TCR_Public/060417.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 17, 2006, Vol. 10, No. 90

                             Headlines

ACTIVANT SOLUTIONS: Moody's Junks Rating on Senior Subord. Notes
ACTIVANT SOLUTIONS: S&P Rates Proposed $175MM Facilities at CCC+
ADVANCED MICRO: Earns $185 Million In First Quarter Ended March 26
ALIMENTATION COUCHE-TARD: Moody's Lifts Bank Loan Rating to Ba1
ALLIED HOLDINGS: Seeks Interim Relief Under Section 1113(e)

AMCAST INDUSTRIAL: Shutting Down Two Plants by June 2006
AMES DEPT: Wants Plan Solicitation Period Stretched to Oct. 26
AMES TRUE: Moody's Reviewing B3 & Caa Debt Ratings for Downgrade
ANCHOR GLASS: Wants to Assume O-N Minerals Supply Agreement
ARMSTRONG HOLDINGS: Balance Sheet Upside-Down by $1.3B at Dec. 31

AVIS BUDGET: Prices $1 Billion Senior Notes Offering
BOUNDLESS CORP: Delays Filing of 2005 Annual Report on Form 10-K
BRIGHTPOINT INC: S&P Lifts Corporate Credit Rating to BB- from B+
CADMUS COMMS: Buys Remaining 20% Stake of KnowledgeWorks Global
CENDANT CORP: Avis Budget Prices $1 Billion Senior Notes Offering

CHARTER COMMS: S&P Rates Proposed $5.3 Bil. Bank Financing at B
CHEMED CORPORATION: Earns $35.8 Million For 2005 Fiscal Year
CITIGROUP MORTGAGE: Moody's Rates 2 Certificate Classes at Low-B
COLLINS & AIKMAN: Court Approves Tax Claims Settlement Procedures
CURATIVE HEALTH: Disclosure & Confirmation Hearings Set for May 8

DELTA AIR: Ct. To Rule on Flight Attendants Union's Contract Today
DELTA AIRLINES: Must File Schedules & Statements by May 31
DELTA AIR: Court Okays Assumption of Lion Apparel Agreement
DELTA AIR: Wants to Walk Away from Atlanta Airport Tract 6 Lease
DOCTORS HOSPITAL: Court Extends DIP Agreements Through June 15

DOCTORS HOSPITAL: Hires Patton Boggs as Healthcare Counsel
DOLLAR GENERAL: Moves Forward with New Marketing Strategy
D.R. HORTON: Moody's Holds Ba1 Rating on Subordinated Note Issue
DUANE READE: S&P Lowers Corporate Credit Rating to CCC from CCC+
ECHOSTAR COMMUNICATIONS: Earns $1.51 Bil. For Year Ended Dec. 31

ENRON CORPORATION: Distributes $4,676,400,000 to Creditors
EXIDE TECHNOLOGIES: Court Approves Citicorp Settlement Agreement
EXIDE TECHNOLOGIES: Court Approves Fifth Third Leasing Settlement
FEDERAL-MOGUL: Plans to Shut Down Clinton Plant & Lay Off Workers
FORUM HEALTH: Higher Dec. 2005 Losses Cue Moody's Ba2 Bond Rating

G+G RETAIL: Committee Retains Mahoney Cohen as Financial Advisor
G+G RETAIL: Court Approves Financo as Investment Banker
G+G RETAIL: Court Approves CRP's Retention as Crisis Managers
GLOBAL HOME: Organizational Meeting on April 24 in Wilmington
GROSS PROPERTIES: Voluntary Chapter 11 Case Summary

HELIX ENERGY: Moody's Places Credit & Corp. Family Ratings at B2
HILITE INT'L: Weakening EBIT Margins Cue Moody's Junked Ratings
HUGHES NETWORK: S&P Affirms $450MM Sr. Unsecured Notes' B- Rating
INDYMAC HOME: Credit Support Erosion Cues Moody's to Cut Ratings
JACUZZI BRANDS: Offers to Buy Back $47MM of 9-5/8% Sr. Sec. Notes

J.L. FRENCH: Wants to Assume Executory Contracts with Grob Systems
KAISER ALUMINUM: Panel Supports Request to Block PBGC Agreements
LAURENTIAN BANK: DBRS Confirms Debentures Rating at BBB (Low)
LEAR CORP: Moody's Places $800 Mil. Term Loan Ratings at Low-B
LONG BEACH: Moody's Cuts Ratings & Reviewing for Further Downgrade

MARKSON ROSENTHAL: Case Summary & 19 Largest Unsecured Creditors
MEDQUEST INC: S&P Downgrades Rating to B- With Negative Outlook
MERIDIAN AUTOMOTIVE: Court Extends Exclusive Periods to July 31
MERIDIAN AUTOMOTIVE: Court Approves MASI's Stipulation With InSite
MERIDIAN AUTOMOTIVE: Can Enter Into Tennant Financial Agreement

METRIS TRUST: Moody's Confirms Ba2 Rating on Class D Securities
MILLS CORPORATION: Mills Limited Refinances $337 Million Debt
MILLS CORP: Lenders Agree to Waive Defaults through December 31
MIRANT CORP: NY-Gen Unit Gets Access to $5 Million DIP Financing
MIRANT CORP: TransCanada & Gas Transmission Hold $55 Mil. Claims

MUSICLAND HOLDING: Donlin Recano OK'd as Panel's Information Agent
NASDAQ STOCK: 15% LSE Equity Purchase Cues Moody's Ba3 Ratings
NAVISITE INC: Closes $73 Million Silver Point Term Loan Facility
NES RENTALS: Continues to Explore Options with Bear Stearns
NES RENTALS: Reports Strong Financial Gains in 2005

NORTEL NETWORKS: Names Dietmar Wendt to Lead Global Services
OCA INC: U.S. Trustee Appoints Five-Member Creditors Committee
OCA INC: Committee Taps William Steffes as Local Counsel
ONEIDA LTD: Disclosure Statement Hearing Scheduled on May 1
OPTI CANADA: S&P Assigns BB Long-Term Corporate Credit Rating

PLIANT CORP: Noteholders Say Disclosure Statement is Inadequate
PREDIWAVE CORP: Case Summary & 30 Largest Unsecured Creditors
PROGRESSIVE GAMING: Moody's Junks Bond and Corp. Family Ratings
PROSOFT LEARNING: VCampus Buying Company Under Chapter 11 Plan
PXRE GROUP: Asks Rating Agencies to Withdraw Claims Paying Ratings

PXRE GROUP: S&P Lowers Preferred Stock's Rating to CCC+ from B-
RADNOR HOLDINGS: Revolver Availability Increased to $85 Million
REAL ESTATE: Moody's Places Ratings on Six Cert. Classes at Low-B
REPUBLIC STORAGE: Wants to Hire Duff & Phelps as Investment Banker
SOLECTRON CORP: Discloses Second Fiscal Quarter Financial Results

SOLUTIA INC: Six Creditors Resigned from Creditors' Committee
SOLUTIA: Equity Panel Wants Discovery on Monsanto Issues Continued
SYBRON DENTAL: Inks $2 Billion Purchase Deal with Danaher Corp
SYBRON DENTAL: Danaher Merger Cues S&P to Put BB+ Rating on Watch
TOWER AUTOMOTIVE: Asks Court to Approve Settlements with Retirees

UAL: Pilots Demand Immediate Payment of Non-Qualified Benefits
UAL CORP: Amends Performance Incentive Plan & LT Incentive Plan
UNIVERSITY HEIGHTS: Retains McNamee Lochner as Bankruptcy Counsel
USA COMMERCIAL: Files Chapter 11 Protection in Nevada
USA COMMERCIAL: Case Summary & 26 Largest Unsecured Creditors

USG CORP: Court Okays Ch. 11 Plan Solicitation & Voting Procedures
USG CORPORATION: Gets More Time to Make Lease-Related Decisions
USG CORP: Wants Speights & Runyan Barred from Pursuing PD Claims
WATTSHEALTH FOUNDATION: Sells HMO Business to Care 1st for $30MM
WEEKS LANDING: Case Summary & 14 Largest Unsecured Creditors

WINN-DIXIE: Miramar Outparcel Sold to Bankatlantic For $2.7 Mil.
WINN-DIXIE: Diversified Wants Assumption or Rejection of Contract
WINN-DIXIE: Stipulation Resolving HP Hood's Reclamation Claim
XEROX CORP: DBRS Shifts Trend on BB Issuer Ratings to Positive
YUKOS OIL: Chapter 15 Petition Summary

* BOND PRICING: For the week of Apr. 10 - Apr. 14, 2006

                             *********

ACTIVANT SOLUTIONS: Moody's Junks Rating on Senior Subord. Notes
----------------------------------------------------------------
Moody's Investors Service affirmed Activant Solutions, Inc.,
corporate family rating of B2; assigned B2 ratings to its proposed
senior secured credit facilities and Caa1 to its senior
subordinated notes; and revised the outlook to negative from
developing.

Proceeds of the facilities will be used to finance the acquisition
of the company by a consortium of private equity groups; Hellman &
Friedman LLC, Thoma Cressey Equity Partners, Inc. and JMI Equity.
The outlook revision considers the weakening of Activant's credit
metrics following the pending acquisition.

Moody's also assigned the speculative grade liquidity ratings of
SGL-2. Upon closing of the transaction, the existing unsecured
notes ratings will be withdrawn.

The B2 corporate family rating reflects:

   1) the high leverage levels post closing;
   2) potential sensitivity to an economic downturn;
   3) likely continuation of the recent pace of acquisitions;
   4) challenges in the automotive vertical market; and
   5) relatively modest overall organic sales growth.

The rating also considers:

   1) Activant's expertise and strong customer following in the
      automotive, hardline/lumber and wholesale and distribution
      markets;

   2) the critical nature of the products to the end users
      business;

   3) diverse customer base; and

   4) the recurring nature of a large portion of their cash
      flows.

The B2 rating on the senior secured debt reflects its senior
position in the capital structure relative to the senior
subordinated notes as well as the benefits of security.

The Caa1 rating on the senior subordinated notes reflects their
junior most position in the debt structure and limited recovery
prospects in a distressed situation.

The ratings could be positively influenced by strong organic
revenue and cash flow growth accompanied by a significantly
reduced leverage.

Expanding market share through small acquisitions could provide a
positive influence although in the short run, the integration risk
and potentially increased debt may offset the upward pressure.
Conversely, the ratings could face downward pressure:

   -- should there be a decline in organic growth for an extended
      period;

   -- if the company is unable to reduce expenses during an
      economic slowdown; and

   -- if the company makes a large debt financed acquisition.

The SGL-2 rating reflects Moody's expectation that over the next
twelve months, the company will be able to fund its working
capital and capital expenditure requirements through cash flow.

In addition to Activant's cash flow from operations, the company's
liquidity will be bolstered by its undrawn $40 million senior
secured revolving credit facility.  The liquidity rating could be
negatively impacted by debt financed acquisitions during this
period.

The ratings are subject to review of final documentation of the
financing transaction.

This rating was affirmed:

   * Corporate family rating -- B2

These new ratings were assigned:

   * $40 million senior secured five year revolving credit
     facility -- B2

   * $390 million senior secured seven year term loan
     facility -- B2

   * $175 million senior subordinated notes due 2016 -- Caa1

   * Speculative Grade Liquidity rating -- SGL -- 2

Outlook is negative.

These existing ratings will be withdrawn upon closing of this
transaction and repayment of the existing notes:

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

   * $157 million (face value) senior unsecured notes due 2011
     -- B2; and

   * $260 million senior unsecured notes due 2010 -- B2

Activant is a leading provider of enterprise software and systems
to small to medium sized retail and wholesale businesses in the
automotive parts, hardlines and lumber, and wholesale and
distribution business industries in the United States and Canada.
Activant will be headquartered in Livermore, California, post
closing of the transaction.


ACTIVANT SOLUTIONS: S&P Rates Proposed $175MM Facilities at CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Livermore, California-based Activant Solutions Inc. to
'B' from 'B+' and removed the rating from CreditWatch, where it
was placed on March 13, 2006, with negative implications.

At the same time, Standard & Poor's assigned its 'B' rating, with
a '2' recovery rating to the company's proposed $430 million
senior secured bank facility, which will consist of:

   * a $40 million revolver (due 2011); and
   * a $390 million term loan (due 2013).

Standard & Poor's also assigned its 'CCC+' rating to Activant's
proposed $175 million senior subordinated notes facilities.  The
outlook is stable.

The bank loan rating, which is the same as the corporate credit
rating, along with the '2' recovery rating, reflect Standard &
Poor's expectation of substantial recovery of principal by
creditors in the event of a payment default or bankruptcy.

Proceeds from the three tranches of debt, along with about $244
million of sponsor equity and a small portion of cash from the
balance sheet, will be used to fund the acquisition of Activant.

The ratings downgrade reflects the substantial increase to
Activant's operating lease-adjusted debt leverage, which will be
above 6.5x following this transaction.

"The ratings on Activant reflect its narrow business profile,
acquisitive growth strategy and high debt leverage," said Standard
& Poor's credit analyst Ben Bubeck.

These are only offset partly by:

   * a leading position in its addressed vertical markets;
   * a significant amount of recurring revenue; and
   * consistent profitability.

Activant is a leading provider of business management software
and solutions to the retail hardlines, lumber and wholesale trade
vertical markets; along with the automotive aftermarket.  Pro
forma for the proposed recapitalization, the company had
approximately $595 million of operating lease-adjusted total debt
as of December 2005.


ADVANCED MICRO: Earns $185 Million In First Quarter Ended March 26
------------------------------------------------------------------
Advanced Micro Devices, Inc. (NYSE: AMD) reported sales of
$1.33 billion, operating income of $259 million, and net income of
$185 million for the first quarter ended March 26, 2006.

These results include a stock-based compensation expense of
$15 million due to the implementation of SFAS 123(R) and an
expense of $20 million associated with the partial redemption of
senior notes.

In the first quarter of 2005, excluding the Memory Products
segment1, AMD reported sales of $780 million and operating income
of $64 million.  In the fourth quarter of 2005, AMD reported sales
of $1.35 billion and operating income of $268 million.

"AMD had another great quarter," said Robert J. Rivet, AMD's chief
financial officer.  "Building on our positive momentum, we believe
we once again gained dollar market share based on strong customer
demand for AMD64 single and multi-core processors.  We expanded
our global customer base in the quarter, achieved record AMD
Opteron processor sales, increased our average selling price, and
realized year-over-year sales growth of 71%. Our manufacturing
strategy execution was excellent and our technology transitions
remain on track, with 65nm production shipments expected in the
second half of 2006.

"We also continued to execute against our plans to improve our
balance sheet.  We had a successful equity offering, reduced debt
and lowered our debt-to-capital ratio to 12%2."

First quarter gross margin increased to a record 58.5%, compared
to 57.3% in the fourth quarter of 2005.  The increase was largely
due to product mix improvement, higher desktop and mobile ASPs,
and manufacturing efficiencies.

Operating income was $259 million in the first quarter, up from
$64 million in the first quarter of 2005 and down slightly from
$268 million in the fourth quarter of 2005.

Solid first quarter sales were driven by ASP improvements from the
prior quarter and increasing customer adoption of AMD's server,
mobile and desktop offerings in the commercial segment.

Record AMD Opteron processor sales were driven, in particular, by
strong demand for dual-core processors for servers and
workstations.  Shipments of AMD Turion 64(TM) mobile processors
also increased quarter-on-quarter.

Geographically, processor sales were especially strong in Greater
China, Latin America, Russia and South Asia.

AMD expects second quarter sales to be flat to slightly down
seasonally from the first quarter of 2006.  If achieved, this
would approximate a 65% increase from comparable sales in the
second quarter of 2005.

                            About AMD

Advanced Micro Devices - http://www.amd.com/-- is a leading
global provider of innovative microprocessor solutions for
computing, communications and consumer electronics markets.
Founded in 1969, AMD is dedicated to delivering superior computing
solutions based on customer needs that empower users worldwide.
For more information visit

                            *   *   *

As reported in the Troubled Company Reporter on Jan. 31, 2006,
Standard & Poor's Ratings Services raised its ratings on
Sunnyvale, California-based Advanced Micro Devices Inc., including
its corporate credit rating, to 'B+' from 'B'.  In addition, the
ratings on the microprocessor manufacturer were removed from
CreditWatch with positive implications, where they were placed on
Jan. 24, 2006.  S&P says the ratings outlook is stable.

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Fitch Ratings revised Advanced Micro Devices Inc.'s Rating Outlook
to Positive from Stable and affirmed the company's 'B' issuer
default rating.   AMD's 'B/RR4' senior unsecured debt and 'BB/RR1'
senior secured bank credit facility are also affirmed.  Fitch's
action affected approximately $1.2 billion of  total debt.

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Moody's Investors Service raised the corporate family rating of
Advanced Micro Devices, Inc., two notches to Ba3, with a stable
outlook.


ALIMENTATION COUCHE-TARD: Moody's Lifts Bank Loan Rating to Ba1
---------------------------------------------------------------
Moody's Investors Service upgraded all ratings of Alimentation
Couche-Tard, Inc.  The upgrade is prompted by the operating and
financial progress that the company has made since the December
2003 acquisition of Circle K, and Moody's expectation that a
meaningful portion of future discretionary cash flow will be used
for further balance sheet improvement.

The rating outlook is stable.  The action concludes the rating
review that commenced on Jan. 26, 2006.

Ratings upgraded are:

   * Secured bank loan to Ba1 from Ba2,

   * $350 million 7.5% senior subordinated notes to Ba2 from Ba3,

   * Corporate family rating to Ba1 from Ba2.

Besides leverage reduction through debt repayment and increased
cash flow, the ratings reflect Moody's expectation that the
company will continue with its recent strategy of developing new
stores, making small acquisitions, and providing modest cash
returns to shareholder through its recently initiated dividend.
Moody's anticipates that gasoline profitability will eventually
retreat to normal levels following unprecedented recent highs, but
continued front-end growth will help to maintain good store level
margins

The stable outlook recognizes that a further upgrade is unlikely
within the medium-term because of the company's limited free cash
flow and Moody's concern regarding the potential for a sizable
debt-financed acquisition.

Over the longer term, ratings could move upward once the company's
scale increases such that incremental acquisitions would not
meaningfully impact credit metrics, if merchandise comparable
store sales remain positive while merchandise margins stay near
current levels, and if financial flexibility were to strengthen
such that EBIT covers interest expense by more than 5 times,
leverage falls below 2.5 times, and Free Cash to Debt can be
sustained above 12%.

Factors that could lead Moody's to consider a negative rating
action include a sustained reversal in the pattern of merchandise
sales improvement, an increase in debt for purposes such as
financing a sizable store count increase, or a reversal in debt
protection measure improvements such as debt to EBITDA approaching
4 times, EBIT to interest falling below 3.5 times, or free cash
flow to debt permanently falling below 5%.

Alimentation Couche-Tard, Inc., with headquarters in Laval,
Quebec, operates or licenses about 3,500 convenience stores in the
United States and Canada under the "Circle K", "Couche-Tard",
"Mac's", and other banners.  The company also licenses around
4,200 "Circle K" convenience stores in Mexico and East Asia.
Revenue for the twelve months ending Jan. 2005 was about US $9.5
billion.


ALLIED HOLDINGS: Seeks Interim Relief Under Section 1113(e)
-----------------------------------------------------------
Allied Holdings, Inc. (Pink Sheets: AHIZQ.PK) filed a motion
seeking interim relief from the Company's collective bargaining
agreement with the International Brotherhood of Teamsters under
Section 1113(e) of the U.S. Bankruptcy Code.

The motion was filed with the U.S. Bankruptcy Court for the
Northern District of Georgia, which is overseeing Allied Holdings'
Chapter 11 restructuring.

The motion requests a 10% reduction to current wages for employees
of Allied's subsidiaries in the United States represented by the
Teamsters.

The Company emphasized that the request for interim relief is made
in order to maintain Allied Holdings as a going concern, to
prevent irreparable damage to the Company, to preserve the jobs of
its employees, preserve the claims of the Company's financial
partners and, ultimately, avoid the threat of liquidation.

"We will continue to seek a long-term modification to our current
collective bargaining agreement with our U.S. employees
represented by the Teamsters, pending the court's ruling on the
motion," said Hugh E. Sawyer, President and Chief Executive
Officer.

"Nevertheless, we must also move quickly to secure cost
reductions, maintain adequate working capital and confirm to our
financial partners, customers, and other key constituencies that
we will maintain our efforts to actively manage this restructuring
process."

The interim relief request seeks approximately $2 million per
month in cost reductions from collective-bargaining employees
represented by the Teamsters, effective immediately upon the
court's approval.

The Company told the court that it meets the "irreparable harm"
standard for interim relief and must secure cost savings
immediately.

               Unpaid Leave for Salaried Employees

The Company also reported that all of its non-bargaining, salaried
employees in North America with annual salaries of less than
$80,000 will be required to accept a five-day, non-paid furlough
in June 2006 and those with annual salaries of $80,000 or more,
including the President and Chief Executive Officer, will be
required to accept ten days of unpaid furlough by June 2006, in
the event the Company's motion is approved.

The non-paid furloughs would reduce the Company's costs by
approximately $200,000 in May and approximately $800,000 in June
2006.

Mr. Sawyer added, "We have emphasized the need for sacrifice among
all of our constituencies as we seek to successfully emerge from
bankruptcy.  Our motion seeking interim relief regarding our
employees represented by the Teamsters requests a 10% reduction in
current wages.  We will also implement mandatory non-paid
furloughs for all of our salaried employees in North America if
our motion is approved by the court as a further sign of
additional sacrifice among our non-bargaining unit employees."

The Company previously reported that it will not have sufficient
availability to meet its working capital needs as early as May of
2006 under the present terms of the debtor-in-possession facility.
The Company is attempting to obtain additional liquidity to meet
its working capital needs but cannot provide assurances as to
whether it will be able to obtain additional liquidity.

The Company believes that the interim relief sought in its motion
and additional liquidity from other sources is necessary in order
to allow the Company to meet its working capital needs and avoid
further default under the facility.

                         Covenant Default

As reported in the Troubled Company Reporter on April 10, 2006,
the Company defaulted certain financial covenants contained in its
debtor-in-possession credit facility.  The Company entered into
two forbearance agreements with the lenders under the facility
whereby the lenders agreed to refrain from exercising certain of
their rights under the facility through April 18, 2006.

The Company is attempting to obtain an additional forbearance
agreement or an amendment to the debtor-in-possession facility
with its lenders.

                      About Allied Holdings

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


AMCAST INDUSTRIAL: Shutting Down Two Plants by June 2006
--------------------------------------------------------
Amcast Industrial Corporation will shutdown its plants in Gas City
and Fremont, Indiana sometime between June 16 and June 30, 2006,
leaving 500 employees jobless, Rachel Kipp of the Marion Chronicle
Tribune reports.  This is the company's latest attempt to restore
its profitability while under chapter 11 protection.

Ms. Kipp reports that Richard A. Lindenmuth, Amcast interim Chief
Executive Officer issued a statement saying, "th[ese] closures
will result in permanent employment loss for all employees at both
sites."  Mr. Lindenmuth however assured Amcast employees that,
"for the next 60 days, [they] will be paid their normal wages and
bonuses and all benefit programs will continue uninterrupted,"
reports Ms. Kipp.

The shutdown comes within about a week of the 60 days' notice of
layoffs that the company is required to give to employees and
state and local government officials under the federal Worker
Adjustment and Retraining Notification Act.

As reported in the Troubled Company Reporter on April 5, the
Debtors' primarily use their Gas City facility to manufacture
aluminum wheels for General Motors Corp. and other customers.  The
Debtors are negotiating the terms of their contractual pricing
with GM, their largest customer and revenue source.  The Debtors
are asking for certain pricing concessions from GM so that they
can continue to operate profitably.  Without concessions from GM,
Amcast has made it clear that the Gas City plant must be
shuttered.

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

Amcast Industrial Corporation and Amcast Automotive of Indiana,
Inc., filed for chapter 11 protection a second time on Dec. 1,
2005 (Bankr. S.D. Ind. Case No. 05-33322). David H. Kleiman, Esq.,
and James P. Moloy, Esq., at Dann Pecar Newman & Kleiman, P.C.,
represent the Debtors in their restructuring efforts.  Henry A.
Efromson, Esq., and Ben T. Caughey, Esq., at Ice Miller LLP,
represent the Official Committee of Unsecured Creditors.  Kevin I.
Dowd at Berkeley Square Group LLC serves as Amcast's financial
advisor.  The Creditors' Committee receives financial advice from
Thomas E. Hill at Alvarez & Marsal, LLC.  When the Debtor and its
affiliate filed for protection from their creditors, they listed
total assets of $97,780,231 and total liabilities of $100,620,855.


AMES DEPT: Wants Plan Solicitation Period Stretched to Oct. 26
--------------------------------------------------------------
Pursuant to Section 1121(d) of the Bankruptcy Code, Ames
Department Stores, Inc., Ames Merchandising Corporation,
Amesplace.com, Inc., Ames Realty II, Inc., and Ames
Transportation Systems, Inc., ask the U.S. Bankruptcy Court for
the Southern District of New York to further extend their
exclusive period to solicit acceptances for their Chapter 11 Plan
through and including Oct. 26, 2006.

George A. Davis, Esq., at Weil, Gotshal & Manges LLP, in New
York, tells Judge Gerber that the Debtors still haven't finished
the process of determining the full extent of their administrative
obligations and the resources available to satisfy those
obligations.

After taking into account the administrative expense claims
settled under the Claims Settlement Program, the Debtors
anticipate they will have approximately $76,000,000 in
administrative expense claims, many of which still need to be
reconciled.

According to Mr. Davis, the Debtors also need more time to
prosecute actions to avoid certain prepetition transfers pursuant
to Sections 547, 550, and 551 as well as other relevant
provisions of the Bankruptcy Code.

As of April 7, 2006, the Debtors have commenced approximately
1,800 Preference Actions.  The Debtors believe prosecution of the
Preference Actions will likely continue through the end of 2007.

The successful prosecution of the Preference Actions is critical
to a determination of the ultimate recovery available to
creditors in the Debtors' Chapter 11 cases, Mr. Davis asserts.

                        Terms of the Plan

The Debtors filed their consolidated Chapter 11 Plan with the
Court on Dec. 6, 2004.

Rolando de Aguiar, President and Chief Wind Down Officer of Ames
Department Stores, Inc., reports that the Plan provides for:

A. Substantive Consolidation

    Entry of the Confirmation Order will constitute the approval,
    pursuant to Section 105(a) of the Bankruptcy Code, effective
    as of the Effective Date, of the substantive consolidation of
    Ames Departments Stores and its affiliates for voting,
    confirmation, and distribution purposes under the Plan.

    After the Effective Date:

    (a) all the Debtors' assets and liabilities will be deemed
        merged into Ames;

    (b) all guaranties of any Debtor of the payment, performance,
        or collection of obligations of another Debtor will be
        eliminated and canceled;

    (c) any obligation of any Debtor and all guaranties executed
        by one or more of the other Debtors will be treated as a
        single obligation, and the guaranties will be deemed a
        single Claim against the consolidated Debtors;

    (d) all joint obligations of two or more Debtors and all
        multiple Claims against the entities on account of the
        joint obligations will be treated and allowed only as a
        single Claim against the consolidated Debtors;

    (e) all Claims between or among the Debtors will be canceled;
        and

    (f) each Claim filed in the Chapter 11 case of any Debtor will
        be deemed filed against the consolidated Debtors and a
        single obligation of the consolidated Debtors on and after
        the Effective Date.

    The substantive consolidation and deemed merger effected will
    not affect:

    (a) the Debtors' legal and organizational structure;

    (b) defenses to any Causes of Action or requirements for any
        third party to establish mutuality to assert a right of
        setoff; and

    (c) distributions out of any insurance policies or proceeds of
        the policies.

B. Establishment of the Liquidating Trust

    In the event the Plan Implementation Party elects to establish
    a Liquidating Trust to facilitate the liquidation and winding
    up of the Debtors, the Plan Implementation Party will transfer
    the Liquidating Trust Assets to the Liquidating Trust on the
    Transfer Date.

    The Plan Implementation Party consists of the Debtors, the
    Plan Administrator or the Trustee, as the case may be.

C. Closing of Chapter 11 Cases

    When all Disputed Claims filed against the Debtors have become
    Allowed Claims or have been disallowed by Final Order, and all
    of the Liquidating Trust Assets have been distributed in
    accordance with the Plan, the Trustee will seek authority from
    the Bankruptcy Court to close the Chapter 11 cases in
    accordance with the Bankruptcy Code and the Bankruptcy Rules.

    If at any time the Trustee determines that the expense of
    administering the Liquidating Trust so as to make a final
    distribution to its beneficiaries is likely to exceed the
    value of the assets remaining in the Liquidating Trust, the
    Trustee will apply to the Bankruptcy Court for authority to:

    (a) reserve any amounts necessary to close the Chapter 11
        Cases;

    (b) donate any balance to a charitable organization exempt
        from federal income tax under Section 501(c)(3) of the Tax
        Code that is unrelated to Ames, the Liquidating Trust, and
        any insider of the Trustee; and

    (c) close the Chapter 11 cases in accordance with the
        Bankruptcy Code and Bankruptcy Rules.

D. Cancellation of Existing Securities and Agreements

    Except for purposes of evidencing a right to distributions
    under the Plan, on the Effective Date, all the agreements and
    other documents evidencing the Claims or rights of any holder
    of a Claim against the Debtors, including all Indentures and
    Notes issued evidencing the Claims and any options or warrants
    to purchase Equity Interests, or obligating the Debtors to
    issue, transfer, or sell Equity Interests or any other capital
    stock of the Debtors, will be canceled.

    However, the Indentures will continue in effect solely for the
    purposes of:

    (x) allowing the Indenture Trustees to make any distributions
        on account of Allowed General Unsecured Claims in Class 3
        pursuant to the Plan and perform other necessary
        administrative functions with respect thereto; and

    (y) permitting the Indenture Trustees to maintain any rights
        or liens they may have for fees, costs, and expenses under
        the Indentures.

E. Debtors' Post-Confirmation Role

    (a) Payments and Transfers.  Except as otherwise provided in
        the Plan, on the Effective Date, or as soon thereafter as
        is reasonably practicable, the Debtors will make
        payments and transfers to holders of Allowed Claims.

    (b) Administration of Taxes.  Ames will be responsible for
        all tax matters of the Debtors until certificates of
        cancellation, dissolution, or merger for all the Debtors
        will have been filed.

    (c) Claims Administration and Prosecution and Plan
        Distributions.  Except as otherwise provided in the Plan,
        the Debtors will continue to have the power and authority
        to prosecute and resolve objections to Disputed Claims
        and to hold, manage, and distribute Plan distributions to
        the holders of Allowed Claims.

    (d) Dissolution.  Within 30 days after its completion of the
        acts required by the Plan, or as soon thereafter as is
        practicable, each Debtor will be deemed dissolved for all
        purposes without the necessity for any other or further
        actions to be taken by or on behalf of each Debtor.  Each
        Debtor will file with the office of the Secretary of State
        or other appropriate office for the state of its
        organization a certificate of cancellation or dissolution,
        or alternatively, it may be merged with and into another
        Debtor and so file an appropriate certificate of merger.

F. Effect of Confirmation

    As of the Effective Date, the property of the Debtors' estates
    will vest in the Plan Implementation Party.

A full-text copy of Ames' Chapter 11 Plan is available at no
charge at http://ResearchArchives.com/t/s?7e2

A full-text copy of Ames' Disclosure Statement is available at no
charge at http://ResearchArchives.com/t/s?7e3

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
77; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMES TRUE: Moody's Reviewing B3 & Caa Debt Ratings for Downgrade
----------------------------------------------------------------
Moody's Investors Service placed Ames True Temper's debt ratings
on review for possible downgrade following the recently announced
acquisition of Acorn Products for approximately $45 million.

On April 7, 2006, Ames acquired Acorn Products, a manufacturer and
distributor of non-powered lawn and garden tools, for roughly $45
million all of which was financed with drawdowns from its unrated
$130 million credit facility.

The rating review will focus on the impact the acquisition is
expected to have on Ames' operating and financial prospects,
taking into account integration challenges, possible synergies and
debt reduction plans.

The review will also assess management's plan for additional
future acquisitions.

These ratings were placed on review for possible downgrade:

   * Corporate family rating at B3;

   * $150 million floating rate senior notes at Caa1;

   * $150 million senior subordinated notes at Caa2

Ames True Temper is the leading North American manufacturer and
marketer of non-powered lawn and garden tools and accessories. For
the LTM ending Dec. 31 2005, the company had sales of
approximately $460 million.


ANCHOR GLASS: Wants to Assume O-N Minerals Supply Agreement
-----------------------------------------------------------
Pursuant to a Supply Agreement dated Jan. 1, 2004, O-N Minerals
(Chemstone) Company, aka Global Stone Chemstone Corp., committed
to sell limestone to Anchor Glass Container Corporation until
Dec. 31, 2006.

Kathleen S. McLeroy, Esq., at Carlton Fields PA, in Tampa,
Florida, tells the U.S. Bankruptcy Court for the Middle District
of Florida that O-N Minerals is an important supplier of limestone
to Anchor Glass.

As of March 27, 2006, Anchor Glass has not rejected the Supply
Agreement and continues to purchase limestone from O-N Minerals.

O-N Minerals has asserted a prepetition unsecured claim for
$124,988,24.

Anchor Glass and O-N Minerals have agreed to the compromise of the
prepetition claim for $87,492.  The parties also agreed to
continue the Supply Agreement until Dec. 31, 2006.

Accordingly, Anchor Glass asks the U.S. Bankruptcy Court for the
Middle District of Florida to:

  a. approve its claims settlement with O-N Minerals; and

  b. authorize it to assume the Supply Agreement.

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)


ARMSTRONG HOLDINGS: Balance Sheet Upside-Down by $1.3B at Dec. 31
-----------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) reported
$3,558.4 million of net sales for the year ending Dec. 31, 2005,
an increase of 1.7% from the $3,497.3 million reported for 2004.

Excluding the favorable effects of foreign exchange rates of
$22.2 million, consolidated net sales increased 1.1%.  Operating
earnings recorded for 2005 were $100.7 million compared to an
operating loss of $43.8 million for 2004.

During 2005, Armstrong recorded $16.9 million non-cash charges
related to changes to the U.S. pension plan, and $17.6 million of
fixed asset impairment.

During 2004, Armstrong recorded $108.4 million non-cash goodwill
impairment charges and a $44.8 million fixed asset impairment
charge related to European resilient flooring business.

For the fourth quarter 2005, net sales of $861.7 million were 0.7%
higher than fourth quarter net sales of $855.3 million in 2004.
Excluding the unfavorable effects of foreign exchange rates of
$10.3 million, net sales increased 2.0%.

An operating loss of $10.1 million was recorded for the fourth
quarter of 2005 compared to an operating loss of $134.8 million in
the fourth quarter of 2004.

During 2004, Armstrong implemented several manufacturing and
organizational changes to improve its cost structure and enhance
its competitive position.

The Company did not initiate any additional manufacturing or
organizational changes in 2005 but did incur costs in 2005 related
to previously announced cost reduction initiatives.

In 2005, charges for cost reduction initiatives totaled
approximately $53 million, of which approximately $21 million was
for accelerated depreciation and fixed asset impairments.

The charges for these initiatives incurred in 2004 totaled
approximately $50 million, of which approximately $32 million was
for accelerated depreciation and fixed asset impairments.  The
remaining amounts were primarily for severances and other related
costs.

               Segment Highlights for the Full Year 2005

Resilient Flooring

Resilient Flooring net sales of $1,185.4 million in 2005 decreased
from net sales of $1,215.1 million in 2004.  Excluding the
favorable impact of foreign exchange rates of $9.0 million, 2005
net sales declined approximately 3% versus 2004.

The decline was related to lower laminate sales volume related to
a decision by a major customer to increase purchases of non-
Armstrong laminate flooring products, and by a decline in
residential vinyl sales as consumer preference in the market
continued to shift away from vinyl products.

An operating loss of $25.8 million was recorded in 2005 compared
to an operating loss in 2004 of $150.2 million.  2005 operating
results reflect the negative impact of sales volume declines and
increased cost to acquire petroleum-based raw materials.

Contributing to the 2004 loss were a $108.4 million non-cash
goodwill impairment charge, a $44.8 million non-cash fixed asset
impairment charge related to the company's European resilient
business and $32.7 million cost reduction initiative charges.

Wood Flooring

Wood Flooring net sales of $833.9 million in 2005 were level with
sales of $832.1 million in the prior year.  Unit volume increased
2% while prices were lowered in response to declining lumber
prices.

Operating income grew to $60.9 million in 2005 compared to
operating income of $51.4 million in 2004.  Operating results
benefited from increased volume, manufacturing efficiencies
related to cost reduction initiatives and improvements in
productivity at some plant locations.  The improvement was made
despite fixed asset impairment charges of $15.4 million in 2005.

Textiles and Sports Flooring

Textiles and Sports Flooring net sales of $279.0 million
increased in 2005 compared to $265.4 million in 2004.  Excluding
the $4.2 million translation effect of changes in foreign exchange
rates, net sales increased by 3.5%, primarily due to strong volume
and favorable mix in carpet tile and sports flooring.

An operating loss of $4.4 million was recorded in 2005 compared to
an operating loss of $7.1 million recorded for 2004.  The reduced
2005 operating loss was primarily due to increased sales volume,
improved product mix, manufacturing efficiencies and reduced
overhead expenses.

Building Products

Building Products net sales of $1,047.6 million in 2005
increased from $971.7 million in the prior year.  Excluding
the $8.8 million translation effect of the changes in foreign
exchange rates, sales increased by 6.8%, primarily due to
higher sales volume in commercial markets and improved pricing.

Operating income increased to $148.5 million from $127.0 million
of operating income in 2004.  Volume growth and increased equity
earnings in WAVE drove operating income improvement.  Price
realization essentially offset inflationary pressure from raw
materials, energy and freight.

Cabinets

Cabinets 2005 net sales of $212.5 million were level with 2004
sales of $213.0 million.  Operating loss of $9.7 million was
recorded in 2005 compared to an operating income of $1.4 million
in the prior year.  Operating losses in 2005 were primarily caused
by manufacturing inefficiencies resulting from plant consolidation
and higher SG&A expenses.

At Dec 31, 2006, Armstrong Holdings' liabilities surpassed its
assets by $1.305 billion.

A full-text copy of Armstrong's 2005 Annual Report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?7e4

                         About Armstrong

Armstrong Holdings, Inc. is the parent company of Armstrong World
Industries, Inc.,

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  (Armstrong Bankruptcy News, Issue No. 90; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


AVIS BUDGET: Prices $1 Billion Senior Notes Offering
----------------------------------------------------
Avis Budget Car Rental, LLC, has priced a private offering of
$1 billion aggregate principal amount of its senior notes, which
includes:

     * $375 million in aggregate principal amount of its 7.625%
       senior notes due 2014,

     * $375 million in aggregate principal amount of its 7.75%
       senior notes due 2016, and

     * $250 million in aggregate principal amount of its floating
       rate senior notes due 2014.

Cendant Corporation's (NYSE:CD) vehicle rental business intends to
use the net proceeds from this offering, together with term
borrowings under its new senior secured credit facility,
principally to repay asset-backed vehicle indebtedness.  The notes
are unsecured and are not guaranteed by Cendant.

This offering is part of Cendant's plan to separate Cendant into
four independent, pure-play companies -- one each for Cendant's
real estate, travel distribution, hospitality and vehicle rental
businesses.

Closing of the offering of the notes is scheduled for April 19,
2006 and is subject to customary conditions.  The closing of the
sale of the notes is not contingent upon the consummation of
Cendant's planned separation transactions.

The notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and outside the United States pursuant to
Regulation S under the Securities Act.

The notes have not been registered under the Securities Act and
may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

                    About Cendant Corporation

Headquartered in New York City, Cendant Corporation --
http://www.cendant.com/-- is primarily a provider of travel and
residential real estate services.  With approximately 85,000
employees, the Company provides these services to businesses and
consumers in over 100 countries.

                  About Avis Budget Car Rental

Based in Parsippany, New Jersey, Avis Budget Car Rental, LLC --
http://www.avis.com/-- operates two of the most recognized brands
in the global vehicle rental industry through Avis Rent A Car
System, LLC, and Budget Rent A Car System, Inc.  Avis is a leading
rental car supplier to the premium commercial and leisure segments
of the travel industry and Budget is a leading rental car supplier
to the price-conscious segments of the industry.


                          *     *     *

As Reported in the Troubled Company Reporter on March 22, 2006,
Fitch Ratings expects to assign a 'BB' Issuer Default Rating and
a 'BB-' senior unsecured debt rating, with a stable outlook, to
Avis Budget Rental Car, LLC, in connection with Cendant Corp.'s
decision to split itself into four publicly traded companies
through share stock dividends of existing companies.  From a legal
perspective, Avis Budget Group, the ultimate parent company of ABC
LLC, will be the surviving corporate entity of Cendant.  The split
is expected to be completed by October 2006.  Fitch expects the
effective spin-off from Cendant will not result in any significant
changes to the key elements of ABC's existing strategic plan or
management.


BOUNDLESS CORP: Delays Filing of 2005 Annual Report on Form 10-K
----------------------------------------------------------------
Boundless Corporation will delay filing its 2005 Annual Report on
Form 10-K with the Securities and Exchange Commission.  Delays in
completing its 2005 audit precluded filing the annual report by
the March 31 deadline.

The 2005 audit is delayed because the Company had to allocate
significant time and resources to file its:

   -- 2003 annual report on Form 10-K;

   -- 2004 annual report on Form 10-K; and

   -- quarterly reports on Form 10-Q for all quarters of 2004 and
      2005.

These reports were filed from March 2 through March 8, 2006.

Headquartered in Hauppauge, New York, Boundless Corp., is a global
technology company and is composed of two subsidiaries: Boundless
Technologies, Inc., a desktop display products company, and
Boundless Manufacturing Services, Inc., an emerging EMS company
providing build-to-order systems manufacturing, printed circuit
board assembly.  The Company and its four affiliates filed for
chapter 11 protection on March 12, 2003, with the U.S. Bankruptcy
Court for the Eastern District of New York.

At Sept. 30, 2005, Boundless Corp.'s stockholders' deficit
widened to $15,076,000 from a $14,905,000 equity deficit at
Dec. 31, 2004.

                            *   *   *

                       Going Concern Doubt

BP Audit Group, PLLC, the Company's auditor, expressed substantial
doubt about Boundless Corporation's ability to continue as a going
concern after it audited the Company's financial statements for
the years ended Dec. 31, 2004, and 2003.  The auditing firm
pointed to the Company's:

     -- and its subsidiaries' Chapter 11 bankruptcy filing;

     -- substantial losses from operations since 2000; and

     -- stockholders' deficit.

BP Audit stressed that the continuation of the Company's business
as a going concern depends on its ability to confirm a plan of
reorganization under the Bankruptcy Code and emerge from
bankruptcy protection and then subsequently, among other things:

      -- the ability of the Company to restructure the terms of
         its secured debtors-in-possession financing to reduce its
         cost of borrowing;

      -- the ability of the Company to negotiate trade financing
         with suppliers at acceptable terms;

      -- the ability of the Company to negotiate contracts for the
         sale of its manufacturing services to customers to
         provide additional liquidity for operations;

      -- the ability of the Company to generate cash from
         operations and to maintain adequate cash on hand; and

      -- the ability of the Company to achieve profitability.


BRIGHTPOINT INC: S&P Lifts Corporate Credit Rating to BB- from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Indianapolis, Indiana-based Brightpoint Inc. to 'BB-'
from 'B+'.

The upgrade reflects expectations that Brightpoint will sustain
its profitable revenue growth and good financial profile for the
rating.  The outlook is revised to stable from positive.

"The rating on Brightpoint reflects the company's narrow product
base, significant supplier concentration, and stable but
relatively modest operating margins," Standard & Poor's credit
analyst Martha Toll-Reed said.

These factors are partly offset by Brightpoint's good market
position and minimally leveraged balance sheet.

Brightpoint is a leading distributor and provider of value-added
logistics services in the fragmented and highly competitive
wireless communications products distribution market.  Fiscal 2005
revenues were $2.1 billion.

Double-digit growth in worldwide wireless product shipments is
expected to continue, based on:

   * increased market penetration, particularly in developing
     countries; and

   * a significant base of replacement product sales.

Brightpoint's revenue growth is expected to generally reflect
industry growth rates, but could be more moderate, based on the
company's strategic emphasis on logistics services, which have a
smaller revenue impact than distribution services.

Consolidated EBITDA margins (adjusted for capitalized operating
leases) improved to 2.8% in fiscal 2005, from 2.4% in the prior
two years, largely driven by strong growth in the more profitable
Americas division.

Although consolidated EBITDA margins are expected to remain in the
2.5% to 3.0% range, growth and operating performance by geographic
segment have been more volatile.

Assuming consistent profitability, free operating cash flow levels
are expected to be moderately positive, driven by good working
capital management and the growth of Brightpoint's less capital-
intensive logistics business.  Capital expenditures are expected
to remain modest.


CADMUS COMMS: Buys Remaining 20% Stake of KnowledgeWorks Global
---------------------------------------------------------------
Cadmus Communications Corporation (Nasdaq: CDMS) purchased,
through a subsidiary, the remaining 20% of KnowledgeWorks Global
Limited from Datamatics Technologies Limited.

This gives the Company 100% ownership of its content services
operations in Mumbai and Chennai, India.

KGL was formed in 2003 as a joint venture with DTL, a business
process outsourcing services provider in India.  KGL provides a
full range of content processing, content management and related
services to scientific, technical and medical, scholarly and
educational publishers, and other organizations on a global basis.

"We are very excited about the potential for KGL and our ability
to continue to grow our services to the STM and education markets
through the use of our global content services platform," Bruce V.
Thomas, president and chief executive officer of Cadmus,
remarked.

"Our operations in Mumbai and Chennai provide a full range of
highly automated content services including copy editing, issue
management, composition, SGML/XML processing and data conversion.

"We felt the time was right to negotiate the termination of the
joint venture agreement to provide us with 100% ownership of the
operations in India and as we continue to expand our global
operations.

"We are extremely grateful to DTL and to Dr. Lalit Kanodia,
founder and chairman of DTL, who has served as a director for KGL,
for the relationship that has existed since 2000 and for our
partnership in establishing KGL in 2003," Mr. Thomas continued.

"We have obtained a great deal of knowledge about conducting
business in India and learned from one of the leading business
process outsourcing providers in India.

"We believe entering the market in India through the joint venture
with DTL helped us limit our risk, gave us insight into business
operations in India, and helped us establish our content services
platform in a manner that could quickly and efficiently serve the
needs of our customers."

In August of 2005, Cadmus transferred Atul Goel to Mumbai to serve
as President and COO of KGL.  Mr. Goel was formerly the senior
vice president of Cadmus' U.S. Production Technology operations
and has been instrumental in developing the workflows and systems
that link Cadmus and KGL production operations.

Mr. Goel will be focused on further integration and
standardization of workflows allowing Cadmus to offer both its
U.S. and international publishing customers a number of
standardized workflows, which will optimize the mix of localized
service and offshore production that best meets each publisher's
needs.

Furthermore, Mr. Goel will continue to guide the growth and
development of the KGL team to meet the expanding outsourcing
needs of U.S. and international publishers.

                      About KnowledgeWorks

KnowledgeWorks Global Limited -- http://www.kwglobal.com/-- is an
Indian-based content services company that is owned by Cadmus
Communications Corporation.  KGL provides a full range of content
processing, content management, XML coding and related services to
scholarly, educational, and trade publishers around the world.
KGL operates two processing centers in India, Mumbai and Chennai,
with employees skilled in major publishing production platforms
including XyVision, 3B2, TeX, Quark and InDesign.

                          About Cadmus

Based in Richmond, Virginia, Cadmus Communications Corporation --
http://www.cadmus.com/-- provides end-to-end, integrated graphic
communications services to professional publishers, not-for-profit
societies and corporations.  Cadmus is the world's largest
provider of content management and production services to
scientific, technical and medical journal publishers, the fifth
largest periodicals printer in North America, and a leading
provider of specialty packaging and promotional printing services.

                          *     *     *

Cadmus Communications' 8-3/8% Senior Subordinated Notes due 2014
carry Moody's Investors Service's B2 rating and Standard & Poor's
single-B rating.


CENDANT CORP: Avis Budget Prices $1 Billion Senior Notes Offering
-----------------------------------------------------------------
Cendant Corporation (NYSE:CD) reported that the parent of its
vehicle rental business, Avis Budget Car Rental, LLC, has priced a
private offering of $1 billion aggregate principal amount of its
senior notes, which includes:

     * $375 million in aggregate principal amount of its 7.625%
       senior notes due 2014,

     * $375 million in aggregate principal amount of its 7.75%
       senior notes due 2016, and

     * $250 million in aggregate principal amount of its floating
       rate senior notes due 2014.

Cendant's vehicle rental business intends to use the net proceeds
from this offering, together with term borrowings under its new
senior secured credit facility, principally to repay asset-backed
vehicle indebtedness.  The notes are unsecured and are not
guaranteed by Cendant Corporation.

This offering is part of Cendant's plan to separate Cendant into
four independent, pure-play companies -- one each for Cendant's
real estate, travel distribution, hospitality and vehicle rental
businesses.

Closing of the offering of the notes is scheduled for April 19,
2006 and is subject to customary conditions.  The closing of the
sale of the notes is not contingent upon the consummation of
Cendant's planned separation transactions.

The notes will be offered in the United States to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended, and outside the United States pursuant to
Regulation S under the Securities Act.  The notes have not been
registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable
exemption from the registration requirements.

                   About Avis Budget Car Rental

Based in Parsippany, New Jersey, Avis Budget Car Rental, LLC --
http://www.avis.com/-- operates two of the most recognized brands
in the global vehicle rental industry through Avis Rent A Car
System, LLC and Budget Rent A Car System, Inc.  Avis is a leading
rental car supplier to the premium commercial and leisure segments
of the travel industry and Budget is a leading rental car supplier
to the price-conscious segments of the industry.

                    About Cendant Corporation

Headquartered in New York City, Cendant Corporation --
http://www.cendant.com/-- is primarily a provider of travel and
residential real estate services.  With approximately 85,000
employees, the Company provides these services to businesses and
consumers in over 100 countries.

                          *     *     *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services assigned its 'BBB-' rating
and '1' recovery rating to Cendant Car Rental Group LLC's
$2.375 billion secured credit facility.  The facility consists of:

   * a $1.5 billion revolving credit facility that matures
     in 2011; and

   * an $875 million term loan that matures in 2012.

At the same time, Standard & Poor's assigned its 'BB-' rating to
the company's $1 billion of senior unsecured notes that mature in
2014 and 2016.  Proceeds will be used to reduce asset-backed debt.

The financings are associated with Cendant Corp.'s plans to
separate itself into four entities by the fall of 2006.


CHARTER COMMS: S&P Rates Proposed $5.3 Bil. Bank Financing at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Charter
Communications Operating LLC's proposed $5.3 billion senior
secured bank financing, consisting of:

   * a $5 billion seven-year term loan; and
   * a $300 million one-year revolving credit facility.

The borrower is a holding company indirectly owned by the ultimate
parent, Charter Communications Inc., which directly owns all of
the material operating subsidiaries.

These facilities are rated 'B' (two notches higher than the 'CCC+'
corporate credit rating on Charter Communications Inc.) with a
recovery rating of '1', indicating the expectation for full
recovery of principal in the event of a payment default.

Proceeds will be used to refinance the existing:

   * $2 billion term loan A, due 2010; and
   * $3 billion term loan B, due 2011.

All other ratings on Charter, including the 'CCC+' corporate
credit rating are affirmed.  The outlook is negative.

"The proposed bank transaction reduces near-term financial
pressure by eliminating existing term loan A amortization that
begins in 2007, and extending term loan B maturities to 2013 from
2011," Standard & Poor's credit analyst Eric Geil said.

Nevertheless, Charter's:

   * weak revenue growth;
   * flat EBITDA;
   * high interest expense;
   * substantial capital expenditures; and
   * sizable negative discretionary cash flow

continue to overwhelm the incremental financial profile
enhancement.

Although Charter's basic subscriber erosion decelerated in 2005
and high-speed data customer growth was solid, until the company
achieves EBITDA growth that begins to translate into sustainable
discretionary cash flow, there will be considerable uncertainty
about Charter's financial prospects beyond the near term.  Voice
over Internet protocol phone service, launched on a wide basis in
2005, could strengthen the company's subscriber retention and
bundled service penetration.  However, potential phone company
launches of fiber optic network-delivered video and data services
are likely to challenge Charter within the next two years.


CHEMED CORPORATION: Earns $35.8 Million For 2005 Fiscal Year
------------------------------------------------------------
Chemed Corporation delivered its financial statements for the
fiscal year ended Dec. 31, 2005, to the Securities and Exchange
Commission on Mar. 16, 2006.

For the year Dec. 31, 2005, the company reported $35.8 million of
net income on $926.5 million revenues compared to $27.5 million of
net income on $735.3 million revenues for the same period in 2005.

The company gives significant factors affecting its cash flows
during 2005 and financial position at Dec. 31, 2005:

     * continuing operations generated cash of $81.6 million;
     * spent net cash of $6.2 million on business combinations;
     * borrowed $85 million in long-term debt;
     * repaid $141.6 million to reduce long-term debt; and
     * spent $26.0 million on capital expenditures.

Full-text copies of Chemed Corporation's financial statements for
the fiscal year ended Dec. 31, 2005, are available for free at
http://researcharchives.com/t/s?7d6

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

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Moody's Investors Service assigned a Ba2 senior implied rating to
Chemed Corporation's proposed credit facilities, and a Ba3 rating
to the Company's existing senior notes.  Moody's also assigned an
SGL-1 liquidity rating to the Company.  Moody's said the ratings
outlook is stable.  This is the first time Moody's has assigned
ratings to Chemed Corp.

The ratings assigned:

   * $140 Million Senior Secured Revolver maturing 2010 -- Ba2
   * $85 Million Senior Secured Bank Debt maturing 2010 -- Ba2
   * $150 Million 8.75% Senior Notes due 2011 -- Ba3
   * Senior Implied -- Ba2
   * Senior Unsecured Issuer Rating -- Ba3
   * SGL -- 1
   * Outlook -- Stable

As reported in the Troubled Company Reporter on Jan. 26, 2005,
Standard & Poor's Ratings Services raised its ratings on
Cincinnati, Ohio-based hospice, plumbing, and drain cleaning
services provider Chemed Corporation.  The corporate credit
rating was raised to 'BB-' from 'B+', the senior secured debt
rating to 'BB' from 'B+', and the senior unsecured debt rating to
'B' from 'B-'.  At the same time, Standard & Poor's assigned a
'BB' rating and a recovery rating of '1' to Chemed's new senior
secured credit facilities.  These consist of an $85 million senior
secured term loan and a $140 million revolving credit facility,
both due in 2010.

Standard & Poor's also revised its outlook on Chemed to stable
from negative.


CITIGROUP MORTGAGE: Moody's Rates 2 Certificate Classes at Low-B
----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Citigroup Mortgage Loan Trust Inc. Series
2006-HE1, and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by mortgage loans originated or
acquired by Centex, MortgageIT, Quick Loan Funding, First Horizon
and Option One.  The pool consists of both adjustable-rate and
fixed-rate subprime mortgage loans.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, over-
collateralization, excess spread and an interest rate cap
contract.  Moody's expect collateral losses ranging from 6.05% to
6.55%.

Wells Fargo Bank, N.A. and JPMorgan Chase Bank will service the
loans.

The Class M-10 and Class M-11 certificates 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.

The complete rating actions are:

                Citigroup Mortgage Loan Trust, Inc.
     Asset-Backed Pass-Through Certificates, Series 2006-HE1

                      * Class A-1, rated Aaa
                      * Class A-2, rated Aaa
                      * Class A-3, rated Aaa
                      * Class A-4, rated Aaa
                      * Class M-1, rated Aa1
                      * Class M-2, rated Aa2
                      * Class M-3, rated Aa3
                      * Class M-4, rated A1
                      * Class M-5, rated A2
                      * Class M-6, rated A3
                      * Class M-7, rated Baa1
                      * Class M-8, rated Baa2
                      * Class M-9, rated Baa3
                      * Class M-10, rated Ba1
                      * Class M-11, rated Ba2


COLLINS & AIKMAN: Court Approves Tax Claims Settlement Procedures
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved procedures established by Collins & Aikman Corporation
and its debtor-affiliates for:

     a) settling non-tax claims;
     b) settling tax claims; and
     c) maintaining the claims register.

As reported in the Troubled Company Reporter on March 17, 2006,
the Debtors will adopt these procedures to resolve Non-Tax and
Tax Claims:

   (a) The Debtors may settle any Non-Tax Claim for at most
       $200,000, and any Tax Claim for at most $500,000, without
       notice or a hearing, except as otherwise provided;

   (b) No settlement will be agreed to unless it is reasonable in
       the business judgment of the affected Debtor;

   (c) No settlement will be effective unless it is executed by
       an authorized representative of the relevant Debtor;

   (d) A settlement of a Non-Tax or Tax Claim will be effective
       only if:

       (1) the Debtors provide a copy of the proposed settlement
           to:

           -- counsel to the Debtors' secured lenders; and

           -- counsel to the Official Committee of Unsecured
              Creditors; and

       (2) none of the Notice Parties object to the settlement
           within 10 days of receipt.

   (e) If any of the Notice Parties objects to the settlement,
       the Debtors will seek to resolve, in good faith, the
       objection.  If the objection cannot be resolved, the
       Debtors may request Court approval of the settlement
       pursuant to applicable law; and

   (f) No later than 45 days after each three-month period, the
       Debtors will file with the Court and serve on all affected
       claimants and the Notice Parties, a statement with
       respect to the immediately preceding quarter.  The
       statement will include:

       -- the names of each affected Non-Tax or Tax Claim
          claimant; and

       -- the terms of the each settlement reached.

                   Claims Register Procedures

Kurztman Carson Consultants, LLC, the Debtors' official claims and
noticing agent, maintains a register of claims filed.  Mr. Schrock
relates that in many instances, the claims filed name a Debtor or
Debtors that do not match with what is reflected in the supporting
documentation.

In addition, often a claimant provides written documentation
subsequent to filing a claim, and this new documentation provides
additional information as to the appropriate Debtor or Debtors
against whom the claim is asserted.

In this regard, the Debtors want to adopt these procedures for
maintaining the claims register:

   (a) Where the Debtors listed on a proof of claim form do not
       match those listed on the supporting documentation, the
       Claims Agent may enter the claim on the Claims Register as
       if filed against the Debtors identified in the supporting
       documentation without further action by the Court,
       provided that the Claims Agent will provide written notice
       to the claimant of the action and the claimant may oppose
       it;

   (b) Where the Debtors distributed a personalized proof of
       claim form listing the scheduled amount of the claim and
       the claimant simply returned the form in blank, the Claims
       Agent will docket the blank proof of claim as if asserted
       in the amount listed in the personalized proof of claim
       form; and

   (c) Where claimants (i) state in their proofs of claim, or in
       supporting documentation that they are "not interested in
       a claim," or "do not have a claim," or (ii) write "N/A" on
       their proof of claim and fail to provide supporting
       documentation, the Claims Agent will treat those claims as
       withdrawn, provided that the Claims Agent will provide
       written notice to the claimant of this treatment and the
       claimant may oppose it.

Mr. Schrock asserts that through the procedures, the Debtors will
avoid the cost of having counsel draft and file numerous motions
and send out numerous hearing notices.  The procedures will also
reduce the burden on the Court's docket while still protecting
the interests of all creditors, Mr. Schrock says.

                     ACE American Objection

ACE American Insurance Company issued various insurance policies
to the Debtors.  According to David A. Lerner, Esq., at Plunkett
& Cooney, P.C., in Bloomfield Hills, Michigan, the Debtors'
procedures for resolving non-tax claims may modify the terms and
conditions of these ACE Policies.

The Procedures for Non-Tax Claims fail to provide notice to ACE
of the claims to which the ACE Policies might apply, and it
appears to provide for the Debtors to enter into settlements
without any input from ACE, Mr. Lerner says.

Mr. Lerner relates that pursuant to the ACE Policies, the Debtors
are required to provide notice to ACE of every occurrence that
may result in a claim.  In addition, ACE may have the duty to
defend claims.

ACE also has the right to associate in the defense, investigation,
and settlement of claims to which the insurance applies, and to
control the defense, investigation and settlement of claims.

Furthermore, the Debtors have continuing contractual obligations
to defend and cooperate with ACE in the defense and investigation
of all claims to which the insurance applies.

Violation of the Debtors' contractual obligations under the ACE
Policies could vitiate any otherwise available insurance coverage
for the claims.

Mr. Lerner points out that failure of the Procedures for Non-Tax
Claims to require the Debtors to comply with their contractual
obligations or provide adequate treatment of the ACE Policies may
excuse ACE from any further obligations to provide coverage or
render other performance to the Debtors under the ACE Policies.

Accordingly, ACE asks the Court to modify the Procedures for Non-
Tax Claims.  ACE believes that the procedures should provide for:

   a. timely notice of the Debtors' attempt to resolve any claims
      to which the insurance might apply;

   b. the ability to participate in the settlement negotiations
      and to object to the proposed settlement;

   c. the ability to prevent the Debtors from waiving any
      defenses to the claims;

   d. the ability to enforce the Debtors' continuing duties of
      cooperation under ACE Policies; and

   e. the ability to prevent the Debtors from settling a claim in
      a manner which ACE deems improper or unreasonable.

The Bankruptcy Court rules that if the claim is alleged to be
covered by an insurance policy issued by ACE American Insurance
Company, the Court directs the Debtors to provide notice to ACE in
accordance with the applicable policy terms and conditions.  The
Debtors may proceed to settle the claim in accordance with the
policy provisions.

                       About Collins & Aikman

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


CURATIVE HEALTH: Disclosure & Confirmation Hearings Set for May 8
-----------------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York set a combined hearing on May 8,
2006, to determine the adequacy of Curative Health Services Inc.
and its debtor-affiliates' Disclosure Statement and confirmation
of their Prepackaged Chapter Plan of Reorganization.

                       Key Terms of the Plan

Under the Plan, the equity interests of each Reorganized Debtor
other than Curative will be issued to Reorganized Curative to
recreate the corporate structure.  The Reorganized Debtors will
continue to exist after the effective date as separate corporate
entities.

On the effective date, Electing Senior Noteholders and the Rights
Holders will own 100% of the 17,520,765 shares of New CURE Stock
issued and outstanding as of the effective date, subject to
dilution by the issuance of shares of New CURE Stock

    (a) New Restricted Stock,

    (b) upon the exercise of New Options issued under the New
        Management Incentive Plan and

    (c) in connection with the McConnell Investment.

                          Exit Financing

The Debtors, as borrowers or guarantors, after consultation with
the Ad Hoc Committee, will enter into the exit financing to
provide liquidity for working capital and other general corporate
purposes of the Reorganized Debtors.  In addition, the proceeds of
the exit financing will be used to repay in full all amounts
outstanding under the DIP Financing and may be used to fund other
indebtedness of the Reorganized Debtors including the cash
consideration to:

    * Electing Senior Noteholders;
    * Non-Electing Senior Noteholders;
    * holders of Allowed Curative General Unsecured Claims;
    * holders of Allowed Apex General Unsecured Claims; and
    * holders of Allowed eBioCare General Unsecured Claims.

                             New Debt

On the effective date, the Debtors, as borrowers or guarantors,
will obtain a new debt after consultation with the Ad Hoc
Committee if the New Debt is not part of the Exit Financing.

                       Treatment of Claims

Under the Plan,

    * Administrative Expense Claims;
    * Professional Compensation and Reimbursement Claims;
    * DIP Claims; and
    * Priority Tax Claims,

will be paid in full.

Secured Bank Claims will be paid in full from the proceeds of the
DIP Financing.

Other secured claims and other priority claims of:

    * Curative Health;
    * Apex Therapeutic Care, Inc.; and
    * Ebiocare.com, Inc.,

will be paid in full.

Holders of Allowed Senior Note Claims will receive a cash payment
approximately equal to 54.9% of their Senior Note Claim, unless a
holder of an Allowed Senior Note Claim:

    (a) is an accredited investor or qualified institutional
        buyer,

    (b) holds Senior Notes in an aggregate principal face
        amount equal to or greater than $1 million and

    (c) elects to receive its Pro Rata Share of New CURE Stock and
        Cash Consideration the value of which, on the Effective
        Date, will not exceed approximately 54.9% of the holder's
        Senior Note Claim.

Holders of Curative general unsecured claims will receive a
promissory note in face amount equal to approximately 56% of their
claims.

Apex general unsecured claims will also receive a promissory note
equal to approximately 5.2% of their claims while eBioCare general
unsecured claims will receive a promissory note equal to
approximately 5.9%.

Holders of general unsecured claims may elect to receive cash
payment equal to 50% of the face amount of the holder's applicable
promissory note.

All Intercompany Claims will be extinguished.  Holders of Equity
Interests in the Debtors will receive nothing and those interests
will be cancelled.

                  About Curative Health Services

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


DELTA AIR: Ct. To Rule on Flight Attendants Union's Contract Today
------------------------------------------------------------------
Teamster flight attendants at Delta Comair are preparing for
possible job actions.  Federal Bankruptcy Judge Adlai Hardin is
scheduled to rule on Delta Comair's motion to reject the flight
attendants' contract today, April 17, 2006.

If the judge grants Delta Comair's motion, the carrier must then
decide if it intends to impose cruel concessions.  The flight
attendants, who voted 93% in favor of authorizing job actions,
will be free to respond with self-help actions should the company
choose to implement their plan.

"Under a fair agreement we've met the company's needs, but they
haven't budged off their unfair demand for excessive concessions,"
said Connie Slayback, Local 513 President.  "Delta Comair is
putting the flight attendants in the position of giving massive
concessions while still being in danger of losing their jobs."

    * Comair has used unrealistic and artificial methods to
      inflate its demands from the flight attendants, selecting a
      number of flight attendants that is far lower than the
      number of employees actually working.

    * The company refuses to credit the flight attendants for
      deferring a pay increase that would otherwise take effect in
      the first year of an agreement -- reaping millions of
      dollars in savings, but not giving one penny in credit to
      the flight attendants.

    * Comair refuses to give its flight attendants wage and
      benefit increases granted to its pilots and mechanics.  It
      has even proposed a 401(k) plan for the flight attendants
      that is inferior to those of the pilots and mechanics, while
      entirely eliminating Comair's defined contribution to the
      flight attendants' pension.

Negotiations between Comair and the Teamsters continued on April
14 but no agreement has yet been reached due to the Company's
refusal to alter its improper costing, unfair concession demands,
and rejection of real job protections.

"We have always been willing to do our fair share in response to
the Delta Comair bankruptcy," Ms. Slayback said.  "The company's
executives are using the bankruptcy court to avoid a meaningful
agreement, arrogantly assuming the judge will endorse their bad
faith bargaining."

                         About Teamsters

The International Brotherhood of Teamsters, with 1.4 million
members, is one of the largest labor unions in the world.  It is
also the most diverse union in the U.S.  The union represents
everyone from A to Z - from airline pilots to zookeepers.  One out
of every ten union members is a Teamster.

                         About Delta Air

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


DELTA AIRLINES: Must File Schedules & Statements by May 31
----------------------------------------------------------
The Hon. Adlai S. Hardin Jr. of the U.S. Bankruptcy Court for the
Southern District of New York gave Delta Air Lines, Inc., and its
debtor-affiliates until May 31, 2006, to file their Schedules of
Assets and Liabilities, Schedules of current income and
expenditures, schedules of executory contracts and unexpired
leases, and Statements of Financial Affairs.

Judge Hardin also declared that the deadline will not be further
extended absent extraordinary and unforeseeable circumstances.

As reported in the Troubled Company Reporter on Mar. 29, 2006, the
Debtors said that they need to compile enormous information to
prepare their Schedules.

The Debtors have mailed notices to more than 350,000 potential
creditors, and anticipate listing in their Schedules nearly 18,000
executory contracts, 750 pending litigations and more than 10,000
payments made within 90 days prior to filing for bankruptcy.

When completed, the Debtors' Schedules will be approximately 6,500
pages long.  Given the enormity of the task of reviewing and
compiling all of the data.

Additionally, numerous significant business and legal issues have
arisen in just the past few months that have required and will
continue to require a great deal of attention, the Debtors said.
The Debtors' employees and professionals have recently devoted
much time and effort to:

   (i) address issues raised by numerous airport lessors and
       holders and trustees of airport-related financial
       instruments and analyzing the Debtors' airport leases and
       financings to permit future planning of these leases and
       financings;

  (ii) address more than 80 filed reclamation claims, totaling
       $15,787,048;

(iii) enforce the automatic stay against numerous creditors
       seeking to contravene the mandates of the Bankruptcy Code;

  (iv) prepare for and defend against several high stakes
       litigations, in which counterparties alleged postpetition
       damages or claims in the hundreds of millions of dollars;

   (v) Section 1113 negotiations with Delta Air Lines, Inc.'s
       pilots union and Comair, Inc.'s flight attendants union
       and preparing for related proceedings regarding both;

  (vi) analyze a significant number of nonresidential real
       property leases and executory contracts in order to
       determine whether to assume or reject them; and

(vii) continue to evaluate the Debtors' many aircraft financing
       arrangements in light of Bankruptcy Code section 1110 and
       conducting negotiations with numerous counterparties.

Moreover, the Debtors have lost several important personnel in
the last two months, including their Senior Vice President of
Restructuring.

The Debtors also noted that Northwest Airlines Corporation and
its subsidiaries, which filed Chapter 11 petitions within minutes
of the Debtors, were recently granted an extension of the
deadline to file their Schedules until May 1, 2006.

The Debtors pointed out that the Debtors are much larger than
Northwest Airlines, thereby making the preparation of their
extensive Schedules more arduous and time-consuming.  By many
metrics, including both assets and liabilities, the Debtors are
more than 50% bigger than Northwest.

Still, despite being considerably larger than Northwest, the
Debtors are asking for only a few weeks more than Northwest has
already been granted in which to file their Schedules.

The Debtors also told the Court that they have consulted the U.S.
Trustee and the Official Committee of Unsecured Creditors and both
have given their consent to the extension.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Court Okays Assumption of Lion Apparel Agreement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Delta Air Lines, Inc., and its debtor-affiliates permission
to assume a Uniform Apparel and Security Agreement, dated Sept.
22, 2004, between Delta Air Lines, Inc., and Lion Apparel, Inc.

Under the Agreement, Lion Apparel furnishes uniforms for Delta's
in flight service, airport customer service and city ticket office
personnel.  In exchange, Delta:

   (i) directs its Public Contact Personnel to purchase their
       uniform apparel from Lion Apparel by means of a uniform
       allotment system that establishes an annual allowance for
       each employee; and

  (ii) makes payments to Lion Apparel for those orders that
       fall within each employee's available annual allowance.

To secure its obligations under the Agreement, Delta transferred
$7,500,000 to a deposit account with The Bank of New York and
provided Lion Apparel with a duly perfected security interest in
the funds held in the account, pursuant to the terms of a Deposit
Account Control Agreement, dated Sept. 22, 2004.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
tells the Court that, by assuming the Agreement and fulfilling
other related conditions, the Deposit will be released to Delta,
free and clear of Lion Apparel's Security Interest, much earlier
than if the Agreement were not assumed.

The Agreement is the result of extensive negotiation between the
Debtors and Lion Apparel.  The Debtors do not believe that they
can secure the goods and services that are the subject of the
Agreement from any other party on better terms.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 26; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Wants to Walk Away from Atlanta Airport Tract 6 Lease
----------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
permission to reject its lease agreement with the City of Atlanta,
Georgia governing the use and occupancy of the aircraft
maintenance hangar and related facilities and premises on Tract
No. 6 at the Hartsfield-Jackson Atlanta International Airport in
the counties of Fulton and Clayton, Georgia.

Under a Lease Agreement for Aircraft Maintenance Hangar and
Related Facilities on Tract No. 6, dated Aug. 11, 1997, Delta
is responsible for providing maintenance and repair services for
the Leased Premises.

According to Sharon Katz, Esq., at Davis Polk & Wardwell, in New
York, the costs incurred by Delta for leasing the premises and
subleasing portions of it exceeds the benefit that Delta receives
from the use of the facility and the rent received under the
subleases.

In addition, as part of their ongoing restructuring efforts, the
Debtors have determined that the premises, and therefore, the
lease, are not necessary to their continued business operations.

Under Section 554(a) of the Bankruptcy Code, the Debtors also
propose to abandon all furniture, fixtures and equipment remaining
on Leased Premises.

The Debtors request that holders of any claim for damages arising
from the rejection of the Lease be required to file a proof of
claim on or before the later of:

    (a) the deadline to be established by the Court to file proof
        of claim, or

    (b) 30 days  after the effective date of the rejection.

Absent a timely filing, the claim will be irrevocably barred.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DOCTORS HOSPITAL: Court Extends DIP Agreements Through June 15
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Houston approved a third amendment to the debtor-in-possession
financing agreements between Doctors Hospital 1997 LP and two
separate DIP lenders, GE HFS Holdings, Inc., and Bruckmann,
Rosser, Sherrill & Co., L.P.

GE extended a $10 million secured revolving credit facility in
April 2005 to fund the Debtor's postpetition operations.  At the
same time, the Debtor also obtained an $865,000 secured term loan
from Bruckmann Rosser.

Under a third amendment, the DIP loan facilities from GE and
Bruckmann Rosser continue through June 15, 2006.  The Debtor will
pay a $16,500 extension fee to GE.

Joshua W. Wolfshohl, Esq., at Porter & Hedges, LLP, told the
Bankruptcy Court that without access to the DIP facilities, the
Debtor would be forced to curtail its normal operations, causing
harm to its business and the patients that rely on its services.

Pursuant to the third amendment, the Debtor also acknowledges its
arrearages with respect to leased property located at 510 West
Tidwell in Houston, Texas, and agrees to pay $100,000 per month to
Healthcare Financial Services, LLC, GE's affiliate, which is the
current lessor of the property lease.  GE has agreed to defer
collection of the lease payments until the earlier of June 15,
2006 or confirmation of a chapter 11 plan.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  Robert S. Blanc, Esq., at
Gardere Wynne Sewell LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $41,643,252 and total
debts of $66,306,939.

On Feb. 8, 2006, Doctors Hospital 1997, L.P., delivered its first
amended Chapter 11 Plan of Reorganization and an updated
Disclosure Statement explaining the amended plan to the Bankruptcy
Court.


DOCTORS HOSPITAL: Hires Patton Boggs as Healthcare Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Houston authorized Doctors Hospital 1997 LP to retain Patton Boggs
LLP, as its special healthcare counsel, nunc pro tunc to Jan. 1,
2006.

The Debtors hired Patton Boggs as their special counsel because of
the firm's extensive experience in the areas of healthcare
compliance and enforcement.  In this engagement, Patton Boggs
will:

     a) review and analyze the Debtor's capital and organizational
        structure and the proposed Plan of Reorganization;

     b) communicate with various governmental and regulatory
        agencies regarding the compliance of the Plan with
        applicable statutes and regulations; and

     c) provide other appropriate and necessary legal services for
        the Debtor.

Laurence J. Freedman, Esq., and Laura Laemmle, Esq., will serve as
lead attorneys in the Debtor's case.  Mr. Freedman charges $540
per hour for his services while Ms. Laemmle bills at $425 per
hour.

Mr. Freedman assures the Bankruptcy Court that his firm does not
hold any interest adverse to the Debtor's estate and is
disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Houston, Texas, Doctors Hospital 1997 LP, dba
Doctors Hospital Parkway-Tidwell, operates a 101-bed hospital
located in Tidwell, Houston, and a 152-bed hospital located in
West Parker Road, Houston.  The Company filed for chapter 11
protection on April 6, 2005 (Bankr. S.D. Tex. Case No. 05-35291).
James M. Vaughn, Esq., at Porter & Hedges, L.L.P., represents the
Debtor in its restructuring efforts.  Robert S. Blanc, Esq., at
Gardere Wynne Sewell LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $41,643,252 and total
debts of $66,306,939.

On Feb. 8, 2006, Doctors Hospital 1997, L.P., delivered its first
amended Chapter 11 Plan of Reorganization and an updated
Disclosure Statement explaining the amended plan to the Bankruptcy
Court.


DOLLAR GENERAL: Moves Forward with New Marketing Strategy
---------------------------------------------------------
Dollar General Corp. is hoping to spur sales by introducing a new
store format and initiating a variety of marketing and advertising
strategies, The Wall Street Journal reports.

Known for offering "everyday low prices" to customers, Dollar
General admitted that its strategy, without effective advertising,
is more vulnerable in today's competitive and promotional
environment.

Kris Hudson, writing for the Journal, says that Dollar General
will study the impact of its advertising circular, released on
March 31, 2006, to determine where and how often it should
advertise.

Ms. Hudson further reports that the retailer is experimenting with
a new floor plan for its stores that would emphasize improved
product placements, operational efficiencies and customer service.

Dollar General's same-store sales for the five-week period ended
March 31, 2005, decreased 1.5%, compared to a 4.2% increase in the
five-week period ended April 1, 2005.  The Company reports that
same-store sales of highly consumable merchandise increased
moderately for the period, while sales of home products, basic
apparel and seasonal merchandise declined.

Total retail sales for the period equaled $793.2 million, a 4.9%
increase compared to $756.2 million last year. Net sales in fiscal
2005 were $8.58 billion, an increase of 12% over fiscal 2004.

                      About Dollar General

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

                            *   *   *

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


D.R. HORTON: Moody's Holds Ba1 Rating on Subordinated Note Issue
----------------------------------------------------------------
Moody's Investors Service assigned Baa3 ratings to D.R. Horton's
$250 million of 6% senior notes due 2011 and $500 million of 6.5%
senior notes due 2016, proceeds of which will be used to retire
bank debt.

At the same time, Moody's affirmed the company's Baa3 rating on
its existing senior note issues and Ba1 rating on its subordinated
note issues.  The ratings outlook is stable.

The stable ratings outlook is based on Moody's expectation that
Horton will maintain capital structure discipline even as it takes
advantage of numerous growth opportunities and that homebuilding
debt/capitalization will generally stay at or close to the 45%
stated target for the company.

The ratings reflect the company's long and consistent history of
revenue and earnings growth, successful track record of
integrating acquisitions, the largest shareholders' equity base in
the homebuilding industry, leading share position in many of the
markets it serves, tight cost controls, healthy returns, and
minimal off-balance sheet obligations.

At the same time, the ratings continue to incorporate Horton's
somewhat higher-than-average business risk profile given its past
healthy appetite for acquisitions, which its current strategy does
not totally disavow.

In addition, capacity under its large bank credit facility gives
the company ample dry powder to releverage the balance sheet on
short notice.

The ratings also consider that the company has a sizable
proportion of its earnings coming from California and that it
engages in speculative home building to a greater extent than many
of its peers.

Going forward, the ratings could benefit from the company's
lowering of its stated debt leverage target to 40% from 45% and
from its operating at or below this newly stated target for more
than one year while other key metrics--interest coverage, ROA, and
gross margins--remain at or above current levels.

The ratings would be pressured by a sustained rise in debt
leverage to 50% or more from either a major debt-financed
acquisition, a large scale share repurchase program or one-time
dividend, or a major land impairment charge.

Moody's believes that the capital base of an investment grade
company cannot be subject to management actions that decapitalize
or unduly stress the balance sheet.

Headquartered in Ft. Worth, Texas, D.R. Horton, Inc., is engaged
in the construction and sale of homes designed principally for the
entry-level and first time move-up markets.  The company currently
builds and sells homes in 26 states and 77 markets, with a
geographic presence in the Midwest, Mid-Atlantic, Southeast,
Southwest, and Western regions of the United States. Revenues and
net income for the trailing twelve-month period that ended Dec.
31, 2005, were approximately $14.2 billion and $1.5 billion,
respectively.


DUANE READE: S&P Lowers Corporate Credit Rating to CCC from CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
New York-based Duane Reade Inc.  The corporate credit rating was
lowered to 'CCC' from 'CCC+'.  The outlook continues to be
negative.

"The downgrade is based on the company's weaker-than-expected
operating trends in the fourth quarter of 2005 and management's
inability to turn around a deteriorating performance," said
Standard & Poor's credit analyst Diane Shand.

Ratings on Duane Reade reflect:

   * the company's very highly leveraged capital structure;
   * weak financial flexibility due to continued net losses;
   * extremely thin cash flow protection measures; and
   * narrow geographic focus.

Duane Reade is one of the largest drug chains in the New York
metropolitan area; more than half of its 251 stores are in
Manhattan.  Duane Reade's operating performance has been declining
since the fourth quarter of 2001.  The company's operating margin
fell to 9.4% in 2005, from 11.4% in the previous year and a high
of 16.4% in 2000.

The erosion is attributable to:

   * lack of sales leverage;

   * lower margin on front-end merchandise;

   * increased labor expense, higher inventory shrink losses;

   * an increased portion of low-margin pharmacy sales; and

   * greater competition from national drugstore chains and the
     mail-order divisions of pharmacy benefit managers.

Margins are expected to remain under pressure as Standard & Poor's
believes it will be difficult for the company to gain market
share, given the growing competition from CVS, Rite Aid, and mail
order companies.


ECHOSTAR COMMUNICATIONS: Earns $1.51 Bil. For Year Ended Dec. 31
----------------------------------------------------------------
EchoStar Communications Corporation (Nasdaq: DISH) reported total
revenue of $2.18 billion for the quarter ended Dec. 31, 2005, a
12.8% increase compared with $1.93 billion for the corresponding
period in 2004.

Net income totaled $133 million for the quarter ended Dec. 31,
2005, compared with $70 million during the corresponding period in
2004.

For the year ended Dec. 31, 2005, EchoStar reported total revenue
of $8.43 billion compared with $7.15 billion for the year ended
Dec. 31, 2004, an increase of 17.8%.

EchoStar's net income for the year ended Dec. 31, 2005, totaled
$1.51 billion, compared with $215 million for the year ended
Dec. 31, 2004.

Net income for the year ended Dec. 31, 2005, includes a non-
recurring, non-cash benefit of approximately $593 million to
recognize the tax benefits of previously reported tax losses and a
$134 million gain related to the settlement of EchoStar IV
satellite insurance and related claims.

DISH Network added approximately 330,000 net new subscribers
during the quarter ended Dec. 31, 2005, giving the company
approximately 12.04 million subscribers as of that date, an
increase of 1.135 million subscribers compared to the number of
subscribers as of Dec. 31, 2004.

EchoStar's balance sheet at Dec. 31, 2005, showed $7,410,210 in
total assets and $8,276,834 in total liabilities, resulting in a
stockholders' deficit of $866,624.

A full-text copy of the Company's 2005 annual report on form 10-K
is available for free at http://researcharchives.com/t/s?7d5

                          About EchoStar

EchoStar Communications Corporation -- http://www.echostar.com/--  
serves more than 11.71 million satellite TV customers through its
DISH Network(TM), and is a leading U.S. provider of advanced
digital television services.  DISH Network's services include
hundreds of video and audio channels, Interactive TV, HDTV, sports
and international programming, together with professional
installation and 24-hour customer service.  EchoStar has been a
leader for 25 years in satellite TV equipment sales and support
worldwide. EchoStar is included in the Nasdaq-100 Index (NDX) and
is a Fortune 500 company.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Moody's Investors Service affirmed all ratings for EchoStar
Communications Corporation and subsidiary EchoStar DBS Corporation
following the company's announcement of a proposed $1 billion
senior unsecured debt issuance (not rated by Moody's) at EDBS.

Moody's said the outlook remains stable.

Moody's took these actions:

  EchoStar Communications Corporation:

     * Corporate Family Rating -- Ba3 (affirmed)
     * Convertible Subordinated Notes -- B2 (affirmed)
     * Speculative Grade Liquidity Rating -- SGL-1 (affirmed)

  EchoStar DBS Corporation:

     * Senior Unsecured Notes due 2014 -- Ba3 (affirmed)

As reported in the Troubled Company Reporter on Jan. 23, 2006,
Fitch Ratings affirmed Echostar Communications Corporation's 'BB-'
Issuer Default Rating, and affirmed the 'B' rating on the
convertible subordinated notes.  Fitch also affirms the 'BB-'
rating on the senior unsecured notes issued by Echostar's wholly
owned subsidiary Echostar DBS Corporation.

In addition, Fitch assigned a 'BB-' rating to the proposed
offering of $1 billion in senior notes in accordance with SEC rule
144A.  Approximately $5.9 billion of debt as of the end of the
third quarter is affected by Fitch's action.  Fitch said the
rating outlook is stable.


ENRON CORPORATION: Distributes $4,676,400,000 to Creditors
----------------------------------------------------------
Enron Corp. and its reorganized debtor-affiliates inform the
Court that they have commenced their ninth distribution to
creditors holding allowed claims.  The distribution amounts to
$4,676,400,000, which consists of $4,108,400,000 in cash and
shares of Portland General Electric Company stock valued at
$568,000,000.

The distributed shares include 27,036,445 shares of PGE, which
represents approximately 43% of PGE's 62,500,000 issued and
outstanding shares.  PGE was an affiliate of Enron that recently
became independent with the issuance of the new common stock.
PGE returned as a publicly traded company in the New York Stock
Exchange.

Schedules reflecting the current and cumulative distributions
made or to be made through April 2006 on a class-by-class basis
are available for free at http://ResearchArchives.com/t/s?7dd

"T[he] distribution is the most significant amount recovered to
date and represents a tremendous financial outcome for the Enron
estate," said John Ray, President and Chairman of the Board.  "We
are dedicated to continuing the process of resolving the remaining
claims, recovering amounts due to creditors from third parties and
distributing value."

                           About Enron

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply. Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 170; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


EXIDE TECHNOLOGIES: Court Approves Citicorp Settlement Agreement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves a
settlement agreement resolving an adversary proceeding and claims
filed by Reorganized Exide Technologies against:

    * Citicorp Vendor Finance, Inc., formerly known as Copelco
      Capital, Inc.; and

    * CitiCapital Commercial Leasing Corporation, formerly known
      as Associates Leasing, Inc.

James O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub P.C., in Wilmington, Delaware, relates that pursuant to
a master lease agreement, the Debtors and General Electric
Capital Corporation executed several equipment schedules for the
purported lease of equipment.  This includes Schedule A-1 and
Schedule G-1B.

Subsequently, GECC assigned all of its rights, title and interest
in and to the Schedules, the A-1 Equipment and the G-1B Equipment
to CitiCapital.

On Dec. 23, 1996, the Debtors entered into a lease agreement
with Keystone Leasing Service, whereby the Debtors leased
equipment from Keystone.  Similarly, Keystone assigned all of its
right, title, and interest in, and to, the Keystone Agreement and
Equipment to JDR Capital Corporation.  JDR, in turn, assigned all
of its right, title, and interest in, and to, the Keystone
Agreement and Equipment, to Citicorp.

In March 2003, the Debtors filed an adversary proceeding, which
sought a declaration that the purported leases, including the
Master Agreement and the Keystone Agreement, are disguised
financing agreements.  The Adversary Proceeding is currently
pending before the Court.

To resolve the dispute, the Reorganized Debtors, Citicorp, and
CitiCapital entered into a consensual settlement.

The Settlement Agreement provides that:

    (a) Citicorp and CitiCapital will waive, release and withdraw
        with prejudice all of their claims against the Reorganized
        Debtors, subject to reservations;

    (b) The Reorganized Debtors will renew the Master Agreement,
        solely as it relates to the Schedule for an additional
        two-year term, effective upon expiration of the current
        term.  The quarterly rent payable during the renewal term,
        due and payable on March 31, 2006, will equal 73% of the
        quarterly rent payable during the initial term and be
        payable quarterly, in arrears;

    (c) The Reorganized Debtors have the option to purchase from
        Citicorp and CitiCapital the G-1B Equipment for $1,116,279
        and the A-1 Equipment for $1,523,721, to be paid in cash
        or other immediately available funds, plus all taxes and
        all reasonable costs and expenses associated with the
        purchase on or before May 15, 2006.  If the Reorganized
        Debtors make the payment for:

        -- the G-1B Equipment on or before March 31, 2006, the
           rent due and payable in March 2006, on Schedule G-1B
           will be waived; and

        -- the A-1 Equipment on or before March 31, 2006, the rent
           due and payable in March 2006, on Schedule A-1 will be
           reduced to $193,586;

    (d) On the Closing Date, the Reorganized Debtors will purchase
        from Citicorp the Equipment subject to the Keystone
        Agreement;

    (e) At the end of each quarterly period, commencing March 23,
        2006, and provided that they are not then in default, the
        Reorganized Debtors will have the option to purchase all
        of the remaining equipment covered by Schedule A-1 for an
        amount equal to the greater of:

          * the Fair Market Value of the Equipment; or

          * the product of the applicable Capitalized Lessor's
            Cost of the equipment and the applicable stipulated
            loss value percentage set forth in the Settlement
            Agreement, determined as of the sale date;

    (f) In consideration of the alleged defaults under the Master
        Agreement and the Keystone Agreement, the Reorganized
        Debtors will pay $404,147 to CitiCapital, payable in four
        consecutive installments of $101,037 in cash or other
        immediately available funds, commencing on March 23, 2006,
        and continuing on June 23, 2006, Sept. 23, 2006, and
        Dec. 23, 2006;

    (g) Except as provided in the Settlement Agreement, Citicorp
        and CitiCapital will waive any default or event of default
        under the Master Agreement and the Keystone Agreement that
        occurred on or prior to the Closing Date.  Citicorp and
        CitiCapital will waive, with prejudice, any and all
        accrued but unpaid late charges due under the Master
        Agreement and the Keystone Agreement as of the Closing
        Date for $470,900;

    (h) All other terms of the Master Agreement and the Keystone
        Agreement not inconsistent with the terms of the
        Settlement Agreement will remain in full force and effect;

    (i) The Reorganized Debtors will voluntarily dismiss, with
        prejudice, the Adversary Proceeding as to Citicorp and
        CitiCapital; and

    (j) The Settlement Agreement will not be construed as an
        admission or concession by any party of the truth of any
        allegation or the validity of any claim asserted in the
        Adversary Proceeding, and all the allegations are
        expressly denied.  Nothing in the Settlement Agreement
        will be deemed an admission that the Master Agreement and
        the Keystone Agreement are, or are not, financing
        agreements that create a security interest, or that they
        are, or are not, "true leases".

Mr. O'Neill asserts that the terms of the Settlement Agreement
are favorable to the Reorganized Debtors because:

    -- they will achieve valuable rent concessions, obtain waivers
       of certain alleged defaults, and acquire substantial
       flexibility with respect to the potential purchase of the
       Equipment; and

    -- the Equipment subject to the Master Agreement and the
       Keystone Agreement are essential to the operation of the
       Reorganized Debtors' businesses and could not be replaced
       within a reasonable amount of time or at a reasonable cost.

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue Nos. 81 &
82; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                          *     *     *

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

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

The senior secured rating on Exide's second-lien notes was lowered
to 'CC' from 'CCC', reflecting the lower corporate credit rating
and an increase in priority debt.


EXIDE TECHNOLOGIES: Court Approves Fifth Third Leasing Settlement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves a
settlement agreement resolving an adversary proceeding and claims
filed by Reorganized Exide Technologies against Fifth Third
Leasing Company.

James O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub P.C., in Wilmington, Delaware, relates that the Debtors
and General Electric Capital Corporation were parties to a master
lease agreement dated December 23, 1997, for the lease of certain
equipment.  Pursuant to the terms of the Master Agreement, the
Debtors and GECC executed equipment schedule F-1.

GECC assigned all of its rights, title and interest in, and to,
the Agreement and the Equipment, to Fifth Third.  A portion of
Equipment has been leased or subleased by the Debtors to Daramic,
Inc., pursuant to a sublease dated Dec. 15, 1999.

In March 2001, the Debtors purchased equipment from Fifth Third.

Subsequently, the Debtors filed an adversary proceeding in March
2003, which sought a declaration that purported leases, including
the Master Agreement, are disguised financing agreements.

Fifth Third denied the allegation and affirmatively asserted that
the Master Agreement was a "true lease" and sought to compel
assumption or rejection of the Agreement.

After arm's-length negotiations, the Reorganized Debtors and
Fifth Third reached a consensual settlement regarding the
Adversary Proceeding and the claims and defenses set forth in the
Proceeding.

The terms of the Settlement Agreement are:

    (a) Fifth Third will waive, release and withdraw with
        prejudice all of its claims against the Reorganized
        Debtors, subject to reservations;

    (b) The Master Agreement, solely as it relates to the F-1
        Schedule, will be deemed renewed for an additional
        two-year term from Jan. 1, 2006, to Dec. 31, 2007.
        The monthly rent payable during the first renewal term
        will be $43,333 and be payable monthly, in advance, on the
        first calendar day of each month;

    (c) The First Renewal Term will begin effective Jan. 1, 2006.
        The payments due for Jan. 1, 2006, Feb. 1, 2006, and
        March 1, 2006, aggregating $129,999 will be paid by the
        Reorganized Debtors within five business days of the
        Closing Date;

    (d) The Reorganized Debtors will purchase from Fifth Third, on
        or within five business days after the Closing Date, the
        Daramic Equipment for a total purchase price of $75,000;

    (e) The Reorganized Debtors will have an option during the
        First Renewal Term to purchase from Fifth Third the
        equipment remaining under the F-1 Schedule not including
        the Daramic and Sold Equipment for an aggregate of
        $800,000;

    (f) At the expiration of the First Renewal Term, the
        Reorganized Debtors will have these options:

           * Purchase from Fifth Third the Remaining F-1 Equipment
             for an amount equal to the Fair Market Value In
             Continued Use determined as of the sale date,
             provided that if the FMVICU:

             -- exceeds $700,000, the purchase price for the
                equipment will be $700,000; and

             -- less than $500,000, the purchase price for the
                equipment will be $500,000.

           * Return to Fifth Third the Remaining F-1 Equipment.
             In the event the Reorganized Debtors elect to do so:

             -- the Reorganized Debtors will pay to Fifth Third,
                in cash or other immediately available funds, an
                amount equal to 3.5% of the Capitalized Lessor's
                Cost; and

             -- the Agreement will be deemed terminated as to the
                Remaining F-1 Equipment.

           * Renew the Agreement, as it relates to the Remaining
             F-1 Equipment for an additional two-year term,
             effective upon expiration of the First Renewal Term.
             In the event the Reorganized Debtors elect to renew
             the Agreement, the monthly rent payable during the
             Second Renewal term will be $31,633 and be payable
             monthly, in advance, on the first calendar day of
             each month;

    (g) At the expiration of the Second Renewal Term, the
        Reorganized Debtors will have these options:

           * Return to Fifth Third the Remaining F-1 Equipment.
             In the event the Reorganized Debtors elect to do so:

             -- the Reorganized Debtors will pay to Fifth Third,
                in cash or other immediately available funds, an
                amount equal to 2.5% of the Capitalized Lessor's
                Cost; and

             -- the Agreement will be deemed terminated as to the
                Remaining F-1 Equipment.

           * Purchase from Fifth Third the Remaining F-1 Equipment
             for an amount equal to the Fair Market Value In
             Continued Use determined as of the sale date provided
             that if the FMVICU:

             -- exceeds $400,000, the purchase price for the
                equipment will be $400,000; and

             -- less than $200,000, the purchase price for the
                equipment will be $200,000;

    (h) Except as provided in the Settlement Agreement, Fifth
        Third will waive any default or event of default under
        the Agreement that occurred on or prior to the Closing
        Date including defaults relating in any way to the Chapter
        11 cases or the confirmed Plan of Reorganization.  In
        addition, Fifth Third will waive, with prejudice, any and
        all accrued but unpaid late charges due under the Master
        Agreement as of the Closing Date;

    (i) All other terms of the Master Agreement not inconsistent
        with the terms of the Settlement Agreement will remain in
        full force and effect;

    (j) The Reorganized Debtors will voluntarily dismiss, with
        prejudice, the Adversary Proceeding as to Fifth
        Third; and

    (k) The Settlement Agreement will not be construed as an
        admission or concession by any party of the truth of any
        allegation or the validity of any claim asserted in the
        Adversary Proceeding, and all the allegations are
        expressly denied.  Specifically, but without limitation,
        nothing in the Settlement Agreement will be deemed an
        admission that the Master Agreement is, or is not, a
        financing agreement that creates a security interest or
        that it is or is not a "true lease."

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies --
http://www.exide.com/-- is the worldwide leading manufacturer and
distributor of lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue Nos. 81 &
82; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                          *     *     *

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

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

The senior secured rating on Exide's second-lien notes was lowered
to 'CC' from 'CCC', reflecting the lower corporate credit rating
and an increase in priority debt.


FEDERAL-MOGUL: Plans to Shut Down Clinton Plant & Lay Off Workers
-----------------------------------------------------------------
Federal-Mogul Corporation will close a facility in Clinton
County, Michigan, by October 2008, The Associated Press reports.

The move is part of the three-year restructuring plan Federal-
Mogul unveiled in January.

The Clinton Plant is home to 420 employees.  Federal-Mogul will
lay off 300 workers by the end of 2006 and 100 more by the end of
next year, the report says.

Paula Silver, Federal-Mogul's spokesperson, said some workers may
be transferred to the company's facility in Greenville.  Ms.
Silver did not indicate how many will be moved, according to AP.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  At Dec. 31, 2004,
Federal-Mogul's balance sheet showed a US$1.925 billion
stockholders' deficit.  At Nov. 30, 2005, Federal-Mogul's balance
sheet showed a US$1,450.4 billion stockholders' deficit, compared
to a US$1.926 billion deficit at Dec. 31, 2004.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford.  (Federal-Mogul Bankruptcy News, Issue No. 106;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


FORUM HEALTH: Higher Dec. 2005 Losses Cue Moody's Ba2 Bond Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded the bond rating for Forum
Health to Ba2 from Baa3 following our Watchlist action dated
Jan. 18, 2006.  The rating remains on Watchlist for possible
further downgrade.

The downgrade is due to greater-than-expected operating losses in
December 2005 and losses as reported through the first quarter
ending Mar. 31, 2006 of $15.5 million.

The rating downgrade is consistent with the remaining challenges
and necessary turnaround, although we note that the new management
team and Wellspring Partners, Ltd., have begun to implement
initiatives over the last 60 days that should be evident in
improved operations in subsequent periods.

The continued Watchlist status reflects the system's immense
challenges in successfully executing a turnaround.  Because of the
degree of uncertainty surrounding a number of key issues, we view
the current rating action as an interim action and we expect to
re-evaluate the rating again within the next 90 days, as is
typical for the Watchlist period.

The key issues we expect to get further clarity on and incorporate
into the next rating review include:

   1) the likelihood of receiving concessions from unions, which
      is critical to the system's long-term viability;

   2) plans for the restructuring of services as currently
      offered at the Forum Health system;

   3) demonstrated success in implementing turnaround initiatives
      and validating savings; and

   4) the likelihood of receiving waivers from banks providing
      liquidity support.

Forum received one-year extensions of its $18 million letter of
credit from Fifth Third Bank and its $42 million standby bond
purchase agreement from JPMorgan and MBIA.

However, Forum may require waivers from both banks because of
violation of certain covenants at fiscal year end Dec. 31, 2005.

Legal Security: Gross revenue pledge and mortgages on the primary
                facilities

Interest Rate Derivatives: None

Strengths:

   * Prominent market position in the consolidated two-system
     Youngstown, Ohio area with about 44% market share in three
     counties

   * Adequate system-wide consolidated cash position with $132
     million as of Mar. 31, 2006, which has rebounded in March
     from better collections and payables management after
     declining in December, January, and February

   * Moderate debt position relative to Forum's size

   * Demonstration of strong commitment to turning around
     operations with the recent hiring of new Chief Executive
     Officer and Chief Financial Officer and the engagement of
     Wellspring, a consulting firm that has completed a very
     thorough diagnostic study of the system and has been
     retained for further assistance in implementing turnaround
     initiatives and recommending strategic options

   * Implemented lower benefits structure for non-union staff
     with annualized savings of $5.5 million

Challenges:

   * Sizable and unexpected consolidated operating losses of
     nearly $34 million based on unaudited fiscal year 2005
     statements and continued losses in the first quarter of 2006
     of $9.9 million

   * Competition from a financially strong and equally-sized
     hospital system, which is building a new hospital, and from
     physicians, who are competing heavily for outpatient
     services

   * Economically weak service area, which is contributing to
     higher self-pay and charity care as well as payer mix shifts
     to less-profitable insurance plans

   * Significant and multi-year declines in inpatient and
     outpatient surgeries from increased competition

   * Heavily unionized workforce with about 75% of employees in
     unions, compared with a much smaller portion at Forum's
     primary competitor.  Forum will need to secure concessions
     from the unions in order to ensure the system's long-term
     financial viability

   * Capital needs in order to remain competitive

   * Liquidity risk associated with two bank agreements,
     supporting a total of $60 million in debt, which were
     extended for a year but require waivers for covenant
     violations and will be subject to renewal risk at the end of
     2006

Recent Developments/Results: Since our last report in January
2006, Forum has reported December 2005 through March 2006
financial results.

December 2005 results were worse than expected based on 11-month
performance primarily because of accounting changes.  Twelve-month
unaudited results for fiscal year 2005 indicate a consolidated
operating loss of approximately $34 million for the system
excluding $11 million of restructuring and impairment charges.

The primary reason for the unexpectedly large loss reported on
Dec. 31, 2005, relates to $16 million in adjustments to bad debt,
charity care and contractual allowances to reflect a change in
recording adjustment to a cash collection basis.

This adjustment relates to prior reported periods in 2005, and
therefore could be considered non-recurring.  We believe this
change indicates that prior results may have been overstated and
future results will reflect this cash basis practice.

Operating losses in the first quarter of 2006 were particularly
large, totaling $9.9 million for the consolidated system.  The
losses were due to reimbursement reductions related to workers
compensation and Medicaid as well as lighter inpatient volumes
from a milder-than-expected flu season.  Outpatient surgeries
continue to be a challenge with a decline of 3% in the first three
months.

A new management team and Wellspring are beginning to implement
turnaround initiatives, the benefits of which we believe should
start to become apparent in subsequent reporting periods.
Wellspring identified opportunities of between $24 million and $32
million in improvement.

These opportunities are in the areas of revenue cycle initiatives,
labor productivity, supplies, purchased services and wages and
benefits.  The system is still in the process of developing
strategic alternatives for Forum Health.

Forum continues to face a number of fundamental operating
challenges.  The local economy remains weak, as evidenced by a
large and growing self-pay patient population.  There has been a
shift in managed care enrollment to lower-reimbursement health
plans.

Forum has also lost revenue from changes in the Medicare wage
index recalibration that resulted in another $5 million annualized
reduction beginning in October 2005.

Wellspring's findings indicated many of the challenges outlined
above and emphasized what we believe are these key imperatives:

   1) union concessions will be required to ensure the long-term
      viability of the system because Forum's wage and benefit
      structure places the system at a significant competitive
      and operating disadvantage;

   2) Northside Medical Center will need to be significantly
      restructured, including potential closures and downsizings
      of certain services;

   3) Trumbull Memorial Hospital may need service enhancement to
      maximize its operating potential; and

   4) physician relationships need to be closely managed to
      maintain loyalty, especially as restructuring plans are
      further defined.

Early evidence of revenue cycle improvements, specifically
improved collections, is apparent in the system's ability to
restore its cash position in March.  Unrestricted cash for the
system increased by $5 million in the month.

The system has two bank agreements.  The Series 1997B bonds are
insured floaters, insured by MBIA with a standby bond purchase
agreement from JPMorgan.

The Series 2002B bonds are variable rate bonds supported by a
letter of credit with Fifth Third Bank. Both the SBPA and LOC were
extended until Jan. 15, 2007.  However, Forum requires waivers
from JPMorgan and Firth Third for covenant violations in 2005.

Outlook: The continued Watchlist status reflects the system's
immense challenges in successfully executing a turnaround. Because
of the degree of uncertainty surrounding a number of key issues,
we view the current rating action as an interim action and we
expect to re-evaluate the rating again within the next 90 days, as
is typical for the Watchlist period.  The key issues we expect to
get further clarity on and incorporate into the next rating review
include:

   1) the likelihood of receiving concessions from unions, which
      is critical to the system's long-term viability;

   2) plans for the restructuring of services as currently
      offered by Forum Health and potential savings;

   3) demonstrated success in implementing turnaround
      initiatives; and

   4) the likelihood of receiving waivers from banks providing
      liquidity support.

What could change the rating up: Significant improvement in
operating performance with evidence of ability to sustain and meet
budgets, growth in unrestricted cash, stability in volumes,
demonstration of an ability to meet capital requirements to remain
competitive

What could change the rating down: Continued operating losses, an
increase in debt to finance a new hospital or other capital needs,
decline in unrestricted cash, further notable declines in volumes,
inability to achieve targeted union concessions

                          Key Indicators

Assumptions & Adjustments:

   -- Based on financial statements for Forum Health

   -- First number reflects audit year ended December 31, 2004

   -- Second number reflects unaudited 12-month financial
      statements ended Dec. 31, 2005

   -- Investment returns smoothed at 6% unless otherwise noted

   -- Inpatient admissions: 30,693

   -- Total operating revenues: $499.4 million; $506.7 million

   -- Moody's-adjusted net revenue available for debt service:
      $31.1 million; $8.1 million

   -- Total debt outstanding: $184.5 million; $181.9 million

   -- Maximum annual debt service: $12.8 million; $14.5 million

   -- MADS coverage with reported investment income: 2.6 times;
      0.5 times

   -- Moody's-adjusted MADS coverage with normalized investment
      income: 2.4 times; 0.6 times

   -- Debt-to-cash flow: 7.2 times; 113.3 times

   -- Days cash on hand: 94 days; 89 days

   -- Cash-to-debt: 67%; 69%

   -- Operating margin: -1.8%; -6.7%

   -- Operating cash flow margin: 4.7%; 0.1%

Rated Debt:

   * Series 1997A ($82 million): Aaa; Ba2 underlying rating;
     MBIA insured

   * Series 1997B ($42 million): Aaa/VMIG1; Ba2 underlying
     rating; MBIA insured, SBPA JPMorgan

   * Series 2002A ($39 million): Ba2

   * Series 2002B ($18 million): Aa1/VMIG1; supported by Fifth
     Third letter of credit


G+G RETAIL: Committee Retains Mahoney Cohen as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in G+G
Retail, Inc.'s chapter 11 cases sought and obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
retain Mahoney Cohen & Company, CPA, PC, as its financial advisor,
nunc pro tunc to Feb. 2, 2006.

The Committee selected Mahoney Cohen because of the firm's
experience in and knowledge of business reorganizations under
chapter 11 of the bankruptcy code and its familiarity with the
Debtor's industry.

Mahoney Cohen is expected to:

   a) assist the Committee in its review of the financial aspects
      of any proposed asset purchase agreement or plans of
      liquidation and assist the Committee in negotiating,
      evaluating and qualifying any competing offers;

   b) assist the Committee in its evaluation of liquidating cash
      flow or other projections prepared by the Debtor or its
      financial advisors;

   c) monitor the Debtor's activities regarding cash expenditures
      and general business operations subsequent to the Petition
      Date;

   d) assist the Committee in its review of monthly operating
      reports to be submitted by the Debtor or its accountants;

   e) manage or assist with any investigation into prepetition
      acts, conduct, property, liabilities and financial
      condition of the Debtor, its management or creditors,
      including the operation of the Debtor's business;

   f) analyze transactions with vendors, insiders, related or
      affiliated companies, subsequent and prior to the Debtor's
      bankruptcy filing;

   g) analyze transactions with the Debtor's financing
      institutions, if applicable and provide financial analysis
      related to any debtor-in-possession financing, including
      advising the Committee concerning those matters;

   h) assist the Committee in any litigation proceedings against
      the financing institutions of the Debtor, insiders and
      other potential adversaries, including testimony, if
      necessary;

   i) attend meetings with representatives of the Committee and
      their counsel and prepare presentations to the Committee
      that provide analyses and updates on diligence; and

   j) perform any other services that Mahoney Cohen deems
      necessary.

Jeffrey T. Sutton, a director of Mahoney Cohen, discloses that the
Firm's professionals bill:

         Professional                       Hourly Rate
         ------------                       -----------
         Shareholders and Directors          $390-$520
         Managers and Senior Managers        $290-$390
         Senior Accountants and Staff        $135-$290

If its blended hourly rate exceeds $285 per hour, the firm says
it will voluntarily reduce its fees to cap the blended rate at
$285 per hour.

Mr. Sutton assures the Court that Mahoney Cohen does not hold any
interests adverse to the Debtor and is disinterested as that term
is defined in Sec. 101(14) of the Bankruptcy Code.

                        About Mahoney Cohen

Mahoney Cohen -- http://www.mahoneycohen.com/-- is a certified
public accounting and management consulting firm servicing the
middle market.  The firm currently has a staff of over 215,
including 26 partners, and offices in New York City, Miami,
Florida and Boca Raton, Florida.

                            About G+G

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.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  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.


G+G RETAIL: Court Approves Financo as Investment Banker
-------------------------------------------------------
G+G Retail, Inc., sought and obtained permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Financo, Inc., as its investment banker, nunc pro tunc to
Jan. 25, 2006.

As reported in the Troubled Company Reporter on Feb. 7, 2006,
Financo will:

   a) meet with the Debtor's management and familiarize itself
      with the business, operations, properties, assets,
      liabilities, financial condition and prospects of the
      Debtor;

   b) evaluate the Debtor's short-term and long-term borrowing
      capacity;

   c) consult with, advise and assist the Debtor in identifying
      and evaluating various potential financing and strategic
      alternatives that may be available to the Debtor including
      potential improvements to agreements with existing lenders,
      landlords, and credit card program operators;

   d) advise the Debtor as to the timing, structure and pricing
      of a potential transaction;

   e) assist the Debtor, its management and advisors in the
      preparation of a written memorandum describing the Debtor,
      its business, financial condition, results of operations,
      prospects and other material matters concerning the Debtor
      for the purpose of soliciting interest from third parties
      to engage in potential capital investment;

   f) assist the Debtor, its management and advisors in the
      preparation of a written memorandum and other materials
      that will be useful in soliciting offers for the sale of
      the company's PR Division;

   g) identify, update, review and approach on an ongoing basis a
      list of parties that might be interested in acquiring the
      PR Division;

   h) assist in arranging for a DIP financing;

   i) meet with the Debtor's Board of Directors to discuss the
      financial implications of a transaction; and

   j) provide expert testimony when necessary.

Under an engagement agreement, the Debtor will pay Financo:

   a) an engagement fee of $50,000 for services connected with
      the sale of the PR Division;

   b) capital engagement fee of $50,000 for services connected
      with obtaining a capital investment;

   c) a success fee in the event that the Debtor's Puerto Rico
      business and assets are sold;

   d) a success fee in the event that Financo arranges a capital
      investment; and

   e) a success fee upon the consummation of a sale of the
      company.

Michael O'Hara, a member at Financo assured the Court that the
Firm is disinterested as that term is defined in Section 101(14)
of the Bankruptcy Code.

                           About Financo

Financo Inc. -- http://www.financo.com/-- is an investment
banking firm that provides investment banking services to retail
and consumer businesses on a wide variety of corporate matters,
including merger and acquisition transactions, debt
restructurings, private placements of debt and equity securities
and corporate valuation.  Mr. O'Hara can be reached at Financo's
New York office:

          Michael O'Hara
          Financo Inc.
          535 Madison Avenue
          New York, NY 10022
          Tel: 212-593-9000
          Fax: 212-593-0309

                             About G+G

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.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  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.


G+G RETAIL: Court Approves CRP's Retention as Crisis Managers
-------------------------------------------------------------
G+G Retail, Inc., sought and obtained authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ:

   -- Corporate Revitalization Partners, LLC, as its crisis
      managers and financial advisors; and

   -- Charles F. Kuoni III as its chief restructuring officer.

Mr. Kuoni is a director at CRP.  He assisted the Debtor in
planning for its chapter 11 planning.  As CRO during the Debtor's
chapter 11 proceeding, Mr. Kuoni will assist the Debtor in its
operations and the completion of the sale of substantially all of
G+G's assets.

                       Professional Services

In particular, Mr. Kuoni will:

   a) serve as the interface between counsel and management to
      assist with the Debtor's duties in managing the bankruptcy
      estate;

   b) attend court hearings and provide testimony on those
      matters that the CRO is knowledgeable and is deemed to
      have expertise;

   c) assist in the development of a plan and negotiate with
      unsecured creditors;

   d) provide testimony on the feasibility of a plan and whether
      the plan provides for a recovery that is greater than the
      recovery of unsecured creditors under chapter 7;

   e) work with the Debtor's counsel in preparing a disclosure
      statement and a chapter 11 plan;

   f) assist management in complying with the monthly reporting
      requirement to the U.S. Trustee;

   g) assist with real estate lease negotiations; and

   h) do other duties as the Board of Directors and CRP may
      agree upon.

CRP will also:

   a) work with the Debtor and its counsel to gather information
      and data necessary to prepare bankruptcy schedules;

   b) work with prospective DIP lenders;

   c) work with management to identify additional overhead cost
      savings, including a review of distribution center and
      store operating overhead;

   d) work with management to prepare scripts for dealing with
      employee questions regarding bankruptcy;

   e) work with management on handling vendor calls regarding
      the collection of past due amounts and deposits for future
      goods;

   f) work to establish procedures for dealing with reclamation
      claims including the verification of inventory and
      validity of claims;

   g) work with management to evaluate the impact on cash flow
      of fewer stores and less merchandise inventory in 2007
      projections as a result of the reduced level of
      merchandise purchased in January and February 2006;

   h) work on preparing the weekly cash flow projection for the
      DIP;

   i) join with management in negotiating regarding funding of
      current obligations;

   j) contact liquidators and arrange for liquidation of non-
      core stores;

   k) act as a repository for any legal notices received from
      landlords and distribute same to legal team and
      management;

   l) attend critical meetings and Board meetings when asked;

   m) work with management preparing for and presenting all of
      the services enumerated to the Board of Directors; and

   n) assist the Debtor in complying with its reporting
      requirements as a debtor-in-possession, including the
      filing of monthly operating reports.

The Court also authorized the Debtor to employ these professionals
from CRP to provide services in support of Mr. Kuoni's role:

      Professional                 Description of Services
      ------------                 -----------------------
      William Snyder,         Will provide testimony in support
      Managing Partner        of the motion to obtain DIP
                              financing and the sale motion with
                              respect to the Debtor's efforts to
                              obtain new equity investors,
                              financing, DIP financing and
                              efforts to negotiate the sale of
                              the Debtor's assets.  In addition,
                              Mr. Snyder may provide testimony on
                              those matters at later hearings if
                              necessary.

      Gil Osnos,              Will provide assistance to the
      Partner                 Debtor with respect to store
                              operations and general
                              merchandising.  Mr. Osnos's
                              involvement in the case, however,
                              is expected be very limited since
                              the Debtor anticipates operating as
                              a going concern for a short period
                              of time prior to the proposed sale
                              of substantially all of the
                              Debtor's assets.

      William J. Sanford,     Will assist the Debtor in
      Associate               complying with its financial
                              reporting requirements while in
                              chapter 11, which includes
                              assisting the Debtor with the
                              preparation and filing of the
                              monthly operating reports.  In
                              addition, Mr. Sanford will provide
                              additional support to the Debtor
                              with respect to matters involving
                              accounting functions, vendor
                              reclamations, and other matters
                              that may arise during the case.

      Substituted Associates  May be utilized to provide the same
                              types of services to the Debtor if
                              Mr. Sanford is unavailable.

                           Compensation

As reported in the Troubled Company Reporter on Feb. 2, 2006,
William K. Snyder disclosed his firm's professionals' current
hourly billing rates:

         Designation                   Rate
         -----------                   ----
         Managing Partners          $350-$475
         Partners/Directors         $225-$350
         Associates                 $175-$225

Mr. Kuoni III's fees will be capped at $16,250 per week billed
on an hourly basis.

Furthermore, the firm will receive a $350,000 success fee if the
Debtor will be sold as a going concern or emerge from chapter 11
as a going concern with at least 250 stores in accordance with a
plan.

Mr. Snyder assures the Court that CRP and Mr. Kuoni are
disinterested as that term is defined in Section 101(14) of
the Bankruptcy Code.

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.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, P.C., represents the
Official Committee of Unsecured Creditors.  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.


GLOBAL HOME: Organizational Meeting on April 24 in Wilmington
-------------------------------------------------------------
The United States Trustee for Region III will hold an
organizational meeting to appoint an official committee of
unsecured creditors in Global Home Products LLC's chapter 11 cases
at 1:00 p.m. on April 24, 2006, at the Hotel DuPont, located at
100 W. 11th St., in Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341
of the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete
and return to the U.S. Trustee a statement indicating their
willingness to serve on
an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject to
the terms of strict confidentiality agreements with the Debtors
and other core parties-in-interest.  If negotiations break down,
the Committee may ask the Bankruptcy Court to replace management
with an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Headquartered in Westerville, Ohio, Global Home Products, LLC --
http://www.anchorhocking.com/and http://www.burnesgroup.com/--  
sells houseware and home products and manufactures high quality
glass products for consumers and the food services industry.  The
company also designs and markets photo frames, photo albums and
related home decor products.  The company and 16 of its affiliates
filed for Chapter 11 protection on Apr. 10, 2006 (Bankr. D. Del.
Case No. 06-10340).  Laura Davis Jones, Esq., Bruce Grohsgal,
Esq., James E. O'Neill, Esq., and Sandra G.M. Selzer, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub LLP, represent
the Debtors.  When the company filed for protection from their
creditors, they estimated assets between $50 million and $100
million and debts of more than $100 million.


GROSS PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Gross Properties, L.L.C.
        1304 East Republic Road
        Springfield, Missouri 65804

Bankruptcy Case No.: 06-60242

Chapter 11 Petition Date: April 6, 2006

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, P.C.
                  1524 East Primrose Street, Suite A
                  Springfield, Missouri 65804
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


HELIX ENERGY: Moody's Places Credit & Corp. Family Ratings at B2
----------------------------------------------------------------
Moody's assigned first time ratings to Helix Energy Solutions
Group, Inc.  With a stable outlook, Moody's assigned a B2
Corporate Family Rating to Helix, and a B2 rating to the company's
new $1,090 million senior secured credit facilities.

The new credit facilities consist of an $840 million term loan B
and a $250 million 5-year revolving credit facility.  The term
loan proceeds will fund the cash portion of the $1.4 billion
acquisition of Remington Oil and Gas, a small, deepwater focused
exploration and production company.

The B2 ratings reflect:

   -- the very high cost, small scale, short lived asset base
      of the pro forma E&P business which contains less than a
      B2 profile and is expected to contribute approximately
      two-thirds of the near-term pro forma EBITDA for Helix;

   -- Moody's view of leverage on the E&P business, which ranks
      among the highest for E&P companies in our rated universe
      after Moody's allocation of only the new debt being used to
      acquire Remington to the E&P business;

   -- the lumpy nature of the deepwater Gulf of Mexico region,
      which is where the company's prospects primarily are
      located;

   -- the expectation that outstanding debt could remain high
      until 2008 as the company pursues an aggressive drilling
      program and further fleet expansion for the services
      business; and

   -- the need for Helix to demonstrate the success of its
      integrated services and E&P business model.

The ratings are supported by:

   -- a solid oilfield services business that will generate about
      one-third of the near-term pro forma EBITDA and enhances the
      overall credit profile of the company;

   -- added scale to the E&P operations with the Remington
      acquisition;

   -- Remington's established track record of reserve and
      production growth; and

   -- the company's services business focus in the very active
      deepwater GOM which should provide enhanced visibility to
      that business' earnings and cash flows.

The stable outlook reflects the continued momentum in the services
business, which is expected to remain favorable at least through
2006 and could provide cash flow support for the company's
expensive deepwater E&P opportunities.

The stable outlook also assumes:

   -- that no material incremental debt is utilized for the
drilling program and possible fleet expansion;

   -- the E&P leveraged full cycle costs will significantly
      improve from the Moody's estimated $35.00/boe to
      $40.00/boe range on a pro forma basis based on Moody's
      allocation of the new debt to the E&P business, the Q4'05
      cost structure for both companies, and includes a three
      year all sources-F&D of $22.80/boe pro forma for the
      Remington acquisition; and

   -- that there will be continued growth in the reserves at more
      competitive and sustainable costs.

Acquisitions will be assessed on their individual merits. However,
retention of the stable outlook requires that any material
acquisitions are funded largely with common equity and that
leverage will not increase.

A positive ratings action would be considered in the event of a
significant and permanent debt reduction that significantly brings
leverage on the E&P business down while also demonstrating
sustained sequential quarterly production gains.

A ratings upgrade would also require significantly improved
capital productivity evidenced by significant growth in the proven
reserve base with a balance of PD and PUD reserves at sustainable
costs, improved cash-on-cash returns, and a clear demonstration
that the company can and will operate with leverage on the PD
reserve base within $8.00/boe.

Moreover, Moody's would expect to see the company's services
business continuing to post improving results with lease adjusted
leverage on that business no greater than 3.0x in the upcycle.

The facilities are not notched up from the Corporate Family Rating
despite being secured by essentially all of the assets of the
company.  The rationale is due to:

   i) the preponderance of secured debt in the capital structure
      relative to the total unsecured debt;

  ii) the lack of a borrowing base mechanism which would offer
      better protection for the lenders in the event the short-
      lived E&P assets experience any significant deterioration;
      and

iii) the company's contemplation of a IPO spin-off of the GOM
      shelf marine contracting services, the assets of which
      would then be removed from the collateral package, though
      the lenders would still have the Helix owned shares of that
      entity upon the IPO.

Helix Energy Solutions Group, Inc., headquartered in Houston,
Texas, is engaged in the exploration and production of oil and
natural gas primarily in the Gulf of Mexico and provides oilfield
services to the oil and gas industry.


HILITE INT'L: Weakening EBIT Margins Cue Moody's Junked Ratings
---------------------------------------------------------------
Moody's Investors Service lowered the Corporate Family rating of
Hilite International, Inc., to Caa1 from B2.  The senior secured
bank credit facilities' ratings of its U.S. subsidiary, Hilite
Industries, Inc., and its European subsidiary, Hilite Germany GmbH
& Co, KG have also been lowered to Caa1 from B2, and Hilite
Industries' senior subordinated notes' rating has been lowered to
Caa3 from Caa1.  The rating outlook is Negative.

The downgrade reflects Hilite's continued weakening EBIT margins
and free cash flow as a result of the continuing difficult
operating environment for automotive suppliers.

Factors influencing the company's weak performance are its high
concentration of domestic OEM customers which have experienced
lower production volumes in 2005, and an unfavorable sales mix
shift that has resulted in revenue shortfalls relative to prior
expectations.

Moreover, the effects of continued negotiated price downs with
OEMs, and higher raw material costs have adversely affected
margins.

Debt metrics have shown a commensurate deterioration with
EBIT/Interest falling below 1 times and Debt/EBITDA exceeding 5
times.  While the company has remained cash flow generative,
Moody's notes that capital reinvestment has been at modest levels
that may not be sustainable.

Absent initiatives to improve earnings and cash flow generation,
the company's credit metrics and operating trends are more
consistent with a Caa rating under Moody's Auto Supplier Rating
Methodology.

The rating outlook remains negative.  Overall industry trends for
automotive suppliers remain under pressure, and with some revenue
concentration with GM, Hilite remains subject to potential
disruptions at key customers during the coming year.

With limited balance sheet liquidity and modest headroom under
financial covenants in debt agreements, Hilite has limited
capacity to withstand adverse developments.

Ratings downgraded:

   * Hilite International -- Corporate Family, Caa1 from B2

   * Hilite Industries, Inc.

        -- $60 million senior secured revolving credit and $70
           million senior secured term loan to Caa1 from B2

        -- $30 million senior subordinated notes to Caa3
           from Caa1

   * Hilite Germany GmbH & Co. KG -- $50 million senior secured
           term loan to Caa1 from B2

Moody's last rating action for Hilite was on Aug. 25, 2005 when
the ratings were lowered.

Hilite, headquartered in Cleveland, Ohio, is a designer and
manufacturer of highly engineered, valve-based components,
assemblies, and systems used principally in powertrain
applications for the automotive market.  The company's annualized
revenues approximate $400 million.


HUGHES NETWORK: S&P Affirms $450MM Sr. Unsecured Notes' B- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' rating on
Germantown, Maryland-based satellite services provider Hughes
Network Systems' $450 million senior unsecured notes due 2014,
which was increased from $375 million.  All other ratings,
including the 'B' corporate credit rating, were affirmed; the
outlook is stable.

Proceeds from the $450 million senior unsecured notes will be
used to refinance existing debt and to fund additional cash to the
balance sheet.  Total debt is roughly $830 million on an
operating-lease-adjusted basis, and including $51 million in debt
from customer equipment financing.

"The ratings continue to reflect competitive telecommunications
industry conditions, mature revenue prospects for core enterprise
services, uncertain growth potential for small business and
consumer applications given rising competition from faster, more
economical phone and cable TV company data alternatives, a
leveraged financial profile, and potential operating and financial
risk from the Spaceway broadband satellite project," said Standard
& Poor's credit analyst Allyn Arden.

Tempering factors include:

   * HNS' leading position in the very small aperture terminal
     (VSAT) industry;

   * a degree of revenue stability from three-to-five year
     contracts with large enterprise customers;

   * VSAT technology's ability to provide ubiquitous, point to
     multipoint connectivity, which partly buffers competitive
     pressure from terrestrial networks; and

   * good customer and geographic diversity.


INDYMAC HOME: Credit Support Erosion Cues Moody's to Cut Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded two certificates and placed
on review for possible downgrade one certificate previously issued
by IndyMac Home Equity Mortgage Loan Asset Backed Trust, Series
SPMD 2000-C and 2001-C.

The securitizations are backed by subprime mortgage loans that
were originated by IndyMac Bank F.S.B.

The subordinate certificates are being downgraded and placed on
review for possible downgrade because of the erosion in credit
support and the pipeline of seriously delinquent loans will likely
contribute to ongoing weak performance.

The transactions have lender-paid mortgage insurance which may
reduce the severity of loss associated with many of the riskier
loans, including manufactured housing loans, which form a
component of the loan collateral.

IndyMac Bank F.S.B. is servicing the transaction and Deutsche Bank
National Trust Company is the trustee.

Moody's complete rating actions are:

   Issuer: IndyMac Home Equity Mortgage Loan Asset Backed Trust
   Depositor: IndyMac ABS, Inc

   Downgrades:

   * Series 2001-C; Class M-2, downgraded to Baa2 from A2
   * Series 2001-C; Class B, downgraded to B2 from Ba1

   Review for possible downgrade:

   * Series 2000-C; Class MV-1, current rating Aa2, under review
     for possible downgrade


JACUZZI BRANDS: Offers to Buy Back $47MM of 9-5/8% Sr. Sec. Notes
-----------------------------------------------------------------
Jacuzzi Brands, Inc., commenced an "asset disposition offer" for
the purchase of an aggregate of up to $47,690,000 aggregate
principal amount of its 9-5/8% Senior Secured Notes Due 2010 at
a purchase price of $1,000 per $1,000 principal amount of the
Securities, plus accrued and unpaid interest to the date of
payment.

The offer will expire at 12:01 a.m., New York City time, on
May 22, 2006, unless extended.

On June 30, 2005, the Company completed the sale of its investment
in Rexair, Inc. to Rhone Capital LLC.  On July 1, 2005, the
Company completed the sale of substantially all of the assets of
Eljer Plumbingware, Inc. to affiliates of Sun Capital Partners,
Inc.

The Indenture governing the Securities requires Jacuzzi to
reinvest the net proceeds from asset sales in assets useful to its
business within one year of the closing, or use such proceeds to
repay debt senior to the Securities.

To the extent that Jacuzzi does not so apply the proceeds, it must
make an asset disposition offer to purchase the Securities.
Jacuzzi has applied approximately $98.8 million of the asset sale
proceeds to retire its term loan and repay the balance of its
asset-based credit facility.

The Company has determined to launch the offer at this time with
the remaining proceeds, net of certain expenses and payments
incurred in connection with the dispositions, as provided in the
Indenture.

The offer is being made only by the Offer to Purchase dated
April 11, 2006.  Persons with questions regarding the offer should
contact:

     Diana Burton
     Vice President-Investor Relations
     Telephone (561) 514-3850

                       About Jacuzzi Brands

Headquartered in West Palm Beach, Florida, Jacuzzi Brands, Inc. --
http://www.jacuzzibrands.com/-- is a global manufacturer and
distributor of branded bath and plumbing products for the
residential, commercial and institutional markets.  These include
whirlpool baths, spas, showers, sanitary ware and bathtubs, as
well as professional grade drainage, water control, commercial
faucets and other plumbing products.  The company's products are
marketed under our portfolio of brand names, including JACUZZI(R),
SUNDANCE(R), ZURN(R) and ASTRACAST(R).

Jacuzzi Brands' 9-5/8% Senior Secured Notes due 2010 carry Moody's
Investors Service's, Standard & Poor's, and Fitch Ratings' single-
B ratings.


J.L. FRENCH: Wants to Assume Executory Contracts with Grob Systems
------------------------------------------------------------------
J.L French Automotive Castings and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to assume some unexpired executory contracts.

The Debtors tell the Court that they selected Grob Systems, Inc.,
to supply specialized, necessary production line equipment for
their GMT-900 and I4 programs.

On Jan. 10, 2006, Grob Systems announced its deferring of
performance on the contracts based on unconfirmed rumors about the
Debtors' financial position that had appeared in the financial
press.  The Debtors explained to Grob Systems about their
financial condition and plan to restructure their debt facilities,
including their intention to file prearranged chapter 11 cases.

On Jan. 19, 2006, the Debtors and Grob Systems, entered into a
Purchase Agreement Modification involving the Debtors to, among
other things, use their best efforts to obtain Court's authority
to assume the Grob Contracts.  The settlement also required Grob
Systems to, among other things, resume performing under the Grobs
Contracts.

The Debtors wants to assume the Grob Contracts and to:

   a) fulfill their obligations under the settlement;

   b) maintain good relations with a critical supplier of
      production line machinery;

   c) ensure that their participation in the GMT-900 and I4
      program proceeds as planned; and

   d) enhance their chances of securing additional business from
      existing customers.

The Debtors believe it is essential to pay all obligations owed
under the Grob Contracts to ensure that Grob Systems continues to
perform its obligations under those contracts.

Full-text copies of the contracts the Debtors intend to assume are
available for free at http://researcharchives.com/t/s?7ca

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.
Judy A. O'Neill, Esq., at Foley & Lardner LLP represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for chapter 11 protection, it estimated assets and debts of more
than $100 million.


KAISER ALUMINUM: Panel Supports Request to Block PBGC Agreements
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 31, 2006,
Kaiser Aluminum Corporation its debtor-affiliates, the PBGC and
the Union VEBA Trust will, on the Effective Date of the Plan,
entered into the Stock Transfer Restriction Agreement and the
Registration Rights Agreement.

The Stock Transfer Restriction Agreement prevents the PBGC and the
Union VEBA Trust from transferring or otherwise disposing of more
than 15% of the total number of shares of the stock issued to each
under the Plan in any 12-month period without prior written
approval of Reorganized KAC's board of directors in accordance
with Reorganized KAC's Certificate of Incorporation.

In the Registration Rights Agreement, the PBGC and the Union
VEBA Trust acknowledge that all resales of Registrable Securities
are subject to the terms of the Stock Transfer Restriction
Agreement and the restrictions on transfer contained in
Reorganized KAC's Certificate of Incorporation.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, related that the Reorganizing Debtors have
recently become aware that certain parties have expressed interest
in acquiring all or a portion of the PBGC's or the VEBA Trusts'
claims against the Reorganizing Debtors or rights to distributions
under the Plan.  In fact, some discussions among the parties have
already occurred.

The Reorganizing Debtors were concerned that any disposition by
the PBGC or the VEBA Trusts could make them ineligible for the
benefits of the Section 382(l)(5) safe harbor, which will
constitute an attempt to "exercise control over property of the
estate" in violation of Section 362(a)(3) of the Bankruptcy Code.

Moreover, any disposition could require the Reorganizing
Debtors to modify the Plan because certain dispositions will
require changes to the Reorganized KAC's Certificate of
Incorporation, the Stock Transfer Restriction Agreement or the
Registration Rights Agreement, which could delay the confirmation
process.

To ensure the preservation of certain carryforwards of net
operating losses and that any agreement will not delay the
confirmation process, the Reorganizing Debtors asked Judge
Fitzgerald to prohibit the PBGC and the VEBA trusts from entering
into agreements regarding their claims or rights to distributions
under the Plan without prior Court approval.

          Creditors Committee Supports Kaiser's Request

The Official Committee of Unsecured Creditors asserts that courts
have uniformly held that a debtor's net operating losses
constitute property of the debtor's estate.  Accordingly, courts
have the authority to protect the net operating losses.

Against this backdrop, the Creditors Committee informs Judge
Fitzgerald that it supports the request filed by Kaiser Aluminum
& Chemical Corporation and its debtor-affiliates to prohibit the
Pension Benefit Guaranty Corporation and the voluntary employees'
beneficiary association trusts benefiting certain hourly and
salaried retirees from entering into certain agreements, which
could jeopardize the Reorganizing Debtors' ability to use their
net operating losses.

William P. Bowden, Esq., at Ashby & Geddes, in Wilmington,
Delaware, explains that any disposition of claims or rights to
distributions under the Reorganizing Debtors' confirmed Plan of
Reorganization could severely limit the Reorganizing Debtors'
rights to use the NOLs, thereby negatively impacting them and
their creditors.

Based on its independent review and analysis of the Reorganizing
Debtors' existing projections and cash flows, the Creditors
Committee concludes that Kaiser will:

    * receive significant value under the Section 382(1)(5) of the
      Internal Revenue Code bankruptcy exception; and

    * be able to utilize the NOLs to avoid the payment of all
      taxes for a number of years thereby shielding them from
      being compelled to pay a significant amount of taxes, which
      benefits all of the their creditors.

Moreover, since Kaiser Aluminum Corporation's financial
performance has been stronger than projected, the Creditors
Committee believes that taxable income is likely to be higher in
2006 and could likewise be higher in subsequent years than
previously projected, which will make the NOLs even more valuable
to Reorganized KAC.

Any disposition of claims or rights to distributions under the
Reorganization Plan could require the Reorganizing Debtors to
modify the Plan, which could severely delay the confirmation
process to the detriment of the creditors, Mr. Bowden explains.

Mr. Bowden notes that the Reorganizing Debtors engaged in several
months of arm's-length negotiations surrounding the terms of the
"Stock Transfer Restriction Agreement", "Certificate of
Incorporation" and the "Registration Rights Agreement" with the
PBGC and the Union VEBA Trust.  The PBGC and the Union VEBA Trust
agreed to the terms and conditions provided in those documents.

In addition, the issues, including the value of the NOLs, were
fully disclosed in the Disclosure Statement to the Reorganization
Plan.  Creditors voted overwhelmingly in favor of the Plan under
the assumption that the Reorganizing Debtors would be able to
utilize the NOLs.

"It is clear that the PBGC and the VEBA Trusts were well aware of
the Debtors' need to preserve the use of the NOLs and the value of
the NOLs to the Debtors and their creditors," Mr. Bowden asserts.

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)


LAURENTIAN BANK: DBRS Confirms Debentures Rating at BBB (Low)
-------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Laurentian
Bank of Canada.  The ratings and trends of the Bank are supported
by some improvement in the Bank's earnings and internal capital
generation.

However, it remains to be seen if the branch expansion and efforts
to improve cross-selling will eventually result in an acceptable
level of profitability.

Rating action:

   * Short-Term Instruments -- Confirmed R-2 (high)
   * Deposits & Senior Debt -- Confirmed BBB
   * Subordinated Debentures -- Confirmed BBB (low)
   * Non-Cumulative Preferred Shares -- Confirmed Pfd-3n
   * Cumulative Preferred Shares -- Confirmed Pfd-3

DBRS agrees the Bank is following the best path available to it to
improve earnings over the longer term, but execution has been
slow.

Laurentian also continues to face significant hurdles in reducing
its high cost structure, which will be difficult to address as a
result of the unionized workforce and the comparatively small
scale of the operation.

However, despite the low level of internal capital generation, the
Bank retains a reasonably strong financial risk profile and a
generally low business risk profile.

While credit risk metrics have improved on an absolute basis, they
have not improved as much as for the larger Schedule 1 Chartered
banks, largely as a result of unprecedented improvements in the
larger banks' corporate portfolios, where Laurentian has less
exposure.

However, when the corporate credit cycle eventually turns,
Laurentian should be in good shape relative to its larger
competitors as a result of its greater emphasis on personal
lending.

While the Bank has seen some expansion in its businesses outside
of Quebec, primarily through B2B Trust, it remains heavily
dependant on the Quebec economy.


LEAR CORP: Moody's Places $800 Mil. Term Loan Ratings at Low-B
--------------------------------------------------------------
Moody's Investors Service affirmed Lear Corporation's Corporate
Family rating of B2 and assigned a B2 rating to the company's new
$600 million first lien term loan and a B3 rating to the new $200
million second lien term.

At the same time, the rating agency lowered the ratings on Lear's
senior unsecured notes to B3 to reflect lower recovery
expectations upon the pledge of certain assets to the company's
secured indebtedness.

The latter action concludes a review announced on Mar. 30, 2006.
In addition, the company's Speculative Grade Liquidity rating was
affirmed at SGL-3, but will be revisited upon closing of the
amendment required for the new transactions.

The rating actions follow the announcement by the company of
underwritten plans to refinance up to $717 million of indebtedness
that either matures in February 2007 or may be put to the company
in the same month by holders of its current zero coupon
convertible note issue.  Lear will also amend the terms of its
principal bank credit facilities.

This will involve supplementing the current collateral package,
and revising its financial covenants.  Although the financing
plans successfully address a substantial cash requirement in early
2007, the outlook remains negative due to the challenging
environment for profitability in North America and prospects for
external developments in that market to disrupt automotive
industry activity.

Ratings affirmed:

   * Corporate Family, B2

   * Speculative Grade Liquidity, SGL-3

Outlook, negative

Ratings assigned:

   * $600 million first lien term loan, B2

   * $200 million second lien term loan, B3

Ratings lowered:

   * Senior unsecured notes to B3 from B2

   * Shelf ratings to (P)B3, (P)Caa2 and (P)Caa3 from (P)B2, (P)
     Caa1, and (P) Caa2 for senior unsecured, subordinated and
     preferred respectively

Lear's financing plans total $800 million and include a new $600
million first lien term loan and a new $200 million second lien
term loan.  The first lien term loan will mature in March 2012,
and the second lien term loan will mature on September 2012.

Proceeds from these transactions will be used to repay an existing
$400 million bank term loan with a maturity in February 2007 and
to fund a bank controlled account which will address the potential
put of up to $316.5 million of Lear's convertible notes in
February 2007.

To the extent the convertible notes are paid, redeemed, or
purchased and cancelled prior to their February put-date, a
corresponding amount in the controlled account will be released to
Lear.

An amendment to the company's existing bank credit facility will
be required to close on the new transactions.  On a pro forma
basis, the first lien debt will aggregate $2.3 billion and consist
of a $1.7 billion revolving credit, which is not rated, and the
new $600 million term loan.

The transactions essentially represent a refinancing.
Consequently, Lear's overall leverage and prospective operating
performance will not be affected.

Lear's interest expense will increase slightly, and a higher
proportion of it will be cash pay.  However, the resultant impact
on the company's EBIT/Interest coverage and FCF generation in
light of the elimination of its dividend will not significantly
alter debt protection measures.  These will remain consistent with
the B2 Corporate Family rating, which has been affirmed.

Lear's bank debt and public debt currently benefit from upstream
guarantees from the company's principal subsidiaries, and include
provisions that ensure that both bank and public debt benefit
equally from the additions of any new subsidiary guarantors.

This feature ensures that the claims of the bank and public debt
remain pari passu within the company's capital structure.
However, the banks also benefit from the pledge of shares of a
limited number of subsidiaries that do not serve as guarantors.

The bank amendment will provide the banks with certain incremental
collateral consisting of additional shareholdings in subsidiaries
as well as certain inventory, property, plant & equipment,
intercompany notes, intellectual property, and other assets.

The significance of the subsidiaries whose shares are pledged to
the banks, but who will not be guarantors, will rise substantially
from current circumstances.

Furthermore, the terms of the amendment will also introduce
limitations on asset sales, mandatory repayment provisions in
certain circumstances, and tighter limitations on the amount of
aggregate subsidiary indebtedness, potentially assuring higher
values accrete to the pledged equity interests in the
subsidiaries.

Lear's indentures for its unsecured notes currently have certain
exclusions and limitations on the amount of assets that can be
pledged without providing ratable security to note holders.

The more restrictive of these lien baskets was approximately $400
million at the end of December.  The bank amendment will also
provide additional headroom under the company's existing leverage
and interest coverage ratios.

While the collection of collateral being provided establishes some
benefit to the first lien bank debt, the rating agency concluded
that a full notch differential from the Corporate Family rating
was not warranted at this time.

This flows from the preponderance of total balance sheet debt
which secured obligations would represent, the inherent
limitations and variability associated with subsidiary enterprise
valuations, and constraints under the applicable provisions of the
note indentures on liens over other assets.

Consequently, the new first lien term loan is rated level with the
Corporate Family rating at B2.  The new second lien term loan will
have a junior interest over the collateral and is rated B3 to
reflect its junior priority and limited rights under the inter-
creditor agreement.

Although effectively subordinated to the claims of the secured
debt, senior unsecured ratings have been lowered one notch from
Corporate Family to B3 given reservations on values subject to
priority secured claims and expectations that recovery rates for
unsecured notes might not materially differ from the second lien
debt.

Upon closing of the transactions and related amendment, Lear's
liquidity profile could improve.  However, execution of the
refinancing is contingent on receiving certain amendments from
bank lenders.  As a result, the SGL-3 rating has been affirmed at
this time, but will be revisited when the refinancing is
completed.

Lear Corporation, headquartered in Southfield, Michigan, is an
integrator of automotive interiors, including seat systems,
interior trim and electrical systems.  The company had revenues of
$17 billion in 2005 and has more than 110,000 employees in 34
countries.


LONG BEACH: Moody's Cuts Ratings & Reviewing for Further Downgrade
------------------------------------------------------------------
Moody's Investors Service downgraded and placed under review for
possible downgrade twelve certificates from five deals from Long
Beach Mortgage Company deals.

The transactions are backed by primarily first lien adjustable and
fixed rate subprime mortgage loans originated by Long Beach.  The
master servicer on the deals is Long Beach Mortgage Company.

The twelve subordinate classes are being downgraded and placed on
review for possible downgrade because existing credit enhancement
levels may be low given the current projected losses on the
underlying pools.

The transactions have taken significant losses causing gradual
erosion of the overcollateralization.  In addition, the severity
of loss on the liquidated loans has begun to increase due among
other factors to a higher concentration of manufactured housing
loans.

In the review Moody's also focused on the various triggers
available to the transactions and how they have helped protect
investors.

Downgrades:

   Issuer: Long Beach Mortgage Loan Trust Asset
           Backed Certificates

   * Series 2002-1; Class M3, downgraded to B1 from Baa3;
   * Series 2002-2; Class M4A, downgraded to Caa1 from Ba3;
   * Series 2002-2; Class M4B, downgraded to Caa1 from Ba3;
   * Series 2002-5; Class M-3, downgraded to Baa3 from Baa2;
   * Series 2002-5; Class M-4A, downgraded to B2 from Baa3;
   * Series 2002-5; Class M-4B, downgraded to B2 from Baa3;

   Issuer: ACE Securities Corporation, Home Equity Loan
           Trust 1999-LB2

   * Series 1999-LB2; Class B, downgraded to Baa3 from Baa2;

Review for possible downgrade:

   Issuer: ACE Securities Corporation, Home Equity Loan
           Trust 1999-LB2

   * Series 2001-4; Class M2, current rating Baa1, under review
     for possible downgrade;

   * Series 2001-4; Class M3, current rating Caa1, under review
     for possible downgrade;

   * Series 2002-1; Class II-M1, current rating Aa2, under review
     for possible downgrade;

   * Series 2002-1; Class M2, current rating A2, under review for
     possible downgrade;

   * Series 2002-2; Class M3, current rating Baa2, under review
     for possible downgrade.


MARKSON ROSENTHAL: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Markson Rosenthal & Company, Inc.
        301 Sylvan Avenue
        Englewood Cliffs, New Jersey 07632

Bankruptcy Case No.: 06-13163

Type of Business: The Debtor manufactures point of purchase
                  displays and offers contract packaging services.
                  See http://www.marksonrosenthal.com

Chapter 11 Petition Date: April 14, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: Allen J. Underwood, II, Esq.
                  Becker, Meisel LLC
                  Eisenhower Plaza II
                  354 Eisenhower Parkway, Suite 2800
                  Livingston, New Jersey 07039
                  Tel: (973) 422-1100
                  Fax: (973) 422-9122

Total Assets: $0

Total Debts:  $11,870,120

Debtor's 19 Largest Unsecured Creditors:

      Entity                           Claim Amount
      ------                           ------------
   Jay Packaging Corp.                     $474,975
   100 Warwick Industrial Drive
   Warwick, RI 02886

   Pinnacle Staffing                       $427,287
   P.O. Box 17589
   Greenville, SC 29606

   Snelling Personnel Service              $409,357
   P.O. Box 650765
   Dallas, TX 75265

   Alliance Display & Packaging            $385,025
   P.O. Box 102064
   Atlanta, GA 30368

   Schiffenhaus Packaging Corp.            $352,939
   P.O. Box 34232
   Newark, NJ 07189

   New Dimensions Research Corp.           $325,050
   260 Spagnoli Road
   Melville, NY 11747

   Mannkraft Corp.                         $300,432
   P.O. Box 820405
   Philadelphia, PA 19182

   Diamond Packaging Corp.                 $264,157
   111 Commerce Drive
   Rochester, NY 14692

   Cameo Personnel Systems, Inc.           $206,568

   Rex Corp.                               $194,569

   NPC National Packaging                  $167,231

   Island Architectural Woodworking Inc.   $161,432

   Adeco Employment Service                $135,563

   Panel Prints, Inc.                      $125,435

   Kelly Temporary Services, Inc.          $112,348

   Squire Corrugated Container Corp.       $112,332

   Hilb, Rogal & Hobbs                     $105,646

   Fras Air Contracting, Inc.              $104,067

   Unity Graphics & Engraving              $102,613

   Sicht Pack Hagner, Inc.                  $87,086


MEDQUEST INC: S&P Downgrades Rating to B- With Negative Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
diagnostic imaging companies:

   * The corporate credit rating on Center for Diagnostic
     Imaging Inc. was lowered to 'B' from 'B+'; the rating outlook
     is stable.

   * The rating on MedQuest Inc. was lowered to 'B-' from 'B'; the
     rating outlook is negative.

   * The rating on Radiologix Inc. was lowered to 'B-' from 'B+';
     the rating outlook is negative.

"The downgrades reflect the increasing probability that Medicare
reimbursement cuts mandated by the Deficit Reduction Act of 2005
will affect the company following the legislation's implementation
on Jan. 1, 2007," said Standard & Poor's credit analyst Cheryl
Richer.  "In addition, the potential exists for subsequent
reimbursement pressures from private payors."

The long-term environment for diagnostic scans remains attractive
because of:

   * imaging's ability to limit unnecessary health treatment;
   * the expanded medical applications for diagnostic tools; and
   * the aging population.

However, these favorable prospects have been overshadowed by
equipment overcapacity.  Despite material operations in
certificate-of-need states that limit competition, barriers to
entry are only moderate, and competition has increased.  In
addition, there has been a concerted effort by both government and
private insurers to reign in the cost and use of scans.


MERIDIAN AUTOMOTIVE: Court Extends Exclusive Periods to July 31
---------------------------------------------------------------
Judge Walrath of the U.S. Bankruptcy Court for the District of
Delaware extends Meridian Automotive Systems, Inc., and its
debtor-affiliates' exclusive periods to:

    (a) file a plan of reorganization through May 31, 2006; and
    (b) solicit acceptances of that plan through July 31, 2006.

The Court overruled an objection interposed by the Informal
Committee.

            First Lien Committee's Secret Objection

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that on April 3, 2006, the
Informal Committee of First Lien Secured Lenders shared with the
Debtors, a draft of its proposed objection, to allow the Debtors
to determine whether the Objection should be filed under seal.

Upon review, the Debtors determined that the Objection contains
statement and arguments concerning their business operations that
could have a destabilizing effect, based on potential reactions
by their customers and suppliers.

At the Debtors' request, the Court authorized the Informal
Committee to file the Objection under seal.  The Court also
permitted the Debtors to file their reply to the Objection under
seal.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Court Approves MASI's Stipulation With InSite
------------------------------------------------------------------
On Sept. 13, 1999, InSite Angola LLC and Meridian Automotive
Systems, Inc., formerly known as American Bumper Mfg. Co.,
entered into an Industrial Lease Agreement concerning
manufacturing premises in Angola, Indiana.

Pursuant to the Lease, MASI has a right of first refusal with
respect to any third party offer to purchase the Premises.

InSite has received an offer to purchase the Premises from
Hanning & Bean Enterprises, Inc.  Insite has provided notice of
the Offer to MASI.

The terms of the Offer are without prejudice to any and all of
MASI's rights under the Lease, including the right to assume,
assume and assign, or reject the Lease by Hanning.  The Offer
specifically requires the delivery at closing of an Assignment
and Assumption of Lease.

MASI has reviewed the terms of the Offer and has elected not to
exercise its right of first refusal under the Lease.

Thus, Hanning asks the Court to authorize MASI to exercise its
election.

Accordingly, MASI and InSite agree that:

   (a) InSite complied with its obligation under the Lease,
       triggering MASI's right to elect whether to exercise its
       right of first refusal to purchase the Premises;

   (b) the terms of the Offer are without prejudice to any and
       all of MASI's rights under the Lease;

   (c) MASI has declined to exercise its right of first refusal
       under the Leases with respect to the sale of the Premises
       to Hanning; and

   (d) neither MASI's decision not to exercise its right of first
       refusal nor InSite's sale of the Premises to Hanning will
       prejudice any of MASI's rights with respect to the Lease.

Judge Walrath approves the Stipulation in its entirety.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Can Enter Into Tennant Financial Agreement
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
Meridian Automotive Systems, Inc., and its debtor-affiliates
authority to enter into an Agreement with Tennant Company and
execute the Schedules and perform all obligations under the
Agreement pursuant to Sections 105(a) and 363(b) of the Bankruptcy
Code.

The Tennant proposal contemplates a master lease agreement with
and lease financing through Tennant Financial Services, which
includes a combination of 36-month and 60-month lease terms with
total monthly lease payments of $13,300, for 20 sweepers.

The Quoted Monthly Payment was 15% lower than the next lowest
proposal the Debtors received, Mr. Brady tells the Court.

The Debtors and Tennant Financial are currently finalizing the
terms of the Master Agreement based on Tennant's proposal.  Upon
execution of the Agreement, the Debtors will begin negotiating
separate equipment schedules for each of their manufacturing
facilities based on the number of sweepers needed at each
facility, Mr. Brady relates.

The Schedules will be governed by the general terms of the
Agreement and the Debtors will have no obligation to lease any
equipment from Tennant until a Schedule is executed.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


METRIS TRUST: Moody's Confirms Ba2 Rating on Class D Securities
---------------------------------------------------------------
Moody's Investors Service confirmed the rating of one class and
upgraded the ratings of three subordinate classes of securities
issued from the Metris Master Trust, Series 2005-2 and related
Metris Secured Note Trust.

These securities have been under review for possible upgrade since
they were issued, on Oct. 19, 2005.  The rating action concludes
Moody's review of the bonds.

Upgraded Ratings:

   Issuer: Metris Master Trust

   * $54,500,000 Class M Floating Rate Asset Backed Securities,
     Series 2005-2, upgraded to Aa1 from Aa2

   * $69,700,000 Class B Floating Rate Asset Backed Securities,
     Series 2005-2, upgraded to Aa3 from A2

   Issuer: Metris Secured Note Trust

   * $78,800,000 Class C Floating Rate Asset Backed Securities,
     Series 2005-2, upgraded to Baa1 from Baa2


Confirmed Rating:

   Issuer: Metris Secured Note Trust

   * $39,400,000 and 35,400,000 Class D Floating Rate Asset
     Backed Securities, Series 2005-2, at Ba2

Rationale:

On Aug. 4, 2005, Metris Companies, Inc., announced that it had
agreed to be acquired by subsidiaries of HSBC Finance Corporation.
Following this acquisition, which closed on Dec. 2, 2005, Metris
was merged with and into HSBC.

The credit strength of HSBC is considerably stronger than Metris.
The credit strength of the seller/servicer is an important
consideration in Moody's credit opinion of the related asset-
backed securities due to the correlation between the viability of
the revolving securitization program and that of the related
seller/servicer.

It is Moody's opinion that higher-rated seller/servicers are more
likely to maintain the ongoing servicing and origination
requirements of such a program.

As a consequence of the acquisition, Moody's upgraded 17 classes
of securities issued from the Metris Trusts on Jan. 11, 2006.
Since the 2005-2 securities were issued prior to, and in
anticipation of, the close of the acquisition, they were
structured with a unique feature, described below, that allowed
changes to the capital structure of certain classes.

Unique Structural Feature of Series 2005-2 Bonds: The subordinate
classes of the Series 2005-2 securities issued from Metris Trusts
contain a structural feature which enables the Transferor to
reduce the excess collateral.

On Apr. 4, 2006, HSBC notified Moody's of its intention to utilize
this option by reducing the Ba2-rated Class D notes by $4.0
million, from $39.4 million to $35.4 million.  In addition, the
unrated Owner Certificate was reduced by $12.1 million, from
$66.67 million to $54.57 million.

Performance:

In 2001 and 2002, an aggressive underwriting and credit line
assignment strategy resulted in marked deterioration in the
collateral performance.

Since then, a positive credit cycle and a more conservative
underwriting and risk management strategy have significantly
improved the credit performance of the trust.

For example, over the last two years collateral performance of the
securitized Metris credit card portfolio has steadily improved.
Most notably, the excess spread margin, a proxy for profitability
in securitized pools, widened to a high of over 9% in September
2005 from a low of nearly 1% in June 2003.

Similarly, loss rates have fallen from a peak of 22.6% in February
2003 to a low of 13.0% in September 2005.  Moody's considered this
improvement in collateral performance in its review of the related
bonds.

Metris Companies Inc., headquartered in Minnetonka, Minnesota, was
the thirteenth largest general purpose credit card issuer in U.S.
and had total managed receivables of $5.9 billion as of June 30,
2005.  Following the acquisition Metris was merged with and into
HSBC Finance Corporation.

HSBC Finance Corporation is a consumer finance company that offers
a range of retail financial products, including real-estate
secured loans, credit cards, auto loans, unsecured personal loans,
and credit-related insurance products.  As of June 30, 2005, the
company had managed assets of almost $147 billion and common
equity of $16.8 billion.  HSBC is an indirect subsidiary of UK-
based HSBC Holdings plc, a global financial services firm with
global assets of almost $1.5 trillion.


MILLS CORPORATION: Mills Limited Refinances $337 Million Debt
-------------------------------------------------------------
In a Form 8-K filing with the Securities and Exchange Commission,
The Mills Corporation reported that on Apr. 7, 2006, The Mills
Limited Partnership refinanced $337 million of existing non-
recourse mortgage and mezzanine debt secured by the Sawgrass Mills
property that was due on July 7, 2006 with a new $625 million
mortgage loan from JP Morgan Chase Bank, N.A.

The new mortgage loan is generally non-recourse to Mills Limited,
subject to customary recourse carveouts, and has a two-year term,
subject to three one-year extension options.

The new mortgage loan bears interest at a floating rate of one
month LIBOR plus 1.68%, and is prepayable at any time, subject to
a prepayment penalty and spread maintenance during the first 12
months.

LIBOR is capped at 5.5% through an interest rate cap agreement
entered into with JPMorgan Chase Bank, N.A., which runs for the
initial term of the loan.

The net proceeds from the new mortgage loan totaled approximately
$246 million plus an additional $25 million which is held in
escrow and will be used to fund completion and lease-up of the
Sawgrass Mills project.

In conjunction with the refinancing, Mills Limited terminated a
forward starting swap associated with the Sawgrass Mills property
on Apr. 11, 2006, which netted approximately $15.0 million in
additional proceeds.

The new mortgage loan includes events of defaults that are
customary for a mortgage financing, and the occurrence of any of
such events of default would entitle the lenders under the new
mortgage loan to accelerate the new mortgage loan.

"The refinancing of Sawgrass Mills, together with our planned
refinancing of Madrid Xanadu and Vaughan Mills, as well as our
renewed access to our line of credit should provide the Company
with the liquidity needed to continue pursuing our core
development projects and prudently investing in our existing
assets."  said Chairman and CEO, Lawrence C. Siegel.

"This financial flexibility should also strengthen the Company's
position with respect to its previously announced exploration of
strategic alternatives."

JPMorgan Chase Bank, N.A., is the lender on the new Sawgrass Mills
mortgage loan and is also an agent or lender for certain other
loans made in the ordinary course to Mills Limited and various
operating subsidiaries of the company.

                          Default Waiver

The company, through Mills Limited, entered into an amendment of
its credit facility with JPMorgan Chase Bank, N.A., as lender and
administrative agent, and the other lenders, providing a
conditional waiver through Dec. 31, 2006, of events of default
under the facility that are associated, among other things, with:

    * the pending restatement of the financial statements of Mills
      Corporation and Mills Limited, and

    * the delay in the filing of the 2005 Form 10-K of Mills Corp.
      and Mills Limited.

                   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.


MILLS CORP: Lenders Agree to Waive Defaults through December 31
---------------------------------------------------------------
The Mills Corporation disclosed in a Form 8-K filing with the
Securities and Exchange Commission that on Apr. 5, 2006, The Mills
Limited Partnership entered into an Amendment No. 3 and Waiver to
its Second Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of Dec. 17, 2004, among Mills Limited,
JPMorgan Chase Bank, N.A., as lender and administrative agent, and
the other lenders.

                        Default Waivers

The agreement provides a conditional waiver through Dec. 31, 2006,
of events of default under the facility that are associated, among
other things, with:

    * the pending restatement of the financial statements of Mills
      Corporation and Mills Limited, and

    * the delay in the filing of the 2005 Form 10-K of Mills Corp.
      and Mills Limited.

                         New Borrowings

The agreement also permits the company, subject to conditions, to
obtain new borrowings up to $341 million, which constitutes the
currently unused portion of the $1.0 billion revolving commitment
under the facility.

The new borrowings are permitted in two stages, with:

    -- the first stage commencing immediately allowing for
       aggregate new borrowings up to $50 million and

    -- the second stage commencing not earlier than June 30, 2006
       allowing for new borrowings in excess of $50 million.

As a condition to the borrowings in either stage, unrestricted
cash balances of Mills Limited and its wholly owned subsidiaries
are not permitted to exceed $20 million.

Among other conditions, new borrowings will not be permitted after
May 1, 2006 until such time as waivers or standstill agreements
that are coterminous with the agreement are obtained with respect
to defaults under four construction project loans in Pittsburgh,
Cincinnati, St. Louis and Discover Mills, which are guarantied by
Mills Limited.

                       Security Interest

In connection with the agreement, Mills Limited entered into a
security agreement pursuant to which Mills Limited granted to the
Lenders a security interest in substantially all of Mills
Limited's pledgeable assets.

The security interest secures new borrowings under the agreement
on a first priority basis, with existing borrowings under the
facility and under the company's existing term loan agreement with
JPMorgan Chase Bank, N.A. secured on a second priority basis.

The agreement also permits certain deficiency obligations under
each of the four Guarantied Project Loan to become secured by the
security agreement in the event the lenders under such Guarantied
Project Loans agree to the waiver and standstill arrangements.  In
addition, Mills Limited is required to use commercially reasonable
efforts to provide additional collateral by May 1, 2006.

                   Budgeting Requirements

The agreement also establishes a budget of projected sources and
uses for Mills Limited and its consolidated subsidiaries through
Dec. 31, 2006.  The agreement requires that all expenditures and
facility borrowings be made in accordance with that budget, and
requires Mills Limited to certify compliance with the requirement
on a bi-weekly basis.

Any changes to the budget must have the approval of the Agent and
a steering committee of the Facility Lenders.

                    Financial Consultant

The company says that the Lenders have retained a financial
consultant for the purpose of, among other things, monitoring
compliance with the budget and reviewing the budget projections.
The company says that the financial consultant will be required to
deliver a report to the steering committee by June 30, 2006.

In the event the report indicates that the financial consultant's
projections of necessary revolving loan borrowings under the
facility as of Dec. 31, 2006 will exceed Mills Limited's budgeted
estimate by more than $50 million, the steering committee will
have the authority to require termination of the agreement and the
facility on Aug. 31, 2006, unless prior to August 31 an acceptable
agreement for a sale or merger transaction involving all or
substantially all of the assets of the company, Mills Limited and
their subsidiaries has been executed.

                   New Dividend Restrictions

The agreement also sets new limitations on dividends and
distributions by the company and Mills Limited.  The company says
that with respect to dividends to be declared and paid in the
second fiscal quarter of 2006:

    * the per share dividend paid  to holders of common stock must
      not exceed 50% of the per share common dividend paid in the
      second quarter of 2005, and

    * the per share dividend paid to holders of preferred stock
      must not exceed 100% of the per share preferred dividend
      payable under each series of preferred stock.

Dividends to be declared and paid in the third fiscal quarter of
2006 are subject to the same aggregate amount limitations, but are
subject to these additional conditions:

    1) If the steering committee elects to terminate the facility
       on Aug. 31, 2006 as a result of a financial consultant
       report, the company will not be permitted to pay a third
       quarter dividend.

    2) If the company were to determine to declare and pay
       dividends for the third quarter, Mills Limited must certify
       to the Lenders that the company is engaged in negotiations
       with one or more bona fide purchasers for a merger or sale
       involving all or substantially all of the assets of the
       company, Mills Limited and their subsidiaries and that an
       agreement providing for a closing date no later than
       Dec. 31, 2006 is expected to be entered into on or before
       Aug. 31, 2006.

In the event that a third quarter dividend is paid without a sale
or merger agreement being entered into prior to Aug. 31, 2006, no
further borrowings would be permitted after the date which is
thirty days following Aug. 31, 2006, unless on or before the 30th
day the steering committee approves an extension on the basis of
information concerning an expected sale or merger transaction.

Fourth quarter dividends are prohibited in all cases.

                        Other Covenants

The company reports that the agreement also sets new limitations
on the incurrence of indebtedness, with new indebtedness permitted
only for refinancings relating to the Sawgrass Mills, Madrid
Xanadu and Vaughan Mills projects.

Asset sales are also subject to new limitations, with permitted
construction assets and dispositions being limited to transactions
contemplated by the budget and sales of certain unimproved or
unleased real property.

                        Consent Fees

The company says that the agreement also provides for a 10 basis
point fee to the Lenders upon execution as well as a 15 basis
point fee to the Lenders upon receipt of waivers from the lenders
on the Guarantied Project.  The fees are assessed on the aggregate
term loan and revolving loan commitments of the Facility Lenders
that consent to the agreement.

                    Interest Rate Increase

In addition, the agreement also increases the interest rate
applicable to LIBOR based borrowings under the Facility from LIBOR
plus 1.45% to LIBOR plus 2.25%.  The Facility fee, assessed at a
rate of .25% on the maximum amount of the Facility, remains
unchanged by the Agreement.

Upon the occurrence of an event of default, incremental default
interest at a rate of 2% per annum will be due on all amounts that
were outstanding under the Facility during the period in which the
waivers under the Agreement were in effect.  Mills Limited is also
obligated to pay a $1.0 million fee to J.P. Morgan Securities
Inc., one half of which has already been paid.

            Amendment and Waiver to Term Loan Agreement

The company also reported that on Apr. 5, 2006, Mills Limited
entered into an Amendment No. 1 and Waiver to its Term Loan
Agreement, dated as of Jan. 5, 2006, by and between Mills Limited
and JPMorgan Chase Bank, N.A., as lender and administrative agent.
The amendment and waiver prohibit further borrowings under the
Term Loan, which has an outstanding balance of approximately $65
million.

In addition, the amendment and waiver increases the interest rate
applicable to LIBOR borrowings under the Term Loan from LIBOR plus
2.0% to LIBOR plus 2.5%.  Other terms and conditions of the
amendment and waiver are substantially the same as those under
"Amendment No. 3 and Waiver to Second Amended and Restated
Revolving Credit and Term Loan Agreement."

JPMorgan Chase Bank, N.A., which serves as the Agent and a Lender
under the Facility, individually or through its affiliates, is the
administrative agent and lender on the company's Term Loan.
JPMorgan is also an agent or lender for certain other loans made
in the ordinary course to Mills Limited and various operating
subsidiaries of the company.

Affiliates of JPMorgan Chase Bank, N.A. also perform investment
banking and advisory services for the company and Mills Limited
from time to time for which they receive customary fees and
expenses, and are currently assisting the company in connection
with its previously announced exploration of strategic
alternatives.

                   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.


MIRANT CORP: NY-Gen Unit Gets Access to $5 Million DIP Financing
----------------------------------------------------------------
The Honorable Michael D. Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas authorizes Mirant NY-Gen, LLC, to enter
into the debtor-in-possession facility and to execute and deliver
the DIP Facility Credit Agreement and the DIP Facility documents.

                   Summary of the DIP Facility

The salient terms of the DIP Facility are:

          Borrower: Mirant NY-Gen, LLC

            Lender: Mirant Americas, Inc.

          Facility: A revolving loan of $5,000,000, which may,
                    from time to time, be prepaid and reborrowed

      Closing Date: Will not occur if these conditions are not
                    satisfied:

                    (a) The parties' execution of the DIP Facility
                        Agreement, and MAI's receipt of all
                        required documents;

                    (b) There exists no default or event of
                        default; and

                    (c) True and correct representations and
                        warranties.

  Commitment
  Termination Date: The Commitment Termination Date will be the
                    earliest of:

                    (a) June 30, 2006;

                    (b) the date of termination of MAI's
                        obligations to make revolving loans or to
                        permit existing revolving loans to remain
                        outstanding due to the occurrence of an
                        Event of Default;

                    (c) the date of indefeasible prepayment in
                        full by Mirant NY-Gen of the revolving
                        loans;

                    (d) the date on which any liens securing any
                        outstanding obligations or payments to the
                        MAI are set aside or avoided, or the
                        related claims are disallowed in any
                        manner; and

                    (e) the effective date of Mirant NY-Gen's Plan
                        of Reorganization.

   Use of Proceeds: The proceeds will be used solely for working
                    capital and remediation of the Swinging Bridge
                    Dam in accordance with a budget that
                    evidences:

                     i. completion of planned remediation prior to
                        the scheduled Commitment Termination Date;
                        and

                    ii. that the planned remediation work can be
                        completed by MAI with funding in an amount
                        less than or equal to the commitment under
                        the DIP Facility.

                    The Budget, which will be subject to MAI's
                    review and approval must be approved by the
                    Bankruptcy Court, and must not contravene any
                    requirement of law or any DIP Facility
                    document.

          Interest: Mirant NY-Gen will pay interest to MAI in
                    arrears in respect of the unpaid principal
                    amount of each revolving loan on each
                    applicable payment date at the applicable
                    LIBOR Rate plus 4.25%.

     Default Rates: In the event of default, the interest rates
                    applicable to the revolving loans will be
                    increased by two percentage points per annum.
                    All outstanding obligations will bear interest
                    at the default rate applicable to those
                    obligations.

          Priority: Mirant NY-Gen's obligations under the DIP
                    Facility will, at all times, constitute a
                    Superpriority Claim in MAI's Chapter 11 cases,
                    having priority over all administrative
                    expenses under Sections 503(b) or 507(b) of
                    the Bankruptcy Code, subject only to the Carve
                    Out.

          Security: Mirant NY-Gen will grant, in favor of MAI, a
                    security interest in all the real, intangible,
                    and personal property and other assets:

                    * a legal, valid, perfected and enforceable
                      security interest in:

                      -- all right, title and interest of Mirant
                         NY-Gen in the Collateral; and

                      -- avoidance power claims and any recoveries
                         under Section 549;

                    * a first priority perfected security interest
                      in all of the Collateral that is not
                      encumbered by liens in favor of any other
                      person, subject only to certain permitted
                      liens; and

                    * a fully perfected security interest in all
                      of the Collateral encumbered on the
                      Petition Date, subject only to certain
                      permitted liens.

         Carve Out: Includes the allowed unpaid fees and expenses
                    payable under Sections 330 and 331 to
                    professional persons employed by Mirant NY-Gen
                    pursuant to Bankruptcy Court orders, as well
                    as payment of certain fees pursuant to
                    Section 1930 of the Judiciary Procedures Code
                    and to the clerk of the Bankruptcy Court.

   Indemnification: Mirant NY-Gen will indemnify and hold harmless
                    MAI for all claims arising in connection with,
                    among other things:

                    * Mirant NY-Gen's Chapter 11 cases and the
                      extension, suspension, termination and
                      administration of the DIP Facility, except
                      to the extent that the liability arises from
                      MAI's gross negligence or willful
                      misconduct;

                    * certain costs, losses or expenses arising in
                      connection with revolving loans; and

                    * certain liabilities for taxes in connection
                      with the DIP Facility.

The Court rules that NY-Gen's obligations and indebtedness arising
under the DIP Facility and the DIP Facility Documents will:

      i. have priority over any and all administrative expenses of
         the kind specified in Sections 503(b) or 507(b) of the
         Bankruptcy Code;

     ii. be secured by a lien on property of NY-Gen's estate that
         is not otherwise subject to a lien; and

    iii. be secured by a junior lien on property of the NY-Gen's
         estate that is subject to a lien; provided, however, that
         the lien is subject to the Carve-Out.

So long as no Default or Event of Default have occurred and will
be continuing under the DIP Facility, NY-Gen will be permitted to
pay compensation and reimbursement of expenses allowed and
payable under Sections 330 and 331 of the Bankruptcy Code or any
order of the Bankruptcy Court governing procedures for interim
compensation and reimbursement of expenses of professionals.

A full-text copy of the Order approving NY-Gen's $50 million DIP
Facility is available for free at:

              http://ResearchAarchives.com/t/s?7e0

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 95; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp. and
said the outlook is stable.  That rating reflected the credit
profile of Mirant, based on the structure the company expects to
have on emergence from bankruptcy at or around year-end 2005, S&P
said.


MIRANT CORP: TransCanada & Gas Transmission Hold $55 Mil. Claims
----------------------------------------------------------------
The Honorable Michael D. Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas rules that Gas Transmission Northwest
Corporation will have a final present value net allowed claim in
Mirant Debtor Class 3 for $21,892,210, plus interest at 4.70% from
July 15, 2003, through the Jan. 3, 2006, the effective date of
Mirant Corporation and its debtor-affiliates' Plan of
Reorganization, compounded quarterly.

As reported in the Troubled Company Reporter on Feb. 16, 2006,
TransCanada and GTN asked the Court to compel the Debtors to abide
by their on-the-record agreements and provide additional relief to
TransCanada and GTN to compensate for the Debtors' unjustified
refusal to do so.

The Debtors, TransCanada Gas and Gas Transmission are parties to
contracts for the transportation of natural gas.  The Contracts
are governed by their tariffs regulated by the Federal Energy and
Regulatory Commission.

The Debtors rejected the Gas Contracts, which gave rise to
rejection damages.  Gas Transmission and TransCanada timely filed
their proofs of claim.

The Debtors' Plan contains two provisions for how claims will be
treated with respect to interest:

   a. Those claims that have a contractual rate accrue interest
      at the non-default contractual rate, with compounding in
      accordance with the scheduled payments; and

   b. Those claims that do not have a contractual rate accrue 4%
      simple interest.

Subsequently, the Debtors reached a settlement agreement with
TransCanada and Gas Transmission, on the eve of the plan
confirmation hearing.  The Settlements addressed the interest
rate for each of the GTN and TransCanada claims and how they
would be treated under the Second Amended Plan.

For each of GTN and TransCanada, the agreement was that their
claims would accrue contractual interest at 4.7%.  Because the
relevant, contractual FERC Interest Rate changes each quarter,
the 4.7% rate represents the blended rate over the 2.5% year
period of time from the Petition Date through the Effective Date.

Those agreements were read in open court at the status conference
in advance of the plan confirmation hearing on November 30, 2005.

The Debtors reneged on their agreement to pay contractual interest
under the Plan.  The Debtors refuse to execute final settlement
documents or file Rule 9019 motions, preventing TransCanada and
GTN from receiving their proper distributions in the Debtors'
Chapter 11 cases.

                           Court Order

Under a Settlement Agreement and Release between GTN and the
Debtors, GTN will have a gross Allowed Claim for $25,000,000.  A
portion of the GTN Gross Allowed Claim in the principal amount of
$3,108,790 was secured, and the Settlement Order granted GTN
permission to apply the proceeds of certain assurances to satisfy
the secured portion of the GTN Gross Allowed Claim.

GTN's Net Allowed Claim is $24,572,116.

The Disbursing Agent will issue to GTN shares of New Mirant
Common Stock corresponding to the total Allowed Claim, including
interest, for $24,572,116 in Mirant Debtor Class 3 - Unsecured
Claims, to the extent the shares have not previously been issued.
After the Disbursing Agent issues the shares, it will provide
notice to GTN of the issuance of all shares issued to GTN on
account of the GTN Net Allowed Claim and the account number.

GTN will also receive any and all subsequent distributions under
the Plan of Reorganization in accordance with being a holder of
an Allowed Claim in Mirant Debtor Class 3 - Unsecured Claims,
corresponding to a total Allowed Claim, including interest, of
$24,572,116, including without limitation the corresponding Pro
Rata Share of the Designated Net Litigation Distributions.

TransCanada Gas Services Inc., on the other hand, will have a
final present value allowed claim in Mirant Debtor Class 3 for
$37,000,000, plus interest at 4.70% from July 15, 2003, through
the Effective Date, compounded quarterly.

The Court rules that the TransCanada Allowed Claim will be
satisfied by:

    (a) the Debtors assigning to TransCanada or its assignee or
        designee by quitclaim assignment any and all rights and
        claims that the Debtors may have against Androscoggin
        Energy, LLC, or any of its affiliates in connection with
        the contracts, which are the subject of the TransCanada
        Allowed Claim and the distribution and payment being made
        in the Debtors' bankruptcy case based on the TransCanada
        Allowed Claim; and

    (b) distribution in the Debtors' bankruptcy case based on a
        Mirant Debtor Class 3 claim for $29,750,000, plus interest
        at 4.70% compounded quarterly from July 15, 2003, through
        the Effective Date.

The TransCanada Allowed Claim is separate from and in addition to
the previously Allowed Claim for $2,450,000 of TransCanada and
certain of its affiliates, which was allowed pursuant to the
Court's Order dated Sept. 2, 2004.

TransCanada's Distribution Claim is $33,391,807.

The Disbursing Agent will issue to TransCanada shares of New
Mirant Common Stock corresponding to a total Allowed Claim,
including interest, in the amount of $33,391,806 in Mirant Debtor
Class 3 - Unsecured Claims.  After the Disbursing Agent issues
the shares, the Disbursing Agent will provide notice to
TransCanada of the issuance of the shares and the account number.

TransCanada will also receive any and all subsequent
distributions under the Plan in accordance with being a holder of
an Allowed Claim in Mirant Debtor Class 3 - Unsecured Claims,
corresponding to a total Allowed Claim, including interest, of
$33,391,806, including without limitation the corresponding Pro
Rata Share of the Designated Net Litigation Distributions.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- is a competitive energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant owns or leases more than 18,000
megawatts of electric generating capacity globally.  Mirant
Corporation filed for chapter 11 protection on July 14, 2003
(Bankr. N.D. Tex. 03-46590), and emerged under the terms of a
confirmed Second Amended Plan on January 3, 2006.  Thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed $20,574,000,000 in
assets and $11,401,000,000 in debts.  (Mirant Bankruptcy News,
Issue No. 95; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 8, 2005,
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to power generator and developer Mirant Corp. and
said the outlook is stable.  That rating reflected the credit
profile of Mirant, based on the structure the company expects to
have on emergence from bankruptcy at or around year-end 2005, S&P
said.


MUSICLAND HOLDING: Donlin Recano OK'd as Panel's Information Agent
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave the Official Committee of Unsecured Creditors of Musicland
Holding Corp. and its debtor-affiliates authority to retain
Donlin, Recano & Company, Inc., as its information agent, nunc pro
tunc to Feb. 9, 2006.

As reported in the Troubled Company Reporter on Mar. 17, 2006,
Donlin Recano will:

    (a) provide access to information for the Committee's
        constituents through web-based technology developed by
        Donlin Recano, which include certain information:

        * General case information including case dockets, access
          to docket filings, composition of the Committee, their
          counsel, and the date, place and time of the Section 341
          meeting;

        * Answers to frequently asked questions, discussing a
          general overview of the Chapter 11 process, the role of
          the Committee, the responsibility of committee members,
          and the filing of a proof of claim;

        * A Committee reports section providing monthly operating
          reports filed by the debtor and monthly Committee
          written reports summarizing recent proceedings, events
          and public financial information;

        * A password protected confidential information access
          section whereby creditors who have executed a
          confidentiality agreement may retrieve confidential
          information;

        * A case calendar section which will include case matters
          of relevance to the unsecured creditors;

        * A section providing the creditor the ability to e-mail a
          question and receive a response;

        * Press releases issued by each of the Committee and the
          Debtors;

        * Highlights of significant events in the cases;

        * Links to other relevant Web sites; and

        * Any other information to be posted at the direction of
          the Court, the Committee or its counsel.

    (b) solicit and receive comments form the unsecured creditors
        through the Committee Web site and the ability of the
        creditors to e-mail comments and questions;

    (c) establish and maintain a telephone number and call center
        for unsecured creditors to call with questions;

    (d) provide notice to the unsecured creditors as to the
        existence of the Committee Web site; and

    (e) provide other services as required by the Court, the
        Committee or its counsel to assist the Committee in
        complying with the requirements of Section 1102(b)(3) of
        the Bankruptcy Code.

The Debtors will pay Donlin Recano for its services in these
amounts:

    Category                                Amount
    --------                                ------
    Monthly Base Fee                        $150 per month
    Posting Documents to Web site           $50 per document
    Web site Maintenance and Monitoring     $115 to $250 per hour
    Data Entry                              $35 per hour
    Imaging/Storage                         $0.18 per image
    Facsimile Noticing                      $0.12 per page
    Photocopying & Laser Printing           $0.10 per page
    E-mail Transmission (attachments only)  $0.015 per kilobyte
    Out-of-Pocket Expenses                  At Cost

Louis A. Recano, a principal at Donlin Recano, assured the Court
that the firm and its employees are disinterested as that term is
defined in Section 101(14) of the Bankruptcy Code.

                     About Musicland Holding

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


NASDAQ STOCK: 15% LSE Equity Purchase Cues Moody's Ba3 Ratings
--------------------------------------------------------------
Moody's Investors Service lowered the ratings on The Nasdaq Stock
Market, Inc., to Ba3 from Ba2.  The rating action applies to
NASDAQ's Corporate Family rating, as well as to its $750 million
Six Year Senior Secured Term Loan and $75 million Senior Secured
Revolving Credit Facility.

The rating outlook was also lowered to negative from stable.  On
Oct. 6, 2005, Moody's assigned a first-time provisional (P)Ba2
rating to NASDAQ'S $825 million in bank facilities, which the
company raised to finance its acquisition of the INET trading
platform.

The rating action was prompted by NASDAQ's announcement that it
has acquired for approximately 1,175 pence per share 38.1 million
shares of the London Stock Exchange plc.   Total consideration
paid by NASDAQ for its 14.99% stake in the LSE was approximately
GBP 447.7 million.  The announcement comes approximately two weeks
after NASDAQ had formally withdrawn its public bid for the LSE.

In lowering the ratings, Moody's said that the share purchase will
initially result in a material increase in leverage and erosion of
debt service coverage.

The negative outlook reflects the elevated probability that a full
transaction with the LSE could eventually be consummated and could
result in additional credit degradation, placing additional
downward pressure on the ratings, with the extent dependent upon
ultimate financing structure.

"NASDAQ's announcement is simply the latest chapter in the
company's pursuit of the LSE, and is indicative of management's
tolerance to withstand near- and intermediate-term degradation of
the firm's credit profile in order to meet strategic objectives,"
says Moody's Senior Vice President Blaine Frantz.

"Under most conceivable deal structures, a successful acquisition
of the LSE or another strategic exchange would result in a very
significant increase in debt, cashflow leverage, and a decline in
fixed-charge coverage at NASDAQ.

Moody's noted that NASDAQ's purchase of a large stake in the LSE,
after it failed to reach a mutually acceptable merger agreement
with the London-based exchange, highlights the company's
determination to consummate a material, strategic acquisition as
exchanges around the world position themselves for eventual cross-
border consolidation.

Notwithstanding the potential degradation of credit metrics
associated with any material transaction, Moody's nonetheless
believes that NASDAQ stands to benefit from industry
consolidation.

"A transaction with the LSE could be viewed as a transformational
acquisition/merger for NASDAQ, boosting its scale, marketing reach
and global presence.

"Both NASDAQ and LSE have complementary business/revenue mixes,
and Moody's expects that consolidation would benefit the combined
entities through cost and revenue efficiencies.  The combination
would also benefit NASDAQ's geographic earnings diversification.

These ratings on The Nasdaq Stock Market, Inc., were lowered:

   * Corporate Family Rating to Ba3 from Ba2

   * $750 Million Six Year Senior Secured Term Loan to Ba3
     from (P)Ba2

   * $75 Million Senior Secured Revolving Credit Facility to
     Ba3 from (P)Ba2

NASDAQ operates The NASDAQ Stock Market and provides securities
listing trading and information products and services.  NASDAQ
reported $880 million of revenues and $62 million of net income
for 2005.


NAVISITE INC: Closes $73 Million Silver Point Term Loan Facility
----------------------------------------------------------------
NaviSite, Inc. (NASDAQ: NAVI) closed its previously reported
$70 million term loan facility and $3 million revolving credit
facility with Silver Point Finance, as well as a $5 million credit
facility with Atlantic Investors, its majority stockholder.

Lane, Berry & Co. International, LLC, acted as NaviSite's
placement agent in the transactions with Silver Point Finance.
In addition, Atlantic Investors has restructured the terms of the
existing $3 million secured promissory note issued to it by
NaviSite, extending the maturity date to five years and 90 days
after the date of the Silver Point Finance transaction.

Proceeds from the Silver Point term loan facility have been used
to repay and extinguish NaviSite's Silicon Valley Bank line of
credit, the Waythere, Inc. (formerly Surebridge, Inc.) convertible
promissory notes, other short-term debt and to pay transaction
fees and expenses.

Proceeds from the $3 million revolving credit facility from Silver
Point Finance and $5 million credit facility from Atlantic
Investors are expected to be used for general corporate and
working capital purposes.

"We are very pleased to announce the completion of these financing
transactions," Arthur Becker, CEO of NaviSite said.  "NaviSite has
demonstrated significant operating momentum in fiscal year 2006
through our business unit realignment, our strong EBITDA
performance, and organic revenue growth.

"The refinancing of our maturing debt represents a major milestone
in the transformation of the Company's capital structure. We
believe this achievement represents another critical step in
NaviSite's continued success."

John Gavin, CFO of NaviSite, added, "This refinancing
significantly strengthens NaviSite's balance sheet.  The Company
can now shift focus from managing short-term debt considerations
to achieving longer-term financial objectives and continuing to
create stockholder value."

The associated term loan and credit facility from Silver Point
Finance includes customary representations, warranties and
covenants.  Key terms of the term loan and revolving credit
facility include:

     -- $70 million term loan facility with 3.5 million common
        stock warrants

     -- The term loan matures five years after the closing date.

     -- The first year of the term requires interest-only
        payments, payable on a quarterly basis.  Quarterly
        principal payments commence April 30, 2007, with a balloon
        payment at the end of the five-year term.  The interest on
        the term loan facility will be paid at an annual rate of
        LIBOR plus 5% in cash with 3% accrued in year one and
        LIBOR plus 7% in cash with 1% accrued for the years
        thereafter.

     -- Silver Point Finance received warrants for the purchase of
        9% of NaviSite's fully diluted shares of common stock,
        equaling approximately 3.5 million shares, at an exercise
        price of $0.01 per share.  Silver Point Finance has agreed
        not to sell or transfer any shares acquired upon exercise
        of the warrants during the three months after closing.

     -- The facility requires mandatory prepayments in the event
        of the sale of equity shares or asset sales, among other
        things.

     -- The term loan facility is secured by all of the assets of
        the Company.

     -- $3 million revolving credit facility

     -- The revolving credit facility is available on a revolving
        basis for five years from the closing date.

     -- The interest on the revolving credit facility will be paid
        at an annual rate of LIBOR plus 8% in cash based upon the
        outstanding principal amount.

     -- The revolving credit facility has similar mandatory
        prepayment requirements and security interest provisions
        as described in the term loan facility.

     -- The revolving credit facility is secured by all of the
        assets of the Company.

As a condition to Silver Point Finance's term and revolving credit
facilities, Atlantic Investors has restructured its $3 million
unsecured loan, with principal and accrued interest payable on
July 11, 2011.  In addition, Atlantic Investors will provide a
committed unsecured credit facility of $5 million for the five-
year duration of the Silver Point Finance facilities, interest to
be paid at the same rate as the Silver Point Finance revolving
credit facility.  Atlantic Investors' obligation to continue to
provide the credit facility can be eliminated based upon NaviSite
reaching certain financial covenants.

                        About Lane Berry

Lane, Berry & Co. International, LLC -- http://www.laneberry.com/
-- provides investment banking services to corporations, their
Boards, Special Committees of Boards and shareholders on matters
relating to mergers, acquisitions, divestitures, debt and equity
financings, debt restructurings, recapitalizations and corporate
governance issues.  Lane Berry offers sophisticated, objective
advice and transaction execution based upon the extensive
experience of its senior investment bankers.

                       About NaviSite Inc.

NaviSite Inc. -- http://www.navisite.com/-- provides IT hosting,
outsourcing and professional services for mid- to large-sized
organizations.  Over 900 companies across a variety of
industries tapped NaviSite to build, implement and manage their
systems and applications.  NaviSite has 15 data centers and eight
major office locations across the United States, United Kingdom
and India.

At Jan. 31, 2006, Navisite's balance sheet showed a
stockholders' deficit of $7,987,000, compared to $2,672,000
deficit at July 31, 2005.




NES RENTALS: Continues to Explore Options with Bear Stearns
-----------------------------------------------------------
As previously reported in the Troubled Company Reporter, NES
Rentals Holdings, Inc., hired Bear Stearns as its financial
advisor.  Michael A. Disser, NES Rentals' Vice President of
Marketing, confirmed last week that Bear Stearns is still on
board as management continues to review various strategic
alternatives.  The lead Bear Stearns professional advising NES
Rentals is:

         Ken Viellieu
         Senior Managing Director
         Bear Stearns
         Three First National Plaza
         Chicago, IL 60602
         Telephone (312) 580-4404

              About NES Rentals Holdings, Inc.

NES Rentals Holdings, Inc. -- http://www.nesrentals.com/-- is the
fifth largest company in the $29 billion equipment rental
industry. The company focuses on renting specialty and general
equipment to industrial and construction end-users. It rents more
than 750 types of machinery and equipment, and distributes new
equipment for nationally recognized original equipment
manufacturers. NES Rentals also sells used equipment as well as
complementary parts, supplies and merchandise, and provides repair
and maintenance services to its customers. In addition to the
rental business NES Rentals is the second largest supplier of
traffic and safety services to the construction industry.  The
company is a leading competitor in many of the geographic markets
it reaches, from its approximately 117 locations in 34 states.

As reported in the Troubled Company Reporter on Feb 24, 2006,
Standard & Poor's Ratings Services placed its ratings on equipment
rental company NES Rental Holdings Inc., including its 'B+'
corporate credit rating, on CreditWatch with developing
implications.

"[NES'] ratings could be raised in the near term if the company is
sold to a buyer with a higher credit profile," said Standard &
Poor's credit analyst John R. Sico.  "Conversely, if the company
were sold to an entity with a weaker credit profile or to a
financial sponsor in a leveraged transaction, the ratings could be
lowered."


NES RENTALS: Reports Strong Financial Gains in 2005
---------------------------------------------------
NES Rentals Holdings, Inc. released its 2005 financial results,
highlighting solid increases in rental revenues, operating margins
and operating income.

The improved results reflect the company's focus on enhanced
customer service efforts in 2005 following its financial
turnaround in 2004.

"NES Rentals' commitment to customer service is making a tangible
difference in company performance," said Chairman and Chief
Executive Officer Andrew Studdert.  "We continue to achieve
success because of our loyal customer base, quality fleet and
dedicated employees."

Solid financial performance was achieved in tandem with
operational initiatives including the development of new equipment
standards.

"Looking ahead, our focus will remain on providing our customers
with the best service and equipment available," Mr. Studdert said.
"We are planning new rental equipment purchases in excess of $100
million in the coming year."

Strong 2005 financial results place NES Rentals in a favorable
position as the company continues reviewing strategic alternatives
announced in January 2006 which could include the sale of the
company, a merger, acquisition or other major transaction.

                  Rental Revenues Increase

Rental revenues for year end December 31, 2005, totaled $447
million, an increase of $14 million over the previous year.
Rental revenues accounted for 77 percent of the company's total
revenues in 2005, up from 74 percent in 2004. Rental rate
improvement and strong market conditions drove same-store revenues
up 9 percent in 2005.   Total NES Rental revenues were $582
million in 2005.

                  Operating Margins Improve

Gross margins, excluding depreciation expense, increased from 43
percent in 2004 to 48 percent in 2005, a direct result of improved
rental rates and lower costs.  Selling, general and administrative
expenses decreased 4 percent, or $6 million, to 22 percent of
total revenues from 23 percent in 2004.

                   Operating Income Grows

Operating income in 2005 was $33 million, up $64 million over the
2004 operating loss of $31 million. The company's net loss was
minimized to $7 million in 2005 down from $69 million in 2004.
These results were achieved through lower operating costs,
improved rental rates and the implementation of company-wide
service and maintenance programs to improve equipment reliability.

         Cash Flow and Fleet Investment Remain Strong

Healthy company cash flows continued in 2005 as market conditions
in the construction and industrial sectors improved.   NES Rentals
generated $99 million in cash from operations in 2005.  In
addition, the company spent $100 million on new rental equipment
and allocated $40 million to debt reduction payments in 2005.

              About NES Rentals Holdings, Inc.

NES Rentals Holdings, Inc. -- http://www.nesrentals.com/-- is the
fifth largest company in the $29 billion equipment rental
industry. The company focuses on renting specialty and general
equipment to industrial and construction end-users. It rents more
than 750 types of machinery and equipment, and distributes new
equipment for nationally recognized original equipment
manufacturers. NES Rentals also sells used equipment as well as
complementary parts, supplies and merchandise, and provides repair
and maintenance services to its customers. In addition to the
rental business NES Rentals is the second largest supplier of
traffic and safety services to the construction industry.  The
company is a leading competitor in many of the geographic markets
it reaches, from its approximately 117 locations in 34 states.

As reported in the Troubled Company Reporter on Feb 24, 2006,
Standard & Poor's Ratings Services placed its ratings on equipment
rental company NES Rental Holdings Inc., including its 'B+'
corporate credit rating, on CreditWatch with developing
implications.

"[NES'] ratings could be raised in the near term if the company is
sold to a buyer with a higher credit profile," said Standard &
Poor's credit analyst John R. Sico.  "Conversely, if the company
were sold to an entity with a weaker credit profile or to a
financial sponsor in a leveraged transaction, the ratings could be
lowered."


NORTEL NETWORKS: Names Dietmar Wendt to Lead Global Services
------------------------------------------------------------
Dietmar Wendt will join Nortel Networks [NYSE: NT, TSX: NT] as
president of Global Services effective May 1, 2006.

Mr. Wendt, 46, will report directly to Mike Zafirovski, president
and chief executive officer of Nortel.  He will be responsible for
Nortel's Global Services business, including its financial
performance, portfolio development and go-to-market strategies.
Nortel recently reinforced its commitment to growth in this
business with a sweeping simplification of its integrated services
and a series of new commercial services offerings.

"Dietmar knows what it takes to create and maintain a razor-sharp
business focus on services, one of the areas we have identified as
key to driving momentum and growth for Nortel," Mr. Zafirovski
said.  "He has managed multi-billion dollar services and
technology businesses.  He has built and nurtured global customer
relationships.  His leadership and experience will be critical as
we target growth in our revenue mix from services."

"Network-based services and solutions will be a key driver for
future economic growth and innovation across all industries around
the world," Mr. Wendt said.  "These services and solutions have to
be seamlessly connected and integrated with clients' existing IT
and telecommunications infrastructures.  Nortel is ideally
positioned to address this need, and I'm excited to be leading the
dedicated team of Nortel professionals focused on making that
happen."

Mr. Wendt will join Nortel from IBM in Shanghai, China, where he
is currently vice president, Asia Pacific Information Technology
Services Transformation.  Prior to that, Mr. Wendt was vice
president, Integrated Technology Services for IBM in Central
Europe and Russia.  He has also held a variety of executive
positions internationally with IBM in sales and product
management.

Born and educated in Germany, Mr. Wendt speaks fluent German and
English.  He will be based at Nortel's headquarters in Toronto.

Nortel's Global Services include a full range of integrated
services for design, deployment, management and maintenance of
end-to-end multi-vendor network solutions, including seamless
migration to next generation technologies.

Headquartered in Ontario, Canada, Nortel Networks Corporation --
http://www.nortel.com/-- is a recognized leader in delivering
communications capabilities that enhance the human experience,
ignite and power global commerce, and secure and protect the
world's most critical information.  Serving both service provider
and enterprise customers, Nortel delivers innovative technology
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Ratings Services placed its ratings on Nortel
Networks Ltd., including the 'B-' long-term corporate credit
rating, on CreditWatch with negative implications, after:

   * Nortel's announced restatement of financial results for:

     -- 2003,
     -- 2004, and
     -- first nine months of 2005; and

   * a delay in meeting its filing requirements for 2005.

The financial restatements are limited in scope and are expected
to be modest in comparison with Nortel's previous restatement
activities.  In addition, Nortel expects to complete its
restatements, as well as file its 2005 annual report by the end of
April 2006.  Nevertheless, Nortel will not be in compliance with
its various regulatory filing requirements as of March 16, 2006,
and as a result will be in breach of covenants under its recently
completed US$1.3 billion credit facility, as well as the EDC
support facility.  It will subsequently (as of April 1) be in
breach of covenants under its public indentures.


OCA INC: U.S. Trustee Appoints Five-Member Creditors Committee
--------------------------------------------------------------
The U.S. Trustee for Region 5 appointed five creditors to serve on
an Official Committee of Unsecured Creditors in OCA, Inc., and its
debtor-affiliates' chapter 11 cases:

    1. Applied Discovery, Inc.
       Attn: Courtney Cunniff
       13427 Northeast 16th Street, Suite 200
       Bellevue, WA 98005

    2. Adorno & Yoss LLP
       Attn: Steven J. Solomon
       2525 Ponce de Leon Boulevard, Suite 400
       Miami, FL 33143

    3. Buckley King
       Attn: Harry W. Greenfield
       1400 Fifth Third Center
       600 Superior Avenue, East
       Cleveland, OH 44114

    4. Meckler Bulger & Tilson, LLP
       Attn: Walter G. Roth
       123 North Wacker Drive, Suite 1800
       Chicago, IL 60606

    5. Navigant Consulting, Inc.
       Attn: Neil Luria
       2344 Roxboro
       Cleveland, OH 44106

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/--  
provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company and its debtor-affiliates filed for
Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.


OCA INC: Committee Taps William Steffes as Local Counsel
--------------------------------------------------------
The Official Committee of Unsecured Creditors of OCA, Inc., and
its debtor-affiliates asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana for authority to retain William E.
Steffes, Esq., and the law firm of Steffes, Vingiello & McKenzie,
LLC, as its local counsel, nunc pro tunc to March 30, 2006.

Steffes Vingiello will assist the Committee in performing its
duties in the Debtors' Chapter 11 cases and will take any action
necessary or required to represent the Committee' interests.  The
firm will work with Jenner & Block, LLP, of Chicago, Illinois,
which serves as the Committee's national counsel.

The Committee did not disclose how much Steffes Vingiello charges
for its services.

Mr. Steffes assures the Bankruptcy Court that his firm does not
hold any interest adverse to the Debtors' estates.

                About Steffes, Vingiello & McKenzie

Steffes, Vingiello & McKenzie, LLC -- http://www.steffeslaw.com/
-- is an eight-attorney law firm with offices in Baton Rouge and
New Orleans, Louisiana.   The firm concentrates in complex
bankruptcies, workouts, reorganizations, insolvency matters,
banking and commercial litigation.  Mr. Steffes can be reached at:

     William E. Steffes, Esq.
     Steffes, Vingiello & McKenzie, LLC
     13702 Coursey Boulevard, Building 3
     Baton Rouge, LA 70817

                          About OCA, Inc.

Based in Metairie, Louisiana, OCA, Inc. -- http://www.ocai.com/--  
provides a full range of operational, purchasing, financial,
marketing, administrative and other business services, as well as
capital and proprietary information systems to approximately 200
orthodontic and dental practices representing approximately almost
400 offices.  The Company and its debtor-affiliates filed for
Chapter 11 protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  William H. Patrick, III, Esq., at Heller Draper Hayden
Patrick & Horn, LLC, represents the Debtors.  When the Debtors
filed for protection from their creditors, they listed
$545,220,000 in total assets and $196,337,000 in total debts.

The United States Trustee appointed an official committee on March
24, 2006.  The Committee's hired Mark K. Thomas, Esq., at Jenner &
Block, LLP, as lead counsel; William E. Steffes, Esq., at Steffes
Vingiello & McKenzie LLC, as local counsel; and Mohsin Y. Meghji
at Loughlin Meghji + Company as its financial advisor.


ONEIDA LTD: Disclosure Statement Hearing Scheduled on May 1
------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York will consider the adequacy of the
Disclosure of the Disclosure Statement explaining Oneida Ltd. and
its debtor-affiliates' Joint Prenegotiated Plan of Reorganization
at 10:00 a.m. on May 1, 2006.

                       Overview of the Plan

The Plan contemplates payment in full and in cash of all
Administrative Claims, Priority Tax Claims, Other Priority Claims
and General Unsecured Claims, the payment in full and in cash of
all Secured Tranche A Claims, and the conversion of all Secured
Tranche B Claims into 100% of the issued outstanding common stock
of Reorganized Oneida

                          Exit Facility

The Debtors tell the Court that pursuant to the plan, they will
enter into an Exit Facility in order to finance their emergence
from chapter 11.  The Exit Facility provides for a five-year
revolving commitment of $80 million and a $90 million six-year
term loan.  In connection with procurement of the Exit Facility,
the Debtors are required to pay an arrangement fee to Credit
Suisse Securities (USA) LLC and will seek approval of the Court to
make such payment.

The Debtors believe that the Exit Facility will provide sufficient
liquidity to fund their emergence from chapter 11, as well as
general corporate purposes following the Effective Date.

                        Terms of the Plan

Under the Plan, Administrative Claims, Priority Tax Claims and
Claims under DIP Credit Agreement will be paid in full.

Holders of Secured Tranche A Claims will receive cash equal to the
their claim.  The Debtors tell the Court that subject to Section
5.11 of the Prenegotiated Plan, if the Bank of America letter of
credit is outstanding following the effective date, BofA will
receive:

    (i) a cash deposit or

   (ii) an irrevocable letter of credit issued under the Exit
        Facility,

in an amount, equal to 105% of the face amount of the outstanding
Bank of America letter of credit, less any BofA Cash Collateral.

Holders of Secured Tranche B Claims will receive, in the
aggregate, a number of shares of Reorganized Oneida Common Stock
equal to 100% of the issued and outstanding shares of Reorganized
Oneida Common Stock on the Effective Date.

The Debtors say that in case of any Holder of a Tranche B Claim
that is unable to hold shares of Reorganized Oneida Common Stock,
the designee or designees of that Holder will receive that number
of shares of Reorganized Oneida Common Stock equal to the Holder's
pro rata portion of the Tranche B Common Stock.

The Debtors tell the Court that in no event will there be more
than 50 Holders of Tranche B Common Stock on the effective date.

Holders of the Secured PBGC Claims will receive their pro rata
share of the PBGC Note.  The Debtors say that if holders of
secured PBGC claims accept the plan, a variable interest
promissory note in the principal amount of $3 million, with
straight-line amortization over 10 years, bearing 4.5% interest in
fiscal year ending 2007 and for fiscal years ending 2008 through
2006, unless prepaid, minimum 4.5% interest, with a possible
increase to 10% if the Debtors' projected EBITDAR is exceeded by
20% will be issued.

However if holders reject the Plan, then a non-interest bearing
promissory note in the principal amount of
$3 million, with straight-line amortization over 10 years, will be
issued.

Holders of Other Secured Claims will retain the legal, equitable
and contractual rights of the claim and that claim will be
reinstated.

Holders of Other Priority Claims and General Unsecured Claims will
receive, at the election of the Debtors:

    (i) to the extent then due and owing on the effective date,
        the allowed other priority claim and general unsecured
        claim will be paid in full and in cash by the Reorganized
        Debtors;

   (ii) to the extent not due and owing on the effective date, the
        allowed other priority claim and general unsecured claim
        will be paid in full and in cash  by the Reorganized
        Debtors when the claim becomes due and owing in the
        ordinary course of business; or

  (iii) treatment that will render the claim unimpaired pursuant
        to Section 1124 of the Bankruptcy Code.

Specified Unsecured Claims comprise claims associated with:

    (a) Oneida's guarantee of that certain letter of credit, in
        the amount of approximately EUR2,325,000, issued by Banca
        Nazionale Del Lavoro, Spa in favor of Oneida Italy SRL,
        approximately EUR1,000,000 of which was outstanding as of
        the Mar. 19, 2006, and

    (b) the aggregate amount owed to the PBGC in connection with
        the distressed termination of the Pension Plans including
        and any deficiency claims of the PBGC with respect to the
        Secured PBGC Claim.

The Debtors tell the Court that on the effective date specified
unsecured claims will be discharged and holders of these claims
will receive nothing under the plan.

Subordinated Claims will receive the same treatment as specified
unsecured claims.

Equity Interests Oneida will be cancelled and holders will not
receive anything.

                         About Oneida Ltd.

Based in Oneida, New York, Oneida Ltd. -- http://www.oneida.com/
-- is the world's largest manufacturer of stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and the largest supplier of dinnerware to the
foodservice industry.  Oneida is also a leading supplier of a
variety of crystal, glassware and metal serveware for the tabletop
industries.  The Company and its 8 debtor-affiliates filed for
Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case
Nos. 06-10489 through 06-10496).  Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represents the Debtors.  Credit Suisse
Securities (USA) LLC is the Debtors' financial advisor.   When the
Debtors filed for protection from their creditors, they listed
$305,329,000 in total assets and $332,227,000 in total debts.


OPTI CANADA: S&P Assigns BB Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
corporate credit rating to Calgary, Alta.-based OPTI Canada Inc.

At the same time, Standard & Poor's assigned its 'BB+' bank loan
rating with a recovery rating of '1' to OPTI's proposed seven-year
US$400 million secured term loan B.

The '1' recovery rating reflects high expectation of full recovery
of principal in a default scenario.  The 'BB+' bank loan rating is
one notch above the corporate credit rating, because the
collateral value supporting the loan has a high probability of
enabling lenders to recover all principal and accrued interest
under a default scenario and likely liquidation process.  The
outlook is stable.

"The ratings on OPTI are constrained by OPTI's aggressive
financial risk profile, which reflects the company's lack of
significant cash flow generation and the risk of construction cost
increases until Phase 1 of its Long Lake Project begins
operations," Standard & Poor's credit analyst Jamie Koutsoukis
said.

"Nevertheless, we believe the risk of cost overruns is tempered by
the relatively short timeline to project completion and the
substantial amount of capital costs already committed to the
project.  Initial bitumen production should begin by the end of
2006.

"Furthermore, the OrCrude upgrading process which will be
implemented at the project should allow OPTI to significantly
reduce its exposure to natural gas fuel requirements and receive
an improved netback, which we assess as a strength to the
company's credit profile," Ms. Koutsoukis added.

OPTI was established in 1999 to commercialize the OrCrude process
in Canada and to develop integrated bitumen and heavy oil
projects.  The company holds a 50% interest in three separate oil
sands leases at:

   * Long Lake,
   * Cottonwood, and
   * Leismer

with Nexen Inc. (BBB-/Stable/--), its joint venture partner
holding the other 50% interest.

Currently the company is developing its Long Lake Project in the
Athabasca oil sands region of Alberta, which involves the
construction of a 72,000 barrels per day (bbl/d) SAGD (steam-
assisted gravity drainage) operation and a 72,000 bbl/d on-site
upgrader, which will use the OrCrude process.

The three basic bitumen upgrading processes that work together to
create the OrCrude process are distillation, solvent de-
asphalting, and thermal cracking.

The upgrader also uses conventional hydrocracking and gasification
technologies.  Initial production from the SAGD portion of the
project is expected to begin in late 2006 with the upgrader
expected to come on-line in mid-2007.

There are plans to expand the project through an additional three
phases, which could expand upgrading capacity to about 280,000
bbl/d between 2013 and 2017.

The stable outlook reflects our expectation that OPTI will be able
to complete Phase 1 on schedule and without any material cost
increases or any need for additional funding.

Once OPTI begins production at its oil sands project and
internally generated cash flows are sufficient to meet the
company's debt and maintenance capital expenditure commitments,
there should be a material improvement in OPTI's financial risk
profile.

As the company's financial profile strengthens, the company's
overall credit profile will improve, which should, in turn, result
in a positive rating action.  Conversely, if OPTI encounters cost
overruns as it proceeds with expansion phases and the project
economics do not meet expectations, a negative rating action could
occur.


PLIANT CORP: Noteholders Say Disclosure Statement is Inadequate
---------------------------------------------------------------
The ad hoc committee of certain holders of 11-1/8% Senior
Secured Notes due 2009 issued by Pliant Corporation and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to deny approval of the Disclosure Statement
accompanying the Debtors' Joint Plan of Reorganization.

The Second Lien Noteholders Committee complains that the
Disclosure Statement omits significant information that is
necessary for creditors to properly evaluate the Plan.

James O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, in Wilmington, Delaware, notes that throughout the
Disclosure Statement the Debtors assert that the Plan leaves
Class 5 claims of the Second Lien Noteholders unimpaired.  Yet
some Plan provisions clearly impair the Class 5 claimholders.
Several other provisions also impair the Class but the Disclosure
Statement lacks sufficient information to allow Second Lien
Noteholders to make a determination.

The Second Lien Noteholders also questions the Plan's
feasibility.  The Disclosure Statement, Mr. O'Neill asserts,
contains a number of deficiencies in furnishing adequate
information to creditors to enable them to make an informed
judgment if the Plan is feasible.

Mr. O'Neill points out the Debtors summarily stated in the
Disclosure Statement that a contraction in trade terms and an
increase in raw material prices led to their need to file for
bankruptcy.  However, the Disclosure Statement does not address
why the trade terms were shortened or why the company was unable
to react to the increase in raw material prices.

The Second Lien Noteholders also found other deficiencies in the
Disclosure Statement, including:

   -- failure to provide breakdown or explain the huge amount of
      the $114,600,000 administrative expense claims;

   -- the use of stale financial data;

   -- omission discussing the Debtors' transactions with its
      insiders;

   -- failure to disclose the estimated administrative expense
      claims the Debtors expect to incur including those in
      respect of professional fees;

   -- omission of explanation why the Debtors maintain that
      claims of the Revolving Credit Facility Lenders -- Class 3
      Claims -- are impaired; and

   -- absence of an explanation for the creation of the New
      Pliant and its merger of the existing Pliant on the
      Effective Date.

Two parties-in-interest share the Second Lien Noteholders'
concerns with regards to the Disclosure Statement:

   1. Wells Fargo Bank, N.A. in its capacity as successor
      indenture trustee to Wilmington Trust Company; and

   2. The ad hoc committee of holders of certain of the 11-5/8%
      Senior Secured Notes due 2009 and the 11-1/8% Senior
      Secured Notes due 2009 -- First Lien Noteholders.

Michael J. Sage, Esq., at Stroock & Stroock & Lavan LLP, in New
York, representing the First Lien Noteholders Committee, tells
the Court that the requirement in the Unimpaired Opt-Out Election
form that the First Lien Noteholders certify that their claim is
unimpaired to opt out from the releases contained in the Plan is
inappropriate.

As proposed, the Unimpaired Opt-Out Election form would
effectively require the First Lien Noteholders to either certify
that their claim is unimpaired or refuse to execute the ballot,
in which case the First Lien Noteholders would be deemed to have
granted the releases contained in the Plan.

Mr. Sage also notes that ample provision should be made to afford
parties-in-interest with sufficient time and opportunity to take
discovery in connection with the proceedings related to
confirmation of the Plan.

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


PREDIWAVE CORP: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: PrediWave Corporation
        fdba Rainbow Video System Corporation
        48431 Milmont Drive
        Fremont, California 94538

Bankruptcy Case No.: 06-40547

Chapter 11 Petition Date: April 14, 2006

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtor's Counsel: Robert A. Klyman, Esq.
                  Latham & Watkins LLP
                  633 West 5th Street, Suite 4000
                  Los Angeles, California 90071
                  Tel: (213) 485-1234

Estimated Assets: More than $100 million

Estimated Debts:  More than $100 million

Debtor's 30 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
New World TMT Ltd.               Litigation         $182,000,000
c/o Ronald M. Oster, Esq.
Dennis S. Ellis, Esq.
Joshua G. Hamilton, Esq.
Paul Hastings Janofsky &
Walker LLP
515 South Flower Street,
25th Floor
Los Angeles, CA 90071

Mimi Sen Jane Lain DBA           Legal-translation       $83,028
Awesome Linguistic Solutions
450 Taraval Street, PMB# 232
San Francisco, CA 94116

Flash Shanghai                   Trade-inventory         $64,941
No. 2 Gu Tang Road
Wujuan Economics Development Zone
Wujang, Jiangsu District, China

Advanced Discovery Inc.          Legal & professional    $37,353

Navigant Consulting Inc.         Legal & professional    $34,672

Allen & Overy                    Legal & professional    $28,241

Merrill Communications LLC       Legal & professional    $23,222

Blue Cross of California         Health insurance        $20,587

Computer Modules Inc.            Computer parts          $20,087

St. Paul Travelers               Business insurance      $17,485

Sutter Hill Investors LLC        Rent - office space     $14,536

Kabir K. Rahman                  Contract office labor   $12,834

Employers Insurance Group        Workman compensation     $7,596

P G & E                          Monthly utilities        $6,867

Ajilon Professional              Professional services    $4,640
Staffing, LLC

Park Centre Apartments Homes     Office rental space      $2,715

California State                 State sales tax          $2,635

Hotjobs.com                      Recruiting listings      $2,349

Mercedes-Benz Financial          Auto lease               $2,298

CDW Direct, LLC                  Computer parts           $2,296

Westcore                         Rent - office space      $2,143

NTD Patent & Trade Mark          Patent & Trademarks      $2,015
Agency

HyperSurf Internet Services      Internet service &       $1,868
                                 maintenance

Verizon Wireless                 Cellular telephone       $1,623
                                 Service

SBC Corporation                  Utility-Telephone        $1,593
(Now AT&T)                       service

Sycamore Bay                     Rent - office space      $1,415

Porsche Financial Service        Auto lease               $1,335

MBA Office Supply                Office supplies &        $1,278
                                 machine maintenance

BMW Financial Service            Auto lease               $1,099

Franchise Tax Board              State income taxes       $1,050


PROGRESSIVE GAMING: Moody's Junks Bond and Corp. Family Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded Progressive Gaming
International Corporation's Corporate Family and senior secured
bond rating to Caa1 from B3.  The ratings outlook is negative.

The ratings downgrade reflects:

   1) a decline in earnings and negative cash flow from
      operations in the year-ended Dec. 31, 2005;

   2) a decline in the installed base of both table games and
      slot machines;

   3) significant reliance on new product introductions to jump
      start revenue and earnings growth in 2006 and beyond;

   4) limited liquidity given the termination of the company's
      revolving credit facilities; and, to a lesser degree
      concerns; and

   5) over the increasing complexity of the company's more
      technology driven revenue and exchange transactions
      evidenced by the amended filing of its Sept. 30, 2005, 10-Q
      to reclassify a nonrecurring licensing transaction from
      revenues into a gain on sale category and the disclosure of
      a material weakness in internal controls in its 10-K
      related to significant non-routine complex transactions.

In addition, the rating actions take into account the uncertainty
surrounding the time it may take for new product introductions to
result in higher revenues and the likelihood the company's
internally generated cash flow will not be sufficient to fund all
capital, intellectual property and game title investment spending,
and interest needs in 2006.

If the company does not meet its earnings estimates it will need
to draw upon its cash reserves.  The completes the review of the
company's ratings that began on Mar. 28, 2006.

Progressive Gaming International Corporation formerly Mikohn
Gaming Corp., headquartered in Las Vegas, Nevada, is a supplier of
integrated casino management systems software and games for the
gaming industry.  Revenues for the year ended Dec. 31, 2005, were
$78 million.


PROSOFT LEARNING: VCampus Buying Company Under Chapter 11 Plan
--------------------------------------------------------------
Prosoft Learning Corporation (POSO.OB) will be acquired by VCampus
Corporation (NASDAQ:VCMP) under a chapter 11 plan that will cancel
all existing Prosoft shares and issue 100% of the new common stock
in Reorganized Prosoft to VCampus.

The acquisition will enable VCampus to add the market-leading CIW
(Certified Internet Web Professional) certification to its Select
Partner Program, as well as offer the CTP (Convergence
Technologies Professional) credential, which Prosoft manages for
the Telecommunications Industry Association.

Based on Prosoft's fiscal 2005 revenues, the acquisition will more
than double the total revenues of VCampus, as well as more than
double its certification-related revenues.

With more than 84,000 certificates issued, the CIW program is one
of the world's leading vendor-neutral Internet skills
certifications.

The CIW certification program has been endorsed by Departments of
Education and/or Departments of Workforce Development in 12 U.S.
states, as well as by a growing number of governments, trade
associations and schools around the world.

VCampus believes there is significant potential for additional
growth in both domestic and international markets given the
growing trend of Internet skills being taught in secondary and
post-secondary classrooms.

The CTP certification is a fast-growing certification for
professionals working with convergence technologies such as Voice
over Internet Protocol.  The CTP Advisory Council consists of
industry heavyweights such as Cisco, IBM and Toshiba.

In need of balance sheet restructuring to address its November
2005 default on its debt obligations, Prosoft has been evaluating
its strategic alternatives for several months.

                       Chapter 11 Process

Pursuant to the terms of the definitive agreement between Prosoft
and VCampus, Prosoft will seek confirmation of a formal plan of
reorganization in the United States Bankruptcy Court for the
District of Arizona.

This plan of reorganization provides for the cancellation of all
of Prosoft's existing common stock, options, warrants and equity
rights, with no consideration available to such equity holders,
and the purchase by VCampus of all of the new equity in the
reorganized company.

VCampus intends to continue substantially all of Prosoft's current
operations and retain virtually all Prosoft employees.  The
closing of the acquisition pursuant to the definitive agreement is
subject to customary conditions, including the approval of the
reorganization plan by the Court.

Under the terms of the definitive agreement, VCampus will pay
approximately $2.3 million to acquire all of the newly issued
capital stock of reorganized Prosoft.

VCampus will also be assuming certain liabilities and obligations
of Prosoft, including essential trade payables, as part of the
reorganization.  The purchase price is subject to a working
capital adjustment at closing.

                       Benefits of VCampus

"Prosoft adds significant depth to our portfolio of certification
tracks in a growing market for providing career entry-level
professional credentials in Internet-related technology for
millions of high school graduates worldwide.

"Prosoft's well-established reputation as a provider of one of the
world's leading vendor-neutral IT certifications, combined with a
solid sales organization in Europe, Asia and North America, will
help VCampus to establish its leadership in this emerging market
and pursue its rapid growth plans.

"Most importantly, Prosoft brings a talented and experienced group
of professionals to the VCampus team to help us grow faster than
VCampus can by itself.  There is a very good strategic fit with
our Select Partner Program.

"The acquisition also creates a critical mass of revenues to
better support the overhead associated with operating as a public
company," said Nat Kannan, chairman and CEO of VCampus.

"Given our previously disclosed default on our debt obligations,
our options were limited in the type of transactions available to
us," Benjamin Fink, CEO of Prosoft Learning Corporation, said.

"Our execution of the definitive agreement with VCampus represents
the culmination of more than nine months of searching for the best
available exit strategy for Prosoft and its constituents.  The
true beneficiaries of this transaction are Prosoft's customers and
partners, as they will be served by a stronger, larger and better-
capitalized company.

"We are confident that we will be able to continue to maintain
normal company operations through the completion of this process,
and preserve the interests of our customers, employees and
suppliers."

The parties expect to complete the acquisition before the end of
the second calendar quarter of this year.

                          About VCampus

Headquartered in Reston, Virginia, VCampus Corporation --
http://www.vcampus.com/-- provides end-to-end e-learning services
and helps organizations that offer professional certifications and
credentials unlock the value of their traditional branded course
content.  Through its innovative Select Partner(TM) Program,
VCampus repurposes value-added training content for online
delivery to enhance and support professional development programs.
The Select Partner Program provides custom course development,
publishing, hosting, e-commerce, reporting, account support and
marketing services.  With more than a decade of e-learning
experience, VCampus has delivered more than 3 million courses to
more than 1 million desktops/users in professional credentialing
and certification organizations, associations, non-profits,
corporations, government agencies and higher education
institutions. VCampus distributes a courseware library of more
than 3,800 Web-based courses.

                      About Prosoft Learning

Headquartered inPhoenix, Arizona, Prosoft Learning Corporation --
http://www.ProsoftLearning.com/-- offers content and
certifications to enable individuals to develop and validate
critical Information and Communications Technology workforce
skills.  Prosoft is a leader in the workforce development arena,
working with state and local governments and school districts to
provide ICT education solutions for high school and community
college students.  Prosoft has created and distributes a complete
library of classroom and e-learning courses.  Prosoft distributes
its content through its ComputerPREP division to individuals,
schools, colleges, commercial training centers and corporations
worldwide.  Prosoft owns the CIW job-role certification program
for Internet technologies and the Certified in Convergent Network
Technologies certification, and manages the Convergence
Technologies Professional vendor-neutral certification for
telecommunications.

At Jan. 31, 2006, Prosoft Learning's balance sheet shows a
$4,106,000 stockholders' deficit, compared to $3,491,000 of
positive equity at July 31, 2005.


PXRE GROUP: Asks Rating Agencies to Withdraw Claims Paying Ratings
------------------------------------------------------------------
PXRE Group Ltd. (NYSE: PXT) requested that the major credit
rating agencies withdraw their financial strength and claims
paying ratings of the Company and its operating subsidiaries.

PXRE's Board of Directors has commenced a strategic evaluation
process in response to downgrades of the Company's operational
ratings to a level below the critical 'A' rating category.

The Company is currently evaluating various strategic alternatives
to determine the course of action that is in the best interest of
its shareholders and reinsurance clients.

"After much consideration, we have asked the major rating agencies
to withdraw their financial strength and claims paying ratings for
PXRE," Jeffrey L. Radke, President & Chief Executive Officer of
PXRE Group, said.

"In the period since the downgrades, we have found that
operational ratings below the critical 'A' category provide little
value for a reinsurer."

The Company anticipates that certain rating agencies will continue
to maintain the debt ratings on the 8.85% Capital Trust Pass-
through Securities issued by PXRE Capital Trust I.

                            About PXRE

With operations in Bermuda, Europe and the United States, PXRE --
http://www.pxre.com/-- provides reinsurance products and services
to a worldwide marketplace.  The Company's primary focus is
providing property catastrophe reinsurance and retrocessional
coverage.  The Company also provides marine, aviation and
aerospace products and services.  The Company's shares trade on
the New York Stock Exchange under the symbol "PXT."

                          *     *     *

PXRE carries Standard & Poor's and A.M. Best's BB- credit ratings.
The Company's senior unsecured debt has a BB rating from Fitch.
The thee agencies assigned these ratings in Feb. 2006.


PXRE GROUP: S&P Lowers Preferred Stock's Rating to CCC+ from B-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty
credit ratings on PXRE Group Ltd. (NYSE:PXT) and PXRE Corp. to
'B+' from 'BB-' and removed the ratings from CreditWatch
negative where they were placed on Feb. 16, 2006.

In addition, Standard & Poor's also lowered its rating on PXRE's
Capital Trust I preferred stock, supported by deferrable
subordinated debt from PXRE Corp., to 'CCC+' from 'B-', and
lowered its counterparty credit and financial strength ratings on
Bermuda-based PXRE Reinsurance Ltd. and U.S.-based PXRE
Reinsurance Co. (PXRE U.S.; collectively referred to as PXRE) to
'BB+' from 'BBB-'.

The outlook on all these ratings is stable.

Subsequently, at management's request, Standard & Poor's has
withdrawn the ratings on PXRE Reinsurance Ltd., PXRE U.S., and
PXRE Group Ltd.  The ratings on PXRE Capital Trust I's preferred
stock and its guarantor, PXRE Corp., were not withdrawn because
the preferred shares remain in the public domain, and thus are
subject to continued monitoring by Standard & Poor's.

"The downgrades reflect our concern of the potential that the
selective cancellation of reinsurance contracts by PXRE's clients
could result in PXRE's exposures being concentrated in certain
zones, thus resulting in a mismatch between current and
prospective exposures and reinsurance protection relative to the
capital base," Standard & Poor's credit analyst Steven Ader
explained.

"Specifically, a significant catastrophic event in an exposed zone
could result in material losses without an appropriate premium
base in terms of both total amount and diversification by exposure
location to offset these losses, resulting in a greater financial
impact than if none of the clients cancelled their coverage."

This risk is further exacerbated by weak financial flexibility,
borne from a materially diminished competitive position, resulting
in a questionable ability to raise capital in response to any
adverse industry or company event (including the potential for
reserve additions on 2005 hurricane losses).

The ratings on PXRE reflect adequate capital adequacy and
liquidity recently bolstered by the successful liquidation of the
fixed-income investment portfolio at PXRE Reinsurance Ltd. in
March 2006.  Offsetting factors include:

   * a materially diminished competitive position;

   * weak financial flexibility; and

   * the potential for adverse selection and exposure
     concentration triggered by PXRE's clients exercising their
     right to cancel their reinsurance contracts.

The stable outlook incorporates Standard & Poor's expectation that
PXRE's capital and liquidity are supportive of their current
obligations.


RADNOR HOLDINGS: Revolver Availability Increased to $85 Million
---------------------------------------------------------------
Radnor Holdings Corporation can borrow up to $85 million from its
bank lenders under its domestic revolving credit facility after
they amended their Credit Agreement on April 4, 2006.

The Revolver Amendment provides that the borrowing base may not
exceed the sum of:

   (1) 85% of the eligible receivables of the Company and its
       domestic operating subsidiaries; plus

   (2) the lesser of:

       (a) 60% of the Borrowers' eligible inventory; or
       (b) $40 million; less

   (3) outstanding letters of credit; less

   (4) outstanding swing loans; less

   (5) $6.0 million.

The Revolver Amendment became effective March 31, 2006.

As of Sept. 30, 2005, the Company had $62.4 million outstanding
under its revolving credit facilities.  After taking into account
cash on hand of $2.1 million, the Company has had the ability to
draw up to an additional $10.1 million under these facilities as
of Sept. 30, 2005.

Interest on the revolving loans increased and is payable at the
domestic rate (equal to the greater of National City Bank's prime
rate or the Fed Funds Rate plus .75%) or LIBOR loan rate plus, in
each case, the applicable margin.

The applicable margin for LIBOR rate loans will vary from 1.75% to
3.25% per annum and the applicable margin for domestic rate loans
will vary from 0.00% to 1.50% per annum based on the Company's
undrawn availability.

The Revolver Amendment also increased the letter of credit fee
payable to the lenders initially to 2.50% per annum of the face
amount of all outstanding letters of credit.  The letter of credit
fee will subsequently be adjusted to between 1.75% and 3.25% based
on the Company's undrawn availability.

The Revolver Amendment also provides that the fixed charge
coverage ratio requirement will not be applicable until the second
fiscal quarter of 2006 and will only be tested if undrawn
availability falls below $10.0 million or upon the occurrence and
continuation of a default.

The Revolver Amendment decreased the limit on permitted capital
expenditures for calendar year 2006 to $17.5 million.  The
Revolver Amendment also includes an early termination fee.

                      Bond Covenant Modified

As reported in the Troubled Company Reporter on April 10, 2006,
Radnor Holdings Corporation and some of its subsidiaries amended
their indenture with Wachovia Bank, National Association, dated as
of March 11, 2003, which governs the Company's 11% Senior Notes
due 2010.

The amendment allowed the Company to incur an additional
$25 million of indebtedness by expanding the definition of
"Permitted Indebtedness."

The Company's $135 million of 11.0% Senior Notes due 2010 are
fully and unconditionally jointly and severally guaranteed by
substantially all of the Company's domestic subsidiaries, all of
which are 100% owned.

                       About Radnor Holdings

Radnor Holdings Corporation -- http://www.radnorholdings.com/--  
is a leading manufacturer and distributor of a broad line of
disposable foodservice products in the United States and specialty
chemical products worldwide. The Company operates 15 plants in
North America and 3 in Europe and distributes its foodservice
products from 10 distribution centers throughout the United
States.
                    Liabilities Exceed Assets

At Sept. 30, 2005, Radnor Holdings' equity deficit widened
to $28,800,000 from a $770,000 deficit at Dec. 31, 2004.

                           Tardy 10-K

Radnor's Annual Report on Form 10-K for the fiscal year ended
December 30, 2005, "could not be filed within the prescribed time
period primarily due to the Company's continuing review of the
impact of, and disclosures related to, certain financing
transactions subsequent to fiscal year end," President and Chief
Executive Officer Michael T. Kennedy told the SEC in a March 31
regulatory filing. "The Company is also continuing its review of
certain income tax matters," Mr. Kennedy added.

Radnor's results of operations for the fiscal year ended
December 30, 2005, were negatively impacted by the Gulf Coast
hurricanes, and the resulting volatility in the petrochemicals and
energy markets.  The impact of these events on the Company's pre-
tax results of operations has been estimated between $25 million
and $30 million, primarily in the fourth quarter.


REAL ESTATE: Moody's Places Ratings on Six Cert. Classes at Low-B
-----------------------------------------------------------------
Moody's Investors Service assigned these definitive ratings to
certificates issued by Real Estate Asset Liquidity Trust
Commercial Mortgage Pass-Through Certificates, Series 2006-1:

   * Aaa to the $215.0 million Class A-1 Certificates due
     December 2021,

   * Aaa to the $142.4 million Class A-2 Certificates due
     December 2021,

   * Aa2 to the $6.7 million Class B Certificates due
     December 2021,

   * A2 to the $8.9 million Class C Certificates due
     December 2021,

   * Baa2 to the $0.001million Class D-1 Certificates
     due December 2021,

   * Baa2 to the $8.4 million Class D-2 Certificates due
     December 2021,

   * Baa3 to the $0.001 million Class E-1 Certificates due
     December 2021,

   * Baa3 to the $2.9 million Class E-2 Certificates due
     December 2021,

   * Ba1 to the $2.8 million Class F Certificates due
     December 2021,

   * Ba2 to the $2.2 million Class G Certificates due
     December 2021,

   * Ba3 to the $1.0 million Class H Certificates due
     December 2021,

   * B1 to the $1.0 million Class J Certificates due
     December 2021,

   * B2 to the $1.0 million Class K Certificates due
     December 2021,

   * B3 to the $0.5 million Class L Certificates due
     December 2021,

   * Aaa to the $0.001 million Class XP-1 Certificates
     due December 2021,

   * Aaa to the $369.3 million Class XP-2 Certificates
     due December 2021,

   * Aaa to the $0.001 million Class XC-1 Certificates
     due December 2021, and

   * Aaa to the $396.2 million Class XC-2 Certificates due
     December 2021.

The ratings on the Certificates are based on the quality of the
underlying collateral -- a pool of multifamily and commercial
loans located in Canada.

The ratings on the Certificates are also based on the credit
enhancement furnished by the subordinate tranches and on the
structural and legal integrity of the transaction.

The pool's strengths include its high percentage of less risky
asset classes, recourse on 74.1% of the pool, the overall low
leverage and the creditor friendly legal environment in Canada.
Moody's concerns include the concentration of the pool, where the
top ten loans account for 58.6% of the total pool balance and the
existence of subordinated debt on 5.6% of the pool.  Moody's
beginning loan-to-value ratio was 79.1% on a weighted average
basis.


REPUBLIC STORAGE: Wants to Hire Duff & Phelps as Investment Banker
------------------------------------------------------------------
Republic Storage Systems Company, Inc., asks the U.S. Bankruptcy
Court for the Northern District of Ohio for permission to employ
Duff & Phelps Securities, LLC, as its investment banker.

D&P will:

   a) provide specific services appropriate and feasible in order
      to advise the Debtor with the sale or refinance of its
      business; and

   b) provide financial advisory and investment banking
      services, including general restructuring advice and
      banking services with regard to any potential public or
      private financing, any potential sale of the Debtor's
      assets to another corporation or business entity, any
      restructuring, reorganization  recapitalization, or
      similar transactions.

The Debtor will pay D&P a monthly fee of $25,000.  D&P will
credit 100% of the monthly fees, including any amounts received
pre-petition, towards any fees payable in connection with the
completion of a transaction.

To date, D&P received a total of $120,879.01, consisting of
$100,000 in monthly fees and $20,879.01 in out of pocket expenses.

The Debtor will pay D&P a transaction fee, which will be the
greater of:

     a) $250,000;

     b) a Financing Fee, equal to 2.5% of the first $10 million of
        principal balance of any new secured, unsecured
        indebtedness or equity capital raised plus 3.5% of that
        new capital raised in excess of $10 million, provided
        however, that capital provided by sources that have been
        in discussions with the Debtor and listed on Exhibit A of
        the Retention Agreement shall be subject to 50% of the
        aforementioned Financing Fee; or

     c) a Sale Fee, which in the event of a sale of all, or
        substantially all, of the Debtor's assets through either
        an asset sale or stock sale, D&P will earn a fee of 2.5%
        of the first $10 million of Sale Value plus 3.5% of such
        Sale Value in excess of $10 million.

In addition to compensation for professional services rendered by
its personnel, Debtor will reimburse D&P for its reasonable out-
of-pocket and incidental expenses as documented for travel, meals,
lodging, and other miscellaneous expenses incurred in connection
with the case.

The Debtor submits that D&P does not hold or represent any
interest adverse to the Debtor as debtor-in-possession or to its
estate, that D&P is a "disinterested person" as that term is
defined in Sections 101(14) and 1107(b) of the Bankruptcy Code.

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Halter &
Griswold, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


SOLECTRON CORP: Discloses Second Fiscal Quarter Financial Results
-----------------------------------------------------------------
Solectron Corporation (NYSE:SLR) reported sales of $2.50 billion
in the second quarter of fiscal 2006, an increase of 1.8% over
first quarter revenues of $2.46 billion.  Revenues in the second
quarter of fiscal 2005 were $2.76 billion.

The company reported GAAP profit after tax from continuing
operations of $17.1 million in the second quarter of fiscal 2006,
compared with a GAAP profit after tax from continuing operations
of $20.2 million in the first quarter of fiscal 2006.

In the second quarter of fiscal 2005, Solectron reported a GAAP
loss after tax from continuing operations of $3.1 million.  The
company reported GAAP profit after tax of $30.4 million in the
second quarter of fiscal 2006, including a gain of approximately
$13.3 million from discontinued operations, primarily related to
a working capital settlement in connection with a past
divestiture.

Non-GAAP profit after tax was $29.7 million in the second quarter
of fiscal 2006, compared with non-GAAP profit after tax of
$28.1 million for the first quarter of fiscal 2006.

In the second quarter of fiscal 2005, Solectron reported non-GAAP
profit after tax of $44.7 million.  Non-GAAP financial results do
not include restructuring costs, impairment charges, amortization
of intangibles, stock-based compensation expenses, or other
infrequent or unusual items.

The financial results of prior periods have been adjusted to
exclude the impact of stock compensation charges and amortization
of intangibles.

"We are pleased to see that revenue growth has resumed over the
past two quarters and that we are delivering on our commitment to
return to growth in fiscal 2006," said Mike Cannon, president and
chief executive officer, Solectron.  "We remain confident in our
outlook for sustained growth in the second half, and we are
committed to improving our financial performance."

                   Third Quarter 2006 Guidance

Fiscal third quarter guidance is for sales of $2.5 billion to
$2.7 billion.

Headquartered in Milpitas, California, Solectron Corporation --
http://www.solectron.com/-- provides a full range of worldwide
manufacturing and integrated supply chain services to the world's
premier high-tech electronics companies.  Solectron's offerings
include new-product design and introduction services, materials
management, product manufacturing, and product warranty and
end-of-life support.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Moody's Investors Service put a B3 rating on Solectron's
$150 million ten-year senior subordinated notes and affirmed
Solectron's existing ratings including its B1 Corporate Family
rating.  Moody's said the ratings outlook remains stable.

Fitch Ratings also placed a 'B+' rating on Solectron's
$150 million of senior subordinated notes.


SOLUTIA INC: Six Creditors Resigned from Creditors' Committee
-------------------------------------------------------------
In 2004, Austin Industries, Inc., resigned as member of the
Official Committee of Unsecured Creditors of Solutia, Inc.,
et al.  Deirdre A. Martini, before she resigned as the United
States Trustee for Region 2, appointed BASF Corporation to the
panel.

Six more members resigned from the Committee:

    -- Fidelity Management & Research Co.,
    -- Shell Chemical, LP,
    -- J.P. Morgan Chase Bank,
    -- Monsanto Company,
    -- Trust Company of the West, and
    -- Xerion Partners I, LLC

The Creditors Committee is now comprised of:

    (1) Pension Benefit Guaranty Corporation
        1200 K Street N.W., Suite 340
        Washington, D.C. 20004
        Attn: Rodney Carter, Financial Analyst
        Tel. No.: (202) 3276-4070, ext. 3941

    (2) BASF Corporation
        300 Continental Drive North
        Mount Olive, New Jersey 07028
        Attn: Tom A. Turner, Corporate Credit Manager
        c/o Sharon Levine, Esq.
        Tel. No.: (973) 597-2374

    (3) Toray Industries, Inc.
        461 Fifth Avenue, 9th Floor
        New York, NY 10017
        Attn: Yusuke Orito
              Chief Executive Representative for the Americas
        Tel. No.: (212) 697-8150

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOLUTIA: Equity Panel Wants Discovery on Monsanto Issues Continued
------------------------------------------------------------------
"The Plan [of Reorganization] proposed and described in the
Disclosure Statement amounts to little more than a repeat one-
sided give-away by Solutia to Pharmacia Corporation and Monsanto
Company, much like the original 1997 Spin-Off of Solutia from Old
Monsanto and the Amendment to the Distribution Agreement in
2000," Karen B. Dine, Esq., at Pillsbury Winthrop Shaw Pittman
LLP, in New York, contends.

The Plan bears striking similarity to the Spin-Off and Amendment
by using Solutia to protect and insulate Old Monsanto and New
Monsanto from the Environmental Legacy Liabilities, Ms. Dine
points out.

"Monsanto, with the assistance of Solutia and the Official
Committee of Unsecured Creditors, seek to accomplish [that] goal
through inadequate and misleading information to Solutia's
unsecured creditors and public shareholders."

The Official Committee of Equity Security Holders relates that
shortly before taking her medical leave, Judge Beatty informed
the Debtors that the Equity Committee should be entitled to
discovery concerning the claims asserted in its Adversary
Proceeding, as well as discovery relating to the Global
Settlement, originally announced on June 20, 2005, that was to
form the basis of the Debtors' proposed plan of reorganization.

"Rather than proceed with any such discovery or cooperate in any
meaningful way with the Equity Committee, the Debtors took
advantage of this Court's leave to file the Plan and Disclosure
Statement without any of the Settling Parties first providing the
Equity Committee with any discovery.

"This action was contrary to this Court's admonitions to the
Settling Parties that the failure to cooperate with the Equity
Committee with respect to discovery would effectively delay any
proceedings towards confirmation of a plan of reorganization," Ms.
Dine says.

The Equity Committee submits that before a hearing on the
Disclosure Statement can proceed and before any comprehensive
objections can be filed, there must be threshold discovery of the
information underlying and supporting the Plan.

Without this discovery, the Equity Committee cannot fairly test
the adequacy of the Disclosure Statement with respect to key
issues in the Plan.  The Equity Committee notes that:

    (1) The Disclosure Statement fails to provide anything but a
        cursory analysis of the claims asserted by Old Monsanto
        and New Monsanto.  Nor does the Disclosure Statement
        provide any disclosure quantifying these allegedly
        significant claims against the Debtors' estates.

    (2) The Disclosure Statement contains no meaningful analysis
        of the potential claims of the Debtors' estates against
        Old Monsanto and New Monsanto.  Nor does the Disclosure
        Statement quantify the potential value of the claims
        against New Monsanto or Old Monsanto.

    (3) The Disclosure Statement misleadingly suggests that New
        Monsanto will make significant monetary and other
        contributions to the Plan to justify the substantial
        amount of the ownership interest in Reorganized Solutia to
        be provided to New Monsanto under the Plan.  When, in
        fact, New Monsanto will actually make only minimal
        contributions to the estate in exchange for the windfall
        recovery it is proposed to receive under the Plan.

    (4) Information relating to the Debtors' determination of
        value for Reorganized Solutia is wholly inadequate and
        misleadingly suggests a substantially underestimated
        enterprise value for Reorganized Solutia.

For these reasons, the Equity Committee served discovery requests
on each of the Settling Parties in March 2006.  However, the
Settling Parties have resisted the discovery and failed to
cooperate with the Equity Committee, claiming that discovery is
premature or irrelevant.

According to Ms. Dine, the Debtors have suggested to the Equity
Committee that they are prepared to offer the Equity Committee
limited discovery on the condition that the Equity Committee will
waive substantial portions of its discovery until after approval
of the Disclosure Statement.

The Equity Committee maintains that discovery relating to these
issues is necessary:

    * Quantification and analysis of the claims asserted by
      Monsanto and Pharmacia against the Debtors;

    * Quantification and analysis of the claims of the Debtors'
      estates against Monsanto and Pharmacia;

    * Analysis and information relating to the valuation of
      Solutia and the value of the New Common Stock to be issued
      by Reorganized Solutia; and

    * Further analysis and information relating to the
      Environmental Legacy Liabilities.

Until necessary discovery is completed and threshold issues are
determined, Solutia cannot present its stakeholders with adequate
disclosure to enable them to evaluate and vote on the Plan, Ms.
Dine avers.

Thus, the Equity Committee asks the U.S. Bankruptcy Court for the
Southern District of New York to continue the Disclosure Statement
hearing and the deadline to file objections to the Disclosure
Statement to allow discovery to proceed forward.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Debtors filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts.  Solutia is represented by
Richard M. Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden,
Esq., Ira S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin
Gump Strauss Hauer & Feld LLP represent the Official Committee of
Unsecured Creditors, and Derron S. Slonecker at Houlihan Lokey
Howard & Zukin Capital provides the Creditors' Committee with
financial advice.  (Solutia Bankruptcy News, Issue No. 58;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SYBRON DENTAL: Inks $2 Billion Purchase Deal with Danaher Corp
--------------------------------------------------------------
Danaher Corporation (NYSE: DHR) and Sybron Dental Specialties Inc.
signed a definitive agreement pursuant to which Danaher will make
a cash tender offer to acquire all of the outstanding shares of
Sybron Dental for $47 per share, for an aggregate price of
approximately $2 billion, including transaction costs and net of
cash acquired, to be followed by a second step cash-out merger at
the offer price.  In addition, Danaher expects to assume
approximately $200 million of debt in connection with the
acquisition.

The Board of Directors of Sybron Dental unanimously recommended
that the shareholders of Sybron Dental accept the offer.  The
offer is subject to customary conditions, including tender of a
majority of the outstanding shares into the offer, and the absence
of a material adverse change with respect to Sybron Dental.
Danaher anticipates completing the offer in the second quarter of
2006.

"the combination of Danaher and Sybron Dental makes very strong
strategic and financial sense," Danaher's President and CEO, H.
Lawrence Culp, Jr., said.

"Sybron's consumables and small equipment offering are a logical
extension of Danaher's existing dental equipment portfolio and
will allow us to more broadly serve the dental community.

"We also believe there are excellent opportunities to strengthen
Sybron Dental as well as accelerate its growth with the
application of the Danaher Business System.  We look forward to
working with this talented organization."

"We firmly believe the transaction with Danaher serves the best
interests of our shareholders and will provide numerous benefits
for our employees and customers, Floyd W. Pickrell, Jr., Chief
Executive Officer of Sybron Dental Specialties, said.

"Danaher is committed to investing in our business, promoting
further innovation in our product development efforts, and
enhancing efficiencies in our operations.  We believe our combined
efforts will help Sybron extend the leadership position we have
built in attractive markets throughout the world."

Credit Suisse Securities (USA) LLC acted as financial advisor to
Sybron Dental, and Hughes Hubbard & Reed LLP and Quarles & Brady
LLP provided legal counsel to Sybron Dental.

                           About Danaher

Danaher Corporation - http://www.danaher.com/-- is a leading
manufacturer of Professional Instrumentation, Industrial
Technologies, and Tools and Components.

                        About Sybron Dental

Based in Newport Beach, California, Sybron Dental Specialties --
http://www.sybrondental.com/-- and its subsidiaries are leading
manufacturers of both a broad range of value-added products for
the dental profession, including the specialty markets of
orthodontics, endodontics and implantology, and a variety of
infection prevention products for use by the dental and medical
professions.  Sybron Dental reported annual revenues of
approximately $650 million in fiscal year 2006.

Sybron's 8-1/8% Senior Subordinated Notes due 2012 carry Moody's
Investors Service's B1 rating and Standard & Poor's BB- rating.


SYBRON DENTAL: Danaher Merger Cues S&P to Put BB+ Rating on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Sybron
Dental Specialties Inc., including the 'BB+' corporate credit
rating, on CreditWatch with positive implications (indicating
that the ratings could be raised or affirmed upon further review).
The CreditWatch placement follows the announcement that Danaher
Corporation will acquire the company.

Danaher anticipates that the acquisition will be completed in the
second quarter of 2006.  At that point, Standard & Poor's will
withdraw its corporate credit rating on Sybron, as well as the
ratings of any retired debt.  However, if any of Sybron's rated
debt were to remain outstanding after the transaction, we would
likely raise the rating on that debt.  This is due to Danaher's
stronger credit quality relative to Sybron.


TOWER AUTOMOTIVE: Asks Court to Approve Settlements with Retirees
-----------------------------------------------------------------
Tower Automotive, Inc. (OTCBB: TWRAQ.PK) and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Southern District of New
York to approve settlements with two groups representing current
and future retirees.

Both settlements include modifications to retiree health care
benefits that are imperative to Tower's successful restructuring
and emergence from bankruptcy.

The settlements cover retired salaried employees company-wide as
well as current and future retirees of the recently closed
Milwaukee facility.

The agreement with salaried retirees was reached with the Official
Committee of Retirees.  Under the agreement, Tower will continue
its current benefit payments to salaried retirees through
June 30, 2006.

The Retiree Committee will establish a Voluntary Employee Benefits
Association trust to administer future benefits.  Tower will make
a cash payment to the VEBA on July 1 and another payment in cash
and equity when the company emerges from Chapter 11
reorganization.

These payments will total approximately $5 million.  If Tower's
reorganization is not completed by July 1, the company will make
supplemental cash payments to the VEBA until the reorganization is
complete.  In addition, retiree life insurance will continue at
the current benefit levels.  The Retiree Committee represents
approximately 200 retired salaried workers and their dependents.

Tower also submitted to the Court a previously announced agreement
with unions representing employees and retirees at its Milwaukee
manufacturing facility.

Under that agreement, Tower will continue current benefit payments
through June 30, 2006.  A separate VEBA will administer benefits
for current and future Milwaukee retirees beginning July 1.

The company will contribute approximately $30 million in equity in
the reorganized company to the VEBA when Tower emerges from
bankruptcy.  Tower may make additional cash payments if certain
financial milestones are met.

The Milwaukee agreement covers approximately 4,600 current and
future retirees and their dependents.  The Milwaukee location
ceased operations last month.

"The decision to ask our retired colleagues for changes to the
benefits they receive was a difficult one, but it is a necessary
step in achieving the cost savings that are critical to our
reorganization plan," Kathleen Ligocki, president and chief
executive officer of Tower said.

"These agreements, which resolve over 90 percent of Tower's
retiree obligations, enable the company to reduce its costs while
providing a framework for continued healthcare coverage.  We
appreciate the retirees' willingness to join with us in doing
their part to ensure that our reorganization plan is successful,
and we are pleased that agreements could be reached without the
need for the Bankruptcy Court to rule on Tower's request to modify
the benefits."

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through 05-
10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq., Anup
Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet, Esq.,
at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.


UAL: Pilots Demand Immediate Payment of Non-Qualified Benefits
--------------------------------------------------------------
On March 21, 2006, the U.S. Bankruptcy Court for the Northern
District of Illinois directed United Air Lines, Inc., to pay
non-qualified pension benefits for November 2005 through January
2006.

Three days later, United asked the Court to correct a "clerical
error" with respect to that order.  United argues that the order
omitted language necessary for it to take appeal because the order
did not give it the opportunity to segregate amounts necessary to
non-qualified benefits.

                URPBPA Challenges United's Request

"It is disingenuous for United to argue that the March 21, 2006
order is somehow deficient and that this deficiency is due to the
Court's alleged 'clerical error' when, in fact, United is asking
for new relief," Eric E. Newman, Esq., at Meckler Bulger &
Tilson, in Chicago, Illinois, tells Judge Wedoff.

United, Mr. Newman notes, seems to be asking for permission to
place the non-qualified benefits it owes retired pilots into some
type of escrow account.  But United provides no reason why it
should retain control over the amount it owes the retired pilots,
says Mr. Newman.

Mr. Newman asserts that United's attempt to withhold payments,
despite the fact that it did not contest that it owes this money,
appears to be nothing more than an unjustified stalling tactic.

Accordingly, the United Retired Pilots Benefit Protection
Association asks the Court to deny United's request and require
United to either immediately pay non-qualified benefits for
November 2005 through January 2006 or post an appropriate
supersedeas bond.

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


UAL CORP: Amends Performance Incentive Plan & LT Incentive Plan
---------------------------------------------------------------
Paul R. Lovejoy, UAL Corporation's senior vice president, general
counsel and secretary, informs the Securities and Exchange
Commission that on Feb 22, 2006, the Human Resources
Subcommittee of the Board of Directors of UAL Corporation
approved and recommended an amendment to the UAL Corporation
Performance Incentive Plan.  The Board adopted the amendment on
February 23, 2006.

Similarly, the HR Committee also approved, and the Board adopted,
an amendment to the United NewVentures Long Term Incentive Plan.

Under the terms of the PIP and LTIP Amendments:

   (a) no participant who is, or was, an officer of UAL or United
       Air Lines, Inc., at any time from January 1, 2003, through
       the date of payment of the incentive award will be
       entitled to receive payment of an incentive award under
       the PIP or LTIP; and

   (b) payment of the incentive awards for 2003 may be made in
       the form of the issuance of non-equity securities of UAL
       or the payment of cash as soon as practicable, but in any
       event no later than 270 days following Feb. 1, 2006,
       the date UAL emerged from Chapter 11; and

Participants of the PIP will be entitled to receive incentive
awards only if they are employed by UAL or an affiliate on the
date of the payment of the award.

The total principal amount of all of the non-equity securities
issued for payment of all of the incentive awards under the LTIP,
together with any cash payments of incentive awards under the
LTIP, may not exceed $11,000,000.

A full-text copy of the PIP Amendment is available for free at
http://ResearchArchives.com/t/s?7de

A full-text copy of the LTIP Amendment is available for free at
http://ResearchArchives.com/t/s?7df

                            About UAL

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $24,190,000,000
in assets and $22,787,000,000 in debts.  Judge Wedoff confirmed
the Debtors' Second Amended Plan on Jan. 20, 2006.  The Company
emerged from bankruptcy protection on February 1, 2006.  (United
Airlines Bankruptcy News, Issue No. 119; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


UNIVERSITY HEIGHTS: Retains McNamee Lochner as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York
approved the request of University Heights Association Inc. to
retain McNamee, Lochner, Titus & Williams, P.C., as its bankruptcy
counsel.

McNamee Lochner will:

   a) assist in preparing and filing with the Court and the U.S.
      Trustee's office all schedules and statements required by
      the Court Bankruptcy Rules, the Bankruptcy Code and U.S.
      Trustee;

   b) represent the Debtor at all meetings of creditors;

   c) assist in preparing and filing the Debtor's chapter 11 plan
      and obtaining Court's approva for that plan;

   d) assist in the preparation of a disclosure statement;

   e) assist in the protection of the Debtor's interest in
      executory contracts or leases;

   f) defend any motions to lift stay and any other ancillary
      motions necessary within the context of the chapter 11
      proceedings; and

   g) represent the Debtor's interest in any and all other related
      proceedings during the course of the Debtor's chapter 11
      case.

Peter A. Pastore, Esq., a principal at McNamee Lochner, tells the
Court that his Firm received a $17,732 prepetition retainer.

Court documents don't disclose how much McNamee Lochner's
professionals will be paid.

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

Headquartered in Albany, New York, University Heights Association
Inc. -- http://www.universityheights.org/-- is composed of four
educational institutions that aim to enhance the economic vitality
and quality of life of its immediate community.  The company filed
for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case
No. 06-10226).  Peter A. Pastore, Esq., at McNamee, Lochner,
Titus & Williams, PC, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and liabilities between $10 million and $50
million.


USA COMMERCIAL: Files Chapter 11 Protection in Nevada
-----------------------------------------------------
USA Commercial Mortgage Company and certain of its affiliates have
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in order to address liquidity needs and
debt restructuring.  The company filed its petition with the U. S.
Bankruptcy Court for the Southern District of Nevada.  The company
also does business under the name USA Capital.

In connection with the company's Chapter 11 filings, USA
Commercial Mortgage said it is in active discussions with leading
financial institutions to provide debtor-in-possession financing.
USA Commercial Mortgage Company is seeking a $100 million credit
facility to fund operations and provide capacity to fund new
loans.

Filings for Chapter 11 reorganization have been made for these
entities:

     * USA Commercial Mortgage Company;
     * USA Capital Realty Advisors, LLC;
     * USA Securities, LLC;
     * USA Capital First Trust Deed Fund, LLC; and
     * USA Capital Diversified Trust Deed Fund, LLC.

          Thomas Allison Named Chief Executive Officer

The Company retained Mesirow Financial Interim Management, one of
the nation's top restructuring consulting firms, to assist in
reorganizing operations and securing DIP financing in order to
rebuild the company's core loan origination, underwriting and
servicing operations.

Thomas J. Allison, Mesirow executive vice president and senior
managing director, has been named chief executive officer for USA
Commercial Mortgage and its affiliates associated with the Chapter
11 petition.

Mr. Allison is considered one of the foremost professionals in the
restructuring and turnaround field, and has been managing complex
turnaround situations since 1979.  Mr. Allison replaces Joseph D.
Milanowski who had been president, chief operating officer and a
director of USA Commercial Mortgage Company since 1998, and had
been associated with the company since 1993.

"We are entering into this process with a solid plan," Mr. Allison
said.  "We are working on liquidity to fund our commitments and to
improve our collection process.  What we need is time to get our
investor accounts and loans back in order and to put the systems
and processes in place to enable the company to operate properly
on a going-forward basis.  If all goes well, we hope to be able to
pay creditors in full and to pay investors in accordance with
their contracts."

                        First-Day Motions

USA Commercial Mortgage Company filed "first-day motions" in the
Bankruptcy Court intended to ensure that the company's business
continues to function with minimal disruption.  The court filings
are intended to:

     * ensure the company is able to pay its employee wages and
       benefits, suppliers, investors and borrowers;

     * obtain interim financing;

     * maintain cash management programs; and,

     * retain legal, financial and other professionals to support
       the company's reorganization plans.

The company retained Ray Quinney & Nebeker of Salt Lake City, Utah
and Schwartzer & McPherson of Las Vegas as its legal counsel for
these filings.

                New Website on Chapter 11 Filings

The company has published a new website --
http://www.usacapitalcorp.com/-- to provide a single source of
information about the company, the filings, and the progress of
its reorganization.  Information is available for investors,
borrowers and media on the new website which replaces the
company's previous websites.

                           SEC Inquiry

One of the filing entities, USA Capital First Trust Deed Fund,
LLC, disclosed in prior reports filed with the SEC that the SEC is
currently conducting an investigation of the operations of USA
Capital First Trust Deed Fund, LLC, its manager, USA Securities,
LLC, USA Commercial Mortgage Company, and USA Capital Diversified
Trust Deed Fund, LLC.

The SEC is investigating possible violations of federal securities
laws by these entities.  USA Securities, USA Commercial Mortgage
Company and their affiliates are cooperating fully in the
investigation.  The company said that Allison, as the new CEO of
the company, is conducting his own investigation of the concerns
raised by the SEC.

              About USA Commercial Mortgage Company

Based in Las Vegas, Nevada, USA Commercial Mortgage Company
(dba USA Capital) -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 miilion and
$50 million.


USA COMMERCIAL: Case Summary & 26 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: USA Commercial Mortgage Company
             fka USA Capital
             4484 South Pecos Road
             Las Vegas, Nevada 89121

Bankruptcy Case No.: 06-10725

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                          Case No.
      ------                                          --------
      USA Capital Realty Advisors, LLC                06-10726
      USA Capital Diversified Trust Deed Fund, LLC    06-10727
      USA Capital First Trust Deed Fund, LLC          06-10728
      USA Securities, LLC                             06-10729

Type of Business: The Debtor provides more than $1 billion in
                  short-term and permanent financing to
                  homebuilders, commercial developers, apartment
                  owners and institutions nationwide.
                  See http://www.usacapitalcorp.com/

Chapter 11 Petition Date: April 13, 2006

Court: District of Nevada (Las Vegas)

Judge: Linda B. Riegle

Debtors' Counsel: Lenard E. Schwartzer, Esq.
                  Schwartzer & Mcpherson Law Firm
                  2850 S. Jones Boulevard, Suite 1
                  Las Vegas, NV 89146
                  Tel: 702-228-7590
                  Fax: 702-892-0122

                                   Total Assets     Total Debts
                                   ------------     -----------
USA Commercial Mortgage Company    $50 Million to   $10 Million to
                                   $100 Million     $50 Million

USA Capital Realty Advisors, LLC   $1 Million to    $100,000 to
                                   $10 Million      $500,000

USA Capital Diversified Trust      More than $100   $500,000 to
   Deed Fund, LLC                  Million          $1 Million

USA Capital First Trust Deed       $67,755,553      $329,549
    Fund, LLC

USA Securities, LLC                $0 to $50,000    $0 to $50,000

A. USA Commercial Mortgage Company's 20 Largest Unsecured
   Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
Bunch, Dell                                $10,500,000
1909 Red Robin Court
Las Vegas, NV 89134

Peterson, Michael                           $1,500,000
c/o John F. O'Reilly
O'Reilly Law Group, LLC
325 South Maryland Parkway
Las Vegas, NV 89101

Nevada State Bank                             $300,000
P.O. Box 990
Las Vegas, NV 89125

Paris Line LLC                                $236,823
4759 Illustrious Street
Las Vegas, NV 89147

Pecos Professional Park                       $181,081
4484 South Pecos Park
Las Vegas, NV 89121

Wells Fargo Bank                              $150,292
MAC T5601012
P.O. Box 659700
San Antonio, TX 78286

Annee of Paris Coiffures, Inc.                $136,116
8049 Pinncale Peak
Las Vegas, NV 89113

Haspinov, LLC                                 $107,022
4484 South Pecos Rd.
Las Vegas, NV 89121

Bank of America                               $100,000
P.O. Box 30750
Los Angeles, CA 90030

USA Commercial Real Estate Group               $51,869
4484 South Pecos Rd
Las Vegas, NV 89121

Citibank                                       $50,000

U.S. Bank                                      $46,766

Goolde Patterson Ales & Day                    $46,463

Nevada Department of Taxation                  $40,942

Advanced Information Systems                   $32,428

Scotsman Publishing, Inc.                      $24,147

RD Advertising                                 $24,054

West Coast Life Insurance Company              $24,020

Russell AD Development Group, LLC              $21,000

Special Order Systems                          $18,211

B. USA Capital Realty Advisors, LLC's 2 Largest Unsecured
   Creditors:

   Entity                                 Claim Amount
   ------                                 ------------
   Kummer, Kaempfer Bonner & Renshaw           $55,327
   3800 Howard Hudges Parkway, 7th Floor
   Las Vegas, NV 89109

   InterShow                                    $9,795
   The Githler Center
   1258 North Palm Avenue
   Sarasota, FL 34236


C. USA Capital Diversified Trust Deed Fund, LLC, has no Unsecured
   Creditors who are not insiders.

D. USA Capital First Trust Deed Fund, LLC, has no Unsecured
   Creditors who are not insiders.

E. USA Securities, LLC's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
   James Hull                 Commissions                   $385

   George Gorman              Commissions                   $369

   R. Hagmaier                Commissions                   $200

   Tim Rich                   Commissions                   $112


USG CORP: Court Okays Ch. 11 Plan Solicitation & Voting Procedures
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approves,
in its entirety, USG Corporation and its debtor-affiliates'
procedures for distribution of solicitation packages and
tabulation of votes to accept or reject the Plan.

Logan & Company, Inc., will serve as the Debtors' voting agent in
connection with the preparation, distribution and tabulation of
ballots.

Judge Judith K. Fitzgerald directs the Debtors to mail
Solicitation Packages containing copies of:

   (a) the confirmation hearing notice;

   (b) the disclosure statement;

   (c) the letters recommending acceptance of the Plan;

   (d) letters or other communications to a holder from a firm
       representing that holder for Solicitation Packages sent
       to a Direct Asbestos Personal Injury Claimholder; and

   (e) an appropriate form of ballot and a ballot return
       envelope for Solicitation Packages sent to a Class 7
       claim holder.

Consistent with Sections 1126(f) of the Bankruptcy Code, the
Solicitation Packages for holders of claims or interests against
any Debtor in a class that is deemed to accept the Plan will not
include a ballot.

Judge Fitzgerald also rules that these appropriate Ballots will
be distributed to the Class 7 Claimholders:

   Ballot No. 1   Individual Ballot for Class 7 Direct Asbestos
                  PI Claims

   Ballot No. 2   Master Ballot for Class 7 Direct Asbestos PI
                  Claims

   Ballot No. 3   Individual Ballot for Class 7 Asbestos PI
                  Indirect Claims

Judge Fitzgerald approves the Solicitation and Tabulation
Procedures, including the special procedures relating to Asbestos
PI Claims.

Judge Fitzgerald establishes April 3, 2006, as the record date to
determine which creditors and interest holders are entitled to
receive Solicitation Packages and, where applicable, vote on the
Plan, pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure.

All Solicitation Packages will be mailed on or before
April 24, 2006.

To be counted as votes to accept or reject the Plan, all Ballots
must be properly executed, completed and delivered to Logan &
Company no later than 5:00 p.m., Eastern Time, on June 2, 2006.

Furthermore, Judge Fitzgerald approves the procedures with
respect to distribution of the Solicitation Packages to
securities holders.

Each claim within a class of claims entitled to vote to accept or
reject the Plan will be temporarily allowed in accordance with
the tabulation rules provided in the Solicitation and Tabulation
Procedures.  Any claimant that seeks to challenge the allowance
of its claim for voting purposes in accordance with the General
Tabulation Rules will promptly serve a Rule 3018 Motion to the
Debtors.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  (USG
Bankruptcy News, Issue No. 107; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORPORATION: Gets More Time to Make Lease-Related Decisions
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave USG
Corporation and its debtor-affiliates until the earlier of
September 1, 2006, or the effective date of their chapter 11 plan,
without prejudice to their right to seek further extensions to
assume or reject non-residential real property leases.

Paul N. Heath, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, told Judge Fitzgerald that the Debtors
have approximately 146 real property leases.  Given the
importance of those leases to their ongoing operations and the
number of leases at issue, the Debtors need more time to decide
on how to treat their leases pursuant to Section 365(d)(4) of the
Bankruptcy Code.

A schedule of the Debtors' Real Property Leases is available for
free at http://bankrupt.com/misc/usgrealpropertyleases.pdf

Pending their decision, the Debtors assure Judge Fitzgerald that
they will perform all of their obligations pertaining to the
leases arising from and after the Petition Date in a timely
fashion, including payment of postpetition rent due.  Therefore,
there should be little or no prejudice to the landlords under the
real property leases as a result of the requested extension.
According to the Debtors, the aggregate amount of prepetition
arrearages under the leases is relatively small, as rent under
many of the leases was paid in advance.

                         About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 107; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORP: Wants Speights & Runyan Barred from Pursuing PD Claims
----------------------------------------------------------------
USG Corporation and its debtor-affiliates want the U.S. Bankruptcy
Court for the District of Delaware to preclude Speights & Runyan
from pursuing any claim it has not demonstrated in its Verified
Statement of Multiple Representations Pursuant to Fed. R. Bankr.
P. 2019 it had authority to file.

The Debtors explain that approximately 65% of the pre-Bar Date
asbestos property damage claims that remain pending against them
were filed by Speights & Runyan; yet it does not appear that
Speights & Runyan was authorized by its purported clients to file
the vast majority of those claims.

The Debtors note that the only claim documents ever filed by or
on behalf of hundreds of claimants were signed and submitted
solely by Speights & Runyan, there is no evidence that these
claimants ever intended to pursue claims in these proceedings,
and Speights & Runyan's 2019 Statement does not provide any
evidence that the firm was, in fact, authorized to file these
claims.

Speights & Runyan filed its 2019 Statement in December 2004.  The
2019 Statement was accompanied by two exhibits that purportedly
contained the information required by the Court's October 22,
2004 Order.  Among the attachments to the 2019 Statement was a
spreadsheet listing 283 claimants for which Speights & Runyan
claimed authorization to file asbestos property damage claims
against Debtors.  The spreadsheet assigned number codes for the
claimed authorization as to each claimant.

Accordingly, the Debtors assert, those claims have no place in
the chapter 11 proceedings, and their inclusion among the claims
that the Debtors must address threatens to waste the time and
resources of the Court, the Debtors, and other claimants.

Specifically, the Debtors want to preclude Speights & Runyan from
pursuing these categories of claims:

   (a) 32 claims filed by Speights & Runyan that are not listed
       on Speights & Runyan's 2019 Statement;

   (b) 6 claimants listed on the Speights & Runyan 2019 Statement
       that the Debtors have not been able to associate with any
       claimant;

   (c) More than 400 claims for which Speights & Runyan's only
       purported authority is a putative nationwide class that
       was rejected by the South Carolina court in which Speights
       & Runyan sought to have it certified;

   (d) 8 claims for which Speights & Runyan's authority
       purportedly results from a South Carolina-only class that
       was certified days before Debtors filed for Chapter 11
       protection; and

   (e) 88 claims for which the only purported authorization
       provided by Speights & Runyan is various unsigned form or
       sample authorization or agreement forms.

                    Speights & Runyan Objects

Speights & Runyan reminds the Court that the firm has an ethical
obligation as counsel in Anderson Memorial Hospital v. W.R. Grace
& Co., et al., Case No. 92-CP-25-279 (Hampton County, SC, filed
December 23, 1992) to protect the rights of absent class members.
Hence, Speights & Runyan asserts that its 2019 statement -- which
identified the Anderson Complaint and the Anderson Class
Certification Order as the instruments which provided the firm
with authority to file the claims -- was appropriate.

However, since the Bankruptcy Court in In re W.R. Grace & Co.,
Case No. 01-01139(JFK), has disagreed with Speights & Runyan's
assertion, the firm suggests that the USG Court enter a case
management order similar to the one entered in Grace, providing
that the firm will product to the Debtors the actual basis --
rather than an exemplar or blank contract -- for its authority
for pending claims.

Speights & Runyan will also identify any claims remaining for
which its sole basis of authority is the Anderson Memorial
putative class action.  The firm will amend its 2019 Statement to
refer to the actual document, if any.

                        Parties Stipulate

In a stipulation approved by the Court, the Debtors and Speights
& Runyan agree that the firm will withdraw all claims on behalf
of non-South Carolina claimants for which the firm's sole basis
of authority is the Anderson Memorial putative "worldwide" class.

Speights & Runyan will produce to the Debtors the actual basis
for its authority to file claims, including documentation
supporting that authority.

Speights & Runyan will also amend its Rule 2019 Statement.

Hearing on the Debtors' request is adjourned to a later date.

                          About USG Corp.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.
(USG Bankruptcy News, Issue No. 108; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


WATTSHEALTH FOUNDATION: Sells HMO Business to Care 1st for $30MM
----------------------------------------------------------------
WattsHealth Foundation Inc. will sell its UHP Healthcare HMO for
$30 million to Care 1st Health Plan, an Alhambra-based HMO, Daniel
Yi of the Los Angeles Times reports.

Most WattsHealth members obtain coverage through Medi-Cal, the
state-run health plan for low-income residents, and Medicare, the
federal program for the elderly, while Care 1st serves patients
exclusively through contracts with Medi-Cal.

Mr. Yi reports that according to WattsHealth's officials, the
plan's 80,000 members would keep their coverage and should see
little change, they said.

WattsHealth's board of directors voted on Monday, Apr. 10, 2006,
to sell the HMO business in order to emerge from bankruptcy.  The
sale transaction will require approval from state regulators and
the U.S. Bankruptcy Court for the Central District of California.

Under the agreement, Care 1st will:

    * pay $30 million for the foundation's HMO contracts with
      members and providers, and

    * donate $500,000 to the foundation's charitable efforts.

Mr. Yi reports that Walter Gray, vice president of business
development of Care 1st, said that the purchase would allow Care
1st to grow and break into the Medicare and dental plans.

Mr. Gray further said that it hopes to hire most of the
foundations employees but there will be some layoffs, relates Mr.
Yi.

Mr. Yi reports that Gary Klausner, Esq., WattsHealth's bankruptcy
counsel, said the proceeds of the sale sale and the foundation's
existing assets, including cash reserves, would allow it to pay
creditors.

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  Richard K.
Diamond, Esq., at Danning, Gill, Diamond & Kollitz, LLP,
represents the Official Committee of Unsecured Creditors, and
Ronald F. Greenspan and Matthew Pakkala at FTI Consulting, Inc.,
serve as the Committee's financial advisors.  When the Debtor
filed for protection from its creditors, it estimated
assets and debts of $50 million to $100 million.


WEEKS LANDING: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Weeks Landing, LLC
        9167 Brendan Lake Court
        Bonita Springs, Florida 34135

Bankruptcy Case No.: 06-01721

Debtor affiliates filing separate chapter 11 petitions:

      Entity                               Case No.
      ------                               --------
      Shell Cove Marine Properties, LLC    06-01722
      Estero Commons, LLC                  06-01723
      131 Group, Inc.                      06-01724

Type of Business: Michele Pessin is the manager and sole
                  shareholder of the Debtor and its affiliates.

Chapter 11 Petition Date: April 14, 2006

Court: Middle District of Florida (Fort Myers)

Debtors' Counsel: Jordi Guso, Esq.
                  Berger Singerman, P.A.
                  200 South Biscayne Boulevard, Suite 1000
                  Miami, Florida 33131-5308
                  Tel: (305) 755-9500
                  Fax: (305) 714-4340

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

A. Weeks Landing, LLC's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
William Hickman                                        $250,000
9155 Brendan Lake Court
Bonita Springs, FL 34135

Bay Crossing Realty                                    $180,000
26251 South Tamiami Trail
Bonita Springs, FL 34134

Larry Warner                                           $137,400
791 12 Avenue South
Naples, FL 34102

Hans Wilson & Assoc., Inc.                             $137,400
1938 Hill Avenue
Fort Myers, FL 33901

Ron Classe                       Personal Loan          $74,000

P. Grady Minor & Assoc., P.A.                           $40,000

Marc Shapiro, Esq.               Attorney's Fees         $7,000

B. Shell Cove Marine Properties, LLC's Largest Unsecured
   Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
William Hickman                  Personal Loan          $10,000
9155 Brendan Lake Court
Bonita Springs, FL 34135

C. Estero Commons, LLC's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Larner Warner                    Professional           $60,000
761 12 Avenue South
Naples, FL 34102

D. 131 Group, Inc.'s 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Malcolm Turner                                         $727,000
Ceder Hammock
Naples, FL 34102

Cheffy - Pasadomo                Professional           $50,000
821 5th Avenue South             Services
Suite 201
Naples, FL 34102

Ron Classe                       Personal Loan          $35,000
27041 Driftwood Drive
Bonita Springs, FL 34135

Larry Warner                     Professional           $19,500
                                 Services

Richardson - Sellers, P.A.                                 $150


WINN-DIXIE: Miramar Outparcel Sold to Bankatlantic For $2.7 Mil.
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 1, 2006,
Winn-Dixie Stores, Inc., and its debtor-affiliates lease Store No.
250 located in a shopping center in Miramar, Florida.  Winn Dixie
Stories also own a piece of property adjacent to the Miramar
Store.  The Debtors have no development plans for the Miramar
Outparcel, D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, relates.

Through the marketing efforts of DJM Asset Management, Inc., the
Debtors received six offers for the Miramar Outparcel.  The
Debtors have determined that BankAtlantic's $2,575,000 offer is
the highest and best offer for the Miramar Outparcel.

The Debtors and BankAtlantic entered into a Purchase Agreement
dated Jan. 4, 2006, where the Debtors agreed to sell WD
Stores' fee simple title interest in the Miramar Outparcel, and
WD Stores' interest in all related appurtenances, rights,
easements, rights-of-way, tenement, and hereditaments to
BankAtlantic.

BankAtlantic has deposited an initial earnest money deposit of
$100,000 and a second deposit of $150,000 with an escrow agent.

The parties agree that the initial minimum overbid that may be
accepted by the Debtors at any auction must have a value of at
least $2,555,100.

The Debtors will be responsible for payment of the brokerage
commission due to BankAtlantic's broker, totaling $70,000, only
if the transaction is consummated at the date and time of
Closing.

Accordingly, the Debtors seek authority from the U.S. Bankruptcy
Court for the Middle District of Florida to sell WD Store's
interest in the Miramar Outparcel and all related assets, free and
clear of liens, claims, interests, and subject to higher or better
offers.

Mr. Baker notes that any sale of the Miramar Outparcel, including
the proposed sale to BankAtlantic, will include exclusive use
restrictions to assure that no entity may develop the property in
a way that competes with the Debtors' Miramar Store.

                              Update

No auction was conducted because the Debtors have not received
qualified competing bids for the property.  By agreement between
Bankatlantic and the Debtors, the purchase price for the Miramar
Outparcel increased by $200,000, making the new Purchase Price
$2,775,000.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Diversified Wants Assumption or Rejection of Contract
-----------------------------------------------------------------
Before Winn-Dixie Stores, Inc., and its debtor-affiliates filed
for bankruptcy, they entered into a contract with Diversified
Maintenance Systems, Inc., for floor care and janitorial services,
dated as of March 4, 2004.  Diversified agreed to clean all
flooring for the Debtors' facilities.  In return, the Debtors
agreed to compensate Diversified based on annual price per square
feet.

At that time, Diversified provided janitorial services for 431 of
the Debtors' facilities throughout Florida and Georgia.

Diversified and SBM of Davie, Inc., entered into a Subcontractor
General Agreement dated July 19, 2004, which required Diversified
to pay SBM for services rendered to the Debtors' facilities only
after the Debtors paid Diversified.

Dawn A. Carapella, Esq., at Trenam, Kemker, Scharf, Barkin, Frye,
O'Neill & Mullis, P.A., in Tampa, Florida, tells the Court that
Diversified is owed $946,000 in prepetition services provided to
the Debtors for services from January 23 through February 21,
2005.

As a result of the prepetition payment the Debtors owed
Diversified, SBM initiated a state court action against
Diversified for payments comprised in the prepetition services
rendered to the Debtors by Diversified, Ms. Carapella relates.

Diversified filed a notice of removal of the State Court Action
on January 9, 2006, thereby initiating an adversary proceeding.

Diversified has continued to do business with the Debtors.

Ms. Carapella notes that the Debtors have neither accepted nor
rejected the Diversified Janitorial Service Agreement and
accordingly, have not cured the prepetition arrears under the
agreement.

Ms. Carapella asserts that Diversified will suffer severe damage
beyond the compensation available under the Bankruptcy unless the
Debtors are compelled to assume or reject the Diversified
Janitorial Service Agreement.  Although Diversified's position is
that it is not required to pay SBM until the Debtors pay, it is
embroiled in litigation commenced by SBM for payment of the
prepetition amounts.

If the Debtors assume the Diversified Janitorial Service
Agreement and propose a prompt cure, then Diversied's litigation
will be resolved.

Ms. Carapella contends that Diversified should not be required to
shoulder the burden of litigation with SBM until at least the end
of May 2006 before it will know whether the Debtors will assume
the executory contract and cure the prepetition arrearages.

Accordingly, Diversified asks the Court to compel the Debtors to
assume or reject the Diversified Janitorial Service Agreement
without delay.

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


WINN-DIXIE: Stipulation Resolving HP Hood's Reclamation Claim
-------------------------------------------------------------
As reported in the Troubled Company Reporter on Oct. 24, 2005,
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to determine
the amount of the reclamation claims that have not been fully
reconciled and agreed by the vendors.

                   HP Hood's Reclamation Claim

The Debtors and HP Hood LLC have contemplated that an agreement
regarding the reconciliation treatment of HP Hood's reclamation
claim will reduce the likelihood of potential litigation.

HP Hood LLC's reclamation claims involve three divisions -- HP
Hood, Heluva Good, and Crowley.

To avoid unnecessary expenses and litigation, the parties
stipulate that:

   (a) The Reclamation/Trade Lien Stipulation has the effect of
       allowing non-duplicative Reclamation Claims from different
       divisions, subsidiaries, and affiliates of a legal entity
       and accordingly, the Reclamation Claim of HP Hood is
       comprised of the reclamation claims of its divisions.

       HP Hood's reclamation window for its Reclamation Demand
       is the 10-day period from Feb. 9 to 18, 2005;

   (b) HP Hood's Reclamation Claim with respect to the HP Hood
       division is allowed for $290,261.  The Allowed Reclamation
       Claims of the Crowley and Heluva Good divisions have
       already been determined, and HP Hood has already opted
       into the Reclamation/Trade Lien Program; and

   (c) Each party will bear its own expenses.

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).


XEROX CORP: DBRS Shifts Trend on BB Issuer Ratings to Positive
--------------------------------------------------------------
Dominion Bond Rating Service changed the trend on the Issuer
Rating of Xerox Corporation and Xerox Canada Inc., to Positive
from Stable.  The trend change recognizes the progress the Company
has made in strengthening its financial profile.

Trend Actions:

   * Xerox Canada Inc. -- Issuer Rating BB (high)
     Trend Changed to Positive

   * Xerox Corporation -- Issuer Rating BB (high)
      Trend Changed to Positive

DBRS notes that this progress has occurred as strong free cash
flow has enabled debt reduction and has resulted in improved
financial leverage and coverage metrics.  As at the end of
December 2005, Xerox was virtually debt free in the core business.

Structural subordination is diminishing for unsecured bondholders,
as outstanding secured debt declines and unencumbered assets
exceed unsecured debt.  Other positive developments augmenting
financial flexibility include the recent $700 million unsecured
debt issuance, and the recent replacement of the $1.0 billion
secured credit facility with a new $1.25 billion unsecured credit
facility.

Xerox has also been successful in translating flat revenues into
attractive overall earnings and cash flow growth, due to expense
reduction initiatives and lower financing costs.  Xerox's focused
research and development spending has enabled it to produce
advanced technology, with numerous recent product upgrades and
introductions.  The Company has placed considerable emphasis on
colour products, which presents an attractive opportunity going
forward, given that colour presently provides five times the
revenue and profit per page as does black and white.

However, the Company's improvement is tempered by the lack of
meaningful revenue growth in this mature and highly competitive
industry.  Xerox's main challenge is to maintain its momentum and
expand revenues through new product introductions by leveraging
its technological expertise.

Given that 71% of revenues are provided by the more stable post-
sale revenue sources, expansion of the installed base of equipment
is a critical success factor.  Post-sale revenues remain flat, but
are expected to increase modestly going forward. DBRS notes that
Xerox's rating is likely to be upgraded if it can overcome its
lack of revenue growth and maintain its momentum on strengthening
its financial profile.


YUKOS OIL: Chapter 15 Petition Summary
--------------------------------------
Petitioner: Eduard K. Rebgun
            Foreign Representative

Debtor: Yukos Oil Company
        aka Oao NK Yukos
        31A Dubininskaya Street
        Moscow, Russia

Case No.: 06-10775

Type of Business: The Debtor is an open joint stock company
                  existing under the laws of the Russian
                  Federation.  Yukos is involved in the energy
                  industry substantially through its ownership of
                  its various subsidiaries, which own or are
                  otherwise entitled to enjoy certain rights to
                  oil and gas production, refining and marketing
                  assets.  See http://yukos.com/

                  The Debtor previously filed for bankruptcy
                  protection on Dec. 14, 2004 (Bankr. S.D. Tex.
                  Case No. 04-47742), but the case was dismissed
                  on Feb. 24, 2005, by the Hon. Letitia Z. Clark.

                  A consortium of 14 bank lenders led by
                  Societe Generale SA, filed a new bankruptcy
                  suit in the Moscow Arbitration Court on
                  March 10, 2006, in an attempt to recover the
                  remainder of a US$1 billion debt under
                  outstanding loan agreements.

Chapter 15 Petition Date: April 13, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioner's Counsel: Howard Seife, Esq.
                      Chadbourne & Parke LLP
                      30 Rockefeller Plaza
                      New York, NY 10112
                      Tel: (212) 408-5100
                      Fax: (212) 541-5369

Total Assets: More than $100 Million

Total Debts:  More than $100 Million


* BOND PRICING: For the week of Apr. 10 - Apr. 14, 2006
-------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     2
Adelphia Comm.                        6.000%  02/15/06     2
Adelphia Comm.                        7.500%  01/15/04    57
Adelphia Comm.                        7.750%  01/15/09    60
Adelphia Comm.                        7.875%  05/01/09    57
Adelphia Comm.                        8.125%  07/15/03    60
Adelphia Comm.                        8.375%  02/01/08    59
Adelphia Comm.                        9.250%  10/01/02    60
Adelphia Comm.                        9.375%  11/15/09    62
Adelphia Comm.                        9.500%  02/15/04    64
Adelphia Comm.                        9.875%  03/01/05    57
Adelphia Comm.                        9.875%  03/01/07    60
Adelphia Comm.                       10.250%  06/15/11    63
Adelphia Comm.                       10.250%  11/01/06    60
Adelphia Comm.                       10.500%  07/15/04    62
Adelphia Comm.                       10.875%  10/01/10    60
Advanced Access                      10.750%  06/15/11    74
AHI-Dflt07/05                         8.625%  10/01/07    68
Allegiance Tel.                      11.750%  02/15/08    39
Allegiance Tel.                      12.875%  05/15/08    32
Amer & Forgn Pwr                      5.000%  03/01/30    69
Amer Color Graph                     10.000%  06/15/10    69
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
Ames Dept Stores                     10.000%  04/15/06     0
AMR Corp.                            10.290%  03/08/21    73
Antigenics                            5.250%  02/01/25    55
Anvil Knitwear                       10.875%  03/15/07    53
AP Holdings Inc                      11.250%  03/15/08    15
Archibald Candy                      10.000%  11/01/07     7
Armstrong World                       6.350%  08/15/03    74
Armstrong World                       6.500%  08/15/05    74
Armstrong World                       7.450%  05/15/29    74
Armstrong World                       9.000%  04/17/01    62
Armstrong World                       9.000%  06/15/04    72
Arvin Capital I                       9.500%  02/01/27    70
Asarco Inc.                           7.875%  04/15/13    75
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     4
ATA Holdings                         13.000%  02/01/09     1
Atlantic Coast                        6.000%  02/15/34    16
Atlas Air Inc                         8.010%  01/02/10    61
Autocam Corp.                        10.875%  06/15/14    68
Avado Brands Inc                     11.750%  06/15/09     1
Aviation Sales                        8.125%  02/15/08    44
Banctec Inc                           7.500%  06/01/08    75
Bank New England                      8.750%  04/01/99     7
BBN Corp                              6.000%  04/01/12     0
Big V Supermkts                      11.000%  02/15/04     0
Budget Group Inc.                     9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    55
CCH II/CCH II CP                     10.250%  01/15/10    60
Cell Therapeutic                      5.750%  06/15/08    48
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                      8.625%  04/01/09    72
Charter Comm Hld                      9.625%  11/15/09    72
Charter Comm Hld                     10.000%  04/01/09    73
Charter Comm Hld                     10.000%  05/15/11    56
Charter Comm Hld                     10.750%  10/01/09    75
Charter Comm Hld                     11.125%  01/15/11    58
Charter Comm Inc                      5.875%  11/16/09    70
Cherokee Int'l                        5.250%  11/01/08    70
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                   9.920%  04/01/14    54
CIH                                  10.000%  05/15/14    54
CIH                                  11.125%  01/15/14    55
Ciphergen                             4.500%  09/01/08    72
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    31
Comcast Corp.                         2.000%  10/15/29    41
Concentric Network                   12.750%  12/15/07     0
Coyne Intl Enter                     11.250%  06/01/08    72
CPNL-Dflt12/05                        4.750%  11/15/23    31
CPNL-Dflt12/05                        6.000%  09/30/14    26
CPNL-Dflt12/05                        7.625%  04/15/06    57
CPNL-Dflt12/05                        7.750%  04/15/09    59
CPNL-Dflt12/05                        7.750%  06/01/15    24
CPNL-Dflt12/05                        7.875%  04/01/08    59
CPNL-Dflt12/05                        8.500%  02/15/11    39
CPNL-Dflt12/05                        8.625%  08/15/10    40
CPNL-Dflt12/05                        8.750%  07/15/07    59
CPNL-Dflt12/05                       10.500%  05/15/06    60
Cray Inc.                             3.000%  12/01/24    72
Cray Research                         6.125%  02/01/11    32
Curagen Corp                          4.000%  02/15/11    72
Curative Health                      10.750%  05/01/11    61
Dal-Dflt09/05                         9.000%  05/15/16    24
Dana Corp                             5.850%  01/15/15    74
Dana Corp                             7.000%  03/01/29    75
Decorative Home                      13.000%  06/30/02     0
Decrane Aircraft                     12.000%  09/30/08    73
Delco Remy Intl                       9.375%  04/15/12    47
Delco Remy Intl                      11.000%  05/01/09    52
Delphi Auto Syst                      7.125%  05/01/29    63
Delphi Corp                           6.500%  08/15/13    65
Delphi Trust II                       6.197%  11/15/33    41
Delta Air Lines                       2.875%  02/18/24    25
Delta Air Lines                       7.541%  10/11/11    69
Delta Air Lines                       7.700%  12/15/05    23
Delta Air Lines                       7.900%  12/15/09    25
Delta Air Lines                       8.000%  06/03/23    26
Delta Air Lines                       8.187%  10/11/17    69
Delta Air Lines                       8.270%  09/23/07    70
Delta Air Lines                       8.300%  12/15/29    25
Delta Air Lines                       8.540%  01/02/07    33
Delta Air Lines                       8.540%  01/02/07    43
Delta Air Lines                       8.950%  01/12/12    70
Delta Air Lines                       9.200%  09/23/14    68
Delta Air Lines                       9.250%  03/15/22    24
Delta Air Lines                       9.300%  01/02/10    75
Delta Air Lines                       9.320%  01/02/09    54
Delta Air Lines                       9.375%  09/11/07    72
Delta Air Lines                       9.750%  05/15/21    23
Delta Air Lines                       9.875%  04/30/08    64
Delta Air Lines                      10.000%  05/17/10    71
Delta Air Lines                      10.000%  06/01/10    63
Delta Air Lines                      10.000%  06/01/11    46
Delta Air Lines                      10.000%  06/05/11    59
Delta Air Lines                      10.000%  06/05/13    59
Delta Air Lines                      10.000%  08/15/08    25
Delta Air Lines                      10.000%  12/05/14    46
Delta Air Lines                      10.060%  01/02/16    66
Delta Air Lines                      10.080%  06/16/07    59
Delta Air Lines                      10.125%  05/15/10    25
Delta Air Lines                      10.125%  06/16/09    61
Delta Air Lines                      10.125%  06/16/10    60
Delta Air Lines                      10.375%  02/01/11    24
Delta Air Lines                      10.375%  12/15/22    31
Delta Air Lines                      10.500%  04/30/16    75
Discovery Zone                       13.500%  08/01/02     0
Diva Systems                         12.625%  03/01/08     1
Dura Operating                        9.000%  05/01/09    49
Dura Operating                        9.000%  05/01/09    51
DVI Inc                               9.875%  02/01/04    11
Dyersburg Corp                        9.750%  09/01/07     0
Eagle Family Food                     8.750%  01/15/08    73
Eagle Food Centre                    11.000%  04/15/05     1
Eagle-Picher Inc                      9.750%  09/01/13    70
Encompass Service                    10.500%  05/01/09     0
Encysive Pharmacy                     2.500%  03/15/12    68
Encysive Pharmacy                     2.500%  03/15/12    68
Epix Medical Inc.                     3.000%  06/15/24    70
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.250%  07/01/08     0
Fedders North AM                      9.875%  03/01/14    66
Federal-Mogul Co.                     7.375%  01/15/06    43
Federal-Mogul Co.                     7.500%  01/15/09    43
Federal-Mogul Co.                     8.160%  03/06/03    37
Federal-Mogul Co.                     8.250%  03/03/05    44
Federal-Mogul Co.                     8.330%  11/15/01    37
Federal-Mogul Co.                     8.370%  11/15/01    37
Federal-Mogul Co.                     8.370%  11/15/01    38
Federal-Mogul Co.                     8.800%  04/15/07    43
Finova Group                          7.500%  11/15/09    34
FMXIQ-DFLT09/05                      13.500%  08/15/05    41
Foamex L.P.-DFLT                      9.875%  06/15/07    38
Ford Motor Co                         6.500%  08/01/18    67
Ford Motor Co                         6.625%  02/15/28    66
Ford Motor Co                         7.125%  11/15/25    68
Ford Motor Co                         7.400%  11/01/46    67
Ford Motor Co                         7.500%  08/01/26    67
Ford Motor Co                         7.700%  05/15/97    68
Ford Motor Co                         7.750%  06/15/43    69
Ford Motor Cred                       5.450%  04/20/11    73
Ford Motor Cred                       5.650%  01/21/14    73
Ford Motor Cred                       5.750%  01/21/14    73
Ford Motor Cred                       5.750%  02/20/14    71
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.900%  02/20/14    74
Ford Motor Cred                       6.000%  01/20/15    72
Ford Motor Cred                       6.000%  01/21/14    75
Ford Motor Cred                       6.000%  03/20/14    72
Ford Motor Cred                       6.000%  03/20/14    73
Ford Motor Cred                       6.000%  03/20/14    73
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  11/20/14    71
Ford Motor Cred                       6.000%  11/20/14    72
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.050%  02/20/14    75
Ford Motor Cred                       6.050%  02/20/15    70
Ford Motor Cred                       6.050%  03/20/14    74
Ford Motor Cred                       6.050%  04/21/14    73
Ford Motor Cred                       6.050%  12/22/14    70
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.100%  02/20/15    72
Ford Motor Cred                       6.150%  01/20/15    73
Ford Motor Cred                       6.150%  12/22/14    73
Ford Motor Cred                       6.200%  04/21/14    75
Ford Motor Cred                       6.250%  01/20/15    73
Ford Motor Cred                       6.250%  03/20/15    73
Ford Motor Cred                       6.300%  05/20/14    75
Ford Motor Cred                       6.300%  05/20/14    75
Ford Motor Cred                       6.350%  04/21/14    73
Ford Motor Cred                       6.500%  02/20/15    74
Ford Motor Cred                       7.500%  08/20/32    74
Gateway Inc.                          2.000%  12/31/11    71
General Motors                        7.125%  07/15/13    72
General Motors                        7.400%  09/01/25    64
General Motors                        7.700%  04/15/16    70
General Motors                        8.100%  06/15/24    66
General Motors                        8.250%  07/15/23    69
General Motors                        8.375%  07/15/33    71
General Motors                        8.800%  03/01/21    70
General Motors                        9.400%  07/15/21    72
Glenoit Corp                         11.000%  04/15/07     0
Global Health SC                     11.000%  05/01/08     2
GMAC                                  5.250%  01/15/14    73
GMAC                                  5.350%  01/15/14    74
GMAC                                  5.700%  10/15/13    75
GMAC                                  5.750%  01/15/14    74
GMAC                                  5.900%  01/15/19    71
GMAC                                  5.900%  01/15/19    72
GMAC                                  5.900%  02/15/19    71
GMAC                                  5.900%  10/15/19    71
GMAC                                  6.000%  02/15/19    72
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  04/15/19    72
GMAC                                  6.000%  09/15/19    72
GMAC                                  6.000%  09/15/19    72
GMAC                                  6.050%  08/15/19    70
GMAC                                  6.050%  08/15/19    73
GMAC                                  6.050%  10/15/19    72
GMAC                                  6.100%  09/15/19    70
GMAC                                  6.125%  10/15/19    74
GMAC                                  6.150%  08/15/19    72
GMAC                                  6.150%  09/15/19    72
GMAC                                  6.150%  10/15/19    72
GMAC                                  6.200%  04/15/19    73
GMAC                                  6.250%  01/15/19    73
GMAC                                  6.250%  04/15/19    71
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.250%  07/15/19    74
GMAC                                  6.250%  12/15/18    74
GMAC                                  6.300%  08/15/19    74
GMAC                                  6.300%  08/15/19    74
GMAC                                  6.350%  04/15/19    74
GMAC                                  6.350%  07/15/19    74
GMAC                                  6.350%  07/15/19    74
GMAC                                  6.400%  11/15/19    73
GMAC                                  6.400%  12/15/18    74
GMAC                                  6.500%  02/15/20    74
GMAC                                  6.500%  05/15/19    75
GMAC                                  6.500%  12/15/18    75
GMAC                                  6.650%  02/15/20    75
GMAC                                  6.700%  06/15/18    75
GMAC                                  7.000%  11/15/24    74
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    73
Graftech Int'l                        1.625%  01/15/24    73
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    74
Gulf States Stl                      13.500%  04/15/03     0
Horizon Fin Corp                     11.750%  05/08/09     0
Incyte Corp                           3.500%  02/15/11    74
Inland Fiber                          9.625%  11/15/07    60
Insight Health                        9.875%  11/01/11    54
Insilco Corp                         12.000%  08/15/07     0
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    22
Iridium LLC/CAP                      13.000%  07/15/05    26
Iridium LLC/CAP                      14.000%  07/15/05    26
Isolagen Inc.                         3.500%  11/01/24    57
JL French Auto                       11.500%  06/01/09     0
Jordan Industries                    10.375%  08/01/07    55
Kaiser Aluminum & Chem.               9.875%  02/15/02    51
Kaiser Aluminum & Chem.              10.875%  10/15/06    55
Kaiser Aluminum & Chem.              10.875%  10/15/06    56
Kaiser Aluminum & Chem.              12.750%  02/01/03     5
Kevco Inc                            10.375%  12/01/07     0
Key Plastics                         10.250%  03/15/07     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10    12
Kmart Corp.                           9.350%  01/02/20     7
Kmart Funding                         9.440%  07/01/18    70
Lehman Bros Hldg                     10.000%  10/30/13    73
Liberty Media                         3.250%  03/15/31    75
Liberty Media                         3.750%  02/15/30    57
Liberty Media                         4.000%  11/15/29    61
Lifecare Holding                      9.250%  08/15/13    62
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    64
Metricom Inc                         13.000%  02/15/10     0
Mosler Inc                           11.000%  04/15/03     0
Movie Gallery                        11.000%  05/01/12    48
MSX Int'l Inc.                       11.375%  01/15/08    69
Muzak LLC                             9.875%  03/15/09    60
Natl Steel Corp.                      8.375%  08/01/06     8
New Orl Grt N RR                      5.000%  07/01/32    69
New World Pasta                       9.250%  02/15/09     8
North Atl Trading                     9.250%  03/01/12    73
Northern Pacific RY                   3.000%  01/01/47    54
Northern Pacific RY                   3.000%  01/01/47    54
Northwest Airlines                    6.625%  05/15/23    43
Northwest Airlines                    7.039%  01/02/06     5
Northwest Airlines                    7.625%  11/15/23    43
Northwest Airlines                    7.875%  03/15/08    43
Northwest Airlines                    8.130%  02/01/14    68
Northwest Airlines                    8.700%  03/15/07    44
Northwest Airlines                    8.875%  06/01/06    43
Northwest Airlines                    8.970%  01/02/15    42
Northwest Airlines                    9.875%  03/15/07    44
Northwest Airlines                   10.000%  02/01/09    41
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc.                    10.750%  03/01/14    74
Nutritional Src.                     10.125%  08/01/09    65
NWA Trust                            11.300%  12/21/12    69
Oakwood Homes                         7.875%  03/01/04     8
Oakwood Homes                         8.125%  03/01/09    10
Oscient Pharm                         3.500%  04/15/11    75
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                      10.750%  06/01/08     1
Overstock.com                         3.750%  12/01/11    74
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    10
Piedmont Aviat                       10.250%  01/15/49     0
Pixelworks Inc.                       1.750%  05/15/24    69
Pliant-DFLT/06                       13.000%  06/01/10    46
Pliant-DFLT/06                       13.000%  06/01/10    48
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Pres Riverboat                       13.000%  09/15/01     5
Primedex Health                      11.500%  06/30/08    58
Primus Telecom                        3.750%  09/15/10    41
Primus Telecom                        8.000%  01/15/14    68
Primus Telecom                       12.750%  10/15/09    73
Read-Rite Corp.                       6.500%  09/01/04    14
Refco Finance                         9.000%  08/01/12    62
Reliance Group Holdings               9.000%  11/15/00    16
Reliance Group Holdings               9.750%  11/15/03     1
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    69
Safety-Kleen Crp                      9.250%  06/01/08     0
Salton Inc.                          12.250%  04/15/08    70
Silverleaf Res                        8.000%  04/01/10    35
Source Media Inc.                    12.000%  11/01/04     0
Spinnaker Inds                       10.750%  10/15/06     0
Steel Heddle                         10.625%  06/01/08     0
Steel Heddle                         13.750%  06/01/09     0
Sterling Chem                        11.250%  04/01/07     0
Summit Secs Inc                       9.500%  09/15/05     0
Tekni-Plex Inc.                      12.750%  06/15/10    68
Thermadyne Holdings                  12.500%  06/01/08     0
Toys R Us                             7.375%  10/15/18    73
Trans Mfg Oper                       11.250%  05/01/09    64
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    72
Trism Inc                            12.000%  02/15/05     1
Triton Pcs Inc.                       8.750%  11/15/11    71
Triton Pcs Inc.                       9.375%  02/01/11    70
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc                        10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    48
United Air Lines                      7.870%  01/30/19    55
United Air Lines                      9.350%  04/07/16    30
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.360%  11/13/12     5
Univ Health Svcs                      0.426%  06/23/20    57
US Air Inc.                          10.250%  01/15/49     0
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  01/15/49     1
US Air Inc.                          10.550%  01/15/49     1
US Air Inc.                          10.680%  06/27/08     1
US Air Inc.                          10.700%  01/01/49     8
US Air Inc.                          10.900%  01/01/49     3
US Air Inc.                          10.900%  01/01/49     6
Venture Hldgs                        12.000%  06/01/09     0
Wachovia Corp                        13.000%  02/01/07    65
Werner Holdings                      10.000%  11/15/07    29
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    70
Williams Commun                      10.875%  10/01/09     0
Winsloew Furniture                   12.750%  08/15/07    15
World Access Inc.                     4.500%  10/01/02     3
World Access Inc.                    13.250%  01/15/08     5

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

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.

                    *** End of Transmission ***