 11
                  protection on Feb. 27, 2002 (Bankr. C.D. Calif.
                  Case No. 02-11520).

Chapter 11 Petition Date: March 29, 2006

Court: Central District Of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Michael G. Spector, Esq.
                  2677 North Main Street, Suite 320
                  Santa Ana, California 92705
                  Tel: (714) 835-3130
                  Fax: (714) 558-7435

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Rancho Palos Verdes              Loan                  $925,000
Holding Co., LLC
655 Deep Valley Drive, #307
Palos Verdes, CA 90274

Helsing, Mark                    Loan                   $45,000
17411 Irvine Boulevard, #D
Tustin, CA 92780

Ruiz, Rufino                     Services               $30,000
29735 Niguel Road
Laguna Niguel, CA 92677

David Altshuler, Esq.            Legal Fees             $20,000

Magiacomo, Bruno                 Services               $15,000

Kyler, Barry                     Services               $15,000


AAVID THERMAL: Noteholders Okay Scrapping Covenants in Indenture
----------------------------------------------------------------
Aavid Thermal Technologies, Inc., entered into a Third Supplement
Indenture Deutsche Bank Trust Company Americas after it received
the requisite consent from noteholders to eliminate substantially
all of the restrictive covenants and reporting covenants and
certain events of default contained in the Indenture.

The Supplemental Indenture inked on March 21, 2006, relates to the
Compay's 12-3/4% Senior Subordinated Notes due 2007.  The
Supplemental Indenture was entered into in connection with the
Company's tender offer and consent solicitation with respect to
the Notes, which was commenced on March 8, 2006.  As of 5:00 p.m.,
New York City time on March 21, 2006, holders representing 99.96%
of $123,759,000 in aggregate principal amount of the Notes,
tendered their Notes.

The amendments will not become effective until the satisfaction of
various conditions, including but not limited to, the consummation
of proposed mergers pursuant to which ANSYS, Inc., and certain of
its affiliates will acquire the Company and the computational
fluid dynamics software business operated by the Company's wholly
owned subsidiary, Fluent Inc.  Consummation of the mergers is also
subject to various customary conditions, including, among others,
expiration or termination of the applicable Hart-Scott-Rodino
waiting period and the absence of any material adverse change with
respect to each party's business.

A full-text copy of the Third Supplement Indenture is available
for free at http://ResearchArchives.com/t/s?72b

Aavid Thermal Technologies, Inc. -- http://www.aatt.com/-- is a
leading global provider of thermal management solutions for
electronic products and the leading developer and marketer of CFD
software.  The Company through its subsidiaries in three business
areas - thermal management solutions, computational fluid dynamics
software and Customized Computer-Aided Engineering.

As of Dec. 31, 2005, the Company's balance sheet showed a
$61,372,000 equity deficit, narrowing 9% from a $67,639,000
shareholder deficit reported at Dec. 31, 2004.


ABRAXAS PETROLEUM: Posts $19M 2005 Net Income After Recalculation
-----------------------------------------------------------------
Abraxas Petroleum Corporation's net income in 2005 is higher by
$2.2 million as previously reported, after the Company's
independent auditors, management and the Company's Audit Committee
determined that there was an error in the calculation of the gain
on the sale of the Company's former Canadian subsidiary, Grey Wolf
Exploration Inc.

The error related to the other comprehensive income account of
Grey Wolf related to foreign currency translation at the time of
the disposition in February 2005.  The correction of the error
resulted in a non-cash increase of $2.2 million to the
previously reported gain.  The gain is a component of
discontinued operations, accordingly the correction  of the
error increases  income from discontinued operations and net
income by $2.2 million.

As reported in the Troubled Company Reporter on Mar. 9, 2006, the
Company earns $6.3 million of net income in 2005, from continuing
operations, compared to a $9.6 million net loss in 2004, from
continuing operations, excluding the income tax benefit in 2004 of
$6.1 million related to the Grey Wolf IPO and the $12.6 million
gain on debt redemption booked as a result of the refinancing
completed in October of 2004.  Net income in 2005, including
discontinued operations, of $16.9 million compares to net income
in 2004 of $12.4 million, including discontinued operations.

Net income in 2005 is now $19.1 million.

The Company's unaudited consolidated financial statements for the
quarters ended March 31, 2005, June 30, 2005 and September 30,
2005, should not be relied upon.  The Company intends to effect
the restatement through filing amended Quarterly Reports on Form
10-Q for the quarters ended March 31, 2005, June 30, 2005, and
September 30, 2005.

On March 16, 2006, the Company also informed the Securities and
Exchange Commission that it could not file its Form 10-K for the
year ended December 31, 2005 without unreasonable effort or
expense because it was still in the process of providing
information necessary for its independent auditors to complete:

   -- their audit of the Company's financial statements for the
      year ended December 31, 2005; and

   -- their audit of management's assessment of the effectiveness
      of the Company's internal control over financial reporting
      as of December 31, 2005 in accordance with Section 404 of
      the Sarbanes-Oxley Act of 2002 and the related rules of the
      Public Company Accounting Oversight Board.

Abraxas Petroleum Corporation is a San Antonio based crude oil and
natural gas exploitation and production company with operations in
Texas and Wyoming.

At Dec. 31, 2005, Abraxas Petroleum Corporation's balance sheet
showed a $23,701,000 stockholders' deficit compared to a
$53,464,000 deficit at Dec. 31, 2004.


ACCREDITED TRUST: DBRS Rates $10MM Class M-9 Notes at BBB(Low)
--------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the Asset-
Backed Notes, Series 2006-1, issued by Accredited Mortgage Loan
Trust 2006-1:

              Accredited Mortgage Loan Trust 2006-1
                Asset-Backed Notes, Series 2006-1

          * $405.4 million Class A-1 -- New Rating AAA
          * $112.5 million Class A-2 -- New Rating AAA
          * $228.2 million Class A-3 -- New Rating AAA
          * $99.6 million Class A-4 -- New Rating AAA
          * $30.6 million Class M-1 -- New Rating AA (high)
          * $28.6 million Class M-2 -- New Rating AA
          * $17.6 million Class M-3 -- New Rating AA (low)
          * $16.6 million Class M-4 -- New Rating A (high)
          * $15.1 million Class M-5 -- New Rating A
          * $12.0 million Class M-6 -- New Rating A (low)
          * $11.0 million Class M-7 -- New Rating BBB (high)
          * $10.5 million Class M-8 -- New Rating BBB
          * $10.0 million Class M-9 -- New Rating BBB (low)

The AAA ratings on Classes A-1 through A-4 reflect 17.25% of
credit enhancement provided by the subordinate classes, target
overcollateralization, and monthly excess spread.  The AA (high)
rating on Class M-1 reflects 14.20% of credit enhancement.  The AA
rating on Class M-2 reflects 11.35% of credit enhancement.  The AA
(low) rating on Class M-3 reflects 9.60% of credit enhancement.
The A (high) rating on Class M-4 reflects 7.95% of credit
enhancement.  The "A" rating on Class M-5 reflects 6.45% of credit
enhancement.  The A (low) rating on Class M-6 reflects 5.25% of
credit enhancement.  The BBB (high) rating on Class M-7 reflects
4.15% of credit enhancement.  The BBB rating on Class
M-8 reflects 3.10% of credit enhancement.  The BBB (low) rating on
Class M-9 reflects 2.10% of credit enhancement.

The ratings on the Notes also reflect the quality of the
underlying assets and the capabilities of Accredited Home Lenders,
Inc., as Servicer, as well as the integrity of the legal structure
of the transaction.  Deutsche Bank National Trust Company will act
as Indenture Trustee.  The Trust will enter into an interest rate
Swap Agreement with Swiss Re Financial Products Corporation.  The
Trust will pay to the Swap Provider a fixed payment of 4.80% per
annum in exchange for 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 be paid first to the Senior Notes on a
pro rata basis and then sequentially to the subordinate notes.
Until the step-down date, principal collected will be paid
exclusively to the Senior Notes unless their respective note
balances have been reduced to zero.  After the step-down date, and
provided that certain performance tests have been met, principal
payments will be distributed among all classes on a pro rata
basis.  In addition, provided that certain performance tests have
been met, the level of overcollateralization may be allowed to
step down to 4.20% of the then-current balance of the mortgage
loans.

The mortgage loans in the Underlying Trust were originated or
acquired by Accredited Mortgage Corporation.  As of the cut-off
date, the aggregate principal balance of the mortgage loans is
$1,003,750,611, and approximately 53% of the mortgage loans have a
maturity term of 30 years but an amortization term of 40 years.
The weighted average mortgage rate is 7.81%, the weighted average
FICO is 633, and the weighted average original loan-to-value ratio
is 78.20%.

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


ACTUANT CORP: Earns $19.3 Million in Second Fiscal Quarter
----------------------------------------------------------
Actuant Corporation (NYSE:ATU) disclosed the financials results
for its second quarter ended February 28, 2006.  Second quarter
fiscal 2006 net earnings were $19.3 million compared to prior year
period net earnings $15.2 million.

Net earnings for the six months ended February 28, 2006, were
$40.6 million compared to $32.1 million for the prior year period.

Second quarter sales increased approximately 17% to $276.0 million
compared to $235.3 million in the prior year.  Current year
results include those from Key Components, Inc., Hedley Purvis
Ltd., Hydratight Sweeney, and B.E.P. Marine Limited, which were
acquired in the second quarter of fiscal 2005 or later.  Excluding
the impact of foreign currency exchange rate changes, second
quarter core sales (year-over-year sales growth in both existing
and acquired businesses) increased approximately 6% over the
comparable prior year period.  Sales for the quarter, excluding
acquisitions and foreign currency rate changes, increased 8%.
Sales for the six months ended February 28, 2006, were
$559.9 million, approximately 29% higher than the $434.9 million
in the comparable prior year period.  Excluding the impact of
foreign currency rate changes, core sales and sales excluding
acquisitions for the six-month period both increased 3%.

Robert C. Arzbaecher, President and CEO of Actuant, commented, "We
are pleased with second quarter results, including the 17% sales
and 21% EPS growth.  In addition to 6% core sales growth in the
quarter, we had sizeable margin expansion with operating margins
up 120 basis points from the prior year."

Mr. Arzbaecher continued, "On a segment basis, Tools & Supplies
posted strong second quarter results, driven by robust demand in
the industrial tools and North American electrical markets.
Excluding the impact of foreign currency exchange rate changes,
our Engineered Solutions segment core sales declined 1% from a
year ago, a significant sequential improvement from the 11%
year-over-year sales decline in the first quarter.  The
improvement was driven by a year-over-year rebound in automotive
sales, which were up 5% in the second quarter compared to a 29%
year-over-year decline in the first quarter.  This improvement had
been anticipated due to the launch of four new convertible top
platforms in the last six months.  End-market diversity is a
critical part of the Actuant strategy - we continue to generate
increased sales and earnings in total, despite headwinds in a few
markets."

Actuant's operating profit in the second quarter of fiscal 2006
was $34.9 million, or 30% higher than the $26.9 million in the
comparable prior year period.  Operating profit margin increased
120 basis points from 11.4% in the second quarter of last year to
12.6% in the current year.  This increase was driven by higher
production volumes, favorable sales mix, and continued efforts
across all businesses to drive LEAD (Lean Enterprise Across
Disciplines) initiatives, including low cost country sourcing.

Second quarter fiscal 2006 sales for the Tools & Supplies segment
increased approximately 26% to $174.6 million, compared to
$138.5 million in the previous year.  Excluding the impact of
foreign currency rate changes, year-over-year second quarter
Tools & Supplies segment core sales increased 11% and sales
excluding acquisitions increased 14%. Second quarter fiscal 2006
Engineered Solutions segment sales increased approximately 5% to
$101.4 million, compared to $96.7 million in the previous year.
Excluding the impact of foreign currency rate changes, second
quarter Engineered Solutions core sales and sales excluding
acquisitions both decreased 1%, the result of lower sales to the
recreational vehicle market due to weak consumer demand.

Total debt at February 28, 2006 was approximately $428 million.
Net debt (total debt less approximately $11 million of cash) was
$417 million, compared to $418 million at the beginning of the
quarter.  Excluding the approximate $9 million of cash used for
acquisition related activities and a $2 million decline in
accounts receivable securitization, Actuant generated
approximately $12 million of cash flow in the second quarter,
which is a seasonally weak cash-flow period.  The Company had
availability under its revolving credit facility of $225 million
at February 28, 2006.

The Company also announced sales and earnings guidance for the
third quarter and full year of fiscal 2006.  Mr. Arzbaecher
stated, "We expect third quarter sales and EPS to increase as
compared to the first two quarters due to normal seasonality as
well as accelerating automotive convertible top sales.  We are
projecting third quarter sales to be in the range of $300 million
to $310 million.  We are raising the lower end of our full year
fiscal 2006 sales, resulting in updated guidance of $1.155 billion
to $1.175 billion."

Headquartered in Glendale, Wisconsin, Actuant Corporation --
http://www.actuant.com/-- is a diversified industrial company
with operations in over 30 countries.  The Actuant businesses are
market leaders in highly engineered position and motion control
systems and branded hydraulic and electrical tools and supplies.
Formerly known as Applied Power Inc., Actuant was created in 2000
after the spin-off of Applied Power's electronics business segment
into a separate public company called APW Ltd.  Since 2000,
Actuant has grown its sales run rate from $482 million to over
$1 billion and its market capitalization from $113 million to over
$1.4 billion.  The company employs a workforce of more than 5,000
worldwide.  Actuant Corporation trades on the NYSE under the
symbol ATU.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 2, 2005,
Standard & Poor's Ratings Services assigned its preliminary 'B+'
subordinated debt rating to Actuant Corp.'s $900 million universal
415 shelf registration.  At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating on the Milwaukee,
Wisconsin-based company.  S&P says the outlook is stable.


ADELPHIA COMMS: Nine Creditor Groups Say Plan is Unconfirmable
--------------------------------------------------------------
At least nine more creditors and other parties-in-interest
delivered to the U.S. Bankruptcy Court for the Southern District
of New York their objections to the Plan of Reorganization filed
by Adelphia Communications Corporation and its debtor-affiliates:

   1. Appaloosa Management LP;

   2. Canpartners Investments, IV, LLC;

   3. Holders of that certain term note issued by Ft. Myers
      Acquisition Limited Partnership in the outstanding
      principal amount of $108,000,000 and secured by an interest
      in Olympus Communications, L.P.;

   4. Law Debenture Trust Company of New York, as ACC Senior
      Notes Indenture Trustee;

   5. SSIG SPF ONE LQ, LLC;

   6. The Ad Hoc Committee of ACC Senior Noteholders;

   7. The Ad Hoc Committee of Arahova Noteholders, as holders of
      over $510,000,000 in senior notes issued by Arahova
      Communications, Inc.;

   8. The Ad Hoc Committee of FrontierVision Noteholders
      representing holders of approximately:

      * $200,000,000 in senior subordinated notes issued by
        FrontierVision Operating Partners LP; and

      * $259,000,000 in senior notes issued by FrontierVision
        Holdings L.P.; and

   9. U.S. Bank, National Association.

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

The parties also point out that the Plan:

   -- improperly designates Class 3 Claims as unimpaired;
   -- improperly classifies certain claims;
   -- fails to meet the best interests of creditors test;
   -- violates the absolute priority rule; and
   -- inappropriately pays for postpetition interest.

Helena H. Huang, Esq., at Jones Day, in New York, Canpartners'
counsel, asserts that the Plan cannot be confirmed over the
objection of Class 3 Claims holders unless the Debtors modify the
Plan to provide for full payment to holders of Class 3 Claims,
including interest payments as authorized under applicable state
law for all Class 3 Claimholders.  Canpartners holds 167 separate
secured claims for more than $600,000,000, in the aggregate,
against various ACOM Debtors secured by mechanics' liens filed
against the ACOM Debtors' assets in various jurisdictions.

The FV Noteholders Committee's counsel, Amy Caton, Esq., at
Kramer Levin Naftalis & Frankel LLP, in New York, argues that the
Plan unfairly discriminates against the FV Opco Noteholders and
the FV Holdco Noteholders.

Ms. Caton contends that the Plan is unconfirmable because it
calls for the substantive consolidation of FrontierVision
Partners LP into the FV Holdco Silo, which would impose FV LP's
net payable intercompany balance of $682,000,000, on that Silo
and dilute the recovery of the FV Holdco Noteholders by two-
thirds.

The ACOM Debtors cannot meet the rigorous standards set in
Section 1129(b) of the Bankruptcy Code to cram down the FV Holdco
Note class, Ms. Caton adds.

Among other things, the ACOM Senior Noteholders Committee asks
the Court to determine whether:

   a. postpetition interest may be paid on unsecured claims
      against certain Debtors in the event that holders of
      unsecured claims against other Debtors are to receive only
      a partial satisfaction of the principal amount of their
      claims;

   b. the rate of postpetition interest, if any, is to be paid;
      and

   c. the Plan properly may cancel the Subordinated Notes to be
      forfeited by affiliates of the Rigas Family in connection
      with the Government Settlement.

The Law Debenture Trust joins in the ACOM Senior Noteholders
Committee's request.

Among others, the Arahova Noteholders Committee argues that:

   -- the structure of the CVV impermissibly ignores ownership
      rights in the designated litigation;

   -- the ACOM Debtors' substantive consolidation renders the
      Plan unconfirmable; and

   -- the Plan provisions that are inconsistent with the ACOM
      Debtors' prior representations before the Court are not
      enforceable against the Arahova Noteholders.

                  About Adelphia Communications

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 125;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Wants to Exercise Buyout Rights in Three Leases
---------------------------------------------------------------
When they filed for bankruptcy petition, Adelphia Communications
and its debtor-affiliates were party to hundreds of personal
property leases, including leases for the use of vehicles,
fixtures and equipment.  Several of the Equipment Leases grant the
ACOM Debtors the right to purchase the leased equipment on certain
terms and conditions.

On April 21, 2005, the ACOM Debtors entered into asset purchase
agreements with Time Warner, NY Cable LLC, and Comcast
Corporation, for sale of substantially all of their U.S. assets.

Pursuant to the Purchase Agreements, the ACOM Debtors are
required to deliver title to all vehicles, fixtures and equipment
covered by the Equipment Leases, free and clear of all
encumbrances to Time Warner and Comcast at the closing of the
sale.

In anticipation of the confirmation of their Plan of
Reorganization and the closing of the Sale, the ACOM Debtors have
determined that exercising the buy-out provisions contained in
certain of the Equipment Leases is necessary to ensure that they
can deliver the title of the Equipment to Time Warner and
Comcast.

The ACOM Debtors seek the authority of the U.S. Bankruptcy Court
for the Southern District of New York to enter into purchase
agreements or execute a bill of sale to exercise their Buyout
Rights for title to all of the equipment governed by these Leases:

   1. The Equipment Lease Agreement dated August 17, 1998,
      between ACOM and MDFC Equipment Leasing Corporation.  All
      of MDFC's right, title and interest in the MDFC Lease were
      subsequently acquired by General Electric Capital
      Corporation.  Pursuant to the Agreement, the ACOM Debtors
      will pay General Electric $3,200,000, in exchange for title
      to all of the equipment governed by the MDFC Lease,
      including digital home communication, terminals, digital
      converters and fiberoptic cable;

   2. The Master Lease Agreement dated December 31, 1998, between
      General Electric and FrontierVision Operating Partners,
      L.P.  Pursuant to the Agreement, the ACOM Debtors will pay
      General Electric $1,540,092, on April 1, 2006, in exchange
      for title of all of the equipment governed by the GECC
      Lease, including digital home converter boxes; and

   3. The Equipment Lease Agreement dated October 11, 2000,
      between FNBC Leasing Corporation and ACOM.  Pursuant to the
      Agreement, the ACOM Debtors will pay FNBC $3,872,084, on
      March 31, 2006, in exchange for title to all of the
      equipment governed by the FNBC Lease, including digital
      home converter boxes.

The ACOM Debtors also ask the Court to allow them to create a
streamlined procedure in which they would have authority to
exercise or negotiate other contractual buyout provisions on
notice to certain parties.

                  About Adelphia Communications

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 125;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADVANSTAR COMMS: S&P Puts B+ Rating on $75 Mil. Credit Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services held the ratings on New York-
based business-to-business media firm Advanstar Communications
Inc. (B-/Watch Neg/--) on CreditWatch with negative implications
pending the refinancing of its senior secured bank credit
facility.

At the same time, Standard & Poor's assigned a bank loan rating of
'B+' and a recovery rating of '1' to Advanstar's proposed $75
million revolving credit facility due 2009, indicating a high
expectation of full recovery of principal in a payment default
scenario.

The company is analyzed on a consolidated basis with Advanstar
Inc., its parent company.  Total consolidated debt outstanding as
of Dec. 31, 2005, was $632 million, including the parent company's
15% senior discount notes due 2011.

"Advanstar's limited liquidity and high leverage will remain
rating concerns, irrespective of the refinancing," said Standard &
Poor's credit analyst Tulip Lim.

Standard & Poor's will resolve the CreditWatch listing upon the
completion of the refinancing.  If the refinancing is successful,
the corporate credit rating will be affirmed at 'B-' with a
negative outlook.  If completing the transaction meets with
extended delays, the corporate credit rating could be lowered to
'CCC+' because of the company's limited liquidity.  If the
refinancing is not completed, the potential for future bank
covenant violations exists if EBITDA does not grow.


ADVOCAT INC: Bank Loan Maturity Extended to January 29, 2008
------------------------------------------------------------
Advocat Inc. (NASDAQ OTC: AVCA) executed an agreement to extend
the maturities of its working capital line of credit and other
borrowings with its primary commercial bank lender.  The extension
relates to notes with a total balance outstanding of $5.3 million
and also includes the Company's $2.3 million working capital line
of credit.  There is currently no balance outstanding under the
line of credit.

Under the terms of the agreement, the bank has agreed to extend
the maturity dates for the indebtedness for two years to
January 29, 2008.  The agreement also amended certain covenants of
the notes to bring Advocat into compliance with such covenants.
Other terms of the debt remain unchanged.

"This two year debt extension is a significant accomplishment in
the Company's turnaround, noted William R. Council, III, chief
executive officer of Advocat.  "We continue to have an excellent
working relationship with the bank and are grateful for its
support."

Advocat Inc. -- http://www.irinfo.com/avc-- provides long-term
care services to nursing home patients and residents of assisted
living facilities in nine states, primarily in the Southeast.

                         *     *     *

As reported in the Troubled Company Reporter on Apr. 25, 2005,
BDO Seidman LLP raised substantial doubt about Advocat Inc.'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 incurred operating losses in two of the three years in
the period ended December 31, 2004, and although the Company
reported a profit for the year ended December 31, 2004, that
profit primarily resulted from non-cash expense reductions caused
by downward adjustments in the Company's accrual for self-insured
risks associated with professional liability claims.


AMCAST INDUSTRIAL: Taps BMC as Notice, Claims and Balloting Agent
-----------------------------------------------------------------
Amcast Industrial Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of Indiana in
Indianapolis for permission to retain BMC Group, Inc., as their
notice, claims and balloting agent.

The Debtors propose to hire BMC as their claims agent to relieve
the Bankruptcy Court Clerk of the heavy administrative burden
brought by the numerous creditor and parties-in-interest involved
in their bankruptcy cases.

BMC will:

     a) prepare and serve required  notices in the Debtors'
        Chapter 11 cases;

     b) after the mailing of a particular notice, file with the
        Clerk's office a certificate or affidavit of service that
        includes a copy of the notice involved, and alphabetical
        list of persons to whom the notice was mailed and the
        date and manner of mailing;

     c) reconcile and resolve claims as requested;

     d) receive and record original proofs of claim and proofs of
        interest filed;

     e) create and maintain official claims registers;

     f) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     g) transmit to the Clerk's office a copy of the claims
        registers upon request and at agreed intervals;

     h) act as balloting agent, which will include:

           -- printing ballots;

           -- preparing voting reports; and

           -- coordinating the mailing of ballots, Disclosure
              Statement and Plan of Reorganization and other
              appropriate material;

     i) establish a toll free "800" number to receive questions
        regarding voting on the Plan;

     j) receive and record ballots, inspect ballots for conformity
        with voting procedures, and tabulate and certify the
        results.

     k) maintain up to date mailing list for all entities that
        have filed a proof of claim;

     l) provide access to the public for the examination of copies
        of the proofs of claims or interest;

     m) record all transfers of claims and notice of the
        transfers;

     n) provide temporary employees to process claims; and

     o) perform other administrative and support services related
        to noticing claims, docketing, solicitation and
        distribution, as requested by the Debtors or the Clerk of
        Court.

The Debtors will pay BMC according to the Firm's standard hourly
rates.  A copy of BMC's Fee Schedule is available for free at:

     http://researcharchives.com/t/s?72a

In addition the Debtors will pay BMC a $15,000 retainer at the
start of the Firm's engagement.  The Debtors agree to make
necessary monthly payments to BMC to maintain the retainer balance
at $15,000.

Tinamarie Feil, BMC's Chief Financial Officer, assures the
Bankruptcy Court that her firm does not hold any interest adverse
to the Debtors' estates and is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.

A copy of the Debtors' 7-page engagement agreement with BMC is
available for a fee at:

     http://www.researcharchives.com/bin/download?id=060329033558

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.


AMERICREDIT AUTOMOBILE: Moody's May Upgrade Securitization Certs.
-----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


ANCHOR GLASS: U.S. Trustee Questions Ordinary Course Professionals
------------------------------------------------------------------
Anchor Glass Container Corporation sought and obtained permission
from the U.S. Bankruptcy Court for the Middle District of Florida
to employ professionals in the ordinary course of its business,
including:

                                                     Prepetition
    Firm                                                Claim
    ----                                             -----------
    Cornerstone Environmental Health & Safety, Inc.     $39,595
    Earth Tech, Inc.                                     39,823

Given the substantial amount of the prepetition obligations, the
U.S. Trustee asks the Debtor to identify the specific nature of
the postpetition services to be provided by each of the ordinary
course professionals, and whether the prepetition obligations are
waived.

The U.S. Trustee also asks the Debtor to provide any additional
facts that may be helpful in evaluating the appropriateness of the
professionals' application.

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)


ATA AIRLINES: Court Lifts Stay to Let Georges' Lawsuit Proceed
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 16, 2006,
Milton George and Lois George asked the U.S. Bankruptcy Court for
the Southern District of Indiana to lift the automatic stay and
any injunction entered as a result of ATA Airlines, Inc.'s
confirmed Plan of Reorganization, to allow them to:

    * proceed with their litigation against ATA Airlines; and

    * engage in discovery to determine the existence of potential
      additional defendants.

In April 2004, the Georges were passengers aboard an ATA Airlines,
Inc., flight, when both contracted food poisoning.  As a result,
the Georges sustained damages, including personal injuries,
medical expenses, loss of services and pain and suffering.

The Georges timely filed a claim in the Debtors' Chapter 11 cases
on January 24, 2005.

Judge Basil H. Lorch approved the Georges' motion.

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: Settles Dispute Over Ambac Assurance's EETC Claims
----------------------------------------------------------------
Prior to the bankruptcy filing, in 2000, certain of ATA Airlines,
Inc., and its debtor-affiliates leased seven aircraft pursuant to
a leveraged lease transaction.  Ambac Assurance Corporation
participated in the 2000 EETC Transaction by issuing its
Certificate Insurance Policy insuring the payment of outstanding
principal and accrued interest to the senior tranche of debt
holders.  ATA Airlines, Inc., agreed to pay certain fees, premiums
and reimbursements to Ambac under the parties' Insurance and
Indemnity Agreement, dated February 15, 2000.

Wilmington Trust Company, as indenture trustee, was a party with
the Reorganizing Debtors under each of the 2000 EETC Aircraft
lease agreement.

After the Petition Date, the Debtors rejected the Leases for the
2000 EETC Aircraft and Wilmington Trust, at Ambac's direction,
foreclosed on the 2000 EETC Aircraft.  The foreclosure sale
proceeds, however, were deficient to pay all amounts owed to the
senior debt holders and a drawing was made to pay the balance of
the obligations.

Ambac filed two prepetition general unsecured claims relating to
Ambac's role as an insurer of the senior tranche of 2000 EETC
debt:

    * Claim No. 1057 against ATA Airlines for payments owed to
      Ambac under the Policy, a related Policy Fee Letter, and the
      Insurance Agreement; and

    * Claim No. 1056 against ATA Holdings Corp., for payments owed
      to Ambac under a Guarantee.

In October 2005 and January 2006, the Debtors objected to the
Ambac 2000 EETC Claims on either of these grounds:

    (a) improper amount;
    (b) insufficient documentation or explanation;
    (c) improper classification;
    (d) exceeded the actual loss claim; and
    (e) duplicative claims.

Following arm's-length negotiations relating to the Ambac 2000
EETC Claims and the Objections, the Reorganizing Debtors and
Ambac agree that:

    (a) Claim No. 1056 will be allowed for $68,000,000, as Ambac's
        only claim under the Leases against ATA Holdings Corp.;

    (b) Claim No. 1057 will be allowed for $68,000,000, as Ambac's
        only claim under the Leases against ATA Airlines, Inc.;
        and

    (C) Ambac acknowledges that pursuant to the operation of the
        Reorganizing Debtors' confirmed Reorganization Plan, Ambac
        will receive distribution pursuant only to one of either
        Claim Nos. 1056 or 1057.

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)


BALL CORPORATION: Completes Acquisition of Alcan Packaging Assets
-----------------------------------------------------------------
Ball Corporation (NYSE: BLL) completed the acquisition of certain
North American plastic container assets of Alcan Packaging.

Ball acquired:

     * Alcan plastic container manufacturing plants in Batavia,
       Illinois; Bellevue, Ohio; and Brampton, Ontario; and

     * a number of equipment and other assets at an Alcan plant in
       Newark, California, and at an Alcan research facility in
       Neenah, Wisconsin.

Under an agreement between Ball and Alcan, the equipment acquired
in Newark and Neenah will continue to operate in those locations
during 2006.

The acquired business becomes part of Ball's plastic packaging
division, which previously consisted of five plants producing
polyethylene terephthalate bottles, primarily for beverages.  The
former Alcan business employs approximately 470 people and is a
leading producer of barrier polypropylene plastic bottles, largely
used to package foods.  It also manufactures barrier PET plastic
bottles for beverages and foods.

"The people, assets and technology coming to Ball are good
complements to our existing plastic container business and make us
a significantly larger and more diverse supplier in the growing
market for plastic bottles," said R. David Hoover, chairman,
president and chief executive officer.

                        About Ball Corp.

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

                         *     *     *

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

Moody's also affirmed existing ratings, which include Ba1 ratings
on $1.475 billion senior secured credit facilities and
$550 million senior unsecured notes due Dec. 12, 2012.  Moody's
said the ratings outlook is stable.

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

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

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


BLUE BEAR: Files Plan and Disclosure Statement in Colorado
----------------------------------------------------------
Blue Bear Funding, LLC and the Official Committee of Unsecured
Creditors delivered a disclosure statement explaining their
Chapter 11 Plan of Reorganization to the U.S. Bankruptcy Court for
the District of Colorado on March 17, 2006.

The Debtor anticipates confirmation of its Plan on June 15, 2006,
and an initial distribution date by Aug. 15, 2006.

                       Treatment of Claims

Under the Plan, holders of these claims are entitled to full
payment:

         a) Administrative Claims
         b) Priority Tax Claims
         c) Cache Bank & Trust DIP Claim
         d) Robert & Joyce Clayton's DIP Claim
         e) Other DIP Claims
         f) Secured Tax Claims
         g) Priority Wage Claim

Silver Mountain Financial, LLC's and BRS Sunchaser's Claims will
be paid to the extent of the value of their security interests or
lien in the property of the estate, payable in equal quarterly
installments over a period of 10 years with interest rate of 8.5%
per annum.  Any deficiency amount in excess of the value of the
property will be treated as an Unsecured Claim in either Class 6
or Class 7, as applicable.

Holders of Class 3E Other Secured Claims will receive at the
Debtor's option, payment to the extent of the value of the
property subject to their security interest or lien, whichever is
lesser.

Administrative Convenience Claim Holders will receive 20% of their
allowed claims up to a maximum of $800 on the Initial Distribution
Date.

Holders of General Unsecured Claims will receive new common stock
in compromise and settlement of their claims.

Holders of Independent Factoring Companies and Subordinated Claims
will receive nothing under the Plan and old equity interests will
be extinguished and cancelled.

A full-text copy of the Debtor's disclosure statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=060329210109

The Court has scheduled a hearing on June 1, 2006, 1:30 p.m., to
consider the adequacy of the Debtor's Disclosure Statement.
Objections to the Disclosure Statement, if any, must be filed by
May 17, 2006.

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring
services. The Company filed for chapter 11 protection on Aug. 22,
2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A. White, Esq.,
and Douglas W. Jessop, Esq., at Jessop & Company, P.C., represent
the Debtor in its restructuring efforts.  When the Debtor
filed for protection from its creditors, it estimated it had
$1 million to $10 million in assets and liabilities of $10 million
to $50 million.


BURLINGTON COAT: Moodys' Junks Rating on $200 Mil. Subord. Notes
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to
Burlington Coat Factory Warehouse Corporation.  The ratings are
being assigned in connection with the proposed acquisition of
Burlington Coat by affiliates of Bain Capital Partners, LLC.

These ratings were assigned:

      * Corporate family rating at B2;

      * $775 million senior secured term loan at B2;

      * $300 million of senior unsecured guaranteed notes at B3,

      * $200 million of senior subordinated guaranteed
        notes at Caa1;

      * Speculative Grade Liquidity Rating at SGL-2.

The rating outlook is stable.  On Jan. 18, 2006, Burlington Coat
entered into a definitive merger agreement to be acquired by
affiliates of Bain Capital Partners, LLC for approximately $45.50
per share or approximately $2.1 billion.  The transaction will be
financed with: a $225 million borrowing under the proposed unrated
$800 million asset based revolver, the proceeds of the $775
million term loan, the $300 million unsecured notes, and the $200
million senior subordinated notes, as well as an equity
contribution of approximately $470.2 million.  Certain members of
the senior management team are expected to make equity investments
in the company post closing of the transaction.

The ratings are constrained by the amount of proposed funded
leverage, the weak coverage metrics, and the level of free cash
flow to debt.  In addition, the ratings consider the company's
competitive position in the apparel industry where it competes
directly with numerous larger and better capitalized companies,
notably: TJX, Kohl's, JC Penney, Wal-Mart, and Target.

The ratings also reflect Moody's expectation for on going intense
competition in the apparel industry as Wal-Mart and Target
continue to grow apparel sales, Kohl's keeps on rolling out new
stores, and JC Penney strengthens its apparel offering.  The
ratings also consider the transition the company will under go
from being family managed to professionally managed, as well as,
the strength and experience of the remaining management team.

The ratings are supported by the solid performance of the off-
price retail apparel sub segment, the geographically diverse
nationwide store base, and the company's recognizable brand name.
Moody's estimates pro forma for the transaction for the fiscal
year ended May 28, 2006, Debt/EBITDA will be approximately 6.3x,
EBIT/Interest Expense will be approximately 1.4x, and FCF/Debt
will be approximately 2.5%.

The stable outlook reflects the company's projected good liquidity
and Moody's expectation that there will be a minimal reduction in
funded debt over the next twelve to eighteen months. A positive
outlook could be assigned should operating performance improve
causing Debt/EBITDA to be sustained below 6.0x and FCF/Debt to be
sustained above 5.0%.  Negative rating pressure would develop
should Debt/EBITDA rise to 6.75x or should the company's liquidity
deteriorate.

The proposed $775 million senior secured term loan facility is
rated at the corporate family rating reflecting the value of the
assets securing the facility, particularly the portfolio of owned
real estate.  The term loan facility is secured by a first lien on
all assets other than those pledged to the asset based revolver.
In addition, the B2 rating on the term loan facility reflects its
size and scale relative to the total capital structure.  The
senior unsecured notes are one notch below the corporate family
rating reflecting their junior position to both the $800 million
asset based revolving credit facility and $775 million secured
term loan.  The senior subordinated notes are two notches below
the corporate family rating reflecting their subordinated position
in the capital structure and the enterprise value multiple
required to fully cover the subordinated notes.

The speculative grade liquidity rating of SGL-2 represents good
liquidity.  The company's internally generated cash flow combined
with seasonal borrowings under the revolver will be sufficient to
fund its working capital and capital expenditures requirements.
The company has in place a $800 million secured asset based
revolving credit facility of which $225 million will be utilized
to finance the transaction.  In addition, the asset based revolver
is expected to be used for seasonal borrowings and letters of
credit.  The credit agreement contains one financial covenant,
minimum excess availability must be greater than 8% of the
borrowing base.  In addition, the $775 million term loan facility
contains two financial covenants; Debt/EBITDA and EBITDA/Cash
Interest.  Moody's anticipates that the company will have ample
cushion to comply with these covenants.

Burlington Coat Factory Warehouse Corporation, headquartered in
Burlington, New Jersey, is a nationwide off price apparel retailer
that operates approximately 367 stores in 42 states under the
nameplates of Burlington Coat Factory, Cohoes, MJM, and Baby
Depot.  Revenues for the LTM period ended November 26, 2005 were
approximately $3.4 billion.


BURLINGTON COAT: S&P Puts CCC+ Rating on Proposed $500 Mil. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
the Burlington Coat Factory Warehouse Corp.'s proposed:

   * $300 million senior unsecured notes due in 2014; and
   * $200 million subordinated notes due 2016.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit and secured bank loan ratings.  The outlook is stable.

"The two-notch differential in the notes takes into account the
relatively large amount of secured debt in the capital structure,"
said Standard & Poor's credit analyst Diane Shand.

Proceeds from the notes offering, along with the $775 million term
loan B, $225 million of drawings under an unrated $800 million
ABL-secured revolving credit facility and a $470 million equity
investment by Bain Capital Partners will fund the leveraged buyout
of Burlington by Bain.  The notes will be issued under rule 144A
and will have future registration rights.

The ratings on Burlington, New Jersey-based Burlington Coat
Factory reflect:

   * its high debt leverage;

   * thin cash flow protection measures;

   * participation in the highly competitive apparel and home
     goods markets; and

   * small size relative to its chief competitors.

Pro forma for the transaction, Burlington will be highly
leveraged, with total debt to EBITDA of about 6.3x.  Cash flow
protection measures are thin with EBITDA coverage of interest at
about 1.8x and funds from operation to total debt about 10.5%.
Given the company's high leverage, these measures can quickly
deteriorate if Burlington experiences operating difficulties.

Burlington is a hybrid of an off-price retailer and a moderate
department store.  With $3.2 billion of sales, the company is
relatively small compared to its main competitors:

   * TJX Cos. Inc.,
   * Ross Stores Inc.,
   * Kohl's Corp., and
   * J.C. Penney Corp. Inc.

The company competes on the basis of price.


BURLINGTON COAT: Fitch Assigns CCC- Rating to Proposed Sr. Notes
----------------------------------------------------------------
Fitch initiated rating coverage of Burlington Coat Factory
Warehouse Corporation (BCF) as:

   -- Issuer default rating (IDR) 'B-'
   -- Proposed asset-based revolver 'BB-/Recovery Rating (RR1)'
   -- Proposed term loan 'B-/RR4'
   -- Proposed senior unsecured notes 'CCC/RR6'
   -- Proposed senior subordinated notes 'CCC-/RR6'

The Rating Outlook is Stable.  These actions assume that the
announced leveraged buyout and associated debt issuances close
under the announced terms.  Approximately $2.1 billion of debt is
covered by these actions.

On Jan. 18, 2006, BCF announced that it had entered into a
definitive agreement to be acquired by Bain Capital Partners for
approximately $2.1 billion, or $45.50 per share in cash.  BCF's
acquisition is to be completed utilizing new debt and an equity
contribution of approximately $500 million, as well as cash on
hand.  Pricing for the transaction is approximately 7.5x latest 12
months ended Nov. 26, 2005 operating EBITDA.  The transaction,
which has been approved by the BCF board is subject to shareholder
approval.  The shareholder meeting is to be held on April 10.

The ratings reflect BCF's recent positive sales trends as a
discounter of apparel and home products, and its broad geographic
reach.  The ratings are also based on:

   * BCF's significant leverage pro forma for the LBO;
   * intense competition in its product categories; and
   * seasonality of its operations.

BCF has a broad geographic presence with 366 stores across 42
states, and has LTM revenues of $3.3 billion.  The company has
increased its number of stores and square footage at a reasonable
pace, with a compound annual growth rate of 5% and 8%,
respectively, over the last six years.  The company's same store
sales have been positive in fiscal 2005 and in the first nine
months of fiscal 2006, and compare well with its closest
competitor.  Sales have benefited both from an increase in stores
and same store sales performance.

However, the apparel and home products market is highly
competitive with many different types of retailers, including
discounters, department stores and specialty retailers, some of
which are much bigger in size than the company.  In addition,
BCF's business is seasonal with the majority of sales occurring in
the September-January timeframe.  BCF also maintains a large
inventory of merchandise, especially outerwear, subject to risks
related to:

   * weather,
   * fashion, and
   * economic conditions.

Pro forma for the transaction, BCF's adjusted leverage, as defined
by total adjusted debt to EBITDAR would have been 6.3x for the LTM
ended Nov. 26, 2005.  Liquidity is expected to be around $400
million, consisting primarily of any undrawn asset-based revolver.
BCF will have adequate financial flexibility to meet its near-term
capital requirements and debt service obligations.

The Recovery Ratings (RRs) and notching in the debt structure
reflect Fitch's recovery expectations under a scenario in which
distressed enterprise value is allocated to the various debt
classes.  The recovery ratings for the asset-based revolver
('RR1', reflecting expected 91%-100% recovery) benefit from
substantial collateral of inventory and receivables, as well as
any borrowing limitations due to borrowing base computation, which
precludes the issuance of significant amounts of debt without
sizable increases in assets.  The term loan ('RR4', based on
expected recovery of 31%-50%) reflects the expectation of average
recovery prospects in a distressed case.  The senior unsecured
notes and senior subordinated notes ('RR6', based on expected
recovery of 0%-10%) reflects the expectation of poor recovery
prospects in a distressed case.


CANADIAN APARTMENT: DBRS Holds BBB (Low) Issuer Rating
------------------------------------------------------
Dominion Bond Rating Service confirmed the rating of Canadian
Apartment Properties REIT at BBB (low) with a Stable trend.

Rating action:

   * Issuer Rating -- Confirmed BBB (low)

CAP's credit profile remains stable and takes into consideration
the following rating concerns:

   (1) CAP continues to face challenging operating conditions
       including high energy and operating costs, and competitive
       pressure from a trend towards home ownership in a low
       interest rate environment.

   (2) CAP has significant exposure to a substantial amount of
       condominium construction in the Greater Toronto Area
       market.

   (3) CAP's EBITDA interest coverage ratio has trended below
       2.00 times.

DBRS, however, notes this metric is still reasonable in the
context of the current soft rental environment and is in-line with
its multi-residential peer group.

Those concerns are balanced by these factors:

   -- CAP has key property locations in Toronto with several
      properties located along the Toronto Transit Commission
      corridor.  DBRS believes these locations will be less
      impacted by new rental supply created by condo unit
      completions that could be offered for rental.

   -- An increasing interest rate environment could lead to a
      sustained improvement in CAP's rental suite rates and
      operating metrics.

   -- CAP has a good presence in several of Canada's strongest
      residential rental markets, which generally have stable
      economies and large population bases.  These markets are
      also attractive to new immigrants who often initially rent
      their housing.

The rating is also underpinned by these credit strengths:

   1) CAP's portfolio metrics remain relatively stable and have
      been supported by the Trust's aggressive marketing
      initiatives, increased suite renovations, and tenant
      allowances in recent years.  CAP's GTA properties continue
      to perform reasonably well and have experienced modest
      rental rate and occupancy gains as of F2005.  However, this
      improvement has been more than offset by higher operating
      and energy costs.  DBRS does not expect any meaningful
      improvement in 2006 as CAP's ability to offset these costs
      with rental rate growth will likely be limited in the
      context of a challenging rental environment.

   2) CAP has a large and well-maintained multi-family portfolio
      that contains 24,489 rental suites and provides economies
      of scale and operating efficiencies.

   3) CAP's portfolio has good property and tenant
      diversification and has less exposure to counterparty risk
      compared to other Canadian REITs.  In addition, CAP
      continues to reduce its reliance on the GTA.  DBRS expects
      this trend to continue as CAP makes selective acquisitions
      outside of the GTA as well as possible property
      dispositions in over weighted markets.

   4) Despite higher debt levels due to portfolio growth over the
      past several years, CAP's balance sheet ratios remain
      acceptable for the rating category.  DBRS also notes the
      key credit metrics have additional underlying support from
      CAP's relatively stable residential portfolio compared to
      other more volatile real estate segments.  Notwithstanding
      a limit of 70%, DBRS expects CAP to operate with a target
      debt-to-gross book value ratio at approximately 65%, which
      is reflected in the current rating.


CAPITAL AUTO: Moody's Eyes Securitization Certificates for Upgrade
------------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


CARMAX AUTO: Moody's Reviews 42 Securitization Deals for Upgrade
----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


CARSS FINANCE: Moody's Reviewing 42 Securitizations for Upgrade
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


CATHOLIC CHURCH: Bishop Skylstad Denies Sexual Abuse Charges
------------------------------------------------------------
The Reverend William S. Skylstad, Bishop of Diocese of Spokane,
Washington, has been accused of sexually abusing a minor in the
early 1960s, the Diocese's official newspaper, the Inland
Register, reports.

The claimant has filed a proof of her claim in Spokane's Chapter
11 bankruptcy proceeding.

Bishop Skylstad categorically denied the accusation stating that
he has "kept the promise of celibacy that [he] made when I was
ordained a deacon 47 years ago."

The Inland Register says internal protocols of the Diocese
regarding reports of sexual abuse are being followed.  The
Diocesan Review Board has been advised of the claim.  The Vatican
Nuncio in Washington, D.C., Archbishop Pietro Sambi, has also been
advised.

The Diocese's vicar general, Father Steve Dublinski, told the
Inland Register Bishop Skylstad will remain in ministry.  Should a
credible accusation emerge, only the Vatican could order the
Bishop to step down.  However, Father Dublinski commented that
there is no credibility to the accusation.

The abuse allegedly took place when then-Father Skylstad
ministered full-time as a teacher at Mater Cleri Seminary in
Colbert, north of Spokane.  He also was a part-time student at
Gonzaga University, taking education classes.

The Inland Register says diocesan records show, and testimonies of
priests who worked with Bishop Skylstad in that period of time
reveal, that at no time did Bishop Skylstad minister in the parish
where the alleged abuse occurred.

Greg Arpin, one of the Diocese's attorneys, recounted that the
late Cardinal Joseph Bernardin of Chicago also was the victim of
allegations of sexual abuse, which were later recanted.

The attorney representing Cardinal Bernardin's accuser is the same
attorney representing the individual accusing Bishop Skylstad,
Mr. Arpin noted.

Stephen C. Rubino, Esq., represented Steven J. Cook, a former
seminarian, in a sexual abuse case in 1993 against Cardinal
Bernardin.

Because of the potential emotional fragility of many of the
individuals who have suffered sexual abuse, the U.S. Bankruptcy
Court for the Eastern District of Washington has ordered that
strict protocols of confidentiality be observed by all parties.

"We are following the protocol to a T," Mr. Arpin said.  The
accusation is "being handled like all others received by the
Bankruptcy Court."

Bishop Skylstad is president of the United States Conference of
Catholic Bishops.  He was appointed Apostolic Administrator of
the Spokane Diocese in 1989, and Spokane's bishop in 1990.

                   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)


CONVERSENT COMMS: To Merge with Choice One Comms. and CTC Comms.
----------------------------------------------------------------
CTC Communications and Choice One Communications, which on
Feb. 10, 2006 reported their agreement to merge, are jointly
acquiring Conversent Communications, Inc., an integrated
communications provider with significant facilities and customers
in the Northeast as well as in West Virginia.

On a combined basis, the three companies currently generate about
$800 million in annual revenue and provide telecommunications
services to over 150,000 business customers representing more than
1.3 million access lines equivalents.  The combined company, which
will be privately held, will be the second largest competitive
communications provider in the U.S., with a heavy regional focus
in the Northeast, Mid-Atlantic, and upper Midwest regions.  Its
network will include 10,000 route miles of fiber and approximately
700 unique collocations.

The acquisition will be partially funded with an equity investment
from Columbia Ventures Corporation (the sole shareholder of CTC
Communications) and a corresponding equity investment from
existing Choice One shareholders or their affiliates.  Camulos
Capital LP and Varde Investment Partners LP have agreed to
backstop the equity investment from the existing Choice One
shareholders.  Additionally, Goldman Sachs Credit Partners LP has
committed to a fully underwritten senior secured credit facility
to fund the balance of the acquisition and to refinance existing
debt.

"These three companies represent a powerful combination" said
Kenneth D. Peterson, Jr., Chairman of CTC and CEO of Columbia
Ventures.  "We are bringing together a rich mix of dense network
facilities, leading products, aggressive sales organizations and
world-class employees to create a preeminent telecommunications
company.  We will have both the scale and the resources to compete
effectively with the dominant incumbent phone companies in our
markets."

"We founded Conversent to provide small and mid-sized businesses
with innovative, integrated communications solutions that are
backed by an uncompromising commitment to customer service," said
Robert Shanahan, president and CEO of Conversent Communications.
"In the last eight years, Conversent's staff has dedicated
themselves to this vision and made our company one of the fastest
growing and successful CLECs in the nation. The added network
capabilities, expanded reach and innovative service offerings that
this new combination brings together will benefit both customers
and the industry in general. We look forward to teaming with our
new partners to establish this new company."

Conversent has headquarters in Charleston, West Virginia and
Marlborough, Massachusetts; CTC is headquartered in Waltham,
Massachuesetts; and Choice One is headquartered in Rochester, New
York.  After the merger, the combined company will continue to
maintain a major presence in Boston, Rochester and Charleston.

The acquisition is subject to customary closing conditions,
including regulatory approvals.  Closing is expected to take place
in 90 to 120 days.  The name of the combined company has not yet
been determined.

The Choice One Board was advised by The Blackstone Group L.P.'s
Corporate Advisory Services team and Akin Gump Strauss Hauer &
Feld LLP.  The CTC Board was advised by Columbia Ventures
Corporation and Kelley Drye & Warren LLP.  Conversent was advised
by Miller Buckfire & Co., LLC and Edwards Angell Palmer & Dodge
LLP.

                 About Choice One Communications

Choice One Communications -- http://www.choiceonecom.com/-- is a
leading provider of voice and data services, including local and
long distance phone service, high-speed Internet, T1 access, and
web hosting, design and development services in the Northeast and
Midwest.  The company's expansive network footprint, including 490
collocation facilities, reduces its dependency on local exchange
carriers, enabling it to be highly responsive to clients needs.

                    About CTC Communications

CTC Communications -- http://www.ctcnet.com/-- is a leading
integrated communications carrier providing business customers
from Maine to Maryland with a full range of converged voice, data
and Internet services, dynamically allocated on a next-generation,
all-IP packet-based network.  The company serves small, medium and
larger business customers.  CTC's Cisco-powered IP+ATM packet
network runs over a fully managed and CTC-owned fiber optic
network.  CTC has provided cost-effective communication solutions
since 1981 and is today part of Columbia Ventures Corporation's
worldwide family of businesses.  In 2005, CTC acquired Lightship
Telecom and Connecticut Broadband.

              About Conversent Communications, Inc.

Conversent Communications, Inc. was formed through the April
2005 merger of its subsidiaries, Conversent Holdings, Inc. --
http://www.conversent.com/-- headquartered in Marlborough,
Massachusetts, and FiberNet -- http://www.wvfibernet.net/--
headquartered in Charleston, West Virginia.  CHI was cofounded
by cable entrepreneur Robert Fanch and Robert Shanahan in 1998.
FN was founded in 1997 by Fanch and other investors.  CCI serves
clients from West Virginia to Maine with innovative and flexible
communication solutions backed by a reliable network and a
dedicated customer support staff.  CCI has been recognized by
small, mid-sized, and enterprise business customers as a preferred
provider for all their communication needs.

                            *   *   *

As of March 7, 2005, Moody's Investors Service assigned Conversent
Communications, Inc., a Caa2 issuer rating and a B3 long-term
corp. family rating.

As of March 1, 2005, Standard and Poor's assigned Conversent
Communications, Inc., a B long-term foreign and local issuer
credit rating.


CORUS GROUP: S&P Reviewing Low-B Ratings for Possible Upgrade
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit rating on U.K.-based steel consortium Corus
Group PLC on CreditWatch with positive implications following
March 16, announcement concerning the intended disposal of the
aluminum division, coupled with good financial performance in
2005.

At the same time, Standard & Poor's placed its 'BB' senior
secured bank loan ratings on Corus and its 'B+' senior unsecured
debt ratings on Corus and Corus Finance PLC on CreditWatch with
positive implications.  The 'B' short-term corporate credit
rating on Corus was also placed on CreditWatch with positive
implications.

"The CreditWatch placement reflects our expectation that the
company's financial profile, which strengthened in 2005 due to
positive market conditions and a prudent financial policy, will
benefit further from the proceeds of this disposal," said
Standard & Poor's credit analyst Tatiana Kordyukova.

Financial flexibility will be significantly enhanced, even if
Corus decides to use some of the disposal proceeds to
participate in industry consolidation.  The group generated free
operating cash flow of GBP273 million in 2005, which helped to
reduce net debt to GBP821 million at year-end, unadjusted for
leases and pensions.

In resolving the CreditWatch placement, Standard & Poor's will
seek to assess Corus' progress in and prospects for reducing the
competitive gap with its European and worldwide peers.  Standard
& Poor's will also wait to see whether Corus is successful in
disposing its aluminum unit, and will assess the ways in which
the proceeds will be used.

"The ratings could be raised by one notch if Standard & Poor's
is satisfied that Corus could sustain a higher rating even if
the steel market enters into a downturn in the future," Ms.
Kordyukova added.

A two-notch upgrade seems less likely at this stage, and would
be achievable only if Corus' weak business risk profile could be
compensated in a sustainable fashion by a much stronger
financial profile.  Standard & Poor's will seek to resolve the
CreditWatch within 90 days.

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


CORUS GROUP: Fitch Revises Outlook on Low-B Ratings to Positive
---------------------------------------------------------------
Fitch Ratings changed Corus Group PLC's Outlook to Positive from
Stable and affirmed the Issuer Default Rating at BB- following
the company's announcement of its 2005 results and plan to
dispose its aluminium business for EUR826 million.  Corus' debt
instruments are also affirmed as listed below.

  a) Corus Group PLC EUR800 mln 7.5% senior notes B+;
  b) Corus Group PLC EUR307 mln 3.0% convertible bonds B+;
  c) Corus Finance PLC GBP200 mln 6.75% guaranteed bonds B+; and
  d) Corus Finance PLC EUR20 mln 5.375% guaranteed bonds B+.

Director in Fitch's Leveraged Finance team, Michelle De Angelis
disclosed, "During 2005 Corus consolidated and built upon the
foundations laid in 2004 through its cost restructuring
efforts."

"The gross proceeds from the planned disposal should also add to
the group's financial flexibility, and potentially provide
additional positive momentum to the ratings," she added.

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

Corus reported net revenues of GBP10.14 billion and EBITDA of
GBP1.03 billion in 2005. With gross debt of GBP1.69 billion  and
cash of GBP871 million, total leverage was 1.6x and net leverage
was 0.8x at year-end 2005.

Corus has stated that it does not intend to use the proceeds of
the aluminium disposal to reduce debt, but may use a portion of
the funds for investment in order to further strengthen its
business profile.

Reinvestment of the proceeds in the core business would be
viewed positively by Fitch, although a return of substantial
proceeds to shareholders in the form of a dividend could limit
the rating's upside potential.

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


CSK AUTO: Retailer Discovers Accounting Errors & Delays Reporting
-----------------------------------------------------------------
On March 27, 2006, CSK Auto Corporation (NYSE: CAO) reported the
postponement of its scheduling of a date for release of its fourth
quarter and fiscal 2005 financial results and related investor
call.

The postponement is being made to provide adequate time for the
Company and the Audit Committee of the Board of Directors of the
Company to conduct a thorough review of certain accounting errors
and irregularities discovered in the course of the Company's
ongoing assessment of internal control over financial reporting
required under Section 404 of the Sarbanes-Oxley Act of 2002 and
an internal audit.  The Audit Committee recently retained
independent counsel, who, in turn, retained a separate accounting
firm, to conduct an investigation relative to the accounting
errors and irregularities.

Based on the Audit Committee's preliminary understanding and
inquiries, the accounting errors and irregularities relate
primarily to the Company's inventories and vendor allowances:

     a) In-Transit Inventory -- The Company is investigating
        a potential overstatement of approximately $27 million
        in its in-transit inventory.  It appears that at least
        $20 million of this inventory overstatement originated in
        periods prior to fiscal year 2002.

     b) Other Inventory Accounts -- The Company has identified
        certain costs included in its inventory, a portion or
        all of which appear to be improper.  The aggregate fiscal
        year-end balances of these costs were approximately:

        * $13 million in fiscal 2001,
        * $14 million in fiscal 2002,
        * $28 million in fiscal 2003,
        * $32 million in fiscal 2004, and
        * $25 million in fiscal 2005.

        The effects of such improper costs on cost of sales by
        fiscal year, if any, have not yet been determined.

     c) Vendor Allowances -- Certain vendor allowance receivables
        on the balance sheet at the end of fiscal 2004 that were
        refunded or written off in fiscal 2005 are being
        investigated.  It appears that between approximately
        $4 million and $10 million of such receivables may have
        resulted from errors or irregularities in prior periods.

Although the Company has concluded that a restatement of its
financial statements will be required, additional inquiry and
analysis needs to be conducted by the Company and the Audit
Committee before any conclusions are reached as to the time
periods and amounts involved.  In addition, there can be no
assurance that additional matters will not be identified that
require further analysis relative to their impact on previously
issued financial statements or that the amounts involved and
nature and extent of the accounting errors and irregularities
may not ultimately differ materially from that described above.
The Company will be evaluating whether any of the accounting
errors and irregularities were the result of one or more material
weaknesses in its internal control over financial reporting in
addition to those previously reported in its fiscal 2004 Form
10-K.  Although the Company and the Audit Committee have not
completed the evaluation of internal control over financial
reporting for fiscal 2005, it is likely that the Company and its
independent registered public accounting firm will conclude that
the Company's internal controls continue to be ineffective as of
Jan. 29, 2006.

The Company has concluded that

     a) its financial statements as of January 30, 2005 and
        Feb. 1, 2004, and for each of the three fiscal years in
        the period ended Jan. 30, 2005,

     b) its selected consolidated financial data for each of the
        five years in the period ended January 30, 2005, and

     c) its interim financial information for each of its
        quarters in fiscal 2003 and fiscal 2004 included in its
        Form 10-K for the fiscal year ended Jan. 30, 2005, and
        its interim financial statements included in its Forms
        10-Q filed for the fiscal year ended Jan. 29, 2006,
        should no longer be relied upon.

Nevertheless, the Company believes that the accounting errors and
irregularities will have no impact on the Company's reported sales
or overall historical cash flows and should have no impact on its
ability to honor its contractual commitments or operate its
business in the ordinary course.

In light of the potential impacts of the accounting errors and
irregularities on fiscal 2005 periods, the Company is unable to
schedule the release of its fourth quarter or full year fiscal
2005 operating results at this time; however, based on its
understanding to date, the Company believes that its net income
for the first three quarters of fiscal 2005 will not be negatively
impacted.  Sales (on a stand-alone basis, excluding the newly
acquired Murray's Discount Auto Stores) for the fourth quarter
continued to be disappointing, with approximately flat comparable
store sales, consisting of a decline of 2% in retail same store
sales and an increase of 9% in commercial same store sales.  The
Company expects to report free cash flow (cash flow from
operations less capital expenditures) in excess of its prior
projections for fiscal 2005.

                      About CSK Auto Corp.

CSK Auto Corp. is the parent company of CSK Auto Inc., a specialty
retailer in the automotive aftermarket.  As of July 31, 2005, the
company operated 1,142 stores in 19 states under the brand names
Checker Auto Parts, Schuck's Auto Supply and Kragen Auto Parts.
The company also operated three value concept retail stores under
the brand name Pay N Save.

CSK Auto Corp.'s $30,000,000 issue of 7% Senior Subordinated Notes
due Jan. 15, 2014, carry Standard & Poor's B- rating.

CSK Auto Corp. is the borrower under a Second Amended and Restated
Credit Agreement, dated as of July 25, 2005, as amended by a First
Amendment, dated as of December 16, 2005, with a consortium of
Lenders led by JPMORGAN CHASE BANK, N.A., as Administrative Agent,
BANK OF AMERICA, N.A. and UBS LOAN FINANCE LLC, as Co-Syndication
Agents, and US BANK, NATIONAL ASSOCIATION and WACHOVIA BANK,
NATIONAL ASSOCIATION, as Co-Documentation Agents.


CSK AUTO: Moody's Watching and May Downgrade Low-B Ratings
----------------------------------------------------------
Moody's Investors Service placed the Ba3 corporate family, B2
subordinated debt, and SGL-2 speculative grade liquidity ratings
of CSK Auto Inc., on review for possible downgrade.

The review action results from CSK's announcement on March 27,
2006 that it is investigating accounting errors and irregularities
surrounding inventory valuation and vendor allowances, and hence
is delaying scheduling a date for the announcement of its fourth
quarter and fiscal year end 2005 financial results.

In addition, the Company stated that it would be evaluating
whether any of the accounting errors and irregularities were the
result of one or more material weaknesses in its internal controls
in addition to those previously reported in its fiscal 2004 Form
10-K, and that it was likely to report material weaknesses in its
internal controls for fiscal 2005.

The Audit Committee has retained independent counsel and a
separate accounting firm to conduct a thorough investigation, the
final scope of which cannot be determined at this time.  While the
Company has asserted that there will be no impact on either
historically reported sales or cash flows from issues presently
known, the potential nature and magnitude of errors and
irregularities that could be uncovered is unknown, as well as the
length of time that it may take to resolve these issues.  Under
the terms of CSK's bank credit agreement, it is a default if the
Company does not deliver audited annual financial statements
within 95 days of its fiscal year end.

Moody's review will include, but not be limited to:

   1) the continued scope of the internal investigation;

   2) the Company's progress toward remediation of the
      acknowledged material weaknesses in internal financial
      controls;

   3) timeliness of the completion of the investigation given the
      requirements under the terms of the bank credit agreement;
      and

   4) potential for charges and asset write-downs that will
      likely result.

CSK Auto, Inc., is the operating subsidiary of CSK Auto Corp.,
headquartered in Phoenix, Arizona.  CSK, operating primarily in
the Western U.S., is one of the largest auto parts retailers with
1,273 stores and revenues of $1.6 billion in the year ended
January 2005.  The Company operates stores under the names Checker
Auto Parts, Schuck's Auto Supply, Kragen Auto Parts, and Murray's
Discount Auto Stores.


DANA CORP: Moody's Puts B3 Ratings on $1.45 Billion DIP Financing
-----------------------------------------------------------------
Moody's Investors Service assigned B3 ratings to the $1.45 billion
debtor-in-possession financing of Dana Corporation as a Debtor-in-
Possession.  The DIP financing consists of a $750 million super
priority senior secured asset based revolving credit and a $700
million super priority senior secured term loan B.

The ratings are assigned on a point-in-time basis, will not be
monitored going forward, and, as a result, do not have an assigned
ratings outlook.  The ratings reflect the collateral coverage of
the facilities, which are covered by separate first lien
collateral packages with second liens on each other's collateral.

The $750 million asset based revolving credit facility has super
priority claim first lien on all domestic current assets and
second lien on assets securing DIP Term Loan B.  The revolving
credit facility will be governed by a borrowing base arrangement
consisting of an 85% advance rate against eligible accounts
receivables and an 85% advance rate against the net orderly
liquidation value of eligible inventory.  The $700 million term
loan B has super priority claim and first lien claim on all
domestic assets, a pledge of the stock of foreign subsidiaries and
a second lien on the assets securing the asset based revolving
credit facility.

The ratings also reflect the current negative free cash flow of
the debtor-in-possession entities, and the current challenging
automotive environment for General Motors and other North American
OEMs.  Furthermore, the ratings consider the intrinsic
uncertainties as to the outcome of Dana's bankruptcy case, the
unknown ability to effect the necessary changes in Dana's domestic
cost structure which are necessary to establish a viable
enterprise that could emerge from bankruptcy and fully repay the
DIP obligations.  A plan of reorganization has not been developed
at this time.

Moody's also is withdrawing all pre-petition ratings for Dana
Corporation in conjunction with the March 3, 2006 voluntary filing
by Dana and 40 of its domestic subsidiaries to reorganize under
Chapter 11 of the U.S. Bankruptcy Code.  None of the company's
affiliates outside of the U.S. were included in the filing.  The
ratings for Dana Credit Corporation, the company's lease financing
business, which was not included in the Chapter 11 filing were
also withdrawn.  While the company has historically provided
information for rating purposes, Moody's does not believe that
such information will now be available on an ongoing basis.
Consequently, the rating agency will not be able to monitor the
ratings going forward and consistent with Moody's policies, the
ratings will be withdrawn.

Ratings assigned on a point in time basis:

   1. Dana Corporation as a Debtor-in-Possession

      * $750 million secured revolving credit, B3
      * $700 million secured term loan B, B3

Ratings withdrawn:

   1. Dana Corporation

      * Corporate Family, Caa3
      * Senior Unsecured Notes, Ca
      * Speculative Grade Liquidity Rating, SGL-4

   2. Dana Credit Corporation

      * Senior Unsecured Notes, Ca

The DIP facilities will be used to repay prepetition secured debt,
issue letters-of-credit to support the company's domestic and
international operations, support working capital requirements,
capital expenditures, and general corporate purposes.  The DIP
facilities will be guaranteed by substantially all of Dana's
direct and indirect domestic subsidiaries that filed for Chapter
11 protection.  Both the revolving credit and term loan B will
have a maturity of the earlier of 24 months, or the date of
substantial consummation of a Plan of Reorganization.

The revolving credit will be governed by a borrowing base of up to
85% of eligible trade accounts receivables of the DIP Loan
Parties, and up to the lesser of (A) 85% of the net orderly
liquidation value of eligible inventory of the DIP Loan Parties
and (B) 65% of eligible inventory.  Moody's notes that revolving
credit borrowings will be subject to concentration limits.  The
term loan B is secured by a first priority interest on all
domestic assets, a pledge of stock of foreign subsidiaries and a
second lien on all assets securing the revolving credit.  Moody's
notes that, in aggregate, Dana's foreign subsidiary operations are
profitable.

Moody's assessment of risk for DIP facilities addresses two
factors.  The first is the probability of the company successfully
reorganizing and emerging from bankruptcy with DIP indebtedness
being paid in full.  The second, should reorganization be
unsuccessful, is the extent of protection provided to DIP lenders
by the liquidation value and character of the collateral.

Moody's notes that, it is probable that Dana will emerge from
bankruptcy.  Dana is a leading global automotive supplier of
light-and heavy-drivetrain products, structures, thermal, and
sealing systems with long-standing relationships with leading
OEMs.  The revolving credit facility is expected to provide
sufficient liquidity through maturity of the facilities.  However,
substantial cost and/or loss reductions will be required to return
the domestic debtor entities to profitable operating income and a
positive free cash flow position.

As a result, increasing use of the DIP revolving credit is
expected without profit improvement efforts for the domestic
debtor entities going beyond the asset sales and cost reduction
efforts announced by the company in October 2005.  Dana must
identify and implement immediate cost savings opportunities
provided through the Chapter 11 process such as lease and contract
rejections in order to restore profitability in the U.S.
operations.  Dana's profitable international operations are
expected to continue to improve as the company benefits from
shifting its manufacturing base to lower cost countries.  While
the previously announced asset sales are expected to support the
company's liquidity through the Chapter 11 process, shortfalls in
expected asset sale proceeds may be supplemented with cash
generated in the company's non-debtor international operations
through inter-company note repayments.

The extent of additional cost savings which can be achieved,
additional asset sales or business closures, and their respective
timing is presently unknown.  Without substantial operating
improvements, Dana's U.S. operations are expected to have negative
free cash flow.  These results incorporate North American
production volumes and the loss of market share of the big 3 OEMs.

Accordingly, Moody's believes that accomplishing additional
material cost savings within the 24 month term of the facilities
and in the current North American automotive environment could be
challenging.  The ratings also reflect the risk of disruptions
from a strike at Delphi Corporation which would further negatively
impact the difficult operating environment over the intermediate
term for General Motors, one of Dana's major customers.  The
company continues to face ongoing price down agreements with its
OEM customers.  In addition Dana remains exposed to fluctuations
in its raw material costs with a limited ability to pass increases
on to customers.

The revolving credit will be supported by regular borrowing base
reporting, and quarterly field examinations.  The accounts
receivables have been assessed through a field examination report.
Third party appraisals have been performed to estimate the net
orderly liquidation values of the inventory.

Third party appraisals have been performed to estimate the net
orderly liquidation values of machinery & equipment and the fair
market value of real estate supporting the term loan B.  The value
of the stock of the foreign subsidiaries is subject to opinions on
appropriate market multiples.  Assuming conservative multiples of
the foreign subsidiaries' EBITDA, the value of the stock of the
foreign subsidiaries results in the majority of the collateral
coverage for the term loan B.  The appraised value of the domestic
real estate and machinery and equipment and to a lesser extent,
the second lien interest in the revolving credit collateral, will
comprise the minority of the term loan B coverage.

Compromised liabilities at Dana will include approximately $1.9
billion of debt.  In addition, other liabilities subject to
compromise will include prepetition trade payables.  The under-
funded amounts of its domestic pension plans also add to these
amounts.  While the borrowing base arrangement and relatively
assigned first priority security provides considerable collateral
protection for the revolving credit and term loan B facilities,
the documentation will include a minimum consolidated EBITDAR
financial covenant which will include non-debtor foreign
subsidiaries measured on a global basis.  The strengths at
international operations could offset weakness in the domestic
borrower/guarantor group and limit the effectiveness of this
covenant for the debtor entities.

The B3 ratings incorporate the above benefits and challenges of
the collateral coverage of each the revolving credit facility and
the term loan B facility.  The ratings also reflect Moody's belief
that under stressed scenarios, liquidation of the collateral would
provide for full recovery of principal.  In a liquidation scenario
the revolving credit facility would be paid out of the current
assets of the debtor entities first.  While these are more liquid
assets, Moody's notes the high business concentrations with Ford
and GM and their respective business risks.

The term loan B's value is supported by the profitable foreign
operations, while also affected by the business risks of
concentrations with Ford and GM.  In addition, the ratings
consider the efforts and uncertain timing on realizing the value
of the foreign operations.  The revolving credit facility and the
term loan B facility have second lien interest in each other's
collateral.  The combination of the above benefits and challenges
results in the ratings for the revolving credit and term loan
facilities being the same.

Dana Corporation, headquartered in Toledo, Ohio, is a global
leader in the engineering, manufacture and distribution of
products and services for the automotive, engine, heavy truck,
off-highway, industrial and leasing markets.  Dana Credit
Corporation is a wholly owned leasing and finance subsidiary of
Dana Corporation, which is in the process of being liquidated.
Dana had annual sales of approximately $8.6 billion in 2005 and
employs 46,000 people in 28 countries.


DANA CORP: Gets Final Approval on $1.45 Bil. DIP Credit Facility
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 6, 2006, Dana
Corporation obtained interim approval from the U.S. Bankruptcy
Court for the Southern District of New York to use $800,000,000 of
its debtor-in-possession credit facility.

Today, Dana received final Court approval for the full amount of
its $1.45 billion DIP financing.  The full facility consists of a
$750 million revolving credit facility and a $700 million term
loan.  The term of the DIP facility was extended to 24 months from
the date of the Debtors' bankruptcy filing.

The DIP credit facility is being provided by a group of banks led
by CitiCorp North America, Inc., Bank of America, N.A., and
JPMorgan Chase Bank, N.A.

Commenting in a press statement released today, Dana Chairman and
Chief Executive Officer Mike Burns said, "We are pleased to have
the full financing facility available as we proceed with the
company's reorganization.  This financing, combined with existing
cash flow from operations, provides added assurance to our
suppliers, employees, and customers that we will continue to meet
our post-filing obligations to them.  With a stable financial
footing, we can focus our energies on executing our plans to
improve operations, strengthen performance, and achieve a
sustained turnaround at Dana."

              Final DIP Revolving Credit Facility

Specifically, Dana is allowed to obtain a $750,000,000 asset-based
revolving credit facility with interest at 2.25 percentage points
over the London Interbank Offered Rate.

The DIP Revolver will be secured by superpriority claim and first
lien on all domestic current assets and second lien on assets
securing the DIP Term Loan B.

The financial covenants include (i) minimum global EBITDAR, (ii)
minimum DIP revolving Credit availability and (iii) maximum
capital expenditures.

The DIP Revolver will be governed by a borrowing base consisting
of domestic accounts and receivable inventory.

                      Final DIP Term Loan B

Dana also have access to a $700,000,000 term loan paying lower
interest at LIBOR plus 2.75 percentage points.

Interest under the Credit Agreement originally presented to the
Court on the Petition Date will accrue, at Dana's option, either
at (i) LIBOR plus a per annum margin of 3.25% or (ii) the prime
rate plus a per annum margin of 2.25% in the case of the term
loan facility.

The financial covenants include (i) minimum global EBITDAR, (ii)
minimum DIP revolving Credit availability and (iii) maximum
capital expenditures.

Mandatory prepayments include 100% of net asset sale proceeds,
other than, without limitation, (i) any proceeds from proposed
divestitures publicly disclosed as of the Closing Date and
certain other permitted divestitures, and (ii) any proceeds from
an asset sale or related asset sales that are less than
$5,000,000, subject to agreed exceptions.

The Term Loan will be secured by a superpriority claim and first
lien on all domestic assets, including  -- except current assets
-- stock of foreign subsidiaries:

   (1) U.S. real estate and machinery and equipment with a book
       value of $730,000,000 as of December 31, 2005; and

   (2) 2005 foreign EBITDA of $459,400,000, which includes
       $20,000,00 interest income.

The Term Loan will also be secured by a second lien on assets
securing the DIP Revolving Credit Facility.

                       Canadian Facility

Furthermore, Dana is allowed to get a $100,000,000 revolving
credit facility for its Canadian unit, Dana Canada Corporation, at
an interest rate of 2.25% over LIBOR.

The Canadian Facility will be governed by a borrowing base equal
to the sum of:

   (i) up to 85% of Canadian accounts receivable;

  (ii) 85% of net orderly liquidation value of eligible
       inventory;

(iii) 80% of net orderly liquidation value of eligible machinery
       and equipment; and

  (iv) 60% of fair market value of real estate.

The Debtors' obligations under the Canadian Facility will be
secured by a first lien on substantially all Canadian assets of
Dana.

All of the loans and other obligations under the Credit Agreement
will be due and payable on the earlier of (i) 18 months after the
effective date of the Credit Agreement or (ii) the consummation
of a plan of reorganization.

A full-text copy of the Dana's presentation is available at no
charge at http://researcharchives.com/t/s?720

         Dana Discusses Loan Syndication with Lenders

Management of Dana Corp. met with prospective lenders on
March 22, 2006, to discuss matters relating to its $1.45 billion
DIP credit agreement, the company disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission.

Dana management met with Citigroup, JPMorgan and Bank of America,
to discuss syndication of the DIP loans to a wider group of
lenders.  Management also discussed Dana's Chapter 11 bankruptcy
filing, business, strategic initiatives and certain historical
financial information.

                         About Dana Corp.

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


DANA CORP: Section 341 Meeting of Creditors Slated for July 20
--------------------------------------------------------------
Deirdre A. Martini, the United States Trustee for Region 2, will
convene a meeting of Dana Corporation and its debtor-affiliates'
creditors pursuant to Section 341(a) of the Bankruptcy Code on
July 20, 2006, at 2:00 p.m.

The meeting will held at the Office of the U.S. Trustee at
80 Broad Street, 2nd Floor, New York, NY 10004.

All creditors are invited, but not required, to attend.  This
Official Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtors under oath.

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


DELPHI CORP: U.S. Trustee Amends Creditors Committee Membership
---------------------------------------------------------------
Deirdre A. Martini, United States Trustee for Region 2, appoints
Tyco Electronics Corporation to the Official Committee of
Unsecured Creditors, following the resignation of Flextronics
International Asia-Pacific, Ltd.:

The Committee now consists of:

          1. Electronic Data Systems Corp.
             5505 Corporate Drive MSIA
             Troy, MI 48098
             Attention: Michael Nefkens
             Phone: (248) 696-1729

          2. General Electric Company
             One Plastics Avenue
             Pittsfield, MA 01201
             Attention: Valerie Venable
             Phone: (704) 992-5075

          3. Tyco Electronics Corporation
             60 Columbia Road
             Morristown, NJ 07960
             Attention: MaryAnn Brereton
             Phone: 973.656.8365
             Facsimile: 973.656.8805

          4. IUE-CWA
             2360 W. Dorothy Lane, Suite 201
             Dayton, Ohio 45439
             Attention: Henry Reichard
             Phone: (937) 294-7813

          5. Capital Research and Management Company
             11100 Santa Monica Blvd., 15th Floor
             Los Angeles, CA 90025
             Attention: Michelle Robson
             Phone: (310) 996-6140

          6. Wilmington Trust Company, as Indenture Trustee
             Rodney Square North
             1100 North Market Street
             Wilmington, DE 19890
             Attention: Steven M. Cimalore
             Phone: (302) 636-6058

          7. Freescale Semiconductor, Inc.
             6501 William Cannon Drive West
             Austin, TX 78735
             Attention: Richard Lee Chambers, III
             Phone: (512) 895-6357

The International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America is an ex-officio member
of the Official Committee of Unsecured Creditors.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Gets Court OK to Hire Cadwalader as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Delphi Corporation and its debtor-affiliates to employ
Cadwalader, Wickersham & Taft LLP, nunc pro tunc to October 8,
2005.  Cadwalader will serve as government investigations counsel
to the Debtors during these Chapter 11 cases.  Having performed
similar work for the Debtors in the past, Cadwalader is familiar
with the Debtors' businesses and operations.

As government investigations counsel, Cadwalader will:

   (a) provide advice and counsel with respect to ongoing
       investigations by the Department of Justice and other law
       enforcement agencies;

   (b) provide advice and counsel with respect to design and
       implementation of compliance and controls programs;

   (c) conduct and supervise internal investigations related to
       government investigations; and

   (d) provide assistance in complying with government requests
       and coordinating document productions and interviews.

Philip Urofsky, Esq., a member of the firm, assures the Court
that Cadwalader does not hold or represent any interest adverse
to the Debtors with respect to the matters on which it is to be
employed.

As compensation for the services rendered, Cadwalader has agreed
to accept standard hourly rates reduced by 10%.  The Cadwalader
attorneys who are expected to be principally responsible for the
matters in these Chapter 11 cases and their standard hourly rates
are:

             James K. Robinson, Esq.       $770
             Philip Urofsky, Esq.          $595

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000


DELTA AIR: Could Explore Comair Sale Says CEO Edward Bastian
------------------------------------------------------------
Delta Air Lines' chief financial officer, Edward Bastian,
disclosed during a Bankruptcy Court hearing on March 27, 2006,
that the carrier is open to selling Comair, Reuters reports.

Comair, Delta's regional airline subsidiary based in
Cincinnati/Northern Kentucky International Airport, filed for
bankruptcy protection on Sept. 14, 2005, along with 18 other Delta
affiliates.

According to Reuters, Delta will explore a sale if Comair is able
to restructure.

Like its parent, Comair has been struggling to cut costs.  As
reported in the Troubled Company Reporter on March 3, 2006, Comair
asked the U.S. Bankruptcy Court for the Southern District of New
York for permission to toss its collective bargaining agreement
with 970 flight attendants, represented by the International
Brotherhood of Teamsters.

Comair wants to ink a new deal with the Union that would result in
a 38% reduction in the flight attendants' annual wages, deep cuts
in health care coverage and the elimination of their retirement
plan.

On March 24, 2006, 96% of Comair flight attendants voted to
authorize a strike.

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.


DOE RUN: Subsidiary's Strained Capital Prompts Going Concern Doubt
------------------------------------------------------------------
Crowe Chizek and Company LLC expressed substantial doubt about The
Doe Run Resources Corporation ability to continue as a going
concern after auditing the Company's financial statements for the
years ended October 31, 2005, and 2004.

The auditing firm pointed to Doe Run's subsidiary, Doe Run Peru's
significant capital requirements under environmental commitments,
which, if not met, could result in defaults of Doe Run Peru's
credit agreements.  Crowe Chizek also noted Doe Run Peru's
substantial contingencies related to tax and significant debt
service obligations.

                       2005 Financials

For the 12 months ended Oct. 31, 2005, Doe Run Resources earned
$46,386,000 of net income on $1,029,440,000 of total revenues.
For the 12 months ended Oct. 31, 2004, the Company earned
$4,914,000 of net income on $868,068,000 of total revenues.

Doe Run Resources had $51,300,000 of capital expenditures in
fiscal year 2005 and projects approximately $54,100,000 of capital
expenditures for 2006, including spending on Doe Run Peru's
Environmental Remediation and Management Program, known as PAMA
projects, in Peru.

Doe Run Resources' primary sources of liquidity are cash provided
by operating activities and its two revolving credit facilities.
The Doe Run revolving credit facility allows Doe Run and certain
U.S. subsidiaries to borrow up to $75,000,000 and will expire on
Aug. 29, 2008.

At Oct. 31, 2005, Doe Run Resources' balance sheet showed
$494,775,000 in total assets and $634,185,000 in total
liabilities.  The Company reports a $123,141,000 accumulated
deficit at Oct. 31, 2005.

A full-text copy of Doe Run's latest annual report is available
for free at http://ResearchArchives.com/t/s?716

                           New CEO

As reported in the Troubled Company Reporter on Dec. 27, 2005, Doe
Run Resources Corporation unveiled a succession plan for two of
its top management positions.  Pursuant to that plan, Jeffrey L.
Zelms, vice chairman, president and chief executive officer, will
retire as president of The Doe Run Company effective Jan. 1, 2006,
and will retire as vice chairman and CEO on April 1, 2006.

According to the company's succession plan, Bruce Neil, president
of Doe Run Peru, will succeed Mr. Zelms as president of The Doe
Run Company and will relocate to St. Louis.  Upon Mr. Zelms'
retirement in April, Mr. Neil will assume the position of CEO.

                   About Doe Run Resources

Headquartered in St. Louis, Missouri, The Doe Run Resources
Corporation, aka The Doe Run Company, is a producer of non-ferrous
and precious metals with operations in the United States and Peru.
The Company is also the largest integrated lead producer in North
America and the largest primary lead producer in the western
world.

As of Oct. 31, 2005, Doe Run Resources' stockholders' equity
deficit decreased to $167,905,000 from a $210,736,000 equity
deficit reported at Oct. 31, 2004.


DRESSER INC: Late Form 10-K Filing Prompts Moody's Ratings Review
-----------------------------------------------------------------
Moody's Investors Service placed the ratings for Dresser, Inc.,
under review for possible downgrade as a result of the company's
inability to file its 2005 Annual Report on Form 10-K by the March
31, 2006 requirement.

The review is also prompted by concerns about the effectiveness of
Dresser's internal controls and continued high leverage, despite
recent debt reduction efforts.  The filing delay is the result of
the need to address certain accounting issues, the company's
recent focus on completing prior-period reports, and the
accounting effort associated with the November 2005 sale of two of
its businesses.

Moody's review will entail a review of the 10-K, when filed; an
assessment of the implications of Dresser's material internal
control weaknesses; and prospects for further leverage reduction
over the near-term.  Dresser's ratings could be downgraded by one
notch if the company is unable to file its Form 10-K by the second
quarter of 2006 due to additional reporting weaknesses or material
restatements.

The filing delay represents a continued inability for Dresser to
timely file its financial statements with the SEC.  Moody's
believes that ongoing financial statement filing delays have
created significant management distractions.  As a result of the
filing delay, Dresser will be in violation of the financial
reporting covenant under its senior secured credit facility.

The company is currently seeking extension of its financial
statement delivery requirements from the lenders under its senior
secured credit facility.  If Dresser is unable to obtain the
waivers from its secured lenders, the lenders will have the option
to accelerate payment, which would put significant liquidity
pressure on the company.

If the company is unable to file by March 31, 2006, it will also
be in violation of reporting covenants in its senior unsecured
term loan and bond indenture.  If the company receives a notice of
default from the Trustee or at least 25% of its unsecured lenders
or subordinate bondholders, an official 30 day cure period will
begin during which time the company must either file its 10-K or
obtain a waiver to extend the filing date.  If the company cannot
file within the cure period, the unsecured lenders will also have
the option to accelerate the obligations at the end of the 30-day
cure period.  Moody's notes that Dresser has continued to receive
support from its lender group over the past two years.

Dresser has reported six material weaknesses, two of which relate
to its on/off valves business, which was sold in November 2005.
These weaknesses are the root cause for the company's filing
delays and restatements.  While Moody's notes that the financial
impact of the restatements has ultimately been small, the nature
and pervasiveness of the internal control issues reported are very
serious because they relate to company-level controls and indicate
a weak control environment.  While Dresser is making efforts to
address its internal control weaknesses, the company is unlikely
to avoid reporting material weaknesses when it does file its 2005
10-K.  Until the material weaknesses are fully resolved, some
uncertainty remains regarding the company's financial reporting.

While Dresser has recently been successful in reducing leverage
through proceeds from asset sales and to a lesser extent cash
flow, the company's leverage continues to remain high for its Ba3
rating.  Pro forma for the recent debt reduction since the end of
the third quarter of 2005, Moody's estimates Dresser's debt at
6.2x, which is materially above the median for its Ba3 rated
peers.  Further leverage reduction through improved earnings is
possible in 2006, as Moody's expects that domestic and
international demand for energy related goods and services will
remain strong in 2006.  However, we remain concerned that the
level of earnings improvement may be insufficient to reduce
leverage to a range more appropriate for a Ba3 rating.

Moody's placed these ratings under review for possible downgrade:

   * Ba3 -- Corporate Family Rating

   * Ba3 rated senior secured Tranche C term loan maturing 2009

   * B1 rated senior unsecured term loan maturing 2010

   * B2 rated senior subordinated notes maturing 2011

Dresser, Inc. is headquartered in Addison, Texas.


DYNEGY INC: Gets Requisite Consents for $1.6 Billion Senior Notes
-----------------------------------------------------------------
Dynegy Inc. (NYSE:DYN) and its wholly owned subsidiary, Dynegy
Holdings Inc., reported the results to date of DHI's previously
reported cash tender offer and consent solicitation for:

     * its Second Priority Senior Secured Floating Rate Notes due
       2008 (CUSIP No. 26816LAH5),

     * its 9.875% Second Priority Senior Secured Notes due 2010
       (CUSIP Nos. 26816LAL6 and U2676AAD5) and

     * its 10.125% Second Priority Senior Secured Notes due 2013
       (CUSIP Nos. 26816LAP7 and U2676AAE3).

As of 5:00 p.m., New York City time, March 28, 2006, which was the
deadline for holders who desired to receive the cash consent
payment to tender their Notes and deliver their consents, DHI had
received tenders and consents for:

     * $150.720 million in aggregate principal amount of the 2008
       Notes, representing 67% of the outstanding 2008 Notes,

     * $613.750 million in aggregate principal amount of the 2010
       Notes, representing 98.2% of the outstanding 2010 Notes,
       and

     * $898.305 million in aggregate principal amount of the 2013
       Notes, representing 99.9% of the outstanding 2013 Notes.

Accordingly, the requisite consents to adopt the proposed
amendments to the indenture pursuant to which the Notes were
issued and to effect the proposed releases of the liens on equity
interests securing the obligations of DHI and the guarantors of
the Notes under the indenture have been received, and a
supplemental indenture to effect the proposed amendments and lien
releases has been executed.  The proposed amendments, which will
eliminate substantially all of the restrictive covenants and
eliminate or modify certain events of default and related
provisions contained in the indenture, and the proposed lien
releases will become operative when the tendered Notes are
accepted for purchase by DHI, which is expected to occur on or
about April 12, 2006.

The tender offer and consent solicitation remains open and is
scheduled to expire at Midnight, New York City time, on April 11,
2006, unless extended.

Holders who validly tendered their Notes and delivered their
consents prior to the Consent Date will receive the total
consideration, as described in the Offer to Purchase and Consent
Solicitation Statement of DHI, dated March 15, 2006, as
supplemented by the Supplement thereto dated March 20, 2006.  The
total consideration includes a cash consent payment of $30.00 per
$1,000 principal amount of Notes validly tendered.  Holders who
tender their Notes and deliver their consents after the Consent
Date, but prior to the Expiration Date, will receive the tender
offer consideration, which consists of the total consideration
less the cash consent payment of $30.00 per $1,000 principal
amount of tendered Notes. Holders of Notes validly tendered prior
to the Expiration Date will also receive accrued and unpaid
interest on their tendered Notes up to, but not including, the
payment date for the tender offer and consent solicitation, which
is expected to be on or about April 12, 2006, unless extended.

The total consideration and tender offer consideration for the
2010 Notes and 2013 Notes will be determined as described in the
Statement as of 10:00 a.m., New York City time, on March 29, 2006
(unless DHI extends the tender offer and consent solicitation for
any period longer than ten business days from the previously
scheduled Expiration Date, in which case a new price determination
date will be established).  The total consideration and tender
offer consideration per $1,000 principal amount of the 2008 Notes
is $1,045.00 and $1,015.00 as described in the Statement and as
announced on March 15, 2006.

Withdrawal and revocation rights with respect to tendered Notes
and delivered consents expired as of the Consent Date.
Accordingly, holders may no longer withdraw any Notes previously
or hereafter tendered or revoked any consents previously or
hereafter delivered, except in the limited circumstances described
in the Statement.

The tender offer and consent solicitation are subject to the
satisfaction of certain conditions, including the consummation by
DHI of one or more new debt financings on terms satisfactory to
DHI in an aggregate amount not less than $750 million.  No
assurance can be given that such new financings will be completed
in a timely manner or at all.

The complete terms and conditions of the tender offer and consent
solicitation are described in the Statement and the related
Consent and Letter of Transmittal, copies of which may be obtained
by contacting the information agent for the tender offer and
consent solicitation:

     Global Bondholder Services Corporation
     Telephone (212) 430-3774
     Toll-Free (866) 387-1500

Questions regarding the tender offer and consent solicitation may
be directed to the dealer managers and solicitation agents for the
tender offer and consent solicitation:

     Credit Suisse Securities (USA) LLC
     Telephone (212) 538-0652
     Toll-Free (800) 820-1653

               and

     Banc of America Securities LLC
     Telephone (212) 847-5834
     Toll-Free (888) 292-0070

The tender offer and consent solicitation is being made solely by
the Offer to Purchase and Consent Solicitation Statement of DHI,
dated March 15, 2006, as supplemented by the Supplement thereto
dated March 20, 2006, and the related Consent and Letter of
Transmittal.

Dynegy Inc. -- http://www.dynegy.com-- provides electricity to
markets and customers throughout the United States.  The company's
fleet of power generation facilities consists of baseload,
intermediate and peaking power plants fueled by a mix of coal,
fuel oil and natural gas.  Located in 12 states, the portfolio is
well-positioned to capitalize on regional differences in power
prices and weather-driven demand.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 24, 2006,
Fitch upgraded Dynegy Holdings Inc.'s (DYNH) senior unsecured
debt rating to 'B-/RR4' from 'CCC+'.  In addition, the rating for
Dynegy Inc.'s (DYN) convertible subordinated debentures,
guaranteed by DYNH, has also been upgraded to 'B-/RR4' from
'CCC+'.  Other ratings are affirmed:

DYN:

   * Issuer default rating at 'B-'

DYNH:

   * Secured revolving credit facility at 'BB-/RR1'
   * Second priority secured notes at 'B+/RR1'
   * Issuer default rating at 'B-'

Dynegy Capital Trust I:

   * Trust preferred stock at 'CCC-/RR6'

The Rating Outlook for DYN and DYNH securities remains Stable.
Approximately $4 billion of securities are affected by the rating
action.

In addition to its outstanding securities, Fitch expects
to assign a 'BB-' rating to DYNH's newly proposed Secured Credit
Facilities, which is the same rating level as the secured credit
facility it will be replacing.


EARL BRICE: Trustees Blocks Ch. 7 Trustee From Making Payments
--------------------------------------------------------------
A request made by the Plan Trustees of Earl Brice Equipment, LLC's
Contractors, Laborers, Teamsters and Engineers Health, Welfare and
Pension Plans to inhibit the Debtor's Chapter 7 Trustee from
making certain payments is on hold after the U.S. Bankruptcy Court
for the District of Nebraska took the matter under advisement.

The Plan Trustees are asking the Bankruptcy Court to prevent
Chapter 7 Trustee James E. Killips from making payments, except
those due to the Internal Revenue Service and the Nebraska
Department of Revenue, until a proper and complete accounting of
the Debtor's assets is distributed to claimants and interested
parties.

According to the Plan Trustees, Mr. Killips' monthly operating
reports filed with the Bankruptcy Court lack sufficient
information.

The Plan Trustees complain that Mr. Killips paid expenses without
any explanation or proper accounting and distributed the proceeds
of the sale of certain of the Debtor's assets without
authorization from the Bankruptcy Court.

In addition, the Plan Trustees pointed out that Mr. Killips, who
also serves as Chapter 7 Trustee for Earl Brice's affiliate, M&S
Grading, Inc., has not filed any report relating to M&S since his
appointment on Dec. 21, 2004.

The Plan Trustees contemporaneously filed a motion seeking to stop
any transfer or disposition of M&S' funds (including payments or
transfers to Earl Brice), until an accounting is completed.

Mr. Killips opposes the Plan Trustees' request.  The Chapter 7
Trustee says that he:

     -- complied with all applicable law and followed all rules;
     -- obtained court approval for the sales; and
     -- has priority over the claim of the Plan Trustees

Headquartered in Omaha, Nebraska, Earl Brice Equipment, LLC, filed
for chapter 11 protection on Dec. 21, 2004 (Bankr. D. Nebr. Case
No. 04-84283).  The Debtor's Chapter 11 case was converted to a
liquidation proceeding under Chapter 7 of the Bankruptcy Code on
June 23, 2005.  James E. Killips serves as Chapter 7 Trustee.
Jenna B. Taub, Esq., at Robert F. Craig, P.C., represents Mr.
Killips.  When the Debtor filed for protection from its creditors,
it reported estimated assets and debts of $10 million to
$50 million.


ELECTRIC CITY: Recurring Losses Prompt Going Concern Doubt
----------------------------------------------------------
BDO Seidman, LLP, expressed substantial doubt about Electric City
Corp.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended December 31,
2005 and 2004.  The auditing firm pointed to the Company's
recurring losses from operations.

                       2005 Financials

For the 12 months ended Dec. 31, 2005, Electric City incurred a
$6,872,738 net loss on $4,854,772 of total revenues.  For the
12 months ended Dec. 31, 2004, the Company incurred a $5,159,362
net loss on $2,412,635 of total revenues.

As of Dec. 31, 2005, Electric City had $4,229,150 of cash and cash
equivalents, compared to $1,789,808 of cash and cash equivalents
at Dec. 31, 2004.  The Company has $2,439,342 of net cash for the
year ended Dec. 31, 2005.

At Dec. 31, 2005, Electric City's balance sheet showed $17,098,974
in total assets and $12,721,337 in total liabilities.  The
Company's balance sheet shows a $60,398,621 accumulated deficit at
Dec. 31, 2005.

A full-text copy of Electric City's annual report is available for
free at http://ResearchArchives.com/t/s?728

Headquartered in Elk Grove Village, Illinois, Electric City Corp.
-- http://www.elccorp.com/-- is a leading developer, manufacturer
and integrator of energy savings technologies and performance
monitoring systems.  Electric City is comprised of three
integrated operating companies that provide customers with total
energy solutions.  With thousands of customer installations across
North America, Electric City has been reducing customers'
operating costs for over 20 years.   By linking its customers'
sites, the Company is developing large-scale, dispatchable, demand
response systems we call Virtual Negawatt Power Plan.  The Company
is developing its first VNPP(R) development - a 50-Megawatt
negative power system for ComEd in Northern Illinois, a second 27-
Megawatt system with PacifiCorp in the Salt Lake City area, and a
pilot program in Ontario, Canada with Enersource.


EMERITUS CORP: Settles $19.5M Texas Negligence Case for $5 Million
------------------------------------------------------------------
Emeritus Corporation (AMEX: ESC) will settle a San Antonio, Texas,
case pending on appeal for $5 million.

Relatives of a resident in the Company's facility in San Antonio
sued the company for negligence in 2003.  A Texas jury awarded the
plaintiffs $1.5 million in compensatory damages and $18 million in
punitive damages in February 2005.

The Company recorded the $19.5-million verdict amount on its 2004
financial statements.  Because of the settlement, the Company
would record a $13.4 million gain in the first quarter of 2006.

Emeritus Corp aka Emeritus Assisted Living --
http://www.emeritus.com/-- is a national provider of assisted
living and related services to seniors.  Emeritus is one of the
largest developers and operators of freestanding assisted living
communities throughout the United States.  These communities
provide a residential housing alternative for senior citizens who
need help with the activities of daily living with an emphasis on
assistance with personal care services to provide residents with
an opportunity for support in the aging process.  Emeritus
currently holds interests in 182 communities representing capacity
for approximately 18,400 residents in 34 states.

Emeritus' equity deficit narrowed to $113,073,000 at Dec. 31,
2005, from a $134,220,000 equity deficit at Sept. 30, 2005.


ENER1 INC: Amends Second Quarter 2005 Financials
------------------------------------------------
Ener1, Inc., fka as Inprimis Inc., delivered an amended quarterly
report on Form 10-QSB/A for the quarter ending June 30, 2005, to
the Securities and Exchange Commission on March 24, 2006.

The Company filed the revised quarterly report to restate the
financial statements included in the June 2005 10-QSB for the
three and six months ended June 30, 2005, and 2004 in order to
reflect additional gains and losses related to the classification
of and accounting for:

   (1) the conversion features of Ener1's senior secured
       convertible debentures due 2009 and the associated
       warrants;

   (2) the amortization expense associated with the discount
       recorded with respect to Ener1's senior secured
       convertible debentures due 2009 and financing costs
       incurred in connection with the issuance of this debt;

   (3) the conversion features associated with the preferred
       stock issued by Ener1's subsidiary and the associated
       warrants; and

   (4) warrants issued by Ener1 including the warrants issued to
       Ener1 Group, Inc. in September 2002 and warrants
       associated with Ener1's preferred stock.

For the three months ended June 30, 2005, Ener1, Inc.'s net income
increased to $22,901,000 from a net income of $10,022,000 for the
same period in 2004.

For the three months ended June 30, 2005, Ener1, Inc. reported
total revenues of $14,000 and $35,000 for the six months ended
June 30, 2005

Ener1, Inc.'s balance sheet at June 30, 2005, showed $21,084,000
in total assets and $74,681,000 in total liabilities.
Additionally, the Company had a $53,614,000 total stockholders'
deficit as of June 30, 2005.

                       Going Concern Doubt

Ener1 has experienced net operating losses since 1997 and negative
cash flows from operations since 1999, and had an accumulated
deficit of $131 million as of June 30, 2005.  "It is likely that
the Company's operations will continue to incur negative cash
flows through June 30, 2006 and additional financing will be
required to fund the Company's planned operations through June 30,
2006," Ener1's Chief Financial Officer Gerard Herlihy says.

"If additional financing is not obtained, such a condition, among
others, will give rise to substantial doubt about the Company's
ability to continue as a going concern for a reasonable period of
time," Mr. Herlihy adds.

A full-text copy of Ener1, Inc.'s Form 10-QSB/A report is
available for free at http://researcharchives.com/t/s?729

                           About Ener1

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

At June 30, 2005, Ener1, Inc.'s accumulated deficit widened to
$131,393,000 from a $66,704,000 deficit at June 30, 2004.


ENRON CORP: Ponderosa Claimants Hold $72.2-Mil. Unsecured Claims
----------------------------------------------------------------
In November 1993, Tenaska Power Partners, L.P., entered into a
Power Purchase Agreement with Brazos Electric Power Cooperative,
Inc.  On December 16, 1994, Brazos consented to the assignment of
the PPA from TPP to Tenaska IV Texas Partners, Ltd.

                   GP and LP Purchase Agreements

By purchase agreement dated June 15, 2000, between Enron North
America Corp. and Tenaska Energy, Inc., Tenaska Energy Holdings,
LLC, Tenaska Cleburne, LLC, Continental Energy Services, Inc.,
and Illinova Generating Company, ENA agreed to designate a
purchaser for:

   -- the general partnership interests of TIVTP held by Empeco
      VII-TX3, Inc., and IGC Brazos, Inc.;

   -- the outstanding partnership interests of Tenaska IV
      Partners, Ltd., the managing general partner of TIVTP; and

   -- the shares of Tenaska IV, Inc.

On June 21, 2000, ENA acquired the limited partnership interests
in TIVTP by acquiring KUCC Cleburne Corp.

                       Assignment Agreement

On June 30, 2000, ENA entered into an Assignment of Purchase
Agreement with Ponderosa Pine Energy, LLC, DPC Ponderosa, LLC,
and Delta Power Company, LLC, relating to the GP Purchase
Agreement.  TIVTP was renamed Ponderosa Pine Energy Partners,
Ltd., in June 2001.

Under the Assignment Agreement, ENA agreed to indemnify the
Ponderosa Parties for some specified obligations.  In connection
with the Agreement, ENA and PPE also entered into two service
agreements -- a Corporate Services Agreement and an Oral Gas
Management Agreement.

Enron Corp. guaranteed ENA's obligations under the Assignment
Agreement.

                        Texas Litigation

Prior to the closing of the June 2000 Transactions, Brazos
initiated action against TIVTP, now known as PPEP, in the
District Court of Tarrant County, Texas (17th Judicial District).

The Tarrant County Litigation, which involves various claims
related to the PPA, was stayed by a court order pending
arbitration of all matters at issue in the Litigation.

On April 26, 2001, Brazos initiated an arbitration proceeding
against PPEP before the American Arbitration Association, Dallas
Division.  The panel of three arbitrators returned a Dispositive
First-Phase Award on July 9, 2003, an Award on Issue of Cure on
July 17, 2004, and a Dispositive Second-Phase Award on March 29,
2005, adjudicating certain claims between Brazos and PPEP
relating to the PPA and the June 2000 Transaction.

On June 14, 2002, Brazos initiated an action against each of the
Ponderosa Parties and other parties, in the District Court of
Johnson County, Texas (249th Judicial District).  The Johnson
County Litigation involves various claims relating to the June
2000 Transaction.

                         FERC Proceedings

On February 23, 2003, the Federal Energy Regulatory Commission
initiated administrative proceedings investigating whether
Enron's ownership interest in two cogeneration facilities
violated statutory and regulatory requirements for qualifying
facility status under the Public Utility Regulatory Policies Act
of 1978.  On May 2, 2003, the FERC expanded its investigation to
include additional cogeneration facilities in which Enron or an
affiliate owned an interest, including the cogeneration facility
owned by PPEP located in Cleburne, Texas.

On July 1, 2004, a FERC Administrative Law Judge issued an
Initial Decision Granting Motion for Summary Judgment and held
that Enron's interest in PPEP did not violate PURPA.  On April 6,
2005, the FERC affirmed the Initial Decision.  On July 25, 2005,
Brazos filed an appeal to the FERC Order.

             Ponderosa Claims and Adversary Proceeding

The Ponderosa Parties filed six contingent unliquidated claims
against the Debtors:

   Claim No.            Ponderosa Claimant          Debtor
   ---------            ------------------          ------
     12706              Delta Power                 ENA
     12708              DPCP                        ENA
     12710              PPE                         ENA
     12704              PPE                         Enron
     12707              Delta Power                 Enron
     12709              DPCP                        Enron

The Ponderosa Parties' ENA Claims relate to the indemnity
provision in the Assignment Agreement, conversion under the
Service Agreements, and unspecified restructuring costs while
their Enron Claims assert the Enron Guaranty.

On July 24, 2002, the Ponderosa Parties commenced Adversary
Proceeding No. 02-2826, seeking declaratory judgment for
indemnification based on the Indemnity Provision.

On January 30, 2003, they filed Claim No. 22467 against ENA and
Claim No. 22468 against Enron, which amended the claims asserted
in the Ponderosa Adversary Proceeding.

                 Reorganized Debtors' Objections
                     and Adversary Proceeding

On March 3, 2005, the Reorganized Debtors filed an objection to
the Claims:

   -- seeking to disallow and expunge the Claims; and

   -- asserting a counterclaim for matured debt for $1,770,434,
      plus interest, costs, and expenses, including attorneys'
      fees.

The objection and counterclaim was assigned Adversary Proceeding
Number 05-1200.

On April 13, 2005, the Court approved a stipulation dismissing
the Ponderosa Adversary Proceeding with prejudice and disallowing
the Ponderosa-related Adversary Claims.

Commencing on April 8, 2005, PPE and DPCP and certain of their
affiliates filed voluntary petitions for Chapter 11 relief in the
U.S. Bankruptcy Court for the District of New Jersey.

On July 29, 2005, ENA filed Claim No. 41 against PPE asserting
contingent and unliquidated claims related to the Service
Agreements.

                        Partial Settlement

On December 15, 2005, the Enron Bankruptcy Court approved a
settlement between the Reorganized Debtors and the Ponderosa
Parties.  Pursuant to the Partial Settlement:

   -- the Conversion Claims, Restructuring Claims, and the
      Debtors' scheduled liability for the Ponderosa Parties were
      disallowed and expunged; and

   -- the Enron Adversary Proceeding was dismissed with
      prejudice.

Subsequently, the Ponderosa Bankruptcy Court approved the Partial
Settlement.

At the Reorganized Debtors' request, the Enron Bankruptcy Court
established unsecured claim reserve of not more than $655,000,000
each for Ponderosa's claims against Enron and ENA.

                       Settlement Agreement

To avoid protracted litigation in the Enron Bankruptcy Court and
the Ponderosa Bankruptcy Court, Reorganized Debtors' Enron and
ENA, on one hand, and the Ponderosa Parties, on the other, agreed
to enter into an agreement settling and releasing each other from
all remaining claims, obligations and liabilities arising from
the disputes.

A full-text copy of the Settlement Agreement is available for free
at http://ResearchArchives.com/t/s?721

The principal terms of the Settlement Agreement are:

A. Settled Claims

   The Ponderosa Parties will have allowed claims against the
   Reorganized Debtors:

   Settled
    Claim   Claimant   Allowed Claim      Allowed Amt.   Debtor
   -------  --------   -------------      ------------   ------
    12704   PPE        Enron Guaranty      $12,000,000   Enron
                       Claim (Class 185)

    12706   Delta      General Unsecured    12,000,000   ENA
            Power      Claim (Class 5)

    12707   Delta      Enron Guaranty       12,000,000   Enron
            Power      Claim (Class 185)

    12708   DPCP       General Unsecured    12,000,000   ENA
                       Claim (Class 5)

    12709   DPCP       Enron Guaranty       12,100,000   Enron
                       Claim (Class 185)

    12710   PPE        General Unsecured    12,100,000   ENA
                       Claim (Class 5)

B. Mutual Releases

   The Parties will release each other from all claims, causes of
   action, and liability arising under or related to the Claims.

C. Reduced Reserve Amounts

   Upon the Enron Bankruptcy Court's final approval of the
   Settlement Agreement, the Reserve Amounts will be reduced from
   $275,000,000 to the agreed allowed amounts.

The Settlement Agreement is the product of extensive arm's-
length, good faith negotiations between the Parties, Melanie
Gray, Esq., at Weil, Gotshal & Manges, LLP, in New York, asserts.
Moreover, Ms. Gray continues, the Settlement falls well within
the range of reasonableness and represents a benefit to creditors
and all parties-in-interest.

Judge Gonzalez approves the Settlement Agreement.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply. Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 168; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON CORP: Wants Three Interrelated Settlements Approved
---------------------------------------------------------
Enron Corporation and certain of its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
three interrelated Settlement and Claims Release agreements, each
dated March 9, 2006, with:

   -- the Trial Staff of the Federal Energy Regulatory
      Commission;

   -- Valley Electric Association, Inc.; and

   -- the City of Santa Clara, California, doing business as
      Silicon Valley Power.

The affiliate debtors are:

   * Enron Corp.;
   * Enron Power Marketing, Inc.;
   * Enron North America Corp.;
   * Enron Energy Marketing Corp.;
   * Enron Energy Services Inc.;
   * Enron Energy Services North America, Inc.;
   * Enron Capital & Trade Resources International Corp;
   * Enron Energy Services, LLC;
   * Enron Energy Services Operations, Inc.;
   * Enron Natural Gas Marketing Corp.; and
   * ENA Upstream Company, LLC.

The Debtors want the Settlement Agreements effective immediately
upon their approval despite the 10-day stay provided for in Rule
6004(g) of the Federal Rules of Bankruptcy Procedure.

The parties are engaged in or interested in complex regulatory
proceedings, bankruptcy and adversary proceedings, appellate
proceedings, litigation, and investigations regarding numerous
issues arising from events in the Western electricity, natural
gas and associated markets during the period January 16, 1997,
through June 25, 2003, Mark C. Ellenberg, Esq., at Cadwalader,
Wickersham & Taft, in New York, relates.

The Settlements will avoid future disputes and litigation,
Mr. Ellenberg says, since the parties have agreed to release one
another from claims, causes of action, obligations and
liabilities.  The compromise embodied in the Settlements, is
fair, equitable and reasonable.

A. FERC Trial Staff Settlement

Pursuant to the FERC Trial Staff Settlement Agreement, the Trial
Staff will have an allowed Class 6 general unsecured claim
against EPMI for $5,000,000, without set-off, defense or
reduction on account of any claim, counterclaim or defense the
Reorganized Debtors may have against the Trial Staff or with
regard to the claim.  The Allowed Claim will receive the same
treatment as all other Class 6 holders.

The Trial Staff will allocate $4,000,000 of the Allowed Claim to
Santa Clara.  The remaining $1,000,000 will be allocated and
assigned to Valley Electric.

EPMI acknowledges that, in either of the Phase One Partnership/
Gaming Proceeding or Phase Two Partnership/Gaming Proceeding, up
to a cumulative of $10,000,000 in disgorgement amounts may be
allocated to Non-Settling Participants and recognized as Class 6
general unsecured claims to the extent that the Non-Settling
Participants have filed a timely claim against EPMI.

To the extent that the additional allocations occur in the
Phase One Partnership/Gaming Proceeding or Phase Two Partnership/
Gaming Proceeding, those amounts will be deemed allowed, and EPMI
will make the distributions in accordance with the Plan and the
Bankruptcy Code.

On the Settlement Effective Date, a Class 380 penalty claim
against EPMI under the Plan will be deemed allowed for
$400,000,000 in favor of the FERC.

A full-text copy of the FERC Trial Staff Settlement Agreement is
available for free at http://ResearchArchives.com/t/s?71c

B. Valley Electric Settlement

Valley Electric filed Claim Nos. 12566 and 12568 against the
Debtors.

AS part of the Valley Electric Settlement Agreement, the Debtor
Parties will provide monetary consideration to Valley Electric,
including a $13,000,000 allowed Class 6 unsecured claim against
EPMI in satisfaction of Claim No. 12566, without offset, defense
or reduction on account of any claim or counterclaim or defense
the Debtor Parties or may have against Valley Electric.

The Debtors also agree to file any necessary pleading to have
Claim No. 12566 deemed to be "reconsidered" and reinstated,
pursuant to Section 502(j) of the Bankruptcy Code.  In all other
respects, the Valley Electric Claims will, on the Settlement
Effective Date, be disallowed and expunged and to the extent
previously disallowed, will not be subject to reconsideration
under Section 502(j).

Each liability scheduled by Enron related to any of the Valley
Electric Claims will be deemed irrevocably withdrawn, with
prejudice, except to the extent of the unsecured claims to be
allowed, and to the extent applicable expunged and disallowed in
its entirety.

The Debtors acknowledge that Valley Electric is free to sell,
assign, convey, or otherwise transfer all or a portion of its
allocated share of the Allowed Claim to any other person or
entity.

The Valley Electric Settlement also provides for the Debtor
Parties to receive monetary consideration.  Immediately after the
Settlement Effective Date, Valley Electric will pay the Debtors
$8,000,000 as a termination payment arising from Valley
Electric's termination of some forward power contracts with EPMI
in March 2002.  The payment is without offset, defense, or
reduction on account of any claim, counterclaim or defense Valley
Electric has or may have against any of the Debtors.

A full-text copy of the Valley Electric Settlement Agreement is
available for free at http://ResearchArchives.com/t/s?71d

C. Santa Clara Settlement

The salient terms of the Santa Clara Settlement are:

   a. $4,000,000 of the allowed Trial Staff Claim will be
      assigned by Trial Staff to Santa Clara;

   b. Santa Clara is free to sell, assign, convey, or otherwise
      transfer all or any portion of its portion of the Trial
      Staff Claim to any other person or entity;

   c. Santa Clara will pay Enron $36,500,000 arising from EPMI's
      termination of various forward power contracts with Santa
      Clara in January 2002; and

   d. All scheduled liabilities related to any claim by Santa
      Clara as set forth in the Debtor Parties' Schedules
      will be disallowed in their entirety.

Santa Clara has not filed any proof of claim in the Debtors'
Chapter 11 cases.

A full-text copy of the Santa Clara Settlement Agreement is
available for free at http://ResearchArchives.com/t/s?71e

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply. Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 169; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


FORD CREDIT: Moody's Reviews Multiple Securitizations for Upgrade
-----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


FORTIUS I: Moody's Rates Preferred Shares at Ba3
------------------------------------------------
Moody's Investors Service rated these tranches of debt issued by
Fortius I Funding, Ltd., a collateralized debt obligation:

   * $11,500,000 Class S Floating Rate Notes Due 2010

   * $390,000,000 Class A-1 Floating Rate Notes Due 2041

   * $84,000,000 Class A-2 Floating Rate Notes Due 2041

   * $57,000,000 Class B Floating Rate Notes Due 2041

   * $15,000,000 Class C Deferrable Floating Rate Notes Due 2041

   * $30,000,000 Class D Deferrable Floating Rate Notes Due 2041

   * $5,000,000 Class E Deferrable Floating Rate Notes Due 2041

   * 19,000 Preferred Shares

Moody's assigned these ratings: Aaa to the Class S Notes, the
Class A-1 Notes and the Class A-2 Notes, Aa2 to the Class B Notes,
A2 to the Class C Notes, Baa2 to the Class D Notes, and Ba1 to the
Class E Notes, and Ba3 to the Preferred Share as to the ultimate
receipt of the Preferred Share Stated Amount.


GEARS LTD: Moody's Reviews 2004-A Securitization for Upgrade
------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


GENESIS HEALTH: Judge Wizmur Sanctions Disgruntled Noteholder
-------------------------------------------------------------
The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the
District of Delaware denied the request of the Common Stock Class
of Genesis Health Ventures, Inc., and Multicare AMC, Inc., to
reconsider the treatment of holders of the Debtors' senior loan
and subordinated notes pursuant to the their confirmed
reorganization plan.

Judge Wizmur further orders James J. Hayes, the Common Stock Class
member leading the complaint, to pay the Reorganized Debtors
$5,000 and the Senior Lenders $15,000 as reimbursement for
expenses incurred in defending against the complaint he filed.

As reported in the Troubled Company Reporter on March 23, 2006,
the Common Stock Class complained that the current holders of the
senior and subordinated notes reaped windfall profits by
purchasing their claims from the original lenders at a discount
and should be equitably subordinated.

To fix the perceived inequality, James J. Hayes, acting on behalf
of the Common Stock Class, proposed to hold a prospective
subordination hearing -- four years after the Debtors'
reorganization plan was approved -- to consider dividing the
senior lenders' claims into two parts:

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

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

The Senior Lenders, led by Goldman Sachs & Co., defended the
treatment accorded to them under the confirmed plan and insisted
that they are entitled to claims in the full face value of the
notes they acquired.

The Debtors supported the Senior Lenders' stance and asked the
Bankruptcy Court to deny Mr. Hayes' requests and compel him to
reimburse costs and fees they spent in answering his pleadings.
The Debtors said that Mr. Hayes' frivolous motions abuse the legal
system and inflict significant costs and expenses on the
Reorganized Debtors.

                       About Genesis Health

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

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

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


GS AUTO: Moody's Reviews 65 Auto Loan Securitizations for Upgrade
-----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


HEMOSOL CORP: Has Until May 11 to Make BIA Proposals to Creditors
-----------------------------------------------------------------
The Ontario Superior Court of Justice approved a further forty-
five day extension for Hemosol Corp. and its affiliate Hemosol LP
to file proposals for their respective creditors pursuant to the
provisions of the Bankruptcy and Insolvency Act (Canada).  Subject
to further orders of the Superior Court, Hemosol will now have
until May 11, 2006 to file one or more proposals.

Hemosol further reported that following the marketing and sale
process of the business and assets of Hemosol that was authorized
by the Court, PricewaterhouseCoopers Inc., as interim receiver of
the assets, property and undertaking of Hemosol has entered into
exclusive negotiations with a potential purchaser that submitted a
conditional offer for all of the assets of Hemosol.

At this time there is no certainty as to whether the Offer will
culminate in a transaction for the sale of the assets of Hemosol,
and if it does culminate in a transaction, it is unclear whether
or not there will be any value for holders of Hemosol's shares at
the conclusion of such transaction.

                          About Hemosol

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

                          *     *     *

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

                     Credit Facility Default

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

                            Lay-Offs

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

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

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


IELEMENT CORPORATION: Releases Amended 2005 Financial Statements
----------------------------------------------------------------
IElement Corporation delivered to the Securities and Exchange
Commission on Mar. 16, 2006, its amended financial results:

   -- for the fiscal year ended Mar. 31, 2005;
   -- for the first quarter ended June 30, 2005;
   -- for the second quarter ended Sept. 30, 2005; and
   -- for the third quarter ended Dec. 31, 2005.

                            Financials

The company reported results for the quarters ended:

                                2    0    0    5
                 ----------------------------------------------
                    Mar. 31     June 30    Sept. 30     Dec. 31
                    -------     -------    --------     -------
Net Income
(Loss)            ($417,085)  ($146,381)  ($389,643)  ($328,262)

Sales            $1,228,411  $1,215,479  $1,151,749  $1,119,772

The company's balance sheet, at the end of each quarter, showed:

                                2    0    0    5
                 ----------------------------------------------
                    Mar. 31     June 30    Sept. 30     Dec. 31
                    -------     -------    --------     -------
Total Current
Assets             $862,745    $609,006    $677,601  $1,680,935

Total Assets     $3,890,454  $3,578,163  $3,584,016  $4,550,854

Total Current
Liabilities      $3,575,980  $3,300,436  $3,527,000  $5,135,796

Total
Liabilities      $3,869,168  $3,562,211  $3,884,513  $5,451,724

Total
Stockholders'
Equity (Deficit)    $21,286     $15,952   ($300,497)  ($900,870)

Full-text copies of IElement Corporation's amended financial
statements are available for free at:

   For the Fiscal
   Quarter Ended      URL
   --------------     ---
   Mar. 31, 2005      http://ResearchArchives.com/t/s?72f
   June 30, 2005      http://ResearchArchives.com/t/s?730
   Sept. 30, 2005     http://ResearchArchives.com/t/s?731
   Dec. 31, 2005      http://ResearchArchives.com/t/s?732

                       Going Concern Doubt

Bagell, Josephs & Company, L.L.C., expressed substantial doubt
about IElement's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended March 31, 2005, due to operating losses and capital
deficits.

                    About IElement Corporation

IElement Corporation -- http://www.ielement.com/-- provides
telecommunications services to small and medium sized businesses.
IElement provides broadband data, voice and wireless services by
offering integrated T-1 lines as well as a Layer 2 Private Network
and VOIP solutions.  IElement has a network presence in 18 major
markets in the United States, including facilities in Los Angeles,
Dallas, and Chicago.


INN OF THE MOUNTAIN: S&P Affirms B Rating with Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on Inn of
the Mountain Gods Resort & Casino (IMG), including the corporate
credit rating of 'B'.  At the same time, Standard & Poor's removed
the ratings from CreditWatch negative, where they were placed on
Oct. 5, 2005.  The outlook is negative.  Total debt outstanding at
Jan. 31, 2006, was $216 million.

The CreditWatch resolution and affirmation follow the recent
release of financial information for the third quarter ended
January 2006, reporting year-over-year increases in revenues and
EBITDA.

"The improved performance is attributable to the company's
expansion project, which opened in March 2005, and better expense
management," said Standard & Poor's credit analyst Peggy Hwan
Hebard.

Although results seem to have stabilized after two prior quarters
of year-over-year EBITDA declines, the outlook remains negative,
based on leverage that remains weak for the rating and a liquidity
position that remains tight, owing in part to the absence of a
revolving credit facility.

The ratings on Mescalero, New Mexico-based IMG, the entity formed
to own and operate the casino and resort operations for the
Mescalero Apache Tribe, reflect the enterprise's narrow business
focus by operating in a single market, and challenges associated
with operating a larger resort facility now that the expansion is
complete.


INTERACTIVE GAMES: January 31 Balance Sheet Upside-Down by $4.4MM
-----------------------------------------------------------------
Interactive Games, Inc. reported its financial results for the
quarter ended Jan. 31, 2006, to the Securities and Exchange
Commission on March 21, 2006.

For the quarter ended Jan. 31, 2006, Interactive Games incurred a
$192,026 net loss on $20,798 of total revenues. For the quarter
ended Jan. 31, 2005, the Company incurred a $145,655 net loss on
zero revenues.

At Jan. 31, 2006, Interactive Games' balance sheet showed $25,313
in total assets and $4,476,807 in total liabilities.  The
Company's balance sheet shows a $1,068,087 accumulated deficit at
Jan. 31, 2006.

A full-text copy of Interactive Games' latest quarterly report is
available for free at http://ResearchArchives.com/t/s?733

                     Going Concern Doubt

In a Form 10-KSB/A report filed by Interactive Games with the SEC
on Dec. 21, 2005, Sherb & Co., LLP expressed substantial doubt
about Interactive Games' ability to continue as a going concern
after auditing the Company's financial statements for the years
ended July 31, 2005.  The auditing firm pointed to the Company's
net losses for the fiscal year 2005.

Interactive Games, Inc. -- http://www.interactivegamesinc.com/--
is a supplier of gaming entertainment and technology to the
international casino industry.  By levering new and emerging
technologies following proven trends for success in our industry,
Interactive Games can design, manufacture and distribute the most
advanced gaming systems available today.

Situated in the Foreign Trade Zone in heart of Fort Lauderdale,
Florida, Interactive Games occupies a 20,000 square foot corporate
office and showroom ideally situated for shipment and storage of
its products both domestically and internationally.

As of Jan. 31, 2006, Interactive Games' stockholders' equity
deficit contracted to $4,451,494 from a $4,116,111 equity deficit
reported at Jan. 31, 2005.


K2 INC: Moody's Cuts Ba3 Rating on $200 Mil. 7.375% Notes to B1
---------------------------------------------------------------
Moody's Investors Service confirmed K2 Inc.'s Ba3 corporate family
rating, but lowered the company's senior unsecured notes rating to
B1 from Ba3.  The company's ratings outlook is negative.

The downgrade of the senior unsecured notes reflects the fact that
negative cash flows have translated into greater usage of the
senior secured credit facilities than Moody's had anticipated,
thereby augmenting risks associated with contractual
subordination.  The negative outlook reflects the risk that the
company may be challenged to improve upon its working capital
position and generate positive free cash flow, given past trends
and the uncertain prospects of the paintball business.  As part of
this action, Moody's also affirmed the company's SGL-3 speculative
grade liquidity rating.  The action completes a review that was
initiated on Dec. 21, 2006.

This rating was lowered:

   * $200 million of 7.375% senior unsecured notes due 2014
     to B1 from Ba3.

This rating was confirmed:

   * Corporate family rating at Ba3;

The downgrade of the unsecured notes reflects Moody's concern that
a material portion of borrowings under K2's revolving credit
facility appear to be more permanent than seasonal in nature as a
result of the weak cash flows reported in 2004 and 2005.
Furthermore, even if K2's cash flow improves materially, Moody's
notes that the company could apply an increasing amount of this
cash flow to acquisitions as opposed to debt reduction over the
medium-term.

Although K2 has credible plans to improve its working capital
position, the negative outlook recognizes that a material
component of this plan rests on the company's ability to stabilize
the performance of the paintball business.  The company has taken
actions to improve this business by scaling costs, lowering the
breakeven point, and re-positioning it to focus on a smaller base
of core players as opposed to recreational users. Nevertheless,
visibility for new orders is limited and there are no clear
indications that this business will stabilize.  Moody's is also
cautious over the magnitude of a potential improvement in working
capital in 2006, considering it was such a large usage of cash in
2005.

Moody's considered K2's Ba3 corporate family rating in the context
of the key rating drivers for Moody's Global Packaged Goods
industry, including:

   1) Scale and Diversification: in terms of scale, K2 ranks at
      the high end of the single B range with revenues of $1.3
      billion.  Given expectations that the company will refrain
      from material acquisition activity at least in the near
      term, Moody's anticipates that its scale will remain
      consistent with the high single B category.  The company
      has achieved reasonable geographic diversification with its
      2004 acquisitions of Volkl and Marker, placing it in the
      Baa range for diversification.

   2) Franchise Strength and Growth Potential: Moody's believes
      that low single digit revenue growth in hard goods,
      combined with high single digit growth in technical apparel
      and footwear places K2 in the Baa ratings category for
      organic revenue growth.  Moody's anticipates stronger
      growth in technical apparel as the company leverages its
      brand names and products gain traction with consumers,
      although this segment is a smaller portion of the overall
      business.  Additionally, K2 has a diverse product portfolio
      of over 35 leading brands in moderately attractive
      categories, which places it in the Baa rating for the
      portfolio assessment score.  Moody's rates the company A
      for market share, given its number one market positions in
      key product categories such as skis and bindings, fishing
      rods, and paintball products.  Nevertheless, the company
      faces competition from large well-resourced branded
      companies, from small specialty brands and foreign/private
      label sources.

   3) Distribution Environment and Pricing Flexibility with
      Retailers: K2 has limited pricing power with much of the
      retail trade.  However, the relative diversity of its
      customer base places it in the A category for retail
      exposure.  The company has compensated for limited pricing
      power by migrating a large portion of its manufacturing
      capacity to facilities in China.  The rating also
      recognizes the benefits of K2's scale given that the
      consolidation of retail distribution channels, the strong
      organic growth of mass merchandisers and specialty sporting
      goods retailers, and the extent of M&A activity within the
      general sporting goods chains increase the need for larger
      suppliers that can provide product breadth and depth and
      meet retailers' pricing and service demands.

   4) Cost Efficiency and Profitability: In the past year, K2
      generated a return on assets of 6%, which is consistent
      with the high Caa range for the returns category.  The
      deterioration of the paintball business and elevated
      working capital levels has challenged the company's ability
      to improve this metric.  Moreover, the integration of
      larger acquisitions that occurred in 2003/2004 was more
      protracted than anticipated, also constraining returns.
      K2's EBITA margins of close to 7% places it in the high end
      of the B category, although lower levels of integration
      spending for prior acquisitions, growth in higher margin
      footwear/apparel products, and improvements in its
      distribution infrastructure could support future
      improvements.  Financial strategy is consistent with the Ba
      rating category, reflecting Moody's belief that
      acquisitions are still an important component of K2's long-
      term strategy.  K2 spent $176 million for acquisitions in
      2004.  However, the company has meaningfully reduced
      acquisition activity such that it only invested $17 million
      for acquisitions in 2005.  Moody's also notes that K2 has
      refrained from share repurchases and the goodwill write-
      down recorded in 4Q2005 substantially reduces its ability
      to initiate future share repurchases shares.

   5) Financial Strategy and Metrics: although K2's EBITDA and
      retained cash flow based metrics are reasonable, albeit at
      the lower range of the Ba ratings category, negative free
      cash flow levels reported in 2004 and 2005 are consistent
      with lowest ratings category for the free cash flow to debt
      metric.

To the extent that K2 improves upon its working capital position
and generates positive cash flow that is applied to debt
reduction, such that the free cash flow to debt metric improves to
greater than 5% in 2006 and such that EBITDA levels do not
deteriorate, then Moody's could revise the outlook to stable.

Conversely, ratings could be lowered if K2's free cash flow to
debt metric does not improve above 5% in 2006, or if EBITDA levels
decline, potentially implying that the paintball business is
further deteriorating. Additionally, material acquisition activity
could also result in a ratings downgrade.

The company's SGL-3 speculative grade liquidity rating is
supported by Moody's expectation that K2 will maintain an adequate
liquidity profile over the coming twelve-month period. The rating
also reflects Moody's expectation that K2's cash balance and $250
million amended revolving credit facility will be adequate to fund
its seasonal losses or working capital borrowing needs, which
could be significant.

Specifically, Moody's projects that K2 will generate approximately
$35 million of free cash flow through the twelve months ended
March 2007, which incorporates capital spending of $35 million,
$30 million of interest expense, and neutral working capital
levels.  This amount of free cash flow would adequately cover
approximately $24 million of debt associated with short-term and
uncommitted foreign credit lines were these to become called.
Moody's notes that the company expects to refinance the European
revolving credit facility in the near-term.

The SGL-3 rating also recognizes limitations imposed by the
borrowing base calculations under the main revolving credit
facility.  These risks are heightened by the potential for
earnings and cash flow volatility due to the seasonal, weather-
dependent, and discretionary nature of K2's businesses and the
company's acquisition strategy.  However, covenant compliance is
not anticipated to be a concern, as the lone financial covenant
only applies if availability drops below $37.5 million.  Moody's
also notes that K2 recently amended the terms of its asset based
revolving credit facility, extending the maturity to 2011,
lowering the pricing grid, and allowing for greater flexibility
under certain terms.

K2 Inc., with corporate headquarters in Carlsbad, California, is a
leading manufacturer and distributor of sporting goods in team
sports, fishing, marine/outdoor, winter sports, summer sports,
paintball, and apparel.  The company's extensive brand portfolio
includes Rawlings, Shakespeare, Stearns, K2, Brass Eagle and
Marmot. Sales were approximately $1.3 billion for 2005.


KAISER ALUMINUM: Extends George Haymaker's Stint as Director
------------------------------------------------------------
Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical
Corporation and George T. Haymaker, Jr., entered into an agreement
further extending Mr. Haymaker's service as a director
and non-executive Chairman of the Boards of the two companies.

The financial terms of the extension are the same as those under
his prior contract, Daniel D. Maddox, Kaiser's vice president and
controller, discloses in a regulatory filing with the Securities
and Exchange Commission.

The extension runs from March 31, 2006, through the earlier of
June 30, 2006, or the effective date of the KAC's and KACC's
emergence from Chapter 11.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 92; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


LITE KING: Accumulated Deficit Tops $3.6 Million at December 31
---------------------------------------------------------------
Lite King Corporation reported its financial results for the
quarterly period ended Dec. 31, 2005, to the to the Securities and
Exchange Commission on March 22, 2006.

For the three months ended Dec. 31, 2005, Lite King incurred a
$28,938 net loss on zero revenues.  For the three months ended
Dec. 31, 2004, the Company incurred a $26,196 net loss on zero
revenues.

At Dec. 31, 2005, Lite King's balance sheet showed no assets and
$2,968,322 in total liabilities.  The Company reports a $3,554,538
accumulated deficit at Dec. 31, 2005.

A full-text copy of Lite King's latest quarterly report is
available for free at http://ResearchArchives.com/t/s?72e

                     Going Concern Doubt

In a Form 10-KSB report filed by Lite King with the SEC on
March 21, 2006, L.L. Bradford & Company, LLC expressed substantial
doubt about the Company' ability to continue as a going concern
after auditing the Company's financial statements for the year
ended June 30, 2005.  The auditing firm pointed to the Company's
recurring losses from operations and current liabilities exceeding
current assets.

Headquartered in Bradenton, Florida, Lite King Corporation is
currently a dormant company with no operations and its activities
is isolated to legal and other fees related to the maintenance of
corporate status.  The Company discontinued its operations on
Oct. 1, 2002, and the Company is considered to be a public shell.

As of Dec. 31, 2005, Lite King's stockholders' equity deficit
contracted to $2,968,322 from a $2,793,523 equity deficit reported
at Dec. 31, 2004.


MAYTAG CORP: U.S. Justice Dept. Approves Whirlpool-Maytag Merger
----------------------------------------------------------------
Whirlpool Corporation (NYSE: WHR) and Maytag Corporation (NYSE:
MYG) have received clearance from the U.S. Department of Justice
to complete their proposed merger.  Whirlpool plans to close the
transaction as soon as practical, but no later than April 3, 2006.

"We are pleased with the Department of Justice's decision and look
forward to closing the transaction, and begin the integration of
our businesses," said Jeff M. Fettig, Whirlpool's chairman and
CEO.  "The combination of Whirlpool and Maytag will create
substantial benefits for consumers, trade customers and
shareholders, through continued development of innovative
products, improved quality and service, and cost efficiencies.
The Maytag portfolio of brands, when combined with Whirlpool, will
enhance our ability to succeed in reaching a broader set of
customers, which can benefit from our innovation and
efficiencies."

"Our merger with Whirlpool provides fair value to Maytag
shareholders," said Ralph Hake, Maytag's chairman and CEO.  "This
transaction will enhance the competitiveness of the Maytag brands
with new innovation and greater global reach to a broader base of
consumers through Whirlpool's established sales and manufacturing
capabilities."

                         About Whirlpool

Whirlpool Corporation -- http://www.whirlpoolcorp.com/--
manufactures and markets major home appliances, with annual sales
of over $14 billion, 68,000 employees, and nearly 50 manufacturing
and technology research centers around the globe.  The company
markets Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and
other major brand names to consumers in more than 170 countries.

                          About Maytag

Headquartered in Newton, Iowa, Maytag Corporation --
http://www.maytag.com/-- manufactures and markets home and
commercial appliances.  Its products are sold to customers
throughout North America and in international markets.  The
corporation's principal brands include Maytag(R), Hoover(R),
Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).

At Dec. 31, 2005, Maytag Corp.'s balance sheet showed a
stockholders' deficit of $187 million, compared to a $75 million
deficit at Jan. 1, 2005.

                       *     *     *

As reported in the Troubled Company Reporter on Feb. 10, 2006,
Standard & Poor's Ratings Services held its ratings on home
appliance manufacturer Maytag Corp. on CreditWatch with developing
implications, including its 'BB+' corporate credit rating.

These ratings were originally placed on CreditWatch with negative
implications on May 20, 2005, following an investor group led by
private equity firm Ripplewood Holdings LLC's May 19, 2005,
agreement to acquire Maytag for $14 per share, plus the assumption
of debt, which represented a transaction value of $2.1 billion.
The CreditWatch status was revised to developing on July 18, 2005,
following Whirlpool Corp.'s (BBB+/Watch Neg/A-2) higher competing
bid.

Newton, Iowa-based Maytag had about $970 million of debt
outstanding at Dec. 31, 2005.


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

As reported in the Troubled Company Reporter on Feb. 13, 2006,
Whitney Smith will:

    a. audit the Debtor's human resources functions;

    b. provide employee relations services;

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

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

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

    * $180 per hour for general consulting work,

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

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

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

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

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


MIKOHN GAMING: 10-K Filing Delay Prompts Moody's Ratings Review
---------------------------------------------------------------
Moody's placed the rating of Mikohn Gaming d/b/a Progressive
Gaming International Corporation on review for possible downgrade
reflecting the Company's recent announcement that it may require
until mid-April to 2006 to file its Annual Report on Form 10-K,
and will be required to amend its quarterly reports on Form 10-Q
for the three and nine months ended Sept. 30, 2005.

Moody's review for possible downgrade will focus on Mikohn's year-
end results and restated quarterly financial statements,
particularly with respect to the amount and type of any
restatement that may be required above and beyond what is
currently expected by the Company -- the reclassification of a
$2.5 million nonrecurring licensing transaction completed in the
third quarter of fiscal 2005 from revenues into the operating
expense category.  The review will also consider the impact that
the delayed filing and any required restatements may have on
Mikohn's business and liquidity profile. If the company is unable
to file its annual and restated quarterly financial statement by
mid-April, a rating downgrade is likely.

Ratings place on review for possible downgrade:

   * Corporate Family Rating at B3.

   * Senior secured bonds at B3.

Mikohn d/b/a Progressive Gaming International Corporation,
headquartered in Las Vegas, Nevada, is a supplier of integrated
casino managment systems software and games for the gaming
industry.  Revenues over the last twelve months ended Sept. 30,
2005 were $88 million.


MMCA AUTO: Moody's Reviews 2002 Securitization Deals for Upgrade
----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


MUSICLAND HOLDING: Trans World Completes Acquisition of Assets
--------------------------------------------------------------
Trans World Entertainment Corporation (Nasdaq: TWMC) has completed
the acquisition of substantially all of the assets of Musicland
Holding Corp.

Musicland, an entertainment specialty retailer which operates
retail stores and websites under the names Sam Goody, Suncoast
Motion Picture Company, On Cue and MediaPlay.com, filed a
voluntary petition to restructure under Chapter 11 of the United
States Bankruptcy Code in January 2006.

As previously reported in the Troubled Company Reporter on
Mar. 24, 2006, the transaction represents total consideration of
$104.2 million in cash and $18.1 million in assumed liabilities.

                 About Trans World Entertainment

Trans World Entertainment is a leading specialty retailer of
music, video and video game products. The Company operates
approximately 800 retail stores in 46 states, the District of
Columbia, the U.S. Virgin Islands, Puerto Rico and e-commerce
sites, http://www.fye.com/http://www.coconuts.com/
http://www.wherehouse.com/and http://www.secondspin.com/ In
addition to its mall locations, operated primarily under the FYE
brand, the Company also operates freestanding locations under
the names Coconuts Music and Movies, Strawberries Music,
Wherehouse, CD World, Spec's, Second Spin and Planet Music.

                     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 HOLDING: Deluxe Media Wants Prepetition Lien Paid Now
---------------------------------------------------------------
Deluxe Media Services, Inc., provides warehousing and fulfillment
services to Musicland Holding Corp. and its debtor-affiliates
pursuant to a Logistics Service Agreement by and between Musicland
Purchasing Corp. and Deluxe dated March 26, 2004.  As of the
bankruptcy filing, the Debtors owed Deluxe approximately
$27,200,000, for services it performed under the LSA.

The portion of the Prepetition Debt relating to the intake and
storage costs of the goods in Deluxe's possession as of the
Petition Date is secured by Deluxe's possessory lien against those
goods, Thomas R. Califano, Esq., at DLA Piper Rudnick Gray Cary US
LLP, in New York City, asserts.

Mr. Califano tells the U.S. Bankruptcy Court for the District of
New York that the amount of the Prepetition Lien is $4,142,931,
broken down as:

   Billing Schedules (09/2005 to 01/2006)           $3,714,634
   Related Expenses
      Finished Goods                                   197,136
      Returns                                          113,372
      Management & other support                       117,789

Pursuant to the LSA, Deluxe is also entitled to interest on the
Total Lien Amount at prime plus 4% per annum.

Mr. Califano tells the Court that from the Petition Date through
January 26, 2006, Deluxe provided services under the LSA in good
faith based on the Debtors' representations that they would
provide adequate protection with respect to the Prepetition Lien
and that they would make a payment on account of the Prepetition
Lien once the amount has been calculated.

However, by a February 1, 2006 letter, the Debtors asserted that
the Prepetition Lien was invalid as a matter of law.  The Debtors
did not specifically address the calculation of the amount except
to state that they disputed the basis of the Prepetition Lien,
Mr. Califano notes.

On February 23, 2006, Deluxe send the Debtors a letter demanding
payment of the Lien Amount on account of the Prepetition Lien.
The Debtors have not responded.

The collateral securing the Prepetition Lien is diminishing as
Deluxe continues to ship the Debtors' merchandise at a rate, which
exceeds the inflow of new inventory.  Thus, Mr. Califano says,
Deluxe is in danger of becoming undersecured.

Accordingly, Deluxe asks the Court to:

   (a) enforce the Final DIP Order and direct the Debtors to pay
       the Lien Amount to Deluxe in satisfaction of the
       Prepetition Lien; or

   (b) if the Debtors sell their assets prior to the resolution
       of Deluxe's Motion, rule that the Prepetition Lien attach
       to the proceeds of the that sale and that a portion of the
       sale proceeds equal to the Lien Amount be placed into
       escrow solely for the benefit if Deluxe, pending a final
       determination on the merits of the Motion.

Under applicable Wisconsin law, warehouse keepers have valid liens
against the goods in their possession to the extent that the
warehouse keepers incurred any costs and expenses related to the
storage and handling of the goods.  Thus, Deluxe possesses a
valid, possessory Prepetition Lien securing payment of the costs
and expenses associated with the storage and handling of the
Inventory under the LSA, Mr. Califano maintains.

Furthermore, under the Final DIP Order, the Debtors have agreed to
pay Deluxe the value of its valid Prepetition Lien but have failed
to address the validity or the extent of the Prepetition Lien in
good faith.  Accordingly, the Debtors should pay the Lien Amount
plus interest to Deluxe in satisfaction of the Prepetition Lien.

Mr. Califano contends that the Debtors cannot avoid the
Prepetition Lien under the Bankruptcy Code.  Pursuant to the
recently amended Section 546(i) of the Bankruptcy Code, "the
trustee may not avoid a warehouseman's lien for storage,
transportation, or other costs incidental to the storage and
handling goods."

Section 506 of the Bankruptcy Code authorizes the Bankruptcy
Court to determine the validity and amount of a lien secured by
property of the estate.  Deluxe asks the Court to establish the
validity of the Prepetition Lien and Lien Amount.

                      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)


MUSICLAND HOLDING: Hires FTI Consulting as Financial Advisors
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Musicland Holding Corp. and its debtor-affiliates authority
to employ FTI Consulting, Inc., together with its wholly owned
subsidiaries, agents, and independent contractors, as their
financial advisors on a final basis.

As reported in the Troubled Company Reporter on Feb. 10, 2006, FTI
will:

   a) assist the Debtors with information and analyses required
      pursuant to the Debtors' Debtor-In-Possession financing;

   b) assist with the identification and implementation of short
      term cash management procedures;

   c) assist with the review and development of a long-range
      business plan and supporting analyses;

   d) assist with the identification of executory contracts and
      leases and performance of cost/benefit evaluations with
      respect to the affirmation or rejection of each;

   e) assist the Debtors' management team and counsel focused on
      the coordination of resources related to the ongoing
      reorganization effort;

   f) assist in the preparation of financial information for
      distribution to creditors and others, including, but not
      limited to, cash flow projections and budgets, cash
      receipts and disbursement analysis, analysis of various
      asset and liability accounts, and analysis of proposed
      transactions for which Court approval is sought;

   g) attend meetings and assist in discussions with potential
      investors, banks and other secured lenders, any official
      committee appointed in these Chapter 11 Cases, the
      United States Trustee, other parties-in-interest and
      professionals hired, as requested;

   h) analyze creditor claims by type, entity, and individual
      claim, including assistance with development of database,
      as necessary, to track these claims;

   i) assist in the preparation of information and analysis
      necessary for the confirmation of a plan of reorganization
      in these Chapter 11 Cases, including information contained
      in the disclosure statement;

   j) assist in the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential
      transfers;

   k) provide accounting and tax support;

   l) testify on case-related issues as required by the Debtors;
      and

   m) render other general business consulting or other
      assistance as the Debtors' management or counsel may deem
      necessary that are consistent with the role of a financial
      advisor and not duplicative of services provided by other
      professionals in the bankruptcy proceeding.

FTI's current standard hourly rates are:

                                     Hourly Rate
                                     -----------
   Senior Managing Directors          $560 - 625
   Directors/Managing Directors       $395 - 560
   Associate/Consultants              $170 - 375
   Administrative/Paraprofessionals    $60 - 160

The Debtors will pay FTI a $225,000 monthly non-refundable
advisory fee and reimburse out-of-pocket expenses incurred.

                      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)


NATIONAL GAS: Trustee Can Access Cash Collateral Until June 30
--------------------------------------------------------------
The Hon. A Thomas Small of the U.S. Bankruptcy Court for the
Eastern District of California gave Richard M. Hutson, II, the
Chapter 11 Trustee for National Gas Distributors, LLC, interim
permission to use cash collateral securing repayment of the
Debtor's prepetition obligations to First-Citizens Bank & Trust
Company and Chatham Investment Fund OP II, LLC.

Judge Small allows the Trustee to use the lenders' cash collateral
through June 30, 2006, based on an interim budget, a copy of which
is available for free at http://ResearchArchives.com/t/s?727

First-Citizens holds a first lien on the Debtor's accounts
receivable and the proceeds thereof.  Chatham Investment holds a
second lien on the Debtor's accounts receivable and a first lien
on all tangible and intangible assets of the Debtor, including
"deposit accounts" as defined in the Uniform Commercial Code.

As reported in the Troubled Company Reporter on Feb. 17, 2006, the
Trustee will provide the Lenders with adequate protection
including:

   a) limiting the use of cash collateral; and

   b) providing creditors an administrative expense claim to
      the extent use of cash collateral results in a decrease
      in the value of the entity's interest in the property.

The Trustee assures the Court that the use of the cash collateral
will not prejudice the rights of the creditors asserting an
interest in the cash collateral.

National Gas Distributors, LLC -- http://www.gaspartners.com/--
used to supply natural gas, propane, and oil to industrial,
municipal, military, and governmental facilities.  As of mid-
December 2005, the Company had effectively ceased business
operations due to inadequate remaining capital and its inability
to arrange for the purchase and delivery of natural gas to its
customers. The Company filed for bankruptcy on January 20, 2006
(Bankr. E.D.N.C. Case No. 06-00166).  Richard M. Hutson, II, is
the Chapter 11 Trustee.  When the Debtor filed for bankruptcy, it
estimated between $1 million to $10 million in assets and
$10 million to $50 million in debts.


NATIONAL GAS: Chap. 11 Trustee Hires Elizabeth Berry as Accountant
------------------------------------------------------------------
Richard M. Hutson, II, the Chapter 11 Trustee for National Gas
Distributors, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the Eastern District of California to employ
Elizabeth C. Berry, a partner at Elizabeth C. Berry, CPA, PLLC, as
his accountant.

Ms. Berry will:

    a. review and analyze the financial books and records to
       determine the assets and liabilities of the Debtor;

    b. review and analyze claims filed by the Debtor's creditors;

    c. assist the Trustee in the wind-down or closure of all
       existing operations, offices and trading activities;

    d. assist the Trustee in the preparation of financial reports
       required by the Court;

    e. assist the Trustee in the financial analysis of
       transactions between the Debtor and other parties to
       determine whether such transactions constitute preferential
       transfers or fraudulent conveyances, and provide testimony
       as needed with respect to any adversary proceeding
       involving the estate. This will include analyzing the
       transactions and transfers made, the insolvency or
       inadequacy of capitalization of the Debtor at the time of
       such transactions or transfers, and other matters that may
       be relevant to such analysis; and

    f. assist the Trustee in other activities and financial
       analysis as requested.

Documents submitted to the Court did not indicate how much Ms.
Berry will be paid for her services.

Ms. Berry assures the Court that her firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

National Gas Distributors, LLC -- http://www.gaspartners.com/--
used to supply natural gas, propane, and oil to industrial,
municipal, military, and governmental facilities.  As of mid-
December 2005, the Company had effectively ceased business
operations due to inadequate remaining capital and its inability
to arrange for the purchase and delivery of natural gas to its
customers. The Company filed for bankruptcy on January 20, 2006
(Bankr. E.D.N.C. Case No. 06-00166).  Richard M. Hutson, II, is
the Chapter 11 Trustee.  When the Debtor filed for bankruptcy, it
estimated between $1 million to $10 million in assets and
$10 million to $50 million in debts.


NOBEX CORP: Selling IP Assets to Biocon for $5 Million
------------------------------------------------------------
The Indian Express reports that Biocon Ltd. bid $5 million on
March 20, 2006, to buy Nobex Corporation's intellectual property
assets.  The IP assets include:

   * IN-105, an oral insulin for type 2 diabetes;

   * BN-054, an oral B-type natriuretic peptide (BNP) for
     cardiovascular disease;

   * Oratonin, an oral calcitonin in phase 1 trials for
     osteoporosis; and

   * Oral PTH (Para Thyroid Hormone) and APAZA, an oral small-
     molecule drug, in phase I and II trials for inflammatory
     bowel disease.

"This is truly a strategic acquisition which provides us with an
immensely valuable platform," Biocon Chief Kiran Mazumdar-Shaw
said in an interview with Indian Express.  "It also gives us full
ownership of our ongoing oral insulin and oral BNP programs."

Biocon intends to leverage these proprietary assets through a
combination of licensing and co-development partnerships, Red
Herring reports.

"It also provides us access to additional innovative technologies
and new therapeutic paradigms," Ms. Mazumdar-Shaw added.  "We have
acquired an intellectual property estate of nearly 300 patents and
patent applications focused on oral peptide therapeutics in the
metabolic and cardiovascular segment."

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing
modified drug molecules to improve medications for chronic
diseases.  The company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  Ben Hawfield, Esq., at
Moore & Van Allen PLLC, represents Nobex.  J. Scott Victor at SSG
Capital Advisors, L.P., is providing Nobex with investment banking
services.  Michael B. Schaedle, Esq., and David W. Carickhoff,
Esq., at Blank Rome LLP, represent the Official Committee of
Unsecured Creditors in Nobex's chapter 11 case, and John Bambach,
Jr., and Ted Gavin at NachmanHaysBrownstein, Inc., provides the
Committee with financial advisory services.  When the Debtor filed
for protection from its creditors, it estimated between $1 million
to $10 million in assets and $10 million to $50 million in
liabilities.


NORTEL NETWORKS: Inks Contact Center Technology Deal with Bharti
----------------------------------------------------------------
Bharti Tele-Ventures, India's leading provider of
telecommunications services, has signed a five-year managed
services agreement with Nortel Networks Corp. (NYSE/TSX: NT) to
host contact center services for more than 19.7 million -- and
growing -- subscribers to Bharti's Airtel GSM mobile, broadband
and fixed-line services.

Nortel will create a Network Operations Center in New Delhi,
India, and provide network design, integration, support and
maintenance services for Bharti's contact center architecture.

A 24x7 'virtual storefront' voice portal based on Nortel's
interactive voice response solution will be the cornerstone of
Bharti's new contact center operation.  Calling a single number
from anywhere in India, Bharti's wireless and wireline customers
will be able to speak in English, Hindi, or four other regional
languages to complete routine transactions and subscribe to new
services while the system interacts with them in a natural,
conversational manner.  Nortel has also designed the architecture
for future interactive video response capability.

To simplify business, Bharti has designed with Nortel an
innovative 'per call' approach to paying for Nortel's hosted
services, linking its contact center cost structure to network
traffic, service levels and customer growth.

"Bharti's objective is to differentiate itself in India's highly
competitive communications environment by ensuring customer
delight through personalized customer service, and accomplishing
this through a highly cost-effective business model," said Dr. Jai
Menon, director, IT and Innovation, Bharti Tele-Ventures.  "We
found the right technology provider to team up with in Nortel, a
worldwide leader in IVR technology with a proven track record in
contact center innovation for more than 30 years."

"Throughout our close collaboration with Bharti in designing this
project, we have focused on meeting its business objectives with
the best available technology and services," said Ashoka Valia,
managing director, India, Nortel.  "Providing a fresh approach and
an enhanced level of customer care, as measured through the
satisfaction of Bharti's customers, is our joint objective."

The Nortel solution also includes virtualization of the contact
center infrastructure, world-class technology for call
forecasting, call routing, call prioritization, multimedia,
unified messaging, and IP-enabled video.

Complex customer service requests requiring individual attention
will be forwarded to appropriate agents in contact centers
operated by four of Bharti's strategic business process
outsourcing vendors - TeleTech Services, Hinduja TMT, IBM Daksh
and MphasiS.  Nortel has already deployed more than 6,000 agent
stations for these centers, all of which are based on Nortel
technology.

Nortel's Global Services include a full range of integrated
services for design, deployment, management and maintenance of
end-to-end multi-vendor network solutions, including seamless
migration to next generation technologies.

Nortel has deployed more than 60,000 contact centers and 8,000
self- service solutions worldwide in the last five years.  Nortel
contact center solutions support an estimated four million agents
handling 70 million calls per day.  The Nortel self-service
portfolio encompasses an advanced suite of scalable self-service
platforms to meet the requirements of customers of all sizes -
small businesses, large enterprises and service providers.
Nortel's complete, turnkey solutions include an IVR portfolio,
graphical user interface tools, speech technology, and network
services.  Nortel has designed and deployed over 200 applications
in more than 16 countries, according to Frost and Sullivan market
research.

                   About Bharti Tele-Ventures

A part of Bharti Enterprises, Bharti Tele-Ventures Limited --
http://www.bhartiteleventures.com/-- is India's leading provider
of telecommunications services.  The businesses at Bharti
Tele-Ventures have been structured into three individual strategic
business units - mobile services, broadband & telephone services
& enterprise services.  The mobile services group provides GSM
mobile services across India in 23 telecom circles, while the B&T
business group provides broadband & telephone services in 15
circles.  The Enterprise services group has two sub-units --
carriers (long distance services) and services to corporates.  All
these services are provided under the Airtel brand.

                          About Nortel

Headquartered in Ontario, Canada, Nortel Networks Corporation --
http://www.nortel.com/-- is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information.  Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

Nortel Network Corp.'s 4-1/4% Senior Notes due 2008 carry Moody's
Investors Service's B3 rating and Standard & Poor's B- rating.

As previously reported in the Troubled Company Reporter on
Feb. 10, 2006, Standard & Poor's affirmed its 'B-' long-term and
'B-2' short-term corporate credit ratings on the company.


PETROLEUM GEO-SERVICES: Eyes Spin-Out of Floating Production Biz
----------------------------------------------------------------
The Board of Directors for Petroleum Geo-Services ASA (OSE:PGS)
(NYSE:PGS) recommended to shareholders a separation of the Company
into two separately listed businesses by demerging its activities
within floating production into a newly-formed entity named
Petrojarl ASA.

The activities within the geophysical business will continue under
the PGS name.  The separation will be implemented through a
combined demerger and offering structure.

                     Terms of the Demerger

Upon completion of the demerger, each PGS shareholder will receive
one share in Petrojarl for each share held in PGS on the record
date, and will thus hold separate investments in two listed
companies:

   * Petroleum Geo-Services: A focused Geophysical services
     company, comprising marine and onshore acquisition of seismic
     data, the world's largest library of Multi-client data, as
     well as data processing services.  Petroleum Geo-Services
     intends to build further on its global infrastructure and on
     its global market leadership in marine seismic to capture the
     potential from the market upturn, build further strengths in
     selected segments and consider concentrated or broader
     industry restructuring opportunities to position the business
     optimally for the future.  The Company's shares will have a
     primary listing in Oslo and its American Depository Shares
     will trade on New York Stock Exchange.

   * Petrojarl: A focused FPSO company, with North Sea leadership
     and expertise that is currently the second largest FPSO
     contractor world-wide in terms of revenues.  Petrojarl will
     seek to maintain its strong North Sea position while pursuing
     growth opportunities internationally through the intended
     Teekay Petrojarl Offshore JV, building on strong design,
     project management and operational capabilities.  Petrojarl's
     shares will be listed in Oslo.

The Petrojarl shares distributed to PGS shareholders, will
constitute 80.01% of the total number of shares outstanding after
completion of the demerger.  PGS intends to sell up to the
remaining 19.99% in an offering concurrently with the demerger,
subject to market conditions.  The Board believes that the
combined demerger and offering structure will efficiently position
Petrojarl in the capital markets and enable it to take an active
part in further growth in the FPSO market.

The decision to recommend a separation is principally motivated by
a desire to provide each of the two PGS businesses with clearer
strategic direction and increased flexibility to pursue growth
opportunities.  Through the separation, the Geophysical and
Production Businesses will obtain independent access to financing
and each will be able to independently develop an optimal capital
structure for its business.  Furthermore, the separation will make
possible separate evaluations of each business, and allow each
business to attract its own investor base.

The listing of Petrojarl is planned for early July 2006.
Petrojarl will have its headquarters in Trondheim, Norway.  Espen
Klitzing, who currently heads the Production Business, will serve
as Petrojarl's chief executive officer.

In contemplation of the demerger, Petrojarl is in the process of
establishing a credit facility, to be arranged by ING Bank N.V,
which will become effective from completion of the demerger.

A demerger agreement between PGS and Petrojarl regulates the
split of rights, assets and liabilities between the two companies.
PGS' share capital will be split in the ratio of 80/20 between
PGS and Petrojarl, based on estimated fair market values and
proposed allocation of net interest-bearing debt of approximately
$566 million to PGS and $263 million to Petrojarl as of Dec. 31,
2005.

Completion of the demerger is subject, inter alia, to:

   -- approval by an extraordinary general meeting of PGS
      shareholders scheduled for April 28;

   -- certain remaining third party consents; and

   -- notice from Oslo Boers that Petrojarl will be accepted for
      listing immediately after the demerger has been registered.

"Through this separation we are executing our stated strategy to
create new opportunities for the two businesses and value for our
shareholders," PGS President and CEO, Svein Rennemo commented.
"We are creating two strong companies well positioned for further
growth benefiting our existing shareholders, customers and
employees.  We also believe these companies will be attractive for
new groups of investors."

The separation will have an indicative timetable:

   * March 28, 2006 -- distribution of the Demerger Plan with
     appendixes, setting forth the terms and conditions of the
     proposed demerger;

   * Early April 2006 -- distribution of an extended stock
     exchange notice in the form of an information statement
     relating to the demerger;

   * April 28, 2006 -- extraordinary general meeting; and

   * Early July 2006 -- expected first day of trading of the
     Petrojarl shares.

                  About Petroleum Geo-Services

Headquartered in Lysaker, Norway, Petroleum Geo-Services --
http://www.pgs.com/-- is a technologically focused oilfield
service company principally involved in geophysical and floating
production services.  PGS provides a broad range of seismic and
reservoir services, including acquisition, processing,
interpretation, and field evaluation.  PGS owns and operates
four floating production, storage and offloading units.

                        *     *     *

Petroleum Geo-Services' 10% senior notes due 2010 carry Standard
& Poor's B+ rating.


PLIANT CORP: Review of Debtors' Ch. 11 Plan & Disclosure Statement
------------------------------------------------------------------
Pliant Corporation and its debtor-affiliates filed their Joint
Plan of Reorganization and accompanying Disclosure Statement
with U.S. Bankruptcy Court for the District of Delaware on
March 17, 2006.

The Debtors anticipate emerging from bankruptcy by June 30, 2006.

According to Pliant Vice President and General Counsel, Stephen
T. Auburn, the Plan is based primarily on a prepetition
compromise and agreement with the holders of:

   a. more than 66-2/3% of Pliant's 13% Senior Subordinated
      Notes;

   b. a majority of the outstanding shares of Pliant's
      mandatory redeemable preferred stock; and

   c. a majority of the outstanding shares of Pliant's common
      stock.

At its core, the Plan provides that:

   -- $320 million of Pliant's 13% Senior Subordinated Notes will
      be exchanged for a combination of:

         * 30% of new common stock,
         * $260,000,000 of new Series AA Preferred Stock,
         * certain additional consideration, and
         * up to $35,000,000 of new debt.

   -- $278,000,000 of Pliant's mandatorily redeemable preferred
      stock will be exchanged for a combination of:

         * up to $75,500,000 of new Series AA Preferred Stock,
           and

         * 28% of new common stock.

   -- holders of outstanding common stock will receive 42% of new
      common stock.

   -- the Debtors' first lien and second lien noteholders' claims
      and the claims of trade and other general unsecured
      creditors will remain unimpaired.

The Plan does not provide for substantive consolidation of the
Debtors' estates, Mr. Auburn says.  Allowed claims held against
one Debtor will be satisfied solely from the cash and assets of
that Debtor and its estate, provided that, to the extent of any
insufficiency, funds may be advanced to the relevant Debtors by
Pliant's estate.

The Plan contemplates the reincorporation of Pliant in Delaware.
Prior to the Plan Effective Date, a new wholly owned subsidiary
of Pliant will be incorporated as a Delaware corporation.  On the
Plan Effective Date, Pliant will merge with and into New Pliant,
with New Pliant surviving the merger.

                         New Common Stock

On the Effective Date, New Pliant will issue shares of New Common
Stock.  Concurrently with the issuance, New Pliant will
distribute:

   a. the Bondholder Common Stock to The Bank of New York -- the
      indenture trustee under (i) the indenture, dated as of
      May 31, 2000, as amended, and (ii) the indenture, dated as
      of April 10, 2002, as amended, both with Pliant, as issuer
      -- for further distribution to the holders of Allowed
      Old Note Claims on a pro rata basis;

   b. the Series A Common Stock to the holders of Series A
      Preferred Stock Interests on a pro rata basis; and

   c. the New Equity Common Stock to the holders of Outstanding
      Common Stock Interests on a pro rata basis.

                 New Pliant Stockholders Agreement

New Pliant and the holders of New Common Stock will enter into a
New Pliant Stockholders Agreement on the Effective Date.  The New
Pliant Stockholders Agreement will be binding on all parties
receiving New Common Stock regardless of whether the parties
execute the New Pliant Stockholders Agreement.  No certificates
representing New Common Stock will be issued to any party until
the party has executed the New Pliant Stockholders Agreement.

The New Pliant Stockholders Agreement will generally provide
that:

   a. the holders of New Common Stock will be entitled to, among
      other things, some preemptive rights and will be subject to
      certain "drag-along" provisions and restrictions on
      transfers; and

   b. New Pliant will be obligated to effect a public offering of
      the New Common Stock, after the date that is three years
      after the Effective Date, at the direction of the holders
      of a majority of the shares of New Common Stock issued to
      JP Morgan Partners (BHCA), L.P. and other related entities,
      certain other holders of Series A Preferred Stock and
      holders of Old Note Claims.

                    Series AA Preferred Stock

On the Effective Date, New Pliant will issue 335,600 shares of
Series AA Preferred Stock and will distribute:

   a. the Bondholder Series AA Preferred Stock to the Old Notes
      Indenture Trustee for further distribution to the holders
      of Allowed Old Note Claims on a pro rata basis; and

   b. the Series A/Series AA Preferred Stock to the holders of
      Series A Preferred Stock Interests on a pro rata basis.

The holders of the Series AA Preferred Stock will have the right
to elect the Series AA Directors.  Subject to some exceptions,
after the fourth anniversary of the Effective Date, the Series AA
Directors will have certain supermajority voting rights that will
permit them to initiate a sale of New Pliant and to control any
related vote of the board of directors.

If the Series AA Preferred Stock is not redeemed within five
years after the Effective Date, the holders of a majority of the
Series AA Preferred Stock will have the right, subject to certain
exceptions, to:

   -- cause all of the outstanding Series AA Preferred Stock to
      be converted into 99.9% of the fully diluted New Common
      Stock; or

   -- appoint a majority of the board of directors of New Pliant
      without converting the Series AA Preferred Stock to New
      Common Stock.

In the event that New Pliant seeks to sell all or substantially
all of its assets, the approval of the holders of at least two-
thirds of all of the Series AA Preferred Stock will be required.
If New Pliant seeks to effect a merger, subject to certain
exceptions, the approval of the holders of at least two-thirds of
the Series AA Preferred Stock will also be required.

               Series AA Preferred Stock Registration

On the Effective Date, New Pliant and the Holders of Old Note
Claims and certain other holders of Series AA Preferred Stock
will enter into a Series AA Registration Rights Agreement.  New
Pliant will be obligated to register an underwritten public
offering of the Series AA Preferred Stock, nine months after the
Effective Date, at the direction of holders of a majority of the
shares of Series AA Preferred Stock issued to the holders of Old
Note Claims.

                      $20-Mil. Tack-On Notes

If and to the extent required by the Plan, New Pliant will issue
and distribute $20,000,000 in Tack-On Notes to the Old Indenture
Trustee, on behalf of all holders of Old Notes, for ultimate
distribution pro rata to each holder of an Old Note Claim.  The
Tack-On Notes will be issued under the First Lien Notes Indenture
and will benefit from all of the rights and privileges contained
in the Indenture.

              $35-Mil. New Senior Subordinated Notes

If and to the extent required by the Plan, New Pliant will issue
and distribute $35,000,000 in New Senior Subordinated Notes to
the Old Indenture Trustee, on behalf of all holders of Old Notes,
for ultimate distribution pro rata to each holder of an Old Note
Claim.  The New Senior Subordinated Notes will mature in 2010 and
will accrue payment in kind interest at a rate of 13% per annum
for the first year following issuance and semi-annual cash pay
interest at a rate of 13% per annum afterwards.

The New Senior Subordinated Notes will be subject to New Pliant's
right, which will be assignable, to refinance the New Senior
Subordinated Notes during the first year after the issuance of
the New Senior Subordinated Notes by tendering to the holders of
the New Senior Subordinated Notes, cash equal to:

   -- $20,000,000; plus

   -- interest accrued at a rate of 13% per annum from the date
      of issuance through the date of payment on a principal
      amount of $20,000,000; minus

   -- any interest previously paid in cash on the New Senior
      Subordinated Notes.

                     Management Stock Plan &
                  Deferred Cash Incentive Plan

New Pliant will issue, on the Effective Date, 8,000 shares of
Series M Preferred Stock and designate participants in the
Deferred Cash Incentive Plan.  The shares of Series M Preferred
Stock will be distributed in accordance with the Management Stock
Plan and units will be distributed in accordance with the
Deferred Cash Incentive Plan.

The Management Stock Plan and Deferred Cash Incentive Plan will
be used to grant awards to officers and other employees of New
Pliant and the reorganized Debtors, Mr. Auburn explains.

The Series M Preferred Stock and the units in the Deferred Cash
Incentive Plan will initially be entitled, in the aggregate, to
7.5% of the equity value of New Pliant.  The percentage may be
increased to an aggregate of 8% of the equity value of New Pliant
under certain circumstances.

                Sources of Cash for Distributions

All cash necessary for New Pliant or the reorganized Debtors to
make payments pursuant to the Plan will be obtained from existing
cash balances, the operations of the Debtors and the reorganized
Debtors, sales of assets or an Exit Facility Credit Agreement.
New Pliant and the reorganized Debtors may also make the payments
using cash received from their subsidiaries through the New
Pliant and the reorganized Debtors' consolidated cash management
systems.

                          Exit Financing

Without any requirement of further action by security holders or
its directors, New Pliant and the reorganized Debtors will, on
the Effective Date, enter into an Exit Facility Credit Agreement
and any related agreements, including those required in
connection with the creation or perfection of the liens on the
exit facility collateral.  The Exit Facility Credit Agreement
will be designated as a Senior Credit Agreement pursuant to the
terms of the Intercreditor Agreement.

A full-text copy of Pliant's Plan of Reorganization is available
for free at http://ResearchArchives.com/t/s?722

A full-text copy of Pliant's Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?723

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  As of Sept. 30, 2005, the company had $604,275,000 in
total assets and $1,197,438,000 in total debts.  (Pliant
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PLIANT CORP: Classification & Treatment of Claims Under Plan
------------------------------------------------------------
Pliant Corporation and its debtor-affiliates' Plan of
Reorganization groups claims against and equity interests in the
Debtors into 12 classes:

Class   Description        Recovery Under the Plan
-----   -----------        -----------------------
N/A     Administrative     Paid in full, in cash.
        Expense Claims
                           Unimpaired.

                           Estimated Amount: $114,600,000

N/A     DIP Facility       Paid in full, in cash.
        Claims
                           Unimpaired.

N/A     Priority Tax       At the election of the Debtors,
        Claims             holder will receive:

                           (a) cash equal to the amount of the
                               Allowed Claim;

                           (b) other treatment as to which the
                               Debtors and the holder will have
                               agreed upon in writing; or

                           (c) treatment such that the claim
                               will not be impaired.

                           Unimpaired.

                           Estimated Amount $300,000

  1     Priority Non-Tax   Claims will be reinstated.
        Claims
                           Unimpaired.

  2     Other Secured      Claims will be reinstated.
        Claims
                           Unimpaired.

  3     Revolving Credit   Paid in full, including accrued
        Facility Claims    interest.

                           Impaired.

                           Estimated Amount: $137,600,000

  4     First Lien Note    Claims will be reinstated.
        Claims
                           Unimpaired.

                           Estimated Amount: $294,500,000

  5     Second Lien Note   Claims will be reinstated.
        Claims
                           Unimpaired.

                           Estimated Amount: $273,700,00

  6     General Unsecured  Claims will be reinstated and
        Claims             potential preference actions against
                           creditors will be waived.

                           Unimpaired.

                           Estimated Amount: $24,500,000

  7     Old Note Claims    Cash equal to the Consenting
                           Noteholders' Professional Fees plus:

                           (a) pro rata share of Tack-On Notes as
                               consideration for the accrued and
                               unpaid interest payment due
                               December 1, 2005, provided that in
                               the event that the grant of Tack-
                               On Notes results in First Lien
                               Impairment or Second Lien
                               Impairment, the holder will not
                               receive Tack-On Notes but will
                               instead receive its pro rata share
                               of New Senior Subordinated Notes;

                           (b) pro rata share of 77.5% of the
                               aggregate amount issued and
                               outstanding Series AA Preferred
                               Stock;

                           (c) pro rata share of 30% of the New
                               Common Stock; and

                           (d) if Class 7 accepts the Plan, cash
                               equal to 1% of the principal
                               amount of Old Notes held by a
                               holder of an Old Note Claim but in
                               the event the Bondholder
                               Additional Consideration results
                               in First Lien Impairment of Second
                               Lien Impairment, the holder will
                               not be entitled to this additional
                               consideration.

                           Impaired.

                           Estimated Amount: $344,800,000

  8     Intercompany       At the Debtors' option the claims will
        Claims             either be:

                           (a) reinstated, in full or in part; or

                           (b) discharged and extinguished, in
                               full or in part.

                           Impaired.

  9     Series A           Holders will receive their pro rata
        Preferred Stock    share of:
        Interests
                           (a) 25.5% of the aggregate amount of
                               issued and outstanding Series AA
                               Preferred Stock; and

                           (b) 28% of New Common Stock.

                           Impaired.

  10    Series B           Holders will receive cash equal to
        Preferred Stock    $5,146 per share on account of each
        Interests          vested share of Series B Preferred
                           Stock.

                           Impaired.

  11    Outstanding        Holders will receive their pro rata
        Common Stock       share of 42% of the New Common Stock.
        Interests
                           Impaired.

  12    Other Outstanding  Cancelled, annulled and extinguished.
        Common Stock
        Interests          Impaired.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  As of Sept. 30, 2005, the company had $604,275,000 in
total assets and $1,197,438,000 in total debts.  (Pliant
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PRICE OIL: Court Okays $1.25 Mil. Navarre Assets Sale to Seigel
---------------------------------------------------------------
The Hon. William R. Sawyer of the U.S. Bankruptcy Court for the
Middle District of Alabama authorized Price Oil, Inc., and its
debtor-affiliates to sell four acres of underdeveloped land
located at Navarre Parkway in Navarre, Florida, in a private sale
under Bankruptcy Rule 6004(f).

As reported in the Troubled Company Reporter on Feb. 3, 2006,
Robert V. Seigel proposed to buy the property for $1.25 million
contingent on satisfactory completion of his due diligence, which
expired last Feb. 8, 2006.

The sale is expected to close today, Mar. 30, 2006.

The Court also authorized the Debtors to pay $100,000 to Florida
Coast Realty, Inc. as broker and $948,832 to Colonial Bank, N.A.,
based on Colonial's secured interests in the Property under two
separate mortgages.

As reported in the Troubled Company Reporter on Feb. 3, 2006,
Colonial Bank asserts a first priority mortgage lien on the
Navarro property securing repayment of a $660,000 loan.  Colonial
also asserts a second priority mortgage lien on the same property
in connection with an additional $300,000 loan.  The Debtors owe
approximately $22 million to Colonial Bank under various lines of
credit and real estate loans.  The Debtors told the Court that
Colonial agreed to the sale.

The Court declared that payment of the sale proceeds to Colonial:

    (1) will not impair any claims or liens that Colonial has or
        may have in any remaining net sale proceeds, and receipt
        of these proceeds by Colonial shall not constitute a
        waiver of Colonial's rights under its mortgages, and

    (2) will be without prejudice to any rights or claims of the
        Debtors or the Official Committee of Unsecured Creditors
        against Colonial or to contest the nature, extent, or
        validity of any of Colonial's claims or liens or to seek
        the avoidance or subordination of any of Colonial's claims
        or liens.

The Court also ordered that the net proceeds of the sale remaining
after payment of the Commission to the Broker, payment to
Colonial, and other reasonable closing costs incurred in
connection with such sale will be deposited into a separate escrow
account to be maintained and held by the Debtors.

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Debtor also owns, operates and
lease multiple convenience stores.  The Debtor and five of its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at
Bradley, Arant, Rose & White represents the Debtors in their
restructuring efforts.  The Debtors tapped Cahaba Capital
Advisors, L.L.C. and AEA Group, L.L.C., for financial and
restructuring advice.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


RECKSON ASSOCIATES: Prices Offering of $275MM of 6% Senior Notes
----------------------------------------------------------------
Reckson Associates Realty Corp.'s (NYSE: RA) operating
partnership, Reckson Operating Partnership, L.P., priced an
offering of $275 million of 6% senior unsecured notes due
March 31, 2016.  Interest on the notes will be payable semi-
annually on May 15 and Nov. 15, commencing May 15, 2006.  The
notes were priced at 99.857% of par value to yield 6.02%.
Settlement is scheduled for March 31, 2006.

The net proceeds from the offering, after the underwriters'
discount and expenses, are anticipated to be approximately
$272.7 million.  The Company intends to use the net proceeds
from the offering for general corporate purposes, including the
repayment of all or a portion of Reckson's term loan from Goldman
Sachs Mortgage Company, which matures in April 2006.

The underwriters for this transaction were Citigroup Global
Markets Inc. and Goldman, Sachs & Co. as joint bookrunners.

The co-managers are:

     * BNY Capital Markets, Inc.,
     * Deutsche Bank Securities,
     * ING Financial Markets LLC,
     * J.P. Morgan Securities Inc.,
     * KeyBanc Capital Markets,
     * PNC Capital Markets LLC,
     * Scotia Capital (USA) Inc.,
     * UBS Securities LLC,
     * Wachovia Capital Markets, LLC and
     * Wells Fargo Securities, LLC.

A copy of the prospectus supplement and related prospectus
relating to the offering may be obtained from the underwriters.

                    About Reckson Associates

Headquartered in Melville, New York, Reckson Associates Realty
Corp. -- http://www.reckson.com/-- is a self-administered and
self-managed real estate investment trust specializing in the
acquisition, leasing, financing, management and development of
Class A office properties.  Reckson's core growth strategy is
focused on the markets surrounding and including New York City.
The Company is one of the largest publicly traded owners, managers
and developers of Class A office properties in the New York Tri-
State area, and wholly owns, has substantial interests in, or has
under contract, a total of 102 properties comprised of
approximately 20.2 million square feet.

                          *     *     *

On Nov. 12, 2003 and Jan. 28, 2004, Moody's and Fitch each
assigned speculative ratings to Reckson's preferred stock.  Both
rating agencies say the outlook it stable.


REFCO INC: Wants Court to Set May 25 Claims Bar Date
----------------------------------------------------
To identify and resolve claims expeditiously, Refco Inc., and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to fix the deadline for filing proofs of
claim to 5:00 p.m., Eastern Time, on May 25, 2006.

The Debtors will mail proof of claim forms and the related bar
date notice in accordance with certain procedures no later than
10 days following Court's approval of the Debtors' request.  The
Debtors propose that all creditors will be required to file a
proof of claim on account of any claim against the Debtors,
including all claims that the Debtors are holding property and
claims arising under a theory of constructive trust.

Any Claim Holder against the Debtors who is required, but fails,
to file a proof of claim on or before the Bar Date will:

   (i) be forever barred, estopped, and permanently enjoined
       from asserting a Claim against the Debtors or their
       property;

  (ii) not be treated as a creditor for purposes of voting on,
       and distribution under, any plan of reorganization in
       the Debtors' cases; and

(iii) not be entitled to receive further notices.

In addition, the Debtors do not require these creditors to file
proofs of claim:

   -- Any person or entity that has already filed a proof of
      claim against the Debtors with the Clerk of the
      Bankruptcy Court;

   -- Any person or entity whose claim is listed on the
      Debtors' schedules of assets and liabilities, provided
      that:

         * the claim is not scheduled as "disputed,"
           "contingent" or "unliquidated";

         * the claimant agrees with the amount, nature and
           priority of the claim under the Schedules; and

         * the claimant does not dispute that the claim is an
           obligation of a specific debtor against which the
           claim is listed in the Schedules;

   -- Any holder of an account with Refco F/X Associates, LLC,
      which claim is based solely on the value of securities
      and who has no other claims against any of the Debtors;

   -- Any holder of an account with Refco, LLC, which claim is
      based solely on the value of the securities;

   -- Any claim holder that has been allowed by Court order;

   -- Any entity whose claim has been paid in full;

   -- Any claim holder for which specific deadlines have
      previously been fixed by the Court;

   -- Any debtor having a claim against another debtor;

   -- Any holder of a claim allowable as an administration
      expense;

   -- Any holder of a claim arising under the Debtors' 9% senior
      subordinated notes due 2012, other than the indenture
      trustee of the Notes, provided that the Note Holder who
      wishes to assert a claim based solely on the outstanding
      prepetition principal and interest due must file a proof
      of claim on or before the Bar Date; and

   -- Claims by non-debtor parties to any rejected executory
      contract or unexpired lease arising solely from the
      rejection of the Executory Contract.

The Debtors tell Judge Drain that any person or entity that holds
a claim arising from the rejection of an executory contract or
unexpired lease must file a proof of claim on or before the Bar
Date, or no later than the date as the Court may fix in the
applicable order authorizing that rejection.

Claims of governmental units must be filed in accordance with
Section 502(b)(9) of the Bankruptcy Code.  Under Section
502(b)(9), claims of governmental units must be filed before 180
days after the Petition Date.

Furthermore, the Debtors propose that any holder of an interest
that is based exclusively on the ownership of common or preferred
stock of any of the Debtors will not be required to file a proof
of Interest based solely on account of that Interest.

The Debtors intend to serve holders of claims listed on the
Schedules with the Bar Date Notice and a proof of claim form,
indicating on the form how the Debtors have scheduled that
creditor's claim in the Schedules.

For holders of accounts with Refco Capital Markets, Ltd., the
Debtors will serve the General Bar Date Notice, a General Proof
of Claim Form, and a proof of claim form tailored to RCM account
holders.

Moreover, with respect to any proof of claim validly and properly
filed, the Debtors ask Judge Drain to approve these claims
procedures:

   (a) Proofs of claim must conform substantially to the General
       Proof of Claim Form or the RCM Proof of Claim Form;

   (b) Proofs of claim must be filed either by mailing the
       original proof of claim to the Bankruptcy Court or by
       delivering the original proof of claim by hand or
       overnight courier.

   (c) Proofs of claim will be deemed filed only when received
       by the Clerk of the Bankruptcy Court on or before the
       Bar Date.

   (d) Proofs of claim must be signed and must include
       supporting documentation or an explanation as to why
       documentation is not available.

   (e) Proofs of claim must specify by name and case number of
       the Debtor against which the claim is filed.  If the
       holder asserts a claim against more than one Debtor or
       has Claims against different Debtors, a separate proof
       of claim form must be filed with respect to each Debtor.

Moreover, the Debtors ask the Bankruptcy Court to set a similar
Claims Bar Date for Refco, LLC, as soon as its request to convert
its Chapter 7 case to Chapter 11 is approved.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.  (Refco
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ROYALTON CO: Moody's Junks Bond Rating as Credit Quality Declines
-----------------------------------------------------------------
Moody's Investors Service placed on watch for possible downgrade
these notes issued by Royalton Company, a collateralized debt
obligation issuer:

   * The $62,000,000 Class B Second Senior Secured Notes due 2009

     Prior Rating: Caa1
     Current Rating: Caa1, on watch for possible downgrade

The rating action reflects the deterioration in the credit quality
of the transaction's underlying collateral pool, which consists
primarily of corporate bond and loan obligations, as well as the
occurrence of asset defaults and par losses, and the continued
failure of certain collateral and structural tests, such as the
interest coverage test for the Class B notes, according to
Moody's.


SAINT VINCENTS: Court Okays May 31 Primary Care Lease Deadline
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between Primary Care Development
Corporation and Saint Vincents Catholic Medical Centers of New
York with respect to the St. Dominic Facility.

The Debtors may assume or reject the operating lease agreement in
connection with the St. Dominic Facility, through and including
May 31, 2006.

As reported in the Troubled Company Reporter on March 15, 2006,
the parties agreed that the stipulation does not constitute an
acknowledgment by the Debtors that the Operating Agreement is a
non-residential real property lease.

As reported in the Troubled Company Reporter on Jan. 3, 2006, the
U.S. Bankruptcy Court for the Southern District of New York
extends the time within which the Debtors Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates may assume
or reject non-residential real property leases to and including
the date confirming a plan of reorganization for the Debtors,
subject to these exceptions:

   (1) With respect to Primary Care Development Corporation and
       the lease in connection with the St. Dominic Facility, the
       Debtors' time to assume or reject the lease is extended
       through and including February 28, 2006; and

   (2) With respect to the RJ Archer Realty LLC Lease, the
       Debtors will inform RJ Archer of their intentions with
       respect to the renewal, assumption or rejection of the
       Lease on or before April 30, 2006.

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)


SD CITY: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------
Debtor: SD City Event, Inc.
        aka City Events, Inc.
        aka City Events
        7875 Convoy Court, Suite #3
        San Diego, California 92111

Bankruptcy Case No.: 06-00591

Chapter 11 Petition Date: March 29, 2006

Court: Southern District of California (San Diego)

Judge: John J. Hargrove

Debtor's Counsel: Craig E. Dwyer, Esq.
                  8765 Aero Drive, Suite 228
                  San Diego, California 92123
                  Tel: (858) 268-9909

Total Assets:    $75,950

Total Debts:  $1,490,868

Debtor's 19 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Internal Revenue Service                  $900,000
Insolvency Group 2
880 Front Street
San Diego, CA 92101-8869

Labor Comm, Department of                 $136,899
Industrial Relations
Division of Labor Standards Enforcement
7575 Metropolitan Drive, Suite 210
San Diego, CA 92108

Employment Development Department          $80,000
Bankruptcy Group
MIC 92E, P.O. Box 826880
Sacramento, CA 94280-0001

Pacific Bell Directory                     $59,269

Sweetwater Unified                         $37,200

Higgs, Fletcher & Mack LLP                 $24,000

Protocol Telecommunications, Inc.          $23,859

Enterprise Leasing Co. Nevada              $16,753

Wirtz, Hellenkamp, LLP                     $16,149

Scripps Ranch High School                  $15,738

Vista Flood Restoration, Inc.              $14,921

U.S. Department of Labor                   $14,745

Go-Staff                                   $12,800

Law Offices of Daniel Lawton, Esq.         $10,000

Payday Loan Corp.                           $6,921

SCT Fire Alarm & Security Inc.              $6,920

Audio Video Associates, Inc.                $5,022

Valero Marketing & Supply Co.               $4,906

Sprint                                      $4,849


SEA CONTAINERS: Withdraws from Ferry Business
---------------------------------------------
Sea Containers Ltd (NYSE: SCRA and SCRB) disclosed that it will
withdraw completely from the ferry business.  The decision,
together with other matters, will result in a total impairment
charge of approximately $500 million in the fourth quarter of
2005.

Sea Containers reported on Nov. 3, 2005, that it had begun a
process of restructuring its ferry division, and that it would be
entertaining offers to buy the core business of Helsinki-based
Silja Oy Ab, which includes eight vessels operating on three
routes in the Baltic.

The Company also announced its intention to sell or charter out
several additional ferry vessels and to entertain offers to buy
its SeaStreak business in New York.  Because of the restructuring,
the Company announced an impairment charge of $99 million, of
which $19 million was recorded in the 2005 third quarter results.

At the meeting of the Board on March 20, 2006, management's
proposals relating to these ferry and container matters were
approved.  The Company will recognize a non-cash pre-tax charge of
approximately $500 million in the fourth quarter 2005, which
includes the previously estimated fourth quarter 2005 impairment
charge of $112 million reported in the November announcement.  Of
this approximate $500 million, approximately $415 million relates
to the ferry business, and approximately $85 million relates to
the container business.

Robert MacKenzie, President and Chief Executive of Sea Containers,
said, "The additional write-downs announced today reflect
decisions made by the Sea Containers Board following a rigorous
management-driven process of analyzing the Company's businesses,
in the light of changing market conditions, recent trading
performance and with a focus on future sustainable cash flows.
Our objective is to reduce the central cost structure and direct
management attention on the core independent businesses of marine
container leasing, including GE SeaCo, and our GNER rail
franchise.  The Board will continue to review opportunities for
the disposal of its non-core activities.

"We are in dialogue with the Company's banks in order to amend or
waive compliance with covenants. Management has been encouraged by
the initial response from these institutions to work with us to
resolve these matters.

"At a commercial level there is progress. Silja's core business
has attracted a range of highly qualified bidders with the second
round of bids due shortly.  Indications are that a sale of the
core business can be completed in the second quarter, with the
sale of most or all of the remaining ferry assets contemplated
during the course of the year.

"The filing of the Company's 2005 Form 10-K annual report with the
U.S. Securities and Exchange Commission will be delayed into April
in order to allow adequate time to resolve the various bank
covenant issues and finalize outstanding accounting matters.  The
report will be filed as soon as practicable," he concluded.

Sea Containers, Ltd. -- http://www.seacontainers.com/-- provides
passenger and freight transport and marine container leasing.  It
operates in four segments: Ferry, Rail, Container, and Leisure.

                          *  *  *

As reported in the Troubled Company Reporter on March 28, 2006,
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers Ltd., including lowering the corporate credit rating to
'CCC+' from 'B+'.  S&P retained all ratings on CreditWatch with
negative implications. The ratings were initially placed on
CreditWatch on Aug. 25, 2005, and subsequently lowered to the
'B+' level on Feb. 16, 2006.

"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 S&P's credit analyst Betsy Snyder.

As reported in the Troubled Company Reporter on March 27, 2006,
Moody's Investors Service placed all ratings of Sea Containers
Ltd., under review for possible downgrade -- senior unsecured
rating at B3.  The review was prompted by the company's disclosure
that it would not file its Form 10-K until it completes the
testing of asset impairments, as well as the uncertainty
surrounding the timing of the proposed sale of Silja Oy Ab and the
other ferry assets.


SEABULK INT'L: Moody's Upgrades Rating on SEACOR Guaranteed Notes
-----------------------------------------------------------------
Moody's Investors Service upgraded Seabulk International Inc.'s
9.5% senior unsecured notes due 2013 to Ba1 from Ba3, following
the issuance of a full and unconditional guarantee of the notes by
Seabulk's parent, SEACOR Holdings Inc.  SEACOR's Corporate Family
Rating and the ratings on its senior unsecured notes are Ba1.  The
rating outlook is stable.

The rating on the Seabulk notes was upgraded on July 6, 2005
following the acquisition of the company by higher-rated SEACOR.
The notching at that time reflected the absence of a guarantee
from SEACOR offset by Moody's assessment of implied parental
support.

SEACOR Holdings Inc. is headquartered in Fort Lauderdale, Florida.


SKM-LIBERTYVIEW: Moody's Raises Rating on $35 Mil. Notes to Baa3
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on these three
classes of notes issued in 1999 by SKM-Libertyview CBO I Limited,
a collateralized bond obligation issuer:

   * The $150,000,000 Class A-2 Floating Rate Notes Due 2011

     Prior Rating: A1, on watch for possible upgrade
     Current Rating: Aaa

   * The $10,000,000 Class B Floating Rate Notes Due 2011

     Prior Rating: B2, on watch for possible upgrade
     Current Rating: Baa3

   * The $25,000,000 Class B Fixed Rate Notes Due 2011

     Prior Rating: B2, on watch for possible upgrade
     Current Rating: Baa3.

The current rating actions reflect the significant delevering of
the transaction and the continuing amortization of the Class A-2
notes, according to Moody's.  Less than 5% of the initial par
balance of the Class A-2 notes is currently outstanding, Moody's
noted.


STAR TELECOMMS: Court Delays Final Decree Closing Chapter 11 Cases
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gives
Gordon Hutchings, Jr., the liquidating trustee of the Star
Creditors Liquidating Trust -- the successor-in-interest of Star
Telecommunications, Inc., and its debtor-affiliates -- until
May 30, 2006, to file a final report in the Debtors' chapter 11
cases.

The Court will also delay entry of a final decree closing the
cases to that date.

The Liquidating Trustee needs the additional time to resolve a
directors' and officers' liability action brought by the Post-
Confirmation Creditors' Committee in the U.S. District Court for
the District of Delaware.  The parties to the D&O Action have
reached an agreement in principle, subject to documentation,
settling the D&O Action (on undisclosed terms).

The Liquidating Trustee wants the chapter 11 cases to remain open
until the D&O Action settlement is documented and the settlement
agreement is executed.

The Liquidating Trustee, pursuant to the terms of the Chapter 11
Plan confirmed in the Debtors' cases, had made two distributions
to creditors and has resolved most actions to recover additional
assets.

Headquartered in Santa Barbara, California, Star
Telecommunications, Inc., was a leading provider of global
telecommunications services to consumers, long distance carriers,
multinational corporations and Internet service.  The Company and
its debtor-affiliates filed for chapter 11 protection on March 13,
2001 (Bankr. D. Del. Case No. 01-00830).  Daniel A. Lowenthal,
III, Esq., at Thelen Reid & Priest LLP represents the
Debtors.  When the Debtors filed for chapter 11 protection, they
listed total assets of $630,065,000 and total debts of
$284,634,000.  The Court confirmed the Debtors and Unsecured
Creditors Committee's chapter 11 Plan on July 31, 2002, and the
Plan took effect on Aug. 13, 2002.  Gordon Hutchins, Jr. is the
Liquidating Trustee for the confirmed Plan.  Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C.
represents the Liquidating Trustee.


STELCO INC: Obtains Court Order on Issuance of New Securities
-------------------------------------------------------------
Stelco Inc. reported that it sought and obtained an Order
concerning the issuance of new securities and other consideration
to affected creditors in connection with the Company's
restructuring plan.

At a hearing on March 28, 2006, the Superior Court of Justice
(Ontario) approved the terms and conditions of the issuance and
exchange of these securities and cash in exchange for the affected
claims.  The Court also declared that those terms and conditions
are fair to the affected creditors.

The consideration in question includes New Secured Floating Rate
Notes, New Common Shares, New Warrants and cash.

As Stelco has disclosed on previous occasions, the Order will
enable the Company to utilize an exemption under U.S. securities
law concerning the issuance and exchange of the FRNs.  A similar
Order had been granted on March 9, 2006.

In the meantime, and as a result of discussions among relevant
stakeholders, Stelco has made certain amendments to its
restructuring plan, including changes to the FRNs.  The Company
was advised by U.S. securities law counsel that, in light of these
amendments, an Order similar to that obtained on March 9, 2006 was
required.

                          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.


STRAIT CROSSING: DBRS Holds 6.17% Revenue Bonds' BBB(High) Rating
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Strait
Crossing Development Inc., at BBB (high).  The trend remains
Stable.  SCDI's financial results improved modestly in 2005 as
revenues rebounded to grow at a pace consistent with the long-term
assumptions incorporated in the current rating.  Although coverage
ratios failed to recover notably last year, they should begin to
trend upward, barring sustained weakness in traffic growth on the
Company's Confederation Bridge.

Rating Action:

   * 6.17% Revenue Bonds -- Confirmed BBB (high)

Aided by a recovery in traffic growth, a modest increase in tolls,
and rising interest income on cash balances, revenues grew by 2.0%
after falling in 2004 due to a decline in tourism traffic and
difficulties in the agriculture sector.  Expenditures grew for the
first time since 2002 as SCDI reached a labour agreement and
booked retroactive costs for the time that the union was without a
contract.  However, the terms of the agreement are manageable and
should not put any undue pressure on spending over the next three
years.  In addition, costs were boosted by the planned resurfacing
of the Bridge in 2005, although provisions set aside by the
Company helped mitigate some of the impact on expenses.  EBITDA
rose; however, it was insufficient to fully offset the increase in
total debt service, resulting in a modest decline in principal and
interest coverage.

DBRS notes that the outlook for toll revenue growth remains
modest, with tolls only permitted to rise by 75% of inflation and
traffic driven by long-term economic growth.  However, coverage
ratios should improve in 2006, aided by a decrease in maintenance
expenses, ongoing cost control, and sound economic growth.  If the
federal government cuts the GST as promised, it could provide a
further boost to SCDI's EBITDA.

Over the long term, traffic should continue to increase modestly,
supported by the Bridge's solid positioning as the only fixed link
between Prince Edward Island and New Brunswick, its monopoly over
vehicular traffic in the winter, and the significant time savings
provided to users.  Long-term growth in toll revenues should
outpace the 1.3% annual increase in debt service payments, due to
the amortization of the revenue bonds, slowly increasing interest
coverage ratios, barring a sustained weakness in traffic.


TRANSCOM ENHANCED: Redwing Signs Truce & Withdraws Artillery
------------------------------------------------------------
Redwing Equipment Partners, Ltd. asks the U.S. Bankruptcy Court
for the Northern District of Texas for permission to withdraw its
proposed Chapter 11 Plan of Reorganization in Transcom Enhanced
Services, L.L.C.'s chapter 11 case.

Redwing also wants to withdraw its request for the appointment of
a chapter 11 trustee as well as its objection to the increase of
the Debtor's postpetition line of credit.

Redwing tells the Court that it has amicably resolved instant
issues with the Debtor, which warrants the withdrawal of its three
requests.

Headquartered in Irving, Texas, Transcom Enhanced Services --
http://www.transcomus.com/-- specializes in the modification of
the form and content of telephone calls and other communications
to improve bandwidth efficiency, reduce costs and facilitate the
development and provision of advanced applications.  Established
in 2003, TES uses state-of-the-art technology and a secure,
privately managed packet-switched network to deliver cost-
effective custom voice-over-IP solutions and converged IP
applications to carriers and enterprise customers all over the
world.  The Company filed for chapter 11 protection on Feb. 18,
2005 (Bankr. N.D. Tex. Case No. 05-31929).  John Mark Chevallier,
Esq., at McGuire, Craddock & Strother represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $1 million
and $10 million.


TRM CORP: Needs More Time to Prepare 2005 Financial Statements
--------------------------------------------------------------
TRM Corporation (NASDAQ: TRMM) will delay filing its Form 10-K for
fiscal 2005.  The Company requires the additional time to:

   -- complete the preparation of its consolidated financial
      statements which will be included in the 2005 Form 10-K; and

   -- complete its assessment of the Company's internal control
      over financial reporting as of December 31, 2005, in
      accordance with Section 404 of the Sarbanes-Oxley Act of
      2002.

Additionally, on March 13, 2006, TRM Corporation appointed Jeffrey
F. Brotman as interim President and Chief Executive Officer. The
filing extension allows Mr. Brotman the appropriate time to
review the annual audit.  The Company now intends to provide
fourth quarter and full year 2005 financial results on or before
March 31, 2006.

The Company expects, based upon preliminary and unaudited
information, that it will not be in compliance with the leverage
and fixed charge ratio covenants in its credit agreement with
certain lenders and Bank of America, N.A., as administrative
agent, primarily because of fourth quarter charges, including
those related to costs incurred in the Travelex ATM Network
acquisition and also including additional charges related to the
ATM business the Company acquired from eFunds Corporation. The
lenders have agreed to grant relief from compliance with these
covenants for a period of 90 days, during which time TRM expects
to refinance the credit facility.

The Company's results of operations for the year ended
December 31, 2005 will change significantly from the year ended
December 31, 2004.  The Company, based on preliminary and
unaudited information, expects to report revenues of approximately
$234 million compared to approximately $126 million in 2004.  The
Company has not completed its analysis of either operating loss or
net loss for 2005; however, based on its review to date, the
Company expects to report an operating loss and a net loss for
2005.

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.


THREE-FIVE SYSTEMS: Court Approves Amended Disclosure Statement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
Amended Disclosure Statement explaining Three-Five Systems, Inc.
and TFS-DI, Inc.'s Amended Joint Chapter 11 Plan of Reorganization
on Mar. 24, 2006.

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.

              Overview of the Amended Joint Plan

The Plan provides for the substantive consolidation of the
liabilities and properties of both Debtors.

Cash payments for all allowed administrative claims, allowed
priority tax claims, allowed priority claims, allowed
miscellaneous secured claims and allowed secured tax claims will
come from the Gross Assets, which constitute the entirety of
Reorganized TFS's assets on the effective date of the Plan.  The
assets remaining after payment of all those claims will constitute
the Net Assets.

Funds from the Net Assets will be used for cash distributions to
allowed general unsecured claims, allowed equity interests and
allowed equity related claims.  After the effective date,
Reorganized TFS must use all efforts to liquidate or convert all
non-Cash Net Assets into cash.

             Treatment of Claims and Interests

1) Allowed priority claims, other than priority tax claims will
   receive cash equal to the allowed amount of their claims after
   the effective date or 30 days after a priority claim becomes
   allowed; unless the holder of those claims and Reorganized TFS
   agree in writing to a different date.

2) Allowed secured tax claims will receive cash equal to the
   allowed of their claims either:

   a) on the Effective Date or any date the Bankruptcy Court may
      fix, or

   b) 30 days after the secured tax claim becomes allowed and the
      date on which that claim is scheduled to be paid in the
      ordinary course of business; unless the holder of the claim
      and Reorganized TFS agree in writing to a different date.

3) Allowed miscellaneous secured claims will receive cash equal to
   the allowed amount of their claims either:

   a) on the Effective Date or any date the Bankruptcy Court may
      fix, or

   b) 30 days after the miscellaneous secured claim becomes
      allowed and the date on which that claim is scheduled to be
      paid in the ordinary course of business; unless the holder
      of the claim and Reorganized TFS agree in writing to a
      different date.

4) Allowed general unsecured claims will receive cash equal to
   the allowed amount of their claims with interest accruing from
   the petition date through the confirmation date at the legal
   interest rate.  Distributions for allowed general unsecured
   claims will begin after the effective date or 30 days after a
   general unsecured claim becomes allowed.

5) Equity interests and equity related claims are subordinated to
   all claims and will receive their pro rata share of the Net
   Assets after distributions to holders of all allowed general
   unsecured claims under Section 5.04.b(i) of the Plan are
   complete.

The Court has set a hearing on June 13, 2006, to consider
confirmation of the Debtors' amended plan.

A full-text copy of the Debtors Amended Disclosure Statement and
Amended Joint Plan is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060329032855

Headquartered in Tempe, Arizona, Three-Five Systems, Inc. --
http://tfsc.com/-- provides specialized electronics manufacturing
services to original equipment manufacturers.  TFS offers a broad
range of engineering and manufacturing capabilities.  The Company
filed for chapter 11 protection on Sept. 8, 2005 (Bankr. D. Ariz.
Case No. 05-17104).  Thomas J. Salerno, Esq., at Squire, Sander &
Dempsey, LLP, represents the Debtor in its restructuring efforts.
Brian N. Spector, Esq., at Jennings Strouss & Slamon, PLC,
represents the Official Committee of Unsecured Creditors.  The
Official Equityholders Committee is represented by Craig J.
Bolotn, Esq., at Jennings Haug & Cunningham.  When the Debtor
filed for protection from its creditors, it listed $11,694,467 in
total assets and $2,880,377 in total debts.


TKO SPORTS: Court OKs $2.5 Mil. Factoring Agreement with Marquette
------------------------------------------------------------------
The Honorable Jeff Bohm of the U.S. Bankruptcy Court for the
Southern District of Texas in Houston gave TKO Sports Group USA
Limited authority to enter into a $2,500,000 postpetition accounts
receivable factoring agreement with Marquette Commercial Finance,
Inc.

Marquette will purchase only those accounts receivable that meet
its requirements.

The Debtor gave Marquette a superpriority lien on substantially
all of its assets.  The liens are secured by first priority
security interests on all of the Debtor's Accounts Receivable and
other collateral.

In addition, the Debtor granted Marquette a superpriority
administrative claim, subject to a $185,000 carve-out, pursuant to
Section 364(c)(1) of the Bankruptcy Code.

                            Background

On Jan. 13, 2006, the Bankruptcy Court entered the final order:

   (a) authorizing use of cash collateral; and

   (b) approving settlement and compromise between the Debtor and
       Bank of Montreal.

Under the final order, the Debtor essentially settled the $5.2
million secured claim of Bank of Montreal for a cash payment of
only $2.3 million.  The payment is to made from cash on hand plus
the proceeds from the DIP Financing.

Without the DIP Financing, the Debtor will not have the funds
necessary to finance the settlement with the Bank of Montreal.  If
the settlement is not funded by March 31, 2006, the Bank of
Montreal will have relief from the automatic stay and the Debtor
will not be able to continue operations and preserve its assets
and properties for the benefit of unsecured creditors.

Edward L. Rothberg, Esq., at Weycer, Kaplan, Pulaski & Zuber,
P.C., in Houston, Texas, tells the Court that the Debtor was
unable to obtain conventional financing on reasonable terms.

The Debtor will use the funds from Marquette to finance the BOM
settlement and for its operations, payroll, and other operating
expenses that are necessary to maintain the value of the estate.

The parties contemplate that the DIP agreement will continue to be
effective after confirmation of the Debtor's plan of
reorganization, and to the extent necessary, provide exit
financing for the Plan.

                          Plan Term Sheet

Judge Bohm also authorized the Debtor to file a Plan Term Sheet
under seal.  The Plan Term Sheet was executed by the Debtor, the
Committee and other parties setting forth the terms of a
consensual plan of reorganization.

The Debtor and the Committee are authorized to enter into the Plan
Term Sheet.  The Plan Term Sheet is valid, binding and enforceable
in accordance with its terms.

Any creditor may obtain a copy of the Plan Term Sheet upon the
execution of a confidentiality agreement acceptable to the Debtor
and the Committee and a written request to:

      Weycer, Kaplan, Pulaski & Zuber, P.C.
      1400 Summit Tower
      11 Greenway Plaza
      Houston, TX 77046
      Attn: Edward L. Rothberg, Esq.,
      Tel: (713) 961-9045
      Fax: (713) 961-5341

Headquartered in Houston, Texas, TKO Sports Group USA Limited,
aka 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.


TRANSMONTAIGNE INC: S&P Revises Watch Implication to Developing
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications for its 'B+' corporate credit rating on petroleum
storage and distribution company TransMontaigne Inc. to developing
from positive.  The ratings were first placed on CreditWatch on
March 22, 2006.

"The rating action follows the announcement that TransMontaigne
has entered into a definitive agreement with SemGroup L.P.
(unrated) to be acquired for $9.75 per share, including
TransMontaigne's outstanding Series B convertible preferred
stock," said Standard & Poor's credit analyst Paul B. Harvey.
"The SemGroup offer tops the recent acquisition offer from Morgan
Stanley Capital Group Inc., which offered to acquire all the
outstanding equity securities of TransMontaigne for $8.50 per
share," he continued.

SemGroup is a midstream company that provides:

   * transportation,
   * storage,
   * processing,
   * purchases, and
   * sales

   for:

       -- crude oil,
       -- natural gas, and
       -- refined products.

Standard & Poor's will resolve the CreditWatch listing on
TransMontaigne around the close of the merger.

The ratings on TransMontaigne reflect:

   * its more volatile supply,
   * marketing and trading business, and
   * debt leverage,

ffset by a mix of a stable terminaling business and the stability
provided by its long-term supply agreement for refined products.


U.S. CAN: Accepts $286.88 Million for Senior Notes Tender Offers
----------------------------------------------------------------
United States Can Company's tender offers for all of its
outstanding 10-7/8% Senior Secured Notes due 2010 and 12-3/8%
Senior Subordinated Notes due 2010 expired at 5:00 p.m., New York
City time, on March 27, 2006.

The Company has accepted for payment and will purchase all Notes
validly tendered pursuant to the tender offers and not withdrawn
prior to such expiration.

According to D.F. King & Co., Inc., the depositary of the tender
offers, approximately $124.64 million in aggregate principal
amount of the Secured Notes and $162.24 million in aggregate
principal amount of the Subordinated Notes were validly tendered
and not withdrawn.

The holders of tendered Secured Notes who validly tendered their
Secured Notes prior to 5:00 p.m., New York City time, on March 2,
2006, the Consent Payment Deadline, will receive $1,119.60 per
$1,000 principal amount of the Secured Notes.  The holders of
tendered Subordinated Notes who validly tendered their
Subordinated Notes prior to the consent payment deadline will
receive $1,067.40 per $1,000 principal amount of the Subordinated
Notes.  Holders who validly tendered their Notes prior to the
consent payment deadline will also receive accrued interest on the
tendered Notes up to, but not including, the early settlement
date, which is expected to be March 27, 2006.

Holders of Secured Notes who validly tendered their Secured Notes
after the consent payment deadline but prior to the expiration
time will receive $1,089.60 per $1,000 principal amount of the
Secured Notes.  Holders of Subordinated Notes who validly tendered
their Subordinated Notes after the consent payment deadline but
prior to the expiration time will receive $1,037.40 per $1,000
principal amount of the Subordinated Notes.  Holders who validly
tendered their Notes after the consent payment deadline but prior
to the expiration time will receive accrued interest on the
tendered Notes up to, but not including, the final settlement
date, which is expected to be March 28, 2006.

Following the purchase of the Notes accepted in the tender offers,
approximately $0.36 million in aggregate principal amount of the
Secured Notes and $9.47 million in principal amount of the
Subordinated Notes will remain outstanding.  The aggregate cost to
purchase the Secured Notes and Subordinated Notes tendered
pursuant to the tender offer, including accrued and unpaid
interest, was $325.24 million.

Lehman Brothers Inc. acted as the sole Dealer Manager for the
tender offers and Solicitation Agent for the consent
solicitations.  D.F. King & Co., Inc. acted as the Information
Agent and Depositary.

                     About U.S. Can Corp.

Headquartered in Lombard, Illinois, U.S. Can Corporation --
http://www.uscanco.com/-- manufactures steel containers for
personal care, household, automotive, paint and industrial
products in the United States and Europe, as well as plastic
containers in the United States and food cans in Europe.

At Oct. 2, 2005, U.S. Can's balance sheet showed a $426,657,000
equity deficit, compared to a $398,429,000 deficit at Dec. 31,
2004.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 6, 2006,
Moody's Investors Service placed ratings of United States Can
Company, the operating subsidiary of U.S. Can Corporation under
review, following announcement that U.S. Can will sell its U.S.
and Argentinean operations to Ball Corporation.

These ratings are under review:

   * $65 million senior secured first lien revolving credit
     facility, rated B3

   * $250 million senior secured first lien term loan B, rated B3

   * $125 million second lien 10.875% notes due July 10, 2010,
     rated Caa2

   * $172 million 12.375% senior subordinated notes due Oct. 1,
     2010, rated Caa3

   * Corporate Family Rating, B3

As reported in the Troubled Company Reporter on Feb. 20, 2006,
Standard & Poor's Ratings Services placed its ratings, including
its 'B' corporate credit rating, on U.S. Can Corp. and its wholly
owned subsidiary, United States Can Co., on CreditWatch with
developing implications.  This follows the announcement that
U.S. Can has entered into a definitive agreement to sell its
U.S. and Argentinean operations to Ball Corp. (BB+/Stable/--) for
1.1 million shares of Ball common stock and the repayment of
approximately $550 million of U.S. Can's debt.


UC HUB: January 31 Balance Sheet Upside-Down by $2.5 Million
------------------------------------------------------------
UC Hub Group, Inc., reported its financial statements for the
quarter ended Jan. 31, 2006, to the Securities and Exchange
Commission on March 21, 2006.

For the three months ended Jan. 31, 2006, UC Hub incurred a
$103,024 net loss on $747,100 of total revenues.  For the three
months ended Jan. 31, 2005, the Company incurred $30,323 net loss
on $11,788 of total revenues.

At Jan. 31, 2006, UC Hub's balance sheet shows a $2,549,865
working capital deficit.

At Jan. 31, 2006, UC Hub's balance sheet showed $224,154 in total
assets and $2,736,471 in total liabilities.  The Company's balance
sheet shows a $17,193,347 accumulated deficit.

A full-text copy of UC Hub's latest quarterly report is available
for free at http://ResearchArchives.com/t/s?72c

                    Going Concern Doubt

In a Form 10-KSB report filed by UC HUB with the SEC on Dec. 20,
2005, Lawrence Scharfman CPAPA expressed substantial doubt about
UC Hub's ability to continue as a going concern after auditing the
Company's financial statements for the year ended July 31, 2005.
The auditing firm pointed to the Company's recurring losses from
operations.

Headquartered in Rancho Cucamonga, California, UC Hub Group, Inc.
is a software development and distribution company with primary
interests in digital communications and digitally based products
and services necessary to support the corporate vision of the
"Digital City."  For the fiscal year ended July 31, 2005, the
Company had two wholly owned subsidiaries and a software
division:

   * AllCom USA, Inc., a licensed and web centric
     telecommunications services provider with Wi-Fi and VoIP
     offerings, a wholly owned subsidiary;

   * eSAFE, Inc., a developer and distributor of bank sponsored
     debit and payroll cards and related services, a wholly owned
     subsidiary; and

   * OurTown2, a municipal government software application
     designed to manage the interface between a municipal
     government and its constituents or e-citizens.

As of Jan. 31, 2006, UC Hub's stockholders' equity deficit
contracted to $2,512,317 from a $2,050,216 equity deficit reported
at Jan. 31, 2005.


UPC HOLDING: Revenues Increase 30% to EUR2.0 Billion in 2005
------------------------------------------------------------
UPC Holding B.V., a subsidiary of Liberty Global, Inc. (Nasdaq:
LBTYA, LBTYB, LBTYK) disclosed its selected, preliminary financial
results for the three months and year ended December 31, 2005.

Highlights for the year compared to UPC Holding's results for the
same period last year include:

    * Revenue growth of 30% to EUR2.0 billion

    * Operating cash flow growth of 24% to EUR769 million

    * Loss before tax improved by 30% to EUR638 million

    * An organic increase of 664,000 RGUs, a 105% improvement in
      net additions

                  Financial and Operating Results

Total consolidated revenue for the year ended Dec. 31, 2005,
increased 30% to EUR2.0 billion as compared to the same period
last year.  The increase was principally due to acquisitions and
continued growth in our central and eastern European businesses.
Eliminating the effects of exchange rate movements and
acquisitions, revenue increased over 9% year over year.

Operating cash flow for the year ended Dec. 31, 2005, increased
24% to EUR769 million as compared to the prior year period.  The
increase was principally driven by the impact of acquisitions and
the continued growth in our central and eastern European
businesses; while partially offset by the Netherlands, where we
are implementing our "digital-for-all" -- D4A -- project, and
increased marketing costs from subscriber additions.  Eliminating
the effects of exchange rate movements and acquisitions, operating
cash flow increased 9% year over year.  Excluding the Netherlands
as well as the effects of exchange rate movements and
acquisitions, operating cash flow improved 22% year over year.

At Dec. 31, 2005, UPC Holding had 11.6 million RGUs, which
represented an organic increase of 664,000 RGUs and an increase of
1.5 million RGUs as a result of acquisitions during the year.  The
organic RGU net additions in 2005 represent a 105% increase in net
additions over the prior year.  The 664,000 organic net additions
for the year ended Dec. 31, 2005, include 388,000 broadband
Internet subscribers, 229,000 telephony subscribers and 46,000
video subscribers.  Our broadband Internet subscriber additions
were strong in 2005, particularly due to the continued success of
our high-speed internet access services in the Netherlands, Poland
and Hungary.  Our telephony additions were driven primarily by the
continued success of our digital phone offerings in the
Netherlands, France and Hungary.  The digital video RGU increase
was driven primarily by upgrades from our analog video subscriber
base and increased subscribers to our DTH service offering.  The
"digital-for-all" project in the Netherlands is on track and by
early March, our digital video subscribers in the market were over
170,000, double the total base at the end of December 2005.

                           2006 Guidance

With respect to the full year 2006 targets for UPC Holding B.V.,
the company expects that revenue growth and capital expenditures
(including capital lease additions) as a percentage of revenue
will largely be in line with the consolidated targets for Liberty
Global while the company expect OCF growth will be somewhat below
Liberty Global's consolidated target.  The UPC Holding 2006
targets may be impacted by the Netherlands where we expect flat
OCF, due primarily to the continuing roll-out of the D4A project.

                       About Liberty Global

Liberty Global -- http://www.lgi.com/-- is the leading
international cable operator offering advanced video, voice, and
Internet-access services to connect our 15 million customers to
the world of entertainment, communications and information. The
Company operates state-of-the-art broadband communications
networks in 19 countries principally located in Europe, Japan,
Chile, and Australia. Liberty Global's operations also include
significant media and programming businesses such as Jupiter TV in
Japan and chellomedia in Europe.

                      About UPC Holding B.V.

UPC Holding owns businesses that provide video, high-speed
Internet access and telephone services through broadband networks
in 12 European countries.  At Dec. 31, 2005, UPC Holding's
networks passed approximately 16 million homes and served
approximately 11.6 million revenue generating units (as
customarily defined by Liberty Global), including approximately
9.3 million video subscribers, 1.6 million broadband Internet
subscribers and 0.7 million telephone subscribers.

UPC Holding's EUR500 Million of Senior Secured Notes due 2012
carries Moody's Investor Service's CCC+ rating and Standard &
Poor's Rating Services at B3 rating.


USAA AUTO: Moody's Reviews Securitization Certificates for Upgrade
------------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


USG CORP: Asbestos PD Panel Says Disclosure Statement is Deficient
------------------------------------------------------------------
The Official Committee of Asbestos Property Damage Claimants
appointed in the chapter 11 cases of USG Corporation and its
debtor-affiliates asks the U.S. Bankruptcy Court to deny approval
of the Debtors' disclosure statement explaining their joint plan
of reorganization.

Christopher A. Ward, Esq., at The Bayard Firm, in Wilmington,
Delaware, tells Judge Fitzgerald that the Plan impermissibly
classifies the Asbestos PD Claim Holders under Class 8 as
"unimpaired" and denies them the right to vote on the Plan.

According Mr. Ward, the Plan and the Disclosure Statement do not
explain the Debtors' justification for that proposal.  The
documents merely state that "[o]n the Effective Date, each holder
of an Allowed Claim in Class 8 [will] be paid in full, in cash
plus Postpetition Interest on [that] Allowed Claim, unless the
holder of [that] Claim agrees to less favorable treatment."

Mr. Ward contends that the Disclosure Statement does not provide
"adequate information" as required by Section 1125 of the
Bankruptcy Code, so that constituencies entitled to vote,
including the Class 8 Claim Holders, may make an informed
judgment as to whether to accept or reject the Plan.

"The Disclosure Statement is best characterized as being short on
understandable explanations of critical aspects of the Plan and
replete with omissions that are necessary to allow creditors to
determine how to vote on or challenge the Plan," Mr. Ward says.

Mr. Ward alleges that the multitudinous deficiencies of specific
sections of the Disclosure Statement include:

   (1) The Debtors' proposed 10-day period to review
       supplemental documents to the Plan is clearly
       insufficient when viewed in light of the significance of
       those documents, including the Asbestos Personal Injury
       Trust Agreement, the Asbestos Personal Injury Trust
       Distribution Procedures, and the forms of the Note and
       Contingent Payment Note, which are critical to the
       analysis of whether to vote or reject the Plan.

   (2) Even if the only impaired class under the Plan is, as
       the Debtors assert, Class 7, inasmuch as there are
       deferred payment obligations due to or for the benefit
       of the Class 7 Claim Holders, those holders are entitled
       to information concerning the Debtors' ability to make
       deferred payments, including details concerning the
       determination and payment of Class 8 Asbestos PD Claims:

          * The Disclosure Statement fails to provide any
            explication of the considerations and processes to
            be employed by the Debtors in determining the fora
            in which Asbestos PD Claims will be determined.

          * There is no forecast of the anticipated period of
            time necessary to conclude the resolution of
            Asbestos PD Claims in each of the applicable fora.

          * The Disclosure Statement altogether fails to
            explain how the Debtors will pay the Asbestos PD
            Claims as they are allowed, including the source of
            those payments, and, if borrowed, the source and
            expected terms of borrowings.

       In addition, because the Plan allegedly will pay all
       Claims in full, the Debtors should disclose that the
       Asbestos PD Claim Holders may seek and recover punitive
       damages in respect of their Claims.

   (3) The Disclosure Statement is materially misleading as it
       conveys the impression that the asbestos PI estimation
       proceeding is altogether abated.  The Debtors should be
       required to refer to and explain the order of Judge Conti
       of the U.S. District Court for the District of Delaware
       staying estimation proceedings on the Debtors' voting
       rights motion for certain parties, which expressly does
       not stay the estimation proceeding as to the PD Committee
       and expressly authorizes the PD Committee to conduct
       discovery in respect of that proceeding.

   (4) The Disclosure Statement should disclose the existence
       of a potential "medical criteria" bill and the effect it
       may have on the Debtors' asbestos PI liabilities,
       including whether the Debtors believe that the
       legislation is "substantially similar" to the Fairness
       in Asbestos Injury Resolution Act of 2005.

Moreover, the PD Committee argues that neither the notice of the
Disclosure Statement nor the Debtors' request for solicitation
procedures with respect to the Plan adequately provides for the
solicitation of votes by the Class 7 Asbestos PI Claim Holders.

The PD Committee believes that the Debtors do not intend to
solicit ballots from the Class 7 Claim Holders who have not made
any demands or filed a lawsuit against the Debtors.

"There is simply no justification for excluding any claimants
from the balloting process," Mr. Ward asserts.  "The fact that a
bar date has not been established in respect of Class 7 Claims
only exacerbates the prospect that holders of Class 7 Claims will
be disenfranchised from the voting process, as there has been no
compulsion for [those] claimants to take any action against the
Debtors in respect of personal injury claims that are not barred
under applicable non-bankruptcy law."

Thus, Mr. Ward maintains, the Debtors' Disclosure Statement and
Solicitation Motion are "materially deficient" since the Debtors
altogether fail to provide for any notice of the date by which
ballots must be filed to "unknown" holders of Asbestos PI Claims.

Anderson Memorial Hospital and the Board of Regents of the
University of California and West Coast Estates support the PD
Committee's objection.

                         About USG Corp

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


USG CORP: Trade Claimholders Decries Low Interest Rate in Plan
--------------------------------------------------------------
An ad hoc committee of holders of USG Trade Claims objects to the
provisions of the Chapter 11 Plan of USG Corporation and its
debtor-affiliates that call for postpetition interest on trade
claims to be paid at a legally deficient, low federal judgment
rate of 3.59%.

That low rate, included in the unsupportable scheme to pay a
higher rate of interest to structurally subordinate creditors,
renders the Plan "wholly unconfirmable" for a number of reasons,
William P. Bowden, Esq., at Ashby & Geddes, in Wilmington,
Delaware, argues.

The members of the Ad Hoc Committee hold approximately
$34,000,000 in trade claims -- out of the $115,000,000 estimated
allowed amount of trade and other general unsecured claims in
Class 6 -- against various USG Debtors.  The Committee members
are:

   * Avenue Capital Group,
   * Sierra Liquidity Fund, LLC,
   * Contrarian Capital Management, LLC,
   * Longacre Management, and
   * Argo Partners.

The Class 6 trade and other general unsecured claimholders are
entitled to vote on the Plan under Section 1129(a)(8) of the
Bankruptcy Code.

Mr. Bowden notes that by providing trade creditors with an
impermissibly low federal judgment recoveries, the Debtors' Plan
and Disclosure Statement will lead to "impairment" of the Ad Hoc
Committee members.

As a result of those infirmities, the Ad Hoc Committee advocates
that Class 6 trade and other general unsecured creditors will
vote to reject the Plan, leaving the Debtors with the prospect of
costly confirmation cramdown litigation.

Mr. Bowden adds that, by purporting to pay unsecured creditors
vastly different rates of postpetition interest, the Plan:

   (i) is inconsistent with the equitable principles that are
       critical to the determination of the appropriate rate of
       postpetition interest;

  (ii) is in direct contravention of the principles of law
       espoused by courts in determining a rate of postpetition
       interest; and

(iii) results in blatantly disparate and inequitable treatment
       of creditors.

Mr. Bowden relates that the Plan proposes to enforce structurally
junior unsecured noteholders' state law interest rate recovery
rights with respect to their note claims by proposing to pay
postpetition interest at the rate stated in the state law
governed contract.  Meanwhile, the Debtors propose to pay
postpetition interest to the more structurally senior creditors
with trade claims against the operating company Debtors, many of
which do not have written agreements providing a stated interest
rate, at the federal judgment rate.

Mr. Bowden says that assuming the Debtors exit from their Chapter
11 proceedings five years after the Petition Date, the result
gives noteholders -- and even the Debtors' equity holders --
vastly and impermissible higher rates of recoveries than the
Class 6 trade creditors.  That inequitable conduct is neither
contemplated by the Bankruptcy Code nor should be countenanced by
the District Court.

In determining the appropriate rate of postpetition interest, not
only are structurally junior noteholders receiving better
treatment than the Class 6 trade and other general unsecured
creditors but the USG Debtors' equity holders are retaining under
the Plan their full ownership interests in the Debtors.

As a result, given that Class 6 creditors are in fact impaired
and, if afforded the opportunity, will likely vote to reject the
Plan, Mr. Bowden says the Plan violates the "unfair
discrimination," "fair and equitable" and "absolute priority"
standards of Section 1129(b) of the Bankruptcy Code.

"There could be no clearer case of inequitable and disparate
treatment of unsecured creditors," Mr. Bowden tells Judge
Fitzgerald.

Furthermore, Mr. Bowden avers that even if Class 6 trade and
other general unsecured creditors vote to accept the Plan, the
Plan's payment of the impermissibly low postpetition federal
judgment interest rate to those creditors violates the "best
interests" test of Section 1129(a)(7) because Class 6 creditors
would be entitled to the higher state interest rate recovery in a
Chapter 7 liquidation.

As shown by the Debtors' current $4,000,000,000 market cap, even
in a liquidation scenario, senior Class 6 trade and other general
unsecured creditors would structurally receive payment in full on
account of their claims, plus postpetition interest at the
higher, applicable state judgment rates under governing law,
Mr. Bowden points out.

In addition, by providing structurally senior Class 6 trade and
general unsecured Debtor operating company creditors with far
less postpetition interest than structurally subordinate
creditors, the Debtors have abdicated their fiduciary
obligations, and, hence, the Debtors cannot satisfy the good
faith requirement of Section 1129(a)(3).

Moreover, the Ad Hoc Committee suggests that the Bankruptcy Court
consider the long and drawn-out delay that the Ad Hoc Committee
members have been forced to endure.  The Ad Hoc Committee insists
that other creditors should not benefit from those high interest
rates while structurally senior operating company trade creditors
are forced to wait, forced to bear risk, and are to receive 3.5%
postpetition interest only.

The AD Hoc Committee further asserts that the Disclosure
Statement fails to provide Class 6 trade and other general
unsecured creditors with "adequate information" regarding their
rights to receive the higher state judgment interest rates of
return, including the particular state jurisdictions and rates
that would apply to the various Class 6 claims at issue.

The Ad Hoc Committee contends that the Disclosure Statement must
also inform the Class 6 creditors of the likelihood that their
claims should actually be deemed "impaired" and that they should
actually be allowed to vote to accept or reject the Plan.

Against this backdrop, the Ad Hoc Committee asks Judge Fitzgerald
to deny approval of the Debtors' Disclosure Statement in its
entirety.

                         About USG Corp

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 106; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


VERILINK CORP: Makes Amendments to $8.2 Mil. of Convertible Notes
-----------------------------------------------------------------
Verilink(R) Corporation (NASDAQ: VRLK) reviewed the recent
amendments to:

   (a) its $5.3 million aggregate principal amount of senior
       secured convertible notes and related warrants, and

   (b) its $2.9 million of convertible promissory notes that
       were issued in connection with its acquisition of XEL
       Communications, Inc.

Together, these amendments benefit Verilink by:

   (a) waiving the aggregate $2.61 million special installment
       payments that would have been due under the Senior Notes;

   (b) reducing the quarterly principal installment payments
       under the Senior Notes from $1,000,000 to $500,000;

   (c) capping the "target working capital" amount that Verilink
       must maintain to avoid triggering special installment
       payments under the Senior Notes at $2,000,000; and

   (d) extending the due date of the XEL notes.


"Verilink is very pleased with the amendments to the Senior Notes
and extension of the maturity of the XEL Notes," stated Leigh S.
Belden, President and CEO of Verilink.  "We believe these new
developments, in combination with cost cutting measures we have
implemented, will provide us with additional flexibility to
continue to provide our customers with world class products and
services.  These developments also benefit Verilink by
significantly reducing near-term debt payments, and thereby
improving our operating flexibility."

In connection with the amendments to the Senior Notes, Verilink
also agreed to:

   (a) increase the interest rate on the Senior Notes,

   (b) reduce the conversion price of the Senior Notes, and

   (c) issue additional warrants to purchase Verilink common stock
       to the holders.

                Senior Notes and Related Warrants

On March 9, 2006, the holders of the Senior Notes agreed to waive
the aggregate $2.61 million special installment payments that
would have been due under the Senior Notes as a result of
Verilink's tested working capital deficiency as of Dec. 30, 2005.
Verilink and each of the holders of the Senior Notes also agreed
to amend the Senior Notes:

   (a) The amendments reduce the quarterly installment payments
       due under the Senior Notes from $1 million to the lesser
       of:

       * $500,000,

       * $500,000 less 50% of the value of the shares converted
         the previous quarter in excess of the required interim
         conversions, or

       * the unpaid principal amount.

   (b) Beginning with the quarter ended March 30, 2006, the
       amendments reduce "target working capital" to the lesser
       of:

       * $2 million or
       * the outstanding principal on the Senior Notes.

       If Verilink's tested working capital as of the end of a
       fiscal quarter falls short of the target working capital,
       then the holders of the Senior Notes may require Verilink
       to make certain additional payments on the Senior Notes.

   (c) The amendments reduce the stated conversion price of the
       Senior Notes from $3.01 to $0.7826 per share of common
       stock.  In addition, the holders will be required during
       each 22 consecutive trading day period following the date
       of the amendments, until the principal is no longer
       outstanding, to convert a minimum of 100,000 shares of
       Verilink's common stock at the "interim conversion price."
       The amendments set the interim conversion price at the
       lesser of:

       *  the conversion price of $0.7826,

       * 92% of the volume weighted average price of Verilink's
         common stock for each of the 5 consecutive trading days
         ending one trading day prior to the date of conversion,
         or

       * 96% of the volume weighted average price of Verilink's
         common stock for the trading day prior to the date of
         conversion.

       The holders' obligation to convert at least an aggregate of
       100,000 shares each 22 trading day period is subject to a
       number of conditions, including:

       * the registration of the underlying common stock for
         resale under the Securities Exchange Act of 1933,

       * the continued listing of the common stock on either the
         Nasdaq National Market or the Nasdaq Capital Market, and

       * the interim conversion price shall not be lower than
         $0.5217.

       During each 22 trading day period, the holders have the
       option of converting at the interim conversion price up to
       a maximum of the greater of 300,000 shares or 20% of the
       total number of shares of Verilink common stock traded over
       the previous 22 trading day period.

   (d) The amendments increase the coupon interest rate on the
       Senior Notes from 6% to 9% per annum.

   (e) The amendments provide Verilink with the ability to prepay
       the Senior Notes upon 30 days advance written notice at
       105% of the outstanding principal amount plus accrued and
       unpaid interest, subject to certain conditions.

       In addition, in connection with the amendments to the
       Senior Notes, Verilink:

       * eliminated the additional investment rights of the holder
         of the Senior Notes to purchase up to an additional $5
         million of Senior Notes; and

       * issued to the holders of the Senior Notes additional
         warrants to purchase a total of 900,000 shares of common
         stock at an exercise price of $1.00 per share.

       These additional warrants expire March 9, 2009.

                            XEL Notes

On Feb. 6, 2006, Verilink and the holders of the XEL Notes agreed
to extend the maturity of the XEL Notes until the earlier to occur
of:

   (a) one year after the payment of the Senior Notes, or
   (b) February 2009.

A full-text copy of the Verilink's Current Reports on Form 8-K is
available at no charge at http://ResearchArchives.com/t/s?726

                   About Verilink Corporation

Headquartered in Centennial, Colorado, Verilink Corporation --
http://www.verilink.com/-- is a leading provider of next-
generation broadband access solutions for today's and tomorrow's
networks.  The company develops, manufactures and markets a broad
suite of products that enable carriers (ILECs, CLECs, IXCs, and
IOCs) and enterprises to build converged access networks to cost-
effectively deliver next-generation communications services to
their end customers.  The company's products include a complete
line of VoIP, VoATM, VoDSL and TDM-based integrated access
devices, optical access products, wireless access routers, and
bandwidth aggregation solutions including CSU/DSUs, multiplexers
and DACS.  The company also provides turnkey professional services
to help carriers plan, manage and accelerate the deployment of new
services.  Verilink has operations in Madison, Alabama and sales
offices in the U.S. and Europe.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Sept. 30, 2005,
Ehrhardt Keefe Steiner & Hottman PC of Denver, Colorado, expressed
substantial doubt about Verilink Corporation's ability to continue
as a going concern after it audited the Company's financial
statements for the fiscal year ended July 1, 2005.  The auditing
firm cites the Company's working capital deficiency, operating
loss and negative cash flow from operations.


WACHOVIA AUTO: Moody's Reviews 2004 Securitizations for Upgrade
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


WAV LP: Creditors Have Until April 14 to File Claims
----------------------------------------------------
The U.S. District Court for the Southern District of New York set
5:00 p.m. on April 14, 2006, as the deadline for all creditors of
WAV, L.P., fka Wasserstein Adelson Ventures, L.P., to file their
proofs of claims.

The Court also ordered that all claims previously filed against
WAV or the U.S. Small Business Administration, the court-appointed
receiver, must be resubmitted.  Persons or entities filing claims
must state:

    1. full name, address and telephone number of the claimant;

    2. amount of claim;

    3. specific grounds of each claim;

    4. date on which the obligation was incurred by WAV or the
       Receiver; and

    5. attached document or materials supporting the claim.

Failure to provide any of the needed information will deem the
claim incomplete and untimely.

Claims must be filed, in writing, with the Receiver at:

       U.S. Small Business Administration
       Receiver for WAV, L.P.
       Christine M. Rishty, Principal Agent
       666 11th Street, Northwest, Suite 200
       Washington, D.C. 20001-4542
       Tel: (202) 272-3617

WAV, L.P., is a Small Business Investment Company licensed by the
U.S. Small Business Administration.  The company has been in court
receivership since May 10, 2005 (Case No. 05-CV-4196-RCC).


WBE COMPANY: U.S. Trustee Unable to Appoint Official Committee
--------------------------------------------------------------
Patricia Fahey, the United States Trustee for Region 13, reports
to the U.S. Bankruptcy Court for the District of Nebraska that she
is unable to appoint an Official Unsecured Creditors Committee of
WBE Company Inc.'s chapter 11 proceeding pursuant to Section 1102
of the Bankruptcy Code.

Ms. Fahey tells the Court that an insufficient number of creditors
indicated their willingness to serve as Committee members.

Headquartered in Valley, Nebraska, WBE Company, Inc., filed for
chapter 11 protection on January 4, 2006 (Bankr. D. Neb. Case No.
06-80006).  David Grant Hicks, Esq., at Pollak & Hicks, PC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $0 and $50,000 and debts between $10 million and
$50 million.


WBE COMPANY: Hires Ballew Schneider as Special Counsel
------------------------------------------------------
WBE Company, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the District of Nebraska to employ Ballew,
Schneider, Covalt, Gaines & Engdahl PC LCC as its special counsel.

Ballew Schneider is expected to:

    (a) provide the Debtor legal advice with respect to claims
        that creditor Enterprise Bank purports to hold against the
        Debtor and its estate;

    (b) to give the Debtor legal advice with respect to
        counterclaims that the Debtor or its estate may have
        against Enterprise Bank and others; and

    (c) perform such other legal services for the Debtor as may be
        necessary and proper in maximizing and augmenting its
        estate, thereby enhancing its ability to effectively
        reorganize.

Kent C. Engdahl, Esq., a principal at Ballew Schneider, tells the
Court that the firm will receive a contingent fee in cash equal to
40% of money or property obtained either through settlement or
judgment.

To the best of the Debtor's knowledge, the firm does not hold any
interest adverse to its estate.

Headquartered in Valley, Nebraska, WBE Company, Inc., filed for
chapter 11 protection on January 4, 2006 (Bankr. D. Neb. Case No.
06-80006).  David Grant Hicks, Esq., at Pollak & Hicks, PC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $0 and $50,000 and debts between $10 million and
$50 million.


WELLINGTON PROPERTIES: Court OKs $10.6 Mil. Asset Sale to LaSalle
-----------------------------------------------------------------
The Honorable Thomas W. Waldrep, Jr., of the U.S. Bankruptcy Court
for the Middle District of North Carolina in Durham approved the
sale of substantially all of Wellington Properties, LLC's assets
for $10,650,000 to LaSalle Bank National Association pursuant to
Section 363 of the U.S. Bankruptcy Code.

The Debtor owns and operates a 501-unit apartment complex located
at 4230 Garrett Road, Durham, N.C., known as Wellington Place.
The Debtor also holds a property insurance claim related to a 2004
fire at the property, including insurance proceeds held in a
segregated account.

As reported in the Troubled Company Reporter on Dec. 15, 2005, the
sold assets include:

   (a) the property and all improvements thereon;

   (b) all of the Debtor's right, title or interest under an
       insurance policy issued by American Empire Group of
       Cincinnati, Ohio including:

        (i) the right to receive all insurance proceeds paid or
            payable to the Debtor as a result of the fire loss
            which occurred on Nov. 13, 2004;

       (ii) $677,088 in actual cash value held in a segregated
            account;

      (iii) the right to receive payment of a $161,295
            supplemental claim to be made pursuant to the
            replacement cost coverage provisions of the insurance
            policy; and

       (iv) rights under all endorsements and supplemental
            coverage provisions;

   (c) any and all residential leases for occupancy of units at
       the property which are in effect on the closing date;

   (d) the construction contract previously approved by the Court
       for the repair of the fire damaged units;

   (e) all security or similar deposits of tenants under the
       residential leases to be assumed and assigned to the
       purchaser;

   (f) all transferable intellectual property;

   (g) all inventory or supplies as may exist at the effective
       time;

   (h) all tangible and intangible personal property in the
       Wellington Place;

   (i) any prepaid rents for the period after the effective time;
       and

   (j) copies of all accounting and operating ledgers, and other
       records relating to the property.

                Assumption and Assignment of Leases

The Debtor also sought and obtained permission from the Court to
assume and assign to LaSalle Bank:

   (a) the residential leases, together with the tenants' security
       deposits;

   (b) the construction contract with Instar Services Group, LP,
       for repair of the fire-damaged units; and

   (c) other leases or executory contracts as may be identified by
       the purchaser in advance of the proposed auction and the
       sale hearing.

In addition, the Debtor sought and obtained permission from the
Court to transfer any and all liens, claims, encumbrances and
interests in the assets sold to the sale proceeds.

LaSalle is the trustee for the Registered Holders of LB Commercial
Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 1998-C1.

LaSalle asserts a $12,726,991.79 lien and security interest in
substantially all of the Debtor's real property and tangible
personal property, and the proceeds securing obligations.

The transfer of the assets is in lieu of LaSalle's foreclosure on
the Property.  The application of those proceeds pursuant to the
sale will not be deemed to fully satisfy the LaSalle Indebtedness
and will not preclude a deficiency action for any deficiency or
extinguish LaSalle's allowed claim in this proceeding except to
the extent of the credit bid representing the Adjusted Purchase
Price.

GMAC Commercial Mortgage Corporation is the special servicer of
LaSalle Bank.

Headquartered in Durham, North Carolina, Wellington Properties,
LLC, owns and operates a 501-unit apartment complex known as
Wellington Place located in Durham, North Carolina.  The Company
filed for chapter 11 protection on March 29, 2005 (Bankr.
M.D.N.C. Case No. 05-80920).  John A. Northen, Esq., at Northen
Blue, L.L.P., represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
total assets of $11,625,087 and total debts of $12,632,012.


WFS FINANCIAL: Moody's Reviews Securitization Deals for Upgrade
---------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


WHOLE AUTO: Moody's Reviews Multiple Securitizations for Upgrade
----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade 65 securities from 42 auto loan backed securitizations.
The rating action reflects a strengthening in the credit profile
of the securities, based upon the actual performance of the
transactions and the build up of credit enhancement relative to
expected future losses in the underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.  In addition to the higher credit enhancement
levels, some of the auto loan pools are performing in line with,
or slightly better than, Moody's initial expectations.

The current review is a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

Review for Upgrade:

   * AmeriCredit Automobile Receivables Trust 2004-1; Class B,
        current rating Aa2
   * AmeriCredit Automobile Receivables Trust 2004-1; Class C,
        current rating A1
   * AmeriCredit Automobile Receivables Trust 2004-1; Class D,
        current rating Baa2
   * AmeriCredit Canada Automobile Receivables Trust, Series
        C2002-1, Class B, current rating A1


   * Bank One Auto Securitization Trust 2003-1; Class B, current
     rating Aa3


   * BMW Vehicle Owner Trust 2003-A; Class B, current rating A1


   * Capital Auto Receivables Asset Trust 2003-2, Class B,
        current rating Aa3
   * Capital Auto Receivables Asset Trust 2004-2, Class B,
        current rating A2
   * Capital Auto Receivables Asset Trust 2004-2, Class C,
        current rating Baa3
   * Capital One Prime Auto Receivables Trust 2004-2, Class B,
        current rating A3
   * Capital One Prime Auto Receivables Trust 2004-3, Class B,
        current rating A3


   * CarMax Auto Owner Trust 2003-1, Class C, current rating A3
   * CarMax Auto Owner Trust 2004-1, Class C, current rating A1
   * CarMax Auto Owner Trust 2004-1, Class D, current rating Baa3


   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, current rating A1
   * CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, current rating Baa3


   * Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        current rating Aa3
   * Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        current rating A1


   * Ford Credit Auto Owner Trust 2003-B, Class C,
        current rating Aa3
   * Ford Credit Auto Owner Trust 2004-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-2, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2004-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2004-A, Class C,
        current rating Baa2
   * Ford Credit Auto Owner Trust 2005-1, Class B,
        current rating Aa2
   * Ford Credit Auto Owner Trust 2005-A, Class B,
        current rating A1
   * Ford Credit Auto Owner Trust 2005-A, Class C,
        current rating Baa2


   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class C, current
        rating Aa3
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class D, current
        rating Baa2
   * GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class E, current
        rating Ba3


   * GS Auto Loan Trust 2003-1, Class D, current rating Ba1
   * GS Auto Loan Trust 2004-1, Class D, current rating Ba3


   * Huntington Auto Trust 2000-B, Class B, current rating A3


   * MMCA Auto Owner Trust 2002-2, Class A-4, current rating Aa3
   * MMCA Auto Owner Trust 2002-2, Class B, current rating Ba3
   * MMCA Auto Owner Trust 2002-3, Class B, current rating A1
   * MMCA Auto Owner Trust 2002-3, Class C, current rating Baa1
   * MMCA Auto Owner Trust 2002-4, Class B, current rating Aa3
   * MMCA Auto Owner Trust 2002-4, Class C, current rating A2
   * MMCA Auto Owner Trust 2002-5, Class B, current rating Aa2
   * MMCA Auto Owner Trust 2002-5, Class C, current rating A2


   * USAA Auto Owner Trust 2003-1, Class B, current rating Aa3
   * USAA Auto Owner Trust 2004-1, Class B, current rating A3
   * USAA Auto Owner Trust 2004-2, Class B, current rating Baa3
   * USAA Auto Owner Trust 2004-3, Class B, current rating Baa3


   * Wachovia Auto Owner Trust 2004-A, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class B, current rating A1
   * Wachovia Auto Owner Trust 2004-B, Class C, current
        rating Baa3


   * WFS Financial 2003-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2003-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-1 Owner Trust, Class C, current
        rating Aa3
   * WFS Financial 2004-2 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-2 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-2 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-3 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-3 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-3 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2004-4 Owner Trust, Class B, current
        rating Aa2
   * WFS Financial 2004-4 Owner Trust, Class C, current rating A2
   * WFS Financial 2004-4 Owner Trust, Class D, current
        rating Baa2
   * WFS Financial 2005-1 Owner Trust, Class C, current rating A2
   * WFS Financial 2005-1 Owner Trust, Class D, current
       rating Baa2



   * Whole Auto Loan Trust 2003-1, Class D, current rating Baa3
   * Whole Auto Loan Trust 2004-1, Class C, current rating Baa1
   * Whole Auto Loan Trust 2004-1, Class D, current rating Ba3
   * World Omni Auto Receivables Trust 2003-A, Class B,
        current rating A2


WILD OATS: Yucaipa Moves to Increase Ownership
----------------------------------------------
Wild Oats Markets, Inc., and Wells Fargo Bank, NA, amended the
Company's existing rights agreement, dated May 22, 1998, to permit
Ronald W. Burkle's Yucaipa Companies LLC to acquire up to 20% of
the Company's outstanding common stock without triggering certain
adverse consequences under the Rights Agreement.

Prior to the amendment, Yucaipa couldn't freely acquire more than
15% of the Company's outstanding common stock.  Yucaipa owned
approximately 15% of Wild Oats' outstanding common stock as of
March 24, 2006.

A full-text copy of the amended Rights Agreement is available for
free at http://researcharchives.com/t/s?72d

Lisa Gewirtz at The Deal reports that Mr. Burkle seems poised to
take a bigger slice of the organic food retailer.  In an interview
with The Deal, Sonja Tuitele, Wild Oats' spokesperson, said that
the amendment to the Rights Agreement was tailored on Mr. Burkle's
request.

                          About Yucaipa

The Yucaipa Companies LLC is a premier private equity investment
firm that established a record of fostering economic value through
the growth and responsible development of companies.  Since
inception in 1986, the firm has completed mergers and acquisitions
valued at more than $30 billion.  Yucaipa made its name with
grocery stores, executing a series of grocery chain mergers and
acquisitions that put the company on the supermarket map.  Yucaipa
Companies owns Jurgensen's, Falley's, and Alpha Beta, among other
chains.

                         About Wild Oats

Wild Oats Markets, Inc. -- http://www.wildoats.com/-- is a
nationwide chain of natural and organic foods markets in the U.S.
and Canada.  With more than $1 billion in annual sales, the
Company currently operates 111 natural foods stores in 24 states
and British Columbia, Canada.  The Company's markets include: Wild
Oats Natural Marketplace, Henry's Farmers Markets, Sun Harvest and
Capers Community Markets.

                             *  *  *

As reported in the Troubled Company Reporter on March 13, 2006,
Standard & Poor's Ratings Services revised its outlook on natural
foods supermarket chain Wild Oats Markets Inc. to positive from
negative.  This revision reflects the company's improved operating
results and credit metrics.  At the same time, Standard & Poor's
affirmed its 'CCC+' corporate credit and other ratings on the
Boulder, Colorado-based company.  Total debt for Wild Oats is $172
million.


WILLIAM WADMAN: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: William Gary Wadman
        47 West Sierra Vista
        Phoenix, Arizona 85013

Bankruptcy Case No.: 06-00819

Chapter 11 Petition Date: March 29, 2006

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16TH Street, #103
                  Phoenix, Arizona 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $5,588,700

Total Debts:  $5,854,323

Debtor's 13 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Wachovia Bank, NA                       $437,860
c/o Ruden 7 McCloskey
222 Lakeview Avenue, #600
West Palm Beach, FL 23401

Jean Letarte Construction, Inc.          $92,500
c/o Law Offices of Charles Dale
414 Northeast Fourth Street
Fort Lauderdale, FL 33301

James J. Everett & Associates            $32,500
11811 North Tatum Boulevard, #4010
Phoenix, AZ 85028

Heather Hendrix                          $26,825

Sound Community Bank                      $8,148

Discover Card                             $5,675

Atkinson, Diner, Stone                    $5,540

The MacPherson Group                      $5,184

U.S. Bank                                 $4,490

Chase                                     $5,658

Moore and Bruce                           $2,523

Larry Duffy                               $1,500

ADT                                         $920


YUKOS OIL: Moscow Court Begins Temporary Outside Supervision
------------------------------------------------------------
The Hon. Pavel Markov of the Moscow Arbitration Court entered an
order placing OAO Yukos Oil Co. under temporary outside
supervision until June 27, when he will consider formally
declaring the company bankrupt.

The bankruptcy suit was brought to court on March 10, by a
consortium of 14 bank lenders led by Societe Generale SA, in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.

State-owned oil company Rosneft, acquired the debt in December
2005 from the consortium, which included Citigroup Inc.,
Commerzbank, Credit Lyonnais, Deutsche Bank, HSBC and ING, among
others.

"Our reaction is there is nothing unexpected here," Andrew Smith,
a Yukos spokesman, told Andrew E. Kramer of The New York Times.
"After three years of working in the Russian court system our
expectations were not particularly high."

Judge Markov turned down Yukos' request for a 14-day extension to
review details from the bank group.  He likewise denied the
company's request to move the trial in the remote Khanty-Mansiisk
region of western Siberia, where the company was located.

                         Temporary Manager

The Court named Rosneft-nominated Eduard Rebgun as temporary
manager to oversee Yukos until the June hearing.  Mr. Rebgun is a
member of the external management body of the Russian Union of
Industrialists and Entrepreneurs.

Mr. Rebgun will:

   -- analyze Yukos' finances and determine the amount of its
      debts;

   -- draw up a list of creditors; and

   -- organize the first creditor's committee meeting.

The committee recommended two possible actions for Yukos: external
management or bankruptcy administration and liquidation.

Headquartered in Moscow, Russia, Yukos Oil Company --
http://yukos.com/-- is an open joint stock company existing under
the laws of the Russian Federation.  Yukos is involved in the
energy industry substantially through its ownership of its various
subsidiaries, which own or are otherwise entitled to enjoy certain
rights to oil and gas production, refining and marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004 (Bankr.
S.D. Tex. Case No. 04-47742), but the case was dismissed on Feb.
24, 2005, by the Hon. Letitia Z. Clark.  A few days after, its
main production unit Yugansk, was sold by the government to a
little-known firm Baikalfinansgroup for US$9.35 billion, as
payment for US$27.5 billion in tax arrears for 2000-2003.  Yugansk
eventually was bought by state-owned Rosneft, which is now
claiming more than US$12 billion from Yukos.


* Venezuela Government May Not Impose Ban on U.S. Airlines
----------------------------------------------------------
The Venezuelan government will postpone a ban that will take
effect today, March 30, against certain American air carriers
provided that there is a positive environment for talks between
the U.S. Federal Aviation Administration and the National Civil
Aviation Institute, El Universal quoted Minister of Infrastructure
Ramon Carrizales as saying.

Venezuela threatened to ban United States' airlines in protest
of a 1995 safety restriction that downgraded the country's
security, safety and technical rating.

"Our government is ready to hang up the measure, depending on the
environment for discussions," the minister told El Universal.

A meeting between the nations' aviation agencies is scheduled to
start on Monday, April 3.  Venezuela seeks to establish equal
treatment for the airlines of both nations.

While the International Civil Aviation Organization certified in
2005 that Venezuela had 95-percent compliance with safety, FAA has
not granted the permits for Venezuelan aircraft to enter the
United States as Category 1, El Universal relates.

Flights threatened by the ban are those of Continental Airlines
Inc. and Delta Air Lines Inc. while AMR Corp.'s flights will be
reduced.

                        *    *    *

Venezuela's foreign currency long-term debt is rated B2 by
Moody's, B+ by Standard & Poor's, and BB- by Fitch.

                        *    *    *

On Nov. 29, 2005, Fitch Ratings assigned expected 'BB-' ratings to
the pending issues of Venezuelan government bonds maturing Feb.
26, 2016, and Dec. 9, 2020.  The 2016 bond has a 5.75% fixed
coupon and the 2020 bond has a 6% fixed coupon.  The bonds are
being marketed in Venezuela to be purchased in local currency at
the official exchange rate but under New York law, with all coupon
and principal payments in U.S. dollars.

Venezuela's sovereign ratings are supported by superior
international liquidity and low external financing
requirements relative to similarly rated sovereigns.  The
ratings are constrained by vulnerability to external shocks
because of oil dependency; diminished capacity of the private
sector to absorb shocks because of heavy government
intervention in the productive sector; recent spending
increases that reduce fiscal flexibility; and concerns about
the rule of law and potential political instability.  Fitch said
the Rating Outlook is Stable.

                             *********

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.


                    *** End of Transmission ***