TCR_Public/060411.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 11, 2006, Vol. 10, No. 86

                             Headlines

8404 LAREDO: Case Summary & 6 Largest Unsecured Creditors
ACE HOME: Moody's Places Class B Certificates' Ba2 Rating on Watch
ACE SECURITIES: Moody's Rates Class B-1 Certificates at Ba1
AIRCAST INC: dj Merger Cues S&P to Withdraw B Corp. Credit Rating
ALLSERVE SYSTEMS: Ch. 7 Trustee Taps XRoads as Forensic Accountant

ALLSERVE SYSTEMS: Hires Caspert Management to Auction Equipment
ANCHOR GLASS: Files Supplements to its Second Amended Plan
ANCHOR GLASS: Accounting Error Delays 2005 Annual Report Filing
ANCHOR GLASS: Seeks Authority to Pay Exit Financing Loan Fees
ASARCO LLC: Court Okays CB Richard Ellis as Broker to Sell Assets

ATA AIRLINES: C8 Airlines Wants Solicitation Period Extended
ATA AIRLINES: Liquidating Units Want Until June 5 to File Plan
ATSI COMMUNICATIONS: Equity Deficit Narrows to $5 Mil. at Jan. 31
AVISTA CORP: Amended Facility Reduces Credit Line to $320 Million
BRIGHAM EXPLORATION: Moody's Junks Proposed $125 Mil. Note Rating

CALPINE CORP: Court Okays Lazard Freres as Committee Fin'l Advisor
CALPINE CORP: Acadia Wants Payments & Decisions on Power Contracts
CARGO CONNECTION: Redeems Series A 6.5% Conv. Promissory Notes
CARMIKE CINEMAS: Receives Non-Compliance Notice from Nasdaq
CATHOLIC: Spokane Litigants Settle Protective Order Request

CCM MERGER: Poor Performance Cues S&P to Put B+ Rating on Watch
CLECO EVANGELINE: Moody's Reviewing & May Downgrade Bond Rating
COREL CORP: Dominant Competitor Pressure Cues Moody's B3 Ratings
DANA CORP: TPC Says Forward Contract Merchants Aren't Utilities
DEEP RIVER: Plan-Solicitation Period Stretched to June 24

DELPHI CORP: Bankruptcy Court Approves UAW Attrition Program
DRESSER INC: Wants to Delay Release of Financials Until Sept. 30
DYNEGY HOLDINGS: Moody's Rates Proposed $600 Mil. Facility at Ba3
EAGLEPICHER HOLDINGS: Selling Delphi Claims to Hain for 55% & 75%
EMJ CO: Moody's Lifts Note Rating to Ba3 from B1 Following Merger

ERA AVIATION: Court Okays Assumption of AAL Aircraft Trust Lease
FARMLAND IND: Court Approves $150,000 Deal with Bay State Milling
FDL INC: Wants to Hire Dale & Eke as Bankruptcy Counsel
FISHERS OF MEN: Voluntary Chapter 11 Case Summary
FORD MOTOR: President and COO Jim Padilla To Retire

FORD MOTOR: Files Proxy Statement Outlining Executive Compensation
FOSS MANUFACTURING: Court Voids Jenifer Smyth's Contract
FRONTIER LEASING: Moody's Places $7MM Class B Cert. Rating at Ba2
G+G RETAIL: Panel Hires Jaspan Schlesinger as Conflicts Counsel
GATEWAY INTERNATIONAL: Reports $268,712 of Profits in Fiscal 2005

GENERAL MOTORS: CEO Does Not Foresee Long Strike at Delphi
GENEVA STEEL: Chap. 11 Trustee Files Plan & Disclosure Statement
GENTEK INC: Gets $27.9M from Sale of CableTech Unit & Real Estate
GGNSC HOLDINGS: S&P Assigns B- Rating to $100 Million Term Loan
GLOBAL HOME: Case Summary & 40 Largest Unsecured Creditors

GRAHAM PACKAGING: S&P Puts B Rating on Planned $150 Million Loan
HANOVER COMPRESSOR: Posts $38 Mil. Net Loss in Year Ended Dec. 31
HEALTHTRONICS INC: Late 10-K Filing Spurs Nasdaq Delisting Notice
HEATING OIL: Plan Confirmation Hearing Set for May 31
HEATING OIL: Selling Office Building for $350,000

HOBNOBBIN LP: Voluntary Chapter 11 Case Summary
HONEY CREEK: Files Plan & Disclosure Statement in Northern Texas
INTEGRATED ALARM: Incurs $8 Million Net Loss in Fourth Quarter
INTELSAT LTD: Filing Delay Cues S&P to Hold Ratings on Neg. Watch
INTERNATIONAL MANAGEMENT: Hires W.G. Hays as Financial Consultant

INTERNATIONAL MGM'T: U.S. Trustee Appoints 7-Member Investor Panel
INTERPUBLIC GROUP: Weak Profits Prompt Moody's Ratings Downgrade
INTERSTATE BAKERIES: Sells Whittier Property for $850,000
INTERSTATE BAKERIES: Wants Plan-Filing Period Stretched to Sept.
IPAYMENT INC: Moody's Junks Rating on $285MM Subordinated Notes

JEROME DUNCAN: Gail Duncan Files New Disclosure Statement in Mich.
J.L. FRENCH: Hires Deloitte & Touche as Independent Auditors
JO-ANN STORES: S&P Lowers Subordinated Debt Rating to CCC from B-
JUSTINE RICE: Voluntary Chapter 11 Case Summary
KAISER ALUMINUM: Asks Court to Okay $67.2 Mil. Hartford Settlement

KANSAS CITY: 10-K Filing Delay Prompts Moody's Ratings Review
KERZNER INTL: Going Private in $3.6-Billion Transaction
KRONOS INT'L: Moody's Puts B2 Rating on New EUR400 Million Notes
LAIDLAW INT'L: Earns $38 Mil. of Net Income in 2nd Fiscal Quarter
LIN TV: Incurs $29.7 Million Net Loss in Fourth Quarter

LONDON FOG: Hires Belding Harris as Bankruptcy Counsel
LYONDELL CHEMICAL: Mulls Sale of Lyondell-Citgo Houston Refinery
MAGRUDER COLOR: Wants Environmental Waste Management as Consultant
MARINO AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
MEDIACOM BROADBAND: Moody's Holds Ba3 Rating on Amended Term Loan

MEDIACOM COMM: Moody's Holds Junk Rating on Convertible Notes
MEDIACOM LLC: Moody's Rates Proposed Amended Term Loan at Ba3
METROFINANCIERA: Fitch Assigns D Individual Rating
MILLS CORP: Looks to Goldman & JPMorgan for Help in Restructuring
MODTECH HOLDINGS: Secures $25 Mil. Financing from Bank of America

MSC-MEDICAL: S&P Downgrades Rating to B- With Negative Outlook
MUSICLAND HOLDING: Has Until Aug. 10 to File Lease Decision Motion
NASH-FINCH: Earns $13.5 Million of Net Income in Fourth Quarter
NELLSON NUTRACEUTICAL: Wants Deloitte & Touche as Auditor
NELLSON NUTRACEUTICAL: Creditors Have Until May 31 to File Claim

NEXMED INC: Losses & Deficit Trigger Going Concern Doubt
NORTHWESTERN CORP: S&P Lifts Sr. Unsecured Rating to BB- from B+
NOVELIS INC: S&P Puts Sr. Unsecured Debt's B Rating on Neg. Watch
NPC INT'L: Moody's Rates Proposed $200MM Subordinated Debt at Caa1
NRG ENERGY: Sells Rocky Road & Buys 50% Stake in West Coast Power

NUTRAQUEST INC: Wants Plan-Filing Period Extended Until June 9
NUTRO PRODUCT: Moody's Junks Rating on $165MM Subordinated Notes
ON SEMICONDUCTOR: Wants to Raise $82M in Stock Sale to Buy Assets
ORIS AUTOMOTIVE: Section 341(a) Meeting Scheduled for April 25
OWENS & MINOR: Completes $200 Mil. Offering of 6.35% Senior Notes

OWENS CORNING: Disclosure Statement Hearing Adjourned to May 10
PALAZZO DI STONECREST: Files Schedules of Assets and Liabilities
PENN TREATY: S&P Affirms & Withdraws Counterparty Credit Rating
PHI INC: Gets Requisite Consents for 9-3/8% Senior Notes due 2009
PHOTOCIRCUITS CORP: Panel Wants Court to Verify Glen Cove's Liens

PLIANT CORP: Panel Wants to Tap Kramer Capital as Fin'l Advisors
PREMIUM PAPERS: Hires Young Conaway as Bankruptcy Counsel
PRG-SCHULTZ: Inks Forbearance Agreement with Bank of America
PRG-SCHULTZ: KPMG Expresses Going Concern Doubt Opinion
RESIX FINANCE: Moody's Lifts Ratings on 3 Resecuritization Deals

R.H. DONNELLEY: KPMG Replaces PwC as Auditors for 2006
RITE AID: Declares Series E and I Preferred Stock Dividends
RITE AID: Earns $1.24 Billion of Net Income in Fourth Quarter
SEARS HOLDINGS: Minority Shareholders Support Privatization
SEARS HOLDINGS: Pershing Square Snubs C$18 Per Share Buyout Offer

SEQUA CORP: Fitch Affirms Low-B Issuer Default & Sr. Debt Ratings
SFA TRUST: Collateral Quality Decline Cues Moody's Ratings Review
SND Electronics: Taps BDO Seidman as Tax Accountants
SND ELECTRONICS: Taps Lakeside Advisors as Financial Consultant
SND ELECTRONICS: Committee Taps Pullman & Comley as Counsel

SUNCOM WIRELESS: Moody's Junks Ratings & Says Outlook is Negative
TECHNICAL OLYMPIC: Moody's Rates New $250 Mil. Note Issue at Ba3
TELECOM ARGENTINA: Intends to Pay Series A & B Notes on April 18
TELOGY INC: Files Third Amended Disclosure Statement in California
TELUS COMMS: DBRS Confirms Ratings Following Corp. Reorganization

TENASKA ALABAMA: Moody's Reviewing B1 Bond Rating & May Upgrade
TEX STAR: Case Summary & 20 Largest Unsecured Creditors
TIER TECHNOLOGIES: Nasdaq Extends Financials Filing Until June 5
UAL CORP: KBC Bank Asks Court to Lift Stay to Exercise Set-Off
UAL CORP: Denver County & HSBC's $300-MM Claims Get Stock Reserve

UAL CORP: U.S. Bank Holds $30,897,764 Unsecured Claim
VERILINK CORP: Files for Voluntary Chapter 11 Protection
VERILINK CORP: Case Summary & 20 Largest Unsecured Creditors
W HOLDING: Faces Nasdaq Delisting Due to Late 10-K Filing
WINN-DIXIE: Wants to Reject Seven Lease Termination Agreements

WINN-DIXIE: Wants Court to Approve Modified AT&T Agreements
WINN-DIXIE: Wants to Modify Claims Resolution Procedure
W.S. LEE: Court Okays Spence Custer as Bankruptcy Counsel

* Darrell Tamosuinas and W. Gregory Coward Join Stonehill Group
* Leading Retailer, Joseph Nusim, Dies at Age 72

* Large Companies with Insolvent Balance Sheets

                             *********

8404 LAREDO: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 8404 Laredo Ltd.
        fka Morales Investment Co., Ltd.
        8404 Killam
        Laredo, Texas 78045

Bankruptcy Case No.: 06-50059

Type of Business: The Debtor rents warehouse space.

Chapter 11 Petition Date: April 3, 2006

Court: Southern District of Texas (Laredo)

Debtor's Counsel: Carl Michael Barto, Esq.
                  Law Offices of Carl M. Barto
                  611 Hidalgo Street
                  Laredo, Texas 78040
                  Tel: (956) 725-7500
                  Fax: (956) 722-6739

Total Assets: $2,452,010

Total Debts:  $2,087,570

Debtor's 6 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
De Lage Landen Financial      Services                   $17,641
Services
1111 Old Eagle School Road
Wayne, PA 19087

De Lage Landen Financial      Services                   $16,257
Services
1111 Old Eagle School Road
Wayne, PA 19087

Alarcon, Alberto              Services                    $4,940
Hall, Quintanilla & Alarcon
1302 Washington
Laredo, TX 78040

Bruce Werstak                 Services                    $4,742
Sames & Werstak
5810 San Bernardo Ste. 400
Laredo TX 78040

Law Offices of Carl M. Barto  Attorney fees               $4,339
611 Hidalgo Street
Laredo, TX 78040

Randy Blair                   Accounting services             $0
6017 Mcpherson
Laredo TX 78040


ACE HOME: Moody's Places Class B Certificates' Ba2 Rating on Watch
------------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade six certificate classes from two ACE subprime mortgage
deals issued in 2002 and 2004.  The pools are backed by fixed-rate
and adjustable-rate subprime mortgage loans that were originated
by various lenders.  Ocwen Federal Bank, FSB and Saxon Mortgage
Services service the loans in the 2002-HE1 deal.  Ocwen Federal
Bank, FSB services the loans in the 2004-HE1 transaction.

The three most subordinate certificates from both deals are being
placed on review for downgrade based on the weaker than
anticipated performance of the mortgage collateral and the
resulting erosion of credit support.  In both of the transactions,
overcollateralization amounts are currently below their targets
and pipeline losses could cause eventual depletion of the
overcollateralization and possible losses on the most subordinate
tranches.  Furthermore, existing credit enhancement levels may be
low given the current projected losses on the underlying pools.

Complete rating actions are:

   Issuer: ACE Securities Corp. Home Equity Loan Trust,

   * Series 2002-HE1, Class M-2, current rating A2, under review
     for possible downgrade;

   * Series 2002-HE1, Class M-3, current rating Baa2, under
     review for possible downgrade;

   * Series 2002-HE1, Class M-4, current rating Baa3, under
     review for possible downgrade;

   * Series 2004-HE1, Class M-5, current rating Baa2, under
     review for possible downgrade;

   * Series 2004-HE1, Class M-6, current rating Baa3, under
     review for possible downgrade;

   * Series 2004-HE1, Class B, current rating Ba2, under review
     for possible downgrade.


ACE SECURITIES: Moody's Rates Class B-1 Certificates at Ba1
-----------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by ACE Securities Corp. Home Equity Loan Trust
2006-SL2, and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Long Beach Mortgage Corporation
and Fremont Investment & Loan and various other originated, fixed-
rate, closed-end second mortgage loans acquired by DB Structured
Products Inc.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
excess spread, overcollateralization, and an interest rate swap
agreement provided by Deutsche Bank AG New York Branch.  Moody's
expects collateral losses to range from 10.10% to 10.60%.

Ocwen Loan Servicing LLC will service the loans, and Wells Fargo
Bank NA will act as master servicer.

The complete rating actions are:

                    ACE Securities Corp. Home
                Equity Loan Trust, Series 2006-SL2
              Asset Backed Pass-Through Certificates

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


AIRCAST INC: dj Merger Cues S&P to Withdraw B Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Aircast
Inc., including the 'B' corporate credit rating.  The ratings were
withdrawn following the acquisition of Aircast Inc. by dj
Orthopedics Inc.


ALLSERVE SYSTEMS: Ch. 7 Trustee Taps XRoads as Forensic Accountant
------------------------------------------------------------------
Charles A. Stanziale, the Chapter 7 Trustee overseeing the
liquidation of Allserve Systems Corp., asks the U.S Bankruptcy
Court for the District of New Jersey for permission to employ
XRoads Solutions Group, LLC, as his special forensic accountant.

XRoads will perform forensic investigation work and assess
available evidence concerning certain of the Debtor's missing
equipment and assets.  The scope of XRoads' investigation will  
include, among other things, a review of:

     a) the legitimacy and corporate structure of the Debtor's
        entities, affiliated parties and payment recipients;

     b) the validity and legitimacy of loan financing
        documentation;

     c) the transfer of assets to alleged alter egos of the
        Debtor; and

     d) the international tracing of the funds of the Debtor.

XRoads intends to charge $75,000 for its services.  The standard
hourly rates for the firm's professionals are:

        Professional                            Hourly Rate
        ------------                            -----------
        Principal                              $450 to $595
        Managing Director                      $400 to $450
        Director, Senor Consultant
          and Consultant                       $275 to $375
        Associate & Paraprofessional           $150 to $210
        Administrator                              $125     

Holly Felder Etlin, at XRoads, assures the Bankruptcy Court that
her firm does not represent any entity holding an interest adverse
to the Debtor's Bankruptcy Cases under section 1103(b) of the
Bankruptcy Code.

XRoads Solutions Group -- http://www.XRoadsllc.com/-- is a  
professional services firm dedicated to optimizing, defending and
perpetuating enterprise value.  The firm's expertise include
strategic and operational consulting; crisis management
(restructuring, turnaround management and bankruptcy support
services); and litigation support (including expert witness
services, valuations and forensic accounting).  Ms. Etlin can be
reached at:

        Holly Felder Etlin
        XRoads Solutions Group
        400 Madison Avenue, 3rd Floor
        New York, NY 10017  
        Phone: 212.610.5600
        Fax: 212.610.5601  

                      About Allserve Systems

Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. was an outsourcing company for the IT industry.  The Debtor
filed for chapter 11 protection on Nov. 18, 2005 (Bankr. D. N.J.
Case No. 05-60401) Allserve's Chapter 11 case was converted into a
liquidation proceeding under Chapter 7 of the Bankruptcy Code on
Jan. 18, 2006.  Charles A. Stanziale, Jr., Esq., at McElroy,
Deutsch, Mulvaney & Carpenter, serves as the Debtor's chapter 7
Trustee.  Jeffrey Bernstein, Esq., Jeffrey Thomas Testa, Esq., and  
Kim M. Diddio, Esq., at McElroy, Deutsch, Mulvaney, & Carpenter,
LLP represents Mr. Stanziale.  When the Debtor filed for
protection from its creditors, it estimated assets between 10
million to $50 million and debts between $50 million to $100
million.


ALLSERVE SYSTEMS: Hires Caspert Management to Auction Equipment
---------------------------------------------------------------
Charles A. Stanziale, the Chapter 7 Trustee overseeing the
liquidation of Allserve Systems Corp., obtained permission from
the U.S Bankruptcy Court for the District of New Jersey to employ
Caspert Management Co., Inc., as his auctioneer.

Caspert Management will supervise the auction of various office
furniture and equipment owned by the Debtor pursuant to its
ongoing Chapter 7 liquidation.  Court documents do not show how
much the trustee will pay Caspert Management.

Herbert B. Caspert, Casper Management president, assures the
Bankruptcy Court that his firm does not hold any interest adverse
to the Debtors estates and is a disinterested person as that term
is defined in Section 101(14) of the Bankruptcy Code.

                    About Caspert Management

Caspert Management -- http://www.caspert.com/-- specializes in  
traditional live on-site Industrial Auctions. Fully qualified
professionals manage every detail of its live auctions, from the
marketing and asset preparation to the removal.

                     About Allserve Systems

Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. was an outsourcing company for the IT industry.  The Debtor
filed for chapter 11 protection on Nov. 18, 2005 (Bankr. D. N.J.
Case No. 05-60401) Allserve's Chapter 11 case was converted into a
liquidation proceeding under Chapter 7 of the Bankruptcy Code on
Jan. 18, 2006.  Charles A. Stanziale, Jr., Esq., at McElroy,
Deutsch, Mulvaney & Carpenter, serves as the Debtor's chapter 7
Trustee.  Jeffrey Bernstein, Esq., Jeffrey Thomas Testa, Esq., and  
Kim M. Diddio, Esq., at McElroy, Deutsch, Mulvaney, & Carpenter,
LLP represents Mr. Stanziale.  When the Debtor filed for
protection from its creditors, it estimated assets between 10
million to $50 million and debts between $50 million to $100
million.


ANCHOR GLASS: Files Supplements to its Second Amended Plan
----------------------------------------------------------
On March 31, 2006, Anchor Glass Container Corporation delivered
to the U.S. Bankruptcy Court for the Middle District of Florida,
supplements to its Second Amended Plan of Reorganization:

   1. An Indicative Term Sheet for the New Revolving Credit
      Facility and New Term Loan

      Anchor Glass Container Corporation is currently in
      negotiations with three financial institutions that will
      provide exit financing.  The Debtor aims to obtain a Senior
      Secured Revolver of up to $65,000,000 and a Senior Secured
      Term Loan of $145,000,000.

      The Term Sheet indicates that the Revolver will mature in
      five years and the Term Loan will mature in seven years.
      Each of the exit financings will have a default interest
      rate of 200 bps above applicable rates.

      A full-text copy of the Exit Financing Term Sheet is
      available for free at:

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

   2. An Amended and Restated Certificate of Incorporation, which
      provides that Anchor Glass is authorized to issue a total
      of 25,000,000 shares of common stock, par value $0.01 per
      share, of which:

         -- 10,000,000 shares will be issued on the effective
            date of Anchor Glass' Plan of Reorganization;

         -- 1,000,000 shares will be reserved solely for issuance
            under a stock option plan; and

         -- 14,000,000 will be held as treasury stock for
            issuance as determined by the Board of Directors of
            Anchor Glass.

      The Amended Certificate of Incorporation also provides
      that in the event of any liquidation and after payment of
      debts and other liabilities, holders of shares of Common
      Stock will be entitled to receive all the remaining assets
      of Anchor Glass available for distribution to its
      stockholders, ratably in proportion to the number of shares
      of Common Stock the shareholders held.

      A full-text copy of the Amended Certificate of
      Incorporation is available for free at:

          http://researcharchives.com/t/s?7b2

   3. The Amended and Restated Bylaws for Reorganized Anchor
      Glass, available for free at:

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

      Among other things, the Amended By-Laws provides for (i)
      the administrative structure of Anchor Glass; (ii)
      information to stockholders regarding the procedures of
      voting for their shares; and (iii) information on the
      powers, tenure and compensation, meetings and organization
      of Anchor Glass' directors and officers.

   4. A Stockholders' Agreement, which provides that each holder
      of Anchor Glass's common stock, par value $0.01 per share,
      agrees to:

         -- hold all the shares of the Common Stock registered in
            its name; and

         -- vote the Shares at regular and special meeting of
            Anchor Glass' stockholder.

      The Agreement will be terminated in the earlier of:

         -- any public offering of Anchor Glass' equity
            securities;

         -- the date of which more than 50% of stockholders agree
            to terminate the Agreement; or

         -- March 31, 2016.

      A full-text copy of the Stockholders' Agreement is
      available for free at:

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

   5. A Registration Rights Agreement, a copy of which is
      available for free at:

         http://researcharchives.com/t/s?7b3

      In connection with the Anchor Glass' issuance of Initial
      Shares to its stockholders pursuant to the Plan, the
      Company desires to grant the stockholders registration
      rights with respect to the Registrable Securities.

   6. A New Equity Incentive Plan Summary Term Sheet

      Anchor Glass' Reorganization Plan provides for the creation
      of a New Equity Incentive Plan that will grant Reorganized
      Anchor Glass' directors and employees interests to acquire
      shares of up to 10% of all issued and outstanding shares of
      New Common Stock on a fully diluted basis.

      The allocation and form of Interests will be determined,
      and the Incentive Plan will be administered by, the
      compensation committee of the board of directors of
      Reorganized Anchor Glass.

      Interests granted under the Incentive Plan will vest 1/3
      each year for three years or upon a change in control.  The
      strike price will be the Fair Market Value -- to be
      determined in good faith by the Compensation Committee --
      at the time that Interest is granted.

   7. The Alpha Resolution Trust Agreement

      Anchor Glass and Samuel M. Stricklin, as liquidating
      trustee, will enter into a Liquidating Trust Agreement,
      which provides for the establishment of the Alpha
      Resolution Trust for the benefit of the holders of Allowed
      Class 5 General Unsecured Claims.

      Pursuant to the Agreement, the Debtor will transfer to the
      Liquidating Trust all of its right, title and interest in
      and to all of:

         (a) $8,000,000 in cash; and

         (b) the Utility Settlement Proceeds, free and clear of
             all liens, claims and encumbrances.

      The Liquidating Trust will be established for the sole
      purpose of liquidating and distributing the Trust Assets.

      The Liquidating Trust will be named "AGCC3 Alpha Resolution
      Trust" and will become effective on the Effective Date of
      the Plan.

      The Liquidating Trustee will, in an expeditious but orderly
      manner, in accordance with the terms of the Trust Agreement
      and the Plan, liquidate and convert to Cash the Trust
      Assets, make timely distributions and not unduly prolong
      the duration of the Liquidating Trust.

      The Oversight Committee, which will advise the Liquidating
      Trust in accordance with the certain terms, will initially
      consist of members of the Official Committee of Unsecured
      Creditors, as may be determined exclusively by that
      Committee.  The Oversight Committee will monitor the
      Liquidating Trustee's disposition and disbursement of the
      Trust Assets.

      A Liquidating Trust Reserve will be established to pay the
      fees and expenses of the Liquidating Trust, the Liquidating
      Trustee and its professionals, and the taxes for income
      earned by the Liquidating Trust.

      A full-text copy of the Alpha Trust Agreement is available
      for free at http://researcharchives.com/t/s?7b4

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Accounting Error Delays 2005 Annual Report Filing
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Anchor Glass Container Corporation discloses that it
won't be able to timely file its annual report on Form 10-K for
2005.

Mark S. Burgess, chief executive officer of Anchor Glass, points
out that a hearing to consider confirmation of the Company's Plan
of Reorganization and objections to it has been set on April 17,
2006.  If approved by the Bankruptcy Court, all of Anchor Glass'
existing common stock interests will be cancelled.  Assuming
Bankruptcy Court approval of the Plan, the Company expects to
emerge from Chapter 11 in May 2006 as a privately held company.
Accordingly, it is not expected that the Company will be subject
to the reporting requirements of Securities Exchange Act of 1934.

On August 2, 2005, the Company's management concluded that
$4,500,000 of payments received from a customer during June 2003
had not been accounted for properly.  The impact of the improper
accounting, net of other adjustments, is to overstate operating
income and net income/loss for the June 2003 quarter by
$4,200,00. However, because key factual issues remain unresolved,
management has not yet been able to determine the correct
accounting for the $4.5 million for periods subsequent to June
2003, Mr. Burgess states.

The Company's management has also determined that its accounting
for two other transactions with the same customer were recorded
in error, resulting, on a preliminary basis, in an overstatement
of net income/loss during 2001 and 2002 of approximately
$2,000,000 and $1,400,000, respectively, and an understatement of
net income/loss during 2003 and 2004 of approximately $500,000
and $1,300,000, respectively.

In investigating the accounting errors, Mr. Burgess relates that
management also identified additional adjustments resulting in an
overstatement of net income/loss of approximately $500,000 in
each of the years ended 2001 and 2004.

As a result, the Company's financial statements for the years
2001, 2002, 2003 and 2004 and for each of the quarters therein
should not be relied upon.

Additionally, the interim financial statements for the periods
ended March 31, 2005 and 2004, as contained in the quarterly
report on Form 10-Q for the period ended March 31, 2005, should
not be relied upon, Mr. Burgess says.

According to Mr. Burgess, the Company's audit committee has
commenced a review of these transactions and has retained Jones
Day as its independent counsel in connection with the review.

The Company stated that these errors reflect material weaknesses
in its internal controls over financial reporting.

Accordingly, management's assertions contained in the Company's
annual report on Form 10-K for the year ended December 31, 2004
should no longer be relied on.

Anchor Glass' 2005 annual results will not be filed until the key
factual issues are resolved, Mr. Burgess discloses.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Seeks Authority to Pay Exit Financing Loan Fees
-------------------------------------------------------------
As a condition to its Plan of Reorganization becoming effective,
Anchor Glass Container Corporation must obtain a revolving credit
facility of $65,000,000, and a term loan of $135,000,000.  Some
of these amounts will be used to satisfy claims and some of these
will be used to operate the Debtor's business after confirmation
of the Plan.

The Debtor is currently negotiating with several lenders who are
interested in providing the Exit Financing, Robert A. Soriano,
Esq., at Carlton Fields PA, in Tampa, Florida, tells the Court.
Each potential lender has indicated that to finalize the
financing, it will need to conduct certain due diligence for
which the lender charges loan fees.

The Loan Fees probably are not ordinary course expenses, Robert
A. Soriano, Esq., notes.  But the Loan Fees will need to be paid
before the Plan becomes effective.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
Middle District or Florida for permission to pay the Loan Fees in
connection to its exit financing.

As of April 4, 2006, the Debtor does not know how much the Loan
Fees will be, but these are negotiated amounts and are relatively
standard in lending situations, Mr. Soriano says.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ASARCO LLC: Court Okays CB Richard Ellis as Broker to Sell Assets
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 17, 2006,
ASARCO LLC sought authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to employ CB
Richard Ellis International Mining & Metals Group of CB Richard
Ellis Tucson LLC, to serve as its broker and financial advisor.

The Court approved ASARCO's request.

As broker, CBRE will assist in marketing certain mining assets and
properties located in Lewis & Clark County, Montana, commonly
known as the Heddleston Property.

CBRE will also perform advisory services in connection with the
proposed sale or other transaction of the Property.

As customary for broker and financial advisory engagements,
ASARCO will pay CBRE a transaction fee of 4% of the Transaction
Value in the sale of the Property.  ASARCO will reimburse CBRE
for all actual and reasonable out-of-pocket expenses it incurred
in performing the services required.

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 Wants Solicitation Period Extended
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
extends the exclusive period during which C8 Airlines, Inc., may
solicit votes for the acceptance or rejection of its Plan of
Liquidation to, and including, May 31, 2006.

                   C8 Wants Further Extension

Given that consideration of its Disclosure Statement and its Plan
of Liquidation will be informed by the resolution of many of the
administrative claims filed against its estate, C8 asks the Court
to further extend its Exclusive Solicitation Period to allow for
full and fair notice of issues to creditors.

Specifically, C8 asks Judge Basil H. Lorch to extend the
Solicitation Period to July 31, 2006.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
reminds the Court that C8 timely filed its Liquidating Plan with
the Court.  Accordingly, good cause exists to extend C8's
Exclusive Solicitation Period.

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: Liquidating Units Want Until June 5 to File Plan
--------------------------------------------------------------
Ambassadair Travel Club, Inc., and Amber Travel, Inc., ask the
U.S. Bankruptcy Court for the District of Indiana to further
extend the period:

   (a) during which only they may file their Chapter 11 plans, to
       and including June 5, 2006; and

   (b) for obtaining acceptance of their plans, to and including
       July 5, 2006.

Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, relates that a number of unresolved contingencies exist
which prevent Ambassadair and Amber from making a responsible and
informed determination of whether filing liquidating plans or
converting their cases to Chapter 7 cases is in the best interest
of their creditors.

Moreover, Ambassadair and Amber need time to analyze the claims
filed against them to determine the administrative solvency of
their estates.

At this time, Mr. Nelson says, the Debtors are currently focused
on completing the transactions and financing associated with the
Reorganizing Debtors' proposed reorganization.  This task
continues to consume much of the Debtors' resources and personnel.  
The Debtors are also expending significant efforts in the
liquidation of C8 Airlines, Inc.'s estate.

Pending a final ruling on the request, Judge Lorch issued a bridge
order extending the exclusive period during which only Ambassadair
and Amber may file their plans today, April 11, 2006.

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)


ATSI COMMUNICATIONS: Equity Deficit Narrows to $5 Mil. at Jan. 31
-----------------------------------------------------------------
ATSI Communications Inc. delivered its second quarter financial
results for the three months ended Jan. 31, 2006, to the
Securities and Exchange Commission on Mar. 23, 2006.

The company reported a $224,000 net loss on $2,947,000 of total
operating revenues for the three months ended Jan. 31, 2006.

At Jan. 31, 2006, the company's balance sheet showed $631,000 in
total assets and $5,749,000 in total liabilities, resulting in a
$5,118,000 stockholders' equity deficit.

The company's Jan. 31 balance sheet also showed strained liquidity
with $488,000 in total current assets available to pay $5,235,000
in total current liabilities coming due within the next 12 months.

Full-text copies of ATSI Communications Inc.'s second quarter
financial statements ended Jan. 31, 2006, are available at no
extra charge at http://ResearchArchives.com/t/s?7b0

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 18, 2005, the
company has reported recurring net losses from operations, losing
$2,224,000 in fiscal 2005 and $8,485,000 in fiscal 2004, and has
an accumulated deficit of $78 million.  These conditions create
substantial doubt as to ATSI's ability to continue as a going
concern.  Management says it will continue to pursue financing
transactions that may include raising additional capital through
the sale of common stock, preferred stock, or warrants.  

                    Liabilities Exceed Assets

At Jan. 31, 2006, the company's stockholders' equity deficit
narrowed to $5,118,000 from a $6,218,000 equity deficit at
July 31, 2005.

                       About the Company

Through its Digerati Networks and Telefamilia Communications
subsidiaries, ATSI Communications Inc. -- http://www.atsi.net--  
provides VoIP services in Asia, Europe, the Middle East and Latin
America.  ATSI Communications Inc. is incorporated in the State of
Nevada.

                  Old Bankruptcy Information

Two ATSI units -- American TeleSource International, Inc.
(commonly known as ATSI Texas) and TeleSpan, Inc. -- filed for
Chapter 11 protection on Feb. 4 and 18, 2003, in the U.S.
Bankruptcy Court for the Western District of Texas (San Antonio)
(Lead Bankr. Case No. 03-50753).  Martin Warren Seidler, Esq.,
represented these Debtors, which at the time of their filings,
estimated they had $10 to $50 million in assets and $1 to $10
million in debts.  These two subsidiaries chapter 11 cases
converted to chapter 7 liquidation proceedings on May 14, 2003,
and ceased operations.  


AVISTA CORP: Amended Facility Reduces Credit Line to $320 Million
-----------------------------------------------------------------
Avista Corp. (NYSE: AVA) renegotiated its committed line of credit
agreement with various banks.  The amended line of credit captures
lower bank fees and borrowing costs and extends the term of the
agreement until 2011.  The amended credit line was over-
subscribed, with banks pledging in excess of $400 million to the
line of credit.  However, the company chose to reduce the credit
facility from $350 million to $320 million based on forecasted
liquidity needs.  The committed line of credit was originally
entered into on Dec. 17, 2004, with an expiration date of Dec. 16,
2009.  The amended line of credit agreement expires on April 5,
2011.

"We are extremely pleased to be able to take advantage of the
favorable borrowing rates in the market at this time," said Malyn
Malquist, Avista Corp. senior vice president and chief financial
officer.  "We believe this demonstrates recognition by our banks
that Avista continues to make progress in restoring its financial
health.  The renegotiated lower borrowing rate on our credit line
will provide continued financial flexibility going forward."

Headquartered in Spokane, Washington, Avista Corp. --
http://www.avistacorp.com/-- is an energy company involved  
in the production, transmission and distribution of energy
as well as other energy-related businesses.  Avista Utilities
is a company operating division that provides service to 338,000
electric and 297,000 natural gas customers in three western
states.  

Avista's non-regulated subsidiaries include Avista Advantage,
which hosts a Web site at http://www.avistaadvantage.com/and  
Avista Energy with a Web site at http://www.avistaenergy.com/  

                          *     *     *

As reported in the Troubled Company Reporter on Apr. 4, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+'
corporate credit rating and all other debt ratings on
Avista Corp., reflecting:

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

The outlook is stable.


BRIGHAM EXPLORATION: Moody's Junks Proposed $125 Mil. Note Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Brigham
Exploration Company's proposed $125 million of senior unsecured
notes due 2014.  Moody's also assigned a Caa1 Corporate Family
Rating to Brigham.  The rating outlook is stable.  Proceeds from
the proposed offering will be used to repay indebtedness under
Brigham's existing credit agreements and to fund exploration and
development activities.

The rating reflects Brigham's small size in terms of production
and reserve base, high full-cycle costs, and high leverage as
measured relative to its reserve base and current and expected
cash flow.  The rating also reflects a currently supportive
commodity price environment and Brigham's track record of reserve
replacement through the drillbit.  Applying Moody's Global E&P
Industry Rating Methodology, Brigham maps to a Caa rating.

The rating outlook is stable, reflecting Moody's expectations that
Brigham will likely continue to remain small with production and
F&D cost trends that vary significantly with exploration success.  
A positive outlook or upgrade in the future would require the
building of a much more substantial production and reserve base,
which will likely take several years given plans to grow
organically.  Such growth also would need to be accompanied by
competitive F&D and full-cycle costs and a moderation in leverage.  
A negative outlook or downgrade could occur if Brigham's F&D costs
worsen or if production does not adequately respond to continued
heavy capital spending.

During 2005, Brigham reported average daily production of about
5,500 barrels of oil equivalent or 33.1 million cubic feet
equivalent and ended the year with total proved and proved
developed reserves of 22.2 MMboe and 11.3 MMboe, respectively,
making Brigham the smallest E&P company that Moody's rates.
Brigham's most recent one-year and three-year average F&D costs
are in the $30-$32/boe range and full-cycle costs are over
$45/boe.  Brigham's leveraged full-cycle ratio, a measure of cash-
on-cash returns, is approximately 1.0x. Leverage, as measured by
debt to proved developed reserves, is nearly $12/boe, pro forma
for the offering and including Brigham's preferred stock as debt.  
Debt plus future development costs to total proved reserves also
is approximately $12/boe.

The notes are not notched from the Corporate Family Rating because
of the expectation of a low amount of secured debt in Brigham's
capital structure.  At closing, Brigham's borrowing base under its
revolving credit facility will be reduced to $50 million.  Current
outstanding borrowings under the credit facility are expected to
be repaid shortly after closing and no further borrowings are
expected in 2006 as internally generated cash flow and cash
balances should adequately cover planned capital expenditures.  If
the borrowing base were increased or if Brigham began using the
credit facility regularly, Moody's would likely notch the notes
down one from the Corporate Family Rating.

Brigham Exploration Company is headquartered in Austin, Texas.


CALPINE CORP: Court Okays Lazard Freres as Committee Fin'l Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the request of the Official Committee of Unsecured
Creditors to retain Lazard Freres & Co. LLC as its financial
advisor, effective as of Jan. 10, 2006, on an interim basis.

The order becomes final without need for further hearing or the
entry of a final order if no objections are received by April 24,
2006, at 10:00 a.m., Eastern Time.

The Court will hold a hearing on April 26, 2006, at 10:00 a.m.,
Eastern Time, to consider any timely filed objections.

Committee chairman Charles F. Cerria says Lazard Freres started
providing critical services to the Committee on Jan. 10.

Lazard Freres is an investment-banking firm focused on providing
financial and investment banking advice to its clients.  It is a
registered broker-dealer and investment advisor registered with
the United States Securities and Exchange Commission and is also
a member of the National Association of Securities Dealers.  

The Firm's professionals have been employed as financial advisors
and as investment bankers in a number of troubled company
situations, including the Chapter 11 cases of Adelphia, Parmalat
and Tower Automotive.  The Firm and its senior professionals have
extensive experience in the reorganization and restructuring of
troubled companies, both out-of-court and in Chapter 11
proceedings.  Since 1990, the professionals have been involved in
over 200 restructurings representing over $300,000,000,000 in
restructured debt.

As financial advisors, Lazard Freres is expected to:

   (1) review and analyze the business, operations, liquidity
       situation, assets and liabilities, financial condition and
       prospects of the Debtors;

   (2) review, analyze and report to the Committee with respect
       to the Debtors' business plan;

   (3) evaluate the Debtors' debt capacity in light of their
       projected cash flows;

   (4) review and provide an analysis of any proposed capital
       structure for the Debtors;

   (5) review and provide an analysis of any valuation of the
       Debtors or their assets;

   (6) advise and assist the Committee in evaluating any
       potential DIP loan or other financing for the Debtors;

   (7) review, analyze and advise the Committee with respect to
       the existing debt structures of the Debtors, and
       refinancing alternatives to existing secured debt;

   (8) advise and assist the Committee in analyzing strategic
       alternatives available to the Debtors;

   (9) review and provide an analysis of all restructuring plans;

  (10) review and provide an analysis of any new securities,
       other consideration or other inducements to be offered or
       issued under the Plan;

  (11) assist the Committee and participate in negotiations with
       the Debtors; and

  (12) provide other financial advisory services, including
       witness testimony, in connection with the Debtors' chapter
       11 cases.

Lazard Freres will be paid according to this compensation
structure:

     * Payment of a $225,000 advisory fee for each month of
       Lazard's engagement.  The Monthly Advisory Fee for January
       2006 will be payable pro rated to provide credit for the
       first 10 days of the month.

     * If a restructuring is consummated, Lazard will be entitled
       to receive a $5,000,000 transaction fee payable upon
       consummation of the first transaction.

     * Payment of a $5,000,000 contingent fee upon the
       occurrence of a restructuring that is supported by the
       Committee.

The Firm will seek reimbursement for reasonable out-of-pocket
expenses, and other fees and expenses.  As part of the overall
compensation payable to the firm, the Committee has agreed to
arrange certain indemnification and contribution obligations.

David S. Kurtz, managing director at Lazard, assures the Court
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code and does not hold or
represent any interest adverse to the Debtors' estates.

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


CALPINE CORP: Acadia Wants Payments & Decisions on Power Contracts
------------------------------------------------------------------
Acadia Power Partners, LLC, asks the U.S. Bankruptcy Court for the
Southern District of New York to compel Calpine Energy Services,
L.P., to pay all amounts due and owing under various Power
Purchase Agreements and to fix a period within which the Debtors
must assume or reject those Power Purchase Agreements.

APP further asks that if the Court does not compel payment, it
should, at a minimum, compel the Debtors to execute an amendment
to the Power Purchase Agreements permitting APP to suspend its
obligations in the event of a default by CES -- which has already
occurred -- to allow APP to market and sell its power outside the
Power Purchase Agreements.

             Terms of the Power Purchase Agreements

APP and CES are parties to power purchase agreements involving
APP's natural gas fueled electrical generation plant in Acadia
Parish, Louisiana, which consists of two combined cycle units.  

The 2001 PPA is a 20-year contract for APP to sell to CES
electrical capacity, associated energy and other services from
Power Block 2, one of APP's combined cycle units.  The 2003 PPA,
meanwhile, is a 19-year contract involving electrical capacity
from Power Block 1, the other of the combined cycle units, to be
sold also to CES by APP.

Under the terms of the Power Purchase Agreements, CES has the
right to supply natural gas to fuel the Project, and it is
exclusively entitled to all of the capacity and energy output
from the facility.  APP is obligated to reserve the Project's
capacity for CES' exclusive use and to provide energy conversion
services when the facility is dispatched by CES.  The Power
Purchase Agreements require CES to pay APP various capacity
reservation fees and amounts associated with fixed and variable
operating and maintenance expenses.

Each day, CES sends a dispatch notice to APP, which indicates
whether CES intends to dispatch the Project on a given day, how
many megawatts are to be dispatched, and the duration of the
dispatch.  CES has continued to send dispatch notices to APP
since the Petition Date.

On Dec. 21, 2005, the Debtors sought to reject certain contracts,
including the Power Purchase Agreements.  APP objected to the
effective date of rejection.

Subsequently, bankruptcy court reference to the Rejection Motion
was later withdrawn after the U.S. District Court for the
Southern District of New York held that the Federal Energy
Regulatory Commission had jurisdiction over the rejection of
power contracts.

Stefanie Birborwer Greer, Esq., at King & Spalding LLP, in New
York, says APP has continued to perform all of its obligations
under the Power Purchase Agreements since the Petition Date while
CES has failed to pay postpetition amounts that have been due.  
APP has sent the Debtors a Notice of Default on Jan. 26, 2006,
demanding payment of $2,143,597 as an administrative claim owed
by CES for postpetition services.  As of Feb. 20, 2006, the
Debtors have failed to pay $7,510,156 in postpetition amounts.  
Every day that the Power Purchase Agreements are not rejected,
the amount increases by $176,434.

On Feb. 2, 2006, APP sent a draft stipulation and order to
the Debtors, which proposed that the Debtors and APP agree that
the Power Purchase Agreements be rejected as of a date not later
than March 31, 2006, subject to Bankruptcy Court and FERC
approval.  However, Ms. Greer says the Debtors have not
responded.

Ms. Greer says the motion would limit APP's administrative expense
claims against the Debtors and permit APP to mitigate its damage
claim against the Debtors.

                        Parties Amend PPAs

Barry S. Seidel, Esq., at King & Spalding LLP, in New York,
informs the Court that APP and the Debtors have agreed to amend
the 2001 and 2003 Power Purchase Agreements.

In addition to the remedies for default already provided in the
Agreements, APP will have the right to suspend performance if any
event of default occurs after Dec. 20, 2005 with respect to
CES.  APP has the right, exercisable by notice to CES, to suspend
its obligations under the Power Purchase Agreements.  After CES
cures the Default, and provided there is no other Event of
Default then occurring, APP will resume performance of its
obligations.  However, APP will not be obligated or entitled to
resume performance of its obligations absent agreement by both
CES and APP.

APP will be entitled to claims against CES for damages arising
out of the occurrence or continuation of an Event of Default.  
Any damage claims arising during the Suspension Period will be
entitled to non-priority unsecured status.

Any mitigation by APP during the Suspension Period will reduce,
on a dollar-for-dollar basis, first, APP's non-priority claims,
then its priority claims, if any, then its administrative claims,
if any, and finally, its secured claims.

The Debtors believe it is in their best interest to allow APP to
suspend performance of its obligations under the Power Purchase
Agreements to permit APP to mitigate its damages.

If CES seeks to reject the Power Purchase Agreements, APP agrees
not to oppose any effort and will cooperate with CES to obtain
rejection orders.  In addition, APP will support the Debtors'
request before the District Court seeking confirmation of the
Bankruptcy Court's authority to authorize rejection of the Power
Purchase Agreements.  If the District Court determines that the
Bankruptcy Court has authority to authorize rejection of the
Power Purchase Agreements, CES will file a Rejection Motion with
the Bankruptcy Court seeking to terminate the Power Purchase
Agreements.

Mr. Seidel says the parties will soon present to the Court a
proposed agreed order.

                    Court Approves Amendments
                 to the Power Purchase Agreement

Judge Lifland approves the amendments to the Power Purchase
Agreements.  The Suspension Period commences on March 22, 2006.

Judge Lifland will convene a hearing at a later date to consider
APP's request:

     * for payment of its administrative expense claim; and

     * for the Court to fix a date by which the Power Purchase
       Agreements must be assumed or rejected by the Debtors.

                    About Calpine Corporation

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


CARGO CONNECTION: Redeems Series A 6.5% Conv. Promissory Notes
--------------------------------------------------------------
Cargo Connection Logistics Holding, Inc. (OTC BB: CRGO) made the
decision to redeem its outstanding Series A 6.5% Convertible
Promissory Notes which date back prior to 2005 when the Company
was still known as ChampionLyte Holdings, Inc.

The Company has already begun to redeem these notes.  
Specifically, these notes were from Advantage Fund I, LLC and are
either still in their possession or were assigned to other Holders
under the same terms and conditions as the original note.  While
the notes had favorable terms, the conversion feature potentially
hurt the Company by the Holder's ability to obtain and sell
additional common shares in the market, potentially causing a
downturn in the price per share.

"We are continuing to try and redeem the remaining assigned notes
from their current holders," said Cargo Connection Logistics
Holding, Inc. CFO Scott Goodman.

                     Goodbye, Knightsbridge

In addition to the redemption of the old debt, the Company has
terminated its consulting agreement with Knightsbridge Capital.  
In January 2005, ChampionLyte hired Miami-based Knightsbridge to
explore strategic options; CEO David Goldberg indicated at that
time that Knightsbridge had presented several attractive merger
opportunities.  

"The Company will continue to review all former contracts the
Company had entered into prior to Cargo Connection Logistics'
involvement to determine the value to the Company as well as to
the Company's shareholders," said Mr. Goodman.  "The Company has
retained new counsel to examine all of the financial instruments
and contracts the Company had in place prior to new management
taking control in 2005."

            About Cargo Connection Logistics Holding

Cargo Connection Logistics Corp. -- http://www.cargocon.com/-- is
a leader in world trade logistics.  Headquartered adjacent to JFK
International Airport, the company is a transportation logistics
provider for shipments importing into and exporting out of the
United States, especially through the Gateways of Chicago,
Illinois; JFK, New York; Miami, Florida or Atlanta, Georgia, with
service areas throughout the Unites States and North America.
Mid-Coast Management, Inc. has container freight stations
specifically designed to handle internationally arriving freight
for the major retail suppliers through its CFS facilities in
Florida, Georgia, Illinois, New York and Ohio.  Since its
inception, Mid-Coast Management has developed relationships with
many retailers and also works with Freight Forwarders from around
the world.

Cargo Connection's balance sheet showed $2,824,440 in total assets
at Sept. 30, 2005, and liabilities of $6,102,605, resulting in a
$3,278,165 stockholders' deficit.


CARMIKE CINEMAS: Receives Non-Compliance Notice from Nasdaq
-----------------------------------------------------------
Carmike Cinemas, Inc. (NASDAQ: CKEC) received notice from Nasdaq
on Mar. 28, 2006, that it is no longer in compliance with Nasdaq
Marketplace Rule 4310(c)(14), which requires timely filing of
reports with the Securities and Exchange Commission.  This could
result in the delisting of Carmike's securities by Nasdaq.  
Carmike plans to request a hearing from the Nasdaq Listing
Qualifications Panel on this matter to present its position.  Any
action by Nasdaq will be stayed until the hearing is completed and
a decision is issued.  Carmike's securities will remain listed
pending the result of this process.  There can be no assurance
that Nasdaq will grant Carmike's request for continued listing.

                     Delayed Form 10-K Filing

On Mar. 15, 2006, Carmike Cinemas filed a Form 12b-25 with the
Securities and Exchange Commission relating to the delayed filing
of its Form 10-K for the year ended Dec. 31, 2005.  The company
has determined that it does not expect to file its Form 10-K by
the extended Mar. 31, 2006 deadline.  The company is finalizing
its review of certain technical accounting issues, including the
application of FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations," and the impact of
certain lease modifications.  In addition, in connection with its
ongoing review, the company has determined that certain leases may
not have been properly classified for accounting purposes.  
Specifically, management is reviewing approximately 35 leases
entered between 1985 to 1999 that have been classified as capital
leases.  Management is reviewing and analyzing whether these
leases should have been classified as operating leases or "long
term financing obligations" under EITF 97-10, including any
resulting financial statement impact, and whether, with respect to
any capital leases, any increase or decrease in existing capital
assets or obligations is appropriate.  Management is working
closely with the Board's Audit Committee in connection with this
ongoing review.  In addition, Carmike's external accounting
advisers are working with management in its analysis of these
lease accounting issues.  Carmike is also working with its
independent registered public accounting firm to resolve these
issues.

Management currently believes that any potential changes due to
the lease accounting issues will not have a material impact on the
cash flows of the business.  However, due to the highly technical
nature of the lease accounting issues and management's ongoing
review of certain other accounting issues noted above, there can
be no assurance as to the ultimate accounting impact.  The
resolution of these issues could require Carmike to restate
financial statements for certain prior periods.

In addition, Carmike's evaluation of internal control over
financial reporting as of Dec. 31, 2005 is not yet complete.  As
the company completes its evaluation of internal control over
financial reporting, control deficiencies may be identified and
those control deficiencies may represent one or more material
weaknesses.  The existence of one or more material weaknesses
precludes a conclusion by management that the company's internal
control over financial reporting was effective at December 31,
2005.

The company has been in contact with the administrative agent
under its credit agreement.  Management is seeking a waiver to
provide the company a reasonable period to determine any necessary
financial statement adjustments and provide year-end financial
statements to the lenders as required, however there can be no
assurance that such waiver shall be granted.

"We appreciate the patience and understanding our stockholders
have given the company during this delay.  We continue to work
diligently with our audit committee, outside advisers and
independent auditors to conclude our review as soon as
practicable," stated Martin A. Durant, Carmike's Senior Vice
President-Finance, Treasurer and Chief Financial Officer.

Headquartered in Columbus, Georgia, Carmike Cinemas, Inc. --
http://www.carmike.com/-- is a premiere motion picture exhibitor  
in the United States with 301 theatres and 2,475 screens in 37
states, as of December 31, 2005.  Carmike's focus for its theatre
locations is small to mid-sized communities with populations of
fewer than 100,000.

Standard & Poor's Ratings Services placed its ratings on Carmike
Cinemas including the 'B' corporate credit rating, on CreditWatch
with negative implications after the company announced it will not
be filing its SEC Form 10-K within the 15-day extension period.

Moody's Investors Service also changed the outlook for the company
to negative from positive and affirmed Carmike's B2 corporate
family rating, the B1 senior secured bank facility rating and the
Caa1 rating on Carmike's senior subordinated notes.


CATHOLIC: Spokane Litigants Settle Protective Order Request
-----------------------------------------------------------
As previously reported, the Diocese of Spokane and 22 members of
the Association of Parishes in Washington took an appeal from
Judge Williams' order granting the Committee of Tort Litigants'
request for partial summary judgment and finding that certain
properties that the Diocese "held for another" actually constitute
property of the Diocese's estate, to the U.S. District Court for
the Eastern District of Washington.

The Diocese, the Association of Parishes, St. Philip's Villa,
Inc., and certain related schools and ministries also took an
appeal from the order issued by the U.S. Bankruptcy Court for the
Eastern District of Washington denying the Association's request
to dismiss the Litigants Committee's complaint for lack of
standing and lack of jurisdiction, to the District Court.

Among other things, the parties asked the District Court to review
whether the Bankruptcy Court erred:

    (1) by granting summary judgment without addressing or
        considering the evidence submitted, and whether it:

        -- infringed the Diocese's rights under the state or
           federal Constitutions; and

        -- violated the Religious Freedom Restoration Act;

    (2) by expanding the Diocese's estate to include the equitable
        interest in parish property;

    (3) in its interpretation of Washington's corporation sole
        statute, and its ruling that no statutory trust exists;

    (4) by holding that evidence of bare legal title to real
        estate in the name of the Bishop of Spokane was sufficient
        to mandate the Court's determination that there was no
        material issue of controverted fact presented as to the
        existence of the Association's claimed and asserted
        interests in the real estate;

    (5) by refusing to consider the internal rules of the
        religious organization to which the Diocese and the non-
        debtor Parishes belong prior to extinguishing beneficial
        interests of the non-debtor Parishes in real property; and

    (6) by finding the existence of a case and controversy between
        St. Philip's and the Creditors Committee.

The Association also asked the District Court to review several
other issues including whether the Bankruptcy Court erred:

    (a) in holding that Section 541 of the Bankruptcy Code creates
        a private cause of action and remedy allowing a creditors
        committee to seek declaratory relief in an adversary
        proceeding against non-debtors;

    (b) holding that a creditors committee has standing to seek
        substantive consolidation against non-debtors, non-moneyed
        entities, which may not be placed into involuntary
        bankruptcy pursuant to Section 303 of the Bankruptcy Code;
        and

    (c) holding that the relief sought by the Litigants Committee
        in its adversary complaint constituted a "core" proceeding
        under the Judiciary Procedures Code.

The Diocese and the other appellants asked the Bankruptcy Court to
stay the Orders pending the appeals.

The Litigants Committee, with the support of the Tort Claimants'
Committee, objected to the stay requests.

                   District Court Upholds Ruling

District Court Judge Justin Quackenbush affirms the Bankruptcy
Court's decision denying the Association's request to dismiss the
Litigants Committee's complaint.

Judge Quackenbush holds that no statute or rule prohibits the
Litigants Committee from bringing an adversary action before the
Bankruptcy Court.  Therefore, the Committee had standing to bring
its complaint.

According to Judge Quackenbush, to hold that "only the trustee or
debtor may bring an action to determine the assets of the estate,
particularly in a debtor in possession Chapter 11 case where the
debtor has claimed that the parish assets are not part of its
bankruptcy estate" would:

    -- be contrary to the letter and intent of the bankruptcy
       laws; and

    -- prevent the Court and the creditors from having full
       information as to all the assets of the Diocese in voting
       and ruling on the Chapter 11 Plan of Reorganization.

Judge Quackenbush says it is not essential that specific
permission be given to bring an adversary action to determine the
assets of the estate because it would be a "waste of scarce
assets" in the case.

Judge Quackenbush further holds that the adversary proceeding is a
core issue over which the Bankruptcy Court has jurisdiction.

With respect to the summary judgment aspect of the appeal, Judge
Quackenbush refrained from issuing a decision and instead directed
the parties to address the questions of whether there are material
issues of fact in the matter sub judice as to the interest of the
parties in the parish real properties, including:

    -- when the properties were acquired;
    -- who negotiated their acquisition;
    -- how they were acquired;
    -- whose money was utilized to acquire the properties; and
    -- how the acquired properties were titled.

Judge Quackenbush directs the Diocese and the Association to serve
and file a joint brief of their appeal referencing arguments
raised in Bankruptcy Court pleadings concerning disputed or
undisputed material facts and any additional authorities
supporting their positions.  The Litigants Committee will also
file a response.

The District Court expects briefing to be completed by early May
2006.

                  22 Parishes Want Orders Stayed

Pending District Court Judge Quackenbush's ruling on the summary
judgment issue of the appeal brought by the Diocese of Spokane and
the 22 members of the Association of Parishes, the 22 Parishes ask
the Court to stay the litigation in the interest of estate
financial preservation and judicial economy.

"Without a stay pending appeal, the Parishes will be irreparably
harmed by the likely liquidation of assets that are necessary for
the ongoing operation of the Parishes," John D. Munding, Esq., at
Crumb & Munding, P.S., in Spokane, Washington, asserts.

             Litigants Committee Say No to Stay Request

Representing the Committee of Tort Litigants, James I. Stang,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP, in
Wilmington, Delaware, argues that the 22 Parishes cannot have it
both ways.  Either the 22 Parishes agree to the settlement at
which time the Litigants Committee will stay the adversary
proceeding as to the 83 Parishes; or the 22 Parishes will
successfully block the settlement in which case they will have
undermined their own stated rationale for the stay.

Mr. Stang notes that the Bankruptcy Court's Order does not address
the real property in which the other 60 or so parish defendants in
the adversary proceeding claim an interest, and does not relate to
any of the personal property in which all of the parish defendants
claim an interest.  The Bankruptcy Court's Order also does not
deal with the adversary proceedings' claim for substantive
consolidation.

For these reasons, the Litigants Committee must continue
prosecuting the adversary proceeding.

Moreover, the 22 Parishes fail to satisfy their burden under Rule
8005 of the Federal Rules of Bankruptcy Procedure to show that a
stay is warranted, Mr. Stang asserts.

                         Discovery Requests

In December 2005, the Litigants Committee propounded requests for
production and special interrogatories on all 83 members of the
Association of Parishes.  The requests cover a broad spectrum of
documents relating to the Parishes' organization, real property
ownership, financial information, operations, and ownership of
personal property.

                       Objections to Discovery

(A) 83 Parishes

The 83 Parishes argue that a number of the requests demand
documents "without regard to time" and will generate hundreds and,
in the larger Parishes, thousands of documents.

The 83 Parishes ask the Court to issue a protective order
declaring that the Parishes will make available the documents as
they are ready for review by the Litigants' Committee's counsel so
that the process can take place over a period of time.  The
responses to the requests will be provided as they are completed,
rather than in one large group on any particular date.  The
Parishes believe that this process allows for a methodical
production of the documents and preparation of the appropriate
responses.

(B) Catholic Charities, et al.

Representing Catholic Charities, Inc., Morning Boys' Ranch, Inc.,
and the Catholic Cemeteries of Spokane, doing business as Holy
Cross Cemetery and St. Joseph Cemetery, Christopher J. Kerley,
Esq., in Keefe, King & Bowman, P.S., in Spokane, Washington, notes
that the Bankruptcy Court has not yet determined whether
substantive consolidation is appropriate as to Catholic Charities,
Morning Boys and Catholic Cemeteries.

Accordingly, unless and until there is a determination by the
Court that substantive consolidation is a appropriate under the
facts and circumstances of the Three Objecting Parties' existence
and operation, the information sought in the Interrogatories or
Requests for Production as to real or personal property owned by
Catholic Charities, Morning Boys and Catholic Cemeteries is
irrelevant, and not subject to discovery, Mr. Kerley asserts.

The Three Objecting Parties believe that with the pending
settlement proposed by the Diocese to the Litigants Committee, the
need or expensive discovery to non-debtor defendants in the
adversary proceeding is "dubious".

The Catholic Charities, Morning Boys and Catholic Cemeteries ask
Judge Williams to stay any further discovery of the matter to
maintain the status quo until the settlement has been reviewed and
either approved or rejected.

                   Litigants Committee Responds
                     to Discovery Objections

Mr. Stang tells the Court that the 83 Parishes fail to provide any
facts to substantiate their claim that the requested discovery is
burdensome or irrelevant.

While the Litigants Committee was willing and able to discuss a
compromise with the 83 Parishes, the Parishes have failed to
comply with the local rules requiring a meet and confer within
five days of filing the request, and also failed to respond to two
e-mails requesting a meet and confer.  Now that the issue is
before the Court, Mr. Stang says, the Parishes should be held
accountable for their failure to produce any responses or
documents to the Litigants Committee nearly two months after the
amended discovery requests were served.

According to Mr. Stang, Catholic Charities, Morning Boys' Ranch,
and the Catholic Cemeteries of Spokane also fail to articulate any
bases for a stay.

Mr. Stang notes that the settlement offer provides for a stay of
the litigation as to Catholic Charities, Morning Boys' Ranch, and
the Catholic Cemeteries of Spokane if they contribute financially
to the settlement.  However, Catholic Charities, Morning Boys'
Ranch, and the Catholic Cemeteries of Spokane "have not made such
contributions," Mr. Stang says.

Moreover, Catholic Charities, Morning Boys' Ranch, and the
Catholic Cemeteries of Spokane's request fails to articulate any
good cause for issuance of a protective order.

Like the Parishes, Catholic Charities, Morning Boys' Ranch, and
the Catholic Cemeteries of Spokane have also failed to meet and
confer with the Litigants Committee as required by the Local
Rules, Mr. Stang adds.

For these reasons, the discovery request should not be subject to
a protective order, Mr. Stang explains.

               Protective Order Requests is Resolved

In a court-approved stipulation, the 83 Parishes and the
Litigants Committee agree that the 83 Parishes will make discovery
requests available, as they are ready for review.  The 83 Parishes
promise to make discovery responses for as many Parishes as
possible.

The 83 Parishes also withdraw their objection with regards the
interrogatories and document requests.

The request for protective order filed by Catholic Charities,
Inc., Morning Boys' Ranch, Inc., and the Catholic Cemeteries of
Spokane, is withdrawn.

                   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)


CCM MERGER: Poor Performance Cues S&P to Put B+ Rating on Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
CCM Merger Inc., including the 'B+' corporate credit rating, on
CreditWatch with negative implications.  Detroit-based CCM Merger
is the parent company of MotorCity Casino.  The CreditWatch
listing reflects a decline in MotorCity's operating performance in
2005 relative to Standard & Poor's previous expectations.
     
EBITDA performance in 2005 fell short of expectations partly due
to a more competitive marketing environment in the Detroit market.
CCM Merger does not publicly file its financial statements.
     
Even though revenue growth in 2006 has been positive through
February, Standard & Poor's will review CCM Merger's EBITDA
expectations for 2006 and in subsequent years, as well as
expectations for competitive operating conditions in the Detroit
gaming market, when resolving its CreditWatch listing.  If the
ratings review results in a downgrade, Standard & Poor's expects
it would be limited to one notch.


CLECO EVANGELINE: Moody's Reviewing & May Downgrade Bond Rating
---------------------------------------------------------------
Moody's Investors Service placed the B1 rating of the senior
secured bonds of Cleco Evangeline, LLC under review for possible
upgrade.

The review of Evangeline's rating was prompted by the review for
upgrade of The Williams Companies, Inc., initiated April 4, 2006.
The review of Williams will focus on the company's improved credit
and liquidity prospects.  Fundamental to the rating of Evangeline
is the fact that Williams guarantees the payments of its
subsidiary, Williams Power Company, Inc., under a long-term
tolling agreement between WP and Evangeline that expires in 2020.
This tolling agreement is the principal source of cash flow for
the Evangeline project.

The power project, which is located in the overbuilt southeastern
U.S., has been dispatched less often than had been originally
anticipated.  However, the project continues to receive regular
capacity payments, which represent the core component of cash flow
for debt service, and are based upon the plant's average and peak
availability target levels.  Given the historical operating
performance of the plant, Moody's anticipates that Evangeline will
be able to continue to achieve required availability levels and
receive associated capacity payments.  Evangeline's ability to
cover required debt service obligations has remained robust due to
the receipt of contracted capacity payments.

The rating review will focus on the outcome of the Williams
ratings review, and will also assess the expected financial
performance at Evangeline as it operates in a power market that
Moody's believes will remain severely overbuilt over the next
several years.

Located in St. Landry, Evangeline Parish, Louisiana, Evangeline is
a 785 MW natural gas fired generating station.  Evangeline is
owned 100% by Cleco Corporation, an electric utility and energy
company headquartered in Pineville, Louisiana.


COREL CORP: Dominant Competitor Pressure Cues Moody's B3 Ratings
----------------------------------------------------------------
Moody's Investors Service assigned first time corporate family
rating of B3 to Corel Corporation and B3 ratings to Corel's
proposed senior secured term loan facility and senior secured
revolving credit facility.  Moody's also assigned a SGL-2
liquidity rating, reflecting good liquidity.  Combined proceeds of
$90 million from the term loan and those of Corel's IPO, expected
to take place simultaneously with the debt financing, will be used
to repay Corel's existing debt.  The rating outlook is stable.

The ratings reflect Corel's niche nature and the presence of
dominant competitors in each of Corel's key product categories;
its need to make its products industry compatible and thus
reliance on other similar players for technical information; the
small size of total revenue and with some of its new revenue
generating initiatives still in the early stage of being
implemented; and limited asset protection with its balance sheet
largely comprised of intangible assets.

The ratings also considers the long track record of Corel's key
products; Corel's strong free cash flow generation, especially
compared to its amount of borrowing and cash cost base; and its
modest leverage with Debt to EBITDA at less than two times.

Corel's ratings could be negatively influenced to the extent that:

   (1) it is unable to develop versions compatible with on-going
       industry standards which will result in decline in product
       sales;

   (2) a significant leveraging event partly due to further
       acquisitions to add to Corel's product portfolio; and

   (3) unsuccessful acquisitions strategy which may result in
       loss making new products and services.

These first time ratings were assigned:

   * Corporate family rating -- B3

   * $75 million senior secured revolving credit facility due
     2011 -- B3

   * $90 million senior secured term loan facility due 2012 -- B3

   * Speculative Grade Liquidity rating of SGL-2

The rating outlook is stable

Corel Corporation is a global packaged software company.  It
provides products in the areas of office productivity, graphics,
and digital imaging software.


DANA CORP: TPC Says Forward Contract Merchants Aren't Utilities
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 24, 2006,
the U.S. Bankruptcy Court for the Southern District of New York  
allowed Dana Corporation and its debtor-affiliates, on an interim
basis, to pay 215 utility companies in order to continue access to
their services.

                TPC Wants to Be Removed from List

Before the Petition Date, EnergyUSA-TPC Corp. entered into
various contracts with Dana Corporation for the future purchase
and supply of natural gas for Dana and various of its
subsidiaries, including Preferred Technical Group, Inc., Spicer
Driveshaft Manufacturing, Inc., and Glacier Vandervell, Inc.

The Debtors identified TPC as a "Utility Company" in the Utility
Motion.

Jason M. Torf, Esq., at Schiff Hardin LLP, in Chicago, Illinois,
clarifies that TPC is not a "utility" within the meaning of
Section 366 of the Bankruptcy Code because, among others:

   (1) TPC has no monopoly on the sale or distribution of natural
       gas to the Mitchell, Marion, Ft. Wayne and Columbia City,
       Indiana facilities, the Toledo, Maumee, McConnelsville,
       and Cadwell, Ohio facilities, or any other facilities of
       the Debtors.  The Debtors may purchase gas from any other
       source who will sell it; and

   (2) TPC is not regulated by any utility regulatory body. It
       has no filed tariffs and no distribution facilities.  
       Except for contracts voluntarily entered into with
       counterparties, TPC owes no obligation -- as a utility
       does -- to sell or deliver natural gas to any person.

Mr. Torf contends that TPC is a "forward contract merchant" under
Section 101(26).  TPC enters into forward contracts, under
Section 101(25), for the purchase and sale of natural gas to
other parties.

Hence, the relationship between Debtors and TPC is not governed
by Section 366, but by Section 556 of the Bankruptcy Code and the
terms of their Contracts.

Section 556 provides that the right of forward contract merchants
to liquidate forward contracts will not be stayed, avoided, or
otherwise limited by operation of any provision of the Bankruptcy
Code or by a Court order.

Accordingly, TPC asks the Court to:

   (a) deny the Debtors' Utility Motion to the extent it purports
       to include TPC, on the grounds that TPC is not a "Utility"
       or "Utility Company"; and

   (b) vacate the Interim Utility Order with respect to TPC.

           KY Utilities' Objection Deadline Extended

The Debtors engaged into negotiations with Kentucky Utilities
Company and Louisville Gas and Electric Company.

In a Court-approved stipulation, the Parties agree that:

   (1) the deadline for the KY Utilities to file and properly
       serve a Procedures Objection is extended through and
       including March 28, 2006.  A Procedures Objection filed
       and served by the KY Utilities on or before March 28, 2006
       will be deemed timely under the Opt-Out Procedures;

   (2) the Final Hearing to resolve any Procedures Objection
       filed by the KY Utilities will be conducted on April 19,
       2006 at 10:00 a.m., Eastern Time;

   (3) in the event that the KY Utilities do not file a
       Procedures Objection or the Court denies any request of
       the KY Utilities to opt-out of the Adequate Assurance
       Procedures, the deadline for the KY Utilities to request
       an Adequate Assurance Deposit or make an Additional
       Assurance Request is extended through and including the        
       later of:

        (x) April 24, 2006; or

        (y) three business days following the Court's denial of
            any request by the KY Utilities to opt out.

The KY Utilities are restrained from discounting, altering or
refusing service to the Debtors to the same extent restrained
under the Utility Motion and Utility Order until the latest of:

   (a) an out-of-court resolution of any timely Procedures
       Objection filed by the KY Utilities;

   (b) a ruling by the Court on any timely Procedures Objection
       filed by the KY Utilities;

   (c) an out-of-court resolution of an Additional Assurance
       Request made by the KY Utilities; or

   (d) a Court ruling on an Adequate Assurance Request made by
       the KY Utilities.

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)


DEEP RIVER: Plan-Solicitation Period Stretched to June 24
---------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey,
extended, until June 24, 2006, the period within which Deep River
Development Group, L.L.C., has the exclusive right to solicit
acceptances of its plan.

The Debtor said that the extension would allow them more time to
solicit acceptances and resolve any plan-related objections that
may be filed.

                   Terms of the Plan

As reported in the Troubled Company Reporter on Aug. 16, 2005, the
Debtor delivered a Disclosure Statement explaining its Plan to the
Bankruptcy Court.

Under the Plan, these secured claims will be paid in full:

   Secured Creditor                       Claim Amount
   ----------------                       ------------
   Lee County Tax Assessor                     $23,783
   G.P.G. Development, LLC                  $3,884,000
   John and Lisa Schmidlin                    $683,683
   Sea Jade Holding, LLC                      $364,208
   LaRue Management, Inc.                     $125,894
   Sycamore/Custom Living LLC                 $644,462
   Valley Club Investment Group               $462,887
   Custom Living Investment Group I, LLC      $167,009
   Al Prince & Associates                      $35,952
   
General unsecured creditors, owed $1,039,695, are impaired.  The
Disclosure Statement does not discuss how the Debtor will pay
unsecured claims, nor does the Debtor indicate what creditors
could expect to receive if the estate were liquidated under
chapter 7 of the Bankruptcy Code.

The Debtor's two equity holders -- Valley Club Investment Group
III, LLC (1%), and Custom Living Investment Group I, LLC (99%) --
will retain their equity interests in the Reorganized Debtor.

                         Plan Funding

The Debtor obtained a $29 million real estate construction loan
commitment from Long Ridge Capital Associates LLC.  The loan will
refinance the development of the Debtor's property to attract a
higher market value.

Headquartered in Chester, New Jersey, Deep River Development
Group, L.L.C., filed for chapter 11 protection on June 29, 2005
(Bankr. D.N.J. Case No. 05-31279).  Morris S. Bauer, Esq., at
Ravin Greenberg PC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it listed $10,630,651 in assets and $7,259,431 in debts.


DELPHI CORP: Bankruptcy Court Approves UAW Attrition Program
------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved on April 7, 2006, Delphi
Corporation and its debtor-affiliates' attrition agreement with
the United Auto Workers Union and its former parent, General
Motors Corp.

Nick Zieminski, at Reuters, reports that the bankruptcy court
approval allows Delphi to provide about 13,000 UAW members with
retirement incentives funded by GM.  Around 5,000 Delphi workers
can now also opt to return to jobs at GM.

                       Attrition Program

Delphi, GM and UAW conceived the attrition program to rapidly
reduce labor cost structures at Delphi's U.S. operations.  At the
core of the plan are incentives to ease the transition of workers
into retirement as well as programs to facilitate the repatriation
of UAW-represented Delphi employees back to GM.  

As reported in the Troubled Company Reporter on March 23, 2006,
approximately 13,000 hourly union-represented employees may be
eligible to participate in the plan.  Certain eligible hourly
employees will be offered a lump sum payment of $35,000 to retire.  
Another 5,000 employees will have the opportunity to transfer to
GM through the end of September 2007.

GM agreed to provide substantial financial support under the
program.  Under the proposed plan, GM will assume the financial
obligations related to the lump sum payments to be made to
eligible Delphi U.S. hourly employees accepting normal or
voluntary retirement incentives and certain post-retirement
employee benefit obligations related to Delphi employees who flow
to GM under the plan.

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of  
ehicle 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.  


DRESSER INC: Wants to Delay Release of Financials Until Sept. 30
----------------------------------------------------------------
Dresser, Inc. is seeking an extension from the lenders under its
senior secured credit facility and senior unsecured term loan of
its financial statement delivery requirement.  The request would
extend the deadline to Sept. 30, 2006, for providing audited
financial statements for the fiscal year ended Dec. 31, 2005, and
unaudited financial statements for the fiscal quarters ended March
31 and June 30, 2006.

Except for the delivery of its financial statements and related
Securities and Exchange Commission filings, the Company believes
it is in compliance with all other requirements of its credit
facility and loan agreements.

The Company said the delay was necessary in order to address
certain accounting issues, including the need for certain
accounting and auditing procedures related to a foreign joint
venture.  The financial results of the joint venture did not
become significant to the company until Dresser sold two of its
business units on Nov. 30, 2005.  Dresser estimates its portion
of the net income from the joint venture in 2005 to be less
than $3 million.  In 2005, the company received approximately
$1.9 million in cash dividends from the joint venture.

The company noted that it does not expect any of the accounting
issues to affect its cash position, but some could potentially
affect the timing of recognition of certain revenues and expenses.

As the company has previously noted, its backlog, bookings and
cash flow remain strong.  Since early December 2005, it has made
approximately $276 million in voluntary prepayments on its debt,
consisting of $236 million from the net cash proceeds of the
divestitures and $40 million from its operating cash flow.  It
will make its next regularly scheduled interest payment to the
holders of its 9-3/8% Senior Subordinated Notes on April 14, 2006.

                       About Dresser, Inc.

Based in Addison, Texas, Dresser, Inc. -- http://www.dresser.com/
-- is a worldwide leader in the design, manufacture and marketing
of highly engineered equipment and services sold primarily to
customers in the flow control, measurement systems, and
compression and power systems segments of the energy industry.  
The Company has a comprehensive global presence, with over 8,500
employees and a sales presence in over 100 countries worldwide.

Dresser, Inc.'s 9-3/8 Senior Subordinated Notes due 2011 carry
Moody's Investor Service's and Standard & Poor's single-B ratings.

                          *     *     *

As reported in the Troubled Company Reporter on March 30, 2006,
Moody's Investors Service placed these ratings for Dresser, Inc.,
under review for possible downgrade as a result of the company's
inability to file its 2005 Annual Report on Form 10-K by the March
31, 2006 requirement:

     * Ba3 -- Corporate Family Rating;

     * Ba3 rated senior secured Tranche C term loan maturing 2009;

     * B1 rated senior unsecured term loan maturing 2010; and

     * B2 rated senior subordinated notes maturing 2011.


DYNEGY HOLDINGS: Moody's Rates Proposed $600 Mil. Facility at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Dynegy Holdings
Inc.'s proposed $600 million senior secured bank facility.  The
rating outlook is stable.

The bank facility, which replaces DHI's current $400 million
revolving credit facility, includes a $400 million three-year
revolver and a $200 million six-year synthetic letter of credit
facility.  The facilities are secured by a first priority lien on
substantially all of the company's assets, including the stock in
its subsidiaries.  The facility also benefits from a guarantee
from parent company, Dynegy Inc., and from the majority of its
subsidiaries.

The revolver is available for collateral requirements and other
letters of credit, capital expenditures and working capital needs.  
Moody's expects that DHI will be in compliance with the financial
covenants package included in the agreement.

The stable rating outlook reflects Moody's expectation of DHI's
continued operating performance improvement as the power markets
recover.  DHI's ratings could improve through a combination of
improving operational performance, consistent positive free cash
flow, and cash flow coverage above 10%. The ratings could drop as
a result of further deterioration in operating or financial
performance relative to plan, a leveraging acquisition, or further
reduction in liquidity.

Headquartered in Houston, Texas, Dynegy Inc., is the parent of
Dynegy Holdings Inc.  Dynegy's primary business is power
generation.


EAGLEPICHER HOLDINGS: Selling Delphi Claims to Hain for 55% & 75%
-----------------------------------------------------------------
EaglePicher Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio to authorize
the private sale of their assets, consisting of claims in the
Delphi Automotive Systems, LLC, chapter 11 case, to Hain Capital
Holdings, LLC.

EaglePicher Automotive, Inc., EaglePicher Holdings' debtor-
affiliate holds a $339,670 prepetition claim against Delphi.  In
addition EP Automotive has filed a reclamation demand for goods
currently held by Delphi.  

Under the Transfer of Claims agreement with Hain, the Debtors
agree to sell their Delphi unsecured claim for approximately
$159,950, representing 55% of the claim amount.  The Debtors will
also sell its reclamation claim to Hain for 75% of its value.  The
U.S. Bankruptcy Court for the Southern District of New York, which
has jurisdiction over Delphi's bankruptcy case, will determine the
value of the reclamation claim.

EaglePicher Inc., another debtor-affiliate, also proposes to sell
its $48,943 unsecured claim and $7,994 reclamation claim to Hain
for $26,919 and $5,995, respectively.

Jeffrey A. Marks, Esq., at Squire, Sanders & Dempsey LLP, tells
the Bankruptcy Court that the sale of its Delphi claims will give
the Debtors access to much-needed cash.   Mr. Marks adds that
Hain's purchase offer is fair and reasonable considering the
likely distributions to creditors expected in the Delphi
bankruptcy case.

                         About EaglePicher

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer  
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.


EMJ CO: Moody's Lifts Note Rating to Ba3 from B1 Following Merger
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating for Earle M.
Jorgensen Company's senior secured notes to Ba3 from B1 and
confirmed the company's Ba3 corporate family rating.  The upgrade
to the senior secured notes is related to the merger of EMJ and
Reliance Steel & Aluminum Co., which closed on April 3, 2006.

As part of the merger agreement, EMJ's $300 million secured
revolving credit facility was terminated and a new revolving
credit facility was established with Reliance as the lender.  The
new revolver is for $80 million but availability could be limited
by the amount that is permitted to be drawn under Reliance's $700
million credit facility.

If requested by Reliance, the new revolver shall be secured by
EMJ's assets that are not pledged to the senior secured notes,
essentially domestic accounts receivable and inventory.  In
consideration of the small size of the revolver relative to EMJ's
current and total assets, Moody's raised the rating of the notes
to Ba3, which is equal to EMJ's corporate family rating.  Reliance
is not guaranteeing EMJ's debt nor will EMJ guarantee Reliance's
debt.  EMJ's rating outlook is stable.  This concludes Moody's
review of EMJ, which began upon the merger announcement in January
2006.

EMJ's ratings reflect the relatively high and stable margins
associated with its core bar and tubular products, a diverse mix
of customers served by its broad North American metals
distribution network, and the relative stability of the metals
distribution business.  EMJ's advanced information technology
systems and efficient management of working capital and fixed
assets enhance its customer service levels and help generate
strong returns on assets.  The ratings are constrained by
fluctuating demand and prices for metals, the cyclicality of the
end markets that consume metals, and risks related to the parent
company, Reliance, including merger integration risk.

EMJ's $250 million of 9.75% senior secured notes are secured by
its property, plant and equipment, which had a net book value of
about $130 million at Dec. 31, 2005.  The notes can be put to the
company upon a change of control.  At the end of 2005, EMJ had
borrowings of $29 million under its secured revolving credit
facility, total debt of $286 million, net working capital of $271
million, and total assets of about $650 million.

Reliance and EMJ merged on April 3, 2006.  EMJ had net sales and
EBITDA of $1.7 billion and $152 million, respectively, for the
twelve months ended Dec. 31, 2005.  In 2005, Reliance had net
sales and EBITDA of $3.4 billion and $410 million, respectively.
Reliance's debt will be $1.1 billion pro forma for the merger, or
2x pro forma EBITDA.

In the next week, Moody's plans to publish a Special Comment on
North American metals distributors.  The report will look more
closely at several distributors, including EMJ and Reliance, and
examine the characteristics of the industry that influence Moody's
ratings.


ERA AVIATION: Court Okays Assumption of AAL Aircraft Trust Lease
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Alaska gave Era
Aviation, Inc., authority assume its Aircraft Lease Agreement
dated June 10, 2005, with AAL Aircraft Trust, c/o Wells
Fargo Delaware Trust Company.

As reported in the Troubled Company Reporter on Mar. 3, 2006, the
Lease Agreement covers the lease of a DeHavilland Dash 8 - 37
passenger twin propeller aircraft with Registration Number N735AG,
Serial Number 258.  Under that Lease Agreement, the Debtor
exercised the first of three one-year lease extensions on
Sept. 27, 2005, extending the term of the aircraft lease for 12
months until Dec. 10, 2006.

Pursuant to 11 U.S.C. Section 1110(a)(2), the Debtor agreed to
perform all obligations required under the Aircraft Lease
Agreement with AAL Aircraft.  The Debtor told the Court that due
to the importance of the Lease Agreement to its air transportation
business, assumption of the lease is in the best interests of its
estate so it can continue its core operations of providing
passenger air transportation.

The Debtor assured the Court that it has provided adequate
assurance of future performance under Section 365(b)(1)(C) of the
Bankruptcy Code because it has more than sufficient cash to
satisfy all of its ongoing obligations under the lease.

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.


FARMLAND IND: Court Approves $150,000 Deal with Bay State Milling
-----------------------------------------------------------------
J.P. Morgan Trust Company, N.A., in its capacity as Liquidating
Trustee of FI Liquidating Trust appointed in Farmland Industries,
Inc., and its debtor-affiliates' chapter 11 cases, sought and
obtained permission from the U.S. Bankruptcy Court for the Western
District of Missouri to sell all of the Debtors' right, title and
one-third interest in United Processors, LLC, to Bay State Milling
Company, free and clear of liens, claims and interest.

As reported in the Troubled Company Reporter on Feb. 8, 2006,
Bay State offered to purchase the United Processors stake for
$150,000.

The Liquidating Trustee said that it previously marketed the
United stake to potential buyers but no one was interested.  The
Liquidating Trustee believes that the purchase price for the
United stake is fair and reasonable, and the proposed sale is in
the best interests of the Debtors' estate, creditors and other
parties in interest.  The Liquidating Trustee relates that the
proceeds of the sale will be distributed in accordance with the
Plan.

                  About United Processors LLC

United Processors LLC evaluates, builds, and acquires businesses
and operations with an emphasis in the flour milling industry.  
United Processor is currently owned in equal third interests by
Farmland Industries, Inc., Bay State Milling Company, and Cenex
Harvest States Cooperatives.  United Processor's only holding is a
66.42% interest in Rocky Mountain Milling LLC, which operates a
flour mill in Colorado.

                 About Bay State Milling Company

Bay State Milling Company -- http://www.baystatemilling.com/--
operates flour mills in the Bay State and other states.  The
company provides U.S. wholesale and retail bakers, as well as
bakery and food service distributors, will a variety of flour
products.  It mills about 7 million pounds of flour each day and
specializes in rye, durum, and whole wheat flours. Subsidiary
Rocky Mountain Milling produces organic wheat flours.  The company
is owned by the Rothwell family and was formed by Bernard Rothwell
in 1899.  Bay State Milling operates facilities in the eastern,
midwestern, and southwestern US.

                 About Farmland Industries, Inc.

Farmland Industries, Inc., was one of the largest agricultural
cooperatives in North America with about 600,000 members.  The
firm operates in three principal business segments: fertilizer
production; pork processing, packing and marketing; and beef
processing, packing and marketing.  The company, along with its
affiliates, filed for chapter 11 protection (Bankr. W.D. Mo.
Case No. 02-50557) on May 31, 2002 before the Honorable Jerry W.
Venters.  The Debtors' Counsel is Laurence M. Frazen, Esq. of
Bryan Cave LLP.  When the Debtors filed for chapter 11 protection,
they listed total assets of $2.7 billion and total debts of $1.9
billion.  Pursuant to the Second Amended Joint Plan of
Reorganization filed by Farmland Industries, Inc. and its debtor-
affiliates, the court declared May 1, 2004, as the Effective Date
of the Plan.


FDL INC: Wants to Hire Dale & Eke as Bankruptcy Counsel
-------------------------------------------------------
FDL, Inc. asks the U.S. Bankruptcy Court for the Southern District
of Indiana for permission to employ Dale & Eke, P.C., as its
bankruptcy counsel.

Dale & Eke will:

   a. provide the Debtor counseling and legal advice with respect
      to its powers and duties as a debtor in a Chapter 11
      proceeding;

   b. prepare on behalf of the Debtor the necessary petitions,
      pleadings, motions, notices, orders, applications,
      documents, reports and other legal documents as may be
      required throughout these proceedings;

   c. prepare on behalf of the Debtor its first day motions,
      attending hearings thereon, and preparing related
      documents; and

   d. perform all other legal services for the Debtor.

Deborah J. Caruso, Esq., a partner at Dale & Eke, tells the Court
that the Firm's professionals bill:

      Professional               Designation      Hourly Rate
      ------------               -----------      -----------
      Deborah J. Caruso, Esq.    Attorney            $350
      Erick P. Knoblock, Esq.    Attorney            $275
      Lana D. Harves             Legal Assistant      $75

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

Headquartered in Kokomo, Indiana, FDL, Inc. manufactures office
and fast food metal furniture.  The company filed for Chapter 11
protection on March 24, 2006 (Bankr. S.D. In. Case No. 06-01222).  
Deborah Caruso, Esq., and Erick P. Knoblock, Esq., at Dale & Eke,
P.C., represent the Debtor.  When the company filed for protection
from its creditors, it did not state its assets but estimated
debts between $10 Million and $50 Million.


FISHERS OF MEN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Fishers of Men Christian Fellowship Church
        8623 Hemlock Hill Drive
        Houston, Texas 77083

Bankruptcy Case No.: 06-31373

Type of Business: The Debtor previously filed for
                  chapter 11 protection on Aug. 2, 2004
                  (Bankr. S.D. Tex. Case No. 04-41043).

Chapter 11 Petition Date: April 3, 2006

Court: Southern District of Texas (Houston)

Debtor's Counsel: James A. McGuire, Esq.
                  Milledge Law Firm, P.C.
                  10333 Northwest Freeway, Suite 202
                  Houston, Texas 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418

Total Assets: $11,000,000

Total Debts:  $299,000

The Debtor does not have unsecured creditors who are not insiders.


FORD MOTOR: President and COO Jim Padilla To Retire
---------------------------------------------------
Jim Padilla will retire as president and chief operating officer
of Ford Motor Company (NYSE: F), effective July 1.  His
responsibilities will be assumed by Chairman and Chief Executive
Officer Bill Ford through the chairing of a new Executive
Operating Committee composed of the automaker's executive vice
presidents.

Mr. Padilla's retirement plans cap a distinguished 40-year career
and include his decision not to stand for re-election to the
company's Board of Directors at the Annual Meeting in May.  The
following month, Padilla celebrates his 60th birthday.

"I'm grateful for the 40 years of service Jim Padilla has given to
Ford Motor Company.  They reflect the commitment and dedication
that make Ford people so special in our industry," Bill Ford said.  
"The legacy of Jim's impassioned leadership will be his tireless
pursuit of excellence, his inspired championing of workplace
diversity and the mentoring he practiced that paved the way for so
many of our senior executives leading Ford today."

Ford executives who have risen through the company's leadership
ranks under Padilla's tenure have included:

     * Mark Fields, executive vice president and president, The
       Americas;

     * Mark Schulz, executive vice president and president,
       International Operations;

     * Anne Stevens, executive vice president and chief operating
       officer, The Americas; and

     * Lewis Booth, executive vice president, Ford of Europe and
       Premier Automotive Group.

"Bill Ford and I have worked hard to develop and assemble the best
leadership for the company," Mr. Padilla said.  "We have the right
team for the job at hand and it is time for me to allow them to
grow even further and transition into the new roles that await
them.  It is because of these individuals, and the people they
lead, that I leave Ford with confidence in the company's future."

As part of Padilla's transition to retirement, Fields and Schulz,
who reported to Padilla, will begin reporting directly to Bill
Ford.  Mr. Ford's other direct reports remain unchanged.  
Additionally, Bill Ford will chair a new Executive Operating
Committee that will be composed of the company's executive vice
presidents, including Fields, Schulz, Stevens, Booth and Chief
Financial Officer Don Leclair.

Mr. Padilla joined Ford in 1966 as a quality control engineer.  In
1976, he accepted the first of a series of management positions in
product engineering and manufacturing.  From 1992 to 1996, Padilla
served in senior manufacturing, engineering and general management
roles at Jaguar during its critical turnaround period.

From 1996 through 1998, he was president of Ford South America
Operations, where he was responsible for restructuring the
company's operations after the breakup of Autolatina, a joint
venture with Volkswagen.

He was named group vice president, Global Manufacturing in 1999
and added the Quality organization in 2001.  From 2001 to 2002, he
was group vice president, North America, and was then elevated to
executive vice president of the company, president of The
Americas.  In that role, he was responsible for all operations in
the development, manufacturing, marketing and sales of Ford,
Mercury and Lincoln vehicles in the United States, Canada, Mexico
and South America.

The Board of Directors appointed Mr. Padilla chief operating
officer and chairman of Automotive Operations in April 2004.  He
joined the Board of Directors and became the company's president
and chief operating officer in February 2005.

Mr. Padilla holds bachelor's and master's degrees in chemical
engineering and a master's degree in economics from the University
of Detroit-Mercy.  He was a White House Fellow and served as
special assistant to the U.S. Secretary of Commerce in 1978 and
1979.  In 2001, he was named a Fellow by the National Academy of
Engineering.  Mr. Padilla is a member of the U.S. Department of
Commerce's Manufacturing Council.   He also is the chair of the
Corporate Board of Advisors of the National Council of La Raza.
  
                    About Ford Motor Company

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

                         *     *     *

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

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

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


FORD MOTOR: Files Proxy Statement Outlining Executive Compensation
------------------------------------------------------------------
Ford Motor Company (NYSE: F) filed its 2006 proxy statement with
the Securities and Exchange Commission on April 7, 2006.  The
statement outlines compensation for select executives, including
William Clay Ford, Jr., chairman and chief executive officer.

This year, the Compensation Committee of the Board of Directors
decided to provide additional information regarding executive
compensation in the spirit of proposed SEC rule changes.  The
proxy now includes a table summary of the dollar values of the
total annual compensation provided, granted to, or received by
each of the named executives during 2005, 2004 and 2003.

It is important to note that the amounts shown associated with
stock awards reflect the fair market value of the common stock on
the date of the grant, and amounts shown associated with option
awards reflect the Black-Scholes value of the option grants on the
date of the grant.  Whether exercising stock options is profitable
depends on the relationship between the company's common stock's
market price and the option's exercise price, as well as on the
grantee's investment decisions.  Therefore, placing a current
value on outstanding options is highly speculative and may not
represent the true benefit, if any, that may be realized by the
grantee.

                   2005 Executive Compensation

Compensation of Ford executives for 2005 generally consisted of
salary and stock-based awards.  No bonuses were paid for 2005
under the Annual Incentive Compensation Plan.

Compensation details found in the 2006 proxy statement include:

   * William Clay Ford, Jr., chairman and chief executive officer,
     received no cash salary or bonus for 2005.  The value of his
     2005 compensation totaled $13,298,279.  In lieu of a cash
     salary for the first quarter of 2005, he received a
     restricted common stock grant of 32,837 shares with a one
     year restriction period valued at $372,043, continuing his
     practice of tying his compensation to the long-term
     performance of the company.

     In addition, Mr. Ford was granted 1,685,393 stock options
     under the 1998 Long-Term Incentive Plan with a Black-Scholes
     value on the date of grant of $7,499,999.  On May 11, 2005,
     Mr. Ford committed to forego any new compensation, including
     salary, bonus or other awards, until the company's Automotive
     Sector achieves sustainable profitability.  As a result, he
     did not receive any form of salary for his services as CEO
     for the second, third or fourth quarter of 2005.  Mr. Ford
     received a performance-based incentive program award of
     632,587 Restricted Stock Equivalents with a value of
     $4,959,482 on the date of grant, for 2005 performance under
     the 1998 Long-Term Incentive Plan, as his eligibility for the
     award was established prior to the May 2005 commitment to
     forgo new compensation.

     For the third year, Mr. Ford has committed to donate shares
     representing his performance award to charities of his choice
     on the date the restrictions lapse in 2007.  Mr. Ford also
     received other compensation totaling $466,755, which included
     $297,201 in value for required use of the corporate aircraft.

   * Jim Padilla, president and chief operating officer, earned
     $1,458,333 in salary.  The value of his 2005 compensation
     totaled $6,752,248.  Mr. Padilla received stock and stock
     equivalent awards totaling $1,986,781, which included:

     (a) a performance-based incentive program award of 236,166
         Restricted Stock Equivalents with a value of $1,851,541
         for 2005 performance and

     (b) a long-term incentive payout of common stock with a value
         of $135,240 for the 2003-2005 performance period.

     In addition, Mr. Padilla received 629,213 stock options under
     the 1998 Long-Term Incentive Plan with a Black-Scholes value
     on the date of grant of $2,799,998.  Other compensation
     totaled $507,136, which included $204,672 in value for
     required use of the corporate aircraft and $21,250 in SSIP
     matching contributions and related credits.
                                   
   * Mark Fields, executive vice president and president, The
     Americas, earned $972,500 in salary.  The value of his 2005
     compensation totaled $3,209,832.  Mr. Fields received stock
     and stock equivalent awards totaling $215,470, which   
     included:

     (a) a performance-based incentive program award of 20,583
         Restricted Stock Equivalents with a value of $161,374 for
         2005 performance and

     (b) a long-term incentive payout of common stock valued at
         $54,096 for the 2003-2005 performance period.

     In addition, Mr. Fields received 87,500 stock options under
     the 1998 Long Term Incentive Plan with a Black-Scholes value
     on the date of grant of $389,375.  Other compensation totaled
     $1,632,487, which included a $1 million cash retention
     payment, $214,479 in value for personal use of the company
     aircraft, and $13,200 in SSIP matching contributions and
     related credits.

   * Don Leclair, executive vice president and chief financial
     officer, earned $916,667 in salary.  The value of his 2005
     compensation totaled $1,580,122.  Mr. Leclair received stock
     and stock equivalent awards totaling $186,619, which
     included:

     (a) a performance-based incentive program award of 20,583
         Restricted Stock Equivalents with a value of $161,374 for
         2005 performance and

     (b) a long-term incentive payout of common stock with a value
         of $25,245 for the 2003-2005 performance period.

     In addition, Mr. Leclair received 87,500 stock options under
     the 1998 Long-Term Incentive Plan with a Black-Scholes value
     on the date of grant of $389,375. Other compensation totaled
     $87,461, which included $13,500 in SSIP matching
     contributions and related credits.

   * Greg Smith, former vice chairman, earned $880,000 in salary.  
     The value of his 2005 compensation totaled $1,596,949.  Mr.
     Smith received stock and stock equivalent awards totaling
     $215,470, which included:

     (a) a performance-based incentive program award of 20,583
         Restricted Stock Equivalents with a value of $161,374 for
         2005 performance and

     (b) a long-term incentive payout of common stock with a value
         of $54,096 for the 2003-2005 performance period.

     In addition, Mr. Smith received 87,500 stock options under
     the 1998 Long Term Incentive Plan with a Black-Scholes value
     on the date of grant of $389,375.  Other compensation totaled
     $112,104, which included $13,200 in SSIP matching
     contributions and related credits.

          Executives Not Standing for Board Re-election

   * Carl E. Reichardt, 74, a board member since 1986, and Marie-
     Josee Kravis, 56, a board member since 1995, have decided to
     not stand for re-election at the company's Annual Meeting on
     May 11.

   * James J. Padilla, 59, intends to retire from the company
     effective July 1, 2006, and also will not stand for Board re-
     election at the company's Annual Meeting on May 11.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?7ae

                    About Ford Motor Company

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

                         *     *     *

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

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

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


FOSS MANUFACTURING: Court Voids Jenifer Smyth's Contract
--------------------------------------------------------
The Hon. J. Michael Deasy of the U.S. Bankruptcy Court for the
District of New Hampshire gave Patrick J. O'Malley, the chapter 11
Trustee for Foss Manufacturing Company, Inc., authority to release
the Debtor from its five-year contract with Jenifer Smyth,
daughter of the company's former CEO Stephen Foss

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Ms. Smyth signed on as the company's director of marketing in
August 2005, receiving:

    (a) an annual salary of $104,000 plus a guaranteed 3% increase
        per year;

    (b) participation in an incentive plan where she could earn up
        to 30% of her salary; and

    (c) 60% reimbursement of her health club membership dues.

Mr. O'Malley contended that the estate no longer required her
services and rejection of her employment was appropriate.

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc. -- http://www.fossmfg.com/-- is a producer of  
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D.N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP represents
the Debtor in its restructuring efforts.  Beth E. Levine, Esq., at
Pachlski, Stang, Ziehl et al, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $49,846,456 in assets and $53,419,673 in
debts.


FRONTIER LEASING: Moody's Places $7MM Class B Cert. Rating at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings on two classes of
certificates issued in Frontier Leasing Corporation's fifth
equipment lease securitization.  

The complete rating actions are:

   Issuer: Frontier Funding Company V, LLC

   * $51,599,725 Class A Receivables-Backed Certificates,
     rated Aaa

   * $7,188,816 Class B Receivables-Backed Certificates,
     rated Ba2

The ratings of the Class A notes are based on a financial guaranty
policy issued by CIFG Assurance North American whose insurance
financial strength rating is Aaa.

Support to CIFG consists of approximately 19.25% subordination and
a reserve account with a target of 1% of the original pool balance
plus 1% of the current pool balance.  Credit support protecting
the Class B notes includes 8% subordination and the reserve
account.

A major risk factor in the transaction is performance volatility
resulting from Frontier's limited capital position.  To mitigate
this risk, PFSC and Wells Fargo provide servicing oversight; PFSC
will take over the day-to-day servicing responsibilities if
Frontier is unable to service the portfolio.  Wells Fargo is the
backup servicer.  Furthermore, principals at Frontier are
experienced in the leasing industry and performance of Frontier's
prior four securitizations serve as a proxy for Frontier
performance.

Moody's believes that based on the transaction's structure, the
servicing provided by Frontier with servicing oversight by
Portfolio Financial Servicing Company and Wells Fargo, and the
amount of credit enhancement, CIFG's risk in insuring the notes is
investment-grade at closing.

As of the closing date, the securitized portfolio consists of
approximately 1,932 small ticket equipment leases.  Equipment
concentrations include laundry, car wash and restaurant equipment.  
The pool is fairly diversified with limited lessee concentrations
or state concentrations.  A portion of proceeds from the sale of
the notes will be used to prefund the purchase of up to
approximately $8 million of additional equipment leases that will
be originated by Frontier during the three months subsequent to
the closing date.  To the extent that Frontier's lease origination
volume is insufficient to use this amount of prefunding, a
prepayment of the notes will occur.

Frontier was founded in April of 1999 to originate and service
equipment leases to a broad range of small-and medium sized
businesses on a national level.  The firm focuses primarily on the
small-ticket sector of the equipment leasing market.  Most leases
range from $5,000 to $250,000, with an average transaction size of
$40,000.

The notes were sold in a privately negotiated transaction without
registration under the Securities Act of 1933 under circumstances
reasonably designed to preclude a distribution thereof in
violation of the Act.  The issuance has been designed to permit
resale under Rule 144A.  RiviereJenison Securities Ltd., acted as
Initial Purchaser.  Quadrant Financial Group, LLC was financial
advisor to Frontier.


G+G RETAIL: Panel Hires Jaspan Schlesinger as Conflicts Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of G+G Retail,
Inc.'s chapter 11 cases, sought and obtained authority from the
United States Bankruptcy Court for the Southern District of
New York, to retain Jaspan Schlesinger Hoffman LLP as conflicts
counsel.

The Committee selected Jaspan Schlesinger because of the firm's
extensive experience, expertise and knowledge in the field of
litigation in and outside of bankruptcy and in the fields of
debtors' and creditors' rights and business reorganizations under
Chapter 11 of the Bankruptcy Code.

As conflicts counsel, Jaspan Schlesinger will:

   a) assist and advise the Committee in the investigation of the
      security interests, liens and claims of The CIT Group;

   b) commence, if necessary, and prosecute adversary proceedings
      against CIT;

   c) attend meetings and negotiate with the representatives of
      the Debtor or any party which is the subject of
      investigation by the Committee or against which the
      Committee may commence an adversary proceeding;

   d) take all necessary action to protect and preserve the
      interests of the Committee and unsecured creditors,
      including:

      * the prosecution of actions on their behalf; and

      * negotiations concerning litigation in which the
        Debtor is involved; and

   e) prepare on behalf of the Committee all necessary adversary
      complaints and related motions, applications, answers,
      orders, reports and other papers in support of positions
      taken by the Committee.

The CIT Group is a duly appointed co-chairperson to the Committee
and is represented by Patrick Rohan.

To the best of the Committee's knowledge, Jaspan Schlesinger does
not hold or represent any interest adverse to the Debtor and is
"disinterested" pursuant to Sec. 101(14) of the Bankruptcy Code.

Jaspan Schlesinger's professionals bill:

           Professional                Hourly Rate
           ------------                -----------
           Partners/Counsel            $415 - $525
           Associates                  $250 - $390
           Legal Assistants                $185

Founded in 1946, Jaspan Schlesinger Hoffman LLP --
http://www.jshllp.com/-- is a general practice law firm, with a  
substantial bankruptcy law practice.  The firm is also active in
estate and tax planning, probate, education and municipal matters,
tax certiorari and condemnation matters, commercial and corporate
matters, litigation, real estate, zoning, environmental,
international transactions, securities, lending, intellectual
property, and matrimonial and family matters.  The firm maintains
offices in Garden City, New York and Wilmington, Delaware.

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


GATEWAY INTERNATIONAL: Reports $268,712 of Profits in Fiscal 2005
-----------------------------------------------------------------
Gateway International Holdings, Inc., reported a $268,712 net loss
on $18,902,590 of net sales for the year ended Sept. 30, 2005.

At Sept. 30, 2005, the company's balance sheet showed $21,783,848
in total assets, $7,735,031 in total liabilities, and $14,048,817
in positive stockholders' equity.

Full-text copies of Gateway International Holdings, Inc.'s
financial statements for the year ended Sept. 30, 2005, are
available for free at http://ResearchArchives.com/t/s?7b5

                         SEC Action

The U.S. Securities and Exchange Commission instituted proceedings
under Section 12(j) of the Securities Exchange Act of 1934 against
Gateway International Holdings, Inc.  The SEC also instituted
cease and desist proceedings against Lawrence A. Consalvi, the
President, Chief Executive Officer and Director of the company,
under Section 21(c) of the Securities Exchange Act of 1934.

This Administrative Proceeding, File No. 3-11894, arose from the
company's failure to comply with reporting obligations while
securities were registered with the SEC.  Mr. Consalvi, during his
tenure as President, caused the company to violate these reporting
requirements.

On Aug. 18, 2005, the Administrative Law Judge issued an Initial
Decision and ordered the revocation of each class of the company's
securities.   The ALJ further ordered that Mr. Consalvi, cease and
desist from committing any violation or future violations of
Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13.

On September 7, 2005, Gateway filed a petition with the Commission
for a review of the Initial Decision, and on September 12, 2005,
the Commission granted the petition for review pursuant to Rule
411 of the Commission's Rules of Practice.  The Company awaits the
final decision of the Commission.

             About Gateway International Holdings Inc.

Gateway International Holdings Inc. (Pink Sheets: GWYI) --
http://www.gwyi.com/-- is a diversified holding company that   
operates through its wholly owned subsidiaries principally in the
aerospace and defense markets.  It currently has 8 subsidiaries in
operation including:

       * Eran Engineering, Inc.;
       * Elite Machine Tool Company, Inc.;
       * All American CNC Sales, Inc.;
       * A-Line Capital Corporation;
       * Accurate Technology;
       * ESK, Inc.,
       * Spacecraft Machines, Inc.; and
       * Nu-Tech Industrial Sales, Inc.

The Company and its subsidiaries are engaged in acquiring,
refurbishing and selling pre-owned and new Computer Numerically
Controlled machine tools, and manufacturing of precision component
parts in the fields of defense, aerospace, automotive and medical
tools.


GENERAL MOTORS: CEO Does Not Foresee Long Strike at Delphi
----------------------------------------------------------
Rick Wagoner, General Motors Corp.'s Chairman and Chief Executive
Officer, admitted that a long-term strike at auto parts-supplier
Delphi Corp. would have a huge impact on GM's own operations, The
Wall Street Journal reports.  

According to Mr. Wagoner, GM is currently stockpiling parts as a
safeguard against a Delphi strike, although he sees the
possibility of a long-term strike as unlikely.

Delphi's plan to return to profitability includes the rejection of
its labor agreements with the United Autoworkers Union pursuant to
Sections 1113 and 1114 of the Bankruptcy Code.  Among other
modifications, Delphi is proposing to cut the wages of its
salaried workforce to $16.50 per hour beginning Sept. 3, 2007.  
The employees would receive a $50,000 "wage buydown" payment.  

The UAW has vowed to stage a long-term strike if the Bankruptcy
Court allows Delphi to reject its existing labor contracts.  
According to the union, Delphi is using the bankruptcy process to
circumvent the collective bargaining process and slash jobs and
wages and drastically reduce health care, retirement and other
hard-won benefits.

The Bankruptcy Court provided a five-week period between the
filing of the Sections 1113 and 1114 motions in April 2 and the
Court hearing to allow Delphi and UAW to resolve their dispute.

                      About General Motors

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

                          *     *     *

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

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

As reported in the Troubled Company Reporter on April 6, 2006,
Standard & Poor's Ratings Services held all of its ratings on
General Motors Corp., including its 'B' long-term and 'B-3' short-
term corporate credit ratings, on CreditWatch with negative
implications after the Company announced that it entered into an
agreement to sell a 51% ownership stake in General Motors
Acceptance Corp. to a consortium headed by Cerberus Capital
Management L.P.

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch Ratings retained General Motors Corp. Issuer Default Rating
of 'B', Rating Watch Negative, following the Company's
announcement of the sale of its controlling interest in GMAC.


GENEVA STEEL: Chap. 11 Trustee Files Plan & Disclosure Statement
----------------------------------------------------------------
James T. Markus, the Trustee appointed in the Chapter 11 cases of
Geneva Steel LLC and its debtor-affiliates, presented to the U.S.
Bankruptcy Court for the District of Utah a disclosure statement
explaining its Joint Chapter 11 Plan of Liquidation.

                    Estimated Claim Recoveries

A) Geneva Estates

The Trustee tells the Court that the $132,000,000 Secured Lenders
Claims filed against the Geneva Estates has been fully satisfied,
with the exception of a hold back of $1,000,000 to cover
previously paid fees and expense of the Lenders.

The unpaid sum of $2,287,692 payable to Fried and Company, the
Trustee notes, constitutes an additional amount to be paid to
satisfy the Secured Lenders' Claims.

To date, Geneva holds a remaining $51 million with which to
satisfy claims against the Geneva Estate, and estimates
$29,021,600 of potential recovery available for Allowed General
Unsecured Creditors Claims.

B) Geneva Holdings

As of Feb. 28, 2006, Geneva Holdings had cash of $39,238 and no
other assets.  Liquidated claims filed against Geneva Holdings
total approximately $2,470,000.  The Trustee believes that at
least $2,1460,000 of the filed claims will be disallowed, as the
amount consists of two duplicate claims by Travelers Insurance and
the State of Utah Department of Natural Resources Division of Oil,
Gas and Mining based on a reclamation contract dated May 20, 1998.  
Obligations under that contract, according to the Trustee, have
already been satisfied.

Two of the remaining claims are by the Internal Revenue Services
for $17,000 and $16,500.  If the IRS claims are allowed as
priority tax claims, the Trustee says, distribution to other
unsecured creditors of the Holdings estate would be de minimus.  

Holdings' schedules list an unliquidated possible pension
obligation claim by the PBGC with a scheduled amount of
$10,300,000.  The PBGC has filed unliquidated claims against
Holdings and the Trustee believes that the Pension Benefit
Guaranty Corporation will ultimately file a liquidated claim in
the approximate amount of $21,000,000, as a joint and several
claim against all of the Debtors, including Holdings.

If allowed, PBGC's claim will constitute approximately 98.5% of
the claims against Holdings, and creditors with unsecured claims
against Holdings would receive, at most a distribution of
approximately 1.5%, the Trustee relates.

C) Iron Ore Mines

Iron Ore Mines had cash of $6,779,993 and no other assets as of
Feb. 28, 2006.  Eleven proofs of claim were filed against Iron Ore
Mines, with only one claim being liquidated, in the amount of
$280.  The remainder of the claims are contingent unliquidated
indemnity claims by former officers and directors and unliquidated
claims filed by the PBGC.

The schedules for Iron Ore Mines list only two claims.  One is a
contingent unliquidated "possible pension obligation" claim by the
PBGC with a scheduled claim amount of $10,300,000.  The other is a
contingent, unliquidated claim by the Utah Division of Oil, Gas
and Mining.  

The Trustee estimates that the PBGC and the other unsecured
creditor will receive a distribution of approximately 31% on their
claims.

D) Williams Farm

Ten proofs of claim were filed against Williams Farm, with only
one claim being liquidated, in the amount of $280.  The other
claims were unliquidated claims filed by the PBGC and former
officers, directors or employees of Williams Farm.  

The schedules for Williams Farm list only two claims.  One is an
unliquidated "possible pension obligation" claim by the PBGC with
a scheduled amount of $10,300,000.  The other is a contingent,
disputed unliquidated claim by Atlas Sales, Inc., with no
scheduled amount for the claim.

As of Feb. 28, 2006, Williams Farm had cash of $5,695 and no other
assets.  Distribution to unsecured creditors, including the PBGC,
would be approximately 1/30 of 1% of their claims.  If the
Williams Farm Property or its value is recovered by the Trustee,
distribution to unsecured creditors would be the percentage
obtained by dividing the value of the recovered property by the
amount of the allowed claims.

                       Treatment of Claims

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

   1) Administrative Expense Claims;

   2) Priority Tax Claims;

   3) Class 1 Priority Non-Tax Claims; and

   4) Class 2 Secured Claims.

General Unsecured Claims and the PBGC Claims will receive
pro rata share of all cash available for distribution between 25%
to 45%.

Each holder of an Allowed Unsecured Convenience Claim will receive
cash from the applicable liquidating trust in an amount equal to
35% of the allowed claim, not exceeding $1,750.

Holders of Late, Penalty, Subordinated and Interest Claims will
receive nothing under the Plan.

A full-text copy of Geneva's Plan and Disclosure Statement is
available for a fee at:

http://www.researcharchives.com/bin/download?id=060410045647

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP, represent the Debtor in its
chapter 11 proceeding.  James T. Markus was appointed as the
chapter 11 Trustee for the Debtor's estate on June 22, 2005.  
John F. Young, Esq., at Block Markus & Williams, LLC represents
the chapter 11 Trustee.  Dianna M. Gibson, Esq., and J. Thomas
Beckett, Esq., at Parsons Behle & Latimer, represent the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it listed $262 million in total
assets and $192 million in total debts.


GENTEK INC: Gets $27.9M from Sale of CableTech Unit & Real Estate
-----------------------------------------------------------------
GenTek Inc. (NASDAQ: GETI) completed the sale of its CableTech
cable and wire manufacturing business in Stouffville, Canada to
Southwire Canada Company for $24.1 million.

The Company also obtained $3.8 million on March 17, 2006, from the
sale of 45 acres of unimproved real estate that was not included
in the Southwire transaction.  

GenTek is retaining $19.4 million of accounts receivable, which,
net of certain retained obligations, is expected to generate
additional cash of $6.0 million to $8.0 million.  The CableTech
business had adjusted EBITDA of $4.7 million in 2005.

All proceeds from these sales, less associated transaction costs,
will be utilized to pay down the Company's long term debt
obligations.  As previously disclosed, in the fourth quarter of
2005 a pretax charge of $6.8 million was recorded for the
impairment of the Canadian cable and wire manufacturing business,
and the Company expects to record an additional charge of
$2.0 million to $3.0 million in the first quarter of 2006 related
to this transaction.

GenTek Inc. -- http://www.gentek-global.com/-- provides specialty     
inorganic chemical products and services for treating water and
wastewater, petroleum refining, and the manufacture of personal-
care products, valve-train systems and components for automotive
engines and wire harnesses for large home appliance and automotive
suppliers.  GenTek operates over 60 manufacturing facilities and
technical centers and has approximately 6,900 employees.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2005,
Moody's Investors Service placed these new ratings on GenTek
Inc.:

   * B2 for the $60 million senior secured revolving credit
     facility, due 2010,

   * B2 for the $235 million senior secured term loan B, due 2011,

   * Caa1 for the $135 million second-lien term loan, due 2012,

   * B2 senior implied rating, and

   * Caa2 issuer rating.

and said the rating outlook is stable.  


GGNSC HOLDINGS: S&P Assigns B- Rating to $100 Million Term Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to GGNSC Holdings LLC.  The rating outlook is
stable.
     
In addition, Standard & Poor's assigned its bank loan and
recovery ratings to GGNSC's:

   * $400 million first-lien bank facilities; and
   * $100 million second-lien bank facility.  

The first-lien facilities, which consists of:

   * a $50 million revolving credit; and
   * a $350 million term loan,

are rated 'B+' (one notch higher than the 'B' corporate credit
rating on GGNSC) with a recovery rating of '1', indicating a high
expectation for full recovery of principal in the event of a
payment default.

The $100 million second-lien term loan is rated 'B-' (one notch
below the corporate credit rating) with a recovery rating of '3',
indicating the expectation for meaningful (50%-80%) recovery of
principal in the event of a payment default.

The company will use the proceeds from the term loans as part of a
larger deal, which includes a $1.4 billion commercial mortgage-
backed securities transaction, to finance the acquisition of
Beverly Enterprises Inc. by Pearl Senior Care Inc., an affiliate
of Fillmore Capital Partners LLC.  Pro forma debt outstanding for
GGNSC will be about $450 million.
     
Fort Smith, Arkansas-based GGNSC Holdings LLC is a newly formed
parent company for the operating divisions that previously
comprised most of the operations of Beverly Enterprises.  Under a
new organization structure, the real estate for 262 nursing homes
and 17 assisted living facilities were acquired by an entity
called Geary Property Holdings LLC and is, therefore, separated
from the operations.  The operations for each of the facilities
under GGNSC are organized as individual limited liability
corporations.  Geary is controlled by Beverly Enterprises Inc.
GGNSC pays rent to Geary for the use of the facilities through a
master lease agreement.
      
"The speculative-grade ratings on nursing home and assisted-living
facility operator GGNSC reflect the chronic risks the company
faces as a sizable participant in an industry that is subject to
payment cuts (most recently on Jan. 1, 2006)," said Standard &
Poor's credit analyst David Peknay.  "This risk is somewhat
mitigated by GGNSC's geographical dispersion, with locations in 22
states, and by a presence in related businesses that now comprise
about 20% of total revenues."
     
An earlier concern regarding substantial insurance exposure has
been eased because of the new corporate structure by which each of
GGSNC's 262 nursing homes are organized into individual limited
liability corporations.  The tail insurance exposure accumulated
prior to the completion of Fillmore's acquisition of Beverly and
implementation of the new corporate structure on March 14, 2006,
is carried by Beverly Enterprises, not GGNSC.


GLOBAL HOME: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------

Debtor: Global Home Products LLC
        550 Polaris Parkway, Suite 500
        Westerville, OH 43082
        Tel: (614) 823-3950

Bankruptcy Case No.: 06-10340

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                    Case No.
      ------                                    --------
      GHP Holding Company LLC                   06-10341
      GHP Operating Company LLC                 06-10343
      Anchor Hocking Acquisition, Inc.          06-10346
      AH Acquisition Puerto Rico, Inc.          06-10349
      Anchor Hocking, Inc.                      06-10350
      Anchor Hocking Consumer Glass Corp.       06-10353
      Anchor Hocking CG Operating Company LLC   06-10354
      Anchor Hocking Operating Company LLC      06-10355
      Burnes Acquisition, Inc.                  06-10356
      Intercraft Company                        06-10357
      Burnes Puerto Rico, Inc.                  06-10359
      Picture, LLC                              06-10360
      Burnes Operating Company LLC              06-10362
      Mirro Acquisition Inc.                    06-10363
      Mirro Operating Company LLC               06-10364
      Mirro Puerto Rico, Inc.                   06-10365

Type of Business: The Debtor is an international dealer of
                  houseware and home products. It is a
                  leading manufacturer of high quality glass
                  products for consumers and the food
                  services industry, and one of the largest
                  designers and marketers of photo frames,
                  photo albums and related home decor products.
                  See http://www.anchorhocking.com/and
                  http://www.burnesgroup.com/

Chapter 11 Petition Date: April 10, 2006

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: Bruce Grohsgal, Esq.
                  James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Sandra G.M. Selzer, Esq.
                  Pachulski, Stang, Ziehl,
                  Young, Jones & Weintraub LLP
                  919 North Market Street, 16th Floor
                  Wilmington, Delaware 19801
                  Tel: (302) 778-6403
                  Fax: (302) 652-4400

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  More than $100 Million

Debtors' 40 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Zhejian Taizhou Aishida          Trade               $4,563,554
Electrical Equipment
No. 01 Baizhang Road
Economic Development Zone
Wengling, Zhejaing, China

Zhejiang Supor Cookware          Trade               $4,265,089
Co. Ltd.
BCA FA Ach/Zhejiang
Supor Cookware
Zhejaing, China

Amerada Hess Corporation         Trade               $3,706,265
P.O. Box 905243
Charlotte, NC 28290-5243

Lewisburg Container              Trade               $1,972,578
Company, Inc.
P.O. Box 873525
Kansas City, MO 64187-3525

Imasa LC                         Trade               $1,961,349
Industria Mexicana Del
Aluminio
70 Northeast Loop 410
Suite 525
San Antonio, TX 78216

Morrison Express Corp.           Trade               $1,237,622
114 Southfield Parkway
Suite 170
Forest Park, GA 30297

Packaging Credit Co.             Trade               $1,094,561
36596 Treasury Center
Chicago, IL 60694-6500

Chu Kwun Kee Metal Mfy. Ltd.     Trade                 $999,077
6/F CKK Industrial Building
1 On Lok Mun Street
Fanling NT, Hong Kong

Perot Systems Corp.              Trade                 $997,786
13880 Dulles Corner Lane
Herndon, VA 20171-4600

Novelis Do Brasil Ltda.          Trade                 $807,818
Itaubrsp F/C Alcan
Aluminio Do Bras
Av. Das Nacoes Unidas
12551 15 Andar
Sao Paulo, SP 04578-000

Color Box, Inc.                  Trade                 $789,854
P.O. Box 751876
Charlotte, NC 28275-1876

Timberline Packaging, Inc.       Trade                 $685,839
400 Technology Drive
Coal Center, PA 15423

International Paper              Trade                 $600,220
1689 Solutions Center
Chicago, IL 60677-1006

Hellmann Worldwide-Atlanta       Trade                 $552,320
2250 Spiegel Drive, Suite #9
Groveport, OH 43125

FMC Wyoming Corp.                Trade                 $549,425
P.O. Box 75103
Charlotte, NC 28275

Asia Trading Co.                 Trade                 $509,668
Unit 401, Tower II
South Seas Centre
75 Mody Road
Kowloon, Hong Kong

Xiamen Jun-Yi Metal Co. Ltd.     Trade                 $489,723
Building No. 1
Jiwei Industrial Workshop
Xianhou Village, Heshan Town
Xiamen, Fujian, 361009 China

Sairwind Co. Ltd.                Trade                 $432,456
Liao-Zai
Yuan-Zhou
Bo-Luo
Hui-Zhou

Jame Most Enterprise             Trade                 $399,551
Company Ltd.
Sound Trade Ltd.
No. 1-2 Lane 56
Chung Cheng Road
Hsin Chuang
Taipei, Dongguang

Power King Enterprise Ltd.       Trade                 $358,100
BB&T Factors Corporation
P.O. Box 890011
Charlotte, NC 28289-0011

Shenang Xingguang                Trade                 $356,363
Tempered Glass
XG Operation Intl. Ltd.
24A, Block C, ChangLe Building
Baihua 4th Road, FuTian District
ShenZen, China
Guangdong 518028

She Shine Enterprise Co. Ltd.    Trade                 $354,474
No. 42-9, Pei Tao Li
Tan Shui Chen
Taipei, Hsien

Niagara Plastics LLC             Trade                 $322,947
P.O. Box 1362
Buffalo, NY 14240

Champion Graphics Corp.          Trade                 $257,385
3901 Virginia Avenue
Cincinnati, OH 45227

Carolina Component               Trade                 $241,201

Inteplast Group Ltd.             Trade                 $232,615

Akzo Nobel Non-Stick Coatings    Trade                 $228,756

Superior Laminating LLC          Trade                 $225,588

New Leaf (HK) Ltd.               Trade                 $221,801

Inter-Rep Associates, Inc.       Trade                 $218,464

Imusa                            Trade                 $205,798

Columbus Paper Box               Trade                 $199,007

Sherwin Williams, S.A. de C.V.   Trade                 $198,908

Durobor S.A.                     Trade                 $198,821

U.S. Silica Company              Trade                 $195,588

Transamerica International Ltd.  Trade                 $195,527

Unisource Worldwide, Inc.        Trade                 $192,211

Grimm Industries                 Trade                 $189,588

Cam Pazarlama A.S.               Trade                 $185,031

Filtrona Extrusion Inc.          Trade                 $183,807
Columbia


GRAHAM PACKAGING: S&P Puts B Rating on Planned $150 Million Loan
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating to Graham Packaging Co.'s proposed incremental $150 million
first-lien term loan B due 2011, based on preliminary terms and
conditions.  At the same time, Standard & Poor's affirmed its
ratings, including its 'B' corporate credit rating, on the plastic
packaging producer.  The outlook remains positive.
     
Proceeds from the term loan B, which is being added through an
amendment to Graham's existing credit facilities, will be used to
partially repay outstanding amounts under the second-lien term
loan C and revolving credit facility.  Graham's total debt was
$2.6 billion at Dec. 31, 2005.
     
"The ratings on Graham Packaging Holdings Co. and its 100%-owned
operating subsidiary, Graham Packaging Co., reflect its
satisfactory business profile as a leading producer of value-added
plastic containers and its highly leveraged financial profile,"
said Standard & Poor's credit analyst Liley Mehta.
     
The business risk assessment incorporates the company's:

   * leading shares in niche markets,
   * strong customer relationships,
   * low-cost position, and
   * technical capabilities,

which are offset by:

   * participation in highly fragmented, and
   * competitive markets, and customer concentration.
     
Graham is a leading manufacturer of customized, blow-molded
plastic containers for:

   * noncarbonated beverages and foods,
   * household cleaning products,
   * personal care products, and
   * automotive lubricants

with sales of $2.5 billion.

Following the acquisition of Owens-Illinois Inc.'s plastic
container business (for about $1.2 billion in October 2004), the
combined operations benefit from:

   * leadership positions in numerous niche markets;
   * complementary technologies; and
   * an expanded customer base.

Graham's product innovation and design capabilities have
positioned it as a leader in high-growth, value-added, "hot-fill"
polyethylene terephthalate (PET) containers for noncarbonated,
nonrefrigerated beverages (juices, isotonics, and teas) and food
items, a product offering that has been taking market share from
glass and metal products.


HANOVER COMPRESSOR: Posts $38 Mil. Net Loss in Year Ended Dec. 31
-----------------------------------------------------------------
Hanover Compressor Company (NYSE:HC) reported financial results
for the quarter and year ended Dec. 31, 2005.

Fourth quarter 2005 revenue increased to $359.3 million, a 16%
increase over fourth quarter 2004 revenue of $310.1 million.
EBITDA for the fourth quarter 2005 was $78.5 million, a 17%
increase over fourth quarter 2004 EBITDA of $67.4 million.  Net
loss for the fourth quarter 2005 was $4.2 million, or $0.04 per
share compared to a net loss of $20.2 million, or $0.24 per share
in the fourth quarter 2004.  Included in fourth quarter 2005
EBITDA is $1.6 million in foreign currency translation losses
compared to $4.6 million in foreign currency translation gains
during fourth quarter 2004.  The company's provision for income
taxes for the fourth quarters of 2005 and 2004 did not include a
tax benefit for the company's tax losses in the U.S. and certain
international jurisdictions.

For the year ended Dec. 31, 2005, revenue increased to $1,375.6
million, a 16% increase over 2004 revenue of $1,188.6 million.
EBITDA for 2005 increased to $310.2 million, a 6% increase over
2004 EBITDA of $293.0 million.

For 2005, Hanover recorded a net loss of $38.0 million, or $0.42
per share, compared to a net loss of $44.0 million, or $0.52 per
share in 2004.  Included in 2005 EBITDA is a $7.3 million charge
for the early extinguishment of debt and $7.9 million in foreign
currency translation losses.  Included in 2004 EBITDA is a $4.2
million benefit from the reversal of a provision for the cost of
the securities related litigation and foreign currency translation
gains of $5.2 million.

"During 2005, Hanover made significant progress in building the
foundation for a profitable future," said John Jackson, President
and Chief Executive Officer of Hanover.  "However, we will not be
satisfied until we achieve targeted profitability levels with our
return on investment consistently exceeding our cost of capital.
We are continuing our disciplined growth strategy in 2006,
improving returns on existing assets while selectively adding to
assets and project backlog in all regions of the world."

U.S. rental revenue increased in the fourth quarter 2005 and in
the year ended Dec. 31, 2005, compared to the same periods in the
prior year, due primarily to improvement in market conditions that
led to an improvement in pricing.  Gross margin was flat for the
fourth quarter 2005.  For the year ended Dec. 31, 2005, gross
margin increased compared to the same period in the prior year due
primarily to improved pricing in 2005 and the company's efforts to
reduce current fleet maintenance and repair expenses.  During the
second half of 2005, the company opened a facility to repair and
overhaul approximately 200,000 horsepower of idle equipment over
the next two years.  Hanover incurred repair expenses in
connection with this program that decreased our gross margin by
approximately 2% for the fourth quarter of 2005 and 1% for the
year ended 2005.

Fourth quarter 2005 international rental revenue and gross profit
increased, compared to the same period a year earlier, due
primarily to increased compression and plant rental activity in
Nigeria and Latin America.  Gross margin in the fourth quarter
2005, was impacted by approximately 3% due to increased labor and
repair and maintenance costs in Argentina.  The Company's
Argentine operations have experienced an increase in labor costs
due to pressures from unions for increased compensation for
workers only a portion of which is recoverable from customers.

During the year ended Dec. 31, 2005, international rental
revenue and gross profit increased, compared to the year ended
Dec. 31, 2004, due primarily to new rental projects that have come
on-line in 2005.  Gross margin as a percentage decreased primarily
by approximately 1% due to lower margin projects in Nigeria and by
approximately 2% due to an increase in costs in Argentina.

Parts, service and used equipment revenue and gross profit for the
fourth quarter 2005 was higher than the fourth quarter 2004 due
primarily to higher used rental equipment and installation sales.
Parts, service and used equipment revenue includes two business
components: parts and service; and used rental equipment and
installation sales.  The company's used rental equipment sales and
installation revenues and related gross margin vary significantly
from period to period and are dependent upon the exercise of
purchase options on rental equipment by customers and the start of
new projects by customers.

For the fourth quarter 2005, parts and service revenue totaled
$41.9 million with a gross margin of 26%, down from $42.2 million,
but a marked improvement from a 22% gross margin, in the same
period a year ago.  Gross margin improved due primarily to higher
pricing in the U.S. market resulting from improved market
conditions.  Used rental equipment and installation sales revenue
in the fourth quarter 2005 was $25.7 million with a gross margin
of 18%, compared to $3.6 million at a (17)% gross margin for the
same period a year earlier.

Parts, service and used equipment revenue for the year ended
Dec. 31, 2005, were higher than the year ended Dec. 31, 2004, due
primarily to improved business conditions and an increase in used
rental equipment and installation sales.  For the year ended
Dec. 31, 2005, parts and service revenue was $152.4 million with a
gross margin of 26%, compared to $139.3 million and 24%,
respectively, for the year ended Dec. 31, 2004.  Used rental
equipment and installation sales revenue for the year ended
Dec. 31, 2005, was $73.2 million with a gross margin of 22%,
compared to $41.1 million with a 27% gross margin for the year
ended Dec. 31, 2004.  The increase in revenue in 2005 was
primarily due to a $20.3 million sale of used rental equipment
related to a gas plant in Madisonville, Texas.

For the fourth quarter 2005 and year ended Dec. 31, 2005,
compression fabrication revenue, gross profit and gross margin
increased compared to the fourth quarter and the year ended
Dec. 31, 2004, due primarily to improved market conditions in 2005
that led to improved pricing and also improved due to our focus on
operational efficiencies.

As of Dec. 31, 2005, the company had compression and accessory
fabrication backlog of approximately $85.4 million compared to
$56.7 million at Dec. 31, 2004.

Production and processing equipment fabrication gross profit and
gross margin for the fourth quarter 2005 was lower than the fourth
quarter 2004 due to approximately $3 million in expected cost
overruns and late delivery penalties on projects due to poor
performance.  The impact of the cost overruns was partially offset
by favorable foreign currency trends.

Production and processing equipment fabrication revenue for the
year ended Dec. 31, 2005, was greater than for the year ended
Dec. 31, 2004, primarily due to the company's focus on fabrication
sales and an improvement in market conditions.

As of Dec. 31, 2005, the company had a production and processing
equipment fabrication backlog of $287.7 million compared to $234.2
million at Dec. 31, 2004.

                             General

Selling, general, and administrative expense for the fourth
quarter 2005 was $50.7 million, compared to $46.9 million in the
fourth quarter 2004.  As a percentage of revenues, SG&A was 14.1%
in the fourth quarter 2005 versus 15.1% in the fourth quarter of
2004.

Depreciation and amortization expense for the fourth quarter 2005
decreased to $44.2 million, from $46.4 million in the same period
of 2004.  Fourth quarter 2005 depreciation and amortization
expense decreased primarily due to reduced amortization of
deferred debt issuance costs associated with the debt that was
repaid in 2004 and 2005.

Depreciation and amortization expense for 2005 was $182.7 million,
compared to $175.3 million in 2004.  Depreciation and amortization
expense increased in 2005, in comparison to 2004, due to net
additions of property, plant and equipment placed in service
during the year.

The company's effective tax rate for the fourth quarter 2005 was
261% compared to (47)% for the fourth quarter 2004.  For 2005,
Hanover's effective tax rate was (294)%, compared to (84)% in
2004.  Due to the company's recent tax losses in certain
jurisdictions (primarily U.S.), Hanover cannot reach the
conclusion that it is "more likely than not" that certain of its
deferred tax assets will be realized in the near future.
Accordingly, the company's provision for income taxes for 2005 did
not include a full tax benefit for the company's tax loss in the
U.S. and certain international jurisdictions.

Hanover had capital expenditures of approximately $52 million in
the fourth quarter 2005, compared to approximately $33 million in
the fourth quarter of 2004.  For 2005, Hanover had capital
expenditures of approximately $155 million compared to $90 million
in 2004.  At Dec. 31, 2005, the company had approximately $1.49
billion in debt and compression equipment lease obligations,
compared to $1.66 billion at Dec. 31, 2004.  At Dec. 31, 2005,
Company debt included approximately $48 million outstanding under
its new five-year $450 million bank credit facility and the
Company had approximately $53.4 million in cash on its balance
sheet.

Total compression horsepower at Dec. 31, 2005, was approximately
3,320,000 including approximately 2,438,000 horsepower in the
United States and approximately 882,000 horsepower
internationally.  Hanover's compression horsepower utilization
rate as of Dec. 31, 2005, on a total horsepower basis, was
approximately 86%, an increase over utilization of approximately
85% at Sept. 30, 2005, and 82% at Dec. 31, 2004.  U.S. and
international utilization at Dec. 31, 2005, was approximately 82%
and 98%, respectively, compared to approximately 80% and 98%,
respectively, at Sept. 30, 2005, and approximately 77% and 98%,
respectively, at Dec. 31, 2004.

                About Hanover Compressor Company

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

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Moody's Investors Service withdrew the Ba3 rating on Hanover
Compressor Company's core wholly owned operating subsidiary
Hanover Compression Limited Partnership's $350 million secured
bank revolving credit facility.  The credit facility, due to
mature in December 2006, was replaced with a new five-year $450
million senior secured revolving credit facility.  Moody's does
not rate the new facility.  No other ratings are affected by this
action.

Four layers of bond debt issued by Hanover Compressor and maturing
between 2008 and 2014 carry low-B ratings from Moody's Investors
Service and Standard & Poor's Rating Services.  


HEALTHTRONICS INC: Late 10-K Filing Spurs Nasdaq Delisting Notice
-----------------------------------------------------------------
HealthTronics, Inc. (NASDAQ:HTRN), received, on April 3, 2006, a
letter from the Nasdaq National Market stating that because
HealthTronics has not timely filed its Annual Report on Form 10-K
for the year ended Dec. 31, 2005, it is in violation of Nasdaq
Marketplace Rule 4310(c)(14) and, therefore, its common stock is
subject to delisting from the Nasdaq National Market.  Nasdaq
Marketplace Rule 4310(c)(14) requires HealthTronics to make, on a
timely basis, all filings with the Securities and Exchange
Commission as required by the Securities Exchange Act of 1934, as
amended.

According to the notice of delisting, HealthTronics' common stock
will be delisted from the Nasdaq Stock Market on April 12, 2006,
unless HealthTronics requests a hearing before a Nasdaq Listing
Qualifications Panel in accordance with the applicable Nasdaq
Marketplace rules.  HealthTronics has requested such a hearing for
a review of the delisting determination.  This request will
automatically stay the delisting of HealthTronics' common stock
pending the Nasdaq Listing Qualifications Panel's review and
decision.  There can be no assurance, however, that the Nasdaq
Panel will grant HealthTronics' request for continued listing.

HealthTronics intends to file its Annual Report on Form 10-K for
the year ended Dec. 31, 2005 as soon as practicable following the
resolution of matters related to the restatement described in the
Company's Current Report on Form 8-K filed with the SEC on March
31, 2006 and the completion of the audit of its financial
statements.

                    About HealthTronics, Inc.

Headquartered in Austin, Texas, HealthTronics, Inc. --
http://www.healthtronics.com/-- provides healthcare services  
primarily to the Urology community, and manufactures and
distributes medical devices.  The Company also manufactures
specialty vehicles used for the transport of high technology
medical devices, broadcast & communications equipment and the
Homeland Security marketplace.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service placed HealthTronics, Inc.'s ratings
under review for possible downgrade following the company's
announcement on March 31, 2006 that its financial statements
should be restated.

HealthTronic's current ratings from Moody's are:

   * Corporate family rating, rated Ba3

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

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


HEATING OIL: Plan Confirmation Hearing Set for May 31
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut approved
the First Amended Disclosure Statement explaining the First
Amended Joint Plan of Reorganization of Heating Oil Partners, LP,
and its debtor-affiliates.  The Bankruptcy Court determined that
the Debtors' Disclosure Statement contains adequate information --
the right amount of the right kind -- for creditors to make
informed decisions when the Debtor asks them to vote to accept the
Plan.

The Debtors proposes to implement the Plan through:

    a. Substantive Consolidation;

    b. Cancellation of Existing Securities and Agreements;

    c. New Working Capital Facility; and

    d. New Membership Interests, New Holdings Common Stock and New
       Option Interests.

                  Treatment of Claims

Under the Plan, Administrative Expenses, totaling approximately
$62.4 million will be paid in full and in cash.

Priority Tax Claims, totaling approximately $3.6 million, at the
sole option of the Debtors, will be either:

     a. paid in full and in cash on the effective date; or

     b. paid in full and in cash in equal semi-annual installments
        over a period not exceeding six years from the date of
        assessment, with interest at the applicable rate or other
        amount determined by the Court.

Holders of allowed Secured Claims, estimated at $118 million, will
receive a pro-rata share of the New Holdings Common Stock and the
New Option Interests.  The disclosure statement does not disclose
the estimated recoveries for secured claimholders.

In full payment of Other Secured Claims, totaling $3.7 million,
the claim will be either:

     a. reinstated,

     b. paid in full and in cash together with any postpetition
        interest,

     c. satisfied by the surrender of the collateral securing such
        Allowed Claim, or

     d. rendered unimpaired in accordance with Section 1124 of
        the Bankruptcy Code.

Holders of General Unsecured Claims, estimated to total $3.37
million, will receive:

     a. their pro-rate share of the $425,000 distribution amount;
        plus

     b. their pro-rate share of the $100,000 release based amount,
        in the event that:

           -- the holder of the Allowed General Unsecured Claim
              elects the release provided in the Plan; or

           -- the Court approves the release section the Plan.

The Debtor estimates that General Unsecured Claimants will recover
$12.6% of their claims without the release amount or 15.56% if the
release amount is included.

Old Equity Interests will be cancelled under the Plan and interest
holders will receive no distributions.

The Bankruptcy Court will convene a hearing at 2:30 p.m. on May
31, 2006, to consider confirmation of the Debtors' First Amended
Joint Plan of Reorganization.

                       About Heating Oil

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.
-- http://www.hopheat.com/-- is one of the largest residential  
heating oil distributors in the United States, serving
approximately 150,000 customers in the Northeastern United States.
The Company's primary business is the distribution of heating oil
and other refined liquid petroleum products to residential and
commercial customers.  

The Company and its subsidiaries filed for chapter 11 protection
on Sept. 26, 2005 (Bankr. D. Conn. Case No. 05-51271) and filed
for recognition of the chapter 11 proceedings under the Companies'
Creditors Arrangement Act (Canada).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, represent the Debtors
in their restructuring efforts.  Jeffrey D. Prol, Esq., at
Lowenstein Sandler PC, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $127,278,000 in total assets and
$155,033,000 in total debts.


HEATING OIL: Selling Office Building for $350,000
-------------------------------------------------
Heating Oil Partners, LP, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut to approve the
proposed sale of a portion of their Kennett Square property, free
and clear of liens, to Truskey Real Estate Partnership, LP.  

The Debtors' Kennett Square property, located at 431 South Walnut
Street, Kennett Square in Chester County, Pennsylvania, consists
of two contiguous lots:

     -- Lot 1 contains a freestanding office, a garage measuring
        approximately 1,800 square feet and a 1 million gallon
        storage tank.
    
     -- Lot 2 contains a freestanding building built in 1960 with
        approximately 1,800 square feet of office space.

Truskey proposes to purchase Lot 2, which previously served as the
Debtors' reporting office, for $350,000 in cash.  The sale is
subject to higher and better offers at the hearing approving the
Truskey purchase agreement.  A copy of the purchase agreement
governing the sale is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060410052458

Beiler-Campbell Realtors, the Debtors' broker, has marketed the
property in the past two years.  Beiler-Campbell will get a 6%
commission at the closing of the sale.

                       About Heating Oil

Headquartered in Darien, Connecticut, Heating Oil Partners, L.P.
-- http://www.hopheat.com/-- is one of the largest residential  
heating oil distributors in the United States, serving
approximately 150,000 customers in the Northeastern United States.
The Company's primary business is the distribution of heating oil
and other refined liquid petroleum products to residential and
commercial customers.  

The Company and its subsidiaries filed for chapter 11 protection
on Sept. 26, 2005 (Bankr. D. Conn. Case No. 05-51271) and filed
for recognition of the chapter 11 proceedings under the Companies'
Creditors Arrangement Act (Canada).  Craig I. Lifland, Esq., and
James Berman, Esq., at Zeisler and Zeisler, represent the Debtors
in their restructuring efforts.  Jeffrey D. Prol, Esq., at
Lowenstein Sandler PC, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $127,278,000 in total assets and
$155,033,000 in total debts.


HOBNOBBIN LP: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Lead Debtor: Hobnobbin, LP
             200 Industrial Street
             New Castle, Pennsylvania 16102

Bankruptcy Case No.: 06-21409

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Interchange Specialty Services, Inc.       06-21414

Type of Business: The Debtors offer freight car maintenance
                  and repair services.  
                  See http://www.iss-inc.com/

Chapter 11 Petition Date: April 3, 2006

Court: Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Robert O. Lampl, Esq.
                  Law Offices of Robert O. Lampl
                  960 Penn Avenue, Suite 1200
                  Pittsburgh, Pennsylvania 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335

                           Estimated Assets      Estimated Debts
                           ----------------      ---------------
Hobnobbin, LP              $1 Million to         $1 Million to
                           $10 Million           $10 Million

Interchange Specialty      $100,000 to           $500,000 to
Services, Inc.             $500,000              $1 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


HONEY CREEK: Files Plan & Disclosure Statement in Northern Texas
----------------------------------------------------------------
Honey Creek Kiwi LLC delivered a Disclosure Statement explaining
its Chapter 11 Plan of Liquidation to the U.S. Bankruptcy Court
for the Northern District of Texas on March 27, 2006.

                       Overview of the Plan

The Plan provides for a reduction in debt service on the bonds by
means of a reduction in principal balance and interest rate or a
reduction in interest rate, at the option of the Bondholders.  The
Plan also provides for a partial payout over time of prepetition
claims.

The reduction in debt service allows the Debtor's existing cash
flow to service the restructured bond debt, the debt service on
prepetition claims, preserves the tax exempt status of the bonds,
and allows the Debtor to pay post petition operating expenses on a
current basis.

                         Treatment of Claims

Under the Plan, on the Effective Date, each holder of an Allowed
Claim in Class 1 will receive a Plan Secured Note and will retain
its Tax Liens securing its Allowed Secured Claim as security for
the Plan Secured Note until that Note is paid in full.

Any Allowed Secured Claims (and any Allowed Unsecured Claims) in
Class 2 of the Indenture Trustee will be treated in one of the two
following manners, depending upon the 1111(b) Election of the
Indenture Trustee:

I.  MuniMae Alternative Treatment 1:

    If the Indenture Trustee has not made an 1111(b) election by
    the expiration of the time set forth in Bankruptcy Rule
    3014, the Allowed Unsecured Claims of the Indenture Trustee
    will be treated as set forth in Class 4D and the Allowed
    Secured Claims of the Indenture Trustee will be treated as:

       a) Issuance of Renewal Note:

          Under Alternative Treatment 1, on the Distribution
          Date, the holder of an Allowed Claim in Class 2A will
          receive a restated and renewal promissory note (in
          full and complete satisfaction of all Secured Claims
          of the Class 2A Claimant) in the form of the original
          Bond Note, but modified to provide that:

            1) the principal amount is reduced to $15,750,000
               as the Court may determine to be the value of
               the collateral securing the Allowed Secured Claim,

            2) the interest rate changed to fixed at 6.0% per
               annum,

            3) the Maturity Date will be changed to the 35th
               anniversary of the Distribution Date;

            4) payments will be interest only until the 5th
               anniversary of the Distribution Date and
               principal and interest over the remaining term
               of the note in equal monthly installments.

       b) Auction of Equity Interests:

          Under Alternative Treatment 1, in accordance with the
          provisions of section 4.5A, the sole membership interest
          in the Reorganized Debtor will be auctioned at the
          Confirmation Hearing to the highest bidder for cash in
          accordance Section 7.1.

       c) Modification of Loan Documents:

          Under Alternative Treatment 1, the Bond Loan Documents
          will be modified in accordance with Section 4.2A.3 to
          the extent that modifications are not inconsistent with
          the previsions of this Section 4.2A.1

II. MuniMae Alternative Treatment 2:

    If the Indenture Trustee has made an 1111(b) election by the
    expiration of the time set forth in Bankruptcy Rule 3014,
    the Allowed Secured Claims of the Indenture Trustee will be
    treated as:

       a) Issuance of Renewal Note:

          Under Alternative Treatment 2, on the Distribution
          Date, the holder of an Allowed Claim in Class 2A will
          receive two promissory notes in full and complete
          satisfaction of all Claims of that holder:

           1) a promissory note in the form of the Original
              Bond Note, but modified to provide that

                 i) the principal amount will be equal $15,750,000
                    as the Court may determine to be the value of
                    the collateral securing the Allowed Secured
                    Claim,

                ii) the interest rate changed to a fixed rate of
                    6.0% per annum,

               iii) the maturity date will be changed to the 35th
                    anniversary of the Distribution Date;

                iv) the Series A Note will be payable interest
                    only until the 5th anniversary of the
                    Distribution Date and principal and interest
                    over the remaining term of the note in equal
                    monthly installments.

           2) a subordinate promissory note in the form of the
              Original Bond Note, but modified to provide that

                a) the principal amount will be equal to the
                   Allowed Secured Claim amount less the principal
                   balance of the Series A Note,

                b) the Series B Note will bear no interest,

                c) the Maturity Date will be changed to the 35th
                   anniversary of the Distribution Date;

                d) the Series B Note will be payable in a single
                   payment upon the Maturity Date or upon
                   refinancing of the Series B Note; provided,
                   however, at all times the right to payment of
                   the Series B Note will be subordinate to
                   payment of the Series A Note.

       b) No Unsecured Claim if 1111(b) Election Made:

          Aside anything in Section 4.4D to the contrary, as a
          result of the 1111(b) election, if Alternative Treatment
          2 is in effect, the holder of the Class 2A Claim will
          receive nothing on account of any Unsecured Claim.

       c) No Equity Auction if 1111(b) Election Made:

          Under the Alternative Treatment 2, the provisions of
          Section 4.5B will control and no auction will occur
          under Section 7.1.

Each holder of an Allowed Secured Claim in Class 2B to 2J will be
treated as:

   i) General Treatment

      Each holder of an Allowed Secured Claim against the Debtor
      will, at the sole option of the Reorganized Debtor, receive
      on the Distribution Date on account of its Allowed Secured
      Claim:

         a) a Plan Secured Note;

         b) treatment as provided under section 1124(2) of the
            Bankruptcy Code, with the Cash payments required by
            section 1124(2)(A) and (C) of the Bankruptcy Code
            being made on the Distribution Date; or

         c) the holder's Collateral.

       If the holder of an Allowed Secured Claim against the
       Debtor receives treatment as provided in (a) or (b) above,
       that holder will retain any Liens securing the Allowed
       Secured Claim until paid in full.  Any Deficiency Amount
       related to a Secured Claim will be treated as a Class 4C
       Trade Vendor Claim.

  ii) Negotiated Treatment

      The Debtor, Committee and any holder of a Class 2B to 2J
      Allowed Secured Claim may agree to any alternate treatment
      of that Secured Claim, which treatment will include
      preservation of holder's Lien; provided, however, that
      treatment will not provide a return to any holder of an
      amount having a present value in excess of the amount of the
      holder's Allowed Secured Claim.  Each agreement will be
      presented to the Bankruptcy Court before or within 30 days
      after the Effective Date and will not materially and
      adversely impact the treatment of any other creditor under
      the Plan.

Each holder of an Allowed Priority Non-tax Claim against the
Debtor will receive on the Distribution Date the right to payment
or refund in accordance with the policies of the Debtor then in
effect.  Allowed Priority Non-tax Claims held by the Debtor's
employees will be paid in the Debtor's ordinary course of business
pursuant to the terms of the Debtor's employee policies as may be
changed from time to time.

If Alternative Treatment 1 is applicable, Allowed Equity Interests
Holders will receive nothing on account of interest.  If
Alternative Treatment 2 is applicable, Alternative Building
Concepts Group, Inc., the Debtor's sole managing member, will
retain its membership interest in the Debtor unaffected by the
Plan.

The holders of Disallowed Claims, Subordinated Claims, Penalty
Claims and any other Claims against the Debtor will receive no
distributions under the Plan.

A full-text copy of the Chapter 11 Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060410052933

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC owns a
656-unit apartment complex known as the Honey Creek Apartments.  
The company filed for chapter 11 protection on August 24, 2005
(Bankr. N.D. Tex. Case No. 05-39524).  Richard G. Grant, Esq., at
Roberts & Grant, P.C., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million and $50 million.


INTEGRATED ALARM: Incurs $8 Million Net Loss in Fourth Quarter
--------------------------------------------------------------
Integrated Alarm Services Group, Inc. (NASDAQ: IASG), disclosed
its financial results for the fourth quarter and fiscal year 2005
ended December 31, 2005.

Revenue for the fourth quarter was $25.6 million up 23% over
fiscal 2004 fourth quarter revenue of $20.7 million.  The net loss
for the fourth quarter ending December 31, 2005, was $8.0 million
compared to a net loss of $8.1 million in the fourth quarter of
2004.

Revenue for fiscal year 2005 was $99.2 million up 23% over fiscal
year 2004 revenue of $80.4 million.  The net loss for fiscal year
2005 was $22.3 million compared to a net loss of $11.7 million for
fiscal year 2004.  For the full year 2005 the aggregate owned
portfolio annualized attrition rate was 13.7% versus 11.6% for
fiscal 2004.

Fourth quarter achievements and activities included:

   -- The acquisition of the assets of Financial Security
      Services, Inc. (FSS) for $23 million cash.  The acquired
      assets included: a portfolio of dealer loans with a par
      value of $17 million, a central station in South St. Paul,
      Minnesota, a wholesale monitoring business generating
      $220,000 of recurring monthly revenue (RMR), and an owned
      portfolio of alarm contracts generating $11,000 of RMR.

   -- The payment of an $18 million dealer note receivable.

   -- The purchase of 312,626 shares of IASG stock into treasury.

   -- A 14.0 percent reduction in fourth quarter annualized Owned
      Portfolio attrition from the third quarter level to 15.3
      percent.

   -- The initiation of a strategic review of operations to
      improve profitability and growth prospects.

In announcing the year-end results, Timothy M. McGinn, Chairman
and CEO, said, "2005 was a challenging year for our Company. 2005
revenues increased by 23 percent and EBITDA increased by 11
percent.  We are not at all satisfied with these results."

Mr. McGinn continued, "We began the year with numerous regulatory
and compliance issues.  While further work is required, our Form
10-K documents good progress on several fronts including Sarbanes-
Oxley Section 404 compliance and we are, and have been since the
second quarter, timely in our SEC filings.  Mid-year we
encountered attrition difficulties with our owned portfolio of
alarm contracts.  At the time, I indicated the attrition challenge
would not be solved in one quarter.  We are not at goal; however
we have made significant retention progress in the fourth quarter
and attrition is once again moving in the right direction.  We
concluded 2005 with the engagement of Allen & Co. to perform a
strategic options analysis to improve shareholder value."

Mr. McGinn concluded, "IASG was considerably less active in the
marketplace in 2005 compared to recent years.  This is in part
because of the challenges faced by the Company in 2005 and also
the rising price environment for portfolio acquisitions and alarm
business activities.  We did, however make an important strategic
acquisition with the October purchase of FSS.  FSS adds to our
portfolio of products that we bring to alarm dealers and further
augments our infrastructure."

At December 31, 2005, IASG had $16.2 million in cash,
$16.2 million of secured notes receivable from dealers and
stockholders' equity of $120.1 million.  The Company had
$125.8 million of debt and capital leases at December 31, 2005,
and ended fiscal 2005 with a net debt (debt less cash) to
equity ratio of .91 to 1. IASG had no outstanding balance on
the $30 million senior credit facility at the end of 2005.

IASG ended fiscal 2005 with an owned portfolio of approximately
159,000 contract equivalents generating RMR of approximately
$4.8 million and wholesale monitoring of approximately 728,000
alarms (including IASG's owned portfolio accounts) generating
approximately $3.1 million in RMR. Revenue from the owned
portfolio is split 80% residential and 20% commercial.

The Company employed 837 employees at December 31, 2005, down from
874 a year earlier.

                 About Integrated Alarm Services

Integrated Alarm Services Group -- http://www.iasg.us/-- provides    
total integrated solutions to independent security alarm dealers  
located throughout the United States to assist them in serving the  
residential and commercial security alarm market.  IASG's services  
include alarm contract financing including the purchase of dealer  
alarm contracts for its own portfolio and providing loans to  
dealers collateralized by alarm contracts. IASG, with 5,000  
independent dealer relationships, is also the largest wholesale  
provider of alarm contract monitoring and servicing.  

                         *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and 'B-' second lien senior secured debt rating on
Integrated Alarm Services Group Inc. in July 2005.

Moody's Investors Service also confirmed the B3 credit ratings of
Integrated Alarm and changed the outlook to negative.


INTELSAT LTD: Filing Delay Cues S&P to Hold Ratings on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services held all ratings on fixed
satellite services provider Intelsat Ltd. (BB-/Watch Neg/--) on
CreditWatch with negative implications after the company failed to
file its 2005 form 10-K by March 31, 2006, as required by the SEC.  
The bank agreement also required the company to provide financial
statements by the same date.
      
"Intelsat's lenders are waiving any default that would result from
failure to provide required financial statements, effective for 30
days beginning March 30, 2006," said Standard & Poor's credit
analyst Eric Geil.

In an SEC late filing notice, Intelsat indicated that it has
encountered delays and greater complication than anticipated in
its year-end reporting process.  The exchange offer for notes
issued in Jan. 2005, and a required 10-K footnote presenting
financial information on debt guarantors and non-guarantors were
cited as factors in the delay.
     
The ratings were placed on CreditWatch with negative implications
on Aug. 29, 2005, after Intelsat's announcement of its agreement
to acquire competing FSS operator PanAmSat Holding Corp. and
subsidiaries for $6.4 billion, consisting of:

   * $3.2 billion in cash for equity; and
   * $3.2 billion in existing PanAmSat debt.

At the same time, the 'BB' corporate credit rating and all other
ratings on PanAmSat also were placed on CreditWatch with negative
implications.
     
Pro forma consolidated leverage is elevated, in the upper 7x
area, based on:

   * Intelsat's results for the 12 months ended Sept. 30, 2005;
     and

   * PanAmSat's full-year 2005 results.  

In resolving the CreditWatch listing, Standard & Poor's will
review the combined company's operating and financial plans, and
expects to determine the ratings at around the time the
transaction closes, which the company expects will occur in the
second or third quarter of 2006.  Standard & Poor's expects the
corporate credit rating of the combined entity to be no lower than
'B+', barring any further unforeseen financial reporting
difficulties or outcomes.


INTERNATIONAL MANAGEMENT: Hires W.G. Hays as Financial Consultant
-----------------------------------------------------------------
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 W.G. Hays & Associates,
LLC as their financial consultant and accountants.

W.G. Hays is expected to:

    (a) consult with and advise the Debtors on matters pertaining
        to the financial posture of the Debtors;

    (b) perform forensic accounting services in connection with
        the deterioration of the Debtors' businesses;

    (c) develop reporting formats, processes and procedures for
        the systematic analysis of the Debtors' assets, including
        the identification of such assets;

    (d) investigate the books and records of the Debtors for
        related party or fraudulent transactions;

    (e) provide expert testimony, as required;

    (f) investigate and analyze any allegations of fraud,
        dishonesty, incompetence, misconduct, mismanagement, or
        irregularity in the management of the affairs of the
        Debtors of or by former management of the Debtors or with
        respect to services performed by third parties; and

    (g) perform other services incidental and necessary to the
        Debtors' performance of their duties in their Chapter 11
        cases.

W. Danfield Hays, a member of W.G. Hays, tells the Court that the
Firm's professionals bill:

         Consultants                  Hourly Rate
         -----------                  -----------
         William G. Hays, Jr.             $315
         William F. Perkins               $225
         William D. Hays                  $195
         Daisy Williams                   $165
         M. Aggie Caldwell                $145

Mr. Hays discloses that the Firm's paraprofessionals bill $60 per
hour.

Mr. Hays 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 MGM'T: U.S. Trustee Appoints 7-Member Investor Panel
------------------------------------------------------------------
The United States Trustee for Region 21 appointed seven investors
to serve on an Official Committee of Investors in International
Management Associates, LLC and its debtor-affiliates' chapter 11
cases pursuant to Section 1102(a) of the Bankruptcy Code:

    1. Roger L. O'Neal
       GTO Development, LLC
       100 Wilshire Boulevard, Suite 1270
       Santa Monica, CA 90401
       Tel: (310) 245-8656
       Fax: (310) 314-4801

    2. Charles D. Busskohl
       12098 North 137th Way
       Scottsdale, AZ 85259
       Tel: (480) 767-1638
       Fax: (480) 767-1748

    3. William E. Johnson
       1683 Red Mountain Road
       Aspen, CO 81611
       Tel: 970-949-1111 (cell)

    4. Jaswinder S. Grover
       Suite 101, 600 South Rancho
       Las Vegas, NV 89106
       Tel: (702) 401-3979
       Fax: (702) 254-5885

    5. Scott G. Baker
       667 Main Street
       Hingham, MA 02043
       Tel: (781) 640-3287
       Fax: (781) 749-7335

    6. Blaine E. Bishop
       8775 Colonial Drive
       Duluth, GA 30097
       Tel: (615) 496-5206
       Fax: (770) 573-0828

    7. Stephen Atwater
       2510 Sugarloaf Club drive
       Duluth, GA 30097
       Tel: (770) 497-4948
       Fax: (800) 510-5523

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.


INTERPUBLIC GROUP: Weak Profits Prompt Moody's Ratings Downgrade
----------------------------------------------------------------
Moody's Investors Service downgraded The Interpublic Group of
Companies, Inc.'s corporate family and senior unsecured long term
debt ratings to Ba3 from Ba1.  The outlook remains negative.

The downgrade reflects weaker than previous expectations by
Moody's for IPG's fiscal year 2006 profitability and Moody's
expectation that the turnaround at IPG will extend from 2007 into
2008, which is moderately longer than originally anticipated.
IPG's current and near term operating performance do not support
the Ba3 rating, although Moody's is expecting steady improvements.

In the absence of top line growth, as well as cost savings in
certain subsidiaries, such as Lowe, in 2006, the rating will
likely be cut further.  The Ba3 rating also relies heavily on an
expected decline in professional fees to restore the company's
operating profit margins and reflects concern regarding the
weakening credit profile of IPG's largest client, General Motors.

Moody's believes that although GM will continue to aggressively
market its products, IPG's margins could possibly be negatively
impacted over the near term due to market share declines and
pressure on GM to reduce costs.  The Ba3 rating also reflects
Moody's belief that IPG will continue to file its results on a
timely basis.  Further, IPG benefits from its sizable cash balance
of over $2 billion at year end, resulting in low net debt, and no
significant maturities until 2008, all providing the company with
the flexibility to focus on its turnaround for the next two years.

The negative outlook reflects the continued uncertainty
surrounding the timing of operating results improvements,
including industry comparable revenue growth and operating
margins.  It also considers the potential for higher than expected
internal control remediation costs, as well as uncertainty on the
timing of completion of remedial measures and on realization of
benefits from these measures through internal control process and
management information systems improvement. Refinancing the
significant debt maturities in 2008 well in advance of their
maturity will also impact the rating.

The Interpublic Group of Companies, Inc., with headquarters in New
York, is one of the largest advertising, marketing and corporate
communications holding companies in the world.

Downgrades:

   Issuer: Interpublic Group of Companies, Inc.

   * Corporate Family Rating, Downgraded to Ba3 from Ba1

   * Preferred Stock Shelf, Downgraded to (P)B2 from (P)Ba3

   * Senior Unsecured Bank Credit Facility, Downgraded to Ba3
     from Ba1

   * Senior Unsecured Conv./Exch. Bond/Debenture, Downgraded to
     Ba3 from Ba1

   * Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3
     from Ba1

   * Senior Unsecured Shelf, Downgraded to (P)Ba3 from (P)Ba1

   * Subordinated Shelf, Downgraded to (P)B1 from (P)Ba2


INTERSTATE BAKERIES: Sells Whittier Property for $850,000
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave Interstate Bakeries Corporation and its debtor-affiliates
permission to sell their real property located at 13448 Lambert
Road, in Whittier, California, to John B. and Gail L. Lascari for
$850,000.

Hilco Industrial, LLC and Hilco Real Estate, LLC, assisted the
Debtors in the sale and marketing of the Whittier Property.  At
an auction held on February 27, 2006, the Lascaris offered
$850,000, for the purchase of the Whittier Property.

The Whittier Property will be transferred to the Lascaris, free
and clear of all liens, claims and encumbrances.  All valid and
enforceable liens, claims and encumbrances will attach to the
proceeds of the Sale, in the same relative priority as existed
with respect to the Property.

The Court authorizes the Debtors to pay outstanding real and
personal property taxes for the tax year 2004-2005 with respect
to the Property totaling $7,173, plus $10 in late fees to the Los
Angeles County Tax Collector at the Closing.  Penalties on 2004-
2005 Property Taxes are disallowed.

After the Closing and Payment, the Debtors will have no further
liability to the Los Angeles County Tax Collector for real or
personal property taxes with respect to the Property.

Judge Venters clarifies that the Order will not modify the
Debtors' obligations under the Successful Sale Agreement to
prorate taxes for the 2005-2006 tax year at Closing.

In the event that the Lascaris fail to close the sale for any
reason, the Debtors are authorized to consummate the sale
transaction with the next highest or otherwise best bidder.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, PC, represents the Official Committee of
Unsecured Creditors.  Peter D. Wolfson, Esq., at Sonnenschein Nath
& Rosenthal, LLP, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014, on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Wants Plan-Filing Period Stretched to Sept.
----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Western District of Missouri to
further extend their exclusive periods to:

   (a) file a plan of reorganization through September 22, 2006;
       and

   (b) file and solicit acceptances of that plan through
       November 21, 2006.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, reports that as of March 23, 2006, the
Debtors have completed the reviews and effected the
consolidations in nine of their profit centers.  The Debtors have
begun the proposed consolidation activities in their 10th profit
center.

The Debtors have closed seven bakeries, 200 distribution centers,
and 200 thrift stores.  They have also remapped almost all of
their original 9,100 delivery routes.

As previously reported, the Debtors anticipated that there would
be a period of transition before the true impact of the projected
efficiencies could be realized.  The initial results have been
mixed and the analysis of the results has been complicated by
increase of costs of raw materials and energy over the last six
months, Mr. Ivester tells the Court.

As a consequence, the Debtors are examining the prospect of
passing the increased costs along through strategic pricing
actions.  Mr. Ivester explains that the Debtors will need to
monitor and analyze future sales results to ascertain the
implications of any price increases on customer demand.

As of March 23, 2006, the Debtors have reached long-term
extensions with 42 of their local collective bargaining units,
which is 21% of their unionized workforce.  The long-term
extensions modify and extend the existing CBAs until 2010.

Under the long-term extensions, the Debtors have reached
agreements with locals affiliated with each of the International
Brotherhood of Teamsters and the Bakery, Confectionery, Tobacco
Workers & Grain Millers International Union.  The Debtors hope to
use those agreements as the framework for negotiating similar
agreements with the remaining IBT and BCTGM collective bargaining
units.  However, substantial work remains to be done to reach
acceptable agreements with the remaining collective bargaining
units, Mr. Ivester notes.

The Debtors have also made significant progress in:

   -- completing audits;

   -- adopting financial controls to comply with Sarbanes-
      Oxley;

   -- responding to a pending SEC investigation; and

   -- addressing various tax issues, including net operating
      losses generated after their Chapter 11 cases were filed.

The Debtors have filed sixteen omnibus objections to claims,
resulting in more than 2,500 claims being modified or removed
from their claims registers.  The Debtors expect to continue
resolving more than 8,800 claims filed in their Chapter 11 cases
through negotiation and further omnibus claims objections.

As of March 23, 2006, the Debtors have filed 21 motions rejecting
355 real property leases, thereby reducing unnecessary drains on
their cash resources.  The Debtors have also sold real property
aggregating $84,000,000.

Mr. Ivester asserts that a credible long-term business plan is
essential to the assessment of a reasonable range of values for
the Debtors' reorganized businesses and the determination of how
much debt and equity those businesses will be able to support --
both of which assessments are prerequisites to the filing of a
plan of reorganization.

Once the Debtors have formulated a credible long-term business
plan, they anticipate engaging in discussions with all of their
constituents regarding a plan of reorganization, including
continuing discussions with the union employees' collective
bargaining units, as necessary, Mr. Ivester tells Judge Venters.

                    About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, PC, represents the Official Committee of
Unsecured Creditors.  Peter D. Wolfson, Esq., at Sonnenschein Nath
& Rosenthal, LLP, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014, on August 12,
2004) in total debts.  (Interstate Bakeries Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000)


IPAYMENT INC: Moody's Junks Rating on $285MM Subordinated Notes
---------------------------------------------------------------
Moody's Investors Service assigned first-time corporate family
rating of B2 to iPayment Inc., B1 ratings to its proposed senior
secured term loan facility and senior secured revolving credit
facility, and Caa1 to its proposed senior subordinated notes.
Moody's also assigned a SGL-2 liquidity rating, reflecting fairly
good liquidity.  Combined proceeds of $735 million are expected
finance a management buyout of iPayment and refinance a portion of
existing debt.  The rating outlook is stable.

The ratings reflect iPayment's high degree of leverage with Debt
to EBITDA at 6.5x as a result of the proposed MBO; its limited
track record at current business profile and scale, the rapid
growth of the company through acquisitions; the risk of larger and
better capitalized competitors penetrating the small and medium
business space; and significant reliance on one vendor which
provides the bulk of the transaction processing services.
Profitability metrics, though strong, having exhibited some
moderate declines recently.  The company also has limited asset
protection from a small base of tangible assets though this is
mitigated by a liquid market for merchant portfolios.  The ratings
of the secured bank facilities and the subordinated notes reflect
their contractual ranking and collateral coverage in the case of
the secured bank facilities.

The rating also considers the generally favorable macro
environment for electronic payment processing industry, especially
growth in the SMB space which iPayment focuses on; iPayment's
diverse customer base with no customer concentration by size or
sector; the strong recurring nature of its revenue as a result of
improving retention rates; and the expectation that iPayment will
continue to be free cash flow positive despite the significant
increase in interest expense due to the current MBO.

The ratings could experience upward pressure were the company to:

   1) Significantly de-lever, with Debt to EBITDA falling to less
      than 4x;

   2) demonstrate evidence of continued organic growth; and

   3) sustain current profitability metrics. Conversely, the
      ratings could face downward pressure if:

      -- there is a trend of market share loss or revenue
         declines perhaps due to increasing competitive
         landscape;

      -- iPayment is unable to generate positive free cash flow;  
         and

      -- there is further increase in leverage either as a result
         of further debt financed acquisitions or declining
         revenue and profitability measures due to competitive
         pressures.

These first time ratings were assigned:

   * Corporate family rating -- B2

   * $50 million senior secured revolving credit facility due
     2012 -- B1

   * $450 million senior secured term loan facility due 2013
     -- B1

   * $285 million senior subordinated notes due 2014 -- Caa1

   * Speculative Grade Liquidity rating of SGL-2

The rating outlook is Stable

Headquartered in Nashville, Tennessee, iPayment is a provider of
credit and debit card-based payment processing services to small
merchants.  As of January 2006, it provides services to
approximately 140,000 active small merchants located across the
United States.


JEROME DUNCAN: Gail Duncan Files New Disclosure Statement in Mich.
------------------------------------------------------------------
Gail Duncan and Shashi K. Tejpaul unveiled a disclosure statement
explaining their proposed plan of reorganization in Jerome Duncan,
Inc.'s chapter 11 case to the U.S. Bankruptcy Court for the
Eastern District of Michigan.

Gail Duncan is the wife of Mr. Tejpaul and the daughter of Richard
Duncan, co-founder of the Debtor.  Mr. Duncan sold and turned over
a controlling interest in the company to Ms. Duncan in 1993.

                       No Tangible Assets

The proponents tell the Court that the Debtor's tangible assets
have been liquidated and ongoing operations have ceased.  As
reported in the Troubled Company Reporter on Feb. 2, 2006, the
Court approved the sale of substantially all of the Debtor's
assets to Suburban Ford of Sterling Heights L.L.C. for
$14.8 million, free and clear of all liens, claims and
encumbrances.

The proponents believe that the only substantial assets remaining
that have value are the Ford Litigation and Avoidance Actions.

                        Ford Litigation

The Plan Proponents tell the Court that they will assume full
responsibility to personally fund all the costs and expenses of
the Ford Litigation,  which they believe could cost up to
$600,000.  The Plan Proponents say that they have a very strong
case and the litigation may result in a recovery of more than
$30 million.

                       Treatment of Claims

Under the Proposed Plan, claims are grouped into three classes:

    * Class 1 - Allowed Administrative Claims;
    * Class 2 - Allowed Unsecured Claims; and
    * Class 3 - Allowed Claims of Ford Motor Credit Company.

The proponents tell the Court that these claims will receive
distributions in accordance with the priorities established in the
Bankruptcy Code.  Ford's claim will be subordinated to all other
claims.  

A full-text copy of Gail Duncan and Shashi K. Tejpaul's Disclosure
Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060410050647

A full-text copy of Gail Duncan and Shashi K. Tejpaul's Plan of
Reorganization for Jerome Duncan, Inc., is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060410050954

Headquartered in Sterling Heights, Michigan, Jerome Duncan Inc.,
was the largest dealer of automobiles manufactured by Ford Motor
Company in the state of Michigan.  The Debtor employed over 200
individuals in its operations and generated between $300 and $500
million in annual sales.  The company filed for chapter 11
protection on June 17, 2005 (Bankr. E.D. Mich. Case No. 05-59728).  
Arnold S. Schafer, Esq., at Schafer and Weiner, PLLC, represents
the Debtor in its restructuring efforts.  Judith Greenstone
Miller, Esq., at Jaffe, Raitt, Heuer & Weiss, PC, represents the
Official Committee of Unsecured Creditors.


J.L. FRENCH: Hires Deloitte & Touche as Independent Auditors
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave J.L
French Automotive Castings and its debtor-affiliates permission to
employ Deloitte & Touche LLP as their independent auditors and
accountants.

As reported in the Troubled Company Reporter on Mar. 16, 2006,
Deloitte & Touche will:

    a. audit the consolidated annual financial statements of
       the Debtors and the consolidated financial statements of
       the Debtors' subsidiaries for the fiscal years ended
       Dec. 31, 2005 and thereafter;

    b. perform reviews of interim financial statements; and

    c. as may be agreed to by the Firm, render other audit and
       accounting services, including:

         * assistance in connection with reports requested of the
           Debtors by the Court, the U.S. Trustee or parties-in-
           interest, as the Debtors, their attorneys or financial
           advisors may from time to time request;

         * accounting advisory services during the course of the
           reorganization; and

         * other similar requested assistance requested by the
           Debtors.

The Debtors told the Court that the Firm's professionals bill:

      Designation                        Hourly Rate
      -----------                        -----------
      Partner/Principal/Director         $460 - $650
      Senior Manager                     $390 - $490
      Manager                            $320 - $390
      Senior Accountants                 $200 - $250
      Staff Accountants                  $135 - $180
      Paraprofessionals                      $60

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.


JO-ANN STORES: S&P Lowers Subordinated Debt Rating to CCC from B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Hudson, Ohio-based specialty retailer Jo-Ann Stores Inc.
to 'B-' from 'B+'.  The subordinated debt rating was lowered to
'CCC' from 'B-'.  The outlook is negative.  All ratings were
removed from CreditWatch, where they were placed with negative
implications on Oct. 6, 2005.
      
"The downgrade is based on the continuation of weak operating
trends and the expectation of a challenging year," said Standard &
Poor's credit analyst Robert Lichtenstein.

Moreover, the company's direction is uncertain given the departure
of key executives whose positions have not yet been filled.  
EBITDA in 2005 dropped to $65 million from $143 million the year
before due to poor execution and softening industry trends.  As a
result leverage, increased to 7x from 3.7x the year before.
     
The ratings on Jo-Ann Stores reflect:

   * declining operating trends;
   * uncertainty related to the departure of key executives; and
   * weak credit measures.
     
Operating performance weakened significantly in 2005 after three
years of improving trends.  The decline was due to poor execution
and softening industry trends.  Same-store sales decreased 0.8% in
2005, versus an increase of 3.2% in the prior year, while
operating margins for the 12 months ended Jan. 28, 2006, dropped
to 11% from 14.5%.  The decline was due to higher promotional
activity and markdowns as the company liquidated inventory.


JUSTINE RICE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Justine Lorainne Rice
        P.O. Box 211
        17466 Luna De Miel
        Rancho Santa Fe, California 92067
        Tel: (858) 688-5197

Bankruptcy Case No.: 06-00730

Type of Business: The Debtor previously filed for chapter 11
                  protection on February 27, 2006 (Bankr. S.D.
                  California, Case No. 06-00318).

Chapter 11 Petition Date: April 7, 2006

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Bruce A. Wilson, Esq.
                  Bruce A. Wilson, APLC
                  2031 Fort Stockton Drive
                  San Diego, California 92103
                  Tel: (619) 497-0627
                  Fax: (619) 497-0628

Total Assets: $2,857,755

Total Debts:  $1,829,098

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


KAISER ALUMINUM: Asks Court to Okay $67.2 Mil. Hartford Settlement
------------------------------------------------------------------
In May 2000, Kaiser Aluminum & Chemical Corporation filed an
insurance coverage action against certain insurers, including
certain "Hartford Parties," in the Superior Court of California
for the County of San Francisco, styled as Kaiser Aluminum &
Chemical Corporation v. Certain Underwriters at Lloyds, London,
Case No. 31241.

The Hartford Parties are:

    (1) "Hartford" -- Hartford Accident and Indemnity Company,
        First State Insurance Company, New England Reinsurance
        Corporation, and Nutmeg Insurance Company;

    (2) The Hartford Financial Services Group, Inc.;

    (3) each of Hartford's and Hartford Financial's parents,
        direct and indirect subsidiaries, divisions, holding
        companies, merged companies, acquired companies,
        predecessors-in-interest, successors-in-interest and
        assigns; and

    (3) Hartford's and Hartford Financial's directors, officers,
        shareholders, agents, attorneys and employees.

The insurance coverage, which is the subject of the Products
Coverage Action, spans the period from 1959 to 1985 and involves
more than 300 insurance policies.  These insurance policies
include the policies issued by the Hartford Parties insuring
KACC.

                       The Coverage Action

In the Products Coverage Action, KACC seeks a declaratory judgment
that the Insurers are obligated to cover the asbestos-related
bodily injury products liability claims that have been asserted
against KACC.  The Products Coverage Action also seeks damages for
breach of contract and breach of the covenant of good faith and
fair dealing against several of the Insurers.

According to Kimberly D. Newmarch, Esq., at Richards, Layton &
Finger, in Wilmington, Delaware, the Products Coverage Action --
if successful -- would establish KACC's rights, and the Insurers'
obligations, with respect to the Asbestos Products Claims and
would allow KACC to recover its costs from the Insurers in
connection with the defense and settlement of the Asbestos
Products Claims.

KACC also sued a limited number of insurers, including one of the
Hartford Parties, on premises claims in a companion action, styled
Kaiser Aluminum & Chemical Corp. v. Insurance Company of North
America. et al., Case No. 322710, which is also pending in the San
Francisco Superior Court.

Ms. Newmarch explains that in general, a product claim is a claim
for injury resulting from a product manufactured or sold by KACC,
while a premises claim is a claim for injury resulting from
exposure to an allegedly hazardous product or condition at a
facility owned and operated by KACC.

                     The Settlement Agreement

KACC and the Hartford Parties reached a settlement that resolves
all claims against the Hartford Parties with respect to the
Hartford Subject Policies, including coverage for Channeled
Personal Injury Claims, as well as other present and future
liabilities.

The Channeled Personal Injury Claims are the asbestos personal
injury claims, the PI claims related to coal tar pitch volatile,
the PI claims related to noise induced hearing loss and the
silica-related PI claims.

The principal terms of the Settlement Agreement are:

    (a) Hartford will pay $67,200,000 to the Funding Vehicle
        Trust, or if the Funding Vehicle Trust is not in existence
        at the time any payment becomes due, then to the Insurance
        Escrow Agent.  Upon the payment of the $67,200,000
        settlement amount to the Insurance Escrow Account, legal
        and equitable title to the Settlement Amount will pass
        irrevocably to the Insurance Escrow Agent to be
        distributed pursuant to the Reorganizing Debtors'
        confirmed Plan of Reorganization;

    (b) The Hartford Parties specifically contracted to receive
        all of the benefits of being designated as Settling
        Insurance Companies in the Plan, including, but not
        limited to, the Personal Injury Channeling Injunctions.

        The Hartford Parties will be entitled to, upon Court
        approval of the Settlement Agreement and following the
        Plan's Effective Date, the protections provided by that
        designation and treatment without further Court order;

    (c) KACC, on behalf of itself and the other KACC Parties,
        will release all of its rights under the Hartford
        Subject Policies, and will dismiss each of the Hartford
        Parties from the Coverage Actions;

    (d) The Settlement Agreement covers all claims that might be
        covered by the Hartford Subject Policies.  Accordingly,
        KACC will sell, and the Hartford Parties will buy back,
        the Hartford Subject Policies pursuant to Sections 363(b)
        and 363(f) of the Bankruptcy Code, free and clear of all
        liens on, claims against, or interests in, the Hartford
        Subject Policies, with Hartford's payment of the
        Settlement Amount constituting the consideration for the
        buy-back.

        The order approving the Settlement Agreement must include
        a finding that the Hartford Parties are good faith
        purchasers of the Hartford Subject Policies pursuant to
        Section 363(m).

        The Hartford Parties also contracted to receive the
        benefits of the Approval Order Injunction, enjoining
        parties from asserting any claims against the Hartford
        Parties relating to the Hartford Subject Policies;

    (e) If any claim is brought against any of the Hartford
        Parties that is subject to a PI Channeling Injunction, the
        Funding Vehicle Trust will exercise its reasonable best
        efforts to establish that the claim is enjoined as to the
        Hartford Parties by the PI Channeling Injunction;

    (f) The Hartford Parties will not seek reimbursement of any
        payments that Hartford is obligated to make under the
        Settlement Agreement, or any other payments Hartford has
        made to or for the benefit of KACC or, upon its creation,
        the Funding Vehicle Trust, under the Hartford Subject
        Policies, whether by way of contribution, subrogation,
        indemnification or otherwise, from any entity other than
        the Hartford Parties' reinsurers.  In no event will the
        Hartford Parties make any claim for, or relating to
        insurance, reinsurance or retrocession against KACC or,
        upon its creation, the Funding Vehicle Trust; and

    (g) The Settlement Agreement contains certain rights of
        termination, including if asbestos legislation were to be
        enacted into a law prior to the last scheduled payment.

A full-text copy of the Settlement Agreement is available for free
at http://bankrupt.com/misc/HartfordPartiesSettlement.pdf

                    Settlement Must be Approved

Ms. Newmarch informs the Court that the Settlement Agreement will
eliminate KACC's continuing costs of prosecuting the Coverage
Actions against the Hartford Parties, as well as uncertainty
regarding future payments by the Hartford Parties.  The
Settlement Agreement will also secure the payment of a total fixed
amount from Hartford without further delay and cost to KACC.

Accordingly, KACC asks the Court to approve the Settlement
Agreement.  KACC further asks Judge Fitzgerald to:

    (a) authorize the sale of the Hartford Subject Policies to
        the Hartford Parties free and clear of liens, claims,
        interests and other encumbrances; and

    (b) enjoin all claims against the Hartford Parties relating to
        the Hartford Subject Policies, including, but not
        limited to:

        -- any claims arising out of or attributable to:

           * asbestos or asbestos containing products,

           * coal tar pitch volatiles,

           * noise induced hearing loss,

           * silica or silica containing products,

           * benzene in any form and from any source, or

           * any other type of personal injury, wrongful death,
             property damage, or products liability claim; and

        -- any claim arising under any federal, state or local
           statute, rule, regulation or ordinance governing,
           regulating or relating to health, safety, hazardous
           substances or the environment.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 93; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KANSAS CITY: 10-K Filing Delay Prompts Moody's Ratings Review
-------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade all debt ratings of Kansas City Southern, and its wholly
owned subsidiaries The Kansas City Southern Railway Company, and
Kansas City Southern de Mexico, S.A. de C.V.  

Moody's review was prompted by the inability of KCS to file its
Form 10-K after requesting an extension and indicating the filing
would be made by Mar. 31, 2006.

Moody's review will focus on whether KCS will be able to file
audited financial statements over the very near term and whether
any additional adverse financial matters are disclosed, the
prospects for the separate bank syndicates for both KCSR and KCSM
to provide waivers to provide full access to the revolving credit
facilities, and whether the inability to produce financial
statements on a timely basis indicates a broader material weakness
in financial reporting or in control procedures.

Neither KCSR nor KCSM are in compliance with the reporting
requirement of their respective bank agreements and, if the
financial statements are not filed by April 30, 2006, may not
comply with reporting requirements of certain lease agreements.
The company is seeking waivers to provide access to the revolvers.  
The company is still in the seasonally low portion of the year and
may need access to the revolver over the near term to supplement
its cash position.  

The delay in filing stems from the inability of the company to
complete the account reconciliation of its subsidiary, KCSM, and
provide its auditor the information to issue an opinion, although
KCS acquired full control of KCSM during 3Q, 2005.  Also, KCS
previously indicated that management's opinion was that a material
weakness existed in financial controls, but was isolated in the
tax reporting area.  Inability to file financial statements on a
timely basis, however, could indicate broader weakness in
financial controls which could give rise to future restatements.

Ratings under review for possible downgrade:

   * Kansas City Southern convertible preferred at Caa1,
     corporate family at B1, shelf (P)B2 and (P)B3

   * Kansas City Southern Railway senior unsecured at B2, senior
     secured at Ba3, shelf (P)B2 and (P)B3

   * Kansas City Southern de Mexico, S.A. de C.V. senior
     unsecured at B2, corporate family at B2

Kansas City Southern, based in Kansas City, Missouri, operates a
class I railroad and owns Mexico's northeast railway concession.


KERZNER INTL: Going Private in $3.6-Billion Transaction
-------------------------------------------------------
Kerzner International Limited (NYSE:KZL) and an investor group
which led by the Company's Chairman, Sol Kerzner and its Chief
Executive Officer, Butch Kerzner, entered into a definitive
agreement under which the Company will be acquired by the investor
group for $76.00 in cash per outstanding ordinary share.

The investor group also includes Istithmar PJSC, which is a
significant shareholder of the Company, Whitehall Street Global
Real Estate Limited Partnership 2005, Colony Capital LLC,
Providence Equity Partners, Inc., and The Related Companies, L.P.,
which is affiliated with one of the Company's Directors.  The
aggregate transaction value, including the assumption of
$599 million of net debt as of December 31, 2005, is approximately
$3.6 billion.

The Board of Directors of the Company, upon the unanimous
recommendation of a Special Committee of Directors formed to
evaluate the terms of the transaction, has approved the merger
agreement.  The Special Committee, which includes representatives
of two significant shareholders that are not affiliated with the
investor group, negotiated the price and other terms of the merger
agreement with the assistance of its financial and legal advisors.

In accordance with the merger agreement, the Company and the
Special Committee's advisors, working under the supervision of the
Special Committee, will actively solicit superior proposals during
the next 45 days.  The Kerzners and Istithmar have agreed to
cooperate in this solicitation process.

In the event the merger agreement is terminated, in order for the
Company to enter into a superior transaction arising during the
45-day solicitation period, the investor group will receive a
break-up fee of 1% of the equity value of the transaction
(approximately $30 million).  In addition, in the event of a
superior transaction, Sol and Butch Kerzner have agreed to provide
certain transitional services to the acquiring party for a period
of six months and, in the event of certain all-cash acquisitions,
to vote in favor of the superior transaction.  The Company noted
that there can be no assurance that the solicitation of superior
proposals will result in an alternative transaction.  The Company
does not intend to disclose developments with respect to the
solicitation process unless and until its Board of Directors has
made a decision.

"We believe that the acquisition by the investor group represents
an excellent opportunity for the Company's shareholders, and in
addition, we will be actively soliciting other offers to ensure
that value is maximized for all of our shareholders," said Eric
Siegel, Chairman of the Special Committee of the Board of
Directors.

"We are delighted to be able to move forward with this
transaction.  The Company remains fully committed to all of its
current development and expansion plans as scheduled, including
our Phase III expansion on Paradise Island and our joint ventures
in Dubai and Morocco.  Furthermore, our entire team remains
focused on and committed to developing an outstanding proposal in
connection with one of the two casino licenses to be issued by the
Government of Singapore," said Butch Kerzner, Chief Executive
Officer of the Company.  "My father's and my confidence in the
business is reflected by the fact that we will increase our
ownership interest in the Company to about 25% upon the completion
of this transaction.  Throughout this process, it will remain
business as usual for all of our operations and we anticipate that
all employees, including the existing management team, will retain
their current positions after our transaction closes."

The transaction is expected to close in mid-2006 and is subject to
certain terms and conditions customary for transactions of this
type, including the receipt of financing and regulatory approvals.
Deutsche Bank Securities Inc. and Goldman Sachs Credit Partners
have provided commitments to the investor group for the debt
portion of the financing for the transaction.

The transaction also requires approval of the merger agreement by
the Company's shareholders.  The Kerzners and Istithmar, which
together own approximately 24% of the Company's ordinary shares,
have agreed to vote in favor of the transaction.  Upon the
completion of the transaction, Sol Kerzner will remain Chairman of
the Company and will continue to oversee the development and
construction of the Company's projects, and Butch Kerzner will
remain Chief Executive Officer.  The Company will schedule a
special meeting of its shareholders for the purpose of obtaining
shareholder approval.  Upon completion of the transaction, the
Company will become a privately held company and its common stock
will no longer be traded on The New York Stock Exchange.

J.P. Morgan Securities Inc. is serving as financial advisor and
Cravath, Swaine & Moore LLP and Paul, Weiss, Rifkind, Wharton &
Garrison LLP are serving as legal advisors to the Special
Committee of the Company's Board of Directors.  Deutsche Bank AG
and Groton Partners LLC are serving as financial advisors and
Simpson Thacher & Bartlett LLP is serving as legal advisor to the
investor group.

                         About Istithmar

Istithmar PJSC is a major investment house based in the United
Arab Emirates focusing on private equity, real estate and other
alternative investments.  Established in 2003, Istithmar was
created with the key mission of earning exceptional returns for
its investors while maintaining due regard for risk.

Istithmar, which means investment in Arabic, applies global
expertise with local insights to coordinate the appraisal and
implementation of various opportunities.  Istithmar's 'I'
investment philosophy is based around three core principles --
Ideas, Inquiry & Integrity -- sets the foundation for the firm
which has a broad portfolio of highly successful companies in
markets from North America to Europe to Asia to the Middle East.

Established with an initial investment capital pool of $2 billion,
Istithmar has, to date, invested in 30 companies deploying
approximately $1 billion in equity capital.  It currently focuses
its activities in four industry verticals -- Consumer, Financial
Services, Industrial and Real Estate.

                         About Whitehall

The Whitehall Street Real Estate Funds are Goldman, Sachs & Co.'s
primary real estate investment vehicle.  Goldman Sachs manages the
Whitehall Funds and is also Whitehall's largest investor.  Since
1991, Whitehall has invested approximately $16 billion of equity
in real estate and other derivative investments with a gross cost
basis of approximately $50 billion.  Its investments have been
made in 20 countries and include interests in real estate assets,
portfolio companies, non-performing loans, mezzanine loans and
other related products.

                      About Colony Capital

Founded in 1991 by Chairman and Chief Executive Officer Thomas J.
Barrack Jr., Colony is a private, international investment firm
focusing primarily on real estate-related assets and operating
companies.  At the completion of this transaction, Colony will
have invested more than $20 billion in over 8,000 assets through
various corporate, portfolio and complex property transactions.

Colony Capital is headquartered in Los Angeles, with offices in
Beirut, Boston, Hawaii, Hong Kong, London, Madrid, New York,
Paris, Rome, Seoul, Shanghai, Singapore, Taipei, and Tokyo.

                About Providence Equity Partners

Providence Equity Partners Inc. is a global private investment
firm specializing in equity investments in media and
entertainment, communications and information companies around the
world.  The principals of Providence Equity manage funds with over
$9 billion in equity commitments and have invested in more than
80 companies operating in over 20 countries since the firm's
inception in 1990. Providence Equity is headquartered in
Providence, Rhode Island and also has offices in New York and
London.

                   About The Related Companies

The Related Companies, L.P., was founded in 1972 by Chairman and
CEO Stephen M. Ross.  Related is headquartered in New York City.
To date, Related has developed or acquired real estate assets
worth over $10 billion with another $7 billion currently in
development.  A fully integrated privately owned firm with
divisions in development, acquisitions, financial services,
property management, marketing and sales, Related is synonymous
with architectural and service excellence, and has significant
developments, partners and affiliates in Miami, Chicago, Boston,
Los Angeles and San Francisco.  Related's historic development of
the 2.8 million square foot Time Warner Center has transformed
Columbus Circle into one of New York City's premier destinations
and has significantly increased the value of commercial and
residential property in the surrounding neighborhoods.

                    About Kerzner International

Kerzner International Limited -- http://www.kerzner.com/--    
through its subsidiaries, is a leading international developer and
operator of destination resorts, casinos and luxury hotels.  The
Company is also a 37.5% owner of BLB Investors, L.L.C., which owns
Lincoln Park in Rhode Island and pari-mutuel racing facilities in
Colorado.  In the U.K., the Company is currently developing a
casino in Northampton and received a Certificate of Consent from
the U.K. Gaming Board in 2004.  In its luxury resort hotel
business, the Company manages ten resort hotels primarily under
the One&Only brand.  The resorts, featuring some of the top-rated
properties in the world, are located in The Bahamas, Mexico,
Mauritius, the Maldives and Dubai.  An additional One&Only
property is currently in the planning stages in South Africa.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 22, 2006,
Moody's Investors Service placed the ratings on review for
downgrade on Kerzner International Limited's Ba3 Corporate Family
Rating and B2 Guaranteed Senior Subordinate Ratings; and Kerzner
International North America, Inc.'s (P) B2 Guaranteed Senior
Subordinate shelf.

As reported in the Troubled Company Reporter on Mar. 22, 2006,
Standard & Poor's Ratings Services placed its ratings on the
hotels and a casino owner and operator Kerzner International Ltd.,
including its 'BB-' corporate credit rating, on CreditWatch with
negative implications.


KRONOS INT'L: Moody's Puts B2 Rating on New EUR400 Million Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Kronos
International, Inc.'s new EUR400 million senior secured notes due
2013 and affirmed its corporate family rating and stable outlook.
Moody's views the refinancing of KII's existing EUR375 million
senior secured notes in order to reduce interest expense as
favorable and the EUR25 million increase in debt as not material
to the rating.  The rating on the EUR375 million senior secured
notes due 2009 will be withdrawn after they are repaid with the
proceeds of the newly issued notes due 2013.

Assignments:

   Issuer: Kronos International Inc.

   * Senior Secured Regular Bond/Debenture, Assigned B2

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

   Factor 1 - Business Profile: The seven criteria within Factor
      1 generate a score of 1, which maps to a "B" rating.
      Additionally, KII's B1 Corporate Family Rating takes into
      account the uncertainty regarding pending litigation
      against NL Industries, Inc., and possible future claims
      related to potential lead paint liability.

   Factor 2 - Size and Stability: two of the three criteria map
      to the "B" category due to the company's small size and the
      lack of product diversity.

   Factor 3 -- Cost Position: KII benefits from having maintained
      relatively strong financial metrics including EBITDA, even
      in the chemical industry downturn of 2000-2002.

The first two metrics in this factor, EBITDA margin and return on
assets both map to the "A" ratings category.

The B2 rating on the notes reflect their structural subordination
to all indebtedness and liabilities of the company's operating
subsidiaries and the contractual subordination to the company's
$80 million revolving credit facility.  In addition, it is likely
that in a stressed scenario, the security will not be sufficient
to cover the principal amount of the notes.

There is also a concern over any additional indebtedness that KII
might incur in the future to help satisfy any liabilities at NL
related to lead paint litigation, however Moody's notes that KII
is limited by its indenture on the restricted payments that it can
make to its parent.  There is language in the indenture that
allows each holder of the notes to require KII to purchase all or
a portion of the holder's notes at a price of 101% of the
principal amount if there is a change of control to someone other
than a Permitted Holder.  Permitted Holders include Harold
Simmons, his family trusts, trustees of a Simmons Trust, a KII
employee pension plan or fund or persons acting for such plan or
fund.

The stable outlook reflects favorable industry dynamics with
relatively high capacity utilization rates, which could support
higher prices and the expectation for improved growth in Europe,
KII's main market.  If NL Industries Inc., KII indirect parent
company, experiences significant cash settlement costs relating to
lead paint litigation, there would be downward pressure on the
rating.  An upgrade could result if Moody's concerns over NL's
lead paint litigation exposure were to lessen.  However, Moody's
believes that a resolution to this issue in the near-term is
unlikely.

Kronos International, Inc., is a wholly owned subsidiary of Kronos
Worldwide, Inc., headquartered in Dallas, Texas and produces TiO2
pigments in Europe.  For the LTM ended Dec. 31, 2005, the company
reported sales of $851 million.


LAIDLAW INT'L: Earns $38 Mil. of Net Income in 2nd Fiscal Quarter
-----------------------------------------------------------------
Laidlaw International, Inc. (NYSE: LI), disclosed its financial
results for its fiscal second quarter ended February 28, 2006.  
Laidlaw reported net income from continuing operations of
$38 million for its second quarter 2006, as compared to net income
from continuing operations of $21 million for second quarter 2005.

"These results reflect our attention to improvement in all aspects
of our business," said Kevin Benson, President and Chief Executive
Officer of Laidlaw International, Inc.  "We also benefited from
reduced interest costs following last year's debt refinancing."
Mr. Benson added,  "The share buyback program we announced last
quarter is well underway with 1.7 million shares repurchased by
the end of the second quarter."

                     Second Quarter Results

Laidlaw reported consolidated revenue for the second quarter of
$789 million, up 3% from $764 million in the prior year.  The
expansion in revenue is due to Education Service's efforts to
improve school bus contract rates and Greyhound's ticket price
increases.

EBITDA of $122 million was up 6% from the prior year and EBITDA
margin increased as a percentage of revenue as a result of
improved operating profitability at Laidlaw's two largest
segments.  Revenue growth and the focus on operating profitability
at both Education Services and Greyhound contributed to the margin
expansion, more than offsetting fuel price increases.  

                    Shareholder Distributions

During the second quarter, Laidlaw commenced a repurchase
program of up to $200 million of its common stock.  As of
February 28, 2006, the Company had purchased 1.7 million shares at
an average price of $27.16 per share for a total consideration of
$46 million.

Additionally, the Board of Directors declared a dividend payable
of $0.15 per share to the owners of the Company's common stock.
Stockholders of record as of May 3, 2006 will be paid the dividend
on May 26, 2006.

                          Balance Sheet

As of February 28, 2006, the Company had cash and cash equivalents
of $155 million and debt outstanding of $305 million.  Net capital
expenditures for the six-month period were $141 million, as
compared to $53 million for the prior year.

                             Outlook

The Company anticipates fiscal 2006 revenue will increase one to
three percent as compared to 2005.  Fiscal 2006 EBITDA is
projected to range from $440 million to $470 million with the
improvement coming principally from the Greyhound segment.

Net capital expenditures for fiscal 2006 are projected to be
approximately $200 million to $235 million reflecting higher
spending after two years of restraint at Education Services and an
increase in bus lease buy-outs at Greyhound.

Headquartered in Arlington, Texas, Laidlaw, Inc., now known as   
Laidlaw International, Inc. -- http://www.laidlaw.com/-- is             
North America's #1 bus operator.  Laidlaw's school buses transport   
more than 2 million students daily, and its Transit and Tour   
Services division provides daily city transportation through more   
than 200 contracts in the US and Canada.  Laidlaw filed for   
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.   
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP, represents   
the Debtors.  Laidlaw International emerged from bankruptcy on   
June 23, 2003.   

                         *     *     *   

Moody's Investors Service has upgraded the ratings of Laidlaw   
International Inc. senior implied to Ba2 from B1, in June 2005.  
In a related action, Moody's assigned Ba2 ratings to the company's
$300 million Term Loan and $300 million Revolving Credit facility.  
Moody's said the rating outlook is stable.


LIN TV: Incurs $29.7 Million Net Loss in Fourth Quarter
-------------------------------------------------------
LIN TV Corp. (NYSE: TVL) reported its financial results for the
fourth quarter and year ended December 31, 2005.

Net revenues for the fourth quarter of 2005 were $111.5 million
compared to net revenues of $108.1 million in the fourth quarter
of 2004, a 3% increase.  Direct operating and selling, general
and administrative expenses, which exclude depreciation and
amortization of intangible assets, were $61.0 million in the
fourth quarter of 2005 compared to $52.7 million in the fourth
quarter of 2004.  Amortization of program rights increased to
$8.9 million in the fourth quarter of 2005 from $7.2 million in
the fourth quarter of 2004, and depreciation and amortization of
intangible assets increased to $10.3 million in the fourth quarter
of 2005 from $8.8 million in the comparable 2004 period.  
Corporate overhead increased to $6.5 million in the fourth quarter
of 2005 from $5.0 million in the fourth quarter of 2004.  
Operating loss for the fourth quarter of 2005 was $8.6 million
compared to income of $34.4 million for the fourth quarter of
2004.  Operating loss for the fourth quarter of 2005 included a
$33.4 million pre-tax impairment in the carrying value of
goodwill, which was reflected as an operating expense.

Net loss for the fourth quarter of 2005 was $29.7 million compared
to net income of $62.2 million in the fourth quarter of 2004.

Net revenues for the year ended December 31, 2005 increased to
$380.4 million compared to net revenues of $376.7 million in the
comparable period of 2004.  Operating income for the year ended
December 31, 2005 was $42.4 million compared to $101.0 million in
the year ended December 31, 2004.

Net loss for the year ended December 31, 2005 was $26.1 million
compared to 2004 net income of $93.0 million.  Results for the
fourth quarter and full year 2005 were impacted by the acquisition
of seven television stations in 2005.  Net loss for 2005 includes
a $14.4 million pre-tax loss resulting from the extinguishment of
debt, a $33.4 million pre-tax loss related to an impairment in the
carrying value of goodwill and a pre-tax decrease of $10.5 million
in the gain from the Company's derivative instruments compared to
the gain recognized in 2004.  Net income for 2004 reflected a
$3.3 million gain resulting from the cumulative effect of a change
in accounting principle related to the consolidation of the
Company's ownership stake in Banks Broadcasting, Inc., on March
31, 2004 following the adoption of FIN 46(R).  Net income in both
the fourth quarter and the full year 2004 also included a benefit
from income tax of $50.1 million related to the reversal of the
Company's tax valuation allowance.

Capital expenditures were $18.0 million for the year ended
December 31, 2005, compared to $28.8 million for the year ended
December 31, 2004.  The Company received $5.0 million in cash
distributions from equity investments for the year ended
December 31, 2005, compared to $7.9 million for the year ended
December 31, 2004.

The Company adopted SFAS 123(R), "Share-Based Payment" in the
fourth quarter of 2005.  Stock-based compensation for the quarters
ended December 31, 2005 and 2004 were $1.9 million and $28,000,
respectively, and for the years ended December 31, 2005 and 2004,
were $3.8 million and $0.4 million, respectively.

Gary Chapman, LIN TV's Chairman, President and Chief Executive
Officer, said "We are pleased to have grown fourth quarter
revenues despite a difficult comparison to last year's quarter,
which included a significant amount of political revenue.  The
increase in revenues was driven principally by the acquisition of
the UPN affiliated stations in Indianapolis and Columbus we
acquired in March, as well as by the five stations we acquired
from Emmis Communications in November.  We are focused on
improving our entire station group's operating performance in 2006
and expect demand for political and Olympic advertising will
provide a catalyst for increased revenues in 2006."

                          Balance Sheet

Total debt outstanding on December 31, 2005, was $981.7 million
and cash and cash equivalent balances were $11.1 million.  The
Company's net consolidated leverage as defined in its credit
facility was approximately 7.1x as of December 31, 2005.

                            Guidance

Based on current pacings, LIN TV expects that first quarter
revenue will increase 24% to 26% compared to net revenue of $78.8
million for the first quarter of 2005.  Excluding the 2005
acquisitions, the Company expects same station revenue to increase
in the low single digits from the first quarter of the prior year.
Expense guidance for the full year 2006 is as follows:

                          About LIN TV

LIN TV Corp. -- http://lintv.com/-- owns and operates 30 T.V. in  
18 mid-sized markets in the U.S. and Puerto Rico.

LIN TV owns approximately 20% of KXAS-TV in Dallas, Texas and
KNSD-TV in San Diego, California through a joint venture with NBC,
and is a 50% non-voting investor in Banks Broadcasting, Inc.,
which owns KWCV-TV in Wichita, Kansas and KNIN-TV in Boise, Idaho.
LIN TV also is a one-third owner of WAND-TV, the ABC affiliate in
Decatur, Illinois, which it manages pursuant to a management
services agreement.

                         *     *     *

Standard & Poor's Ratings Services lowered its ratings on LIN TV
Corp., including lowering its long-term corporate credit rating to
'B+' from 'BB-' in August 2005.  S&P said the outlook is stable.

Moody's Investors Service put Ba2 corporate family rating on LIN
TV.  Moody's also placed B1 ratings on the Company's senior
secured bank credit facility and senior subordinated debts.


LONDON FOG: Hires Belding Harris as Bankruptcy Counsel
------------------------------------------------------
London Fog Group, Inc., and its debtor-affiliates sought and
obtained permission from the U.S. Bankruptcy Court for the
District of Nevada to employ Belding, Harris & Petroni, Ltd. as
their bankruptcy counsel.

Belding Harris is expected to:

   a. examine and prepare records and reports as required by the
      Bankruptcy Code, Federal Rules of Bankruptcy Procedure and
      Local Bankruptcy Rules;

   b. prepare applications and proposed orders to be submitted to
      the Court;

   c. identify and prosecute claims and causes of action
      assertable by the Debtors on behalf of the estate;

   d. examine proofs of claim anticipated to be filed and the
      possible prosecution of objections to certain claims;

   e. advise the Debtors and prepare documents in connection with
      the contemplated ongoing operation of the Debtors'
      business;

   f. assist and advise the Debtors in performing other official
      functions as set forth in Section 521, of the Bankruptcy
      Code; and

   g. advise and prepare a Plan of Reorganization, Disclosure
      Statement, related documents, and confirmation of the Plan.

Stephen R. Harris, Esq., a member at Belding Harris, tells the
Court that the Firm's professionals bill:

      Professional                 Designation   Hourly Rate
      ------------                 -----------   -----------
      Stephen R. Harris, Esq.      Attorney         $350
      Chris D. Nichols, Esq.       Attorney         $275
      Gloria M. Petroni, Esq.      Attorney         $300
      Stephen C. Moss, Esq.        Attorney         $275
      Paraprofessional Services                  $30 - $125

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

Headquartered in Seattle, Washington, London Fog Group, Inc. --
http://londonfog.com/-- designs and retails the latest styles in  
jackets and other professional apparel.  The company and six of
its affiliates filed for chapter 11 protection on March 20, 2006
(Bankr. D. Nev. Case No. 06-50146).  Stephen R. Harris, Esq., at
Belding, Harris & Petroni, Ltd., represents the Debtors in their
restructuring efforts.  Avalon Group, Ltd., serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they estimated that their assets and debts
totaled $50 million to $100 million.


LYONDELL CHEMICAL: Mulls Sale of Lyondell-Citgo Houston Refinery
----------------------------------------------------------------
Lyondell Chemical Company (NYSE: LYO) and CITGO Petroleum
Corporation signed a letter of intent to jointly explore the sale
of the Lyondell-CITGO Refining LP partnership, which operates a
refinery in Houston, Texas, with a crude oil processing capacity
of 268,000 barrels per day.

                      Litigation Settlement

The companies also reported the settlement of all disputes between
Lyondell, CITGO and Petroleos de Venezuela, S.A., including the
litigation concerning the refinery crude supply agreement.  The
cash settlement amount was not disclosed.

The demand for refined products in the United States and the lack
of available refining capacity has further enhanced the value of
full-conversion refineries such as LCR.  The Houston refinery has
the ability to transform very heavy high-sulfur crude oil into
clean fuels including reformulated gasoline and low-sulfur diesel,
as well as other high-value products such as jet fuel and
aromatics.  The refinery is strategically located on the U.S. Gulf
Coast with access to interstate pipelines and the Port of Houston.

The companies will move diligently and expeditiously to prepare an
offering memorandum and establish a data room for interested
bidders.  Any sale would be subject to the approval of appropriate
governing bodies.

Lyondell-Citgo Refining LP was formed in 1993 as a joint venture
between Lyondell Chemical Company and CITGO Petroleum Corporation,
an indirect wholly owned subsidiary of Petroleos de Venezuela,
S.A., the national oil company of the Bolivarian Republic of
Venezuela.  In 1997, LCR completed an upgrade of the refinery to
process large volumes of very heavy, high sulfur crude oil from
Venezuela.  Lyondell holds a 58.75% interest in LCR and CITGO
holds a 41.25% interest.

                      About CITGO Petroleum

Headquartered in Houston, Texas, CITGO Petroleum Corporation --
http://www.citgo.com/-- is a refiner, transporter and marketer of  
transportation fuels, lubricants, petrochemicals, refined waxes,
asphalt and other industrial products.  The company is owned by
PDV America, Inc., an indirect wholly owned subsidiary of
Petroleos de Venezuela, S.A., the national oil company of the
Bolivarian Republic 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.

                     About Lyondell Chemical

Headquartered in Houston, Texas, Lyondell Chemical Company --
http://www.lyondell.com/-- is North America's third-largest  
independent, publicly traded chemical company.  Lyondell is a
major global manufacturer of basic chemicals and derivatives
including ethylene, propylene, titanium dioxide, styrene,
polyethylene, propylene oxide and acetyls.  Lyondell employs
approximately 10,000 people worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 7, 2006,
Fitch Ratings has upgraded these ratings for Lyondell Chemical
Company:

     -- Issuer default rating to 'BB-' from 'B';

     -- Senior secured credit facility to 'BB+' from 'BB/RR1';

     -- Senior secured notes and debentures to 'BB+' from
        'BB-/RR2'; and

     -- Subordinated notes to 'B+' from 'B/RR4'.

For Lyondell, approximately $2.9 billion of debt is covered.  The
Rating Outlook for Lyondell was revised to Stable from Positive.


MAGRUDER COLOR: Wants Environmental Waste Management as Consultant
------------------------------------------------------------------
Magruder Color Company, Inc., nka Maggyco Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the District of New
Jersey for permission to employ Environmental Waste Management
Associates, LLC as their environmental consultants.

Environmental Waste will:

    (1) assist the Debtors in determining a fixed-price for
        cleanup of the Debtors' real estate and planning for
        completing any necessary remediation;

    (2) conduct further subsurface investigation at the Debtors'
        facilities;

    (3) prepare Preliminary Assessment Reports; preliminary site
        inspection, review environmental database records, review
        historical records and attempt to search for any other
        readily available information that may be required under
        the Industrial Site Recovery Act by the New Jersey
        Department of Environmental Protection;

    (4) obtain and review available historical fire insurance maps
        as an aid in identifying potential areas of environmental
        concern at the Debtors' facilities;

    (5) perform site inspection and private utility markout of the
        Debtors' facilities to identify and unmarked utilities;

    (6) investigate and delineate subsurface soil and ground water
        conditions, coordinate and oversee installation of corings
        in the concrete floors of any buildings in which borings
        will be installed; and

    (7) analyze soil and ground water for appropriate parameters,
        based upon known or suspected materials usage in the areas
        of the Debtors; facilities.

Christopher W. Richter, a technical director of Environmental
Waste, tells the Court that the Firm will bill:

    * $15,000 for the preparation of the four preliminary  
      assessment reports;

    * $68,000 for the remedial investigation proposed to determine
      the fixed price for cleanup; and

    * $12,000 for drilling, sampling and analysis to complete the
      remedial investigation activities.

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

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic       
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.
05-28342).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represent the Debtors in their restructuring efforts.  When the
Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MARINO AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------

Debtor: Marino Automotive Group LLC
        dba Freeway Mitsubishi
        dba Duarte Mitsubishi
        1125 Central Avenue
        Duarte, California 91010
        Tel: (626) 301-4181

Bankruptcy Case No.: 06-11330

Type of Business: The Debtor is a dealer and provider of
                  Mitsubishi cars, trucks, and SUVs.
                  See http://www.duartemitsubishi.com/

Chapter 11 Petition Date: April 7, 2006

Court: Central District Of California (Los Angeles)

Judge: Richard M. Neiter

Debtor's Counsel: Susan K. Seflin, Esq.
                  Levene Neale Bender Rankin & Brill LLP
                  10250 Constellation Boulevard, Suite 1700
                  Los Angeles, California 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Taxes                 $266,648
SPF - Insolvency
300 North Los Angeles Street
#4062 Stop
Los Angeles, CA 90012

Creative Realty Partners         Trade Debt            $162,000
301 North Lake Avenue, Suite 910
Pasadena, CA 91101

State Board of Equalization      Sales Tax             $121,000
P.O. Box 942879
Sacramento, CA 94279

Mitsubishi Motor Sales           Rent                   $89,313
Of America

WF Business Payment Processing   Wells Fargo            $24,959
                                 Credit Card

Employment Development           Taxes                  $22,822
Department

Charter Media                    Advertising            $21,250

Federated Insurance              Trade Debt             $20,043

Carsdirect.com                   Advertising            $13,552

Berliner & Company               Accounting             $11,987

Trader Publishing Co.            Advertising            $11,358

RJ Channels, Inc.                Accounting Services    $10,293

Horizon Law Group LLP            Trade Debt              $8,250

Univision Radio L.A., Inc.       Advertising             $7,400

Modern Consumer LLC              Trade Debt              $6,165

Ionics Ultrapure Water           Trade Debt              $6,021

Aramark Uniform Service          Trade Debt              $5,635

Neleven, LLC                     Trade Debt              $5,430

Who's Calling                    Trade Debt              $4,249

Pennysaver                       Advertising             $4,050


MEDIACOM BROADBAND: Moody's Holds Ba3 Rating on Amended Term Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
amended term loan of Mediacom LLC and affirmed the Ba3 rating on
the amended senior secured term loans of Mediacom Broadband LLC.
LLC and Broadband are wholly owned subsidiaries of Mediacom
Communications Corporation.  The proposed transaction provides
incremental financing capacity to repay Mediacom's $172.5 million
of 5.25% convertible notes maturing July 2006, extends maturities
of existing term loans, and slightly increases bank capacity.  As
such, it represents a modest improvement in Mediacom's liquidity,
although Mediacom's overall cost of debt will rise slightly
following the expected repayment of the 5.25% convertible notes.
The proposed transaction would increase LLC's existing senior
secured term loan B to $650 million from $500 million, as well as
providing Broadband with capacity for an incremental $250 million
term.  Moody's expects Mediacom to apply proceeds from the
increased term loans to repayment of existing borrowings under its
revolving credit facilities and the maturing convertibles, and it
should not result in a material increase in overall debt.

Moody's also affirmed Mediacom's B1 corporate family rating and
all other ratings. These ratings reflect high financial risk, as
well as Mediacom's slower rollout of new products and weaker
operating performance relative to peers.  The high loan-to-value
coverage inherent in its incumbent cable assets, strong liquidity,
management's commitment to improving the credit profile, and the
potential for incremental revenue and cash flow growth over the
long term as penetration of advanced services increases, however,
support the ratings.

Rating actions:

   Issuer: Mediacom LLC

      * Ba3 Secured Bank Rating Assigned
      * B3 Rating on Senior Notes Affirmed

   Issuer: Mediacom Broadband

      * Ba3 Secured Bank Rating Affirmed
      * B2 Rating on Senior Notes Affirmed

   Issuer: Mediacom Communications

      * B1 Corporate Family Rating Affirmed
      * Caa1 Rating on Convertible Senior Notes Affirmed
      * SGL-2 Speculative Grade Liquidity Rating Affirmed

The stable outlook reflects Moody's expectation that subscriber
losses and margin erosion will moderate, and that the company will
refrain from any re-leveraging initiatives prior to a meaningful
reduction in debt.  The strength of the company's liquidity
profile will continue to be an important consideration in both the
company's ratings and outlook.  A positive outlook or upgrade is
highly unlikely over the next 12-to-18 months given the magnitude
of de-leveraging required to support higher ratings.  Leverage
approaching 8 times debt-to-EBITDA would likely pressure the
rating down.  Failure to stabilize erosion of basic subscribers
and customer relationships, particularly given the near completion
of the majority of DBS local TV signal rollouts, could also result
in a negative outlook or downgrade.

The Ba3 senior secured ratings on the bank facilities reflect the
effective and structural seniority of this debt to all the
unsecured debt of the company, even though the bank lenders have a
security interest in stock only, not the company's assets.  This
senior-most debt class, which comprises slightly over 50% of total
debt, also benefits from a still fairly large layer of junior
capital beneath, notwithstanding a potential modest decline in
this cushion due to the maturity of convertible notes at the
ultimate parent within the year.

The B2 and B3 senior unsecured ratings for the intermediate
holding company notes of Broadband and LLC, respectively, reflect
their structural and effective subordination to the large
subsidiary bank credit facilities and all other claims at the
subsidiary level.  The lower rating for the LLC notes primarily
reflects its lower quality assets relative to Broadband, as well
as the higher leverage at the LLC subsidiary, even though Moody's
recognizes Mediacom can shift capital between the entities, with
some limitations.  Notwithstanding the perceived higher quality of
the Broadband assets, however, the repayment of the convertible
notes could pressure the B2 rating on the Broadband notes down,
given the reduction in junior capital and increase in bank debt.

Mediacom Communications Corporation is a domestic multiple system
cable operator serving approximately 1.4 million subscribers in a
wide variety of small markets.  The company maintains its
headquarters in Middletown, New York.  The company's corporate
family rating is B1 and the rating outlook is stable.


MEDIACOM COMM: Moody's Holds Junk Rating on Convertible Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
amended term loan of Mediacom LLC and affirmed the Ba3 rating on
the amended senior secured term loans of Mediacom Broadband LLC.
LLC and Broadband are wholly owned subsidiaries of Mediacom
Communications Corporation.  The proposed transaction provides
incremental financing capacity to repay Mediacom's $172.5 million
of 5.25% convertible notes maturing July 2006, extends maturities
of existing term loans, and slightly increases bank capacity.  As
such, it represents a modest improvement in Mediacom's liquidity,
although Mediacom's overall cost of debt will rise slightly
following the expected repayment of the 5.25% convertible notes.
The proposed transaction would increase LLC's existing senior
secured term loan B to $650 million from $500 million, as well as
providing Broadband with capacity for an incremental $250 million
term.  Moody's expects Mediacom to apply proceeds from the
increased term loans to repayment of existing borrowings under its
revolving credit facilities and the maturing convertibles, and it
should not result in a material increase in overall debt.

Moody's also affirmed Mediacom's B1 corporate family rating and
all other ratings. These ratings reflect high financial risk, as
well as Mediacom's slower rollout of new products and weaker
operating performance relative to peers.  The high loan-to-value
coverage inherent in its incumbent cable assets, strong liquidity,
management's commitment to improving the credit profile, and the
potential for incremental revenue and cash flow growth over the
long term as penetration of advanced services increases, however,
support the ratings.

Rating actions:

   Issuer: Mediacom LLC

      * Ba3 Secured Bank Rating Assigned
      * B3 Rating on Senior Notes Affirmed

   Issuer: Mediacom Broadband

      * Ba3 Secured Bank Rating Affirmed
      * B2 Rating on Senior Notes Affirmed

   Issuer: Mediacom Communications

      * B1 Corporate Family Rating Affirmed
      * Caa1 Rating on Convertible Senior Notes Affirmed
      * SGL-2 Speculative Grade Liquidity Rating Affirmed

The stable outlook reflects Moody's expectation that subscriber
losses and margin erosion will moderate, and that the company will
refrain from any re-leveraging initiatives prior to a meaningful
reduction in debt.  The strength of the company's liquidity
profile will continue to be an important consideration in both the
company's ratings and outlook.  A positive outlook or upgrade is
highly unlikely over the next 12-to-18 months given the magnitude
of de-leveraging required to support higher ratings.  Leverage
approaching 8 times debt-to-EBITDA would likely pressure the
rating down.  Failure to stabilize erosion of basic subscribers
and customer relationships, particularly given the near completion
of the majority of DBS local TV signal rollouts, could also result
in a negative outlook or downgrade.

The Ba3 senior secured ratings on the bank facilities reflect the
effective and structural seniority of this debt to all the
unsecured debt of the company, even though the bank lenders have a
security interest in stock only, not the company's assets.  This
senior-most debt class, which comprises slightly over 50% of total
debt, also benefits from a still fairly large layer of junior
capital beneath, notwithstanding a potential modest decline in
this cushion due to the maturity of convertible notes at the
ultimate parent within the year.

The B2 and B3 senior unsecured ratings for the intermediate
holding company notes of Broadband and LLC, respectively, reflect
their structural and effective subordination to the large
subsidiary bank credit facilities and all other claims at the
subsidiary level.  The lower rating for the LLC notes primarily
reflects its lower quality assets relative to Broadband, as well
as the higher leverage at the LLC subsidiary, even though Moody's
recognizes Mediacom can shift capital between the entities, with
some limitations.  Notwithstanding the perceived higher quality of
the Broadband assets, however, the repayment of the convertible
notes could pressure the B2 rating on the Broadband notes down,
given the reduction in junior capital and increase in bank debt.

Mediacom Communications Corporation is a domestic multiple system
cable operator serving approximately 1.4 million subscribers in a
wide variety of small markets.  The company maintains its
headquarters in Middletown, New York.  The company's corporate
family rating is B1 and the rating outlook is stable.


MEDIACOM LLC: Moody's Rates Proposed Amended Term Loan at Ba3
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
amended term loan of Mediacom LLC and affirmed the Ba3 rating on
the amended senior secured term loans of Mediacom Broadband LLC.
LLC and Broadband are wholly owned subsidiaries of Mediacom
Communications Corporation.  The proposed transaction provides
incremental financing capacity to repay Mediacom's $172.5 million
of 5.25% convertible notes maturing July 2006, extends maturities
of existing term loans, and slightly increases bank capacity.  As
such, it represents a modest improvement in Mediacom's liquidity,
although Mediacom's overall cost of debt will rise slightly
following the expected repayment of the 5.25% convertible notes.
The proposed transaction would increase LLC's existing senior
secured term loan B to $650 million from $500 million, as well as
providing Broadband with capacity for an incremental $250 million
term.  Moody's expects Mediacom to apply proceeds from the
increased term loans to repayment of existing borrowings under its
revolving credit facilities and the maturing convertibles, and it
should not result in a material increase in overall debt.

Moody's also affirmed Mediacom's B1 corporate family rating and
all other ratings. These ratings reflect high financial risk, as
well as Mediacom's slower rollout of new products and weaker
operating performance relative to peers.  The high loan-to-value
coverage inherent in its incumbent cable assets, strong liquidity,
management's commitment to improving the credit profile, and the
potential for incremental revenue and cash flow growth over the
long term as penetration of advanced services increases, however,
support the ratings.

Rating actions:

   Issuer: Mediacom LLC

      * Ba3 Secured Bank Rating Assigned
      * B3 Rating on Senior Notes Affirmed

   Issuer: Mediacom Broadband

      * Ba3 Secured Bank Rating Affirmed
      * B2 Rating on Senior Notes Affirmed

   Issuer: Mediacom Communications

      * B1 Corporate Family Rating Affirmed
      * Caa1 Rating on Convertible Senior Notes Affirmed
      * SGL-2 Speculative Grade Liquidity Rating Affirmed

The stable outlook reflects Moody's expectation that subscriber
losses and margin erosion will moderate, and that the company will
refrain from any re-leveraging initiatives prior to a meaningful
reduction in debt.  The strength of the company's liquidity
profile will continue to be an important consideration in both the
company's ratings and outlook.  A positive outlook or upgrade is
highly unlikely over the next 12-to-18 months given the magnitude
of de-leveraging required to support higher ratings.  Leverage
approaching 8 times debt-to-EBITDA would likely pressure the
rating down.  Failure to stabilize erosion of basic subscribers
and customer relationships, particularly given the near completion
of the majority of DBS local TV signal rollouts, could also result
in a negative outlook or downgrade.

The Ba3 senior secured ratings on the bank facilities reflect the
effective and structural seniority of this debt to all the
unsecured debt of the company, even though the bank lenders have a
security interest in stock only, not the company's assets.  This
senior-most debt class, which comprises slightly over 50% of total
debt, also benefits from a still fairly large layer of junior
capital beneath, notwithstanding a potential modest decline in
this cushion due to the maturity of convertible notes at the
ultimate parent within the year.

The B2 and B3 senior unsecured ratings for the intermediate
holding company notes of Broadband and LLC, respectively, reflect
their structural and effective subordination to the large
subsidiary bank credit facilities and all other claims at the
subsidiary level.  The lower rating for the LLC notes primarily
reflects its lower quality assets relative to Broadband, as well
as the higher leverage at the LLC subsidiary, even though Moody's
recognizes Mediacom can shift capital between the entities, with
some limitations.  Notwithstanding the perceived higher quality of
the Broadband assets, however, the repayment of the convertible
notes could pressure the B2 rating on the Broadband notes down,
given the reduction in junior capital and increase in bank debt.

Mediacom Communications Corporation is a domestic multiple system
cable operator serving approximately 1.4 million subscribers in a
wide variety of small markets.  The company maintains its
headquarters in Middletown, New York.  The company's corporate
family rating is B1 and the rating outlook is stable.


METROFINANCIERA: Fitch Assigns D Individual Rating
--------------------------------------------------
Fitch Ratings assigned these ratings to Metrofinanciera,
a Mexican mortgage lender:

     -- Foreign Currency Long-term Issuer Default Ratings 'BB-'
     -- Foreign Currency Short-term IDR 'B'
     -- Local Currency Long-term IDR 'BB-'
     -- Local Currency Short-term IDR 'B'
     -- Individual Rating 'D'
     -- Support Rating '5'

The Rating Outlook is Stable.

Fitch expects to assign a 'B' rating to an upcoming issuance of
US$100 million subordinated perpetual non-cumulative securities.
The expected rating on the issue reflects the fact that securities
will be ranked junior to unsubordinated debtors, which comprise
the vast majority of total liabilities (funding from government
entities, bank facilities and domestic commercial paper).  This
rating will be made final upon receipt of conclusive documents
confirming information already received.

Metrofinanciera's ratings reflect its adequate asset quality and
strong profitability but also consider its:

   * tight capitalization,
   * low liquidity,
   * systemic risks, and
   * high loan concentration.

Similar to its peers, pressures on:

   * profitability,
   * asset quality, and
   * capitalization

are slightly increasing.

The company's profitability has remained strong, owing to:

   * a rapidly expanding asset base,
   * tight non-interest cost control, and
   * historically low provisioning;

but also challenged by:

   * narrowing margins,
   * branch expansion,
   * growing loan loss provision, and
   * the increasingly competitive environment.

The on-balance nonperforming loan ratio increased to 3.0% of total
loans at year-end 2005 from 1.4% at year-end 2004 (reserve
coverage declined to 90% from 100%).  Construction loans account
for 60% of its loan portfolio and the balance is comprised of
mortgages.  Loan concentrations are high, albeit improving.  

Since mortgage lenders like Metrofinanciera are not allowed to
receive deposits, the company has successfully accessed local and
international debt capital markets to obtain on-balance sheet
funding and securitize a large portion of loans in order to
support growth.  Common to its peers, Metrofinanciera's capital is
tight.  At year-end 2005, the equity-to-assets ratio stood at
7.2%, although it has been improving recently.  Despite strong
internal capital generation and recurring securitizations, capital
remains constrained due to rapid asset growth.

Metrofinanciera is a Sociedad Financiera de Objeto Limitado
(SOFOL, a mortgage non-bank bank) founded in 1996.  At year-end
2005, it was the fourth largest SOFOL in terms of loans, with a
market share of 8.3%.  The SOFOLES were created, as a result of
NAFTA, to allow financial intermediaries (such as non-bank bank
institutions) to begin operating in Mexico and spur greater
competition and specialization in the financial sector.  After
Mexican banks were privatized during the 1990s, they curtailed
lending to the lower income housing market.  Moreover, given the
effects of the 1995 Tequila Crisis on banks, SOFOLES concentrated
most of home financing over the following decade, while banks
basically resumed mortgage lending last year.


MILLS CORP: Looks to Goldman & JPMorgan for Help in Restructuring
-----------------------------------------------------------------
The Mills Corporation (NYSE:MLS) reported a series of changes to:

   * enhance organizational efficiency,
   * strengthen the finance and accounting team and
   * reduce the cost of ongoing operations.

Among other things, the measures are intended to facilitate the
Company's proactive exploration of strategic alternatives.

   a) Richard J. Nadeau has been appointed executive vice
      president for finance and accounting and is expected to
      transition to the chief financial officer position.  He will
      strengthen the Company's financial reporting team and assist
      in the previously disclosed restatement process and the
      consideration of strategic alternatives.  He will continue
      to work with the Company's current Chief Financial Officer
      M.J. Morrow and her team.  A 30-year accounting and auditing
      veteran, Mr. Nadeau formerly was chief financial officer for
      Colt Defense LLC in Hartford, Connecticut, and before that,
      an audit partner at KPMG and Arthur Andersen.  Mr. Nadeau
      has broad REIT and real estate industry experience.

   b) The Company has reorganized its corporate structure and made
      key staffing changes.  Leasing, development, marketing and
      external communications now report directly to new Chief
      Operating Officer Mark S. Ordan.

   c) The recently established Oversight Committee of the board of
      directors is working closely with management and the board's
      Executive Committee in various areas, including operational,
      governance, personnel and budget matters.

   d) The Company has implemented a further reduction in force of
      approximately 70 people, bringing the total headcount
      reduction made in the last 90 days to approximately 160
      people.  Additional positions have been eliminated through
      attrition. The total workforce reductions and attrition are
      expected to result in an annual run-rate cost savings of
      approximately $35 million.  These anticipated savings are
      expected to be offset in 2006 by non-recurring charges,
      including severance and costs associated with the Company's
      pending restatement of its financial statements and related
      matters.  The Company believes its workforce now is
      appropriate for the size of its operations and development
      pipeline.

   e) The reduction in force included James F. Dausch, who is
      leaving as president of the Company's development division
      effective May 2, 2006.  Mr. Dausch is expected to continue
      to serve with the Company in a consulting role, working on
      state and local issues in New Jersey regarding our largest
      project, Meadowlands Xanadu.  Mr. Dausch will directly
      advise the Meadowlands head of development, Dan Haggarty,
      and senior management.  Mike Bryant, a development industry
      veteran, will be overseeing the development division of the
      company.  Mr. Bryant has been a consultant for The Mills and
      for many years was a senior-level executive with The Rouse
      Company, where he had responsibility for a nationwide
      portfolio of developments.

   f) The Company is aggressively pursuing the exploration of
      strategic options to enhance shareholder value, which may
      include a sale of all or part of the Company or a
      recapitalization. President Mark D. Ettenger is leading the
      Company's strategic alternatives initiative along with his
      other responsibilities.

Goldman, Sachs & Co. and J.P. Morgan Securities are assisting the
Company with this process.

"Today's announcements signal our commitment to strengthen the
Company and enhance shareholder value," commented Laurence C.
Siegel, chairman of the board and chief executive officer.  "We
welcome Rick Nadeau and his tremendous skill set and experience,
and are pleased that Jim Dausch will continue to help us advance
the important Meadowlands Xanadu project."

"These changes are designed to help ensure that we continue to
build value in our core operating properties and development and
redevelopment opportunities and that we prudently manage our
resources and spending," added Mr. Siegel.

                   About The Mills Corporation

Headquartered in Arlington, Virginia, The Mills Corporation --
http://www.themills.com/-- is a developer, owner and manager of a    
diversified global portfolio of retail destinations including
regional shopping malls, market dominant retail and entertainment
centers, and international retail and leisure destinations.  It
currently owns 42 properties in the U.S., Canada and Europe,
totaling 51 million square feet. In addition, The Mills has
various projects in development, redevelopment or under
construction around the world.  Its portfolio of real estate
properties generated more than $8.7 billion in retail sales in
2004.  The Mills is traded on the New York Stock Exchange under
the MLS ticker.

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
The Mills Corporation disclosed that the Securities and Exchange
Commission has commenced a formal investigation.

The SEC initiated an informal inquiry in January after the Company
announced the restatement of its prior period financials.

Mills is restating its financial results from 2000 through 2004
and its unaudited quarterly results for 2005 to correct accounting
errors related primarily to certain investments by a wholly-owned
taxable REIT subsidiary, Mills Enterprises, Inc., and changes in
the accrual of the compensation expense related to its Long-Term
Incentive Plan.

                   Asking Lenders for Waivers

As previously reported, under the terms of its revolving credit
facility, Mills Corp. is Required to complete the restatement of
its financial statements by Apr. 1, 2006.  The Company is seeking
an extension from the lenders under that facility of the time for
completing the restated financial statements and issuing its 2005
audited financial statements.  At the same time, the Company will
seek a waiver of any covenant defaults that may exist, in order to
obtain borrowing capacity under its credit facility.


MODTECH HOLDINGS: Secures $25 Mil. Financing from Bank of America
-----------------------------------------------------------------
Modtech Holdings, Inc. (Nasdaq:MODT) secured a $25 million
revolving credit facility with Bank of America Business Capital to
refinance existing debt and for ongoing working capital needs.

"This new financing arrangement represents a milestone in the
Company's turnaround strategy and will allow us to reduce annual
interest expense while having greater access to, and flexibility
in utilizing, the fundsm," Modtech Holdings Chief Executive David
Buckley commented.  The previous facility, in addition to higher
interest costs, involved relatively restrictive covenants, which
also led to additional expenses during the last thirteen months."

"However, substantial improvement in sales and stronger underlying
financial performance during that time have enabled us to
negotiate better terms and establish a financial relationship with
a more traditional lender," Mr. Buckley continued.  "In addition,
the financial and operating benefits of this new credit facility
are expected to contribute to further business growth and
improving financial results, both of which are anticipated in
2006."

                            Default

The Term Loan balance totals $12.9 million, and the revolving
Credit Loan balance totals $4.8 million as of Dec. 31, 2005 and
the entire balance has been classified as current as the Company
was in default of certain financial covenants.  The Company did
not seek waivers for this default due to the replacement of the
Credit Facility with a new credit facility on April 4, 2006.

A full-text copy of the loan and security agreement is available
at no charge at http://ResearchArchives.com/t/s?7a5

                  About Modtech Holdings, Inc.

Headquartered in Perris, California, Modtech(TM) Holdings, Inc. --
http://www.modtech.com/-- is a leading national designer and  
manufacturer of modular buildings, both permanent and relocatable.
In the school industry, the Company has advanced typical modular
building technology to greater dimensions of flexibility and
architectural integrity.  Modtech(TM) has substantial product and
geographic diversification throughout the southwestern states and
a growing presence in Florida and Texas.  Modtech's commercial and
industrial buildings are sold to a diverse end-user market and may
be leased through national, regional, and local dealers.  The
Company also designs and manufactures modular buildings to
customer specifications for a wide variety of uses.


MSC-MEDICAL: S&P Downgrades Rating to B- With Negative Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Jacksonville, Florida-based workers' compensation-related
ancillary products and services provider MSC - Medical Services
Company, the operating subsidiary of holding company MCP-MSC
Acquisition Inc.  The corporate credit rating was lowered to 'B-'
from 'B'.  The outlook is negative.
      
"The downgrade reflects our concerns about the company's ability
to maintain its current base business and its substantially
weaker-than-expected operating performance during 2005, which has
resulted in weaker credit metrics than previously envisioned and
little cushion under the company's tight financial covenants,"
said Standard & Poor's credit analyst Alain Pelanne.
     
The ratings continue to reflect:

   * MSC's below-anticipated operating performance;

   * narrow business focus;

   * potential competition for its pharmacy benefits manager (PBM)
     business;

   * relatively low barriers to entry for its services;

   * reliance on its large workers' compensation insurance
     clients;

   * potential pricing pressure; and

   * its significant debt burden.

These concerns are only partially mitigated by:

   * MSC's near-leading position in its industry; and

   * the trend by insurance carriers and others to outsource the
     company's services.
     
MSC is the second-largest procurement provider of ancillary health
care products and services to workers' compensation payors in the
U.S.  The company's customers include:

   * insurance carriers,
   * self-insured third-party administrators, and
   * those customers covered under state funds.

MSC provides PBM services (approximately 53% of revenues) and
coordinates and negotiates for the delivery of:

   * medical devices,
   * orthotics and prosthetics,
   * durable medical equipment, and
   * medical supplies.

The company uses more than 7,000 vendors and provides more than
20,000 health care products and services.


MUSICLAND HOLDING: Has Until Aug. 10 to File Lease Decision Motion
------------------------------------------------------------------
As previously reported, Judge Stuart M. Bernstein of the U.S.
Bankruptcy Court for the Southern District of New York authorized
Musicland Holding Corp. and its debtor-affiliates to sell
substantially all of their assets to Trans World Entertainment
Corporation pursuant to an Asset Purchase Agreement.  Any and all
objections not withdrawn, waived, settled or otherwise resolved
are overruled.

The Court also authorizes the Debtors to enter into an Agency
Agreement with their GOB Agent.

The Court permits the Debtors to hold in escrow, pursuant to an
arrangement to be agreed in writing by the Secured Trade
Committee, the Official Committee of Unsecured Creditors and the
Debtors, the balance of the cash portion of the Purchase Price and
to not pay any prepetition debt or adequate protection claim
related to it.

Judge Bernstein clarifies and confirms that the Excluded Assets
are:

   (a) the insurance program or other agreements related to the
       Debtors' previous insurance coverage by American Insurance
       Company and the claim administration services provided by
       ESIS, Inc.;

   (b) any agreements related to ACE's or ESIS' administration
       of claims made against the Debtors;

   (c) any collateral posted pursuant to the High Deductible
       Agreements;

   (d) any third party administration service agreements relating
       to claims against the Debtors that require them to pre-
       fund loss and expense payments; and

   (e) funds provided pursuant to those third party Service
       Agreements.

The Debtors will not transfer to TWEC any asset, equipment or
software it leases or licenses from Advanced Communication
Design, Inc.  The Debtors will return to ACD all of its equipment,
software and proprietary data.

Pursuant to Section 365(d)(4) of the Bankruptcy Code, the Court
extends the time within which the Debtors must file a motion to
assume and assign or reject their unexpired non-residential
property leases through and including August 10, 2006.

The Court authorizes the Debtors to sell, transfer and convey the
TWEC Store Lease Rights to TWEC pursuant to the APA.  TWEC will
have until August 10, 2006, to direct the Debtors to assume and
assign any TWEC Store Lease to it or its affiliates.

Judge Bernstein rules that from the first proceeds of the
Debtors' sale of substantially all of their assets, $416,000 will
be placed in a segregated account to be held by the Debtors:

   Claimant                                           Amount
   -------                                            ------
   Local Tax Authorities, represented by             $275,000
   Linebarger, Goggan, Blair & Sampson, LLP

   Texas Ad Valorem Tax Authorities represented        65,000
   by McCreary, Veselka, Brag & Allen, PC

   Texas Ad Valorem Tax Authorities represented         4,000
   by the Law Offices of Robert Luna

   Texas Ad Valorem Tax Authorities represented        72,000
   by Perdue, Brandon, Fielder, Collins & Mott, LLP

A full-text copy of the 26-page TWEC Sale Order is available for
free at http://bankrupt.com/misc/MusiclandTWECOrder.pdf

The Court also approved certain procedures to be applied to any
Sales to be held at the Stores.

A full-text copy of the GOB Sale Guidelines is available for free
at http://bankrupt.com/misc/MusiclandGOBSaleGuidelines.pdf

                          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)


NASH-FINCH: Earns $13.5 Million of Net Income in Fourth Quarter
---------------------------------------------------------------
Nash-Finch Company's (NASDAQ:NAFC) net earnings for the fiscal
2005 year were $41.3 million as compared to $14.9 million for
fiscal 2004.  

Fiscal 2005 results included a net favorable impact of
$1.4 million.  Fiscal 2004 net earnings included several
events, which had a net unfavorable impact of $24.0 million
the largest of which was a special charge of $21.0 million
involving primarily non-cash costs associated with the closure
of 18 retail stores at the end of the second quarter 2004.  
Total sales for fiscal 2005 were $4.56 billion as compared to
$3.90 billion in fiscal 2004, primarily reflecting the Company's
acquisition from Roundy's Supermarkets, Inc., of wholesale food
distribution centers located in Lima, Ohio and Westville, Indiana
effective March 31, 2005.

For the fourth quarter of 2005, total sales were $1.12 billion
compared to $920 million in the prior-year period.  Net earnings
were $13.5 million for the fourth quarter 2005, compared to
$11.2 million for the fourth quarter 2004.  Net earnings for the
fourth quarter 2005 were favorably affected by $1.1 million as a
result of the reversal of tax reserves.  Net earnings for the
fourth quarter 2004 were affected by several events, listed on
the attached schedule, that had a net unfavorable impact of
$0.5 million the most significant of which were the payment of a
call premium for early redemption of our 8.5% Senior Subordinated
Notes and non-cash charges related to the refinancing of the
Company's Senior Credit Facility.

                    Food Distribution Results

Food distribution segment sales for fiscal 2005 increased 36.1% to
$2.67 billion compared to $1.96 billion in fiscal 2004, and for
the fourth quarter 2005 increased 45.7% to $684.8 million from
$470.0 million in the fourth quarter 2004.  The acquisition of the
distribution centers represented approximately 89% and 90% of the
increase in food distribution sales in the yearly and quarterly
comparisons.  Excluding the impact of the acquisition, food
distribution sales increased 4.0% in 2005 as compared to 2004, and
4.4% in the fourth quarter 2005 as compared to the year earlier
quarter, primarily as a result of adding new accounts.

Food distribution segment profits increased to $88.3 million in
fiscal 2005 from $76.0 million in fiscal 2004, and increased to
$23.6 million from $19.7 million in the fourth quarter comparison.   
In both the annual and quarterly comparisons, however, segment
profits decreased as a percentage of sales, from 3.9% in fiscal
2004 to 3.3% in fiscal 2005, and from 4.2% to 3.4% in the
quarterly comparison.  The decrease in profit margins in the food
distribution segment was partially due to inadequate execution in
the management of manufacturer promotional spending.  Also
contributing to the margin decline were the demands of integrating
the acquired distribution centers.  This was a significant
acquisition for the Company that diverted attention from our core
business operations and entailed a more complex and costly
integration process than we had expected.

                  Military Distribution Results

Military distribution segment sales for fiscal 2005 were
$1.16 billion compared to $1.12 billion in fiscal 2004, an
increase of 3.1%.  Fourth quarter 2005 military segment sales of
$272.4 million were slightly lower than the $274.7 million of
sales recorded in the fourth quarter 2004.  The sales growth
during all of fiscal 2005 was due to increases in domestic
commissary customer traffic, which in the fourth quarter 2005 was
essentially offset by a decline in shipments to the overseas
commissary system.  Segment profits increased 8.3% in the annual
comparison, from $36.3 million to $39.3 million, and 7.2% in the
quarterly comparison, from $8.6 million to $9.3 million,
reflecting increased annual sales as well as productivity
improvements.

                         Retail Results

Corporate retail sales were $729.1 million in fiscal 2005 as
compared to $813.8 million in fiscal 2004, and $166.0 million in
the fourth quarter 2005 compared to $175.3 million in the
comparable 2004 quarter.  The decrease in retail sales is due to
store closures that occurred during 2004 and 2005 and to same
store sales decreases of 4.1% in the annual comparison and 2.7% in
the quarterly comparison.

Retail segment fiscal 2005 profits were $26.6 million, or 3.7%
of sales, compared to $28.1 million, or 3.5% of sales, in
fiscal 2004.  Retail segment fourth quarter 2005 profits were
$8.3 million, or 5.0% of sales, compared to $10.3 million, or 5.9%
of sales, in the year earlier quarter.  The decrease in retail
profitability was primarily the result of negative same store
sales as well as inadequate execution in pricing during the third
quarter of 2005.

The Company's store count at the end of fiscal 2005 was 78
compared to 85 at the end of fiscal 2004.  The net decrease in
stores during 2005 reflects both opportunistic sales of retail
stores to existing food distribution customers and the closing of
underperforming stores.

Nash Finch Company -- http://www.nashfinch.com/-- is a Fortune  
500 company and one of the leading food distribution companies in
the United States.  Nash Finch's core business, food distribution,
serves independent retailers and military commissaries in 31
states, the District of Columbia, Europe, Cuba, Puerto Rico,
Iceland, the Azores and Honduras.  The Company also owns and
operates a base of retail stores, primarily supermarkets under the
Econofoods(R), Family Thrift Center(R) and Sun Mart(R) trade
names.

                         *     *     *

As reported in the Troubled Company Reporter on March 9, 2006,
Moody's Investors Service placed all ratings of Nash Finch Company
under review for possible downgrade.  The review was prompted by
the ongoing discussion with the SEC regarding potential insider
trading by certain company officers and directors, the abrupt
departures of the CEO and General Counsel, and the apparent
challenges in filling the CEO position.  

Ratings placed under review for downgrade are:

   * $125 million senior secured revolving credit facility (2009)
     of B1

   * $175 million senior secured term loan (2010) of B1

   * $322 million 3.5% convertible subordinated notes (2035) of
     B3

   * Corporate family rating of B1

As reported in the Troubled Company Reporter on Feb. 20, 2006,
Standard & Poor's Ratings Services placed its ratings on Nash
Finch Co., including its 'B+' corporate credit rating, on
CreditWatch with negative implications.


NELLSON NUTRACEUTICAL: Wants Deloitte & Touche as Auditor
---------------------------------------------------------
Nellson Nutraceutical, Inc., and its debtor-affiliates ask the
United States Bankruptcy Court for the District of Delaware for
permission to employ Deloitte & Touche LLP as their independent
auditor and accountant, nunc pro tunc to Feb. 20, 2006.

Deloitte & Touche will audit the Debtors' financial statements for
the year ended Dec. 31, 2005, and any subsequent year requested by
the Debtors.

Marshall H. Mathison, a partner at Deloitte & Touche LLP,
discloses that the Firm received a $57,900 prepetition retainer.  
Deloitte's professionals will charge the Debtors:

   Designation                    Hourly Rate
   -----------                    -----------
   Partner                            $440
   Senior Manager                     $350
   Manager                            $280
   Senior Auditor                     $210
   Semi-Senior Auditor                $160
   Staff                              $140

Mr. Mathison assures the Court that Deloitte & Touche LLP does not
hold or represent any interest adverse to the Debtors and their
estates and the Firm is disinterested as that term is defined in
Section 101(14) of the U.S. Bankruptcy Code.

Objections to Deloitte & Touche's retention, if any, must be filed
by 4:00 p.m. on Apr. 12, 2006.  The Court will convene a hearing
at 1:30 p.m. on Apr. 19, 2006, to consider the Debtors' request.

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., formulate, make and sell bars and powders for the nutrition
supplement industry.  The Debtors filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtors in their restructuring efforts.  Lawyers at Young,
Conaway, Stargatt & Taylor, LLP, represent an informal committee
of which General Electric Capital Corporation and Barclays Bank
PLC are members.  In its Schedules of Assets and Liabilities filed
with the Court, Nellson Nutraceutical has $312,334,898 in total
assets and $345,227,725 in total liabilities when it filed for
bankruptcy.


NELLSON NUTRACEUTICAL: Creditors Have Until May 31 to File Claim
----------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware,
set 4:00 p.m. on May 31, 2006, as the deadline for all creditors
owed money by Nellson Nutraceutical, Inc., and its debtor-
affiliates on account of claims arising prior to Jan. 28, 2006, to
file their proofs of claim.

Creditors must file written proofs of claim on or before the
May 31 Claims Bar Date and those forms must be delivered to:

              Nellson Claims Processing
              c/o AlixPartners, LLC
              2100 McKinney Avenue, Suite 800
              Dallas, Texas 75201
    
Governmental units have until 4:00 p.m. on July 27, 2006, to file
proofs of claim.

A proof of claim should be filed against a specific Debtor:

                                                        Fed. Tax.
Debtor                                       Case No.   ID No.
------                                       --------  --------
Nellson Nutraceutical, Inc.                  06-10072    5044
Nellson Holdings, Inc.                       06-10073    0642
Nellson Intermediate Holdings, Inc.          06-10074    0653
Nellson Northern Operating, Inc.             06-10075    7694
Nellson Nutraceutical Eastern Division, Inc. 06-10076    8503
Nellson Nutraceutical Powder Division, Inc.  06-10077    3670
Vitvex Foods, Inc.                           06-10078    9218

Headquartered in Irwindale, California, Nellson Nutraceutical,
Inc., formulate, make and sell bars and powders for the nutrition
supplement industry.  The Debtors filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtors in their restructuring efforts.  Lawyers at Young,
Conaway, Stargatt & Taylor, LLP, represent an informal committee
of which General Electric Capital Corporation and Barclays Bank
PLC are members.  In its Schedules of Assets and Liabilities filed
with the Court, Nellson Nutraceutical has $312,334,898 in total
assets and $345,227,725 in total liabilities when it filed for
bankruptcy.


NEXMED INC: Losses & Deficit Trigger Going Concern Doubt
--------------------------------------------------------
NexMed, Inc. (NASDAQ: NEXM) delivered its financial results for
the fiscal year ended Dec. 31, 2005, to the Securities and
Exchange Commission on Mar. 16, 2006.

For the full year ended Dec. 31, 2005, the company reported a
$15.4 million net loss on $2.4 million of net revenues compared to
a $17.0 million net loss on $359,369 of net revenues for the same
period in 2004.  The 2005 revenue is primarily attributable to the
revenue recognized in connection with the company's Novartis
licensing agreement.

For the year ended 2005, the net loss applicable to common stock
was $16,550,479 compared to $17,023,648 for the same period in
2004.  The decrease in net loss applicable to common stock is
primarily attributable to the increase in revenues and ongoing
efforts to reduce overhead.  The Company currently has
approximately $9 million in cash.

                         Nasdaq Delisting

As reported in the Troubled Company Reporter on Jan. 10, 2006, the
company received a notice from Nasdaq indicating that it did not
comply with the minimum $50 million market value of listed
securities requirement for continued listing set forth in
Marketplace Rule 4450(b)(1)(A).  Additionally, the Company does
not comply with the alternative Marketplace Rule 4450(b)(1)(B)
which requires total assets and total revenue of $50 million each
for the most recently completed fiscal year or two of the last
three most recently completed fiscal years.

Nasdaq will provide written notice that the Company's common stock
will be delisted from the Nasdaq National Market at the opening of
business on Jan. 31, 2006 unless the Company's market value of
listed securities is $50 million or more for a minimum of 10
consecutive business days during the 30-day period ended Jan. 30,
2006 or if the company's total stockholder equity is above $10
million before January 30, 2006 in accordance with Marketplace
Rule 4450 (a)(3).  Should the Company receive such notice, it
plans to file a request for a hearing with the Nasdaq's Listing
Qualifications Panel to appeal the Nasdaq determination.  The
company has been informed that the appeal process may take up to 4
weeks during which the Company's stock will remain listed on the
Nasdaq National Market.

                      Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
NexMed's ability to continue as a going concern after it audited
the Company's financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the Company's recurring
losses, negative cash flows from operations and limited capital
resources.

                           About NexMed

Headquartered in Robbinsville, New Jersey, NexMed, Inc. --
http://www.nexmed.com/-- an innovative drug developer, offers  
large pharmaceutical companies the opportunity to save
considerably on R&D costs, develop new patient-friendly
transdermal products, and extend patent lifespans and brand
equity, through participation in early stage licensing and
development partnerships.  NexMed currently has a host of
medicines in development, such as treatments for nail fungus,
sexual disorders and more, all based on its proprietary NexACT
drug delivery technology.  Current partners include Novartis
International Pharmaceutical for a topical anti-fungal nail
treatment, and Schering AG for Alprox-TD, a topical treatment for
erectile dysfunction.

As of Dec. 31, 2005, the company's balance sheet showed an
accumulated deficit of $117.7 million compared to a $102.2 million
deficit for the same period in 2004.


NORTHWESTERN CORP: S&P Lifts Sr. Unsecured Rating to BB- from B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on NorthWestern Corp., an electric and gas utility,
to 'BB+' from 'BB' because management continues to take positive
steps to:

   * improve regulatory relations;

   * resolve litigation; and

   * strengthen the company through:

     -- noncore asset sales,
     -- utility investment, and
     -- debt reduction.

In addition, certain senior secured debt ratings were raised to
'BBB-' from 'BB+' and others raised to 'BB+' from 'BB'.  The
senior unsecured rating was raised to 'BB-' from 'B+'.  The
company remains on CreditWatch with developing implications.
     
The CreditWatch listing reflects:

   * Black Hills Corp.'s (BBB-/Watch Neg/--) offer to purchase the
     electric and gas utility for all stock or stock plus cash;
     and

   * the continuation of Montana Public Power Inc.'s (not rated)     
     offer to acquire Sioux Falls, South Dakota-based NorthWestern
     with all-debt financing.
      
"We believe that the existence of two offers increases the
likelihood that NorthWestern will be sold," said Standard & Poor's
credit analyst Gerrit Jepsen.
     
Given the pending offers, uncertainty remains regarding
NorthWestern's future credit ratings, which could be raised,
lowered, or remain the same.
     
Standard & Poor's will resolve the CreditWatch listing when the
board of directors and the shareholders decide which, if either,
of the bids they will accept, or when they firmly reject both
offers.  It is unclear what the timetable for resolution will be,
given recently filed litigation by existing shareholders and the
possibility of a shareholder proxy contest.
      
"If an offer is accepted, we will want to assess the combined
entity's creditworthiness before assigning new credit ratings,"
said Mr. Jepsen.  "If all offers are rejected, we will likely
affirm the existing ratings and assign a positive outlook,
assuming NorthWestern's financial performance is still on an
improving trend."
     
NorthWestern had $743 million of total debt as of Dec. 31, 2005.
     
Management's continued ability to favorably resolve outstanding
litigation, the lack of an adverse outcome from a pending U.S. SEC
investigation, and Standard & Poor's expectation that the company
will achieve its financial performance projections all factor
heavily into the ratings.


NOVELIS INC: S&P Puts Sr. Unsecured Debt's B Rating on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' long-term
corporate credit and bank loan ratings and 'B' senior unsecured
debt rating on Novelis Inc. on CreditWatch with negative
implications.  

The CreditWatch placement follows Novelis' announcement that it
has asked for a 31-day extension of the compliance filing waiver
from its bank group to complete the filing of:

   * its 2005 restated first- and second-quarter results; and
   * its 2005 third-quarter results.
     
The possibility of a technical notice of default and subsequent
enforcement action by the banking syndicate seems unlikely, as the
company has stated that it has paid down debt and that the
magnitude of the restatements is small, generally noncash in
nature, and likely to be marginally positive to net income.
     
"Given the statements by the company, we believe that Novelis will
be able to obtain the required waivers," said Standard & Poor's
credit analyst Don Marleau.  "Nevertheless, as with any reporting
and filing issue, there remains uncertainty and Novelis' inability
to obtain a waiver could result in a technical default under the
bank credit agreement; therefore, the ratings on the company could
be lowered," Mr. Marleau added.
     
Although recent financial statements have not been filed, Novelis
has stated that it has used free cash flow to pay down debt by
more than US$300 million in 2005 and an additional US$80 million
in the first quarter of 2006.  The company expects to reduce debt
by a total of US$200 million-US$250 million in 2006.
     
The ratings on Novelis reflect its aggressive financial profile,
characterized by a heavy debt burden and low, but stable margins.
These weaknesses are alleviated by the company's leading position
in the global aluminum rolled products market and extensive
geographical and product diversity.  Novelis uses primary and
recycled aluminum to produce:

   * can sheet for sale to beverage producers and can fabricators;

   * various rolled products for construction, industrial, and
     transportation uses; and

   * foil for packaging.

The company began stand-alone operations in January 2005 after
Alcan Inc. (BBB+/Stable/A-2) spun off substantially all of its
aluminum rolling businesses.  Novelis' management is completely
independent of Alcan, although the companies will have in place
multiyear metals sales agreements.


NPC INT'L: Moody's Rates Proposed $200MM Subordinated Debt at Caa1
------------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to NPC
International, Inc.'s proposed $275 million term loan B and $75
million revolving credit facility and a Caa1 rating to the
proposed $200 million in senior subordinated notes.  A B2
Corporate Family and SGL-3 Speculative Grade Liquidity rating were
also assigned.  The outlook is stable.  These are first time
ratings for this company.

NPC is being acquired by Merrill Lynch Global Private Equity Group
for approximately $615 million.  Proceeds from the proposed
offerings along with approximately $163 million in equity
contributed by MLGPE and management will be used to finance the
acquisition.

The B2 corporate family rating reflects NPC's limited product
offering, concentrated day part, limited geographic
diversification, competitive pressures and commodity price
exposure as well as relatively high leverage, modest coverage, and
marginal free cash flow generation.  However, the ratings also
incorporate NPC's positive same store sales growth, the benefits
derived from its meaningful scale within the Pizza Hut franchise
system, relatively flexible cost structure, and adequate
liquidity.

NPC International, Inc., headquartered in Lenexa, Kansas, is the
largest franchisee of Pizza Hut restaurants with approximately 790
units located in 26 states.


NRG ENERGY: Sells Rocky Road & Buys 50% Stake in West Coast Power
-----------------------------------------------------------------
NRG Energy, Inc. (NYSE: NRG), acquired the remaining 50% ownership
interest in West Coast Power LLC, becoming the sole owner of
West Coast Power's 1,808 megawatts of generation in Southern
California.

The Company also completed the sale of its 50 percent ownership
interest in Rocky Road Power LLC, in East Dundee, Ill., to Dynegy
Inc. (NYSE: DYN).

NRG paid Dynegy $205 million for its interest in West Coast Power
and received $45 million from Dynegy for the Company's interest in
Rocky Road.  This acquisition brings NRG's net generating capacity
in southern California to 1,808 megawatts.

"We are pleased to be increasing our investment in California as
the State has made progress with regard to capacity markets and
long-term contracting options," said David Crane, NRG President
and Chief Executive Officer.  "As we've said, we will continue to
pursue market development that supports the continued operations
of existing plants that Californians need and investment in the
next generation of energy infrastructure."

Generating facilities in southern California now wholly owned by
NRG include El Segundo, Cabrillo I (Encina), Cabrillo II (13
combustion turbines in the San Diego area) and the retired Long
Beach station.

NRG Energy, Inc. owns and operates a diverse portfolio of power-
generating facilities, primarily in Texas and the Northeast, South
Central and Western regions of the United States. Its operations
include baseload, intermediate, peaking, and cogeneration
facilities, thermal energy production and energy resource recovery
facilities. NRG also has ownership interests in generating
facilities in Australia and Germany.

NRG Energy, Inc., currently owns and operates a diverse portfolio
of power-generating facilities, primarily in the Northeast, South
Central and Western regions of the United States.  Its operations
include baseload, intermediate, peaking, and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia and Germany.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Fitch Ratings placed a 'BB' rating to NRG's $5.2 billion secured
credit facility, consisting of:

     * a $3.2 billion secured term loan B and $2 billion of
       revolving credit/synthetic letter of credit facilities,

     * a 'B' rating to NRG's proposed $3.6 billion issuance of
       senior unsecured notes, and

     * a 'CCC+' rating to NRG's proposed issuance of $500 million
       mandatory convertible preferred stock.

In addition, Fitch has assigned NRG a 'B' issuer default rating,
as well as recovery ratings for the debt instruments.  Fitch said
the Rating Outlook is Stable.  

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on power generation company NRG Energy Inc.

Standard & Poor's also assigned its:

    * 'BB-' rating and '1' recovery rating to NRG's $3.2 billion
      first lien term loan B and $2 billion revolving credit and
      LOC facilities,

    * 'B-' rating to NRG's $3.6 billion unsecured notes, and

    * 'CCC+' rating to NRG's $500 million mandatory convertible
      securities.

The 'BB-' rating and '1' recovery rating on the $3.2 billion term
loan B and $2 billion revolving credit and LOC facilities indicate
the expectation of full recovery of principal in the event of a
payment default.  Standard & Poor's affirmed its 'CCC+' ratings on
NRG's preferred stock issues.  The stable outlook reflects
Standard & Poor's view that NRG's credit quality should not
significantly deteriorate in the short term.


NUTRAQUEST INC: Wants Plan-Filing Period Extended Until June 9
--------------------------------------------------------------
Nutraquest, Inc., asks permission from the U.S. Bankruptcy Court
for the District of New Jersey to:

   a) file a plan until June 9, 2006; and

   b) solicit acceptances of that Plan until August 8, 2006.

Although it has already filed its Plan on Feb. 17, 2006, the
Debtor believes that it cannot submit a complete and accurate
disclosure statement explaining that Plan unless certain
significant open issues are resolved, including without
limitation:

   -- the Napa Actions;

   -- the FTC Action; and

   -- the documentation and approval of the Advertising Cases
      settlements.

The Debtor assures the Court that the extension is not meant for
purposes of delay.

                       Overview of the Plan

Under the Plan, Administrative Expense Claims, Priority Tax Claims
and Nontax Priority Claims are entitled to full payment in cash.  
Class 3 Settled Ephedra PI Claims will also be paid in full but
will be treated according to the Ephedra PI Settlement Agreement.

Holders of Class 2 General Unsecured Claims will share, pro rata,
a $50,000 pot funded entirely from the Debtor's cash on hand.

On the effective date of the Plan, the Park Class Claim and all
Individual Park Class Member Claims will be automatically assumed
by the Park Claims Resolution Facility.  Each Individual Park
Class Member Claim will be treated in accordance with the Park
Settlement Agreement.  Only Allowed Individual Park Class Member
Claims will receive monetary distributions under the Plan and the
Park Settlement Agreement.

Similarly, the Markowitz Class Claim and all Individual Markowitz
Class Member Claims will be assumed by the Markowitz Claims
Resolution Facility on the Effective Date.  Each Individual
Markowitz Class Member Claim will be treated in accordance with
the Markowitz Settlement Agreement.  Only Allowed Individual
Markowitz Class Member Claims will receive monetary distributions
under the Plan and the Markowitz Settlement Agreement.

The current interests holders will retain their Interests under
the Plan.

A full-text copy of Nutraquest's Chapter 11 Reorganization Plan is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060410050244

Headquartered in Manasquan, New Jersey, Nutraquest, Inc., is the
marketer of the ephedra-based weight loss supplement, Xenadrine
RFA-1.  The Company filed for chapter 11 protection on October 16,
2003 (Bankr. N.J. Case No. 03-44147).  Andrea Dobin, Esq., and
Simon Kimmelman, Esq., at Sterns & Weinroth, P.C. represent the
Debtor in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of $50 million to
$100 million.


NUTRO PRODUCT: Moody's Junks Rating on $165MM Subordinated Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Nutro Product,
Inc.'s new senior secured credit facilities, a B3 to its senior
unsecured notes, a Caa1 to its senior subordinated notes, as well
as a B2 corporate family rating.  The outlook on all ratings is
stable.  These represent first time ratings for this company.

Ratings assigned are:

   * Corporate family rating of B2

   * $440 million senior secured 6-year revolving credit at B1

   * $100 million senior secured 7-year term loan at B1

   * $180 million senior unsecured 7.5-year notes at B3

   * $165 million senior subordinated 8-year notes at Caa1

The key rating factors currently influencing Nutro's ratings and
stable outlook are:

   -- While the qualitative profile of Nutro's business is
      strong, its credit metrics are very weak and pull the
      overall rating down to the B2 level.

   -- Nutro is a moderate sized manufacturer of premium pet food
      sold exclusively through the niche category of specialty
      pet retailers.

   -- The company has built a solid franchise within this
      specialty retailer segment, where consumer trends are
      attractive with increases in pet ownership as well as the
      purchase of premium pet foods expected to continues.

   -- Sales and earnings growth has been strong and stable,
      although there exists the risk of larger competitors moving
      more aggressively into the specialty retail segment.

   -- Nutro's distribution model with specialty retailers has
      worked well, with the company being able to pass along raw
      material price increases with no noticeable margin
      compression.

   -- The company's profitability is top tier for the consumer
      products industry.

   -- Nutro's post-acquisition financial policy is very
      aggressive, with leverage and cash flow in relation to debt
      more representative of credits rated Caa and lower.

   -- Moody's notes that Nutro's independent auditors, as part of
      the audit of 2005 financial information, identified several
      material weaknesses and significant deficiencies in the
      company's internal controls over financial reporting.

   -- The outlook on Nutro's ratings is stable, reflecting our
      expectation that the company will maintain solid operating
      performance, remedy its accounting deficiencies,
      successfully transition a material portion of its
      production to a new manufacturing facility, and reduce
      leverage by bringing debt/EBITDA to below 6.0 times by
      Dec. 31, 2007.

Nutro Products, Inc., headquartered in City of Industry
California, is a manufacturer of premium pet food.


ON SEMICONDUCTOR: Wants to Raise $82M in Stock Sale to Buy Assets
-----------------------------------------------------------------
ON Semiconductor Corporation is offering 10,500,000 shares of its
common stock to help finance its purchase of LSI Logic's wafer
fabrication facility and certain other semiconductor manufacturing
equipment in Gresham, Oregon.  The Company needs $105 million to
buy the assets.  

The Company expects to net $74.0 million from the stock offering,
after deducting the underwriter's discounts and commissions and
other expenses related to the offering based on an assumed
offering price of $7.31, the reported sale price of its common
shares on April 5, 2006.

If Morgan Stanley & Co. Incorporated, the underwriter, exercises
its over-allotment option to purchase additional shares from the
Company in full, the Company estimates that its net proceeds will
be around $82.1 million, after deducting the underwriter's
discounts and commissions and other related expenses.  The Company
granted Morgan Stanley the right to purchase up to an additional
1,131,063 shares of common stock to cover over-allotments.

The Company has not paid any cash dividends on its common stock
since its initial public offering, and it does not presently
intend to do so.  The Company's senior bank facilities restrict
our ability to pay cash dividends to our common stockholders.

The Company's outstanding shares after the offering is completed,
if the over-allotment option is exercised in full, will be
323,978,806 common shares.

The Company's common shares are traded in the Nasdaq National
Market under the symbol "ONNN".  The Company's common shares are
traded between $6.99 and $7.45 this month.

A full-text copy of the Prospectus Supplement is available for
free at http://ResearchArchives.com/t/s?7b1

ON Semiconductor Corp. -- http://www.onsemi.com/-- supplies power
solutions to engineers, purchasing professionals, distributors and
contract manufacturers in the computer, cell phone, portable
devices, automotive and industrial markets.

At Dec. 31, 2005, the Company's equity deficit narrowed to
$300.3 million from a $537 million deficit at Dec. 31, 2004.


ORIS AUTOMOTIVE: Section 341(a) Meeting Scheduled for April 25
--------------------------------------------------------------
A meeting of Oris Automotive Parts Alabama, Ltd.'s creditors will
be held at 1:30 p.m., on Apr. 25, 2006, at Robert S. Vance Federal
Building, 1800 5th Avenue, Room 127, in Birmingham, Alabama.  This
is the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in 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.


OWENS & MINOR: Completes $200 Mil. Offering of 6.35% Senior Notes
-----------------------------------------------------------------
Owens & Minor, Inc. (NYSE:OMI) successfully completed its public
offering of $200 million of its 6.35% Senior Notes due 2016 and
accepted tenders from holders of 99.99% of the Company's 8-1/2%
Senior Subordinated Notes due 2011 pursuant to its previously
reported tender offer and consent solicitation for any and all of
its outstanding $200 million of Existing Notes.

                Completion of New Notes Offering

The New Notes were offered to the public at a price of $999.39 per
$1,000 note, under a registration statement filed with the
Securities and Exchange Commission on April 3, 2006.  The New
Notes are general senior unsecured obligations of the Company, pay
interest semi-annually and are guaranteed on a senior unsecured
basis by the Company's subsidiaries that incur or guarantee debt
under the Company's revolving credit facility.

Consistent with its existing corporate credit rating, Owens &
Minor was assigned an investment grade rating of "BBB-" from
Standard & Poor's, along with a rating of "Ba2" from Moody's, for
the New Notes.  In addition, Owens & Minor received an investment
grade rating of "BBB-" from Fitch Ratings for these New Notes.

As previously reported in the Troubled Company Reporter on April
6, 2006, the Company intends to use the net proceeds from the New
Notes, together with cash on hand, to fund its tender offer to
purchase for cash any and all of the Existing Notes.

                Acceptance of Requisite Consents

The tender offer for the Existing Notes includes a consent
solicitation to proposed amendments to eliminate substantially all
of the covenants and certain events of default in the indenture
relating to the Existing Notes.  As of 5:00 p.m., New York City
time, on April 3, 2006, tenders and consents were received with
respect to $199,980,000 aggregate principal amount of the Existing
Notes (99.99% of the total outstanding principal amount of the
Existing Notes).  Following the completion of the offering of the
New Notes, the Company accepted and paid for all of the tenders
and consents received as of the Consent Date.  Holders who
tendered on or prior to the Consent Date received total
consideration of $1,050.23, including a $30.00 consent payment per
$1,000 of Existing Notes properly tendered.

Holders of the Existing Notes who properly tender after the
Consent Date and on or prior to 11:59 p.m., New York City time, on
April 17, 2006, will be eligible to receive the tender
consideration which equals $1,020.23 per $1,000 of Existing Notes.  
The tender consideration is the total consideration minus the
$30.00 consent payment.

The exact terms and conditions of the tender offer and consent
solicitation are specified in, and qualified in their entirety by,
the Company's Offer to Purchase and Consent Solicitation
Statement, dated March 21, 2006.

Lehman Brothers Inc. is acting as exclusive dealer manager and
solicitation agent for the tender offer and the consent
solicitation.  The information agent for the tender offer and
consent solicitation is Georgeson Shareholder Communications, Inc.  
The depositary for the tender offer and consent solicitation is
SunTrust Bank.  Questions regarding the tender offer and consent
solicitation may be directed to:

     Lehman Brothers Inc.
     Telephone (212) 528-7581 (collect)
     Toll Free (800) 438-3242

Requests for copies of the Offer to Purchase and related documents
may be directed to:

     Georgeson Shareholder Communications, Inc.
     Telephone (212) 440-9800 (banks and brokerage firms)
     Toll Free (800) 868-1351

Lehman Brothers acted as the sole book-running manager, Banc of
America Securities LLC, Citigroup and SunTrust Robinson Humphrey
were senior co-managers and JPMorgan, KeyBanc Capital Markets and
Wachovia Securities were co-managers for the public offering of
the New Notes.  A registration statement relating to the New Notes
was filed and declared effective on April 3, 2006.  Copies of the
final prospectus relating to the offering of the New Notes can be
obtained from:

     Lehman Brothers
     745 7th Avenue
     New York, NY 10019
     Toll Free 1-888-603-5847

A full-text copy of the Preliminary Prospectus for the New Notes
is available at no charge at http://ResearchArchives.com/t/s?77a

                       About Owens & Minor

Headquartered in Richmond, Virginia, Owens & Minor, Inc. --
http://www.owens-minor.com/-- is the leading distributor of   
national name-brand medical and surgical supplies and a healthcare
supply chain management company.  With a diverse product and
service offering and distribution centers throughout the United
States, the Company serves hospitals, integrated healthcare
systems, alternate care locations, group purchasing organizations,
the federal government and consumers.  A FORTUNE 500 company,
Owens & Minor provides technology and consulting programs that
enable healthcare providers to maximize efficiency and cost-
effectiveness in materials purchasing, improve inventory
management and streamline logistics across the entire medical
supply chain -- from origin of product to patient bedside.  The
Company also has established itself as a leader in the development
and use of technology.

Owen & Minor's 8-1/2% Senior Subordinated Notes due 2011 carry
Moody's Investors Service's Ba3 rating.


OWENS CORNING: Disclosure Statement Hearing Adjourned to May 10
---------------------------------------------------------------
The Honorable Judith K. Fitzgerald adjourns the hearing to
consider the approval of the Disclosure Statement with respect to
the Fifth Amended Plan of Owens Corning and its debtor-affiliates
to Wednesday, May 10, 2006, at 9:00 a.m.

The Disclosure Statement Hearing may be adjourned from time to
time without further notice other than an announcement of the
adjourned date or dates at the Hearing or at an adjourned
hearing.


As reported in the Troubled Company Reporter on April 6, 2006, the
Debtors, the Official Committee of Asbestos Claimants and the
Legal Representative for Future Claimants delivered a revised
Fifth Amended Joint Plan of Reorganization and an accompanying
Disclosure Statement to the Court on March 29, 2006.

The Revised Fifth Amended Plan and Disclosure Statement report
recent developments in the Debtors' Chapter 11 cases since the
filing of the Fifth Amended Plan in December.

The Revised Plan and Disclosure Statement also reflect additional
terms, which clarify or supplement certain provisions in the
Disclosure Statement, to address the concerns raised by the
official representatives of the bondholders and trade creditors.

In a regulatory filing with the Securities and Exchange
Commission, Stephen K. Krull, Owens Corning's senior vice
president and general counsel, discloses that Owens Corning
previously recorded expenses with respect to its primary
prepetition bank credit facility for the period from the Petition
Date through December 31, 2005, relating to postpetition interest
and certain other postpetition fees on a basis consistent with
the Fifth Amended Plan.

With respect to postpetition interest and other fees payable
under the Prepetition Credit Facility, Mr. Krull says the Revised
Fifth Amended Plan provides that, if the holders of debt under
the Prepetition Credit Facility are deemed unimpaired, or are
deemed to be impaired and the class of the holders accepts the
Revised Fifth Amended Plan -- and the Revised Fifth Amended Plan
is confirmed and becomes effective -- then the holders of debt
under the Prepetition Credit Facility will be paid:

   a. interest accrued through the date of delivery of the
      initial distribution under the Revised Fifth Amended Plan
      to holders of claims under the Prepetition Credit Facility
      -- the Initial Bank Holders' Distribution -- on the
      principal amount outstanding under the Prepetition Credit
      Facility as of the Petition Date, when calculated at the
      floating Base Rate plus 2% on a compounding basis; and

   b. any accrued and unpaid postpetition fees payable under the
      Prepetition Credit Facility through the date of delivery of
      the Initial Bank Holders' Distribution, plus accrued
      interest pursuant to the Prepetition Credit Facility
      calculated on a compounding basis.

In light of the terms of the Revised Fifth Amended Plan, and
absent developments that alter the Debtors' view of the
likelihood of amounts that may be paid under the Revised Fifth
Amended Plan to holders of debt under the Prepetition Credit
Facility, Owens Corning anticipates:

   * recording, for the period ended March 31, 2006, additional
     expenses -- currently estimated to be in the range of
     $10,000,000 to $15,000,000 -- with respect to the
     Prepetition Credit Facility for the period from the
     Petition Date through December 31, 2005; and

   * accruing for the first quarter of 2006, and future periods
     prior to the Plan effective date, additional expenses that
     reflect the treatment provided in the Revised Fifth Amended
     Plan with respect to postpetition interest and other fees
     payable under the Prepetition Credit Facility.

A full-text copy of the Revised Fifth Amended Plan is available
for free at http://ResearchArchives.com/t/s?783   

A full-text copy of the Revised Fifth Amended Disclosure
Statement is available at http://ResearchArchives.com/t/s?784at   
no extra charge.

Mr. Krull notes that the Revised Amended Disclosure Statement has
been prepared in accordance with Section 1125 of the Bankruptcy
Code and Rule 3016 of the Federal Rules of Bankruptcy Procedure
and not in accordance with federal or state securities laws or
other non-bankruptcy laws or regulations.

Owens Corning -- http://www.owenscorning.com/-- manufactures   
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).   Norman L.
Pernick, Esq., at Saul Ewing LLP, represents the Debtors.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the
Official Committee of Asbestos Creditors.  James J. McMonagle
serves as the Legal Representative for Future Claimants and is
represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 128; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PALAZZO DI STONECREST: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Palazzo Di Stonecrest, LLC delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Northern District
of Georgia, disclosing:

     Name of Schedule             Assets        Liabilities
     ----------------             ------        -----------
  A. Real Property             $19,500,000
  B. Personal Property          
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $8,389,847
     Secured Claims
  E. Creditors Holding                                 $500
     Unsecured Priority Claims
  F. Creditors Holding                          
     Unsecured Nonpriority
     Claims
                               -----------       ----------
     Total                     $19,500,000       $8,390,347

Headquartered in Atlanta, Georgia, Palazzo Di Stonecrest, LLC,
filed for chapter 11 protection on Mar. 7, 2006 (Bankr. N.D. Ga.
Case No. 06-62584).  David L. Miller, Esq., at the Law Office of
David L. Miller, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $10 million and $50 million and debts
between $1 million and $10 million.


PENN TREATY: S&P Affirms & Withdraws Counterparty Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC' counterparty
credit rating on Penn Treaty American Corp.  Standard & Poor's
also subsequently withdrew this rating at the company's request.
     
PTAC's primary insurance operating company, Penn Treaty Network
America Insurance Co. (B/Stable/--), will continue to be rated by
Standard & Poor's.
     
The ratings on PTAC were based on:

   * its below-average business profile;
   * limited but improving business volume; and
   * below-average but improving earnings performance.


PHI INC: Gets Requisite Consents for 9-3/8% Senior Notes due 2009
-----------------------------------------------------------------
PHI Inc. (Nasdaq: PHII) (Nasdaq: PHIIK) received, as of 5:00 p.m.,
New York City time, on April 6, 2006, tenders and consents from
holders of over 90% of the aggregate principal amount of its
outstanding 9-3/8% Senior Notes due 2009 in connection with its
previously reported cash tender offer and consent solicitation for
the Notes, which commenced on March 24, 2006.

PHI intends to execute a supplemental indenture to the indenture
governing the Notes to eliminate substantially all of the
restrictive covenants, and certain events of default provisions in
the Indenture and to shorten the minimum redemption notice period
from 30 to five days should PHI elect to redeem any outstanding
Notes in accordance with the Indenture.  The Supplemental
Indenture will not become operative until a majority in aggregate
principal amount of the outstanding Notes has been purchased by
PHI pursuant to the terms of the tender offer and the consent
solicitation.

PHI's obligation to accept for purchase, and to pay for, any Notes
pursuant to the tender offer is conditioned upon, among other
things, its completion of financing transactions with net proceeds
to PHI of not less than $219 million.  Subject to the satisfaction
or waiver of these conditions, on the Initial Settlement Date all
Holders who validly tendered and did not withdraw their Notes
prior to the Consent Deadline will receive a consent payment of
$2.00 per $1,000 principal amount of the Notes validly tendered
and accepted for purchase, in addition to the tender offer
consideration of $1,046.88 per $1,000 principal amount of Notes
plus accrued and unpaid interest on those Notes.

Holders who validly tender their Notes after the Consent Deadline
but before the expiration of the tender offer will not receive the
Consent Payment, but will receive on the Final Settlement Date the
tender offer consideration for Notes accepted for purchase in
accordance with the terms of PHI's Offer to Purchase and Consent
Solicitation Statement, together with accrued and unpaid interest
on those Notes.  The Initial Settlement Date will occur on the
business date we select, no later than the Final Settlement Date,
after satisfaction or waiver of the conditions to the tender offer
and the consent solicitation.  The tender offer and the consent
solicitation will expire at 9:00 a.m. New York City time, on
April 24, 2006, unless extended or terminated by PHI, and the
Final Settlement Date is expected to be the next business day.

Any Notes not tendered and purchased pursuant to the tender offer
will remain outstanding and the holders thereof will be subject to
the terms of the supplemental indenture even though they did not
consent to the amendments.

UBS Investment Bank is acting as the dealer manager and
solicitation agent, and D.F. King & Co., Inc. is the information
agent for the tender offer.  Requests for documentation should be
directed to:

     D.F. King & Co., Inc.
     Telephone (212) 269-5550) for banks and brokerage firms
     Toll Free (888) 567-1626

Questions regarding the tender offer and consent solicitation
should be directed to:

     UBS Investment Bank
     Attention: Liability Management Group
     Telephone (203) 719-4210 (collect)
     Toll Free (888) 722-9555 x4210

                   About Petroleum Helicopters

Headquartered in Lafayette, La., PHI -- http://www.phihelico.com/    
-- provides helicopter transportation and related services to the
oil and gas industry, air medical industry and others and also
provides third-party maintenance services to select customers.  
PHI's Common Stock is traded on The Nasdaq National Market System
(symbols PHII and PHIIK).

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2006,
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.


PHOTOCIRCUITS CORP: Panel Wants Court to Verify Glen Cove's Liens
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Photocircuits Corporation asks the U.S.
Bankruptcy Court for the Eastern District of New York to  
determine the extent, validity and priority of the liens asserted
by the City of Glen Cove against the Debtor's property.

Specifically, Glen Cove asserts that the Debtor has past due water
and sewer charges aggregating $2,372,378, a portion of which,
consisting a principal amount of $1,041,015 plus accrued interest,
was added to Glen Cove's 2005 tax roll with respect to the
Debtor's real property identified on the Nassau County tax map as
Section 21, Block S, Lot 212P.

In addition, Glen Cove asserts that the Debtor has unpaid city and
school district taxes aggregating $478,285.

Glen Cove contends that its claims against the Debtor for past due
water and sewer charges, including both the Pre-2004 Charges and
the 2004 and Subsequent Charges, as well as its claims for city
and school district taxes, are all secured by liens against the
Debtor's property and that the liens "are all first priority,
priming, senior liens, by virtue of certain provisions of New York
state law and the City of Glen Cove local law."

The Committee disputes that the 2004 and Subsequent Charges give
rise to secured claims in favor of Glen Cove and that any property
of the Debtor other than Parcel 212P is subject to liens of Glen
Cove arising from unpaid water and sewer charges.

Accordingly, the Committee requests a declaratory judgment that:

   (a) the Water and Sewer Charges Liens are limited in amount to
       the Pre-2004 Charges; and

   (b) as limited, the Water and Sewer Charges Liens do not
       encumber any property of the Debtor other than Parcel
       212P.

The Committee also argues that the Water and Sewer Charges Liens
were not filed of record and were not perfected during the
Debtor's bankruptcy filing, except with respect to liens against
Lot 212P arising from the Pre-2004 Charges

Hence, the Committee believes that it is entitled to avoid the
Water and Sewer Charges Liens, except with respect to liens
against Lot 212P arising from the Pre-2004 Charges pursuant to
Section 545(b) of the Bankruptcy Code and to preserve the avoided
liens for the benefit of the Debtor's estate pursuant to Section
551 of the Bankruptcy Code.

Headquartered in Glen Cove, New York, Photocircuits Corporation
-- http://www.photocircuits.com/-- was the first independent       
printed  circuit board fabricator in the world.  Its worldwide
reach comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  Ted A. Berkowitz, Esq., and Louis A.
Scarcella, Esq., at Farrell Fritz, P.C., represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated more than $100 million
in assets and debts.


PLIANT CORP: Panel Wants to Tap Kramer Capital as Fin'l Advisors
----------------------------------------------------------------
To guide it through Pliant Corporation and its debtor-affiliates'
chapter 11 cases, the Official Committee of Unsecured Creditors
believes it critically needs to retain financial advisory
services.

After a competitive selection process, the Committee decided to
retain the services of Kramer Capital Partners, LLC, pursuant to
the terms of an engagement letter.  The Committee selected Kramer
based in large part on the experience of its professionals and on
its familiarity with the Debtors' industry.

Kramer Capital, which maintains offices at 750 Washington
Boulevard, Stamford, in Connecticut, has been involved with and
represented creditors in significant Chapter 11 cases.

In that regard, the Committee seeks the U.S. Bankruptcy Court for
the District of Delaware's permission to retain Kramer Capital as
its financial advisor, effective January 18, 2006.

Kramer Capital will:

   a. evaluate the Debtors' assets and liabilities;

   b. analyze the Debtors' financial and operating statements;

   c. analyze the Debtors' business plans and forecasts;

   d. evaluate the Debtors' liquidity, its debtor-in-possession
      financing, cash collateral usage and adequate protection,
      and the prospects for any exit financing in connection with
      any plan of reorganization and any related budgets;

   e. provide specific valuation or other financial analyses as
      the Committee may require in connection with the Debtors'
      bankruptcy cases;

   f. assess the financial issues and options concerning the
      sale of the Debtors, or any of them, or their respective
      assets or structuring any plan of reorganization; and

   g. provide testimony in court, on behalf of the Committee, if
      necessary or as reasonably requested by the Committee.

The Creditors Committee proposes that Kramer Capital be:

   -- paid a $125,000 monthly fee commencing January 18,
      2006;

   -- paid a 1% transaction fee for Unsecured Creditor
      Recoveries; and

   -- reimbursed for its actual and necessary out-of-pocket
      expenses.

As part of the overall compensation payable to Kramer Capital,
the Committee proposes that the Debtors indemnify and hold
harmless the firm and its affiliates, from and against any
losses, claims or liabilities arising out of the engagement and
reimburse the Indemnified Parties for any legal or other expenses
they reasonably incurred.  However, there will be no liability
for indemnity or reimbursement for any loss, claim or liability
that is finally judicially determined to have resulted from the
willful misconduct, gross negligence or breach of duty of loyalty
of any Indemnified Party.

Derron S. Slonecker, managing director at Kramer, assures the
Court that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code, in that it:

   a. is not a creditor, equity security holder, or an insider;

   b. is not and was not, within two years before the Petition
      Date, a director, officer or employee of the Debtors; and

   c. does not have an interest materially adverse to the
      interest of the estate or of any class creditors or equity
      security holders, by reason of any direct or indirect
      relationship to, connection with, or interest in, the
      Debtors, or for any other reason.

                          About Pliant

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  As of Sept. 30, 2005, the company had $604,275,000 in
total assets and $1,197,438,000 in total debts.  (Pliant
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


PREMIUM PAPERS: Hires Young Conaway as Bankruptcy Counsel
---------------------------------------------------------
Premium Papers Holdco, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Young Conaway Stargatt & Taylor, LLP as their counsel.

Young Conaway is expected to:

   a. provide legal advice with respect to the Debtors' powers
      and duties as Debtors in possession in the continued
      operation of their businesses and management of their
      properties;

   b. prepare and pursue confirmation of a plan and approval of a
      disclosure statement;

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

   d. appear in Court and to protect the interests of the
      Debtors before the Court; and

   e. perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

Robert S. Brady, Esq., a partner at Young Conaway, tells the Court
that the Firm's professionals bill:

      Professional                  Designation   Hourly Rate
      ------------                  -----------   -----------
      Robert S. Brady, Esq.         Attorney         $500
      Joseph A. Malfitano, Esq.     Attorney         $340
      Sean T. Greecher, Esq.        Attorney         $255
      Donald J. Bowman, Jr., Esq.   Attorney         $255
      Ian S. Fredericks, Esq.       Attorney         $240
      Thomas Hartzell               Paralegal        $175

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

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com-- manufactures and markets a wide  
variety of premium coated and uncoated printing papers, such as
Kromekote, Knightkote, and Carnival.  The Company and two of its
affiliates filed for chapter 11 protection on March 21, 2006
(Bankr. D. Del. Case No. 06-10269).  Ian S. Fredericks, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they did not disclose their total
assets but estimated debts between $10 million and
$50 million.


PRG-SCHULTZ: Inks Forbearance Agreement with Bank of America
------------------------------------------------------------
On Nov. 8, 2005, PRG-Schultz International, Inc., and its domestic
subsidiaries entered into a Forbearance Agreement with Bank of
America, N.A.

Under the Forbearance Agreement, Bank of America agreed to forbear
from exercising any right or remedy under the prior senior credit
facility and related credit documents.  BofA only forbear to the
extent that those right or remedy arose exclusively as a result of
the occurrence of some acknowledged events of default.

Bank of America retained its right to prohibit some payments to
the holders of the Company's 4-3/4% convertible notes.

In addition to the financial covenant defaults, the acknowledged
events of default included the failure to provide information and
documentation regarding some of the Company's subsidiaries.

The company paid BofA $100,000 in consideration for its
willingness to enter the Forbearance Agreement.  The company will
also reimburse some expenses of BofA and its counsel.

The Company satisfied all of its obligations under the Forbearance
Agreement, and replaced the prior senior credit facility with its
new senior facility on March 17, 2006.

                     $10 Million Bridge Loan

On Dec. 23, 2005, the Company entered into a Credit Agreement,
Security Agreement and Pledge Agreement with Petrus Securities
L.P. and Parkcentral Global Hub Limited and Blum Strategic
Partners II GmbH & Co. K.G. and Blum Strategic Partners II, L.P.

These agreements evidence a term loan to PRG-Schultz USA Inc., a
wholly owned subsidiary of the Company, in an aggregate principal
amount of $10 million.

This loan was repaid upon closing of the new senior credit
facility on March 17, 2006.

The Blum Entities are beneficial owners of the Company's common
stock and the new securities issued in the Company's recent
financial restructuring, and they have the right to designate a
member of the Company's Board of Directors and to have an observer
present at all Board meetings.

The Petrus Entities are also beneficial owners of the Company's
common stock and the new securities issued in the restructuring.  
The Petrus Entities and Blum Capital Partners L.P. served on the
Ad Hoc Committee of holders of the Company's convertible notes due
November 2006.

                     Financial Restructuring

On Oct. 19, 2005, the Board of Directors of the Company formed a
Special Restructuring Committee to oversee the efforts of the
Company, with the assistance of its financial advisor, Rothschild
Inc., to restructure the Company's financial obligations,
including its obligations under its $125 million 4-3/4%
Convertible Notes due November 2006, and to improve the Company's
liquidity.

The Company successfully completed the financial restructuring on
March 17, 2006.

Pursuant to the financial restructuring, the Company exchanged:

   -- $400 principal amount of the company's 11.0% Senior Notes
      Due 2011, plus an additional amount of principal equal to
      accrued and unpaid interest due on the existing notes held
      by the tendering holders;

   -- $480 principal amount of the company's 10.0% Senior
      Convertible Notes Due 2011 convertible into new 10.0% Senior
      Series B Convertible Participating Preferred Stock and
      common stock; and

   -- one share, $120 liquidation preference, of its 9.0% Senior
      Series A Convertible Participating Preferred Stock
      convertible into common stock;

for each $1,000 principal amount of outstanding 4.75% Convertible
Subordinated Notes due November 2006.

Approximately 99.6% of the aggregate $125 million outstanding
convertible notes were tendered for exchange and accepted by the
Company.

The material terms of these new securities include:

   -- The new senior notes bear interest at 11%, payable
      semiannually in cash, and are callable at 104% of face in
      year 1, 102% in year 2, and at par in years 3 through 5.

   -- The new senior convertible notes bear interest at 10%,
      payable semiannually in cash or in kind, at the option of
      the Company.

      The new senior convertible notes are convertible at the
      option of the holders, upon satisfaction of some conditions,
      into shares of new series B preferred stock having a 10%
      annual dividend and a liquidation preference equal to the
      principal amount of notes converted.

      Dividends on the new series B preferred stock may be paid in
      cash or in kind, at the option of the Company.

      Each $1,000 of face amount of such notes are convertible
      into approximately 2.083 shares of new series B convertible
      preferred stock; provided that upon the occurrence of some
      events, including approval by the shareholders of an
      amendment to the Company's Articles of Incorporation to
      allow sufficient additional shares of common stock to be
      issued for the conversion, they will be convertible only
      into common stock at a rate of approximately 1,538 shares
      per $1,000 principal amount.

      The new series B preferred stock is convertible at the
      option of the holders into shares of common stock at the
      rate of $0.65 of liquidation preference per share of common
      stock, subject to certain conditions, including approval by
      the shareholders of an amendment to the Company's Articles
      of Incorporation to allow sufficient additional shares of
      common stock to be issued for the conversion.

   -- The new series A preferred stock has a 9% dividend, payable
      in cash or in kind, at the option of the Company.

      The new series A preferred stock is convertible at the
      option of the holders into shares of common stock at the
      rate of $0.28405 of liquidation preference per share of
      common stock.

   -- The series A and series B preferred stock have the right to
      vote with the Company's common stock on most matters
      requiring shareholder votes.

      The Company has the right to redeem the new senior
      convertible notes at par at any time after repayment of the
      new senior notes.

      The Company also has the right to redeem the new series A
      and series B preferred stock at the stated liquidation
      preference at any time after repayment of the new senior
      notes and the new senior convertible notes.

   -- Both the new senior notes and the new senior convertible
      notes mature on the fifth anniversary of issuance.

      The new series A and series B preferred stock must be
      redeemed on the fifth anniversary of issuance.

Immediately following the closing of the financial restructuring
transactions, the existing common shareholders owned approximately
54% of the equity of the Company.

If all the new senior convertible notes had converted into series
B preferred stock immediately on completion of the financial
restructuring, the existing common shareholders would have owned
approximately 30% of the equity of the Company.

                New Senior Secured Credit Facility

As a part of its financial restructuring, the Company also entered
into a new senior secured credit facility with Ableco LLC and The
CIT/Group/Business Credit, Inc., a portion of which is being
syndicated to the Company's prior bridge financing lenders, Petrus
Securities L.P. and Parkcentral Global Hub Limited and Blum
Strategic Partners II GmbH & Co. K.G. and Blum Strategic Partners
II, L.P..

The new credit facility includes:

   (1) a $25 million term loan, and

   (2) a revolving credit facility that provides for revolving
       loan borrowings of up to $20 million.

No borrowings are currently outstanding under the revolving credit
facility.

PRG-Schultz USA, Inc., a direct wholly owned subsidiary, is the
primary borrower under the new senior secured credit facility.  
The Company and its existing and subsequent acquired or organized
direct and indirect domestic wholly owned subsidiaries have
guaranteed the new facility.

PRG-Schultz USA and all of the Company's other subsidiaries'
obligations under the new senior secured credit facility are
secured by liens on substantially all of the Company's assets
(including the stock of our domestic subsidiaries and two-thirds
of the stock of certain of our foreign subsidiaries).

The new senior secured credit facility will expire on the fourth
anniversary of the closing of the exchange offering.  The term
loan under the new senior secured credit facility will amortize
with quarterly payments beginning on the first anniversary of the
closing date of $250,000 per quarter for the second year of the
facility, and $500,000 per quarter for the third and fourth years
of the facility, with the balance due at maturity on the fourth
anniversary of closing.

The Company's ability to borrow revolving loans under the new
senior secured credit facility is limited to a borrowing base of a
percentage of eligible domestic receivables, subject to
adjustments.

Based on this borrowing base calculation, the Company had
approximately $15.0 million of availability under the revolving
credit facility at the closing of the exchange offer.

The interest on the term loan is based on a floating rate equal to
the reserve adjusted London inter-bank offered rate, or LIBOR,
plus 8.5% (or, at our option, a published prime lending rate plus
5.5%).

The interest rate on outstanding revolving credit loans is based
on LIBOR plus 3.75% (or, at our option, a published prime lending
rate plus 1.0%).

The Company will also pay an unused commitment fee on our
revolving credit facility of 0.5%.  

The new senior secured credit facility also required the payment
of commitment fees, closing fees and additional expense
reimbursements of approximately $1.0 million at closing.

A full-text copy of the Forbearance Agreement is available for
free at http://ResearchArchives.com/t/s?7ac

A full-text copy of the Amendment to a Forbearance Agreement
and Credit Agreement is available at no extra charge at
http://ResearchArchives.com/t/s?7ad

PRG-Schultz International, Inc. (NASDAQ: PRGX) --
http://www.prgx.com/-- and subsidiaries, incorporated in the  
State of Georgia in 1996, is the leading worldwide provider of
recovery audit services to large and mid-size businesses having
numerous payment transactions with many vendors.  The Company
currently provides services to clients in over 30 countries.

At Dec. 31, 2005, the company's balance sheet showed a
$102,365,000 stockholders' equity deficit compared to $103,584,000
of positive stockholders' equity at Dec. 31, 2004.

                            *   *   *

                        Going Concern Doubt

KPMG LLP in Atlanta, Georgia, raised substantial doubt about PRG-
Schultz International, Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the company's:

   -- substantial debt obligations;

   -- significant losses for the years ended Dec. 31, 2003, 2004,
      and 2005;

   -- stockholders' equity deficit at Dec. 31, 2005.


PRG-SCHULTZ: KPMG Expresses Going Concern Doubt Opinion
-------------------------------------------------------
Auditors working for KPMG LLP in Atlanta, Georgia, raised
substantial doubt about PRG-Schultz International, Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the company's:

   -- substantial debt obligations;

   -- significant losses for the years ended Dec. 31, 2003, 2004,
      and 2005;

   -- stockholders' equity deficit at Dec. 31, 2005.

                            Financials

The company reported a $207,740,000 net loss on $292,152,000 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $162,062,000
in total assets and $264,427,000 in total liabilities, resulting
in a $102,365,000 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $106,539,000 in total current assets available to pay
$115,662,000 in total current liabilities coming due within the
next 12 months.

          Audit Contract for State of California Medicare

On March 29, 2005, the Centers for Medicare & Medicaid Services,
the federal agency that administers the Medicare program, awarded
the company a contract to provide recovery audit services for the
State of California's Medicare spending.

The three-year contract was effective on March 28, 2005.

To fully address the range of payment recovery opportunities, the
Company has sub-contracted with Concentra Preferred Systems, the
nation's largest provider of specialized cost containment services
for the healthcare industry.

Concentra will add its clinical experience to the company's
expertise in recovery audit services.

The company began to incur capital expenditures and employee
compensation costs related to this contract in 2005.

Revenues from the contract are expected later in 2006.

Full-text copies of PRG-Schultz International, Inc.'s financial
statements for the year ended Dec. 31, 2005, are available for
free at http://ResearchArchives.com/t/s?7ab

PRG-Schultz International, Inc. (NASDAQ: PRGX) --
http://www.prgx.com/-- and subsidiaries, incorporated in the  
State of Georgia in 1996, is the leading worldwide provider of
recovery audit services to large and mid-size businesses having
numerous payment transactions with many vendors.  The Company
currently provides services to clients in over 30 countries.

At Dec. 31, 2005, the company's balance sheet showed a
$102,365,000 stockholders' equity deficit compared to $103,584,000
of positive stockholders' equity at Dec. 31, 2004.


RESIX FINANCE: Moody's Lifts Ratings on 3 Resecuritization Deals
-----------------------------------------------------------------
Moody's Investors Service upgrades three tranches issued by RESIX
Finance Limited Credit-Linked Notes, Series 2003-A and 2003-B.
These deals are resecuritizations of RESI 2003-A and RESI 2003-B
certificates, which have been upgraded.  The tranches in the RESIX
deals are identical to the corresponding RESI deals.  The
underlying deals are performing better than expected due to the
high prepayment volumes, low delinquency percentages, and low
credit losses.

Complete rating actions are:

   Issuer: RESIX Finance Limited Credit-Linked Notes,
           Series 2003-A

   * Class B-10, Upgraded from B3 to Ba3.

   Issuer: RESIX Finance Limited Credit-Linked Notes,
           Series 2003-B

   * Class B-9, Upgraded from B2 to Ba2;

   * Class B-10, Upgraded from B3 to Ba3.


R.H. DONNELLEY: KPMG Replaces PwC as Auditors for 2006
------------------------------------------------------
The Audit and Finance Committee of R.H. Donnelley Corporation's
Board of Directors dismissed PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm on
March 30, 2006.

Effective March 31, 2006, the Audit Committee appointed KPMG LLP
as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2006.  

Prior to the merger of Dex Media, Inc., with and into a wholly
owned subsidiary of R.H. Donnelley, Dex Media's audit committee
engaged KPMG as Dex Media's independent registered public
accounting firm for the fiscal years ended December 31, 2004, and
December 31, 2005, and the interim period from January 1, 2006
through January 31, 2006.  

PwC's reports on the Company's financial statements for the fiscal
years ended December 31, 2004, and December 31, 2005, did not
contain an adverse opinion nor were they qualified as to
uncertainty, audit scope or accounting principle.

During the Company's two fiscal years ended December 31, 2004, and
December 31, 2005, and the interim period from January 1, 2006
through March 31, 2006, there were no unresolved disagreements
between PwC and the Company.

R.H. Donnelley -- http://www.rhd.com/-- is a Yellow Pages
publisher and local online search company.  RHD publishes
directories with total distribution of approximately 28 million
serving approximately 260,000 local and national advertisers in 19
states.  RHD publishes directories under the Sprint Yellow
Pages(R) brand in 18 states with total distribution of
approximately 18 million serving approximately 160,000 local and
national advertisers, with major markets including Las Vegas,
Nevada, and Orlando and Fort Myers, Florida.  In addition, RHD
publishes directories under the SBC Yellow Pages brand in Illinois
and Northwest Indiana with total distribution of approximately 10
million serving approximately 100,000 local and national
advertisers.  RHD also offers online city guides and search
websites in its major Sprint Yellow Pages markets under the Best
Red Yellow Pages(R) brand at http://www.bestredyp.com/and in the
Chicago area at http://www.chicagolandyp.com/

                         *     *     *

After the Company completed its acquisition of Dex Media,
Standard & Poor's Ratings Services lowered its ratings on R.H.
Donnelley Corp. and its operating subsidiary Donnelley, Inc.,
including its corporate credit rating to 'BB-' from 'BB'.  
Furthermore, Standard & Poor's affirmed bank loan rating on RHD
Inc. and all ratings on the Dex family of companies, including the
corporate credit rating of 'BB-'.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Jan. 13, 2006,
Fitch Ratings placed a 'B+' Issuer Default Rating and a 'CCC+'
rating to RHD's senior unsecured notes.  Fitch said the Rating
Outlook is Stable.

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Moody's Investors Service affirmed R.H. Donnelley Corporation's
B1 Corporate Family rating and assigned a Caa1 rating to its
$2.142 billion senior unsecured notes.  Moody's said the rating
outlook is stable.


RITE AID: Declares Series E and I Preferred Stock Dividends
-----------------------------------------------------------
Rite Aid Corporation (NYSE, PCX: RAD) disclosed Friday that its
Board of Directors declared a cash dividend of $0.875 per share on
its 7.0% Series E Mandatory Convertible Preferred Stock for the
period commencing on February 1, 2006 through April 30, 2006.  The
dividend is payable on May 1, 2006, to shareholders of record as
of April 17, 2006.

Rite Aid Corporation further disclosed that its Board of Directors
has declared a cash dividend of $0.3438 per share on its 5.5%
Series I Mandatory Convertible Preferred Stock for the period
commencing on February 1, 2006 through April 30, 2006.  The
dividend is payable on May 1, 2006, to shareholders of record as
of April 17, 2006.

                          About Rite Aid

Rite Aid Corporation -- http://www.riteaid.com/-- is one of the  
nation's leading drugstore chains with annual revenues of $17.3
billion and approximately 3,320 stores in 27 states and the
District of Columbia.

                             *   *   *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Fitch took these rating actions on Rite Aid Corporation:

   -- Issuer Default Rating affirmed at 'B-'

   -- $1.75 billion secured bank credit facility affirmed at
      'BB-'/ Recovery Rating 'RR1'

   -- Secured notes affirmed at 'BB-'/ Recovery Rating 'RR1'

   -- Senior unsecured notes downgraded to 'CCC+' from
      'B-'/Recovery Rating to 'RR5' from 'RR4'

Rite Aid's Rating Outlook remains Stable.

The ratings reflected Rite Aid's strategy to focus on its stores
and customer service levels, its adequate liquidity, and the
positive demographics of the drug retailing industry.  Also
considered is Rite Aid's financial leverage, operating statistics
that trail its largest competitors, as well as the highly
competitive nature of the drug retailing business.

As reported in the Troubled Company Reporter on Sept. 1, 2005,
Moody's Investors Service lowered the Speculative Grade Liquidity
Rating of Rite Aid Corporation to SGL-3 from SGL-2, affirmed all
long-term debt ratings (Corporate Family Rating of B2), and
revised the rating outlook to negative from stable.  The downgrade
of the Speculative Grade Liquidity Rating reflects Moody's
expectation that mediocre operating cash flow and planned capital
investment increases over the next twelve months will require the
company to rely on external financing sources to cover the cash
flow deficit.

Moody's lowered its Speculative Grade Liquidity Rating to SGL-3
from SGL-2 and affirmed these ratings:

   -- $860 million 2nd-lien senior secured notes at B2;

   -- $1.28 billion of senior notes at Caa1;

   -- $250 million of 4.75% convertible notes at Caa1; and

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B2.


RITE AID: Earns $1.24 Billion of Net Income in Fourth Quarter
-------------------------------------------------------------
Rite Aid Corporation (NYSE, PCX: RAD) disclosed its financial
results for its fourth quarter ended March 4, 2006.

Revenues for the 14-week fourth quarter were $4.77 billion versus
revenues of $4.34 billion in the prior year 13-week fourth
quarter.  Revenues increased 9.9%.

Same store sales for the 14-week fourth quarter increased 2.5%
over the prior year 14-week comparable period, consisting of a
2.5% pharmacy same store sales increase and a 2.5% increase in
front-end same store sales.  Prescription sales accounted for
62.2% of total sales, and third party prescription sales
represented 93.7% of pharmacy sales.

Net income for the fourth quarter increased to $1.24 billion
compared to 2004's fourth quarter net income of $228.6 million.  
The increase was primarily due to a $1.231 billion income tax
benefit from the reduction of a valuation allowance against
deferred tax assets compared to a $179.5 million similar valuation
allowance reduction for the like period last year.  Also
contributing to the increase is a reversal of the $20 million
accrual established in fiscal 2003 for potential liability arising
out of the U.S Attorney's investigation into prior management's
business practices under former CEO Martin Grass, which is no
longer needed because the investigation of the company has been
closed without any fine to Rite Aid.  Included in the fourth
quarter results were a LIFO charge of $9.4 million compared to
last year's LIFO credit of $36.2 million and store closing and
impairment charges of $42.4 million compared to last year's
$24.4 million charge.

Adjusted EBITDA of $181.4 million or 3.8% of revenues for the
fourth quarter compared to $167.9 million or 3.9% of revenues for
the like period last year.  The $13.5 million increase is
primarily due to the extra week in the current year's fourth
quarter.  Excluding the extra week, which contributed
approximately $15.0 million, adjusted EBITDA was flat.

"We are pleased with the improvements in our business during the
fourth quarter, including a return to positive increases in
pharmacy same store sales despite a milder cough, cold and flu
season than last year.  We also saw an increase in the number of
prescriptions we filled for seniors despite the challenges all
pharmacies experienced implementing Medicare Part D," said Mary
Sammons, Rite Aid president and CEO.  "With the opening of 40 new
and relocated stores in the quarter, we completed fiscal 2006 with
three times as many new and relocated stores as the year before.

"A significant event during the period was notification by the
U.S. Attorney's Office that it has closed its investigation of the
company relating to the business practices of prior management,"
Mr. Sammons said. "We are pleased that the U.S. Attorney informed
us that no penalty would be levied against Rite Aid."

In the fourth quarter, the company opened 7 stores, relocated 33
stores, acquired 1 store, closed 18 stores and remodeled 10
stores.  Stores in operation at the end of the quarter totaled
3,323.

                        Year-End Results

For the 53-week fiscal year ended March 4, 2006, Rite Aid had
revenues of $17.3 billion as compared to revenues of $16.8 billion
for the 52-week prior year.  Revenues increased 2.7%.

Same store sales for the 53-week year increased 1.1% over the
prior 53-week comparable period.  This increase consisted of a
0.3% pharmacy same store sales increase and a 2.6% increase in
front-end same store sales. Prescription sales accounted for
63.2% of total sales, and third party prescription sales were
93.9% of pharmacy sales.

Net income for the year was $1.273 billion compared to net income
of $302.5 million for last year.  The increase was primarily due
to a $1.239 billion income tax benefit from the reduction of a
valuation allowance against deferred tax assets compared to a
$179.5 million similar valuation allowance reduction last year.  
Included in the results for the year were a LIFO charge of
$32.2 million compared to last year's LIFO credit of $18.9 million
and store closing and impairment charges of $68.7 million compared
to last year's $35.7 million charge.  These negative factors were
partially offset by a reduction in interest expense and a lower
loss on debt modifications and retirements.

Adjusted EBITDA of $675.6 million or 3.9% of revenues for this
year compared to $726.0 million or 4.3% of revenues for last year.   
The $50.4 million decrease is primarily due to higher selling,
general and administrative expenses.  Partially offsetting these
higher expenses was the $15.0 million of contribution from the
extra week.

"While our full year results are not as strong as we had hoped, we
believe the investment we made in staffing the stores to improve
customer satisfaction, ramping up our real estate department for
our growth program and marketing to seniors to promote our
pharmacists' expertise in Medicare Part D will pay off
significantly down the road," Mr. Sammons said.

For the year, the company opened 17 new stores, relocated
53 stores, acquired six stores, closed 56 stores, which includes
13 stores closed due to hurricane Katrina, and remodeled
173 stores.  Stores in operation at the end of the year totaled
3,323.

           Company Announces Guidance for Fiscal 2007

Rite Aid announces that it expects sales to be between
$17.350 billion and $17.6 billion in fiscal 2007, which has
52 weeks, with same store sales improving 1.75 percent to
3.25% over fiscal 2006.  Net income (loss) for fiscal 2007
is expected to be between a net loss of $5 million and net
income of $40 million.  Adjusted EBITDA is expected to be
between $650 million and $725 million.  Capital expenditures,
excluding proceeds from sale and leaseback transactions, are
expected to be between $450 million and $500 million.  Proceeds
from sale and leaseback transaction are expected to be between
$50 million and $100 million.

Rite Aid Corporation -- http://www.riteaid.com/-- is one of the  
nation's leading drugstore chains with annual revenues of $17.3
billion and approximately 3,320 stores in 27 states and the
District of Columbia.

                             *   *   *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Fitch took these rating actions on Rite Aid Corporation:

   -- Issuer Default Rating affirmed at 'B-'

   -- $1.75 billion secured bank credit facility affirmed at
      'BB-'/ Recovery Rating 'RR1'

   -- Secured notes affirmed at 'BB-'/ Recovery Rating 'RR1'

   -- Senior unsecured notes downgraded to 'CCC+' from
      'B-'/Recovery Rating to 'RR5' from 'RR4'

Rite Aid's Rating Outlook remains Stable.

The ratings reflected Rite Aid's strategy to focus on its stores
and customer service levels, its adequate liquidity, and the
positive demographics of the drug retailing industry.  Also
considered is Rite Aid's financial leverage, operating statistics
that trail its largest competitors, as well as the highly
competitive nature of the drug retailing business.

As reported in the Troubled Company Reporter on Sept. 1, 2005,
Moody's Investors Service lowered the Speculative Grade Liquidity
Rating of Rite Aid Corporation to SGL-3 from SGL-2, affirmed all
long-term debt ratings (Corporate Family Rating of B2), and
revised the rating outlook to negative from stable.  The downgrade
of the Speculative Grade Liquidity Rating reflects Moody's
expectation that mediocre operating cash flow and planned capital
investment increases over the next twelve months will require the
company to rely on external financing sources to cover the cash
flow deficit.

Moody's lowered its Speculative Grade Liquidity Rating to SGL-3
from SGL-2 and affirmed these ratings:

   -- $860 million 2nd-lien senior secured notes at B2;

   -- $1.28 billion of senior notes at Caa1;

   -- $250 million of 4.75% convertible notes at Caa1; and

   -- Corporate Family Rating (previously called the Senior
      Implied Rating) at B2.


SEARS HOLDINGS: Minority Shareholders Support Privatization
-----------------------------------------------------------
Sears Holdings Corporation (Nasdaq: SHLD) reported that its wholly
owned subsidiary, SHLD Acquisition Corp., entered into agreements
with shareholders who have committed to vote an aggregate of
7,611,000 common shares of Sears Canada in favor of a going
private transaction that is expected to close in December 2006 at
the current offer price of C$18 per share.

Giving effect to the 10,209,246 common shares purchased previously
in the offer, the 7,500,000 common shares committed and tendered
by Vornado Realty, L.P., and the support commitments for 7,611,000
common shares, Sears Holdings and its affiliates have acquired in
the offer or obtained commitments for an aggregate of 25,320,246
common shares, representing over 50% of the common shares
(including Deferred Shares Units and unexercised options) that
were not owned by Sears Holdings and its affiliates at the
commencement of the offer.  

Accordingly, Sears Holdings and its affiliates will own or have
support commitments for sufficient shares to assure the necessary
shareholder approval of a going private transaction of Sears
Canada at the offer price of C$18 per share.

SHLD Acquisition Corp. has extended its offer until 5:00 p.m. on
Aug. 31, 2006.  SHLD Acquisition Corp. will acquire any and all
shares validly tendered to its offer prior to the extended expiry
time.  Sears Canada common shares tendered to the take-over bid by
SHLD Acquisition Corp., will be taken up and paid for not later
than 10 days after their tender.

Alan Lacy, vice chairman of Sears Holdings, commented, "We are
pleased that our transaction has received the support of a
majority of the minority shareholders, including the two largest
minority shareholders.  With the success of our offer assured, we
expect other Sears Canada shareholders to tender their common
shares in order to promptly receive our offer price of C$18 per
share."

Mr. Lacy continued, "Sears Holdings would like to thank the
executives and associates of Sears Canada, who have worked hard to
remain focused on the business of serving our customers during the
pendency of our offer.  We look forward to their continued support
and commitment as we work to leverage the strengths of our two
companies."

                    About Sears Holdings

Sears Holdings Corporation -- http://www.searsholdings.com/-- is   
the nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,900 full-
line and specialty retail stores in the United States and Canada.  
Sears Holdings is the leading home appliance retailer as well as
one of the leading retailers of tools, lawn and garden, home
electronics and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including such well-known labels as Lands'
End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands.  It also has Martha Stewart Everyday products,
which are offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada.

                      *     *     *

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Moody's Investors Service assigned a speculative grade liquidity
rating of SGL-1 to Sears Holdings Corporation and affirmed the
long-term ratings of the company and its subsidiaries with a
stable rating outlook.

Ratings affirmed:

  Sears Holdings Corp.:

     * Corporate family rating at Ba1

  Sears Roebuck Acceptance Corp.:

     * Senior secured bank facility at Baa3
     * Senior unsecured notes at Ba1

Rating assigned:

     * Speculative grade liquidity rating of SGL-1

The SGL-1 speculative grade liquidity rating is based on:

   * Sears Holdings' very good liquidity that reflects significant
     cash balances;

   * revolving credit availability; and

   * readily salable assets, including non-core brands and
     extraneous real estate, a sizeable amount of which is valued
     below market as a result of Kmart's significant
     post-Chapter 11 rebase of its pre-petition real estate
     portfolio.


SEARS HOLDINGS: Pershing Square Snubs C$18 Per Share Buyout Offer
-----------------------------------------------------------------
Pershing Square Capital Management LP is hoping to get a better
offer price for its 5.2% stake in Sears Canada Inc. despite Sears
Holdings Corp.'s firm stand to buy Sears Canada shares for a top
price of CA$18 per share.

Kevin Bell at Bloomberg News reports that Pershing Square may go
to court in a bid to force Sears Holdings to raise the price
offered by its wholly owned subsidiary, SHLD Acquisition Corp.,
for the shares of Sears Canada.  According to Mr. Bell, Pershing
Square is ready to exercise its legal rights to secure a better
value for the shares that they say Sears Holdings is trying to
acquire for a "wholly inadequate" price.

Sears Holdings wants to take Sears Canada private in order to cut
costs and make the company more competitive against other
retailers like Wal-Mart.

On April 6, 2006, Sears Holdings disclosed that it has acquired or
obtained commitments for an aggregate of 25,320,246 common shares,
representing over 50% of the common shares it did not previously
own prior to the tender offer.  Sears held approximately 53.8% of
the outstanding shares of Sears Canada before its takeover bid.

                       About Sears Holdings

Sears Holdings Corporation -- http://www.searsholdings.com/-- is   
the nation's third largest broadline retailer, with approximately
$55 billion in annual revenues, and with approximately 3,900 full-
line and specialty retail stores in the United States and Canada.  
Sears Holdings is the leading home appliance retailer as well as
one of the leading retailers of tools, lawn and garden, home
electronics and automotive repair and maintenance.  Key
proprietary brands include Kenmore, Craftsman and DieHard, and a
broad apparel offering, including such well-known labels as Lands'
End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and
Covington brands.  It also has Martha Stewart Everyday products,
which are offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada.

                      *     *     *

As reported in the Troubled Company Reporter on Dec. 30, 2005,
Moody's Investors Service assigned a speculative grade liquidity
rating of SGL-1 to Sears Holdings Corporation and affirmed the
long-term ratings of the company and its subsidiaries with a
stable rating outlook.

Ratings affirmed:

  Sears Holdings Corp.:

     * Corporate family rating at Ba1

  Sears Roebuck Acceptance Corp.:

     * Senior secured bank facility at Baa3
     * Senior unsecured notes at Ba1

Rating assigned:

     * Speculative grade liquidity rating of SGL-1

The SGL-1 speculative grade liquidity rating is based on:

   * Sears Holdings' very good liquidity that reflects significant
     cash balances;

   * revolving credit availability; and

   * readily salable assets, including non-core brands and
     extraneous real estate, a sizeable amount of which is valued
     below market as a result of Kmart's significant
     post-Chapter 11 rebase of its pre-petition real estate
     portfolio.


SEQUA CORP: Fitch Affirms Low-B Issuer Default & Sr. Debt Ratings
-----------------------------------------------------------------
Fitch Ratings affirmed Sequa Corporation's (SQA) debt and Recovery
Ratings as:

-- Issuer Default Rating 'B+'
-- Senior unsecured notes 'BB/RR2'

Fitch also assigns new ratings to these:

  Warwick International Group International Limited:
  Chromalloy UK Ltd.:
  Chromalloy Holland B.V.:

     -- Senior secured bank credit facility 'BB+/RR1'

The Rating Outlook is Stable.  The ratings cover approximately
$900 million of outstanding debt.

The senior secured bank credit facility is not an obligation of
SQA and is not guaranteed by SQA.  The facility was closed in
December 2005, and was primarily created to provide funds for
repatriation of foreign income related to the Jobs Creation Act.
The facility consists of:

   * a $100 million term loan;
   * a $35 million revolving credit facility; and
   * a $50 million letter of credit facility,

all of which expire in 2010.

SQA's ratings and Outlook reflect the company's improving
operating results, maintenance of liquidity and fully funded
pension plans offset by high leverage and negative free cash flow
(FCF) since 2002 (driven by discretionary pension contributions
and working capital needs for new business).  SQA's revenues
increased by 7.2% in 2005 and 20.5% in 2004 with EBITDA margins up
52 basis points over the same two-year period to 10.4%.

With a number of outsourcing contract wins with US airlines and
continuing efforts by airlines to reduce costs by outsourcing, the
outlook for SQA's largest segment, Aerospace (Chromalloy), is
positive.  As a conglomerate -- albeit one that has been narrowing
its focus on jet engine maintenance, repair and overhaul (MRO) --
SQA has a highly diversified portfolio of subsidiaries across
products and geographies, reducing the concentration risk of
individual operating businesses.

Fitch's concerns are focused on high leverage and a history of
poor FCF that has led to the company funding operations via asset
sales for the past few years.  Fitch expects FCF to be negative
once again this year, but this is expected to be driven by capital
expenditures for new factories both in the US and overseas.
Exclusive of the planned over 40% jump in capital expenditures for
these plants, FCF could be positive based on recent trends.

Fitch is also concerned about SQA's exposure to the automobile
industry and in particular its ARC Automotive business, where one
of its largest customers, Delphi, is in bankruptcy.  Although
Delphi accounted for 36% of ARC's 2005 sales, it generated less
than 5% of SQA's sales.  Fitch's concerns regarding original
equipment manufacturers' (OEM) possible attempts to expand market
share in the MRO aftermarket are largely mitigated by Chromalloy's
ability to normally provide parts faster than OEMs, decreasing
engine down time.  Concern is also mitigated by the desire of
clients to ensure that equipment is available from more than one
source.

The RRs and notching of the debt tranches reflect Fitch's recovery
expectations under a scenario in which distressed enterprise value
is allocated to the various debt classes.  The analysis was based
on an ongoing concern scenario as it exceeds likely liquidation
values.  RRs at the senior secured level benefit from guarantees
and security in the assets of:

   * Warwick International,
   * Chromalloy UK,
   * Chromalloy Holland, and
   * Chromalloy Thailand.

This results in expected recovery of 100% ('RR1').  The senior
notes, which are unsecured, are presently expected to see a
recovery in the 70%-90% range ('RR2').  Noteholders are offered
some protection from a leveraged buyout, as the change of control
covenants require that SQA tender for the notes at 101% of face
value upon such a change.  The unsecured RR is unchanged despite
the addition of the senior secured debt because expected
recoveries remain within the 'RR2'band.

At Dec. 31, 2006, SQA had a liquidity position of $376 million,
consisting of:

   * $289 million of cash;

   * $55 million of availability under its up to $75 million
     receivables purchase agreement (no utilization - asset base
     constrained); and

   * $32 million available under a $35 million revolving credit
     facility.

The company had an additional $13 million available for letters of
credit under its $50 million letter of credit facility.  SQA's
leverage (utilizing Fitch's global definition of debt to operating
EBITDA) was 4.6x in 2005, largely unchanged from 2004 as the
company borrowed $131 million near year-end, offsetting improved
EBITDA.  Interest coverage (using Fitch's global definition of
operating EBITDA-to-interest) was 2.8x in 2005, up from 2.4x the
prior year as the result of improving EBITDA and little interest
expense generated by the end of year increase in debt.  Adjusting
the ratios for pension expense, leverage rose to 4.5x in 2005
versus 4.3x in 2004 and interest coverage rose to 2.9x from 2.6x
during the same time frame.


SFA TRUST: Collateral Quality Decline Cues Moody's Ratings Review
-----------------------------------------------------------------
Moody's Investors Service placed three classes of notes issued by
SFA Collateralized Asset-Backed Securities I Trust on review for
downgrade, the $200,500,000 Class A Floating Rate Notes due 2030,
the $14,000,000 Class B-1 Floating Rate Notes due 2035 and the
$8,500,000 Class B-2 8.575% Notes due 2035.  The transaction,
secured by a pool of asset-backed securities, closed on June 22,
2000.  The Class A Floating Rate Notes due 2035 was downgraded on
June 30, 2004.

According to Moody's, the rating action is due to continued
deterioration in collateral quality since June 2004.  Moody's
indicated that, as of the Monthly Report dated Feb. 2, 2006, the
below-investment grade component of the collateral pool had a
Moody's weighted average rating factor of 4589 and had grown to
comprise over 52% of performing assets in the pool.

Additionally, the Class A, Class B and Class C
Overcollateralization Tests are out of compliance.  The Class A
Notes have delivered by 58.53%, to a current balance of
$83,151,926.9, from $200,500,000 at the closing date.

Ratings Under Review for Possible Downgrade:

   * Issuer: SFA Collateralized Asset-Backed Securities I Trust
     Description: $200,500,000 Class A Floating Rate Notes
        due 2030

     Prior Rating: B2
     Current Rating: B2

   * Issuer: SFA Collateralized Asset-Backed Securities I Trust
     Description:

     -- $14,000,000 Class B-1 Floating Rate Notes due 2035

     -- $8,500,000 Class B-2 8.575% Notes due 2035

     Prior Rating: Caa3
     Current Rating: Caa3


SND Electronics: Taps BDO Seidman as Tax Accountants
----------------------------------------------------
SND Electronics, Inc. asks the U.S. Bankruptcy Court for the
District of Connecticut for permission to employ BDO Seidman, LLP,
as tax accountants.

BDO Siedman will provide the Debtor and its non-debot subsidiaries
with tax services for the year ended Dec. 31, 2006.  BDO Siedman
will:

   a. prepare the Debtor and its non-debtor subsidiaries' Federal
      Consolidated Income Tax return for the year ended Dec. 31,
      2005;

   b. prepare pro forma Federal separate company returns for SND
      Electronic's subsidiaries for the period ending Dec. 31,
      2005;

   c. prepare states of Connecticut, New York, California, Texas,
      and Alabama corporate income tax returns for SND
      Electronics' subsidiaries for the period ending Nov. 30,
      2005; and

   d. provide analysis of the Debtor's financial transactions.

Robert C. Pedersen, a partner at BDO Seidman, tells the Court that
the Firm will charge the Debtor:

      Transaction                         Amount
      -----------                         -------
      Retention Fee                       $10,750

      Upon providing information           $9,750
      for preparation of the
      corporate income tax returns

      Upon delivery of the tax returns     $5,250
                                          -------
      Total                               $25,750

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

Headquartered in Greenwich, Connecticut, SND Electronics, Inc. --
http://www.snd.com/-- distributes electronic equipment for   
computer and communications products.  The company filed for
chapter 11 protection on Mar. 9, 2006 (Bankr. D. Conn. Case No.
06-30286).  Douglas S. Skalka, Esq., at Neubert, Pepe, and
Monteith, P.C., represents the Debtor in its restructuring
efforts.  As of Feb. 24, 2006, the Debtor reported assets totaling
$10,323,554 and debts totaling $12,703,812.


SND ELECTRONICS: Taps Lakeside Advisors as Financial Consultant
---------------------------------------------------------------
SND Electronics, Inc. asks the U.S. Bankruptcy Court for the
District of Connecticut for authority to employ Lakeside Advisors
Group, LLC as its financial consultant.

Lakeside Advisors will:

   a. advise and assist the Debtor in forecasting, planning,
      controlling and other aspects of managing cash;

   b. advise and assist the Debtor in obtaining debtor in
      possession financing, if necessary;

   c. advise and assist the Debtor in the pursuit of credit
      insurance claims on foreign accounts receivable;

   d. advise and assist the Debtor in organizing resources and
      activities to effectively and efficiently plan, coordinate
      and manage the chapter 11 process, including communications
      with customers, lenders, suppliers, employees and other
      professional persons and parties in interest;

   e. assist the Debtor in designing and implementing programs to
      manage or divest assets, improve operations, reduce costs
      and restructure, as necessary, with the objective of
      improving the profitability and prospects for sale of, the
      Debtor's business;

   f. advise and assist the Debtor in its interactions with any
      official committees, other constituencies and their
      professionals including assisting in the preparation of
      monthly operating reports and other financial reports as
      may be required by the Court or parties in interest;

   g. advise and assist the Debtor in the development of an exit
      strategy from the bankruptcy process including assistance
      in the preparation of a plan of reorganization or
      liquidation, information to be included in a disclosure
      statement or, alternatively assisting in completing
      a sale of the Debtor's principal assets in the bankruptcy
      process;

   h. advise the Debtor with respect to resolving disputes and
      otherwise assisting in the management of the claims
      process;

   i. render expert testimony considering, among other things,
      the plan of reorganization or liquidation and other matters
      that may arise in this case consistent with the above
      described services; and

   j. provide other services consistent with those described
      above as may be necessary.

Michael E. Imber, a principal of Lakeside Advisors, tells the
Court that the Firm's professional bill $250 per hour.  Mr. Imber
discloses that for this engagement, the Firm will require a
retainer of $20,000.

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

Headquartered in Greenwich, Connecticut, SND Electronics, Inc. --
http://www.snd.com/-- distributes electronic equipment for   
computer and communications products.  The company filed for
chapter 11 protection on Mar. 9, 2006 (Bankr. D. Conn. Case No.
06-30286).  Douglas S. Skalka, Esq., at Neubert, Pepe, and
Monteith, P.C., represents the Debtor in its restructuring
efforts.  As of Feb. 24, 2006, the Debtor reported assets totaling
$10,323,554 and debts totaling $12,703,812.


SND ELECTRONICS: Committee Taps Pullman & Comley as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in SND Electronics,
Inc.'s chapter 11 case, asks the U.S. Bankruptcy Court for the
District of Connecticut for permission to retain Pullman & Comley,
LLC, as its counsel.

Pullman & Comley will:

   a) provide the Committee legal advice with respect to its
      powers during the continuance of the chapter 11 case;

   b) represent the Committee as an interested party-in-connection
      with any proceedings in this case which effect the
      creditors' rights;

   c) prepare on behalf of the Committee any necessary pleadings,
      reports or other legal papers;

   d) retain professionals to assist the Committee; and

   e) perform all other legal services for the Committee as may be
      necessary or appropriate.

Irve J. Goldman, Esq., and Jessica Grossarth, Esq., the principal
counsel of the Committee, will bill $350 and $235 per hour for
their work.

The Firm's professionals bill:

        Professional             Hourly Rate
        ------------             -----------
        Attorneys                $140 - $460
        Paralegals               $140 - $160

The Committee assures the Bankruptcy Court that Pullman & Comley
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 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.


SUNCOM WIRELESS: Moody's Junks Ratings & Says Outlook is Negative
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Suncom Wireless, Inc., to Caa3 with a negative outlook due to
the greatly increased probability that the company will seek to
restructure its balance sheet in the near term.  The ratings on
the company's 8.5% senior notes have been downgraded to Caa2,
while the company's speculative grade liquidity rating of SGL-4
was affirmed.

The affected ratings are:

Downgrades:

   Issuer: Suncom Wireless, Inc

   * Corporate Family Rating, Downgraded to Caa3 from Caa1

   * Senior Unsecured Regular Bond/Debenture, Downgraded to Caa2
     from Caa1

Outlook Actions:

   Issuer: Suncom Wireless, Inc

   * Outlook, Changed To Negative From Rating Under Review

Confirmations:

   Issuer: Suncom Wireless, Inc

   * Senior Secured Bank Credit Facility, Confirmed at B2

   * Senior Subordinated Regular Bond/Debenture, Confirmed at Ca

The Caa3 corporate family rating reflects the very high
probability of default by Suncom Wireless, Inc.  The auditors
report to the 2005 financial statements of Suncom Wireless, Inc.,
contains a going concern qualification noting "substantial doubt"
that Suncom Wireless can continue as a going concern since "it
will not have sufficient resources to meet its working capital
requirements, capital expenditures, contractual debt maturities,
interest payments and other activities past early 2007".  

Suncom Wireless consumed over $215 million of cash in 2005 and is
unlikely to generate positive cash flow in the near term.  The
negative rating outlook reflects Moody's concern that given both
the financial and operating difficulties facing Suncom Wireless,
the rating could continue to fall.  Moody's analysis focuses on
Suncom Wireless, Inc., excluding the $195 million of additional
liquidity at the parent company, Suncom Wireless Holdings, Inc.,
as additional investment by Holdings into its subsidiary appear to
be at the option of Holdings's management.

In addition to the company's considerable debt burden of
approximately $1.7 billion, Suncom Wireless's cost structure makes
the company uncompetitive.  While Suncom's average revenue per
subscriber at $52 per month is near industry average, Suncom
subscribers have much higher usage than typical subscribers.  This
increases costs due to high off network usage and lack of scale
economies compared to the four large national wireless carriers,
and reduced Suncom's adjusted EBITDA margins to below 5%.

In addition, relatively high margin roaming revenues are expected
to decline as rates are reduced and Cingular volumes migrate to
the Cingular network.  Consequently, improving the EBITDA margin
closer to the industry average of 35% will be extremely
challenging.  Thus, any restructuring will have to address the
company's cost structure in addition to its capital structure. For
even if Suncom were to restructure its debt to reduce its interest
expense burden, the company will require considerable liquidity
before EBITDA can cover Suncom's ongoing capital expenditure and
working capital requirements.

At this time, Moody's is confirming the B2 rating on Suncom
Wireless's senior secured term loan as these lenders are well
protected, in Moody's opinion, due to their collateral and
guarantee package and should enjoy full recovery in the event of
default.  The same cannot be said regarding the senior unsecured
debt, as Moody's believes these creditors are likely to suffer
impairment in the now increasingly likely event of default.
Consequently, Moody's downgraded the $725 million of 8.5% senior
notes to Caa2 reflecting the probability for a more than modest
impairment in the event of default.  The subordinated lenders are
the most poorly positioned in the capital structure are will
likely suffer substantial impairment upon any restructuring
warranting a Ca rating.

Suncom Wireless's SGL-4 rating reflects the weak liquidity profile
of the company.  Suncom Wireless consumed cash in 2005 and will
continue to do so over the coming four quarters.  While Suncom
Wireless, Inc., had approximately $155 million of cash and short-
term investments at Dec. 31, 2005, annual cash interest expense is
approximately $150 million, and the company has no liquidity
facility.  Given the high probability of default in the near term,
in Moody's opinion, the company's liquidity profile is best
characterized as "weak".

Moody's notes that market expectations for high recovery values
appear to rely on spectrum value assumptions that may not be
achieved.  While spectrum is a key asset for wireless service
providers, the supply of additional spectrum via upcoming FCC
auctions reduces the scarcity value of Suncom's spectrum holdings.  
Further, the recent purchase announcement by Leap Wireless for
spectrum of bankrupt Urban Comm values that spectrum significantly
below levels experienced in the most recent auction results from
Feb 2005.

Headquartered in Berwyn, Pennsylvania, Suncom Wireless, Inc., is a
regional wireless telecommunications service provider with
approximately 952,000 subscribers in the southeastern US and
Puerto Rico, and LTM revenues of $826 million.


TECHNICAL OLYMPIC: Moody's Rates New $250 Mil. Note Issue at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the new $250
million issue of senior notes of Technical Olympic USA, Inc.  At
the same time, Moody's affirmed all of the company's existing
ratings, including the Ba3 corporate family rating, Ba3 on the
existing issue of senior notes, and B2 on the existing issues of
senior subordinated notes. The ratings outlook remains stable.

The stable ratings outlook reflects Moody's expectation that the
company will maintain capital structure discipline while pursuing
its expansion opportunities by limiting reported debt leverage to
between 45% to 55%.

The ratings consider the moderately heavy adjusted debt leverage
employed, the developing strategy of moving more assets off the
balance sheet, the still-heavy geographic concentration in
Florida, and the lack of certainty with regard to the plans of
TOA's ultimate owner, Technical Olympic S.A., of Athens, Greece.

At the same time, the ratings are supported by the company's
transition from a start up/roll up operation to one that possesses
moderate size, scale, improved competitive position, and the
opportunity to harvest the benefits of the infrastructure
investment made in the last four years.  Moody's expects these
benefits to be translated into continued strong earnings growth
and improved financial ratio performance going forward.

The rating actions are:

   * Ba3 assigned on the $250 million of senior notes due 2011

   * Ba3 corporate family rating is affirmed

   * Ba3 on $300 million of 9% senior notes due July 1, 2010 is
     affirmed

   * B2 on $125 million of 7.5% senior subordinated notes due
     March 15, 2011 is affirmed

   * B2 on $185 million of 10.375% senior subordinated notes due
     July 1, 2012 is affirmed

   * B2 on $200 million of 7.5% senior subordinated notes due
     Jan. 15, 2015 is affirmed

All of the rated debt is guaranteed by the company's material
operating subsidiaries other than its mortgage and title
subsidiaries.

Headquartered in Hollywood, Florida, Technical Olympic USA, Inc.,
builds and sells single family homes largely for the move-up
homebuyer.  It also operates captive mortgage origination and
title insurance service companies.  It is 67%- owned by Technical
Olympic S.A. Revenues and net income for 2005 were approximately
$2.5 billion and $218 million, respectively.

Established in 1965 and headquartered in Athens, Greece, Technical
Olympic S.A., is one of the larger construction companies in
Greece, with additional construction ventures in the U.K.,
Romania, and the Balkans.  It is managed and approximately 46%-
owned by Constantine Stengos and his family.


TELECOM ARGENTINA: Intends to Pay Series A & B Notes on April 18
----------------------------------------------------------------
Telecom Argentina S.A. (NYSE: TEO & BASE: TECO2) reported its
intention to make a Note Payment on Series A Notes due 2014 and
Series B Notes due 2011 on April 18, 2006, or as soon as
practicable thereafter.  This Note Payment will result in the
payment in whole of the principal amortization scheduled to be
paid on Oct. 15, 2008, and April 15, 2009, (in total equivalent to
7.54% of Serie A Notes and 15% of Series B Notes).

The payment of the principal amortization scheduled for Oct. 15,
2008, will be made entirely with Excess Cash as of Dec. 31, 2005.  
The principal amortization payment scheduled for April 15, 2009,
will be partially made with Excess Cash as of Dec. 31, 2005, and
partially made as a voluntary prepayment.  The voluntary
prepayment will result in a reduction of Excess Cash amounts
payable under the Notes on the next Mandatory Prepayment Date.

Payment shall be made to the holders of the Notes held in global
form through the settlement systems of DTC, Euroclear and
Clearstream, as applicable.  Payments to holders of Notes in
certificated form will be made by wire transfer to the accounts of
the respective holders.

Telecom Argentina is a company incorporated under the laws of
Argentina with its registered office at:

     Telecom Argentina S.A.      
     Alicia Moreau de Justo 50
     Piso 10, C1107AAB
     Buenos Aires, Argentina

Telecom Argentina is one of Argentina's largest telecommunications
operators.  It provides local and long distance telephony, mobile
communications (through its subsidiary Telecom Personal), data and
Internet access services in Argentina.  It also operates a mobile
license in Paraguay through one of its subsidiaries.  Telecom
Argentina common stock is listed on the Buenos Aires Stock
Exchange under the ticker "TECO2" and Telecom Argentina ADSs are
listed on the New York Stock Exchange under the ticker "TEO".

                          *     *     *

On March 23, 2006, Standard & Poor's Ratings Agency has placed the
B- local and foreign currency issuer credit ratings of Telecom
Argentina S.A. to Watch Positive from Stable.


TELOGY INC: Files Third Amended Disclosure Statement in California
------------------------------------------------------------------
Telogy, Inc., and its debtor-affiliate e-Cycle L.L.C., submitted
to the U.S. Bankruptcy Court for the Northern District of
California a third amended disclosure statement explaining their
Fourth Amended Joint Plan of Reorganization.

                     Overview of the Plan

The Plan provides that the Debtors will reorganize through an
asset disposition transaction of the Debtors' businesses to the
Reorganized Debtors, newly formed Delaware limited liability
companies.  The Debtors say that the Reorganized Companies will
have a significantly deleveraged capital structure.

The Reorganized Debtors will operate the Debtors' business funded
from their ongoing business operations, and with the funding
available under the Exit Facility.  Reorganized e-Cycle will be
held as a subsidiary of Reorganized Telogy.

Holders of the Debtors' approximately $170.4 million of senior
secured debt, including accrued and unpaid interest, will exchange
their existing claims for equity interests in the Reorganized
Telogy, and the Debtors' $75.2 million, excluding accrued and
unpaid interest, of unsecured subordinated and junior subordinated
debt would be extinguished or exchanged for equity interests in
Reorganized Telogy.

                       Exit Facility

The Debtors tell the Court that on the Effective Date, Reorganized
Telogy and the Exit Lenders will enter into the Exit Financing
Agreements.  The Exit Facility will provide:

    (i) a revolving credit facility of at least $20 million,
        partially drawn as of the Effective Date;

   (ii) a term of five years;

  (iii) interest will be payable quarterly in arrears;

   (iv) the indebtedness of Reorganized Telogy and its
        subsidiaries evidenced by the Exit Facility will rank
        senior in right of payment to any and all subordinated
        indebtedness of such entities and pari passu in right of
        payment with all other existing and future unsubordinated
        indebtedness, including the New Term Loan;

    (v) secured with a first priority security interest in and
        lien on substantially all assets of Reorganized Telogy and
        its subsidiaries, pari passu with the Term Loan Notes;
   
   (vi) financial covenants customary for loans of this type, and
        will be agreed to by the Ad Hoc Lender Committee and the
        Debtors, including, without limitation, in respect of
        maximum capital expenditures and leverage and minimum cash
        balances;

  (vii) other covenants customary for debt of this type, and as
        will be agreed to by the Ad Hoc Lender Committee and
        Debtors; and

(viii) all documentation relating to the Exit Facility will be
        governed by the law of the State of New York.


                    Treatment of Claims

Under the fourth amended plan:

    * Allowed Administrative Claims;
    * DIP facility Claims;
    * Allowed Tax Claims;
    * Allowed Priority Claims;
    * Critical Vendor Claims; and
    * Convenience Claims,

will be paid in full.

Allow Priority Claims, at the Debtors' option, will be paid:

    (a) in the full allowed amount of the allowed claim in cash on
        the latest of:

         -- the Effective Date,
         -- the Allowance Date of such Claim or
         -- the date such Claim becomes payable according to its
            terms; or

    (b) on terms as may be agreed to by the Holder of the claim.

Holders of Prepetition Senior Secured Claims will receive, in full
satisfaction of their claims:

    (a) a pro rata share of 791,330 Series A New Shares;

    (b) a Pro Rata share of $30 million of the Term Loan Notes;
        and

    (c) a payment of $1.3 million in accordance with section 9.1
        of the Plan.

The legal, equitable and contractual rights to which the
Holder of the Charter One Secured Claims is entitled will be
reinstated and the Holder will be paid in accordance with such
legal, equitable and contractual rights.

If the Holder of a Pool Owner Claim doesn't accept the Pool
Purchase Offer and Compromise, and if it is determined that the
Holder has an Allowed Secured Claim, then the Holder of that claim
will have the collateral securing its claim abandoned to it in
full satisfaction and release of the allowed secured claim.

The Debtors tell the Court that allowed other secured claims will
receive either of theses treatments at their option:

    (a) the Plan will:

         (i) not alter the legal, equitable or contractual rights
             to which the claim entitles the holder or

        (ii) otherwise render the claim unimpaired pursuant to
             Section 1124 of the Bankruptcy Code;

    (b) the Debtors will distribute to the holder the property
        securing the claim;

    (c) the Holder will be accorded other treatment as may be
        agreed to; or

    (d) for any secured claim that is a secured Claim because of
        right of setoff, the Holder of that claim shall be
        permitted to offset the claim against amounts due to
        Debtors.

The Debtors tell the Court that if holders of subordinated claims
accept the Plan then they will receive in full satisfaction of
their claims, a pro rata share of  

    * 4,790 Series A New Shares; and

    * two series of Subordinated Claim Warrants, Series X and
      Series Y, to acquire 88,398 Series A New Shares.

The subordinated claim warrants granted to each holder of a
subordinated claim will be divided equally between the two series
and all subordinated claim warrants will vest on the effective
date.

However, the Debtors say that if holders of subordinated claims
vote to reject the Plan, then their claims will be treated as
general unsecured claims.

Holders of general unsecured claims will receive their pro rata
share of $100,000.

Holders of Intercompany Claims will not receive nor retain
anything under the plan.  Junior Subordinated Claims will be
discharged and holders of these claims will receive nothing under
the plan.  Equity Interests will be cancelled and holder of those
interests will also receive nothing under the plan.

A full-text copy of the Debtors' Third Amended Disclosure
Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060410051306

                      About Telogy Inc

Headquartered in Union City, California, Telogy, Inc. --
http://www.tecentral.com/-- rents, sells, leases electronic test
equipment including oscilloscopes, spectrum, network, logic
analyzers, power meters, OTDRs, and optical, from manufacturers
like Tektronix, Rohde & Schwarz.  Telogy, Inc., and its
debtor-affiliate, e-Cycle, LLC, filed for chapter 11 protection on
Nov. 29, 2005 (Bankr. N.D. Calif. Case No. 05-49371).  Ramon M.
Naguiat, Esq., at Pachulski, Stang, Ziehl, Young Jones & Weintraub
P.C. represents the Debtor in its restructuring efforts.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of more than $100 million.


TELUS COMMS: DBRS Confirms Ratings Following Corp. Reorganization
-----------------------------------------------------------------
Dominion Bond Rating Service released reports on TELUS Corporation
and its wholly owned subsidiary TELUS Communications Inc.  The
reports support the recent confirmation of the Company's credits
at BBB (high)/A (low), respectively, on Mar. 1, 2006, following
the Company's announcement that it had completed a corporate
reorganization that effectively combined its fixed-line and
wireless operations into one company, TELUS Communications
Company.

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


TENASKA ALABAMA: Moody's Reviewing B1 Bond Rating & May Upgrade
---------------------------------------------------------------
Moody's Investors Service placed the B1 rating of the senior
secured bonds of Tenaska Alabama Partners, L.P.'s, an 845 MW
natural gas and oil-fired project combined cycle power project in
Autauga County, Alabama, under review for upgrade.

The rating review for TAP is prompted by the review for upgrade of
The Williams Companies, Inc., initiated April 4, 2006 reflecting
improvements in operating performance and financial profile at
Williams.  Williams guarantees the payments of its subsidiary,
Williams Power Company, Inc., under a long-term fuel conversion
service agreement between Williams Power and TAP.

TAP's B1 rating is currently constrained by the credit profile of
Williams.  The FCSA is the source of essentially all of the
project's cash flow.  It is Moody's opinion that based on current
market prices for natural gas and power, the project would not
likely be able to generate sufficient cash to cover operating
costs and debt service without the Williams Power contract.

Other drivers of the TAP rating are supportive of a rating higher
than B1, including: TAP's historical operating performance, an
experienced operator, the benefit of a long term services
agreement, the expected stability of its highly contracted
projected cash flows, and projected debt service coverage ratios
in the range of 1.30 times.  The rating is highly likely to be
revised upward in the event of an upgrade of Williams senior
unsecured rating.

Tenaska Alabama Partners, L.P. is an 845 MW gas and oil-fired
power project located in central Alabama.


TEX STAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Tex Star Can, LLC
        1515 Emerald Plaza
        College Station, Texas 77845

Bankruptcy Case No.:

Chapter 11 Petition Date: April 3, 2006

Court: Southern District of Texas (Houston)

Debtor's Counsel: Lawrence J. Maun, Esq.
                  Lawrence J. Maun, P.C.
                  9800 Richmond Avenue, Suite 520
                  Houston, Texas 77042
                  Tel: (713) 266-2560
                  Fax: (713) 266-2568

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
West, Webb Albritton & Gentry                            $76,958
1515 Emerald Plaza
College Station, TX 77845

Regal Chemical Co.                                       $18,448
[Address not provided]

BWI                                                       $7,145
[Address not provided]

Snell Wylie & Tibbals                                     $5,552

Turfgrass America                                         $5,115

Patout & Company                                          $4,675

Estes, Incorporated                                       $4,660

Garrett Engineering                                       $4,250

Callaway Golf                                             $3,908

Farm Plan                                                 $2,487

Kolkhorst Petroleum Co., Inc.                             $2,288

Chrysler Financial                                        $1,860

Mid South Synergy                                         $1,580

Grimes County MUD #1          Taxes                       $1,460

Acushnet Company                                          $1,258

Srixon Sports USA, Inc.                                   $1,203

William Kerr Agency                                       $1,082

Card Service Center                                       $1,065

It's A Sign, LLC                                          $1,021

R & R Products, Inc.                                        $865


TIER TECHNOLOGIES: Nasdaq Extends Financials Filing Until June 5
----------------------------------------------------------------
As reported in the Troubled Company Reporter on March 21, 2006,
Tier Technologies, Inc. (NASDAQ:TIERE), received the decision of
the Nasdaq Listing Qualifications Panel granting the Company's
request for continued listing of its common stock on The Nasdaq
National Market, subject to certain conditions.  One of the
Panel's conditions for continued listing required that the Company
file with the Securities and Exchange Commission by May 5, 2006,
its Annual Report on Form 10-K for the fiscal year ended Sept. 30,
2005 and its Form 10-Q for the quarter ended Dec. 31, 2005.

On March 24, 2006, Tier concluded it would be unlikely to meet the
May 5, 2006 deadline because of delays that have occurred related
to the reconciliation of certain accounting records of one of
Tier's payment processing centers.  At that time, Tier sent a
letter to the Panel requesting an extension of the deadline until
June 5, 2006.

On March 31, 2006, Nasdaq granted Tier's request for the extension
and continued listing on The Nasdaq National Market, subject to
two conditions.  First, on or before April 5, 2005, the Company
was required to provide the Panel with a substantive status report
on the Audit Committee investigation that addresses specific
questions posed by the Panel.  Second, on or before June 5, 2006,
the Company will file its Form 10-K for the fiscal year ended
Sept. 30, 2005 and its Form 10-Q for the quarter ended Dec. 31,
2005.  In addition, in order to fully comply with the terms of the
Panel's exception, Tier must be able to demonstrate compliance
with all requirements for continued listing on The Nasdaq National
Market.  In the event it is unable to do so, Tier's common stock
could be delisted from The Nasdaq National Market.

As previously reported, the Audit Committee of the Company's Board
of Directors retained the independent law firm of Ropes & Gray LLP
in December 2005 to conduct an independent investigation of
restatement-related issues.  The scope of the investigation
includes:

     (i) examination of the qualitative and financial reporting
         issues giving rise to the restatement, including the
         issues Tier's management brought to the Audit Committee's
         attention;

    (ii) review of Tier's proposed restatement and related filings
         as they are prepared by the Company;

   (iii) review of accounting control and management issues that
         come to the Audit Committee's attention during the course
         of its investigation; and

    (iv) identification of remedial measures that the Audit
         Committee recommends the Company implement in light of
         its findings.

On April 5, 2006, Tier provided the Panel with a substantive
status report addressing the questions posed by the Panel on March
10, 2006, which the Company was required to address as a condition
of continued listing on The Nasdaq National Market.  While the
Company believes it has satisfied this condition to continued
listing, there can be no assurance that the Panel will find this
report satisfactory, in which case Tier's common stock could be
delisted from The Nasdaq National Market.

                           About Tier

Headquartered in Reston, Virginia, Tier Technologies, Inc. --
http://www.tier.com/-- is a leading provider of transaction  
processing and packaged software and systems integration services
for public sector clients.  The company combines its understanding
of enterprise-wide systems with domain knowledge enabling clients
to rapidly channel emerging technologies into their operations.  
The company focuses on sectors that are driven by forces that make
demand for its services less discretionary and are likely to
provide the company with recurring long-term revenue streams.

                          *     *     *

                            Defaults

As reported in the Troubled Company Reporter on March 21, 2006,
the expected restatement, the delayed availability of Tier
Technologies, Inc.'s financial statements for the fiscal year
ended Sept. 30, 2005, and the anticipated loss for the quarter
ended Sept. 30, 2005, constituted events of default under the
revolving credit agreement between the Company and its lender,
City National Bank.  In addition, the Company incurred similar
events  of default for the quarter ended Dec. 31, 2005.


UAL CORP: KBC Bank Asks Court to Lift Stay to Exercise Set-Off
--------------------------------------------------------------
United Air Lines, Inc., before it filed for bankruptcy protection,
maintained various operational bank accounts at KBC Bank NV in
Brussels, Belgium, including Account Nos. 427-9154491-73,
427-9154492-74, and 427-9154491-90.  The aggregate balance in
the Operational Accounts on the Petition Date was EUR2,751,729.

On December 12, 2002, United withdrew EUR1,000,000 from the
Operational Accounts leaving an aggregate balance of
EUR1,751,729.  In a letter dated December 20, 2002, KBC informed
United that it was placing an administrative freeze on the
Operational Accounts.

As of the Petition Date, United leased two B737 aircraft,
commonly known as tail numbers 955UA and 957UA pursuant to
certain lease agreements.  KBC is an owner participant under
these Lease Agreements.

In 2003, KBC sought to set off the funds it held in the
Operational Accounts against the due and owing prepetition lease
payments.  The Set-off Motion has been the subject of litigation
before the Bankruptcy Court, the United States District Court for
the Northern District of Illinois, Eastern Division, and the
Belgium Commercial Court, and remains pending before the
Bankruptcy Court.

KBC filed two claims against United's estate -- Claim Nos. 43707
and 43708 -- aggregating $23,6585,922, plus interest, fees and
costs.

United objected to the Claims and the Set-off Motion on several
grounds including that Belgian law does not permit set-off under
these circumstances.  United does not admit the liability or the
validity of the Claims nor does it admit that a set-off is
proper.

In recognition of the expense and the risk of litigation, the
parties have decided to settle their dispute.  The parties agree
that:

   a. the Objections and the Set-off Motion will be withdrawn,
      with prejudice;

   b. as soon as practicable, KBC will lift the administrative
      freeze on the Operational Accounts;

   c. after lifting the administrative freeze, Untied will remit
      to KBC $521,554 in full satisfaction of KBC's set-off
      claims against United;

   d. United will be entitled to retain the balance of the
      Operational Accounts upon its payment to KBC;

   e. the Claims will be allowed as a general unsecured claims
      for $23,658,922 against the United bankruptcy estate, in
      full satisfaction of any unsecured claims against the
      Reorganized Debtors;

   f. all other claims filed or asserted by KBC in the
      Reorganized Debtors' Chapter 11 cases are withdrawn, with
      prejudice; and

   g. the parties will exchange mutual releases.

                            About UAL

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006.  The Company
emerged from bankruptcy protection on February 1, 2006.  (United
Airlines Bankruptcy News, Issue No. 120; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


UAL CORP: Denver County & HSBC's $300-MM Claims Get Stock Reserve
-----------------------------------------------------------------
UAL Corporation and its debtor-affiliates' Plan of Reorganization
provides that on the Plan's effective date, the Reorganized
Debtors will reserve share of New UAL Common Stock for the benefit
of holders of disputed whose claims, if allowed may be entitled to
distributions of New UAL Common Stock.

The Debtors, the City and County of Denver, Colorado, and HSBC
Bank USA, National Association, entered into a stipulation to
establish what the New UAL Common Stock will be reserved under
the Plan on account of:

   -- Claim No. 38747 filed by Denver on May 12, 2003;

   -- Claim No. 36750 filed by HSBC on May 9, 2003.

Denver, HSBC and the Debtors agree that on the Effective Date,
the Debtors will reserve shares of New UAL Common Stock equal to
the amount necessary to satisfy distributions required under the
Plan if Claim Nos. 38747 and 36750 were allowed as unsecured
claims for $300,000,000.  However, Denver and HSBC will not be
entitled to distributions on account of these claims that exceed
the $300,000,000 Reserve.

                            About UAL

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006.  The Company
emerged from bankruptcy protection on February 1, 2006.  (United
Airlines Bankruptcy News, Issue No. 116; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


UAL CORP: U.S. Bank Holds $30,897,764 Unsecured Claim
-----------------------------------------------------
Pursuant to a Trust Agreement dated April 1, 2001, U.S. Bank
National Association serves as indenture trustee for the
$34,590,000 California Statewide Communities Development
Authority Special Facilities Revenue Bonds, Series 2001.  U.S.
Bank timely filed a proof of claim with respect to the Bonds for
$34,998,354 representing the principal and prepetition interest.

In 2003, the U.S. Bankruptcy Court for the Northern District of
Illinois partially lifted the automatic stay permitting U.S. Bank
to apply and disburse $1,123,717 in bond funds that it held.  The
Court further lifted the automatic stay to allow U.S. Bank to
apply and disburse certain construction funds that it held with
respect to the Bonds for $1,521,408.  The Construction Fund Order
also provided that U.S. Bank would continue to hold $1,455,465 of
the construction funds.

UAL Corporation and its debtor-affiliates sought the turnover of
the $1,455,465 in construction funds.  However, the Court allowed
the turnover of only $1,191,547 and authorized U.S. Bank to set
off $233,824 from the Disputed Construction Fund Amounts and the
$30,094 in postpetition costs.

The Debtors and U.S. Bank each appealed the order to the United
States District Court for the Northern District of Illinois,
which affirmed the Bankruptcy Court's order.  The Debtors and
U.S. Bank further appealed the District Court's order to the
United States Court of Appeals for the Seventh Circuit Court,
which has not issued a ruling yet.

To resolve the matter, the parties entered into a stipulation,
agreeing that:

   a. U.S. Bank will have an allowed $30,897,764 unsecured claim,
      which will be a Class 2E-6 Claim under the Debtors' Plan of
      Reorganization;

   b. If, as a result of the litigation concerning the Disputed
      Construction Funds currently pending in the Seventh
      Circuit, U.S. Bank turns over to the Debtors the Disputed
      Construction Funds, U.S. Bank will have an additional
      unsecured claim equal to the amount of the Construction
      Funds turned over.  The additional claim will also be under
      Class 2E-6.

   c. If, as a result of the litigation concerning the Disputed
      Construction Funds currently pending in the Seventh
      Circuit, U.S. Bank is authorized to offset amounts due to
      it from the Debtors, U.S. Bank may apply and disburse the
      Disputed Construction Funds.  If U.S. Bank is entitled to
      offset against all of the Disputed Construction Funds, then
      there will not be any additional claim.

                            About UAL

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006.  The Company
emerged from bankruptcy protection on February 1, 2006.  (United
Airlines Bankruptcy News, Issue No. 117; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VERILINK CORP: Files for Voluntary Chapter 11 Protection
--------------------------------------------------------
Verilink Corporation (NasdaqNM:VRLK) filed a voluntary petition
for reorganization under Chapter 11 of the U.S. Bankruptcy Code.  
Verilink called the filing a necessary step in its strategy to
reorganize its debt structure and relieve some of its financial
pressures.  Under Chapter 11, Verilink retains control of its
assets and is authorized to operate its business as a debtor-in-
possession under the jurisdiction of the U.S. Bankruptcy Court for
the Northern District of Alabama.

                    Turnaround CEO Appointed

Verilink has engaged the nationally recognized corporate advisory
and turnaround management services firm of Grisanti, Galef &
Goldress.  In addition, Verilink has named Lee N. Katz, a managing
partner of Grisanti, Galef & Goldress, as President and Chief
Executive Officer of Verilink.  Mr. Katz has over 30 years of
experience in corporate restructuring, turnarounds and workouts of
firms operating under federal bankruptcy protection.  Mr. Katz has
acted as Chairman, President and CEO of dozens of under-performing
closely held and public companies.  Most recently, Mr. Katz served
as Director of Reorganization of FirstPlus Financial Group, Inc.,
a multi-billion dollar mortgage company, where he restructured
over $1 billion in debt to enable the company to emerge from
Chapter 11 Bankruptcy.

"We want to assure our customers and suppliers that this filing
will not impact our day-to-day operations, and we remain committed
to serving the needs of our customers," said Mr. Katz.  "While
filing Chapter 11 is never an easy decision, we believe it will
provide Verilink with the flexibility needed to address Verilink's
financial challenges and valuable 'breathing room' to strengthen
Verilink's financial affairs."

"We are moving quickly to leverage our leading products and strong
customer relationships into developing a sound economic plan for
our company," said Jim Nevelle, Vice President of Sales and
Marketing of Verilink.

Verilink intends to operate in the normal course of business
during its Chapter 11 case and will continue payment of its
employees' wages and benefits and meeting its customer-related
obligations.

                 Workforce Reduction Implemented

Verilink has implemented a comprehensive cost-saving program that
includes a reduction in its workforce by approximately 20% as of
April 7, 2006.  As part of this action, Leigh S. Belden, previous
President and Chief Executive Officer, and Timothy R. Anderson,
previous Chief Financial Officer, were among the employees whose
last day of employment was April 7.  Verilink anticipates that Mr.
Belden and Mr. Anderson will assist Verilink in the reorganization
process in a consulting role.  Mr. Belden and Steven C. Taylor
have resigned from Verilink's board of directors as of April 8 and
April 9.

                      About Verilink Corp.

Headquartered in Hunstville, Alabama, Verilink Corporation --
http://www.verilink.com/-- is a leading provider of next-
generation broadband access solutions for today's and tomorrow's
networks.  The Company develops, manufactures and markets a broad
suite of products that enable carriers and enterprises to build
converged access networks to cost-effectively deliver next-
generation communications services to their end customers.  The
Company and its debtor-affiliate filed for chapter 11 protection
on April 9, 2006 (Bankr. N.D. Ala. Case No. 06-80566 & 06-80567).  
Robert McCay Dearing Mercer, Esq., at Powell Goldstein LLP,
represents the Debtors.  When the Debtors filed for protection
from their creditors, they listed total assets of $37,221,000 and
total debts of $23,913,000.


VERILINK CORP: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------

Debtor: Verilink Corporation
        127 Jetplex Circle
        Huntsville, Alabama 35758

Bankruptcy Case No.: 06-80566

Debtor affiliate filing separate chapter 11 petitions:

      Entity                     Case No.
      ------                     --------
      Larscom Incorporated       06-80567

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)

Debtors' 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

Debtors' 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


W HOLDING: Faces Nasdaq Delisting Due to Late 10-K Filing
---------------------------------------------------------
W Holding Company, Inc. (NYSE: WHI) reported that on April 5,
2006, the Company received notice from The Nasdaq Stock Market
indicating that the Company's Series B, C, D, E, F, G and H
preferred securities are subject to potential delisting from The
Nasdaq Stock Market for the Company's inability to file its Annual
Report on Form 10-K for the fiscal year ended Dec. 31, 2005 in a
timely fashion, as required under Marketplace Rule 4310(c)(14).

On March 16, 2006, the Company reported that it expects to
complete its previously reported restatement and file its Annual
Report on Form 10-K for the year ended Dec. 31, 2005, within 30
days after said date.

The Company intends to request a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination.  This
request will stay the delisting pending the hearing and a
determination by the Nasdaq Listing Qualifications Panel.  There
can be no assurance that the Panel will grant the Company's
request for continued listing of its preferred securities.

W Holding Company, Inc. (NYSE : WHI) -- http://www.w-holding.com/
-- is a Puerto Rico based financial holding company offering a
full range of financial services through their wholly-owned
subsidiaries, Westernbank Puerto Rico and Westernbank Insurance
Corp.  Westernbank offers a full range of business and consumer
financial services, including banking, trust and brokerage
services.  Westernbank Insurance Corp. is a general insurance
agent placing property, casualty, life and disability insurance.  
As of Sept. 30, 2005, Westernbank had total assets of $15.7
billion and a stockholders' equity of $1.2 billion.


WINN-DIXIE: Wants to Reject Seven Lease Termination Agreements
--------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject, effective as of the Petition Date, seven lease
termination agreements:

                                                    Effective Date
   Store No.  Non-Debtor Party                      of Agreement
   ---------  ----------------                      --------------
      264     E&A Acquisition II LP                   11/30/2004
      714     Bay Landing I, Inc.                     12/28/2004
      376     Lantana Square Shopping Center, Ltd.    12/01/2004
     1270     Invesco, LP                             12/15/2004
     1341     1997 Properties, LLC                    11/30/2004
     2462     440 Group, Ltd.                         01/24/2005
     2491     Vineyard Marketplace LP                 08/31/2004

The Debtors reserve the right to challenge the executory or
unexpired nature of any of the Termination Agreements.  The
rejections apply only to these Termination Agreements and do not
apply to any other agreements that the Debtors may have with the
Non-Debtor Parties, D. J. Baker, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York, tells the Court.

Each of the Termination Agreements provides for, among other
things:

    (a) the termination of the underlying lease of non-residential
        real property; and

    (b) the Debtors' payment to the landlord under each Lease of a
        specific amount in monthly installments over periods
        ranging from 6 months to 84 months.

According to Mr. Baker, the payments remaining under the Lease
Termination Agreements as of the Petition Date exceeded
$5,000,000 in the aggregate.

Although the Debtors recognize that the Termination Agreements
may not be executory and that they stopped making payments under
those agreements as of the Petition Date, the Debtors have
determined to reject the Termination Agreements out of an
abundance of caution.

Mr. Baker explains that by rejecting the Termination Agreements,
the Debtors will ensure that any continuing obligations arising
under the Termination Agreements -- agreements that have provided
no tangible benefit to their estates or creditors since the
Petition Date -- will be cut off and treated as prepetition
obligations.

To the extent that any party to a Termination Agreement has not
already filed a proof of claim for amounts arising under that
Termination Agreement, the Debtors ask the Court to set the
deadline for filing a proof of claim for rejection damages 10
days after approval of the rejection.

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 Court to Approve Modified AT&T Agreements
-----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates and AT&T Corp.
are parties to:

    * the AT&T Master Agreement,

    * the AT&T Service Order Attachment-Voice/Data Service, and

    * the Addendum to AT&T Service Order Attachment-Voice/Data
      Service.

The Prepetition Agreements provide the Debtors with data frame
relay network services that allow them to transport critical
data, including point of sale authorizations, inventory inquiries
and sales reports, between their various locations.

The Prepetition Agreements have become uneconomically unfavorable
to the Debtors, D. J. Baker, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, in New York, tells the Court.

Mr. Baker explains that the Prepetition Agreements contain, among
other problematic terms, contract-pricing provisions, intended to
guarantee a return to AT&T that will satisfy a "minimum annual
revenue commitment" or "MARC" that is based on the number of
stores previously operated by the Debtors.

With the Debtors' decision to sell or close in excess of 300
stores, they are now unable to satisfy the MARC.  Moreover, the
Debtors' ability to adjust contract pricing based on the existing
"business downturn" provision in the Prepetition Agreements has
been exceeded.  As a result, the Debtors are subject to a
shortfall penalty or a rate increase.

Mr. Baker relates that the Debtors have been engaged in
negotiations with AT&T to modify the MARC and address other
problematic terms in the Prepetition Agreements.  The
negotiations have produced an agreement in principal that is
substantially reflected in:

    * the Addendum #1 to AT&T Master Agreement,

    * the amended and restated AT&T Service Order Attachment-
      Voice/Data Service, and

    * the amended and restated Addendum to AT&T Service Order
      Attachment-Voice/Data Service.

Pursuant to these Postpetition Amendments:

    (a) the Debtors' MARC will be reduced from $3.48 million per
        year to $1.68 million per year;

    (b) the business downturn provision will permit a further 15%
        reduction in commitment before a rate increase is
        triggered;

    (c) the early termination penalties applicable to the last two
        years of the contract term will be reduced; and

    (d) the Debtors will be entitled to credits of $138,300 during
        the first month and, if agreed terms are satisfied,
        $276,000 in the 45th month of the amendment term.

The agreement in principle contemplates that the Debtors will
assume the Prepetition Agreements as modified by the Postpetition
Amendments, pursuant to Section 365(a) of the Bankruptcy Code.

In conjunction with the assumption of the Modified Agreements,
the Debtors have agreed that the prepetition unsecured non-
priority claim asserted by AT&T for $1,129,758, as evidenced by
Claim No. 833, will be allowed in full.

AT&T will facilitate the assumption by agreeing that:

    (a) the Debtors will not be required to pay the amount of the
        Prepetition Claim as cure under Section 365(b)(1)(A) of
        the Bankruptcy Code;

    (b) it will waive in full the requirements of Section
        365(b)(1);

    (c) the Prepetition Claim will not have administrative expense
        status as a result of the assumption of the Modified
        Agreements or for any other purpose; and

    (d) the Prepetition Claim will retain the status of a
        prepetition unsecured non-priority claim.

Accordingly, pursuant to Sections 105 and 365 of the Bankruptcy
Code and Rule 6006 of the Federal Rules of Bankruptcy Procedure,
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to:

    (a) approve their assumption of the Modified Agreements;

    (b) enforce AT&T's waiver of the requirements of Section
        365(b)(1);

    (c) allow the Prepetition Claim for $1,129,758; and

    (d) provide that the Prepetition Claim will not be paid as
        cure but will instead retain the status of a prepetition
        unsecured non-priority claim.

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 to Modify Claims Resolution Procedure
-------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U. S.
Bankruptcy Court for the Middle District of Florida to modify the
previously approved Claims Resolution Procedure to:

    (a) increase by $1,000,000, the aggregate amount of cash
        payments the Debtors can make to settle de minimis
        Litigation Claims; and

    (b) require mediation as a prerequisite to stay relief for
        liquidation of Litigation Claims.

A full-text copy of the revised Claims Resolution Procedures is
available for free at http://ResearchArchives.com/t/s?7aa

As of March 31, 2006, more than 12,900 proofs of claim have been
filed against the Debtors in their Chapter 11 cases, of which
3,200 Claims were unliquidated personal injury or property damage
claims for which litigation had been commenced or threatened
against the Debtors prepetition, D. J. Baker, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, in New York, tells the Court.

As of March 27, 2006, the Debtors have settled or have agreed to
settle 1,010 Litigation Claims asserting $100,711,436 for a total
settlement amount of $11,181,894 consisting of:

    -- $1,082,071 in cash payments; and
    -- the balance in allowed claims.

The resolution of these claims in this cost-effective manner has
significantly enhanced the value of the Debtors' estates, Mr.
Baker asserts.

As of March 31, 2006, the Debtors have utilized $1,082,071 of the
$1,500,000 allocated for de minimis settlements.

Mr. Baker explains that these de minimis cash payment settlements
have been particularly beneficial to the estate because these
claims have been settled at an average rate of 3.5% of the amount
demanded in the corresponding Proofs of Claim.  The Debtors
anticipate that they can resolve 300 of the remaining 1,400
Litigation Claims through de minimis cash payments if the
established limit is increased by $1,000,000.

Although 50 of the remaining 1,400 Litigation Claimants have
requested mediation of their claims pursuant to the Claims
Resolution Procedure, the remainder have not yet committed to
mediation, Mr. Baker tells the Court.  A handful of these
claimants have already filed motions seeking relief from the
automatic stay to liquidate their claims in other forums.

The Debtors estimate that the liquidation of the Litigation
Claims through:

    (a) litigation in the various state courts would cost the
        Debtors an average of $11,500 per claim in litigation fees
        and other costs, resulting in a total potential cost to
        the Debtors' estates of $16,000,000 in litigation fees and
        expenses; and

    (b) mediation under the Claims Resolution Procedure would be
        $2,400 per claim, resulting in a potential cost to the
        Debtors' estates of $3,400,000.

Based on these estimates, the mediation of the unresolved
Litigation Claims through the Claims Resolution Procedure could
potentially save the Debtors' estates up to $12,600,000 in
litigation fees and expenses.

The Claims Resolution Procedure, however, does not presently
require that Litigation Claimants participate in mediation prior
to seeking relief from the automatic stay to liquidate their
claims in other forums.

Mr. Baker asserts that the mediation of the claims would promote
the cost effective and timely liquidation and settlement of the
Litigation Claims.

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).


W.S. LEE: Court Okays Spence Custer as Bankruptcy Counsel
---------------------------------------------------------
W.S. Lee & Sons, Inc. and its debtor-affiliate, Lee Systems
Solutions, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the Western District of Pennsylvania to
employ Spence, Custer, Saylor, Wolfe & Rose, LLC as their counsel.

Spence, Custer is expected to:

   a. continue to provide advice and assistance to represent the
      Debtors' interest in the case;

   b. complete the filing of the appropriate schedules;

   c. advise the Debtors regarding their rights, options, and
      obligations under the Chapter 11 proceedings; and

   d. aid in formulating and proposing Plans and Disclosure
      Statements.

James R. Walsh, Esq., an attorney at Spence Custer, tells the
Court that the Firm's professionals bill $200 per hour.

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

Headquartered in Altoona, Pennsylvania, W.S. Lee & Sons, Inc. --
http://www.wslee.com/-- distributes food and non-food products  
primarily to schools, restaurants, hospitals and other
institutions in the Mid-Atlantic region.  The Company and its
wholly owned subsidiary, Lee Systems Solutions, LLC, filed for
chapter 11 protection on March 14, 2006 (Bankr. W.D. Pa. Case No.
06-70148).  James R. Walsh, Esq., at Spence Custer Saylor Wolfe &
Rose LLC, represents the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, they
estimated total assets of less than $50,000 and total debts
between $1 million and $10 million.  Documents submitted to the
Court however show that the Debtors are indebted to Omega Bank in
an amount of $20,021,000.


* Darrell Tamosuinas and W. Gregory Coward Join Stonehill Group
---------------------------------------------------------------
Darrell J. Tamosuinas and W. Gregory Coward have joined Stonehill
Group, LLP as Principals in Stonehill's Business Advisory Group,
which provides interim management and business advisory services
to management and boards of middle-market public and private
companies.  The scope of services provided by the Business
Advisory Group includes a full range of restructuring and
financial and operational performance improvement activities
relating to underperforming or troubled companies.

Mr. Tamosuinas has over 30 years of financial and operational
business experience, including:

     * company ownership;

     * partnership at Ernst & Young LLP including service as
       Director of their Restructuring Services for the Midwest
       Region;

     * Vice President, Chase Manhattan Bank's Corporate Bank,
       Petroleum Division; and

     * Principal at a Midwest corporate renewal firm.

He holds a B.S. in Mechanical Engineering from the University of
Southern California and an MBA from California Polytechnic
University.  He is a CPA and CIRA (Certified Insolvency &
Restructuring Advisor).

Mr. Coward has over 30 years of executive leadership experience,
including CEO of public and private company turnarounds with
complex marketing, manufacturing, and workforce situations, board
positions, and ownership and management of acquisitions and
startups in a wide variety of industries.  He holds a B.A. from
Trinity College and an MBA from Darden (University of Virginia).

Headquartered in Minneapolis, Minnesota, Stonehill Group, LLP --
http://www.stonehillgrp.com/-- is a financial services firm  
founded in December 2000.  The firm's partners, principals and
consultants have extensive, successful business experience as
CEOs, CFOs, directors, financial advisors and/or owners of, and
counselors to, public and privately held companies.  Stonehill
Group provides consulting services to companies facing unique and
important issues with business and financial components, such as
litigation, refinancing of the business, and major management,
operational, or insolvency issues.


* Leading Retailer, Joseph Nusim, Dies at Age 72
------------------------------------------------
Joseph Nusim, whose career as a leader in retailing spanned over
50 years and a turnaround specialist for troubled companies, died
of complications from lymphoma at his home in Wayne, New Jersey,
on April 3rd at the age of 72.

In the early 1970s he became Executive VP of the Jamesway
Corporation, a major merchandise retailer in 1985 he left to
become Chairman. CEO and Managing Director of Makro a division of
Dutch giant SHV when SHV expanded its European operation to the
US, bringing one of the first warehouse clubs to these shores.  
After overseeing the acquisition of Makro by K-Mart in 1990, Mr.
Nusim took on the challenge of turning around the troubled Channel
Home Centers as President and CEO.  When Channel was acquired by
Rickel Home Centers in 1996, he became Chairman and President
until 1998. Most recently he was Co-Chairman of the Board of
Loehmanns.  In 1998 he started the Nusim Consulting Group.  An
expert in turnaround issues facing retailers, he was a frequent
advisor and speaker on the subject.

He served on the Board of Directors of Frank's Nursery, Scotty's
Home Centers, Frankel's Home Furnishings. Herman's Sporting Goods,
Woodworkers Warehouse, Lion Brand, and Kimco Realty Corporation.
He served on the Advisory Board of Wells Fargo Bank Retail
Division and DJM Asset Management Corp.  He was a consultant to GE
Capital and the Blackstone Group.  A founder of the International
Mass Retail Association, he was on the Board and was a frequent
speaker on retailing and turnaround issues.

Mr. Nusim is survived by his second wife Rosemary, his son, Steven
Nusim of Montclair, N.J., a daughter Zina Nusim of East Brunswick,
N.J., a stepdaughter Kim Wood, three grandchildren, a brother
Stanley Nusim and a sister Roberta Nusim, both of New York City,

Contributions can be made to the Joseph Nusim Fund for Mantle Cell
Lymphoma, 20 Stoney Ridge Lane, Riverside, Conn. 06878.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (24)         122       (5)
Accentia Biophar        ABPI         (9)          39      (19)
AFC Enterprises         AFCE        (49)         213       40
Adventrx Pharma         ANX          (8)          24       (9)
Alaska Comm Sys         ALSK        (19)         576       28
Alliance Imaging        AIQ         (40)         675        1
AMR Corp.               AMR      (1,478)      29,495   (2,156)
Atherogenics Inc.       AGIX       (115)         198      173
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN       (77)          195      (29)
Blount International    BLT        (145)         455      112
CableVision System      CVC      (2,414)       9,845     (428)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO         (50)       1,080      122
Choice Hotels           CHH        (167)         265      (57)
Cincinnati Bell         CBB        (710)       1,863       16
Clorox Co.              CLX        (528)       3,567     (205)
Cogdell Spencer         CSA         (50)         178      N.A.
Columbia Laborat        CBRX        (15)          15       (3)
Compass Minerals        CMP         (79)         750      195
Crown Media HL          CRWN       (123)       1,274      (99)
Deluxe Corp             DLX         (82)       1,426     (277)
Denny's Corporation     DENN       (265)         513      (86)
Domino's Pizza          DPZ        (511)         461        4
DOV Pharmaceutic        DOVP        (19)         102       79
Echostar Comm           DISH       (867)       7,410      247
Emeritus Corp.          ESC        (113)         748      (29)
Emisphere Tech          EMIS        (15)          19       (1)
Encysive Pharm          ENCY        (11)         147      111
Foster Wheeler          FWLT       (313)       1,895     (146)
Gencorp Inc.            GY          (73)       1,057        9
Graftech International  GTI        (183)         887      245
H&E Equipment SE        HEES         (5)         531      (92)
Hercules Inc.           HPC         (25)       2,569      331
Hollinger Int'l         HLR        (170)       1,065     (354)
I2 Technologies         ITWO        (71)         202      (34)
ICOS Corp               ICOS        (59)         242      122
IMAX Corp               IMAX        (23)         243       35
Immersion Corp.         IMMR        (17)          45       29
Incyte Corp.            INCY        (19)         374      326
Indevus Pharma          IDEV       (126)         100       65
Investools Inc.         IED         (24)          73      (47)
Koppers Holdings        KOP        (195)         552      132
Kulicke & Soffa         KLIC         (3)         440      217
Labopharm Inc.          DDS          (3)          55       17
Level 3 Comm. Inc.      LVLT       (476)       8,277      242
Ligand Pharm            LGND       (110)         315     (102)
Linn Energy LLC         LINE        (45)         280      (51)
Lodgenet Entertainment  LNET        (70)         263       14
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         (83)       1,668      230
McMoran Exploration     MMR         (58)         408       67
NPS Pharm Inc.          NPSP        (98)         331      234
New River Pharma        NRPH         (6)          54       47
Nighthawk Radiol        NHWK        (78)          36        4
Omnova Solutions        OMN         (15)         360       65
ON Semiconductor        ONNN       (276)       1,148      202
Quest Res. Corp.        QRES        (73)         247      (61)
Qwest Communication     Q        (3,217)      21,497   (1,071)
Revlon Inc.             REV      (1,096)       1,044      121
Riviera Holdings        RIV         (31)         212        2
Rural/Metro Corp.       RURL        (89)         310       54
Rural Cellular          RCCC       (481)       1,481      130
Sealy Corp.             ZZ         (412)         895       24
Sepracor Inc.           SEPR       (165)       1,275      769
Spatialight Inc.        HDTV         (4)          12       (2)
St. John Knits Inc.     SJKI        (52)         213       80
Sun Healthcare          SUNH         (3)         512      (67)
Tivo Inc.               TIVO        (27)         162       27
USG Corp.               USG        (302)       6,142    1,579
Unigene Labs Inc.       UGNE        (17)          13      (11)
Unisys Corp             UIS         (33)       4,029      339
Vertrue Inc.            VTRU        (30)         446      (82)
Weight Watchers         WTW         (81)         835      (38)
Worldspace Inc.         WRSP     (1,492)         724      221
WR Grace & Co.          GRA        (559)       3,517      876

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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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