TCR_Public/060404.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, April 4, 2006, Vol. 10, No. 80

                             Headlines

AAC GROUP: Moody's Upgrades Low-B Ratings & Holds Stable Outlook
ACTIVANT SOLUTIONS: Buying Back Sr. Notes & Soliciting Consents
ADVANCED REFRACTIVE: PH1 Acquires 70% of Convertible Debentures
AES CORP: Robin Pence Says Dominican Republic's Claims Are False
AMERICAN TECHNOLOGIES: Jan. 31 Equity Deficit Narrows to $1.7 Mil.

AINSWORTH LUMBER: Earns $19.9 Million of Net Income in 4th Quarter
ALDERWOODS GROUP: Merges With SCI in $856 Million Deal
AMERICREDIT AUTOMOBILE: Moody's May Upgrade Securitization Deals
ASARCO LLC: Agrees to Realign Asbestos Subsidiaries Litigation
ASARCO LLC: Wants Asbestos Debt Estimated & Claims Process Okayed

ASARCO LLC: Wants June 16 Set as General Claims Bar Date
ATA AIRLINES: Inks Pact to Settle 96/97 EETC A-F Leasing Claims
AVISTA CORP: S&P Affirms BB+ Rating With Stable Outlook
BALL CORP: Completes Sale of $450 Million of 6.625% Senior Notes
BALL CORP: Gets Access to New $500 Million Senior Loan Facility

BLACK MOUNTAIN: List of Eight Largest Unsecured Creditors
CALPINE CORP: Fund Delays Filing of 2005 Audited Financials
CALPINE CORP: Releases Fifth Monitor's Report in CCAA Proceedings
CAPITAL AUTO: Moody's Reviews 41 Securitization Deals for Upgrade
CARMAX AUTO: Moody's Reviews 41 Securitization Deals for Upgrade

CDC MORTGAGE: Moody's Lowers Series 2002-HE1 Cert. Rating to Ba2
COLLINS & AIKMAN: Court Junks Resourcing Deal with General Motors
COLLINS & AIKMAN: Wants Until May 15 to File Reorganization Plan
CONSECO FINANCE: Moody's Places Ratings on Watch for Downgrade
CONSOL ENERGY: Moody's Lifts Corporate Family Rating to Ba2

CORE-MARK: Lenders Waive Defaults on $250 Million Credit Agreement
CREDIT SUISSE: DBRS Puts Low-B Ratings on Two Certificate Classes
CWALT INC: Fitch Rates $2.1 Million Class B-4 Certificates at B
DELPHI CORP: Panel Seeks to Conduct Rule 2004 Probe on GM
DELPHI CORP: Taps Ernst & Young as Independent Auditors

DELPHI CORP: Wants July 31 Set as General Claims Bar Date
DESTINY OPPORTUNITIES: Hires Jon Musial as Bankruptcy Counsel
DESTINY OPPORTUNITIES: Section 341(a) Meeting Set for April 25
DOLE FOOD: Debt Refinancing Cues Moody's to Junk Shelf Ratings
DYNEGY INC: Earns $88 Million of Net Income in 2005

EDS CORP: Announcing Conditional Offer To Acquire MphasiS
EMERALD COVE: Hires Kosto & Rotella as Bankruptcy Counsel
EMERALD COVE: Section 341(a) Meeting Scheduled for April 11
ENCOMPASS: Completes $2.96-Mil. Purchase of Rotary Engines Assets
ENTERGY NEW ORLEANS: Has Open-Ended Deadline to Decide on Leases

FARADINEH BROTHERS: Voluntary Chapter 11 Case Summary
FOAMEX INT'L: Asks Court to Approve Lamb Settlement Agreement
FOAMEX INT'L: Has Until June 16 to Decide on Unexpired Leases
FORD CREDIT: Moody's Reviews Multiple Securitizations for Upgrade
FUNCTIONAL RESTORATION: Section 341(a) Meeting Set for April 18

FUNCTIONAL RESTORATION: Wants Until April 21 to File Schedules
GALLERIA INVESTMENTS: Wants Until Friday to File Schedules
GEARS LTD: Moody's Places 2004 Securitization Deals on Watch
GENERAL MOTORS: Sells 51% GMAC Stake for $14 Billion
GREEN TREE: Weak Pools Performance Prompts Moody's Rating Review

GS AUTO: Moody's Places Low-B Rated Securitization Deals on Watch
GS MORTGAGE: Fitch Downgrades Class B-5 Certificates' Rating to C
HI-LIFT: Case Summary & 21 Largest Unsecured Creditors
J.P. MORGAN: Fitch Rates $11.18MM Class M-11 Certificates at BB
J.P. MORGAN: DBRS Puts Low-B Ratings on Cert. Classes B-4 & B-5

KAISER ALUMINUM: Kerry Shiba Receives Benefits Under Release Pact
KAISER ALUMINUM: Posts $753 Million Net Loss in Fiscal Year 2005
KMART CORP: Wants Bank of America to Withdraw Claims
KMART CORP: Wants Global Property to Produce Documents & Witnesses
KRISPY KREME: Plans to Sell UK Division to Payoff Losses

LEAR CORP: New $800 Million Loan Cues Moody's to Review Ratings
LG.PHILIPS DISPLAYS: Taps Pepper Hamilton as Bankruptcy Counsel
LG.PHILIPS DISPLAYS: Wants Until May 1 to File Schedules
LIMITED BRANDS: Moody's Holds (P)Ba1 Preferred Shelf Rating
LONG BEACH: DBRS Puts BB Rating on $17.6 Million Class N-3 Notes

MANTLE BUSINESS: Case Summary & 10 Largest Unsecured Creditors
MAYTAG CORP: Fitch Lifts Sr. Unsec. Notes' Rating to BBB from B+
ML-CFC COMMERCIAL: DBRS Rates Six Certificate Classes at Low-B
MMCA AUTO: Moody's Reviews 2002 Securitization Deals for Upgrade
MORGAN STANLEY: DBRS Rates $14.2MM Class B-3 Certs. at BBB (low)

NADER MODANLO: Section 341(a) Meeting Rescheduled to April 20
NATIONAL CONSUMER: Case Summary & 15 Largest Unsecured Creditors
NATIONAL ENERGY: Equity Deficit Widens to $1 Million at Jan. 31
NCFC FACILITIES: Case Summary & 3 Largest Unsecured Creditors
NETWORK INSTALLATION: Appoints Christopher Pizzo as CFO

NOBEX CORPORATION: Blank Rome Approved as Panel's Bankr. Counsel
OLD HOLLAND: Hires R. Keith Johnson as Bankruptcy Counsel
OLD HOLLAND: Section 341(a) Meeting Scheduled for April 12
PARNELL CHRYSLER: Voluntary Chapter 11 Case Summary
PERFORMANCE TRANSPORTATION: Taps Huron as Financial Advisors

RENAL CARE: Fresenius Merger Prompts S&P to Withdraw BB- Rating
RESI FINANCE: Moody's Upgrades Eight Low-B Securitization Ratings
RIVERSTONE NETWORKS: Panel Hires Landis Rath as Local Counsel
SALEM COMMS: Earns $3.3 Million of Net Income in Fourth Quarter
SOLO CUP: Moody's Holds Junked Rating on $325 Mil. Sub. Notes

SOLVEST LTD: Moody's Holds Ba3 Ratings on $700 Million Term Loan
SPARTA COMMERCIAL: Equity Deficit Widens to $2.7 Mil. at Jan. 31
SS&S LLC: Voluntary Chapter 11 Case Summary
SUNCOM WIRELESS: Subsidiary Might File for Bankruptcy Protection
SYBRON DENTAL: Inks New $250 Mil. Revolving Credit Facility

TEXAS STATE: Moody's Holds Ratings on Three Series of 2001 Bonds
TOLL BROTHERS: Now Has Access to $1.8 Billion Credit Facility
USAA AUTO: Moody's Reviews Multiple Securitizations for Upgrade
VISANT HOLDING: Moody's Junks Rating on Proposed $350 Mil. Notes
WACHOVIA AUTO: Moody's Reviews 2004 Securitizations for Upgrade

WFS FINANCIAL: Moody's Places Multiple Securitizations on Watch
WHIRLPOOL CORP: DBRS Cuts Issuer Rating to BBB(high) From A(low)
WHOLE AUTO: Moody's Reviews 41 Securitization Deals for Upgrade
WI-TRON INC: Completes Private Offering of Common Stock
WILLIAM MACK: List of 20 Largest Unsecured Creditors

WINN-DIXIE: Unit Agrees to Sell Bahamas Business to Local Company
WORLDCOM INC: Court Bars Levcor from Prosecuting NY Action
WORLDCOM INC: Moves for Summary Judgment on Ralph Johnson's Claim
XOMA LTD: Balance Sheet Upside-Down by $20.67 Mil. at December 31

* Large Companies with Insolvent Balance Sheets

                             *********

AAC GROUP: Moody's Upgrades Low-B Ratings & Holds Stable Outlook
----------------------------------------------------------------
Moody's Investors Service upgraded AAC Group Holding Corp.'s
corporate family rating to B1 from B2.  Moody's also upgraded
American Achievement Corporation's senior secured credit
facilities to Ba3 from B1 and its senior subordinated notes to B2
from B3.  Moody's also affirmed the Caa1 rating for AAC Group
Holding Corp.'s senior discount notes.  The upgrade of the
corporate family rating reflects material improvements in AAC's
financial profile since it issued senior discount notes used to
fund a distribution to shareholders in late 2004.  The ratings
outlook remains stable.

Ratings Upgraded:

   Issuer: AAC Group Holding Corp.

   * Corporate family rating, to B1 from B2.

   Issuer: American Achievement Corporation

   * $150 million senior subordinated notes due 2012, to B2
     from B3;

   * $40 million senior secured revolving credit facility due
     2010, to Ba3 from B1;

   * $123 million senior secured term loan due 2011, to Ba3
     from B1.

Ratings Affirmed:

   Issuer: AAC Group Holding Corp.

   * $99 million senior unsecured discount notes due 2012, Caa1.

The upgrade of the corporate family rating recognizes AAC's
favorable cash flows such that debt payments under the term loan
have exceeded accretion of the discount notes, resulting in a
material reduction in consolidated leverage.  AAC's earnings and
cash flow have improved as the company continues to realize
benefits from prior cost reduction activities and investments in
advanced printing technology.  When AAC originally issued the
discount notes, Moody's estimated that leverage was close to 7.0
times.  However, Moody's expects leverage to decline below 5.5
times by the end of FY2006 with free cash to debt in the high
single digits.  The upgrade also recognize that AAC has improved
its credit metrics despite significant price pressures for gold
and other cost inputs.

The upgrade of the senior secured credit facilities reflects a
reduction in the outstanding balance under the term loan, which
declined to approximately $123 million as of February 2006 from
$155 million at the time of issuance in early 2004.  Furthermore,
expectations of positive free cash flow in 2006 combined with
roughly $7 million in proceeds from the sale of preferred stock
should result in a further reduction of the term loan balance.

Moody's assessment of collateral value is also supportive of the
upgrade.  The upgrade of the senior subordinated notes rating to
B2 from B3 reflects its improved position in the capital structure
given expectations of material reductions in senior secured debt.
The affirmation of the Caa1 rating for the senior discount notes
continues to recognize its structural subordination to the debt of
the operating company and reflects Moody's belief that recovery
prospects under a stress scenario have not materially improved for
the issue, particularly when considering that the senior discount
notes are a rapidly growing obligation.

The ratings continue to incorporate AAC's narrow business focus in
a mature industry, reliance on independent sales forces, and the
high degree of seasonality.  The company's operations, which are
sensitive to commodity price fluctuations in paper, gold, precious
and semi-precious stones and gems, remain exposed to technology
changes and potential adverse trends in graduation rates or
cultural/fashion preferences.

The ratings are supported by the stability of the school affinity
products industry that is characterized by its high customer
retention rates and the strong and predictable cash flow
generation.  AAC's large network of exclusive independent sales
representatives, coupled with the company's ability to meet the
service requirements of its customers under narrow production and
delivery timeframes, serves as a substantial barrier to entry that
further supports the ratings.  The ratings also recognize the
company's overall good liquidity position with only limited
seasonal usage under the revolving credit facility and ample room
under the covenants governing the credit facility; and that new
lean process initiatives could yield further improvements in
operating performance.

The stable ratings outlook reflects Moody's expectation that AAC
will continue to generate free cash flow to debt in the high
single digits while maintaining a debt to EBITDA below 5.5 times.

Negative pressure could be applied to the ratings if cost
pressures are greater than anticipated or product price increases
have a negative impact on class ring demand, such that debt to
EBITDA increases well above 5.5 times while free cash flow to debt
falls to low single digit or breakeven levels.

Conversely, the ratings could be upgraded if AAC maintains a debt
to EBITDA below 4.5 times while sustaining a free cash flow to
debt in excess of 10%.

Headquartered in Austin, Texas, American Achievement Corporation
is a leading provider of school-related affinity products and
services.  The company holds strong market shares in each of its
product segments - yearbooks, class rings, graduation products and
scholastic publications.  The company reported sales of $314
million for the LTM ended Nov. 26, 2005.


ACTIVANT SOLUTIONS: Buying Back Sr. Notes & Soliciting Consents
---------------------------------------------------------------
Activant Solutions Holdings Inc. and Activant Solutions Inc.
commenced cash tender offers for any and all of:

   -- ASHI's outstanding Senior Floating Rate PIK Notes due 2011;
   -- Activant's outstanding 10-1/2% Senior Notes due 2011; and
   -- Activant's Floating Rate Senior Notes due 2010,

as well as related consent solicitations to amend the Notes and
the indentures pursuant to which they were issued.  The tender
offers and consent solicitations are being conducted in connection
with the previously announced agreement of ASHI to merge with an
affiliate of Hellman & Friedman LLC and Thoma Cressey Equity
Partners, Inc.

Each of the consent solicitations will expire at 5:00 p.m., New
York City time on Wednesday, April 12, 2006, unless extended or
earlier terminated by ASHI or Activant, as applicable.  Tendered
Notes may not be withdrawn and consents may not be revoked after
the applicable Consent Expiration Date.  Each of the tender offers
will expire at 8:00 a.m., New York City time on Tuesday, May 2,
2006, unless extended or earlier terminated by ASHI or Activant,
as applicable.  Subject to the terms and conditions of the tender
offers and consent solicitations, Notes accepted for payment are
expected to be paid for on or promptly after May 2, 2006, assuming
that the applicable Offer Expiration Date is not extended.

Holders tendering their Notes will be required to consent to
proposed amendments to the Notes and to the indentures governing
such Notes, which will eliminate substantially all of the
restrictive covenants contained in the indentures and the Notes
and also eliminate certain events of default, certain covenants
relating to mergers, and certain conditions to legal defeasance
and covenant defeasance, as well as modify or eliminate certain
other provisions contained in the indentures and the Notes.
Adoption of the proposed amendments with respect to each indenture
requires the consent of holders of at least a majority of the
aggregate principal amount of Notes outstanding under the
indenture.  Holders may not tender their Notes without also
delivering consents, nor may Holders deliver consents without also
tendering their Notes.

Subject to the terms and conditions of the tender offers relating
to the PIK Notes and the 10-1/2% Notes, the total consideration
offered for each $1,000 principal amount of such Notes validly
tendered (and not validly withdrawn) and accepted for payment is
the price equal to:

     (i) the sum of:

         (a) the present value, determined in accordance with
             standard market practice, on the payment date for the
             Notes of the redemption price that would be payable
             for the Notes on the earliest scheduled redemption
             date for the Notes; plus

         (b) the present value of the interest that accrues and is
             payable from the last interest payment date prior to
             the Payment Date until the Earliest Scheduled
             Redemption Date, determined on the basis of a yield
             to the Earliest Scheduled Redemption Date equal to
             the sum of:

             (A) the yield to maturity on the applicable U.S.
                 Treasury Security, as calculated by Deutsche Bank
                 Securities Inc. in accordance with standard
                 market practice, based on the bid-side price of
                 such Reference Security as of 2:00 p.m., New York
                 City time, on the tenth business day immediately
                 preceding the Offer Expiration Date applicable to
                 the Notes (assuming the Offer Expiration Date is
                 not extended), as displayed on the applicable
                 page of the Bloomberg Government Pricing Monitor
                 specified in the table below or any recognized
                 quotation source selected by Deutsche Bank
                 Securities Inc. in its sole discretion if the
                 Bloomberg Government Pricing Monitor is not
                 available or is manifestly erroneous; plus

             (B) 50 basis points; minus

    (ii) accrued and unpaid interest to, but not including, the
         Payment Date (price being rounded to the nearest $0.01
         per $1,000 principal amount of PIK Notes or 10-1/2%
         Notes).

ASHI and Activant have retained Deutsche Bank Securities Inc. to
act as the Dealer Manager for the tender offers and Solicitation
Agent for the consent solicitations.  Deutsche Bank Securities
Inc. can be contacted at (800) 552-2826 (toll-free).  The
documents relating to the tender offers and consent solicitations
are expected to be distributed to holders.  Requests for
documentation may be directed to the information agent:

            MacKenzie Partners, Inc.,
            (212) 929-5500 (collect)
            (800) 322-2885 (toll-free)

Activant Solutions Inc. -- http://www.activant.com/-- is a
technology provider of business management solutions serving small
and medium-sized retail and wholesale distribution businesses in
three primary vertical markets: hardlines and lumber; wholesale
distribution; and the automotive parts aftermarket.  Founded in
1972, Activant provides customers with tailored proprietary
software, professional services, content, supply chain
connectivity, and analytics.  More than 30,000 customer locations
use an Activant solution to manage their day-to-day operations.

Headquartered in Texas, Activant has operations in California,
Colorado, Connecticut, Illinois, New Jersey, Pennsylvania, South
Carolina, Utah, Canada, France, Ireland, and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on March 20, 2006,
Moody's Investors Service affirmed the ratings of Activant
Solutions, Inc., but revised the ratings outlook to developing
from stable in light of the recent announcement of the potential
sale of the company.

These ratings have been affirmed:

   * B2 Corporate Family rating

   * B2 to $157 million senior unsecured notes due 2011

   * B2 to $145 million incremental senior unsecured
     notes due 2010

   * Caa1 to $40 million senior unsecured notes due 2011
     issued by Holdings

   * Outlook developing

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior unsecured debt ratings on Austin, Texas-based
Activant Solutions Inc. on CreditWatch with negative implications.


ADVANCED REFRACTIVE: PH1 Acquires 70% of Convertible Debentures
---------------------------------------------------------------
Advanced Refractive Technologies, Inc. (OTCBB: ARFR) reported that
Phase 1 Holdings LLC, a New York Based Holding Company, has
acquired approximately 70% ($4,513,600) of the outstanding
convertible debentures issued by ART and currently outstanding.
PH1 has agreed to waive all delinquent interest and penalties that
ART has incurred to date on the acquired debentures.  In addition,
all warrants associated with the acquired debentures have been
cancelled.  PH1 has advised ART that it plans to continue to
negotiate to purchase the balance of the outstanding debentures.

"Phase 1 Holdings stands prepared to assist ART in its future fund
raising efforts in order to raise the necessary capital to retire
the acquired debentures, as well as to fund future acquisitions of
new technology in the ophthalmic field, and raise all necessary
working capital," George Haralampoudis, the managing partner of
PH1, said.  "Phase 1 Holdings is confident in the potential future
success of ART in obtaining and developing new cutting edge
technology in the growing ophthalmic medical device and medicinal
markets."

"We at Advanced Refractive Technologies, Inc. are pleased that PH1
has agreed to assist the Company and we look forward to working
with them in the future," Randal Bailey, the CEO of ART, stated.
He emphasized that this represented a significant advance in ART
reducing and restructuring its debt and assisting in implementing
its business plan.

             About Advanced Refractive Technologies

Based in Irvine, Calif., Advanced Refractive Technologies, Inc. --
http://www.advancedrefractive.com/-- is a medical device company
focused on the development and marketing of innovative ophthalmic
applications that will result in faster, safer and more effective
procedures in two of the largest surgical markets in the world:
corrective refractive surgery and cataract surgery.  The Company
is also entering the area of drug discovery through strategic
licensing opportunities.  Advanced Refractive Technologies is also
in the process of developing their Accupulse, a next generation
cataract emulsifier, which utilizes the company's proprietary
waterjet technology.  The Accupulse cataract emulsifier, currently
under development, is a device that uses pulsed waterjet
technology to remove cataracts -- the most frequently performed
surgical procedure in the world.

At Sept. 30, 2005, Advanced Refractive Technologies, Inc.'s
balance sheet showed a stockholders' deficit of $7,398,792,
compared to $3,663,302 deficit at Dec. 31, 2004.


AES CORP: Robin Pence Says Dominican Republic's Claims Are False
----------------------------------------------------------------
Robin Pence, Vice President of Communications at AES Corp., told
the Bahama Journal that the Dominican Republic's allegations of
illegal waste disposal are false.

As reported in the Troubled Company Reporter Latin America on
March 21, 2006, the Dominican Republic is seeking US$80 million in
damages from AES for 82,000 tons of coal ash dumped on its
beaches.  The government said that the tons of ash were left on
the beaches in Manzanillo and the Samana Bay port town of Arroyo
Barril between October 2003 and March 2004 without proper
government permits.  These tons of ash were transported from an
AES Plant in Guayama, Puerto Rico.

AES Corp. confirmed that the ash originated at its plant.
However, the Company said that it did nothing improper and that
the dispute is between the Dominican government and a Florida
businessman Roger Charles Fina, chief executive officer of
Silverspot Enterprises, who was hired by AES to transport the ash.

AES has said that it had proper permits for disposal of the ash
and believed that it was not toxic.

"We will defend the company vigorously against the allegations,"
Ms. Pence said.

Dr. Max Puig, the Dominican Republic's Minister of Environment,
told the Journal that his government's environmental damage
lawsuit filed against AES Corp. has every possibility of
succeeding.

                      Setting An Example

Dr. Puig believes that the most important aspect of the case is
setting precedence in suing an American company for violating
American laws outside the United States' territory.

Dr. Puig informed the Bahama Journal that Trinidad and Tobago has
already approached the Dominican Republic's government on how to
proceed with similar cases.

Trinidad is the main supplier of liquefied natural gas to the
United States.

"The US Federal law establishes that when a (company) generates
waste, (that waste) is (the company's) responsibility until it
disappears. What the legal representatives have established is
that this company violated the US federal laws in proceeding to
get rid of the waste produced by creating phantom companies and
hiding their responsibility," Dr. Puig has charged in the same
report.

AES Corporation -- http://www.aes.com/-- is a global power
company.  The Company operates in South America, Europe, Africa,
Asia and the Caribbean countries.  Generating 44,000 megawatts of
electricity through 124 power facilities, the Company delivers
electricity through 15 distribution companies.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 11, 2006,
Moody's affirmed the ratings of The AES Corporation, including
its Ba3 Corporate Family Rating and the B1 rating on its senior
unsecured debt.  Moody's said the rating outlook remains stable.


AMERICAN TECHNOLOGIES: Jan. 31 Equity Deficit Narrows to $1.7 Mil.
------------------------------------------------------------------
American Technologies Group, Inc., delivered its financial
statements for the second quarter ended Jan. 31, 2006, to the
Securities and Exchange Commission on Mar. 22, 2006.

The company reported a $2,192,207 net loss on $6,313,535 of net
sales for the three months ended Jan. 31, 2006.

At Jan. 31, 2006, the company's balance sheet showed $17,295,304
in total assets and $19,018,014 in total liabilities, resulting in
a $1,722,710 stockholders' equity deficit.

The company's Jan. 31 balance sheet also showed strained liquidity
with $11,981,425 in total current assets available to pay
$18,533,158 in total current liabilities coming due within the
next 12 months.

Full-text copies of American Technologies Group, Inc.'s financial
statements for the second quarter ended Jan. 31, 2006, are
available for free at http://ResearchArchives.com/t/s?75c

                        Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about American Technologies' ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended July 31, 2005.  The auditing firm pointed to
the Company's recurring losses and insufficient cash flows to meet
obligations and sustain its operations.

                    About American Technologies

American Technologies Group, Inc. (OTC BB: ATGR), through its
wholly owned subsidiary, North Texas Steel Company, Inc., is an
American Institute of Steel Construction certified structural
steel fabrication company and provides fabrication and detailing
of structural steel components for commercial buildings, office
buildings, convention centers, sports arenas, airports, schools,
churches and bridges.

At Jan. 31, 2006, the company's balance sheet narrowed to
$1,722,710 from a $5,018,424 deficit at July 31, 2005.


AINSWORTH LUMBER: Earns $19.9 Million of Net Income in 4th Quarter
------------------------------------------------------------------
Ainsworth Lumber Co. Ltd. reported its financial results for the
quarter ended December 31, 2005.

North American OSB markets concluded the year on a solid pricing
note with the benchmark North Central OSB price at U.S.$310 per
msf (7/16" basis).  For the fourth quarter, the average North
Central OSB price was U.S.$317 per msf, 20% above the prices
realized in the fourth quarter of 2004.  For the year, OSB prices
averaged U.S.$320 per msf compared to U.S.$369 per msf for 2004.
The Company's average selling price of OSB during the year was
10.2% lower than in 2004, while the volume of OSB shipped in 2005
increased by 58.5%.

The company generated net income of $19.9 million for the fourth
quarter of 2005, compared to $52.4 million for the same period in
2004.  The comparative decline is a result of the variation of the
unrealized foreign exchange gain (loss) on long term debt, which
was a loss of $0.2 million in the fourth quarter of 2005 compared
to a gain of $46.1 million in 2004.  Backed by higher prices,
fourth quarter sales of $302.1 million were $49.1 million or 19.4%
higher than the fourth quarter sales in 2004.  Operating earnings
for the quarter were $45.0 million compared to $27.5 million for
the same period in 2004.

EBITDA, defined as operating earnings before amortization of
capital assets plus other income, was $69.4 million in the fourth
quarter compared to $55.5 million in the same period last year.

Due to higher log inventories, cash provided by operating
activities (after changes in non-cash working capital) declined by
$27.8 million from $58.1 million in the fourth quarter of 2004 to
$30.3 million recorded in the fourth quarter of 2005.

Ainsworth produced 3.2 billion sq. ft. of OSB (3/8" basis) during
the past year.  This was a 65% increase from the 2004 production
level of 2.0 billion sq. ft.  Embedded in the overall production
increase are panel production records at our Grande Prairie and
Savona mills, as well as at three of the four OSB mills acquired
in 2004.

Operating earnings in 2005 of $257.6 million were $68.4 million
lower than 2004.  The decrease was caused by lower OSB margins
combined with an additional $50.1 million in amortization of
capital assets, as the 2004 acquired assets were amortized for a
full year in 2005.  Finance expense of $71.3 million was
significantly reduced from the 2004 level of $150.2 million.  The
2004 finance expense incorporated a one time financing charge of
$106.2 million associated with the March 2004 refinancing.
Interest expense of $64.9 million in 2005 was up $24.2 million
over 2004 and reflects the higher overall debt level in 2005.
For the twelve months ended December 31, 2005 net income was
$153.2 million or $10.45 per share compared to $175.1 million for
the same period of 2004.

For the year, EBITDA was $363.7 million on sales of $1.25 billion,
compared to $377.3 million on sales of $909.9 million in 2004.
Cash provided by operating activities (after changes in non-cash
working capital) totaled $161.8 million in 2005 compared to $364.4
million in the prior year.  The decrease in cash provided by
operations primarily reflects reduced margins, payment of taxes
and build up of log inventories at all of the Company's locations.

At December 31, 2005 Ainsworth had a cash balance of
$209.2 million (excluding restricted cash) compared to
$206.1 million at December 31, 2004.

"As we move forward into 2006, it appears that the OSB market
fundamentals will remain favorable.  Demand for OSB remains
strong, driven by the continued high activity level of
homebuilding and home renovation.  Since relatively little new OSB
supply is expected to come on line during the year, we believe
that Ainsworth is well positioned to benefit from these market
dynamics," said Brian Ainsworth, Chairman and Chief Executive
Officer.

Ainsworth Lumber Co., Ltd., a British Columbia corporation
headquartered in Vancouver, Canada, is a publicly traded
integrated OSB producer that also manufactures specialty overlaid
plywood and finger-jointed lumber.  Ainsworth have a 13% market
share in OSB after purchasing Potlatch.  OSB sales represent
approximately 97% of total revenues.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 16, 2004,
Moody's Investors Service assigned a B2 rating to Ainsworth Lumber
Co. Ltd.'s US$450 million note issues.  The notes rank equally
with Ainsworth's existing senior unsecured notes.  Accordingly,
the ratings on the existing notes, as well as Ainsworth's senior
implied and issuer ratings, were downgraded to B2.  Moody's said
the ratings outlook is stable.

Standard & Poor's Ratings Services also affirmed its 'B+'long-term
corporate credit and senior unsecured debt ratings on Vancouver,
B.C.-based Ainsworth Lumber Co. Ltd.  Ainsworth's US$300 million
of fixed senior unsecured notes due 2012 and US$150 million of
floating variable-rate senior notes due 2010 were also assigned
'B+' ratings.  S&P says the outlook is stable.


ALDERWOODS GROUP: Merges With SCI in $856 Million Deal
------------------------------------------------------
The Boards of Directors of Service Corporation International
(NYSE: SCI) and Alderwoods Group, Inc. approved Monday a
definitive agreement under which SCI will acquire all of the
outstanding shares of Alderwoods for $20 per share in cash.  The
transaction is valued at $856 million.  In addition, approximately
$374 million of Alderwoods debt will remain outstanding or be
refinanced.

The transaction combines two of the leading providers of funeral
and cemetery services in North America.  With Alderwoods, SCI
would have revenues of approximately $2.5 billion (based on 2005
financial results), and an expanded geographic footprint that
would include a network of 1,712 funeral homes and 490 cemeteries
in 48 states, eight Canadian provinces and Puerto Rico.

"This is the right transaction at the right time and is consistent
with our objectives to expand scale and scope, and our focus on
disciplined growth initiatives that generate increased revenues,
profitability and cash flow margins," said Tom Ryan, Service
Corporation International's President and Chief Executive Officer.

"In recent years, we have strengthened our balance sheet, lowered
our cost structure, introduced more efficient systems and
processes, and redirected our management team to provide a new
foundation for growth.  This transaction will provide us with the
ability to serve a number of new, complementary areas, while
enabling us to capitalize on significant synergies and operating
efficiencies.  Together with Alderwoods, we will further enhance
our operating expertise and customer, product and marketing
strategies across an expanded geographic footprint."

Paul A. Houston, President and Chief Executive Officer of
Alderwoods Group, Inc., said: "During the past few years, we have
restructured our company to create a more efficient operating
structure, introduce innovative products and services, reduce debt
and improve Alderwoods's financial flexibility.  [Mon]day's
announcement is consistent with our objective of maximizing
shareholder value.  In addition, we expect our employees to
benefit from being part of a larger, more diversified organization
that is equally dedicated to their success."

Robert L. Waltrip, Chairman of Service Corporation International,
said: "Alderwoods is an ideal strategic partner for us, and this
combination positions SCI for continued growth and leadership in
the highly fragmented industry in which we operate.  From an
industry perspective, both SCI and Alderwoods have a strong
reputation for providing families with professional and
compassionate service.  We look forward to building on this shared
commitment and intend to maintain the strong personal
relationships that have been developed over the years in the many
communities we serve throughout the United States, Canada and
Puerto Rico.  On behalf of SCI, we look forward to working with
the employees of Alderwoods to grow our business."

                    Benefits of the Transaction

    -- Ongoing cost saving synergies.  Excluding one-time costs of
       approximately $60 million, the transaction is expected to
       generate annual pre-tax cost savings of approximately $60-
       $70 million within 12 to 18 months after closing.  Savings
       are expected to come largely from shared corporate and
       administrative areas and rationalizing duplicative expenses
       for information technology, legal and back-office
       functions.  Significant workforce reductions at the
       operating level are not expected.

    -- Significant cash flows and financial flexibility.  Both SCI
       and Alderwoods benefit from strong operating cash flows.
       After one-time implementation costs and the full
       realization of synergies, the Company expects annualized
       cash flow from operations to total approximately $400
       million, excluding insurance segment cash flow.  This
       compares with SCI's current cash flow expected in 2006 of
       $295-$315 million.  The Company expects to maintain a
       balanced approach of investing in its business and
       returning capital to shareholders while also supporting a
       prudent capital structure.

    -- Accretive to cash flow and earnings.  SCI expects the
       transaction to be immediately accretive to the Company's
       cash flow, excluding one-time implementation costs.  The
       Company also expects that within the first 12 to 24 months
       after closing the transaction will be accretive to earnings
       per share, excluding one-time implementation costs.

    -- Expanded geographic footprint in new, complementary areas.
       With Alderwoods, SCI will serve many new areas throughout
       the U.S., Canada and Puerto Rico, providing the Company
       with a larger platform from which to implement its multi-
       brand strategy, featuring its Dignity Memorial(R) network.
       Additionally, an expanded geographic footprint will offer
       customers enhanced transferability of preneed funeral and
       cemetery needs.

    -- Customer strategy.  SCI is transitioning from the
       industry's traditional one-size-fits-all approach to a
       flexible operating and marketing strategy that recognizes
       customers' personal needs and preferences.  With the
       addition of Alderwoods, the Company will have a broader
       platform upon which to accelerate its product and marketing
       strategies.  By utilizing the best practices and processes
       of both companies, SCI believes it can achieve even higher
       levels of customer satisfaction and loyalty.

                          Financing

SCI currently has $470 million in cash on its balance sheet and
the company intends to fund the transaction in all cash.  SCI has
received a commitment letter from JPMorgan for an $850 million
bridge facility.  The Company also believes it has access to a
number of debt capital markets and will determine an optimal
funding structure prior to the close of the transaction.

The transaction is subject to approval by the shareholders of
Alderwoods and the satisfaction of customary closing conditions
and regulatory approvals, including expiration or termination of
the applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.  The transaction is expected
to close by the end of the 2006 calendar year and is not subject
to any financing conditions.

In connection with the transaction, JPMorgan is acting as
financial advisor to SCI and Wachtell, Lipton, Rosen & Katz is
serving as its legal counsel.  Bear Stearns & Co. Inc. provided a
fairness opinion to Alderwoods and is acting as its financial
advisor, and Jones Day is serving as its legal counsel.

                             About SCI

Service Corporation International -- http://www.sci-corp.com/--  
is North America's leading provider of deathcare products and
services, with a network of funeral homes and cemeteries
unequalled in geographic scale and reach.  SCI operates in 42
states and seven Canadian provinces, with 1,058 funeral homes and
358 cemeteries.

                          About Alderwoods

Alderwoods Group -- http://www.alderwoods.com/-- is the second
largest operator of funeral homes and cemeteries in North America,
based upon total revenue and number of locations.  As of June 19,
2004, the Company operated 716 funeral homes, 130 cemeteries and
61 combination funeral home and cemetery locations throughout
North America.  Of the Company's total locations, 59 funeral
homes, 53 cemeteries and four combination funeral home and
cemetery locations were held for sales as of June 19, 2004.  The
Company provides funeral and cemetery services and products on
both an at-need and pre-need basis.  In support of the pre-need
business, the Company operates insurance subsidiaries that provide
customers with a funding mechanism for the pre-arrangement of
funerals

                         *     *     *

As previously reported in the Troubled Company Reporter on
July 27, 2004, Standard & Poor's Ratings Services it affirmed its
'B+' corporate credit rating on the funeral home and cemetery
operator Alderwoods Group, Inc., and assigned its 'B' debt rating
to the company's proposed $200 million senior unsecured notes due
in 2012.

At the same time, Standard & Poor's also assigned its 'BB-' senior
secured bank loan rating and its '1' recovery rating to
Alderwoods' proposed $75 million revolving credit facility, which
matures in 2008, and to its proposed term loan B, which matures in
2009.


AMERICREDIT AUTOMOBILE: Moody's May Upgrade Securitization Deals
----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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


ASARCO LLC: Agrees to Realign Asbestos Subsidiaries Litigation
--------------------------------------------------------------
Lac d'Amiante du Quebec Ltee, CAPCO Pipe Company, Inc., Cement
Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ
Canada, Ltd. are direct or indirect wholly owned subsidiaries of
ASARCO LLC.

Before 1986, LAQ mined asbestos fiber from the Black Lake region
in Canada.  CAPCO, on the other hand, formerly manufactured
various asbestos-containing cement underground pipe products.

By 1989, LAQ has sold its interests to third-party investors and
ceased all operations.  Similarly, CAPCO also is a non-operating
dormant company by 1993.  Nevertheless, both LAQ and CAPCO found
themselves in an asbestos crisis as plaintiffs began asserting a
growing number of asbestos-related personal-injury claims against
LAQ and CAPCO.

More than 85,000 asbestos claims are asserted against LAQ and
CAPCO.  In addition, there are thousands of potential asbestos
claims to be alleged in the future against these Asbestos
Subsidiaries.

Based on a number of alter ego theories including denuding-the-
corporation, single-business-enterprise, corporate trust funds,
and conspiracy, ASARCO is named defendant in a large number of
asbestos claims against the Asbestos Subsidiaries.  ASARCO is
also defendant to less than 1% of the active asbestos claims
based on direct theories of liability.

Jack L. Kinzie, Esq., at Baker Botts LLP, in Dallas, Texas, tells
the U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi that there is no valid reason for invoking the
Alter Ego Theories because LAQ and CAPCO operated independently
from ASARCO.  To the extent ASARCO exercised any control over LAQ
and CAPCO, it was solely in the form of ordinary corporate
governance procedures, Mr. Kinzie contends.

Accordingly, ASARCO asks the Court to declare that it is not
liable to the Asbestos Debtors, their estates, or any of their
present and future creditors, under the alter ego theories.

Mr. Kinzie asserts that the individual prosecution of current
asbestos claims against ASARCO based on the Alter Ego Theories
would frustrate the goal of equal distribution among the Debtors'
creditors.

In addition, Mr. Kinzie says, the individual prosecution of the
asbestos claims would abridge the general policy of giving the
Debtors an opportunity to reorganize their finances, and it would
result in a multi-jurisdictional rush to judgment that cuts
against the fundamental policies of the Bankruptcy Code.

Mr. Kinzie notes that a unified and orderly resolution of the
asbestos claims will benefit all parties-in-interest in the
Debtors' chapter 11 cases and is essential to the efficient
administration of the Debtors' estates, as it will establish the
framework for determining ASARCO's contribution to the trust
under Section 524(g) of the Bankruptcy Code.

           Creditors Committees & FCR Seek Re-Alignment

The Official Committee of Unsecured Creditors of the Subsidiary
Debtors and Robert C. Pate, as Future Claims Representative, ask
the Court to:

    (a) realign the parties in the adversary proceeding to reflect
        that ASARCO is the defendant and the Asbestos Committee
        and the FCR are the plaintiffs;

    (b) grant a trial by jury;

    (c) grant the FCR leave to file an amended complaint adding
        Grupo Mexico, S.A. de C.V., JP Morgan Chase & Company,
        Ernst & Young Corporate Finance, LLC, and Guilliani
        Capital Advisors LLC, as defendants in the proceeding, or
        alternatively, file a separate action; and

    (d) grant the FCR and the Committee authority to prosecute
        additional avoidance and other actions on behalf of the
        Asbestos Subsidiaries' estates.

Jacob L. Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka,
PC, in Dallas, Texas, points out that the Asbestos Subsidiaries
cannot adequately pursue certain claims and causes of action
because of the inherent conflict that they face in suing their
parent, ASARCO.

Mr. Newton adds that the interests of the Asbestos Subsidiaries
are antithetical to the interests of the Subsidiary Debtors'
estates.

Mr. Newton points out that ASARCO's purpose in filing the
adversary proceeding is to obtain declaration that no Alter Ego
liabilities exist to protect its prepetition transfers.

Mr. Newton contends that Grupo Mexico and the other parties
should be named defendants because they were also part of the
fraudulent scheme.

If the Subsidiary Committee and the FCR are not allowed to
intervene as realigned party plaintiffs, the interests of the
Committee, as well as the interest of the Subsidiary Debtors'
estates, will be greatly impaired, Mr. Newton argues.

The Official Committee of Unsecured Creditors of ASARCO joins the
Subsidiary Committee's and the FCR's request to realign the
parties.

ASARCO does not oppose the requests for intervention and
re-alignment.

ASARCO and its Committee, however, asks the Court to deny the
Subsidiary Committee's and the FCR's request to prosecute alter
ego claims, fraudulent conveyance claims, and other various
claims on ASARCO's behalf.

Mr. Kinzie tells the Court that these additional claims belong to
ASARCO, and ASARCO and the ASARCO Committee will fully
investigate the issues raised in the additional claims.

                         Parties Stipulate

To settle the issues outstanding between them, ASARCO, the
Asbestos Subsidiaries, the Subsidiary Committee, and the Future
Claims Representative engaged in discussions that resulted in a
stipulation.

The stipulation basically provides that the Subsidiary Committee
and the FCR will take responsibility for the representation of
the interests of the Subsidiary Debtors in the lawsuit.

If the Stipulation is approved, the parties to the adversary will
be realigned to reflect that:

    -- the Subsidiary Committee and the FCR, suing on behalf of
       the estates of the Subsidiary Debtors and as the
       representatives of the creditors of the Subsidiary Debtors,
       are the plaintiffs with the right to prosecute certain
       claims of the Subsidiary Debtors against ASARCO; and

    -- ASARCO will be a defendant.

The Subsidiary Committee and the Future Claims Representative
will file an amended complaint that realigns the parties.

The Subsidiary Committee and the FCR will:

    (a) prosecute the amended complaint and all other pleadings;

    (b) conduct all pre-trial motion practice and discovery;

    (c) prepare all pre-trial order, joint trial statements, and
        other matters required by the Court;

    (e) add any other defendants and prosecute claims against
        those defendants;

    (f) conduct the trial of the adversary proceeding; and

    (g) file and defend any appeal of a final judgment entered in
        the adversary proceeding.

In addition, the stipulation provides that:

    (a) the parties will have independent standing in the
        adversary proceeding and the Chapter 11 Cases, provided
        that the Subsidiary Debtors, their estates, the Subsidiary
        Committee and the FCR do not have allowed claims against
        ASARCO or have standing to prosecute any causes of action
        on behalf of ASARCO or its estate;

    (b) the parties are not required to disclose legally protected
        matters unless the Court orders otherwise.  The
        Stipulation and Agreement does not waive any attorney
        client privileges, work product, joint defense, and other
        privileges of the parties;

    (c) if any privileged information is inadvertently disclosed
        in the adversary proceeding, the information will be
        promptly returned to the party claiming the privilege, and
        that the privileged information will not be used by any
        party unless the Court determines that the privileged
        information was in fact not privileged at the time of its
        disclosure; and

    (d) the Asbestos Subsidiaries will exclusively control their
        privileges and their privileged information.  The
        Subsidiary Committee and the FCR will not have the right
        to waive the privileges of the Asbestos Subsidiaries or
        ASARCO.

Accordingly, the Debtors, the Subsidiary Committee and the FCR
ask the Court to approve the Stipulation, and its entry in both
ASARCO's bankruptcy case and in the adversary proceeding.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants Asbestos Debt Estimated & Claims Process Okayed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi, on multiple occasions, has reiterated the
need for ASARCO LLC to immediately formulate a plan of
reorganization to capture current high copper prices and
favorable market conditions.

Formulating a plan and disclosure statement, however, is not
possible without first determining the amount of ASARCO's
contingent environmental and asbestos liability, Jack L. Kinzie,
Esq., at Baker Botts LLP, in Dallas, Texas, tells the Court.

Until ASARCO's liabilities are quantified, it cannot secure new
capital or exit financing, determine the size and treatment of an
unsecured creditor class or provide meaningful information in a
disclosure statement of what creditors can generally expect to
receive under a plan.

Mr. Kinzie says ASARCO's reorganization will be unduly delayed and
at risk of failure if the aggregate amount of the contingent
liabilities are determined many years later in the tort system or
through traditional litigation.  ASARCO cannot afford the delay or
expense associated with mass tort litigation, Mr. Kinzie adds.

ASARCO has been named in a relatively small number of direct
premises claims alleging exposure to asbestos at an ASARCO
facility in Texas.  However, under various alter ego theories,
Mr. Kinzie points out that substantially all of the 95,000
asbestos claims against ASARCO are derivative of claims against
CAPCO Pipe Company or Lac d'Amiante due Quebec Ltee.

ASARCO denied liability of the claims and in June 2005, it filed
a lawsuit against its asbestos-related subsidiaries and Robert C.
Pate, future asbestos-related claims representative, seeking a
declaration that it is not liable for the Derivative Asbestos
Claims.

ASARCO has developed a two-tier process for estimating derivative
asbestos claims:

    Phase 1:

    Phase 1 will consist of the exchange of materials to be
    presented on the issue of whether ASARCO is liable for the
    derivative asbestos claims, followed by briefing and a
    hearing.

    May 15, 2006  -- Deadline to disclose identity of all
                     witnesses along with a brief description of
                     each witness' expected testimony, and all
                     materials used.  No party may call more than
                     three live witnesses at the hearing.

    June 15, 2006 -- Deadline to complete oral depositions of any
                     disclosed live witnesses.  Each deposition is
                     limited to three hours.

    July 10, 2006 -- Deadline to file pre-hearing motions and
                     briefs

    Aug. 10, 2006 -- Deadline to file proposed pre-hearing orders
                     signed by counsel for each of the Parties,
                     witness lists, copies of all exhibits to be
                     offered and all schedules and summaries to be
                     used at the hearing

    Aug. __, 2006 -- Hearing on the issue of ASARCO's liability
                     for Derivative Asbestos Claims

    Phase 2:

    If the Court determines that ASARCO has liability over the
    derivative asbestos claims, Phase 2 will include submission of
    expert reports, legal briefing and a hearing, then the Court
    would estimate the amount of the claims, both present and
    future.

    Sept. 15, 2006 -- Deadline to disclose the identity of all
                      witnesses along with a brief description of
                      each witness' expected testimony and all
                      materials to be used.  No party may call
                      more than three live witnesses at the
                      hearing.

    Sept. 22, 2006 -- Deadline to file and serve opening expert
                      reports regarding the estimated amount of
                      ASARCO's Derivative Asbestos Claims, and
                      exchange all data and materials used by the
                      experts

    Oct. 6, 2006   -- Deadline to file and serve rebuttal expert
                      reports

    Oct. 20, 2006  -- Deadline to complete depositions on experts
                      and expert discovery

    Oct. 30, 2006  -- Deadline to file pre-hearing motions and
                      briefs

    Nov. 6, 2006   -- Deadline to file proposed pre-hearing
                      orders signed by counsel for each of the
                      Parties, witness lists, copies of all
                      exhibits to be offered and all schedules and
                      summaries to be used at the hearing

    Nov. __, 2006  -- Final pre-trial conference and hearing on
                      the estimated amount of ASARCO's Derivative
                      Asbestos Claims

Mr. Kinzie believes that the two-tier procedure is the most
efficient method for estimation of the derivative asbestos
claims.  If ASARCO is not liable for the claims and CAPCO and LAQ
are instead solely responsible for them, the amount of the
asbestos claims becomes much less significant.

In that event, Mr. Kinzie says, ASARCO will be able to formulate
a plan and disclosure statement, with the asbestos claims against
CAPCO and LAQ addressed in a joint plan or dealt with via some
other appropriate means.

Accordingly, ASARCO asks the Court to estimate its asbestos
liabilities, if any, for derivative asbestos claims.  ASARCO also
asks the Court to approve its proposed claims estimation process.

Mr. Kinzie notes that the Bankruptcy Code provides for estimation
of unliquidated claims.  Section 502(c) of the Bankruptcy Code
provides, in pertinent part, that:

    "[t]here shall be estimated for purposes of allowance under
    this section - (1) any contingent or unliquidated claim, the
    fixing or liquidation of which, as the case may be, would
    unduly delay the administration of the case . . . ."

"Other courts have estimated asbestos claims for plan purposes,"
Mr. Kinzie points out.  The court in the Armstrong World
Industries case stated that "estimating future claims is more an
imprecise art than a science, and the best way anyone can do is
to try to find an estimate that is not unreasonable."  The
Federal-Mogul court similarly stated: "[A]n estimation by
definition, is an approximation and necessarily involves
comparing a known or established quantum of data to the thing
being estimated."

"The focus in proceedings to estimate the aggregate amount of
asbestos claims in earlier bankruptcy cases has been upon the
testimony of experts who conducted statistical analyses in order
to project the value of present claims and the realistic scope of
future demands," Mr. Kinzie notes.

Through the use of streamlined estimation procedures, Mr. Kinzie
says, the Derivative Asbestos Claims can be estimated in a matter
of months and after a one to three day hearing for each phase of
the estimation, as opposed to litigated over a period of years or
perhaps decades.

Mr. Kinzie discloses that environmental claims will be addressed
separately in subsequent pleadings after ASARCO has completed its
discussions with state and federal regulatory agencies regarding
these issues.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants June 16 Set as General Claims Bar Date
--------------------------------------------------------
In order for ASARCO LLC and its debtor-affiliates to formulate
and confirm a plan of reorganization, it is essential to
ascertain, as soon as possible, the full nature and scope of the
claims asserted against the Debtors and their estates.

Pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure, ASARCO asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to:

    (a) establish deadlines for filing of claims;

    (b) approve proof of claim forms; and

    (c) approve bar date procedures and the form and manner of
        notices of the Bar Dates.

ASARCO will serve the Bar Date Notice and proof of claim forms
through its claims agent, The Trumbull Group LLC.

Any entity asserting claims against more than one Debtor must
file a separate proof of claim against each Debtor and identify
on each proof of claim form the particular Debtor against which
the claim is asserted.

Any person or entity:

   (a) whose Claim against a Debtor is listed in the Debtor's
       schedules,

   (b) whose claims against a Debtor not listed in those schedules
       as disputed, contingent, or unliquidated, and

   (c) who agrees with the nature, classification, and amount of
       its Claim as identified in the Debtor's schedules,

is not required to file a proof of claim.

No bar date will apply to holders of Current Employee Wage and
Benefit Claims, Previously Filed Claims, and Administrative
Claims.  The Debtors reserve the right to move the Court to
establish a bar date for holders of Excluded Claims at a later
time.

                         General Bar Date

ASARCO asks the Court to establish June 16, 2006, as the last day
by which persons and entities, including governmental units,
holding prepetition claims, must file proofs of claim.

                   Miscellaneous Claims Bar Date

ASARCO asks the Court to establish a bar date other than the
General Bar Date for certain Miscellaneous Claims, which include
Rejection Claims, Avoidance Claims, and Amended Schedule Claims.

    A. Rejection Bar Date

       ASARCO expects that some entities may assert claims in
       connection with its rejection of executory contracts and
       unexpired leases pursuant to Section 365 of the Bankruptcy
       Code.

       Except for Mission Mine Lease Claims, which are subject to
       the General Bar Date, ASARCO proposes that any party that
       asserts Rejection Damage Claims must file a claim on:

          -- the General Bar Date; or

          -- the first business day that is at least 30 calendar
             days after an order rejecting a contract or lease is
             entered.

    B. Avoidance Claims

       For persons and entities holding avoidance claims arising
       out of the recovery of a voidable transfer of an interest
       of a Debtor in property, ASARCO proposes that the party
       must file a claim on or before:

          -- the General Bar Date; or

          -- the first business day that is at least 30 calendar
             days after an order approving the avoidance of the
             transfer is entered.

    C. Amended Schedules Claims

       The Debtors anticipate amendments to their schedules.
       ASARCO asks the Court to establish the later of:

          -- the General Bar Date; or

          -- the first business day that is at least 30 calendar
             days after the mailing of the amendment notice.

                      Asbestos Claims Bar Date

The Debtors' alleged asbestos-related claims relate primarily to
historical operations of two debtor-affiliates, CAPCO Pipe
Company and Laq d'Amiante du Quebec Ltee.  ASARCO also has a
limited number of asbestos claims based on direct theories of
premises liability.

Persons and entities holding asbestos-related claims must file
their proofs of claim on or before Aug. 9, 2006.

                 Asbestos Claims Filing Procedures

ASARCO recognizes that some law firms representing asbestos
claimants might find it burdensome to file thousands of
individual proofs of claim on behalf of their clients.

Asbestos claimants can obtain an exemption from filing a proof of
claim by supplying ASARCO's asbestos claims-data management
consultants, The Claro Group LLC, with an electronic spreadsheet
containing all the information requested on the Asbestos Claims
Electronic Database.  Electronic templates will be available at
ASARCO's restructuring Web site: http://www.asarcoreorg.com/

ASARCO proposes these deadlines by which asbestos claim holders
and attorneys representing asbestos claim holders may obtain
exemption from filing a proof of claim:

    Date                     Event
    ----                     -----
    May 30, 2006             submission for electronic database
    June 20, 2006            distribution of deficiency notices
    July 5, 2006             curing of deficiencies
    July 19, 2006            distribution of exemption list

If a claimant or law firm does not receive the Exemption List
from Claro Group, then the Claro Group did not receive an
electronic form from that claimant or law firm, and the claimant
must file an Asbestos-Related Proof of Claim by Aug. 9, 2006.

                      Bar Date Notice Package

The Debtors propose to serve on all known entities holding
potential prepetition claims with:

    (a) a notice of the bar dates;
    (b) a proof of claim form; and
    (c) a proof of claim form for asbestos creditors.

All proofs of claim must be mailed to:

      ASARCO LLC
      c/o The Trumbull Group, L.L.C.
      P.O. Box 721
      Windsor, CT 06095-0721

or delivered by hand to:

      ASARCO LLC
      c/o The Trumbull Group, L.L.C.
      4 Griffin Rd. North, First Floor
      Windsor, CT 06095-1511.

Proofs of claim sent by facsimile, telecopy or electronic mail
will not be accepted unless Trumbull agrees to accept the proof
of claim.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: Inks Pact to Settle 96/97 EETC A-F Leasing Claims
---------------------------------------------------------------
In 1996 and 1997, certain of ATA Airlines, Inc., and its debtor-
affiliates leased five aircraft pursuant to a leveraged lease
transaction.  A-F Leasing, Ltd., as successor-in interest to First
American National Bank, participated in the 96/97 EETC Transaction
as the owner participant for an aircraft bearing U.S. Registration
No. N520AT.

As owner participant for the Aircraft, A-F entered into a tax
indemnity agreement for the Aircraft with ATA Airlines, Inc.

Wilmington Trust Company, as indenture trustee, was a party to
each of the 96/97 EETC aircraft lease transactions, including
being the assignee of certain of the rights and interests of
Wells Fargo Bank Northwest, National Association under the lease
for the Aircraft.

After the Petition Date, the Debtors entered into:

    * an amended term sheet in which the Debtors rejected all of
      the leases under the 96/97 EETC Transaction, including the
      Lease; and

    * new leveraged leases, including a new leveraged lease for
      the Aircraft, with Wilmington Trust Company.

A-F filed Claim No. 863 against ATA Holdings Corp., and Claim No.
864 against ATA Airlines for damages under the Lease and the TIA.
Claim No. 864 was subsequently amended by Claim No. 2121, whereas
Claim No. 863 was amended by Claim No. 2122.

The Debtors objected to the Claims on the ground that the amount
of the Claims had been set pursuant to, and would be allowed in
the amounts stated in, stipulations among the parties which had
been approved by the Court.

Additionally, the Debtors objected to the Claims because they
argued that there was no loss event under the 96/97 EETC
Transaction as the new leases preserved the structure of the
leveraged leases.

Following arm's-length negotiations, the parties stipulate and
agree that:

    (a) Claim No. 2122 will be allowed for $2,000,000 as A-F's
        only claim under the TIA for N520AT against ATA Airlines;

    (b) A-F will, with respect to Claim No. 2122, elect treatment
        as a Class 7 or unsecured creditor convenience class
        Allowed Claim under the Reorganization Plan; and

    (c) Claim Nos. 863, 864, and 2121 will be disallowed in their
        entirety.

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)


AVISTA CORP: S&P Affirms BB+ Rating With Stable Outlook
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+'
corporate credit rating and all other debt ratings on
Avista Corp., reflecting:

   * the company's stable utility business;
   * its higher-risk energy trading unit Avista Energy; and
   * other small non-regulated subsidiaries.

The outlook is stable.

"Avista's utility business is characterized by supportive
regulatory environments in Washington and Idaho, low-cost
hydroelectric generation, competitive rates, and operating and
regulatory diversity provided by combined electric and gas utility
operations in Washington, Idaho, and Oregon," said Standard &
Poor's credit analyst Swami Venkataraman.

"Avista Energy's riskier energy trading and marketing activities
contribute to a weaker consolidated business risk profile than
that of the stand-alone utility, although this concern is partly
mitigated by the trading business's small size and value at risk,
prudent risk management policies, and strong liquidity," he added.

Avista's unsecured debt is currently rated 'BB+', the same as the
corporate credit rating.  However, further increases in the level
of secured debt will materially disadvantage unsecured debt and
will likely result in unsecured debt being rated a notch below the
corporate credit rating.

Avista Utilities serves about:

   * 338,000 electricity customers in:

     -- eastern Washington, and
     -- northern Idaho; and

   * 297,000 natural gas customers in:

     -- Washington,
     -- Idaho, and
     -- Oregon.

Electric revenues come from:

   * Washington (66%),
   * Idaho (24%), and
   * wholesale (10%);

while gas revenues come from:

   * Washington (48%),
   * Oregon (30%), and
   * Idaho (20%).


BALL CORP: Completes Sale of $450 Million of 6.625% Senior Notes
----------------------------------------------------------------
Ball Corporation completed the sale of $450,000,000 aggregate
principal amount of 6.625% senior notes due 2018 on March 27,
2006.

The Notes were issued under an Indenture, dated March 27, 2006,
signed between the Company and The Bank of New York Trust Company,
N.A., as trustee.

Interest on the Notes is payable on March 15 and September 15 of
each year beginning on September 15, 2006, until their maturity
date of March 15, 2018.  The Company may redeem some or all of the
Notes at any time prior to March 15, 2011, at 100% of the
principal amount of Notes redeemed plus an applicable make-whole
premium.  On or after March 15, 2011, the Company may redeem all
or a portion of the Notes.  In addition, at any time prior to
March 15, 2009, the Company may redeem up to 35% of the aggregate
principal amount of the Notes at a redemption price of 106.625% of
the principal amount of the Notes redeemed.

The Company's payment obligations under the Notes are fully and
unconditionally guaranteed on an unsecured senior basis by its
existing and future material domestic subsidiaries, other than
certain excluded subsidiaries and unrestricted subsidiaries.  The
Notes are not guaranteed by any of the Company's foreign
subsidiaries.

The terms of the Indenture, among other things, limit the
Company's ability to:

   -- incur additional debt and issue preferred stock;

   -- pay dividends or make other restricted payments;

   -- make certain investments;

   -- create liens;

   -- allow restrictions on the ability of certain of its
      subsidiaries to pay dividends or make other payments to it;

   -- sell assets;

   -- merge or consolidate with other entities; and

   -- enter into transactions with affiliates.

A full-text copy of the Indenture is available for free at
http://ResearchArchives.com/t/s?75f

                        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 Corp's
$500 million senior secured term loan D, rated Ba1, and
$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.


BALL CORP: Gets Access to New $500 Million Senior Loan Facility
---------------------------------------------------------------
Ball Corporation and Ball European Holdings S.ar.l. entered into
an amendment to Ball Corporation's existing credit agreement,
dated as of Oct. 13, 2005, with:

   * Deutsche Bank AG, New York Branch, as administrative agent;
   * Deutsche Bank Securities Inc., as lead arranger;
   * J.P. Morgan Securities Inc., as lead arranger, and
   * Deutsche Bank AG, Canada Branch, as lender.

The amendment provides for, among other things, a new $500 million
secured term loan facility, which will terminate on Oct. 13, 2011.

                        Terms of the Loan

Amortization

The loans under the Loan Facility are amortized quarterly from
December 31, 2007, through the date of maturity according to this
schedule:

         Year              Percentage
         ----              ----------
         2008                  10.00%
         2009                  10.00%
         2010                  20.00%
         2011                  60.00%

Interest

For purposes of calculating interest, loans under the Loan
Facility are designated as eurocurrency rate loans or, in certain
circumstances, base rate loans.

Eurocurrency rate loans that are U.S. dollar denominated bear
interest at the interbank eurocurrency rate plus a borrowing
margin.  Eurocurrency rate loans that are non-U.S. dollar
denominated bear interest at the LIBOR rate for Sterling and
EURIBOR rate for Euros plus a borrowing margin.  Interest on
eurocurrency rate loans is payable at the end of the applicable
interest period in the case of interest periods of one, two or
three months and every three months in the case of interest
periods of six months or longer.

Base rate loans bear interest at:

   (a) the greater of:

        (i) the rate most recently announced by Deutsche Bank as
            its "prime rate"; or

       (ii) the federal funds rate plus 1/2 of 1% per annum; plus

   (b) a borrowing margin.

Interest on base rate loans is payable quarterly in arrears.

Security and Guarantees

The Loan Facility is guaranteed by the Company and all of its
present and future material domestic subsidiaries, and is secured
by a valid first priority perfected lien or pledge on the capital
stock securing the facilities (but not the capital stock securing
only the indebtedness of the foreign subsidiary borrowers) under
the Company's existing credit agreement.

A copy of the Amendment to the Company's existing credit agreement
is available for free at http://ResearchArchives.com/t/s?760

                        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 Corp's
$500 million senior secured term loan D, rated Ba1, and
$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.


BLACK MOUNTAIN: List of Eight Largest Unsecured Creditors
---------------------------------------------------------
Black Mountain Homes, LLC, delivered a list of its eight largest
unsecured creditors to the U.S. Bankruptcy Court for the District
of Arizona, disclosing:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
College Properties, Ltd.      Guaranteed promissory   $2,025,000
College Properties, II, Ltd.  note and claim for
100 West Camelback Road       damages, Bankruptcy
Suite 106                     Adversary No.
Phoenix, AZ 85015             06-00063

Case Del Oro Development      Operating Capital          $25,000
P.O. Box 1422
Sedona, AZ 86339

Reed Juett                    Wages allegedly            $20,000
c/o Margaret Gillespie        earned between
201 North Central Avenue,     February and October
#2210                         of 2004
Phoenix, AZ 85004

Ridenour, Hienton, Harper     Legal fees                 $10,000
& Kelhoffer
201 North Central Avenue
#2210
Phoenix, AZ 85004

City of Casa Grande           Water                       $6,000
fka Arizona Water Company
510 E. Florence Boulevard
Casa Grande, AZ 85222

McGladrey & Pullen, LLP       Accounting fees             $2,500
501 north 44th Street, #400
Phoenix, AZ 85008

San Carlos Irrigation         Electricity                 $2,000
Project
P.O. Box 250
Coolidge, AZ 85228

The Yardman                   Landscaping                 $2,000
P.O. Box 10793
Casa Grande, AZ 8522

Headquartered in Prescott, Arizona, Black Mountain Homes, LLC
filed for chapter 11 protection on Mar. 10, 2006 (Bankr. D. Ariz.
case No. 06-00606).  Randy Nussbaum, Esq., at Jaburg & Wilk, P.C.,
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.


CALPINE CORP: Fund Delays Filing of 2005 Audited Financials
-----------------------------------------------------------
Calpine Power Income Fund (TSX:CF.UN) reported that the cash
distribution for the month of April 2006 will be $0.0818 per trust
unit.

The Fund also reported the delay in filing and release of its
Dec. 31, 2005, audited financial statements and related
management's discussion and analysis and 2005 annual information
form.  Finalization of the audit of these financial statements and
finalization of the Disclosure Documents has been delayed pending
the receipt by the Fund of the audited financial statements of the
wholly owned subsidiary of Calpine Corporation that is the lessee
of the King City Facility from a subsidiary of the Fund.

On Dec. 20, 2005, Calpine Corporation and certain of its
subsidiaries in the United States filed for voluntary
reorganization under Chapter 11 of the US Bankruptcy Code and
certain of its subsidiaries in Canada filed under the Companies'
Creditors Arrangement Act (Canada).  Calpine King City was not
named in these filings.

The Fund requires the receipt of audited financial statements from
Calpine King City before finalizing its financial statements given
the scope of the relationships between the Fund and Calpine King
City.  As indicated, Calpine King City is the lessee of the King
City Facility pursuant to a long-term lease.  Additionally,
Calpine King City has provided a subordinated guarantee and
related security for the loan obligations of Calpine Canada Power
Ltd. pursuant to a loan made to the Manager by a subsidiary of the
Fund, which was outstanding as at Dec. 31, 2005 in the principal
amount of $32.2 million.

The audit of the Fund's financial statements has been completed,
subject to any matters, which may arise as a result of the
finalization of the financial statements of Calpine King City and
the issuance of an auditors' report on those financial statements.
There have been no disagreements between management of the Fund
and the auditors.  Further, finalization of the audit of the Fund
will not impact the 2005 consolidated distributable cash of the
Fund and its subsidiary, Calpine Power, L.P. that was previously
released by the Fund on Feb. 16, 2006.

It is anticipated that the audited financial statements of CLP
(which are provided together with the financial statements of the
Fund) will disclose an allowance of approximately $16 million
accrued against the loan made by CLP to Calpine Canada Whitby
Holdings.  CCWHC is a wholly owned subsidiary of the Manager,
which did not participate in the filings under Chapter 11 of the
Bankruptcy Code or CCAA in December 2005.

Calpine Canada Power Ltd. has advised the Fund of its
understanding that there is an intercompany loan of approximately
$32.7 million payable by CCWHC to Calpine Canada Power Ltd., the
terms of which have not been formally documented at Dec. 31, 2005.
Calpine Canada Power Ltd. also advised that Calpine Canada Power
Ltd. has considered the intercompany loan to be subordinated to
the Whitby Loan and does not expect repayment of the intercompany
loan until the Whitby Loan has been paid in full.  Calpine Canada
Power Ltd. intends to document this subordination through a
written agreement; however, such a written agreement is subject to
approval of the court under the CCAA process to which Calpine
Canada Power Ltd. is subject.

An application to the court is expected in the second quarter of
2006.  Should the court fail to recognize the subordination and
should Calpine Canada Power Ltd. demand payment of the
intercompany loan as a result of its reorganization proceedings,
the timing and ultimate collection of the Whitby Loan would be
negatively impacted.  Accordingly, the allowance of approximately
$16 million is expected to be accrued at Dec. 31, 2005 for this
potential impairment.  Should the court recognize the
subordination, the Manager estimates that the Whitby Loan would be
fully collectible and the allowance for potential impairment would
be reversed at that time.

Management anticipates that the Calpine King City audit and
financial statements will be finalized, and the Disclosure
Documents issued, prior to the end of April 2006.  In the event
that the Disclosure Documents are not filed by May 31, 2006, a
general cease trade order in relation to the Fund could follow.

Until the Disclosure Documents are filed, the Fund intends to
satisfy the disclosure requirements prescribed by CSA Staff Notice
57-301.  The Policy describes certain procedures to be followed
where an issuer is delayed in filing its financial statements.

                 About Calpine Power Income Fund

Calpine Power Income Fund is an unincorporated open-ended trust
that invests in electrical power assets.  The Fund indirectly owns
interests in power generating facilities in British Columbia,
Alberta and California.  In addition, the Fund owns a
participating loan interest in a power plant in Ontario and a
promissory note issued by Calpine Canada Power Ltd.  The Fund is
managed by Calpine Canada Power Ltd., which is headquartered in
Calgary, Alberta.

                       About Calpine Corp.

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


CALPINE CORP: Releases Fifth Monitor's Report in CCAA Proceedings
-----------------------------------------------------------------
Calpine Corporation, together with its indirect wholly owned
subsidiary, Calpine Canada Energy Finance ULC, reported the
release of the Fifth Report by Ernst & Young Inc., the Court
appointed monitor of Calpine's Canadian subsidiaries who are the
subject of proceedings that were commenced on Dec. 20, 2005
pursuant to Companies' Creditors Arrangement Act (Canada).  ULC is
one of Calpine's Canadian subsidiaries that are party to the CCAA
proceedings.

The purpose of the Report is to provide a preliminary overview of
the assets, liabilities and equity of the Calpine Canadian
subsidiaries that are party to the CCAA proceedings.  Accordingly,
the Report includes a review of the assets, liabilities and equity
of ULC.  The Report has been filed with the Court of Queen's Bench
of Alberta, Judicial District of Calgary and is available from the
Court.

A full-text copy of the Fifth Monitor's Report is available at no
charge at:

  http://bankrupt.com/misc/Calpine5thMonitors20ReportMar3006.pdf

               About Calpine Canada Energy Finance

Calpine Canada Energy Finance ULC is an indirect wholly owned
subsidiary of Calpine Corporation and was established as a special
purpose finance subsidiary of Calpine Corporation.  Its primary
business is to engage in financing activities to raise funds for
the business operations of Calpine and its subsidiaries.  Calpine
is a major power company that supplies customers and communities
with electricity from clean, efficient, natural gas-fired and
geothermal power plants.

                    About Calpine Corporation

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


CAPITAL AUTO: Moody's Reviews 41 Securitization Deals for Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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 41 Securitization Deals for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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


CDC MORTGAGE: Moody's Lowers Series 2002-HE1 Cert. Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service downgraded one certificate from a CDC
Mortgage Capital Trust deal, issued in 2002.  The transaction,
consists of subprime primarily first-lien adjustable and fixed-
rate loans with multiple originators.

The most subordinate certificate from the CDC Series 2002-HE1
transaction has been downgraded in light of existing credit
enhancement levels that are low given the current projected losses
on the underlying pools.  The pool of mortgages has seen losses in
recent months and future loss could cause a more significant
erosion of the overcollateralization.

Rating downgraded:

   * Series 2002-HE1; Class B, downgraded to Ba2 from Baa3.


COLLINS & AIKMAN: Court Junks Resourcing Deal with General Motors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
denied Collins & Aikman Corporation and its debtor-affiliates'
request to enter into an agreement intended to address and resolve
any commercial and legal issues relating to the resourcing and
transition of General Motors Corporation's manufacturing contract
with the Debtors.

The Bankruptcy Court rejected the Debtors' request based on a
sealed objection submitted by the Official Committee of Unsecured
Creditors.

As reported in the Troubled Company Reporter on Mar 21, 2006, GM
issued certain purchase orders to Collins & Aikman Corporation and
its debtor-affiliates regarding a certain program, under which the
Debtors agreed to manufacture the cockpit, instrument panel and
center console for the Program.

GM has elected to resource the GM Program from the Debtors to
another supplier and has requested the Debtors' assistance in the
transition.  Although the Debtors disagree with GM's decision to
resource, they want to support GM with its objectives, provided
that the parties first agree to a commercial resolution.

The Debtors and GM negotiated an agreement to address issues
relating to the resourcing and transition of the GM Program.

Pursuant to the GM Agreement:

   (a) the Debtors will cooperate with and assist GM in the
       resourcing of the GM Program to another supplier by
       providing certain transition services;

   (b) GM will reimburse the Debtors for expenses incurred in
       connection with the transition services;

   (c) GM will transfer and award certain existing and future
       business to the Debtors;

   (d) The Debtors will grant GM a license to use certain
       intellectual property necessary for the manufacture and
       production of certain GM programs; and

   (e) GM will issue tooling purchase orders to the Debtors and
       fund the tooling.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, asserted that by
entering in the GM Agreement, the Debtors will minimize the costs
associated with any potential dispute arising from the various
legal issues related to the resourcing of the GM Program.  The
Debtors will also preserve their relationship with GM.

According to Mr. Schrock, GM's decision to resource will create a
loss of future business for the Debtors.  However, pursuant to the
Agreement, GM will award and transfer existing and future business
to the Debtors that would offset a significant portion of the
loss.

The Agreement demonstrates that the Debtors and GM are willing to
work together to try to find a consensual resolution and to
minimize the loss of business created by the resourcing of the GM
Program, Mr. Schrock says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Wants Until May 15 to File Reorganization Plan
----------------------------------------------------------------
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, reminds the U.S. Bankruptcy Court for the Eastern
District of Michigan that Collins & Aikman Corporation and its
debtor-affiliates' exclusive period to file a plan of
reorganization is set to expire on May 1, 2006, just 10 days
before the omnibus hearing scheduled for May 11, 2006.

In this regard, the Debtors ask the Court for a bridge order
extending their exclusive periods each for 14 days.

Specifically, the Debtors ask the Court to:

   -- extend the Plan Proposal Period to May 15, 2006; and

   -- extend the period to solicit acceptances of that Plan to
      July 14, 2006.

The agents for the Debtors' senior secured prepetition and
postpetition lenders and the Committee do not object to the
extension, Mr. Schrock says.

Mr. Schrock relates that the Debtors have been in contact with
several parties to sponsor a stand-alone plan of reorganization,
and the Debtors' discussions with those parties have been very
promising.  In addition, the Debtors have received several
favorable indications of interests from potential purchasers in
the merger and acquisition process.

The Debtors have continued to keep their major constituencies
involved in these processes, Mr. Schrock says.  The Debtors are
hopeful that in the near future they will be prepared to decide
which of the dual-track processes will maximize the value of their
estates.  The Debtors would hope to file a plan and disclosure
statement shortly thereafter.  However, the Debtors may have to
seek another extension of the Exclusivity Periods depending on a
number of factors, Mr. Schrock notes.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CONSECO FINANCE: Moody's Places Ratings on Watch for Downgrade
--------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of several senior, mezzanine and subordinate
certificates from Green Tree Financial Corporation manufactured
housing securitizations.  The transactions are currently being
serviced by Green Tree Investment Holdings II LLC, which bought
the MH servicing platform of Conseco Finance in 2003.

Moody's previously downgraded the senior, mezzanine, and
subordinate certificates from 52 of Green Tree's 1993-1998
securitizations in December 2004 and 54 of Conseco's 1999-2002
securitizations in August 2004.  The current ratings review is
prompted by the continued weaker-than-expected performance of the
pools, as reflected by the high levels of cumulative losses and
repossessions and erosion of credit support.  The B-2 classes from
several of the pools have been completely written down, while the
B-1 and M classes from many of the pools are currently writing
down or expected to incur losses in the future. Furthermore, in
some of the 1993, 1994, and 1995 deals, performance triggers have
not been breached, which has allowed principal to be paid to the
B-1 tranches.  This has further weakened the credit support of the
senior tranches and has left them more exposed to tail-end risk.

The complete rating actions are:

   Issuer: Green Tree Financial Corporation

   * Series 1993-1: Class B, current rating B3, under
        review for downgrade

   * Series 1993-3: Class A-7, current rating Aaa, under
        review for downgrade

   * Series 1993-4: Class A-5, current rating Aaa, under
        review for downgrade

   * Series 1994-1: Class A-5, current rating Aa2, under
        review for downgrade

   * Series 1994-2: Class A-5, current rating Aa2, under
        review for downgrade

   * Series 1994-3: Class A-5, current rating Aa2, under
        review for downgrade

   * Series 1994-4: Class A-5, current rating Aa2, under
        review for downgrade

   * Series 1994-5: Class A-5, current rating Aa2, under
        review for downgrade

   * Series 1995-3: Class B-1, current rating Ba1, under
        review for downgrade

   * Series 1995-6: Class M-1, current rating Baa2, under review
        for downgrade; Class B-1, current rating B1, under review
        for downgrade

   * Series 1996-2: Class M-1, current rating B1, under review
        for downgrade

   * Series 1996-3: Class M-1, current rating B2, under review
        for downgrade

   * Series 1996-4: Class M-1, current rating B3, under review
        for downgrade

   * Series 1996-5: Class M-1, current rating B3, under review
        for downgrade

   * Series 1997-7: Class M-1, current rating B3, under review
        for downgrade

   * Class 1998-1: Class M-1, current rating B3, under review for
        downgrade

   * Class 1998-2: Class A-6, current rating Baa3, under review
        for downgrade

   * Class 1998-4: Class A-5, current rating Baa3, under review
        for downgrade; Class A-6, current rating Baa3, under
        review for downgrade; Class A-7, current rating Baa3,
        under review for downgrade; Class M-1, current rating
        Caa2, under review for downgrade

   * Class 1998-5: Class A-1, current rating Baa3, under review
        for downgrade; Class M-1, current rating Caa1, under
        review for downgrade

   * Class 1998-7: Class A-1, current rating Baa3, under review
        for downgrade; Class M-1, current rating B3, under review
        for downgrade; Class M-2, current rating Caa2, under
        review for downgrade

   * Class 1998-8: Class A-1, current rating Baa3, under review
        for downgrade; Class M-1, current rating B3, under review
        for downgrade; Class M-2, current rating Ca, under review
        for downgrade

   Issuer: Conseco Finance Securitization Corporation

   * Series 1999-6: Class A-1, current rating B3, under review
        for downgrade; Class M-1, current rating Ca, under review
        for downgrade

   * Series 2000-6: Class A-5, current rating Ba1, under review
        for downgrade; Class M-1, current rating Caa2, under
        review for downgrade

   * Series 2001-1: Class A-5, current rating Ba1, under review
        for downgrade; Class M-1, current rating Caa2, under
        review for downgrade

   * Series 2001-2: Class A-IO, current rating Baa3, under review
        for downgrade; Class M-1, current rating B2, under review
        for downgrade

   * Series 2001-3: Class A-4, current rating Ba1, under review
        for downgrade; Class M-1, current rating Caa2, under
        review for downgrade

   * Series 2001-4: Class A-4, current rating Ba1, under review
        for downgrade

   * Series 2002-1: Class A-1, current rating A1, under review
        for downgrade; Class M-1-A, current rating Ba1, under
        review for downgrade; Class M-1-F, current rating Ba1,
        under review for downgrade; Class M-2, current rating
        Ba3, under review for downgrade; Class B-1, current
        rating Caa2, under review for downgrade

   * Series 2002-2: Class M-1, current rating Ba1, under review
        for downgrade; Class M-2, current rating B3, under review
        for downgrade; Class B-1, current rating Caa2, under
        review for downgrade; Class B-2, current rating Ca, under
        review for downgrade.


CONSOL ENERGY: Moody's Lifts Corporate Family Rating to Ba2
-----------------------------------------------------------
Moody's Investors Service upgraded CONSOL Energy's corporate
family rating to Ba2 from Ba3 and affirmed the Ba2 senior secured
rating.  The upgrade recognizes the significant improvement in
CONSOL's operating performance and cash flow over the past three
years and reflects Moody's view that CONSOL should continue to
improve its debt coverage metrics in 2006 as it benefits from
continued strong coal and natural gas markets and higher
production of coal.

Although cost pressures are likely to continue in 2006 due to
higher costs for materials and energy, the improved coal price
environment and tight supply situation should contribute to CONSOL
achieving better realized margins.  However, the rating also
reflects the volatile nature of the coal mining business, the
increasingly large capital expenditure levels that may constrain
CONSOL's free cash flow, and the company's high level of OPEB,
workers' compensation and reclamation liabilities.  The rating
outlook is stable.

Upgrades:

   Issuer: CONSOL Energy Inc.

   * Corporate Family Rating, Upgraded to Ba2 from Ba3

The key rating factors currently influencing CONSOL's rating and
outlook are:

   1) Reserves: CONSOL benefits from extensive reserves with a
      key position in the Northern Appalachia region.  At
      Dec. 31, 2005, CONSOL's proven and probable coal reserves
      totaled 4.5 billion tons.  In addition, CONSOL's 81.5%-
      owned subsidiary, CNX Gas, has 1.1 trillion cubic feet of
      proved gas reserves.

   2) Cost Efficiency and Profitability: Moody's expects the two
      key return measurements of EBIT Margin and ROA to remain
      robust over the next two years.  However, the other
      liabilities to equity measure reflects a very high level of
      legacy liabilities and this will continue to weigh on the
      rating.

   3) Financial Policies: The significant improvement in both the
      debt to EBITDA and debt to capitalization ratios should not
      deteriorate over the next few years as the company's
      earnings base should remain strong.

   4) Financial Strength: CONSOL's interest coverage and cash
      from operations minus dividends to debt ratios are solid
      and indicate ratings in the A range under Moody's mining
      methodology.  However, the ratio of free cash flow to debt
      is neagtive and is one of the key factors that has held
      back the rating of CONSOL.

   5) Business Diversity and Size: CONSOL is the second largest
      US coal company in terms of revenue and its diversity and
      earnings benefit strongly from its significant coalbed
      methane operations.

The stable outlook reflects CONSOL's strong reserve position,
favorable cost position, stable long term demand for coal and
Moody's view that coal markets should remain robust over the next
two years.  The stable outlook also reflects the earnings and cash
flow contribution from CNX Gas and the coalbed methane operations.

An increase in rating is possible if CONSOL demonstrates the
ability to consistently generate free cash flow to debt in the
range of 5% to 6%, and other liabilities to equity of 125% or
less.  The rating is unlikely to be lowered in the near term given
the company's anticipated performance over the next two years.
However, the rating could be lowered if the leverage and debt
protection measurements weaken considerably from strong levels,
which is most likely to occur if the company experiences a
sustained period of lower coal prices or higher operating costs or
if its production falls short of targeted levels.

Headquartered in Pittsburgh, Pennsylvania, CONSOL had sales of
$3.4 billion in 2005.


CORE-MARK: Lenders Waive Defaults on $250 Million Credit Agreement
------------------------------------------------------------------
On March 29, 2006, Core-Mark Holding Company (Nasdaq: CORE)
received a confirmatory waiver from the requisite lenders under
its $250 million Revolving Credit Agreement waiving certain
potential defaults and failures of conditions to borrowing
resulting from Core-Mark's recently reported restatement of
previously issued financial statements.

While the Company does not believe it was in default, it obtained
the waiver in order to remove any possible doubt.  "We are very
appreciative of our bankers' efforts to get this waiver in place,"
said Michael Walsh, Chief Executive Officer of Core-Mark.

On March 31, 2006 the Company filed a Form 12b-25 application to
extend the filing deadline for the Company's annual report for
2005 on Form 10-K to April 17, 2006.  As discussed in the Form
12b-25 application, the Company needs to delay the filing of the
Form 10-K due to a previously disclosed need to restate financial
statements for prior periods and to allow time for management to
assess the effect, if any, of eleven material weaknesses in the
Company's control over financial reporting on financial statements
for prior periods.

In the form 12b-25 application, the Company disclosed that the
Company's consolidated results of operations for 2005 would vary
significantly from 2004.  For 2004, due to its emergence from
bankruptcy in August 2004, the Company's financial statements
are divided into portions:  the period from Jan. 1, 2004 to
Aug. 22, 2004 (Predecessor Company), and the period from Aug. 23
to Dec. 31, 2004 (Successor Company).  Due to fresh-start
accounting applied with differing effect to the Predecessor
Company and Successor Company periods, the combined 2004 results
should not be taken as indicative of the Company's historical
results.

The Company expects that net income for 2005 will be approximately
$14.5 million, compared to a total of $55.8 million in 2004
($50.7 million for the Predecessor Company and $5.1 million (as
restated) for the Successor Company).  Net income for 2004 for the
Predecessor Company included a net gain of $66.1 million on
discharge of pre-petition debt.  The Company currently expects
that income from operations for 2005 will be approximately
$44.3 million, compared to $24.5 million (as restated) for 2004.
The $24.5 million for 2004 is comprised of $12.7 million (as
restated) for the Successor Company and $11.8 million for the
Predecessor Company.

In 2005, the Company's results benefited from insurance payments
and receivable-related recoveries totaling approximately
$3.9 million and from a reduction in workers' compensation,
general and auto insurance liability accrual requirements,
resulting in expense reductions totaling approximately
$8.5 million.  The Company is currently in the process of
finalizing its 2005 Annual Report on Form 10-K and accordingly
the foregoing results are preliminary and subject to potential
adjustment.

                         About Core-Mark

Based in San Francisco, California, Core-Mark Holding Corp. --
http://www.core-mark.com/-- is one of the largest broad-line,
full-service wholesale distributors of packaged consumer products
to the convenience retail industry in North America.  Founded in
1888, Core-Mark provides distribution and logistics services as
well as marketing programs to over 19,000 retail locations in 38
states and five Canadian provinces through 24 distribution
centers, two of which Core-Mark operates as a third party
logistics provider.  Core-Mark services traditional convenience
retailers, grocers, drug, liquor and specialty stores, and other
stores that carry consumer packaged goods.


CREDIT SUISSE: DBRS Puts Low-B Ratings on Two Certificate Classes
-----------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the Home
Equity Pass-Through Certificates, Series 2006-3 issued by Credit
Suisse First Boston Mortgage Securities Corp. Home Equity Asset
Trust 2006-3:

   * $525.0 million, Class 1-A-1 -- New Rating AAA
   * $345.0 million, Class 2-A-1 -- New Rating AAA
   * $90.0 million, Class 2-A-2 -- New Rating AAA
   * $101.0 million, Class 2-A-3 -- New Rating AAA
   * $70.9 million, Class 2-A-4 -- New Rating AAA
   * $50, Class P -- New Rating AAA
   * $25, Class R -- New Rating AAA
   * $25, Class R-II -- New Rating AAA
   * $48.3 million, Class M-1 -- New Rating AA (high)
   * $43.4 million, Class M-2 -- New Rating AA (high)
   * $25.9 million, Class M-3 -- New Rating AA
   * $22.4 million, Class M-4 -- New Rating AA (low)
   * $22.4 million, Class M-5 -- New Rating A (high)
   * $20.3 million, Class M-6 -- New Rating A
   * $18.2 million, Class M-7 -- New Rating A (low)
   * $14.7 million, Class M-8 -- New Rating BBB (high)
   * $7.0 million, Class B-1 -- New Rating BBB (high)
   * $7.0 million, Class B-2 -- New Rating BBB
   * $14 million, Class B-3 -- New Rating BBB (low)
   * $9.8 million, Class B-4 -- New Rating BB (high)
   * $4.2 million, Class B-5 -- New Rating BB

The AAA ratings on the class 1-A-1, 2-A-1, R, and R-II
Certificates reflect 19.15% of credit enhancement provided by the
subordinate classes, initial overcollateralization, and monthly
excess spread.  The AA (high) ratings on Class M-1 and Class M-2
reflect 15.70% and 12.60% of credit enhancement, respectively. The
AA rating on Class M-3 reflects 10.75% of credit enhancement. The
AA (low) rating on Class M-4 reflects 9.15% of credit enhancement.
The A (high) rating on Class M-5 reflects 7.55% of credit
enhancement.  The "A" rating on Class M-6 reflects 6.10% of credit
enhancement.  The A (low) rating on Class M-7 reflects 4.80% of
credit enhancement.  The BBB (high) ratings on Class M-8 and Class
B-1 reflect 3.75% and 3.25% of credit enhancement, respectively.
The BBB rating on Class B-2 reflects 2.75% of credit enhancement.
The BBB (low) rating on Class B-3 reflects 1.75% of credit
enhancement.  The BB (high) rating on Class B-4 reflects 1.05% of
credit enhancement.  The BB rating on Class B-5 reflects 0.75% of
credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of Wells Fargo Bank,
National Association and Select Portfolio Servicing, Inc., as
Servicers.  U.S. Bank National Association will act as Trustee.
In addition, the certificates will also be entitled to the
benefits of an interest rate swap with Credit Suisse
International.  The Trust will pay a fixed payment at 5.085% per
annum to the Swap Provider in exchange for a floating payment at
one-month LIBOR on declining swap notional.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th of each month commencing in April
2006.  Interest will be first paid to the Senior Certificates,
followed by interest payments to the subordinate classes.  Until
the step-down date, principal collected will be paid exclusively
to the Senior Certificates unless each of such classes has been
paid down to zero.  After the step-down date, and provided that
certain performance tests have been met, principal payments will
be distributed among the certificates of all classes on a pro rata
basis.  In addition, provided that certain performance tests have
been met, the level of overcollateralization may be allowed to
step down to 1.50% of the then-current balance of the mortgage
loans.  On the closing date, the depositor will deposit
approximately $98,748,148 into a segregated Pre-Funding Account,
which the Trust will use to buy additional mortgage loans from the
depositor on or prior to June 24, 2006.

The mortgage loans in the Underlying Trust were originated or
acquired primarily by Wells Fargo Bank, National Association,
Decision One Mortgage Company, LLC, and Encore Credit Corporation.
As of the cut-off date, Loan Group I has an initial aggregate
principal balance of $604,898,109, the weighted average mortgage
rate is 7.68%, the weighted average FICO is 628, and the weighted
average original loan-to-value ratio is 80.8%.  Loan Group II has
an initial aggregate principal balance of $696,353,843, the
weighted average mortgage rate is 7.70%, the weighted average FICO
is 627, and the weighted average OLTV ratio is 80.0%.


CWALT INC: Fitch Rates $2.1 Million Class B-4 Certificates at B
---------------------------------------------------------------
Fitch rated CWALT, Inc.'s mortgage pass-through certificates,
Alternative Loan Trust 2006-9T1 as:

   -- $498.5 million classes A-1 through A-16, X, PO and A-R
      certificates (senior certificates) 'AAA'

   -- $14.1 million class M certificates 'AA'

   -- $5.5 million class B-1 certificates 'A'

   -- $3.9 million class B-2 certificates 'BBB'

   -- $2.9 million class B-3 certificates 'BB'

   -- $2.1 million class B-4 certificates 'B'

The 'AAA' rating on the senior certificates reflects the:

   * 5.75% subordination provided by the 2.65% class M;
   * 1.05% class B-1;
   * 0.75% class B-2;
   * 0.55% privately offered class B-3;
   * 0.40% privately offered class B-4; and
   * 0.35% privately offered class B-5 (not rated by Fitch).

Classes M, B-1, B-2, B-3 and B-4 are rated 'AA', 'A', 'BBB', 'BB'
and 'B' based on their respective subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also
reflects:

   * the quality of the underlying mortgage collateral;

   * strength of the legal and financial structures; and

   * the master servicing capabilities of Countrywide Home Loans
     Servicing LP (Countrywide Servicing), rated 'RMS2+' by Fitch,
     a direct wholly owned subsidiary of Countrywide Home Loans,
     Inc. (CHL).

The certificates represent an ownership interest in a group of 30-
year conventional, fully amortizing mortgage loans.  The pool
consists of 30-year fixed-rate mortgage loans totaling
$480,359,919 as of the initial cut-off date, March 1, 2006,
secured by first liens on one-to four-family residential
properties.  The mortgage pool, as of the initial cut-off date,
demonstrates an approximate weighted-average original loan-to-
value ratio of 74.28%.  The weighted average FICO credit score is
approximately 701.  The average loan balance is $616,637.  Cash-
out refinance loans represent 42.90% of the mortgage pool and
second homes 5.80%.  The states that represent the largest portion
of mortgage loans are:

   * California (40.70%),
   * New York (8.20%), and
   * Florida (6.05%).

Approximately 35.67% and 64.33% were originated under CHL's
Standard Underwriting Guidelines and Expanded Underwriting
Guidelines, respectively.  Mortgage loans underwritten pursuant to
the Expanded Underwriting Guidelines may have higher loan-to-value
ratios, higher loan amounts, higher debt-to-income ratios and
different documentation requirements than those associated with
the Standard Underwriting Guidelines.  In analyzing the collateral
pool, Fitch adjusted its frequency of foreclosure and loss
assumptions to account for the presence of these attributes.

CWALT purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


DELPHI CORP: Panel Seeks to Conduct Rule 2004 Probe on GM
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Delphi
Corporation asks the U.S. Bankruptcy Court for the Southern
District of New York to compel General Motors Corporation to
produce certain documents.  The Committee seeks to obtain
documents related to the property and liabilities of Delphi
Corporation.

Robert J. Rosenberg, Esq., at Latham & Watkins LLP, in New York,
tells Judge Drain that the Committee wants to understand GM's
claims against the Debtors, as well as the Debtors' claims
against GM.  While the Debtors have been cooperative in keeping
the Committee generally apprised, they have been constrained by
limitations put upon them by GM, Mr. Rosenberg relates.

Mr. Rosenberg says that even a cursory examination of the record
in the Debtors' Chapter 11 cases demonstrates how intertwined GM
and the Debtors are, and how the claims that each may have
against the other are integral to the outcome of the Chapter 11
cases.

Although GM claims it is the largest unsecured creditor, the
Committee needs to determine whether GM is actually an unsecured
creditor at all, Mr. Rosenberg explains.  Each claim identified
by GM is either contingent or unliquidated, subject to
subordination or recharacterization, or otherwise subject to
challenge on its merits, Mr. Rosenberg notes.  In addition, the
manner in which GM's spin-off of Delphi was effected, as well as
the continuing post-Spin-Off relationships, may give rise to
claims that the Debtors can assert against GM, which could both
affect the amount and priority of any claims asserted by GM as
well as provide the Debtors with a substantial affirmative
recovery from GM.

Mr. Rosenberg points out that GM's participation in and
contribution to the negotiation and resolution of union and
legacy liability issues, claim reconciliations, future business
plans, and other vital aspects of the Chapter 11 cases will be
critical to the ultimate returns to the Debtors' creditors and to
the ultimate resolution of the Chapter 11 cases.  In fact, Mr.
Rosenberg notes, the sheer size and nature of the purported
claims that GM asserts against the Debtors make the resolution of
those claims alone a critical aspect of the ultimate outcome of
the Debtors' Chapter 11 cases.

With this in mind, the Committee has repeatedly sought to engage
GM in active discussions, and has worked to gather information
from and about GM, Mr. Rosenberg relates.  However, those efforts
have proven fruitless, as GM has refused to provide any
information.  Most critical, Mr. Rosenberg asserts, is GM's
absolute refusal even to discuss with the Committee, much less
voluntarily provide information regarding, the ongoing
negotiation among GM, the Debtors and the UAW.

"It is crucial that the Committee obtain discovery immediately,"
Mr. Rosenberg asserts.

The Committee, if it is to fulfill its fiduciary duties, cannot
be left first seeking discovery after a deal has been announced
and a motion seeking its approval has been filed.  Mr. Rosenberg
argues that the issues are simply too complicated and the
implications too all-encompassing for the Committee to have only
the two weeks available to it to seek discovery, review the reams
of information that GM at that point would finally provide, and
to evaluate and respond to the motion.

According to Mr. Rosenberg, it is likely that as part of on-going
negotiation GM will seek to use the largest possible purported
claim against the Debtors as the quid pro quo for any
contribution.  The Committee is the party with the greatest
incentive to reduce the GM claim.  Thus, the possibility of an
imminent labor deal means that the Committee must be able to
analyze immediately all of GM's relationships with the Debtors to
be able adequately to reach a position on GM's claims against
Delphi and Delphi's claims against GM.

Specifically, the Committee seeks documents from GM related to
and in connection with the Debtors' labor, pension, and non-
pension post-retirement employee benefit obligations, the Spin-
Off, the on-going business relationships between GM and the
Debtors, and the various claims and potential claims asserted by
GM.

The Wall Street Journal reports that hedge-fund manager David
Tepper of Appaloosa Management LP is also gearing up to challenge
GM's potential claims.

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


DELPHI CORP: Taps Ernst & Young as Independent Auditors
-------------------------------------------------------
Delphi Corporation asks the U.S. Bankruptcy Court for the Southern
District of New York for permission to employ Ernst & Young LLP as
their independent auditors, nunc pro tunc to Jan. 1, 2006.

Ernst & Young will provide accounting, tax, and other audit-
related services consistent with the rules and regulations of the
Securities and Exchange Commission and the Public Company
Accounting Oversight Board in the Debtors' Chapter 11 cases.

As reported in the Troubled Company Reporter on Jan. 16, 2006, the
Debtors sought and obtained the Court's permission to retain Ernst
& Young LLP as their Sarbanes-Oxley, valuation and tax services
providers.  John D. Sheehan, Delphi Corp. vice president and chief
restructuring officer, relates that Ernst & Young completed all of
the services under prior engagement letters in December 2005.

All of the services provided under the Prior Engagement Letters
involved the review of and assistance in assessing internal
controls over financial reporting and tax services as applied to
transactions and events during 2005.  Mr. Sheehan clarifies that
Ernst & Young has not been involved and will not be involved in
providing any of these services during 2006.

As independent auditors, E&Y will:

   (a) perform an audit of Delphi Corporation's consolidated
       financial statements and its internal control over
       financial reporting, including auditing and reporting on
       the consolidated financial statements of the Debtors for
       the year ending December 31, 2006;

   (b) audit and report on management's assessment of the
       effectiveness of internal control over financial reporting
       and on the effectiveness of internal control over
       financial reporting as of December 31, 2006; and

   (c) review the Debtor's unaudited interim financial
       information before the Debtors file their Form 10-Q; and

   (d) as and when requested by the Debtors from time to time,
       provide accounting advisory and research services in
       connection with various accounting matters.

In addition to Audit Services, E&Y will provide tax services to
the Debtors.  The Debtors will identify tax services that they
want to be performed by E&Y.  E&Y will authorize the performance
of those services on a project-by-project basis.  E&Y will not
provide any tax service to the Debtors until those services have
been approved by the Debtors' audit committee.

In connection with the tax services, Ernst & Young will:

   (a) advise and assist the Debtors on the federal, state, and
       local income tax consequences of proposed plans of
       reorganization, including, if necessary, assistance in the
       preparation of IRS ruling requests regarding the tax
       consequences of alternative reorganization structures;

   (b) prepare "Section 382 calculations" and apply the
       appropriate federal, state, and local tax law to historic
       information regarding changes in ownership of the Delphi's
       stock to calculate whether any of the shifts in stock
       ownership may have caused an ownership change that will
       restrict the use of tax attributes and the amount of any
       limitation;

   (c) through analysis of the information contained in historic
       tax returns and other relevant records of the company and
       application of relevant consolidated tax return rules,
       prepare calculations and apply the appropriate federal,
       state, and local tax law to determine the tax asset and
       stock basis and deferred inter-company transactions and
       other consolidated return issues for each legal entity in
       the company's U.S. tax group, and identify major deferred
       inter-company transactions, excess loss accounts, etc.;

   (d) prepare calculations and apply the appropriate federal,
       state, and local tax law to determine the amount of tax
       attribute reduction related to debt cancellation income;

   (e) provide analysis of the federal, state, and local tax
       treatment governing the timing of deductions of plant shut
       down, severance, and other costs incurred as the company
       rationalizes its operations, including tax return
       disclosure, and presentation;

   (f) provide analysis of the federal, state, and local tax
       treatment of the costs and fees incurred by the Debtors in
       connection with the bankruptcy cases, including tax return
       disclosure and presentation;

   (g) provide analysis of the federal, state, and local tax
       treatment of interest and financing costs related to debt
       subject to the automatic stay, and new debt incurred as
       the Debtors emerge from bankruptcy, including tax return
       disclosure and presentation;

   (h) provide analysis of the federal, state, and local tax
       consequences of restructuring and rationalization of
       inter-company accounts;

   (i) provide analysis of the federal, state, and local tax
       consequences of proposed dispositions of assets during
       bankruptcy, including tax return disclosure and
       presentation;

   (j) provide analysis of the federal, state, and local tax
       consequences of restructuring the U.S. or worldwide
       corporate groups during bankruptcy, including tax return
       disclosure and presentation;

   (k) provide analysis of the federal, state, and local tax
       consequences of potential bad debt and worthless stock
       deductions, including tax return disclosure and
       presentation; and

   (l) provide analysis of the federal, state, and local tax
       consequences of employee benefit plans.

Ernst & Young will also provide the company with tax advice and
assistance concerning issues as requested by the company's tax
department.

                         Fees & Expenses

For the Audit Services, the Debtors will pay Ernst & Young a
fixed domestic fee of $7,500,000 plus expenses.  The Debtors and
Ernst & Young have agreed that Ernst & Young may submit invoices
for the Audit Services in accordance with this schedule:

              Date                         Amount
              ----                         ------
              March 2006               $3,000,000
              August 2006              $3,000,000
              January 2007             $1,500,000

For the Additional Accounting Advisory Services, the Debtors will
pay Ernst & Young pursuant to these standard hourly rates:

             Partner                        $525 - $750
             Senior Manager                 $400 - $625
             Manager                        $300 - $470
             Senior                         $220 - $375
             Staff                          $125 - $200
             Client Service Associate        $75 - $125

Kevin F. Asher, a member of the firm, assures the Court that
Ernst & Young and its professionals are "disinterested persons,"
as that term is defined in Section 101(14) of the Bankruptcy
Code, and are otherwise eligible to be retained under Section
327(a) of the Bankruptcy Code.

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


DELPHI CORP: Wants July 31 Set as General Claims Bar Date
---------------------------------------------------------
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, tells Judge Drain that to develop
a comprehensive, viable plan of reorganization, Delphi Corporation
will require complete and accurate information regarding the
nature, amount, and status of all claims filed against them.

To this end, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to set July 31, 2006, as the
deadline for filing proofs of claim in their Chapter 11 cases.

The Debtors further ask the Court to:

   (a) establish the later of (i) the General Bar Date or (ii) 30
       calendar days after a claimant is served with notice that
       the Debtors have amended their Schedules of Asset and
       Liabilities and Statements of Financial Affairs reducing,
       deleting, or changing the status of a scheduled claim of
       the claimant, as the bar date for filing a proof of claim
       in respect of the amended scheduled claim; and

   (b) establish the later of (i) the General Bar Date or (ii) 30
       calendar days after the effective date of any order
       authorizing the rejection of an executory contract or
       unexpired lease as the bar date by which a proof of claim
       relating to the Debtors' rejection of the contract or
       lease must be filed; and

   (c) approve the Debtors' proposed form and manner of notice of
       the Bar Date.

The Debtors will send notices of the Bar Date no later than April
20, 2006, which will give parties-in-interest more than three
months after receipt of the Bar Date Notice to file proofs of
claim.

According to Mr. Butler, the Debtors intend to complete their
U.S.-based restructuring and emerge from Chapter 11 in early to
mid 2007.  The Debtors believe that establishing the Bar Date at
this stage in their Chapter 11 cases will facilitate the
accomplishment of that goal.

                  Who May File Proofs of Claim

The Bar Dates would apply to all persons and entities holding
claims against the Debtors that arose prior to the Petition Date,
Mr. Butler says.

Specifically, any person or entity whose claim is listed as
"disputed," "contingent," or "unliquidated" in the Schedules and
Statements and wants to share in any distribution should file a
proof of claim by the Bar Date.

Furthermore, any person or entity, which believes that its claim
is improperly classified in the Schedules or listed in an
incorrect amount, and wants to correct that error, should also
file a proof of claim by the Bar Date.

The Bar Date would also apply to any person or entity whose claim
is not listed in the Schedules.

Section 502(b)(9) of the Bankruptcy Code provides that
governmental units will have 180 days after the Petition Date or
the later time as the Bankruptcy Rules may provide, to file
proofs of claim.  Accordingly, the Debtors propose that the
General Bar Date be established as the bar date for all
governmental units holding or wishing to assert a Claim in their
cases.

Mr. Butler clarifies that these parties need not file a proof of
claim:

   (a) Any Person or Entity (i) which agrees with the nature,
       classification, and amount of its Claim set forth in the
       Schedules and (ii) whose Claim against a Debtor is not
       listed as "disputed," "contingent," or "unliquidated" in
       the Schedules;

   (b) Any Person or Entity that has already properly filed a
       proof of claim against the correct Debtor;

   (c) Any Person or Entity that asserts a Claim allowable under
       Sections 503(b) and 507(a)(1) of the Bankruptcy Code as an
       administrative expense of the Debtors' Chapter 11 cases;

   (d) Any Person or Entity that asserts a Claim solely on the
       basis of future pension or other post-employment benefits,
       including, without limitation, retiree health care and
       life insurance; provided, however, that any Person or
       Entity that wishes to assert a Claim against any of the
       Debtors based on anything other than future pension or
       other post-employment benefits must file a proof of claim
       on or prior to the General Bar Date;

   (e) Any Debtor or any direct or indirect subsidiary of any of
       the Debtors in which the Debtors in the aggregate directly
       or indirectly own, control, or hold with power to vote, 50
       percent or more of the outstanding voting securities of
       the subsidiary;

   (f) Any Person or Entity whose Claim against a Debtor
       previously has been allowed by, or paid pursuant to, a
       Court order;

   (g) Any holder of a Claim, excluding the indenture trustees,
       arising under or in respect of any issuances of these
       Delphi Corporation senior unsecured debt:

       (1) securities bearing interest at 6.55% and maturing on
           June 15, 2006;

       (2) securities bearing interest at 6.50% and maturing on
           May 1, 2009;

       (3) securities bearing interest at 6.50% and maturing on
           August 15, 2013;

       (4) securities bearing interest at 7.125% and maturing on
           May 1, 2029;

       (5) 8.25% junior subordinated notes due 2033; or

       (6) adjustable-rate junior subordinated notes due 2033,

   (h) Any holder of equity securities of or other interest.

Mr. Butler states that any Noteholder or equity interest holder
that wishes to assert a Claim against any of the Debtors that is
not based solely on its ownership of the Debtors' securities may
file a proof of claim on or prior to the General Bar Date.

For any Proof of Claim Form to be validly and properly filed, the
original must either be mailed or delivered to:

    United States Bankruptcy Court,
    Southern District of New York,
    Delphi Corporation Claims,
    Bowling Green Station,
    P.O. Box 5058, New York,
    New York 10274-5058

    or

    United States Bankruptcy Court,
    Southern District of New York,
    Delphi Corporation Claims,
    One Bowling Green, Room 534,
    New York, New York 10004-1408.

Proofs of claim must (a) be signed, (b) include supporting
documentation or an explanation as to why documentation is not
available, (c) be written in the English language, and (d) be
denominated in United States currency.

All Persons and Entities which wish to assert Claims against more
than one Debtor be required to file a separate proof of claim
with respect to each Debtor.

Any Person or Entity which is required to file a proof of claim
but which fails to do so in a timely manner will be forever
barred, estopped, and enjoined from asserting any Claim against
the Debtors and voting upon, or receiving distributions under,
any plan or plans of reorganization in their cases in respect of
an Unscheduled Claim.

                          Notice Parties

Kurtzman Carson Consultants, LLC, the noticing and claims agent
appointed in the Debtors' Chapter 11 cases, will send the Bar
Dates Notice including a proof of claim form by first class U.S.
mail, postage prepaid, to:

     (i) the United States Trustee;

    (ii) counsel to each official committee;

   (iii) all Persons or Entities which have requested notice of
         the proceedings in the Chapter 11 cases;

    (iv) all Persons or Entities which have filed claims in the
         Chapter 11 cases;

     (v) all creditors and other known holders of claims as of
         the date of this Order, including all persons or
         entities listed in the Schedules as holding Claims;

    (vi) all parties to executory contracts and unexpired leases
         of the Debtors;

   (vii) all parties to litigation with the Debtors;

  (viii) the Philadelphia office of the Internal Revenue Service,
         the Northeast Regional Office of the Securities and
         Exchange Commission, the United States attorney for the
         Southern District of New York, any other department,
         agency, or instrumentality of the United States through
         which the Debtors became indebted for debt other than
         taxes, and any other governmental units as required by
         Rule 2002(j) of the Federal Rules of Bankruptcy
         Procedure; and

    (ix) all known Persons and Entities holding potential
         prepetition Claims.

                        Publication Notice

The Debtors believe that it is necessary to provide notice of the
Bar Dates to Persons and Entities whose names and addresses are
unknown to them.  The Debtors also want to provide supplemental
notice to known holders of Claims.

Accordingly, the Debtors propose to give notice of the Bar Date
Notice by:

   (a) publication in The New York Times (national edition), The
       Wall Street Journal (national, European, and Asian
       editions), USA Today (worldwide), the Automotive News
       (national edition), and in local editions of various other
       publications; and

   (b) electronically through posting on the Delphi legal
       information Web site -- http://www.delphidocket.com

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


DESTINY OPPORTUNITIES: Hires Jon Musial as Bankruptcy Counsel
-------------------------------------------------------------
Destiny Opportunities, Inc., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Arizona to employ
Jon S. Musial, Esq., as its bankruptcy counsel.

Mr. Musial is expected to:

    * assist the Debtor in the finalization of the bankruptcy
      petition and related documents,

    * assist the Debtor in the administration of its estate,

    * assist the Debtor in litigation,

    * represent the Debtor in connection with bankruptcy issues
      involving the negotiations with its secured creditors and
      refinancing for payment of creditors in connection with a
      plan, and

    * assist the Debtor on any other matters relating to the
      conduct of the Debtor's affairs.

Mr. Musial tells the Court that he will bill $200 per hour for
this engagement.

Mr. Musial discloses that he also represents an "affiliate",
Sunrise International, LLC, in its bankruptcy proceeding currently
pending at the U.S. Bankruptcy Court for the District of Arizona
(Case No. 05-9335).  Mr. Musial relates that Sunrise is not a
creditor of the Debtor, and believes that his representation of
Sunrise does not constitute a conflict or have an impact on the
Debtor's bankruptcy proceedings.

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

Headquartered in Scottsdale, Arizona, Destiny Opportunities, Inc.,
filed for chapter 11 protection on Mar. 9, 2006 (Bankr. D. Ariz.
Case No. 06-00593).  Jon S. Musial, Esq., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed assets totaling $10,200,500 and
debts totaling $1,197,314.


DESTINY OPPORTUNITIES: Section 341(a) Meeting Set for April 25
--------------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of Destiny
Opportunities, Inc.'s creditors at 5:00 p.m., on April 25, 2006,
at the U.S. Trustee Meeting Room, 230 North First Avenue, Suite
102, in Phoenix, Arizona.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Scottsdale, Arizona, Destiny Opportunities, Inc.,
filed for chapter 11 protection on Mar. 9, 2006 (Bankr. D. Ariz.
Case No. 06-00593).  Jon S. Musial, Esq., represents the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed assets totaling $10,200,500 and
debts totaling $1,197,314.


DOLE FOOD: Debt Refinancing Cues Moody's to Junk Shelf Ratings
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to new senior
secured credit facilities for Dole Food Company, Inc., and Dole's
wholly owned subsidiary -- Solvest, Ltd. -- under an unconditional
secured guarantee from Dole.  Moody's also affirmed Dole's B1
corporate family rating, as well as the Ba3 rating on Dole's and
Solvest's existing senior secured debt.  The ratings on existing
Dole senior unsecured notes were downgraded to B3 from B2.  The B3
rating on second lien debt at Dole Holding Company, LLC was
affirmed.  The outlook is negative.  The action comes as Dole is
refinancing existing credit facilities with new facilities.

Ratings Assigned:

   Issuer: Dole Food Company, Inc.

   * $175 million senior secured 7-year term loan at Ba3
   * $50 million senior secured 7-year pre-funded letter of
        credit facility at Ba3

   Issuer: Solvest, Ltd.

   * $700 million senior secured 7-year term loan at Ba3
   * $50 million senior secured 7-year pre-funded letter of
        credit facility at Ba3

Ratings Affirmed:

   Issuer: Dole Holding Company, LLC

   * Corporate family rating at B1, to be reassigned to Dole Food
        Company, Inc. at closing
   * $150 million senior secured 2nd lien term loan at B3

   Issuer: Dole Food Company, Inc.

   * $150 million senior secured revolving credit facility at Ba3

   Issuer: Solvest, Ltd.

   * $150 million multi-currency revolving credit at Ba3
   * $306 million senior secured term loan A at Ba3
   * $392 million senior secured term loan B at Ba3

Ratings Downgraded:

   Issuer: Dole Food Company, Inc.

   * Senior unsecured notes to B3 from B2
   * Senior unsecured shelf to (P)Caa1 from (P)B3
   * Senior subordinated shelf to (P)Caa2 from (P)Caa1
   * Junior subordinated shelf to (P)Caa2 from (P)Caa1

Outlook to negative from stable.

Moody's will not rate a new $325 million asset backed revolving
credit facility.  Moody's will withdraw its ratings on the
existing revolving credits and term loans of Dole Foods, Dole
Holding Company, and Solvest when the new facilities are closed.

Proceeds from the new asset based revolver, term loan, and letter
of credit facilities are intended to refinance Dole's and
Solvest's existing credit facilities.  Proceeds will also be used
to directly refinance a $150 million non-recourse term loan at
Dole's direct parent, Dole Holdings.

Moody's considered Dole's ratings in the context of the key rating
drivers cited in Moody's Rating Methodology for Global Natural
Product Processors.  Qualitative elements of Dole's business
franchise are quite strong, and reflect the profile of a low
investment grade credit.  However, Dole's credit metrics are very
weak -- particularly in light of its earnings volatility -- and
pull the overall corporate family rating down well into the non-
investment grade range.  Moody's also notes that Dole remains
weakly positioned within the B1 category.

(1) Scale and diversification

With 2005 sales of $5.8 billion, Dole is one of the largest and
most diversified fresh fruit and produce companies in the world.
Moody's views Dole as operating in three segments -- fresh fruit,
fresh vegetables, and packaged foods.  The company also sells
fresh flowers, although Moody's views this business as secondary
in importance.  Key products include bananas, ready-to-eat salads,
iceberg lettuce, canned and fresh pineapple, and fruit cups.  The
company sells product in over 90 countries, with a majority of
sales into developed markets.  Product sales are spread
geographically.  Raw material sourcing is also diverse with less
than half of raw materials coming from any single region -- with
Latin America being the largest.

(2) Franchise strength and growth potential

Dole's has created a strong franchise over the years, with
excellent brand recognition wordwide, as well as strong market
shares in key markets.  The company holds the number 1 position in
bananas in North America and Japan, as well as the number one
position in pre-cut and packaged salads in the US. Organic volume
growth has been good.  The company's global logistics
infrastructure makes it one of only a few global companies able to
provide high quality, highly perishable product to a global
customer base -- making it a key supplier to many large retailers
worldwide.  An exception to these positive attributes is Dole's
fresh flower business, where the company has been unable to
profitably extend its brand and create a successful business.

(3) Earnings and cash flow volatility

Dole's earnings and cash flow can be volatile, as seen during 2005
when EBITA declined approximately 27%.  Such volatility is due to
its exposure to commodity input costs.  And with a large portion
of operations overseas, Dole's earnings are also exposed to
exchange rating fluctuations.

(4) Cost efficiency and profitability

Dole's ratings also consider the company's recent weak operating
performance.  During 2005, Dole's reported operating income
declined almost 29% largely due to much weaker margins in their
commodity vegetable business, higher fruit costs, as well as
higher fuel and packaging costs.  Returns on assets is also low
with EBITA/average assets of below 6%.  In addition, the business'
profitability can be affected by changing international trade
regulations -- such as the recent change to the European banana
import regulations and tariffs adopted in January 2006. The
company's overseas farms can be subject to political risks, labor
issues, and litigation.

(5) Liquidity under stress

Dole's liquidity under stress has recently been pressured, but
will improve when the new asset-based revolving credit facility is
established.  Due to the volatility of Dole's earnings and cash
flows, liquidity during stressful industry downturns is a key
rating factor.  Recent poor operating performance has required
Dole to seek financial covenant relief from its banks. The new
credit facilities being established will initially contain no
maintenance financial covenants which -- if broken -- could result
in credit availability being restricted.  The asset-based revolver
does contain a springing fixed-charge-coverage test of 1:1 which
will come into effect if excess borrowing base availability falls
below $30 million, however Moody's does not expect this to occur
in the near term.

(6) Financial policy and credit metrics

Dole's financial metrics are weak for the B1 rating category.
Ratings are constrained by continued high leverage compounded by
reduced earnings and cash flow due to weaker operating
performance.  Significant off balance sheet operating leases and
unfunded pension plans further increase leverage.  Moody's also
includes in Dole's leverage a $150MM non-recourse project
financing at Dole's ultimate parent -- DHM Holdings.  Leverage
increased significantly during 2003 as part of the leveraged
buyout of Dole by its chairman, David Murdock.  Moody's expects
leverage to remain high in support of Mr. Murdock's strategic
initiatives, such as construction of a wellness center and
acquisition of other food product lines with perceived health
benefits.  At Dec. 31, 2005, Dole's debt/EBITDA was approximately
6X, with negative free cash flow.

The ratings outlook is negative.  Dole's debt has increased as the
company invested in acquisitions and working capital, and paid
cash dividends.  Yet its operating performance declined materially
in 2005, and Moody's expects 2006 to be another challenging year.
Higher fuel and packaging costs, oversupply and low prices for
commodity vegetables, and lower-than-expected profitability in its
banana business are key factors contributing to disappointing
performance.

Additionally, the uncertain impact on profitability of the changed
E.U. banana import regime as well as the event risk of penalties
resulting from Dole's involvement in an E.U. anti-competitive
practices lawsuit could result in additional charges to earnings
and a negative cash impact.  Downward rating pressure could build
if operating performance remains at current weak levels, or if
leverage increases materially -- most likely due to leveraged
acquisitions or legal settlements -- such that 3-year average
debt/EBITDA much exceeds 5.5X and exceeds 6.5X in an industry
downturn, lagging 12-month free cash flow/debt falls below 2% in a
downturn, and lagging 12-month EBIT/interest falls much below
1.25X.

A ratings upgrade is not likely over the near term given the
company's weak operating performance, high leverage levels, and
the expectation that debt-funded acquisition activity will
continue to be a part of the company's business strategy.  Over
time, however, ratings could stabilize at the B1 level if Dole is
successful in strengthening its operating performance, and is able
to reduce leverage such that 3-year average debt/EBITDA can be
sustained below 5.0X and would not exceed 6.0X in an industry
downturn, and 3-year average EBIT/Interest can be sustained above
2.0 X.

The Ba3 rating on Dole's new senior secured term loans and pre-
funded letter-of-credit issuance facility is notched up one level
from the B1 corporate family rating to reflect the priority
position in the company's capital structure as senior debt secured
by assets and benefiting from guarantees.  The new term loan and
L/C facilities at Dole will be guaranteed on a senior secured
basis by DHM Holding, Dole Holding Company, and Dole's domestic
subsidiaries.  These facilities will not be guaranteed by foreign
subsidiaries.  The term loan and L/C facility at Solvest will be
guaranteed by DHM Holding, Dole Holding Company, Dole Food
Company, and Dole's domestic and foreign subsidiaries.

The Dole term loan and L/C facility are secured by a second lien
on Dole's domestic inventory and receivables as well as a first
lien on the majority of Dole's other domestic assets.  A second
lien on the assets for which the Dole term loan and L/C lenders
hold a first lien has been granted to the asset-backed revolver
lenders.  Collateral excludes certain US manufacturing facilities
which have been -- and will remain -- unencumbered.

The term loan and L/C facility at Solvest will be secured by
assets of Solvest's subsidiaries and -- by way of the secured
guarantee -- by the same assets securing the Dole term loan and
L/C facility.  A mechanism in the credit facilities will provide
for pari passu sharing of collateral between the lenders to Dole
Food Company and the lenders to Solvest.  Asset coverage is solid,
and enterprise value covers the senior secured debt at a
reasonable multiple of EBITDA.  Foreign debt will represent about
34% of debt outstanding.

The existing revolver and term loans at Solvest are guaranteed by
DHM Holding, Dole Holding Company, Dole Food Company, and Dole's
domestic and foreign subsidiaries.  The revolver at Dole Food
Company will not be guaranteed by foreign subsidiaries.  A
mechanism in the credit facilities will provide for pari passu
sharing of collateral between the lenders to Dole Food Company and
the lenders to Solvest.

Moody's notes that unlike the existing credit facilities, the new
term loans and L/C facilities lack meaningful financial covenants
which must be maintained during the life of the facilities.
Although the facilities are secured and asset coverage is solid,
this lack of maintenance financial covenants creates the risk that
operating performance could deteriorate significantly and
collateral values erode prior to a default and prior to lenders'
having any right to take action to protect their positions.

The Ba3 rating on Dole's existing senior secured debt is notched
up one level from the B1 corporate family rating to reflect the
priority position in the company's capital base as senior debt
secured by assets and benefiting from guarantees.

Dole's B3-rated senior unsecured notes are notched down two levels
from the corporate family rating and three levels from the senior
secured ratings to reflect their effective and structural
subordination to the secured debt at Dole and Solvest.  The
notching on the unsecured notes was widened as -- in Moody's view
-- the risk profile of these securities has increased.

While contractual terms of the notes are unchanged, the absence of
maintenance financial covenants in the senior secured bank
facilities reduces the likelihood of an event of default or cross
acceleration of maturity for the notes in times of financial
deterioration and stress which might otherwise reduce the expected
loss on the notes.  The notes will have senior subordinated
guarantees from Dole's US subsidiaries but no guarantees from
Solvest or Dole's other foreign subsidiaries.  The $1.1 billion of
unsecured notes will be effectively subordinated to about $1.17
billion of secured debt, L/Cs, and capital leases, and
structurally subordinated to about $750 million of Solvest
indebtedness and L/Cs.

The B3 rating on Dole Holding Company's term loan is two notches
below Dole's senior implied rating, reflecting its junior position
in Dole's capital structure.  The term loan is secured by a second
lien on the capital stock of Dole Food Company, but is not
guaranteed by Dole Food Company or other subsidiaries.


DYNEGY INC: Earns $88 Million of Net Income in 2005
---------------------------------------------------
Dynegy Inc. (NYSE:DYN) reported net income applicable to common
stockholders of $88 million for 2005, which included net income of
$300 million for the fourth quarter 2005.  This compares to a net
loss applicable to common stockholders of $37 million for 2004,
which included a net loss of $176 million for the fourth quarter
2004.

Financial results for 2005 included a $1.1 billion pre-tax gain on
the sale of the Midstream business and $102 million in tax
benefits associated with the net reduction of a deferred tax
valuation allowance primarily related to capital loss
carryforwards realized on the sale of Midstream.  The gain and
benefit were partially offset by previously announced pre-tax
charges of $364 million related to the termination of the
Sterlington power tolling obligation and $169 million related to
the purchase of the Independence facility, which resulted in the
Independence power tolling obligations becoming intercompany
agreements.  Other 2005 pre-tax charges included legal and
settlement charges of $287 million, which largely related to the
settlement of shareholder class action litigation, asset
impairments and other charges totaling $67 million.

"2005 was a pivotal year for Dynegy in terms of completing key
self-restructuring initiatives and shifting our approach from the
resolution of legacy issues to the future where running and
growing our business is the primary focus," said Bruce A.
Williamson, Chairman and Chief Executive Officer of Dynegy Inc.
"It was also a year that saw us operate our business in a safe,
efficient and reliable manner, capitalize on near-term market
opportunities, maintain our emphasis on financial discipline, and
manage costs and capital expenditures to maximize liquidity and
financial flexibility.

"Going forward, we will continue to market our production through
a commercial strategy that emphasizes producing and selling energy
in a timely and efficient manner to meet market requirements,
while maintaining a strong balance sheet," Mr. Williamson added.
"We believe this is a proven business model that has withstood the
test of time in other commodity-cyclical energy sectors, and, when
coupled with our strong operational performance, will produce
long-term value for our company's investors as the economy
strengthens and power markets continue to recover."

                 Consolidated Interest and Taxes

Interest expense totaled $389 million in 2005, compared to
$453 million in 2004.  The decrease is primarily attributable to
lower average debt balances in 2005, resulting from the sale of
Illinois Power in September 2004 and other debt repayments in
2004, partially offset by the acquisition of the Independence
facility, increased interest rates and decreased amortization of
debt issuance costs in 2005.

The 2005 tax benefit from continuing operations of $396 million
includes a $32 million charge associated with a deferred tax
valuation allowance.  The 2004 tax benefit from continuing
operations of $172 million includes a $36 million benefit
primarily related to the release of a deferred tax valuation
allowance.  After adjusting for these items, the effective tax
rates for 2005 and 2004 were 36 percent and 39 percent,
respectively.

                            Liquidity

As of Dec. 31, 2005, Dynegy's liquidity was approximately
$1.6 billion.  This consisted of approximately $1.5 billion in
cash on hand and $71 million in unused availability under the
company's cash collateralized letter of credit facility.

On March 6, 2006 the company announced the completion of a
three-year, $400 million revolving credit facility.  The new
facility amends and restates the credit facility last amended on
Oct. 31, 2005, and eliminates the requirement to cash
collateralize the facility.  The new credit facility, which is
undrawn, is available for letters of credit and general corporate
purposes.  As of March 7, 2006, after also reflecting the
announced completion of the Sterlington power tolling settlement,
liquidity was approximately $1.7 billion.

                            Cash Flow

Cash flow from operations, including working capital changes,
totaled an outflow of $30 million for the 12 months ended
Dec. 31, 2005.  This consisted of cash inflows of $472 million
from the power generation business and $288 million from the
former Midstream business.  These cash inflows were more than
offset by outflows of $769 million in the Other segment resulting
from payments to settle the shareholder class action litigation,
interest payments and general and administrative expenses.  In
addition, the legacy Customer Risk Management business had cash
outflows of $21 million primarily from payments related to the
company's remaining tolling arrangements, partially offset by the
return of cash collateral.

Cash flow from investing activities for the 12 months ended
Dec. 31, 2005, totaled $1.8 billion.  This consisted of
$2.5 billion in proceeds from asset sales, primarily relating
to the sale of the Midstream business, partially offset by
$664 million in capital expenditures, business acquisition costs
and changes in restricted cash.

For the 12 months ended Dec. 31, 2005, Dynegy's free cash flow
(cash from operations plus cash flow from investing activities)
was $1.8 billion.

              2006 Cash Flow and Earnings Estimates

On Nov. 8, 2005, Dynegy provided cash flow and earnings estimates
for 2006.  Those estimates were based on quoted forward commodity
price curves as of Oct. 4, 2005.  In connection with today's
announcement, Dynegy is updating its 2006 estimates to reflect
quoted forward commodity price curves as of Feb. 7, 2006.  These
commodity price curves were derived from standard market quotes
and are not necessarily indicative of management's expectations
for commodity price movements during the rest of 2006; rather,
they represent commodity price estimates as of Feb. 7, 2006, and
are intended to provide a basis on which the effects of future
commodity price movements can be measured.  Dynegy's updated
estimates also reflect current estimates and assumptions
regarding, among other things, sales volumes, fuel costs and
other operational activities, as well as the financial results of
the termination of the Sterlington power tolling obligation and
the pending sale of the company's interest in West Coast Power.

Taking these factors into consideration, the company's
estimated free cash flow for 2006 is an inflow of $85 million to
$195 million, compared to the previous estimate of an inflow of
$20 million to $130 million.  The current 2006 estimated net loss
applicable to common stockholders is $65 million to $130 million,
compared to the previously estimated net loss of $5 million to
$75 million.  Estimated EBITDA for the company's power generation
business is $565 million to $660 million, compared to the previous
estimate of $725 million to $825 million.

Dynegy Inc. -- http://www.dynegy.com-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The company's power generation portfolio consists of
more than 12,600 megawatts of baseload, intermediate and peaking
power plants fueled by a mix of coal, fuel oil and natural gas.

                         *     *     *

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.


EDS CORP: Announcing Conditional Offer To Acquire MphasiS
---------------------------------------------------------
EDS Corp. is expected to announce today in India a conditional
open offer to acquire a majority stake in MphasiS BFL Limited
(Bombay Stock Exchange: 526299 and National Stock Exchange of
India: MPHASISBFL), an applications and business process
outsourcing services company based in Bangalore, India, for 204.5
Rupees (approximately US$4.58) per share in cash, pursuant to
Indian securities regulations.  The purchase price represents an
approximate 30% premium to the 26-week average price of MphasiS.

The offer is contingent on EDS acquiring 83 million shares,
representing approximately 52% of current shares outstanding.  If
at least 83 million shares are not tendered in the offer, EDS will
not accept any shares tendered.  At current exchange rates, total
purchase price for the 83 million shares is approximately US$380
million.  EDS expects this transaction to be completed by early
third quarter.

"This offer is complementary to our overall strategy to enhance
EDS' presence and capabilities in India," said Mike Jordan, EDS
chairman and chief executive officer.

MphasiS currently has more than 12,000 employees, including about
11,000 in India.  MphasiS serves clients in multiple industries,
including financial services, transportation, technology and
healthcare.

                           About EDS Corp

EDS Corp. -- http://www.eds.com/-- is a global technology
services company delivering business solutions to its clients.
EDS founded the information technology outsourcing industry more
than 40 years ago.  EDS delivers a broad portfolio of information
technology and business process outsourcing services to clients in
the manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                       *     *     *

EDS Corp.'s $2.5 billion senior unsecured debt carries Standard &
Poor's BB rating.


EMERALD COVE: Hires Kosto & Rotella as Bankruptcy Counsel
---------------------------------------------------------
Emerald Cove Villas LLC sought and obtained authority from the
U.S. Bankruptcy Court for the Middle District of Florida to employ
Kosto & Rotella, P.A., as its bankruptcy counsel.

Kosto & Rotella is expected to:

    a. advise and counsel the Debtor concerning the operation of
       its business in compliance with chapter 11 of the
       Bankruptcy Code and orders of the Court;

    b. prosecute and defend any causes of action on behalf of the
       Debtor;

    c. prepare, on behalf of the Debtors, all necessary
       applications, motions, reports and other legal papers;

    d. assist in the formulation of a plan of reorganization and
       preparation of disclosure statement; and

    e. provide all other services of a legal nature.

Documents submitted to the Court did not indicate how much the
firm would be paid for their services.

Raymond J. Rotella, Esq., a shareholder of Kosto & Rotella,
assures the Court that his Firm does not hold nor represent any
interest adverse to the Debtor or its estate.

Mr. Rotella can be reached at:

         Raymond J. Rotella, Esq.
         Kosto & Rotella, P.A.
         619 East Washington Street
         P.O. Box 113
         Orlando, Florida 32802
         Tel: (407) 425-3456
         Fax: (407) 423-9002
         http://www.kostoandrotella.com/

Headquartered in Longwood, Florida, Emerald Cove Villas LLC filed
for chapter 11 protection on Mar. 14, 2006 (Bankr. M.D. Fla. Case
No. 06-00456).  Raymond J. Rotella, Esq., at Kosto & Rotella,
P.A., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets totaling $26,603,000 and debts totaling $8,166,757.


EMERALD COVE: Section 341(a) Meeting Scheduled for April 11
-----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Emerald
Cove Villas LLC's creditors at 10:00 a.m., on April 11, 2006, at
135 West Central Boulevard, 6th Floor, Suite 600 in Orlando,
Florida.  This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Longwood, Florida, Emerald Cove Villas LLC filed
for chapter 11 protection on Mar. 14, 2006 (Bankr. M.D. Fla. Case
No. 06-00456).  Raymond J. Rotella, Esq., at Kosto & Rotella,
P.A., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets totaling $26,603,000 and debts totaling $8,166,757.


ENCOMPASS: Completes $2.96-Mil. Purchase of Rotary Engines Assets
-----------------------------------------------------------------
Nova Communications Ltd., nka Encompass Holdings, Inc., completed
the purchase of certain assets of Rotary Engines, Inc., a
privately held company headquartered in Florida.  The Company
acquired the assets through its second-tier subsidiary, Rotary
Engine Technologies, Inc.

The acquisition will allow the Company to develop and manufacture
rotary engines for industrial and marine applications.

The Company bought the assets for $2,960,000 and issued a
convertible promissory note, which is convertible at the option of
REI into Encompass Holdings' shares of common stock with a market
value not to exceed $2,960,000, plus accrued interest, based on
the closing bid price of the registrant's common stock as quoted
on the OTC Bulletin Board on March 28, 2006.

In addition to the Asset Acquisition Agreement with REI, RETI
entered into a Consulting Agreement with Scott Webber and an
Employment Agreement with Larry Cooper.  Mr. Webber and Mr. Cooper
were the controlling shareholders of REI.

A full-text copy of the Asset Acquisition Agreement is available
for free at http://ResearchArchives.com/t/s?765

A full-text copy of the Consulting Agreement is available for free
at http://ResearchArchives.com/t/s?766

Nova Communications Ltd., nka Encompass Holdings, Inc., is
involved in acquiring ownership interests in developing companies
in a wide range of industries and providing financing and
managerial assistance to those companies.  The Company currently
has one subsidiary, Aqua Xtremes, Inc., which is involved in
manufacturing and marketing a personal watercraft and the rotary
engine that drives the jet pump and propels the watercraft.  Aqua
Xtremes, Inc. in turn has a wholly-owned subsidiary, Xtreme
Engines, Inc.  At the present time, Encompass Holdings owns 51% of
the issued and outstanding common stock of Aqua Xtremes.

As of March 31, 2005, Encompass Holdings' equity deficit widened
to $1,469,227 from a deficit of $1,254,899 at Dec. 31, 2004.


ENTERGY NEW ORLEANS: Has Open-Ended Deadline to Decide on Leases
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
further extended the deadline by which Entergy New Orleans, Inc.,
may assume or reject its non-residential real property leases
until the confirmation of a plan of reorganization.

As reported in the Troubled Company Reporter on Feb. 17, 2006, Nan
Roberts Eitel, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, LLP, in Baton Rouge, Louisiana, told the Court
that the Debtor needs more time to decide whether its Real
Property Leases are a necessary part of its restoration efforts
and continued operations.

The Debtor did not disclose how many leases it is a party to.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FARADINEH BROTHERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Faradineh Brothers, Inc.
        aka Lucido's Body Shop
        P.O. Box 59936, 2341 Royal Lane
        Dallas, Texas 75229
        Tel: (972) 247-1611
        Fax: (972) 247-5600

Bankruptcy Case No.: 06-31392

Type of Business: The Debtor repairs damaged vehicles.
                  See http://www.lucidosbodyshop.com/

Chapter 11 Petition Date: April 3, 2006

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Paul C. Allred, Esq.
                  Paul C. Allred, P.C.
                  6440 North Central Expressway, Suite 501
                  Dallas, TX 75206
                  Tel: (214) 448-9496
                  Fax: (214) 853-5395

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


FOAMEX INT'L: Asks Court to Approve Lamb Settlement Agreement
-------------------------------------------------------------
In February 2001, Randall and Sharon Lamb commenced an action
against Foamex International in the Circuit Court of the Ninth
Judicial Circuit in Orange County, Florida.

Mr. Lamb was a former firefighter with the Orange County Fire
Rescue squad.  On April 27, 1998, he responded to a fire at Foamex
International Inc. and its debtor-affiliates' Orlando, Florida
plant.  During the course of the fire, a storage hopper bin
exploded and allegedly injured Mr. Lamb.

In the Complaint, Mr. Lamb alleges that due to Foamex
International's negligence, he suffered, among other things,
physical handicap, disability, impairment, disfigurement,
aggravation of a pre-existing condition, mental anguish and loss
of capacity for enjoyment of life.  Mrs. Lamb alleges loss of
companionship and consortium.

The Lambs filed Claim No. 534 for $2,000,000 against the Debtors.

The Debtors and the Lambs have agreed to settle their dispute.
The Debtors will pay an undisclosed amount to the Lambs.  In
return, the Lambs will release the Debtors from all claims, rights
and actions.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the U.S. Bankruptcy Court for the
District of Delaware that the Settlement Amount falls within the
deductible of an insurance policy covering the Claim.  If the
Court approves the Settlement, the Settlement Amount will be paid
exclusively from collateral held by the Debtors' insurer securing
the Debtors' deductible obligations under the relevant policies,
therefore, there will be no outflow of cash from the estates.

Ms. Morgan notes that litigating the State Court Action would have
been costly to the Debtors.

Accordingly, the Debtors ask the Court to approve their settlement
with the Lambs.

Ms. Morgan adds that the Settlement Amount and other information
are confidential and, hence, were redacted from the Motion.

The Debtors also ask the Court for permission to file certain
parts of the Motion under seal.

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


FOAMEX INT'L: Has Until June 16 to Decide on Unexpired Leases
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended to June 16, 2006, the deadline by which Foamex
International, Inc., and its debtor-affiliates must assume, assume
and assign, or reject unexpired non-residential real property
leases.

As reported in the Troubled Company Reporter on Mar. 14, 2006, the
Debtors are parties to 37 unexpired non-residential real property
leases.  The Debtors lease real property for manufacturing,
fabricating and warehousing their products.  The Debtors also
utilize certain properties for corporate administrative functions.

The Debtors have sought and obtained the Court's approval to
reject 11 unexpired leases.  However, the Debtors need more time
to determine what to do with their Unexpired Leases, Pauline K.
Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, said.

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


FORD CREDIT: Moody's Reviews Multiple Securitizations for Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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


FUNCTIONAL RESTORATION: Section 341(a) Meeting Set for April 18
---------------------------------------------------------------
The United States Trustee for Region 16 will convene a meeting of
Functional Restoration Medical Center, Inc.'s creditors at 9:00
a.m., on April 18, 2006, at 21051 Warner Center Lane, #105 in
Woodland Hills, California.  This is the first meeting of
creditors required under 11 U.S.C. Sec. 341(a) in all bankruptcy
cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Encino, California, Functional Restoration
Medical Center, Inc. is the second largest owner and operator of
MRI centers in Southern California.  The Debtor filed for chapter
11 protection on Mar. 9, 2006 (Bankr. C.D. Calif. Case No. 06-
10306).  Daniel A. Lev, Esq., at SulmeyerKupetz, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, its estimated assets and debts
between $10 million and $50 million.


FUNCTIONAL RESTORATION: Wants Until April 21 to File Schedules
--------------------------------------------------------------
Functional Restoration Medical Center, Inc., asks the U.S.
Bankruptcy Court for the Central District of California to extend,
until April 21, 2006, the deadline to file its schedules of assets
and liabilities and statements of financial affairs.

The Debtor tells the Court that it has started gathering the
necessary information to prepare and finalize its Schedules.
However, the Debtor says, due to the scope of its business,
complexity of its financial affairs, and limited staff, it needs
more time to file its Schedules beyond the 15 days required under
Rule 1007(c).

The Debtor notes that the extension sought is relatively short and
assures the Court that the extension will not prejudice its
creditors.

Headquartered in Encino, California, Functional Restoration
Medical Center, Inc. is the second largest owner and operator of
MRI centers in Southern California.  The Debtor filed for chapter
11 protection on Mar. 9, 2006 (Bankr. C.D. Calif. Case No. 06-
10306).  Daniel A. Lev, Esq., at SulmeyerKupetz, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, its estimated assets and debts
between $10 million and $50 million.


GALLERIA INVESTMENTS: Wants Until Friday to File Schedules
----------------------------------------------------------
Galleria Investments, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Georgia to extend, until Friday, Apr. 7,
2006, the deadline to file its schedules of assets and liabilities
and statement of financial affairs.

The Debtor tells the Court that it needs more time to complete its
schedules and statements.  The Debtor says that the Section 341(a)
meeting of creditors has already been scheduled for April 20,
2006.  The Debtor contends that even with the extension, creditors
and interested parties will still have ample time to review the
schedules and statement prior to the 341(a) meeting.

Headquartered in Decatur, Georgia, Galleria Investments LLC
operates a shopping center in Duluth, Georgia.  The company filed
for chapter 11 protection on Mar. 6, 2006 (Bankr. N.D. Ga. case
No. 06-62557).  G. Frank Nason, IV, Esq., at Lamberth Cifelli
Stokes & Stout, P.A., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million and $50 million.

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


GEARS LTD: Moody's Places 2004 Securitization Deals on Watch
------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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


GENERAL MOTORS: Sells 51% GMAC Stake for $14 Billion
----------------------------------------------------
General Motors Corp. (NYSE: GM) entered into a definitive
agreement to sell a 51% controlling interest in General Motors
Acceptance Corp. to a consortium of investors led by Cerberus
Capital Management, LP.  The investor group also includes
Citigroup Inc., and Aozora Bank Ltd.  GM expects to receive
approximately $14 billion in cash from this transaction over three
years, including distributions from GMAC, with an estimated $10
billion by closing.

The transaction strengthens GMAC's ability to support GM's
automotive operations, improves GMAC's access to cost-effective
funding, provides significant liquidity to GM and allows GM to
continue to participate in the profitability of GMAC over the long
term through its 49% ownership stake.

"We look forward to working with Cerberus to maintain and grow
GMAC's traditional strong performance and contribution to the GM
family," said GM Chairman and Chief Executive Officer Rick
Wagoner.  "This agreement is another important milestone in the
turnaround of General Motors.  It creates a stronger GMAC while
preserving the mutually beneficial relationship between GM and
GMAC.  At the same time, it provides significant liquidity to
support our North American turnaround plan, finance future GM
growth initiatives, strengthen our balance sheet and fund other
corporate priorities.

"Over the last nine months we have been aggressively implementing
our North American turnaround plan," Wagoner said.  "We've made
some big moves, such as the health-care agreement with the United
Auto Workers union; the manufacturing capacity plan; changes to
our salaried health-care and pension plans; an accelerated
attrition plan for hourly employees; and a complete overhaul of
our marketing strategy.  These bold initiatives are designed to
immediately improve our competitiveness and position GM for long-
term success and today's transition is a further step in that
direction."

The GM Board of Directors approved the sale in a special meeting
on Sunday that followed extensive consideration of this
transaction and alternative strategies over the past several
months.  Speaking for the GM Board, Presiding Director George
Fisher stated, "This transaction along with the other progress GM
has been making on its turnaround plan, is an important milestone.
While there is still much work to be done, the GM Board has great
confidence in Rick Wagoner, his management team and the plan they
are implementing to restore the company to profitability."

The transaction is subject to a number of U.S. and international
regulatory and other approvals.  The companies expect to close the
transaction in the fourth quarter of 2006.

                      Long-Term Relationship

"We are very proud to align ourselves with an American icon like
GM through GMAC, one of the most recognized and respected names in
the financial services industry," said Mark Neporent, Cerberus'
chief operating officer and senior managing director.  "We are
committed to a long-term partnership that we expect will bring
sustained growth, diversity of product offerings and lasting
benefits to GM and GMAC employees, dealers, suppliers, customers
and other stakeholders."

"We are committed to helping GMAC compete even more effectively
and continuing its tradition of strong growth and success," added
Lenard Tessler, Cerberus' head of Private Equity and senior
managing director.  "We recognize that GM's dealers are a
cornerstone for growth in this business, and we are committed to
maintaining the strong support that GMAC provides to its dealer
customers.  Moreover, we have great confidence and respect for the
people of GMAC, and look forward to the continued success of the
GMAC automotive financing, mortgage and insurance, banking, and
real estate services businesses around the globe."

GMAC Chairman and Chief Executive Officer Eric Feldstein, who will
continue to lead the company after the equity sale, said, "This
transaction begins an exciting new chapter for GMAC that will
allow us to realize our strategic vision of becoming a premier
global financial services company.  With improved access to cost-
effective funding, we will be able to provide more competitive
financing to promote GM vehicle sales and to re-establish our
historic trend of profitable growth across all our business
sectors.  GMAC is now poised to move from a defensive game plan to
playing offense again, which should enable us to deliver
tremendous value to our shareholders."

As part of the transaction, GM and GMAC will enter into a number
of 10-year agreements under which GMAC will continue to support
GM's automotive operations and provide GM and its dealers and
customers with the same broad range of financial products and
services it does today.  Customers and dealers should continue to
expect the world-class service that GMAC currently provides, and
GMAC will continue to be the preferred and exclusive provider of
various financial products involving GM-sponsored consumer and
wholesale marketing incentives around the world.  Additionally,
employment levels are not expected to change as a result of this
transaction.  Under the agreements, GM will have an option to
acquire GMAC's global automotive finance operations, under certain
conditions, including an investment-grade rating at GM.  This
option is exercisable for 10 years after the closing of the
transaction.

                GM to Receive $14 Billion in Cash

The $14 billion in cash that GM is to receive as part of the
transaction includes $7.4 billion from the Cerberus-led consortium
at closing and an estimated $2.7 billion cash distribution from
GMAC related to the conversion of most of GMAC and its U.S.
subsidiaries to limited liability companies.  In addition, GM will
retain about $20 billion of GMAC automotive lease and retail
assets and associated funding with an estimated net book value of
$4 billion that will monetize over three years.

GM also will receive dividends from GMAC equivalent to its
earnings prior to closing, which largely will be used to fund the
repayment of various intercompany loans from GMAC.  As a result of
these reductions, GMAC's unsecured exposure to GM is expected to
be reduced to approximately $400 million and will be capped at
$1.5 billion on an ongoing basis.

GM and the consortium will invest $1.9 billion of cash in new GMAC
preferred equity -- $1.4 billion to be issued to GM and $500
million to the Cerberus consortium.  GM also will continue to
receive its 49 percent share of common dividends and other value
generated by GMAC.

GM will take a non-cash pre-tax charge to earnings of
approximately $1.1 billion to $1.3 billion in the second quarter
of 2006 associated with the sale of 51 percent of GMAC.

        Citigroup Extends $25 Billion Funding Facility

Citigroup will arrange two syndicated asset-based funding
facilities that total $25 billion which will support GMAC's
ongoing business and enhance GMAC's already strong liquidity
position.  Citigroup has committed $12.5 billion in the aggregate
to these two facilities.  The funding facilities are in addition
to Citigroup's initial equity investment in GMAC.

"Citigroup has a 90-year relationship with GM and this transaction
represents both an opportunity to demonstrate our ongoing
commitment to its long-term success as well as an attractive
investment opportunity.  We are pleased to be part of this unique
and strong partnership, led by Cerberus," said Michael Klein,
chief executive officer of the Global Banking Unit of Citigroup
Corporate and Investment Banking.

The GMAC board of directors will have 13 members - six appointed
by the consortium; four appointed by GM; and three independent
members.  GMAC will continue to be managed by its existing
executive management.

GM expects that the introduction of a new controlling investor for
GMAC, new equity capital at GMAC, and significantly reduced inter-
company exposures to GM will provide GMAC with a solid foundation
to improve its current credit rating.  GM and GMAC expect that
these actions will de-link the GMAC credit ratings from those of
GM.

                         About Cerberus

Headquartered in New York City, Cerberus Capital Management, LP -
http://www.cerberuscapital.com/-- is one of the world's leading
private investment firms with $18 billion in assets under
management for individual and institutional investors, including
state and corporate pension funds, insurance companies,
foundations and endowments.  Through its team of more than 275
investment and operations professionals, Cerberus specializes in
providing both financial resources and operational expertise to
help transform undervalued companies into industry leaders for
long-term success and value creation.

                         About Citigroup

Citigroup - http://www.citigroup.com/-- the leading global
financial services company, has some 200 million customer accounts
and does business in more than 100 countries, providing consumers,
corporations, governments and institutions with a broad range of
financial products and services, including consumer banking and
credit, corporate and investment banking, securities brokerage,
and wealth management.  Major brand names under Citigroup's
trademark red umbrella include Citibank, CitiFinancial, Primerica,
Smith Barney and Banamex.

                       About Aozora Bank

Aozora Bank Limited -- http://www.aozorabank.co.jp/-- is a
leading provider of lending, securitization, business and asset
revitalization, asset management, loan syndication and investment
advisory services and products to financial institution, and
corporate and retail customers.  Originally established in 1957 as
the Nippon Fudosan Bank, Ltd., the bank changed its name in 2001.
In 2003, it became majority owned by Cerberus NCB Acquisition, LP.

                          About GMAC

General Motors Acceptance Corporation and its subsidiaries,
operating under the umbrella GMAC Financial Services --
http://www.gmacfs.com/-- provide automotive financing, commercial
finance, insurance and mortgage products, banking, and real estate
services, and have a presence in more than 40 nations.  GMAC has
extended more than $1.4 trillion in credit to finance more than
162 million vehicles.

                       About General Motors

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

                         *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
Moody's Investors Service lowered the ratings of General Motors
Corporation: Corporate Family Rating and senior unsecured to B3
from B2 and Speculative Grade Liquidity Rating to SGL-3 from SGL-
2.  The outlook is negative.  GMAC and ResCap are unaffected.

The GM rating actions came in response to the company's disclosure
that restatements of its 2002, 2003 and 2004 financial statements
could result in the acceleration of as much as $3 billion in
various lease obligations and in the company potentially not being
be able to borrow under its $5.6 billion unused revolving credit
facility.

As reported in the Troubled Company Reporter on March 31, 2006,
Standard & Poor's Ratings Services placed all its ratings,
including its 'B' long-term and 'B-3' short-term corporate credit
ratings, on General Motors Corp. on CreditWatch with negative
implications.  This action stems from:

   * GM's disclosure in its 2005 10-K that the recent restatement
     of its previous financial statements raises potential issues
     regarding access to its $5.6 billion standby credit facility;
     and

   * the possibility that certain lease obligations of as much as
     $3 billion could be subject to possible claims of:

             -- acceleration,
             -- termination, or
             -- other remedies.

As reported in the Troubled Company Reporter on March 22, 2006,
Fitch retained its ratings for General Motors Acceptance Corp. and
its wholly owned subsidiary Residential Capital Corp. on Rating
Watch Evolving:

  GMAC:

    -- L-T Issuer Default Rating 'BB'

  ResCap:

    -- L-T Issuer Default Rating 'BBB-'

The ratings remained on Watch Evolving following GMAC's
announcement that it will delay filing their SEC form 10-K(s) and
will be required to either restate or reclassify certain items in
prior financial statements to address a recently surfaced
accounting issue.


GREEN TREE: Weak Pools Performance Prompts Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade the ratings of several senior, mezzanine and subordinate
certificates from Green Tree Financial Corporation manufactured
housing securitizations.  The transactions are currently being
serviced by Green Tree Investment Holdings II LLC, which bought
the MH servicing platform of Conseco Finance in 2003.

Moody's previously downgraded the senior, mezzanine, and
subordinate certificates from 52 of Green Tree's 1993-1998
securitizations in December 2004 and 54 of Conseco's 1999-2002
securitizations in August 2004.  The current ratings review is
prompted by the continued weaker-than-expected performance of the
pools, as reflected by the high levels of cumulative losses and
repossessions and erosion of credit support.  The B-2 classes from
several of the pools have been completely written down, while the
B-1 and M classes from many of the pools are currently writing
down or expected to incur losses in the future. Furthermore, in
some of the 1993, 1994, and 1995 deals, performance triggers have
not been breached, which has allowed principal to be paid to the
B-1 tranches.  This has further weakened the credit support of the
senior tranches and has left them more exposed to tail-end risk.

The complete rating actions are:

   Issuer: Green Tree Financial Corporation

   * Series 1993-1: Class B, current rating B3, under
        review for downgrade

   * Series 1993-3: Class A-7, current rating Aaa, under
        review for downgrade

   * Series 1993-4: Class A-5, current rating Aaa, under
        review for downgrade

   * Series 1994-1: Class A-5, current rating Aa2, under
        review for downgrade

   * Series 1994-2: Class A-5, current rating Aa2, under
        review for downgrade

   * Series 1994-3: Class A-5, current rating Aa2, under
        review for downgrade

   * Series 1994-4: Class A-5, current rating Aa2, under
        review for downgrade

   * Series 1994-5: Class A-5, current rating Aa2, under
        review for downgrade

   * Series 1995-3: Class B-1, current rating Ba1, under
        review for downgrade

   * Series 1995-6: Class M-1, current rating Baa2, under review
        for downgrade; Class B-1, current rating B1, under review
        for downgrade

   * Series 1996-2: Class M-1, current rating B1, under review
        for downgrade

   * Series 1996-3: Class M-1, current rating B2, under review
        for downgrade

   * Series 1996-4: Class M-1, current rating B3, under review
        for downgrade

   * Series 1996-5: Class M-1, current rating B3, under review
        for downgrade

   * Series 1997-7: Class M-1, current rating B3, under review
        for downgrade

   * Class 1998-1: Class M-1, current rating B3, under review for
        downgrade

   * Class 1998-2: Class A-6, current rating Baa3, under review
        for downgrade

   * Class 1998-4: Class A-5, current rating Baa3, under review
        for downgrade; Class A-6, current rating Baa3, under
        review for downgrade; Class A-7, current rating Baa3,
        under review for downgrade; Class M-1, current rating
        Caa2, under review for downgrade

   * Class 1998-5: Class A-1, current rating Baa3, under review
        for downgrade; Class M-1, current rating Caa1, under
        review for downgrade

   * Class 1998-7: Class A-1, current rating Baa3, under review
        for downgrade; Class M-1, current rating B3, under review
        for downgrade; Class M-2, current rating Caa2, under
        review for downgrade

   * Class 1998-8: Class A-1, current rating Baa3, under review
        for downgrade; Class M-1, current rating B3, under review
        for downgrade; Class M-2, current rating Ca, under review
        for downgrade

   Issuer: Conseco Finance Securitization Corporation

   * Series 1999-6: Class A-1, current rating B3, under review
        for downgrade; Class M-1, current rating Ca, under review
        for downgrade

   * Series 2000-6: Class A-5, current rating Ba1, under review
        for downgrade; Class M-1, current rating Caa2, under
        review for downgrade

   * Series 2001-1: Class A-5, current rating Ba1, under review
        for downgrade; Class M-1, current rating Caa2, under
        review for downgrade

   * Series 2001-2: Class A-IO, current rating Baa3, under review
        for downgrade; Class M-1, current rating B2, under review
        for downgrade

   * Series 2001-3: Class A-4, current rating Ba1, under review
        for downgrade; Class M-1, current rating Caa2, under
        review for downgrade

   * Series 2001-4: Class A-4, current rating Ba1, under review
        for downgrade

   * Series 2002-1: Class A-1, current rating A1, under review
        for downgrade; Class M-1-A, current rating Ba1, under
        review for downgrade; Class M-1-F, current rating Ba1,
        under review for downgrade; Class M-2, current rating
        Ba3, under review for downgrade; Class B-1, current
        rating Caa2, under review for downgrade

   * Series 2002-2: Class M-1, current rating Ba1, under review
        for downgrade; Class M-2, current rating B3, under review
        for downgrade; Class B-1, current rating Caa2, under
        review for downgrade; Class B-2, current rating Ca, under
        review for downgrade.


GS AUTO: Moody's Places Low-B Rated Securitization Deals on Watch
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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


GS MORTGAGE: Fitch Downgrades Class B-5 Certificates' Rating to C
-----------------------------------------------------------------
Fitch Ratings took rating actions on these GS Mortgage Loan Trust
mortgage pass-through certificate:

GSMPS Mortgage Loan, series 2003-3

-- Class A affirmed at 'AAA'
-- Class B-1 affirmed at 'AA'
-- Class B-2 affirmed at 'A'
-- Class B-3 downgraded to 'B' from 'BB'
-- Class B-4 downgraded to 'CCC' from 'B'
-- Class B-5 downgraded to 'C' from 'CCC'

The affirmations reflect satisfactory credit enhancement (CE)
relationships to future loss expectations and affect approximately
$53.79 million in outstanding certificates.

The negative rating actions on classes B-3, B-4, and B-5,
affecting $3.45 million of outstanding certificates, is the result
of higher-than-expected collateral losses to date and reflect
deterioration in the relationship between future loss expectations
and credit support levels.  The high delinquency rate (66.07% are
60+ days delinquent) puts these classes at a greater risk of
future losses.  The CE available as support for classes:

   * B-3,
   * B-4, and
   * B-5

are currently:

   * 3.73%,
   * 2.01%, and
   * 0.27%,

respectively (2.48%, 1.98%, and 1.48%, respectively at the closing
date).

The underlying collateral for this transaction consist of both FHA
and VA insured re-performing loans.  As of the March distribution
date, the aforementioned transaction is 29 months seasoned and the
pools factor (current principal balance as a percentage of
original) is approximately 28%.  All of the loans are master
serviced by Wells Fargo Bank Minnesota, N.A., which is rated
'RMS1' by Fitch.


HI-LIFT: Case Summary & 21 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Hi-Lift of New York, Inc.
        aka Toyota Lift of New York
        20 Central Avenue
        Farmingdale, New York 11735

Bankruptcy Case No.: 06-40943

Debtor affiliate filing separate chapter 11 petitions:

      Entity                           Case No.
      ------                           --------
      TMR Realty Inc.                  06-40942

Type of Business: The Debtors are engaged in the real estate
                  business. Two of the Debtors' affiliates,
                  Forklift of New York, Inc. and Industrial
                  Material Handling Co. of New York, Inc.,
                  previously filed for a joint chapter 11
                  protection on July 5, 2001 (Bankr. E.D. N.Y.,
                  Case No. 01-18994).

Chapter 11 Petition Date: April 3, 2006

Court: Eastern District of New York (Brooklyn)

Debtors' Counsel: Kevin J. Nash, Esq.
                  Finkel Goldstein Rosenbloom & Nash, LLP
                  26 Broadway, Suite 711
                  New York, New York 10004
                  Tel: (212) 344-2929
                  Fax: (212) 422-6836

   Entity                   Estimated Assets   Estimated Debts
   ------                   ----------------   ---------------
Hi-Lift of New York, Inc.   $1 Million to      $10 Million to
                            $10 Million        $50 Million

TMR Realty Inc.             $50,000 to         $1 Million to
                            $100,000           $10 Million

A. Hi-Lift of New York, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Toyota Motor Sales-Parts         Trade Debt            $164,377
19001 South Western Avenue
Torrance, CA 90501

Electric Battery Co., Inc.       Trade Debt            $145,841
178-15 Eveleth Road
Jamaica, NY 11434-3405

Battery Builders Inc.            Trade Debt             $74,876
P.O. Box 5005
31 West 238 91st Street
Haperville, IL 60567

Forklift Headquarters            Trade Debt             $42,750

Northwest Ind., Batter           Trade Debt             $34,894

American Express                 Trade Debt             $13,180

Market Lift Inc.                 Trade Debt              $8,997

Renu Industrial Tire             Trade Debt              $5,913

Inter City Tire                  Trade Debt              $4,609

Nextel Communication             Trade Debt              $4,367

Keyspan Energy                   Trade Debt              $3,666

Dependable Hydraulic Inc.        Trade Debt              $3,113

Allied Aero Service Inc.         Trade Debt              $2,774

Exxon Mobil                      Trade Debt              $2,450

Cintas Corporation               Trade Debt              $2,428

Mini-Trac Computer System        Trade Debt              $1,987

Allway Transport                 Trade Debt              $1,925

Ford Motor Credit Co.            Trade Debt              $1,875

Double Check Auto Elect.         Trade Debt              $1,860

Lift-Rite Inc.                   Trade Debt              $1,756

B. TMR Realty Inc.'s Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
IAM National Pension Fund        Trade Debt          $8,278,720
1300 Connecticut Avenue
Northwest Suite 300
Washington, D.C. 20036-1711


J.P. MORGAN: Fitch Rates $11.18MM Class M-11 Certificates at BB
---------------------------------------------------------------
Fitch rated the J.P. Morgan Mortgage Acquisition Corp., asset-
backed pass-through certificates, Series 2006-WMC1, which closed
on March 30, 2006, as:

   -- $922.55 million, classes A-1 through A-5 'AAA'
   -- $44.13 million class M-1 'AA+'
   -- $37.07 million class M-2 'AA'
   -- $21.18 million class M-3 'AA-'
   -- $19.42 million class M-4 'A+'
   -- $19.42 million class M-5 'A'
   -- $17.06 million class M-6 'A-'
   -- $16.47 million class M-7 'BBB+'
   -- $14.71 million class M-8 'BBB'
   -- $10.59 million class M-9 'BBB-'
   -- $10.00 million privately offered class M-10 'BB+'
   -- $11.18 million privately offered class M-11 'BB'

The 'AAA' rating on the senior certificates reflects:

   * the 21.6% total credit enhancement provided by the 3.75%
     class M-1;

   * the 3.15% class M-2;

   * the 1.8% class M-3;

   * the 1.65% class M-4;

   * the 1.65% class M-5;

   * the 1.45% class M-6;

   * the 1.4% class M-7;

   * the 1.25% class M-8;

   * the 0.9% M-9;

   * the 0.85% privately offered class M-10;

   * the 0.95% privately offered class M-11; and

   * the initial and target overcollateralization of 2.8%.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect:

   * the quality of the loans;

   * the integrity of the transaction's legal structure; and

   * the capabilities of:

     -- J.P. Morgan Chase as servicer,
     -- U.S. Bank Natio nal Association as trustee, and
     -- JP Morgan Chase Bank as Securities Administrator.

The certificates are supported by two collateral groups.  Group I
consist of mortgage loans with principal balances conform to
Fannie Mae and Freddie Mac guidelines.  Group II consists of all
other remaining mortgage loans.  The group I mortgage pool
consists of adjustable-rate and fixed-rate, first and second lien
mortgage loans with a cut-off date pool balance of $205,954,051.

Approximately:

   * 18.76% of the mortgage loans are fixed-rate mortgage loans;
   * 81.24% are adjustable-rate mortgage loans; and
   * 9.32% are second lien mortgage loans.

The weighted average loan rate is approximately 7.789%.  The
weighted average remaining term to maturity (WAM) is 340 months.
The average principal balance of the loans is approximately
$131,853.  The weighted average combined loan-to-value ratio
(CLTV) is 79.2%.  The properties are primarily located in:

   * California (20.57%),
   * Maryland (9.81%), and
   * New Jersey (8.16%).

The group II mortgage pool consists of adjustable-rate and fixed-
rate, first and second lien mortgage loans with a cut-off date
pool balance of $971,130,769.  Approximately 13.84% of the
mortgage loans are fixed-rate mortgage loans, 86.16% are
adjustable-rate mortgage loans and 10.8% are second lien mortgage
loans.  The weighted average loan rate is approximately 7.843%.
The WAM is 338 months.  The average principal balance of the loans
is approximately $230,071.  The weighted average CLTV is 82.41%.
The properties are primarily located in:

   * California (50.84%),
   * New York (6.7%), and
   * Florida (6.39%)

WMC is a mortgage banking company incorporated in the State of
California.  WMC was owned by a subsidiary of Weyerhaeuser Company
until May 1997, when it was sold to WMC Finance Co., a company
owned principally by affiliates of Apollo Management, L.P., a
private investment firm.  On June 14, 2004, GE Consumer Finance
acquired WMC Finance Co.  As of March 2000, WMC changed its
business model to underwrite and process 100% of its loans on the
internet via 'WMC Direct'.

For federal income tax purposes, multiple real estate mortgage
investment conduit elections will be made with respect to the
trust estate.


J.P. MORGAN: DBRS Puts Low-B Ratings on Cert. Classes B-4 & B-5
---------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the
Mortgage Pass-Through Certificates, Series 2006-S1, issued by J.P.
Morgan Mortgage Trust 2006-S1:

   * $140.3 million, Class 1-A-1 -- New Rating AAA
   * $38.6 million, Class 1-A-2 -- New Rating AAA
   * $23.0 million, Class 2-A-1 -- New Rating AAA
   * $76.1 million, Class 2-A-2 -- New Rating AAA
   * $15.6 million, Class 2-A-3 -- New Rating AAA
   * $52.8 million, Class 2-A-4 -- New Rating AAA
   * $5.2 million, Class 2-A-5 -- New Rating AAA
   * $36.0 million, Class 2-A-6 -- New Rating AAA
   * $4.0 million, Class 2-A-7 -- New Rating AAA
   * $100,000, Class 2-A-8 -- New Rating AAA
   * $126.0 million, Class 2-A-9 -- New Rating AAA
   * $22.3 million, Class 3-A-1 -- New Rating AAA
   * $11.0 million, Class 3-A-2 -- New Rating AAA
   * $18.2 million, Class 3-A-3 -- New Rating AAA
   * $23.7 million, Class 3-A-4 -- New Rating AAA
   * $41.0 million, Class 3-A-5 -- New Rating AAA
   * $6.7 million, Class 3-A-6 -- New Rating AAA
   * $70.9 million, Class 3-A-7 -- New Rating AAA
   * $12.1 million, Class 3-A-8 -- New Rating AAA
   * $1.3 million, Class A-X -- New Rating AAA
   * $55,955, Class A-P -- New Rating AAA
   * $100, Class P -- New Rating AAA
   * $100, Class A-R -- New Rating AAA
   * $29.8 million, Class A-M -- New Rating AAA
   * $14.1 million, Class B-1 -- New Rating AA
   * $5.9 million, Class B-2 -- New Rating A
   * $3.5 million, Class B-3 -- New Rating BBB
   * $2.3 million, Class B-4 -- New Rating BB
   * $2.0 million, Class B-5 -- New Rating B

The AAA ratings on the class series 1-A, 2-A, 3-A, A-R, A-P, and
A-X reflect 7.60% of credit enhancement provided by the
subordinate classes.  The AAA, AA, "A", BBB, BB, and B ratings on
Classes A-M, B-1, B-2, B-3, B-4, and B-5 reflect credit
enhancement of 3.80%, 2.00%, 1.25%, 0.80%, 0.50%, and 0.25%
provided by subordinated classes, respectively.

The ratings on the Certificates also reflect the quality of the
underlying assets and the capabilities of JPMorgan Chase Bank,
National Association, National City Mortgage Co., PHH Mortgage
Corporation, and others as servicers, as well as the integrity of
the legal structure of the transaction.  Wells Fargo Bank,
National Association, will serve as Master Servicer and Securities
Administrator. U.S. Bank National Association will act as Trustee.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th day of each month commencing in
April 2006.  Interest and then principal will be paid to each of
the class series 1-A, 2-A, and 3-A Senior Certificates
concurrently from their respective loan group and then to the
respective subordinate certificates.  All principal prepayments
and other unscheduled payments of principals on the mortgage loans
will be paid exclusively to the Senior Certificates unless paid
down to zero, for the first five years, and then may then may be
paid to the subordinate certificates disproportionately in years
six through ten, subject to performance tests.

The mortgage loans in the underlying trust were originated or
acquired by National City Mortgage Co., Chase Home Finance LLC and
JPMorgan Chase Bank, NA, M&T Mortgage Corporation, and PHH
Mortgage Corporation.  The loans are primarily 30-year,
conventional, fully amortizing fixed-rate mortgage loans.  As of
the cut-off date, the aggregate pool has a balance of
$783,312,079; the weighted average coupon is 6.231%; the weighted
average FICO score is 735; and the weighted average original loan-
to-value ratio is 71.02%.  Approximately 27% of the mortgage loans
are interest only, which require only remittances of full interest
for a period of ten years after loan origination.


KAISER ALUMINUM: Kerry Shiba Receives Benefits Under Release Pact
-----------------------------------------------------------------
In connection with Kerry Shiba's resignation as Kaiser Aluminum &
Chemical Corporation's Chief Financial Officer, the Company and
Mr. Shiba entered into a Release Agreement, a copy of which was
filed with the Securities and Exchange Commission.

Pursuant to the Release Agreement, KACC and Mr. Shiba agreed that,
in lieu of all other benefits to which Mr. Shiba might otherwise
be entitled from the Company and in consideration of his
satisfaction of certain post-termination obligations, he would
receive:

      (i) $141,796, representing earned long-term incentive awards
          for 2002 and 2003;

     (ii) a lump sum of $135,000;

    (iii) $42,577, representing payment for his accrued unpaid
          vacation;

     (iv) his earned 2005 short-term incentive without deduction
          or modifiers, based on Kaiser's results for 2005,
          payable on or before March 31, 2006;

      (v) an amount equal to Mr. Shiba's 2004 and 2005 earned
          long-term incentive, without deduction or modifiers,
          based on Kaiser results for 2004 and 2005, payable on or
          before March 31; and

     (vi) a lump sum of $135,000 to be paid on July 23, 2006.

Under the Release, KACC agreed to pay Mr. Shiba's COBRA premiums
for his medical and dental coverage through the earlier of:

    (a) the date Mr. Shiba becomes eligible for comparable medical
        coverage under another employer's health insurance plans;
        and

    (b) February 28, 2007.

Daniel D. Maddox, the Company's vice president and controller,
notes that the Release provides for a mutual release by KACC and
Mr. Shiba.  Mr. Shiba is also subject to certain non-competition,
non-disclosure and non-solicitation obligations under the
Release.

A full-text copy of the Release between Kerry A. Shiba and Kaiser
Aluminum & Chemical Corporation is available for free at:

http://www.sec.gov/Archives/edgar/data/811596/000095012906002848/h34231exv10w1.htm

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)


KAISER ALUMINUM: Posts $753 Million Net Loss in Fiscal Year 2005
----------------------------------------------------------------
Kaiser Aluminum Corporation (OTCBB: KLUCQ) reported a net loss of
approximately $753.7 million for the year ended Dec. 31, 2005,
despite strong results in income for the fabricated products
operating segment that will form the core of the company upon
emergence from bankruptcy.

The net loss figure is largely attributed to losses related to
Chapter 11 restructuring and includes three large non-recurring
special items:

   (a) the previously reported approximate $366 million gain in
       the second quarter of 2005 related to the company's sale of
       interests in and related to Queensland Alumina Limited,

   (b) a fourth quarter non-cash charge of approximately
       $1.1 billion associated with the liquidation of certain
       commodity subsidiaries, and

   (c) another fourth quarter non-cash charge totaling $42 million
       associated with resolution of a third-party claim against
       one of its commodity subsidiaries (now reported as part of
       Discontinued Operations).

Operating income for 2005 reached $59.8 million, up significantly
from 2004 when the company reported an $817.6 million operating
loss that included $793.2 million of special charges associated
with resolving Chapter 11 related matters.

Net sales for 2005 were approximately $1,089.7 million, up from
$942.4 in 2004.  The increase reflects the year over year
improvement in the fabricated products markets and higher
underlying primary aluminum prices.

"We experienced particularly strong fourth quarter results in our
core fabricated products operations and currently expect such
strength to continue into and past the first quarter of 2006,"
Jack A. Hockema, President and CEO of Kaiser Aluminum, said.  "The
first quarter of 2006 is the first period in which market activity
driving volume and conversion spreads appears to be more broad
based and sustainable than in previous quarters, thus our optimism
going forward."

                     Plan of Reorganization

As previously reported in the Troubled Company Reporter on Feb. 7,
2006, the U.S. Bankruptcy Court for the District of Delaware
overseeing its Chapter 11 proceedings has confirmed the company's
plan of reorganization, which was accepted by all classes of claim
holders entitled to vote on it.

However, the plan of reorganization must still be approved by the
United States District Court and certain other conditions to
emergence that must be satisfied or waived and appeals by certain
insurers must be addressed by the District Court.  The company
remains optimistic it can still emerge in the second quarter of
2006.

"The continued strong fabricated products markets provide us
considerable momentum and further move us toward our goal of
emerging a strong, competitive company with low debt and a solid
position for growth," added Mr. Hockema.  "With the most difficult
aspects of the restructuring process behind us, we look forward to
the continued implementation of our key initiatives that will
guide the improvement of our operations, further strengthen our
market position and help us to grow the company as we work to
capture the benefits the current markets offer."

A full-text copy of the Company's Form 10-K is available at no
charge at http://ResearchArchives.com/t/s?761

                   About Kaiser Aluminum Corp.

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.


KMART CORP: Wants Bank of America to Withdraw Claims
----------------------------------------------------
On July 29, 2002, Bank of America N.A., filed Claim Nos. 36868 and
36871, purportedly based on invoices for goods delivered to Kmart
Corporation by Allegro Intimates, Inc.  BofA allegedly purchased
the Claims from Allegro during the pendency of Kmart's bankruptcy
proceeding.

George R. Mesires, Esq., at Barack Ferrazzano Kirschbaum Perlman &
Nagelberg LLP, in Chicago, Illinois, notes that supporting
documentation to Claim Nos. 36868 and 36871 consisted of schedules
of the unpaid invoices.  No actual contracts, purchase orders,
proofs of delivery, or invoices were provided to substantiate the
Claims.

Kmart disputed the Claims.  Kmart asserted that it is not liable
for the Claims.

The objection was continued by the Court's order dated April 26,
2004, creating a contested matter under the Bankruptcy Rules and
entitling the parties to conduct discovery.

Accordingly, Kmart served discovery requests on BofA seeking all
supporting documentation for the Claims.  BofA sought and obtained
three extensions of the time to respond to the discovery requests.

Mr. Mesires relates that Kmart consented to the third extension on
the condition that if BofA did not produce documents by August 1,
2005, BofA would withdraw its Claims.

On July 28, 2005, BofA's counsel advised Kmart that it failed to
get documents from Allegro but it did find invoices supporting
Claim No. 36868.  Unfortunately, the "supporting invoices"
produced failed to substantiate the Claims, Mr. Mesires says.

In August 2005, BofA's counsel advised that it was set to withdraw
the Claims.  In return, it requested that Kmart provide
information regarding distributions on Claim No. 18696, which was
another claim purportedly held by Allegro.

Kmart accepted BofA's offer and advised that it would provide the
requested information as long as BofA:

    (i) issued a discovery request to Kmart for the information
        that it sought; and

   (ii) agreed to voluntarily withdraw the Claims with prejudice.

In September 2005, BofA issued its discovery requests to Kmart.
BofA sought information relating to distributions made on Claim
No. 18696.  BofA's counsel also confirmed the Claims Withdrawal
Agreement in writing.

Mr. Mesires informs the Court that Kmart complied with BofA's
discovery requests.  However, BofA failed to uphold its end of the
bargain.  As of December 23, 2005, BofA has still not withdrawn
the Claims despite Kmart's persistent urging.

For this reason, Kmart asks the Court to enforce the Claims
Withdrawal Agreement and compel BofA to withdraw the Claims.  In
the alternative, Kmart asks Judge Sonderby to enter summary
judgment in its favor disallowing and expunging BofA's Claims in
their entirety.

Because the terms of the Claims Withdrawal Agreement are not
ambiguous, the Court may summarily enforce the Agreement, Mr.
Mesires tells Judge Sonderby.

BofA has no basis for failing to withdraw the Claims because
Kmart has already provided information regarding the distributions
on Claim No. 18696, Mr. Mesires adds.

The attachments to BofA's Claim also fail to offer any
substantiating information for the basis of the Claims.  The
purported invoices are not legible and fail to identify any
information regarding purported commercial transaction.  BofA has
likewise failed to produce copies of contracts, work orders, or
proof of delivery.

"When sufficient documentation is not attached to a proof of
claim, the claimant is not entitled to a prima facie claim, and a
court may disallow such claims upon the debtor's objection," Mr.
Mesires asserts.

Kmart believes that BofA's failure to provide documentation in
support of its Claims despite three extensions of time to respond
to Discovery Requests weighs in favor of summary judgment
disallowing and expunging the Claims.

BofA has not, and cannot, create an issue of fact to preclude
summary judgment in Kmart's favor, Mr. Mesires contends.

                            About Kmart

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 108; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KMART CORP: Wants Global Property to Produce Documents & Witnesses
------------------------------------------------------------------
As previously reported, Global Property Services, Inc., provided
"white and green services" for Kmart Corporation before the
bankruptcy filing.  White and green services refer to landscaping,
parking lot sweeping, and snow removal services.

GPS had individual written contracts -- standard form contracts
-- with 230 individual Kmart stores.  The standard form contracts
provided that they could be terminated upon 48 hours' notice.
Some of the 230 stores complained to Kmart headquarters and to
GPS itself, claiming, among other things, that they received poor
or no service, were over-billed, saw their expenses for white and
green services increase rather than decrease, and felt pressured
to use GPS.

GPS contended that based on an oral contract, it was Kmart's
national contractor for white and green services.

GPS further alleged that Kmart:

   -- breached the purported national contract and defamed it
      when, in 2003, Kmart cautioned store managers about GPS and
      stated that Kmart's Facilities Management Department did
      not recommend GPS, and by the end of 2003, most, if not
      all, Kmart stores had terminated their contracts with GPS;

   -- breached a one-year non-compete contained in a March 2003
      "audit agreement";

   -- misappropriated supposed confidential information; and

   -- tortiously interfered with GPS' subcontracts when some of
      Kmart's stores entered into contracts directly with GPS
      subcontracts.

Based on these allegations, GPS asserted six causes of action:

   (1) breach of contract,

   (2) promissory estoppel,

   (3) unjust enrichment,

   (4) defamation,

   (5) misappropriation of trade secrets, and

   (6) tortious interference with contracts, business
       relationships and business expectancies.

GPS filed two claims against the Kmart.

George R. Mesires, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, relates that although one
of GPS' claims is for unpaid invoices and, therefore, fairly
straightforward, the second claim is an administrative claim
asserting breach of contract and various torts and claiming
damages of around $20,000,000, not including punitive damages --
making it among the largest administrative claim in Kmart's cases.

The nearly $20,000,000-damages claim consists of:

   * almost $1,000,000 for amounts GPS claims to have expended
     to develop and support its subcontractor network;

   * over $11,000,000 for lost past profits and lost future
     profits for a 10-year period -- through 2013 -- that GPS
     claims it would have earned; and

   * over $7,000,000 in savings for the 10-year period that GPS
     contends will unjustly enrich Kmart, which is based on the
     amounts GPS claims to have saved Kmart in 2002 and 2003.

                         Discovery

Rule 26(a) of the Federal Rules of Civil Procedure expressly
requires the disclosure of "the documents or other evidentiary
material . . . on which [a party's] computation [of damages] is
based, including materials bearing on the nature and extent of
injuries suffered."

Mr. Mesires notes that despite extensive written discovery between
the parties, GPS failed to produce the documents or information on
which it bases its damages claim.

Despite GPS' failure to disclose meaningful documentation
regarding its calculation of damages, Kmart attempted to depose
the key GPS executives involved, as well as take a deposition of
GPS on a number of topics pursuant to Rule 30(b)(6) of the Federal
Rules of Civil Procedure.  GPS agreed to produce the executives
and its Rule 30(b)(6) designees.

In anticipation of GPS' deposition, Kmart attempted to obtain the
missing discovery materials, and in February 2006, Kmart requested
a "meet and confer" to attempt in good faith to discuss GPS'
discovery deficiencies.

In a teleconference, GPS informed Kmart that it refuses to commit
to make the required disclosures or to supplement its
interrogatory responses, but agreed that some information was
relevant, and that it would further consider the issues.

Kmart advised GPS that because Kmart intended to proceed with the
depositions as scheduled during the week of March 13, 2006, the
mandatory disclosures and the requested information must be
produced by March 8, 2006.

However, GPS failed to make the required Rule 26(a) disclosures
and failed to submit supplemental interrogatory responses on
March 8, 2006.  GPS instead unilaterally cancelled all party
depositions due to purported discovery improprieties.  GPS also
filed a request for sanctions and to compel discovery, which
failed to mention or explain how Kmart's purported discovery
improprieties precluded GPS from attending the scheduled
deposition.

On March 10, 2006, GPS informed Kmart that the request for
supplementation by March 8 was an "arbitrary deadline," and
refused to commit to production of the required documents.

Mr. Mesires points out that GPS' basis for its refusal is its
belief that Kmart itself intentionally failed to produce several
documents.

As a threshold matter, Mr. Mesires says, GPS' excuse is nothing
more than pretext because:

   * at no time before March 6, 2006, did GPS even suggest that
     the depositions of its witnesses could not proceed because
     of any problems with Kmart's document production; and

   * absent from GPS' request for sanctions is any mention of the
     impact of Kmart's supposed discovery improprieties on GPS'
     ability to produce its own witnesses for deposition.

Even assuming GPS' excuse was not pretext, Mr. Mesires argues that
it would not justify GPS' last minute refusal to appear for
deposition since Rule 37(d) of the Federal Rules of Civil
Procedure imposes an absolute requirement that a party served with
a proper deposition notice either appear at the deposition or file
a request for a protective order.

"There is no exception to this requirement, even where the
discovery sought is objectionable," Mr. Mesires asserts.

Furthermore, GPS failed to produce the documents on which it bases
its damages claim and answer relevant interrogatories relevant to
the damage claim.

Mr. Mesires maintains that it is critical that Kmart be able to
scrutinize GPS' historical operating performance, its expenses,
its net and gross income, and its profit margin through the
production of financial statements and tax returns.

               GPS' Objection to Interrogatories

GPS has objected to several of Kmart's interrogatories including:

   (a) Interrogatory 1, which requests GPS to identify its annual
       revenues since formation and its ten largest customers per
       year on a revenue basis, and to state the revenues billed
       to, and received from, each customer; and

   (b) Interrogatories 7 to 10, which require GPS to state the
       basis of its assertions in the 2002 and 2003 Composite
       Overviews, which are charts of purported cost savings that
       Kmart experienced based on GPS' services.

Mr. Mesires explains that Interrogatory 1 is relevant to GPS'
assertion that it incurred losses of almost $1,000,000 for
developing an infrastructure of subcontractors and for supporting
Kmart through the bankruptcy.  The information bears on whether
the infrastructure purportedly developed and supported was
utilized by other customers, which would defray the costs.

With respect Interrogatories 7 to 10, Mr. Mesires clarifies that
the information is relevant as it forms the basis for GPS' unjust
enrichment damages.

Accordingly, Kmart asks the U.S. Bankruptcy Court for the Southern
District of New York to:

   (1) compel GPS to produce documents and information on which
       it bases its damage claims by March 31, 2006, including
       documents supporting:

       -- its claim for lost past and future profits, including
          its financial statements and federal and state tax
          returns for the years 2000 to 2005 and supporting
          schedules;

       -- growth assumptions relating to future business;

       -- GPS' profit margin;

       -- its claim for $500,000 for developing a purported
          subcontractor base, and $450,000 for supporting Kmart
          through its bankruptcy; and

       -- Kmart's alleged unjust cost savings from 2004 to 2013,
          similar to the documents supporting its assertion that
          GPS saved Kmart over $466,000 and over $731,000 in
          2003.

       In the event that GPS fails to produce the information,
       the Court may preclude GPS from using at hearing any
       evidence not disclosed;

   (2) compel GPS to produce Tom Brock, Don Brock, Bryan Idzior,
       and the GPS Rule 30(b)(6) representatives for deposition
       on April 25 to 28, 2006, and to extend discovery until
       April 28, solely to permit Kmart to complete the
       depositions;

   (3) overrule GPS' objections and compel GPS to answer
       Interrogatory 1; and

   (4) direct GPS to either produce additional information or
       documents supporting its calculations reflected in the
       2002 and 2003 Composite Overviews, or stipulate that it
       has no supporting documents.

In the event that GPS fails to produce the information, the Court
should draw a presumption against GPS, Mr. Mesires asserts.

                          GPS Responds

"Kmart has not been denied any discovery," David A. Newby, Esq.,
at Johnson & Newby, LLC, in Chicago, Illinois, informs Judge
Sonderby.

Mr. Newby asserts that Kmart's request for the adjournment of
depositions and the production of financial documents are "red
herrings" offered to distract the Court from Kmart misdeeds.

Moreover, he says, GPS did not fabricate its complaints.

According to Mr. Newby, GPS acted appropriately in adjourning its
party depositions because:

   (a) the deposition schedule was part of a strategy for
       discovery being followed by GPS that included the order in
       which discovery would be sought and the order in which
       witnesses were to be deposed.  The strategy has been
       thwarted by Kmart's discovery practices, including denying
       GPS the opportunity to take depositions by either refusing
       to produce documents or producing them after depositions;

   (b) there exists a genuine disagreement over Kmart's asserted
       right to require GPS' witnesses to appear at multiple
       depositions on multiple dates by imposing its view of, and
       timing for, the discovery of financial information; and

   (c) Kmart's actions with respect to the scheduling suggest an
       ulterior motive.

However, Mr. Newby tells the Court that GPS has considered
Kmart's arguments for the production of financial information and
is willing to produce the requested information and has no
objection to producing its witnesses for depositions.

To this end, GPS asks the Court to examine the substance of the
filings by the parties and determine an appropriate sanction to
levy on Kmart, as well as determine how the balance of discovery
will be conducted.

                            About Kmart

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 108; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


KRISPY KREME: Plans to Sell UK Division to Payoff Losses
--------------------------------------------------------
Lauren Mills, writing for The Business Online.com, reports that
Krispy Kreme Doughnuts, Inc., has placed its UK division up for
sale, less than three years after opening the first British store,
in a bid to raise cash.

According to Ms. Mills, Krispy Kreme'S UK division has 18 outlets,
including kiosks at Harrods and Selfridges.  Other stores are
located at Bluewater and Lakeside shopping centers as well as at
railway stations including London's Victoria, Paddington and
Euston.

The company has appointed corporate finance boutique Ford
Campbell, based in Manchester, to handle the sale.  Analysts
believe the business could fetch up to GBP50 million (EUR72
million, US$86 million).  Sale proceeds will help pay off expected
losses of GBP20 million.

Founded in 1937 in Winston-Salem, North Carolina, Krispy Kreme --
http://www.krispykreme.com/-- is a leading branded specialty
retailer of premium quality doughnuts, including the Company's
signature Hot Original Glazed.  There are currently approximately
320 Krispy Kreme stores and 80 satellites operating systemwide in
43 U.S. states, Australia, Canada, Mexico, the Republic of South
Korea and the United Kingdom.

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

Headquartered in Oak Brook, Illinois, Glazed Investments, LLC, is
a 97%-owned unit of Krispy Kreme.  Glazed filed for chapter 11
protection on Feb. 3, 2006 (Bankr. N.D. Ill. Case No. 06-00932).
The bankruptcy filing will facilitate the sale of 12 Krispy Kreme
stores, as well as the franchise development rights for Colorado,
Minnesota and Wisconsin, for approximately $10 million to Westward
Dough, the Krispy Kreme area developer for Nevada, Utah, Idaho,
Wyoming and Montana.  Daniel A. Zazove, Esq., at Perkins Coie LLP
represents Glazed in its restructuring efforts.  When Glazed filed
for protection from its creditors, it estimated assets and debts
between $10 million to $50 million.

KremeKo, Inc., Krispy Kreme's Canadian franchisee, is currently
restructuring under the Companies' Creditors Arrangement Act.
Pursuant to the Court's Initial Order, Ernst & Young Inc. was
appointed as Monitor in KremeKo's CCAA proceedings.  The Monitor
is attempting to sell the KremeKo business.


LEAR CORP: New $800 Million Loan Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service placed the B2 senior unsecured notes
ratings of Lear Corporation's and its ratings for shelf filings
under review for possible downgrade.  The company's Corporate
Family Rating has been affirmed at B2, with a negative outlook, as
has the company's SGL-3 Speculative Grade Liquidity Rating.  The
review of the unsecured debt ratings follows the announcement by
the company that it has obtained underwritten commitments for $800
million in secured term loans, and reflects the effective
subordination of existing unsecured debt that will result from the
new financing.

The transaction is viewed as a constructive step in addressing
large upcoming debt maturities, and could enhance the company's
liquidity profile as it seeks to restructure its operations to
improve financial performance.  Nevertheless, because the granting
of security for the bank debt results in the effective
subordination of existing unsecured notes, the ratings of those
obligations are likely to be notched down.

As part of its restructuring, Lear also announced that it has
reached an agreement to contribute certain assets of its European
Interior Products business to a joint venture with WL Ross & Co.
LLC.  The company also announced that it has suspended its common
stock dividend, and will approach its bank group to amend and
restate its principal bank credit facilities.  The bank financing
and amendment request will potentially create additional
flexibility under the facility's existing financial covenants
through 2007.

As the proceeds of the new secured debt are intended to re-finance
upcoming maturities of long-term debt, or debt which could be put
to the company in February 2007, the net impact of the refinancing
to the company's leverage measurements is anticipated to be
negligible.  Hence, the existing B2 Corporate Family rating has
been affirmed and is not included in the review.  The Corporate
Family Rating was lowered to B2 on
March 20, 2006 in recognition of deterioration in Lear's operating
performance and earnings prospects below prior expectations.

The review of the unsecured debt ratings will focus on the extent
and value of assets which will be pledged to the bank group and
the resulting impact to expected recovery rates for unsecured note
holders.  Similarly, the potential implications for recovery rates
stemming from the planned contribution of certain European assets
to International Automotive Components Group, the company's joint
venture with WL Ross & Co LLC and Franklin Mutual Advisers LLC, in
return for a minority stake in IAC will be considered.

The SGL-3 Speculative Grade Liquidity rating has been affirmed,
and considers the company's modest free cash flow generation,
reliance on external financing sources, and moderate cushion in
relation to financial covenants.  The proposed refinancing is
considered a constructive step in addressing near term maturities.
Upon completion of the refinancing the liquidity rating will be
updated.

Ratings placed under review:

   * Senior Unsecured notes, B2

   * Shelf registration for senior unsecured, subordinated and
     preferred at (P)B2, (P)Caa1, and (P)Caa2 respectively

Ratings Affirmed:

   * Corporate Family rating at B2

   * Speculative Grade Liquidity rating at SGL-3

Lear Corporation, headquartered in Southfield, Michigan, is an
integrator of automotive interiors, including seat systems,
interior trim and electrical systems.  The company had revenues of
$17 billion in 2005 and has more than 11,000 employees in 34
countries.


LG.PHILIPS DISPLAYS: Taps Pepper Hamilton as Bankruptcy Counsel
---------------------------------------------------------------
LG.Philips Displays USA, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware for permission to employ Pepper Hamilton
LLP as its bankruptcy counsel.

Pepper Hamilton will:

    a. provide legal advice with respect to the Debtor's powers
       and duties as a debtor-in-possession in the continued
       operation of its business and management of its assets;

    b. assist the Debtor in maximizing the value of its assets for
       the benefit of all creditors and other parties in interest;

    c. commence and prosecute any and all necessary and
       appropriate actions or proceedings on behalf of the Debtor
       and its assets;

    d. prepare, on behalf of the Debtor, all of the applications,
       motions, answers, orders, reports and other legal papers
       necessary in the Debtor's bankruptcy proceeding;

    e. appear in Court to represent and protect the interests of
       the Debtor and its estates; and

    f. perform all other legal services for the Debtor that may be
       necessary and proper in this Chapter 11 proceeding.

William Cohen, Esq., a partner at Pepper Hamilton, tells the Court
that the Firm's professionals will be paid their customary hourly
rates.  Documents submitted to the Court did not indicate the
amount of the Firm's professionals fees.

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

Headquartered in San Diego, California, LG.Philips Displays USA,
Inc. is an indirect American affiliate of LG.Philips Displays
Holding B.V.  The company manufactures cathode ray tubes that are
incorporated into television sets and computer monitors.  The
company filed for chapter 11 protection on Mar. 15, 2006 (Bankr.
D. Del. Case No. 06-10245).  Adam Hiller, Esq., at Pepper Hamilton
LLP represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $50 million and
$100 million.


LG.PHILIPS DISPLAYS: Wants Until May 1 to File Schedules
--------------------------------------------------------
LG.Philips Displays USA, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware to extend, until May 1, 2006, the
deadline to file its schedules of assets and liabilities and
statement of financial affairs.

The Debtor explains to the Court that not only is its operations
complex and span multiple countries, it only has few employees
working diligently to negotiate with representatives of the Bank
Group, the Debtor's affiliates, the Debtor's suppliers, the
Debtor's customers, and other key parties in order to ensure the
smoothest possible transition into Chapter 11.

The Debtor tells the Court that it was unable to assemble all
information necessary to complete and file its schedules before
filing for bankruptcy.  The Debtor contends that completing the
schedules will require the collection, review and assembly of a
large quantity of information.

The Debtor assures that Court that it recognizes the importance of
gathering the information and fully intends to complete the
schedules as quickly as possible.

Headquartered in San Diego, California, LG.Philips Displays USA,
Inc. is an indirect American affiliate of LG.Philips Displays
Holding B.V.  The company manufactures cathode ray tubes that are
incorporated into television sets and computer monitors.  The
company filed for chapter 11 protection on Mar. 15, 2006 (Bankr.
D. Del. Case No. 06-10245).  Adam Hiller, Esq., at Pepper Hamilton
LLP represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $50 million and
$100 million.


LIMITED BRANDS: Moody's Holds (P)Ba1 Preferred Shelf Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of Limited Brands,
Inc., including its senior unsecured long-term rating of Baa2 and
its short-term rating of Prime-2, but changed the rating outlook
to negative from stable.  The change in outlook reflects Moody's
concerns that Limited will be challenged to sustain credit metrics
appropriate for its rating levels given the recent soft
performance of its two major businesses, Victoria's Secret and
Bath & Body Works; given Moody's view that these businesses could
be approaching maturity in terms of store count and margin
expansion; and given the fact that Limited's apparel business,
nearly one-quarter of consolidated sales, remains an unreliable
performer in terms of profitability.

Ratings affirmed:

   * Senior unsecured notes and debentures at Baa2
   * Senior unsecured shelf at (P)Baa2
   * Subordinated shelf at (P)Baa3
   * Preferred shelf at (P)Ba1
   * Commercial paper at Prime-2

Limited's ratings incorporate the wide acceptance of its well-
known brands, its track record of new product development, its
disciplined operating management and its stable generation of
annual operating cash flow, as well as the intense competition in
all its businesses, the high fashion content in its major product
offerings, its moderately high adjusted leverage and extreme
seasonality, the volatility of its apparel segment and its
aggressive financial policy regarding shareholder enhancement.

Victoria's Secret and Bath & Body Works remain the major source of
revenues and income.  Victoria's Secret generally produces
positive comparable store sales and solid margins, despite intense
competition, because its merchandise is differentiated, attractive
and sophisticated.  However, comparable store sales rose only 1%
in fiscal 2005, as not all new products gained traction with
consumers.

BBW's re-positioning as an apothecary of beauty and well-being
could distinguish its assortments from the numerous competing
products in a variety of formats.  BBW's operating profit margin
for fiscal 2005 fell to 17.7%, from the prior year's 18.4%, as
holiday performance did not compensate for the third quarter
operating loss which resulted from costs to support new products,
the holiday floor set and the launch of its Internet site.

While the sales of these two businesses can grow through frequent
new product introductions, such as the IPEX bra and Dr. Patricia
Wexler skin care, the extent of the company's retail network
challenges its ability to expand the store base materially absent
the success of new formats that are still in testing and are not
yet proven.  Limited's apparel business is an erratic performer
that lost $92 million in fiscal 2005, although the fourth fiscal
quarter was profitable.  While relatively new management at
Express and broader product assortments at lower opening price
points may succeed in increasing customer traffic, it is unlikely
that significant improvement can be realized in the near term, in
Moody's view.

Despite the competition facing all its divisions and the poor
performance in the apparel segment, annual consolidated cash from
operations has been more than sufficient to cover capital
expenditures for many years.  Annual operating cash flow is
generated in the second and fourth fiscal quarters, given the
holiday appeal of many of Limited's product offerings, with
negative cash flow from operations during the first and third
quarters.

Shareholder enhancement became much more aggressive in 2004, when
Limited repurchased $3.1 billion of common shares and paid a
special dividend of $500 million, in addition to regular
dividends.  Funding for shareholder enhancement required $1
billion in new debt and the use of about $1.9 billion of existing
cash balances.  The incremental debt increased what was already
moderately high adjusted leverage.  In addition, Limited's lower
cash balances translate into less cushion for the pronounced
seasonality of its businesses and the growing concentration of
sales and earnings in Victoria's Secret and BBW.  Before 2004,
Limited had repurchased shares without borrowing.

Ratings could be lowered if the market position of Victoria's
Secret or BBW deteriorates, if operating losses continue in the
apparel business, if EBIT to interest expense is likely to be
sustained at less than 2.5 times or debt to EBITDA at greater than
4 times or retained cash flow to debt of less than 15%.

Given the change in outlook to negative, an upgrade is unlikely in
the intermediate term.  The rating outlook could stabilize if the
apparel business breaks even on an operating profit basis, if EBIT
to interest is likely to be sustained at 3 times, debt to EBITDA
at no more than 3.5 times and retained cash flow to debt at 20%.
Over the long term, an upgrade would require consistently positive
comparable store sales in all brands, expansion in profit margins,
sustained profitability in the apparel businesses, EBIT to
interest exceeding 3.5 times, debt to EBITDA of less than 3 times
and retained cash flow to debt of over 25%.

Headquartered in Columbus, Ohio, Limited Brands, Inc. operates
about 3,590 specialty stores under the Victoria's Secret, Bath &
Body Works, Express, Limited Stores, White Barn Candle Co., and
Henri Bendel names, and sells products online.  Revenues for the
fiscal year ended Jan. 28, 2006, were exceeded $9.69 billion.


LONG BEACH: DBRS Puts BB Rating on $17.6 Million Class N-3 Notes
----------------------------------------------------------------
Dominion Bond Rating Service assigned new ratings of A (low), BBB
(low), and BB (high) to these NIM Notes, Series 2006-2, issued by
Long Beach Asset Holdings Corp. CI 2006-2:

      * $82.8 million, Class N-1 -- New Rating A (low)

      * $19.5 million, Class N-2 -- New Rating BBB (low)

      * $17.6 million, Class N-3 -- New Rating BB

The NIM Notes are backed by a 100% interest in the Class C and
Class P Certificates issued by Long Beach Mortgage Loan Trust
2006-2.  The Class C Certificates will be entitled to all excess
interest in the underlying trust, and the Class P certificates
will be entitled to all prepayment premiums or charges received in
respect of the mortgage loans.  The NIM Notes will also be
entitled to the benefits of the underlying Swap Agreement with
Bank of America, N.A. as well as any remaining amounts in the
underlying final maturity reserve account.

Payments on the NIM Notes will be made on the 25th of each month
commencing in April 2006.  The interest payment amount will be
distributed to the Noteholders, followed by the principal payment
amount to the Noteholders until the principal balance of the NIM
Notes is reduced to zero.  Any remaining amounts will be
distributed to the Issuer.

The mortgage loans in the Underlying Trust were originated or
acquired by Long Beach Mortgage Company.


MANTLE BUSINESS: Case Summary & 10 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Mantle Business Inc.
        1835 Northeast Miami Gardens Drive #414
        North Miami Beach, Florida 33179

Bankruptcy Case No.: 06-11168

Type of Business: The Debtor previously filed for chapter 11
                  protection on February 7, 2005 (Bankr. S.D.
                  Florida, Case No. 05-20591).

Chapter 11 Petition Date: March 31, 2006

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Brian S. Behar, Esq.
                  Behar, Gutt & Glazer, P.A.
                  2999 Northeast 191 Street, 5th Floor
                  Aventura, Florida 33180
                  Tel: (305) 931-3771
                  Fax: (305) 931-3774

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Dr. Toy Store                             $500,000
124 Northeast 1st Avenue
Hallandale, FL 33009

Broward County Revenue                     $11,844
Collections Division

Sun & Sea Food Service Plus, Inc.           $5,000
Smith & Supraski
2450 Northeast Miami Gardens Drive
2nd Floor
North Miami Beach, FL 33180

Florida Department of Revenue                 $168

Monster Worldwide/Monster Track               $100

City of Hallandale Beach                       $67

Expo Services                                  $50

Federal Express                                $38

UPS                                            $24

City of Hallandale Beach                       $22


MAYTAG CORP: Fitch Lifts Sr. Unsec. Notes' Rating to BBB from B+
----------------------------------------------------------------
With the closing of the Maytag merger, Fitch Ratings downgraded
the debt ratings of Whirlpool Corporation one notch, affirmed
the rating on Whirlpool Corp.'s and Whirlpool Finance B.V.'s
Short-Term Issuer Default Rating at 'F2', and removed Whirlpool's
ratings from Rating Watch Negative, where they was placed on
July 19, 2005.

Fitch also raised to 'BBB' from 'B+' Maytag's Long-Term IDR and
senior unsecured debt ratings and withdrew the rating on Maytag's
asset-based secured credit facility.  Maytag's ratings have been
removed from rating watch evolving, where they were placed on
July 19, 2005.  The Rating Outlook is Stable for all ratings.  On
Dec. 31, 2005, Whirlpool had $1.2 billion of debt and no
commercial paper outstanding and Maytag had $972 million of debt.

Whirlpool:

   -- Long-Term Issuer Default Rating downgraded to 'BBB'
      from 'BBB+'

   -- Short-Term Issuer Default Rating affirmed at 'F2'

   -- Senior Unsecured Notes downgraded to BBB from BBB+'

   -- $2.7 billion revolving credit facility downgraded to 'BBB'
      from 'BBB+' (Whirlpool Corp., Whirlpool Europe B.V. and
      Whirlpool Finance B.V. as borrowers).

Maytag:

   -- Issuer Default Rating upgraded to 'BBB' from 'B+'
   -- Senior unsecured notes upgraded to 'BBB' from 'B+'
   -- Secured credit facility, rated 'BB+', withdrawn

The ratings reflect:

   * the increase in leverage;

   * risks associated with combining operations that could take
     longer than planned or result in less cost savings than
     anticipated;

   * the potential for further restructurings after the merger;

   * ongoing difficult industry conditions; and

   * Maytag's poor performance in recent years, particularly
     in 2005.

Industry conditions remain challenging with intense competition,
retail consolidation and, more recently, significantly higher raw
material and transportation costs.  In addition, the potential for
slowing consumer demand in the U.S. has increased with:

   * higher household debt levels;

   * rising short-term interest rates, which have affected
     mortgage and home equity borrowing rates; and

   * a robust housing market that has peaked.

The ratings also consider Whirlpool's global manufacturing
platforms and sourcing as well as ongoing productivity
improvement, which have allowed it to mitigate sustained cost
increases amounting to over $800 million over the past two years.
In addition, distribution channels with Maytag are expected to be
enhanced, particularly with retailers, with Whirlpool selling to
100% of key trade participants and maintaining its position with
builders.

Whirlpool's expectations are for a run rate annual cost savings of
$300 million-$400 million after three years, although achieving
these efficiencies will require one-time costs and capital
investments currently estimated at $350 million to $500 million.
It is expected that these costs will be substantially incurred in
the first two years after the acquisition.  The magnitude of
potential savings appears reasonable with the expectation of
considerable cost efficiencies resulting from the combination of
the two companies.  Cost advantages for producing Maytag's
products in existing Whirlpool plants are also anticipated as are
purchasing and distribution benefits.

Supporting the ratings are:

   * Whirlpool's use of equity to finance half of the cash
     purchase of Maytag's shares;

   * the expectation that free cash flow will be used to reduce
     debt quickly; and

   * the expectation of discontinuance of stock repurchases and
     adequate liquidity.

Credit protection measures are anticipated to remain in line with
a 'BBB' rated entity.  Pro forma for the acquisition, leverage as
measured by funds from operations to adjusted debt (adjusted for
leases) will increase to 3.5x from 2.1x, total adjusted
debt/operating EBITDAR is projected to rise to 2.6x up from
Whirlpool's 1.7x and operating EBITDA to gross interest may
decline to around 6.0x from 10x in 2005.


ML-CFC COMMERCIAL: DBRS Rates Six Certificate Classes at Low-B
--------------------------------------------------------------
Dominion Bond Rating Service finalized the ratings of various
classes of ML-CFC Mortgage Trust, Series 2006-1, Commercial
Mortgage Pass-Through Certificates.  The trends are Stable.

Finalized ratings:

                    * Class A-1 -- AAA
                    * Class A-2 -- AAA
                    * Class A-3 -- AAA
                    * Class A-3FL -- AAA
                    * Class A-SB -- AAA
                    * Class A-4 -- AAA
                    * Class A-1A -- AAA
                    * Class AM -- AAA
                    * Class AJ -- AAA
                    * Class X -- AAA
                    * Class A-3B -- AAA
                    * Class AN-FL -- AAA
                    * Class B -- AA
                    * Class C -- AA (low)
                    * Class D -- A
                    * Class E -- A (low)
                    * Class F -- BBB (high)
                    * Class G -- BBB
                    * Class H -- BBB (low)
                    * Class J -- BB (high)
                    * Class K -- BB
                    * Class L -- BB (low)
                    * Class M -- B (high)
                    * Class N -- B
                    * Class P -- B (low)

The collateral consists of 152 fixed-rate loans secured by 212
multi-family, mobile home parks, and commercial properties.  The
portfolio has a balance of $2,141,833,152.  Although approximately
12.1% of the pool is represented by hotel properties, which
typically have higher-than-average cash flow volatility, all of
the hotels in the pool have the benefit of a national flag.
Additionally, DBRS sampled three of the five hotel loans in the
pool and generally found them to be in good condition and well
located in suburban in-fill locations.  DBRS reviewed 62.5% of the
pool and found 68.9% of the loans sampled to have strong
sponsorship.

DBRS shadow rates three loans, representing 13.5% of the pool,
investment grade.  The investment-grade shadow-rated loans
indicate the long-term stability of the underlying assets.  The
shadow-rated investment-grade ratings assigned by DBRS are:

   * Kenwood Towne Centre -- AAA
   * 60 State Street -- AAA
   * Southern California Ground Leases -- "A"

Comparable to many deals issued in 2005 and 2006, loans with
interest-only periods represent a significant percent of the pool.


MMCA AUTO: Moody's Reviews 2002 Securitization Deals for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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


MORGAN STANLEY: DBRS Rates $14.2MM Class B-3 Certs. at BBB (low)
----------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the
Mortgage Pass-Through Certificates, Series 2006-NC2 issued by
Morgan Stanley Capital I Inc. Trust 2006-NC2:

   * $430.6 million, Class A-1 -- New Rating AAA
   * $352.8 million, Class A-2a -- New Rating AAA
   * $102.3 million, Class A-2b -- New Rating AAA
   * $156.0 million, Class A-2c -- New Rating AAA
   * $100.0 million, Class A-2d -- New Rating AAA
   * $54.0 million, Class M-1 -- New Rating AA (high)
   * $41.2 million, Class M-2 -- New Rating AA
   * $24.9 million, Class M-3 -- New Rating AA (low)
   * $22.0 million, Class M-4 -- New Rating A (high)
   * $22.0 million, Class M-5 -- New Rating A (high)
   * $19.9 million, Class M-6 -- New Rating A
   * $19.9 million, Class B-1 -- New Rating BBB (high)
   * $15.6 million, Class B-2 -- New Rating BBB
   * $14.2 million, Class B-3 -- New Rating BBB (low)

The AAA ratings on the Class A Certificates reflect 19.60% of
credit enhancement provided by the subordinate classes, initial
overcollateralization, and monthly excess spread.  The AA (high)
rating on Class M-1 reflects 15.80% of credit enhancement.  The AA
rating on Class M-2 reflects 12.90% of credit enhancement.  The AA
(low) rating on Class M-3 reflects 11.15% of credit enhancement.
The A (high) rating on Class M-4 reflects 9.60% of credit
enhancement.  The A (high) rating on Class M-5 reflects 8.05% of
credit enhancement.  The "A" rating on Class M-6 reflects 6.65% of
credit enhancement.  The BBB (high) rating on Class B-1 reflects
5.25% of credit enhancement.  The BBB rating on Class B-2 reflects
4.15% of credit enhancement.  The BBB (low) rating on Class B-3
reflects 3.15% of credit enhancement.

The ratings of the certificates also reflect the quality of the
underlying assets and the capabilities of Wells Fargo Bank, N.A.,
as Servicer, as well as the integrity of the legal structure of
the transaction.  Deutsche Bank National Trust Company will act as
the Trustee.  The Trust will enter into an interest rate swap
agreement with Morgan Stanley Capital Services Inc.  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 to the Class A Certificates,
followed by interest to the subordinate classes.  Principal
collected will be paid exclusively to the Class A Certificates,
unless paid down to zero, until the step-down date.  After the
step-down date, and provided that certain performance tests have
been met, principal payments may be distributed to the subordinate
certificates.  Additionally, provided that certain performance
tests have been met, the level of overcollateralization may be
allowed to step down to 6.30% of the then-current balance of the
mortgage loans.

The mortgage loans in the Underlying Trust were originated or
acquired by New Century Mortgage Corporation.  As of the cut-off
date, the mortgage loans will have an aggregate principal balance
of $1,420,030,872.  The weighted average mortgage rate is 7.84%,
the weighted average FICO is 623, and the weighted average
combined original loan-to-value ratio is 80.06%, without taking
into consideration the combined loan-to-value on the piggybacked
loans.


NADER MODANLO: Section 341(a) Meeting Rescheduled to April 20
-------------------------------------------------------------
The U.S. Trustee for Region 4 rescheduled the meeting of The
Brooklyn Hospital Center and its debtor-affiliate's creditors to
1:30 p.m., on Apr. 20, 2006.  The meeting will be held at
6305 Ivy Lane, Suite 600, in Greenbelt, Maryland.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Nader Modanlo of Potomac, Maryland, is the President of Final
Analysis Communication Services, Inc.  Mr. Modanlo filed for
chapter 11 protection on July 22, 2005 (Bankr. D. Md. Case No.
05-26549).  Joel S. Aronson, Esq., at Ridberg Sherbill & Aronson
LLP, represents the Debtor.  When the Debtor filed for protection
from his creditors, he listed total assets of $776,237 and total
debts of $106,002,690.  Christopher B. Mead is the chapter 11
Trustee for the Debtor's estate.


NATIONAL CONSUMER: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: National Consumer Mortgage
        505 South Main Street
        #1200, CA 92868
        Tel: (800) 973-5085

Bankruptcy Case No.: 06-10429

Type of Business: The Debtor is an independent mortgage brokerage
                  that creates and processes home loans.  See
                  http://www.nationalconsumermortgage.com/

Chapter 11 Petition Date: April 3, 2006

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Lorraine L. Loder, Esq.
                  601 West 5th Street, 8th Floor
                  Los Angeles, California 90071-2004
                  Tel: (213) 623-8774

Total Assets: $1,102,135

Total Debts:  $32,846,858

Debtor's 15 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Bertha A. Macias                          $615,000
100 North Eucalyptus Drive
Anaheim Hills, CA 92808

Julian & Patricia Nava                    $610,000
19336 Paradise Mountain Road
Valley Center, CA 92082

Jill & Douglas Sendor-Laychak             $513,000
15 Haliwell Drive
Stamford, CT 06902

Aleta G. Kellam                           $500,000
28671 Via Pasatiempo
Laguna Niguel, CA 92677

Melissa Miller                            $475,000
10740 Wildridge Court
Parker, CO 80138

Tucker Family Invest.                     $425,000
12741 East Caley Avenue Unit 14
Englewood, CO 80111

Jonathan B. Sendor                        $419,000
7900 East Dartmouth Avenue, Unit 60
Denver, CO 80231

Cody & Carol Signster                     $412,000
P.O. Box 56363
Los Angeles, CA 90056

Mary V. Trosclair                         $360,000
1853 South Hayworth Avenue
Los Angeles, CA 90035

Tedd W. Sabus                             $350,000
15313 West 51st Pl.
Golden, CO 80403

Kristy M. Suda                            $350,000
9178 Scenic Pine Drive
Parker, CO 80134

Diana Jones                               $349,500
6842 Tillamook Avenue
Westminster, CA 92683

Edward P. Morrow                          $346,500
18422 Kenmark Lane
Cypress, TX 77433

Ladon & Nita Bryant                       $325,000
1030 Hutcherson Road
Russellville, AR 72802

Harley Caro Kirshcenmann                  $320,000
5583 Golf Course Drive
Morrison, CO 80465


NATIONAL ENERGY: Equity Deficit Widens to $1 Million at Jan. 31
---------------------------------------------------------------
National Energy Services Company, Inc., delivered its financial
statements for first fiscal quarter ended Jan. 31, 2006, to the
Securities and Exchange Commission on Mar. 24, 2006.

The company reported a $100,579 net loss on $168,196 of total
operating revenues for the three months ended Jan. 31, 2006.

At Jan. 31, 2006, the company's balance sheet showed $1,209,788 in
total assets and $2,312,682 in total liabilities, resulting in a
$1,002,894 stockholders' equity deficit.

The company's Jan. 31 balance sheet also showed strained liquidity
with $704,655 in total current assets available to pay $1,358,368
in total current liabilities coming due within the next 12 months.

Full-text copies of National Energy Services Company, Inc.'s
financial statements for the three months ended Jan. 31, 2006, are
available for free at http://ResearchArchives.com/t/s?757

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Mar. 22, 2006,
Bagell Josephs & Company, LLC, expressed substantial doubt about
National Energy Services Company, Inc.'s ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal years ended Oct. 31, 2005, and 2004.  The auditing
firm pointed to the Company's substantial net losses for the years
ended Oct. 31, 2005, and 2004 that has resulted in substantial
accumulated deficits.

                      About National Energy

Headquartered in Egg Harbor Township, New Jersey, National Energy
Services Company, Inc. -- http://www.nescorporation.com/-- is
engaged in the business of marketing a comprehensive energy
management program for long- term care and hospitality facilities.
The program features an upgrade to lighting fixtures, improved
heating, venting and air conditioning (HVAC) equipment, ozone
laundry support systems (OLSS).  The facilities generally recover
the cost of these renovations through the monthly energy savings,
resulting in no out-of-pocket costs to the facility.

At Jan. 31, 2006, National Energy's stockholders' equity deficit
widened to $1,002,894 from a $295,208 deficit at Oct. 31, 2004.


NCFC FACILITIES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: NCFC Facilities, Inc.
        2708 Northeast Main Street
        Ennis, Texas 75119

Bankruptcy Case No.: 06-31413

Chapter 11 Petition Date: April 3, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  Eric A. Liepins, P.C.
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591

Total Assets: $2,200,000

Total Debts:  $1,564,243

Debtor's 3 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Ennis ISD Tax Office                        $9,295
Janice McAda: Tax A/C
P.O. Box 1420
Ennis, TX 75120-1420

City of Ennis                               $4,107
P.O. Box 220
Ennis, TX 75120

John Bridges, RTA, CTA, CSTA                $1,841
Ellis County Tax Assessor-Collector
114 South Rogers
Waxahachie, TX 75165


NETWORK INSTALLATION: Appoints Christopher Pizzo as CFO
-------------------------------------------------------
Network Installation Corp. (OTC Bulletin Board: NWKI) appointed
Christopher G. Pizzo as its Chief Financial Officer.

"We are excited to have added a professional of Chris' caliber to
our senior management team," Network Installation CEO Jeffrey R.
Hultman stated.  "Network Installation is undergoing a period of
rapid growth and in order for us to successfully manage that
process, we needed to further expand our financial competencies.
Chris also brings with him significant operational experience and
knowledge which will be a valuable asset to our Company."

"The opportunities that present themselves at Network Installation
and its wholly owned subsidiary, Kelley Technologies, are
extremely exciting," Mr. Pizzo commented.  "I am proud to have
joined a company that is poised for growth in an industry that is
rapidly evolving.  The proven track records of the senior
management team put Network Installation and Kelley Technologies
in a very strong position for both short and long term success.  I
look forward to adding value here at Network Installation."

Mr. Pizzo, CPA, MBA is an accomplished finance and operations
executive with more than 15 years of corporate finance,
accounting, and business development experience in both corporate
and entrepreneurial environments.  Over the past 15 years, Mr.
Rizzo has held several senior financial and operational positions
including tenure with Nasdaq and London Stock Exchange companies
'The Knot' and 'London & Leeds Development', a wholly owned
subsidiary of Ladbroke Group, PLC.

Michael V. Rosenthal, Network Installation Interim CFO and Kelley
Technologies COO, has resigned his positions with the Company to
pursue other interests.

                About Network Installation Corp.

Headquartered in Irvine, California, Network Installation Corp. --
http://www.networkinstallationcorp.net/-- is a single source
provider of communications infrastructure, specializing in the
design, installation, deployment and integration of specialty
systems and computer networks.  Through its wholly-owned
subsidiaries, Com Services and Kelley Technologies, Network
Installation provides its services to these customers and
industries: Gaming & casinos, local and regional municipalities,
K-12 and education.

At Sept. 30, 2005, Network Installation's balance sheet showed a
$6,700,753 stockholders' deficit, compared to a $1,877,631 deficit
at Dec. 31, 2004.


NOBEX CORPORATION: Blank Rome Approved as Panel's Bankr. Counsel
----------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware gave the Official Committee of
Unsecured Creditors appointed in Nobex Corporation's bankruptcy
case permission to retain Blank Rome LLP as its bankruptcy
counsel.

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Blank Rome will represent the Committee and perform necessary
legal services in connection with carrying out its fiduciary
duties and responsibilities under Section 1103(c) of the
Bankruptcy Code and other relevant provisions of the Bankruptcy
Code.

Michael B. Schaedle, Esq., and David W. Carickhoff, Esq., are the
lead attorneys from Blank Rome.  Mr. Schaedle charges $405 per
hour for his services while Mr. Carickhoff charges $280 per hour.

Blank Rome's professionals bill:

    Designation            Hourly Rate
    -----------            -----------
    Partners & Counsel     $300 - $675
    Associates             $195 - $400
    Paralegals             $105 - $250

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., provide 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.


OLD HOLLAND: Hires R. Keith Johnson as Bankruptcy Counsel
---------------------------------------------------------
Old Holland Road, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ R. Keith Johnson, Esq., and his firm, R. Keith Johnson,
P.A., as its bankruptcy counsel.

Mr. Johnson is expected to:

    a. provide the Debtor legal advice with respect to its powers
       and duties as debtor-in-possession in the continued
       operation of its business and management of its properties;

    b. negotiate, prepare and pursue confirmation of a chapter 11
       plan and approval of a disclosure statement, and all
       related reorganization agreements or documents;

    c. prepare on behalf of the Debtors necessary applications,
       motions, answers, orders, reports, and other legal papers;

    d. commence and litigate to judgment or otherwise resolve any
       adversary proceedings;

    e. appear in Court to protect the interest of the Debtor
       before the Court; and

    f. perform all other legal services for the Debtor which may
       be necessary and proper in the Debtor's chapter 11
       proceedings.

Mr. Johnson tells the Court that he will bill $325 per hour for
this engagement.  Mr. Johnson further tells the Court that Anne
Whitley, a paralegal at his firm, will bill $90 per hour.

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

Headquartered in Charlotte, North Carolina, Old Holland Road, LLC,
filed for chapter 11 protection on Mar. 14, 2006 (Bankr. W.D. N.C.
Case No. 06-30373).  R. Keith Johnson, Esq., at R. Keith Johnson,
P.A., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets totaling $2,878,980 and debts totaling $22,443,190.


OLD HOLLAND: Section 341(a) Meeting Scheduled for April 12
----------------------------------------------------------
The U.S. Bankruptcy Administrator for North Carolina will convene
a meeting of Old Holland Road, LLC's creditors at 2:00 p.m., on
April 12, 2006, at the U.S. Bankruptcy Administrators Office, 402
West Trade Street, Suite 205, in Charlotte, North Carolina.  This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Charlotte, North Carolina, Old Holland Road, LLC
filed for chapter 11 protection on Mar. 14, 2006 (Bankr. W.D. N.C.
Case No. 06-30373).  R. Keith Johnson, Esq., at R. Keith Johnson,
P.A., represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
assets totaling $2,878,980 and debts totaling $22,443,190.


PARNELL CHRYSLER: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Parnell Chrysler, Plymouth, Jeep, Eagle, Inc.
        dba Pruitt Chrysler Jeep Suzuki
        2900 Old Jacksboro Highway
        Wichita Falls, Texas 76302
        Tel: (940) 761-1011

Bankruptcy Case No.: 06-40972

Type of Business: The Debtor sells automobiles such as
                  Chrysler and Plymouth brands.  See
                  http://www.parnellchrysler.com/

Chapter 11 Petition Date: April 3, 2006

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Jeff P. Prostok, Esq.
                  Forshey & Prostok, LLP
                  777 Main Street, Suite 1290
                  Fort Worth, Texas 76102
                  Tel: (817) 877-8855
                  Fax: (817) 877-4161

Estimated Assets: $1 Million $10 Million

Estimated Debts:  $1 Million $10 Million

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


PERFORMANCE TRANSPORTATION: Taps Huron as Financial Advisors
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Performance
Transportation Services, Inc., and its debtor-affiliates requires
financial advisory services to enable it to execute faithfully its
duties on behalf of creditors in the Debtors' Chapter 11 cases.

Right after the selection of its members, the Committee chose
Huron Consulting Services LLC as its financial advisor.  Huron is
a national, full-service consulting firm that provides corporate
restructuring services, valuation, operational consulting and
financial and economic analysis.

Specifically, Huron will:

   a. review and analyze financial information prepared by the
      Debtors, their accountants or financial advisors;

   b. monitor and analyze the Debtors' operations, cash
      expenditures, court filings, proposed incentive programs,
      business plans, and projected cash requirements;

   c. attend meetings of the Committee, the Debtors and their
      professionals, bankruptcy court hearings and participate in
      other matters and on the occasions as the Committee may,
      from time-to-time, requests;

   d. review and analyze any plan of reorganization proposed by
      the Debtors or any other party, and assist in the
      negotiation of a plan on behalf of the Committee;

   e. review and analyze recommendations regarding any proposed
      transactions for which the Debtors seek Court approval;

   f. review of reports as to the Debtors' business and their
      operations;

   g. analyze with respect to the prepetition property,
      liabilities and financial condition of the Debtors, and the
      transfers to and accounts with and among the Debtors'
      affiliates;

   h. support any bankruptcy court proceedings necessary or
      appropriate to maximize the Committee's constituents'
      recovery, including expert witness or other testimony;

   i. provide valuation and general restructuring advice as
      requested by the Committee; and

   j. other services as the Committee and Huron may, from time-
      to-time, deem necessary or appropriate.

Huron has agreed to a fixed fee of $40,000 per month for the
duration of its engagement.  However, if the time expended by the
firm's professionals multiplied by Huron's standard hourly rates
for each professional exceeds the aggregate Monthly Fees over the
duration of the engagement, the firm reserves the right to
request in its final fee application the balance of the fees
incurred in excess of the Monthly Fees paid.

Huron Managing director Steven R. Korf asserts that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).

Pursuant to Section 1103 of the Bankruptcy Code, the Committee
sought and obtained Judge Kaplan's permission to retain Huron as
its financial advisor, nunc pro tunc to February 8, 2006.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets between $10 million and $50
million and more than $100 million in debts.  (Performance
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


RENAL CARE: Fresenius Merger Prompts S&P to Withdraw BB- Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Renal
Care Group Inc., including the 'BB-' corporate credit rating.

"The ratings were withdrawn following the US Federal Trade
Commission's approval of the company's acquisition by Fresenius
Medical Care AG & Co KgaA," explained Standard & Poor's credit
analyst Jesse Juliano.


RESI FINANCE: Moody's Upgrades Eight Low-B Securitization Ratings
-----------------------------------------------------------------
Moody's Investors Service upgrades sixteen tranches issued by Real
Estate Synthetic Securities Investment Finance Limited Partnership
2003-A and 2003-B.  These deals have high credit enhancement
levels compared to the expected loss projections.  The underlying
collateral is performing better than anticipated due to the high
prepayment volumes, low delinquency percentages, and low credit
losses.

Complete rating actions are:

   Issuer: RESI Finance Limited Partnership 2003-A

   * Class B-3, Upgrade from A2 to Aa2;
   * Class B-4, Upgrade from A3 to Aa3;
   * Class B-5, Upgrade from Baa2 to A2;
   * Class B-6, Upgrade from Baa3 to A3;
   * Class B-7, Upgrade from Ba2 to Baa2;
   * Class B-8, Upgrade from Ba3 to Baa3;
   * Class B-9, Upgrade from B2 to Ba2;
   * Class B-10, Upgrade from B3 to Ba3.

   Issuer: RESI Finance Limited Partnership 2003-B

   * Class B-3, Upgrade from A2 to Aa2;
   * Class B-4, Upgrade from A3 to Aa3;
   * Class B-5, Upgrade from Baa2 to A2;
   * Class B-6, Upgrade from Baa3 to A3;
   * Class B-7, Upgrade from Ba2 to Baa2;
   * Class B-8, Upgrade from Ba3 to Baa3;
   * Class B-9, Upgrade from B2 to Ba2;
   * Class B-10, Upgrade from B3 to Ba3.


RIVERSTONE NETWORKS: Panel Hires Landis Rath as Local Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Riverstone Networks, Inc., and its debtor-affiliates' bankruptcy
cases sought and obtained authority from the U.S. Bankruptcy Court
for the District of Delaware to retain Landis Rath & Cobb LLP as
its local bankruptcy counsel, nunc pro tunc to Feb. 17, 2006.

As reported in the Troubled Company Reporter on Mar. 15, 2006, in
order to minimize duplication of efforts, Landis Rath will
coordinate its work with Schulte Roth & Zabel LLP, the Committee's
lead counsel.

Landis Rath is expected to:

   (a) render legal advice with respect to the powers and duties
       of the Committee and other participants in the Debtors'
       cases;

   (b) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtors, the operation of the Debtors' cases and to the
       extent those matters may affect the Debtors' creditors;

   (c) participate in negotiations with parties-in-interest with
       respect to any disposition of the Debtors' assets, plan of
       reorganization and disclosure statement in connection with
       that plan, and otherwise protect and promote the interests
       of the Debtors' creditors;

   (d) prepare all necessary applications, motions, answers,
       orders, reports and papers on behalf of the Committee, and
       appear on behalf of the Committee at Court hearings as
       necessary and appropriate in connection with the Debtors'
       cases;

   (e) render legal advice and perform legal services in
       connection with those services; and

   (f) perform all other necessary legal services in connection
       with the Debtors' chapter 11 cases, as may be requested by
       the Committee.

Adam G. Landis, Esq., a partner at Landis Rath & Cobb LLP,
disclosed that the Firm's hourly rates are:

   Professional             Designation     Hourly Rate
   ------------             -----------     -----------
   Adam G. Landis, Esq.     Partner             $480
   Kerri K. Mumford, Esq.   Associate           $250

Mr. Landis assured the Court that Landis Rath & Cobb LLP is
"disinterested" as that term is defined in Section 101(14) of the
U.S. Bankruptcy Code and that the Firm does not have an interest
materially adverse to the interest of the estates.

                      About Landis Rath

Landis Rath & Cobb LLP -- http://www.lrclaw.com/-- specializes
bankruptcy and commercial litigation services.

                 About Riverstone Networks

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


SALEM COMMS: Earns $3.3 Million of Net Income in Fourth Quarter
---------------------------------------------------------------
Salem Communications Corporation (Nasdaq:SALM) disclosed its
financial results for the three-month and twelve-month periods
ended December 31, 2005.

Commenting on the company's results, Edward G. Atsinger III,
president and CEO, said, "The fourth quarter was a challenging
quarter for the radio broadcast industry, including Salem.  While
the radio industry experienced a 3% decline in revenue for the
quarter, we posted same station revenue growth of 1% and same
station operating income growth of 3%.  Our results reflect the
absence of almost $1.0 million of political revenue in the fourth
quarter of 2005 that we had in the fourth quarter of 2004.
Positives for the quarter include the performance of our News Talk
stations, which posted 16% same station revenue growth, and our
consistent local and national block programming business, which
grew revenue by 8% over last year on a same station basis."

Mr. Atsinger continued, "The challenging environment for radio at
the end of 2005 has continued into the first quarter of 2006 and
is reflected in our first quarter guidance; looking further into
2006 and longer term, we are optimistic.  Nearly half of our radio
stations are in a start-up or early development stage and we are
focused on developing these stations to maturity.  We successfully
finished our national block programming renewal process with a 5%
increase in programming rates.  Additionally, we continue to build
and solidify our position as the leader in Christian content on
the Internet."

                   Fourth Quarter 2005 Results

For the quarter ended December 31, 2005, compared to the quarter
ended December 31, 2004:

   -- Net broadcasting revenue increased 5.1% to $51.5 million
      from $49.0 million;

   -- Operating income increased 11.7% to $12.0 million from
      $10.7 million;

   -- Net income decreased 10.8% to $3.3 million from net income
      of $3.7 million;

   -- Station operating income increased 5.1% to $19.8 million
      from $18.8 million;

   -- EBITDA increased 12.9% to $15.3 million from $13.6 million;

   -- Adjusted EBITDA increased 11.6% to $15.1 million from
      $13.6 million;

   -- Same station net broadcasting revenue increased 1.3% to
      $47.9 million from $47.3 million;

   -- Same station SOI increased 3.2% to $19.5 million from
      $18.9 million; and

   -- Same station SOI margin increased to 40.7% from 40.0%.

Included in the results for the quarter ended December 31, 2005,
is a $0.2 million gain from discontinued operations, net of tax.

The results reflect the reclassification of the operations of
stations WTSJ (1050 AM) in Cincinnati, Ohio, WBOB (1160 AM) in
Florence, Ky. (Cincinnati market), and WBTK (1380 AM) in Richmond,
Va., to discontinued operations for all periods presented.
Combined, these three stations had net revenue of approximately
$0.3 million for the quarter ended December 31, 2005.

Other comprehensive income of $0.4 million, net of tax, is due to
the change in fair market value of the company's interest rate
swaps.

                     Full Year 2005 Results

For the twelve months ended December 31, 2005, compared to the
twelve months ended December 31, 2004:

   -- Net broadcasting revenue increased 7.9% to $201.0 million
      from $186.3 million;

   -- Operating income increased 13.0% to $43.7 million from
      $38.7 million;

   -- Net income increased 72.7% to $12.7 million from net income
      of $7.3 million;

   -- SOI increased 7.2% to $76.8 million from $71.6 million;

   -- EBITDA increased 28.5% to $56.6 million from $44.0 million;

   -- Adjusted EBITDA increased 6.7% to $57.6 million from
      $54.0 million;

   -- Same station net broadcasting revenue increased 6.0% to
      $176.0 million from $166.0 million;

   -- Same station SOI increased 9.1% to $73.1 million from
      $67.0 million; and

   -- Same station SOI margin increased to 41.5% from 40.4%.

Included in the results for the twelve months ended
December 31, 2005, are:

   -- A $0.7 million litigation cost ($0.4 million loss, net of
      tax);

   -- A $0.5 million loss on disposal of assets ($0.3 million
      loss, net of tax); and

   -- A $0.1 million gain from discontinued operations, net of
      tax.

Included in the results for the twelve months ended
December 31, 2004, are:

   -- A $3.2 million loss on disposal of assets ($2.0 million
      loss, net of tax);

   -- A $6.6 million loss from the early retirement of
      $55.6 million of the company's 9.0% senior subordinated
      notes due 2011 ($4.0 million loss, net of tax); and

   -- A $0.2 million loss from discontinued operations, net of
      tax.

The results reflect the reclassification of the operations of
stations WTSJ (1050 AM) in Cincinnati, Ohio, WBOB (1160 AM) in
Florence, Ky. (Cincinnati market), and WBTK (1380 AM) in Richmond,
Va., to discontinued operations for all periods presented.
Combined, these three stations had net revenue of approximately
$1.3 million for the year ended December 31, 2005.

Other comprehensive income of $0.3 million, net of tax, is due to
the change in fair market value of the company's interest rate
swaps.

                          Balance Sheet

As of December 31, 2005, the company had net debt of
$320.7 million and was in compliance with the covenants of its
credit facilities and bond indentures.  The company's bank
leverage ratio was 4.94 versus a compliance covenant of 6.25 and
its bond leverage ratio was 5.35 versus a compliance covenant of
7.0.

                  Acquisitions and Divestitures

During the quarter ended December 31, 2005, Salem closed the
following acquisition transactions:

   -- KOTK (1420 AM) in Omaha, Neb. (Omaha-Council Bluffs market)
      was acquired for $0.9 million on December 7, 2005; and

   -- ChurchStaffing.com was acquired for $3.1 million on
      December 15, 2005.

These acquisition and divestiture transactions were pending as of
December 31, 2005:

   -- The Singing News Magazine and its related Internet
      properties were acquired for $4.4 million on
      January 1, 2006;

   -- WTLN (950 AM) in Orlando, Fla. and WHIM (1520 AM) in Apopka,
      Fla. (Orlando market) were acquired for $10.7 million on
      January 23, 2006;

   -- WORL (660 AM) in Alamonte Springs, Fla., (Orlando market)
      was acquired in exchange for Salem's KNIT (1480 AM) in
      Dallas, Texas, on February 3, 2006;

   -- WLQV (1500 AM) in Detroit, Mich., was acquired in exchange
      for Salem's WTSJ (1050 AM) in Cincinnati, Ohio, WBOB (1160
      AM) in Florence, Ky. (Cincinnati market) and $6.8 million on
      February 10, 2006;

   -- KKFS (103.9 FM) in Lincoln, Calif. (Sacramento market) to
      be acquired from Bustos Media, which will also pay Salem
      $0.5 million of additional consideration, in exchange for
      Salem's KLMG (94.3 FM) in Jackson, Calif. (Sacramento
      market) and KBBA (103.3 FM) in Grass Valley, Calif. (the
      three stations involved in the exchange are now operated
      under local marketing agreements); and

   -- WCCD (1000 AM) in Parma, Ohio (Cleveland market) to be sold
      for $2.1 million (now operated by the acquirer under a local
      marketing agreement).

These acquisition and divestiture transactions were announced
after December 31, 2005:

   -- CrossDaily.com was acquired for $2.3 million on
      February 13, 2006; and

   -- WBTK (1380 AM) in Richmond, Va. to be sold for $1.5 million.

                        Stock Repurchases

During the quarter ended December 31, 2005, the company
repurchased 274,542 shares of its Class A common stock for
$5.0 million.  As of March 6, 2006, Salem had repurchased
1,475,362 shares of Class A common stock for approximately $24.8
million at an average price of $16.80 per share, and had
24,489,326 shares of its Class A and Class B common stock issued
and outstanding.

                   First Quarter 2006 Outlook

For the first quarter of 2006, Salem is projecting:

   -- Net broadcasting revenue to be between $49.0 million and
      $49.5 million, reflecting low single digit growth compared
      to first quarter 2005 net broadcasting revenue of
      $47.5 million;

   -- SOI to be between $16.8 million and $17.3 million,
      reflecting flat to slightly negative growth compared to
      first quarter 2005 SOI of $17.3 million; and

   -- Net income per diluted share to be between $0.01 and $0.02.

First quarter 2006 outlook includes $0.8 million of non-cash
compensation expense related to the adoption of SFAS 123(R) based
on stock options currently outstanding.

First quarter 2006 outlook reflects the following:

   -- Same station net broadcasting revenue growth in the low
      single digits compared to first quarter 2005;

   -- Same station SOI growth in the low single digits compared to
      first quarter 2005;

   -- Reduced inventory loads at KLTY (94.9 FM), our contemporary
      Christian music radio station in Dallas;

   -- Continued growth from Salem's underdeveloped radio stations,
      particularly our News Talk and CCM stations;

   -- Fixed costs associated with recently acquired stations in
      the Detroit, Honolulu, Miami, Omaha, Sacramento and Tampa
      markets; and

   -- The impact of recent acquisition, exchange and divestiture
      transactions.

                     Full Year 2006 Outlook

For full year 2006, the company expects corporate expenses of
approximately $21.2 million and non-cash compensation expense of
$1.6 million related to the adoption of SFAS 123(R) based on stock
options currently outstanding.  Salem also expects acquisition
related and income producing capital expenditures of approximately
$9 million and maintenance capital expenditures of approximately
$7 million for full year 2006.

Salem Communications Corporation (NASDAQ:SALM) --
http://www.salem.cc/-- headquartered in Camarillo, California, is
the leading U.S. radio broadcaster focused on Christian and
family-themed programming.  Upon the close of all announced
transactions, the company will own 105 radio stations, including
67 stations in 24 of the top 25 markets.  In addition to its radio
properties, Salem owns Salem Radio Network(R), which syndicates
talk, news and music programming to approximately 1,900
affiliates; Salem Radio Representatives(TM), a national radio
advertising sales force; Salem Web Network(TM), a leading Internet
provider of Christian content and online streaming; and Salem
Publishing(TM), a leading publisher of Christian-themed magazines.

                         *     *     *

Salem Communications' 7-3/4% senior subordinated notes due 2010
and 9% senior subordinated notes due 2011 carry Standard & Poor's
B- rating.


SOLO CUP: Moody's Holds Junked Rating on $325 Mil. Sub. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Solo Cup
Company's $80 million second lien term loan, affirmed other
ratings, and maintained the negative ratings outlook. Solo Cup
Company is putting the second lien term loan in place to improve
its liquidity position following raw material price increases and
seasonal inventory build that have required higher levels of
working capital.  The company has amended its existing credit
facility to allow for the second lien loan and adjust leverage and
interest coverage covenants.

The ratings reflect Solo's high financial leverage and modest free
cash flow resulting from unprecedented increases in raw material
costs, elevated energy and freight costs, competitive industry
conditions, and integration expenses associated with the 2004
acquisition of SF Holdings Group Inc., the parent company of
Sweetheart Cup Company.  The ratings benefit from Solo's strong
competitive position.

Moody's took these rating actions:

   * $80 million senior secured second lien term loan due 2012,
        assigned B3

   * $150 million senior secured revolving credit facility
        maturing February 27, 2010, affirmed B2

   * $638 million senior secured term loan B due Feb. 27, 2011,
        affirmed B2

   * $325 million 8.5% senior subordinated notes due Feb. 15,
        2014, affirmed Caa1

   * Corporate Family Rating, affirmed B2

The ratings outlook is negative.

Key ratings factors for packaging companies include:

   1) financial leverage and interest coverage;

   2) operating profile as reflected in operating profitability
      and asset efficiency; and

   3) competitive position as reflected in revenue size, the
      value-added nature of the company's products, ability of
      customers to switch to other suppliers, and substrate
      diversity.

The factor weighing most heavily on Solo's ratings at present is
high financial leverage as reflected by total debt to EBITDA and
deficit free cash flow to debt, which are moderated by Solo's
solid competitive position as reflected in its $2.4 billion in
annual revenue and strong customer base.

Pro forma for the new second lien term loan, Solo's adjusted total
debt to EBITDA for the fiscal year ended Jan. 1, 2006, was about
5.7 times.  Moody's expects that seasonal inventory build will
require significant utilization of the revolving credit facility
that will cause adjusted debt to EBITDA temporarily to rise to
about 6.3 times.

Free cash flow was a negative $50 million in fiscal 2005 but
nonetheless reflects improvement from the 2004 level of negative
$66 million.  Moody's expects free cash flow to turn positive
during the second quarter of 2006 as Solo begins to realize the
benefits of price increases implemented last fall and efficiency
measures undertaken since the Sweetheart acquisition.  Moody's
anticipates that Solo will generate sufficient cash in 2006 to
undertake modest debt reduction.

Factors supporting the ratings include Solo's competitive position
as reflected in its sizable annual revenue of $2.4 billion,
leading market positions in plastic and paper products, consumer
and business recognition of the Solo brand, and substrate
diversity.  Solo has a broad product platform, technology
leadership, and low-cost, flexible manufacturing facilities with
which to serve its primary customer base of established multi-
national quick service restaurants, retailers, and institutional
foodservice companies.  Moody's expects that although integration
expenses following the acquisition of Sweetheart have been larger
than expected, the company has made progress in realizing cost
reductions and manufacturing and supply chain efficiencies.

The B2 rating affirmed on the senior secured first lien credit
facility reflects its priority position in the capital structure
and first priority claim on the assets and capital stock of the
borrower, Solo Cup Company.  The facility is unconditionally and
irrevocably guaranteed by Solo's immediate parent, Solo Cup
Investment Corporation, and current and future domestic
subsidiaries.  Subsidiaries outside the United States provide
about 14% of consolidated revenue and are not guarantors.  The
fact that the company is seeking amendments to allow for
additional borrowings and relax covenants weighs against notching
the first lien facility above the corporate family rating at this
time, even though the second lien term loan and subordinated notes
provide significant cushion in terms of loss absorption.

The B3 rating assigned to the $80 million second lien term loan
reflects the subordination of the loan to the sizable amount of
first lien debt and expectation of full recovery in a distressed
scenario.  The loan benefits from the same guarantees as the first
lien facilities and pursuant to the terms of an intercreditor
agreement has a second priority claim on the same collateral and
pledges.  There is to be an intercreditor agreement governing
claims among lenders that will provide for, among other things,
subordination of the security interests of lenders under the
second lien facility, waivers by the second lien lenders to
challenge debtor-in-possession financing, and standstill
provisions for the second lien lenders relating to the collateral.
The second lien loan is to have maximum total leverage and minimum
interest coverage covenants that are less restrictive than the
similar covenants on the first lien facilities.

The Caa1 rating affirmed on the senior subordinated notes reflects
the contractual subordination to a significant amount of senior
debt in the capital structure and the addition of the second lien
term loan above the subordinated notes as well as significant
trade-related liabilities, which further compromise already
limited prospects for full recovery in a distressed scenario.  Any
additional increase in debt that further subordinates the notes
would likely result in a downgrade of the instrument ratings.  The
guarantors of the notes are the same as those for the secured
credit facility.

The negative outlook reflects the difficult operating environment
associated with volatile petrochemical prices, which have had the
effect of increasing Solo's raw material, energy, and freight
costs and slowing of planned leverage reduction.

The outlook or ratings could be raised, if the operating
environment becomes less hostile, liquidity improves, and Solo is
able to reduce adjusted total debt to EBITDA to below 5.0 times on
a consistent basis and raise adjusted free cash flow to debt
toward the 10% range.  The ratings could be lowered, if there is
further deterioration in the overall credit profile.

Headquartered in Highland Park, Illinois, Solo Cup Company with
annual revenues of about $2.4 billion is one of the largest
domestic manufacturers of disposable paper and plastic food and
beverage containers used in the foodservice and retail consumer
markets.  Products include cups, lids, straws, napkins, cutlery,
and plates.


SOLVEST LTD: Moody's Holds Ba3 Ratings on $700 Million Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to new senior
secured credit facilities for Dole Food Company, Inc., and Dole's
wholly owned subsidiary -- Solvest, Ltd. -- under an unconditional
secured guarantee from Dole.  Moody's also affirmed Dole's B1
corporate family rating, as well as the Ba3 rating on Dole's and
Solvest's existing senior secured debt.  The ratings on existing
Dole senior unsecured notes were downgraded to B3 from B2.  The B3
rating on second lien debt at Dole Holding Company, LLC was
affirmed.  The outlook is negative.  The action comes as Dole is
refinancing existing credit facilities with new facilities.

Ratings Assigned:

   Issuer: Dole Food Company, Inc.

   * $175 million senior secured 7-year term loan at Ba3
   * $50 million senior secured 7-year pre-funded letter of
        credit facility at Ba3

   Issuer: Solvest, Ltd.

   * $700 million senior secured 7-year term loan at Ba3
   * $50 million senior secured 7-year pre-funded letter of
        credit facility at Ba3

Ratings Affirmed:

   Issuer: Dole Holding Company, LLC

   * Corporate family rating at B1, to be reassigned to Dole Food
        Company, Inc. at closing
   * $150 million senior secured 2nd lien term loan at B3

   Issuer: Dole Food Company, Inc.

   * $150 million senior secured revolving credit facility at Ba3

   Issuer: Solvest, Ltd.

   * $150 million multi-currency revolving credit at Ba3
   * $306 million senior secured term loan A at Ba3
   * $392 million senior secured term loan B at Ba3

Ratings Downgraded:

   Issuer: Dole Food Company, Inc.

   * Senior unsecured notes to B3 from B2
   * Senior unsecured shelf to (P)Caa1 from (P)B3
   * Senior subordinated shelf to (P)Caa2 from (P)Caa1
   * Junior subordinated shelf to (P)Caa2 from (P)Caa1

Outlook to negative from stable.

Moody's will not rate a new $325 million asset backed revolving
credit facility.  Moody's will withdraw its ratings on the
existing revolving credits and term loans of Dole Foods, Dole
Holding Company, and Solvest when the new facilities are closed.

Proceeds from the new asset based revolver, term loan, and letter
of credit facilities are intended to refinance Dole's and
Solvest's existing credit facilities.  Proceeds will also be used
to directly refinance a $150 million non-recourse term loan at
Dole's direct parent, Dole Holdings.

Moody's considered Dole's ratings in the context of the key rating
drivers cited in Moody's Rating Methodology for Global Natural
Product Processors.  Qualitative elements of Dole's business
franchise are quite strong, and reflect the profile of a low
investment grade credit.  However, Dole's credit metrics are very
weak -- particularly in light of its earnings volatility -- and
pull the overall corporate family rating down well into the non-
investment grade range.  Moody's also note that Dole remains
weakly positioned within the B1 category.

(1) Scale and diversification.

With 2005 sales of $5.8 billion, Dole is one of the largest and
most diversified fresh fruit and produce companies in the world.
Moody's view Dole as operating in three segments -- fresh fruit,
fresh vegetables, and packaged foods.  The company also sells
fresh flowers, although Moody's views this business as secondary
in importance.  Key products include bananas, ready-to-eat salads,
iceberg lettuce, canned and fresh pineapple, and fruit cups.  The
company sells product in over 90 countries, with a majority of
sales into developed markets.  Product sales are spread
geographically.  Raw material sourcing is also diverse with less
than half of raw materials coming from any single region -- with
Latin America being the largest.

(2) Franchise strength and growth potential.

Dole's has created a strong franchise over the years, with
excellent brand recognition wordwide, as well as strong market
shares in key markets.  The company holds the number 1 position in
bananas in North America and Japan, as well as the number one
position in pre-cut and packaged salads in the US. Organic volume
growth has been good.  The company's global logistics
infrastructure makes it one of only a few global companies able to
provide high quality, highly perishable product to a global
customer base -- making it a key supplier to many large retailers
worldwide.  An exception to these positive attributes is Dole's
fresh flower business, where the company has been unable to
profitably extend its brand and create a successful business.

(3) Earnings and cash flow volatility.

Dole's earnings and cash flow can be volatile, as seen during 2005
when EBITA declined approximately 27%.  Such volatility is due to
its exposure to commodity input costs.  And with a large portion
of operations overseas, Dole's earnings are also exposed to
exchange rating fluctuations.

(4) Cost efficiency and profitability.

Dole's ratings also consider the company's recent weak operating
performance.  During 2005, Dole's reported operating income
declined almost 29% largely due to much weaker margins in their
commodity vegetable business, higher fruit costs, as well as
higher fuel and packaging costs.  Returns on assets is also low
with EBITA/average assets of below 6%.  In addition, the business'
profitability can be affected by changing international trade
regulations -- such as the recent change to the European banana
import regulations and tariffs adopted in January 2006. The
company's overseas farms can be subject to political risks, labor
issues, and litigation.

(5) Liquidity under stress.

Dole's liquidity under stress has recently been pressured, but
will improve when the new asset-based revolving credit facility is
established.  Due to the volatility of Dole's earnings and cash
flows, liquidity during stressful industry downturns is a key
rating factor.  Recent poor operating performance has required
Dole to seek financial covenant relief from its banks. The new
credit facilities being established will initially contain no
maintenance financial covenants which -- if broken -- could result
in credit availability being restricted.  The asset-based revolver
does contain a springing fixed-charge-coverage test of 1:1 which
will come into effect if excess borrowing base availability falls
below $30 million, however Moody's does not expect this to occur
in the near term.

(6) Financial policy and credit metrics.

Dole's financial metrics are weak for the B1 rating category.
Ratings are constrained by continued high leverage compounded by
reduced earnings and cash flow due to weaker operating
performance.  Significant off balance sheet operating leases and
unfunded pension plans further increase leverage.  Moody's also
includes in Dole's leverage a $150MM non-recourse project
financing at Dole's ultimate parent -- DHM Holdings.  Leverage
increased significantly during 2003 as part of the leveraged
buyout of Dole by its chairman, David Murdock.  Moody's expects
leverage to remain high in support of Mr. Murdock's strategic
initiatives, such as construction of a wellness center and
acquisition of other food product lines with perceived health
benefits.  At Dec. 31, 2005, Dole's debt/EBITDA was approximately
6X, with negative free cash flow.

The ratings outlook is negative.  Dole's debt has increased as the
company invested in acquisitions and working capital, and paid
cash dividends.  Yet its operating performance declined materially
in 2005, and Moody's expects 2006 to be another challenging year.
Higher fuel and packaging costs, oversupply and low prices for
commodity vegetables, and lower-than-expected profitability in its
banana business are key factors contributing to disappointing
performance.

Additionally, the uncertain impact on profitability of the changed
E.U. banana import regime as well as the event risk of penalties
resulting from Dole's involvement in an E.U. anti-competitive
practices lawsuit could result in additional charges to earnings
and a negative cash impact.  Downward rating pressure could build
if operating performance remains at current weak levels, or if
leverage increases materially -- most likely due to leveraged
acquisitions or legal settlements -- such that 3-year average
debt/EBITDA much exceeds 5.5X and exceeds 6.5X in an industry
downturn, lagging 12-month free cash flow/debt falls below 2% in a
downturn, and lagging 12-month EBIT/interest falls much below
1.25X.

A ratings upgrade is not likely over the near term given the
company's weak operating performance, high leverage levels, and
the expectation that debt-funded acquisition activity will
continue to be a part of the company's business strategy.  Over
time, however, ratings could stabilize at the B1 level if Dole is
successful in strengthening its operating performance, and is able
to reduce leverage such that 3-year average debt/EBITDA can be
sustained below 5.0X and would not exceed 6.0X in an industry
downturn, and 3-year average EBIT/Interest can be sustained above
2.0 X.

The Ba3 rating on Dole's new senior secured term loans and pre-
funded letter-of-credit issuance facility is notched up one level
from the B1 corporate family rating to reflect the priority
position in the company's capital structure as senior debt secured
by assets and benefiting from guarantees.  The new term loan and
L/C facilities at Dole will be guaranteed on a senior secured
basis by DHM Holding, Dole Holding Company, and Dole's domestic
subsidiaries.  These facilities will not be guaranteed by foreign
subsidiaries.  The term loan and L/C facility at Solvest will be
guaranteed by DHM Holding, Dole Holding Company, Dole Food
Company, and Dole's domestic and foreign subsidiaries.

The Dole term loan and L/C facility are secured by a second lien
on Dole's domestic inventory and receivables as well as a first
lien on the majority of Dole's other domestic assets.  A second
lien on the assets for which the Dole term loan and L/C lenders
hold a first lien has been granted to the asset-backed revolver
lenders.  Collateral excludes certain US manufacturing facilities
which have been -- and will remain -- unencumbered.

The term loan and L/C facility at Solvest will be secured by
assets of Solvest's subsidiaries and -- by way of the secured
guarantee -- by the same assets securing the Dole term loan and
L/C facility.  A mechanism in the credit facilities will provide
for pari passu sharing of collateral between the lenders to Dole
Food Company and the lenders to Solvest.  Asset coverage is solid,
and enterprise value covers the senior secured debt at a
reasonable multiple of EBITDA.  Foreign debt will represent about
34% of debt outstanding.

The existing revolver and term loans at Solvest are guaranteed by
DHM Holding, Dole Holding Company, Dole Food Company, and Dole's
domestic and foreign subsidiaries.  The revolver at Dole Food
Company will not be guaranteed by foreign subsidiaries.  A
mechanism in the credit facilities will provide for pari passu
sharing of collateral between the lenders to Dole Food Company and
the lenders to Solvest.

Moody's notes that unlike the existing credit facilities, the new
term loans and L/C facilities lack meaningful financial covenants
which must be maintained during the life of the facilities.
Although the facilities are secured and asset coverage is solid,
this lack of maintenance financial covenants creates the risk that
operating performance could deteriorate significantly and
collateral values erode prior to a default and prior to lenders'
having any right to take action to protect their positions.

The Ba3 rating on Dole's existing senior secured debt is notched
up one level from the B1 corporate family rating to reflect the
priority position in the company's capital base as senior debt
secured by assets and benefiting from guarantees.

Dole's B3-rated senior unsecured notes are notched down two levels
from the corporate family rating and three levels from the senior
secured ratings to reflect their effective and structural
subordination to the secured debt at Dole and Solvest.  The
notching on the unsecured notes was widened as -- in Moody's view
-- the risk profile of these securities has increased.

While contractual terms of the notes are unchanged, the absence of
maintenance financial covenants in the senior secured bank
facilities reduces the likelihood of an event of default or cross
acceleration of maturity for the notes in times of financial
deterioration and stress which might otherwise reduce the expected
loss on the notes.  The notes will have senior subordinated
guarantees from Dole's US subsidiaries but no guarantees from
Solvest or Dole's other foreign subsidiaries.  The $1.1 billion of
unsecured notes will be effectively subordinated to about $1.17
billion of secured debt, L/Cs, and capital leases, and
structurally subordinated to about $750 million of Solvest
indebtedness and L/Cs.

The B3 rating on Dole Holding Company's term loan is two notches
below Dole's senior implied rating, reflecting its junior position
in Dole's capital structure.  The term loan is secured by a second
lien on the capital stock of Dole Food Company, but is not
guaranteed by Dole Food Company or other subsidiaries.


SPARTA COMMERCIAL: Equity Deficit Widens to $2.7 Mil. at Jan. 31
----------------------------------------------------------------
Sparta Commercial Services, Inc., delivered its financial
statements for the third fiscal quarter ended Jan. 31, 2006, to
the Securities and Exchange Commission on Mar. 22, 2006.

The company reported a $3,658,551 net loss on $43,008 revenues for
the three months ended Jan. 31, 2006.

At Jan. 31, 2006, the company's balance sheet showed $2,025,824 in
total assets and $4,789,112 in total liabilities, resulting in a
$2,763,288 stockholders' equity deficit.

The company's Jan. 31 balance sheet also showed strained liquidity
with $1,177,787 in total current assets available to pay
$4,200,914 in total current liabilities coming due within the next
12 months.

Full-text copies of Sparta Commercial Services, Inc.'s financial
statements are available for free at:

   Third Quarter Ended
   Jan. 31, 2006          http://ResearchArchives.com/t/s?758

   Year End Ended
   April 30, 2005         http://ResearchArchives.com/t/s?759

                       Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP in New York raised
substantial doubt about Sparta Commercial Services, Inc.'s ability
to continue as a going concern after auditing the consolidated
financial statements for the fiscal years ended April 30, 2005,
and 2004.  The auditor pointed to the company's recurring losses
from operations.

              About Sparta Commercial Services, Inc.

Sparta Commercial Services, Inc. --
http://www.spartacommercial.com/-- is an internet-based
acceptance and leasing company dedicated exclusively to the
powersports industry, which includes motorcycles over 600ccs,
4-stroke all-terrain vehicles and select scooters.  The Company
provides a full line of financing solutions including retail
installment sales contracts and leases, as well as related
services including GAP coverage and vehicle service contracts.

From inception through April 30, 2005, the Company was in a
developmental stage period.  In fiscal year 2005, the Company
began to obtain regulatory approval in several states, prior to
commencing active operations.

At Jan. 31, 2006, the company's stockholders' equity deficit
widened to $2,763,288 from a $451,024 deficit at April 30, 2005.


SS&S LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: SS&S, LLC
        712 West Lake Mary Boulevard
        Sanford, Florida 32773

Bankruptcy Case No.: 06-00576

Chapter 11 Petition Date: March 27, 2006

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Frank M. Costanzo, Esq.
                  Connelly & Costanzo, P.A.
                  400 SR 436
                  Casselberry, Florida 32707
                  Tel: (407) 895-5084

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


SUNCOM WIRELESS: Subsidiary Might File for Bankruptcy Protection
----------------------------------------------------------------
SunCom Wireless Holdings, Inc., delivered its financial statements
for the year ended Dec. 31, 2005, to the Securities and Exchange
Commission on Mar. 16, 2006.

The company reported a $496,808,000 net loss on $826,158,000 total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed
$2,000,219,000 in total assets and $2,083,369,000 in total
liabilities, resulting in an $83,266,000 stockholders' deficit.

                      SunCom Wireless, Inc.

SunCom Wireless, Inc., is a direct subsidiary of SunCom Investment
Co., LLC.  SunCom Investment is the direct subsidiary of SunCom
Wireless Holdings, Inc.  SunCom Wireless, Inc., is an indirect
wholly owned subsidiary of SunCom Wireless Holdings, Inc.

A.  Going Concern Doubt

The independent registered public accounting firm auditing
SunCom Wireless, Inc.'s financials statements for the year ended
Dec. 31, 2005, has expressed substantial doubt about SunCom
Wireless' ability to continue as a going concern.

B.  Likely Default

SunCom Wireless' projected cash flow from operations is not
expected to be sufficient to pay its debt service and fund its
operating expenses and required capital expenditures past early
2007.

The annual debt service on SunCom Wireless' long-term indebtedness
is approximately $150 million.

SunCom Wireless' inability to pay its debt could result in a
default on those indebtedness, which, unless cured or waived,
would have a material adverse effect on its liquidity and
financial position.

C.  Bankruptcy Warning

SunCom Wireless' capital outlays have included license acquisition
costs, capital expenditures for network construction, funding of
operating cash flow losses and other working capital costs and
debt service related expenditures.

SunCom Wireless will have additional capital requirements for
future upgrades due to advances in new technology.

Approximately $195.1 million of Holdings' short-term investments
are held by SunCom Investment, and therefore not currently
available to SunCom Wireless.

Through March 16, 2006, Holdings' management and its board of
directors have not taken any actions to make additional
investments in SunCom Wireless.

Holdings has retained financial and legal advisors to assist it in
evaluating options to improve SunCom Wireless' financial
condition.

If SunCom Wireless cannot obtain additional financing either from
Holdings or an outside source, SunCom Wireless will need to
restructure its balance sheet.

The restructuring will be a prepackaged or prearranged bankruptcy
and implement an alternative financial plan, like the sale of a
significant portion of its assets, to reduce SunCom Wireless'
long-term debt.

Full-text copies of SunCom Wireless Holdings, Inc., financial
statements for the year ended Dec. 31, 2005, are available for
free at http://ResearchArchives.com/t/s?744

Based in Berwyn, Pennsylvania, SunCom Wireless --
http://www.suncom.com/-- fka Triton PCS, Inc., is licensed to
provide digital wireless communications services in the
southeastern United States, Puerto Rico and the U.S. Virgin
Islands.  As of Dec. 31, 2005, the network covers approximately
14.8 million potential customers in North Carolina, South
Carolina, Tennessee and Georgia and 4.1 million potential
customers in Puerto Rico and the U.S. Virgin Islands.

At Dec. 31, 2005, the company's balance sheet showed a $83,266,000
stockholders' equity deficit compared to a $404,459,000 positive
equity at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 22, 2006,
Standard & Poor's Ratings Services held its ratings on
Berwyn, Pennsylvania-based SunCom Wireless Holdings Inc. and its
operating subsidiaries, including the 'CCC+' corporate credit
rating, on CreditWatch, where they were placed with negative
implications on Jan. 23, 2006.


SYBRON DENTAL: Inks New $250 Mil. Revolving Credit Facility
-----------------------------------------------------------
Sybron Dental Specialties, Inc. (NYSE: SYD), entered into a new
credit facility on March 23, 2006, which provides the Company
with:

     * expanded borrowing capacity,
     * reduced borrowing costs, and
     * less restrictive covenants.

The new credit facility consists of a five-year revolving credit
facility that allows the Company to borrow up to $250 million
and includes an accordion feature that provides the Company the
option to pursue up to an additional $400 million of capacity;
making the total potential capacity of the new credit facility
$650 million.  The previous credit facility provided the Company
with a $150 million revolving credit facility.  Initial borrowings
under the new revolving credit facility were used to retire the
outstanding borrowings under the Company's previous credit
facility, which stood at $35.8 million as of March 23, 2006.

Under Sybron Dental's current financial ratios, the new revolving
credit facility will carry an interest rate of LIBOR plus 62.5
basis points.  The Company's previous revolving credit facility
carried an interest rate of LIBOR plus 175 basis points.

"The continued strengthening of our balance sheet and our strong
cash flow generation enabled us to refinance our credit facility
on very favorable terms for the Company," said Bernard J. Pitz,
Chief Financial Officer of Sybron Dental Specialties.  "The new
credit facility increases our ability to pursue attractive
acquisitions, which remains a key component of our long-term
growth strategy.  The expanded borrowing capacity and less
restrictive covenants will also provide improved flexibility for
addressing our future financing needs."

In conjunction with the refinancing, Sybron will record a non-cash
charge of approximately $1.9 million in the quarter ended
March 31, 2006, as it will expense a portion of the remaining
unamortized deferred financing fees related to its previous credit
facility.  This non-cash charge was not included in the
financial estimates that the Company provided on Feb. 6, 2006 for
its second fiscal quarter of 2006.  Approximately $1.3 million in
fees and expenses related to the new credit facility, as well as
$1.7 million of deferred financing fees related to the previous
credit facility that will not be immediately expensed, will be
amortized over the term of the new credit facility.

                       About Sybron Dental

Based in Newport Beach, California, Sybron Dental Specialties --
http://www.sybrondental.com/-- and its subsidiaries are leading
manufacturers of both a broad range of value-added products for
the dental profession, including the specialty markets of
orthodontics, endodontics and implantology, and a variety of
infection prevention products for use by the dental and medical
professions.

Sybron Dental Specialties' 8-1/8 Senior Subordinated Notes due
2012 carry Moody's Investors Service's B1 rating and Standard &
Poor's BB- rating.


TEXAS STATE: Moody's Holds Ratings on Three Series of 2001 Bonds
----------------------------------------------------------------
Moody's Investors Service affirmed the B2 rating on the 2001
Series A bonds, the Ca rating on the 2001 Series C and the C
rating on the 2001 Series D issued by Texas State Affordable
Housing Corporation, Multifamily Housing Revenue Bonds.  The
outlook on the bonds remains negative.

Legal Security: The bonds are limited obligations of the issuer
payable solely from the revenues, receipts and security pledged in
the Indenture.

Interest Rate Derivatives: None

Strengths: Occupancy has started to increase at Woodstock, as the
property owner has taken steps to correct the problems at the
complex.  A new property manager has been assigned to the
Woodstock project and occupancy has started to trend upward.
Ashton Place has been the better performing of the two projects
and enjoys an occupancy rate of 94%.

Challenges:

   * On a financial basis, this bond financing has consistently
     underperformed witnessed by weak debt service coverage
     ratios for the Senior 2001A (0.75x), a combined Senior and
     Junior 2001C (0.67x), and a combined Senior, Junior and
     Subordinate 2001D (0.59x) bonds.  These coverage levels are
     far below the original underwriting requirements of 1.40x,
     1.25x and 1.13x for the 2001A, 2001C, and 2001D bonds
     respectively.

   * Have experienced multiple taps to all debt service reserve
     funds and reserve for replacements have not been
     replenished.

   * Physical and economic vacancies for both complexes equals
     27.9% of gross potential rent - much higher than the
     combined vacancy stress that was originally underwritten for
     this financing.

   * The owner has reduced rents at Woodstock to be competitive
     with local housing stock.

Recent Developments:  In the aggregate, the financial performance
of the apartment complexes in this transaction has been poor
although on an individual basis, one property has performed fairly
close to expected, whereas the other property has not. Ashton
Place, a 172 unit project located in Galveston, Texas, has been
the better of the two properties. Based on twelve months unaudited
financial statements as of December 31, 2005, the Ashton Place
complex operated at 88.3% occupancy throughout the year.  The
11.7% physical vacancy rate is higher than the physical vacancy
rate assumption of 10.75% which was originally underwritten for
this property in this transaction.

Currently, there are no concessions being offered and, in fact,
there are plans to increase rents at the property.  However, in
the aftermath of Hurricane Rita in September 2005, the Ashton
Place complex did sustain material damage.  The total damage
caused by Hurricane Rita on the complex totaled approximately
$360,250.  Insurance proceeds will be used to pay for the damages
at the property rather than funds within the reserve for
replacement account.  The proposed rent increases would go into
effect after repairs are done on the property.  The property owner
has reported as of its most recent report that the Ashton Place
property was experiencing an occupancy rate of 94% as of Feb. 17,
2006.

Woodstock Apartments, located in Fort Worth, Texas has been a
different story.  The property owner has reported as of its most
recent report that the Woodstock property was experiencing an
occupancy rate of 63% as of Feb. 17, 2006.  This property has
consistently performed below original underwritten projected
occupancy rates and revenue projections.

Although the property is currently experiencing a 63% occupancy
rate, this surprisingly represents an improvement from the numbers
as of year ending 2004 when occupancy was 48%.  In fact, total
vacancies equaled 51.7% of gross potential revenues based on
twelve month unaudited financial statements as of Dec. 31, 2005.
The high vacancy rates have spurred management to reduce rents at
Woodstock to become more in line with area competition, which on
average enjoys higher occupancy rates than Woodstock. Because of
the severely lower than expected occupancy at the apartments,
revenues were insufficient to cover bond related expenses
associated with this financing.

Due to the insufficiency of revenues, there have been draws made
from each debt service reserve fund for each of the different
tranches of debt issued.  Moody's has received multiple notices
from the trustee highlighting shortfalls that have not been
replenished to the DSRFs.  Financial information coupled with the
receipt of the event of notice of default were the contributing
factors to the downgrade of the ratings which took place in April
2005.

To date, a shortfall still remains in the reserve funds.  The debt
service reserve fund requirement for the 2001A bonds is $694,553.
Based on the trustee's latest notice, there currently exists a
$119,266.89 shortfall in the Senior Debt Service Reserve Fund
Account.  The shortfall in the 2001C DSRF is $70,218.40, and the
shortfall in the 2001D bonds is $102,500.

Outlook: The outlook on the bonds is negative.  It is expected
that conditions at the property will remain the same in the short
run as management attempts to address issues at the properties.
Moody's will continue to monitor this credit and will take
appropriate rating action whenever necessary.

What could change the rating up:

   * Substantial improvement in debt service coverage for all
     tranches of debt and consistency maintaining this
     substantially improved coverage levels.

   * Full replenishment of all reserves -- debt service reserve
     funds and reserve for replacement accounts

What could change the rating down:

   * Continued failure to make debt service payments on a full
     and timely basis.

   * Additional shortfalls to all reserve funds established

   * If occupancy ratios decline further at Woodstock

   * Insufficient revenues to honor debt service obligations due
     to reduction of rents at Woodstock.


TOLL BROTHERS: Now Has Access to $1.8 Billion Credit Facility
-------------------------------------------------------------
Toll Brothers, Inc. (NYSE:TOL), reported the expansion and
extension of its bank credit facility with:

   * J.P. Morgan Securities Inc. and Banc of America Securities
     LLC as Joint Lead Arrangers and Joint Bookrunners;

   * J.P. Morgan Chase Bank, N.A. as Administrative Agent;

   * Bank of America, N.A and Wachovia Bank, National Association
     as Syndication Agents;

   * Citicorp North America, Inc. and The Royal Bank of Scotland
     plc as Documentation Agents;

   * BNP Paribas and Calyon New York Branch as Managing Agents;

   * Comerica Bank; Mizuho Corporate Bank, Ltd.; Washington Mutual
     Bank, FA as Co-Agents;

   * Natexis Banques Populaires; North Fork Bank; Sumitomo Mitsui
     Banking Corp.; SunTrust Bank; Commerce Bank, N.A.; Fifth
     Third Bank; LaSalle Bank National Association; Manufacturers
     and Traders Trust Company; HSBC Bank USA, N.A.; PNC Bank,
     National Association; Compass Bank; First Commercial Bank,
     New York Agency; Guaranty Bank; HYPO Real Estate Capital
     Corporation; International Commercial Bank of China New York
     Agency; California Bank and Trust; KBC Bank N.V.; The
     Norinchukin Bank, New York Branch; The Northern Trust
     Company; Bank Hapoalim B.M. and Bank of Communications, New
     York Branch as Participants.

The $1.8 billion unsecured facility, which matures in 2011 and
replaces the Company's existing $1.2 billion revolving credit
facility, is comprised of:

     * a $1.5 billion revolving credit facility and
     * a $300 million term loan.

The credit facility has an accordion feature under which it can
increase to a maximum of $2.7 billion, subject to the availability
of additional bank commitments.

"This increased facility represents a vote of confidence from our
global team of banks for our company and our industry," Joel H.
Rassman, Toll Brothers' chief financial officer, stated.  "It
provides us with a reliable source of long-term capital to support
our growth and helps position us to take advantage of
opportunities as we look to the future."

                       About Toll Brothers

Toll Brothers, Inc. -- http://www.tollbrothers.com/-- is the
nation's leading builder of luxury homes. The Company began
business in 1967 and became a public company in 1986.  Its common
stock is listed on the New York Stock Exchange and the Pacific
Exchange under the symbol "TOL".  The Company serves move-up,
empty-nester, active-adult and second-home home buyers and
operates in 21 states: Arizona, California, Colorado, Connecticut,
Delaware, Florida, Illinois, Maryland, Massachusetts, Michigan,
Minnesota, Nevada, New Jersey, New York, North Carolina,
Pennsylvania, Rhode Island, South Carolina, Texas, Virginia and
West Virginia.

Toll Brothers builds luxury single-family detached and attached
home communities, master-planned luxury residential resort-style
golf communities and urban low-, mid- and high-rise communities,
principally on land it develops and improves.  The Company
operates its own architectural, engineering, mortgage, title, land
development and land sale, golf course development and management,
home security, landscape, cable T.V. and broadband Internet
delivery subsidiaries. The Company also operates its own lumber
distribution, and house component assembly and manufacturing
operations.

                          *     *     *

On Jan. 24, 2001, Moody's Invesors Services assigned a Ba2 rating
on Toll Brothers' Senior Subordinated Notes.

On Jul. 27, 2001, Moody's Investors Services assigned a Ba3 rating
on Toll Brothers' Preferred Stock.


USAA AUTO: Moody's Reviews Multiple Securitizations for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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


VISANT HOLDING: Moody's Junks Rating on Proposed $350 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Visant Holding
Corp.'s proposed $350 million 8.75% senior unsecured notes, due
2013, whose proceeds will fund a $342.5 million dividend to
existing shareholders, which also prompted a change in the outlook
to negative from stable.  All other ratings have been affirmed.

Ratings assigned:

   Issuer: Visant Holding Corp.

   * $350 million 8.75% senior unsecured notes, due 2013 -- Caa2

Ratings affirmed:

   Issuer: Visant Corp.

   * $250 million senior secured revolving credit facility,
     due 2009 -- B1

   * $817 million senior secured term loan C, due 2011 -- B1

   * $500 million 7.625% senior subordinated notes, due 2012
     -- B3

   Issuer: Visant Holding Corp.

   * $185 million 10.25% senior discount notes, due 2013 -- Caa2

   * Corporate Family Rating -- B1

Ratings withdrawn:

   Issuer: Visant Corp.

   * $150 million senior secured term loan A, due 2010 -- B1

The outlook has been changed to negative from stable.

The change to a negative outlook reflects Moody's expectation that
fiscal 2006 free cash flow will be reduced significantly by higher
cash pay interest payments of approximately $31 million that will
be incurred on the new $350 million holdco notes, plus a material
increase in cash taxes primarily due to the absence of NOLs that
were available to the company in 2005.  Moody's is also concerned
about management's inability to maintain expected leverage of
approximately 5.0 times debt to EBITDA on a sustained basis given
its willingness to increase debt substantially to fund a
significant dividend payment which does not enhance the footprint,
efficiency or flexibility of the issuer.  The transaction leaves
the company with limited cushion and financial flexibility.  The
negative outlook is also driven by the event risk involved in
possible acquisitions that management has expressed an interest in
pursuing.

The ratings reflect Visant's high leverage of 6.3 times debt to
adjusted EBITDA at FYE 2005, and Moody's concern that it will take
considerable time before projected leverage returns to the level
of 5.2 times achieved at FYE 2005.  The ratings are supported by
the company's top line growth, the cost synergies realized in 2005
and the approximate $204 million of debt reduction achieved last
year.

While Moody's fully expects further debt repayments in 2006, the
amount will be significantly lower, as free cash flow to debt is
only expected to total around 3%-5%.  Visant is expected to have
sufficient liquidity, which amounted to approximately $242 million
at December 30, 2005.  The ratings are further supported by the
reputation of Visant's products, the diversification of its
product range, the maintenance of its yearbook, textbook printing
and school ring market shares, and the experience of its
management team.

Ratings could face downward pressure if Visant's operating
performance were to deteriorate significantly or if the company
failed to decrease leverage to at least 5.75 times on a
sustainable basis by the end of fiscal 2006.  While a ratings
upgrade is highly unlikely over the near term, the rating could
stabilize if free cash flow to debt were to rise to the 8% level
and leverage were to fall to around 5.25 times on a sustainable
basis.

The $350 million of 8.75% senior unsecured holdco notes are not
guaranteed and have a debt incurrence test that prohibits the
company from raising debt if the bank interest coverage ratio is
less than 2.0:1 times.  Visant's senior secured credit facilities
and senior subordinated notes contain certain cross-default and
cross-acceleration provisions whereby a default under or
acceleration of other debt obligations would cause a default under
or acceleration of the senior secured credit facilities and the
senior subordinated notes.

Headquartered in Armonk, New York, Visant is a leading marketing
and publishing services enterprise servicing school affinity,
direct marketing, fragrance and cosmetics sampling, and
educational publishing markets.  The company recorded revenues of
$1.5 billion in fiscal 2005.


WACHOVIA AUTO: Moody's Reviews 2004 Securitizations for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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


WFS FINANCIAL: Moody's Places Multiple Securitizations on Watch
---------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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


WHIRLPOOL CORP: DBRS Cuts Issuer Rating to BBB(high) From A(low)
----------------------------------------------------------------
Dominion Bond Rating Service downgraded the rating of Whirlpool
Corporation to BBB (high) from A (low).  The trend is Stable.  The
Commercial Paper rating for Whirlpool Canada LP has been confirmed
at R-1 (low) with a Stable trend, and the ratings are removed from
"Under Review with Negative Implications".  The downgrade follows
the announcement that Whirlpool has received approval by the U.S.
Justice Department to acquire Maytag Corporation.  The merger is
expected to close on Apr. 3, 2006.

Rating actions:

   * Whirlpool Canada LP Commercial Paper -- Confirmed R-1(low)

   * Whirlpool Corporation Issuer Rating -- Downgraded BBB (high)

The merger with Maytag weakens the financial profile and raises
integration challenges for Whirlpool.  Note the following:

   (1) The Company intends to equally fund the $1.7 billion
       acquisition with debt and equity, but, more importantly,
       Whirlpool will assume roughly $1 billion in Maytag debt.
       On a pro forma basis at year-end 2005, cash flow coverage
       declines to 0.29, and profit metrics are lower.

   (2) The purchase price is high and goodwill is considerable,
       but management is anticipating synergies of $300 million
       to $400 million annually by year three.

   (3) Maytag has a large under-funded pension and post-
       retirement benefits position, which will need to be
       addressed.

   (4) Maytag's operating performance is weak, has significantly
       deteriorated over the past three years, and a measurable
       improvement in the near-term is unlikely.  While Whirlpool
       will generate synergies from the acquisition, a return to
       historical levels of profitability is not expected over
       the medium term.

   (5) Potential integration challenges could negatively impact
       earnings, particularly give the scale of the acquisition.
       Furthermore, substantial management time will be required
       through the integration process, which involves
       significant execution risk.

The significant advantages to the merger are as follows:

   -- Whirlpool acquires a strong brand name, noted for quality
      and durability;

   -- Whirlpool gains greater economies of scale as overheads and
      plants can be consolidated;

   -- The more diverse customer base reduces the influence that
      Sears has on total sales; and

   -- It eliminates a competitor.

Lastly, with depreciation such a high proportion of operating cash
flow, cash flow is relatively stable, even if earnings fluctuate.
This means that the balance sheet impact of this merger will be
somewhat muted.  Even with capital expenditures in the $500
million to $600 million range, the Company should be able to
generate free cash flow.

DBRS notes that the Commercial Paper rating has been confirmed,
reflecting the Company's ability to generate favourable free cash
flow and liquidity.  On a pro forma basis, cash flow coverage
sharply declines, but is still manageable for the R-1 (low)
rating.  Cash flow is expected to increase going forward and
remain at strong levels, which provides support for the short-term
rating.


WHOLE AUTO: Moody's Reviews 41 Securitization Deals for Upgrade
---------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
64 securities from 41 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.

Complete rating action:

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


      * 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


WI-TRON INC: Completes Private Offering of Common Stock
-------------------------------------------------------
Wi-Tron, Inc., completed a private offering of its common stock on
Mar. 10, 2006.  The company raised $333,000 for the issuance of
5,550,000 shares at $0.06 per share.

The company had 28,638,267 shares of common stock issued and
outstanding on Mar. 10, 2006.

Wi-Tron, Inc. -- http://www.amplidyneinc.com/-- designs,
manufactures and sells ultra linear single and multi-channel power
amplifiers and broadband high-speed wireless products to the
worldwide wireless telecommunications market.  The single and
multi-carrier linear power amplifiers, which are a key component
in cellular base stations, increase the power of radio frequency
and microwave signals with low distortion.  The Company's products
are marketed to the cellular, PCS, X-band, wireless local loop
segments of the wireless telecommunications industry.

                            *   *   *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 2, 2005,
Kahn Boyd Levychin, LLP, expressed substantial doubt about
Wi-Tron's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2004, and 2003.  The auditing firm pointed to the Company's losses
from operations and limited financial resources.


WILLIAM MACK: List of 20 Largest Unsecured Creditors
----------------------------------------------------
William H. & Claudia B. Mack delivered a list of their 20 Largest
Unsecured Creditors to the U.S. Bankruptcy Court for the Southern
District of Texas, disclosing:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
United States of America      Judgment Debt           $1,498,847
c/o U.S. Attorney's Office
P.O. Box 61129
Houston, TX 77208

Internal Revenue Service      1040 Taxes                $279,254
1919 Smith
STOP 5022 HOU
Houston, TX 77002

Internal Revenue Service      1040 Taxes                $204,033
1919 Smith
STOP 5022 HOU
Houston, TX 77002

Community Health Choice       Overpayment                $15,036

Deal Medical & Safety Supply  Vendor                      $2,733

United States of America      Collection                  $1,633

Harris County Medical         Association Fees            $1,305
Society

The Methodist Hospital        Medical Services            $1,097

Trib - Target                 Charge Account                $912

Capital One Bank              Credit Card                   $892

Capital One Bank              Credit Card                   $892

Dallas General Ins. Co.       Insurance                     $840

Gordon N. Stowe & Assoc.      Vendor                        $835
Inc.

Medical Center Kidney         Medical Services              $784

Knightingale Nurses           Answering Service             $671

Southwestern Life Insurance   Loan Payment                  $600
Co.

Gemb/Gap                      Charge Account                $564

Mass Mutual Financial Group   Premium Term Life             $499
                              Insurance

Capital One Bank              Credit Card                   $457

Based in Houston, Texas, William H. & Claudia B. Mack filed for
chapter 11 protection on Mar. 8, 2006 (Bankr. S.D. Tex. Case No.
06-30985).  Aaron Keiter, Esq., at The Keiter Law Firm, P.C.,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets between $50,000 and $100,000 and debts between $1 million
and $10 million.


WINN-DIXIE: Unit Agrees to Sell Bahamas Business to Local Company
-----------------------------------------------------------------
Winn-Dixie Stores, Inc., plans to sell the 12 supermarkets it
operates in the Bahamas -- 9 under the City Markets banner and 3
under the Winn-Dixie banner.  All 12 stores are expected to remain
open following completion of the transaction.

"We have concluded that a sale of our Bahamian operation is in the
company's best interest as we continue to sharpen our focus on
successfully implementing our business plan and preparing to
emerge from Chapter 11," Winn-Dixie President and Chief Executive
Officer Peter Lynch said.  "Although the 12 stores in the Bahamas
are profitable, they are not a core business for us.  The
additional liquidity generated from this sale will help Winn-Dixie
support the remodeling of existing stores and development of new
stores in our core U.S. markets.  We are pleased that a local
Bahamian company recognizes the value of the Bahamian stores and
the Associates working in them."

A wholly owned subsidiary of Winn-Dixie, W-D (Bahamas) Ltd., a
Bahamas Company, has reached a definitive agreement to sell its
majority stake in Bahamas Supermarkets Limited to a local Bahamian
company, BK Foods, Ltd., for approximately $50 million.  BSL owns
the 12 Bahamian supermarkets operated under the City Markets and
Winn-Dixie banners.  The agreement provides an opportunity for the
submission of higher or better offers through an auction to be
held at a later date.

"My partners and I are pleased to have been able to successfully
conclude this phase of the transaction," Jerome Fitzgerald,
Director of BK Foods, said.  "Bahamas Supermarkets Limited has had
a long history of success and profitability, and our group fully
expects that success to continue with the same management team
overseeing day-to-day operations at the company and the same
Associates in the stores.  We believe this is a good opportunity
that puts the retail food business in the Bahamas completely in
the hands of Bahamians."

"We are excited about this chapter in the retail food market and
look forward to continuing the excellent tradition Winn-Dixie is
leaving here in the Bahamas," Mark Finlayson, another Director of
BK Foods, added.

                     Terms of the Agreement

Subject to the outcome of the auction, W-D (Bahamas) will sell all
of its shares of common stock of BSL for 50 million Bahamian
dollars (approximately $50 million).  W-D (Bahamas) owns
approximately 78% of the common stock of BSL.  The other 22% of
BSL's common stock will remain publicly traded in the Bahamas.

The agreement is subject to conditions, including Winn-Dixie
obtaining Bankruptcy Court authority to exercise its consent to
execution of the transaction by W-D (Bahamas), which is not a
debtor under Winn-Dixie's Chapter 11 proceedings.  In addition,
subject to obtaining Bankruptcy Court authority, Winn-Dixie has
agreed:

   (i) to enter into a transition services agreement that provides
       for an orderly transfer of management and operational know-
       how regarding the operation of the Bahamian business, and

  (ii) to enter into a Non-Compete Agreement for a period of two
       years.

The agreement does not include rights to use any Winn-Dixie trade
name or trademark, all of which will be removed from the stores in
the Bahamas within six months of closing of the transaction.

Upon completion of this transaction, Winn-Dixie will operate 538
stores in Florida, Alabama, Louisiana, Georgia, and Mississippi
(including 10 that are temporarily closed as a result of Hurricane
Katrina).

                      About Winn-Dixie Stores

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.


WORLDCOM INC: Court Bars Levcor from Prosecuting NY Action
----------------------------------------------------------
As reported in the Troubled Company Reporter on May 25, 2005,
WorldCom, Inc., and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York to:

    (a) find that the continued prosecution of the Levcor Action
        violates the Debtors' Plan of Reorganization, the
        Confirmation Order, and Sections 524(a) and 1141(d) of
        the Bankruptcy Code;

    (b) direct Levcor to cease any further acts to continue the
        Levcor Action or to in any other manner seek to enforce
        its claims against the Reorganized Debtors;

    (c) remedy all prior violations of the Plan, the Confirmation
        Order and the Bankruptcy Code by dismissing with
        prejudice all claims against the Reorganized Debtors in
        the Levcor Action; and

    (d) award damages against Levcor and its counsel for their
        knowing violation of the Plan and the Confirmation Order.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, in New York,
related that on Jan. 23, 2001, Levcor International filed a
complaint in the Supreme Court of the State of New York, County of
New York, asserting claims for:

    * breach of contract,
    * gross negligence,
    * negligence,
    * fraud, and
    * fraud in the inducement.

Levcor retained MCI, Inc., to relocate its telephone service in
connection with an office move.  Levcor alleged that MCI assured
them that all of the phone lines would be transferred and in
working order by a specified date.  Levcor complained that MCI
failed to install the new telephone line service in a timely
manner in accordance with its representations.

Mr. Perez argued that the Levcor Action improperly seeks to
collect a discharged claim.  Under the Bankruptcy Code,
confirmation of a plan discharges "any debt that arose before the
date of the confirmation."  Because "debt" is defined as
"liability on a claim", all claims that arise prior to the
confirmation of a plan are effectively discharged under Section
1141(d).  Mr. Perez asserted that Levcor's willful misconduct
claim constitutes an unliquidated, contingent, unmatured and
disputed right to payment, and therefore qualifies as a claim.
Because Levcor filed its willful misconduct claim in the New York
State Court prior to the Petition Date, the claim clearly arose
prior to the October 31, 2003 Confirmation Date.  Accordingly,
Mr. Perez said, Levcor's willful misconduct claim is discharged
pursuant to Section 1141(d), as further effectuated by the Plan
and the Confirmation Order.

                          Levcor Opposes

Avrom R. Vann, Esq., in New York, argues that Levcor
International, Inc., did not receive an actual notice of the Bar
Date from MCI, Inc.

Moreover, MCI ratified the continued prosecution of the State
Court Action when it sought a stay of the proceedings in the
State Court, Mr. Vann says.

MCI stated that it send a proof of claim and a Bar Date Notice to
Levcor through the offices of Avrom R. Vann, Esq., addressed to
Vann & Slavin PC, in Lexington Avenue, New York.

Mr. Vann contends that the Notice did not provide proper service
upon Levcor since:

   -- no attorney appeared for Levcor in the Bankruptcy Court and
      therefore MCI was required by statute to provide notice to
      Levcor;

   -- MCI knew of Levcor's actual address but did not direct the
      Notice to that address;

   -- Mr. Vann's office did not receive the purported Notice as
      it was improperly addressed to Vann & Slavin PC.

Accordingly, Levcor asks the Court to deny the Debtors' request.

                          *     *     *

Judge Gonzalez notes that in bankruptcy cases, notice to an
attorney who is representing a client in a claim against the
debtor is generally proper.  The record indicated that Mr. Vann
was aware of the Debtors' bankruptcy petition and the resulting
stay that was placed on a pending state court appeal.

The Court finds that Levcor's only involvement in the Debtors'
bankruptcy stemmed from its state court action against MCI, of
which Mr. Vann is Levcor's counsel.  Furthermore, MCI's only
contact with Levcor relating to the potential claim was via
communications with Mr. Vann.

The Court holds that Mr. Vann's active representation of Levcor
in its prepetition state court claim against MCI forms a
sufficient nexus between the two proceedings so that service upon
Mr. Vann regarding Levcor's claim in the bankruptcy case is
proper.

The Court further finds that Kathy Gerber's, an employee of
Bankruptcy Services LLC, affidavit, stating that she supervised
the mailing of the Bar Date Notice to Mr. Vann, is sufficient
proof that the notices were actually mailed.

Despite the fact that the Bar Date notice was erroneously
addressed to Vann & Slavin PC, all of the other information
necessary for the post office to deliver the notice was listed
correctly, Judge Gonzalez notes.  MCI identified Mr. Vann on the
envelope and correctly listed Mr. Vann's street address and suite
number.

Accordingly, the Court finds that:

   -- Levcor was properly served with the Bar Date Notice through
      its counsel; and

   -- Levcor is bound by the discharge injunction as set forth in
      the Debtors' Plan of Reorganization and Confirmation Order.

Thus, Judge Gonzalez directs Levcor to:

   (a) immediately cease any further act to prosecute or continue
       the State Court Action or to seek to enforce its claims
       against the Reorganized Debtors; and

   (b) remedy all prior violations of the Plan and the
       Confirmation Order by dismissing all claims against the
       Reorganized Debtors in the State Court Action.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 115; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM INC: Moves for Summary Judgment on Ralph Johnson's Claim
-----------------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to dismiss Claim No.
12998 filed by Ralph Johnson.

Ralph Johnson was employed as director in Global Managed
Solutions, a subsidiary of the Debtors, from July 1989 to June
2002.  He was terminated as due to a reduction in force.

In January 2003, Mr. Johnson filed his claim, asserting:

   * a bonus in connection with the sales to Case New Holland and
     Washington Mutual;

   * claim for payment under a Supplemental Executive Retirement
     Plan totaling $8,125, plus interest; and

   * $2,903,064 for depletion of his retirement funds.

Sara E. Welch, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, asserts that Mr. Johnson's claim should be
disallowed and expunged for three reasons:

   1. The CNH and WAMU sales were fully executed in 2002.  The
      2002 Global Solutions Sales Management Compensation Plan
      removed contract-based bonuses entirely;

   2. Mr. Johnson has received $9,145, in May 2004 as payment for
      his SERP Claim; and

   3. Mr. Johnson's claim for lost value of stock and stock
      options in his retirement fund is reclassified and
      subordinated pursuant to Section 510(b) of the Bankruptcy
      Code.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 115; Bankruptcy Creditors' Service, Inc., 215/945-7000)


XOMA LTD: Balance Sheet Upside-Down by $20.67 Mil. at December 31
-----------------------------------------------------------------
XOMA Ltd. (NASDAQ:XOMA) disclosed its financial results for the
quarter and full year ended December 31, 2005.

Total revenues in 2005 were $18.7 million, compared with
$3.7 million in 2004.  The increase was due to several factors,
including increases in royalty revenues from the sale of
Genentech, Inc.'s (NYSE:DNA) RAPTIVA(R), revenues from our
arrangements with Genentech, Chiron Corporation (NASDAQ:CHIR) and
the National Institute of Allergy and Infectious Diseases (NIAID),
and upfront and milestone payments related to the out-licensing of
our products and technologies, and other collaborative
arrangements.

Operating expenses in 2005 were $54.7 million compared with
$81.8 million in 2004.  The reduction in expense was principally
due to a reduction in spending on MLN2222, reduced spending as a
result of the termination of the Company's collaboration with
Alexion Pharmaceuticals, Inc. (NASDAQ:ALXN) and reduced spending
on RAPTIVA(R) following the restructuring of the Company's
collaboration arrangement with Genentech.  These reductions were
partially offset by increased spending on the Company's
collaboration arrangements with Chiron, Aphton Corporation
(NASDAQ: APHT), Lexicon Genetics (NASDAQ:LEXG), and our R&D work
for NIAID.

Net income was $2.8 million for the fiscal year ended December 31,
2005, compared with a net loss of $78.9 million for the year ended
December 31, 2004.  The improvement in net income was primarily a
result of the restructuring of the Company's Genentech arrangement
and subsequent extinguishment of the Company's obligation to pay
$40.9 million under a development loan from Genentech, which was
recorded as a gain on extinguishment of debt in 2005.

Cash, cash equivalents and short-term investments at December 31,
2005, were $43.5 million, compared with $24.3 million at
December 31, 2004.  This $19.2 million increase primarily reflects
net proceeds from our convertible debt financing of $56.4 million
and the drawdown on our Chiron loan facility of $12.4 million,
offset by cash used in operations of $44.2 million, cash used in
capital investing activities of $4.8 million and cash used in
other financing activities of $0.4 million.

"I am pleased with the progress we made in 2005 in demonstrating
the power of our business model and our goals of moving the
company towards profitability, broadening the product pipeline,
and reducing our financial and development risk," said John L.
Castello, President, Chairman and CEO of XOMA.  "In addition to
the growth of RAPTIVA(R) sales for psoriasis in the US,
Genentech's international partner Serono, S.A. continues to gain
approval in more countries and is growing international sales.
Our oncology collaboration with Chiron yielded the commencement of
clinical trials for CHIR-12.12 in two indications, and we
initiated a collaboration with Lexicon.  Our strategy of utilizing
our manufacturing assets to generate revenue resulted in two
significant contracts. During the year, we also made important
progress on our own internal development programs, including those
for BPI and an exciting new compound, XMA 005.2."

                            Revenues

Total revenues for 2005 were $18.7 million compared with
$3.7 million in 2004.  License and collaborative fees revenues
were $5.1 million in 2005 compared with $3.6 million in 2004.
Contract and other revenues were $7.4 million in 2005, compared
with $0 in 2004, reflecting the contribution of fees from our
service arrangements with NIAID, Genentech and Chiron.  The
$10.0 million upfront payment received from Chiron related to the
Company's collaboration agreement in oncology that was initiated
in February of 2004 is being recognized as revenue over the five
year expected term of the agreement.  Royalties in 2005 totaled
$6.2 million compared to $0.1 million in 2004, reflecting the
contribution from a full year of RAPTIVA(R) sales.

Revenues for the next several years will be largely determined by
the timing and extent of royalties generated by worldwide sales of
RAPTIVA(R) and by the establishment and nature of future
manufacturing, out-licensing and collaboration arrangements.

                            Expenses

In 2005, research and development expenses were $39.9 million,
compared with $49.8 million in 2004.  The $9.9 million decrease in
2005 primarily reflects reduced spending on MLN2222 announced in
October 2004, reduced spending due to the termination of the
Alexion collaboration in the second quarter of 2005, reduced
spending on RAPTIVA(R) following the restructuring of our
collaboration arrangement with Genentech in January 2005, as well
as reduced spending on XMP.629 and other proprietary new product
developments through the year.  These reductions were partially
offset by increased spending on our collaboration arrangements
with Chiron, Aphton and Lexicon, the Company's research and
development work for NIAID, and our internal development of
XMA005.2.  In 2005, general and administrative expenses were
$14.8 million compared with $15.6 million in 2004.

Collaborative arrangement expenses were zero in 2005 following the
restructuring of the Company's agreement with Genentech.  In 2004,
these expenses, which related exclusively to RAPTIVA(R), were
$16.4 million. These amounts reflect XOMA's 25% share of
commercialization costs for RAPTIVA(R) in excess of Genentech's
revenues less cost of goods sold, research and development cost
sharing adjustments, and royalties on sales outside the US.
Because of the restructuring of the arrangement with Genentech,
from 2005 forward, XOMA will not share in operating costs or R&D
expenses relating to this product, but will receive royalties on
worldwide sales.

                         Long-term Debt

At December 31, 2005, XOMA's balance sheet showed $60.0 million of
6.5% convertible senior notes due in 2012 and $12.4 million of
long-term debt to Chiron.  The long-term debt to Chiron represents
XOMA's draw down of a $50 million loan facility established to
facilitate XOMA's participation in its oncology collaboration with
Chiron.

                 Liquidity and Capital Resources

Cash, cash equivalents and short-term investments at
December 31, 2005 were $43.5 million, compared with $24.3 million
at December 31, 2004.  This $19.2 million increase primarily
reflects net proceeds from our convertible debt financing of
$56.4 million and the drawdown on the Company's Chiron loan
facility of $12.4 million, offset by cash used in operations of
$44.2 million, and cash used in capital investing activities of
$4.8 million.

XOMA Ltd. develops and manufactures therapeutic antibodies, with a
therapeutic focus that includes cancer and immune diseases.  XOMA
has a royalty interest in RAPTIVA(R) (efalizumab), a monoclonal
antibody product marketed to treat moderate-to-severe plaque
psoriasis.  XOMA's discovery and development capabilities include
antibody phage display, bacterial cell expression, and Human
Engineering(TM) technologies.  The company pipeline also includes
proprietary and collaborative programs in preclinical and clinical
development.

As of December 31, 2005, the Company's equity deficit narrowed to
$20,673,000 from a $24,610,000 deficit at December 31, 2004.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (24)         122       (5)
Accentia Biophar        ABPI         (9)          39      (19)
AFC Enterprises         AFCE        (49)         213       40
Adventrx Pharma         ANX          (8)          24       (9)
Alaska Comm Sys         ALSK        (19)         576       28
Alliance Imaging        AIQ         (40)         675        1
AMR Corp.               AMR      (1,478)      29,495   (2,156)
Atherogenics Inc.       AGIX       (115)         198      173
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN       (77)          195      (29)
Blount International    BLT        (145)         455      112
CableVision System      CVC      (2,414)       9,845     (428)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL       (488)       1,511       69
Cenveo Inc              CVO         (50)       1,080      122
Choice Hotels           CHH        (167)         265      (57)
Cincinnati Bell         CBB        (710)       1,863       16
Clorox Co.              CLX        (528)       3,567     (205)
Columbia Laborat        CBRX        (15)          15       (3)
Compass Minerals        CMP         (79)         750      195
Crown Media HL          CRWN       (123)       1,274      (99)
Deluxe Corp             DLX         (82)       1,426     (277)
Denny's Corporation     DENN       (265)         513      (86)
Domino's Pizza          DPZ        (511)         461        4
DOV Pharmaceutic        DOVP        (19)         102       79
Echostar Comm           DISH       (867)       7,410      247
Emeritus Corp.          ESC        (113)         748      (29)
Emisphere Tech          EMIS        (15)          19       (1)
Encysive Pharm          ENCY        (11)         147      111
Foster Wheeler          FWLT       (313)       1,895     (146)
Gencorp Inc.            GY          (73)       1,057        9
Graftech International  GTI        (183)         887      245
H&E Equipment SE        HEES         (5)         531      (92)
Hercules Inc.           HPC         (25)       2,569      331
Hollinger Int'l         HLR        (170)       1,065     (354)
I2 Technologies         ITWO        (71)         202      (34)
ICOS Corp               ICOS        (59)         242      122
IMAX Corp               IMAX        (23)         243       35
Immersion Corp.         IMMR        (17)          45       29
Incyte Corp.            INCY        (19)         374      326
Indevus Pharma          IDEV       (126)         100       65
Investools Inc.         IED         (24)          73      (47)
Koppers Holdings        KOP        (195)         552      132
Kulicke & Soffa         KLIC         (3)         440      217
Level 3 Comm. Inc.      LVLT       (476)       8,277      242
Ligand Pharm            LGND       (110)         315     (102)
Linn Energy LLC         LINE        (45)         280      (51)
Lodgenet Entertainment  LNET        (70)         263       14
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         (83)       1,668      230
McMoran Exploration     MMR         (58)         408       67
NPS Pharm Inc.          NPSP        (98)         331      234
New River Pharma        NRPH         (6)          54       47
Nighthawk Radiol        NHWK        (78)          36        4
Omnova Solutions        OMN         (15)         360       65
ON Semiconductor        ONNN       (276)       1,148      202
Quest Res. Corp.        QRES        (73)         247      (61)
Qwest Communication     Q        (3,217)      21,497   (1,071)
Revlon Inc.             REV      (1,096)       1,044      121
Riviera Holdings        RIV         (31)         212        2
Rural/Metro Corp.       RURL        (89)         310       54
Rural Cellular          RCCC       (481)       1,481      130
Sepracor Inc.           SEPR       (165)       1,275      769
St. John Knits Inc.     SJKI        (52)         213       80
Sun Healthcare          SUNH         (3)         512      (67)
Tivo Inc.               TIVO        (27)         162       27
USG Corp.               USG        (302)       6,142    1,579
Unigene Labs Inc.       UGNE        (17)          13      (11)
Unisys Corp             UIS         (33)       4,029      339
Vertrue Inc.            VTRU        (30)         446      (82)
Weight Watchers         WTW         (81)         835      (38)
Worldspace Inc.         WRSP     (1,492)         724      221
WR Grace & Co.          GRA        (559)       3,517      876

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
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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
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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,
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
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                    *** End of Transmission ***