TCR_Public/060424.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 24, 2006, Vol. 10, No. 96

                             Headlines

ABB LUMMUS: Files Prepackaged Chapter 11 in Delaware
ABB LUMMUS: Case Summary & 20 Largest Unsecured Creditors
ACCESS WORLDWIDE: Incurs $1.4 Million Net Loss in Fourth Quarter
ACE AVIATION: Financial Flexibility Prompts S&P to Lift Ratings
AES IRONWOOD: Moody's Places B2 Bond Rating on Watch for Upgrade

AFFINITY TECH: Conv. Debt Issue Expanded by 100% to $3 Million
AIR CANADA: S&P Affirms Long-Term Corporate Credit Rating at B
AIRWAY INDUSTRIES: Committee Taps Alpern Rosenthal as Advisor
AIRWAY INDUSTRIES: Taps Ansel Schwartz as Special IP Counsel
ALLIANCE COLLATERALIZED: Moody's Cuts Senior Notes' Rating to B2

ALLSERVE SYSTEMS: Court Okays Caspert Management as Auctioneer
ALLSERVE SYSTEMS: Trustee Taps XRoads as Special Accountant
AMERICAN FINANCIAL: Moody's Rates Sub. Unsecured Debt at (P)Ba1
ANCHOR GLASS: Warner Robins Wants to Discontinue Fuel Service
ANCHOR GLASS: Officers Gain Access to Defense Costs Insurance

ANCHOR GLASS: Bank of New York Wants Panel's Complaint Dismissed
ARMOR HOLDINGS: DoJ & FTC Finish Review of S&S Merger Transaction
ASARCO LLC: Court Okays Retention and Recruiting Plan Execution
ASARCO LLC: Wants Until September 15 to Decide on Leases
ASARCO LLC: Wants to Sell Tennessee Mines to Glencore for $40 Mil.

ATA AIRLINES: C8 Airlines' Solicitation Period Extended to July 31
ATA AIRLINES: C8 Airlines' Confirmation Hearing Set for June 6
AZTAR CORP: Ameristar Ups Purchase Offer to $45 per Share
BALLY TOTAL: Ronald G. Eidell Replaces Carl J. Landeck as CFO
BAREFOOT RESORT: Taps Hatley Law Firm as Closing Counsel

BEAR STEARNS: $7.7 Mil. Loss Cues S&P to Lower Class J Certs. to D
BGF INDUSTRIES: Posts $4.9 Million Net Loss in Year Ended Dec. 31
BLACK WARRIOR: Balance Sheet Upside-Down by $15.6 Mil. at Dec. 31
BOUNDLESS MOTOR: Losses & Current Deficit Spur Going Concern Doubt
CALPINE CORP: Wants Court to Approve Director Compensation Program

CALPINE CORP: Wants To Continue Existing Insurance Policies
CALPINE CORP: Panel Taps Morgenstern Jacobs as Conflicts Counsel
CARRINGTON MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1
CATHOLIC CHURCH: Portland Court Requires Claims to Be Estimated
CATHOLIC CHURCH: Portland Wants Construction Contracts Approved

CHASE MORTGAGE: S&P Holds Low-B Ratings on 30 Certificate Classes
CHEMTURA: Selling $500M Notes to Redeem Sr. Notes & Pay Off Loans
COLLINS & AIKMAN: Amends Terms of TR Associates Lease
COMVERSE TECH: Delayed 10-K Filing Prompts Nasdaq Delisting Notice
CONMED CORP: Foreign Units Get Access to $100-Mil. Revolving Loan

COVAD COMMS: Can Borrow Up to $50 Million from Silicon Valley
CREDIT SUISSE: Moody's Holds Low-B Ratings on Eight Cert. Classes
DANA CORP: Court Gives Final Approval to Maintain Bank Accounts
DANA CORP: Rejects Eight Nonresidential Real Property Leases
DANA CORP: Utilities Argue Two-Week Cash Deposit Is Inadequate

DELTA AIR: Comair Union Wants to Return to Bargaining Table
DELTA AIR: Pilots' Union Leadership Ratifies Tentative Agreement
DIRECT INSITE: Balance Sheet Upside-Down by $3.73 Mil. at Dec. 31
DIVERSIFIED CORP: Selling Traveling Nurse Biz to MAGIC Healthcare
DOBSON COMMS: Fitch Junks Ratings on $420 Million Senior Notes

DRESSER INC: Lenders Waive Financial Reporting Default Until Sept.
DYNCORP INT'L: Planned IPO Cues Moody's to Review Low Ratings
EASY GARDENER: Files for Chapter 11 Protection in Delaware
EASY GARDENER: Case Summary & 30 Largest Unsecured Creditors
EMMIS COMMS: Reports 4th Fiscal Quarter & Full Year Fin'l Results

EPIXTAR CORPORATION: Hires CBIZ McClain as Accountants
EPIXTAR CORPORATION: Hires McClain & Company as Auditors
FDL INC: Fifth Third Wants Chapter 11 Trustee Appointed
FOAMEX INTERNATIONAL: Wants $292 Million Tax NOLs Protected
FREMONT HOME: Moody's Puts Low-B Ratings on Class M-9 & B-1 Certs.

GENERAL MOTORS: Posts $323 Mil. Net Loss in First Quarter 2006
GENESIS WORLDWIDE: Wants Until Aug. 28 to File Chapter 11 Plan
GS MORTGAGE: Moody's May Downgrade Class K-PR Cert.'s Ba1 Rating
GS MORTGAGE: Moody's Upgrades Ratings on Class F & G Certificates
HALUK BEKIROGLU: Case Summary & 17 Largest Unsecured Creditors

HEXION SPECIALTY: Launches Cash Tender Offers for Senior Notes
INTEGRATED HEALTH: IHS Liquidating Wants to Settle Nine Tax Claims
INTELSAT LTD: Incurs $65.7 Million Net Loss in Fourth Quarter
JEAN COUTU: Fitch Junks Rating on Senior Subordinated Notes
JILL KELLY: Gets $1.765 Mil. Purchase Offer from Penthouse Media

JP MORGAN: Moody's Holds Low-B Ratings on Six Certificate Classes
KAISER ALUMINUM: Asks Court to Okay AIG Settlement Agreement
KAISER ALUMINUM: Makes Non-Material Changes to 2005 Annual Report
KNIGHT RIDDER: Moody's Downgrades Bond Ratings to Ba1 from Baa3
KNOBIAS INC: Russell Bedford Raises Going Concern Doubt

LB-UBS COMMERCIAL: Moody's Holds Six Cert. Classes' Low-B Ratings
MARINER ENERGY: Prices 7-1/2% Senior Unsecured Notes Due 2013
MAVERICK TUBE: S&P Rates $250 Million Senior Subor. Notes at B
MCCLATCHY CO: Moody's Places Debt & Corp. Family Ratings at Ba1
NEWPAGE CORP: IPO Filing Cues S&P to Put B Rating on CreditWatch

NORTH WEST TRUCKING: Case Summary & 20 Largest Unsecured Creditors
OPTI CANADA: Moody's Places Debt & Corp. Family Ratings at Low-B
PASCAGOULA HEALTH: Voluntary Chapter 11 Case Summary
PETROHAWK ENERGY: KCS Energy Merger to Create $3.7 Billion Company
PETROQUEST ENERGY: S&P Affirms CCC+ Corporate Credit Rating

PHOTOCIRCUITS CORP: Hires Quisumbing Torres as Special Counsel
PILLOWTEX: Inks Settlement Reducing Wachovia's $2M Claim to $616K
PORTALPLAYER INC: Apple Chip Change May Adversely Impact Revenues
PREMIUM PAPERS: Affiliates May Access $20 Mil. Wachovia DIP Loan
PROCARE AUTOMOTIVE: U.S. Trustee Appoints Seven-Member Committee

PROCARE AUTOMOTIVE: Files Schedules of Assets and Liabilities
PXRE REINSURANCE: Financial Concerns Prompt Moody's to Cut Ratings
SAINT VINCENTS: Agrees on Terms of Rule 2004 Investigation
SAINT VINCENTS: Court Extends Time for CIR Union to File Claims
SCIENTIFIC GAMES: Completes $138 Million Purchase of Global Draw

SPATIALIGHT INC: Odenberg Ullakko Raises Going Concern Doubt
SWIFT & CO: S&P Downgrades Corporate Credit Rating to B from BB-
SOUTHERN TELECOM: Case Summary & 17 Largest Unsecured Creditors
TEXAS PETROCHEMICALS: S&P Rates Proposed $280 Million Loan at B+
TXU CORPORATION: Investing $10 Billion for Texas Power Plants

UBIQUITEL INC: Agrees to $1.3 Billion Sprint Nextel Purchase
UNITED COMPONENTS: Proposed $155MM ASC Buy Cues S&P to Cut Ratings
W.R. GRACE: Futures Rep. Replaces CIBC Piper Jaffray as Advisor
W.R. GRACE: Futures Rep. Wants Orrick Herrington as Counsel
W.R. GRACE: Wants to Contribute to Chicago 51st Pension Plan

WARRIOR ENERGY: Expects to Raise $163.5 Million in Stock Sale
WESTAR ENERGY: Moody's Reviewing Ba1 Debt Rating and May Upgrade
WINDOW ROCK: Gets Court Okay to Hire Squar Milner as Accountants
WINN-DIXIE: Former Employees & Retirees Want Documents Produced
WINN-DIXIE: Wants Gem Cedar Lease Rejected Effective April 20

WINN-DIXIE: Wants to Ink Commercial Surety Pact With RLI Insurance
WOOD RESOURCES: Canceled Offering Cues S&P to Withdraw B- Rating
WORLDCOM INC: Inks Stipulation Settling Philadelphia's Tax Claims

* BOND PRICING: For the week of April 17 - April 21, 2006

                             *********

ABB LUMMUS: Files Prepackaged Chapter 11 in Delaware
----------------------------------------------------
ABB Lummus Global Inc., filed a voluntary pre-packaged Chapter 11
Plan of Reorganization in the U.S. Bankruptcy Court for the
District of Delaware on April 21.

In a statement, the group said the Lummus Plan of Reorganization
is aimed at satisfying current and future claims relating to
asbestos.  The plan was approved by 96% of claimants in September
2005.  The company expects Lummus to complete the Chapter 11
proceedings in the second half of the year.

In addition, the Plan of Reorganization for ABB's U.S. subsidiary,
Combustion Engineering, became effective on April 1. ABB has now
transferred, in accordance with the plan, the approximately 30
million shares it set aside for the CE Asbestos PI Trust.

The filing came weeks after ABB finalized its $1.43 billion
Combustion Engineering Reorganization Plan, which took effect
Friday, April 21, 2006.  ABB added, "ABB has now transferred, in
accordance with the plan, the approximately 30 million shares it
set aside for the CE Asbestos PI Trust."

                    About ABB Lummus Global

Headquartered in Bloomfield, New Jersey, ABB Lummus Global Inc.,
-- http://www.abb.com/lummus-- offers advanced process
technologies, project management, engineering, procurement and
construction-related services for the oil and gas, petroleum
refining and petrochemical process industries.  The group oversees
the construction of process plants and offshore facilities.


ABB LUMMUS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: ABB Lummus Global Inc.
        3010 Briarpark Drive
        Houston, Texas 77042

Bankruptcy Case No.: 06-10401

Type of Business: The Debtor offers advanced process technologies,
                  project management, engineering, procurement and
                  construction-related services for the oil and
                  gas, petroleum refining and petrochemical
                  process industries.  See
                  http://www.abb.com/lummus

                  The Debtor's affiliate, Combustion Engineering,
                  Inc., filed for chapter 11 protection on
                  February 17, 2003 (Bankr. D. Delaware, Case
                  No. 03-10495).

Chapter 11 Petition Date: April 21, 2006

Court: District of Delaware (Delaware)

Debtor's Counsel: Laura Davis Jones, Esq.
                  Pachulski, Stang, Ziehl Young,
                  Jones & Weintraub, LLP
                  919 North Market Street, 16th Floor
                  Wilmington, Delaware 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Englobal Engineering Inc.        Accounts Payable    $1,422,539
P.O. Box 671422
Dallas, TX 75267-1422

FMC International AG             Accounts Payable    $1,261,799
Home Mortgage Plaza, Suite 703
268 Ponce De Leon Avenue
San Juan, Puerto Rico

Performance Contractors Inc.     Accounts Payable    $1,066,288
P.O. Box 83630
Baton Rouge, LA 70884-3630

Sirz Spa                         Accounts Payable      $442,561
Via Vo Di Placca 4
35020 Due Carrare
Padova, Italy

Elliott Turbomachinery SA        Accounts Payable      $250,716
Zurcherstrasse 4
Postfach 253
Altendorf CH 8852
Switzerland

Kurvers Inc.                     Accounts Payable      $245,041

Transoceanic Shipping Co. Inc.   Accounts Payable      $244,744

BASF AG                          Accounts Payable      $228,873

Membrane Technology &            Accounts Payable      $129,500
Research, Inc.

Van Tongeren Kennemer BV         Accounts Payable      $125,200

Puffer Sweiven LP                Accounts Payable       $80,580

Setal Engenharia Construction    Accounts Payable       $66,046

The Tenth Construction Company   Accounts Payable       $54,172
Of Sinopec

Dresser-Rand                     Accounts Payable       $34,381

Dutramex B.V.                    Accounts Payable       $28,400

SGS Global Trade                 Accounts Payable       $24,000
Solutions, Inc.

BO-MAC Contractors, Inc.         Accounts Payable       $23,741

ABCO Industries, Inc.            Accounts Payable       $22,782

Lonza                            Accounts Payable       $22,239

John Zink Co. LLC                Accounts Payable       $21,291


ACCESS WORLDWIDE: Incurs $1.4 Million Net Loss in Fourth Quarter
----------------------------------------------------------------
Access Worldwide Communications, Inc. (OTC BULLETIN BOARD: AWWC),
reported its financial results for the three and twelve months
ended December 31, 2005.

          For the Three Months Ended December 31, 2005

The Company's revenues decreased by $0.1 million, or 0.9%, to
$10.6 million for the quarter ended Dec. 31, 2005, compared to
$10.7 million for the quarter ended Dec. 31, 2004.  Revenues for
the Pharmaceutical Services Segment, which includes the company's
medical education and pharmaceutical communication businesses,
decreased $400,000, or 6.0%, to $6.3 million for the quarter ended
Dec. 31, 2005, compared to $6.7 million for the quarter ended Dec.
31, 2004.  The decrease was attributed to a decrease in programs
with significant customers at both our pharmaceutical
communication business and medical education division, offset by
an increase in value-added billing generated by the increase in
requests from pharmaceutical communication customers for
additional reporting and IT analysis.  Revenues for the Business
Services Segment, which includes the Company's multilingual
communications business and its offshore communication business,
increased $300,000, or 7.5%, to $4.3 million for the quarter ended
Dec. 31, 2005, compared to $4.0 million for the quarter ended
Dec. 31, 2004.  The increase in revenues is primarily attributed
to the revenues generated by the Company's communication center in
the Philippines, which became operational in the later part of
2005.

The Company reported a $1.4 million net loss for the quarter ended
Dec. 31, 2005, compared to a net loss of $0.6 million for the
quarter ended Dec. 31, 2004.  The increase in net loss was
attributed to a net loss for the fourth quarter of approximately
$100,000 million in the Company's Philippines communication
center, which did not generate net income until December 2005,
along with an increase in interest expense of approximately
$200,000 million compared to the same quarter of the prior year
due to increased borrowing on the Company's debt, and the increase
payroll costs included in cost of revenues of approximately
$400,000 million at the Company's pharmaceutical communication
business due to unusually high staffing requirements for a certain
inbound program.  Total weighted average diluted shares
outstanding for the quarters ended December 31, 2005, and December
31, 2004, were 16,609,552 and 10,546,386.

          For the Twelve Months Ended December 31, 2005

The Company's revenues decreased $8.6 million, or 18.1%, to
$38.9 million for 2005, compared to $47.5 million for 2004.
Revenues for the Pharmaceutical Segment decreased $0.6 million,
or 2.4%, to $24.5 million for 2005, compared to $25.1 million for
2004.  This decrease was caused primarily by a decrease in work
being performed for a significant customer at the company's
medical education division.  The decrease in revenues from the
Company's medical education division was offset by an increase in
value-added billing for two significant customers in
pharmaceutical communication business.  This value-added billing
was generated by the increase in programs and the increase in
requests from these customers for additional reporting and
IT analysis.  Revenues for the Business Segment decreased
$8.0 million, or 35.7%, to $14.4 million for 2005, compared to
$22.4 million for 2004.  The decrease in revenues is primarily
attributed to the lead time necessary for the company's three new
business development professionals to replace the revenue lost
from a prior client prematurely halting its marketing programs due
to court rulings and regulatory changes that made it difficult to
sell bundled services to consumers.  The Company is continuing to
experience an increase in business activity from each of these
individuals.  The reduction in revenue domestically in the
Company's Business Services was offset somewhat by the
international revenues generated in the Company's communication
center in the Philippines, which became operational in the later
part of 2005.

The Company reported a net loss of $5.4 million for the twelve
months ended December 31, 2005, compared to a net loss of
$1.4 million for the twelve months ended December 31, 2004.
The increase in net loss and net basic was primarily attributed to
a decrease in revenues as well as an increase in interest expense
of approximately $0.5 million and a charge of approximately $0.7
million resulting from a deemed dividend relating to warrants
issued to certain stockholders.  Total weighted average diluted
shares outstanding for the twelve months ended December 31, 2005,
and 2004 respectively were 13,084,761 and 10,008,271.

"We were unable to timely replace the lost revenues in our
Business Services Segment and therefore our financial results for
2005 were very disappointing," remarked Shawkat Raslan, Chairman
and Chief Executive Officer of Access Worldwide.  "During the
second half of 2005 we were successful in opening our first
overseas communications center in Manila, Philippines, and are
very pleased with the initial results. We have also been
successful in attracting new opportunities to our Business
Services Segment and expect to see increased revenues in that
segment during 2006."

                     About Access Worldwide

Access Worldwide Communications, Inc. -- http://www.accessww.com/
-- is an established marketing company that provides a variety of
sales, communication and medical education services.  Its spectrum
of services includes medical meetings management, medical
publishing, editorial support, clinical trial recruitment, patient
compliance, multilingual teleservices, product stocking and
database management, among others.  Headquartered in Boca Raton,
Florida, Access Worldwide has about 1,000 employees in offices
throughout the United States and the Philippines.

At Dec. 31, 2005, Access Worldwide Communications, Inc.'s balance
sheet showed a $5,060,322 stockholders' deficit compared to a
$3,865,118 deficit at Dec. 31, 2004.


ACE AVIATION: Financial Flexibility Prompts S&P to Lift Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on ACE Aviation Holdings Inc. to 'B+' from 'B',
while affirming the 'B' long-term corporate credit rating on its
wholly owned subsidiary, Air Canada.  The outlook on both entities
remains stable.

"The upgrade on ACE reflects the enhanced financial flexibility
the company has achieved through measures such as the separate
public listings of its two majority-owned subsidiaries, Jazz and
Aeroplan, and ACE's above-average consolidated operating
performance relative to its North American airline peers," said
Standard & Poor's credit analyst Kenton Freitag.

The one-notch rating differential between ACE and its primary
subsidiary, Air Canada, reflects:

   * the incrementally stronger consolidated operating performance
     at ACE;

   * the modest diversity brought by the addition of Aeroplan to
     the holding company;

   * the low amount of debt issued directly at the holding company
     level; and

   * the separation between ACE and Air Canada (as evidenced by
     the installation of a separate management teams and boards
     for both ACE and Air Canada).

Nevertheless, as Air Canada is still the dominant revenue
generator and the core of ACE, Standard & Poor's expects that
further upgrades to the ratings on ACE would be reliant on
improved operating performance at Air Canada.

ACE's 2005 operating performance was generally in line with our
expectations.  The company was one of the few airlines in North
America to produce positive net profits on the strength of:

   * good cost control (ex-fuel),
   * high load factors, and
   * increased passenger levels.

Operating margins of 4% are low but better than most of ACE's
"legacy" peers in North America.  The profit outlook for 2006 is
tenuous.  The Canadian economy remains strong, which has spurred
greater growth in travel and continuing strong load factors.
Nevertheless, oil prices remain very volatile and recently have
spiked higher in advance of the critical summer travel season,
when the airline usually produces its strongest operating results.

The outlook for the ratings is stable.  Modest growth in capacity
and continuing high traffic levels are balanced by the recent rise
in fuel prices.  The outlook could be revised to positive if the
company's performance in 2006 demonstrates material improvement
from 2005.  Conversely, the outlook could be revised to negative
if operating profitability regresses in comparison with 2005.


AES IRONWOOD: Moody's Places B2 Bond Rating on Watch for Upgrade
----------------------------------------------------------------
Moody's Investors Service placed the B2 rating of the senior
secured bonds of AES Ironwood, LLC, under review for possible
upgrade.

The review of Ironwood's rating was prompted by the review for
upgrade of The Williams Companies, Inc., which guarantees the
payments of its subsidiary, Williams Energy Marketing & Trading
Company, under a long-term tolling agreement that expires in 2021.
This tolling agreement is the principal source of cash flow for
Ironwood, creating a degree of linkage between the rating of
Williams and the project.

However, current expectations for operating performance and cash
flow coverages for the project are likely to constrain its rating
to the B1 level regardless of the level of William's rating.  This
reflects Moody's expectations that the project will continue to
have a very low dispatch rate in 2006 due to weak market
conditions for gas fired power plants, and that cash flow coverage
of debt service will fall below 1x in 2006, due to weak cash flow
and higher capital spending.

The project has sufficient cash resources to meet its projected
needs in 2006 without accessing the six months of coverage
provided by its debt service reserve.  An upgrade to a B1 rating
would look ahead to an expected debt service coverage ratio in the
1.1x to 1.2x range in 2007, which would be consistent with
coverage for other B1 rated power projects with high reliability
of near term cash flows.  Improvement in cash flow coverage is
expected after 2006 because the current capital improvement
program will be completed and the dispatch rate may begin to
improve due to gradual tightening of supply conditions in the
wholesale power market.

Ironwood is a 705 MW combined cycle gas turbine located in South
Lebanon Township, Pennsylvania.


AFFINITY TECH: Conv. Debt Issue Expanded by 100% to $3 Million
--------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB:AFFI) reported that the
holders of a majority of the outstanding principal amount of its
convertible notes have agreed to allow the Company to:

    * expand its convertible note program to $3 million, and

    * issue notes convertible at a price in excess of $0.20 per
      share.

Under the original terms of the Convertible Note Purchase
Agreement, the Company could issue up to $1.5 million of its
convertible notes at a conversion price of $.20.

                     Common Stock Conversion

Affinity reported that since the completion of the reexamination
of U.S. Patent No. 6,105,007, holders of $137,336 in aggregate
principal amount of the Company's convertible notes have converted
their notes into Common Stock in accordance with the terms of the
Convertible Note Purchase Agreement.

"We are thankful for the continued support and cooperation we have
received from our convertible noteholders," Joe Boyle, Chairman,
President and Chief Executive Officer, stated.  "This program has
worked very well and the increase in the note program provides the
Company with an attractive option for financing to pursue its
lawsuits with Ameritrade Holding Corporation, Federated Department
Stores, Inc. and Household International, Inc.  Now that we have
successfully completed the reexamination of our financial and
credit account patent (U.S. Patent No. 6,105,007), our goal is to
vigorously pursue our licensing program.  We will also continue to
evaluate other alternatives to attract additional capital and
other resources that may be helpful to exploit the maximum value
from our patent portfolio."

                   About Affinity Technology

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc. -- http://www.affi.net/-- owns a portfolio of patents
that covers the automated processing and establishment of loans,
financial accounts and credit accounts through an applicant-
directed remote interface, such as a personal computer or terminal
touch screen.  Affinity's patent portfolio includes U. S. Patent
No. 5,870,721C1, No. 5,940,811, and No. 6,105,007.

                          *     *     *

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2006,
Scott McElveen, L.L.P., expressed substantial doubt about Affinity
Technology Group, 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 operating losses, accumulated deficit, and certain
convertible notes in default.

                          Financials

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $152,311 and total debts of $2,200,682.  At Dec. 31,
2005, the company had an accumulated deficit of $69.2 million
compared to an accumulated deficit of $68.7 million for the same
period in 2004.  At Dec. 31 2005, Affinity Technology's equity
deficit widened to $2,048,371, from a $1,513,523 equity deficit at
Dec. 31, 2004.


AIR CANADA: S&P Affirms Long-Term Corporate Credit Rating at B
--------------------------------------------------------------
Standard & Poor's Ratings Services raised the long-term corporate
credit rating on ACE Aviation Holdings Inc. to 'B+' from 'B',
while affirming the 'B' long-term corporate credit rating on its
wholly owned subsidiary, Air Canada.  The outlook on both entities
remains stable.

"The upgrade on ACE reflects the enhanced financial flexibility
the company has achieved through measures such as the separate
public listings of its two majority-owned subsidiaries, Jazz and
Aeroplan, and ACE's above-average consolidated operating
performance relative to its North American airline peers," said
Standard & Poor's credit analyst Kenton Freitag.

The one-notch rating differential between ACE and its primary
subsidiary, Air Canada, reflects:

   * the incrementally stronger consolidated operating performance
     at ACE;

   * the modest diversity brought by the addition of Aeroplan to
     the holding company;

   * the low amount of debt issued directly at the holding company
     level; and

   * the separation between ACE and Air Canada (as evidenced by
     the installation of a separate management teams and boards
     for both ACE and Air Canada).

Nevertheless, as Air Canada is still the dominant revenue
generator and the core of ACE, Standard & Poor's expects that
further upgrades to the ratings on ACE would be reliant on
improved operating performance at Air Canada.

ACE's 2005 operating performance was generally in line with our
expectations.  The company was one of the few airlines in North
America to produce positive net profits on the strength of:

   * good cost control (ex-fuel),
   * high load factors, and
   * increased passenger levels.

Operating margins of 4% are low but better than most of ACE's
"legacy" peers in North America.  The profit outlook for 2006 is
tenuous.  The Canadian economy remains strong, which has spurred
greater growth in travel and continuing strong load factors.
Nevertheless, oil prices remain very volatile and recently have
spiked higher in advance of the critical summer travel season,
when the airline usually produces its strongest operating results.

The outlook for the ratings is stable.  Modest growth in capacity
and continuing high traffic levels are balanced by the recent rise
in fuel prices.  The outlook could be revised to positive if the
company's performance in 2006 demonstrates material improvement
from 2005.  Conversely, the outlook could be revised to negative
if operating profitability regresses in comparison with 2005.


AIRWAY INDUSTRIES: Committee Taps Alpern Rosenthal as Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Airway
Industries, Inc.'s chapter 11 case asks the U.S. Bankruptcy Court
for the Western District of Pennsylvania for permission to employ
Alpern Rosenthal as its financial advisor, nunc pro tunc to
February 7, 2006.

Alpern Rosenthal will:

   (a) review and analyze the Debtor's business operations,
       including historical financial results and future
       projections, and assist the Committee in assessing the
       Debtor's current business and financial condition;

   (b) review and analyze the Debtor's cash flow projections, and
       other reports or analysis prepared by the Debtor or its
       professionals and testing the Debtor's accounts receivable
       in order to advise the Committee on the viability of the
       continuing operations and the reasonableness of
       projections and underlying assumptions, including the
       ability of the Debtor to make periodic payments pursuant
       to a plan of reorganization or otherwise;

   (c) analyze the financial ramifications of proposed
       transactions for which the Debtor may seek Bankruptcy
       Court approval, including, asset sales by the Debtor;

   (d) analyze the Debtor's internally prepared financial
       statements and related documentation in order to evaluate
       the performance of the Debtor as compared to projected
       results;

   (e) advise the Committee regarding strategic options available
       for the Debtor's business operations and assets, including
       the sale of the Debtor's assets or the Debtor itself as a
       going concern to a third party purchaser;

   (f) review and evaluate any asset sale proposal or any plan of
       reorganization filed by the Debtor, including proposed
       distributions to classes of claimants;

   (g) assist the Committee in negotiating the terms of the
       Debtor's plan of reorganization, including, as may be
       necessary, developing, evaluating, proposing, negotiating
       and documenting alternatives to the Debtor's plan;

   (h) attend and advise at meetings with the Committee, its
       counsel and representatives of the Debtor; and

   (i) provide other financial advisory services as may be
       requested by the Committee and agreed upon by the Firm.

Karl A. Jarek, a shareholder of Alpern Rosenthal, tells the Court
that the Firm's professionals bill:

      Professional               Hourly Rate
      ------------               -----------
      Shareholder                $240 - $275
      Managers and Staff         $120 - $210
      Support Personnel           $55 - $85

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

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactures suitcases,
garment bags, briefcases and other travel products and
accessories.  The Company filed for chapter 11 protection on
Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M.
Walker, Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  George
Angelich, Esq., at Arent Fox PLLC, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


AIRWAY INDUSTRIES: Taps Ansel Schwartz as Special IP Counsel
------------------------------------------------------------
Airway Industries, Inc., asks the U.S. Bankruptcy Court for the
Western District of Pennsylvania for authority to employ Ansel M.
Schwartz, Esq., as its special intellectual property counsel.

Mr. Schwartz will:

   a. prepare and prosecute patent applications (including
      responses to office actions) in the U.S. and in foreign
      countries;

   b. prepare and prosecute trademark applications in the U.S.
      and in foreign countries;

   c. respond to inquiries, if any, regarding infringement of
      patents or trademarks;

   d. respond to inquiries, if any, regarding licensing of any
      intellectual property; and

   e. respond to questions concerning the Debtor's intellectual
      property in connection with the proposed sale of the
      Debtor's assets.

The Debtor tells the Court that it will pay Mr. Schwartz $275 per
hour for his services.

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

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactures suitcases,
garment bags, briefcases and other travel products and
accessories.  The Company filed for chapter 11 protection on
Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M.
Walker, Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  George
Angelich, Esq., at Arent Fox PLLC, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


ALLIANCE COLLATERALIZED: Moody's Cuts Senior Notes' Rating to B2
----------------------------------------------------------------
Moody's Investors Service downgraded the rating on the $144
Million Class A-2 Senior Subordinated Floating Rate Global Notes
due 2009 issued by Alliance Collateralized Holdings Ltd, a
collateralized debt obligation issuer.

According to Moody's, the rating action is due to deterioration of
the collateral pool.

Rating Action(Downgrade):

   * $144 Million Class A-2 Senior Subordinated Floating
     Rate Global Notes due 2009

     Prior Rating: Baa3
     Current Rating: B2


ALLSERVE SYSTEMS: Court Okays Caspert Management as Auctioneer
--------------------------------------------------------------
Charles A. Stanziale, Jr., the trustee appointed in Allserve
Systems Corporation's chapter 7 liquidation, sought and obtained
permission from the U.S. Bankruptcy Court for the District of New
Jersey to retain Caspert Management Co., Inc., as his auctioneer.

Caspert Management is expected to auction the Debtor's office
furniture and equipment, including desks, chairs, storage
cabinets, computer terminals, and printers.

Documents submitted to the Court do not indicate the Firm's
compensation rates.  However, the Firm has obtained a $100,000
surety bond, which it filed with the U.S. Trustee.

Herbert B. Caspert, the president and auctioneer at Caspert
Management, assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. is an outsourcing company for the IT industry.  The Debtor
filed for chapter 11 protection on November 18, 2005 (Bankr. D.
N.J. Case No. 05-60401).  Barry W. Frost, Esq., at Teich Groh
represents the Debtor.  Jeffrey Bernstein, Esq., at McElroy,
Deutsch, Mulvaney & Carpenter, represents the chapter 7 trustee.
When the Debtor filed for protection from its creditors, it
estimated assets between $10 million and $50 million and debts
between $50 million and $100 million.


ALLSERVE SYSTEMS: Trustee Taps XRoads as Special Accountant
-----------------------------------------------------------
Charles A. Stanziale, Jr., Trustee for Allserve Systems
Corporation's chapter 7 case, asks the U.S. Bankruptcy Court for
the District of New Jersey for permission to employ XRoads
Solutions Group, LLC, as his special forensic accountant.

XRoads Solutions will:

   a. prepare a preliminary assessment report of the Debtor's
      evidence available concerning missing leased equipment and
      potential fraud claims;

   b. meet with Allserve Systems PLC's receiver to gather
      information on findings with regard to UK Corporate
      Structure and  listing of suspicious companies;

   c. construct a chart of all corporate and affiliated entities;

   d. investigate the legitimacy of corporate entities and
      affiliated parties;

   e. review original loan and financing documentation;

   f. trace funds associated with major financing transactions;
      and

   b. perform an anticipated future phase of forensic
      investigative work at the direction of the Trustee to
      enhance the recovery of estate assets.

Holly Felder Etlin, a principal at XRoads Solutions, tells the
Court that the Firm's professionals bill:

      Professional                      Hourly Rate
      ------------                      -----------
      Principals                        $450 - $595
      Managing Directors                $400 - $450
      Director, Senior Consultants      $275 - $375
      Associate and Paraprofessionals   $150 - $210
      Administrators                       $125

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

Headquartered in North Brunswick, New Jersey, Allserve Systems
Corp. is an outsourcing company for the IT industry.  The Debtor
filed for chapter 11 protection on November 18, 2005 (Bankr. D.
N.J. Case No. 05-60401).  Barry W. Frost, Esq., at Teich Groh
represents the Debtor.  Jeffrey Bernstein, Esq., at McElroy,
Deutsch, Mulvaney & Carpenter, represents the chapter 7 trustee.
When the Debtor filed for protection from its creditors, it
estimated assets between $10 million and $50 million and debts
between $50 million and $100 million.


AMERICAN FINANCIAL: Moody's Rates Sub. Unsecured Debt at (P)Ba1
---------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Baa3 senior
debt rating to American Financial Group, Inc.'s unlimited shelf
registration statement, which was filed in March 2006.  Moody's
outlook for the ratings of American Financial is stable.

According to Moody's, the rating reflects American Financial's
niche position in many specialty commercial lines, its focus on
underwriting profitability, as well as the diversification offered
by its annuity and supplemental insurance operations. Moody's
believes that management has instituted a performance driven
compensation structure, with a significant contingent, deferred
component, which works well within the often volatile property and
casualty industry.  Over the past several years, the company has
focused on improving its operating results and capitalization
while reducing its financial leverage profile and improving the
holding company's liquidity profile.

The rating agency said these strengths are tempered by American
Financial's relatively high financial and operational leverage
compared to similarly rated peers, the potential for adverse
development on core reserves, exposure to gross catastrophe
losses, particularly a California earthquake, and concerns
surrounding the company's corporate governance structure.  In many
of the group's business segments, American Financial competes with
larger competitors who have greater financial and technical
resources.

Moody's current ratings reflect expectations that earnings and
organic capital growth will continue to improve over the medium
term and as demonstrated over the last few quarters.  Other
expectations include moderating adjusted operating leverage over
the medium term, financial leverage around 30%, pretax operating
earnings interest coverage of between 2 to 5x, and unrestricted
dividend capacity coverage of interest above 3x.

The rating agency notes that financial leverage consistently below
30%, operating leverage below 5x, and addressing our concerns
surrounding the company's corporate governance structure could
result in an upgrade.  Conversely, failure to sustain improved
earnings, adverse development in excess of 5% of reserves,
increased operating leverage, financial leverage above 35%, and/or
pretax operating earnings interest coverage levels below 2x could
lead to a downgrade.

Moody's assigned these ratings:

   American Financial Group, Inc.

     * provisional senior unsecured debt at (P)Baa3;
     * provisional subordinated unsecured debt at (P)Ba1; and
     * provisional preferred stock at (P)Ba2;

   American Financial Capital Trust II, III, IV

     * provisional preferred securities at (P)Ba1.

Moody's last rating action for AFG occurred on Oct. 28, 2005, when
Moody's affirmed the current ratings following the company's third
quarter earnings announcement which included $121 million charge
related to asbestos and environmental liabilities.

American Financial, located in Cincinnati, Ohio, is a diversified
holding company focused on property and casualty and life
insurance.  For the 2005, American Financial reported $2.4 billion
in net earned premiums and net income of $207 million. As of Dec.
31, 2005, shareholders' equity was $2.5 billion.  American
Financial additionally holds an 82% interest in Great American
Financial Resources, Inc., whose wholly owned subsidiaries include
Great American Life Insurance Company.


ANCHOR GLASS: Warner Robins Wants to Discontinue Fuel Service
-------------------------------------------------------------
On Feb. 1, 1996, the City of Warner Robins, Georgia, agreed to
supply natural gas to Anchor Glass Container Corporation pursuant
to a Natural Gas Sales Agreement.  The term of the Agreement was
for five years, and continued year to year unless terminated by
either party.

The City continued to supply natural gas to Anchor Glass, and
Anchor Glass continued to pay for the natural gas after the
Petition Date.  However, Anchor Glass owe the City $410,712, for
natural gas provided prepetition.

In October 2005, the U.S. Bankruptcy Court for the Middle District
of Florida ruled that the City would hold $117,346, as security
deposit for the postpetition extension of credit to Anchor Glass.
The City continues to hold the amount as a security deposit.

On March 31, 2006, Anchor Glass filed its list of executory
contracts to be assumed pursuant to its Second Amended Plan of
Reorganization.  The list does not include the Natural Gas Supply
Agreement, David W. Steen, Esq., in Tampa, Florida, notes.  Thus,
under the 2nd Amended Plan, the Supply Agreement is to be
rejected as of the Effective Date of the Plan.

Accordingly, the City asks the Court to modify the automatic stay
to allow it to:

   a) terminate its service to Anchor Glass; and

   b) set off the security deposit against its rejection
      damages, including the prepetition debt

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Officers Gain Access to Defense Costs Insurance
-------------------------------------------------------------
As reported in the Troubled Company Reporter on March 8, 2006,
certain of Anchor Glass Container Corporation's directors and
officers sought access to insurance policies that were purchased
to protect them against costs and liabilities arising from their
services  as directors and officers of the Debtor.  The Officers
have been named as defendants in a series of lawsuits that allege
breach of fiduciary duty and violation of various federal
securities laws because of their status as directors and officers
of Anchor Glass.

The Hon. Alexander L. Paskay authorizes National Union Fire
Insurance Company of Pittsburgh, Pennsylvania, to pay Defense
Costs to Joel Asen, Darrin Campbell, James Chapman, Richard
Deneau, Jonathan Gallen, George Hamilton, Timothy Price, Peter
Reno, Alan Schumacher, and Lenard Tessler according to the terms
of the D&O Policy.

The Court directs the Officers and their counsel to submit
invoices, on a monthly basis, to National Union of the Defense
Costs to be paid, and to simultaneously furnish the Debtor with a
statement reflecting the amounts sought.

National Union will provide the Debtor a statement of the amount
of Defense Costs paid. The Debtor may share the information with
the Committees.

The Court rules that any information concerning the Defense Costs
will be treated as confidential and will be used only for
litigation purposes in connection with the Debtor's bankruptcy
proceeding.  If the Debtor or Committees wish to submit any
information to the Court, the information will be filed under
seal.

Neither the Debtor nor the Committees will be entitled to dispute
the amount of Defense Costs that National Union has paid to the
Officers, nor will the Committees be entitled to seek disgorgement
of any amounts National Union has paid before the filing of any
objection.

The Court clarifies that the Order does not address whether or not
the proceeds of the D&O Policy are property of the estate, or
whether the automatic stay applies to payments by National Union.

Judge Paskay denies, without prejudice, the part of the Debtor's
request, seeking clarification of its indemnification obligations.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Bank of New York Wants Panel's Complaint Dismissed
----------------------------------------------------------------
The Bank of New York, as Indenture Trustee and Collateral Agent,
for the holders of $300,000,000 of 11% Senior Notes due 2013 and
$50,000,000 of 11% Senior Notes due 2013 issued by Anchor Glass
Container Corporation, asks the U.S. Bankruptcy Court for the
Middle District of Florida to:

    a) dismiss the Official Committee of Unsecured Creditors'
       Complaint; or

    b) in the alternative, direct the Committee to issue a more
       definite statement of its allegations.

As reported in the Troubled Company Reporter on Dec. 15, 2005, the
Committee asked the Bankruptcy Court to enter a declaratory
judgment:

    a) that BNY's secured claim with respect to the Mortgages is
       limited to the capped value of the Mortgages;

    b) that any claims asserted by individual Noteholders who
       also received any amount of the Equity Payments are due to
       be disallowed;

    d) that the Noteholders are not entitled to postpetition
       interest or fees; and

    d) regarding:

       -- the valid of BNY's liens;

       -- the assets subject to BNY's liens; and

       -- the amount and priority of BNY's claims if and when
          they are properly filed.

The Committee stated that four of the real property mortgages
filed by the Noteholders contain specific caps as to the amount of
debt that each Mortgage secures:

   Real Property                          Mortgage Caps
   -------------                          -------------
   Scott County, Minnesota                  $9,360,000
   Okmulgee County, Oklahoma                 6,000,000
   Duval County, Florida                    10,704,000
   Chemung County, New York                  8,178,000

The Committee claims that, each Mortgage is enforceable as to its
relative property only up to the amount of the cap stated and that
the Noteholders are not allowed to enforce any of the four
Mortgages in amounts in excess of the amount stated on the face of
the Mortgages.

                          BNY Assertions

Mark D. Bloom, Esq., at Greenberg Taurig PA, in Miami, Florida,
relates that the Final Noteholder Financing Order contemplated a
two-step process, in which the Committee would first seek and
obtain leave of Court to file an Objection, and then file an
Objection.

However, the Committee proceeded directly to the second step
without addressing the first, and thereby failed to satisfy a
condition precedent negotiated with the Noteholders and
incorporated in the Financing Order, Mr. Bloom states.

Absent satisfaction of the conditions in the Financing Order, the
Committee lacks standing to maintain the action, and the Complaint
must be dismissed with prejudice and without leave to amend.
Given that the expiration of the Objection Period was Dec. 7,
2005, the Committee can no longer cure that defect.

Moreover, each count of the Complaint is subject to dismissal,
Mr. Bloom contends.

The Committee alleged that the BNY liens and security interests on
four of the Debtor's plants and fixtures should be limited to the
"caps" contained in four mortgages applicable to those locations.
However, the Committee failed to allege a discrepancy between the
value of each of the four plants and their related collateral and
the amount of the cap allegedly established in the relevant
Mortgage, Mr. Bloom asserts.

Without a stated difference between the amount of BNY's secured
claim and the alleged caps under the applicable Mortgages, the
Committee's allegation fails to raise a "substantial controversy"
between the parties and is based "upon a hypothetical set of
facts", Mr. Bloom argues.

In addition, the Committee had more than ample time to inspect the
BNY Indenture and other financing documents, all of which are
either filed as a matter of public record or were furnished to
them upon request, Mr. Bloom notes.

Mr. Bloom points out that the Complaint fails to take into
consideration the existence of any documents other than the
Mortgages, which eliminate any alleged cap in respect of all or
any part of the BNY collateral.

The Committee's allegations that any claims asserted by
Noteholders who received any amount of the Equity Payments are due
to be disallowed, is utterly speculative and premature, Mr. Bloom
further asserts.  BNY had not yet filed its proof of claim as of
the date the Complaint was filed, and there has been no
adjudication that any Noteholder received an Equity Payment or any
other avoidable transfer from the Debtor.

The Committee's allegations that the Noteholders are not entitled
to postpetition interests and fees must be dismissed, Mr. Bloom
maintains.  The Committee must first seek a valuation since it
contends that the entitlement to the interest or fees is dependent
on a valuation of the BNY collateral under Section 506(a) of the
Bankruptcy Code.

Mr. Bloom maintains that nothing in the Complaint offers any
allegation to create an "actual controversy" regarding either the
validity or priority of any of the BNY liens.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents the Debtor in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts. (Anchor Glass Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARMOR HOLDINGS: DoJ & FTC Finish Review of S&S Merger Transaction
-----------------------------------------------------------------
The U.S. Department of Justice and the U.S. Federal Trade
Commission have granted early termination of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, in connection with Armor Holdings, Inc.'s pending
acquisition of Stewart & Stevenson, Inc.

As reported in the Troubled Company Reporter on March 2, 2006,
Armor Holdings has agreed to acquire all of the outstanding
stock of SVC for $35 per share in a cash merger transaction.
The total value of the transaction is expected to be around
$755 million after deducting SVC's net cash balance of
$312 million as of January 31, 2006.

The proposed transaction remains subject to the satisfaction of
customary closing conditions, including approval by Stewart &
Stevenson's shareholders.  Stewart & Stevenson has scheduled a
special meeting of shareholders for May 9, 2006, to vote upon the
proposed transaction.  Shareholders of record as of the close of
business on April 5, 2006, will be entitled to vote at the special
meeting.  The transaction is expected to close promptly after the
special meeting.

On April 7, 2006, Stewart & Stevenson started mailing to
shareholders and filed with the Securities and Exchange Commission
definitive proxy materials in connection with the merger
agreement.  Shareholders are encouraged to read Stewart &
Stevenson's definitive proxy materials in their entirety as they
provide, among other things, a detailed discussion of the process
that led to the proposed merger and the reasons behind the Stewart
& Stevenson Board of Directors' unanimous recommendation that
shareholders vote FOR the approval and adoption of the merger
agreement and the merger.

                    About Stewart & Stevenson

Stewart & Stevenson Services, Inc. (NYSE: SVC), a leading
manufacturer of military tactical wheeled vehicles including the
Family of Medium Tactical Vehicles (FMTV), the U.S. Army's primary
transport platform.

                      About Armor Holdings

Armor Holdings, Inc. (NYSE: AH) -- http://www.armorholdings.com/
-- is a diversified manufacturer of branded products for the
military, law enforcement and personnel safety markets.

                         *     *     *

Armor Holdings, Inc.'s 8.25% Senior Subordinated Notes due 2013
carry Moody's Investor Service's B1 rating and Standard & Poor's
B+ rating.


ASARCO LLC: Court Okays Retention and Recruiting Plan Execution
---------------------------------------------------------------
One of the most serious threats to ASARCO LLC's reorganization is
the loss of skilled technical, supervisory, operating, and
corporate personnel, Jack L. Kinzie, Esq., at Baker Botts LLP, in
Dallas, Texas, tells the Court.

The problem is especially acute given the level of specialized
knowledge required to engage in ASARCO's operations and the strong
competition it faces in the marketplace.

Mr. Kinzie relates that ASARCO instituted a salary increase and
year-end bonus as an emergency measure in an attempt to buy time
to more completely address the overall compensation issue.

Having significantly restored production and operations, ASARCO
now has sufficient liquidity to address that critical issue with
a program focused on the retention and recruitment of valued
employees.

Pursuant to Sections 105(a) and 363 of the Bankruptcy Code,
ASARCO seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to implement a
retention and recruiting plan.

The Retention and Recruiting Plan is a three-pronged compensation
program consisting of a salary increase, an incentive program and
an employee retention plan.

A. Competitive Salary Component

   In March 2005, ASARCO retained Watson Wyatt to conduct a
   study for the Company, as part of a comprehensive review of
   the Company's salary structure.

   Taking the recommendations from the Watson Wyatt Study as a
   base, the Competitive Salary Component provides for:

      -- a 3.5% increase for inflation over the past 12 months,
         and

      -- a 3.5% premium to reflect industry competitive pressures
         and the impact of ASARCO's bankruptcy filing.

   The Competitive Salary Component allows individual salary
   adjustments based on performance ranking, current salary, and
   tenure.  It is expected to cost $2,600,000, on an annual
   basis.

B. Employee Retention Component

   ASARCO plans to provide retention payment to 100 participants.
   The retention payment amount will equal to 25% or 35% of the
   employee's salary, depending on job grade.

   The Retention Payment will be paid in installments:

      -- 10% upon approval and implementation of the Employee
         Retention Component;

      -- 10% payable, at six-month intervals, up to a maximum of
         60% of the total payment amount before the completion of
         ASARCO's Chapter 11 case; and

      -- The remaining amount is payable in two equal
         installments, upon confirmation of ASARCO's plan of
         reorganization and upon the effective date of a plan.

   If a participant resigns or is terminated for cause, any
   unpaid bonus is forfeited and pro rata bonuses will not be
   paid.

   If a participant is terminated without cause, the participant
   will receive the balance of any unpaid bonus provided that the
   employee executes a general release satisfactory to ASARCO.

   The Employee Retention Component is expected to cost
   $2,400,000 for current employees, and an additional
   discretionary pool of $400,000 for new hires.

C. Variable Incentive Component

   ASARCO proposes to create an incentive pool for all salaried
   employees with target bonuses calculated:

      -- 70% on the achievement of defined business objectives
         for senior corporate personnel and on unit cost targets
         for operating personnel and other corporate personnel;
         and

      -- 30% on ASARCO's overall EBITDA performance.

   ASARCO's board of directors will set the targets with approval
   from FTI Consulting, Inc., the financial consultants to the
   Official Committee of Unsecured Creditors of ASARCO.

   If the targets are met, the Variable Incentive Plan is
   expected to cost $3,400,000.  The Variable Incentive Component
   would pay higher amounts for performance in excess of targets
   up to a cap of $4,900,000.

D. Others

   ASARCO also proposes to provide $1,000,000, for application at
   the discretion of ASARCO's board for salary, retention, and
   incentive payments.

Without the Retention and Recruiting Plan, employees are likely
to continue to leave ASARCO in the near future and pursue
alternative employment, Mr. Kinzie says.

The inability to retain salaried employees and hire replacements
to fill crucial vacancies will severely harm ASARCO, Mr. Kinzie
notes.  Salaried employees are difficult to replace because
experienced job candidates often find the prospect of working for
a company under Chapter 11 protection is unattractive.  In
certain cases, ASARCO will be forced to use outside consultants
and contractors at costs significantly higher than that for the
former employee.

If additional employees were to leave their current jobs at this
point in the bankruptcy case, ASARCO likely will not be able to
attract replacement employees of comparable quality, experience,
knowledge, and character.  Suitable new employees, even if
available, will not have in-depth knowledge of ASARCO's business.

The Retention and Recruiting Plan is needed now to enable ASARCO
to retain the knowledge, experience, and loyalty of its salaried
employees, and to help ASARCO recruit new talent to replace
employees who have already departed, Mr. Kinzie maintains.

Mr. Kinzie assures the Court that the proposed Retention and
Recruiting Plan does not impose unnecessary burden on ASARCO's
financial position now or in the future.  The incentive component
is designed to pay for itself and preserve the value of estate
assets.  Under the Variable Incentive Component, payments are
made only if meaningful EBITDA and unit cost performance is
achieved.  As with the retention payments, incentive payments are
staggered, with unit cost bonuses being paid on a quarterly basis
and EBITDA-based bonuses being paid annually.

                           Responses

1. United Steelworkers

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International
Union, together with other unions, entered into a modified
collective bargaining agreement with ASARCO in November 2005.

With the assistance of the Official Committee of Unsecured
Creditors, ASARCO and the United Steelworkers have implemented a
labor-management cooperation system that provides employer and
union representatives a mechanism for discussing potential and
existing disputes in a constructive and open manner.  The parties
have been making progress in developing a relationship that, to a
greater degree, is based upon trust and open dialogue, though
there remain pockets of concern.

The United Steelworkers is concerned that the proposed KERP may
undo the trust that has been built between the unions and ASARCO.

The United Steelworkers does not object to the proposed KERP.
However, the United Steelworkers is mindful of ASARCO's need to
recruit and retain skilled management.

In ASARCO's case where the labor relationship remains fragile and
where collective bargaining will occur later in the year to
replace the expiring labor agreements, Patrick M. Flynn, Esq., in
Houston, Texas, asserts that it will be incumbent upon management
to make certain that the KERP does not become a needless and
harmful impediment to constructive dealing.

"[ASARCO] can do this by visibly and earnestly recommitting to
strengthening the relationship with the [United Steelworkers] and
the other unions that has been nurtured by many parties,
including the Committee, since last November," Mr. Flynn states.

2. Creditors Committee

James C. McCarroll, Esq., at Reed Smith LLP, in Pittsburgh,
Pennsylvania, relates that ASARCO has consulted extensively with
the Official Committee of Unsecured Creditors' professionals
regarding formulation of the proposed Retention and Recruiting
Plan.

The Committee has also extensively discussed the necessity for
and the utility of the proposed Retention and Recruiting Plan,
and its terms with ASARCO's directors and officers, as well as
its professionals.

According to Mr. McCarroll, the Committee has carefully
considered the terms of the proposed Retention and Recruiting
Plan, and believes that the facts and circumstances described in
ASARCO's request amply demonstrate that it is reasonable in all
respects.

For these reasons, the Committee supports the approval of
ASARCO's request for the implementation of the Retention and
Recruiting Plan.

                           *     *     *

Judge Schmidt directs ASARCO's Board to implement the Retention
and Recruiting Plan.  All objections to ASARCO's request have
been resolved, withdrawn or overruled on the merits.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants Until September 15 to Decide on Leases
--------------------------------------------------------
ASARCO LLC and its debtor-affiliates are parties to numerous
non-residential real property leases and are in the process of
determining what Leases to assume or reject.

However, the Debtors' ability to diligently review all of their
Leases has been severely hampered by the loss of numerous skilled
corporate personnel, Judith W. Ross, Esq., at Baker Botts LLP, in
Dallas, Texas, says.

The loss of valued employees has forced an already over-extended
salaried workforce to constantly prioritize and re-evaluate tasks
in an attempt to comply with the ordinary demands of operating a
business of the size and complexity of ASARCO LLC.

The shrinking number of salaried employees, coupled with many
crises faced by ASARCO in the early stages of its bankruptcy --
including a labor strike, a severe liquidity crisis, the need to
obtain DIP financing, and the necessity of quickly moving to
restore operations and production following the strike --
required its employees to focus on only the most critical aspects
of day-to-day operations, Ms. Ross tells the Court.

The labor strike further exacerbated the problem, forcing
management and salaried employees to leave their usual positions
in the corporate office to work in the mines and the smelter to
maintain a minimum level of production, Ms. Ross adds.

Without an evaluation of the Leases, Ms. Ross contends that the
Debtors would be unable to articulate factors sufficient to make
the required showing to the Court that they have exercised
reasonable business judgment in determining whether to assume or
reject the Leases.

Although ASARCO's employees have not completed the evaluation of
all Leases, Ms. Ross relates that ASARCO has attempted to make
progress with certain key landlords toward reaching agreements
concerning ASARCO's obligations under the Leases.  These attempts
have included efforts to reach an agreement concerning ASARCO's
obligations at the Mission Mine.

ASARCO operates the Mission Mine substantially on Native American
Indian lands that are leased from the Tohono O'Odham Nation San
Xavier District and from certain individuals of the Nation who
hold trust patent allotments of the lands.

ASARCO operates the mine on these lands subject to federal
regulations imposed by the U.S. Department of the Interior Bureau
of Land Management and Bureau of Indian Affairs.

The BLM and BIA have yet to approve the May 17, 2005, Mine
Reclamation Plan and have yet to give ASARCO access to the
administrative records in response to ASARCO's three Freedom of
Information Act requests.

Also, the meetings that ASARCO convened with the BLM and BIA in
2005 did not result in an understanding concerning ASARCO's mine
reclamation obligations under the federal regulations.  The
question of which reclamation regulations actually apply to
ASARCO must be resolved before ASARCO can make a reasonable,
informed business decision whether to assume or reject the Indian
Leases, Ms. Ross says.

Accordingly, the Debtors further ask the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to extend
the time for them to decide whether to assume or reject
non-residential real property leases through Sept. 15, 2006.

Ms. Ross assures the Court that the Debtors are current on all of
their postpetition obligations under the Leases and will remain
so until the Leases are assumed or rejected.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ASARCO LLC: Wants to Sell Tennessee Mines to Glencore for $40 Mil.
------------------------------------------------------------------
ASARCO LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to:

   (a) sell the assets of Tennessee Mines, for $40,000,000, to
       Glencore Ltd., subject to higher and better offers; and

   (b) assume and assign certain executory contracts and
       unexpired leases to Glencore.

The Tennessee Mines Assets included in the sale are:

   1. all of Tennessee Mines' major equipment;

   2. all Royalties;

   3. all tangible and intangible personal property assets used
      solely for business;

   4. all inventories, including all raw materials, finished
      goods, component parts and work in process;

   5. all Assumed Contracts, including all of their rights,
      claims and obligations;

   6. all machinery, equipment, vehicles, consumables, supplies,
      spare parts, and tools used solely for business;

   7. all personal property owned or leased by ASARCO;

   8. all real property leases, all patented and unpatented
      claims, leases and water rights;

   9. all permits, registrations, approvals, licenses and
      certifications issued by any government agency;

  10. all business records, including sales data, customer lists,
      accounts, bids, contracts, supplier records, but excluding
      corporate minute books and tax records; and

  11. all authorizations, environmental permits and other
      permits.

These Assets, however, are excluded from the sale:

   1. any interest in or right to use the names "ASARCO", "ASARCO
      Tennessee Mines Division" or the logos, names, trademarks,
      trade names, or the like of ASARCO LLC;

   2. all prepaid taxes, tax refunds, tax credits, and other tax
      assets;

   3. intercompany accounts;

   4. all rights under insurance policies in force before or on
      effective time;

   5. historical tailings generated before closing which have
      been sold to Mossy Creek Mining Company LLC pursuant to a
      contract dated Aug. 13, 2002; and

   6. all contracts other than the Assumed Contracts

Before the Debtor filed for bankruptcy, CB Richard Ellis
International Minerals & Metals Group marketed the Assets to more
than 60 potential purchasers.  Among the five entities who
submitted bids, ASARCO determined that Glencore was the successful
bidder.

Asarco and Glencore entered into a purchase agreement dated
April 5, 2006, for the sale of the Property.  The salient terms
of the Purchase Agreement are:

   (a) Glencore will deposit $800,000, with LandAmerica
       Commercial Services, as Escrow Agent;

   (b) Glencore will pay $40,000,000, to ASARCO for the Assets;

   (c) Glencore will assume seven agricultural leases, one
       building lease with Morrison Lowe, one active mineral
       lease in Middle Tennessee, and the confidentiality
       agreements in connection with the sale; and

   (d) Glencore will pay to ASARCO all other cash or
       consideration as a condition for declaring it the winner
       at the Auction.

The Assets are proposed to be sold free and clear of all liens,
claims, charges and encumbrances.  ASARCO is not aware of any
claims on the Assets except for the Permitted Encumbrances of
$150,000 in property taxes that have not been paid as a result of
ASARCO's bankruptcy filing.

A full-text copy of the Glencore Purchase Agreement is available
for free at http://ResearchArchives.com/t/s?82f

To maximize the value of the Property, ASARCO will solicit higher
and better offers for the Property pursuant to uniform bidding
procedures approved by the Court.

ASARCO will accept competing offers for the Tennessee Mines
Assets not later than May 12, 2006, via facsimile or e-mail.

Mossy Creek Mining Company LLC and any other potential bidder
must execute a confidentiality agreement, and deliver all their
current audited financial statements to ASARCO.

Competing offers must be accompanied by a good faith deposit of
$800,000, to be deposited with LandAmerica Commercial Services
and held in an escrow account.  Competing offers must also
provide consideration to ASARCO's bankruptcy estate of more than
$41,500,000.

The Auction will be held on May 17, 2006, at 10:00 a.m.
The Auction will begin with a bid of no less than $41,500,000,
and continue in minimum increments of at least $100,000 higher
than the previous bid.

A Sale Hearing will be held on May 19, 2006, at 2:00 p.m.

If ASARCO accepts an offer from another bidder, ASARCO will pay
$1,200,000, to Glencore for all costs and out-of-pocket expenses
in connection with its legal, environmental, accounting and
business due diligence and the preparation and negotiation of the
Agreement.

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

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

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ATA AIRLINES: C8 Airlines' Solicitation Period Extended to July 31
------------------------------------------------------------------
Judge Basil H. Lorch of the U.S. Bankruptcy Court for the Southern
District of Indiana extended the exclusive period during which C8
Airlines, Inc., may solicit votes for the acceptance or rejection
of its First Amended Plan of Liquidation to, and including,
July 31, 2006.

C8 Airlines has more time to allow for full and fair notice of
issues to creditors.

As previously reported, the Court approved the disclosure
statement explaining the C8 Airlines' First Amended Plan of
Liquidation.

Judge Lorch ruled 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.

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)


ATA AIRLINES: C8 Airlines' Confirmation Hearing Set for June 6
--------------------------------------------------------------
Judge Basil H. Lorch of the U.S. Bankruptcy Court for the Southern
District of Indiana approved the uniform noticing, balloting,
voting and tabulation procedures proposed by C8 Airlines, Inc., to
be used in connection with the solicitation of votes for the
acceptance of its First Amended Plan of Liquidation.

The Court fixed:

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

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

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

    * May 19, 2006, as the deadline for filing objections to
      confirmation of C8's Plan.

Judge Lorch says the Confirmation Hearing scheduled to commence on
June 6, 2006, at 9:00 a.m., may be continued from time to time.

Moreover, C8's Plan may be modified pursuant to Section 1127 of
the Bankruptcy Code prior to, during, or as a result of, the
Confirmation Hearing, without further notice to parties-in-
interest.

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)


AZTAR CORP: Ameristar Ups Purchase Offer to $45 per Share
---------------------------------------------------------
Aztar Corporation received a revised definitive offer from
Ameristar Casinos, Inc., to acquire Aztar in a merger transaction
in which the holders of Aztar common stock would receive $45 per
share in cash and the holders of Aztar's Series B preferred stock
would receive $475.94 per share in cash.  The revised definitive
offer included a signed merger agreement.  Ameristar also provided
a signed financing commitment letter.

Ameristar said in its revised definitive offer that the offer
would expire by noon, Las Vegas time, on April 22, 2006, but that
if certain conditions were met before that time, this deadline
would be extended until 12:01 a.m. on April 27, 2006.

The conditions required for the extension include written
notification by Aztar to Ameristar before noon on April 22, 2006,
that:

     a) Aztar's Board has determined that Ameristar's revised
        definitive offer constitutes a superior proposal (as
        defined in Aztar's amended merger agreement with Pinnacle
        Entertainment, Inc.) and has informed Pinnacle of that
        determination;

     b) Ameristar's revised definitive offer is the only superior
        proposal Aztar has received; and

     c) as of the time of the notice to Ameristar, Aztar has
        received no other takeover proposals (as defined in
        Aztar's amended merger agreement with Pinnacle) that are
        reasonably likely to result in a superior proposal.

Aztar also disclosed that its Board, after consultation with its
legal and financial advisors, determined that the revised
definitive offer from Ameristar is reasonably likely to result in
a superior proposal.  Based on that determination, Aztar's Board
has authorized Aztar to resume its discussions with Ameristar.

Aztar also stated that its Board indicated it is unwilling to
discontinue its discussions with Wimar Tahoe Corporation, dba
Columbia Entertainment, the gaming affiliate of Columbia Sussex
Corporation.

As reported in the Troubled Company Reporter on April 19, 2006,
Aztar's Board determined on April 18, 2006 that Columbia
Entertainment's proposal to acquire Aztar for $47 in cash per
share of Aztar common stock continued to be reasonably likely to
result in a superior proposal, as defined in the amended merger
agreement with Pinnacle.

Aztar's Board will evaluate all aspects of the revised definitive
offer from Ameristar and the proposal from Columbia Entertainment
-- including any financing commitment letter yet to be provided to
Aztar.  Aztar's Board is not making any recommendation at this
time with respect to any such offer or proposal, and there can be
no assurance that Aztar's Board will approve any such transaction
or that a transaction will result.

On April 18, 2006, Aztar and Pinnacle amended their merger
agreement to increase the purchase price for each share of Aztar
common stock from $38 to $43 in cash.

                           About Aztar

Aztar Corp. -- http://www.aztar.com/-- is a publicly traded
company that operates Tropicana Casino and Resort in Atlantic
City, New Jersey, Tropicana Resort and Casino in Las Vegas,
Nevada, Ramada Express Hotel and Casino in Laughlin, Nevada,
Casino Aztar in Caruthersville, Missouri, and Casino Aztar in
Evansville, Indiana.

                          *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Standard & Poor's Ratings Services reported that its BB rating on
Aztar Corp. remains on CreditWatch with negative implications,
where they were placed on Feb. 16, 2006.  The CreditWatch update
followed the announcement by Pinnacle that it signed a definitive
merger agreement to acquire the outstanding shares of Aztar.


BALLY TOTAL: Ronald G. Eidell Replaces Carl J. Landeck as CFO
-------------------------------------------------------------
Bally Total Fitness Holding Corporation (NYSE: BFT) appointed
Ronald G. Eidell as its chief financial officer, assuming
responsibility for all finance and accounting functions.  Mr.
Eidell replaces former Chief Financial Officer Carl J. Landeck,
who is no longer with the Company.

The Company continues to expect to file its 2005 10-K report and
quarterly report for the three months ended March 31, 2006, before
the July 10 expiration of the waiver period recently obtained from
the Company's senior bank lenders and bondholders.

Mr. Eidell is a partner at Tatum, LLC, the largest and
fastest-growing executive services and consulting firm in the
U.S., where he is a Financial Leadership Partner in the Chicago
office. Mr. Eidell brings more than 35 years of senior financial
and operating experience to Bally, including helping clients
improve the quality and timeliness of financial reporting, pursue
strategic alternatives, and improve cash management, reporting and
forecasting disciplines.  The Company believes he will provide
significant leadership to its strategic alternatives process,
which remains on track, as well as expediting completion of the
Company's audit process and filing its SEC reports.

Bally Chairman and CEO, Paul A. Toback, commented, "This is the
right time for this change.  Ron Eidell is a well-seasoned
professional with extensive experience across all areas of finance
as well as significant operational experience leading successful
outcomes for companies in transition.  We're pleased to have an
executive like Ron join our team.  With his skills, knowledge and
leadership ability, he will be a valuable asset to the Bally
organization."

Mr. Eidell serves as a Director of NeoPharm (NASDAQ:NEOL), where
he is an audit committee member (and where he served as the
company's interim President and CEO for most of 2005).  Most
recently, Mr. Eidell has been the Chief Financial Officer at a
number of public or pre-IPO companies including Esoterix in
Austin, Texas; and Novamed, Inc. and Metromail Corporation in
Chicago.  Prior to that he was Senior Vice President, Finance and
Treasurer with R. R. Donnelley & Sons Co.  Mr. Eidell has a
Master's of Business Administration degree from the University of
Chicago and a Bachelor of Science degree from Drexel University,
where he serves on the Dean's Advisory Council to the University's
business school.

Mr. Eidell will initially hold the title of Senior Vice President
for Finance.  David S. Reynolds, Vice President and Controller,
will assume responsibility for signing the Company's SEC filings
through the completion of the Company's first quarter 2006 10-Q
report.

                        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 390 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.

                         *     *     *

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.

The CreditWatch update follows Bally's announcement that it will
not meet the March 16, 2006, deadline for filing its annual
report on SEC Form 10-K for the year ending Dec. 31, 2005.
Bally currently anticipates filing its 2005 10-K in April 2006.



BAREFOOT RESORT: Taps Hatley Law Firm as Closing Counsel
--------------------------------------------------------
Barefoot Resort Yacht Club Villas, LLC, asks the U.S. Bankruptcy
Court for the District of South Carolina for permission to employ
Hatley Law Firm, LLC, as its real estate closing counsel.

Barefoot Resort will perform closings on the Debtor's real estate
sales.  Chad B. Hatley, Esq., a member at the Hatley Law Firm,
discloses that the Biddle Law Firm was already appointed by the
Debtor as the closing attorney.  However, due to the number of
closings taking place and the need to move expeditiously, the
Debtor decided to employ Mr. Hatley in order to assist the Biddle
Law Firm in closing the remaining condominium sales.

The Debtor tells the Court that it will pay the Firm $350 at each
closing.  The Debtor requests that the Firm not be required to
file a fee application with the Court, since the closing fee is
small.

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

Headquartered in Columbia, South Carolina, Barefoot Resort Yacht
Club Villas, LLC -- http://www.drakedevelopment.com/-- operates a
resort located in North Myrtle Beach, South Carolina.  Drake
Development Company USA owns Barefoot Resort.  The Debtor filed
for chapter 11 protection on Feb. 21, 2006 (Bankr. D. S.C. Case
No. 06-00640).  William McCarthy, Jr., Esq., and Daniel J.
Reynolds, Jr., Esq., at Robinson, Barton, McCarthy, Calloway &
Johnson, P.A., represent the Debtor.  When the Debtor filed for
protection from its creditors, it listed $69,003,578 in assets and
$60,980,655 in debts.


BEAR STEARNS: $7.7 Mil. Loss Cues S&P to Lower Class J Certs. to D
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on classes
B, C, and G of Bear Stearns Commercial Mortgage Securities Inc.'s
commercial mortgage pass-through certificates from series
2001-TOP2.

At the same time, the rating on class J is lowered to 'D' from
'CCC-', while the ratings are affirmed on eight other classes from
the same transaction.

The various rating actions reflect the settlement of litigation
related to the 1601 McCarthy loan.  The settlement resulted in a
100% principal loss of $7.7 million on the loan, which caused a
principal loss to the class M and N certificates, neither of which
are rated by Standard & Poor's.

GMAC Commercial Mortgage Corp. (GMACCM) confirmed that as part of
the settlement, no further litigation expenses will be borne by
the trust.  Liquidity issues related to the litigation resulted in
downgrades of several subordinate classes and constrained some of
the ratings on the senior classes.  The resolution of the lawsuit
improves the transaction's liquidity and removes a significant
amount of uncertainty surrounding the deal.

Specifically, the cumulative interest shortfalls on class G will
be repaid next month, resulting in Standard & Poor's raising of
the rating on the class to 'BB' from 'CCC+.'  Standard & Poor's
also expects the cumulative interest shortfall for class H to be
repaid, although it may take up to a year due to potential credit
issues with other assets in the transaction.  The rating on class
H is therefore affirmed at 'CCC,' but the rating agency will
reevaluate the rating after the cumulative interest shortfalls on
the class are repaid.  Class J, however, is likely to carry a
cumulative interest shortfall for an extended period of time, so
Standard & Poor's has lowered the rating to 'D' accordingly.
Should the cumulative interest shortfall of class J be repaid in
full, the rating agency will reexamine the rating on the class at
that time.  The remaining raised and affirmed ratings reflect the
settlement of the litigation as well as credit enhancement levels
that provide adequate support through various stress scenarios.

As of the remittance report dated April 17, 2006, the collateral
pool consisted of 129 loans with an aggregate principal balance of
$798.1 million, down from 140 loans totaling just over $1 billion
at issuance.  The master servicer, Wells Fargo Commercial Mortgage
Servicing, provided year-end 2004, interim 2005, and year-end 2005
net cash flow (NCF) debt service coverage (DSC) figures for 97% of
the nondefeased pool.

The seven defeased loans in the transaction represent $40.6
million (5%) of the pool's collateral.  Based on this information,
Standard & Poor's calculated a weighted average DSC of 1.60x,
which is the same as at issuance.  No loans in the pool are
delinquent, but two loans ($30.1 million, 4%) are with the special
servicer, GMACCM.  One of the loans with GMACCM has an appraisal
reduction amount (ARA) in effect totaling $11.4 million.  The
trust has experienced five losses to date totaling $10.2 million,
which includes the aforementioned loss related to the 1601
McCarthy loan settlement.

The top 10 loan exposures, excluding defeased loans, have an
aggregate outstanding balance of $248.3 million (31%).  The
weighted average DSC for the top 10 loans is 1.59x, up from 1.48x
at issuance.  The improved overall performance of the top 10
occurred despite significant credit issues for two of the loan
exposures, one of which is on Wells Fargo's watchlist, while the
other is with the special servicer.  Both loan exposures are
discussed in detail below.  Standard & Poor's reviewed property
inspections provided by the master servicer for all of the
collateral properties securing the top 10 loans.  All of the
collateral was characterized as "excellent" or "good," except for
the Bel-Air Apartments property securing the 10th-largest loan
($15 million, 2%), which was characterized as "fair."

The Shops at Riverwoods is a 179,000-sq.-ft. "lifestyle center"
retail property built in 1998 in Provo, Utah.  The property
secures the fourth-largest loan ($25.5 million, 3%) in the pool.
After the property suffered a loss of tenants in 2003, including
the Gap and Eddie Bauer, cash flow dropped dramatically.  The loan
was restructured after its transfer to GMACCM in June 2003, but it
has not been transferred back to the master servicer due to
ongoing poor performance, as indicated by:

   * a year-end 2005 DSC of 0.64x;

   * continued litigation against the Gap; and

   * the intention of Copeland's to vacate its space (40,523 sq.
     ft., 23% of the collateral space) in January 2007.

While the loan is current, an ARA for $11.4 million is in effect
on the loan based on an appraisal from June 2004.  Standard &
Poor's will continue to monitor the loan for changes in the
collateral's performance.

The other loan with the special servicer ($4.6 million) is secured
by 215-227 Needham Street, a 32,269-sq.-ft. retail property built
in 1960 in the Boston suburb of Needham, Massachusetts.  The loan
was transferred to the special servicer in January 2006 after the
borrower filed for bankruptcy, primarily because three investors
in the collateral property are disputing the managing partner's
operation of the property (as well as four other non-collateral
properties).  The property continues to perform well, with 100%
occupancy and a DSC of 1.79x as of year-end 2004.  An appraisal
from February 2006 valued the collateral at $11.2 million.

The master servicer reported an April 2006 watchlist of 20 loans
with an aggregate outstanding balance of $113.4 million (14%).
The watchlist includes four of the seven loans that constitute the
largest loan exposure ($39.9 million, 5%) in the pool.  The Grand
Rapids portfolio consists of a seven light industrial/office
facilities near Grand Rapids, Michigan, that secure seven cross-
defaulted and cross-collateralized loans.  Four of the loans
($21.4 million, 3%) were added to the watchlist for significant
declines in occupancy and DSC.  The aggregate portfolio DSC and
occupancy were 1.05x and 85% as of year-end 2004, respectively.

Standard & Poor's stressed the loans on the watchlist, along with
other loans with credit issues, as part of its pool analysis.  The
resultant credit enhancement levels support the various rating
actions.

Ratings raised:

Bear Stearns Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2001-TOP2

                             Rating

           Class   To      From     Credit enhancement
           -----   --      ----     ------------------
             B     AA+     AA             14.36%
             C     A+      A              10.57%
             G     BB      CCC+            3.14%

Rating lowered:

Bear Stearns Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certificates series 2001-TOP2

                             Rating

           Class   To      From     Credit enhancement
           -----   --      ----     ------------------
             J     D       CCC-           1.40%

Ratings affirmed:

Bear Stearns Commercial Mortgage Securities Inc.
Commercial mortgage pass-through certs series 2001-TOP2

               Class   Rating   Credit enhancement
               -----   ------   ------------------
                A-1     AAA           17.68%
                A-2     AAA           17.68%
                D       A-             9.30%
                E       BBB            6.30%
                F       BBB-           5.20%
                H       CCC            2.35%
                X-1     AAA              N/A
                X-2     AAA              N/A

                   N/A -- Not applicable.


BGF INDUSTRIES: Posts $4.9 Million Net Loss in Year Ended Dec. 31
-----------------------------------------------------------------
BGF Industries, Inc., filed its financial result for fiscal year
ended Dec. 31, 2005, with the Securities and Exchange Commission
on Mar. 31, 2006.

For the year ended Dec. 31, 2005, the company reported a net loss
of $4,935,000 on $152,904,000 of net revenues compared to
$1,897,000 of net income on $155,842,000 of net revenues in the
prior year.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $77,510,000 and total debts of $118,972,000 resulting to
a $41,462,000 stockholder's deficit.

A full-text copy of BGF Industries' Annual Report ended Dec. 31,
2006, is available for free at http://researcharchives.com/t/s?81f

Headquartered in Greensboro, North Carolina, BGF Industries, Inc.
-- http://www.bgf.com/-- is the second largest manufacturer of
woven and non-woven glass fiber fabrics in North America as well
as a producer of other high performance fabrics.

                         *     *     *

As reported in the Troubled Company Reporter on April 12, 2006,
Standard & Poor's Ratings Services raised its ratings on BGF
Industries Inc., including the corporate credit rating to 'B-'
from 'CCC+'.  Standard & Poor's said the outlook is stable.


BLACK WARRIOR: Balance Sheet Upside-Down by $15.6 Mil. at Dec. 31
-----------------------------------------------------------------
Black Warrior Wireline Corp. disclosed its financial result for
fiscal year ended Dec. 31, 2005, to the Securities and Exchange
Commission on Mar. 31, 2006.

For the year ended Dec. 31, 2005, the company reported $8.2
million of net income on $73.7 million of net revenues compared to
a net loss $1.8 million on $53.7 million of net revenues in 2004.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $101.7 million and total debts of $117.2 million
resulting to a $15.6 million stockholder's deficit.

A full-text copy of Black Warrior's Annual Report ended Dec. 31,
2006, is available for free at http://researcharchives.com/t/s?822

Headquartered in Columbus, Mississippi, Black Warrior Wireline
Corp. is an oil and gas service company providing services to oil
and gas well operators primarily in the United States and in the
Gulf of Mexico.


BOUNDLESS MOTOR: Losses & Current Deficit Spur Going Concern Doubt
------------------------------------------------------------------
Murrell, Hall, McIntosh & Co., PLLP, expressed substantial doubt
about Boundless Motor Sports Racing Inc., nka Dirt Motor Sports,
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 significant net losses
and negative working capital.

For the fiscal year ended Dec. 31, 2005, the company incurred a
net loss of $3,792,256 on $1,963,297 of revenues compared to a net
loss of $2,545,770 on $1,786,233 of revenues in the prior year.

At Dec. 31, 2005, the Company has an accumulated deficit of $37.9
million and negative working capital of $9.0 million.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $13.7 million and total debts of $15.0 million resulting
to a $1.2 million stockholders' deficit.

A full-text copy of Boundless Motor's Annual Report is available
at no charge at http://researcharchives.com/t/s?82c

Boundless Motor Sports Racing Inc., nka Dirt Motor Sports, Inc.,
is a leading marketer and promoter of motorsports entertainment in
the United States.  The Company operate 6 dirt motorsports tracks
in New York, Pennsylvania and Florida, and own and operate four of
the premier sanctioning bodies in dirt motorsports: the World of
Outlaws, DIRT Motorsports, United Midwestern Promoters (UMP) and
the Mid America Racing Series (MARS).


CALPINE CORP: Wants Court to Approve Director Compensation Program
------------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to approve a Director
Compensation Program for the non-employee directors.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
relates that the current non-employee directors of Calpine
Corporation bring a diverse range of experience and business
acumen to the performance of their duties.  Each of Calpine's
outside directors is a highly accomplished and skilled
businessperson with insight and judgment critical to the success
of the Debtors' reorganization.

Calpine's non-employee directors are:

   -- Kenneth T. Derr, director of Calpine since May 2001,
      chairman of the Board of Calpine since November 2005, and
      served as Acting Chief Executive Officer of Calpine from
      November to December 2005;

   -- William J. Keese, director of Calpine since September 2005;

   -- David C. Merritt, director of Calpine since February 2006;

   -- George J. Stathakis, director since September 1996 and
      served as a senior advisor to Calpine from December 1994 to
      December 2005;

   -- Walter L. Revell, director since September 2005; and

   -- Susan Wang, director since June 2003.

The Director Compensation Program has three separate components:

   (a) compensation for participation on the Board of Directors;

   (b) compensation for participation on the Audit Committee, the
       Nominating and Governance Committee or the Compensation
       Committee; and

   (c) expense reimbursement

All fees will be paid at the end of each quarter in arrears.

                       Board Participation

Participation on the Board of Directors will be compensated at
$125,000 annually, with an additional $125,000 annually for the
chairperson of the Board.  Each Director is also entitled to a
fee of $2,000 per in-person meeting and $1,000 per telephonic
meeting of the Board.

                     Committee Participation

The members of the Audit Committee will receive an additional
$10,000 annual fee for his/her services on the Audit Committee,
with an additional $30,000 annually for the chairperson of the
Audit Committee.  The chairpersons for the Nominating and
Governance Committee and the Compensation Committee each will
receive $15,000 in annual fees in addition to their base
compensation for membership on the Board.

Members of the Nominating and Governance Committee and the
Compensation Committee will not receive additional compensation
for participation on those Committees.  However, all committee
members are entitled to a $1,000 per meeting fee, whether
participation is in-person or telephonic.

                      Expense Reimbursement

Calpine will reimburse all actual and reasonable out-of-pocket
expenses for the Directors.

Mr. Cieri asserts payment of market-based compensation to the
Board of Directors is necessary to:

   1.  recruit and retain talented and capable Directors with a
       broad range of cross-industry experience;

   2.  provide recognition of the time commitment required of the
       Directors in the context of the Chapter 11 filings; and

   3.  recognize best practices in remuneration of the Directors.

In designing the proposed Director Compensation Program, Mr.
Cieri relates that the Debtors have balanced the need for market-
competitive compensation with the financial constraints under
which Calpine now operates.  The Director Compensation Program
has been tailored to provide payment commensurate with the value
that the Directors contribute to the success of these Chapter 11
Cases and comparable to that provided to directors in like
companies.

Steven Hall & Partners, an executive compensation consulting
firm, on behalf of the Debtors, examined non-employee director
compensation in comparable companies to determine how Calpine's
current director compensation package compared to the market.
Steven Hall & Partners drew on 2004 data related to 18 comparable
companies, each with $8.5 to $9.5 billion in annual revenues.
Those companies include AES Corporation, Centerpoint Energy,
Inc., Devon Energy Corporation, Reliant Energy, Inc., Sempra
Energy, and TXU Corporation.

Based on its analysis, Steven Hall & Partners concluded that
Calpine's current director compensation package was significantly
below market.  Steven Hall & Partners recommended that Calpine
shift to an all-cash compensation structure aimed at matching the
median market compensation levels for directors at comparable
companies as well as increase director compensation.

Calpine's Board of Directors has approved the proposed Director
Compensation Program.

                    About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Wants To Continue Existing Insurance Policies
-----------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for authority to pay up to $35,000,000 currently due under
the Loanback Agreement.

The Debtors also ask the Court to:

     * continue to allow CPNIC to operate as it had prior to the
       Petition Date, including the processing and payment of
       claims; and

     * authorize the Debtors to make additional payments beyond
       $35,000,000 without Court approval, provided the Debtors
       obtain the consent of the Official Committee of Unsecured
       Creditors.

As previously reported in the Troubled Company Reporter on Feb. 2,
2006, the Court deferred ruling on a final basis on the Debtors'
request for authorization to repay their captive insurance company
up to $35,000,000 pursuant to a prepetition Loanback Agreement.
Instead, the Court granted the Debtors interim approval to repay
up to $18,000,000 pursuant to the Loanback Agreement.

Of the total amount outstanding under the Loanback Agreement, the
Debtors estimate that CPN Insurance Corporation will need to be
repaid $35,000,000 representing the amount of CPNIC's projected
capital deficit which would be required to meet expected claims
and expenses.

Robert G. Burns, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors acknowledge that the amounts due under
the Loanback Agreement constitute prepetition debt. However, the
failure to satisfy the obligation would result in even greater
losses to the Debtors' estates.  The failure to honor the
Loanback Agreement would render CPNIC unable to pay pending
claims, which would, in turn, cause CPNIC to lose its license to
act as an insurer under Hawaiian law and, inevitably, to cease
operating.  Under these circumstances, another probable
consequence is the Debtors would not be able to receive payments
under the Excess Policies that provide an additional layer of
coverage to the CPNIC policies, says Mr. Burns.

Mr. Burns tells the Court that paying the $35,000,000 that is due
and owing and continuing to utilize CPNIC going forward is the
least expensive among the Debtors' options regarding the Loanback
Agreement because it:

   (1) honors Calpine's obligations, thus reassuring the
       insurance markets and avoiding a demand for higher
       premiums;

   (2) avoids the financial and administrative costs inherent in
       rejecting or winding down CPNIC and obtaining an entirely
       new third-party insurance program;

   (3) enables the Debtors to collect the $22,500,000 due under
       the Excess Policies; and

   (4) avoids any seizures or restrictions, other than the
       minimum capital required by the state of Hawaii, of the
       bank accounts of CPNIC which hold approximately
       $33,000,000.

                    About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Panel Taps Morgenstern Jacobs as Conflicts Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Calpine
Corp. and its debtor-affiliates' chapter 11 cases seeks authority
from the U.S. Bankruptcy Court for the Southern District of New
York to retain Morgenstern Jacobs & Blue, LLC, as its special
conflicts counsel, nunc pro tunc to March 3, 2006.

The Committee wants MJB to represent it in matters during the
pendency of the Debtors' chapter 11 cases for which Akin Gump
Strauss Hauer & Feld LLP, the Committee's counsel, has or may
have a conflict of interest, or is otherwise unable to represent
the Committee.

MJB will advise and represent the Committee in connection with
matters related to the Debtors' dealings with Rosetta Resources
Inc. and claims of the Debtors against Solutia, Inc. and its
affiliates that are also debtors in Chapter 11 proceedings.

The Committee believes that it is necessary to employ special
conflicts counsel, and that without professional assistance, it
will be unable to adequately fulfill its responsibilities in the
cases.

William J. Patterson, the Committee's chairperson, says MJB has
extensive experience and knowledge in bankruptcy and creditors'
rights.  It is currently counsel to the Official Committee of
Equity Security Holders in the bankruptcy cases of Adelphia
Communications Corp., as well as of the  Official Committee of
Unsecured Creditors in the 360networks (USA) Inc. case.

Peter D. Morgenstern, Esq., a member of Morgenstern Jacobs &
Blue, LLC, in New York, discloses that the Firm's professionals
bill:

               Professional           Hourly Rate
               ------------           -----------
               Partners & Counsel     $440 - $660
               Associates             $320 - $380
               Paralegals             $100 - $165

Mr. Morgenstern assures the Court that the Firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code, in that it does not hold or represent any
interest adverse to the Debtors' estates, the Committee, or the
unsecured creditors the Committee represents.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CARRINGTON MORTGAGE: Moody's Rates Class M-10 Certificates at Ba1
-----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Carrington Mortgage Loan Trust, Series
2006-OPT1, Asset-Backed Pass-Through Certificates, and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The securitization is backed by Option One Mortgage Corporation
originated adjustable-rate and fixed-rate subprime mortgage loans
acquired by Carrington Securities, LP.  The ratings are based
primarily on the credit quality of the loans, and on the
protection from subordination, excess spread, and
overcollateralization.  Moody's expects collateral losses to range
from 5.25% to 5.75%.

Option One Mortgage Corporation will service the loans.  Moody's
has assigned Option One Mortgage Corporation its top servicer
quality rating as a primary servicer of subprime loans.

The complete rating actions are:

         Carrington Mortgage Loan Trust, Series 2006-OPT1
              Asset-Backed Pass-Through Certificates

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

The Class M-10 certificates have been sold in a privately
negotiated transaction without registration under the Securities
Act of 1933 under circumstances reasonably designed to preclude a
distribution thereof in violation of the Act.  The issuance has
been designed to permit resale under rule 144A.


CATHOLIC CHURCH: Portland Court Requires Claims to Be Estimated
---------------------------------------------------------------
The Honorable Elizabeth L. Perris of the U.S. Bankruptcy Court for
the District of Oregon ruled at a hearing on April 17, 2006, that
she will not confirm a plan of reorganization until she is
satisfied with the estimate of the costs to settle sex abuse
claims against the Archdiocese of Portland in Oregon, William
McCall, Associated Press business writer, reports.

Judge Perris said Portland must prove it can pay those claims.

Judge Perris also lifted the automatic stay to allow nearly 130
sex abuse claims to proceed to trial.

The Bankruptcy Court had given Portland and alleged sex-abused
claimants time to agree to a settlement.  Both have drafted
settlement plans but have been unable to meet at a common ground.
April 17 was the deadline for deciding whether to go to court,
Mr. McCall says.

Erin Olson, Esq., counsel for several alleged victims, said 88
victims will bring their cases to federal courts and nearly 40
will go to state courts.

Judge Perris hopes that the trials will help speed a possible
settlement, Mr. McCall notes.  The Court said the individual cases
could be settled at any time.

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: Portland Wants Construction Contracts Approved
---------------------------------------------------------------
The Archdiocese of Portland in Oregon and St. Mary Magdalene
Church ask the U.S. Bankruptcy Court for the District of Oregon to
approve certain construction contracts to remodel the Parish's
playground fields.

Thomas W. Stilley, Esq., at Sussman Shank LLP, in Portland,
Oregon, tells the Court that the construction, named as the
Madeleine Field of Dreams project, will cost $585,000.  The
Project will be paid with:

   -- the funds already raised by and held by the Parish;
   -- funds to be raised in the future;
   -- in-kind donations already pledged; and
   -- in-kind donations yet to be pledged or received.

Mr. Stilley relates that the Madeleine Field of Dreams is a
project within the St. Mary Magdalene Parish Master Site Plan
approved in 2003.  The Project includes renovating a blacktop
area into a multi-purpose play area for the Parish and to share
with the neighborhood.  At its full build-out, the Project will
include:

     (i) a synthetic turf, multi-sport field;
    (ii) a covered play area for all-weather recreation; and
   (iii) a smaller, still-to-be-defined play space.

As a result of donated services, the site has been surveyed and
drawings completed, Mr. Stilley further relates.  Grading,
drainage, construction, and retaining wall plans have all been
addressed.  The City of Portland has approved the plans for the
project and issued permits.  The approved plans now give the
Parish an opportunity to bid the project for firm cost estimates.

Mr. Stilley informs the Court that the Parish has already raised
cash and pledges totaling $175,000 and received $220,000 in
pledges for in-kind services.  But the Parish still needs to
raise $200,000 to cover the estimated cost to build the entire
project as presented to the Parish in June 2005.

If all funding is secured, the entire project will be built in
one phase, Mr. Stilley says.  If not, the Parish plans at least
to complete the majority of the improvements, including:

   * demolition of the blacktop;
   * grading;
   * installation of utilities, retaining walls, fencing; and
   * construction of the synthetic turf, multi-sport field.

As other funding is secured, the covered play area and remaining
improvements will be added.  In the interim, the Parish and
surrounding neighborhood would enjoy a much-improved play area
that is fully functional.

Absent Portland's entry into the construction contracts, the
funds received for the Project would have to be returned to the
donors, Mr. Stilley says.  However, if the additional funds are
raised, in-kind donations are performed, and the Project is
built, the value of the property will increase.

Mr. Stilley reminds Judge Perris that the situation is much like
the new construction for St. Mary, Our Lady of the Dunes Parish
Church in Florence, which the Court had approved.

"[A]llowing this project to proceed will benefit everyone
involved, including the [Archdiocese], the Parish, the
parishioners, students, and members of the surrounding community,
and will have at worst a neutral, if not beneficial effect on the
[Archdiocese's] estate," Mr. Stilley points out

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)


CHASE MORTGAGE: S&P Holds Low-B Ratings on 30 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of mortgage pass-through certificates from three
transactions issued by Chase Mortgage Finance Trust.  At the
same time, ratings are affirmed on 316 classes from 22
transactions also issued by issued by Chase Mortgage Finance
Trust.

The raised ratings reflect adequate actual and projected credit
support percentages, as well as low delinquencies and minimal
realized losses.  The upgraded classes in the transactions that
are backed by 15-year mortgage loans (series 2002-S8 and 2003-S1)
have at least 1.36x the original loss coverage levels associated
with the higher ratings.  The upgraded classes in the transactions
that are backed by 30-year mortgage loans (series 2002-S4 and
2002-S6) have at least 2.02x the original loss coverage levels
associated with the higher ratings.  The appreciated credit
support percentages resulted from the shifting interest
structures, and the appreciation was accelerated by significant
principal prepayments on the underlying collateral.  Furthermore,
the upgraded transactions have less than 28% of their original
pool balances outstanding.  As of the March 2006 remittance
period, total delinquencies ranged from 1.28% to 1.82% of the
current pool balances.

The affirmed ratings reflect actual and projected credit support
percentages that are sufficient to maintain the current ratings.
Total delinquencies ranged from 0.00% to 1.92% of the current pool
balances.  Cumulative realized losses ranged from 0.00% to 0.01%
of the original pool balances.

Credit support for these transactions is provided by
subordination.  The underlying collateral consists primarily of
conventional, fully amortizing, 15- and 30-year, fixed-rate
mortgage loans, which are secured by first liens on one- to four-
family residential properties.

Ratings raised:

Chase Mortgage Finance Trust
Mortgage pass-through certificates

                             Rating

                  Series    Class   To      From
                  ------    -----   --      ----
                  2002-S4   B-2     AAA     AA+
                  2002-S8   B-1     AAA     AA+
                  2002-S8   B-2     AA      A+
                  2003-S1   M       AAA     AA+
                  2003-S1   B-1     AA      A+
                  2003-S1   B-2     BBB+    BBB

Ratings affirmed:

Chase Mortgage Finance Trust
Mortgage pass-thru certificates

   Series    Class                                     Rating
   ------    -----                                     ------
   2002-S4   A-23, A-P, M, B-1                            AAA
   2002-S6   IA-4, IIA-1, A-X, A-P, M, B-1, B-2           AAA
   2002-S8   IA-1, IA-P, IA-X, IIA-1, IIA-P, IIA-X, M     AAA
   2003-S1   IA-1, IA-P, IA-X, IIA-1, IIA-P, IIA-X        AAA
   2003-S2   A-1, A-2, A-3, A-4, A-X, A-P                 AAA
   2003-S2   M                                            AA
   2003-S2   B-1                                          A
   2003-S2   B-2                                          BBB
   2003-S2   B-3                                          BB
   2003-S2   B-4                                          B
   2003-S3   A-1, A-2, A-3, A-4, A-5, A-8, A-9, A-10      AAA
   2003-S3   A-X, A-P, M                                  AAA
   2003-S3   B-1                                          AA
   2003-S3   B-2                                          A
   2003-S4   IA-1, IA-2, IA-3, IA-4, IA-5, IA-6, IA-8     AAA
   2003-S4   IA-9, IA-10, IA-11, IA-12, IA-13, IA-P       AAA
   2003-S4   IA-X, IIA-1, IIA-2, IIA-3, IIA-P, IIA-X      AAA
   2003-S4   M                                            AA
   2003-S4   B-1                                          A
   2003-S4   B-2                                          BBB
   2003-S4   B-3                                          BB
   2003-S4   B-4                                          B
   2003-S5   A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-8       AAA
   2003-S5   A-9, A-X, A-P                                AAA
   2003-S5   B-1                                          AA-
   2003-S5   B-2                                          BBB
   2003-S5   B-3                                          BB
   2003-S5   B-4                                          B+
   2003-S6   A-1, A-2, A-3, A-X, A-P                      AAA
   2003-S6   M                                            AA
   2003-S6   B-1                                          A
   2003-S6   B-2                                          BBB
   2003-S6   B-3                                          BB
   2003-S6   B-4                                          B
   2003-S7   A-1, A-2, A-3, A-4, A-X, A-P                 AAA
   2003-S7   M                                            AA
   2003-S7   B-1                                          A
   2003-S7   B-2                                          BBB
   2003-S7   B-3                                          BB
   2003-S7   B-4                                          B
   2003-S8   A-1, A-2, A-3, A-X, A-P                      AAA
   2003-S8   M                                            AA
   2003-S8   B-1                                          A
   2003-S8   B-2                                          BBB
   2003-S8   B-3                                          BB
   2003-S8   B-4                                          B
   2003-S9   A-1, A-X, A-P                                AAA
   2003-S9   M                                            AA
   2003-S9   B-1                                          A
   2003-S9   B-2                                          BBB
   2003-S9   B-3                                          BB
   2003-S9   B-4                                          B
   2003-S10  A-1, A-2, A-3, A-X, A-P                      AAA
   2003-S10  M                                            AA
   2003-S10  B-1                                          A
   2003-S10  B-2                                          BBB
   2003-S10  B-3                                          BB
   2003-S10  B-4                                          B
   2003-S11  IA-1, IIA-1, IIA-2, IIA-3, IIA-4, IIA-5      AAA
   2003-S11  IIA-6, IIA-7, IIA-8 IIA-9, IIA-10, IIIA-1    AAA
   2003-S11  A-P, A-X                                     AAA
   2003-S11  M                                            AA
   2003-S11  B-1                                          A
   2003-S11  B-2                                          BBB
   2003-S11  B-3                                          BB
   2003-S11  B-4                                          B
   2003-S12  IA-1, IA-2, IA-3, IA-P, IIA-1, IIA-P, A-X    AAA
   2003-S12  M                                            AA
   2003-S12  B-1                                          A
   2003-S12  B-2                                          BBB
   2003-S12  B-3                                          BB
   2003-S12  B-4                                          B
   2003-S13  A-1, A-2, A-3, A-5, A-6, A-7, A-8, A-9       AAA
   2003-S13  A-10, A-11, A-12, A-13, A-14, A-15, A-16     AAA
   2003-S13  A-17, A-18, A-X                              AAA
   2003-S13  M                                            AA
   2003-S13  B-1                                          A
   2003-S13  B-2                                          BBB
   2003-S13  B-3                                          BB
   2003-S13  B-4                                          B
   2003-S14  IA-1, IA-2, IA-3, IA-4, IA-5, IIA-1, IIA-2   AAA
   2003-S14  IIA-3, IIA-4, IIA-5, IIA-6, IIA-7, IIA-8     AAA
   2003-S14  IIA-9, IIA-10, IIIA-1, IIIA-2, IIIA-3        AAA
   2003-S14  III-A4, IIIA-5, IIIA-6, IIIA-7, IIIA-8       AAA
   2003-S14  III-A9, IIIA-10, AP, AX                      AAA
   2003-S14  M                                            AA
   2003-S14  B-1                                          A
   2003-S14  B-2                                          BBB
   2003-S14  B-3                                          BB
   2003-S14  B-4                                          B
   2003-S15  IA-1, IA-2, IA-3, IA-4, IA-X, IIA-1, IIA-2   AAA
   2003-S15  IIA-3, IIA-4, IIA-5, IIA-6, IIA-7, IIA-8     AAA
   2003-S15  IIA-9, IIA-10, IIA-11, IIA-12, IIA-13        AAA
   2003-S15  II-A14, IIA-15, IIA-16, IIA-17, IIA-18       AAA
   2003-S15  II-AX, A-P                                   AAA
   2003-S15  M                                            AA
   2003-S15  B-1                                          A-
   2003-S15  B-2                                          BBB-
   2003-S15  B-3                                          BB
   2003-S15  B-4                                          B
   2004-S1   A-1, A-2, A-3, A-4, A-5, A-6, A-7, A-P       AAA
   2004-S1   M                                            AA
   2004-S1   B-1                                          A
   2004-S1   B-2                                          BBB
   2004-S1   B-3                                          BB
   2004-S1   B-4                                          B
   2004-S2   IA-1, IA-2, IA-3, IA-4, IA-5, IIA-1, IIA-2   AAA
   2004-S2   IIA-3, IIA-4, IIA-5, IIA-6, IIA-7, IIA-8     AAA
   2004-S2   IIA-9, A-P, A-X                              AAA
   2004-S2   M                                            AA
   2004-S2   B-3                                          BB
   2004-S2   B-4                                          B
   2005-A1   1-A-1, 1-A2, 2-A1, 2-A2, 2-A3, 2-A4, 2-A5    AAA
   2005-A1   3A-1, 3-A2, 3-A3, 3-A4, A-R                  AAA
   2005-A2   1-A1, 1-A2, 1-A3, 1-A4, 1-A5, 1-A6, 1-AX     AAA
   2005-A2   2-A1, 2-A2, 2-A3, 2-A4, 2-AX, 3-A1, 3-A2     AAA
   2005-A2   3-A3, 3-A4, 3-A5, 3-A6, 3-AX,                AAA


CHEMTURA: Selling $500M Notes to Redeem Sr. Notes & Pay Off Loans
-----------------------------------------------------------------
Chemtura Corporation is offering $500 million aggregate principal
amount of its 6.875% notes due 2016.  The Company is selling the
Notes at 99.452% of face amount, increasing the yield to maturity
to 6.950%.

The Company expects to get $497,261,971, before deducting around
$4 million of underwriters' discounts and commissions and around
$500,000 of other fees and expenses. The Company will use the net
proceeds to redeem all of its outstanding $164.8 million aggregate
principal amount of Senior Floating Rate Notes (plus premiums and
fees) and to pay off its (but not commitments) loans under its
revolving credit facility.

Assuming a redemption date of May 25, 2006, the Company would be
required to pay around $180.3 million to redeem all of its
outstanding Senior Floating Rate Notes.

The underwriters are:

   Underwriters                              Amount of Notes
   ------------                              ---------------
   Credit Suisse Securities (USA) LLC           $267,500,000
   Citigroup Global Markets Inc.                 $70,000,000
   ABN AMRO Incorporated                         $32,500,000
   Banc of America Securities LLC                $32,500,000
   Greenwich Capital Markets, Inc.               $32,500,000
   Morgan Stanley & Co. Incorporated             $32,500,000
   Wachovia Capital Markets, LLC                 $32,500,000

Wells Fargo Bank, N.A., is the trustee, registrar and paying
agent.

                       Terms of the Notes

Interest on the notes is payable on June 1 and December 1 of
each year, beginning on December 1, 2006.  The notes mature on
June 1, 2016.

Certain of its existing and future wholly owned domestic
subsidiaries would guarantee the Company's obligations under the
notes.

The notes will be the Company's general unsecured, unsubordinated
obligations and will rank pari passu with its existing and future
unsubordinated debt.  The notes will be subordinated to any
secured debt and will be structurally subordinated to all future
and existing obligations of the Company's subsidiaries that do not
guarantee the notes.  Not all of the Company's subsidiaries will
be guarantors of the notes.  Non-guarantor subsidiaries have no
obligations to pay noteholders.  As a result, the notes are
effectively junior in right of payment to non-guarantor
subsidiaries' obligations.  Holders of notes will have no recourse
against non-guarantor subsidiaries.

At December 31, 2005, the Company has $4.986 billion in total
assets and $1.369 billion in total debts.  At December 31, 2005,
the Company's non-guarantor subsidiaries owed third parties around
$238 million.

A full-text copy of the Free Writing Prospectus is available for
free at http://ResearchArchives.com/t/s?827

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?829

Chemtura Corporation -- http://www.chemtura.com/-- is a global
manufacturer and marketer of specialty chemicals, crop protection
and pool, spa and home care products.  Headquartered in
Middlebury, Connecticut, the company has approximately 7,300
employees around the world.

                         *     *     *

As reported in the Troubled Company Reporter on Mar 17, 2006,
Standard & Poor's Ratings Services revised its outlook on
Middlebury, Connecticut-based Chemtura Corp. to positive from
stable and affirmed the existing 'BB+' ratings.

As reported in the Troubled Company Reporter on Sept. 26, 2005,
Moody's Investors Service affirmed Ba1 ratings on all of Chemtura
Corporation's outstanding $1.27 billion of senior unsecured debt
obligations, and changed the outlook on the company's ratings to
negative from stable.


COLLINS & AIKMAN: Amends Terms of TR Associates Lease
-----------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates determined
that they were paying commercially unreasonable terms under a
lease between TR Associates, LLC and Dura Convertible Systems,
Inc., dated as of Aug. 1, 1984.  The Lease was for real property
at 2011 West Beecher Street, in Adrian, Michigan.

After exploring alternatives, the Debtors decided to continue to
use and occupy the property provided they were able to negotiate
reasonable Lease terms with TR Associates.

Thus, the Debtors engaged in a series of arm's-length and good
faith negotiations with TR Associates to determine if the Lease
could be amended.  Based on these negotiations, the parties were
able to arrive at a commercially reasonable amendment to the
Lease.

The material terms of the Amendment are:

   (1) The lease term is extended by 17 months up to December 31,
       2010;

   (2) Monthly rent is reduced to $6,958 from April 1, 2006
       through January 31, 2007, and $8,208 from February 1,
       2007, through December 31, 2010; and

   (3) If Dura rejects the Lease, the effective date of the
       rejection will be no less than six months after the date
       of notification of the rejection.  If Dura vacates the
       Property before the six-month notice, the Debtors will be
       required to continue to pay rent under the Lease up
       through the effective date of the rejection and the rents
       will be accorded administrative expense status under
       Section 503(b)(1)(A) of the Bankruptcy Code.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Eastern District of Michigan for authority to enter into the
Amendment.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, points out that by entering into the Amendment, the
Debtors will be able to:

   (a) retain the continued use of the Property under
       significantly reduced rent obligations;

   (b) avoid premature assumption or rejection of the Lease; and

   (c) retain the option to reject the Lease in the future if
       doing so later proves to be beneficial to them.

"Without the Amendment, the Debtors would be forced to continue
to lease the Property under the existing uneconomical rates or
would be compelled to pursue less advantageous proposals from
other lessors," Mr. Schrock says.

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)


COMVERSE TECH: Delayed 10-K Filing Prompts Nasdaq Delisting Notice
------------------------------------------------------------------
Comverse Technology, Inc. (NASDAQ: CMVT) received, on April 17,
2006, a Staff Determination letter from The NASDAQ Stock Market
indicating that the Company's securities will be delisted from The
NASDAQ Stock Market due to the delay in filing its Form 10-K for
the year ended Jan. 31, 2006.

The Company will request a hearing before the NASDAQ Panel to
review the Staff Determination.  There can be no assurance that
the NASDAQ Panel will grant the Company's request for continued
listing.  Under NASDAQ Marketplace Rules, a hearing request will
stay the delisting action pending the decision of the NASDAQ
Panel.

                         About Comverse

Comverse, a unit of Comverse Technology, Inc. (NASDAQ: CMVT) --
http://www.comverse.com/-- is the provides of software and
systems enabling network-based multimedia enhanced communication
and billing services.  Over 450 communication and content service
providers in more than 120 countries use Comverse products to
generate revenues, strengthen customer loyalty and improve
operational efficiency.

                            *   *   *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services placed its corporate credit and
senior unsecured debt ratings on Comverse Technology Inc. on
CreditWatch with negative implications.  The company has S&P's
'BB-' corporate credit and senior unsecured debt ratings.


CONMED CORP: Foreign Units Get Access to $100-Mil. Revolving Loan
-----------------------------------------------------------------
Conmed Corporation's foreign subsidiaries can now borrow under the
Company's credit facility, to as much as $89 million.  The Company
amended and restated its Credit Agreement with JP Morgan Chase
Bank, N.A., as administrative agent, and 37 financial institutions
to allow loan access to its foreign units.

The $235-million Credit Facility is comprised of:

   -- a $100 million revolving credit facility; and
   -- a $135 million term loan.

The Company currently owes its lenders $135 million under the term
loan and $11 million under the revolving credit facility, leaving
the foreign units with up to $89 million to borrow.  The Amended
Credit Agreement for the revolving credit loans now expire on
April 13, 2011; for the term loan on April 12, 2013.  Loans under
the prior Agreement was supposed to expire in December 2009.

The Amended Credit Agreement did not indicate the specific foreign
subsidiaries allowed to borrow.  It limits, however, the number of
foreign units allowed to borrow at any one time to three.

The Company's borrowings under the Credit Agreement will bear
interest at variable rates.  The loans are secured by assets and
rights of the Company and certain of its subsidiaries and are
subject to customary covenants.

A full-text copy of the Amended and Restated Agreement is
available for free at http://ResearchArchives.com/t/s?82b

Conmed Corp. -- http://www.conmed.com/-- is a medical technology
company with an emphasis on surgical devices and equipment for
minimally invasive procedures and monitoring.  The Company's
products serve the clinical areas of arthroscopy, powered surgical
instruments, electrosurgery, cardiac monitoring disposables,
endosurgery and endoscopic technologies.  They are used by
surgeons and physicians in a variety of specialties including
orthopedics, general surgery, gynecology, neurosurgery, and
gastroenterology.  Headquartered in Utica, New York, the Company's
2,800 employees distribute its products worldwide from eleven
manufacturing locations.

                         *     *     *

As reported in the Troubled Company Reporter on March 28, 2006,
Moody's Investors Service placed a Ba2 rating on ConMed
Corporation's $250 million senior secured credit facility.
Moody's also affirmed the Ba3 Corporate Family Rating and the B2
rating on ConMed's $150 million senior subordinated convertible
notes.  Moody's changed the rating outlook to negative from
stable.

Standard & Poor's Ratings Services also put a BB- rating on ConMed
Corp.'s $250 million secured credit facility, consisting of:

   * a $150 million seven-year term loan; and
   * a $100 million five-year revolving credit facility.

At the same time, Standard & Poor's affirmed the existing 'BB-'
corporate credit rating on the company.  S&P said the outlook is
stable.


COVAD COMMS: Can Borrow Up to $50 Million from Silicon Valley
-------------------------------------------------------------
Covad Communications Group, Inc., and its wholly owned subsidiary,
Covad Communications Company, obtained access to a $50 million
revolving facility to be provided by Silicon Valley Bank under an
April 13, 2006, Loan and Security Agreement.

The Loan matures on April 13, 2008.  The Loan incurs interest at a
rate equal to SVB's prime rate or LIBOR plus specified margins,
whichever Covad chooses.  The Loan is secured by substantially all
of the borrowers' real and personal property other than
intellectual property.

Under the Loan Agreement, the Borrowers and their subsidiaries
cannot easily transfer all or any part of their businesses or
properties, merge, or acquire all or substantially all of the
capital stock or property of another company nor engage in new
business.  The Loan Agreement limits them.  The Loan Agreement
also limits their ability to:

   -- borrow more funds or put liens on any of their properties;
   -- pay dividends on their capital stock;
   -- invest in other companies;
   -- pay any subordinated debt; or
   -- incur capital expenses, on a consolidated basis, in excess
      of $25 million in 2006, and $30 million in 2007, subject to
      certain exceptions.

In addition, the Loan Agreement requires borrowers to maintain
specified liquidity ratios and tangible net worth levels.

A full-text copy of the Loan and Security Agreement is available
for free at http://ResearchArchives.com/t/s?81e

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

                     Liabilities Exceed Assets

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

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


CREDIT SUISSE: Moody's Holds Low-B Ratings on Eight Cert. Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 24 classes of Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-C3:

   * Class A-1, $63,258,638, Fixed, affirmed at Aaa
   * Class A-2, $214,000,000, Fixed, affirmed at Aaa
   * Class A-3, $212,000,000, Fixed, affirmed at Aaa
   * Class A-4, $55,000,000, Fixed, affirmed at Aaa
   * Class A-5, $862,414,000, Fixed, affirmed at Aaa
   * Class A-X, Notional, affirmed at Aaa
   * Class A-SP, Notional, affirmed at Aaa
   * Class A-Y, Notional, affirmed at Aaa
   * Class B, $47,432,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $19,405,000, Fixed, upgraded to Aa2 from Aa3
   * Class D, $38,808,000, Fixed, upgraded to A1 from A2
   * Class E, $19,405,000, Fixed, affirmed at A3
   * Class F, $19,404,000, WAC Cap, affirmed at Baa1
   * Class G, $12,936,000, WAC Cap, affirmed at Baa2
   * Class H, $19,404,000, WAC Cap, affirmed at Baa3
   * Class J, $19,405,000, WAC Cap, affirmed at Ba1
   * Class K, $12,936,000, WAC Cap, affirmed at Ba2
   * Class L, $6,468,000, WAC Cap, affirmed at Ba3
   * Class M, $10,780,000, WAC Cap, affirmed at B1
   * Class N, $2,156,000, WAC Cap, affirmed at B2
   * Class O, $4,312,000, WAC Cap, affirmed at B3
   * Class 622-A, $2,508,747, Fixed. affirmed at A3
   * Class 622-B, $5,950,107, Fixed, affirmed at Baa1
   * Class 622-C, $5,949,117, Fixed, affirmed at Baa2
   * Class 622-D, $5,950,107, Fixed, affirmed at Baa3
   * Class 622-E, $17,658,256, Fixed, affirmed at Ba1
   * Class 622-F, $1,585,045, Fixed, affirmed at Ba2

As of the April 17, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 3.6% to
$1.70 billion from $1.76 billion at securitization.  The
Certificates are collateralized by 247 loans, ranging in size from
less than 1.0% to 12.1% of the pool, with the top ten loans
representing 42.0% of the pool.  The pool includes five shadow
rated investment grade loans, which represent 30.4% of the pool.
Seven loans, representing 4.8% of the pool, have defeased and are
collateralized by U.S. Government securities.

Two loans have been liquidated from the pool resulting in an
aggregate realized loss of approximately $59,000.  One loan,
representing less than 1.0% of the pool, is in special servicing.
Moody's is not projecting a loss from this specially serviced loan
at this time.  Twenty-four loans, representing 10.8% of the pool,
are on the master servicer's watchlist.

Moody's was provided with year-end 2004 and partial or full year
2005 operating results for 99.0% and 96.0% of the performing
loans, respectively.  Moody's weighted average loan to value ratio
for the conduit component is 88.1%, compared to 88.7% at
securitization.  The upgrade of Classes B, C and D is due to
stable overall pool performance and increased credit support.

The largest shadow rated loan is the 622 Third Avenue Loan, which
represents the senior component of a $282.2 million mortgage loan.
The loan is secured by a 1.0 million square foot Class A office
building located in midtown Manhattan.  The property is 98.9%
leased, essentially the same as at securitization.  The largest
tenants are Interpublic Group of Companies, Canadian Imperial Bank
of Commerce and TMP Worldwide.  The loan sponsor is Cohen Brothers
Realty Corporation, a major owner of commercial real estate in New
York City.  The non-pooled junior component of the loan is held
within the trust and serves as security for non-pooled Classes
622-A, 622-B, 622-C, 622-D. 622-E and 622-F.  The property is also
encumbered by a $41.6 million B Note that is held outside the
trust.  Moody's current shadow rating of the senior loan component
is A3, the same as at securitization.

The second largest shadow rated loan is the Washington Center
Loan, which represents the A Note of a $210.0 million mortgage
loan.  The loan is secured by a mixed-use office/hotel property
located in Washington, D.C.  The property consists of a 356,000
square foot Class A office building and an 888-room Grand Hyatt
hotel.  The office component is 98.4% occupied, compared to 100.0%
at securitization.  The largest tenants are Keller & Heckman,
Banner & Witcoff and Computer Sciences Corp.  The property's
performance has improved since securitization, largely due to a
significant improvement of the hotel component.  RevPAR for
calendar year 2005 was $161.90, compared to $121.90 at
securitization.  The property is also encumbered by a $35.7
million mezzanine loan.  Moody's current shadow rating of the A
note is Aa3, compared to A1 at securitization.

The third largest shadow rated loan is the Columbiana Center Loan,
which is secured by an 826,000 square foot regional mall located
in Columbia, South Carolina.  The center is anchored by Belk,
Dillard's, Sears and Parisian.  The overall occupancy is 98.0%,
essentially the same as at securitization.  The loan sponsor is
GGP/Homart, Inc.  Moody's current shadow rating is A2, compared to
A3 at securitization.

The fourth largest shadow rated loan is the Crossings Loan, which
is secured by a 400,000 square foot factory outlet center located
in the Pocono Mountains in Tannersville, Pennsylvania.  The
property is 100.0% occupied, the same as at securitization, with
no tenant occupying more than 5.0% of the gross leaseable area.
Performance has improved since securitization due to higher rental
income and stable expenses.  Moody's current shadow rating is A3,
compared to Baa2 at securitization.

The fifth largest shadow rated loan is the Great Lakes Crossing
Loan, which represents a pari passu interest of the senior
component of a $141.1 million mortgage loan.  The loan is secured
by a 1.4 million square foot value oriented super-regional mall
located in Auburn Hills, Michigan, approximately 30 miles north of
Detroit.  Major tenants include a 25-screen movie theater, Bass
Pro Shops Outdoor World, Burlington Coat Factory, Sportsmart and
Bed, Bath & Beyond.  The center is 88.2% occupied, compared to
91.1% at securitization.  The property's financial performance has
declined since securitization due to lower net operating income,
however, this decline has been largely offset by amortization.
The loan sponsor is Taubman Centers Inc.  Moody's current shadow
rating is Baa3, the same as at securitization.

The top three conduit exposures represent 8.1% of the pool.  The
largest conduit exposure is the One Penn Center Loan, which is
secured by a 682,000 square foot office building located in
downtown Philadelphia, Pennsylvania.  The property is 89.7%
occupied, compared to 93.0% at securitization.  Moody's LTV is
89.4%, compared to 90.1% at securitization.

The second largest conduit exposure is the Alliance CH Portfolio,
which is secured by nine multifamily properties totaling 1,527
units.  All of the properties are located in Texas.  The overall
occupancy of the portfolio is 91.4%, compared to 94.1% at
securitization.  The loan is on the master servicer's watchlist
due to low debt service coverage.  The portfolio's performance has
been impacted by a decline in occupancy, rental concessions and
increased expenses.  Moody's LTV is in excess of 100.0%, compared
to 94.1% at securitization.

The third largest conduit exposure is the Parson Educational
Headquarters Loan, which is secured by an 887,000 square foot
industrial property located in Cranbury, New Jersey.  The property
is 100.0% leased to Pearson Education Inc., under a lease expiring
in August 2022.  Moody's LTV is 72.7%, essentially the same as at
securitization.

The pool's collateral is a mix of multifamily, office, retail,
industrial and self storage, lodging and U.S. Government
securities.  The properties are located in 36 states plus
Washington, D.C. The highest state concentrations are New York,
Texas, Pennsylvania, Washington, D.C., and California.  All of the
loans are fixed rate.


DANA CORP: Court Gives Final Approval to Maintain Bank Accounts
---------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York permitted Dana Corporation and
its debtor-affiliates on a final basis, to open and close bank
accounts.

As reported in the Troubled Company Reporter on Mar. 10, 2006,
Judge Lifland allowed the Banks to charge, and the Debtors to pay
or honor, prepetition and postpetition service and other fees,
costs, charges and expenses to which the Banks may be entitled
under the terms of their contractual arrangements with the
Debtors.  The Banks also were authorized to charge back returned
items to the Bank Accounts in the normal course of business.

The United States Trustee generally requires a debtor-in-
possession to close all prepetition bank accounts and open new
debtor-in-possession bank accounts.  In addition, the United
States Trustee may require a debtor-in-possession to maintain
separate accounts for cash collateral and taxes.

Dana Corporation and its debtor-affiliates have utilized
approximately 100 Bank Accounts on a regular basis, and want to.
continue using those Bank Accounts to facilitate a smooth
reorganization.  To protect against the possible inadvertent
payment of prepetition claims, the Debtors said they will
immediately advise their Banks not to honor checks issued prior to
the Petition Date, except as otherwise directed.

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.  The Official Committee of Unsecured
Creditors has sought the retention of Kramer Levin Naftalis &
Frankel LLP, as its counsel.  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: Rejects Eight Nonresidential Real Property Leases
------------------------------------------------------------
Dana Corporation and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to reject eight unexpired nonresidential real property
leases and related subleases, effective March 31, 2006.

As reported in the Troubled Company Reporter on Mar. 23, 2006,
Corinne Ball, Esq., at Jones Day, in New York, told the Court
that the eight leased properties relate to locations where the
Debtors no longer conduct business and that are not part of the
Debtors' future business plans:

                                                    Monthly Rent/
      Property                    Lessor            Term of Lease
      --------                    ------            -------------
  Office/Warehouse and       Danacq Nashville LLC      $203,702/
  Distribution Facility                                10/26/21
  Antioch, Tennessee.

  123,490 square foot        Greate Pier B.V.          $26,075/
  facility                                             08/31/06
  Fredericksburg,
  Virginia

  50,000 square foot         Kelly C. Petillo &        $15,492/
  building                   Leora Fay Petillo         05/0808
  Atkins, Virginia.

  General Office located     2319 Hamden               $13,729/
  at One Hamden Center,      Center I, L.L.C.          5/31/07
  Hamden, CT 06518.

  12,700 square foot         U.S. Lodging of           $13,467/
  facility                   Indianapolis L.P.         02/20/09
  Grant County,
  Indiana

  25,000 square foot         U.S. Properties Corp.     $6,800/
  facility                                             10/28/06
  Anniston, Alabama.

  Office and Warehouse       J.A. Morrin Realty        $2,915/
  Space                                                08/31/06
  Holland, Ohio.

  Trucking Facility          Steven G. Hall            $6,856/
  Columbia, Tenn.                                      04/30/07

The continued payment of rent under the Leases is economically
burdensome and would constitute an unnecessary drain on the
assets of the Debtors' estates, Ms. Ball said.  The base rent
under the Leases aggregates more than $300,000 per month.

Although the Debtors have been able to enter into subleases for
certain of the Leased Properties, the revenue generated by each
Sublease is insufficient to satisfy the Debtors' obligations
under the related Lease, Ms. Ball added.  Accordingly, the Debtors
propose to reject the Subleases concurrent with the Leases.

                      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.  The Official Committee of Unsecured
Creditors has sought the retention of Kramer Levin Naftalis &
Frankel LLP, as its counsel.  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: Utilities Argue Two-Week Cash Deposit Is Inadequate
--------------------------------------------------------------
As reported in the Troubled Company Reporter on Mar. 24, 2006,
the U.S. Bankruptcy Court for the Southern District of New York
allowed Dana Corporation and its debtor-affiliates, on an interim
basis, to pay 215 utility companies in order to continue access to
their services.

However, various utilities complain, among others, that the
Debtors' adequate assurance procedures violate the express
provisions of Section 366 of the Bankruptcy Code and the two-week
cash deposit offered by the Debtors to a requesting utility is
inadequate.

The Utility Companies are:

   (1) American Electric Power, Virginia Electric and Power
       Company, doing business as Dominion Virginia Power;
       Dominion East Ohio; Duke Energy Corporation, doing
       business as Duke Power Company; Progress Energy Carolinas;
       Commonwealth Edison Company; PECO Energy Company; Exelon
       Energy Company; Union Electric Company, doing business as
       AmerenUE; Central Illinois Public Service Company doing
       business as AmerenCIPS; Pennsylvania Electric Company;
       Metropolitan Edison Company; and Toledo Edison Company;
       and

   (2) Carroll County Electric Department; Franklin Kentucky
       Electric Plant Board; City of Humboldt, Tennessee
       Utilities; Memphis Light, Gas and Water Division of the
       City of Memphis; City of Paris, Tennessee Board of Public
       Utilities; and Paris-Henry County Public Utility District
       -- Municipal Utilities;

   (3) Volunteer Energy Cooperative, Inc.; Decatur, Tennessee;
       and Upper Cumberland Electric Membership Corporation,
       Carthage, Tennessee;

   (5) Entergy Arkansas, Inc.; and

   (6) Electric Plant Board of Glasgow, Kentucky.

Section 366(b) of the Bankruptcy Code establishes a procedure
whereby a debtor is to provide a utility with adequate assurance
of payment, in the form of a deposit or other security within the
first 20 days of the bankruptcy proceeding.  If the debtor fails
to provide the utility with adequate assurance of payment that
the utility believes is satisfactory within the first 30 days of
the bankruptcy proceeding, Section 366(c)(2) expressly provides
that the utility is entitled to alter, refuse or discontinue
service to the debtor.

According to Jil Mazer-Marino, Esq., at Rosen Slome Marder LLP,
in Uniondale, New York, under the Adequate Assurance Procedures,
a utility that finds the Debtors' two-week deposit offer
insufficient must make a request for adequate assurance of
payment by April 2, 2006.  The Debtors then have the greater of
14 days from the receipt of an adequate assurance request from
the Utilities, or 30 days -- until April 2 -- to attempt to
resolve the utility's adequate assurance request.

In addition to seeking to avoid the time limitations established
by Section 366, the Debtors seek procedures designed to make the
adequate assurance of payment process more time-consuming and
burdensome.  Ms. Mazer-Marino asserts that information regarding
security deposits or other security, which the Utilities would be
required to disclose as part of an adequate assurance request, is
statutorily irrelevant pursuant to Section 366(c)(3)(B).

Under the Objecting Utilities' billing cycles, the Debtors could
receive over two months of unpaid service before their service
could be terminated for a postpetition payment default.

The American Power Parties demand two months deposits as adequate
assurance of payment for their services:

                               Prepetition      Deposit
     Utility      Accounts        Claim        Requested
     -------      --------     -----------     ---------
     AEP              22          $468,074    $1,079,589
     DVP               5           $25,196       $54,922
     DEO               1            $7,100       $14,157
     Duke              2               N/A      $166,785
     PEC               2           $27,418       $88,065
     Com. Ed.          4           $21,246       $98,125
     PECO              3          $155,000      $344,000
     Exelon            1          $173,966       250,000
     AmerenUE          5          $119,107      $330,856
     AmerenCIPS        4           $12,467       $60,331
     Penelec         N/A               N/A           N/A
     Met. Ed.        N/A               N/A           N/A
     Toledo Ed.      N/A               N/A           N/A

The Municipal Utilities and the Electric Cooperatives also assert
that providing them with deposits equal to less than 50% of the
Debtors' average monthly consumption is unjustified.

The Municipal Utilities' prepetition claim against the Debtors
and their average monthly invoices against the Debtors are:

                              Prepetition     Average
     Municipal Utility        Claim       Consumption
     -----------------      -----------   -----------
     Carroll                 $51,654         39,330
     Humboldt                200,305        116,218
     Franklin                 73,814         50,381
     City of Paris           185,000        232,107
     Paris-Henry              88,500         37,534
     Memphis Light               N/A            N/A

Nicholas W. Whittenburg, Esq., at Miller & Martin PLLC, in
Chattanooga, Tennessee, notes that if the Debtors are unable to
satisfy their operational and financial obligations postpetition
from cash flow, the Debtors' mere promise to pay the Municipal
Utilities for postpetition utility consumption provides no
assurance that they will be paid.

The Municipal Utilities insist that they should be free to
terminate utility services to the Debtors unless the Debtors
furnish adequate assurance satisfactory to the Utilities on or
before April 2, 2006.

Moreover, the Electric Cooperatives object to the Debtors'
proposal to provide them deposits totaling $15,291, given the
Debtors' over $35,638average monthly consumption.

Entergy demands a $245,000 cash deposit from the Debtors for
approximately $120,000 of electricity consumed by the Debtors
each month.

Given the serious and significant negative, financial
circumstances faced by the Debtors, EPB casts doubt as to
whether the Debtors are capable of paying EPB's projected
$200,000 monthly electric invoices.  As adequate assurance of
payment, EPB demands that Dana:

  (1) pay its $288,000 prepetition debt to EPB and make advance
      bimonthly payments of $100,000;

  (2) pay a $400,000 postpetition security deposit; or

  (3) pay a $150,000 postpetition security deposit plus enter
      into advance payment arrangement, including bimonthly
      advance payments of $100,000 with EPB; and allow EPB's
      $288,000 claim as a general unsecured claim.

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.  The Official Committee of Unsecured
Creditors has sought the retention of Kramer Levin Naftalis &
Frankel LLP, as its counsel.  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: Comair Union Wants to Return to Bargaining Table
-----------------------------------------------------------
With an overwhelming strike authorization vote in hand, and a
bankruptcy judge's decision pending, Delta Comair flight
attendants represented by Teamsters Local 513 called on the
airline to return to the bargaining table and negotiate a
good-faith settlement.

"Delta Comair put out false press statements this morning,
claiming that flight attendants were refusing to bargain," Local
513 president Connie Slayback said.  "The truth is, Comair
stonewalled in negotiations last week and rejected out of hand our
good faith offer to settle this dispute.  We are now asking for
assurances from Comair that if we do return to the table, the
airline will offer a fair settlement that includes job protection
for flight attendants."

A federal bankruptcy judge is expected to rule soon on the
airline's motion to reject the flight attendants' contract,
following hearings held in federal district court in Manhattan in
late March.  The Cincinnati-based Comair filed for bankruptcy
protection along with Delta last year and is seeking $8.9 million
in cuts from the flight attendants.

"Our union has offered proposals that meet Comair's financial
demands, but Comair refuses to grant essential job security
protections our members need," Ms. Slayback said.  "What's more,
flight attendants have already saved Comair millions of dollars by
deferring a pay increase.  Comair's proposed deal is a no-win deal
for flight attendants.  Now the airline wants massive concessions
that would still leave flight attendants in danger of losing our
jobs."

Ms. Slayback said that a job action remains possible if the judge
grants Comair's motion to abrogate the flight attendants'
contract.  The flight attendants have voted 93 percent in favor of
authorizing a job action.

"Our commitment helped keep this airline flying during tough
times," said Ms. Slayback.  "But if Comair continues to refuse to
bargain in good faith, the flying public should be aware that a
strike is possible and would disrupt operations at both Comair and
Delta. We hope Comair will see the light and initiate some real
movement at the bargaining table."

                    About Delta Air Lines

Based in Atlanta, Ga., 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: Pilots' Union Leadership Ratifies Tentative Agreement
----------------------------------------------------------------
The Delta Master Executive Council, the governing body of the
Delta pilots' union, voted to ratify the Bankruptcy Restructuring
Tentative Agreement, moving it to the pilot membership for a vote
in May 31, 2006.  The MEC spent three days deliberating and
receiving presentations from union experts, negotiators and legal
counsel.  Membership voting will take place from mid-May and
continue through the end of the month.

The agreement is the product of complicated financial negotiations
between Delta and its pilots and the end result is evidence of the
different goals pursued by each side over the course of
negotiations.

The Delta MEC believes this agreement provides Delta with the
relief it needs to successfully restructure, while providing the
Delta pilots with enhanced job security and the potential to share
in the company's future success as it emerges from bankruptcy.

MEC Chairman, Captain Lee Moak, stated in a letter to the Delta
pilots on Friday, April 21, 2006 that the goal of the Delta pilots
throughout the Chapter 11 process was to, "reach a consensual
agreement that will lead to our working for a profitable airline
with long-term viability that protects the major terms of our
contract and that provides strong returns for our sacrifices.  I
believe this agreement meets that goal."

The tentative agreement's terms and conditions provide the
necessary pilot savings through a combination of changes to pay,
benefits and work rules.

Because the company is reorganizing through the Chapter 11
process, the tentative agreement is subject to the U.S. Bankruptcy
Court's approval.  If ratified by the pilots and approved by the
Court, the agreement's terms and conditions will be effective
June 1, 2006 and become amendable on Dec. 31, 2009.

"We believe the structure and key elements of this agreement
provide the competitive framework necessary for the company's
successful reorganization," said Edward H. Bastian, Delta's
executive vice president, chief financial officer and head of the
company's in-court restructuring efforts.  The four-year deal
provides approximately $280 million in average annual pilot labor
cost savings.

The company's business plan had called for $325 million in annual
pilot labor savings.  "We agreed to reduce our proposal and make
improvements to the overall package recognizing the likelihood the
pilot pension plan would be terminated," said Mr. Bastian.

Barring any disruptions, the company is on track to achieve
approximately 70% of its business plan's benefits by the end of
this year, with the goal of successfully emerging from bankruptcy
in 2007.

                           About ALPA

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

                         About Delta Air

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


DIRECT INSITE: Balance Sheet Upside-Down by $3.73 Mil. at Dec. 31
-----------------------------------------------------------------
Direct Insite Corp. (OTC BB:DIRI.OB) disclosed its financial
results for the year ended December 31, 2005.  Revenue from
continuing operations increased by 17.4%, or $1,312,000, to
$8,870,000 compared to revenue from continuing operations of
$7,558,000 in 2004.

Recurring revenues, derived from the month-after-month
processing of invoices under contracts with durations of six
months to ten years, increased 44.3% to $5,844,000 for the year
ended December 31, 2005, compared to $4,049,000 for the year 2004.
Recurring revenues from other non-EIP&P services decreased in 2005
by $490,000 (92%) to  $41,000 compared to revenue from non-EIP&P
services of $531,000 in 2004.  Revenues from professional services
were $2,985,000 for the year ended December 31, 2005, compared to
revenue of $2,978,000 in 2004.  Fourth quarter 2005 revenues,
meanwhile, were $1,960,000 compared to revenue of $2,137,000 in
the fourth quarter of 2004, a decrease of 8%.

Direct Insite reduced its loss from continuing operations 38% to
$974,000 for the year ended December 31, 2005, from $1,571,000
incurred during the year ended December 31, 2004.

Direct Insite CEO and Chairman of the Board James A. Cannavino
said, "By focusing on the basics -- strong revenue growth and best
practice business operations -- we were able to achieve a grand
slam performance in 2005:  double digit growth in revenue, a
one-third reduction in operating loss, and a dramatic 44.3%
increase in recurring  revenues.  These results are additional
proof that Direct Insite continues to build on a strong foundation
of innovative products that meet the real needs of today's
customers."

In its financial results, Direct Insite also reports that in 2004
the Company had income from discontinued operations of $288,000
compared to a loss from discontinued operations of $17,000 in
2005.  This resulted in a net loss, after taxes, for the year
ended December 31, 2005, of $991,000, compared to a net loss,
after taxes, of $1,283,000 for the year ended December 31, 2004.

According to Mr. Cannavino, 2005 was a benchmark year for Direct
Insite in achieving true global coverage for customers.  "We
successfully implemented the global expansion of our flagship
Invoices on Line (IOL) Accounts Receivables (AR) offering, and
continued diversification of our product offerings.  Our Invoices
on Line service was deployed in Japan supporting the Japanese
character sets, language, and currency, making Direct Insite
unique in the industry in its ability to deliver an invoice
anywhere in the world -- the Americas, Europe, and Asia Pacific."

"Responding to customer needs, we extended our accounts receivable
offering so it delivers both a complementary accounts payable and
electronic payment service; we call these new services Invoices on
Line Accounts Payable and "e-Pay", respectively," said Mr.
Cannavino.  "With these portfolio additions, Direct Insite now
provides both "order-to-cash" and "purchase-to-pay" solutions that
address a wide range of customer needs.  These solutions have
received high marks from our customers.  In fact, our largest
customer is now a reseller of our IOL products and has begun to
bid IOL into business transformation outsourcing opportunities in
the finance and audit area sold across industry markets."

Headquartered in Bohemia, New York, Direct Insite Corp. --
http://www.directinsite.com/-- employs a staff of 59.  The
Company's IOL solution is deployed in North and South America,
Europe, Middle East, Africa and Asia-Pacific geographic areas.

As of December 31, 2005, the Company's equity deficit widened to
$3,734,000 from a $2,537,000 deficit at December 31, 2004.


DIVERSIFIED CORP: Selling Traveling Nurse Biz to MAGIC Healthcare
-----------------------------------------------------------------
Diversified Corporate Resources, Inc. (OTC Bulletin Board: HIRD)
signed an agreement to sell its traveling nurse business, known as
MAGIC Healthcare.  This sale is scheduled to close in May, and
comes from the Company's long-term strategic plan for
reorganization and recapitalization.

The Company has accepted a deposit, in the form of a loan to be
repaid if closing does not occur, of more than twenty percent of
the agreed sales price for an all-cash transaction in which the
Company will retain all receivables.  J. Michael Moore, Chairman
and CEO, said "This sale will complement the refocusing of our
business lines to those areas with which we are more experienced
and have a history of success."

Mr. Moore continued, "The proceeds from this transaction will be
redeployed to continue the expansion of our profitable lines of
business including our engineering placements to Department of
Defense oriented companies, and experienced personnel to
Pharmaceutical firms and Bio-Technological companies."

Diversified Corporate Resources, Inc. is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioMed and Finance and Accounting. The Company
currently operates a nationwide network of eight regional offices.

Diversified Corporate Resources, Inc., is a national employment
services and consulting firm, servicing Fortune 500 and larger
regional companies with permanent recruiting and staff
augmentation in the fields of Engineering, Information Technology,
Healthcare, BioMed and Finance and Accounting.  The Company
currently operates a nationwide network of eight regional offices.

As of December 31, 2005, the Company's equity deficit widened to
$5,909,000 from a $1,899,000 deficit at December 31, 2004.


DOBSON COMMS: Fitch Junks Ratings on $420 Million Senior Notes
--------------------------------------------------------------
Fitch assigned ratings for Dobson Communications Corp. (DCEL) and
its subsidiaries:

  Dobson Communications Corp.:

     -- Issuer default rating 'B-'
     -- $160 million senior floating rate notes 'CCC+/RR5'
     -- $150 million senior convertible debentures 'CCC+/RR5'
     -- $420 million senior notes 'CCC+/RR5'
     -- $136 million convertible preferred stock 'CCC-/RR6'

  Dobson Cellular Systems Inc. (DCS):

     -- Issuer default rating 'B-'
     -- $75 million senior secured credit facility 'BB-/RR1'
     -- $500 million first priority secured notes 'BB-/RR1'
     -- $325 million second priority secured notes 'BB-/RR1'

  American Cellular Corporation (AmCell):

     -- Issuer default rating 'B-'
     -- $900 million senior unsecured notes 'B+/RR2'
     -- $14.5 million senior subordinated notes 'CCC+/RR5'

The Rating Outlook is Stable.

The IDR ratings at Dobson reflect:

   * its current leverage;
   * past subscriber trends;
   * smaller scale as a regional operator; and
   * the competitive operating environment.

Fitch also believes a higher level of event risk is present with
potential universal service funding reform.  Positive offsets to
these concerns include improved leverage measures as a result of
preferred stock redemptions as well as increased cash flows.  In
addition, materially higher subscriber ARPUs (average revenue per
user) associated with GSM calling plans coupled with higher
roaming revenue during the past year has led to improved financial
performance.  The company has sufficient liquidity with no near-
term maturities and expectations for modest positive free cash
flow.

Subscriber trends over the past several quarters have been
negative due to Dobson's GSM network migration, which has resulted
in higher SG&A and network costs, along with customer service and
network quality issues.  For 2005, postpaid net additions were
negative 100,000 with churn increasing 50 basis points to 2.5% as
the company migrated approximately 400,000 subscribers to GSM,
ending the year with 67% of its subscriber base on GSM plans.
However, subscriber trends appear to be improving with Dobson
having moved a majority of its subscribers to GSM coupled with
significant coverage and quality improvements made to the
company's GSM network.  Accordingly, Dobson reported first-quarter
2006 postpaid customer churn of 2.1% and flat subscriber net
additions for its postpaid base, which is ahead of management
expectations.  Total gross additions were up modestly from a year
ago to 125,300.

While Dobson's past subscriber trends were negative, Dobson's ARPU
and roaming revenue increased considerably, which more than offset
the negative subscriber trends leading to solid financial
performance in 2005 as EBITDA increased by 18% to $415 million.
With Dobson negotiating new roaming agreements with Cingular that
lower outcollect rates in exchange for lower incollect rates,
Dobson must continue to successfully grow retail ARPU to generate
EBITDA growth.  Fitch expects roaming revenue to be relatively
stable with growth in minutes mitigating the lowered outcollect
rate.

Dobson has taken steps to improve its capital structure during the
past several quarters with the redemption of $245 million in
exchangeable preferred stock and the refinancing of approximately
$300 million of 10.875% notes that resulted in interest and
dividend savings of $45 million.  As a result financial leverage
(debt and preferred stock to EBITDA) improved to 7x at the end of
2005 (pro forma for the $33 million preferred stock redemption)
compared with 8x in 2004.

Rural wireless operators, including Dobson, over the past few
years have identified universal service fund (USF) disbursements
as an opportunity to materially increase cash flow at little to no
additional cost to their operational plans.  The combination of a
slow-growing high-cost support fund and an ever increasing number
of wireless operators making claims on the fund has created
significant pressure on the program.  With the USF program
expiring this year, the Federal Communications Commission (FCC)
and Congress are expected to undertake reform on the program.
Therefore, Fitch expects wireless disbursements to face the
greatest amount of event risk associated with reductions.

For AmCell, high-cost support through the USF funding has risen
materially since 2004 when the company collected $2 million, to
2005, when AmCell received $13 million.  As a percentage of cash
flow from operations, USF has risen from 5% in 2004 to 17% in
2005.  For Dobson, USF as a percent of CFO is a more modest 6.8%.
Fitch expects USF to become a much bigger contributor to Dobson
cash flows in 2006, as the company received approval in Alaska and
Minnesota, which will result in a $30 million increase in funding.
Obviously, USF reform that leads to a material percentage
reduction in support disbursements to Dobson could affect the
company's financial strength.

DCEL's liquidity is stable, albeit modest, based on its cash
position and lack of near-term maturities.  Cash at the end of the
fourth quarter of 2005 was approximately $197 million.  With the
redemption of its preferred stock and the refinancing of its
10.875% notes, Dobson's nearest maturity is not until 2011.  DCS
has a $75 million secured credit facility that matures in October
2008, although the company cannot currently draw on the facility
due to financial covenant restrictions.  In addition, the
indentures with Amcell's 10% senior notes will not allow
restricted payments to DCEL until AmCell materially improves its
cash flow.  Therefore, DCS bondholders must rely on DCS cash
generation to service interest payments.  For 2006, Fitch expects
free cash flow at DCEL to be approximately $50 million.

While Fitch recognizes the lien subordination among the different
classes of secured debt at DCS, the recovery ratings and notching
reflects our expectation for excellent recovery prospects for the
first and second priority secured notes at DCS.  The 'RR5'
recovery rating on the senior notes at DCS reflects Fitch's
expectation for below-average recovery prospects on the $730
million of debt obligations.  The 'RR2' recovery rating at AmCell
reflects expectations for superior recovery on the $900 million of
senior notes.

Fitch's Recovery Ratings, introduced in 2005, are a relative
indicator of creditor recovery on a given obligation in the event
of a default.


DRESSER INC: Lenders Waive Financial Reporting Default Until Sept.
------------------------------------------------------------------
Dresser, Inc.'s lenders gave the Company until September 30, 2006,
to file its audited financial statements for the fiscal year ended
December 31, 2005, and unaudited financial statements for the
fiscal quarters ended March 31, 2006, and June 30, 2006.

The Company almost defaulted on these agreements when it failed to
timely file the financial reports:

   -- an April 10, 2001, Credit Agreement, as amended, among the
      Company, D.I. Luxembourg S.A.R.L., DEG Acquisitions, LLC,
      Dresser Holdings, Inc., the subsidiary guarantors, lenders
      and agents; and

   -- a March 1, 2004, Senior Unsecured Term Loan Agreement, as
      modified, among the Company, D.I. Luxembourg S.A.R.L., DEG
      Acquisitions, LLC, Dresser Holdings, Inc., the subsidiary
      guarantors, lenders and agents.

The Company does not have consent to the tardy reporting from the
holders of its 9-3/8% senior subordinated notes, as required by
the Company's April 10, 2001, Indenture, as amended, governing the
notes.  Although technically a default under the 9-3/8% Indenture,
the failure to file does not result in an Event of Default unless
and until the Company receives a notice of default from the
Trustee or the holders of at least 25% of the outstanding
principal amount of the notes, and the default has not been cured
within a 30-day period after the Company's receipt of the notice.
As of April 19, 2006, the Company has not received any notice of
default from these noteholders.

                          About Dresser

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

                          *     *     *

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

     * Ba3 -- Corporate Family Rating;
     * Ba3 rated senior secured Tranche C term loan maturing 2009;
     * B1 rated senior unsecured term loan maturing 2010; and
     * B2 rated senior subordinated notes maturing 2011.


DYNCORP INT'L: Planned IPO Cues Moody's to Review Low Ratings
-------------------------------------------------------------
Moody's Investors Service placed the ratings of DynCorp
International LLC on review for possible upgrade following the
announcement by the Company's parent, DynCorp International
Inc., that it plans to use a portion of proceeds raised through a
planned initial public offering to reduce debt.  Moody's
anticipates the range of proceeds to be $375 million to $425
million.

According to the amended S-1 document filed with the Securities
and Exchange Commission, DynCorp's parent plans to use proceeds to
repay $212.8 million of preferred stock, to pay a dividend to the
current investors of $100 million, and to redeem approximately $61
million of senior subordinated notes.

Moody's placed these ratings of DynCorp on review:

   * $90 million senior secured first lien revolving credit
     facility due 2010, B2

   * $342.4 million senior secured first lien term loan facility
     due 2011, B2

   * $320 million senior subordinated notes due 2013, Caa1

   * Speculative Grade Liquidity Rating, SGL-3.

   * Corporate Family Rating, B2

Further benefiting the credit profile in addition to the modest
level of debt reduction associated with the IPO is DynCorp's
improved cash generation and substantial contracted backlog.
DynCorp generated free cash flow of $54 million for the nine
months ended Dec. 31, 2005 representing substantial improvement
from a cash usage of $21 million in the prior year period.
Although DynCorp's volatile working capital entails risks to free
cash flow, the improved level of cash generation should, in
Moody's view, result in a lower level of leverage and improved
interest coverage.  At Dec. 31, 2005, DynCorp exhibited a total
contracted backlog of approximately $2.7 billion compared with
$2.0 billion at April 1, 2005.  The funded backlog remained stable
at about $1.0 billion.

The review for possible upgrade will focus on the expected
improvement in the credit profile of the company from the planned
initial public offering, related debt reduction, and
sustainability of improved cash generation.  Upon completion of
the IPO and use of such proceeds for debt repayment, Moody's
currently expects that the Corporate Family Rating and ratings on
the subordinated notes could rise by one notch.  Ratings on the
senior secured bank facilities could rise by more than one notch
due to Moody's expectations for recovery values on the secured
facilities.

Headquartered in Irving, Texas, DynCorp International LLC provides
defense technical services and government outsourced solutions
primarily to U.S. government customers throughout the United
States and internationally.  DynCorp is a privately held company
owned by Veritas Capital.  DynCorp's revenues for the fiscal year
ended April 1, 2005 amounted to $1.9 billion.


EASY GARDENER: Files for Chapter 11 Protection in Delaware
----------------------------------------------------------
Easy Gardener Products, Ltd., and four subsidiaries entered into
an agreement to sell all of their assets to Green Thumb
Acquisition Corporation, an affiliate of Bayside Capital, for $57
million.  The agreement with GTAC is subject to limited, customary
conditions to closing.  The purchase price consists of:

     * $15.32 million,

     * plus the principal and interest owed to the Company's
       senior secured revolving and term lenders and

     * minus certain fees to be paid.

Bayside Capital is an affiliate of H.I.G. Capital, an investment
firm that manages more than $2.5 billion in invested capital and
has invested in over 40 portfolio companies.

Since December 2005, the Company has been working with Houlihan
Lokey Howard & Zukin to explore its strategic alternatives.  The
Company ultimately concluded that a sale of the Company was in the
best interest of its various constituencies, and a number of
potential investors were contacted.  The agreement with GTAC
represents the highest and best offer received to date by the
Company.

"We are pleased with the proposed transaction with GTAC," Dick
Grandy, Chief Executive Officer of the Company stated.  "We
believe the transaction will provide an opportunity to maximize
value to all our stakeholders."

                     Voluntarily Chapter 11

As required by the agreement with GTAC, on April 19, 2006, the
Company filed a voluntary petition for chapter 11 reorganization
with the U.S. Bankruptcy Court for the District of Delaware.  The
agreement with GTAC provides that the Company will conduct an
auction pursuant to order of the Bankruptcy Court to determine
whether there are any potential purchasers who are prepared to pay
a higher and better price for the Company's assets.  The Company
agreed with GTAC to customary "stalking horse" bidder protections,
including a break-up fee and expense reimbursement of $2 million
that will be payable if the Company elects to complete a
transaction with an alternative bidder, it elects to pursue an
independent plan of reorganization or its chapter 11 case is
dismissed or converted to a case under chapter 7 of the Bankruptcy
Code.

                      Assets Sale Proceeds

The Company intends to use the proceeds of the sale of its assets
to repay 100% of the outstanding principal and unpaid interest due
to the Company's senior secured revolving and term lenders at the
closing of the sale.

The Company expects the balance of the purchase price to be used
to pay amounts owed to holders of two subordinated promissory
notes issued by the Company in the aggregate principal amount of
$4.275 million, plus accrued interest of approximately $1 million.

After paying transaction and other fees estimated to be between
$2.5 million and $3.35 million, there will be between
approximately $7.5 million and $6.7 million remaining for
distribution to holders of the Company's 9.40% Cumulative
Preferred Trust Securities due April 15, 2028.

The amount ultimately paid to the holders of the Trust Preferred
Shares will depend upon several contingencies, including:

     * the amount of transaction and other fees actually incurred
       in connection with the sale and the chapter 11 process,
       whether a higher and better price for the Company's assets
       can be obtained through the auction process,

     * the closing of the sales transaction in a timely manner
       with GTAC or an alternative buyer and

     * the consummation of a plan of reorganization in the
       Company's chapter 11 case.

No funds will be available for payment to the Company's common
equity securities.

                      Financing Commitment

The Company also received a commitment letter from the lenders
under its existing senior secured revolving credit facility to
provide financing for its ongoing operational needs during the
pendency of its bankruptcy case.  Upon the approval of the
Bankruptcy Court, the Company will amend its existing senior
secured revolving credit agreement to provide for an increase in
the Company's line of credit from $25 million to $33 million,
subject to a customary borrowing base.  The amendment provides for
up to $5 million of availability under "overadvances" in addition
to the amounts it would normally be able to borrow under its
borrowing base.

Mr. Grandy stated, "We expect the revised facility to provide
sufficient liquidity for the Company to complete its sale to GTAC
without any interruption to operations."

                  Senior Secured Debt Amendment

The Company also amended its existing senior secured term debt
agreement in contemplation of its chapter 11 filing and to modify
and extend the provisions of the agreement relating to the payment
of a performance fee of $2 million.  The $2 million fee will
now be payable in three installments:

     * $100,000, which will be payable upon entry of the final
       order approving the Company's debtor-in-possession
       financing (but not later than 45 days after the chapter 11
       filing);

     * $200,000, which will be payable on June 30, 2006; and

     * $1.7 million, which will be payable July 31, 2006.

If the Company timely pays installments of the performance fee as
they come due, and the Company's obligations to its senior secured
term lender are paid in full prior to the due date of the second
and third installments, respectively, the Company will not be
required to pay the portion of the performance fee which comes due
after the date the senior secured term loan is paid in full.

The Company anticipates that the proposed transaction with GTAC
can be closed before June 30, 2006, and that it will not be
required to pay $1.9 million of the $2 million performance fee.
GTAC has agreed to assume the first $100,000 installment of the
performance fee as a part of the purchase transaction.  If the
Company were required to pay any portion of the performance fee
over $100,000, the Company anticipates that the amount of that
payment would reduce amounts otherwise payable to the holders of
the Trust Preferred Shares.

               About Easy Gardener Products, Ltd.

Headquartered in Wako, Texas, Easy Gardener Products, Ltd. --
http://www.easygardener.com/-- is a leading manufacturer and
marketer of a broad range of consumer lawn and garden products,
including weed preventative landscape fabrics, fertilizer spikes,
decorative landscape edging, shade cloth and root feeders, which
are sold under various recognized brand names including Easy
Gardener, Weedblock, Jobe's, Emerald Edge, and Ross.  The Company
markets its products through most large national home improvement
and mass merchant retailers, hardware stores and garden centers.
The company and four of its affiliates filed for chapter 11
protection on Apr. 19, 2006 (Bankr. Del. Case No. 06-10396).
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
assets totaling $103,454,000 and debts totaling $107,516,000.


EASY GARDENER: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Easy Gardener Products, Ltd.
        aka Easy Gardener, Inc.
        aka Landmaster Products
        aka Ampro Industries
        3022 Franklin Avenue
        Waco, Texas 76710

Bankruptcy Case No.: 06-10396

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                    Case No.
      ------                                    --------
      Weatherly Consumer Products Group, Inc.   06-10393
      Weatherly Consumer Products, Inc.         06-10394
      EG Product Management, LLC                06-10395
      NBU Group, LLC                            06-10397

Type of Business: The Debtors manufacture and market a broad range
                  of consumer lawn and garden products, including
                  weed preventative landscape fabrics, fertilizer
                  spikes, decorative landscape edging, shade cloth
                  and root feeders, which are sold under various
                  recognized brand names including Easy Gardener,
                  Weedblock, Jobe's, Emerald Edge, and Ross.
                  See http://www.easygardener.com/

Chapter 11 Petition Date: April 19, 2006

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtors' Counsel: James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Sandra G.M. Selzer, Esq.
                  Pachulski Stang Ziehl Young
                     Jones & Weintraub LLP
                  919 North Market Street, 16th Floor
                  P.O. Box 8705
                  Wilmington, Delaware 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Total Assets: $103,454,000

Total Debts:  $107,516,000

Debtors' Consolidated List of their 30 Largest Unsecured
Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Trustee, Property Trustee and    Trust Preferred    $76,631,947
Administrative Trustees          Debt
Easy Gardener Products Trust I
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890-0001

Central Garden & Pet Company     Subordinated Note   $3,324,623
1340 Treat Boulevard, Suite 600
Walnut Creek, CA 94597

EG Broad Street                  Subordinated Note   $1,998,281
Partners, LLC (USHG)
177 Broad Street, Suite 1150
Stamford, CT 06901

Rosti (Dallas), Inc.             Trade Debt            $838,223
2109 Vanco Drive
Irving, TX 75061

Tredegar Inc.                    Trade Debt            $759,618
1100 Boulders Parkway
Richmond, VA 23225

Tensar Corporation Inc.          Trade Debt            $455,836
1210 Citizens Parkway
Morrow, GA 30260

Englander Container Co.          Trade Debt            $416,008
P.O. Box 22067
Waco, TX 76702

F&F Composite Group, Inc.        Trade Debt            $412,268
715 Katy Road, Suite 110
Keller, TX 76248

Freudenberg Spunweb Co.          Trade Debt            $255,616
3500 Industrial Drive
Durham, NC 27704

Polymer Group Inc.               Trade Debt            $181,539

Import Traders, Inc.             Trade Debt            $164,129

Miles Farm Center                Trade Debt            $145,618

Volm Bag Company, Inc.           Trade Debt            $141,389

Packaging Corp. of America       Trade Debt            $114,656

Dong Buk Co., Ltd.               Trade Debt            $113,213

Lithocraft, Inc.                 Trade Debt            $105,588

BBA Fiberweb                     Trade Debt             $88,555

Injecto Mold                     Trade Debt             $88,245

Plastic Molded                   Trade Debt             $85,622

KT America Corp.                 Trade Debt             $84,337

Renfo Inc.                       Trade Debt             $72,266

Southeastern Wire                Trade Debt             $64,431

Linq Industrial Fabrics          Trade Debt             $62,357

Banner Packaging                 Trade Debt             $59,732

Intermas Nets S.A.               Trade Debt             $58,313

Douglas Manufacturing            Trade Debt             $57,001

Plastic Enterprises Inc.         Trade Debt             $51,759

Mardie Type Printing             Trade Debt             $47,194

Honeywell                        Trade Debt             $46,433

BNS/NU-GRO                       Trade Debt             $46,085


EMMIS COMMS: Reports 4th Fiscal Quarter & Full Year Fin'l Results
-----------------------------------------------------------------
Emmis Communications Corporation (NASDAQ: EMMS) disclosed its
financial results for its fourth fiscal quarter and full year
ending Feb. 28, 2006.

For the fourth fiscal quarter, reported net revenue was
$84.5 million, compared to $80.9 million for the same quarter of
the prior year, an increase of 4%.  Reported net revenues for all
periods presented exclude the results of Emmis' television
stations and WRDA-FM, which have been classified as discontinued
operations.

For the fourth quarter, reported radio net revenues increased 4%,
while pro forma radio net revenues (including WLUP-FM and the
Emmis radio networks in Slovakia and Bulgaria for all periods)
decreased 2%. Publishing net revenues increased 7%.

"In the past fiscal year, we have transformed the company," said
Jeff Smulyan, Emmis Chairman and CEO.  "We sold 13 of our 16
television stations at higher than expected prices, and we used
that money to pay down debt and buy back nearly 40% of our stock.
Our balance sheet is very strong, which will allow us to invest
both in our core properties and in businesses we expect to grow
faster, including our interactive division."

For the fourth quarter, operating losses were $35.6 million,
compared to operating income of $10.1 million for the same quarter
of the prior year.  The decrease in operating income is
principally due to the impairment charge and the bonus and
severance payments discussed above. Emmis' station operating
income for the fourth quarter was $19.5 million, compared to
$24.4 million for the same quarter of the prior year.  The
decrease in station operating income was principally due to three
factors:

   (1) lower than expected revenue growth due to a weaker than
       expected radio advertising environment;

   (2) increased promotion and programming expenses, especially
       in the Company's Chicago duopoly, as Emmis invests for
       longer-term growth; and

   (3) the unexpected bankruptcy of an advertiser that resulted in
       a $1.3 million charge.

For the full year, net revenue grew to $387.4 million from
$351.8 million, an increase of 10%.  Operating income was
$38.9 million for the year, compared to $72.6 million for the
prior year.  Station operating income rose to $134.2 million this
year from $131.3 million in the prior year.

Under the terms of Emmis Operating Company's 6.875% senior
subordinated notes, Emmis Communications Corporation total
consolidated debt-to-EBITDA leverage was 5.0x as of Feb. 28, 2006,
compared to 5.8x a year ago.

International radio net revenues and station operating expenses
for the quarter ended Feb. 28, 2006 were $8.7 million and
$6.2 million.  Full-year consolidated net revenues and station
operating income from Slager Radio, Emmis' 59.5% majority-owned
radio station in Hungary, were $19.2 million (up 11%) and
$7.8 million (up 16%).

On Dec. 5, 2005, Emmis sold substantially all of the assets of
television stations WFTX in Ft. Myers, Fla. and KGUN in Tucson,
Ariz, and the tangible assets and many of the intangible assets
(excluding, principally, the FCC license) of KMTV in Omaha, Neb.
to Journal Communications for $225 million of cash proceeds.
Emmis used the proceeds to repay outstanding debt obligations.
Also on Dec. 5, 2005, Emmis entered into an LMA with Journal for
KMTV.

On Jan. 23, 2006, Emmis redeemed $230 million aggregate
outstanding principal amount of its Floating Rate Senior Notes
due in 2012, pursuant to the terms of the Indenture, dated
June 21, 2005, between the Company and The Bank of Nova Scotia
Trust Company of New York, as trustee.  On Feb. 7, 2006, Emmis
called for redemption the remaining $120 million aggregate
outstanding principal amount of the Notes.  This redemption
occurred March 9, 2006.

On Jan. 27, 2006, Emmis completed the sale of four of its
television stations to the Montecito Broadcast Group, LLC (an
affiliate of the Blackstone Group) for $259 million.  The purchase
included KOIN-TV (Ch. 6, CBS affiliate) in Portland, Ore.; KHON-TV
(Ch. 2, Fox affiliate) in Honolulu; KSNW-TV (Ch. 3, NBC affiliate)
in Wichita, Kan.; and KSNT-TV (Ch. 27, NBC affiliate) in Topeka,
Kan. To date, Emmis has sold 13 of its 16 stations.  The Company
continues to own and operate KGMB-TV (Ch. 9, CBS affiliate) in
Honolulu, WVUE-TV (Ch. 8, Fox affiliate) in New Orleans and
WKCF-TV (Ch. 18, WB/CW affiliate) in Orlando.

On April 12, 2006, Emmis determined that it will be restating its
financial statements for the quarters ended August 31, 2005, and
November 30, 2005, to classify its preferred stock in mezzanine
rather than permanent equity on the Company's balance sheet. The
restatement is due to a misinterpretation of certain technical
accounting principles relating to the balance sheet classification
of preferred stock that contains a redemption feature. The
restatement has no impact on the statements of operations, the
statements of cash flows, or any balance sheet items except
stockholders' equity as mezzanine. The restatement also has no
impact on the Company's operations, including the compliance with
covenants under its debt instruments, other agreements or
regulatory requirements.

Emmis Communications Corporation -- http://www.emmis.com/--  
is an Indianapolis-based diversified media firm with radio
broadcasting, television broadcasting and magazine publishing
operations.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investors Service affirmed the ratings of Emmis
Communications Corporation and its wholly owned subsidiary,
Emmis Operating Company, but changed the outlook to stable from
positive.

   Emmis Operating Company:

      * Senior Secured Debt -- Ba2
      * Senior Subordinated Notes -- B2

   Emmis Communications Corporation:

      * Senior Unsecured Debt -- B3
      * Cumulative Preferred Stock -- Caa1
      * Corporate Family Rating -- Ba3


EPIXTAR CORPORATION: Hires CBIZ McClain as Accountants
------------------------------------------------------
Epixtar Corp. and its debtor-affiliates sought and obtained
authority from the U.S. Bankruptcy Court for the Southern District
of Florida in Miami to employ CBIZ McClain Accounting, Tax &
Advisory of South Florida, LLC, as accountants, nunc pro tunc to
Jan. 10, 2006.

The Debtors need CBIZ's services primarily to prepare tax returns.

Michael Sahr, a member of CBIZ McClain, tells the Court that he
will bill $355 per hour in this engagement.  Mr. Sahr discloses
that the Firm's other professionals bill between $95 and $355 per
hour.

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

                         About Epixtar

Based in Miami, Florida, Epixtar Corp. -- http://www.epixtar.com/
-- fdba Global Assets Holding, Inc., aggregates contact center
capacity and robust telephony infrastructure to deliver
comprehensive, turnkey services to the enterprise market.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 6, 2005 (Bank. S.D. Fla. Case No. 05-42040).  Michael D.
Seese, Esq., at Kluger, Peretz, Kaplan & Berlin, P.L., represents
the Debtors in their restructuring efforts.  Glenn D. Moses, Esq.,
at Genovese Joblove & Battista, P.A., represents the Company's
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$30,376,521 and total debts of $39,158,724.


EPIXTAR CORPORATION: Hires McClain & Company as Auditors
--------------------------------------------------------
Epixtar Corp. and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of Florida in Miami to employ McClain & Company, LC, as
auditors, nunc pro tunc to Jan. 10, 2006.

The Debtors told the Court that McClain started performing
services on Jan. 10, 2006, as they faced delisting from NASDAQ if
they failed to file their audited financial statements on
Jan. 12, 2006.

McClain & Company will:

   a) review the condensed consolidated balance sheets of Epixtar
      and the ISP Subsidiaries as of Sept. 30, 2005, and the
      related condensed consolidated statements of operations,
      for the three and nine month periods then ended, and the
      condensed consolidated statement of cash flows for the nine
      month period ended Sept. 30, 2005, in accordance with the
      standards of the Public Company Accounting Oversight Board;
      and

   b) audit the consolidated balance sheet of Epixtar as of
      Dec. 31, 2005, and the related consolidated statements of
      operations, shareholders' equity and cash flows for the
      year then ended in order to assist in the drafting of the
      Form 10-Q and Form 10-K.

William Urban, a member of McClain & Company, tells the Court that
he will bill $325 for this engagement.  Mr. Urban discloses that
the Firm's other professionals bill between $95 and $325.

Mr. Urban tells the Court that the estimated cost for the review
of the Sept. 30, 2005, balance sheet will be approximately between
$25,000 to $30,000.  Mr. Urban further tells the Court that for
the audit of the Dec. 31, 2005, financial statements, the Firm has
requested a $15,000 retainer.

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

                         About Epixtar

Based in Miami, Florida, Epixtar Corp. -- http://www.epixtar.com/
-- fdba Global Assets Holding, Inc., aggregates contact center
capacity and robust telephony infrastructure to deliver
comprehensive, turnkey services to the enterprise market.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 6, 2005 (Bank. S.D. Fla. Case No. 05-42040).  Michael D.
Seese, Esq., at Kluger, Peretz, Kaplan & Berlin, P.L., represents
the Debtors in their restructuring efforts.  Glenn D. Moses, Esq.,
at Genovese Joblove & Battista, P.A., represents the Company's
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$30,376,521 and total debts of $39,158,724.


FDL INC: Fifth Third Wants Chapter 11 Trustee Appointed
-------------------------------------------------------
Fifth Third Bank asks the U.S. Bankruptcy Court for the Southern
District of Indiana in Indianapolis to appoint a Trustee or
Examiner in FDL, Inc.'s Chapter 11 case.

G. Ronald Heath, Esq., at Hoover Hull LLP, counsel of Firth Third,
tells the Court that it wants a chapter 11 Trustee or Examiner to
investigate the Debtor's purported dishonest practices.  According
to Mr. Heath, the Debtor:

      -- submitted cash flow projections in support of its Cash
         Collateral motion that contained misrepresentations of
         facts about its alleged agreements with Fifth Third;

      -- violated its credit agreement with Fifth Third by
         concealing the existence of an operating account at
         Regions Bank; and

      -- misappropriated pre-petition funds that should have been
         paid to Fifth Third;

Mr. Heath adds that the Debtor has refused to provide an
accounting of any monies disbursed to its president, Stephen H.
Striebel.  Mr. Heath says that Fifth Third wants any examiner
appointed in the Debtor's case to investigate the conduct and
management of the Debtor and all disbursements made to Mr.
Striebel since 1999.

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


FOAMEX INTERNATIONAL: Wants $292 Million Tax NOLs Protected
-----------------------------------------------------------
Foamex International Inc. (Pink Sheets: FMXIQ) filed a motion with
the U.S. Bankruptcy Court for the District of Delaware, requesting
that the Court approve measures to protect the Company's federal
tax net operating losses.  Foamex believes the NOLs, estimated at
approximately $292 million as of Jan. 1, 2006, may prove to be a
valuable asset of its bankruptcy estate.

Foamex is asking the Court to establish notification and hearing
procedures that must be satisfied before certain transfers or
trading of Foamex's equity securities are deemed effective.  Under
certain circumstances specified in the U.S. tax code, acquisitions
by shareholders with equity holdings of 5% or more, or who could
thereby become owners of five percent or more, of Foamex's common
stock may give rise to an ownership change that would limit the
Company's utilization of its NOLs.

If granted, the relief sought will enable Foamex to closely
monitor certain transfers and acquisitions of equity securities so
that it can act expeditiously to prevent such transfers or
acquisitions, if necessary, to preserve the value of its NOLs.
Importantly, the requested relief does not bar all trading in
Foamex's equity securities.  The Company is seeking only to
establish procedures enabling it to monitor those stock transfers
or acquisitions that pose a serious risk under the U.S. tax code's
"ownership change" test, so that Foamex can move quickly to block
a proposed trade that, if allowed to proceed, could limit Foamex's
ability to fully utilize its NOLs.

Foamex reserves the right to seek further relief from the Court in
the form of a motion to void or limit prior transfers or
acquisitions of shares or other securities in the event that such
transfers or acquisitions threaten to or actually impair the
utilization of its NOLs.  Any such relief could apply to transfers
or acquisitions since the date of Foamex's chapter 11 filing
(Sept. 19, 2005) to the date of the granting of the motion being
filed today as such transfers or acquisitions could have violated
the automatic stay under the Bankruptcy Code.

The U.S. tax code permits corporations to carry NOLs forward to
offset future income, thereby reducing federal income tax
liability on such future income and significantly improving its
cash position.  As a result, Foamex's NOLs could prove to be a
valuable asset of its estate.  The Company's ability to use its
NOLs, however, could be severely limited as a result of the
trading and accumulation of equity securities of Foamex prior to
consummation of a plan of reorganization.  The motion intends to
preserve the availability of the NOLs to the greatest possible
extent.

Foamex is asking that the motion be heard at its previously
scheduled May 3, 2006 omnibus hearing.

                About Foamex International, Inc.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.


FREMONT HOME: Moody's Puts Low-B Ratings on Class M-9 & B-1 Certs.
------------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Fremont Home Loan Trust 2006-1, and ratings
ranging from Aa2 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by Fremont Investment & Loan
originated, adjustable-rate and fixed-rate, subprime mortgage
loans acquired by Greenwich Capital Financial Products Inc.  The
ratings are based primarily on the credit quality of the loans,
and on the protection from subordination, excess spread, and
overcollateralization.  Moody's expects collateral losses to range
from 5.60% to 6.10%.

Fremont Investment & Loan will service the loans from the closing
date up until June 30, 2006, and effective July 1, 2006, the
servicing function will be transferred to Wells Fargo Bank NA.

The complete rating actions are:

                  Fremont Home Loan Trust 2006-1
             Asset-Backed Certificates, Series 2006-1

                   * Class I-A-1, Assigned Aaa
                   * Class II-A-1, Assigned Aaa
                   * Class II-A-2, Assigned Aaa
                   * Class II-A-3, Assigned Aaa
                   * Class II-A-4, Assigned Aaa
                   * Class M-1, Assigned Aa2
                   * Class M-2, Assigned Aa3
                   * Class M-3, Assigned A1
                   * Class M-4, Assigned A2
                   * Class M-5, Assigned A3
                   * Class M-6, Assigned Baa1
                   * Class M-7, Assigned Baa2
                   * Class M-8, Assigned Baa3
                   * Class M-9, Assigned Ba1
                   * Class B-1, Assigned Ba2


GENERAL MOTORS: Posts $323 Mil. Net Loss in First Quarter 2006
--------------------------------------------------------------
General Motors Corp. (NYSE: GM) reported significantly improved
financial results for the first quarter of 2006, with operations
from every automotive region in the world contributing to the
turnaround efforts.

"The first quarter represented an important milestone in GM and GM
North America's turnaround," said GM Chairman and Chief Executive
Officer Rick Wagoner.  "Not only did we see significant
improvement in the financial results of all our automotive units,
we also announced numerous additional actions to improve our North
American competitiveness and liquidity.  And, we made significant
progress in implementing those and previously announced
initiatives, such as the UAW health-care agreement and the North
American capacity plan.

"We're pleased to see the significant progress in our first-
quarter results and in the implementation of all four elements of
our North American turnaround plan," Wagoner continued. "And we
remain focused on accelerating our return to profitability and
cash generation."

GM reported a preliminary net loss of $323 million in the first
quarter of 2006, including special items.  This was more than
accounted for by the inclusion of a $681 million after-tax charge,
related to the recently approved health-care settlement agreement
for U.S. hourly retirees. These first-quarter results represent a
significant improvement from the year-ago loss of $1.3 billion.
Reported revenue rose 14.1% to a record $52.2 billion in the first
quarter of 2006.

Excluding special items but including the effect of the $681
million health-care charge ($1 billion pretax), GM reported a
preliminary adjusted loss of $529 million in the first quarter of
2006.  In the year-ago quarter, GM reported an adjusted loss
before special items of $988 million.

The reported results for the first quarter of 2006 include special
items totaling a favorable $206 million after tax.  These results
include a gain of $317 million from the sale of most of GM's stake
in Suzuki, partially offset by restructuring charges totaling $111
million at GM North America, GM Europe and GM Latin
America/Africa/Middle East.

GM's results for the first quarter of 2006 are preliminary and may
be revised prior to the filing of GM's first quarter report on
Form 10-Q in early May, depending on factors such as the final
determination of the accounting treatment for the retiree health-
care settlement agreement.

      Health Care Agreement Reduces Liability by $15 Bil.

The U.S. District Court approved the unprecedented health-care
settlement between GM and its largest labor union, the United Auto
Workers, on March 31, 2006.

"The health-care agreement is expected to result in an immediate
25-percent reduction in GM's hourly retiree health-care liability,
or about $15 billion," Wagoner said.  "The court approval is an
important milestone, enabling us to implement this on the schedule
we had anticipated."

As part of the agreement, GM will make contributions to a new
independent Defined Contribution Voluntary Employees' Beneficiary
Association of $1 billion in each of 2006, 2007, and 2011.  GM
will also make supplemental contributions to the DC VEBA related
to events like profit-sharing payments and increases in the value
of GM stock.

Because the settlement received final court approval on March 31,
the first $1 billion DC VEBA contribution is being recorded in the
first quarter of 2006 even though the cost savings will not be
realized until the second half of the year.  Beginning July 1, the
pretax savings associated with the health-care agreement will be
approximately $750 million per quarter through 2011.

According to the accounting treatment that GM believes is
appropriate under U.S. Generally Accepted Accounting Principles,
the obligation to make the contributions would be recognized in
each of the three periods in which they become due and payable.
Other possible accounting treatments include recognizing the
present value of all three payments as expense on March 31, 2006 ,
which would significantly increase the amount of the first-quarter
charge and eliminate any future charges.  GM is currently in
discussions with the U.S. Securities and Exchange Commission to
determine the final accounting treatment and expects the issue to
be resolved before it files its Form 10-Q.

                     GM Automotive Operations

GM's automotive operations reported an adjusted loss of $721
million in 2006, including the health-care charge, halving the
year-ago adjusted loss of $1.5 billion.  All of the company's
automotive units reported progress in the quarter, with three out
of the four units posting profitable results.

Global automotive sales rose 4.4% to 2.2 million units as strong
sales in GM's Asia Pacific and Latin American regions were
partially offset by declines in the United States and Canada.
Global market share was down slightly to 13.2% from 13.3% a year
ago.

                GM North America Shows Improvement

GM North America reported an adjusted loss of $946 million in the
first quarter of 2006, including $484 million of the retiree
health-care settlement charge.  This compares to an adjusted loss
of $1.5 billion a year ago.  Higher production volumes, improved
mix and better net pricing contributed $1.1 billion of improvement
to GMNA operating earnings, offset in part by the health-care
charge.  Revenue per unit sold in GMNA was significantly higher in
the quarter versus a year ago, mostly attributable to better
pricing and richer mix.  U.S. dealer inventories ended the quarter
at 1,169,000 vehicles, down 74,000 units from the year-ago period,
and well positioned for the spring selling season.

GM recently increased its structural cost reduction target in
North America by more than $1 billion, to $7.5 billion on a
running rate basis by the end of 2006, excluding the cost of the
three $1 billion DC VEBA contributions in 2006, 2007 and 2011.
Approximately $4 billion of this reduction will be cash savings.
GM also continues to focus on achieving the previously reported $1
billion target of material cost savings in 2006, which is under
pressure due to high raw material and commodity prices.

GM remains committed to revitalizing its product portfolio through
an aggressive product-spending program.  In 2006, GM expects
capital spending to total approximately $8.7 billion.  This
represents an increase of approximately $800 million over 2005
levels.

"We are very pleased with the market's reaction to our launch
products," Wagoner said.  "In the first three months of the year,
our new products accounted for about 30% of our total sales - more
than double where we were a couple of years ago.  We're especially
encouraged by the early sales of the Chevrolet Tahoe, GMC Yukon,
and Cadillac Escalade.  And we're pleased with the reaction last
week to the new Saturn Sky and Aura at the New York Auto Show."

GM is revitalizing its sales and marketing strategy by focusing on
the strength of its products, emphasizing their great value and
features in relation to the competition.  GM is focused on
improving the mix and quality of its share by reducing incentives
and the volume of sales to daily rental car companies.  While this
may result in short-term declines in sales and market share, it
also is expected to result in improved retail sales and financial
performance over time.

"Despite even higher incentives by many of our competitors, we
think our new product-focused marketing strategy is the right one,
and early results are in line with our expectations," Wagoner
said.

                               GMAC

General Motors Acceptance Corporation (GMAC) earned $605 million
in the first quarter of 2006, compared to $728 million in the
year-ago period, reflecting improved earnings from financing
operations and insurance, offset by lower mortgage earnings.

"GMAC continued to post strong earnings despite lower credit
ratings and higher borrowing costs," Wagoner said.  "The agreement
that we announced earlier this month to sell a 51% controlling
interest in GMAC to a consortium of investors led by Cerberus
Capital Management is expected to close later this year.  Once
implemented, the new ownership structure should strengthen GMAC's
ability to support GM's automotive operations, improve GMAC's
access to cost-effective funding and provide $14 billion in
liquidity to GM over the next three years."

GMAC had cash reserve balances at March 31, 2006 of approximately
$22.1 billion, including $17.3 billion in cash and cash
equivalents and $4.8 billion in marketable securities.  This
compares with cash balances of approximately $20 billion at Dec.
31, 2005.

GMAC's financing operations reported earnings of $270 million in
the first quarter of 2006, compared to $216 million a year ago.
The increase is largely due to the effect of lower consumer credit
provisions, primarily as a result of automotive whole loan
activity and favorable international credit performance.

ResCap earnings were $197 million in the first quarter 2006, down
from the $351 million earned in the year-ago period.  While
revenues were strong from higher asset levels, results were
negatively affected by lower net margins resulting from both
pricing pressures and higher funding costs.  In addition, gains on
sales of loans were down due to a significant gain in the year-ago
quarter from the sale of a portfolio of distressed mortgage loans.
Mortgage originations were $41.6 billion for the latest quarter,
representing an increase from the $36.4 billion in the year-ago
period.

GMAC completed the sale of approximately 78% of its equity in GMAC
Commercial Mortgage on March 23, 2006, for approximately $1.5
billion in cash.  At the closing, GMAC Commercial Mortgage, now
named CapMark Financial Group Inc., also repaid to GMAC
approximately $7.3 billion in intercompany loans, bringing the
total cash proceeds from the transaction to $8.8 billion.  GMAC
earnings related to Commercial Mortgage were $9 million,
representing operating income of $50 million and a loss on sale of
$41 million, after closing costs.

GMAC's insurance operations generated net income of $129 million
in the first quarter of 2006, up from $94 million in the same
period a year ago primarily reflecting the impact of strong
underwriting results.  In addition, first quarter results also
benefited from the strategic acquisition of MEEMIC Insurance Co.,
a personal lines business that offers automobile and homeowners
insurance in the Midwest.

                        Cash and Liquidity

Cash, marketable securities, and readily-available assets of the
Voluntary Employees' Beneficiary Association trust totaled $21.6
billion at March 31, 2006, up from $20.4 billion on Dec. 31, 2005
and $19.8 billion on March 31, 2005.  GM withdrew approximately $2
billion from the VEBA trust in the first quarter of 2006,
including $1 billion from the short-term VEBA.

Liquidity remains a key focus of the corporation.  GM sold most of
its 20-percent stake in Suzuki during the first quarter,
generating approximately $2 billion in cash. Also, GM recently
announced the sale of its stake in Isuzu that generated
approximately $300 million in proceeds in the second quarter of
2006.  In February, GM reduced its common stock dividend by 50%,
which is expected to save approximately $565 million annually.
Finally, the planned sale of 51-percent of GMAC is expected to
provide GM with up-front cash proceeds of about $10 billion and
significant ongoing cash flow from retained assets and GMAC
distributions over time.

                             Outlook

GM has made significant progress to turn around its North American
operations, including the UAW retiree health-care agreement, the
manufacturing capacity actions, the changes to GM's U.S. salaried
retiree health-care benefits and salaried pension plan benefits
and the hourly accelerated attrition program.

"While we are encouraged by the speed and scale of the changes
we're implementing, there is clearly more work to be done,"
Wagoner said.  "Our next key priority is to reach a consensual
agreement with Delphi and its unions that makes sense for all of
the parties.  The agreement we recently reached with the UAW on
the attrition program is a significant step in achieving this
objective, but there is more important work to do."

                        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.


GENESIS WORLDWIDE: Wants Until Aug. 28 to File Chapter 11 Plan
--------------------------------------------------------------
Genesis Worldwide, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio, Western
Division, to extend until Aug. 28, 2006, the time within which
they have the exclusive right to file a plan of reorganization and
disclosure statement.  The Debtors also want the Court to extend
their exclusive period to solicit plan acceptances through
Oct. 24, 2006.

The Debtors inform the Court that they have made significant
progress during bankruptcy.  They have settled more than 260
preference claims, resulting in payments due of approximately
$2 million and claims waivers of $2.5 million.

According to the Debtors, they are not seeking an extension in
order to assert leverage against the creditors in plan negotiation
but they are working closely with the Committee in an effort to
recover assets for the benefit of the creditors.

The extension, the Debtors say, will provide them and the Official
Committee of Unsecured Creditors more time to remain focused on
collecting assets for the estates, avoiding the unnecessary
expenditure of limited funds in connection with the formulation of
Plans.

Headquartered in Dayton, Ohio, Genesis Worldwide Inc., fka The
Monarch Machine Tool Company, engineers and manufactures high
quality metal coil processing and roll coating and electrostatic
oiling equipment.  Genesis Worldwide and its debtor-affiliates
filed for chapter 11 protection on September 17, 2001 (Bankr. S.D.
Ohio Case No. 01-36605).  Nick V. Cavalieri, Esq., at Bailey
Cavalieri LLC, represents the Debtors in their chapter 11
proceedings.  Daniel M Anderson, Esq., at Schottenstein Zox & Dunn
represents the Official Committee of Unsecured Creditors.  As of
June 30, 2001, the Debtors reported assets totaling $122,766,000
and debts totaling $121,999,000.


GS MORTGAGE: Moody's May Downgrade Class K-PR Cert.'s Ba1 Rating
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes,
affirmed the ratings of five classes and placed one class on
review for possible downgrade of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 2005-GSFL VII:

   * Class A-1, $12,031,122, Floating, affirmed at Aaa
   * Class A-2, $119,657,000, Floating, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $54,609,000, Floating, upgraded to Aaa from Aa3
   * Class C, $32,123,000, Floating, upgraded to Aa3 from A2
   * Class D, $16,062,000, Floating, upgraded to A2 from A3
   * Class E, $26,533,000, Floating, affirmed at Baa2
   * Class F, $20,425,000, Floating, affirmed at Baa3
   * Class K-PR, $1,000,000, Floating, currently rated Ba1; on
     review for possible downgrade

The Certificates are collateralized by two whole loans and three
senior participation interests.  The loans range in size from 5.7%
to 42.8% of the pool based on current principal balances.  As of
the April 6, 2006 distribution date, the transaction's aggregate
certificate balance has decreased by approximately 54.3% to $299.5
million from $655.9 million at securitization. Two loans have paid
off and there was a partial release associated with The Wyndham
Portfolio Loan.

Moody's current weighted average loan to value ratio is 62.6%,
compared to 64.7% at securitization.  Moody's is upgrading classes
B, C and D due to increased credit support from the loan payoffs.
Moody's is placing Class K-PR on review for possible downgrade due
to the poorer performance of the Pittsburgh Renaissance Hotel.

The Wyndham Portfolio Loan is secured by a cross collateralized
pool of 15 full-service hotels containing a total of 4,060 rooms
and located in ten states.  Since securitization, three of the
original 18 hotels were released from the mortgage lien.  The
hotels are flagged under the Wyndham, Doubletree, Hyatt and
Marriott brands.  Reserves of $62.0 million were escrowed at
closing, including $57.2 million for capital expenditures to be
spent during the first 24 months of the loan term.  To date, three
hotels have changed flags following property improvement programs.
RevPAR for calendar year 2005 for the remaining 15 hotel
properties was $63.20, compared to $63.15 at securitization.
Moody's LTV is 62.9%, essentially the same as at securitization.
Moody's current shadow rating is Baa3, the same as at
securitization.

The Sands Expo and Convention Center Loan is secured by a 1.14
million square foot exposition and convention center located in
Las Vegas, Nevada.  The property is affiliated with and physically
attached to the Venetian Hotel.  Although the facilities operate
separately, there is a joint marketing agreement with the Venetian
whereby SECC markets the hotel as the "headquarters hotel" for
SECC events and the Venetian in turn promotes the use and
occupancy of the SECC.  Moody's LTV is 52.7%, compared to 53.5% at
securitization.  Moody's current shadow rating is A3, the same as
at securitization.

The Hyatt Regency Bethesda Loan is secured by a leasehold interest
in a 390-room full service hotel located in Bethesda, Maryland.
The hotel, located above the entrance to the Bethesda Metro
Station, is part of a mixed-use development known as the Bethesda
Metro Center, which in addition to the hotel includes two office
towers, a food court, a 1,311 space parking garage and an outdoor
plaza.  The property is subject to a long term ground lease with
the Washington Metropolitan Area Transit Authority. RevPAR for
calendar year 2005 was $139.37, compared to $120.00 at
securitization.  Moody's LTV is 63.3%, compared to 65.2% at
securitization.  Moody's current shadow rating is Baa3, the same
as at securitization.

The Worldgate Plaza Loan 14.4%) is secured by a four-building
Class A office complex located in Herndon, Virginia.  The property
was built in 2000, totals 322,328 square feet of net rentable area
and has direct frontage on the Dulles Toll Road.  As of November
2005 the property was 75.0% leased to five tenants, the same as at
securitization.  The two largest tenants, Verizon Avenue and
SAVVIS Communications, comprise approximately 50.0% of the total
net rentable area.  Moody's LTV is 68.4%, compared to 67.5% at
securitization.  Moody's current shadow rating is Baa3, the same
as at securitization.

The Pittsburgh Renaissance Loan is secured by a 300-room full-
service hotel located in downtown Pittsburgh, Pennsylvania.  The
hotel opened in 2001, following a $50 million conversion of the
landmark Fulton Building, originally constructed in 1906.  RevPAR
for the nine-month period ending September 2005 was $99.45,
compared to $100.70 at securitization.  Based on year to date
operating results through September 2005 and the borrower's budget
for calendar year 2006 the hotel is performing below Moody's
expectations.  Although RevPAR has experienced only a slight
decline from securitization, food & beverage revenue is less than
projected and expenses are higher than projected. Moody's is
placing Class K-PR, which is secured solely by this loan, on
review for possible downgrade pending receipt and review of
additional information.


GS MORTGAGE: Moody's Upgrades Ratings on Class F & G Certificates
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of four classes of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 1998-GL II:

   * Class A-1, $54,130,800, Fixed, affirmed at Aaa
   * Class A-2, $694,315,000, Fixed, affirmed at Aaa
   * Class X, Notional, affirmed at Aaa
   * Class B, $91,595,000, Fixed, affirmed at Aaa
   * Class C, $84,549,000, Fixed, upgraded to Aaa from Aa2
   * Class D, $98,641,000, Fixed, upgraded to Aaa from A2
   * Class E, $70,458,000, Fixed, upgraded to A1 from Baa2
   * Class F, $63,411,000, Fixed, upgraded to Ba1 from Ba2
   * Class G, $28,183,997, Fixed, upgraded to Ba2 from B2

As of the April 13, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 15.9 %
to $1.2 billion from $1.4 billion at securitization.  The
Certificates are collateralized by ten mortgage loans, of which
three have fully defeased and two have partially defeased.  The
remaining non-defeased loans range in size from 8.0% to 24.7% of
the current pool balance.

Classes C, D, E, F and G have been upgraded due to a higher
percentage of defeased loans since Moody's last full review in
March 2005, the improved performance of four of the seven
remaining loans and increased credit support from loan
amortization.  All of the loans provide for amortization on 25-
year schedules except for the Green Acres and the Crystal City
Pool Loans, which amortize on 30-year schedules.

The URS Pool Loan is secured by 29 cold storage properties
totaling 4.4 million square feet.  While revenue was flat from
calendar years 2002 to 2004, net operating income declined to
$41.2 million from $43.7 million.  Affiliates of Vornado Realty
Trust, Crescent Real Estate Equity Company and The Yucaipa
Companies, L.L.C. own and operate the properties.  Moody's loan to
value ratio is 67.7%. Moody's current shadow rating is Ba1.

The Theraldson Pool Loan B is secured by 93 limited service
hotels, which are located in 17 states.  The portfolio contains
approximately 5,951 rooms, which are flagged under the Fairfield
Inn, Comfort Inn, Hampton Inn, and Residence Inn brands, as well
as others.  The properties are owned and managed by affiliates of
Theraldson Motels, Inc.  Moody's LTV is 53.9%. Moody's current
shadow rating is Aaa.

The Green Acres Loan is secured by the fee interest in a 1.8
million square foot regional mall and by the leasehold interest in
Plaza at Green Acres, a 177,000 square foot convenience center.
Green Acres Mall, which is located in Valley Stream, New York, is
anchored by Macy's, J. C. Penney, Sears, and BJ's Wholesale Club.
The Plaza at Green Acres is anchored by Wal-Mart.  The property
was 88.5% occupied as of November 2005.  The mall and convenience
center are owned by affiliates of Vornado Realty Trust.  Moody's
LTV is 52.6%. Moody's current shadow rating is Aaa.

The Americold Pool Loan is a 50.0% pari passu interest in the
Total Americold Pool Loan.  The loan is secured by 29 cold storage
properties totaling approximately 5.9 million square feet of
space.  While revenue for the portfolio increased by approximately
7.5% from $161.6 million in calendar year 2002 to $173.8 million
in calendar year 2004, net operating income has remained flat at
$49.4 million.  Affiliates of Vornado Realty Trust, Crescent Real
Estate Equity Company and The Yucaipa Companies, L.L.C. own and
operate the properties.  Moody's LTV is 67.1%.  Moody's current
shadow rating is Ba1.

The Marriott Desert Springs Loan is secured by an 884-room resort
hotel, which contains five restaurants, two golf courses, a 30,000
square foot spa and approximately 30,000 square feet of meeting
space.  In calendar year 2005 net cash flow was $14.9 million,
compared to $20.2 million at securitization and compared to $12.4
million in calendar year 2004.  The borrower is an affiliate of
Host Marriott.  Moody's LTV is 63.3%. Moody's current shadow
rating is Baa3.

The Theraldson Pool Loan A comprises approximately 8.1% of the
pool balance.  Since Moody's last full review approximately 53.9%
of the outstanding loan balance has defeased.  The loan is
currently secured by 47 limited service hotels, which contain
approximately 3,463 rooms flagged under the Fairfield Inn, Comfort
Inn, Hampton Inn, and Residence Inn brands as well as others.  The
properties are owned and managed by affiliates of Theraldson
Motels, Inc.  Moody's LTV is 43.3%.  Moody's current shadow rating
is Aaa.

The Crystal City Pool Loan is secured by a deed of trust on three
office buildings located in Crystal City, Virginia.  The
properties contain approximately 585,200 square feet of office
space.  As of September 2005, the properties were 87.5% occupied,
compared to 97.0% at securitization.  Moody's LTV is 52.9%.
Moody's current shadow rating is Aa2.


HALUK BEKIROGLU: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Haluk Bekiroglu and Vija Bekiroglu
         3470 Tidewater Drive
         Weeki Wachee, Florida 34607

Bankruptcy Case No.: 06-01795

Type of Business: The Debtors own four businesses:
                  Bekiro Corporation, a Burger King franchisee;
                  Bekiroglu Family Properties, LLC, rents five
                  real estate properties; The Bekiroglu Realty
                  Trust owns a single house; and OGLU Land Trust
                  rents two real estate properties.

Chapter 11 Petition Date: April 20, 2006

Court: Middle District of Florida (Tampa)

Debtors' Counsel: Buddy D. Ford, Esq.
                  Buddy D. Ford, P.A.
                  115 North MacDill Avenue
                  Tampa, Florida 33609
                  Tel: (813) 877-4669
                  Fax: (813) 8775-543

Total Assets: $4,988,895

Total Debts:  $2,989,788

Debtors' 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
SunTrust Mortgage                Homestead located     $780,000
1001 Semmes Avenue               at 3470 Tidewater
Richmond, VA 23224               Drive, Weeki
                                 Wachee, FL 34607

Citizens Bank                    Home Equity Line      $502,906
1 Citizens Drive                 of Credit for
Riverside, RI 02915              Massachusetts
                                 property

Chevy Chase Federal              Conventional Real     $307,341
Savings Bank                     Estate Mortgage
6200 Chevy Chase Drive           for North
Laurel, MD 20707                 Carolina property

Bank of America Mortgage         Conventional Real     $292,982
475 Crosspoint Parkway           Estate Mortgage
Getzville, NY 14068

Massachusetts Commission         Civil Action          $284,189
vs Discrimination &
Donna Girourd
Attn: John D. Burke, Esq.
14 Beacon Street, Suite 300
Boston, MA 02108

BB&T                             Conventional Real     $213,223
P.O. Box 1847                    Estate Mortgage
Wilson, NC 27894                 for North
                                 Carolina property

Wachovia Bank NA/FTU             Home Equity Line      $181,201
P.O. Box 3117                    of Credit for
Winston Salem, NC 27102          North Carolina
                                 Property

Bank of America                  Home Equity Line      $150,068
4161 Piedmont Parkway            Of Credit for
Greensboro, NC 27410             Massachusetts
                                 property

SunTrust Mortgage                Conventional Real     $102,400
                                 Estate Mortgage

BB&T                             Home Equity Line       $80,994
                                 of Credit


Bank of America                  Home Equity Line       $83,463
                                 of Credit for North
                                 Carolina Property


Town of Walpole                  Real Estate Taxes       $6,000
                                 for Massachusetts
                                 property

Colgate                          Educational             $4,488

GEMB/Care Credit                 Charge Account            $236

Capital 1 Bank                   Credit Card               $200

Cavalry Portfolio Services       Returned Check             $96
                                 From Sears

Fleet National Bank              Check Line of Credit        $1


HEXION SPECIALTY: Launches Cash Tender Offers for Senior Notes
--------------------------------------------------------------
Hexion Specialty Chemicals, Inc. commenced cash tender offers and
consent solicitations for any and all of the outstanding:

   (i) $328,000,000 principal amount at maturity of 13-1/2% Senior
       Subordinated Notes due 2010,

  (ii) $200,000,000 principal amount at maturity of 9-1/2% Senior
       Second Secured Notes due 2010 and

(iii) $140,000,000 principal amount at maturity of 8% Senior
       Secured Notes due 2009

issued by Hexion and HSC Capital Corporation.

The tender offers and consent solicitations are being made on the
terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated April 20, 2006
and the related Consent and Letter of Transmittal which more fully
set forth the terms of the tender offers and consent
solicitations.  Hexion is soliciting consents to eliminate most of
the restrictive covenants and certain events of default in the
indentures under which the Notes were issued and to terminate the
security interests that secure certain obligations under the 8%
Notes and 9-1/2% Notes.

The total consideration for each $1,000 principal amount of the
13-1/2% Notes tendered and accepted for purchase pursuant to the
tender offer will be $1,071.25.  The total consideration for each
$1,000 principal amount of the 9-1/2% Notes will be $1,050.00.
The total consideration for the 8% Notes tendered and accepted for
purchase pursuant to the tender offer will be determined as
specified in the Offer Documents, on the basis of a yield to the
first redemption date equal to the sum of

   (i) the yield (based on the bid side price) of the 2.875% U.S.
       Treasury Security due Nov. 30, 2006, as calculated by
       Credit Suisse Securities (USA) LLC in accordance with
       standard market practice on the Price Determination Date,
       as described in the Offer Documents, plus

  (ii) a fixed spread of 50 basis points.

Hexion will pay accrued and unpaid interest up to, but not
including, the applicable payment date.  Each holder who validly
tenders its Notes and delivers consents on or prior to May 3, 2006
shall be entitled to a consent payment, which is included in the
total consideration above, of $30 for each $1,000 principal amount
of Notes tendered by such holder if such Notes are accepted for
purchase pursuant to the tender offers.  Holders who tender Notes
are required to consent to the proposed amendments to the
indentures and the collateral agreements.

The tender offers by Hexion will expire at midnight, New York City
time, on May 17, 2006, unless extended or earlier terminated by
Hexion.  The consent solicitations will expire on May 3, 2006,
unless extended.

Tenders of Notes prior to the Consent Date may be validly
withdrawn and consents may be validly revoked at any time prior to
the Consent Date, but not thereafter unless the tender offers and
the consent solicitations are terminated without any Notes being
purchased.  Hexion reserves the right to terminate, withdraw or
amend the tender offers and consent solicitations at any time
subject to applicable law.

Hexion expects to pay for any Notes purchased pursuant to its
tender offer and consent solicitation in same-day funds on a date
promptly following the expiration of its tender offer.  In
addition, Hexion may accept and pay for any Notes at any time
after the Consent Date, in its sole discretion.

Hexion's tender offer is subject to the conditions set forth in
the Offer Documents including the receipt of consents of the
noteholders representing a majority in aggregate principal amount
of each series of Notes and is conditioned upon Hexion obtaining
the financing necessary to pay for the Notes and consents in
accordance with the terms of the tender offers and consent
solicitations.

Hexion has retained Credit Suisse Securities (USA) LLC to act as
Dealer Manager in connection with the tender offers and consent
solicitations.  Questions about the tender offers and consent
solicitations may be directed to:

     Credit Suisse Securities (USA) LLC
     Telephone (212) 538-0652 (collect)
     Toll Free (800) 820-1653

Copies of the Offer Documents and other related documents may be
obtained from the information agent for the tender offers and
consent solicitations:

     D.F. King & Co., Inc.,
     Telephone (212) 269-5550 (collect)
     Toll Free (800) 290-6426

                     About Hexion Specialty

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.


INTEGRATED HEALTH: IHS Liquidating Wants to Settle Nine Tax Claims
------------------------------------------------------------------
To minimize the burden on estate assets and to avoid the necessity
of extending the claims objection process to the point of
litigation, Integrated Health Services, Inc., and certain of its
direct and indirect subsidiaries made a concerted effort to
amicably settle with claimants towards a reconciliation and
settlement of the allowed amount of each of their claims.

Specifically, the IHS Debtors negotiated with seven claimants,
which asserted these claims:

   Claimant             Claim No.    Unsecured    Priority
   --------             ---------    ---------    --------
   CA Employment          12985        $18,170     $99,072
   Development Program

   Macon-Bibb County        315             72         727
   Tax Commissioner

   Minnesota Dept. of      5280                     36,951
   Economic Security

   New Jersey Div.        14129                    182,829
   of Taxation

   Texas Comptroller      12566                  2,395,430
   of Public Accounts

   Wisconsin Div.          8168          1,551      21,817
   of Revenue             13207          1,888      33,060

Fort Worth Independent School District asserts a secured claim --
Claim No. 13957 -- for $13,296.

New Jersey Division of Taxation also asserts an administrative
claim -- Claim No. 14130 -- for $87,581.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that the Claims represent an
aggregate liability to the IHS Debtors' estates of approximately
$2,804,871, including priority claims of $2,769,890, and a secured
claim of $13,296.

Each of the Claims represents tax liabilities asserted against the
IHS Debtors by various governmental authorities.  As the IHS
Debtors filed tax returns and reviewed their books and records,
they arrived at dollar figures that were different from the ones
listed on the proofs of claims.

                   The Settlement Agreements

Upon reaching a determination as to the correct claim amount of
each asserted claim, the IHS Debtors and the Claimants executed
separate settlement agreements, which immortalized the parties'
settlement.

By this motion, IHS Liquidating LLC, as successor to the IHS
Debtors, asks the U.S. Bankruptcy Court for the District of
Delaware to approve the Settlement Agreements with the Claimants.

Under the Agreements, the parties agreed to these settlement
amounts:

   Claimant             Claim No.    Unsecured    Priority
   --------             ---------    ---------    --------
   CA Employment          12985        $67,242     $50,000
   Development Program

   Macon-Bibb County        315              0           0
   Tax Commissioner


   Minnesota Dept. of      5280                     16,384
   Economic Security

   New Jersey Div.        14129                    120,000
   of Taxation

   Texas Comptroller      12566      1,758,709     615,000
   of Public Accounts

   Wisconsin Div.          8168          1,551      21,626
   of Revenue             13207          1,888       4,140

Fort Worth's Claim No. 13957 is reduced to $2,998 while NJ Div. of
Taxation's Claim No. 14130 is reduced to $80,713.  Both claims
retain their claim status.

Mr. Brady points out that the aggregate settlement amount of the
nine Claims pursuant to the Settlement Agreements is approximately
$2,659,542, of which only $827,151 is entitled to priority, and
$2,998 is secured, which results in substantial savings to the
estates, without incurring the costs associated with prosecuting
claim objections that have already been filed, or filing new claim
objections to the Claims.

Mr. Brady also asserts that the priority and secured obligations
against the IHS Debtors will be reduced by approximately
$1,953,037.

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 $65.7 Million Net Loss in Fourth Quarter
-------------------------------------------------------------
Intelsat, Ltd., reported its financial results for the three
months and fiscal year ended December 31, 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.  The company also reported EBITDA, or
Intelsat earnings before interest, taxes and depreciation and
amortization, of $194.8 million, or 66% of revenue for the
quarter, and the company also reported Sub Holdco Adjusted EBITDA
for the same period of $212.7 million, or 72% of revenue2.

For the full-year 20053, Intelsat reported revenue of
$1.171 billion and a net loss of $325.3 million.  EBITDA for
full-year 2005 was $655.9 million, or 56% of revenue.  Sub
Holdco Adjusted EBITDA for the year ended December 31, 2005 was
$837.9 million, or 72% of revenue.

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 and improved
performance in our Network Services and Telecom sector," said
Intelsat Chief Executive Officer Dave McGlade.  "GlobalConnex, 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."

"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," Mr. McGlade continued.  "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 Update

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-U.S. regulatory approvals that will be required in advance of
closing the transaction, beyond those already obtained.  With
respect to the United States, on January 20, 2006, Intelsat was
informed by the Committee on Foreign Investment in the United
States 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 U.S. regulatory approvals required before
the PanAmSat transaction may close, from the Federal
Communications Commission and the Department of Justice.  sWith
respect to the DoJ, as previously disclosed, Intelsat and PanAmSat
received so-called "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.  sI 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."

   Financial Results for the Three Months Ended Dec. 31, 2005

The comparison of Intelsat's results for the three-month period
ended December 31, 2005 compared with the corresponding prior-year
period reflects the full-quarter impact of the COMSAT General
business, which the company acquired in October 2004 and
integrated into its existing government business, Intelsat
General.

Total revenue increased $11.5 million, or 4 percent, to
$294.9 million for the three months ended December 31, 2005 from
$283.4 million for the three months ended December 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 sector.  Channel services revenue, a product
primarily sold to NS&T customers, declined by $11.7 million to
$51.8 million, in line with recent trends.  This decline was
largely offset by an increase of $9.1 million in revenue to
$32.2 million from managed solutions sold to the NS&T customers.
Other revenues, primarily generated from mobile satellite services
sold by IGen, totaled $16.2 million, as compared to less than
$11.5 million in the prior-year period.

Total operating expense of $242.3 million for the fourth quarter
of 2005 was $68.2 million, or 22% lower than the $310.5 million
reported for the three months ended December 31, 2004.  Excluding
the $84.4 million non-cash impairment charge related to the IA-7
satellite taken during the fourth quarter of 2004, operating
expense for the fourth quarter of 2005 was 7% higher than for the
fourth quarter of 2004.  The largest component of total operating
expense was depreciation and amortization expense, which increased
$26.1 million to $147.2 million for the three months ended
December 31, 2005, primarily due to purchase accounting treatment
following the acquisition of Intelsat, Ltd. by Intelsat Holdings,
Ltd. in January 2005, as well as the IA-8 satellite, which entered
service in July 2005.  Excluding depreciation and amortization
expense, and the non-cash impairment charge, operating expense
in the fourth quarter of 2005 declined to $95.1 million from
$105.0 million in the three months ended December 31, 2004,
reflecting lower staff costs and lower miscellaneous expense
offset by incremental operating expenses associated with the
COMSAT General business that is now part of IGen.

Net loss for the three months ended December 31, 2005, was
$65.7 million, compared with net loss of $56.9 million for the
three months ended December 31, 2004.  The factors, in addition to
higher interest expense resulting from the financings in 2005,
contributed to the slightly higher net loss in the fourth quarter
of 2005.

EBITDA increased $107.4 million, or 123%, to $194.8 million, or
66% of revenue, for the three months ended December 31, 2005, from
$87.4 million, or 31% of revenue, for the three months ended
December 31, 2004.  The increase was primarily due to the
reduction in 2004 EBITDA due to the IA-7 impairment charge, and
the increased revenues and lower operating expenses in 2005, as
described above.  Sub Holdco Adjusted EBITDA for the three months
ended December 31, 2005, was $212.7 million, or 72% of revenue, as
compared to the $205.9 million, or 73% of revenue, for the three
months ended December 31, 2004.

     Financial Results for the Year Ended December 31, 2005

On January 28, 2005, Intelsat, Ltd. was acquired by Intelsat
Holdings, Ltd.  For comparative purposes, when we refer in this
press release to our results for the year ended December 31, 2005,
we are referring to the Company's combined results for the period
from January 1, 2005, through January 31, 2005, and for the period
(post-Acquisition) from February 1, 2005 through December 31,
2005.

Total year results for 2005 reflect the impact of purchase
accounting treatment following the Acquisition and the full year
effect of two business acquisitions, namely the acquisition of the
Intelsat Americas satellites and the Comsat General Acquisition.
The Intelsat Americas satellites were acquired in March 2004.

Total revenue increased $127.6 million, or 12%, to $1.17 billion
for the year ended December 31, 2005, from $1.04 billion for
the year ended December 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.  Channel services revenue
declined by $41.4 million to $223.3 million, in line with recent
trends, with this decline partially offset by an increase of
$35.3 million in revenue from our managed solutions, which totaled
$110.9 million.

Total operating expenses for the year ended December 31, 2005,
were $1.08 billion, including a satellite impairment charge of
$69.2 million related to the January 2005 failure of the IS-804
satellite, as compared to $878.8 million reported for the year
ended December 31, 2004, including the previously described
$84.4 million impairment charge for the IA-7 satellite.
Depreciation and amortization expense increased $116.1 million to
$573.5 million for the year ended December 31, 2005, primarily due
to: purchase accounting treatment following the Acquisition; the
IS-10-02 and IA-8 satellites that entered service in September
2004 and July 2005 respectively; and a full year of depreciation
recorded on the Intelsat Americas satellites compared with
approximately nine months in the prior year.  These factors were
offset in part by the write-off of the IS-804 satellite and the
write-down of the IA-7 satellite.

Direct costs of revenue exclusive of depreciation and amortization
increased $65.3 million to $243.5 million for the year ended
December 31, 2005, from $178.2 million for the year ended
December 31, 2004.  The increase was principally due to increases
in cost of third-party satellite capacity and other communications
services in connection with revenues generated by the IGen
business and additional leased fiber capacity costs due to growth
in our managed solutions offerings.

Selling, general and administrative expenses increased
$42.5 million, or 28%, to $194.6 million for the year ended
December 31, 2005, from $152.1 million for the year ended
December 31, 2004.  The increase was due primarily to increases in
professional fees of $46.2 million, incurred mainly in connection
with the Acquisition, and employee related costs for severance and
equity and other compensation related to the Acquisition, totaling
approximately $31.8 million.  These increases were offset by a
$15.9 million decrease in bad debt expense, due in part to
payments of past due amounts from customers who are also former
shareholders of the company following their receipt of proceeds
from the Acquisition, and in part to customer payments in
connection with bankruptcy settlements.

Net loss for the year ended December 31, 2005, was $325.3 million,
as compared to $38.7 million for the year ended December 31, 2004,
primarily due to higher operating expenses as described above and
higher interest expense resulting from financings in 2005.  These
higher expenses were partially offset by higher revenue
attributable to full year contributions of the Intelsat Americas
assets and the IGen business.

EBITDA increased $79.7 million to $655.9 million, or 56% of
revenue, for the year ended Dec. 31, 2005, from $576.2 million, or
55% of revenue for the year ended December 31, 2004.  The increase
in EBITDA reflected stronger revenues overall and the full year
contributions of the Intelsat Americas assets and the IGen
business, offset somewhat by the IS-804 write-off and
Acquisition-related charges.  Sub Holdco Adjusted EBITDA for the
year ended December 31, 2005, of $837.9 million, or 72% of
revenue, compared favorably to the $826.6 million, or 79% of
revenue, for the year ended December 31, 2004.

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

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.


JEAN COUTU: Fitch Junks Rating on Senior Subordinated Notes
-----------------------------------------------------------
Fitch Ratings initiated coverage of The Jean Coutu Group Inc. with
these ratings:

   -- Issuer Default Rating 'B-'
   -- Senior Secured Revolving Credit Facility 'BB-/RR1'
   -- Senior Secured Term Loans 'BB-/RR1'
   -- Senior Unsecured Notes 'B+/RR2'
   -- Senior Subordinated Notes 'CCC+/RR5'

The Rating Outlook is Stable.  Approximately $2.5 billion of debt
is affected by these actions.

The ratings reflect:

   * Jean Coutu's ongoing integration of 1,549 Eckerd stores;
   * the company's significant leverage; and
   * the highly competitive drug retailing operating environment.

Also considered is:

   * the company's good market positions and brand name
     recognition;

   * its convenient store locations; and

   * positive industry fundamentals.

In August 2004, Jean Coutu acquired 1,549 Eckerd stores from J.C.
Penney Company, Inc. located primarily in the highly competitive
mid-Atlantic market of the U.S. for $2.493 billion.  The
acquisition more than tripled Jean Coutu's store base from 655
stores in the fiscal year ending May 31, 2004, to 2,173 stores as
of Feb. 25, 2006, and substantially increased its revenues from
$3.0 billion to $11.0 billion over the same period.  The company
financed the Eckerd acquisition with a combination of:

   * bank borrowings,
   * a senior unsecured debt issue, and
   * a senior subordinated debt issue.

As a result of increased debt, credit metrics significantly
weakened.

While the previous owner spent sizeable capital expenditures on
the stores, the acquired stores were posting weak same store sales
that trailed those of the large competitors.  Since the
acquisition 20 months ago, Jean Coutu has:

   * updated the product mix by rationalizing low margin
     consumables;

   * lowered prices on approximately 10,000 items;

   * re-instituted loss prevention activities; and

   * changed aisle displays.

However, the integration of this acquisition, which was of a much
larger scale than the company's previous acquisitions, remains 12
months behind plan, due in part to the lack of systems integration
as well as supply chain issues.

Since January 2006, Jean Coutu has formed a dedicated team which
has developed an integration plan that the company expects to
execute during calendar 2006.  This includes:

   * implementing various internal systems in both the pharmacy
     and front-end departments;

   * rationalizing the distribution network; and

   * updating the merchandising and pricing strategy.

While these efforts combined with positive U.S. industry
fundamentals are expected to benefit the company's store network,
Jean Coutu will continue to be challenged by ongoing pressures
from competitive growth as well as the impact of industry trends
such as lower reimbursement rates.  In addition, effect of
Medicare Part D on Jean Coutu's future operating performance
remains uncertain.

Fitch anticipates that Jean Coutu's operating results and credit
measures will continue to be challenged given the remaining
integration efforts and competitive marketplace.  Future
improvement in credit statistics are contingent on managements
ability to execute the integration plan and drive store traffic.
For the latest twelve month period ending Feb. 26, 2006, total
adjusted debt/EBITDAR was 6.2x and EBITDAR coverage of interest
plus rents was 1.8x.

The ratings of the various classes of debt listed above reflect
their respective recovery prospects.  Fitch's recovery analysis
assumes an enterprise value of $2.6 billion in a distressed
scenario.  Applying this value across the capital structure
results in outstanding recovery prospects (over 90%) for the $350
million revolving credit facility and the $1.7 billion term loans,
which have a first priority security interest on essentially all
the company's existing and future assets, and a first priority
pledge of the capital stock of the subsidiaries inventories and
receivables.  The $350 million of senior unsecured notes have
above average recovery prospects (70-90%) and the $850 million
senior subordinated notes have below average recovery prospects
(11-30%).

Fitch's Recovery Ratings, introduced in 2005, are a relative
indicator of creditor recovery on a given obligation in the event
of a default.


JILL KELLY: Gets $1.765 Mil. Purchase Offer from Penthouse Media
----------------------------------------------------------------
Jill Kelly Productions, Inc. received an offer from Penthouse
Magazine to acquire the Company's significant assets for $1.765
million.  Competitors Playboy and New Frontier Media also
participated at the California bankruptcy court auction.

The $1.765 million acquisition will further expand Penthouse's
multi-media platform, which includes: publishing, television,
Internet and mobile services and will make Penthouse an even
bigger player in the adult DVD arena.

"The JKP assets contain a treasure trove of over 400 high-quality
adult feature films and compilations, including over 60 as-yet-
unreleased titles," says Penthouse CEO Marc H. Bell.  "In this
case, Jill Kelly's devoted fan base will drive viewership and
sales of adult products and services to the mutual benefit of
Penthouse and its mobile licensees, Internet webmasters and cable
and satellite television affiliates."

"Platform wise, the acquisition will have a positive impact across
the board," says Penthouse President of Entertainment, Jim
English, "but will provide the greatest boost to our Penthouse TV
broadcast network.  The JKP library of movies will be a welcome
addition to our much anticipated adult line-up of original
programs and movies."

                About Penthouse Media Group Inc.

Headquartered in Boca Raton, Florida, Penthouse Media Group Inc.
-- http://www.penthouse.com/-- is an international, multimedia
entertainment company.  Founded in 1965, Penthouse is globally
recognized as one of the premier brands in adult entertainment and
publishes one of the most widely circulated groups of men's
lifestyles publications.  The company also operates a popular
adult entertainment website and provides adult video entertainment
and a broad array of products and services via its numerous
licensees.

                      About Jill Kelly

Headquartered in Hollywood, California, Jill Kelly Productions,
Inc. -- http://www.jillkellyproductions.com/-- is an adult
entertainment company specializing in the production, development
and distribution of high-quality films, pictures, and other
related adult oriented content on a world-wide basis.  The Company
filed for chapter 11 protection on Aug. 8, 2005 (Bankr. C.D.
Calif. Case No. 05-15389).  Todd B. Becker, Esq., represents the
Debtor.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $1 million and $10 million.


JP MORGAN: Moody's Holds Low-B Ratings on Six Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of two classes and
affirmed the ratings of 20 classes of J.P. Morgan Chase Commercial
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2003-CIBC6:

   * Class A-1, $176,427,182, Fixed, affirmed at Aaa
   * Class A-2, $653,188,000, Fixed, affirmed at Aaa
   * Class X-1, Notional, affirmed at Aaa
   * Class X-2, Notional, affirmed at Aaa
   * Class B, $31,189,000, Fixed, upgraded to Aa1 from Aa2
   * Class C, $32,488,000, Fixed, upgraded to A1 from A2
   * Class D, $11,696,000, Fixed, affirmed at A3
   * Class E, $14,295,000, Floating, affirmed at Baa1
   * Class F, $10,396,000, Floating, affirmed at Baa2
   * Class G, $12,996,000, Floating, affirmed at Baa3
   * Class H, $15,594,000, Fixed, affirmed at Ba1
   * Class J, $5,198,000, Fixed, affirmed at Ba2
   * Class K, $7,797,000, Fixed, affirmed at Ba3
   * Class L, $5,198,000, Fixed, affirmed at B1
   * Class M, $3,899,000, Fixed, affirmed at B2
   * Class N, $1,300,000, Fixed, affirmed at B3
   * Class AC-1, $1,916,061, Fixed, affirmed at Baa1
   * Class AC-2, $2,874,091, Floating, affirmed at Baa2
   * Class AC-3, $2,874,091, Floating, affirmed at Baa3
   * Class BM-1, $3,954,838, Floating, affirmed at Aa3
   * Class BM-2, $6,426,612, Floating, affirmed at A2
   * Class BM-3, $4,449,193, Floating, affirmed at A3

As of the April 12, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 3.8% to
$1.02 billion from $1.06 billion at securitization.  The
Certificates are collateralized by 129 loans, ranging in size from
less than 1.0% to 8.2% of the pool, with the top ten loans
representing 34.2% of the pool.  The pool includes two shadow
rated investment grade loans, which represent 14.0% of the pool.
Six loans, representing 5.3% of the pool, have defeased and are
collateralized by U.S. Government securities.

To date there have been no realized losses to the pool.  One loan,
representing less than 1.0% of the pool, is in special servicing.
Moody's is not projecting any losses from the specially serviced
loan at this time.  Twenty-two loans, representing 11.1% of the
pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2004 and partial or full year
2005 operating results for 98.6% and 38.1% of the performing
loans, respectively.  Moody's weighted average loan to value ratio
for the conduit component is 88.8%, compared to 89.6% at
securitization.  The upgrade of Classes B and C is due to stable
overall pool performance and increased credit support.

The largest shadow rated loan is the Battlefield Mall Loan, which
represents the senior component of a $99.0 million mortgage loan.
The loan is secured by a 1.2 million square foot regional mall
located in Springfield, Missouri.  It is the only mall in its
trade area and is anchored by J.C. Penney, Dillard's, Famous-Barr,
Dillard's Womens and Sears.  In-line space is 94.8% occupied,
essentially the same as at securitization.  The subordinate note
is held within the trust and is the security for non-pooled
Classes BM-1, BM-2 and BM-3.  The loan sponsor is Simon Property
Group, Inc.  Moody's current shadow rating of the senior loan
component is Aa2, the same as at securitization.

The second shadow rated loan is the One Alliance Center Loan,
which represents the senior component of a $67.2 million mortgage
loan.  The loan is secured by a leasehold interest in a 550,000
square foot Class A office building located in the Buckhead
submarket of Atlanta, Georgia.  The property is 99.9% occupied,
compared to 94.2% at securitization.  The major tenants are S1, an
integrated financial services and software company and Towers
Perrin Corporation.  S1 currently occupies approximately two-
thirds of its leased square footage and subleases the remaining
space.  The tenant has the option to return a portion of its space
at the 60th month of its lease with the payment of a termination
fee.  The subordinate note is held within the trust and is the
security for non-pooled Classes AC-1, AC-2 and AC-3. The loan
sponsor is Trizec Properties, Inc.  Moody's current shadow rating
of the senior loan component is A3, the same as at securitization.

The top three conduit loans represent 9.3% of the pool.  The
largest conduit loan is the International Paper Center Loan, which
is secured by a leasehold interest in a 214,000 square foot Class
A office building located in Memphis, Tennessee.  The property is
one of three identical office towers that serve as the
headquarters for International Paper Company.  The lease with
International Paper expires in April 2017 and the tenant has two
five-year renewal options.  Moody's LTV is 90.8%, compared to
91.9% at securitization.

The second largest conduit loan is the Deerfield Mall Loan, which
is secured by a 372,000 square foot retail center located in
Deerfield Beach, Florida.  Major tenants include Publix, TJ Maxx,
an eight-screen movie theater, Marshall's and OfficeMax.  The
center is 99.0% occupied, compared to 96.0% at securitization.
Moody's LTV is 90.3%, compared to 94.6% at securitization.

The third largest conduit loan is the Shelbyville Road Plaza Loan,
which is secured by a 250,000 square foot community shopping
center located in Louisville, Kentucky.  Major tenants are Linens-
n-Things, Circuit City, Wild Oats Market and Borders. The center
is 100.0% occupied, the same as at securitization. Moody's LTV is
82.2%, compared to 86.1% at securitization.

The pool's collateral is a mix of retail, office, multifamily,
industrial and self storage and U.S. Government securities.  The
highest state concentrations are California, Georgia, New York,
Missouri, and New Jersey.  All of the loans are fixed rate.


KAISER ALUMINUM: Asks Court to Okay AIG Settlement Agreement
------------------------------------------------------------
AIG Member Companies issued certain insurance policies insuring
Kaiser Aluminum & Chemical Corporation.  These policies are at
issue in a products coverage action and a premises coverage action
KACC instituted against certain insurers in the Superior Court of
California for the County of San Francisco in 2000.

The insurance coverage at issue in the Products Coverage Action
spans the period from 1959 to 1985 and involves more than 300
insurance policies.  In the Products Coverage Action, KACC seeks a
declaratory judgment that the Insurers are obligated to cover the
asbestos-related bodily injury products liability claims that have
been asserted against KACC.  The Products Coverage Action also
seeks damages for breach of contract and breach of the covenant of
good faith and fair dealing against several of the Insurers.  If
successful, the Products Coverage Action would establish KACC's
rights, and the Insurers obligations, with respect to the Asbestos
Products Claims and would allow KACC to recover its costs from the
Insurers in connection with the defense and settlement of the
Asbestos Products Claims.

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

The AIG Parties issued certain other policies, which are not at
issue in the Coverage Actions.

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

The principal terms of the Settlement Agreement are:

   (a) The AIG Member Companies will pay 37.5% of trust expenses
       and the liquidation values of Asbestos Personal Injury
       Claims liquidated by the PI Asbestos Trust and Silica
       Personal Injury Claims liquidated by the PI Silica Trust,
       subject to (i) certain quarterly caps and associated
       rollover provisions, and (ii) an aggregate cap of
       $567,885,590.  The AIG Member Companies will pay the
       Settlement Amount to the Funding Vehicle Trust.

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

   (c) KACC Parties agree to release all of their rights under
       the Subject Policies and certain other rights under the
       Other AIG Parties Policies and to dismiss each of the AIG
       Member Companies from the Coverage Actions.

   (d) The Settlement Agreement covers all claims that might be
       covered by the Subject Policies.  KACC will sell the
       Subject Policies back to the AIG Member Companies, and the
       AIG Member Companies will buy back the Subject Policies,
       free and clear of all liens, claims or interests, with the
       AIG Member Companies' payment of the Settlement Amount
       constituting the consideration for the buy-back.

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

   (f) The AIG Parties will not seek reimbursement of any
       payments that the AIG Member Companies are obligated to
       make under the Settlement Agreement.

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

The effect of the Settlement Agreement is to:

   (a) eliminate KACC's continuing costs of prosecuting the
       Coverage Actions against the AIG Member Companies;

   (b) eliminate uncertainty regarding future payments by the AIG
       Member Companies; and

   (c) secure the payment over time of a substantial aggregate
       amount from the AIG Member Companies without further delay
       and cost to KACC.

Thus, the Debtors ask the Court to:

   -- approve the Settlement Agreement;

   -- authorize the sale of the Subject Policies to the AIG
      Member Companies free and clear of liens, claims, interests
      and other encumbrances; and

   -- enjoin all Claims against the AIG Parties relating to or
      attributable to the Subject Policies, including, but not
      limited to, any Claims in the nature or sounding in tort,
      contract, warranty or any other theory of law, equity or
      admiralty.

                       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)


KAISER ALUMINUM: Makes Non-Material Changes to 2005 Annual Report
-----------------------------------------------------------------
Kaiser Aluminum Corporation filed with the Securities and
Exchange Commission an amendment to its Annual Report on Form
10-K for the fiscal year ended December 31, 2005, to modify
certain of the language included in Item 9A Controls and
Procedures.

Kaiser disclosed that an evaluation of the effectiveness of the
design and operation of the Company's disclosure controls and
procedures was performed as of the end of 2005 under the
supervision of and with the participation of the Company's
management, including the principal executive officer and
principal financial officer.  Based on that evaluation, the
Company's principal executive officer and principal financial
officer concluded that the Company's disclosure controls and
procedures were not effective.

According to Jack A. Hockema, KAC president and chief executive
officer, the Company did not have any change in its internal
controls over financial reporting during the last quarter of 2005
that has materially affected, or is reasonably likely to
materially affect, its internal controls over financial reporting.
However, Mr. Hockema says, the Company does not believe its
internal control environment is as strong as it has been in the
past.

Mr. Hockema relates that the Company's relocation of its corporate
headquarters from Houston, Texas, to Foothill Ranch, California,
and the resignation of a couple of key personnel have made the
year-end accounting and reporting process more difficult.

A full-text copy of the Amendment is available for free at
http://ResearchArchives.com/t/s?830

                       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)


KNIGHT RIDDER: Moody's Downgrades Bond Ratings to Ba1 from Baa3
---------------------------------------------------------------
Moody's Investors Service lowered Knight Ridder's bond ratings to
Ba1 from Baa3, and assigned a Ba1 Corporate Family Rating.  The
commercial paper rating was lowered to Not Prime from Prime-3. The
rating actions conclude the review for downgrade initiated on Nov.
29, 2005, and continued on March 29, 2005 in connection with its
announced sale to The McClatchy Company for $6.5 billion.  The
outlook is stable.

The rating actions reflect that the combined company of McClatchy
and Knight Ridder will have debt-to-free cash flow and debt-to-
EBITDA leverage consistent with speculative-grade levels upon
completion of the acquisition.  Moody's expects debt-to-free cash
flow to remain at levels between 11x and 15x over the intermediate
term despite the company's plans to reduce debt from divestitures
and cash from operations.  Moody's believes the combined company's
concentration in a single industry creates vulnerability to the
increasing level of competitive market share and pricing risk
facing newspapers.  The Ba1 rating reflects Moody's concern over
the company's elevated financial leverage in combination with
growing business and execution risk.

The stable rating outlook reflects Moody's expectation that the
company's focus on markets with above average growth prospects,
increased size and scale, and good operational and cost control
will result in revenue growth and margins exceeding the industry
average.  Moody's anticipates that the company will refrain from
share repurchases and significant acquisitions in the intermediate
term and utilize cash flow to reduce debt.

Knight Ridder Inc., headquartered in San Jose, California, is
currently the second largest newspaper publisher in the U.S. based
on circulation with regional concentrations in California,
Pennsylvania, Florida, Texas, the Carolinas, and the Midwest.

Downgrades:

   Issuer: Knight Ridder, Inc.

   * Issuer Rating, Downgraded to Ba1 from Baa3
   * Senior Unsecured Commercial Paper, Downgraded to NP from P-3
   * Senior Unsecured Regular Bond/Debenture, Downgraded to Ba1
     from Baa3
   * Senior Unsecured Shelf, Downgraded to (P)Ba1 from (P)Baa3

Assignments:

   * Corporate Family Rating, Assigned Ba1

Outlook Actions:

   * Outlook, Changed To Stable From Rating Under Review


KNOBIAS INC: Russell Bedford Raises Going Concern Doubt
-------------------------------------------------------
Russell Bedford Stefanou Mirchandani LLP expressed substantial
doubt about Knobias, 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 operating losses.

In its annual report for the year ended Dec. 31, 2006 on Form
10-K, submitted with the Securities and Exchange Commission on
April 4, 2006, Knobias reported a $2.64 million net loss on
$2.12 million of total revenue.  Subscription revenues increased
$157,309, or 8%, in 2005.  The increase is attributable to
increases in users of the Company's new pipeTrac service, which
increased from no customers to forty subscriptions in December
2005.

The Company's balance sheet at Dec. 31, 2005, showed $388,895 in
total assets and 3,011,199 in total liabilities, resulting in a
stockholders' deficit of $2,622,304.  At Dec. 31, 2005, the
Company had a working capital deficit of $2,815,612.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?825

                          About Knobias

Knobias, Inc. - http://www.knobias.com/-- provides complete
financial information solutions for institutional market
participants, corporations and industry professionals.  Actionable
data is delivered via high-quality applications consisting of
proprietary products; analytics; streaming information; financial
data; fundamental research; and third-party research.  Primarily
through its wholly owned subsidiary, Knobias.com, LLC, it markets
its products to individual investors, day-traders, financial
oriented websites, public issuers, brokers, professional traders
and institutional investors.


LB-UBS COMMERCIAL: Moody's Holds Six Cert. Classes' Low-B Ratings
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of 22 classes of LB-UBS Commercial Mortgage
Trust 2002-C3, Commercial Mortgage Pass-Through Certificates,
Series 2003-C3:

   * Class A-1, $110,338,092, Fixed, affirmed at Aaa
   * Class A-2, $275,000,000, Fixed, affirmed at Aaa
   * Class A-3, $150,000,000, Fixed, affirmed at Aaa
   * Class A-4, $550,837,000, Fixed, affirmed at Aaa
   * Class X-CL, Notional, affirmed at Aaa
   * Class X-CP, Notional, affirmed at Aaa
   * Class X-WC, Notional, affirmed at Aaa
   * Class X-MM1, Notional, affirmed at Aaa
   * Class B, $20,044,000, WAC Cap, upgraded to Aaa from Aa1
   * Class C, $20,044,000, WAC Cap, upgraded to Aaa from Aa2
   * Class D, $13,363,000, WAC Cap, upgraded to Aa2 from Aa3
   * Class E, $13,363,000, WAC Cap, upgraded to Aa3 from A1
   * Class F, $23,384,000, WAC Cap, upgraded to A1 from A2
   * Class G, $10,023,000, WAC Cap, affirmed at A3
   * Class H, $20,044,000, WAC Cap, affirmed at Baa1
   * Class J, $10,022,000, WAC Cap, affirmed at Baa2
   * Class K, $13,363,000, WAC Cap, affirmed at Baa3
   * Class L, $11,692,000, WAC Cap, affirmed at Ba1
   * Class M, $6,681,000, WAC Cap, affirmed at Ba2
   * Class N, $6,682,000, WAC Cap, affirmed at Ba3
   * Class P, $1,670,000, WAC Cap, affirmed at B1
   * Class Q, $8,352,000, WAC Cap, affirmed at B2
   * Class S, $3,341,000, WAC Cap, affirmed at B3
   * Class MM-1, $6,800,000, Fixed, affirmed at Baa1
   * Class MM-2, $5,300,000, Fixed, affirmed at Baa2
   * Class MM-3, $4,567,108, Fixed, affirmed at Baa3
   * Class X-MM2, Notional, affirmed at Aaa

As of the April 17, 2006 distribution date, the transaction's
aggregate principal balance has decreased by approximately 3.7% to
$1.30 billion from $1.35 billion at securitization.  The
Certificates are collateralized by 110 loans, ranging in size from
less than 1.0% to 11.1% of the pool, with the top ten loans
representing 60.9% of the pool.  The pool includes four shadow
rated investment grade loans, which represent 37.4% of the pool.
Ten loans, representing 10.2% of the pool, have defeased and are
collateralized by U.S. Government securities.

The pool has not experienced any losses to date.  One loan,
representing less than 1.0% of the pool, is in special servicing.
Moody's is not projecting a loss from this specially serviced loan
at this time.  Sixteen loans, representing 7.9% of the pool, are
on the master servicer's watchlist.

Moody's was provided with year-end 2004 and partial or full year
2005 operating results for 98.7% and 93.3% of the performing
loans, respectively.  Moody's weighted average loan to value ratio
for the conduit component is 87.7%, compared to 89.9% at
securitization.  The upgrade of Classes B, C, D, E and F is due to
stable overall pool performance, a relatively high percentage of
defeased loans and increased credit support.

The largest shadow rated loan is the Westfield Shoppingtown West
County Loan, which represents the A Note of a $162.8 million
mortgage loan.  The loan is secured by a 1.3 million square foot
regional mall located in Des Peres, Missouri in the St. Louis MSA.
The mall is anchored by J.C. Penney, Nordstrom, Lord & Taylor and
Famous-Barr.  The property is 97.8% leased, essentially the same
as at securitization.  The loan sponsor is Westfield America Inc.
The property is also encumbered by a $19.8 million B Note that is
held outside the trust.  Moody's current shadow rating of the A
Note is A1, the same as at securitization.

The second largest shadow rated loan is the Polaris Fashion Place
Loan, which represents the A Note of a $143.7 million mortgage
loan.  The loan is secured by a 1.6 million square foot regional
mall located in Columbus, Ohio.  The mall is anchored by
Kaufmann's, Sears, Macys, J.C. Penney, Saks Fifth Avenue, Van Maur
and The Great Indoors.  The property is 98.9% leased, essentially
the same as at securitization.  The loan sponsor is Glimcher
Realty Trust.  The property is also encumbered by a $24.8 million
B Note that is held outside the trust.  Moody's current shadow
rating of the A Note is A2, compared to A3 at securitization.

The third largest shadow rated loan is the Monroeville Mall Loan,
which represents the A Note of a $129.0 million mortgage loan. The
loan is secured by a 1.3 million square foot regional mall located
in Monroeville, Pennsylvania, in the Pittsburgh MSA.  The mall is
anchored by Kaufmann's, Macys and J.C. Penney.  The overall
occupancy is 99.0%, compared to 95.7% at securitization. The loan
sponsor is CBL & Associates Properties, Inc.  The property is also
encumbered by a $16.7 million B Note that is held within the trust
and serves as security for non-pooled Classes MM-1, MM-2, MM-3 and
X-MM2.  Moody's current shadow rating of the A Note is A3, the
same as at securitization.

The fourth largest shadow rated loan is the Pembroke Lakes Mall
Loan, which represents the A Note of a $137.6 million mortgage
loan.  The loan is secured by a 1.1 million square foot regional
mall located in Pembroke Pines, Florida in the Fort Lauderdale
MSA.  The mall is anchored by Macys, J.C. Penney, Dilliard's,
Sears and Dillard's Men.  The property is 100.0% occupied,
compared to 98.1% at securitization.  Performance has improved
since securitization due to higher rental income and stable
expenses.  The loan sponsor is General Growth Properties, Inc. The
property is also encumbered by a $30.6 million B Note that is held
outside the trust.  Moody's current shadow rating is Aa1, compared
to Aa2 at securitization.

The top three conduit exposures represent 17.8% of the pool.  The
largest conduit exposure is the Washington Harbour Loan, which is
secured by a 537,000 square foot office complex located in the
Georgetown submarket of Washington, D.C.  The property is 97.4%
occupied, compared to 99.0% at securitization.  The loan has a
five-year term and is interest-only.  Moody's LTV is 84.6%,
essentially the same as at securitization.

The second largest conduit exposure is the Lembi Portfolio, which
is comprised of seven cross-collateralized/cross defaulted loans
secured by 25 multifamily properties totaling 511 units.  All of
the properties are located in the City of San Francisco,
California.  The portfolio's overall occupancy is 93.6%, compared
to 96.3% at securitization.  Two loans are on the master
servicer's watchlist due to low debt service coverage.  The
portfolio's performance has been impacted by the decline in
occupancy and increased expenses.  Moody's LTV is 98.2%, compared
to 93.4% at securitization.

The third largest conduit exposure is the Broadcasting Square
Loan, which is secured by a 468,000 square foot retail shopping
center located in the Reading, Pennsylvania area.  The center is
anchored by Weis Markets, Dick's Sporting Goods, Marshall's and
Babies R'Us, in addition to being shadow anchored by Target.
Moody's LTV is 88.3%, compared to 91.3% at securitization.

The pool's collateral is a mix of retail, office, multifamily,
U.S. Government securities, industrial and self storage and
lodging.  The properties are located in 25 states plus Washington,
D.C. The highest state concentrations are Pennsylvania,
California, Florida, Missouri and Ohio.  All of the loans are
fixed rate.


MARINER ENERGY: Prices 7-1/2% Senior Unsecured Notes Due 2013
-------------------------------------------------------------
Mariner Energy, Inc. (NYSE:ME) reported the pricing, on April 19,
2006, of $300 million of its 7-1/2% senior unsecured notes due
2013, priced to yield 7.75% to maturity.  Mariner plans to use the
net proceeds from the offering to repay debt under its secured
bank credit facility.  The delivery of the notes is expected to
occur on April 24, 2006.

Mariner may redeem the notes at any time prior to April 15, 2010
at a price equal to the principal amount redeemed plus a make-
whole premium, using a discount rate of the Treasury rate plus
0.50% and accrued but unpaid interest.  Mariner may redeem the
notes from time to time, in whole or in part, at the prices
(expressed as percentages of the principal amount redeemed) plus
accrued but unpaid interest beginning on April 15 of the years:

     * 2010 at 103.750%
     * 2011 at 101.875%
     * 2012 and thereafter at 100%

In addition, prior to April 15, 2009, Mariner may redeem up to 35%
of the notes with the proceeds of equity offerings at a price
equal to 107.50% of the principal amount of the notes redeemed.

                   About Mariner Energy, Inc.

Headquartered in Houston, Texas, Mariner Energy, Inc. --
http://www.mariner-energy.com/-- is an independent oil and gas
exploration, development and production company with principal
operations in the Gulf of Mexico and the Permian Basin in West
Texas.  As of March 31, 2006, Mariner had 86,100,994 shares of
common stock issued and outstanding.

                          *     *     *

As reported in the Troubled Company Reporter on April 13, 2006
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to independent exploration and production company
Mariner Energy Inc.  At the same time, Standard & Poor's assigned
its 'B-' senior unsecured debt rating to Mariner's proposed $250
million senior unsecured notes due 2013.  Proceeds from the notes
will be used to repay outstanding borrowings on Mariner's credit
facility.  The outlook is stable.


MAVERICK TUBE: S&P Rates $250 Million Senior Subor. Notes at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Maverick Tube Corp.  Standard & Poor's also
assigned its 'B' subordinated debt rating to the company's $250
million 1.875% senior subordinated convertible notes due
Nov. 15, 2025.  The outlook is stable.

The ratings on Chesterfield, Missouri-based Maverick Tube reflect:

   * its exposure to the very volatile oil and gas markets;
   * exposure to volatile steel costs; and
   * competition from imports.

The ratings also reflect:

   * a low degree of operating leverage;
   * its good position in oil-country tubular goods; and
   * currently strong industry conditions.

"Current strong industry conditions bode well for Maverick Tube to
continue generating positive free cash flow and relatively strong
credit-protection measures in the near future," said Standard &
Poor's credit analyst Dominick D'Ascoli.  "We could revise the
outlook to positive if the company reduces debt levels through the
use of free cash flow.  We could revise the outlook to negative if
industry conditions significantly soften or the company decides to
maintain higher leverage through a cycle."

Maverick produces welded tubular steel products for the oil and
natural gas industries and for use in various electrical
applications.

Current industry conditions have enabled industry participants,
including Maverick Tube, to implement price increases to offset
higher steel costs.  Moreover, as a steel processor, the company
has a lower degree of operating leverage than a steel manufacturer
and can reduce expenses during periods of weak demand.

"We expect market conditions to remain strong over the short term,
which should allow the company to reduce its debt level or build
cash," Mr. D'Ascoli said.


MCCLATCHY CO: Moody's Places Debt & Corp. Family Ratings at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned a Ba1 Corporate Family Rating
to The McClatchy Company and a Ba1 rating to McClatchy's proposed
$3.75 billion senior unsecured bank credit facility, and lowered
its commercial paper rating to Not Prime from Prime-3.  The rating
actions conclude the review for downgrade initiated on March 13,
2006 in connection with the company's announced $6.5 billion
acquisition of Knight-Ridder.  The rating outlook is stable.

Assignments:

   * Corporate Family Rating, Assigned Ba1
   * Senior Unsecured Bank Credit Facility, Assigned Ba1

Downgrades:

   * Senior Unsecured Commercial Paper, Downgraded to NP from P-3

Outlook Actions:

   * Outlook, Changed To Stable From Rating Under Review

The downgrade to Ba1 and the assignment of the Ba1 rating to the
proposed bank facility reflect Moody's expectation for McClatchy's
debt-to-free cash flow and debt-to-EBITDA leverage to increase
significantly upon completion of the acquisition. Moody's expects
the acquisition, which it regards as highly likely to close, will
result in debt-to-free cash flow remaining in an 11x - 15x range
over the intermediate term despite the company's plans to reduce
debt from divestitures and cash generated from operations.
Moody's believes McClatchy's concentration in a single industry
creates vulnerability to the increasing level of competitive
market share and pricing risk facing newspapers.  The Ba1 rating
reflects Moody's concern over the company's elevated financial
leverage in combination with this growing industry and execution
risk.

The stable rating outlook reflects Moody's expectation that the
company's focus on markets with above average growth prospects,
the significantly increased size and scale, and good operational
and cost control will result in revenue growth and margins
exceeding the industry average.  Moody's anticipates that the
company will refrain from share repurchases and significant
acquisitions in the intermediate term and utilize cash flow to
reduce debt.

Moody's anticipates that McClatchy will assume the obligations
under Knight Ridder's indentures and that the bonds and the
proposed $3.75 billion credit facility will rank pari passu with
all senior unsecured and unguaranteed obligations of McClatchy.
The Ba1 rating assigned to the proposed $3.75 billion bank credit
facility is thus rated at the CFR.  Moody's confirmed the Baa3
rating for McClatchy's existing $500 million revolver and will
withdraw the rating upon completion of the merger and closing of
the proposed credit facility.

The McClatchy Company, headquartered in Sacramento, California,
currently publishes 12 daily and 17 non-daily newspapers located
in western coastal states, North and South Carolina and the Twin
Cities of Minneapolis/St. Paul.


NEWPAGE CORP: IPO Filing Cues S&P to Put B Rating on CreditWatch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on NewPage
Corp., including the 'B' corporate credit rating, on CreditWatch
with positive implications.  The CreditWatch placement follows
NewPage Holding Corp.'s IPO filing.

Although the actual amounts are to be determined, the company
will use the IPO proceeds to redeem all of its outstanding holding
company payment-in-kind notes, which totaled $122 million at
Dec. 31, 2005, repay certain debt obligations, and fund a
distribution to its equity sponsor.

"An upgrade could occur if debt reduction associated with the IPO
proceeds in conjunction with the sale of its carbonless paper
segment and hydroelectric facilities results in leverage at or
below 5.0x," said Standard & Poor's credit analyst Kenneth L.
Farer.

The company also intends to refinance its bank facility and
initiate a quarterly dividend.  At Dec. 31, 2005, total debt,
including capitalized operating leases and the holding company
payment-in-kind notes, was $1.7 billion, resulting in a very
aggressive debt to EBITDA of 6.8x.

Standard & Poor's business risk assessment of NewPage indicates
that the company can support slightly higher ratings with less
aggressive capitalization and financial policies.

In resolving the CreditWatch listing, Standard & Poor's will meet
with NewPage's management to review its future operating
strategies and financial policy.  Standard & Poor's could raise
the ratings by one notch if the IPO is successfully completed and
leverage is sufficiently reduced.


NORTH WEST TRUCKING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: North West Trucking Association, Inc.
        P.O. Box 2548
        Isabela, Puerto Rico 00662
        Tel: (787) 830-1395

Bankruptcy Case No.: 06-01121

Chapter 11 Petition Date: April 18, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Frederic Chardon Dubos, Esq.
                  Frederic Chardon Dubos Law Office
                  Hc 3 Box 9551
                  Moca, Puerto Rico 00676-9556
                  Tel: (787) 997-4628
                  Fax: (787) 896-7400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Federal               $652,973
San Patricio Office Center       Withholding Tax
7 Calle Tabonuco
Guaynabo, PR 00968-3002

Departamento de Hacienda         State Income          $180,298
50 Calle Nenadich W, Suite 271   Taxes
Mayaguez, PR 00660-3662

Municipio Autonomo De Moca       Municipal &            $45,495
Apartado 1571                    City Taxes
Moca, PR 00676

BBVA Banco                       Commercial Loan        $39,210

Refrigeracion 2000, Inc.         Supplier               $27,500

GE Capital Corp.                 Conditional Sales      $20,531

CFSE                             Workmen's              $19,799
                                 Compensation
                                 Insurance

CRIM                             Property Tax           $17,036

EXEL                             Supplier                $9,050

AFLAC                            Supplier                $8,767

New Century Finance              Supplier                $6,826

COSVI                            Arrearage on            $6,708
                                 Executory Contract

TEXACO                           Supplier                $6,526

JCA Fuel                         Supplier                $6,468

Manuel Amador Hernandez          Supplier                $3,622

Empress Realty                   Rent in Arrears         $3,200

Cingular Wireless                Utility Bills           $3,180

Cummins de PR Inc.               Supplier                $2,539

Montemar Wholesale               Supplier                $2,427

Barnes Distribution              Supplier                $2,330


OPTI CANADA: Moody's Places Debt & Corp. Family Ratings at Low-B
----------------------------------------------------------------
Moody's assigned a Ba2 Corporate Family Rating to OPTI Canada
Inc., and a Ba3 rating to its pending $400 million 7-year senior
secured Term Loan B loan facility.  The rating outlook is stable.
Through wholly owned OPTI Long Lake L.P., OPTI is a 50/50 working
interest partner with Nexen Inc. in the four phased greenfield
development of three oil sands leases in Alberta, Canada.

OPTI and Nexen are deep in Phase I development of an integrated
oil sands project involving steam-assisted gravity drainage
production of bitumen, the upgrading of bitumen into light sweet
synthetic crude oil, and a cogeneration plant.  The partners have
also begun spending for the nearly identical Phase II.  Moody's
believes that, in light of the fact that Phases II, III, and IV
will be nearly identical to Phase I, and given Phase I's current
cost estimates, Moody's believes Phases II, III, and IV will cost
at least CDN$4 billion each, possibly considerably more.  OPTI's
50% share of Phase I proven undeveloped and probable bitumen
reserves is approximately 455 million barrels.  OPTI expects Phase
I first synthetic crude oil production in second half 2007 and
full Phase I production and cash flow reached during 2008.

The ratings are also restrained by:

   -- substantial front-end leverage and risk of completing
      Phases I and II on time and on budget;

   -- very high front-end capital costs and complexity of
      integrated oil sands/upgrader projects;

   -- characteristic project start-up risks;

   -- the challenge of keeping all key interrelated units online
      once in commercial operations;

   -- considerable uncertainty about the pivotal ultimate
      sustainable steam/oil ratio;

   -- exposure to far higher SAGD production costs if the
      upgrader's asphaltene gasification unit is down; and

   -- the inability of the upgrader to run if the gasification
      unit is down.

The future scale of bitumen production, and operating and capital
costs of that production, face the inherent risk across the areal
extent of OPTI/Nexen's acreage of inconsistent reservoir rock
homogeneity, quality, and reservoir thickness; existence of
permeability barriers that can impede steaming and production; and
amount of steam needed per barrel of produced bitumen.  Also, the
upgrader's sustainable synthetic crude yield per bitumen barrel,
unit production costs, and unscheduled downtime pattern will not
be clear until it has been operating for several quarters.

The ratings are supported by:

   -- almost CDN$1.4 billion of first-in cash common equity;

   -- a very large world scale resource base engineered by a
      major third-party engineering firm;

   -- the deep pockets, managerial, operational, and technical
      depth, services sector influence, and synthetic crude oil
      marketing capacity of investment grade 50% partner Nexen
      Inc.;

   -- a narrowing of the reservoir risk band through evaluation
      of drilling and subsurface information derived from 78
      Phase I horizontal steam injection and production well
      pairs, 95 other delineation wells in the Leismer leases,
      and 60 other delineation wells in Cottonwood; and

   -- surface project technology and design that is deemed to not
      encompass inordinate or insurmountable risk to completion
      or ongoing performance of the project.

The ratings are also supported by:

   -- a 2 ½ year TLB interest reserve account, an up to 50%
      cash sweep, and sound TLB covenant package,

   -- OPTI's call on $C202 million of contingent equity from
      certain private investors;

   -- a third party technical evaluation of OPTI's drilling
      program, including well pair location, well string
      architecture and drilling procedures, and indicating
      reasonably low drilling risk across a large established
      reserve base; and

   -- SAGD technology is more than 7 years into commercial status
      after 20 years of pilot project experience in the region.

TLB's rating is notched to Ba3 to reflect structural subordination
to the CDN$800 million Opco project financing facility which
matures the earlier of two years after project completion or June
30, 2010.  There is no debt at the joint venture project level.
TLB is first-secured by OPTI's 0.01% general partner and 99.9%
limited partner ownership units in OPTILP and by 2 fallow 224
square mile sections on the Cottonwood and Leismer leases, and
additional non-proven resource leases at Long Lake.  OPTILP also
provides a subordinated secured guarantee of the parent's TLB.
TLB's first lien on the Long Lake resource leases is subordinated
to the OPTILP project lenders' springing first lien.  TLB's first
liens on Cottonwood and Leismer can also be reduced to second
liens if the first lien is granted later to subsequent non-
recourse project lenders for future development phases.  TLB is
second secured by the Phase I Long Lake oil sands project assets
and leases.

To maintain its stable rating outlook, OPTI will need to
reasonably attain its development pace, completion, cost, and
performance goals and oil and natural gas market conditions during
commercial ramp-up and sustained commercial operations would need
to remain historically strong until leverage is reduced.

TLB proceeds would primarily fund expanded Phase I project costs,
repay existing OPTI parent company debt, a roughly $75 million
interest expense reserve fund and fund additional land purchases
and advanced funding for OPTI's 50% share of Phase II development
costs.  To date, OPTI has funded its corporate costs and 50% share
of Phase I costs with almost CDN$1.4 billion of common equity and
an unrated CDN$800 million senior secured project financing
facility at the OPTILP level.

Assuming Phases II, III, and IV are sanctioned, we expect OPTI's
50% share of capital spending to peak and hold at CDN$1 billion or
more in 2010 through 2013.  In an oil market characteristic with
$45 per barrel of West Texas Intermediate oil prices, debt would
rise to CDN$4.5 billion or more by 2013 unless OPTI issues equity.
We believe OPTI would issue equity one or more times if Phases II,
III, or IV are sanctioned.

OPTI Canada Inc., is headquartered in Calgary, Alberta, Canada.


PASCAGOULA HEALTH: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Pascagoula Health Care, Inc.
        9218 Pontotoc Place
        Olive Branch, Mississippi 38654

Bankruptcy Case No.: 06-20534

Chapter 11 Petition Date: April 20, 2006

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: William L. Rothschild, Esq.
                  Ellenberg, Ogier & Rothschild, P.C.
                  170 Mitchell Street, Southwest
                  Atlanta, Georgia 30303-3424
                  Tel: (404) 525-4000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


PETROHAWK ENERGY: KCS Energy Merger to Create $3.7 Billion Company
------------------------------------------------------------------
Petrohawk Energy Corporation (NASDAQ: HAWK) and KCS Energy, Inc.
(NYSE: KCS) entered into a definitive agreement to merge the
companies and create a leading onshore oil and gas producer with
an enterprise value of approximately $3.7 billion.

The combined company will continue to be known as Petrohawk Energy
Corporation and will be headquartered in Houston, Texas.  On a pro
forma basis, the Company will have estimated proved reserves of
approximately one trillion cubic feet of natural gas equivalents
of which approximately 68% would be classified as proved developed
and approximately 82% would be natural gas.

Under the terms of the agreement, KCS stockholders will receive $9
per share in cash and 1.65 shares of Petrohawk common stock for
each share of KCS common stock they own.  This represents
consideration to KCS stockholders of $31.41 per share based on the
closing price of Petrohawk shares on April 20, 2006.  Following
the transaction, KCS stockholders will own approximately 50% of
the combined company.

The transaction positions Petrohawk as one of the top independent
exploration and production companies in the U.S. The combination
will also create one of the most concentrated and high impact set
of domestic oil and natural gas assets amongst independent E&P
companies, primarily focused in the east Texas / north Louisiana,
onshore Gulf Coast, Permian and Anadarko / Arkoma regions.

Floyd Wilson will continue his role as the Company's Chairman,
President and CEO.  KCS's James Christmas will serve as Vice
Chairman and William Hahne as Executive Vice President and Chief
Operating Officer of the combined company.  Following the
completion of the merger, the Company will have nine directors,
five nominated by Petrohawk, including Floyd Wilson, and four
nominated by KCS, including James Christmas.

"The asset quality and fit derived from this transaction are
unparalleled in my experience," stated Floyd C. Wilson, Chairman,
President, and Chief Executive Officer of Petrohawk.  "KCS is a
proven operator; and we believe our combined properties have
extraordinary development and exploration potential.  We feel the
collective staff of Petrohawk and KCS is uniquely qualified to
create value from the tremendous upside potential inherent to both
companies.  Jim Christmas will be Vice Chairman and continue to
play a key role in the Company.  In addition, we hope to retain
the majority of the talented KCS staff.  This combination creates
the company we originally set out to build."

"We have been impressed by the job that Floyd Wilson and his team
have done in building Petrohawk to its current position in very
short order through a series of high quality, strategic
acquisitions that have made it a formidable competitor in the
areas we operate.  By combining KCS, which has grown rapidly
through drilling, and Petrohawk, we are creating an even stronger
company with proved oil and gas reserves of nearly 1 Tcfe, current
daily production of over 290 Mmcfe and very significant additional
potential in our core operating areas," said James W. Christmas,
Chairman and Chief Executive Officer of KCS.  "We believe that
this combination not only delivers immediate value to the
stockholders of both companies, but also creates a company well
positioned to deliver above average growth in value going
forward."

Petrohawk, a company grown primarily through strategic
acquisitions, and KCS, which has grown predominantly through
successful exploration and development activities, are expected to
utilize expertise from each company to realize the substantial
upside potential within the combined portfolio.

Combination Rationale:

    --  Creates a leading independent onshore producer which on a
        combined basis possesses nearly 1 Tcfe of proven reserves,
        current production of 291 million cubic feet equivalent
        per day and an enterprise value of approximately $3.7
        billion;

    --  Unites experienced technical staffs to enhance the
        development and exploration potential from a virtual
        overlay of core operating areas;

    --  Combined position in the Elm Grove and Caspiana fields
        represents a premier, operated core asset in the fast
        growing north Louisiana natural gas basin;

    --  Immediate accretion to cash flow, production and NAV on a
        per share basis;

    --  Pro forma capital budget of $525 million exposes the
        Company to a prolific set of drilling opportunities;

    --  Combined asset base includes over 4,000 identified non-
        proved drilling locations, as well as approximately 900
        proved drilling locations;

    --  The Company will have over 2 Tcfe of additional resource
        potential;

Combined Capital Budget:

The combined capital program for 2006 represents record activity
levels in core operating areas and includes over 500 planned
wells, including over 200 non-proved locations.

Pro Forma 2006 Capital Expenditure Budget ($ millions):

                           HAWK      KCS     Pro Forma     %
                       ---------------------------------------
East Texas/
North Louisiana             $51     $158        $209      40

Onshore Gulf Coast          110       88         198      38

Permian                      18       41          59      11

Anadarko/Arkoma              31       28          58      11
                       ---------------------------------------
Total                      $210     $315        $525     100

Merger Agreement:

Pursuant to the terms of the agreement, KCS stockholders will
receive $9 per share in cash and 1.65 shares of Petrohawk common
stock for each share of KCS common stock they own, or collectively
$450 million in cash and approximately 84 million Petrohawk common
shares, not including outstanding KCS stock options.  KCS stock
options will convert into Petrohawk options pursuant to the terms
of the merger agreement.

The transaction is subject to the approval of the stockholders of
Petrohawk and KCS.  The boards of directors of both companies have
unanimously approved the merger agreement, which is subject to
customary conditions, including approval of listing of the
Petrohawk shares to be issued in the merger on NASDAQ and
regulatory approvals.  The transaction is expected to be completed
during the third quarter of 2006.

Harris Nesbitt acted as financial advisor, Hinkle Elkouri Law Firm
LLC and Thompson & Knight LLP acted as legal advisors and Petrie
Parkman provided a fairness opinion for Petrohawk.  Morgan Stanley
acted as exclusive financial advisor and rendered a fairness
opinion to KCS in connection with the transaction.  Andrews Kurth
LLP acted as legal advisor and Griffis & Associates, LLC acted as
technical advisor to KCS.

                           About KCS

KCS Energy -- http://www.kcsenergy.com/-- is an independent
energy company engaged in the acquisition, exploration,
development and production of natural gas and crude oil with
operations in the Mid-Continent and Gulf Coast regions.

                        About Petrohawk

Petrohawk Energy Corporation -- http://www.petrohawk.com/-- is an
independent energy company engaged in the acquisition, production,
exploration and development of oil and gas, with properties
concentrated in the South Texas, Mid-Continent, East Texas,
Arkoma, Permian and Gulf Coast regions.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 17, 2005,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Petrohawk Energy Corp. and withdrew its 'B-'
corporate credit rating on Mission Resources Inc., upon
Petrohawk's acquisition of Mission.  The outlook is stable.

In addition, Standard & Poor's removed Mission's outstanding $130
million senior unsecured notes due 2011 from CreditWatch with
negative implications and affirmed its 'CCC' rating on the notes.
Mission's senior notes will be assumed and guaranteed by Petrohawk
after the Mission acquisition.  The two-notch differential between
the notes and Petrohawk's corporate credit rating reflects
significant priority bank debt.


PETROQUEST ENERGY: S&P Affirms CCC+ Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on PetroQuest Energy Inc. and revised the outlook
on the company to positive from stable.

As of Dec. 31, 2005, the Lafayette, Louisiana-based company had
$160 million of debt outstanding.

"The revised outlook reflects good operating performance in 2005
and improving credit measures," said Standard & Poor's credit
analyst Paul Harvey.

Despite these favorable trends, the speculative-grade rating on
PetroQuest reflects:

   * its still very high debt leverage;
   * aggressive growth strategy;
   * elevated cost structure;
   * exposure to volatile hydrocarbon prices; and
   * limited reserve base.


PHOTOCIRCUITS CORP: Hires Quisumbing Torres as Special Counsel
--------------------------------------------------------------
Photocircuits Corporation sought and obtained permission from the
U.S. Bankruptcy Court for the Eastern District of New York to
employ Quisumbing Torres, as its special counsel.

As reported in the Troubled Company Reporter on Mar. 8, 2006,
Quisumbing Torres is expected to:

   a) render legal advice;

   b) draft and prepare all relevant sale and purchase agreements;

   c) assist in obtaining all government approvals and
      registrations;

   d) advise the Debtor on the transaction's tax implications
      under Philippine law; and

   e) attend the closing of the Proposed Sale transaction.

Cornelio B. Abuda, Esq., a member at Quisumbing Torres, disclosed
the Firm's professionals' billing rates:

      Professional              Hourly Rate
      ------------              -----------
      Partners                  $220 - $225
      Associates                $115 - $185
      Legal Assistants             $65

Mr. Abuda assured the Court that Quisumbing Torres is a
"disinterested person" as that term is defined in section 101(14)
of the bankruptcy code.

Headquartered in Glen Cove, New York, Photocircuits Corporation
-- http://www.photocircuits.com/-- was the first independent
printed circuit board fabricator in the world.  Its worldwide
reach comprises facilities in Peachtree City, Georgia; Monterrey,
Mexico; Heredia, Costa Rica; and Batangas, Philippines.  The
Company filed for chapter 11 protection on Oct. 14, 2005 (Bankr.
E.D.N.Y. Case No. 05-89022).  Gerard R. Luckman, Esq., at
Silverman Perlstein & Acampora LLP, represents the Debtor in its
restructuring efforts.  Ted A. Berkowitz, Esq., and Louis A.
Scarcella, Esq., at Farrell Fritz, P.C., represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated more than $100 million
in assets and debts.


PILLOWTEX: Inks Settlement Reducing Wachovia's $2M Claim to $616K
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
settlement agreement between Pillowtex Corporation and Wachovia
Bank National Association as successor by merger to SouthTrust.
The Settlement Agreement reduces Wachovia Bank's $2,999,548
general unsecured claim to $616,000.

The claim stemmed from Pillowtex's unpaid obligation to SouthTrust
during Pillowtex's first bankruptcy filing.  SouthTrust's
$1,584,000 claim in Pillowtex's first bankruptcy filing was based
on Pillowtex's obligation to Duke Energy Royal LLC under a Master
Energy Services Agreement.  This debt was assigned to SouthTrust
before Pillowtex filed the chapter 11 plan under its first
bankruptcy filing.

Under that Plan, which was confirmed on 2002, SouthTrust was to
receive cash to satisfy the secured portion of the debt and an
equity interest in the reorganized Pillowtex to satisfy the
unsecured portion of their respective claims.  Pillowtex didn't
pay the cash portion until it had to file its second bankruptcy
petition.

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.


PORTALPLAYER INC: Apple Chip Change May Adversely Impact Revenues
-----------------------------------------------------------------
PortalPlayer, Inc., disclosed on Apr. 19, 2006, that the latest
version of its PP5021 System-on-Chip will not be used in Apple
Computer, Inc.'s new mid-range and high-end flash-based iPods.
The Company however believes that its chips will still be used in
other members of the iPod family.

Apple's decision could hurt the California-based chipmaker since
it generates approximately 93% of its revenue from Inventec and
Hon Hai, which both buy chips from PortalPlayer to, in turn,
manufacture products for Apple.  PortalPlayer had stated in its
2005 annual report that any disruption in its contracts with the
Apple suppliers will harm its business and financial position.

According to Reuters, PortalPlayers' shares fell to their lowest
levels since going public in 2004 in the wake of the Apple supply
setback.  "We are shipping in today's video iPod's, (but) the
visibility for us has become more clouded," Reuters quotes the
Company's Chief Executive Gary Johnson as saying.

System-on-Chips are integrated circuits that include a central
processing unit, memory interfaces and other components.  The
chips permit the transfer of digital information from computers to
digital music players.

                        About PortalPlayer

Headquartered in San Jose, California, PortalPlayer (NASDAQ: PLAY)
-- http://www.portalplayer.com/-- develops semiconductor,
firmware and software platforms for portable multimedia products
such as personal media players and secondary display enabled
notebook computers.  PortalPlayer products empower consumers to
quickly and easily manage, enjoy and have access to multimedia
content and other forms of information.  The Company's balance
sheet showed $252,126,000 in total assets and $54,668,000 in
liabilities.


PREMIUM PAPERS: Affiliates May Access $20 Mil. Wachovia DIP Loan
----------------------------------------------------------------
The Honorable Christopher S. Sonchi of the U.S. Bankruptcy Court
for the District of Delaware gave Smart Papers LLC and PF Papers
LLC interim access to a $20 million debtor-in-possession credit
facility provided by Wachovia Bank, National Association,
successor by merger to Congress Financial Corporation (Florida).

Smart Papers and PF Papers are debtor affiliates of Premium Papers
Holdco, LLC.

Smart Papers and PF Papers will use the proceeds from the DIP loan
as working capital to continue operating their businesses and pay
its employees and suppliers.  Robert S. Brady, Esq., at Young
Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, told the
Court that the Debtors do not have sufficient liquidity to
continue their businesses as a going concern.   Absent access to
immediate financing would spur them to curtail or terminate their
businesses.

Smart Papers and PF Papers wanted access to as much as
$46 million.  The Court will consider their request on
April 28, 2005.

When they filed for bankruptcy protection, the Debtors owe
Wachovia $41,077,000, $28,577,000 of it was borrowed under a
February 9, 2001, Loan and Security Agreement, as amended.  The
Debtors also borrowed $12,500,000 under a Term Loan, evidenced by
a May 18, 2005, Promissory Note.  These obligations are secured by
a first priority lien on substantially all of the Debtors' assets.

A full-text copy of the financing agreement is available for a fee
at http://www.ResearchArchives.com/bin/download?id=060420050643

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com-- manufactures and markets a wide
variety of premium coated and uncoated printing papers, such as
Kromekote, Knightkote, and Carnival.  The Company and two of its
affiliates filed for chapter 11 protection on March 21, 2006
(Bankr. D. Del. Case No. 06-10269).  Ian S. Fredericks, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they did not disclose their total
assets but estimated debts between $10 million and $50 million.


PROCARE AUTOMOTIVE: U.S. Trustee Appoints Seven-Member Committee
----------------------------------------------------------------
The U.S. Trustee for Region 9 appointed seven creditors to serve
on an Official Committee of Unsecured Creditors in ProCare
Automotive Service Solutions, LLC's chapter 11 cases:

    1. Genuine Parts Company
       Dba Napa Auto Parts
       c/o Grant Morris
       2665 W. Dublin Granville Rd.
       Columbus, Oh 43235
       Tel: (614) 766-1182
       Fax: (614) 766-5181 Fax

    2. Valvoline, a Division of Ashland Inc.
       c/o Terry Nicholson
       P.O. Box 2219
       5200 Blazer Parkway
       Dublin, Oh 43017
       Tel: (614) 790-3009
       Fax: (614) 790-3702

    3. Auto Zone
       c/o Pam Mclain
       P.O. Box 2198, Dept. 2003
       Memphis, Tn 38101
       Tel: (901) 495-7693
       Fax: (901) 495-8470

    4. Voltz Family Trust
       c/o Frederick G. Voltz, Jr., Trustee
       3214 Spyglass Drive
       Bellingham, Wa 98226
       Tel: (360) 738-2292

    5. East Penn Manufacturing Co.
       c/o Robert A. Bashore
       Deka Road
       Lyon Station, Pa 19536
       Tel: (610) 682-6361 Ext. 2549
       Fax: (610) 682-4212

    6. Smythe Automotive
       c/o Lynette Smithson
       4275 Mt. Carmel - Tobacco Rd.
       Cincinnati, Oh 45244
       Tel: (513) 528-0061 Ext. 2122
       Fax: (513) 528-6057

    7. JTCO Creditor Trust
       c/o Bruce Zaret, Trustee
       12221 Merit Drive, Suite 1400
       Dallas, TX 75251
       Tel: (972) 448-9232
       Fax: (972) 448-8321

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

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  The Debtor estimated its assets
and debts at $10 to $50 million when it filed for bankruptcy
protection.


PROCARE AUTOMOTIVE: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
ProCare Automotive Service Solutions, LLC, delivered its Schedules
of Assets and Liabilities to the U.S. Bankruptcy Court for the
Northern District of Ohio, disclosing:

     Name of Schedule               Assets      Liabilities
     ----------------               ------      -----------
  A. Real Property                $754,200
  B. Personal Property          $3,697,052
  C. Property Claimed
     as Exempt
  D. Creditors Holding                          $10,048,759
     Secured Claims
  E. Creditors Holding                           $1,691,542
     Unsecured Priority Claims
  F. Creditors Holding                          $14,365,066
     Unsecured Nonpriority
     Claims
                               -----------      -----------
     Total                     $4,451,252       $26,305,367

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  The Debtor estimated its assets
and debts at $10 to $50 million when it filed for bankruptcy
protection.


PXRE REINSURANCE: Financial Concerns Prompt Moody's to Cut Ratings
------------------------------------------------------------------
Moody's Investors Service lowered the insurance financial strength
rating of PXRE Reinsurance Company to Ba2 from Baa3 and the debt
rating of PXRE Capital Trust I to Caa1 from B3.  This rating
action follows continuing concerns regarding PXRE's financial
flexibility including continued counter-party cancellations with
respect to the company's assumed reinsurance book.  The outlook on
the ratings is stable.

Subsequently, Moody's will withdraw PXRE Reinsurance Company's Ba2
financial strength rating for business reasons, while maintaining
the Caa1 debt rating of PXRE Capital Trust.

According to Moody's, the downgrade reflects the erosion of the
company's business franchise and its weak competitive position as
clients continue to cancel in-force contracts, 75% of which are
subject to cancellation provisions.  In mid-March, the company
disclosed that it had received cancellation notices on one third
of its in-force book.  Although these cancellations represent a
decrease in the company's aggregate limits in force, the risk of
adverse selection in the company's remaining book of business
could result in significant geographic or line-of-business
concentrations, which creates the potential for outsized
volatility.  Other concerns include the company's weak financial
flexibility, the potential for adverse reserve development, and
the inherent volatility of its property retrocessional business.

The stable outlook reflects Moody's expectation that the company's
liquid investment portfolio, current level of capitalization along
with the favorable tax and regulatory environment in Bermuda will
permit the company to satisfy its immediate obligations.

The last rating action occurred on Feb. 28, 2006, when Moody's
downgraded the ratings of PXRE Reinsurance Co. and PXRE Capital
Trust I, and left the ratings on review for possible further
downgrade.  That action followed the company's announcements that
it had significantly increased its 2005 storm loss estimates.

PXRE Group Ltd. is a publicly-traded reinsurance holding company
providing reinsurance products and services to a worldwide
marketplace.  For the year ended Dec. 31, 2005, PXT reported net
premiums earned of $388 million and a net loss of $705 million. As
of Dec. 31, 2005 shareholders' equity was $465 million.


SAINT VINCENTS: Agrees on Terms of Rule 2004 Investigation
----------------------------------------------------------
As reported in the Troubled Company Reporter on March 29, 2006,
Great American Insurance Company asked the U.S. Bankruptcy Court
for the Southern District of New York to compel Saint Vincents
Catholic Medical Centers of New York and its debtor-affiliates to
produce documentation and information related to:

   (a) restricted use accounts or other set asides or accounts
       purportedly created by the Debtors relevant to two
       judgments in favor of:

       * Patsy Merola, in the action entitled Patsy Merola, as
         Administrator of the Estate of Wanda Merola v. Catholic
         Medical Center of Brooklyn & Queens, Inc., doing
         business as St. John's Hospital, et al., commenced in
         the Supreme Court of the State of New York, Queens
         County; and

       * Sondra Lowery, in the action entitled Sondra Lowery v.
         Henry Lamaute, M.D., et al., commenced in the Supreme
         Court of the State of New York, Queens County; and

   (b) the insurance and self-insurance programs implemented by
       the Debtors with respect to their medical malpractice
       liabilities.

In a Court-approved stipulation, the Debtors and Great American
Insurance Company agree that:

   (a) information provided by the Debtors to GAIC through the
       examinations will also be provided to the Official
       Committee of Unsecured Creditors and to Patsy Merola, as
       administrator of the estate of Wanda Merola;

   (b) the Information will be treated as non-public,
       confidential and proprietary in nature.  GAIC will employ
       reasonable measures to control duplication of, access to,
       and distribution of copies of the Information;

   (c) GAIC may not disclose the Information to any other party
       without prior written request to the Debtors.  The
       Information will not be used or disclosed for any purpose
       other than:

          -- to evaluate its effect on any claim that GAIC may
             have in the Debtors' Chapter 11 cases; and

          -- in connection with claims asserted by or against the
             Debtors or other parties that relate to the GAIC
             Appeal Bonds or to the Merola Judgment, either in
             the Bankruptcy Court or in other jurisdictions.

       However, to the extent GAIC cites or discloses any
       Information in a filing with the Bankruptcy Court or any
       other jurisdiction, the filing must be made under seal
       with advisement to the Bankruptcy Court or any other
       jurisdiction that the Information is confidential; and

   (d) within 30 days after the conclusion of the Debtors'
       Chapter 11 cases or, in the alternative, the due
       resolution of any claim or case GAIC may have against the
       Debtors in their Chapter 11 cases, all Information will be
       returned to the Debtors or destroyed.

Neither GAIC nor the Bankruptcy Court has conducted any inquiry,
or made any findings, regarding whether the Information is non-
public, confidential, or proprietary in nature.  GAIC's right to
challenge the confidential or proprietary nature of any of the
Information is reserved.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Court Extends Time for CIR Union to File Claims
---------------------------------------------------------------
Pursuant to a collective bargaining agreement, the Committee of
Interns and Residents/Service Employees International Union is the
recognized collective bargaining representative for Interns,
Residents, and Fellows employed by the Debtors at:

   * St. Vincent's Hospital, Manhattan,
   * St. John's Queens Hospital,
   * St. Joseph's Hospital,
   * Mary Immaculate Hospital, and
   * St. Mary's Hospital.

Pursuant to New York State Law, the statute of limitations on
potential malpractice claims against current and former House
Staff Officers may not expire until after they have graduated or
left the Residency Program or completed their Fellowship.

Accordingly, the Debtors and CIR agree to amend the Bar Date Order
to provide that any former House Staff Officer that has or may
have a claim against the Debtors for indemnification,
contribution, subrogation, or reimbursement will not be required
to file a proof of claim by the March 30, 2006 Bar Date.

The Stipulation and Order will inure to the benefit of any House
Staff Officer who was an employee of the Hospitals under the terms
of the CBA or part of the SVM collective bargaining unit.

The U.S. Bankruptcy Court for the Southern District of New York
approved the parties' stipulation in its entirety.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 23;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SCIENTIFIC GAMES: Completes $138 Million Purchase of Global Draw
----------------------------------------------------------------
Scientific Games Corporation (Nasdaq: SGMS) completed the
purchase of Global Draw Limited and certain related companies for
$183 million.

Global Draw is a leading United Kingdom supplier of fixed odds
betting terminals and systems, and interactive sports betting
systems.  Scientific Games will pay an earn-out to the principal
selling shareholder and contingent bonuses to certain members of
the existing management team, based on the financial performance
of the business.

Revenues of Global Draw's U.K. gaming and betting machine
operations for the fiscal year ended March 31, 2006, on an
unaudited basis, exceed the GBP32 million (or about $55 million)
reported for the fiscal year ended March 31, 2004, the most recent
period for which audited financial statements are publicly
available.  Global Draw is also extending its central
determination, fixed odds system into European video lottery
markets, a process Scientific Games plans to accelerate.

Scientific Games will finance the acquisition through a
combination of borrowings under its existing revolving credit
facility, which has been increased by $50 million, and $100
million of new term loans bearing interest at LIBOR plus 125 basis
points.  The Company expects the acquisition to be accretive to
earnings beginning in the second quarter of 2006.

"We're going to build on the work Global Draw has already done as
a leading U.K. and European gaming business," said Lorne Weil,
Chairman and CEO of Scientific Games.  "Global Draw strengthens
our role in the worldwide sports betting and video lottery
business.  We are all looking forward to working with the existing
management of Global Draw to execute our growth strategy."

Steve Frater, Managing Director of Global Draw, hailed the
combination of the two firms' technologies, expertise and business
relationships.  "We plan to use all these resources to develop the
European VLT business, to further develop our position in the U.K.
betting and gaming market and to enter new markets.  Scientific
Games' confidence in our management team and its strategy should
assure our customers of both continuity and powerful new resources
at their disposal.  And the performance-based bonus plan gives
management a strong incentive to remain committed to the success
of the business for the long term."

"I too look forward to adding the capabilities and culture of
Scientific Games to Global Draw," said principal selling
shareholder Walter Grubmuller.  "This marriage will vastly enhance
our position in the evolving European markets and I look forward
to being a partner with Scientific Games."

                        About Global Draw

Headquartered in London, England, Global Draw Limited --
http://www.theglobaldraw.com/-- is a leading supplier of fixed
odds betting terminals and systems, and interactive sports betting
terminals and systems, through which it manages over 50 million
betting transactions per month.  The group supplies its products
and services on the basis of profit participation to customers who
are licensed bookmaking operators in the U. K.  The group also
operates terminals and betting systems in Austria and is in the
process of marketing its systems and products to other parts of
Europe.

The Global Draw group develops and maintains all its systems,
software, and games in-house.  The group is in the process of
modifying and licensing its systems and terminals for use as video
lottery products in various European markets.

                     About Scientific Games

Headquartered in New York City, Scientific Games Corporation --
http://www.scientificgames.com/-- is the leading integrated
supplier of instant tickets, systems and services to lotteries,
and the leading supplier of wagering systems and services to
pari-mutuel operators.  It is also a licensed pari-mutuel gaming
operator in Connecticut and the Netherlands and is a leading
supplier of prepaid phone cards to telephone companies.
Scientific Games' customers are in the United States and more than
60 other countries.

                          *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
Moody's Investors Service assigned a Ba2 rating to Scientific
Games Corporation's amended credit facilities and affirmed the
company's Corporate Family, senior and subordinated ratings at
Ba2, Ba2 and B1, respectively.  The rating outlook is stable.

The amended bank facilities will encompass a $50 million increase
to the existing $250 million senior secured guaranteed multi-
currency revolving credit facility and a new $100 million senior
secured guaranteed term loan, each due Dec. 23, 2009.  The
increased facilities will be used to provide financing for the
recent acquisition of EssNet AB and the potential acquisition of
The Global Draw, Ltd.


SPATIALIGHT INC: Odenberg Ullakko Raises Going Concern Doubt
------------------------------------------------------------
Odenberg, Ullakko, Muranishi & Co. LLP expressed substantial doubt
about SpatiaLight, 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 operating losses, negative cash flows from
operations, negative working capital position and stockholders'
deficit.

Odenberg Ullakko also raised substantial doubt about SpatiaLight's
ability to continue as a going concern based on these factors:

     a) the Company received notices from certain of its Senior
        Secured Convertible Noteholders calling for immediate
        redemption of their convertible notes based on alleged
        events of default.

        if the Noteholders prevail in calling the convertible
        notes, the entire debt obligation could become due and
        payable immediately, including the related amounts of
        redemption premium and liquidated damages, and the Company
        would be forced to refinance or repay the debt obligations
        or seek other alternative financing.

     b) in the event the Company is unable to ramp up delivery
        volumes to their major customer by the end of July 2006,
        management believes that the major customer may
        discontinue actively doing business with the Company.

     c) the Company is subject to a U.S. Securities and Exchange
        Commission investigation relating to the filing of
        unauthorized consents of its predecessor auditor in
        certain registration statements, and may be subject to
        certain penalties and claims.

In its 2005 annual report on Form 10-K filed with the Securities
and Exchange Commission on April 11, 2006, SpatiaLight posted a
$14,024,639 net loss on $237,724 of revenues, compared to a
$9,367,001 net loss on $1,160,978 of revenues in the prior year.
Revenues significantly decreased from 2004 to 2005 because of
problems the Company experienced in the manufacturing of its T-3
LCoS Sets.  The T-3 LCoS is a variant of the Company's high-
resolution liquid crystal display products.

The Company's balance sheet at Dec. 31, 2005, showed $11,552,476
in total assets and $14,969,930 in total liabilities, resulting in
a stockholders deficit of $4,443,828.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?826

                         About SpatiaLight

SpatiaLight, Inc. -- http://www.spatialight.com/-- founded in
1989, manufactures high-resolution Liquid Crystal on Silicon
microdisplays for use in high definition televisions and other
display applications.  The company manufactures its products at
its facility in South Korea.


SWIFT & CO: S&P Downgrades Corporate Credit Rating to B from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on meat
processor Swift & Co., including its corporate credit rating 'B'
from 'BB-'.

In addition, the ratings were removed from CreditWatch with
negative implications where they were originally placed on
Oct. 21, 2005.  About $890 million of debt (adjusted for
capitalized operating leases and debt at Swift Foods) of
Greeley, Colorado-based Swift was outstanding at Feb. 26, 2006.
The outlook is negative.

The downgrade reflects Standard & Poor's expectation that credit
protection measures will not materially return to previous levels
in the near term and that company's financial profile will remain
aggressive.

Swift's credit protection measures have weakened due to the
challenges related to the limited supply of cattle available for
slaughter in the U.S and the continued closure of many key export
markets to U.S. beef.  Results from Swift's pork processing and
Swift's Australian (beef) segments have mitigated to an extent the
weakness in Swift's U.S. beef operations, but even those segments
have been affected by industry conditions.  Pork processing has
seen lower pricing due to the glut of proteins on the market, and
Australian beef operations have been affected by extreme weather
conditions in their grass fed operations.  It is Standard & Poor's
expectation that although beef supply is increasing in the U.S.,
market conditions will remain very challenging in the near term.

Standard & Poor's views the company's financial policy as
aggressive given that the board of directors has authorized a
large dividend (a return on investment to shareholders) in fiscal
2005.  The increase in debt (both at Swift and Swift Foods) to pay
for this dividend has negatively affected the company during the
current downturn.  Standard & Poor's does not expect that the
company's financial policy will change in the intermediate term.


SOUTHERN TELECOM: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Southern Telecom Network, Inc.
        P.O. Box 1161
        Mountain Home, Arkansas 72654
        Tel: (870) 425-6473

Bankruptcy Case No.: 06-70722

Type of Business: The Debtor provides telecommunication services.

Chapter 11 Petition Date: April 20, 2006

Court: Western District of Arkansas (Harrison)

Debtor's Counsel: Jason N. Bramlett, Esq.
                  Friday, Eldredge & Clark, LLP
                  3425 North Futrall Drive, Suite 103
                  Fayetteville, Arkansas 72703
                  Tel: (479) 695-1102
                  Fax: (501) 244-5372

Financial Condition as of March 31, 2006:

      Total Assets:   $883,484

      Total Debts:  $1,593,494

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Southwestern Bell                Trade Debt            $599,748
P.O. Box 650516
Dallas, TX 75265-0516

American Express                 Credit Card            $85,316
P.O Box 650448
Dallas, TX 75265-0448

Verisign Inc.                    Trade Debt             $45,401
P.O. Box 849985
Dallas, TX 75284-9985

First Security Bank              Taxes                  $40,203

Touch Tone Communications        Trade Debt             $39,475

NetLogic 1000                    Trade Debt             $37,758

Internal Revenue Service         Taxes                  $34,065

ACR Quality Communications       Trade Debt             $27,749

Opex Communications Inc.         Trade Debt             $13,944

Illinois Department of Revenue   Taxes                  $13,375

SBC Communications Inc.          Trade Debt             $11,498

MCI                              Trade Debt              $9,888

Departments of Finance &         Taxes                   $9,333
Administration

Falcon Communications Inc.       Trade Debt              $4,822

Xspedius Communications LLC      Trade Debt              $4,463

DJF Enterprizes Inc.             Trade Debt              $4,095

XO Communications                Trade Debt             Unknown


TEXAS PETROCHEMICALS: S&P Rates Proposed $280 Million Loan at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Texas Petrochemicals LP (TPC).

At the same time, Standard & Poor's assigned its 'B+' bank loan
rating and its recovery rating of '2' to the company's proposed
$280 million first-lien term loan.  The term loan, together with
an unrated $115 million revolving credit facility, comprises a
proposed $395 million package of senior secured credit facilities.
The term loan rating is based on preliminary terms and conditions.
The outlook is stable.

"The ratings reflect TPC's narrow product range, concentration of
revenue and earnings in a few customers and products, potential
for cyclicality of some earnings, and uncertainty in demand growth
in key markets," said Standard & Poor's credit analyst Paul
Kurias.

Standard & Poor's also notes the considerable integration and
execution risks associated with the acquisition of a large
butadiene facility from Huntsman Corp. and conversion of existing
methyl tertiary butyl ether (MTBE) facilities to produce high
value products.  These risk factors are partly offset by:

   * the company's moderate leverage, although without the benefit
     of proven financial policies;

   * stability in margins in key products resulting from favorable
     contractual terms with suppliers of crude C4 feedstocks; and

   * a favorable competitive position with leading market shares
     in key products.

Houston, Texas-based TPC, along with its operating subsidiaries,
processes petrochemical feedstocks (crude C4) to produce commodity
chemicals including butadiene.  The company's main product,
butadiene, is an input in synthetic rubber production in the U.S.,
most of which is consumed by the domestic tire industry.  TPC also
currently produces MTBE, a fuel additive, whose sales are expected
to decline sharply in the near-term future following legislation
that no longer requires refineries to add oxygenates into fuel,
and following environmental concerns with the product.  TPC plans
to convert its MTBE facilities to produce specialty high-value
products (therefore future contributions from MTBE have not been
assumed as part of the business plan).

The other chemicals produced by TPC have applications in areas
including plastic resins, fuel additives, and in other industrial
applications, many of which have commodity-like characteristics.
The company will have the largest crude C4 processing capacity in
the U.S. when its planned acquisition of Huntsman's butadiene
assets is completed as scheduled in May 2006.  Domestic U.S.
butadiene production is constrained by the availability of the
feedstock, which is a co-product of ethylene production.  Still,
TPC has supply contracts and longstanding relationships with its
major feedstock suppliers, many of whom have limited viable
alternative uses for the crude C4 they generate.


TXU CORPORATION: Investing $10 Billion for Texas Power Plants
-------------------------------------------------------------
TXU Corp. (NYSE:TXU) disclosed a plan to invest $10 billion in
power generation to provide lower-cost, secure and stable power,
introduce new consumer and business service offerings, and fund
the largest voluntary emissions reduction program of its type in
the nation.

"Texans want ample generation supply, access to lower electric
prices, and better air quality, and TXU will deliver all three,"
said C. John Wilder, TXU chairman and CEO.  "Our new service
offerings and this massive investment in power infrastructure will
save consumers money, add reliable electric generating capacity to
reduce dependence on high cost natural gas, create jobs, and lower
key emissions -- all at the same time."

The future growth of the now vibrant economy could be dampened by
volatile and rising energy commodity prices.  Texas has one of the
fastest growing economies in the country and is projected to add
nearly 6 million residents within a decade.  At the same time,
Texas electric power reserve margins are compressing rapidly and
are expected to fall below levels deemed reliable by 2010.

Texas relies heavily on natural gas for power generation, with 72%
of the state's generation capacity depending on natural gas for
fuel, compared to the U.S. average of 45%.  The reliance causes
substantial challenges because natural gas prices have quadrupled
and most experts believe the low gas prices of the 1990s will not
return.  At the same time, U.S. reliance on imported natural gas
is increasing significantly; over the next 20 years, U.S. imports
are expected to increase five-fold.

"There is no quick fix," said Wilder.  "There is no easy solution
to reduce U.S. dependence on foreign energy sources and to reduce
power prices.  To address these challenges, TXU has a three-part
plan.  We will invest in lower cost power supplies, innovate with
new service offerings that enable customers to save money and
improve air quality by reducing emissions."

                   Power Supplies Investment

TXU will invest up to $10 billion in state-of-the-art technologies
to provide near-term solutions to meet Texas' growing need for
power.

This plan encompasses 11 new generation units at nine existing TXU
Power sites.  Air permit applications were filed today with the
Texas Commission on Environmental Quality for eight of these
units, totaling 6,400 megawatts of net capacity.  The new units
will be located at existing power plant sites in Fannin,
Freestone, McLennan, Mitchell, Rusk, and Titus Counties.  If
approved, the new units are expected to be operational by 2010.
TXU previously announced the other three units, totaling 2,200 MW
of net capacity, at Oak Grove and Sandow, located in Robertson and
Milam Counties.

To manage the complexity of the effort and reduce engineering,
procurement, and construction costs, TXU will work in exclusive
partnerships with two of the leading engineering and construction
firms in the world, Bechtel Power and Fluor Corp.  Bechtel and
Fluor have built more of the world's coal-fired power plants over
the past 20 years than any other firms.

"After extensive review, we selected sites that maximize
opportunities to leverage existing infrastructure, minimize costs,
and enable a more efficient construction timeline," Wilder said.
"We are pleased to partner in this program with two of the best
engineering and construction firms in the world."

This endeavor will increase energy reliability and independence by
expanding reserve margins and diversifying supply.  In aggregate,
this plan will add an estimated 10% to the ERCOT supply, enough to
serve 6.5 million homes.  This increase should be sufficient to
meet Texas' growing demand through 2015.

In addition, TXU is launching a new company, TXU Renew, to double
its renewable energy portfolio by 2011.  TXU Renew will focus on
the growing renewable energy market by investing in renewable
power facilities.  This will bring TXU's total renewable energy
portfolio to approximately 1,400 MW, enough wind energy to power
about 275,000 homes.

To help find innovative solutions to Texas' long-term power needs,
TXU also plans to invest up to $2 billion in the development and
commercialization of the next horizon of cleaner power plant
technology, including integrated gasification combined cycle
technology.

                    New Service Offerings

Spurred by the competitive Texas market, TXU Energy is introducing
a set of new, innovative service offerings that substantially
increase the options that consumers have to manage their
electricity consumption.  Texans will now have access to the most
innovative assortment of retail electricity options in the U.S.
The new plans offer consumers the option to save money today,
secure long-term price certainty, and take more control over their
energy usage.  Some of the new options in the Peace of Mind
program include:

     Time of Use - Empowers customers to use electricity
     efficiently and wisely while saving as much as 20% during off
     peak periods, allowing customers to save money if they shift
     power usage to lower cost, off peak periods.

     SummerSavings 24SM - Offers immediate summer savings when
     customers use the most electricity due to the Texas heat -
     10% savings in the summer months plus a rate that is lower
     than the current Price-to-Beat rate during the other months
     over a two year period.

     SureValue SM - Provides savings, certainty, and up to 10% off
     current Price to Beat rates, for a full five year period.
     TXU Wholesale will offer large business customers the 'Stable
     and Secure Power' program. Large customers, including
     industrial companies, will have the opportunity to
     participate in the economics of these large-scale, coal-fired
     power plants through a combination of equity investments or
     upfront payments.  These customers could enjoy power prices
     that reflect the marginal economics and costs of coal-fired
     power.

"For our customers, the 'Peace of Mind' and 'Stable and Secure
Power' programs provide short- and long-term solutions, lower-
priced electricity and tools to better control electricity
consumption," added Wilder.

                   New Environmental Standards

TXU will set a new environmental standard - more than offsetting
key emissions from the new units by reducing emissions at existing
facilities.  With this plan, TXU will double its solid-fuel
generation capacity and at the same time will reduce key emissions
by 20% from where they are today.  This will be the largest
voluntary program of its type in the nation, lowering total
emissions while simultaneously bringing significant new capacity
into the market.  If all other plant construction follows this
standard, Texas will be able to serve its growing power needs
while improving air quality for the future.

TXU's plan includes up to $500 million for voluntary emission
reductions, accomplished through fuel switching and retrofitting
state-of-the-art emission controls at existing units.  These
actions will reduce TXU's current mercury emissions by more than
50%, well beyond current regulatory requirements, and make
substantial reductions in sulfur dioxide (SO2) and nitrogen oxide
(NOx) emissions as well.

TXU's planned investment also includes up to $2 billion for
installation of the best available control technology to minimize
emissions at the 11 expansion units.  The new plants will have
among the lowest SO2, NOx, and mercury emissions rates in the
nation and will be 80% cleaner than the average U.S. coal plant.

Overall, these actions will more than offset the SO2, NOx, and
mercury emissions from the new coal plants.  TXU will reduce at
least 1.5 pounds of these key emissions for every one pound from
the new units - equal to an overall reduction of 20% relative to
current levels.

"TXU recognizes the need for unprecedented action," said Wilder.
"TXU is introducing new service offerings to give our customers
more choices, tools and savings.  In addition, our massive
infrastructure investment will create more low-cost supply,
thousands of jobs, and improved air quality for the future.  In
short, TXU will 'Power the Future' of Texas."

                         About TXU Corp

Based in Dallas, Texas, TXU Corp. -- http://www.txucorp.com/--  
is an energy company that manages a portfolio of competitive and
regulated energy businesses in North America.  In TXU Corp.'s
unregulated business, TXU Energy provides electricity and related
services to 2.5 million competitive electricity customers in
Texas, more customers than any other retail electric provider in
the state.  TXU Power has over 18,300 megawatts of generation in
Texas, including 2,300 MW of nuclear and 5,837 MW of lignite/coal-
fired generation capacity.  The company is also one of the largest
purchasers of wind-generated electricity in Texas and North
America.  TXU Corp.'s regulated electric distribution and
transmission business, TXU Electric Delivery, complements the
competitive operations, using asset management skills developed
over more than one hundred years, to provide reliable electricity
delivery to consumers.  TXU Electric Delivery operates the largest
distribution and transmission system in Texas, providing power to
more than 2.9 million electric delivery points over more than
99,000 miles of distribution and 14,000 miles of transmission
lines.

TXU Corp.'s 6.55% Senior Notes due 2034 carry Moody's Investors
Service's Ba1 rating and Standard & Poor's BB+ rating.


UBIQUITEL INC: Agrees to $1.3 Billion Sprint Nextel Purchase
------------------------------------------------------------
Sprint Nextel Corp. (NYSE: S) and UbiquiTel Inc. (NASDAQ: UPCS)
inked an agreement for Sprint Nextel to acquire UbiquiTel for
approximately $1.3 billion, including the assumption of about $300
million of net debt.  The transaction value represents 9.4x
projected 2006 Adjusted Operating Income Before Depreciation and
Amortization.

Under the terms of the agreement, Sprint Nextel will acquire all
of UbiquiTel's outstanding common shares for $10.35 per share in
an all-cash merger.  The acquisition is subject to the approval of
UbiquiTel shareholders and customary regulatory approvals, and is
expected to be completed in the second quarter of 2006.

As part of the agreement, Sprint Nextel and UbiquiTel will seek an
immediate stay of litigation pending in the Delaware Court of
Chancery with a final resolution to become effective upon closing
of the acquisition.

Sprint Nextel's financial advisor for the transaction was
Citigroup Global Markets Inc.  Its principal legal advisor was
King & Spalding LLP.  UbiquiTel's financial advisor was Bear,
Stearns & Co. Inc. and its principal legal advisor was Kirkland &
Ellis LLP.

                           About Sprint

Sprint Nextel -- http://www.sprint.com/-- offers a comprehensive
range of communications services bringing mobility to consumer,
business and government customers.  Sprint Nextel is widely
recognized for developing, engineering and deploying innovative
technologies, including two robust wireless networks offering
industry leading mobile data services; instant national and
international walkie-talkie capabilities; and an award-winning and
global Tier 1 Internet backbone.

                          About UbiquiTel

UbiquiTel -- http://www.ubiquitelpcs.com/-- based in
Conshohocken, Pa., provides Sprint PCS services in mid-size
markets in California, Idaho, Indiana, Kentucky, Nevada,
Tennessee, Utah, Washington and Wyoming, covering 8.3 million
people.  As of March 31, 2006, the company served approximately
452,000 direct wireless subscribers and 151,000 wholesale
subscribers.  UbiquiTel employs about 425 people and had revenues
for the 12 months ended Dec. 31, 2005 of $422.7 million.

                             *   *   *

As reported in the Troubled Company Reporter on Dec. 19, 2005,
Standard & Poor's Rating Services raised its ratings on UbiquiTel
including its corporate credit rating, which was raised to 'B-'
from 'CCC+', and its senior unsecured debt rating, which was
raised to 'B-' from 'CCC'.  The outlook is positive.  The ratings
on these entities were removed from CreditWatch, where they were
placed with positive implications on Nov. 2, 2005, because of
strengthening operating and financial performance.


UNITED COMPONENTS: Proposed $155MM ASC Buy Cues S&P to Cut Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on automotive aftermarket supplier United Components Inc.
(UCI) to 'B+' from 'BB-' and its rating on UCI's $230 million
senior subordinated notes to 'B-' from 'B'.

Standard & Poor's also assigned its 'BB-' rating to the
Evansville, Ind.-based UCI's proposed $330 million term loan D
senior secured credit facility and assigned a recovery rating of
'1'.  The ratings were removed from CreditWatch, where they had
been placed on March 9 with negative implications.

Standard & Poor's expects to withdraw the rating on the company's
senior secured term loan C when it is repaid as part of the
proposed transaction.  The outlook is stable.

"The downgrade reflects UCI's proposed, debt-financed acquisition
of ASC Industries for $155 million," said Standard & Poor's credit
analyst Nancy C. Messer.  "UCI's financial profile will be highly
leveraged following the transaction.  Not only will the company be
burdened with acquisition-related debt, but its EBITDA was weaker
than our expectations for the 12 months ended Dec. 31, 2005, and
we believe that any prospective improvements would not be
sufficient to justify the previous rating."

UCI plans to fund the acquisition largely with the new $330
million term loan D issued under its existing senior secured
credit facility.  Proceeds from the issue will also be used, in
part, to pay off the existing $217 million term loan C facility.

Although the acquisition of ASC is consistent with UCI's
previously articulated business strategy, the purchase will be
funded with an incremental $115 million of secured borrowings.
As a result, pro forma lease-adjusted leverage at Dec. 31, 2005,
would be about 5x, and the company will remain highly leveraged
through the year following the business combination.  Taking
the proposed transaction into account, UCI's pro forma debt as of
Dec. 31 would be $568 million.

In Standard & Poor's view, the acquisition should enhance UCI's
business position, somewhat alleviating difficult market
conditions that have eroded the company's margins in recent
quarters.  The purchase will also allow UCI to accelerate its
planned expansion of sourcing from low-cost countries.

As one of UCI's most effective rivals in the water pump segment
of its business, ASC has also now been eliminated as a competitor.
It has a solid market position, a long-standing manufacturing
presence in low-cost China, and proven experience with lean
manufacturing methods.  Integration risks should be reduced by the
fact that ASC will remain an independently operated unit within
UCI and that both companies currently manufacture virtually the
same water pump product.

The combination will provide opportunities for UCI to achieve
operating cost synergies in the next two years estimated to reach
about $12 million.  However, in the near term, the deal increases
the company's financial risk at a time when auto aftermarket
conditions have become more competitive.  In addition, the planned
synergies will require near-term investments of an amount equal to
the annual savings.


W.R. GRACE: Futures Rep. Replaces CIBC Piper Jaffray as Advisor
---------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware approved the retention of CIBC World Markets Corp as
financial advisor for David T. Austern, the Court-appointed legal
representative for future asbestos claimants.

Effective February 10, 2006, the FCR terminated CIBC's employment.

Joseph J. Radecki, Jr., Jonathan Brownstein, Ritwik Chatterjee
and other financial advisors primarily responsible for
representation at CIBC have joined Piper Jaffray & Co. effective
as of February 13, 2006.

By this application, the FCR asks Judge Fitzgerald's permission
to retain Piper Jaffray as his financial advisor, nunc pro tunc
to February 13, 2006.

The FCR believes that the continued representation of the Former
CIBC Professionals is essential to its role in the Debtors' cases
because the Professionals are already familiar with the Debtors'
complicated industry and other issues important to the FCR and to
asbestos personal injury claimants who may assert claims or
demands in the future.

The engagement agreement between the FCR and Piper Jaffray is
substantially the same in all material respects as the terminated
engagement agreement between the FCR and CIBC, particularly the
indemnification provisions.

As the FCR's financial advisor, Piper Jaffray will:

   (a) assist the FCR in analyzing and reviewing the acts,
       conduct, assets, liabilities and financial condition of
       the Debtors;

   (b) familiarize itself to the extent appropriate with the
       operation of the Debtors' businesses, advise the FCR
       with respect to the Debtors' proposed restructuring and
       implementation of a trust, including analyzing,
       negotiating and effecting a plan of reorganization or
       recapitalization for the Debtors, and, to the extent
       necessary, performing valuation analyses on the Debtors
       and their assets;

   (c) evaluate the financial effect of the implementation of
       any plan of reorganization on the Debtors' assets or
       securities; and

   (d) render any other tasks as mutually agreed on with the
       FCR.

Pursuant to the Engagement Agreement, Piper Jaffray will be paid:

   -- a $100,000 monthly cash fee for the initial one year of
      the engagement, starting on the effective date of the
      Engagement Agreement, payable monthly in arrears; and

   -- a negotiable fee that is mutually acceptable to the
      parties, following the initial one-year period, subject
      to Court approval, for each month up through the
      effective date of a plan of reorganization or termination
      of the Engagement Agreement, whichever first occurs.

In addition, the Engagement Agreement provides for reimbursement
of reasonable out-of-pocket expenses incurred in connection with
the provision of Piper Jaffray's services.

Joseph J. Redecki, Jr., managing director of the Financial
Restructuring Group of Piper Jaffray & Co., attests that the firm
does not have any connection with the FCR, the Debtors and other
parties-in-interest, and does not represent or hold an adverse
interest with respect to which it is to be employed.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdalerepresent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


W.R. GRACE: Futures Rep. Wants Orrick Herrington as Counsel
-----------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware authorized David Austern, the Court-appointed legal
representative for future asbestos claimants, to retain Swidler
Berlin LLP, as his bankruptcy counsel.

Effective as of February 6, 2006, Roger Frankel, Richard Wyron,
Jonathan Guy, Debra Felder, and other lawyers representing
Swidler joined Orrick Herrington & Sutcliffe LLP.

To avoid delaying the Chapter 11 proceeding and the exercise of
his duties, the Futures Representative seeks Judge Fitzgerald's
approval to continue to engage those lawyers by retaining Orrick
Herrington as his new bankruptcy counsel, nunc pro tunc to
February 6, 2006.

The Futures Representative tells Judge Fitzgerald that the Former
Swidler Attorneys are already familiar with the Debtors' cases
and with the concerns and issues important to him and to the
asbestos personal injury claimants who may assert claims or
demands in the future.

Specifically, Orrick Herrington will:

   (a) provide legal advice and representation with respect to
       the Futures Representative's powers and duties in
       connection with the Debtors' cases;

   (b) prepare and file all applications, motions, responses,
       objections and other pleadings in the Debtors'
       proceedings as may be necessary;

   (c) appear and represent the Futures Representative at
       hearings and other meetings, as appropriate;

   (d) represent and advise the Futures Representative with
       respect to any contested matter, adversary proceeding,
       lawsuit or other proceeding in which he may become a
       party or otherwise appear in connection with the
       Chapter 11 proceedings;

   (e) represent and advise the Futures Representative with
       respect to any plan or plans of reorganization; and

   (f) perform all other necessary legal services that the
       Futures Representative authorizes and requests as may be
       Appropriate.

Currently, Phillips, Goldman & Spence, P.A., is employed as the
Futures Representative's Delaware co-counsel and will continue to
serve as co-counsel with Orrick Herrington.  The Futures
Representative expects the two firms to coordinate their work to
avoid any duplication of effort.

Orrick Herrington intends to apply for compensation for
professional services on an hourly basis, and for reimbursement
of actual and necessary expenses incurred.

In light of confidentiality considerations, Orrick Herrington
reserves the right to redact its time and expense records as it
believes appropriate.

With respect to U.S.-based professionals, Orrick Herrington's
current standard hourly rates are:

           Roger Frankel                $725
           Richard Wyron                 645
           Jonathan Guy                  605
           Monique Almy                  525
           Mary Wallace                  500
           Matthew Cheney                490
           Kathleen Orr                  430
           Debra Felder                  405
           Kimberly Neureiter            375
           Katherine Thomas              325
           Debra Fullem                  210
           Rachael Barainca              140

Orrick Herrington will utilize other attorneys and
paraprofessionals as necessary.

Mr. Frankel attests that Orrick Herrington does not have any
connection with the Futures Representative, the Debtors, and
other parties-in-interest, and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdalerepresent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


W.R. GRACE: Wants to Contribute to Chicago 51st Pension Plan
------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, in Wilmington, Delaware, relates that the
manufacturing facility located at 6050 W. 51st Street, in
Chicago, Illinois, is one of the largest "Darex" plants of W.R.
Grace & Co. and its debtor-affiliates.   Darex produces metal can
sealants, "soda-sorb" and other products.  Darex is part of the
Debtors' Grace Performance Chemicals business.

At Chicago 51st Street, the Debtors employ approximately 150
hourly and salaried employees.  The steelworkers union represents
68 of the employees.

Mr. O'Neill tells Judge Fitzgerald that the collective bargaining
agreement with the Union was scheduled to expire on January 22,
2006.  To avoid any possibility of a work stoppage, a new
agreement to replace the prior agreement was needed to be
finalized on that date.

In anticipation of the expiration of the prior collective
bargaining agreement, the Debtors made a final offer that became
the 2006 Union Agreement when the Union Employees ratified the
final offer on January 24, 2006.

The Debtors' objective regarding the negotiations with the Union
were:

   -- to increase Union members' contributions towards medical
      premiums from 20% to 30% of the total cost;

   -- sign a four-year labor agreement that would include a "no
      strike" clause; and

   -- cross-train certain Union employees to enhance efficiency
      and productivity at the work site.

The Union Agreement accomplished those objectives in a cost
effective manner, Mr. O'Neill says.  The average annual
percentage increase for wages and benefits is 2.5% per year,
exclusive of pension expense.

During the negotiations, the Debtors rejected the Union's demands
for concessions in many areas, including more holidays, more
vacation, and a $30 increase in monthly pension benefits, spread
over 3 years.  However, the Debtors agreed to amend the Union
Pension Plan to increase monthly pension benefits by $10 over
four years, provided that the Debtors could secure the requisite
approval from the Court.

          Union Pension Plan and the Pension Amendments

Mr. O'Neill explains that the trust funding the Retirement Plan
of W.R. Grace & Co.-Conn. Chemical Group (Chicago Dewey & Almy
Plant) is a defined-benefit pension plan, which satisfies the
qualification requirements under Section 401(a) of the Internal
Revenue Code.  The "plan year" applicable to the Plan is a
calendar year.  The Pension Plan is funded with employer
contributions that are in the trust that is tax-exempt.

In addition, the Pension Plan does not require employee
contributions.  As of January 1, 2006, the fair market value of
the assets held in trust to provide Pension Plan benefits
aggregated $2,800,000.

According to Mr. O'Neill, the Pension Plan is a so-called "flat-
dollar unit benefit plan," which provides a specific dollar
amount for each year of service, commencing at age 65, that is
paid in the form of an annuity over the life of the retired
employee.

Mr. O'Neill ascertains that the most significant aspect of the
Pension Amendments is that the monthly pension benefit for any
Union Employee who retires on or after February 1, 2006, would be
increased from $35 per year of service to this applicable amount:

         Retirement Date              Monthly Pension
         ---------------              ---------------
            2/1/2006                        $36
            2/1/2007                         39
            2/1/2008                         42
            2/1/2009                         45

Aside from the Pension Amendments, the only other material cost
to the Debtors as a result of the 2006 Union Agreement is a
moderate wage increase of 3% per year.

                        Funded Exception

Section 401(a)(33) of the IRC generally prohibits the adoption of
any amendment to enhance benefits under a defined benefit pension
plan during the period that the employer sponsoring that plan is
a Chapter 11 debtor, unless one of the exceptions provided by
that statute is satisfied.

According to Mr. O'Neill, the exception that is most relevant to
the circumstances regarding the Union Pension Plan is specified
in subpart (B)(i) of Section 401(a)(33), which provides that
certain amendments may be adopted where "the plan, were such
amendment to take effect, would have a funded current liability
percentage of 100% or more."

                 $904,815 Required Contribution

To implement the Pension Amendments, the Debtors propose to make
a one-time, lump sum contribution of $904,815 -- but in no event
more than $1,300,000 -- to the Union Pension Plan, or $1,228,542
if the Pension Funding Equity Act is not extended by no later
than September 15, 2006.

In that case, the Required Contribution would be deemed to have
been made on December 31, 2005, to calculate the "funded current
liability percentage" for the 2005 plan year.

The Debtors also seek to effectuate the Pension Amendments in
accordance with their obligations under the 2006 Union Agreement.

The Pension Amendments would be adopted effective on or after
January 1, 2006, to which the Funded Exception would be
satisfied.

                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.  The Company and its debtor-
affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq., at
Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Elihu Inselbuch, Esq., and
Nathan D. Finch, Esq., at Caplin & Drysdalerepresent the
Official Committee of Asbestos Personal Injury Claimants.  
The Asbestos Committee of Property Damage Claimants tapped
Scott L. Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin
Sumberg Baena Price & Axelrod LLP to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to the Official
Committee of Equity Security Holders.  


WARRIOR ENERGY: Expects to Raise $163.5 Million in Stock Sale
-------------------------------------------------------------
Warrior Energy Services Corporation fka Black Warrior Wireline
Corporation is offering 7,627,534 shares of its common stock at
$23.50 per share.  Twenty-two shareholders are also selling off
592,466 shares of their holdings.

The Company expects to net, after deducting estimated expenses and
underwriting discounts and commissions and the transaction fee,
around $163.5 million.  The Company will use the proceeds to:

   -- to repurchase or repay $133.9 million of the Company's
      existing equity securities; and

   -- to repay $29.6 million of the Company's outstanding
      indebtedness (including pre-payment penalties).

The Company will buy back the stockholdings of St. James
Partnerships and the Underbrink Family Entities after this
transaction.  St. James will receive $133.9 million for its
shares.  The Company will pay Underbrink Family Entities
$18.5 million for their shares.  The registration statement on
the offer did not indicate how the Company intends to fund
additional $18.5 million it needs to buy back all the stock it
promised to buy.

The Company will not receive any of the proceeds from the sale of
common shares by the selling shareholders.

The Company's common shares are listed in the Nasdaq with the
symbol "WARR"  The Company's share price rose from $22.50 at the
start of the month to $31.01 at closing on April 19, 2006.

A full-text copy of the Registration Statement is available for
free at http://ResearchArchives.com/t/s?82e

Warrior Energy Services Corporation fka Black Warrior Wireline
Corporation is a natural gas and oil well services company that
provides cased-hole wireline and well intervention services to E&P
companies.  The Company has applied to list the common stock on
the Nasdaq National Market under the symbol "WARR".  The current
trading symbol for the common stock on the over-the-counter market
is "WGSV".

As of December 31, 2005, the Company's equity deficit narrowed to
$15,571,447 from a $25,208,634 deficit at December 31, 2004.


WESTAR ENERGY: Moody's Reviewing Ba1 Debt Rating and May Upgrade
----------------------------------------------------------------
Moody's Investors Service placed the debt ratings of Westar Energy
and its subsidiary Kansas Gas & Electric under review for possible
upgrade.  The ratings placed under review include Westar's Ba1
Issuer Rating, Baa3 senior secured bonds, Ba1 senior unsecured
debt, and Ba3 preferred stock.  The ratings placed under review
for Kansas Gas & Electric include its Baa3 senior secured bonds
and Baa3 senior secured lease obligation bonds.

The review for upgrade recognizes:

   1) The recent electric rate order from the Kansas Corporate
      Commission, which includes the reinstatement of an
      adjustment clause for more timely recovery of fuel and
      purchased power costs, and provides for recovery of
      environmental spending and other on-going costs without the
      need to file a general rate case.

   2) Lower overall business risk following the divestiture of
      non-core assets

   3) Stronger financial results in 2005, including a ratio of
      funds from operations to debt of 17% and a ratio of FFO to
      interest of 3.8x in accordance with Moody's standard global
      adjustments.  If sustainable, these ratios would be
      consistent with a Baa3 rating for a utility with an average
      to below average regulatory environment and an overall risk
      category in the medium range as defined in Moody's rating
      methodology for global regulated electric utility
      companies.

   4) Improvements made in the areas of corporate governance and
      management oversight practices and settlement of
      shareholder lawsuits related to the activities of the
      previous top management team.

Moody's review will consider the company's ability to sustain its
improved financial performance while funding increased capital
spending to increase its generating flexibility and satisfy rising
environmental standards.  Through 2008, Moody's anticipates
significant increases in capital spending for environmental
upgrades related to the company's coal facilities and to add
peaking capacity.

Westar Energy is an integrated electric utility headquartered in
Topeka, Kansas.  The company, along with its principal subsidiary,
Kansas Gas & Electric, serves approximately 660,000 customers in
the state.


WINDOW ROCK: Gets Court Okay to Hire Squar Milner as Accountants
----------------------------------------------------------------
Window Rock Enterprises, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the Central District of California
to employ Squar, Milner, Reehl & Williamson, LLP, as its
accountants.

As reported in the Troubled Company Reporter on Jan. 31, 2006,
Squar Milner will:

   1) consult with the Debtor regarding tax matters and assist in
      preparing its federal and state income tax returns and in
      preparing financial reports, including the reports required
      to be submitted to the Office of the U.S. Trustee;

   2) assist the Debtor in preparing pleadings in connection with
      plan confirmation proceedings in its chapter 11 case and in
      expert testimony as needed by the Debtor;

   3) provide accounting support in litigation affecting the
      Debtor and its reorganization and assist in settlement
      negotiations related to its chapter 11 case; and

   4) perform all other accounting services to the Debtor that are
      necessary in its chapter 11 case.

Stephen P. Milner, C.P.A., a managing partner at Squar Milner,
disclosed that his Firm received a $108,000 retainer.  Mr. Milner
reports that Squar Milner will also be paid on a monthly basis for
its professionals' fees and expenses after the retainer is
exhausted.

Squar Milner assured the Court that it does not represent any
interest materially adverse to the Debtor pursuant to Section
327(a) 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.


WINN-DIXIE: Former Employees & Retirees Want Documents Produced
---------------------------------------------------------------
Richard Ehster, Gary Osborne, Scott Hunt, Stan Timbrook and John
Gardner are former Winn-Dixie employees and retirees with claims
based on their interests in the Debtors' "MSP" retirement plan.

Mr. Ehster holds Claim Nos. 934, 4490, and 11919.  Mr. Osborne
holds Claim Nos. 9309 and 12270.  Mr. Hunt holds Claim Nos. 5709
and 12041.  Stan Timbrook holds Claim No. 6842.  Mr. Gardner
holds Claim Nos. 9306, 9315, 11923 and 11924.

The Claimants anticipate that the Debtors may eventually propose
a plan of reorganization, which seeks to pay their claims, as
well as those of all other former retirees with MSP claims
similar to theirs, at some fraction of their total amount, or not
at all.

The Claimants seek to examine, pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure:

    (a) dividends paid and other transfers to shareholders of the
        Debtors;

    (b) the Debtor's "MSP" retirement plan;

    (c) life insurance policies owned by the Debtors; and

    (d) communications between Debtors and other persons, which
        concern, reflect or in any way relate to dividends, the
        retirement plan and life insurance policies.

The Claimants also ask the U.S. Bankruptcy Court for the Middle
District of Florida to direct Winn-Dixie Stores, Inc., and its
debtor-affiliates to produce all documents, which in any way refer
to, reflect, or relate to any fact within the scope of the topics
of inquiry.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Gem Cedar Lease Rejected Effective April 20
-------------------------------------------------------------
On Nov. 21, 1997, Winn-Dixie Raleigh, Inc., and Gem Cedar, L.L.C.,
entered into a lease for Store No. 997.  Pursuant to the terms of
the Lease, WD Raleigh pays Gem Cedar $503,782 in annual rent.

On Aug. 21, 2002, WD Raleigh subleased the premises to Cornerstone
Christian Church.  Under the Sublease, Cornerstone Christian is
required to pay WD Raleigh monthly rent at graduated rates in the
range between $8,298 and $23,744.

Cornerstone Christian defaulted under the Sublease by failing to
pay the correct prepetition rent due.  Cornerstone Christian also
stopped paying any rent since the Petition Date, D. J. Baker,
Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York,
tells the Court.

WD Raleigh notified Cornerstone Christian of the default.
Cornerstone Christian failed to cure the default.  As a result,
WD Raleigh terminated the Sublease effective March 14, 2006.

As of March 14, 2006, Cornerstone Christian owes WD Raleigh
$405,780 in past due rent.

The Debtors now have no subtenant in the store and have exited
the Chesapeake, Virginia, market area.  The Debtors therefore
have no further need for the Lease and by rejecting it, will save
the estates $500,000 a year.

Accordingly, Winn-Dixie Stores, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the Middle
District of Florida to:

    (a) reject the Lease effective April 20, 2006; and

    (b) establish a bar date for Gem Cedar to file any rejection
        damage claim arising in connection with the Lease.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants to Ink Commercial Surety Pact With RLI Insurance
------------------------------------------------------------------
In order to comply with various federal and state laws and
regulations, as well as various utility provider requirements,
Winn-Dixie Stores, Inc., and its debtor-affiliates must post, or
have a surety post, bonds or other forms of security including
bonds:

    -- under the federal Perishable Agricultural Commodities Act
       regulations in order for the Debtors to purchase
       agricultural goods and services on credit;

    -- to comply with federal and state workers' compensation
       insurance regulations; and

    -- to maintain or establish water, waste, telephone and
       electric utility accounts.

Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to enter into a commercial surety agreement with RLI Insurance
Company.

After lengthy negotiations, the Debtors and RLI have agreed that:

    1. RLI, in its sole discretion, will issue bonds on the
       Debtors' behalf of up to $10,000,000 and pay any claims
       made against the bonds;

    2. the Debtors will indemnify RLI for any losses incurred as a
       result of the issuance;

    3. the Debtors will pay RLI a percentage of each bond issued
       and a minimum annual payment -- the Premium Commitment;

    4. the Debtors will post letters of credit, obtained from the
       DIP Lender, as collateral under the bonds; and

    5. the Debtors will pay RLI reasonable attorneys' fees
       incurred in negotiating, documenting and obtaining approval
       of the Surety Agreement.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, asserts that the Surety Agreement is
beneficial to the Debtors and their estates because:

    1. RLI has agreed to a financial fee of 2% of the principal
       amount of any bond issued, with a minimum fee of $100 for
       each bond, which is competitive with other surety's rates;

    2. RLI will only require a collateral of 100% of any bond
       issued unlike other sureties that require posting of
       collateral of 125% of the face amount of the bond;

    3. RLI has agreed to a $120,000 Premium Commitment compared to
       other sureties, which require the Debtors to make a Premium
       Commitment of $250,000 or more; and

    4. establishing a relationship with a surety willing to help
       the Debtors meet the demands of the marketplace will assist
       the Debtors greatly as they prepare to exit from
       bankruptcy.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WOOD RESOURCES: Canceled Offering Cues S&P to Withdraw B- Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Greenwich, Connecticut-based Wood Resources LLC, including the
'B-' corporate credit rating, and on its co-issuer, Wood Resources
Finance Corp., at the company's request.

"The request came in connection with Wood Resources' decision not
to pursue its proposed debt offering," said Standard & Poor's
credit analyst Kenneth L. Farer.


WORLDCOM INC: Inks Stipulation Settling Philadelphia's Tax Claims
-----------------------------------------------------------------
On January 22, 2003, the City of Philadelphia filed Claim Nos.
18486, 18487, 18488, 18489, 18490, 18491, 18492, and 18493 against
WorldCom, Inc., and its debtor-affiliates.

The Debtors objected to the Original Claims and thereafter, the
Claims were expunged, paid or settled.

In September 2005, the City filed motions for:

   -- the payment of an administrative expense claim; and

   -- the allowance of claims and filing of returns.

On October 3, 2005, the City filed Claim No. 38595, asserting the
same prepetition and administrative tax liabilities that are the
subject of its Motions.

To settle their dispute, the Debtors and the City agree that:

   (a) the Debtors will pay $432,634, to the City in full and
       complete satisfaction of all of the City's unsecured,
       priority and administrative tax claims against the
       Debtors.  The Amount is to be paid as an administrative
       expense priority tax claim under Section 503(b) of the
       Bankruptcy Code for taxes and interest only;

   (b) the Debtors will pay the Settlement Amount, without delay,
       by check made payable to The City of Philadelphia and sent
       to:

          Carolyn Hochstadter Dicker,
          Klehr, Harrison, Harvey,
          Branzburg & Ellers LLP,
          260 S. Broad Street,
          Philadelphia, PA 19102-5003

   (c) the non-filer liability listed in Claim No. 38595 for tax
       periods ending on or before December 31,1998, has been
       resolved through settlement of the Original Claims;

   (d) the Stipulation resolves all outstanding claims and tax
       liabilities between the Parties;

   (e) the Released Parties agree that any and all tax claims
       they may have against the City are also resolved by the
       Stipulation for any tax period ending on or before
       December 31, 2004; and

   (f) the City agrees that the overpayment shown on the 2004
       Business Privilege Tax Return filed by MCI WorldCom
       Communications, Inc., for $334,673, is available to be
       used as a credit against the Debtors' 2005 Business
       Privilege Tax liability, assuming that the return is duly
       filed, as required.

                          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)


* BOND PRICING: For the week of April 17 - April 21, 2006
---------------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  01/15/04     0
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     2
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        7.500%  01/15/04    48
Adelphia Comm.                        7.750%  01/15/09    49
Adelphia Comm.                        7.875%  05/01/09    49
Adelphia Comm.                        8.125%  07/15/03    48
Adelphia Comm.                        8.375%  02/01/08    51
Adelphia Comm.                        9.250%  10/01/02    49
Adelphia Comm.                        9.375%  11/15/09    52
Adelphia Comm.                        9.500%  02/15/04    50
Adelphia Comm.                        9.875%  03/01/05    49
Adelphia Comm.                        9.875%  03/01/07    47
Adelphia Comm.                       10.250%  06/15/11    53
Adelphia Comm.                       10.250%  11/01/06    50
Adelphia Comm.                       10.500%  07/15/04    62
Adelphia Comm.                       10.875%  10/01/10    50
Advanced Access                      10.750%  06/15/11    74
AHI-Dflt07/05                         8.625%  10/01/07    68
Albertson's Inc.                      6.520%  04/10/28    73
Allegiance Tel.                      11.750%  02/15/08    40
Allegiance Tel.                      12.875%  05/15/08    41
Amer & Forgn Pwr                      5.000%  03/01/30    67
Amer Color Graph                     10.000%  06/15/10    69
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
Antigenics                            5.250%  02/01/25    56
Anvil Knitwear                       10.875%  03/15/07    57
AP Holdings Inc                      11.250%  03/15/08    15
Archibald Candy                      10.000%  11/01/07     7
Armstrong World                       6.350%  08/15/03    74
Armstrong World                       6.500%  08/15/05    75
Armstrong World                       7.450%  05/15/29    74
Armstrong World                       9.000%  04/17/01    62
Armstrong World                       9.000%  06/15/04    72
Arvin Capital I                       9.500%  02/01/27    70
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     4
ATA Holdings                         13.000%  02/01/09     1
Atlantic Coast                        6.000%  02/15/34    22
Atlas Air Inc                         8.010%  01/02/10    61
Autocam Corp.                        10.875%  06/15/14    61
Avado Brands Inc                     11.750%  06/15/09     1
Aviation Sales                        8.125%  02/15/08    44
Avondale Mills                       10.250%  07/01/13    70
Banctec Inc                           7.500%  06/01/08    75
Bank New England                      8.750%  04/01/99     9
BBN Corp                              6.000%  04/01/12     0
Big V Supermkts                      11.000%  02/15/04     0
Burlington North                      3.200%  01/01/45    54
CCH II/CCH II CP                     10.250%  01/15/10    60
Cell Therapeutic                      5.750%  06/15/08    48
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                      8.625%  04/01/09    73
Charter Comm Hld                      9.625%  11/15/09    73
Charter Comm Hld                     10.000%  04/01/09    73
Charter Comm Hld                     10.000%  05/15/11    56
Charter Comm Hld                     11.125%  01/15/11    58
Charter Comm Inc                      5.875%  11/16/09    69
Cherokee Int'l                        5.250%  11/01/08    70
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                   9.920%  04/01/14    55
CIH                                  10.000%  05/15/14    54
CIH                                  11.125%  01/15/14    59
Ciphergen                             4.500%  09/01/08    72
Clark Material                       10.750%  11/15/06     0
Collins & Aikman                     10.750%  12/31/11    33
Comcast Corp.                         2.000%  10/15/29    40
Concentric Network                   12.750%  12/15/07     0
Coyne Intl Enter                     11.250%  06/01/08    72
CPNL-Dflt12/05                        4.750%  11/15/23    37
CPNL-Dflt12/05                        6.000%  09/30/14    26
CPNL-Dflt12/05                        7.625%  04/15/06    60
CPNL-Dflt12/05                        7.750%  04/15/09    58
CPNL-Dflt12/05                        7.750%  06/01/15    23
CPNL-Dflt12/05                        7.875%  04/01/08    59
CPNL-Dflt12/05                        8.500%  02/15/11    37
CPNL-Dflt12/05                        8.625%  08/15/10    37
CPNL-Dflt12/05                        8.750%  07/15/07    57
CPNL-Dflt12/05                       10.500%  05/15/06    58
Cray Inc.                             3.000%  12/01/24    72
Cray Research                         6.125%  02/01/11    33
Cummins Engine                        5.650%  03/01/98    71
Curative Health                      10.750%  05/01/11    62
Dal-Dflt09/05                         9.000%  05/15/16    26
Dana Corp                             5.850%  01/15/15    74
Dana Corp                             7.000%  03/01/29    75
Dana Corp                             7.000%  03/15/28    74
Decorative Home                      13.000%  06/30/02     0
Delco Remy Intl                       9.375%  04/15/12    47
Delco Remy Intl                      11.000%  05/01/09    53
Delphi Corp                           6.500%  08/15/13    63
Delphi Trust II                       6.197%  11/15/33    39
Delta Air Lines                       2.875%  02/18/24    25
Delta Air Lines                       7.541%  10/11/11    69
Delta Air Lines                       7.700%  12/15/05    24
Delta Air Lines                       7.900%  12/15/09    26
Delta Air Lines                       8.000%  06/03/23    25
Delta Air Lines                       8.187%  10/11/17    61
Delta Air Lines                       8.270%  09/23/07    70
Delta Air Lines                       8.300%  12/15/29    25
Delta Air Lines                       8.540%  01/02/07    43
Delta Air Lines                       8.540%  01/02/07    60
Delta Air Lines                       8.950%  01/12/12    70
Delta Air Lines                       9.200%  09/23/14    69
Delta Air Lines                       9.250%  03/15/22    24
Delta Air Lines                       9.300%  01/02/10    75
Delta Air Lines                       9.320%  01/02/09    54
Delta Air Lines                       9.375%  09/11/07    72
Delta Air Lines                       9.750%  05/15/21    24
Delta Air Lines                       9.875%  04/30/08    64
Delta Air Lines                      10.000%  05/17/10    71
Delta Air Lines                      10.000%  06/01/10    63
Delta Air Lines                      10.000%  06/01/11    51
Delta Air Lines                      10.000%  06/05/11    59
Delta Air Lines                      10.000%  06/05/13    59
Delta Air Lines                      10.000%  08/15/08    26
Delta Air Lines                      10.060%  01/02/16    66
Delta Air Lines                      10.080%  06/16/07    59
Delta Air Lines                      10.125%  05/15/10    26
Delta Air Lines                      10.125%  06/16/09    61
Delta Air Lines                      10.125%  06/16/10    60
Delta Air Lines                      10.375%  02/01/11    25
Delta Air Lines                      10.375%  12/15/22    31
Delta Air Lines                      10.500%  04/30/16    75
Discovery Zone                       13.500%  08/01/02     0
Diva Systems                         12.625%  03/01/08     1
Dura Operating                        9.000%  05/01/09    55
Dura Operating                        9.000%  05/01/09    57
DVI Inc                               9.875%  02/01/04    13
Dyersburg Corp                        9.750%  09/01/07     0
Eagle Family Food                     8.750%  01/15/08    74
Eagle-Picher Inc                      9.750%  09/01/13    70
Encompass Service                    10.500%  05/01/09     0
Encysive Pharmacy                     2.500%  03/15/12    72
Epix Medical Inc.                     3.000%  06/15/24    70
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.250%  07/01/08     0
Fedders North AM                      9.875%  03/01/14    69
Federal-Mogul Co.                     7.375%  01/15/06    49
Federal-Mogul Co.                     7.500%  01/15/09    48
Federal-Mogul Co.                     8.160%  03/06/03    40
Federal-Mogul Co.                     8.250%  03/03/05    44
Federal-Mogul Co.                     8.330%  11/15/01    47
Federal-Mogul Co.                     8.370%  11/15/01    38
Federal-Mogul Co.                     8.370%  11/15/01    43
Federal-Mogul Co.                     8.800%  04/15/07    45
Finova Group                          7.500%  11/15/09    35
FMXIQ-DFLT09/05                      13.500%  08/15/05    75
Foamex L.P.-DFLT                      9.875%  06/15/07    69
Ford Motor Co                         6.500%  08/01/18    68
Ford Motor Co                         6.625%  02/15/28    66
Ford Motor Co                         7.125%  11/15/25    67
Ford Motor Co                         7.400%  11/01/46    67
Ford Motor Co                         7.500%  08/01/26    69
Ford Motor Co                         7.700%  05/15/97    69
Ford Motor Co                         7.750%  06/15/43    69
Ford Motor Cred                       5.650%  01/21/14    73
Ford Motor Cred                       5.750%  01/21/14    73
Ford Motor Cred                       5.750%  02/20/14    71
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.900%  02/20/14    74
Ford Motor Cred                       6.000%  01/20/15    72
Ford Motor Cred                       6.000%  01/21/14    75
Ford Motor Cred                       6.000%  02/20/15    73
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.050%  02/20/15    71
Ford Motor Cred                       6.050%  03/20/14    75
Ford Motor Cred                       6.050%  04/21/14    74
Ford Motor Cred                       6.050%  12/22/14    71
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.100%  02/20/15    73
Ford Motor Cred                       6.150%  01/20/15    73
Ford Motor Cred                       6.150%  12/22/14    74
Ford Motor Cred                       6.200%  03/20/15    74
Ford Motor Cred                       6.200%  04/21/14    74
Ford Motor Cred                       6.250%  01/20/15    71
Ford Motor Cred                       6.250%  03/20/15    73
Ford Motor Cred                       6.250%  12/20/13    75
Ford Motor Cred                       6.300%  05/20/14    73
Ford Motor Cred                       6.550%  12/20/13    74
Ford Motor Cred                       7.500%  08/20/32    71
Gateway Inc.                          2.000%  12/31/11    71
General Motors                        7.125%  07/15/13    73
General Motors                        7.400%  09/01/25    65
General Motors                        7.700%  04/15/16    71
General Motors                        8.100%  06/15/24    66
General Motors                        8.250%  07/15/23    71
General Motors                        8.375%  07/15/33    72
General Motors                        8.800%  03/01/21    71
General Motors                        9.400%  07/15/21    72
Glenoit Corp                         11.000%  04/15/07     0
Global Health SC                     11.000%  05/01/08     2
GMAC                                  5.250%  01/15/14    72
GMAC                                  5.350%  01/15/14    75
GMAC                                  5.700%  10/15/13    74
GMAC                                  5.750%  01/15/14    75
GMAC                                  5.900%  01/15/19    71
GMAC                                  5.900%  01/15/19    72
GMAC                                  5.900%  10/15/19    75
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  02/15/19    73
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    72
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  04/15/19    73
GMAC                                  6.000%  09/15/19    72
GMAC                                  6.000%  09/15/19    73
GMAC                                  6.050%  08/15/19    73
GMAC                                  6.050%  08/15/19    73
GMAC                                  6.050%  10/15/19    73
GMAC                                  6.100%  09/15/19    73
GMAC                                  6.125%  10/15/19    73
GMAC                                  6.150%  08/15/19    73
GMAC                                  6.150%  09/15/19    72
GMAC                                  6.150%  10/15/19    74
GMAC                                  6.200%  04/15/19    74
GMAC                                  6.250%  04/15/19    74
GMAC                                  6.250%  05/15/19    74
GMAC                                  6.250%  07/15/19    74
GMAC                                  6.250%  12/15/18    74
GMAC                                  6.300%  08/15/19    74
GMAC                                  6.300%  08/15/19    74
GMAC                                  6.350%  04/15/19    75
GMAC                                  6.350%  07/15/19    74
GMAC                                  6.400%  11/15/19    73
GMAC                                  6.400%  12/15/18    75
GMAC                                  6.500%  12/15/18    75
Golden Books Pub                     10.750%  12/31/04     0
Graftech Int'l                        1.625%  01/15/24    71
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    74
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    29
Inland Fiber                          9.625%  11/15/07    60
Insight Health                        9.875%  11/01/11    52
Insilco Corp                         12.000%  08/15/07     0
Iridium LLC/CAP                      10.875%  07/15/05    26
Iridium LLC/CAP                      11.250%  07/15/05    25
Iridium LLC/CAP                      13.000%  07/15/05    25
Iridium LLC/CAP                      14.000%  07/15/05    27
Isolagen Inc.                         3.500%  11/01/24    57
JL French Auto                       11.500%  06/01/09     0
Jordan Industries                    10.375%  08/01/07    55
Kaiser Aluminum & Chem.               9.875%  02/15/02    53
Kaiser Aluminum & Chem.              10.875%  10/15/06    55
Kaiser Aluminum & Chem.              10.875%  10/15/06    58
Kaiser Aluminum & Chem.              12.750%  02/01/03     8
Kevco Inc                            10.375%  12/01/07     0
Key Plastics                         10.250%  03/15/07     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10     7
Kmart Corp.                           9.350%  01/02/20     7
Kmart Funding                         9.440%  07/01/18    70
Lehman Bros Hldg                     10.000%  10/30/13    65
Liberty Media                         3.250%  03/15/31    74
Liberty Media                         3.750%  02/15/30    57
Liberty Media                         4.000%  11/15/29    61
Lifecare Holding                      9.250%  08/15/13    61
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    64
Metricom Inc                         13.000%  02/15/10     0
Missouri Pac RR                       5.000%  01/01/45    74
Mosler Inc                           11.000%  04/15/03     0
Movie Gallery                        11.000%  05/01/12    49
MSX Int'l Inc.                       11.375%  01/15/08    64
Muzak LLC                             9.875%  03/15/09    60
Natl Steel Corp.                      8.375%  08/01/06     8
New Orl Grt N RR                      5.000%  07/01/32    67
New World Pasta                       9.250%  02/15/09     8
Northern Pacific RY                   3.000%  01/01/47    53
Northern Pacific RY                   3.000%  01/01/47    53
Northwest Airlines                    6.625%  05/15/23    42
Northwest Airlines                    7.039%  01/02/06     5
Northwest Airlines                    7.625%  11/15/23    41
Northwest Airlines                    7.875%  03/15/08    42
Northwest Airlines                    8.130%  02/01/14    69
Northwest Airlines                    8.700%  03/15/07    44
Northwest Airlines                    8.875%  06/01/06    42
Northwest Airlines                    8.970%  01/02/15    41
Northwest Airlines                    9.875%  03/15/07    42
Northwest Airlines                   10.000%  02/01/09    40
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc.                    10.750%  03/01/14    74
Nutritional Src.                     10.125%  08/01/09    65
NWA Trust                            11.300%  12/21/12    69
Oakwood Homes                         7.875%  03/01/04     8
Oakwood Homes                         8.125%  03/01/09    10
Oscient Pharm                         3.500%  04/15/11    75
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                      10.750%  06/01/08     1
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    10
Piedmont Aviat                       10.250%  01/15/49     0
Pixelworks Inc.                       1.750%  05/15/24    69
Pliant-DFLT/06                       13.000%  06/01/10    44
Pliant-DFLT/06                       13.000%  06/01/10    48
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Pres Riverboat                       13.000%  09/15/01     5
Primedex Health                      11.500%  06/30/08    60
Primus Telecom                        3.750%  09/15/10    40
Primus Telecom                        8.000%  01/15/14    68
Primus Telecom                       12.750%  10/15/09    75
Radnor Holdings                      11.000%  03/15/10    66
Read-Rite Corp.                       6.500%  09/01/04    14
Refco Finance                         9.000%  08/01/12    63
Reliance Group Holdings               9.000%  11/15/00    16
Reliance Group Holdings               9.750%  11/15/03     1
Renco Metals Inc                     11.500%  07/01/03     0
RJ Tower Corp.                       12.000%  06/01/13    70
Safety-Kleen Crp                      9.250%  06/01/08     0
Salton Inc.                          12.250%  04/15/08    67
Silverleaf Res                        8.000%  04/01/10    35
Source Media Inc.                    12.000%  11/01/04     0
Spinnaker Inds                       10.750%  10/15/06     0
Steel Heddle                         10.625%  06/01/08     0
Steel Heddle                         13.750%  06/01/09     0
Summit Secs Inc                       9.500%  09/15/05     0
Tekni-Plex Inc.                      12.750%  06/15/10    65
Thermadyne Holdings                  12.500%  06/01/08     0
Toys R Us                             7.375%  10/15/18    73
Trans Mfg Oper                       11.250%  05/01/09    64
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    71
Trism Inc                            12.000%  02/15/05     1
Triton Pcs Inc.                       8.750%  11/15/11    73
Triton Pcs Inc.                       9.375%  02/01/11    72
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc                        10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    48
United Air Lines                      7.870%  01/30/19    55
United Air Lines                      9.350%  04/07/16    30
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.360%  11/13/12     5
Univ Health Svcs                      0.426%  06/23/20    57
US Air Inc.                          10.250%  01/15/49     0
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  01/15/49     1
US Air Inc.                          10.550%  01/15/49     1
US Air Inc.                          10.680%  06/27/08     1
US Air Inc.                          10.900%  01/01/49     3
US Air Inc.                          10.900%  01/01/49     6
Venture Hldgs                        12.000%  06/01/09     0
Wachovia Corp                        13.000%  02/01/07    65
Werner Holdings                      10.000%  11/15/07    36
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    70
Winsloew Furniture                   12.750%  08/15/07    15
World Access Inc.                     4.500%  10/01/02     3
World Access Inc.                    13.250%  01/15/08     5

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior
M. Pinili, Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***