TCR_Public/060425.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 25, 2006, Vol. 10, No. 97

                             Headlines

ACTIVECORE TECHNOLOGIES: Weinberg Raises Going Concern Doubt
ACTUANT CORPORATION: Acquires D.L. Ricci for $50 Million in Cash
AMERICAN AIRLINES: Improved Earnings Prompt S&P's Positive Watch
AMR CORP: Improved Earnings Prompt S&P to Put B- Rating on Watch
ATA AIRLINES: Liquidating Units Have Until June 5 to File Plan

ATA AIRLINES: Asks Court to Approve Boeing Settlement Agreement
AXM PHARMA: Inks Pact Extending Repayment of $3.4 Mil. Conv. Notes
BASIC ENERGY: Earns $15.9 Million in Fourth Quarter 2005
BELDEN & BLAKE: S&P Affirms Junk Rating on $192.5 Million Notes
BENCHMARK ELECTRONICS: Earns $26.5 Million in First Quarter 2006

BILLING SERVICES: S&P Rates Proposed $55 Million Facility at B-
BLOCKBUSTER: Swapping $300M 9% Sr. Sub. Notes for Registered Bonds
BOSTON SCIENTIFIC: Guidant Deal Prompts Moody's to Lower Ratings
BOYDS COLLECTION: Court Okays McNees Wallace as Special IP Counsel
CALPINE CORP: Committee Wants ICF Consulting as Energy Advisor

CATHOLIC CHURCH: DuFresne's Objection to Schwabe's Fees Denied
CATHOLIC CHURCH: Portland Panel Wants to Negotiate with Insurers
CENVEO CORP: Price Competition Prompts Moody's Negative Outlook
CHOICE COMMUNITIES: Court Confirms 2nd Amended Reorganization Plan
COLETO CREEK: Fitch Affirms $390 Million Sec. Debts' Low-B Ratings

CONSOLIDATED COMM: Posts $2.1 Million Net Loss in Fourth Quarter
CONSTELLATION BRANDS: Moody's Rates Planned $1.3 Bil. Loans at Ba2
CONTINENTAL AIRLINES: Incurs $66 Million Net Loss in First Quarter
DANA CORP: Gets Final Court OK to Hire Miller Buckfire as Advisor
DANA CORP: Court Gives Final Nod on Retention of PwC as Auditors

DANA CORP: Court OKs Set-Off Procedures & Reduces Cap to $2 Mil.
DELLS MOTOR: Case Summary & 20 Largest Unsecured Creditors
DELTA AIRLINES: Walks Away from Atlanta Airport Tract 6 Lease
DELTA AIRLINES: Court Okays Rejection of Stock Option Pact
DONALD CREECH: Voluntary Chapter 11 Case Summary

ELECTRICAL COMPONENTS: Moody's Rates $60 Million Term Loan at B3
ELECTRICAL COMPONENTS: S&P Rates Planned $60 Mil. Facility at CCC+
EXCO RESOURCES: S&P Lowers Sr. Unsecured Note Rating to B- from B
FALCONBRIDGE LTD: Government Conciliator to Oversee Union Talks
FDL INC: Has Interim Access to Fifth Third's Cash Collateral

FEDDERS CORPORATION: Posts $62 Million Net Loss in 2005
FLYI INC: Walks Away from 738 Unnecessary Executory Contracts
FLYI INC: Wants to Walk Away from Dulles Headquarters Lease
FORD MOTOR: Incurs $1.2 Billion Net Loss in First Quarter
GALVEX HOLDINGS: Committee Hires DLA Piper as Bankruptcy Counsel

GALVEX HOLDINGS: Capital's Chap. 11 Case Excluded from Joint Cases
GRAHAM PACKAGING: Unit Restructures Debt to Cut Interest Expense
GRAHAM PACKAGING: Posts $52.6 Million Net Loss in 2005
HILB ROGAL: Favorable Market Position Cues Moody's to Up Ratings
HOST HOTELS: S&P Places BB- Corp. Credit Rating on Positive Watch

INDEPENDENT WHOLESALE: Voluntary Chapter 11 Case Summary
INSIGNIA SOLUTIONS: Nasdaq May Delist Stock Due to Low Equity
INTEGRATED ELEC: Equity Panel Wants Confirmation Hearing Adjourned
INTEGRATED ELECTRICAL: Seven Parties Object to Plan Confirmation
INTEGRATED ELECTRICAL: Winds Down Five Subsidiaries' Operations

INTEGRATED HEALTH: District Court Affirms Decision on THCI Leases
INTERACTIVE HEALTH: Weak Performance Cues S&P's Negative Watch
JOY GLOBAL: Moody's Withdraws Ba1 Corporate Family Rating
KAISER ALUMINUM: Motion to Block PBGC Pacts Draws Mixed Emotions
KAISER ALUMINUM: Wants E&A & Sovereign Settlement Pacts Approved

LIFETIME MARKETING: Case Summary & 19 Largest Unsecured Creditors
LONDON FOG: Court Okays Use of Sub. Lenders' Cash Collateral
LONDON FOG: Columbia Sportswear Buys Pacific Trail Assets for $20M
LORBER INDUSTRIES: Committee Taps Weiland as Bankruptcy Counsel
MARINER HEALTH: Court Reassigns Ch. 11 Cases to Judge Kevin Gross

MARSH SUPERMARKETS: S&P Holds CCC Sub. Debt Rating on CreditWatch
MLK RETAIL: Case Summary & 9 Largest Unsecured Creditors
MORGAN STANLEY: S&P Cuts Class L Certificates Rating to B from B+
NEWPAGE CORP: Parent IPO Prompts Moody's Developing Outlook
NUVOX COMM: Moody's Places Debt & Corporate Family Ratings at B2

PETCO ANIMAL: Posts $26.8 Mil. Net Earnings in 4th Quarter 2005
PETER WORKUM: Voluntary Chapter 11 Case Summary
PETROHAWK ENERGY: Moody's May Upgrade Ratings as KCS Deal Closes
POGO PRODUCING: S&P Holds BB Corp. Credit Rating on Negative Watch
POLYPORE INC: Reports $3.5 Million Net Income in 4th Quarter 2005

PRICE OIL: Sells 125 Gas Stations & Stores to Moore Oil
PROCARE AUTOMOTIVE: Committee Hires McDonald Hopkins as Counsel
PROCARE AUTOMOTIVE: Committee Hires Conway as Financial Advisors
QUIGLEY COMPANY: Has Until June 7 to Remove Civil Actions
REVLON INC: Unit Redeems 8-5/8% Sr. Sub. Notes for $111.8 Mil.

ROD SACLOLO: Case Summary & 17 Largest Unsecured Creditors
ROTECH HEALTHCARE: Revenue Reduction Prompts S&P to Cut Ratings
SAKS INC: Weak Operating Results Cue Fitch to Hold Low-B Ratings
SERACARE LIFE: Gets Access to Lenders' Cash Collateral
SIERRA PACIFIC: Units Boost Revolving Loan Amount by $100 Million

SLATER STEEL: Asks Court for Final Decree Closing Chapter 11 Cases
SOUNDVIEW CI-11: DBRS Rates $4.8 Million Class N3 Notes at BB
SOUTHERN STAR: Tender Offer for 8-1/2% Sr. Secured Notes Expires
STATION CASINOS: Exchanging Sr. Sub. Notes for Registered Bonds
TAG ENTERTAINMENT: A.J. Robbins Expresses Going Concern Doubt

TIMCO AVIATION: Resolves Covenant Default Under $4.7MM Term Loan
TOMMY HILFIGER: Extends Senior Bond Consent Deadline to May 5
US AIRWAYS: Improved Liquidity Cues Fitch's Positive Outlook
W.S. LEE: Court Okays $2.5 Million DIP Financing from Omega Bank
W&T OFFSHORE: S&P Rates Proposed $1.3 Billion Facilities at B+

W&T OFFSHORE: Earns $50.9 Million in Fourth Quarter 2005
WASTEQUIP INC: Recapitalization Prompts Moody's to Hold Ratings
WASTEQUIP INC: S&P Junks Rating on Proposed $100 Million Facility
WESTPOINT STEVENS: Wilmington Gets Okay to Release Escrowed Funds
WESTPOINT STEVENS: Aretex Parties Balk at Steering Panel's Fees

WINDOW ROCK: Hires Fulbright & Jaworski as Special Counsel
WINDOW ROCK: Taps Deeth Williams as Special Canadian Counsel
WORLDCOM INC: Resolves Dispute Over U.S. Defense Dept. Claims
WORLDCOM INC: 1st Circuit Affirms Dist. Ct. Ruling on APG Action

* Large Companies with Insolvent Balance Sheets

                             *********

ACTIVECORE TECHNOLOGIES: Weinberg Raises Going Concern Doubt
------------------------------------------------------------
Weinberg & Company, P.A., in Boca Raton, Florida, raised
substantial doubt about ActiveCore Technologies, Inc., fka IVP
Technology Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditors pointed to the
company's net loss, negative cash flow from operations, working
capital deficiency, and accumulated deficit.

ActiveCore Technologies filed its financial statements for the
year ended Dec. 31, 2005, with the Securities and Exchange
Commission on April 12, 2006.

The company reported a $2,275,458 net loss on $7,417,874 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $10,057,926
in total assets, $6,457,245 in total liabilities, and $3,600,681
in total stockholders' equity.

The company's Dec. 31 balance sheet also showed strained liquidity
with $4,426,433 in total current assets available to pay
$5,828,821 in total current liabilities coming due within the next
12 months.

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?83b

ActiveCore Technologies, Inc. -- http://www.ActiveCore.com/--  
fka IVP Technology Corporation operates a group of subsidiaries
and divisions in the U.S. and Canada that offer a Smart Enterprise
Suite of products and services.  The Company integrates, enables,
and extends functions performed by current and legacy IT systems.
Its products encompass web portals, enterprise middleware, mobile
data access, data management and system migration applications.


ACTUANT CORPORATION: Acquires D.L. Ricci for $50 Million in Cash
----------------------------------------------------------------
Actuant Corporation (NYSE:ATU) purchased the outstanding stock of
D.L. Ricci for approximately $50 million in cash.  Funding was
provided from borrowings under Actuant's revolving credit
facility.

D.L. Ricci, based in Red Wing, Minnesota, generated approximately
$25 million of sales in 2005 and employs approximately 75 full-
time associates.  It maintains a leading market position selling
and renting portable machining equipment and providing industrial
field services.  D.L. Ricci's products and field services serve
nuclear and fossil-fueled power plants, refineries, chemical
plants, offshore drilling rigs, mines and other heavy industrial
facilities primarily in North America.  No other financial terms
are being disclosed.

D.L. Ricci will be part of the Hydratight business within
Actuant's Tools & Supplies segment.

Mark Goldstein, Executive Vice President of Actuant and Tools &
Supplies Segment Leader, stated, "D.L. Ricci is a natural addition
to Hydratight as these two businesses serve the same channels.
While Hydratight primarily delivers bolting products and services
to its customers, D.L. Ricci focuses on machining products and
services to similar types of customers.  The addition of D.L.
Ricci to Hydratight will allow us to offer the marketplace a
broader range of products and services to meet their joint
integrity needs, as well as expand our geographical reach and
competency range.  We are pleased that the D.L. Ricci management
team, which has worked hard to develop a strong brand and position
in the marketplace, will continue with the business."

                       About Actuant Corp.

Headquartered in Glendale, Wisconsin, Actuant Corp. --
http://www.actuant.com/-- is a diversified industrial company
with operations in more than 30 countries.  The Actuant businesses
are market leaders in highly engineered position and motion
control systems and branded hydraulic and electrical tools and
supplies.  Since its creation through a spin-off in 2000, Actuant
has grown its sales from $482 million to over $1 billion and its
market capitalization from $113 million to over $1.5 billion.  The
company employs a workforce of approximately 6,000 worldwide.
Actuant Corporation trades on the NYSE under the symbol ATU.

Actuant Corp.'s 2% Convertible Senior Subordinated Debentures due
2023 carry Standard & Poor's B+ rating.


AMERICAN AIRLINES: Improved Earnings Prompt S&P's Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on AMR Corp.
(B-/Watch Pos/B-3) and subsidiary American Airlines Inc. (B-/Watch
Pos/--) on CreditWatch with positive implications.

The CreditWatch placement reflects improving earnings and cash
flow prospects, which should translate into a strengthened
financial profile.  Ratings on insured, 'AAA' rated debt were not
placed on CreditWatch.  The 'B+' bank loan rating on American's
$773 million credit facility was placed on CreditWatch, but the
'1' recovery rating (which addresses recovery prospects in a
default scenario) was not placed on CreditWatch.

Fort Worth, Texas-based AMR, with consolidated debt and leases of
about $22 billion, is the parent of American Airlines, the largest
U.S. airline.

"American Airlines is benefiting from much improved pricing and
load factors, particularly in the U.S. domestic market, which are
helping to offset very high fuel prices," said Standard & Poor's
credit analyst Philip Baggaley.  "A narrower first-quarter loss
and expected continued strong revenues should enable American and
AMR to report sharply reduced losses, and possibly a small profit,
in 2006," the credit analyst continued.

Standard & Poor's will evaluate the company's business and
financial prospects with management to resolve the CreditWatch
review.  If the corporate credit ratings on AMR and American are
raised, the upgrade would be one notch, to 'B'.  Ratings on
various secured debt, including enhanced equipment trust
certificates and the bank loan rating on American's credit
facility, will be reviewed also with regard to collateral
coverage, and rating actions on those instruments may not move in
lockstep with any upgrade of AMR's and American's corporate credit
ratings.  Standard & Poor's expects to conclude its review over
the coming month.

The current corporate credit ratings on AMR and American reflect:

   * participation in the competitive, cyclical, and capital-
     intensive airline industry;

   * erosion of financial strength by substantial losses in recent
     years; and

   * a heavy debt and pension burden.

Comfortable liquidity, with $4.3 billion of unrestricted cash at
March 31, 2006, is a positive.


AMR CORP: Improved Earnings Prompt S&P to Put B- Rating on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on AMR Corp.
(B-/Watch Pos/B-3) and subsidiary American Airlines Inc. (B-/Watch
Pos/--) on CreditWatch with positive implications.

The CreditWatch placement reflects improving earnings and cash
flow prospects, which should translate into a strengthened
financial profile.  Ratings on insured, 'AAA' rated debt were not
placed on CreditWatch.  The 'B+' bank loan rating on American's
$773 million credit facility was placed on CreditWatch, but the
'1' recovery rating (which addresses recovery prospects in a
default scenario) was not placed on CreditWatch.

Fort Worth, Texas-based AMR, with consolidated debt and leases of
about $22 billion, is the parent of American Airlines, the largest
U.S. airline.

"American Airlines is benefiting from much improved pricing and
load factors, particularly in the U.S. domestic market, which are
helping to offset very high fuel prices," said Standard & Poor's
credit analyst Philip Baggaley.  "A narrower first-quarter loss
and expected continued strong revenues should enable American and
AMR to report sharply reduced losses, and possibly a small profit,
in 2006," the credit analyst continued.

Standard & Poor's will evaluate the company's business and
financial prospects with management to resolve the CreditWatch
review.  If the corporate credit ratings on AMR and American are
raised, the upgrade would be one notch, to 'B'.  Ratings on
various secured debt, including enhanced equipment trust
certificates and the bank loan rating on American's credit
facility, will be reviewed also with regard to collateral
coverage, and rating actions on those instruments may not move in
lockstep with any upgrade of AMR's and American's corporate credit
ratings.  Standard & Poor's expects to conclude its review over
the coming month.

The current corporate credit ratings on AMR and American reflect:

   * participation in the competitive, cyclical, and capital-
     intensive airline industry;

   * erosion of financial strength by substantial losses in recent
     years; and

   * a heavy debt and pension burden.

Comfortable liquidity, with $4.3 billion of unrestricted cash at
March 31, 2006, is a positive.


ATA AIRLINES: Liquidating Units Have Until June 5 to File Plan
--------------------------------------------------------------
As reported in the Troubled Company Reporter on April 11, 2006,
Jeffrey C. Nelson, Esq., at Baker & Daniels, in Indianapolis,
Indiana, related that a number of unresolved contingencies exist
which prevent Ambassadair Travel Club, Inc., and Amber Travel,
Inc. from making a responsible and informed determination of
whether filing liquidating plans or converting their cases to
Chapter 7 cases is in the best interest of their creditors.

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

The U.S. Bankruptcy Court for the Southern District of Indiana
further extended the period:

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

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

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: Asks Court to Approve Boeing Settlement Agreement
---------------------------------------------------------------
ATA Airlines, Inc., and the Boeing Company are parties to a
purchase agreement dated June 30, 2000, under which ATA Airlines
was to purchase seven model 737-800 aircraft on certain terms and
conditions.

Subsequently, Boeing filed Claim No. 1238 in ATA's Chapter 11
cases asserting certain amounts owed under the Purchase Agreement
relating to undelivered aircraft.

Terry E. Hall, Esq., at Baker & Daniels, in Indianapolis, Indiana,
relates that ATA made advance payments to Boeing toward the
purchase of the Undelivered Aircraft for $4,949,070.

However, ATA consequently determined that it no longer desires to
purchase the Undelivered Aircraft.  ATA has also rejected the
Purchase Agreement pursuant to Section 365 of the Bankruptcy Code
by means of the confirmation of the Reorganizing Debtors' First
Amended Plan of Reorganization entered on January 31, 2006.

Following arm's-length negotiations, ATA and Boeing agreed to
execute a settlement agreement to settle any and all claims and
causes of actions that:

    (i) Boeing may have that arise under the Purchase Agreement as
        it relates to the Undelivered Aircraft, including the
        Boeing Claim; and

   (ii) ATA may have that:

        (a) arise under the Purchase Agreement as it relates to
            the Undelivered Aircraft including claims relating to
            the Advance Payments; or

        (b) arise under Chapter 5 of the Bankruptcy Code, whether
            or not related to the Purchase Agreement.

Under the Settlement Agreement, ATA will be allowed credit with
Boeing, subject to terms and conditions, for its Advance
Payments.

By this motion, ATA asks the U.S. Bankruptcy Court for the
Southern District of Indiana to approve its Settlement Agreement
with Boeing.

Absent the settlement, ATA may be compelled to expend substantial
resources and incur unnecessary expenses in prosecuting its claims
under the Purchase Agreement and in resolving the Boeing Claim,
Mr. Hall explains.

Since the terms of the Settlement Agreement contain highly
sensitive information, ATA sought and obtained the Court's
approval to file the terms under seal.

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)


AXM PHARMA: Inks Pact Extending Repayment of $3.4 Mil. Conv. Notes
------------------------------------------------------------------
AXM Pharma, Inc. (AMEX: AXJ) entered into an agreement with the
holders of its secured convertible promissory notes, issued by
the Company in April 2005, with an aggregate principal amount of
$3.4 million to modify the terms, extending the repayment of the
principal due under the notes.  AXM had been unable to make
scheduled payments of principal and interest since September 2005.
The transaction is expected to close on Friday, April 28, 2006.

"We appreciate the willingness of our existing holders to work
with us in restructuring the agreement," said Wang Weishi, CEO of
the Company.  "The amendment and modification to the 2005 Notes
should enhance AXM's ability to raise additional capital to
support the Company's operations."

The 2005 Notes will be restated and amended as new notes whose
principal amount will not exceed $3.8 million, which includes
accrued interest and certain amounts due the Holders, under their
April, 2005 registration rights agreement.  The Amended Notes will
bear interest at an annual rate of 9%.  No principal payments will
be due on the Amended Notes until March 1, 2009.  The first
interest payment will become due on the earlier of Nov. 1, 2006 or
10 days after the effectiveness date of a registration statement
on Form SB-2 with respect to the Common Stock underlying the
Amended Notes.  Each interest payment may, at the Company's
option, be payable in shares of its common stock, if such shares
have been registered by the respective interest payment date, with
such interest payment to be calculated at the applicable
conversion price, which will be equal to the lesser of $2.10 or
82.5% of the volume weighted average price for the Company's
shares over the twenty trading days preceding the Conversion Date.
The Conversion Price for the 2005 Notes was originally set at
$2.10.

The Holders have agreed to subordinate their security interest in
the factory held by the Company's subsidiary, AXM Shenyang, Inc,
as well as their security interest in the underlying land and
related assets, in order to permit the Company and its subsidiary
to obtain additional bank financing of a minimum of $3 million and
a maximum of $8.5 million.

The Company has also agreed to modify the terms of approximately
2.5 million warrants issued to the Holders in April 2005, so that
the Amended and Restated Warrants will have an exercise price of
$0.50 per warrant.  The original exercise price of 2,055,000 of
the warrants being restated was $1.80, with 455,000 of the
warrants being restated having an original exercise price of
$2.41.

A failure by the Company to obtain any shareholder approval
required under AMEX rules by Sept. 1, 2006 or a failure to have a
Registration Statement on Form SB-2 declared effective by Nov. 1,
2006 would be an Event of Default under the terms of the Amended
Notes, entitling the Holders to pursue remedies.

                        About AXM Pharma

Headquartered in City of Industry, California, AXM Pharma, Inc. --
http://www.axmpharma.com/-- through its wholly owned subsidiary,
AXM Pharma Shenyang, Inc., is a manufacturer of proprietary and
generic pharmaceutical products, which include injectables,
capsules, tablets, liquids and medicated skin products for export
and domestic Chinese sales.  AXM Shenyang is located in the City
of Shenyang, in the Province of Liaoning, China.  AXM Shenyang has
an operating history of approximately 10 years.

                          *     *     *

                       Going Concern Doubt

Lopez, Blevins, Bork & Associates, LLP, expressed substantial
doubt about the AXM Pharma'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 points to the
company's incurred losses for the years ended Dec. 31, 2005, and
Dec. 31, 2004.  The firm also said that the company will require
additional working capital in order to develop its business.


BASIC ENERGY: Earns $15.9 Million in Fourth Quarter 2005
--------------------------------------------------------
Basic Energy Services, Inc.'s reported $15.9 million net income
for the fourth quarter of 2005, compared to $3.1 million during
the same period in 2004.  During the fourth quarter of 2005, Basic
Energy's revenues increased 57.5% to $135.4 million compared to
$85.9 during the same period in 2004.

Basic Energy's EBITDA for the fourth quarter of 2005 was
$39.7 million, or 29.3% of revenue, compared to $16.9 million, or
19.7% of revenue, in the same period in 2004.

The Company's net income for the full year 2005 was $44.8 million,
compared to $12.9 million in 2004.  During 2005, its revenues
increased 47.6% to $459.8 million compared to $311.5 million
during 2004 and its EBITDA reached $121.3 million, or 26.4% of
revenue, compared to $59.1 million, or 19.0% of revenue, in 2004.

According to the Company, the quarterly and annual increases were
driven by improved performance from all business segments
operating under strong market conditions.  Increases in revenues
and earnings were generated by increased utilization and rates for
our services, as well as the expansion of our equipment and
services through capital expenditures and acquisitions completed
during 2005, the Company explained.

                      Capital Expenditures

During the fourth quarter of 2005, the Company spent $29.2 million
for capital expenditures, including capital leases and excluding
acquisitions.  The amount included $19.5 million for expansion
capital expenditures, including $13.8 million for the well
servicing segment and $3.9 million for the fluid services segment.
Maintenance capital expenditures amounted to approximately $9.7
million for the fourth quarter of 2005.

During 2005, the Company's capital expenditures totaled $93.4
million, including capital leases and excluding acquisitions.
Expansion capital spending comprised $65.2 million, including
$40.8 million for the well servicing segment, $12.9 million for
the fluid services segment and $9.7 million for the drilling and
completion services segment.  Maintenance capital expenditures for
2005 were $28.2 million.

The Company's board of directors has approved a capital budget of
$112 million for 2006, of which $93 million is estimated to be
funded from operating cash flow and $19 million by capital leases.
For 2006, the Company has earmarked approximately $77 million for
expansion capital and $35 million for maintenance capital.

Headquartered in Midland, Texas, BASiC Energy Services, Inc. --
http://www.basicenergyservices.com/-- is a well servicing
contractor to America's oil and gas producers.  Founded in 1992,
the Company now operates in Texas, Oklahoma, Louisiana and New
Mexico and in the Rocky Mountain states.  The Company's fluids
service business supplies a variety of transportation, storage and
disposal services used in all phases of drilling and production
from 40 service points.  Its drilling and completion services
segment includes pressure pumping, cased-hole wireline and
underbalanced drilling services.  Its well site construction
business line builds and maintains critical infrastructure for the
oilfield.

                          *     *     *

On Nov. 22, 2005, Moody's Investors Service placed Basic Energy
Services' bank loan debt and long-term corporate family ratings at
Ba3 and rated its senior unsecured debt at B1.

On the same date, Standards & Poor's placed the Company's long
term local and foreign issuer credit ratings at B+ with a positive
outlook.


BELDEN & BLAKE: S&P Affirms Junk Rating on $192.5 Million Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on oil and gas exploration and production company
Belden & Blake Corp. to 'B-' from 'B' and removed the rating from
CreditWatch with negative implications.

At the same time, Standard & Poor's affirmed its 'CCC+' rating on
Belden's $192.5 million notes, removed the rating from CreditWatch
with negative implications, and raised its recovery rating on the
notes to '3' from '4'.  The outlook is stable.

As of Dec. 31, 2005, the North Canton, Ohio-based company had $277
million of debt outstanding.

The '3' recovery rating indicates the expectation of meaningful
recovery of principal (50%-80%) in the event of a payment default.

The downgrade reflects Belden's continued poor operating
performance, including the accounting issues that have dogged the
company over the past 18 months.

"We are concerned about Belden's ability to adequately finance
longer-term financial commitments, including debt repayment, given
the company's failure to replace reserves and production during a
time of record hydrocarbon prices," said Standard & Poor's credit
analyst Paul Harvey.

Compounding production declines totaling nearly 18% since 2002 is
an aggressive hedging program put in place during 2004 on over 60%
of production through 2013, at prices well below current market
levels.

"Given the hedging and production levels, as well as its high cost
structure, Belden will be hard pressed to meaningfully increase
cash flows and will remain very susceptible to a downturn in
prices," said Mr. Harvey.


BENCHMARK ELECTRONICS: Earns $26.5 Million in First Quarter 2006
----------------------------------------------------------------
Benchmark Electronics, Inc. (NYSE: BHE), recorded sales of
$651 million for the quarter ended March 31, 2006, compared to
$510 million for the same quarter last year.  First quarter net
income was $26.5 million.  In the comparable period last year, net
income was $16.9 million.  Excluding restructuring charges, the
impact of stock-based compensation costs and a tax benefit
resulting from the closure of our UK facility, the Company had net
income before special items of $24.7 million in the first quarter
of 2006.

"These results reflect the overall strength of our business model.
With overall improvements in the marketplace, our primary
challenge is to properly manage our growth and maintain our
execution levels," stated Benchmark's President and CEO Cary T.
Fu.

First Quarter 2006 Financial Highlights

   -- operating margin for the first quarter was 4.0% on a GAAP
      basis and was 4.5%, excluding restructuring charges and the
      impact of stock-based compensation expenses;

   -- cash flows used by operating activities for the first
      quarter was $42.7 million;

   -- cash and short-term investments balance at March 31, 2006,
      of $288 million;

   -- no debt outstanding;

   -- accounts receivable balance at March 31, 2006, of
      $447 million; calculated days sales outstanding were
      62 days; and

   -- inventory of $403 million at March 31, 2006; inventory turns
      were 6.0 times.

                          2006 Guidance

Second Quarter

Revenues for the second quarter of 2006 are expected to be between
$630 million and $660 million.

Full Year

The Company is raising its full year guidance.  Revenues for 2006
are now expected to be between $2.55 billion and $2.60 billion.

Benchmark Electronics, Inc. -- http://www.bench.com/--  
manufactures electronics and provides its services to original
equipment manufacturers of computers and related products for
business enterprises, medical devices, industrial control
equipment, testing and instrumentation products, and
telecommunication equipment.  Benchmark's global operations
include facilities in eight countries. Benchmark's Common Shares
trade on the New York Stock Exchange under the symbol BHE.

                         *     *     *

Moody's assigned these ratings to Benchmark on March 12, 2003:

   * Long term corporate family rating -- Ba3
   * Bank loan debt -- Ba2
   * Equity linked -- B2

Standard & Poor's assigned these ratings on July 22, 2003:

   * Long term foreign issuer credit -- BB-
   * Long term local issuer credit   -- BB-


BILLING SERVICES: S&P Rates Proposed $55 Million Facility at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating, with a negative outlook, to Glenview, Illinois-
based Billing Services Group Limited.  At the same time, Standard
& Poor's assigned its 'B+' rating, with a recovery rating of '2'
to BSG's wholly owned subsidiaries', Billing Services Group North
America Inc. and BSG Clearing Solutions GmbH, proposed $205
million first-lien senior secured bank facility, which will
consist of:

   * a $15 million revolving credit facility (due 2011); and
   * a $190 million term loan (due 2012).

The rating agency also assigned its 'B-' rating, with a recovery
rating of '5', to Billing Services Group North America Inc.'s
proposed $55 million second-lien senior secured bank facility, due
2013.

The first-lien bank loan rating, which is the same as the
corporate credit rating, along with the '2' recovery rating,
reflect Standard & Poor's expectation of substantial (80%-100%)
recovery by creditors in the event of a payment default.  The
second-lien bank loan rating, which is two notches below the
corporate credit rating, along with the '5' recovery rating,
reflects the rating agency's expectation of negligible (0%-25%)
recovery by creditors in the event of a payment default, given
their priority in the capital structure.  Proceeds from the
facilities will be used to refinance all existing debt.

"The ratings reflect BSG's narrow addressed market, limited track
record as a consolidated company, potential challenges associated
with operating in an evolving and consolidating marketplace, and
high debt leverage," said Standard & Poor's credit analyst Ben
Bubeck.

A solid position in each of its addressed niche markets and good
revenue visibility, given the recurring nature of this business,
are partial offsets.


BLOCKBUSTER: Swapping $300M 9% Sr. Sub. Notes for Registered Bonds
------------------------------------------------------------------
Blockbuster Inc. is offering to exchange up to $300 million of its
outstanding 9% Senior Subordinated Notes due 2012 for new notes
with materially identical terms that have been registered under
the Securities Act of 1933, and are generally freely tradable.

The exchange offer expires at 5:00 p.m., New York City time, on
May 18, 2006, unless extended.

The Company will not receive any proceeds from the exchange offer.

            Terms of the 9% Senior Subordinated Notes

The new notes mature on September 1, 2012.  The first interest
payments on the outstanding notes were made on March 1, 2005,
September 1, 2005, and March 1, 2006.  Interest on the new notes
is payable on March 1 and September 1 of each year, with the next
interest payment due on September 1, 2006.  Interest on the new
notes will accrue from the most recent date to which interest has
been paid on the outstanding notes.

The new notes and the guarantees will be the Company's and its
Subsidiary Guarantors' unsecured senior subordinated obligations.
The new notes will be guaranteed on a senior subordinated basis by
the Subsidiary Guarantors.  The new notes will rank junior to all
of our and the Subsidiary Guarantors' existing and future senior
indebtedness.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?835

Blockbuster Inc. -- http://www.blockbuster.com/-- is a global
provider of in-home movie and game entertainment, with more than
9,000 stores throughout the Americas, Europe, Asia and Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 15, 2006,
Moody's Investors Service affirmed Blockbuster Inc. long-term debt
ratings and its SGL-3 speculative grade liquidity rating:

   * Corporate family rating at B3;
   * Senior secured bank credit facilities at B3; and
   * Senior subordinated notes at Caa3.

As reported in the Troubled Company Reporter on Nov. 15, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
and bank loan ratings on Blockbuster Inc. to 'B-' from 'B' and the
subordinated note rating to 'CCC' from 'CCC+'.   S&P said the
outlook is negative.

As reported in the Troubled Company Reporter on Aug. 15, 2005,
Fitch downgraded Blockbuster Inc.'s:

    -- Issuer default rating (IDR) to 'CCC' from 'B+';

    -- Senior secured credit facility to 'CCC' from 'B+' with an
       'R4' recovery rating;

    -- Senior subordinated notes to 'CC' from 'B-' with an 'R6'
       recovery rating.

Fitch said the Rating Outlook remains Negative.


BOSTON SCIENTIFIC: Guidant Deal Prompts Moody's to Lower Ratings
----------------------------------------------------------------
Moody's lowered the credit ratings of Boston Scientific
Corporation following the close of the acquisition of Guidant
Corporation.  The long-term debt rating was lowered to Baa3
from Baa1 and the short-term rating was lowered to Prime-3 from
Prime-2.  Moody's withdrew the existing shelf and short-term
ratings of Guidant Corporation.

Despite the addition of diversity and growth prospects associated
with Guidant's cardiac rhythm management business, the downgrades
are based largely on risk associated with higher leverage and
integration, as well as outstanding litigation and regulatory
issues for both BSX and Guidant.  The rating outlook is stable.

BSX's Baa3 ratings reflect very high leverage and significantly
weaker financial ratios following this acquisition.  In light of
the Guidant acquisition, the ratings also incorporate our belief
that BSX's willingness to use debt in combination with equity to
finance strategic acquisitions is very high.  Over the next
several years, we believe the company will make more modest
acquisitions.  However, Moody's believes that there is a high
likelihood that potential settlements related to outstanding legal
and regulatory issues could materially constrain management's
deleveraging plans.  The recent issuance of two FDA warning
letters could have additional downside implications for credit
quality.  In addition, management may be stretched very thin by
acquisition and regulatory matters.  From a product portfolio
standpoint, we believe BSX's products are subject to relatively
high levels of volatility in products sales, market share and cash
flow.

Following the transaction, BSX will be relatively large compared
to most rated medical products and device manufacturers with
revenues of about $9 billion and this provides key credit strength
to BSX.  Following this transaction, concentration risk associated
with revenues derived from its cardiovascular division improves
from about 80% to under 60%.

The ratings could be downgraded if the company's financial metrics
do not improve over time.  Until various challenges facing the
company are substantially resolved, Moody's does not anticipate a
strong likelihood of a ratings upgrade.

Moody's does not believe that the amount of overseas bank debt or
loans will be material enough over the long term to cause
structural subordination sufficient to notch the existing debt
ratings on US holding company debt.

Ratings lowered:

Boston Scientific Corporation: senior notes to Baa3 from Baa1;
short-term rating to Prime-3 from Prime-2; senior shelf to (P)Baa3
from (P)Baa1; subordinated shelf to (P)Ba1 from (P)Baa2; preferred
stock shelf to (P)Ba2 from (P)Baa3

Ratings withdrawn:

Guidant Corporation: senior shelf, (P)Baa1; short term rating,
Prime-2.

Boston Scientific Corporation, headquartered in Natick,
Massachusetts, is a worldwide developer, manufacturer and marketer
of medical devices used in a broad range of interventional medical
specialties.

Guidant Corporation, headquartered in Indianapolis, Indiana, is a
leading manufacturer of medical devices, specializing in cardiac
rhythm management and vascular devices.


BOYDS COLLECTION: Court Okays McNees Wallace as Special IP Counsel
------------------------------------------------------------------
The Boyds Collection, Ltd., and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Maryland to employ McNees Wallace and Nurick, LLC, as their
special intellectual property and corporate counsel, nunc pro tunc
to Jan. 1, 2006.

As reported in the Troubled Company Reporter on March 22, 2006,
the Debtors selected McNees Wallace because of the firm's
considerable experience and familiarity with their business
affairs.  Since 1994, the Debtors attest, the firm has provided
them with intellectual property and general corporate legal
services including, but not limited to trademark and copyright
matters and various contract issues.

McNees Wallace is expected to advise the Debtors and their board
of directors on:

   a) intellectual property matters;

   b) litigation that may arise from intellectual property
      matters; and

   c) incidental, non-bankruptcy related corporate matters.

The Debtors clarify with the Court that McNees Wallace will not
serve as their bankruptcy and reorganization counsel, rather, the
firm's services will be complementary to the services of their
bankruptcy and reorganization co-counsels Kirkland & Ellis LLP and
Orrick, Herrington & Sutcliffe, LLP.

McNees Wallace's attorneys charge hourly fee rates ranging from
$175 to $325.

McNees Wallace received $54,588 from the Debtors for professional
services performed and expenses incurred in the ordinary course of
business one-year prior to the Debtors' bankruptcy filing.  The
firm however waived $6,027 in postpetition fees for services
performed prior to Jan. 1, 2006, for the current engagement.

McNees Wallace has also filed a proof of claim for $10,618
prepetition debt in the Debtor's Chapter 11 case.

To the best of the Debtors' knowledge, except for its prepetition
claim, McNees Wallace does not represent or hold any interest
adverse to the Debtors or their estates with respect to the
matters on which McNees Wallace is proposed to be retained.

The Debtors believe that McNees Wallace is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  The law
firm Paul, Weiss, Rifkind, Wharton & Garrison LLP, represents the
Official Committee of Unsecured Creditors.  As of June 30, 2005,
Boyds reported $66.9 million in total assets and $101.7 million in
total debts.


CALPINE CORP: Committee Wants ICF Consulting as Energy Advisor
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Calpine Corp. and
its debtor-affiliates asks the U.S. Bankruptcy Court for
permission to employ ICF Consulting Group, Inc. as energy markets
advisor, pursuant to the terms of an engagement letter with ICF
Consulting dated as of Feb. 3, 2006.  The Committee further asks
the Court to approve the terms of ICF's employment, including the
proposed fee structure and the indemnification and contribution
provisions in the Engagement Letter.

Since Feb. 3, 2006, ICF Resources, LLC has been providing
these services to the Official Committee of Unsecured Creditors:

     * reviewing Tier 1 and Tier 2 plants and their associated
       valuation;

     * reviewing the Debtors' trading and risk management
       policies;

     * participating in meetings and conference calls with the
       Committee and the Debtors; and

     * responding to inquiries from creditors.

William J. Patterson, Committee chairperson, tells the Court that
ICF Consulting is an independent management and analytical
consulting firm with more than 1,500 employees based in five
offices in the United States and six international offices.  It
has provided key energy market analytical support to the U.S.
Department of Energy, the Federal Energy Regulatory Commission,
and the Environmental Protection Agency while its professionals
have been employed as advisors to affected parties in the
bankruptcy cases of NRG Energy, Inc. and Mirant Corporation.

As energy advisor, ICF Consulting will:

   (a) review and monitor the Debtors' trading and marketing
       activities;

   (b) review the Debtors' business plans and associated
       activities like asset divestitures and marketing plans
       with a focus on energy markets related issues;

   (c) conduct forward market assessments for power and natural
       gas;

   (d) conduct portfolio analysis and asset valuation;

   (e) prepare for and providing expert testimony, as necessary
       and appropriate; and

   (f) participate in meetings and conference calls.

Judah L. Rose, a managing director at ICF Consulting, discloses
that the Firm's professionals bill:

                Professional          Hourly Rate
                ------------          -----------
                Managing Director        $440
                Director                 $360
                Principal                $310
                Senior Manager           $265
                Manager                  $235
                Senior Consultant        $190
                Consultant               $170
                Analyst                  $155
                Researcher               $140
                Administrator            $120
                Assistant                $100

ICF Consulting also will seek reimbursement for actual,
reasonable out-of-pocket expenses, and other fees and expenses,
including actual, reasonable expenses of counsel.

Mr. Rose asserts that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.  It holds
no interest adverse to the Debtors and their estates in the
matters for which ICF Consulting is to be employed.

                      About ICF Consulting

Headquartered in Fairfax, Virginia, ICF Consulting Group, Inc. --
http://www.icfconsulting.com/-- is a leading management,
technology, and policy consulting firm that develops solutions to
complex issues related to defense, energy, environment, homeland
security, social programs, and transportation.

Contact

     ATTN: Carolyn Wixson
     ICF Consulting
     9300 Lee Highway
     Fairfax, VA 22031-1207
     Phone 1-703-934-3603
     Fax 1-703-934-3740

                       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)


CATHOLIC CHURCH: DuFresne's Objection to Schwabe's Fees Denied
--------------------------------------------------------------
As previously reported, the Archdiocese of Portland in Oregon
asked the U.S. Bankruptcy Court for the District of Oregon to
temporarily allow and estimate Claim Nos. 473, 474, and 475 filed
by Nathan DuFresne, Paul DuFresne, and Deborah DuFresne for plan
and voting purposes.

According to the Archdiocese, the DuFresnes' case is "nothing but
a 'spite lawsuit,' and if presented to a jury, it would return a
verdict of nil."

Despite it being a "spite lawsuit," Paul DuFresne tells the Court
that the Archdiocese's tort defense lawyer -- Schwabe, Williamson
& Wyatt, PC, -- spend so much for the case.

Mr. DuFresne notes that Schwabe's billings in connection with its
work on the DuFresnes' case exceed those of other tort claims in
the Archdiocese's bankruptcy case.  From the Petition Date through
December 31, 2005, Schwabe's billing statements show that the firm
spent $62,000, or about 4.3% of its total billings for the entire
bankruptcy, or 9% of all billings, which are ascribed to
individual tort claims.

The level of expenditure is clearly out of proportion to the peril
of the Archdiocese's estate presented by a case that will return a
jury "verdict of nil" to the plaintiffs, Mr. DuFresne points out.

Hence, the DuFresnes ask the Court to compel Schwabe to return the
fees charged to the Archdiocese's estate for its defense against
the DuFresnes' lawsuit, excepting a small sum for case
administration.  Specifically, Schwabe must refund $59,617 to the
Archdiocese and retain $2,650.

In addition, the DuFresnes ask the Court:

   -- to compel the Archdiocese to agree that the DuFresnes'
      lawsuit be heard in either the state or federal courts; and

   -- to allow them to pursue punitive damages in either the
      state or federal courts, since:

      * the possibility of punitive damages is irrelevant for a
        worthless case; and

      * the opportunity for them to delay resolution of their
        case to spitefully cause further expense and difficulty
        for the Archdiocese will be removed.

                          *     *     *

Judge Perris denies the DuFresnes' request, without prejudice to
the DuFresnes' right to object to Schwabe's fees according to
certain procedures.

Judge Perris explains that there are Court-established procedures
for payment of interim professional fees and expenses on a monthly
basis.  The Procedures provide for a mechanism on how to object to
professionals' monthly invoices as well as the resolution of any
fee objections.

The Court notes that any untimely objections to the monthly
invoices must be raised through an objection to a noticed interim
or final fee application.

Mr. DuFresne has not specified the invoice to which he objects,
the Court points out.  Rather, it appears that Mr. DuFresne
objects to the majority of Schwabe's fees billed since the
Petition Date, for work pertaining to Claim Nos. 473, 474 and
475.

Judge Perris, therefore, directs Mr. DuFresne to comply with the
Procedures for payment of fees if he wishes to object to any or
all of Schwabe's fees.

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 Panel Wants to Negotiate with Insurers
----------------------------------------------------------------
Timothy J. Conway, Esq., at Tonkon Torp LLP, in Portland, Oregon,
tells the U.S. Bankruptcy Court for the District of Oregon that
the Tort Claimants Committee wants to enter into negotiations
relating to its Plan of Reorganization and any pending or
foreseeable litigation or disputes with insurance companies.

The Insurance Companies include:

    (1) ACE Property & Casualty Insurance Company

    (2) Safeco Insurance Company of America

    (3) General Insurance Company of America

    (4) Oregon Insurance Guaranty Association

    (5) National Surety Corporation

    (6) St. Paul Fire and Marine Insurance Company

    (7) St. Paul Mercury Indemnity Company

    (8) Centennial Insurance Company

    (9) Certain Underwriters at Lloyd's London and Certain London
        Market Companies

   (10) Interstate Fire & Casualty Company and Employers Surplus
        Lines Insurance Company

Each of the Insurance Companies is a party to three adversary
proceedings against the Archdiocese of Portland in Oregon.

Mr. Conway further tells the Court that some of the Insurance
Companies are unwilling to talk with the Tort Committee without a
court order authorizing the discussions.  The Insurance Companies
are concerned that the Archdiocese or some other party may contend
that their discussions with the Committee may violate provisions
of the insurance policies or constitute bad faith.

Thus, the Tort Committee asks the Court to:

   (a) permit it to enter into negotiations with the
       Insurance Companies; and

   (b) confirm that the negotiations and discussions will not be
       interpreted as a breach or violation of any of the
       provisions of the applicable insurance policies or
       constitute bad faith.

                         Portland Objects

The Tort Committee is essentially asking the Court to enter an
order that will protect it and the Insurance Companies from legal
liability for discussions that will be harmful to the
Archdiocese's interests, Teresa H. Pearson, Esq., at Miller Nash
LLP, in Portland, Oregon, points out.

The Archdiocese is currently involved in on-going negotiations
with the Insurance Companies concerning the coverage lawsuits,
Ms. Pearson explains.  Interference by the Tort Committee at this
point may damage these negotiations.

The Insurance Companies' discussions with the Tort Committee will
likely create problems, violate provisions of the insurance
policies, and constitute bad faith, Ms. Pearson adds.

The Insurance Companies have an absolute duty to act in good faith
towards their insured, the Archdiocese, Ms. Pearson explains.  As
an insured party, the Archdiocese has certain state law attorney-
client, insured-insurer, and other privileges in its
communications with the Insurance Companies.  There is a detailed
extensive protective order in place to protect these privileges in
the information exchanged between the Insurers and the
Archdiocese.

The Tort Committee is not entitled to information protected by
these privileges, and the Archdiocese does not authorize the
Insurance Companies to release the communications to the Tort
Committee, whether in the context of "negotiations" or otherwise,
Ms. Pearson asserts.  By engaging in negotiations with the
Insurance Companies regarding the pending insurance coverage
lawsuits, the Tort Committee is trying to take over an asset of
the estate or pursue a claim of the estate.

"The Tort Claimants Committee does not have standing to pursue
settlements of the insurance claims when the [Archdiocese] is
actively pursuing those claims.  The Court has already refused to
allow the Tort Claimants' Committee to intervene in the insurance
coverage lawsuits," Ms. Pearson argues.

Moreover, the Tort Committee cites no legal authority on which the
Court can provide a comfort order, nor any legal basis that would
allow the Court to exculpate it and the Insurance Companies from
their misconduct, Ms. Pearson says.

Section 105 of the Bankruptcy Code does not permit bankruptcy
courts to discharge the liabilities of non-debtors, Ms. Pearson
further argues.  "This Court simply does not have the authority to
immunize in advance the Tort Claimants Committee and the Insurance
Companies from the consequences of their actions."

Therefore, the Archdiocese asks the Court to deny the Tort
Committee's request.

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)


CENVEO CORP: Price Competition Prompts Moody's Negative Outlook
---------------------------------------------------------------
Moody's affirmed Cenveo Corporation's B1 Corporate Family rating
and all other debt ratings:

    * Corporate Family rating -- B1

    * $300 million Senior Secured Credit Facility, due 2008 -- Ba3

    * $350 million 9 5/8% Senior Unsecured Notes, due 2012 --B1

    * $320 million 7 7/8% Senior Subordinated Notes, due 2013
      -- B3

The rating outlook is changed to negative from stable.

The rating affirmation reflects the recent stabilization of
Cenveo's top line under new management, Moody's expectation that
cost reductions will improve profitability, and that debt
reduction with the proceeds of asset sales will lead to higher
operating margins and reduced leverage.  The affirmation also
incorporates Moody's expectation that the company can renew its
focus on improving operational performance and profitability under
new management, undistracted by shareholder issues that consumed
prior management's attention during 2005.

The change in outlook to negative underscores Moody's concern that
Cenveo's commercial printing business will continue to a face a
high degree of price competition, and that sales of its
traditional documents business, will remain subjected to secular
decline, exacerbated by the impact of electronic substitution.
Cenveo's envelope business has benefited from steady growth in
spending on direct mail advertising; however, a significant
component of Cenveo's envelope business represents the production
of low-margined commoditized products, especially stock envelopes.
Moody's considers that the magnitude of management's cost savings
goal, including a reduction in capital spending, will be tested by
execution risk.  Moreover, Moody's questions whether success in
restoring profitability on the cost side will be offset by market-
driven margin compression outside of management's control.

Headquartered in Stamford, Connecticut, Cenveo is a leading
manufacturer of envelopes and a leading provider of insert and
direct mail advertising products.  The company reported 2005 sales
of approximately $1.7 billion.


CHOICE COMMUNITIES: Court Confirms 2nd Amended Reorganization Plan
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland, Baltimore
Division, confirmed the Second Amended Plan of Reorganization of
Choice Communities, Inc., on March 27, 2006.

As reported in the Troubled Company Reporter on Jan. 16, 2006, the
Debtor amended its Plan to secure Judge E. Stephen Derby's
approval.  The amended Plan reflects a higher distribution for the
estate's unsecured creditors, and has been negotiated and
supported by the Indenture Trustee and the Official Committee of
Unsecured Creditors.

After confirmation of the Plan, the Debtor will continue to exist
and operate as a nursing home in essentially its present form.

                      Treatment of Claims

Creditors holding Series 1998A Bonds and Series 1998B Bonds, for
$10.09 million, will be replaced with two tranches of bonds
consisting of:

   i) tax-exempt 7.12% $9,740,000 New Series A Bonds, and

  ii) taxable 7.12% $350,000 New Series B Bonds.

The new bonds will be secured by a lien on all of the Reorganized
Debtor's assets and will have the same extent and priority as the
prepetition liens.

Eastpoint Associate's claims in connection with:

    i) a non-negotiable $750,000 Subordinated Promissory Note
       dated April 30, 1998,

   ii) the Subordinated Deferred Purchase Money Deed of Trust, and

  iii) the Subordinated Agreement,

will be treated as an unsecured claim.

The Maryland Department of Health and Mental Hygiene's $579,813
claims with respect to:

    i) any settlements; and

   ii) any sums advanced to the Debtor from the Interim Working
       Capital Fund,

will be paid in 60 equal monthly payments with 3% simple
interest.

Senior Care Management extended a prepetition revolving loan to
the Debtor.  Under the Plan, Senior Care will have an allowed
$71,000 claim and will be paid from an exit facility.

General unsecured creditors, owed $2,500,000, will have pro rata
shares in a $200,000 fund, to be paid as follows:

    i) $50,000 on the effective date; and
   ii) $150,000 Class Five Promissory Note.

                        Exit Facility

Senior Care has committed a $500,000 exit facility in
substantially the same form and content as the Revolving Credit
Note and the Revolving Loan and Security Agreement between the
Debtor and Senior Care, each dated as of Jan. 1, 2004.

Headquartered in Baltimore, Maryland, Choice Communities, Inc.,
owns and operates a licensed 180-bed nursing facility.  The
Company filed for chapter 11 protection on Jan. 24, 2005 (Bankr.
D. Md. Case No. 05-11536).  Joel I. Sher, Esq., Richard M.
Goldberg, Esq., and Paul V. Danielson, Esq., at Shapiro Sher
Guinot & Sandler represent the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets between $1 million and $10 million and
estimated debts between $10 million to $50 million.


COLETO CREEK: Fitch Affirms $390 Million Sec. Debts' Low-B Ratings
------------------------------------------------------------------
Fitch Ratings affirmed the 'BB' and 'BB-' ratings on Coleto Creek
Power, LP's:

   * $240 million secured 1st lien term loan due 2011 (B loan);
     and

   * $150 million secured 2nd lien term loan due 2012 (C loan),
     respectively.

The affirmation reflects Coleto's actual financial performance and
considers the recent announcement by Coleto's owners that the
project will be sold to International Power plc (Issuer Default
Rating of 'BB' by Fitch).  Upon completion of the transaction,
Coleto's owners intend to use a portion of the proceeds to retire
Coleto's outstanding project debt, including the B and C loans.
Fitch believes that Coleto's credit quality is not affected by the
announced sale; Coleto's credit quality has been evaluated on a
stand-alone basis, independent of the credit quality of its
owners.  The ratings on the loans will be withdrawn once the
transaction has closed and the loans are fully repaid.

Independent of the sale, Fitch views the current outstanding
principal balance of the loans as consistent with the sponsors'
original projections, taking into account Coleto's financial
performance and the prefunding of certain capital improvements.
The facility has not experienced any unusual operating
difficulties, and Coleto's expected financial performance has not
been threatened by a downward shift in the forward curve for
electricity prices or a significant increase in coal prices.  The
ratings are currently constrained by the refinancing risk
associated with the projected balances of the loans at maturity.

On March 31, 2006, the outstanding balance of the B loan was
reduced to $211.2 million after a $14.6 million mandatory
aggregate principal payment and a $0.6 million advance repayment.
In addition, the C loan was reduced to $53.8 million after a $3.7
million mandatory aggregate principal prepayment.  While the B
loan's outstanding balance appears unfavorable compared to
original projections, it is important to note that Coleto funded
the capital expenditure reserve account ahead of schedule with
approximately $32 million.  The deposit to the reserve was made
due to the acceleration of the installation of the baghouse, which
will enable the plant to utilize permitted fuel flexibility while
staying within opacity limitations.  Coleto intends to complete
the relevant capital improvements in 2007.  Of the $32 million
reserve deposit, 75% of the funds would otherwise have been
available to prepay the B loan.  While Coleto may incur slightly
higher interest costs in the short term, the prefunding of capital
improvements will not have a material impact on the balance of the
loans at maturity.  Absent the effect of the reserve deposit,
Coleto's financial performance would have been sufficient to
prepay the B loan by an additional $5 million beyond the projected
outstanding balance.

For the 2005 fiscal year, Coleto's operational and financial
performance exceeded expectations.  Coleto earned additional
revenue on merchant output due to high spot prices and qualified
for bonus payments under existing power purchase agreements.
Bonus payments are based on the facility's availability factor,
which averaged 97.8% in 2005.  Revenues were partially offset by
higher fuel expenses, as Coleto purchased higher-priced imported
coal during a temporary disruption in domestic rail services that
delayed deliveries of Powder River Basin coal.  The rail service
issues have been resolved, and coal deliveries have been
uninterrupted thus far in 2006.  Coleto acquired an additional
coal train under a five-year lease to mitigate the effect of
potential future rail disruptions.

Coleto Creek Power, LP, is indirectly owned by Sempra Energy
Partners, a subsidiary of Sempra Energy, and Carlyle/Riverstone,
an energy and power-focused private equity fund.  The project
consists of a base-load, coal-fired generation facility with a net
capacity of 632 MW, a coal-blending facility and five coal trains
located in Goliad County, Texas.  Coleto currently sells energy
and capacity to investment-grade counterparties under multiple
power purchase agreements expiring between 2008 and 2014.
Contractual revenues contribute approximately 90% of total
revenues through 2007.  Uncommitted output is sold on a merchant
basis and represents between 10% of total capacity until 2007, 30%
until 2008, and over 98% thereafter.  Sempra Texas Services, an
affiliate of Sempra Energy:

   * oversees operations;
   * markets energy and capacity;
   * procures fuel; and
   * provides general management services.


CONSOLIDATED COMM: Posts $2.1 Million Net Loss in Fourth Quarter
----------------------------------------------------------------
Consolidated Communications Holdings, Inc., reported revenues of
$81.2 million and net cash provided by operating activities of
$25.4 million, for the fourth quarter ended Dec. 31, 2005.

For the year ended Dec. 31, 2005, the Company's revenues totaled
$321.4 million while its net cash from operating activities
totaled $72.5 million.

                Cash Available to Pay Dividends

For the fourth quarter 2005, the Company's total cash available to
pay dividends is $16.7 million, representing a 68.9% payout ratio
based on a full quarter's dividend of $11.5 million.  On a pro
forma basis, the payout ratio would have been 69.0% for the second
half of 2005.   At Dec. 31, 2005, the Company had $31.4 million in
cash and cash equivalents.  It made capital expenditures of $9.5
million during the fourth quarter, resulting in $31.1 million of
capital expenditures for the year.

                      Financial Highlights

A. Fourth Quarter 2005

    -- Revenues were $81.2 million, compared to fourth quarter
       2004 revenues of $78.6 million.  The increase according to
       the Company was primarily driven by increases in
       Subsidies, Other Services and Other Operations revenues.

    -- Income from operations was $15.0 million, compared to the
       fourth quarter 2004 income from operations of $251,000.
       Income from operations was impacted by an impairment
       charge of $11.6 million in the fourth quarter of 2004.

    -- Income tax expense was $7.2 million, compared to a tax
       benefit of $3.4 million in the fourth quarter of 2004.  In
       the fourth quarter of 2005, the Company recognized an
       additional $4.6 million in non-cash deferred state income
       tax expense associated with the Company's tax-free
       reorganization plan effected in connection with the IPO.

    -- Net loss was $2.1 million, compared to a net loss of $6.3
       million for the fourth quarter of 2004.  The Company's
       net interest expense decreased by $828,000.  The decrease,
       the Company said, is attributable to the changes made to
       its capital structure associated with the IPO and the
       subsequent debt related transactions.

    -- Net loss applicable to common stockholders decreased to
       $2.1 million from a loss of $10.6 million for the fourth
       quarter of 2004.  In the fourth quarter of 2004, net loss
       applicable to common stockholders represents the loss
       after provision for dividends on redeemable preferred
       shares of $4.3 million.

    -- Adjusted EBITDA was $35.6 million and net cash provided by
       operating activities was $25.4 million, compared to $35.3
       million and $14.1 million, respectively, for the fourth
       quarter of 2004.

B. Full Year 2005

    -- Revenues were $321.4 million, compared to $269.6 million
       for 2004.  According to the Company, if the acquisition of
       TXU Communications Ventures, which closed on April 14,
       2004, had been included for the full period in 2004,
       revenues would have been $323.5 million.  After giving
       effect to the TXUCV acquisition, the year-over-year change
       reflects declining Local Calling Service revenue
       associated with reductions in local access lines, a
       reduction in Network Access Services due to the one-time
       adjustment in 2004, and lower Long Distance revenue due to
       a reduction in the average rate per minute of use.

    -- Net loss was $4.5 million compared, to net loss of $1.1
       million for 2004.  If TXUCV's results had been included
       for the full period in 2004, net income would have been
       $640,000, the Company said.  The year-over-year decrease
       reflects the impact of the revenue changes and tax
       adjustment, previously disclosed changes in its capital
       structure as a result of the Senior Notes redemption, the
       impact of the company's IPO and a litigation settlement in
       the third quarter of 2005.

    -- Net loss applicable to common stockholders for the year
       ended Dec. 31, 2005 was $14.7 million, versus a loss
       of $16.1 million for the year 2004.  Net loss applicable
       to common stockholders represents the loss after provision
       for dividends on redeemable preferred shares of $10.3
       million and $15.0 million for 2005 and 2004, respectively.

    -- Adjusted EBITDA was $136.8 million and net cash provided
       by operating activities was $72.5 million, compared to
       $139.0 million and $79.8 million, respectively, for the
       year 2004.

                     2006 Financial Guidance

For full year 2006, the Company expects capital expenditures to be
between $31 million and $34 million and cash interest expense is
expected to be between $37 million and $38 million.

Headquartered in Mattoon, Illinois, Consolidated Communications
Holdings, Inc. -- http://www.consolidated.com/-- is a family of
companies providing advanced voice, data and video services to
both residential and business customers in rural communities.
The Company services include local and long distance, dial-up and
high-speed Internet, private line, carrier services, digital TV
and VoIP.

                          *     *     *

On Jan. 24, 2005, Standard & Poor's placed the Company's long term
foreign and local issuer credit ratings at BB- with a negative
outlook.


CONSTELLATION BRANDS: Moody's Rates Planned $1.3 Bil. Loans at Ba2
------------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of
Constellation Brands, Inc., and assigned a Ba2 rating to the
company's proposed $1.3 billion incremental senior secured term
loans.  The ratings outlook remains negative.  In Moody's opinion,
despite the purchase price for Vincor International Inc., being
moderately higher than originally anticipated, continued-strong
free cash flow generation and debt reduction since the ratings
were last confirmed in November 2005 supports the affirmation of
the ratings.  Although pro forma financial leverage is expected to
be consistent with prior significant acquisitions, leverage would
be at the maximum tolerance point for the existing ratings.
However, Moody's also expects that these stretched pro forma
credit metrics should be temporary given the expected continuation
of strong free cash flow generation which should lead to rapid
debt reduction.

The ratings outlook remains negative, reflecting continued concern
about Constellation's aggressive acquisition strategy, further
event risk, integration risk, and the resulting pressure on its
financial and business profile.  Any meaningful negative variance
from current financial or strategic expectations could result in a
downgrade of the ratings.  Upward rating movement - absent an
exogenous event - is unlikely at this time. Stabilization of the
outlook could result over time from evidence that the company has
successfully integrated Vincor, sufficiently paid down debt and is
committed to sustained levels of improved qualitative credit
metrics.

On April 3, 2006, Constellation and Vincor announced that the two
companies entered into an arrangement agreement under which
Constellation will acquire Vincor for approximately $1.3 billion
including the assumption of $220 million of Vincor net debt.
Proceeds from the incremental term loans and some cash will be
used to finance the purchase of Vincor, to repay and make-whole
pre-existing Vincor debt, and to pay related expenses.

Moody's assigned these ratings:

   * Ba2 for the proposed $1.3 billion incremental senior secured
     term loans, consisting of a $400 million tranche A2 term
     loan, maturing in 2010, and a $900 million tranche C term
     loan, maturing in 2013.

These ratings were affirmed:

   * $2.9 billion senior secured credit facility consisting of a
     $500 million revolver, $600 million tranche A1 term loans
     and $1.8 billion tranche B term loans, Ba2

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

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

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

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

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

   * Ba2 Corporate Family Rating

The ratings outlook remains negative.

The Speculative Grade Liquidity rating is SGL-2, reflecting good
near-term liquidity. Upon completion of the proposed acquisition
and financings, the liquidity rating will be revisited.

The assigned ratings are subject to the closing of the proposed
acquisition and the review of executed documents.

Moody's previous rating action on Constellation was the
November 14, 2005 confirmation of the Ba2 Corporate Family Rating
following the original hostile offer to by Vincor that expired in
January 2006.

The assignment of a Ba2 rating to the proposed incremental term
loan debt reflects the benefits and limitations of the collateral
and the expectation of full coverage in a distressed scenario. The
affirmation of the ratings on Constellation's existing senior
unsecured notes reflects Moody's assessment of sufficient pro
forma enterprise value to continue to fully satisfy all
obligations.  The ratings give consideration to the sizeable
amount of secured debt, including the existing $2.4 billion term
loans and $500 million revolving credit facility, and the $1.3
billion of proposed incremental term loans.  The affirmation of
the Ba3 on the subordinated notes continues to reflect the
contractual subordination of the notes to the sizeable amount of
senior obligations.

For further information, refer to Moody's Summary Opinion and
Speculative Grade Liquidity Assessment on Constellation Brands,
Inc.

Headquartered in Fairport, New York, Constellation Brands, Inc. is
a leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits, and
imported beer categories.  For fiscal year ended February 28,
2006, consolidated net revenue was approximately $4.6 billion.
Vincor International Inc., is one of the world's top ten wine
companies, with revenue for the latest twelve month period ended
Dec. 31, 2005, exceeding C$724 million.


CONTINENTAL AIRLINES: Incurs $66 Million Net Loss in First Quarter
------------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported a first quarter 2006 net
loss of $66 million, including a net loss from special items of
$20 million.  Excluding special items, Continental recorded a net
loss of $46 million for the quarter.

Significant revenue improvements and savings from wage and benefit
reductions and other cost reduction measures resulted in a first
quarter operating profit, Continental's first operating profit for
a first quarter since 2001.  Operating income in the first quarter
of 2006 was $11 million, despite a 31-percent increase in fuel
prices in the first quarter compared to the same period last year.
The company had an operating loss of $173 million in the first
quarter of 2005.

During the quarter, Continental's flight attendants ratified a new
collective bargaining agreement.  That agreement, when combined
with previously announced pay and benefit reductions of other work
groups, will achieve substantially all of the $500 million in
run-rate cost savings benefits that the company targeted.

"Thanks to the continued sacrifices and hard work of my co-
workers, we were able to post an operating profit for the
quarter," said Larry Kellner, chairman and chief executive officer
of Continental Airlines.  "Our plan is working because we have the
right people, the right fleet and the right facilities to deliver
an industry leading product."

               First Quarter Revenue and Capacity

Passenger revenue for the quarter increased 18.4 percent over the
same period in 2005, to $2.7 billion, with double digit revenue
growth in each mainline geographic region and in regional jet
operations.  Additional capacity and traffic, both domestic and
international, and several fare increases produced significantly
higher revenue for the company.  Consolidated passenger revenue
per available seat mile (RASM) for the quarter increased 6.9%
year-over-year due to increased yields and record high load
factors, despite Easter occurring in April this year versus March
last year.

Consolidated revenue passenger miles (RPMs) for the quarter
increased 12.3 percent year-over-year on a capacity increase of
10.7 percent, resulting in a record consolidated load factor for
the quarter of 77.9 percent, 1.1 points above the same period in
2005.  Consolidated yield increased 5.4 percent year-over-year, as
the company continued to benefit from fuel-driven fare increases.

Mainline RPMs in the first quarter of 2006 increased 11.5 percent
over the first quarter 2005, on a capacity increase of 10.5
percent.  Mainline load factor was up 0.7 points year-over-year to
78.2 percent.  Continental's mainline yields during the quarter
increased 4.1 percent over the same period in 2005.

During the quarter, Continental continued to achieve domestic
length-of-haul adjusted yield and RASM premiums to the industry.

Continental Airlines -- http://continental.com/-- is the world's
sixth-largest airline, serving 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
serving nearly 200 additional points via codeshare partner
airlines.  With 42,000 mainline employees, the airline has hubs
serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  Fortune ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  Fortune also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 24, 2006,
Moody's Investor Services affirmed all debt ratings of Continental
Airlines, Inc. -- corporate family rating at B3 -- as well as all
tranches of the Enhanced Equipment Trust Certificates supported by
payments from Continental and the SGL-3 Speculative Grade
Liquidity rating.  Moody's said the outlook has been changed to
stable from negative.

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Fitch Ratings affirmed the 'CCC' issuer default rating of
Continental Airlines, Inc. (NYSE: CAL).  Fitch also affirmed
Continental's senior unsecured rating of 'CC', with a recovery
rating of 'RR6'.  Continental's senior unsecured rating applies to
approximately $700 million of outstanding debt.  Fitch said the
Rating Outlook for Continental remains Stable.


DANA CORP: Gets Final Court OK to Hire Miller Buckfire as Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Dana Corporation and its debtor-affiliates, on a final
basis, to employ Miller Buckfire & Co., LLC, as financial advisor
and investment banker subject to the conditions that:

   (a) 50% of each $250,000 monthly advisory fee paid to Miller
       Buckfire will be credited -- but only once -- against any
       restructuring transaction Fee or any sale transaction fee;

   (b) under no circumstances will both (i) a restructuring
       transaction fee and (ii) a sale transaction fee be payable
       to Miller Buckfire;

   (c) no Financing Fee will be payable to Miller Buckfire in
       respect of an extension or modification of the existing
       DIP financing agreements;

   (d) the financing fee in respect of an Exit Financing in which
       at least a majority of the existing DIP lenders roll over
       their existing DIP commitments into the Exit Financing
       will be $1,000,000;

   (e) the financing fee in respect of any Exit Financing will be
       $3,000,000;

   (f) Miller Buckfire will act as the financial advisor and
       investment banker to the Company in respect of the sale by
       the Dana Corporation of:

         (i) the engine hard parts business;
        (ii) the fluid products business; and

       (iii) any other business expected to yield cash proceeds
             of $100,000,000 or more;

   (g) the sale transaction fee in respect of (i) the Hard Parts
       Business, (ii) the Fluids Business and (iii) any Specified
       Divestiture up to $300,000,000 in Aggregate Consideration
       will be 1% of the Aggregate Consideration of the Sale;

   (h) the sale transaction fee in respect of any Specified
       Divestiture in excess of $300,000,000 in Aggregate
       Consideration will be a customary transaction fee given
       the size and complexity of the assets or business subject
       to the Sale and as mutually agreed by Dana, Miller
       Buckfire and the Official Committee of Unsecured
       Creditors;

   (i) 100% of any sale transaction fee paid in respect of a Sale
       of the Hard Parts Business and the Fluids Business,
       whether paid to Miller Buckfire or to any other investment
       banker representing the Debtors in connection with the
       Sale, will be credited against any Restructuring
       Transaction Fee payable to Miller Buckfire; and

   (j) 50% of any sale transaction fee paid in respect of any
       Specified Divestiture will be credited -- but only once --
       against any Restructuring Transaction Fee payable to
       Miller Buckfire.

As reported in the Troubled Company Reporter on Mar. 17, 2006,
the Debtors sought the assistance of experienced professionals,
including Miller Buckfire & Co., LLC, to render services that were
necessary to assist them in evaluating and implementing any debt
restructurings, new financing transactions or asset dispositions.

Since February 11, 2006, Miller Buckfire served as the Debtors'
financial advisor and investment banker.  In preparation for the
Debtors' Chapter 11 cases, the firm, among other things, has:

   (a) analyzed the Debtors' current liquidity and projected cash
       flow;

   (b) assisted the Debtors in evaluating their strategic
       alternatives with respect to proposals from various
       lenders to refinance the Debtors' existing debt, as well
       as other restructuring alternatives; and

   (c) conducted a comprehensive process to secure debtor-in-
       possession financing for the Debtors on the most
       competitive terms and conditions available on the Debtors'
       behalf.

Miller Buckfire was paid $1,280,000 for its prepetition services
to the Debtors.  The firm was also provided a $250,000 retainer,
which remains unapplied.

The Debtors selected Miller Buckfire because of, among other
things, its experience, knowledge and reputation in the financial
restructuring field and its understanding of the issues involved
in large-scale, complex Chapter 11 cases.

Effective on the Petition Date, Miller Buckfire will:

   (a) evaluate the Debtors' business, operations, properties,
       financial condition and prospects;

   (b) provide financial advice and assistance to the Debtors in
       developing and seeking approval of a Chapter 11 plan,
       including by:

        (i) participating in negotiations with entities or groups
            affected by a Plan; and

       (ii) structuring any new securities to be issued under a
            Plan;

   (c) provide financial advice and assistance to the Debtors in
       structuring and effecting a private issuance, sale or
       placement of the equity, equity-linked or debt securities,
       instruments or obligations of the Debtors with one or more
       lenders or investors, including any DIP Financing, exit
       financing or rights offering;

   (d) in connection with a Financing, prepare financing
       memoranda and presentation materials, as appropriate;

   (e) provide financial advice and assistance to the Debtors in
       connection with any sale of all or a significant portion
       of their assets, including by:

        (i) identifying, contacting and negotiating with
            potential acquirors; and

       (ii) preparing of Sale memoranda and presentation
            materials, as appropriate;

   (f) participate in Court hearings with respect to matters upon
       which the firm has provided advice, if requested by the
       Debtors; and

   (g) render other financial advisory services as may from be
       agreed upon by the parties from time to time.

Henry S. Miller, Durc Savini, John Bosacco, Patrick Dumont and
Bryant Chou are the firm's professionals primarily responsible
for providing services to the Debtors.

Miller Buckfire will be paid:

   -- a $250,000 monthly advisory fee, due on the 11th day of
      each month.  Commencing with the fifth monthly advisory
      Fee, 50% of this fee will be credited against the amount of
      any restructuring transaction fee or sale transaction fee;

   -- a $12,500,000 fee payable upon consummation of a successful
      Restructuring of the Debtors' businesses during the term of
      the engagement, or within the full 12 months following the
      engagement's termination;

   -- a $12,500,000 fee, contingent upon the consummation of a
      Sale of all or substantially all of the Debtors' assets
      during the fee period, which will be payable upon the
      closing of the Sale; and

   -- a financing fee, in the event a Financing is consummated at
      any time during the fee period, equal to:

        (i) l% of the gross proceeds of any indebtedness issued
            that is subject to a first lien;

       (ii) 3% of the gross proceeds of any indebtedness issued
            that is secured by a second or more junior lien, is
            unsecured, or is subordinated;

      (iii) 5% of the gross proceeds of any equity or equity-
            linked securities or obligations issued; and

       (iv) with respect to any other securities or indebtedness
            issues, the underwriting discounts, placement fees or
            other compensation as is customary under the
            circumstances and agreed to by the parties.

In addition, the Debtors will reimburse Miller Buckfire on a
monthly basis for all:

   (i) travel and reasonable out-of-pocket expenses; and

  (ii) any sales, use or similar taxes arising in connection with
       the engagement.

The Debtors provided Miller Buckfire with a $250,000 evergreen
retainer to be applied to any due but unpaid fees or expenses at
any time.

The Debtors will indemnify and hold Miller Buckfire harmless for
any claims and liabilities arising under the engagement, except
for claims arising from the firm's willful misconduct or gross
negligence.

Miller Buckfire does not hold or represent any interest adverse
to the Debtors or their estates, and is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code, Henry S. Miller, chairman and managing director of Miller
Buckfire, assured the Court.

Mr. Miller disclosed that the firm transacted with parties-in-
interest in matters unrelated to the Debtors' Chapter 11 cases.

Specifically, the firm:

   (a) advised Citation Corp. in its Chapter 11 cases, which were
       completed in May 2005;

   (b) currently uses HSBC Bank as its primary bank;

   (c) leases an office space from an affiliate of XL Capital;

   (d) advises a group of creditors in the EaglePicher Chapter 11
       case, including Angelo Gordon, Tennenbaum Capital,
       JPMorgan and Wells Fargo.

   (e) advised a group of creditors in the Mirant Corp. Chapter
       11 case, including Citigroup, Deutsche Bank and Wachovia.

From time to time, Miller Buckfire also may have had dealings on
other unrelated matters with certain professionals who are
expected to provide services in the Debtors' cases, including:

   * Jones Day,
   * Hunton & Williams LLP,
   * Folely & Lardner LLP,
   * Shearman & Sterling LLP, and
   * Skadden, Arps, Slate, Meagher & Flom LLP.

A number of business executives are members of an informal
strategic advisory committee of MBL Advisory Group, LLC, which is
a parent of Miller Buckfire.  None of the Strategic Committee
members are members of the board of directors of any of the
Debtors.

                    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.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  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.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP
represents the Official Committee of Unsecured Creditors.  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: Court Gives Final Nod on Retention of PwC as Auditors
----------------------------------------------------------------
Dana Corporation and its debtor-affiliates sought and obtained
authority, on a final basis, from the U.S. Bankruptcy Court for
the Southern District of New York, under Sections 327(a) and
328(a) of the Bankruptcy Code, to employ PricewaterhouseCoopers
LLP as their independent auditors, pursuant to an engagement
letter dated July 11, 2005.

As reported in the Troubled Company Reporter on Apr. 5, 2006,
Michael L. DeBacker, Dana Corporation's vice president, general
counsel and secretary, told the Court that the Debtors continue to
require the assistance of independent auditors to:

   (a) provide the Debtors with audits of their (i) financial
       statements and (ii) internal controls over financial
       reporting;

   (b) comply with the requirement to provide audited financial
       statements under Section 5.03(d) of the Senior Secured
       Superpriority Debtor-in-Possession Credit Agreement, dated
       as of the Petition Date, between the Debtors and the
       lender parties; and

   (c) fulfill the Debtors' public reporting obligations under
       the Securities Exchange Act of 1934.

According Mr. DeBacker, PricewaterhouseCoopers is well suited to
serve as the Debtors' independent auditors.  The firm (a) has
provided auditing services to numerous Fortune 500 companies and
other large business entities, (b) is one of the "Big 4"
accounting firms and (c) is widely recognized as one of the
world's leading providers of auditing and related services.

In addition, PricewaterhouseCoopers and its predecessors have
served as the Debtors' outside auditor since Dana's inception
over 100 years ago.  The firm also provided other audit-related
services for the Debtors from time to time.

PricewaterhouseCoopers will:

   (a) audit and review the Debtors' consolidated financial
       statements at December 31, 2005, and for the year then
       ending;

   (b) audit the Debtors' internal control over financing
       reporting as of December 31, 2005;

   (c) examine evidence supporting the amounts and disclosures in
       the Debtors' financial statements, assessing accounting
       principles used and significant estimates made by
       management and evaluating the overall financial statement
       presentation;

   (d) obtain an understanding of the Debtors' internal control
       over financial reporting, evaluating management's
       assessment of the internal controls, and test and
       evaluate the design and operating effectiveness of the
       controls;

   (e) apprise the Debtors' management and board of directors
       of any identified significant deficiencies and material
       weaknesses relating to the Debtors' internal control over
       financial accounting;

   (f) ensure that the Audit Committee of Dana's board of
       directors is informed about various matters related to the
       conduct of the firm's audit;

   (g) provide auditing services related to divestitures, joint
       ventures, debt agreements and certain of the Debtors'
       employee benefit plans;

   (h) provide certain audit-related tax services; and

   (i) conduct financial due diligence related to acquisitions
       and divestitures.

The Debtors will pay PricewaterhouseCoopers a $12,800,000 flat
fee, comprised of:

    (i) $7,000,000 for the base Audit;

   (ii) $3,300,000 in fees related to Audit-related Sarbanes-
        Oxley work;

  (iii) $1,300,000 for auditing services rendered in connection
        with divestitures, joint ventures, debt agreements and
        certain of the Debtors' employee benefit plans;

   (iv) $500,000 for financial due diligence related to
        acquisitions and divestitures; and

    (v) $700,000 for miscellaneous audit and tax-related services
        and certain subscription fees.

The Fee Estimate is for work identified as of January 2006 to be
performed by PricewaterhouseCoopers.

The Debtors will also reimburse the firm for actual and necessary
out-of-pocket expenses and internal per ticket charges for
booking travel.  The firm estimates that reimbursable expenses
will total $900,000

The Parties anticipate that the filing of the Debtors' Chapter 11
cases will require PricewaterhouseCoopers to implement certain
bankruptcy-specific procedures in rendering auditing services to
the Debtors, which were not contemplated when the Fee Estimate
was developed.  Because the additional services increase the
amount of work to be performed by the firm, the Debtors may
negotiate an additional fixed fee in respect of those services.

During the year immediately preceding the Petition Date, the
Debtors paid PricewaterhouseCoopers $11,039,741.  Approximately
$7,600,000 of the amount reflects the advance payments towards
the Fee Estimate and the remaining amount relates to the Debtors'
2004 year-end audit and other audit related-fees.

Timothy Donnelly, a partner at PricewaterhouseCoopers, disclosed
that the firm currently provides, or previously provided,
services to various parties-in-interest in matters unrelated to
the Debtors or their Chapter 11 cases.

Mr. Donnelly assured the Court that PricewaterhouseCoopers (a)
does not hold or represent any interest adverse to the Debtors or
their estates and (b) is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

                    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.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  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.
Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP
represents the Official Committee of Unsecured Creditors.  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: Court OKs Set-Off Procedures & Reduces Cap to $2 Mil.
----------------------------------------------------------------
Prior to filing for chapter 11 protection, in connection with the
day-to-day operations of their businesses, Dana Corporation
regularly engaged in transactions with customers, including
original equipment manufacturers, vendors and non-debtor
affiliates, that, among other things, supply goods, services or
financial support to Dana or receive financial support from the
Debtors.

Corinne Ball, Esq., at Jones Day, in New York, relates that many,
if not all, of these transactions were conducted on credit terms.
Accordingly, many Customers, Vendors and Affiliates owe
prepetition obligations to the Debtors.  Likewise, many
Customers, Vendors and Affiliates also have outstanding
prepetition claims against the Debtors.

The Obligations and the Claims arose in the ordinary course of
business from a variety of circumstances including:

   (a) overpayment for goods and services;
   (b) trade credit due to defective or returned goods;
   (c) goods or services provided on credit terms; and
   (d) intercompany loans and other extensions of credit.

Ms. Ball notes that the Debtors participate in programs with
certain of their OEM customers, under which they share in the
benefit of more favorable pricing and terms negotiated by the OEM
directly with a commodity supplier.  Under the Resale Programs,
the OEM contracts directly with a commodity supplier for product,
which is delivered to the Debtors' facilities and used to produce
goods sold to the OEM.

In certain instances, the Debtors receive an invoice or a
shipping statement from the OEM for the value of the commodity
received from the supplier, and apply that value in the form of a
credit against the outstanding accounts receivable due from that
OEM.  The OEM then pays the Debtors the remaining balance in
cash.

As of the Petition Date, the Debtors estimate that they owed
their OEM customers $34,000,000 of credits/payments for the
commodity purchases.

Additionally, the Debtors have incurred intercompany claims
resulting from transactions with Affiliates pursuant to which
Affiliates deliver goods or provide services to the Debtors.
Similarly, the Affiliates regularly purchase goods and services
from the Debtors.  The Debtors traditionally satisfy their
obligations to the Affiliates by making cash payments to the
Affiliates or by setting off these amounts against obligations
owing from the Affiliates.

The Debtors also occasionally engage in financing transactions
with Affiliates, either through intercompany loans or other
financing or credit support transactions that give rise to mutual
obligations and valid set-off rights.

In this regard, the Debtors seek the U.S. Bankruptcy Court for the
Southern District of New York's consent to establish
procedures for effecting set-off, pursuant to Section 553 of the
Bankruptcy Code, of mutual obligations and claims.

Based on informal set-off requests received as of March 15, 2006,
and a review of their books and records, the Debtors believe that
a significant number of potential valid Set-offs exist,
including, but not limited to, those involving the Resale
Programs and transactions with Affiliates.

According to Ms. Ball, the Set-off Procedures are designed to
establish a streamlined mechanism to resolve the Set-offs in the
most efficient manner possible.

Based on the terms of the Debtors' postpetition financing
documents and the Debtors' discussions with their DIP Lenders,
the Debtors do not believe that the Financing Documents impose
any requirements or limitations on Set-offs.

                       Set-off Procedures

The Set-off Procedures will apply only to Mutual Obligations and
Claims of a single Customer, Vendor or Affiliate and a single
Debtor.  Customers, Vendors or Affiliates who are separate but
related legal entities cannot aggregate their Claims for set-off
purposes.

Set-offs involving amounts less than $3,000,000 may be effected
by agreement between the applicable Debtor and the non-debtor
party to the Set-off.  Each Set-off Agreement will:

   (a) identify the Claim and the Obligation subject to set-off;

   (b) be signed by the applicable Debtor and the non-debtor
       party to the Set-off; and

   (c) be in a form acceptable to the Debtors.

A Set-off Agreement will become effective immediately upon its
execution, and the Debtors and the applicable Customer, Vendor or
Affiliate will be permitted to effect the Set-off without further
order of the Court or consent of other parties.

Set-offs above the Set-off Cap will be subject to additional
conditions:

   (1) After a Debtor reaches an agreement with a Customer,
       Vendor or Affiliate for a Set-off involving an amount
       above the Set-off Cap, the Debtor will file a notice of
       the Proposed Set-off with the Court and serve the Set-off
       Notice to:

        (a) counsel to the Official Committee of Unsecured
            Creditors;

        (b) counsel to the administrative agent for the DIP
            Lenders; and

        (c) the non-debtor party to the Proposed Set-off;

   (2) Interested Parties will have five business days after the
       Notice to object to the Proposed Set-off.  If no
       Objections are properly and timely asserted, the
       applicable Debtor will be authorized, without further
       notice and without further Court approval, to effect the
       Proposed Set-off; and

   (3) The applicable Debtors and the objection party may
       consensually resolve any Objection.  If an Objection is
       not resolved on a consensual basis, the applicable Debtor
       or the objecting party may schedule the Proposed Set-off
       and the Objection for hearing before the Court.

                          *     *     *

The Court approves the Set-Off Procedures, subject to these
terms:

  (1) The Set-off Cap is reduced from $3,000,000 to $2,000,000;
      and

  (2) The Official Committee of Unsecured Creditors will have
      five days after receipt of notice to object to a proposed
      set-off between a Debtor and an Affiliate involving an
      aggregate amount exceeding $250,000.

                    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.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  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.
Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP
represents the Official Committee of Unsecured Creditors.  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)


DELLS MOTOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Dells Motor Speedway, Inc.
        fka L & L Speedway, Inc.
        N1070 Smith Road
        P.O. Box 388
        Wisconsin Dells, Wisconsin 53965

Bankruptcy Case No.: 06-10714

Type of Business: The Debtor operates a racetrack.
                  The Debtor previously filed for bankruptcy
                  protection on March 30, 2005 (Bankr. W.D.
                  Wis. Case No. 05-12251).

Chapter 11 Petition Date: April 18, 2006

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Claire Ann Resop, Esq.
                  Brennan, Steil & Basting, S.C.
                  22 East Mifflin Street, Suite 400
                  P.O. Box 990
                  Madison, Wisconsin 53701-0990
                  Tel: (608) 251-7770
                  Fax: (608) 251-6626

Total Assets: $1,238,500

Total Debts:  $1,543,760

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Withholding Tax        $43,410
P.O. Box 480, Stop 660
Holtsville, NY 11742-0480

Gray Electric                    Trade Debt             $33,169
N4717 Highway 12-16
Mauston, WI 53948

DRS, Ltd.                        Trade Debt             $22,640
2534 South Fish Hatchery Road
Madison, WI 53711

Midwest Bleachers                Debt                   $20,600
6050 Industrial Court
P.O. Box 25
Greendale, WI 53129-0025

Scott's Construction, Inc.       Debt                   $17,605

Henderson/Yates                                         $14,733

WKOW Television, Inc.            Debt not incurred      $14,394
                                 With authority
                                 Against Wisconsin
                                 Dells Motor
                                 Speedway, Inc.

RaceQuip Safety Systems          Judgment               $11,682

Thundercat Fireworks             Debt                   $10,000

Bound Tree Medical                                       $9,282

Bob Johnson Lubricants                                   $7,835

Milestone Materials              Debt                    $7,834

Clear Channel                    Debt incurred           $7,500
                                 Without authority
                                 Against Wisconsin
                                 Dells Motor
                                 Speedway, Inc.

Pepsi-Cola                       Trade Debt              $7,500

Green Earth Organic Lawn Care    Debt                    $7,201

Charter Media                                            $7,100

Ray Zobel & Sons                 Debt                    $5,179

The LAMAR Co.                    Debt not incurred       $5,117
                                 With authority
                                 Against Wisconsin
                                 Dells Motor
                                 Speedway, Inc.

Steven Cannon Insurance          Debt                    $5,000

Wisconsin District                                       $5,000


DELTA AIRLINES: Walks Away from Atlanta Airport Tract 6 Lease
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Delta Air Lines, Inc., and its debtor-affiliates authority to
reject their lease agreement with the City of Atlanta, Georgia
governing the use and occupancy of the aircraft maintenance hangar
and related facilities and premises on Tract No. 6 at the
Hartsfield-Jackson Atlanta International Airport in the counties
of Fulton and Clayton, Georgia.

As reported in the Troubled Company Reporter on Apr. 17, 2006,
under a Lease Agreement for Aircraft Maintenance Hangar and
Related Facilities on Tract No. 6, dated Aug. 11, 1997, Delta was
responsible for providing maintenance and repair services for the
Leased Premises.

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

In addition, as part of their ongoing restructuring efforts, the
Debtors have determined that the premises, and therefore, the
lease, are not necessary to their continued business operations.
The Debtors told the Court that they also want to abandon all
furniture, fixtures and equipment remaining on Leased Premises,
pursuant to Section 554(a) of the Bankruptcy Code.

                      About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIRLINES: Court Okays Rejection of Stock Option Pact
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Delta Air Lines, Inc., and its debtor-affiliates authority to
reject an executory contract governing certain Delta Stock Options
pursuant to Section 365(a) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on Mar. 29, 2006, the
Debtors told the Court that prior to filing for bankruptcy, they
issued option-based instruments to their employees and directors,
the value of which is keyed to the value of Delta Air Lines,
Inc.'s common stock.  These instruments include restricted stock,
non-qualified stock options, stock appreciation rights, and
deferred common stock.

Approximately 93,000,000 Delta Stock Options remain outstanding,
held by approximately 70,000 current and former employees and
directors, and their transferees.

The Debtors related that the Delta Stock Options have exercise
prices ranging from $2.97 to $62.63 per share.  However, because
the market price of Delta's common stock has remained below $1.00
per share at all times since the Sept. 14, 2005, the Delta Stock
Options have little or no economic value.

For 2006, the Debtors expect to incur $305,000 for maintaining,
administering and accounting for the Delta Stock Options.  The
Debtors will also incur additional costs associated with new
accounting procedures required in 2006 and thereafter.

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 27; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DONALD CREECH: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Donald Clyde Creech
        Bonita Bingham Creech
        P.O. Box 877
        Middlesboro, Kentucky 40965

Bankruptcy Case No.: 06-60173

Type of Business: The Debtor previously filed for chapter 11
                  protection on February 24, 2006 (Bankr. E.D.
                  Ky. Case No. 06-60058).

Chapter 11 Petition Date: April 21, 2006

Court: Eastern District of Kentucky (London)

Debtors' Counsel: John Thomas Hamilton, Esq.
                  Gess Mattingly & Atchison, P.S.C.
                  201 West Short Street
                  Lexington, Kentucky 40507-1231
                  Tel: (859) 252-9000
                  Fax: (859) 233-4269

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

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


ELECTRICAL COMPONENTS: Moody's Rates $60 Million Term Loan at B3
----------------------------------------------------------------
Moody's Investors Service assigned first time corporate family
rating of B1 to Electrical Components International Holdings
Company.  Moody's also assigned a B1 rating to ECI's proposed $190
million of first-lien secured credit facilities and a B3 rating to
its proposed $60 million second-lien secured term loan. Combined
funded proceeds of $215 million together with a $125 million
equity contribution from Francisco Partners, LLC and management
will be used to finance the $320 million cash purchase price for
the proposed acquisition of Wire Harness Industries, Inc., a
subsidiary of Viasystems, Inc.  The rating outlook is stable.  The
ratings are subject to the review of the final financing
documentation and conditioned on the contribution of at least $125
million of either common stock or preferred stock with true
equity-like characteristics.

The ratings reflect the speculative characteristics of the credit
and are constrained by:

    1) ECI's high debt leverage at closing;
    2) modest near-term free cash flow generation;
    3) significant customer concentration; and
    4) limited tangible asset protection.

The ratings also reflect:

    1) ECI's strong market position as the leading wire harness
       supplier to a historically stable white goods market;

    2) the Company's historical track record of generating
       positive free cash flow and of improving operating margins;
       and

    3) its success in fully relocating its manufacturing
       operations to low-cost regions, which increases its cost-
       effectiveness and enhances its ability to deliver
       competitive pricing to its customers.

These first time ratings were assigned:

    * Corporate family rating -- B1

    * $35 million senior first-lien secured revolving credit
      facility due 2012 -- B1

    * $155 million senior first-lien secured term loan due
      2013 -- B1

    * $60 million second-lien secured term loan due 2014 -- B3

The rating outlook is stable.

Electrical Components International Holdings Company,
headquartered in St. Louis, Missouri, designs, manufactures and
markets wire harnesses and provides assembly services primarily
for major white goods appliance manufacturers.  Fiscal 2005
revenues were approximately $296 million.


ELECTRICAL COMPONENTS: S&P Rates Planned $60 Mil. Facility at CCC+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to electrical wire harness manufacturer Electrical
Components International Holdings Co. (ECI).

At the same time, Standard & Poor's:

   * assigned its 'B' bank loan rating and '3' recovery rating to
     St. Louis-based ECI's proposed $190 million first-lien senior
     secured credit facilities; and

   * assigned its 'CCC+' bank loan rating and '5' recovery rating
     to the company's proposed $60 million second-lien credit
     facility.

Proceeds from the facilities will be used by private equity firm
Francisco Partners L.P. to finance the purchase of the company
from its current parent, Viasystems Inc.  The outlook is stable.

"The ratings on ECI reflect the company's highly leveraged
financial risk profile and meaningful customer concentration,"
said Standard & Poor's credit analyst James Siahaan.  The ratings
also take into account the company's leading market positions in a
stable growth industry, as well as its competitive cost structure.

With 2005 sales of approximately $296 million, ECI is a leading
manufacturer of electrical wire harnesses.  These configurations
of wires and cables are outfitted with connectors and plugs, which
transmit electricity throughout an appliance or piece of
machinery, including white goods such as:

   * refrigerators,
   * stoves, and
   * washing machines.

The market for these harnesses is characterized by low but steady
growth.  The North American market is consolidated, as is the
customer base.

With a market share of approximately 66% in the North American
white goods market, ECI is the industry leader.  Its closest
competitor, Noma Corp., owned by GenTek Inc. (B+/Stable/--), has
less than a 30% market share.  ECI derives more than 90% of its
sales from the North American market, although it is making
inroads into the more fragmented Asian and European markets.  The
company benefits from a low cost structure and has typically
demonstrated stable profitability.

However, it is exposed to meaningful customer concentration.
Approximately 92% of its 2005 revenues were derived from its top
five customers.  The merger between white goods companies
Whirlpool and Maytag would further concentrate the business.
However, ECI could also see an opportunity in such a merger, as
the company hopes to expand its successful low-cost track record
with Maytag to a bigger concern.  Still, Noma's own sizable
business with Whirlpool could pose a challenge.

ECI's future growth is expected to come from new markets,
especially as ECI attempts to increase its sales of specialty
harnesses.  The company also hopes to capitalize on the
outsourcing trend by offering assembly services to its existing
customers.  Most of these services are still being done by
companies in-house.


EXCO RESOURCES: S&P Lowers Sr. Unsecured Note Rating to B- from B
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on independent exploration and production company
EXCO Resources Inc. and revised the outlook on the company to
stable from developing.

In addition, Standard & Poor's lowered its ratings on EXCO's
senior unsecured notes to 'B-' from 'B'.

Pro forma for recent transactions, Dallas, Texas-based EXCO will
have about $590 million in total debt.

The affirmation follows EXCO's recently completed public equity
offering.  Proceeds of $619 million were used to retire debt and
preferred stock associated with the recent TXOK acquisition and
the bridge loan at EXCO, which was put in place to facilitate a
management led equity buyout in October 2005.

"The recent transactions have simplified the company's capital
structure and increased the consolidated company's reserves and
daily production levels, which we view as favorable developments,"
said Standard & Poor's credit analyst Jeffrey Morrison.

"Nevertheless, an acquisitive growth strategy continues to
underpin the ratings," said Mr. Morrison.

The senior unsecured notes were notched down to reflect priority
debt in the current capital structure.


FALCONBRIDGE LTD: Government Conciliator to Oversee Union Talks
---------------------------------------------------------------
Falconbridge Ltd. and The United Steelworkers will resume contract
negotiations this week under the guidance of a government
conciliator, Reuters reports.

The union is negotiating the terms of a new contract with
Falconbridge after its three-year CBA expired in February 2006.
Negotiations have focused on pension and severance issues in
anticipation of a possible mine closure.  Reuters says that ore
deposits at the New Brunswick mine are running out.

The Steelworkers represent approximately 675 employees at the
Company's mine in Bathurst, New Brunswick.  In addition, the union
represents another 260 workers at the New Brunswick smelter.
Falconbridge told Reuters that it also expects the government to
name a conciliator for the smelter.

Headquartered in Toronto, Ontario, Falconbridge Limited --
http://www.falconbridge.com/-- produces nickel products.  The
Company owns nickel mines in Canada and the Dominican Republic and
operates a refinery and sulfuric acid plant in Norway.   It is
also a major producer of copper (38% of sales) through its Kidd
mine in Canada and its stake in Chile's Collahuasi mine and Lomas
Bayas mine.  Its other products include cobalt, platinum group
metals, and zinc.

                           *    *    *

Falconbridge's CDN$150 million 5% convertible and callable bonds
due April 30, 2007, carries Standard & Poor's BB+ rating.


FDL INC: Has Interim Access to Fifth Third's Cash Collateral
------------------------------------------------------------
The Hon. Frank J. Otte of the U.S. Bankruptcy Court for the
Southern District of Indiana in Indianapolis gave FDL, Inc.,
interim access to cash collateral securing repayment of its
prepetition debts to Fifth Third Bank and Don Rogers.

As of Feb. 16, 2006, the Debtor owed Fifth Third:

     -- approximately $23.1 million, plus accrued and unpaid
        interest, on account of a Dec. 15, 2005, Revolving Note
        in the principal sum of $24.8 million; and

     -- approximately $1 million, plus accrued and unpaid
        interest, on account of a Dec. 15, 2005, Term Note in the
        principal sum of $1.14 million.

Fifth Third holds liens and security interests in all of the
Debtor's assets to guarantee repayment of the Revolving and Term
Notes.

Mr. Rogers holds a $1.65 million claim against the Debtor.  Under
an inter-creditor agreement with Fifth Third, Mr. Rogers agrees to
assert a $500,000 claim against the Debtor's assets.

The Debtor grants Fifth Third and Mr. Rogers replacement liens on
all assets acquired prepetition including, among other things,
accounts and revenues generated by operations, to protect against
the diminution in value of their collateral.

In addition, the Debtor agrees to make a $40,000 adequate
protection payment to Fifth Third and hire LS Associates, Inc., as
a consultant.  LS Associates will monitor the Debtor's budget and
review any distribution the Debtor makes.

Judge Otte's interim order gives the Debtor access to cash
collateral until April 28, 2006.  The Debtor will use cash
collateral in accordance with a five-week budget.  A copy of the
budget is available for free at :

              http://researcharchives.com/t/s?839

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.


FEDDERS CORPORATION: Posts $62 Million Net Loss in 2005
-------------------------------------------------------
Fedders Corporation delivered its annual report for the year
ended Dec. 31, 2005, to the Securities and Exchange Commission
on March 31, 2006.

Fedders posted a $62 million net loss for the year ended Dec. 31,
2005, in contrast to a $26.1 million net loss in the prior year.

Net sales decreased 25.5% in 2005 to $297.7 million, compared to
$399.5 million of net sales for the year ended Dec. 31, 2004.  Net
sales in the Heating, Ventilation, Air Conditioning and
Refrigeration Segment of $267.5 million in 2005 decreased 28.1%
from $372 million in 2004 due primarily to lower sales of room air
conditioners resulting from high inventory levels at room air
conditioner customers in key North American markets, caused by
cooler than normal summer weather in 2004.

The Company's balance sheet at Dec. 31, 2005, showed $331,050,000
in total assets and $331,110,000 in total liabilities, resulting
in a de minimis stockholders' deficit.

A full text-copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?833

                       Senior Notes Default

In 2004, Fedders North America, Inc., issued Senior Notes bearing
interest at 9-7/8% with an aggregate $155 million principal amount
maturing in 2014.  FNA issued the notes to refinance $150 million
outstanding of 9-3/8% Senior Subordinated Notes due in 2007.

FNA defaulted on the terms of the 9-7/8% Senior Notes on June 24,
2005, after failing to timely file with the SEC its annual report
for the year ended Dec. 31, 2004.

On Sept. 13, 2005, holders of a majority in aggregate principal
amount of the outstanding Senior Notes waived the default and
adopted the First Supplemental Indenture and Waiver.  The waiver
period established under the First Supplemental Indenture ended on
Dec. 31, 2005.  During the Waiver Period an additional 100 basis
points of interest accrued on the principal amount of the Senior
Notes.  As of Dec. 31, 2005, $463,000 was accrued.  The amount was
paid on March 1, 2006.

                         About Fedders

Headquartered in Liberty Corner, New Jersey, Fedders Corporation,
-- http://www.fedders.com/-- is a leading global manufacturer and
marketer of air treatment products, including air conditioners,
air cleaners, dehumidifiers, and humidifiers.  The company has
production facilities in the United States in Illinois, North
Carolina, New Mexico, and Texas and international production
facilities in China, India and the Philippines.  All products are
manufactured to Fedders' one worldwide standard of quality.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2005,
Standard & Poor's Ratings Services lowered its corporate credit
ratings on air treatment products manufacturer Fedders Corp. and
Fedders North America Inc. to 'CC' from 'CCC'.  At the same time,
Fedders North America's senior unsecured debt rating was lowered
to 'C' from 'CC'.  S&P said the outlook remains negative.


FLYI INC: Walks Away from 738 Unnecessary Executory Contracts
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave FLYi,
Inc., and its debtor-affiliates authority to reject 738 executory
contracts pursuant to Section 365 of the Bankruptcy Code.

The Debtors tell the Court that as a result of the discontinuation
of their flight operations, they determined that many of their
contracts have become unnecessary to their estates.  The Debtors
believe that 738 contracts have no market value and are
unnecessary to their estates.

A list of the Debtors' 738 Rejected Contracts is available for
free at http://ResearchArchives.com/t/s?834

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FLYI INC: Wants to Walk Away from Dulles Headquarters Lease
-----------------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authority to:

   (a) reject a non-residential real property lease for their
       headquarters in Dulles, Virginia, effective as of
       April 30, 2006; and

   (b) enter into a new lease agreement with Loudoun Gateway III,
       L.L.C., as landlord, regarding their continued lease of a
       reduced portion of the property of the Headquarters.

The Debtors and Loudoun are parties to a lease of approximately
76,982 sq. ft. of rentable space in a building located at 45200
Business Court, Dulles, in Loudoun County, Virginia.  The Debtors
use the leased premises for their headquarters.  The term of the
Original Lease is for 10 years, starting on December 1, 2000.
The monthly rent is currently $173,193, and subject to annual
increases.

The Debtors determined that they no longer need the space at the
Headquarters Building.  Accordingly, the Debtors sought to reduce
their leased space at the Building and shorten the length of the
Lease.

After negotiations, the Debtors and Loudoun agree that:

   (a) Effective as of April 30, 2006, the Debtors will be deemed
       to have rejected the Original Lease in its entirety.
       Loudoun must file damages claims before May 31, 2006;

   (b) The Debtors may occupy a specific portion of the Building
       under these terms:

          * The Debtor agrees to occupy the Premises, on the same
            terms given in the Original Lease;

          * The Premises will consist of approximately 30% of the
            rentable square footage of the first floor of the
            Building, and the reception area located in Suite 100
            of the Building;

          * The Lease Term will be from May 1, 2006, to April 30,
            2007; and

          * The Debtors will pay Loudoun a $17,500 monthly rent;
            and

   (c) The Agreement will not be assigned without both parties'
       consent, provided that the Debtors may assign their rights
       under the Agreement to any person or entity who assumes
       the Debtors' obligations under the Agreement.

By entering into the Agreement, the Debtors will be able to
continue to perform their wind-down functions at the Headquarters
at a reasonable rent, while avoiding the significant cost of
moving their remaining operations and office equipment to another
location, M. Blake Cleary, at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, asserts.

                          About FLYi Inc.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000. (FLYi Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FORD MOTOR: Incurs $1.2 Billion Net Loss in First Quarter
---------------------------------------------------------
Ford Motor Company [NYSE: F] reported a net loss of $1.2 billion,
for the first quarter of 2006.  This compares with net income of
$1.2 billion, in the first quarter of 2005.

Ford's first-quarter earnings from continuing operations,
excluding special items, was $458 million.

Ford's total sales and revenue in the first quarter was
$41.1 billion, down $4.1 billion from a year ago.

"I am confident that we are confronting our challenges head-on and
that we will succeed in our turnaround and getting back on track
to ensure our long-term success," said Chairman and Chief
Executive Officer Bill Ford.  "We are clearly in a period of
transition.  However, I am pleased with the changes underway to
make Ford a leaner, more innovative company.  I also am grateful
to our employees for the cooperation and confidence in Ford that
they have demonstrated by embracing these changes, which can be
very difficult."

Special items reduced earnings by 88 cents per share in the first
quarter. The pre-tax effect of these items include:

   -- a charge of $1.7 billion, or 61 cents per share, for costs
      associated with expected North America Way Forward-related
      layoff and jobs bank benefits and voluntary termination
      packages;

   -- a charge of $414 million, or 14 cents per share, of related
      non-cash pension curtailment charges;

   -- facility-related costs, primarily associated with last
      month's idling of the St. Louis Assembly Plant, of
      $281 million; and

   -- costs of $95 million, or 3 cents per share, associated with
      additional personnel reduction programs not directly related
      to Way Forward.

First-quarter highlights included:

   -- launched Way Forward plan to return North America automotive
      operations to profitability no later than 2008.  Plan
      includes idling and ceasing operations at 14 manufacturing
      facilities through 2012, including seven vehicle assembly
      plants, and initiatives to generate net material cost
      savings of at least $6 billion by 2010, improve quality and
      invest in new products;

   -- introduced U.S. products that are performing well in the
      marketplace, including Ford Fusion, Mercury Milan and
      Lincoln Zephyr;

   -- launched all-new Ford Ranger in Thailand, Ford Fiesta in
      India, Ford Focus in China and confirmed Volvo S40 would
      also be locally produced in China;

   -- best ever first quarter global sales for Land Rover,
      increasing 26 percent over a year ago.

                        Automotive Sector

On a pre-tax basis, excluding special items of $2.5 billion,
worldwide Automotive sector losses in the first quarter were
$184 million.  This compares with a pre-tax profit of $580
million, excluding special items of $107 million, during the same
period a year ago.

Worldwide automotive sales for the first quarter declined to
$37.0 billion from $39.3 billion in the same period last year.
Worldwide vehicle unit sales in the quarter were 1,722,000, up
from 1,716,000 a year ago.

Total cash, including automotive cash, marketable securities,
loaned securities and short-term Voluntary Employee Beneficiary
Association (VEBA) assets at March 31, 2006, was $23.7 billion,
down from $25.1 billion at the end of the fourth quarter.

                          The Americas

For the first quarter, The Americas reported a pre-tax automotive
loss of $323 million, excluding special items, compared to a
pre-tax profit of $741 million in the same period a year ago.

North America

In the first quarter, Ford's North America automotive operations
reported a pre-tax loss of $457 million, excluding special items,
compared with a pre-tax profit of $664 million, excluding special
items, a year ago.  The deterioration primarily reflected lower
volumes associated with lower market share and a smaller increase
in dealer inventories; increased incentives associated with a
higher mix of leasing and fleet sales; the non-recurrence of
favorable warranty reserve adjustments; acceleration of
depreciation charges associated with announced plant idlings;
adverse currency exchange; and losses associated with ACH, the
former Visteon activities now controlled by Ford.  These
declines were partially offset by lower net product costs and
other improvements primarily associated with implementation of
the Company's personnel and capacity reduction actions.  Sales
were $19.8 billion, down from $21.1 billion for the same period a
year ago.

South America

Ford's South America automotive operations reported a first-
quarter pre-tax profit of $134 million, an increase of $57 million
from a $77 million pre-tax profit a year ago.  Pricing and higher
industry volume, partially offset by higher commodity prices, were
the primary drivers of the improvement.  Sales for the first
quarter improved to $1.2 billion from $866 million in 2005.

                    International Operations

In the first quarter, International Operations reported a
combined automotive pre-tax profit, excluding special items, of
$301 million, an improvement of $200 million from first quarter
2005.

            Ford Europe and Premier Automotive Group

The combined first-quarter automotive pre-tax profit, excluding
special items, for Ford Europe and PAG automotive operations was
$254 million, an improvement of $250 million from the same period
a year ago.

Ford Europe

Ford Europe's first-quarter pre-tax profit was $91 million,
excluding special items, compared with a pre-tax profit of
$59 million during the 2005 period.  The improvement was more than
explained by cost reductions, primarily material costs, and
favorable mix, partially offset by lower net pricing.  During the
first quarter, Ford Europe negotiated an investment security
agreement with the German works council that provides job
protection while achieving a more competitive manufacturing cost
base.  Ford Europe's sales in the first quarter were $6.8 billion,
compared with $7.7 billion during first quarter 2005.

Premier Automotive Group (PAG)

PAG reported a pre-tax profit, excluding special items, of
$163 million for the first quarter, compared with a pre-tax
loss of $55 million for the same period in 2005.  The
improvement primarily reflected cost improvements at Volvo,
Jaguar, and Land Rover and increased sales of Range Rover Sport,
contributing to improved mix.  The improvements were partially
offset by unfavorable currency exchange and lower net pricing.
First-quarter sales for PAG were $7.1 billion, compared with
$7.6 billion a year ago.

                  Asia Pacific and Africa/Mazda

In the first quarter, Asia Pacific and Africa/Mazda reported a
combined pre-tax profit of $47 million, compared with a pre-tax
profit of $97 million in 2005.

Asia Pacific and Africa

For the first quarter, Asia Pacific and Africa reported a
pre-tax profit of $2 million, compared with a pre-tax profit of
$43 million a year ago.  The decline primarily reflected lower
Falcon volumes in Australia, unfavorable currency exchange,
and the non-recurrence of last year's sale of our interest in
Mahindra & Mahindra in India, partially offset by improved
performance in our joint ventures, primarily in China.  Sales
were $1.7 billion, compared with $2.0 billion in 2005.

Mazda

During the first quarter of 2006, Ford's share of Mazda
profits and associated operations was $45 million, compared with
$54 million during the same period a year ago.  The decline
primarily reflected lower gains during the quarter on our
investment in Mazda's convertible bonds.  All of these bonds have
now been converted to equity.

                        Other Automotive

First-quarter results included a loss of $162 million in Other
Automotive, compared with a loss of $262 million a year ago.  The
year-over-year improvement primarily reflected higher interest
income from our cash portfolio, due to higher short-term interest
rates and higher cash balances.

                    Financial Services Sector

For the first-quarter, Financial Services sector earned a
pre-tax profit of $744 million, compared with pre-tax profits of
$1.1 billion a year ago.

Ford Motor Credit Company

Ford Motor Credit Company reported net income of $479 million in
the first quarter of 2006, down $231 million from earnings of
$710 million a year earlier.  On a pre-tax basis from continuing
operations, Ford Motor Credit earned $751 million in the first
quarter, compared with $1.1 billion in the previous year.  The
decrease in earnings primarily reflected higher borrowing costs,
the impact of lower receivable levels and higher depreciation
expense, partially offset by improved credit loss performance.

                     Full-Year Special Items

The company previously announced it anticipated full-year pre-tax
special items of about $1 billion, with further study required to
assess additional costs stemming from the Way Forward plan and to
determine appropriate accounting for these costs.  The present
expectation is that total full-year pre-tax special items,
including these jobs bank-related costs and associated pension
curtailment charges, will be about $3.4 billion.

Executive Vice President and Chief Financial Officer Don Leclair
said, "Today's results reflect the business environment we are
facing and the actions we are taking to address our issues. We
remain committed to implementing our plans to turn around the
automotive business."

                         About Ford Motor

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

                         *     *     *

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

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

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


GALVEX HOLDINGS: Committee Hires DLA Piper as Bankruptcy Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Galvex
Holdings Limited and its debtor-affiliates' chapter 11 cases
sought and obtained authority from the U.S. Bankruptcy Court for
the Southern District of New York to employ DLA Piper Rudnick Gray
Cary US LLP as its bankruptcy counsel.

As reported in the Troubled Company Reporter on Mar. 27, 2006, DLA
Piper is expected to:

    (a) advise the Committee with respect to its rights, duties
        and powers in the Debtors' chapter 11 cases;

    (b) assist and advise the Committee in its consultations with
        the Debtors relative to the administration of the chapter
        11 cases;

    (c) assist the Committee in its review and analysis of any and
        all offers to purchase the Debtors' assets and asset
        purchase agreements;

    (d) assist the Committee in examining and analyzing the
        propriety of inter-Debtor agreements;

    (e) assist and advise the Committee as to whether dismissal of
        the Debtors' cases is appropriate and in the best interest
        of creditors;

    (f) assist the Committee in analyzing the claims of the
        Debtors' creditors and the Debtors' capital structure and
        in negotiating with holders of claims and equity
        interests;

    (g) assist the Committee in its investigation of the acts,
        conduct, assets, liabilities and financial condition of
        the Debtors and of the operation of the Debtors'
        businesses;

    (h) assist the Committee in its analysis of, and negotiations
        with, the Debtors or any third party concerning matters
        related to, among other things, the assumption or
        rejection of certain leases of non-residential real
        property and executory contracts, asset dispositions,
        financing of other transactions and the terms of one or
        more plans of reorganization for the Debtors and
        accompanying disclosure statements and related plan
        documents;

    (i) assist and advise the Committee as to its communications
        to the general creditor body regarding significant matters
        in these chapter 11 cases;

    (j) represent the Committee at all hearings and other
        proceedings;

    (k) review and analyze applications, orders, statements of
        operations and schedules filed with the Court and advise
        the Committee as to their propriety, and to the extent
        deemed appropriate by the Committee support, join or
        object thereto;

    (l) advise and assist the Committee with respect to any
        legislative, regulatory or governmental activities;

    (m) assist the Committee in preparing pleadings and
        applications as may be necessary in furtherance of the
        Committee's interests and objectives;

    (n) prepare, on behalf of the Committee, any pleadings,
        including without limitation, motions, memoranda,
        complaints, adversary complaints, objections or comments
        in connection with any of the foregoing;

    (o) investigate and analyze any claims against the Debtor's
        secured lenders;

    (p) advise and assist the Committee in its review and analysis
        of the Debtors' corporate governance; and

    (q) perform such other legal services as may be required or
        are otherwise deemed to be in the interests of the
        Committee in accordance with the Committee's powers and
        duties as set forth in the Bankruptcy Code,
        Bankruptcy Rules or other applicable law.

Thomas R. Califano, Esq., a partner at DLA Piper, tells the Court
that the Firm's professionals bill:

         Professional                    Hourly Rate
         ------------                    -----------
         Partners                        $610 - $650
         Special Counsel and Counsel         $550
         Associates                      $275 - $485
         Paraprofessionals                   $225

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

                    About Galvex Holdings

Headquartered in New York City, New York, Galvex Holdings Limited
-- http://www.galvex.com/-- and its affiliates operate the
largest independent galvanizing line in Europe.  The Debtors have
offices in New York, Tallinn, Bermuda, Finland, Ukraine, Germany
and the United Kingdom.  The company and four of its affiliates
filed for chapter 11 protection on Jan. 17, 2006 (Bankr. S.D.N.Y.
Case No. 06-10082).  David Neier, Esq., at Winston & Strawn LLP,
represents the Debtors in their restructuring efforts.  Galvex
Capital, LLC, is represented by Gerard DiConza, Esq., at DiConza
Law, P.C.  Thomas R. Califano, Esq., at DLA Piper Rudnick Gray
Cary US LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than $100
million.


GALVEX HOLDINGS: Capital's Chap. 11 Case Excluded from Joint Cases
------------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York removed Galvex Capital LLC's chapter
11 case from the joint administration of Galvex Holdings Ltd. and
its debtor-affiliates chapter 11 cases.

Galvex Holdings told the Court that Capital's chapter 11 case
shouldn't be jointly administered with the other cases citing:

    1) Capital has its own bankruptcy counsel;

    2) the Final Financing Order does not include postpetition
       financing for Capital;

    3) the Debtors proposed sale of substantially all of their
       assets does not include Capital's stock or involve
       Capital in any way; and

    4) Capital, although technically an affiliate, has no common
       operational relationship of common interests with the other
       Debtors.

                    About Galvex Holdings

Headquartered in New York City, New York, Galvex Holdings Limited
-- http://www.galvex.com/-- and its affiliates operate the
largest independent galvanizing line in Europe.  The Debtors have
offices in New York, Tallinn, Bermuda, Finland, Ukraine, Germany
and the United Kingdom.  The company and four of its affiliates
filed for chapter 11 protection on Jan. 17, 2006 (Bankr. S.D.N.Y.
Case No. 06-10082).  David Neier, Esq., at Winston & Strawn LLP,
represents the Debtors in their restructuring efforts.  Galvex
Capital, LLC, is represented by Gerard DiConza, Esq., at DiConza
Law, P.C.  Thomas R. Califano, Esq., at DLA Piper Rudnick Gray
Cary US LLP, represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than $100
million.


GRAHAM PACKAGING: Unit Restructures Debt to Cut Interest Expense
----------------------------------------------------------------
Graham Packaging Holdings Company's subsidiary, Graham Packaging
Company, L.P., can now borrow an additional $150 million under its
B Term Loan facility with Deutsche Bank AG Cayman Islands Branch.
Graham Packaging L.P. entered into the Second Amendment and
Consent to Credit Agreement on April 18, 2006, amending its
October 7, 2004, Credit Agreement, to increase the borrowing
capacity.

Graham Packaging L.P. will use the proceeds of this additional
loan were used to pay down $100 million of its Second-Lien Credit
Agreement, dated as of October 7, 2004, to reduce Holdings'
consolidated interest expense by 2.0% per annum going forward,
with the remaining $50 million being used to reduce outstanding
borrowings on the existing revolving credit facility provided for
under the Credit Agreement.

Standard & Poor's Ratings Services put a 'B' bank loan rating on
the incremental $150 million first-lien term loan B due 2011,
based on preliminary terms and conditions.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B'
corporate credit rating, on the plastic packaging producer.  S&P
said the outlook remains positive.

Holdings has $493,710,000 in debts as of December 31, 2005.

Graham Packaging Holdings Company designs, manufactures, and sells
customized blow molded plastic containers for the branded food and
beverage, household, specialty containers, and automotive
lubricants markets with 90 plants throughout North America,
Europe, and Latin America.


GRAHAM PACKAGING: Posts $52.6 Million Net Loss in 2005
------------------------------------------------------
Graham Packaging Company delivered its financial results for the
fiscal year ended Dec. 31, 2005, to the Securities and Exchange
Commission on March 31, 2006.

Graham posted a $52.6 million net loss for the year ended Dec. 31,
2005, compared to net loss of $40.6 million for the year ended
Dec. 31, 2004.

Net sales during the year increased $1.12 billion, or 82.8%, to
$2.47 billion from $1.35 million for the year ended Dec. 31, 2004.
The increase in sales was primarily due to the acquisition of O-I
Plastic, as well as an increase in resin pricing.

The Company's balance sheet at Dec. 31, 2005, showed $2.56 billion
in total assets and $3.05 billion in total liabilities, resulting
in approximately $493 million of stockholders' deficit.

A full-text copy of the regulatory filing is available for free
at http://researcharchives.com/t/s?832

                      About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging --
http://www.grahampackaging.com/-- designs, manufactures and sells
technology-based, customized blow-molded plastic containers for
the branded food and beverage, household, personal care/specialty,
and automotive lubricants product categories.  The Company
currently operates 88 plants worldwide.  The Blackstone Group of
New York is the majority owner of Graham Packaging.

                             *   *   *

As reported in the Troubled Company Reporter on Apr 11, 2006,
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating to Graham Packaging Co.'s proposed incremental $150 million
first-lien term loan B due 2011, based on preliminary terms and
conditions.  At the same time, Standard & Poor's affirmed its
ratings, including its 'B' corporate credit rating, on the plastic
packaging producer.  The outlook remains positive.


HILB ROGAL: Favorable Market Position Cues Moody's to Up Ratings
----------------------------------------------------------------
Moody's Investors Service upgraded the senior secured bank credit
facilities of Hilb Rogal & Hobbs Company to Ba2 from Ba3.  The
upgrade reflects HRH's strong operating performance as well as the
appointment of some key executives over the past several months.
The rating outlook is stable.

According to Moody's, HRH's rating reflects its favorable market
position, healthy operating margins, solid free cash flow relative
to debt, and expertise in serving the U.S. middle market and some
larger accounts.  Moody's noted that HRH has strengthened its
management team through several senior appointments over the past
several months, including a new president named from within the
company and a new CFO named from outside.  The prior president
resigned in May 2005 in connection with regulatory investigations
into certain HRH business practices, and the prior CFO assumed the
role of Treasurer.

These strengths are tempered by the company's modest size relative
to the largest global brokers, and by the integration risk
associated with its acquisition strategy.  Also, like other
brokers, HRH faces continuing regulatory inquiries into market
conduct, and related litigation.  For business written on or after
Jan. 1, 2005, HRH voluntarily eliminated contingent commissions on
brokerage business as well as all national override commissions.
Moody's believes that HRH has reduced its regulatory and
litigation exposure through a settlement agreement announced in
August 2005.

Moody's cited these factors that could lead to a further upgrade
of HRH's ratings:

   -- sustained operating margins above 20%;

   -- consistently strong EBIT coverage of interest;

   -- a debt-to-EBITDA ratio consistently below 2.5x; and

   -- continued profitable growth in brokerage commissions and
      fees.

The rating agency added that these factors could lead to a
downgrade of HRH's ratings:

   -- deterioration in operating margins to less than 15%;

   -- EBIT coverage of interest falling below 5x;

   -- a debt-to-EBITDA ratio exceeding 3.0x; or

   -- material new adverse developments in connection with
      regulatory proceedings or related litigation.

The last rating action took place on Dec. 14, 2004, when Moody's
assigned a Ba3 rating to the current senior secured bank credit
facilities with a positive outlook.  HRH's bank facilities are
guaranteed by and secured by the stock of all significant
subsidiaries.

HRH, based in Glen Allen, Virginia, ranks among the eight largest
U.S. insurance brokers.  HRH primarily helps U.S. middle-market
accounts to manage property & casualty risks, employee benefits
and other specialized exposures.  For 2005, HRH reported revenues
of $674 million and net income of $56 million.  Shareholders'
equity was $546 million as of Dec. 31, 2005.


HOST HOTELS: S&P Places BB- Corp. Credit Rating on Positive Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Host
Hotels & Resorts Inc., including the 'BB-' corporate credit
rating, on CreditWatch with positive implications.

The CreditWatch listing reflects the expectation for continued
strength in the lodging operating environment into 2007, resulting
in the potential for credit protection measures to improve over
the near term to levels consistent with higher ratings.  The
expectation for an extended period of strength in the lodging
environment and improving credit measures complements Host's
recent acquisition of 28 hotels from Starwood Hotels & Resorts
Worldwide Inc., which was financed with a meaningful amount of
equity.

In resolving its CreditWatch listing, Standard & Poor's will
review Host's business and financial profiles pro forma for the
Starwood acquisition, taking into account expectations for an
extended period of lodging industry strength.


INDEPENDENT WHOLESALE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Independent Wholesale, Inc.
        2729 Hansrob Road
        Orlando, Florida 32804

Bankruptcy Case No.: 06-00882

Type of Business: The Debtor supplies cigarettes, cigars,
                  tobacco, candy and sundries to customers
                  throughout the state of Florida.
                  See http://goiwi.com/

Chapter 11 Petition Date: April 21, 2006

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Russell M. Blain, Esq.
                  Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, Florida 33602
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

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.


INSIGNIA SOLUTIONS: Nasdaq May Delist Stock Due to Low Equity
-------------------------------------------------------------
Insignia Solutions (NASDAQ:INSG) received a notice from NASDAQ
that shares of its common stock will be delisted from The NASDAQ
Capital Market effective as of the opening of business today,
April 25, 2006 for failure to comply with NASDAQ Marketplace Rule
4310(c)(2)(B)(i), which requires the Company to maintain a minimum
of $2.5 million in stockholders' equity.

On April 19, 2006, the Company also received a letter from The
NASDAQ Stock Market indicating that it had not received the
Company's Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2005 as required by NASDAQ Marketplace Rule 4310(c)(14)
and that such noncompliance served as an additional basis for
delisting the Company's securities from The NASDAQ Stock Market.
The Company has not filed its Annual Report on Form 10-K with the
SEC or The NASDAQ Stock Market by the required deadline because
the Company has not concluded its year-end audit.

Insignia expects that quotations for its common stock will appear
in the National Daily Quotations Journal, often referred to as the
"pink sheets," where subscribing dealers can submit bid and ask
prices on a daily basis.  The Company intends to apply for trading
of its common stock on the Over the Counter Bulletin Board upon
completion of its Form 10K filing for the period ended Dec. 31,
2005.

The Company may request the NASDAQ Listing and Hearing Review
Council to review the decision of the NASDAQ Listing
Qualifications Panel.  However, there can be no assurance that any
such request will be successful.

                    About Insignia Solutions

Headquartered in Fremont, California, Insignia Solutions PLC --
http://www.insignia.com/-- enables mobile operators and terminal
manufacturers to manage a growing, complex and diverse community
of mobile devices.  Insignia Device Management Suite is a complete
standard-based mobile device management offering, which includes
client provisioning technologies supported by most of the mobile
devices in the past, OMA-DM based technology used by current
mobile devices and future OMA-DM based technologies.

                          *     *     *

                       Going Concern Doubt

Burr, Pilger & Mayer LLP expressed substantial doubt about
Insignia's ability to continue as a going concern after it audited
the Company's financial statements for the years ended Dec. 31,
2004 and 2003.  The auditing firm pointed to the Company's
recurring losses from operations.

Also, in the nine months ended Sept. 30, 2005, the Company had:

     * a net loss of $4.9 million;
     * net cash used in operations of $3.7 million; and
     * cash, cash equivalents, and restricted cash of $100,000.

For the years ended Dec. 31, 2004, 2003, and 2002, the Company
had:

     * recurring net losses of $7.1 million, $4.3 million, and
       $8.4 million, respectively; and

     * net cash used in operations of $7.6 million, $4.2 million,
       and $8.4 million, respectively.

The Company's management said that these conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


INTEGRATED ELEC: Equity Panel Wants Confirmation Hearing Adjourned
------------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
Integrated Electrical Services, Inc., and its debtor-affiliates
chapter 11 cases asks the U.S. Bankruptcy Court for the Northern
District of Texas to adjourn the confirmation hearing, which has
been scheduled for today, April 25, 2006.

Kristen G. Schulz, Esq., at Jenner & Block LLP, in Dallas, Texas,
tells the Court that recent events prevent the Equity Committee
from completing the necessary discovery and performing the
necessary analyses in preparation for the Confirmation Hearing as
scheduled.

Ms. Schulz did not elaborate on the recent events that supposedly
have hindered the Equity Committee's progress.

The Equity Committee filed its request under seal, pursuant to an
agreed order among the Debtors, the Official Committee of
Unsecured Creditors, and Equity Committee, and signed by Judge
Houser.

The Debtors and the Creditors Committee filed objections to the
Equity Committee's request under seal.

                    About Integrated Electrical

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on
Feb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel
C. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &
Elkins, L.L.P., represent the Debtors in their restructuring
efforts.  Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq.,
at Weil, Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000. (Integrated Electrical Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc. 215/945-7000)


INTEGRATED ELECTRICAL: Seven Parties Object to Plan Confirmation
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Apr. 6, 2006, the
United States Bankruptcy Court for the Northern District of Texas
issued an amended order approving the second amended disclosure
statement explaining Integrated Electrical Services, Inc., and its
debtor-affiliates' second amended plan of reorganization.

The Court determined that the Second Amended Disclosure Statement
contains adequate information -- the right amount of the right
kind for creditors to make informed decisions when the Debtor asks
them to vote to accept the Plan.

The Second Amended Plan and Disclosure Statement incorporate the
role and concerns of the Official Committee of Equity Security
Holders.  The Equity Committee was appointed by the United States
Trustee on March 8, 2006, two days before the hearing of the First
Disclosure Statement, to represent the interests of all holders of
Class 8 equity interests in the Debtors.

                Objections to Plan Confirmation

Several parties-in-interest object to the confirmation of the
Debtors' Second Amended Plan of Reorganization:

   (1) Tax Appraisal District of Bell County, County of Comal,
       City of Schertz, in Texas;

   (2) Marathon Global Convertible Master Fund, Ltd.; Marathon
       Special Opportunities Master Fund, Ltd.; and Amulet
       Limited;

   (3) Garland Independent School District;

   (4) Continental Casualty Company, American Casualty Company of
       Reading, Pennsylvania; Transportation Insurance Company;
       and CNA ClaimPlus, Inc.;

   (5) City of Grapevine; Grapevine-Colleyville ISD; Klein ISD,
       Clear Creek ISD; and Spring Branch ISD, in Texas;

   (6) Bexar County, Dallas County, Fort Bend County, Fort Bend
       ISD, Harris County, Houston ISD, Katy ISD, Tarrant County,
       Tom Green CAD, Wise County, Navarro County, and City of
       Memphis, in Texas; and

   (7) The Official Committee of Equity Holders

Pursuant to an agreed order signed by Judge Houser, the Official
Committee of Equity Holders filed its objection under seal.

The ISDs and taxing authorities assert secured claims against the
Debtors for unpaid ad valorem property taxes, treatment of which,
they say, is unsatisfactory under the Plan.

On behalf of the Tax Appraisal District of Bell County, County of
Comal, City of Schertz, in Texas, Michael Reed, Esq., at
McCreary, Veselka, Bragg & Allen, P.C., in Austin, Texas, says
Plan provisions which deal with secured claims fail to provide
fair and equitable treatment as required by Sections 1129(b)(1)
and (2)(A) of the Bankruptcy Code in that:

   (a) The claims are not given express retention of all property
       tax liens, until all taxes, penalties and interest
       protected by those liens have been paid;

   (b) The lien positions may be primed by exit financing or any
       other financing provisions;

   (c) The Plan fails to provide for interim interest at the
       statutory rate as required by Section 506(b);

   (d) The claims are not given post Effective Date interest at
       the statutory rate, pursuant to Section 511;

   (e) The Plan establishes claims in the amounts reflected on
       the Debtors' schedules.  Bell County wants that its claims
       be acknowledged as notification to the Debtors of Bell
       County's disagreement with any scheduled amounts differing
       from the claims;

   (f) There is no deadline for the Debtors to object to Bell
       County's claims; and

   (g) There are no provisions that assure that the property
       taxes for 2006 will be timely paid when due and that any
       objection will be resolved.

The City of Grapevine and the Grapevine-Colleyville, Klein, Clear
Creek, and Spring Branch ISDs also point out that the Plan does
not contain cure provisions in case of a default in plan
payments.

Continental Casualty Company and its American affiliates, which
maintain a program of insurance for the Debtors, point out that
the Plan purports to grant broad releases to the Debtors, their
lenders and other nondebtor entities on behalf of CNA, and
without a requirement of express consent by CNA.

Joseph J. Wielebinski, Esq., at Munsch Hardt Kopf & Harr, P.C.,
in Dallas, Texas, says the release provision constitutes a
nonconsensual nondebtor release, for which the Debtors have
offered no authority under the applicable statutory or decisional
authority.  Section 524 of the Bankruptcy Code provides that the
discharge of a debtor's debt does not affect the liability of any
other entity on, or the property of any other entity for, the
debt.  CNA contends that it cannot be compelled to grant a
release.  Furthermore, Mr. Wielebinski says CNA does not consent
to the release of non-debtor, co- or additional insureds under
the Insurance Program of their obligations to pay premiums or
costs associated with the policies.

Mr. Wielebinski also notes that the Plan contains a post-
discharge injunction barring further prosecution of discharged
claims.  CNA wants the Debtors to modify the Plan to clarify if
the injunction:

   (i) bars the claimants from proceeding against CNA; or

  (ii) exempts claims handling under the insurance program from
       CNA's reach.

Without the modifications, CNA asks the Court to deny
confirmation of the Plan.

                About Integrated Electrical

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on
Feb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel
C. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &
Elkins, L.L.P., represent the Debtors in their restructuring
efforts.  Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq.,
at Weil, Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000. (Integrated Electrical Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc. 215/945-7000)


INTEGRATED ELECTRICAL: Winds Down Five Subsidiaries' Operations
---------------------------------------------------------------
Integrated Electrical Services, Inc., disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that on
March 28, 2006, it committed to an exit plan with respect to five
underperforming subsidiaries.

The Exit Plan contemplates a wind-down of operations or the
earlier sale or other disposition of these Subsidiaries:

   (1) Thomas Popp & Company,
   (2) Pan American Electric, Inc.,
   (3) Mills Electric LP,
   (4) Mark Henderson, Incorporated, and
   (5) Bryant Electric Company, Inc.'s Utility Division.

Bryant Electric's Electrical Division will be merged with another
IES subsidiary, Newcomb Electric Company, Inc.

According to Curt L. Warnock, IES senior vice president and
general counsel, the Company's Board of Directors directed the
senior management to develop alternatives with respect to the
underperforming subsidiaries following disappointing financial
results for the quarter to date period ended February 28, 2006.

In conjunction with the Exit Plan, IES expects to incur total
charges in the estimated range of $5,900,000 to $11,100,000,
including:

     * $2,300,000 to $5,400,000 for additional direct labor and
       material costs;

     * $1,300,000 to $1,500,000 for lease exit and other related
       costs; and

     * $2,300,000 to $4,200,000 for severance, retention and
       other employment-related costs.

IES also expects to monetize the net working capital of about
$30,600,000 in these businesses.  In monetizing the working
capital and as a result of the Exit Plan, the Company expects
impairments to its working capital in an estimated range of
$8,100,000 to $10,000,000.

The Exit Plan is expected to be substantially completed by
September 30, 2006.  During the execution of the Exit Plan, IES
expects to continue to pay its vendors and suppliers in full in
the ordinary course of business and to complete all projects in
progress.

Aggregate revenues for the Subsidiaries totaled approximately
$172,800,000 for fiscal year 2005, representing approximately 16%
of the company's total fiscal 2005 revenues.  Aggregate
forecasted fiscal 2006 revenues for the Subsidiaries were
approximately $73,800,000 for fiscal year 2006, representing
approximately 8% of IES' total forecasted fiscal 2006 revenues,
Mr. Warnock says.

                About Integrated Electrical

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on
Feb. 14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel
C. Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson &
Elkins, L.L.P., represent the Debtors in their restructuring
efforts.  Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq.,
at Weil, Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000. (Integrated Electrical Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc. 215/945-7000)


INTEGRATED HEALTH: District Court Affirms Decision on THCI Leases
-----------------------------------------------------------------
As previously reported, Integrated Health Services, Inc., and
certain of its direct and indirect subsidiaries leased 10
properties from THCI Company LLC for the purpose of operating
healthcare facilities.

In May 2001, the IHS Debtors sought the Court's authority to
assume and reject, some of the leases.  Although THCI objected,
the parties eventually agreed that the IHS Debtors would reject
one lease and assume the other nine.  This agreement was
memorialized in a "Stipulation and Order," which among other
things, provided that the leases will be "amended and restated
pursuant to a new master lease agreement for the 9 Leased
Properties."

However, after more than a year of unsuccessful negotiations, the
parties still failed to enter into a master lease.  As a result,
the IHS Debtors filed a request to reject the remaining nine
leases.  THCI responded by filing a request to compel the IHS
Debtors to enter into a master lease.

On April 17, 2003, Judge Walrath concluded that the Stipulation
and Order unambiguously requires the IHS Debtors to assume the
nine leases by entering into a master lease incorporating:

   (1) the six agreed-upon terms set forth in the Stipulation and
       Order; and

   (2) unless the parties agreed otherwise, the remaining terms
       from the nine individual leases.

The IHS Debtors asked the Bankruptcy Court to reconsider its
ruling but Judge Walrath denied the request.

                           The Appeal

Accordingly, the IHS Debtors took an appeal from Judge Walrath's
Orders to the U.S. District Court for the District of Delaware.

The IHS Debtors argued that the Bankruptcy Court's conclusion was
erroneous because the Stipulation and Order was merely an
agreement to negotiate in good faith towards the formation a
mutually satisfactory master lease, and thus, did not amount to a
binding agreement on the terms of the master lease.

The IHS Debtors further argued that the Bankruptcy Court erred by
refusing to consider extrinsic evidence to determine the parties'
intent, by granting equitable relief without requiring the
commencement of an adversary proceeding, and by denying their
request for reconsideration.

                 District Court Affirms Orders

Judge Gregory M. Sleet of the Delaware District Court holds that
the Stipulation and Order unequivocally states that the IHS
Debtors will enter into a master lease wherein six very specific
provisions are enumerated for incorporation into the master lease.
Furthermore, the Stipulation and Order unambiguously explains
that, aside from the incorporation of the six provisions, the
master lease is to merely restate the remaining terms of the nine
individual leases, unless otherwise agreed.

The Bankruptcy Court's interpretation was, therefore, correct,
Judge Sleet says.

"There was no need for intrinsic evidence because the Stipulation
and Order is unambiguous," Judge Sleet adds.  "As such, the
inability of IHS to take discovery in an adversary proceeding was
not prejudicial."

Judge Sleet also notes that Judge Walrath's denial of the request
for reconsideration was proper because there was neither a need to
correct an error or law of fact, nor a need to present a newly
discovered evidence.

For these reasons, Judge Sleet affirms the Bankruptcy Court's
decisions.

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)


INTERACTIVE HEALTH: Weak Performance Cues S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on robotic
massage chair marketer Interactive Health LLC on CreditWatch with
negative implications, including its 'B' corporate credit rating.
CreditWatch with negative implications means that the ratings
could be affirmed or lowered after the completion of Standard &
Poor's review.  The Long Beach, California-based company's total
debt outstanding at Dec. 31, 2005, was about $84 million.

"The CreditWatch placement reflects the company's reported weaker
operating performance and downward trends in credit measures in
fiscal 2005," said Standard & Poor's credit analyst Alison
Sullivan.

Additionally, Interactive announced that it incurred a restricted
payment default under its senior unsecured notes, a condition
which will delay the filing of its audited financial statements,
although the company is not in payment or financial covenant
default.  Leverage increased in fiscal 2005, reflecting lower
EBITDA margins.

Standard & Poor's is also concerned about the future business
relationship with a key customer, Brookstone, which has been
acquired by a consortium led by Osim International.  Osim
International owns 30% of the Daito Osim Healthcare Appliances
subsidiary that supplies most of Interactive Health's massage
chairs.  While subsidiary is contractually not permitted to
directly distribute massage chairs into Interactive's territories,
there is potential risk that Osim International could use other
companies to distribute massage chairs for Brookstone.

Standard & Poor's will review Interactive's operating and
financial plans with management and monitor the status of the
resolution of the restricted payment default before resolving the
CreditWatch listing.


JOY GLOBAL: Moody's Withdraws Ba1 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service raised Joy Global Inc.'s ratings.  The
upgrade raises Joy's corporate rating to investment grade.  Since
Joy retired its senior subordinated notes last summer and
currently has no rated debt, the upgrade will result in Moody's
withdrawing Joy's Ba1 corporate family rating, which is not
utilized for investment grade companies, and assigning a Baa3
issuer rating.  Joy's rating outlook is stable.

Joy's upgrade is due in part to its two-plus years of strong
performance, as evidenced by steadily growing sales, new equipment
and replacement part bookings, backlog, and free cash flow.  These
favorable trends have enabled it to retire all its debt, increase
dividends, and build cash to $150 million as of Jan. 28, 2006.
However, the upgrade also reflects more durable competitive
characteristics such as Joy's commanding market position in
several mining equipment product segments, its well-balanced
international sales base, and the stability of its aftermarket
parts and services revenue stream due to (a) a large base of
installed equipment and (b) the importance to Joy's customers of
maintaining this equipment at peak efficiency.

Factors that constrain Joy's rating are its potential volatility
due to its dependence on the highly cyclical mining industry and
commodity markets; its underfunded pension plans, approximately
$300 million; and the large proportion of net sales and assets
represented by the company's foreign subsidiaries, which are not
likely to be guarantors of any debt Joy might issue.

Moody's previous rating action on Joy was the upgrade of the
corporate family rating to Ba1 from Ba2 on Jan. 26, 2005.

On April 19, 2006, Joy announced that it had entered into an
agreement to acquire the Stamler coal mining equipment business
from Oldenburg Group, Inc., for $118 million in cash and the
assumption of liabilities.  The Stamler business is a logical fit
for Joy and the purchase price appears reasonable.  Moody's
expects the acquisition will be financed primarily by existing
cash.

Joy Global Inc., headquartered in Milwaukee, Wisconsin, is a world
leader in the manufacture and service of surface and underground
mining equipment.  It had net sales of $1.9 billion in the fiscal
year ended Oct. 29, 2005.


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

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

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

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

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

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

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

                           Objections

(1) Hourly Retiree VEBA

According to the Voluntary Employee Benefit Association Trust for
Hourly Retirees of Kaiser Aluminum, various entities have
expressed interest in acquiring, for significant amounts of money,
its claim for the common stock that will be distributed to the
Hourly Retiree VEBA upon consummation of the Plan of
Reorganization.

Although the Hourly Retiree VEBA Fiduciaries have made no decision
regarding whether it should or should not act on those offers, as
fiduciaries they are obligated to consider those offers and ought
to accept them if, in their judgment, doing so is in the best
interest of the participants and beneficiaries, Susan E. Kaufman,
Esq., at Heiman, Gouge & Kaufman, LLP, in Wilmington, Delaware,
says.

"One thing seems certain, however.  If the Order sought by the
Debtors were to be granted, the offers the Hourly Retiree VEBA has
or may receive will decrease substantially in value, to the
potential detriment of the VEBA's participants and beneficiaries,"
Ms. Kaufman notes.

The Hourly Retiree VEBA asks the Court to deny the Debtors'
request for four reasons:

   (a) Under the Federal Rules of Bankruptcy Procedure, the
       Debtors' request for injunctive relief must be brought
       pursuant to an adversary proceeding, not simply by motion.
       Accordingly, the Debtors should have commenced an
       adversary proceeding by filing a complaint pursuant to
       Rule 7003 and ensured proper service of summons and
       complaint pursuant to Rule 7004.

   (b) The VEBA's sale of its claims to the Debtors' stock is
       nothing more than an investment decision by an investor,
       and no amount of rhetoric can transform that decision into
       an "act to obtain possession . . . or exercise control
       over the property [the NOLs] of the estate" -- as
       prohibited by Section 362 of Bankruptcy Code.  That being
       so, the automatic stay provisions of the Bankruptcy Code
       provide no basis for the relief the Debtors seek.

   (c) The Debtors have neither proffered any justification for
       "sacrificing" the Hourly Retiree VEBA to some vague
       greater good nor offered to post a bond to protect the
       Hourly Retiree VEBA's interest.  The Debtors have failed
       entirely to establish any foundation for extending the
       automatic stay to restrict the Hourly Retiree VEBA
       Fiduciaries from exercising rights, and satisfying
       obligations that are required of them as ERISA
       fiduciaries, with respect to the interests of the Hourly
       Retiree VEBA's participants and beneficiaries.

   (d) The relief the Debtors request would effectively enjoin
       trading of 100% of the Hourly Retiree VEBA's claims, even
       those that could not reasonably be deemed to threaten the
       application of the safe harbor and thereby jeopardize the
       NOLs.  To the extent that there is a legitimate concern
       that a particular transaction could pose a threat to the
       NOLs, a far simpler approach would be to require the
       parties to provide notice of sales of claims to the
       Debtors and permit the Debtors to object to specific sales
       that they reasonably believe would threaten the NOLs, with
       resolution of those disputes through an expedited
       bankruptcy court process.

(2) Retirees Committee

The Official Committee of Salaried Retirees, for itself and on
behalf of the voluntary employee benefit association trust for
salaried retirees, agrees that all parties should abide by the
restrictions that will be in place on the Effective Date.

Frederick D. Holden, Jr., Esq., at Orrick, Herrington & Sutcliffe
LLP, in San Francisco, California, notes that there will be little
restriction on sale by the Salaried Retirees VEBA of its right to
KAC stock, by either the terms or the spirit of any agreement or
the confirmed Plan, after the Plan becomes effective.

The goal of the Salaried Retirees VEBA is to reimburse the
salaried retirees for the medical insurance the salaried retirees
must now pay for entirely, without any subsidy directly by the
Debtors.  According to Mr. Holden, sale of the KAC stock will be
essential, if the Salaried Retirees VEBA will ever be able to make
meaningful payments to the salaried retirees.

"Some of these retirees desperately need this cash reimbursement.
And, with an average age of 74 years for the salaried retirees,
many will not live to see significant payments, if the stock is
tied up for long," Mr. Holden says.

Mr. Holden asserts that the Salaried Retirees VEBA is not a party
to the Stock Transfer Restriction Agreement or the Registration
Rights Agreement.  The only shareholders under those agreements
will be the PBGC and the Union Retirees VEBA, Mr. Holden points
out.  "Therefore, no sale by the Salaried Retirees VEBA would
require either of those agreements to be amended."

Even after the Effective Date, Mr. Holden says, the only
restriction on sales of stock by the Salaried Retirees VEBA will
be in the new Certificate of Incorporation of Kaiser Aluminum
Corporation.

The Retirees Committee contends that the transfer of the Salaried
Retirees VEBA's stock rights would not be an attempt to exercise
possession or control over property of the Debtors' estates.

"If the Court enjoins the Salaried Retirees VEBA in a manner more
restrictive than will be in place on the Effective Date, the
Court should require the Reorganizing Debtors first to post a bond
or to otherwise provide adequate protection to the Salaried
Retirees VEBA," Mr. Holden says.

Thus, the Salaried Retirees VEBA asks the Court to deny the
Debtors' request to the extent it would impose restrictions
materially beyond those that will be in place on the Effective
Date, except to prevent any sale that could delay the Effective
Date.

The Court should allow the Salaried Retirees VEBA to sell one-half
of its rights to KAC stock before the Effective Date, so long as
the sale will not require that the shares be delivered on the
Effective Date to anyone other than the Salaried Retirees VEBA,
Mr. Holden adds.

(3) PBGC

Michael C. Miller, Esq., assistant chief counsel for the Pension
Benefit Guaranty Corporation, argues that the Reorganizing
Debtors' request is unnecessary and overly burdensome because a
transfer of some, or even all, of the PBGC's claims will not in
any way prevent the "Reorganized Kaiser" from benefiting from the
net operating losses.

In addition, the PBGC finds the Reorganizing Debtors' request
regarding notification and objection procedures for stock
transfers as broad and unjustified with respect to the PBGC.

Furthermore, no disposition of the PBGC Claims is likely to cause
any delay in the implementation of the Plan, Mr. Miller asserts.
All the duties and benefits of the PBGC Claims in the Plan will be
transferred to a prospective transferee, where appropriate.

Any disposition of the PBGC Claims will be a common sale of a
claim, Mr. Miller adds.  "Bankruptcy Rule 3001(e)(2) governs the
court's involvement in claims transfers.  Essentially, the rule is
designed to protect the transferring claimholder's ability to
object to the transfer.  Generally, the court's role in the
transfers, if any, is limited to reviewing whether the transfer
has indeed occurred properly.  The Motion is attempting to seek
protection far beyond this and far beyond the restrictions
Reorganizing Debtors need to protect their interests."

Assuming the correctness of the Reorganizing Debtors' contention
that NOLs are the property of the estate and must be protected,
Mr. Miller believes that the Motion is premature.  He says that
even if the Reorganizing Debtors' assertions were correct, at
best, the Court should utilize Rule 3001(e)(2)'s procedure to
require limited notice to the Reorganizing Debtors of any claim
transfer.  After a short period, the Reorganizing Debtors will
then be given a short period to object to the proposed transfer.
If the Reorganizing Debtors object, the Court should quickly
decide on the matter.  If the Reorganizing Debtors does not
object, the transfer will become effective.

                         Debtors Respond

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, tells the Court that the Union VEBA Trust,
the Retirees' Committee, and the PBGC agreed, in express
recognition of the need to protect the NOLs, to stock transfer
restrictions that were included in certain Plan-related documents;
specifically:

   -- the Stock Transfer Restriction Agreement to which the Union
      VEBA Trust and the PBGC will be parties on the Plan's
      effective date, and

   -- the Certificate of Incorporation for Reorganized KAC, which
      will establish restrictions on holders of 5% or more of the
      Reorganized KAC common stock, including the Retired
      Salaried Employee VEBA Trust.

Mr. DeFranceschi explains that the Reorganizing Debtors are merely
seeking to preserve the purpose of the agreements to which the
Union VEBA Trust, the Retirees' Committee, and the PBGC previously
agreed.

In In re UAL Corp., 412 F.3d 775 (7th Cir. 2005), the Debtors note
that the Seventh Circuit criticized the bankruptcy court's entry
of an order prohibiting a pre-bankruptcy investor, an employee
stock ownership plan, from trading the debtor's shares "so that
other investors (principally today's debt holders) that will own
[the debtor] after it emerges from bankruptcy can reap a benefit."

Mr. DeFranceschi points out that unlike the ESOP in UAL Corp., the
Union VEBA Trust, the Retirees' Committee, and the PBGC are not
the current holders of otherwise unrestricted stock; rather, the
Union VEBA Trust, the Retirees' Committee, and the PBGC are each
parties that, by virtue of their claims or rights under separate
agreements approved by the Court, will own common stock in
Reorganized KAC that will be subject to restrictions they already
approved.

"The express purpose of the restrictions is to preserve the
Reorganizing Debtors' ability to use their NOLs after emergence
for the benefit of [the Union VEBA Trust, the Retirees' Committee,
and the PBGC] and other shareholders.  The Reorganizing Debtors
should not be required to post a bond to preserve Plan-related
agreements that have already been negotiated and approved by the
Court."

The Reorganizing Debtors, Mr. DeFranceschi asserts, have no
interest in jeopardizing transactions that would not impact the
use of the NOLs or delay emergence.  Since the filing of their
request, the Reorganizing Debtors have provided to the Union VEBA
Trust, the Retirees' Committee, and the PBGC a draft protocol that
would allow the Union VEBA Trust, the Retirees' Committee, and the
PBGC to sell their claims or rights to receive stock in
Reorganized KAC without Court approval, as long as those sales
fall within parameters that ensure the NOLs are preserved and
consummation of the Plan will not be delayed.

According to the Reorganizing Debtors, they will continue to
discuss the protocol with the Union VEBA Trust, the Retirees'
Committee, and the PBGC in the hopes of resolving the Objections.
If the parties cannot negotiate an acceptable protocol, the
Reorganizing Debtors say they have no objection to a procedure
that would give them notice of any proposed transaction and the
right to object to those notices, with Court consideration of any
objection on an expedited basis.

If the Objections cannot be resolved by agreement on either a sale
protocol or procedures for expedited Court review of any
objections to a proposed sale, the Reorganizing Debtors ask the
Court to overrule the Objections.

                       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: Wants E&A & Sovereign Settlement Pacts Approved
----------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the District
of Delaware approved a settlement agreement between Kaiser
Aluminum Corporation and its debtor-affiliates and certain London
Market Companies.  The LMC Settlement Agreement resolves all
claims against the London Market Companies with respect to
insurance policies they issued to the Debtors, which policies
included coverage for Channeled Personal Injury Claims.

English & American Insurance Company Limited and Sovereign Marine
& General Insurance Company Limited also subscribed to certain
LMC Policies issued to Kaiser Aluminum & Chemical Corporation that
are at issue in the products coverage action and premises coverage
action KACC instituted against certain insurers in the Superior
Court of California for the County of San Francisco.

KACC did not sue E&A or Sovereign in the Coverage Actions, nor are
E&A or Sovereign parties to the LMC Settlement Agreement.  Each of
E&A and Sovereign:

   (a) is insolvent,

   (b) has entered into a separate "scheme of arrangement", and

   (c) has obtained an injunction pursuant to Section 304 of the
       Bankruptcy Code, from the United States Bankruptcy Court
       for the Southern District of New York that prohibits the
       commencement or continuation of any judicial action or
       proceeding against it, except in accordance with its
       scheme of arrangement.

KACC has reached supplemental settlements with E&A and Sovereign
that will bind E&A and Sovereign to the terms and conditions of
the LMC Settlement Agreement, as if E&A and Sovereign were each
signatories of the LMC Settlement Agreement.

Among other things, the E&A Settlement provides that E&A will be
regarded as a London Market Company under the LMC Settlement
Agreement and will enter KACC as a scheme creditor in the
aggregate amount of $4,701,674 under E&A's scheme of arrangement.

The Sovereign Settlement provides, among other things, that
Sovereign will be regarded as a London Market Company and will
enter KACC as a scheme creditor in the amount of $360,631 under
Sovereign's scheme of arrangement.

The Debtors note that the Settlement Agreements will:

   (a) eliminate the need for KACC to expend any further
       resources pursuing claims against E&A and Sovereign in
       their insolvency proceedings;

   (b) reduce or eliminate uncertainty regarding future payments
       by E&A and Sovereign; and

   (c) secure payment from E&A and Sovereign without further
       costs to KACC.

By this motion, the Debtors ask the Court to approve the E&A
Settlement Agreement and the Sovereign Settlement Agreement

                       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)


LIFETIME MARKETING: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lifetime Marketing, Inc.
        8 C Cardinal Road
        Hilton Head Island, South Carolina 29926

Bankruptcy Case No.: 06-04487

Type of Business: The Debtor's president, Charles Rey, previously
                  filed for chapter 11 protection on September 21,
                  2004 (Bankr. N.D. Illinois Case No. 04-35040).

Chapter 11 Petition Date: April 21, 2006

Court: Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: David K. Welch, Esq.
                  Jeffrey C. Dan, Esq.
                  Crane Heyman Simon Welch & Clar
                  135 South Lasalle Street, Suite 3705
                  Chicago, Illinois 60603
                  Tel: (312) 641-6777
                  Fax: (312) 641-7114

Estimated Assets: $100,000 to $500,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim        Claim Amount
   ------                     ---------------        ------------
Gift Services, LLC            Judgment entered         $1,118,056
Four High Ridge Park          jointly with Newsub
Stamford, CT 06905            Magazine Services, LLC

BRG, Inc.                                                $117,881
253 Asland Court
Buffalo Grove, IL 60089

Linda Connor                                              $47,163
108 South Salem Drive
Schaumburg, IL 60193

Platte & Moran                                            $40,962

Citgo Petroleum Corp.                                     $17,500

PIC                                                       $15,054

Hazelden                                                  $11,195

Jeng Sheng Company, Ltd.                                   $8,785

R. Steven Polachek                                         $7,779

JSR Consulting                                             $3,766

Alford & Wilkins                                           $2,836

ENH Medical                                                $2,679

Alfonzo Watkins                                            $1,877

Al Politi                                                  $1,600

Caretakers                                                 $1,358

Master Global Logistics                                    $1,190

Southern MRI                                                 $557

Central Dupage Hospital                                      $547

Ever Concord Logistics                                       $530


LONDON FOG: Court Okays Use of Sub. Lenders' Cash Collateral
------------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada in Reno gave London Fog Group, Inc., and its
debtor-affiliates permission to continue using their Subordinated
Lenders' cash collateral.

On Nov. 10, 2004, the Debtors entered into a junior secured
financing agreement with DDJ Capital Management, LLC, as agent.
The Debtors granted the Subordinated Lenders a security interest
in substantially all of their assets.

The Debtors owed $39,500,000 prepetition to the Subordinated
Lenders.

The Subordinated Lenders and Wachovia Bank National Association,
the Debtors' DIP financing lender, consented to the Debtors' use
of cash collateral.

The Debtors granted the Subordinated Lenders an allowed
superpriority administrative claim under Sections 364(c)(1) and
507(b), subordinate to Wachovia's claim.

To provide the Subordinated Lenders with adequate protection
required under Sections 361(2) and 363(e) under the U.S.
Bankruptcy Code for any diminution in the value of their
collateral, the Debtors will grant the subordinated lenders
replacement liens to the same extent, validity and priority as the
prepetition liens, subordinate to Wachovia's liens.

The Debtors will use the cash collateral to fund their operations,
payroll, and other operating expenses that are necessary to
maintain the value of their estate.

Papers filed with the Bankruptcy Court did not include a budget.

Jonathan N. Helfat, Esq., at Otterburg, Steindler, Houston &
Rosen, P.C., represents Wachovia Bank National Association.

Allan S. Brilliant, Esq., at Goodwin Procter LLP, represents
DDJ Capital Management, LLC.

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


LONDON FOG: Columbia Sportswear Buys Pacific Trail Assets for $20M
------------------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada in Reno approved London Fog Group, Inc., and
its debtor-affiliates' sale of Pacific Trail Assets to Columbia
Sportswear Company for $20,400,000, plus con-cash consideration.

Columbia Sportswear is the highest bidder in the auction for the
assets.

The sale is free and clear of all liens, claims, interests and
encumbrances, and includes assumption and assignment of some
executory contracts.

The Pacific Trail Assets include:

   -- the Pacific Trail(R), Towne(R), Pac-Tech(R), and
      Moonstone(R) and other related trademarks, including the
      right to receive all royalty payments under existing
      licenses;

   -- licenses to design, market and sell some categories of
      apparel under brand names owned by others, including
      Dockers(R);

   -- Debtor' interests in some outbound licenses using the
      Trademarks;

   -- miscellaneous personal property relating to the Debtors' use
      of the Trademarks; and

   -- Debtors' "order book" relating to the fall season of goods
      using the Trademarks.

The Debtors will place 10% of the purchase price into an indemnity
escrow account.

Perry Ellis International, Inc., the stalking horse bidder, bid
$14,500,000 for the Assets.  The Debtors will pay Perry Ellis a
$435,000 break-up fee (only $375,000 if Moonstone(R) trademark is
excluded) plus reimbursement of expenses not exceeding $200,000.

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


LORBER INDUSTRIES: Committee Taps Weiland as Bankruptcy Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Lorber
Industries of California's chapter 11 case asks the United States
Bankruptcy Court for the Central District of California for
authority to employ Weiland, Golden, Smiley, Wang, Ekvall & Strok,
LLP, as its bankruptcy counsel.

Weiland Golden will:

   a. investigate the claims and liens of CIT Group and Anita
      Lorber, an insider of the Debtor;

   b. advise the Committee concerning the rights and remedies of
      the creditors and of the Committee in regard to the
      operation of the Debtor's business;

   c. represent the Committee in any proceedings or hearing,
      including lien avoidance, preference avoidance, and
      fraudulent coveyance litigation, and in any action where
      the rights of the estate or creditors may be litigated or
      affected;

   d. assist the Committee in reviewing the pending sale of
      assets and any plans of reorganization that will be filed
      by the Debtor, and assist the Committee in its analysis of
      any plans; and

   e. represent the Committee at hearings in connectin with the
      disclosure statements and plan confirmation.

Philip E. Strok, Esq., a partner at Weiland Golden, tells the
Court that the Firm's professionals bill between $130 and $500 per
hour.  He also adds that the Firm will not receive a retainer in
this case.

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

Mr. Strok can be reached at:

      Philip E. Strok, Esq.
      Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
      Center Tower, 650 Town Center Drive, Suite 950
      Costa Mesa, California 92626
      Tel: (714) 966-1000
      Fax: (714) 966-1002
      http://www.wgllp.com

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


MARINER HEALTH: Court Reassigns Ch. 11 Cases to Judge Kevin Gross
-----------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware reassigns the Chapter 11 cases of Mariner
Post-Acute Network, Inc., and Mariner Health Group, Inc., to
Judge Kevin Gross.

In light of the reassignment, Judge Gross directs the MPAN and
MHG Reorganized Debtors to file a status report identifying, among
other things:

    * any major litigation pending or expected to be filed in
      the Reorganized Debtors' Chapter 11 cases;

    * the status of the Chapter 11 causes of action, including
      whether any suits have been brought;

    * the status of claims administration and objections;

    * counsel's expectation as to any future significant
      developments or events in the administration of the cases;
      and

    * any pending motions or other items awaiting disposition by
      the Court.

Mariner Post-Acute Network, Inc., Mariner Health Group, Inc., and
scores of debtor-affiliates filed for chapter 11 protection on
January 18, 2000 (Bankr. D. Del. Case Nos. 00-113 through 00-301).
Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represents the Reorganized Debtors, which emerged from bankruptcy
under the terms of their Second Amended Joint Plan of
Reorganization declared effective on May 13, 2002.  (Mariner
Bankruptcy News, Issue No. 69; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


MARSH SUPERMARKETS: S&P Holds CCC Sub. Debt Rating on CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services held its 'B-' corporate credit
and 'CCC' subordinated debt ratings on Marsh Supermarkets Inc. on
CreditWatch with developing implications, following the company's
disclosure that an affiliate of Sun Capital Partners has agreed to
acquire all outstanding shares (both classes) of Marsh's common
stock for an all cash price of $11.125 per share.

"If the transaction does not close, the ratings on Marsh could be
lowered because of the company's limited liquidity, weak credit
metrics and cash generating trends," said Standard & Poor's credit
analyst Stella Kapur.  The letter of intent includes an
exclusivity agreement, which prohibits Marsh from negotiating or
soliciting alternative transactions prior to May 11, 2006.

However, the ratings could be raised or remain at current levels,
depending on potential changes to the company's capital structure,
liquidity, and strategy.  This transaction is subject to the
successful completion of due diligence by Sun Capital and requires
shareholder approval prior to closing.  Standard & Poor's will
monitor developments associated with this process to assess the
implications for the ratings.

The ratings on Indianapolis, Indiana-based Marsh were placed on
CreditWatch with developing implications on Nov. 29, 2005,
following the company's report that it had retained Merrill Lynch
& Co., to explore strategic alternatives for the enhancement of
shareholder value, including a possible sale of the company to a
strategic or financial buyer.

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


MLK RETAIL: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: MLK Retail Plaza, LLC
        dba MLK Retail Plaza Chevron
        2456 Martin Luther King Jr. Drive
        Atlanta, Georgia 30311

Bankruptcy Case No.: 06-64405

Type of Business: The Debtor operates a convenience store
                  and gasoline station complex.

Chapter 11 Petition Date: April 20, 2006

Court: Mary Grace Diehl

Debtor's Counsel: Rodney L. Eason, Esq.
                  The Eason Law Firm
                  Suite 200
                  6150 Old National Highway
                  College Park, Georgia 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Georgia DOR Sales & Use Tax      Sales Tax             $983,672
Taxpayer Services Division
P.O. Box 105499
Atlanta, GA 30348-5499

Indore Oil Company               Trade Debt             $82,972
1000 Main Street, Suite D
Stone Mountain, GA 30083

SunTrust Bank, NA                Bank Loan              $49,970
P.O. Box 26202
Richmond, VA 23260

Core-Mark Int. Inc.              Trade Debt             $14,066

Internal Revenue Service         Federal Tax             $7,992

Home Depot Credit Services       Credit Card             $3,295

City of Atlanta                  Business License        $2,984

SunTrust Bank, NA                Credit Card             $1,875

Georgia Department of Revenue    State Tax                 $400


MORGAN STANLEY: S&P Cuts Class L Certificates Rating to B from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on six
classes of pass-through certificates from Morgan Stanley Capital I
Inc.'s series 1999-LIFE1.  At the same time, the rating on one
class is lowered and the ratings on five other classes from the
same transaction are affirmed.

The raised and affirmed ratings reflect increased credit
enhancement levels that adequately support the ratings through
various stress scenarios.  The lowered rating reflects expected
credit support erosion upon the eventual liquidation of the
largest specially serviced loan.

As of the April 17, 2006, remittance report, the trust collateral
consisted of 95 loans with an aggregate outstanding principal
balance of $543.3 million, down from 97 loans amounting to $594.0
million at issuance.  The master servicer, Wells Fargo Bank N.A.
(Wells Fargo), provided primarily year-end 2004 financial data for
98% of the pool.  Based on this information, Standard & Poor's
calculated a weighted average net cash flow debt service coverage
ratio (DSCR) of 1.65x, up from 1.64x at issuance.  The DSCR figure
excludes $49.6 million (9%) in loans that have been defeased.  Two
loans in the pool are in special servicing and the trust has
incurred no losses to date.

The top 10 exposures secured by real estate have an aggregate
pooled balance of $204.5 million (38%), down from $214.2 million
at issuance.  The top 10 exposures have a weighted average DSCR of
2.02x, the same as at issuance.  None of the top 10 exposures are
on Wells Fargo's watchlist.  As part of its surveillance review,
Standard & Poor's reviewed recent property inspections provided by
Wells Fargo for the top 10 exposures.  All of the properties were
characterized as either "good" or "excellent."

There are two loans with the special servicer, also Wells Fargo.
The larger loan has an outstanding balance of $9.4 million (1.7%
of the pool) and a total exposure of $12.8 million.  This loan was
initially secured by three industrial buildings located in, and
around, Detroit, Michigan.  One of the properties was recently
sold, and proceeds were used to pay down outstanding servicer
advances with respect to this loan.  The remaining two properties
have a total of 404,300 sq. ft. of space, and both are vacant.
The loan was transferred to the special servicer in April 2002 due
to imminent default.  The receiver is attempting to sell these
properties, and a sale is expected in the near future.  Standard &
Poor's expects a significant loss upon the eventual liquidation of
the loan.

The smaller specially serviced loan has an outstanding balance of
$2.8 million (0.5%) and is secured by 121,155-sq.-ft. industrial
property in Colonie, New York.  This loan is 60-plus days
delinquent and was transferred to the special servicer in January
2006 due to imminent default.  The property is vacant.  As per the
special servicer, this loan will be assumed, brought current in
its debt service payments, and eventually returned to the master
servicer.  If this does not occur and the loan remains delinquent,
a loss upon resolution would be expected.

There are 25 loans with an outstanding balance of $69.9 million on
Wells Fargo's watchlist.  These loans appear on the watchlist
primarily due to occupancy or DSCR issues.  Additionally, the
10th-largest exposure ($9.8 million, 2%) is not on the watchlist,
but reported a 2004 DSCR of 0.93x.  More recent information for
this exposure, secured by a 494-unit multifamily property in
Atlanta, Georgia, is not available.

Ratings raised:

Morgan Stanley Capital I Inc.
Commercial mortgage pass-through certificates series 1999-LIFE1

                             Rating

           Class   To       From     Credit enhancement
           -----   --       ----     ------------------
             C     AA+      AA-            13.94%
             D     AA       A              12.30%
             E     A-       BBB+            9.84%
             F     BBB+     BBB             8.47%
             H     BBB-     BB+             6.29%
             J     BB+      BB              4.92%

Rating lowered:

Morgan Stanley Capital I Inc.
Commercial mortgage pass-through certificates series 1999-LIFE1

                             Rating

          Class   To       From      Credit enhancement
          -----   --       ----      ------------------
            L     B        B+              3.01%

Ratings affirmed:

Morgan Stanley Capital I Inc.
Commercial mortgage pass-through certificates series 1999-LIFE1

               Class   Rating     Credit enhancement
               -----   ------     ------------------
               A-1     AAA             22.14%
               A-2     AAA             22.14%
               B       AAA             18.31%
               K       BB               4.10%
               X       AAA               N/A

                      N/A -- Not applicable.


NEWPAGE CORP: Parent IPO Prompts Moody's Developing Outlook
-----------------------------------------------------------
Moody's Investors Service changed the outlook for NewPage
Corporation's ratings to developing from stable.  Concurrently,
the company's B2 corporate family rating, the ratings on its'
outstanding securities and its' SGL-2 speculative grade liquidity
rating, were all affirmed.  The rating action was caused by the
company's April 19th Form S-1 filing in which it was disclosed
that NewPage's parent company, NewPage Holding Corporation, is
contemplating an initial public offering of a portion of its
equity.

It is clear from the filing that a portion of the proceeds will be
used to facilitate a refinance of NewPage's debt.  However, no
specific amounts or resulting debt configuration is provided.  In
addition, given the SEC review process, it may be a few weeks or a
few months before a transaction is consummated.  As well, the
filing indicates that dividend payments to common equity holders
are contemplated.

While potentially positive for certain components of the debt
structure, depending on the final configuration of senior secured,
second lien and subordinated debt, and the magnitude of the
contemplated dividend, the final outcome may be neutral or
negative for others.  In the absence of specific facts with which
to formulate definitive revisions to NewPage's ratings, the
outlook was revised to developing from stable.  As further facts
are disclosed, Moody's will update either or both of the outlook
and ratings as appropriate.

Outlook changed: to developing from stable

Ratings affirmed:

   * Corporate Family: B2
   * Gtd. Sr. Sec. Term Loan: B1
   * Gtd. Second Lien Sr. Sec. Term Loans: B3
   * Gtd. Sr. Sub. Notes: Caa2
   * Spec Grade Liquidity Rating: SGL-2

Headquartered in Dayton, Ohio, NewPage is a privately held
integrated producer of coated publication papers.


NUVOX COMM: Moody's Places Debt & Corporate Family Ratings at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating for the proposed
$10 million 5-year senior secured revolving credit facility and
$80 million 6-year term loan at Gabriel Communications Finance
Company, a wholly owned subsidiary of NuVox, Inc.  The ratings
outlook is stable.

Moody's assigned these ratings to Gabriel:

   * Corporate Family Rating -- B2
   * Senior Secured Revolving Credit Facility due 2011 -- B2
   * Senior Secured Term Loan due 2012 -- B2

The outlook is stable.

The B2 corporate family rating reflects NuVox's challenging
position as a competitive local exchange carrier serving a
footprint predominantly overlapping BellSouth and, to a lesser
extent, AT&T territories.  The ratings broadly reflect NuVox's
substantial business risk, relatively moderate size, an unsettled
regulatory environment, and the potential for acquisitions.  Given
that the company has not commenced generating free cash flow to
date, the ratings are somewhat prospective in nature. However, the
ratings reflect Moody's expectation that the company's successful
integration of past acquisitions and greater deployment of higher
margin IP infrastructure will lead to free cash flow generation by
year-end 2006.  The ratings benefit from modest leverage and good
interest coverage.

The stable rating outlook considers the company's reasonable
growth estimates and its ability to build on its installed network
infrastructure coupled with solid financial flexibility.

NuVox, headquartered in Greenville, South Carolina, is a CLEC and
generated approximately $337 million of revenues in 2005.


PETCO ANIMAL: Posts $26.8 Mil. Net Earnings in 4th Quarter 2005
---------------------------------------------------------------
For the fourth quarter of fiscal 2005, PETCO Animal Supplies,
Inc., reported $541.5 million net sales, an increase of 10.0% over
the fourth quarter of 2004.  Comparable store net sales for the
period increased 2.0%, on top of a 5.1% increase in the prior-
year's fourth quarter.  Sales in the Company's services business
in the fourth quarter increased 23% over the same period last
year.

PETCO's net earnings for the fourth quarter were $26.8 million,
compared to net earnings of $26.3 million in the prior-year's
fourth quarter.

For the full year 2005, the Company's net sales were $2.0 billion,
an increase of 10.2% from 2004.  Comparable store net sales
increased 2.7%, on top of a 6.2% increase in 2004.  Its
net earnings were $75.2 million compared to net earnings of $82.4
million in 2004.

The Company's pro forma net earnings for fiscal 2005 were $76.6
million versus $84.9 million in the prior year.

The Company generated operating cash flow of $164 million during
fiscal 2005, allowing it to fund $124 million of capital
expenditures in the business.

                       Fiscal 2006 Outlook

The Company expects a comparable store net sales increase in the
low single digits, or approximately 1% to 3%, for the first
quarter of fiscal 2006.  It said the increase in comparable store
net sales would come on top of the 5.2% increase achieved in the
first quarter of 2005.

For the fiscal year 2006, the Company expects a comparable store
net sales increase in the low-to-mid single digits.

Beginning in the first quarter of fiscal 2006, the Company said it
will adopt FAS 123(R), the new accounting standard requiring
companies to expense equity-based compensation.  The Company
anticipates utilizing the modified-prospective adoption method,
under which no changes will be made to prior-year financial
statements.

                   About PETCO Animal Supplies

Headquartered San Diego, California, PETCO Animal Supplies, Inc.
-- http://www.petco.com/-- PETCO is a specialty retailer of
premium pet food, supplies and services.  PETCO operates over 790
stores in 49 states and the District of Columbia.  PETCO stores
offer more than 10,000 high-quality pet-related products.  PETCO
is a publicly traded company on NASDAQ under the PETC symbol.
Since its inception in 1999, The PETCO Foundation, PETCO's non-
profit organization, has raised more than $28 million in support
of more than 3,300 non-profit grassroots animal welfare
organizations around the nation.

                          *     *     *

On Feb. 22, 2005, Moody's placed PETCO's senior subordinate debt
and long-term corporate family ratings were placed at B1 and Ba2
with a stable outlook.

On March 2, 2004, Standard & Poor's placed the Company's long term
local and foreign issuer credit ratings at BB.


PETER WORKUM: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Peter J. Workum
        5728 North Harding Drive
        Paradise Valley, Arizona 85253

Bankruptcy Case No.: 06-01146

Chapter 11 Petition Date: April 24, 2006

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen

Debtor's Counsel: Steven N. Berger, Esq.
                  Engelman Berger, P.C.
                  One Columbus Plaza, Suite 700
                  3636 North Central Avenue
                  Phoenix, Arizona 85012-1985
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

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


PETROHAWK ENERGY: Moody's May Upgrade Ratings as KCS Deal Closes
----------------------------------------------------------------
Moody's placed the B3 Corporate Family Rating and Caa1 senior
unsecured notes rating for Petrohawk Energy Corp. under review for
possible upgrade following the company's announcement that it has
agreed to acquire KCS Energy.  Total consideration being paid by
Petrohawk amounts to approximately $1.9 billion, including
approximately $300 million of existing KCS debt.  Moody's also
placed KCS' B2 Corporate Family Rating and B3 senior unsecured
note rating under review, direction uncertain.

Under the terms of the deal, KCS shareholders will receive $9.00
per share in cash and 1.65 shares of Petrohawk stock which equates
to about $31.41 per share for KCS based upon Petrohawk's closing
price on April 20, 2006.  At close of the acquisition, KCS
shareholders will own approximately 50% of the shares of the
combined company.  Based on KCS' year-end proven reserves of 463
Bcfe, Petrohawk is paying a high $4.10 per mcfe for KCS when
including the assumption of KCS debt.  On a proven developed
reserve basis, Petrohawk is paying $5.63 per mcfe and in terms of
current daily production, Petrohawk is paying about $12,179 per
mcfe which is not the highest recently paid, but is on the high
end. Based on the acquisition price, assuming all debt for the
cash portion of the acquisition and maintaining the KCS debt,
leverage on the proven developed reserves will be very high at
about $2.07 per mcfe, pending the company's final financing plans.

The review for possible upgrade is prompted by the significantly
added scale achieved through the KCS acquisition which will
essentially double the size of Petrohawk's current proven reserve
base with properties mostly within Petrohawk's existing core areas
and is comparable to higher rated E&P companies; a pro forma
production base that is more than double Petrohawk's current
production which will help drive future growth; the solid
operating track record and ability of KCS which complements the
deal making skills of Petrohawk management and will help in the
development of the Petrohawk existing assets which have all been
acquired within the past 18 months and lack an established organic
growth trend to date under Petrohawk's management; and the still
supportive commodity price outlook which will help in generating
cash flow for debt reduction and re-investment for development of
the ample drilling opportunities within the combined company's
property portfolio.

Moody's ratings review will incorporate: a review of the financing
plan for the cash portion of the acquisition as well as the
possible refinancing of the existing debt at both Petrohawk and
KCS; Moody's assessment of management's plans for the amount and
timing for de-leveraging and debt reduction from the high pro
forma levels to levels more in line with higher ratings; any
potential asset sales and their impact on the pro forma production
and reserve profiles; Petrohawk's future acquisition strategy; and
whether there are any plans for future stock repurchases by
Petrohawk.

The review of KCS' ratings will be tied to the outcome of the
Petrohawk ratings review and will also be a function of the final
corporate structure and where the KCS debt will reside.  In the
event of a Petrohawk one-notch rating upgrade, KCS' ratings would
be confirmed assuming that Petrohawk either guarantees or assumes
the KCS debt.  However, in the event of a ratings confirmation for
Petrohawk, KCS' ratings could be downgraded to reflect Petrohawk's
ratings which are currently lower than the KCS ratings.

Petrohawk Energy, Corp., headquartered in Houston, Texas, is
engaged in the exploration and production of natural gas and oil,
primarily in North Louisiana, East Texas, South Texas, and West
Texas.


POGO PRODUCING: S&P Holds BB Corp. Credit Rating on Negative Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services held its 'BB' corporate credit
rating on oil and gas exploration and production company Pogo
Producing Co. on CreditWatch with negative implications.

The CreditWatch update follows the company's announcement that it
has entered into a definitive agreement to sell 50% of its Gulf of
Mexico properties to Mitsui & Co. Ltd. (A/Stable/A-1) for $500
million in cash.  The sale is expected to close in June 2006.

The rating on Pogo was placed on CreditWatch with negative
implications on April 17, 2006, following the company's disclosure
that it had agreed to acquire privately held Latigo Petroleum Inc.
for about $750 million.

Houston, Texas-based Pogo had about $1.65 billion in debt
outstanding as of Dec. 31, 2005.

The CreditWatch update incorporates Pogo's intentions to use the
$500 million cash proceeds from the sale of its more risky Gulf
of Mexico operations toward the financing its $750 million
acquisition of less risky onshore properties of Latigo, which is
viewed as favorable to credit quality.

"Although Pogo will sacrifice near-term production at very strong
prices by selling its fast-producing Gulf of Mexico properties, in
the longer term, the company's business profile should improve
with its acquisition of Latigo's onshore, long lived reserve base
with more stable production levels," said Standard & Poor's credit
analyst Brian Janiak.

The ratings will remain on CreditWatch until Standard & Poor's
fully reviews the company's 2005 operating performance of retained
properties and the net effect of the two proposed transactions on
Pogo's overall credit quality.

Resolution of the CreditWatch will occur before the expected
closed of the transactions in June 2006.


POLYPORE INC: Reports $3.5 Million Net Income in 4th Quarter 2005
-----------------------------------------------------------------
Polypore, Inc., reported $101.6 million net sales for the three
months ended Dec. 31, 2005, compared to net sales of $104.9
million in the fourth quarter of 2004.

Polypore's operating income for the fourth quarter of 2005 is
$17.6 million compared with an operating income of $12.1 million
in the fourth quarter of 2004, while its net income for the same
quarter is $3.5 million compared to the fourth quarter of 2004 net
loss of $5.3 million.

For the twelve months ended Dec. 31, 2005, the Company had a net
sales of $432.5 million compared with pro forma net sales of
$490.4 million for the twelve months ended Jan. 1, 2005.

The Company's operating income was $67.4 million for 2005 compared
with pro forma operating income of $86.4 million for 2004, while
its net income for 2005 was $14.0 million compared with pro forma
net income of $17.0 million for 2004.

                         Energy Storage

Net sales for the Company's energy storage segment in the fourth
quarter of 2005 reached $75.5 million, an increase of $0.9 million
from the fourth quarter of 2004.  This increase in sales, the
Company said, is primarily related to increases in sales volumes
in lead-acid and lithium rechargeable battery separators offset
mostly by decreases in foreign exchange rates and declines in
military spending on disposable lithium batteries.

For segment's gross profit for the fourth quarter of 2005 was
$31.5 million, an increase of $7.4 million from the same period in
the prior year.  Its gross profit as a percent of sales for the
fourth quarter of 2005 increased to 42% from 32% in the prior
year.   According to the Company, the increase in gross profit is
due primarily to higher plant utilization, cost reduction
initiatives and decreased depreciation expense related to 2004
purchase accounting adjustments.

                        Separations Media

For the separations media segment, net sales for the fourth
quarter of 2005 were $26.2 million, a decrease of $4.1 million
from the fourth quarter of 2004.  The decrease in net sales was
attributable to the continuing decline in cellulosic membrane
demand, declines in foreign exchange rates and the timing of blood
oxygenation membrane orders partially offset by increases in
synthetic hemodialysis membrane and filtration product demand, the
Company said.

For this segment, gross profit for the fourth quarter of 2005 was
$7.9 million, an increase of $3.0 million from the same period in
the prior year.  Its gross profit as a percent of sales for the
fourth quarter of 2005 increased to 30% from 16% in the same
period of the prior year.  The increase in gross profit was due to
restructuring cost savings, efficiencies from higher production
volumes and decreased depreciation expense related to 2004
purchase accounting adjustments, the Company explained.

Headquartered in Charlotte, North Carolina, Polypore, Inc. --
http://www.polypore.net/-- is a wholly owned subsidiary of
Polypore International, Inc., a worldwide developer, manufacturer
and marketer of highly specialized polymer-based membranes used in
separation and filtration processes.  Polypore's products and
technologies target specialized applications and markets that
require the removal or separation of various materials from
liquids, with concentration in the ultrafiltration and
microfiltration markets.  Polypore has manufacturing facilities or
sales offices in ten countries serving five continents.

                          *     *    *

Moody's Investors Service junked Polypore's senior subordinate
debt rating and assigned B2 to its bank loan debt.  The ratings
were placed on Nov. 29, 2005, with a negative outlook.

On Oct. 4, 2004, Standard & Poor's placed the Company's long term
local and foreign issuer credit ratings at B with negative
outlook.


PRICE OIL: Sells 125 Gas Stations & Stores to Moore Oil
-------------------------------------------------------
Deborah Willoughby, writing for the Montgomery Advertiser, reports
that Price Oil Co. has sold its assets to Moore Oil Co.  Financial
details about the transaction were not available at press time.

The transaction takes Moore Oil from 105 gas station-convenience
stores to 230 and to expected annual sales of $500 million.

Joey Moore, vice president for marketing of Moore Oil told Ms.
Willoughby in an interview that he doesn't know about how many
employees were affected by the purchase.

"We are retaining the in-house employees," Mr. Moore said. "The
stores that they had been running are currently dark and will be
reopening soon.  They are currently in the process of being
transferred."

Founded by Ronald J. Moore, Moore Oil Co., which operates from
Nashville, Tenn., to the Florida Panhandle, is a closely held
family oil distributor.

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Debtor also owns, operates and
lease multiple convenience stores.  The Debtor and five of its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at
Bradley, Arant, Rose & White represents the Debtors in their
restructuring efforts.  The Debtors tapped Cahaba Capital
Advisors, L.L.C. and AEA Group, L.L.C., for financial and
restructuring advice.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


PROCARE AUTOMOTIVE: Committee Hires McDonald Hopkins as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Procare
Automotive Service Solutions LLC's chapter 11 case sought and
obtained authority from the U.S. Bankruptcy Court for the Northern
District of Ohio to employ McDonald Hopkins Co., LPA, as its
bankruptcy counsel, nunc pro tunc to March 17, 2006.

McDonald Hopkins is expected to:

   a. monitor the Debtor's chapter 11 case and legal activities
      and advising the Committee on the legal ramifications of
      these actions;

   b. provide the Committee advice on its obligations and duties;

   c. execute Committee decisions by filing motions, responses,
      objections or other documents with the Court;

   d. appear before the Court on all matters in the case relevant
      to the interests of unsecured creditors;

   e. negotiate on behalf of the Committee the terms of any sale
      of assets or proposed plan of reorganization; and

   f. take other actions necessary to protect the rights of
      unsecured creditors.

Scott N. Opincar, Esq., a shareholder at McDonald Hopkins, tells
the Court that the Firm's professionals bill:

      Professional           Designation       Hourly Rate
      ------------           -----------       -----------
      Scott N. Opincar       Shareholder          $290
      Jean R. Robertson                           $385
      Matthew A. Salerno                          $220
      Shareholders                             $250 - $440
      Associates                               $140 - $240
      Legal Assistants                          $90 - $175
      Law Clerks                                   $75
      Project Assistants                        $45 - $75

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

Mr. Opincar can be reached at:

      Scott N. Opincar, Esq.
      McDonald Hopkins Co., LPA
      600 East Superior Avenue, Suite 2100
      Cleveland, Ohio 44114-2653
      Tel: (216) 348-5400
      Fax: (216) 348-5474
      http://www.mcdonaldhopkins.com

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.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


PROCARE AUTOMOTIVE: Committee Hires Conway as Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in ProCare
Automotive Service Solutions, LLC's chapter 11 case sought and
obtained permission from the U.S. Bankruptcy Court for the
Northern District of Ohio to employ Conway MacKenzie & Dunleavy
and its affiliate, CM&D Capital Advisors LLC, as its financial
advisors.

Conway MacKenzie is expected to:

   a. review and analyze the Debtor's business, operation and
      financial condition including the current and projected
      liquidity position of the Debtor;

   b. evaluate the Debtor's business plan and corresponding
      financial projections;

   c. analyze the values available to the members of the
      Committee under various strategic alternatives.  The
      analysis will include a review of M&A opportunities,
      potential strategic and financial buyers and estimated sale
      proceeds;

   d. assist the Committee with tactics and strategy for
      negotiating with the Debtor and other constituents;

   e. participate with the Committee in meetings or negotiations
      with the Debtor or other constituents in connection with a
      sale of the Debtor's assets;

   f. advise the Committee as to the timing, nature and terms of
      new securities, other consideration or other inducements to
      be offered pursuant to a sale of the Debtor's assets;

   g. assist the review or preparation of information and
      analysis necessary for the confirmation of a plan of
      liquidation or a plan of reorganization;

   h. assist the evaluation and analysis of avoidance actions,
      including fraudulent conveyances and preferential
      transfers; and

   i. perform other restructuring related services as requested
      by the Committee.

Joseph M. Geraghty, a director at Conway MacKenzie, tells the
Court that the Firm's professionals bill:

      Professional                    Hourly Rate
      ------------                    -----------
      Senior Partners                    $595
      Partners                        $425 - $495
      Directors/Managing Directors    $325 - $350
      Senior Associates               $275 - $300
      Associates                      $225 - $275
      Paraprofessionals                  $110

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

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.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


QUIGLEY COMPANY: Has Until June 7 to Remove Civil Actions
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until June 7, 2006, the period within which Quigley
Company, Inc., can remove civil actions.

As reported in the Troubled Company Reporter on Feb. 20, 2006, the
Debtor is continuing its review of asbestos related litigation in
line with its plan filing process.

The Debtor told the Court that the extension would allow its
professionals to make fully informed decisions on the removal of
each prepetition civil action.

The Debtor assures the Court that the extension will not prejudice
the rights of its adversaries.

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  When the Debtor filed
for protection from its creditors, it listed $155,187,000 in total
assets and $141,933,000 in total debts.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at Schulte
Roth & Zabel LLP, represent the Company in its restructuring
efforts.  Albert Togut, Esq., at Togut Segal & Segal serves as the
Futures Representative.


REVLON INC: Unit Redeems 8-5/8% Sr. Sub. Notes for $111.8 Mil.
--------------------------------------------------------------
Revlon, Inc.'s (NYSE: REV) wholly owned operating subsidiary,
Revlon Consumer Products Corporation completed the redemption of
around $110 million aggregate principal amount of RCPC's 8-5/8%
Senior Subordinated Notes due 2008 (CUSIP 761519AN7).  RCPC
redeemed the Notes using the proceeds from Revlon, Inc.'s $110
million rights offering completed in March 2006, which was fully
subscribed for by public shareholders.  RCPC's redemption of the
Notes satisfied the applicable requirements under its bank credit
agreement.

The aggregate redemption price for the Notes was $111.8 million,
consisting of $109.7 million aggregate principal amount of the
Notes, plus an additional $2.1 million of accrued and unpaid
interest on the Notes up to, but not including, the redemption
date.

The redemption was completed in accordance with the terms of the
notice of redemption mailed on March 22, 2006, to the holders of
the Notes that were redeemed when the redemption amount previously
deposited with U.S. Bank National Association, the trustee under
the indenture governing the Notes, was released to the holders of
such Notes.  Following the redemption, there remained outstanding
$217.4 million in aggregate principal amount of the Notes.

                          About Revlon

Revlon is a worldwide cosmetics, skin care, fragrance, and
personal care products company.  The Company's vision is to
deliver the promise of beauty through creating and developing the
most consumer preferred brands.  Websites featuring current
product and promotional information can be reached at
http://www.revlon.com/http://www.almay.com/
http://www.vitalradiance.com/and http://www.mitchumman.com/
Corporate and investor relations' information can be accessed at
http://www.revloninc.com/ The Company's brands include Revlon(R),
Almay(R), Vital Radiance(R), Ultima(R), Charlie(R), Flex(R), and
Mitchum(R).

At Dec. 31, 2005, Revlon, Inc.'s balance sheet showed a
$1,095,900,000 equity deficit compared to a $1,019,900,000 deficit
at Dec. 31, 2004.


ROD SACLOLO: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rod C. Saclolo
        aka Rodrigo C. Saclolo
  55 Willowbrook Road
        Hudson, New York 12534

Bankruptcy Case No.: 06-10919

Type of Business: The Debtor previously filed for chapter 11
                  protection on July 13, 2004 (Bankr. S.D.N.Y.
                  Case No. 04-14715).

Chapter 11 Petition Date: April 23, 2006

Court: Northern District of New York (Albany)

Debtor's Counsel: Richard Croak, Esq.
                  314 Great Oaks Boulevard
                  Albany, New York 12203
                  Tel: (518) 690-4410
                  Fax: (518) 690-4435

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Soho Development                        $496,000
137 5th Avenue, 11th Floor
New York, NY 10010

Citifinancial Mortgage                  $360,000
P.O. Box 9023
Des Moines, IA 50368-9023

MBNA                                     $63,000
P.O. Box 15019
Wilmington, DE 19886

American Express                         $59,800

MBNA America                             $55,515

NYS Personal Income Taxes                $21,050

Citibank Business Loan                   $19,617

NYC Unicorp, Business Taxes              $18,600

CITI                                     $18,545

Citibank USA                             $17,125

NYS Withholding Taxes                    $15,650

First USA/Bank One                        $8,960

CAP ONE BK                                $7,308

Staples                                   $6,760

CBUSASEARS                                $5,199

Sears                                     $3,990

Capital One Bank                          $3,700


ROTECH HEALTHCARE: Revenue Reduction Prompts S&P to Cut Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Orlando, Florida-based home respiratory care and durable medical
equipment and services provider Rotech Healthcare Inc.  The
corporate credit and senior secured debt ratings were lowered to
'B+' from 'BB-', and the subordinated debt rating was lowered to
'B-' from 'B'.  The outlook is negative.

The rating action follows Rotech's announcement on April 20, 2006,
that new Medicare reimbursement rates for the chemical compounded
budesonide would reduce the company's 2006 revenues by
approximately $30 million.  This reduction follows other Medicare
reimbursement reductions in 2004, 2005, and 2006.

"The ratings on Rotech continue to reflect the company's more
clouded operating prospects, given the greater-than-anticipated
impact of Medicare reimbursement reductions for respiratory drugs
in 2006," said Standard & Poor's credit analyst Alain Pelanne.

The ratings on the company, which emerged from its parent's
bankruptcy as an independent company in March 2002, also reflect:

   * its narrow business focus;

   * vulnerability to third-party reimbursement and regulatory
     reform; and

   * increasingly aggressive growth strategy and financial
     profile.

These challenges are partially offset by Rotech's position as the
third-largest provider in its niche industry segment and its
current liquidity.


SAKS INC: Weak Operating Results Cue Fitch to Hold Low-B Ratings
----------------------------------------------------------------
Fitch Ratings affirmed the ratings of Saks Incorporated:

   -- Issuer Default Rating 'B'
   -- Secured bank facility 'BB/RR1'
   -- Senior unsecured notes 'B/RR4'

The Rating Outlook is Negative.  Saks had $613 million of senior
unsecured notes and no bank debt outstanding as of Jan. 28, 2006.

The affirmation of the IDR considers the company's more narrow
business focus following the sale of its Northern Department Store
Group (NDSG) in March 2006 and weak operating results at the core
Saks Fifth Avenue (SFA) division.  These factors are balanced
against SFA's internationally recognized luxury franchise and debt
reduction following the sale of the Southern Department Store
Group (SDSG).  The Negative Outlook considers the possibility that
efforts to turn around SFA's operating results will take longer
than anticipated.

The ratings of the $500 million secured bank facility and senior
unsecured notes reflect their respective recovery prospects.
Fitch's recovery analysis assumes an enterprise value in a
distressed scenario of $973 million.  Applying this value across
the capital structure results in outstanding recovery prospects
(over 90%) for the bank facility, which is secured by inventories
and certain receivables.  On the other hand, the recovery
prospects for the senior unsecured notes are average (30%-50%).

With the divestitures of the NDSG and SDSG, Saks has sold
businesses that represent slightly less than half of its total
revenues, reducing the company's diversity and leaving it more
narrowly focused within the cyclical luxury segment.  Saks is
currently considering strategic alternatives for its Parisian
division, a higher end department store chain located primarily in
the southeast.  An eventual sale of this business would leave Saks
with SFA, which had $2.7 billion in sales in 2005, and the smaller
Club Libby Lu mall-based specialty chain, which had $46 million in
sales.

SFA had a weak 2005, with its segment operating earnings dropping
to $22 million from $119 million in 2004.  This reflected a
significant decline in the gross margin due to heavy clearance
markdowns and reduced support from vendors.  There was also $33
million in one-time costs related to the accounting investigation
and the loss of the New Orleans store.  SFA's management is
focused on refining its merchandising assortments and improving
its inventory management.  However, negative comparable store
sales in the first two months of 2006 create some uncertainty as
to the company's ability to rebound in 2006.

Financial leverage, measured by adjusted debt/EBITDAR, was flat in
2005 at 4.5x, as $623 million of debt reduction (with proceeds
from the sale of the SDSG) was offset by lower cash flow due to
weaker results at SFA and the sale of the SDSG (completed in July
2005).  At the same time, EBITDAR/interest plus rents declined to
1.8x from 2.1x in 2004.

Further debt repayment is expected to be modest as the $1.05
billion of proceeds from the sale of the NDSG is expected to be
used primarily for shareholder distributions, including a special
dividend of $550 million to be paid on May 1, 2006.  As a result,
Saks' credit measures are expected to remain relatively steady
over the near term, with any improvement dependent on stronger
operating performance at SFA.


SERACARE LIFE: Gets Access to Lenders' Cash Collateral
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
gave SeraCare Life Sciences, Inc., continued access to cash
collateral in which Union Bank of California asserts a first-
priority lien and a consortium of subordinated lenders led by
David Barett, Inc., also asserts an interest.

The Debtor owes Union Bank $20 million.  This loan is secured by
$50 million in collateral.  The Debtor owes the Barett Lenders
$4 million.  This debt is secured by a second-priority lien on all
of the Debtor's assets.  Both debts, the Debtors say, are
oversecured.

The Debtor is authorized to use cash collateral until
May 26, 2006, to pay payroll, postpetition vendors, rents,
mortgages, insurance expenses, professional fees, interest and
principal payments to its senior secured lenders and other
postpetition expenses, in accordance with a budget.  A full-text
copy of the Budget is available for free at:

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

The Senior Secured Lenders will retain their existing liens
against the cash collateral and its proceeds.  In addition, they
are granted a fully perfected replacement lien on assets of the
estate.  That replacement lien is coextensive with, and limited
by, the scope and priority of their existing lien rights.

The Honorable Louise DeCarl Adler also directs the Debtor to
submit by May 17, 2006, to the Senior Secured Lenders an exit
proposal outlining the Debtor's plan to repay the Senior Secured
Lenders.

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006 (Bankr.
S.D. Calif. Case No. 06-00510).  Brian Metcalf, Esq., and Suzanne
Uhland, Esq., at O'Melveny & Myers LLP, represent the Debtor.
When the Debtor filed for protection from its creditors, it listed
$119.2 million in assets and $33.5 million in debts.


SIERRA PACIFIC: Units Boost Revolving Loan Amount by $100 Million
-----------------------------------------------------------------
Sierra Pacific Resources (NYSE: SRP) reported that its two wholly
owned subsidiaries, Nevada Power Company and Sierra Pacific Power
Company successfully amended their existing revolving credit
facilities, increasing the amount of each credit facility by
$100 million.

These amended facilities consist of:

     * a $600 million revolving facility for Nevada Power and
     * a $350 million revolving facility for Sierra Pacific Power,

both to mature in November 2010.

The facilities will be used for general corporate purposes,
including increasing the companies' liquidity to cover increased
commodity prices.

Wachovia Bank, National Association, serves as the administrative
agent for both credit facilities.

Headquartered in Reno, Nevada, Sierra Pacific Resources --
http://www.sierrapacificresources.com/-- is a holding company
whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California.  Sierra Pacific Power
Company also distributes natural gas in the Reno-Sparks area of
northern Nevada. Other subsidiaries include the Tuscarora Gas
Pipeline Company, which owns 50% interest in an interstate natural
gas transmission partnership and several unregulated energy
services companies.

Sierra Pacific's 6-3/4% Senior Notes due 2017 carry Standard &
Poor's B- rating and Fitch Ratings' B+ rating.


SLATER STEEL: Asks Court for Final Decree Closing Chapter 11 Cases
------------------------------------------------------------------
Joseph E. Myers, the Liquidation Trustee appointed for Slater
Steel, Inc., and its debtor-affiliates, asks the U.S. Bankruptcy
Court for the District of Delaware to issue a final decree closing
these chapter 11 cases:

      Debtor                                Case No.
      ------                                --------
      Slater Steel U.S., Inc.               03-11639
      Slater Steel (U.S.) Finance, LLC      03-11640
      Slater Finance Partnership            03-11641
      Slater Leomont Corporation            03-11642
      Slater Steels Corporation             03-11643

According to the Trustee, the Debtors' chapter 11 cases have been
fully administered within the meaning of Section 350 of the
Bankruptcy Code.

As reported in the Troubled Company Reporter on Jan. 26, 2005, the
Court confirmed the Debtors' Joint Plan of Liquidation and that
Plan took effect on Jan 31, 2005.  Pursuant to the Plan, the
Trustee has the right and responsibility to close these cases.

The Trustee tells the Court that he has liquidated all tangible
and intangible assets of values and all requests, contested
matters and adversary proceedings have been finally resolved.

In addition, the Trustee will distribute any remaining funds after
payment of fees of the Trustee approved by the Plan and Trust
Agreement, to remaining priority creditors.

Headquartered in Wayne, Indiana, Slater Steel U.S., Inc., a mill
producer of specialty steel products, filed for chapter 11
protection on June 2, 2003 (Bankr. Del. Case No. 03-11639). Daniel
J. DeFranceschi, Esq., and Paul Noble Heath, Esq., at Richards
Layton & Finger, represent the Debtors in their restructuring
efforts.  Kurt F. Gwynne, Esq., at Reed Smith LLP, represents the
Official Committee of Unsecured Creditors.  Joseph E. Myers, is
the Liquidation Trustee appointed for the Debtors.  When the
Company filed for protection from its creditors, it listed
estimated assets of $50 million and estimated debts of $100
million.


SOUNDVIEW CI-11: DBRS Rates $4.8 Million Class N3 Notes at BB
-------------------------------------------------------------
Dominion Bond Rating Service assigned new ratings of A (low), BBB
(low), BB, and B (high) to these NIM Notes, Series 2006-OPT1,
issued by Soundview CI-11:

   * $27.2 million, Class N1 -- New Rating A (low)
   * $9.4 million, Class N2 -- New Rating BBB (low)
   * $4.8 million, Class N3 -- New Rating BB
   * $7.6 million, Class N4 -- New Rating B (high)

The NIM Notes are backed by a 100% interest in the Class C and
Class P Certificates issued by Soundview Home Loan Trust 2006-
OPT1.  The Class C Certificates will be entitled to all excess
interest in the Underlying Trust, and the Class P Certificates
will be entitled to all prepayment premiums or charges received in
respect of the mortgage loans.  The NIM Notes will also be
entitled to the benefits of the underlying swap with Royal Bank of
Scotland PLC.

Payments on the NIM Notes will be made on the 25th of each month
commencing in April 2006.  The interest payment amount will be
distributed sequentially to the holders of Class N1 through Class
N4 Notes, followed by the principal payment amount to the holders
of Class N1 through Class N4 Notes until the note balance of such
class has been reduced to zero.  Any remaining amounts will be
distributed to the Issuer, the Indenture Trustee, and holders of
Preference Shares.

The mortgage loans in the Underlying Trust were all originated or
acquired by Option One Mortgage Corporation.

For more information on this credit or on this industry, please
visit http://www.dbrs.com/


SOUTHERN STAR: Tender Offer for 8-1/2% Sr. Secured Notes Expires
----------------------------------------------------------------
Southern Star Central Corp.'s cash tender offer and consent
solicitation for any and all of its outstanding $180,000,000
aggregate principal amount of 8-1/2% Senior Secured Notes due 2010
expired on April 20, 2006 at 11:59 P.M., its scheduled expiration
date.

On April 13, 2006, Southern Star accepted for payment $176,915,000
principal amount of Senior Secured Notes, which represented 98.29%
of the outstanding aggregate principal amount of the Senior
Secured Notes.  Southern Star expects to accept for payment an
additional $5,000 principal amount of Senior Secured Notes that
were tendered after the initial settlement date.

Southern Star reported that the cash tender offer and consent
solicitation for any and all of the outstanding $175,000,000
aggregate principal amount of 7-3/8% Senior Notes due 2006 of
Southern Star's wholly owned subsidiary, Southern Star Central Gas
Pipeline, Inc., expired on April 20, 2006 at 11:59 P.M., its
scheduled expiration date.

On April 13, 2006, Central accepted for payment $155,135,000
aggregate principal amount of Senior Notes, which represented
88.65% of the outstanding aggregate principal amount of Senior
Notes.  No additional Senior Notes were tendered prior to the
expiration of the tender offer.

Lehman Brothers Inc. and Credit Suisse Securities (USA) LLC acted
as Dealer Managers and Solicitation Agents for the tender offers
and the consent solicitations.  The Information Agent and the
Tender Agent for the tender offers was D. F. King & Co., Inc.
Questions regarding the tender offers and consent solicitations
may be directed to:

     Lehman Brothers Inc.
     Telephone (212) 528-7581
     Toll Free (800) 438-3242

               or

     Credit Suisse
     Telephone (212) 538-0652
     Toll Free (800) 820-1653

Requests for copies of either Offer to Purchase and related
documents thereto may be directed to:

     D. F. King & Co., Inc.
     Telephone (212) 269-5550 (banks and brokerage firms)
     Toll Free (800) 758-5378

                About Southern Star Central Corp.

Headquartered in Owensboro, Kentucky, Southern Star Central Corp.
-- http://www.sscgp.com/-- owns Southern Star Central Gas
Pipeline, Inc. an interstate natural gas transmission system
spanning approximately 6,000 miles in the Midwest and Mid-
continent regions of the United States. Southern Star's pipeline
facilities are located throughout Kansas, Oklahoma, Nebraska,
Missouri, Wyoming, Colorado and Texas.  It serves major markets
such as the Kansas City metropolitan area, Wichita, Kansas and the
Joplin/Springfield, Missouri areas.

                          *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service upgraded the Corporate Family Rating of
Southern Star Central Corp. to Ba1 from Ba2 and assigned new
ratings to the proposed notes of Holdco and its subsidiary
Southern Star Central Gas Pipeline, Inc.  Moody's expects to
withdraw their existing senior secured ratings over the next few
weeks once those obligations are retired in the refinancing that
Southern Star has just announced.  With the assignment of these
new ratings, the rating outlooks for both Holdco and Opco are
changed to stable from positive.


STATION CASINOS: Exchanging Sr. Sub. Notes for Registered Bonds
---------------------------------------------------------------
Station Casinos, Inc., is offering to exchange up to
$300 million aggregate principal amount of its outstanding
6-5/8% Senior Subordinated Notes Due 2018 for new notes with
materially identical terms that have been registered under the
Securities Act of 1933, and are generally freely tradable.

The Notes and any additional notes mature on March 15, 2018.  The
Notes will pay interest semiannually at a rate of 6-5/8% per
annum.  The Notes are:

   -- unsecured senior subordinated obligations of the Company;

   -- subordinated to all of the Company's senior indebtedness;

   -- equal in right of payment with all of the Company's existing
      and future senior subordinated indebtedness; and

   -- senior in right of payment to all of the Company's existing
      and future subordinated indebtedness.

A full-text copy of the Prospectus is available for free at
http://ResearchArchives.com/t/s?837

Station Casinos, Inc. is the leading provider of gaming and
entertainment to the residents of Las Vegas, Nevada.  Station's
properties are regional entertainment destinations and include
various amenities, including numerous restaurants, entertainment
venues, movie theaters, bowling and convention/banquet space, as
well as traditional casino gaming offerings such as video poker,
slot machines, table games, bingo and race and sports wagering.
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino, Fiesta Henderson Casino Hotel, Magic Star Casino and
Gold Rush Casino in Henderson, Nevada.  Station also owns a 50%
interest in Green Valley Ranch Station Casino, Barley's Casino &
Brewing Company and The Greens in Henderson, Nevada and a 6.7%
interest in the Palms Casino Resort in Las Vegas, Nevada. In
addition, Station manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

                         *     *     *

As reported in Troubled Company Reporter on Feb. 27, 2006,
Standard & Poor's Ratings Services revised its outlook on Station
Casinos Inc. to stable from positive.

At the same time, Standard & Poor's placed a 'B+' rating toon
company's $300 million senior subordinated notes due 2018.  At the
same time, Standard & Poor's affirmed its ratings, including the
'BB' corporate credit rating, on the Las Vegas-based casino owner.
Total pro forma debt outstanding is about $2.2 billion.


TAG ENTERTAINMENT: A.J. Robbins Expresses Going Concern Doubt
-------------------------------------------------------------
A.J. Robbins, PC, in Denver, Colorado, raised substantial doubt
about TAG Entertainment Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditors pointed
to the company's recurring losses and negative cash flows from
operations.

TAG Entertainment filed its financial statement for the year ended
Dec. 31, 2005, with the Securities and Exchange Commission on
April 12, 2006.

The company reported a $1,845,000 net loss on $3,879,000 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $7,385,000 in
total assets, $6,875,000 in total liabilities, and $510,000 in
total stockholders' equity.

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?838

TAG Entertainment Corp. -- http://www.tagentertainment.com/--  
its wholly owned subsidiary, TAG Entertainment USA, Inc., are
independent producer of family oriented feature films, television
programming and other entertainment products for theatrical,
television and home video distribution.  In 2004, the company
produced 21 episodes of the television series Arizona Highways:
The Television Series for local broadcast.


TIMCO AVIATION: Resolves Covenant Default Under $4.7MM Term Loan
----------------------------------------------------------------
TIMCO Aviation Services, Inc. (OTC Bulletin Board: TMAV)
successfully restructured its debt with its senior lenders to
increase the funding available to the Company and to resolve
outstanding financial covenant defaults that resulted from its
previously reported net loss for the 2005 fiscal year.

              Terms of the CIT Financing Agreement

Under the Company's amended financing agreement with CIT
Group/Business Credit, the $4.7 million term loan due to CIT has
been repaid and CIT has agreed to amendments increasing the
Company's availability under the CIT revolving line of credit
(within an overall borrowing limit of $30 million).  The Company
and CIT have also agreed to new financial covenants with respect
to future periods, and CIT has waived all events of default
currently outstanding under this loan facility.

                $6 Million Stockholder Financing

The Company also received $6 million of additional financing from
its majority stockholders.  On April 10, 2006, the Company's
principal stockholder, LJH, Ltd., which currently owns
approximately 72% of the Company's outstanding common stock,
acquired all of the Company's debt due to Monroe Capital Advisors,
LLC, Monroe Investments, Inc. and Fortress Credit Opportunities I
LP.  Simultaneously, Owl Creek Asset Management LP, which through
affiliates currently owns approximately 17% of the Company's
outstanding common stock, acquired on behalf of its affiliated
funds an approximately 20% participation in the loans due to
Monroe.

Under the amended loan agreements, LJH and Owl Creek have loaned
the Company an additional $6 million (which has been used to repay
the unpaid balance of the CIT Term Loan, with the balance to be
used for working capital), reduced the interest rate associated
with this amended credit facility and waived all defaults and
events of default currently outstanding under this amended credit
facility.

"We are excited by the demonstration of continuing support
represented by the decision of our principal stockholders to
provide additional working capital for our business and to assist
us in the restructuring of our senior debt," Roy Rimmer, Chairman
and Chief Executive Officer of the Company, stated.

                Company Ownership Talks Suspended

The Company also reported that LJH and Owl Creek have advised the
Company that they are suspending the negotiations with the Company
with respect to a proposed transaction in which the Company's
stockholders (other than LJH and Owl Creek) would have received
cash for their shares of the Company's common stock.  LJH and Owl
Creek have advised the Company that they intend to continue to
evaluate their ownership of the Company, and that they may in the
future consider and propose transactions affecting the Company's
ownership.  However, there can be no assurance that any
transaction will occur on the terms, or at all.

                         CEO Appointment

The Company also reported that in order to augment its existing
management team, John R. Cawthron has been appointed as the Vice
Chairman of the Board of Directors and Chief Executive Officer of
the Company.  Mr. Cawthron, age 62, is a certified public
accountant and President of Cawthron, Wommack & Coker, P.C., a
full-service public accounting and consulting firm based in Waco,
Texas.  Mr. Cawthron also serves as managing partner and a
director for several Texas-based business ventures ranging from
service entities to commercial land development.  Mr. Cawthron was
appointed to the Company's Board on Feb. 6, 2006 at the request of
LJH.

Roy T. Rimmer, Jr., the Company's current Chief Executive Officer,
will remain as Chairman of the Board and Chief Marketing Officer.

                           About TIMCO

Based in Greensboro, North Carolina, TIMCO Aviation Services, Inc.
-- http://www.timco.aero/-- provides aviation maintenance, repair
and overhaul services for major commercial airlines, regional air
carriers, aircraft leasing companies, government and military
units and air cargo carriers.  The Company currently operates four
MRO businesses: Triad International Maintenance Corporation (known
as TIMCO), which, with its active locations in Macon, Georgia;
Lake City, Florida and Goodyear, Arizona, is one of the largest
independent providers of heavy aircraft maintenance services in
the world and also provides aircraft storage and line maintenance
services; Brice Manufacturing, which specializes in the
manufacture and sale of new aircraft seats and aftermarket parts
and in the refurbishment of aircraft interior components; TIMCO
Engineered Systems, which provides engineering services both to
our MRO operations and our customers; and TIMCO Engine Center,
which refurbishes JT8D engines and performs on-wing repairs for
both JT8D and CFM-56 series engines.


TOMMY HILFIGER: Extends Senior Bond Consent Deadline to May 5
-------------------------------------------------------------
Tommy Hilfiger U.S.A., Inc., a wholly owned subsidiary of Tommy
Hilfiger Corporation (NYSE: TOM), made the announcements with
respect to its tender offers to purchase any and all of its
outstanding 6.85% Notes due 2008 and 9% Senior Bonds due 2031 and
the related consent solicitations.  The tender offers and the
consent solicitations are being conducted in connection with the
previously reported agreement to merge Tommy Hilfiger Corporation
with an affiliate of funds advised by Apax Partners, a leading
global private equity firm.

                        2031 Senior Bonds

In connection with its offer to purchase and consent solicitation
with respect to its 2031 Senior Bonds, the Company extended the
Consent Deadline (as defined in the Offer to Purchase and Consent
Solicitation Statement with respect to the 2031 Senior Bonds,
dated April 7, 2006) with respect to the 2031 Senior Bonds Offer.
The new Consent Deadline is 5:00 p.m., New York City time, on
Friday, May 5, 2006.  Accordingly, holders who validly tender
their 2031 Senior Bonds on or prior to the Expiration Time will be
eligible to receive the total consideration with respect to the
2031 Senior Bonds (which includes an amount paid in respect of the
consent).  Holders who have previously tendered 2031 Senior Bonds
do not need to re-tender their 2031 Senior Bonds or take any other
action in response to this extension.  The Withdrawal Deadline for
the 2031 Senior Bonds expired at 5:00 p.m., New York City time, on
April 20, 2006.  Accordingly, holders may no longer withdraw any
2031 Senior Bonds previously or hereafter delivered or revoke
any consents previously or hereafter delivered, except in the
limited circumstances described in the 2031 Senior Bonds
Statement.

Subject to the terms and conditions of the 2031 Senior Bonds
Offer, the total consideration to be paid for each validly
tendered 2031 Senior Bond (which includes an amount paid in
respect of the consent), is $25.25 per $25 principal amount of
2031 Senior Bonds accepted for payment.  In addition, accrued and
unpaid interest from the last interest payment date to, but not
including, the settlement date will be paid in cash on all
validly tendered 2031 Senior Bonds.  Accordingly, assuming a
settlement date of May 10, 2006, the total consideration paid plus
accrued and unpaid interest would equal $25.68 per $25 principal
amount of 2031 Senior Bonds accepted for payment.  The Company
will also pay a soliciting dealer fee to retail brokers that are
entitled to receive this fee of $0.25 per $25 principal amount of
2031 Senior Bonds that are validly tendered and accepted for
payment.

Except for the extension of the Consent Deadline, the 2031 Senior
Bonds Statement remains in full force and effect and the 2031
Senior Bonds Offer will expire at the Expiration Time.

                           2008 Notes

Further, in connection with its offer to purchase and consent
solicitation with respect to its 2008 Notes, the Company also
extended the Consent Deadline (as defined in the Offer to Purchase
and Consent Solicitation Statement dated April 7, 2006) with
respect to the 2008 Notes Offer.  The new Consent Deadline expired
at 5:00 p.m., New York City time, April 21, 2006.  The price was
determined 2:00 p.m., New York City time, on April 24, 2006.
Holders who have previously tendered 2008 Notes do not need to re-
tender their 2008 Notes or take any other action in response to
this extension.  The Withdrawal Deadline for the 2008 Notes
expired at 5:00 p.m., New York City time, on April 20, 2006.
Accordingly, holders may no longer withdraw any 2008 Notes
previously or hereafter delivered or revoke any consents
previously or hereafter delivered, except in the limited
circumstances described in the 2008 Notes statement.

Except for the extension of the Consent Deadline and pricing date,
the 2008 Notes Statement remains in full force and effect and the
2008 Notes Offer will expire at 5:00 p.m., New York City time, on
Friday, May 5, 2006, unless otherwise extended or terminated by
the Company.

As of 5:00 p.m., New York City time, on Thursday, April 20, 2006,
the Company had received tenders of the Notes and related consents
in the following amounts:
                                                  Percentage
                                    Principal     of Outstanding
                        CUSIP       Amount        Principal Amount
Title of Security      Number      Tendered      of Series
-----------------      ------      --------      ---------
6.85% Notes due 2008   430908AB9   $79,772,000   41.5%
9% Sr. Bonds due 2031  430908202   $55,655,150   37.1%

For further information with respect to the tender offers and
consent solicitations, holders should contact their broker and/or
the Dealer Manager:

     Citigroup Corporate and Investment Banking
     Telephone (212) 723-6106 (collect)
     Toll Free (800) 558-3745

or the Information Agent:

     Global Bondholder Services Corporation
     Telephone (212) 430-3774 (collect)
     Toll Free (866) 389-1500

                   About Tommy Hilfiger U.S.A.

Headquartered in New York City, Tommy Hilfiger U.S.A., Inc., --
http://www.tommy.com/-- is a direct wholly owned subsidiary of
Tommy Hilfiger Corporation.  Tommy Hilfiger Corporation, through
its subsidiaries, designs, sources and markets men's and women's
sportswear, jeanswear and childrenswear.  Tommy Hilfiger
Corporation's brands include Tommy Hilfiger and Karl Lagerfeld.
Through a range of strategic licensing agreements, Tommy Hilfiger
Corporation also offers a broad array of related apparel,
accessories, footwear, fragrance, and home furnishings.  Tommy
Hilfiger Corporation's products can be found in leading department
and specialty stores throughout the United States, Canada, Europe,
Mexico, Central and South America, Japan, Hong Kong, Australia and
other countries in the Far East, as well as the Tommy Hilfiger
Corporation's own network of outlet and specialty stores in the
United States, Canada and Europe.

                          *     *     *

As reported in the Troubled Company Reporter on March 31, 2006,
Standard & Poor's Ratings Services held the ratings of Tommy
Hilfiger U.S.A. Inc., including the 'BB-' corporate credit rating,
on CreditWatch with negative implications, where they were placed
on Nov. 3, 2004.  The company recently indicated it has received
approval from the European Commission to be acquired by Apax
Partners for about $1.6 billion.  The Apax transaction is expected
to close in April 2006.  Men's and women's sportswear, jeanswear,
and childrenswear company Tommy Hilfiger had about $345 million in
long-term debt outstanding as of Dec. 31, 2005.


US AIRWAYS: Improved Liquidity Cues Fitch's Positive Outlook
------------------------------------------------------------
Fitch Ratings revised its outlook on US Airways Group to
'Positive' from 'Negative', reflecting improvements in the
company's debt maturity profile and liquidity position.  In
addition, Fitch has assigned a rating of 'B/RR1' to US Airways
Group's (NYSE: LCC) $1.25 billion secured term loan facility
administered by General Electric Capital Corporation (GECC).

Fitch also affirmed US Airways Group's Issuer Default Rating of
'CCC' and senior unsecured rating of 'CC/RR6'.  Fitch withdrew the
IDR of 'CCC' and senior unsecured rating of 'CC/RR6' on US Airways
Group's America West Airlines, Inc. (AWA) unit, as noteholders
have converted the subsidiary's 7.5% convertible senior notes to
equity.

Fitch's senior unsecured rating on US Airways applies to
approximately $144 million in unsecured debt obligations.  The
recovery rating of 'RR6' indicates an expected recovery of less
than 10% in a default scenario.

US Airways entered into its $1.25 billion secured term loan
agreement with GECC on April 7, 2006.  The loan is backed by
essentially all of the company's otherwise unencumbered assets and
includes hard assets, such as:

   * aircraft,
   * spare parts and ground service equipment,
   * route authorities,
   * slots, and
   * gates.

The 'B/RR1' rating reflects the loan's substantial collateral
coverage and very strong recovery prospects in a distressed
scenario.

Proceeds from the loan have been used to repay approximately $1.16
billion of existing secured debt, including two loans formerly
guaranteed by the Air Transportation Stabilization Board:

   * a loan provided to the company by Airbus; and
   * an existing GECC loan.

With initial pricing of LIBOR plus 3.5%, the refinancing is
expected to reduce the company's interest payments by $25 million
in 2006 and $20 million in 2007.  More importantly, however, the
new GECC term loan has a bullet maturity in 2011, while the debt
it has replaced was scheduled to amortize between 2006 and 2010.
The refinancing has allowed US Airways to move nearly $1.1 billion
in debt maturities that would have been due in the 2006 through
2010 timeframe out to 2011, improving the carrier's near term
liquidity.  Maturities in:

   * 2006,
   * 2007, and
   * 2008

have been reduced by:

   * $88 million,
   * $171 million, and
   * $269 million, respectively.

On March 24, US Airways called for redemption of AWA's 7.5%
convertible senior notes due 2009 at a redemption price of
$1,052.50 per $1,000 principal amount of notes held.  Holders also
had the option of converting their notes into shares of US Airways
common stock at a conversion price of $29.09 per share.  On April
17, the company announced that nearly all of the holders of the
notes had converted their holdings to common stock.  The
conversion of the debt to equity reduced the company's debt load
by $112 million.

The improving domestic revenue environment has strengthened US
Airways' liquidity position.  Domestic capacity reductions
resulting from the Delta and Northwest bankruptcies, the
liquidation of Independence Air and US Airways' own capacity pull-
back, have driven the first meaningful improvements in domestic
industry unit revenue since the post-September 11 collapse.  In
the first quarter, US Airways' consolidated (mainline plus
express) unit revenue growth was well above the industry average,
with a year-over-year unit revenue increase of over 20%.  US
Airways ended the first quarter of 2006 with $2.6 billion in total
cash and equivalents, including restricted cash, and the
subsequent closing of the term loan provided the carrier with an
additional $150 million in liquidity.  Continued domestic industry
capacity discipline and heavy demand should result in ongoing
revenue improvement throughout 2006, even as year-over-year
comparisons become more difficult later in the year.

Fuel will continue to be the potential spoiler in 2006, however,
with volatility in crude and jet fuel prices potentially
offsetting much of the improvement in revenue.  US Airways'
management expects fuel prices to average $2.11-$2.15 per gallon
over the course of 2006, which is a more conservative estimate
than many other carriers' predictions, but relatively close to
current spot prices.  The company has hedged 36% of its expected
full-year 2006 fuel needs.  As of year-end 2005, its hedges were
primarily in the form of costless collars and carried average
crude oil equivalent prices of no more than $67 per barrel.
Despite the hedges, however, fuel price volatility will continue
to pressure the company's consolidated cash flows, with the
potential for further supply shocks a concern as political
tensions with Iran increase and forecasters predict another active
hurricane season.

In addition to fuel expense pressure, US Airways is contending
with the costs and complexities of merging the US Airways and AWA
units into one airline.  Although much work toward co-locating
facilities and re-branding the carriers has been completed, the
integration of the company's unionized labor groups has been more
difficult.  Although flight attendants and pilots have made
progress on developing transition processes, other groups, such as
the fleet service workers, have had more trouble.  Merging the
labor groups will be a necessary step in combining the two
carriers into one airline with a single operating certificate.
However, any missteps in the process could damage employee
relations or morale and weigh on the airline even after the
integration of the two carriers is complete.


W.S. LEE: Court Okays $2.5 Million DIP Financing from Omega Bank
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
gave W.S. Lee & Sons, Inc., and Lee Systems Solutions, LLC,
authority on an interim basis, to borrow up to $2,500,000 from
Omega Bank National Association.

The Debtors will use the DIP Loan to cover their operating
expenses in addition to the cash collateral.  The Debtors say cash
collateral use won't be sufficient to fund their working capital
needs while in bankruptcy.

Based on their 11-week budget, the Court directed the Debtors to
use the Loan only for working capital and other expenses incurred
in the ordinary course of their businesses, including payment of
professional and U.S. Trustee's fees.

A copy of the Debtors' 11-week budget on the DIP Loan is available
for free at http://researcharchives.com/t/s?82d

Omega Bank agreed to an interest rate of 9% per annum for the
Loan.  As adequate protection, the Debtors grant Omega Bank liens
in all of their assets.  If the Debtors' assets are liquidated,
and there are insufficient funds to pay the Debtors'
professionals' and the U.S. Trustee's fees, Omega Bank agreed to a
$400,000 Carve-Out from its lien to permit payment of those fees.

Headquartered in Altoona, Pennsylvania, W.S. Lee & Sons, Inc.,
distributes food and related products to restaurants, delis,
schools, hospitals and other institutions in the mid-Atlantic
region of the United States utilizing a fleet of multi-temperature
tractors and trailers.  The Company and its wholly owned
subsidiary, Lee Systems Solutions, LLC, filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code on
March 14, 2006 (Bankr. W.D. Pa. Case No. 06-70148).  James R.
Walsh, Esq., at Spence Custer Saylor Wolfe & Rose LLC, represents
the Debtors in their restructuring efforts.  The Official
Committee of Unsecured Creditors is represented by Robert S.
Bernstein, Esq., at Bernstein Law Firm, P.C., in Pittsburgh,
Pennsylvania.  When the Debtors filed for protection from their
creditors, they listed less than $50,000 in total assets and $1
million to $10 million in debts.


W&T OFFSHORE: S&P Rates Proposed $1.3 Billion Facilities at B+
--------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to W&T Offshore Inc., an oil and gas exploration
and production company focused on the Gulf of Mexico.

At the same time, Standard & Poor's assigned its 'B+' rating and
'1' recovery rating to W&T's proposed $1.3 billion senior secured
credit facilities.

The outlook is stable.  Pro forma for its pending acquisition of
Kerr McGee Corp.'s conventional shelf Gulf of Mexico properties,
Houston, Texas-based W&T will have roughly $1 billion in debt
outstanding.

"The stable outlook on W&T reflects the favorable near-term
commodity price environment and the expectation that W&T will
continue to post satisfactory operating results," said Standard &
Poor's credit analyst David Lundberg.

"We also expect that W&T will be acquisitive, but that it will not
increase financial leverage beyond the levels anticipated at the
close of the Kerr McGee transaction," said Mr. Lundberg.


W&T OFFSHORE: Earns $50.9 Million in Fourth Quarter 2005
--------------------------------------------------------
W&T Offshore, Inc.'s net income for the three months ended
Dec. 31, 2005, was $50.9 million on revenues of $152.9 million,
compared to net income of $38.7 million, on revenues of $138.9
million for the fourth quarter of 2004.

The company's net income for the full year 2005 was $189 million,
on revenues of $585.1 million, compared to net income of $149.5
million, on revenues of $508.7 million for 2004.

The Company's net cash provided by operating activities decreased
13% to $102.0 million during the fourth quarter from $117.5
million during the prior year's fourth quarter.  It's fourth
quarter EBITDA increased 18.0% to $121.6 million, compared to
$103.0 million during the prior year's fourth quarter.

For 2005, the Company's net cash provided by operating activities
increased 17.7% to $444.0 million from $377.3 million in 2004.
Full year 2005 EBITDA increased 19.2% to $472.3 million, compared
to $396.1 million for the prior year.

                       Financial Highlights

During the fourth quarter of 2005, W&T spent $52.1 million for
development activity, $37.3 million for exploration and $4.7
million for other capital expenditure items including
acquisitions.  For the full year 2005, $174.6 million was
spent on development activity, $122.1 million on exploration and
$27.0 million on other capitalized items including acquisitions.

During 2005, W&T completed an acquisition of an additional
interest in the East Cameron 321 field from Marathon, and an
acquisition of an additional interest in the Green Canyon 18
Field, which includes Ewing Bank blocks 988 and 944, and an
interest in the Green Canyon 60 Field from BHP Billiton
Petroleum (Americas) Inc.

For full year 2005, the Company achieved an exploration success
rate of 77% by successfully drilling 17 of 22 exploration wells,
which included two of four in the deepwater.  W&T also drilled six
of seven development wells in 2005, all of which were conventional
shelf wells.

                        About W&T Offshore

Headquartered in Houston, Texas, W&T Offshore, Inc. --
http://www.wtoffshore.com/-- is an independent oil and natural
gas company focused primarily in the Gulf of Mexico, including
exploration in the deepwater.  Founded in 1983, W&T now holds
working interests in over 100 fields in federal and state waters
and a majority of its daily production is derived from wells it
operates.


WASTEQUIP INC: Recapitalization Prompts Moody's to Hold Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of WasteQuip, Inc., in connection with the launch of its proposed
dividend recapitalization.  The proposed recapitalization entails
using (a) approximately $86.2 million in incremental first- and
second-lien term loan borrowings and (b) cash on hand to finance a
$92.6 million cash dividend payment to its sponsor, DLJ Merchant
Banking Partners.  The ratings are subject to review of the final
financing documentation.  Rating outlook is stable.

Ratings Affirmed:

   * B2 corporate family rating.

   * B2 for the $40 million senior secured revolving credit
     facility, due 2010;

   * B2 for the $200 million senior secured first lien term loan,
     due 2011; and

   * B3 for the proposed $100 million senior secured second lien
     term loan, due 2012.

Outlook is stable.

As part of the proposed recapitalization, DLJMB will take back its
original equity investment in the company in the form of a
dividend, which represents approximately 5.0 times 2005 free cash
flow of approximately $18 million.  By using additional floating
rate debt to finance this distribution, the recapitalization
places incremental financial risk on WasteQuip's creditors.
Moody's believes that, due primarily to WasteQuip's improved
earnings outlook, the dividend recapitalization can be absorbed
within the parameters of the current rating levels but with
diminished flexibility remaining.

The ratings reflect WasteQuip's:

   1) high debt leverage;

   2) modest cash flow generation relative to debt levels; and

   3) the operational and financial risks associated with its
      acquisitive growth strategy.

On the other hand, the ratings are supported by:

   1) WasteQuip's unique competitive position as the only
      supplier with a national footprint in a fragmented waste
      equipment industry;

   2) its track record of relatively stable financial results
      through the economic cycle; and

   3) its long-standing relationships with a diverse base of
      national, regional and local waste haulers.

Moody's previous rating action on WasteQuip was the assignment of
the B2 Corporate Family Rating in July 2005 in connection with the
acquisition of the Company by DLJMB.  At that time, Moody's
assigned a B2 rating to the $40 million revolving credit facility
and the $155 million senior first-lien secured term loan.  Moody's
assigned a B3 rating to the original $60 million second-lien
secured term loan.

WasteQuip, based in Cleveland, Ohio, is a leading manufacturer of
non-mobile equipment used to collect, process and transport waste
materials.  Pro forma for recent acquisitions, revenues for the
fiscal year ended Dec. 31, 2005, totaled approximately $400
million.


WASTEQUIP INC: S&P Junks Rating on Proposed $100 Million Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Beachwood, Ohio-based Wastequip Inc. to 'B' from 'B+'.

At the same time, Standard & Poor's:

   * assigned its 'B' bank loan rating and '3' recovery rating to
     the company's proposed $240 million first-lien senior secured
     credit facilities; and

   * assigned its 'CCC+' bank loan rating and '5' recovery rating
     to the company's proposed $100 million second-lien credit
     facility.

As of Dec. 31, 2005, the waste equipment manufacturer had
approximately $216 million of total debt outstanding (excluding
the present value of operating leases that Standard & Poor's
treats as debt-like).  The outlook is stable.

"The downgrade reflects the company's more aggressive financial
policy and increased use of leverage, contributing to
deterioration in the company's financial risk profile," said
Standard & Poor's credit analyst James Siahaan.

Proceeds from the credit facility will be used to refinance the
company's existing credit facility, as well as to finance a
dividend payment to equity shareholders.  The amount of the
dividend is expected to be more than $90 million.  The company is
primarily owned by DLJ Merchant Banking Partners, the private
equity investment arm of Credit Suisse Group (A/Positive/A-1).

Pro forma for the transaction, the company's total debt to EBITDA
is expected to increase to about 5.6x from approximately 4.7x at
Dec. 31, 2005.

The ratings on Wastequip Inc. reflect:

   * the company's highly leveraged balance sheet;
   * limited cash-flow generation; and
   * meaningful customer concentration.

These risks are partially mitigated by:

   * the company's leadership position in an industry with steady
     secular growth prospects;

   * its ability to pass on raw-material cost increases,
     especially for steel, to its customers; and

   * its low capital-intensiveness.

With annual sales of about $400 million and manufacturing
facilities across the U.S., Wastequip is a leading producer of
non-mobile waste-handling equipment, including:

   * dumpsters,
   * hoists,
   * compactors, and
   * balers.

The company also manufactures intermodal refuse containers used
for waste transportation.  With a more than 20% market share,
the company is the market leader in supplying various types of
containers to national waste haulers.  However, the company
depends on capital outlays from its key end customers, including
the top three U.S. waste management companies.  These three
accounted for about 29% of Wastequip's 2005 revenues.


WESTPOINT STEVENS: Wilmington Gets Okay to Release Escrowed Funds
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
grants the request filed by Wilmington Trust Company, as Second
Lien Agent, to dissolve the adequate protection escrow and release
the escrowed adequate protection payments.

Judge Drain directs Wells Fargo Bank, N.A., to release all funds
in the Adequate Protection Escrow to Wilmington Trust pursuant to
the terms of the Adequate Protection Escrow Stipulation and the
Escrow Agreement.

To avoid doubt, Judge Drain further directs Wells Fargo not to
release the funds unless and until:

    -- the Order "remains in full force and effect" after either:

         (i) the time to appeal, seek reconsideration, or other
             review of the order has expired; or

        (ii) any appeal or request for reconsideration or other
             review has been finally resolved with no further
             appeal, reconsideration or other review available;
             and

    -- Wells Fargo receives the certification or "Release Order".

Judge Drain overrules all objections to the Second Lien Agent's
Request.

A full-text copy of the 16-page Order granting the Second Lien
Agent's request is available for free at:

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

As reported in the Troubled Company Reporter on May 17, 2005, the
2nd Lien Agent asked the U.S. Bankruptcy Court for the Southern
District of New York to:

    (a) terminate the adequate protection escrow, direct the
        Escrow Agent to release the escrowed adequate protection
        payments forthwith to the 2nd Lien Agent, and reinstate
        direct payments from WestPoint Stevens, Inc. and its
        debtor-affiliates to the 2nd Lien Agent; or

    (b) establish a schedule for the submission of expert reports
        concerning the valuation of the 2nd Lien Lenders'
        collateral as of the Petition Date and set a hearing
        for further determination of its Motion.

                    The Escrow Order

Gary M. Becker, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, relates that adequate protection payments of $31 million
were made to Wilmington Trust Company, as Agent to the 2nd Lien
Credit Agreement, through July 2004.  In August 2004, R2 Top Hat,
as holder of 40% of the 1st Lien claims, objected to the
continuation of adequate protection payments to the 2nd Lien
Lenders.  To avoid a distracting fight over the issue at that
time, the 1st Lien Agent, 2nd Lien Agent, the Debtors and the
agent under the DIP Loan agreed, in a Court-approved stipulation,
to escrow future adequate protection payments due the 2nd Lien
Lenders.

Since the entry of the Escrow Order, $2 million per month in
adequate protection payments, starting with the payment due at the
end of August 2004, have been placed in an account with the escrow
agent, Wells Fargo Bank, N.A.  As of May 10, 2005, the amount in
escrow exceeds $18 million, with another $2 million due to be
deposited at the end of May.  Therefore, the amount in escrow at
the Purchaser Selection Hearing on June 24, 2005, is expected to
be $20 million.  Pursuant to the Escrow Order, amounts held in
escrow may be released by the Escrow Agent upon the entry of an
order from the Court adjudicating the relative rights of the DIP
lender, the 1st Lien Lenders, the 2nd Lien Lenders and the Debtors
to the escrowed funds.  The Escrow Order also provides that none
of the amounts in escrow may be released to the Debtors or any
other party -- except the DIP Lenders, 1st Lien Lenders or 2nd
Lien Lenders -- until the DIP, the 1st Lien Obligations and the
2nd Lien Obligations have been satisfied in full.

The Escrow Order contemplates that, once a hearing date has been
set for the sale of substantially all the Debtors' assets or for
confirmation of a plan of reorganization, the 2nd Lien Agent may
file a motion seeking a determination as to the allocation of the
amounts held in escrow.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WESTPOINT STEVENS: Aretex Parties Balk at Steering Panel's Fees
---------------------------------------------------------------
As reported in the Troubled Company Reporter on May 21, 2006, the
Steering Committee sought payment of additional fees and expenses
incurred for the period August 1, 2005, through Oct. 31, 2005.
Specifically, the Steering Committee asked the U.S. Bankruptcy
Court for the Southern District of New York to compel WestPoint
Stevens, Inc., and its debtor-affiliates to pay:

    -- $304,560 in attorneys' fees; and
    -- $41,987 in expenses.

The fees reflect services performed by Hennigan, Bennett & Dorman
LLP related to enforcement of the Steering Committee's rights
under the First Lien Credit Agreement and related credit
documents, Sidney P. Levinson, Esq., at Hennigan, Bennett &
Dorman, LLP, in Los Angeles, California, explained.

On January 23, 2006, the Debtors' counsel informed the Steering
Committee that Debtors are rejecting the proposal "at this time."

For this reason, the Steering Committee asks Judge Drain to
approve and direct the Debtors to pay 100% of the fees and
expenses sought.

                             Objections

(a) Second Lien Agent & Lenders

Wilmington Trust Company, as successor administrative agent under
a Credit Agreement dated June 29, 2001, notes that the Steering
Committee's request relates to fees paid and expenses incurred
after the closing of the sale of substantially all of the Debtors'
assets.  Hence, the Steering Committee's request for payment of
the Supplemental Fees is premature.

Gordon Z. Novod, Esq., at Kramer Levin Naftalis & Frankel LLP, in
New York, asserts that the Steering Committee's request should not
be considered until:

    * there is resolution of whether or not the claims of the
      First Lien Lenders were satisfied in connection with the
      Sale Transaction; and

    * the issuance of securities in WestPoint International, Inc.,
      to the First Lien Lenders.

The dispute and appeal of the Sale Order continues to unfold and
there continues to exist the possibility that the claim
satisfaction provisions of the Sale Order will be reinstated,
Mr. Novod points out.  If that outcome prevails, the Steering
Committee would have no basis for asserting any claims against the
Debtors' estates for payment of the Supplemental Fees.

Rather than allow any claims of the Steering Committee against the
Debtors' estates at a time when the Sale Order remains in flux,
the Second Lien Agent and the Second Lien Lenders ask Judge Drain
to delay the decision on the Supplemental Fees Request until there
is a final determination on the status of the Sale Order.

To the extent the Court finds that the Steering Committee's
request satisfies Section 506 of the Bankruptcy Code, the Second
Lien Agent and the Second Lien Lenders do not object to payment of
the Supplemental Fees, provided that the amounts:

    * will be paid out of the assets remaining in the estates,
      including proceeds of avoidance actions and proceeds from
      the liquidation of certain European operations; and

    * are not paid from the amounts escrowed for the benefit of
      the Second Lien Lenders.

(b) Aretex Parties

Nothing in the Sale Order or elsewhere supports that the Steering
Committee is entitled to recover any of its post-closing fees and
expenses from WestPoint Home, Inc., and WestPoint International,
Inc., Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal,
LLP, in New York, informs Judge Drain.

"Neither Home nor International assumed that liability," Mr.
Wolfson adds.

A provision in the Sale Order specifically limits the Purchasers'
liability, by stating that "fees, expenses and costs of the First
Lien Agent, the Collateral Trustee and the Second Lien Agent that
remain unpaid [will] be paid at the Closing."

According to Mr. Wolfson, that provision is limited in two
respects:

    (1) The Sale Order provides only for payment of fees of the
        "First Lien Agent, the Collateral Trustee, and the Second
        Lien Agent" -- it does not extend to the Steering
        Committee; and

    (2) The Sale Order is limited to pre-closing fees and
        expenses -- providing that those fees and expenses "that
        remain unpaid" as of the closing will be paid at the
        closing.

In all other respects, the assets were purchased free and clear of
liens, and nothing in the District Court's November 16, 2005
Order, as amended, provides otherwise, Mr. Wolfson points out.

Moreover, the Steering Committee incorrectly asserts that its fees
are reasonable.  The Steering Committee also asserts that the
issues raised by the Bankruptcy Court regarding the first
application are conclusively addressed in that Application and
therefore the request for payment of the Supplemental Fees should
be granted.

Mr. Wolfson argues that, among other things, the First
Application did not deal with post-closing fees and expenses.
The Supplemental Fees also require scrutiny.

None of the time covered by the Supplemental Request is
compensable because, based on the Bankruptcy Court's valuation,
which the Steering Committee did not appeal, the Steering
Committee was paid in full at the Closing, Mr. Wolfson explains.

Because the Steering Committee was not paid in cash, it may, under
the Escrow Stipulation, seek to have all or a portion of the
Escrowed Subscription Rights re-allocated to the First Lien
Lenders, pro rata.  But that narrowly defined right, under the
Escrow Stipulation, does not give the Steering Committee any basis
to seek payment of its fees and expenses.

In any event, until a final non-appealable order is entered, the
Steering Committee's request for payment of the Supplemental Fees
is premature, Mr. Wolfson asserts.  Additionally, the Bankruptcy
Court has advised the Steering Committee that it did not want the
fees teed up at this time.

For these reasons, Aretex, LLC, and the Purchasers ask Judge
Drain to deny the Steering Committee's request for payment of
supplemental fees and expenses.

Headquartered in West Point, Georgia, WestPoint Stevens, Inc. --
http://www.westpointstevens.com/-- is the #1 US maker of bed
linens and bath towels and also makes comforters, blankets,
pillows, table covers, and window trimmings.  It makes the Martex,
Utica, Stevens, Lady Pepperell, Grand Patrician, and Vellux
brands, as well as the Martha Stewart bed and bath lines; other
licensed brands include Ralph Lauren, Disney, and Joe Boxer.
Department stores, mass retailers, and bed and bath stores are its
main customers.  (Federated, J.C. Penney, Kmart, Sears, and Target
account for more than half of sales.) It also has nearly 60 outlet
stores.  Chairman and CEO Holcombe Green controls 8% of WestPoint
Stevens.  The Company filed for chapter 11 protection on
June 1, 2003 (Bankr. S.D.N.Y. Case No. 03-13532).  John J.
Rapisardi, Esq., at Weil, Gotshal & Manges, LLP, represents the
Debtors in their restructuring efforts. (WestPoint Bankruptcy
News, Issue No. 64; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


WINDOW ROCK: Hires Fulbright & Jaworski as Special Counsel
----------------------------------------------------------
Window Rock Enterprises, Inc., sought and obtained permission from
the U.S. Bankruptcy Court for the Central District of California,
to employ Fulbright & Jaworski, L.L.P., as its special litigation
counsel.

As reported in the Troubled Company Reporter on Jan. 31, 2006, the
Debtor expected Fulbright & Jaworski to represent them in:

   a) a lawsuit styled as Federal Trade Commission v. Window
      Rock Enterprises, et al., pending in United States
      District Court, Central District of California, Case No.
      CV04-8190DSF; and

   b) an arbitration proceeding pending before JAMS, entitled
      Greg S. Cynaumon and Infinity Advertising, Inc. v. Window
      Rock Enterprises, Inc., JAMS Ref. No. 1220033450.

In the FTC Action and the Cynaumon Arbitration, Fulbright &
Jaworski will:

   a) provide consultation to the Debtor;

   b) prepare pleadings;

   c) make court appearances;

   d) engage in settlement negotiations;

   e) provide other litigation services with respect to the
      proceedings; and

   f) take other actions and perform other services as the Debtor
      may require.

According to Mr. Darby, Fulbright & Jaworski will be paid on a
monthly basis.  The firm received a $123,000 retainer from the
Debtor.

Mr. Darby assured the Court that Fulbright & Jaworski does not
hold any interest adverse to the Debtor's estate.

Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it listed
estimated assets of $10 million to $50 million and estimated debts
of more than $100 million.


WINDOW ROCK: Taps Deeth Williams as Special Canadian Counsel
------------------------------------------------------------
Window Rock Enterprises, Inc., asks the U.S. Bankruptcy Court for
the Central District of California for permission to employ Deeth
Williams Wall LLP as special Canadian regulatory counsel.

The Debtor tells the Court that Deeth Williams specializes in all
aspects of intellectual property law, particularly in healthcare,
including biotechnology, pharmaceuticals and consumer products.
The Firm represents Canadian and international clients in
negotiation of all forms of agreements relating to products,
processes and technology.

Deeth Williams will:

   a) represent the Debtor with respect to the Debtor's compliance
      with the regulations of Health Canada and other federal
      regulatory agencies, as well as any applicable provincial
      statutes and regulations, including providing consultation
      to the Debtor regarding the Debtor's compliance with federal
      and provincial regulations regarding the sale and marketing
      of the Debtor's products; and

   b) take other action and perform other services as the Debtor
      may require.

Gordon S. Jepson, Esq., a Deeth Williams partner, that he will be
paid $425 per hour for his work.  Mr. Gordon further disclosed
that M. Sue Diaz bills the Debtor $325 per hour for her work.

Mr. Gordon assures the Court that his Firm does not represent any
interest materially adverse to the Debtor pursuant to Section
327(e) 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.


WORLDCOM INC: Resolves Dispute Over U.S. Defense Dept. Claims
-------------------------------------------------------------
On January 11, 1999, the General Services Administration awarded a
contract for FTS2001 telecommunications services to WorldCom,
Inc., and its debtor-affiliates.

The U.S. Defense Information Systems Agency, Defense Information
Technology Contracting Organization is an authorized ordering
agency pursuant to the Contract.  The Defense Agency is
responsible for handling any billing disputes related to orders it
has placed against the Contract.

The Agency has placed with the Debtors over 27,000 orders for
telecommunications services against the Contract.  Depending on
the type of service ordered, each order was assigned one or more
Communications Services Authorizations.

The Debtors have submitted to the Agency approximately 1,800,000
invoices for payment against those CSAs.  The Agency has
completely paid or partially paid most of the invoices.

However, the Debtors have been unable to bill at the detail
required to receive the remaining payment from the Agency.  The
Agency has identified to the Debtors about 100,000 billing errors.

As of February 28, 2006, the Debtors have Unapplied Cash and
Credits dated November 30, 2005 and prior in their accounts
receivable system from the Agency totaling $5,963,111.

In a Court-approved stipulation, the Debtors and the United
States Department of Defense, on behalf of the Defense Agency,
agree that:

   (a) The Debtors will apply the UCCs toward resolving their
       recorded outstanding accounts receivables for all CSAs
       that were issued during the billing period up to and
       including October 13, 2005;

   (b) The Debtors waive any and all claims they may have to any
       further payment for all CSAs that were issued during the
       billing period until October 31, 2005, with the exception
       of any claims it may have pertaining to certain exempted
       CSAs; and

   (c) The Agreement constitutes the final resolution of Claim
       No. 38575 filed by the U.S. Defense Department, on behalf
       of the Agency.

                          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)


WORLDCOM INC: 1st Circuit Affirms Dist. Ct. Ruling on APG Action
-----------------------------------------------------------------
As previously reported, in December 1998, APG Inc. filed an action
in the United States District Court for the District of Rhode
Island against MCI Telecommunications Corp.  The Action alleged
that MCI engaged in wrongful conduct in connection with the sale
of MCI prepaid telephone cards to CVS Corp., including its refusal
to pay APG, as a sub-distributor or sub-agent, any commissions on
the sale.

The Action alleged claims for tortious interference, unjust
enrichment, breach of contract, and misappropriation of trade
secrets.

APG stated that it proposed to serve as a sub-distributor of
Conserv, a third party distributor that purchased MCI prepaid
cards.  APG and Conserv then entered into a Non-Circumvention/Non-
Disclosure Sales Agreement, which provides that
Conserv would not bypass to avoid payment of fees, commissions or
other benefits.

APG related that it tried to convince CVS to buy MCI prepaid
cards.  However, CVS contracted directly with MCI to buy thousands
of prepaid cards annually.  APG complained that MCI deceitfully
closed the deal on its own at the last minute, taking advantage of
APG's efforts and unfairly depriving the small company of
commissions.

The District Court granted summary judgment in favor of MCI on the
tort and contract claims.

APG took an appeal to the United States Court of Appeals for the
First Circuit from the District Court's Judgment.

                        Breach of Contract

The Court of Appeals agree with the District Court that the
evidence on record would not permit a jury to find that Conserv
acted as MCI's agent in signing the Non-Disclosure Agreement.

The MCI-Conserve Agreement defined Conserv's role to be that of an
independent contractor, and it stated that neither party could
bind the other, the Court of Appeals notes.

Moreover, the limited scope for the agency relationship is
supported by Conserv's non-exclusive status as a distributor for
MCI's prepaid service.  Thus, MCI was explicitly authorized to
generate competition for Conserv by soliciting other distributors.

                            Tort Claims

A jury might well have concluded that MCI unfairly utilized inside
information and misrepresentation to secretly gain an advantage
over an unsuspecting competitor who reasonably thought it was in a
partnership, the Court of Appeals opines.  "This strikes us as
conduct that a jury could view as unjustified interference."

The Court of Appeals determines that the record evidence would
support a finding that Conserv and APG had a real chance of being
chosen to provide CVS with prepaid phone cards, but not a finding
that the outcome was reasonably definite.  "It therefore would be
wholly speculative to find that MCI's entry into the competition
caused a loss of commissions to APG."

                        Unjust Enrichment

A jury can conclude that Conserv and APG invested the time and
effort needed to sell CVS on the MCI program, and that MCI then
came along and collected the benefit without crediting Conserv and
APG for their contribution.

The Court of Appeals opines that the evidence of record appears
sufficient to allow a finding that all three elements of the
unjust enrichment claim were met:

   1. A benefit was conferred on the defendant -- access to the
      CVS account;

   2. The defendant is aware of that benefit; and

   3. There was an acceptance of the benefit in circumstances
      that it would be inequitable for a defendant to retain the
      benefit without paying the value for it.

                  Misappropriation of Trade Secrets

APG asserted that the information contained in Cindy Isaacs', an
MCI prepaid agent manager, e-mail message to Mary McGann, a MCI
in-house sales manager, constituted protectable trade secrets that
MCI unlawfully misappropriated in violation of the Uniform Trade
Secrets Act.

The Court of Appeals agrees with the District Court that the claim
fails as a matter of law.  The information was obtainable within
normal business channels had MCI sought to do so.

Accordingly, the Court of Appeals affirms the District Court's
grant of summary judgment to MCI on the breach of contract claim,
tortious interference claim and misappropriation of trade secrets
claim.

However, the Court of Appeals remand to the District Court the
unjust enrichment claim for further proceedings.

The Court of Appeals rules that APG will recover one-half of its
costs.  The costs are taxed in favor of APG for $773.

                          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)


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Abraxas Petro           ABP         (24)         122       (5)
Accentia Biophar        ABPI         (9)          39      (19)
AFC Enterprises         AFCE        (49)         213       40
Adventrx Pharma         ANX          (8)          24       (9)
Alaska Comm Sys         ALSK        (19)         576       28
Alliance Imaging        AIQ         (40)         675        1
AMR Corp.               AMR      (1,272)      29,918   (1,924)
Atherogenics Inc.       AGIX       (115)         198      173
Bally Total Fitn        BFT      (1,463)         486     (442)
Biomarin Pharmac        BMRN       (77)          195      (29)
Blount International    BLT        (145)         455      112
CableVision System      CVC      (2,414)       9,845     (428)
CCC Information         CCCG        (95)         112       34
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO         (50)       1,080      122
Choice Hotels           CHH        (167)         265      (57)
Cincinnati Bell         CBB        (710)       1,863       16
Clorox Co.              CLX        (528)       3,567     (205)
Cogdell Spencer         CSA         (50)         178      N.A.
Columbia Laborat        CBRX        (15)          15       (3)
Compass Minerals        CMP         (79)         750      195
Crown Holdings I        CCK        (213)       6,885      171
Crown Media HL          CRWN       (123)       1,274      (99)
Deluxe Corp             DLX         (82)       1,426     (277)
Denny's Corporation     DENN       (265)         513      (86)
Domino's Pizza          DPZ        (511)         461        4
DOV Pharmaceutic        DOVP        (19)         102       79
Echostar Comm           DISH       (867)       7,410      247
Emeritus Corp.          ESC        (113)         748      (29)
Emisphere Tech          EMIS        (15)          19       (1)
Encysive Pharm          ENCY        (11)         147      111
Foster Wheeler          FWLT       (313)       1,895     (146)
Gencorp Inc.            GY          (84)       1,002       (3)
Graftech International  GTI        (183)         887      245
Hercules Inc.           HPC         (25)       2,569      331
Hollinger Int'l         HLR        (170)       1,065     (354)
I2 Technologies         ITWO        (71)         202      (34)
ICOS Corp               ICOS        (59)         242      122
IMAX Corp               IMAX        (23)         243       35
Immersion Corp.         IMMR        (17)          45       29
Incyte Corp.            INCY        (19)         374      326
Indevus Pharma          IDEV       (126)         100       65
Investools Inc.         IED         (24)          73      (47)
Koppers Holdings        KOP        (195)         552      132
Kulicke & Soffa         KLIC         (3)         440      217
Labopharm Inc.          DDS          (3)          55       17
Level 3 Comm. Inc.      LVLT       (476)       8,277      242
Ligand Pharm            LGND       (110)         315     (102)
Linn Energy LLC         LINE        (45)         280      (51)
Lodgenet Entertainment  LNET        (70)         261        7
Maxxam Inc.             MXM        (661)       1,048      101
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         (83)       1,668      230
McMoran Exploration     MMR         (58)         408       67
NPS Pharm Inc.          NPSP        (98)         331      234
New River Pharma        NRPH         (6)          54       47
Omnova Solutions        OMN         (15)         360       65
ON Semiconductor        ONNN       (276)       1,148      202
Qwest Communication     Q        (3,217)      21,497   (1,071)
Revlon Inc.             REV      (1,096)       1,044      121
Riviera Holdings        RIV         (31)         212        2
Rural/Metro Corp.       RURL        (89)         310       54
Rural Cellular          RCCC       (481)       1,481      130
Sealy Corp.             ZZ         (288)         906       46
Sepracor Inc.           SEPR       (165)       1,275      769
St. John Knits Inc.     SJKI        (52)         213       80
Sun Healthcare          SUNH         (3)         512      (67)
Tivo Inc.               TIVO        (27)         162       27
USG Corp.               USG        (302)       6,142    1,579
Unigene Labs Inc.       UGNE        (17)          13      (11)
Uranium Res Inc.        URRE        (36)          18      (17)
Vertrue Inc.            VTRU        (30)         446      (82)
Warrior Energy          WARR        (16)         102        6
Weight Watchers         WTW         (81)         835      (38)
Worldspace Inc.         WRSP     (1,492)         724      221
WR Grace & Co.          GRA        (559)       3,517      876

                             *********

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.

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