TCR_Public/060421.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, April 21, 2006, Vol. 10, No. 94

                             Headlines

ADELPHIA COMMS: ADcom Sues Media Services Unit for Contract Breach
AIRCAST HOLDING: Moody's Withdraws Ratings as DJ Deal Closes
ALLIED HOLDINGS: Gets Access to $5 Million Overadvance Facility
AMERICAN AIRLINES: Posts $92 Million Net Loss in First Quarter
APX HOLDINGS: Gets Interim DIP Financing & Cash Collateral Access

ARLINGTON HOSPITALITY: Has Sole Right to File Plan Until April 28
ARLINGTON HOSPITALITY: Asks Court to Disallow Secured Claims
ARTIFICIAL LIFE: Incurs $1.6 Million Net Loss for Fiscal Year 2005
ATA AIRLINES: Court OKs C8 Airlines' Amended Disclosure Statement
BALLY TOTAL: Sells Common Shares to Ramius Entities for $2.8 Mil.

BALLY TOTAL: Gets $2.8M Equity Placement from Wattles Entities
BIOGEN IDEC: Earns $161 Million of Net Income in Full-Year 2005
BROOKLYN HOSPITAL: U.S. Trustee Balks at Proposed KERP
CABCO TRUST: S&P Upgrades Certificate Rating to BBB- from BB+
CALPINE CORP: Completes Sale of 45% Interest in Mexico Power Plant

CATHOLIC CHURCH: Portland Says Tort Panel's Plan is Insufficient
CATHOLIC CHURCH: Claimants Balk at Portland's Disclosure Statement
CHEMTURA CORP: Moody's Places Ba1 Rating on $400 Million Notes
CHEMTURA CORP: S&P Assigns BB+ Debt Rating to $400 Million Notes
CHOCTAW RESORT: S&P Affirms BB Rating & Revises Outlook to Pos.

CINRAM INT'L: S&P May Downgrade Corporate Credit Rating to BB-
CMP KC: S&P Rates Planned $98.4 Million Credit Facilities at CCC+
CMP SUSQUEHANNA: S&P Rates Proposed $275 Million Sub. Notes at CCC
COLLINS & AIKMAN: Taps Lathrop & Gage as Special Counsel
COLLINS & AIKMAN: SEC Has Until May 15 to File Claims

COLLINS & AIKMAN: Amends New Headquarters Leases
CROWN HOLDINGS: Balance Sheet Upside-Down by $213MM at March 31
CURATIVE HEALTH: Ernst & Young Raises Going Concern Doubt
DANA CORP: Amends DIP Financing Pact, Extends Payment Deadline
DANA CORP: Gets Final Court Approval to Hire Jones Day as Counsel

DANA CORP: Gets Final Okay to Hire Pachulski as Conflicts Counsel
DELTA AIR: Amends Credit Facilities with General Electric Capital
DELTA AIR: Allegheny Airport Authority Concedes to Lease Rejection
DENBURY RESOURCES: Plans to Sell $125 Million of Common Stock
DIVERSIFAX INC: Pender Newkirk Raises Going-Concern Doubt

DYNEGY INC: Completes New $670 Million Revolving and Term Facility
FEDERAL-MOGUL: March 31 Balance Sheet Upside-Down by $2 Billion
FORD MOTOR: Proposed Plant Closures to Cost $2.4 Billion
FUNCTIONAL RESTORATION: Taps Xroads as Financial Advisor
GENERAL MOTORS: First Quarter Sales Rise 4.4%

GT BRANDS: Files Disclosure Statement & Liquidation Plan
HARRY FERRYMAN: Case Summary & 5 Largest Unsecured Creditors
HEXION SPECIALTY: Raising $86M in Stock Offering to Pay Off Debts
IDI GLOBAL: Files for Chapter 11 Reorganization
IFCO SYSTEMS: 1/3 of Workforce Apprehended & 7 Managers Indicted

INTEGRATED HEALTH: IRS Wants More Time to File Amended Claim
INTELSAT LTD: Incurs $325.3 Million Net Loss in 2005
KAISER ALUMINUM: Dist. Court Sets Confirmation Hearing for May 11
LEAR CORP: S&P Affirms Proposed $1 Billion Term Loan's B+ Rating
LEVITZ HOME: Rejects Eight Store Leases

LEVITZ HOME: Birchfield Responds to Landlord's Lease Objection
LEVITZ HOME: Can Terminate and Reject Jennifer Sublease
LINN ENERGY: Delayed 10-K Filing Prompts Nasdaq Delisting Notice
LONDON FOG: Court Okays Avalon Group as Financial Advisor
LONGVIEW FIBRE: Board Says Obsidian Undervalues Timber Assets

LONGVIEW FIBRE: S&P Holds BB Corp. Credit Rating on Negative Watch
LORBER INDUSTRIES: Wants to Hire Fineman West as Accountants
MAGSTAR TECH: Equity Deficit Prompts Auditor's Going Concern Doubt
MARSH SUPERMARKETS: S&P Holds CCC Sub. Debt Rating on CreditWatch
MASTEC INC: Settles $10 Million Claims in Securities Litigation

MESABA AVIATION: MAIR Won't Renew DIP Financing Commitment
MESABA AVIATION: Court OKs Mercer's Retention as Consultant
NANOBAC PHARMACEUTICALS: Aidman Piser Raises Going Concern Doubt
NOMURA ASSET: Moody's Places Low-B Ratings on Two Cert. Classes
NORCRAFT HOLDINGS: S&P Rates $60 Million Credit Facility at BB

O'SULLIVAN INDUSTRIES: Appoints Russ Steinhorst as CFO
ONEIDA LTD: Court Okays Shearman & Sterling as Bankruptcy Counsel
ONEIDA LTD: Court Okays Kurtzman's Retention as Claims Agent
OWENS CORNING: Wants to Expand Scope of Ernst & Young's Employment
PACIFIC BIOMETRICS: Private Placement Proceeds Total $4.3 Million

PARMALAT GROUP: Citibank Can Sue Parmalat Paraguay S.A.
PILLOWTEX CORP: Wants to Settle Dispute Over Duke's $1.5MM Claims
PLIANT: Creditors Panel Wants Bonus Plan Documents & Buck Report
PLIANT CORP: Wants Until August 1 to Remove State Court Actions
PREMIER ENT: S&P Puts CCC Corp. Credit Rating on Watch

QUEEN'S SEAPORT: Howard Ehrenberg Appointed as Chapter 11 Trustee
REFCO INC: Chap. 7 Trustee Wants Stay Modified to Liquidate Claims
REFCO INC: Refco LLC Trustee Wants Expenses Paid Before Conversion
RHODES INC: Files Third Amended Joint Liquidation Plan in Georgia
ROTECH HEALTHCARE: Annual Stockholders' Meeting Slated for June 30

RUSSELL CORP: S&P Puts B+ Corp. Credit Rating on Positive Watch
SAXON CAPITAL: S&P Assigns B Rating to Senior Unsecured Debt
SEALY CORP: Raising $294.2MM in IPO; 28MM Common Shares For Sale
SND ELECTRONICS: Wants to Sell Assets to AstonTec for $710,000
SOUTHERN UNION: Asks Shareholders to OK Restructuring & Asset Sale

SYSTEMS MANAGEMENT: Malone & Bailey Expresses Going Concern Doubt
TECO AFFILIATES: Court Closes Chapter 11 Cases
TENET HEALTHCARE: To Sell $16MM Gulf Coast Medical Center to HMA
TEXAS PETROCHEMICALS: Moody's Rates $280 Million Term Loan at Ba3
TITANIUM METALS: Company's Request Prompts S&P to Withdraw Ratings

UAL CORP: Battles with Argenbright Over Prepetition Obligations
US AIRWAYS: Adopts Incentive Compensation Plan Targets for 2006
VARIG S.A.: Reaches $400 Mil. Purchase Pact with Varig Logistica
VILLAGES AT SARATOGA: Court Approves Amended Disclosure Statement
VIOQUEST PHARMACEUTICALS: Auditor Expresses Going Concern Doubt

VIRGIN MOBILE: Moody's May Downgrade Ratings After Loan Default
WESTPOINT STEVENS: Court Delays Case Dismissal Hearing to April 25
WESTPOINT STEVENS: 2nd Cir. Nixes Aretex Parties' Mandamus Request
WINDOW ROCK: Court Approves Winthrop Couchot as Insolvency Counsel
WINDOW ROCK: Taps MacPherson Kwok as Intellectual Property Counsel

WORLDCOM INC: Hansen Corporation Moves for Summary Judgment
WORLDCOM INC: Inks Pact Settling U.S. Telepacific's Claims
XM SATELLITE: S&P Rates Planned $600 Mil. Sr. Unsec. Notes at CCC

* BOOK REVIEW: The Logic and Limits of Bankruptcy Law

                             *********

ADELPHIA COMMS: ADcom Sues Media Services Unit for Contract Breach
------------------------------------------------------------------
ADcom Information Services, Inc., and ACC Operations, Inc., doing
business as Adelphia Media Services, were parties to a Service
and License Agreement dated August 6, 2001.  ADcom was
required to install, maintain and analyze household meters in and
around Cleveland, Ohio, to provide Adelphia Media with Viewership
Information, including but not limited to local cable ratings.

ADcom's Viewership Information enabled Adelphia Media to present
prospective advertisers with cable statistics specific to the
cable advertising it sought to sell, Heather Windt, Esq., at
Friedman Kaplan Seiler & Adelman LLP, in New York, relates.

Adelphia intended to use Adcom's Viewership Information in
connection with its advertising sales not only on behalf of its
own systems, but on behalf of other Cleveland cable systems as
well.  Those cable systems included AT&T, Cox Media,
Erie/Buckeye, Wooster and Massillon.  Adelphia also represented
that it was in negotiations to acquire the right to sell
advertising on behalf of Time Warner cable system in Akron, Ohio.

Ms. Windt notes that this group of cable systems, which was
referred to as the "Interconnect," enable advertisers to
negotiate with and purchase regional cable advertising from a
single source -- Adelphia.

Shortly after the Parties executed the Agreement, Adelphia Media
filed for bankruptcy.  In connection with its bankruptcy
proceedings, Adelphia Media persuaded ADcom to modify their
Initial Agreement under which ADcom was entitled to a flat
license fee.

Ms. Windt relates that under the new agreement, ADcom's
compensation would be contingent on Adelphia Media's sale of
advertising.  This means that ADcom would only be entitled to
certain payments if Adelphia Media achieved specified advertising
revenue benchmarks.  ADcom agreed to the agreement with
confidence.

Subsequently, Adelphia Media announced that it had surrendered
its right to sell advertising on behalf of other cable systems in
the Cleveland advertising market.  Adelphia Media also announced
that it would turn over many of its own sales rights to Time
Warner Cable, Inc.  Thus, Time Warner became responsible in large
part for selling advertising on behalf of Adelphia Media and the
other Cleveland cable systems.

Adelphia Media admitted that its inability to sell advertising
would make the achievement of the advertising revenue benchmarks
impossible.

Ms. Windt tells the Court that Adelphia Media refused to pay
ADcom's invoice in full.  ADcom has not been compensated for the
system it dutifully installed for Adelphia Media at a cost of
over $10,000,000.

ADCom asserts four causes of action against Adelphia Media:

   1. Breach of contract

      Adelphia's failure to sell advertising on behalf of the
      Interconnect is a material breach of Adelphia's obligations
      under the terms of the Amended Agreement, including
      Adelphia's obligation of good faith and fair dealing.

   2. Promissory estoppel

      Ms. Windt asserts that Adelphia made unambiguous
      representations and promises to ADcom that it intended to
      sell advertising on behalf of the Interconnect.

   3. Breach of fiduciary duty

      Adelphia and ADcom were joint-venturers.  Adelphia was an
      equity participant in ADcom and its representatives were
      entitled to attend ADcom board meeting and review board
      materials.  Thus, Adelphia owed fiduciary obligations of
      care and loyalty to ADcom, Ms. Windt relates.

      Adelphia breached its fiduciary obligations by acting
      intentionally, recklessly or with gross negligence in
      representing to ADcom that it intended to sell advertising
      on behalf of the Interconnect and later awarding sales
      rights Adelphia had for other cable systems in Cleveland
      and many of its own sales rights to Time Warner, Ms. Windt
      tells the Court.

   4. Unjust enrichment/constructive trust

      Through Adelphia's sale of its right to sell advertising on
      behalf of the Interconnect, (a) Adelphia has been unjustly
      enriched, and ADcom has suffered a detriment, and (b)
      Adelphia holds illegal profits as a constructive trustee
      for the benefit of ADcom.

      AdCom is entitled to imposition of a constructive trust
      upon Adelphia's assets wherever those illegal profits
      may be traced.

Accordingly, ADcom asks the Court to:

   a. on the first to third causes of action, award it actual
      damages plus interest;

   b. on the first cause of action, award it consequential
      damages;

   c. on the third cause of action, award damages together with
      punitive damages;

   d. declare that Adelphia Media hold in trust, as constructive
      trustees for the benefit of ADcom, illegal profits obtained
      from the sale of its right to sell advertising;

   e. declare that any amounts acclaimed in the adversary
      proceeding are entitled to allowance and payment as an
      administrative expense pursuant to Section 503(b)(1)(A) of
      the Bankruptcy Code; and

   f. award its reasonable attorney's fees, costs and
      disbursements of its action.

                      Adelphia Media Responds

According to Adelphia Media, at the time the Service and License
Agreement was signed, it informed ADcom that it was in
negotiations to form an interconnect with a number of other cable
and that the interconnect, not Adelphia Media, would sell
advertising on behalf of Interconnect members.

Michael S. Doluisio, Esq., at Dechert LLP, in Philadelphia,
Pennsylvania, asserts that:

   a. ADcom's claims are barred because Adelphia Media did not
      breach any obligation under the Service and License
      Agreement or the Amendment;

   b. ADcom's claims are barred by the terms of the Service and
      License Agreement and the Amendment;

   c. ADcom cannot recover some or all of the damages alleged in
      the Complaint pursuant to the Service and License Agreement
      and incorporated into the Amendment;

   d. ADcom's claims are barred because ADcom materially breached
      the Service and License Agreement and the Amendment;

   e. ADcom's claims are barred because any damages suffered by
      ADcom were not proximately caused by Adelphia Media's
      conduct;

   f. ADcom's claims are barred because Adelphia Media has made
      payment consistent with the Service and License Agreement
      and the Amendment;

   g. ADcom's claims are barred by the statute of frauds;

   h. ADcom's unjust enrichment claim is barred because there is
      a written, express contract which governs the parties'
      relationship;

   i. ADcom's unjust enrichment claim is barred because there was
      no sale of the Interconnect, and if there was a sale, any
      enrichment was not unjust;

   j. ADcom's unjust enrichment claim is barred because any
      alleged enrichment by Adelphia Media was not at the expense
      of ADcom.

Accordingly, Adelphia Media asks the Court to enter a judgment
against ADcom and in its favor, and award it reasonable
attorneys' fees and costs.

                  About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corporation --
http://www.adelphia.com/-- is the fifth-largest cable television
company in the country.  Adelphia serves customers in 30 states
and Puerto Rico, and offers analog and digital video services,
high-speed Internet access and other advanced services over its
broadband networks.  The Company and its more than 200 affiliates
filed for Chapter 11 protection in the Southern District of New
York on June 25, 2002.  Those cases are jointly administered under
case number 02-41729.  Willkie Farr & Gallagher represents the
ACOM Debtors.  Kasowitz, Benson, Torres & Friedman, LLP, and Klee,
Tuchin, Bogdanoff & Stern LLP represent the Official Committee of
Unsecured Creditors. (Adelphia Bankruptcy News, Issue No. 125;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIRCAST HOLDING: Moody's Withdraws Ratings as DJ Deal Closes
------------------------------------------------------------
Moody's Investors Service withdrew all ratings for Aircast Holding
Company LLC for business reasons.  On April 7, 2006, dj
Orthopedics announced that it closed its acquisition of Aircast,
which had been first announced on Feb. 27, 2006.  dj Orthopedics
acquired Aircast from its shareholders, including majority owner
Tailwind Capital, for approximately $290 million in cash. Pursuant
to the transaction, a portion of the purchase price was used to
repay all of Aircast's senior secured bank debt.

Outlook Actions:

   Issuer: Aircast Holding Company LLC

   * Outlook, Changed To Rating Withdrawn From Stable

Withdrawals:

   Issuer: Aircast Holding Company LLC

   * Corporate Family Rating, Withdrawn, previously rated B2

   * Speculative Grade Liquidity Rating, Withdrawn, previously
     rated SGL-3

   * Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B3

Based in Summit, New Jersey, Aircast is a manufacturer and
distributor of ankle braces, walkers, compression products and
vascular systems.


ALLIED HOLDINGS: Gets Access to $5 Million Overadvance Facility
---------------------------------------------------------------
Allied Holdings, Inc. (Pink Sheets: AHIZQ.PK) entered into an
amendment to its debtor-in-possession credit facility with GE
Commercial Finance, Morgan Stanley Senior Funding, Inc., GE
Capital Markets Group, Inc., and the other lenders.

                      Terms of the Amendment

The amendment, which was made effective as of April 18, 2006,
provides for the creation of an overadvance facility under the
Term B Loan under the DIP Facility pursuant to which up to an
additional $5 million may be advanced to the Company at the
discretion of Morgan Stanley Senior Funding, Inc., as the Term B
agent.

The maturity date for the overadvance facility is May 18, 2006,
provided, however, that the maturity date may be extended for a
period of up to an additional thirty days in the sole discretion
of the Term B Agent if certain conditions are met by the Company,
including filing with and approval by the U.S. Bankruptcy Court
for the Northern District of Georgia of an emergency motion for a
10% reduction in the wages and benefits payable to the Company's
employees covered by its collective bargaining agreement with the
International Brotherhood of Teamsters.

The Company filed the emergency motion on April 13, 2006 and it is
currently pending before the court with a hearing on the motion
set for April 26.

The overadvance facility bears interest at a rate equal to one-
month LIBOR plus 9.5%, however, as a result of the Company's
previously reported financial covenant defaults under the DIP
Facility, the Company has agreed to pay a default rate of interest
on all loans under the DIP Facility, including the new overadvance
facility.  The default rate of interest is 2% over the otherwise
applicable rates.

The amendment provides that if the Company is successful in
receiving commitments for additional funds to be provided to the
Company by June 15, 2006, in an amount not less than $20 million,
the default interest rates will no longer be paid as long as there
are no additional events of default under the DIP Facility.

The amendment also provides for a prepayment penalty in the event
that the Company prepays any or all of the term loans under the
DIP Facility, including the overadvance facility, unless such
prepayment results from a refinancing provided by the Term B
Agent.  The prepayment penalty is equal to 1% of the principal
amount of the loans being prepaid.

In addition, the amendment to the DIP Facility revises, for the
applicable periods ending March 31, 2006, April 30, 2006 and
May 31, 2006, only, certain financial covenants relating to:

     * maximum capital expenditures,
     * the minimum fixed charge coverage ratio,
     * minimum EBITDA and maximum leverage ratio;

however, the changes to these covenants do not affect the
Company's prior covenant defaults that are subject to the
Forbearance Agreement with the lenders dated March 9, 2006, and
extended on April 3, 2006.

The amendment to the DIP Facility further extends the applicable
forbearance period from April 18, 2006, to the maturity date of
the overadvance.

                      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.


AMERICAN AIRLINES: Posts $92 Million Net Loss in First Quarter
--------------------------------------------------------------
AMR Corporation (NYSE: AMR - News), the parent company of American
Airlines, Inc., reported a net loss of $92 million in the first
quarter of 2006, as compared to a net loss of $162 million in the
first quarter of 2005.  First quarter 2005 results included a
benefit of $69 million related to certain excise tax refunds.

"A loss of any size is never satisfactory," said AMR Chairman and
CEO Gerard Arpey, "but it is somewhat gratifying to have improved
our first quarter results by $139 million year over year excluding
last year's excise tax refunds, despite the Company paying $349
million more for fuel because of higher fuel prices during the
first quarter of 2006 versus the same period last year."  Arpey
also pointed out that the Company achieved a first quarter
operating profit of $115 million, and had positive operating cash
flow for the period.

For the quarter, American's passenger revenue per available seat
mile was up 10.8% year over year.  American's load factor - or
percentage of seats filled -- for the first quarter was 77.2%, up
1.8 points over the first quarter of 2005, while yield,
representing average fares, was up 8.2%.  Overall, AMR's revenue
from all sources -- passenger, cargo and other categories - grew
in the first quarter by $594 million, or 12.5%, year over year.

"Thanks to the hard work of our people and the changes we have
made, we are creating new streams of revenue and are bringing
additional customers into the network.  These efforts are driving
unit revenues to near 2000 levels," Arpey said.  "Unfortunately,
the price of fuel has increased by more than 143% since then,
adding $3.6 billion to our annual cost structure.  Even with
strong demand for air travel, we have been able to pass only a
very small portion of that increase on to our customers."  On a
year over year basis, American's mainline cost per available seat
mile was up by 10.3%.  Excluding fuel, mainline unit costs
increased 2.9% versus the first quarter of last year.

Under the tenets of its Turnaround Plan and working
collaboratively with its employees and unions, American continues
to focus sharply on numerous cost savings initiatives as it works
to achieve sustained profitability.  One such step is a flattening
of the summer peak schedule that allows the airline to reduce the
extra resources that it carries year-round to support the summer
peak.  As a result, American is placing 27 of its MD80 aircraft
into temporary storage in phases by July 1, 2006, to improve the
overall efficiency of its operations.

In an initiative to reduce distribution costs, American at the end
of March successfully renegotiated its agreement with Worldspan, a
global distribution system that enables an airline to display its
products over an extensive network of travel agencies.  The new
arrangement provides American with substantially lower costs and
greater flexibility in continuing to adopt new cost-effective
technologies as they become available.  American is in discussions
with some of the other GDSs as well.

Despite the continuing challenges of a very difficult industry,
Arpey said he is pleased with the airline's progress to date, and
expects a very robust summer.  "It looks like another very busy
summer for our industry," he said.  "Our planes should be full,
which among other things means we have a golden opportunity - if
we stay focused on running a good airline, controlling costs, and
giving our customers what they truly value -- to build on the
momentum reflected in the financial results we are reporting
today."

Arpey pointed out that as of April 14, AMR had contributed $120
million to its various defined benefit plans this year.

AMR ended the quarter with $4.8 billion in cash and short-term
investments, including a restricted balance of $510 million.

                      About American Airlines

American Airlines is the world's largest airline.  American,
American Eagle and the AmericanConnection regional airlines serve
more than 250 cities in over 40 countries with more than 3,800
daily flights. The combined network fleet numbers more than 1,000
aircraft.  American's Web site -- http://www.AA.com/-- provides
users with easy access to check and book fares, plus personalized
news, information and travel offers.  American Airlines is a
founding member of the oneworld Alliance, which brings together
some of the best and biggest names in the airline business,
enabling them to offer their customers more services and benefits
than any airline can provide on its own.  Together, its members
serve more than 600 destinations in over 135 countries and
territories.  American Airlines, Inc. and American Eagle are
subsidiaries of AMR Corporation (NYSE: AMR).

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investors Service affirmed all debt ratings of AMR Corp.,
and its primary subsidiary American Airlines, Inc. - corporate
family rating at B3 -- as well as all tranches of the Enhanced
Equipment Trust Certificates supported by payments from American
and the SGL-2 Speculative Grade Liquidity Rating.

The outlook was changed to stable from negative.  The stable
outlook reflects Moody's expectation of steadily improving
operating and financial performance during 2006 resulting
primarily from yield-driven revenue growth while maintaining
control of the growth of unit costs.  The company should generate
sufficient cash from operations to meet scheduled debt maturities
as well as planned capital spending without adding additional
debt.

As reported in the Troubled Company Reporter on Nov. 2, 2005,
Standard & Poor's Ratings Services assigned its 'B-' rating to
$800 million of New York City Industrial Development Agency
special facility revenue bonds, series 2005 - American Airlines
Inc., John F. Kennedy International Airport Project, which mature
at various dates.  At the same time, the ratings on existing
series 2002 bonds were raised to 'B-' from 'CCC', reflecting
changes in the security arrangements that apply to those bonds.
Both series of bonds will be serviced by payments made by AMR
Corp. unit American Airlines Inc. under a lease between the
airline and the agency.


APX HOLDINGS: Gets Interim DIP Financing & Cash Collateral Access
-----------------------------------------------------------------
APX Holdings, LLC, and its debtor-affiliates sought and obtained
permission, on an interim basis, from the United States Bankruptcy
Court for the Central District of California, to borrow funds from
Fleet Capital Corp., through its assignee The Bank of America,
N.A., to finance the liquidation of its business.

The Court allowed BofA to provide revolving loans to the Debtors
pursuant to their two-week budget with respect to:

   a) payroll, retention, health, legal, and employee expenses
      including accrued wages, taxes, sales commission and
      vacation expenses to the extent incurred irrespective of
      default or expiration;

   b) all other expense items, provided the amounts incurred have
      prior approval from the Lender or its consultant The
      Recovery Group, Inc.; and

   c) the Veterans Administration Expense Itemization not
      exceeding $8,000,000 irrespective of event of default or
      expiration date.

A copy of the Debtors' two-week budget is available for free at:

            http://researcharchives.com/t/s?7f3

In case of duplication of the expense items, the Court ruled that
the items will be deemed to appear solely in the VA Expense
Itemization and will reduce BofA's obligation to fund the
Liquidation Expense Itemization.

BofA is further authorized to make additional loans to the
Debtors, provided that the total variance above the Budget will
not exceed 10% in the aggregate.

As adequate protection, the Debtors grant BofA liens in all of
their assets, subject to a carve-out to allow for payment of:

   a) the United States Trustee's statutory fees and any unpaid
      fees owing to the Clerk of Court;

   b) the fees and expenses of the Debtors' professionals not
      exceeding $100,000, exclusive of prepetition retainers
      incurred after an event of default;

   c) the professional fees and expenses of the Official
      Committee of Unsecured Creditors not exceeding $25,000; and

   d) in the event of a chapter 7 conversion, up to $25,000 of
      fees and expenses incurred by the Chapter 7 trustee and its
      professionals.

Headquartered in Santa Fe Springs, California, APX Holdings LLC
-- http://www.shipapx.com/-- provides small parcel and freight
delivery services to high volume commercial customers.  The Debtor
and eight of its affiliates filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. C.D. Calif. Case No. 06-10875).  Martin R.
Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than $100 million.


ARLINGTON HOSPITALITY: Has Sole Right to File Plan Until April 28
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Illinois
extended, until April 28, 2006, Arlington Hospitality, Inc., and
its debtor-affiliates' exclusive period to file a chapter 11 plan.
The Bankruptcy Court also gave the Debtors until June 29, 2006, to
solicit acceptances of their reorganization plan.

As reported in the Troubled Company Reporter on March 14, 2006,
the Debtors asked the Bankruptcy Court to extend their exclusive
plan filing and solicitation periods to gain more time to resolve
claims issues and streamline the plan formulation process.

The Debtors also informed the Bankruptcy Court that:

     -- they are in discussions with various constituents in their
        chapter 11 cases, including the Official Committee of
        Unsecured Creditors, about formulating a plan of
        liquidation that would benefit the estates' creditors.

     -- they are exploring issues on valuation and allocation to
        determine whether and to what extent substantive
        consolidation among various related debtor entities is
        warranted.

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  David W. Wirt, Esq., at Winston & Strawn, represents the
Official Committee of Unsecured Creditors.  As of March 31, 2005,
Arlington Hospitality reported $99 million in total assets and
$94 million in total debts.


ARLINGTON HOSPITALITY: Asks Court to Disallow Secured Claims
------------------------------------------------------------
Arlington Hospitality, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, to disallow several claims filed by various
secured lenders.

Catherine Steege, Esq., at Jenner & Block LLP, tells the
Bankruptcy Court that Sunburst Hotel Holdings, Inc., assumed the
mortgage debt they owed to First Security Bank, The Citizens Bank
of Logan and certain other secured creditors after Sunburst
purchased substantially all of the Debtors' assets.

The Debtors want the Bankruptcy Court to disallow these claims
because Sunburst has assumed them:

    -- Citizens Bank's $1.19 million claim;
    -- First Security's $1.31 million claim;
    -- PMC Capital, LP 1999-1's $1.5 million claim;
    -- PMC Joint Venture, LP's $1.4 million claim;
    -- DCR Mortgage III Sub 1's $1 million claim; and
    -- LNR Partners, Inc./Wachovia Securities' $2.2 million claim

The Debtors also ask the Bankruptcy Court for permission to pay
First Security $2,170, and Citizens Bank $8,280 for attorneys fees
and expenses associated with their mortgages.

The Debtors further ask the Court to disallow PMC Commercial
Trust's aggregate $3.2 million claim since its claims have been
satisfied in full by the Debtors delivery of a deed for the
properties securing the claims.

In addition, the Debtors want the Bankruptcy Court to reduce
General Electric Commercial Finance Business Property Corp.'s $3.7
million secured claim to approximately $1.6 million since Sunburst
has paid GECC $2 million.

The Hon. A. Benjamin Goldgar will convene a hearing at 9:00 a.m.
on May 1, 2006, to consider the Debtors' request.

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  David W. Wirt, Esq., at Winston & Strawn, represents the
Official Committee of Unsecured Creditors.  As of March 31, 2005,
Arlington Hospitality reported $99 million in total assets and
$94 million in total debts.


ARTIFICIAL LIFE: Incurs $1.6 Million Net Loss for Fiscal Year 2005
------------------------------------------------------------------
Artificial Life, Inc., filed its financial results on Form 10-KSB
for the fiscal quarter ended Dec. 31, 2006, with the Securities
and Exchange Commission on March 31, 2006.

For the year ended Dec. 31, 2005, the company reported a net loss
of $1,684,449 on $266,757 of net revenues compared to a $945,000
net loss on $262,026 of net revenues for the same period in 2004.

The Company has experienced difficulty and uncertainty in meeting
its liquidity needs in the past.  Management continues to pursue
short-term borrowings and direct share placement opportunities to
meet potential future liquidity shortfalls.

At Dec. 31, 2005, short-term loans amounted to $88,000 and funds
raised from issuance of shares in 2005 amounted to $1,328,640.

In February 2006, the Company sold 3,090,681 shares of common
stock in connection with 5 private placements.  The total proceeds
to the company were $1,999,900.

In March 2006, the Company issued 166,000 shares of common stock
for $69,720 upon exercise of an option and a warrant issued in
November 2001.  The Company's CEO has agreed to postpone his claim
for a total sum of $529,481 owed to him by the Company at Dec. 31,
2005.

A full-text copy of Artificial Life's Annual Report ended Dec. 31,
2006, is available for free at http://researcharchives.com/t/s?811

Artificial Life, Inc. -- http://www.artificial-life.com/-- is a
public US corporation headquartered in Hong Kong and a leading
global provider of award winning mobile technology, content, games
and applications.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $523,489 and total debts of $3,185,105 resulting to a
stockholders' deficit of $2,661,616.  At Dec. 31, 2005, the
company had a working capital deficit of $2,740,923.


ATA AIRLINES: Court OKs C8 Airlines' Amended Disclosure Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
approved the disclosure statement explaining the First Amended
Plan of Liquidation of C8 Airlines, Inc., in all respects, on
April 18, 2006.

Judge Lorch rules that C8's First Amended Disclosure Statement
contains "adequate information" as defined in Section 1125 of the
Bankruptcy Code to enable holders of claims or interests of the
relevant class to make an informed judgment about the Plan.

As reported in the Troubled Company Reporter on Apr. 10, 2006,
C8 Airlines, Inc., formerly known as Chicago Express Airlines,
Inc., delivered its First Amended Plan of Liquidation and
accompanying Disclosure Statement to the U.S. Bankruptcy Court for
the Southern District of Indiana.

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

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

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

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

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 52; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


BALLY TOTAL: Sells Common Shares to Ramius Entities for $2.8 Mil.
-----------------------------------------------------------------
Bally Total Fitness Holding Corporation sold 400,000 shares of
its common stock to these Ramius Entities for $2.8 million at
$7 per share:

     Ramius Capital Group, L.L.C.
     666 Third Avenue, 26th Floor
     New York, NY 10017

     Starboard Value and Opportunity Master Fund Ltd.
     c/o Ramius Capital Group, L.L.C.
     Citizenship: Cayman Islands

     RCG Ambrose Master Fund, Ltd.
     c/o Ramius Capital Group, L.L.C.
     Citizenship: Cayman Islands

     RCG Halifax Fund, Ltd.
     Citizenship: Cayman Islands

     Ramius Master Fund, Ltd.
     Citizenship: Cayman Islands

     Ramius Securities, L.L.C.
     Citizenship: Delaware

     Admiral Advisors, LLC
     Citizenship: Delaware

     Ramius Advisors, LLC
     c/o Ramius Capital Group, L.L.C.
     Citizenship: Delaware

     C4S & Co., L.L.C.
     Citizenship: Delaware

     Peter A. Cohen
     Citizenship: United States

     Morgan B. Stark
     Citizenship: United States

     Thomas W. Strauss
     Citizenship: United States

     Jeffrey M. Solomon
     Citizenship: United States

The company issued the common shares in reliance upon Section 4(2)
of the Securities Act.  Proceeds from the stock sale will be used
to finance:

      -- the cash portion of the consent solicitation
         consideration to be paid to holders of:

         * 10-1/2% Senior Notes due 2011; and
         * 9-7/8% Senior Subordinated Notes due 2007; and

         related expenses;

      -- fees and expenses relating to similar waivers obtained
         from the lenders under the company's senior secured
         credit facility; and

      -- additional working capital.

On April 10, 2006, the Company instructed its transfer agent to
issue 1,951,417 common shares to holders of the Notes that gave
their consent to the financial reporting waivers in the consent
solicitations and elected to receive their consent payment in
common shares.

The equity holdings of the Ramius Entities on the Company are:

   Ramius Entities             Common Shares      Equity Stake
   ---------------             -------------      ------------
   Starboard Value and             1,186,753             3.10%
   Opportunity Master Fund

   Ramius Master Fund                463,011             1.21%

   Ramius Securities                 370,981             0.97%

   RCG Ambrose Master Fund            95,708             0.25%

   RCG Halifax Fund                   93,392             0.24%

These Ramius Entities have beneficial ownership of these common
shares:

   Ramius Entities        Common Shares
   ---------------        -------------
   Admiral Advisors       1,186,753 shares
                          owned by Starboard

   Ramius Advisors        463,011 shares
                          owned by Ramius Master Fund

These Ramius Entities have beneficial ownership of all shares held
by Starboard, RCG Ambrose, RCG Halifax, Ramius Master Fund and
Ramius Securities, an aggregate number of 2,209,845 common shares.

   * Ramius Capital;
   * C4S & Co.;
   * Peter A. Cohen;
   * Morgan B. Stark;
   * Thomas W. Strauss; and
   * Jeffrey M. Solomon

Ramius Capital is the investment manager of Ambrose and Halifax
and has the power to direct some of the affairs of Ambrose and
Halifax, including decisions to dispose proceeds from the sale of
shares.  Admiral Advisors is the investment manager of Starboard
and has the power to direct some of the affairs of Starboard,
including decisions to dispose proceeds from the sale of shares.

Ramius Capital is the sole member of Admiral Advisors.  Ramius
Advisors is the investment manager of Ramius Master Fund and has
the power to direct some of the affairs of Ramius Master Fund,
including decisions respecting the disposition of the proceeds
from the sale of shares of the Common Stock.  Ramius Capital is
the managing member of Ramius Advisors.  Ramius Securities is a
broker dealer affiliated with Ramius Capital.  Ramius Capital is
the managing member of Ramius Securities.  C4S is the managing
member of Ramius Capital and in that capacity directs its
operations.

Mr. Cohen, Mr. Stark, Mr. Strauss and Mr. Solomon are the managing
members of C4S and in that capacity direct its operations.

                         About Bally Total

Bally Total Fitness Holding Corporation --
http://www.ballyfitness.com/-- is the largest and only U.S.
commercial operator of fitness centers, with approximately four
million members and 440 facilities located in 29 states, Mexico,
Canada, Korea, China and the Caribbean under the Bally Total
Fitness(R), Crunch Fitness(SM), Gorilla Sports(SM), Pinnacle
Fitness(R), Bally Sports Clubs(R) and Sports Clubs of Canada(R)
brands.  With an estimated 150 million annual visits to its clubs,
Bally offers a unique platform for distribution of a wide range of
products and services targeted to active, fitness-conscious adult
consumers.

                            *    *    *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally Total
Fitness Holding Corp., including the 'CCC' corporate credit
rating, on CreditWatch with developing implications, where they
were placed on Dec. 2, 2005.


BALLY TOTAL: Gets $2.8M Equity Placement from Wattles Entities
--------------------------------------------------------------
Bally Total Fitness Holding Corporation sold 400,000 shares of its
common stock to Mark J. Wattles and Wattles Capital Management,
LLC, for $2.8 million at $7 per share.

The common shares were sold pursuant to an April 11, 2006, Stock
Purchase Agreement.  Mr. Wattles and Wattles Capital now hold
3,825,100 common shares, comprising 9.3% of the Company's equity.
The Company's issued and outstanding common shares now total
41,281,381 shares.

Mr. Wattles and Wattles Capital certified that they are accredited
investors, pursuant to Rule 501 of Regulation D promulgated under
the Securities Act.

The company issued the common shares in reliance upon Section 4(2)
of the Securities Act.  Proceeds from the stock sale will be used
to finance:

      -- the cash portion of the consent solicitation
         consideration to be paid to holders of:

         * 10-1/2% Senior Notes due 2011; and
         * 9-7/8% Senior Subordinated Notes due 2007; and

         related expenses;

      -- fees and expenses relating to similar waivers obtained
         from the lenders under the company's senior secured
         credit facility; and

      -- additional working capital.

Mr. Wattles agreed, subject to certain exceptions, to vote the
shares purchased pursuant to the Stock Purchase Agreement in favor
of a transaction that may result from the company's strategic
process and approved by the company's board of directors.

On April 10, 2006, the Company instructed its transfer agent to
issue 1,951,417 common shares to holders of the Notes that gave
their consent to the financial reporting waivers in the consent
solicitations and elected to receive their consent payment in
common shares.

A full-text copy of the Stock Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?7f5

                         About Bally Total

Bally Total Fitness -- http://www.ballyfitness.com/-- is the
largest and only U.S. commercial operator of fitness centers,
with approximately four million members and 440 facilities
located in 29 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness(R), Crunch Fitness(SM),
Gorilla Sports(SM), Pinnacle Fitness(R), Bally Sports Clubs(R)
and Sports Clubs of Canada(R) brands.  With an estimated 150
million annual visits to its clubs, Bally offers a unique
platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                            *    *    *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally Total
Fitness Holding Corp., including the 'CCC' corporate credit
rating, on CreditWatch with developing implications, where they
were placed on Dec. 2, 2005.


BIOGEN IDEC: Earns $161 Million of Net Income in Full-Year 2005
----------------------------------------------------------------
Biogen Idec Inc. (NASDAQ: BIIB), a global biotechnology leader
with leading products and capabilities in oncology, neurology
and immunology, reported its full year 2005 and fourth quarter
results.

Full Year & Fourth Quarter Highlights

    * Total revenues in 2005 exceeded $2.42 billion vs. prior
      year $2.21 billion, an increase of 10%, driven primarily
      by RITUXAN(R) (rituximab) revenues from the unconsolidated
      joint business arrangement up 15% to $709 million and
      AVONEX(R) (Interferon beta-1a) sales up 9% to $1.54 billion.

    * On a reported basis, calculated in accordance with U.S.
      generally accepted accounting principles (GAAP), full
      year 2005 earnings per share (EPS) were $0.47 vs. $0.07
      in 2004.

    * Fourth quarter revenues increased 8% to $633 million vs.
      prior year, driven primarily by AVONEX sales up 12% to
      $413 million and RITUXAN revenues from the unconsolidated
      joint business arrangement up 6% to $182 million.

    * Fourth quarter 2005 GAAP EPS were $0.16 vs. $0.08 in the
      fourth quarter of 2004.

James Mullen, Biogen Idec's Chief Executive Officer, commented,
"Our discipline and successful execution in 2005 led to very
robust performance of the core business resulting in strong
revenue and bottom line growth, despite a challenging year.  We
anticipate major approvals for RITUXAN in rheumatoid arthritis and
TYSABRI in multiple sclerosis in 2006."

On a reported basis, calculated in accordance with GAAP, Biogen
Idec reported net income of $56 million (or EPS of $0.16) in the
fourth quarter of 2005 and net income of $161 million (or EPS of
$0.47) for the full year 2005.

Revenues from AVONEX, Biogen Idec's therapy for patients with
relapsing forms of multiple sclerosis (MS), increased 12% in the
fourth quarter to $413 million.  Full year AVONEX sales increased
9% to $1.54 billion.  In 2005, U.S. sales were $939 million and
international sales increased 22% to $604 million.

Revenues for the fourth quarter of 2005 and full year 2005
included $182 million and $709 million, respectively, from Biogen
Idec's joint business arrangement with Genentech, Inc. related to
RITUXAN, a treatment for certain B-cell non-Hodgkin's lymphomas
that Biogen Idec co-promotes in the U.S. with Genentech.  All U.S.
sales of RITUXAN are recognized by Genentech, and Biogen Idec
records its share of the pretax co-promotion profits on a
quarterly basis.  U.S. net sales of RITUXAN were $484 million in
the fourth quarter (Q4 2004: $429 million) and $1.83 billion for
the full year (2004: $1.57 billion), as reported by Genentech.

Royalties were $22 million in the fourth quarter and $93 million
for the full year.

Recent Highlights

    * On Feb. 10, 2006, Biogen Idec and Genentech, Inc.,
      announced that the U.S. Food and Drug Administration
      has approved RITUXAN for use in the first-line treatment
      of patients with diffuse large B-cell, CD20-positive,
      non-Hodgkin's lymphoma, in combination with CHOP
      (cyclophosphamide, doxorubicin, vincristine and prednisone)
      or other anthracycline-based chemotherapy regimens.  On
      Oct. 25, 2005, the companies announced that the FDA had
      granted Priority Review to this sBLA.  RITUXAN was
      previously approved as a single agent for use in relapsed or
      refractory, low-grade or follicular, CD20-positive, B-cell
      non-Hodgkin's lymphoma.

    * On Jan. 23, 2006, Biogen Idec and Elan Corporation, plc.
      announced that they have received notification from the FDA
      that the Peripheral and Central Nervous System Drugs
      Advisory Committee will review TYSABRIr (natalizumab) for
      the treatment of MS on March 7, 2006.  The supplemental
      Biologics License Application (sBLA) for TYSABRIr for the
      treatment of MS has been accepted and designated for
      Priority Review by the FDA.  Based on the FDA's designation
      of Priority Review for TYSABRI in MS, the companies
      anticipate action by the Agency approximately six months
      from the submission date, or by late March 2006.

    * On Jan. 9, 2006, Biogen Idec and Fumapharm AG announced that
      a Phase II study designed to evaluate the efficacy and
      safety of BG-12, an oral fumarate, in patients with
      relapsing-remitting MS met its primary endpoint.  Treatment
      with BG-12 led to a statistically significant reduction in
      the total number of gadolinium-enhancing brain lesions as
      measured by MRI with six months of treatment versus placebo.
      This Phase II multi-center, double-blind, placebo-controlled
      study enrolled approximately 250 patients at sites in 10
      countries in Europe.

    * On Dec. 15, 2005, Biogen Idec announced that new data,
      presented at the 47th Annual Meeting of the American Society
      of Hematology in Atlanta, demonstrate that patients may
      benefit from earlier and consolidated use of ZEVALINf
      (Ibritumomab Tiuxetan) radioimmunotherapy in refractory and
      hard-to-treat cancers, including diffuse large B-cell
      lymphoma, mantle cell lymphoma, and follicular non-Hodgkin's
      lymphoma.

    * On Nov. 16, 2005, Biogen Idec and Roche announced positive
      results of a Phase III clinical study of RITUXAN in
      rheumatoid arthritis, showing that a significantly greater
      proportion of patients who received a single course of two
      infusions of RITUXAN with a stable dose of methotrexate
      (MTX) achieved American College of Rheumatology (ACR) 20, 50
      and 70 response rates compared to patients who received
      placebo and MTX.  These findings were presented during a
      plenary session at the ACR Annual Scientific Meeting in
      San Diego.

    * On Oct. 31, 2005, Biogen Idec and Genentech, Inc., announced
      that the sBLA submitted by the companies for RITUXAN for
      patients with active RA who inadequately respond to anti-TNF
      therapy has been granted Priority Review designation by the
      FDA.  The FDA has until late February 2006 to take action on
      the sBLA.

A full-text copy of Biogen Idec's financial statement for the year
ended Dec. 31, 2005, is available for free at
http://tinyurl.com/fc8o7

                        About Biogen Idec

Biogen Idec -- http://www.biogenidec.com/--  develops,
manufactures, and commercializes novel therapies, focusing on
oncology and immunology.  The Company's lead products include
RITUXAN, AVONEX, ZEVALIN, and AMEVIVE.  Biogen has offices in the
United States, Canada, Australia, Japan, and Europe.


BROOKLYN HOSPITAL: U.S. Trustee Balks at Proposed KERP
------------------------------------------------------
Diana G. Adams, the acting United States Trustee for Region 2,
opposes The Brooklyn Hospital Center and its debtor-affiliates'
request to implement a Key Employee Retention Program.

Ms. Adams tells the U.S. Bankruptcy Court for the Eastern District
of New York that the Debtors failed to justify the need for the
KERP in view of the Debtors' financial difficulties and the likely
recoveries of their unsecured creditors.

                         Proposed KERP

Last month, the Debtors asked the Bankruptcy Court to approve a
KERP designed to minimize management turnover, and motivate key
employees to remain with the Company.  The KERP also offers
certain protections to key employees in the event that their
employment is terminated without cause.  The Debtors expect the
KERP to cost approximately $1.1 million.

Developed in consultation with the Debtors' financial advisor,
J.H. Cohn LLP, and approved by the Official Committee of Unsecured
Creditors, the KERP classifies the Debtors into two groups:

     -- Tier 1 employees composed of three of the Debtors' senior
        executives; and

     -- Tier 2 employees consisting of certain of the Debtors'
        senior personnel.

Individuals in Tier 1 will receive an amount equal to 50% of their
annual salary if they opt to remain continuously employed by the
Debtors through the confirmation of their reorganization plan.

The Debtors' Chief Executive Officer has the sole authority to
determine the amounts due to Tier 2 employees in connection with
their continued employment with the Debtors.  However, payments
due to Tier 2 participants will not exceed $500,000.  Each Tier 2
participant will receive 50% of his or her designated amount if he
or she remains continuously employed by the Debtors on the first
anniversary of the petition date.  Tier 2 employees will get the
remaining 50% due to them on the effective date of the Debtor's
plan.

Tier I participants terminated without cause are entitled to
severance payments equal to their annual salary during the year
their employment was terminated.  The severance payments are
payable at the usual times the employees payroll become due.
However, the severance payment will be reduced dollar-for-dollar
by the amount of compensation that a Tier 1 participant receives
from another employer in the one-year period following the
termination of his or her employment.

If the Debtors terminate the employment of a Tier 2 participant,
he or she will not be entitled to any severance payment or benefit
under the KERP.

                    U.S. Trustee Objections

Ms. Adams points out that the Debtors failed to show that the
employees covered by the KERP have received competing offers for
employment from other employers.  She added that, based on
financial difficulties experienced by other hospitals, it is
unlikely that the key employees would receive employment offers.

In addition, Ms. Adams said that it is unseemly to award large
incentives under the KERP considering that there are numerous
unsecured non-priority creditors who themselves could also be
suffering severe financial difficulties.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org/-- provides a variety of inpatient and
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts.  Glenn B.
Rice, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  Mark
Dominick Alvarez at Alvarez & Marsal, LLC, serves as the
Committee's financial advisor.  When the Debtors filed for
protection from their creditors, they listed $233,000,000 in
assets and $337,000,000 in debts.


CABCO TRUST: S&P Upgrades Certificate Rating to BBB- from BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on CABCO
Trust For J.C. Penney Debentures and CorTS Trust For J.C. Penney
Debentures and removed them from CreditWatch, where they were
placed with positive implications on March 3, 2006.

The two certificate issues are swap-independent synthetic
transactions that are weak-linked to the underlying securities
issued by J.C. Penney Co. Inc.  The upgrades reflect the raising
of the ratings on the underlying assets of J.C. Penney Co. Inc.
and their subsequent removal from CreditWatch positive on
April 6, 2006.

Ratings raised and removed from creditwatch positive:

CABCO Trust For J.C. Penney Debentures
$52.65 million trust securities certificates

                             Rating

                   Class    To            From
                   -----    --            ----
                   Certs    BBB-      BB+/Watch Pos

CorTS Trust For J.C. Penney Debentures
$100 million corporate-backed trust securities (CorTs)
certificates

                             Rating

                   Class    To            From
                   -----    --            ----
                   Certs    BBB-      BB+/Watch Pos


CALPINE CORP: Completes Sale of 45% Interest in Mexico Power Plant
------------------------------------------------------------------
Calpine Corporation (OTC Pink Sheets: CPNLQ) reported that one of
its foreign non-debtor affiliates has completed the sale of its
45% equity interest in the 525-megawatt Valladolid III Power
Plant, located on the Yucatan Peninsula, Mexico, to the two
remaining partners in the project, Mitsui & Co., Ltd. and Chubu
Electric Power Co., Inc.

With this sale, Calpine advances its program to streamline the
company, reduce costs, and strengthen Calpine's overall
organization as part of its Chapter 11 restructuring.

Calpine received a cash payment of approximately $43 million, less
a 10% holdback that the Buyers will return after one year.  With
completion of the sale, Calpine has eliminated its 45% share of
the non-recourse unconsolidated project debt.

In addition, $9.1 million of Calpine funds held in escrow for
credit support for the project were released to Calpine.

The company expects to record a non-cash impairment charge of
approximately $41 million on its investment in the project for the
period ending Dec. 31, 2005, which is a component of the
impairment charges on April 17, 2006.

"Selling our interest in Valladolid is another step forward in our
restructuring to emerge from Chapter 11 as a profitable, more
competitive power company," said Robert P. May, Calpine's Chief
Executive Officer.

"We're focused on completing our restructuring as efficiently and
quickly as possible and are pleased to have closed this
transaction in such short order."

Valladolid III is a natural gas-fired, combined-cycle power plant
that will provide up to 525 megawatts of energy through a 25-year
power purchase agreement with the Comision Federal de
Electricidad.

Calpine had supplied two General Electric F-class combustion gas
turbines in exchange for its 45% interest in the project.  Calpine
also provided engineering, construction and commissioning services
for the construction subcontractor.  Construction of the project
is scheduled for completion in June 2006.

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


CATHOLIC CHURCH: Portland Says Tort Panel's Plan is Insufficient
----------------------------------------------------------------
Four parties-in-interest oppose the Disclosure Statement
explaining the Tort Claimants Committee's Plan of Reorganization
for the Archdiocese of Portland in Oregon:

(a) Portland Archdiocese

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, contends that the Tort Committee's Plan is not feasible
because it does not address critical funding issues.

The Tort Committee's Plan purports to provide a claims payment
trust with a $66,000,000 initial deposit and trust deeds covering
over $400,000,000 in real property.

The Tort Committee's Plan states that $20,000,000 will come from
insurance recoveries and $4,000,000 from the reorganized
Archdiocese's repurchase of future Oregon Catholic Press
charitable contributions.  But it does not explain where most of
the $66,000,000 will come from, Mr. Stilley notes.

If the Tort Committee envisions funding its Plan from the
liquidation of the $36,000,000 Perpetual Endowment Fund, the Tort
Committee cannot ensure that these will be available, Mr. Stilley
points out.

The availability of the Funds remains in dispute and will not be
determined until the property of the estate and insurance
litigation is finally concluded.

In addition, until the litigation regarding the parish and school
real property is finally concluded, the Tort Committee will be
unable to require that trust deed be placed on the property.

Even assuming that the property became available, it would be
impossible to determine if the Tort Committee's Plan is feasible
because its treats all claims as unimpaired and payable upon
compliance, Mr. Stilley says.

Mr. Stilley asserts that the Tort Committee's Plan is not proposed
in a good faith effort to allow the Archdiocese to reorganize and
continue its religious mission.

The Tort Committee's Disclosure Statement says, "no churches or
schools will have to be sold."  But the Tort Committee provides no
support to its conclusion that the Archdiocese, the parishes and
schools have sufficient resources at their disposal to avoid a
grave interruption or a shutdown of their operations and a forced
liquidation of the disputed property.

Contrary to the principles of Chapter 11, the Tort Committee does
not want to give the Archdiocese a "fresh start" by proposing not
to discharge the Archdiocese after all property of the estate, or
the corresponding value, has been paid to claimants.

Moreover, Mr. Stilley further notes that the Tort Committee's
Plan does not contain adequate explanation regarding:

   -- the status or amount of the claims;

   -- the property of the estate litigation or an estimate when
      that litigation will be concluded;

   -- the risk to claimants in continuing with the property of
      the estate litigation; and

   -- the Archdiocese's competing Plan, including its proposal
      for claims estimation and the benefit to claimants afforded
      by that Plan.

In addition, the Archdiocese identified several statements in the
Tort Committee's Disclosure Statement that are either false or
misleading that need to be deleted or revised.

(b) Oregon Catholic Press

Contrary to the Tort Committee's assertions, the Oregon Catholic
Press tells Judge Perris that it does not owe, or possess, any
funds that belong to the Archdiocese.  The OCP has been an Oregon
religious nonprofit corporation since 1928.  It is organized under
O.R.S. Chapter 65 and had been granted Section 503(c)(3) status
under the Internal Revenue Code.

Jennifer Palmquist, Esq., at Northwest Law Firm, in Portland,
Oregon, explains that the OCP has not made any distributions to
the Archdiocese.  Distributions under ORS 65.554(3) can only be
made to members.  OCP has no members pursuant to its Articles of
Incorporation.

Ms. Palmquist, however, notes that the OCP makes discretionary
charitable contributions to the Archdiocese.  "These contributions
are allowed under ORS 65.077(13), which provides that a nonprofit
corporation has power to make charitable donations."

(c) Certain Insurers

From the perspective of certain insurers, the Tort Committee's
Disclosure Statement is devoid of information pertaining to the
treatment of the Archdiocese's insurance policies and their rights
under those Policies.

The Objecting Insurers include:

   1. ACE Property & Casualty Insurance Company, formerly known
      as CIGNA Property & Casualty Insurance Company, formerly
      known as Aetna Insurance Company

   2. General Insurance Company of America

   3. St. Paul Mercury Insurance Company

   4. St. Paul Fire and Marine Insurance Company

According to John Spencer Stewart, Esq., at Stewart Sokol & Gray,
LLC, in Portland Oregon, who represents General Insurance, the
Tort Committee's Disclosure Statement should not only disclose the
proposed treatment of the Policies.

The Disclosure Statement should also disclose that certain
critical provisions of the Plan relating to the treatment of
insurance might violate provisions of the Policies and the Oregon
state law.

As is typical of insurance contracts, Mr. Stewart notes, the
Policies contain or may be found to obtain provisions requiring
insurer consent to assignment of the Policies by the insured.

The Tort Committee's Plan, however, provides that "[t]he Trust
[will] succeed to all of the [Archdiocese's] Insurance Rights in
the Insurance Policies notwithstanding any provision in any
Insurance Policy purporting to limit or preclude assignment of the
policies or rights . . . without regard to any state law
limitations on the assignment of such policies, which limitations,
if any, [will] be of no force and effect."

Neither the Tort Committee's Disclosure Statement nor Plan
contains any discussion of whether that provision is enforceable
or of why a sweeping assignment is necessary in the context of its
Plan.

The Tort Committee's Plan should also disclose that it
contemplates the transfer of "any privilege or work product
attaching to any document or communications (whether written or
oral) relating to the Coverage Litigation" to the Trust, Mr.
Stewart asserts.  The Plan does not clearly provide for the
intended effect of the Transfer.

In addition, the Tort Committee's Disclosure Statement should
clarify which other provisions of the Policies will be affected by
the Plan, Mr. Stewart says.  Certain provisions in the Tort
Committee's Plan appear to be in conflict with the Policies'
provisions.

Mr. Stewart relates that the Insurers provided the Tort Committee
with suggested language to preserve their rights under the Plan.
To the extent that the Tort Committee intends to preserve the
Insurers' contractual and state law rights, the Insurers will work
with the Committee and other interested parties to incorporate
satisfactory preservation language in any amended Plan and related
documents.

Until the Tort Committee's intent with respect to the Policies is
made clear, its Disclosure Statement will not be able to comply
with Section 1125 of the Bankruptcy Code.  Hence, the Insurers ask
the Court to deny the approval of the Tort Committee's Disclosure
Statement.

(d) Cameo L. Garrett

Cameo L. Garrett objects to the Tort Committee's Plan "based on
evidence of corruption by [the Tort Committee] of [its] obligation
to all tort claimants."

Ms. Garrett complains that the Tort Committee, including its
counsel, Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in
Portland, Oregon, are excluding "claimants who do not have child
sex abuse claims" from being represented.

"The exclusion of other tort claimants has been intentional and
aggressive," Ms. Garrett contends.

Ms. Garrett also seeks Judge Perris' permission to file a late
proof of claim.  She also seeks mediation for the purposes of
estimating the damages and compensation due to her.

Ms. Garrett also asks the Court not to further authorize fee
payment to Mr. Kennedy until the Tort Committee's Plan is modified
to provide for an "inclusive language."  Ms. Garrett objects to
any Plan that prohibits and infringes on the rights of any and all
forms of clergy abuse, and present and future tort claimants.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Claimants Balk at Portland's Disclosure Statement
------------------------------------------------------------------
The Tort Claimants Committee and certain insurers tell Judge
Perris that the Disclosure Statement accompanying the Archdiocese
of Portland in Oregon's First Modified Plan of Reorganization does
not contain adequate information as that term is defined in
Section 1125(a)(1) of the Bankruptcy Code.

(1) Tort Committee

The Archdiocese's disclosure with respect to its insurance
coverage is misleading and distorted, asserts Albert N. Kennedy,
Esq., at Tonkon Torp LLP, in Portland, Oregon, on the Tort
Committee's behalf.

In its Disclosure Statement, the Archdiocese estimates that
certain insurers owe it "in excess of $20 million," Mr. Kennedy
relates.  But in a March 28, 2006 hearing, Portland's counsel
represented that the Insurers owe the Archdiocese approximately
$30,000,000, on account of settled prepetition claims.

The Archdiocese believes that the Insurers also owed it additional
sums for defense costs and postpetition payments on claims.  In
the aggregate, the Insurers owe it approximately $70,000,000 to
$80,000,000.

Additionally, the Archdiocese also states that in the event that
its Plan is not confirmed and the Bankruptcy Court's decision with
respect to the parish property is reversed, only $21,500,000 will
be available for unsecured creditors.

That statement is untrue, Mr. Kennedy argues.  The $21,500,000 is
the Archdiocese's estimate of its unrestricted Archdiocesan
Property, exclusive of insurance claims.

If the Archdiocese's insurance claims are included, even if none
of the Parish assets were available to pay the claims, "there
would still be approximately $100,000,000 . . . available for
unsecured creditors, resulting in payment in full to creditors,"
Mr. Kennedy asserts.

Moreover, the description of the Archdiocese's Plan and its
comparison to the Tort Committee's alternative plan are misleading
and inaccurate, Mr. Kennedy points out.  The Disclosure Statement
does not disclose the conditions to confirmation and to the
effective date.

The Disclosure Statement should disclose that:

   -- confirmation is conditioned on the entry of an estimation
      order by the District Court;

   -- the Archdiocese has the absolute right to withdraw its Plan
      in the event that it is not satisfied with the estimation;
      and

   -- the Archdiocese's Plan will not become effective if any
      party-in-interest files an appeal to the Confirmation
      Order.  Consequently, if any party-in-interest is
      unsatisfied with the claims estimation or the terms of the
      Plan and files an appeal from the Confirmation Order, then
      the Plan will not be effective until that appeal is
      dismissed in all respects.

Mr. Kennedy also points out that the Archdiocese's Plan contains
no assurance that claims will be paid promptly or in full in the
event that it is confirmed and becomes effective.  Claims will be
paid only upon application to, and approval by the District
Court.

Unless and until the District Court is certain that sufficient
funds are available to pay all claims in full, the District Court
can, and should, order that payments to creditors be withheld in
whole or in part until all claims are resolved, Mr. Kennedy says.

Because the Plan provides that the Archdiocese may stay any
verdict without posting a bond, it is possible that all appeals
will need to be resolved before all claims are paid in full.

Furthermore, the Disclosure Statement does not disclose the amount
of funding that the Archdiocese is willing to obtain, Mr. Kennedy
points out.

"If there is a limitation on [the Archdiocese's] ability or
willingness to fund its Plan, then that limitation should be
disclosed," Mr. Kennedy explains.

"If [the Archdiocese's] willingness to pursue confirmation of its
Plan is conditioned in any way upon the amount of the estimation
by the District Court, then that amount should be fully disclosed.
If [the Archdiocese's] willingness or ability to fund its Plan is
conditioned on consent or approval by any third person, then that
person and the condition should be identified and explained."

The Disclosure Statement should disclose any agreements with
parishes, Mr. Kennedy adds.  The Disclosure Statement should
identify the parishes that have consented to the use of their
property as collateral, the persons who have consented on behalf
of the parishes, and the terms, conditions and limitations of that
consent.

Among other things, the Disclosure Statement should also:

   -- disclose the status of Portland's discussions with parishes
      that have not consented to the use of their assets as
      collateral;

   -- identify the person or persons whose consent is necessary
      to bind a parish and what form that consent must take;

   -- state whether the Archdiocese should explicitly state
      whether the Archdiocese's ability or willingness to fund
      its Plan is conditioned in any way on consent from donors,
      parishioners or beneficiaries.

If the Archdiocese's ability or willingness to fund its Plan is
conditioned on consent from donors, beneficiaries or parishioners,
Mr. Kennedy maintains that the Disclosure Statement should:

   * identify those donors, parishioners and beneficiaries whose
     consent is necessary;

   * what form that consent must take;

   * the status of its discussions with any of the donors,
     beneficiaries or parishioners; and

   * whether there are any conditions, contingencies or
     limitations relating to those consents.

For these reasons, the Tort Committee asks Judge Perris to deny
the approval of the Archdiocese's Disclosure Statement.

(2) Certain Insurers

Although the Archdiocese's Disclosure Statement addresses the
concerns of certain insurers, it still lacks adequate information
with respect to several fundamental points, John Spencer Stewart,
Esq., at Stewart Sokol & Gray, LLC, in Portland Oregon, contends.

The Objecting Insurers include:

   (1) ACE Property & Casualty Insurance Company, formerly known
       as CIGNA Property & Casualty Insurance Company, formerly
       known as Aetna Insurance Company;

   (2) General Insurance Company of America;

   (3) St. Paul Mercury Insurance Company; and

   (4) St. Paul Fire and Marine Insurance Company.

According to Mr. Stewart, the Modified Plan and the proposed
Claims Resolution Facility Agreement remain vague or incomplete
regarding their impact on the Insurers' contractual and state law
rights under the certain insurance policies, including whether:

    (i) the Modified Plan will preserve the rights of the
        insurers to object to claims where appropriate; and

   (ii) the Modified Plan and CRFA will relieve the Archdiocese
        of its duties and obligations under the Insurance
        Policies including without limitation its duty of
        cooperation in the defense of claims and suits.

Mr. Stewart says that further work remains to ensure that:

   -- the Modified Plan and the CRFA do not, in fact, violate the
      Insurers' rights; and

   -- nothing in the Modified Plan, CRFA, Confirmation Order or
      any other Plan-related document approved may be used
      against or have any effect whatsoever on the legal,
      equitable or contractual rights or obligations of the
      insurers.

Under the CRFA, the Archdiocese's "rights that have accrued for
covered losses" will be assigned to the Archdiocese of Portland
Claims Resolution Facility, Inc.

Although the Modified Plan purports to preserve the Insurers'
rights despite the assignment, the Insurers are concerned about
the impact that the Assignment will have on contractual rights and
obligations under the Policies, Mr. Stewart explains.

For the Insurers to properly defend claims tendered to them, the
duty of cooperation and assistance -- which requires that the
Archdiocese, as the insured, make witnesses available, provide
documents and provide other cooperation -- must remain with the
Archdiocese, as well as being honored by the APCRF.

Moreover, Mr. Stewart suggests that the approval of the Modified
Plan and the CRFA must not operate as an advance ruling or
prejudge any right or defense of an Insurer in any subsequent
proceeding with the APCRF or the Archdiocese, including without
limitation the "Coverage Action."

To this extent, Mr. Stewart tells Judge Perris that the Insurers
will work with the Archdiocese to make the appropriate
modifications.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CHEMTURA CORP: Moody's Places Ba1 Rating on $400 Million Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Chemtura
Corporation's proposed new $400 million of senior notes due 2016
and affirmed the Ba1 ratings for its other debt and the corporate
family rating.

Proceeds from the new notes will be used to refinance the senior
unsecured floating rate notes due 2010 and reduce outstandings
under Chemtura's revolver.  The rating outlook remains negative.

The Ba1 ratings reflect Chemtura's high pro forma leverage,
challenges at the Plastic Additives segment, and uncertainty
surrounding the progress of integration and remaining legacy
issues.  Chemtura's pro forma leverage as of December 31, 2005,
was 3.5x EBITDA.

Moody's adjusted debt includes $1.4 billion of funded debt,
$303 million in unfunded pension obligations, $85 million of
account receivable securitizations, and $157 million in
capitalized leases.

While much progress has been made in raising prices to cover
higher raw material costs, this strategy has been challenged in
the large Plastic Additives portion of Chemtura's business.

As a result, profitable volumes were lost and steps are being made
to restore volume and improve the non-flame-retardants Plastic
Additives business.

In addition, Moody's believes the challenges of integrating two
organizations that had been individually challenged by their own
unique restructuring programs, combined with essentially a
complete changeover in senior management, are key factors in both
the Ba1 rating and the negative outlook.

Further changes in senior management were recently instituted in
February 2006 in order to place greater focus on specific
businesses and functional areas.

Rating Assigned:

   * Senior notes, $400 million due 2016 -- Ba1

Ratings affirmed:

   * Corporate Family Rating -- Ba1

   * Senior Unsecured Notes due 2012, $159 million -- Ba1

   * Senior Unsecured Floating Rate Notes due 2010, $165 million
     -- Ba1

   * Senior Unsecured Notes, $150 million due 2026 -- Ba1

   * Senior Unsecured Notes, $400 million due 2009 -- Ba1

Headquartered in Middlebury, Connecticut, Chemtura manufactures a
variety of polymer and rubber additives, castable urethane pre-
polymers, ethylene propylene diene monomer, crop protection
chemicals, brominated flame-retardants, recreational water
treatment chemicals, and brominated/fluorinated specialty
chemicals.  The combined company had pro forma 2005 revenues and
EBITDA of $3.9 billion and approximately $570 million,
respectively.


CHEMTURA CORP: S&P Assigns BB+ Debt Rating to $400 Million Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to Chemtura Corp.'s $400 million notes due
2016.  Standard & Poor's said that its 'BB+' long-term corporate
credit rating on the Middlebury, Connecticut-based company was
affirmed.  The outlook remains positive.

Proceeds will be used to redeem all of the outstanding $165
million of senior floating-rate notes and to reduce borrowings
under the revolving credit facility.

"The ratings on Chemtura incorporate its vulnerability to
competitive pricing pressures, raw-material costs, and cyclical
markets; and its weak cash flow protection measures.  The ratings
also reflect its diversified portfolio of specialty and industrial
chemical businesses," said Standard & Poor's credit analyst Wesley
E. Chinn.

Chemtura generates annual pro forma revenues of almost $4.0
billion after the July 2005 acquisition of Great Lakes Chemical
Corp. for approximately $1.6 billion in common stock, plus the
assumption of debt.  The transaction resulted in an immediate
strengthening of Chemtura's business mix and cash flow protection
measures, because of the equity-financed acquisition of a much
higher-rated company.  Other credit quality strengths include:

   * improving earnings in the near term;
   * management's focus on strengthening the product mix; and
   * commitment to debt reduction.

Great Lakes Chemical added complementary product lines to
Chemtura's existing plastics additives portfolio as well as a
recreational water chemicals business, which has a strong market
share.  Key chemical and plastic additives niches of the combined
company serving diverse markets include:

   * plastic and specialty additives,
   * urethane prepolymers,
   * pool and spa chemicals,
   * crop protection chemicals,
   * brominated flame retardants, and
   * petroleum additives.

On the other hand, a portion of the business portfolio is
comprised of products where current profitability is subpar and
long-term prospects appear less favorable, and where markets are
commodity-like and highly competitive.  Consequently, the company
is rationalizing the number of customers and products and shedding
underperforming or non-core businesses.


CHOCTAW RESORT: S&P Affirms BB Rating & Revises Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
Choctaw Resort Development Enterprise (CRDE) to positive from
stable.

At the same time, Standard & Poor's affirmed its ratings on the
Choctaw, Mississippi-based casino operator, including its 'BB'
issuer credit rating.  Total debt outstanding at Sept. 30, 2005,
was expected to have approximated $285 million.

The outlook revision reflects Standard & Poor's expectation that
the CRDE's credit profile will improve during fiscal 2006, as a
portion of cash generated from a temporary increase in visitation
is applied to permanently reduce debt balances.  While Standard &
Poor's expects that the current strong operating performance is
directly related to the removal of gaming capacity along the Gulf
Coast stemming from Hurricane Katrina, and that the CRDE's
operating performance will weaken in fiscal 2007 as Gulf Coast
capacity returns, the amount of debt expected to be repaid during
fiscal 2006 will result in credit measures being strong for the
ratings.

Standard & Poor's further expects that credit measures will remain
strong for the ratings in fiscal 2007 even if EBITDA declines in
the low- to mid-double digit range during that time.


CINRAM INT'L: S&P May Downgrade Corporate Credit Rating to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services plans to lower its corporate
credit and bank loan ratings on Cinram International Inc. to 'BB-'
from 'BB', if the company's conversion to an income trust is
completed under the currently proposed terms.  The ratings remain
on CreditWatch with negative implications, where they were placed
March 3, 2006.  Upon completion of the transaction, the outlook
will be stable.

In addition, Standard & Poor's plans to assign its 'BB-' bank loan
rating and '4' recovery rating to Toronto-based Cinram's proposed
US$850 million secured bank facility (US$700 million term loan and
US$150 million revolving credit facility) due 2011.  The loan will
be rated the same as the long-term corporate credit rating.  The
'4' recovery rating indicates a modest (25%-50%) recovery of
principal in the event of a default or bankruptcy.  The bank loan
rating is based on preliminary terms and conditions and is subject
to review once final documentation is received.  Proceeds from the
new bank facility will be used to repay the company's existing
bank loan following conversion to an income trust.

The CreditWatch update reflects Standard & Poor's review of
Cinram's new capital structure following management's announced
intention to convert the company into an income trust, subject to
shareholder approval and other conditions.

"Although the company's credit ratios are expected to remain
solid post conversion, Cinram's financial profile will weaken
nonetheless, principally because of its reduced financial
flexibility due to the significant increase in cash distributions
to unitholders," said Standard & Poor's credit analyst Lori
Harris.

"Given the challenging conditions of the media replication
industry, including its commodity-like nature and vulnerability to
shifts in technology, Standard & Poor's original ratings were
based on management's continued focus on debt repayment from free
cash flow to strengthen the company's financial profile.  This
financial strategy will change upon conversion to an income trust,
as a substantial portion of free cash flow will be distributed to
unitholders," Ms. Harris added.


The ratings on Cinram reflect the company's weak business risk
score, which is based on customer and product concentration,
seasonality, and the commodity-like nature of the media
replication industry that is vulnerable to shifts in technology
and availability of hit new movie releases.  Although new hits are
a significant revenue growth driver, the availability of
previously released titles and television series in DVD format is
also an important component of the company's revenue base.  The
ratings will also reflect the company's reduced financial
flexibility post conversion to an income trust.

In addition, the industry will be undergoing change due to the
introduction of high definition DVDs in mid-2006.  Although Cinram
has positioned itself to continue being a key player in this
market, the new product could have a limited lifespan given the
increasing availability of on-demand products.  These factors are
partially offset by:

   * Cinram's strong market position as the world's largest
     manufacturer of prerecorded multimedia products;

   * solid credit measures;

   * management's track record of adapting to changing
     technologies; and

   * reasonable industry growth prospects in the next couple
     of years.

Credit measures (adjusted for operating leases and nonrecurring
items) were solid in 2005, with EBITDA interest coverage of 6.6x
and debt to EBITDA of 2.1x.  Post conversion, debt to EBITDA is
expected to remain in the 2x area in the medium term.  Standard &
Poor's does not expect meaningful debt amortization in the medium
term because of the company's expected income fund ownership and
resulting high cash payout ratio.


CMP KC: S&P Rates Planned $98.4 Million Credit Facilities at CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
CMP KC LLC ("Stick").  A 'CCC+' rating and a recovery rating of
'3' were also assigned to Stick's proposed $98.4 million credit
facilities, indicating expectations of a meaningful (50%-80%)
recovery of principal in the event of a payment default.  The
outlook is negative.  Atlanta, Georgia-based radio station owner
Stick will have approximately $72 million in pro forma debt
outstanding.

"The rating on Stick reflects very high financial risk from its
small radio station portfolio, currently negative broadcast cash
flow, and marginal liquidity," said Standard & Poor's credit
analyst Alyse Michaelson Kelly.  "These factors are only partially
offset by radio station asset values."

A portion of the borrowings under Stick's proposed credit facility
are expected to be used to help fund CMP Susquehanna Corp.'s
acquisition of Susquehanna Radio for $1.2 billion.


CMP SUSQUEHANNA: S&P Rates Proposed $275 Million Sub. Notes at CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to CMP Susquehanna Corp.  At the same time, Standard
& Poor's assigned its 'B-' rating and a recovery rating of '3' to
CMP's proposed $750 million secured credit facilities, indicating
a meaningful (50%-80%) recovery of principal in the event of a
payment default.  A 'CCC' rating was also assigned to CMP's
proposed $275 million subordinated notes.  The outlook is stable.
The Atlanta, Georgia-based radio broadcaster will have
approximately $975 million in pro forma debt outstanding.

"The rating on CMP reflects its very high leverage, unfavorable
secular trends in radio advertising, advertising cyclicality, and
the potential for additional acquisitions," said Standard & Poor's
credit analyst Alyse Michaelson Kelly.  "These factors are
partially offset by CMP's portfolio of large-market radio
stations, radio broadcasting's good margin and discretionary cash
flow potential, and healthy station asset values."

Proceeds from the proposed transaction, along with cash equity
from Bain Capital Partners, The Blackstone Group, and Thomas H.
Lee Partners L.P., will be used to fund the acquisition of
Susquehanna Radio for $1.2 billion.  Cumulus Media Inc.
(B+/Stable/--) will manage CMP's radio assets and will contribute
its two FM stations in both:

   * Houston, Texas, and
   * Kansas City,

to Cumulus Media Partners LLC, the ultimate parent company of CMP,
in exchange for a 25% equity interest in Cumulus Media Partners.


COLLINS & AIKMAN: Taps Lathrop & Gage as Special Counsel
--------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan for
authority to employ Lathrop & Gage L.C. as their special counsel
with respect to an Environmental Insurance Litigation.

The Debtors employed and retained Lathrop & Gage L.C. to represent
their interest on the Environmental Insurance Litigation on Nov.
18, 2003.

The Debtors have been seeking to recover certain environmental
expenses from their insurance providers, including OneBeacon
America Insurance Company and National Indemnity Company,
regarding a claim for insurance coverage related to various
environmental sites including sites in Beardstown, Illinois;
Bowling Green, Ohio; Chase, Michigan; Mancelona, Michigan; and
Stringfellow, California.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that because L&G has represented the Debtors in
connection with the Environmental Insurance Litigation since
November 2003, L&G is intimately familiar with the complex legal
issues in connection with the Environmental Insurance Litigation.
The Debtors believe that the interruption and the duplicative
cost involved in obtaining substitute counsel to replace L&G's
role would not be favorable.

L&G has agreed to continue to represent the Debtors in the
Environmental Insurance Litigation in accordance with a
contingent fee agreement, with fees payable only when L&G is
successful in achieving a recovery in the Environmental Insurance
Litigation.  Pursuant to L&G's engagement letter, L&G is entitled
to receive:

   (a) 17.5% of all amounts received before the close of
       discovery;

   (b) 25% of all amounts received after the close of discovery
       and more than two weeks before a scheduled trial date; or

   (c) 32.5% of all amounts received during the two-week period
       before a scheduled trial date, on a scheduled trial date,
       or thereafter.

L&G intends to seek periodic reimbursement for the postpetition
expenses that it incurs as a result of the Environmental
Insurance Litigation.  The Postpetition Costs will be due and
owing in the month that they are incurred, regardless of the
outcome of the Environmental Insurance Litigation.

Brian T. Fenimore, a member of L&G, assures that Court that L&G
does not hold nor represent any interest adverse to the Debtors
or their estates in connection with the continued prosecution of
the Environmental Insurance Litigation.

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


COLLINS & AIKMAN: SEC Has Until May 15 to File Claims
-----------------------------------------------------
Collins & Aikman Corporation, its debtor-affiliates and the
Securities and Exchange Commission agree to further extend the
SEC's deadline to file proofs of claim in the Debtors' Chapter 11
cases to May 15, 2006.

As reported in the Troubled Company Reporter on March 21, 2006,
the SEC is currently conducting an investigation of controls over
financial reporting and review of certain accounting issues of the
Debtors.  The SEC sought documents and information relating to the
company's financial statements for the fiscal years 2000-2005, as
well as documents and information pertaining to accounts
receivable, customer and/or supplier rebates and other matters.

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


COLLINS & AIKMAN: Amends New Headquarters Leases
------------------------------------------------
As reported in the Troubled Company Reporter on March 21, 2006,
The U.S. Bankruptcy court for the Eastern District of Michigan
allowed Collins & Aikman Corporation to ink a new Headquarters
Lease with TTERTT Associates, LLC.

The Debtors had decided to reject their existing headquarters
leases at 150, 250 and 350 Stephenson Highway, in Troy, Michigan
to save in costs.

Material terms of the New Headquarters Lease:

   (a) Lease Term is 10 years and six months.

   (b) Rent is $121,150 per month plus the Debtors' share of
       expenses and taxes, beginning January 1, 2007.

   (c) The Debtors will have the right to terminate the New
       Headquarters Lease effective November 30, 2007, with at
       least six months' advance written notice.  In the event
       the Debtors terminate the lease, they will be liable for
       the costs of any lessor-made improvements to the
       headquarters -- estimated to be $3,300,000 -- and an
       additional $1,000,000.

   (d) The Debtors will have the right of first refusal to lease
       additional space at the new headquarters location during
       the first two years of the Lease Term.

   (e) TTERTT Associates will be responsible for the costs of
       repair, maintenance and replacement of all internal and
       external structural parts of the headquarters

                         Lease Amendments

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells Judge Rhodes that the Debtors have continued to
assess their operational needs and have determined that they
require 9,000 square feet of more space than originally
anticipated.  TTERTT Associates, LLC, has agreed to amend the
Headquarters Lease to provide the Debtors with the necessary
additional space for an $8,000 additional monthly rent cost.

The Debtors ask the U.S. Bankruptcy Court for the Eastern District
of Michigan for authority to enter into the Amendment.  The
Debtors further ask the Court to approve certain procedures to the
extent they require further amendments to the Headquarters Lease.

The Debtors will file with the Court and serve on major parties
in interest in the case any proposed amendment.  If no objections
are filed with the Court and received by (a) the Debtors, (b) the
agents for the Debtors' senior, secured lenders and (c) the
Official Committee of Unsecured Creditors within 10 days after
the proposed amendment is filed, a proposed order approving the
amendment will be submitted to the Court.

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


CROWN HOLDINGS: Balance Sheet Upside-Down by $213MM at March 31
---------------------------------------------------------------
Crown Holdings, Inc. (NYSE:CCK) disclosed its financial results
for the first quarter ended March 31, 2006.

Net sales in the first quarter rose to $1.579 billion, up 3.3%
over the $1.529 billion in the first quarter of 2005.  The
European Division's net sales grew 4.5% to $832 million, the
Americas Division's net sales were up 0.7% to $637 million, and
the Asia Division's net sales increased 10.0% to $110 million.

First quarter gross profit was up 1.1% to $184 million over the
$182 million in the 2005 first quarter.  As a percentage of net
sales, gross profit declined to 11.7% in the first quarter
compared to 11.9% in the first quarter last year.  The decline was
primarily driven by the impact of higher raw material cost and
weaker foreign currencies.

Segment income (defined by the Company as gross profit less
selling and administrative expense) grew to $101 million in the
first quarter, up 3.1% over the $98 million in the 2005 first
quarter.  Segment income as a percentage of net sales was 6.4% in
both periods.

Commenting on the quarter, John W. Conway, Chairman and Chief
Executive Officer, stated, "Considering the substantial raw
material price increases impacting our business in the first
quarter, we are pleased with the result achieved.

"We have announced selling price increases to pass through these
higher input costs and we expect this to be reflected in increased
revenues throughout the year.  Unit volumes were firm in this
seasonally smaller first quarter."

"During the quarter, we announced plans to build on our 30 years
of experience in Southeast Asia and construct a beverage can plant
in the fast growing Cambodian market.

"We also announced that we are increasing our capability to
manufacture specialty beverage cans in North America to meet
demand.  These actions demonstrate our commitment to grow with our
customers around the world, and at the same time, supply them with
the innovative packaging they need to distinguish their products
on the shelf and build brand equity with consumers.

"As we move further in 2006, Crown remains well positioned to
further leverage our worldwide manufacturing expertise and
platform as well as our industry leading research and development
capability," Mr. Conway added.

Interest expense in the first quarter was $67 million compared
to $94 million in the first quarter of 2005.  The decrease
reflects the impact of lower average debt outstanding and lower
average interest rates.

The Company's free cash flow improved by $85 million primarily due
to lower interest payments and less working capital offset by
higher capital spending.

During the quarter, the Company recorded a net charge of
$10 million primarily related to the restructuring of our Spanish
food can operation and expensing stock options as required under
FAS 123R.

In last year's first quarter, the Company reported a net charge of
$17 million related to a net loss on the remeasurement of foreign
currency exposures in Europe partially offset by a net gain on the
sale of assets.

Net income from continuing operations in the first quarter was
$7 million compared to a net loss from continuing operations of
$18 million in the first quarter of 2005.

Crown Holdings, Inc. -- http://www.crowncork.com/-- through its
affiliated companies, supplies packaging products to consumer
marketing companies around the world.  World headquarters are
located in Philadelphia, Pennsylvania.

At March 31, 2006, the Company's balance sheet showed a
$213 million equity deficit from a $228 million positive equity at
March 31, 2005.


CURATIVE HEALTH: Ernst & Young Raises Going Concern Doubt
---------------------------------------------------------
Ernst & Young LLP expressed substantial doubt about Curative
Health Services, Inc.'s ability to continue as a going-concern
after it audited the Company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's default on its outstanding debt obligations in 2005 and
its subsequent Chapter 11 bankruptcy filing in March 2006.

In its annual report for the year ended Dec. 31, 2005 on Form
10-K, submitted to the Securities and Exchange Commission on April
11, 2006, Curative reported a $101,592,000 net loss on
$261,059,000 of revenues, as compared to a $141,405,000 net loss
on $224,980,000 of revenues in the prior year.

The Company's balance sheet at Dec. 31, 2005, showed $169,288,000
in total assets and $263,621,000, in total liabilities, resulting
in a stockholders' deficit of $94,333,000.

The Company's debts include $185 million of Senior Notes and a
$26.3 million revolving credit facility with General Electric
Capital Corporation.  Working capital deficit was $156.9 million
at Dec. 31, 2005, compared to working capital of $50.8 million at
Dec. 31, 2004.

Curative Health formed a special committee and hired a financial
advisor in August 2005 to assist in evaluating the financial
alternatives available given its significant debt and continuing
losses.

On Nov. 1, 2005, the Company was required to make an interest
payment in the amount of approximately $9.9 million to the Senior
Noteholders.  The Company failed to make the payment deadline on
Nov. 30, 2005, triggering a default under its credit facility with
GECC.

On Dec. 2, 2005, the Company reached an agreement with the Ad Hoc
Committee on the general terms of a financial restructuring and
entered into a Plan Support Agreement. The financial
restructuring, as contemplated by the Plan Support Agreement and
the Plan, is designed to:

     a) de-leverage the Company's balance sheet;

     b) provide substantial liquidity to conduct business
        operations;

     c) ensure that business operations are unaffected by the
        Chapter 11 Cases and that the Company is able to retain
        existing management and employees; and

     d) provide the greatest return to creditors.

Under the Plan Support Agreement, the Senior Noteholders party
agreed to forbear from exercising remedies with respect to any
defaults arising under the Senior Notes.  The Plan Support
Agreement will terminate on July 31, 2006.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?818

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.


DANA CORP: Amends DIP Financing Pact, Extends Payment Deadline
--------------------------------------------------------------
In a regulatory filing with the Securities and Exchange Commission
on April 13, 2006, Dana Corporation disclosed that it entered into
amendments to its Senior Secured Superpriority Debtor-in-
Possession Credit Agreement with Citicorp North America, Inc.,
Bank of America, N.A. and JPMorgan Chase Bank, N.A.

Amendment No. 1 to the Credit Agreement provides, among other
things, that all of the loans and other obligations under the
Credit Agreement will be due and payable on the earlier of:

    (i) 24 months -- instead of 18 months -- after the effective
        date of the Credit Agreement; or

   (ii) the consummation of a plan of reorganization under the
        Bankruptcy Code.

Amendment No. 2 to the Credit Agreement provides, among other
things, that interest on the term loan facility under the Credit
Agreement will accrue, at Dana's option, either at the London
interbank offered rate plus a 2.25% per annum margin, or the
prime rate plus a 1.25% per annum margin.

The Credit Agreement had provided that interest on the term loan
facility would accrue, at Dana's option, either at LIBOR plus a
3.25% per annum margin, or the prime rate plus a 2.25% per annum
margin.

As reported in the Troubled Company Reporter on Mar. 30, 2006,
the U.S. Bankruptcy Court for the Southern District of New York
entered an order for final approval of the Credit Agreement.

As a result, Dana may borrow up to $750,000,000 under the
revolving credit facility, of which $400,000,000 will be available
for the issuance of letters of credit, and $700,000,000 under the
term loan facility.

Availability under the revolving credit facility is subject to a
borrowing base that includes advance rates relating to the value
of Dana's inventory and accounts receivable.

On March 30, 2006, Dana borrowed $700,000,000 under the term loan
facility and used the proceeds to refinance its prepetition
revolving credit facility and pay certain other prepetition
obligations, as well as working capital and general corporate
expenses.

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Corinne Ball, Esq., and
Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  When the Debtors filed for protection
from their creditors, they listed $7.9 billion in assets and
$6.8 billion in liabilities as of Sept. 30, 2005.  (Dana
Corporation Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


DANA CORP: Gets Final Court Approval to Hire Jones Day as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Dana Corporation and its debtor-affiliates final authority to
employ Jones Day as their counsel, nunc pro tunc to the Debtors'
bankruptcy petition date.

Jones Day is one of the largest law firms in the world, with a
natural and international practice, and has substantial
experience in virtually all aspects of the law that may arise in
the Debtors' Chapter 11 cases, including bankruptcy, corporate,
employee benefits, environmental, finance, intellectual property,
labor and employment, litigation, mergers and acquisitions, real
estate, securities and tax expertise.

Jones Day's Business Restructuring and Reorganization practice
group consists of approximately 100 attorneys.  The firm's
restructuring lawyers have played significant roles in several
billion-dollar Chapter 11 cases.

As reported in the Troubled Company Reporter on Mar. 16, 2006,
Jones Day has represented some of the Debtors on a wide variety
of matters for the past 30 years.  The firm assisted the Debtors
with their restructuring efforts and their preparations to
commence their Chapter 11 cases.  Thus, Jones Day has developed a
substantial knowledge regarding the Debtors.

As counsel, Jones Day will:

   (a) advise the Debtors of their rights, powers and duties as
       debtors and debtors-in-possession continuing to operate
       and manage their businesses and properties under Chapter
       11 of the Bankruptcy Code;

   (b) prepare on the Debtors' behalf all necessary and
       appropriate applications, motions, proposed orders, other
       pleadings, notices, schedules and other documents, and
       reviewing all financial and other reports to be filed in
       their Chapter 11 cases;

   (c) advise the Debtors concerning, and preparing responses to,
       applications, motions, other pleadings, notices and other
       papers that may be filed by other parties in their Chapter
       11 cases;

   (d) advise the Debtors with respect to, and assisting in the
       negotiation and documentation of, financing arrangements
       and related transactions;

   (e) review the nature and validity of any liens asserted
       against the Debtors' property and advising the Debtors
       concerning the enforceability of those liens;

   (f) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit of
       their estates;

   (g) advise and assist the Debtors in connection with any
       potential property dispositions;

   (h) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments and rejections
       and lease restructurings and recharacterizations;

   (i) advise the Debtors in connection with the formulation,
       negotiation and promulgation of a plan or plans of
       reorganization, and related transactional documents;

   (j) assist the Debtors in reviewing, estimating and resolving
       claims asserted against the Debtors' estates;

   (k) commence and conduct litigation necessary and appropriate
       to assert rights held by the Debtors, protect assets of
       the Debtors' Chapter 11 estates or otherwise further the
       goal of completing the Debtors' successful reorganization;

   (l) provide non-bankruptcy services for the Debtors to the
       extent requested by the Debtors; and

   (m) perform all other necessary and appropriate legal services
       in connection with the Debtors' Chapter 11 cases.

Jones Day will bill the Debtors based on its professionals'
hourly rates.  The professionals expected to spend significant
time on the Debtors' Chapter 11 cases and their hourly rates are:

   Name                   Location     Position    Billing Rate
   ----                   --------     --------    ------------
   Corinne Ball           New York     Partner         $825
   Brett P. Barragate     Cleveland    Partner         $400
   Robert L. Cunningham   New York     Partner         $725
   Jeffrey B. Ellman      Atlanta      Partner         $625
   Richard H. Engman      New York     Partner         $575
   Heather Lennox         Cleveland    Partner         $625
   Erica M. Ryland        New York     Partner         $650
   Ross S. Barr           New York     Associate       $330
   Brett J. Berlin        Atlanta      Associate       $355
   Carl E. Black          Cleveland    Associate       $405
   Eric R. Goodman        Cleveland    Associate       $210
   Robbin Rahman          Atlanta      Associate       $280
   Veerle N. Roovers      New York     Associate       $430
   Ryan T. Routh          Cleveland    Associate       $380
   Thomas A. Wilson       Cleveland    Associate       $230
   Mary E. Hemann         Cleveland    Associate       $145

On Feb. 17, 2006, the Debtors provided Jones Day with a
$750,000 advance payment to establish a retainer to pay for legal
services.  The Debtors replenished and maintained the Initial
Deposit through the provision of subsequent deposits:

          Date of                 Amount of
          Replenishing            Replenishing
          Deposits                Deposits
          ------------            ------------
          February 23, 2006           $521,967
          February 28, 2006           $779,016
          March 2, 2006             $1,007,533

As of the Petition Date, $750,000 of the Retainer remained
unapplied.

The Debtors also made payments to Jones Day aggregating $661,455
during the period January 1, 2005, through the Petition Date.

The firm said it will seek reimbursement of actual and necessary
out-of-pocket expenses.  It intends to maintain detailed,
contemporaneous time records and apply to the Court for payment
of compensation and reimbursement of expenses.

Ms. Ball told the Court that Jones Day has performed and will
continue to perform services for certain non-debtor Dana
Companies.  The firm intends to bill these entities separately.

Ms. Ball assured the Court that Jones Day is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code and
as required by Section 327(a) of the Bankruptcy Code.

Ms. Ball disclosed that some creditors and other parties-in-
interest currently employ or have formerly employed Jones Day in
matters unrelated to the Debtors or their Chapter 11 cases.  A
copy of that Schedule is available for free at
http://ResearchArchives.com/t/s?690

                      About Dana Corporation

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


DANA CORP: Gets Final Okay to Hire Pachulski as Conflicts Counsel
-----------------------------------------------------------------
On a final basis, the U.S. Bankruptcy Court for the Southern
District of New York gave Dana Corporation and its debtor-
affiliates authority to employ Pachulski Stang Ziehl Young Jones &
Weintraub LLP as their conflicts counsel in their Chapter 11
cases.

As reported in the Troubled Company Reporter on Mar. 21, 2006,
the Debtors selected Pachulski because of:

   (i) its extensive experience and knowledge in the field
       of debtors' and creditors' rights and business
       reorganizations under Chapter 11;

  (ii) its expertise, experience and knowledge practicing before
       the Court; and

(iii) its familiarity with the potential legal issues that may
       arise in the context of the Debtors' Chapter 11 cases.

According to Michael L. DeBacker, Esq., vice president, general
counsel and secretary of Dana Corp., told the Court that Pachulski
will handle matters which are not appropriately handled
by general bankruptcy counsel because of a potential conflict of
interest or, alternatively, which can be more efficiently handled
by the firm as the Debtors or general bankruptcy counsel may
request.

This will ensure that matters are properly handled by counsel and
will reduce the overall expense of their Chapter 11 cases by
avoiding unnecessary litigation, Mr. DeBacker avered.

The Debtors will pay Pachulski on an hourly basis, subject to
these rates:

       Professional           Hourly Rate
       ------------           -----------
       Partners               $395 to $725
       Associates             $295 to $355
       Paraprofessionals      $135 to $185

The Debtors will also reimburse the firm for necessary out-of-
pocket expenses.

The principal attorneys and paralegals designated to represent
the Debtors are:

     Employee                       Hourly Rate
     --------                       -----------
     Dean Ziehl                         $675
     Robert Feinstein                   $675
     Debra Grassgreen                   $525
     Alan Kornfeld                      $525
     Linda Cantor                       $475
     Denise Harris                      $185

Mr. Ziehl, a partner at Pachulski, assured the Court that the
firm does not hold or represent any interest adverse to the
Debtors' estates, and is a "disinterested person" as that phrase
is defined in Section 101(14) of the Bankruptcy Code.

Mr. Ziehl disclosed that Pachulski currently represents three
parties-in-interest in matters not related to the Debtors' cases:

(A) Pachulski is co-counsel to Federal-Mogul Corporation and
     its affiliates in their Chapter 11 cases, pending before
     the United States Bankruptcy Court for the District of
     Delaware.  Certain of the Federal-Mogul debtors were
     involved in a dispute with certain of the Debtors or their
     affiliates, which led to a settlement agreement that was
     approved by the Delaware Court.  While Sidley & Austin or
     other outside counsel handled all substantive legal issues,
     Pachulski simply performed an administrative function in
     connection with the litigation and the settlement.

(B) Pachulski is co-counsel to J.L. French Corporation and its
     affiliates in their Chapter 11 cases pending before the
     Delaware Bankruptcy Court.

(C) Pachulski is counsel to Murray Inc., and its affiliates in
     their Chapter 11 cases, pending in the U.S. Bankruptcy Court
     for the Middle District of Tennessee.  Dana Corp. or one of
     its affiliates is a defendant in an adversary proceeding
     brought by Murray, to recover a preferential transfer.  Mr.
     Ziehl assures Judge Lifland that Pachulski will withdraw
     From the adversary proceeding and its co-counsel, Bass,
     Berry & Sims PLC, will handle the matter exclusively.

                      About Dana Corporation

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


DELTA AIR: Amends Credit Facilities with General Electric Capital
-----------------------------------------------------------------
Delta Air Lines, Inc., disclosed in a Form 8-K report filed with
the U.S. Securities and Exchange Commission on March 31, 2006,
that it entered into an amendment with General Electric Capital
Corporation to three credit facilities - the Spare Engines Loan,
Aircraft Loan, and Spare Parts Loan -- and a reimbursement
agreement.

GECC issued $403,000,000 irrevocable, direct-pay letters of credit
to pay the principal and interest under the:

   (i) $295,000,000 tax-exempt special facility bonds issued by
       the Development Authority of Clayton County to refinance
       the construction cost of certain facilities leased to the
       Debtors at Hartsfield-Jackson Atlanta Int'l Airport; and

  (ii) $102,000,000 tax exempt special facility bonds issued by
       other municipalities to refinance the construction cost of
       certain facilities leased to the Debtors at Cincinnati/
       Northern Kentucky International Airport, Salt Lake City
       International Airport, and Tampa International Airport.

The Debtors agreed to reimburse GECC for drawings made on the
L/Cs.  Pursuant to the Reimbursement Agreement, if a drawing
under an L/C is made to pay the purchase price of Bonds tendered
for purchase and not remarketed, the resulting reimbursement
obligation to GECC will bear interest at a base rate or three-
month LIBOR plus a margin.  The principal amount of any
outstanding reimbursement obligation will be repaid quarterly
through May 20, 2008, the expiry date of the L/Cs.

The Debtors are also indebted to GECC on account of 8.95% Notes
due in installments from 2006 to July 7, 2011, under the Three
Credit Facilities:

    Credit Facility                    Amount
    ---------------                    ------
    Spare Engines Loan             $198,000,000
    Aircraft Loan                   134,000,000
    Spare Parts Loan                293,000,000
                                   ------------
          Total                    $625,000,000

The Debtors' obligations under the Three Credit Facilities and
the Reimbursement Agreement are secured by:

   (1) nine B767-400 and three B777-200 aircraft;

   (2) 93 spare Mainline aircraft engines; and

   (3) certain other assets, including substantially all of the
       Debtors' Mainline aircraft spare parts.

The Reimbursement Agreement contains a minimum collateral value
test, which the Debtors will not satisfy if:

   (i) their payable amounts under the Agreement on March 20,
       2006, is more than 60% of the appraised value of the
       aircraft collateral; and

  (ii) on or before May 19, 2006, they have not either provided
       additional collateral to GECC in the form of cash or
       aircraft or caused a reduction in the Debtors' Aggregate
       Obligations.

Pursuant to the Amendments, the expiration date of the L/Cs is
extended from 2008 to 2011, and the Collateral Value Test is
eliminated.

In exchange, GECC is granted the right, exercisable until
March 30, 2007, to lease up to an additional 15 CRJ-200 aircraft
to the Debtors.

GECC may exercise the put rights only after providing the Debtors
with prior written notice, and no more than three of the Aircraft
may be scheduled for delivery in the same month.  The terms of
the leases will range between 108 months and 172 months, as
determined by GECC, and lease rates will be based on the date of
manufacture of the Aircraft.

The Debtors expect that the lease payments for the Aircraft will
aggregate $215,000,000 over the maximum 172-month term and that
the lease payments approximate current market rates.  As of
March 31, 2006, GECC has exercised put rights with respect to
three of the Aircraft.  The Debtors have rights to sublease the
Aircraft.

The Collateral Pool now secures:

   (1) the Three Credit Facilities;

   (2) 12 leases for CRJ-200 aircraft the Debtors previously
       entered into with GECC; and

   (3) leases of the 15 Aircraft GECC may lease to the Debtors;
       and

   (4) the Reimbursement Agreement.

                      About Delta Air Lines

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


DELTA AIR: Allegheny Airport Authority Concedes to Lease Rejection
------------------------------------------------------------------
Pursuant to stipulation approved by the U.S. Bankruptcy Court for
the Southern District of New York, the Allegheny County Airport
Authority conceded to Delta Air Lines, Inc.'s request to reject
their Airline-Operating Agreement, dated April 26, 1989.

The Parties entered into a new signatory agreement, which became
effective April 1, 2006.

                   Airport Facility Lease

As reported in the Troubled Company Reporter on Mar. 14, 2006, the
Debtors asked the Court to allow them to reject their lease with
the County of Allegheny governing their use and occupancy of
various airport facilities at Pittsburgh International Airport,
effective Apr. 1, 2006.

The Debtors told the Court that they and the County of Allegheny
were parties to an Airline-Operating Agreement and Terminal
Building Lease, dated April 26, 1989.  The Debtors say that as
part of their ongoing restructuring efforts, they reviewed space
and facilities requirements at airports and, where appropriate,
took steps to reduce excess airport facilities.

The Debtors have determined that certain leased facilities at the
Pittsburgh Airport are not required for their current operations,
including:

   -- Gate 76 and related hold room and ramp areas;
   -- certain lower level operations space;
   -- a baggage service office;
   -- certain ticket counter space; and
   -- unfinished club room space.

Pursuant to Section 554(a) of the Bankruptcy Code, the Debtors
also sought the Court's permission to abandon a millwork located
in the vacated premises, including a gate podium at Gate 76 and
certain other millwork in the vacated baggage service office and
ticket counter space.  The Expendable Property is of
inconsequential value and of no benefit to the estates.

                  About Delta Air Lines

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


DENBURY RESOURCES: Plans to Sell $125 Million of Common Stock
-------------------------------------------------------------
Denbury Resources Inc. (NYSE:DNR) will sell $125 million of its
common stock to underwriters in a block trade.  Closing is
expected to occur on or about April 25, 2006.

Denbury will use the net proceeds to repay the current borrowings
under the Company's bank credit facility, which are currently
$120 million, the majority of which was incurred to partially fund
its $248 million acquisition of three properties in January 2006.

The underwriter will have the option to purchase up to an
additional $18.75 million of common stock at the same price for
30 days.

J.P. Morgan Securities Inc. will serve as underwriter for the
offering.  When available, copies of the prospectus supplement and
accompanying prospectus may be obtained from:

     J.P. Morgan Securities Inc.
     Attn: Prospectus Department
     One Chase Manhattan Plaza, Floor 5B
     New York, NY 10081
     Tel: (212) 552-5164

Denbury Resources, Inc. -- http://www.denbury.com/-- is a growing
independent oil and gas company.  The Company is the largest oil
and natural gas operator in Mississippi, owns the largest reserves
of CO2 used for tertiary oil recovery east of the Mississippi
River, and holds key operating acreage in the onshore Louisiana
and Texas Barnett Shale areas.  The Company increases the value of
acquired properties in its core areas through a combination of
exploitation drilling and proven engineering extraction practices.

                           *     *     *

Denbury Resources, Inc.'s 7-1/2% Senior Subordinated Notes due
2013 carry Moody's Investors Service's and Standard & Poor's
single-B rating.


DIVERSIFAX INC: Pender Newkirk Raises Going-Concern Doubt
---------------------------------------------------------
Pender Newkirk & Company LLP expressed substantial doubt about
DiversiFax, Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Nov. 30, 2005 and 2004.  The auditing firm pointed to the
Company's $14 million accumulated deficit and negative working
capital at Nov. 30, 2005.  The Company also has significant
indebtedness to an officer and shareholder.

DiversiFax incurred a $33,400 net loss on $1,023,476 of revenues
for the fiscal year ended Nov. 30, 2005, compared to an $18,035
net income on $751,963 of revenues in the prior year.

The Company's balance sheet at Nov. 30, 2005, showed $194,508 in
total assets and $2,953,198 in total liabilities, resulting in a
stockholders' deficit of $2,758,690.

A full-text copy of the Company's fiscal 2005 annual report on
Form 10-K ,submitted to the Securities and Exchange Commission, is
available for free at http://researcharchives.com/t/s?815

Headquartered in Sarasota, Florida, DiversiFax, Inc. --
http://www.diversifax.com/-- owns and operates coin and debit
card pay-per-copy photocopy machines, microfilm reader-printers,
and accessory equipment.  The company, through its subsidiary,
IMSG Systems, Inc., provides self-service coin and card reader
operated photocopy machines in colleges, universities, libraries,
courthouses, government agencies, pharmacies, and other retail
establishments throughout the eastern United States.  Another
wholly owned subsidiary, DiversiFax Information Services, Inc.,
provided the Smart Switch(TM), a computerized switching device
used in the public facsimile business.


DYNEGY INC: Completes New $670 Million Revolving and Term Facility
------------------------------------------------------------------
Dynegy Holdings Inc., a wholly owned subsidiary of Dynegy Inc.
(NYSE:DYN) can now borrow up to $670 million amended senior
secured credit facility.

The new facility amends, restates and increases the $400 million
revolving credit facility that was amended on March 6, 2006.

The $470 million revolving credit portion of the facility matures
in April 2009.  The $200 million term portion of the facility
matures in January 2012.

                    Terms of the New Facility

Under the new facility, revolving credit loans will bear interest
at the relevant Eurodollar rate plus a current ratings based
margin of 175 or the base rate plus a current ratings based margin
of 75 basis points.

These margins will decrease upon meeting specified improvements in
credit ratings for the facility.  Under the previous facility,
loans incurred interest at the relevant Eurodollar rate plus a
margin of 200 basis points or the base rate plus a margin of 100
basis points.

The term portion of the facility will bear interest at the
relevant Eurodollar rate plus a ratings based margin of 150 to 175
basis points (currently 175 basis points) or the base rate plus a
ratings based margin of 50 or 75 basis points (currently 75 basis
points).

The revolving credit facility, which is currently undrawn, is
available for general corporate purposes and letters of credit,
subject to the letter of credit commitments of the issuing banks
(currently $400 million).

The term credit facility has been fully drawn and the proceeds
placed in a collateral account to support the issuance of letters
of credit.

The lead arrangers for the new facility are Citigroup Global
Markets Inc. and J.P. Morgan Securities Inc.

Based in Houston, Texas, Dynegy Inc. -- http://www.dynegy.com/--  
produces and sells electric energy, capacity and ancillary
services in key U.S. markets.  The company's power generation
portfolio consists of more than 12,800 megawatts of baseload,
intermediate and peaking power plants fueled by a mix of coal,
fuel oil and natural gas.

                           *     *     *

As reported in the Troubled Company Reporter on April 11, 2006,
Moody's Investors Service assigned a Ba3 rating to Dynegy Holdings
Inc.'s $600 million senior secured bank facility.  Moody's says
the rating outlook is stable.


FEDERAL-MOGUL: March 31 Balance Sheet Upside-Down by $2 Billion
---------------------------------------------------------------
Federal-Mogul Corporation (OTCBB:FDMLQ) reported its financial
results for the three months ended March 31, 2006.

Net sales of $1.6 billion for the quarter ended March 31, 2006,
decreased by $33 million compared to the first quarter of 2005.

Gross margin of $285 million for the quarter increased by
$10 million over the first quarter of 2005 despite unfavorable
foreign currency effects of $9 million.

The Company reported a net loss for the three months ended
March 31, 2006, of $68.4 million compared to $48.3 million for
the same period of 2005.

At March 31, 2006, the Company's balance sheet showed a
stockholders' equity deficit of $2.494 billion, compared to a
$2.433 billion equity deficit at March 31, 2005.

"Federal-Mogul continues to progress toward emergence from U.K.
Administration and Chapter 11 in the U.S.  Despite challenging
market conditions, for the quarter ended March 31, 2006, the
Company increased net sales, excluding foreign exchange, improved
EBITDA to $146 million and generated positive cash inflows of
$31 million, $76 million better than the comparable period of
2005," Chairman, President and CEO Jose Maria Alapont, said.

"We remain focused on the implementation of our global profitable
growth strategy, providing world-class customer service and
leading products and technology at competitive cost."

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.


FORD MOTOR: Proposed Plant Closures to Cost $2.4 Billion
--------------------------------------------------------
Ford Motor Company expects to record an estimated $2.4 billion in
special charges in connection with the automaker's plans to idle
and cease production at its Twin Cities Assembly Plant in St.
Paul, Minnesota, and its Norfolk Assembly Plant in Norfolk,
Virginia.

The special charges will cover approximately $1.7 billion of costs
related to the expected layoffs and attendant jobs bank benefits.
Under the provisions of Ford's collective bargaining agreements,
the Company is required to pay idled workers who meet certain
conditions, substantially all of their wages and benefits for the
term of the current agreements.  The Company will offer voluntary
termination packages to idled workers to avoid paying these
benefits.

In addition, associated with the employee-related costs is a non-
cash pre-tax charge of approximately $425 million related to a
pension curtailment.  Associated with the idling of the plants is
a pre-tax charge of approximately $280 million, primarily non-
cash, of other facility related costs.

As reported in the Troubled Company Reporter on April 18, 2006,
The Norfolk plant, which opened in 1925, currently employs 2,275
hourly and 158 salaried workers.  The Twin Cities plant, which
also opened in 1925, employs 1,750 hourly and 135 salaried
workers.  These staff reductions are part of the 25,000 - 30,000
job workforce reduction announced as part of the "Way Forward"
plan.

Under the "Way Forward" plan, Ford expects to idle 14
manufacturing facilities by 2012, including seven vehicle assembly
plants, in its North American automotive operations.  The move is
anticipated to reduce the Company's workforce by 25,000 to 30,000
people during the period 2006 through 2012.

In addition to the Twin Cities Assembly Plant and the Norfolk
Assembly Plant, the other facilities that the Company previously
announced would be idled are: the St. Louis Assembly Plant; the
Atlanta Assembly Plant; the Wixom Assembly Plant; the Windsor
Casting Plant; and the Batavia Transmission Plant.  Production at
the Company's St. Thomas Assembly Plant will be reduced to one
shift.  The actions will reduce Ford's North American assembly
capacity by 1.2 million units, or 26%, by the end of 2008.

                         About Ford Motor

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

                          *     *     *

As reported on March 15, 2006, Fitch Ratings downgraded the Issuer
Default Rating of Ford Motor Company and Ford Motor Credit Company
to 'BB' from 'BB+'.

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

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


FUNCTIONAL RESTORATION: Taps Xroads as Financial Advisor
--------------------------------------------------------
Functional Restoration Medical Center, Inc., asks the U.S.
Bankruptcy Court for the Central District of California for
permission to employ XRoads Solutions Group, LLC, as its financial
advisor.

XRoads Solutions will:

   a. assist the Debtor in preparing operating budgets and cash
      forecasts;

   b. analyze and advise the Debtor on restructuring
      alternatives;

   c. assist the Debtor and its legal counsel, SulmeyerKupetz,
      P.C., in negotiations with the Debtor's creditor
      constituencies;

   d. assist the Debtor in the sale of assets;

   e. assist the Debtor and counsel in the preparation of
      schedules, statements of financial affairs, monthly
      operating reports, and other reports for the Court and the
      U.S Trustee;

   f. manage claims, including analysis and reconciliation of
      unsecured claims, identification and analysis of claims for
      objection, providing documentation to support objections,
      and providing analysis and support as requested by the
      counsel; and

   g. submit a 30-day work plan to the counsel starting on the
      second month of retention, and perform the projects set
      forth in the work plan.

The Debtor tells the Court that for the first month of the Firm's
services, the Debtor will pay the Firm a flat fee of $40,000 for
no less than 400 hours of work.  Accordingly, the Firm will charge
an effective blended rate of $100 per hour, or less.

The Debtor discloses that for the second and subsequent months,
the Debtor will pay the Firm a monthly fee of $40,000 and the Firm
will make its personnel available for at least 175 hours per
month.  The Debtor will pay the Firm a rate of $275 per hour if
the Firm's personnel performs more than 175 hours in any month.

John F. Walters, a principal at XRoads Solutions, assures the
Court that the Firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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


GENERAL MOTORS: First Quarter Sales Rise 4.4%
---------------------------------------------
Strong sales performance in General Motors Corp.'s Asia Pacific
and Latin America regions during the first three months of 2006
helped the Company sell more than 2.2 million vehicles globally, a
4.4% increase compared with the same period in 2005.  GM sales
outside of its North America region grew 15.9%, up 148,000
vehicles, more than twice the industry growth rate of 7.4%.

"Our strong global sales performance during the first quarter was
fueled by the growth of GM's global brands - Chevrolet, HUMMER,
Saab and Cadillac - in key markets," says GM Chairman and CEO Rick
Wagoner.

"These brands account for one out of every two GM vehicles sold
globally and complement our well known regional brands like Opel,
GMC and Holden."

Chevrolet sales in Asia Pacific, the industry's second-largest
region, grew 62% compared with year-ago levels.  The brand's
performance dramatically outpaced the region's industry growth
rate of 9%. Chevrolet sales in China, up 180%, and India, up
19.3%, powered much of this growth.

In Latin America - a traditional Chevrolet stronghold - sales grew
27.4% compared with the same period a year ago and compared to an
industry growth rate of 19%.  Chevrolet's sales performance in
Argentina, up 18%, Brazil, up 26.8%, and Venezuela, up 57%,
accounted for most of this growth.

Chevrolet sales in Europe also contributed to the brand's solid
first-quarter results, growing 8.1% compared with regional growth
of 4.5%.  Chevrolet sales in Russia grew 23% over the same period
last year.

The introduction of the Chevrolet Captiva compact SUV later this
year in Europe, Asia, Latin America and the Middle East is
expected to bolster the brand's global sales performance in these
markets.

Chevrolet sales in North America were down slightly; however
demand for Chevrolet's recently launched vehicles, including the
all-new 2007 Tahoe full-size SUV, HHR retro wagon and mid-size
Impala sedan, exceeded expectations.

GM's global premium brands - HUMMER, Saab and Cadillac - also
enjoyed global growth.

Strong reception of HUMMER's H3 mid-size SUV helped the brand grow
sales by 202% over last year.  Much of its growth occurred in the
United States, up 185%; however, HUMMER also achieved solid sales
performances in Canada, Dubai and Saudi Arabia.  In the United
States, the H3 widened its sales lead in the entry luxury utility
segment, capturing over 70% of the segment so far this year.
Further growth is expected outside North America with the
availability of a left-hand-drive version of the H3, which will be
produced in South Africa later this year.

Saab sales continue to accelerate at a record-breaking pace, with
all-time volume records achieved globally and in Europe for the
first quarter of 2006.  Worldwide Saab sales increased 23.2%
against the same period last year, built on strong performances in
Europe, up 27.7%, and the United States, up 12%, due in part to
the launch of a top-of-the-line 2.8 V6 turbo engine and the Saab
9-5 BioPower in Sweden, where it is the best-selling
environmentally-friendly ethanol vehicle.

Sales of Cadillac outside of the United States grew 19.4% in the
first quarter, supported by strong growth of the brand in
Canada,32%, and China, 246%.  Cadillac expects a further boost in
the second quarter with broader availability of the all-new
Escalade around the globe and the all-new Cadillac BLS luxury
sedan, which launched in Europe in early April.

                        About General Motors

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

                          *     *     *

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

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

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

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


GT BRANDS: Files Disclosure Statement & Liquidation Plan
--------------------------------------------------------
GT Brands Holdings LLC and its debtor-affiliates delivered a
disclosure statement explaining their Chapter 11 Plan of
Liquidation to the U.S. Bankruptcy Court for the District of
Colorado on April 10, 2006.

The Court has scheduled a hearing on May 18, 2006, 11:00 a.m., to
consider the adequacy of the Debtor's Disclosure Statement.

                       Overview of the Plan

The Plan provides for the distribution of the cash proceeds to the
holders of Administrative Expense Claims, Priority Tax Claims,
Priority Non-Tax Claims and Other Secured Claims of 100% of the
Allowed amount of those Claims.

The Plan also provides for the Pro Rata distribution to holders of
Allowed Senior Lender Secured Claims of substantially all of the
Debtors' remaining assets constituting Collateral securing Allowed
Senior Lender Secured Claims, other than the affiliate Debtors
Carve-Out Fund, the Asset Recovery Fund, the Plan Operations Fund,
the Company Causes of Action and Company Avoidance Actions, and a
partial interest in the affiliate Debtors Avoidance Actions.

                        Treatment of Claims

Under the Plan, Holders of Allowed Administrative Expense Claims
will be paid in full and will receive either:

   a) an amount in cash equal to that Allowed Administrative
      Expense Claim, or

   b) lesser amount as the holder of that Allowed Administrative
      Expense Claim and the Debtors or the Plan Administrator.

Holders of Allowed Priority Tax Claims will receive deferred cash
payments over a period not exceeding six years from the date of
assessment of Allowed Priority Tax Claim.

Priority Non-Tax Claims will receive an amount in cash equal to
Allowed amount of that Priority Non-Tax Claim.

Senior Lender Secured Claims will receive the holder's Pro Rata
share of

   1) all Cash held by the Plan Administrator in excess of the
      cash:

      a) necessary to pay holders of Allowed Administrative
         Expense Claims, Allowed Priority Claims and Allowed Other
         Secured Claims (to the extent not paid by surrender of
         the Collateral securing any Allowed Other Secured Claim)
         on the Effective Date, and

      b) utilized to establish the Disputed Claims Reserves
         (except the Disputed General Unsecured Claims Reserve),
         the affiliate Debtors Carve-Out Fund, the Asset Recovery
         Fund and the Plan Operations Fund;

   2) partial ownership interest in the affiliate Debtors
      Avoidance Actions (thereby entitling holders of Allowed
      Senior Lender Secured Claims to a portion of the proceeds
      distributed in connection with the Affiliate Debtors
      Avoidance Actions);

   3) 100% ownership interest in the Company Causes of Action and
      the Company Avoidance Actions (provided that the proceeds,
      if any, of Company Avoidance Actions shall be shared with
      the holders of Allowed affiliate Debtors General Unsecured
      Claims); and

   4) 100% ownership interest in the affiliate Debtors Causes of
      Action (thereby entitling holders of Allowed Senior Lender
      Secured Claims to the proceeds distributed in connection
      with the Affiliate Debtors Causes of Action).

Holders of Other Secured Claims will:

   1) receive an amount in Cash equal to Allowed amount of Other
      Secured Claim;

   2) receive the sale or disposition proceeds of the property
      securing Allowed Other Secured Claim, to the extent of
      the value of the Company's or Affiliate Debtors' interest in
      any property, as the case may be;

   3) receive the property securing other Secured Claim; or

   4) receive other distributions as necessary to satisfy the
      requirements of the Bankruptcy Code.

Company General Unsecured claims will recover pro rata share of
the proceeds of the Company Causes of Action and the Company
Avoidance Actions, if any, subject to the enforcement by the
Senior Lenders of the Seller Note Agreement, the Seller Notes and
the Quadrangle Notes.

Old Equity Interest will receive no distribution and will be
cancelled.

A full-text copy of the Debtors' Disclosure Statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=060420051057

Headquartered in New York, New York, GT Brands Holdings LLC,
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  When the Debtors filed
for protection from their creditors, they listed total assets of
$79 million and total debts of $212 million.


HARRY FERRYMAN: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harry E. Ferryman
        aka H.E. Ferryman
        dba Ferryman Enterprises
        9110 Northeast Highway 99
        Vancouver, Washington 98665

Bankruptcy Case No.: 06-40748

Type of Business: The Debtor operates as a general contractor.

Chapter 11 Petition Date: April 13, 2006

Court: Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: John D. Nellor, Esq.
                  Nellor Retsinas Crawford PLLC
                  1201 Main Street
                  P.O. Box 61918
                  Vancouver, Washington 98666
                  Tel: (360) 695-8181
                  Fax: (360) 695-8787

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ramada Worldwide Inc.         Franchise Termination     $500,000
c/o Craig Koster              Ramada Inn - Tacoma
Attorney at Law               Dome Tacoma Sold
100 Mulberry Street           July 2005
Newark, NJ 071024079

Cendent                       Franchise Termination     $361,857
DBA Howard Johnson's          Property turned over
Franchise                     to OCI 10/2005
1 Sylvan Way
Parsippany, NJ 07054

Clark County Treasurer        Property Taxes            $143,231
P.O. Box 9808
Vancouver, WA 98666

Cendendent Corp. Travelodge   Franchise Termination     $135,000
                              Lake Oswego
                              Travelodge
                              15700 Southwest Upper
                              Boones Ferry Road
                              Lake Oswego, OR
                              OCI reclaimed
                              property 10/2005

State of Oregon               Civil Penalties            $10,000
                              (Worker's Compensation)


HEXION SPECIALTY: Raising $86M in Stock Offering to Pay Off Debts
-----------------------------------------------------------------
Hexion Specialty Chemicals Inc. is selling 3,703,704 shares of its
common stock to repay $100 million of its term loan under its new
senior secured credit facilities.

The Company is filing a registration statement for 18,518,519
common shares.  14,814,815 of the Company's shares will be sold by
its parent, Hexion LLC.  Additionally, these underwriters have an
option to purchase a maximum of 2,777,778 additional common shares
from LLC to cover over-allotments of common shares:

   * Credit Suisse;
   * Goldman, Sachs & Co.;
   * JPMorgan;
   * Lehman Brothers;
   * Bear, Stearns & Co. Inc.;
   * Citigroup;
   * Deutsche Bank Securities;
   * Morgan Stanley;
   * UBS Investment Bank;
   * William Blair & Company;
   * KeyBanc Capital Markets.

The Company will not receive any of the proceeds from common
shares sold by LLC, including if the underwriters exercise their
option to purchase additional shares.

The Company expects to net, after deducting underwriting discounts
and other expenses, around $86 million, assuming the common shares
are offered at $27 per share.

In the aggregate, LLC expects to net $380 million, or around
$451 million if the underwriters' option to purchase additional
common shares is exercised in full, assuming the shares are
offered at $27 per share.

                         Dividend Policy

The Company does not currently intend to pay any cash dividends on
its common stock, and instead intend to retain earnings, if any,
for future operations and debt reduction.

The Company's new senior secured credit facilities and the
indentures governing its notes impose restrictions on its ability
to pay dividends.

The Company's ability to pay dividends will depend on, among other
things, its level of indebtedness at the time of the proposed
dividend and whether the Company is in default under any of its
debt instruments.

The Company's common stock has just been approved for listing on
the New York Stock Exchange under the symbol "HXN."

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?7f4

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc. --
http://hexionchem.com/-- combines the former Borden Chemical,
Bakelite, Resolution Performance Products and Resolution Specialty
Materials companies into the global leader in thermoset resins.
With 86 manufacturing and distribution facilities in 18 countries,
Hexion serves the global wood and industrial markets through a
broad range of thermoset technologies, specialty products and
technical support for customers in a diverse range of applications
and industries.  Hexion Specialty Chemicals is owned by an
affiliate of Apollo Management, L.P.

                          *     *     *

Moody's Investors Service placed a B1 rating on Hexion Specialty
Chemicals Inc.'s $675 million guaranteed senior secured credit
facilities ($275 million revolver due 2010 & $400 million term
loan due 2011), and a Caa3 rating to its $350 million preferred
stock, in May 2005.


IDI GLOBAL: Files for Chapter 11 Reorganization
-----------------------------------------------
IDI Global, Inc. (OTC BB: IDIB) and two wholly owned subsidiaries,
Chief Financial, Inc., and IDI Small Business, Inc., and a
subsidiary of Chief Financial, Professional Consulting Services,
Inc., filed a Chapter 11 reorganization proceeding in Salt Lake
City, Utah.

Four subsidiaries that will operate outside of Chapter 11 are:

     * Internet Development, Inc.,
     * IDI Technology, Inc.,
     * Sports Media International, Inc., and
     * Worldwide Recruiting Solutions, Inc.

                        Form 10-K Filing

The Company also filed its 2005 Annual Report on Form 10-KSB
reflecting certain write-downs for impairment on goodwill and a
write-off for a large receivable, which the Company has been
unable to collect.

IDI Global, together with its auditors, determined that certain
assets booked as goodwill on IDI Global's balance sheet have not
been performing and are unlikely to perform in the near future.
Among the non-performing assets requiring impairment are:

     * $1.5 million of goodwill related to Sports Media
       International,

     * approximately $1.8 million of goodwill related to assets
       acquired from HG Marketing, Inc. and Mentoring of America,
       LLC,

     * approximately $1.3 million of goodwill for Chief Financial,
       Inc.,

     * an unpaid receivable from New Connexions, Inc., totaling
       approximately $1.1 million dollars.

Certain smaller write-downs have also been identified and the
appropriate adjustments have been made on IDI Global's financial
statements.  In the aggregate, IDI Global has recognized an
impairment loss on goodwill of $4,791,884.

                 Breach of Agreements Litigation

IDI Global recently responded to a lawsuit commenced by HG
Marketing, Inc. and Mentoring of America, LLC, which asserts
claims against IDI Global and IDI Small Business.  IDI Global has
denied the allegations of MOA and HG and filed counter-claims
asserting that MOA and HG breached agreements between the parties
on numerous occasions.  IDI Global believes that MOA and HG's
actions have caused IDI Global to incur substantial damages,
including the loss of hundreds of thousands of dollars in net
operating income which IDI Global believes MOA and HG
misappropriated and diverted from IDI Global's St. George call
center.

"In January 2005, IDI Global paid MOA and HG $1.8 million dollars
and agreed to issue 4,356,436 shares of IDI Global stock as
consideration for assets purchased from HG, including a continuing
stream of high quality leads for our call centers," Kevin
Griffith, the CEO of IDI Global, said.

"HG and MOA were contractually obligated to provide leads that
would generate at least $150,000 in net income per month for the
first two years after the closing.  However, in February of this
year, HG and MOA stopped performing and took other actions, which
have substantially harmed IDI Global, including taking control of
our St. George call center.

"Because of the significant loss of income caused by these actions
IDI Global has determined that it is in the best interest of the
company to file for Chapter 11 reorganization and restructure its
operation with the appropriate legal action to prove its claims
against MOA and HG.  We intend to pursue additional claims against
HG and MOA in the Bankruptcy Court."

Mr. Griffith continued, "IDI Global is confident about the merits
of its claims against MOA and HG.  IDI Global intends to emerge
from the Chapter 11 proceeding with an acceptable reorganization
plan which will allow for continued operations and success."

                        About IDI Global

Headquartered in Orem, Utah, IDI Global, Inc., is a holding
company whose wholly owned subsidiaries are involved in
internet-based application services, seminar training and
mentoring, and web-based products, software and tools.  The
Company and its debtor-affiliates filed for chapter 11 protection
on April 17, 2006 (Bankr. D. Utah Case No. 06-21261).  Mary
Margaret Hunt, Esq., at Ray Quinney & Nebeker, represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed total assets of
$9,022,581 and total debts of $3,608,506.


IFCO SYSTEMS: 1/3 of Workforce Apprehended & 7 Managers Indicted
----------------------------------------------------------------
U.S. Immigration and Customs Enforcement agents arrested seven
current and former managers of IFCO Systems North America, Inc.,
pursuant to criminal complaints issued in the Northern District of
New York.  All these individuals are charged with conspiring to
transport, harbor, and encourage and induce illegal aliens to
reside in the United States for commercial advantage and private
financial gain, in violation of Title 8, USC Section 1324(a).  The
conspiracy charge carries a penalty of up to 10 years in prison
and a fine of up to $250,000 for each alien with respect to whom
the violation takes place.  Two other IFCO employees were arrested
on criminal charges relating to fraudulent documents.

In addition to the criminal arrests, ICE agents yesterday
conducted "consent" searches or executed criminal search warrants
at more than 40 IFCO plants and related locations in 26 states
that resulted in the apprehension of approximately 1,187 illegal
alien IFCO employees.  Three of the criminal search warrants were
executed at residences in Guilderland, N.Y., where IFCO was
allegedly housing illegal alien employees.

The consent searches and search warrants were conducted at
locations in Alabama, Arizona, Arkansas, California, Colorado,
Florida, Georgia, Illinois, Indiana, Louisiana, Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, New Jersey, North
Carolina, Ohio, Oklahoma, Oregon, Pennsylvania, Tennessee, Texas,
South Carolina, Virginia and Utah.

The arrests and search warrants are part of an ongoing criminal
investigation of IFCO's Pallet Management Services division that
began more than a year ago.  The investigation is being conducted
by ICE, New York State Police - Upstate New York Regional
Intelligence Center, Social Security Administration Inspector
General, Internal Revenue Service - Criminal Investigation, and
the Department of Labor Inspector General.  The Guilderland Town
Police Department and Schenectady Police Department also provided
assistance.

According to a government affidavit filed in the Northern District
of New York, the investigation began in February 2005 when ICE
agents received information that IFCO workers in Guilderland,
N.Y., were witnessed ripping up their W-2 tax forms and that an
IFCO assistant general manager had explained that these workers
were illegal aliens, had fake Social Security cards and did not
intend to file tax returns.

According to the affidavit, subsequent investigation indicated
that IFCO officials transported illegal aliens to and from work;
paid rent for the housing of illegal alien employees; and deducted
money from the aliens' monthly paychecks to cover these expenses.
Former IFCO employees also said it was common practice for IFCO to
hire workers who lacked social security cards or produced bogus
identification cards.

The affidavit also alleges that IFCO officials knowingly hired an
illegal alien who was an informant for ICE. In numerous recorded
conversations, IFCO officials reimbursed this person for obtaining
fraudulent identity documents for other illegal alien employees;
used the person to recruit other illegal workers; and advised the
person and other illegal alien employees on how to avoid law
enforcement detection, the affidavit alleges.

The affidavit further alleges that approximately 53.4 percent of
the Social Security numbers contained on the IFCO Systems North
America Inc. payroll of roughly 5,800 workers during 2005 were
either invalid, did not match the true name registered with the
Social Security Administration for that number, or belonged to
children or deceased persons.  The Social Security Administration
sent at least 13 written notifications to IFCO headquarters about
such discrepancies on its payroll records in 2004 and 2005, the
affidavit alleges.

Those arrested yesterday pursuant to the criminal complaints are:

    * Robert Belvin, 43, of Clifton Park, N.Y., the former general
      manager of the IFCO plant in Guilderland, N.Y.; arrested
      yesterday in Guilderland.

    * Abelino "Lino" Chicas, 40, of Houston, Tex., the assistant
      general manager of the Houston West  IFCO plant in Houston,
      Tex.; arrested yesterday in Atlanta.

    * James Rice, 36, of Houston, Tex., a former IFCO new market
      development manager and regional general manager; arrested
      yesterday in Houston.

    * William "Billy" Hoskins, 29, of Cincinnati, Ohio, an IFCO
      new market development manager and the general manager of
      the Cincinnati IFCO plant; arrested yesterday in Milwaukee.

    * Michael Ames, 44, of Shrewsbury, Mass., the general manager
      of the IFCO plant in Westborough, Mass.; arrested yesterday
      in Westborough.

    * Dario Salzano, 36, of Amsterdam, N.Y., the assistant general
      manager of the IFCO plant in Guilderland, N.Y.; arrested
      yesterday in Guilderland.

    * Scott Dodge, 43, of Amsterdam, N.Y., a former foreman at the
      IFCO plant in Guilderland and at the IFCO satellite location
      within the Target Distribution Center in Amsterdam, N.Y.;
      arrested yesterday in Amsterdam.

    * Vincente Araus-Rivera, 44, an employee at the IFCO plant in
      Guilderland, N.Y.; arrested yesterday in Guilderland.

    * Ovidio Umana, 28, an employee at the IFCO plant in
      Guilderland, N.Y.; arrested yesterday in Guilderland.

It is important to note that criminal complaints contain mere
allegations. Defendants are presumed innocent unless and until
proven guilty in a court of law.

U.S. Immigration and Customs Enforcement was established in
March 2003 as the largest investigative arm of the Department of
Homeland Security. ICE is comprised of four integrated divisions
that form a 21st century law enforcement agency with broad
responsibilities for a number of key homeland security priorities.

                          About IFCO Systems

IFCO SYSTEMS is an international logistics service provider with
more than 150 locations worldwide.  IFCO SYSTEMS operates a pool
of more than 87 million Reusable Plastic Containers globally,
which are used primarily to transport fresh produce from producers
to leading grocery retailers.  In the United States, IFCO SYSTEMS
also provides a national network of pallet management services.
With more than 60 million wooden pallets recycled annually, IFCO
SYSTEMS is the market leader in this industry.  In 2005, IFCO
SYSTEMS generated revenues of $576 million.  IFCO SYSTEMS' balance
sheet at Dec. 31, 2005, shows $243 millio0n in assets and $153
million in liabilities.  IFCO SYSTEMS is listed on the Frankfurt
Stock Exchange in the Prime Standard segment (IFE1).

                       Employee Headcount

Worldwide, IFCO Systems' Web site at http://www.ifcosystems.de/
says, the pallet recycler "employs over 3,000 people."


INTEGRATED HEALTH: IRS Wants More Time to File Amended Claim
------------------------------------------------------------
On behalf of the Internal Revenue Service, the U.S. Government
asks the U.S. Bankruptcy Court for the District of Delaware to
extend the period within which the IRS may file its second
amendment to Claim No. 2316.

According to Stuart M. Fischbein, Esq., trial attorney for the
U.S. Department of Justice-Tax Division, in Washington, D.C., the
IRS first amended the Claim on June 20, 2002, to change the status
from general unsecured to priority.

To determine the true value of the IRS claim against VTA
Management Services, Inc., the U.S. Government requested the
Bankruptcy Specialist in the Insolvency Unit of the IRS to prepare
a second amendment to Claim No. 2316.

The second amendment consists of the same liabilities but divided
between:

   -- the withholding taxes for $13,835,502, which constitute a
      priority claim; and

   -- the balance of the liabilities for $12,901,758, which
      are classified as general claims.

The second amendment is an accurate statement of the IRS'
employment tax claim, Mr. Fischbein notes.

The IRS uses an automated proof of claim system that automatically
files proofs of claim after they are printed.  Mr. Fischbein
recounts that in preparing the second amended claim, the IRS
Bankruptcy Specialist started out by printing a copy of the first
amendment dated June 20, 2002.

When the Specialist printed that claim, she erroneously failed to
put a date in a field that was necessary to prevent the automatic
mailing of the first amended claim to the IHS Debtors' claims
agent.

As a result, the system printed and redated the claim with the
current date and mailed it to IHS Debtors' claims agent without
the Bankruptcy Specialist realizing it.  The IHS Debtors' claims
agent assigned Claim No. 14146 to this accidentally filed claim.

In October 2005, IHS Liquidating LLC objected to Claim No. 14146
on the basis that it was filed after the bar date.  The U.S.
Government immediately informed IHS Liquidating that Claim No.
14146 was accidentally filed.

Both parties agreed that Claim No. 14146 will be withdrawn as
inadvertently filed, and the U.S. Government would file a request
to enlarge the time to file the second amendment to Claim No.
2316.

In November 2005, the U.S. Government filed its notice of
withdrawal of Claim No. 14146.  It is now requesting an
enlargement of time to file the second amendment to Claim No.
2316.

Mr. Fischbein notes that the U.S. Government in not filing a late
claim due to inadvertence, ignorance of the rules, or mistakes in
construing the rules.  In failing to recognize that the
withholding taxes in Claim No. 2316 were entitled to priority
status, the IRS Bankruptcy Specialist preparing the claim made a
mistake of law.

When the mistake of law was discovered, the IRS promptly attempted
to file a priority claim on June 20, 2002, that was apparently
lost in the mailroom of the IHS Debtors' claims agent.

To the extent it could, the IRS tried to correct the mistake in
the classification of its original claim as soon as it became
aware of it.

In any event, Mr. Fischbein says, the U.S. Government's response
to the objection to Claim No. 2316 put the IHS Debtors on notice
of the priority nature of the claim when the U.S. Government
indicated that the claim was erroneously filed as a general
unsecured claim and would be amended to reflect its priority
status.

The U.S. Government further points out that due to the IHS
Debtors' indemnification agreement with HealthSouth Corporation
-- and HealthSouth's assumption of the liabilities -- the IHS
Debtors did not believe they would have to pay Claim No. 2316.

As previously reported, HealthSouth agreed to be responsible for
all tax liabilities of subsidiaries whose stock was sold to the
IHS Debtors as part of the sale, that accrued prior to the
settlement of the sale, and to indemnify the IHS Debtors and those
subsidiaries for any liabilities incurred by them.

It is doubtful that there would have been any change in the IHS
Debtors' Amended Joint Plan of Reorganization if Claim No. 2316
had been filed as a priority claim to the extent of the unpaid
withholding tax assessments, Mr. Fischbein says.

The IHS Debtors were relying on HealthSouth to pay any liability
arising from the assessments.  Under these circumstances, the fact
that a portion of the IRS Claim was priority would not have been
relevant.

Mr. Fischbein assures the Court that the delay in the filing of
the second amendment to Claim No. 2316 "would not prejudice" the
IHS Debtors or the other creditors as they would be in the same
position as they would have been if the priority portion of Claim
No. 2316 had been filed prior to the Bar Date.

For these reasons, the U.S. Government asks the Court to permit
the filing of the second amendment to Claim No. 2316 on the basis
of excusable neglect.

                     IHS Liquidating Objects

IHS Liquidating LLC asserts that the IRS should not be permitted
to file a new "almost $14,000,000" priority claim more than five
and one-half years after the Bar Date because:

   * the IRS' failure to timely file was entirely within its
     control and due to the negligence of the IRS "bankruptcy
     specialist" to fully comprehend the priority tax provisions
     of the Bankruptcy Code;

   * the IRS is solely to blame for its lengthy delay in
     attempting to file its late priority claim against VTA;

   * inextricably, the IRS never objected to the IHS Debtors'
     Disclosure Statement, notwithstanding that it must have
     known that the IHS Debtors had relied on the information
     collected from the Claims Agent, including the Original
     Unsecured Claim, in estimating both the IHS Debtors'
     potential exposure with respect to priority tax claims and
     the range of potential recoveries to holders of general
     unsecured claims under the Plan; and

   * the approval of the request would severely prejudice
     creditors of the IHS Debtors' estates because:

     -- throughout the Chapter 11 proceedings, the IHS Debtors
        estimated their maximum exposure with respect to Claim
        No. 2316 to be no more than approximately $800,000; and

     -- the Plan has been substantially consummated and
        distributions to general unsecured creditors would be
        reduced materially if the IRS' new "almost $14,000,000"
        priority claim were ultimately allowed.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, asserts that the styling of the U.S.
Government's newly asserted Priority Claim against VTA as a
"second amendment" is a misnomer.

The Claims Agent has no record of the first amendment having been
filed by the IRS in June 2002, nor has the IRS ever produced a
"file stamped" or acknowledgement copy of that Claim, Mr. Brady
relates.

Moreover, given that the purported "first amendment" would have
been untimely and filed without the leave of the Court, the first
amendment, even if it were filed, would have been a legal nullity.

According to Mr. Brady, the circumstances presented in the request
do not constitute "excusable neglect" justifying the late claim
filing of the IRS' "second amended" claim under Rule 9006(b)(1) of
the Federal Rules of Bankruptcy Procedure.

Accordingly, IHS Liquidating asks the Court to deny the U.S.
Government's request in all respects.

The Post-Confirmation Committee of IHS, as successor-in-interest
to IHS' Official Committee of Unsecured Creditors, supports IHS
Liquidating's objection.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 103; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTELSAT LTD: Incurs $325.3 Million Net Loss in 2005
----------------------------------------------------
Intelsat, Ltd. and its subsidiaries reported revenue of $294.9
million and a net loss of $65.7 million for the quarter ended
December 31, 2005.

Total revenue increased $11.5 million, or 4 percent, to $294.9
million for the three months ended Dec. 31, 2005, from $283.4
million for the three months ended Dec. 31, 2004.  The increase
was primarily attributable to an increase in lease services
revenue of $9.3 million, mostly from Intelsat's Network Services
and Telecom aka NS&T sector.

For the full-year 2005, Intelsat reported revenue of $1.171
billion and a net loss of $325.3 million.

Total revenue increased $127.6 million, 12%, to $1.17 billion
for the year ended Dec. 31, 2005, from $1.04 billion for the
year ended Dec. 31, 2004.  The increase was primarily
attributable to an increase in lease services revenue of $68.8
million, largely consisting of new and expanded business signed
by the NS&T sector and IGen, and an increase of $64.9 million in
other revenues, which totaled $78.0 million, up from $13.1
million in the prior year, primarily due to mobile satellite
services sold by IGen.

Intelsat generated free cash flow from operations of $371.5
million for 2005.  Free cash flow from operations is defined as
net cash provided by operating activities, less payments for
satellites and other property, plant and equipment and associated
capitalized interest.

"Our total year results, which included 12% revenue growth and
strong EBITDA and cash generation, demonstrate the positive
contribution of the fully integrated IGen business improved
performance in our Network Services and Telecom sector," said
Intelsat Chief Executive Officer -- Dave McGlade.
"GlobalConnexSM, our managed solutions offering that is popular
with Voice over IP providers in overseas markets, among other
uses, continues to be a positive aspect of our business, growing
to an annual revenue total of $110.9 million, up 47% from total
2004 results."

Mr. McGlade added, "Our top priority in 2006 is to close the
PanAmSat acquisition and to successfully execute on the detailed
integration plan that is currently being put into place.  Upon
closing, we plan to bring to market the enhanced services afforded
by the merger quickly, and also intend to capture the cost and
operational synergies as we bring the two companies together."

                    PanAmSat Acquisition

Intelsat provided an update on the regulatory and operational
activities regarding its previously announced acquisition of
PanAmSat Holding Corporation.  Intelsat is not aware of any non-
US regulatory approvals that will be required in advance of
closing the transaction, beyond those already obtained.  With
respect to the United States, on Jan. 20, 2006, Intelsat was
informed by the Committee on Foreign Investment in the United
States aka CFIUS that its review of the proposed acquisition was
concluded, and that there were no issues of national security
sufficient to warrant further investigation.

There are two additional US regulatory approvals required before
the PanAmSat transaction may close, from the Federal
Communications Commission aka FCC and the Department of Justice
aka DoJ.  With respect to the DoJ, as previously disclosed,
Intelsat and PanAmsat received second requests for additional
information and documentary materials in connection with the
merger.  Both the DoJ and the FCC continue to review the
transaction under their normal procedures.

A disciplined integration planning process has been prepared for
back office and technical operations, and a number of decisions
have been made regarding personnel, facilities and systems that
are expected not only to generate strong operational synergies,
but also to provide improved operational abilities, resulting in
a stronger competitive profile as the companies combine.

Mr. McGlade said, "Our integration planning is already yielding
decisions regarding facilities, systems and platforms, and also
regarding the people who will lead our new company.  By making
these decisions now, we are positioned for an accelerated start
once we obtain the approvals to close the transaction.  I am
pleased with our progress on the regulatory and operational
fronts, and believe that we are on-track to close the
transaction in the second or third quarter of 2006."

At Dec. 31, 2005, Intelsat's backlog, representing expected
future revenue under contracts with customers, was $3.8 billion.
At Sep. 30, 2005, Intelsat's backlog was also $3.8 billion.

                          About Intelsat

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

                         *     *     *

As reported in the Troubled Company Reporter on April 11, 2006,
Standard & Poor's Ratings Services held all ratings on fixed
satellite services provider Intelsat Ltd. (BB-/Watch Neg/--) on
CreditWatch with negative implications after the company failed
to file its 2005 form 10-K by March 31, 2006, as required by the
SEC.  The bank agreement also required the company to provide
financial statements by the same date.


KAISER ALUMINUM: Dist. Court Sets Confirmation Hearing for May 11
-----------------------------------------------------------------
The District Court has set a hearing for May 11, 2006, to consider
confirmation of the Second Amended Joint Plan of Reorganization of
Kaiser Aluminum Corporation, Kaiser Aluminum & Chemical
Corporation and certain of their debtor-affiliates.

The Plan, therefore, will not become effective and the Debtors
will not be able to emerge from bankruptcy before the May 11,
2006, maturity date of the Replacement Financing Facility and
expiration of the Exit Facilities Commitment.

To preserve the Debtors' current access to postpetition financing
until the Plan becomes effective, the Debtors and the Lenders
stipulate and agree to:

   (a) extend the May 11, 2006, maturity date of the Replacement
       Financing Facility to May 17, 2006,

   (b) extend the May 11, 2006, termination date of the Exit
       Facilities Commitment to May 17, 2006, and

   (c) extend the May 11, 2006, date for payment of the
       supplemental termination fee in the Amended and Restated
       Fee Letter to May 17, 2006.

The Court approved the parties' stipulation.

According to Daniel DeFranceschi, Esq., at Richards Layton &
Finger, the Debtors have also negotiated with the Lenders for an
extension of the maturity Date of the Replacement Financing
Facility to Aug. 31, 2006, as memorialized in the Second Amendment
to the credit agreement.

A full-text copy of the Second Amendment is available for free at
http://bankrupt.com/misc/kaiser_2ndDIPamendment.pdf

As consideration for entering into the Second Amendment, upon
emergence and closing of the Exit Revolving Credit Facility, the
Debtors will pay certain fees.

At the Debtors' request, The CIT Group/Business Credit, Inc., and
JPMorgan Chase Bank, National Association, have agreed to extend
the termination date of the commitment to provide the Exit
Facilities to August 31, 2006.

By this motion, the Debtors seek the Court's authority to enter
into the Second Amendment and pay related fees.

Mr. DeFranceschi asserts that the Second Amendment is necessary to
meet the Debtors' ongoing working capital and general business
financing requirements while the Debtors remain in Chapter 11.
"It is essential to the ongoing operation of the Debtors'
businesses that the Debtors continue to have access to adequate
postpetition financing to continue their ordinary course business
operations and maintain the confidence of the Debtors' vendors,
suppliers and customers."

                   Fee Letters are Confidential

The Debtors signed amended fee letters in connection with the
Second Amendment to the Replacement Financing Facility.

Mr. DeFranceschi asserts that the confidentiality provisions of
each Fee Letter preclude the Debtors from:

   (a) filing either letter with the Court unless it is filed
       under seal, and

   (b) disclosing the substance of the Fee Letters except to
       certain of the Debtors' principal creditor constituencies
       that agree, and are obligated, to keep the terms of the
       Fee Letters confidential.

Accordingly, the Debtors seek the Court's authority to file the
Fee Letters under seal.  To the extent a hearing is held on the
Replacement Financing Motion that requires the disclosure of the
terms of the Fee Letters, the Debtors ask Judge Fitzgerald to
conduct those portions of the hearing in camera.

                       About Kaiser Aluminum

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


LEAR CORP: S&P Affirms Proposed $1 Billion Term Loan's B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a recovery rating of
'3' to a proposed $1 billion first-lien bank term loan being
issued by auto supplier Lear Corp.  The previous rating on this
loan was '2'; however, Lear has since increased the amount of the
loan by $400 million.

The '3' recovery rating reflects the rating agency's expectation
that lenders will recover only a meaningful amount of principal
(50%-80%) in the event of a payment default.  Standard & Poor's
also affirmed the 'B+' rating on the term loan (which is the same
as the 'B+' corporate credit rating on Lear Corp.).

Meanwhile, Lear has canceled plans to issue a $200 million second-
lien term loan, and the ratings on that facility have been
withdrawn.  Lear's existing $1.7 billion revolving credit facility
ranks pari passu with the first-lien term loan, but is not rated
by Standard & Poor's.

Standard & Poor's corporate credit rating on Southfield, Michigan-
based Lear Corp. is B+/Negative/B-2.  The speculative-grade rating
reflects the company's depressed operating performance caused by
severe industry pressures.  Earnings and cash flow generation will
likely remain below previously expected levels for the next few
years.

Ratings:

  Lear Corp.:

    Corporate credit rating -- B+/Negative/B-2

  Ratings Assigned:

    $1 billion first-lien term loan -- B+ (Recovery rtg: 3)


LEVITZ HOME: Rejects Eight Store Leases
---------------------------------------
Nicholas M. Miller, Esq., at Jones Day, in New York, notifies the
U.S. Bankruptcy Court for the Southern District of New York that
Levitz Home Furnishings, Inc., and its debtor-affiliates will
reject eight Store Leases, effective as of the rejection date, and
will abandon their interest in any personal property located at
these Premises:
                                                     Rejection
  Store No.   Location        Landlord                  Date
  ---------   --------        --------               ---------
  11103       Elmhurst,       8812 Queens Boulevard          -
              New York        LLC

  10701       Staten Island,  Ken Bar Development     04/01/06
              New York        Company

  20404       Springfield,    Jeffrey Blank and       03/26/06
              Pennsylvania    Associates

  30102       Cathedral City, Transcontinental        03/26/06
              California      Management, Inc.

  11002       Philadelphia,   Kahn Joint Venture      03/31/06
              Pennsylvania

  20308       Lawrenceville,  Park Lane Furniture     03/31/06
              New Jersey

  20406       Reading,        C&D Enterprises         03/31/06
              Pennsylvania

  20407       Hatfield,       Elaine & David          03/31/06
              Pennsylvania    Bagelman

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Birchfield Responds to Landlord's Lease Objection
--------------------------------------------------------------
As reported in the Troubled Company Reporter on April 7, 2006,
Levitz Home Furnishings, Inc. and its debtor-affiliates asked the
U.S. Bankruptcy Court for the Southern District of New York to
approve their assumption and assignment of the Woodbridge Lease to
Birchfield Ventures, LLC.

Franell Realty Company, as landlord, complained that the
Assumption Notice it received does not contain any information
concerning (a) the intended use for the Premises or (b) the
Debtors' proposed cure claim.

S. Jason Teele, Esq., Lowenstein Sandler PC, in Roseland, New
Jersey, told the Court that Birchfield intends to operate a
discount liquor store at the Premises.   In order to operate a
liquor store at the Premises, Birchfield will be required to
obtain a retail liquor license.

"Among other concerns, Franell fears that a discount liquor store
would bring ignominy to the Premises, thus devaluing the Premises
and the surrounding area," Mr. Teele says.

Franell objects to the assignment of the lease to Birchfield
because:

    (a) The Debtors have not established Birchfield's ability to
        perform under the terms of the lease;

    (b) The Lease Assumption Notice delivered by the Purchaser
        does not contain the information required by the Sale
        Order; and

    (c) The proposed use creates an undue hardship for Franell.

            Birchfield Responds to Franell's Objection

Birchfield Ventures, LLC, contends that it has provided Franell
Realty Co. with adequate assurance of future performance.

Mark E. Felger, Esq., at Cozen O'Connor, in New York, asserts
that the proposed used of the Premises does not violate the terms
of the Lease and does not create an actual and substantial
detriment to Franell.  Moreover, Mr. Felger says, the cure amount
will be paid from sale proceeds.

Mr. Felger further argues that Franell's new bid is untimely and
should not be considered.

Thus, Birchfield asks the Court to:

   -- overrule Franell's objection,
   -- deny Franell's Cross-Motion, and
   -- grant the Debtors' Assignment Motion.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Can Terminate and Reject Jennifer Sublease
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Levitz Home Furnishings, Inc., and its debtor-affiliates
to terminate and reject a lease with 88-12 Queens Blvd. LLC, as
successor to Moderama Furniture, Inc., effective as of March 31,
2006.

The Debtors are party to a Lease with 88-12 Queens, dated as of
July 15, 1997, for the premises located at 88-12 Queens Blvd., in
Elmhurst, New York.  Under the Lease, the Debtors' initial tenancy
consisted of approximately 12,500 square feet of the 20,000 square
feet at the Premises.

At the time, the Landlord had conveyed leasehold interest in the
other 7,500 square feet to Jennifer Convertibles, Inc., and
Jennifer Leathers, Inc., pursuant to a lease for approximately
2,500 square feet that expired on September 30, 2000, and a lease
for approximately 5,000 square feet that expired on Dec. 31,
2003.

Under the Lease, the Landlord conveyed to the Debtors the
leasehold interest in the portions of the Premises that had been
granted to the Jennifer Affiliates on Oct. 1, 2000, and
Jan. 1, 2004.

Notwithstanding the termination of their leasehold interests, the
Jennifer Affiliates continued to remain on the Premises after the
term of their Expired Leases and, for some period of time,
negotiated with the Debtors regarding the terms of a possible
sublease.

Although the Debtors and the Jennifer Affiliates never entered
into an extended sublease, the Debtors have allowed the Jennifer
Affiliates to remain as subtenants on the premises on a month to
month basis pursuant to an oral agreement.

Having sold substantially all of their assets, including the
right to receive rent under the Sublease, the Debtors no longer
derive a benefit from the continuation of the Sublease.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LINN ENERGY: Delayed 10-K Filing Prompts Nasdaq Delisting Notice
----------------------------------------------------------------
Linn Energy, LLC (Nasdaq: LINE) received a Nasdaq Staff
Determination letter dated April 18, 2006, indicating that the
Company failed to comply with the filing requirements for
continued listing set forth in Marketplace Rule 4310(c)(14).

The Company has not yet filed its Annual Report on Form 10-K for
the fiscal year ended Dec. 31, 2005.

As a result, the Company's units are subject to delisting from The
Nasdaq Stock Market.  The Company intends to request a hearing
before a Nasdaq Listing Qualifications Panel to appeal the Staff's
determination.  Pending a decision by the Panel, the Company's
units will remain listed on The Nasdaq Stock Market.

The delay in filing of the Company's 2005 Form 10-K will allow for
the completion of the audit of certain restatement adjustments to
prior period financial statements.

Linn Energy does not anticipate that the restatement will have a
material effect on its reported earnings for the year ended Dec.
31, 2005, or its 2006 guidance included in the Company's 2005
earnings release.

Linn Energy currently anticipates that it will file the 2005 Form
10-K containing restated financial statements of the Company and
its subsidiaries for the period March 13, 2003 (inception) through
Dec. 31, 2003, and for the year ended Dec. 31, 2004, on or before
May 30, 2006.

Headquartered in Pittsburgh, Pennsylvania, Linn Energy, LLC --
http://www.linnenergy.com/-- is an independent natural gas
company focused on the development and acquisition of natural gas
properties in the Appalachian Basin, primarily in West Virginia,
Pennsylvania, New York and Virginia.


LONDON FOG: Court Okays Avalon Group as Financial Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave London
Fog Group, Inc., and its debtor-affiliates permission to employ
Avalon Group, Ltd., as their financial advisor, and assume their
prepetition engagement agreement with Avalon.

Avalon Group will:

   (a) identify opportunities for a transaction involving all or
       portions of the Debtors' businesses;

   (b) advise Debtors concerning opportunities for a transaction;
       and

   (c) participate in negotiations concerning a transaction at the
       Debtors' request.

Lynda Davey, the Chief Executive Officer of Avalon Group, Ltd.,
discloses that the Firm already received a $30,000 retainer.  The
Firm is due to receive a $20,000 retainer for April.  In addition,
the Firm will also receive at least $475,000 upon closing of a
transaction.

Under the Engagement Letter, a sale of the Debtors' subsidiary or
a licensing transaction for the Pacific Trail brand constitutes a
transaction.

Ms. Davey assured the Court that Avalon Group does no hold or
represent any interest adverse to the Debtors or their estates and
is disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

A full-text copy of the Debtors' Engagement Letter with Avalon
Group is available for free at http://ResearchArchives.com/t/s?81b

Avalon Group, Ltd., is an independent financial advisory company,
offering an array of strategic advisory, financial restructuring,
and mergers and acquisitions advice to its clients.

Ms. Davey can be contacted at:

                     Lynda Davey
                     Avalon Group, Ltd.
                     1375 Broadway
                     New York, NY 10018
                     Tel: (212) 764-5610
                     Fax: (212) 764-6013

Headquartered in Seattle, Washington, London Fog Group, Inc. --
http://londonfog.com/-- designs and retails the latest styles in
jackets and other professional apparel.  The company and six of
its affiliates filed for chapter 11 protection on March 20, 2006
(Bankr. D. Nev. Case No. 06-50146).  Stephen R. Harris, Esq., at
Belding, Harris & Petroni, Ltd., represents the Debtors in their
restructuring efforts.  Avalon Group, Ltd., serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they estimated that their assets and debts
totaled $50 million to $100 million.


LONGVIEW FIBRE: Board Says Obsidian Undervalues Timber Assets
-------------------------------------------------------------
The Board of Directors of Longview Fibre Company (NYSE: LFB)
rejected the proposal from Obsidian Finance Group, LLC, and The
Campbell Group, LLC, to acquire all of the outstanding shares of
the company.

Longview Fibre's Board concluded that the Obsidian/Campbell
proposal is highly conditional and, even if it could be executed
on, undervalues Longview Fibre and its high quality timber assets.

The Board believes that completing the company's conversion to a
real estate investment trust and implementing an improved
operating plan represents a superior alternative for enhancing
shareholder value.

                    Effect of REIT Conversion

The company's improved operating plan and the REIT conversion are
expected to result in:

   -- a special distribution to shareholders of approximately
      $385 million, of which up to approximately $77 million,
      representing approximately $1.50 per share, is expected to
      be distributed in cash, with the remainder to be distributed
      in shares of the company's common stock;

   -- an initial 20% increase in the company's annual cash
      dividend rate to $1.20 per share (excluding the effect of
      shares to be issued in the special distribution);

   -- an increase in cash flow as a result of:

      a) accelerating the company's timber harvest rate consistent
         with Sustainable Forestry Initiative practices;

      b) implementing a program to monetize the company's higher
         and better use lands;

      c) restructuring the company's manufacturing operations,
         including exploring the potential divestiture of the
         company's sawmill and select converting plants; and

      d) reducing taxes; and

      e) a reduction in the company's borrowing rate and aggregate
         interest expense through refinancing.

"We are taking steps to accelerate the delivery of value to
shareholders," Richard H. Wollenberg, Longview Fibre's President,
Chief Executive Officer and Chairman of the Board, said.

"We expect the REIT conversion, in combination with our improved
operating plan, to drive shareholder value by, among other things,
increasing the company's cash flow, enabling us to pay a larger
dividend and positioning the company to increase its timberland
holdings.

"We also expect the potential divestiture of selected
manufacturing assets to enhance our operating performance and
provide additional cash to reduce debt."

The Board of Directors, with the assistance of its financial and
legal advisors, carefully considered the Obsidian/Campbell
proposal and the company's improved operating plan.

In making its unanimous decision to reject the Obsidian/Campbell
proposal, the Board considered, among other things:

   -- the significant shareholder value enhancements expected to
      be delivered by the REIT conversion and the company's
      improved operating plan;

   -- management's record of delivering value to shareholders; and

   -- the highly conditional nature of the Obsidian/Campbell
      proposal, which is subject to significant due diligence and
      financing contingencies and associated risks.

Mr. Wollenberg added, "We are committed to acting in the best
interests of the company and its shareholders and have already
taken steps to accelerate value creation.  In the past few years,
we have implemented a number of operational improvements and we
are now poised to reap the benefits from these initiatives.

"We believe that the REIT conversion process has begun to unlock
the inherent value in our strong portfolio of assets and that the
intrinsic value of Longview Fibre is not reflected in our current
or historical stock price.

"Engaging in a transaction with Obsidian/Campbell at this time,
before the company has had the opportunity to fully implement its
strategy, would prevent the company and our shareholders from
realizing the potential value of the company's REIT conversion and
improved operating plan."

The company also reported that Bank of America, N.A. and Goldman
Sachs Credit Partners L.P. have provided commitments for the funds
necessary to complete the REIT conversion.

                      About Longview Fibre

Headquartered in Longview, Washington, Longview Fibre Company --
http://www.longviewfibre.com/-- is a diversified timberlands
owner and manager, and a specialty paper and container
manufacturer.  Using sustainable forestry methods, the company
manages approximately 587,000 acres of softwood timberlands
predominantly located in western Washington and Oregon, primarily
for the sale of logs to the U.S. and Japanese markets.  Longview
Fibre's manufacturing facilities include a pulp-paper mill at
Longview, Washington; a network of converting plants; and a
sawmill in central Washington.  The company's products include:
logs; corrugated and solid-fiber containers; commodity and
specialty kraft paper; paperboard; and dimension and specialty
lumber.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2006,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Longview Fibre Co. on
CreditWatch with negative implications.


LONGVIEW FIBRE: S&P Holds BB Corp. Credit Rating on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings, including
the 'BB' corporate credit rating, on Longview Fibre Co. on
CreditWatch with negative implications where they were placed on
March 9, 2006.  The CreditWatch update followed Longview's
announcement that it has again rejected the unsolicited
acquisition proposal from Obsidian Finance Group LLC, a private
equity firm, and The Campbell Group LLC, a timber investment
management organization.

Longview intends to continue with its plans to covert to a real
estate investment trust and announced strategic initiatives to
enhance shareholder value.  However, Obsidian and Campbell want to
convene a special shareholder meeting to vote on the proposed
acquisition.

"If the acquisition is completed, we could lower Longview Fibre's
ratings if debt leverage increases and the private equity firms
separate Longview's manufacturing operations from its timber
business," said Standard & Poor's credit analyst Kenneth L. Farer.

The original CreditWatch placement occurred after Longview Fibre
announced that it had postponed its debt and equity offerings and
cancelled its related tender offer and consent solicitation.

Longview announced strategic initiatives:

     -- increasing its annual dividend by 20%;

     -- accelerating its timber harvest;

     -- monetizing its higher and better use lands; and

     -- restructuring its manufacturing operations, including
        selling certain assets.

"We will continue to monitor developments regarding the
unsolicited proposal and will meet with management to discuss
the company's strategic plans, the potential impact of these
initiatives on its credit profile, and the timing of proposed
financings," Mr. Farer said.


LORBER INDUSTRIES: Wants to Hire Fineman West as Accountants
------------------------------------------------------------
Lorber Industries of California asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
Fineman West & Co., LLP, as its accountants.

Fineman West will prepare the Debtor's California and Federal
income tax returns, and perform any other accounting services that
the Debtor might need.

Gary M. Fineman, a partner at Fineman West, tells the Court that
the Firm's professionals bill:

      Professional           Hourly Rate
      ------------           -----------
      Partners                  $350
      Tax Managers           $235 - $295
      Tax Senior                $175

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

Headquartered in Gardena, California, Lorber Industries of
California -- http://www.lorberind.com/-- manufactures texturized
and knitted fabrics.  The company filed for chapter 11 protection
on Feb. 10, 2006 (Bankr. C.D. Calif. Case No. 06-10399).  Joseph
P. Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
represents the Debtor in its restructuring efforts.  The Debtor's
schedules show $25,580,387 in assets and $24,740,726 in
liabilities.


MAGSTAR TECH: Equity Deficit Prompts Auditor's Going Concern Doubt
------------------------------------------------------------------
Virchow, Krause & Company, LLP, expressed substantial doubt about
MagStar Technologies, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the years ended Dec. 31, 2005 and 2004.  The auditing firm pointed
to the Company's recurring losses from operations and
stockholders' deficit.

In its 2005 annual report on Form 10-K submitted with the
Securities and Exchange Commission on April 10, 2006, MagStar
reported total revenues of $8,104,646 for 2005, compared to
$7,350,319 for 2004.  In 2005, the Company had net income of
$192,844, in contrast to a net loss of $213,317 for 2004.

MagStar's balance sheet at Dec. 31, 2005, showed $2,511,263 in
total assets and $7,021,421 in total liabilities, resulting in a
stockholders' deficit of $4,510,158.

At Dec. 31, 2005, the Company had a working capital deficit of
$3,004,467, compared to a working capital deficit of $3,039,095 at
Dec. 31, 2004.  Management says that the decrease in the working
capital deficit is primarily due to a decrease in senior debt.

The Company disclosed positive cash flows from operations of
$34,972 for the year ended Dec. 31, 2005, compared to negative
cash flows from operations of $161,982 for the year ended Dec. 31,
2004.

MagStar's ability to meet its continuing cash requirements in the
future is dependent on sustaining adequate sales and margins from
its manufacturing operations.  Through most of 2005, the Company
experienced sustained sales for its blood centrifuge spindles and
conveyors to the Company's largest customers compared to 2004.

The Company's backlog of orders and releases on Dec. 31, 2005 was
approximately $4.2 million, compared to approximately $2.7 million
on Dec. 31, 2004.  Quickdraw Conveyor and spindle orders account
for the majority of the Dec. 31, 2005 backlog.  The Company sees
conveyor and spindle sales growing and being important to the
Company's strategic growth.

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?813

Based in Hopkins, Minnesota, MagStar Technologies, Inc., --
http://www.magstar.com/-- is a prototype developer and
manufacturer of centrifuges, conveyors, medical devices, spindles,
and sub assemblies.  Its technical abilities in design, process,
and manufacturing specialize in the "concept-to-production"
process designed to result in short manufacturing cycles, high
performance, and cost effective products such as electro-
mechanical assemblies and devices for over two dozen medical,
magnetic, motion control, factory and laboratory automation and
industrial original equipment manufacturers -- OEMs.


MARSH SUPERMARKETS: S&P Holds CCC Sub. Debt Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services held its 'B-' corporate credit
and 'CCC' subordinated debt ratings on Indianapolis, Indiana-based
Marsh Supermarkets Inc. on CreditWatch with developing
implications.  The ratings were placed on CreditWatch with
developing implications on Nov. 29, 2005, following the company's
announcement that it had retained Merrill Lynch & Co. to explore
strategic alternatives for the enhancement of shareholder value,
including a possible sale of the company to a strategic or
financial buyer.

"Ratings could be lowered while on CreditWatch if the company's
operating and cash flow generation trends do not improve," said
Standard & Poor's credit analyst Stella Kapur.

Marsh does not expect to announce any decisions with respect to
the exploration of strategic alternatives until they have been
approved by its board.  Standard & Poor's will monitor
developments associated with this process to assess the
implications for the ratings.

The company remains very highly leveraged, with lease-adjusted
debt to EBITDA of 8.1x for the 12 months ended Jan. 7, 2006.
Interest coverage is weak at 1.5x.  As of Jan. 7, 2006, the
company's consolidated fixed-charge coverage ratio, under its
8.875% senior subordinated notes, fell below the minimum ratio
required.  As a result, the company's permitted indebtedness is
limited to all debt existing at Jan. 7, 2006, plus the full
capacity under its credit facility.


MASTEC INC: Settles $10 Million Claims in Securities Litigation
---------------------------------------------------------------
Bernstein Litowitz Berger & Grossmann LLP and Yourman Alexander &
Parekh LLP, the Court-appointed Co-Lead Counsel for the Class in
In re MasTec Securities Litigation, reported that MasTec, Inc.
(NYSE: MTZ) and certain of its current and former officers and
directors have agreed to settle all claims asserted against them
in this Action for the sum of $10 million in cash.

The settlement comes after two years of litigation in the U.S.
District Court for the Southern District of Florida, before the
Honorable Federico A. Moreno, U.S. District Court Judge.

The Court appointed the Arkansas Teacher Retirement System and
Alex Meruelo Living Trust as Co-Lead Plaintiffs on behalf of the
class of investors who purchased MasTec common stock between
Aug. 12, 2003, and May 11, 2004.

After an extensive investigation, Lead Plaintiffs filed their
Consolidated Second Amended Class Action Complaint on behalf of
the Class on Feb. 22, 2005.

The Complaint alleges that MasTec and members of its senior
management made false statements regarding the Company's financial
performance for the second and third quarters of 2003, which had
the effect of artificially inflating MasTec's stock price.

In September 2005, the Court denied Defendants' Motion to Dismiss
the Action in its entirety.  Since that time, Lead Plaintiffs have
engaged in intensive discovery.  The case was set for trial
beginning in September of this year.

"We are very pleased to achieve this outstanding recovery, which
represents a substantial percentage of the Class' likely
recoverable damages," BLB&G partner Steven B. Singer said.

"The settlement represents the hard work and commitment of the
Court-appointed Lead Plaintiffs who were actively involved in all
phases of the litigation.

"The settlement was the result of a hard fought process, and we
believe it represents an exceptional result for the Class," YA&P
partner Behram V. Parekh said.  "This settlement shows how
shareholders can make a difference."

The settlement is subject to Court approval, after notice to the
members of the Class.

Headquartered in Coral Gables, Florida, MasTec Inc. --
http://www.mastec.com/-- is a leading specialty contractor
operating throughout the United States and in Canada across a
range of industries.  The Company's core activities are the
building, installation, maintenance and upgrade of communication
and utility infrastructure systems.

                          *     *     *

Mastec Inc.'s 7-3/4% Senior Subordinated Notes due 2008 carry
Moody's Investors Service's B2 rating.


MESABA AVIATION: MAIR Won't Renew DIP Financing Commitment
----------------------------------------------------------
In a Form 8-K filing with the Securities and Exchange Commission
on Apr. 5, 2006, MAIR Holdings, Inc., disclosed that it would not
renew its commitment to provide DIP financing to Mesaba Aviation,
Inc., dba Mesaba Airlines.

MAIR says that in October 2005, it delivered to the Debtor a
commitment letter and term sheet to provide DIP financing.  The
terms of the original commitment letter required that the U.S.
Bankruptcy Court for the District of Minnesota approve the DIP
Financing within 45 days after the filing of the bankruptcy
petition or Nov. 27, 2005.

MAIR says that it extended that deadline twice, most recently to
March 24, 2006, at which time, its commitment to provide DIP
financing expired.

As reported in the Troubled Company Reporter on Apr. 6, 2006, the
Court rescheduled the final hearing of the Debtor's financing
agreement with MAIR Holdings to Apr. 25, 2006.

On Apr. 11, 2006, the Debtor withdrew its request for a final
order for a postpetition financing from MAIR.

The Debtor is currently in negotiations with other potential DIP
lenders.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  Craig D. Hansen, Esq., at
Squire Sanders & Dempsey, L.L.P., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MESABA AVIATION: Court OKs Mercer's Retention as Consultant
-----------------------------------------------------------
Mesaba Aviation, Inc., dba Mesaba Airlines, sought and obtained
authority from the U.S. Bankruptcy for the District of Minnesota
to employ Mercer Human Resource Consulting, Inc., to assist it in
the evaluation and revision of its compensation and severance
programs, nunc pro tunc to November 22, 2005.

Specifically, Mercer HR will:

    1. conduct a review of the Debtor's existing compensation and
       severance programs;

    2. assist the Debtor in developing revised programs; and

    3. provide expert testimony, to the extent necessary, with
       regard to compensation or severance matters.

The Debtor believes that by assessing its compensation and
severance programs relative to similar programs in the current
market, it will be able to conform its compensation programs with
current market trends and thereby retain the most qualified
personnel at a reasonable cost.

The Debtor believes that Mercer HR will carry out a unique,
specific and very limited function and will use reasonable
efforts to coordinate with the Debtor's other retained
professionals to avoid the unnecessary duplication of services.

Mercer HR will charge the Debtor on an hourly basis:

       Position                     Hourly Rate
       --------                     -----------
       Principal                    $500 to $700
       Sr. Associate                $300 to $500
       Associate                    $200 to $300
       Analysts                     $150 to $200
       Administrative Support       Included in Consultant
                                    Billing Rates

In addition, the Debtor has agreed to pay Mercer HR's reasonable
travel and out-of-pocket expenses.

The Debtor also asks the Court to:

    -- hear Mercer HR's fee applications at 90-day intervals;

    -- allow Mercer HR to file a final fee application and hear
       that final fee application as soon as Mercer HR's services
       end; and

    -- allow it to pay Mercer HR's invoices as received on a
       monthly basis, subject to the holdback of 20% of the
       invoiced fees.

Subject to certain exceptions, the Debtor has agreed to:

    -- limit Mercer HR's liability for consequential, indirect,
       special, incidental or similar damages; and

    -- indemnify Mercer HR from any litigation costs associated
       with litigation commenced against the Debtor.

Notwithstanding anything to the contrary, the Debtor will not
indemnify Mercer HR from claims, which have been finally
determined to have arisen from Mercer HR's negligence.

John Dempsey, a principal of Mercer HR, assures the Court that
the firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.


           U.S. Trustee's Objection to the Retention

Assistant U.S. Trustee for Region 12 , Robert B. Raschke, had
asked the Court to deny employment of Mercer Human, noting that:

    -- the Engagement Letter between the Debtor and Mercer HR was
       dated December 21, 2005;

    -- the application was filed on January 27, 2006;

    -- the Debtor determined the need to employ Mercer HR at the
       end of November, based on the application; and

    -- upon information and belief, a large portion of the work to
       be performed by Mercer HR was done in December and January.

Mr. Raschke contended that it was not clear why the Debtor or
Mercer HR did not seek prior Court approval of the employment.
Mr. Raschke argued that if the Court does not examine the purpose
for the delay in seeking retroactive employment approval, the
parties may abuse the nunc pro tunc procedure as a way to avoid
requirements under Section 327(a) of the Bankruptcy Code and the
due process.  Mr. Raschke said that unless the Debtor can
establish that its failure to timely file the application was due
to excusable neglect, the Court should not approve the employment
nunc pro tunc.  In the alternative, the application should be
approved as of the date it was filed with the Court.

                         Debtor's Reply

Will R. Tansey, Esq., at Ravich Meyer Kirkman McGrath & Nauman,
in Minneapolis, Minnesota, asserted that the Debtor has satisfied
the "excusable neglect" standard established by the Supreme Court
in Pioneer Investment Services Co. v. Brunswick Assoc. Ltd.
Partnership, 507 U.S. 380 (1993) and the "extraordinary
circumstances" test used in several jurisdictions.

The delay between the Debtor's retention of Mercer Human Resource
Consulting, Inc., and the filing of the Application is primarily
a result of the parties' justifiable focus on preparing for the
Severance Motion, Mr. Tansey explains.

Mr. Tansey adds that the delay was increased as a result of:

    -- the initial confusion relating to the need for a separate
       application for Mercer HR;

    -- the negotiations between the Debtor and Mercer HR regarding
       the structure, amount, and terms of Mercer HR's engagement;

    -- the intervening holiday season;

    -- an international trip by Mercer HR's primary representative
       in the matter;

    -- an incorrect e-mail address; and

    -- an assumption that nunc pro tunc approval was acceptable in
       the Debtor's case because several other professionals had
       been approved nunc pro tunc without objection by the U.S.
       Trustee or other party.

"It would be fundamentally unfair to Mercer HR if it is not
compensated for the Services [it] provided to [the] Debtor's
estate where such Services were provided at [the] Debtor's
request prior to court approval," Mr. Tansey contends.

The U.S. Trustee also opposed language in the Engagement Letter
providing for exclusive jurisdiction of New York courts to
matters relating to the Engagement Letter.  Mr. Tansey clarifies
the Debtor and Mercer HR have addressed that concern by
submitting a proposed order requiring that disputes arising in
relation to the Engagement Letter or Mercer HR's engagement with
the Debtor will be heard before the Bankruptcy Court.

Mesaba Aviation, Inc., d/b/a Mesaba Airlines --
http://www.mesaba.com/-- operates as a Northwest Airlink
affiliate under code-sharing agreements with Northwest Airlines.
The Company filed for chapter 11 protection on Oct. 13, 2005
(Bankr. D. Minn. Case No. 05-39258).  Michael L. Meyer, Esq., at
Ravich Meyer Kirkman McGrath & Nauman PA, represents the Debtor in
its restructuring efforts.  Craig D. Hansen, Esq., at
Squire Sanders & Dempsey, L.L.P., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 15; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


NANOBAC PHARMACEUTICALS: Aidman Piser Raises Going Concern Doubt
----------------------------------------------------------------
Aidman, Piser & Company, P.A., expressed substantial doubt about
Nanobac Pharmaceuticals Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the year ended Dec. 31, 2005.  The auditing firm pointed to the
company's recurring losses from operations, working capital and
net capital deficiencies and its dependent upon continued
financing from stockholders and outside investors.

For the fiscal year ended Dec. 31, 2005, the company incurred a
$3,687,337 net loss on $656,802 of revenues, in contrast to a
$8,518,408 net loss on $358,361 of revenues in the prior year.

                      Working Capital Deficit

At Dec. 31, 2005, the Company's balance sheet showed $173,000 in
current assets and $3.7 million in total current debts and a
working capital deficit of $3.5 million.

The Company is dependent on continued financing from outside
investors including additional related party loans.  Management
believes that the Company will need to raise additional capital in
order to:

   * launch new clinical trials,
   * fund research and development for new treatment areas, and
   * fund general working capital requirements.

A full-text copy of Nanobac's latest quarterly report is available
at no charge at http://researcharchives.com/t/s?80d

Headquartered in Tampa, Florida, Nanobac Pharmaceuticals, Inc.,
fka American Enterprise.Com, Corporation and its subsidiaries --
http://www.nanobaclabs.com/-- is a research-based lifescience
company.  The Company's primary business is the study and
development of therapeutic and diagnostic technologies related to
calcifying nano-particles.


NOMURA ASSET: Moody's Places Low-B Ratings on Two Cert. Classes
---------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Nomura Asset Acceptance Corporation,
Alternative Loan Trust, Series 2006-AR2, and ratings ranging from
Aa2 to B2 to the subordinate certificates in the deal.

The securitization is backed by Alliance Bancorp for Groups I-III,
Pinnacle Direct for Groups I-II, and various other originators
originated adjustable rate Alternative-A mortgage loans acquired
by Nomura Credit & Capital, Inc.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination,
overcollateralization and excess spread for Group III.  Moody's
expects collateral losses to range from 1.20% and 1.40% for Groups
I-II, and 1.45% to 1.65% for Group III.

GMAC Mortgage Corporation will service the mortgage loans, and
Wells Fargo Bank, N.A. will act as master servicer.

The complete rating actions are:

              Nomura Asset Acceptance Corporation,
            Alternative Loan Trust, Series 2006-AR2

                    * Class I-A, Assigned Aaa
                    * Class II-A-1, Assigned Aaa
                    * Class II-A-2, Assigned Aaa
                    * Class II-A-3, Assigned Aaa
                    * Class II-X, Assigned Aaa
                    * Class C-B-1, Assigned Aa2
                    * Class C-B-2, Assigned A2
                    * Class C-B-3, Assigned Baa2
                    * Class C-B-4, Assigned Ba2
                    * Class C-B-5, Assigned B2
                    * Class III-A-1, Assigned Aaa
                    * Class III-A-2, Assigned Aaa
                    * Class III-M-1, Assigned Aa2
                    * Class III-M-2, Assigned A1
                    * Class III-M-3, Assigned A3
                    * Class III-M-4, Assigned Baa1
                    * Class III-M-5, Assigned Baa3


NORCRAFT HOLDINGS: S&P Rates $60 Million Credit Facility at BB
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned senior secured bank
loan and recovery ratings to Norcraft Holdings LP's $60 million
first-lien revolving credit facility.  The revolving credit
facility is rated 'BB' (two notches above the 'B+' corporate
credit rating) with a recovery rating of '1', indicating the
expectation for the full recovery of principal in the event of a
payment default.

The corporate credit rating on Norcraft is 'B+' and the outlook is
stable.

"The ratings on Eagan, Minnesota-based Norcraft Holdings and its
subsidiary, Norcraft Cos. LP, reflect limited product diversity in
a cyclical industry, a small sales and asset base, and a very
aggressive financial policy," said Standard & Poor's credit
analyst Lisa Wright.  "The ratings also reflect the company's
national presence, relatively good cost position, experienced
management team, and currently strong industry demand."


Ratings list:

  Norcraft Holdings L.P.:

    Corporate credit rating -- B+/Stable/--

  Ratings Assigned:

    Senior secured bank loan -- BB (Recovery rtg: 1)


O'SULLIVAN INDUSTRIES: Appoints Russ Steinhorst as CFO
------------------------------------------------------
The Board of Directors of O'Sullivan Industries, Inc., names Rick
Walters as the company's President and Chief Executive Officer.

"Naming Rick to lead O'Sullivan positions the company to continue
the execution of the strategy and plans designed to turn
O'Sullivan into a stronger company for the future," Tom Shandell,
who was named chairman of the O'Sullivan board of directors,
stated.

Mr. Walters joined O'Sullivan as CFO in June 2004 from Newell
Rubbermaid, where he served as group vice president and CFO of the
company's Sharpie/Calphalon group.  He has served as interim CEO
of O'Sullivan since November 2005.

The company also reported the promotion of Russ Steinhorst to
Senior Vice President and Chief Financial Officer, succeeding Mr.
Walters.

Mr. Steinhorst joined O'Sullivan as Corporate Controller in August
2004 from Newell Rubbermaid, where he held progressively
increasing responsibility in various accounting and finance roles,
with his last position as Vice President - Finance for the Sharpie
group.

"Russ has done an outstanding job helping to guide O'Sullivan
through our recently completed restructuring," commented Rick
Walters.  "He is a solid financial and business leader and we look
forward to his continued contributions to O'Sullivan's successes
into the future."

Based in Roswell, Georgia, O'Sullivan Industries Holdings, Inc.
-- http://www.osullivan.com/-- designs, manufactures, and
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture,
garage storage units, television, audio, and night stands,
dressers, and bedroom pieces.  O'Sullivan sells its products
primarily to large retailers including OfficeMax, Lowe's,
Wal-Mart, Staples, and Office Depot.  The Company and its
subsidiaries filed for chapter 11 protection on Oct. 14, 2005
(Bankr. N.D. Ga. Case No. 05-83049).  Joel H. Levitin, Esq., at
Dechert LLP, represents the Debtors.  Michael H. Goldstein, Esq.,
Eric D. Winston, Esq., and Christine M. Pajak, Esq., at Stutman,
Treister & Glatt, P.C., represent the Official Committee of
Unsecured Creditors.  On Sept. 30, 2005, the Debtor listed
$161,335,000 in assets and $254,178,000 in debts.


ONEIDA LTD: Court Okays Shearman & Sterling as Bankruptcy Counsel
-----------------------------------------------------------------
Oneida Ltd. and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Shearman & Sterling LLP as their
bankruptcy counsel.

Shearman & Sterling is expected to:

   a. provide legal advice with respect to the Debtors' powers
      and duties as debtors in possession in the continued
      operation of their businesses and management of their
      properties;

   b. prepare on behalf of the Debtors all necessary
      applications, motions, objections, responses, answers,
      orders, reports and other legal papers;

   c. pursue confirmation of a plan of reorganization and
      approval of the corresponding solicitation procedures and
      disclosure statement;

   d. attend meetings and negotiate with representatives of
      creditors and other parties-in-interest;

   e. provide general corporate, capital markets, securitization,
      employment and litigation advice and other general non-
      bankruptcy legal services to the Debtors;

   f. appear before the Court, any appellate courts and the
      Office of the U.S. Trustee to protect the interests of the
      Debtors; and

   g. perform all other legal services for the Debtors which may
      be necessary and proper in the proceedings.

Douglas P. Bartner, Esq., a member at Shearman & Sterling, tells
the Court that the Firm's professionals bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Partners                        $610 - $850
      Counsel & Associate             $245 - $675
      Legal Assistants/Specialists     $95 - $235

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

Mr. Bartner can be reached at:

      Douglas P. Bartner, Esq.
      Shearman & Sterling LLP
      599 Lexington Avenue
      New York, New York 10022-6069
      Tel: (212) 848-4000
      Fax: (212) 848-7179
      http://www.shearman.com

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.


ONEIDA LTD: Court Okays Kurtzman's Retention as Claims Agent
------------------------------------------------------------
Oneida Ltd. and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to employ Kurtzman Carson Consultants LLC, as
their claims, noticing and balloting agent.

Kurtzman Carson is expected to:

   a. notify all potential creditors of the filing of the
      Debtors' bankruptcy petitions and the setting of the first
      meeting of creditors, pursuant to section 341(a) of the
      Bankruptcy Code, in accordance with the relevant
      provisions of the Bankruptcy Code and Rules;

   b. maintain an official copy of the Debtors' schedules of
      assets and liabilities and statement of financial affairs
      if applicable, listing the Debtors' known creditors and the
      amounts owed;

   c. notify all potential creditors of the existence and amount
      of their respective claims as evidenced by the Debtors'
      books and records and as set forth in the schedules;

   d. furnish a notice of the last date for the filing of proofs
      of claim, and a form for the filing of proofs of claim,
      after the notice and form are approved by the Court;

   e. file with the Clerk within ten days of service an affidavit
      or certificate of service with a copy of the notice, a list
      of persons to whom it was mailed and the date the notice
      was mailed;

   f. docket all claims received, maintain the official claims
      registers for each Debtor on behalf of the Clerk, and
      provide the Clerk with certified duplicate unofficial
      Claims Registers on a monthly basis, unless otherwise
      directed;

   g. specify, in the applicable Claims Register, the following
      information for each claim docketed:

      -- the claim number assigned;
      -- the date received;
      -- the name and address of the claimant and, if
         applicable, the agent who filed the claim; and
      -- the classification of the claim;

   h. record all transfers of claims and provide any notices of
      the transfers required by Bankruptcy Rule 3001;

   i. make changes in the Claims Registers pursuant to orders of
      the Court;

   j. turn over to the Clerk copies of the Claims Registers for
      the Clerk's review, upon completion of the docketing
      process for all claims received to date by the Clerk's
      office;

   k. maintain the official mailing list for each Debtor of all
      entities that have filed a proof of claim, which list will
      be available upon request by a party-in-interest or the
      Clerk;

   l. assist with the solicitation and calculation of votes
      and distribution as required in furtherance of the
      confirmation of plan of reorganization;

   m. 30 days prior to the closing of these chapter 11 cases,
      submit an order dismissing the Firm as the Noticing Agent
      and terminating the services of the Firm upon completion of
      its duties and responsibilities; and

   n. upon the closing of these chapter 11 cases, pack and
      transport all original documents in proper format, as
      provided by the Clerk's office, to the Federal Archives and
      Record Administration.

Eric S. Kurtzman, Esq., chief executive officer of Kurtzman
Carson, tells the Court that the Firm's professionals bill:

      Professional                        Hourly Rate
      ------------                        -----------
      Clerical                             $40 - $65
      Case Manager                         $75 - $115
      Bankruptcy Consultant               $125 - $210
      Senior Bankruptcy Consultant        $225 - $250
      Technology/Programming Consultant   $115 - $195

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

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.


OWENS CORNING: Wants to Expand Scope of Ernst & Young's Employment
------------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for permission to further
expand the scope of Ernst & Young LLP's employment to include,
pursuant to a Master Tax Services Agreement, these services:

   1. tax advisory services
   2. expatriate tax services
   3. Global Employee Assignment Support services

Specifically, Ernst & Young will:

   a. work with the Debtors' personnel or agents in developing an
      understanding of the tax issues and options related to the
      their Chapter 11 filing;

   b. assist and advise the Debtors in their bankruptcy
      restructuring objectives and post-bankruptcy operations by
      determining the tax manner to achieve these objectives;

   c. provide tax advisory services regarding availability,
      limitations and preservation of tax attributes,
      minimization of tax costs in connection with stock or asset
      sales, if any, assist with tax issues arising in the
      ordinary course of business while in bankruptcy;

   d. assist in assessing the validity of tax claims, including
      working with bankruptcy counsel to reclassify tax claims as
      non-priority;

   e. provide analysis of legal and other professional fees
      incurred during the bankruptcy period for purposes of
      determining future deductibility of the costs;

   f. provide documentation, as appropriate or necessary, of tax
      analysis, opinions, recommendations, conclusions and
      correspondence for any proposed restructuring alternative,
      bankruptcy tax issue or other tax matters;

   g. provide assistance with issues under Financial Accounting
      Standard 109 and evaluation and resolution of fresh start
      financial reporting issues, including but not limited to,
      assistance with developing fair market value estimates of
      assets and liabilities;

   h. provide access to the firm's personnel for other
      miscellaneous tax questions and advice;

   i. provide routine tax advice and assistance concerning issues
      as requested by the Debtors' tax department when the
      projects are not covered by a separate project addendum and
      do not involve any significant tax planning or projects;

   j. provide assistance with the preparation of various tax
      returns and tax filings for participants in the Debtors'
      expatriate program; and

   k. provide various GES Services covering existing global
      employee population of the Debtors who are covered by the
      Debtors' International Assignment Program and authorized by
      the Debtors.

Given the nature of the services, the Debtors believe that the
circumstances under which the firm's interest could be adverse to
them is "virtually non-existent."

The Debtors will identify the additional services that the firm
will perform and will authorize the performance of those services
on a project-by-project basis as set forth on a separate addendum
for each project.

For its tax advisory services, the Debtors will pay Ernst & Young
professionals at its hourly rates:

      Professional                            Range
      ------------                         -----------
      National Partner                     $640 - $840
      Principal/Partner                    $480 - $600
      Manager/Senior Manager               $345 - $480
      Staff/Senior                         $150 - $320

A full-text copy of the affidavit filed by Steven T. Herman, a
partner at Ernst & Young, and the schedule of the firm's rates
for expatriate tax services and GES services is available for
free at http://bankrupt.com/misc/StevenHermanAffidavit.pdf

Pursuant to the Master Tax Agreement the firm may subcontract a
portion of certain responsibilities to any of the firm's
entities.  The firm intends to pay its entities under the
subcontracting arrangement directly for their services and to
apply to the Court for reimbursement by the Debtors.

Mr. Herman assures the Court that the firm is disinterested
as defined in Section 101(14) of the Bankruptcy Code and
as required by Section 327(a).

Ernst & Young will not accept any engagement which would require
it to represent interest adverse to the Debtors in any way
relating to the matters in connection to which it is to be
engaged in their Chapter 11 cases, Mr. Herman assures Judge
Fitzgerald.

Owens Corning -- http://www.owenscorning.com/-- manufactures
fiberglass insulation, roofing materials, vinyl windows and
siding, patio doors, rain gutters and downspouts.  Headquartered
in Toledo, Ohio, the Company filed for chapter 11 protection on
October 5, 2000 (Bankr. Del. Case. No. 00-03837).   Norman L.
Pernick, Esq., at Saul Ewing LLP, represents the Debtors.  Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, represents the
Official Committee of Asbestos Creditors.  James J. McMonagle
serves as the Legal Representative for Future Claimants and is
represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 128; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


PACIFIC BIOMETRICS: Private Placement Proceeds Total $4.3 Million
-----------------------------------------------------------------
Pacific Biometrics, Inc. (OTCBB:PBME) completed its private
placement for shares and warrants of common stock, closing on an
additional $500,000 in early April 2006.

This closing was supplementary to the March 8, 2006 closing, which
brought the Company $3,800,065 in gross proceeds.  Total gross
proceeds from the private placement were approximately $4.3
million.

In addition, in early April 2006, the holders of the outstanding
shares of Company Series A preferred stock entered into an
agreement to voluntarily exchange all of their shares of Series A
preferred stock for 1,791,907 shares of common stock.  The
effective date of the exchange is March 31, 2006.

As a result of the transaction, the outstanding shares of Series A
preferred stock will be cancelled, and the Company common stock
will be the only class of stock issued and outstanding.

"These recent events are significant for two reasons," Ron Helm,
Chief Executive Officer, commented.  "First, we achieved our
financing goal for net proceeds, which ends our immediate focus on
financing and which we believe gives us the necessary resources to
move forward on our operations plan during 2006.

"Second, we completed a very important capital restructuring by
converting the Series A preferred into common, which simplifies
and cleans up our capital structure.  We view both of these events
as positive results for PBI, positioning the Company for future
growth and value for our stockholders."

                    About Pacific Biometrics

Established in 1989, Pacific Biometrics Inc. --
http://www.pacbio.com/-- provides specialized central laboratory
and contract research services to support pharmaceutical and
diagnostic manufacturers conducting human clinical trial research.
The company provides expert services in the areas of
cardiovascular disease, diabetes, osteoporosis, arthritis, and
nutrition.  The PBI laboratory is accredited by the College of
American Pathologists and through its non-profit affiliate Pacific
Biometrics Research Foundation is one of only three U.S.-based
laboratories approved and accredited by the Center for Disease
Control as a Cholesterol Reference Laboratory.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Williams & Webster, PS, in Spokane, Washington, expressed
substantial doubt about Pacific Biometrics' ability to continue as
a going concern after it audited the Company's financial
statements for the fiscal year ended June 30, 2005.  The auditing
firm pointed to the Company's recurring net losses and cash flow
shortages.


PARMALAT GROUP: Citibank Can Sue Parmalat Paraguay S.A.
-------------------------------------------------------
In a stipulation approved by the Honorable Robert D. Drain of the
U.S. Bankruptcy Court for the Southern District of New York,
Citibank, N.A., and Citibank, N.A., International Banking
Facility, on one hand, and Dr. Enrico Bondi, CEO of Parmalat
S.p.A. and extraordinary administrator of Parmalat Finanziaria
S.p.A. and certain of its affiliates, on the other hand, agree
that at 5:00 p.m. New York time on May 1, 2006, the Preliminary
Injunction Order will automatically be deemed modified to permit
Citibank to take any action to enforce its rights against Parmalat
Paraguay S.A. or otherwise with respect to the obligations of
Parmalat Paraguay to Citibank in Paraguay.

During the Standstill Period, Parmalat Finanziaria and its
debtor-affiliates will provide Citibank with:

   -- access to company management;

   -- access to their Paraguayan advisers;

   -- access to their books and records;

   -- copies and access to forecasts, budgets, restructuring
      plans, term sheets relating to a sale or other disposition
      of the assets, purchase and sale agreements, and
      correspondence of any kind or nature relating to a sale or
      other disposition of the assets or the restructuring of the
      indebtedness.

Any information obtained by Citibank will be used exclusively for
accessing and seeking a restructuring of the debt of Parmalat
Paraguay.  Citibank will maintain the information as
confidential.

The Standstill Period may be extended for an additional period of
time upon the parties' written agreement.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 71; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PILLOWTEX CORP: Wants to Settle Dispute Over Duke's $1.5MM Claims
-----------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
settlement agreement with Duke Energy Royal LLC.

On June 3, 1998, Pillowtex Corporation and DukeSolutions, Inc.,
Duke Energy's predecessor-in-interest, entered into a Master
Energy Services Agreement.

Under the agreement, Duke will install certain lighting fixtures,
lamps and electronic ballasts in nine of the Debtors' facilities
and a new wastewater heat recovery system at the Debtors'
Columbus, Georgia, plant, while the Debtors will make certain
monthly payments based on Pillowtex's contemplated annual energy
savings generated by the Equipment Collateral over an eight-year
term.

Duke and Pillowtex entered into a settlement agreement and release
to resolve a dispute on June 13, 2003.  Pillowtex agreed to pay
Duke $1,584,000, which represented the secured portion of the
claim.  The parties entered into Consent Order and Judgment,
awarding Duke judgment in the same amount as the 2003 Settlement.

However, Pillowtex failed to make any payment pursuant to the 2003
Settlement and the 2003 Consent Order before Pillowtex commenced
the instant cases on the bankruptcy filing.

On Dec. 23, 2003, Duke filed a proof of claim with respect to the
MESA.  On the same date, Duke filed multiple proofs of claim
against other Debtors.

Duke asserted a secured claim of $4,365,000 and a general
unsecured claim of $5,501,454, totaling $9,866,454.

To settle their dispute, the parties have agreed that in full
satisfaction of all of Duke's claims, Duke will have an allowed
general unsecured claim of $1.5 million against the Debtors.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sold top-of-the-bed products to
virtually every major retailer in the U.S. and Canada.  The
Company filed for Chapter 11 protection on November 14, 2000
(Bankr. Del. Case No. 00-4211), emerged from bankruptcy under a
chapter 11 plan, and filed a second time on July 30, 2003 (Bankr.
Del. Case No. 03-12339).  The second chapter 11 filing triggered
sales of substantially all of the Company's assets.  David G.
Heiman, Esq., at Jones Day, and William H. Sudell, Jr., Esq., at
Morris Nichols Arsht & Tunnel, represent the Debtors.  On July 30,
2003, the Company listed $548,003,000 in assets and $475,859,000
in debts.


PLIANT: Creditors Panel Wants Bonus Plan Documents & Buck Report
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Pliant
Corporation and its debtor-affiliates' cases asks the U.S.
Bankruptcy Court for the District of Delaware to compel the
Debtors and Buck Consultants, LLC, to produce certain documents no
later than April 28, 2006, at 4:00 p.m. (Eastern Time).

The Committee wants the documents sent to the offices of its
bankruptcy counsel, Lowenstein Sandler PC, in Roseland, New
Jersey.

The Committee also wants the Debtors and Buck to make available
one or more individuals designated by the Debtors and Buck as
having the most extensive knowledge of the documents and subject
matter for oral examination at the offices of Ashby & Geddes PA,
the Committee's Delaware counsel, in Wilmington, beginning on
May 8, 2006 (Eastern Time).

Don A. Beskrone, Esq., at Ashby & Geddes, notes that under the
Debtors' Plan of Reorganization, the Debtors intend to
restructure their balance sheet by converting certain prepetition
bond debt into equity in the Reorganized Debtors.

The Debtors also propose to distribute preferred and common stock
to affiliates of JP Morgan Partners, LLC, in an amount sufficient
to maintain JPMC's controlling stake, to avoid triggering certain
"put" rights of the Debtors' secured noteholders and to
leave JPMC in control of the Reorganized Debtors' board of
directors.

The Plan also includes an emergence bonus plan benefiting seven
members of senior management.  Pursuant to the Bonus Plan, the
Senior Executives will receive significant cash bonuses on the
Debtors' emergence from Chapter 11, subject to the achievement of
certain "goals".

The "goals" include (a) emergence from Chapter 11 by certain
dates, (b) payment in full to trade creditors and (c) a subjective
assessment by the Board of the capital structure of the
Reorganized Debtors.

The Committee notes that JPMC elected four of the seven members
of the Debtors' board, including three employees of JPMC.

Mr. Beskrone informs the Court that on March 23, 2006, the
Debtors made a telephonic presentation to the Committee's
representatives regarding the Bonus Plan and delivered a report
by Buck purporting to show the necessity and reasonableness of
the Bonus Plan.

Buck informed the Committee's representative that they had
compared the Bonus Plan to similar plans filed in other bankruptcy
cases.

During the course of that presentation, the Committee's
representatives raised various questions regarding the Bonus Plan
and the Buck Report, and requested that the Debtors disclose to
the Committee the information relied upon in preparing the Buck
Report.

The Debtors and Buck repeatedly refused to provide the
information, which the Committee believes consists primarily of
public information.

In addition to the Bonus Plan, the Plan also includes a
Management Stock Plan and Deferred Cash Incentive Plan.  Under
the Stock Incentive Plan, 8,000 shares of Preferred Stock will be
issued by the Debtors and distributed to members of senior
management.

Neither the Plan nor the Disclosure Statement clarify which or how
many members of senior management will receive shares under the
Stock Incentive Plan, how that determination will be made, or how
and when those shares will vest.

Mr. Beskrone says the Committee also made various inquiries to
the Debtors regarding the involvement of JPMC in the negotiation
of the Support Agreement and the approval of the Plan.  To date,
the Debtors have refused to adequately respond to the Committee's
inquiries regarding the Plan.

Mr. Beskrone asserts that the information sought will further the
Committee's performance of its statutory duty under Section
1103(c) of the Bankruptcy Code.

The information sought is necessary for the Committee to
"investigate the acts, conduct, assets, liabilities, and financial
condition of the debtor, the operation of the debtor[s'] business
and the desirability of the continuance of such business . . .
[and it is] relevant to the case or to the formulation of the
plan."

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)


PLIANT CORP: Wants Until August 1 to Remove State Court Actions
---------------------------------------------------------------
Pursuant to Section 1452 of the Judiciary Code, a party may
remove any claim or cause of action in a civil action other than
a proceeding before the United States Tax Court or a civil action
by a governmental unit to enforce the governmental unit's police
or regulatory power, to the district court for the district where
the civil action is pending, if that district court has
jurisdiction of the claim or cause of action under 28 U.S.C.
Section 1334.

Rule 9027(a)(2) of the Federal Rules of Bankruptcy Procedure
provides, in pertinent part:

     "If the claim or cause of action in a civil action is
     pending when a case under the Code is commenced, a notice of
     removal may be filed only within the longest of (A) 90 days
     after the [Petition Date], (B) 30 days after entry of an
     order terminating a stay, if the claim or cause of action in
     a civil action has been stayed under [Section] 362 of the
     Code, or (C) 30 days after a trustee qualifies in a chapter
     11 reorganization case but not later than 180 days after the
     [Petition Date]."

Pliant Corporation and its debtor-affiliates have not yet been
able to comprehensively evaluate the potential need to remove any
of their pending prepetition civil actions, Robert S. Brady, Esq.,
at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware,
tells Judge Walrath.

Since the Debtors filed for bankruptcy, Mr. Brady explains, they
have focused on the transition into Chapter 11, as well the
formulation and filing of their Plan of Reorganization and
Disclosure Statement.

The Debtors ask the U.S. Bankruptcy Court for the District of
Delaware to extend the time by which they may file notices of
removal through and including Aug. 1, 2006, with respect to civil
actions pending as of the Petition Date.

The Debtors assert that the extension will afford them additional
time to make fully informed decisions concerning removal of each
pending prepetition civil action.  The extension will also assure
that they do not forfeit valuable rights under Section 1452 of
the Judiciary Code.

Mr. Brady assures the Court that the rights of the Debtors'
adversaries will not be prejudiced by the extension because any
party to the action that is removed may seek to have it remanded
to the state court.

The Debtors further ask the Court that an extension be without
prejudice to:

   a. any position they may take regarding whether Section 362 of
      the Bankruptcy Code applies to stay any given civil action
      pending against them; and

   b. their rights to seek further extensions of the removal
      period.

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)


PREMIER ENT: S&P Puts CCC Corp. Credit Rating on Watch
------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Premier
Entertainment Biloxi LLC, including its 'CCC' corporate credit
rating, on CreditWatch with developing implications.

The CreditWatch listing follows Premier's recent announcement that
a tender offer for the company's $160 million 10.75% first
mortgage notes due 2012 at a price of 101 would likely follow the
completion of the purchase by GAR LLC (owner of 55% of the
company's membership interest) of AA Capital Partners Inc.'s 45%
membership interest in the company.  GAR's purchase of AA
Capital's membership interest would be financed by Leucadia
National Corp., at which time Leucadia would cause Premier to
commence a tender offer for all of the outstanding notes.

Ratings upside potential could result from the successful
tendering of the notes.  Ratings downside potential could result
in the absence of a successful tender offer, given:

   * the lack of resolution on insurance claims in amounts
     sufficient to repay the $160 million first mortgage notes;
     and

   * the possibility that Premier could face difficulties making
     upcoming interest payments.

Following a successful tender, Standard & Poor's would likely
withdraw its ratings on the notes.


QUEEN'S SEAPORT: Howard Ehrenberg Appointed as Chapter 11 Trustee
-----------------------------------------------------------------
The Office of the United States Trustee selected Howard Ehrenberg,
Esq., a partner at SulmeyerKupetz, as Chapter 11 Trustee of
Queen's Seaport Development Inc.'s bankruptcy effective April 13,
2006.

Queen's Seaport Development Inc., which oversees the 66 year lease
of the Queen Mary and surrounding 40 acres, filed for bankruptcy
protection in March 2005 when the city of Long Beach claimed that
Queen's Seaport Development, Inc., had taken rental credits it
wasn't entitled to take and owes the city $4.53 million in back
rent.

Had the parties not agreed to the appointment of a Chapter 11
Trustee, then the bankruptcy judge overseeing the case could have
dismissed the case or liquidated QSDI's assets.

As Chapter 11 Trustee of QSDI, Mr. Ehrenberg immediately takes
over all finances and operations of the company.

"My first duty as the trustee is to meet with all of the parties
involved in the case as well as interested third-party investors
in order to develop a reorganization plan," Mr. Ehrenberg said.
"Ultimately, our goal in reorganizing Queen's Seaport Development,
Inc. is to restore the enterprise to profitability."

Mr. Ehrenberg is a member of the Chapter 7 Bankruptcy Panel of
Trustees, appointed by the Office of the United States Trustee,
and a state court receiver.

He is certified as a Business Bankruptcy Law Specialist by the
American Bankruptcy Board of Certification and member of the Los
Angeles Bankruptcy Forum, the Financial Lawyers Conference,
American Bankruptcy Institute and Council of Certified Bankruptcy
Specialists.

He is also a member of the Executive Board of the Commercial Law
and Bankruptcy Section of the Los Angeles County Bar Association
and a former commissioner in the City of Burbank, California.

                      About SulmeyerKupetz

Headquartered in Los Angeles, California, SulmeyerKupetz --
http://www.sulmeyerlaw.com/-- is a law firm that specializes in
bankruptcy, business reorganizations, litigation and commercial
collections.  Established in 1952, SulmeyerKupetz has vast
experience representing a variety of clients in all aspects of
insolvency proceedings, including out-of-court debt
restructurings, negotiation and implementation of complex Chapter
11 plans, debtor-in-possession financing, acquisitions and asset
sales for distressed businesses, and bankruptcy litigation.  The
firm represents both secured and unsecured creditors, lessors,
creditors' committees, debtors, governmental entities, trustees
and receivers.  The firm also serves as local counsel on cases
being managed outside of California.

                      About Queen's Seaport

Headquartered in Long Beach, California, Queen's Seaport
Development, Inc. -- http://www.queenmary.com/-- operates the
Queen Mary ocean liner, various attractions and a hotel.  The
Company filed for chapter 11 protection on March 15, 2005
(Bankr. C.D. Calif. Case No. 05-15175).  Joseph A. Eisenberg,
Esq., at Jeffer Mangles Butler & Marmaro LLP represents the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


REFCO INC: Chap. 7 Trustee Wants Stay Modified to Liquidate Claims
------------------------------------------------------------------
Albert Togut, Esq., the interim Chapter 7 trustee appointed to
oversee the liquidation of Refco LLC's estate, asks the United
States Bankruptcy Court for the Southern District of New York to
modify the automatic stay in Refco, LLC's chapter 7 proceedings in
order to liquidate customer claims that are asserted in a
"specialized tribunal" in which the Customer Litigation is
currently pending.

As of Nov. 25, 2005, Refco, LLC, was a defendant in certain
lawsuits pending in federal or state courts, in preparation
proceedings pending before the Commodity Futures Trading
Commission, and in arbitration proceedings pending before
the National Futures Association.

Vincent E. Lazar, Esq., at Jenner & Block LLP, in Chicago,
Illinois, relates that substantially all of the Customer
Litigation involves claims asserted by customers of Refco LLC
arising out of trading in accounts maintained at Refco LLC.
Certain of the Customer Litigation Claims are subject to
mandatory arbitration under the applicable agreements and law.

In accordance with Section 362 of the Bankruptcy Code,
prosecution of the Customer Litigation is currently stayed as to
Refco LLC.  However, certain of the Customer Litigation, in
particular preparations proceedings pending before the CFTC where
an employee or introducing broker has been named as a co-
defendant with Refco LLC, is continuing against the non-debtor
defendants.

Prior to filing for chapter 7 liquidation, Refco LLC was
represented in a significant percentage of the Customer Litigation
by in-house counsel, who on occasion, also jointly represented
employees or introducing brokers who had been named as co-
defendants in the litigation.

Mr. Lazar asserts that the employees and introducing brokers
named in continuing Customer Litigation generally have continued
to be represented by counsel, but Refco LLC has not been
represented or participated in any ongoing litigation.

Refco LLC was also represented in litigation against customers by
several sets of outside counsel.  Mr. Lazar says that two of
those two law firms have been engaged by Mr. Togut, to represent
him in Customer Litigation and other specialized commodities
disputes with customers or brokers.


A list of Refco LLC's Customer Litigation Claims is available for
free at http://ResearchArchives.com/t/s?81c

Mr. Togut will be represented in the Customer Litigation by a
special counsel with experience in litigation and who previously
represented Refco LLC in similar matters.  Therefore, Mr. Togut
believes that he is in the best position to effectively contest
the Customer Litigation Claims.

With respect to Customer Litigation where an employee or
introducing broker has been named as a co-defendant with Refco
LLC, Mr. Lazar contends that the estate's interests could be
prejudiced if Mr. Togut is not represented in the ongoing
litigation.

Mr. Togut notes that certain of the Customer Litigation Claims
are subject to mandatory arbitration, and likely could not be
litigated before the Court in any event.

Considering the bar date that has been established for filing
proofs of claim against the Debtor's estate, Mr. Togut intends to
expeditiously review all claims and promptly file objections to
any invalid or contested claims.

Mr. Togut asserts that commencing immediately the process of
liquidating Customer Litigation Claims will facilitate the prompt
administration and distribution of the Debtor's estate.

Mr. Togut notes that there may be additional Customer Litigation
Claims of which he is unaware.  In the event he determines that
it is in the estate's interests for the automatic stay to be
lifted, Mr. Togut seeks the Court's authority to file a
supplemental document to identify any Additional Customer
Litigation Claims.

                        About Refco Inc.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc. (Refco Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


REFCO INC: Refco LLC Trustee Wants Expenses Paid Before Conversion
------------------------------------------------------------------
Albert Togut, Esq., the interim Chapter 7 trustee appointed to
oversee the liquidation of Refco LLC's estate, tells the United
States Bankruptcy Court for the Southern District of New York that
he takes no position on Refco LLC's Conversion Motion.

As reported in the Troubled Company Reporter on Mar. 3, 2006, the
U.S. Trustee appointed Mr. Togut, a senior member of Togut Segal &
Segal LLP, as interim Chapter 7 trustee of Refco LLC.

Mr. Togut explains that as a fiduciary, he does not believe it is
appropriate for him to oppose or support the Conversion Motion.

Notwithstanding, if the Court determines to convert Refco LLC's
case from Chapter 7 to Chapter 11, Mr. Togut asks the Court to
condition the conversion upon payment of administrative expenses
incurred in the Chapter 7 administration of the Debtor's estate
and any applicable commission payable to the Trustee.  Refco LLC
should be required to pay, in the ordinary course, all undisputed
operating and other routine Chapter 7 administrative expenses
without the need for further Court order.

Mr. Togut also suggests that the Court set a date for the filing
of requests for allowance and payment of Chapter 7 administrative
expenses not otherwise paid in the ordinary course and establish
a procedure for consideration, allowance and prompt payment of
those expenses.

Mr. Togut says that the Court should also:

   (i) set a deadline 45 days after the date of conversion for
       the Trustee and his professionals to file final
       applications for allowance of compensation for services
       rendered and reimbursement of expenses incurred in
       connection with the case, including any Trustee's
       commission;

  (ii) set a deadline for the filing of objections, if any, to
       those applications;

(iii) schedule a hearing for consideration and approval of the
       applications; and

  (iv) direct Refco LLC to promptly pay the approved fees and
       expenses.

No fees or commissions have been paid to date, Mr. Togut relates.

Mr. Togut notes that he was able to close the sale of Refco LLC's
business to Man Financial, Inc., mere hours after the Chapter 7
filing.  Thus, he was able to preserve substantial value for the
Debtor's estate.

Thereafter, the Chapter 7 Trustee worked diligently to operate
Refco LLC's business on a limited basis, preserve and liquidate
estate assets, and otherwise administer the Debtor's estate.  As
part of this process, the Trustee has incurred, and continues to
incur, substantial administrative expenses on Refco LLC's behalf.

Mr. Togut explains that the parties and professionals providing
services giving rise to the administrative expenses have done so
based on an expectation that they would be paid promptly in the
ordinary course of Refco LLC's Chapter 7 case.  However, if Refco
LLC's case is converted to Chapter 11 absent approval of the
Trustee's request, payment of the administrative expense claims
held by those parties and professionals could be substantially
delayed, potentially until after any Chapter 11 plan is
confirmed.

Mr. Togut assures the Court there is no risk that Refco LLC's
estate is, or might become, administratively insolvent.  The
estate has assets in excess of $750,000,000, and administrative
expenses should never total more than a small fraction of this
amount.

Mr. Togut also notes that the Chapter 7 administrative expenses
should have the same priority as Chapter 11 administrative
expenses arising after any conversion.  He points out In re
Hages, 252 B.R. 789, 798 (Bankr. N.D. Calif. 2000), where the
court held that upon conversion of case from Chapter 7 to Chapter
13, Chapter 7 administrative expenses had same priority as
Chapter 13 administrative expenses.  Mr. Togut says the court in
In re Rodriguez, No. 99-10597, 1999 Bankr. LEXIS 1074, at *12-13
(Bankr. D. Colo. Nov. 8, 1999), had a similar conclusion.

                        About Refco Inc.

Headquartered in New York, New York, Refco Inc. --
http://www.refco.com/-- is a diversified financial services
organization with operations in 14 countries and an extensive
global institutional and retail client base.  Refco's worldwide
subsidiaries are members of principal U.S. and international
exchanges, and are among the most active members of futures
exchanges in Chicago, New York, London and Singapore.  In addition
to its futures brokerage activities, Refco is a major broker of
cash market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco is one of the largest global clearing firms for
derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc. (Refco Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RHODES INC: Files Third Amended Joint Liquidation Plan in Georgia
-----------------------------------------------------------------
Rhodes, Inc., and its two debtor-affiliates, Rhodes Holdings,
Inc., and Rhodes Holdings II, Inc., filed with the U.S. Bankruptcy
Court for the Northern District of Georgia their Third Amended and
Restated Joint Plan of Liquidation.

                      Overview of the Plan

Under the plan Rhodes will continue to exist after the effective
date as a separate corporate entity and Rhodes Holdings and Rhodes
Holdings II will be dissolved.

                       Treatment of Claims

Under the Plan, Administrative Expense Claims, Priority Tax
Claims, and DIP Lender Claims will be paid in full.

Other Secured Claims will receive, in full satisfaction of their
claims, either:

    (a) reinstatement of the legal, equitable and contractual
        rights of the claim, or

    (b) surrender of the collateral securing the claim by the
        Liquidating Agent.

Priority Claims will be paid in full and in cash.

Holders of General Unsecured Claims will a receive their pro rata
share of the liquidation proceeds remaining after payment of
administrative, priority tax, DIP lender, other secured claims,
priority claims and unsecured convenience claims.  The third
amended plan did not quantify how much unsecured creditors will
get.

Unsecured Convenience Claims will receive a one-time cash payment
equal to 25% of their claims.

Holders of Subordinated Claims will receive their pro rate
distribution of the liquidation proceeds remaining after payment
of all other claims except Rhodes Holdings and Rhodes Holdings II
unsecured claims.

Holder of Rhodes Holdings II unsecured claims will receive a
pro rata distribution of the liquidation proceeds remaining after
payment of all other claims.  Holders of these claims will also
receive their pro rata share of any net recoveries on account of
causes of action attributable to the assets of Rhodes Holdings II.
Otherwise, the Debtors say, holders of general unsecured claims
will also be entitled to the distribution.

Under the plan, holders of Rhodes Holdings unsecured claims will
receive no distributions on account of their respective claims.

Holders of interests in the Debtors will receive nothing under the
Plan and those interests will be cancelled and extinguished.

A full-text copy of the Debtors' Third Amended and Restated Joint
Plan of Liquidation is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060419210729

The Court has set a hearing at 10:00 a.m. on May 4, 2006, to
consider confirmation of the plan.

Headquartered in Atlanta, Georgia, Rhodes, Inc., will continue to
offer brand-name residential furniture to middle- and upper-
middle-income customers through 63 stores located in 11 southern
and midwestern states (after disposing of the locations listed
above).  The Company and two of its debtor-affiliates filed for
chapter 11 protection on Nov. 4, 2004 (Bankr. N.D. Ga. Case No.
04-78434).  Paul K. Ferdinands, Esq., and Sarah Robinson Borders,
Esq., at King & Spalding represent the Debtors.  Clifford A. Katz,
Esq., at Platzer, Swergold, Karlin, et al, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated less than $50,000
in total assets but more than $50 million in total debts.


ROTECH HEALTHCARE: Annual Stockholders' Meeting Slated for June 30
------------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Rotech Healthcare, Inc., discloses that it will hold
its Annual Meeting of Stockholders on June 30, 2006.

The Stockholders' meeting was originally scheduled for June 21.

The record date for the determination of stockholders entitled to
notice of, and to vote at, the 2006 Annual Meeting has been fixed
by the Company's Board of Directors as May 1, 2006.

Stockholders who wish to present proposals for inclusion in the
proxy materials to be distributed by the Company in connection
with the 2006 Annual Meeting must submit their proposals to the
Company's Secretary at the principal executive offices of the
Company a reasonable time before the Company begins to print and
mail its proxy materials for the 2006 Annual Meeting.

The Company expects to begin printing and mailing proxy materials
in early May 2006.  Stockholder proposals submitted after that
date will be excluded, unless otherwise required to be included
pursuant to Rule 14a-8 under the Exchange Act, the rules and
regulations of the Securities and Exchange Commission, and other
applicable laws.

Rotech Healthcare, Inc., is a provider of home respiratory care
and durable medical equipment and services to patients with
breathing disorders such as chronic obstructive pulmonary
diseases.

The Company provides its equipment and services in 48 states
through approximately 485 operating centers, located principally
in non-urban markets.

The Company's local operating centers ensure that patients receive
individualized care, while its nationwide coverage allows the
Company to benefit from significant operating efficiencies.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 103; Bankruptcy Creditors' Service, Inc., 215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service downgraded Rotech Healthcare, Inc.'s
corporate family rating to B2 from Ba3; $75 million revolving
credit facility, due 2007, to Ba3 from Ba2; $42 million senior
term loan, due 2008, to Ba3 from Ba2; $300 million face amount
senior subordinated notes, due 2012, to B3 from B2.  Moody's said
the ratings outlook is stable.


RUSSELL CORP: S&P Puts B+ Corp. Credit Rating on Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Atlanta,
Georgia-based athletic apparel and sports equipment manufacturer
Russell Corp. on CreditWatch with positive implications, including
the company's 'B+' long-term corporate credit rating.

Russell Corp.'s total debt outstanding at Dec. 31, 2005, was
$403.5 million.

The CreditWatch placement follows the announcement that Berkshire
Hathaway Inc. (AAA/Stable/A-1+) will acquire Russell's stock for
$18.00 per share in cash, pursuant to a merger agreement.  The
transaction is estimated to be valued about $600 million, and is
expected to close in the third quarter of 2006, subject to
stockholder and regulatory approvals.

Standard & Poor's will monitor events closely as they occur.
Resolution of the CreditWatch will depend on Berkshire Hathaway's
disposition of the existing Russell bonds and its financial
support after the acquisition.


SAXON CAPITAL: S&P Assigns B Rating to Senior Unsecured Debt
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+/B'
counterparty credit rating to Glen Allen, Virginia-based
subprime mortgage lender Saxon Capital Inc. and a rating of 'B'
to the company's senior unsecured debt.  The outlook is stable.

"The ratings reflect the risks associated with the company's focus
on subprime residential mortgages, reliance on third-party sources
for mortgage loan production, its REIT status, and its encumbered
balance sheet," said Standard & Poor's credit analyst Daniel
Martin.

These concerns are offset to some degree by the company's relative
longevity and senior management's experience in dealing with
difficult funding markets and interest rate and economic cycles.

The net interest margin had declined in 2005 as evidenced by
continued margin compression as funding costs had risen at a
faster pace than mortgage coupons.  The decline in Saxon's net
interest income in 2005 reveals a major vulnerability of profit
drivers in the subprime mortgage sector to decreases in volume and
pricing.  Subprime lending is subject to specific risks such as a
dependence on securitization and the whole loan market for
funding.  The current operating environment has been especially
challenging as rising short-term interest rates have resulted in
an increased cost of funding, but not yet translated into similar
increases in subprime mortgage rates, as a result of intensifying
competition in the sector.

In an effort to diversify earnings away from net interest income,
the company has been purchasing third-party servicing rights.  As
a result, servicing fees have grown to be close to about a quarter
of total net revenues (net interest income plus other income) for
the year ended Dec. 31, 2005, compared to approximately 10% for
the same period in 2004.  Standard & Poor's has concerns with this
strategy.  In periods of accelerating prepayments or credit
losses, the value of its purchased mortgage servicing asset could
be significantly impaired.  Saxon's origination platform may not
always be in a position to generate mortgage interest income and
fees sufficient to offset impairments in its servicing rights.
During such a period, Saxon's earnings performance could be very
volatile.  Nevertheless, Standard & Poor's acknowledges that such
periods of accelerated prepayments have historically occurred
during declining interest rate environments, and are unlikely to
occur in the near term.

The risk associated with earnings volatility could be exacerbated
by Saxon's REIT status, which impedes the accumulation of capital
since most taxable income must be paid out.  Should the company
exhibit earnings volatility, Saxon cannot be expected to readily
raise capital externally given the inherent risks in the subprime
market.  Saxon operates a taxable REIT subsidiary whose income can
be retained.  Although the bulk of revenues are generated in the
REIT, Saxon's servicing income is generated in the taxable REIT
subsidiary.

As a result of converting to a REIT recently (2004) and issuing a
substantial amount of equity, Saxon is not likely to run short of
capital anytime soon.  Saxon's leverage compares well with that of
peers, and in certain cases is superior to some very prominent
lenders in the sector, e.g., New Century Financial.  Nevertheless,
the company is likely to lever up over time.

The rating incorporates a certain level of volatility in earnings
performance and asset quality.  The company is vulnerable to
funding disruptions if its performance becomes too erratic, and
Standard & Poor's would move quickly to lower ratings if such a
scenario began to unfold.

Indeed, that the rating is noninvestment-grade reflects this
vulnerability.  For the medium term, however, Standard & Poor's
does not foresee this occurring.


SEALY CORP: Raising $294.2MM in IPO; 28MM Common Shares For Sale
----------------------------------------------------------------
Sealy Corporation will conduct an initial public offering of
shares of its common stock.  Its common stock has been approved
for listing on the New York Stock Exchange under the symbol "ZZ."

The Company expects to net $294.2 million from the IPO.  The
Company is offering 20 million common shares at $16 per share.
These shareholders are also selling an aggregate of 8 million
shares at the same price:

                                             Number of Shares
   Selling Shareholder                       Offered for Sale
   -------------------                       ----------------
   KKR Millenium GP LLC                             6,632,130

   The Northwestern Mutual                            506,326
   Life Insurance Company

   BCP V Grantor Trust                                143,668

   Bain Capital Partners V, L.P.                       88,005

   BCIP Associates                                     57,786

   BCIP Trust Associates, L.P.                         16,787

   BancBoston Capital Inc.                             20,142

   CIBC WG Argosy Merchant Fund 2, L.L.C.              54,384

   Co-Investment Merchant Fund, LLC                     5,366

   Co-Investment Merchant Fund 3, LLC                     677

   Harvard Private Capital Holdings, Inc.             100,712

   JPMorgan Partners (BHCA), L.P.                     120,854

   Teachers Insurance and Annuity                     253,163
   Association of America

The Company will not receive any proceeds from the sale of shares
of its common stock by these selling stockholders.  These selling
stockholders will receive $119.68 million from the stock sale
before expenses.

Of the $448 million gross proceeds from the IPO, $29.12 million
will be used to pay these underwriters:

   Underwriters                           Shares Underwritten
   ------------                           -------------------
   Citigroup Global Markets Inc.               7,840,000
   Goldman, Sachs & Co.                        6,440,000
   J.P. Morgan Securities Inc.                 5,600,000
   Banc of America Securities LLC              2,800,000
   Wachovia Capital Markets, LLC               2,520,000
   Lehman Brothers Inc.                        1,120,000
   SunTrust Capital Markets, Inc.                840,000
   Ferris, Baker Watts, Incorporated             840,000
                                              ----------
      Total                                   28,000,000

                         Use of Proceeds

Of the approximately $294.2 million of net proceeds from the
previously registered shares, the Company intends to use:

   -- approximately $86.7 million to redeem the outstanding
      principal amount of its Pay-In-Kind notes and pay a related
      redemption premium;

   -- approximately $37.7 million to redeem a portion of the
      outstanding principal amount of its 2014 notes and pay
      accrued interest and a related redemption premium;

   -- approximately $125.0 million to pay a special dividend to
      its existing stockholders;

   -- approximately $17.3 million to pay a transaction-related
      bonus to members of management and $11.0 million to Kohlberg
      Kravis Roberts & Co. to terminate the Company's future
      obligations under its management services agreement.

                         Dividend Policy

Immediately prior to the consummation of the offering, the Company
will declare a one-time cash dividend of $125.0 million to its
existing stockholders, to be paid from a portion of the net
proceeds of this offering.

In addition, on the completion of this offering, the Company
currently intends to adopt a policy of declaring, subject to
legally available funds, a quarterly cash dividend on each common
share commencing in the third quarter of 2006, unless our board of
directors, in its sole discretion, determines otherwise.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?801

                           About Sealy

Sealy Corporation is the largest bedding manufacturer in the
world.  The Company manufactures and markets a broad range of
mattresses and foundations under the Sealy(R), Sealy
Posturepedic(R), Sealy Crown Jewel(R), Sealy Correct Comfort(R),
Stearns & Foster(R), and Bassett(R) brands. Sealy has the largest
market share and highest consumer awareness of any bedding brand
in North America.  Sealy is also a leading supplier to the
hospitality industry.

In its last Form 10-Q filing for the period ending Feb. 29, 2004,
Sealy Corporation's balance sheet shows a stockholders' deficit of
$61,850,000 compared to a deficit of $76,162,000 at Nov. 30, 2003.


SND ELECTRONICS: Wants to Sell Assets to AstonTec for $710,000
--------------------------------------------------------------
SND Electronics, Inc., asks the U.S. Bankruptcy Court for the
District of Connecticut for permission to sell substantially all
of its assets to AstonTec Holdings, LLC, for $710,000.

Over the past year, the Debtor experienced a significant downturn
in sales resulting in insufficient working capital to maintain
ongoing business operations.  As a result, it suffered significant
revenue loss, market share and the departure of key employees.

The Debtor believes that selling its assets will avoid foreseeable
continuing operating losses and diminution of the value of its
assets.

The Debtor will conduct an auction to any qualified bidder other
than AstonTec, on the day of the sale hearing at the offices of:

        Neubert, Pepe & Monteith, P.C.
        195 Church Street
        New Haven, Connecticut

If the assets are sold to another bidder, the Debtor agrees and
seeks Court's approval to pay AstonTec a $75,000 break-up fee.

Furthermore, the Debtor wants to assume and assign executory
contracts and unexpired leases to the successful bidder.  Court
documents don't disclose the Debtor's assumed contract and leases.

Headquartered in Greenwich, Connecticut, SND Electronics, Inc. --
http://www.snd.com/-- distributes electronic equipment for
computer and communications products.  The company filed for
chapter 11 protection on Mar. 9, 2006 (Bankr. D. Conn. Case No.
06-30286).  Douglas S. Skalka, Esq., at Neubert, Pepe, and
Monteith, P.C., represents the Debtor in its restructuring
efforts.  As of Feb. 24, 2006, the Debtor reported assets totaling
$10,323,554 and debts totaling $12,703,812.


SOUTHERN UNION: Asks Shareholders to OK Restructuring & Asset Sale
------------------------------------------------------------------
Southern Union Company plans to transfer all of remaining assets
of its New England Gas Company division, all of which relate to
operations in Massachusetts, to one of its subsidiaries.

The Rhode Island operations of the Company's New England Gas
Company division will also be sold to National Grid USA of for
$575 million, subject to a working capital adjustment, less
assumed debt of $77 million.  The proposed asset sale is under a
Feb. 16, 2006, agreement.

Both proposals will be up for a vote during the Annual Meeting of
Stockholders to be held at 11:00 a.m. (Eastern Time) on Tuesday,
May 2, 2006, at The Regency, 540 Park Avenue at 61st Street, New
York City.

            Restructuring of Massachusetts Operations

The Company's Board of Directors determined that it will be
preferable for the remaining assets of New England Gas to be held
by a direct or indirect, wholly owned subsidiary of the Company,
rather than through the current divisional structure.

The recent repeal of the Public Utility Holding Company Act will
now permit the Company to adopt this strategically advantageous
structure.

Under Massachusetts law, the Company must get the approval of its
stockholders to transfer the Massachusetts operations of its New
England Gas Company division to a Company subsidiary.

Accordingly, the Company is seeking stockholder approval of the
transfer.  The Company may determine to transfer the Massachusetts
operations of its New England Gas Company division to a subsidiary
of the Company regardless of whether it completes the National
Grid Transaction.

                            Asset Sale

As reported in the Troubled Company Reporter on Feb. 21, 2006, the
Company will use proceeds from the sale to retire a portion of the
bridge facility financing for the acquisition of Sid Richardson
Energy Services.  Merrill Lynch & Co. and Lehman Brothers served
as financial advisors to Southern Union in this transaction.

The assets to be conveyed to National Grid USA constitute less
than 10% of Southern Union's total assets.  Southern Union does
not believe that Section 39-3-24 of the Rhode Island General
Laws requires it to obtain stockholder approval to complete the
National Grid Transaction.

To be sure, the Company asked the Rhode Island Division of Public
Utilities and Carriers for a ruling.  However, the Company does
not expect that the RI Division will issue its ruling soon.

Consequently, to minimize the cost of obtaining any stockholder
approval that may be required, and to obtain stockholder approval
as soon as possible, the Company is requesting that its
stockholders approve the National Grid Transaction at the Annual
Meeting.

If the RI Division ultimately rules that Section 39-3-24 of the
Rhode Island General Laws does not require Southern Union to
obtain stockholder approval to complete the National Grid
Transaction, then Southern Union intends to proceed with the
National Grid Transaction without regard to the results of the
stockholder vote on this proposal.

If approval of the National Grid Transaction is required under
Section 39-3-24 of the Rhode Island General Laws, then the
approval will require the affirmative vote of the holders of two-
thirds of the issued and outstanding common stock.  Broker non-
votes and abstentions will have no impact on the vote for this
proposal.

                        Other Agenda Items

Other items up for a vote during the Annual Meeting are:

   -- the election of nine directors to serve until the next
      annual meeting of stockholders or until their successors are
      duly elected and qualified;

   -- the adoption of the Company's Second Amended and Restated
      2003 Stock and Incentive Plan;

   -- the adoption of the Amended and Restated Executive Incentive
      Bonus Plan;

   -- The ratification of the appointment of
      PricewaterhouseCoopers LLP as the Company's independent
      external auditor for the year ending December 31, 2006; and

   -- The transaction of other business as may properly come
      before the Annual Meeting or any adjournment thereof.

A full-text copy of the Definitive Proxy Statement is available
for free at http://ResearchArchives.com/t/s?7fe

                       About Southern Union

Southern Union Company -- http://www.sug.com/-- is
engaged primarily in the transportation, storage and distribution
of natural gas.  Through Panhandle Energy, the Company owns and
operates 100% of Panhandle Eastern Pipe Line Company, Trunkline
Gas Company, Sea Robin Pipeline Company, Southwest Gas Storage
Company and Trunkline LNG Company - one of North America's largest
liquefied natural gas import terminals.  Through CCE Holdings,
LLC, Southern Union also owns a 50% interest in and operates the
CrossCountry Energy pipelines, which include 100% of Transwestern
Pipeline Company and 50% of Citrus Corp.  Citrus Corp. owns 100%
of the Florida Gas Transmission pipeline system.  Southern Union's
pipeline interests operate approximately 18,000 miles of
interstate pipelines that transport natural gas from the San Juan,
Anadarko and Permian Basins, the Rockies, the Gulf of Mexico,
Mobile Bay, South Texas and the Panhandle regions of Texas and
Oklahoma to major markets in the Southeast, West, Midwest and
Great Lakes region.  Through its local distribution companies,
Missouri Gas Energy, PG Energy and New England Gas Company,
Southern Union also serves approximately one million natural gas
end-user customers in Missouri, Pennsylvania, Rhode Island and
Massachusetts.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Moody's Investors Service confirmed the Baa3 senior unsecured debt
ratings of Southern Union Company with negative outlook and its
transportation and storage subsidiary, Panhandle Eastern Pipe Line
Company, LLC, with stable outlook.  Moody's also confirmed the Ba2
rating on Southern Union Company's non-cumulative perpetual
preferred securities.


SYSTEMS MANAGEMENT: Malone & Bailey Expresses Going Concern Doubt
-----------------------------------------------------------------
Systems Management Solutions, Inc.'s auditor, Malone & Bailey, PC,
expressed substantial doubt about the Company's ability to
continue as a going concern, pointing to the Company's recurring
losses from operations and negative working capital.

In its Annual Report in Form 10-K filed with the U.S. Securities
and Exchange Commission on March 27, 2006, the Company reported
$3,033,405 net loss from operations on $2,463,677 of net revenues
for the year ending Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet shows $712,945 in
total assets and $4,289,748 stockholders equity.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?819

Systems Management Solutions, Inc., is a diversified holding
company that, through ASPECT (one of its operating subsidiaries)
provides business services, software and solutions primarily to
the small and mid-sized business sector and through SMS
Envirofuels, Inc., (its most recent acquisition) provides
biodiesel to distributors.


TECO AFFILIATES: Court Closes Chapter 11 Cases
----------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona entered a
final decree on April 11, 2006, closing the Chapter 11 cases of
Union Power Partners, L.P., Panda Gila River, L.P., Trans-Union
Interstate Pipeline, L.P., and UPP Finance Co., LLC.

The Court directed the reorganized Debtors to:

    * provide a notice of the Final Decree to all creditors and
      parties-in-interest; and

    * pay to the Office of the U.S. Trustee any unpaid fees in
      accordance with Section 1930(a)(6) of the Judiciary
      Procedures Code.

The Debtors told the court that they have substantially
consummated the confirmed Plan of Reorganization.

Craig D. Hansen, Esq., at Squire Sanders & Dempsey, LLP, in
Phoenix, Arizona, relates that the Reorganized Debtors have
completed, or are in the process of completing, all of the
distributions required to be made under the Plan including
distributions to unsecured creditors.

Distributions that have not been completed concern some property
tax claims entitled to administrative or priority status that
have not yet been assessed against the Reorganized Debtors.
However, the Reorganized Debtors anticipate that the claims will
be paid in the ordinary course of business when, and as they come
due, under the Plan, Mr. Hansen explains.

In addition, the Reorganized Debtors tell the Court that they have
already:

    * rejected unnecessary agreements, assumed all remaining
      executory contracts and unexpired leases, and paid all
      amounts necessary to effectuate the assumption;

    * obtained Court ruling disallowing Disputed Claims in their
      entirety;

    * paid all:

      -- administrative costs and expenses and anticipate
         that no further applications for payment of
         administrative claims will be made; and

      -- approved fees and expenses incurred through and including
         the Confirmation Date by the professionals retained in
         their Chapter 11 cases; and

    * paid, or will pay within 10 business days after entry of a
      final decree closing the Chapter 11 cases, all fees payable
      to the U.S. Trustee.

All pending requests, contested matters, and fee applications
have been resolved by final order, Mr. Hansen says.  No appeals
have been filed or are pending with respect to the Reorganized
Debtors' Chapter 11 cases.

As part of the consummation of the Plan, the ownership interests
in the Reorganized Debtors have likewise been transferred to
Entegra Power Group LLC, Mr. Hansen adds.

                      Cases Should be Closed

Section 350 of the Bankruptcy Code provides that "after an estate
is fully administered and the court has discharged the trustee,
the court shall close the case."

Because the Bankruptcy Code does not define when a Chapter 11
case has been fully administered, courts look to certain factors
identified in the Advisory Committee Note to Rule 3022 of the
Federal Rules of Bankruptcy Procedure in determining whether this
standard is met.

These factors include whether:

    (1) the order confirming the plan has become final;

    (2) deposits required by the plan have been distributed;

    (3) the property proposed by the plan to be transferred
        has been transferred;

    (4) the debtor or the successor of the debtor under the
        plan has assumed the business or the management of the
        property dealt with by the plan;

    (5) payments under the plan have commenced; and

    (6) all motions, contested matters, and adversary proceedings
        have been finally resolved.

Mr. Hansen assures the Court that all of these factors have been
met in the Reorganized Debtors' Chapter 11 cases because:

    (i) the order entered on May 11, 2005, confirming the
        Reorganized Debtors' Plan, was not appealed and is now a
        final order;

   (ii) no deposits were required to be funded under the Plan;

  (iii) all property transfers required under the Plan have been
        completed;

   (iv) the Reorganized Debtors continue to manage their business
        and continue their operations as set forth in the Plan;

    (v) all payments to creditors required under the Plan have
        been commenced or completed; and

   (vi) all requests and contested matters have been fully
        resolved by final order.

Panda Gila River, L.P., Union Power Partners, L.P., Trans-Union
Pipeline, L.P., and UPP Finance Co., LLC --
http://www.tecoenergy.com/-- own and operate the two largest
combined-cycle natural gas generation facilities in the United
States.  The Debtors filed for bankruptcy protection on Jan. 26,
2005 (Bank. D. Ariz. Case No. 05-01143, and 05-01149 through
05-01151).  Craig D. Hansen, Esq., Thomas J. Salerno, Esq., and
Sean T. Cork, Esq., at Squire, Sanders & Dempsey L.L.P., represent
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they listed
$2,196,000,000 in total assets and $2,268,800,000 in total debts.
The Court confirmed the Debtors' Amended Joint Plan of
Reorganization on May 11, 2005 and that plan became effective on
June 1, 2005.  (TECO Affiliates Bankruptcy News, Issue No. 15;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


TENET HEALTHCARE: To Sell $16MM Gulf Coast Medical Center to HMA
----------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) reported that a company
subsidiary has signed a definitive agreement to sell the 189-bed
Gulf Coast Medical Center in Biloxi, Mississippi, to Health
Management Associates, Inc. (NYSE:HMA).

Net after-tax proceeds, including the liquidation of working
capital, are estimated to be approximately $16 million.  The
company expects to use the proceeds for general corporate
purposes.  Gulf Coast Medical Center is Tenet's only hospital in
Mississippi.

The company said the devastating impact of last summer's
hurricanes had caused it to reevaluate its operations in
Mississippi, mainly as a result of continuing uncertainty about
the long-term health care needs of the area.

Tenet decided that turning over the hospital to an operator with
other significant health care operations in the area would be in
the best interests of the community and would speed the return of
services.  HMA operates Biloxi Regional Medical Center in Biloxi.

                     Terms of the Agreement

Under the agreement, HMA has committed to offer employment to
substantially all Gulf Coast Medical Center employees in good
standing.  The sale, which is expected to be completed by May 31,
is subject to customary regulatory approvals.

               About Health Management Associates

Health Management Associates, Inc. -- http://www.hma-corp.com/--  
owns and operates general acute care hospitals in non-urban
communities located throughout the United States.  Upon completion
of its previously announced transaction to acquire the 83-bed
Cleveland Clinic Naples Hospital in Naples, Florida, HMA will
operate 61 hospitals in 16 states with approximately 8,628
licensed beds.

                      About Tenet Healthcare

Tenet Healthcare Corporation -- http://www.tenethealth.com/--  
through its subsidiaries, owns and operates acute care hospitals
and related health care services.  Tenet's hospitals aim to
provide the best possible care to every patient who comes through
their doors, with a clear focus on quality and service.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Moody's Investors Service affirmed Tenet Healthcare Corporation's
B3 ratings and speculative grade liquidity rating at SGL-4.
Moody's says the outlook for the ratings remains negative.


TEXAS PETROCHEMICALS: Moody's Rates $280 Million Term Loan at Ba3
-----------------------------------------------------------------
Moody's assigned a Ba3 corporate family rating to Texas
Petrochemicals LP and a Ba3 rating to its $280 million senior
secured term loan facility.

The ratings were assigned in connection with the upcoming purchase
of Huntsman's U.S. butadiene and MTBE business, which will be
funded with the aforementioned rated debt.  A stable outlook was
also assigned.

TPC is also establishing a $115 million five-year senior secured
revolving credit facility, which is not rated. This is the first
time Moody's has rated TPC following its emergence from
bankruptcy.

The ratings reflect TPC's narrow product line, concentrated
operational and geographic profile, single operating division
structure and increased capital expenditures needed to bring
facilities into NOx compliance.

Supporting the rating are its modest pro forma leverage, and cash
flow and capitalization metrics, some of which would map to a
"Baa" rating using Moody's chemical industry methodology.

Moody's expects that TPC will enjoy more stable earnings due to
contract pricing with a majority of its customers, which
contractually insulates sales from feedstock, sales price and
energy price fluctuations.

Moody's believes that the integration of the acquired Huntsman
assets should not be troublesome given TPC's familiarity with the
business and experience operating similar plant assets.

In the past methyl tertiary butyl ether has been a significant
portion of revenues and earnings for TPC as well as the acquired
Huntsman assets.

TPC's and the entire industry's sales of MTBE are expected to drop
sharply due to the lack of liability protection for MTBE producers
and the move to a renewable fuels standard in the Energy Policy
Act of 2005.

TPC will likely cease production at their Houston facility and the
purchased Huntsman facility in the next one to two years.  Moody's
notes there can be some risk associated with managing this decline
in the MTBE business.

The notching of the senior secured term loan at the corporate
family rating reflects the fact that secured debt makes up the
vast majority of TPC's debt.

The term loan is secured by a first priority lien on substantially
all real property of the borrower other than inventory and
accounts receivable, and a second priority lien on inventory and
accounts receivable.

The revolving credit facility has a first priority lien on the
inventory and accounts receivable.  The term loan agreement will
not contain any financial covenants.

The stable outlook reflects Moody's expectation that the company
will continue to grow its sales and that free cash flow will be
sufficient to pay down debt.

Texas Petrochemicals, LP is a processor of C4 hydrocarbons, and
MTBE.  TPC emerged from bankruptcy in May 2004 and many of its
current shareholders are former holders of the predecessor firm's
distressed debt.  As of the fiscal year ended June 30, 2005, TPC
had sales of $936 million.


TITANIUM METALS: Company's Request Prompts S&P to Withdraw Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit and its other ratings on Titanium Metals Corp. at the
Denver, Colorado, company's request.


UAL CORP: Battles with Argenbright Over Prepetition Obligations
---------------------------------------------------------------
Before UAL Corporation and its debtor-affiliates filed for
bankruptcy protection, Argenbright Security, Inc., and United
Air Lines, Inc., were parties to numerous contracts pursuant to
which Argenbright performed necessary and vital passenger
screening and airport security services as well as sky cap,
transportation and other aviation services for United at numerous
airports throughout the country.

United owed Argenbright $7,898,311 for services rendered prior to
the Debtors' bankruptcy filing.  On May 12, 2003, Argenbright
filed a claim for the prepetition debt.

In November 2001, shortly after the Sept. 11, 2001, terrorist
attacks, Congress passed the Aviation and Transportation Security
Act, Pub L. No. 107-71, 115 Stat. 597.

Under the ATSA, the Transportation Security Administration was
formed headed by the Under Secretary of Transportation for
Security to assume responsibility for passenger and cargo
screening and airport security functions at all domestic airports
by Feb. 17, 2002.

                         UAL-FAA Contract

On February 17, 2002, United and the Federal Aviation
Administration entered into a contract to address the provision
of security services because the U.S. Government was not yet in a
position to take over the performance of those services.

The Contract states that the U.S. Government will reimburse
United for its continued performance of certain aviation
screening functions until the TSA was in a position to assume
responsibility for the actual performance of the security
services by federal employees.

The Contract expressly provides that United will continue its
contracts with Argenbright, and the FAA, through the TSA, will
reimburse United for its costs of continuing its contracts with
Argenbright.

Argenbright provided security services on behalf of United and
the Government at various airports through early December 2002,
at which time the TSA took over the responsibility.

Christopher H. Murphy, Esq., at Cozen O'Connor, in Chicago,
Illinois, tells Judge Wedoff that on the Petition Date,
Argenbright was owed $2,767,774 for security services performed
after the passage of the ATSA and prior to the Petition Date.
The TSA Debt consists about 35% of Argenbright's Claim against
the Reorganized Debtors.

                  Argenbright's Motion to Compel

Pursuant to the order approving the Debtors' debtor-in-possession
financing, the Debtors are required to remit funds received from
TSA to Argenbright for Security Services.

During the first few months after the Petition Date, Mr. Murphy
relates, Argenbright attempted to collect the TSA Debt on an
informal basis to no avail.  Thus, Argenbright filed a request in
Court seeking to compel payment.

In response, United told Argenbright that it has submitted an
invoice to the TSA on Jan. 3, 2003, for $2,469,599.  United
informed Argenbright that the January Invoice did not equal the
amount of the TSA Debt because United disputed whether certain
invoices that Argenbright submitted were reimbursable by the TSA
under the Contract.

Furthermore, United indicated that it surmised that the TSA had
not paid the January Invoice because of the pendency of an audit
by the TSA and the fact that United was embroiled in a dispute
with the U.S. Government.

                        UAL vs. Government

During the early months of the Reorganized Debtors' Chapter 11
cases, the U.S. Government effectively froze any payment to the
Reorganized Debtors from any of its various administrative
bodies, including the TSA.

Due to the U.S. Government's refusal to make payments, the
Reorganized Debtors commenced an adversary proceeding against the
U.S. Government on March 3, 2003.

Argenbright agreed to adjourn the hearing on its Motion to Compel
in anticipation of a consensual resolution of its Motion to
Compel in the context of a settlement of the Debtors' Adversary
Proceeding.

The Debtors and the U.S. Government settled the adversary
proceeding by a Court-approved stipulation but it did not resolve
issues raised in the Motion to Compel, Mr. Murphy notes.

The stipulation provided for the release of substantial funds --
over $300 million -- to the Debtors and postponed any final
resolution of the issues until after the June 9, 2003, deadline
for government entities to file proofs of claim.

On June 5, 2003, the TSA filed proofs of claim against United for
$2,853,441.  TSA's claim is largely for unpaid monthly Aviation
Infrastructure Fees.

Subsequently, the TSA admitted that it owed United $4,444,777
under the Contracts and that the TSA decided to set off the amount
that it owed United against of its claim against United.

In late June 2003, the TSA remitted a check to United for the
$1,591,336 excess of United's claim over the TSA's Claim.

                        TSA Debt Payments

United initially refused to turn over the TSA Partial Payment to
Argenbright.  However, as a result of Argenbright's persistence
and the TSA's ultimate acknowledgement that the TSA Partial
Payment was remitted to United on account of Argenbright's
services, United turned over these funds to Argenbright in late
July 2003.  Argenbright withdrew the Motion to Compel without
prejudice.

As a result of the TSA Partial Payment, the TSA Debt was reduced
to $1,176,438.

In November 2003, United submitted an additional invoice to the
TSA for services rendered by Argenbright prior to the Petition
Date.

Recently, after numerous requests for payment, the TSA remitted
payment in satisfaction of the November 2003 invoice for
$193,971.

The remaining TSA Debt after the reduction for the TSA Partial
Payment and the Second Partial Payment is $982,467.

Despite Argenbright's continued informal efforts over the past
two years to collect the Remaining TSA Debt, United and the
Government have refused to make payments.

Furthermore, in addition to the Remaining TSA Debt, Argenbright
and United entered into an agreement whereby Argenbright agreed
to purchase and install certain security devices for use at the
Dulles Airport in Washington, D.C.

United agreed to pay Argenbright for the Screening Equipment in
monthly installments over a five-year period, from November 2000
through November 2005.

The Screening Equipment has been used by the TSA in performing
its security functions as mandated by the ATSA since the TSA took
over the performance of those functions from Argenbright around
December 2002.

Mr. Murphy relates that Argenbright has not received payment for
the Screening Equipment from United or TSA since prior to the
Petition Date.  Argenbright is currently owed $154,805 for the
equipment.  United has informed Argenbright that it believes that
the TSA is responsible for the Screening Equipment Claim.

Argenbright has made several demands for payment of the Screening
Equipment Claim and for payment of the Remaining TSA Debt to
which it has received no response from the Government.

Against this backdrop, Argenbright asks the Court to:

   a. find that the Government is in breach of the Contract and
      award Argenbright $982,467;

   b. find that it would be unjust for the Government to receive
      the benefit of Argenbright's services without compensating
      Argenbright, and award Argenbright $982,467;

   c. declare that the set-off by the Government was improper and
      direct the Government to remit $878,454 to United and for
      remittance forthwith to Argenbright;

   d. direct United to remit $878,454 to Argenbright;

   e. direct the Government to turn over the Screening Equipment
      to Argenbright or pay $154,805 to Argenbright;

   f. direct the Government to pay $154,805 for the Screening
      Equipment;

   g. disallow the Government's Claim against United;

   h. direct United to remit the remaining invoices to the
      Government for payment forthwith; and

   i. award Argenbright its costs and reasonable attorneys' fees
      and expenses.

1.  United

Jeffrey W. Gettleman, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, points out that Argenbright, by its own admission, only
performed prepetition services for United.  Any debts that arose
from the provision of these services are prepetition debts.

Either these prepetition debts are subsumed in Argenbright's
claim in United's bankruptcy case, in which case they will be
resolved in due course during the claims allowance/disallowance
process, or Argenbright failed to file a proof of claim in
United's bankruptcy for those debts.

Mr. Gettleman notes that this appears to be the case for the
Screening Equipment Claim, which as Argenbright admits was "in
addition to" the prepetition "Remaining TSA Debt."  Any attempt to
assert a prepetition claim now is time-barred, Mr. Gettleman
argues.

Furthermore, to the extent the remaining invoices represent
prepetition debts to Argenbright that is not included in the
proof of claim it filed, Mr. Gettleman asserts any attempt to
assert that claim now is time-barred.

Moreover, the Screening Equipment was installed at Dulles Airport
in 2002 and is being used by the TSA at the airport.  There is no
suggestion that United has the Screening Equipment in its
possession.

Therefore, to the extent that Argenbright seeks a money judgment
against United for the equipment claim, this would be a general,
unsecured prepetition debt of United, for which Argenbright did
not file a proof of claim.  Thus, the Screening Equipment Claim
would also be time-barred.

2.  U.S. Government

Mary A. DeFalaise, Esq., at the United States Department of
Justice, in Washington, D.C., argues that Argenbright's claims
against the Government Defendants should be dismissed because
Argenbright fails to establish certain issues.

Ms. DeFalaise points out that Argenbright failed to plead a
waiver of sovereign immunity for any of its claims against the
Government Defendants.  Argenbright also failed to establish
subject matter jurisdiction and a cause of action before bringing
against the United States, Ms. DeFalaise adds.

Furthermore, Ms. DeFalaise notes, Argenbright's claims against
the United States or the other Government Defendants do not arise
under, arise in or are related to the Bankruptcy Code.

Ms. DeFalaise argues that Argenbright's turnover and lifting of
the automatic stay requests should also be dismissed because
Argenbright has failed to state a claim on which relief can be
granted.

Ms. DeFalaise explains that these requests do not involve property
of the Reorganized Debtors' estates and the United States is
permitted to place an administrative freeze on the funds that are
potentially subject to set-off.

                            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)


US AIRWAYS: Adopts Incentive Compensation Plan Targets for 2006
---------------------------------------------------------------
In a regulatory filing with the Securities & Exchange Commission,
James E. Walsh, III, senior vice president and general counsel of
US Airways Group, Inc., discloses that USAir executives and other
key management employees are eligible to participate in US
Airways Group's Incentive Compensation Plan.

Within 90 days of the beginning of each plan year under the
Incentive Compensation Plan, the Compensation and Human Resources
Committee of USAir's Board of Directors may award qualified
incentive awards.

According to Mr. Walsh, the awards are intended to be
performance-based awards under Section 162(m) of the Internal
Revenue Code of 1986 by establishing the target awards as a
percentage of base salary and the performance measures against
which the target awards will be measured, which are generally
related to the company's performance.

If the performance measures are met at the maximum level, the
participant may be paid the qualified incentive award at up to
200% of the target amount, subject to decrease by the Committee
based on individual performance.  The maximum qualified award may
not exceed two times the lesser of the participant's base salary:

    -- on May 19, 2004; or
    -- on the date the Committee establishes the qualified award.

After Committee approval, the qualified awards are paid as lump
sum cash distributions as soon as practicable after the end of
the plan year.

The Committee may also grant incentive awards, discretionary bonus
awards or qualified bonus awards in lieu of or, in some cases, in
addition to, the qualified incentive awards.

Mr. Walsh further discloses that on Jan. 17, 2006, the Committee
established:

    (a) corporate financial targets based on net earnings for
        fiscal year 2006; and

    (b) a pool from which to make awards to participants in the
        Incentive Compensation Plan based on the attainment in
        fiscal year 2006 of the corporate financial targets.

Mr. Walsh says that if the fiscal year 2006 corporate performance
target is met, the Committee can award a qualified incentive
award to the individual based on the achievement of the corporate
goal, as well as individual performance, up to a maximum of two
times the target award.

The Committee established the target awards at these percentages
of base salary:

       Position                   Percentage
       --------                   ----------
       Chief Executive Officer       80
       Executive Vice Presidents     60
       Senior Vice Presidents        45
       Vice Presidents               35

However, if the performance target is not met, no award will be
paid, Mr. Walsh explains.  No awards will also be paid if there
is no payout under the profit-sharing plan.

In no event will the aggregate amount of awards paid out to the
participants exceed the established pool.  The Committee reserves
the right to decrease the awards or to make no payment of an
award regardless of the attainment of the performance target, Mr.
Walsh adds.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News, Issue No. 114; Bankruptcy Creditors' Service, Inc.,
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on April 5, 2006,
Moody's Investors Service placed a B2 rating on the $1.1 billion
secured credit facility of US Airways Group, Inc.  Moody's also
assigned a B3 corporate family rating at the Parent level and
withdrew the corporate family rating previously assigned to
America West Airlines, Inc.  The outlook has been changed to
stable.


VARIG S.A.: Reaches $400 Mil. Purchase Pact with Varig Logistica
----------------------------------------------------------------
Viacao Aerea Rio Grandense aka Varig reached last week a purchase
agreement with its former logistics arm -- Varig Logistica S.A. --
for the airline's purchase for US$400 million, 14% higher than
VarigLog's offer made on April 4, Bloomberg News reports.

The proposed sale, once approved by the U.S. Bankruptcy Court for
the Southern District of New York, will help the bankrupt airline
from collapsing.

As previously reported, Varig is in danger of being grounded as a
result of non-payment of airport fees and rising costs of fuel.
The air carrier is also planning to return 15 of its leased planes
to cut costs.

"Varig will definitely keep on flying if this proposal is
approved," Marco Antonio Audi, chairman of Varig Log told
Bloomberg in a telephone interview from Sao Paulo, Brazil.
"We will keep all Varig's domestic and international routes."

Brazilian President Luiz Inacio Lula da Silva said that the
government won't bail out the airline, and state- controlled oil
company Petroleo Brasileiro SA refused loans to the carrier for
jet fuel despite pleas from workers.

Mr. Audi informed Bloomberg that Varig Log plans to acquire a
company that will be spun off from Varig in a bankruptcy
reorganization plan approved by creditors and the U.S. Court last
year.  Under the offer, Varig Log will buy a company that controls
Varig's assets such as routes and service contracts and will be
free of the airline's debt. Varig Log is willing to let the
airline's 10,600 workers acquire a minority stake in the new
company.

                    Treatment of Varig's Debts

According to Mr. Audi, Varig Log will assume some liabilities of
Varig such as its mileage program and already-sold tickets.  Varig
Log will finance the purchase with its own cash and debt,
Bloomberg relates.

Furthermore, majority of Varig's 7 billion reals liabilities will
be held by a separate, non-company, Mr. Audi continued.  That
company will pay Varig's creditors out of funds the federal
government is giving the airline to compensate for losses stemming
from a mandatory freeze on ticket prices in late 1980s and early
1990s to quell inflation, Bloomberg relates.

Varig's biggest creditor is the government and state-controlled
companies, which it owes about 3.5 billion reals for social
security taxes, airport fees and jet fuel.  The airline's employee
pension fund Aerus is the biggest private creditor, owed about 2.3
billion reals.

                            About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.


VILLAGES AT SARATOGA: Court Approves Amended Disclosure Statement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah approved the
Amended Disclosure Statement explaining The Villages at Saratoga
Springs, LC's Amended Chapter 11 Plan of Liquidation.

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

                       Overview of the Plan

The Plan contemplates the liquidation of the Debtor's assets and
distribution of the cash proceeds to its creditors and interest
holders.

The Debtor's principal assets are $8.2 million in cash.  The
Debtor expects that the available cash will be further reduced by
payment of additional administrative expenses and professional
compensation on an ongoing basis as services are rendered.  The
available cash was received from the sale of the Debtor's assets
to Deer Canyon Saratoga, LLC.

The Debtor says that its remaining assets are a contingent payment
of up to $2 million from the sale of the property and some small
prepetition receivables subject to offset by creditors.

                       Treatment of Claims

Under the Plan, all Allowed General Unsecured claims are impaired
and will be paid in full with interest, after the payment, in
full, of all then Allowed Administrative Expense Claims.

Holders of Class A claims will first be paid up to the allowed
amounts of their claims, and then, to the extent there are
sufficient funds to do so, will receive interest on the allowed
amounts of their claims from the Petition Date until the allowed
amount and all interest are paid in full.

Undisputed Allowed Claims will be paid in full on the Effective
Date.  Disputed Claims will be paid in full upon entry of Court's
final order allowing the claim in fixed amount.

Holders of Equity Interest will receive no distribution and will
be paid their pro rata portions of the Debtors' profits after all
Allowed Class A Claims have been paid in full.  Holders of Class B
interest are impaired.

The Court has set a hearing on May 5, 2006, at 8:30 a.m., to
consider confirmation of the Debtors' amended plan.

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

   http://www.researcharchives.com/bin/download?id=060419210241

Headquartered in Spanish Fork, Utah, The Villages at Saratoga
Springs, LC, filed for chapter 11 protection on Aug. 29, 2005
(Bankr. D. Utah Case No. 05-33380).  Robert Fugal, Esq., at Bird &
Fugal, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$26,002,293 in assets and $15,188,610 in debts.


VIOQUEST PHARMACEUTICALS: Auditor Expresses Going Concern Doubt
---------------------------------------------------------------
VioQuest Pharmaceuticals, Inc.'s auditor, J.H. Cohn LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern pointing to the Company's net loss, cash burn and
accumulated deficit.

In its Annual Report in Form 10-KSB filed with the Securities and
Exchange Commission on March 27, 2006, the Company reported
$12,834,629 net loss from operations on $3,804,654 of net revenues
for the year ending Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet shows $8,379,303 in
total assets and $2,040,294 in total debts.

The Company used up $3,741,854 of cash in operating activities
during the year ended Dec. 31, 2005.  As of that date, it had an
accumulated deficit of $20,269,392.

A full-text copy of the regulatory filing is available at no
charge at http://ResearchArchives.com/t/s?81a

VioQuest Pharmaceuticals, Inc., has two distinct business units --
Drug Development and Chiral Products and Services.  The Company's
drug development business focuses on acquiring, developing and
eventually commercializing human therapeutics in the areas of
oncology, and antiviral diseases and disorders for which there are
current unmet medical needs.  The Company currently has the
exclusive rights to develop and commercialize two oncology drug
candidates.  Its chiral business, which it operates through its
wholly owned subsidiary, Chiral Quest, Inc., provides innovative
chiral products, technology and custom synthesis development
services to pharmaceutical and fine chemical companies in all
stages of a products' lifecycle.


VIRGIN MOBILE: Moody's May Downgrade Ratings After Loan Default
---------------------------------------------------------------
Moody's Investors Service placed the B3 Corporate Family and B3
Senior Secured ratings of Virgin Mobile USA, LLC, under review for
possible downgrade.

The rating action reflects the company's disclosure that it failed
to meet a minimum net service revenue requirement under its
primary bank facility, triggering an event of default at
Dec. 31, 2005.

Furthermore, the company anticipates it will not be in compliance
with other financial covenants in 2006.  Accordingly, the
company's $498 million term facility has been classified as
current.

While Virgin's $100 million operating facility remains unused,
given the event of default described above Moody's assumes the
company may not have access to this facility which raises
significant liquidity concerns.

The ratings review will focus on:

   1) the likelihood that Virgin may negotiate an amendment to,
      or restructure, its credit agreement;

   2) the company's ability to restore its liquidity profile; and

   3) Moody's expectations for the company's performance going
      forward in context of the factors outlined in Moody's
      rating methodology for the global telecommunications
      industry.

On Review for Possible Downgrade:

   Issuer: Virgin Mobile USA, LLC

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B3

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently B3

Outlook Actions:

   Issuer: Virgin Mobile USA, LLC

   * Outlook, Changed To Rating Under Review From Positive

Headquartered in Warren, New Jersey, Virgin Mobile USA is a
provider of wireless services targeting the youth market with over
3.8 million subscribers.


WESTPOINT STEVENS: Court Delays Case Dismissal Hearing to April 25
------------------------------------------------------------------
As reported in the Troubled Company Reporter on August 16, 2005,
WestPoint Stevens, Inc., and its debtor-affiliates asked the U.S.
Bankruptcy Court for the Southern District of New York to dismiss
their chapter 11 cases.

The Debtors inform the Court that they have no ongoing business
operations and are administratively insolvent, thus, confirmation
of a chapter 11 plan is impossible in accordance with the
Bankruptcy Code.

The Debtors believe that a chapter 7 conversion is not advisable
because it will increase administrative cost to the estate and
require the appointment of a chapter 7 trustee.

                            *    *    *

Judge Robert D. Drain adjourns the hearing on the Debtors' request
to dismiss their Chapter 11 cases to April 25, 2006.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: 2nd Cir. Nixes Aretex Parties' Mandamus Request
------------------------------------------------------------------
As previously reported, Judge Laura Taylor Swain of the U.S.
District Court for the Southern District of New York denied
Aretex LLC, WestPoint International, Inc., and WestPoint Home,
Inc.'s request for clarification of her Nov. 16, 2005, Order, as
amended on Dec. 7, 2005.

Judge Swain also overruled the Aretex Parties' objection to the
December 7 Order and held that the Amended Order accurately
reflects the District Court's determinations with respect to the
appeal.

Judge Swain further denied Aretex and the Purchasers' request for
certification of an interlocutory appeal from her November 16,
2005 Order, pursuant to Section 1292(b) of the Judiciary Code.

Consequently, the Aretex Parties ask the U.S. Court of Appeals for
the Second Circuit to issue a writ of mandamus directing Judge
Swain to vacate her order and judgment:

    (1) reversing several determinations of the Bankruptcy Court;

    (2) vacating aspects of the Bankruptcy Court's July 2005
        Order Sale Order; and

    (3) remanding to the Bankruptcy Court for further proceedings.

A writ of mandamus is a writ issued by a superior court to compel
a lower court to perform mandatory or purely ministerial duties
correctly.

Aretex and the Purchasers also ask the Second Circuit to stay the
District Court's remand pending disposition of their mandamus
petition.

Beal Bank, S.S.B., as the First Lien Collateral Trustee, acting on
behalf of First Lien Lenders other than Aretex LLC, and the
Steering Committee object to the Aretex Parties' request to stay
the District Court's remand.

The members of the Steering Committee are:

    * Wayland Distressed Opportunities Fund I-B, LLC,
    * Wayland Distressed Opportunities Fund I-C, LLC,
    * CP Capital Investments, LLC,
    * Satellite Senior Income Fund, LLC, and
    * Contrarian Funds LLC

                2nd Circuit Denies Mandamus Petition

The Second Circuit denies Aretex and the Purchasers' request for
issuance of a writ of mandamus.  The Appeals Court holds that
Aretex and the Purchasers have not demonstrated that they are
entitled to mandamus relief.

The Stay Request was denied as moot.

Circuit Judges Dennis Jacobs and Richard C. Wesley and District
Court Judge John G. Koeltl presided the hearing.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINDOW ROCK: Court Approves Winthrop Couchot as Insolvency Counsel
------------------------------------------------------------------
Window Rock Enterprises Inc. sought and obtained permission from
the U.S. Bankruptcy Court for the Central District of California
to employ Winthrop Couchot Professional Corporation as its general
insolvency counsel.

As reported in the Troubled Company Reporter on Dec. 29, 2005,
Winthrop Couchot will:

   1) advise and assist the Debtor in complying with the
      requirements of the Office of the U.S. Trustee and in
      matters regarding bankruptcy law, including the rights and
      remedies of the Debtor in connection with its asset and
      creditors' claims;

   2) advise and assist the Debtor regarding matters of bankruptcy
      law, including the rights and remedies of the Debtor in
      connection with its asset and creditors' claims;

   3) represent the Debtor in any proceedings or hearings before
      the Bankruptcy Court and in other proceedings in any other
      court where the Debtor's rights under the Bankruptcy Code
      may be affected or litigated;

   4) conduct examination of witnesses, claimants or adverse
      parties and assist the Debtor in preparing accounts, reports
      and pleadings related to its chapter 11 case;

   5) advise the Debtor concerning the requirements of the
      Bankruptcy Court and applicable federal and local bankruptcy
      rules and file any motions, applications and other pleadings
      necessary in the Debtor's reorganization;

   6) represent the Debtor in litigation affecting it, including
      the action pending in the Superior Court for the State of
      California, County of Orange, Case No. 04CC00610;

   7) assist the Debtor in the negotiation, formulation,
      confirmation and implementation of a plan of reorganization;
      and

   8) perform all other necessary legal services to the Debtor in
      connection with its chapter 11 case.

Robert E. Opera, Esq., a member at Winthrop Couchot, disclosed
that his Firm received a $250,000 retainer.  Mr. Opera charged
$525 per hour for his services.

Mr. Opera reported that Winthrop Couchot's professionals bill:

      Professional            Designation         Hourly Rate
      ------------            -----------         -----------
      Marc J. Winthrop        Shareholder            $550
      Sean A. O'Keefe         Shareholder            $525
      Paul J. Couchot         Shareholder            $500
      Richard H. Golubow      Shareholder            $395
      Peter W. Lianides       Shareholder            $395
      Garrick A. Hollander    Shareholder            $325
      William J. Wall         Associate              $375
      P.J. Marksbury          Paralegal              $180
      Joan Murphy             Paralegal              $180
                              Legal Assistants     $80 - $150

Winthrop Couchot assured the Court that it does not represent any
interest materially adverse to the Debtor and is disinterested
as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.


WINDOW ROCK: Taps MacPherson Kwok as Intellectual Property Counsel
------------------------------------------------------------------
Window Rock Enterprises Inc. asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ
MacPherson Kwok Chen & Heid LLP as its special intellectual
property counsel.

MacPherson Kwok will:

   a) provide legal advisory services related to its prosecution
      and procurement of trademarks and patents, and litigation
      and licensing of intellectual property, including follow-up
      matters regarding compliance settlements; and

   b) perform other related services as the Debtor may require.

Steven M. Levitan, Esq., a member at MacPherson Kwok, discloses
that the Firm's professionals bill:

        Professional            Hourly Rate
        ------------            -----------
        Steve Levitan              $395
        Thomas Chen                $365
        Jennifer Lantz             $325
        John Kim                    $75

The Firm received two retainers from the Debtor:

    i) $50,000 for representing the Debtor with respect to the
       prosecution and procurement of trademarks; and

   ii) $50,000 for representing the Debtor with respect to
       intellectual property litigation matters.

Mr. Levitan assures the Court that MacPherson Kwok does not hold
any interest adverse to the Debtor or its estate.

Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.


WORLDCOM INC: Hansen Corporation Moves for Summary Judgment
-----------------------------------------------------------
In November 1998, Hansen Corporation Pty Ltd. and MCI
Telecommunications Corporation, now know as MCI WorldCom Network
Services, Inc., entered into a Master Software License & Services
Agreement, whereby Hansen provided MCI a non-exclusive, non-
transferable license to use Hansen's proprietary billing software
known as "HUB".

Hansen also provided software maintenance, development and support
services to MCI, including:

   -- the creation of custom software to meet MCI's
      specifications;

   -- support for the correction of errors in software licensed
      to MCI;
   -- product updates and installation; and

   -- testing and training services.

MCI has since then adapted or modified the HUB Software.
However, the security features of the HUB Software remains in
place, Kenneth L. Cannon II, Esq., at Durham Jones & Pinegar, in
Salt Lake City, Utah, tells the U.S. Bankruptcy Court for the
Southern District of New York.

Sometime after September 20, 2000, MCI permitted at least two
other entities, Concert Communications Company and Bell Canada, to
use the HUB Software outside the United States of America.
MCI contended that Concert and Bell Canada's use of the HUB
Software has been limited to the "thin-client" portion of the HUB
Software.

Mr. Cannon maintains that Hansen has never authorized Concert or
Bell Canada's use of the HUB Software in the United States or
overseas, nor did Hansen authorized MCI to sublicense the HUB
Software to Concert, Bell Canada, or others.

Hansen has never permitted MCI to assign any of its license rights
in the HUB Software to any third party, including Concert or Bell
Canada.

Based on MCI's improper sublicense, Mr. Cannon asserts that MCI
has breached the License Agreement and is liable to Hansen for
damages.  It also appears that MCI may have continued, and is
continuing, to breach the Agreement until today, Mr. Cannon says.

Accordingly, Hansen asks the Court to grant summary judgment in
its favor as to MCI's liability so that the parties can proceed
with discovery relating to the damages.

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 116; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WORLDCOM INC: Inks Pact Settling U.S. Telepacific's Claims
----------------------------------------------------------
In January 2003, U.S. TelePacific Corp. filed Claim Nos. 11155,
11156, 11157, 11158 and 11159, each in the aggregate amount of
$2,151,994, against the Debtors.

WorldCom, Inc., and its debtor-affiliates objected to U.S.
TelePacific's Claims.

In December 2005, the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' request for further
implementation of the Chapter 11 Plan and merger with
Verizon Communications, Inc.

To resolve their dispute, the parties agree that:

   (a) $2,150,385 of the total amount asserted in Claim No. 11158
       will be allowed and paid as a Class 6 WorldCom General
       Unsecured Claim under the Debtors' Plan of Reorganization,
       subject to the conditions set forth in the Merger Order;

   (b) $1,609 of the total amount asserted in of Claim No. 11158
       will be allowed and paid as a Class 4 Convenience Claim
       under the Plan; and

   (c) the Debtors' objections to Claim No. 11158 are withdrawn;

   (d) the Allowed Amounts of Claim No. 11158 will be in full and
       complete satisfaction of all Claims that have been, or
       that could have been, asserted by or on behalf of U.S.
       TelePacific in the Debtors' cases; and

   (e) U.S. TelePacific will not receive any distribution from
       the Debtors or their estates on account of Claim Nos.
       11155, 11156, 11157, and 11159.  Each of the Claims will
       remain, and will forever be, expunged and disallowed in
       its entirety.

                          About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 116; Bankruptcy Creditors' Service, Inc., 215/945-7000)


XM SATELLITE: S&P Rates Planned $600 Mil. Sr. Unsec. Notes at CCC
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating to
XM Satellite Radio Inc.'s proposed $600 million senior unsecured
notes.  The senior unsecured notes are rated one notch below the
corporate credit rating because of the sizable amount of secured
debt in the company's capital structure relative to its asset
base.  Proceeds from the proposed notes issue are expected to be
used to refinance existing debt.

At the same time, Standard & Poor's assigned its 'B-' rating and
recovery rating of '1' to XM's proposed $250 million first-lien
secured revolving credit facility, indicating an expectation of
full recovery of principal in the event of a payment default.

Standard & Poor's also revised its outlook on XM to negative from
stable, reflecting heightened concerns about XM's large
discretionary cash flow deficits and significant cash burn in the
near term.  The 'CCC+' corporate credit rating on the company and
its parent company, XM Satellite Radio Holdings Inc., which are
analyzed on a consolidated basis, was affirmed.  The Washington-
based satellite radio broadcasting company had approximately $1.1
billion in debt at Dec. 31, 2005.

"The very low speculative-grade corporate credit rating on XM
reflects high financial risk from the company's substantial debt
burden and significant cash burn, persisting negative EBITDA and
large discretionary cash flow losses in 2006, reliance on the
equity markets to boost liquidity, and uncertainty surrounding the
long-term viability of the subscription-based satellite radio
niche," said Standard & Poor's credit analyst Alyse Michaelson
Kelly.  "These risks are only partially offset by XM's near-term
liquidity and good growth in subscribers."


* BOOK REVIEW: The Logic and Limits of Bankruptcy Law
-----------------------------------------------------
Author:     Thomas H. Jackson
Publisher:  Beard Books
Paperback:  300 pages
List Price: $34.95

Order your personal copy at:
http://amazon.com/exec/obidos/ASIN/1587981149/internetbankrupt

The Logic and Limits of Bankruptcy Law is clearly the culmination
of a long career of reflective attention to overriding issues and
trends in bankruptcy.

In it, Thomas Jackson presents a theoretical framework on which
bankruptcy law is built, and emphasizes the need for a workable
theory on what bankruptcy law can and should do.

Problems in bankruptcy cases, he believes, are resolved too often
in an ad hoc manner because the field of bankruptcy analysis lacks
the discipline of determining if and why those problems are proper
concerns of bankruptcy law to begin with.

The objective of The Logic and Limits of Bankruptcy Law is to
"show why bankruptcy's principal role limits what other functions
it can usefully perform."

Mr. Jackson explores the idea that bankruptcy law has become more
controversial because its scope has been extended beyond its
mandate.

Bankruptcy law's original, historical function is debt collection.
Indeed, bankruptcy law is principally "an ancillary, parallel
system of debt collection law," and provides creditors with a
compulsory and collective forum to sort out their relative
entitlements to a debtor's assets."

Since the 1980s, according to Jackson, it has become "...
fashionable, for example, to state that keeping firms in operation
is a goal of bankruptcy law.  It is likewise fashionable to see
bankruptcy law as embodying substantive goals of its own that need
to be "balanced" with (among others) labor law, with environmental
law, or with the rights of secured creditors or other property
claimants. . . .  [I]ncluding too much in bankruptcy law can
undermine what everyone agrees it should be doing in the first
place.

Mr. Jackson allows that bankruptcy law historically has had a
second role as well: to provide for "some sort of a financial
fresh start for individuals."

He devotes the tenth chapter of this book to his views on the
difference between a financial fresh start for individuals and a
financial fresh start for corporations.

The first nine chapters of The Logic and Limits of Bankruptcy Law
deal with the question of how assets in a bankruptcy case are to
be used.

The goal, Mr. Jackson says, should be "to permit the owners of
assets to use those assets in a way that is most productive to
them as a group in the face of incentives by individual owners to
maximize their own positions."

Bankruptcy law should concern itself with converting ownership of
assets from debtor to creditor and reducing the cost of said
conversion.

Throughout his book, Mr. Jackson applies his theoretical framework
to a variety of pertinent issues while testing the current
provision of the Bankruptcy Code.

These issues include:

   -- determining liabilities and the basic role of non-bankruptcy
      law;

   -- redefining liabilities (the basic trustee avoiding powers of
      Section 544);

   -- determining the assets available for distribution;

   -- executory contracts in bankruptcy;

   -- pre-bankruptcy opt-out activity and the role of preference
      law;

   -- running bankruptcy's collective proceeding;

   -- timing the bankruptcy proceedings;

   -- reconsidering reorganizations; and

   -- the scope of discharge and exempt property.

The Logic and Limits of Bankruptcy Law will prove enlightening and
thought provoking to the lay reader and businessperson interested
in the interplay between business, economics, and policy, as well
as to the bankruptcy professional with a desire to distinguish
forest from tree.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

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S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Emi Rose S.R.
Parcon, Rizande B. Delos Santos, Cherry A. Soriano-Baaclo,
Christian Q. Salta, Jason A. Nieva, Lucilo Junior M. Pinili, Tara
Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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