TCR_Public/060410.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, April 10, 2006, Vol. 10, No. 85

                             Headlines

ADELPHIA COMMS: Agrees with Devcon Security on Use of Escrow Funds
ADELPHIA COMMS: Wants to File Plan Settling Intercreditor Dispute
ADELPHIA COMMS: Units Acquire Forfeited Assets from Rigases
AES CORP: Senior Bank Lenders Waive Restatement-Related Default
ALLIED HOLDINGS: Extends Forbearance Pact on DIP Loan to April 18

AMCAST INDUSTRIAL: Rejects University Development Lease
AMERICAN MEDIA: Restructures to Improve Annual Cash Flow by $19M
ASARCO LLC: Court Okays Purchase of Nine Haul Trucks From Liebherr
ASARCO LLC: ARCO Wants Stay Lifted to File Cross-Claims
ASARCO LLC: Deen Wants Stay Lifted to Determine Arizona Land Title

ATA AIRLINES: C8 Airlines Proposes May 19 Plan-Voting Deadline
ATA AIRLINES: C8 Airlines Files First Amended Chapter 11 Plan
BEAR STEARNS: Moody's Reviewing Subordinated Certs. for Downgrade
BROOKS SAND: Smith Mining Wants to Assume Chandler Lease
BROOKS SAND: Hires Wise DelCotto as Bankruptcy Counsel

BUCKEYE CHECK: S&P Rates 2nd-Lien Secured Bank Facility at CCC+
BURGER KING: Greg Brenneman Leaves as Chairman and CEO
CATHOLIC CHURCH: GVA Kidder Values Spokane Properties at $85 Mil.
CBRL GROUP: Moody's Cuts Corp. Family Rating to Ba2
CINRAM INT'L: Shareholders to Vote on Trust Conversion on Apr. 28

CITGO PETROLEUM: Discounts Rumored Sale of Strategic Assets
CITIGROUP MORTGAGE: Moody's Rates Class M-5 Certificates at Ba1
CONNORS BROTHERS: Revenues Rise 88.9% Year-Over-Year in 2005
CONSTELLATION BRANDS: Earns $325.3 Million in Fiscal 2006
COUNTRYWIDE ALTERNATIVE: Moody's Rates Two Cert. Classes at Low-B

CREDIT SUISSE: S&P Upgrades Class Q Certificates' Rating to CCC+
CURATIVE HEALTH: Plans to Eliminate $185 Mil. in Bondholder Debt
DANA CORP: Wants to Purchase Mexican Goods for DHAM Conversion
DANA CORP: Creditors Committee Selects Kramer Levin as Counsel
DANA CORPORATION: Seeks Court Approval to Sell De Minimis Assets

DELPHI CORP: Inks Joint Interest Agreement with Creditors' Panel
DELPHI CORP: Taps Crowell & Moring as Antitrust Counsel
DELPHI CORP: Court Approves Modified Lockport Energy Agreements
DIGITAL LIGHTWAVE: Owes Optel Capital $57.1 Million at March 29
EARLE M. JORGENSEN: S&P Lifts Senior Secured Rating to B+ from B

EDUCATE INC: S&P Affirms B+ Rating & Revises Outlook to Stable
ERA AVIATION: Hires Mikunda Cottrell as Accountant
ERA AVIATION: Committee Hires Burr Pease as Bankruptcy Counsel
EXIDE TECHNOLOGIES: Reclaims Right to Use Trademark from EnerSys
FERRO CORP: Gets 90-Day Waiver on Asset Securitization Program

FORESIDE COMPANY: Case Summary & 20 Largest Unsecured Creditors
GLOBAL FOOD: Case Summary & 20 Largest Unsecured Creditors
GREAT ATLANTIC: S&P Holds B- Rating & Revises Outlook to Stable
HAWAIIAN TELCOM: S&P Affirms B Rating With Stable Outlook
HOLLINGER INT'L: Balance Sheet Upside Down by $169.85M at Dec. 31

INTELSAT LTD: Lenders Waive Reporting Default Until April 30
INTERNATIONAL MANAGEMENT: Hires Kilpatrick Stockton as Counsel
INTERNATIONAL MANAGEMENT: Wants Until May 1 to File Schedules
J.C. PENNEY: S&P Lifts Corporate Credit Rating to BBB- from BB+
J.L. FRENCH: Committee Taps Ashby & Geddes as Delaware Counsel

KMART CORP: Chuck Conaway Wants $19.6 Million Claim Allowed
KMART CORP: Jeri Fisher Wants Lift Stay Objection Overruled
MEDIACOM BROADBAND: S&P Rates Proposed $750 Million Loan at BB-
MEGA BLOKS: Reports Fourth Quarter and FY 2005 Financial Results
MERIDIAN AUTOMOTIVE: Stanfield Presses on to Disqualify Milbank

MERIDIAN AUTOMOTIVE: Court Approves Guardian Settlement Agreement
MUSICLAND HOLDING: Wants Until July 12 to Remove Civil Actions
NELLSON NUTRACEUTICAL: Can Use Cash Collateral on Final Basis
NET SERVICOS: Completes Prepayment of Net Sul's Senior Notes
NORTHWEST AIR: AFA-CWA Calls for Union Representation Election

NORTHWEST AIRLINES: S&P Upgrades Two Cert. Class Ratings to CCC+
NUTRO PRODUCTS: S&P Assigns CCC Ratings to $345 Million Notes
ONEIDA LTD: Appoints James Joseph as Company President
ORIS AUTOMOTIVE: Taps Johnston Barton as Bankruptcy Counsel
ORIUS CORP: Court Sets May 12 bar Date for Filing Proofs of Claim

ORIUS CORP: Hires Murphy Austin as Special Litigation Counsel
P.H. GLATFELTER: Moody's Puts Ba1 Rating on New $200 Mil. Notes
PHI INC: S&P Assigns BB- Rating to Planned $150 Million Sr. Notes
PILLOWTEX CORP: Court Approves Amended Disclosure Statement
PROSOFT LEARNING: Chosen as LPI's North American Master Affiliate

QUANTA CAPITAL: Reports $105.9 Million Net Loss for 2005
RADNOR HOLDINGS: 11% Bond Indenture Allows for $25M Add'l Debt
RIVERSTONE NETWORKS: Hold River Amends Tender Offer Equity Deal
RIVIERA HOLDINGS: S&P Holds B Corp. Credit Rating on CreditWatch
SAFETY PRODUCTS: Releases Financial Statements for Fiscal 2005

SCIENTIFIC GAMES: Unit Buys $12MM Shoreline Star Facility in Conn.
SCRIP ADVANTAGE: All Employees Terminated on Friday, April 7
SERACARE LIFE: Taps Cathryn Low as Interim Chief Financial Officer
SERVICE CORP: $1 Bil. Alderwoods Deal Cues Moody's Rating Review
SND ELECTRONICS: U.S. Trustee Appoints Three-Member Committee

SND ELECTRONICS: Gets Interim Okay to Borrow $1 Mil. Postpetition
SOMERA COMMS: Recurring Losses Spur Auditors' Going Concern Doubt
SPARTA COMMERCIAL: Closes on $4.56-Mil. Private Equity Placement
SPECTRUM BRANDS: S&P Lowers Corporate Credit Rating to B- from B
TRANSCONTINENTAL GAS: Fitch Rates $200 Million Sr. Notes at BB+

URBI DESARROLLOS: Fitch Rates Proposed $150 Mil. Sr. Notes at BB
URBI DESARROLLOS: Moody's Puts Ba3 Rating on $150 Million Notes
URS CORP: Earns $82.5 Million of Net Income in Fiscal Year 2005
USG CORP: Del. Bankr. Court Approves Amended Disclosure Statement
VENOCO INC: S&P Lifts $150 Million Notes' Rating to CCC+ from B-

VERILINK CORP: Case Summary & 20 Largest Unsecured Creditors
VISTEON CORP: Fitch Downgrades Sr. Unsecured Debt Rating to CCC-
WILDMINT 615: Case Summary & 14 Largest Unsecured Creditors
WINN-DIXIE: Competing Bids for BSL Shares Must Be In By May 11
WINN-DIXIE: Blackstone Engagement Amended to Include Bahamas Unit

WINN-DIXIE: Wants Plan-Filing Period Extended Until June 29

* Susman Godfrey Plans to Open Office in New York City

* BOND PRICING: For the week of Apr. 3 - Apr. 7, 2006

                             *********

ADELPHIA COMMS: Agrees with Devcon Security on Use of Escrow Funds
------------------------------------------------------------------
Adelphia Communications Corporation, Starpoint Limited
Partnership, Cable Sentry Corporation, Coral Security, Inc., and
Westview, Inc., each an ACOM Debtor, seek a declaratory judgment
that they are entitled to certain amounts held in escrow pursuant
to an asset purchase agreement dated January 21, 2005, that they
entered into with Devcon Security Services Corporation.

Starpoint and its three subsidiaries, Cable, Coral and Westview,
operated the residential and commercial security business of the
ACOM Debtors in New York, Florida and Pennsylvania.

As part of their efforts to exit non-core lines of business, the
ACOM Debtors initiated a marketing and sale process for
substantially all of their Security Business Assets.  The ACOM
Debtors subjected the sale of the Security Assets to an auction
process.  It was ultimately concluded that Devcon's bid was the
highest and best offer received for the Security Business.
Accordingly, the ACOM Debtors entered into an asset purchase
agreement with Devcon, pursuant to which the ACOM Debtors sold
the Security Business to Devcon.

Pursuant to the APA, the parties prepared an estimate of the
purchase price.  The Estimated Purchase Price was calculated at
$40,229,044.

In anticipation of a possible adjustment to the estimated
purchase price, the parties agreed to set aside certain funds in
an escrow account to be distributed according to the calculation
of the final purchase price.  Starpoint is the named beneficiary
of the Escrow Agreement.  Devcon deposited $4,022,904 into the
Escrow Account.

In a June 28, 2005 letter, Devcon notified the ACOM Debtors that
its calculation of the final purchase price is $35,213,388.
Devon further stated that due to the difference between the
Estimated Purchase Price and the Final Purchase Price, the ACOM
Debtors are obliged to return the full Escrow Account amount to
Devcon.

Devcon asserted that:

   (i) a certain Bocca Pointe Agreement is subject to
       cancellation and categorizes it as defaulting recurring
       monthly revenue.  The RMR generated by the Bocca Pointe
       Agreement is $68,644.  Accordingly, Devcon reduced the
       Estimated Purchase Price by $2,333,896.

  (ii) the calculation of the value of old inventory requires a
       reduction of the Estimated Purchase Price.  Accordingly,
       Devcon maintained that the Estimated Purchase Price should
       be reduced in an amount equal to the difference between
       the value of the old inventory on February 28, 2005, and
       its value on December 31, 2004, or $65,398.

(iii) it has incurred costs for a "St. Andrews Bulk System
       Conversion," a cost of transitioning customers from the
       ACOM Debtors to Devcon.  Accordingly, Devcon sought to
       reduce the Estimated Purchase Price by $160,600 for those
       costs.

The ACOM Debtors dispute Devcon's calculation of the Final
Purchase Price.

The ACOM Debtors ask the Court to enter a judgment declaring that
Devcon's proposed adjustment to the Estimated Purchase Price
based on the Boca Pointe Agreement, the value of Old Inventory
and the transition costs relating to the St. Andrews Conversion
are not permitted under the APA and that the Estimated Purchase
Price should not be reduced by those amounts.

ACOM, Starpoint, Cable, Coral and Westview also ask the Court to
award them costs and disbursements they incurred in their
adversary proceeding.

                         Devcon Responds

Devcon denies all of the ACOM Debtors' allegations.

On Devcon's behalf, Richard S. Miller, Esq., at Greenberg
Traurig, LLP, in New York, argues that:

   1. The ACOM Debtors' claims are barred because they fail to
      state a claim to be granted;

   2. The ACOM Debtors' action is barred by the doctrine of
      unclean hands, estoppel, waiver, laches;

   3. The ACOM Debtors' action is barred by the statute of
      limitations; and

   4. The ACOM Debtors' action is barred by the parole evidence
     rule.

Devcon asserts that it is entitled to all the funds held in the
Escrow Account.
                         Parties Stipulate

To avoid the cost and risk of further litigation, the ACOM
Debtors and Devcon agree that:

   a. they will take all steps required to effectuate the release
      and payment of all sums held in escrow under the Escrow
      Agreement in this manner:

         * $2,349,578 to Devcon,
         * $1,673,326 to the ACOM Debtors,
         * any and all interest accumulated on the Escrow Account
           to the Debtors.

   b. Devcon will pay to the Debtors $49,173 on account of
      Devcon's usage of vehicles owned by the Debtors for April,
      May and June 2005;

   c. they will execute and file with the Bankruptcy Court a
      stipulation of dismissal;

   d. each party will bear its own costs and attorneys' fees
      incurred in connection with the Adversary Proceeding.

   e. the parties will execute mutual releases, subject to the
      Debtors' rights to indemnification as set forth in the APA.

Judge Gerber approves the Parties' Settlement Agreement.

Pursuant to a Court-approved stipulation, the Parties agree that
the Adversary Proceeding is dismissed, with prejudice.

                  About Adelphia Communications

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 126;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Wants to File Plan Settling Intercreditor Dispute
-----------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates seek
the authority of the U.S. Bankruptcy Court for the Southern
District of New York to file a plan of reorganization that
includes a proposed settlement of intercreditor disputes among the
ACOM Debtors, the noteholders of Arahova Communications
Corporation, the noteholders of Adelphia Communications
Corporation and other creditor groups.

Marc Abrams, Esq., at Willkie Farr & Gallagher LLP, in New York,
relates that for more than two years, the ACOM Debtors have tried
to foster a dialogue with representatives of the Arahova
noteholders, the ACOM noteholders and other creditor groups to
address and resolve significant intercreditor issues that will
have a meaningful effect on plan distributions to them and
similarly situated creditors within their debtor groups.

On June 24, 2005, the ACOM Debtors sought an order in aid of
confirmation to create a judicial framework to resolve the
Intercreditor Dispute in a manner that avoided potential
conflicts of interest.  The Court approved the Resolution Process
on August 4, 2005.

The Court then began Resolution Process hearings on the character
and treatment of certain intercompany claims.  According to Mr.
Abrams, after more than six weeks of settlement conferences, the
parties have failed to reach a settlement.

One of the key purposes of the Resolution Process was to preserve
the value of the Asset Purchase Agreements between the ACOM
Debtors, and Time Warner NY Cable LLC and Comcast Corporation for
the sale of substantially all of ACOM's assets for
$12,700,000,000 in the aggregate and 16% of Time Warner Cable
Inc.'s equity securities.  The Purchase Agreements contain
specific termination rights for the ACOM Debtors and the
Purchasers, and provide that upon termination of the Purchase
Agreements under certain circumstances, the ACOM Debtors may be
required to pay the Purchasers a termination fee of more than
$440,000,000.  The Purchase Agreements specifically require a
closing of the Sale Transaction no later than July 31, 2006.

With more than 50 objections to confirmation to the Plan and the
substantial ongoing disputes that are the subject of the
Resolution Process, there are significant risks to the Plan
confirmation and as a result, to the successful consummation of a
Sale Transaction, Mr. Abrams maintains.

Thus, the ACOM Debtors maintain that they should be authorized to
propose a Plan that includes a structure to settle the
Intercreditor Dispute and terminate the Resolution Process.

Specifically, the ACOM Debtors propose amendments to the Fourth
Amended Plan of Reorganization that provide for one or more
optional proposed settlements of issues in their bankruptcy cases
under these conditions:

    a. The Amended Plan will be structured to permit creditors to
       separately accept or reject:

          * the Plan including the proposed settlement; and

          * the Plan excluding the proposed settlement, which Plan
            will provide for reserves or escrows of distributions
            pending the determination of the Intercreditor Dispute
            to enable any court resolution of that dispute to be
            implemented;

    b. Absent further Court order, the Debtors are not authorized
       to seek confirmation of any Settlement Plan under Section
       1129(b) of the Bankruptcy Code if the Settlement Plan is
       rejected by a class of creditors made party to a settlement
       proposed in the Settlement Plan; and

    c. If the Settlement Plan is rejected by a class of creditors
       made party to a settlement proposed in the Settlement Plan:

          * the ACOM Debtors are not authorized to seek
            confirmation of any Settlement Plan under Section
            1129(b); and

          * the ACOM Debtors will be authorized to seek
            confirmation of the Reserve Plan, including
            confirmation under Section 1129(b), if appropriate.

                             Responses

Two parties-in-interest do not object to the ACOM Debtors'
request:

    1. The putative class plaintiffs in a lawsuit pending before
       the United States District Court for the Southern District
       of New York captioned In re Adelphia Communications Corp.
       Securities & Deriv. Litigation, 03 MD 1529 (LMM); and

    2. The Official Committee of Equity Security Holders.

W.R. Huff Asset Management Co., LLC, also does not object to the
ACOM Debtors' request.  However, W.R. Huff asserts that the ACOM
Debtors should give a notice to their creditors of the voting
results and which plan they intend to seek to confirm before the
confirmation objection deadline.

The Ad Hoc Committee of ACC Senior Noteholders states that if the
ACOM Debtors will be able to create a fair and reasonable
settlement proposal that has the prospect of acceptance by the
various constituents in the ACOM Debtors' Case, it would be the
first one to applaud.  In the meantime, the ACC Committee urges
the ACOM Debtors to keep their "eye on the ball."  The pursuit of
a "settlement plan" should not become a distraction from all of
the other unresolved matters in the ACOM Debtors' Case.

The ACC Committee also ask the Court to instruct the ACOM Debtors
that they are not to seek an involuntary "cram down" of any
"settlement plan" not accepted by each of the classes of claims.

The Ad Hoc Committee of FrontierVision Noteholders asks the Court
to amend the ACOM Debtors' proposed order to reflect that:

    a. the ACOM Debtors will be required to use the record
       developed to date in the Resolution Process as a basis for
       any treatment proposed to classes of creditors, including
       the FV Holdco Noteholder class; and

    b. the ACOM Debtors, the Arahova Committee, the ACC Committee,
       and Huff are required to engage in good faith settlement
       discussions with the FV Committee before the filing of the
       Settlement Plan.

The Ad Hoc Adelphia Trade Claims Committee states that they have
limited information regarding the terms of any revised plan of
reorganization the ACOM Debtors intend to file in connection with
their request.  Thus, the Trade Committee reserves its rights to
participate in the hearing to consider the ACOM Debtors' request
and to raise any objections.

                  About Adelphia Communications

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue No. 127;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: Units Acquire Forfeited Assets from Rigases
-----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Adelphia Communications Corporation's Executive Vice
President, General Counsel and Secretary Brad M. Sonnenberg
discloses that on March 29, 2006, the United States District
Court for the Southern District of New York signed three orders:

   1. A Stipulation and Order of Settlement of Amended Petition
      of ACOM and Various Subsidiaries as to Forfeited Managed
      Entities.  The Stipulation is in furtherance of the terms
      of the non-prosecution agreement dated April 25, 2005,
      between the Office of the United States Attorney for the
      Southern District of New York, and ACOM and its affiliated
      entities.

      A full-text copy of the April 25 Settlement is available
      for free at http://ResearchArchives.com/t/s?74c

   2. A Final Order of Forfeiture

      A full-text copy of the Final Forfeiture Order is available
      for free at http://ResearchArchives.com/t/s?74d

   3. An Amended Final Order of Forfeiture

      A full-text copy of the Amended Forfeiture Final Order
      available for free at http://ResearchArchives.com/t/s?74e

Pursuant to the Final Forfeiture Orders, all right, title and
interest previously held by members of the Rigas family or
Rigases-controlled entities in the Forfeited Managed Cable
Entities before the District Court's Consent Order of Forfeiture
dated June 8, 2005, were transferred to certain subsidiaries of
Adelphia Cablevision, LLC, free and clear of all liens, claims,
encumbrances and adverse interests.

The Forfeited Management Entities are:

    1. Adelphia Cablevision Associates of Radnor, L.P.,
    2. Adelphia Cablevision of West Palm Beach, LLC,
    3. Adelphia Cablevision of West Palm Beach II, LLC,
    4. Cablevision Business Services, Inc.,
    5. Desert Hot Springs Cablevision, Inc.,
    6. Henderson Community Antenna Television, Inc.,
    7. Highland Carlsbad Cablevision, Inc.,
    8. Highland Carlsbad Operating Subsidiary, Inc.,
    9. Highland Prestige Georgia, Inc.,
   10. Hilton Head Communications, L.P.,
   11. Ionian Communications, L.P.,
   12. Montgomery Cablevision Associates, L.P.,
   13. Prestige Communications, Inc.,
   14. Highland Video Associates, L.P., excluding the interest
       held by Highland Video in Bucktail Broadcasting Corp.

The forfeited assets acquired by the Adelphia Subsidiaries are
cable systems with approximately 219,000 subscribers as of
December 31, 2005, that were previously owned or controlled by
the Rigas Family Entities.

Pursuant to definitive agreements with Time Warner NY Cable LLC,
and Comcast Corporation dated April 20, 2005, Time Warner and
Comcast agreed to purchase substantially all of the U.S. assets
and assume certain of the liabilities of ACOM and its
subsidiaries.  As part of the sale transaction, Time Warner and
Comcast agreed to purchase the assets related to the Forfeited
Managed Cable Entities for approximately $967,000,000 in the
aggregate, consisting of cash and Class A Common Stock of Time
Warner Cable, Inc.

On obtaining ownership of the Forfeited Managed Cable Entities,
the Adelphia Subsidiaries expect to file Chapter 11 voluntary
petitions that will be jointly administered with the ACOM
Debtors' Cases.

Once the Adelphia Subsidiaries emerge from bankruptcy, ACOM
expects to be able to transfer to Time Warner NY and Comcast the
assets related to the Forfeited Managed Cable Entities as part of
the Sale Transaction.

Mr. Sonnenberg relates that there is no assurance that the
bankruptcy cases of the Adelphia Subsidiaries will proceed
swiftly enough for the transfer to occur concurrent with the
closing of the Sale Transaction, and the transfer may not occur
until after the initial closing of the Sale Transaction, if at
all.

Furthermore, there is no assurance that the sale of the assets
related to the Forfeited Managed Cable Entities to Time Warner NY
and Comcast will occur concurrently with the consummation of the
Sale Transactions, if at all.

According to Mr. Sonnenberg, pursuant to a prior order of the
District Court, on March 30, 2006:

    (1) each of Century MCE, LLC, Cablevision Business Services,
        Inc., Desert Hot Springs Cablevision, Inc., Highland
        Carlsbad Cablevision, Inc., Highland Carlsbad Operating
        Subsidiary, Inc., Highland Prestige Georgia, Inc. and
        Prestige Communications, Inc. entered into guaranty
        agreements for the benefit of Bank of America, N.A., in
        its capacity as administrative agent under a Credit
        Agreement, dated April 14, 2000, as amended and
        supplemented -- the Century Credit Agreement -- pursuant
        to which each entity agreed to guarantee the obligations
        of the borrowers under the Century Credit Agreement.

    (2) each of UCA MCE I, LLC, UCA MCE II, LLC, Hilton Head
        Communications, L.P. and Ionian Communications, L.P.
        entered into guaranty agreements for the benefit of First
        Union National Bank, in its capacity as administrative
        agent under a credit agreement, dated May 6, 1999, as
        amended and supplemented -- the UCA Credit Agreement --
        pursuant to which each entity agreed to guarantee the
        obligations of the borrowers under the UCA Credit
        Agreement.

    (3) each of Olympus MCE I, LLC, Olympus MCE II, LLC, Adelphia
        Cablevision Associates of Radnor, L.P., Adelphia
        Cablevision of West Palm Beach, LLC, Adelphia Cablevision
        of West Palm Beach II, LLC, Henderson Community Antenna
        Television, Inc., Highland Video Associates, L.P. and
        Montgomery Cablevision Associates, L.P., entered into
        guaranty agreements for the benefit of the Bank of
        Montreal, in its capacity as administrative agent under a
        credit agreement, dated September 28, 2001, as amended and
        supplemented -- the Olympus Credit Agreement -- pursuant
        to which each entity agreed to guarantee the obligations
        of the borrowers under the Olympus Credit Agreement.

    (4) Century MCE, LLC entered into a pledge agreement for the
        benefit of Bank of America, N.A., in its capacity as
        administrative agent under the Century Credit Agreement,
        pursuant to which Century MCE, LLC pledged to the Bank of
        America, N.A., for the benefit of the agents and lenders
        under Century Credit Agreement, certain equity interests
        owned by it in Cablevision Business Services, Inc., Desert
        Hot Springs Cablevision, Inc., Highland Carlsbad
        Cablevision, Inc., Highland Carlsbad Operating Subsidiary,
        Inc., Highland Prestige Georgia, Inc. and Prestige
        Communications, Inc.

    (5) each of UCA MCE I, LLC and UCA MCE II, LLC entered into
        pledge agreements for the benefit of First Union National
        Bank, in its capacity as administrative agent under the
        UCA Credit Agreement, pursuant to which each entity
        pledged to First Union National Bank, for the benefit of
        the agents and lenders under UCA Credit Agreement, certain
        equity interests owned by them in Hilton Head
        Communications, L.P. and Ionian Communications, L.P.

    (6) each of Olympus MCE I, LLC and Olympus MCE II, LLC entered
        into pledge agreements for the benefit of the Bank of
        Montreal, in its capacity as administrative agent under
        the Olympus Credit Agreement, pursuant to which each
        entity pledged to the Bank of Montreal, for the benefit of
        the agents and lenders under Olympus Credit Agreement,
        certain equity interests owned by them in Adelphia
        Cablevision Associates of Radnor, L.P., Adelphia
        Cablevision of West Palm Beach, LLC, Adelphia Cablevision
        of West Palm Beach II, LLC, Henderson Community Antenna
        Television, Inc., Highland Video Associates, L.P. and
        Montgomery Cablevision Associates, L.P.

    (7) each of the entities that are borrowers or guarantors
        under the Olympus Credit Agreement entered into a security
        agreement pursuant to which each entity agreed to grant in
        favor of the Bank of Montreal, in its capacity as
        administrative agent under the Olympus Credit Agreement, a
        limited security interest in certain of its assets in
        exchange for the agents and lenders under the Olympus
        Credit Agreement agreeing to forbear from exercising any
        and all rights and remedies against Coudersport and
        Bucktail or the equity interests representing the
        ownership of Coudersport or Bucktail, whether arising
        under the terms of the Olympus Credit Agreement,
        applicable law or otherwise.

The Official Committee of Unsecured Creditors and the Official
Committee of Equity Holders have initiated an adversary
proceeding and are prosecuting claims against the lenders and
agents under the Company's and its subsidiaries' prepetition
credit facilities.  The Litigation has been transferred to the
District Court, and the District Court will have jurisdiction
over the Litigation, except with respect to certain motions to
dismiss that are pending before the Bankruptcy Court.

                  About Adelphia Communications

Headquartered in Coudersport, Pa., Adelphia Communications
Corporation (OTC: ADELQ) is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors.  (Adelphia Bankruptcy News, Issue Nos. 126 &
127; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AES CORP: Senior Bank Lenders Waive Restatement-Related Default
---------------------------------------------------------------
The AES Corporation obtained the necessary votes from a majority
of its bank lenders under its senior bank facility to waive the
event of default caused by the restatement of its 2003 financial
statements.  

As reported in the Troubled Company Reporter on April 6, 2006, the
Company will be restating its 2003 and 2004 financial statements
as a result of errors discovered by management during the 2005
year-end closing process.   Based on management's review, it
believes that all errors were inadvertent and unintentional.

The Senior Bank Facility provides AES with access to:

   * a $650 million revolving bank loan; and
   * a $200 million senior secured term loan.

The Company, four Subsidiary Guarantors, Citicorp USA, Inc., as
Agent, and Citibank N.A., as Collateral Agent and Lender, signed
Amendment No. 7 and Waiver No. 3 to the Third Amended and Restated
Credit and Reimbursement Agreement, on April 5, 2006.  

As a result of this waiver and amendment, the Company now has full
access to the credit available under its senior bank facility.

The interest rate on the $650 million revolving bank loan is LIBOR
plus 1.75%.  It matures on 2010.  The interest rate on the term
$200 million Senior Secured Term Loan is LIBOR plus 1.75%.  It
matures on 2011.  As of December 31, 2005, $356 million was
available from the $650 million Revolving Bank Loan.

A full-text copy of the Amendment No. 7 and Waiver No. 3 to Third
Amended and Restated Credit and Reimbursement Agreement is
available for free at http://ResearchArchives.com/t/s?79b

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

                         *     *     *

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


ALLIED HOLDINGS: Extends Forbearance Pact on DIP Loan to April 18
-----------------------------------------------------------------
Allied Holdings, Inc. (Pink Sheets: AHIZQ.PK) reached an agreement
to extend a forbearance agreement with respect to the Company's
senior secured, super priority, debtor-in-possession credit
facility through April 18, 2006.

On March 9, 2006, the Company entered into a forbearance agreement
whereby the lenders agreed to refrain from exercising certain of
their rights under the facility through April 3, 2006 as a result
of certain financial covenant violations for the months of
December 2005 and January 2006 and the extension addresses
violations for the month of February 2006.

                     Terms of the Extension

The lenders will continue to make advances to the Company to the
extent required by the credit facility so long as the Company
remains in compliance with the terms and conditions of the
facility and the forbearance agreement.  The extension of the
forbearance agreement requires the Company to pay the lenders a
fee as a condition of the forbearance and to pay an additional fee
within 30 days of the execution of the extension, but the
additional fee will be waived if the Company and the lenders enter
into an amendment to the credit facility.

The Company anticipates that it will not have sufficient
availability to meet its working capital needs as early as May of
2006 under the present terms of the facility.  The Company is
currently negotiating with the lenders in an effort to amend the
facility to obtain additional availability in order to allow the
Company to meet its working capital needs.  The Company cannot
provide assurance as to whether it will be able to amend the
facility or, if amended, whether the additional availability if
obtained will be sufficient to allow the Company to meet its needs
or whether the Company will be able to remain in compliance with
the facility as amended.

The extension of the forbearance agreement requires that the
Company engage a consultant to advise the Company on various
issues regarding the operation of the Company's business.  
Accordingly, the Company engaged Glass & Associates, Inc. as an
operational improvement advisor, subject to approval of the
engagement by the bankruptcy court.  Glass will report to the
Company's President and Chief Executive Officer, with access to
the Company's Board of Directors as necessary.

"Glass and Allied's senior management team intend to build on the
work done by our management team over the past several years and
move forward with a process to explore all alternatives to enhance
operational performance," Hugh E. Sawyer, President and Chief
Executive Officer, said.

                    About Glass & Associates

Glass & Associates' professionals have in-depth expertise in
operational and financial management.  Working with senior
management, Glass & Associates -- http://www.glass-consulting.com/
-- has a demonstrated track record of helping companies across
multiple industry sectors achieve the best possible outcome for
management, lenders, investors and employees.  Glass & Associates
has completed more than 600 engagements, including Mississippi
Chemical Corporation, Southern States Cooperative, Parmalat USA,
Tiro Industries, General Chemical and Hamilton Specialty Bar.   
Glass & Associates is headquartered in New York, with offices in
Canton, Charlotte, Chicago, Dallas, Detroit and Houston.

                      About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.


AMCAST INDUSTRIAL: Rejects University Development Lease
-------------------------------------------------------
The Hon. Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis authorized Amcast
Industrial Corporation and Amcast Automotive of Indiana, Inc., to
reject a lease agreement with the University Development Company,
effective as of Jan. 31, 2006.

The Debtors used University Development's premises located at
2601 Cambridge Court, Suite 121 in Auburn Hills, Michigan for
office space.  Because of the planned winding-down of their
business operations by mid-2006, the Debtors no longer need the
office space and sought to reject the lease agreement.

James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, PC, tells
the Bankruptcy Court that rejection and termination of the lease
will save the estates thousands of dollars for the benefit of
creditors.  The lease is set to expire in March 2008 and costs the
Debtors an average of $54,000 per month.              

                     About Amcast Industrial

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

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  When the
Debtor and its affiliate filed for protection from their
creditors, they listed total assets of $97,780,231 and total
liabilities of $100,620,855.


AMERICAN MEDIA: Restructures to Improve Annual Cash Flow by $19M
----------------------------------------------------------------
American Media Operations, Inc., is planning to restructure
certain of its operations to improve its profitability and future
net cash flows.

Restructuring actions include:

   -- discontinuing the publication of Celebrity Living Weekly,
      MPH and Shape En Espanol;

   -- the relocation of the operations associated with the
      National Enquirer from New York City, New York to Boca
      Raton, Florida;

   -- centralizing certain operations; and

   -- reducing certain other operating, general and administrative
      expenses.

The combined operating losses from the discontinued publications
amounted to around $9.2 million for the twelve months ended
December 31, 2005.  As part of the Plan, the Company expects to
reduce its workforce by approximately 9%.  Annual future net cash
flows are projected to improve by approximately $19 million as a
result of the actions taken under the Plan.

The Company intends to record a restructuring charge related to
the Plan in the fiscal quarters ending June 30, 2006, and
September 30, 2006.  Although the Company currently expects that
all charges under the Plan will be recognized in its fiscal year
ending March 31, 2007, some charges may be recognized in future
periods if the related expenses are incurred during those periods.

The Company intends to redeploy rack pockets from the discontinued
publications to certain of its other publications.  The Company
also intends to sell certain rack pockets to other publishing
clients serviced by its wholly owned subsidiary, Distribution
Services, Inc.  To the extent the Company is unable to
successfully redeploy or sell rack pockets available from the
discontinued publications, the Company could incur a non-cash
write off of up to $2.5 million.

The Company will likely incur these types of costs associated with
the Plan:

   (1) employee severance costs, currently estimated to be
       approximately $2.0 million in the aggregate; and

   (2) contract termination costs, including early termination of
       real estate leases, and costs of relocation of certain
       operations, currently estimated to be approximately
       $1.6 million in the aggregate.  

The Company also plans to spend approximately $0.5 million for the
construction of a new data center, as part of its consolidation
efforts.

The Company currently estimates that restructuring charges in
connection with the Plan for the fiscal quarters ending
June 30, 2006, and September 30, 2006, will be approximately
$2.2 million and $1.4 million.

The Company currently estimates that the total amount of the
restructuring charges and the construction of a new data center
will result in future cash expenditures of approximately
$4.1 million, the majority of which will be paid in its fiscal
year ending March 31, 2007.  Implementation of the Plan is
expected to be completed by the end of the fiscal quarter ended
September 30, 2006.

The Company will continue to publish its remaining 16 titles, as
well as its Mini-Mags, Digests and Books series.  The Company's
eleven consumer magazines include: Star, Shape, Natural Health,
Fit Pregnancy, Muscle & Fitness Hers, Men's Fitness, Muscle &
Fitness, Flex, Country Weekly, Mira! and Looking Good Now. The
Company's five tabloid publications include: National Enquirer,
Globe, Examiner, Sun, and Weekly World News.

Headquartered in Boca Raton, Florida, American Media Operations
Inc. is the nation's largest publisher of celebrity, health and
fitness, and Spanish language magazines.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 20, 2006,
Moody's Investors Service assigned a B1 rating to American Media
Operations, Inc.'s proposed $510 million senior secured credit
facilities and affirmed other low-B and junk ratings.

As reported in the Troubled Company Reporter on Jan. 19, 2006,
Standard & Poor's Ratings Services lowered the corporate credit
rating on American Media Operations Inc. to 'B-' from 'B', and the
subordinated debt rating to 'CCC' from 'CCC+'.  S&P affirmed the
'B' rating on the company's senior secured bank loan at that time.


ASARCO LLC: Court Okays Purchase of Nine Haul Trucks From Liebherr
------------------------------------------------------------------
Judge Schmidt of the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi gave ASARCO LLC permission to
purchase from Liebherr Mining Equipment Co. nine haul trucks for
$3,500,000 each, and an option to buy 12 additional trucks.

As reported in the Troubled Company Reporter on Mar. 17, 2006,
Liebherr's analysis of a 14-year period availability of the
trucks and comparison of present net buying value of each truck
at 15% interest rate, showed that the initial nine 400-ton
Liebherr trucks will:

   * haul 36,000,000 tons of material per year, replacing 16
     existing trucks;

   * reduce the need for 28 truck operators;

   * save 675,000 gallons of fuel per year;

   * require 75 fewer tires per year;

   * avoid $1,000,000 in reconditioning costs per truck when the
     truck reaches 100,000 operating hours; and

   * reduce the risk of accidents inherent in operating a mine by
     avoiding 53,500 truck cycles per year.

Once all 21 new Liebherr trucks are in place, the annual cost
savings are projected to be $19,000,000 compared to the current
fleet, Ms. Mulloy tells the Court.  In addition, as soon as
ASARCO receives the new trucks, three trucks from Ray Mine will
be relocated to Mission Mine to increase its production.

The Purchase Agreement generally provides that five of the
initial order will be delivered in 2007, and four in 2008.  The
last truck to be delivered in 2007 will be a reserve truck to be
paid on a deferred payment basis with an option to buy that
truck.

ASARCO can also opt to buy 12 additional trucks, allowing for the
delivery of four trucks per year in the first quarter of 2009 to
2011.

Each truck will cost $3,500,000, which will increase according to
the percentage increase in the Producer Price Index for Mining
Machinery and Equipment.  Optional equipment and rim prices will
also be adjusted according to Producer Price Index.   Rimex rim
purchase prices, on the other hand, will be subject to a 5% per
year escalation, compounded annually.  The Trinity dump body
price will change based on the difference of the actual price of
steel and the base steel price, and increase at time of shipment
from material, freight or processing costs.

For the trucks and other related equipment purchases, ASARCO will
pay:

         Percentage              Time of Payment
         ----------           ---------------------
            10%               52 weeks before the
                              agreed upon factory
                              date of each truck

            20%               13 weeks before
                              previous payment date

            70%               five days after the Monday
                              after acceptance of each truck

                        FCR Supports ASARCO

Robert C. Pate, the Future Claims Representative, supports ASARCO
LLC's request to purchase nine haul trucks.

The FCR notes that due to escalating copper prices and increased
operations at competing mines, there is a shortage in the
industry of vital haul trucks and even of tires the haul trucks
utilize.

In order to successfully reorganize and fund a Section 524(g)
trust, the FCR says, ASARCO must rehabilitate its mining
operations and operate at a wider profit margin.  This requires
increasing production and acquiring the proper equipment that
will enable it to do so.

With copper prices at record highs and with ASARCO's competitors
running more proficient operations, the swiftness with which
ASARCO can improve may very well determine its survival, the FCR
asserts.

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: ARCO Wants Stay Lifted to File Cross-Claims
-------------------------------------------------------
On Aug. 11, 2004, the Department of Environmental Quality in
the State of Montana filed a complaint, pursuant to the Montana
Comprehensive Environmental Cleanup and Responsibility Act,
against ASARCO LLC, American Smelting and Refining Company,
Atlantic Richfield Company and ARCO Environmental Remediation LLC
in the Montana First Judicial District Court, Lewis & Clark
County.

The Montana Civil Action alleges contamination and threats of
contamination of pollutants and hazardous substances from the
Upper Blackfoot Mining Complex in Lewis & Clark County, Montana.
It also alleges that the Debtors and Atlantic Richfield are
liable for the remedial costs associated with the alleged
contamination.  The Complaint seeks to recover clean up costs and
related damages.

Atlantic Richfield has cross-claims against ASARCO for
contribution, contractual indemnity and declaratory relief in
connection with the Montana Civil Action.  Atlantic Richfield
seeks:

    (a) a judgment in an amount equal to remedial action and other
        costs it incurred with respect to the UBMC and any
        liability assessed against it in the Montana Civil Action;

    (b) a declaration that ASARCO is liable for all future
        remedial actions required by the DEQ or any agency having
        jurisdiction to abate environmental conditions at the
        UBMC; and

    (c) prejudgment interest.

James S. Carr, Esq., at Kelley Drye & Warren LLP, in New York,
tells the Bankruptcy Court that Atlantic Richfield is prohibited
from asserting its cross-claims because of the automatic stay.

If Atlantic Richfield is not permitted to plead its cross-claims,
it could be foreclosed from obtaining relief under its cross-
claims, Mr. Carr asserts.

Atlantic Richfield asks the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to lift the automatic stay to
plead (but not to prosecute) its cross-claims.

In the alternative, Atlantic Richfield asks the Court to declare
that the Montana Rules of Civil Procedure is tolled pending
further Court order and that the cross-claims are expressly
preserved.

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: Deen Wants Stay Lifted to Determine Arizona Land Title
------------------------------------------------------------------
Ron and Linda Deen own 12 acres of land in Pinal County, Arizona,
by right of adverse possession under Arizona law.

The Deens have occupied the Property since 1986, and have made
improvements on the Property.

In October 2005, the Deens asked Asarco, Inc., to disclaim any
rights to the Property pursuant to a quitclaim deed because the
Deens have been the proper legal owners of the Property due to
Arizona adverse possession law.

In a letter dated January 2006, ASARCO LLC, as successor-in-
interest to Asarco, Inc., asserted ownership of the Property.

The Deens wish to resolve the question of ownership of the
Property.

Timothy P. Dowling, Esq., at Gary, Thomasson, Hall & Marks, PC,
in Corpus Christi, Texas, asserts that the proper forum for
determining ownership of the Property is an Arizona state court
rather than the Texas Bankruptcy Court.

Mr. Dowling explains that trial of the issue would be cheaper in
Arizona, and it is virtual certainty that the Arizona court would
have available to it more relevant evidence for making a proper
ruling since the applicable witnesses are "at hand."

Besides, Mr. Dowling points out, the Bankruptcy Court is heavily
burdened with other more consequential matters, and would apply
the law of a foreign jurisdiction.

Accordingly, the Deens ask the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to modify the
automatic stay to allow their state court litigation in Arizona to
determine the correct owner of the Property.

Mr. Dowling contends that modifying the automatic stay is
allowable because the Property is not necessary for an effective
reorganization of the Debtors since none of them have put it to
any productive purpose for approximately 20 years.

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

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

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


ATA AIRLINES: C8 Airlines Proposes May 19 Plan-Voting Deadline
--------------------------------------------------------------
C8 Airlines, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Indiana to approve a set of uniform noticing,
balloting, voting and tabulation procedures to be used in
connection with the solicitation of votes for the acceptance of
its First Amended Plan of Liquidation.

C8 also asks the Court to fix:

   * April 11, 2006, as the "voting record date" for determining
     holders of Claims entitled to:

     -- receive a solicitation package; and
     -- vote to accept or reject the Plan; and

   * May 19, 2006, 4:00 p.m., prevailing Indianapolis time, as
     the "voting deadline" or the last date by which Ballots and
     Master Ballots for accepting or rejecting the Plan must be
     received by the Voting Agent so as to be counted.

                      Confirmation Hearing

Judge Lorch will convene a hearing to consider confirmation of
C8's Liquidation Plan on June 6, 2006.  Terry E. Hall, Esq., at
Baker & Daniels, in Indianapolis, relates that objections to
confirmation of the Plan must be filed on or before May 19, 2006.

Only timely filed and served written objections will be
considered.  Objections not timely filed and served will be
overruled.

C8 asks Judge Lorch to declare that the Confirmation Hearing may
be continued from time to time by announcing the continuance in
open court.  The Plan may also be modified pursuant to Section
1127 of the Bankruptcy Code prior to, during, or as a result of,
the Confirmation Hearing, in each case without further notice to
parties-in-interest.

Confirmation Objections must be served on:

   * C8 and its counsel, Baker & Daniels LLP;

   * Counsel for the Official Committee of Unsecured Creditors:

     -- Akin Gump Strauss Hauer & Feld LLP; and
     -- Greenebaum Doll & McDonald PLLC; and

   * the U.S. Trustee.

                     Solicitation Packages

C8 will send no later than April 18, 2006, or a date that is no
later than five business days following the entry of an order
approving the Disclosure Statement, solicitation packages
containing:

   (a) a notice of the Confirmation Hearing and related
       matters, including the voting and tabulation procedures;

   (b) the Disclosure Statement as approved by the Court;

   (c) the Liquidation Plan;

   (d) the order approving the Disclosure Statement;

   (e) a ballot appropriate for the specific creditor;

   (f) a pre-addressed return envelope; and

   (g) a notice of non-voting status.

According to Ms. Hall, the Securities and Exchange Commission and
the Internal Revenue Service will receive a Confirmation Hearing
Notice, copies of the Plan documents and Court order approving the
Disclosure Statement.

The Solicitation Package will be provided to creditors holding
Claims in Classes 1 and 2 who have filed timely Proofs of Claim
-- or untimely Proofs of Claim which have been allowed as timely
by the Court under applicable law on or before the Voting Record
Date -- that:

   (i) have not been disallowed by a Court order entered on or
       before the Voting Record Date; or

  (ii) which are not subject to an objection by a party-in-
       interest as of the Solicitation Date, unless allowed
       temporarily for voting purposes under Rule 3018 of the
       Federal Rules Bankruptcy Procedure, on or before the
       deadline to file Rule 3018 Motions; or

(iii) whose Claims are scheduled in the Schedules of Assets and
       Liabilities, other than those scheduled as unliquidated,
       contingent or disputed or that have been superceded by a
       timely filed Proof of Claim.

Holders of equity Interests in Class 3 and holders of Disputed
Claims will receive a Confirmation Hearing Notice and notice of
non-voting status.

              Solicitation of Public Debt Holders

Because of the complexity and difficulty associated with reaching
beneficial owners of publicly traded securities, many of which
hold their securities in brokerage accounts and through several
layers of ownership, C8 will send the Solicitation Packages in a
manner customary in the securities industry so as to maximize the
likelihood that Public Holders of the Old Holdings Unsecured
Notes will receive the Solicitation Package in a timely fashion.

Specifically, C8 will serve a copy of the Solicitation Procedures
Order by e-notice, facsimile or other immediate delivery method,
on each Public Holder's Nominee -- the bank or brokerage or agent
through which the Public Holder holds a Claim -- so that the
Nominees will have notice of the procedures.

On April 18, 2006, the Voting Agent will transmit Solicitation
Packages containing Master Ballots and Beneficial Holder Ballots
to the Nominees for the Noteholders.

The Nominees will:

   * distribute the Solicitation Packages within five business
     days of receipt to the Noteholders, each accompanied by a
     return envelope addressed to the Nominee;

   * accept the Beneficial Holder Ballots returned by the
     Noteholders; and

   * summarize the Beneficial Holder Ballots on the Master Ballot
     and transmit the Master Ballot to the Voting Agent by the
     Voting Deadline.

                            Notices

C8 will not provide notice or effect service of any kind on any
entity to whom it mailed the notice of the hearing to approve the
Disclosure Statement which was returned by the U.S. Postal
Service as "undeliverable as addressed," "moved -- left no
forwarding address" or "forwarding order expired," or similar
reason, unless C8 has been informed in writing by that person of
its new address.

           Contingent, Unliquidated or Disputed Claims

Notwithstanding the Bar Date Orders and proper notice of the Bar
Dates, a number of creditors whose Claims were listed on the
Schedules as unliquidated, disputed, or contingent failed to file
timely Proofs of Claim.  These creditors will not receive a
Solicitation Package, Ms. Hall explains.

However, if a portion of the Claim was scheduled as liquidated and
a portion was scheduled as unliquidated, and no timely Proof of
Claim was filed, that portion of the Claim scheduled as liquidated
will be eligible to be voted.  The holder of the Claim will
receive a Solicitation Package relevant to the liquidated portion
of the Claim.

In addition, under Section 502(a) of the Bankruptcy Code, even if
a Proof of Claim has been timely filed, the Claim will not be
allowed for purposes of voting on the Plan if C8 or other parties-
in-interest have objected to it on or before the expiration of the
time period for the objection to Claims.  Objections to Claims are
now pending before the Court and C8 will file further objections
before the mailing of the Solicitation Packages.

To clarify vote tabulation procedures, C8 objects, to the extent
not previously objected to, on a limited basis and solely for
voting purposes, to any Proof of Claim filed with respect to a
Claim that is in an unliquidated amount or purports to be
contingent.

C8 asks the Court to declare that, unless the holder of an
Unliquidated/Contingent Claim obtains an order pursuant to Rule
3018(a) temporarily allowing the Claim for voting purposes, in an
amount deemed proper by the Court, any Ballot cast with respect to
the Claim will be:

   * counted in determining whether the numerosity requirement of
     Section 1126(c) of the Bankruptcy Code has been satisfied;
     and

   * counted in an amount of $1 in determining whether the
     aggregate dollar amount requirement of Section 1126(c) has
     been satisfied.

Any Claim, including Unliquidated/Contingent Claims, to which an
objection has been, or will be, filed before confirmation of the
Plan will not be counted for any purpose in determining whether
the requirements of Section 1126(c) of the Bankruptcy Code have
been met, unless:

   (a) the Claim has been temporarily allowed for voting purposes
       pursuant to Rule 3018(a) by order entered on a motion or
       stipulation; or

   (b) the objection to the Claim has been resolved by the Court
       in favor of the creditor asserting the Claim.

The holder of a Claim to which an objection -- other than the
Unliquidated/Contingent Objection -- has been filed on or before
the Voting Date and that has not been either resolved by the
Court or temporarily allowed by the Court for voting purposes,
will receive a Solicitation Package.  However, any Ballot
completed by that holder will not be counted unless and until, no
later than the Confirmation Hearing date, the objection has been
resolved or the Claim has been temporarily allowed for voting
purposes.

                            Ballots

The Ballots will contain prominent statements alerting creditors
to certain of the tabulation procedures.  The C8 Solicitation
Procedures Order will be transmitted to creditors as part of the
Solicitation Package.

Ballots will be counted and will be deemed to be cast as
acceptances of the Plan if the Ballots:

   * are timely received;

   * are cast by a holder of an Allowed Claim;

   * contain sufficient information to permit the identification
     of the creditor; and

   * are cast as an acceptance of the Plan.

In the same manner, only Ballots that are timely received, are
cast by a holder of an Allowed Claim, that contain sufficient
information to permit the identification of the creditors, and are
cast as a rejection of the Plan, will be counted and will be
deemed to be cast as a rejection of the Plan.

C8 will not count any Ballot:

   (a) received after the Voting Deadline;

   (b) that is illegible or contains insufficient information to
       permit the identification of the creditor;

   (c) timely received that contains sufficient information to
       permit the identification of the creditor and indicates
       both acceptance and rejection of the Plan;

   (d) otherwise proper, that indicates neither an acceptance
       nor rejection of the Plan;

   (e) cast by a creditor who has:

       -- not timely filed a Proof of Claim with respect to the
          Claim being voted and whose Claim either is not listed,
          or is listed as a disputed, contingent or unliquidated
          Claim on the Schedules; or

       -- a creditor who has timely filed a Proof of Claim which
          is the subject of a pending objection and the Claim has
          not been temporarily allowed by the Bankruptcy Court
          for voting purposes;

   (f) cast by a person that does not hold a Claim in a Class
       that is entitled to vote to accept or reject the Plan;

   (g) that is transmitted to the Voting Agent electronically by
       facsimile or e-mail, unless this requirement is waived by
       C8 in consultation with the Notice Parties; and

   (h) that does not have an original signature, unless this
       requirement is waived by C8 in consultation with the
       Notice Parties.

C8 reserves the right to waive, in consultation with the Notice
Parties, any or all of the requirements limiting the means of
transmittal of any Ballot, including the Voting Deadline.

                     Tabulation Procedures

C8's proposed guidelines for determining the amount and number of
Claims are:

   (a) In determining whether a Class of Claims has accepted the
       Plan by the requisite dollar amount, the amount of a Claim
       will be either:

       * the amount allowed by the Court; or

       * the amount temporarily allowed by the Court for voting
         purposes pursuant to Rule 3018(a); or

       * if not allowed under either way, then:

         -- the liquidated amount specified in a Claim timely
            filed with the Court or the Voting Agent by the
            voting creditor and not purported to be contingent
            and not subject to a pending objection; or

         -- if no Proof of Claim has been timely filed, on the
            basis of the undisputed, noncontingent and liquidated
            amount of the Claim as it appears in the Schedules
            on or before the Voting Record Date.

   (b) Ballots, but not Ballots that are Master Ballots or
       Beneficial Holder Ballots to be distributed to Public
       Holders, may be preprinted with the dollar amount.  If
       they are so preprinted, C8 proposes that the Voting Agent
       use the preprinted amount in tabulating votes unless the
       holder of the Claim obtains an order from the Court on or
       before the Confirmation Hearing.

Whenever two or more ballots are cast voting the same Claim prior
to the Voting Deadline, the last Ballot received prior to the
Voting Deadline will be deemed to reflect the voter's intent and,
thus, will supersede any prior received Ballots.

Any person who holds Claims in more than one Class or more than
one Claim within a Class must vote separately with respect to each
Claim.

To tabulate votes cast by Public Holders, C8 proposes that all
Nominees will collect and summarize on a Master Ballot all
Beneficial Holder Ballots cast by Public Holders for which they
serve and then return the Master Ballot to the Voting Agent by the
Voting Deadline.  The Nominees will retain for inspection by the
Court the Ballots cast by Public Holders for one year following
the Voting Deadline.

To avoid double counting, votes:

   (1) cast by Public Holders through a Nominee and transmitted
       by means of a Master Ballot will be applied against the
       positions held by the Nominees, as evidenced by the
       applicable record list of Public Holders or through        
       participation in a securities depository; and

   (2) submitted by a Nominee on a Master Ballot and any other    
       votes submitted by the Nominee will not be counted in
       excess of the position maintained by the Nominee on the
       Voting Record Date.

To the extent that any duplicative votes are not reconcilable
prior to the Voting Deadline, the Voting Agent will count votes in
respect of the Master Ballot in the same proportion as the votes
to accept and reject the Plan submitted on the Master Ballot that
contained the duplicative vote, but only to the extent of the
applicable Nominee's position on the Voting Record Date.

To avoid inconsistent treatment and provide guidance to C8 and the
Voting Agent, each record holder or Public Holder will be deemed
to have voted the full principal amount of its Claim,
notwithstanding anything to the contrary on any Ballot.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ATA AIRLINES: C8 Airlines Files First Amended Chapter 11 Plan
-------------------------------------------------------------
C8 Airlines, Inc., formerly known as Chicago Express Airlines,
Inc., delivered its First Amended Plan of Liquidation and
accompanying Disclosure Statement to the U.S. Bankruptcy Court for
the Southern District of Indiana on March 30, 2006.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that under C8's Amended Plan, a Creditors'
Liquidation Committee will be formed for the limited purposes of:

   -- assisting C8 with the appropriate procedures for the
      settlement of General Unsecured Claims;

   -- overseeing the distributions to the holders of General
      Unsecured Claims under the Plan and the collection of
      Avoidance Claims; and

   -- appearing before, and being heard by, the Bankruptcy Court
      and other courts of competent jurisdiction in connection
      with its duties, and other matters as may be agreed upon.

The Creditors' Liquidation Committee will be comprised of the
three members of the Post-Confirmation Committee formed in the ATA
Reorganizing Debtors' First Amended Plan of Reorganization.

The Creditors' Liquidation Committee may employ, without further
Court order, professionals to assist it in carrying out its
duties, including any professionals retained in C8's Chapter 11
case.  C8 will pay the reasonable costs and expenses of the
Creditors' Liquidation Committee, including reasonable
professional fees, in the ordinary course without further Court
order.  The fees and expenses will not exceed $40,000.

                      Assets and Liabilities

Retained Actions are C8's primary non-cash assets, Ms. Hall
explains.

C8 is analyzing its prepetition transfers to determine whether it
may, and it should, assert Avoidance Claims.  C8, with limited
oversight of the Official Committee of Unsecured Creditors, will
commence, prosecute and possibly settle Avoidance Claims.  In
addition, C8 may have certain causes of action and claims related
to accounts receivable or contracts and agreements.

C8 intends to retain all the actions to the extent legally
possible, Ms. Hall adds.

A non-exclusive list of Retained Actions and Avoidance Actions is
available for free at:

   http://bankrupt.com/misc/C8_Retained_Avoidance_Actions.pdf

                  Avoidance Claim Settlements

C8 will provide five business days' prior written notice to the
Creditors' Liquidation Committee of a settlement and compromise of
an Avoidance Action where payments made by C8 in the 90 days prior
to the Petition Date totaled at least $200,000, or where the
payments made within a seven-day variance of payments made in the
ordinary course totaled at least $50,000.

Notwithstanding the notice provision, C8 will have full authority
to settle any Avoidance Action for 80% of the asserted Avoidance
Action without prior notice to the Creditors' Liquidation
Committee.

                      Claims and Interests

C8's outstanding prepetition indebtedness totals over
$450,000,000, Ms. Hall relates.

As of March 30, 2006, C8 and the Official Committee of Unsecured
Creditors estimate that:

   -- Priority Tax Claims will approximate $132,000;

   -- Other Priority Claims will not exceed approximately
      $30,000;  

   -- General Unsecured Claims will be approximately
      $450,000,000; and

   -- there are no valid secure claims.

                     Administrative Claims

C8 and the Creditors Committee estimate Administrative Claims to
aggregate approximately $429,000 to $1,200,000.  In addition, as
of February 28, 2006, the ATA Administrative Claim totaled
approximately $6,100,000.

C8 believes that it will have sufficient funds to pay Allowed
Administrative Claims, Allowed Priority Tax Claims and Allowed
Professional Fee Claims.  It is not expected that, after paying
those claims, C8 will have sufficient funds to pay the ATA
Administrative Claim in full.

The ATA Administrative Claim consists of expenses paid by ATA for
C8 in Cash, and includes Cash funding for ordinary course
expenses, fuel, handling costs, the lease payments for C8's
aircraft, taxes owed by C8, and the fees and expenses of
Professionals employed in C8's Chapter 11 Case.

The Cash funding, net of certain refunds received by C8 for
insurance policies and other adjustments, total an estimated
$27,980,000 in cash funding, which sum may increase with
additional scrutiny of (1) professional fees and expenses paid by
ATA but which were incurred for the benefit of C8 and (2)
potential liability for administrative claims asserted based on
the use and rejection of C8's leased aircraft.  C8's revenue
during this same period totaled $21,870,000, resulting in ATA's
Administrative Claim of not less than $6,100,000.

Despite having insufficient funds to pay the ATA Administrative
Claim in full, the Amended Plan, based on the agreement of ATA,
proposes to pay Allowed General Unsecured Claims on a pro rata
basis from recoveries of Avoidance Claims a total of the lesser
of:

   (a) $1,000,000; or

   (b) one half of amounts, net of attorneys' and other
       professionals' fees and expenses, recovered through
       Avoidance Claims.

                         Class 2 Claims

Similarly, holders of Allowed Class 2 General Unsecured Claims
will receive Cash in the total amount of the lesser of:

   -- $1,000,000; or

   -- one half of net amounts, net of attorneys' and other
      professionals' fees and expenses, recovered through
      Avoidance Claims in satisfaction and discharge of their
      Claims.

The distributions to holders of Allowed Class 2 General Unsecured
Claims in satisfaction of their Claims generally should be fully
taxable transactions.  Accordingly, a holder of an Allowed Claim
generally will recognize gain or loss in an amount equal to the
difference between:

   * the "amount realized" by the holder in satisfaction of its
     Claim; and

   * the holder's adjusted tax basis in its Claim.

The "amount realized" by a holder will equal the sum of the amount
of any Cash received.  Due to the possibility that a holder of an
Allowed Class 2 General Unsecured Claim may receive additional
distributions subsequent to the Effective Date in respect of any
Avoidance Claims, subsequently disallowed Disputed Claims, or
unclaimed distributions, the Tax Code may apply to treat a portion
of the later distributions to the holders as imputed interest.

In addition, it is possible that any loss and a portion of any
gain realized by the holders may be deferred until the holder has
received its final distribution, Ms. Hall says.  C8 advises
holders of Allowed Class 2 General Unsecured Claim to consult
their tax advisors as to the tax consequences of the receipt of
Cash subsequent to the Effective Date.

                    Class 3 Equity Interests

No distributions will be made to Class 3 and the equity Interests
will be cancelled on the date C8's Chapter 11 Case is closed.

             Disclosure Statement Hearing on April 11

The Court will convene a hearing on April 11, 2006, at 10:30 a.m.,
EDT, to consider approval of C8's Amended Disclosure Statement.  
At the hearing, the Court will determine whether the Amended
Disclosure Statement contains "adequate information" within the
meaning of Section 1125 of the Bankruptcy Code.

Judge Lorch will convene a hearing to consider confirmation of
C8's Amended Liquidation Plan on June 6, 2006.

A full-text copy of C8's First Amended Disclosure Statement is
available for free at:

   http://bankrupt.com/misc/C8_amended_DisclosureStatement.pdf

A full-text copy of C8's First Amended Chapter 11 Plan of
Liquidation is available for free at:

   http://bankrupt.com/misc/C8_amended_LiquidationPlan.pdf

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th  
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


BEAR STEARNS: Moody's Reviewing Subordinated Certs. for Downgrade
-----------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade four certificates previously issued by Bear Stearns
Asset Backed Securities Inc., Series 1999-1.  The securitization
is backed by fixed-rate and adjustable-rate subprime mortgage
loans that are primarily originated by Amresco Residential
Mortgage Corporation.

The four subordinate certificates are placed under review for
possible downgrade because existing credit enhancement levels may
be low given the current projected losses on the underlying pools.  
The transactions have taken significant losses causing gradual
erosion of the overcollateralization.  The 1999-1 fixed-rate pool
and adjustable-rate pool, have realized cumulative losses of
approximately 5.40% and 5.45%, respectively as of
Mar. 25, 2006.

Moody's complete rating actions are:

   Issuer: Bear Stearns Asset Backed Securities, Inc.

   * Series 1999-1; Class MF-2, current rating A2, under review
     for possible downgrade;

   * Series 1999-1; Class BF, current rating Ba2, under review
     for possible downgrade;

   * Series 1999-1; Class MV-2, current rating A2, under review
     for possible downgrade;

   * Series 1999-1; Class BV, current rating Ba2, under review
     for possible downgrade.


BROOKS SAND: Smith Mining Wants to Assume Chandler Lease
--------------------------------------------------------
Smith Mining and Materials asks the U.S. Bankruptcy Court for the
Western District of Kentucky in Louisville for permission to
assume certain executory contracts and unexpired leases.

Smith's mining activities are conducted under Limestone Mineral
Lease between G.W. Chandler and Kathy Chandler.  In addition,
Smith Mining has leased mining rights under a sublease agreement
between the Chandlers.

The Debtor became aware of a notice of default under the Chandler
Lease on or about Feb. 9, 2006.  The Debtor says this lease is
essential to its operations.  The Debtor determined that it was in
its best interest to file chapter 11 to preserve the Chandler
Lease as an asset of the estate.  Smith Mining ceased all
operations after its liability insurance coverage was cancelled.

On Mar. 16, 2006, the Chandlers filed an adversary proceeding
seeking declaration that the Chandler Lease was forfeited by Smith
prepetition, due to the alleged transfer of a "controlling
interest" in Smith.

Smith Mining wants to assume the Chandler contracts in order to
assign them to the buyer of Smith Mining's assets.  This, the
Debtor says, will maximize the potential recovery for Smith
Mining's creditors.

Headquartered in Louisville, Kentucky, Brooks Sand and Gravel LLC
leases an 184-acre sand reserve and processing plant in Bethlehem,
Indiana, in Clark County and employs about 15 people.  Smith
Mining and Materials LLC owns a 226-acre limestone quarry in
Brooks, Kentucky, in Bullitt County and employs about 25 people.  
Brooks Sand and Smith Mining filed for chapter 11 protection on
Feb. 9, 2006 (Bankr. W.D. Ky. Case No. 06-30259).  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.


BROOKS SAND: Hires Wise DelCotto as Bankruptcy Counsel
------------------------------------------------------
The Honorable Joan L. Cooper of the U.S. Bankruptcy Court for the
Western District of Kentucky in Louisville gave Brooks Sand and
Gravel LLC and Smith Mining and Materials LLC permission to employ
Wise DelCotto PLLC as their bankruptcy counsel.

As reported in the Troubled Company Reporter on Mar. 3, 2006, Wise
DelCotto is expected to:

   (a) take all necessary action to protect and preserve the
       Debtors' estates, including:

       -- prosecution of actions on the Debtors' behalf,

       -- defense of any actions commenced against the Debtors,

       -- negotiations concerning all litigation in which the
          Debtors are involved, and

       -- objection to claims filed against the Estates;

   (b) prepare on behalf of the Debtors, as Debtors-in-possession,
       necessary motions, applications, answers, orders, reports
       and papers in connection with the administration of the
       Debtors' cases;

   (c) negotiate and prepare, on behalf of the Debtors, a plan or
       plans of reorganization and all related documents; and

   (d) perform all other necessary legal services in connection
       with the Debtors' bankruptcy cases.

The Firm's professionals bill:

      Designation                   Hourly Rate
      -----------                   -----------
      Members and Associates       $150 to $290
      Paralegals                    $80 to $100

Laura Day DelCotto, Esq., a member at Wise DelCotto PLLC,
disclosed that the Firm received a [$10,000 or $15,000] retainer.

Headquartered in Louisville, Kentucky, Brooks Sand and Gravel LLC
leases an 184-acre sand reserve and processing plant in Bethlehem,
Indiana, in Clark County and employs about 15 people.  Smith
Mining and Materials LLC owns a 226-acre limestone quarry in
Brooks, Kentucky, in Bullitt County and employs about 25 people.  
Brooks Sand and Smith Mining filed for chapter 11 protection on
Feb. 9, 2006 (Bankr. W.D. Ky. Case No. 06-30259).  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million to $50 million.


BUCKEYE CHECK: S&P Rates 2nd-Lien Secured Bank Facility at CCC+
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' long-term
counterparty credit rating to Buckeye Check Cashing Inc.  The
outlook is stable.  The rating agency also assigned a bank loan
rating of 'B' and a recovery rating of '2' to Buckeye's senior
secured bank loan and revolving bank facility, indicating a
substantial (80%-100%) recovery of principal in the event of a
payment default.

At the same time, Standard & Poor's assigned a bank loan rating
of 'CCC+' and a recovery rating of '5' to Buckeye's second-lien
secured bank facility, indicating a negligible (0%-25%) recovery
of principal in the event of a payment default.
     
The ratings on Buckeye are based in part on the company's high
leverage and low tangible equity.  Other considerations include:

   * Buckeye's demonstrated ability to generate significant
     earnings and cash flow;

   * the low credit risk inherent in its product offerings; and

   * the favorable consumer demand for its dominant product,
     payday loans.

Regulatory exposure is a risk factor for all companies in this
market segment of the consumer finance industry.  In Buckeye's
case, this exposure is heightened due to the company's product and
geographic concentrations.
     
Buckeye's new ownership structure is a risk factor given that
senior management will concede a majority of seats on its board to
private-equity firm Diamond Castle after years of operating freely
under limited constraints.  Diamond Castle is purchasing slightly
more than 80% of Buckeye, with approximately 60% of the
transaction financed with term loans.  Diamond Castle intends to
allow Buckeye to focus on its core competencies and operate
independently; however, there is no guarantee it will not
intervene to change strategic direction should Buckeye fail to
meet performance expectations.  Partially mitigating the change in
corporate governance is management's continued ownership of a
material equity stake in the company.
     
Increased leverage and the associated effect on tangible equity
levels is a major rating factor.  Total bank loans will comprise
approximately 60% and 150% of total assets and equity,
respectively.  Of greater concern than the sheer magnitude of debt
is the lack of tangible equity, as shareholder's equity will be
reduced to a substantially negative position by the goodwill
generated in the transaction.  Although Standard & Poor's
recognizes that short-term cash advances do not require as much
equity support as do term-lenders or other long-term investors,
the lack of tangible equity leaves debt repayment entirely
dependent on cash flow.
      
"We take some comfort from Buckeye's demonstrated ability to
generate stable earnings and cash flow with minimal credit losses.
Nevertheless, aggressive expansion activity, minimal required
principal amortization, and the potential for further leverage
introduce elements of uncertainty to Buckeye's repayment plan,"
said Standard & Poor's rating analyst Rian M. Pressman, CFA.

Debt principal reduction will be facilitated by the dedication
of 50% of "excess" cash flow to this purpose, with step-downs to
25% as leverage is reduced.  Cash interest payments will
approximate 2.6x projected 2006 EBIT, with interest coverage
increasing if debt is paid down as planned.
     
Buckeye's revenue is mostly derived from payday loans and this
product is well-positioned to benefit from a customer base
stretched financially thin by rising interest rates and the high
cost of fuel and healthcare.  The growth in payday lending is also
likely to instigate further regulatory scrutiny.  The impact of
such scrutiny may be heightened for Buckeye due to its lack of
product and geographic diversification, as a substantial portion
of revenue is generated by payday lending in Ohio and Arizona.
     
Dublin, Ohio-based Buckeye was founded in 1987.  Leveraging prior
experience in retail, management has grown Buckeye into an 180+
store franchise operating in seven states under the "CheckSmart"
brand name.  Product offerings include:

   * payday loans;

   * check-cashing services; and

   * other related products including:

     -- prepaid debit cards,
     -- money orders, and
     -- wire transfers.
     
The stable outlook is based on the company's ability to:

   * generate consistent earnings and cash flow;
   * maintain adequate credit quality metrics; and
   * reduce leverage as planned.

The rating could be positively affected by increased geographic
and product diversification and higher capital levels.  Negative
rating implications could result from:

   * a change of strategic direction,
   * an inability to pay down debt as planned,
   * increased leverage, and
   * adverse regulatory actions.


BURGER KING: Greg Brenneman Leaves as Chairman and CEO
------------------------------------------------------
John Chidsey, Burger King Corporation's former president and chief
financial officer, has been named the Company's chief executive
officer following the resignation of former CEO Greg Brenneman.  
Mr. Brenneman is returning to his private equity firm, TurnWorks
Inc., to pursue business turnarounds.

The Board also announced that Brian Swette, a current independent
director, would serve as non-executive chairman.  In addition, Ben
Wells, 52, senior vice president and treasurer, has been promoted
to chief financial officer and treasurer.

Mr. Brenneman joined Burger King Corporation in August 2004 to
lead a very strong senior team that together has accomplished
eight consecutive quarters of positive comparable sales growth.  
Brenneman has agreed to continue to work with the Board of
Directors as a consultant in connection with the transition.

"I was brought into Burger King by my longtime friends at TPG,
Bain Capital and GS Capital Partners to lead the ongoing
turnaround of the company," said Brenneman.  "As the company
enters this important next phase, the Board and I discussed the
commitment necessary for any CEO in a public environment and my
career and family goals.  As a result, together we decided that
the best time to transition leadership was prior to Burger King's
initial public offering.  I have tremendous confidence in John
Chidsey, senior management, Burger King employees and the
franchisees, and I look forward to cheering them on every step of
the way as a significant shareholder of the company."

In a statement, the Board of Directors said: "We are extremely
pleased with the progress Burger King has made under Greg's
leadership.  He told us when he came that he wanted to transition
the leadership of the company to John Chidsey at some point.  We
are confident that now is the right time to set in motion the next
phase of the company's development.  John is a highly qualified
leader who has served as an integral member of the management
team.  With experience in managing global and franchise brands,
including Avis, Budget, Jackson-Hewitt and PHH, John brings
outstanding leadership acumen, including important skills in
franchisee relations and the ability to build a global business.  
We have great confidence in John and the executive team and their
ability to lead the company beyond this important phase, and we
are confident that the company will execute a smooth transition as
the brand continues to move forward.

"We have known Greg for a long time, and his vast experience and
drive for fast-paced change has been invaluable to the brand.  We
thank Greg for the progress that has been made and look forward to
his continued counsel and friendship."

Chidsey said, "I am excited to take the reins as CEO at such an
important time in the company's history.  I have enjoyed working
with Greg, and I look forward to continuing to work with the rest
of Burger King's extremely talented management team as we continue
to build a company in which employees and franchisees can take
pride."

Prior to serving as Burger King's president and CFO, Chidsey
served as president of the Americas and president of North America
at the company.  Before joining Burger King in March 2004, Chidsey
served as chairman and CEO for two corporate divisions at Cendant:
the Vehicle Service Division, a $5.9 billion division, which
includes Avis Rent A Car and Budget Rent A Car Systems, and the
financial services division, a $1.4 billion division that includes
Jackson Hewitt and PHH. Previously, Chidsey was the CFO of Pepsi-
Cola Eastern Europe and the CFO of PepsiCo World Trading Co. Inc.

Chidsey holds an MBA in finance and accounting and a law degree
from Emory University in Atlanta, Ga., as well as a bachelor's
administration degree from Davidson College, Davidson, North
Carolina.  He is a certified public accountant and a member of the
Georgia Bar Association.

Wells has more than 25 years of experience in finance.  Before
joining Burger King Corporation, Wells spent 15 years at Compaq
with his last position as vice president and corporate treasurer.
Prior to that, he served in various finance roles at British
Petroleum.  The Board said, "Ben is a seasoned finance leader with
an impressive track record."

Swette has served on Burger King's Board since April 2003.  From
1998 to 2002, Swette served as COO of eBay in San Jose, Calif.

                        About Burger King

The Burger King -- http://www.burgerking.com/-- operates more  
than 11,000 restaurants in more than 60 countries and territories
worldwide.  Approximately 90% of Burger King restaurants are owned
and operated by independent franchisees, many of them family-owned
operations that have been in business for decades.  Burger King
Holdings Inc., the parent Company, is private and independently
owned by an equity sponsor group comprised of Texas Pacific Group,
Bain Capital and Goldman Sachs Capital Partners.

                             *   *   *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Moody's Investors Service assigned a Ba2 rating to Burger King
Corporation's proposed $350 million senior secured term loan B
add-on facility.  Moody's also affirmed the company's Ba2
corporate family rating as well as the Ba2 rating assigned to
BKC's:

   * $250 million senior secured term loan A;
   * $750 million senior secured term loan B; and
   * $150 million senior secured revolving credit facility.  

In addition, Moody's changed the outlook for BKC to negative from
stable.

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating to
quick-service restaurant operator Burger King Corp.'s proposed
$350 million add-on to its existing secured term loan B, which
matures in 2012.   The recovery rating on the company's $1.496
billion credit facility was lowered to '3' from '2'.  The rating
and recovery rating indicate the expectation for meaningful (50%-
80%) recovery of principal in the event of a payment default.  At
the same time, Standard & Poor's placed its ratings on Burger
King, including the 'B+' corporate credit and bank loan ratings,
on CreditWatch with positive implications.


CATHOLIC CHURCH: GVA Kidder Values Spokane Properties at $85 Mil.
-----------------------------------------------------------------
As previously reported in the Troubled Company Reporter on
December 14, 2005, Judge Williams authorized the Committee of Tort
Claimants, the Committee of Tort Litigants, and Gayle E. Bush, the
Future Claims Representative, to retain GVA Kidder Mathews as
their appraiser and consultant.

Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, tells the U.S. Bankruptcy Court for
the Eastern District of Washington that a summary of the
valuations of parish or diocesan properties has been distributed
to counsel of parties-in-interest.

According to Mr. Cross, GVA Kidder Mathews' estimate of the fair
market value of 40 appraised properties came in at approximately
$71,000,000.  GVA Kidder Mathews' estimate of the value of 89
consulting properties is approximately $11,000,000 to
$14,000,000.

                 Association Comments on Summary

Representing the Association of Parishes, Ford Elsaesser, Esq., at
Elsaesser Jarzabek Anderson Marks Elliott & McHugh, in Sandpoint,
Idaho, asserts that any conclusion as to the appraisals should
await the actual publication of the final appraisals on all
properties.

The Diocese and the Association of Parishes have not agreed to be
bound by GVA Kidder's valuations.

                   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)


CBRL GROUP: Moody's Cuts Corp. Family Rating to Ba2
---------------------------------------------------
Moody's Investors Service downgraded CBRL Group, Inc.'s corporate
family rating to Ba2 from Ba1, citing significant weakening of
credit metrics and a considerable shift in operating strategy
resulting from the company's proposed $800 million debt-financed
share repurchase initiative and planned monetization of Logan's
Roadhouse, Inc.  At the same time, Moody's assigned a Ba2 rating
to CBRL's proposed $1.25 billion senior secured bank facility
consisting of a $250 million revolving credit facility, an $800
million term loan B and a $200 million delayed draw term loan.
With the downgrade of the corporate family rating and assignment
of the secured ratings, the senior unsecured rating was lowered to
Ba3 from Ba1.  The rating outlook is stable. Moody's notes that
these ratings are subject to a review of the final documentation.  
These actions conclude the review for possible downgrade that
commenced on March 20th.

Moody's added that the anticipated divestiture of Logan's and
application of proceeds to the term loan in order to meet certain
required covenants in the bank facility were factored into the
final rating and outlook.  Should CBRL decide not to monetize
Logan's within the announced timeframe or if the sale
significantly changes from the expected scenario, Moody's would
need to reassess the impact on all ratings at that time.

The rating downgrade reflects:

   1) significantly weaker pro forma credit metrics at closing
      with debt-to-EBITDA at 4.3x and free cash flow-to-debt
      below 3%;

   2) the challenges in revitalizing same store sales growth and
      margin improvement at the Cracker Barrel Old Country Store
      concept in the mature, highly competitive family dining
      category; and

   3) reduced diversification with the planned sale of Logan's,
      currently a higher growth, better performing business in
      the casual dining category.

Supporting the Ba2 corporate family rating is Cracker Barrel's
strong brand name recognition, particularly with travelers, CBRL's
significant real estate ownership and Cracker Barrel's steady cash
flow generation which is aided by modest capital expenditure
requirements and a moderate expansion plan.

Moody's previous rating action on CBRL was the March 20, 2006
downgrade and placement under review for possible downgrade
following the company's announcement to buy back up to $800
million in stock and divest of Logan's by the end of the fourth
quarter of fiscal 2006 or during the first quarter of fiscal 2007.

Ratings downgraded with a stable outlook:

   * CBRL Group, Inc. - Corporate family rating to Ba2 from Ba1
     and senior unsecured notes to Ba3 from Ba1.

Ratings assigned with a stable outlook:

   * CBRL Group, Inc. - $250 million senior secured revolving
     credit facility maturing in 2011 at Ba2, $800 million senior
     secured term loan B maturing in 2013 at Ba2 and $200 million
     senior secured delayed draw term loan maturing in 2013 at
     Ba2.

The $1.25 billion credit facility is secured by the pledge of
stock of all domestic subsidiaries in addition to being guaranteed
by those same subsidiaries.  Moody's recognizes the senior
position of this debt class in relation to the unsecured zero-
coupon convertible notes, however, because the secured debt
comprises the majority of the capital structure even before any
borrowings under the revolver or funding of the delayed draw term
loan, the credit facility ratings were kept at the Ba2 corporate
family rating level.  The Ba3 rating on the unsecured notes
reflects the subordinated position of these noteholders.  The
rating agency added that the $200 million delayed draw term loan
represents earmarked capital for refinancing the company's
convertible notes which can be redeemed at the company's option
any time after April 3, 2007.

CBRL Group, Inc., headquartered in Lebanon, Tennessee, is the
holding company for two primary restaurant operating entities,
Cracker Barrel Old Country Store and Logan's Roadhouse.  CBRL
reported $2.6 billion in revenues for fiscal 2005 ended July 29,
2005 with Cracker Barrel comprising approximately 85% of
consolidated revenues and Logan's representing the remaining 15%.


CINRAM INT'L: Shareholders to Vote on Trust Conversion on Apr. 28
-----------------------------------------------------------------
Cinram International Inc.'s (TSX: CRW) Management Proxy Circular
relating to its proposed conversion to an income trust has been
publicly filed and is also being mailed to shareholders of the
Company.  The Conversion would be effected pursuant to a plan of
arrangement, under which the current shareholders of Cinram would
exchange their common shares for units of the newly created Cinram
International Income Fund, and Class B exchangeable limited
partnership units of a limited partnership owned by the Fund, on a
one-for-one basis.

The Company has obtained an interim order from the Ontario
Superior Court of Justice authorizing it to hold an Annual and
Special Meeting of Shareholders to consider, among other matters,
the proposed Arrangement.  This meeting will be held at the TSX
Conference Centre, 130 King Street West, Toronto, Ontario M5X 1J2
on April 28, 2006 at 10:00 am (Toronto time).  The resolution
approving the Arrangement must be approved by two-thirds of the
votes cast, in person or by proxy, by common shareholders of
record as at March 20, 2006.  If all conditions to the
implementation of the Arrangement have been satisfied or waived,
Cinram will, as soon as practicable thereafter, apply to the
Ontario Superior Court for a final order approving the
Arrangement.  If the final order of the Court is obtained, the
effective date of the Arrangement is expected to be on May 5,
2006.

In connection with the Conversion, Cinram will establish a five
member Board of Trustees comprised of four existing directors of
Cinram and one new member, Mr. Thomas A. Di Giacomo.  Since 1993,
Mr. Di Giacomo has been the President of Tadico Limited, an
advisory and investment company, and from 1972 to 1993, he held
positions of increasing responsibility within Manulife Financial,
including the positions of Chairman and CEO.

The Board of Directors of Cinram has unanimously concluded that,
in its opinion, the Arrangement is fair and reasonable and in the
best interests of the Company and its shareholders and recommends
that shareholders vote in favour of the Arrangement resolution at
the meeting.  In establishing the terms of the Conversion and in
making its recommendation, the Board of Directors considered a
number of factors, including the Fairness Opinion from Genuity
Capital Markets that the consideration under the Arrangement is
fair, from a financial point of view, to shareholders.  The
recommendation of the Board was considered in the context of
several key objectives, including:

    (a) optimizing distributable cash flow and cash distributions
        to shareholders;

    (b) taking into account the Company's multi-jurisdictional
        operations and cash flows that span Canada, the United
        States and Europe;

    (c) preserving the Company's program of substantial capital
        reinvestment in its facilities and new technology to
        sustain its growth and profitability in the evolving
        multimedia replication industry;

    (d) ensuring access to the capital markets to fund growth and
        potential acquisitions with a strong public markets
        currency;

    (e) allowing investors to focus on the strong cash flow
        profile of the Company;

    (f) maintaining the Company's inclusion in the S&P/TSX
        Composite Index;

    (g) reorganizing the structure of the Company so that
        substantially all of the distributions to shareholders
        (other than non-resident shareholders) are expected to be
        preserved as dividend income for Canadian income tax
        purposes; and

    (h) restructuring the Company's debt facilities to increase
        cash available for distribution to shareholders

The Fund anticipates paying initial annualized distributions of
C$3.00 per Unit, payable in equal monthly installments of C$0.25
per Unit, the first of which is expected to be paid on or before
June 15, 2006.  Based on this level of distributions and the
Company's fiscal 2005 operating performance, Cinram would have
retained approximately US$120 million for annual capital
expenditures and US$33 million in other discretionary reserves,
representing approximately an 82% payout ratio.

Directors of Cinram, who own, directly or indirectly, or exercise
control or direction over, approximately 5.1% of the outstanding
common shares, have indicated that they intend to vote in favour
of the Conversion.

A full-text copy of the notice to the Annual Shareholders meeting
is available for free at http://ResearchArchives.com/t/s?796

                           About Cinram

Cinram International Inc. -- http://www.cinram.com/-- is the   
world's largest independent provider of pre-recorded multimedia
products and related logistics services.  With facilities in North
America and Europe, Cinram manufactures and distributes pre-
recorded DVDs, VHS video cassettes, audio CDs, audio cassettes and
CD-ROMs for motion picture studios, music labels, publishers and
computer software companies around the world.  The Company's
shares are listed on the Toronto Stock Exchange (CRW) and are
included in the S&P/TSX Composite Index.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 7, 2006,
Standard & Poor's Ratings Services placed its 'BB' long-term
corporate credit and bank loan ratings on prerecorded multimedia
manufacturer Cinram International Inc. on CreditWatch with
negative implications.

As reported in the Troubled Company Reporter on Nov. 8, 2005,
Moody's Investors Service placed Cinram International Inc.'s Ba3
Corporate Family and Ba3 Senior Secured ratings under review
direction uncertain.  The review is prompted by the company's
announcement that it plans to pursue a recapitalization as an
income deposit security structure.


CITGO PETROLEUM: Discounts Rumored Sale of Strategic Assets
-----------------------------------------------------------
Felix Rodriguez, president and CEO of CITGO Petroleum Corporation,
reaffirmed the company's commitment to its customers and the U.S.
energy marketplace.

"CITGO will continue to supply its customers with the top quality
products for which our brand is known.  We are not selling our
wholly owned refineries or other strategic assets," he noted in
response to a report carried by an industry media outlet earlier
today.

Rodriguez added that a letter of intent has been signed with
Lyondell Chemical Company to jointly explore the sale of the
Lyondell-CITGO Refining LP partnership that operates a refinery in
Houston with a crude oil processing capacity of 268,000 barrels
per day.

Lyondell holds a 58.755 interest in LCR and is the operating
partner. CITGO holds a 41.25% interest.

Headquartered in Houston, Texas, CITGO -- http://www.citgo.com/--
is owned by PDV America, an indirect, wholly owned subsidiary of
Petroleos de Venezuela S.A., the state-owned oil company of
Venezuela.

PDVSA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry, as
well as planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.

                            *   *   *

As reported on Feb. 16, 2006, Standard and Poor's Ratings Services
assigned a 'BB' rating on CITGO Petroleum Corp.

Standard & Poor's 'BB' rating on CITGO is higher than the 'B+'
corporate credit rating on PDVSA, because of the relative strength
of the refiner's financial profile and the asset protection
afforded to CITGO creditors, if CITGO defaults for PDVSA-specific
reasons, for example, a Venezuela sovereign default.  
Nevertheless, CITGO could be challenged by events surrounding
PDVSA.


CITIGROUP MORTGAGE: Moody's Rates Class M-5 Certificates at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust 2006-WF1,
Asset-Backed Pass-Through Certificates, Series 2006-WF1, and
ratings ranging from Aa2 to Ba1 to the subordinate certificates in
the deal.

The securitization is backed by Wells Fargo Bank, N.A. originated
fixed-rate Alt-A mortgage loans acquired by Citigroup Global
Markets Realty Corp.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, excess spread, and overcollateralization.  Moody's
expects collateral losses to range from 1.25% to 1.45%.

Wells Fargo Bank, N.A. will service the loans.

The complete rating actions are:

                Citigroup Mortgage Loan Trust 2006-WF1
       Asset-Backed Pass-Through Certificates, Series 2006-WF1

                    * Class A-1, Assigned Aaa
                    * Class A-2A, Assigned Aaa
                    * Class A-2B, Assigned Aaa
                    * Class A-2C, Assigned Aaa
                    * Class A-2D, Assigned Aaa
                    * Class A-2E, Assigned Aaa
                    * Class A-2F, Assigned Aaa
                    * Class M-1, Assigned Aa2
                    * Class M-2, Assigned A2
                    * Class M-3, Assigned Baa2
                    * Class M-4, Assigned Baa3
                    * Class M-5, Assigned Ba1


CONNORS BROTHERS: Revenues Rise 88.9% Year-Over-Year in 2005
------------------------------------------------------------
Connors Bros. Income Fund's reported fourth quarter and year 2005
results that are in line with recent management expectations.

For the fourth quarter of 2005, Connors's revenues rose 35.9% to
$231.4 million while net earnings for the fourth quarter of 2005
increased 11.9% to $11.9 million.

On a full year basis, reported revenues increased 88.9% from 2004
contributing to record revenues of $881.4 million while reported
net earnings totaled $46.9 million, up from $17.3 million in 2004.

Net Earnings for the fourth quarter of 2005 increased 11.9% to
$11.9 million from $10.6 million in the fourth quarter of 2004,
reflecting the addition of the Castleberry's and Sweet Sue/Bryan
businesses, the gain from an inventory insurance claim related to
Hurricane Katrina, slightly improved volumes, and higher customer
pricing.  These were partially offset by the continued escalation
of fish, other commodity, energy and transportation costs.  

Net Earnings for 2005 totaled $46.9 million, up from $17.3 million
in 2004, reflecting the addition of the Castleberry's and Sweet
Sue/Bryan businesses, a full year of earnings from Bumble Bee
versus eight months in 2004, higher customer pricing and gains
from brand divestitures and the inventory insurance claim related
to Hurricane Katrina.  These were partially offset by higher
commodity and transportation charges.

"Despite category softness in the United States related to higher
customer pricing, we continued to achieve revenue and share growth
in the fourth quarter with full year pro forma revenues up 2.9%,"
said Christopher Lischewski, president and chief executive officer
of the Fund's operating subsidiaries.  "Importantly, our new
albacore steak pouches and flavored tuna items continued to gain
distribution as customers responded favorably to these innovative
new products.  From a profitability standpoint, the fourth quarter
remained challenging for Connors as significant cost inflation in
fish, commodities, freight and distribution negatively impacted
our margins."

Lischewski explained that the continuation of high fish and
commodity costs, coupled with increased freight and distribution
expense, will result in further cost inflation in 2006.  "To
counter this cost pressure, we increased albacore pricing in
October 2005 and are executing a general price increase of about
5% covering the balance of our product line in April 2006.  In
addition, we will continue to launch new and innovative items
during the year that are expected to drive new usage occasions.
Operationally, we expect to complete the integration of Augusta
operations by the end of the first quarter with savings expected
in the back half, and we have initiated a U.S. supply chain
improvement project to reduce transportation and warehousing costs
while also lowering working capital requirements."

Planned price increases and various cost reduction initiatives,
along with improved efficiencies in Connors' processing
facilities, are expected to offset the anticipated cost inflation
and the short-term consumption decline related to higher pricing.

According to Lischewski, the Fund is projecting full year 2006
earnings improvement of about 5% "although both first and second
quarter 2006 earnings are projected to be down approximately 10%
as our price increase does not take effect until the second
quarter and we expect category volume shortfalls as retailers and
consumers adjust to higher retail prices."

He said, "Lower first half earnings will result in a distributable
cash payout ratio well over 100% for the first six months of 2006,
trending downward to the mid-90s by year-end based on the
expectation of stronger second half results."

"2006 will be another challenging year for Connors and the North
American food industry.  It will be the first year of significant
inflation in the U.S. retail food sector in more than a decade and
both retailers and consumers are currently resisting higher price
points.  At Connors, we remain focused on our vision to be the
brand leader in shelf stable protein.  We will execute responsible
pricing actions, drive consumption through innovative new products
and aggressively approach every opportunity to reduce cost and
improve efficiency.  We remain confident in our long-term business
strategy and believe we will emerge from the current environment
as a stronger company, meeting expectations of both top and bottom
line growth," said Lischewski.

The Fund's quarterly and annual results were influenced by
transaction / acquisition related charges, the sale of non-
strategic brands and assets, gains on insurance claims and prior
year mark-to-market foreign currency contract charges.  Given the
significant impact of these charges on reported results,
management recommends supplementing the actual and pro forma
results with 'adjusted' pro-forma results that exclude these
charges or gains.  Management believes that this provides better
perspective on the underlying health of the business.

The charges and gains for the fourth quarter of 2005 include:

     -- approximately $2.7 million in restructuring charges at the
        Fund's sardine operations related primarily to accruals
        recorded for pension plan curtailment and settlement costs
        associated with transitioning employees to a defined
        contribution plan.  These charges were partially offset by
        the reduction of unused accruals associated with the
        closure of the Bath, Maine sardine factory, which is
        complete.

     -- a $0.3 million gain relating to the sale of the Fund's
        can-making equipment.  This gain relates to the May 2005
        sale, which though favorable, does not reflect the ongoing
        operations of the business.

     -- a $1.6 million gain relating to the insurance claim and
        reimbursement of inventory destroyed by Hurricane Katrina.  
        This gain is net of a $0.2 million EBITDA addback related
        to sales lost due to the hurricane.

The charges and gains for the year ended Dec. 31, 2005 include:

     -- $8.3 million in inventory step-up charges related to the
        acquisition of the Castleberry's and Sweet Sue/Bryan
        businesses and the purchase of the remaining Non-
        Controlling Interest in the Fund's operating subsidiaries
        in April 2005.

     -- $4.9 million in restructuring charges related primarily to
        accruals recorded for pension plan curtailment and
        settlement costs associated with transitioning employees
        to a defined contribution plan, charges related to the
        closure of the Bath, Maine sardine factory and further
        headcount rationalizations at Connors.

     -- a $7.0 million net gain relating to the sale of the
        Brunswick brand in Australia / New Zealand and the Fund's
        can-making equipment.  This gain mainly relates to the May
        2005 sale of the brand, which, though favorable, does not
        reflect the ongoing operations of the business.

     -- a $1.6 million gain relating to the insurance claim and
        reimbursement of inventory destroyed by Hurricane Katrina.  
        This gain is net of a $0.2 million EBITDA addback related
        to sales lost due to the hurricane.

In 2004, results were unfavorably impacted by $11.3 million of
non-cash, inventory step-up charges related to the acquisition of
Bumble Bee, $4.8 million in restructuring charges, and $2.1
million of foreign currency mark-to-market charges.  Prior year's
results were favorably impacted by the inclusion of activity
related to the Port Clyde and Brunswick brands, which generated
EBITDA of $2.2 million for the year ended December 31, 2004.

                       About Connors

Connors Bros. Income Fund is a limited purpose trust established
under the laws of Ontario that indirectly holds a 100% interest in
Clover Leaf Seafoods, L.P. and Bumble Bee Foods, LLC.  Together,
these two operating companies comprise North America's largest
branded seafood company.  The Fund's subsidiaries offer a full
line of canned tuna, salmon, sardine and specialty seafood
products, marketed under leading brands including Clover Leaf(R),
Bumble Bee(R), Brunswick(R), Snow's(R) and Beach Cliff(R), as well
as a full-line of canned chicken and canned meat products in the
U.S. under the Castleberry's(R), Sweet Sue(R), and Bryan(R) brand
names.

                         *   *   *

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Toronto-based Connors Bros. Income
Fund.

Standard & Poor's also assigned its 'B+' bank loan rating with a
recovery rating of '3' to the company's indirect operating
subsidiaries and co-borrowers, U.S.-based Bumble Bee Foods LLC and
Canada-based Clover Leaf Seafoods L.P.'s US$275 million bank loan
facility, indicating that the asset values provide lenders with
the expectation of meaningful recovery of principal in a payment
default scenario.

The bank loan rating is based on preliminary terms and conditions
and is subject to review once full documentation is received.
Proceeds of the new loan will be used to refinance the company's
existing debt.  The outlook is positive.


CONSTELLATION BRANDS: Earns $325.3 Million in Fiscal 2006
---------------------------------------------------------
Constellation Brands, Inc. (NYSE: STZ) (ASX: CBR) reported net
sales of $4.6 billion for its fiscal year ended Feb. 28, 2006, up
13% over the prior year.

Net sales for fiscal 2006 included $337.5 million of sales for the
period March 1, 2005 through Dec. 22, 2005, resulting from the
Dec. 22, 2004 acquisition of The Robert Mondavi Corporation, and
$43.6 million of sales of Ruffino brands for the period March 1,
2005 through Jan. 31, 2006.  Constellation began distributing
Ruffino brands in the United States on Feb. 1, 2005.

Organic net sales, which exclude net sales of Robert Mondavi and
Ruffino brands for these periods, grew 3%, or 4% on a constant
currency basis.  Growth of branded products in the wine, imported
beers and spirits categories, as well as the addition of the
higher margin Robert Mondavi brands, drove solid margin expansion.

Branded business net sales grew 18%, or 19% on a constant currency
basis, while branded business organic net sales increased 6%.

"Fiscal 2006 was another terrific year for Constellation Brands in
which we successfully managed tremendous growth, improved our
profitability, increased free cash flow over the prior year and
paid down a substantial amount of debt," stated Richard Sands,
Constellation Brands chairman and chief executive officer.

Reported net income for fiscal 2006 increased 18% to $325.3
million.  Operating income for fiscal 2006 totaled $666.1 million,
or 14.5% of net sales, compared with $567.9 million or 13.9% of
net sales for fiscal 2005.  Reported operating income included
$6.4 million of expense related to a United Kingdom pension plan
adjustment, and $4.3 million of expenses associated with the
company's tender offer for Vincor International Inc. that expired
in December 2005, both recorded in the fourth quarter fiscal 2006.

Fiscal 2006 and 2005 reported results include acquisition-related
integration costs, restructuring and related charges and unusual
items.  Net income and diluted earnings per share, on a comparable
basis, exclude these costs, charges and items.  Fiscal 2006
operating income, on a comparable basis, was $760.0 million or
16.5% of net sales, compared with $626.7 million or 15.3% of net
sales for the prior year period.  On a comparable basis, fiscal
2006 net income and diluted earnings per share increased 21% to
$379.8 million and 18% to $1.59, respectively.

For fiscal 2006, the company generated $436 million of net cash
provided by operating activities and $303.5 million of free cash
flow.  The company exited fiscal 2006 with approximately $2.81
billion of debt, which represents a decrease of approximately $480
million from the prior year.  This decrease resulted primarily
from debt payments principally funded from free cash flow and
proceeds from asset sales.

                       Fourth Quarter Results

Net sales for the fourth quarter fiscal 2006 totaled $1.05
billion, up 1% over prior year fourth quarter, or 4% on a constant
currency basis.  Fourth quarter net sales included $8.5 million of
sales for Robert Mondavi brands for the period Dec. 1 through Dec.
22, 2005, and $7.7 million of sales of Ruffino brands for the
period Dec. 1, 2005 through Jan. 31, 2006.  For the quarter,
organic net sales, which exclude net sales of Robert Mondavi and
Ruffino brands for these periods, decreased 1%, but increased 2%
on a constant currency basis.  Branded business net sales grew 4%,
or 5% on a constant currency basis.  Organic net sales for the
branded business increased 2%, or 3% on a constant currency basis.

Reported net income for the fourth quarter fiscal 2006 increased
22% to $58.2 million.  Reported operating income totaled $130.7
million for the fourth quarter fiscal 2006, or 12.5% of net sales,
compared with $119.6 million or 11.5% of net sales for the fourth
quarter fiscal 2005.

Fourth quarter fiscal 2006 operating income, on a comparable
basis, was $162.8 million or 15.5% of net sales, compared with
$159.5 million or 15.4% of net sales for the prior year period. On
a comparable basis, fourth quarter fiscal 2006 net income and
diluted earnings per share increased 19% to $86.9 million and 16%
to $0.36, respectively.

"In fiscal 2006 we once again set new financial performance
records, experienced true growth for our business, expanded our
base of profitability and free cash flow and strengthened our
platform for future growth," Sands pointed out.  "We added strong
wine and spirits brands to our portfolio through acquisitions and
new product development, and our imported beer business outpaced
U.S. beer market growth.  We've restructured our business to meet
the needs of our customers and the ever-changing marketplace
dynamics, while remaining close to consumer trends.  Mining the
wealth of consumer insights we continuously gather from our core
markets around the world, we are positioned to take advantage of
many unharvested opportunities in fiscal 2007, with our sights
always set on an unwavering commitment to increasing shareholder
value."

                  Vincor Arrangement Agreement

On April 3, 2006, Constellation announced that it entered into an
arrangement agreement with Vincor International Inc. ("Vincor")
under which Constellation will acquire all of the issued and
outstanding common shares of Vincor at a cash price of C$36.50 and
assume Vincor's net debt.  The transaction is valued at
approximately C$1.52 (U.S. $1.31) billion and is expected to be
completed in early June 2006.

                   About Constellation Brands

Constellation Brands, Inc. -- http://www.cbrands.com/-- is a   
leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits and
imported beer categories.  Well-known brands in Constellation's
portfolio include: Corona Extra, Corona Light, Pacifico, Modelo
Especial, Negra Modelo, St. Pauli Girl, Tsingtao, Black Velvet,
Fleischmann's, Mr. Boston, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Stowells,
Blackthorn, Almaden, Arbor Mist, Vendange, Woodbridge by Robert
Mondavi, Hardys, Nobilo, Alice White, Ruffino, Robert Mondavi
Private Selection, Blackstone, Ravenswood, Estancia, Franciscan
Oakville Estate, Simi and Robert Mondavi Winery brands.

                          *    *    *

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch affirmed BB ratings on Constellation Brands, Inc.'s bank
credit facilities and senior unsecured bond debt, and BB- rating
on the beverage company's senior subordinated debt obligations,
after the company announced a definitive agreement to acquire
Vincor International Inc.  The Rating Outlook is Stable, Fitch
said.  Approximately $4.2 billion in aggregate debt, including
debt related to the Vincor acquisition, is covered by Fitch's
actions.

As reported in the Troubled Company Reporter on Dec. 13, 2005,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating and other ratings on beverage alcohol producer and
distributor Constellation Brands Inc.

As reported in the Troubled Company Reporter on Nov. 16, 2005,
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s then-proposed $1.2 billion senior
secured credit facility, the proceeds of which are to be used to
finance the purchase of Vincor International Inc.  

At the same time, Moody's confirmed these Constellation Brand
ratings:

   * Ba2 Corporate Family Rating

   * $2.9 billion senior secured credit facility consisting of a:

     -- $500 million revolver,
     -- $600 million tranche A1 term loans, and
     -- $1.8 billion tranche B term loans, Ba2

   * $200 million 8.625% senior unsecured notes, due 2006, Ba2

   * $200 million 8% senior unsecured notes, due 2008, Ba2

   * GBP 80 million 8.5% senior unsecured notes, due 2009, Ba2

   * GBP 75 million 8.5% senior unsecured notes, due 2009, Ba2

   * $250 million 8.125% senior subordinated notes, due 2012, Ba3

Moody's changed its ratings outlook to negative from stable, and
said its Speculative Grade Liquidity rating is SGL-2.


COUNTRYWIDE ALTERNATIVE: Moody's Rates Two Cert. Classes at Low-B
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Class B-3
and a B2 rating to Class B-4 issued by Countrywide Alternative
Loan Trust 2005-83CB.

Additional research is available at http://www.moodys.com/


CREDIT SUISSE: S&P Upgrades Class Q Certificates' Rating to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on 13
classes from Credit Suisse First Boston Mortgage Securities
Corp.'s series 2002-CKP1.  At the same time, ratings are affirmed
on five other classes from the same transaction.
     
The raised and affirmed ratings reflect credit enhancement levels
that adequately support the ratings under various stress
scenarios.
     
As of March 17, 2006, the trust collateral consisted of 149 loans
with an outstanding balance of $935.1 million, down from 156 loans
with a balance of $992.9 million at issuance.  The master
servicer, Midland Loan Services Inc., reported primarily year-end
2004 and year-end 2005 financial data for 99.7% of the pool.
Excluding 16 defeased loans totaling $77.2 million (8%),
Standard & Poor's calculated a weighted average net cash flow debt
service coverage (DSC) of 1.42x, up from 1.37x at issuance.  To
date, the trust has incurred six losses totaling $2.1 million.
     
The top 10 loans have an aggregate balance of $354.7 million (38%)
and a weighted average DSCR of 1.51x, up from 1.37x at issuance.
None of the top 10 loans are specially serviced.  The seventh-
largest loan is secured by six properties, one of which appears on
Midland's watchlist.  The ninth-largest loan is also on the
watchlist.  Standard & Poor's reviewed recent property inspections
provided by Midland for the top 10 loans, and the collateral was
generally characterized as "good" or "excellent."  Two of the 19
properties that secure the fourth-largest loan were deemed "poor,"
and one property was deemed "fair."
     
There are two assets with the special servicer, LNR Partners Inc.
The Silverwood Apartments loan ($3.8 million; 0.3%) is secured by
a 112-unit multifamily property in Gallatin, Tennessee, that
reported a year-end 2004 DSCR of 0.96x.  This loan is in its grace
period and was transferred to the special servicer in March 2006
because of imminent default.  The property was 88% occupied as of
March 2005.  Should this loan become delinquent in its debt
service payments, a moderate loss would be expected.
     
The Admiral Manufactured Housing Community and Self Storage loan
($789,437 balance; 0.1%) is secured by a 449,600-sq.-ft. mixed-use
property in Pensacola, Florida.  The loan is less than 30 days
delinquent in its debt service payments but was transferred to the
special servicer because the borrower sold part of the collateral
without the lender's consent.  The special servicer is currently
negotiating a resolution of this issue, and Standard & Poor's
expects losses upon such resolution, if any, to be minimal.
     
There are 27 loans with an outstanding balance of $117.6 million
(13%) on Midland's watchlist.  The seventh-largest loan, the
Oak Ridge portfolio, has a balance of $26.9 million (3%) and is
secured by six office properties totaling 413,965 sq. ft. in Oak
Ridge, Tennessee.  One of the six properties in the portfolio has
an allocated balance of $2.0 million and reported year-end 2005
DSC of 0.23x and occupancy of 68%.  It appears on the watchlist
due to a DSC.
     
The ninth-largest loan in the trust, the Summit-Phase II, has a
$20.6 million balance (2%) and is secured by a 103,924-sq.-ft.
retail property in Birmingham, Alabama.  The loan appears on the
watchlist erroneously, and Midland has informed Standard & Poor's
that this loan will be removed from its upcoming watchlist.  The
remaining loans on the watchlist appear there due to low DSCRs or
occupancy issues.
     
Standard & Poor's stressed the specially serviced assets, loans on
the watchlist, and other assets with credit issues as part of its
analysis.  The resultant credit enhancement levels support the
raised and affirmed ratings.
    
Ratings raised:
   
Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-CKP1
           
                             Rating

        Class     To        From       Credit enhancement
        -----     --        ----       ------------------
        C         AAA       AA+              18.10%
        D         AA+       AA-              15.32%
        E         AA        A+               13.72%
        F         AA-       A                12.26%
        G         A+        BBB+             10.67%
        H         A         BBB               9.08%
        J-AD      BBB+      BBB-              6.96%
        K-Z       BBB       BB+               6.96%
        L         BBB-      BB                5.23%
        N         BB        B+                3.50%
        O         B+        B                 2.58%
        P         B         B-                2.04%
        Q         CCC+      CCC               1.51%
    
Ratings affirmed:
   
Credit Suisse First Boston Mortgage Securities Corp.
Commercial mortgage pass-through certificates series 2002-CKP1

               Class   Rating   Credit enhancement
               -----   ------   ------------------
               A-2     AAA            23.81%
               A-3     AAA            23.81%
               B       AAA            19.56%
               A-X     AAA             N/A
               A-SP    AAA             N/A
   
        N/A -- Not applicable.


CURATIVE HEALTH: Plans to Eliminate $185 Mil. in Bondholder Debt
----------------------------------------------------------------  
Curative Health Services, Inc., is proceeding with a prepackaged
plan of reorganization that is overwhelmingly supported by the
holders of its 10.75% senior notes due 2011 and will eliminate the
Company's $185 million debt obligation under the Notes and
strengthen its balance sheet.

After receiving such strong support from the Company's
bondholders, Curative and its subsidiaries filed Chapter 11
petitions on March 27, 2006 in the United States Bankruptcy Court
for the Southern District of New York seeking court approval of
the plan.

During hearings held in the first week of the Company's jointly
administered Chapter 11 cases, the Court approved the Company's
request for several orders that will enable the Company to
continue its day-to-day business operations as usual.  Among other
items, the Court approved orders authorizing the Company to
continue to pay its employees' compensation and benefits, and
confirming the Company's ability to pay its suppliers and service
providers in the ordinary course of business going forward.  The
Court also entered an interim order approving the Company's
previously announced $45 million revolving credit facility with GE
Capital Corporation that will provide financing for the Company
during these proceedings.  The Court has currently scheduled a
hearing on confirmation of the Company's plan for May 8, 2006 at
2:00 p.m. EST.

"Our operations have continued to run smoothly during this
process, and our customers and suppliers have been very supportive
of our efforts to eliminate the Company's long-term debt," said
Paul F. McConnell, President and Chief Executive Officer of
Curative.  "During this debt restructuring process and beyond, we
intend to continue our long-standing commitment to providing high-
quality care and clinical results for our pharmacy patients with
serious or chronic medical conditions and comprehensive wound care
management services for our hospital clients."

Mr. McConnell also emphasized that Curative's employees will of
course continue to be paid and receive their benefits without
interruption during the debt restructuring.  "We appreciate the
ongoing loyalty and support of all our employees," said Mr.
McConnell.  "Their dedication and hard work are critical to our
success and integral to the future of the Company.  I would also
like to thank our patients and customers for their continued
support during this process as we continue to provide them with
the highest quality of clinical care and customer service."

Mr. McConnell concluded, "Our Wound Care Management and Specialty
Infusion businesses have produced very good results this past year
and they continue to grow.  Once our balance sheet issues are
behind us, Curative will be poised for even greater success and
growth.  Our management team is committed to making this
restructuring successful and leading Curative towards a bright
future."

                 About Curative Health Services

Headquartered in Nashua, New Hampshire, Curative Health Services,
Inc. -- http://www.curative.com/-- provides Specialty Infusion   
and Wound Care Management services.  The company and 14 of its
affiliates filed for chapter 11 protection on Mar. 27, 2006
(Bankr. S.D.N.Y. Lead Case No. 06-10552).  Brian E. Greer, Esq.,
and Martin N. Flics, Esq., at Linklaters, represent the Debtors in
their restructuring efforts.  The Debtors financial condition as
of Sept. 30, 2005 showed $155,000,000 in total assets and
$255,592,000 in total debts.


DANA CORP: Wants to Purchase Mexican Goods for DHAM Conversion
--------------------------------------------------------------
Pursuant to Section 363 of the Bankruptcy Code, Dana Corporation
and its debtor-affiliates seek authority from the U.S. Bankruptcy
Court for the Southern District of New York to purchase inventory
and finished goods from certain of their Mexican affiliates
outside of the ordinary course of business so as to effectuate the
conversion of the Debtors' nondebtor affiliate, Dana Heavy Axle
Mexico S.A. de C.V. into a maquiladora.

Corinne Ball, Esq., at Jones Day, in New York, explains that,
before the Petition Date, DHAM was operated as an independent
corporate entity.  As part of their restructuring plans, the Dana
Companies have determined that DHAM should be converted into a
maquiladora so as to minimize the U.S. and Mexican taxes relating
to DHAM's operations paid by the Dana Companies.  The conversion
will also have the salutary effect of moving accounts receivable
and inventory ownership from DHAM to Dana, which will increase
the Debtors' borrowing base under their DIP Credit Facility.

A maquiladora is a Mexican corporation that operates under a
program developed by the Mexican Secretariat of Commerce and
Industrial Development that permits it to:

   (a) temporarily receive component parts and raw materials from
       a foreign company without being charged any import duties;

   (b) convert the component parts and raw materials into
       finished goods;

   (c) ship the finished goods to, or on behalf of, the foreign
       company; and

   (d) charge the foreign company for the value added in Mexico
       plus a relatively modest government mandated mark-up.

This structure is virtually identical to the way in which other
multinational companies utilize the maquila program.

According to Ms. Ball, by converting DHAM to a maquiladora, Dana
will be able to save approximately $2,000,000 a year in Mexican
taxes.  The conversion will also enable Dana to move significant
taxable income from Mexico to the United States, where the
Debtors have net operating losses that can be offset against this
income.  From and after DHAM's conversion to a maquiladora, DHAM
will not be permitted to own any inventory or finished goods, and
all such inventory and finished goods will be owned by Dana or
one of the other Debtors.  This inventory and finished goods will
increase the Debtors' borrowing base under the DIP Facility.

To accomplish DHAM's conversion into a maquiladora and to
minimize the taxes associated with the sale of DHAM's inventory,
the Dana Companies intend to implement these transactions:

   (a) DHAM will sell all of its finished goods intended for
       Mexican customers to Dana's wholly owned nondebtor
       affiliate, Dana Comercialzadora S.A. de R.L. de C.V., a
       Mexican corporation, in exchange for a note issued by SRL
       for $892,242, which, consistent with past pricing
       practices, is equal to DHAM's cost plus 6.6%;

   (b) DHAM will sell all of its existing stock of finished
       goods intended for export customers to Dana in exchange
       for a note to be issued by Dana, for $2,525,200, which,
       consistent with past pricing practices, is equal to
       DHAM's cost plus 6.6%;

   (c) DHAM will sell all of its raw material and work in process
       inventory to Dana's wholly owned nondebtor affiliate, PTG
       Mexico S. de R.L. de C.V., a Mexican corporation and
       existing maquiladora, in exchange for a note issued by PTG
       Mexico, for $18,347,755, which, consistent with existing
       arm's-length pricing, is equal to DHAM's cost plus 0.25%;

   (d) PTG Mexico will then sell all of the inventory it
       purchased from DHAM to Dana at the cost at which it was
       purchased from DHAM plus 0.05%, in exchange for Dana's
       issuing a note in favor of PTG Mexico equal in value
       to the PTG Note and a note representing the excess markup,
       which are estimated to aggregate $18,439,494;

   (e) PTG Mexico will repay the PTG Note by transferring the
       Dana PTG Note to DHAM;

   (f) DHAM will then dividend the SRL Note, the Dana DHAM Note
       and the Dana PTG Note to Dana, who will subsequently
       cancel the Dana DHAM Note and the Dana PTG Note; and

   (g) PTG Mexico will then dividend the Dana Excess Note to
       Dana, who will subsequently cancel the Dana Excess Note.

Completing the steps will allow DHAM to operate as a maquiladora
by placing the title with Dana of the inventory and the finished
goods destined for the U.S. market currently owned by DHAM, Ms.
Ball notes.  At the end of the steps, Dana will hold:

   (1) a note from SRL in the estimated amount of $892,242;

   (2) title to the finished goods of DHAM destined for the U.S.
       market; and

   (3) title to the work in process and inventory of DHAM.

On a going forward basis, Dana or another Debtor will own the
inventory being processed, and the finished goods being produced,
by DHAM.

Because the Debtors anticipate that executing the transition of
accounting systems necessary for DHAM's conversion will require
several weeks, and they want the conversion to be finished by
June 1, 2006, they request that the 10-day stay imposed by Rule
6004(h) of the Federal Rules of Bankruptcy Procedure be waived so
that the conversion process can commence immediately.

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: Creditors Committee Selects Kramer Levin as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Dana
Corporation and its debtor-affiliates' Chapter 11 cases seeks
authority from the U.S. Bankruptcy Court for the Southern
District of New York, under Sections 328 and 1103 of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure, to retain Kramer Levin Naftalis & Frankel LLP as its
counsel, effective as of March 10, 2006.

Peter Faulkner, co-chairperson of the Creditors Committee,
explains that the Committee selected Kramer Levin primarily
because its Corporate Restructuring and Bankruptcy Department has
extensive experience in the fields of bankruptcy and creditors'
rights.

In particular, Kramer Levin has represented creditors committees
in the Chapter 11 cases of, among others, Genuity, Inc.,
Bethlehem Steel Corporation, Adelphia Business Solutions, Inc.,
Dow Corning Corporation, Leap Wireless, Inc., American
Architectural Products, Big V Holdings, and VF Brands, Inc.

Mr. Faulkner adds that Kramer Levin's broad-based practice, which
includes expertise in the areas of corporate and commercial law,
litigation, tax, intellectual property, employee benefits and
real estate, will permit it to represent fully the interests of
the Creditors Committee in an efficient and effective manner.

Kramer Levin will advise and represent the Creditors Committee in
connection with these matters:

   (a) the administration of the Debtors' Chapter 11 cases and
       the exercise of oversight with respect to the Debtors'
       affairs including all issues arising from the Debtors, the
       Committee or the Debtors' cases;

   (b) the preparation on behalf of the Committee of necessary
       applications, motions, memoranda, orders, reports and  
       other legal papers;

   (c) appearances in Court and at statutory meetings of
       creditors to represent the interests of the Committee;

   (d) the negotiation, formulation, drafting and confirmation of
       a plan or plans of reorganization and related matters;

   (e) investigation, if any, as the Committee may desire
       concerning, among other things, the assets, liabilities,
       financial condition, sale of any of the Debtors'
       businesses, and operating issues concerning the Debtors
       that may be relevant to the Debtors' Chapter 11 cases;

   (f) communications with the Committee's constituents and
       others at the direction of the Committee in furtherance of
       its responsibilities; and

   (g) the performance of all of the Committee's duties and
       powers under the Bankruptcy Code and the Bankruptcy Rules
       and the performance of other services as are in the
       interests of those represented by the Committee.

Kramer Levin will be paid on an hourly basis, subject to its
customary rates:

       Professional           Hourly Rate  
       ------------           -----------  
       Partners               $500 to $780
       Counsel                $505 to $855
       Associates             $280 to $530
       Legal Assistants       $190 to $220

Kramer Levin will also seek reimbursement of out-of-pocket
expenses.

Thomas Moers Mayer, Esq., a partner at Kramer Levin, assures the
Court that the firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.

Mr. Mayer discloses that Kramer Levin represents or previously
represented various parties-in-interest in matters unrelated to
the Debtors' cases.  These parties include JPMorgan Chase Bank,
Citibank, N.A., Bank of America, N.A., Deutsche Bank, Gabelli
Asset Management, Inc., and Deloitte & Touche, LLP.

Kramer Levin also provided services to Wilmington Trust Company,
in its capacity as the indenture trustee for each of the Debtors'
unsecured notes.  Kramer Levin has resigned as counsel to the
Indenture Trustee.

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 CORPORATION: Seeks Court Approval to Sell De Minimis Assets
----------------------------------------------------------------
Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, Dana
Corporation and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of New York  
to implement procedures for:

   (i) selling miscellaneous assets that are no longer needed in
       their ongoing business operations; and

  (ii) paying applicable broker commissions in the ordinary
       course of business in connection with the sales.

According to Corinne Ball, Esq., at Jones Day, in New York,
before the Petition Date, the Debtors sought to streamline their
operations and eliminate unnecessary operating expenses through
exiting certain non-core business lines, selling surplus assets
and transferring certain assets or business lines to nondebtor
affiliates.

From time to time in the ordinary course of business, the Debtors
also sell equipment or other assets related to their ongoing
business operations when these items are replaced or otherwise
are no longer needed.

In furtherance of their restructuring efforts, the Debtors intend
to dispose of certain property, including real and personal
property on an ongoing basis.  These transactions may include the
sale or transfer of assets to the Debtors' nondebtor affiliates.

The value of these assets -- although not insignificant -- is de
minimis in comparison to the size and scope of the Debtors'
overall multi-billion dollar business enterprise, Ms. Ball
relates.  The Debtors anticipate that these dispositions:

   (a) will involve numerous small transactions or a related
       series of transactions in which the consideration that the
       Debtors receive will be equal to or less than $10,000,000
       for each transaction; and

   (b) may include the assumption and assignment to the buyer, or
       rejection, of executory contracts and unexpired leases
       related to the De Minimis Assets.

Given the relatively de minimis value of these assets and the
potential for a significant number of these sales, the Debtors
believe that it is appropriate to establish streamlined
procedures for notice and approval of each the transaction.  The
Debtors further believe that the use of brokers will
significantly aid in the timely disposition and realization of
the maximum possible value for the De Minimis Assets.

While the Debtors believe that small dispositions of assets are
within the scope of the ordinary course of business doctrine
under Section 363(c), they believe that many purchasers,
including nondebtor affiliates, will be uncomfortable
consummating sales without confirmation that the sales are
authorized.

                    Sale Notice Procedures

If the aggregate consideration for a De Minimis Asset is less
than or equal to $1,500,000 or the book value of assets to be
transferred to nondebtor affiliates is less than or equal to
$1,500,000, no notice or hearing be required for the Debtors to
consummate a sale or transfer.  The Debtors will maintain records
for all sales or transfers.

For the sale of De Minimis Assets outside of the ordinary course
of business for more than $1,500,000, but equal to or less than
$10,000,000, or for transfers of assets to nondebtor affiliates
with a book value of more than $1,500,000 but equal to or less
than $10,000,000, these procedures will apply:

   (a) The Debtors will serve a notice of each Proposed Sale on:

        -- the U.S. Trustee;

        -- counsel to the Official Committee of Unsecured
           Creditors and counsel to any additional official
           committees appointed in the Debtors' cases;

        -- counsel to the administrative agent for the DIP
           Lenders;
     
        -- any other known holder of Other Liens against the        
           specific assets to be sold or transferred;

        -- the proposed purchaser or transferee;

        -- any known interested party in the De Minimis Assets
           proposed to be sold or transferred; and

        -- if applicable, the nondebtor parties to all executory
           contracts or unexpired leases that the Debtors propose
           to assume and assign or reject in connection with the
           Proposed Sale.

   (b) The Sale Notice will specify:

         * the assets to be sold or transferred;

         * the identity of the proposed purchaser or transferee;

         * the proposed cash sale price and other consideration
           to be exchanged;

         * a copy of any documentation executed in contemplation
           of the transaction;

         * the identities of any parties holding liens on other
           interests or potential interests in the property;

         * the executory contracts and unexpired leases, if any,
           that the applicable Debtor or Debtors propose to be
           assumed and assigned or rejected as part of the
           Proposed Sale;

         * for any assumption and assignment of an executory
           contract or unexpired lease, the amounts required to
           cure any defaults pursuant to Section 365(b); and

         * an affidavit of the broker, if any, that identifies
           the broker and the amount of the proposed Broker
           Commission and contains the disclosures required by
           Rule 2014 of the Federal Rules of Bankruptcy
           Procedure;

   (c) The Sale Notice Parties will have five days to object to
       the Proposed Sale and any Broker Commission.  If no
       written objection is timely filed, the Debtors will be
       authorized to consummate the Sale without further Court
       order;

   (d) If an objection is filed, the Debtors and the objecting
       party will use good faith efforts to resolve the objection
       consensually.  If the Parties are unable to resolve the
       objection, the Debtors will not take any further steps to
       consummate the proposed transaction without first
       obtaining Court approval of the Proposed Sale, including
       the payment of any Broker Commission, upon notice and a
       hearing; and

   (e) To the extent that a competing bid is received for the
       purchase of De Minimis Assets in a particular Proposed
       Sale after service of the Sale Notice that, in the
       Debtors' sole discretion, materially exceeds the value of
       the purchase price contained in the Sale Notice, then the
       Debtors may file and serve an amended Sale Notice for the
       Proposed Sale to the subsequent bidder pursuant to the
       Sale Notice Procedures even if the proposed purchase price
       exceeds $10,000,000.

All purchasers or transferees will take De Minimis Assets sold or
transferred by the Debtors "as is" and "where is" without any
representations or warranties from the Debtors as to quality or
fitness for either their intended purposes or any particular
purposes.

Nothing in the Sale Notice Procedures would prevent the Debtors,
in their sole discretion, from seeking Court approval of any
proposed sale transaction upon notice and a hearing or, if
necessary to comply with a condition on a sale imposed by a
purchaser, to submit a separate order to the Court along with a
certificate of no objection to be entered without need for a
hearing on the matter.

                 Sale, Free and Clear of Liens

Pursuant to Section 363(f), the Debtors will sell the De Minimis
Assets free and clear of existing liens, claims and encumbrances.

The De Minimis Assets are subject to the liens of the Debtors'
DIP Lenders.  In addition, other creditors may have or assert
liens against certain of the De Minimis Assets.  

Ms. Ball says the DIP Lenders' liens and Other Liens will attach
to the net proceeds from the sales of De Minimis Assets, and the
net proceeds would be utilized consistent with the provisions of
the DIP Financing Agreement, the Interim DIP Order and any final
order approving the DIP Financing Agreement entered in the
Debtors' Chapter 11 cases and, with respect to the Other Liens,
consistent with applicable law.

If a holder of a lien, claim or encumbrance receives the
requisite notice and does not timely object to a Proposed Sale,
the holder will be deemed to have consented to the Sale and that
the property then may be sold free and clear of the holder's
liens, claims or encumbrances.

                         USBEF Objects

U.S. Bancorp Equipment Finance, Inc., leases certain equipment to
Dana Corporation pursuant to a lease agreement.

USBEF objects to the Debtors' request to the extent that the
Debtors seek authority to sell any of the Equipment without
notice to USBEF and without any hearing, irrespective of its
alleged "book value" or the consideration to be received.

Ronald S. Beacher, Esq., at Pitney Hardin LLP, in New York, notes
that USBEF is the owner of the Equipment.  Hence, the Debtors
cannot sell the Equipment, but rather must assume or reject the
Lease in accordance with Section 365.

To the extent that it consents to the sale of the Equipment or to
the assumption and assignment of the Lease, USBEF objects to the
Debtors' proposal that:

   (i) net sale proceeds will be utilized in accordance with the
       terms of DIP Financing Agreement and the Interim DIP
       Order; and

  (ii) the DIP Lenders hold valid duly perfected security
       interests in and liens upon the De Minimis Assets.

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


DELPHI CORP: Inks Joint Interest Agreement with Creditors' Panel
----------------------------------------------------------------
Before the Petition Date, certain events occurred which prompted
informal and formal investigations by Delphi Corporation and third
parties.  The investigations include:

   (a) an internal review conducted by Delphi's Audit Committee;

   (b) a formal ongoing investigations by several governmental
       agencies;

   (c) Delphi's restatement of earnings for fiscal years 2001 to
       2003;

   (d) the subject matter related to the commencement of certain
       class actions, including actions brought under the
       Employee Retirement Income Security Act of 1974, as
       amended, and various securities actions; and

   (e) a review by a special committee of Delphi's Board of
       Directors of certain shareholder derivative demands and
       related actions.

Delphi is the subject of an ongoing investigation by the
Securities and Exchange Commission and other federal authorities
involving its accounting for and the adequacy of disclosures for
a number of transactions dating from Delphi's spin-off from
General Motors Corporation.  

Delphi is fully cooperating with the SEC's ongoing investigation
and requests for information as well as the related investigation
being conducted by the Department of Justice.  The company has
entered into an agreement with the SEC that currently suspends the
running of the applicable statute of limitations until April 6,
2006, which is likely to be further extended.  Until these
investigations are complete, Delphi is not able to predict the
effect that these investigations will have on its business and
financial condition, results of operations, and cash flows.  The
SEC investigation and the related investigation by the Department
of Justice were not stayed as a result of the Debtors'
commencement of their Chapter 11 cases.

Delphi completed a financial restatement in June 2005, the
effects of which reduced retained earnings as of December 31,
2001 by $265,000,000, reduced 2002 net income by $24,000,000, and
reduced 2003 net loss by $46,000,000.  In conjunction with the
restatement, the audit committee of the company's Board of
Directors conducted and concluded an internal investigation of
certain accounting transactions over the previous five years.  
Delphi is continuing to cooperate fully with the government's
investigations in these matters.  Delphi has made and will
continue to make improvements to its policies and procedures as
well as to the staffing of positions which play a significant
role in internal controls to address these matters as more fully
described in SEC filings.

Several class action lawsuits have been commenced against Delphi,
Delphi Trust I, Delphi Trust II, current and former directors,
certain current and former officers, General Motors Investment
Management Corporation, and certain current and former employees
of Delphi or its subsidiaries, as a result of the Company's
announced financial restatement.  The lawsuits fall into three
categories:

   (1) lawsuits brought under the ERISA purportedly on behalf of
       participants in certain of the Company's and its
       subsidiaries' defined contribution employee benefit
       pension plans which invested in Delphi common stock;

   (2) lawsuits alleging that the Delphi and certain of its
       current and former directors and officers made materially
       false and misleading statements in violation of federal
       securities laws; and

   (3) shareholder derivative actions.  

The Board of Directors has appointed a special committee to
investigate certain shareholder derivative demands.

                     Joint Interest Agreement

The Debtors have determined that they will share material
confidential information with the Official Committee of Unsecured
Creditors and consult with the Committee regarding the ongoing
investigations.  The Debtors intend to provide confidential
information to the designees of the Committee to keep them
adequately apprised of the ongoing progress of the
Investigations, without losing any privilege or protection
attaching to any produced information through the disclosure.

Pursuant to a Joint Interest Agreement, the Debtors and the
Committee agree that all sharing of information will be protected
pursuant to the "common interest" or "joint defense" doctrine, to
the fullest extent that protection is available under applicable
case law.

Accordingly, the Debtors ask the Court to:

   (a) approve the Joint Interest Agreement with the Committee;

   (b) enter a protective order with respect to information and
       documents produced pursuant to the Joint Interest
       Agreement; and

   (c) approve procedures to protect confidential and privileged
       information in fee statements and fee applications of
       professionals retained in their Chapter 11 cases and enter
       a protective order with respect to the confidential
       information.

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: Taps Crowell & Moring as Antitrust Counsel
-------------------------------------------------------
Delphi Corporation and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York for authority to employ Crowell & Moring,
LLP, as their antitrust counsel, nunc pro tunc to Oct. 8, 2005.  

David M. Sherbin, Delphi Corporation's vice president, general
counsel, and chief compliance officer, relates that as antitrust
counsel, Crowell & Moring will continue their legal advice and
representation of the Debtors in an antitrust action styled
Emerson Elec., et al. v. Morgan Crucible Co., et al., filed in
the United States District Court for the Eastern District of
Michigan.  The action has been transferred to Judge Simandle of
the United States District Court for the District of New Jersey
and consolidated in In re Electrical Carbon Products Antitrust
Litigation, MDL No. 1514, Master Docket No. 03-cv-2182 (JBS).

The Emerson plaintiffs, including Delphi, allege that the
defendants engaged in a worldwide conspiracy, the purpose and
effect of which was to fix, raise, maintain, or stabilize prices
and to allocate markets and customers for electrical carbon
products sold in the United States, Europe, and elsewhere.  
Delphi Corporation and other Emerson plaintiffs seek to recover
damages for these alleged overcharges.

As compensation for its services, Crowell & Moring has agreed to
accept payment on a contingent fee basis.  Crowell & Moring will
receive a portion of any amount that is recovered by the Debtors
as a settlement or judgment in connection with the Emerson
litigation.

Specifically, Crowell & Moring has agreed to a two-tiered
contingent fee arrangement.  In the event that settlement
negotiations with any or all defendants produce a settlement and
recovery for the Debtors prior to the commencement of full-scale
litigation, Crowell & Moring will receive an amount equal to 25%
of the recovery.  In the event litigation with some or all of the
defendants continues beyond the initial discovery phase, and
thereafter the Debtors secure a settlement or judgment with some
or all of the defendants, Crowell & Moring will receive an amount
equal to 30% of any amount that is recovered by the Debtors, with
certain exceptions.

Jerome A. Murphy, Esq., a member of the firm, discloses that
Crowell & Moring is a disinterested party in the Debtors' Chapter
11 cases, with no potential conflict of interest.

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


DELPHI CORP: Court Approves Modified Lockport Energy Agreements
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Delphi Corporation and its debtor-affiliates to:

   (1) modify the energy agreements with Lockport Energy
       Associates LP, the Power Authority of the State of New
       York, and the New York State Electric and Gas Corporation;

   (2) assume the modified agreement with Lockport Energy; and

   (3) consent to lift the automatic stay to record modified
       easements.

The Debtors own and operate a Thermal & Interior Systems Facility
at 200 Upper Mountain Road, in Lockport, New York.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that the Lockport
Facility's power needs are supplied under these agreements:

   (a) a Service Agreement, dated April 12, 1989, among
       General Motors Corporation, the Power Authority of the
       State of New York, and the New York State Electric and Gas
       Corporation; and

   (b) an Energy Sales Agreement, dated April 22, 1991, between
       GM and Lockport Energy Associates LP.

Pursuant to the Service Agreement, NYSEG currently acquires from
NYPA and provides to Delphi Automotive Systems, LLC -- as GM's
successor-in-interest -- certain low-priced hydropower, designated
as expansion power, for usage at the Lockport Facility.

A dispute arose regarding the sale and use of expansion power
under the Service Agreement and the parties entered into a
Settlement Agreement to resolve their dispute.  The Settlement
Agreement superseded and replaced the Service Agreement and
designated the manner in which the electricity needs of the
Lockport Facility would be supplied.

Under the Energy Sales Agreement, Lockport Energy designed,
constructed, and operates a cogeneration system adjacent to the
Lockport Facility, which uses natural gas to generate and provide
electricity and steam service for usage at the Lockport Facility.  
The Energy Sales Agreement provides that Lockport Energy will
provide all of the Lockport Facility's electricity needs other
than the Expansion Power that Delphi receives from NYPA through
NYSEG under the Settlement Agreement.

                          Modifications

The Debtors have determined that modifying the Lockport Agreements
to allow them to terminate the provision of electricity to the
Lockport Facility and obtain valuable, low-priced electricity from
NYPA will substantially benefit the Lockport Facility by lowering
its energy costs.

The Debtors entered into a modified agreement with Lockport Energy
on February 17, 2005.  Under the modified Energy Sales Agreement,
Lockport Energy will continue to use certain easements until
December 27, 2027.  The Debtors have agreed to consent to lifting
the automatic stay for the limited purpose of allowing Lockport
Energy to record the Easements as modified under the modified
Energy Sales Agreement.

The Debtors' acceptance of Lockport Energy's proposal to modify
the Agreements is conditioned on their ability to obtain an
additional 10 megawatts of Expansion Power from NYPA.  Mr. Butler
reports that an application for that additional Expansion Power is
pending.

According to Mr. Butler, a new contract with NYPA for the supply
of additional 10 megawatts of Expansion Power would secure the
availability of low-cost power to the Lockport Facility for at
least three years beyond the term of the Energy Sales Agreement,
and allow for electricity cost savings for the Debtors for about
$14,000,000 during the 2006-2011 period.  In addition, the Energy
Sales Agreement is scheduled to expire on December 27, 2007,
whereas the new contract with NYPA would be in force at least
until April 1, 2011.

The proposed modifications should reduce or eliminate Lockport
Energy's role as a supplier of electricity to the Lockport
Facility.  Thus, Lockport Energy can sell to third parties some of
the gas at a profit that it will share with the Debtors.
Currently, the Debtors' share of the profit from these sales to
third parties is about $6,000,000.

In addition, Lockport Energy has agreed to pay NYSEG $3,350,000 as
compensation for the losses it will incur as a result of the
Settlement Agreement modification.

The Debtors estimate that the amount necessary to cure the
defaults existing under the Energy Sales Agreement is $521,976,
which is the total amount due for actual steam supplied by
Lockport Energy to the Lockport Facility prior to October 8, 2005.
The Debtors and Lockport Energy have agreed that the Cure Amount
will be offset against the $6,000,000 profit estimate on the sale
of natural gas to third parties.

In this regard, the Debtors seek the Court's authority to:

   (1) modify the energy agreements with Lockport Energy, NYPA,
       and NYSEC;

   (2) assume the modified agreement with Lockport Energy; and

   (3) consent to lift the automatic stay to record modified
       easements.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of   
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DIGITAL LIGHTWAVE: Owes Optel Capital $57.1 Million at March 29
---------------------------------------------------------------
Digital Lightwave, Inc., borrowed $660,000 from Optel Capital,
LLC, on March 29, 2006, to fund its working capital requirements.

Optel is controlled by Digital Lightwave's largest stockholder and
current chairman of the board of directors, Dr. Bryan J. Zwan.  

The loan bears interest at 10.0% per annum, and is secured by a
security interest in substantially all of the Company's assets.   
Optel can demand payment after March 31, 2006.

As of March 29, 2006, the Company owed Optel around $49.9 million
in principal plus approximately $7.2 million of accrued interest,
all of which is secured by a first priority security interest in
substantially all of the Company's assets and accrues 10% annual
interest.  

The Company continues to have insufficient short-term resources
for the payment of its current liabilities.  As of March 29, 2006,
the Company has been unable to secure any financing agreement or
to restructure its financial obligations with Optel.

The company has warned many times that if it is not able to obtain
financing, it expects that it will not have sufficient cash to
fund its working capital and capital expenditure requirements for
the near term and will not have the resources required for the
payment of its current liabilities when they become due.  The
Company's ability to meet cash requirements and maintain
sufficient liquidity over the next 12 months is dependent on the
Company's ability to obtain additional financing from funding
sources, which may include, but may not be limited to Optel.  
Optel currently is, and continues to be, the principal source of
financing for the Company.  The Company has not identified any
funding source other than Optel that would be prepared to provide
current or future financing to the Company.

The Company is continuing its discussions with Optel to
restructure its debt by extending the maturity date, and to
arrange for additional short-term working capital.  If the Company
does not reach an agreement to restructure the debt, and obtain
additional financing from Optel, the Company will be unable to
meet its obligations to Optel and other creditors, and in an
attempt to collect payment, creditors including Optel, may seek
legal remedies.

Based in Clearwater, Florida, Digital Lightwave, Inc., provides
the global communications networking industry with products,
technology and services that enable the efficient development,
deployment and management of high-performance networks.  Digital
Lightwave's customers -- companies that deploy networks, develop
networking equipment, and manage networks -- rely on its offerings
to optimize network performance and ensure service reliability.
The Company designs, develops and markets a portfolio of portable
and network-based products for installing, maintaining and
monitoring fiber optic circuits and networks.  Network operators
and telecommunications service providers use fiber optics to
provide increased network bandwidth to transmit voice and other
non-voice traffic such as internet, data and multimedia video
transmissions.  The Company provides telecommunications service
providers and equipment manufacturers with product capabilities to
cost-effectively deploy and manage fiber optic networks.  The
Company's product lines include: Network Information Computers,
Network Access Agents, Optical Test Systems, and Optical
Wavelength Managers. The Company's wholly owned subsidiaries are
Digital Lightwave (UK) Limited, Digital Lightwave Asia Pacific
Pty, Ltd., and Digital Lightwave Latino Americana Ltda.

At December 31, 2005, Digital Lightwave's equity deficit widened
to $49,190,000 from a $29,146,000 deficit at Dec. 31, 2004.


EARLE M. JORGENSEN: S&P Lifts Senior Secured Rating to B+ from B
----------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit
rating on Earle M. Jorgensen Co. (EMJ) to 'BB-' from 'B+' and
its senior secured rating to 'B+' from 'B', and removed them from
CreditWatch where they were placed with developing implications
on Jan. 19, 2006, following the company's acquisition by Reliance
Steel & Aluminum Co. (unrated).  The outlook is stable.
     
At the same time, Standard & Poor's assigned its '3' recovery
rating to the company's existing $250 million of senior secured
notes, indicating our expectations of meaningful recovery (50%-
80%) of principal in the event of a payment default.
     
Prior to the CreditWatch with developing implications, EMJ's
ratings had been placed on CreditWatch with positive implications
on Nov. 18, 2005, citing improved operating performance.
     
"The ratings upgrade reflects improvement in EMJ's financial
performance, expectation of continued good end markets, and
productivity enhancements," said Standard & Poor's credit analyst
Dominick D'Ascoli.
     
Indeed, total debt to EBITDA averaged a respectable 2x for the 12
months ended Dec. 31, 2005.
     
With the cancellation of its $300 million revolving credit
facility, EMJ will be relying on an $80 million inter-company line
of credit ($20 million letter of credit sub-limit) from its parent
Reliance.  Standard & Poor's believes that, in the event of a
liquidity crisis, Reliance would provide additional funding if
necessary.  The company also had $10 million of cash at
Dec. 31, 2005.
     
"We expect Jorgensen to remain competitive through its use of
technology and geographic presence.  We could revise the outlook
to positive if debt is materially reduced and maintained at lower
levels," Mr. D'Ascoli said.  "Conversely, ratings could be
pressured if a meaningful downturn in the company's markets
results in a deterioration of the company's performance levels."
     
Lynwood California-based Jorgensen is a relatively large
independent distributor of metal products in North America that
provides value-added services, including:

   * cutting,
   * honing,
   * polishing, and
   * other services.


EDUCATE INC: S&P Affirms B+ Rating & Revises Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Educate Inc. to stable from positive.  At the same time,
Standard & Poor's affirmed its 'B+' corporate credit rating on
the company.
     
Baltimore, Maryland-based Educate provides retail K-12 tutoring
through Sylvan Learning Centers and supplemental education
programs in schools.  Total debt was $160 million as of
Dec. 31, 2005.
      
"The outlook revision reflects declining same-store sales, a drop
in fourth quarter EBITDA, and management's expectations of a
further sales decline in the first half of 2006," said Standard &
Poor's credit analyst Hal F. Diamond.
     
In addition, the company experienced integration problems in
recently acquired territories that resulted in lower enrollments
and unanticipated operating expenses.  These factors overshadow
its niche competitive position in its Sylvan Learning Center
business, which accounts for roughly 80% of EBITDA.  The ratings
also consider the company's dependence on its franchisees,
accounting for the majority of its profits.
     
Sylvan has the best-known brand within the fragmented remedial
learning sector, with a market share of roughly 13%.  The company
is five times larger than its next-largest competitor, with a
broad geographic base of 1,121 centers.  Operations are
predominantly franchised, though the percentage of centers owned
by the company increased to 22% at Dec. 31, 2005, from 14% two
years ago due to the acquisition of 86 franchise territories.
Management believes there is significant potential for roughly
1,000 additional system-wide learning centers over the long run,
but Standard & Poor's is concerned that this expansion may
restrain the growth of existing centers and could hamper business
execution.
     
Systemwide same-territory revenue growth decreased to 3% in 2005
from an average annual rate of around 10% over the prior few
years.  Sustaining the historical rate in the intermediate term
may be difficult because of the potential for:

   * increased competition,
   * saturation, and
   * rising advertising costs.

High advertising expenditures, largely funded by franchisees, are
needed to maintain brand awareness and increase enrollment.
     
EBITDA declined 75% in the seasonally weak three months ended
Dec. 31, 2005, reflecting a 4% decline in same-territory revenues
and increased costs.  The company expects that operating income
will decline in the first half of 2006, as a result of:

   * the effects of territory acquisition integration;

   * enrollment declines; and

   * costs of expanding the supplemental education material
     business through mass merchants.


ERA AVIATION: Hires Mikunda Cottrell as Accountant
--------------------------------------------------
Era Aviation, Inc., and its debtor-affiliate, Era Aviation
Investment Group, LLC, sought and obtained authority from the U.S
Bankruptcy Court for the District of Alaska to employ Mikunda
Cottrell & Co. as their accountant.

Mikunda Cottrell is expected to:

    (a) prepare the Debtors' 2005 tax return,

    (b) audit financial statements for 2005, and

    (c) consult with the debtor concerning accounting procedures
        and upgrading its accounting software.

Jim C. Hasle, President of Mikunda Cottrell, tells the Court the
Firm will bill:

    * $16,000 for the preparation of the tax returns;
    * $61,000 for the 2005 financials; and
    * $45,000 for the consulting services.

Mr. Hasle discloses that the Debtors owe the firm $18,000 for pre-
petition accounting services.  Mr. Hasle says that the firm has
agreed to waive that claim.

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

Mr. Hasle can be reached at:

         Jim C. Hasle
         President
         Mikunda Cottrell & Co.
         3601 C Street, Suite 600
         Anchorage, AK  99503
         Tel: (907) 278-8878
         Tel: (907) 278-5779 fax
         http://www.mcc-cpa.com/

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: Committee Hires Burr Pease as Bankruptcy Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Era Aviation,
Inc., sought and obtained authority from the U.S. Bankruptcy Court
for the District of Alaska to employ Burr, Pease & Kurtz, PC, as
its counsel, nunc pro tunc to Jan. 27, 2006.

As reported in the Troubled Company Reporter on Feb. 20, 2006,
Burr Pease will:

     a) give the Committee legal advice with respect to its powers
        and duties as the Committee;

     b) prepare on behalf of the Committee, necessary
        applications, answers, orders, reports, and other legal
        papers;

     c) assist the Committee in negotiation and preparation of a
        plan of arrangement; and

     d) perform other legal services as requested by the
        Committee.

The Committee told the Court that the lead counsel for this
engagement is John C. Seimers, Esq.  Mr. Seimers bills $220 per
hour for his work.

The Committee assures the Bankruptcy Court that Burr Pease holds
no interest adverse to the Debtor's estate and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

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.


EXIDE TECHNOLOGIES: Reclaims Right to Use Trademark from EnerSys
----------------------------------------------------------------
Exide Technologies (NASDAQ: XIDE) received a favorable ruling in
its lawsuit with EnerSys, a manufacturer of industrial batteries.

On April 3, the United States Bankruptcy Court for the District of
Delaware approved Exide's request to terminate specific agreements
with EnerSys, including a trademark license which gave EnerSys the
rights to use the Exide(R) trademark for motive and network power
batteries in certain countries, including the United States.

Under the Court ruling, which EnerSys has the right to appeal,
Exide will reclaim the right to fully utilize its Exide(R) brand
across all product lines -- throughout most of the world -- after
the expiration of a court-ordered transition period.

"This week's court ruling is an important milestone for Exide,"
said Gordon A. Ulsh, President and Chief Executive Officer of
Exide Technologies.  "The reclamation of the powerful Exide brand
will allow us to bring together our global product lines, greatly
supporting our business unification strategy going forward."

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and          
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.  
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.

                       *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Exide Technologies to 'CCC' from 'CCC+' because of
Exide's continued poor operating performance and rising debt
leverage.

The senior secured rating on Exide's recently enlarged first-lien
credit facility was lowered to 'CCC' from 'B-', and the recovery
rating was lowered to '2' from '1', because of the lower corporate
credit rating and the weaker asset protection for the enlarged
facility.  The senior secured rating and the recovery rating
reflect Standard & Poor's expectation that lenders will realize a
substantial recovery of principal (80%-100%) in the event of
default or bankruptcy.
     
The senior secured rating on Exide's second-lien notes was lowered
to 'CC' from 'CCC', reflecting the lower corporate credit rating
and an increase in priority debt.


FERRO CORP: Gets 90-Day Waiver on Asset Securitization Program
--------------------------------------------------------------
Ferro Corporation (NYSE:FOE) obtained a 90-day waiver on its asset
securitization program for the recent downgrade events and to
allow an extension of reporting requirements.

"This waiver is part of our overall plan to ensure the company has
access to the financial resources needed for a stronger, more
profitable Ferro," said Thomas Gannon, Vice President and Chief
Financial Officer.  "During this 90-day period we expect to be
successful in extending our asset securitization program."

                     About Ferro Corporation

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.  "The downgrade of
Ferro's ratings to B1 reflects the continuing delay in the
delivery of audited financial statements," Moody's said.  "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."  

Moody's then withdrew Ferro's ratings following this downgrade,
saying it could reassign ratings to Ferro's notes and bonds once
it has received audited financials for 2004 and 2005.  Ferro has
$355 million of senior unsecured notes and debentures outstanding,
with maturities between 2009 and 2028.  


FORESIDE COMPANY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------

Debtor: The Foreside Company, LLC
        33 Hutcherson Drive
        Gorham, Maine 04038

Bankruptcy Case No.: 06-20118

Type of Business: The Debtor develops, imports, and sells home
                  furnishing and gifts on a wholesale basis and
                  through various retail locations.  See
                  http://www.foreside.com/

Chapter 11 Petition Date: April 3, 2006

Court: District of Maine

Debtor's Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, P.A.
                  100 Middle Street, East Tower
                  Portland, Maine 04101
                  Tel: (207) 828-8000
                  Fax: (207) 773-3210
                  
Total Assets: $6,148,367

Total Debts:  $9,188,833

Debtor's 20 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Albatrans Inc. - USA Corporate                  $395,051
149-10 183rd Street
Jamaica, NY 11413

David B. Jenkins                                $160,442
P.O. Box 206 SHS
Duxbury, MA 02331

Aloha Giftware Co.                              $141,622
10 FL NO 178, Fu Hsing North Road
Taipei, Taiwan 110

Dileep Trading Corporation                       $48,556

Bowker Imaging                                   $46,870

United Parcel Services                           $39,692

Berry, Dunn, McNeil & Parker                     $35,057

The Hartford                                     $33,366

Caffco International Ltd.                        $30,668

Popular Art Palace PVT Ltd.                      $30,355

J.S. McCarthy Printers                           $29,616

Rajasthan Art Emporium                           $28,228

George Little Management                         $19,700

Americas Mart Real Estate LLC                    $19,222

Storopack                                        $15,420

Roadway Express Inc.                             $14,833

Anthem Blue Cross and Blue Shield                $14,644

F/C Kittery Development LLC                      $13,960

Bonney Staffing Center                           $12,022

Chirmi Overseas                                  $11,596


GLOBAL FOOD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Global Food Equipment Solutions Inc.
        dba Global Food Equipment Sales & Service
        333 West Merrick Road
        Valley Stream, New York 11580
        Tel: (516) 593-5104

Bankruptcy Case No.: 06-70742

Chapter 11 Petition Date: April 7, 2006

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Heath S. Berger, Esq.
                  Steinberg Fineo Berger & Fischoff, P.C.
                  40 Crossways Park Drive
                  Woodbury, New York 11797
                  Tel: (516) 747-1136
                  Fax: (516) 747-0382

Total Assets:   $303,240

Total Debts:  $1,351,137

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Henny Penny                          $239,998
1219 US 35 West
P.O. Box 60
Eaton, OH 45320

Bizerba USA Inc.                      $73,768
31 Gordon Road
Piscataway, NJ 08854

Getzel Schiff & Ross LLP              $36,584
Arnold P. Arpino & Assoc. P.C.
155 East Main Street
Smithtown, NY 11787

L Stocker & Sons Inc.                 $21,362

333 Realty Corp.                      $19,833

Donna Weiss dba                       $19,079
Saul Weiss Cash Reg.

Daniels Food Equipment                $17,751

Southern Pride Distributing Ltd.       $9,551

Turbo Air                              $9,336

Biro Sales Inc.                        $6,661

LIPA                                   $5,841

Yellow Book                            $5,202

Inter Metro Industries Corp.           $4,801

Rosito Bisani Imports Inc.             $4,725

Keyspan                                $4,414

Roger & Sons                           $4,400

ABF Freight System Inc.                $4,138

Biro Manufacturing Company             $3,894

Robot Coupe                            $2,713

Mil & Mir Steel Products Co. Inc.      $1,535


GREAT ATLANTIC: S&P Holds B- Rating & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered the short-term rating
on The Great Atlantic & Pacific Tea Co. (A&P) to 'B-3' from 'B-2'
and revised the outlook to stable from developing.  The long-term
corporate credit rating is unchanged at 'B-'.
      
"The revisions reflect A&P's announcement that it will pay a
special dividend of about $300 million to shareholders in April
2006," said Standard & Poor's credit analyst Mary Lou Burde.
     
Although the August 2005 sale of A&P Canada increased liquidity
and allowed the company to reduce funded debt, the payment of the
special dividend essentially depletes the excess cash that could
have been used for investment in the core U.S. operations.
Although other sources of liquidity should be adequate to fund the
company's capital spending program for 2006, the reduced cushion
is more reflective of a 'B-3' short-term rating.
     
The ratings on Montvale, New Jersey-based A&P reflect:

   * the company's weak profitability;
   * difficult industry conditions in its U.S. markets; and
   * high lease-adjusted debt leverage.

The sale of A&P Canada to Metro Inc. for $1.6 billion and the
subsequent funded debt reduction eliminated near-term maturities.
But the transaction also eliminated an important source of cash
flow.  Despite the decline in funded debt, substantial lease
obligations remain.  Total debt to EBITDA for the U.S. operations
alone is estimated at more than 7x for the 12 months ended
Dec. 3, 2005.
     
Operational challenges following the sale of the solidly
performing Canadian business remain substantial, and include soft
consumer spending and intense competition from traditional and
nontraditional food retailers.  A&P's same-store sales in the U.S.
(excluding hurricane-affected New Orleans) fell 0.3% for the third
quarter of fiscal 2005 ended Dec. 3, 2005.

EBITDA excluding nonoperating items rose for the quarter and was
flat year-to-date, but remains at weak levels.  The lease-adjusted
operating margin of 5% is well below the 7% average for rated
supermarkets.  Profitability has been poor for several years
despite numerous attempts to reduce overhead, improve the supply
chain, and restructure the store base.  A&P operates 407 stores in
nine states and the District of Columbia.


HAWAIIAN TELCOM: S&P Affirms B Rating With Stable Outlook
---------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings on
Hawaiian Telcom Communications, Inc. and related entities,
including its 'B' corporate credit rating.  The outlook is
negative.
      
"The ratings on these entities were removed from CreditWatch,
where they were placed with negative implications on Dec. 7, 2005,
because Hawaiian Telcom moved almost all back-office services to
its own operating platform as of April 1, 2006, and so does not
require further costly extensions of its transition services
agreement with Verizon Communications, Inc.  Hawaiian Telcom is an
independent local exchange provider providing integrated telephone
service communications services to approximately 646,000 switched
access lines throughout the State of Hawaii," said Standard &
Poor's credit analyst Susan Madison.

Total debt outstanding at Dec. 31, 2005, was approximately $1.3
billion.
     
The ratings for Hawaiian Telcom reflect:

   * significant operational and integration risk associated with
     transitioning to a stand-alone company;

   * the heightened competitive environment for voice and data
     services in Hawaii; and

   * a highly leveraged financial profile.

Tempering factors include:

   * the company's position as the incumbent telephone provider
     in Hawaii; and

   * advanced network infrastructure.
     
In December 2005, Hawaiian Telcom extended its transition
services agreement with Verizon for two months beyond the original
Feb. 1, 2006, cutoff date because approximately 20% of back office
systems needed to assume operational support of local, long
distance and Internet services from Verizon were not complete.
At that time, Standard & Poor's lowered its ratings on Hawaiian
Telcom, including its corporate credit rating, which was lowered
one notch to 'B', and left the ratings on CreditWatch with
negative implications based on concerns that further extensions of
the Transition Services Agreement would be prohibitively expensive
and stress the company's liquidity.


HOLLINGER INT'L: Balance Sheet Upside Down by $169.85M at Dec. 31
-----------------------------------------------------------------
Hollinger International Inc. (NYSE: HLR) has filed its Annual
Report on Form 10-K for the year ended December 31, 2005, with the
Securities and Exchange Commission.

For the year ended December 31, 2005, the Company reported total
operating revenues of $458 million and an operating loss of
$10 million, compared with operating revenues of $464 million
and an operating loss of $22 million for the year ended
December 31, 2004.  

The Company's cash position remained strong, with $198 million in
cash and cash equivalents and $58 million in short-term
investments on hand as of December 31, 2005.  At March 30, 2006,
cash, cash equivalents and short-term investments totaled
approximately $350 million.

The Company's Sun-Times News Group (STNG) reported total operating
revenues of $458 million for the year ended December 31, 2005,
compared with $464 million for the prior year.  STNG's segment
operating income was $48 million and $96 million in 2005 and 2004,
respectively.  STNG's 2005 segment operating income before
depreciation and amortization was $78 million and 2004 segment
operating income before depreciation, amortization and special
items was $92 million.

Commenting on preliminary expectations for the first quarter, the
Company said that advertising revenues are expected to be
approximately six percent lower than during the first quarter of
2005.  Advertising revenues were impacted by lower results in the
automobile, entertainment and national advertising categories,
reflecting industry trends.  During the first quarter, an
investigation of the advertising sales process at the Sun-Times
was undertaken by the Audit Committee of the Company's Board of
Directors.  The Audit Committee determined that the advertising
sales process had over-emphasized the attainment of gross revenue
targets versus profitable revenue objectives.  This emphasis,
combined with an ineffective control environment, resulted in
inappropriate discounting from standard rates.  The Audit
Committee's investigation concluded that these process
deficiencies had no impact upon reported revenues, but did result
in lost profit opportunities.  The investigation by the Committee,
which is now complete, impaired the productivity of the Sun-Times
advertising sales force and contributed to the first quarter
decline in revenues versus 2005.  The Company has taken interim
steps to address the deficiencies in the advertising sales process
and weaknesses in related internal controls.  A comprehensive
reorganization of the advertising sales group for the Sun-Times
News Group and redesign of its processes is anticipated to be
substantially completed during the second quarter of 2006.  It is
expected that when fully implemented, the reorganization will
provide the Company with a significantly enhanced advertising
sales capability and results.

The Company reported that the previously announced reorganization
of STNG was on track and is expected to deliver improved financial
results, beginning in the third quarter.  A voluntary employee
severance program was offered to employees in late February and
has met the Company's objectives.  The voluntary severance program
represents a significant component of STNG's stated goal of
reducing its workforce by ten percent.

Gordon A. Paris, Chairman and Chief Executive Officer, said,
"Despite a challenging and difficult 2005 and first quarter for
STNG, there are many reasons to be optimistic about the prospects
for future results.  Our leadership team is focusing on the
implementation of our reorganization, which will continue to
improve editorial quality, emphasize new media opportunities and
allow us to deliver the power of the Group to our advertisers,
while also significantly tightening our cost structure. The
improvements arising from the reorganization should take root in
the second quarter and begin showing measurable improvements in
the second half of the year.  The establishment of strong internal
controls and a focus on profitable revenue generation in our
advertising sales group should also provide significant
opportunities for improved performance.  At the same time, our
corporate team continues to look for ways to deliver returns for
shareholders, such as through our recently announced stock buyback
and ongoing prudent asset management, which resulted in the recent
sale of substantially all of our Canadian operating assets."

The Company also stated that it expects to report its first
quarter 2006 earnings results in the first week of May 2006, and
intends to hold a conference call for investors and analysts at
that time.

                 Annual Meeting of Shareholders

The Company expects to hold its Annual Meeting of Shareholders on
June 13, 2006 in Chicago, Illinois. Only shareholders of record
will be entitled to notice of, and to vote at, the Annual Meeting
and any adjournment or postponement thereof.  The Company expects
to set the record date as May 1, 2006.

Any proposal intended to be presented to shareholders at the
Company's Annual Meeting must be received by the Company by April
14, 2006 if the proposal is to be included in the Proxy Statement
relating to the Annual Meeting.  Such a proposal must also meet
the requirements for inclusion in the proxy statement set forth in
the Regulations of the SEC issued under the proxy rules.  If a
proposal is received after this date and presented at the Meeting,
the proxy holders will be able to vote on the proposal at the
Annual Meeting using their discretionary authority.  Proposals
should be sent to:

            James R. Van Horn
            General Counsel and Secretary
            Hollinger International
            712 Fifth Avenue
            New York, NY 10019

The Company expects to mail the Notice of Annual Meeting of
Shareholders and Proxy Statement to shareholders of record on or
about May 16, 2006.

Hollinger International Inc. --
http://www.hollingerinternational.com/-- is a newspaper publisher  
whose assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area.

At December 31, 2005, Hollinger's balance sheet showed a
stockholders' equity deficit of $169,851,000 compared to
$152,186,000 of positive equity at Dec. 31, 2004.


INTELSAT LTD: Lenders Waive Reporting Default Until April 30
------------------------------------------------------------
Intelsat Ltd. has until April 30, 2006, to file its fourth
quarter and full year 2005 financial statements as lenders to its
January 28, 2005, Credit Agreement agreed to waive the reporting
default for a month.

The company and its dozens of lenders, led by DEUTSCHE BANK TRUST
COMPANY AMERICAS, signed a Waiver to the Credit Agreement, on
March 30, 2006, granting Intelsat additional time to complete its
reporting process.  

A full-text copy of the Waiver to Credit Agreement is available
for free at http://ResearchArchives.com/t/s?79c

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

                         *     *     *

Standard & Poor's Ratings Services assigned a 'BB-' rating on
Intelsat Ltd in March 2006, and said the outlook is negative.


INTERNATIONAL MANAGEMENT: Hires Kilpatrick Stockton as Counsel
--------------------------------------------------------------
International Management Associates, LLC and its debtor-affiliates
sought and obtained authority from the U.S. Bankruptcy Court for
the Northern District of Georgia to employ Kilpatrick Stockton LLP
as their bankruptcy counsel.

Kilpatrick Stockton is expected to:

    a) serve as bankruptcy counsel to the Debtors as debtors in
       possession;

    b) provide the Debtors with legal advice with respect to their
       powers, rights, duties, and obligations in their chapter 11
       cases, as it relates to their business operations;

    c) take all necessary action to protect and preserve the
       estates of the Debtors, including the prosecution of
       actions on the Debtors' behalf, the defense of any actions
       commenced against the Debtors, the negotiation of disputes
       in which the Debtors are involved, and assist in the
       preparation of objections to claims filed against the
       estate;

    d) assist in preparing on behalf of the Debtors all necessary
       motions, applications, answers, orders, reports, and papers
       in connection with the administration of the estate;

    e) advise the Debtors on the corporate aspects of the Debtors'
       reorganizations or liquidations and the plans proposed in
       connection therewith;

    f) advise and representing the Debtors in hearings and other
       judicial proceedings in connection with all applications,
       motions, or complaints and other similar matters to the
       extent necessary, and as requested by the Debtors; and

    g) perform all other necessary legal services in connection
       with the post-petition representation of the Debtors.

David S. Meir, Esq., a partner at Kilpatrick Stockton, tells the
Court that the Firm's professionals bill:

         Professional                  Hourly Rate
         ------------                  -----------
         Partners                      $350 - $600
         Counsel                       $350 - $375
         Associates                    $195 - $355
         Paralegals                    $125 - $195

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

Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge  
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on Mar. 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A Geiger, Esq., and Dennis S. Meir, Esq., at
Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they did not state their total assets but
estimated total debts to be more than $100 million.


INTERNATIONAL MANAGEMENT: Wants Until May 1 to File Schedules
-------------------------------------------------------------
International Management Associates, LLC and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Northern District of Georgia
to extend, until May 1, 2006, the deadline to file their schedules
of assets and liabilities and statements of financial affairs.

The Debtors tell the Court that their jointly administered cases
consist of ten related corporate Chapter 11 filings and have at
least several hundred creditors. In addition, the Debtors say,
they have no remaining full-time employees.

The Debtors relate that prior to filing for bankruptcy, they were
the subject of receiverships ordered by both state and federal
courts.  The receiverships, the Debtors say, were ordered due to
alleged malfeasance and mismanagement by the their former
managers.  The books and records maintained by former management
are incomplete and, in some instances, inaccurate or fabricated.

The Debtors contend that the extension will afford them time to
prepare, compile and analyze their financial records to be
incorporated in their schedules and statements of financial
affairs.

Headquartered in Atlanta, Georgia, International Management
Associates, LLC -- http://www.imafinance.com/-- managed hedge  
funds for investors.  The company and nine of its affiliates filed
for chapter 11 protection on Mar. 16, 2006 (Bankr. N.D. Ga. Case
No. 06-62966).  David A Geiger, Esq., and Dennis S. Meir, Esq., at
Kilpatrick Stockton LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they did not state their total assets but
estimated total debts to be more than $100 million.


J.C. PENNEY: S&P Lifts Corporate Credit Rating to BBB- from BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit and senior unsecured debt ratings on Plano, Texas-based
J.C. Penney Co. to 'BBB-' from 'BB+'.  Ratings were removed from
CreditWatch where they were placed Feb. 17, 2006, with positive
implications.  The outlook is stable.
      
"The upgrade returns the rating to investment grade after a three-
year gap and reflects the steady and impressive progress
management has made in re-establishing J.C. Penney as a much more
effective player in the moderately priced, intensely competitive
department store sector," said Standard & Poor's credit analyst
Gerald Hirschberg.
     
Penney has made substantial progress in improving:

   * sales,
   * margins, and
   * market share,

and this has brought the department store and catalog/Internet
operations to a satisfactory business profile.
     
This business profile takes into account:

   * Penney's position as a large competitor in this still
     consolidating retail sector;

   * its ability to successfully position itself as a preferred
     shopping choice for moderate income customers who are
     attracted to Penney's relatively large offering of private
     brand and exclusive brand merchandise; and

   * its good and predictable profitability.
     
Penney has seen operating improvement in each of the past five
years, and the company has led the department sector by achieving
five consecutive years of same-store sales growth.  Although
Standard & Poor's believes that Penney will make further gains in
2006, the pace is likely to slow.  This should reflect pressures
from Federated Department Stores, which will be closing locations
and liquidating inventory associated with its 2005 acquisition of
May Department Stores.  In addition:

   * much higher energy prices,
   * a very low savings rate, and
   * high consumer debt

could impact retail purchases during the year.


J.L. FRENCH: Committee Taps Ashby & Geddes as Delaware 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 Ashby & Geddes as its Delaware counsel, effective as of
Feb. 22, 2006.

The Firm will avoid duplicating services performed by the
Committee's lead-counsel, Foley & Lardner LLP.

Ashby & Geddes is expected to:

   a) provide legal advice regarding the rules and practices of
      the Court applicable to the Committee's powers and duties as
      an Official Committee appointed under Section 1102 of the
      Bankruptcy Code;

   b) provide legal advice regarding any disclosure statement and
      plan filed in this case and with respect to the process for
      approving or disapproving disclosure statements and
      confirming or denying confirmation of a plan;

   c) prepare and review applications, motions, complaints,
      answers, orders, agreements and other legal papers filed on
      or behalf of the Committee for compliance with the rules and
      practices of the Court;

   d) appear in Court to present necessary motions, applications
      and pleadings and otherwise protect the interest of the
      Committee and the Debtor's unsecured creditors; and

   e) perform other legal services for the Committee as the
      Committee believes may be necessary and proper in these
      proceedings.

William P. Bowden, Esq., a Ashby & Geddes partner, tells the Court
that the Firm's other professionals bill:

        Professional          Designation        Hourly Rate
        ------------          -----------        -----------
        William P. Bowden     Partner               $455
        Ricardo Palacio       Associate             $375
        Ben Keenan            Associate             $195
        Susan Brown           Paralegal             $160

Mr. Bowden 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 No.
06-10119 to 06-06-10127).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Sandra G.M. Selzer, Esq., at Pachulski Stang
Ziehl Young & Jones, and Marc Kiesolstein, 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.


KMART CORP: Chuck Conaway Wants $19.6 Million Claim Allowed
-----------------------------------------------------------
Charles C. Conaway, Kmart Corporation's former chairman and chief
executive officer, filed Claim No. 38498 against Kmart for
$19,635,003.  Mr. Conway's claim sought recovery of amounts due
under his 2000 Employment Agreement.  The Claim also credits all
amounts paid to Mr. Conaway under his March 11, 2002 Separation
Agreement, in accordance with the Court's order authorizing
payment of severance benefits.

The Debtors objected to Mr. Conaway's Claim asserting that the
Claim is not supported by either an established policy or any
written employment agreement.

Mr. Conaway responded to the objection noting that it was
unsubstantiated and the exhibit to his Claim provides a detailed
basis for the amount sought.

Accordingly, Mr. Conaway asks the Court to:

   -- overrule Kmart's Objection to his Claim;

   -- allow his Claim as a Class 5 claim; and

   -- grant him:

      * his allocable portion of the distributions made to Class
        5 claimants to date, including his allocable portion of
        the Trade Vendor/Lease Rejection Claimholder Shares and
        the Trust Recovery; and

      * the right to his pro rata share of other distributions as
        may be made on account of the allowed Class 5 claims.

Scott B. Kitei, Esq., counsel for Mr. Conaway, recounts that after
the confirmation of Kmart's Plan of Reorganization, the Kmart
Creditor Trust filed a complaint against Mr. Conaway, which sought
to blame him for Kmart's collapse.

Eventually, the Trust's suit was tried before a panel headed by
Judge George Pratt of the U.S. Court of Appeals for the Second
Circuit.  The Panel not only exonerated Mr. Conaway from all
charges, but also assessed the Trust for Mr. Conaway's attorney's
fees.  The Panel's decision was confirmed by the Oakland County
Circuit Court and is accordingly binding on the Trust and its
privies.

According to Mr. Kitei, Mr. Conaway has intentionally deferred
prosecuting his Claim until the Trust's litigation was resolved,
lest the allegations be interposed as a defense or that the
litigation interfere with the arbitration process.

Now, however, the arbitration has resulted in Mr. Conaway's
complete vindication, thereby permitting him recovery on his
claim, Mr. Kitei maintains.

                            About Kmart

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


KMART CORP: Jeri Fisher Wants Lift Stay Objection Overruled
-----------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 14, 2006,
Jeri Lynn Fisher asked the U.S. Bankruptcy Court for the Northern
District of Illinois -- after it amends the July 21, 2003 Order
disallowing and expunging her Claim -- to reinstate her Claim and
lift the automatic stay with respect her lawsuit against Kmart
pending in the Superior Court of Arizona in the County of Navajo.

Ms. Fisher explains that:

   (a) the bankruptcy portion of Kmart's case appears to be
       closed and there is no longer any reason in existence that
       justifies Kmart's need or right for stay under the
       appropriate statutes;

   (b) Kmart has filed a plan of reorganization, which has been
       approved; and

   (c) Kmart, by its misconduct, failed to show justification
       for the stay by wrongfully refusing to provide her or her
       counsel information for either settling her Claim or
       allowing the Claim to be adjudicated in a court of law.

            Fisher Says Kmart Did Not Inform Claimants

Jeri Lynn Fisher asks the Court to overrule Kmart Corporation's
objection to her request to reinstate her claim.

James W. Hill, Esq., in Phoenix, Arizona, contends that Kmart
should not benefit from its wrongful acts, which constituted:

   * failure to mail notice of its Omnibus Objection to Ms.
     Fisher or her counsel;

   * failure to mail the same notice to Virginia Frankowski,
     another claimant whose claim was likewise expunged as a
     result of Kmart's Omnibus Objection;

   * admittedly not mailing any of the 152 claimants copies of
     the order expunging their claim;

   * engaging in reprehensible discourteous conduct in not
     responding to inquiries by counsel of the status of their
     claim after they had apparently sequestered through the
     expungement of the claims; and

   * openly and blatantly violating Rule 11 of the Federal Rules
     of Civil Procedure in making representations to the Court
     regarding the merits of the claims.

Mr. Hull asserts that an independent investigation should be made
of all Creditors involved in Kmart's Omnibus Objection.  

According to Mr. Hull, the order to the Objection presupposes that
none of the 152 claimants involved are expected by Kmart to object
to the expungement of their claims.  

The fact that the copies of the July 30, 2003 Omnibus Objection
Order were not mailed to the creditors is outrageous, Mr. Hull
asserts.  Kmart then cannot argue that Ms. Fisher is guilty of
sleeping on her rights.

Mr. Hull contends that Kmart's Objection, which made
representations of no merit when indeed no investigations were
made, constituted a patent violation of Rule 11(b).

                         Kmart Replies

William J. Barrett, Esq., at Barack Ferrazzano Kirschbaum Perlman
& Nagelberg LLP, in Chicago, Illinois, points out that contrary to
Ms. Fisher's assertions, the Court Order entered in July 2003,
expunging claims set forth in Kmart's Omnibus Objection is not
identical to the proposed order attached to the copy mailed to
creditors.

The hearing record also shows that Kmart's counsel received over
90 formal and informal responses to the Omnibus Objection, which
is contrary to Ms. Fisher's assertion that not one of the 152
claimants shared opposition.

There is no need for any investigation because Ms. Fisher cannot
provide documentary support to her contention that her counsel did
not receive mail notice, Mr. Barrett tells the Court.

Even if the Court grants the request to reinstate the Claim, Ms.
Fisher's request to lift stay should be denied, Mr. Barrett
explains.  Reviving the Claim does not automatically grant the
Claim "allowed" status.  Rather, allowance of the Claim would have
to be adjudicated by the Court as part of the overall claims
reconciliation process.  

By submitting her Claim in the Court, Ms. Fisher has undisputedly
voluntarily submitted that Claim to the core and exclusive
jurisdiction of the Court for resolution, Mr. Barrett stresses.

                            About Kmart

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


MEDIACOM BROADBAND: S&P Rates Proposed $750 Million Loan at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating to the proposed $750 million senior secured term loan C
due 2015 of Mediacom Broadband LLC, a subsidiary of cable TV
system operator, Mediacom Communications Corp.  A '3' recovery
rating was assigned to the loan, indicating expectations of a
meaningful (50%-80%) recovery of principal after a payment
default or bankruptcy.  The loan consists of:

   * a $500 million tranche C-1; and
   * a $250 million delayed draw tranche C-2.

Proceeds will be used:

   * to prepay the existing $500 million term loan;

   * for revolver repayment; and

   * for general corporate purposes, including potential repayment
     of the $172.5 million convertible notes due July 1, 2006 of
     Mediacom.
      
"The recovery rating on Mediacom Broadband's existing $650 million
revolving loan and $300 million term loan A was lowered to '3'
from '2', based on the $250 million increase in the overall
facility and the lack of any corresponding increase in collateral
value," said Standard & Poor's credit analyst Eric Geil.

The '2' recovery had indicated expectations for substantial (80%-
100%) recovery of principal following a payment default or
bankruptcy.
     
A 'BB-' bank loan rating and '3' recovery rating were assigned to
the proposed $650 million senior secured term loan B due 2015 of
Mediacom LLC.  Proceeds will be used:

   * to prepay the existing $550 million term loan B;
   * for revolver repayment; and
   * for general corporate purposes.
     
All other ratings on Mediacom and its subsidiaries, including the
'BB-' corporate credit rating, were affirmed.  The outlook is
negative.


MEGA BLOKS: Reports Fourth Quarter and FY 2005 Financial Results
----------------------------------------------------------------
Mega Bloks Inc. (TSX: MB) disclosed its financial results for the
fourth quarter and full year ended Dec. 31, 2005.

Net sales for the Toy Division were up 39% to $127.9 million in
the fourth quarter, reflecting the contribution of Rose Art sales
for the three months.  For 2005, toy sales increased 33% to $312.8
million compared to $234.6 million, including Rose Art sales since
July 26, 2005.  Net sales for the Stationery and Activities
Division reached $48.1 million in the fourth quarter and $94.2
million for the year, entirely attributable to Rose Art.

Fourth quarter net sales increased 131% to $129.7 million in North
America. Canadian sales were strong and U.S. sales increased 151%,
driven by MAGNETIX and games and puzzles.  For 2005, North
American sales were up 98% to $263.5 million.

International net sales increased 28% to $46.2 million in the
fourth quarter and 41% to $143.6 million in the full year 2005,
reflecting continued market penetration in construction toys and a
contribution from Rose Art.  International net sales represented
26% of total net sales in the fourth quarter and 35% in the full
year 2005, compared to 39% and 43% of net sales in corresponding
periods of 2004 as a result of the greater scale of the Company's
North American business including Rose Art.

Earnings from operations increased 120% to $31.7 million in the
fourth quarter and 87% to $62.4 million for the full year 2005.  
Net earnings rose 82% to $20.9 million for the quarter and 57% to
$39.6 million for the year.

"The fourth quarter and 2005 results are in line with our plan,"
commented Marc Bertrand, President and CEO of Mega Bloks.  "We are
excited with the opportunities for our company and we are focused
on the execution of the actions that will deliver our revenue and
profit plan for 2006 and coming years."

                        Recent Developments

On March 24, 2006, Mega Bloks welcomed retired McDonald's
Corporation executive Larry Light to its board of directors, where
he will sit as an independent director.  "We are very excited
about adding Larry to our Board.  Larry's impressive record as
Global Chief Marketing Officer at McDonald's Corporation with its
many successful branding initiatives will be of great benefit to
the Board.  He has now returned to his marketing consultancy,
Arcature, where he advises a global Fortune 500 group of clients.  
We look forward to having his counsel and support as we continue
to leverage our competitive strengths and develop our brands,"
said Marc Bertrand.

On March 13, 2006, Mega Bloks and Rose Art announced the alignment
of their operations into one company focused on delivering
superior customer service, industry-leading product innovation and
operational excellence on a global basis.  Several facilities in
North America will be downsized or closed down, the corresponding
manufacturing will be relocated to China and North American
distribution of all products manufactured in China will be
consolidated in a new facility in Tacoma, Washington.

On January 24, 2006, Mega Bloks through its subsidiary Rose Art
Industries, Inc., announced an agreement to acquire The Board
Dudes, Inc., a privately held company based in Corona, California.  
The Board Dudes designs and distributes an innovative range of
products for the school and office supply markets, including dry
erase boards, cork boards, foam boards, school and locker
products, novelty items and storage products.  The transaction
closed during February and is expected to be accretive to
earnings.

                    About The Mega Bloks Group

Headquartered in Montreal, Canada, The Mega Bloks Group of
companies -- http://www.megabloks.com/-- is a leader in providing  
kids, caregivers and educators creative tools for play and
learning.  Under the MEGA BLOKS(R) and ROSE ART(R) brands, the
Group produces high quality construction and magnetic toy sets,
arts and crafts activities, stationery, school supplies, and
writing instruments.  The Group is headquartered in Montreal and
present in 14 countries with sales in over one hundred.

Moody's Investors Service assigned Ba3 to Mega Bloks Inc.'s
Corporate Family Rating and Ba3 rating to Bank Loan Debt.  Moody's
said the rating outlook is stable.


MERIDIAN AUTOMOTIVE: Stanfield Presses on to Disqualify Milbank
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Feb. 27, 2006,
Stanfield Capital Partners, LLC, asks the U.S. Bankruptcy Court
for the District of Delaware to disqualify Milbank, Tweed, Hadley
& McCloy LLP as counsel to the First Lien Committee of Meridian
Automotive Systems, Inc., and its debtor-affiliates.

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

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

                   Milbank Objection Under Seal

Judge Walrath permits Milbank, Tweed, Hadley & McCloy LLP to file
its objection under seal and directs the firm to file a redacted
version of the objection.

The Objection, and any information derived from it, will remain
confidential and will be served on and made available only to
Stanfield Capital Partners, LLC, and its advisors.

               Stanfield Insists on Disqualification

Mr. Monaco asserts that Milbank has completely failed in its
effort to find any controlling authority, or even persuasive
authority, that the current version of Delaware Rule 1.9 does not
require a former client's consent to be confirmed in writing.

No evidence was presented that Stanfield gave Milbank its
"informed consent, confirmed in writing" for Milbank to represent
the Informal Committee of First Lien Secured Lenders, Mr. Monaco
notes.

Mr. Monaco contends that Milbank directly violated the Delaware
Rules by choosing to represent the First Lien Committee in direct
conflict to Stanfield and by failing to obtain a consent in
writing.

The First Lien Committee or any First Lien holder has not offered
any protest to Stanfield's request to have Milbank removed as
counsel, Mr. Monaco notes.

Mr. Monaco argues that there is no evidence supporting Milbank's
assertion that Stanfield "impliedly" consented to Milbank's
representation of the First Lien Committee.  Milbank's letter of
engagement of the First Lien Committee is dated May 11, 2005.  As
early as June 9, 2005, Stanfield advised Milbank that it objected
to Milbank's representation of the First Lien Committee.

The Official Committee of Unsecured Creditors correctly stated
that during the negotiations for the terms of the Final DIP
Financing Order, Stanfield objected to the continuation of
Milbank's representation of the First Lien Committee, Mr. Monaco
says.  "The Committee, however, entirely misstates the
negotiations and resolution reached by the parties."

Mr. Monaco tells the Court that the parties reached a compromise
that Stanfield would not formally object to Milbank receiving
compensation for a portion of the work it has performed for the
First Lien Committee relating to the negotiations for the Final
DIP Order.  

However, the Final DIP Order would not authorize Milbank to
continue to represent the First Lien Committee going forward.  
Thus, the Order bifurcates the retention and compensation of
counsel for the First Lien Committee.

Mr. Monaco contends that the dispute between Stanfield and
Milbank was not brought to the Court's attention because
Stanfield recognized the potentially prejudicial nature of a
public disqualification.

Therefore, Stanfield asks the Court to disqualify Milbank as
counsel for the First Lien Committee.

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).


MERIDIAN AUTOMOTIVE: Court Approves Guardian Settlement Agreement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
Settlement Agreement between Meridian Automotive Systems, Inc.,
and its debtor-affiliates, and Guardian Automotive Corporation.

As reported in the Troubled Company Reporter on Mar. 22, 2006,
Guardian designed the Parts for approval of an OEM customer of the
Debtors and incurred significant design costs.

The Design Costs were to be passed through the Debtors through a
scheduled increase in the price of the Parts over a period of four
years.

After Guardian started to perform pursuant to the Guardian Award,
Guardian requested an increase in the annual price for
manufacturing the Parts.  The Debtors did not agree to Guardian's
request.  Consequently, the Debtors resourced the production of
the Parts to another automotive supplier and terminated the
Guardian Award.

Due to the technical design of the Parts, the Alternate Supplier
required copies of the drawings to produce the Parts.  In light
of the Termination, Guardian was unwilling to provide the Debtors
or the Alternate Supplier with the Drawings absent an agreement
with respect to recovery of the Design Costs, Mr. Brady tells the
Court.

To consensually resolve the issues between them, the Debtors and
Guardian entered into a settlement agreement, which provides
that:

    (a) the Debtors agree to pay Guardian $290,733 in four equal
        monthly installments of $72,683;

    (b) the Debtors and Guardian agree to mutually release each
        other from any and all claims relating to the Termination;
        and

    (c) Guardian has conveyed to the Debtors a copy of the
        Drawings and has granted to the Debtors a paid-up,
        royalty-free, non-exclusive license to reproduce,
        distribute copies of, and make derivative works from the
        Drawings solely for the purposes of the manufacture or
        having a third party manufacture the Parts.

Because the Drawings are complete and meet the Customer's
specifications, the Alternate Supplier will not incur any
additional Design Costs to manufacture the Parts.  Therefore, the
Settlement Payment accelerates the Debtors' payment of the Design
Costs.  The Settlement Payment also represents an amount less
than 50% of the actual design costs.

The Customer will reimburse the Debtors for any Design Costs
passed by Guardian for the Parts.

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).


MUSICLAND HOLDING: Wants Until July 12 to Remove Civil Actions
--------------------------------------------------------------
Pursuant to Section 1452(a) of the Judiciary and Judicial
Procedures Code, "a party may remove any claim or cause of action
in a civil action other than a proceeding before the United
States Tax Court or a civil action by a governmental unit to
enforce such governmental unit's police or regulatory power, to
the district court for the district where such civil action is
pending, if such district court has jurisdiction of such claim or
cause of action under section 1334 of this title."

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

   (a) 90 days after the order for relief in the case under the
       Code;

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

   (c) 30 days after a trustee qualifies in a Chapter 11
       reorganization case but not later than 180 days after the
       order for relief.

With respect to postpetition Actions, Bankruptcy Rule 9027(a)(3)
provides for removal only within the shorter of:

   (a) 30 days after the receipt of a copy of the initial
       pleading stating the claim or cause of action sought to be
       removed; or

   (b) 30 days after the receipt of summons if the initial
       pleading has been filed with the Court, but not served
       with the summons.

Bankruptcy Rule 9006(b) provides that the Court can extend the
time periods imposed by Bankruptcy Rule 9027(a).

Musicland Holding Corp. and its debtor-affiliates are party to
several lawsuits pending in various state courts.  Additional
actions may be filed against the Debtors.  The Debtors reserve the
right to subsequently assert that any or all of the Postpetition
Actions are stayed by the provisions of Section 362 of the
Bankruptcy Code.  

Since the Petition Date, the Debtors and their professionals have
been focusing on:

   -- preparing and filing their schedules of assets and
      liabilities and statements of financial affairs;

   -- responding to the Official Committee of Unsecured
      Creditors' numerous discovery and due diligence requests
      for the production of documents;

   -- obtaining final approval of their postpetition financing
      arrangement; and

   -- undertaking and completing the sale and liquidation of
      substantially all of their assets.

As a result, the Debtors have been unable to undertake a thorough
analysis of the Actions and to develop a strategy with respect to
those Actions.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to extend the time within which they
may file notices of removal under Bankruptcy Rule 9027(a)(2)(A) to
the later of:

   (a) July 12, 2006;

   (b) 30 days after the entry of an order lifting the automatic
       stay with respect to the particular action sought to be
       removed; or

   (c) with respect to postpetition actions, the time periods
       given in Bankruptcy Rule 9027(a)(3).

David A. Agay, Esq., at Kirkland Ellis LLP, in New York, asserts
that extending the removal period will give the Debtors an
opportunity to make fully informed decisions about the potential
removal of all Actions and will assure that the Debtors do not
forfeit valuable rights under Section 1452.  

The rights of the Debtors' adversaries will not be prejudiced by
an extension because in the event that a matter is removed, the
other parties to an Action may seek to have that action remanded
pursuant to Section 1452(b), Mr. Agay points out.

                          About Musicland

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NELLSON NUTRACEUTICAL: Can Use Cash Collateral on Final Basis
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Nellson Nutraceutical, Inc., and its debtor-affiliates continued
access to cash collateral in which Wells Fargo and USB AG assert
an interest.

UBS AG, as Prepetition Agent for the Prepetition Lenders,
asserts an interest in the Debtors' cash collateral.  The
Debtors owe $336 million to the Prepetition Lenders.

Wells Fargo Bank, N.A, the Debtors' cash management bank, also
asserts an interest in the Debtors' cash collateral.  The Debtors
are not aware of any outstanding prepetition debts to Wells Fargo.

Wells Fargo provides service documentation to the Debtors.  Under
the service documentation, Wells Fargo has a lien or security
interest in all deposit accounts of the Debtors maintained at
Wells Fargo.

Wells Fargo entered into a Restricted Account Agreement with UBS
and the Debtors for enabling UBS to prefect its security interest
in the deposit accounts.  The Agreement was amended on Jan. 19,
2006.

Under the Restated Restricted Account Agreement, all parties
agreed to the relative priority of the security interests of Wells
Fargo and UBS with regards to various obligations secured by the
Debtors' accounts at Wells Fargo.

Wells Fargo is granted security interests and liens on all present
and acquired property of the Debtors.  The replacement lien
granted to Wells Fargo will be in the same validity, priority, and
extent as Wells Fargo's asserted prepetition security interests
and with the same relative priority vis a vis the replacement
liens granted to the Prepetition Lenders.

Wells Fargo is also granted a superpriority administrative expense
if the replacement lien is inadequate to protect Wells Fargo's
interests in the cash collateral.

All prepetition and postpetition fees and other bank fees required
under the service documentation will be paid on a current basis in
the ordinary course of the Debtors' business.

The replacement liens and superpriority claims will be subject to
an $800,000 carve-out for the Debtors' and Committee's
professional fees.

The Debtors will use the cash collateral to maintain operations
and satisfy postpetition obligations.

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.  When the Debtors filed for protection from their
creditors, they estimated more than $100 million in assets and
debts.


NET SERVICOS: Completes Prepayment of Net Sul's Senior Notes
---------------------------------------------------------
Net Servicos de Comunicacao S.A. (Nasdaq: NETC; Bovespa: NETC4 and
NETC3; and Latibex: XNET) publicly reported, under the terms of
Instruction # 358/02 issued by Comissao de Valores Mobiliarios --
Brazilian Securities Commission, that the Company accomplished the
full prepayment of the financial indebtedness issued under the
terms of the capital restructuring process liquidating the Senior
Secured Notes and the Senior Secured Floating Rate Notes issued by
Net Sul Comunicacoes Ltda., a subsidiary of NET fulfilling clause
3.3.1 -- Use of Proceeds -- of the 5th debentures issuance
indenture.

Headquartered in Sao Paulo, Brazil, NET Servicos de Comunicacao
-- http://Nettv.globo.com/NETServ/br/home/indexNet.jsp?id=1--
is the largest subscriber TV multi-operator in Brazil, as it
operates the NET brand in major cities, including operations in
the 4 largest cities: Sao Paulo, Rio de Janeiro, Belo Horizonte
and Porto Alegre.

NET also offers Broadband InterNet services through its NET
VIRTUA brand name.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Rating Services raised on its foreign and local
currency corporate credit ratings on Brazilian cable pay-TV and
broadband operator Net Servicos de Comunicacao S.A to 'BB-' from
'B+'.  The Brazil National Scale rating assigned to NET and its
BRL650 million debentures due 2011 was also revised to 'brA' from
'brBBB+'.  S&P said the outlook on the ratings was revised
to stable from positive.

"The upgrade reflects NET's improved operational and financial
performance over the past several quarters and our expectation
that NET should be able to maintain its current performance over
the next few years," said Standard & Poor's credit analyst Jean-
Pierre Cote Gil.


NORTHWEST AIR: AFA-CWA Calls for Union Representation Election
--------------------------------------------------------------
The Association of Flight Attendants-CWA filed a petition with the
National Mediation Board to hold a representational election on
behalf of Northwest Airlines flight attendants.

"Northwest flight attendants are looking for a strong voice to
support them during this difficult time, and AFA-CWA is that
voice," said Patricia Friend, AFA-CWA International President.  
"Right now, the Northwest flight attendants are facing the most
turbulent time of their careers and they are doing so without a
safety net.  They have been presented with a devastating tentative
agreement from their bankrupt carrier and are already experiencing
incredible hardships.  They approached AFA-CWA in hopes that our
experience could help them navigate through this difficult process
and we will do whatever it takes to defend their interests and
provide the support they so desperately need."

The NMB is the federal agency that oversees union representation
elections in the airline industry.  Once the NMB verifies that
enough signed union representation cards have been collected by
AFA-CWA, a secret ballot election will be called to determine who
will represent the Northwest flight attendants.  In order to file
for an election, AFA-CWA collected the required signature cards
from the membership.

"Northwest flight attendants need the strength and support of a
union experienced in representing flight attendants.  AFA-CWA is
that union," said Northwest flight attendant Shawn Fivecoat.  "We
desperately need an effective union right now and we are confident
that AFA-CWA's extensive expertise will make a valuable difference
in the careers of Northwest flight attendants."

                          About the AFA

For over 60 years, the Association of Flight Attendants --
http://www.afanet.org/-- has been serving as the voice for flight  
attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill.  More than 46,000 flight attendants at
20 airlines come together to form AFA-CWA, the world's largest
flight attendant union. AFA is part of the 700,000-member strong
Communications Workers of America (CWA), AFL-CIO.

                    About Northwest Airlines

Northwest Airlines Corporation -- http://www.nwa.com/-- is
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $14.4 billion in total assets and $17.9 billion in total
debts.


NORTHWEST AIRLINES: S&P Upgrades Two Cert. Class Ratings to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
enhanced equipment trust certificates and placed on CreditWatch
or revised the CreditWatch status of those and certain other
ratings of Northwest Airlines Corp. (rated 'D') subsidiary
Northwest Airlines Inc. (also rated 'D').
      
"The ratings reflect restructuring agreements reached between
Northwest and creditors," said Standard & Poor's credit analyst
Philip Baggaley.

Leveraged leases on B747-400 and B757-200 aircraft backing
Northwest's 1996-1 EETC's were restructured into six-year to
eight-year operating leases.  The leases do not fully pay out any
of the classes of certificates, but the Class A certificates,
whose rating is raised to 'CCC+' from 'CCC-', may receive full
recovery from the residual value of the planes at the end of the
leases.

A further, potentially significant source of recovery is the $480
million unsecured deficiency claim against Northwest, proceeds of
which would be available (after paying senior claims such as
liquidity facility draws) first to the Class A certificates.
Senior unsecured claims against bankrupt airlines have typically
yielded less than 10 cents on the dollar at emergence, but
recovery in this bankruptcy could be more substantial,
particularly if Northwest does not terminate its pension plans
(termination would result in a substantial unsecured claim on
behalf of the Pension Benefit Guaranty Corp.).
     
Similarly, Northwest has reached a tentative agreement with
holders of the 1999-1 EETC's, under which leveraged leases of
B747-400 aircraft are restructured into operating leases.  The
airline had earlier agreed to perform under the existing leases
but subsequently missed a payment and entered into negotiations.
The restructured leases and estimated residual values should be
enough to repay the Class A certificates and may also pay off the
Class B certificates, whose ratings are raised to 'CCC+' from
'CCC'.  An unsecured deficiency claim of $301.7 million has been
agreed in this case, which would be available in the priority
described above.  Ratings on each class of the 1999-1 EETC's are
placed on CreditWatch with developing implications.
     
The 'D' corporate credit ratings on Northwest Airlines Corp. and
its Northwest Airlines Inc. subsidiary reflect the companies'
Sept. 14, 2005, bankruptcy filings.  Ratings on enhanced equipment
trust certificates (EETC's) are on CreditWatch, excepting 'AAA'
rated, insured EETC's.  

Northwest is:

   * seeking to reorganize in Chapter 11 proceedings;
   * reducing losses by shrinking capacity;
   * securing labor cost reductions; and
   * reducing fixed financial obligations.

Northwest states that it will seek to cut its costs by $2.2
billion annually (15%-20%), including $1.4 billion of reduced
labor costs (an approximate 35% reduction in overall labor
expenses, of which about $500 million had been achieved prior to
bankruptcy).  In addition, the company is targeting a reduction in
debt and leases of about $4.2 billion to $4.4 billion (about 28%
of pre-bankruptcy lease-adjusted debt).


NUTRO PRODUCTS: S&P Assigns CCC Ratings to $345 Million Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to premium pet food manufacturer and marketer
Nutro Products Inc.
     
At the same time, Standard & Poor's assigned its 'B' bank loan
ratings and '1' recovery ratings to the company's proposed:

   * $440 million senior secured term loan B due 2013; and
   * $100 million revolving credit facility due 2012.
     
Standard & Poor's also assigned its 'CCC' ratings to Nutro's:

   * proposed $180 million floating rate senior unsecured notes
     due 2013; and

   * proposed $165 million senior subordinated notes due 2014.

Proceeds of the issuances, along with equity invested by Bain
Capital, will be used to finance the planned recapitalization
and stock purchase agreement for Nutro.  The ratings are based
on preliminary terms and are subject to review upon final
documentation.  The outlook is stable.  Pro forma for the
transaction, City of Industry, California-based Nutro will have
$785 million in total debt outstanding.
      
"The ratings on Nutro reflect the firm's high leverage, narrow
business focus, participation within a highly competitive
industry, and customer concentration," said Standard & Poor's
credit analyst Alison Sullivan.


ONEIDA LTD: Appoints James Joseph as Company President
------------------------------------------------------

Oneida Ltd. (OTCBB:ONEIQ) reported the promotion of James E.
Joseph to President of the Company, effective May 31, 2006, upon
the completion of the year of service of Terry G. Westbrook in
that role.  Mr. Joseph has been the Company's Executive Vice
President for Worldwide Sales and Marketing since April 2005.  An
Oneida manager for 18 years, Mr. Joseph previously served as the
general manager for both foodservice and international operations.

Furthermore, Oneida's Board of Directors and Mr. Westbrook,
President and Chief Executive Officer of Oneida, have initiated a
transition period that will result in the appointment of his
successor as Chief Executive Officer.  The Company expects to
complete the transition process by May 31, 2006, or subject to a
mutually agreed upon extension.  

Mr. Westbrook has been a member of Oneida's Board of Directors
since October 2004.  In conjunction with the company's
restructuring efforts, he was asked to assume the operating
position in March 2005.  These restructuring efforts are now being
concluded through the pre-negotiated plan of reorganization filed
March 19, 2006.  Mr. Westbrook will continue as a member of the
Board pending the confirmation of the Company's Plan of
Reorganization.

The Company has engaged Heidrick & Struggles to conduct a search
for a CEO to succeed Mr. Westbrook and expects that this process
will conclude within the next three months.

Christopher H. Smith, Chairman of Oneida's Board of Directors,
stated, "We are particularly fortunate to be able recognize the
outstanding talents and extensive contributions of Jim Joseph by
promoting him to the Presidency of Oneida.  Our stakeholders
wholeheartedly support this decision.

"Jim and our marketing, procurement, logistics and customer
service teams have greatly improved the outlook for Oneida in the
past 18 months.  There is yet much to do and Jim has the ability
and leadership to maintain and enhance Oneida's dominant position
in the tabletop sector."

Mr. Smith commented further, "Terry Westbrook's tenure as CEO of
Oneida has been a time of extraordinary change and progress.  It
was Terry's goal to return Oneida to its leadership position in
tabletop products by executing a new strategic marketing plan to
improve Oneida's brand relevance.  Achievement of this goal is
within sight.  He has rebuilt the senior management team and
overseen a turnaround in operating results while helping to design
and implement a program to bring the Company's leverage within
manageable limits.  We respect his desire to return to independent
Board membership and the management of his many personal and
business activities."

Mr. Westbrook commented, "I am very proud of my role in developing
the plan to return Oneida to a position of prominence in the
tabletop industry.  Our consensual recapitalization process should
ensure Oneida's leadership in tabletop products long into the
future.  Following its emergence from chapter 11, Oneida will have
solid resources for growth strategies to drive increased profits.

"Of equal importance is that we have put together the best
management team in our sector.  Jim's promotion to the Presidency
has our total support, and we have the greatest confidence in Jim
and his team.  With the recapitalization of the Company and Jim's
hand on the helm, the future is bright, indeed."

                       About Oneida

Based in Oneida, New York, Oneida Ltd. -- http://www.oneida.com/   
-- is the world's largest manufacturer of stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and the largest supplier of dinnerware to the
foodservice industry.  Oneida is also a leading supplier of a
variety of crystal, glassware and metal serveware for the tabletop
industries.  The Company and its 8 debtor-affiliates filed for
Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case
Nos. 06-10489 through 06-10496).  Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represents the Debtors.  Credit Suisse
Securities (USA) LLC is the Debtors' financial advisor.   When the
Debtors filed for protection from their creditors, they listed
$305,329,000 in total assets and $332,227,000 in total debts.


ORIS AUTOMOTIVE: Taps Johnston Barton as Bankruptcy Counsel
-----------------------------------------------------------
Oris Automotive Parts Alabama, Ltd., asks the U.S. Bankruptcy
Court for the Northern District of Alabama for permission to
employ Johnston, Barton, Proctor & Powell LLP as its bankruptcy
counsel.

Johnston Barton will:

    a. give the Debtor legal advice with respect to its duties as
       debtor-in-possession in the continued operation of its
       business and management of its assets;

    b. prepare on behalf of the Debtor necessary motions,
       applications, answers, contracts, reports and other legal
       documents;

    c. perform any and all legal services on behalf of the Debtor
       arising out of or connected with the bankruptcy
       proceedings;

    d. perform other legal services for the Debtor including, but
       not limited to, work arising out of labor, tax,
       environmental, corporate, litigation and other matters
       involving the Debtor;

    e. advise and consult with the Debtor for the preparation of
       all necessary schedules, disclosure statement and plans of
       reorganization; and

    f. perform all other legal services required by the Debtor in
       connection with the Debtor's chapter 11 case.

Clark R. Hammond, Esq., a partner at Johnston Barton, tells the
Court that the Firm's professionals bill:

      Professional                  Designation      Hourly Rate
      ------------                  -----------      -----------
      Clark R. Hammond, Esq.        Partner             $330
      Shayana Boyd Davis, Esq.      Associate           $230
      Max A. Moseley, Esq.          Associate           $220
      Lindan J. Hill, Esq.          Associate           $200

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

Mr. Hammond can be reached at:

         Clark R. Hammond, Esq.
         Johnston Barton Proctor & Powell LLP
         2900 Amsouth/Harbert Plaza
         1901 Sixth Avenue North
         Birmingham, AL 35203
         Tel: (205) 458-9400
         Fax: (205) 458-9500
         http://www.johnstonbarton.com/

Headquartered in McCalla, Alabama, Oris Automotive Parts Alabama,
Ltd. -- http://www.oris-gmbh.de/english/-- manufactures  
automotive parts.  The company filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. N.D. Ala. Case No. 06-00813).  Clark R.
Hammond, Esq., at Johnston, Barton, Proctor & Powell
LLP,represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets between $1 million to $10 million and debts between $10
million to $50 million.


ORIUS CORP: Court Sets May 12 bar Date for Filing Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, set 4:00 p.m. on May 12, 2006, as the deadline
for all creditors owed money by Orius Corp. and its debtor-
affiliates to file formal written proofs of claim on account of
claims arising prior to Dec. 12, 2005.

Creditors must deliver their claim forms either by mail to:

         The Clerk of the Bankruptcy Court
         Attn: Mailroom 7th Floor
         Northern District of Illinois, Eastern Division
         219 South Dearborn
         Chicago, Illinois 60604

Or through the Bankruptcy Court's Electronic Case Filing System
at http://www.ilnb.uscourts.gov/

Governmental units have until June 10, 2006, to file proofs of
claim of interest.

Headquartered in Barrington, Illinois, Orius Corp. --
http://www.oriuscorp.com/-- is a nationwide provider of   
construction, deployment and maintenance services to customers
operating within the telecommunications; broadband; gas and
electric utilities; and government industries.  The Company and
its affiliates filed for chapter 11 protection on Dec. 12, 2005
(Bankr. N.D. Ill. Case No. 05-63876).  When the Debtors filed for
protection from their creditors, they listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


ORIUS CORP: Hires Murphy Austin as Special Litigation Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Orius Corp. and its debtor-affiliates
to retain Murphy Austin Adams Schoenfeld LLP as their special
purpose litigation counsel, nunc pro tunc to Dec. 12, 2005.

Murphy Austin will assist and provide information and professional
opinion to the Debtors in connection with a lawsuit filed by one
of its debtor-affiliates, Copenhagen Utilities and Construction,
Inc., against the City of Santa Rosa.  

The suit, filed in the Superior Court for the State of California,
seeks to recover approximately $9 million against Santa Rosa for
breach of contract, breach of warranties and related causes of
action.  Murphy Austin has represented Copenhagen Utilities since
the commencement of the case.

D. Michael Shchoenfeld, Esq., will lead the Murphy Austin
engagement team assigned in Copenhagen Utilities' case.  He
charges $300 per hour.  The rates for other Murphy Austin
attorneys range from $210 to $235 per hour.

Mr. Shchoenfeld tells the Bankruptcy Court that his firm holds a
$2,826 prepetition claim and a $4,000 postpetition claim against
the Debtors.  Murphy Austin has waived its prepetition claim upon
the approval of its engagement.

Mr. Shchoenfeld assures the Bankruptcy Court that his firm does
not hold any interest adverse to the Debtors or their estates.

Headquartered in Barrington, Illinois, Orius Corp. --
http://www.oriuscorp.com/-- is a nationwide provider of   
construction, deployment and maintenance services to customers
operating within the telecommunications; broadband; gas and
electric utilities; and government industries.  The Company and
its affiliates filed for chapter 11 protection on Dec. 12, 2005
(Bankr. N.D. Ill. Case No. 05-63876).  When the Debtors filed for
protection from their creditors, they listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


P.H. GLATFELTER: Moody's Puts Ba1 Rating on New $200 Mil. Notes
---------------------------------------------------------------
Moody's Investors Service rated P.H. Glatfelter Company's new $200
million senior unsecured note issue Ba1. Proceeds will be used to
fund a portion of asset acquisitions announced over the past
several weeks and to refinance existing debt.

The acquired assets have not been as profitable as Glatfelter's
incumbent operations, and, when consolidated, will reduce
consolidated margins.  Over the very near term, with the increased
debt load, reduced consolidated profit margins and costs incurred
to integrate the acquired operations, Glatfelter's credit profile
will lag that appropriate for a Ba1 rated paper and forest
products' company.

Affirmation of the existing Ba1 rating anticipates that Glatfelter
will successfully integrate the acquired operations, increase
margins, and reduce debt so that credit protection measures
improve.  However, given execution risks and the potential that
economic activity will decline, the outlook is negative.

Outlook Changed: to Negative from Stable

Rating Assigned: $200 senior unsecured notes -- Ba1

Rating Affirmed: $150 million 6.875% notes due July 2007 -- Ba1

Key factors influencing the ratings and outlook are:

   1) Glatfelter will continue to have modest aggregate scale,
      and with operations in two product lines and two
      geographies, will continue to feature a profile consistent
      with a Ba rated paper and forest products' company;

   2) After repaying some indebtedness and subsequent to an
      integration period for the acquisitions, credit metrics are
      expected to return to levels consistent with the Ba1
      rating;

   3) Similarly, profit margins are expected to lag those
      appropriate for the rating over the very near term, but are
      expected to improve later this year and into 2007;

   4) Historical cash flow has been more volatile than the Ba
      rating would indicate; and

   5) The ability to reduce debt from the proceeds of timberland
      sales is a positive.

Owing to the potential of the required improvement in credit
protection measures being frustrated, the outlook is negative.

Glatfelter is refinancing its liquidity facility with a new $200
million unsecured 5-year revolving credit facility.  With that and
the elimination of the $150 million maturity due in 2007,
Glatfelter will have good liquidity arrangements.

The outlook is negative and may be returned to stable if the
company's normalized retained cash flow to adjusted debt
approaches 20%.  The rating may be subject to downgrade should
RCF/TD remain closer to 15%.

P.H. Glatfelter Company, headquartered in York, Pennsylvania, is a
global manufacturer of specialty and engineered papers.  The
company's common stock is traded on the New York Stock Exchange
under the symbol GLT.


PHI INC: S&P Assigns BB- Rating to Planned $150 Million Sr. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Louisiana-based helicopter services company
PHI Inc. and assigned its preliminary 'BB-' senior unsecured
rating to PHI's proposed issuance of $150 million in senior notes.  
The outlook remains stable.
     
The rating actions are in response to PHI's announcement that it
will redeem its $200 million in senior unsecured notes, concurrent
with an issuance of $150 million in senior unsecured notes and
$160 million in common equity.
      
"This financing effectively reduces debt by about 25% and
solidifies the financial risk profile at the existing rating
level," said Standard & Poor's credit analyst Kevin L. Beicke.
     
The excess funds from this financing, along with robust operating
cash flows, should be more than sufficient to pay for this year's
roughly $121 million share of the company's multiyear fleet
expansion.
     
The ratings on PHI primarily reflect the company's weak business
risk profile. (Business risk profiles range from vulnerable to
excellent.)  PHI is subject to the cyclicality and volatility
inherent in the oil and gas offshore exploration and production
(E&P) industry, PHI's main revenue source.  Ratings are further
limited by the company's lack of geographical diversity and
exposure to weather.
     
Somewhat offsetting these weaknesses are:

   * PHI's large market share in the Gulf of Mexico;
   * an oligopolistic industry structure;
   * a favorable contract structure; and
   * its expanding air medical operations.
     
PHI's financial risk profile is considered aggressive, but may
improve to intermediate with the significant reduction in debt and
the expected cash flows to be generated by the ongoing fleet
expansion project.
      
"The stable outlook reflects our expectations that PHI's growth
initiatives will not negatively affect the company's current
financial position," said Mr. Beicke.
     
A proven track record in the air medical segment and substantial
growth in operating cash flow are necessary before Standard &
Poor's would consider positive ratings actions.


PILLOWTEX CORP: Court Approves Amended Disclosure Statement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Disclosure Statement explaining Pillowtex Corporation'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

The Plan provides for the substantive consolidation of the estates
of the Debtors.

On the Effective Date of the Plan, each Debtor other than
Pillowtex will be deemed merged into Pillowtex and:

   * all assets and liabilities of the Debtors other than
     Pillowtex will be deemed merged into the assets and
     liabilities of Pillowtex;

   * all guarantees of any Debtor of the payment, performance or
     collection of obligations of any other Debtor will be
     eliminated and canceled;

   * any obligation of any Debtor and all guarantees thereof by
     one or more of the other Debtors will be deemed to be a
     single claim against the consolidated Debtors;

   * all joint obligations of two or more of the Debtors and all
     multiple claims against any such Debtors on account of such
     joint obligations will be treated and allowed only as a
     single claim against the consolidated Debtors; and

   * each proof of claim filed against any Debtor will be deemed
     filed only against the consolidated Debtors and will be
     deemed a single obligation of the consolidated Debtors.

                       Treatment of Claims

All administrative claims, priority tax claims, revolving lender
administrative claims, term lender administrative claims, priority
claims, and other secured claims will be paid in full.

Convenience claims, totaling $1.5 million, will receive cash in an
amount equal to 12% of the claim.

General Unsecured Claims, totaling $187.5 million, will receive
its pro rata share of:

     (a) the beneficial interests,
     (b) the initial distribution amount, and
     (c) each interim distribution amount.

Intercompany claims will be paid through a transfer of assets from
one Debtor to another.  Any remaining amount of the claim or other
claims not satisfied by the value of the assets transferred will
be extinguished.

Holders of Pillowtex equity and securities trading claims and
holders of subsidiary equity will receive nothing.

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

  http://www.researcharchives.com/bin/download?id=060407032907

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=060407033058

                      About Pillowtex Corp.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.


PROSOFT LEARNING: Chosen as LPI's North American Master Affiliate
-----------------------------------------------------------------
Prosoft Learning Corp. was chosen by the Linux Professional
Institute as its new Master Affiliate for North America.

"We are delighted to welcome Prosoft to our worldwide team of
affiliates," Jim Lacey, president and CEO of LPI, said.  "Their
successful history in providing highly innovative IT training and
certification solutions makes them an ideal partner for our
efforts to continue to spread Linux professionalism in North
America.  Lacey noted that Prosoft brings many benefits to LPI,
including a commitment to industry standards, a track record in
gaining acceptance for vendor-independent certifications, and
acknowledged leadership in ICT workforce development through
collaborative efforts with state governments and school districts.

Benjamin Fink, president and CEO of Prosoft, is equally pleased
with the potential of this new partnership with LPI.  "We are
truly honored and privileged to be chosen as the North American
Master Affiliate for LPI.  For years we have witnessed steadily
increasing demand for Linux-related training and certification,
and we believe that the LPI exams represent the best, most rounded
and most comprehensive solution for certifying Linux
professionals.  We look forward to continuing LPI's global success
through the development of an aggressive growth strategy for their
Linux certification program in the United States and Canada."

Larry McArthur, LPI's recently appointed area operations manager
for North America and Asia-Pacific, stated that Prosoft and LPI
may explore other sub-affiliates to engage in the North American
market.  These factors made Prosoft the ideal candidate as Master
Affiliate in this crucial market:

   -- An expertise in bringing together multiple stakeholders.     
      LPI was attracted to Prosoft's success in developing the CIW
      Advisory Council, which brought together representatives
      from industry, academia, government and not-for-profits in
      order to develop standards for job-role certifications.  
      Bringing these various constituencies together has led to a
      widely accepted certification that has been endorsed by
      governments and trade associations around the world.

   -- Expertise in managing vendor-independent, job-role
      certifications.  Prosoft's CIW program is one of the leading
      vendor-neutral IT job-readiness certifications, while the
      CTP (Convergence Technologies Professional) certification,
      which Prosoft manages for the Telecommunications Industry
      Association (TIA), is the leading certification covering
      convergence technologies such as Voice over Internet
      Protocol (VoIP).  For CTP, Prosoft was able to enlist the
      support of industry leaders such as Intel, HP, Cisco, Avaya
      and IBM.

   -- A worldwide distribution channel.  Prosoft is one of the
      world's largest distributors of IT-related educational
      content to corporations, learning centers and academic
      institutions.  Prosoft distributes content from offices in
      North America, Asia and Europe to an extensive network of
      thousands of partners and authorized content providers.

               About Linux Professional Institute

The Linux Professional Institute -- http://www.lpi.org/--  
develops professional certification for the Linux operating
system, independent of software vendors or training providers.  
Established as an international non-profit organization in 1999 by
the Linux community, LPI develops accessible, internationally
recognized certification programs that have earned the respect of
vendors, employers and administrators.  LPI's activities involve
hundreds of volunteers and professionals throughout the world in
many different capacities, and the group encourages active public
involvement.  LPI's multilevel program of exams is administered
globally through Thomson Prometric and Pearson VUE testing
centers.  LPI's major financial sponsors are Platinum Sponsors
IBM, Linux Journal, Linux Magazine, Maxspeed, Novell, SGI and
TurboLinux, as well as Gold Sponsors, Hewlett-Packard and IDG.

                     About Prosoft Learning

Headquartered inPhoenix, Arizona, Prosoft Learning Corporation --
http://www.ProsoftLearning.com/-- offers content and
certifications to enable individuals to develop and validate
critical Information and Communications Technology workforce
skills.  Prosoft is a leader in the workforce development arena,
working with state and local governments and school districts to
provide ICT education solutions for high school and community
college students.  Prosoft has created and distributes a complete
library of classroom and e-learning courses.  Prosoft distributes
its content through its ComputerPREP division to individuals,
schools, colleges, commercial training centers and corporations
worldwide.  Prosoft owns the CIW job-role certification program
for Internet technologies and the Certified in Convergent Network
Technologies certification, and manages the Convergence
Technologies Professional vendor-neutral certification for
telecommunications.

As of Jan. 31, 2006, Prosoft Learning's balance sheet shows a
$4,106,000 stockholders' deficit, compared to $3,491,000 of
positive equity at July 31, 2005.


QUANTA CAPITAL: Reports $105.9 Million Net Loss for 2005
--------------------------------------------------------
Quanta Capital Holdings incurred a $105.9 million net loss for the
year ended Dec. 31, 2005, according to a regulatory filing with
the U.S. Securities and Exchange Commission.  

The company's fourth quarter loss totaled $54.7 million, nearly
$10 million more than its highest preliminary forecast.

Quanta Capital has been battered by losses resulting from
hurricanes over the past two years as well as the high cost of
severance packages from a wave of departing executives.  

According to the Royal Gazette, the company's losses came on the
heels of last month's announcement that it was exploring
"strategic alternatives" including the sale of units, or closing
off some units to new business.  Investment bank Friedman Billings
Ramsey (one of Quanta's largest shareholders) and J.P. Morgan
Securities Inc. have been retained to offer the company financial
advice.  Quanta said it was looking to "preserve shareholder
value" and was in a financial position to meet current
liabilities.

The company expects its 2006 business to be less than a quarter of
last year's sales, when net policy sales totaled US$390 million,
down from US$419.5 million in 2004.

The Royal Gazette says that company's future business prospects
were called into question after ratings firm A.M. Best on March 2
downgraded its financial strength rating to B++ -- a rating too
low to attract business from many insurance buyers.

At the end of March, more than two percent of Quanta's customers
had cancelled contracts, and more cancellations are expected, the
company said in its filing.  Quanta said its downgrade was also
hurting business at its Lloyd's unit, an operation that got off
the ground last year and wasn't included as part of the A.M. Best
ratings cut.

Quanta Capital has also been cut from the approved list by leading
brokers Aon Corporation and Marsh Inc.

                    Material Weakness

PricewaterhouseCoopers, Quanta Capital's auditor, detected several
lapses in internal controls at Quanta, that could prevent it from
detecting a material accounting error.

PwC identified three material weaknesses:

    1. The Company did not maintain a sufficient complement of
       personnel within its U.S. accounting function with
       appropriate experience and training commensurate with its
       financial reporting requirements.

    2. The Company did not maintain effective controls over the       
       accuracy and completeness of, and access to, certain
       spreadsheets used in the Company's financial reporting
       process.

    3. The Company did not maintain effective controls over the
       completion of reconciliations and analyses for gross and
       ceded premiums, losses, other expenses, and the related
       balance sheet accounts for its U.S. processed transactions.

Some of the deficiencies detected were ones required under
corporate governance law Sarbanes-Oxley, which is binding on
publicly-listed companies.

The company has formed a Finance Internal Control Committee,
amongst other measures, and plans to hire a chief accounting
officer to help remedy the lack of controls.

Quanta Capital Holdings Ltd., a Bermuda holding company, provides
specialty insurance, reinsurance, risk assessment and risk
consulting products and services through its subsidiaries.  
Through operations in Bermuda, the United States, Ireland and the
United Kingdom, Quanta focuses on writing coverage for specialized
classes of risk through a team of experienced, technically
qualified underwriters.  The company offers specialty insurance
and reinsurance products that often require extensive technical
underwriting skills, risk assessment resources and engineering
expertise.  Quanta is listed on the NASDAQ stock market and trades
under the symbol QNTA.


RADNOR HOLDINGS: 11% Bond Indenture Allows for $25M Add'l Debt
--------------------------------------------------------------
Radnor Holdings Corporation and some of its subsidiaries amended
their indenture with Wachovia Bank, National Association, dated as
of March 11, 2003, which governs the Company's 11% Senior Notes
due 2010.  

The amendment permits the Company to incur an additional
$25 million of indebtedness and any refinancing, refunding,
deferral, renewal or extension by expanding the definition of
"Permitted Indebtedness."  

The Company's $135 million of 11.0% Senior Notes due 2010 are
fully and unconditionally jointly and severally guaranteed by
substantially all of the Company's domestic subsidiaries, all of
which are 100% owned.  Full-text copies of the Indentures
governing the 11% Notes, prior to the March 11 Amendment, are
available at no charge at http://ResearchArchives.com/t/s?7a7and  
http://ResearchArchives.com/t/s?7a8


                   StyroChem Loan Amendment

On March 30, 2006, Radnor Holdings Corporation's European
subsidiary, StyroChem Finland Oy amended the agreement governing
its senior secured term loan facility with institutional lenders
in the original aggregate principal amount of $20,000,000. The
amendment revised certain covenants, including without limitation,
the maximum annual capital expenditures limit, the maximum ratio
of the consolidated total debt of Borrower and its subsidiaries to
the consolidated EBITDA of Borrower and its subsidiaries and the
minimum fixed charge coverage ratio.  The amendment also amended
certain reporting requirements, the definition of EBITDA for
purposes of the agreement and the pricing grid that is used to
determine downward adjustments to the interest rate for the term
loans.

                         About Radnor

Radnor Holdings Corporation -- http://www.radnorholdings.com/--   
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.

                    Liabilities Exceed Assets

As of September 30, 2005, Radnor Holdings' equity deficit widened
to $28,800,000 from a $770,000 deficit at December 31, 2004.

                           Tardy 10-K

Radnor's Annual Report on Form 10-K for the fiscal year ended
December 30, 2005, "could not be filed within the prescribed time
period primarily due to the Company's continuing review of the
impact of, and disclosures related to, certain financing
transactions subsequent to fiscal year end," President and Chief
Executive Officer Michael T. Kennedy told the SEC in a March 31
regulatory filing. "The Company is also continuing its review of
certain income tax matters," Mr. Kennedy added.  

Radnor's results of operations for the fiscal year ended December
30, 2005, were negatively impacted by the Gulf Coast hurricanes,
and the resulting volatility in the petrochemicals and energy
markets.  The impact of these events on the Company's pre-tax
results of operations has been estimated between $25 million and
$30 million, primarily in the fourth quarter.


RIVERSTONE NETWORKS: Hold River Amends Tender Offer Equity Deal
---------------------------------------------------------------
Hold River LLC reports the amendment of certain terms of, and
satisfaction of certain conditions to, its tender offer to
purchase up to 19,525,000 shares of common stock of Riverstone
Networks, Inc. for a purchase price of $0.80 per share, net to the
selling shareholder in cash.

The tender offer commenced on March 14, 2006, by Hold River LLC
and Hedgehog Capital LLC and is scheduled to expire at 5:00 p.m.,
New York City time, on Tuesday, April 11, 2006, unless extended.  
David T. Lu, the managing member of Hedgehog Capital, may also be
deemed to be making the offer and has been added as a co-bidder
with Hold River LLC and Hedgehog Capital LLC to the tender offer.

The tender offer is subject to a number of conditions described in
the Offer to Purchase, including conditions pertaining to
Riverstone's pending bankruptcy proceeding.  Based on reports made
by Riverstone and filings made in Riverstone's bankruptcy
proceeding, Offerors have determined that certain conditions to
the offer have been satisfied.  The condition that the bankruptcy
court approve Riverstone's proposed asset sale to Lucent
Technologies, Inc. has been satisfied and the condition that the
bankruptcy court not approve a motion to dismiss Riverstone's
voluntary proceedings has been satisfied by virtue of the
withdrawal of a previously filed motion to dismiss.  The tender
offer continues to be subject to other conditions described in the
Offer to Purchase.  If one or more of the remaining conditions are
not satisfied or waived, Offerors may terminate, extend or amend
the tender offer, but Offerors may terminate the offer only if a
condition is not satisfied.

Offerors are acquiring the shares for investment purposes and
believe the tender offer represents an effective manner for
Offerors to acquire the shares.  Liquidity opportunities in the
shares have been limited because the shares no longer trade on a
national securities exchange, Nasdaq or other over-the-counter
market.  Offerors believe the tender offer presents one such
opportunity for Riverstone shareholders to obtain liquidity for
their investment.  Another possible source of liquidity for
shareholders may be a recovery upon conclusion of Riverstone's
bankruptcy through a distribution on liquidation.  No assurances
can be given as to when or if Rivestone's bankruptcy will be
completed or whether a distribution (if any) to shareholders would
be greater or lesser than the price offered in the tender offer.

Any questions concerning the tender offer may be directed to the
depositary for the tender offer:

     Mellon Investor Services, LLC
     Telephone (866) 337-6319

Copies of the Offer to Purchase and the related Letter of
Transmittal and other tender offer materials may be obtained free
of charge from Mellon Investor Services, LLC.

Offerors reserve the right to extend its offer from time to time.
Any extension would be publicly announced no later than 9:00 a.m.,
New York City time, on the business day after the day on which the
offer was scheduled to expire.  Tenders of shares must be made on
or prior to the expiration date.

                    About Riverstone Networks

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


RIVIERA HOLDINGS: S&P Holds B Corp. Credit Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on Riviera
Holdings Corp., including the 'B' corporate credit rating, on
CreditWatch with developing implications.
     
The CreditWatch update follows the company's announcement that
it has entered into a definitive agreement whereby all outstanding
shares other than the shares held by Riviera's Chief Executive
Officer, William Westerman, will be acquired by a certain investor
group at a price of $17 per share in cash.  Previously,
Mr. Westerman had agreed to vote in favor of the acquisition and
sell his shares to the investor group at $15 per share in cash.
The total acquisition price is about $426.5 million, including the
repayment or assumption of about $215 million in outstanding
Riviera Holdings Corporation debt.
     
Given various approvals, including shareholder and governmental
approvals, which are still needed, the transaction would not
likely close until the first half of 2007.
     
In resolving the CreditWatch listing, Standard & Poor's will
monitor the situation as it develops.  Should the notes be fully
redeemed, Standard & Poor's would withdraw its ratings on Riviera
and remove them from CreditWatch.  However, should some or all of
the debt remain outstanding under a more highly leveraged capital
structure, ratings could be lowered.


SAFETY PRODUCTS: Releases Financial Statements for Fiscal 2005
--------------------------------------------------------------
Safety Products Holdings, Inc., as successor to NSP Holdings
L.L.C., and Norcross Safety Products L.L.C. reported their
financial results for the year ended Dec. 31, 2005.

For 2005, net sales of Safety Products were $481.1 million
compared to $438.5 million in 2004.  Adjusted earnings before
interest, taxes, depreciation, and amortization increased to
$70.4 million from $64.4 million in 2004 for NSP, and increased to
$70.1 million from $63.5 million in 2004 for Safety Products,
which represented an increase of 9.4% and 10.4%, respectively.

Safety Products' net sales increase of $42.6 million, or 9.7%, was
attributable to increased net sales in each of its three operating
segments.

In Safety Products' general safety and preparedness segment, the
net sales increase of $24.0 million, or 7.8%, reflects a
combination of overall organic growth in Canada, Europe, and South
Africa, favorable exchange rates and incremental net sales
resulting from the acquisition of The Fibre-Metal Products
Company.

In the United States, strong overall market demand was offset by a
decrease in government contract shipments resulting in lower net
sales.

In Safety Products' fire service segment, net sales increased
$9.0 million, or 11.5%, reflecting continued strong market demand.
In Safety Products' electrical safety segment, net sales increased
$9.6 million, or 18.8%, primarily driven by strong market demand
and new product penetration.

Both Safety Products' general safety and preparedness and
electrical safety segments realized increased sales from the
hurricane activity in the Gulf Coast region.

Safety Products' gross profit increased by $12.9 million, or 8.2%.
Excluding the impact of a $5.6 million charge related to inventory
purchase accounting adjustments, Safety Products' gross profit
increased $18.5 million, or 11.8%.

Excluding the $5.6 million of inventory purchase accounting
adjustments, Safety Products' gross profit margin of 36.4% in 2005
compared favorably to the 35.7% gross profit margin in 2004.

Safety Products' income from operations decreased $21.2 million
from $51.1 million in 2004 to $29.9 million in 2005.

NSP's income from operations decreased $18.5 million from
$51.7 million in 2004 to $33.2 million in 2005.

Included in Safety Products' and NSP's income from operations for
2005 were:

   (1) inventory purchase accounting charges of $5.6 million;

   (2) incremental amortization expenses of $7.0 million related
       to purchase accounting; and

   (3) $16.4 million of management incentive compensation expense
       for the Company and $13.6 million of management incentive
       compensation expense for NSP recognized as a result of the
       acquisition by Holdings of all of the outstanding
       membership units of NSP from NSP Holdings.

Included in income from operations in 2004 were $600,000 of
expenses related to exploring strategic alternatives.

Excluding these charges, Safety Products' income from operations
increased $7.2 million, or 13.5%, and NSP's income from operations
increased $7.1 million, or 13.5%.

In Safety Products' general safety and preparedness segment (after
adjusting for expenses related to purchase accounting), income
from operations increased by $3.9 million, or 12.4%, due to the
higher net sales volume.

In Safety Products' fire service segment (after adjusting for
expenses related to purchase accounting), income from operations
increased $0.7 million, or 5.4%, as the higher net sales volume
was partially offset by lower margin realization and higher
administrative expenses.

In Safety Products' electrical safety segment (after adjusting for
expenses related to purchase accounting), income from operations
increased by $3.1 million, or 27.5%, due to higher net sales and
improved manufacturing performance.

Corporate general and administrative expenses increase by $500,000
for Safety Products and $600,000 for NSP due to higher payroll and
administrative expenses including costs associated with public
reporting and related compliance requirements of the Sarbanes-
Oxley Act of 2002.

As of Dec. 31, 2005, NSP and Safety Products had working capital
of $130.1 million and $131.8 million and cash of $20.7 million and
$20.8 million, respectively.  Safety Products' capital
expenditures were $9.3 million in 2005 and $6.4 million in 2004.

                      Fibre-Metal Acquisition

In November 2005, the Company completed the acquisition of all of
the issued and outstanding capital stock of Fibre-Metal.  The
purchase price of $68.7 million (including $700,000 of acquisition
costs) was financed through $65.0 million of additional term
borrowings under NSP's senior credit facility and cash on the
balance sheet.

                     NSP Holdings Acquisition

In May 2005, Safety Products acquired all of the outstanding
equity interests of Norcross and NSP Capital for approximately
$481.0 million, which included the assumption or repayment of
indebtedness but excluded payment of fees and expenses.

The acquisition closed on July 19, 2005, and was funded from the
issuance and sale of senior pay in kind notes as well as an equity
investment from affiliates of Odyssey and GEPT and certain members
of management of Norcross.

Concurrently with the acquisition, Norcross entered into a new
senior credit facility, consisting of a revolving credit facility
that provides for up to $50.0 million of borrowings and a
$88.0 million term loan.

As a result of the acquisition, Safety Products became the sole
unit holder of Norcross.  

Full-text copies of Safety Products Holdings, Inc.'s financial
statements for the year ended Dec. 31, 2005, are available for
free at http://ResearchArchives.com/t/s?797

               About Safety Products Holdings, Inc.

Safety Products Holdings, Inc., designs, manufactures and markets
branded products in the personal protection equipment industry.  
Safety Products manufacture and market a full line of personal
protection equipment for workers in the general safety and
preparedness, fire service and electrical safety industries.  
Safety Products sell products under trusted, long-standing and
well-recognized brand names, including North, Fibre-Metal, Morning
Pride, Ranger, Servus, Pro-Warrington and Salisbury.  Safety
Products broad product offering includes, among other things,
respiratory protection, protective footwear, hand protection,
bunker gear and linemen equipment.

At Dec. 31, 2005, the company's balance sheet showed $106,891,000
of positive stockholders' equity compared to a $75,097,000 equity
deficit at Dec. 31, 2004.

Moody's assigned it's Caa1 rating on June 21, 2005, to
approximately $128 million of outstanding 11-3/4% Senior Pay in
Kind Notes due January 1, 2012, issued by Safety products
Holdings, Inc.  Standard & Poor's placed its B- rating on those
notes on February 6, 2006.


SCIENTIFIC GAMES: Unit Buys $12MM Shoreline Star Facility in Conn.
------------------------------------------------------------------
Scientific Games Corporation's (Nasdaq: SGMS) subsidiary Autotote
Enterprises, Inc. has acquired certain assets of The Shoreline
Star Greyhound Park & Simulcast Facility located in Bridgeport,
Connecticut.  The purchase price is approximately $12 million
plus certain future contingent payments and will be financed
under Scientific Games' existing credit facility.  The Company
anticipates the acquisition will contribute approximately
$2.4 million of yearly EBITDA at existing levels of simulcast
handle and will be accretive to earnings.  This deal also
eliminates existing restrictions on Autotote's ability to
simulcast live racing in certain portions of the state.

"This deal represents the culmination of years of extended
negotiations and will allow Autotote to maximize the potential of
its Connecticut operations," Lorne Weil, Chairman & CEO of
Scientific Games, stated.  "This acquisition is also an integral
part of our Connecticut Off-Tack Betting redevelopment plan."

"The Shoreline operation has been a mainstay and contributor of
the Bridgeport economic community for many years, and under
Autotote's leadership will continue to grow and do so," Susan
Zeff, CEO and owner of Shoreline commented.

"This deal will better serve the players of Connecticut, and will
strategically position us to develop relatively untapped markets
in the southern portion of the state," Rick Pullman, President of
Autotote added.  "We have been working with the Shoreline team
over the past few months to ensure the seamless integration of the
Bridgeport facility into our existing operations."

                   About Autotote Enterprises

Autotote Enterprises operates the Connecticut OTB system with 11
locations throughout the state including Sports Haven in New Haven
and the Bradley Teletheater.  Autotote and Scientific Games
Worldwide Sports LTD also provide venue management services to the
Mohegan Sun Casino in Uncasville, Connecticut, Isle of Capri
Casino at Our Lucaya in Freeport, Grand Bahamas, the Divi Carina
Bay Resort Casino in St. Croix, the Randall James Racetrack and
Simulcast Center in St. Croix, the Tote Investments Racing Service
Simulcast Center in Bridgetown, Barbados, Royal Beach Casino, St.
Kitts, and the Ho-Chunk Casino in Baraboo, Wisconsin.

                     About Scientific Games

Headquartered in New York City, Scientific Games Corporation --
http://www.scientificgames.com/-- is the leading integrated  
supplier of instant tickets, systems and services to lotteries,
and the leading supplier of wagering systems and services to
pari-mutuel operators.  It is also a licensed pari-mutuel gaming
operator in Connecticut and the Netherlands and is a leading
supplier of prepaid phone cards to telephone companies.  
Scientific Games' customers are in the United States and more than
60 other countries.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
Moody's Investors Service assigned a Ba2 rating to Scientific
Games Corporation's amended credit facilities and affirmed the
company's Corporate Family, senior and subordinated ratings at
Ba2, Ba2 and B1, respectively.  The rating outlook is stable.

The amended bank facilities will encompass a $50 million increase
to the existing $250 million senior secured guaranteed multi-
currency revolving credit facility and a new $100 million senior
secured guaranteed term loan, each due Dec. 23, 2009.  The
increased facilities will be used to provide financing for the
recent acquisition of EssNet AB and the potential acquisition of
The Global Draw, Ltd.


SCRIP ADVANTAGE: All Employees Terminated on Friday, April 7
------------------------------------------------------------
While Scrip Advantage, Inc., a publicly-traded California
corporation, has been actively pursuing potential investors and
has secured commitments for debt and debtor-in-possession
financing, no equity investor has yet committed to the Company.  
Even as claims against the company are mounting, talks with
potential equity investors continue.

However, acting on its duty to preserve assets for both secured
and unsecured creditors, SAI is temporarily ceasing operations
even as the board of directors continues its search for capital.  
SAI further analyzes potentially valuable security claims related
to unfunded subscription agreements, and pursues foreclosure on
CEOAmerica stock that is an asset of the Company.

While employment at the company concluded on April 7, 2006, for
all employees, the SAI Board of Directors plans to continue
pursuing its goal of $3,000,000 in equity capital, which would let
the company enter into and pave the way for successfully emerging
from Chapter 11 Bankruptcy.

SAI equipment assets are being foreclosed on by secured creditors.  
In a statement of confidence in the company's potential if it
emerges from bankruptcy, the secured creditors have also committed
to making the equipment assets available to SAI should funding
occur and operations resume under a Chapter 11 reorganization
within the next 75 days.

                         Bankruptcy Banter

Scrip Advantage provided no insight in last week's announcement
about when or where it might file a chapter 11 petition.  

Michael Finney at KGO-TV reported on Feb. 9, 2006, about Scrip
Advantage's bankruptcy plans after receiving numerous questions
from viewers after his Dec. 28, 2005, broadcast about the non-
profit's difficulties.  

"We've talked to a board member for Scrip Advantage," Mr. Finney
reported in February.  "He says the bankruptcy proceedings have
taken longer than expected. He says they are in the process of
exploring all their options and will notify everyone when
everything is completed."

"We also spoke with the Fresno County District Attorney's office,"
Mr. Finney continued.  "They are prepared to file charges against
Scrip, but have not yet decided whether to file criminal or civil
charges.  The DA's office says it needs to wait to see what Scrip
will do next before filing the charges."

A transcript of Mr. Finney's report on Dec. 28, 2005, is available
at no charge at http://ResearchArchives.com/t/s?7a9

                   About Scrip Advantage, Inc.

Headquartered in Fresno, California, Scrip Advantage, Inc.
(OTC: SCPV) -- http://www.scripadvantage.com/-- is a specialized  
marketing company, selling gift certificates at a discount to face
value to non-profit organizations, primarily parochial schools and
sports leagues, for their fundraising efforts.  SAI launched in
February 1999 and exhibited a compound annual growth rate of 90%
from June 2000 through 2004 when its annualized revenue approached
$200 million.


SERACARE LIFE: Taps Cathryn Low as Interim Chief Financial Officer
------------------------------------------------------------------
SeraCare Life Sciences, Inc. appointed Cathryn Low as its interim
Chief Financial Officer.  Ms. Low is a Turnaround and Workout
Specialist at Prolman Associates, a firm specializing in business
turnarounds and management of Chapter 11 reorganizations.  She is
expected to serve as interim CFO of SeraCare until a permanent
replacement is identified.

Ms. Low, 53, has provided interim financial management to public
and privately held businesses since 1987, both inside and outside
of the Chapter 11 process.  She has also held several senior
financial and operational management positions, including serving
as Senior Vice President and CFO of Yankee Bank in Boston and as
CEO of Colts Manufacturing, Inc.

In addition, since September 2000, Ms. Low has been a commercial
real estate sales and investment advisor with Langston & Low,
providing services to ACI Commercial, Inc. from September 2000 to
February 2005 and to Burnham Real Estate Services, Inc. from March
2005 to the present.  The Bankruptcy Court in San Diego appointed
her a Bankruptcy Examiner in 1999.

Tom Lawlor, Chief Operating Officer, stated: "We are very pleased
to bring someone of Cathryn's caliber and expertise on board to
assist us during the restructuring process.  Cathryn has extensive
experience with corporate turnarounds, and she possesses the
financial and restructuring skills necessary to help us improve
our accounting and financial reporting infrastructure.  We look
forward to working with Cathryn as we progress through the Chapter
11 process."

Ms. Low earned a B.A. in biological sciences from Mount Holyoke
College and an MBA in finance and accounting from Columbia
University.

                          SEC Subpoena

Separately, SeraCare reported that, following a request from the
Securities and Exchange Commission for a voluntary production of
certain documents, the Company has received a subpoena from the
SEC.  The subpoena calls for the production of the documents that
were originally requested, as well as additional documents.

                  About SeraCare Life Sciences

Based in Oceanside, California, Seracare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological  
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006 (Bankr.  
S.D. Calif. Case No. 06-00510).  Brian Metcalf, Esq., and Suzanne
Uhland, Esq., at O'Melveny & Myers LLP, represent the Debtor.  
When the Debtor filed for protection from its creditors, it listed
$119.2 million in assets and $33.5 million in debts.


SERVICE CORP: $1 Bil. Alderwoods Deal Cues Moody's Rating Review
----------------------------------------------------------------
Moody's Investors Service placed the credit ratings of Service
Corporation International on review for potential downgrade
following the announcement that it entered into a definitive
agreement to acquire Alderwoods Group, Inc., for total cash
consideration of approximately $1.2 billion.

The credit ratings of Alderwoods were placed on review with
direction uncertain.  The acquisition, which is expected to close
by the end of calendar year 2006, is subject to approval by
regulators and Alderwoods' shareholders.  The transaction is not
subject to any financing conditions.

SCI currently has $470 million in cash on its balance sheet and
has received a commitment letter from JPMorgan for an $850 million
bridge facility.  The details of the expected financing package
have not been disclosed.  Moody's expects a weakening of SCI's
credit metrics pro forma for the acquisition, excluding the impact
of potential cost synergies.  Assuming SCI uses the $850 million
interim bridge facility along with cash on hand to finance the
acquisition, debt to EBITDA would increase from 4 times at Dec.
31, 2005 to about 5 times on a pro forma basis.

Moody's review of SCI's ratings will focus on the expected post-
acquisition capital structure and financial policy, the amount and
timing of potential cost savings and asset sale proceeds, and
management's operational strategy for the combined entity.

SCI announced that the debt of Alderwoods will remain outstanding
or will be refinanced in connection with the acquisition.
Alderwoods' credit facility and $200 million of senior unsecured
notes have change in control provisions.  Alderwoods' credit
ratings will remain under review with direction uncertain until
there is increased certainty regarding the outcome of the merger
and the post-acquisition capital structure.  If a tender offer is
commenced to retire the senior unsecured notes of Alderwoods,
Moody's will consider the extent of covenant protection and credit
support for any notes not redeemed in the tender offer.  If the
acquisition is consummated and all of the debt of Alderwoods is
retired, then all the credit ratings of Alderwoods will likely be
withdrawn.

These SCI ratings were placed on review for potential downgrade:

   * $300 million 7% senior unsecured notes due 2017, Ba3
   * $250 million 6.75% senior unsecured notes due 2016, Ba3
   * $56 million 7.875% senior unsecured debentures due 2013, Ba3
   * $342 million 7.7% senior unsecured notes due 2009, Ba3
   * $195 million 6.5% senior unsecured notes due 2008, Ba3
   * Senior unsecured shelf registration, (P)Ba3
   * Senior subordinated, subordinated, and junior subordinated
     shelf registrations, (P)B2
   * Corporate family rating, Ba3

These Alderwoods ratings were placed on review with direction
uncertain:

   * $75 million senior secured revolving credit facility
     due 2008, B1
   * $162 million senior secured term loan B due 2009, B1
   * $200 million 7.75% senior unsecured notes due 2012, B2
   * Corporate family rating, B2

Moody's affirmed the SGL-2 rating of SCI reflecting its good
liquidity profile, without giving effect to the proposed
acquisition of Alderwoods.  Moody's will determine whether the SGL
rating should be revised when there is more certainty regarding
the post-acquisition capital structure.

Service Corp, headquartered in Houston, Texas, is the leading
provider of funeral and cemetery services in the world.  Revenue
for the year ended Dec. 31, 2005 was about $1.7 billion.

Alderwoods Group, Inc., headquartered in Cincinnati, Ohio, is the
second largest operator of funeral homes and cemeteries in North
America.  Revenue for the year ended Dec. 31, 2005, was $749
million.


SND ELECTRONICS: U.S. Trustee Appoints Three-Member Committee
-------------------------------------------------------------
The United States Trustee for Region 2 appointed three creditors
to serve on an Official Committee of Unsecured Creditors in SND
Electronics, Inc.'s chapter 11 case:

    1. Intel Americas, Inc.
       c/o Tiffany Silva
       Assistant Secretary
       2200 Mission College Boulevard
       Santa Clara, CA 95052
       Tel: (408) 765-3852
       Fax: (408) 765-7636

    2. Western Digital Technologies, Inc.
       c/o Michael Cobb, Esq.
       Associate General Counsel
       20511 Lake Forest Drive
       Lake Forest, CA 92630
       Tel: (949) 672-7832
       Fax: (949) 672-5444

    3. Mainstream Global
       c/o Juan Yepez
       President
       354 Merrimack Street
       Lawrence, MA 01843
       Tel: (978) 682-6767
       Fax: (978) 682-6765

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 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: Gets Interim Okay to Borrow $1 Mil. Postpetition
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave SND
Electronics, Inc., permission to obtain $1 million postpetition
loans from SND Electronics LLC on an interim basis.

The Debtor tells the Court that its lender, SND Electronics LLC,
provides loans and credit accommodations to the Debtor pursuant to
an existing loan agreement.  The agreement includes a $7.5 million
revolving credit facility.

As of the close of business on Mar. 8, 2006, the aggregate amount
of all loans and prepetition debts owed by the Debtor under and in
connection with the prepetition financing agreements was
approximately $2.3 million, plus interest and other charges.

The Debtor says that it needs more available sources of working
capital to fund its operations and to be able to maintain business
relationships with its vendors, suppliers, and customers.

Furthermore, the Court also allowed the Debtor to use the lender's
cash collateral, including proceeds from the Debtor's accounts
receivable, on an interim basis.

A full-text copy of an interim budget is available for free at
http://researcharchives.com/t/s?79d

As adequate protection for the lender's interests, SND Electronics
LLC will receive a valid and perfected first priority security
interest and lien superior to all other liens, claims or security
interests that any creditor of the Debtor's estate may have.

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.


SOMERA COMMS: Recurring Losses Spur Auditors' Going Concern Doubt
-----------------------------------------------------------------
Somera Communications, Inc.'s (Nasdaq: SMRA) independent
registered public accounting firm, PricewaterhouseCoopers LLP,
included an explanatory paragraph in its audit report in the
Company's Annual Report on Form 10-K for the year ended Dec. 31,
2005, relating to the Company's ability to continue as a going
concern.  The Company has incurred recurring losses from
operations and negative cash flows that raise substantial doubt
about its ability to continue as a going concern.

As of Dec. 31, 2005, Somera had

     * $6.5 million in cash and cash equivalents,
     * $11.2 million in short-term investments, and
     * no long-term debt.

The Company believes that cash and cash equivalents, proceeds from
short-term investments and anticipated cash flow from operations
will be sufficient to fund the Company's working capital and
capital expenditure requirements for at least the next 12 months.  
However, the Company has incurred losses from operations and
negative cash flows over the last three years and cannot provide
assurance that actual cash requirements will not be greater than
what the Company currently expects.
    
Somera previously reported a series of operational rebalancing
actions including the elimination of 70-80 positions,
consolidation of facilities and reduction of other overhead costs.  
The goal of the Company's rebalancing effort is to reduce costs so
that the Company achieves quarterly break-even at revenue levels
of $16-$18 million per quarter.  While the Company believes it has
made substantial progress toward implementing this plan, there can
be no assurance that the cost reduction targets or revenue levels
will be achieved, which could result in the Company incurring
continued operating losses, and consumption of working capital and
cash and short-term investment balances.

A full-text copy of the Company's 2005 Annual Report in Form 10-K
is available at no charge at http://ResearchArchives.com/t/s?7a3

                          About Somera

Headquartered in Copell, Texas, Somera Communications, Inc. --
http://www.somera.com/-- is a telecom asset management firm that  
assists service providers in generating greater value from their
network assets in the form of lower operating costs, longer
product life, higher productivity, and real measurable savings.  
Somera provides immediate availability of quality, warranted new
and refurbished equipment at savings of 25% to 60%.  Extending
these benefits is Somera RecoveryPLUS, which deploys knowledgeable
personnel, proven processes and proprietary software to each
client location to provide professional discovery, valuation and
asset cataloging, thereby enhancing ongoing network efficiency
while improving the accuracy and quality of reports required of
today's regulatory environment.  In addition, Somera offers
outsourced network operations, logistics, and technical service,
as well as comprehensive repair services for wireless, wireline,
and data products -- all at significant savings and reduced cycle
times.  Founded in 1995, Somera has developed an impressive base
of over 1,100 customers worldwide, including the industry leaders
from each segment of the telecommunications market.


SPARTA COMMERCIAL: Closes on $4.56-Mil. Private Equity Placement
----------------------------------------------------------------
Sparta Commercial Services, Inc., concluded a private placement
offering of its common stock, which began in December 2005.  The
Company obtained $4,561,766 from the transaction.  

On March 29, 2006, the Company issued 1,799,102 shares of its
common stock, par value $0.001 per share, to accredited investors
for an aggregate purchase price of $350,825.   On March 14, 2006,
the Company issued 4,039,200 common shares for $787,644.  In
December 2005, the Company sold 17,555,369 shares for $3,423,297.

Headquartered in New York City, Sparta Commercial Services, Inc.
-- http://www.spartacommercial.com/-- is an internet-based
acceptance and leasing company dedicated exclusively to the
powersports industry, which includes motorcycles over 600ccs,
4-stroke all-terrain vehicles and select scooters.  The Company
provides a full line of financing solutions including retail
installment sales contracts and leases, as well as related
services including GAP coverage and vehicle service contracts.

From inception through April 30, 2005, the Company was in a
developmental stage period.  In fiscal year 2005, the Company
began to obtain regulatory approval in several states, prior to
commencing active operations.

At Jan. 31, 2006, the company's stockholders' equity deficit
widened to $2,763,288 from a $451,024 deficit at April 30, 2005.


SPECTRUM BRANDS: S&P Lowers Corporate Credit Rating to B- from B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Spectrum Brands Inc., including its corporate credit rating to
'B-' from 'B'.
     
At the same time, the ratings on the Atlanta, Georgia-based
battery manufacturer were placed on CreditWatch with negative
implications.  About $2.3 billion of debt is affected by this
action.
     
The downgrade and CreditWatch placement follow the company's
announcement that it is substantially lowering its earnings
guidance for the second quarter of fiscal 2006 due to continued
operating challenges in its battery segment and increasing
commodity costs.  This represents the company's third earnings
guidance revision since September 2005.  Standard & Poor's had
assumed that due to seasonal working capital requirements in the
second quarter, the company would have a tight covenant cushion on
its 6.6x leverage covenant in the quarter.  Substantial operating
improvement was then expected for the second half of fiscal 2006.
As a result of the revised guidance reflecting continued poor
operating performance, the company will need to further amend
its bank facility in order to maintain access to its $300 million
revolver.  The company previously amended its bank facility in
December 2005 as a result of weak operating performance.
     
Standard & Poor's will meet with management to discuss these
issues and the potential for further near-term impact to the
ratings.  The review will focus primarily on:

   * the company's liquidity and continued access to its revolving
     credit facility;

   * ability to generate cash flow;

   * long-term operating trends in the battery business; and

   * commodity cost pressures.


TRANSCONTINENTAL GAS: Fitch Rates $200 Million Sr. Notes at BB+
---------------------------------------------------------------
Transcontinental Gas Pipe Line Corp.'s (TGPL) $200 million 6.40%
senior notes due April 15, 2016 are rated 'BB+' by Fitch Ratings.
The rating is currently on Rating Watch Positive, as are the
outstanding $1.0 billion 'BB+' senior unsecured notes and 'BB+'
issuer default rating of TGPL.  TGPL is one of two FERC regulated
interstate gas pipelines wholly owned by The Williams Companies,
Inc. (WMB; senior unsecured rated 'BB', Rating Watch Positive by
Fitch).  Proceeds from the senior note issuance will be used for
general corporate purposes at TGPL, including the funding of
expansion related capital expenditures.

TGPL's rating incorporates its strong individual operating and
financial profile, offset by the structural and functional ties
between TGPL and its ultimate parent WMB.  TGPL participates in
WMB's daily cash management program under which TGPL makes and/or
receives advances from WMB.  In addition, TGPL has paid cash
dividends to WMB of approximately $700 million over the four year
period 2002-2005.  Fitch notes that TGPL's various debt agreements
provide limited bondholder protection against TGPL's ability to
make upstream cash dividends and/or intercompany advances to WMB.

TGPL is one of the nation's premier interstate pipelines as
evidenced by its:

   * strong market position;
   * low-cost structure; and
   * above-average growth potential in capacity short markets.

Operating characteristics remain favorable with the vast majority
of TGPL's revenues derived from fixed demand payments.  Firm
transportation contracts average about 5.0 years, minimizing near-
term capacity turnback risk.  Moreover, the overall physical reach
of the TGPL system enables it to compete effectively for
incremental transportation volumes in its key markets.  TGPL's
stand-alone credit measures have continued to remain healthy
despite higher dividend payments to WMB and remain consistent with
investment grade parameters.  For the fiscal year ended
Dec. 31, 2005, cash flow coverage of interest was 5.7x with
debt/EBITDA approximating 2.0x.

The Rating Watch Positive status for WMB and TGPL acknowledges the
significant progress WMB has made toward:

   * achieving its stated debt reduction goals;

   * expanding the cash flow production of its retained integrated
     natural gas businesses; and

   * reducing overall credit risk.

In the coming weeks, Fitch expects to conduct a detailed
assessment of WMB's credit profile and business risk position.  
Key components of the review will include an analysis of WMB's
prospective financial performance under more conservative gas
price assumptions and the extent that recently executed offtake
agreements and other hedging activity has reduced the imputed debt
associated with WMB's off balance sheet power contract
obligations.


URBI DESARROLLOS: Fitch Rates Proposed $150 Mil. Sr. Notes at BB
----------------------------------------------------------------
Fitch Ratings assigned an international scale rating of 'BB' to
Urbi Desarrollos Urbanos, S.A. de C.V.'s proposed offering of up
to US$150 million senior notes due 2016.  Proceeds from the
offering will be used to repurchase local Certificados Bursatiles
issuances equivalent to approximately US$136 million (URBI03 and
URBI05) and repayment of other loans.  Additionally, Fitch has
affirmed Urbi's 'A+(mex)' national scale rating.  The Rating
Outlook for all ratings is Stable.

The ratings reflect Urbi's:

   * strong market position;
   * increasing geographic and customer diversification;
   * significant land reserve;
   * exposure to the developing Mexican mortgage market; and
   * manageable financial profile.

The company operates in the highly fragmented but rapidly
consolidating Mexican homebuilding industry and is the third
largest homebuilder in Mexico in terms of homes sold.

Urbi is well positioned to benefit from expected strong growth in
the homebuilding market in Mexico.  The company owns a significant
amount of land, predominately in:

   * Baja California,
   * Mexico City, and
   * Guadalajara,

providing the company with flexibility to meet growing demand for
new homes.

At the end of December 2005, the company had five years of land
reserves based on the volume of homes sold in 2005.  The
acquisition of land reserve has been primarily achieved through
seller-financed, deferred payments plans, which are on balance
sheet and generally have a term of less than three years.

Urbi is operationally solid and continues to benefit from its
strong revenue and unit growth.  Over the last five years,
revenues grew at a rapid 18.7% compound annual growth rate while
units sold increased from 14,636 to 24,865.  Over the same period,
the company has been able to maintain stable EBITDA margins of
approximately 24% by adhering to strict cost and expense controls
and managing production with commercial cycles.  In addition, the
strategic alliance signed with Outinord (manufacturer of concrete
molds) at the end of 2005, and the company?s technological
platform (Urbinet) are expected to have a positive impact on
operating performance, as a result of increased production and a
decrease in construction time (days).

Urbi has increased its geographic and product diversification over
the last several years.  Urbi currently operates in seven states
of the country and the Mexico City metropolitan area but remains
geographically concentrated in the economically strong Baja
California state.  Further penetration in:

   * Mexico City,
   * Monterrey, and
   * Guadalajara

should further increase geographic diversification.

In addition, the company continues to diversify its product mix
away from affordable entry level houses (i.e., low income), which
represented 69.4% of houses sold and 50% of revenues, down from
93% of houses sold in 2000, to low middle-income and high middle-
income homes.  The company's sales mix provides flexibility to
direct its commercial strategies according to market needs.

Urbi is exposed to liquidity risks and working capital constraints
associated with the timing of government-related mortgage funding
of low-income homes.  Financial institutions providing such
funding include:

   * Infonavit,
   * Sociedad Hipotecaria Federal, and
   * Fovissste.

While virtually all of the low-income housing is pre-sold with
pre-approved financing, low-income mortgages are only disbursed
following home completion and delivery to the buyer, which
typically takes two to four months.  Also, the timing of
disbursement may vary substantially depending on:

   * the location of the property (state);
   * the financial institution's available funding allocation; and
   * its backlog of pending funding.

The:

   * continued development of Mexico's mortgage market;
   * increasing alternatives of funding sources; and
   * increasing availability of credit in Mexico

are expected to somewhat lower these risks over the medium term
and support industry growth.

Urbi's liquidity and financial position is adequate to manage
these risks, and is consistent with the rating category.  Total
debt-to-EBITDA ended the year at 1.0x and has ranged between 1.0x
and 1.8x over the last several years.  The company's leverage
position is expected to gradually improve as EBITDA grows and
total debt remains at current levels.  Urbi's liquidity is solid
with a cash and marketable securities balance of Ps$1.8 billion
and short-term debt of Ps$743 million.  High levels of liquidity
adds financial flexibility to the company given the high working
capital requirements associated with the seasonality of the
construction cycle and timing of receipts of low-income mortgage
funding.  The proposed debt offering would result in an extended
maturity profile and further lower refinancing risks.

Urbi is one of the largest housing developers in Mexico.  The
company builds and sells houses mainly in the states of:

   * Baja California,
   * Sonora,
   * Sinaloa,
   * Chihuahua,
   * Nuevo Leon,
   * Aguascalientes,
   * Guadalajara, and
   * Mexico City's metropolitan area.

Urbi specializes in affordable entry-level and low middle-income
housing, although also participates in high middle-income and
upper-income housing segments.  In 2005 Urbi sold 24,865 houses
and earned Ps$8,194 million in revenues.


URBI DESARROLLOS: Moody's Puts Ba3 Rating on $150 Million Notes  
---------------------------------------------------------------
Moody's assigned a Ba3 senior unsecured rating to Urbi Desarrollos
Urbanos, S.A. de C.V.'s $150 million notes.  Moody's also assigned
a Ba3 corporate family rating to URBI.  This is the first time
Moody's has rated URBI, a homebuilder engaged in the development,
construction, marketing and sale of affordable, middle-income and
residential housing in Mexico.  The rating outlook is stable.  The
company is planning to issue the $150 million of senior unsecured
notes to refinance existing debt.

According to Moody's, the Ba3 rating reflects URBI's strong
financial position, and the financial flexibility that has allowed
it to respond effectively to the volatile Mexican property market.  
URBI has produced consistently sound profitability, and maintained
good liquidity, with a conservative capital structure.

The company is a public company with a solid corporate
infrastructure, which enhances transparency and governance. URBI
has modest independence on its board of directors, with three out
of nine members being independent.  The company's land bank, cost
controls, and firm technological platform support its strong
operating margins. URBI has been in business since 1981, and is a
public company traded on the Mexican Bolsa de Valores since 2004.

URBI has strong liquidity with more than $7 billion Mx pesos in
cash and availability on its committed bank lines.  URBI has
committed lines of credit with various banks totaling $5 billion
Mx pesos with an outstanding balance of $303 million pesos as of
Dec. 31, 2005.  The lines have various terms ranging from one year
to four years.  The company also has strong credit metrics. At
Dec. 31, 2005, URBI's EBITDA margin was 26%, its fixed charge
coverage was 5.75x and Debt/EBITDA was 1x.

URBI's primary credit challenges are its reliance on the Mexican
economic and political environment, and important role the
government plays in supporting housing policy, and the high costs
of land and land development.  Furthermore, the housing
development market is fragmented, and homes are built on a
predominately speculative basis, since URBI and other home
developers have the risk of finding homebuyers.  The funding of
homes remains concentrated with Sociedad Hipotecaria Federal,
INFONAVIT and FOVISSTE -- all government-related entities -- and
the timing of receipt of the mortgages funded by them can range
from three to twelve months.

The stable rating outlook reflects Moody's expectation that URBI
will maintain a conservative approach to leverage, and stable
earnings.  Moody's believes that URBI has solid franchise value,
with a well-recognized brand and good land reserves.  Furthermore,
Moody's expects that URBI will continue to focus on targeting all
segments of the housing market, while maintaining high quality
construction and good operating controls.

A rating upgrade would reflect a reduction in leverage, measured
as follows: debt to total assets below 10%, and debt to EBITDA
below 1x.  An upgrade would also be considered should operating
margins move to the low to mid 20% range, and EBITDA/Interest
approach 10x, all while the company continues to improve its
industry leadership.  A rating downgrade would result from debt to
total assets approaching 20%, fixed charge coverage falling below
4x, and operating margins falling below 15%.  A downgrade could
also result from a loss in falling out of top ten homebuilders in
terms of units sold, as well as from an adverse shift in the
Mexican Government's housing policy.

Urbi Desarrollos Urbanos is a publicly traded, fully integrated
homebuilder engaged in the development, construction, marketing
and sale of affordable housing in Mexico.  The firm reported
assets of $12.1 billion Mx pesos and equity of $6.7 billion Mx
pesos at Dec. 31, 2005.


URS CORP: Earns $82.5 Million of Net Income in Fiscal Year 2005
---------------------------------------------------------------
URS Corporation (NYSE: URS) disclosed its financial results for
the fiscal year ended December 30, 2005.  Revenues increased 16%
to $3,917.6 million from $3,382.0 million for the Company's 2004
fiscal year, which ended on October 31, 2004.

Net income for fiscal 2005 was $82.5 million including a pre-tax
charge of $33.1 million net of tax, related to $127.2 million of
note redemptions, the retirement of $10.0 million of the Company's
12-1/4% notes and $1.8 million of its 6-1/2% debentures, and the
restructuring of the Company's senior credit facility, all of
which took place during the first nine months of fiscal 2005.  Net
income for fiscal 2004 ended October 31, 2004, was $61.7 million.  
Net income for fiscal 2004 included a previously reported
pre-tax charge of $28.2 million related to note redemptions of
$260 million.  

During fiscal 2005, the Company repaid $238.4 million of debt,
including $127.2 million of note redemptions through the use
of cash on hand and proceeds from the Company's common stock
offering in the second quarter of fiscal 2005.  As a result, the
Company's debt to total capitalization ratio improved to 19% at
December 30, 2005, from 34% at December 31, 2004.

As of December 30, 2005, the Company's backlog was $3.84 billion,
compared to $3.63 billion as of December 31, 2004.

Commenting on the Company's financial results, Martin M. Koffel,
Chairman and Chief Executive Officer, stated: "URS delivered
strong financial results in 2005, driven by high growth rates in
our federal, state and local government and international business
sectors.  In addition, we benefited by shifting resources into
emerging areas of the domestic private sector market, including
assisting utility companies to comply with new environmental
regulations affecting coal-fired power plants."

Mr. Koffel continued: "Throughout the year, URS also benefited
from our focus on cash management and our deleveraging strategy.
URS generated $200.4 million in cash from operations in 2005 and
repaid $238.4 million of debt, including $127.2 million of note
redemptions through the use of proceeds from our common stock
offering in June.  These actions helped reduce interest expense by
48% for the year."

"Looking forward, we see favorable long-term trends in all of our
sectors, and have entered 2006 with the strongest book of business
in the Company's history.  We are well positioned to continue to
deliver top line growth and profits for our stockholders."

For the fourth quarter of fiscal 2005, the Company reported
revenues of $1.071 billion, net income of $25.9 million.  For
the fourth quarter of fiscal 2004 ended on October 31, 2004,
the Company reported revenues of $907.4 million, net income of
$26.1 million.

The Company noted that its change to a calendar fiscal year
resulted in a two-month transition period in November and December
2004 that is not indicative of any quarterly or annual periods.
The transition also makes it impractical to make meaningful net
income and EPS comparisons between the calendar fourth quarter
periods in 2004 and 2005.  However, URS has provided revenue
comparisons between the fourth quarter of fiscal 2005 and the
comparable calendar period in 2004 at the end of this release.

Weighted-average shares outstanding for purposes of calculating
diluted EPS were 50.4 million in the fourth quarter of fiscal
2005, compared with 44.6 million in the fourth quarter of fiscal
2004 ended on October 31, 2004.

                        Earnings Outlook

For fiscal 2006, the Company expects revenues of approximately
$4.1 billion.  Assuming it meets this revenue expectation, the
Company expects that net income will be approximately $110 million
and EPS will be approximately $2.12 for fiscal 2006.  The
Company's net income and EPS guidance for 2006 includes an
expected after tax impact of $10 million related to the
implementation of Statement of Financial Accounting Standards 123
(Revised), which requires that the costs of equity based
compensation be recognized in the financial statements.  In
addition, the Company expects its effective tax rate in 2006 to
be approximately 42%, consistent with 2005.  Finally, the
Company's weighted average shares outstanding for 2006 is expected
to be 52 million, compared with 47.8 million in 2005.  The
increase in weighted average shares outstanding primarily reflects
the full year impact of the Company's common stock offering in the
second quarter of fiscal 2005 and shares expected to be issued
pursuant to the Company's employee stock option and purchase
plans.

The Company expects to repay approximately $100 million of debt
during fiscal 2006.

Headquartered in San Francisco, URS Corporation --
http://www.urscorp.com/-- operates in more than 20 countries with  
approximately 29,000 employees providing engineering and technical
(professional planning, design, program and construction
management, and operations and maintenance) services to federal,
state and local governmental agencies as well as private clients
in the chemical, pharmaceutical, oil and gas, power,
manufacturing, mining and forest products industries.

                         *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on engineering services firm URS Corp. to 'BB+' from 'BB'
in July 2005.  Standard & Poor's also assigned a 'BB+' rating to
the company's $650 million senior secured bank facility.  S&P said
the outlook is stable.

Moody's Investors Service upgraded the credit ratings of URS
Corporation, with both the senior implied rating and the rating on
the $650 million senior secured credit facility moving to Ba1.  
Moody's said the ratings outlook is stable.


USG CORP: Del. Bankr. Court Approves Amended Disclosure Statement
-----------------------------------------------------------------
The Honorable Judith K. Fitzgerald approved, on April 7, 2006, the
Amended Disclosure Statement explaining the Amended Plan or
Reorganization filed by USG Corporation and its debtor-affiliates.

Judge Fitzgerald determined that the Amended Disclosure Statement
contained adequate information -- the right amount of the right
kind of information necessary for creditors to make an informed
decision.  The Debtors are now authorized to solicit acceptances
for the Amended Plan.  The Court allowed the Debtors to hire Logan
& Company, Inc., as voting agent.  

Ballots should be received by June 2, 2006, by the Voting Agent.   
Objection should be filed with the Court and received by the:

   (a) Debtors' counsel;
   (b) Creditors Committee's counsel;
   (c) Futures Representative's counsel; and
   (d) U.S. Trustee's counsel,

no later than 5:00 p.m., Eastern Time, on May 26, 2006.

Judge Fitzgerald will consider confirmation of the Debtors'
Amended Plan on June 15, 2006.

                        Terms of the Plan

As reported in the Troubled Company Reporter on Feb. 27, 2006, the
plan provides, among other things, for the creation of
an asbestos personal injury trust under Section 524(g) of the
Bankruptcy Code to satisfy all asbestos personal injury claims and
obligations against and equity interests in the Debtors.

The Plan will also implement the Debtors' agreement with the
Asbestos Personal Injury Committee and Dean M. Trafelet, the Legal
Representative for Future Asbestos Personal Injury Claimants, to
resolve all asbestos personal injury claims.

Under the Asbestos Agreement, USG will use its reasonable best
efforts to have the Effective Date of the Plan occur on or before
July 1, 2006.  Unless otherwise agreed in writing by the parties,
the agreement terminates if, among other things, the Effective
Date has not occurred on or before August 1, 2006.

Mr. DeFranceschi relates that the Effective Date will not occur
and the Plan will not be consummated unless and until a
Confirmation Order has been entered by the Bankruptcy Court and
fully affirmed by the District Court.

           Creation of Asbestos Personal Injury Trust

The Asbestos Personal Injury Trust will be established on the
Effective Date.  The Trust is intended to be a "qualified
settlement fund" within the meaning of the Treasury Regulations
issued under Section 468B of the Internal Revenue Code.

The Asbestos Personal Injury Trust aims to:

   (1) direct the processing, liquidation and payment of all
       Asbestos PI Claims in accordance with distribution
       procedures and order confirming the Plan;

   (2) preserve, hold, manage and maximize the assets of the
       Asbestos Personal Injury Trust for use in paying and
       satisfying Asbestos PI Claims; and

   (3) qualify at all times as a qualified settlement fund.

Under the Plan, the sole recourse of a PI Claimholder will be to
the Asbestos Personal Injury Trust, and that holder will have no
right whatsoever at any time to assert its PI Claim against any
"Protected Party," constituting:

   * any debtor, reorganized debtor or any affiliate;

   * any former or present director, officer or employee of any
     debtor but only in their capacity;

   * any stockholder;

   * any entity that becomes a direct or indirect transferee of
     or, successor to, any assets of any debtor or the Asbestos
     Personal Injury Trust;

   * any entity that makes a loan to any debtor or the Asbestos
     Personal Injury Trust, but only to the extent that debt is
     asserted to exist by reason of that entity becoming a
     lender or to the extent any pledge of assets made in
     connection with a loan is sought to be upset or impaired;

   * any entity alleged to be directly or indirectly liable for
     the conduct of, claims against or demands on any debtor,
     to the extent that alleged liability arises due to:

        -- an entity's ownership of a financial interest in any
           debtor or affiliate;

        -- an entity's involvement in the management of any
           Debtor;

        -- an entity's service as an officer, employee or any         
           entity that owns a financial interest in any debtor;

        -- an entity's involvement in a transaction changing
           the corporate structure, or in a loan or other
           financial transaction affecting the financial
           condition, of any party that owns a financial
           interest in any debtor, including, involvement in
           providing financing or advice and acquiring or
           selling a financial interest in any entity; or

   * any Settling Insurer, defined as any insurance asset
     entity that enters into a settlement prior to the
     conclusion of the Plan's confirmation hearing that is:

        -- sufficiently comprehensive in the determination of
           the Debtors, the PI Committee, and the Futures
           Representative to warrant treatment of those
           protected parties as to the Asbestos PI Claims
           channeled to the Asbestos Personal Injury Trust; and

        -- approved by the Bankruptcy Court.

The PI Trust will indemnify and hold each Protected Party
harmless from and against any PI Claim and related damages.

              Asbestos Personal Injury Trust Fund

According to Mr. DeFranceschi, the amounts the Debtors must pay
into the Asbestos Personal Injury Trust depend on whether the
Fairness in Asbestos Injury Resolution Act of 2005 or
substantially similar legislation is enacted and made law
pursuant to the Plan.

The Debtors will fund the Asbestos Personal Injury Trust:

   (a) On the Effective Date, the Debtors will pay $890,000,000
       and issue a $10,000,000 promissory note to the PI Trust,
       payable no later than December 31, 2006.  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.

   (b) On the Effective Date, the Debtors will issue one or
       more contingent payment notes aggregating $3,050,000,000
       to the PI Trust, which notes will be payable in the
       event that the FAIR Act of 2005 or any substantially
       similar legislation creating a national trust or similar
       fund has not been enacted and made law on or before the
       date -- Trigger Date -- that is 10 days after final
       adjournment of the 109th Congress of the United States.
       However:

          (i) If the FAIR Act is not enacted and made law on or
              before the Trigger Date, the obligations under
              the Contingent Payment Note will vest and the
              Reorganized Debtors will satisfy the Contingent
              Payment Note.

         (ii) If the FAIR Act is enacted and made law on or
              before the Trigger Date and is not subject to a
              constitutional challenge to its validity on or
              before 60 days after the Trigger Date, the
              obligations under the Contingent Payment Note
              will not vest and will be fully canceled.

        (iii) If the FAIR Act is enacted and made law on or
              before the Trigger Date but is subject to a
              Challenge Proceeding as of 60 days after the
              Trigger Date, the Debtors' obligations under the
              Contingent Payment Note will depend on whether
              the Challenge Proceeding is upheld:

              A) If the Challenge Proceeding is resolved by a
                 Final Order in that the FAIR Act is
                 unconstitutional in its entirety or as applied
                 to debtors in Chapter 11 cases whose plans of
                 reorganization have not yet been confirmed and
                 become substantially consummated, so that those
                 debtors will not be subject to the FAIR Act,
                 then the obligations under the Contingent
                 Payment Note will vest and the Reorganized
                 Debtors will satisfy the Contingent Payment
                 Note, with the first payment of $1.9 billion
                 being due within 30 days after the Final Order
                 and the second payment of $1.15 billion being
                 due within 180 days after the Final Order; and

              B) If the Challenge Proceeding is resolved by any
                 other Final Order, then the obligations under
                 the Contingent Payment Note will not vest and
                 the Contingent Payment Note will be fully
                 canceled.

Until the time as the Contingent Payment Note is either paid in
full or canceled, Reorganized USG will not declare any dividend
to the holders of its stock or repurchase its stock in an amount
that exceeds $150,000,000.

In addition, until the Contingent Payment Note is either paid in
full or canceled, the amount of the Reorganized Debtors'
indebtedness that is senior to the Contingent Payment Note will
be limited to:

   -- an exit financing facility not to exceed $750,000,000;

   -- amounts necessary to fund any Plan distributions, after
      taking into account available cash, including payments to
      the Asbestos Personal Injury Trust, the unsecured
      creditors and PD Claimholders;

   -- amounts necessary to fund the operations, capital
      expenditures and working capital of the Reorganized
      Debtors;

   -- other customary items like leases, hedging, interest rate
      protection, taxes and similar items;

   -- $125,000,000 general basket; and

   -- any refinancing.

As a result, Mr. DeFranceschi explains, if the FAIR Act is made
into law, the Debtors' payments for the PI Claims would be
limited to $900,000,000 -- an amount that the Debtors believe is
approximately what they would be required to pay into the
national trust fund contemplated by the current version of the
FAIR Act of 2005.

The PI Committee and the Futures Representative, after
consultation with the Debtors, will select individuals to serve
as Asbestos Personal Injury Trustees.

The Asbestos Personal Injury Trustees will implement the PI Trust
Distribution Procedures that will process and pay the unpaid
portion of the PI Claims' liquidated value generally on an
impartial, first-in, first-out basis, with the intention of
paying all claimants over time as equivalent a share as possible
of the claims value.

The Asbestos Personal Injury Trust will protect, defend,
indemnify and hold harmless, to the fullest extent, each
Protected Party from and against any Asbestos PI Claim and any
related damages.

                        A.P. Green Issues

The Asbestos Personal Injury Committee, the Asbestos Personal
Injury Futures Representative and the Asbestos Property Damage
Committee have asserted that the Debtors are liable for claims
arising from the sale of asbestos-containing products by A.P.
Green Refractories Co. and its successors.

A.P. Green was acquired by merger into U.S. Gypsum in 1967 and
became a publicly traded company in 1988.

The Plan, if confirmed, will channel all Asbestos Personal Injury
Claims asserted against the Debtors on account of or relating to
A.P. Green or any of its affiliates or predecessors, to the
Asbestos Personal Injury Trust, and those claims will be paid
pursuant to the Asbestos Personal Injury Trust Distribution
Procedures.

                         Sources of Cash

Mr. DeFranceschi informs Judge Fitzgerald that financing for the
Plan is expected to be provided from:

   (1) Cash

       The financial and operational performance of the
       Debtors' businesses during the reorganization cases has
       enabled them to accumulate almost $1,600,000,000 in cash
       and marketable securities.  Most of that cash will be
       used in funding the Plan.

   (2) Rights offering to USG stockholders

       The Debtors expect to raise $1,800,000,000 in new equity
       funding through a Rights Offering.  For each share of
       common stock outstanding on the record date, the
       stockholder will receive a right to purchase one new USG
       common share at $40.  If all stockholders  exercise their
       rights, the percentage ownership of each stockholder in
       USG will remain unchanged following the Rights Offering.
       The Rights Offering will be supported, subject to
       Bankruptcy Court approval, by a backstop equity agreement
       from Berkshire Hathaway Inc., USG's largest shareholder
       with approximately 15% of USG's shares and the Chairman of
       the Official Committee of Equity Security Holders.

   (3) New debt financing

       The Debtors expect to raise about $1,000,000,000 of debt
       financing in the second half of 2006 if the payments
       pursuant to the Contingent Payment Note become necessary.
       Terms of that 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.

   (4) Tax refunds

       The Debtors' transfers of cash to the Asbestos Personal
       Injury Trust, including payments of principal and
       interest on the Note and the Contingent Payment Note,
       are expected to produce tax deductions that will offset
       the Debtors' taxable income in the years in which the
       transfers are made and generate net operating losses in
       those years that may be carried back to 10 previous
       taxable years.  Based on the amount of taxes that they
       paid during the carry-back period, the Debtors expect to
       obtain refunds of around $1,100,000,000 assuming that
       the Debtors transfer a total of $3,950,000,000 to the
       Asbestos Personal Injury Trust.

                  Distributions Under the Plan

Mr. DeFranceschi relates that although asbestos property damage
claims will not be channeled to the PI Trust, the Debtors have
been making, and will continue to make, efforts to resolve all
Claims, including the unliquidated or disputed PD Claims.

Holders of stock interests in USG Corporation as of the Effective
Date will retain their shares and will have the right to purchase
additional reorganized USG's common stock in connection with a
rights offering.

Furthermore, Mr. DeFranceschi states that only the PI Claim
holders under Class 7, which will receive their distributions
from the Asbestos Personal Injury Trust, are entitled to vote on
the Plan.  All other classes are unimpaired because the Plan does
not modify the legal, equitable or contractual rights attaching
to the claims or interests of certain classes, other than by
curing defaults and reinstating maturities.  

Mr. DeFranceschi says that distributions to be made to holders of
Allowed Claims will be deemed made on the Effective Date or as
promptly as practicable, but in any event no later than 60 days
after the Effective Date or the later date when the applicable
conditions regarding cure payments for executory contracts and
unexpired leases, undeliverable distributions, or canceled
instruments or securities are satisfied.

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.

Reorganized USG will make all Distributions of cash, the Note,
the Contingent Payment Note and other instruments or documents
required under the Plan.  Each Disbursing Agent will serve
without bond, and any Disbursing Agent may employ or contract
with other entities to assist in or make the Distributions
required by the Plan.

On the Effective Date, each holder of an Allowed Claim will
receive the full amount of the Distributions.  On each quarterly
distribution date, distributions will also be made to holders of
Disputed Claims in any class that were allowed during the
preceding calendar quarter, to the extent not distributed earlier
at the discretion of the applicable Disbursing Agent.

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   

                         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.   


VENOCO INC: S&P Lifts $150 Million Notes' Rating to CCC+ from B-
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' ratings on
independent exploration and production company Venoco Inc. and
assigned its 'B-' rating and '2' recovery rating to the company's
$350 million five-year second-lien term loan.  The outlook is
stable.

In addition, the ratings for the company's $150 million in
outstanding senior unsecured notes are also raised to 'B-' from
'CCC+' as the notes will hold a second-priority lien and rank pari
passu with the new term loan in the interim period.  The ratings
affirmation follows the company's announcement that it will be
acquiring TexCal Energy.
     
Pro forma for the acquisition, Carpinteria, California-based
Venoco will have about $629 million in long-term debt.
      
"If Venoco is able to execute a planned public offering in the
near term as outlined, Standard & Poor's will reexamine (and
comment on) notching implications for the notes, as the senior
notes could revert to their unsecured status depending on the
potential repayment with regard to the second-lien term loan,"
said Standard & Poor's credit analyst Jeffrey B. Morrison.  "In
addition, ratings are dependent on the receipt of final lending
documents," he continued.
     
The stable outlook incorporates the expectation that Venoco will
maintain sufficient liquidity in the near term to fund capital
spending and increased debt service, and maintain current ratings.
A negative ratings action could result, however, if operating
performance deviates materially from expectations, especially as
the company's financial profile will be in a weaker position after
funding the acquisition of TexCal Energy.  

In the longer term, positive ratings actions will be dependent on
Venoco's ability to:

   * reduce leverage to more appropriate levels;
   * improve organic reserve replacement; and
   * demonstrate more consistent production growth.


VERILINK CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Verilink Corporation
        127 Jetplex Circle
        Huntsville, Alabama 35758

Bankruptcy Case No.: 06-80566

Type of Business: The Debtor develops, manufactures and
                  markets a broad suite of products that
                  enable telecommunication carriers,
                  service providers, international
                  enterprises to build converged access
                  networks for communications services.
                  See http://www.verilink.com

Chapter 11 Petition Date: April 9, 2006

Court: Northern District of Alabama (Decatur)

Debtor's Counsel: Robert McCay Dearing Mercer, Esq.
                  Powell Goldstein LLP
                  One Atlantic Center, 14th Floor
                  1201 West Peachtree Street
                  Atlanta, Georgia 30309
                  Tel: (404) 572-6976
                  Fax: (404) 572-6999

Total Assets: $37,221,000

Total Debts:  $23,913,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
The Kennedy Company              Stock Purchase      $2,400,000
12048 East Ida Circle
Englewood, CO 80111

Flash Electronics                Trade Debt          $1,053,054
45 Starboard Drive
Fremont, CA 94538

Arrow Electronics, Inc.          Trade Debt            $490,439
493 F Corporate Drive
Huntsville, AL 35805

Jack P. Reily                    Finder's Fee          $480,000
Reily Communications
Consulting
800 West 5th Street, suite 608
Austin, TX 78703

Zhone Technologies               Trade Debt            $414,758
71 Oakport Street
Oakland, CA 94621

Leigh Beldin                     Severance             $345,557
614 Cliffgate Lane
Castle Rock, CO 80108

Terayon Communication Systems    Trade Debt            $336,617
4988 Great America Parkway
Santa Clara, CA 95054

CM Solutions                     Trade Debt            $293,522
2674 South Harper Road
Corinth, MS 38834

HRH of Alabama, Inc.             Trade Debt            $138,869

Timothy R. Anderson              Severance             $106,448

Micro Ram Electronics, Inc.      Trade Debt             $83,473

Tom Abernathy                    Severance              $78,562

JT Communications, Inc.          Trade Debt             $71,879

C&C Fabrication Co., Inc.        Trade Debt             $64,185

Blue Cross/Blue Shield           Insurance Premiums     $61,675

RS Electronics                   Trade Debt             $59,983

NComm, Inc.                      Trade Debt             $55,000

JP Electronics                   Trade Debt             $41,148

Stephen Gould Corp.              Trade Debt             $39,816

Qualtech Backplane               Trade Debt             $39,007


VISTEON CORP: Fitch Downgrades Sr. Unsecured Debt Rating to CCC-
----------------------------------------------------------------
Fitch Ratings downgraded Visteon Corporation as:

   -- Issuer Default Rating to 'CCC' from 'B'
   -- Senior secured bank facility to 'B/RR1' from 'BB/RR1'
   -- Senior unsecured debt to 'CCC-/RR5' from 'B/RR4'

The downgrade reflects:

   * Fitch's view that Visteon will be challenged to produce
     positive free cash flow through 2008 due to the decline in
     Ford-related revenues (that the company projects will be more
     than offset by growth in non-Ford revenues);

   * the extent of the company's restructuring activities over the
     near-term;

   * Visteon's product portfolio; and

   * uncertain profitability of newly-booked business given the
     company's evolving cost structure.

Although liquidity in the short-term remains adequate, Visteon has
stated that it is seeking an amended or replacement bank facility
to meet maturities in 2006 and 2007.  In the absence of a new bank
agreement and in the event that EBITDA improvement over 2005
results does not occur, a violation of financial covenants could
occur.

Recovery ratings on the senior secured bank facility remain at
'RR1' (full recovery expected) due to the collateral package that
includes substantially all domestic assets plus a pledge of
capital stock of 65% of many first-tier foreign subsidiaries.
Although North American manufacturing assets could be of limited
value in a stress scenario, receivables and inventory, plus the
stock in many international subsidiaries should provide full
coverage for the bank facilities.  Fitch expects that any new or
amended bank facility would be well-collateralized, although
additional access to capital may be limited.  The recovery rating
on Visteon's unsecured debt has been downgraded to 'RR5' (below -
average recovery value of 10-30%) from 'RR4' based on the limited
value of the assets that would remain following repayment of the
secured facilities.

Ford-related revenues are projected to continue to decline
steadily for the foreseeable future due to:

   * production declines at Ford;

   * contractual price decreases; and

   * the probability that Ford will continue to book business away
     from Visteon.

Scheduled production declines over the short term at Ford will be
supplemented by an acceleration of facility closures at Ford under
its longer-term restructuring plan, producing significant revenue
pressure at Visteon.

Visteon's substantial restructuring over the next several years
includes the expected closure or disposition of 23 plants as well
as a significant reduction in salaried and administrative cost.
The extent and timetable of this restructuring indicates that
Visteon's near-term cost structure will remain highly uncertain.
As a result, the profitability of newly-booked business also
remains uncertain.  Given:

   * the rapid pace of change in the industry,
   * the lack of technology-driven,
   * sustainable-margin products, and
   * Visteon's revenue pressures,

more extensive restructuring efforts could be required.  

Fitch views Visteon's ability to produce positive cash flow
through the next three years as questionable.  Visteon management
anticipates an improvement in 2006 profitability as a result of
previous cost saving actions taken in 2005.  The transaction with
Ford provided substantial relief from legacy liabilities and
unprofitable assets, and also substantially enhanced the operating
flexibility in North America by flowing all UAW workers under a
national agreement back to Ford.

The downgrade also reflects further balance sheet degradation,
which is expected to continue in the absence of positive free cash
flow.  Liquidity includes approximately $865 million in cash as of
Dec. 31, 2005, although a majority of this is held overseas.
Visteon had approximately $321 million in availability under its
bank agreements.  Existing bank covenants will tighten in the
third and fourth-quarter 2006 (4Q'06), and improvement in EBITDA
versus 2005 will be needed to avoid a violation.

Facing this prospect and due to the maturity of $1.1 billion in
debt through mid-2007, Visteon is seeking to amend or replace its
existing bank facilities.  The banks are likely to negotiate a
well-collateralized facility, which could limit the amount of
availability under any new facility.  Visteon also has access to
$400 million in an escrow fund, which was set up at the time of
the agreement with Ford in order to finance restructuring
activities at Visteon.

Visteon remains heavily dependent on former parent Ford's North
American operations.  The North American operations of Ford will
represent about 24% of Visteon's post-Ford-transaction total
annual revenue while total sales to Ford Motor Co. will represent
around 50%.  Year-to-date North American Ford production has
declined by 55,921 units or 6.5% versus the same period last year.

Despite shedding high-cost domestic facilities, Visteon's fourth
quarter operating performance was below Fitch's expectations.
EBITDA for the quarter and full year was $21 million and $203
million, respectively.  Total Debt-to-Operating EBITDA at the end
of 2005 was 9.8x while Operating EBITDA-to-Gross Interest Expense
was 0.5x.  Free cash flow was negative $148 million, being
adversely affected by working capital run-off in the quarter as a
result of the Ford transaction.

While debt levels were only modestly higher than expectations at
Dec. 31, 2005, Visteon's debt has substantially increased during
1Q'06 as the company completed a $350 million term loan
transaction on Jan 9.  Along with other off-balance sheet debt
including operating leases and foreign securitization and
factoring, 1Q'06 total adjusted debt could be above $3 billion
versus $2.8 billion at the end of 4Q'05.  Even though the total
amount of Visteon debt has gone up since the end of 2005, the
company believes that it will be in compliance with its bank
covenant leverage ratio of 4.75x due to improved profitability.


WILDMINT 615: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Wildmint 615, LLC
        1160 Haisley Road
        Prescott, Arizona 86303

Bankruptcy Case No.: 06-00936

Debtor affiliate filing separate chapter 11 petition:

      Entity                      Case No.
      ------                      --------
      Rector 42, LLC              06-00937

Chapter 11 Petition Date: April 6, 2006

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum

Debtors' Counsel: Scott B. Cohen, Esq.
                  Sacks Tierney, P.A.
                  4250 North Drinkwater Boulevard, 4th Floor
                  Scottsdale, Arizona 85251
                  Tel: (480) 425-2616
                  Fax: (480) 970-4610

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtors' Consolidated List of their 14 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Siemens Financil Services, Inc.  Judgment            $6,155,104
5300 Broken Sound Boulevard
Northwest
Boca Raton, FL 33487-3509

Siemens Medical Solutions        Judgment            $1,751,667
USA, Inc.
c/o Corporation Trust Co.
1209 Orange Street
Wilmington, DE 19801

CIT Financial USA Inc.           Judgment              $869,429
One CIT Drive #1320-1
Livingston, NJ 07039

Wells Fargo Bank Arizona N.A.    Judgment              $409,809
100 West Washington Street
Phoenix, AZ 85003

Stephanie Darcy                  Real Estate           $250,000
2800 Neilson Way, #1508          Improvements/
Santa Monica, CA 90405           Mortgage Payments

G.M.K. Assets Corporation        Judgment              $250,000

Fresno County Tax Collector      Real Property Taxes    $17,428

Arizona Medical Board            Lawsuit Pending         $3,700

Arizona Wholesale Supply Co.     Judgment                $2,484

Building Trends                  Judgment               Unknown

Creditors Trade                  Lawsuit Pending        Unknown
Association Inc.

Darlene Gee                      Unliquidated           Unknown

David Bittner                    Unliquidated           Unknown

Emmanuel Community               Lawsuit Pending        Unknown
Baptist Church


WINN-DIXIE: Competing Bids for BSL Shares Must Be In By May 11
--------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to:

    (a) exercise their consent to the sale by W-D (Bahamas) Ltd.,
        of shares of common stock of Bahamas Supermarkets Limited
        pursuant to the terms of a Share Purchase Agreement dated
        March 29, 2006, to BK Foods, Ltd., or the party submitting
        the highest or otherwise best offer for the shares;

    (b) enter into a transition services agreement by which the
        Debtors will continue to provide the Purchaser under the
        Agreement with services related to the operation and
        management of the businesses which the Debtors currently
        provide to BSL; and

    (c) enter into a non-competition agreement by which the
        Debtors will refrain from competing with the Purchaser for
        a period of two years.

W-D (Bahamas) is a subsidiary of the Debtors, which owns
3,546,085 of the issued and outstanding shares of common stock of
BSL.

BSL operates 12 supermarkets in the Bahamas under the Debtors and
City Markets banners.  Neither W-D (Bahamas) nor BSL is a debtor
in the Debtors' Chapter 11 cases.

Because W-D (Bahamas) is a holding company, it would dividend all
proceeds from the sale of the Shares up to the Debtors, including
amounts necessary to pay Graham, Thompson & Co., legal counsel in
the Bahamas to W-D (Bahamas) in connection with the sale of the
Shares.  BK Foods presented the Debtors with the most attractive
offer for the Shares.

                     Share Purchase Agreement

On March 29, 2006, W-D (Bahamas) and BK Foods entered into a
Share Purchase Agreement.  Pursuant to the Agreement, upon the
satisfaction of several conditions, W-D (Bahamas) is obligated to
transfer all of its right, title and interest in and to the
Shares to the Purchaser.

The aggregate purchase price under the Agreement is 50,000,000
Bahamian dollars.  An auction will be held on May 15, 2006.

Conditions to Closing include:

    (a) the Debtors obtaining Court authority to exercise their
        consent to the execution of the Agreement by W-D
        (Bahamas); and

    (b) the Purchaser and Seller's satisfaction of their "Required
        Statutory Approvals," as stated in the Agreement.

A full-text copy of the Share Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?7a0

The parties will enter into a Transition Services Agreement to
ensure that management and operational know-how regarding the
operation of the businesses will be transferred by the Debtors in
an orderly fashion to the Purchaser.  Unless the Purchaser
exercises its right to terminate for convenience, for breach or
for an event of force majeure, the Transition Services Agreement
will run for 12 months.  The Debtors will receive a fee for the
transition services performed, which fee will approximate
$1,000,000, exclusive of amounts that the Debtors are entitled to
receive in connection with procurement services performed for the
Purchaser.

A full-text copy of the Transition Services Agreement is
available for free at http://ResearchArchives.com/t/s?7a1
    
The parties' Non-Competition Agreement is intended to ensure
that, for a limited period of time (two years), the Purchaser is
able to benefit from its purchase without the threat of
competition from Winn-Dixie.

A full-text copy of the Non-Competition Agreement is available
for free at http://ResearchArchives.com/t/s?7a2

Although the Shares are being sold by a non-debtor, the Debtors
recognize that the execution of the Shareholder Consent may, in
and of itself, constitute a disposition of property of the estate
that is outside of the ordinary course of business.  Accordingly,
the Debtors believe they should obtain Court authority for their
execution of the Shareholder Consent.

Additionally, the Transition Services Agreement and the Non-
Competition Agreement constitute transactions that are outside of
the ordinary course of business and, thus, require Court
approval.  The Debtors believe that the terms of the Transition
Services Agreement and the Non-Competition Agreement are fair and
reasonable and that the execution of the agreements is a
necessary component of the overall transaction structure.

                              Auction

If one or more Qualified Competing Bids are timely received, an
auction will be held for the Shares at 10:00 a.m. on May 15,
2006.

The deadline to file Qualified Competing Bids is May 11, 2006, at
5:00 p.m., Eastern Daylight Time.  Bids must be served on:

      The Blackstone Group L.P.
      Attention: Ramesh Chakrapani/Michael Kovacs
      345 Park Avenue, 29th Floor
      New York, NY 10154
      chakrapani@blackstone.com
      kovacs@blackstone.com

Among other things, competing bids must exceed the purchase price
by at least $1,500,000.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Blackstone Engagement Amended to Include Bahamas Unit
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on June 13, 2005,
the U.S. Bankruptcy Court for the Middle District of Florida
approved Winn-Dixie Stores, Inc., and its debtor-affiliates'
modified application to employ The Blackstone Group, L.P., as
their restructuring consultant.

                  Blackstone Retention Supplement

The Debtors ask the Court to approve their supplement to the
terms of their previously approved retention of The Blackstone
Group, L.P., to include financial advisory services that the firm
will provide in connection with the Debtors' disposition of their
interests in supermarket operations in the Bahamas.

The Debtors also seek the Court's authority to pay Blackstone on
the terms provided in their amended letter agreement dated
March 16, 2006.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that the Debtors have asked Blackstone to
identify and investigate potential purchasers and transaction
structures for the sale of their Bahamas Operations.

In November 2005, Blackstone began a marketing process targeting
selected potential purchasers.  After significant analysis and
based on Blackstone's assistance, the Debtors determined that the
best structure for a sale of the Bahamas Operations would be a
sale by W-D (Bahamas) Ltd., a non-Debtor subsidiary, of shares in
Bahamas Supermarkets Limited, also a non-Debtor subsidiary, that
operates the Bahamas Operations.

After the marketing process conducted by Blackstone, the Debtors
determined that BK Foods, Ltd., has presented the most attractive
offer for the Shares.  Accordingly, on March 29, 2006, W-D
Bahamas and BK Foods entered into a share purchase agreement for
sale of the Shares to BK Foods, subject to certain contingencies.

The SPA also contemplates the opportunity for the submission of
higher and better offers from other potential purchasers through
an auction process.

Mr. Baker asserts that Blackstone's involvement in the Sale
Process is essential to ensure that the Debtors' estates obtain
maximum value from any sale of the Bahamas Operations.  Although
the current terms of Blackstone's retention contemplate that
Blackstone will provide a variety of services in connection with
potential transactions, they do not specifically encompass the
provision of Blackstone's services related to the Sale Process,
nor do they provide for payment to Blackstone in consideration
for those services.

In connection with the Sale Process, Blackstone is expected to:

    (a) assist the Debtors in the preparation of marketing
        materials with respect to the Sale Process;

    (b) assist the Debtors in identifying and contacting potential
        buyers of the Bahamas Operations and parties-in-interest
        to the Sale Process;

    (c) assist the Debtors with respect to the due diligence
        efforts of third parties in connection with the Sale
        Process;

    (d) assist and advise the Debtors concerning the terms,
        conditions, and impact of the proposed sale of the Bahamas
        Operations;

    (e) evaluate competing offers for the sale of the Bahamas
        Operations, including valuations, contingencies, and
        financing requirements;

    (f) assist the Debtors in the negotiation of definitive
        documentation regarding a potential sale of the Bahamas
        Operations; and

    (g) provide the Debtors with other advisory services as are
        customarily provided in connection with the sale of the
        Bahamas Operations.

The Debtors propose to pay Blackstone a $1,125,000 fee.
Blackstone will earn the Bahamas Transaction Fee only upon
consummation of a sale of the Bahamas Operations, Mr. Baker
assures Judge Walrath.

Mr. Baker ascertains that:

    (a) Blackstone has had no affiliation with any identified
        parties-in-interest with respect to the sale of the
        Bahamas Operations, or their attorneys and accountants;
        and

    (b) Blackstone is a "disinterested person" within the meaning
        of Sections 101(14) and 327(a) of the Bankruptcy Code.

Except as supplemented, the parties have agreed that the terms of
Blackstone's retention in the Debtors' Chapter 11 cases will
otherwise remain the same.

According to Mr. Baker, the Creditors Committee has informed the
Debtors that it supports the Supplement to Blackstone's
retention.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Plan-Filing Period Extended Until June 29
-----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to further
extend their exclusive periods to:

    (a) propose one or more plans of reorganization to June 29,
        2006; and

    (b) solicit acceptances of those plans to Aug. 29, 2006.

In the interim, the Debtors ask the Court to extend their
Exclusive Plan Proposal Period until the April 20, 2006, omnibus
hearing, or until a final ruling is entered with respect to their
Extension Motion.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that since March 9, 2006, the Debtors have
continued to engage in discussions with the Official Committee of
Unsecured Creditors regarding the appropriate structure of, and
terms for, a plan of reorganization.

Mr. Baker tells the Court that the most significant open issue
remains the treatment of unsecured claims against each
of the individual affiliated Debtors, or in the alternative,
consideration of the substantive consolidation of the Debtors'
estates.

Mr. Baker relates that the Debtors have, over the past several
months, provided representatives of the Creditors Committee with
documents and analyses regarding the Substantive Consolidation
Issue.  The Debtors have shared the information with
representatives of the indenture trustee for the Debtors'
publicly traded notes, and are in the process of sharing the
information with representatives of an ad hoc committee of trade
creditors.

Although discussions with respect to the Substantive
Consolidation Issue are continuing in earnest, the creditor
constituencies have not yet reached a consensus on this issue.
Thus, negotiations will not be completed prior to the expiration
of the current Exclusive Proposal Period, Mr. Baker says.

Representatives of the major creditor constituencies agree that
an extension of the Debtors' exclusive periods would enhance the
chances that creditors might reach a consensus on the Substantive
Consolidation Issue, Mr. Baker tells the Court.

The Debtors intend to continue refining their business plan and
providing representatives of the Creditors Committee and other
parties-in-interest with documents that will help them in
understanding the facts underlying the Substantive Consolidation
Issue.

If, at the end of the extension period, the Debtors and the
Creditors Committee cannot agree on a Plan treatment of the
Substantive Consolidation Issue, the Debtors intend to file a
plan of reorganization that proposes to compromise the
Substantive Consolidation Issue on terms that will be fair to all
creditor constituencies and preferable to the risk, expense, and
delay otherwise attendant to extended litigation of those issues,
Mr. Baker tells the Court.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000).


* Susman Godfrey Plans to Open Office in New York City
------------------------------------------------------
Susman Godfrey L.L.P. reported the opening of an office in New
York City, adding a fifth office to the firm's current line-up of
four offices, located in Houston, Dallas, Los Angeles, and
Seattle.

The firm's founder, Stephen D. Susman, will start the New York
office for the firm.  Mr. Susman said: "While our firm is often on
a short list of candidates for handling major commercial
litigation anywhere in the nation, we assume that there are other
types of commercial cases arising in New York that we would get an
opportunity to handle if we had an office there."

In January 2005, the firm was named one of the top two litigation
boutiques in the country by The American Lawyer.  During the
course of the last 25 years, the firm has won some of the biggest
cases in U.S. history, including:

     * Samsung v. Texas Instruments, Inc., in which it won a $1.1
       billion settlement on behalf of Texas Instruments;

     * the $536 million jury verdict on counterclaim in El Paso
       Natural Gas Co., et al., v. GHR Energy Corp.; and

     * the Corrugated Container Antitrust case, where it won a
       verdict for the plaintiffs, and the case eventually settled
       for $500 million.

It has always been one of the top plaintiff's antitrust trial
firms in the country and recently it has become one of the top
patent infringement trial firms as well.

In addition to their "results driven" attitude, the firm received
national attention this past January when their associates
received bonuses that almost matched their annual salaries.

"It was a big year for me," said Brooke Taylor, a fifth-year
associate at Susman Godfrey who received a bonus that was
"very close to 100%" of her annual salary, which she said was
$130,000.

The New York office will concentrate on representing plaintiffs on
a contingent fee basis in antitrust, intellectual property,
securities, and accounting malpractice litigation.

Susman Godfrey L.L.P. -- http://www.susmangodfrey.com/-- is a law  
firm with more than 75 lawyers in Houston, Dallas, Los Angeles,
and Seattle.  Founded in 1980, the firm represents plaintiffs and
defendants in a broad range of commercial litigation matters,
including antitrust, patent and intellectual property, securities
and corporate governance litigation, energy, commercial and
products liability litigation, bankruptcy and financial
restructuring, accounting malpractice, arbitration, and foreign
and international litigation matters.


* BOND PRICING: For the week of Apr. 3 - Apr. 7, 2006
-----------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  12/31/04     0
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     3
Adelphia Comm.                        6.000%  02/15/06     2
Adelphia Comm.                        7.500%  01/15/04    57
Adelphia Comm.                        7.750%  01/15/09    60
Adelphia Comm.                        7.875%  05/01/09    59
Adelphia Comm.                        8.125%  07/15/03    60
Adelphia Comm.                        8.375%  02/01/08    58
Adelphia Comm.                        9.250%  10/01/02    59
Adelphia Comm.                        9.375%  11/15/09    60
Adelphia Comm.                        9.500%  02/15/04    64
Adelphia Comm.                        9.875%  03/01/05    57
Adelphia Comm.                        9.875%  03/01/07    59
Adelphia Comm.                       10.250%  06/15/11    61
Adelphia Comm.                       10.250%  11/01/06    58
Adelphia Comm.                       10.500%  07/15/04    62
Adelphia Comm.                       10.875%  10/01/10    56
AHI-Dflt07/05                         8.625%  10/01/07    68
Allegiance Tel.                      11.750%  02/15/08    40
Allegiance Tel.                      12.875%  05/15/08    32
Amer & Forgn Pwr                      5.000%  03/01/30    68
Amer Color Graph                     10.000%  06/15/10    71
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
Ames Dept Stores                     10.000%  04/15/06     0
AMR Corp.                            10.290%  03/08/21    73
Antigenics                            5.250%  02/01/25    55
Anvil Knitwear                       10.875%  03/15/07    53
AP Holdings Inc                      11.250%  03/15/08    15
Archibald Candy                      10.000%  11/01/07     7
Armstrong World                       6.350%  08/15/03    74
Armstrong World                       6.500%  08/15/05    74
Armstrong World                       7.450%  05/15/29    74
Armstrong World                       9.000%  04/17/01    62
Armstrong World                       9.000%  06/15/04    72
Arvin Capital I                       9.500%  02/01/27    70
Asarco Inc.                           7.875%  04/15/13    71
Asarco Inc.                           8.500%  05/01/25    75
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     4
ATA Holdings                         13.000%  02/01/09     1
Atlantic Coast                        6.000%  02/15/34    17
Atlas Air Inc                         8.010%  01/02/10    61
Autocam Corp.                        10.875%  06/15/14    68
Avado Brands Inc                     11.750%  06/15/09     1
Aviation Sales                        8.125%  02/15/08    44
Avondale Mills                       10.250%  07/01/13    72
Banctec Inc                           7.500%  06/01/08    75
Bank New England                      8.750%  04/01/99     7
Bank New England                      9.500%  02/15/96     5
BBN Corp                              6.000%  04/01/12     0
Big V Supermkts                      11.000%  02/15/04     0
Budget Group Inc.                     9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    56
CCH II/CCH II CP                     10.250%  01/15/10    56
Cell Therapeutic                      5.750%  06/15/08    48
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                      8.625%  04/01/09    71
Charter Comm Hld                      9.625%  11/15/09    70
Charter Comm Hld                     10.000%  04/01/09    72
Charter Comm Hld                     10.000%  05/15/11    55
Charter Comm Hld                     10.750%  10/01/09    72
Charter Comm Hld                     11.125%  01/15/11    56
Charter Comm Inc                      5.875%  11/16/09    70
Cherokee Int'l                        5.250%  11/01/08    70
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                   9.920%  04/01/14    52
CIH                                  10.000%  05/15/14    52
CIH                                  11.125%  01/15/14    53
Ciphergen                             4.500%  09/01/08    72
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    33
Comcast Corp.                         2.000%  10/15/29    43
Compudyne Corp.                       6.250%  01/15/11    75
Concentric Network                   12.750%  12/15/07     0
Coyne Intl Enter                     11.250%  06/01/08    72
CPNL-Dflt12/05                        4.750%  11/15/23    31
CPNL-Dflt12/05                        6.000%  09/30/14    25
CPNL-Dflt12/05                        7.625%  04/15/06    60
CPNL-Dflt12/05                        7.750%  04/15/09    60
CPNL-Dflt12/05                        7.750%  06/01/15    27
CPNL-Dflt12/05                        7.875%  04/01/08    61
CPNL-Dflt12/05                        8.500%  02/15/11    38
CPNL-Dflt12/05                        8.625%  08/15/10    39
CPNL-Dflt12/05                        8.750%  07/15/07    62
CPNL-Dflt12/05                       10.500%  05/15/06    60
Cray Inc.                             3.000%  12/01/24    73
Cray Research                         6.125%  02/01/11    32
Curative Health                      10.750%  05/01/11    61
Dal-Dflt09/05                         9.000%  05/15/16    25
Dana Corp                             5.850%  01/15/15    64
Decorative Home                      13.000%  06/30/02     0
Decrane Aircraft                     12.000%  09/30/08    73
Delco Remy Intl                       9.375%  04/15/12    48
Delco Remy Intl                      11.000%  05/01/09    52
Delphi Auto Syst                      7.125%  05/01/29    62
Delphi Corp                           6.500%  08/15/13    59
Delphi Trust II                       6.197%  11/15/33    34
Delta Air Lines                       2.875%  02/18/24    22
Delta Air Lines                       7.541%  10/11/11    65
Delta Air Lines                       7.700%  12/15/05    24
Delta Air Lines                       7.900%  12/15/09    26
Delta Air Lines                       8.000%  06/03/23    22
Delta Air Lines                       8.187%  10/11/17    65
Delta Air Lines                       8.270%  09/23/07    70
Delta Air Lines                       8.300%  12/15/29    26
Delta Air Lines                       8.540%  01/02/07    33
Delta Air Lines                       8.540%  01/02/07    43
Delta Air Lines                       8.950%  01/12/12    70
Delta Air Lines                       9.200%  09/23/14    67
Delta Air Lines                       9.250%  03/15/22    23
Delta Air Lines                       9.300%  01/02/10    75
Delta Air Lines                       9.320%  01/02/09    56
Delta Air Lines                       9.375%  09/11/07    72
Delta Air Lines                       9.750%  05/15/21    25
Delta Air Lines                       9.875%  04/30/08    64
Delta Air Lines                      10.000%  05/17/10    71
Delta Air Lines                      10.000%  06/01/10    63
Delta Air Lines                      10.000%  06/01/11    46
Delta Air Lines                      10.000%  06/05/11    59
Delta Air Lines                      10.000%  06/05/13    59
Delta Air Lines                      10.000%  08/15/08    26
Delta Air Lines                      10.000%  12/05/14    46
Delta Air Lines                      10.060%  01/02/16    66
Delta Air Lines                      10.080%  06/16/07    59
Delta Air Lines                      10.125%  05/15/10    25
Delta Air Lines                      10.125%  06/16/09    61
Delta Air Lines                      10.125%  06/16/10    60
Delta Air Lines                      10.375%  02/01/11    25
Delta Air Lines                      10.375%  12/15/22    31
Delta Air Lines                      10.500%  04/30/16    75
Discovery Zone                       13.500%  08/01/02     0
Diva Systems                         12.625%  03/01/08     1
Dura Operating                        9.000%  05/01/09    49
Dura Operating                        9.000%  05/01/09    51
DVI Inc                               9.875%  02/01/04    11
Dyersburg Corp                        9.750%  09/01/07     0
Eagle Family Food                     8.750%  01/15/08    73
Eagle Food Centre                    11.000%  04/15/05     1
Eagle-Picher Inc                      9.750%  09/01/13    70
Encompass Service                    10.500%  05/01/09     0
Encysive Pharmacy                     2.500%  03/15/12    70
Enrnq-Dflt05/05                       7.375%  05/15/19    39
Epix Medical Inc.                     3.000%  06/15/24    65
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.250%  07/01/08     0
Fedders North AM                      9.875%  03/01/14    65
Federal-Mogul Co.                     7.375%  01/15/06    44
Federal-Mogul Co.                     7.500%  01/15/09    41
Federal-Mogul Co.                     8.160%  03/06/03    43
Federal-Mogul Co.                     8.250%  03/03/05    38
Federal-Mogul Co.                     8.330%  11/15/01    37
Federal-Mogul Co.                     8.370%  11/15/01    38
Federal-Mogul Co.                     8.370%  11/15/01    43
Federal-Mogul Co.                     8.800%  04/15/07    43
Finova Group                          7.500%  11/15/09    35
FMXIQ-DFLT09/05                      13.500%  08/15/05    40
Foamex L.P.-DFLT                      9.875%  06/15/07    42
Ford Motor Co                         6.500%  08/01/18    67
Ford Motor Co                         6.625%  02/15/28    66
Ford Motor Co                         7.125%  11/15/25    70
Ford Motor Co                         7.400%  11/01/46    66
Ford Motor Co                         7.500%  08/01/26    70
Ford Motor Co                         7.700%  05/15/97    70
Ford Motor Co                         7.750%  06/15/43    65
Ford Motor Co                         8.875%  01/15/22    75
Ford Motor Cred                       5.650%  01/21/14    73
Ford Motor Cred                       5.750%  01/21/14    74
Ford Motor Cred                       5.750%  02/20/14    71
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.900%  02/20/14    74
Ford Motor Cred                       6.000%  02/20/15    72
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  11/20/14    71
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    74
Ford Motor Cred                       6.050%  02/20/14    74
Ford Motor Cred                       6.050%  02/20/15    73
Ford Motor Cred                       6.050%  03/20/14    74
Ford Motor Cred                       6.050%  04/21/14    75
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.100%  02/20/15    73
Ford Motor Cred                       6.150%  01/20/15    73
Ford Motor Cred                       6.150%  12/22/14    73
Ford Motor Cred                       6.200%  03/20/15    74
Ford Motor Cred                       6.200%  04/21/14    75
Ford Motor Cred                       6.250%  01/20/15    74
Ford Motor Cred                       6.250%  03/20/15    74
Ford Motor Cred                       6.300%  05/20/14    75
Ford Motor Cred                       6.350%  04/21/14    75
Ford Motor Cred                       6.500%  03/20/15    74
Ford Motor Cred                       7.250%  08/20/32    67
Gateway Inc.                          2.000%  12/31/11    71
General Motors                        7.125%  07/15/13    73
General Motors                        7.400%  09/01/25    66
General Motors                        7.700%  04/15/16    71
General Motors                        8.100%  06/15/24    65
General Motors                        8.250%  07/15/23    69
General Motors                        8.375%  07/15/33    72
General Motors                        8.800%  03/01/21    71
General Motors                        9.400%  07/15/21    72
Global Health SC                     11.000%  05/01/08     3
GMAC                                  5.350%  01/15/14    74
GMAC                                  5.750%  01/15/14    75
GMAC                                  5.850%  06/15/13    75
GMAC                                  5.900%  01/15/19    72
GMAC                                  5.900%  01/15/19    72
GMAC                                  5.900%  02/15/19    72
GMAC                                  5.900%  10/15/19    71
GMAC                                  6.000%  02/15/19    72
GMAC                                  6.000%  02/15/19    72
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  04/15/19    73
GMAC                                  6.000%  09/15/19    72
GMAC                                  6.000%  09/15/19    73
GMAC                                  6.050%  08/15/19    70
GMAC                                  6.050%  08/15/19    72
GMAC                                  6.050%  10/15/19    75
GMAC                                  6.100%  09/15/19    73
GMAC                                  6.125%  10/15/19    74
GMAC                                  6.150%  09/15/19    72
GMAC                                  6.200%  04/15/19    71
GMAC                                  6.250%  01/15/19    74
GMAC                                  6.250%  04/15/19    74
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.250%  07/15/19    74
GMAC                                  6.250%  12/15/18    74
GMAC                                  6.300%  08/15/19    74
GMAC                                  6.350%  04/15/19    74
GMAC                                  6.350%  07/15/19    74
GMAC                                  6.350%  07/15/19    74
GMAC                                  6.400%  11/15/19    74
GMAC                                  6.400%  11/15/19    74
GMAC                                  6.400%  12/15/18    74
GMAC                                  6.500%  02/15/20    74
GMAC                                  6.650%  02/15/20    75
GMAC                                  6.800%  10/15/18    75
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    74
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    74
Gulf States Stl                      13.500%  04/15/03     0
Horizon Fin Corp                     11.750%  05/08/09     0
Incyte Corp                           3.500%  02/15/11    74
Inland Fiber                          9.625%  11/15/07    62
Insight Health                        9.875%  11/01/11    54
Insilco Corp                         12.000%  08/15/07     0
Iridium LLC/CAP                      10.875%  07/15/05    27
Iridium LLC/CAP                      11.250%  07/15/05    27
Iridium LLC/CAP                      13.000%  07/15/05    26
Iridium LLC/CAP                      14.000%  07/15/05    26
Isolagen Inc.                         3.500%  11/01/24    57
JL French Auto                       11.500%  06/01/09     0
Jordan Industries                    10.375%  08/01/07    55
Kaiser Aluminum & Chem.               9.875%  02/15/02    49
Kaiser Aluminum & Chem.              10.875%  10/15/06    53
Kaiser Aluminum & Chem.              10.875%  10/15/06    53
Kaiser Aluminum & Chem.              12.750%  02/01/03     6
Kevco Inc                            10.375%  12/01/07     0
Key Plastics                         10.250%  03/15/07     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10    12
Kmart Corp.                           9.350%  01/02/20     7
Kmart Funding                         8.800%  07/01/10    52
Liberty Media                         3.250%  03/15/31    73
Liberty Media                         3.750%  02/15/30    57
Liberty Media                         4.000%  11/15/29    61
Lifecare Holding                      9.250%  08/15/13    59
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    64
Metricom Inc                         13.000%  02/15/10     0
Mosler Inc                           11.000%  04/15/03     0
Movie Gallery                        11.000%  05/01/12    47
MSX Int'l Inc.                       11.375%  01/15/08    65
Muzak LLC                             9.875%  03/15/09    60
Natl Steel Corp.                      8.375%  08/01/06     8
New Orl Grt N RR                      5.000%  07/01/32    69
New World Pasta                       9.250%  02/15/09     8
North Atl Trading                     9.250%  03/01/12    69
Northern Pacific RY                   3.000%  01/01/47    55
Northern Pacific RY                   3.000%  01/01/47    55
Northwest Airlines                    6.625%  05/15/23    42
Northwest Airlines                    7.039%  01/02/06     5
Northwest Airlines                    7.625%  11/15/23    43
Northwest Airlines                    7.875%  03/15/08    44
Northwest Airlines                    8.130%  02/01/14    65
Northwest Airlines                    8.700%  03/15/07    44
Northwest Airlines                    8.875%  06/01/06    45
Northwest Airlines                    8.970%  01/02/15    41
Northwest Airlines                    9.875%  03/15/07    45
Northwest Airlines                   10.000%  02/01/09    44
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc.                    10.750%  03/01/14    73
Nutritional Src.                     10.125%  08/01/09    50
NWA Trust                            11.300%  12/21/12    69
Oakwood Homes                         7.875%  03/01/04     8
Oakwood Homes                         8.125%  03/01/09    15
Oscient Pharm                         3.500%  04/15/11    75
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                      10.750%  06/01/08     1
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                    12.375%  08/01/06    10
Pegasus Satellite                    12.500%  08/01/07    10
Piedmont Aviat                       10.250%  01/15/49     0
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    45
Pliant-DFLT/06                       13.000%  06/01/10    46
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Pope & Talbot                         8.375%  06/01/13    70
Pope & Talbot                         8.375%  06/01/13    71
Pres Riverboat                       13.000%  09/15/01     5
Primedex Health                      11.500%  06/30/08    59
Primus Telecom                        3.750%  09/15/10    42
Primus Telecom                        8.000%  01/15/14    69
Primus Telecom                       12.750%  10/15/09    72
Read-Rite Corp.                       6.500%  09/01/04    14
Refco Finance                         9.000%  08/01/12    62
Reliance Group Holdings               9.000%  11/15/00    17
Reliance Group Holdings               9.750%  11/15/03     0
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    67
Safety-Kleen Crp                      9.250%  06/01/08     0
Salton Inc.                          12.250%  04/15/08    65
Source Media Inc.                    12.000%  11/01/04     0
Spinnaker Inds                       10.750%  10/15/06     0
Steel Heddle                         10.625%  06/01/08     0
Steel Heddle                         13.750%  06/01/09     0
Sterling Chem                        11.250%  04/01/07     0
Summit Secs Inc                       9.500%  09/15/05     0
Tekni-Plex Inc.                      12.750%  06/15/10    69
Thermadyne Holdings                  12.500%  06/01/08     0
Toys R Us                             7.375%  10/15/18    73
Trans Mfg Oper                       11.250%  05/01/09    64
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    72
Trism Inc                            12.000%  02/15/05     1
Triton Pcs Inc.                       8.750%  11/15/11    67
Triton Pcs Inc.                       9.375%  02/01/11    67
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc                        10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    48
United Air Lines                      7.870%  01/30/19    55
United Air Lines                      9.350%  04/07/16    30
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.360%  11/13/12     5
Univ Health Svcs                      0.426%  06/23/20    58
US Air Inc.                          10.250%  01/15/49     0
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  01/15/49     1
US Air Inc.                          10.550%  01/15/49     1
US Air Inc.                          10.680%  06/27/08     1
US Air Inc.                          10.700%  01/01/49     8
US Air Inc.                          10.900%  01/01/49     3
US Air Inc.                          10.900%  01/01/49     6
Venture Hldgs                        12.000%  06/01/09     0
Wachovia Corp                        13.000%  02/01/07    65
Werner Holdings                      10.000%  11/15/07    29
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    70
Williams Commun                      10.875%  10/01/09     0
Winsloew Furniture                   12.750%  08/15/07    15
World Access Inc.                     4.500%  10/01/02     3
World Access Inc.                    13.250%  01/15/08     5

                             *********

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 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.

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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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