TCR_Public/060407.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 7, 2006, Vol. 10, No. 83

                             Headlines

110 MEDIA: Bouwhuis Morrill Replaces Wolinetz & Lafazan as Auditor
AEGIS COMMS: Balance Sheet Upside-Down by $6.72MM at December 31
AES CORPORATION: Earns $630 Million of Net Income in 2005
AES CORPORATION: Inks New $600M Credit Facility with Merrill Lynch
ALDERWOODS GROUP: Earns $41.2 Million of Net Income in FY 2005

ALERIS INTERNATIONAL: Earns $74.3 Million in Fiscal Year 2005
AMERISTAR CASINOS: $2BB Aztar Bid Cues Moody's Developing Outlook
ARVINMERITOR INC: Moody's Holds Ratings, Shifts Trend to Negative
ASARCO LLC: Court Approves De Minimis Asset Sale Procedures
ASARCO LLC: Wants to Enter Into Chase Bank Credit Card Agreement

ASAT HOLDINGS: January 31 Balance Sheet Upside-Down by $35.9 Mil.
ATLANTIC EXPRESS: Bank of New York OKs Four Bond Indenture Changes
AVAYA INC: $13.2 Million 11-1/8% Sr. Sec. Notes Redeemed for 105%
BRANDYWINE REALTY: Buys One Paragon Place in Virginia for $24 Mil.
BRICE ROAD: Court Approves Disclosure Statement

BRIGHAM EXPLORATION: S&P Rates $125 Million Sr. Unsec. Notes at B-
BUILDERS PLUMBING: Trustee Hires Defrees as Special Counsel
C-BASS MORTGAGE: Moody's Rates Class B-4 Certificates at Ba1
CALPINE CORP: Court Approves Thelen Reid as Special Counsel
CALPINE CORP: Court OKs Open-Ended Time to File Notices of Removal

CATHOLIC CHURCH: Spokane to File 2nd Amended Disclosure Statement
CATHOLIC CHURCH: Spokane's Proposed Objection Protocol Draws Fire
CB RICHARD: Moody's Raises Senior Subordinated Debt Rating to Ba2
CENTENNIAL COMMS: Equity Deficit Tops $1 Billion at February 28
CENTURY FUNDING: Moody's Junks Rating on $30.5 Mil. Class B Notes

CHEMED CORP: Has Option to Expand Revolver to $225 Million
COLLINS & AIKMAN: Plans to Exit Automotive Fabrics Business
COREL CORP: S&P Puts B Rating on Proposed $165 Million Facility
COVAD COMMS: Earthlink Buys $10MM of Stock & $40MM of Conv. Bonds
DANA CORP: Asbestos Claimants Move for Appointment of Committee

DANA CORP: KeyBank Wants to Preserve Recoupment Rights
DANA CORP: Panel Argues Information-Sharing Protocol is Overbroad
DARLING ITERNATIONAL: Earns $7.7 Million in Fiscal Year 2005
DELPHI CORP: Appaloosa Voices Concerns Over Chapter 11 Progress
DELPHI CORP: Court Allows Formation of Equity Committee

DELPHI CORP: Rejects GM Contracts Pursuant to Recovery Plan
DELTA AIR: Union Chairman Gets Final Authority to Call a Strike
DOLLAR GENERAL: Earns $145.3 Million in Year Ended February 3
DSLA MORTGAGE: Moody's Puts Class M-10 Certificate Rating at Ba1
EMPIRE ENERGY: Closes $3.4 Million Funding Transaction in London

EPICOR SOFTWARE: Restates $2MM R&D Write-Off in FY & 4th Qtr. 2005
ERA AVIATION: Can Access Lender's Cash Collateral Until June 16
ERA AVIATION: Wants Exclusive Period Extended to September 1
ESCHELON TELECOM: Completes $20-Mil. Acquisition of Oregon Telecom
FELCOR LODGING: Moody's Upgrades Unsecured Debt Rating to Ba3

FERRO CORP: Completes Restatement of 2003 and 2004 Financials
FIRST INT'L: Poor Loan Performance Cues Moody's Ratings Review
FLYI INC: Wants to Walk Away from Moore & Lange Employee Pacts
FLYI INC: Court Approves Stipulation with Greater Orlando Aviation
FOAMEX INT'L: Committee's Investigation Period Extended to June 1

FORD MOTOR: Bankruptcy Not an Option Says Top Executive
GENERAL MOTORS: Cerberus Transaction Cues Moody's Ratings Review
GMAC COMMERCIAL: Fitch Lifts $2.7MM Class O-1 Certs.' Rating to B+
GMAC COMMERCIAL: Fitch Ups Class G Certs.' Rating to BBB- from BB+
GOODYEAR TIRE: Aims to Cut Over $40 Mil. in Global Operation Costs

GOODYEAR TIRE: Dunlop's Savings Plan Hires Bober Markey as Auditor
GRAHAM PACKAGING: Incurs $52.6 Million Net Loss in 2005
GREAT ATLANTIC: Declares $300 Million Dividend Payable on April 25
GUNDLE/SLT ENVT'L: Incurs $353,000 Net Loss in Fourth Quarter
HEALTHTRONICS INC: Delayed Financials Cue Moody's Ratings Review

INVESCO CBO: Debt Quality Decline Cues Moody's Ratings Downgrade
IPAYMENT INC: S&P Puts CCC+ Rating on Proposed $285 Million Notes
J.L. FRENCH: Releases Schedules of Assets & Liabilities
J.L. FRENCH: Panel Wants to Hire Foley & Lardner as Lead Counsel
JUSTICE RESOURCE: Moody's Lifts Rating on $5.5 Mil. Bonds to Ba1

LEVITZ HOME: Panel Sues to Unbundle 1999 42-Store Unitary Lease
LEVITZ HOME: Wants to Assign Woodbridge Lease to Birchfield
LG.PHILIPS DISPLAY: U.S. Trustee Appoints Five-Member Committee
LINENS 'N THINGS: Posts Form 10-K Equivalent to Satisfy Indenture
LUCENT TECH: Alcatel Merger Cues Moody's to Put Ratings on Watch

MAC-GRAY: Discloses 2005 4th Quarter & Full-Year Fin'l Results
MEDIACOM LLC: DBRS Confirms B(High) Debt Ratings on Amended Terms
MERIDIAN AUTOMOTIVE: Wants to Enter Into Tennant Lease Agreement
MERRILL LYNCH: Moody's Confirms Low-B Ratings on 4 Cert. Classes
MESABA AVIATION: Wants Court Okay on Pan Am Settlement Agreement

MESABA AVIATION: Gets Court Nod to Reject Excess Aircraft Leases
NADER MODANLO: London & Mead Hired as Chap. 7 Trustee's Co-Counsel
NANOMAT INC: Court Allows Chapter 11 Trustee to Distribute Funds
NAVISITE INC: Equity Deficit Triples to $7.98M in Past Six Months
NELLSON NUTRACEUTICAL: Committee Wants FTI as Financial Advisor

NPC INTERNATIONAL: S&P Puts B- Rating on $200 Million Sub. Notes
OCA INC: Court Okays KPMG's Retention as Tax Accountants
OCA INC: Hires Correro Fishman as Special Counsel
OMNI COURT: Voluntary Chapter 11 Case Summary
OWENS & MINOR: Moody's Rates New $200 Mil. Note Offering at Ba2

PERRY ELLIS: Earns $8.1 Million In Fourth Quarter Ended Jan. 31
PHILLIPS-VAN HEUSEN: Earns $22.9 Mil. in 4th Quarter Ended Dec. 31
PINE PRAIRIE: Moody's Puts B1 Rating on $320 Million Financing
PLAINS EXPLORATION: Earns $73.8 Mil. of Net Income in 4th Quarter
PRIMUS TELECOMMS: S&P Downgrades Corporate Credit Rating to CCC

RENAL CARE: Moody's Withdraws Ratings After Fresenius Deal Closes
REPUBLIC STORAGE: Has Until April 28 to File Schedules
REPUBLIC STORAGE: U.S. Trustee Appoints Seven-Member Committee
RESI FINANCE: S&P Assigns Low-B Ratings to Five Debt Classes
RESIX FINANCE: Moody's Places 3 Securitization Tranches on Watch

RIVERSTONE NETWORKS: Wants Court to Fix June 1 as Claims Bar Date
SAINTS MEMORIAL: Moody's Holds Ba1 Rating on $60.3 Million Bonds
SCHUFF INT'L: Moody's Lifts Caa1 Corporate Family Rating to B3
SEARS HOLDINGS: Says CA$18 per Ahre for Sears Canada is Final
SND Electronics: Taps BDO Seidman as Tax Accountants

SND Electronics: Taps Whitman Breed as Special Counsel
SOLAR TRUST: Moody's Puts Low-B Ratings on 4 Certificate Classes
STRIPS III: Improved Credit Quality Cues Moody's to Lift Ratings
STARWOOD HOTELS: Has Access to $300MM More under Credit Facility
SECURUS TECH: Weak Results Prompt Moody's to Downgrade Ratings

SOUTHERN STAR: Moody's Upgrades Corporate Family Rating to Ba1
TANGER FACTORY: Won't Proceed with Pennsylvania Tax Litigation
THILMANY LLC: S&P Rates Planned $150 Million Sr. Sub. Notes at B-
TIME & TEMPERATURE: Case Summary & 8 Largest Unsecured Creditors
TLC FUNDING: Moody's Junks Rating on $50 Million Term Facility

TONY LAW: Case Summary & 17 Largest Unsecured Creditors
TOWER AUTOMOTIVE: Asks Court to Approve Settlement with Retirees
TRANS-INDUSTRIES: Case Summary & 69 Largest Unsecured Creditors
TRUE TEMPER: Moody's Holds B2 Rating on Amended Credit Agreement
TRUE TEMPER: S&P Affirms B Corp. Credit Rating With Neg. Outlook

UAL CORP: Court Approves $23-Million IRS Settlement Agreement
UAL CORP: Will Cut 100 Jobs in Australia & Outsource Services
UICI: S&P Downgrades Counterparty Credit Rating to BB+ from BBB-
UNITED COMPONENTS: Posts $4.5 Mil. Net Loss in Year Ended Dec. 31
UNITED RENTAL: Moody's Holds Long-Term Junked and Low-B Ratings

UNIVERSAL CITY: Moody's Holds Low-B Note & Debt Facility Ratings
USG CORP: Files Amended Ch. 11 Plan & Disclosure Statement in Del.
VENOCO INC: Moody's Junks Rating on Proposed $350 Mil. Term Loan
VENTURE HOLDINGS: Stevenson & Bullock Hired as Special Counsel
W.S. LEE: Files for Chapter 11 Reorganization in W.D. Pa.

WIDEOPENWEST FINANCE: Moody's Rates 2 Credit Facilities at Low-B
WILLIAMS COMPANIES: Moody's Reviewing Debt Ratings & May Upgrade

* Paul Tumminia Joins Chadbourne & Parke as Counsel in Russia
* Sheppard Mullin Welcomes John Stigi III as Partner in LA Office
* SSG Capital Advisors Relocates Cleveland Office
* Tobias Keller Joins Jones Day as Partner in San Francisco Office

* BOOK REVIEW: The Oil Business in Latin America: The Early Years

                             *********

110 MEDIA: Bouwhuis Morrill Replaces Wolinetz & Lafazan as Auditor
------------------------------------------------------------------
110 Media Group, Inc., dismissed Wolinetz & Lafazan & Co. as its
independent auditor and engaged Bouwhuis, Morrill & Company to
serve as its independent auditor for the fiscal year ending
December 31, 2005.

The Company hired W&L on April 18, 2005, to be its auditors for
the fiscal year ending December 31, 2005, but as a result of the
acquisition on December 22, 2005, of Global Portals Online, Inc.
and the resulting change of control, the new board decided to
utilize the services of Bouwhuis Morrill & Company to serve as the
Company's auditors for the fiscal year ending December 31 2005.
Accordingly, W&L never reported on the financial statements of the
Company.

Darren Cioffi, the Company's Chief Financial Officer, informed the
Securities and Exchange Committee that there were no unresolved
disagreements between the Company and W&L on any matter of
accounting principal or practices, financial statement disclosure
or auditing scope or procedure.

Headquartered in Melville, New York, 110 Media Group, Inc., --
http://www.110mediagroup.com-- fka Dominix, Inc., is a media      
marketing company specializing in marketing of products utilizing
direct email, online exposure and traditional methods positioned
to be the fastest growing media firm in the world.  The company
offers manufacturers, resellers and service providers a reliable,
high-quality resource for business development, market
development, and channel development.  110 Media targets large
Internet retailers and adult entertainment firms within the US and
worldwide.

At Sept. 30, 2005, the company's balance sheet shows $388,032 in
total assets and a $1,738,344 stockholders deficit.


AEGIS COMMS: Balance Sheet Upside-Down by $6.72MM at December 31
----------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS),
reported its earnings for the fourth quarter and fiscal year
ending December 31, 2005.

The Company recognized a net loss applicable to common
shareholders of $13.1 million in 2005 versus a net loss applicable
to common shareholders of $22.2 million, a 41% reduction of prior
year losses applicable to common shareholders.  For the year 2005,
we recorded a 63% reduction in EBITDA losses improving from
$10.2 million EBITDA loss on revenues in 2004 reduced up to a
$3.8 million EBITDA loss for 2005 due to cost realignment and new
business signed in 2005.

For the year ended December 31, 2005, revenues from continuing
operations were $68.6 million versus $94.3 million in the prior
year, a decrease of $25.7 million, or 27.2%.  The decrease in
revenues versus the year ended December 31, 2004, resulted
primarily from a reduced demand for our services from three of the
Company's legacy clients, each of which reduced demand by
approximately 33% percent from 2004.  Those unfavorable losses
were partially offset by increases in healthcare- related call
services initiated by new customers during the three months ended
December 31, 2005.  Although the new work is beneficial, the short
time of approximately one quarter was not sufficient to offset
completely the declining revenues from other clients over the
year.

EBITDA loss for the year 2005 was $3.8 million as compared to the
prior year 2004 of $10.2 million, a 63% reduction.  This reduction
is a concerted effort cumulating from the factors of significant
cost reductions in 2005 from prior years center closures,
renegotiation of various vendor contracts of service provided, to
a realignment of our sales and marketing operations for greater
penetration as can be seen in the increased revenue volume during
the 4th quarter 2005 related to healthcare related services for
new customers.

During the quarter ended December 31, 2005, the Company recorded
an increase in of 22% in revenues of $22 million as against
$18 million in the quarter ended December 31, 2004.  The cost
reduction incorporated during all of 2005 including the increase
in revenues during the 4th quarter, moved the Company's EBITDA
performance through the year from a loss of $2.2 million in the
1st quarter, to $1.9 million in the 2nd quarter, to $699 thousand
in the 3rd quarter, to a positive EBITDA performance of
$930 thousand in the 4th quarter ended December 31, 2005.  As the
Company ended the year 2005, the Company is seeing certain legacy
clients looking to expand their current offerings through the
Company, which it believes will add to its EBITDA performance
through 2006 and beyond.

Inbound CRM and non-voice services continued to be responsible for
the majority of the Company's revenues in 2005.  Together those
two service areas accounted for approximately 89.2% of its
revenues, as compared to 75.5% in 2004.  Outbound CRM revenue for
2005 accounted for approximately 10.8% as compared to 24.5% in
2004.  The decrease in outbound CRM revenues from 2004 was due to
reduced volume for existing client programs.

The Company' revenues historically have been concentrated within
the telecommunications industry segment which has been under
significant economic pressure and stress since 2003.  Mitigating
the risk of this concentration is out recent success in
penetrating the healthcare industry.  The Company started 3 new
contracts in the fourth quarter of 2005 with PharmaCare, Humana
and NationsHealth in this market.  Although the NationsHealth call
program is being terminated, the other programs have continued
their revenue ramp on into the fiscal 2006 year.

For the year ended December 31, 2005, cost of services decreased
$16.7 million from $68.4 million to $51.7 million compared to
2004.  As a percentage of sales, cost of services rose slightly
over the same period, from 72.3% to 75.4%.  The total decrease in
cost of sales experienced during the year is due to the reduction
in wage expense associated with revenue shortfall for the
comparable periods as well as the consolidation and elimination of
redundant internal administrative functions.  The slight increase
of cost of services as a percentage of revenue in both periods is
a result of revenue declines occurring in advance of, or without a
corresponding equal reduction of, variable costs.

For the year ended December 31, 2005, selling, general and
administrative expenses, SG&A, decreased from $31.4 million to
$20.1 million, or from 33.2% of revenues in 2004 to 29.3% of
revenues in 2005.  The decrease in SG&A is primarily attributable
to the elimination of overhead costs due to the reduction in
workforce and management's decision at the beginning of the third
quarter of 2005 to outsource all new customer marketing and sales
efforts.  The Company anticipates that these changes in sales
prospects management should provide better cost containment.   
During the 2005 fiscal year, the Company also lowered its expenses
relating to insurance and healthcare benefits for its employees.   
Management expects the cumulative effect of these measures to help
provide competitive advantage to the Company and its shareholders.   
Increases as a percentage of revenue are primarily due to
decreases in revenues for 2005 vs. 2004.

                   About Aegis Communications

Aegis Communications Group, Inc. -- http://www.aegiscomgroup.com/
-- is a worldwide transaction-based business process outsourcing
Company that enables clients to make customer contact programs
more profitable and drive efficiency in back office processes.
Aegis' services are provided to a blue chip, multinational client
portfolio through a network of client service centers employing
approximately 2,200 people and utilizing approximately 2,700
production workstations.

As of December 31, 2005, Aegis Communications' equity deficit
narrowed to $6,721,000 from a $12,061,000 deficit at
Dec. 31, 2004.


AES CORPORATION: Earns $630 Million of Net Income in 2005
---------------------------------------------------------
The AES Corporation (NYSE: AES) reported strong results for
the fourth quarter and full year, with annual revenues of
$11.08 billion, up 17% from last year.  Fourth quarter net income
was $177 million.  This compares to net income of $101 million the
fourth quarter of 2004.  Fourth quarter income from continuing
operations was $179 million, compared to $19 million in the prior
year quarter.  

Full year 2005 net income was $630 million compared to
$298 million in 2004.  Income from continuing operations was
$632 million, compared to $264 million last year.  

"We ended 2005 on a very strong note, and achieved record revenues
and operating cash flow for the year," said Paul Hanrahan,
President and Chief Executive Officer.  "We successfully managed
through a period of increased energy costs and generated higher
free cash flow to improve our credit quality.  Over the course of
the year, we achieved many strategic milestones, including the
acquisition of a major wind energy company in the U.S. and the
start of many new projects and platform expansions in various
markets around the world."

The Company also identified certain errors in its 2003 and 2004
financial results during its 2005 year-end closing process that
resulted in a need to restate those results.  2003 net income was
reduced by $17 million or $0.03 per diluted share and 2004 net
income increased by $6 million or $0.01 per diluted share.  The
2003, 2004 and interim period 2005 previously issued financial
statements and report of the Company's independent registered
public accounting firm, Deloitte & Touche LLP, should no longer be
relied upon.  

The Company also said that as of March 31, 2006, it was in default
under its senior bank credit facility due to the restatement of
its 2003 financial statements.  As a result, $200 million of the
debt under the Company's senior bank credit facility has been
classified as current on the balance sheet as of December 31,
2005.  The Company currently is seeking a waiver of this default
and an amendment of the representation relating to the 2003
financial statements.  Upon receipt of the waiver and amendment,
the Company will be able to borrow additional funds under the
revolving credit facility, if needed.

                    Fourth Quarter Highlights

Consolidated key financial highlights for the fourth quarter of
2005 as compared to the same period in 2004 are:

   -- revenue increased 18% from the fourth quarter of 2004 to
      $2.973 billion, primarily due to favorable foreign currency
      exchange rates in Brazil and tariff increases in the
      Company's Brazil and Argentina regulated utilities.  
      Excluding the estimated impacts of foreign currency
      translation, revenues increased 11%.

   -- gross margin increased 32% to $929 million, principally
      due to the higher revenues and favorable tariff increases.  
      Gross margin as a percent of sales increased to 31.2% from
      28.0% largely due to the tariff increases.

   -- income before tax and minority interest increased 102% to
      $411 million due to higher operating earnings at the
      Company's subsidiaries, the lack of asset impairment charges
      and lower foreign currency translation losses versus the
      prior year.  These gains were partially offset by higher
      other expenses and increased corporate costs, the latter
      primarily due to external fees related to the prior year
      restatement effort.

   -- interest expense of $504 million increased $11 million
      reflecting higher short-term interest rates and adverse
      foreign currency translation effects, partially offset by
      lower hedge related derivative expense.  Interest income
      increased $20 million to $111 million largely as a result of
      the higher short-term rates and higher cash balances.

   -- income tax expense decreased $55 million to $93 million
      versus the prior year.  The 2005 tax expense had an
      effective rate of 23% and was positively impacted by a
      reduction of foreign subsidiary-related taxes, adjustments
      related to prior year tax returns and a favorable shift in
      the composition of income relative to tax rates.  The fourth
      quarter 2004 tax expense had an effective rate of 73% and
      was heavily influenced by the taxation of unrealized foreign
      exchange gains on dollar-denominated debt held at certain of
      our Latin American subsidiaries and taxes on dividend
      distributions from certain foreign subsidiaries.

   -- income from continuing operations increased to $179 million
      from $19 million in 2004 due to higher income before tax and
      minority interest and a significantly lower tax rate,
      partially offset by higher minority interest expense related
      largely to higher earnings contributions from Latin America.

   -- net cash from operating activities of $699 million increased
      54% from $454 million in 2004.  Free cash flow (a non-GAAP
      financial measure defined as net cash from operating
      activities less maintenance capital expenditures) was
      $577 million, up 86% from $310 million for the same period
      in 2004.  Maintenance capital expenditures were $122 million
      compared to $144 million in the prior year period.   
      Maintenance capital expenditures are defined as property
      additions less growth capital expenditures.

Full Year Highlights:

   -- full-year revenues were a record $11,086 million, an
      increase of 17% over $9,463 million in 2004.  Excluding the
      estimated impact of foreign currency translation, revenues
      increased 10%.

   -- gross margin was $3,178 million, an increase of $396 million
      or 14% compared to $2,782 million in 2004, with gains
      across all segments.  Favorable currency translation effects
      and higher prices led the increase, partially offset by
      $192 million of receivable reserves recorded by our
      Brazilian regulated utilities in the second quarter of 2005.
      Gross margin as a percent of sales declined 70 basis points
      to 28.7% due to the receivable reserve and the pass-through
      of higher energy costs in revenue without additional gross
      margin contribution.

   -- interest expense declined $36 million to $1.896 billion
      compared to $1.932 billion in the prior year, reflecting the
      benefits of debt retirement and lower interest rate hedge
      related costs, partially offset by unfavorable currency
      translation effects and higher short-term interest rates.
      Interest income increased $109 million on the higher rates.

   -- income before taxes and minority interest increased 77% to
      $1.458 billion, compared to $822 million in 2004.  The
      improvement reflects higher gross margin, lower net interest
      expense, lower foreign currency transaction losses, a loss
      on sale of investments in 2004 and a lack of asset
      impairment charges in 2004 versus 2005.

   -- the effective tax rate in the 2005 period was 32% compared
      to 44% in the prior period.  Income tax expense was
      positively impacted in 2005 by a reduction in the taxes
      imposed on earnings of, and distributions from, foreign
      subsidiaries as well as adjustments derived from the
      Company's 2004 income tax returns filed in 2005.

   -- income from continuing operations increased 139% to
      $632 million from $264 million in 2004 due to higher
      operating income before tax and minority interest and a
      lower effective tax rate, partially offset by higher
      minority interest expense related to an increase in the
      earnings of certain subsidiaries in Brazil.

   -- net cash from operating activities was a record
      $2.165 billion and 38% above 2004.  Higher earnings and
      relatively stable working capital levels contributed to the
      increase.

   -- free cash flow was $1,534 million in 2005, up 44% from
      $1.064 billion in 2004.  Maintenance capital expenditures
      were $631 million compared to $507 million in 2004.

   -- AES reduced total debt in 2005 by 5% to $17.706 billion
      including a $270 million reduction in recourse parent debt
      and a $612 million reduction in non-recourse subsidiary
      debt.

                     2006 Earnings Guidance

AES expects expects net cash from operating activities of
$2.2 billion to $2.3 billion and subsidiary distributions of
$1.0 billion.  The Company is increasing its business development
efforts and parent growth investments in 2006 consistent with its
long-term growth objectives.

"Our 2006 earnings guidance is fully consistent with our 2008
financial targets, which remain on track," said Mr. Hanrahan.
"We're starting 2006 on a strong note, with a high quality
development pipeline."

"This new credit facility will help support our growth objectives
and add to our financial flexibility," said Victoria Harker,
Executive Vice President and Chief Financial Officer.  "At the
same time, we remain committed to further improving our credit
quality as evidenced by last week's credit upgrade from Standard &
Poor's."

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 March 31, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on diversified energy company The AES Corp. to 'BB-' from
'B+'.  S&P said the outlook is stable.

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.


AES CORPORATION: Inks New $600M Credit Facility with Merrill Lynch
------------------------------------------------------------------
AES Corporation entered into a $600 million senior unsecured
credit facility agreement on March 29, 2005 with

   * Merrill Lynch Capital Corporation, administrative agent;

   * Merrill Lynch & Co., lead arranger;

   * Merrill Lynch, Pierce, Fenner & Smith Incorporated, as lead
     arranger; and

   * Merrill Lynch Bank USA, as fronting bank.  

The credit facility is a syndicated loan and letter of credit
facility.  The facility matures on March 31, 2010.

The Company would use $100 million of the loan for general
corporate purposes; and $500 million of letters of credit to
support the Company's construction of a coal-fired generation
plant in Bulgaria, called the AES Maritza East 1 project.

A full-text copy of the Credit Agreement is available for free at
http://ResearchArchives.com/t/s?778

                             Default

As of March 31, 2006 the Company is in default under this credit
facility due to the restatement of the Company's 2004 financial
statements.  As a result, the Company needed to obtain a waiver of
this default and an amendment of the representation relating to
the 2004 financial statements before the Company can borrow
additional funds under the credit facility.  The Company obtained
the default on April 3, 2006.

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 March 31, 2006,
Standard & Poor's Ratings Services raised its corporate credit
rating on diversified energy company The AES Corp. to 'BB-' from
'B+'.  S&P said the outlook is stable.

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.


ALDERWOODS GROUP: Earns $41.2 Million of Net Income in FY 2005
--------------------------------------------------------------
Alderwoods Group, Inc., (NASDAQ:AWGI) disclosed its financial
fourth quarter and year-end results, representing the 12 weeks and
52 weeks ended December 31, 2005.

The Company reported total net income of $41.2 million on revenues
of $748.9 million, for the 52 weeks ended December 31, 2005,
compared with total net income of $9.3 million on revenues of
$717.1 million, for the 52 weeks ended January 1, 2005.

From continuing operations, the Company reported total net income
of $42.9 million for fiscal 2005, compared with a net loss of
$3.6 million for fiscal 2004.

                 Significant Activities in 2005

In 2005, Alderwoods continued to optimize its core business
operations and reduce debt, while focusing on programs to
stimulate organic growth and increase the number of funeral
services performed, as well as position its operations to support
future growth.

Continued Market Rationalization

In 2005, Alderwoods Group completed its disposition of identified
discontinued operations, selling 18 funeral homes, five cemeteries
and four combination properties, which did not fit into the
Company's market or business strategies.  At the same time,
Alderwoods focused on developing new combination locations in
urban markets with favorable demographics.  In 2005, the Company
opened two new combination facilities in South Carolina.  
Alderwoods plans to advance its development program with the
opening of six new locations in 2006.

Further Reduced Long-Term Debt

In 2005, Alderwoods Group continued to reduce its long-term debt.   
As of December 31, 2005, long-term debt outstanding stood at
$373.5 million, a reduction of $90.1 million in fiscal 2005.  At
the end of fiscal 2005, cash on hand was $7.5 million.  In 2006,
the Company intends to continue to focus on paying down debt.   
However, in 2007 and beyond, Alderwoods Group's strengthened
balance sheet provides it with an opportunity to assess other uses
for available cash.

Improved Pre-Need Sales

To build a solid foundation for long-term market share and funeral
services volume growth, Alderwoods Group expanded its pre-need
sales program in 2005.  The Company added to its pre-need sales
force through targeted recruiting efforts and invested in
additional advertising and promotion of its Advance Planning
products and services.  In 2005, the value of pre-need funeral
contracts written increased 6.4% to $191.0 million and the
value of pre-need cemetery contracts written increased 8.7% to
$94.5 million.  Alderwoods Group's pre-need funeral services
backlog now exceeds $1.3 billion.  The Company is committed to
increasing, over time, the percentage of at-need revenues derived
from its pre-need business, as it represents a key avenue to drive
future organic growth in the business.  A strong pre-need program
also helps contribute to Alderwoods Group's at-need business by
increasing the profile of the Company's locations in the
communities in which they operate.

Advanced Program of Cultural Transformation

In 2005, Alderwoods Group continued to make progress in developing
a performance-based culture supporting leadership, outstanding
customer service, strong community relations, excellence in
administration and strong financial management.  To support its
program of Cultural Transformation, Alderwoods introduced
additional training programs for its employees.  The training
programs are designed to enhance the quality of service that
Alderwoods provides to families and help funeral home and cemetery
employees build relationships in the communities in which they
operate.  The Company believes that these training programs
combined with a commitment to exceptional service to families and
strong community outreach will help raise the reputation and
profile of its locations and assist in building long-term market
share.  Alderwoods also launched recruiting programs to attract
new talent.  The recruiting programs are designed to attract and
retain employees that bring the optimal skills and attitudes to
the organization.

Implemented Additional Alderwoods Rooms

In 2005, Alderwoods Group built 91 standardized merchandise
selection rooms, called Alderwoods Rooms, bringing the total
number of rooms in its network of funeral homes to 325 as of
December 31, 2005.  The Company plans to continue to invest in the
rollout of Alderwoods Rooms, implementing a further 80 rooms in
2006, as they provide more options to families during the
arrangement process and contribute to the average revenue per
funeral service.

"2005 was a year of strong performance for Alderwoods, as we
delivered revenue growth in our funeral, cemetery and insurance
businesses, increased the average revenue per funeral service, and
achieved solid cash flow from operations," said Mr. Paul Houston,
President and CEO of Alderwoods Group.  "We further strengthened
our balance sheet through continued debt reduction, while taking
the opportunity to invest in a number of programs to help build a
foundation for organic growth in the longer term."

Mr. Houston continued, "Some of our initiatives to stimulate
funeral services growth in 2005 did not take effect as quickly as
we had hoped and the total number of funeral services performed
decreased over the prior year, although we did experience
increases in the second and fourth quarters.  Our investments in
these initiatives came during a particularly challenging year, in
which we faced a soft funeral services market as well as the
impact of a severe hurricane season on our operations in the
southern United States.  After fully evaluating the results of
these programs, we will be reducing our spending in 2006 on those
initiatives that did not meet our targets, while continuing to
invest in those that have delivered results.

"The year-over-year growth in the average revenue per funeral
service helped to offset the decline in funeral services performed
and we will also continue to invest in areas that will further
improve this metric, such as the implementation of Alderwoods
Rooms and employee training programs.

"During the year," Mr. Houston added, "we experienced significant
cost inflation pressures in areas such as wages, insurance and
utilities, which were partially offset by some unusual items that
we do not expect to recur in 2006.  We expect that the
inflationary cost pressures will continue in 2006, in what appears
to be an ongoing soft environment for funeral services.  We
anticipate that funeral revenues will grow modestly over time,
driven primarily by continued improvement in the average revenue
per funeral service we perform.  Accordingly, we are taking steps
to ensure that our cost structure is appropriately aligned with
our anticipated revenues."

       Financial Summary 12 Weeks Ended December 31, 2005

For the 12 weeks ended December 31, 2005, total net income
was $9.1 million, a decrease of $15.3 million compared to
$24.4 million for the 12 weeks ended January 1, 2005.  

Continuing Operations

Total revenue for the 12 weeks ended December 31, 2005, was
$173.5 million compared to $167.2 million for the 12 weeks ended
January 1, 2005, an increase of $6.3 million, or 3.8%.  Increases
in the funeral and insurance segments were partially offset by a
decrease in cemetery revenue.

Funeral revenue was $112.1 million for the 12 weeks ended
December 31, 2005, an increase of $3.2 million compared to
$108.9 million for the 12 weeks ended January 1, 2005.  Same site
funeral revenue was $111.1 million for the 12 weeks ended
December 31, 2005, an increase of $5.9 million compared to
$105.2 million for the 12 weeks ended January 1, 2005.  The
increase in same site performance was largely due to an increase
in the number of funeral services performed of 0.6% and an
increase in the average funeral revenue per service of $191
or 4.7%.

Funeral gross margin increased to 18.8% for the 12 weeks ended
December 31, 2005, compared to 17.7% for the 12 weeks ended
January 1, 2005.  The increase was due to revenue increases, which
were partially offset by expense increases, primarily wages and
benefits.

Cemetery revenue for the 12 weeks ended December 31, 2005, was
$39.4 million, a decrease of $0.8 million or 2.2%, compared to
$40.2 million for the 12 weeks ended January 1, 2005.  The
decrease was primarily due to decreased pre-need space sales,
increased endowment care income of $0.2 million from its
investments, and increased at-need service revenue of $0.8 million
from a greater number of cemetery interments at a higher average
service revenue per interment.

Cemetery gross margin decreased to 11.4% for the 12 weeks ended
December 31, 2005, compared to 18.9% for the corresponding period
in 2004, primarily due to decreased revenue of $0.8 million and
higher operating expenses, primarily wages and benefits.

Insurance revenue was $22.0 million for the 12 weeks ended
December 31, 2005, compared to $18.0 million for the 12 weeks
ended January 1, 2005.  Insurance revenue increased primarily due
to increases in premiums of $4.0 million.  Insurance gross margin
decreased to 7.3% for the 12 weeks ended December 31, 2005,
compared to 9.6% for the corresponding period in 2004, primarily
as a result of a decrease in investment gains of $0.7 million.

General and administrative expenses totaled $11.3 million for the
12 weeks ended December 31, 2005 compared to $15.0 million for the
12 weeks ended January 1, 2005.  The decrease of $3.7 million is
primarily due to a decrease in management incentive bonus expense
of $0.5 million, a decrease in audit fee expense of $0.6 million,
a decrease in capital tax expense of $0.9 million and interest
income of $2.0 million on refunds related to an amended tax
return.

For the 12 weeks ended December 31, 2005, interest expense was
$6.6 million, a decrease of $4.0 million compared to the 12 weeks
ended January 1, 2005, reflecting the effect of principal
repayments and lower interest rates compared to the corresponding
period in 2004.

Income tax expense was a recovery of $1.0 million for the quarter
compared to a recovery of $3.0 million last year.  The Company
recorded an income tax refund of $3.2 million as a result of the
resolution of a tax audit.  The effective tax rate for the quarter
excluding the above benefit was approximately 28% reflecting the
effect of a full year effective tax rate of 42% compared to 45% at
the end of the third quarter.

Pre-need funeral and cemetery contracts written during the
12 weeks ended December 31, 2005, totaled $41.0 million and
$19.8 million, respectively.  For the 12 weeks ended
January 1, 2005, pre-need funeral and cemetery contracts written
totaled $42.2 million and $21.4 million, respectively. The Company
is continuing its program to increase pre-need sales. The Company
believes that pre-need sales are an important part of building the
foundation for future revenue.

Free cash flow from continuing operations was $14.2 million for
the 12 weeks ended December 31, 2005, compared to free cash flow
of $13.6 million for the 12 weeks ended January 1, 2005.  

       Financial Summary 52 Weeks Ended December 31, 2005

For the 52 weeks ended December 31, 2005, total net income
was $41.2 million, an increase of $31.9 million compared to
$9.3 million for the 52 weeks ended January 1, 2005.  Basic
earnings per share were $1.02 for the 52 weeks ended
December 31, 2005 compared to $0.23 for the 52 weeks ended
January 1, 2005.

Continuing Operations

Total revenue for the 52 weeks ended December 31, 2005, was
$748.9 million compared to $717.1 million for the 52 weeks ended
January 1, 2005, an increase of $31.8 million, or 4.4%.  Revenue
increased in each of the business segments - funeral, cemetery and
insurance.

Funeral revenue was $479.8 million for the 52 weeks ended
December 31, 2005, up $6.9 million compared to $472.9 million for
the 52 weeks ended January 1, 2005.  Same site funeral revenue
was $468.8 million for the 52 weeks ended December 31, 2005, up
$11.4 million compared to $457.4 million for the 52 weeks ended
January 1, 2005.  The increase in same site performance was
largely due to an increase in the average funeral revenue per
service of $124, or 3.1%, partially offset by a decrease in the
number of funeral services performed of 0.7%.

Funeral gross margin decreased to 18.2% for the 52 weeks ended
December 31, 2005, compared to 20.4% for the 52 weeks ended
January 1, 2005.  The decrease was primarily due to:

   (1) $4.5 million in increased wages, training and advertising
       costs related to the Company's expanded field management
       structure and investment in programs designed to build
       local brand awareness and generate future growth;

   (2) $1.9 million incentive bonus expense previously included in
       general and administrative expenses;

   (3) $2.4 million in increased insurance costs, including
       expenses not expected to be reimbursed under the Company's
       insurance policy for damages at locations affected by
       Hurricane Katrina; and

   (4) increased utility costs of $1.1 million.

Cemetery revenue for the 52 weeks ended December 31, 2005, was
$174.1 million, an increase of $10.1 million or 6.1%, compared
to $164.0 million for the 52 weeks ended January 1, 2005.  The
increase was due primarily to higher pre-need space sales of
$6.1 million at the Company's Rose Hills subsidiary, increased
at-need service revenue of $1.7 million, and increased endowment
care income of $1.0 million from its investments.

Cemetery gross margin was 12.7% for the 52 weeks ended
December 31, 2005, compared to 14.6% for the 52 weeks ended
January 1, 2005.  The decrease in gross margin was primarily due
to:

   (1) a $2.6 million increase in wages and benefits;

   (2) $0.8 million in incentive bonus expense previously included
       in general and administrative expenses;

   (3) $1.2 million in increased insurance costs, including
       expenses not expected to be reimbursed under the Company's
       insurance policy for damages at locations affected by
       Hurricane Katrina; and

   (4) $0.4 million in increased utility costs.

Insurance revenue was $95.0 million for the 52 weeks ended
December 31, 2005, compared to $80.1 million for the 52 weeks
ended January 1, 2005.  Insurance revenue increased primarily due
to increases in premiums of $14.1 million.  Insurance gross margin
decreased to 5.3% for the 52 weeks ended December 31, 2005,
compared to 5.9% for the 52 weeks ended January 1, 2005 due to a
decrease in investment gains of $1.7 million.

General and administrative expenses totaled $42.8 million for the
52 weeks ended December 31, 2005 compared to $51.2 million for the
52 weeks ended January 1, 2005.  The decrease is primarily due to:

   (1) the recovery of a $10.9 million corporate receivable
       previously fully reserved against;

   (2) interest income of $2.0 million on refunds from an amended
       tax return;

   (3) a $0.9 million reduction in accrual on settlement of a
       legal matter relating to a trustee fee dispute;

   (4) decreased capital tax expense of $0.5 million;

   (5) decreased incentive bonus expense of $0.8 million; offset
       by

   (6) increased wages, consulting and audit expenses of
       $1.1 million related to Sarbanes-Oxley compliance;

   (7) increased retirement allowance expense of $1.2 million; and

   (8) a $2.3 million foreign exchange impact from Canadian dollar
       based support center costs.

The general and administrative expenses in the 52 weeks ended
January 1, 2005, include a legal claim accrual reversal of
$0.9 million and recoveries of corporate receivables that were
previously fully reserved against for $1.2 million.

For the 52 weeks ended December 31, 2005, interest expense was
$30.1 million, a decrease of $48.0 million compared to the
52 weeks ended January 1, 2005, reflecting the effect of principal
repayments and lower interest rates compared to the corresponding
period in 2004, which also included $29.3 million of net
refinancing costs.

For the 52 weeks ended December 31, 2005, income tax expense was
$4.8 million versus a recovery of $1.5 million in 2004.  However,
during the third quarter of 2005 the Company recorded the non-cash
resolution of an outstanding tax liability by reducing its tax
expense by $12.1 million and in the fourth quarter the Company
recorded an income tax refund of $3.2 million as a result of the
resolution of an IRS tax audit.  The Company's effective tax rate
for 2005 before the above benefits was approximately 42%.

Net income from continuing operations was $42.9 million for the
52 weeks ended December 31, 2005, compared to a net loss of
$3.6 million for the 52 weeks ended January 1, 2005.

Pre-need funeral and cemetery contracts written during the
52 weeks ended December 31, 2005, totaled $191.0 million and
$94.5 million.  For the 52 weeks ended January 1, 2005, pre-need
funeral and cemetery contracts written totaled $179.5 million and
$86.9 million.  The Company is continuing its program to increase
pre-need sales.  The Company believes that pre-need sales are an
important part of building the foundation for future revenue.

Free cash flow from continuing operations was $78.0 million for
the 52 weeks ended December 31, 2005, compared to free cash flow
of $42.3 million for the 52 weeks ended January 1, 2005. Free cash
flow is a non-GAAP financial measure.  

Discontinued Operations

For the 52 weeks ended December 31, 2005, loss from discontinued
operations, net of tax, was $1.7 million or $0.04 basic and
diluted loss per share compared to net income of $12.9 million or
$0.32 basic and diluted earnings per share for the 52 weeks ended
January 1, 2005.  The Company had no classified discontinued
operations in the 12 weeks ended December 31, 2005.

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 December 31, 2005, the Company operated 594 funeral homes,
72 cemeteries and 60 combination funeral home and cemetery
locations throughout North America. 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 reported in the Troubled Company Reporter on April 3, 2006,
Standard & Poor's Ratings Services raised its credit ratings on
Alderwoods, including the corporate credit rating, which was
raised to 'BB-' from 'B+'.  S&P said the outlook is stable.


ALERIS INTERNATIONAL: Earns $74.3 Million in Fiscal Year 2005
-------------------------------------------------------------
Aleris International, Inc. (NYSE: ARS) disclosed its financial
results for the fourth quarter and fiscal year 2005.

               Fourth Quarter 2005 Operating Results

In the fourth quarter of 2005, the company reported revenues of
$625.5 million and a net loss of $5.2 million.  These results
include:

   *  a loss from special items including $25.0 million related
      primarily to the closure of the Carson, California rolling
      mill scheduled for the end of the first quarter of 2006;

   * $8.3 million of non-cash mark-to-market FAS 133 metal hedge
     losses; and

   * $4.0 million related primarily to the non-cash cost of sales
     impact of the write-up of rolled products assets to fair
     value at date of purchase.

For the fourth quarter of 2004, the Company reported revenues of
$372.6 million and a net loss of $26.5 million including:

   * $10.7 million of restructuring and severance costs related to
     the Commonwealth merger;

   * $4.2 million of non-cash impairment charges;

   * $6.5 million related primarily to the non-cash cost of sales
     impact of the write-up of rolled products assets to fair
     value at date of purchase; and

   * other non-recurring costs of $0.7 million.

These unfavorable impacts were offset partially by a $3.6 million
non-cash mark-to-market FAS 133 metal hedge gain.

Reported revenues of $625.5 million and a net loss of $5.2 million
in the fourth quarter of 2005 compared to pro forma revenues of
$578.1 million and a pro forma net loss of $16.4 million in the
fourth quarter of 2004.  Pro forma results in 2004 included $15.1
million of restructuring and severance costs related to the
Commonwealth merger, $4.2 million of non-cash impairment charges
and $6.5 million related primarily to the non-cash cost of sales
impact of the write-up of rolled products assets to fair value at
date of purchase; offset partially by a $2.3 million non-cash
mark-to-market FAS 133 metal hedge gain.

Steven J. Demetriou, Chairman and Chief Executive Officer of
Aleris, said "We are very pleased with our overall performance
that delivered adjusted earnings per share of $0.83 in the fourth
quarter.  In particular, rolled products material margins were
very strong as continually improving scrap spreads were augmented
by continued stability in rolling margins.  We continue to build
momentum with our growth strategy and I am extremely pleased with
our progress through the end of 2005.  During the fourth quarter,
we completed the acquisition of ALSCO and announced the closing of
our Carson rolling mill, which will further reduce our costs and
allow us to produce more cost-effectively at our other facilities.  
On December 12, we completed the acquisition of Alumitech, which
allows us to provide additional services to our North American
aluminum recycling customers.  Finally, we completed the
acquisition of selected Ormet assets on December 20 and are
proceeding with our plans to produce 125 million pounds of their
sheet volume in our existing facilities, while further
diversifying our product offering."

                 Fiscal Year 2005 Operating Results

For 2005, Aleris reported revenues of $2.43 billion and net income
of $74.3 million.  These results include:

   * a pre-tax loss from special items including $29.9 million of
     restructuring and asset impairment charges related primarily
     to the closing of the Carson, California rolling mill;

   * $18.6 million of non-cash mark-to-market FAS 133 metal hedge
     losses; and

   * $11.9 million related primarily to the non-cash cost of sales
     impact of the write-up of rolled products assets to fair
     value at date of purchase.

The effective tax rate for the year was 0.6%, which reflects the
reversal of valuation allowances against certain deferred tax
assets.  The prior year-to-date tax rate through Sept. 30, 2005,
was 4.2% and the company recorded a $3.4 million tax benefit in
the fourth quarter of 2005 to reduce this rate to the effective
rate for the year.  The company anticipates future effective tax
rates will approximate the statutory rate of 35%.

For the full year of 2004, the Company reported revenues of $1.23
billion and a net loss of $23.8 million including:

   * $15.2 million of restructuring and severance costs related
     primarily to the Commonwealth merger;

   * $4.2 million of non-cash impairment charges;

   * $6.5 million related primarily to the non-cash cost of sales
     impact of the write-up of rolled products assets to fair
     value at date of purchase; and

   * $700,000 of other non-recurring costs.

These unfavorable impacts were offset partially by $4.2 million of
non-cash mark-to-market FAS 133 metal hedge gains.

Reported revenues of $2.43 billion and net income of $74.3 million
for 2005 compared favorably to pro forma revenues of $2.24 billion
and a pro forma net loss of $22.7 million for 2004.  Pro forma
results in 2004 included:

   * $34.6 million of restructuring and severance costs related
     primarily to the Commonwealth merger;

   * $4.2 million of non-cash impairment charges;

   * $6.5 million related primarily to the non-cash cost of sales
     impact of the write-up of rolled products assets to fair
     value at date of purchase; and

   * $6.5 million of asset write-offs related primarily to the
     shut-down of tube enterprises at the rolled products segment.

These unfavorable impacts were offset primarily by $5.0 million of
non-cash mark-to-market FAS 133 metal hedge gains.

Headquartered in Beachwood, Ohio, a suburb of Cleveland, Aleris
International, Inc. -- http://www.aleris.com/-- is a major North  
American manufacturer of rolled aluminum products and is a global
leader in aluminum recycling and the production of specification
alloys.  The company is also a leading manufacturer of value-added
zinc products that include zinc oxide, zinc dust and zinc metal.  
The Company operates 42 production facilities in the United
States, Brazil, Germany, Mexico and Wales, and employs
approximately 4,200 employees.

As reported in the Troubled Company Reporter on Mar. 23, 2006,
Standard & Poor's Rating Services placed its 'BB-' corporate
credit and its other ratings on Aleris International Inc. on
CreditWatch with negative implications.  The action followed the
announcement that Aleris has entered into a non-binding letter of
intent to acquire the downstream aluminum operations of Corus
Group PLC (BB-/Watch Pos/B) for approximately $840 million plus
the assumption of:

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

Moody's Investors Service also placed the debt ratings of Aleris
International Inc., under review for possible downgrade.  These
ratings were:

   * B1 Corporate Family Rating:

   * B2 senior secured $210 million 10.375% notes due 2010

   * B3 senior unsecured $125 million 9% notes due 2014.


AMERISTAR CASINOS: $2BB Aztar Bid Cues Moody's Developing Outlook
-----------------------------------------------------------------
Moody's Investors Service revised the ratings outlook of Ameristar
Casinos, Inc., to developing from positive following the company's
announcement that it made an unsolicited cash bid to acquire Aztar
Corp. for $42 per share.  Ameristar's bid is valued at about $2.25
billion including the assumption of about $723 million of Aztar
debt.  Ameristar's current bid is higher than recent bids by
Pinnacle Entertainment, Inc. at $38/share, and Colony Capital at
$41/share.

The developing outlook recognizes the uncertainty regarding
whether or not Aztar will accept Ameristar's current bid, as well
as the possibility that Aztar will entertain higher bids from
current or new bidders.  Ameristar's current bid, if accepted and
assuming it was fully debt-financed, would not necessarily result
in a downgrade given the positive impact from an increase in size
and diversification as well as the longer-term benefits afforded
by an improved business risk profile.  However, if Ameristar
materially increases its bid and finances it entirely with debt,
ratings could be negatively impacted given that the increase in
financial risk may outweigh the benefits associated with a larger,
more diversified asset base.

Moody's previous rating action on Ameristar took place on
Aug. 17, 2005 and was related to the assignment of a Ba3 rating to
the company's $1.2 billion senior secured credit facilities and a
revision of the ratings outlook to positive from stable.

Ameristar Casinos, Inc., owns and operates seven hotel/casinos in
six markets.  The company's portfolio of casinos consists of :
Ameristar St. Charles; Ameristar Kansas City; Ameristar Council
Bluffs; Ameristar Vicksburg; Mountain High Casino; and Cactus
Petes and the Horseshu in Jackpot, Nevada.


ARVINMERITOR INC: Moody's Holds Ratings, Shifts Trend to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of ArvinMeritor,
Inc., Corporate Family Rating at Ba2, and changed the rating
outlook to negative from stable.  Although recent actions such as
asset sales, the note tender offer and the convertible financing
are viewed favorably, the company's core Light Vehicle Systems
segment continues to under-perform and debt protection measures
are somewhat weak for the rating category.

In maintaining the Ba2 rating, Moody's anticipates some
improvement in credit metrics over the near term.  However, the
negative outlook acknowledges that any shortfall in performance
could result in a rating downgrade.  This could occur should the
current strength in ARM's Commercial Vehicle Systems group
significantly moderate due to changes in commercial vehicle engine
emissions standards set to take effect by 2007 or if margins in
the LVS segment fail to demonstrate expected improvement over the
coming quarters.  Restructuring initiatives in LVS could
contribute to better results, but near-term operating conditions
in the North American automotive market remain very challenging.

Ratings affirmed:

   * Corporate Family, Ba2
   * Senior Unsecured Notes, Ba2
   * Senior Unsecured Shelf, (P)Ba2
   * Arvin Capital -- Bkd Preferred Stock, Ba3
   * Speculative Grade Liquidity Rating, SGL-2

ARM has recently concluded the sale of its North American
Purolator filter business for approximately $170 million and the
sale of its North American light vehicle aftermarket exhaust
business.  It has also raised $300 million from a new senior
unsecured convertible note issue.  Proceeds from dispositions,
note issuance and cash on hand were used to successfully tender
for $600 million of its public notes with maturities in 2007, 2008
and 2009.  The net effect of these transactions is to lower the
company's pro forma indebtedness by up to $300 million as well as
extend the maturity profile of its debt.

As the new convertible issue will have a lower coupon than the
notes retired in the tender offer, the company's interest expense
will be reduced going forward.  Additional asset sales could also
provide resources to boost liquidity or lead to incremental debt
reduction.  The benefits of these actions as well as expectations
of ongoing free cash flow were incorporated into the company's
liquidity rating, which was raised to SGL-2 on March 14 and
indicates good liquidity over the next year.

However, consolidated profitability in 2007 will be affected by
anticipated softening in demand for heavy duty trucks in North
America when new emission regulations come into force.  While
visibility on the extent of any potential decline in the CVS
business remains limited, margins within the company LVS segment
are currently weak and must show improvement to support the
current ratings.

In the absence of a material improvement in those margins, LVS
results are unlikely to fully offset any potential decline in the
CVS segment.  Although debt levels have been reduced from the
recent actions, prospective debt/EBITDA, consolidated EBIT
margins, and EBIT/Interest coverage may gravitate towards metrics
not supportive of the current Ba2 rating without LVS operating
improvement.  While ARM's exposure to GM and Ford is modest,
operating conditions in the North American light vehicle market
remain challenging due to elevated and un-recouped costs of raw
materials.

With excess capacity across the supplier industry, certain OEMs
reducing their manufacturing footprints, and, several industry
participants in bankruptcy, the ability to improve margins through
firmer pricing in this segment is constrained.  The negative
outlook also incorporates the potential for disruptions to North
American industry activity should negotiations between Delphi
Corporation, GM and the UAW and between Tower Automotive, Ford and
the UAW result in strikes at either or both OEMs.

ArvinMeritor, Inc., based in Troy, Michigan, is a global supplier
of a broad range of integrated systems, modules and components to
the motor vehicle industry.  The company serves light vehicles,
commercial truck, trailer and specialty original equipment
manufacturers and certain aftermarkets.  The company had fiscal
2005 revenues of $8.8 billion, and employs 29,000 people at more
than 120 manufacturing facilities in 25 countries.


ASARCO LLC: Court Approves De Minimis Asset Sale Procedures
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 7, 2006,
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi for authority
to establish de minimis sale procedures for:

   (a) personal property with a purchase price of $100,000 or
       less; and

   (b) real property with a purchase price of $500,000 or less.

Jack L. Kinzie, Esq., at Baker Botts LLP, in Dallas, Texas,
clarifies that personal property constituting a de minimis asset
excludes Accounts and Inventory as defined in the Oct. 27, 2005,
DIP Financing Agreement.

                            Court Order

Judge Schimdt authorizes ASARCO LLC to sell de minimis personal
property, without further court approval.

If the Debtors propose to sell personal property for $100,000 or
less, the Court directs them to provide notice, at least 10
business days before the sale, to:

    * The U.S. Trustee for the Southern District of Texas,

    * Counsel for the Official Committee of Unsecured Creditors of
      ASARCO LLC,

    * Counsel for the Official Committee of Unsecured Creditors of
      the Asbestos Subsidiary Debtors,

    * Counsel for the Future Claims Representative,

    * Counsel for The CIT Group/Business Credit, Inc.,

    * Any other Lienholder,

    * Counsel for Mitsui & Company (U.S.A), Inc.,

    * The U.S. Department of Justice (for sales involving Texas
      properties),

    * The Texas Taxing Authorities, and

    * State Attorney General's office of the state where the
      property proposed to be sold is located.

The Court makes it clear that Accounts and Inventory, as defined
in the DIP Financing Agreement, are excluded from property to be
sold pursuant to the de minimis asset sale procedures.  In
addition, the Court says the Order does not relieve ASARCO from
its obligations to comply with the provisions of the DIP
Financing Agreement with respect to application of the sales
proceeds and obtaining approvals if required.

The Order also excludes property that ASARCO has environmental
liabilities or where environmental liabilities have been alleged.

If the sale involves property in Texas, the Court rules that the
sales proceeds will first be used to satisfy any tax liens on the
property that secure allowed claims for personal property ad
valorem taxes owed to the Texas Taxing Authorities.

Until all personal property ad valorem taxes claims for the Texas
Taxing Authorities are paid in full, no net proceeds will be paid
to the consensual lienholders.

The remaining net proceeds, if any, will be paid to the
consensual Lienholders in the same order and priority as they had
against the property.

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 to Enter Into Chase Bank Credit Card Agreement
----------------------------------------------------------------
Pursuant to Section 364 of the Bankruptcy Code, ASARCO LLC seeks
authority from the U.S. Bankruptcy Court for the Southern District
of Texas in Corpus Christi to enter into a corporate credit
agreement with Chase Bank, and grant a lien on a newly created
segregated cash account to secure any obligations arising under
the credit card program.

ASARCO has chosen Chase Bank's $150,000 Commercial Card Classic
Program, which will provide up to 15 business charge cards.
Annual fees for the credit cards vary depending on annual usage,
but in no event are the fees greater than $35 per card.  The
finance charge rate, which applies only to past-due accounts, is
equal to the prime rate plus 2%.

As a condition to entering into the credit card agreement, Chase
Bank requires ASARCO to:

    (a) set aside $150,000 in a segregated, interest-bearing
        savings account at Chase Bank; and

    (b) grant Chase Bank a lien against the segregated savings
        account to secure ASARCO's obligations under the credit
        card program.

Jack R. Prince, Esq., at Baker Botts LLP, in Dallas, Texas, tells
the Court that ASARCO needs to provide its plant managers with
business charge cards to purchase miscellaneous supplies and
items used in the daily operations of each facility.  With the
credit card, the purchase and payment processes are streamlined,
providing managers controlled purchasing ability.

Section 364 of the Bankruptcy Code authorizes a debtor, who is
unable to obtain unsecured credit, to obtain credit secured by a
lien on property of the estate that is not otherwise subject to a
lien.

ASARCO has been unable to obtain the type of credit that Chase
Bank is offering on an unsecured basis, Mr. Prince says.  In
fact, ASARCO obtained terms for the American Express charge card
program but American Express required a deposit for twice the
amount of the credit offered, so it was not accepted, Mr. Prince
explains.

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).


ASAT HOLDINGS: January 31 Balance Sheet Upside-Down by $35.9 Mil.
-----------------------------------------------------------------
ASAT Holdings Limited (Nasdaq: ASTT) reported its financial
results for the third quarter of fiscal 2006, ended Jan. 31, 2006.

The Company generated $48.2 million of net revenue in the third
quarter of fiscal 2006, a 13% increase compared with $42.6 million
of net revenue in the second quarter of fiscal 2006.

For the quarter ended Jan. 31, 2006, ASAT incurred a $5.9 million
net loss, compared with a $9.7 million net loss in the prior
quarter.  

The third quarter net loss includes a $2.3 million reversal to
other income for the previously accrued write-off of ASAT S.A.,
ASAT's business in France that was closed as part of ASAT's global
restructuring in November 2001.  The three-year statute of
limitations, which began in the third quarter of fiscal 2003 and
was applicable to the claims arising out of the closure of ASAT
S.A., expired during the third quarter of fiscal 2006.

At Jan. 31, 2006, ASAT Holdings' balance sheet showed $184,029,000
in total assets, $216,060,000 in total liabilities and $3,885,000
of Series A Redeemable Convertible Preferred Shares, resulting in
a stockholders' deficit of $35,916,000.
    
Additional Third Quarter Results:

    -- Net revenue for assembly was $45.2 million
    -- Net revenue for test was $3.0 million
    -- Capital expenditures were $9.7 million
    -- Cash and cash equivalents at the end of the third quarter
       of $19 million

"Third quarter revenue was up 13% sequentially and above the
guidance range of up 5% to 10% we forecasted in December.  The
better than expected results were due in part to our ability to
expand revenue in our key market segments," said Robert J. Gange,
president and CEO of ASAT.

"Revenue from our China facility increased 43% sequentially and
accounted for approximately 48% of total revenue in the third
quarter.  We expect revenue from our China facility will account
for approximately 60% of our total revenue in the fourth quarter.

"[W]e now expect to complete the majority of our move to China by
the end of April, approximately four months ahead of schedule.  By
moving out of Hong Kong earlier than planned, we should see an
acceleration of the cost savings we expect to achieve by having
our manufacturing in China," said Mr. Gange.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?791

                    About ASAT Holdings
    
ASAT Holdings Limited -- http://www.asat.com.-- is a global  
provider of semiconductor package design, assembly and test
services.  With 17 years of experience, the Company offers a
definitive selection of semiconductor packages and world-class
manufacturing lines.  ASAT's advanced package portfolio includes
standard and high thermal performance ball grid arrays, leadless
plastic chip carriers, thin array plastic packages, system-in-
package and flip chip.  ASAT was the first company to develop
moisture sensitive level one capability on standard
leaded products.  The Company has operations in the United States,
Asia and Europe.  ASAT, Inc. is a wholly owned subsidiary of ASAT
Holdings Limited and the exclusive representative of ASAT for
services in North America.


ATLANTIC EXPRESS: Bank of New York OKs Four Bond Indenture Changes
------------------------------------------------------------------
Atlantic Express Transportation Corp. entered into a Third
Supplemental Indenture, among the Company, the Guarantors and The
Bank of New York, as Trustee and Collateral Agent.

The Supplemental Indenture was entered into pursuant to the
consent of the holders of the majority of the outstanding
aggregate principal amount of the Company's 12% Senior Secured
Notes due 2008 and Senior Secured Floating Rate Notes due 2008.  
The holders of the majority of the outstanding aggregate principal
amount of the Company's 10% Third Priority Secured Notes due 2008
also consented to the same changes as the changes contained in the
Supplemental Indenture.

                     Terms of the Indenture

The new terms of the Supplemental Indenture apply to all holders
of the Notes and the Third Priority Notes.  No consideration was
paid to the consenting holders.  The Supplemental Indenture

     (i) amends the definition of the term "Asset Sale" to exclude
         the sale of accounts receivable;

    (ii) amends the definition of the term "Permitted
         Indebtedness" to increase the size of the permitted bank
         debt basket from $20 million to $30 million;

   (iii) amends the "Limitation on Asset Sales" covenant to
         require the Company to apply 80% of net cash proceeds in
         excess of $10 million from asset sales occurring after
         the date of the Supplemental Indenture to offer to
         repurchase the Notes and the Third Priority Notes;

    (iv) amends the "Maintenance of Consolidated EBITDA" covenant
         such that it will not apply until the four consecutive
         quarters ending Dec. 31, 2006 and will require minimum
         "Consolidated EBITDA", as defined in the Indenture
         governing the Notes, of $23 million.

A full-text copy of the Third Supplemental Indenture is available
at no charge at http://ResearchArchives.com/t/s?792

                     About Atlantic Express

Based in Staten Island, NY, Atlantic Express Transportation Corp.
-- http://www.atlanticexpress.com/-- is the fourth largest  
provider of school bus transportation in the United States and the
leading provider in New York City, the largest market in which it
operates.  The Company has contracts to provide school bus
transportation in 111 school districts in New York, Missouri,
Massachusetts, California, Pennsylvania, New Jersey and Illinois.  
The Company generally provides services for the transportation of
open enrollment students through the use of standard school buses,
and the transportation of physically or mentally challenged
students through the use of an assortment of vehicles, including
standard school buses, passenger vans and lift-gate vehicles,
which are capable of accommodating wheelchair-bound students.  The
Company has a fleet of approximately 6,000 vehicles to service its
school bus operations, consisting of school buses, minivans and
cars, lift and ramp-equipped vehicles, coaches and service and
support vehicles.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2006,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit and senior secured debt ratings on Atlantic Express
Transportation Corp.  However, Standard & Poor's revised the
outlook to negative from developing due to concerns about the
company's tight liquidity situation.  The negative outlook
indicates the potential for a rating downgrade if Atlantic Express
fails to improve liquidity and achieve covenant relief over the
near term.  The Staten Island, New York-based school bus company
has about $196 million of lease-adjusted debt.


AVAYA INC: $13.2 Million 11-1/8% Sr. Sec. Notes Redeemed for 105%
----------------------------------------------------------------
Avaya Inc. (NYSE:AV) disclosed that at 5:00 p.m. on April 3, 2006,
$13,205,000 principal amount at maturity of its 11-1/8% Senior
Secured Notes due 2009, which represented all outstanding Notes,
were redeemed for cash.  

Holders will receive the redemption price of $1,055.63 per $1,000
principal amount at maturity of Notes, plus unpaid interest
accrued on the Notes to the redemption date.  The total cost of
the redemption, including all unpaid interest accrued on the
Notes, was approximately $14.7 million.

                    Share Repurchase Program

The Company repurchased 7.9 million shares of common stock during
the first fiscal quarter at an average price of $11.32, or a total
of $90 million.  Since the inception of the company's share
repurchase program during the second quarter of 2005, Avaya has
repurchased a total of 19.5 million shares at an average price of
$10.11, or a total of $197 million.  Since the inception of the
program the company has reduced its diluted common shares by three
percent.

Headquartered in Basking Ridge, New Jersey, Avaya, Inc. --
http://www.avaya.com/-- designs, builds and manages  
communications networks for more than one million businesses
worldwide, including more than 90 percent of the FORTUNE 500(R).  
Focused on businesses large to small, Avaya is a world leader in
secure and reliable Internet Protocol telephony systems and
communications software applications and services.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2005,
Standard & Poor's Ratings Services raised its corporate credit
rating on Avaya, Inc., to 'BB' from 'B+'.

As reported in the Troubled Company Reporter on Jan. 21, 2005,
Moody's Investors Service upgraded the senior implied rating of
Avaya, Inc., to Ba3 from B1.  Moody's said the ratings outlook is
positive.

Ratings upgraded include:

   * Issuer rating to B1 from B2

   * Shelf registration for senior unsecured debt and preferred
     stock to (P)B1 and (P)B3 from (P)B2 and (P)Caa1,
     respectively.


BRANDYWINE REALTY: Buys One Paragon Place in Virginia for $24 Mil.
------------------------------------------------------------------
Brandywine Realty Trust (NYSE:BDN) acquired an office building
totaling 145,127 square feet in Richmond, Virginia for
$24 million.  The property, One Paragon Place, was built in 1988
and is currently 98% leased.  One Paragon enjoys a reputation as
one of the highest quality suburban buildings in Richmond.  The
Company purchased the property free and clear of any debt and
funded its purchase with proceeds from its unsecured credit
facility.

"Our acquisition of One Paragon is a continuation of Brandywine's
overall investment strategy of acquiring Class A office buildings
in our existing core markets," Gerard H. Sweeney, President and
CEO of Brandywine Realty Trust, commented.  "We are extremely
excited to further increase our market share in one of the most
desirable submarkets in suburban Richmond.  We purchased Two
Paragon in 2002 and are currently developing Three Paragon, so
this acquisition of One Paragon completes our objective of owning
all of the Class A office space in Paragon Place."

                  About Brandywine Realty Trust

With headquarters in Plymouth Meeting, Pennsylvania and regional
offices in Mt. Laurel, New Jersey and Richmond, Virginia,  
Brandywine Realty Trust -- http://www.brandywinerealty.com/-- is      
one of the Mid-Atlantic region's largest full service real estate
companies.  Brandywine owns, manages or has an ownership interest
in 299 office and industrial properties, aggregating 24.2 million
square feet.

                          *     *     *

Brandywine Realty Trust's Preferred Stock carries Moody's
Investors Service's Ba1 rating and Standard & Poor's BB+ rating.


BRICE ROAD: Court Approves Disclosure Statement
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio
approved the Disclosure Statement explaining Brice Road
Developments, LLC's Amended Joint Chapter 11 Plan of
Reorganization.

The Court determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind of
information -- required under Section 1125 of the Bankruptcy Code.

             Summary of the Amended Joint Plan

As reported in the Troubled Company Reporter on Feb. 16, 2006, on
the Effective Date, SIR Kensington Associates LLC, a co-proponent
of the Plan, will make a $2.5 million initial contribution to the
Debtor, as capital or as a loan.  

Proceeds of the initial contribution will be used on the Effective
Date, to partly fund the:

    1. Unsecured Claims Fund in the amount of $275,000; and

    2. miscellaneous closing costs, working capital reserves,
       interest reserves, and deferred maintenance consisting of,
       among other needs, repair to flood damaged units and
       construction of remedial drainage systems, completion of
       unit construction, and landscaping needs.

SIR Kensington anticipates that the balance of the initial
contribution will be used after the effective date to fund
miscellaneous closing costs, working capital reserves, interest
reserves, and deferred maintenance consisting of, among other
needs, repair to flood damaged units and construction of remedial
drainage systems, completion of unit construction, and landscaping
needs.

       Treatment of Claims Under the Amended Joint Plan

Under the Amended Joint Plan, allowed claims for deposits,
totaling $34,000, will be satisfied in full within 60 days of the
effective date.

The Debtor discloses that General Electric Credit Equities has
elected to bifurcate its claim pursuant to Section 1111(b)(2) of
the Bankruptcy Code.  Under the amended plan, GE Credit's
unsecured claim would have received, in full satisfaction, cash
equal to its Pro-Rata Share of the Unsecured Claims Fund and
proceeds of the Retained Bankruptcy Actions.  However, because of
GE Credit's election under Section 1111(b)(2), GE Credit is
presumed not to have any unsecured allowed claim.

GE Credit's secured claims will be paid in full in amortized
amounts of:

    a) payments with 5.5% interest per annum from the effective
       date, commencing on the first day of the month after the
       month of the effective date and continuing on the first day
       of each of the next 23 months; and

    b) commencing on the first day of the 25th month after
       the month of the effective date, the Debtor will pay the
       remaining amount of GE Credit's allowed secured claim, with
       interest of 5.5% per annum, in 480 equal consecutive
       monthly installments.

GE Credit will retain its lien on Kensington Commons and on any
other of Debtor's property securing its claim, to the extent of
the allowed amount of such Claim; otherwise, the lien will be void
and of no force and effect.  As long as the Debtor does not
default in its obligations to GE Credit, then Debtor is permitted
to collect rents, revenues and other profits on the property
securing GE Credit's claim.  The amended plan also provides that
the Debtor may prepay GE Credit's secured claim after the
effective date without penalty.

The Amended Plan also provides that in case of inconsistencies
between the terms of the plan and the terms of the Debtor's
agreement with GE Credit, the terms of the plan will prevail.

The provisions of the Mortgage Note dated January 19, 2001, and
executed and delivered by the Debtor to Armstrong Mortgage
Company, will remain in full force and effect subsequent to the
Effective Date.  The Debtor tells the Court that the provisions of
that certain Open-End Mortgage Deed dated January 19, 2001, and
executed and delivered by the Debtor to Armstrong Mortgage
Company, and the Addendum, will remain in full force and effect
subsequent to the Effective Date, except that:

    i) the debt secured thereby will be modified under the Amended
       Plan, and

   ii) provisions in the Mortgage Deed, specifically paragraphs 3,
       11, 12, and 14, will be of no force and effect as of the
       effective date.

The allowed secured claim of the Treasurer, totaling approximately
$112,046, will be paid in full with amortized amounts of 4%
interest per annum from the effective date over a period of 30
consecutive monthly installments, commencing on the first day of
the month after the month of the effective date.

The Allowed secured claim of SIR Kensington, totaling
approximately $10,000, will be paid in full with the issuance to
SIR Kensington or its designee, the Debtor's entire member
interests.  Upon such issuance, the security interest of SIR
Kensington in the Commercial Tort Claims shall be deemed released
and satisfied.

Allowed Claims of the Mechanics Lien Holders will receive, in
cash, their pro-rata share of the Unsecured Claims Fund and their
pro-rata share of the Retained Bankruptcy Action Net Proceeds.

Unsecured Allowed Claims not having priority under Section 507 of
the Bankruptcy Code, and not included within the allowed claims of
the mechanics lien holders, in cash, their pro-rata share of the
Unsecured Claims Fund and their pro-rata share of the Retained
Bankruptcy Action Net Proceeds.

Allowed member interests will be cancelled on the effective date.

A full-text copy of the Disclosure Statement explaining its First
Amended Joint Plan of Reorganization is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060215022627  

A full-text copy of the Disclosure Statement explaining its Joint
Plan of Reorganization is available for a fee at:

  http://www.researcharchives.com/bin/download?id=051229023718

The Court has set a hearing at 9:30 a.m. on June 13, 2006, to
consider confirmation of the Debtors' amended plan.

Objections to the Plan, if any, must be filed by May 1, 2006.

Headquartered in Dublin, Ohio, Brice Road Developments, L.L.C.,
owns Kensington Commons, a 264-unit apartment complex located
outside of Columbus, Ohio.  The Company filed for chapter 11
protection on Sept. 2, 2005 (Bankr. S.D. Ohio Case No. 05-66007).
Yvette A Cox, Esq., at Bailey Cavalieri LLC represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


BRIGHAM EXPLORATION: S&P Rates $125 Million Sr. Unsec. Notes at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to independent oil and gas exploration and
production company Brigham Exploration Co. and its 'B-' rating to
the company's $125 million senior unsecured notes due 2014.  The
outlook is stable.  

Pro forma for the offering, Austin, Texas-based Brigham will have
$125 million in long term debt.
     
Proceeds from the notes will be used to repay existing debt and to
help fund the company's 2006 capital spending.
      
"The stable outlook for Brigham reflects expectations that near-
term cash flow and liquidity should be adequate to fund planned
capital expenditures and debt service," said Standard & Poor's
credit analyst Jeffrey Morrison.
     
The ratings on Brigham reflect:

   * the company's small geographically concentrated reserve base;

   * high all-in cost structure;

   * short reserve life on a proved developing producing basis;
     and

   * a highly leveraged financial profile.
     
The company's experienced management team, respectable inventory
of internal prospects, and established operating track record
operating within core areas do not sufficiently offset these
concerns.


BUILDERS PLUMBING: Trustee Hires Defrees as Special Counsel
-----------------------------------------------------------
David Grochocinski, the Chapter 7 Trustee overseeing the
liquidation of Builders Plumbing & Heating Supply Co. and its
debtor-affiliates' estates, sought and obtained authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Defrees & Fiske LLC as his special counsel.

                  Hydromatic Adversary Proceeding

Mr. Grochocinski told the Court that he is completing the
liquidation of the Debtors' assets and winding up the Debtors'
affairs.  Based on an analysis of the Debtors' records conducted
by Mr. Grochocinski and his consultants, Mr. Grochocinski believes
that during the 90 days preceding their bankruptcy filings, the
Debtors made numerous payments to creditors on account of
antecedent debt.  Mr. Grochocinski says that he initially sent
demand letters to recipients of those Payments and has brought
adversary proceedings for the avoidance and recovery of
preferential transfers in certain cases where Transferees either
failed to respond to the demand letters or denied any liability to
return property to the Debtors' estates.

Mr. Grochocinski relates that although he has reached settlement
agreements with most of the Transferees, approximately 70
Avoidance Actions remain pending.  One of these Avoidance
Actions is Grochocinski v. Hydromatic, Inc., Pentair Pump Group,
No. 05-A-2654.  Mr. Grochocinski says that with Hydromatics'
answer to the complaint in the adversary proceeding, the
Hydromatics also filed a counterclaim against the Trustee.

                   Defrees & Fiske Retention

Defrees & Fiske is expected to:

    a. prosecuting the claims in the Hydromatic Adversary
       Proceeding under Section 547(b) of the Bankruptcy Code;

    b. defend the Trustee against the Counterclaim in the
       Hydromatic Adversary Proceeding; and

    c. furnish other services which the Trustee deems necessary in
       connection with the Hydromatic Adversary Proceeding.

L. Judson Todhunter, Esq., a member of Defree & Fiske, tells the
Court that the Firm's professionals bill:

      Professional                  Hourly Rate
      ------------                  -----------
      Members                       $300 - $380
      Associates                    $160 - $210
      Paralegals                     $85 - $95

Mr. Todhunter assures the Court that the firm does not hold or
represent any interest adverse to the Debtors or their estates.

Mr. Todhunter can be reached at:

         L. Judson Todhunter, Esq.
         Defrees & Fiske LLC
         200 South Michigan Avenue, Suite 1100,
         Chicago, IL 60604
         Tel: (312) 372-4000
         Fax: (312) 939-5617
         http://www.defrees.com/

                   About Builders Plumbing

Headquartered in Addison, Illinois, Builders Plumbing & Heating
Supply Co. is a plumbing product distributor.  The Debtor and its
affiliates filed for chapter 11 protection on December 5, 2003
(Bankr. N.D. Ill. Case No. 03-49243).  Brian A. Audette, Esq.,
David N. Missner, Esq., and Marc I. Fenton, Esq., at DLA Piper
Rudnick represent the Debtors.  The Debtors' chapter 11 cases were
converted into chapter 7 liquidation proceedings on Mar. 11, 2004.  
David E. Grochocinski, the chapter 7 trustee, is represented by
Kathleen M. McGuire, Esq., at Grochocinski, Grochocinski & Lloyd.  
Mark Melickian, Esq., represents the Official Committee of
Unsecured Creditors.  When the Company filed for protection from
their creditors, they listed assets of $62,834,841 and debts of
$57,559,894.


C-BASS MORTGAGE: Moody's Rates Class B-4 Certificates at Ba1
------------------------------------------------------------
Moody's Investors Services assigned Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust 2006-CB3,
Series 2006-CB3 C-BASS Mortgage Loan Asset-Backed Certificates,
and ratings ranging from Aa1 to Ba1 to the subordinate and
mezzanine certificates in the deal.

The securitization is backed by adjustable-rate and fixed-rate
subprime mortgage loans acquired by Citigroup Mortgage Loan Trust
Inc.  The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization, excess spread and a swap agreement. Moody's
expects collateral losses to range from 3.80% to 4.30%.

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

The complete rating actions are:

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


CALPINE CORP: Court Approves Thelen Reid as Special Counsel
-----------------------------------------------------------
Calpine Corporation and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to employ Thelen Reid & Priest LLP, as their special
counsel, nunc pro tunc to Dec. 20, 2005.

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Thelen Reid has represented the Debtors and certain of their
subsidiaries for more than 15 years in connection with project
finance, securities and disclosure, tax, employee benefits, labor
and employment, construction, bankruptcy, litigation, intellectual
property, environmental, insurance, real estate, and other areas,
Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
relates.

Thus, Thelen Reid has considerable and intimate knowledge
concerning the Debtors and is already familiar with the Debtors'
business affairs to the extent necessary for the scope of the
proposed and anticipated services.

As special counsel, Thelen Reid will:

   (a) advise the Debtors and assist the Debtors' bankruptcy and
       reorganization counsel in connection with any financings,
       refinancings, monetizations, restructurings or purchases
       or sales of assets or business entities as they will arise
       from time to time and are assigned by the Debtors to
       Thelen Reid provided that Debtors' bankruptcy and
       reorganization counsel will be responsible, in
       consultation with the creditors, for selecting the assets
       or business entities for sale and determining the timing
       and context of their sale.  Thelen Reid will play no role
       in those decisions except to provide requested
       information;

   (b) advise the Debtors in connection with securities law
       reporting and disclosure solely in connection with current
       and periodic reporting obligations under the Securities
       Exchange Act of 1934 and compliance related to disclosure
       controls and procedures;

   (c) advise the Debtors in connection with labor and
       employment, employee benefits, executive compensation,
       ERISA and tax matters;

   (d) in coordination with the Debtors' bankruptcy and
       reorganization counsel and at the Debtors' request,
       provide non-bankruptcy advice to the Debtors with respect
       to legal matters arising in or relating to the Debtors'
       business, including intellectual property, environmental,
       insurance, project contract, regulatory and real estate
       matters; and

   (e) represent the Debtors in any litigation, arbitration or
       third party insolvency matters in which Thelen Reid has
       appeared as of the Petition Date, and other matters as
       will arise from time to time assigned by the Debtors to
       Thelen Reid, including appearing before state or federal
       courts and agencies with respect to those matters.

Thelen Reid will be the Debtors' principal counsel on employee
benefits and executive compensation.  Nevertheless, Thelen Reid
understands that from time to time the Debtors may wish to
consult with Amy Moore, the principal lawyer with Covington &
Burling, who provided the employee benefits services in the
Covington Retention Application.

Thelen Reid also understands that although Covington will be the
Debtors' principal counsel advising on matters relating to the
federal securities laws, Eulalia Mack, who is now a partner at
Thelen Reid but who was with Covington until November 2005, will
continue through Thelen Reid to supplement Covington's advice to
the Debtors with respect to periodic and other reports filed with
the Securities and Exchange Commission and will provide related
advice on disclosure and disclosure compliance issues.

Mr. Cantor assures the Court that Thelen Reid and Covington &
Burling have extensive experience coordinating their efforts with
each other and that their services do not and will not overlap.

Effective Jan. 1, 2006, the firm's current hourly rates are:

                Designation           Hourly Rate
                -----------           -----------
                Partners              $395 - $695
                Counsel               $320 - $675
                Associates            $205 - $480
                Paraprofessionals      $75 - $250

Richard A. Lapping, Esq., a member of Thelen Reid, assures the
Court that the firm does not represent or hold any interest
adverse to the Debtors or their estates with respect to the
matters on which Thelen Reid is to be employed.

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.  As of Dec. 19, 2005, the Debtors
listed $26,628,755,663 in total assets and $22,535,577,121 in
total liabilities. (Calpine Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Court OKs Open-Ended Time to File Notices of Removal
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time within which Calpine Corp. may file notices of
removal with respect to civil actions pending as of the Petition
Date, until the later to occur of:

   (a) July 18, 2006; or

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

As reported in the Troubled Company Reporter on March 28, 2006,
as of the Petition Date, Calpine Corporation and its debtor-
affiliates were parties to more than 100 civil state and federal
court actions or proceedings.  Matthew A. Cantor, Esq., at
Kirkland & Ellis LLP, in New York, tells the Court that the
Debtors have begun to determine whether removal is appropriate
with respect to the Court Actions.  The analysis requires review
of the facts and procedural posture of each individual Court
Action, and often must involve coordination with separate local
counsel who represent the Debtors.  The analysis also includes an
evaluation of whether the Court Action could be resolved in
connection with a plan of reorganization or settlement.

Mr. Cantor says the Debtors need more time to complete the
analysis.

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

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with     
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane to File 2nd Amended Disclosure Statement
-----------------------------------------------------------------
Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, informs the U.S. Bankruptcy Court for
the Eastern District of Washington that the Diocese of Spokane
intends to file its Second Amended Plan of Reorganization and
accompanying Disclosure Statement on June 1, 2006.

According to Mr. Cross, the Diocese decided not to pursue approval
of its First Amended Disclosure Statement due to its proposed
$45,750,000 settlement offer to 75 sex abuse claimants currently
pending in the Court.

The Diocese anticipates that the First Amended Disclosure
Statement and Plan has to be amended again if the Bankruptcy
Court approves the Settlement, or even portions of it, Mr. Cross
explains.

Under the Settlement, the deadline to file objections to the
confirmation of the Diocese's Plan is September 1, 2006.

Mr. Cross notes that certain insurers have filed notices of
preservation of objections to the First Amended Disclosure
Statement.  In addition, the Diocese has waived the deadline for
filing objections to the First Amended Disclosure Statement for
the Tort Claimants' Committee, the Tort Litigants' Committee, the
Future Claims Representative and the Association of Parishes.

                            Responses

(a) Association

The Association of Parishes asks the Court to compel the Diocese
to either pursue approval of the First Amended Disclosure
Statement and Plan "with all deliberate speed," or file a second
amended disclosure statement and plan quickly.

Ford Elsaesser, Esq., at Elsaesser Jarzabek Anderson Marks
Elliott & McHugh, in Sandpoint, Idaho, asserts that by referencing
terms of an unapproved settlement -- which is not even a
settlement, but an "offer" -- the Diocese and apparently, the Tort
Litigants Committee, are trying to solicit support for an unfiled
Disclosure Statement and Plan.

(b) FCR

"Delaying the filing of an Amended Disclosure Statement and Plan
until consideration of the Settlement Agreement is a futile act if
the ultimate ruling is that the Settlement Agreement cannot be
ruled on or approved unless it is done so within the context of a
plan and the disclosures that would go with a plan," Gayle E.
Bush, in his capacity as Legal Representative for Future
Tort Claimants, tells the Court.

Mr. Bush asks the Court to set a hearing as soon as possible to
consider the issues on whether or not the Settlement:

    (1) can be considered by the Court when it has not been agreed
        to by one party; and

    (2) on its face, can be considered without all parties having
        information that would be required to be provided in an
        amended disclosure statement.

Mr. Bush believes that the Diocese cannot obtain approval of the
Settlement Agreement without substantial financial disclosures
about its prospective ability to fulfill its terms.  In addition,
the Settlement Agreement, as written, discriminates the unsecured
creditors, including future tort claimants.

To the extent the Court is inclined to bring efficiency to the
process, Mr. Bush asks Judge Williams to adopt his suggestions.

(c) Tort Claimants Committee

Joseph E. Shickich, Jr., Esq., at Riddell Williams P.S., in
Seattle, Washington, notes that since the Diocese filed its First
Amended Disclosure Statement and Plan on December 30, 2005, it has
not initiated or engaged in negotiations with the Tort Claimants
Committee about, or taken any steps to advance, the Plan.

"To no avail, the [Tort Committee], the Future Claims
Representative and Association of Parishes have implored the
[Diocese] to exercise leadership as the debtor-in-possession to
bring all the parties together and find a consensual, feasible
solution . . . and not just for the claims of the litigants and
non-litigants represented by certain tort lawyers," Mr. Shickich
asserts.

                   About the Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane's Proposed Objection Protocol Draws Fire
-----------------------------------------------------------------
Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, reports that 185 confidential claims
for sex abuse were timely filed against the Diocese of Spokane
prior to the March 10, 2006 Bar Date.  The 185 claims include the
75 claimants who are parties to the Diocese's $45,750,000
settlement offer.

Of the remaining 110 Confidential Claims, the Diocese intends to
object to numerous claims, Mr. Cross says.  However, as of
March 22, 2006, no protocol exists for the resolution of the
Confidential Claims that are disputed.

For this reason, Mr. Cross informs the U.S. Bankruptcy Court for
the Eastern District of Washington that the Diocese will soon
file a request to:

    (1) seal pleadings and documents relating to Confidential
        Claims;

    (2) approve a protocol for objection, responses and
        proceedings on Confidential Claims; and

    (3) amend the "initial seal order."

The Diocese believes that the first round of dispositive hearings
on claim objections will be in early May 2006.

                             Responses

(a) Association

"There should be thoughtful, serious attempts to resolve and
mediate claims," Ford Elsaesser, Esq., at Elsaesser Jarzabek
Anderson Marks Elliott & McHugh, in Sandpoint, Idaho, informs
Judge Williams.

The Association of Parishes points out that the Diocese is
seeking the "protocol" without consultation with the Future
Claims Representative or the Tort Claimants Committee.

A consultation and "meet and confer" under Chapter 11 practice is
an absolute prerequisite to any claims resolution process, Mr.
Elsaesser asserts.

(b) Tort Committee

The Tort Claimants Committee agrees that there needs to be some
protocol to protect the confidentiality of the victims who filed
Confidential Proofs of Claim as the claims are examined, but
disagrees that there is any need for the Diocese to object to
"numerous claims" now.

Joseph E. Shickich, Jr., Esq., at Riddell Williams P.S., in
Seattle, Washington, says the rush to object to claims appears to
be a cynical move by the Diocese to set aside the claims of many
of the Tort Claimants to have any hope of funding its settlement
offer to the 75 Settling Parties.

Mr. Shickich believes that instead of spending its energies on
seeking to disallow the claims of other victims to whom it has
not made any settlement offer, or even engaged in settlement
discussions with, the Diocese should focus on negotiating a
consensual plan of reorganization.

                   About the Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 55; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CB RICHARD: Moody's Raises Senior Subordinated Debt Rating to Ba2
-----------------------------------------------------------------
Moody's Investors Service raised the senior debt and senior
subordinated debt ratings of CB Richard Ellis Services, Inc., to
Ba1 and Ba2, respectively.  These rating actions result from
CBRE's continued improvement in operating performance, reduction
in leverage, and strengthening global franchise.  The rating
outlook is stable.

According to Moody's, CB Richard Ellis has reduced its cost
structure over the past few years, while continuing to gain market
share in leasing and sales brokerage businesses -- its largest
business line at roughly three-fourths of 2005 revenues. EBITDA
margins improved to 15.8% in 2005, up from 12.7% in 2004. This
margin expansion is the result of successful cost control
initiatives, synergies realized from the Insignia acquisition and
further robustness of the global commercial real estate
transaction market.

Moody's expects CBRE's operating margins to continue to be strong,
given the efficiency of its operating base and flexibility
provided by its commission-driven compensation structure.  Moody's
notes that CBRE's operating performance is highly correlated to
real estate and economic cyclicality, and would expect the firm's
operating margins to compress modestly during economic downturns.  
CB Richard Ellis has substantially improved its credit statistics
profile by paying down debt with free cash flow.  As a result,
leverage as measured by debt as a percent of gross assets has
fallen to 20% at Dec. 31, 2005, down from 28% at Dec. 31, 2004.

"CB Richard Ellis has deepened its leadership in commercial
property sales and brokerage, and has used its strengthening
earnings to reduce its debt.  These multiple successes are the
drivers behind Moody's two notch rating upgrade," says Karen
Nickerson, Vice President/Senior Credit Officer.

The stable rating outlook reflects Moody's expectation that CB
Richard Ellis' leverage will continue to be modest, as the company
continues to pay down debt, while strengthening earnings and
expanding its global market share.  Ratings improvement is
dependent upon the company's ability to further develop its
worldwide franchise with at least equal shares of revenue from the
Americas, EMEA and Asia-Pacific, while growing and stabilizing its
EBITDA margins to at least 18%.  Alternatively, ratings could be
upgraded should at least 40% of its recurring operating cash flow
be contributed by its less volatile business lines, including
investment, property and facilities management. Achieving these
goals may take time.  Sustained deterioration in operating
performance resulting in a drop in margins below 12%, or net
debt/EBITDA above 1X, would likely result in a downgrade. A shift
in capital strategy -- such as material stock repurchases, or a
leveraged buyout or acquisition -- would most likely result in a
downgrade.

These ratings were raised:

   * senior secured bank credit facility to Ba1, from Ba3;

   * senior unsecured debt to Ba1, from Ba3; and

   * senior subordinated debt to Ba2, from B1.

CB Richard Ellis Services, Inc., is the largest global provider of
commercial real estate services.  Services it provides include
property sales/leasing brokerage, property management, corporate
services and facilities management, capital markets advice and
execution, appraisal/valuation services, research and consulting.
CB Richard Ellis is headquartered in Los Angeles, California, USA,
and has approximately 14,500 employees and over 200 offices across
more than 50 countries.


CENTENNIAL COMMS: Equity Deficit Tops $1 Billion at February 28
---------------------------------------------------------------
Centennial Communications Corp. (NASDAQ: CYCL) reported a loss
from continuing operations of $6.1 million for the fiscal third
quarter of 2006 as compared to income from continuing operations
of $4.2 million in the fiscal third quarter of 2005.  The fiscal
third quarter of 2006 included  $18.6 million of costs related to
the Company's strategic alternatives and recapitalization process.   

Consolidated adjusted operating income from continuing operations
for the fiscal third quarter was $84.8 million, as compared to
$90.9 million for the prior-year quarter.

"Our empowered local teams continue to make important decisions in
each of our regional markets, and we're seeing good progress as we
measure the impact of our recent growth initiatives," said Michael
J. Small, Centennial's chief executive officer.  "Our U.S.
wireless business reported its best quarter of subscriber growth
in five years, while our Caribbean wireless franchise continues to
chart a course for data leadership that's backed by the
capabilities of our integrated network."

Centennial reported fiscal third-quarter consolidated revenue
from continuing operations of $232.5 million, which included
$109.9 million from U.S. wireless and $122.6 million from
Caribbean  operations.  Consolidated revenue from continuing
operations grew 5% versus the fiscal third quarter of 2005.  The
Company ended the quarter with 1.39 million total wireless
subscribers, which compares to 1.20 million for the year-ago
quarter and 1.34 million for the previous quarter ended
November 30, 2005.  The Company reported 329,400 total access
lines and equivalents at the end of the fiscal third quarter,
which compares to 294,100 for the year-ago quarter.

"We've taken the right long-term steps to support future cash flow
growth across all of our businesses," said Centennial chief
financial officer Thomas J. Fitzpatrick.  "We'll continue to
closely monitor our profitability and be disciplined about capital
spending as we return to our path of deleveraging."

On February 21, 2006, the Company updated its financial outlook
for the 2006 fiscal year ending May 31, 2006.  For the 2006 fiscal
year, the Company now expects consolidated adjusted operating
income from continuing operations between $350 million and
$360 million, including approximately a $9 million startup loss
related to its recent launch of service in Grand Rapids and
Lansing, Missouri.  Centennial also now anticipates consolidated   
capital expenditures of approximately $150 million for fiscal
2006.

Based in Wall, N.J., Centennial Communications, (NASDAQ: CYCL)
-- http://www.centennialwireless.com/-- is a leading provider
of regional wireless and integrated communications services
in the United States and the Caribbean with approximately
1.3 million wireless subscribers and 326,400 access lines and
equivalents.  The U.S. business owns and operates wireless
networks in the Midwest and Southeast covering parts of six
states.  Centennial's Caribbean business owns and operates
wireless networks in Puerto Rico, the Dominican Republic and the
U.S. Virgin Islands and provides facilities-based integrated
voice, data and Internet solutions.  Welsh, Carson, Anderson &
Stowe and an affiliate of the Blackstone Group are controlling
shareholders of Centennial.

At February 28, 2006, Centennial Communications' balance sheet
showed a $1,072,190,000 stockholders' deficit, compared to a
$518,432,000 deficit at May 31, 2005.


CENTURY FUNDING: Moody's Junks Rating on $30.5 Mil. Class B Notes
-----------------------------------------------------------------
Moody's Investors Service downgraded the rating on this note
issued in 1998 by Century Funding Ltd., a high yield
collateralized bond obligation issuer:

   * $30,500,000 Class B Floating Rate Notes due 2011

     Prior Rating: Caa2, on watch for possible downgrade
     Current Rating: Ca

The rating action reflects the steady deterioration of the Class B
overcollateralization and interest coverage test levels and the
decrease of the collateral pool's weighted average coupon. Moody's
noted that the Class B tranche has been deferring interest
payments and the probability of expected loss has subsequently
increased.


CHEMED CORP: Has Option to Expand Revolver to $225 Million
----------------------------------------------------------
Chemed Corporation (NYSE:CHE) finalized Amendment No. 1 to its
Amended And Restated Credit Agreement.  JPMorgan Chase Bank acted
as both the agent and arranger for this transaction.

On March 31, 2006, Chemed repaid in full its bank term loan of
$84 million, which had an interest rate of LIBOR, plus 2.0%.  This
was accomplished using $41 million of cash with the remainder
funded by drawing on its revolving credit facility.  The Amendment
consisted primarily of lowering the revolving credit facility's
commitment fee, annual fee and establishing lower borrowing
spreads based upon Chemed's Leverage Ratio and most recently
reported four quarters of financial results.  The current interest
rate on the amended revolving credit facility is LIBOR plus 1.25%.
An accordion feature is included in this Amendment that allows
Chemed the opportunity to expand its revolving credit facility
from $175 million to $225 million.

A full-text copy of Amended No. 1 to the Amended And Restated
Credit Agreement is available at no additional charge at
http://ResearchArchives.com/t/s?793

Chemed Corp. -- http://www.chemed.com/-- operates VITAS  
Healthcare Corporation (VITAS), the nation's largest provider of
end-of-life care, and Roto-Rooter, the nation's largest commercial
and residential plumbing and drain cleaning services provider.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Moody's Investors Service assigned Ba2 ratings to Chemed's
$140 million Senior Secured Revolver maturing 2010 and $85 million
Senior Secured Bank Debt maturing 2010.  Moody's rates Chemed's
$150 million issue of 8.75% Senior Notes due 2011 at Ba3.  Moody's
also assigned an SGL-1 liquidity rating to the Company, and said
the ratings outlook is stable.  

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Standard & Poor's Ratings Services raised its ratings on
Chemed.  The corporate credit rating was raised to 'BB-' from
'B+', the senior secured debt rating to 'BB' from 'B+', and the
senior unsecured debt rating to 'B' from 'B-'.  At the same time,
Standard & Poor's assigned a 'BB' rating and a recovery rating of
'1' to Chemed's new $85 million senior secured term loan and a
$140 million revolving credit facility.  Standard & Poor's also
revised its outlook on Chemed to stable from negative.


COLLINS & AIKMAN: Plans to Exit Automotive Fabrics Business
-----------------------------------------------------------
On April 6, 2006, Collins & Aikman Corporation (CKCRQ) will exit
the automotive fabrics business, pending approval by the U.S.
Bankruptcy Court for the Eastern District of Michigan.  

The action will affect three plants in Roxboro, North Carolina, as
well as plants in Farmville, North Carolina and El Paso, Texas
that will continue to operate as the business is transitioned to
other suppliers.  The action will impact approximately 1,200
Collins & Aikman employees.  

During the exit process C&A will continue to evaluate the
potential sale of certain portions of the fabrics business to
interested parties while working to ensure seamless transition for
its customers.

"Despite the tremendous efforts of those within our fabrics
operations to reduce costs and improve productivity, this segment
of our business has simply been unable to compete," said Gerald
Jones, Executive Vice President of Collins & Aikman's Fabrics
business.  "Certain styles of textiles heavily invested by the
Company have fallen out of favor with consumers, raw material
prices have escalated and manufacturing has moved outside the
United States.  In the coming months, we will work diligently to
ensure our employees impacted by this event are treated fairly,
and to fully support our customers as they transition to other
suppliers."

"A key component of our reorganization strategy is to ensure our
asset portfolio consists of high-potential businesses in our core
competencies that can consistently deliver acceptable returns,"
Frank Macher, President and CEO of Collins & Aikman, also stated.  
"Exiting the unprofitable automotive fabrics business is a
difficult decision, but in spite of our efforts, it is a necessary
action for the sake of the enterprise."

Certain aspects of exiting the fabrics business require court
approval and the company intends to seek such authority when
appropriate.

                     About Collins & Aikman

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


COREL CORP: S&P Puts B Rating on Proposed $165 Million Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit and senior secured debt ratings to Ottawa, Ont.-
based packaged software company, Corel Corp.

At the same time, Standard & Poor's assigned its 'B' bank loan
rating, with a recovery rating of '3', to the company's proposed
US$165 million first-lien senior secured bank facility, which will
consist of:

   * a US$75 million revolving credit facility (due 2011); and
   * a US$90 million term loan (due 2012).

The '3' recovery rating reflects expectations for a meaningful
(50%-80%) recovery of principal in the event of default or
bankruptcy.  The outlook is positive.
     
Concurrently with the closing of the bank facility, Corel plans to
complete an IPO and the acquisition of 100% of WinZip Computing
Ltd., a U.S.-based packaged software company, from Corel's parent
company, Vector Capital (private equity firm).  The acquisition
will be financed with the issuance of Corel shares immediately
before the IPO and the assumption of WinZip indebtedness.  
Proceeds from the new credit facility and Corel's IPO will be used
to repay existing debt of about US$140 million, including the
assumed WinZip debt.  Pro forma for the WinZip acquisition, Corel
will have 2005 revenues of approximately US$167 million and
operating lease-adjusted total debt of about US$97 million.
     
"The ratings on Corel reflect its weak market position within the
highly competitive packaged software industry, a limited track
record of profitability, and short life span for all products,"
said Standard & Poor's credit analyst Joe Morin.

These factors are only partially offset by:

   * Corel's brand recognition as a viable alternative to globally
     dominant packaged software providers (Microsoft Corp., Adobe
     Systems Inc.);

   * a large and diverse installed base; and

   * relationships with large original equipment manufacturers
     such as Dell Inc.

The company will have conservative leverage on completion of the
IPO, but will likely continue to be acquisitive.  In this regard,
Standard & Poor's notes the potential conflict of interest given
continuing majority ownership by Vector and Vector's use of Corel
as a feeder for divested software companies.
     
The positive outlook reflects the reduction in leverage from the
pending IPO and the expectation that Corel will be able to improve
its core operating performance from 2005 levels.  The positive
outlook also reflects expectations for the successful integration
of WinZip.  The ratings on Corel could be raised in the medium
term if Corel is able to show consistent organic growth in its
product offerings.  The outlook could be revised to stable if the
company fails to meet expectations due to loss of market share.


COVAD COMMS: Earthlink Buys $10MM of Stock & $40MM of Conv. Bonds
-----------------------------------------------------------------
Covad Communications Group, Inc., and its wholly owned subsidiary,
Covad Communications Company, closed on the sale of these
securities to Earthlink Inc., on March 29, 2006:

   (1) 6,134,969 shares of Group's common stock, par value $0.001,
       for an aggregate purchase price of $10,000,000, for a
       $1.63 price per share.  The price per share equals 105% of
       the arithmetic average of the daily volume weighted average
       trading price quoted on the American Stock Exchange for the
       Company's Common Stock for each of the ten trading days
       immediately preceding March 15, 2006; and

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

The Covad Communications Entities inked the Purchase Agreement
with EarthLink on March 16, 2006.

                       Terms of the Notes

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

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

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

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

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

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

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

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

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

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

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


DANA CORP: Asbestos Claimants Move for Appointment of Committee
---------------------------------------------------------------
An ad hoc committee of asbestos personal injury claimants asks
the U.S. Bankruptcy Court for the Southern District of New York  
to direct Deirdre A. Martini, the United States Trustee for Region
2, to appoint an Official Committee of Asbestos Personal Injury
Claimants.

The Ad Hoc Committee consists of:

   (1) James J. Demahy, individually and as the independent
       executrix of the Estate of Lydia Demahy, deceased,
       represented by Bryan O. Blevins, Jr., Esq., at Provost
       Umphrey Law Firm L.L.P., in Beaumont, Texas;

   (2) Estelle Moore, personal representative of the Estate of
       Royce Wilfred Moore, represented by Alan Rich, Esq., at
       Baron & Budd, P.C., in Dallas, Texas;

   (3) John Hellen, personal representative of the Estate of
       Harwood Hellen, deceased, represented by Brent Coon, Esq.,  
       and Lou Thompson Black, Esq., at Brent Coon & Associates,
       in Beaumont and Houston, Texas and Cleveland, Ohio;

   (4) Audrey Udovic, executrix of the Estate of William Udovic,
       deceased, represented by Thomas W. Bevan, Esq., at Bevan &
       Associates, LPA, Inc., in Northridge, Ohio;

   (5) George Winter, represented by Al Brayton, Esq., at Brayton  
       Purcell, in Novato and Los Angeles, California, Portland,
       Oregon, and Salt Lake City, Utah; and

   (6) Charles Kloock, represented by Thomas M. Wilson, Esq., at
       Kelley & Ferraro, LLP, in Cleveland, Ohio.

In its Form 10-Q report filed with the Securities and Exchange
Commission for the quarterly period ending Sept. 30, 2005, Dana
Corporation disclosed that it is facing 88,000 pending asbestos
claims and that $112,000,000 was accrued for indemnity and defense
costs for pending asbestos-related product liability
claims.  Dana estimated its potential liability for the next 15
years for the asbestos clams to be within a range of $70,000,000
to $120,000,000.  Dana conceded that it has significant asbestos
liability exposure.

The amount of the asbestos liability exposure is almost certainly
underestimated by the Debtors, Douglas T. Tabachnik, Esq., at Law
Offices of Douglas T. Tabachnik, in Manalapan, New Jersey,
relates.  

According to Mr. Tabachnik, asbestos liability has traditionally
been underestimated by virtually all companies that publicly
report that liability.  He cites Federal Mogul and Owens Corning,
whose asbestos personal injury claims in their bankruptcy cases
have been at least five to seven times as large as estimated by
those debtors in their last SEC filing prior to filing for
bankruptcy.

An asbestos claimant -- Julio Gonzalez, Jr., special
administrator of the Estate of Julio Gonzalez, deceased -- has
been appointed to the Creditors Committee.

However, Dana Corporation and its debtor-affiliates' Chapter 11
cases are large, complex, jointly consolidated cases, Mr.
Tabachnik notes.  He asserts that a single asbestos personal
injury claimant on a single official committee dominated by
creditors holding unsecured commercial or trade claims against the
Debtors simply cannot adequately represent the interests of the
thousands of individuals with asbestos personal injury claims
against the Debtors arising from a variety of asbestos-related
diseases.

On the other hand, members of the Ad Hoc Committee are
individuals from throughout the country who have asbestos
personal injury claims against the Debtors based on diagnoses of
asbestos-related diseases, including mesothelioma, lung cancer,
colon cancer and pulmonary asbestosis.

The member of the Ad Hoc Committee either have lawsuits pending
against the Debtors or have settled their claims against the
Debtors prior to the Petition Date.  The Debtors have not paid
the settlement amount to any of the members of the Ad Hoc
Committee with whom claims were settled.

By letter dated March 9, 2006, counsel for asbestos claimant
James J. Demahy requested the U.S. Trustee to appoint an Official
Committee of Asbestos Personal Injury Claimants in the Debtors'
cases.  The U.S. Trustee has not acted on the request.

Mr. Tabachnik asserts that holders of asbestos personal injury
claims will undoubtedly be treated differently from holders of
other unsecured claims, warranting adequate representation by a
separate committee.  He notes of these plan scenarios:

   (1) the Debtors may seek to enjoin asbestos personal injury
       claims and channel them to a trust pursuant to Section
       524(g) of the Bankruptcy Code.  In these instances, a
       separate asbestos committee is always appointed;

   (2) The Debtors may plan to allow personal injury asbestos
       claims to "pass through" the bankruptcy process with the
       Debtors retaining liability for those claims which would
       be litigated after the conclusion of the bankruptcy case;
       and

   (3) The Debtors could agree to have the stay lifted so that
       pending, unsettled personal injury claims could be
       liquidated and paid pursuant to a plan of reorganization.

The composition of the Creditors Committee, Mr. Tabachnik notes,
endangers the ability for asbestos personal injury claimants to
have a say in any decision-making and may effectively
disenfranchise those claimants.  He asserts that a separate
committee that will owe fiduciary duties only to asbestos
personal injury claimants should be appointed.

Additionally, while a price tag should not be placed on adequate
representation, any costs to the Debtors occasioned by
appointment of an Asbestos Claimants Committee will ultimately be
outweighed by a greater benefit to the Debtors and their estates,
Mr. Tabachnik avers.  An Asbestos Claimants Committee is uniquely
well suited to the performance of important tasks in the Debtors'
cases and its existence will improve the likelihood of a
successful reorganization.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORP: KeyBank Wants to Preserve Recoupment Rights
------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 10, 2006, the
Honorable Judge Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York, permitted Dana Corporation and
its debtor-affiliates to:

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

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

                 KeyBank Wants Ruling Postponed

Jocelyn Keynes, Esq., at Stevens & Lee, P.C., in New York, tells
the Court that Dana Corporation maintains 10 demand deposit
accounts with KeyBank National Association as part of its cash
management system.  

One of the accounts is a "zero balance" account.  Before the
Petition Date, KeyBank would honor the Debtors' checks drawn on
certain of these accounts, as well as act as an originating
financing institution for automated clearing house transactions
for the benefit of Dana and certain of its subsidiaries with
respect to payroll and child support payments, among others.  
KeyBank would then recoup amounts paid out in this manner from
sums deposited by the Debtors into KeyBank for this purpose.  
This practice has continued postpetition.

KeyBank also charges fees for its depository account services.
These fees are payable annually.

However, none has been paid postpetition, Ms. Keynes says.

Ms. Keynes relates that KeyBank would like to continue providing
banking services to Dana during its Chapter 11 case.  However,
the bank needs to be assured (i) that adequate provisions will be
made for it to continue to recoup any amount paid out from its
accounts on Dana's behalf, notwithstanding any first priority
liens and superpriorities granted to any DIP lender; and (ii)
that KeyBank's postpetition fees will be paid.

KeyBank wants an opportunity to negotiate with the Debtors to
obtain the appropriate assurance in the form of agreements with
all affected parties or language modifications to permanent Court
orders.

Accordingly, KeyBank asks Judge Lifland to defer final approval
of the Debtors' request until the bank has obtained appropriate
protections for it to:

   (i) recoup any funds paid out of accounts on Dana's behalf,
       notwithstanding any first priority liens and
       superpriorities given to any DIP lender; and

  (ii) be paid its postpetition fees for the banking services
       it provides.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORP: Panel Argues Information-Sharing Protocol is Overbroad
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on April 6, 2006,
at Dana Corporation and its debtor-affiliates' behest, the U.S.
Bankruptcy Court for the Southern District of New York confirmed
that the Official Committee of Unsecured Creditors -- or any other
official committee that may be appointed in their Chapter 11 cases
-- is not authorized or required to provide access to their
confidential and other non-public proprietary information, or to
privileged information, to its constituents who are not committee
members, nunc pro tunc to March 10, 2006.

The Court clarified that "Confidential Information" will mean any
nonpublic information of the Debtors, which are furnished,
disclosed or made known to an Official Committee, whether
intentionally or unintentionally and in any manner.

In addition, "Privileged Information" will mean any information
subject to the attorney-client privilege or similar state, federal
or other jurisdictional law privilege, whether the privilege is
solely controlled by an Official Committee or is a joint privilege
with the debtor or some other party.

                   Creditors Committee Responds

The Official Committee of Unsecured Creditors agrees that under
Section 1102(b)(3)(A) of the Bankruptcy Code, it is required to
"provide access to information" for creditors it represents.

However, the Creditors Committee contends, the statute provides no
guidance on the extent to which a committee is obligated to
provide confidential, proprietary or material non-public
information to its constituency.

The Creditors Committee and the Debtors agree that requiring the
Committee to share privileged, confidential or proprietary
information the entire universe of unsecured creditors with its
broader constituency could be detrimental to the Debtors'
businesses and the Committee's ability to maximize the value of
the estates.

However, the Creditors Committee believes that the Debtors'
request is overbroad and wholly inappropriate insofar as it seeks
to limit Committee deliberations and hinder the ability of the
Committee to perform its statutory duties.

The Committee asks the Court to enter a more limited order
clarifying the requirements of Section 1102(b)(3)(A) until the
time as an information sharing protocol can be established.

                         More Objections

A) U.S. Trustee

Deirdre A. Martini, the United States Trustee for Region 2,
relates that Section 1102(b)(3)(A), by its plain terms, was
enacted as an information sharing device and not as an
information restricting device.  It does not provide any
authority to block information to Committee members themselves.

Accordingly, the U.S. Trustee asks the Court to deny the Debtors'
request.

Ms. Martini asserts that the Debtors' proposal would hinder the
Creditors Committee's ability to perform its statutory duties.

The U.S. Trustee appreciates that the Debtors are litigating, or
potentially litigating, with members of the Creditors' Committee.  
However, this occurrence is not unique to Chapter 11 cases.  

Ms. Martini suggests that the Debtors and the Creditors Committee
work out an appropriate protocol as is typically done in large
cases.  Absent an agreement, the Debtors can return to Court for
the appropriate protective order.

The U.S. Trustee concedes that the Debtors' concerns are more
properly raised by the Creditors Committee.

The U.S. Trustee would not object to an order protecting non-
public, material information from dissemination to the general
body of unsecured creditors not serving on the Creditors
Committee.

B) PBGC

The Pension Benefit Guaranty Corporation administers the United
States' pension termination insurance program under Title IV of
the Employee Retirement Income Security Act of 1974.

Israel Goldowitz, Esq., deputy chief counsel of the PBGC, tells
the Court that the disclosure of the Debtors' Confidential
Information to the PBGC would pose no risk to Debtors.

The PBGC already has a confidentiality agreement in place
protecting confidential information relating to the Debtors.
Thus, disclosing Confidential Information to the PBGC does not
pose the kind of risk that concerns the Debtors.

In addition, the PBGC is not a competitor of the Debtors.  On the
contrary, it is in the PBGC's best interests for the Debtors to
successfully reorganize, thereby enabling them to continue their
pension plans, Mr. Goldowitz relates.

The Debtors' other main concern, that disclosure might trigger
Regulation FD, is also not implicated by the provision of
Confidential Information to the PBGC.

As noted by the Debtors, Regulation FD does not apply if
nonpublic information is disclosed to an entity that "agrees to
maintain the disclosed information in confidence," as the PBGC
already has.  According to Mr. Goldowitz, the PBGC is not asking
for and would not expect to receive Confidential Information
pertaining to its particular interests or claims, or information
appropriately subject to any applicable privilege.

C) USM

U.S. Manufacturing Corporation asserts a prepetition claim
against the Debtors.  USM was considered for a seat on the
Creditors Committee but was not ultimately chosen to be on the
Committee.

Marc L. Newman, Esq., at Miller Shea, P.C., in Rochester,
Michigan, tells the Court that USM is not a competitor of the
Debtors, nor does it hold bonds or intend to trade bonds of the
Debtors.  USM does not expect to be provided with information
relating to its own business dealings or disputes with the
Debtors.  Hence, according to Mr. Newman, none of the Debtors'
concerns would support the restriction of information to USM.

The Debtors have indicated that they intend to ask the Creditors
Committee to sign confidentiality agreements.  Accordingly, USM
suggests that other creditors who desire to obtain information
provided to the Creditors Committee, sign a similar
confidentiality agreement as a condition to obtaining information
from the Committee.

In the Debtors' bankruptcy cases, there were many more creditors
who desired to be on the Committee than were chosen, Mr. Newman
relates.  

Given the new statute, it appears inappropriate to allow those
creditors who were chosen to be on the Committee to have a
significantly better information base with which to make
decisions, Mr. Newman avers.  To the extent that creditors who
are on the Committee are competitors of other creditors who are
not, a blanket order barring the Committee from providing other
information to other creditors puts creditors who are not
Committee members potentially at a significant competitive
disadvantage, the exact same evil that the Debtors are trying to
prevent as to them.

The Debtors, and perhaps the Creditors Committee, may take the
position that providing information to creditors who are not
Committee members is burdensome.  However, that is not likely,
Mr. Newman maintains.

According to Mr. Newman, many creditors, particularly those who
do not have large claims, will not want to spend the resources
necessary to process a confidentiality agreement, monitor their
behavior with respect to that agreement, or review and analyze
the reams of information, which could be provided to them.  

In addition, USM complains that the Debtors' definition of
"Confidential Information" could be read to mean absolutely every
piece of information, which is not specifically publicly
disclosed.  It would bar the Committee from providing any useful
information, which had not already been published publicly by the
Debtors.

USM asserts that the Debtors' request is significantly too
restrictive unless the procedure for requesting access set forth
above is adopted.  Accordingly, USM asks the Court to deny the
Debtors' request unless creditors are allowed to request access
to information disclosed by the Debtors to the Committee on the
condition that an appropriate confidentiality agreement is
signed.

The Timken Corporation, another Dana creditor, requests that, to
the extent the Objections are sustained, it be granted similar
access to the Confidential Information provided to USM and PBGC
and any other creditors.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for   
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DARLING ITERNATIONAL: Earns $7.7 Million in Fiscal Year 2005
------------------------------------------------------------
Darling International Inc. (Amex: DAR) reported net income of $7.7
million for the fiscal year ended Dec. 31, 2005, compared to $13.9
million of net income for the fiscal year ended Jan. 1, 2005.

For the fourth fiscal quarter 2005, the Company's net sales were
$76.9 million compared to $71.4 million for the same period in
2004.  Increases in finished product prices and raw material
supplies accounted for the majority of the $5.5 million increase.

In spite of significantly higher energy prices for natural gas and
diesel fuel, net income for the fourth fiscal quarter 2005
increased to $2.1 million compared to net income of $900,000 for
the 2004 comparable period.

For Fiscal 2005, the Company's net sales decreased $11.3 million
to $308.9 million compared to $320.2 million for Fiscal 2004.  
Decreases in finished product prices and raw material supplies
accounted for the majority of the net sales decline.

For the fiscal year ended Dec. 31, 2005, the Company reported net
income of $7.7 million compared to net income of $13.9 million for
the same period in 2004.  The $6.2 million decrease in net income
for fiscal 2005 resulted primarily from:

     i) higher energy prices,

    ii) lower availability of beef raw material supplies as a
        result of the continued closure of export markets to U.S.
        beef, and

   iii) lower commodity prices for finished goods.

The Company also realized a before tax gain of $2.8 million in
Fiscal 2004, resulting from a settlement with past insurers.

Darling International Inc. Chairman and Chief Executive Officer
Randall Stuewe said, "Historically high natural gas and diesel
fuel prices, continued restrictions on the export of our finished
products, reduced raw material volumes and lower finished product
prices made for a challenging fiscal 2005."

                 National By-Products Acquisition

As previously announced on Feb. 3, 2006, Darling has been granted
early termination of the Hart-Scott-Rodino waiting period by the
Federal Trade Commission in connection with the Company's proposed
acquisition of certain assets of National By-Products, LLC.  
Darling continues to anticipate that the transaction, which is
subject to additional customary closing conditions including
financing and approval by Darling shareholders and NBP unit
holders, will be completed in the first half of 2006.

                         Material Weakness

As a result of its evaluation of the Company's internal control
over financial reporting, management identified a material
weakness related to the Company's accounting for state income
taxes in Fiscal 2005.  In late 2004, the Company hired an outside
consultant to examine its potential qualification for certain
state tax credits.  The outside consultant conducted an extensive
review of state law and determined that the Company was entitled
to substantial state tax credits relating to certain state
activities in 2000 through 2004.  Prior to recording these credits
in the fourth quarter of 2005, the Company asked its outside tax
advisor (which is a firm other than its independent registered
public accounting firm, but is one of the "Big Four" accounting
firms), to review the work conducted by, and the conclusions of,
the outside consultant.  The tax advisor agreed with the
conclusions reached by the outside consultant.  Consequently, the
Company recorded the identified tax credits in its preliminary
2005 consolidated financial statements as an offset to its 2005
income tax expense.  Subsequently, in reviewing the Company's
internal control over financial reporting, management concluded
that the Company should have required additional substantiating
documentation to ensure that it was probable that the benefits
related to the recorded state tax credits would be sustained.  
Consequently, management determined that there was a material
weakness in the Company's internal control over financial
reporting related to accounting for state income taxes.  As a
result of this deficiency, there was a material error in state
income tax expense in the Company's preliminary 2005 consolidated
financial statements, and a more than remote likelihood that a
material misstatement of the consolidated financial statements
would not have been prevented or detected.  The error in state
income tax expense in the Company's preliminary 2005 consolidated
financial statements was approximately $565,000.

In order to remediate the deficiency relating to accounting for
state income taxes identified above, the Company intends to add as
an internal control over financial reporting a procedure to ensure
that additional substantiating documentation relating to proposed
state tax credits is obtained to ensure that it is probable that
benefits related to a recorded credit will be sustained.

Headquartered in Irving, Texas, Darling International Inc. --
http://www.darlingii.com/-- is the largest publicly traded, food  
processing by-products recycling company in the United States.  
The Company recycles used restaurant cooking oil and by-products
from the beef, pork and poultry processing industries into useable
products such as tallow, feed-grade fats and meat and bone meal.  
These products are primarily sold to animal feed and oleo-chemical
manufacturers around the world.  In addition, the Company provides
grease trap collection services and sells equipment to
restaurants.

Moody's Investors Service assigned a B2 rating to Darling
International's Subordinated Debt and a Ba3 rating to its bank
facilities in Aug. 1995.


DELPHI CORP: Appaloosa Voices Concerns Over Chapter 11 Progress
---------------------------------------------------------------
Appaloosa Management L.P., Delphi Corporation's largest
shareholders, owning beneficially 9.3% of Delphi's issued and
outstanding shares, expressed concerns over the Company's
commencement and prosecution of its Chapter 11 cases.  

Appaloosa charges that Delphi's management and board of directors
engaged in, and are continuing to pursue, courses of action that
are in breach of their fiduciary duties of care, loyalty and
candor, and that have resulted in, and are continuing to inflict,
material harm to Delphi and all of its bona fide stakeholders.

"There is no indication that any material adverse event occurred
between Aug. 2, 2005 (when a dividend was paid) and Oct. 8, 2005
(when the chapter 11 petitions were filed) that would justify the
onset of bankruptcy," Appaloosa says.  "In addition to having
improperly determined to seek chapter 11 relief, [Delphi]'s
management and board of directors have repeatedly [made] public
statements in the chapter 11 case that are inconsistent with their
duty to maximize value and prevented . . . stockholders from being
properly represented."

According to Appaloosa, the Debtors' bankruptcy filing destroyed
hundreds of millions of dollars of value (as reflected by the
freefall of Delphi's market capital during the period immediately
preceding the filing) and caused Delphi to incur millions of
dollars of unnecessary chapter 11-related fees and expenses.  

In addition to having improperly determined to seek chapter 11
protection, Appaloosa claims that management and the board have
repeatedly authorized Delphi to take actions and make public
statements in the chapter 11 case that are inconsistent with their
duty to maximize value at Delphi and prevented Delphi's
shareholders from being properly represented. For example:

     * Delphi has repeatedly, materially overstated the amount of
       its labor-related obligations by failing to take into
       account the fact that many of the benefits are unvested
       (i.e., they can be terminated without incurring liability)
       and any legal duty to provide them expires with the
       applicable underlying CBA in late 2007.

     * Delphi has improperly characterized itself as "grossly
       insolvent" in reliance on a superficial balance sheet
       analysis, and without performing an appropriate enterprise
       valuation based on a properly-vetted business plan
       presented after the formulation and assessment of
       alternative reorganization strategies.

     * Delphi has included in the Key Employee Compensation
       Program a reservation of 10% of Delphi's stock for
       management, putting management in direct conflict with
       Delphi's shareholders (the KECP gives management the
       incentive to convert debt into equity of the reorganized
       Delphi, diluting current shareholders' ownership stake).

     * Delphi has cancelled its annual shareholders meeting for
       2005 in violation of the express requirements of applicable
       Delaware law, thereby preventing shareholders from
       exercising their governance rights.

     * At the same time, Delphi has thwarted the shareholders'
       efforts to obtain a vehicle to be heard in the chapter 11
       case by opposing the appointment of an official
       equityholders committee.

Full-text copies of Appaloosa's March 15 letter to Delphi's board
members and a letter dated March 16 from counsel to Appaloosa to
Delphi's lawyers appeared in the Troubled Company Reporter on
March 17, 2006.  

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


DELPHI CORP: Court Allows Formation of Equity Committee
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
directs the United States Trustee to promptly appoint an official
committee of equity security holders in Delphi Corporation and its
debtor-affiliates' Chapter 11 cases.

the Honorable Robert D. Drain rules that the Equity Committee will
not retain, and may not file applications seeking the retention
of, any professionals other than a law firm to represent it.

As reported in the Troubled Company Reporter on Jan. 2, 2006,
Appaloosa Management L.P., one of Delphi Corporation's largest
shareholders, owning beneficially 9.3% of Delphi's issued and
outstanding shares, asked the Bankruptcy Court to direct the U.S.
Trustee to appoint an official committee of equity security
holders.

An official Equity Committee, Appaloosa asserted, will provide the
most efficient means throughout the restructuring process to
ensure that public shareholders, who share a commonality of
interest, are adequately represented.

The Equity Committee, once appointed, needs to be informed in
respect of agreements that the Debtors may reach with their
unions or General Motors Corporation.  Judge Drain clarifies,
however, that the Equity Committee should not inject itself into
negotiations between or among the Debtors, the unions, and GM.

The Court will entertain a motion to disband the Equity Committee
if circumstances or conduct deems it appropriate.

In the event that Appaloosa applies to be appointed to the Equity
Committee, the U.S. Trustee is directed to investigate issues
pertaining to Appaloosa's ability to serve as a fiduciary for
equity security holders and all facts relating to the apparent
release of confidential information.

             U.S. Trustee Solicits Committee Members

Deirdre A. Martini, United States Trustee for Region 2, solicited
applications from the Debtors' security holders for membership in
the Equity Committee.  Ms. Martini sent letters and acceptance
forms to all known equity security holders of the Debtors.

Equityholders interested in serving in the Equity Committee are
required to disclose, among others, the amount of shares of
Delphi stock they own and the dates they acquire those shares.

The letter advises that equityholders wishing to serve as
fiduciaries on any statutory committee may not trade while they
are committee members, except pursuant to a subsequent order of
the Bankruptcy Court authorizing trading by committee members.  
By returning the acceptance form, the equityholder agrees to this
prohibition.

The U.S. Trustee also enclosed a copy of Sections 1103(a), (c)
and (d) of the Bankruptcy Code, which set forth duties of an
official committee.

In the letter, the U.S. Trustee stated that interested parties
should submit their application forms by 12:00 noon on April 24,
2006.

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


DELPHI CORP: Rejects GM Contracts Pursuant to Recovery Plan
-----------------------------------------------------------
Delphi Corporation and its debtor-affiliates are restructuring
their unprofitable supply relationships with General Motors
Corporation.  John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in Chicago, Illinois, tells the U.S.
Bankruptcy Court for the Southern District of New York that the
Debtors need GM to cover a greater portion of the costs.

The Debtors studied the deteriorating financial health of their
U.S. operations and identified 21 operational sites that generate
significant, and increasing, operating losses.  These sites, which
primarily produce parts for GM vehicles, are projected to generate
$2.1 billion in operating losses in 2006:

                                              Est. Operating Loss
Plant Site            Division                   (in millions)
----------            --------               -------------------
Saginaw               Steering                        ($296)
Saginaw               Energy & Chassis                  (96)
Lockport              Thermal & Interior               (195)
Kokomo                Electronics & Safety              (26)
Rochester             Energy & Chassis                  (88)
Milwaukee             Energy & Chassis                  (34)
Flint East            Automotive Holdings              (254)
Athens                Automotive Holdings              (251)
Milwaukee             Electronics & Safety              (25)
Needmore              Automotive Holdings              (200)
Kettering             Automotive Holdings              (122)
Columbus              Thermal & Interior                (56)
Moraine               Automotive Holdings              (118)
Control Heads         Thermal & Interior                (11)
Home Avenue           Automotive Holdings               (71)
Flint Clusters        Automotive Holdings               (88)
Grand Rapids          Energy & Chassis                  (24)
Direct Ship Thermal   Thermal & Interior                (14)
Adrian                Thermal & Interior                (32)
Anderson Ignition     Automotive Holdings               (69)
Wichita Falls         Energy & Chassis                  (25)

The Debtors seek the Court's authority to reject executory supply
contracts with GM that relate to the GM Loss Plants.  The Debtors
have identified 5,472 of the GM Loss Contracts and are continuing
to identify additional contracts.

Delphi's chairman and CEO Steve Miller said that the initial GM
contract rejection request covers less than 10% of GM's contracts
and about half of the North American annual purchase volume
revenue from GM.  The Debtors reserve the right to file additional
contract rejection requests if appropriate under the
circumstances.

Mr. Butler asserts that performing under the current terms of the
GM Loss Contracts is effectively draining the assets of the
Debtors' estates.  However, the Debtors intend no disruption in
their supply to GM of parts essential to GM's manufacturing
operations.  Instead, the Debtors will negotiate in good faith a
resolution that assures GM of continuous supply while fairly
preserving the value of the estates for all parties-in-interest.

                        Legacy Liabilities

The Debtors' U.S. operations have continued to generate large
operating losses since the Petition Date.  Mr. Butler relates
that the mounting losses are attributable to three principal
factors:

   (1) GM-inherited labor agreements have caused an enormous
       increase in Delphi's labor and benefit costs since 1999,
       including the legacy retirement liabilities arising under
       those agreements, and have limited Delphi's ability to
       respond to economic changes in the U.S. automobile
       industry by selling or closing unprofitable or non-core
       facilities;

   (2) the increasingly competitive environment facing U.S.
       automakers over the last five years has substantially
       reduced GM's market share and profitability, resulting in
       dramatically reduced revenue and greater pricing pressure
       for Delphi; and

   (3) rapidly rising commodity prices have significantly
       increased Delphi's manufacturing costs, because Delphi has
       been unable to pass along those increased costs to its
       customers.

To stem these losses and achieve a successful reorganization,
Delphi has adopted a restructuring plan with five key elements.  
One key element is to conclude negotiations with GM to finalize
GM's financial support for the legacy costs Delphi currently
carries and to ascertain GM's business commitment to Delphi going
forward.

Efforts to achieve a consensual solution or receive sufficient
interim financial support to mitigate the escalating losses under
GM customer contracts have so far been unsuccessful, Mr. Butler
says.

Mr. Butler notes that the Debtors' rejection should come as no
surprise to GM.  On the Petition Date, GM issued a press release
disclosing the possibility that Delphi "may reject or threaten to
reject individual contracts with GM . . . in an attempt to
increase the price GM pays for certain components or parts."

                           Delphi Letter
                     
Delphi delivered a letter to GM initiating a process to reset the
terms and conditions for over 400 commercial agreements that
expired between October 1, 2005, and March 31, 2006.  Delphi said
that the renewal of expired and expiring commercial contracts on
acceptable terms and conditions to Delphi does not require Court
approval.

Delphi assured GM that it would not unilaterally revise the terms
and conditions on which the company was providing interim supply
of parts to GM in connection with the expired contracts or file
additional contract rejection motions before May 12 so long as GM
did not initiate re-sourcing or other hostile commercial
initiatives against Delphi.
                     
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. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Union Chairman Gets Final Authority to Call a Strike
---------------------------------------------------------------
The Delta pilot union's governing body, the Delta Master Executive
Council of the Air Line Pilots Association, Int'l authorized the
chairman of the Delta pilots' union on Wednesday to call a strike
in accordance with the recent overwhelming vote of the Delta
pilots.  

As reported in the Troubled Company Reporter on April 5, 2006, the
Delta pilots represented by ALPA, voted to authorize the union to
strike if their contract is rejected.  Over 96% of the pilots
participated with 95% of those voting in favor.

The resolution authorizes Delta MEC Chairman, Captain Lee Moak "to
order and implement a strike at anytime after April 17, 2006 and
in a manner determined at his sole discretion."  Captain Moak said
"The Delta pilots will strike if their contract is rejected."

Despite the membership strike vote, Delta executives have
acknowledged, under oath in the recent hearings, that they have no
plan to deal with a pilot strike.  However, Delta executives do
have a choice: Delta senior executives could withdraw their 1113
motion to reject the pilots' contract, begin meaningful
negotiations, and immediately begin to restore stability to the
airline.  Instead, the Union said that Delta continues to attack
the pilots with overreaching demands, while having no plan to deal
with the fallout from this course of action.

The Delta pilots have voluntarily given back approximately 50% of
the value of their contract, including a 32.5% pay cut.  Delta has
yet to acknowledge the full value of those concessions, however
the airline is demanding another 50% of the value of the remaining
contract, including an additional 18% pay cut and termination of
the pilots' pension plan.

The decision to reject the contract currently rests with a third-
party neutral panel in accordance with the terms of Letter of
Agreement 50, and their decision to either deny or grant the
Company's motion is expected by April 15.

About ALPA

Founded in 1931, the Air Line Pilots Association represents 62,000
pilots at 39 airlines in the U.S. and Canada.  ALPA represents
approximately 6,000 active Delta Air Lines pilots and 500
furloughed Delta pilots. Visit the ALPA website at
http://www.alpa.organd the Delta pilots' website at   
http://www.deltapilots.org/.  

                         About Delta Air

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


DOLLAR GENERAL: Earns $145.3 Million in Year Ended February 3
-------------------------------------------------------------
Dollar General Corporation (NYSE: DG) released its financial
statements for the fourth quarter and fiscal year ended
Feb. 3, 2006.

Net sales in fiscal 2005 were $8.58 billion, an increase of 12.0%
over fiscal 2004.  The net sales increase for the year was due to
the opening of additional net new stores, a 2.0% increase in same-
store sales, and the impact of the additional week.

Net income for fiscal 2005 increased to $350.2 million from
$344.2 million in fiscal 2004.

During 2005, the Company incurred significant losses caused by
Hurricane Katrina, which occurred in late August.  These losses
included damaged inventory, store fixtures and leasehold
improvements, as well as business interruption resulting from
store closings.

The Company's current claim for losses from the hurricane is
approximately $23 million (net of a $2 million deductible).  
Proceeds of $8 million relating to this claim were received and
recorded by the Company in fiscal 2005, including $6 million
recorded in the third quarter and $2 million recorded in the
fourth quarter.

Until recently, the Company anticipated that it would be able to
substantially close out the remainder of this claim in fourth
quarter 2005.

However, the Company was not able to complete a settlement with
the insurance carrier in the fourth quarter and currently
anticipates recording additional proceeds in the first half of
2006.

Gross profit for fiscal 2005 was $2.46 billion, or 28.7% of net
sales, compared with $2.26 billion, or 29.5% of net sales, in
2004.

The decline in gross profit as a percent of sales was due to:

   -- lower sales in the Company's seasonal, home products and
      basic clothing categories;

   -- increased markdowns primarily as a result of the Company's
      initiative to reduce older inventory levels;

   -- higher transportation expenses primarily resulting from
      higher fuel costs;

   -- an increase in the Company's inventory shrink rate; and

   -- an unfavorable impact resulting from the change in the
      number of departments the Company uses to account for
      inventories under the retail inventory method.

The net impact for the year of the RIM change was greater than
expected.  These factors were partially offset by higher average
mark-ups on beginning inventory in the 2005 period.

                          Fourth Quarter

Net income for the 2005 fourth quarter was $145.3 million compared
to $133.9 million in the fourth quarter of fiscal 2004.

Net sales were $2.48 billion, an increase of 12.9% over the fourth
quarter of fiscal 2004.

The net sales increase for the quarter was due to the opening of
additional net new stores and the additional week, partially
offset by a 1.6% decrease in same-store sales, calculated
excluding the fourteenth week of the fiscal 2005 period.

In addition to the continued economic pressures on the Company's
core lower and fixed income customers and aggressive marketing and
promotional activities of other retailers, particularly in the
fourth quarter, the Company believes that, to some extent, fourth
quarter sales were negatively impacted by initiatives to lower
levels of older inventory, particularly in the Company's seasonal,
home and apparel categories.

Gross profit during the quarter was $730.9 million or 29.5% of
sales, versus $660.0 million, or 30.0% of sales, in the prior year
quarter.

                         Treasury Stock

During the year, the Company repurchased approximately:

   -- 15.0 million shares of its common stock for $297.6 million
      including the remaining 9.5 million shares authorized under
      its 10 million share repurchase authorization that expired
      on Nov. 30, 2005, and

   -- 5.5 million shares purchased under its current 10 million
      share authorization that expires on Sept. 30, 2006.

There are now approximately 4.5 million shares remaining under the
current authorization.

               Planned Capital Expenditures in 2006

In 2006, Dollar General plans to spend approximately $375 million
on capital expenditures:

   -- Improvement in sales performance of same-stores and new
      stores through new merchandise additions, improved in-store
      presentation, and heightened promotional energy aimed at
      increasing customer traffic and average customer ticket.
      The Company plans to strengthen its "treasure hunt" offering
      and to execute a variety of new marketing, promotional
      and/or advertising strategies.  The Company will also
      implement a new store floor plan in all new stores,
      emphasizing improved merchandising adjacencies, operational
      efficiencies and customer service, and will continue efforts
      referred to as "Project Gold Standard" begun in 2005 to
      improve the shopability and financial performance of
      existing stores;

   -- Further development of the Dollar General Market concept;

   -- Continued investment in EZstore, further reducing store
      labor and related costs, with the goal of completing the
      rollout by the end of 2006;

   -- Increased efforts to control inventory shrink in the stores,
      which remains above acceptable levels as a percentage of
      sales;

   -- Opening a minimum of 800 new traditional Dollar General
      stores, while continuing to pursue further geographical
      expansion, with increased emphasis on site selection,
      approval processes, and lowering rent as a percentage of
      sales in new and existing stores; and

   -- Continued investment in the Company's infrastructure,
      including increasing global sourcing, further developing the
      company's information technology capabilities, and opening
      the Company's ninth distribution center thereby expanding
      distribution capacity.

Full-text copies of Dollar General Corp. finanical statements for
the year ended Feb. 3, 2006, are available for free at
http://ResearchArchives.com/t/s?78f

                    About Dollar General Corp.

Headquartered in Goodlettsville, Tennessee, Dollar General
Corporation -- http://www.dollargeneral.com/ -- is a Fortune  
500(R) discount
retailer with 7,821 neighborhood stores as of October 28, 2005.
Dollar General stores offer convenience and value to customers by
offering consumable basic items that are frequently used and
replenished, such as food, snacks, health and beauty aids and
cleaning supplies, as well as a selection of basic apparel,
housewares and seasonal items at everyday low prices.

                            *   *   *

Dollar General's 8-5/8% Exchange Notes due 2010 carry Moody's
Investors Service's Ba1 rating.


DSLA MORTGAGE: Moody's Puts Class M-10 Certificate Rating at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior notes
issued by DSLA Mortgage Loan Trust 2006-AR1, and ratings ranging
from Aa1 to Ba1 to the subordinate notes in the deal.

The securitization is backed by two groups of Downey Savings and
Loan Association FA originated, adjustable-rate, negative
amortization mortgage loans acquired by Greenwich Capital
Financial Products Inc.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, excess spread, and overcollateralization.
Additionally, Classes 1A-1B and 2A-1C have the benefit of a
financial guaranty insurance policy provided by XL Capital
Assurance Inc.  Moody's expects collateral losses to range from
1.15% to 1.35%.

Downey Savings and Loan Association FA will service the loans, and
Wells Fargo Bank NA will act as master servicer.

The complete rating actions are:

                DSLA Mortgage Loan Trust 2006-AR1
    Mortgage Loan Pass-Through Certificates, Series 2006-AR1

                  * Class 1A-1A, Assigned Aaa
                  * Class 1A-1B, Assigned Aaa
                  * Class 2A-1A, Assigned Aaa
                  * Class 2A-1B, Assigned Aaa
                  * Class 2A-1C, Assigned Aaa
                  * Class M-1, Assigned Aa1
                  * Class M-2, Assigned Aa2
                  * Class M-3, Assigned Aa3
                  * Class M-4, Assigned A1
                  * Class M-5, Assigned A2
                  * Class M-6, Assigned A3
                  * Class M-7, Assigned Baa1
                  * Class M-8, Assigned Baa2
                  * Class M-9, Assigned Baa3
                  * Class M-10, Assigned Ba1


EMPIRE ENERGY: Closes $3.4 Million Funding Transaction in London
----------------------------------------------------------------
The board of Empire Energy Corporation International (OTCBB: EEGC)
secured approximately $3.4 million in a funding transaction, which
in total may result in funding up to $5.4 million with funds
managed by RAB Capital plc.  The transaction was negotiated by
Libertas Capital Corporate Finance Limited in London.

The funding package comprises:

     * $1.9 million equity investment in 17,100,000 shares of
       Class A Common Stock at $0.11 per share,

     * $1.5 million of 6% convertible debenture due March 14,
       2008, convertible at $0.15 per share,

     * a warrant over 8,550,000 shares of Common Stock exercisable
       at $0.13 per share and

     * a warrant over 5,000,000 shares of Common Stock exercisable
       at $0.18 per share.

Proceeds from the exercise of the warrants could generate up to
approximately $2 million, increasing the total funding to
approximately $5.4 million.

Empire intends to use the funds to progress a number of its
existing natural resource projects in Tasmania and for general
corporate purposes.

"We are pleased to have RAB Capital as an institutional
shareholder of Empire to support the execution of our natural
resource projects and to allow us to advance our business plans,"
Malcolm Bendall, Empire President and CEO, stated.

In addition to securing the funding, Empire has commenced the
process to admit Zeehan Zinc Ltd. to AIM.  Libertas Capital
Corporate Finance Limited is financial adviser and is acting as
nominated adviser and broker to Zeehan.

                        About RAB Capital

Founded in 1999, RAB Capital -- http://www.rabcap.com/-- has  
grown into a multi-strategy absolute return investment management
company with $3.2 billion assets under management and is a leading
European investor in the natural resources sector.  RAB Capital
currently manages 15 single-strategy hedge funds (including
development funds), two funds-of-funds, three hedged investment
funds and the RAB Special Situations Company, an AIM-listed
closed-end investment company.  RAB Capital is a constituent of
the FTSE AIM UK 50 Index and is authorized and regulated by the
Financial Services Authority.

                       About Empire Energy

Based in Overland Park, Kansas, Empire Energy Corporation
International -- http://www.empireenergy.com/-- is a public held,  
international exploration and production company.  The Company is
an innovative energy sector player relying on technology,
innovation, market timing and adept economic strategies to produce
a maximum return to its investors.

At Sept. 30, 2005, Empire Energy Corp's balance sheet showed a
stockholders' deficit of $3,946,754, compared to $2,478,298
deficit at Dec. 31, 2004.


EPICOR SOFTWARE: Restates $2MM R&D Write-Off in FY & 4th Qtr. 2005
------------------------------------------------------------------
Epicor Software Corporation (Nasdaq: EPIC) completed its financial
restatement and has filed its Annual Report on Form 10-K for the
fiscal year ended Dec. 31, 2005 with the Securities and Exchange
Commission.

                Accounting Review and Restatement

Following the accounting review, the Company, including its Audit
Committee, determined that certain accounting guidance issued by
the American Institute of Certified Public Accountants to
ascertain vendor-specific objective evidence of fair value and the
allocation and recognition of revenue between software license and
maintenance agreements was not applied correctly by the Company.

Epicor's adoption of the guidance and subsequent change in
accounting policy has resulted in different classifications of
revenue between those elements than reported by the Company.  The
Company has restated its financial results for fiscal years 2003
and 2004 and the interim quarterly periods for fiscal year 2004
and through Sept. 30, 2005.

The technical restatement has not impacted the Company's current
or prior years' liquidity, nor has the restatement impacted total
revenue, profits or cash flow associated with the contracts in
question over the life of the contracts.  In addition to the
effects of the revenue restatement, subsequent adjustments were
made to the previously reported preliminary fourth quarter and
full year 2005 results.

Subsequently, the Company made certain adjustments to the
preliminary fourth quarter and year-end results for fiscal year
2005 reported on the Jan. 31, 2006.  The adjustments were:

   * a decrease of $500,000 in intangible amortization expense for
     both the fourth quarter and year ended Dec. 31, 2005 related
     to management's revised valuation of CRS's acquired
     intangible assets;

   * an increase in general and administrative expenses of
     $7000,000 for both the fourth quarter and year ended Dec. 31,
     2005 for accounting fees and other accruals related to the
     audit of the Company's financial statements for the year
     ended Dec. 31, 2005, and the impact of the adjustment related
     to the restatement and related Section 404 work;

   * a $2 million write-off of In-Process R&D for both the fourth
     quarter and year ended Dec. 31, 2005 related to management's
     revised valuation of CRS's acquired intangible assets;

   * an increase of $400,000 for the fourth quarter of 2005 and a
     decrease of $1.8 million for year ended Dec. 31, 2005 in the
     income tax provision as a result of the above adjustments and
     the impact of the adjustments related to the restatement

"We are very pleased to have completed this technical restatement
expeditiously and to have filed our Form 10-K in a timely
fashion," Michael Piraino, EVP and chief financial officer of
Epicor, commented.  "As evidenced by the full-year 2006 guidance
we have provided, the outlook for our business remains strong.  
These changes to our revenue recognition policy have not resulted
in the loss of any previously reported revenue, but rather only
impact the timing of when revenue for prior and future periods is
reported.  Epicor is committed to maintaining the highest possible
standards in financial reporting and is taking the necessary steps
to ensure that all accounting policies and procedures are applied
properly in the future."

                 Revised 2006 Full Year Outlook

The Company expects 2006 full year revenues to be in the range of
$372 to $377 million, which includes approximately $67 million of
revenues contributed from the CRS business.  Revenues from
Epicor's businesses, excluding CRS, are expected to be in the
range of $305 to $310 million.  The Company expects fully taxed
adjusted earnings for 2006 to be in the range of $40 to $41
million.  The Company expects fully taxed 2006 adjusted earnings
per diluted share to be in the range of $0.69 to $0.70.  Adjusted
earnings per share expectations assume a weighted average share
count of 58 million shares.  Expected earnings results presume a
book tax rate of approximately 39%.  As a benchmark, 2005 pro
forma fully taxed adjusted earnings per share were $0.55.

A full-text copy of the Company's Annual Report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?78b

                About Epicor Software Corporation

Headquartered in Irvine, California, Epicor Software Corporation
-- http://www.epicor.com/-- is a global leader dedicated to  
providing integrated enterprise resource planning, customer
relationship management and supply chain management software
solutions to midmarket companies around the world.  Founded in
1984, the Company serves over 20,000 customers in more than 140
countries, providing solutions in over 30 languages.  The Company
leverages innovative technologies like Web services in developing
end-to-end, industry-specific solutions for manufacturing,
distribution, enterprise service automation, retail and
hospitality that enable companies to immediately drive efficiency
throughout business operations and build competitive advantage.  
With the scalability and flexibility to support long-term growth,
Epicor's solutions are complemented by a full range of services,
providing a single point of accountability to promote rapid return
on investment and low total cost of ownership.

Epicor is a registered trademark of Epicor Software Corporation.  
Other trademarks referenced are the property of their respective
owners.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 22, 2006,
Moody's Investors Service assigned a first time corporate family
rating of B1 to Epicor Software Corporation and B1 ratings to its
proposed senior secured term loan and senior secured revolving
credit facilities.  Proceeds from the $100 million term loan will
refinance Epicor's acquisition of CRS Retail Technology Group. The
rating outlook is stable.

These ratings were assigned:

   * Corporate family rating -- B1

   * $75 million senior secured revolving credit facility
     due 2009 -- B1

   * $100 million senior secured term loan due 2012 -- B1


ERA AVIATION: Can Access Lender's Cash Collateral Until June 16
---------------------------------------------------------------
The Hon. Donald MacDonald IV of the U.S. Bankruptcy Court for the
District of Alaska authorized Era Aviation, Inc., to continue
using cash collateral securing repayment of its prepetition
obligations to CapitalSource Finance, LLC.

The Debtor can use CapitalSource's cash collateral up to June 16,
2006, in accordance with a 13-week budget.  A copy of that budget
is available for free at http://ResearchArchives.com/t/s?785

As adequate protection for any diminution in the value of the
CapitalSource's collateral, the Debtor grants CapitalSource a
postpetition lien on the cash collateral, and on all of its
postpetition assets, including all assets in which CapitalSource
holds a valid and perfected prepetition lien.  The lien will be
retroactive to the time of commencement of the Debtor's Chapter 11
case, and will cover all property that exists as of the
termination of the order.

Headquartered in Anchorage, Alaska, Era Aviation, Inc. --
http://www.flyera.com/-- provides air cargo and package express   
services.  The Company filed for chapter 11 protection on Dec. 28,
2005 (Bankr. D. Ak. Case No. 05-02265).  Cabot C. Christianson,
Esq., at Christianson & Spraker, represents the Debtor in its
restructuring efforts.  John C. Siemers, Esq., at Burr, Pease &
Kurtz, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


ERA AVIATION: Wants Exclusive Period Extended to September 1
------------------------------------------------------------
Era Aviation, Inc., asks the U.S. Bankruptcy Court for the
District of Alaska to extend, until Sept. 1, 2006, the period
within which it has the exclusive right to file a chapter 11  plan
of reorganization.

The Debtor tells the Court that they are still seeking court
approval of a $1 million DIP loan.  The Debtor says that the DIP
lender has required the extension as a condition of making the
loan.

The Debtor believes that no creditor will be harmed by this
extension because it is virtually inconceivable that a creditor
would, without Debtor support, attempt to propose a plan of
reorganization of an operating airline.

Headquartered in Anchorage, Alaska, Era Aviation, Inc. --
http://www.flyera.com/-- provides air cargo and package express   
services.  The Company filed for chapter 11 protection on Dec. 28,
2005 (Bankr. D. Ak. Case No. 05-02265).  Cabot C. Christianson,
Esq., at Christianson & Spraker, represents the Debtor in its
restructuring efforts.  John C. Siemers, Esq., at Burr, Pease &
Kurtz, represents the Official Committee of Unsecured Creditors.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


ESCHELON TELECOM: Completes $20-Mil. Acquisition of Oregon Telecom
------------------------------------------------------------------
Eschelon Telecom, Inc., (NASDAQ: ESCH) completed its acquisition
of Oregon Telecom, Inc., a privately held competitive services
provider based in Salem, Oregon.  Eschelon paid approximately
$20 million in cash to acquire Oregon Telecom.

"The acquisition of Oregon Telecom is a good fit for us," stated
Richard A. Smith, President and Chief Executive Officer of
Eschelon Telecom.  "Our ability to drive value far above our
purchase price is dependent on being selective and disciplined.
The company is located primarily in our existing markets, serves
the same business segment -- medium and small business customers
-- and is EBITDA and cash flow positive pre-synergies.  As with
our previous acquisition of Advanced TelCom, Inc., we expect to
develop significant synergies, taking Oregon Telecom from a
normalized EBITDA level of approximately $3 million to a
post-synergy EBITDA level estimated to be in excess of $6 million.
Oregon Telecom customers will benefit from a broader range of
telecommunications services provided by an industry leader in
customer service and retention. We have proven experience in
managing integrations so customers can rest assured that we will
not take our focus off of what's important -- serving their
needs."

"We completed our funding for this transaction ahead of schedule
due to the robust demand for our debt securities," stated Geoff
Boyd, Eschelon's Chief Financial Officer. "We were able to raise
$45.6 million of gross debt proceeds last week at an attractive
rate giving us funding for the Oregon Telecom transaction and
roughly $25 million of additional capacity for future growth and
acquisitions."

                      About Oregon Telecom

Oregon Telecom, Inc., sells local, long distance and Internet
access services in Oregon to 6,000 customers that have 45,000
access lines with a revenue run rate of $24 million.

                     About Eschelon Telecom

Eschelon Telecom, Inc. -- http://www.eschelon.com/-- is a   
facilities-based competitive communications services provider of
voice and data services and business telephone systems in 19
markets in the western United States.  Headquartered in
Minneapolis, Minnesota, the company offers small and medium-sized
businesses a comprehensive line of telecommunications and Internet
products.  Eschelon currently employs 1,118
telecommunications/Internet professionals, serves over 50,000
business customers and has approximately 415,000 access lines in
service throughout its markets in Minnesota, Arizona, Utah,
Washington, Oregon, Colorado, Nevada and California.

                         *     *     *

As reported in the Troubled Company Reporter on March 27, 2006,
Standard & Poor's Rating Services assigned its 'B-' rating to
Eschelon Telecom's $46 million 8.375% senior second secured
notes due 2010.  The 'B-' corporate credit rating and stable
outlook on Eschelon were affirmed.

As reported in the Troubled Company Reporter on Feb. 7, 2006,
Moody's Investors Service placed Eschelon Operating Company's
ratings on review for possible downgrade following the company's
announcement that it is acquiring Oregon Telecom Inc., for
$20 million in cash.  Given the company's $30 million cash balance
as of Sept. 30, 2005, Moody's expects the acquisition will be
largely financed with new debt.  The potential financing would
increase Eschelon's pro forma leverage, thereby pressuring the
ratings downwards.

These ratings are under review for possible downgrade:

  Eschelon Operating Company:

     * Corporate Family Rating -- B3
     * $92.1 Million 8.375% Global Notes due in 2010 -- B3

This rating is affirmed:

     * Speculative Grade Liquidity Rating -- SGL-3


FELCOR LODGING: Moody's Upgrades Unsecured Debt Rating to Ba3
-------------------------------------------------------------
Moody's Investors Service upgraded the ratings of FelCor Lodging
Limited Partnership's senior unsecured debt to Ba3, and preferred
stock to B2 for FelCor Lodging Trust Inc, with a stable outlook.
These rating upgrades conclude Moody's review of the REIT's
ratings, commenced in January 2006.  According to Moody's, the
ratings upgrade of FelCor Lodging reflects improvements in the
REIT's operating performance, as well as management plans to
further leverage reductions.

In January 2006, FelCor Lodging announced the modification of its
management agreements covering all 49 FelCor Lodging-owned hotels
managed by InterContinental Hotels Group.  The new agreement
provides FelCor Lodging with the flexibility to sell IHG-flagged
and -managed hotel assets without payment of liquidation damages
or reinvestment of proceeds into other IHG hotels, as required by
the previous management agreement.  Many IHG-flagged hotels owned
by FelCor Lodging have had performance challenges.

"Moody's expects that FelCor Lodging's planned sale of non-
strategic hotels that are under-performing, or located in markets
where it has excess concentration, should enable the REIT to
reduce its leverage and improve its operating performance, as well
as reduce the geographic concentrations of its hotel investment
portfolio -- issues that have been constraining FelCor Lodging's
ratings," says Brian Harris, Vice President/Senior Credit Officer.

FelCor Lodging's business environment improved sharply in 2005.
Revenue per available room increased by 10.8% for in 2005, along
with a 6.2% increase in the average daily rate.  The improvement
in RevPAR contributed to increasing operating margins to 9.2% for
2005, as well as improvement in the REIT's fixed charge coverage.

Moody's said that a rating upgrade for FelCor Lodging would
require substantial progress on the REIT's portfolio
repositioning, which the rating agency expects will result in
improved operational performance, lower leverage and reduced
geographic concentration.  Net debt to EBITDA, and fixed charge
coverage, closer to 6x and 1.5x, respectively, would have positive
ratings implications.  Negative ratings actions, though unlikely,
would result from deteriorating operating performance resulting in
a decline in fixed charge coverage from the current 1.25x level to
below 1.1x, and an increase in leverage from current levels of
6.4x to above 7x.

These ratings were upgraded, with stable outlooks:

   * FelCor Lodging Limited Partnership -- senior unsecured debt
     at Ba3, from B1; senior unsecured debt shelf at (P)Ba3, from
     (P)B1; subordinated debt shelf at (P)B2, from (P)B3.

   * FelCor Lodging Trust, Incorporated -- preferred stock at B2,
     from B3; preferred shelf at (P)B2, from (P)B3.

FelCor Lodging Trust, Incorporated, headquartered in Irving,
Texas, USA, is one of the largest lodging REITs in the USA, with a
portfolio of 117 consolidated hotels located in 28 states and
Canada.  FelCor Lodging's assets are operated under the Embassy
Suites, Crowne Plaza, Holiday Inn, Doubletree, Westin, Hilton and
Sheraton flags.  Based on 2005 operating profit, 39% of FelCor
Lodging's portfolio is located in suburban locations, with the
balance located in urban, airport and resort areas.


FERRO CORP: Completes Restatement of 2003 and 2004 Financials
-------------------------------------------------------------
Ferro Corporation (NYSE:FOE) completed the restatement of its 2003
and first quarter 2004 financial statements and filed its 2004
Annual Report on Form 10-K.

The restatement reflects:

   * the correction of certain irregular accounting entries and
     correction of accounting mistakes and

   * errors identified during the previously reported independent
     investigation and the exhaustive restatement process.

The total adjustments for accounting irregularities, mistakes and
errors for the year ended Dec. 31, 2003 and the quarter ended
March 31, 2004 were $10.1 million, net of taxes, compared with the
Company's January 2005 estimate of $10 million.

In connection with the filing of the Form 10-K, management
assessed the effectiveness of the Company's internal controls over
financial reporting and concluded that such controls were not
effective as of Dec. 31, 2004, an assessment with which the
Company's independent registered public accounting firm, KPMG LLP,
agreed.

                       New Credit Facility

On March 30, 2006, The Company:

   * executed a commitment letter for a $700 million secured
     credit facility from National City Bank and Credit Suisse
     Boston and

   * received waivers of certain loan covenants dealing with
     timely filing of required financial information under the
     existing credit facility.

After the close of business on March 30, 2006 and release of the
announcement of the New Credit Facility, the Company received from
the $15 million holder of a $25 million series of notes a notice
of default that recited the Company's failure to timely file
required financial information.

Under the terms of the indenture governing the notes, the Company
has 90 days to cure the default.  If the Company fails to cure the
default within the 90-day period, the holder will be entitled to
accelerate payment and cause a cross default of other
indebtedness.  Whether or not a default is triggered, however,
management plans to enter into the New Credit Facility and
continue its asset securitization program so that it will be in a
position to repay any indebtedness that may be accelerated and
prepay or redeem such other indebtedness as circumstances may
warrant.

In light of the default notice the Company received on March 30,
2006, KPMG stated in its opinion that "the Company faces certain
liquidity uncertainties that raise substantial doubts about
Ferro's ability to continue as a going concern."  The Company
believes, however, that the New Credit Facility will provide the
Company adequate liquidity to meet its anticipated operational
needs and provide assurance of financing in the event of any
accelerated refunding of existing long-term debt.

Commenting on the Company's liquidity, James F. Kirsch, President
and Chief Executive Officer, said, "I am confident that we have,
and going forward we will continue to have, the financial
wherewithal we need to accomplish our path forward to a stronger,
more profitable Ferro."

                     NYSE Continued Listing

Finally, Ferro's common stock will continue to be listed on the
New York Stock Exchange.

"We are pleased that we have now completed what has been a complex
process," said Mr. Kirsch.  "We want to extend thanks to the many
Ferro employees and to our external auditors who worked diligently
to finish the restatement.  We also offer our gratitude to Ferro
shareholders for their continued patience during an extended
period when we could not provide our normal level of communication
about Company results.  As we move forward, we are committed to
accurate and timely disclosure and transparency in reporting our
financial performance."

                    Other Delayed SEC Filings

With the restatement complete, the Company and its external
auditors will now focus on completing the remaining delayed SEC
filings that were dependent upon the completion of the 2004 Form
10-K.  The Company is in the process of preparing its Quarterly
Reports on Form 10-Q for the quarters ending June 30 and Sept. 30,
2004 and anticipates filing these reports in the next several
weeks.  The Company also is commencing preparation of its 2005
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q,
which are expected to be filed by the end of the third quarter
this year. The Company will begin to make available estimates of
quarterly financial results during the second quarter.

A full-text copy of the Company's 2004 Annual Report on Form 10-K
is available at no charge at http://ResearchArchives.com/t/s?781

                     About Ferro Corporation

Based in Cleveland, Ohio, Ferro Corp. -- http://www.ferro.com/--  
is a major international producer of performance materials for
industry, including coatings and performance chemicals.  The
Company has operations in 20 countries and reported sales of
approximately $1.8 billion in 2004.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 22, 2006,
Moody's Investors Service downgraded the senior unsecured ratings
of Ferro Corporation to B1 from Ba1 due to continuing delays in
the issuance of audited financial statements.  In addition,
Moody's will withdraw Ferro's ratings.  Moody's could reassign
ratings to Ferro's notes and bonds once it has received audited
financials for 2004 and 2005.

Ratings downgraded and will be withdrawn:

   * Senior implied rating -- B1 from Ba1

   * $355 million senior unsecured notes and debentures
     due 2009-2028 -- B1 from Ba1

   * Universal shelf (senior unsecured - (P)B1 from (P)Ba1)

The downgrade of Ferro's ratings to B1 reflects the continuing
delay in the delivery of audited financial statements.  While the
company business profile is consistent with a rating in the Ba
category, according to Moody's rating methodology for the chemical
industry, the lack of timely audited financial statements creates
uncertainty over the company's financial profile.  This
uncertainty is reflected by the assignment of the B1 ratings.


FIRST INT'L: Poor Loan Performance Cues Moody's Ratings Review
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings of 17 classes of notes issued in seven securitizations
originally sponsored by First International Bank. FIB is now known
as UPS Capital Business Credit.  The ratings review is due to
worse than expected performance of the underlying collateral
pools.

Complete rating action:

   Issuer: First National Bank of New England SBA Loan-Backed
           Trust 1998-1

   * Class A Notes, rated Baa2, on review for possible downgrade
   * Class B Notes, rated B2, on review for possible downgrade

   Issuer: First International Bank Trust 1999-1

   * Class A Notes, rated Baa2, on review for possible downgrade
   * Class M Notes, rated B2, on review for possible downgrade
   * Class B Notes, rated B3, on review for possible downgrade

   Issuer: First International Bank Trust 2000-1

   * Class A Notes, rated B2 on review for possible downgrade
   * Class M Notes, rated Ca, on review for possible downgrade

   Issuer: First International Bank Trust 2000-2

   * Class A Notes, rated Baa1, on review for possible downgrade
   * Class M Notes, rated Ba2, on review for possible downgrade

   Issuer: FNBNE Business Loan Trust 1998-A

   * Class A Notes, rated A2, on review for possible downgrade
   * Class M-1 Notes, rated Baa2, on review for downgrade
   * Class M-2 Notes, rated Ba1, on review for possible downgrade

   Issuer: FIB Business Loan Trust 1999-A

   * Class A Notes, rated A2, on review for possible downgrade
   * Class M-1 Notes, rated Baa2, on review for downgrade
   * Class M-2 Notes, rated Ba3, on review for possible downgrade

   Issuer: FIB Business Loan Trust 2000-A

   * Class A Notes, rated B2, on review for possible downgrade
   * Class M-1 Notes, rated Ca, on review for possible downgrade

UPS Capital Corporation, a wholly owned subsidiary of United
Parcel Service, Inc., purchased FIB in August 2001.  In April
2003, FIB changed its name to UPSBC.  UPSBC is currently servicing
the portfolio.  FIB was formerly known as First National Bank of
New England.


FLYI INC: Wants to Walk Away from Moore & Lange Employee Pacts
--------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to:

    -- reject the employment contracts with Thomas J. Moore and
       William R. Lange; and

    -- set off their rights to receive reimbursement for insurance
       premiums for the two employees against the amounts that
       they owe the employees.

As a result of the setoff, the obligations owed by Messrs. Moore
and Lange would be extinguished, and the collateral assignment to
the Debtors of the relevant policies could be released.

The Debtors believe that releasing their liens on the Moore
Insurance and the Lange Insurance will not reduce the assets of
their estates.

                    Compensation Program

The Debtors tell the Court that prior to filing for bankruptcy,
they had in place a deferred compensation program for executive
employees, wherein they purchased life insurance policies and paid
the premiums on those policies for the executives.

The employees had the obligation to reimburse the Debtors for the
premiums paid on their behalf.  To secure their reimbursement
obligation to the Debtors, the employees collaterally assigned
the relevant insurance policies to the Debtors.

The executives also earned deferred compensation pursuant to a
vesting schedule in their employment agreements.  M. Blake
Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that the deferred compensation was
not actually paid to employees, but instead, it constituted a
claim by the employees against the Debtors.

According to Mr. Cleary, the deferred compensation earned by an
employee matched that employee's obligations to reimburse the
Debtors for insurance premiums paid on their behalf.  Thus, on
certain events that triggered the right of the employee to
receive the fully vested portion of the deferred compensation in
cash; and the obligation of the employee to repay the Debtors for
insurance premiums paid, the amounts owed by and between the
Debtors and employee could simply be set off and the collateral
assignment of the insurance policy to the Debtors would be
released.

                           The Employees

A. Thomas J. Moore

Thomas J. Moore is the Debtors' chief operating officer and
president, and is a member of the Board of Directors of FLYi,
Inc., and Independence Air, Inc.  Pursuant to the Debtors'
employee wind-down plan, Mr. Moore's last day of employment was
March 31, 2006.

The Debtors and Mr. Moore entered into a Second Amended and
Restated Severance Agreement dated March 15, 2005.  Among other
things, the Moore Employment Contract requires the Debtors to
purchase and pay premiums for Mr. Moore's life insurance
policies.

On January 1, 2006, Mr. Moore was 100% vested in his deferred
compensation.  Thus, Mr. Moore is now obliged to repay the
Debtors the amount of the premiums they paid on account of the
Moore Insurance.

The mutual claims between the Debtors and Mr. Moore prior to the
rejection of Mr. Moore's Contracts are:

    Mutual Claims                                          Amount
    -------------                                          ------
    Debtors' claims against Mr. Moore's
    repayment of insurance premiums                    $1,747,250

    Mr. Moore's claims against the Debtors
    (Deferred Compensation)
       * As of the Petition Date                        1,397,800
       * Within one year after the Petition Date          349,450

B. William R. Lange

William R. Lange is the Debtors' vice president for safety,
compliance and security.  Pursuant to the employee wind-down
plan, Mr. Lange's last day of employment was March 31, 2006.

The Debtors entered into a Severance Agreement with Mr. Lange on
December 28, 2001.  Among other things, the Lange Employment
Contract requires the Debtors to purchase and pay premiums for
Mr. Lange's life insurance policies.

The mutual claims between Mr. Lange and the Debtors that will
exist on the rejection of the Lange Contracts are:

    Mutual Claims                                          Amount
    -------------                                          ------
    Debtors' claims against Mr. Lange
    repayment of insurance premiums                      $365,850

    Mr. Lange's claims against the Debtors
    (Deferred Compensation)
       * As of the Petition Date                          128,047
       * Within one year after the Petition Date           29,925
       * Additional                                        67,702
       * One year base compensation             45,000 to 171,000

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLYI INC: Court Approves Stipulation with Greater Orlando Aviation
------------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 23, 2006, The
Greater Orlando Aviation Authority asked the U.S. Bankruptcy Court
for the District of Delaware to:

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

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

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

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

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

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

                         Parties Stipulate

In a Court-approved stipulation, The Greater Orlando Aviation
Authority and the Debtors agree that:

    a) the Lease and Use Agreement is rejected effective as of
       March 7, 2006;

    b) the Debtors are authorized to abandon any of their personal
       property at the Airport;

    c) the automatic stay is modified to permit the Airport
       Authority to draw on the letter of credit posted by the
       Debtors to secure their obligations under the Lease and Use
       Agreement.  The limitation of the amount will be agreed on
       by the Debtors and the Airport Authority or determined by
       the Court; and

    d) any claim that the Airport Authority may want to file
       against the Debtors under the Lease and Use Agreement must
       be received by the Debtors no later than April 19, 2006.

A hearing on the remaining unresolved matters is set at a later
date.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FOAMEX INT'L: Committee's Investigation Period Extended to June 1
-----------------------------------------------------------------
The Final DIP Order established January 17, 2006, as the date by  
which the Official Committee of Unsecured Creditors must file an  
adversary proceeding:

   -- challenging the nature, extent, validity, enforceability,
      allowability or priority of:

      1.  the Debtors' obligations under their prepetition
          secured credit agreements; and

      2.  the liens and security interests of the Debtors'
          Prepetition Lenders on the Prepetition Collateral; or

   -- asserting any claims against the Prepetition Lenders.

The Committee asserts that the prepetition lenders do not hold  
valid, perfected liens and security interests in these Designated  
Assets owned by the Debtors:

   (a) 35% of the equity interest in subsidiary Grupo Foamex de
       Mexico, S.A. de C.V.;

   (b) 5% of the Debtors' equity interest in subsidiary Foamex
       Asia Co., Ltd.;

   (c) inventory and equipment owned by Foamex LP in Mexico;

   (d) all non-leased vehicles; and

   (e) life insurance policies

Foamex International Inc., and its debtor-affiliates, the Official
Committee of Unsecured Creditors, the Prepetition Lenders and the
Senior Secured Note Lenders further agree to extend the
investigation and challenge period provided in the Final DIP Order
to June 1, 2006, for the Committee only.

The U.S. Bankruptcy Court for the District of Delaware approves
the parties' stipulation.

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 MOTOR: Bankruptcy Not an Option Says Top Executive
-------------------------------------------------------
Ford Motor Co.'s top man, William Clay Ford Jr., remains
optimistic that his company can overcome the current financial
difficulties facing the auto industry and says bankruptcy is not
an option for the world's third-largest automaker.

Mr. Ford, according to a report from John D. Stoll at Dow Jones
Newswires, said that Ford Motor is facing serious challenges such
as high commodity prices, impending negotiations with the United
Auto Workers Union next year as well as the outcome of labor talks
between General Motors Corp. and its supplier, Delphi Corp.  

Quoting industry analysts, Micheline Maynard at the New York
Times, says that a General Motor bankruptcy could deal a blow to
Ford's own restructuring plans.

In January, Ford introduced its "Way Forward" plan.  The plan
proposes to reduce the Company's production capacity by
26% in three years through a combination of job cuts and factory
closures.  The plan is part of the Company's efforts to stem
massive losses and regain its market share in North America.

As reported in the Troubled Company Reporter on Jan. 26, 2006, the
Company's is expected to cut around 30,000 jobs and shut down
several factories in North America.

Plants to be closed include:

   * the St. Louis, Atlanta, assembly plant;
   * the Wixom, Michigan assembly plant;
   * the Batavia Transmission plant in Ohio;
   * the Hapeville, Georgia plant;
   * the Hazelwood, Missouri plant; and
   * the Windsor Casting in Ontario.

                          About Ford

Headquartered in Dearborn, Michigan, Ford Motor Company, is the
world's third largest automobile manufacturer.  Ford Motor Co.
manufactures and distributes automobiles in 200 markets across six
continents.  With more than 324,000 employees worldwide, the
company's core and affiliated automotive brands include Aston
Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and
Volvo.  Its automotive-related services include Ford Motor Credit
Company and The Hertz Corporation.

                         *     *     *
As reported on March 15, 2006, Fitch Ratings downgraded the Issuer
Default Rating of Ford Motor Company and Ford Motor Credit Company
to 'BB' from 'BB+'.  The downgrade was based on increasing
concerns over the deep stresses affecting the Company's supplier
base, which could restrict Ford's ability to reduce costs.

As reported in the Troubled Company Reporter on Jan. 13, 2006,
Moody's Investors Service lowered its ratings on Ford Motor
Company (Corporate Family and long-term to Ba3 from Ba1).  The
rating outlook for Ford Motor is negative.

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on Ford Motor Co., Ford Motor Credit Co. (Ford Credit),
and all related entities to 'BB-/B-2' from 'BB+/B-1' and removed
them from CreditWatch, where they were placed on Oct. 3, 2005,
with negative implications.  The outlook is negative.


GENERAL MOTORS: Cerberus Transaction Cues Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service reviews for possible downgrade General
Motors Acceptance Corporation's Ba1 long-term rating and
Residential Capital Corporation's Baa3 long-term and Prime-3
short-term ratings will continue.  

The action follows General Motors's announcement that it has
entered into an agreement to sell a 51% stake in GMAC to a
consortium led by Cerberus, a large private equity and hedge fund
management firm.  The transaction is currently targeted to close
in the fourth quarter of this year.  The ratings of General Motors
Corporation are unchanged.

Moody's review will consider the benefits of the transaction to
GMAC's stand-alone credit profile, as well as to the company's
business, financial, and liquidity plans.  Moody's does not view
the consortium as a "strategic" investor in the context that it
had set out in its prior commentary on the potential sale
transaction, and therefore no benefit from external support
accrues to the GMAC ratings as the result of the change in
ownership.

As indicated by the review for possible downgrade, Moody's
believes that at the closing of the sale, the best-case rating
outcome would be a confirmation of the current GMAC ratings at
Ba1.  This would reflect a more positive view on GMAC's stand-
alone credit profile.  Moody's also believes that, based upon its
current view of GMAC's stand-alone credit profile, the most likely
downside case for the GMAC rating would be Ba2.

Moody's said that execution risks associated with consummating the
sale, as well as continued uncertainties at GM that could impact
GMAC's credit profile, warrant a continuation of the review
through closing.  If the sale does not close, Moody's would re-
link GMAC's rating with GM's rating, which would most likely
result in the assignment of a Ba3 long-term rating to GMAC,
barring further deterioration to its credit profile resulting from
internal issues or additional GM stress.

Moody's believes that aspects of the sale transaction have
positive implications for GMAC's stand-alone credit profile,
currently equivalent to a mid-Ba rating.  A reduction in GMAC's
unsecured direct exposure to GM, and a potential strengthening of
GMAC's liquidity and funding profile represent the most immediate
potential benefits to the stand-alone view.  Furthermore, Moody's
believes the transfer of board control to Cerberus enhances the
control and governance environment at GMAC to a sufficient degree
as to result in de-linkage of GMAC's ratings from GM's ratings
upon closing.  However, Moody's expects that GMAC's business
relationship with GM will continue to be the cornerstone of its
business model under new ownership.  Thus, GMAC will continue to
be exposed, both directly and indirectly, to conditions at GM.  In
Moody's view, therefore, it is unlikely that GMAC's ratings could
rise to the investment grade level until GM's credit profile
stabilizes or even improves.

Moody's also said that GM's call option on GMAC's auto financing
operations places limitations on GMAC's future rating.  Under
terms of the agreements, GM may exercise its call option on GMAC's
auto financing operations if GM achieves an investment-grade
rating.  Were the call option to be exercised, GMAC's rating would
be closely aligned with GM's rating.  GMAC's rating under the new
ownership structure could therefore rise no higher than Baa2, one-
notch above the lowest investment-grade rating - the rating at
which GM may exercise its call option.

Moody's noted that at closing, GMAC's unsecured direct exposure to
GM is anticipated to decline to $400 million, with aggregate
exposure going forward capped at $1.5 billion, due to the
elimination of inter-company credit lines, a restructuring of
lease residual support payments, and the refinancing of other
inter-company funding and business arrangements.  In addition,
according to the transaction terms, GM will retain a $20 billion
portfolio of retail lease and installment loan assets with a book
value of approximately $4 billion.  Moody's said the reduction of
these exposures would reduce the firm's vulnerability to a GM
bankruptcy.  Moody's would not expect GMAC to be forced into
bankruptcy as a direct result of a GM filing.

A strengthening of GMAC's liquidity profile would also be viewed
as a credit positive.  To this end, Moody's notes that Citibank
has committed to provide to GMAC a new $25 billion secured
borrowing facility that GMAC will be able to access to fund less-
liquid assets, including commercial finance assets and auto
leases.  Though this facility is not part of the sale transaction,
Moody's will evaluate the structure's potential to create new
funding alternatives for GMAC's more difficult to finance asset
classes.  Moody's also said that it will balance the positive
liquidity benefits provided by such a facility with the rising
levels of secured debt in GMAC's capital structure, and consider
its effect on the structural subordination and recovery prospects
for GMAC's unsecured creditors.

Moody's review of ResCap's ratings continues to focus on any
further accounting or control issues, the company's continued
efforts to extinguish its inter-company debt with GMAC, and the
final closing of GM's sale of GMAC to a group led by Cerberus.

Moody's also stated that, assuming the sale of GMAC closes as
planned, key credit drivers for ResCap's rating will include:

   1) ResCap's efforts to strengthen its accounting and other
      operational and financial controls, and the control culture
      in which those policies are applied;

   2) ResCap's evolving strategic direction, focusing on the
      relative speed and development of its various business
      lines and its international expansion;

   3) further integration of the company's business lines, which
      until recently have been operating autonomously; and

   4) ResCap's evolving financing structure, with a focus on the
      company's capital structure, leverage and liquidity risk.

Furthermore, Moody's stated that even if the sale of GMAC does not
close, it would most likely maintain the current Baa3 and Prime-3
ratings of ResCap.  This rating action would reflect Moody's
expectation that ResCap would likely be sold on its own if the
GMAC sale efforts are abandoned.

GMAC, wholly owned by GM, provides retail and wholesale financing
in support of GM's automotive operations and is one of the world's
largest non-bank financial institutions.  GMAC reported 2005
earnings of $2.4 billion.

ResCap is a holding company for the real estate financing
businesses of GM, including GMAC-RFC Holding and GMAC Residential
Holding Corp.


GMAC COMMERCIAL: Fitch Lifts $2.7MM Class O-1 Certs.' Rating to B+
------------------------------------------------------------------
Fitch upgraded and removed from Rating Watch Positive the GMAC
commercial mortgage pass-through certificates, series 2002-C3, as:

   -- $9.7 million class H to 'A' from 'BBB'

In addition, Fitch upgrades these:

   -- $11.7 million class C to 'AAA' from 'AA'
   -- $18.5 million class D to 'AAA' from 'A+'
   -- $11.7 million class E to 'AA+' from 'A'
   -- $9.7 million class F to 'AA' from 'A-'
   -- $9.7 million class G to 'AA-' from 'BBB+'
   -- $18.5 million class J to 'BBB+' from 'BBB-'
   -- $8.7 million class K to 'BBB' from 'BB+'
   -- $5.8 million class L to 'BBB-' from 'BB'
   -- $4.9 million class M to 'BB+' from 'BB-'
   -- $3.9 million class N to 'BB' from 'B+'
   -- $2.7 million class O-1 to 'B+' from 'B'

Also, Fitch affirms these classes:

   -- $174.5 million class A-1 at 'AAA'
   -- $406.4 million class A-2 at 'AAA'
   -- Interest-only class X-1 at 'AAA'
   -- Interest-only class X-2 at 'AAA'
   -- $29.2 million class B at 'AAA'
   -- $1.2 million class O-2 at 'B'

Fitch does not rate $17.5 million class P.

The rating upgrades reflect the increased credit enhancements
resulting from:

   * loan payoffs;

   * scheduled amortization; and

   * the additional defeasance of eight loans (8.8%) since Fitch's
     last rating action as well as levels of deals issued with
     similar characteristics.

As of the March 2006 distribution date, the pool has paid down
4.1% to $744 million from $777.4 million at issuance.  There
is one loan (1.2%) currently in special servicing.  The loan is
secured by an industrial building located in Muhlenberg Township,
Pennsylvania, and is 60 days delinquent.  The property is
currently listed for sale and no losses are expected.

One loan (1.3%), secured by a 170-unit hotel property, is located
in New Orleans, Louisiana, and was affected by Hurricane Katrina.
According to the master servicer, operations have not been
interrupted; however, 24 units are off-line due to damages from
the hurricane.  Repairs are currently underway and expected to be
completed shortly.  As of April 2006 the occupancy was 66%.


GMAC COMMERCIAL: Fitch Ups Class G Certs.' Rating to BBB- from BB+
------------------------------------------------------------------
Fitch Ratings removed from Rating Watch Positive and upgraded GMAC
Commercial Mortgage Securities, Inc.'s mortgage pass-through
certificates, series 1997-C1, as:

   -- $93.3 million class E certificates to 'AAA' from 'A+'
   -- $25.5 million class F certificates to 'AAA' from 'A-'

In addition, Fitch upgrades these certificates:

   -- $84.8 million class G certificates to 'BBB-' from 'BB+'

Also, Fitch affirms these certificates:

   -- $395.1 million class A-3 certificates at 'AAA'
   -- Interest-only class X certificates at 'AAA'
   -- $67.9 million class B certificates at 'AAA'
   -- $50.9 million class C certificates at 'AAA'
   -- $50.9 million class D certificates at 'AAA'

Classes A-1 and A-2 have been paid in full.  Fitch does not rate
the $57.8 million class H.  The balance of class J was depleted
from the losses incurred from the disposition of a specially
serviced loan.

The upgrades are the result of increased subordination levels due
to:

   * loan payoffs;

   * scheduled amortization; and

   * the defeasance of an additional 4 loans (5.9%) since Fitch's
     last rating action.

As of the March 2006 distribution date, the pool's aggregate
certificate balance decreased 50.1% since issuance to $826.2
million from $1.7 billion.  Of the original 355 loans in the pool,
191 loans remain outstanding.  To date, the transaction has
realized losses in the amount of $52.5 million.

There are three assets (1.7%) in special servicing.  The largest
loan (1.4%) is secured by a 210-unit health care property located
in San Mateo, California.  The loan transferred to the special
servicer due to litigation between the borrower and lessee and
imminent default.  The special servicer is in negotiations with
the borrower.  The loan remains current, and no losses are
currently expected.


GOODYEAR TIRE: Aims to Cut Over $40 Mil. in Global Operation Costs
------------------------------------------------------------------
The Goodyear Tire & Rubber Company will close a high-cost tire
plant in the United Kingdom as part of its strategy to reduce
costs in its worldwide operations.

The company initiated a process to close its Goodyear Dunlop Tyres
UK passenger tire factory in Washington, where it has begun
consultation with union representatives.   The closure is expected
to result in annual savings of approximately $20 million and
charges of between $75 million and $85 million.  The cash portion
of this charge is estimated to be $35 million to $40 million.

Goodyear will also cease production of bicycle tires and inner
tubes at its Debica, Poland, facility.  In addition, the Company
will undertake cost reduction measures in logistics, retail and
administration in its European Union, Asia Pacific and Engineered
Products business units.

In total, the actions are expected to eliminate about 1,500
positions, create annual savings of between $40 million and $50
million and result in a charge of between $105 million and $115
million.  Of the total charge, approximately $55 million will be
recognized in the first and second quarters of 2006.  The cash
portion of these charges is estimated to be between $60 million
and $65 million.

                        About Goodyear Tire

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

                         *     *     *

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


GOODYEAR TIRE: Dunlop's Savings Plan Hires Bober Markey as Auditor
------------------------------------------------------------------
Goodyear Dunlop Tires North America, Ltd. Employee Savings Plan
for Bargaining Unit Employees hired Bober, Markey, Fedorovich &
Company to audit its financial statements for the year ended
December 31, 2005.  Bober, Markey replaces PricewaterhouseCoopers
LLP, which was dismissed on March 31, 2006.

The Board of Directors of Goodyear Dunlop Tires North America,
Ltd., a The Goodyear Tire & Rubber Company subsidiary, approved
the change independent accountants.

PwC's reports on the financial statements of the Plan for the
fiscal years ended December 31, 2004 and 2003, did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting
principle.

The Plan and PwC did not have unresolved disagreements with PwC on
any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which
disagreements.

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

                         *     *     *

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


GRAHAM PACKAGING: Incurs $52.6 Million Net Loss in 2005
-------------------------------------------------------
Graham Packaging Holdings Company, parent company of Graham
Packaging Company, L.P., reported net sales of $2.473 billion for
the year ended December 31, 2005, an increase of $1.120 billion,
or 82.8%, over 2004.

"The increase in net sales was due to the ongoing impact of our
acquisition of O-I Plastic Containers (O-I PC) in 2004, the
principal driver of a 53.9 percent increase overall in container
units sold, and an increase in resin prices," Graham Packaging
Chairman and CEO Philip R. Yates said.

"We are pleased with the jump in net sales, but 2005 was a
challenging year in many respects," Mr. Yates said.  "Obviously,
the unprecedented supply and pricing of resin related to the fall
hurricanes impacted the entire industry.  Through extraordinary
efforts, the incurrence of certain costs and a related increase in
inventories, we were able to keep all of our customers supplied
during a difficult period."

Nonetheless, Mr. Yates said the company's North American sales
were up 90.8 percent in 2005.  Sales increased across the board in
all of its product categories.  Mr. Yates said sales were up 38.5
percent in Europe and 49.6 percent in South America.

"We continued to make significant headway in 2005 with the
integration of O-I PC, and the results of this integration have
met our expectation," Mr. Yates said.

Graham Packaging purchased O-I PC in the fall of 2004, nearly
doubling the size of the company.  The company's global network
now consists of 8,900 employees at 88 facilities that account for
nearly 1,000 production lines worldwide.

"We have begun to see some of the synergies, productivity
enhancements, and portfolio growth that we anticipated at the
outset of the integration process," Mr. Yates said, "and we expect
the beneficial effects to become even more evident as we move
forward."

Chief Financial Officer John E. Hamilton said operating income
for 2005 was $147.1 million, an increase of $49.0 million, or
49.9%, over 2004 operating income of $98.1 million.  2005
operating income included reorganization and transaction related
costs and project start-up costs of $59.3 million versus
$36.7 million in 2004.

Mr. Hamilton said net interest expense increased to $184.4 million
in 2005, up by $43.9 million over 2004.  He said the increase was
primarily related to significantly higher debt levels in 2005
following the company's refinancing to acquire O-I PC, partially
offset by 2004 having included the write-off of debt issuance fees
from the company's prior senior credit agreement and tender and
call premia associated with the redemption of the company's prior
senior subordinated notes and senior discount notes.

As a result, Mr. Hamilton said, the company recorded a net loss of
$52.6 million in 2005, compared to a net loss of $40.6 million in
2004.

He added, however, that for 2005, covenant compliance EBITDA
(earnings before interest, taxes, depreciation and amortization)
was $474.2 million.  Without certain pro forma adjustments of
$41 million, covenant compliance EBITDA for 2005 was
$433.2 million.

Graham Packaging, currently operating with 88 plants worldwide,
designs, manufactures and sells technology-based, customized
blow-molded plastic containers for the branded food and beverage,
household, personal care/specialty, and automotive lubricants
product categories.  The company produces more than 20 billion
container units at 88 plants in North America, Europe, and
South America, and had 2005 sales for the last 12 months of
$2.5 billion.

The Blackstone Group of New York is the majority owner of Graham
Packaging.

                         *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit ratings on Graham Packaging Holdings and its 100%-owned
operating subsidiary, Graham Packaging Co., on Sept. 15, 2004.  
S&P says the outlook is positive.


GREAT ATLANTIC: Declares $300 Million Dividend Payable on April 25
------------------------------------------------------------------
The Great Atlantic & Pacific Tea Company, Inc. (NYSE:GAP) declared
a special cash dividend of $7.25 per share payable on April 25,
2006 to shareholders of record as of April 17, 2006.  The dividend
payout will total approximately $300 million based on the current
shares outstanding.  The transaction will be funded primarily by
cash available on the balance sheet resulting from the strategic
restructuring of the Company during 2005.

"We're very pleased to reward our stockholders with this special
dividend," Christian Haub, Executive Chairman of The Board of
Directors, said.  "It reflects our growing confidence at this time
in A&P's future as operating results continue to improve under our
new management team and the substantial resources we have on our
balance sheet as a result of last year's very successful sale of
A&P Canada.

"The strong financial position we find ourselves in makes it
possible to demonstrate our commitment to driving shareholder
value and rewarding our stockholders for their support in the
past; while also providing the investment capability to complete
our turnaround, grow our business, and address strategic
opportunities that will arise." Mr. Haub said.

                            About A&P

Headquartered in Montvale, New Jersey, The Great Atlantic &  
Pacific Tea Company, Inc. operates 637 supermarkets in 10 states,  
the District of Columbia and Ontario, Canada under the trade
names: A&P, Waldbaum's, The Food Emporium, Super Foodmart, Super
Fresh, Farmer Jack, Sav-A-Center and Food Basics.  Sales for the  
fiscal year ended Feb. 26, 2005 were approximately $10.8 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Moody's Investors Service confirmed The Great Atlantic & Pacific
Tea Company, Inc.'s

     -- Long Term Corporate Family Rating at B3;
     -- Senior unsecured notes and bonds at Caa1; and
     -- Multi-seniority shelf at:

        * (P)Caa1 for senior,
        * (P)Caa2 for subordinated,
        * (P)Caa2 for junior subordinated, and
        * (P)Caa3 for preferred stock.

The outlook is stable.


GUNDLE/SLT ENVT'L: Incurs $353,000 Net Loss in Fourth Quarter
-------------------------------------------------------------
Gundle/SLT Environmental, Inc., reported a $353,000 net loss for
the quarter ended December 31, 2005, compared with net income of
$271,000 for the comparable period in 2004.  Revenues for the
fourth quarter of 2005 were $73.4 million, up from $67.4 million
for the same quarter of 2004.

For the year ended December 31, 2005, the Company recorded net
income of $694,000 compared to $1,996,000, on a combined basis, in
2004.  Revenues for fiscal 2005 were $317.6 million compared to
$287.9 million, on a combined basis, in 2004.

Samir T. Badawi, President and Chief Executive Officer said, "2005
presented the Company with many challenges, but we still managed
to increase gross profits over last year.  We overcame the decline
in business from national solid waste customers by higher sales in
International markets and from higher margins in installation
services in Europe.  During the fourth quarter, despite the
scarcity in raw materials in the U.S., we were able to deliver our
products to customers and were able to maintain our margin spread
over resin costs in spite of the run up in resin prices during
that period."

Income from operations in the fourth quarter of 2005 was
$3.9 million, compared with $3.5 million in the fourth quarter of
2004.  Gross profit in the fourth quarter of 2005 increased due to
higher volumes and increased gross margins on a dollar per unit
basis, compared to the same period in 2004.  Partially offsetting
the increase in income from operations was $395,000 from due
diligence costs related to acquisitions that are no longer being
pursued, and higher selling, general and administrative expenses.  
For fiscal 2005, income from operations was $21.0 million,
compared to $15.4 million in 2004.  The increase was primarily due
to the absence of merger related expenses of $5.9 million incurred
in 2004.

Earnings before interest, taxes, depreciation and amortization, or
EBITDA, as adjusted in accordance with the terms of the Company's
credit agreement for its senior credit facility, was $9.9 million
for the fourth quarter of 2005, up $1.8 million or 22.2% from the
comparable period in 2004.  For fiscal 2005, adjusted EBITDA was
$40.9 million compared to $36.8 million in 2004.

The Company disclosed on January 3, 2006 that it had acquired the
operating assets of SL Limitada, a privately owned company located
in Santiago and Antofagasta, Chile.  Mr. Badawi said, "We expect
that our Chilean operations will have a positive impact to 2006
results through higher volumes, improved plant utilization and
savings in transportation and selling costs."

Gundle/SLT Environmental, Inc., headquartered in Houston, markets
and manufactures geosynthetic lining solutions, products and
services used in the containment and management of solids, liquids
and gases for organizations engaged in waste management, mining,
water and wastewater treatment, and aquaculture.

                         *     *     *

Standard & Poor's Ratings Services assigned a B+ credit rating on
Gundle/SLT Environmental in April 2004.  Gundle/SLT
Environmental's $150 million Senior Notes due December 2011
carries S&P's B- rating.  S&P placed B+ rating on Gundle/SLT
Environmental's $25 million term loan due December 2010.   S&P
said the outlook is stable.


HEALTHTRONICS INC: Delayed Financials Cue Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service placed HealthTronics, Inc.'s ratings
under review for possible downgrade following the company's
announcement on March 31, 2006 that its financial statements
should be restated.

Ratings placed under review for possible downgrade are:

   * Corporate family rating, rated Ba3

   * $50 million senior secured revolving credit facility
     due 2010, rated Ba3

   * $125 million senior secured term loan B due 2011, rated Ba3

The review for possible downgrade follows the company's failure to
file its Form 10-K with the SEC on a timely basis with no clear
guidance with respect to when the financial statements will be
filed.  Form NT 10-K, Notification of Late Filing was filed on
March 16, 2006 with the SEC.  It is Moody's understanding that the
company is considering the restatement of its financial statements
for its 2001, 2002, 2003 and 2004 fiscal years as well as for the
quarterly periods in 2004 and 2005.

Contributing to the action is the lack of an appointment of a
permanent Chief Executive Officer of the company.  The former
incumbent in the position resigned effective Oct. 15, 2005.  An
active search is on-going.  Mr. John Q. Barnidge, Senior Vice
President and CFO was appointed as Interim President and CEO as of
Dec. 1, 2005.

HealthTronics, Inc., provides lithotripsy services through
partnerships with urology physicians and it manufacturers a line
of specialty medical devices primarily for the urologic industry.
The company is additionally a global leader in the design,
engineering, and manufacturing of specialty vehicles used for the
transport of high technology, medical, broadcast and
communications equipment.  The Company has announced previously
that the Specialty Vehicle business is being sold.  On a pro-forma
basis for the twelve months ended Sept. 30, 2005, revenue was
approximately $253 million.


INVESCO CBO: Debt Quality Decline Cues Moody's Ratings Downgrade
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of these notes
issued in 2000 by Invesco CBO 2000-1 Ltd., a high-yield
collateralized bond obligation issuer:

   1) The $19,500,000 Class B-1L Floating Rate Notes Due 2012

      Prior Rating: Baa3, on watch for possible downgrade
      Current Rating: Ba2

   2) The $8,000,000 Class B-2 11.15% Notes Due 2012

      Prior Rating: Ba3, on watch for possible downgrade
      Current Rating: Caa2

The rating actions reflect the deterioration in the credit quality
of the transaction's underlying collateral portfolio, consisting
primarily of corporate bonds.  As reported in the March 2006
trustee report, the weighted average rating factor was 3127,
significantly higher than the transaction's trigger level of 2650,
and the weighted average coupon test was 9.058%, below the trigger
level of 9.528%.


IPAYMENT INC: S&P Puts CCC+ Rating on Proposed $285 Million Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Nashville, Tennessee-based iPayment, Inc.
      
"At the same time, we assigned our 'CCC+' subordinated debt rating
to the company's proposed $285 million in notes issued under Rule
144(a), and our 'B' senior secured and '2' recovery ratings to a
$500 million credit facility," said Standard & Poor's credit
analyst Lucy Patricola.
     
The facilities consist of:

   * a six-year, $50 million revolver; and
   * a seven-year, $450 million term loan.

The outlook is stable.
     
Proceeds will be used to fund a management buyout of the company
for approximately $800 million and refinance existing debt.
iPayment is a processor of credit-card transactions for small
businesses.  The company's present portfolio consists of about
140,000 merchants, generating about $25 billion of sales volume
and revenue to iPayment of $702 million.
     
The ratings reflect:

   * the company's narrow product portfolio;
   * short operating history at its current level;
   * significant reliance on outsourcing for key functions; and
   * high leverage.

These factors partly are offset by its niche market position in
the very large and competitive credit card processing industry and
expected moderate cash flow.
     
iPayment is a very small participant in its industry, representing
approximately 2% of existing merchant locations and processing 1%
of volume.  The company has grown rapidly through acquisition to
its current portfolio of 140,000 merchants, nearly doubling in
volume processed every year for the last three years.  The company
experiences about a 15% annual attrition rate -- measured by
volume -- because of:

   * business failure;
   * merchant displacement from a competitor; or
   * termination, requiring constant replenishment of the base.

While new account activations are substantial industry-wide,
iPayment needs to secure a larger percentage of these new
accounts, compared to a year ago, in order to maintain its current
position.  Additionally, the quality of the new accounts must be
maintained in order to sustain the company's low merchant-loss
history.


J.L. FRENCH: Releases Schedules of Assets & Liabilities
-------------------------------------------------------
J.L. French Automotive Castings, Inc., and its debtor-affiliates
delivered its Schedules of Assets and Liabilities to the U.S.
Bankruptcy Court for the District of Delaware, disclosing:

     Name of Schedule               Assets        Liabilities
     ----------------               ------        -----------
  A. Real Property
  B. Personal Property           $341,357,621
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                               $466,025,467
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                        $95,740,865
                                 ------------     ------------
     Total                       $341,357,621     $561,766,332

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is one of the  
world's leading global suppliers of die cast aluminum components
and assemblies.  There are currently nine manufacturing locations
around the world including plants in the United States, United
Kingdom, Spain, and Mexico.  The company has fourteen
engineering/customer service offices to globally support our
customers near their regional engineering and manufacturing
locations.  The Company and its debtor-affiliates filed for
chapter 11 protection on Feb. 10, 2006 (Bankr. D. Del. Case Nos.
06-10119 to 06-10127).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones, and Marc Kieselstein, P.C., at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.
When the Debtor filed for chapter 11 protection, it estimated
assets and debts of more than $100 million.


J.L. FRENCH: Panel Wants to Hire Foley & Lardner as Lead Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of J.L. French
Automotive Castings, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware for authority to
retain Foley & Lardner LLP as its lead counsel, nunc pro tunc to
Feb. 21, 2006.

Foley & Lardner will:

   a) advise the Committee with respect to its rights, powers and
      duties;

   b) advise the Committee in its consultations with the Debtors
      relative to the administrative of the Chapter 11 cases;

   c) advise the Committee in analyzing the claims of the Debtors'
      creditors and in negotiating with the creditors;

   d) advise the Committee with respect to its investigation of
      the acts, conduct, assets, liabilities, and financial
      condition of the Debtors, the operations of the Debtors'
      businesses and the desirability of the continuance of any
      businesses, and any other matters relevant to the Chapter 11
      cases or to the formulation of a plan;

   e) assist the Committee in its analysis of, and negotiations
      with, the Debtors or any third party concerning matters
      related to, among other things, DIP financing to be obtained
      in these cases and the terms of a chapter 11 plan or plans
      for the Debtors;

   f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in these cases;

   g) represent the Committee at hearings and other proceedings;

   h) review and analyze all applications, orders, statements of
      operations, and schedules filed with the Court and advise
      the Committee as to their propriety;

   i) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objections; and

   j) perform any other legal services as may be required and are
      deemed to be in the interests of the Committee in accordance
      with the Committee's powers and duties.

The Firm's professionals bill:

       Professional               Designation         Hourly Rate
       ------------               -----------         -----------
       Judy A. O'Neill            Partner                $550
       William McKenna            Partner                $490
       Nicole Y. Lamb-Hale        Partner                $425
       Daljit s. Doogal           Partner                $425
       Laura J. Eisele            Partner                $430
       John A. Simon              Associate              $385
       David G. Dragich           Associate              $370
       James Harrington           Associate              $350
       Veronica L. Crabtree       Paraprofessional       $150

Judy A. O'Neill, Esq., a Foley & Lardner partner, assures the
Court that the Firm is a "disinterested person" as that term is
defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Sheboygan, Wisconsin, J.L. French Automotive
Castings, Inc. -- http://www.jlfrench.com/-- is one of the  
world's leading global suppliers of die cast aluminum components
and assemblies.  There are currently nine manufacturing locations
around the world including plants in the United States, United
Kingdom, Spain, and Mexico.  The company has fourteen
engineering/customer service offices to globally support our
customers near their regional engineering and manufacturing
locations.  The Company and its debtor-affiliates filed for
chapter 11 protection on Feb. 10, 2006 (Bankr. D. Del. Case Nos.
06-10119 to 06-10127).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones, and Marc Kieselstein, P.C., at Kirkland &
Ellis LLP, represent the Debtors in their restructuring efforts.
When the Debtor filed for chapter 11 protection, it estimated
assets and debts of more than $100 million.


JUSTICE RESOURCE: Moody's Lifts Rating on $5.5 Mil. Bonds to Ba1
----------------------------------------------------------------
Moody's Investors Service upgraded the rating on Justice Resource
Institute to Ba1 from Ba2.  The rating outlook is stable. The
rating applies to $5.5 million of Series 1998 bonds issued through
the Massachusetts Development Finance Agency.  Justice Resource
Institute also has $6 million of parity debt outstanding backed by
a letter of credit.  These bonds do not carry an underlying rating
and are backed by a letter of credit from Bank of America.

The upgrade is largely driven by continued favorable operating
performance and growing liquidity resulting from the past merger
of Justice Resource Institute and Concord Family and Youth
Services.  However, risks associated with JRI's debt structure and
the limitation on profitability and liquidity growth that stems
from its highly regulated service array remain present.

Legal Security: Lien on gross revenues of JRI; Concord Family and
   Youth Services merged with JRI in FY2004.  The Series 1998
   bonds also have a mortgage interest in certain former Concord
   Family and Youth Services facilities.

Interest Rate Derivatives: JRI entered into a swap agreement
   through 2009 to synthetically fix the rate on its variable
   Series 2002 bonds.  Under the agreement JRI receives a
   variable, LIBOR based payment from the counterparty in
   exchange for a payment of a fixed rate by JRI.  Because the
   swap agreement expires prior to the expected amortization of
   the Series 2002 bonds, JRI is somewhat exposed to rising
   interest rates after 2009.  Moody's has incorporated this risk
   into the Ba1 rating.

Strengths:

* Healthy market position as large human service provider in
   Massachusetts, with additional sites in Pennsylvania and Rhode
   Island, with a strong reputation for serving youths with
   developmental, emotional and behavioral problems in
   residential programs

* Positive operating results in FY2005, the second year of
   combined financial statements for the organization, with
   sizeable revenue base

* Growing liquidity, providing an improving cushion relative to
   operations

Challenges:

* Limited opportunity for large surpluses or rapid growth in
   liquidity, similar to all human service providers, given
   restrictive payment environment

* Capital structure presents some additional risks, including
   covenants under letter of credit agreement on the Series 2002
   bonds and variable rate exposure despite swap agreement

Recent Developments/Results:

JRI is a diversified human service provider, with a combination of
residential and non-residential services, educational programs,
trauma services and a number of other service lines targeted to
children and families with developmental disabilities.  In
addition, JRI maintains a limited number of sites in Rhode Island
and Pennsylvania, providing a modest amount of diversity outside
of the Commonwealth of Massachusetts.

Due to a programmatic change in the Commonwealth's Commonworks
program, JRI will experience a decline in revenues of
approximately $17 million in FY2006, matched by an equal decline
in expenses.  This decline represents the loss of pass through
revenues and expenses and JRI remains the lead for the replacement
program for its region in southeastern Massachusetts.

In addition to $5.5 million of fixed rate Series 1998 bonds, JRI
has $6.0 million of debt outstanding under a variable Series 2002
bond backed by a letter of credit with Bank of America.  The
letter of credit agreement extends through January of 2007, and
includes several restrictive covenants that, if violated, would
allow the bank to declare an event of default and accelerate
repayment to the bank of amounts tendered.  Under these
circumstances, which are not expected under presently stable
circumstances, the Series 1998 bondholders could, in effect, be in
a subordinate position to the organization's liquidity despite a
parity pledge of revenues.  In addition, JRI's cash position is
somewhat elevated by a $2 million balance on an operating line of
credit at the end of FY2005.  Total unrestricted cash would be
$12.5 million or 57 days cash on hand without these funds.

JRI has no additional debt plans at this time and expects to fund
all capital investment from operating cash flow.

Outlook: The stable outlook reflects our expectation that JRI
   will maintain a strong reputation as one of the larger human
   service providers in Massachusetts, while sustaining operating
   performance sufficient to fund capital renewal.

What Could Change the Rating Up: Rapid expansion of liquidity and
   sustained improvement in operating cash flow

What Could Change the Rating Down: Significant operating
   deficits; rapid decline in liquidity; loss of significant
   programs or contracts and associated revenues

Assumptions & Adjustments:

  -- Based on financial statements for Justice Resource
     Institute, Inc.
  -- First number reflects audit year ended June 30, 2004
  -- Second number reflects audit year ended June 30, 2005
  -- Investment returns normalized at 6% unless otherwise noted

   * Total operating revenues: $78.7 million; $83.4 million
   * Moody's-adjusted net revenue available for debt service:
     $4.1 million; $5.0 million
   * Total debt outstanding: $12.1 million; $11.6 million
   * Maximum annual debt service (MADS): $930,000; $930,000
   * MADS Coverage based on reported investment income: 4.2
     times; 5.0 times
   * Moody's-adjusted MADS Coverage: 4.4 times; 5.3 times
   * Debt-to-cash flow: 3.4 times; 2.6 times
   * Days cash on hand: 47 days; 66 days
   * Cash-to-debt: 81.6%; 125.3%
   * Operating margin: 1.9%; 2.2%
   * Operating cash flow margin: 4.4%; 4.7%

Rated Debt: Series 1998 -- Ba1


LEVITZ HOME: Panel Sues to Unbundle 1999 42-Store Unitary Lease
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Levitz Home
Furnishings, Inc., and its debtor-affiliates asks the U.S.
Bankruptcy Court for the Southern District of New York to declare
that:

     a) the agreement dated June 8, 1999, as amended, between the
        Debtors and Levitz SL, L.L.C., and its related entities,
        does not actually constitute a so-called "unitary lease"
        of real property, but rather 42 distinct leases which, as
        of the Petition Date, governed the Debtors' occupancy of
        42 of its retail and warehouse locations and the Debtors'
        monetary obligations to Levitz SL; and

     b) any provision in the alleged Unitary Lease that seeks to
        restrict the assumption, rejection or assignment of any of
        the 42 individual leases is deemed and found to be an
        unenforceable anti-assignment provision within the meaning
        of Section 365(f)(1) of the Bankruptcy Code.

The Debtors have consented to the Creditors Committee's filing of
the complaint.

The additional defendants related to Levitz SL are:

    * Levitz SL St. Paul, L.L.C.,
    * Levitz SL Oxnard, L.L.C.,
    * Levitz SL Sacramento, L.L.C.,
    * Levitz SL Woodbridge, L.L.C.,
    * Levitz Farmingdale, L.L.C.,
    * Levitz SL Willowbrook, L.L.C.,
    * Levitz SL Northridge, L.L.C.,
    * Levitz SL San Leandro, L.L.C.,
    * Levitz SL La Puente, L.L.C.,
    * HL Brea, L.L.C.,
    * HL Deptford, L.L.C.,
    * HL Hayward, L.L.C.,
    * HL San Jose, L.L.C.,
    * HL Scottsdale, L.L.C.,
    * HL Torrance L.L.C.,
    * HL Irvine I, L.L.C.,
    * HL West Covina, L.L.C.,
    * HL Glendale, L.L.C.,
    * HL Northridge, L.L.C.,
    * Levitz SL Langhorne, L.P.,
    * HL Fairless Hills, L.P.,
    * HL Downington, L.P., and
    * KLA Breuners, LLC.

Ronald R. Sussman, Esq., at Kronish Lieb Weiner & Hellman LLP, in
New York, explains that Levitz SL, et al., are either the tenants,
fee owners or "paying agents" under the alleged Unitary Lease.  
The Debtors are either a subtenant or primary tenant for the 42
premises identified in the alleged Unitary Lease.

The Debtors and Levitz SL, et al., also entered into two
collateral agreements, defined as the HomeLife Agreement and the
Huffman Koos Agreement, providing for, among other things, the
termination of, severing of, or entry into separate leases.

Mr. Sussman relates that with the exception of (i) a portion of
the October 2005 base rent and (ii) the current base rent
obligations for February 2006, since entry into the Initial
Agreement, the Debtors have made timely rent payments owed under
the alleged Unitary Lease to Levitz SL, et al., as landlord or
paying agent.

After receipt of rent payments from the Debtors, pursuant to the
alleged Unitary Lease, Levitz SL, et al., are obligated to, among
other things, forward rent payments to the individual landlords or
overlandlords.  Since December 2005, Levitz SL, et al., have
failed to forward rent payments to several Other Landlords.

             Impermissible Anti-Assignment Provisions

The Creditors Committee notes that the alleged Unitary Lease
contains impermissible anti-assignment provisions:

    (1) The parties of the Initial Agreement agreed that for the
        purposes of any assumption, rejection or assignment of the
        Lease under Section 365 of the Bankruptcy Code the lease
        is indivisible and non-severable, and covers one legal and
        economic unit which must be assumed, rejected or assigned
        as a whole with respect to all (and only all) the Demised
        Premises covered.

    (2) The Initial Agreement contained an express "cross default"
        provision, meant to ensure that a default of any of the
        terms or conditions of the Lease occurring with respect to
        any portion of the Demised Premises situated on a
        particular Shopping Center will be a default with respect
        to all the Demised Premises.

             Initial Agreement Intended to be Severable

Mr. Sussman relates that the Initial Agreement concerned 20
individual properties, owned by 20 individual landlords, located
in a variety of jurisdictions.  The various amendments to the
Initial Agreement resulted in the net addition of 22 leased
premises.

The Initial Agreement, Mr. Sussman notes, contains an express
grant of authority that allows Levitz SL, et al., to sever
particular rights and property interests at will.  Upon severance
of any individual lease, the Initial Agreement provides for
reduction in rent.

The Initial Agreement repeatedly recognizes that each of the
individual properties could be subject to various other
agreements and regulations, Mr. Sussman also remarks.

The power of Levitz SL, et al., to sever or add properties is a
clear indication that the Initial Agreement was intended to be
severable, the Creditors Committee submits.

Since 1999, the Alleged Unitary Lease has been amended no less
than 16 times, the last amendment took place on October 28, 2004.
According to Mr. Sussman, these amendments have repeatedly
changed the specific properties covered by the alleged Unitary
Lease, the amount of the rent and other characteristics of the
alleged Unitary Lease.

                        About Levitz Home

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of  
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.  
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Wants to Assign Woodbridge Lease to Birchfield
-----------------------------------------------------------
On Feb. 7, 2006, PLVTZ, LLC, and the Pride Capital Group, dba
Great American Group, as purchasers of Levitz Home Furnishings,
Inc. and its debtor-affiliates' assets, provided the Debtors with
a Lease Assumption Notice designating for assumption and
assignment an unexpired lease of nonresidential real property
located in Woodbridge, New Jersey.

Pursuant to Sections 363 and 365(a) of the Bankruptcy Code, the
Debtors ask the U.S. Bankruptcy Court for the Southern District of
New York to approve their assumption and assignment of the
Woodbridge Lease to Birchfield Ventures, LLC.

As of Dec. 31, 2004, Birchfield's assets total $4,800,000 while
its debts total $2,700,000.  Birchfield had a $1,600,000 line of
credit under which no amounts were owing.

Birchfield has provided Franell Realty Company, as Landlord, with:

    -- reviewed financial information for calendar year 2004; and
    -- preliminary financial results for calendar year 2005.

The Debtors indicate that the cure amount is $44,511.

         Franell Realty Objects & Seeks to Terminate Lease

Franell Realty Company complains that the Assumption Notice it
received does not contain any information concerning (a) the
intended use for the Premises or (b) the Debtors' proposed cure
claim.

Pursuant to the Lease, the Debtors or their predecessors have
operated a furniture store at the Premises since 1984.

S. Jason Teele, Esq., Lowenstein Sandler PC, in Roseland, New
Jersey, tells the Court that Birchfield intends to operate a
discount liquor store at the Premises.   In order to operate a
liquor store at the Premises, Birchfield will be required to
obtain a retail liquor license.

According to Mr. Teele, obtaining a retail liquor license in New
Jersey can be difficult:

    -- government approvals are required;
    -- insurance must be obtained; and
    -- renovations must be made.

Renovations can't be made unless Franell consents, Mr. Teele adds.

"Among other concerns, Franell fears that a discount liquor store
would bring ignominy to the Premises, thus devaluing the Premises
and the surrounding area," Mr. Teele says.

Franell objects to the assignment of the lease to Birchfield
because:

    (a) The Debtors have not established Birchfield's ability to
        perform under the terms of the lease;

    (b) The Lease Assumption Notice delivered by the Purchaser
        does not contain the information required by the Sale
        Order; and

    (c) The proposed use creates an undue hardship for Franell.

Franell is prepared to increase its offer for the Lease to
$485,000 and believes it should be deemed the successful bidder in
light of the lack of a showing of adequate assurance of future
performance and in order to avoid the hardship that would result
from the sale of the Premises to Birchfield.

Franell asks the Court for permission to terminate the Lease.  In
the alternative, Franell asks the Court to:

    -- determine that its bid, as modified, is the highest and
       best bid for the Premises; and

    -- approve the assignment of the Lease to Franell.

                        About Levitz Home

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of  
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.  
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LG.PHILIPS DISPLAY: U.S. Trustee Appoints Five-Member Committee
---------------------------------------------------------------
The U.S. Trustee for Region 3 appointed five creditors to serve on
an Official Committee of Unsecured Creditors in LG.Philips
Displays USA, Inc.'s chapter 11 case:

    1. LG International Corporation
       Attn: Young Jin Kim
       LG Twin Towers, 20 Yoidodoing, Youngdunpo-gu,
       Seoul, Republic of Korea
       Tel: (822) 3773-5126
       Fax: (822) 3773-4835

    2. AGA Displays, Inc.
       Attn: Pete Chepul
       2201 Water Ridge Parkway, Suite 400,
       Charlotte, NC 28217
       Tel: (704) 329-7616
       Fax: (704) 329-7624

    3. Delafoil Ohio, Inc.
       Attn: James R. Cash
       1775 Progress Drive
       Perrysburg, OH 43551
       Tel: (610) 692-1859

    4. ACBC USA Corporation
       Attn: Robert Visser
       200 Barr Harbor Drive, Suite 400
       West Conshohocken, PA 19428
       Tel: (360) 909-0609
       Fax: (610) 722-5116

    5. DNP Electronics America, LLC
       Attn: Kaoru Kondo
       2391 Fenton Street
       Chula Vista, CA 91914
       Tel: (619) 397-6725
       Fax: (619) 397-6729.

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

Headquartered in 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.


LINENS 'N THINGS: Posts Form 10-K Equivalent to Satisfy Indenture
-----------------------------------------------------------------
Linens 'n Things, Inc. has posted a Form 10-K equivalent annual
report on its Web site to report its 2005 financial results.  The
Form 10-K equivalent has been prepared, the company says, in
satisfaction of a covenant contained in the indenture governing a
$650 million issue of Senior Secured Floating Rate Notes due 2014.

A full-text copy of the Form 10-K equivalent annual report is
available for free at http://ResearchArchives.com/t/s?795

Linen 'n Things reports nearly $2.7 billion in net sales and
$152 million in EBITDA in fiscal 2005.  The retailer, controlled
by Apollo Management, L.P., National Realty & Development Corp.
and Silver Point Capital Fund Investments LLC, is solvent,
profitable and liquid.

Linens 'n Things -- http://www.lnt.com/-- is one of the leading,  
national large format retailers of home textiles, housewares and
home accessories. As of December 31, 2005, Linens 'n Things
operated 542 stores in 47 states and six provinces across the
United States and Canada.

                            *   *   *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Fitch initiated rating coverage of Linens 'n Things, Inc.  Fitch
assigned Issuer default rating at 'B-'; asset-based revolver at
'BB-/RR1'; and senior secured notes 'B-/RR4'.  Fitch said the
rating outlook is negative.

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Standard & Poor's Ratings Services assigned its single 'B'
corporate credit rating to specialty home furnishings retailer
Linens 'n Things Inc.  At the same time, Standard & Poor's
assigned its single 'B' secured debt rating and a recovery rating
of '2' to the $650 million senior secured floating-rate notes due
2014 to be co-issued by Linens and Linens 'n Things Center Inc.

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service assigned first time ratings to
Linens 'N Things, Inc.  Moody's assigned corporate family rating
at B3; $650 Million of senior secured guaranteed notes due 2014 at
B3; and speculative grade liquidity rating at SGL-3.  Moody's said
the outlook is stable.


LUCENT TECH: Alcatel Merger Cues Moody's to Put Ratings on Watch
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Lucent
Technologies, Inc. under review for possible upgrade following the
company's announcement of a definitive merger agreement with
Alcatel.

Should the merger be completed, the combined company would be a
leading telecommunications equipment supplier with approximately
$25 billion in sales based on calendar 2005 results.  The new
company would be well balanced geographically with one of the
broadest portfolios of wireless and wireline systems and largest
R&D capabilities in the industry.  While there are many challenges
to completing the merger and risks associated with integrating
such large multinational companies, Moody's believes that on
balance the announcement of a definitive merger agreement is a
positive event for debt holders and creditors of Lucent.

In its review, Moody's will focus on:

   1) the combined company's product portfolio and market
      position;

   2) the risks and challenges associated with merging the
      operations and cultures of two large companies which are
      based in different countries;

   3) the plan and timetable to address the integration
      challenges and to realize the targeted $1.7 billion annual
      pre-tax synergy benefits; and

   4) the pro forma capital structure of the merged entity and
      the relative ranking of Lucent debt securities.

The transaction is subject to shareholder approval and regulatory
and governmental reviews in the United States, Europe and
elsewhere.

Ratings placed under review include:

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

Lucent Technologies Inc. is headquartered in Murray Hill, New
Jersey and Alcatel is headquartered in Paris, France.  Both
companies are global providers of telecommunications equipment and
services.


MAC-GRAY: Discloses 2005 4th Quarter & Full-Year Fin'l Results
--------------------------------------------------------------
Mac-Gray Corporation (NYSE: TUC) reported its financial results
for the fourth quarter and year ended December 31, 2005.

Mac-Gray reported record revenue in the fourth quarter of
$69.3 million, an increase of 39% from 2004 fourth-quarter revenue
of $49.7 million.  Net income for the quarter was $1.6 million
compared with fourth-quarter 2004 net income of $1.8 million.  
Fourth-quarter 2005 net income includes a gain on the change in
value of derivative instruments of $217,000 and a pre-tax charge
related to the 2005 hurricanes (Katrina & Wilma) of $316,000.  
Excluding these items, adjusted net income for the fourth quarter
of 2005 was $1.7 million.

For the fourth quarter, Mac-Gray's earnings before interest
expense, provision for income taxes, depreciation and amortization
expense (EBITDA), grew $4.2 million, or 43%, to $14.0 million, up
from $9.8 million in the fourth quarter of 2004.

                             Year-End Results

For the year ended December 31, 2005, Mac-Gray reported record
revenue of $260.6 million, an increase of 43% from revenue of
$182.7 million for 2004.  Net income for 2005 was $12.1 million
compared with $5.3 million for 2004.  Adjusted net income for
2005 was $5.2 million, or $0.39 per diluted share, compared with
$4.7 million.

Adjusted net income for 2005 excludes a $10.8 million pre-tax gain
on the sale of real estate, a $1.9 million pre-tax gain on the
termination of derivative contracts, a $668,000 pre-tax charge for
the early extinguishment of debt, and the $316,000 pre-tax charge
related to the hurricanes.

Adjusted net income for 2004 excludes a pre-tax charge for early
extinguishment of debt of $183,000 and a pre-tax gain on the
non-recurring sale of assets of $1.2 million.

For the year ended December 31, 2005, the Company's EBITDA grew
$18.1 million, or 53%, to $52.4 million, up from $34.3 million for
2004.

       Comments on the Fourth Quarter and Year-End Results

"Mac-Gray capped another year of substantial growth with a solid
fourth-quarter performance," said Stewart MacDonald, Mac-Gray's
chairman and chief executive officer.  "Revenue in our core
laundry facilities management business was up 54% for the
quarter and 55% for the year.  The Western assets we acquired
in January 2005 drove the majority of that revenue growth, but
we also generated considerable organic growth of 4.3% in our
pre-acquisition facilities business primarily due to a record
number of new accounts being added during 2005.  Organic growth
also was driven by vend increases, conversion from coin to card
systems, and the effect of improving apartment occupancy rates in
most of our primary markets, continuing a rebound that began in
2004.  The record number of new accounts in 2005 resulted in total
capital expenditures, including contract incentives, for the year
of $30.9 million.

"Due to the economies of scale afforded by our recent
acquisitions, as well as the incremental leverage we derive from
our organic growth, we improved annual 2005 EBITDA in our laundry
facilities management business, as compared to 2004, by 1.5%,
expressed as a percentage of revenue.  Specifically, we saw an
incremental improvement in our rent expense, which constitutes the
single largest cost in our core business.  This reduction in rent
expense, as well as improvement in operating costs, enabled us to
grow EBITDA more rapidly than revenue, to a record level in 2005.

"Revenue in our Product Sales group was essentially flat
quarter-over-quarter.  A 14% gain within our MicroFridge business
was offset by a 20% decline in Laundry Equipment Sales, which had
recorded an abnormally strong fourth quarter in 2004.

"For the year, Product Sales were $45.8 million, up 8.5% from
$42.2 million in 2004.  For MicroFridge, significant strength in
both the hospitality and academic sectors drove 12% sales growth
for the division year-over-year.

"We made good progress during the fourth quarter in addressing
MicroFridge's margin, which remains under pressure from
significantly increased cost of products, freight, handling, and
storage expenses.  We are initiating price increases, instituting
fuel surcharges and eliminating some low-turnover products.  While
it remains below historical levels, we improved MicroFridge's
quarterly margin to 21%, compared with 16% in the third quarter.

"Our bottom-line performance in the fourth quarter was affected by
several items.  We received a $217,000 gain from the change in
value of some derivatives we purchased early in 2005 connected
with our January 2005 acquisition.  We also incurred a $316,000
loss related to equipment that was destroyed or damaged by
Hurricanes Katrina and Wilma.  Most significantly, interest
expense in the quarter was $2.1 million greater than the fourth
quarter of 2004 due to incremental borrowing of approximately
$110 million for the January 2005 acquisition, as well as
approximately 2% higher interest rates associated with the
$150 million in bonds we issued in August 2005.

"The new bonds, which provide for a fixed rate and no amortization
for 10 years, affords us the financial flexibility to continue
to capitalize on accelerating internal growth opportunities, as
well as pursue additional acquisitions.  In January 2006, we
leveraged those new capital resources when we acquired a New
England-based laundry facilities management company for
approximately $11.5 million in an all-cash transaction.  That
acquisition is expected to contribute approximately $8 million to
our 2006 revenue and to increase our competitiveness within our
eastern New England markets.

"During the fourth quarter, we reduced our total funded debt by
$8.1 million, ending the year at $166.7 million.  We lowered our
debt level even while spending $7.4 million in the quarter and
$30.9 million for the year on capital expenditures.  Our ability
to grow internally and through acquisitions, while reducing debt,
reflects the cash flow component of our model and the overall
health of our business.

             Business Outlook and Financial Guidance

"In 2006, we will continue to execute our ongoing strategy of
reinvesting in our core facilities management business and
creating a stronger foundation for its organic growth," said
Mr. MacDonald.  "As appropriate, we also will pursue selective
acquisition opportunities.  Our outlook for organic growth is
promising, particularly as our sales group in the western states
enters their second year operating under our business approach and
goals.  We enter 2006 with a larger than normal pipeline of new
business.

"Another driver for our organic growth in 2006 will be our
technology, which remains a key differentiator for Mac-Gray.  
Interest in our LaundryView(TM) product remains very high, aided
by increasing media attention.  We were pleased by the licensing
arrangement with Syracuse University we announced in January 2006
because it demonstrates that the potential for the LaundryView
system is not limited to our existing clients.  We believe that
LaundryView will become the industry standard in the years ahead
-- maximizing our visibility and increasing our opportunities for
revenue within the ever-important academic marketplace," concluded
Mr. MacDonald.

Based on ongoing corporate initiatives and current market
conditions, Mac-Gray's guidance for the full year 2006 is set
forth below:

   * Revenue in the range of $270 million to $290 million;

   * Depreciation and amortization in the range of $33 million to
     $37 million;

   * Interest expense in the range of $12 million to $15 million;

   * An income tax rate of 42% to 43%;

   * Diluted earnings per share in the range of $0.35 to $0.45;
     and

   * Total capital expenditures in the range of $34 million to
     $37 million, including laundry facilities management contract
     incentives.

                         About Mac-Gray

Mac-Gray Corporation -- http://www.macgray.com/-- contracts card-  
and coin-operated laundry facilities in multiple housing
facilities such as apartment buildings, college and university
residence halls, condominiums and public housing complexes.  Mac-
Gray contracts its laundry rooms under long-term leases.  These
leases typically grant Mac-Gray exclusive contract rights to
laundry rooms on the lessor's premises for a fixed term, which is
generally seven to 10 years, in exchange for a negotiated portion
of the revenue collected.  Mac-Gray serves approximately 63,000
multi- housing laundry rooms located in 40 states and the District
of Columbia.

Mac-Gray also sells, services and leases commercial laundry
equipment to commercial laundromats and institutions through its
product sales division.  This division also includes the Company's
MicroFridge(R) business, where Mac-Gray sells its proprietary
MicroFridge(R) line of products, which are combination
refrigerators/freezers/microwave ovens utilizing patented Safe
Plug(TM) circuitry.  The products are marketed throughout the
United States to colleges, the federal government for military
housing, hotels and motels, and assisted living facilities.  
MicroFridge(R) also has entered into agreements with Maytag
Corporation to market Maytag's Magic Chef(R), Amana(R) and
Maytag(R) lines of home appliances under its MaytagDirect(TM)
program throughout the United States.  MicroFridge(R) and
Maytag(R) products bear the ENERGY STAR(R) designation.  

                         *     *     *

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Mac-Gray Corp.'s $150 million senior unsecured notes due 2015, in
August 2005.  At the same time, Standard & Poor's affirmed its
'BB' corporate credit rating on Mac-Gray.  S&P said the outlook
remains stable.

Moody's Investors Service assigned a B1 rating to Mac-Gray
Corporation's $125 million of senior unsecured notes and a B1
corporate family rating.  Moody's said the rating outlook is
stable.


MEDIACOM LLC: DBRS Confirms B(High) Debt Ratings on Amended Terms
-----------------------------------------------------------------
Dominion Bond Rating Service confirmed Mediacom LLC Group's and
Mediacom Broadband Group's Bank Debt at B (high), following
certain favourable amendments to the credit facilities.  Mediacom
LLC Group and Mediacom Broadband Group are subsidiaries of
Mediacom Communications Corporation.  In addition, DBRS has
confirmed the Senior Notes at B and the Convertible Senior Notes
at B (low) for the entities listed above.  The trends are Stable.

   * Mediacom Broadband Group Bank Debt -- Confirmed B (high)

   * Mediacom LLC Group Bank Debt -- Confirmed B (high)

   * Mediacom Broadband LLC & Mediacom Broadband Corporation
     Senior Notes -- Confirmed B

   * Mediacom LLC & Mediacom Capital Senior Notes
     -- Confirmed B

   * Mediacom Communications Corporation  Convertible Senior
     Notes -- Confirmed B (low)

DBRS notes that in general, the amended credit facilities will
benefit Mediacom through reduced interest costs, longer maturity,
increased flexibility, and increased availability, and will allow
for the refinancing of the Convertible Senior Notes that come due
in July 2006.  Given that no material increase in debt is expected
as a result of these transactions and the amendments are generally
beneficial for Mediacom, DBRS is confirming the ratings.

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


MERIDIAN AUTOMOTIVE: Wants to Enter Into Tennant Lease Agreement
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
routinely utilize sweepers/scrubbers to remove oil, grease and
other debris from the floors of their manufacturing facilities.  
The Debtors currently have 35 sweepers/scrubbers at their various
manufacturing facilities.

The Debtors lease most of these sweepers/scrubbers from various
lessors pursuant to various leases.  Robert S. Brady, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware,
tells the Court that leases covering nearly all of the equipment
currently in the Debtors' possession have either expired or will
expire over the next several months.

The Debtors have examined their lease-end options, which include
a buy-out option in certain instances.  The Debtors have
determined that due to the advanced age of the Equipment, it
would be better to lease new equipment to replace the existing
equipment rather than exercising the buy-out options.

As a result, the Debtors solicited quotes for replacement
sweepers/scrubbers from several equipment manufacturers or
dealers, including Tennant Company.  Tennant has provided the
Debtors with a quote for replacement sweepers.

The Tennant proposal contemplates a master lease agreement with
and lease financing through Tennant Financial Services, which
includes a combination of 36-month and 60-month lease terms with
total monthly lease payments of $13,300, for 20 sweepers.

The Quoted Monthly Payment was 15% lower than the next lowest
proposal the Debtors received, Mr. Brady tells the Court.

The Debtors and Tennant Financial are currently finalizing the
terms of the Master Agreement based on Tennant's proposal.  Upon
execution of the Agreement, the Debtors will begin negotiating
separate equipment schedules for each of their manufacturing
facilities based on the number of sweepers needed at each
facility, Mr. Brady relates.

The Schedules will be governed by the general terms of the
Agreement and the Debtors will have no obligation to lease any
equipment from Tennant until a Schedule is executed.

The Debtors believe that their entry into the Agreement and
execution of the Schedules constitute ordinary course
transactions for which no court approval is required under
Section 363(c)(1) of the Bankruptcy Code.  

Nevertheless, out of an abundance of caution, the Debtors seek
authority from the U.S. Bankruptcy Court for the Southern District
of Texas in Corpus Christi to enter into the Agreement and execute
the Schedules and perform all obligations under the Agreement
pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERRILL LYNCH: Moody's Confirms Low-B Ratings on 4 Cert. Classes
----------------------------------------------------------------
Moody's Investors Service confirmed the ratings of four classes of
Merrill Lynch Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2002-MW1:

        * Class H, $18,945,000, Fixed, confirmed at Ba1
        * Class J, $16,239,000, Fixed, confirmed at Ba2
        * Class K, $5,413,000, Fixed, confirmed at Ba3
        * Class L, $8,120,000, Fixed, confirmed at B1

Moody's completed a full review of this transaction on Jan. 26,
2006.  The ratings of Classes H, J, K and L were placed on review
for possible downgrade because these classes were experiencing
significant interest shortfalls.  The interest shortfalls were
largely due to trust expenses and ASER interest reductions related
to the specially serviced Colonial Village Apartments Loan.  This
loan was liquidated on March 1, 2006 and the proceeds from the
liquidation were used to replenish interest shortfalls for Class
H, J, K and L resulting in an confirmation of these classes.  
Currently the pool is experiencing aggregate interest shortfalls
of $2.1 million to the non-rated classes.

As of the March 14, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 5.7% to
$1.02 billion from $1.08 billion at securitization.  The
Certificates are collateralized by 98 loans, ranging in size from
less than 1.0% to 7.1% of the pool.  Two loans have been
liquidated from the pool resulting in an aggregate realized loss
of approximately $8.8 million.


MESABA AVIATION: Wants Court Okay on Pan Am Settlement Agreement
----------------------------------------------------------------
Mesaba Aviation, Inc., asks the U.S. Bankruptcy Court for the
District of Minnesota to approve its:

   a. SAAB Flight Training Agreement with Pan Am International
      Flight Academy, Inc.;

   b. AVRO Flight Training Agreement with Pan Am International;
      and

   c. settlement agreement and mutual release of all claims with
      the Official Committee of Unsecured Creditors and Pan Am
      International.

The Debtor tells the Court that in the ordinary course of its
operations, it requires flight training of its SAAB and AVRO
aircraft fleet flight crews.

The Debtor and Pan Am International are parties to a Fleet Flight
Training Agreement dated Apr. 2, 2001, as amended on June 29, 2001
and Jan. 29, 2004.  Pursuant to the Fleet Agreement, Pan Am
International provides the Debtor with flight training for the
flight crews of the Debtor's SAAB and AVRO aircraft fleets.

Pan Am International has filed a $1,007,778 unsecured non-priority
claim against the Debtor for the flight training services it
performed prepetition pursuant to the Fleet Agreement.

The Debtor and Pan Am International now stipulate that:

   -- Pan Am International will terminate the Fleet Agreements
      and will enter into new agreements for flight training of
      the Debtor's SAAB and AVRO aircraft fleet flight crews on
      the terms requested by the Debtor;

   -- the parties will mutually release each other from all
      claims; and

   -- the new SAAB Flight Training Agreement and the AVRO Flight
      Training Agreement are effective retroactively to Feb. 15,
      2006.

The Debtor says that it wants to file these Agreements under seal.

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, tells the Court that the SAAB and the
AVRO Flight Training Agreements contain sensitive commercial
information related to pricing and other obligations that the
Debtor and Pan Am International deem proprietary and
confidential.  Disclosure of the terms of the Flight Training
Agreements could harm the Debtor and Pan Am International by
giving competitors, vendors and customers access to commercial
information that could be utilized to the Debtor's and Pan Am
International's detriment.

The Debtor had provided an unredacted version of the two Flight
Training Agreements and the Settlement Agreement to the advisors
of the Creditors Committee, according to Mr. Tansey.  The Debtor
will provide the Creditors Committee with the executed documents
as soon as they are finalized.

                   Creditors Committee Responds

Tim J. Robinson, Esq., at Squire Sanders & Dempsey, L.L.P., in
Columbus, Ohio, relates that the Debtor has provided the
Creditors Committee with:

   -- an analysis of its potential preference claims against
      Pan Am International;

   -- estimates of potential rejection damages arising out of its
      rejection of the Fleet Agreement; and

   -- the value of savings provided to it under the two Flight
      Training Agreements.

The Creditors Committee conveyed to the Debtor its concerns
regarding the date used to assess potential preference claims
against Pan Am International in the Original Preference Analysis.  
The Debtors subsequently revised its Preference Analysis.

The Creditors Committee has sought additional information from
the Debtor regarding the data underlying the PAIFA Claim and the
revised Preference Analysis.

Mr. Robinson notes that while the Debtor has agreed to provide
the information, it will not be able to provide the information
within the time period necessary for the Creditors Committee to
fully analyze the value of the two Flight Training Agreements and
the claims being waived by PAIFA against the potential preference
claims being waived by the Debtor.

Accordingly, the Creditors Committee asks the Court for more time
to review the Debtor's request.

Mr. Robinson contends that the waiver of any preference claims
against unsecured creditors is a matter of significant concern to
the Creditors Committee because the amounts recovered on
preference claims frequently provide additional recovery to all
unsecured creditors in Chapter 11 cases.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink           
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  Craig D. Hansen, Esq., at
Squire Sanders & Dempsey, L.L.P., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MESABA AVIATION: Gets Court Nod to Reject Excess Aircraft Leases
----------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota gave Mesaba Aviation, Inc., authority to
reject Excess Aircraft Leases effective Friday, April 7, 2006.

To the extent necessary, Judge Kishel also modified the automatic
stay to allow the parties to effectuate the provisions of the
Court order and to transfer, move, and dispose of the Excess
Aircraft.

The Court directs the Debtor to return the Excess Aircraft and
related log books, manuals and maintenance records required by
the Federal Aviation Administration to the Lessors at their
Telford, Maine, facility on or before April 8, 2006.

The Court rules that the Debtor will insure and operate the
Excess Aircraft in accordance with applicable requirements until
its delivery to the Lessors.

                        Aircraft Leases

The Debtor leases two Saab 340A aircraft -- Aircraft Tail Nos.
N99XJ and N110XJ -- from Lambert Leasing, Inc., Fairbrook
Leasing, Inc. and Swedish Aircraft Holdings AB on a month to
month basis.

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, tells the Court that the Debtor no
longer need the Excess Aircraft.

Mr. Tansey notes that the Excess Aircraft have significantly
higher rental rates than the current market rate for Saab 340A
aircraft.  Moreover, the Saab 340A model is less desirable and
less efficient than the Debtor's Saab 340B+ aircraft and CRJ
aircraft.

The Debtor believes that the Aircraft are currently in its
possession on a month to month basis as a result of the
termination of the parties' former written lease before the
Petition Date.  The Lessors, however, assert that the Debtor is
obligated to lease the Excess Aircraft through May of 2008.

A pending litigation in the United States District Court for the
District of Minnesota and the United States Court of Appeals for
the Eight Circuit, concerning the applicable term of the Debtor's
obligation to lease the Excess Aircraft and other SAAB 340As that
were returned to the Lessors before the Petition Date, is
currently stayed, Mr. Tansey relates.

                         Lessors Respond

The Lessors assert that under the terms of the Excess Aircraft
Leases, the Aircraft are not deemed returned until the Debtor
delivers to them those aircraft and all log books, manuals, and
maintenance records required by the Federal Aviation
Administration.

                     About Mesaba Airlines

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink           
affiliate under code-sharing agreements with Northwest Airlines.  
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  Craig D. Hansen, Esq., at
Squire Sanders & Dempsey, L.L.P., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


NADER MODANLO: London & Mead Hired as Chap. 7 Trustee's Co-Counsel
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland approved
the request of Christopher B. Mead, Esq., the chapter 11 Trustee
for the estate of Nader Modanlo, to employ London & Mead as his
co-counsel.

As reported in the Troubled Company Reporter on Feb. 13, 2006, the
Trustee told the Court that London & Mead's employment is
necessary the efficient administration of the Debtor's chapter 11
case and to obtain maximum net recovery of assets for distribution
to creditors.  The Firm will primary be involved in litigation
services and will avoid duplicating services performed by the
Trustee's lead-counsel, Shapiro Sher Guinot & Sandler.

London & Mead will:

   1) prepare on behalf of the Trustee all necessary
      applications, motions, answers, orders, reports and other
      legal papers required by the Bankruptcy Court in the
      Debtor's chapter 11 case;

   2) advice, assist and represent the Trustee in litigation
      before the Bankruptcy Court and other courts, including
      the appellate courts; and

   3) render all other necessary legal services to the Trustee in
      carrying out his duties and responsibilities in the Debtor's
      chapter 11 case.

Christopher B. Mead, Esq., a member of London & Mead, is one of
the lead professionals from the Firm performing services to the
chapter 11 Trustee.

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.


NANOMAT INC: Court Allows Chapter 11 Trustee to Distribute Funds
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave Joseph L. Cosetti, the chapter 11 Trustee in Nanomat, Inc.'s
chapter 11 case, authority to distribute all funds from the
Debtor's estate.

The Court authorized Mr. Cosetti to pay these administrative
claimants:

                                              Amount
                                              ------
    Gerald S. Norton, Jr.                     $6,503

    Reed Smith LLP                            $5,478

    Joseph L. Cosetti                        $37,628
    Houston Harbaugh, PC                     $53,426
    Deborah Parrish, Esq.                     $2,552
    U.S. Trustee Quarterly fees               $3,395

    Landlord
    --------
    Banco Business Bank                      $32,957

    Former Employees
    ----------------
    Fushen Sun                                  $905
    Zhou Sun                                    $879
    Stephen Robert Parker                       $350
    Gotze Popov                                 $295
    Quiping Zhong                               $185

    Utilities
    ---------
    Allegheny Power                           $8,688

    Cash Collateral Carve-Out
    -------------------------
    Joseph L. Cosetti                        $32,159
    Houston Harbaugh, PC                     $45,661
    Deborah Parrish, Esq.                     $2,180

    FirstMerit Bank                         $620,105
    FirstMerit Bank                          $42,808

The Court also said that accrued interest not paid for bond
renewal will be distributed, pro rata, to the administrative
claimants.  The Court related that funds assigned secured
creditors who cannot prove secured status will be equally shared
between the fund and FirstMerit Bank except for any funds related
to the Bank of America claim, which is currently subject to the
Trustee's objection, and the Iron and Glass Bank that has already
been resolved.

Finally, the Court said that acceptance by any administrative
claimant of its allocated pro rata distribution from the
administrative claim fund constitutes a full and final
satisfaction of the claim and that claim will be forever waived.

                      Funds Distribution

Mr. Cosetti asked the Court to distribute all funds held by the
Trustee citing that the Debtor has ceased operations and no more
fund were available for pre-petition unsecured creditors.

Mr. Cosetti told the Court that there were two separate funds
available for distribution: funds from operation and auction
funds.  Fund from operation are funds Mr. Cosetti collected from
bank accounts, accounts receivables, etc.  Auction funds contain
proceeds from the sale of equipment, patents, etc. owned by the
Debtor.  

                      About Nanomat Inc.

Headquartered in North Huntingdon, Pennsylvania, Nanomat, Inc. --
http://www.nanomat.com/-- is a leading manufacturer of  
nanomaterials, powders, and technologies.  Nanomat filed for
chapter 11 protection on March 18, 2005 (Bankr. W.D. Pa. Case No.
05-23245).  Donald R. Calaiaro, Esq., at Calaiaro, Corbett &
Brungo, P.C., represents the Debtor in its restructuring efforts.  
Joseph L. Cosetti, the chapter 11 trustee, is represented by
Carlota M. Bohm, Esq., at Houston Harbaugh, P.C.  When the Debtor
filed for protection from its creditors, its estimated assets and
debts between $10 million and $50 million.


NAVISITE INC: Equity Deficit Triples to $7.98M in Past Six Months
-----------------------------------------------------------------
NaviSite, Inc. (Nasdaq: NAVI), reported financial results for its
second quarter of fiscal year 2006, which ended January 31, 2006.

Revenue for the second quarter of fiscal year 2006 was
$26.3 million, compared to $25.4 million for the first quarter
of fiscal year 2006 and $28.4 million for the second quarter of
fiscal year 2005.  Revenue for the second quarter of fiscal year
2005 included approximately $1.1 million from the Microsoft
Business Solutions Software and Professional Services Practice,
which was sold in July 2005.  Revenue for the second quarter of
fiscal year 2006 increased approximately $0.9 million, or 3.4%,
over the first quarter of fiscal year 2006.

NaviSite recorded $2.9 million of EBITDA, excluding impairment,
stock-based compensation and other one-time charges for the second
quarter of fiscal year 2006, marking the Company's tenth
consecutive quarter of positive EBITDA.  Excluding non-cash,
stock-based compensation expense of $244,000, NaviSite generated
gross profit of $7.9 million, or 30% of revenue, for the second
quarter of fiscal year 2006, as compared to $7.7 million, or 27%
of revenue, for the same fiscal quarter of 2005 and $8.0 million,
or 31% of revenue, for the first quarter of fiscal year 2006.   
NaviSite recorded a net loss of $4.0 million, or a loss of
$.14 cents per share, for the second quarter of fiscal year 2006,
as compared to a loss of $4.6 million for the same fiscal quarter
of 2005.

The Company's cash balance at the end of the second quarter of
fiscal year 2006 was $1.9 million, an increase of $0.1 million
from the end of the first quarter of fiscal year 2006.  NaviSite
had positive cash flow from operations of approximately
$2.0 million in the second quarter of fiscal year 2006, which
was substantially offset by cash flows from investing and
financing activities.  NaviSite has generated positive cash from
operations in four of its last five fiscal quarters.

"We're very pleased with our second consecutive quarter of organic
revenue growth and our tenth consecutive quarter of positive
EBITDA," said Arthur Becker, CEO, NaviSite.  "Our continued strong
customer bookings speak to the value we're delivering to our
customers as their trusted partner of choice for hosting,
outsourcing and professional services.  We expect to continue our
strong momentum moving into the second half of the year to make
2006 a year of solid growth for NaviSite."

"We're continuing to work with an investment banker engaged in the
first quarter to facilitate the refinancing of the Company's
short-term debt associated with our Silicon Valley Bank credit
facility and obligations arising from our acquisition of the
AppliedTheory and Surebridge businesses," said John Gavin, CFO,
NaviSite.  "The Company expects to close on this refinancing in
the next 45 days."

                            Guidance

NaviSite projects revenue for the third quarter of fiscal year
2006 to be between $28.1 and $28.5 million, expected growth of 8%
over the second quarter of fiscal year 2006, and projects revenue
for fiscal year 2006 to be between $111.0 and $113.0 million.  
EBITDA, excluding impairment, stock-based compensation and
one-time charges, is projected to be between $4.2 and $4.6 million
for the third quarter of fiscal year 2006 and between $16.0 and
$16.5 million for fiscal year 2006.

NaviSite Inc. -- http://www.navisite.com/-- provides IT hosting,
outsourcing and professional services for mid- to large-sized
organizations.  Over 900 companies across a variety of
industries tapped NaviSite to build, implement and manage their
systems and applications.  NaviSite has 15 data centers and eight
major office locations across the United States, United Kingdom
and India.

As of Jan. 31, 2006, Navisite's balance sheet showed a
stockholders' deficit of $7,987,000, compared to $2,672,000
deficit at July 31, 2005.


NELLSON NUTRACEUTICAL: Committee Wants FTI as Financial Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Nellson
Nutraceutical, Inc., and its debtor-affiliates' bankruptcy cases
asks the U.S. Bankruptcy Court for the District of Delaware for
permission to retain FTI Consulting, Inc., as its financial
advisor, nunc pro tunc to Feb. 13, 2006.

FTI Consulting will:

   (a) assist the Committee in the review of financial related
       disclosures required by the Court, including the Schedules
       of Assets and Liabilities, the Statement of Financial
       Affairs and Monthly Operating Reports;

   (b) assist the Committee with information and analyses required
       under the Debtors' use of cash collateral including, but
       not limited to, preparation for hearings regarding the use
       of cash collateral;

   (c) assist with the review of the Debtors' short-term cash
       management procedures, including but not limited to
       intercompany transactions with non-Debtor affiliates;

   (d) assist and advise the Committee with respect to the
       Debtors' identification of core business assets and the
       disposition of assets or liquidation of unprofitable
       operations;

   (e) assist with a review of the Debtors' performance of cost
       and benefit evaluations with respect to the affirmation or
       rejection of various executory contracts and leases;

   (f) assist in the valuation of the present level of operations
       and identification of areas of potential cost savings,
       including overhead and operating expense reductions and
       efficiency improvements;

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

   (h) attend meetings and assist in discussions with the Debtors,
       potential investors, banks, other secured lenders, the
       Committee and any other official committees organized in
       the Debtors' bankruptcy proceedings, the U.S. Trustee,
       other parties-in-interest and professionals hired;

   (i) assist in the review and preparation of information and
       analysis necessary for the confirmation of a plan in the
       Debtors' bankruptcy proceedings;

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

   (k) render any other general business consulting or other
       assistance as the Committee or its counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in the Debtors' bankruptcy proceedings.

Dewey Imhoff, a Senior Managing Director at FTI Consulting, Inc.,
discloses that the Firm seeks a $75,000 monthly fixed allowance
for compensation.  The monthly fee is subject to reevaluation by
the Committee in 90 days.

Mr. Imhoff assures the Court that the Firm does not represent any
other entity having an interest adverse to the Committee in
connection with the Debtors' bankruptcy cases.  Mr. Imhoff
believes the Firm is eligible to represent the Committee under
Section 1103(b) of the Bankruptcy Code.

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., formulate, make and sell bars and powders for the nutrition
supplement industry.  The Debtors filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtors in their restructuring efforts.  Lawyers at Young,
Conaway, Stargatt & Taylor, LLP, represent an informal committee
of which General Electric Capital Corporation and Barclays Bank
PLC are members.  In its Schedules of Assets and Liabilities filed
with the Court, Nellson Nutraceutical has $312,334,898 in total
assets and $345,227,725 in total liabilities when it filed for
bankruptcy.


NPC INTERNATIONAL: S&P Puts B- Rating on $200 Million Sub. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Lenexa, Kansas-based restaurant operator NPC
International Inc.
     
At the same time, Standard & Poor's assigned its 'B+' rating to
the company's planned $350 million bank loan.  A recovery rating
of '3' was also assigned to the loan, indicating the expectation
of meaningful (50%-80%) recovery of principal in the event of a
payment default.

Standard & Poor's also assigned its 'B-' rating to the company's
$200 million subordinated notes.  The outlook is negative.  Loan
proceeds will be used to fund the acquisition of the company by
Merrill Lynch Global Private Equity.
      
"The ratings on NPC reflect the company's participation in the
highly competitive pizza sector of the restaurant industry and a
highly leveraged capital structure that limits cash flow
protection," said Standard & Poor's credit analyst Robert
Lichtenstein.
     
NPC is the largest Pizza Hut (a unit of Yum Brands Inc.)
franchisee in the U.S. with 790 units in 26 states.  The company
represents 13% of the U.S. Pizza Hut system.  Pizza Hut is the
largest U.S. pizza chain with 19% market share, compared with 12%
for Domino's and 6% for Papa John's.
     
The pizza sector is highly competitive and fragmented.  Moreover,
costs can fluctuate unpredictably, and because of perceived value
and competition, these costs cannot be easily passed on to
consumers.  NPC differentiates itself by locating in rural
communities with limited competition and lower operating costs.
About 55% of restaurants are located in markets where Pizza Hut is
one of a limited number of dining alternatives.  Still, barriers
to entry are low and a competitor such as Domino's could challenge
NPC's market position.  The company's growth strategy includes the
rollout of WingStreet, a Pizza Hut co-branding concept that is
expected to increase margins.
     
Operating trends have been positive over the past several years.
Same-store sales increased 3.2% in 2005, following gains of 6.6%
in 2004, and 1.3% in 2003.  Operating margins improved to 18.8% in
2005, from 18% in the previous two years.  The improvement was due
to sales leverage and better labor management.


OCA INC: Court Okays KPMG's Retention as Tax Accountants
--------------------------------------------------------
OCA Inc. and its debtor-affiliates sought and obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
Louisiana to employ and retain KPMG LLP as their tax accountants
and advisors.

KPMG LLP is expected to:

    a. prepare or review federal and state corporate income tax
       returns and supporting schedules together with any loss
       carryback returns that may be necessary;

    b. provide tax advisory services in connection with the
       completion of a loss carryback claim and related tax
       research and consultation;

    c. provide tax-consulting services relative to any existing
       or future IRS, stat and legal tax examinations;

    d. provide accounting support related to tax advisory
       services; and

    e. provide any other tax advice and assistance as may be
       requested from time to time by the Debtors.

Raymond J. Jeandron, Jr., a certified public accountant and
partner at KPMG LLP, tells the Court that the Firm's professionals
bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Partners/Principals             $500 - $750
      Senior Managers/Managers        $375 - $500
      Senior/Staff Consultants        $175 - $350
      Paraprofessionals                  $120

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

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/--  
provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company and its debtor-affiliates filed for
Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.


OCA INC: Hires Correro Fishman as Special Counsel
-------------------------------------------------
OCA Inc. and its debtor-affiliates sought and obtained authority
from the U.S. Bankruptcy Court for the Eastern District of
Louisiana to employ and retain Correro Fishman Haygood Phelps
Walmsley & Casteix, L.L.P. as their special counsel.

Correro Fishman is expected to:

   a. advise and represent the Debtors with respect to all
      aspects of securities, general corporate, finance, and
      other business matters;

   b. advise and represent the Debtors with respect to related
      matters as they arise at the Debtors' request; and

   c. assist the Debtors' reorganization attorneys from time to
      time.

Anthony J. Correro, III, Esq., a partner at Correro Fishman, tells
the Court that the Firm's professionals bill:

   Professional                    Designation   Hourly Rate
   ------------                    -----------   -----------
   Anthony J. Correro, III, Esq.   Partner          $400
   David C. Rieveschl, Esq.        Associate        $200
   Brock M. Degeyter, Esq.         Associate        $175
   Steven C. Serio, Esq.           Associate        $100

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

Mr. Correro can be reached at:

      Anthony J. Correro, III, Esq.
      Correro Fishman Haygood Phelps Walmsley & Casteix, L.L.P.
      Bank One Center, 46th Floor, 201 St. Charles Avenue
      New Orleans, Louisiana 70170-4600
      Tel: (504) 586-5252
      Fax: (504) 586-5250
      http://www.cfhlaw.com

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/--  
provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company and its debtor-affiliates filed for
Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.


OMNI COURT: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Omni Court Corporation
        4440 North Rancho Drive #248
        Las Vegas, Nevada 89130

Bankruptcy Case No.: 06-10647

Chapter 11 Petition Date: April 6, 2006

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Craig G. Bourke, Esq.
                  Bourke & Nold
                  521 South Sixth Street
                  Las Vegas, Nevada 89101
                  Tel: (702) 262-1651
                  Fax: (702) 383-6051

Total Assets: $1,200,000

Total Debts:    $890,000

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


OWENS & MINOR: Moody's Rates New $200 Mil. Note Offering at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Owens & Minor's
new $200 million senior unsecured note offering.  At the same
time, the company's existing ratings are affirmed and the outlook
remains positive.  Proceeds from this offering will be used to
finance the tender of OMI's $200 million in subordinated notes.  
Moody's will withdraw the Ba3 rating on these subordinated notes
upon completion of the tender offer.

Rating assigned with positive outlook:

   * Owens & Minor, Inc.: Ba2 senior unsecured notes.

Ratings affirmed with positive outlook:

   * Owens & Minor, Inc.: Ba2 corporate family rating; Ba3
     subordinated notes.

Owens & Minor's Ba2 rating reflects its relatively small size
compared to other healthcare distributors, but also its position
as a leading player in the medical and surgical distribution
market, with revenue growth exceeding market growth over the past
several years.  Offsets to this strength include significant
concentration in customer base and strong margin pressure in its
core distribution business from both suppliers and customers.  The
ratings and outlook expect improvement in net income as well as
margins as the company benefits from growth in its higher margin
businesses.  Owens & Minor acquired a provider of diabetes
monitoring supplies, a strategic venture that provides some
diversification of revenues in a relatively high growth market,
but also carries risk as management must focus on a highly
fragmented but increasingly consolidated market.

Owens & Minor's positive outlook is based on our belief that
growth in its higher margin businesses, as well as a focus on
small acquisitions and maintenance of a conservative posture
toward leverage should result in improved financial measures.

If operating margins and other financial measures show sustainable
improvement, the ratings could be raised.  If the company engages
in larger acquisitions or experiences additional margin pressure,
the rating outlook could be changed to stable.

Owens & Minor, headquartered in Richmond, Virginia, is a leading
distributor of medical and surgical products to providers,
primarily hospitals, in the United States.


PERRY ELLIS: Earns $8.1 Million In Fourth Quarter Ended Jan. 31
---------------------------------------------------------------
Perry Ellis International, Inc. (NASDAQ:PERY) reported its
financial results for the fourth quarter and fiscal year ended
Jan. 31, 2006.

The company reported revenues of $849.4 million, a 29.4% increase,
or $192.8 million, over the $656.6 million reported for the
comparable period a year ago.

The company's fiscal 2006 revenue includes a 30% increase due
primarily to the acquisition of the Tropical Sportswear
International business, a 3% organic increase in core menswear
operations, offset by a 4% planned decline in swimwear operations
and a slight decline in royalty income.

Fiscal 2006 EBITDA grew to $67.3 million, a 22.8% increase, or
$12.5 million, over the $54.8 million reported in fiscal 2005,
reflecting the company's successful integration of TSI.

Net income for fiscal 2006 was a record $22.7 million, an 8.1%
increase over fiscal 2005's level of $21 million.

For the 4th quarter ended Jan. 31, 2006, total revenues were
$213.9 million, a 24.3% increase over the $172.1 million reported
in the 4th quarter of fiscal 2005.

This increase was primarily driven by the TSI acquisition and
includes the impact of the previously announced reduction of
private label and branded programs at a national mid-tier chain.

Net income for the fourth quarter ended Jan. 31, 2006, was
$8.1 million compared to $8.2 million reported in the fourth
quarter ended Jan. 31, 2005.

"We are very pleased to report record revenue, EBITDA and earnings
per share results for fiscal 2006," George Feldenkreis, Chairman
and Chief Executive Officer commented.

"We successfully completed the integration of Tropical Sportswear
by improving profit margins, reducing expenses and transitioning
the sourcing structure.

"In addition, we completed the strategic acquisition of Gotcha,
MCD, and Girl Star, strengthening our brand portfolio and
providing an additional growth vehicle in a younger demographic."

"In addition, we generated strong cash flow and debt repayment.
During fiscal 2006 we funded approximately $95 million for
acquisitions, and yet borrowings under our credit facility at year
end only increased by $30 million," Mr. Feldenkreis continued.

"Our fiscal 2006 pay down of $65 million of borrowings reflects
our ability to generate strong cash flow from operations,
inventory control and other working capital management."

"The enthusiastic response from retailers at the February 2006
MAGIC show is a testament to the power of our brands and the
fashionable, value product they deliver," Oscar Feldenkreis,
President and Chief Operating Officer, remarked.

"Our new product offerings have been very well received by our
retail customers and our successful mens bottoms operation
continues to increase its market share.

"We continue to have major success in sportswear and bottoms in
all channels of distribution.

"Perry Ellis' new management and design teams have transformed the
Perry Ellis brand into one of the best performing collections in
department stores, and we are confident that more efficient
planning will continue to improve profit margins in the current
year."

"For fiscal 2007, we anticipate revenues to grow to $860 million -
$870 million and proforma earnings per share (excluding the net of
tax impact of approximately $3.5 million of debt extinguishment
costs related to the call and repayment of our $57 million senior
secured notes) in the $2.30 - $2.40 range," Oscar Feldenkreis
concluded.

"Fiscal 2007 earnings guidance includes a reduction of
approximately $0.08 per share associated with the adoption of FAS
123R requiring the expensing of stock options.

"Our anticipated revenue level includes the impact of both (i) the
reduction of branded and private label programs at a national mid-
tier chain and (ii) anticipated disruptions from the closing of
Federated/May department stores.

"We remain poised to take advantage of strategic improvements in
the future as retail environment consolidation uncertainties are
beginning to settle.

"All of our divisions will benefit from improved sourcing and
planning, while we will continue to expand growth platforms such
as our international operations, and domestic expansion of
Original Penguin, Mens Bottoms, Hispanic Lifestyle brands and
Action sports brands.

"In addition we are excited about the opportunities to expand both
of our direct retail platforms, Perry Ellis Outlets and Original
Penguin stores.

"We remain confident about the growth opportunities that the
continued development of all our brands across all levels of
distribution provides us."

Perry Ellis International, Inc. -- http://www.pery.com/-- is a
leading designer, distributor and licensor of a broad line of high
quality men's and women's apparel, accessories, and fragrances,
including dress and casual shirts, golf sportswear, sweaters,
dress and casual pants and shorts, jeans wear, active wear and
men's and women's swimwear to all major levels of retail
distribution.  The company, through its wholly owned subsidiaries,
owns a portfolio of highly recognized brands including Perry
Ellis(R), Jantzen(R), Cubavera(R), Munsingwear(R), Savane(R),
Original Penguin(R), Grand Slam(R), Natural Issue(R), Pro
Player(R), the Havanera Co.(R), Axis(R), and Tricots St.
Raphael(R).  The Company also licenses trademarks from third
parties including Nike(R) for swimwear, and PING(R) and PGA
TOUR(R) for golf apparel.

                            *   *   *

Perry Ellis International Inc.'s 9-1/2 Senior Secured Notes due
2009 carry Moody's Investors Service's and Standard & Poor's
single-B ratings.  


PHILLIPS-VAN HEUSEN: Earns $22.9 Mil. in 4th Quarter Ended Dec. 31
------------------------------------------------------------------
Phillips-Van Heusen Corporation reported 2005 fourth quarter net
income of $22.9 million.  The 2004 fourth quarter net income was
$17.3 million.

For the full year, 2005 net income was $111.7 million, which
compares with 2004 net income of $58.6 million.  

Total revenues in the fourth quarter increased 11% to
$460.1 million from $413.8 million in the prior year.  All of the
Company's divisions registered revenue increases, particularly the
Company's dress shirt and sportswear businesses.

Dress shirt growth was driven in large part by the Geoffrey Beene
and Calvin Klein brands.  Sportswear growth was driven by a
significant increase in Calvin Klein men's better sportswear in
its first full year of operation and increases in the IZOD, Arrow
and Van Heusen brands.

Further contributing to the overall revenue increase was a 9%
growth in Calvin Klein Licensing segment revenues and the
continued rollout of a limited number of Calvin Klein outlet
stores in premium outlet malls.

For the full year, total revenues were $1.91 billion, an increase
of 16% over the prior year amount of $1.64 billion.

Fourth quarter net income improved 33% over the prior year period
due to strong earnings growth in both of the Company's operating
segments.

The Apparel and Related Products segment operating earnings
increased 45% due principally to strong revenue growth and gross
margin improvement attributable to more full-priced selling and
lower product costs.

The Calvin Klein Licensing segment recorded a 21% increase in
operating earnings over the prior year due, in part, to continued
growth from existing and new licensees.

From a balance sheet perspective, the Company ended the year
with $267.4 million in cash and reduced its overall net debt by
$143.2 million compared with the prior year.

The Company's higher cash balance during 2005 also contributed to
a 26% decrease in 2005's fourth quarter net interest expense
compared with the prior year.

The year-end receivables increase was significantly lower than the
fourth quarter sales increase due to both quicker collections and
the timing of sales.

Inventories ended the year on plan and are in line with the
Company's sales growth projections for the first quarter of 2006.

"2005 was a very strong year which ended with very positive
results," Emanuel Chirico, Chief Executive Officer, noted.

"The fourth quarter exceeded our previous guidance by $0.04 per
share, and our full year results were 48% ahead of our full year
2004 earnings of $1.37."

"Our Calvin Klein licensing business continues to be a key growth
engine for our Company, Mr. Chirico continued.  Growth in
licensing revenues in 2005 was fueled by initiatives to expand the
breadth and reach of Calvin Klein product offerings. Approximately
25% of such growth stemmed from new licenses, which are in the
early stages of development, with the remaining 75% attributable
to existing licenses.

"Our core dress shirt brands, together with our new introductions,
Chaps and Donald J. Trump Signature Collection, exceeded
expectations and contributed to the strong performance of our
Apparel segment in 2005.

"Our sportswear business also grew earnings significantly over
2004 levels, led by our Calvin Klein men's better sportswear
collection, launched in 2004, and our IZOD, Arrow and Van Heusen
brands."

"We continue to focus on maximizing the growth opportunities for
Calvin Klein and our existing wholesale businesses," Mr. Chirico
concluded.  The strong momentum of 2005 is continuing into the
first quarter of 2006.

"Overall, we are very pleased with the direction of our business
and we believe the strategies we have implemented will enable us
to achieve our long-term earnings growth targets in 2006 and
beyond."

Phillips-Van Heusen Corporation -- http://www.pvh.com/-- is one
of the world's largest apparel companies.  It owns and markets the
Calvin Klein brand worldwide.  It is the world's largest shirt
company and markets a variety of goods under its own brands: Van
Heusen, Calvin Klein, IZOD, Arrow, Bass and G.H. Bass & Co.,
Geoffrey Beene, Kenneth Cole New York, Reaction Kenneth Cole, BCBG
Max Azria, BCBG Attitude, Sean John, MICHAEL by Michael Kors,
Chaps and Donald J. Trump Signature.

                            *   *   *

Phillips-Van Heusen's 7-3/4% Debentures due 2023 carry Moody's
Investors Service's Ba3 rating and Standard and Poor's BB+ rating.


PINE PRAIRIE: Moody's Puts B1 Rating on $320 Million Financing
--------------------------------------------------------------
Moody's assigned a B1 rating to Pine Prairie Energy Center
L.L.C.'s $320 million senior secured project financing facility
and B1 corporate family rating.  The rating outlook is stable.
When completed, PPE will be a FERC-regulated 3 cavern natural gas
salt dome storage complex strategically located in Evangeline
Parish, Louisiana.

The pari passu senior secured facilities include a $50 million 5-
year revolver and $270 million Term Loan B maturing December 2013.  
After $147 million of first-in sponsor equity, the facilities will
fund $277 million in capital spending to sequentially solution
mine and equip three 8 billion cubic foot natural gas storage
caverns; the purchase of roughly $62.5 million of base gas; a $32
million construction contingency account and debt service reserve
account; and an expected $83.4 million of capitalized interest,
operating expenses, and transaction fees.

Through PAA/Vulcan Gas Storage, LLC, PPE is 50% owned by Plains
All-American Pipeline, L.P. and 50% by Mr. Paul Allen through
Vulcan Gas Storage, LLC and ultimately Vulcan Capital.  In
September 2005, PAA and Vulcan acquired Energy Center Investments
from Sempra Energy Trading.  ECI owns PPE and Bluewater Gas
Storage, an existing natural gas depleted reservoir storage
facility.  Neither ECI nor PPE are obligors or guarantors of the
facilities.  PPE expects to be able to inject 1.2 bcf of natural
gas and withdraw 2.4 bcf of natural gas per day, recycling this
capacity 10 to 12 times per year.

The ratings are supported by a sound credit facility structure;
substantial first-in sponsor equity; reasonable back-up liquidity
for project delays and cost overruns; proven technology for
completing successful salt dome storage complexes; reasonable
project construction risks and economics relative to the rating;
the strategic location of PPE and strategic value to PAA as it
moves into natural gas storage and marketing; Moody's expectation
for strong voluntary, but not required, sponsor support beyond the
credit facility's dictates; seasoned sub-contractors under
contract for the project work; and PPE's late stage in completing
key procurement, brine disposal, water sourcing, and pipeline
interconnect arrangements.

The ratings are restrained by the non-recourse nature of the
facilities beyond PPE's $30 million contingent equity call on the
sponsors; the absence of a turnkey engineering and construction
contract, with the general contractor role filled by the project
sponsors who are new to the natural gas storage business and have
not managed a salt dome storage project; and inherent completion
delay and cost overrun risk. Delay and cost overrun risks are
material at a time of sharp oilfield services inflation; tight
markets for drilling rigs, oilfield services, and for the
manufacture of large natural gas compressors; and an inherent risk
of further delay in the arrival of PPE's committed drilling rig
from Nabors Inc.

The ratings are further restrained by a currently low 38% of
design storage capacity backed by firm storage contracts; a lack
of material operating cash flow until 2008, following a budgeted
late 2007 start-up of the first cavern; high leverage through at
least 2009; and the key need to execute all arrangements necessary
to complete the final 3 of 8 inter-connections to 7 key natural
gas transmission pipelines.

However, the credit facilities are well-structured, incorporating
a 100% cash flow sweep after permitted capital spending; draw
downs are governed by third party engineer construction progress
certifications; sufficiently tight covenants; a mandatory $147
million of equity funding prior to first TLB and revolver draws;
and lenders' first liens on the sponsors' equity interests in the
project, project contracts, base natural gas, and on PPE's lease
with the local tax abatement authority; and a contingent further
sponsor equity of $30 million.  Before first TLB draw down, $147
million in sponsor equity will have been invested, including $72
million for the sponsors' September 2005 acquisition of PPE, $35
million 2005 for 2005 project development costs, and roughly $40.2
million in sponsor equity for 2006 project costs.

A degree of cost overrun and delay risk is also mitigated by five
sources of back-up liquidity or cost protection, including a $30
million contingent equity call on the sponsors, a $20 million
funded cost overrun contingency fund, an approximately $12 million
debt service reserve account, approximately $24 million of
budgeted undrawn revolver availability, and the sponsors'
guaranteed price for the projects base case volumes.

The rating outlook or ratings may improve as the first cavern and
its surface infrastructure near or achieve completion, when PPE
finalizes all pipeline interconnection arrangements, or if it
arranges a substantially higher level of firm capacity commitments
at higher rates from strong counter parties.  The outlook or
ratings could suffer if PPE suffers a substantial delay in
receiving its committed drilling rig from Nabors, if brine
disposal and raw water sourcing arrangements prove to be
inadequate, or if PPE otherwise suffers cost overruns or delays
material to the current rating level.


PLAINS EXPLORATION: Earns $73.8 Mil. of Net Income in 4th Quarter
-----------------------------------------------------------------
Plains Exploration & Production Company (NYSE: PXP) disclosed
its financial and operating results for the fourth quarter and
full-year 2005.

Highlights of the year include:

   -- PXP's stock price increased 53 percent for the year ended
      December 31, 2005.  Since the Company became independent in
      December 2002 the stock price has increased approximately
      300 percent through December 31, 2005.

   -- Established high impact exploration opportunities in the
      Deepwater Gulf of Mexico and the Green River Basin in
      Wyoming.  PXP currently has interests in more than 40 blocks
      in the Deepwater Gulf of Mexico with a discovery recently
      announced by the operator of the Big Foot prospect.  
      Approximately four additional prospects will be drilled in
      2006.  In the Green River Basin, PXP acquired rights with
      respect to 50,000 net acres in Sublette County, Wyoming.  
      The acreage includes an existing indicated discovery and PXP
      expects well permitting to be completed and drilling to
      commence in 2007.

   -- Focused the development and exploitation portfolio by
      acquiring producing properties in the Los Angeles Basin and
      acquiring an additional 16.7% interest in the offshore
      California Point Arguello Unit while selling our interests
      in non-core, mostly non-operated producing properties
      located in East Texas.

   -- Significantly improved PXP's financial outlook by
      terminating 2006 oil price swaps and collars, acquiring
      substantial oil price downside protection via put option
      contracts and improving our oil price realizations by
      negotiating lower contractual price differentials on most of
      our crude oil production.

   -- Created a venture with Cook Hill Properties of Los Angeles
      to advance the development and monetization of our real
      estate surface holdings in California.

   -- Established a $500 million stock repurchase program that is
      intended to return excess capital to our investors and
      generate shareholder value.

                       Fourth Quarter 2005

For the quarter PXP reported production of 62.9 thousand barrels
of oil equivalent per day (BOEPD) compared to 76.9 BOEPD for 2004.
Production was lower year-over-year due to asset sales late in the
fourth quarter 2004 and in the second quarter 2005 as well as to
previously announced hurricane downtime and operational shut-ins.

For the quarter, PXP reported a net income of $73.8 million
compared to a net income of $27.5 million for the fourth quarter
2004. The results for the fourth quarter 2005 reflect these items:

   -- $6.9 million pre-tax loss on market-to-market derivative
      contracts; cash payments related to the mark-to-market
      derivative contracts that settled during the quarter totaled
      $90.7 million;

   -- $23.7 million pre-tax non-cash charge to revenue related to
      certain oil and gas hedges; and

   -- $0.5 million pre-tax credit related to stock-based
      compensation.

Without the effects of these items net income for the fourth
quarter would have been $33.9 million compared to $18.3 million
for 2004.

Operating cash flow, a non-GAAP measure, was $96.0 million in the
fourth quarter of 2005 compared to 2004 fourth quarter operating
cash flow of $72.7 million.

The average realized sales price per BOE before hedging and
derivative transactions was $51.71 during the fourth quarter of
2005 compared to $39.55 in the fourth quarter of 2004.  Cash
payments related to hedging and derivative transactions that
settled during the quarter were $16.12 per BOE in 2005 compared to
$15.25 in 2004.

Total production costs were $13.54 per BOE in the fourth quarter
of 2005, compared to $9.33 per BOE in 2004.  The year-over-year
increase per unit is primarily attributable to higher steam gas
costs, higher than expected lease operating costs due to workover
activity and lower volumes associated with hurricane downtime and
operational shut-ins.

Total oil and gas depreciation, depletion and amortization costs
were $8.40 per BOE in the fourth quarter of 2005, compared to
guidance of $7.00 per BOE and $6.99 per BOE in the fourth quarter
of 2004.  The fourth quarter 2005 includes an $8.7 million pre-tax
charge to reflect the year-end depreciation rate increase to $8.40
per BOE from $6.89 per BOE in the third quarter of 2005.

General and administrative costs for the quarter, excluding stock-
based compensation, were $14.4 million.  The Company recorded a
pre-tax credit of $4.2 million for SARs and a $3.8 million pre-tax
charge related to vesting of restricted stock and restricted stock
units. Cash payments for SARs exercised during the fourth quarter
were approximately $9.1 million.

                         Full Year 2005

For 2005 PXP reported production of 64.6 thousand BOEPD compared
to 62.5 BOEPD in 2004.  Operating cash flow, a non-GAAP measure,
was $343.9 million in 2005 compared to $223.2 million in the prior
year period.

Due primarily to a mark-to-market charge for derivative fair value
losses associated with the rise in oil prices during the year, PXP
reported a net loss of $211.0 million as compared to net income of
$8.8 million for 2004.  During 2005, PXP recognized these items:

   -- $636.5 million pre-tax loss on mark-to-market derivative
      contracts.  Cash payments related to the mark-to-market
      derivative contracts totaled $425.4 million, including the
      $145.4 million cash payment to eliminate the 2006 collars;

   -- $82.8 million pre-tax non-cash charge to revenue related to
      certain oil and gas hedges; and

   -- $72.3 million pre-tax charge related to stock-based
      compensation.

Without the effects of these items net income for the year would
have been $103.6 million compared to $63.9 million for 2004.  The
average realized sales price per BOE before hedging and derivative
transactions was $45.96 during 2005 compared to $35.92 in 2004.
Cash payments related to hedging and derivative transactions that
settled during the twelve months were $14.40 per BOE in 2005
compared to $11.24 in 2004.

Total production costs were $12.10 per BOE for the year, compared
to $9.76 per BOE in 2004.  The year-over-year increase per unit is
primarily attributable to higher steam gas costs for the San
Joaquin Valley production acquired through the Nuevo merger that
was completed in May 2004 and higher lease operating expenses due
to workover activity, increased field costs and lost volumes
associated with shut-in production from Gulf of Mexico hurricanes.

General and administrative costs for the year, excluding
stock-based compensation, were $50.3 million.  The Company
recognized a pre-tax stock-based compensation charge of
$72.3 million during the year related to SARs and restricted
stock.  The Company recorded a pre-tax charge of $39.9 million for
SARs and a $32.4 million pre-tax charge related to vesting of
restricted stock and restricted stock units.  Cash payments for
SARs exercised during the year were approximately $22.5 million.

Headquartered in Houston, Texas, Plains Exploration & Production
Company is an independent oil and gas company primarily engaged in
the upstream activities of acquiring, exploiting, developing and
producing oil and gas in its core areas of operation: onshore and
offshore California, West Texas and the Gulf Coast region of the
United States.  

Standard & Poor's Rating Services assigned BB foreign and local
issuer ratings to Plains Exploration.  S&P said the outlook is
stable.  Moody's Investors Services assigns Ba2 corporate family
rating and Ba3 senior unsecured and senior subordinated debt
ratings.  Moody's said the outlook is stable.


PRIMUS TELECOMMS: S&P Downgrades Corporate Credit Rating to CCC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
McLean, Virginia-based international telecommunications carrier
Primus Telecommunications Group Inc., including the corporate
credit rating, which was downgraded to 'CCC' from 'CCC+'.  The
outlook is negative.
      
"The downgrade reflects our heightened concern about the company's
near-term liquidity," said Standard & Poor's credit analyst
Catherine Cosentino.

While EBITDA improved significantly on a sequential basis from $2
million in the third quarter of 2005 to $15 million in the fourth
quarter of 2005, levels of cash flow have continued to be under
pressure and subject to a high degree of volatility.  Cash
requirements for 2006 are expected to total around $110 million,
including principal amortization on a vendor financing.

Pro forma for an early 2006 draw on its Canadian facility and $5
million private equity investment, Primus' cash balance is around
$65 million as of Dec. 31, 2005.  This, coupled with anticipated
EBITDA in the $60 million range at the low end of public guidance,
does not provide significant cushion for the company, especially
with another $24 million of convertible notes due in February
2007.  The ratings are therefore subject to further downgrade if
the company is not able to meet the minimum EBITDA threshold.  
     
The volatility in revenues and associated EBITDA over the last
year has been due to:

   * on-going competition from the larger, financially stronger
     local incumbent telephone companies, especially in Primus'
     Canadian and Australian markets; and

   * incremental expenses incurred by the company for the
     marketing of new product initiatives to combat such
     competition.

Revenues and EBITDA for the fourth quarter of 2005 declined by 15%
and 41%, respectively, on a year-over-year basis.  The Canadian
and Australian markets represent a sizable part of the company's
total revenue base, at around 50%.

In light of this competitive environment, pricing pressures are
not expected to abate in these markets.  To counter such trends,
the company has introduced new products and services in several of
its markets.  In Australia, Primus has launched bundled product
offers, including:

   * local telephone,
   * Internet, and
   * long-distance services.

The company has introduced similar bundles in Canada, including
cellular resale.  It has also introduced VoIP services in the U.S.
and Canada, and retail VoIP customers totaled approximately
104,000 as of Dec. 31, 2005.  Primus has also introduced wireless
resale, coupled with international calling capabilities, in the
U.S. market.  However, given continued competitive pricing
pressures and the costs associated with introduction of new
initiatives, new services are unlikely to generate any meaningful
improvement in EBITDA over the next year.


RENAL CARE: Moody's Withdraws Ratings After Fresenius Deal Closes
-----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Renal Care
Group, Inc., following the announcement that the acquisition of
Renal Care Group by Fresenius Medical Care AG & Co. KGaA has been
completed.  This concludes the review initiated on May 5, 2005
following the announcement that Fresenius had entered into a
definitive agreement to acquire Renal Care Group.

The completion of the transaction resulted in the discharge of all
obligations related to Renal Care Group's senior subordinated
notes.

Outlook Actions:

   Issuer: National Nephrology Associates, Inc.

   * Outlook, Changed To Rating Withdrawn From Rating
     Under Review

   Issuer: Renal Care Group, Inc.

   * Outlook, Changed To Rating Withdrawn From Rating
     Under Review

Withdrawals:

   Issuer: National Nephrology Associates, Inc.

   * Senior Subordinated Regular Bond/Debenture, Withdrawn,
     previously rated B1

   Issuer: Renal Care Group, Inc.

   * Corporate Family Rating, Withdrawn, previously rated Ba2

Renal Care Group is a specialized dialysis services company that
provides care to patients with kidney disease.  Renal Care Group
serves over 32,500 patients at more than 450 owned outpatient
dialysis facilities, in addition to providing acute dialysis
services at more than 200 hospitals.  Renal Care Group reported
revenues of approximately $1.6 billion for the year ended
Dec. 31, 2005.

Fresenius is the world's largest integrated provider of dialysis
products and services treating approximately 157,000 patients at
approximately 2,000 dialysis clinics in North America, Europe,
Latin America, Asia-Pacific and Africa.


REPUBLIC STORAGE: Has Until April 28 to File Schedules
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
Republic Storage Systems Company, Inc., until April 8, 2006, to
file its schedules of assets and liabilities and statements of
financial affairs.

The Debtor tells the Court that it has more than 3,000 creditors
and operates out of several warehouses throughout the country.  
The Debtor contends that the size and complexity of its business
and the immediate need for relief under the Bankruptcy Code, it
has not had the opportunity to gather the necessary information to
prepare and file its respective schedules and statements.

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,   
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Halter &
Griswold, LLP, 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.


REPUBLIC STORAGE: U.S. Trustee Appoints Seven-Member Committee
--------------------------------------------------------------
The U.S. Trustee for Region 9 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in Republic
Storage Systems Company, Inc.'s chapter 11 case:

    1. Metal One America
       c/o Al Boshenz
       6250 North River Road, Suite 2055
       Rosemont, IL 60018
       Tel: (847) 685-5418
       Fax: (847) 685-5450

    2. Jamestown Paint Company
       c/o Joseph P. Walton
       108 Main Street
       P.O. Box 157
       Jamestown, PA 16134
       Tel: (724) 932-3101
       Fax: (724) 932-5147

    3. The Universal Steel Company
       c/o Steve Ruscher
       6600 Grant Avenue
       Cleveland, OH 44105
       Tel: (216) 883-4972
       Fax: (216) 883-3561

    4. Jemison Demsey Metals
       c/o Gary Jantonio
       8100 Aetna Road
       Cleveland, OH 44105
       Tel: (216) 271-1500
       Fax: (216) 271-3908

    5. INDEPENDENT STEEL COMPANY
       c/o Kenneth A. Moss CPA
       615 Liverpool Drive
       Valley City, OH 44280
       Tel: (330) 225-7741
       Fax: (330) 273-6265

    6. Crawford Products, Inc.
       c/o Scott Stauch
       3637 Corporate Drive
       Columbus, OH 43231-4965
       Tel: (614) 890-1822
       Fax: (614) 890-1876

    7. Vail Industries
       c/o Robert F. Vail, Jr.
       49 Ohio Street
       Navarre, OH 44662
       Tel: (330) 879-5653
       Fax: (330) 879-2772

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

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,   
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Halter &
Griswold, LLP, 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.


RESI FINANCE: S&P Assigns Low-B Ratings to Five Debt Classes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
RESI Finance Ltd. Partnership 2006-A/RESI Finance DE Corp.
2006-A's $109,535,000 real estate synthetic investment
securities series 2006-A.
     
The ratings are based on:

   * credit enhancement levels;

   * the transaction's shifting interest structure;

   * a legal structure designed to minimize potential losses to
     securities holders caused by the insolvency of the issuer;
     and

   * the credit rating assigned to Bank of America N.A., based on
     its obligations according to the forward delivery and the
     credit default swap agreements.
   
   
Ratings assigned:

RESI Finance Ltd. Partnership 2006-A/RESI Finance DE Corp. 2006-A
   
         Class                   Rating          Amount
         -----                   ------          ------
         B3 notes                A          $37.473 million
         B4 notes                A-         $11.530 million
         B5 notes                BBB        $15.133 million
         B6 notes                BBB-        $8.648 million
         B7 notes                BB         $15.133 million
         B8 notes                BB-         $7.206 million
         B9 certificates         B+          $3.603 million
         B10 certificates        B           $7.206 million
         B11 certificates        B-          $3.603 million


RESIX FINANCE: Moody's Places 3 Securitization Tranches on Watch
----------------------------------------------------------------
Moody's Investors Service placed three tranches issued by RESIX
Finance Limited Credit-Linked Notes, Series 2003-A and 2003-B
under review for possible upgrade.  The deals are resecurizations
of RESI 2003-A and RESI 2003-B certificates, which have been
upgraded.  The tranches in the RESIX deals are identical to the
corresponding RESI deals.  The underlying deals are performing
better than expected due to the high prepayment volumes, low
delinquency percentages, and low credit losses.

Complete rating actions:

   RESIX Finance Limited Credit-Linked Notes, Series 2003-A

      * Class B-10, Currently: B3; under review for
        possible upgrade.

   RESIX Finance Limited Credit-Linked Notes, Series 2003-B

      * Class B-9, Currently: B2; under review for possible
        upgrade

      * Class B-10, Currently: B3; under review for possible
        upgrade.


RIVERSTONE NETWORKS: Wants Court to Fix June 1 as Claims Bar Date
-----------------------------------------------------------------
Riverstone Networks, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to establish
June 1, 2006, at 4:00 p.m., as the deadline for creditors to file
proofs of claim.

The Debtors tell the Court that establishing a claims bar date
will enable them to obtain complete and accurate information
regarding the nature, validity and scope of all prepetition
claims, and will significantly aid confirmation of a plan of
liquidation.  The Debtors say that they will provide all creditors
ample notice and opportunity to file proofs of claim.

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.


SAINTS MEMORIAL: Moody's Holds Ba1 Rating on $60.3 Million Bonds
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 rating on Saints
Memorial Medical Center.  The rating outlook is stable.  The
rating applies to $60.3 million of Series 1993 bonds issued
through the Massachusetts Health and Educational Facilities
Authority.

Legal Security: Lien on gross receipts of Saints Memorial Medical
                Center; 1.10 times rate covenant; debt service
                reserve fund.

Interest Rate Derivatives: None.

Strengths:

   * Healthy operating performance largely sustained through
     first 5 months of FY2006, driven by careful expense
     management amid relatively flat utilization trends.

   * Stable liquidity levels held by both the Medical Center and
     affiliated Foundation provide solid cushion to annual
     operations.

Challenges:

   * Debt levels remain very high relative to size of operations
     and balance sheet liquidity, although debt service is
     primarily fixed rate and additional borrowing and capital
     plans remain limited.

   * Competitive market position in Lowell, Massachusetts with
     primary competition coming from Lowell General Hospital
     located just a few miles away; significant migration to the
     academic medical centers of Boston for highest acuity
     services remains a challenge.

Outlook: Moody's stable outlook reflects our expectations for
   maintenance of positive operating performance, stable
   liquidity and very limited additional borrowing.

What Could Change the Rating Up: Sustained improvement in
   operating performance; reduction of debt outstanding or
   significant growth in liquidity.

What Could Change the Rating Down: Substantial unexpected new
   borrowing; operating losses over multi-year period;
   significant reduction in cash balances.

Assumptions & Adjustments:

   -- Based on financial statements for Saints Memorial Health
      System, Inc.
   -- First number reflects audit year ended September 30, 2004
   -- Second number reflects audit year ended September 30, 2005
   -- Investment returns smoothed at 6% unless otherwise noted

   * Inpatient admissions: 6,935; 6,755
   * Total operating revenues: $116 million; $124 million
   * Moody's-adjusted net revenue available for debt service:
     $13.5 million; $12.8 million
   * Total debt outstanding: $68.7 million; $65.2 million
   * Maximum annual debt service (MADS): $7.4 million;
     $7.4 million
   * MADS Coverage with reported investment income: 1.7 times;
     2.2 times
   * Moody's-adjusted MADS Coverage with normalized investment
     income: 1.8 times; 1.7 times
   * Debt-to-cash flow: 7.3 times; 7.4 times
   * Days cash on hand: 129 days; 127 days
   * Cash-to-debt: 56%; 63%
   * Operating margin: 2.3%; 1.7%
   * Operating cash flow margin: 9.6%; 8.3%


SCHUFF INT'L: Moody's Lifts Caa1 Corporate Family Rating to B3
--------------------------------------------------------------
Moody's upgraded Schuff's corporate family and senior note ratings
to B3 from Caa1 primarily as a result of the strong improvement in
the company's debt leverage metrics and operating performance as
evidenced by recent 2005 financial results.  With the recent
termination of the tender offer from Witherspoon Acquisition
Corp., the outlook has been changed to stable from developing.  
Moody's previous rating action on Schuff took place on March 7,
2006 when Moody's revised Schuff's outlook to developing from
positive following the announcement of the tender offer by
Witherspoon Acquisition Corp.

The key rating factors currently influencing Schuff's rating and
outlook are: the relatively high volatility of the company's
historical operating performance, the concentration of the
company's existing business contracts in a fairly small number of
large projects and the lack of geographical diversification.  In
addition, there is an increased level of uncertainty regarding the
company's future capital structure since the proposed Witherspoon
acquisition has proven to be unsuccessful

Established in 1976 and headquartered in Phoenix, Arizona, Schuff
International, Inc., is a steel fabrication and erection company
that provides a fully integrated range of steel services,
including design, engineering, detailing, joist manufacturing and
erection.  The company's shares are traded on the pink sheets
under the symbol SHFK.  Revenues and EBITDA for 2005 were $397
million and $40 million, respectively.


SEARS HOLDINGS: Says CA$18 per Ahre for Sears Canada is Final   
-------------------------------------------------------------
Sears Holdings Corporation (Nasdaq: SHLD) disclosed that the CA$18
offer by its wholly-owned subsidiary SHLD Acquisition Corp. for
all the common shares of Sears Canada is its best and final offer.  
Sears Holdings made the statement in response to speculation about
a possible further increase in its offer for Sears Canada's stock.

Alan Lacy, vice chairman of Sears Holdings said, "We are concerned
that speculation reported in the press may be misleading the
market regarding our intentions.  As a result, we are stating
clearly and categorically that we will not increase our price
further."

The SHLD Acquisition Corp. offer was previously extended until
11:59 p.m. on April 18, 2006.

Sears Holdings reported on April 3, 2006 that SHLD Acquisition
Corp. increased its offer for all outstanding common shares of
Sears Canada to CA$18 per share.  The Company also entered into an
agreement with Vornado Realty L.P. under which Vornado Realty L.P.
agreed to deposit its 7,500,000 shares to the enhanced offer no
later than today, April 7, 2006.

SHLD Acquisition amended the offer to provide that any dividend
paid after the date of the offer, including any regular quarterly
CA$0.06 per share dividend that may be paid, will be for the
account of and must be remitted to SHLD Acquisition by any
tendering stockholders.  

Under the terms of the amended offer, SHLD Acquisition Corp. will
no longer reserve the right to purchase shares on the TSX during
the term of the offer.

Giving effect to the tender of the Vornado shares, Sears Holdings
and its affiliates will own 75,437,870 common shares of Sears
Canada, or over 70% of the outstanding shares of Sears Canada, and
will have acquired over 35% of the minority interest in Sears
Canada.  Sears Holdings continues to discuss a support agreement
at the revised offer price with certain shareholders who together
own sufficient shares to assure Sears Holdings of a majority of
the minority shares, and believes that agreements at the revised
offer price will be reached and announced during this extension
period.  

While Sears Holdings cannot assure that an agreement will be
reached, in the event that a majority of the shares not owned by
Sears Holdings and its affiliates prior to the commencement of the
Offer either tender to or agree to support a potential going
private transaction through a back-end merger or other transaction
having an equivalent effect, Sears Holdings and its affiliates
will have sufficient shares to assure the necessary approval to
effect a potential going private transaction.

                       About Sears Holdings

Sears Holdings Corporation -- http://www.searsholdings.com/-- is  
the nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,900 full-
line and specialty retail stores in the United States and Canada.  
Sears Holdings is the leading home appliance retailer as well as
one of the leading retailers of tools, lawn and garden, home
electronics and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including such well-known labels as Lands'
End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands.  It also has Martha Stewart Everyday products,
which are offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada.

                      *     *     *

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Moody's Investors Service assigned a speculative grade liquidity
rating of SGL-1 to Sears Holdings Corporation and affirmed the
long-term ratings of the company and its subsidiaries with a
stable rating outlook.

Ratings affirmed:

  Sears Holdings Corp.:

     * Corporate family rating at Ba1

  Sears Roebuck Acceptance Corp.:

     * Senior secured bank facility at Baa3
     * Senior unsecured notes at Ba1

Rating assigned:

     * Speculative grade liquidity rating of SGL-1

The SGL-1 speculative grade liquidity rating is based on:

   * Sears Holdings' very good liquidity that reflects significant
     cash balances;

   * revolving credit availability; and

   * readily salable assets, including non-core brands and
     extraneous real estate, a sizeable amount of which is valued
     below market as a result of Kmart's significant
     post-Chapter 11 rebase of its pre-petition real estate
     portfolio.


SND Electronics: Taps BDO Seidman as Tax Accountants
----------------------------------------------------
SND Electronics, Inc. asks the U.S. Bankruptcy Court for the
District of Connecticut for permission to employ BDO Seidman, LLP,
as its tax accountants.

BDO Seidman will:

   a. prepare Federal Consolidated Income Tax return for the
      Debtor and its non-debtor subsidiaries;

   b. prepare pro forma Federal separate company returns for the
      Debtor's subsidiaries for the period ending December 31,
      2005;

   c. prepare states of Connecticut, New York, California, Texas,
      and Alabama corporate income tax returns for the Debtor's
      subsidiaries for the period ending November 30, 2005;

   d. provide analysis of financial transactions; and

   e. provide such other and additional services as may be
      required by the Debtor.

Robert C. Pedersen, a partner at BDO Seidman, tells the Court that
the Firm will receive:

      Transaction                         Amount
      -----------                         -------
      Retention Fee                       $10,750

      Upon providing information           $9,750
      for preparation of the
      corporate income tax returns

      Upon delivery of the tax returns     $5,250
                                          -------
      Total                               $25,750

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

Headquartered in Greenwich, Connecticut, SND Electronics, Inc. --
http://www.snd.com/-- distributes electronic equipment for   
computer and communications products.  The company filed for
chapter 11 protection on Mar. 9, 2006 (Bankr. D. Conn. Case No.
06-30286).  Douglas S. Skalka, Esq., at Neubert, Pepe, and
Monteith, P.C., represents the Debtor in its restructuring
efforts.  As of Feb. 24, 2006, the Debtor reported assets totaling
$10,323,554 and debts totaling $12,703,812.


SND Electronics: Taps Whitman Breed as Special Counsel
------------------------------------------------------
SND Electronics, Inc. asks the U.S. Bankruptcy Court for the
District of Connecticut for permission to employ Whitman Breed
Abbot & Morgan, LLC, as its special counsel.

Whitman Breed will:

   a. represent the Debtor in matters concerning employees with
      regard to employee benefits, employment contract claims or
      related issues;

   b. assist and advise bankruptcy counsel and other professional
      persons with background and other material information
      concerning the formation, development and operation of the
      Debtor and its affiliates;

   c. advise and assist Debtor's counsel and professional persons
      with compliance of all federal and state corporate
      regulatory requirements;

   d. represent the Debtor in matters concerning business
      operations and corporate matters, including certifications
      and licenses, customer agreements and vendor agreements
      essential to the Debtor's operations; and

   e. represent the Debtor in matters concerning the Debtor's
      subsidiaries.

Richard E. Mancuso, Esq., a principal of Whitman Breed, tells the
Court that the Firm's professionals bill:

      Professional                Hourly Rate
      ------------                -----------
      Partners                       $300
      Associates                  $185 - $200
      Paralegal                      $100

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

Mr. Mancuso can be reached at:

      Richard E. Mancuso, Esq.
      Whitman Breed Abbott & Morgan LLC
      100 Field Point Road
      Greenwich, Connecticut 06830
      Tel: (203) 869-3800
      Fax: (203) 869-1951
      http://www.whitmanbreed.com

Headquartered in Greenwich, Connecticut, SND Electronics, Inc. --
http://www.snd.com/-- distributes electronic equipment for   
computer and communications products.  The company filed for
chapter 11 protection on Mar. 9, 2006 (Bankr. D. Conn. Case No.
06-30286).  Douglas S. Skalka, Esq., at Neubert, Pepe, and
Monteith, P.C., represents the Debtor in its restructuring
efforts.  As of Feb. 24, 2006, the Debtor reported assets totaling
$10,323,554 and debts totaling $12,703,812.


SOLAR TRUST: Moody's Puts Low-B Ratings on 4 Certificate Classes
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of eight classes of Solar Trust,
Commercial Mortgage Pass-Through Certificates, Series 2001-1:

       * Class A-1, $39,825,642, Fixed, affirmed at Aaa
       * Class A-2, $100,188,936, Fixed, affirmed at Aaa
       * Class IO, Notional, affirmed at Aaa
       * Class B, $6,632,766, Fixed, upgraded to Aaa from Aa2
       * Class C, $7,838,723, Fixed, upgraded to Aa3 from A2
       * Class D, $9,044,681, WAC, upgraded to Baa1 from Baa2
       * Class E, $2,411,915, WAC, affirmed at Baa3
       * Class F, $6,029,787, Fixed, affirmed at Ba2
       * Class G, $1,205,957, Fixed, affirmed at Ba3
       * Class H, $3,014,894, Fixed, affirmed at B2
       * Class J, $1,205,957, Fixed, affirmed at B3

As of the March 15, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 24.9%
to $181.0 million from $241.2 million at securitization.  The
Certificates are collateralized by 37 loans, ranging in size from
less than 1.0% to 17.1% of the pool, with the top ten loans
representing 74.9% of the pool.

The pool has not experienced any losses to date.  One loan,
representing 1.2% of the pool, is in special servicing.  Moody's
is not anticipating any loss from this specially serviced loan.
Seven loans, representing 13.1% of the pool, are on the master
servicer's watchlist.

Moody's was provided with year-end 2004 operating results for
78.4% of the pool.  Borrowers are only required to submit annual
financial statements and thus 2005 operating results are not yet
available.  Moody's weighted average loan to value ratio is 68.8%,
compared to 74.4% at securitization.  Moody's upgrade is due to
increased credit support and improved overall pool performance.

The top three loan exposures represent 38.1% of the pool.  The
largest exposure is the Bayview Glen Retail Centre Loans, which
consists of three cross collateralized loans secured by a 300,000
square foot retail shopping center located in the Richmond Hill
suburb of Toronto, Ontario.  The center is 100.0% occupied, the
same as at securitization.  The loans are structured with 25-year
amortization schedules.  Moody's LTV is 64.0%, compared to 71.5%
at securitization.

The second largest loan exposure is the Place Sherbrooke Loan,
which is secured by a 331,000 square foot office property located
in Montreal, Quebec.  The property is 91.0% occupied, essentially
the same as at securitization.  The loan is structured with a 25-
year amortization schedule.  Moody's LTV is 56.8%, compared to
77.9% at securitization.

The third largest loan exposure is the Windsor Outlet Mall Loan,
which is secured by a 150,000 square foot retail outlet center
located in Windsor, Ontario.  The center is 100.0% leased,
essentially the same as at securitization.  The loan is structured
with a 25-year amortization schedule.  Moody's LTV is 68.3%,
compared to 71.2% at securitization.

The pool's collateral is a mix of retail, office and mixed use,
lodging, industrial, and multifamily.  The collateral properties
are located in 6 provinces.  The highest province concentrations
are Ontario, Quebec and Nova Scotia.  All of the loans are fixed
rate.  Twenty-seven loans, representing 64.9% of the pool, are
recourse to the respective borrowers and full or partial recourse
to the guarantors.


STRIPS III: Improved Credit Quality Cues Moody's to Lift Ratings
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of six classes and
affirmed the rating of one class of STRIPs III LTD., STRIPS III
CORP., Master Trust, STRIPs III, Series 2004-1 Notes:

    * Class A-1-FLT, $167,952,468, Floating, affirmed at Aaa
    * Class G, $5,400,000, Fixed, upgraded to Aaa from A3
    * Class J, $3,000,000, Fixed, upgraded to Aa2 from Baa2
    * Class K, $3,000,000, Fixed, upgraded to A1 from Baa3
    * Class L, $2,100,000, Fixed, upgraded to A3 from Ba1
    * Class M, $2,100,000, Fixed, upgraded to Baa2 from Ba2
    * Class N, $2,000,000, Fixed, upgraded to Baa3 from Ba3

As of the March 22, 2006 distribution date, the transaction's
aggregate bond balance has decreased by approximately 33.6% to
$185.6 million from $279.4 million at securitization.  The
Certificates are collateralized by all or a portion of 16 interest
only certificates from 16 CMBS pools and grantor trust
certificates secured by a portion of the interest payments from 33
fixed rate certificates from 24 pools.  The decrease in the
transaction's bond balance is due to the application of interest
payments from the CMBS bonds and grantor trust certificates to the
reduction of the principal balance of Class A-1-FLT.

The upgrade of Classes G, J, K, L, M and N is due to the pay down
of the senior class and subsequent increased credit enhancement as
well as the improved credit quality of the CMBS collateral. Since
securitization, Moody's has upgraded 10 of the 41 Moody's rated
classes.  No ratings or shadow ratings were downgraded.  All of
the CMBS bonds and grantor trust certificates are rated or shadow
rated investment grade.  The underlying CMBS pools have benefited
from defeasance.  Approximately 16.7% of the outstanding balance
in the underlying CMBS pools has defeased. Seventeen of the
underlying CMBS pools, which contribute 40.4% of the transaction's
collateral, have defeasance in excess of 15.0%.

The CMBS certificates are from pools securitized between 1997 and
2003.  The three highest vintages are 1999, 2000 and 2003.  The
five largest exposures are CSFB 1998-C1, GEMCM 2000-C1, LBUBS
2001-WM, CMAT 1999-C1 and LBUBS 1999-C1.


STARWOOD HOTELS: Has Access to $300MM More under Credit Facility
----------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc., gets access to
$300 million more under its February 10, 2006, Credit Agreement
until June 30, 2006.  The March 31, 2006, amendment to the Credit
Agreement increasing the borrowing capacity for a limited period
was inked on March 31, 2006, with:

   * Deutsche Bank AG New York Branch, as Administrative Agent;

   * JPMorgan Chase Bank, N.A., as Syndication Agent;

   * Societe Generale, as Syndication Agent;

   * Bank of America, N.A., as Co-Documentation Agent;

   * Calyon New York Branch, as Co-Documentation Agent;

   * Deutsche Bank Securities Inc., as Lead Arrangers and Book
     Running Manager;

   * J.P. Morgan Securities Inc., as Lead Arrangers and Book
     Running Manager;

   * Banc of America Securities LLC, as Lead Arrangers and Book
     Running Manager;

   * The Bank of Nova Scotia, as Senior Managing Agent;

   * Citicorp North America, Inc., as Senior Managing Agent;

   * Royal Bank of Scotland PLC, as Senior Managing Agent; and

   * Nizvho Corporate Bank, Ltd., as Managing Agent.

The five-year Senior Credit Facility was originally for
$1.5 billion.  The Facility will be used for general corporate
purposes.  The Facility matures February 10, 2011, and has a
current interest rate of LIBOR + 0.70%.  

A full-text copy of the Amendment to the Credit Agreement is
available for free at http://ResearchArchives.com/t/s?790

                      About Starwood Hotels

Headquartered in White Plains, New York, Starwood Hotels & Resorts
Worldwide, Inc. -- http://www.starwoodhotels.com/-- is one of the
leading hotel and leisure companies in the world with
approximately 750 properties in more than 80 countries and 120,000
employees at its owned and managed properties.  With
internationally renowned brands, Starwood(R) corporation is a
fully integrated owner, operator and franchiser of hotels and
resorts including: St. Regis(R), The Luxury Collection (R),
Sheraton(R), Westin(R), Four Points(R) by Sheraton, and W(R),
Hotels and Resorts as well as Starwood Vacation Ownership, Inc.,
one of the premier developers and operators of high quality
vacation interval ownership resorts.

                         *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
Moody's Investors Service confirmed Starwood Hotels & Resorts
Worldwide Inc.'s Ba1 Corporate Family Rating, affirmed its SGL-2
rating and revised the rating outlook to Positive.  Moody's also
confirmed the ratings of Sheraton Holdings Corp. at Ba1.

As reported in the Troubled Company Reporter on Mar. 29, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' ratings on
Starwood Hotels & Resorts Worldwide Inc. subsidiary ITT Corp.'s:

   * $450 million senior unsecured notes, and
   * $150 million senior unsecured notes.

All other existing ratings for Starwood were affirmed, including
the 'BB+' corporate credit rating.  S&P said the rating outlook is
positive.


SECURUS TECH: Weak Results Prompt Moody's to Downgrade Ratings
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Securus
Technologies, Inc.  The downgrade is based upon the softer
operating results than Moody's had expected when the ratings were
initially assigned, and Moody's opinion that EBITDA is unlikely to
increase in the near term as margins continue to experience
competitive pressure.  Moody's also affirmed Securus's speculative
grade liquidity rating of SGL-3.

The affected ratings are:

Downgrades:

   * Corporate Family Rating, Downgraded to B3 from B2

   * Senior Secured Regular Bond/Debenture, Downgraded
     to B3 from B2

Outlook Actions:

   * Outlook, Changed To Stable From Rating Under Review

The B3 corporate family rating reflects the company's very
competitive operating environment, its high leverage, thin margins
and coverage and lack of free cash flow generation.  In 2004, two
of Securus's largest customers sold their businesses to Securus
competitors.  This transition caused a significant decline in
revenues and operating profits from the Telecommunications
Services business segment and future declines are likely.

Additional large accounts are likely to come up for bid on a
Direct Call Provisioning basis as the large integrated
telecommunications service carriers exit the market and
independents like Securus seek to gain market share.  At Dec. 31,
2005, Securus's reported balance sheet debt of $203.9 million was
5.2 times 2005 EBITDA of $39.2 million, EBITDA coverage of
interest expense was 1.5 times, and the company's EBITDA margin
was 10.4%.

Going forward, Moody's does not expect improvements in the
company's margin or interest coverage.  Leverage will increase,
however, as the company's debt burden will continue to grow as the
senior subordinated notes accrete at 17%.  In order to grow its
direct call provisioning business revenues, Securus is likely to
keep capital spending around current levels.  This could defer
free cash flow generation, forcing the company to rely more
heavily on its revolving credit facility putting additional
pressure on leverage.

The rating outlook is stable as Moody's expects operating results
to be flat and for Securus to continue to have access to its $30
million senior secured revolving credit facility.  The ratings
could be upgraded should Securus financial performance improve to
begin generating material free cash flow and debt to EBITDA falls
below 4.75 times.  The ratings are likely face downward pressure
if financial results deteriorate such that debt to EBITDA exceeds
6.0 times.  Should Securus seek significant amounts of additional
debt capital in order to pursue growth opportunities, the ratings
could also come under pressure.

In Moody's opinion, Securus maintains an adequate liquidity
profile despite potential negative cash flow over the next four
quarters.  Liquidity is provided by the company's $30 million
revolving credit facility, and at March 28, 2006, there was $18.6
million of unrestricted borrowing availability under this
revolver.  The primary financial covenant requires Securus to
maintain the ratio of EBITDA to cash interest of at least 1.75
times.

For the 12 months ended Dec. 31, 2005, Securus generated $29.8
million of cash from operations and spent $26.3 million on capital
expenditures, yielding free cash flow of $3.5 million. Going
forward, Moody's expects breakeven to negative cash flows as
capital spending remains high as the company seeks to grow its
direct provisioning business.  This will increase the company's
reliance on its revolving credit facility.  However, as Securus
has no material debt amortization requirements in the upcoming 12
months, Moody's believes availability under the revolver to be
adequate to cover the company's working capital needs and to fund
any negative free cash flows during the year.

Based in Dallas, Texas, Securus Technologies is an independent
provider of inmate telecommunications services to correctional
facilities in the US and Canada with 2005 revenues of $377
million.


SOUTHERN STAR: Moody's Upgrades Corporate Family Rating to Ba1
--------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Southern Star Central Corp. to Ba1 from Ba2 and assigned new
ratings to the proposed notes of Holdco and its subsidiary
Southern Star Central Gas Pipeline, Inc.  Moody's expects to
withdraw their existing senior secured ratings over the next few
weeks once those obligations are retired in the refinancing that
Southern Star has just announced.  With the assignment of these
new ratings, the rating outlooks for both Holdco and Opco are
changed to stable from positive.

The upgrade of Southern Star's Corporate Family Rating and the
higher ratings on its new debt acknowledge the improvement in its
financial outlook from a decrease in leverage from a conversion of
a preferred issue to common equity and an increase in revenues
from a rate increase.  The new ratings assume Southern Star re-
financing its debt in the amount and terms as currently
contemplated.  The company expects both the Holdco and Opco to
recapitalize on a senior unsecured basis.

The current financing environment is positive, particularly for
stable energy assets such as those held by Southern Star, reducing
the company's refinancing risk.  Southern Star's improving credit
fundamentals also make it likely that it could obtain financing
under less restrictive terms than before.  All of Opco's debt come
due this year, and Holdco's sole debt obligation is currently
being tendered.  Southern Star plans to refinance the roughly $400
million of existing senior secured obligations and related costs
with $430 million of new senior unsecured notes.

Key Rating Drivers: The key credit strength of Southern Star is
   its very stable revenues, which are underpinned by long-term
   contracts with creditworthy shippers at rates substantially at
   maximum allowed levels.  Its key constraining factors include
   its limited scale and scope -- a single-asset operation
   supporting more leverage relative to its peers.  Another is
   its still untested track record under the sponsorship by a
   joint venture between GE Energy Financial Services, Inc., and
   Caisse de depot et placement du Quebec.  Although GE and CDP
   have been supportive of Southern Star's financial position
   since acquiring it last August, it remains to be seen how
   their financial policy for Southern Star will evolve over
   time.  The proposed covenant package provides limited
   protection for the company's new debtholders.

Rating Outlook: The stable rating outlook for Southern Star
   reflects the stability of its only asset, a regulated
   interstate natural gas pipeline.  While this asset presents
   limited downside, we also expect little upside in revenues
   outside a rate increase and incremental expansion projects.
   Southern Star's ratings are based on its sponsors' current
   financial policy and business strategy for Southern Star and
   the company maintaining consolidated adjusted leverage at no
   higher than the low 60% range and EBIT/interest at about 2x.

Headquartered in Owensboro, Kentucky, Southern Star Central Corp.
is the holding company for Southern Star Central Gas Pipeline,
Inc., an interstate natural gas pipeline.

Upgrades:

   Issuer: Southern Star Central Corp.
   * Corporate Family Rating, Upgraded to Ba1 from Ba2

Assignments:

   Issuer: Southern Star Central Corp.
   * Senior Unsecured Regular Bond/Debenture, Assigned Ba3

   Issuer: Southern Star Central Gas Pipeline, Inc.
   * Senior Unsecured Regular Bond/Debenture, Assigned Baa3

Outlook Actions:

   Issuer: Southern Star Central Corp.
   * Outlook, Changed To Stable From Positive

   Issuer: Southern Star Central Gas Pipeline, Inc.
   * Outlook, Changed To Stable From Positive


TANGER FACTORY: Won't Proceed with Pennsylvania Tax Litigation
--------------------------------------------------------------
Tanger Factory Outlet Centers, Inc. (NYSE: SKT) reported that, on
April 5, 2006, the Washington County, Pennsylvania court dismissed
all the complaints and appeals that had been filed against the
previously approved tax increment financing associated with the
company's development site near Pittsburgh, Pennsylvania.

The court concluded that the case should be dismissed because it
lacked jurisdiction over the case and also determined, consistent
with Pennsylvania case law, that the plaintiffs were unable to
establish any violation by the taxing jurisdictions that were
worth judicial intervention.

"We are very happy to have received a positive outcome on the TIF
appeal," Stanley K. Tanger, Chairman of the Board and Chief
Executive Officer stated.  "Based on the judge's order and the
applicable statutory and judicial law, we have reason to believe
any further appeal will be unlikely to succeed.  We are therefore
moving forward with our plans to develop a Tanger Outlet Center."

Based on the positive outcome of this appeal, Tanger has signed a
$2.2 million contract with Allegany Power to relocate certain
power lines currently located on the property.  The relocation is
scheduled to begin in July 2006 and be completed by the fourth
quarter of 2006.  The time frame allows Tanger to reaffirm its
estimated fourth quarter 2007 opening date for the center.

                   About Tanger Factory Outlet

Based in Greensboro, NC, Tanger Factory Outlet Centers, Inc. --
http://www.tangeroutlet.com/-- a fully integrated, self-  
administered and self-managed publicly traded REIT, presently owns
29 centers in 21 states coast to coast, totaling approximately 8
million square feet of gross leasable area.  Tanger also owns a
50% interest in one center containing approximately 402,000 square
feet and manages for a fee three centers totaling approximately
293,000 square feet.

                          *     *     *

Moody's Investors Service assigned a Ba1 rating on Tanger
Factory's Preferred Stock on June 2005.


THILMANY LLC: S&P Rates Planned $150 Million Sr. Sub. Notes at B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Thilmany LLC and removed it from CreditWatch
where it was placed with negative implications on Feb. 28, 2006.
The outlook is stable.  The action followed Thilmany's
announcement that it will acquire unrated Packaging Dynamics Corp.
in a transaction valued at $268 million.  When the transaction
closes, which is expected to occur in the second quarter of 2006,
Thilmany will be renamed Packaging Dynamics Corp.
     
At the same time, Standard & Poor's assigned its 'BB-' senior
secured debt rating and '1' recovery rating to the proposed $90
million senior secured term loan due 2013 of the new Packaging
Dynamic entity and assigned its 'B-' subordinated debt rating to
the proposed $150 million senior subordinated notes offering to be
issued by affiliate, Packaging Dynamics Finance Corp.  Proceeds
from the debt financings and equity infusions from the equity
sponsor Kohlberg & Co. will be used to fund the acquisition of
Packaging Dynamics and repay debt.
     
"The proposed combination of Thilmany and Packaging Dynamics is
mildly positive for Thilmany's business profile in that it expands
the company's diversity of end markets, products, customers, and
manufacturing locations," said Standard & Poor's credit analyst
Dominick D'Ascoli.  "However, even with the merger, the combined
company will still have limited diversity compared to some of its
peers.  Mitigating integration risks are a minimal number of
overlapping customers, ability to reduce costs through corporate
and operational synergies, and rationalization of manufacturing
facilities."
     
The new Packaging Dynamics, based in Kaukauna, Wisconsin, will
remain closely tied to International Paper Co. (IP)
(BBB/Negative/A-3), the former parent of Thilmany.  Numerous paper
and wood supply agreements with IP provide these materials at
favorable pricing.  However, the supply agreement for use of a
paper machine at one of IP's mills will leave Packaging Dynamics
partially dependent on IP for its production.  The company's
production concentration and significant reliance on IP will
heighten credit risk.
     
Pro forma for the proposed transaction, Packaging Dynamics will
have limited cash balances and $61 million available under its
$125 million revolving credit facility that matures in 2011.
     
Standard & Poor's expects limited but relatively stable free cash
flow.  The rating agency could revise the outlook to negative if:

   * leverage increases because of debt-financed acquisitions;
   * costs increases faster than prices; or
   * liquidity becomes constrained.

Standard & Poor's does not expect to revise the outlook to
positive over the intermediate term because of the company's
vulnerable business risk profile and very aggressive financial
profile.


TIME & TEMPERATURE: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Time & Temperature Company
        1502 A Eastman Avenue
        Ventura, California 93003

Bankruptcy Case No.: 06-10148

Chapter 11 Petition Date: April 6, 2006

Court: Central District Of California (Santa Barbara)

Judge: Robin Riblet

Debtor's Counsel: Andrews A. Goodman, Esq.
                  Greenberg & Bass
                  16000 Ventura Boulevard #1000
                  Encino, California 91436
                  Tel: (818) 382-6200

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 8 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Budd T. Pohle                    Various Loans       $1,339,893
1047 Garrido Court               from 1973-2006
Camarillo, CA 93010

Janet Williams                   Unpaid Commission     $177,096
425 Monte Vista Drive
Santa Paula, CA 93060

Karin Gugganmos                  Loans to Company      $196,362
16502 Malahat Road
Apple Valley, CA 92307

Cyndy Edgell                     Loans to Company      $226,362

Cislo & Thomas                   Attorney              $115,254

Analysis Group                                          $24,115

Eastman LLC                      Loans                  $33,000

Thomas Tignino & Associates                              $2,199


TLC FUNDING: Moody's Junks Rating on $50 Million Term Facility
--------------------------------------------------------------
Moody's Investors Service assigned first time ratings to the
proposed Senior Secured Credit Facility and Corporate Family
Rating of TLC Funding Corporation.  TLC Funding Corporation will
use the proceeds of the facility to purchase the assets of TLC
Health Care Services, Inc., a Delaware Corporation.  The ratings
outlook is stable.

The new ratings assigned:

   * $25 million Senior Secured Revolver, due 2011, rated B2

   * $120 million Senior Secured First Lien Term Facility, due
     2012, rated B2

   * $50 million Second Lien Term Facility, due 2013, rated Caa1

   * Corporate Family Rating, rated B2

   * Stable ratings outlook

The ratings are subject to our review of executed documentation.

The ratings reflect the company's small size, minimal amount of
operating and free cash flow, as well as the company's limited
history as a stand-alone entity.  Medicare accounts for
approximately 87% of the company's revenues and any adverse
reimbursement changes could pressure margins.  Moody's concedes
that Medicare offers more favorable rates and payment terms as
compared to other payers.

The ratings also consider the company's strategy of acquiring
other home care companies, including two recent acquisitions that
have aggregate annual revenue of over $65 million, increasing pro-
forma revenues for the last twelve months to over $300 million.  
These acquisitions create the following risks: potential loss of
employees and key referral sources; the effort to integrate
information systems and culture of multiple companies; potential
diversion of management's time; increase in debt and intangible
assets as well as undisclosed liabilities and compliance problems;
and more time and money to realize synergies than expected.

The company's results have been unfavorably affected by the under-
performance of several locations.  While the company has
established plans to improve the operations of these locations,
the results of these operations have recently negatively affected
the rate of revenue growth and constrained the level of margin
improvement.

The ratings also consider the high turnover and increasing wages
and benefits needed to retain existing employees and management,
which constrains the level of gross margin improvement.  Being a
provider of home health care services to Medicare patients, TLC
has significant regulatory requirements and compliance costs while
being liable for malpractice or workers' compensation claims.

The ratings also reflect TLC's position as a national home health
provider.  The home health market is a large and growing market
because of patient acceptance and physician preference for home
health, the demographics of an aging population, as well as
government and managed care support of home health as a low cost
alternative to nursing homes and hospitals.  In addition, the
business has benefited from medical and technology advances that
allow more illnesses to be treated at home.  The home health
market is very fragmented with public companies accounting for
less than 5% of total home health spending.  Further, the industry
benefits from stable reimbursement and has lower general and
professional liability costs relative to nursing homes and
hospitals.

The company has been able to differentiate itself through the
following factors: developing a national network of offices;
offering a full continuum of services including personal care,
medical social work, skilled therapy, skilled nursing and home
care; strong clinical and information systems, and the company
operates in nine certificate of need states, which creates
barriers to entry.  Moody's notes that the company has a more
attractive payer mix, resulting in higher margins than the average
home care provider.  The company also benefits from using its
scale to reduce supply costs while leveraging other fixed items.

Moody's believes that the company has multiple opportunities to
expand its revenue and margins based on several developments.
First, the recent investment in the sales infrastructure and an
improved incentive system should translate into continued growth
in volume.  Further, the implementation of several key operating
initiatives should allow TLC to generate higher revenue per
patient while reducing operating costs at the same time.  Finally,
the company will benefit from economies of scale and leveraging
corporate overhead.

Since working capital is expected to be a minimal source of cash,
and capital spending is likely to continue to be less than 3% of
combined revenues on an annual basis, stable, mid-single digit
revenue growth and higher margins should occur.  These factors
could translate into expected free cash flow of $5 to $10 million
a year in 2006 and 2007, resulting in adjusted free cash flow to
adjusted debt of 3% to 7% for the same periods.

The stable ratings outlook incorporates Moody's belief that the
company will be able to grow revenues by 5% to 7% over the next
few years as the company expands in both existing and new markets,
adding new programs such as hospice and improving results at the
recently underperforming locations.  Moody's expects margins to
expand modestly as the company improves productivity and
establishes best practices through its clinical information
programs.

TLC credit metrics put the company at the lower-end of the B2
rating category and, as a result, accelerated debt repayment or
greater than expected margin improvement would serve to strengthen
its position in the existing rating category.  If the company is
able to generate and sustain adjusted free cash flow to debt of 7%
to 10%, the ratings outlook could become more favorable.

The ratings could face downward pressure if there is a significant
deterioration in the company's core business, including lower than
anticipated volume, higher labor costs and substantial pressure on
rates.  In addition, the ratings outlook would become unfavorable
if the company's credit metrics of adjusted free cash flow to
adjusted debt were to fall below 1% on a sustained basis.

TLC Funding Corp., is a special purpose bankruptcy remote
corporation formed for the sole purpose of entering into the
senior secured credit facilities, the proceeds of which will be
used to purchase a substantial portion of the assets from TLC,
excluding current assets, real estate and non-assignable
contracts.  Immediately after its purchase of these assets, TLC
Funding will lease all of the assets back to TLC.  Under the lease
agreement, TLC will be obligated to make quarterly rent payments
that will be equal in amount to the quarterly interest and
principal payable under the credit facilities.

The first lien credit facilities benefit from a first priority
security interest in all of the acquired assets of TLC Funding
Corp., including the assets granted by TLC, and include a first
priority pledge of all the capital stock of TLC and its
subsidiaries, plus a pledge and assignment of all the
lease/purchase facilities.  The ultimate HoldCo and all of its
direct and indirect subsidiaries will guarantee the senior credit
facility.

The second lien notes are junior to the first liens in support of
the senior credit facilities and existing liens on equipment and
related leases.  TLC Funding Corp is not a separate reporting
entity and they are owned by a third party, independent of both
TLC and TLC Holdings I Corp.  This structure enables TLC to remain
compliant with the Shari-ah, which tolerates the receipt of lease
payments, but forbids the receipt of interest payments.

The B2 ratings for the first lien credit facility reflect the
security and guarantee by all the assets and capital stock of TLC
and its subsidiaries.  The first lien credit facility is rated at
the Corporate Family Rating due to the fact that the facility may
not have adequate protection under a distressed scenario and
consists of a significant portion of the overall capital
structure.  Once the transaction closes, Moody's expects that
goodwill and intangibles will account for 75% to 85% of total
assets in 2006, resulting in minimal asset coverage and alternate
liquidity.

The second lien facility has been rated two notches below the
Corporate Family Rating reflecting its junior status relative to
the first lien facilities and the increased risk of loss under a
distressed scenario.  The Caa1 rating also reflects the structural
subordination and second priority interests in the assets securing
the first lien facilities.

Moody's expects that TLC will have sufficient cushion within the
financial covenants of its proposed credit facility.  The company
will have both a maximum leverage ratio and fixed charge coverage
ratio and Moody's anticipates that the company will remain in
compliance with the financial covenants under its credit facility
for the next twelve months.  It is critical that the company
commits to paying down its Term Loan with excess cash in order to
remain compliant with its covenants, which is likely because of
its low working capital and capital investment needs.  While TLC
does not have much cash, Moody's rating incorporates our
expectation that availability under the company's $20 million
proposed revolving credit facility will remain at or near full
capacity over the next twelve months.

TLC Health Care Services, Inc., is a leading provider of home
health care services with 104 locations in 23 states and the
District of Columbia.  TLC provides a wide range of skilled
nursing and home health aide services to assist patients with
activities of daily living.  On a pro forma basis for the twelve
months ended March 31, 2006, giving effect to acquisitions as if
they had occurred on April 1, 2005, the company would have
generated revenue in excess of $300 million.


TONY LAW: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Tony Law
        dba Kuality Constructions
        969 Edgewater Boulevard, Building G #788
        Foster City, California 94404

Bankruptcy Case No.: 06-30240

Chapter 11 Petition Date: April 6, 2006

Court: Northern District of California (San Francisco)

Debtor's Counsel: James F. Beiden, Esq.
                  840 Hinckley Road #245
                  Burlingame, California 94010
                  Tel: (650) 697-6100

Total Assets:   $970,016

Total Debts:  $1,289,078

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
HSBC Mortgage Corporation        Joint Tenancy         $589,075
c/o Robert E. Weiss Inc.         Interest
Foreclosure Department
920 Village Oaks Drive
Covina, CA 91724

Deep Green Bank                  Real Estate/          $195,000
22901 Millcreek Boulevard        Property
#500 Beachwood, OH 44122

Chase                            Real Estate/          $105,344
P.O. Box 78036                   Property
Phoenix, AZ 85062

Franchise Tax Board              Taxes                  $27,511

Ming Ngoi                        Credit Card            $20,015

BMW Bank of North America        Credit Card            $15,069

Capital One                      Credit Card            $10,346

Home Depot                       Credit Card             $9,980

Direct Merchants Bank            Credit Card             $7,358

Discover                         Credit Card             $5,398

HSBC Card Services               Credit Card             $5,092

Orchard Bank                     Credit Card             $4,837

Home Depot Credit Services       Credit Card for         $3,261
                                 Lanworx Co.

Bank of A Visa                   Credit Card             $3,064

AT&T Universal Card              Credit Card             $2,000

The Associates                   Credit Card for         $1,994
                                 Lanworx Co.

Sears                            Credit Account          $1,426


TOWER AUTOMOTIVE: Asks Court to Approve Settlement with Retirees
----------------------------------------------------------------
On April 6, 2006, Tower Automotive, Inc. (Pink Sheets: TWRAQ.PK),
asked the U.S. Bankruptcy Court for Southern District of New York
to approve settlements with two groups representing current and
future retirees.  Both settlements include modifications to
retiree health care benefits that are imperative to Tower's
successful restructuring and emergence from bankruptcy.  The
settlements cover retired salaried employees company-wide and
current and future retirees of the recently closed Milwaukee
facility.

         Official Committee of Retirees' Agreement Terms

The agreement with salaried retirees was reached on April 5, 2006,
with the Official Committee of Retirees.  Under the agreement,
Tower will continue its current benefit payments to salaried
retirees through June 30, 2006.  The Retiree Committee will
establish a Voluntary Employee Benefits Association trust to
administer future benefits.  Tower will make a cash payment to the
VEBA on July 1 and another payment in cash and/or equity when the
company emerges from Chapter 11 reorganization.  These payments
will total approximately $5 million.  If Tower's reorganization is
not completed by July 1, the company will make supplemental cash
payments to the VEBA until the reorganization is complete.

In addition, retiree life insurance will continue at the current
benefit levels.  The Retiree Committee represents approximately
200 retired salaried workers and their dependents.

                     Terms of the Union Pact

Tower also submitted to the Court a previously reported agreement
with unions representing employees and retirees at its Milwaukee
manufacturing facility.  Under that agreement, Tower will continue
current benefit payments through June 30, 2006.  A separate VEBA
will administer benefits for current and future Milwaukee retirees
beginning July 1.  The company will contribute approximately
$30 million in equity in the reorganized company to the VEBA when
Tower emerges from bankruptcy.  Tower may make additional cash
payments if certain financial milestones are met.

The Milwaukee agreement covers approximately 4,600 current and
future retirees and their dependents.  The Milwaukee location
ceased operations last month.

"The decision to ask our retired colleagues for changes to the
benefits they receive was a difficult one, but it is a necessary
step in achieving the cost savings that are critical to our
reorganization plan," said Kathleen Ligocki, president and chief
executive officer of Tower.  "These agreements, which resolve over
90 percent of Tower's retiree obligations, enable the company to
reduce its costs while providing a framework for continued
healthcare coverage.  We appreciate the retirees' willingness to
join with us in doing their part to ensure that our reorganization
plan is successful, and we are pleased that agreements could be
reached without the need for the Bankruptcy Court to rule on
Tower's request to modify the benefits."

                     About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.


TRANS-INDUSTRIES: Case Summary & 69 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Trans-Industries, Inc.
             1780 Opdyke Court
             Auburn Hills, Michigan 48326

Bankruptcy Case No.: 06-43993

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Transign, Inc.                             06-43995
      Transmatic, Inc.                           06-43997
      Vultron, Inc.                              06-43998

Type of Business: The Debtors manufacture and market
                  proprietary electronic information
                  displays, lighting products, and
                  environmental systems for transit vehicles,
                  highways, and commercial applications.  
                  See http://www.transindustries.com/

Chapter 11 Petition Date: April 3, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtors' Counsel: Kenneth A. Flaska, Esq.
                  Dawda, Mann, Mulcahy & Sadler, PLC
                  39533 Woodward Avenue, Suite 200
                  Bloomfield Hills, Michigan 48304
                  Tel: (248) 642-3700
                  Fax: (248) 642-7791

                           Estimated Assets      Estimated Debts
                           ----------------      ---------------
Trans-Industries, Inc.     $1 Million to         $1 Million to
                           $10 Million           $10 Million

Transign, Inc.             $1 Million to         $1 Million to
                           $10 Million           $10 Million

Transmatic, Inc.           $1 Million to         $1 Million to
                           $10 Million           $10 Million

Vultron, Inc.              $1 Million to         $1 Million to
                           $10 Million           $1 Million

A. Trans-Industries, Inc.'s 9 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
RA Capital Advisors                             $427,764
12340 El Camino Real, Suite 450
San Diego, CA 92130

Dawda, Mann, Mulcahy & Sadler, PLC               $60,083
39533 Woodward Avenue, Suite 200
Bloomfield Hills, MI 48304

Calfee, Halter & Griswold                        $48,786
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, OH 04115

NASDAQ                                           $10,086

American Stock Transfer & Trust                   $1,300

Financial Relations Board                         $1,141

Kamar Office Products                               $422

Pitney Bowes Purchase Power                         $205

Dunn & Bradstreet                                   $175

B. Transign, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Complete Document Management                     $48,820
21199 Hilltop Street
Southfield, MI 48034

Waterford Township Treasurer                     $28,275
P.O. Box 79001
Detroit, MI 48279

Rex Manufacturing                                $22,338
9861 Dixie Highway
Clarkston, MI 48348

Penn Engineering Motion Technologies              $8,601

Dreison Int'l Inc.                                $8,090

American Technical Fabrications, LLC              $7,881

D&L Ward Mfg. Corp.                               $4,049

Meliss Co. Inc.                                   $3,789

MPT Drivers Inc.                                  $2,641

United Parcel Service                             $2,580

Consumers Energy                                  $2,462

Troyon Technologies                               $2,330

DTE Energy                                        $2,056

Powers Precision Machines                         $1,968

Specialty Mfg. Co. Inc.                           $1,804

Eagle Products, Inc.                              $1,588

P&M Lighting                                      $1,518

Senoco                                            $1,061

GE Capital                                        $1,012

North Light Color                                Unknown

C. Transmatic, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Omega Protrusions, Inc.                         $233,847
1331 South Chillocothe Road
Aurora, OH 44202

Q-Technology Inc.                               $129,484
189 Contractors Street
Livermore, CA 94550

Greyhawk Technologies                           $128,239
11500 Northeast 76th Street
A-3 PMB 102
Vancouver, WA 98662

Dustcontrol International AB                    $107,987

Genesta                                          $93,087

American Technical Fabricators                   $74,328

Dawda, Mann, Mulcahy & Sadler, PLC               $45,093

Avnet Electronics                                $44,550

H-P Technologies Products                        $33,847

Michigan Extruded Aluminum                       $33,535

AMELI S.P.A.                                     $33,051

Integrated Logistics Solutions                   $25,975

Matrix Railway Corp.                             $21,861

Total Plastics, Inc.                             $21,096

UPS Supplies Chain Solutions                     $20,976

LAZO Technologies                                $19,688

Platium Plus for Business                        $18,198

GE Supply                                        $15,463

Consumers Energy                                 $15,171

AMTEK Inc.                                       $14,158

D. Vultron, Inc.'s 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
City of Bad Axe Taxes                            $36,108
300 East Huron
Bad Axe, MI 48143

JTW Air Express                                  $31,733
30690 Cypress
Romulus, MI 48174

American Sign Products                           $22,463
384 East Highland Road
Macedonia, OH 44856

LAZO Technologies                                $19,300

Manabal-A.H. Rent                                $16,493

CJ Hood Co.                                      $14,980

Hertz Equipment Rental                           $14,270

Candlewood Suites Tempe                          $10,814

Artografx                                         $8,615

Excel Electro Circuits Inc.                       $6,238

Cleveland Circuits                                $5,143

Trillium Staffing Solutions                       $3,314

Bliss McGlynn PC                                  $3,348

Arrow Electronic Inc.                             $3,126

Hertz Corp.                                       $2,630

GB Sales & Service                                $2,475

Musilli Brennan Letvin & Parnell PL               $2,373

Brooks & Kushman                                  $2,039

K&F Electronics                                   $2,006

City of Auburn Hills                              $1,848


TRUE TEMPER: Moody's Holds B2 Rating on Amended Credit Agreement
----------------------------------------------------------------
Moody's affirmed True Temper Sports, Inc.'s B2 corporate family
rating.  Moody's also affirmed the B2 rating on True Temper's
amended and restated credit agreement, which allows the company to
issue approximately $15 million of additional term loans, thus
upsizing the term loan to $111 million from the current $96
million level outstanding.  Moody's also affirmed the Caa1 rating
on the company's senior subordinated notes.

The ratings affirmation, despite the potential for $15 million of
additional debt, recognizes the $12 million of term loan debt
reduction that occurred in 2005, combined with Moody's expectation
that the company should sustain favorable levels of operating
performance in 2006 relative to the prior year based on new OEM
product launches in the second half of the year as well as
relatively lean distribution channels.  Moody's notes that the
amended and restated credit agreement also resets financial
covenant levels, and permits greater levels of capital spending
and flexibility for future acquisitions.  The ratings outlook is
stable.

These ratings were affirmed:

   * Corporate family rating, B2;

   * $20 million senior secured revolving credit facility due
     2009, B2;

   * $111 million senior secured term loan B due 2011, B2;

   * $125 million senior subordinated notes due 2011, Caa1.

The stable outlook reflects Moody's expectation that True Temper
will sustain or increase the current volume of business such that
free cash flow will remain positive while debt to EBITDA will
remain below 7.0 times using Moody's standard analytic
adjustments.

Although Moody's anticipates limited upward rating pressure over
the near-term, positive pressure could be applied to the ratings
over the longer-term if steady progress in debt reduction results
in debt to EBITDA declining below 6.0 times while also sustaining
a free cash flow to debt metric in the range of 5% to 7%.

Moody's recognizes that the amended credit agreement permits
greater levels of capital spending or future acquisitions.  To the
extent that higher capital spending levels or spending for the
integration of acquisitions results in only breakeven or negative
free cash flow levels, or if performance trends deteriorate
resulting in debt to EBITDA exceeding 7.0 times, the ratings could
be pressured.

Headquartered in Memphis, Tennessee, True Temper Sports, Inc. is
the leading manufacturer of steel golf club shafts.  The company
also participates in the premium-end of the graphite golf shaft
market and manufactures tubular components for other recreational
sports including hockey and bicycling.  Sales were approximately
$118 million in 2005.


TRUE TEMPER: S&P Affirms B Corp. Credit Rating With Neg. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on golf
club shaft manufacturer True Temper Sports Inc., including the
'B' corporate credit rating.
     
At the same time, the ratings were removed from CreditWatch with
negative implications, where they were placed on March 14, 2006.
The CreditWatch listing followed the company's announcement that
it planned to amend its senior secured credit facility, which
would allow the company to borrow an additional $15 million under
its bank facility to pursue future acquisition opportunities.
     
The outlook is negative.  About $220.7 million of total debt was
outstanding at Memphis, Tennessee-based TTSI as of Dec. 31, 2005.
      
"We expect that the incremental debt on the bank facility will be
used to pursue acquisitions that will not weaken the company's
credit measures on a pro forma basis, and that the company will
continue to apply free cash flow towards debt reduction," said
Standard & Poor's credit analyst Mark Salierno.


UAL CORP: Court Approves $23-Million IRS Settlement Agreement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the settlement agreement entered into between UAL
Corporation and its debtor-affiliates and The Internal Revenue
Service.  

On September 19, 2005, the IRS filed 28 separate administrative
expense claims against the Debtors seeking payment of:

   (a) excise taxes under Section 4971 of the Internal Revenue
       Code;

   (b) related penalties under Section 6651 of the Internal
       Revenue Code; and

   (c) accrued interest for $114,117,967.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, explained that these claims are based on excise taxes
imposed on the Debtors for missing minimum funding contributions
on their defined benefit pension plans.

Section 4971(a) imposes an excise tax for 10% of a pension plan's
"accumulated funding deficiency."  The Debtors dispute their
Section 4971(a) liability to the IRS but have decided to settle
the Excise Tax Claims through a closing agreement, rather than to
engage in litigation, Mr. Seligman related.

Under the Closing Agreement, the Debtors may sell New UAL
Common Stock to satisfy the Excise Tax Claims.  The Debtors'
Court-approved settlement agreement with the Pension Benefit
Guaranty Corporation authorizes the Debtors to direct the PBGC's
assignment of 45% of its unfunded benefit liability claim.

On January 8, 2006, the Debtors provided notice of their intent
to direct the PBGC to assign a portion of the PBGC's claim for
the benefit of the United States of America to satisfy the IRS's
Excise Tax Claims.

The Closing Agreement further provides that the Debtors will pay
the IRS in cash the net proceeds of the Stock Sale, but in no
event more than $23,000,000 in full satisfaction of the Excise
Tax Claims.  

                            About UAL

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006.  The Company
emerged from bankruptcy protection on February 1, 2006.  (United
Airlines Bankruptcy News, Issue No. 119; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


UAL CORP: Will Cut 100 Jobs in Australia & Outsource Services
-------------------------------------------------------------
United Airlines, Inc., will eliminate 100 jobs in Sydney,
Australia, this year, Bloomberg News reports.  According to
Bloomberg News reporter Lynne Marek, United plans to hire two
contractors to handle the eliminated jobs.

Ms. Marek relates that TeleTech Holdings, Inc., of Engelwood,
Colorado, will provide call center services starting in June and
Australia-based Patrick Corp. will provide bag handling and other
airport ramp work.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006.  The Company
emerged from bankruptcy protection on February 1, 2006.  (United
Airlines Bankruptcy News, Issue No. 120; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


UICI: S&P Downgrades Counterparty Credit Rating to BB+ from BBB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on UICI to 'BB+' from 'BBB-' and removed it from
CreditWatch with negative implications, where it was placed on
Sept. 15, 2005.

At the same time, the counterparty credit and financial strength
ratings on:

   * Chesapeake Life Insurance Co.,
   * MEGA Life & Health Insurance Co., and
   * Mid-West National Life Insurance Co. of TN,

which are UICI's operating companies, were also lowered one notch
and removed from CreditWatch negative.  The outlook is stable.
     
The rating action reflects the increase in debt leverage and
reduction in interest coverage resulting from the company's
acquisition by a group of private equity investors led by the
Blackstone Group.  This group invested nearly $1 billion of equity
in the transaction, which was financed with:

   * $500 million in debt, and
   * $100 million of trust preferred securities.

The financing will produce debt leverage of 50%-55% in 2006 based
on re-capitalization accounting, which, unlike purchase
accounting, does not restate assets and liabilities at market
value and is therefore conservative.

"The resulting GAAP fixed-charge coverage of 8.0x-8.5x places
increased pressure on the statutory earnings for dividends from
the company's operating insurance subsidiaries and, combined with
the debt leverage, decreases financial flexibility," explained
Standard & Poor's credit analyst Neal Freedman.
     
In 2006, Standard & Poor's expects premium revenue to increase
slightly by about 2%, as increased sales are expected to offset
rate decreases in selected markets and products.  Operating EBIT
is expected to decrease slightly to $290 million-$300 million,
reflecting improved earnings in the company's student insurance
division offset by a reversion to historical loss ratios within
the core self-employed agency division.  The capital adequacy
ratio will remain very strong at more than 200% while debt
leverage will increase to 50%-55%.  While the private equity
investors are not expected to change the company's management and
corporate strategy in 2006, the company's future direction will
likely by influenced by the investors in 2007 and beyond.


UNITED COMPONENTS: Posts $4.5 Mil. Net Loss in Year Ended Dec. 31
-----------------------------------------------------------------
United Components, Inc. reported its financial results for the
fourth quarter and year ended Dec. 31, 2005.

The $236.7 million revenue for the fourth quarter was adjusted
downward by $14.0 million to reflect an increase in the company's
warranty reserves.

Before this adjustment, revenue was $250.7 million, an increase of
5.2% over the year-ago quarter, with increases in all sales
channels except heavy duty.

Net loss for the quarter was $17.6 million, including the effect
of the revenue adjustment referenced above, as well as $18.8
million in one time, non-cash charges, primarily related to
impairment write downs of a trademark, software assets and
property and equipment. For the fourth quarter of 2004, net income
was $2.8 million.

Earnings before interest, taxes, depreciation and amortization, or
EBITDA, as adjusted pursuant to the company's credit agreement for
its senior credit facilities, was $28.0 million for the fourth
quarter, compared with $30.2 million for the year-ago quarter.

"We were pleased with our sales performance this quarter and, as
expected, our overall performance was affected by continuing
higher operating costs, particularly raw materials," Bruce Zorich,
Chief Executive Officer of UCI, said.

"As we exit 2005, we expect the investment we've made in revenue
and profitability initiatives throughout the year to lead to a
successful 2006."

The company launched several initiatives in 2005 to improve its
future performance in light of higher material and operating
costs.  These initiatives include selected price increases in
steel-related products, targeted new business opportunities, and
operational enhancements to reduce operating costs and inventory
while improving customer fulfillment.

For the full year 2005, revenue was $1,008.8 million, reflecting
the $14.0 million downward adjustment.  Before this adjustment,
revenue was $1,022.8 million for the year, flat with the prior
year.

Net loss was $4.5 million for 2005, including the revenue
adjustment and one-time charges previously discussed, compared to
net income of $30.8 million for 2004.

EBITDA, as adjusted pursuant to the company's credit agreement for
its senior credit facilities, was $114.9 million for 2005 and
$138.5 million for 2004.

UCI generated $18.3 million in cash during the fourth quarter,
ending the year with $26.2 million in cash.  As of Dec. 31, 2005,
the company's debt stood at $443 million, down from $581 million
in June 2003 when the acquisition occurred.

                            Acquisition

UCI announced on Mar. 9, 2006 that it will acquire the capital
stock of ASC Industries, Inc., a water pump manufacturer.

In this transaction, ASC is valued at $154.7 million.  UCI will
assume certain debt, and pay ASC stockholders an additional
$4 million after the achievement of some operational objectives.

Completion of the transaction is subject to regulatory approval
and other customary closing conditions.

UCI believes that the acquisition is important.  It will combine
the growing ASC product line with the long-established and well-
respected line of Airtex water pumps.

In addition, with ASC's 15-year presence in China, the transaction
will immediately provide a proven global sourcing and
manufacturing platform for UCI in this increasingly competitive
worldwide marketplace.

ASC has grown rapidly over the last several years, reaching
revenue of $105.6 million and $15.7 million of adjusted EBITDA,
calculated on a basis consistent with that used by UCI.

UCI anticipates that the combination of ASC and Airtex will
produce a unique global sourcing, manufacturing and flexible
delivery platform.

UCI expects significant synergy savings with this platform and
believes that it can achieve annual EBITDA savings of $10 million
to $12 million within two years of the integration.

UCI plans to fund the acquisition through an amendment to its
existing senior credit facilities, including additional borrowings
of approximately $135 million.

UCI's total debt to EBITDA leverage ratio stood at approximately
3.9x as of Dec. 31, 2005.

UCI expects that its pro forma leverage after the acquisition will
be approximately 4.3x, comparable to the leverage for UCI in June
2003 when the company was acquired by the Carlyle Group.

                   About United Components, Inc.

United Components, Inc. -- http://www.ucinc.com/-- is among North  
America's largest and most diversified companies servicing the
vehicle replacement parts market.  The company supplies a broad
range of products to the automotive, trucking, marine, mining,
construction, agricultural and industrial vehicle markets.  The
company's customer base includes leading aftermarket companies as
well as a diverse group of original equipment manufacturers.

                            *   *   *

As reported in the Troubled Company Reporter on Mar. 13, 2006,
Moody's Investors Service placed the ratings of United Components,
Inc., under review for possible downgrade.  The ratings under
review for possible downgrade were:

   * B3 rating for UCI's $230 million of guaranteed senior
     subordinated unsecured notes maturing 2013;

   * B1 rating for UCI's guaranteed senior secured bank credit
     facilities, consisting of:

     -- $75 million guaranteed senior secured bank revolving
        credit facility maturing 2009;

     -- $217 million guaranteed senior secured bank term loan C
        due 2010; and

     -- B1 Corporate Family rating.


UNITED RENTAL: Moody's Holds Long-Term Junked and Low-B Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the long-term ratings of United
Rental (North America) Inc., and its related entities:

   * Corporate Family Rating -- B2;
   * Senior secured -- B2;
   * Senior unsecured -- B3;
   * Senior subordinate -- Caa1;
   * Quarterly Income Preferred Securities -- Caa2; and
   * Speculative grade liquidity rating -- SGL-3.  

The rating outlook is changed to Developing from Negative.

The Developing rating outlook reflects Moody's expectation that
with strong non-residential construction end markets, URI should
achieve improved credit metrics through 2006 that could support a
higher rating level.  The outlook also acknowledges the progress
in resolving accounting irregularities evident in the company's
recent filing of its Form 10K for 2005.  However, the company has
not yet brought all quarterly financial reporting requirements
current, and absent the filing of quarterly financial statements,
the company could still face pressures from its lenders.

Moreover, URI continues to face various SEC investigations and
shareholder suits related to accounting irregularities.  The
developing rating outlook acknowledges that the momentum in URI's
credit profile could be shifting.  Contingent upon the successful
resolution of all accounting matters, the quality of URI's 2005
earnings and an assessment of the impact of restatements, and the
extent and nature of the material weakness and control
deficiencies, the continuation of strong underlying financial
performance could warrant a higher rating.

URI maintains a leading competitive position in the North American
equipment rental industry.  In addition, the company is benefiting
from the strong cyclical recovery in the non-residential
construction market, which is the key to its financial performance
over the near to medium term.  The upswing in non-residential
construction activities has in turn led to higher demand for
rental equipment and rising rental rates.  URI indicated through
its fourth quarter earnings release revenues are projected to be
about $4 billion and EBITDA of about $1.1 billion for 2006.  
Moody's notes, however, that these operating and financial
strengths are tempered by the highly cyclical nature of URI's
markets.

The SGL-3 Speculative Grade Liquidity Rating reflects Moody's view
that URI will maintain an adequate liquidity profile over the next
12-month period.  Moody's expects URI's solid operating cash flow
generation, combined with availability under its core revolver
credit facility and $295 million of net cash on hand at Jan. 31,
2006, should be sufficient to fund the company's required
obligations, capital spending and other normal operational needs
over the next 12 months.  However, the SGL rating is constrained
by the company's delay in filing its past quarterly financial
statements with the SEC.  URI remains in violation with its bond
indentures for financial reporting delays; hence, the company
remains susceptible to debt acceleration risk. Until URI becomes
current with its financial filing requirements, this vulnerability
will persist.

United Rentals, headquartered in Greenwich, Connecticut, is the
world's largest equipment rental company and operates more than
750 rental locations throughout the United States, Canada, and
Mexico.


UNIVERSAL CITY: Moody's Holds Low-B Note & Debt Facility Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings for the Universal
Orlando theme parks consisting of debt issued by Universal City
Development Partners, Ltd. and holding company co-borrowers
Universal City Florida Holding Co. I and Universal City Florida
Holding Co. II.  The rating outlook for the senior unsecured notes
issued by UCFH -- I/UCFH -- II was changed to negative from stable
to reflect that continued aggressive use of cash to fund
distributions to equity partners instead of reducing debt or
building cash reserves at UCDP could weaken the recovery prospects
for the UCFH Holdco debt in a distress scenario.  The rating
outlook for the B1 Corporate Family Rating and UCDP's ratings
remains stable.

Moody's took these specific rating actions:

   Issuer: Universal City Florida Holding Co. II

   * B1 Corporate Family Rating affirmed with stable outlook
   * B3 senior unsecured unguaranteed notes rating affirmed;
     outlook changed to negative from stable

   Issuer: Universal City Development Partners, Ltd.

   * Ba3 senior secured bank credit facility ratings affirmed
     with stable outlook
   * B2 senior unsecured guaranteed note rating affirmed with
     stable outlook

Moody's anticipated at the time of our last rating action on
Nov. 30, 2004 that consolidated debt-to-EBITDA would gradually
decline below 5.0x by 2007.  The change in the UCFH Holdco rating
outlook to negative reflects Moody's concern that the continued
high level of distributions to 50% equity partners combined with
competitive pressures on attendance at the Universal Orlando theme
parks resulted in slower-than-anticipated de-leveraging at UCDP
and the consolidated entity in 2005.

Moody's expects the competitive environment and the modest slate
of new attractions over the next two years will continue to result
in a lower level of park attendance and cash generation in 2006
and 2007 than previously anticipated.  This is particularly
important due to the pressure on free cash flow from the:

   (1) additional cash interest associated with the 2004 UCFH
       Holdco note offerings;

   (2) increase in capital expenditures projected for 2006; and

   (3) a sharp increase in distributions to equity holders to
       fund tax payments made at the partnership level over the
       intermediate term.

Moody's rating affirmation of the B1 CFR and the UCDP debt
reflects our expectation that Universal Orlando's asset value will
continue to support the operating company debt.  Good operating
performance in 2005 in an operating environment challenged by
Disney's aggressive pricing and promotion surroundings its 50th
anniversary celebration support a stable asset value for the theme
parks.  In Moody's opinion, however, the slower-than-anticipated
de-leveraging leaves the UCFH Holdco debt more vulnerable to loss
in a distress scenario than previously anticipated.

Universal Orlando does not pay taxes but is required to distribute
funds to partners to cover tax obligations at the partnership
level arising from ownership of Universal Orlando. Tax payments
have been negligible to date but is expected to increase
considerably over the next few years as the beneficial effect of
accelerated depreciation on Islands of Adventure begins to
reverse.

The ratings remain constrained by Universal Orlando's single site
location, reliance on discretionary consumer expenditures and
travel, high leverage, significant distributions to and event
risks related to equity partners, and vulnerability to natural and
man-made disasters.

Universal Orlando's leading market position as a high quality
destination theme park that particularly appeals to families with
older children support the B1 CFR.  The ratings also reflect high
barriers to entry, and the company's unique set of movie themed
creative rights.

Moody's believes the single site nature of the property and equity
distributions greatly diminish the likelihood of an upgrade of the
CFR.  UCFH Holdco's rating outlook could stabilize if attendance
rebounds and cash generation is utilized to reduce debt such that
leverage is progressing toward a decline below 5.0x over the
intermediate term.

Declining park attendance through competitive pressures, natural
or man-made disasters, or weakness in consumer discretionary
spending, or equity distributions that prevent debt-to-EBITDA from
declining to a level below 5.0x could pressure the ratings.

Universal City Development Partners, Ltd., headquartered in
Orlando Florida, operates the Universal Studios Florida and
Universal Islands of Adventure theme parks, and CityWalk, a
dining, retail and entertainment complex.  Universal City Florida
Holding Co. I and Universal City Florida Holding Co. II are
holding companies that own UCDP.  General Electric has a 40%
indirect stake through its 80% ownership interest in NBC-
Universal.


USG CORP: Files Amended Ch. 11 Plan & Disclosure Statement in Del.
------------------------------------------------------------------
USG Corporation and its debtor-affiliates filed a revised plan of
reorganization and accompanying disclosure statement on March 27,
2006, to add detailed information and provisions, including
distribution procedures for the trust established by the Debtors
to satisfy asbestos personal injury claims, as well as provisions
for resolution of postpetition interest disputes.

Following the filing of the Revised Plan and Disclosure
Statement, the Debtors delivered to the Bankruptcy Court their
First Amended Plan and Disclosure Statement on April 5, 2006.

           March 27 Revised Plan & Disclosure Statement

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, tells Judge Fitzgerald that the Debtors'
Revised Disclosure Statement provides more than "adequate
information" on which creditors holding asbestos personal injury
claims in Class 7 -- who are the only claimholders entitled to
vote on the Plan -- may make an "informed judgment," within the
meaning of Section 1125 of the Bankruptcy Code.

According to Mr. Heath, the Asbestos Personal Injury Trust
Distribution Procedures establish a schedule of eight asbestos-
related diseases.  Seven of the schedules have presumptive
medical and exposure requirements and specific liquidated values,
and five of those have anticipated average values and caps on
their liquidated values.

The eight Disease Levels covered by the Asbestos Personal Injury
Trust Distribution Procedures together with the medical criteria
and the scheduled values for the seven Disease Levels eligible
for expedited review are:

Disease Level    Scheduled Value    Medical/Exposure Criteria
-------------    ---------------    -------------------------
Mesothelioma        $155,000        Diagnosis of mesothelioma
(Level VIII)                        and exposure arising from
                                    sale of asbestos-containing
                                    products by USG Corp. and
                                    A.P. Green Refractories Co.

Lung Cancer 1         45,000        * diagnosis of a primary
(Level VII)                           lung cancer plus evidence
                                      of an underlying bilateral
                                      asbestos-related non-
                                      malignant disease;

                                    * six months USG/A.P. Green
                                      Exposure before Dec. 31,
                                      1982, in the Debtors'
                                      case and January 2, 1968,
                                      in A.P. Green's case;

                                    * significant occupational
                                      exposure to asbestos; and

                                    * supporting medical
                                      documentation establishing
                                      asbestos exposure as a
                                      contributing factor in
                                      causing the lung cancer
                                      in question.

Lung Cancer 2         None          * diagnosis of a primary
(Level VI)                            lung cancer;

                                    * USG/A.P. Green Exposure
                                      before December 31, 1982,
                                      and January 2, 1968; and

                                    * supporting medical
                                      documentation establishing
                                      asbestos exposure as a
                                      contributing factor to
                                      lung cancer in question.

                                    Lung Cancer 2 (Level VI)
                                    claims are claims that do
                                    not meet the more stringent
                                    medical or exposure
                                    requirements of Lung Cancer
                                    (Level VII) claims.  The
                                    estimated likely average of
                                    the individual evaluation
                                    awards for Lung Cancer 2
                                    Claims is $15,000, with
                                    awards capped at $35,000,
                                    unless the claim qualifies
                                    for an Extraordinary Claim
                                    treatment.

                                    Level VI claims that show no
                                    evidence of either an
                                    underlying Bilateral
                                    Asbestos-Related Non-
                                    malignant Disease or
                                    Significant Occupational
                                    Exposure may be individually
                                    evaluated, although it is
                                    not expected that those
                                    claims will be treated as
                                    having any significant
                                    value, especially if the
                                    claimant is also a smoker.

Other Cancer           15,000       * diagnosis of a primary
(Level V)                             colo-rectal, laryngeal,
                                      esophageal, pharyngeal or
                                      stomach cancer, plus
                                      evidence of an underlying
                                      Bilateral Asbestos-Related
                                      Non-malignant Disease;

                                    * six months USG/A.P. Green
                                      Exposure prior to Dec. 31,
                                      1982, in the Debtors' case
                                      and January 2, 1968, in
                                      A.P. Green's case;

                                    * Significant Occupational
                                      Exposure to asbestos; and

                                    * supporting medical
                                      documentation establishing
                                      asbestos exposure as a
                                      contributing factor in
                                      causing other cancer in
                                      question.

Severe Asbestosis      30,000       * diagnosis of asbestosis
(Level IV)                            with 2/1 on the Int'l.
                                      Labour Organization scale
                                      or greater, or asbestosis
                                      determined by pathological
                                      evidence of asbestos,
                                      plus total lung capacity
                                      less than 65% or forced
                                      vital capacity less than
                                      65% and ratio of forced
                                      expiratory volume in the
                                      first second of forced
                                      expiration to FVC greater
                                      than 65%;

                                    * six months USG/A.P. Green
                                      Exposure prior to Dec. 31,
                                      1982, in the Debtors' case
                                      and January 2, 1968, in
                                      A.P. Green's case;

                                    * Significant Occupational
                                      Exposure to asbestos; and

                                    * supporting medical files
                                      establishing asbestos
                                      exposure as a contributing
                                      factor in causing
                                      pulmonary disease in
                                      question.

Asbestosis/Pleural      8,300       * diagnosis of Bilateral
Disease (Level III)                   Asbestos-Related Non-
                                      malignant Disease, plus
                                      TLC less than 80% or FVC
                                      less than 80% and FEV1/
                                      FVC ratio greater than or
                                      equal to 65%;

                                    * six months USG/A.P. Green
                                      Exposure prior to Dec. 31,
                                      1982, in the Debtors' case
                                      and January 2, 1968, in
                                      A.P. Green's case;

                                    * Significant Occupational
                                      Exposure to asbestos; and

                                    * supporting medical files
                                      establishing asbestos
                                      exposure as a contributing
                                      factor in causing
                                      pulmonary disease.

Asbestosis/Pleural     2,625        * diagnosis of a Bilateral
Disease (Level II)                    Asbestos-Related Non-
                                      malignant Disease;

                                    * six months USG/A.P. Green
                                      Exposure prior to Dec. 31,
                                      1982, in the Debtors' case
                                      and January 2, 1968, in
                                      A.P. Green's case; and

                                    * five years cumulative
                                      occupational exposure to
                                      asbestos.

Other Asbestos Disease   400        * diagnosis of a Bilateral
(Level I - Cash                       Asbestos-Related Non-
Discount Payment)                     malignant Disease or an
                                      asbestos-related
                                      malignancy other than
                                      mesothelioma; and

                                    * six months USG/A.P. Green
                                      Exposure prior to Dec. 31,
                                      1982, in the Debtors' case
                                      and January 2, 1968, in
                                      A.P. Green's case;

The scheduled, average, and maximum values for the Disease Levels
compensable under the Asbestos Personal Injury Trust Distribution
Procedures are:

Disease Level   Scheduled Value   Average Value   Maximum Value
-------------   ---------------   -------------   -------------
Level VIII         $155,000          $225,000        $450,000
Level VII            45,000            55,000         100,000
Level VI              None             15,000          35,000
Level V              15,000            18,000          35,000
Level IV             30,000            35,000          50,000
Level III             8,300             None            None
Level II              2,625             None            None
Level I                 400             None            None

                  Claims Liquidation Procedures

Mr. Heath states that asbestos personal injury claims will be
processed based on their place in a first-in, first-out
processing queue to be established pursuant to the Asbestos
Personal Injury Trust Distribution Procedures.

The Asbestos Personal Injury Trust will take all reasonable steps
to resolve Asbestos PI Claims as efficiently and expeditiously as
possible at each stage of Claims processing and arbitration.  It
will also make every effort to resolve each year the number of
Asbestos PI Claims required to exhaust the maximum annual payment
and the maximum available payment for Asbestos PI Claims
qualifying for treatment under Asbestos Disease Levels IV to VIII
and Disease Levels II or III.

The Asbestos Personal Injury Trust will liquidate all Asbestos PI
Claims, except Foreign Claims, that meet the presumptive
Medical/Exposure Criteria of Disease Levels I to VIII under the
Expedited Review Process.

The Asbestos Personal Injury Trust will estimate the amount of
cash flow anticipated to be necessary over its entire life to
ensure that funds will be available to treat all present and
future holders of Asbestos PI Claims as similarly as possible.  
In each year, the Asbestos Personal Injury Trust will be
empowered to pay out all of the income earned during the year,
together with a portion of its principal, calculated so that the
application of Asbestos Personal Injury Trust funds over its life
will correspond with the needs created by the estimated initial
backlog of claims and the estimated anticipated future flow of
Claims.

Mr. Heath discloses that the Maximum Annual Payment will not
exceed $90,000,000 from the Effective Date to the earlier of:

   -- the Trigger Date if the FAIR Act is not enacted on or
      before the Trigger Date; and

   -- the date a final order is entered resolving the Challenge
      Proceeding if the FAIR Act is enacted and made law on or
      before the Trigger Date and a Challenge Proceeding is
      commenced.

           Claims Payment Ratio and Payment Percentage

Mr. Heath explains that once the Maximum Available Payment is
determined, 85% will be available to pay Category A Claims and
15% will be available to pay Category B Claims that have been
liquidated since the Petition Date, except for claims that are
not subject to the Claims Payment Ratio.  If there are excess
funds in either or both Categories in any year, the excess funds
will be rolled over and will remain dedicated to each Category to
which they were originally allocated.

The Claims Payment Ratio and its rollover provision will be
continued absent circumstances, however, the accumulation,
rollover and subsequent delay of claims resulting from the
application of the Claims Payment Ratio will not, in and of
itself, constitute those circumstances.  In addition, an increase
in the number of Category B Claims beyond those predicted or
expected will not be considered a factor in deciding whether to
reduce the percentage allocated to Category A Claims.

Moreover, Mr. Heath states that after the liquidated value of any
Asbestos PI Claim other than a claim qualifying for treatment
under Disease Level I is determined, the Claimholder will
ultimately receive a pro rata share of that value based on a
Payment Percentage.  The Payment Percentage will also apply to
all Prepetition Liquidated Claims.

Mr. Heath says that the initial Payment Percentage has been
calculated on the assumption that the average values under the
Asbestos Personal Injury Trust Distribution Procedures will be
achieved with respect to existing present claims and projected
future claims involving Disease Levels IV, V, VI, VII, and VIII.

           Resolution of Prepetition Liquidated Claims

As soon as practicable after the Effective Date, the Asbestos
Personal Injury Trust will pay all Asbestos PI Claims that were
liquidated by:

   (a) a binding settlement agreement for the particular claim
       entered into before the Petition Date that is judicially
       enforceable by the claimant;

   (b) a jury verdict or non-final judgment in the tort system
       obtained before the Petition Date; or

   (c) a judgment that became final and non-appealable before
       the Petition Date.

To receive payment from the Asbestos Personal Injury Trust, the
holder of a Pre-Petition Liquidated Claim must submit all
documentation necessary to demonstrate to the Trust that the
claim was liquidated.

Mr. Heath says that liquidated value of a Pre-Petition Liquidated
Claim will not include any punitive or exemplary damages.  In the
absence of a final Court order determining whether a settlement
agreement is binding and judicially enforceable, a dispute
between the claimant and the Asbestos Personal Injury Trust over
that issue will be resolved pursuant to the same procedures in
the Asbestos Personal Injury Trust Distribution Procedures that
are provided for resolving the validity and liquidated value of
an Asbestos PI Claim.

            Extraordinary and Exigent Hardship Claims

The Revised Plan defines an "extraordinary claim" as an Asbestos
PI Claim that otherwise satisfies the medical criteria for
Disease Level IV, V, VI, VII or VIII and that is held by a
claimant whose exposure to asbestos:

   -- occurred predominately as the result of working in a
      manufacturing facility of the Debtors or A.P. Green during
      a period in which the Debtors or A.P. Green was
      manufacturing asbestos-containing products at that
      facility; or

   -- was at least 75% the result of exposure to an asbestos-
      containing product for which the Debtors or A.P. Green
      have legal responsibility and there is little likelihood of
      a substantial recovery elsewhere.

According to Mr. Heath, all Extraordinary Claims will be
presented for individual review and, if valid, will be entitled
to an award of up to a Maximum Value of five times the Scheduled
Value for Claims qualifying for treatment under Disease Level IV,
V, VII or VIII, and five times the Average Value, for claims
qualifying for treatment under Disease Level VI, in each case
multiplied by the applicable Payment Percentage.

Any dispute as to Extraordinary Claim status will be submitted to
a special "Extraordinary Claims Panel" established by the
Asbestos Personal Injury Trustees.  All decisions of the panel
will be final and not subject to any further administrative or
judicial review.  Following its liquidation, an Extraordinary
Claim will be placed in the FIFO payment queue ahead of all other
Asbestos PI Claims and will be subject to the Maximum Available
Payment and Claims Payment Ratio.

          Resolution of Postpetition Interest Disputes

To the extent any holder of a Class 6 or Class 8 Claim believes
that it is entitled to a Postpetition Interest at an interest
rate other than the federal judgment rate, that holder must
timely file and serve on the Debtors a notice no later than
June 26, 2006.

The Postpetition Interest relates to:

   (i) credit facilities claims, with interest accruing from
       the Petition Date through the Effective Date at the
       contractual rate of interest for ABR or LIBOR borrowings;

  (ii) the Senior Note Claims, with interest accruing at the
       contractual rate of interest under the Senior Note
       Indenture from the Petition Date through the Effective
       Date;

(iii) the Industrial Revenue Bond Claims, with interest
       accruing pursuant to bonds, accruing at the contractual
       rate of interest under the relevant Industrial Revenue
       Bond Indenture from the Petition Date through the
       Effective Date;

  (iv) Secured Claims, with interest accruing on those claims
       from the Petition Date through the Effective Date at the
       rate indicated in the contract or other applicable
       document giving rise to those claims;

  (vi) Tax Claims, with interest at the non-penalty rate in the
       applicable state or federal law governing those claims
       from the Petition Date through the Effective Date; and

(vii) all other claims, excluding Asbestos PI Claims, with
       interest at:

          * the federal judgment rate of 3.59% per year
            compounded on each anniversary of the Petition Date
            on the allowed amount of those claims from the
            Petition Date through the Effective Date;

          * any other applicable interest rate required to leave
            that claim unimpaired as determined by the Court; or

          * a rate as otherwise agreed to by the Claim holder
            and the applicable debtor.

The Debtors and the Claim holder that filed the Notice may enter
at any time into a stipulation or agreement as to the appropriate
rate of Postpetition Interest, without further action of the
Bankruptcy Court.

          Indenture Trustees as Relevant Claim Holders

Consistent with Rule 3003(c) of the Federal Rules of Bankruptcy
procedure, the Debtors will recognize a proof of claim filed by
Harris Trust and Savings Bank, and its successors and assigns --
as Senior Note Indenture Trustee -- with respect to any Senior
Note Claim or the relevant indenture trustees for the Industrial
Revenue Bonds with respect to the applicable Industrial Revenue
Bond Claim.

However, Mr. Heath notes that recognition in no way waives any of
the Debtors' rights against or defenses to that Claim.
Accordingly, any claim will be disallowed as duplicative of the
claim of the pertinent Indenture Trustee, without further action
by the Debtors and without further order from the Court.

                    Treatment of Classes 6 & 8

With respect to the treatment of claims, Mr. Heath relates that
until the fees and expenses by the Senior Note Indenture Trustee
and the Industrial Revenue Bond Indenture Trustee are paid,
nothing in the Plan will in any way impair, waive or discharge
any charging lien provided by the applicable Senior Note or
Revenue Bond Indenture.

To the extent any Class 6 and Class 8 Claim holder believes that
it is entitled to Postpetition Interest at an interest rate other
than the federal judgment rate, the holder must timely file a
Notice no later than June 26, 2006.  Failure to timely file a
Notice will be deemed an agreement to accept the Postpetition
Interest.

                      Financial Projections

Mr. Heath explains that the Debtors' financial projections are
based on the assumption that all Asbestos PI Claims will be
channeled to the Asbestos Personal Injury Trust, including claims
by the Center for Claims Resolution and its various members
against U.S. Gypsum Company.

The CCR and its members contend that their claims should be
classified under the Plan as Class 6 General Unsecured Claims
rather than as Class 7 Asbestos PI Claims.  The CCR alleges that
the amount of Class 6 Claims and consequent distributions may be
increased by an amount in excess of $80,000,000 to $100,000,000.
The CCR also alleges that if it prevails in the bond litigation,
the CCR will be entitled to draw on the bond in an amount
potentially up to $60,300,000 to pay some portion of the claims
of the CCR and its Members.

In that event, Mr. Heath says, the issuer of the bond -- Safeco
Insurance Company of America -- would likely draw on an
irrevocable letter of credit issued by JPMorgan Chase Bank
securing the bond, which in turn will cause the amount
outstanding under the Credit Facilities to be paid as a Class 3
Claim to be increased by the amount drawn, potentially up to
$60,300,000.

Based on the Projections, the Debtors believe that even if the
amount of Class 6 Claims and consequent distributions are
increased by an amount in excess of $80,000,000 to $100,000,000
and the CCR prevails in the bond litigation, the Debtors would
have the ability to meet their obligations under the Plan.

                        $10,000,000 Note

On the Plan Effective Date, the Debtors will issue a Note to the
Asbestos Personal Injury Trust in the principal amount of
$10,000,000 that will bear annual interest at an interest rate
equal to the 90-day LIBOR in effect plus 40 basis points, which
interest will accrue from the Effective Date until maturity.

The Note will be secured by 51% of the stock of U.S. Gypsum and
will be payable on December 31, 2006.

The Debtors will grant the Asbestos Personal Injury Trust a right
to obtain at least 51% of the voting stock of Reorganized USG,
exercisable on the occurrence of a payment default and certain
specific contingencies.

Each of the Reorganized Debtors will be a co-obligor under the
Note and each will be liable for the obligations under the Plan.

       Long-Term Incentive and Management Incentive Plans

As of the Effective Date, the Reorganized Debtors will have
authority to implement the Long Term Incentive Plan and the
Management Incentive Plan adopted by the USG Board of Directors,
which provide for cash bonus awards to USG officers and for the
grant of options, restricted stock, and other equity-linked
awards to USG employees.

USG intends to seek approval of the Management Incentive Plan and
the Long-Term Incentive Plan at its 2006 annual meeting of
stockholders currently scheduled for May 10, 2006.

A blacklined copy of the Debtors' Revised Plan is available at no
charge at:

     http://bankrupt.com/misc/usgblacklinedjointchap11plan.pdf

A blacklined copy of the Debtors' Revised Disclosure Statement is
available at no charge at:

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

            First Amended Plan & Disclosure Statement

The Debtors revised the treatment of claims in Classes 6 and 8
under the First Amended Plan:

   1.  On the Effective Date, General Unsecured Claims in Class 6
       -- other than Litigation Claims -- that are allowed will
       be paid in full in cash plus Postpetition Interest, unless
       the holder agrees to less favorable treatment.  To the
       extent any holder of a Class 6 Claim -- other than
       Litigation Claims -- believes that it is entitled to
       Postpetition Interest at an interest rate other than the
       federal judgment rate, the holder must timely file a
       Postpetition Interest Rate Determination Notice no later
       than June 26, 2006.

   2.  Any unliquidated or disputed Litigation Claims in Class 6
       that are Timely Claims will be reinstated on the Effective
       Date.  Litigation Claims that have been liquidated by
       agreement of the parties prior to the Effective Date will
       be paid in cash on the Effective Date as provided in the
       parties' agreement.

   3.  Any unliquidated or disputed Asbestos Property Damage
       Claims in Class 8 that are Timely Claims will be
       reinstated on the Effective Date.  Asbestos Property
       Damage Claims that have been liquidated by agreement of
       the parties prior to the Effective Date will be paid in
       cash on the Effective Date as provided in the parties'
       agreement.

Claims in Classes 6 and 8 are Unimpaired and holders are deemed
to accept the Plan.

As previously reported, the Debtors expect to raise about
$1 billion of debt financing in the second half of 2006 if the
payments pursuant to the Contingent Payment Note become
necessary.  Terms of this financing have not been determined.

The Debtors disclose that they are currently in the process of
receiving proposals from several financial institutions that may
be interested in providing financing.  As a result, the Debtors
do not anticipate encountering any difficulty in obtaining the
financing necessary to fund obligations under the Plan and
ongoing business needs.

The First Amended Plan also provides that any unliquidated or
disputed Litigation or Asbestos PD Claims that are timely filed
will be reinstated in accordance with the Plan on the Effective
Date.  Those claims that have been liquidated by agreement of the
parties will be paid in cash on the Effective Date.

With respect to the $10,000,000 Note, the Amended Plan provides
that the Asbestos Personal Injury Trust, on any default, will
have the right to foreclose on the Reorganized USG stock that
secures the Note.  The Asbestos Personal Injury Trust will be
entitled only to that stock or its proceeds to the extent
necessary to satisfy the principal amount of the Note, and any
interest, fees or other charges due.

Mr. Heath relates that the Postpetition Interest with respect to
all other claims, excluding the Asbestos PI Claims, the
Litigation Claims, and the Asbestos PD Claims, will have a 6.50%
rate per annum compounded on each anniversary of the Petition
Date on the allowed amount of those claims from the Petition Date
through the Effective Date.

The Debtors are released from all liabilities from the beginning
of time on or after the Effective Date.  All entities that hold a
claim or liability that is discharged pursuant to Plan will be
permanently enjoined from taking any actions.

Pursuant to Section 524(g) of the Bankruptcy Code, the Amended
Plan and Confirmation Order will permanently and forever stay,
restrain, and enjoin any entity from taking any actions against
any protected party for the purpose of collecting, recovering, or
receiving payment of all claims, which will be channeled to the
Asbestos Personal Injury Trust for resolution.

In addition, the Asbestos Personal Injury Trust will protect,
defend, indemnify and hold harmless each Protected Party from and
against any Asbestos PI Claim and any related damages.

A blacklined copy of the Debtors' First Amended Plan is available
for free at:

         http://bankrupt.com/misc/usg1stamendedplan.pdf

A blacklined copy of the Debtors' First Amended Disclosure
Statement is available for free at:

  http://bankrupt.com/misc/usg1stamendeddisclosurestatement.pdf

       Debtors Respond to Disclosure Statement Objections

The Debtors ask Judge Fitzgerald to overrule the objections
raised by various parties-in-interest concerning the adequacy of
the Disclosure Statement based on confirmation standards.

The Objecting Parties are:

   * the Official Committee of Asbestos Property Damage
     Claimants;

   * the Ad Hoc USG Trade Claims Committee;

   * the Tort Claimants composed of Juan Jose Palomo, Ian
     Palomo, Bryan J. Palomo, Debra Clennon, Joseph A. Clennon,
     Brenda R. Abercrombie, and Kenneth A. Abercrombie;

   * Wilmington Trust Company;

   * Joshua Barmore, through his parents, Craig and Jamie
     Barmore; and

   * Wells Fargo Bank, National Association.

                Alleged Impairment Under the Plan

Mr. Heath asserts that the Debtors' Plan ensures that the
Asbestos PD Claims and the claims represented by the Trade
Claimants Group are indeed "unimpaired."

Section 1124 of the Bankruptcy Code strictly refers to plan
impairment, and not statutory impairment, Mr. Heath explains.
With respect to a creditor's claims, plan impairment occurs when
the debtor alters the legal, equitable, and contractual rights to
which their claim entitles the holder of that claim.

Mr. Heath further says that a statutory impairment occurs when
the operation of a provision of the Bankruptcy Code alters the
amount that the creditor is entitled to under a non-bankruptcy
law.

Mr. Heath states that the Debtors' Revised Plan clarifies that
the Asbestos PD Claimholders will retain whatever rights to
receive interest on their claims that they may have.

Similarly, Mr. Heath continues, the Revised Plan provides that
general unsecured creditors in Class 6 will receive whatever
postpetition interest is necessary to render their claims
unimpaired.  If those creditors believe that to remain unimpaired
they are entitled to postpetition interest different than as
provided in the Plan, they are provided the right to seek to the
Court an order requiring the Debtors to pay that interest.

In addition, although the Debtors believe that providing interest
at the federal judgment rate leaves substantially all Class 6
Claims unimpaired under the Plan, the Debtors have added a
specific section to the Plan to allow Class 6 creditors to seek a
higher rate of interest if they so choose.

Under that section, Class 6 Claims can accept the Debtors' offer
of Postpetition Interest at the federal judgment rate of 3.59%
without having to demonstrate that they have a contractual or
legal right to any Postpetition Interest at all.  Alternatively,
those creditors can file a "Postpetition Interest Rate
Determination Notice" asserting a higher rate of postpetition
interest.

Mr. Heath says that the procedure thus not only leaves all Class
6 Claims unimpaired but also preserves the rights of all Class 6
creditors.  The Debtors' proposal is more than equitable in that,
the vast majority of courts have determined that the proper
postpetition interest rate for creditors at least without
contractual rates of interest is the federal judgment rate, not a
state law rate.

Moreover, the Trade Claimants Group's reliance on the "equities"
and issues of "fairness" for supporting a higher rate of interest
on its claims ring hollow, Mr. Heath contends.  The Trade
Claimants Committee is not representing the interests of the
unsuspecting trade vendor who was unwillingly caught in the
throes of the Debtors' bankruptcy cases.

Mr. Heath points out that the "equities" and issues of fairness
support the Debtors' payment of the federal judgment rate and not
the Trade Claimants Group's attempt to get more than the law on
postpetition interest generally provides.

Mr. Heath insists that because the Plan leaves Class 6 Claims
unimpaired, the "best interests of creditors test" of Section
1129(a)(7) and the "fair and equitable tests" of Section
1129(b)(2) of the Bankruptcy Code do not apply.  In any event,
Class 6 Claims would get less than 100% of their Allowed Claims
in a hypothetical Chapter 7 liquidation of the Debtors.

To address the concerns of litigation claimholders, including
Mr. Barmore, the Debtors have added language of the Plan to
clarify that any claim holder will not be prejudiced from
requesting that its claim should be liquidated in a forum other
than the Bankruptcy Court.

           Wells Fargo and Wilmington Trust Objections

To address the objections relating to liens, assignments and
pledges assigned to an indenture trustee, the Debtors clarify
that any Industrial Revenue Bond Claims will be reinstated in
accordance with the terms of the relevant Industrial Revenue Bond
Indenture.

Mr. Heath notes that Wells Fargo asserted that the amounts
provided for the Industrial Revenue Bond Claims should not be
controlling because it is "in the process of succeeding as
Indenture Trustee," and, hence, has not finalized its analysis of
the amounts due under each Indenture.

Mr. Heath insists that the assertion is a confirmation objection
rather than a disclosure objection.  Nonetheless, the Debtors
note that they intend to discuss that issue with counsel to Wells
Fargo once it has finalized its analysis.

Wells Fargo further alleges that the Plan and the Disclosure
Statement "fail to include certain standard provisions related to
the Indentures which are customary in large [C]hapter 11 cases,"
including provisions relating to Well Fargo's purported charging
lien on distributions to certain holders of Industrial Revenue
Bond Claims.

Mr. Heath maintains that although the assertion is also a
confirmation objection rather than disclosure, the Debtors have
amended their Plan to clarify that until each Industrial
Revenue Bond Indenture Trustee's fees and expenses are paid,
nothing in the Plan will in any way impair, waive or discharge
any charging lien provided by the applicable Industrial Revenue
Bond Indenture.

                Adequacy of Disclosure Statement

The Tort Claimants and Mr. Barmore object to the Disclosure
Statement as not containing adequate information regarding the
treatment of Litigation Claims under the Plan.

The Debtors explain that the process for liquidating claims is
under development.  The Debtors anticipate soliciting the Court's
input on the process, and, as a result, no additional disclosure
regarding the claims allowance process is necessary.

Moreover, the Plan merely preserves the rights the Debtors
already have under the Bankruptcy Code to liquidate Claims.
Nonetheless, the Plan was modified to make clear that the rights
of Litigation Claimholders to seek liquidation of their claims in
an applicable non-bankruptcy forum are preserved.

          Committees Unanimously Support Debtors' Plan

The Official Committee of Asbestos Personal Injury Claimants, the
Legal Representative for Future Claimants, the Official Committee
of Unsecured Creditors, and the Statutory Committee of Equity
Security Holders of USG have circulated letters urging creditors
to vote to accept the Debtors' Plan.

The Committees believe that the overall purposes of the Plan are
to:

   (a) maximize the value of the ultimate recoveries to all
       stakeholders on a fair and equitable basis;

   (b) enable USG to emerge from its Chapter 11 case with a
       viable capital structure; and

   (c) settle, compromise, or otherwise dispose of claims on
       terms that are fair and reasonable and in the best
       interests of the estates, creditors and other parties-
       in-interest.

Having been integrally involved in the negotiation and drafting
of the Plan, the PI Committee and the Legal Representative have
concluded that the treatment of the Asbestos PI Claimants is in
the best interests of all claimants.  The parties have also been
instrumental in the development of the Trust Distribution
Procedures in the Plan that will govern the allowance and payment
of asbestos PI claims.

In addition, the Creditors Committee affirms that the Plan
achieves its objective to obtain for the Committee's creditor
constituents payment of unsecured claims in full, in cash,
inclusive of postpetition interest.

The Equity Committee and its professionals believe that the
treatment of the Equity Holders will allow them to retain more
value than would likely be available if other alternatives were
pursued.

The Equity Committee's support is qualified by the satisfaction
of the Plan's conditions precedent to effectiveness and assumes
no material amendment to the Plan.

        Disclosure Statement Hearing Continued to April 7

The Court will continue the hearing to consider approval of the
Debtors' First Amended Disclosure Statement today, April 7, 2006,
at 3:00 p.m., Eastern Time, in Pittsburgh, Pennsylvania.

                         About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  
(USG Bankruptcy News, Issue No. 107; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VENOCO INC: Moody's Junks Rating on Proposed $350 Mil. Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Venoco, Inc.'s
proposed $350 million five-year second lien term loan facility.  
At the same time, Moody's affirmed Venoco's B3 Corporate Family
Rating and Caa1 senior note rating.  The rating outlook has been
changed to negative from stable.  The rating actions are in
response to Venoco's announcement that it purchased for cash
TexCal Energy (LP) LLC, an independent exploration and production
company with properties in the Texas Gulf Coast and onshore
California, for $456 million.

The ratings primarily reflect a full-cycle cost structure that
remains high, albeit somewhat improved, and the company's limited
tract record in demonstrating drilling success and consistent
production growth; offset by increased scale and diversification,
exploitation opportunities for production growth, and moderate
integration risks.

The negative outlook reflects the material increase in Venoco's
leverage as a result of the TexCal acquisition.  Venoco's outlook
could stabilize if the company is able to reduce leverage on a
debt to proved developed reserve basis to below $8.00 per boe.  A
downgrade would be considered if leverage is not reduced over the
near-term or the company's sequential quarterly production trends
significantly deteriorate.

The acquisition of TexCal provides Venoco with increased scale,
geographic diversification, and exploitation opportunities for
production growth.  The TexCal acquisition is in line with
Venoco's strategy to pursue acquisition opportunities in its core
operating regions.  The transaction enhances Venoco's position in
the Sacramento Basin, where pro forma for the transaction it will
be the largest producer.

TexCal's acreage in the Sacramento Basin is concentrated in the
Grimes field.  Venoco has been adding to its acreage position in
the Grimes field, and the TexCal properties fit in well with
Venoco's existing properties in the field, which helps reduce
integration risk and should bode well for economies of scale and
tack-on opportunities.  The acquisition will increase Venoco's
total proved reserves to 79 million boe from approximately 48
million boe at year-end 2005, with approximately 64% of reserves
proved developed.

With TexCal's current production of 5,200 boe per day, Venoco's
pro forma fourth quarter 2005 production increases to 16,728 boe
per day from 11,528 boe per day.  The acquisition reduces Venoco's
offshore California concentration from 74% of production to
approximately 54% of production, with the remainder from the
Sacramento Basin, the Texas Gulf Coast, and California onshore.
The transaction also improves the company's mix of oil and gas
production, with oil production representing about 60% of pro
forma fourth quarter production, as opposed to 70% for Venoco
stand alone.

As a medium gravity sour crude oil producer, Venoco receives lower
asset market price realizations than light sweet benchmarks, while
it tends to receive higher prices on its California natural gas
production than national benchmark natural gas price levels.  Due
to prior financial distress, the TexCal assets have been
underexploited over the last several years, which provides Venoco
with exploitation opportunities for production growth.

Venoco is paying a very high $87,692 per daily production and
$14.52 per boe of total proved reserves for TexCal.  While the
transaction will modestly improve its cash margin, through higher
realized prices and lower unit production costs, the combined
company's leveraged full-cycle costs remains above the median for
the B3 rated peers.  Moody's estimates that pro forma for TexCal,
Venoco's fourth quarter 2005 leveraged cash margin at $22-$24 per
boe, its one-year all sources F&D costs at about $16-$18 per boe,
and its total full-cycle costs at about $44-$46 per boe.

Moody's notes that Venoco has yet to demonstrate material success
through the drillbit, with estimated one-year drillbit F&D costs
of $54-$56 in 2005 being the highest of the B3 rated peers, and
estimated one-year reserve replacement of only 30%-40%.  In
addition, sequential quarterly production has been inconsistent
despite the company substantially ramping up its spending in 2005.

Some uncertainty remains concerning how productive increased
capital spending will be, as 2005 represented the first full year
of increased capital spending after several years of limited
investment.  Moody's expects pressure on the company's full cycle
cost structure to remain high due to the general rise in oilfield
serves costs, which has affected the entire E&P sector.  In
addition, Moody's anticipates that historic high oil and gas
prices will moderate in the next few years, which will likely
pressure Venoco's cash-on-cash returns.

The TexCal acquisition is expected to materially increase Venoco's
leverage.  The transaction will require $470 million in cash, all
of which will be funded through debt.  TexCal does not have any
debt.  Pro forma for the acquisition, Moody's estimates that
Venoco's debt to PD reserves will increase from $5.61 per boe at
Dec. 31, 2005 to approximately $12.79 per boe, which is very high
for the B3 rating.  While Moody's expects that proceeds from
Venoco's pending IPO and proceeds from potential asset sales will
be applied towards debt reduction, timing and ultimate proceeds
remain uncertain.  Liquidity remains adequate, with $70 million of
availability under the revolver.

The second lien term loan facility is notched down from the
Corporate Family Rating as a result of its second lien position
behind $200 million of borrowing base credit facilities that have
a first lien priority on the assets, the substantial use of
Venoco's credit facility to fund the transaction, and a risk of
continued revolver drawings.  Moody's did not change the notching
on the 8.75% senior notes, as Venoco has entered into a collateral
trust agreement to provide liens securing the senior notes equally
and ratably with the liens securing the second lien term loan.  
While the senior notes will become unsecured when the term loan is
paid down to the maximum secured debt level permitted under the
indenture, Moody's believes this occurrence is highly unlikely
over the next two years, as the revolver borrowings will be
reduced first.

Venoco, Inc. is headquartered in Carpinteria, California.


VENTURE HOLDINGS: Stevenson & Bullock Hired as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
gave of Stuart A. Gold, the Chapter 7 Trustee overseeing the
liquidation of Venture Holdings Company, LLC, and its debtor-
affiliates, permission to employ Stevenson & Bullock, P.L.C., as
his special counsel.

Stevenson & Bullock is expected to:

   a) pursue and take legal action necessary to recover any
      preferential transfers or fraudulent conveyances that
      transpired during relevant periods, including transfers
      and conveyances to insiders;

   b) prepare all applications, motions, orders, reports and
      appear at hearings about disposition or sale of assets
      and to assist the Trustee with any legal advice necessary
      during the disposition of assets;

   c) represent the Trustee in connection with all legal services
      required in the administration of this estate and generally
      counsel the Trustee in all legal matters and to conduct any
      examinations necessary under the Bankruptcy Code.

The Trustee will pay the Firm a contingency fee regardless of
whether the recovery is by settlement, arbitration, mediation, or
judgment.

Charles D. Bullock, Esq., a Stevenson & Bullock member, that the
Firm does not represent any interest materially adverse to the
Committee and is a disinterested person as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Fraser, Michigan, Venture Holdings Company, LLC,
nka NM Holdings Company, LLC, and its debtor-affiliates filed for
chapter 11 protection (Bankr. E.D. Mich. Case No. 03-48939) on
March 28, 2003.  Deluxe Pattern Corporation and its debtor-
affiliates filed for chapter 11 protection on May 24, 2004 (Bankr.
E.D. Mich. Case No. 04-54977).  Venture's prepetition lenders
acquired Venture's assets during the chapter 11 proceeding.  John
A. Simon, Esq., at Foley & Lardner LLP represents the Debtors.
On Jan. 17, 2006, the Court converted the Debtors' chapter 11
cases to chapter 7 liquidation.  Stuart A. Gold was appointed as
the chapter 7 Trustee for the Debtors' estates.


W.S. LEE: Files for Chapter 11 Reorganization in W.D. Pa.
---------------------------------------------------------
W.S. Lee & Sons, Inc., and its wholly owned subsidiary, Lee
Systems Solutions, LLC, filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
March 14, 2006, in the U.S. Bankruptcy Court for the Western
District of Pennsylvania.

The Troubled Company Reporter published a summary of the Debtors'
bankruptcy filing and a list of the debtors' 20 largest unsecured
creditors on March 15, 2006.

The Debtors sought bankruptcy protection in order to address
financial and operational challenges hampering its performance.  

Lee faced an extremely difficult year in 2005 as high start up
expenses and unanticipated operational difficulties associated
with integrating new segments of business caused serious financial
problems for the company.  Additionally, the all-time high cost of
diesel fuel contributed to expense woes.  Cash flow problems
followed.

As a result, the company concluded, after thorough consultation
with its advisors, that its interests and the interests of its
creditors, employees, customers, vendors and the community in
which it operates would be best served by reorganizing under
Chapter 11 of the U.S. Bankruptcy Code.

Speaking on behalf of the Lee family, Robert E. Lee stated: "This
is an extremely difficult time for the company and everyone
involved with our organization; but, this necessary and
responsible decision will provide us with the time and opportunity
to strengthen our performance and achieve a sustained turnaround
at W.S. Lee & Sons, Inc."

"We want to assure everyone--our customers, vendors, employees and
community-- that W.S. Lee & Sons, Inc., is open for business," Mr.
Lee continued.  "And this 134-year old family business with its
great employees, loyal customers and tremendous community support
will come out of this period and be even stronger in the future."

Robert S. Donaldson, Chief Executive Officer, noted that "the
Chapter 11 process provides the company an opportunity to fix our
business comprehensively -- financially and operationally. There
will be fundamental changes, not just incremental improvement.  
The Chapter 11 process allows us to continue business operations
while we restructure our debt, make arrangements to pay other
obligations and enhance performance of the company.  The end
result will be an even more vital distributor for our customers."

Mr. Donaldson asserted that Lee intends to renew its focus on its
core customer segments by improving service, taking steps to
reduce expenses and by increasing efficiencies throughout the
entire organization.

To fund its continuing operations during the restructuring, the
Debtors secured financing from Omega Bank, N.A.  The proceeds pf
the loan will be used for the company's normal working capital
requirements, including employee wages and benefits, vendor
payments, and other operating expenses during the reorganization
process.

James R. Walsh, Esq., at Spence, Custer, Saylor, Wolfe & Rose,
LLC, serves as the Debtors' bankruptcy counsel.  The Debtors'
financial advisor is Phoenix Management Services, Inc.

                          About W.S. Lee

Based in Altoona, Pennsylvania, W.S. Lee & Sons, Inc., distributes
food and related products to restaurants, delis, schools,
hospitals and other institutions in the mid-Atlantic region of the
United States utilizing a fleet of multi-temperature tractors and
trailers.  The Company and its wholly owned subsidiary, Lee
Systems Solutions, LLC, filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code on
March 14, 2006 (Bankr. W.D. Pa. Case No. 06-70148).  James R.
Walsh, Esq., at Spence Custer Saylor Wolfe & Rose LLC, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed less than
$50,000 in total assets and $1 million to $10 million in debts.


WIDEOPENWEST FINANCE: Moody's Rates 2 Credit Facilities at Low-B
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
senior secured first lien credit facility and a B3 rating to the
proposed senior secured second lien credit facility of
WideOpenWest Finance, LLC.  Proposed facilities consist of a $510
million senior secured first lien term loan, a $150 million senior
secured second lien term loan, and a $60 million senior secured
first lien revolving credit facility.  Proceeds from the debt
offering, combined with a $180 million cash equity contribution
from Avista Capital Partners, will fund the purchase of WOW by
Avista and repay approximately $360 million of existing debt.  
Moody's also assigned a B2 corporate family rating and a stable
outlook to WOW and withdrew ratings on its existing debt.

WideOpenWest's ratings reflect high financial risk and Moody's
view that WOW's position as an overbuilder magnifies the
challenges of operating in an increasingly competitive
environment.  Expectations for a fairly rapid decline in leverage,
WOW's upgraded, efficient network, management's track record, and
the meaningful equity contribution, however, support the ratings.

Rating actions:

   Issuer: WideOpenWest Finance, LLC

   * Assigned B2 rating to Senior Secured First Lien Bank Credit
     Facility

   * Assigned B3 rating to Senior Secured Second Lien Bank Credit
     Facility

   * Assigned B2 Corporate Family Rating need to get in system

   * Assigned Stable Outlook

Ratings withdrawn:

   Issuer: WideOpenWest Finance, LLC

   * Corporate Family Rating, Withdrawn, previously rated B2

   * Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B2

   * Outlook Withdrawn, previously Stable

The B2 corporate family rating incorporates high financial risk,
including leverage of approximately 7.5 times; expectations for
modestly negative free cash flow in 2006 and only modestly
positive free cash flow the following years; and weak coverage of
interest after capital expenditures.

WOW competes directly with incumbents Comcast Corporation in
Detroit and Chicago, Time Warner Cable Inc., and Insight
Communications Company, Inc., in Columbus, and Time Warner in
Cleveland, as well as regional Bell operating companies for DSL
and direct broadcast satellite providers for video.  WOW launched
a voice product on a widespread basis prior to its incumbent
competitors, but this first mover advantage is waning.

Moody's believes WOW can retain its successful niche market over
the intermediate term, but it faces a longer term expansion
challenge.  If an overbuilder's increasing penetration becomes a
more tangible threat for incumbents, the incumbents may shift
focus from larger foes and respond with more aggressive efforts to
compete with WOW.  Thus, any effort by WOW to achieve the benefits
of scale risks a heightened response from its larger competitors,
in most cases better capitalized companies.

In Moody's view, competition across the video, voice, and high
speed data converged market continues to intensify and is likely
to further pressure pricing and margins and necessitate increased
spending.  Finally, with less than 400,000 basic subscribers and
only four key Midwestern markets, WOW lacks the scale and
diversity benefits of its more established incumbent pay
television competitors.  Though marketing costs benefit from
consistent offerings across markets, WOW cannot achieve the
purchasing power of a larger operator, a negative particularly for
programming costs.

Despite the high financial risk pro forma the transaction, Moody's
anticipates a fairly rapid decline of debt-to-EBITDA to the mid-
to low 6 times range based on full year 2006 EBITDA, supported by
WOW's history of consistent, stable growth, management credibility
in achieving projections and the potential for growth in both
video subscribers and increased penetration of advanced services.  
Additionally, although Moody's believes incumbent cable operators
retain higher value than overbuilders in a distress scenario,
WOW's upgraded, efficient network provides good coverage of
outstanding debt.  This network, with relatively few headends per
subscriber, also contributes to EBITDA margins of approximately
30%, higher than rated overbuilder peers; limits WOW's capital
expenditure requirements; and positions the company favorably to
continue to execute on its bundled strategy.

WOW also benefits from a uniquely customer service oriented
culture, which in Moody's view distinguishes it from competitors
and improves customer acquisition and retention.  Finally, the
approximately $180 million cash equity contribution comprises a
meaningful 20% of the capital structure, and Moody's view of
Avista as a long term equity sponsor supports the ratings.  The
propensity for equity rewards historically constrained WOW's
ratings as the company demonstrated a pattern of reducing leverage
and then issuing debt to fund distributions; whereas Moody's
considers any extraction of value by Avista unlikely over the near
term.

The stable outlook assumes performance in line with projections,
supported by WOW's past record of meeting or exceeding its
forecast, resulting in a decline in leverage to the mid- to low 6
times range based on full year 2006 EBITDA.  Material negative
deviation from plan or any equity distribution over the
intermediate term would pressure ratings down.  Positive free cash
flow approaching 5% of total debt and a decline in leverage to
below 6 times with expectations that it would remain there could
support a positive outlook or upgrade.

Moody's assigned a B2 rating, in line with the corporate family
rating, to the first lien bank debt, which consists of a $510
million senior secured first lien term loan and a $60 million
senior secured first lien revolving credit facility.  First lien
bank lenders benefit from a priority claim on assets but only
modest junior debt cushion.  Furthermore, Moody's believes
overbuilt cable assets are likely to retain less value than
incumbent cable assets in a distress scenario and therefore
demands a more substantial junior debt cushion before notching the
bank first lien bank debt up from the corporate family rating.  
The B3 rating on the $150 million senior secured second lien term
loan reflects its subordination to the first lien lenders.

WOW faces substantial financial risk, including leverage of
approximately 7.5 times debt-to-EBITDA, recognizing that the
company's growth trajectory supports a likely decline to the mid
to low 6 times range based on full year 2006 EBITDA.  Despite the
growing cash flow from operations, expectations for modestly
negative free cash flow in 2006 and only modestly positive free
cash flow the following year leave WOW vulnerable to any deviation
from forecast.

Fixed charge coverage, as measured by EBITDA less capital
expenditures to cash interest expense, is also weak and will
likely remain at approximately 1 time over the next several years.  
The $60 million revolving credit facility, undrawn at close and
expected to remain so, provides adequate liquidity.  WOW benefits
from its improved EBITDA margin, which has risen to approximately
30% from the mid teens range in early 2003, and Moody's believes
WOW can sustain this margin, with modest potential for
improvement, as penetration of higher margin services such as
voice increases.

WideOpenWest Finance, LLC, is a competitive broadband provider
offering cable TV, high speed Internet services and telephony in
competition with incumbent wireline providers of the same services
in portions of Illinois, Michigan, and Ohio.  WOW's annual revenue
is approximately $300 million and it maintains its headquarters in
Englewood, Colorado.


WILLIAMS COMPANIES: Moody's Reviewing Debt Ratings & May Upgrade
----------------------------------------------------------------
Moody's Investors Service placed The Williams Companies, Inc.'s
long term debt ratings under review for possible upgrade.  This
action reflects Williams' improving operating performance in its
core natural gas businesses, its risk mitigation strategy in the
power segment, modest debt reduction and continued strong
liquidity.  These positive results are tempered by high levels of
growth-related capital spending in each segment that are expected
to result in negative free cash flow during 2006, volatility in
the company's enterprise risk management, and growing shareholder
pressure to maximize value in its midstream and E&P segments.  We
expect to conclude the review in June.

The ratings review will include Moody's evaluation of:

   a) Williams' core natural gas business segments' --
      exploration and production, midstream and pipes -- expected
      operating performance and operating cash flow;

   b) capital spending plans and resulting free cash flow;

   c) forward power sales and the extent to which these offset
      Williams' tolling obligations;

   d) the company's ability to generate positive operating cash
      flow from power;

   e) Williams' capital structure and debt reduction targets,
      including any potential elimination of secured debt; and

   f) the company's liquidity.

The fundamentals of Williams' natural gas businesses have improved
over the past two years.  Total operating income for these three
segments increased 18% in 2004 over 2003 and rose another 17% in
2005.  The improvement in 2005 resulted from 18% higher domestic
gas production in E&P and fewer low price natural gas hedges,
while the interstate gas pipelines and midstream segments'
operating income declined somewhat.  In 2006, E&P production is
expected to increase 15-20% primarily as a result of an active
drilling program in the Piceance Basin.  Williams expects both
segment income and cash flow from operations to increase in 2006;
however this increase is tempered by higher growth-related capital
spending in all parts of the business, most likely leading to
negative free cash flow in 2006.

In addition, since announcing it was remaining in the power
business 18 months ago, Williams has sold power forward to
mitigate its tolling obligations.  The company has good visibility
for hedged power sales for 2006 through 2008, where it forecasts
hedged cash flows that cover the roughly $400 million in annual
tolling requirements.  We note, though, that the power segment's
performance remains volatile as shown by the impact of weather,
hurricanes and natural gas prices during 2005.

Williams reduced balance sheet debt by $250 million during 2005
and another $280 million so far in 2006, reflecting $220 million
of converts that were tendered and scheduled retirements.  In
addition, Williams anticipates amending its $1.275 billion bank
credit facility to eliminate the security, and repaying or
refinancing without security the RMT term loan that had a balance
of $488 million at year-end 2005.  If both of these events happen,
Williams will have virtually no secured debt other than some
project debt, which may affect notching the company's senior
unsecured debt below the corporate family rating.

The Williams Companies, Inc., headquartered in Tulsa, Oklahoma, is
an integrated natural gas company with operations in interstate
natural gas pipelines, midstream gas, E&P and electric power
generation.


* Paul Tumminia Joins Chadbourne & Parke as Counsel in Russia
-------------------------------------------------------------
The international law firm of Chadbourne & Parke LLP reported that
Paul Tumminia would become Counsel in the Firm's Russia & CIS
Practice Group, resident in its recently opened St. Petersburg
office.  Prior to joining Chadbourne, he was Director for Russia,
the CIS and Turkey at the U.S. Export-Import Bank.

Mr. Tumminia, age 46, has more than a decade of hands-on
experience with major projects in banking, oil and gas, and
project finance in Russia and the CIS.  He has also served as
chief liaison officer to senior government leaders in the region
and to U.S. government agencies with respect to new products and
programs he helped to design and develop.

Mr. Tumminia has also served as Country Director in Tallinn,
Estonia for the Baltic-American Enterprise Fund, providing support
for small and medium sized enterprises in the Baltics.

"Paul Tumminia will be a significant addition to our St.
Petersburg office," Laura M. Brank, Head of the Firm's Russia &
CIS Practice Group, said.  "Russia and the CIS are his part of the
world.  Paul's knowledge of the Baltic countries and northwestern
Russia will greatly enhance our capabilities in Russia and
throughout Central and Eastern Europe."

Mr. Tumminia earned a B.A. from Haverford College, an M.A. from
Yale University and a J.D. from the University of California, Los
Angeles.

              Russia, CIS & Central Europe Practice

Chadbourne & Parke LLP has maintained a strong presence in Russia,
the CIS and Central Europe since 1990, when it became one of the
first foreign law firms to open an office in Moscow.  The practice
has now grown to more than 80 lawyers based in Moscow, St.
Petersburg, Kyiv, Almaty, Tashkent, Warsaw and London.  Throughout
the past 16 years the practice has advised not only on numerous
complex first-of-a-kind transactions but also on the day-to-day
operations of clients, which affect their bottom line.  The
Russia, CIS & Central Europe Practice combines a strong local
presence in the region with the depth of experience necessary to
provide meaningful, practical business advice in this challenging
part of the world.

                  About Chadbourne & Parke LLP

Chadbourne & Parke LLP -- http://www.chadbourne.com/-- an  
international law firm headquartered in New York City, provides a
full range of legal services, including mergers and acquisitions,
securities, project finance, corporate finance, energy,
telecommunications, commercial and products liability litigation,
securities litigation and regulatory enforcement, special
investigations and litigation, intellectual property, antitrust,
domestic and international tax, insurance and reinsurance,
environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters.  The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, St. Petersburg,
Kyiv, Almaty, Warsaw (through a Polish partnership), Beijing, and
a multinational partnership, Chadbourne & Parke, in London.


* Sheppard Mullin Welcomes John Stigi III as Partner in LA Office
-----------------------------------------------------------------
John P. Stigi III has joined the Los Angeles office of Sheppard,
Mullin, Richter & Hampton LLP as a partner in the Business Trial
practice group.  Mr. Stigi, most recently at Wilson Sonsini
Goodrich & Rosati in San Francisco, focuses on securities class
action and shareholder derivative action defense, SEC
investigation defense, internal corporate investigations, and M&A
and corporate governance litigation.

Guy Halgren, managing partner of the firm, said, "We are delighted
to have John join us.  He brings a wealth of securities litigation
experience, which benefits the firm and our clients.  John is a
terrific fit with the firm's securities litigation and public
company practices."

"Sheppard Mullin is a phenomenal firm which offers an excellent
platform for a securities litigation practice," Mr. Stigi said.  
"I'm excited to join my new colleagues in this practice area and
look forward to expanding the group while working with a wide
variety of financial institutions and corporate clients."

Robert Beall, head of the firm's Business Trial practice group,
stated, "John's expertise in securities litigation and counseling
complements the expertise of our existing team in corporate
governance, corporate finance, and M&A.  His capabilities provide
additional depth to our corporate/securities litigation team and
our national litigation practice."

Mr. Stigi has been involved in many high-profile matters over the
past several years, including the Boeing securities litigation,
the VISX securities litigation, the American West Airlines
securities litigation and the Delaware Chancery Court trial
involving Hewlett-Packard's merger with Compaq.  Prior to joining
Wilson Sonsini, Mr. Stigi practiced for twelve years in New York
and remains a member of the New York bar.

Mr. Stigi received his law degree in 1987 from University of
Virginia School of Law, where he served as executive editor for
the Virginia Journal of International Law.  He received his
Bachelor of Arts degree, cum laude, in 1984 from Columbia
University.

          About Sheppard, Mullin, Richter & Hampton LLP

Founded in 1927, Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with more than 480 attorneys in nine offices located throughout
California and in New York and Washington, D.C.  The firm's
California offices are located in Los Angeles, San Francisco,
Santa Barbara, Century City, Orange County, Del Mar Heights and
San Diego.  Sheppard Mullin provides legal expertise and counsel
to U.S. and international clients in a wide range of practice
areas, including Antitrust, Corporate and Securities;
Entertainment, Media and Communications; Finance and Bankruptcy;
Government Contracts; Intellectual Property; Labor and Employment;
Litigation; Real Estate/Land Use; Tax/Employee Benefits/Trusts &
Estates; and White Collar Defense.


* SSG Capital Advisors Relocates Cleveland Office
-------------------------------------------------
SSG Capital Advisors, LP, relocated its Cleveland Office effective
April 3, 2006 to:

         SSG Capital Advisors, LP
         600 Superior Avenue East, Suite 1300
         Cleveland, Ohio 44114
         Phone: 216-479-6887
         Fax: 216-479-6880

SSG's professionals in the Cleveland office can be reached by
Direct Dial Telephone at:

         Geoffrey  Frankel
         Managing Director
         Phone: 216-479-6875

         Jeremy Eberlein
         Vice President
         Phone: 216-479-6879

                        About SSG Capital

With offices in Philadelphia, New York and Cleveland, SSG Capital
Advisors, LP -- http://www.ssgca.com/-- advises middle market  
businesses nationwide and in Europe that are undercapitalized or
facing turnaround situations.  With more than 100 investment-
banking assignments completed in the last five years, the firm is
recognized for its expertise in mergers and acquisitions; private
placements of debt and equity; complex financial restructurings,
and valuations and fairness opinions.  In addition, SSG assists
institutional and individual limited partners, throughout the
country, in selling their private equity fund interests into the
secondary market.


* Tobias Keller Joins Jones Day as Partner in San Francisco Office
------------------------------------------------------------------
Tobias S. Keller, a highly regarded business-restructuring
attorney, has joined Jones Day's San Francisco office as a
Partner.

Mr. Keller, who was most recently a partner in the San Francisco
office of Pachulski Stang Ziehl Young Jones & Weintraub LLP, will
be one of more than 100 attorneys in Jones Day's national Business
Restructuring practice.  He will add to the breadth of the firm's
Restructuring practice, particularly as it relates to the Pacific
Rim. Keller's clients include debtors and creditors' committees
throughout the U.S., with a particular emphasis on technology and
technology-related companies.

"As Jones Day's gateway to the Pacific Rim, we felt it was
important to enhance our capabilities for West Coast clients with
interests in Asia who are in need of specific legal expertise in
business restructuring and reorganization," said Bob Mittelstaedt,
Partner and Litigation Group Co-Chair of Jones Day's San Francisco
office.  "We're delighted that Toby has chosen to join our team
here in the San Francisco office, where we now have more than 50
lawyers to go along with the 200 lawyers in the firm's four other
California offices."

"Jones Day's restructuring practice group is one of the elite
practices of its kind in the world, and I feel privileged to be
named their first Partner on the West Coast," said Mr. Keller.  
"Clients on the West Coast, and particularly those with business
interests in Asia, face difficult challenges in a competitive
marketplace.  Manufacturing and supply chain issues are
increasingly driven by global events, while companies rely on
complex financing methods to maintain growth and operations.  I'm
excited to be joining the Jones Day team and assisting clients in
leveraging the firm's worldwide resources to provide advice on
issues arising out of financial distress."

"We are very excited about expanding our restructuring services to
the West Coast," said Paul Harner, Co-Chair of Jones Day's global
Business Restructuring & Reorganization practice.  "With more than
100 restructuring lawyers spread out over 12 offices, California
is a natural expansion area for us, and one we believe will add
tremendous value to our clients."

Mr. Keller earned his undergraduate degree from Harvard College,
where he graduated magna cum laude, and his law degree from
Stanford Law School.  He also served as a judicial clerk for
Associate Justice Allen E. Broussard of the California Supreme
Court.

Jones Day -- http://www.jonesday.com/-- is an international law  
firm with 30 offices in centers of business and finance throughout
the world.  With more than 2,200 lawyers, including more than 400
in Europe and 175 in Asia, it ranks among the world's largest law
firms.


* BOOK REVIEW: The Oil Business in Latin America: The Early Years
-----------------------------------------------------------------
Author:     John D. Wirth, Ed.
Publisher:  Beard Books
Paperback:  324 Pages
List Price: $34.95

Order your personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981033/internetbankrupt

This book grew out of a 1981 meeting of the American Historical
Society.  It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its petroleum
industry, and soon it was the norm worldwide, with the notable
exception of the United States.

John Wirth calls this phenomenon "perhaps in our century the
oldest and most celebrated of confrontations between powerful
private entities and the state."

The book consists of five case studies and a conclusion:

   -- Jersey Standard and the Politics of Latin American Oil
      Production, 1911-30 (Jonathan C. Brown);

   -- YPF: The Formative Years of Latin America's Pioneer State
      Oil Company, 1922-39 (Carl E. Solberg);

   -- Setting the Brazilian Agenda, 1936-39 (John Wirth)

   -- Pemex: The Trajectory of National Oil Policy (Esperanza
      Duran);

   -- The Politics of Energy in Venezuela (Edwin Lieuwen); and

   -- The State Companies: A Public Policy Perspective (Alfred H.
      Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review.

They also examine the four interconnecting roles of a state-run
oil industry and distinguish them from those of a private company.

First, is the entrepreneurial role of control, management, and
exploitation of a nation's oil resources.

Second, is production for the private industrial sector at
attractive prices.

Third, is the integration of plans for military, financial, and
development programs into the overall industrial policy planning
process.

Finally, in some countries is the promotion of social development
by subsidizing energy for consumers and by promoting the
government's ideas of social and labor policy and labor relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region.

Mr. Brown provides a concise history of the early years of the
Standard Oil group and the effects of its 1911 dissolution on its
Latin American operations, as well as power struggles with
competitors and governments that eventually nationalized most of
its activities.

Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry.

Mr. Wirth describes the politics and individuals behind the
privatization of Brazil's oil industry leading to the creation of
Petrobras in 1953.

Mr. Duran notes the wrangling between provinces and central
government in the evolution of Pemex, and in other Latin American
countries.

Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela, creating a lopsided economy dependent on the ups and
downs of international markets.

Mr. Saunders concludes that many of the then-current problems of
the state oil companies were rooted in their early and checkered
histories.

Indeed, he says, "the problems of the past have endured not
because the public petroleum companies behaved like the public
enterprises they are; they have endured because governments, as
public owners, have abdicated their responsibilities to the
companies."

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to the nation's bankruptcy courts.  The list includes
links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo,
Christian Q. Salta, Jason A. Nieva, Lucilo Junior M. Pinili, Tara
Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.


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