TCR_Public/060427.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 27, 2006, Vol. 10, No. 99

                             Headlines

AERONAUTICAL SOLUTIONS: Case Summary & 14 Largest Unsec. Creditors
AMKOR TECH: Moody's Holds Junk Rating on $479.4 Million Sub. Notes
ANCHOR GLASS: Settles Property Dispute with Glenshaw and Dufftown
ANCHOR GLASS: Court Okays RTS Packaging Settlement Agreement
ANCHOR GLASS: U.S. Trustee Objects to 2nd Amended Plan Provisions

ARROW ELECTRONICS: Good Performance Cues Fitch's Positive Outlook
ASARCO: Insurer Doesn't Want to be Bound by Asbestos Estimation
ASARCO LLC: Three Parties Object to Claim Filing Procedures
ASARCO LLC: Permits Unions to File Omnibus Proofs of Claim
ASSET BACKED: Moody's Rates Two Certificate Classes at Low-B

AZTAR CORP: Ameristar's $47 Per Share Offer Tops Pinnacle's Bid
B/E AEROSPACE: Earns $13.8 Million of Net Income in First Quarter
BASIC ASSET: Moody's Rates Certificate Classes M-6 & M-7 at Low-B
BEAR STEARNS: DBRS Rates $5.9 Million Class II-A-4 Notes at B
BILLING SERVICES: Moody's Rates Two Proposed Facilities at Low-B

CAMBRIAN COMMUNICATIONS: Judge Mitchell Closes Chapter 11 Cases
CAMPBELL RESOURCES: Inks $15.5 Million Equity Financing Deal
CARDTRONICS INC: Audit Delay Prompts S&P's Negative Outlook
CLARION TECHNOLOGIES: Covenant Defaults Prompt Going Concern Doubt
CLARION TECHNOLOGIES: CFO Walsh Says Bankruptcy Not an Option

COLLINS & AIKMAN: Toyota's Expedited Lease Decision Request Fails
COLLINS & AIKMAN: GM to Appeal Transition Plan to District Court
COLLINS & AIKMAN: Court Approves Stipulation with Active Mould
COMPRESSION POLYMERS: Santana Deal Cues Moody's to Hold Ratings
COMPRESSION POLYMERS: S&P Affirms $245 Million Notes' B- Ratings

COUNTRYWIDE ALTERNATIVE: Moody's Rates Class B-1 Certs. at Ba1
CURATIVE HEALTH: Chap. 11 Filing Cues Moody's to Withdraw Ratings
DANA CORP: Taps Dorsey & Whitney as Special International Counsel
DANA CORP: Selects Ernst & Young to Provide Tax Advisory Services
DANA CORP: Court Approves Hiring Katten as Securities Counsel

DEL MONTE: $1.2 Bil. Purchase Plans Cue Moody's Ba3 Debt Ratings
DEL MONTE: S&P Rates $975 Million Senior Secured Loan at BB
DELTA AIR: Chromalloy Gas Sets Off Credit Against Carrier's Debt
DELTA AIR: Wachovia OKs Adjournment of Adequate Protection Request
DRAKE PRINTING: Case Summary & 20 Largest Unsecured Creditors

ELEVEN SOUTH: Voluntary Chapter 11 Case Summary
EVANS INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors
FALCONBRIDGE LTD: First Quarter 2006 Net Income Rises 163%
FEDERAL-MOGUL: Negotiating & Revising Chapter 11 Plan Terms
GALVEX HOLDINGS: Galvex Capital Hires DiConza Law as Counsel

GLATFELTER CO: S&P Removes $200 Mil. Notes' BB+ Rating from Watch
GENERAL MOTORS: Antitrust Body Approves GMAC Stake Sale
GSAMP TRUST: Moody's May Lower Ratings on Two Security Tranches
HAMILTON SAFE: Case Summary & 20 Largest Unsecured Creditors
HEALTH NET: Improved Performance Prompts S&P to Affirm BB Rating

HEALTHSOUTH CORP: Incurs $446 Million Net Loss in 2005
HEARTLAND PARTNERS: Plans to Dissolve & Liquidate Under Chapter 11
HSI ASSET: Moody's Rates Cert. Classes M-10 and M-11 at Low-B
INTEGRATED DISABILITY: Sells Assets to Reliance Standard for $700K
INTEGRATED ELECTRICAL: Texas Court Confirms Plan of Reorganization

J. CREW: S&P Rates $285 Million Term Loan at B With Positive Watch
JETBLUE AIRWAYS: Posts $32 Million Net Loss in First Quarter
JETBLUE AIRWAYS: Weak Financial Profile Cues S&P's Negative Watch
KERZNER: Baron Cos. Buy Shares & Negotiate $3B Going-Private Deal
KRATON POLYMERS: S&P Rates Proposed $365 Million Facility at B+

LBSBC SECURITIES: Moody's Rates $6.5 Million Class N3 Notes at B2
LEAR CORP: Completes New $1 Billion Financing Transaction
LEVEL 3: High Leverage Cues DBRS to Hold Low-B and Junk Ratings
MAGELLAN HEALTH: S&P Ups Counterparty Credit Rating to BB from B+
MLK RETAIL: Case Summary & 9 Largest Unsecured Creditors

MORGAN STANLEY: S&P Raises $3 Million Class A-8 Notes Rating to B-
MYCOM GROUP: Schumacher Raises Going Concern Doubt
MYCOM GROUP: Sells Software Unit to Rippe & Kingston for $850,000
MURPHY OIL: Moody's Cuts Part of Shelf Rating to (P)Ba1
NASDAQ STOCK: Moody's Rates Three New Bank Facilities at Ba3

NORTHWEST AIRLINES: Wants to Assume Tokyo Property-Related Pacts
NORTHWESTERN CORP: Babcock & Brown Buys Assets for $2.2 Bil. Cash
O-CEDAR HOLDINGS: Court Approves RSI as Trustee's Collection Agent
OGG HARDING: Case Summary & 20 Largest Unsecured Creditors
OWNIT MORTGAGE: Moody's Puts Ba1 Rating on Class B-4 Certificates

P&R HOLDINGS: Voluntary Chapter 11 Case Summary
PANAVISION INC: Refinancing Completion Cues S&P to Up Rating to B-
PERFORMANCE TRANSPORTATION: Taps Watson as Compensation Experts
PLAINS EXPLORATION: Moody's May Lower Ratings After Stock Merger
PLUM CREEK: Moody's Holds (P)Ba2 Preferred Stock Shelf Rating

PURE FISHING: S&P Affirms B+ Rating & Revises Outlook to Negative
REFCO INC: Judge Drain Freezes BAWAG's U.S. Assets
REFCO INC: Ch. 7 Trustee Wants UHY Advisors to Prepare Tax Returns
REFCO INC: Chapter 7 Trustee Wants to Wind Down Taiwan Unit
REMINGTON ARMS: High Leverage Cues Moody's to Downgrade Ratings

REPOSITORY TECH: Case Summary & 20 Largest Unsecured Creditors
RESMAE MORTGAGE: Moody's Places Class B Certificates Rating at Ba1
REYNOLDS AMERICAN: Buying Conwood Sales for $3.5 Billion
REYNOLDS AMERICAN: Acquisition Deal Cues Moody's to Hold Ratings
REYNOLDS AMERICAN: S&P Assigns BB+ Corporate Credit Rating

SALOMON BROS: S&P Downgrades Class K-WGM Certificate Rating to BB+
SHAW COMM: Moody's Rates Proposed CDN$300 Mil. Debentures at Ba2
SHAW COMMS: S&P Rates Planned CDN$300 Mil. Sr. Unsec. Notes at BB+
SIEGEL JEWELERS: Case Summary & 18 Largest Unsecured Creditors
SOVEREIGN BANCORP: Moody's Rates $200MM Pref. Stock Issue at Ba2

ST. LOUIS: Moody's Holds Junk Rating on $98MM Sr. Revenue Bonds
STONE ENERGY: Moody's May Upgrade Ratings Following Stock Merger
SUPERIOR PLUS: S&P Affirms BB+ Rating & Revises Outlook to Neg.
THREE S: Case Summary & 20 Largest Unsecured Creditors
TITAN CRUISE: First American Says Disclosure is Inadequate

TOWER AUTOMOTIVE: Committee Hires Cervantes as Special Counsel
UNIVERSITY HEIGHTS: Court OKs Girvin Ferlazzo as Legal Counsel
US AIRWAYS: Assumes Port Authority Pacts & Nixes $24 Million Claim
US AIRWAYS: Completes Exchange of $112-Mil. Sr. Notes to Stock
USG CORP: Balance Sheet Upside-Down by $496 Million at March 31

WINN-DIXIE: Court Approves Modified AT&T Agreements
WINN-DIXIE: Wants Sedgwick Declared Not Liable in Four Lawsuits
WINN-DIXIE: Res Judicata Bars Louise Clark's $3 Billion Claim
YOUNG CHANG: Ch. 15 Recognition Order Objections Due on May 16

* Layne J. Albert Joins Alvarez & Marsal as Managing Director
* Sheppard Mullin Taps Ethan Feffer as Partner in Orange County

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

AERONAUTICAL SOLUTIONS: Case Summary & 14 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Aeronautical Solutions, LLC
        P.O. Box 597
        Havelock, North Carolina 28532
        Tel: (252) 447-4247

Bankruptcy Case No.: 06-01250

Type of Business: The Debtor sells aircraft engines.

Chapter 11 Petition Date: April 25, 2006

Court: Eastern District of North Carolina (Wilson)

Judge: J. Rich Leonard

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Box 1654
                  New Bern, North Carolina 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Diners Club/Citibank             Trade Debt            $903,871
P.O. Box 44180
Jacksonville, FL 32231-4180

Helicopter Support Inc.          Trade Debt            $191,500
P.O. Box 111068
Trumbull, CT 06611-0868

GE Capital Financial             Trade Debt            $122,016
P.O. Box 520310
Salt Lake City, UT 84152-0310

Titanium Industries              Trade Debt             $45,147

Gulfstream/Gen. Dynamics         Trade Debt             $37,569

American Express                 Trade Debt             $26,000

Creative Precision               Trade Debt             $21,800

JP Trading                       Trade Debt             $15,750

E&O Manufacturing                Trade Debt             $13,758

Chevron                          Trade Debt                $716

GDS-New Bern                     Trade Debt                $189

Pitney Bowes                     Trade Debt                 $68

Mike McKinney                    Contract Labor         Unknown

Ed Szymzah                       Contract Labor         Unknown


AMKOR TECH: Moody's Holds Junk Rating on $479.4 Million Sub. Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the corporate family and long-
term debt ratings of Amkor Technology, Inc., and revised the
ratings outlook to stable from negative.  In addition, the
speculative grade liquidity rating was upgraded to SGL-3 from
SGL-4.

These ratings were affirmed:

   * Corporate Family Rating of B3

   * $300 million Senior Secured Term Loan due October 2010 of B2

   * Senior Unsecured Notes with various maturities totaling
     $1.1 billion of Caa1

   * Subordinated Notes with various maturities totaling
     $479.4 million of Caa3

This rating was upgraded:

   * Speculative Grade Liquidity Rating to SGL-3 from SGL-4

The outlook revision reflects Moody's expectations that the strong
cyclical upturn in the semiconductor industry that began in the
fourth quarter of 2005 will extend into 2006 and enable Amkor to
generate positive free cash flow, improving the company's
financial flexibility.  Although the company generated negative
free cash flow for the full year ended Dec. 31, 2005, it swung to
positive $30 million of free cash flow in the fourth quarter,
after ten consecutive quarters of negative cash flow generation.

The stable outlook also reflects recent initiatives to improve
working capital management and reduce fixed costs through enhanced
asset utilization, headcount reductions and better manufacturing
efficiencies, which should help to partially offset extended
periods of ASP declines.  Finally, recent financial performance
demonstrates evidence of improved mix shifting to advanced
products with more favorable gross margins and greater recovery of
incremental raw materials costs.  In view of the improving
business environment, Moody's believes Amkor's ability to repay
the $146 million convertible debt maturity in March 2007 from
existing sources of funds or cash generation over the next several
quarters has improved.

Chandler, Arizona-based Amkor Technology, Inc., is one of the
largest providers of contract semiconductor assembly and test
services for integrated semiconductor device manufacturers as well
as fabless semiconductor operators.


ANCHOR GLASS: Settles Property Dispute with Glenshaw and Dufftown
-----------------------------------------------------------------
Anchor Glass Container Corporation asks the U.S. Bankruptcy Court
for the Middle District of Florida to approve a Settlement
Agreement with GGC LLC, aka Glenshaw Glass Company, and Dufftown
Real Estate Limited Partnership.

Prior to filing for bankruptcy protection, the Debtor and GGC
exchanged certain molds and related materials used in the
container manufacturing process.  Glenshaw has a pending
bankruptcy petition in the United States Bankruptcy Court for the
Western District of Pennsylvania.

In June 2005, Glenshaw commenced an adversary proceeding against
Anchor Glass in the Pennsylvania Bankruptcy Court, seeking the
immediate recovery of certain glass-making molds in Anchor Glass'
possession.  Glenshaw also alleged that Anchor Glass was
improperly using the molds.

In August 2005, Glenshaw obtained from the Pennsylvania
Bankruptcy Court a default judgment against Anchor Glass on the
Complaint, and an order granting Glenshaw injunctive relief
against Anchor Glass, as a result of Anchor Glass' alleged
continued use of the molds.

In October 2005, the Pennsylvania Bankruptcy Court approved the
sale of substantially all of Glenshaw's assets, including the
rights Glenshaw had in the subject molds, to Dufftown.

On Feb. 10, 2006, Anchor Glass asked the Pennsylvania Bankruptcy
Court to open and set aside the default judgment and injunction
order.

The Pennsylvania Bankruptcy Court held a hearing to consider
Anchor Glass' request and directed the parties to resolve the
matter amicably.

To resolve the outstanding issues among them, Anchor Glass,
Glenshaw and Dufftown agree that:

   (a) Anchor Glass will be permitted to retain possession of the
       molds allegedly belonging to Glenshaw, and Dufftown will
       be permitted to retain possession of the molds allegedly
       belonging to Anchor Glass;

   (b) Anchor Glass, Glenshaw and Dufftown will each file a
       motion seeking approval of the Settlement Agreement in the
       appropriate bankruptcy courts;

   (c) Glenshaw and Dufftown will seek to reopen the Adversary
       Proceeding for purposes of causing withdrawal of the
       complaint and injunctive motion, as well as causing the
       court to vacate the default judgment and injunction order;

   (d) Upon approval of the motions seeking approval of the
       Settlement Agreement, Anchor Glass will pay $115,000 to
       Dufftown; and

   (e) The parties will execute mutual releases.

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


ANCHOR GLASS: Court Okays RTS Packaging Settlement Agreement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
approved the Settlement Agreement resolving Anchor Glass Container
Corporation's dispute with RTS Packaging, LLC.

The Settlement Agreement grants RTS an administrative claim
against the Debtor for $27,500, and allows RTS to file an amended
unsecured claim for $595,412.

As reported in the Trouble Company Reporter on Sept. 20, 2005,
RTS, a seller of cardboard partitions, asked the Bankruptcy Court
to affirm its right to reclamation and grant a replacement lien
with respect to certain goods ordered by the Debtor.
Alternatively, RTS asked the Court to direct the Debtor to
immediately pay $160,304 as an expense of administration to RTS.

The Debtor said that RTS' demand for the return of goods did not
sufficiently identify the goods.  Also, the Debtor pointed out
that any goods allegedly subject to RTS' demand were not in the
Debtor's possession at time of the demand.

The Debtor and RTS investigated the merits of the Complaint and
the defenses asserted by the Debtor in its Answer, and agreed to
compromise and settle all disputes relating to the Complaint.

The Settlement Agreement provided that:

    (a) RTS will have an administrative claim for $27,500;

    (b) RTS will also file an amended unsecured claim for
        $595,412, reflecting the balance owed by Anchor Glass.

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


ANCHOR GLASS: U.S. Trustee Objects to 2nd Amended Plan Provisions
-----------------------------------------------------------------
The U.S. Trustee for Region 21 asks the U.S. Bankruptcy Court for
the Middle District of Florida to deny confirmation of Anchor
Glass Container Corporation's 2nd Amended Plan of Reorganization.

The U.S. Trustee objects to the release, exculpation of liability,
and indemnification provisions of the Debtor's Plan.

Benjamin E. Lambers, Esq., in Tampa, Florida, relates that the
Plan limits the exculpation and release of persons who have
engaged in criminal conduct, willful misconduct, gross negligence,
or fraud or acted in apparent breach of duty to a client.  
However, the Plan requires the action to be brought before the
Effective Date, Mr. Lambers points out.

Section 524(e) of the Bankruptcy Code generally prohibits the
discharge of non-debtor third parties through the confirmation
process.  Mr. Lambers says that, at a minimum, the Debtor must
demonstrate that a basis exists for its releases, exculpation of
liability and indemnification provisions.

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


ARROW ELECTRONICS: Good Performance Cues Fitch's Positive Outlook
-----------------------------------------------------------------
Fitch Ratings revised Arrow Electronics, Inc.'s Rating Outlook to
Positive from Stable.  The company's 'BB+' issuer default rating,
and 'BB+' senior unsecured notes and senior unsecured bank credit
facility are affirmed.  Fitch's action affects approximately $1.2
billion of debt.

The Positive Rating Outlook reflects Fitch's belief that Arrow's
stronger and more consistent operating and financial performance
will continue through the near term, driven by additional market
share gains, particularly in Asia-Pacific, and ongoing cost
containment efforts.  While visibility remains limited, a healthy
supply and demand balance across businesses and geographies exists
and should drive sales growth in 2006 equivalent to approximately
2-3x worldwide gross domestic product.  

Arrow's operating results are also expected to become less
volatile over time as the company increases its already
substantial geographic, end market, and customer diversification
by growing its APAC components business (approximately 13% of 2005
sales) and computer products (approximately 20%).  Results for the
quarter ended March 31, 2006 were stronger than Fitch anticipated,
as organic sales increased 8% over the prior year, representing
Arrow's 13th consecutive year-over-year quarter of positive sales
growth.  Profitability continued to expand, despite the short-term
dilutive impact to operating margins of recent acquisitions and
margin contraction in Arrow's computer products segment.  Arrow's
operating profit margin increased to 4.6% for the latest 12 month
ended March 31, 2006 from 4.1% for the comparable year ago period.
Fitch expects operating profit margins to remain at or above 4.5%
through the near term.

The Rating Outlook reflects Fitch's expectation that Arrow's
working capital efficiency metrics will remain near current
levels, resulting in more consistent annual free cash flow, which
is likely to exceed $200 million for 2006.  Due to a more rational
competitive environment, Arrow has been able to maintain lower
inventory levels, resulting in a working capital to sales ratio of
approximately $0.20 for the last three years, versus $0.26 for
2002.  As a result, the company generated more than $750 million
of free cash flow while growing sales in excess of 15% over this
time frame.  On a normalized basis, Fitch believes the components
distributors can grow sales at rates of up to 10% without using
cash from operations.  In addition, the components distributors
generate significant cash from operations in a declining sales
environment by unwinding inventories, as occurred during the
information technology downturn of 2001-2002.

Incorporated into the Positive Outlook is Fitch's expectation that
Arrow will use a portion of annual free cash flow for further debt
reduction over the next few years, consistent with Fitch's belief
that components distributors do not require long-term debt to
operate, particularly given Arrow's solid liquidity position and
aforementioned free cash flow profile.  Arrow reduced debt by
approximately $170 million during the quarter ended March 31,
2006, resulting in total debt reduction of more than $800 million
over the past three years.  Arrow's still substantial long-term
debt along with that of its main competitor, Avnet Inc.
('BB'/Positive Outlook by Fitch), reflects both companies'
significant historical consolidation activity.

While recognizing the company's dominant market share in North
America and European components markets as a result of this
consolidation, Fitch believes that Arrow's use of a similar
strategy to consolidate APAC components markets or European
computer products markets could result in pressured ratings.
Nonetheless, anticipated debt reduction in conjunction with
consistent profitability should result in ongoing strengthening of
credit protection measures.  Fitch expects total debt adjusted for
rent expense to operating EBITDAR will remain below 3.0x compared
with 2.6x for the LTM ended March 31, 2006 and 3.3x for the year
ago period.  Operating EBITDA to interest expense should continue
to exceed 6.0x after improving to more than 6.5x in the LTM period
from 6.2x in the prior year period.

The ratings continue to be supported by:

    * Arrow's leading market positions;

    * meaningfully improved working capital management, as well as
      a demonstrated ability to generate significant cash flow
      from working capital during a downturn;

    * a well diversified supplier and small- to medium-size
      customer base; and

    * continued growth of the more stable computer products
      segment.

In addition, Fitch believes the components distributors are
increasingly important to the electronics supply chain, as
suppliers have stated their intention to increase the percentage
of total sales through the distribution channel, thereby
efficiently reaching the highly profitable SMB market.  

The ratings still consider:

    * Arrow's exposure to the cyclical demand patterns and
      volatile cash flows associated with the semiconductor market
       (55%-60% of sales);

    * the significant investment levels for Arrow to increase its
      share in the faster growing Asia-Pacific region; and

    * thin operating margins for the components distributors,
      which Fitch believes will remain below historical levels
      despite ongoing efforts to expand into higher margin service
      offerings.

As of March 31, 2006, liquidity was sufficient to meet near-term
maturities and was supported by:

    * cash and cash equivalents of approximately $380 million;

    * an undrawn $600 million senior unsecured revolving credit
      facility expiring June 2010; and

    * an undrawn $550 million accounts receivable securitization
      facility expiring Feb. 2008.

Relatively consistent annual free cash flow is also expected to
support liquidity going forward, although Fitch believes Arrow is
likely to use future free cash flow for a combination of debt
reduction, acquisitions, and share repurchases.  While Arrow has
sufficient resources available to fund its current $100 million
stock repurchase program authorization in 2006, significant
further shareholder friendly actions could result in negative
rating actions.

Total debt was approximately $1.2 billion as of March, 31, 2006,
consisting of:

    * approximately $170 million of 7% senior notes due 2007;
    * $200 million of 9.15% senior debentures due 2010;
    * $350 million of 6.875% notes due 2013;
    * $200 million of 6.875% senior debentures due 2018; and
    * $200 million of 7.5% senior debentures due 2027.


ASARCO: Insurer Doesn't Want to be Bound by Asbestos Estimation
---------------------------------------------------------------
As reported in the Troubled Company Reporter on April 4, 2006,
ASARCO LLC asked the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi, to estimate its asbestos
liabilities, if any, for derivative asbestos claims.  ASARCO also
asked the Court to approve its proposed claims estimation process.

                           FFIC Objects

ASARCO LLC does not propose for Fireman's Fund Insurance Company
or any other party-in-interest, other than itself, the Official
Committee of Unsecured Creditors and the Asbestos Subsidiary
Debtors and the Future Claims Representative, to participate in
the estimation proceeding.

If that is the case, then FFIC cannot be bound by findings made
in the estimation proceeding, Veronica Martinsen Bates, Esq., at
Hermes Sargent Bates, in Dallas, Texas, asserts.

FFIC does not oppose the concept and recognizes the utility of an
estimation proceeding solely for plan confirmation purposes.   
However, Ms. Bates asserts that without FFIC's participation, the
Debtors should not be allowed to use the results of the estimation
proceeding as a sword against FFIC in any insurance coverage
litigation.

Accordingly, the FFIC asks the Court to include in any case
management order governing any estimation proceedings appropriate
protective "insurance neutrality" terms to the effect that any
estimation of Derivative Asbestos Claims is not binding on FFIC
for any insurance coverage, and may not be used against FFIC for
indemnification coverage.

In the alternative, FFIC asks the Court to provide it with the
right to fully and meaningfully participate in any estimation
proceeding.

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

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

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


ASARCO LLC: Three Parties Object to Claim Filing Procedures
-----------------------------------------------------------
As reported in the Troubled Company Reporter on April 4, 2006,
ASARCO LLC asked the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to:

    (a) establish deadlines for filing of claims;

    (b) approve proof of claim forms; and

    (c) approve bar date procedures and the form and manner of
        notices of the Bar Dates.

ASARCO asked the Court to establish June 16, 2006, as the last day
by which persons and entities, including governmental units,
holding prepetition claims, must file proofs of claim.

ASARCO also asked the Court to set Aug. 9, 2006, as the last day
for filing asbestos-related proofs of claim.

                            Objections

(1) El Paso, Texas

ASARCO LLC proposed that creditors will be provided with actual
bar date notice only 44 days before the Bar Date, and newspaper
publication notice only 30 days before the Bar Date.

H. Christopher Mott, Esq., at Gordon & Mott PC, in El Paso,
Texas, argues that the notice periods are too short and provide
inadequate notice to individual environmental claimants of the
claims bar date.

Mr. Mott notes that ASARCO and its predecessors have produced
lead, zinc, copper and sulfuric acid at its smelter facility in
El Paso, Texas, for over 100 years.  As a result, El Paso,
surrounding communities and their citizens have been exposed to
contamination of lead, arsenic and other contaminants from
ASARCO's smelter.  Thus, Mr. Mott says, there are hundreds, if
not potentially, thousands of individual environmental claimants
located in the El Paso and other surrounding areas.

Mr. Mott asserts that individual environmental claimants should
be given adequate notice of the claims bar date in time to
actually file a proof of claim.  Additional time is also
necessary for translation and communication issues, since Spanish
is the primary language of some of the environmental claimants.

Accordingly, the City of El Paso objects to the length of the
proposed noticing periods in ASARCO's Bar Date Motion.

(2) Asbestos Creditors Committee

The Official Committee of Unsecured Creditors of the Asbestos
Subsidiary Debtors complain that the proposed Bar Dates are
unnecessary, impractical and inefficient.

The Asbestos Committee asserts that the sole result from the
imposition of an Asbestos Bar Date will be the potential denial
of legal recourse and just compensation for many of the claimants
poisoned by the Debtors' years of asbestos use.

Bar dates are not essential to the finality of a bankruptcy case,
Jacob L. Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka,
PC, in Dallas, Texas, contends.  Indeed, the Bankruptcy Code does
not require the imposition of a bar date as threshold
requirements for consideration of creditors' claims.

The Asbestos Committee objects to the proposed August 9, 2006
Asbestos Bar Date as it is less than four months after the
request is set to be heard, and only three weeks after ASARCO
distributes its subjective exemption list.  The time is very
short for the asbestos claimants to evaluate and digest the Bar
Date Notice Package, Mr. Newton says.

ASARCO's potential across-the-board objections to numerous
asbestos claims will initiate separate "contested matters".   
Given that ASARCO has close to 100,000 asbestos claims, the
individual adjudications will take years to be accomplished, Mr.
Newton says.

Nevertheless, the Asbestos Committee recognizes the Debtors' need
for information concerning the amount of their potential asbestos
exposure.  Thus, the Asbestos Committee has been negotiating with
the Debtors for certain modifications to the Debtors' proposed
Asbestos Claims Electronic Database Instructions.

The Asbestos Committee proposes these modifications to the bar
date procedures:

   (a) The initial date for providing electronic database
       information to the Debtors should be extended to least
       until June 30, 2006.

       Asbestos claimants will need at least 60 days to cure any
       alleged deficiencies in providing the electronic database
       information.

       The period between the publication of the Exemption List
       and the deadline to file asbestos proofs of claim should
       be extended from 20 days to six weeks.

   (b) Rather than requiring 100% compliance, the Debtors should
       deem acceptable a law firm that provides relevant
       electronic database information for 80% of its asbestos
       victims.

   (c) Title of the cover letter should be changed to "Important
       Information Regarding Option to Submit Asbestos Claims
       Electronic Database In Lieu of the Asbestos-Related Proof
       of Claim Form".

       The Debtors' proposed title is misleading in that it
       suggests that the document is merely a "cover letter" when
       in fact it imposes important procedural hurdles.

   (d) Certain of the Preliminary Questions should be amended.

   (e) The "unique client identifier" may implicate privileged
       work product issues, and is irrelevant to any issue
       involving the Debtors.  The question should be stricken
       from the Asbestos Claims Electronic Database.

   (f) The Asbestos Committee also proposes changes to the
       sections of the Asbestos Claims Electronic database
       dealing with pending lawsuits.

   (g) Any reference to the phrase "derivative claim" should be
       stricken as confusing and requiring asbestos claimants to
       provide a legal opinion.

Without the modifications, the Asbestos Committee asks the Court
to reject the proposed Bar Dates.

(3) U.S. Government

The United States Department of the Interior oversees mining
activities on Indian lands through its Bureau of Indian Affairs,
Bureau of Land Management and Minerals Management Service.

The United States of America, on behalf of the Department of
Interior, asks the Court to deny ASARCO's request to the extent
that it seeks to exclude from the category of "Rejection Claims"
any claims which might arise out of or relate to leases of Indian
lands by ASARCO on the San Xavier Reservation -- Mission Mine
Lease Claims -- to the extent that those leases remain subject to
rejection by ASARCO.

ASARCO's San Xavier Mission Mine operations are subject to two
leases with BIA, acting on behalf of individual Indian landowners
who were allotted land under the General Allotment Act of 1987;
and 21 separate leases with the allottees themselves.

John Stemplewicz, Esq., in Washington, D.C., asserts that because
all Mission Mine Lease Claims are excluded from "Rejection
Claims", the Bar Date Motion apparently imposes the burden of
creating hypothetical claims based on theoretical rejections
which may never occur if ASARCO exercises the option it retains
to assume the leases.  This requirement would be imposed on no
other unexpired lease or executory contract.

"The Motion provides no rationale for imposing this extraordinary
obligation on Mission Mine lessors or for differentiating between
Mission Mine Lease rejection claims and other rejection claims,"
Mr. Stemplewicz tells the Court.

The Bar Date Motion's proposed requirement -- to file claims that
do not and may never exist -- is anomalous, Mr. Stemplewicz
argues.  The pre-rejection claim filing requirement is not only
anomalous, it is also impermissible under the Bankruptcy Code.

                  ASARCO Seeks Protective Order

In its Bar Date Motion, ASARCO asked the Court to direct asbestos
claimants opting to submit a hard-copy proof of claim to include
their social security number so that claims can be tracked and
matched.  Asbestos claimants can obtain an exemption from filing
a proof of claim if they provide information, including their
social security number, in electronic form.

To protect the privacy interests of the asbestos claimants,
ASARCO asks the Court to enter an order limiting the
dissemination, access, and use of asbestos claimants' social
security numbers.

Specifically, ASARCO asks the Court to rule that information
relating to social security numbers provided by asbestos
claimants may only be used for purposes of its bankruptcy
proceeding and may not be disclosed to anyone other than the
attorneys for the Debtors and those experts who sign an
undertaking not to disclose the social security numbers to third
parties.

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

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

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


ASARCO LLC: Permits Unions to File Omnibus Proofs of Claim
----------------------------------------------------------
Numerous groups of ASARCO LLC's employees are or have been
represented for purposes of collective bargaining by labor
organizations, including:

   * United Steel, Paper and Forestry, Rubber, Manufacturing,
     Energy, Allied Industrial and Service Workers International
     Union and certain of its local union affiliates;

   * Local 2181 of International Association of Machinists and
     Aerospace Workers;

   * Locals 518, 570, and 602 of the International Brotherhood of
     Electrical Workers;

   * Local 741 of the United Association of Journeymen and
     Apprentices of the Plumbing and Pipe Fitting Industry;

   * Local 627 of the International Brotherhood of Boiler Makers,
     Iron Ship Builders, Black Smiths, Forgers and Helpers;

   * Millwrights Local 1914;

   * the General Teamsters, State of Arizona, Local 104; and

   * Local 428 of the International Union of Operating Engineers.

Representatives of the United Steelworkers have advised ASARCO
that they intend to file an omnibus proof of claim, on behalf of
their bargaining unit employees, retirees and benefit-plan
dependents that it represents, concerning obligations arising
under USW's current and previous collective bargaining agreements
with ASARCO.

Accordingly, ASARCO enters into a stipulation to authorize the
United Steelworkers and other labor organizations to file omnibus
proofs of claim, on behalf of their bargaining unit employees,
retirees and benefit-plan dependents.

The USW proof of claim will include claims for damages incurred
by USW-represented retirees as asserted in the adversary
proceeding titled ASARCO Incorporated, et al. v. United
Steelworkers of America, et al., filed in the United States
District Court for the District of Arizona, Phoenix Division.  
The proceeding has been transferred to United States Bankruptcy
Court for the Southern District of Texas.

In the event that a particular labor organization files a Union
Proof of Claim, the parties agree that no other proof of claim
need to be filed by a bargaining unit employee, retiree or
dependent.

The stipulation, however, does not preclude an employee, retiree,
or dependent from filing his own proof of claim if he elects.

Nor does the stipulation exempt an employee, retiree or dependent
from complying with any order or notice in the Debtors'
bankruptcy cases, including any notice of the deadline to file
proofs of claim, with respect to any claim that is not concerning
an obligation arising under ASARCO's CBAs and encompassed by a
Union Proof of Claim.

The stipulation will not be held to obligate any labor
organization, other than the USW, to file a Union Proof of Claim.

However, where a labor organization has filed a Union Proof of
Claim, ASARCO will be privileged to compromise any obligation
arising under that Union Proof of Claim through dealing with the
labor organization that filed the proof of claim.

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

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

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


ASSET BACKED: Moody's Rates Two Certificate Classes at Low-B
------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Asset Backed Securities Corporation, Home
Equity Loan Trust, Series OOMC 2006-HE3, and ratings ranging from
Aa2 to Ba2 to the subordinate certificates in the deal.

The securitization is backed by Option One Mortgage Corporation
originated adjustable-rate and fixed-rate subprime mortgage loans.  
The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, excess spread,
overcollateralization, and an interest rate swap agreement.  
Moody's expects collateral losses to range from 4.90% to 5.40%.

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

The complete rating actions are:


               Asset Backed Securities Corporation,
           Home Equity Loan Trust, Series OOMC 2006-HE3

                     * Class A1, Assigned Aaa
                     * Class A2, Assigned Aaa
                     * Class A3, Assigned Aaa
                     * Class A4, Assigned Aaa
                     * Class A5, Assigned Aaa
                     * Class M1, Assigned Aa2
                     * Class M2, Assigned Aa3
                     * Class M3, Assigned A1
                     * Class M4, Assigned A2
                     * Class M5, Assigned A3
                     * Class M6, Assigned Baa1
                     * Class M7, Assigned Baa2
                     * Class M8, Assigned Baa3
                     * Class M9, Assigned Ba1
                     * Class M10, Assigned Ba2


AZTAR CORP: Ameristar's $47 Per Share Offer Tops Pinnacle's Bid
---------------------------------------------------------------
Aztar Corporation's (NYSE: AZR) Board of Directors determined that
a further revised definitive offer received on April 24, 2006,
from Ameristar Casinos, Inc. to acquire Aztar is a superior
proposal when compared to the terms of Aztar's current merger
agreement, as amended, with Pinnacle Entertainment, Inc.

               Terms of Ameristar's Revised Offer

Ameristar would acquire Aztar in a merger transaction in which the
holders of Aztar common stock would receive $47 per share in cash
and the holders of Aztar's Series B preferred stock would receive
$497.09 per share in cash.  The revised definitive offer included
a signed merger agreement.  Ameristar also provided a signed
financing commitment letter.

Ameristar stated in its revised definitive offer that the offer
will remain open until, and will automatically expire if not
accepted by, 2:00 p.m. (Las Vegas time) on Friday, April 28, 2006.

              Terms of the Aztar-Pinnacle Agreement

Aztar must wait three business days before it can terminate the
merger agreement with Pinnacle and enter into a merger agreement
with another party.  Aztar and Pinnacle amended their merger
agreement on April 23, 2006 to increase the purchase price for
each share of Aztar common stock to $45.00 in cash.  Aztar's Board
is not making any recommendation at this time with respect to the
revised Ameristar offer, and there can be no assurance that
Aztar's Board will approve any such transaction or that a
transaction will result.

                       About Ameristar Casinos

Based in Las Vegas, Nevada, Ameristar Casinos, Inc. --
http://www.ameristarcasinos.com/-- engages in the development,   
ownership, and operation of casinos and related entertainment
facilities in the United States.

                      About Aztar Corporation

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

                          *     *     *

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


B/E AEROSPACE: Earns $13.8 Million of Net Income in First Quarter
-----------------------------------------------------------------
B/E Aerospace, Inc. (Nasdaq: BEAV), recorded first quarter
revenues of $247.2 million.  First quarter operating earnings of
$31.1 million were 56.3% higher than the same period in the prior
year.  First quarter operating margin of 12.6% expanded by 250
basis points versus the same period in the prior year.

Earnings before income taxes of $19.8 million more than quadrupled
versus the same period in the prior year, despite $1.8 million
charge for early debt extinguishment.  Net earnings for the
current quarter were $13.8 million, up $9.7 million or 237% versus
$4.1 million in the same period in the prior year.  

Record backlog at March 31, 2006, stood at $1.3 billion, an
increase of approximately 70% from backlog at March 31, 2005, and
nearly 20% from December 31, 2005. Bookings for the quarter ended
March 31, 2006, were in excess of $500 million, a record for any
quarter in the company's history.

Operating earnings for the first quarter of 2006 of $31.1 million
increased by 56.3% as compared to the same period last year.  The
substantial increase in operating earnings was driven by continued
revenue growth, earnings growth and margin expansion in each of
B/E's commercial aircraft, distribution and business jet segments.

Interest expense for the first quarter of 2006 of $9.5 million was
$5.6 million lower than interest expense recorded in the same
period in the prior year.  Interest expense decreased in the
first quarter of 2006 as a result of the early retirement of
$250 million of senior subordinated notes in January 2006.

The company recorded a $1.8 million charge in the first quarter of
2006 related to this debt prepayment.  

               Liquidity and Balance Sheet Metrics

In January 2006 the company redeemed all of its $250 million of
senior subordinated notes due 2008 with the net proceeds of its
successful December 2005 common stock offering.

At March 31, 2006 the company's net debt-to-net capital ratio was
32%.  Net debt at March 31, 2006, stood at $288 million, which
represents total debt of approximately $429 million, less cash and
cash equivalents of approximately $140 million.

At March 31, 2006, there were no bank borrowings outstanding, and
no principal payments are due on the company's long-term debt
until 2010.  Depreciation and amortization for the three months
ended March 31, 2006, and 2005 were $7.0 million and $7.2 million.  
Capital expenditures for the three months ended March 31, 2006,
and 2005 were $4.4 million and $3.2 million.

     Recent Program Wins and Record Backlog Bolster Outlook

The company generated record bookings and backlog during the first
quarter of 2006 driven primarily by aftermarket premium class
retrofit awards, including:

   -- United Airlines selected the company to retrofit its entire
      wide-body fleet with premium class products in a program
      initially valued at approximately $165 million.  This
      retrofit program, the industry's largest to date, has now
      been upgraded to $215 million and will begin to deliver in
      2007; and

   -- The company was awarded over $190 million of follow-on
      orders from existing customers for a variety of seating
      products, a broad array of food and beverage preparation and
      storage equipment, and engineering and integration programs.

Bookings for the quarter of approximately $500 million, which
increased by over $200 million versus the same quarter in the
prior year, drove the company's backlog to a record $1.3 billion,
representing an increase of over 70% as compared to the
March 31, 2005 backlog.

"Bookings for the quarter set another record for the company.  
The United Airlines premium class retrofit award was particularly
gratifying due to both its size, the industry's largest, and
the scope of the project.  Equally important were the numerous
follow-on orders we received during the quarter from existing
customers to retrofit the premium classes of their aircraft.  We
expect these program awards to continue to expand our market
shares as these programs begin to deliver, as our customers begin
to take delivery of larger numbers of new aircraft, and as they
expand their existing retrofit programs to address their coach
class cabins," said Amin J. Khoury, Chairman and Chief Executive
Officer of B/E Aerospace.

Commenting on the strength of the market, Mr. Khoury continued,
"As we've mentioned before, we are particularly encouraged by the
continued strong RFQ activity and ongoing discussions with our
customers.  The airline activity level at the recent Hamburg
aircraft interiors show reinforced the strong interest by the
airlines to invest in cabin interior upgrades.  Virtually every
major international airline is either in the process of upgrading
the premium class compartments of their international fleets of
twin-aisle aircraft or in discussions to do so.  The upgrade
discussions include reconfiguration and integration engineering
programs, premium class seating, food and beverage preparation and
storage equipment and mood lighting products.  Additionally, the
international airlines are now beginning to address premium class
requirements for their new buy wide-body aircraft."

"In addition, our stronger than expected bookings, our record
backlog level, robust industry conditions and the high level of
customer interest have bolstered our confidence and significantly
increased our visibility into 2007 and 2008," concluded Mr.
Khoury.

                       About B/E Aerospace

B/E Aerospace, Inc. -- http://www.beaerospace.com/-- is the  
world's leading manufacturer of aircraft cabin interior products,
and a leading aftermarket distributor of aerospace fasteners.  B/E
designs, develops and manufactures a broad range of products for
both commercial aircraft and business jets. B/E manufactured
products include aircraft cabin seating, lighting, oxygen, and
food and beverage preparation and storage equipment.  The company
also provides cabin interior design, reconfiguration and
passenger-to-freighter conversion services.  Products for the
existing aircraft fleet -- the aftermarket -- generate about 60%
of sales.  B/E sells and supports its products through its own
global direct sales and product support organization.  

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Moody's Investors Service raised the ratings of B/E Aerospace,
Inc., Corporate Family Rating to B1 from B3.  Moody's says the
ratings outlook is stable.  


BASIC ASSET: Moody's Rates Certificate Classes M-6 & M-7 at Low-B
-----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Basic Asset Backed Securities Trust
2006-1, Mortgage Pass-Through Certificates, Series 2006-1, and
ratings ranging from Aa2 to Ba2 to the subordinate certificates in
the deal.

The securitization is backed by Encore Credit Corp., Funding
America, LLC, and various other originated adjustable-rate and
fixed-rate subprime mortgage loans acquired by BICEP Owner Trust
and BICEP Owner Trust II.  The ratings are based primarily on the
credit quality of the loans, and on the protection from
subordination, excess spread, overcollateralization, and an
interest rate swap agreement.  Moody's expects collateral losses
to range from 5.50% to 6.00%.

Ocwen Loan Servicing, LLC will service the loans and Wells Fargo
Bank, N.A. will act as master servicer.  Moody's assigned Ocwen
its servicer quality rating of SQ2- as a primary servicer of
subprime 1st-lien loans and Wells Fargo its top servicer quality
rating as a master servicer.

The complete rating actions are:

           Basic Asset Backed Securities Trust 2006-1,
        Mortgage Pass-Through Certificates, Series 2006-1

                    * Class A-1, Assigned Aaa
                    * Class A-2, Assigned Aaa
                    * Class A-3, Assigned Aaa
                    * Class M-1, Assigned Aa2
                    * Class M-2, Assigned A2
                    * Class M-3, Assigned Baa1
                    * Class M-4, Assigned Baa2
                    * Class M-5, Assigned Baa3
                    * Class M-6, Assigned Ba1
                    * Class M-7, Assigned Ba2


BEAR STEARNS: DBRS Rates $5.9 Million Class II-A-4 Notes at B
-------------------------------------------------------------
Dominion Bond Rating Service assigned these ratings to the group
II NIM Notes, Series 2006-16, issued by Bear Stearns Structured
Products Inc. NIM Trust 2006-16:

   * $23.4 million, Class II-A-1 -- New Rating A (low)
   * $2.9 million, Class II-A-2 -- New Rating BBB (low)
   * $1.4 million, Class II-A-3 -- New Rating BB (high)
   * $5.9 million, Class II-A-4 -- New Rating B

The NIM Notes are backed by a 100% interest in the Class C
Certificates issued by SACO I Trust, 2006-4.  The underlying Class
C Certificates will be entitled to receive the excess cash flows
as well as prepayment charges, if any, generated by the Mortgage
Loans each month after payment of all the required distributions.  
The NIM Notes will also be entitled to the benefits of the
Underlying Swap Agreement with Bear Stearns Financial Products,
Inc.

Payments on the group II NIM Notes will be made on the 25th of
each month commencing in April 2006.  Interest and then principal
will be paid sequentially to the group II Class II-A-1, II-A-2,
II-A-3, and II-A-4 noteholders until the principal balance of each
such class has been paid to zero.  Any remaining amounts will be
paid in full to the holders of the Class C Notes issued by the NIM
Trust.  The Class C Notes as well as groups I, III, and IV NIM
Notes are not rated by DBRS.

The mortgage loans in the Underlying Trust were originated or
acquired by various originators, including American Home Mortgage
Investment Corp. and New Century Mortgage Corp.  All loans are
fixed-rate, second-lien mortgage loans, which are subordinate to
the senior-lien mortgage loans on the respective properties.

For more information on this credit or on this industry, please
visit http://www.dbrs.com/


BILLING SERVICES: Moody's Rates Two Proposed Facilities at Low-B
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$205 million first lien credit facility and a B3 rating to the
proposed $55 million second lien credit facility of certain
operating subsidiaries of Billing Services Group Limited, a
publicly traded holding company.  Moody's also assigned a B1
corporate family rating to BSG and concurrently withdrew the B2
corporate family rating previously assigned to Billing Concepts,
Inc.  The rating outlook is stable.

Proceeds from the first and second lien term loans are expected to
be used to refinance U.S. and European borrowings incurred in 2005
in connection with a recapitalization and the acquisition of EDS
Interoperator Services GmbH, a provider of billing and clearing
solutions for European wireless providers.

The primary factors supporting BSG's B1 corporate family rating
are the increased customer, geographic and service diversification
after the EDS IOS acquisition, leading market positions, solid
cash flow and leverage metrics for the ratings category and good
prospects for volume growth in European wireless markets.  The key
factors constraining the ratings are the continuing shift towards
wireless and internet telephony in the North American market, weak
financial condition of certain members of its North American
customer base and aggressive price competition in the European
wireless market.

Moody's assigned this rating to BSG:

   * Corporate family rating, rated B1

Moody's assigned these ratings to Billing Services Group North
America, Inc., a wholly owned U.S. operating subsidiary of BSG:

   * $85 million first lien term loan facility due 2012, rated B1

   * $15 million first lien revolving credit facility due 2011,
     rated B1

   * $55 million second lien term loan facility due 2013,
     rated B3

Moody's assigned this rating to BSG Clearing Solutions GmbH, a
wholly owned German operating subsidiary of BSG:

   * $105 million first lien term loan facility due 2012,
     rated B1

Moody's prospectively withdrew these ratings of Billing Concepts,
Inc.:

   * $102 million first lien credit facility due 2010 comprised
     of a $10 million revolving credit facility and a $92 million
     term loan facility, rated B2

   * $40 million second lien term loan due 2011, rated Caa1

   * Corporate family rating, rated B2

The ratings are subject to the review of the final executed
documents.

The stable ratings outlook anticipates relatively flat revenues
and operating profit in the intermediate term with free cash flow
used to reduce term loan borrowings.  Although BSG is expected to
benefit from roaming volume growth and strong margins in Europe,
price competition may limit profitability improvements.  In North
America, declining wireline volume should be largely offset by
increased outsourcing and growth in billing for non-regulated
services.

Given the company's relatively small size for the rating category
and concern as to whether BSG can substantially improve
profitability from current levels, Moody's does not expect to
upgrade the ratings in the near term.  However, sustainable
profitability growth over the next 18 months accompanied by
accelerated debt reduction such that Debt to EBITDA declines to
under 3 times could lead to a change in the outlook to positive.
Such a sustained increase in profitability would demonstrate that
BSG can grow despite a declining wireline market in North America
and strong competition in Europe.

The ratings could be downgraded if profitability declines
substantially from current levels because of pricing pressures,
lost customers or volume declines from existing customers.  A
large debt financed acquisition or recapitalization would also
likely pressure the rating.

The B3 rating assigned to the second lien credit facility
recognizes the effective subordination of second lien debt to a
substantial level of first lien debt and substantially lower
expected recovery values in the event of default.

BSG, with North American headquarters in Glenview, Illinois and
European headquarters in Russelsheim, Germany, is a publicly
traded global provider of billing, settlement, payment, clearing
and risk management solutions for communication service providers.  
Revenues for the year ending Dec. 31, 2005, on a pro forma basis
for the acquisition of EDS IOS, were $183 million.


CAMBRIAN COMMUNICATIONS: Judge Mitchell Closes Chapter 11 Cases
---------------------------------------------------------------
The Hon. Stephen S. Mitchell of the U.S. Bankruptcy Court for the
Eastern District of Virginia entered a final decree closing
Cambrian Communications LLC, nka Ordivician Communications LLC and
its debtor-affiliate, Cambrian Holdings LLC, nka Ordovician
Holdings LLC's chapter 11 cases.

The Debtors told the Court that their Plan has been substantially
consummated and closing their chapter 11 cases is appropriate and
is in the best interest of the Debtors and their estates.

Cambrian Communications LLC, nka Ordivician Communications LLC,
and its affiliate, Cambrian Holdings LLC, nka Ordovician Holdings
LLC, filed for chapter 11 protection on September 20, 2002 (Bankr.
E.D. Va. Case Nos. 02-84699 & 02-84700).  Bradford F. Englander,
Esq., at Linowes and Blocher LLP represented the Debtors.  When
the Debtors filed for protection from its creditors, they
estimated assets between $10 million and $50 million and debts
between $50 million and $100 million.  The Court confirmed the
Debtors' First Amended Joint Plan of Liquidation on November 17,
2003.


CAMPBELL RESOURCES: Inks $15.5 Million Equity Financing Deal
------------------------------------------------------------
Campbell Resources Inc. (TSX: CCH, OTCBulletin Board: CBLRF) is
preparing a Plan of Arrangement and entered into agreements for up
to $15.5 million in financing.

In addition, Campbell has executed a management and operating
agreement with Nuinsco Resources Limited.  These transactions are
designed to allow Campbell to cease being subject to the
Companies' Creditors Arrangement Act and to realize the value of
its assets with a viable financial and operating plan.

Overall, these transactions are designed to enable Campbell:

   -- to double production at its Copper Rand mine to 350,000
      tonnes per year;

   -- to develop additional resources at its Cedar Bay deposit
      (an extension of the Copper Rand mine);
    
   -- to complete development and start up of its Corner Bay
      copper project;

   -- to more efficiently and cost effectively operate its Joe
      Mann gold mine; and

   -- to align itself with a management team at Nuinsco that has
      many years of mine development, operations and finance
      experience.

                           Financings

The financing agreements are:

   -- Sprott Securities Inc. will act as agent of Campbell to
      sell, on a best efforts private placement basis, up to 100
      million special warrants, at a price of $0.08 per special
      warrant for gross proceeds of up to $8 million.  Each
      special warrant will be exercisable to acquire, for no
      additional consideration, one unit of Campbell.

   -- Nuinsco has agreed to subscribe for 31,250,000 units, over
      and above the Brokered Placement, at the Subscription Price
      for gross proceeds of $2.5 million.

   -- Concurrent with the Brokered Placement and the Nuinsco
      Placement, Campbell will proceed with a rights offering to
      its shareholders of up to 62,500,000 units at a price of
      $0.08 per unit, for gross proceeds of up to $5 million.  In
      the event that the Rights Offering is not fully subscribed,
      the Agent and Nuinsco will have the option to take up any
      shortfall on a prorata basis to their equity financings.

The units to be issued pursuant to each of the three financings
shall consist of one common share and one half of one common share
purchase warrant.  Each whole common share purchase warrant shall
be exercisable at any time for one common share at a price of
$0.15 per share for a period of two years following closing.  
Campbell shall have the right, 12 months after closing, to call
the outstanding warrants should Campbell common shares trade above
$0.30 for 20 consecutive trading days.

The net proceeds of the Brokered Placement, the Nuinsco Private
Placement and the Rights Offering will be used:

   -- to fund further development to expand production at the
      Copper Rand mine,

   -- to finance development of the Corner Bay deposit,

   -- for general working capital and

   -- for certain debt retirement obligations up to a maximum of
      $4 million.

                 Terms of the Brokered Placement

Completion of the Brokered Placement is subject to certain
conditions including, but not limited to completion of
satisfactory due diligence by the Agent and the receipt of all
necessary regulatory approvals.  The proceeds from the sale of the
special warrants shall be held in escrow and will be released
to Campbell upon the receipt of all required creditholder and
other required approvals for the Plan of Arrangement including
court approval and the expiry of the 21-day appeal period.

Campbell shall pay a commission to the Agent of 6% of the gross
proceeds of the Brokered Placement.  In addition, the Agent will
be issued on the closing date broker warrants equal to 6% of the
number of special warrants purchased under the Brokered Placement.  
Each Broker Warrant shall be exercisable at any time for one
common share at $0.08 per share for a period of two years from the
closing date.  Closing is scheduled to occur on or about May 17,
2006.

                  Terms of the Rights Offering

The Rights Offering will be made in all of the jurisdictions of
Canada and in other jurisdictions where Campbell is eligible to
make such offer.  The rights, shares and warrants issuable upon
exercise of the rights are not being offered to residents of the
United States of America or any country other than Canada.  
Notwithstanding the foregoing, ineligible shareholders who
establish, to the satisfaction of Campbell, that the receipt by
them of rights and the issuance to them of shares and warrants
upon the exercise of the rights will not be in violation of the
laws of the jurisdiction of their residence, will be allowed to
exercise the rights.

                 Operating Management Agreement

The Management and Operating Agreement is a key part of Campbell's
plan going forward.  Under the Management and Operating Agreement,
Nuinsco will provide management services for Campbell's
development and mining activities, including development to
increase production at the Copper Rand mine, development of the
Corner Bay deposit and operation of the Joe Mann gold mine.  
Nuinsco has completed a study and prepared a development and
mining plan which could provide the additional production
necessary to turn the Copper Rand mine into a profit making
venture and to bring the Corner Bay deposit into production.

Under the Management and Operating Agreement, Nuinsco will
receive:

   -- 2 million common shares of Campbell upon commencement of the
      provision of services under the Operating Management
      Agreement;

   -- 1 million common shares of Campbell upon completion of the
      Brokered Placement, Nuinsco Placement and Rights Offering;

   -- $25,000 plus 200,000 common shares of Campbell per month, in
      advance (up to a maximum of 4 million common shares); and

   -- Two-year warrants which on exercise will equate to 20% of
      the issued and outstanding common shares of Campbell, on a
      fully diluted basis.

The exercise price of the warrants will be $0.10 per share.

In addition, Nuinsco shall be entitled to appoint two individuals
as directors of Campbell.

Sprott Securities Inc. has also been appointed a financial advisor
to Campbell for this transaction.

                          About Nuinsco

Headquartered in Toronto, Ontario, Nuinsco Resources Limited --
http://www.nuinsco.com/-- is a growth-oriented, multi-commodity  
mineral exploration and development company focused on growth
through uranium, nickel, copper, zinc and gold exploration and
development in world-class mineralized belts in Canada and Turkey.
Shares of Nuinsco trade on the Toronto Stock Exchange under
the symbol NWI.

                    About Campbell Resources

Headquartered in Montreal, Quebec, Campbell Resources Inc. --
http://www.ressourcescampbell.com/-- is a mining company focusing  
mainly in the Chibougamau region of Quebec, holding interests in
gold and gold-copper exploration and mining properties.


CARDTRONICS INC: Audit Delay Prompts S&P's Negative Outlook
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Houston, Texas-based Cardtronics Inc. to negative from stable,
following the company's failure to complete its 2005 fiscal year
audit within the period required by its indenture.  The corporate
credit rating is affirmed at 'B+', and the subordinated debt is
affirmed at 'B-'.
      
"The delay in completing the audit has been caused by the time
required to resolve certain accounting issues, primarily
accounting for intangible assets," said Standard & Poor's credit
analyst Lucy Patricola.

The resolution of these issues is not expected to have an impact
on revenues, EBITDA or cash flow.  Lenders to the company's credit
facility have extended their deadline for completion to June 30,
2006.  Still, the outlook revision reflects the potential that
finalized statements may be weaker than the company's preliminary,
unaudited results or that an extended delay may violate covenants
under the company's credit agreements.
     
The ratings reflect:

   * the company's short operating history and acquisition-based
     growth in a mature and consolidating industry;

   * high leverage; and

   * aggressive growth-related capital spending.

These factors partly are offset by its leading position in the
U.S. as an independent ATM provider, and its recurring revenue
streams.
     
Cardtronics owns about 40% of its network of approximately 26,000
ATMs in the U.S., and provides services for the balance.
Cardtronics' ATMs are located in nonbanking sites, typically
convenience locations such as grocery stores, drugstores and
retailers, in the U.S. and the U.K. Contracts run for five to
seven years, providing stable and recurring revenue streams.  The
company's top 15 customers account for 40% of revenues.  Total
lease adjusted debt is about $270 million as of Dec. 31, 2005.


CLARION TECHNOLOGIES: Covenant Defaults Prompt Going Concern Doubt
------------------------------------------------------------------
BDO Seidman, LLP, raised substantial doubt about Clarion
Technologies, Inc.'s ability to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2005.  The auditing firm points to the company's
recurring losses from operations, working capital deficit,
accumulated deficit and violation of certain covenants in its loan
agreements.

                      Covenant Defaults

The company reports that pursuant to its Senior Loan Agreement and
Senior Subordinated Loan Agreement, which became effective in
January 2006, certain restrictive financial covenants were placed
related to:

    * targets for earnings before interest, taxes, depreciation,
      and amortization,

    * fixed charge coverage ratios,

    * total liabilities to tangible capital fund ratios,

    * working capital levels, and

    * limits on capital expenditures.

At Dec. 31, 2005, there were no restrictive financial requirements
in effect, and therefore, the company was in full compliance with
its loan agreements.  However, as of March 31, 2006, the company
defaulted on these covenants under the two loan agreements:

   (i) minimum EBITDA,

  (ii) the senior debt to EBITDA ratio, and

(iii) total liabilities to tangible capital funds ratio.

The company also failed to file its annual report on time, which
constituted another violation under the two loan agreements.  The
company however says that despite these defaults, its debts have
not been accelerated.

The company says that it has been negotiating with its lenders to
obtain default waivers and amendments to both credit facilities,
but as of Apr. 21, 2006, the company has been unable to on the
terms of the waivers and amendments.  The company says that if it
cannot reach agreement with its lenders, the defaults will allow
the lenders to discontinue lending or declare all borrowings
outstanding to be due and payable.

The company reports that although its liquidity position is
stable, its lenders expect an improvement in operations as well as
increase in liquidity.

                       2005 Financials

For the year ended Dec. 31, 2005, the company reported a net loss
of $5,659,000 on net sales of $145,515,000.  This compares to a
net loss of $4,709,000 on net sales of $117,698,000 for the year
ended Dec. 25, 2004.

At Dec. 31, 2005, the company had $20,019,000 in current assets
and current liabilities of the $60,814,000 resulting in a working
capital deficit of $40,795,000.  Accumulated deficit at Dec. 31,
2005 totaled $118,273,000.

At Dec. 31, 2005, the company's balance sheet showed an
$85,923,000 stockholders' deficit compared to a $67,543 deficit at
Dec. 25, 2004.

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?84c

               About Clarion Technologies

Headquartered in Grand Rapids, Michigan, Clarion Technologies,
Inc. -- http://www.clariontechnologies.com/-- creates products  
and parts for the automotive, furniture and consumer goods
industry.


CLARION TECHNOLOGIES: CFO Walsh Says Bankruptcy Not an Option
-------------------------------------------------------------
Edmund Walsh, chief financial officer of Clarion Technologies
Inc., disclosed that the company has no plans to seek bankruptcy
protection, Chris Knape of the Grand Rapids Press reports.  This
statement was in response to BDO Seidman LLP's raising doubts over
the company's ability to continue as a going concern.

The auditing firm cited recurring losses from operations from
operations, working capital deficit, accumulated deficit and loan
defaults.  Mr. Knape reports that the company hopes to resolve the
loan defaults over the next few weeks.

Mr. Knape reports that the company believes its viability is not a  
question despite the auditor's opinion.

"We certainly have some balance sheet issues to work out between
our senior and junior lenders, and we fully expect those to be
worked out within a short period of time." Mr. Knape quotes Mr.
Walsh.

Mr. Knape reports that the company has other options on the table
aside from bankruptcy.

                 About Clarion Technologies

Headquartered in Grand Rapids, Michigan, Clarion Technologies,
Inc. -- http://www.clariontechnologies.com/-- creates products  
and parts for the automotive, furniture and consumer goods
industry.


COLLINS & AIKMAN: Toyota's Expedited Lease Decision Request Fails
-----------------------------------------------------------------
The Hon. Steven W. Rhodes of the U.S. Bankruptcy Court for the
Eastern District of Michigan denied Toyota Motor Credit
Corporation's renewed request to compel Collins & Aikman
Corporation and its debtor-affiliates to decide whether to assume,
assume and assign, and reject an equipment lease under a Master
Lease Agreement dated Nov. 1, 1999.

As reported in the Troubled Company Reporter on Jan. 30, 2006, the
Court gave the Debtors until May 10, 2006, to decide on the Toyota
lease.  The Court however allowed Toyota to seek a reduction of
the lease decision period.

At an inspection of some of the Equipment at the Debtors'
Morristown plant, Toyota discovered that Debtors have been using
the Equipment for hours in excess of the agreed hours of use
pursuant to the Agreement.  Toyota charged that the Debtors used
the Equipment in excess of 6,000 hours per year, 4,000 hours more
than what was agreed.  According to Toyota, the Debtors' continued
use of the Equipment would cause depreciation beyond that
contemplated in the Agreement.  The misuse or abuse of the
Equipment could also damage it and cause possible abandonment.

Judge Rhodes directs the Debtors to provide Toyota with all
information necessary to determine the postpetition over usage
for the forklifts that are the subject of the Leases held by
Toyota.

Toyota will be entitled to an administrative expense claim for
the Postpetition Over Usage.  The Debtors will pay Toyota for the
Postpetition Over Usage without further delay after the
submission of an invoice by TMCC to the Debtors.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: GM to Appeal Transition Plan to District Court
----------------------------------------------------------------
General Motors Corporation will appeal to the United States
District Court for the Eastern District of Michigan from the U.S.
Bankruptcy Court for the Eastern District of Michigan's order
denying Collins & Aikman Corporation and its debtor-affiliates'
request to assist GM in the resourcing and transition of services.

As reported in the Troubled Company Reporter on April 4, 2006, the
Bankruptcy Court rejected the Debtors' request to assist GM in
resolving commercial and legal issues related to the resourcing
and transition of their supply agreements based on a sealed
objection submitted by the Official Committee of Unsecured
Creditors.

The Debtors manufactured cockpit, instrument panel and center
consoles for GM under a supply program.  GM elected to resource
the GM Program from the Debtors to another supplier and requested
the Debtors to assist in the transition.

Pursuant to the GM transition agreement:

   (a) the Debtors will cooperate with and assist GM in the
       resourcing of the GM Program to another supplier by
       providing certain transition services;

   (b) GM will reimburse the Debtors for expenses incurred in
       connection with the transition services;

   (c) GM will transfer and award certain existing and future
       business to the Debtors;

   (d) The Debtors will grant GM a license to use certain
       intellectual property necessary for the manufacture and  
       production of certain GM programs; and

   (e) GM will issue tooling purchase orders to the Debtors and
       fund the tooling.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Court Approves Stipulation with Active Mould
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
approved a stipulation resolving Collins & Aikman Corporation, its
debtor-affiliates and Active Mould & Design, Ltd.'s dispute over
the ownership of certain molds delivered to the Debtors prior to
their bankruptcy filing.

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Active Mould sought relief from the automatic stay to enforce its
alleged statutory lien rights on the molds.  The Debtors countered
that Active Mould failed to establish that it holds a valid,
properly and timely perfected and enforceable security interest in
the molds.

                            Stipulation

To resolve their dispute, the Debtors agree, without consenting to
the validity, priority or enforceability of Active Mould's liens,
to make $30,655 per month adequate protection payments to Active
Mould, on account of the molds.

The payments will be applied to and reduce the principal amount of
the alleged indebtedness.  Payments will be made retroactive to
December 2005.

The Debtors agree to maintain insurance on the Molds in an amount
reasonably sufficient to replace the Molds and no disbursement of
any insurance proceedings will occur without Court order.

The parties agree that the Adequate Protection Payments will
continue until the earlier of:

   a. the Molds no longer being in the possession and use of the
      Debtors;

   b. the confirmation of a plan of reorganization for the
      Debtors, the terms of which supersede the Stipulation; or

   c. the filing and service of a Termination Notice.

Active Mould or the Debtors can terminate the stipulation at any
time after Aug. 1, 2006, on 30 days' prior written notice to all
interested parties.

The $30,655 monthly payment is an aggregate figure the Debtors
derived based on their exclusive determination regarding the molds
they used for programs for each of DaimlerChrysler, General
Motors, and Mercedes.  In the event that the Debtors cease to be
in possession of all of the molds used for a particular customer
program for any of DaimlerChrysler, GM and Mercedes, the $30,655
Adequate Protection Payment will be reduced by:

     * $10,812 with respect to DaimlerChrysler;
     * $13,066 with respect to General Motors; and
     * $6,777 with respect to Mercedes.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COMPRESSION POLYMERS: Santana Deal Cues Moody's to Hold Ratings
---------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of Compression Polymers Holding Corporation following the
announcement of its pending acquisition of Santana Holdings
Corporation.  In March, CPHC signed a definitive letter of intent
to acquire Santana for approximately $34 million in a stock
purchase transaction.  CPHC intends to finance the acquisition
with a combination of:

    (i) a $30 million add-on to its existing senior unsecured
        floating rate notes; and

   (ii) borrowing under its existing $40 million revolver.

The rating outlook is stable.

Santana is a significant competitor in the commercial bathroom
partition sector and produces a product line comprising solid
synthetic partitions, shower compartments and lockers that is
highly complementary to that of CPHC's Comtec(TM) line.  Santana
generated fiscal 2005 revenues of approximately $32 million.
Moody's views the acquisition favorably as:

   1) it is neutral to pro forma leverage and interest coverage
      and requires little additional capital;

   2) significantly strengthens CPHC's competitive position in
      the bathroom partition market; and

   3) presents, in our view, minimal integration risks given the
      high level of familiarity and proximity between the two
      companies.

Pro forma for the acquisition, CPHC will have approximately $252
million in total debt, or 5.7 times LTM pro forma EBITDA of $44
million.  Pro forma EBITDA would cover pro forma cash interest
expense approximately 1.6 times.  The company's cash flow
generation is expected to be modest through 2007 given increased
interest expense and significant capital spending associated with
increasing production requirements to meet increased demand for
AZEK(R) products.  As a result, CPHC's ability to de-lever in the
near term is predominantly a function of its ability to increase
EBITDA.  Liquidity is good, as reflected in the affirmed SGL-2
rating, with an estimated $5 million cash on hand at closing and
over $30 million of availability under the $40 million revolver.

Ratings Affirmed:

   * B2 Corporate Family Rating;

   * B2 for the $95 million senior unsecured floating rate notes,
     due 2012; and

   * B2 for the $150 million senior unsecured fixed rate notes,
     due 2013.

   * SGL-2 rating

Stable outlook.

CPHC's ratings reflect the speculative characteristics of the
credit and are constrained by its:

   1) modest free cash flow generation;

   2) high debt leverage; and

   3) dependence on plastic resin prices.

At the same time, the ratings recognize:

   1) the strong growth in the Company's sales, driven by the
      AZEK(R) product line;

   2) the pricing power exhibited in the Company's branded
      products that mitigates the margin pressure from increasing
      resin prices; and

   3) the potential for continued profitable growth due to the
      recent investments in increased capacity.

The stable rating outlook reflects:

   1) Moody's expectations of continued AZEK(R) volume growth as
      customer penetration increases; and

   2) the Company's good liquidity.

Moody's previous rating action on CPHC was the assignment of the
B2 Corporate Family Rating in May 2005 in connection with the
acquisition of the Company by AEA Investors LLC.  In June 2005,
Moody's assigned B2 ratings to both the Company's $65 million of
senior unsecured floating rate notes and its $150 million of
senior unsecured fixed rate notes, which rank pari passu with one
another.

Headquartered in Scranton, Pennsylvania, CPHC is a manufacturer
and fabricator of engineered and branded synthetic products
designed to replace wood and metal in a variety of building
materials and industrial applications.  Pro forma for the proposed
acquisition, CPHC generated fiscal 2005 revenues of approximately
$250 million.


COMPRESSION POLYMERS: S&P Affirms $245 Million Notes' B- Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Moosic, Pennsylvania-based Compression Polymers
Holding Corp.  

At the same time, based on preliminary terms and conditions,
Standard & Poor's affirmed its 'B-' unsecured rating on
Compression's amended:

   * $95 million floating rate notes due 2012; and
   * $150 million fixed-rate notes due 2013.

The notes were issued under Rule 144a with registration rights.
Compression is increasing its floating-rate notes to $95 million
from $65 million and borrowing about $5 million under its
revolving credit facility to purchase synthetic partition
manufacturer Santana Products Inc. (unrated) for $34 million.  The
outlook is stable.
     
"The affirmation reflects the low risk of integrating Santana into
Compression's current operations because it will be combined with
Compression's existing plastic partition manufacturing
operations," said Standard & Poor's credit analyst Lisa Wright.
"However, because Santana does not improve Compression's product
or end-market diversity, the acquisition has no meaningful impact
on Compression's business-risk profile.  The affirmation also
reflects the acquisition's moderate impact on debt leverage."
     
Near-term sales prospects are favorable because of a likely
increase in Compression's trimboard segment's share of the overall
trim market.  However, credit measures are expected to remain weak
as a result of the increased debt leverage and interest expense
associated with the Santana acquisition.
     
"We are unlikely to revise the outlook to positive unless the
company establishes a larger presence in the exterior trim market,
which would improve its ability to withstand cyclical downturns
and volatile raw-material costs while undertaking growth
initiatives," Ms. Wright said.  "We could revised the outlook to
negative if end-market conditions weaken or if competition
increases."


COUNTRYWIDE ALTERNATIVE: Moody's Rates Class B-1 Certs. at Ba1
--------------------------------------------------------------
Moody's Investors Service assigned Aaa ratings to the senior
certificates issued by Countrywide Alternative Loan Trust
2006-OA2 and ratings ranging from Aa1 to Ba1 to the subordinate
certificates in the securitization.

The securitization is backed by first lien, adjustable-rate,
negative amortization mortgage loans originated by Countrywide
Home Loans Inc.  The ratings are based primarily on the credit
quality of the loans and on the protection from subordination.
Moody's expects collateral losses to range from 1.15% to 1.35%.

The mortgage loans in the securitized pool will be serviced by
Countrywide Home Loans Servicing LP.

The complete rating actions are:

   Issuer: CWALT, Inc. Mortgage Pass-Through Certificates,
           Series 2006-OA2

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


CURATIVE HEALTH: Chap. 11 Filing Cues Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Curative Health
Services, Inc., following the company's March 27, 2006 filing of
voluntary petition to the United States Bankruptcy Court for the
Southern District of New York seeking relief under Chapter 11 of
Title 11 of the Bankruptcy Code.

Ratings withdrawn:

   * Ca corporate family rating;
   * Ca $185 million 10.75% senior global notes; and
   * SGL-4 speculative grade liquidity rating.

Curative Health Services, Inc., headquartered in Nashua, New
Hampshire, provides services to patients experiencing serious
acute chronic medical conditions.  Services are performed through
its specialty infusion and wound care management business units.


DANA CORP: Taps Dorsey & Whitney as Special International Counsel
-----------------------------------------------------------------
Dana Corporation and its debtor-affiliates ask permission from the
United States Bankruptcy Court for the Southern District of New
York to employ Dorsey & Whitney LLP as special international
counsel in their Chapter 11 cases.

The Debtors selected Dorsey because of its experience and
expertise in international mergers and acquisitions, corporate
and general advisory work, Michael L. DeBacker, Esq., Dana's
vice president, general counsel and secretary, tells the Honorable
Burton R. Lifland.

In addition, Dorsey is familiar with the Debtors' business
structure.  The firm has represented the Debtors and their non-
debtor affiliates for more than 13 years in connection with
international mergers and acquisitions, corporate, finance,
intellectual property, labor and employment, taxation and
bankruptcy and non-bankruptcy litigation matters in the United
States, Europe and China.

As special counsel, Dorsey will:

   (a) advise the Debtors with respect to, and assist in the
       negotiation and documentation of, international financing
       agreements and related transactions arising as a
       consequence of their Chapter 11 cases;

   (b) review the nature and validity of liens asserted against
       property of the Debtors or any of their non-U.S.
       affiliates, and advise the Debtors concerning the
       enforceability of the liens;

   (c) advise and assist the Debtors in connection with potential
       international divestitures of their and their non-debtor
       affiliates' businesses and assets in the U.K., Europe,
       Asia and elsewhere;

   (d) provide non-bankruptcy services for the Debtors and non-
       debtor affiliates;

   (e) perform all other necessary and appropriate legal services
       in connection with the Debtors' Chapter 11 cases for and
       on behalf of the Debtors; and

   (f) assist the Debtors' reorganization attorneys from time to
       time.

The Debtors will pay Dorsey on an hourly basis, subject to its
customary rates.  They will also reimburse the firm for out-of-
pocket expenses.

The attorneys who will have primary responsibility for ongoing
matters for the Debtors and its non-debtor affiliates are:

  A. U.S./European Practice

     Lawyer                   Title       Location     Hourly Rate
     ------                   -----       --------     -----------
     Andrew Rimmington, Esq.  Partner     London           $616
     Mark Kalla, Esq.         Partner     Minneapolis      $430
     Nadeem Khan, Esq.        Partner     London           $581
     Tom Sibert, Esq.         Associate   London           $440
     Anastasia Fowte, Esq.    Associate   London           $422
     Max Beazley, Esq.        Associate   London           $396
     Nicola Johns, Esq.       Associate   London           $352
     Deborah Wilson, Esq.     Sr. Assoc.  London           $475
     Monica Clark, Esq.       Sr. Atty.   Minneapolis      $365

  B. China Practice

     Lawyer                  Title       Location     Hourly Rate
     ------                  -----       --------     -----------
     Steve Nelson, Esq.      Partner     Hong Kong        $725
     Nelson Dong, Esq.       Partner     Seattle          $660
     Guanxi Zheng, Esq.      Partner     Hong Kong        $495
     Jay Yan, Esq.           Partner     Shanghai         $530
     David Richardson, Esq.  Of Counsel  Hong Kong        $525
     David Huang, Esq.       Associate   Hong Kong        $295
     Simon Chan, Esq.        Associate   Hong Kong        $410
     Kenneth Kwok, Esq.      Associate   Hong Kong        $430
     Xia Chao, Esq.          Associate   Shanghai         $400
     Amy Xu, Esq.            Partner     Minneapolis      $495
     Jaime Zheng, Ph.D.      Associate   Palo Alto        $335
     T.J. Hou, Esq.          Associate   Palo Alto        $345
     Cedric Lam, Esq.        Of Counsel  Hong Kong        $450
     H Yu, Esq.              Associate   Hong Kong        $210

In the period from Jan. 1, 2005, to the date of their bankruptcy
filing, the Debtors and their non-debtor affiliates paid Dorsey
$427,576 for prepetition advice and assistance predominantly
relating to the businesses and operations of the non-debtor
affiliates located in Europe and China, including certain
corporate and corporate-governance advice in connection with the
filing of the Debtors' Chapter 11 cases.  The Debtors owe Dorsey
$240,577 on account of the prepetition services.

Andrew Rimmington, Esq., a partner at Dorsey, assures the Court
that the firm does not represent or hold any interest adverse to
the Debtors or their estates with respect to the matters for
which it will be employed.

Mr. Rimmington discloses that Dorsey previously represented
parties-in-interest in matters unrelated to the Debtors' Chapter
11 cases.  He adds that partners and employees of Dorsey may own
Dana stock, aggregating less than one-half of one percent of
Dana's total outstanding stock.

                      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.  The
Official Committee of Unsecured Creditors has sought the retention
of Kramer Levin Naftalis & Frankel LLP, as its counsel.  When the
Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Selects Ernst & Young to Provide Tax Advisory Services
-----------------------------------------------------------------
Dana Corporation and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of New York
to employ Ernst & Young LLP as their risk advisory, due diligence
and tax advisory services providers, nunc pro tunc to their
chapter 11 filing date.

Michael L. DeBacker, Esq., Dana's vice president, general counsel
& secretary, relates that Ernst & Young is familiar with the
Debtors' businesses and financial affairs.  Since Feb. 5, 2004,
E&Y has assisted the Debtors with their compliance efforts under
Section 404 of the Sarbanes-Oxley Act of 2002, and has provided
risk advisory services in conjunction with Dana's internal audit
and corporate functions.

As risk advisory service providers, Ernst & Young will:

   (i) provide ongoing advisory services with respect to
       compliance with Section 404 of the Sarbanes-Oxley,
       including assistance with global project management,
       controls documentation and testing and gap analysis;

  (ii) provide advisory resources to the Debtors in accordance
       with their global internal audit function and provide
       recommendations for improving the Debtors' internal audit
       function;

(iii) consult on the Debtors' strategies for remediation of any
       deficiencies in their internal controls over financial
       reporting for their significant accounts and finances;

  (iv) support the Debtors' business transformation initiatives,
       including the centralization and standardization of global
       processes, for identification of controls and industry-
       wide best practices;

   (v) providing controls-focused perspective and best practices
       regarding the implementation of software applications;

  (vi) provide ongoing assistance in information technology
       control compliance, including application controls and
       security, security technology solutions and overall
       information technology risk management;

(vii) evaluate and identify controls with respect to strategic
       outsourcing initiatives; and

(viii) assist in bankruptcy reporting and information gathering
       to support to the Debtors as needed.

Ernst & Young will be paid for its risk advisory services, based
on these hourly rates:

   Level          U.S.    UK & German   Other Int'l   Specialists
   -----          ----    -----------   -----------   -----------
   Partner,       $380         $525         $418     $490 to $650       
   Principal or
   Executive
   Director

   Sr. Manager    $290         $370         $319     $300 to $550

   Manager        $240         $310         $264     $250 to $300

   Senior         $190         $245         $209     $200 to $375

   Staff          $130         $160         $143     $145 to $180

The hourly rates will increase by 5% on May 1, 2006.

As due diligence providers, Ernst & Young will:

   (1) provide financial (excluding tax services), human capital
       and information technology due diligence advisory services
       designed to assist the Debtors in preparing carved-out
       pro forma financial information for the Debtors' engine
       hard parts and fluids routing businesses in connection
       with their potential divestiture;

   (2) address pro forma adjustments to as-reported operating
       results and balance sheets as of, and for the periods
       ended December 31, 2003, 2004 and 2005 for the Businesses;

   (3) assess forecasted operating results for the Businesses for
       the years ending December 31, 2006, 2007 and 2008;

   (4) analyze stand-alone and transitional service requirements
       for the Businesses;

   (5) with respect to the Businesses, assist with accumulating
       information for data rooms, prepare confidential
       information memoranda and related management
       presentations, address requests of prospective buyers,
       related purchase agreements and any required pre- or post-
       closing analyses.

Ernst & Young will be paid for its due diligence services at
these hourly rates:

                                             Non-U.K.
   Level          U.S.           U.K.        European
   -----          ----           ----        --------
   Partner        $475           $570          $522
   Principal      $425           $510          $468
   Sr. Manager    $375           $450          $413
   Manager        $325           $390          $358
   Senior         $225 to $240   $290          $264
   Staff          $150           $180          $165

As tax advisory service providers, Ernst & Young agrees to:

   (i) work with the Debtors' personnel in developing an
       understanding of the tax issues and options related to
       their Chapter 11 cases, including an understanding of the
       reorganization and restructuring alternatives with respect
       to existing bondholders and other creditors;

  (ii) assist and advise the Debtors in developing an
       understanding of the tax implications of their
       restructuring alternatives and post-bankruptcy operations,
       including, as needed, research and analysis of Internal
       Revenue Code sections, Treasury regulations, case law and
       other relevant tax authority;

(iii) provide tax advisory services regarding:

       (A) availability, limitations and preservation of tax
           attributes -- net operating losses and alternative
           minimum tax credits;

       (B) reduction or deferral of tax costs in connection with
           stock or asset sales, if any;

       (C) tax issues arising in the ordinary course of the   
           Debtors' businesses, including ongoing assistance with
           U.S. Internal Revenue Service or state and local tax
           examinations; and

       (D) federal, state and local income and franchise tax
           issues arising during the Debtors' Chapter 11 cases;

  (iv) provide tax advisory services regarding the validity of  
       tax claims and tax advisory support in securing tax
       refunds;

   (v) analyze legal and other professional fees incurred during
       the Debtors' Chapter 11 cases to determine the
       deductibility of the costs for U.S. federal, state and
       local income taxes;

  (vi) document, as appropriate or necessary, tax analysis,
       opinions, recommendations, conclusions and correspondence
       for any proposed restructuring alternative, bankruptcy tax
       issue or other tax matters;

(vii) provide advisory services regarding foreign tax credit
       planning, including analyzing cash and other repatriation
       alternatives; foreign source income analysis and
       forecasts; overall foreign loss computations, earnings and
       profits; and foreign tax pools and related items;

(viii) perform valuations of assets pursuant to Treasury
       Regulation 1.861-9T(g)(2);

  (ix) analyze the tax aspects of financial projections;

   (x) assist with federal income tax return compliance,  
       including analyzing schedule M-1 adjustments and federal
       estimated tax payments, inputting financial information
       and tax adjustments into the Debtors' tax return
       preparation software, providing tax return reconciliations
       in connection with the preparation of the tax return, and
       performing research that may be required;

  (xi) analyze and perform research related to acquisitions and
       divestitures and tax-efficient domestic and foreign
       restructurings;

(xii) provide advisory services regarding the Debtors' transfer
       pricing policy, including preparation of requisite
       documentation required under 26 U.S.C. Section 482; and

(xiii) provide "on-call," routine tax advice and assistance
       concerning issues as requested by the Debtors' tax
       department when the projects are not covered by a separate
       project addendum and do not involve significant tax
       planning or projects.

Ernst & Young will be paid for its tax services based on its
customary rates:

   Level                                    Hourly Rate
   -----                                    -----------
   Executive Director, Principal or
   National Partner                        $640 to $840

   Executive Director, Principal or
   Partner                                 $480 to $600

   Manager or Senior Manager               $345 to $480

   Staff or Senior                         $160 to $320

During the 90 days immediately preceding their bankruptcy filing,
the Debtors paid Ernst & Young $8,267,844 for services rendered
prepetition.  As a condition of its employment by the Debtors,
E&Y will waive the $787,011 outstanding balance due from the
Debtors for the prepetition services.  

Before the Debtors' bankruptcy filing, Ernst & Young subcontracted
with certain other member firms of Ernst & Young Global Limited to
provide services to the Debtors.  At the Debtors' request, E&Y
will continue to subcontract with member firms of EYGL to provide
the services set forth in the Engagement Letters.

The Debtors and Ernst & Young agree that any controversy or claim
with respect to, in connection with, arising out of or in any way
related to the Engagement Letters or the services provided will
be brought in the Court.

To the fullest extent permitted by applicable law, the Debtors
and their estates will indemnify and hold harmless the E&Y
Entities from and against all claims and causes of action by
third parties, and liabilities and losses in connection with the
risk advisory and due diligence services provided.

Michael Kennedy, a partner at Ernst & Young, discloses that the
E&Y Entities previously provided, or currently provide, services
to various parties-in-interest.  However, none of the services
rendered to parties-in-interest have been in connection with
Debtors or their Chapter 11 cases.  E&Y will not accept any
engagement that would require it to represent an interest
materially adverse to the Debtors.

Mr. Kennedy assures the Court that Ernst & Young (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.  The
Official Committee of Unsecured Creditors has sought the retention
of Kramer Levin Naftalis & Frankel LLP, as its counsel.  When the
Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Court Approves Hiring Katten as Securities Counsel
-------------------------------------------------------------
Dana Corporation and its debtor-affiliates sought and obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to hire Katten Muchin Rosenman LLP as their
special securities and litigation counsel, nunc pro tunc to their
chapter 11 filing date.

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 Katten is well
qualified to represent the Debtors.

Katten's attorneys have played significant roles in an array of
securities litigation cases, including Basic, Inc. v. Levinson,
NTL Securities Litigation; Cross Media Securities Litigation; In
re Kmart, Inc. Securities Litigation; Alloy Securities Litigation;
Exide Technologies Securities Litigation; Enterasys Networks Inc.
Securities Litigation; Goodyear Tire & Rubber Co. Derivatives
Litigation; and In re OM Group, Inc. Securities and Derivative
Litigation.

For more than 15 years, Katten has provided legal advice to the
Debtors with respect to various securities matters, including the
issuance of the Debtors' securities, and the preparation and
filing of reports required under the Securities and Exchange Act
of 1934.

More recently, Katten has been representing Dana; Michael Burns,
Dana's chief executive officer; and Mr. Robert Richter, Dana's
former chief financial officer, in connection with numerous class
actions consolidated under John Johnson v. Dana Corporation, et
al., currently pending in the United States District Court for
the Northern District of Ohio.

Dana has also been named as a nominal defendant in various
shareholder derivative actions pending before the U.S. District
Court for the Northern District of Ohio (Case Nos. 3:05-CV-7464;
3:06-CV-7038; 3:06-CV-7044; 3:06-CV-7068; and 3:06-CV-7069).  
Additionally, the SEC commenced a formal investigation concerning
Dana's compliance with certain disclosure obligations under the
federal securities law.

Katten will:

   (a) assist in the preparation of the Debtors' SEC filings and
       provide legal services related to the Debtors' outstanding
       securities, including assisting in the negotiation of the
       terms, and the issuance, of any securities that may
       be issued in connection with a plan of reorganization;

   (b) take all necessary actions to defend the Debtors, and
       certain of their officers, in the pending securities
       litigation matters and, if requested by the Debtors, in
       any similar lawsuits that may be filed;

   (c) give legal advice and representation to the Debtors and
       any of their officers with respect to the current SEC
       investigation against the Debtors and, if requested by the
       Debtors, in any similar SEC investigations that may be
       commenced;

   (d) prepare on the Debtors' behalf all motions, applications,
       answers and papers necessary to defend any actions
       commenced against the Debtors in connection with the
       issuance of securities or any alleged violation of federal
       securities laws; and

   (e) appear before the Ohio District Court and any other courts
       or regulatory bodies in connection with the defense of any
       securities litigation matter to the extent the matters
       are not stayed.

The Debtors will pay Katten on an hourly basis, based on these
customary hourly rates:

       Professional           Hourly Rate
       ------------           -----------
       Partners               $445 to $765
       Associates             $255 to $465
       Special Counsel        $420 to $525
       Of Counsel             $365 to $650
       Paralegal              $140 to $205

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

On February 23, 2006, Dana paid Katten $100,000 in respect of
fees incurred but not billed before the Petition Date.

Robert L. Kohl, Esq., a member of Katten, disclosed that the firm
currently represents or has recently represented parties-in-
interest in matters unrelated to the Debtors' bankruptcy cases.

Mr. Kohl assured the Court that Katten does not hold or represent
any interest adverse to the Debtors' estates in the matters for
which it is to be engaged.  He assures the Court that no conflict
of interest exists between the Debtors and Messrs. Burns and
Richter with respect to the Johnson Litigation.  Should a conflict
develop between any positions adopted by the Parties, Katten will
terminate its representation of Messrs. Burns and Richter.

                      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.  The
Official Committee of Unsecured Creditors has sought the retention
of Kramer Levin Naftalis & Frankel LLP, as its counsel.  When the
Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DEL MONTE: $1.2 Bil. Purchase Plans Cue Moody's Ba3 Debt Ratings
----------------------------------------------------------------
Moody's Investors Service confirmed Del Monte Corporation's Ba3
senior secured debt and corporate family ratings, as well as its
B2 subordinated debt rating.  Moody's also assigned Ba3 ratings to
two new senior secured term B loans being established by the
company, as well as a Ba3 rating to a $50 million step-up in its
senior secured revolving credit facility.

The rating actions follow the company's announcements that it will
acquire the Meow Mix Company for approximately $705 million in
cash and the Milk Bone pet treat business from Kraft Foods for
approximately $580 million in cash.  The rating outlook is stable.  
The rating action concludes the review for possible downgrade
announced on March 17, 2006.

These ratings have been assigned:

   * $330 million senior secured term B loan maturing 2012 at Ba3

   * $595 million senior secured term B loan maturing 2012 at Ba3

   * $50 million increase in a senior secured revolving credit
     facility expiring 2011 at Ba3

These ratings have been confirmed:

   * Corporate family rating at Ba3

   * $450 million senior secured term loan A,
     maturing 2011 at Ba3

   * $148.9 million senior secured term loan B,
     maturing 2012 at Ba3

   * $250 million 6.75% senior subordinated notes,
     maturing 2015 at B2

   * $450 million 8.625% senior subordinated notes,
     maturing 2012 at B2

This rating is affirmed:

Speculative grade liquidity rating of SGL-2

The confirmation of Del Monte's ratings follows the company's
announcements that it was acquiring the Meow Mix Company and the
Milk-Bone pet treat business in two separate transactions for a
combined purchase price of approximately $1.3 billion in cash with
a portion of the transactions to be funded with approximately $930
million of new debt.  The confirmation reflects:

   1) Del Monte's ability to and history of delevering in a
      timely manner following past debt-financed acquisitions;

   2) Moody's comfort with management's ability to successfully
      integrate acquisitions; and

   3) Del Monte's well known and diverse brand portfolio that
      spans several food categories.

Moody's views these acquisitions as making strategic sense.  By
adding these two companies, Del Monte continues its strategic
initiative of becoming a higher margin branded consumer packaged
foods company.  It does, however, result in higher leverage,
integration risk, and limits the company's financial flexibility
over the near term.

The affirmation of Del Monte's speculative grade liquidity rating
of SGL-2 is based on our view that the company's near term
liquidity will remain good over the next year.  Moody's notes,
however, that as the progress of integrating the acquisitions --
including their impact on Del Monte's capital structure and
liquidity -- become clear, the company's SGL rating could change.

The outlook on Del Monte's ratings is stable, reflecting Moody's
view that the company will maintain its current strong operating
performance, and will successfully integrate the Meow Mix and
Milk-Bone businesses.  It also assumes that the company will focus
on reducing leverage from its currently inflated level to a range
more appropriate for its current rating category.

Del Monte Corporation is the primary operating subsidiary of Del
Monte Foods Company.  Del Monte Foods Company, with headquarters
in San Francisco, California, is a major manufacturer of branded
packaged food and pet food products.


DEL MONTE: S&P Rates $975 Million Senior Secured Loan at BB
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' bank loan
ratings and '1' recovery ratings to Del Monte Corporation's
proposed $975 million add-on to its existing senior secured term
loan facilities, indicating the expectation of full (100%)
recovery of principal in the event of a payment default.  (The
facility could be downsized to $900 million at closing). The
ratings are based on preliminary terms and are subject to review
upon final documentation.
     
At the same time, Standard & Poor's affirmed its ratings on the
food processor, including its 'BB-' long-term and 'B-1' short-term
corporate credit ratings.  The ratings outlook is negative.
San Francisco, California-based Del Monte is expected to have
about $2.4 billion of lease-adjusted total debt outstanding at
closing.
     
The funds will be used along with about $400 million of cash on-
hand (including proceeds from the recently closed divestiture of
its soup & infant feeding business) to fund the acquisitions of
Milk-Bone brands from Kraft Foods Inc. (A-/Stable/A-2) for about
$580 million and Meow Mix Holdings for $705 million.


DELTA AIR: Chromalloy Gas Sets Off Credit Against Carrier's Debt
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Dec. 22, 2005,
Chromalloy Gas Turbine Corporation asked the U.S. Bankruptcy Court
for the Southern District of New York to lift the automatic stay
in Delta Air Lines, Inc., and its debtor-affiliates' chapter 11
cases to exercise its prepetition rights of recoupment, or in the
alternative, exercise its rights to set off.

                      Chromalloy Agreement

Chromalloy Gas and Delta Air are parties to a Letter Agreement,
dated Oct. 15, 2004, wherein, among other things, Chromalloy
agreed to reduce pricing for parts and repairs by 8%.

On Dec. 17, 2004, the Agreement was amended to specifically
provide that the 8% price reduction would be given by Chromalloy
on certain specified parts and repairs via the issuance of a
credit memorandum, applicable to the purchase of goods and
services from Chromalloy.  The credit memorandum was to be issued
within 15 business days after the end of the quarter, and based
upon paid invoices during the quarter.  The Amendment further
specified that in the event Delta filed for bankruptcy protection
after the rebate period began, unpaid rebates would be offset
against unpaid invoices.

Christopher J. Battaglia, Esq., at Halperin Battaglia Raicht,
LLP, in New York, relates that, as of the Sept. 14, 2005, Delta
owed Chromalloy $908,607 in unpaid invoices for parts and
services for the third quarter, which invoices are subject to the
Agreement, as amended by the Amendment.  On the other hand,
Chromalloy owed Delta $368,650 in rebates for invoices paid for
the third quarter.

Chromalloy has not issued a credit memorandum to Delta for the
rebate.  Instead, Chromalloy has temporarily placed the funds in
an administrative hold.

                     Settlement Agreement

Delta Air and Chromalloy Gas entered into a Court-approved
Stipulation wherein the parties agreed that Chromalloy Gas will be
permitted pursuant to Sections 362(d)(1) and 553(a) of the
Bankruptcy Code to set off the Credit against the Delta Debt.

Chromalloy will continue issuing credits for invoices paid by
Delta since the Sept. 14, 2005, until the Agreement expires, is
rejected, or until further Court order.

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


DELTA AIR: Wachovia OKs Adjournment of Adequate Protection Request
------------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates and Wachovia
Bank, N.A., fka First Union National Bank, reached an agreement in
connection with Wachovia's request for adequate protection of its
interest in 65 Bombardier CRJ CL-600-2B19 and eight Domier FRJ
328-300 aircraft and related engines.

Wachovia agrees to adjourn the Adequate Protection Motion
indefinitely, subject to its right to set the matter for hearing
by providing the Debtors with 10 days' notice prior to any
regularly scheduled omnibus hearing date.

                    Adequate Protection

Wachovia Bank, as the indenture trustee, holds interests in the
Aircraft, including, without limitation, all related documents,
rents, profits, revenues, and the proceeds thereof, as applicable.

To prevent diminution in the value of its interest in the
Aircraft, Wachovia asked the U.S. Bankruptcy Court for the
Southern District of New York to require the Debtors to:

   (a) comply with the requirements of the regulations issued
       under the Federal Aviation Act and any other laws with
       respect to the Aircraft;

   (b) comply with all provisions of the Wachovia Agreements
       concerning the operation, maintenance and use of the
       Aircraft;

   (c) continue to carry and maintain, at their own expense,
       valid and collectible insurance on the Leased Equipment in
       amounts as required under the Wachovia Agreements;

   (d) be enjoined from removing or replacing any component parts
       from the Aircraft except in accordance with the Wachovia
       Agreements;

   (e) pay postpetition interest and other payments owing under
       the Wachovia Agreements;

   (f) provide access within 3 business days of a written request
       to all maintenance records with respect to the Aircraft;

   (g) pay Wachovia's fees and expenses in accordance with the
       terms of the Wachovia Agreements;

   (h) confirm whether the Aircraft continue to be used in the
       Debtors' revenue service, and if not, provide evidence
       that the storage and maintenance of the Aircraft are
       consistent with commercially reasonable industry practices
       and the terms of the Wachovia Agreements;

   (i) comply with all contractual return conditions with respect
       to any leases that are being rejected;

   (j) pay, on a monthly basis, cash sufficient to fund
       maintenance reserves in respect of the operation of the
       Aircraft from the Petition Date forward:

          (i) airframe reserves toward the next scheduled
              hearing, structural and systems check based on the
              Debtors' FAA-approved maintenance program at a
              rate to be determined by the Court;

         (ii) engine reserves on each engine toward their next
              shop visit for their performance restoration and
              life limited parts replacement based on industry
              averages at a rate to be determined by the Court;

        (iii) engine reserves on each engine toward their next
              shop visit for life limited parts replacement,
              based on scheduled replacement of life limited
              parts at a rate to be determined by the Court;

         (iv) landing gear reserves on each landing gear based on
              time between overhaul in the Debtors' FAA approved
              maintenance program at a rate to be determined by
              the Court; and

          (v) APU reserves based on the Debtors' typical shop
              visit interval for performance restoration for
              similar APUs in its fleet at a rate to be
              determined by the Court.

As adequate protection for the postpetition diminution in the
value of the Aircraft, Wachovia also asked the Court to grant it a
superpriority administrative claim pursuant to Section 507(b) of
the Bankruptcy Code, higher in priority than all administrative
claims.
       
                  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. 28; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DRAKE PRINTING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Drake Printing Co., Inc.
        115 South Munger Street
        Pasadena, Texas 77506

Bankruptcy Case No.: 06-31669

Type of Business: The Debtor is engaged in commercial printing.

Chapter 11 Petition Date: April 24, 2006

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  Fuqua & Keim, LLP
                  2777 Allen Parkway, Suite 480
                  Houston, Texas 77019
                  Tel: (713) 960-0277
                  Fax: (713) 960-1064

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
   Lynne Meiers                         $484,657
   115 Munger
   Pasadena, TX 77506

   American Express                      $96,295
   P.O. Box 360002
   Fort Lauderdale, FL 33336-0002

   Wells Fargo Business Line             $95,275
   P.O. Box 54349
   Los Angeles, CA 90054-0349

   J.L. Wood Electric                    $52,398

   Pasadena Paper LLC                    $50,000

   Smurfit-Stone                         $49,809

   Moreme                                $40,000

   MRS Industrial Staffing               $37,170

   Bruce Temporary Services, LLC         $30,795

   Washington Mutual                     $24,750

   Pasadena Skid and Pallet              $23,998

   Pitman Company                        $23,985

   Ken Williams                          $23,471

   Advanta Bank                          $17,740

   GE Capital Financial                  $16,844

   Drake Container                       $14,934

   MBNA America                          $13,180

   Sound Financial Solutions             $12,000

   Zions Bank                            $11,630

   Humana, Inc.                          $11,181


ELEVEN SOUTH: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Eleven South LaSalle Associates, LLC
        11 South LaSalle Street, Suite 1710
        Chicago, Illinois 60603

Bankruptcy Case No.: 06-04563

Chapter 11 Petition Date: April 24, 2006

Court: Northern District of Illinois (Chicago)

Judge: Susan Pierson

Debtor's Counsel: Mark E. Leipold, Esq.
                  Christopher J. Horvay, Esq.
                  Gould & Ratner
                  222 North LaSalle Street
                  Chicago, Illinois 60601
                  Tel: (312) 899-1651
                  Fax: (312) 236-3241

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


EVANS INDUSTRIES: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Evans Industries, Inc.
        1255 Peters Road
        P.O. Box 68
        Harvey, Louisiana 70059

Bankruptcy Case No.: 06-10370

Type of Business: The Debtor manufactures and distributes steel
                  drums.  See http://www.evansindustriesinc.com/

Chapter 11 Petition Date: April 25, 2006

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Eric J. Derbes, Esq.
                  Melanie M. Mulcahy, Esq.
                  The Derbes Law Firm, LLC
                  3027 Ridgelake Avenue
                  P.O. Box 8176
                  Metairie, Louisiana 70011-8176
                  Tel: (504) 837-1230
                  Fax: (504) 837-2214

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
SK Global America, Inc.                              $1,489,813
400 Poydras Street
New Orleans, LA 70130

Con-Tech International                               $1,310,831
1046 Annunciation Street
New Orleans, LA 70130

US Environmental                                     $1,238,764
Protection Agency
1445 Ross Avenue, Suite 1200
Dallas, TX 75202-2733

Enron Energy Services, Inc.                            $966,651
1221 Lamar, Suite 1600
Houston, TX 77010

Internal Revenue Service         Taxes                 $628,329
P.O. Box 660308
Dallas, TX 75266-0308

Chevron Texaco                                         $486,056
P.O. Box 740348
Dallas, TX 75373-0348

Evans Industries, Inc.                                 $339,612
401K Plan
1255 Peters Road
Harvey, LA 70058

Steel Resources, Inc.                                  $336,382
7330 Northwest 12th Street
Suite 750
Miami, FL 33126

AFCO                             Insurance             $182,594

American Flange & Mfg.                                 $182,593

Mobile Paint Manufacturing                             $173,448

Entergy                                                $166,676

Great West Life                                        $137,477

Sheriff Harry Lee                                      $136,147

Techintrade Corp.                                      $127,705

Udo Pooch                                              $124,167

Self Industries, Inc.                                  $116,370

Paul Gariepy                                           $114,000

DEQ Financial Service                                  $104,188


FALCONBRIDGE LTD: First Quarter 2006 Net Income Rises 163%
----------------------------------------------------------
Falconbridge Limited earned $462 million of net income during the
first quarter of 2006, a 163% increase from $176 million of net
income earned for the same period in 2005.  

Revenues for the first quarter of 2006 were $2.9 billion, 51%
higher than revenues of $1.9 billion in the same period of 2005.
The increase was mainly due to higher realized metal prices and
copper and nickel sales volumes, increased revenue contribution
from by-product molybdenum credits and improved copper concentrate
treatment and refining terms charged by Falconbridge copper
smelters.  Business unit revenues were 83% higher for copper, 9%
higher for nickel, 67% higher for zinc and 14% higher for
aluminum.

Operating expenses totaled $2.1 billion in the first quarter,
compared to $1.4 billion in the same period last year, primarily
due to the higher value of raw material feeds.  Mining, processing
and refining costs increased to $743 million from $595 million in
the first quarter of 2005 due to higher levels of copper anode and
copper cathode production, increased refined nickel production,
higher energy and supplies/consumables costs, and the impact of a
weaker U.S. dollar on operating costs at all Canadian and South
American operations.  The average value of the Canadian dollar
increased 6% to US$0.87 from US$0.82 during the first quarter of
2005.

Income generated by operating assets for the first quarter was
$739 million, 61% higher than $459 million in the first quarter of
2005.  Income generated by operating assets increased 112% to $489
million in the copper business, decreased 24% to $148 million in
the nickel business, increased from $6 million to $64 million in
the zinc business and increased 34% to $47 million in the aluminum
business.

Consolidated assets totaled $12.9 billion as at March 31, 2006,
compared with $12.4 billion at the end of 2005.  The increase is
primarily due to the investment of additional capital in advancing
brownfield and greenfield expansion development projects, higher
working capital levels due to increasing metals prices and cash
retained in the business generated by higher earnings.

"Falconbridge is off to a great start for 2006 as we took
advantage of the strong fundamentals of our business during the
first quarter," said Derek Pannell, Chief Executive Officer of
Falconbridge.  "Metals prices continued to climb and overall, our
operations have performed well, resulting in another quarter of
outstanding financial results.  As we move into the second
quarter, we look forward to benefiting from further upside at our
operations and from the high metal price environment, as LME
prices at the beginning of the second quarter have already
exceeded the first quarter average."

"We continue to work with Inco to seek U.S. and European
regulatory approval for the proposed combination of Inco and
Falconbridge.  Discussions with officials at both the U.S
Department of Justice and the European Commission continue to be
constructive as we await approvals from both regulatory bodies."

               Liquidity and Capital Initiatives

Falconbridge maintains long-term credit arrangements and
relationships with a variety of financial institutions and
investors in order to facilitate its ongoing access to domestic
and international financial markets to meet its funding needs.  
The Company's committed bank facilities, which expire in 2010,
total $780 million.  At March 31, 2006, these lines were
essentially undrawn.

Cash generated from operations, before the net change in accounts
receivables, payables and inventories, was $668 million during the
first quarter of 2006.  Total liquidity remains strong, with over
$1.8 billion of cash and undrawn lines at March 31, 2006.  Long-
term debt was $2.5 billion at quarter end excluding preferred
share liabilities.  Falconbridge's net-debt-to-capitalization
ratio stood at 33.3% at the end of the quarter, a reduction of 300
basis points since the end of 2005.

On March 16, 2006, Falconbridge announced its plans to redeem a
total of 20 million shares, or $500 million, of its outstanding
Junior Preference Shares, on April 26, 2006, based upon
shareholders of record on March 22, 2006.  Falconbridge has
benefited from high earnings and cashflow generation and will
utilize existing cash balances to fund the redemption.

Investments in new production capacity such as the Nickel Rim
South and Koniambo nickel projects totaled $98 million during the
first quarter.  For 2006, the Company's projected capital
investments are approximately $315 million for sustaining capital
expenditures and other smaller projects and approximately $435
million in new copper and nickel investments.

                        Labor Agreements

During the quarter, labor agreements were achieved at the Falcondo
ferronickel operation in the Domincan Republic, the Horne smelter
in Rouyn, Quebec and with supervisory and administrative personnel
at the St. Ann bauxite mine in Jamaica.  Negotiations at the
Brunswick Mine, Brunswick Smelter and Bulk Handling Operations in
New Brunswick, as well as General Smelting in Quebec, are ongoing.

In the second quarter of 2006, these collective agreements are up
for renewal:

    -- Raglan Mine in Quebec, Canada on April 30;
    -- Lomas Bayas in Chile on April 30; and
    -- Nikkelverk in Norway on May 31.

                            Inco Offer

On Oct. 11, 2005, Inco Limited announced an offer to acquire all
outstanding common shares of Falconbridge.  The offer was
comprised of part cash and part Inco common shares, which when
pro-rated subject to the maximum amounts offered would provide
Cdn$7.50 and 0.524 Inco shares for each Falconbridge common share.
(At the closing market price of Inco's stock on April 24, 2006,
the offer is valued at approximately Cdn$40.67 per Falconbridge
common share).  Both Boards of Directors unanimously endorsed the
acquisition offer and the Falconbridge Board recommended the
Company's shareholders tender their shares to the offer, which
remains open for acceptance to June 30, 2006.

The combined organization, which would be known as Inco Limited,
would be one of the world's premier mining and metals companies.
It would be the world's largest producer of nickel and eighth-
largest producer of copper, and would also operate integrated zinc
and aluminum businesses.  The new company would have one of the
mining industry's most attractive portfolios of low-cost,
profitable growth projects and would benefit from estimated annual
synergies of approximately $350 million - with this run rate
beginning in mid-2008.

Inco has obtained regulatory clearances from the Canadian
Competition Bureau and it continues to proceed to meet all
information and other requests from the U.S. Department of Justice
and the E.U. competition authorities.

              Junior Preference Shares Redemption

On March 16, 2006, Falconbridge announced its plans to redeem a
total of 20 million shares, or $500 million, of its outstanding
Junior Preference Shares, on April 26, 2006, based upon
shareholders of record on March 22, 2006.  Falconbridge will
utilize existing cash balances to fund the redemption.

                       About Falconbridge

Headquartered in Toronto, Ontario, Falconbridge Limited
(TSX:FAL.LV)(NYSE: FAL)  -- 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 and Lomas Bayas mines.  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.


FEDERAL-MOGUL: Negotiating & Revising Chapter 11 Plan Terms
-----------------------------------------------------------
The proponents of the chapter 11 plan of Federal-Mogul Corporation
and its debtor-affiliates -- the Debtors, the Official Committee
of Asbestos Personal Injury Claimants, the Official Committee of
Unsecured Creditors, the Official Committee of Equity Security
Holders, the Legal Representative for Future Asbestos Claimants,
and JPMorgan Chase Bank, as administrative agent under Federal-
Mogul Corporation's $1.932 billion prepetition credit facility --
are working to resolve the remaining issues in the Debtors'
Chapter 11 cases and propose a further amended plan in short
order.

The Debtors made the disclosure is a status report to the
U.S. Bankruptcy Court for the District of Delaware.

A full-text copy of the Debtors' Status Report is available for
free at http://ResearchArchives.com/t/s?84a

James E. O'Neill, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub, LLP, in Wilmington, Delaware, reminds the Court that
the Plan Proponents have resolved in 2005 their potentially
multi-billion dollar issues with the administrators of the U.K.
Debtors and the trustees of the T&N Retirement Benefits Scheme
(1989).  The resolution allowed substantial progress to be made
in the recent months towards the conclusion of the U.K. Debtors'
administration proceedings in the near term.

"The Debtors and the other Plan Proponents have not yet
ascertained the scope or necessity of any renoticing or
resolicitation of the Plan in light of the amendments to the Plan
that will be made to take account of the various settlements of
Plan-related issues that have been achieved since votes on the
Plan were originally solicited," Mr. O'Neill says.

"The Debtors are hopeful, however, that they will be in a
position to approach this Court in the near term for approval of
a supplemental disclosure document and, if necessary, procedures
for soliciting or resoliciting votes of certain limited
constituencies on the Plan."

                 Pending Confirmation Objections

Thirty-two objections to confirmation of the Plan were received
prior to the November 3, 2004, deadline for submitting
objections.  After discovery and negotiations, several
confirmation objections were resolved on a consensual basis.

The Plan Proponents are optimistic that consensual resolutions of
additional confirmation objections may be achieved in the future.

Two environmental claims-related objections have been withdrawn.

About 26 confirmation objections remain.  Twelve of them are pro
se objections principally relating to dissatisfaction with the
treatment of the T&N Pension Scheme.  These objections pre-date
the U.K. Global Settlement Agreement, which addresses those
claims.

            Estimation of T&N's Asbestos Liabilities

The District Court issued an opinion on September 13, 2005,
estimating T&N's liability for U.S. asbestos personal injury
claims at $9 billion.

The Asbestos PD Committee has appealed the estimation decision of
the District Court, which appeal is presently pending.

           Company Voluntary Arrangements in the Works

It is currently anticipated that the U.K. Administrators will
propose company voluntary arrangements for approximately 51 of
the U.K. Debtors in the very near term, Mr. O'Neill relates.  A
hearing before the English court concerning the procedures for
noticing and soliciting proxies on the CVAs occurred on April 6
and 7, 2006, and a order on the Administrators' application was
issued on April 12, 2006.

The English court's order effectively approved the
Administrators' proposed procedures for giving notice of and
soliciting proxies on the CVA, pursuant to which the
Administrators will mail the CVAs to creditors and publish notice
in accordance with U.K. law and the directions received from the
English court.  The mailing will include a solicitation of
proxies for creditors and shareholders to vote on the CVAs during
a 42-day notice period.

The proxies, together with any in-person votes cast on the CVAs
by creditors and shareholders, will be tabulated at creditors'
meetings convened by the Administrators.  Assuming the CVAs are
approved at the creditors' meetings, and a subsequent notice
period passes with no legal challenge to the CVAs being
sustained, the CVAs will become effective and the administration
proceedings for the U.K. Debtors covered by the CVAs will be
concluded.

             Settlement Talks with Cooper Industries

Mr. O'Neill discloses that the Debtors, the Asbestos Committee
and the Futures Representative have continued to negotiate to
reach an acceptable agreement with Cooper Industries, Ltd., and
Pneumo Abex Corporation.

The parties had reached an agreement resolving disputed claims in
excess of $400 million that Cooper asserted against certain of
the Debtors relating to Pneumo Abex asbestos claims.  But Judge
Lyons denied the request for a preliminary injunction that was
part of that agreement.

           Negotiations with PD Committee & Insurers

The Plan Proponents are also participating in negotiations with
the Asbestos PD Committee and most of the insurers.

However, in the event those negotiations do not reach a
successful conclusion in the near term, Mr. O'Neill says, the
Debtors intend to pursue and achieve confirmation of the Plan
over the objections of the Asbestos PD Committee and the
insurers.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some US$6
billion.  The Company filed for chapter 11 protection on Oct. 1,
2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq.,
James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin
Brown & Wood, and Laura Davis Jones Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, P.C., represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed US$10.15 billion in
assets and US$8.86 billion in liabilities.  Federal-Mogul Corp.'s
U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors. (Federal-Mogul Bankruptcy News,
Issue No. 107; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GALVEX HOLDINGS: Galvex Capital Hires DiConza Law as Counsel
------------------------------------------------------------
Galvex Capital, LLC, obtained authority from the U.S. Bankrupt
Court for the Southern District of New York to employ DiConza Law,
P.C. as its bankruptcy counsel, nunc pro tunc to Feb. 17, 2006.

Galvex Capital tells the Court that it wants DiConza Law to
handle matters that Winston & Strawn LLP cannot handle because
of a conflict of interest or, alternatively, which can be more
efficiently handled by DiConza Law.  Galvex Capital contends that
this will avoid unnecessary litigation and reduce the overall
expense of administering its chapter 11 case.

DiConza Law will:

    (a) advise Galvex Capital in connection with its claims
        against Galvex Holdings Limited, Galvex Estonia,
        Galvex Intertrade and Galvex Trade Limited;

    (b) negotiate with representatives of creditors and other
        parties in interest, including the landlord on Galvex
        Capital's office lease;

    (c) take necessary action to protect and preserve Galvex
        Capital's estate, including prosecuting actions on
        behalf of Galvex Capital;

    (d) advise Galvex Capital of its rights, powers, and duties
        as debtor in possession under chapter 11 of the
        Bankruptcy Code;

    (e) prepare on behalf of Galvex Capital, motions,
        applications, schedules, answers, orders, reports and
        papers necessary to the administration of the estate;

    (f) advise Galvex Capital in reviewing, estimating, and
        resolving claims asserted against its estate;

    (g) appear before the Court and any appellate courts and
        protect the interests of Galvex Capital and its estate;
        and

    (h) perform other necessary legal services and provide other
        necessary legal advice to Galvex Capital in connection
        with its chapter 11 case.

Gerard DiConza, Esq., a principal of DiConza Law, tells the Court
that he will bill $350 per hour for this engagement.

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

Mr. DiConza can be reached at:

         Gerard DiConza, Esq.
         DiConza Law, P.C.
         630 Third Avenue, Seventh Floor,
         New York, New York 10017.
         Tel: (212) 682-4940
         Fax: (212) 682-4942
         http://www.diconzalawpc.com/

                     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. Lead Case No. 06-10082).  Galvex Capital, LLC,
is represented by David Neier, Esq., at Winston & Strawn LLP,
and Gerard DiConza, Esq., at DiConza Law, P.C.  Galvex Holdings
Ltd. and the other debtor-affiliates are represented by David
Neier, Esq., at Winston & Strawn LLP, and Lori R. Fife, Esq.,
Marcia L. Goldstein, Esq., and Shai Waisman, Esq., at Weil,
Gotshal & Manges, LLP.  John P. McNicholas, Esq., and Thomas R.
Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP, represent
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.


GLATFELTER CO: S&P Removes $200 Mil. Notes' BB+ Rating from Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed its 'BB+' rating on the
proposed $200 million senior unsecured notes of Glatfelter (P.H.)
Co. (BB+/Stable/--) from CreditWatch, where it was placed with
negative implications on April 4, 2006.  The CreditWatch placement
reflected the rating agency's concerns about whether the proposed
notes would receive guarantees as effective as and similar enough
to the company's $300 million credit facility, also rated 'BB+',
to eliminate structural subordination.
     
"While the rating on the proposed notes is the same as that of the
credit facility, the notes are somewhat disadvantaged because
certain foreign subsidiaries that do not guarantee the notes can
borrow under the company's revolving credit facility," said
Standard & Poor's credit analyst Dominick D'Ascoli.  "We assume
that revolving credit facility borrowings at these foreign
subsidiaries will be no more than $125 million and that no foreign
subsidiary directly borrowed any proceeds from the $100 million of
term loans issued under the company's credit facility.  Given
these assumptions, the disadvantaged position of the note holders
is not significant enough to warrant a lower rating.  The rating
on the proposed notes is based on preliminary terms and
conditions."
     
The company will use proceeds from the proposed $200 million
senior unsecured note offering to refinance the 6.875% notes due
in 2007 and to repay outstanding balances under the new revolving
credit facility.
     
The corporate credit rating on York, Pennsylvania-based Glatfelter
reflects its position as a moderate-size paper producer with
modest free cash flows in a competitive and cyclical industry.  
The ratings also reflect a value-added niche product mix and
moderate financial policies.


GENERAL MOTORS: Antitrust Body Approves GMAC Stake Sale
-------------------------------------------------------
The U.S. Federal Trade Commission approved General Motors Corp.'s
move to sell its 51% controlling interest in General Motors
Acceptance Corp. to a consortium of investors led by Cerberus
Capital Management, LP, Reuters reports.  

GM is selling a majority stake in GMAC, its wholly owned financial
services subsidiary, to raise cash.  As reported in the Troubled
Company Reporter on April 4, 2006, GM expects to receive
approximately $14 billion in cash from the sale over a three-year
period, including distributions from GMAC, with an estimated $10
billion by closing.

According to GM, the transaction is designed to:

    -- strengthen GMAC's ability to support GM's automotive
       operations;

    -- improve GMAC's access to cost-effective funding; and

    -- provide significant liquidity to GM.  

The stake sale will also allow GM to continue participating in the
profitability of GMAC over the long term through its remaining 49%
ownership stake.

                         About Cerberus

Headquartered in New York City, Cerberus Capital Management, LP -
http://www.cerberuscapital.com/-- is one of the world's leading  
private investment firms with $18 billion in assets under
management for individual and institutional investors, including
state and corporate pension funds, insurance companies,
foundations and endowments.  Through its team of more than 275
investment and operations professionals, Cerberus specializes in
providing both financial resources and operational expertise to
help transform undervalued companies into industry leaders for
long-term success and value creation.

                             About GMAC

General Motors Acceptance Corporation and its subsidiaries,
operating under the umbrella GMAC Financial Services --
http://www.gmacfs.com/-- provide automotive financing, commercial  
finance, insurance and mortgage products, banking, and real estate
services, and have a presence in more than 40 nations.  GMAC has
extended more than $1.4 trillion in credit to finance more than
162 million vehicles.

                       About General Motors

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

                            *   *   *

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service reviews for possible downgrade General
Motors Acceptance Corporation's Ba1 long-term rating.  Moody's
retained Residential Capital Corporation's Baa3 long-term and
Prime-3 short-term ratings.   The action followed General Motors's
decision to sell a 51% stake in GMAC to a consortium led by
Cerberus Capital Management L.P..

As reported in the Troubled Company Reporter on April 5, 2006,
Standard & Poor's Ratings Services held its ratings on General
Motors Acceptance Corp. (GMAC; 'BB/B-1') and on GMAC's subsidiary,
Residential Capital Corp. (ResCap; 'BBB-/A-3'), on CreditWatch
with developing implications after General Motors Corp. disclosed
the proposed sale of its 51% ownership stake in GMAC to a
consortium headed by Cerberus Capital Management L.P.


GSAMP TRUST: Moody's May Lower Ratings on Two Security Tranches
---------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade
one tranche issued by GSAMP Trust 2003-SEA2.  The underlying
collateral is comprised of fixed-rate, subprime mortgage loans
which were seasoned at issuance.  Moody's also placed two tranches
from GSAMP Trust 2004-SEA2 on review for possible downgrade.  The
deal was issued with seasoned, subprime mortgage loans, some of
which experienced delinquency prior to securitization.

The 2003-SEA2 transaction has suffered low cumulative losses to
date, prompting Moody's to review the M-1 class for possible
upgrade.  The tranches from 2004-SEA2 are being placed on review
for downgrade based upon weaker than anticipated performance of
the underlying pool of mortgage loans, which has resulted in
deterioration of credit enhancement.

Complete rating actions are:

   Issuer: GSAMP Trust 2003-SEA2

      * Class M-1; Currently A2, under review for
        possible upgrade

   Issuer: GSAMP Trust 2004-SEA2

      * Class B-1; Currently Baa3, under review for
        possible downgrade

      * Class B-2; Currently Ba1, under review for
        possible downgrade


HAMILTON SAFE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hamilton Safe PR, Inc.
        P.O. Box 361295
        San Juan, Puerto Rico 00936

Bankruptcy Case No.: 06-01234

Type of Business: The Debtor manufactures security and storage
                  devices such as vaults, safe deposit boxes,
                  teller lockers, and depositories.  See
                  http://www.hamiltonsafe.com/

Chapter 11 Petition Date: April 25, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jose Raul Cancio Bigas, Esq.
                  134 Mayaguez Street
                  Hato Rey, Puerto Rico 00917
                  Tel: (787) 763-1940
                  Fax: (787) 758-9238

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hamilton Air                     Equipment              $88,325
3143 Production Drive
Fairfield, OH 45014

Hamilton Safe                    Equipment              $43,648
3143 Production Drive
Fairfield, OH 45014

ADI                              Equipment              $40,119
A Street #15
Julia Industrial Park
San Juan, PR 00920

Banco Popular de PR              Overdraft              $39,000

Triple S                         Services               $22,036

Bufete Cuevas & Lajara           Services               $20,000

Interlink Construction, Inc.     Services               $19,613

Cingular Wireless                Services               $11,867

Verizon Wireless                 Services               $10,964

Progressive Finance              Loan                   $10,683

United Hospital (Fenco)          Equipment               $7,471

World Net                        Services                $5,229

Laboratorio Clinico Noy          Services                $2,741

Signal Tech                      Supplies                $2,046

Juan Jacobo Garcia               Services                $2,000

UPS                              Services                $1,823

TMI                              Supplies                $1,459

Gemasco                          Equipment Lease         $1,325

Edgar Bengoa                     Equipment Lease         $1,119

Fleming's Transport              Services                $1,087


HEALTH NET: Improved Performance Prompts S&P to Affirm BB Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Health
Net Inc. (NYSE:HNT) and Health Net's various operating
subsidiaries to positive from stable because of the companies'
significantly improved operating performance and successful
provider-recontracting initiative.
     
Standard & Poor's also said that it affirmed its 'BB' counterparty
credit rating on Health Net and its counterparty credit and
financial strength ratings on Health Net's operating subsidiaries.
Health Net's core subsidiaries are rated 'BBB-', and its
strategically important subsidiaries are rated 'BB+'.
      
"The ratings are based on the group's well-established competitive
position, improved profitability, and conservative debt leverage
as well as the earnings and cash-flow diversity that its
Government Services Division provides," said Standard & Poor's
credit analyst Neal Freedman.  "Offsetting these positive factors
are the challenges Health Net faces in stabilizing commercial
membership losses in its core California marketplace, its limited
product scope, and its diminished competitive standing in the
Northeast."
     
Standard & Poor's expects Health Net's 2006 consolidated pretax
GAAP earnings to be $560 million-$570 million, reflecting an ROR
of about 4%.  Excluding the impact of the Universal Care Inc.
acquisition, Standard & Poor's expects Health Net's 2005 health
plan enrollment base of 3.4 million members to increase by about
320,000 members in 2006.  This increase consists of the addition
of about 300,000 Medicare Part D prescription drug plan members
and about 20,000 Medicare Advantage members.  The capital adequacy
ratio is expected to be 150%-160%.  If Health Net meets or exceeds
these expectations, the ratings will likely be raised by one
notch.  Conversely, if the company does not meet these
expectations, Standard & Poor's will likely revise the outlook
back to stable.
     
Health Net operates one of the largest HMOs in California, which
is characterized by a relatively concentrated population.  The
company's insured membership in California totaled about 2.25
million at year-end 2005, which constituted 65% of insured
membership as of Dec. 31, 2005.  The California operations have
contributed significantly to the company's ability to provide
liquidity for the parent and fund growth internally.


HEALTHSOUTH CORP: Incurs $446 Million Net Loss in 2005
------------------------------------------------------
HealthSouth Corporation incurred a $446 million net loss for the
year ended Dec. 31, 2005, compared with a loss of $174.5 million
in 2004.  

The increased loss, according to HealthSouth, principally resulted
from:

    * the $215 million non-cash charge relating to a global,
      preliminary agreement in principle with the lead plaintiffs
      in the federal securities class actions and the derivative
      actions, as well as with insurance carriers, to settle
      litigation filed against the company, certain former
      directors and officers, and certain other parties;

    * a decrease in operating revenue as a result of declining
      volumes in each of the company's operating segments,
      particularly declines in its Inpatient Division due to the
      continuing negative effects of the 75% Rule and changes in
      the prospective payment system for inpatient rehabilitation
      facilities as well as the classification of two previously
      consolidated inpatient facilities as managed facilities as
      described below;

      -- The company has classified two Massachusetts inpatient
         facilities, which were previously consolidated, as
         managed facilities as a result of a change in ownership
         of the facilities due to the termination of the lease by
         the landlord.  Consequently, the company's net operating
         revenues and operating earnings were negatively impacted
         by approximately $106.3 million and $3.6 million,
         respectively, in 2005.

    * higher other operating expenses, primarily related to
      increased professional fees associated with projects
      related to the company's compliance with Section 404 of the
      Sarbanes-Oxley Act of 2002, strategic consulting and other
      similar services from accounting and consulting firms;

    * increased interest expense, due primarily to amortization
      of consent fees and bond issue costs associated with the
      company's 2004 consent solicitation and 2005 refinancing
      transactions; and

    * an increase in the provision for income taxes despite a
      higher loss.

Additionally, the company explained that the negative effects were
partially offset by a $37.9 million recovery of bad debt in 2005
associated with the Meadowbrook transaction and the company's
effective management of labor-related costs during periods of
declining volume.

                   Consolidated Adjusted EBITDA

The company's Consolidated Adjusted EBITDA was $629.1 million in
2005 versus $698.8 million in 2004, representing a decrease of
$69.7 million or 9.9%.  The decline, the company said, was
primarily due to declining volumes experienced by the company's
operating segments and increased operating expenses associated
with professional service fees, as discussed above.

                        Internal Controls

HealthSouth noted that its 2005 Form 10-K filing includes an
unqualified opinion from PricewaterhouseCoopers LLP, the company's
independent auditor, as to the fair presentation of the financial
statements included in the Form 10-K.  The company further noted
that the 2005 Form 10-K contains an unqualified opinion with
respect to the company's assessment of its internal control over
financial reporting but contains an adverse opinion with respect
to the effectiveness of the company's internal control over
financial reporting, which is consistent with the company's
assessment.

Since Dec. 31, 2004, the company said it has significantly reduced
the number of material weaknesses.  Its improvements in internal
controls include improved company-wide policies and procedures
over the financial close and reporting process, implementation of
an anti-fraud program, substantial improvements to the corporate
governance process and updated and enhanced procedures with
respect to the review, supervision, and monitoring of accounting
operations at the facility level.

Headquartered in Birmingham, Alabama, HealthSouth Corporation --
http://www.healthsouth.com/-- provides outpatient surgery,
diagnostic imaging and rehabilitative healthcare services,
operating facilities nationwide.  

                          *     *     *

Moody's assigned HealthSouth's debt and corporate family ratings
at B2 and B3 respectively.  The ratings were placed on April 18,
2006, with a stable outlook.

On April 11, 2006, Standard & Poor's placed the company's long
term local and foreign issuer credit ratings at B with a stable
outlook.


HEARTLAND PARTNERS: Plans to Dissolve & Liquidate Under Chapter 11
------------------------------------------------------------------
Heartland Partners, L.P. (Amex: HTL) and its affiliates plan on
dissolving and liquidating by filing voluntary petitions under the
provisions of Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court, Northern District of Illinois.

Heartland Partners, L.P. is a Chicago-based real estate limited
partnership with properties, primarily in the upper Midwest and
northern United States. CMC Heartland is a subsidiary of Heartland
Partners, L.P. and is the successor to the Milwaukee Road
Railroad, founded in 1847.


HSI ASSET: Moody's Rates Cert. Classes M-10 and M-11 at Low-B
-------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by HSI Asset Securitization Corporation Trust
2006-OPT3, Mortgage Pass-Through Certificates, Series 2006-OPT3,
and ratings ranging from Aa1 to Ba2 to the subordinate
certificates in the deal.

The securitization is backed by Option One Mortgage Corporation
originated adjustable-rate and fixed-rate subprime mortgage loans
acquired by HSBC Bank USA, N.A.  The ratings are based primarily
on the credit quality of the loans, and on the protection from
subordination, excess spread, overcollateralization, an interest
rate cap agreement, and an interest rate swap agreement.  Moody's
expects collateral losses to range from 4.95% to 5.45%.

Option One Mortgage Corporation will service the loans and Wells
Fargo Bank, N.A. will act as master servicer.  Moody's has
assigned Option One Mortgage Corporation its top servicer quality
rating as a primary servicer of subprime loans.  Moody's has also
assigned Wells Fargo Bank, N.A. its top servicer quality rating as
a master servicer.

The complete rating actions are:

       HSI Asset Securitization Corporation Trust 2006-OPT3
       Mortgage Pass-Through Certificates, Series 2006-OPT3
                    * Class I-A, Assigned Aaa
                    * Class II-A, Assigned Aaa
                    * Class III-A-1, Assigned Aaa
                    * Class III-A-2, Assigned Aaa
                    * Class III-A-3, Assigned Aaa
                    * Class III-A-4, Assigned Aaa
                    * Class M-1, Assigned Aa1
                    * Class M-2, Assigned Aa2
                    * Class M-3, Assigned Aa3
                    * Class M-4, Assigned A1
                    * Class M-5, Assigned A2
                    * Class M-6, Assigned A3
                    * Class M-7, Assigned Baa1
                    * Class M-8, Assigned Baa2
                    * Class M-9, Assigned Baa3
                    * Class M-10, Assigned Ba1
                    * Class M-11, Assigned Ba2


INTEGRATED DISABILITY: Sells Assets to Reliance Standard for $700K
------------------------------------------------------------------
The Honorable Barbara J. Houser of the U.S. Bankruptcy Court for
the Northern District of Texas gave Integrated DisAbility
Resources, Inc., permission to sell substantially all of its
assets to Reliance Standard Life Insurance, Inc., for $700,000.  
The Court allowed the Debtor to sell the assets free and clear of
all liens, claims and encumbrances and interests.

Reliance has made a $140,000 refundable down payment and will pay
the balance of the purchase price at closing.  

Headquartered in Irving, Texas, Integrated DisAbility Resources,
Inc. -- http://www.myidr.com/-- provides disability plans and     
ongoing health and productivity services to claimants and
employees.  The Debtor filed for chapter 11 protection on Feb. 10,
2006 (Bankr. N.D. Tex. Case No. 06-30575).  Cynthia Williams Cole,
Esq., and Vincent P. Slusher, Esq., at Godwin Pappas Langley
Ronquillo LLP, represent the Debtor in its restructuring efforts.  
The United States Trustee for Region 6 wasn't able to form an
official committee of unsecured creditors for lack of interest and
lack of attendance during the creditors' meeting on March 21,
2006.  When the Debtor filed for protection from its creditors, it
estimated $1 million to $10 million in assets and $10 million to
$50 million in debts.


INTEGRATED ELECTRICAL: Texas Court Confirms Plan of Reorganization
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas,
Dallas Division confirmed the second amendment reorganization plan
of Integrated Electrical Services, Inc., on April 26, 2006.

The Plan had previously been approved by a vote of the company's
subordinated note holders, senior convertible note holders and
equity interest holders.  The approval of the Plan affirms that
all reorganization requirements have been met under the United
States Bankruptcy Code, and IES expects to emerge from Chapter 11
protection in the first half of May 2006.

                        Terms of the Plan

Each holder of the company's approximately $173 million
outstanding Senior Subordinated Notes will receive, in exchange
for their total claim (including principal and interest), a pro
rata portion of 82% of the new IES Common Stock to be issued
pursuant to the Plan.

Each holder of IES' currently outstanding Common Stock (as
described in the Plan) will receive their pro rata portion of 15%
of the new IES Common Stock to be issued pursuant to the Plan.

Certain members of the company's management will receive
restricted shares of new IES Common Stock equal to 3% of the new
IES Common Stock to be issued pursuant to the Plan (in each case
before giving effect to the new options issued pursuant to the
company's 2006 Equity Incentive Plan, which are expected to be
exercisable for up to 10% of the new IES Common Stock on a fully
diluted basis).

                          Lender Talks

The company is conducting ongoing negotiations with term and
revolving credit facility lenders, and it is contemplated that the
company will enter into revolving and term exit agreements upon
their emergence from Chapter 11.  The revolving exit credit
facility is expected to provide the company with liquidity for
working capital and other general corporate purposes, and
substantially all of the proceeds of the term exit credit facility
are expected to be used to refinance the company's $50 million
outstanding Senior Convertible Notes and related business unit
guarantees.  The company is also in negotiations with its existing
surety bond providers regarding post- emergence surety bonding for
the company.

Pending the company's emergence from Chapter 11, the company will
continue to pay its vendors in the ordinary course of business as
has been done throughout the bankruptcy.

The company's emergence from Chapter 11 remains subject to several
conditions set forth in the Plan, including:

   -- the closing of the company's exit credit facilities (which
      are still being negotiated),

   -- the refinancing of the Senior Convertible Notes, and

   -- the confirmation order becoming a final order (which would
      occur after the 10-day appeal period runs without any appeal
      or the dismissal of any appeal that is made).

There is no assurance as to when these conditions will be met.

"I am very happy to announce that we have completed this critical
step in our reorganization process," Byron Snyder, IES' chairman,
president, and chief executive officer, said.  "We believed all
along that we could get through this process fairly quickly, and
thanks to the hard work of many people, including our outside
advisors, we have achieved our goals."

                   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.


J. CREW: S&P Rates $285 Million Term Loan at B With Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services' assigned its 'B' rating and
'3' recovery rating to J. Crew Operating Corp.'s $285 million term
loan and listed that rating on CreditWatch with positive
implications.  The '3' rating indicates that lenders can expect
meaningful (50%-80%) recovery of principal in the event of a
payment default or bankruptcy.
     
The 'B' corporate credit rating for J. Crew Group remains on
CreditWatch with positive implications due to the planned
recapitalization of the company, which includes an IPO of its
common stock and debt refinancing.  The company's announced that
it plans to use proceeds from the new term loan and about $27
million in cash to refinance the company's $275 million 9 3/4%
senior subordinated notes and about $22 million of its remaining
outstanding 13-1/8% senior discount debentures.
     
J. Crew has made substantial progress in turning around its
operating performance for the past several quarters.  This
reflects management's successful merchandising initiative and
operating discipline.  Comparable-store sales rose 15.9% in the
nine months ended Oct. 29, 2005, while direct sales increased 27%
for the same period.  Profitability has recovered because of lower
markdowns and positive sales leverage.  Despite the recent
improvement, the company faces difficult comparisons over the next
few quarters and has only a relatively short track record of
operating performance at the current level.
     
Cash flow generation has strengthened, with EBITDA increasing to
$90 million for the nine months ended Oct. 29, 2005, from only $46
million one year ago.  As a result, credit protection measures
improved with total debt to EBITDA declining to about 6.1x for the
12 months ended Oct. 29, 2005, from more than 8x at fiscal year
ended Jan. 29, 2005.  Liquidity remains good, with good
availability under its $170 million revolving credit facility.
     
Assuming the completion of the planned recapitalization, Standard
& Poor's expects to raise its corporate credit rating on J. Crew
to 'B+', and remove the rating from CreditWatch, at which time the
rating outlook is expected to be stable.  The prospective rating
action reflects the significant improvement in the financial
profile because of a material reduction in debt leverage, as well
as a streamlined capital structure and enhanced financial
flexibility.


JETBLUE AIRWAYS: Posts $32 Million Net Loss in First Quarter
------------------------------------------------------------
JetBlue Airways Corporation incurred a $32 million net loss for
the first quarter of 2006, compared to first quarter 2005 net
income of $6 million.

Operating revenues for the quarter totaled $490 million,
representing growth of 31.4% compared to the first quarter of
2005, on 27.2% more capacity.

For the first quarter, revenue passenger miles increased 24.8%
from the first quarter of 2005 to 5.5 billion.  Yield per
passenger mile was 8.37 cents, up 4% compared to 2005.  Operating
revenue per available seat mile increased 3.3% year-over-year to
7.46 cents.  Available seat miles grew 27.2% to 6.6 billion.

"We are disappointed to report our second consecutive quarterly
loss," said David Neeleman, JetBlue's Chairman and CEO.  "As we
face what might be the 'new normal' for fuel prices, we have
developed a comprehensive 'Return to Profitability' plan that
includes right-sizing capacity, revenue enhancements and cost
reductions.  We are focusing on diversifying our route network
with an emphasis on medium- and short-haul flights, revamping our
fare structures to meet the sustained high fuel prices and right-
sizing capacity in our trans-continental markets.  The first
action of this strategy is to adjust our fleet plan by deferring
12 aircraft previously scheduled for delivery in 2007 through 2009
to 2011 through 2012, and seeking a buyer for at least two of our
Airbus A320 aircraft currently in revenue service.  Taking these
actions now allows us to continue to grow at a less accelerated
rate, while still preserving our ability to take advantage of
market opportunities now and in the future."

JetBlue achieved a completion factor of 99.0% of scheduled flights
in the first quarter, compared to 98.6% in 2005.  On-time
performance, defined by the U.S. Department of Transportation as
arrivals within 14 minutes of schedule, was 70.6% in the first
quarter compared to 65.6% in the same period in 2005.  The Company
attained a load factor in the first quarter of 2006 of 84.2%, a
decrease of 1.6 points on a capacity increase of 27.2% over the
first quarter of 2005.

Dave Barger, President and COO, commented: "JetBlue's crewmembers
again met the challenges of operating in the congested Northeast
airspace, especially given the disruption caused by the blizzard
in February.  In addition, the performance of our E190 fleet has
improved steadily since introducing this new aircraft type in
November 2005.  With six months of operating experience, E190
reliability is performing within the range of expectations on all
our routes, including our initial route between New York's JFK and
Boston's Logan airport.  To further improve system-wide
operational performance we revitalized our 'BlueTurn' process,
designed to obtain better labor efficiencies for our airport
crewmembers, while keeping aircraft ground time to an absolute
minimum.  Our crewmembers' enthusiasm and commitment to keeping
the JetBlue Experience unique for our customers was recognized
with the 'Best Domestic Airline' by Travel + Leisure's readers,
'Passenger Service Award" by Air Transport World Magazine and the
number 1 ranking in the Wichita State University and University of
Nebraska Airline Quality Rating for the third straight year."

                   Return to Profitability Plan

As part of its Return to Profitability Plan, JetBlue's leadership
team completed an extensive evaluation, which identified
opportunities to decrease costs, increase labor efficiencies and
improve revenue performance, while keeping the JetBlue Experience
unique and continuing to meet customer expectations.  Specific
initiatives of this plan will be rolled out throughout 2006 and
include a variety of revenue enhancement initiatives, more
efficient fuel usage and conservation efforts, more rigorous
supply chain management and a broad review of all expenses
throughout the organization.

Under the  plan, JetBlue will reduce capacity in certain trans-
continental markets, increase trans-continental flying in higher
performing markets and shift flying to shorter haul markets as a
result of the high cost of fuel.

Supporting this initiative, JetBlue introduced new service between
the following city pairs since the beginning of the year:

      Short-Haul                       Medium-Haul
      ----------                       -----------
      Boston - Washington              New York/JFK - Austin, TX
      New York/JFK- Richmond, VA       Boston - Austin, TX
      Boston - Richmond, VA            Boston - Nassau

As part of the airline's capacity-adjustment plan for 2006,
JetBlue intends to sell at least two of its existing Airbus A320
aircraft that are currently in revenue service.  JetBlue projects
2006 ASM growth, which had previously been projected at 28-30%
over 2005, will be reduced to 20-22% for the full year over 2005.

JetBlue will also defer 12 Airbus A320 aircraft originally
scheduled for delivery between 2007-2009 to 2011-2012.  To
preserve the airline's ability to take advantage of market
opportunities, JetBlue has increased A320 options from two
aircraft to four aircraft in both 2009 and 2010.  The Embraer E190
delivery schedule remains unchanged.

                    Second Quarter Outlook

For the second quarter of 2006, JetBlue expects to report an
operating margin between 4% and 6% assuming an all in aircraft
fuel cost per gallon of $2.10.  For the second quarter, CASM is
expected to increase between 19% and 20% over the year-ago period,
at the assumed $2.10 aircraft fuel cost per gallon.  Excluding
fuel, CASM in the second quarter is expected to increase between
9% and 11% year over year.  Capacity is expected to increase
between 22% and 24% over the same period last year.

For the full year 2006, JetBlue expects to report an operating
margin between 3% and 5% based on an assumed aircraft fuel cost
per gallon of $2.10, net of hedges.  CASM for the full year is
expected to increase between 13% and 15% over full year 2005, at
the assumed $2.10 aircraft fuel cost per gallon.  Excluding fuel,
CASM in 2006 is expected to increase between 6% and 8% year over
year.  Capacity for the full year 2006 is expected to increase
between 20% and 22% over 2005.  Based on these assumptions, the
company expects to report net income in the second quarter and a
net loss for the full year 2006.

                          About JetBlue

Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq:JBLU) -- http://www.jetblue.com/-- provides passenger air  
transportation services primarily in the United States.  As of
Feb. 14, 2006, the Company operated approximately 369 daily
flights serving 34 destinations in 15 states, Puerto Rico, the
Dominican Republic, and the Bahamas.  The Company also provides
in-flight entertainment systems for commercial aircraft, including
live in-seat satellite television, digital satellite radio,
wireless aircraft data link service, and cabin surveillance
systems and Internet services, through its wholly owned
subsidiary, LiveTV, LLC.


JETBLUE AIRWAYS: Weak Financial Profile Cues S&P's Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on JetBlue
Airways Corp., including the 'B+' corporate credit rating, on
CreditWatch with negative implications.
      
"The CreditWatch placement reflects the company's weakened
financial profile due to its $32 million loss incurred in the
first quarter of 2006, in conjunction with its $42 million loss
incurred in the fourth quarter of 2005," said Standard & Poor's
credit analyst Betsy Snyder.  "Although JetBlue expects to report
a profit in the second quarter of 2006, it anticipates a loss for
full-year 2006."
     
JetBlue's profitability has been hard hit by continuing high fuel
prices.  As a result, it has developed a "Return to Profitability"
plan that includes right-sizing capacity, revenue enhancements,
and cost reductions.  The plan calls for the deferral of 12 A320
deliveries originally scheduled for the 2007 to 2009 period to the
2009 to 2012 period, and the sale of two A320's from its current
fleet; the airline will also focus more on short- to medium-haul
flying while reducing certain longer-haul flights.
     
In 2005, JetBlue lost $20 million after several years of
profitability, a period when most U.S. airlines were unprofitable.
However, the company has minimal fuel hedging in place and has not
been able to increase fares enough to offset continuing high fuel
prices.  The airline has also been plagued by operational
performance issues and integration problems related to its new
Embraer 100-seat regional jet.  Standard & Poor's will evaluate
the company's business and financial prospects with management to
resolve the CreditWatch review in the near future.


KERZNER: Baron Cos. Buy Shares & Negotiate $3B Going-Private Deal
-----------------------------------------------------------------
Ronald Baron, Chairman of the Board and Chief Executive of these
companies, directed the purchase of 5,313,000 shares of Kerzner
International Limited's common stock for $154,732,879:

   * Baron Capital Group, Inc.;
   * BAMCO, Inc.;
   * Baron Asset Fund; and
   * Baron Capital Management, Inc.

Investment advisory clients for BAMCO, Inc., bought the shares at
Mr. Baron's advice.  Baron Asset Fund bought 2,400,000 of those
shares for $77,808,281.  Baron Capital Management's investment
advisory clients bought 339,145 of those shares for $8,897,033.  
An investment partnership under the control of Baron Capital also
bought 135,000 of those shares for $3,043,497.  

These entities now beneficially own these Kerzner shares:

   Baron Entity               # of Shares         % of Stake
   ------------               -----------         ----------
   Baron Capital Group          5,787,145              15.8%
   BAMCO                        5,313,000              14.5%
   Baron Asset Fund             2,400,000               6.5%
   Baron Capital Management       474,145               1.3%
   Ronald Baron                 5,787,209              15.8%

                       Going Private Deal

Baron's companies bought the shares as Kerzner mulls a
$3.6 billion going-private deal.  An investor group -- led by the
Company's Chairman, Sol Kerzner and its Chief Executive Officer,
Howard "Butch" Kerzner -- offers to buy majority of the Company's
shares for $76 in cash per share.   The investor group also
includes:

   * Istithmar PJSC, a significant Kerzner shareholder;
   * Whitehall Street Global Real Estate Limited Partnership 2005;
   * Colony Capital LLC, Providence Equity Partners, Inc.; and
   * The Related Companies, L.P., which is affiliated with one of
     the Company's directors.  

The transaction includes the assumption of $599 million of net
debt as of Dec. 31, 2005.

                  Negotiating Terms of the Deal

Mr. Baron told Howard Kerzner he does not support the proposed
$76 per share going-private transaction.  Mr. Baron asserted this
position during their meetings with Baron Capital Group's general
counsel on April 19 and April 20, 2006.  Mr. Baron said he carried
the voice of investment advisory clients of his firms.  

Mr. Baron said the group headed by Mr. Kerzner should raise their
offer to $80 per share.  At that price, Mr. Baron is certain his
clients would support the deal.  Mr. Baron's clients, he said,
also want to invest at least $200 million of equity in Kerzner.

Mr. Baron subsequently spoke to Eric Siegel, the head of Kerzner's
special committee charged with evaluating this transaction, and
Mr. Siegel's counsel by telephone.  During that telephone call,
Mr. Baron reiterated his stand.  He also informed Mr. Siegel that
he was not interested in investing in Kerzner as a privately owned
business on behalf of clients if that company were managed by
anyone but Mr. Kerzner and his father, Solomon Kerzner.  Mr. Baron
told Mr. Siegel that, in his considered judgment, a transaction
with the Kerzner family continuing as management not only offered
Kerzner prospects for further growth but provided a high degree of
certainty that this proposed transaction could be completed
rapidly.

                           Financials

As of Dec. 31, 2005, Kerzner has $2,276,622 in assets, $1,111,097
in debts and $1,161,762 in equity.  At Dec. 31, 2005, Kerzner has
$269.72 million of current assets to pay off $253.94 million of
current debts.  Kerzner has been profitable in the past three
years.  In 2005, it earned $721.52 million in net income.  Kerzner
burned $64.39 million of its cash.  Moody's Investors Service and
Standard & Poor's Ratings Services are reviewing their ratings on
Kerzner.  Moody's puts Ba3 Corporate Family Rating and B2
Guaranteed Senior Subordinate Ratings on Kerzner.  Kerzner
International North America, Inc. got Moody's B2 Guaranteed Senior
Subordinate shelf rating.  Kerzner has S&P's 'BB-' corporate
credit rating.

                   About Kerzner International

Kerzner International Limited -- http://www.kerzner.com/--     
through its subsidiaries, is a leading international developer and
operator of destination resorts, casinos and luxury hotels.  The
Company is also a 37.5% owner of BLB Investors, L.L.C., which owns
Lincoln Park in Rhode Island and pari-mutuel racing facilities in
Colorado.  In the U.K., the Company is currently developing a
casino in Northampton and received a Certificate of Consent from
the U.K. Gaming Board in 2004.  In its luxury resort hotel
business, the Company manages ten resort hotels primarily under
the One&Only brand.  The resorts, featuring some of the top-rated
properties in the world, are located in The Bahamas, Mexico,
Mauritius, the Maldives and Dubai.  An additional One&Only
property is currently in the planning stages in South Africa.


KRATON POLYMERS: S&P Rates Proposed $365 Million Facility at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and
its recovery rating of '2' to Kraton Polymers LLC's proposed
$365 million senior secured term loan facility, based on
preliminary terms and conditions.
     
At the same time, Standard & Poor's affirmed all ratings on Kraton
and its parent, Polymer Holdings LLC, including its 'B+' corporate
credit rating.  The rating on the senior secured credit facility
is the same as the corporate credit rating; this and the recovery
rating of '2' indicate that bank lenders can expect substantial
(80% to 100%) recovery of principal in the event of a payment
default.
      
"The ratings on Kraton reflect its weak business risk profile
derived from its narrow focus on the styrenic block polymers
(SBCs) market," said Standard & Poor's credit analyst George
Williams.  "The ratings also reflect a difficult raw-material
environment and a highly leveraged financial profile."
     
Houston, Texas-based Kraton is a leading producer of SBCs with
about $975 million in annual sales and approximately $565 million
of debt outstanding (excluding operating leases and unfunded
postretirement benefits).  The company produces both
unhydrogenated SBCs and hydrogenated SBCs, sold under the Kraton D
and Kraton G brand names, respectively.  SBCs offer flexibility,
resilience, strength, and durability to a wide range of products
in a number of end-use markets, including:

   (1) paving and roofing;
   (2) adhesive, sealants and coatings;
   (3) compounding channels;
   (4) packaging and films; and
   (5) personal care.

The SBC market is estimated at $3 billion and is expected to grow
by about 6% a year, with faster growth expected in HSBCs, which
are primarily used in compounding and polymer systems.  USBC
growth is typically slower because of some concentration of sales
to the more mature footwear market.  Still, demand for both USBCs
and HSBCs will show some cyclicality with economic conditions.
     
Kraton accounts for the largest share of SBC industry sales --
more than twice that of its nearest competitor -- and holds the
leading share in both USBCs and HSBCs.  The company's focus on
products and end-use markets that are more difficult to produce
and require higher performance characteristics, leads to value-
added pricing and better margins.  These products offer a good
trade-off between cost and performance, which supports demand and
limits substitution risk (although a higher pricing environment
due to elevated raw-material costs may begin to test this
strength).  Kraton has the top share in the remaining three key
end markets.  Still, barriers to entry are moderate, so
competitors are expected to gradually reduce the company's sizable
share advantage.


LBSBC SECURITIES: Moody's Rates $6.5 Million Class N3 Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to three classes of
notes of the LBSBC Net Interest Margin Securities, Series 2006-1
transaction issued by LBSBC NIM Company 2006-1.  The transaction
represents a securitization of certain residual certificates
issued by Lehman Brothers Small Balance Commercial, Series
2005-2.  Primary collateral for the Net Interest Margin Notes
consists of the Class X certificates and Class P certificates from
the Underlying Transaction.  The Underlying Transaction in turn is
collateralized by a pool of small business loans secured by
commercial real estate being serviced by Lehman Brothers Bank, a
subsidiary of Lehman Brothers, Inc.

Complete rating actions:

   Issuer: LBSBC Net Interest Margin Securities, Series 2006-1

   * $12,205,000 Class N1 Notes, rated Baa2
   * $7,323,000 Class N2 Notes, rated Ba2
   * $6,509,000 Class N3 Notes, rated B2

The ratings are based on the anticipated cash flows to be received
from the Class X and Class P Certificates, as well as in the case
of the Class N1 and Class N2 Notes, their respective reserve
accounts.  The Class X and Class P Certificates hedge each other
to some degree, insofar as lower levels of prepayments and
prepayment fee collections should result in higher levels of
excess interest, while higher levels of prepayments, while
reducing future excess interest should result in higher prepayment
fee collections.  However it should be noted that the prepayment
fees on the underlying loans decline or run off over time so that
after five years there will be only limited benefit available from
the Class P Certificates in respect of loan prepayments.

The notes were sold in privately negotiated transactions without
registration under the Securities Act of 1933.  The issuance has
been designed to permit resale under Rule 144A.


LEAR CORP: Completes New $1 Billion Financing Transaction
---------------------------------------------------------
Lear Corporation (NYSE: LEA) completed a $1 billion term loan
facility, the proceeds of which will be used to refinance
upcoming debt maturities.  The term loan facility will mature in
April 2012 and is in addition to the Company's currently existing
$1.7 billion revolving credit facility.

"The new credit facility addresses Lear's 2007 debt maturities and
a portion of our 2008/2009 debt maturities," said Bob Rossiter,
Lear's chairman and chief executive officer.  "By addressing those
debt maturities early, investors can be assured that the Company
is focused on improving our longer-term operating performance."

In connection with the new term loan facility, the Company amended
and restated its prior credit facility to:

   -- provide additional collateral for both the Company's
      existing revolving credit facility and the new term
      facility,

   -- increase the interest rates applicable to the revolving
      credit facility and

   -- modify the financial covenants to provide additional
      flexibility.

Headquartered in Southfield, Michigan, Lear Corporation --
http://www.lear.com/-- is one of the world's largest suppliers of  
automotive interior systems and components.  Lear provides
complete seat systems, electronic products and electrical
distribution systems and other interior products.  With annual net
sales of $17.1 billion, Lear ranks #127 among the Fortune 500.  
The Company's world-class products are designed, engineered and
manufactured by a diverse team of 115,000 employees at 282
locations in 34 countries.  Lear is traded on the New York Stock
Exchange under the symbol [LEA].

                          *     *     *

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's affirmed the 'B+' rating on the $1 billion
first-lien term loan.  Standard & Poor's corporate credit rating
on Lear Corp. is B+/Negative/B-2.  The speculative-grade rating
reflects the company's depressed operating performance caused by
severe industry pressures.


LEVEL 3: High Leverage Cues DBRS to Hold Low-B and Junk Ratings
---------------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Level 3
Communications Inc.'s Senior Unsecured Notes at CCC and its
Subordinated Notes at C.  In addition, DBRS confirmed the ratings
of Level 3 Financing Inc.'s Senior Secured Credit Facility at
B (low) and its Senior Unsecured Notes at CCC.  All trends remain
Stable.

Rating actions:

   * Senior Secured Credit Facility -- Confirmed B (low)

   * Senior Unsecured Notes -- Confirmed CCC

   * Subordinated Notes -- Confirmed C

Level 3's ratings remain confined at their current levels and
continue to reflect the high degree of leverage that exists at the
Company, along with the expectation of continued free cash flow
deficits given the challenging environment that faces alternate
communication providers.

DBRS changed the trend on Level 3's ratings to Stable from
Negative back in December 2005 reflecting the acquisition of
WilTel Communications, LLC, which should help improve Level 3's
cash flow from operations along with the Company's improved
liquidity position through the recent debt exchange offer.  This
exchange reduced the amount of debt maturing in 2008 from
approximately $1.3 billion to just under $600 million, thus
alleviating DBRS's concerns about these upcoming maturities.

Although DBRS notes that the Company's recent issuance of
$700 million in new debt will increase interest expense, it does
provide Level 3 with the flexibility to either call back further
2008 notes that can be redeemed in 2006 or pursue further
acquisitions that could potentially help Level 3 accelerate the
reduction in its free cash flow deficits.  Given its current
configuration, Level 3 is still challenged by pricing declines in
certain product areas, although it appears that pricing pressures
are starting to moderate.

Additionally, the Company is also facing a shift in its business
mix into new growth areas related to Voice over Internet Protocol
and Video over Broadband to alleviate the declines in its managed
modem business and the elimination of DSL revenues.  DBRS believes
uncertainty remains over the timing of consumer adoption of these
new growth services, a factor that Level 3 has no control over.  
As a result, it remains unclear on exactly when these new services
will begin to meaningfully contribute to Level 3's cash flow from
operations.  DBRS does acknowledge that both the recent WilTel and
Progress Telecom, LLC acquisitions should materially reduce free
cash flow deficits, although the full benefits will likely not be
realized until 2007.


MAGELLAN HEALTH: S&P Ups Counterparty Credit Rating to BB from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Magellan Health Services Inc. (NASDAQ:MGLN) to 'BB' from
'B+'.  The outlook is stable.
     
The upgrade reflects Magellan's improved credit profile, which can
be attributed to sustained earnings strength, continued
streamlining of operations, and materially improved balance-sheet
quality linked to a significant debt reduction in 2005.

"Magellan has made significant operational progress since emerging
from bankruptcy in January 2004," said Standard & Poor's credit
analyst Joseph Marinucci.  "It has done so by focusing mostly on
internal initiatives while enhancing its financial profile and
building a sustainable core business model."

Key drivers for 2005 included:

   * better-than-anticipated contract retention;
   * favorable utilization; and
   * stepped-up cost-reduction initiatives.
     
Magellan's fundamentals are conservative for the rating, but
Standard & Poor's position about its credit profile remains
tempered by prospective qualitative considerations related to
competitive dynamics and Magellan's plans for growth in compatible
and new markets.  Magellan's core business profile is good, though
new opportunities in its Health Plan Division are limited.

"We believe that Magellan's strategic objectives will need to
become more externally focused to build and grow the business,
which increases the potential for greater operational/financial
risk," Mr. Marinucci added.  "This is reflected in the current
rating assignment."
     
The ratings also reflect Magellan's:

   * established competitive position,
   * good earnings profile, and
   * good financial flexibility.

Offsetting factors include:

   * competitive conditions in its core market,
   * an acquisition-oriented growth strategy, and
   * client concentration.
     
Standard & Poor's expects Magellan to place greater emphasis on
efforts to diversify its business profile organically and through
acquisition over the near to intermediate term.  The stable
outlook reflects Standard & Poor's expectations that the company's
growth and return objectives can be met without jeopardizing
operational focus or the company's improved financial condition.
The outlook could be revised to positive if Magellan materially
exceeds the rating agency's expectations for 2006 and its
acquisition-based growth strategy is adequately managed from a
risk perspective.  Conversely, the outlook could be revised to
negative if profitability were to materially erode or if the
company made an acquisition that significantly pressured its
capital structure.


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
        Tel: (404) 696-5012

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: Northern District of Georgia (Atlanta)

Judge: 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 Raises $3 Million Class A-8 Notes Rating to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on class A-8
of Morgan Stanley ACES SPC's secured fixed-rate notes from series
2006-8.  At the same time, the rating on class A-14 is placed on
CreditWatch with negative implications.
     
The upgrade of class A-8 reflects the March 29, 2006, raising of
the rating on the underlying securities, the $500 million 6.875%
notes issued by Dynegy Holdings Inc.
     
The placement of the class A-14 rating on CreditWatch reflects the
March 29, 2006, placement of the rating on the underlying
securities, the $250 million 5.25% senior notes issued by American
Axle & Manufacturing Holdings Inc., on CreditWatch with negative
implications.
     
This issue is a swap-independent synthetic transaction that is
weak-linked to the reference obligations on the underlying
collateral for each class.
     
Rating raised:
       
Morgan Stanley ACES SPC Series 2006-8 $3 million secured
fixed-rate notes (Referenced Obligation Dynegy Holdings Inc.
senior unsecured debt)

                             Rating

                      Class     To     From
                      -----     --     ----     
                      A-8       B-     CCC+     
   
Rating placed on creditwatch negative:
   
Morgan Stanley ACES SPC Series 2006-8 $3.5 million secured
fixed-rate notes (Referenced Obligation American Axle &
Manufacturing Inc. senior unsecured debt)
               
                             Rating

                Class          To           From
                -----          --           ----
                A-14     BBB-/Watch Neg     BBB-

                                
MYCOM GROUP: Schumacher Raises Going Concern Doubt
--------------------------------------------------
Auditors working for Schumacher & Associates, Inc., in Denver,
Colorado, raised substantial doubts about Mycom Group, Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2004, and 2005.  The auditors pointed to the company's
losses from operations, debt covenants default, and working
capital and equity deficit.

                      Debt Covenants Default

First Financial Bank, National Association, the Company's primary
lender, provides Mycom with a renewable line of credit for
$650,000 due Nov. 20, 2006, that bears interest at a rate of 1/2%
point above the Bank's Prime rate.  The amount due on that line of
credit at Dec. 31, 2005, was $584,353.  

First Financial Bank also provides the Company with a $400,000
long-term note due April 1, 2011, that bears interest at the prime
rate, with $3,333.33 monthly payment for principal and interest.  

The principal balance on the long-term note at Dec. 31, 2005, was
$317,138.  As of Dec. 31, 2005, the Company was in default of its
debt covenants.

                            Financials

Mycom Group, Inc., filed its consolidated financial statements for
the year ended Dec. 31, 2005, with the Securities and Exchange
Commission on April 12, 2006.

The company reported a $700,882 net loss on $4,021,772 of revenues
for the year ending Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $596,150 in
total assets and $2,505,506 in total liabilities, resulting in a
$1,909,356 in stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $558,414 in total current assets available to pay $2,023,163
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?847

Headquartered in Cincinnati, Ohio, Mycom Group, Inc., has a wholly
owned subsidiary, Broughton International that specializes in
reselling third-party software solutions to businesses, schools
and government agencies.


MYCOM GROUP: Sells Software Unit to Rippe & Kingston for $850,000
-----------------------------------------------------------------
Mycom Group, Inc., sold its Software Sales Division to Rippe &
Kingston Systems, Inc., for $850,000 on April 17, 2006.

Rippe & Kingston will pay $122,000 in cash, assume $528,000 of
liabilities and pay an additional $200,000 in the future.

A full-text copy of the asset purchase agreement is available for
free at http://ResearchArchives.com/t/s?848

Headquartered in Cincinnati, Ohio, Mycom Group, Inc., has a wholly
owned subsidiary, Broughton International that specializes in
reselling third-party software solutions to businesses, schools
and government agencies.


MURPHY OIL: Moody's Cuts Part of Shelf Rating to (P)Ba1
-------------------------------------------------------
Moody's Investors Service downgraded Murphy Oil Corporation's
long-term ratings to Baa2 from Baa1.  The action concludes Moody's
review of Murphy's ratings that was initiated on Feb. 21, 2006.

The downgrade primarily reflects Moody's concerns regarding
Murphy's operational performance, particularly continued low
reserve replacement rates and high finding and development costs.  
The ratings outlook is negative.

Over the last several years, there has been a notable shift in
Murphy's business strategy to emphasize high-impact exploration.
For an E&P company of Murphy's size, high-impact exploration and
long lead time offshore projects inevitably results in lumpy
reserves replacement and F&D costs, even when measured on a three-
year average basis.

As of the end of 2005, Murphy's as-reported three-year average
reserves replacement was approximately 74% and its three-year
average F&D costs are in excess of $25.00 per barrel of oil
equivalent.  Moody's recognizes that these figures reflect the
impact of long lead time projects, in particular the Kikeh project
in Malaysia, for which proved reserves have not been fully booked.  
However, these figures also reflect the absence of any notable
discoveries in recent years, particularly in 2005, during which
nearly all of the potentially high-impact prospects drilled by the
company were unsuccessful.

Moody's E&P rating methodology emphasizes cost structure,
particularly F&D costs and full-cycle economics.  Based on
as-reported data, Murphy's predicted rating under Moody's rating
methodology is currently lower than Baa2.  However, Moody's has
positioned Murphy's rating higher than what the rating methodology
would indicate primarily in recognition of its long history and
strong balance sheet.  

Moody's believes that Murphy's high degree of financial
flexibility gives it the ability to address its lagging
operational performance, should it choose to do so.  In addition
to a strong balance sheet, Murphy's downstream operations provide
some measure of debt capacity, as well as an element of
diversification.

The negative rating outlook reflects the possibility of another
downgrade should Murphy continue to struggle with capital
productivity.  Moody's believes that absent a change in business
strategy or a series of discoveries that provide visible
contributions to production and proved reserves, continued lumpy
reserves replacement rates and F&D costs are likely.

While Murphy's Kikeh project should boost production and add to
proved reserves in late 2007 and in the years following, Moody's
believes that the development of this project is not, by itself,
sufficient to support a Baa2 rating.  A firming of the rating will
require progress in other areas and evidence of significantly
improved capital productivity through reserves replacement at
competitive F&D costs.

Ratings downgraded include Murphy's senior unsecured notes, from
Baa1 to Baa2, and its shelf registration from
(P)Baa1/(P)Baa2/(P)Baa3 to (P)Baa2/(P)Baa3/(P)Ba1.

Murphy Oil Corporation is headquartered in El Dorado, Arkansas.


NASDAQ STOCK: Moody's Rates Three New Bank Facilities at Ba3
------------------------------------------------------------
Moody's Investors Service withdrew its ratings on The Nasdaq Stock
Market, Inc.'s $750 million Six Year Senior Secured Term Loan and
the $75 million Senior Secured Revolving Credit Facility.  Both
facilities have been repaid and terminated.

Moody's also assigned ratings to three new bank facilities of
Nasdaq: a $750 million Senior Secured Term Loan B, a $1,100
million Secured Term Loan C, and a $75 million Senior Secured
Revolving Credit Facility.  Each facility is rated Ba3 with a
negative outlook.

On April 12, 2006, Moody's lowered Nasdaq's long-term corporate
family rating to Ba3 from Ba2 and also lowered the outlook to
negative from stable.  The rating action was prompted by NASDAQ's
announcement that it had acquired for approximately 1,175 pence
per share 38.1 million shares of the London Stock Exchange plc.
Total consideration paid by NASDAQ for its 14.87% stake in the LSE
was approximately GBP447.7 million.  In explaining its rating
action, Moody's noted the material increase in the issuer's
leverage and erosion of debt service coverage as a result of the
acquisition of the LSE stake, as well the likely additional
deterioration of Nasdaq's credit metrics in the event it decided
to pursue and was able to accomplish the full acquisition of the
LSE.

The funds raised through New Term Loan B were used by Nasdaq to
pay off Old Term Loan A, which was originally used to finance the
INET acquisition in October of 2005.  The proceeds from New Term
Loan C in the amount of approximately $790 million were used to
finance the acquisition of the LSE stake, with the remaining
balance likely to be used for any additional incremental purchases
of LSE shares, in the event that Nasdaq chooses to pursue such a
strategy.

On April 24, 2006, Nasdaq announced a follow-on equity offering,
the proceeds of which will be used to repay its existing
indebtedness under New Term Loan C.  While this measure is viewed
positively by Moody's as a way of reducing Nasdaq's elevated
amount of indebtedness, the rating agency noted that, to the
degree that Nasdaq continues to pursue strategic acquisitions,
involving the LSE or other exchanges, that the funding structures
of those prospective deals and the resultant credit metrics of the
issuer will remain a critical driver of the issuer's ratings.

These ratings were withdrawn:

   * $750 Million Six Year Senior Secured Term Loan

   * $75 Million Senior Secured Revolving Credit Facility

Both facilities were rated Ba3 with a negative outlook.

These new ratings were assigned:

   * $750 Million Six Year Senior Secured Term Loan B
     -- Ba3; negative

   * $75 Million Five Year Senior Secured Revolving Credit
     Facility -- Ba3; negative

   * $1,100 Million Six Year Secured Term Loan C -- Ba3; negative

NASDAQ operates The NASDAQ Stock Market and provides securities
listing trading and information products and services.  NASDAQ
reported $880 million of revenues and $62 million of net income
for 2005.


NORTHWEST AIRLINES: Wants to Assume Tokyo Property-Related Pacts
----------------------------------------------------------------
Northwest Airlines Corp. and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
authority to assume agreements signed in connection with their two
real estate properties located in Tokyo, Japan:

   (i) Amended and Restated Loan Agreements, dated April 15,
       2005, and effective as of June 20, 2006; and

  (ii) Ground Leases, dated April 15, 2005, and effective as of
       June 20, 2006.

According to Gregory M. Petrick, Esq., at Cadwalader, Wickersham
& Taft LLP, in New York, in April 2005, the Debtors entered into a
series of transactions to monetize the value of their properties
located at 17-10, Sarugaku-Chu, Shibuya-ku, and 4-10, Minami
Azabv, Minato, both in Tokyo, in the most cost and tax efficient
manner.  

In the first part of the transactions, the Debtors entered into an
interim financing arrangement comprised of:

    (i) an JPY8.5 billion senior loan; and
   (ii) a JPY2.5 billion junior loan,

totaling approximately $100,000,000.

Each of the loans is secured by a pledge of the Debtors'
obligations under a pre-existing loan agreement and indirectly by
a mortgage on the Japanese Properties.  The Interim Financing
matures on June 20, 2006.

In April 2005, the Debtors also entered into two Amended and
Restated Loan Agreements with Airline Funding, LLC, which are to
replace the Interim Financing on June 20, 2006.  The Long-Term
Financing will provide the Debtors with a 25-year term loan in
the amount of JPY11 billion, equivalent to approximately
$100,000,000.  The Long-Term Financing is secured by first
mortgages on the Japanese Properties and a pledge of rents owing
under the Ground Leases.

Mr. Petrick relates that the Long-Term Financing is non-recourse
to the Debtors.  As part of the Long-Term Financing, the Debtors
agreed to lease the Japanese Properties to Secured Capital Japan
Co. Ltd. and Rockpoint Fund I Acquisitions L.L.C., or their
designees, at market term rates for a 60-year term.  The Long-
Term Financing and the Ground Leases are cross-defaulted, in
which any liabilities arising as a result of a default on the
loan or leases by any party could be offset by a corresponding
rent or interest payment.  

The Long-Term Financing and Ground Leases will result in a very
low net after tax cost of financing of the Japanese Properties to
the Debtors, Mr. Petrick tells Judge Gropper.  The Long-Term
Financing and the Ground Leases will replace and relieve the
Debtors of any obligations under the Interim Financing.

                     Forbearance Agreement

As a result of their concern over the Debtors' financial
condition, on Sept. 14, 2005, prior to the commencement of the
Debtors' Chapter 11 cases, the lenders to the Interim Financing
entered into a forbearance agreement with the Debtors.

Pursuant to the Forbearance Agreement, the Lenders agreed to waive
the Debtors' filing for relief under Chapter 11 as an event of
default under the terms of the Interim Financing, provided that
the Debtors assume the Ground Leases and Amended and Restated Loan
Agreements.

Pursuant to the Forbearance Agreement, the Debtors also prepaid
JPY500,000,000 in principal owing under the Interim Financing.
This amount will be restored under the Long-Term Financing, and
the outstanding principal amount of the loan will increase from
JPY10.5 billion under the Interim Financing to JPY11 billion
under the Long-Term Financing.

The Debtors have thoroughly analyzed all available options with
respect to the Japanese Properties and have concluded that the
transactions reflected in the agreements are more beneficial to
the Debtors' estates than any presently available alternative,
Mr. Petrick relates.  The long term Financing will enable the
Debtors to continue to monetize a substantial portion of the
Japanese Properties' value at a low cost and in a tax efficient
manner.  

                    About Northwest Airlines

Northwest Airlines Corporation -- http://www.nwa.com/-- is    
the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 23; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


NORTHWESTERN CORP: Babcock & Brown Buys Assets for $2.2 Bil. Cash
-----------------------------------------------------------------
The Board of Directors of NorthWestern Corporation, dba
NorthWestern Energy (Nasdaq: NWEC), reported that the Company
reached a definitive agreement with Babcock & Brown Infrastructure
under which BBI will acquire NorthWestern in an all-cash
transaction at $37 per share, valuing the Company at $2.2 billion.  
The transaction is subject to regulatory and shareholder
approvals.

BBI is a utility infrastructure company based in Sydney, Australia
and listed on the Australian Stock Exchange (ASX: BBI).  It owns
and manages on a long-term basis, utility and infrastructure
companies and assets around the world.  BBI owns companies in
electricity transmission and distribution, gas transmission and
distribution, and transport infrastructure, and has ownership
interests in thermal and renewable power generation.  BBI's energy
sector management is utility executives with an average of more
than 25 years experience in the electric and gas transmission and
distribution business.

BBI has committed to maintaining existing employee and customer
service levels.  Additionally, NorthWestern will have access to
BBI's capital base and experience with the development of new
transmission, wind power and coal projects.  The transaction will
not increase NorthWestern's debt.

"BBI is extremely pleased to have the opportunity to team with
this well run, locally based utility and to further expand BBI's
involvement in the United States," Steven Boulton, Chief Executive
Officer of Babcock & Brown Infrastructure said.  "There are many
parallels between the NorthWestern business and BBI's
complementary businesses in Australia, New Zealand and Europe.  
Each of the businesses operates distribution and transmission
assets in locally regulated environments with geographically large
service territories.  We look forward to meeting with the
regulators and other state and local public officials to share
details of our plans to ensure that NorthWestern will continue to
improve service, stabilize rates and provide exceptional customer
care in Montana, South Dakota and Nebraska."

"We are pleased that our strategic review process has yielded an
extremely positive outcome for all our stakeholders -- one that is
far superior to the unsolicited proposals received during 2005,
and which represents the best value for stockholders of the
proposals we received as part of the process," E. Linn Draper,
Chairman of the Board of NorthWestern, said.  "In its review of
the proposals, the Board recognizes that BBI provides the
experience and stability that the local community demanded, while
offering the highest value for stockholders.  Additionally, the
transaction will not increase NorthWestern's debt and includes
adequate protections for NorthWestern's stockholders."

BBI and NorthWestern are committed to maintaining strong
relationships with the communities and the regulators in Montana,
South Dakota and Nebraska.  BBI has indicated an intention to
ensure local management accountability with a focus on a
continuation of excellent customer service.

The transaction is subject to the approval of NorthWestern's
shareholders and customary regulatory approvals, and is expected
to be completed in 2007.  Upon closing NorthWestern will cease to
be a publicly traded company and will become a locally managed
subsidiary of BBI.

                          Sale Process

In mid-2005, following its emergence from a successful
reorganization under Chapter 11 and several quarters of improving
financial performance, NorthWestern received several informal
proposals from parties who were interested in buying the Company.

In keeping with its fiduciary duties, NorthWestern's Board of
Directors in November 2005 directed senior management and its
financial advisor to commence an evaluation of all strategic
alternatives to maximize value for all stockholders.  In
connection with the review, NorthWestern identified and invited
interested parties, including Montana Public Power and Black Hills
Corporation, to submit formal proposals to acquire NorthWestern.  
All interested parties were invited to perform due diligence, and
the Board's financial advisor and senior management actively
engaged with the bidders as they considered their final offers.

The Board established an M&A Committee of independent directors to
oversee the process.  After a thorough review and analysis of the
final proposals, the Board determined that a sale of the Company
was the best means of maximizing stockholder value.  The Board
reviewed the most attractive proposals, and in early April had its
advisors engage with the interested parties in an effort to obtain
the best possible outcome for the Company and its stakeholders.

The agreed upon acquisition price represents a 15.3% premium to
NorthWestern's share price of $32.09 upon market close April 25,
2006.  The transaction will be fully taxable to NWEC shareholders.

NorthWestern was advised by Credit Suisse and Manatt, Phelps &
Phillips LLP.  The Blackstone Group, as financial advisor,
rendered a fairness opinion in connection with the transaction to
the Board of Directors of NorthWestern.

              About Babcock & Brown Infrastructure

Based in Sydney, Australia, Babcock & Brown Infrastructure
-- http://www.bbinfrastructure.com/-- is a utility investment  
company that provides investors access to a diversified portfolio
of quality infrastructure assets.  BBI's strategy focuses on
identifying, acquiring and operating quality utility and
infrastructure investments worldwide.

Its investments include:

   * Powerco - the second largest electricity and gas distribution
     business in New Zealand;

   * IEG - a natural gas and LPG distribution and supply business
     in the United Kingdom, Channel Islands, Isle of Man and
     Portugal;

   * Cross Sound Cable - a high voltage direct current
     transmission cable, which links the electricity grids of New
     York and Connecticut;

   * Dalrymple Bay Coal Terminal - one of the worlds largest coal
     export facilities, located in Queensland, Australia;

   * PD Ports - the second largest port operator and the owner of
     the largest port in the industrial north-east of the United
     Kingdom;

   * Ecogen - a 50% equity stake in gas-fired electricity
     generation plants in Victoria, Australia;

   * Redbank - a 50% equity stake in a coal tailings-fired
     electricity generation plant in New South Wales, Australia;
     and

   * B&B Wind Partners - a 16.5% equity stake in a portfolio of 15
     wind energy farms in the US, Spain, Germany, and Australia.

BBI has a current enterprise value of approximately $4.5 billion.

                    About NorthWestern Energy

NorthWestern Energy -- http://www.northwesternenergy.com/-- is  
one of the largest providers of electricity and natural gas in the
Upper Midwest and Northwest, serving more than 628,500 customers
in Montana, South Dakota and Nebraska.

                          *     *     *

As reported in the Troubled Company Reporter on April 12, 2006,
Moody's assigned a Ba1 underlying rating to the senior secured
pollution control revenue refunding bonds, consistent with the Ba1
rating on Northwestern Corporation's existing first mortgage
bonds.  The underlying rating considers that the obligation of
NorthWestern to provide funds for repayment of the pollution
control revenue refunding bonds will be secured and rank
pari-passu with NorthWestern's other senior secured debt.  The
company's Corporate Family Rating continues to be Ba1.  The lack
of notching between the CFR and the senior secured rating
considers that a substantial majority of the company's debt is
senior secured.  Northwestern's rating outlook continues to be
positive.


O-CEDAR HOLDINGS: Court Approves RSI as Trustee's Collection Agent
------------------------------------------------------------------
Jeoffrey L. Burtch, the chapter 7 Trustee overseeing the
liquidation of O-Cedar Holdings, Inc. and its debtor-affiliates'
estates, obtained authority from the U.S. Bankruptcy for the
District of Delaware to employ Recovery Services Inc., as his
collection agent, nunc pro tunc to Feb. 15, 2006.

As reported in the Troubled Company Reporter on March 27, 2006,
Mr. Burtch told the Court that he obtained default judgments in 11
adversary proceedings.  Mr. Burtch wants RSI to assist him in
collecting on those default judgments as well as other judgments
entered in adversary proceedings where collection services are
needed.

Larry Waslow, Secretary & Treasurer of RSI, tells the Court that
the firm will receive 30% of each judgment recovery received by
the trustee.

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

Headquartered in Springfield, Ohio, O-Cedar Holdings, Inc.,
through its debtor-affiliate, manufactures brooms, mops, and scrub
brushes for household and industrial use.  The Company filed for
chapter 11 protection on August 25, 2003 (Bankr. Del. Case No. 03-
12667).  Curtis A. Hehn, Esq., at Pachulski Stang Ziehl Young &
Jones, represents the Debtor.  Bradford J. Sandler, Esq., at
Adelman Lavine Gold and Levin, P.C., represents the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it listed over $50 million in both
assets and debts.  On May 26, 2004, the cases were converted to
chapter 7 and Jeoffrey L. Burtch was appointed trustee.


OGG HARDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ogg Harding Machine, LLC
        dba Harding Machine
        13060 SR 287 East
        Liberty, Ohio 43319

Bankruptcy Case No.: 06-44936

Type of Business: The Debtor manufactures screws from steel,
                  brass, aluminum, stainless steel and plastics.
                  The Debtor also provides heat treating,
                  annealing, plating and a variety of metal
                  finishes.  The Debtor previously filed for
                  bankruptcy protection on Feb. 3, 2004
                  (Bankr. E.D. Mich. Case No. 04-42858).
                  See http://www.hardingmachine.com/

Chapter 11 Petition Date: April 20, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Steven W. Rhodes

Debtor's Counsel: Christopher Lievois, Esq.
                  McDonald Hopkins Co., LPA
                  30150 Telegraph Road, Suite 225
                  Bingham Farms, Michigan 48025
                  Tel: (248) 646-5070

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Chase Brass & Copper             Trade Debt            $341,753
12570 Collections Center Drive
Chicago, IL 60693

Stainless Steel & Aluminum       Trade Debt            $260,910
P.O. Box 79001-1759
Detroit, MI 48279-1759

Nelson Steel Company             Trade Debt            $191,468
9400 Belomont Avenue
Franklin Park, IL 60131-6833

Baron Drawn Steel Corporation    Trade Debt            $157,239
P.O. Box 92432
Cleveland, OH 44193

Midwest Metals, Inc.             Trade Debt            $115,541

Steinberg Shapiro & Clark        Trade Debt             $60,817

S & S Health Care Strategies     Employee               $52,969
                                 Benefit Claims

Corey Steel Company              Trade Debt             $46,752

Mueller Brass Co.                Trade Debt             $43,332

Engineering Sales                Trade Debt             $35,845

Strong Tool Co.                  Trade Debt             $34,810

Earle M. Jorgenson Company       Trade Debt             $33,448

Chicago Extruded Metals, Inc.    Trade Debt             $27,851

Locke Brothers                   Trade Debt             $27,088

Holbrook & Manter                Trade Debt             $24,953

Central Steel & Wire Co.         Trade Debt             $22,633

Lincolnshire Machine, LLC        Trade Debt             $22,196

Addecco Employment               Trade Debt             $20,455

IMC Supply Co.                   Trade Debt             $20,269

Cutting Tools, Inc.              Trade Debt             $19,568


OWNIT MORTGAGE: Moody's Puts Ba1 Rating on Class B-4 Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to the senior
certificates issued by Ownit Mortgage Loan Trust, Mortgage Loan
Asset-Backed Certificates, Series 2006-3, and ratings ranging from
Aa1 to Ba1 to the subordinate certificates in the deal.

The securitization is backed by Ownit Mortgage Solutions Inc.
originated adjustable-rate and fixed-rate subprime mortgage loans
acquired by Merrill Lynch Mortgage Lending Inc.  The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination, excess spread,
overcollateralization, and an interest rate swap agreement.
Moody's expects collateral losses to range from 4.65% to 5.15%.

Litton Loan Servicing LP will service the loans.  Moody's assigned
Litton its top servicer quality rating as a primary servicer of
subprime 1st-lien loans.

The complete rating actions are:

                    Ownit Mortgage Loan Trust,
      Mortgage Loan Asset-Backed Certificates, Series 2006-3

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


P&R HOLDINGS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: P&R Holdings of Brooklyn, LLC
        4902 New Utricht Avenue
        Brooklyn, New York 11219
        Tel: (718) 438-6944

Bankruptcy Case No.: 06-41255

Chapter 11 Petition Date: April 26, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Miriam Lazofsky, Esq.
                  103-14 Avenue M
                  Brooklyn, New York 11236-4510
                  Tel: (718) 531-1478
                  Fax: (718) 251-2155

Total Assets: $0

Total Debts:  $1,055,190

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


PANAVISION INC: Refinancing Completion Cues S&P to Up Rating to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Panavision Inc. to 'B-' from 'CCC', following the
completion of the company's $345 million refinancing transaction.
The rating was removed from CreditWatch, where it had been placed
on March 29, 2006, with developing implications.  The outlook is
stable.
     
Standard & Poor's also affirmed the first-lien bank loan rating of
'B' and second-lien bank loan rating of 'CCC'.  The recovery
ratings on the $230 million first-lien credit facility and $115
million second-lien loan are '1' and '5', respectively.  As of
Dec. 31, 2005, the Woodland Hills, California-based designer and
manufacturer of motion picture camera systems had $348 million in
debt, including operating leases, pro forma for the refinancing
transaction.
      
"The ratings reflect Panavision's uncertain growth prospects, high
leverage, and potential for tightening liquidity," said Standard &
Poor's credit analyst Tulip Lim.
     
Panavision's revenue and EBITDA, linked to recent acquisitions and
higher production volumes, increased in 2005 from 2004.  Although
the company has invested in new initiatives -- such as its film-
quality, high-definition "Genesis" camera -- it is uncertain
whether they will fuel earnings growth to the extent the company
has planned.


PERFORMANCE TRANSPORTATION: Taps Watson as Compensation Experts
---------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York for permission to hire Watson Wyatt & Company as their
compensation experts.

As reported in the Troubled Company Reporter on Feb. 20, 2006, the
Debtors sought to implement a performance-based bonus program for
three of their management personnel.  The International
Brotherhood of Teamsters and the Official Committee of Unsecured
Creditors objected.  Both the Teamsters and the Creditors
Committee assert that the terms of the Program are in excess of
"market" terms and will provide certain executives with
unreasonable compensation.

On March 15, 2006, the Debtors' Chief Financial Officer, one of
the proposed beneficiaries under the Program, resigned from his
position to pursue other employment opportunities.

In view of the objections and the recent resignation, the Debtors
believe that it is appropriate to re-examine the Incentive
Program and make any modifications necessary to ensure that its
terms are fair and reasonable when compared to the marketplace.

As compensation experts, Watson Wyatt will:

   a. assist the Debtors in reviewing and modifying the terms of
      the Program; and

   b. provide expert testimony regarding its opinion of the
      modified Program's reasonableness.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
tells Judge Kaplan that Watson Wyatt's professionals are familiar
with the Program's original form and have begun to work towards
modifying the Program so that it achieves optimal results for the
Debtors.

Watson Wyatt's work on the Program, and any expert testimony,
will be critical in addressing the Objections and securing Court
approval of the Program, Mr. Graber says.

The Debtors maintain that Watson Wyatt's extensive experience in
designing compensation programs demonstrates that they are
uniquely qualified to assist the Debtors in connection with
implementing a Program that will help maximize the value of the
estates.

The Debtors will pay Watson Wyatt's professionals according to
the firm's customary hourly rates:

         Position                          Rate
         --------                          ----
         Senior Consultants                $700
         Associates                        $360
         Analysts/Research                 $285

Watson Wyatt will seek reimbursement for reasonable and necessary
expenses incurred in connection with the engagement, including
but not limited to, travel expenses.

The Debtors agree to indemnify and hold Watson Wyatt, its
employees, agents and alliance partners harmless from any third-
party claim or liability arising from or in connection with the
services performed by the firm or the Debtors' use of those
services except if the claim or liability arises from the firm's
willful misconduct or gross negligence.

Mr. Graber says Watson Wyatt is not a "professional" as that term
is used in Section 327.  The firm will not play a central role in
the administration of the Chapter 11 cases and will not address
issues concerning the Debtors' Chapter 11 plan or the disposition
of the Debtors' assets.  It will focus solely on discrete
management compensation issues.

                About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest      
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLAINS EXPLORATION: Moody's May Lower Ratings After Stock Merger
----------------------------------------------------------------
Moody's Investors Service placed Plains Exploration & Production's
ratings under review for downgrade.  Moody's also placed Stone
Energy's ratings on review for upgrade.  These actions follow
PXP's and SGY's announced stock-for-stock merger placing SGY's
equity market valuation in the range of $1.4 billion and
enterprise value in the range of $1.9 billion including the
assumption of approximately $483 million of SGY debt.

Moody's places PXP's pro-forma year-end 2005 debt at $2.145
billion, after funding substantial transaction fees and the $600
million peak upcycle unwinding of underwater crude oil collars on
22,000 barrels per day of crude oil not scheduled to roll off
until year-end 2008.  These figures are not updated for first
quarter 2006 bank revolver activity.  In the unwinding of the
collars, PXP effectively crystallized the major opportunity cost
of the collars at hefty prices but will term out the negative cash
flow impact over the life of a forthcoming long term non-
amortizing note.

While the PXP and SGY merger affords considerably more
reinvestment flexibility and potential within the merged property
base, the merged business must first reverse the underperforming
momentum of both property bases before mounting positive momentum.  
SGY has been especially challenged over the last few years, a
situation that was exacerbated by a still shut-in major proportion
of its production due to hurricane damage.

Exploration and production is a highly capital-intensive depleting
asset business.  Accordingly, under Moody's global rating
methodology for independent exploration and production companies,
approximately 70% of the rating is driven by expected quantitative
and qualitative operational considerations, 20% by two categories
of expected leverage on reserves, and 10% by expected leverage on
retained cash flow after sustaining capital spending.  The pro-
forma expected operating, leverage, and financial strategy profile
of the merged PXP and SGY business bases warrants a review for a
downgrade of PXP's ratings at this time.

SGY's review for upgrade reflects its currently low rating
relative to the stronger profile of the pro-forma PXP or SGY
business, seasoned management and operational teams of the merged
business, and a very strong oil and gas price environment fueling
strong pre-capex pro-forma cash flow with which to tackle the
combined operating challenges, mount a larger more diversified
reinvestment program, and service debt.

PXP's review for downgrade anticipates the new PXP's equity
strategies; ongoing operational disappointments and challenges of
both PXP and SGY; high cost structures; reinvestment focus towards
short lived Gulf of Mexico shallow water and high cost, high risk,
long lead time deepwater GOM exploration and development activity;
and inherent risks of a major portfolio transition may require the
greater flexibility of a lower debt rating.  This would
accommodate higher sustained leverage, ongoing high costs and
inherent challenges of turning capital productivity around,
operational risks, and the wide range of potential operating
outcomes.

Given still record high oil prices, the unwinding of the collars
boosts current cash flow available for reinvestment, stock
buybacks, and debt reduction.  Moody's assumes a small degree of
debt reduction prior to equity buybacks.  Moody's also believes
that, given the performance challenges of the merged business as
well as equity market expectations, PXP will retain equity
buybacks as a potentially active tool in managing capital
allocation and its equity strategy.

While the SGY acquisition adds proportionally significant new
prospect opportunities, including two nascent potentially key
Rocky Mountain plays, Moody's believes PXP has also adopted a
strategy of sustained higher leverage into its equity strategy and
we believe opportunistic share buybacks will continue to be a
basic tool in PXP's equity strategy and tactics.  Moody's also
notes PXP's disappointing production response to substantial
capital reinvestment in its California plays, driving all unit
costs higher.  The added leverage will almost double interest
expense.  SGY has faced major operational challenges, very week
capital reinvestment productivity, and the de-booking of 20% of
its proven reserves, and is undergoing an SEC review of prior
reserve booking practices.

On a pro-forma basis, Moody's estimates that PXP will have
approximately 500 million of proved reserves including
approximately 339 of proven developed reserves.  PXP has
historically carried a proven developed reserve life of over 10
years while, before a major proportion of its production was shut-
in due to hurricane damage, SGY carried a proven developed reserve
life of 5.2 years.  According to the company's estimates,
approximately 15% of pro-forma reserves will be located in the
Gulf of Mexico, 77% in California, and 8% in the Mid-Continent.

Plains Exploration & Production Company is headquartered in
Houston, Texas.


PLUM CREEK: Moody's Holds (P)Ba2 Preferred Stock Shelf Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the Baa3 senior unsecured
rating of Plum Creek Timberlands, L.P., the operating partnership
of Plum Creek Timber Company, Inc.  The Baa3 rating also applies
to the recent $200 million reopening of the 5.875% notes due 2015.  
The rating outlook is stable.

According to Moody's, the rating reflects the REIT's leadership as
the largest private owner of US timberlands with diverse species,
location and age, as well as its entirely unencumbered timber
asset base.  In addition, Plum Creek maintains a solid fixed
charge coverage and virtual absence of secured debt.  Plum Creek's
credit challenges include volatility associated with the
manufacturing and real estate segments, in addition to high total
leverage in relation to cash flow characteristics and a low EBITDA
margin relative to similarly-rated REITs.

Plum Creek is issuing the additional notes to refinance near term
maturities and for general corporate purposes.  The notes do not
contain customary terms and conditions found in typical REIT
senior debt issues, including debt limitations, maintenance of
unencumbered assets and minimum debt service coverage
requirements.  However, covenants limit secured debt to 10% of
assets.

The stable rating outlook reflects Moody's expectation that Plum
Creek will continue to grow its timberlands portfolio and maintain
relatively steady cash flow from this core business.  In addition,
Moody's expects the REIT to continue its successful redeployment
of funds from non-strategic timberlands and sales of HBU
properties into the core portfolio.  Moody's anticipates that
manufacturing operations will be a positive contributor to the
REIT's operating income through the cycle.  The REIT's vast
portfolio of unencumbered timberlands is an important rating
factor, which is reinforced by the debt provisions limiting
secured debt.

Moody's noted that upward rating movement would be predicated on a
decrease in Plum Creek's leverage to 35% of gross assets and
sustained improvement in EBITDA margin to above 40%.  Further
growth in size and diversity of timberland holdings would also be
a plus.

Ratings pressure is likely to result from a severe downturn in
timber and timberland prices, a decline in the unencumbered
timberlands portfolio to below 90% of gross assets, a drop in
fixed charge coverage to below 3.5X, or a deterioration in
manufacturing operations.

Moody's maintains these ratings on Plum Creek with a stable
outlook:

   * Plum Creek Timber Company, Inc. -- Preferred stock shelf
     at (P)Ba2.

   * Plum Creek Timberlands, L.P. -- Senior unsecured notes at
     Baa3; senior unsecured shelf at (P)Baa3; subordinated
     unsecured shelf at (P)Ba1.

In its last rating action with respect to Plum Creek, Moody's
assigned a Baa3 senior unsecured rating to the notes issued in
November 2005.

Plum Creek Timber Company, Inc., headquartered in Seattle,
Washington, USA is the largest private timberland owner in the
nation, with over eight million acres of timberlands in major
timber producing regions of the United States and ten wood
products manufacturing facilities in the Pacific Northwest.


PURE FISHING: S&P Affirms B+ Rating & Revises Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on fishing
tackle manufacturer Pure Fishing Inc. to negative from stable.
     
At the same time, Standard & Poor's affirmed its 'B+' corporate
credit and senior secured bank facility ratings on the Spirit
Lake, Iowa-based company.  As of Dec. 31, 2005, the company had
about $190 million of total debt outstanding, which excludes
operating lease obligations.
      
"The revised outlook reflects weaker-than-expected operating
performance in fiscal 2005 and the resulting limited cushion on
the company's bank loan financial covenants," said Standard &
Poor's credit analyst Mark Salierno.
     
PFI's recent performance was challenged by revenue softness in the
European and Asian markets, which offset improved performance in
North America.  In addition, earnings were adversely affected from
rising commodity prices and logistics expenses related to
streamlining the supply chain and the start-up of the company's
European distribution center.  Despite challenging operating
conditions, margins have remained at historical levels, as the
company has improved its product mix by focusing on more premium
brands and higher-margin product categories.


REFCO INC: Judge Drain Freezes BAWAG's U.S. Assets
--------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York entered an order freezing BAWAG
P.S.K. Group's $1.3 billion in U.S. assets, the Wall Street
Journal reports.  

The order blocks BAWAG from utilizing the assets for any use other
than ordinary business purposes.  The Court is currently
overseeing the disposal of Refco Inc.'s assets and repayment of
its creditors.

Refco creditors are seeking more than US$1.3 billion from Austrian
bank BAWAG for allegedly abetting its collapse, WSJ relates.

According to the report, the creditors accused BAWAG of aiding a
five-year fraud orchestrated by former Refco Chief Executive
Phillip Bennett that drove the group into bankruptcy.  The
creditors said BAWAG continued to assist Mr. Bennett in
"consummating the transactions as a means of accomplishing BAWAG's
own payday" despite being "fully aware of the harm that Bennett
was inflicting" on Refco.  

Mr. Bennett allegedly hid hundreds of millions of dollars in
losses off the books, thus guising the group's true financial
state prior to its IPO in August 2005.  Refco filed for bankruptcy
on Oct. 17, just eight days after it declared a shortfall in its
books.

The creditors also accuses BAWAG of once owning a stake in Refco
several times larger than the 10% disclosed in the group's
prospectus filed before it went public in August 2005, WSJ
relates.  According to the creditors' complaint, the one-time
stake was valued at around US$1.3 billion.

BAWAG, formally known as Bank Fuer Arbeit und Wirtschaft AG,
already filed a suit in November against Refco and Mr. Bennett,
for fraud, unjust enrichment and deception in an attempt to
recover EUR350 million in credit.  BAWAG claimed Mr. Bennet, who
is awaiting trial on criminal securities fraud charges, misled and
victimized the bank.

                        About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/-
- is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.


REFCO INC: Ch. 7 Trustee Wants UHY Advisors to Prepare Tax Returns
------------------------------------------------------------------
Albert Togut, the interim Chapter 7 trustee of the estate of
Refco, LLC, asks the United States Bankruptcy Court for the
Southern District of New York for permission to employ UHY
Advisors NY, Inc., nunc pro tunc to Feb. 16, 2006, to provide
professional tax preparation services for the Trustee and the
Debtor's estate.

UHY Advisors will:

    -- prepare final federal, state and local income tax returns
       on Refco LLC's behalf;

    -- communicate with taxing authorities concerning any issues
       regarding the tax returns and possibly seek filing
       extensions to review Refco LLC's books and records and
       complete the tax returns; and

    -- perform other necessary services and provide other tax-
       related advice to the Trustee in connection with the case,
       as the Trustee may request.

Mr. Togut tells the Court that Refco, Inc., and debtor-affiliates
under chapter 11 have also engaged UHY to provide similar
services.

Mr. Togut selected UHY because of its expertise and knowledge, at
a reasonable cost, in preparing tax returns for corporations and
partnerships.  UHY is the 14th largest accounting firm in the
United States.  Its managing directors have significant
experience from the "Big 4" accounting firms -- that is
PricewaterhouseCoopers, Ernst & Young, LLP, KPMG LLP and Deloitte
& Touche USA LLP.

UHY will be paid a $400,000 fixed fee for services relating to
the preparation of tax returns for all of the Debtors.  Mr. Togut
says Refco LLC's share of the fixed fee will be determined in
consultation with the Chapter 11 Debtors.

For services regarding tax audits and bookkeeping assistance that
are not included in the tax preparation services, UHY will render
those services at its standard hourly rates, at a discount to be
determined.  UHY's hourly rates range from $490 for managing
directors to $150 for first year staff.

Michael Greenwald, managing director at UHY, assures the Court
that the firm does not have any interest materially adverse to
the interest of Refco LLC's estate, any class of creditors or
equity security holders, any other party-in-interest, or their
attorneys and accountants.  UHY is a "disinterested person," as
that phrase is defined in Section 101(14) of the Bankruptcy Code
and as modified by Section 1107(b).

                        About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/-
- is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc. (Refco Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Chapter 7 Trustee Wants to Wind Down Taiwan Unit
-----------------------------------------------------------
Albert Togut, the interim Chapter 7 trustee for Refco LLC's
Estate, asks the U.S. Bankruptcy Court for the Southern District
of New for authority to complete the wind-down of Refco Taiwan's
business in accordance with the laws of Taiwan, and to pay
expenses necessary to complete the wind-down process in compliance
with Taiwanese law.

In particular, Mr. Togut wants authority to direct actions
necessary and appropriate to complete the liquidation and wind-up
of Refco Taiwan, including, without limitation:

    -- preparation of accounting reports, statements of receipts
       and disbursements and income statements;

    -- preparation and lodging of final tax returns;

    -- appearances before the supervising Taiwanese court for
       purposes of seeking approval of the liquidation and wind-
       down of Refco Taiwan's operations and authorization for
       the transfer of Refco Taiwan's remaining funds to the
       Trustee; and

    -- adjudication and resolution in the Taiwanese court, or
       otherwise, of any claims asserted against Refco Taiwan
       during the notice period and, if necessary, authorization
       for payment of any allowed claims from Refco Taiwan's
       remaining funds to the extent required by Taiwanese law.

                       Refco Taiwan

Mr. Togut tells the Court that prior to filing for chapter 7
liquidation, Refco, LLC, operated a branch office in Taiwan.  
Refco Taiwan is not a separate legal entity.

Mr. Togut informs the Court that approximately $3 million remains
in Refco Taiwan's bank accounts that were not novated to Man
Financial, Inc.  Funds that are property of the Debtor's estate.

Mr. Togut, however, relates that when he attempted to transfer
those funds to United States bank accounts controlled by him, he
was advised that the funds constituted capital under the laws of
Taiwan that could not be delivered to United States bank accounts
without the approval of governmental authorities.

According to Mr. Togut, it initially appeared that process of
obtaining Taiwanese governmental approval would be a relatively
informal process, and that he simply needed to designate a
representative in Taiwan to act as "liquidator" on his behalf to
request the transfer of the funds.  Accordingly, Mr. Togut
designated the Debtor's local branch manager in Taiwan to act in
that capacity.

The Trustee now has been informed that even though Refco Taiwan
is not an independent legal entity, the operations of the Refco
Taiwan branch need to be wound down in accordance with Taiwanese
law before Refco Taiwan's funds can be delivered to the Trustee.  
More particularly, the Trustee understands that the process of
winding down Refco Taiwan's operations will include:

   (a) a notice must be published advising potential claimants
       that they have three months to submit claims against Refco
       Taiwan;

   (b) upon expiration of the notice period, the liquidator will
       produce accounting reports, lodge final tax returns and
       prepare an accounting of Refco Taiwan's assets and
       liabilities; and

   (c) a Taiwanese court will then enter an order concerning the
       payment of claims and the return of any excess capital to
       the Trustee.

Mr. Togut further relates that Refco LLC's local branch manager
in Taiwan, as liquidator, has caused a three-month creditor
notice to be published in Taiwan.

Mr. Togut reports that the total cost of the wind-down, including
salaries for remaining Taiwan employees undertaking the actions,
should not exceed $100,000.

                        About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/-
- is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc. (Refco Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


REMINGTON ARMS: High Leverage Cues Moody's to Downgrade Ratings
---------------------------------------------------------------
Moody's Investors Service lowered Remington Arms Company, Inc.'s
corporate family rating to B3 from B2.  Moody's also lowered the
rating on the company's senior unsecured notes to Caa1 from B3.

The downgrades reflect Remington's high leverage for the ratings
category, credit metrics that were weaker than Moody's
anticipated, and negative cash flows stemming from the impact of
rising metal and energy costs and the company's inability to fully
offset these with price increases through 2005. Nevertheless, the
ratings also recognize continued support from Remington's lenders
as it recently secured a new amended and restated credit agreement
that increased the asset-based revolving credit facility
commitment to $140 million from $101 million, extended the
maturity to 2010 from 2008, and reset financial covenant levels
and applicable interest rates.

Additionally, revenue trends remain favorable as evidenced by
improvements in the company's backlog, which increased to
approximately $100 million as of February 2006 from $76 million
the same period last year.  Wal-Mart's recent announcement that it
would stop selling guns at roughly a third of its U.S. stores was
not a material factor in the ratings downgrade as Moody's believes
this pending action will not affect Remington's near-term
operating performance.  However, over the longer-term, the company
may need to expand business with other customers to compensate for
a potential loss of revenues from Wal-Mart.  The ratings outlook
remains negative.

Key factors currently influencing Remington's ratings include:

   1) weak financial metrics and negative cash flows;

   2) continuing regulatory and product liability risks;

   3) the discretionary nature of its products;

   4) its long-standing, leading market shares in key categories
      as developed over its 189-year history; and

   5) only moderate customer concentration with no customer,
      besides Wal-Mart, accounting for more than 10% of revenues.

The negative ratings outlook reflects Moody's concern that
elevated metal and energy costs will continue to pressure
Remington's earnings and working capital requirements, implying
the potential for continued weak credit metrics.  The outlook also
considers Moody's concern that the company needs to raise prices
during a time when consumer spending for discretionary items may
be pressured by rising gasoline costs, although recognizing that
prior increases have not negatively affected consumer demand to
date.

Headquartered in Madison, North Carolina, Remington Arms Company,
Inc., designs, manufactures, and markets rifles, shotguns,
ammunition, and hunting and gun care accessories under the
Remington name.  The company's products are sold through
independent dealers, Wal-Mart, and sporting goods retailers.  The
company reported sales of $410 million in 2005.


REPOSITORY TECH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Repository Technologies Inc.
        1001 Warrenville Road, #104
        Lisle, Illinois 60532

Bankruptcy Case No.: 06-04582

Type of Business: The Debtor develops and markets customer-
                  support, problem-tracking and -resolution
                  systems.  See http://www.rti-software.com/

Chapter 11 Petition Date: April 25, 2006

Court: Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: David K. Welch, 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: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                        Claim Amount
   ------                                        ------------
   Allscripts Healthcare Solutions                    $41,727
   Attn: Kiessel, Lisa
   2401 Commerce Drive
   Libertyville, IL 60048-4664

   Sungard Corbel LLC                                 $31,634
   Attn: Harlow, Leslie
   1660 Prudential Drive, Suite 400
   Jacksonville, FL 32207

   Cummings Properties                                $30,846
   200 West Cummings Park 01801-6396
   Woburn, MA 01801-6396

   Columbia Ultimate Systems                          $28,029

   IEX Corp, A Tekelec Company                        $21,628

   Endeavor Information Systems, Inc                  $13,749

   Karmak Inc.                                        $12,636

   VECTORsgi, Inc.                                    $11,674

   SXC Health Solutions, Inc.                         $11,547

   Seismic Micro Technology                           $11,361

   SunGard Asset Management Systems                   $10,506

   DataScan Technologies, LLC                          $9,308

   Harris Data                                         $8,836

   TouchNet Information Systems                        $8,143

   Convedia Corp.                                      $7,621

   Decade Software Company LLC                         $6,770

   Help Desk Now                                       $6,763

   Unimax Systems Corporation                          $6,544

   CLINICARE Corporation                               $5,590

   Frictionless Commerce, Inc.                         $5,328


RESMAE MORTGAGE: Moody's Places Class B Certificates Rating at Ba1
------------------------------------------------------------------
Moody's Investors Service assigned Aaa rating to six of the senior
certificates issued by ResMAE Mortgage Loan Trust 2006-1 and
ratings ranging from Aa1 to Ba1 to the mezzanine and subordinate
certificates in the deal.

The securitization is backed by Residential Mortgage Assistance
Enterprise, LLC originated one- to four-family, adjustable-rate
and fixed-rate subprime mortgage loans secured by first liens and
second liens on residential real properties.  The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination, overcollateralization, excess
spread, and an interest rate swap agreement.  Moody's expected
loss on the deal is approximately 5.55% to 6.05%.

Ocwen Loan Servicing LLC will service the loans.  Ocwen is rated
SQ2- by Moody's as a primary servicer of sub-prime first lien
loans.

The complete rating actions are:

                 ResMAE Mortgage Loan Trust 2006-1
                 ResMAE Asset-Backed  Pass-Through
                    Certificates, Series 2006-1

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


REYNOLDS AMERICAN: Buying Conwood Sales for $3.5 Billion
--------------------------------------------------------
Reynolds American Inc. will acquire a holding company that owns
Conwood Sales Co., LP, the nation's second largest manufacturer of
smokeless tobacco products, for $3.5 billion.  Business interests
of the Pritzker family own the holding company.

"Conwood provides us with a significant, strategic platform within
the growing moist snuff category that would have taken years to
build," said Susan M. Ivey, chairman and chief executive officer
of Reynolds American.  "The moist snuff category has been growing
at 4% to 5% for the past five years.  Clearly, we're excited by
this unique opportunity to gain immediate scale and strength in
the category."

Tom Pritzker, chairman and CEO of The Pritzker Organization, said:   
"We are very proud of what our team has accomplished.  Having
achieved a strong position in the market, we felt that a strategic
buyer would be in the best position to continue the growth of the
company.  In Reynolds American, we found a management team that is
both compatible with our management team and, in our view, has the
vision and capabilities to capitalize on what we have achieved."

Conwood, headquartered in Memphis, Tenn., had 2005 annual net
sales of more than $450 million and operating income of nearly
$250 million, which represents an operating margin of about 55%.  
Over the past five years, Conwood has delivered very strong
compound annual growth in net sales and operating income of
approximately 8% and 10%, respectively.

"This transaction is expected to be accretive to earnings in both
the short and long term, and enhances shareholder value," said
Dianne M. Neal, RAI's executive vice president of finance and
chief financial officer.  "Conwood's strong growth and high
margins should make it an important driver of RAI's future
profitability."

Conwood is the only company to compete in all five segments of the
U.S. smokeless tobacco industry, manufacturing moist and dry
snuff; and loose leaf, plug and twist chewing tobaccos.  Conwood
holds the No. 1 or No. 2 position in every segment of the
smokeless tobacco market.  Moist snuff accounts for more than 70%
of Conwood's sales, led by both its premium-priced Kodiak brand
and its rapidly growing value-priced Grizzly brand.  

Conwood, which traces its roots back to the 1782 founding of the
Garrett Snuff Company, operates seven facilities and employs about
900 people in Tennessee, Kentucky and North Carolina.

Reynolds American is also the parent company of R.J. Reynolds
Tobacco Company; Santa Fe Natural Tobacco Company, Inc.; R.J.
Reynolds Global Products, Inc.; and Lane Limited.  Conwood will
operate as a subsidiary of Reynolds American.  Bill Rosson,
Conwood's chief executive officer, will report to Jeffrey A.
Eckmann, Reynolds American's executive vice president of strategy
and business development.  Santa Fe Natural Tobacco Co., R.J.
Reynolds Global Products and Lane Limited also report to Eckmann.

"Conwood's management team has an excellent record of delivering
growth and building strong brands," said Eckmann.  "They have
doubled their share of the moist snuff market over the last five
years.  Their commitment to product innovation and brand building
is an excellent fit with the strategic direction of all of RAI's
operating companies," he said.  

Reynolds American will combine its Lane Limited subsidiary with
Conwood in order to consolidate and drive the companies' portfolio
of other tobacco products.  Lane markets a wide range of specialty
tobacco products, including cigars and little cigars; roll-your-
own and pipe tobaccos; and Dunhill and other premium international
cigarettes.  The headquarters of the newly combined companies will
be located in Memphis, and full integration is expected to be
completed by the end of 2007.

The transaction will require regulatory approval by the Federal
Trade Commission.  The acquisition is expected to close by the end
of the second quarter.  

The transaction provides Reynolds American with the opportunity to
leverage its strong balance sheet to create shareholder value.  
RAI will fund the acquisition with $3.2 billion in new debt and
$300 million in cash.  The company has received financing
commitments from Lehman Brothers Inc. and JPMorgan Chase Bank,
N.A. for the debt necessary to complete the transaction.  

Reynolds American said it does not plan to revise its 2006
earnings guidance or its year-end balance sheet forecast until the
transaction has closed and the company has had a period of time to
gain additional clarity on Conwood's potential contribution to RAI
current-year earnings.

Lehman Brothers Inc. advised Reynolds American on the Conwood
transaction.

                          About Conwood

Conwood -- http://www.cwdlp.com/-- makes the Grizzly and Kodiak  
brands of moist tobacco.  Conwood also makes loose-leaf tobacco,
including Morgan's, Levi Garrett, and Taylor's Pride brands, snuff
Garrett, Dental, and Tube Rose brands, and an assortment of other
smokeless tobacco products.

                     About Reynolds American

Based in Winston-Salem, North Carolina, Reynolds American Inc.
(NYSE: RAI) - http://www.ReynoldsAmerican.com/-- is the parent  
company of R.J. Reynolds Tobacco Company, Santa Fe Natural Tobacco
Company, Inc., Lane Limited and R.J. Reynolds Global Products,
Inc. R.J. Reynolds Tobacco Company, the second-largest U.S.
tobacco company, manufactures about one of every three cigarettes
sold in the country.  The company's brands include five of the 10
best-selling U.S. brands: Camel, Kool, Winston, Salem and Doral.  
Santa Fe Natural Tobacco Company, Inc. manufactures Natural
American Spirit cigarettes and other tobacco products for U.S. and
international markets.  Lane Limited manufactures several roll-
your-own, pipe tobacco and little cigar brands, and distributes
Dunhill tobacco products.  R.J. Reynolds Global Products, Inc.
manufactures, sells and distributes American-blend cigarettes and
other tobacco products to a variety of customers worldwide.


REYNOLDS AMERICAN: Acquisition Deal Cues Moody's to Hold Ratings
----------------------------------------------------------------
Moody's Investors Service affirmed Reynolds American's ratings and
negative outlook following the company's announcement that it had
reached agreement to acquire the Conwood Company, a privately held
manufacturer of smokeless tobacco products, for approximately $3.5
billion in cash.  

The ratings affirmation reflects:

   1) the strategic benefits of the transaction, which despite
      the full price being paid will broaden the company's
      product portfolio and enhance its growth potential; and

   2) the substantial cushion in RAI's financial profile which
      can accommodate the additional $3.2 billion of debt at the
      current rating level.

The rating outlook remains negative based on ongoing uncertainties
associated with the litigation environment that RAI faces, as well
as the very limited scope for any additional incurrence of debt at
the current rating level.

Ratings affirmed:

   * Corporate family rating, Ba2;
   * Senior secured bonds, Ba2;
   * Senior unsecured bonds, B2;
   * Speculative grade liquidity rating, SGL-3.

RAI's Ba2 corporate family rating is supported by the financial
strength exhibited by the company's most recent annual operating
results and the overall market strength of the company's cigarette
brands, as well as the diversification, growth and margin benefits
from the purchase of the Conwood Company.

While the additional $3.2 billion of debt can be accommodated at
the Ba2 rating level, this transaction will leave little cushion
at the Ba2 level to cover any unanticipated material disruptions
in the company's operations.  Ratings could also be downgraded if
any of the lawsuits in which the company is involved significantly
increase the financial risk it faces.  Conversely, the rating
outlook could be stabilized if Moody's assessment of recent
litigation developments, as well as other litigation in which
Reynolds is involved, continues to suggest diminished legal risk.

Moody's notes that RAI intends to utilize $300 million in cash and
$3.2 billion of debt to finance the acquisition and that the
company has received financing commitments from Lehman Brothers
Inc., and JPMorgan Chase Bank, N.A. to complete this transaction.
If the final financing structure results in a significant increase
in higher priority debt at RAI, the ratings on the company's
unsecured, guaranteed notes could be lowered modestly.

Based in Winston-Salem, North Carolina, Reynolds American is the
parent company of RJR Tobacco Company, the second largest
cigarette company in the United States.  Headquartered in Memphis,
Tenn., the Conwood Company is the nation's second largest
manufacturer of smokeless tobacco products.


REYNOLDS AMERICAN: S&P Assigns BB+ Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its existing 'BB+'
corporate credit rating on domestic cigarette manufacturer RJ
Reynolds Tobacco Holdings Inc., wholly-owned subsidiary of
Reynolds American Inc., and assigned its 'BB+' corporate credit
rating to RAI.
     
At the same time, Standard & Poor's assigned its 'BBB-' bank loan
rating and its '1' recovery rating to RAI's proposed $4.0 billion
of senior secured credit facilities.  The credit facilities are
rated one notch higher than the corporate credit rating, this and
the '1' recovery rating indicate that lenders can expect full
recovery of principal in the event of payment default.  All
ratings are based on preliminary offering statements and are
subject to review upon final documentation.
     
In addition, Standard & Poor's placed its senior secured and
senior unsecured debt ratings on RJR's existing notes on
CreditWatch with negative implications, because priority
obligations ahead of them increase as a result of the proposed
senior secured credit facilities.  Standard & Poor's also
placed its existing preliminary 'BB+/BB/BB-' senior secured/senior
unsecured/subordinated debt ratings on RJR's shelf registration
for debt securities on CreditWatch with negative implications for
the same reasons.
     
Proceeds from the new credit facilities will be used in part to
finance the company's announced acquisition of the Conwood
Companies (unrated) for $3.5 billion.  The company intends to
finance the acquisition with $300 million in cash and $3.2 billion
in new debt, consisting of term loan borrowings and proceeds from
a planned private offering of senior secured notes.  Standard &
Poor's does not have sufficient information at this time to assign
ratings to the proposed senior secured notes.
     
The affirmation of RJR's existing corporate credit rating reflects
Standard & Poor's belief that the transaction will strengthen
RAI's business risk profile, providing some diversification of
sales and EBITDA into higher-margin smokeless tobacco products,
as well as providing the company with additional growth
opportunities.  Furthermore, RAI had maintained a conservative
balance sheet and strong credit protection measures which provided
moderate debt capacity at the current ratings.
     
The outlooks for both RAI and RJR are negative and reflect
Standard & Poor's ongoing concerns about litigation.


SALOMON BROS: S&P Downgrades Class K-WGM Certificate Rating to BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on two
classes and lowered its ratings on six classes of Salomon Bros.
Mortgage Securities VII Inc.'s commercial mortgage pass-through
certificates series 2003-CDC1.  Concurrently, the ratings
on two other classes from the same transaction are affirmed.
     
The raised and affirmed ratings reflect Standard & Poor's analysis
of the remaining loan in the pool, as well as increased credit
enhancement levels resulting from the payoff of loans.  The
lowered rating reflects the decline in performance of the Westgate
Mall loan.  
     
As of April 17, 2006, the transaction included the one loan's
senior pooled interest balance of $37.5 million, down from 11
loans with an aggregate balance of $381.8 million at issuance.
There are also subordinate raked classes totaling $10.5 million.
The remaining loan is indexed to 30-day LIBOR and is subject to an
interest rate cap agreement.
     
An 886,805-sq.-ft. mall in Amarillo, Texas, secures the Westgate
Mall loan.  The mall is anchored by Mervyn's, Dillard's, Bealls,
Sears, and J.C. Penney.

The collateral for the loan consists of 517,707 sq. ft., and only
Dillard's and Bealls are part of the collateral.  Mervyn's will be
terminating its lease and closing its store.
     
The loan matures in January 2007 and has no extensions remaining.
Based on year-end 2005 financial statements, Standard & Poor's
calculated a net cash flow of $5.2 million for the property, down
from $6.7 million at issuance.  The decrease in net cash flow can
be attributed primarily to the decline in the in-line mall
occupancy, which is currently 83% (compared with 89% at issuance),
and the increase in real estate taxes due to recent tax
assessments done at the property.
   
Ratings raised:
(Pooled interests)
   
Salomon Bros. Mortgage Securities VII Inc.
Commercial mortgage pass-through certificates series 2003-CDC1
            
                             Rating

                      Class    To     From
                      -----    --     ----
                        C      AAA    AA+
                        D      AA+    AA  
   
Ratings lowered:
(Nonpooled interests)
   
Salomon Bros. Mortgage Securities VII Inc.
Commercial mortgage pass-through certificates series 2003-CDC1
            
                             Rating

                      Class     To     From
                      -----     --     ----
                      G-1-WGM   A      A+
                      G-2-WGM   A-     A
                      G-3-WGM   BBB+   A-
                      H-WGM     BBB    BBB+
                      J-WGM     BBB-   BBB
                      K-WGM     BB+    BBB-
   
Ratings affirmed:
(Pooled interests)
   
Salomon Bros. Mortgage Securities VII Inc.
Commercial mortgage pass-through certificates series 2003-CDC1
   
                       Class       Rating
                       -----       ------
                       E           AA-
                       F           A+
                       X-1         AAA
                       X-2A        AAA
                       X-2B        BBB-
                       X-3CDC      AAA


SHAW COMM: Moody's Rates Proposed CDN$300 Mil. Debentures at Ba2
----------------------------------------------------------------
Moody's Investors Service affirms ratings of Shaw Communications
Inc., and assigned a senior unsecured rating of Ba2 to the
company's proposed CDN$300 million senior unsecured debenture
issue which is to be used to retire bank debt.  The outlook for
all ratings is stable.

Shaw's Corporate Family Rating of Ba2 is supported by its strong
operating capabilities, which underlie its highly effective
response to the competitive landscape, including its launch of
cable telephony, and improving financial strength.  The rating is
constrained by Shaw's small scale relative to global peers, by
management's high risk tolerance, evidenced by its willingness to
distribute all free cash flow to shareholders rather than reduce
debt, by the company's weak free cash flow-to-debt metric, and by
net governance weaknesses.

The outlook is stable.  Moody's recognizes Shaw's good and
improving performance, but expects increased capital expenditures
and ongoing shareholder payments to limit meaningful improvements
in the relationship of cash flows to debt.

The ratings affected are:

   Issuer: Shaw Communications Inc.

   * Senior Unsecured Regular Bond/Debenture, Assigned Ba2

Shaw Communications Inc. is a cable and satellite operator
headquartered in Calgary, Alberta, Canada.


SHAW COMMS: S&P Rates Planned CDN$300 Mil. Sr. Unsec. Notes at BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' debt rating
to Shaw Communications Inc.'s proposed CDN$300 million senior
unsecured notes due 2016.  The final amount could be increased
modestly.  Proceeds will be used to refinance existing bank debt
and for working capital.

At the same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit rating on Calgary, Alta.-based Shaw.  The outlook
is stable.
     
"The ratings reflect the risk profile of the company's
consolidated subsidiaries, namely, its cable TV subsidiaries and
its satellite subsidiary, Canadian Satellite Communications Inc.
(Cancom)," said Standard & Poor's credit analyst Madhav Hari.
"Shaw has an investment-grade business risk profile, which is
supported by the strength of its core cable TV and Internet
operations," he added.

Nevertheless, the ratings are constrained by an aggressive
financial risk profile characterized by high leverage and an
improving, but still aggressive financial policy.  Shaw's
satellite operations and direct-to-home video operator (Star
Choice Communications Inc.), are not material drivers, and
therefore have an overall neutral effect on the ratings at this
time.
     
Shaw's cable TV business represents a significant proportion of
the company's revenues (72%) and reported EBITDA (82%) and
therefore remains the primary driver of the overall credit rating.
Operating momentum in the cable TV segment continues to be robust
as witnessed by good growth in subscriber metrics, revenues, and
EBITDA.  Specifically, in the three months ended Feb. 28, 2006,
Shaw reported year-over-year basic subscriber growth of 1.9%,
broadband growth of 14.3%, and digital TV growth of 11.7%.
Consequently, cable TV revenues and reported EBITDA improved 13.0%
and 7.1% from previous year levels; management raised its EBITDA
guidance for fiscal 2006 (year ended Aug. 31) by CDN$20 million to
CDN$1.045 billion-CDN$1.055 billion, which is reasonable in light
of Shaw's performance in the first half of fiscal 2006.  
     
Although the pace of subscriber additions for newly launched
telephony service slowed sequentially, Shaw continues to make good
progress in this area.  Customer loyalty and satisfaction remain
at industry-leading levels as witnessed by low and improving churn
levels across most offerings.  Noteworthy is Shaw's ability to
expand its broadband customer base, despite an industry-leading
58% penetration of basic cable customers.  Future growth, however,
is likely to moderate given market saturation and potentially
increased competition.  Nonetheless, Shaw should continue to
generate good growth in the medium term at its digital TV and
telephony offerings, given low penetration levels of 30% and 5%,
respectively.   
     
The outlook is stable, reflecting expectations for a stable
balance sheet and continued improvement in operating performance.
The company's credit metrics will likely improve at a modest pace
in the medium term, as discretionary cash flow will continue to be
used for share repurchases, at least through the end of fiscal
2006.  Should the company commit to a policy of debt reduction in
fiscal 2007, while maintaining strong operating performance
and free operating cash flow, the outlook could be revised to
positive.  Conditions that could lead to a revision in the outlook
to negative are less likely, but could include an unexpected and
material deterioration in operating performance.


SIEGEL JEWELERS: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Siegel Jewelers, Inc.
        aka S.J. Marketing
        2700 - 29th Street
        P.O. Box 6465
        Grand Rapids, Michigan 49516

Bankruptcy Case No.: 06-01734

Type of Business: Siegel Jewelers, Inc., is a family owned
                  and operated company that sells jewelry.
                  See http://www.diamondsrforever.com/

Chapter 11 Petition Date: April 19, 2006

Court: Western District of Michigan (Grand Rapids)

Debtor's Counsel: Robert A. Stariha, Esq.
                  Stariha Law Offices, P.C.
                  48 West Main Street, Suite 6
                  Fremont, Michigan 49412
                  Tel: (231) 924-3761

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Bernard M. Siegel                Personal Loan         $674,387
P.O. Box 6465
Grand Rapids, MI 49516

Rego Manf Inc.                   Trade debt            $555,329
P.O. Box 838
Bucyrus, OH 44820

Woodland                         Rent                  $286,309
Department 53101
P.O. Box 67000
Detroit, MI 48267

B. Miller & Dorothy W. Siegel    Personal Loan         $237,022
P.O. Box 6465
Grand Rapids, MI 49516

Inter LR/Ema-Rama ABR            Trade debt             $93,910

Alfred Butler Inc.               Trade debt             $69,313

Dejager Construction             Remodeling             $61,362
                                 of business

I Starck Company                 Trade debt             $46,520

Citibank Business                Credit card            $38,242

Ideal Printing Company Inc.      Trade debt             $34,419

Citi AA Business Card            Credit card            $32,814

Candela Jewelry Inc.             Trade debt             $32,433

Richard Krementz Gemstone        Trade debt             $32,156

Spark Creations Inc.             Trade debt             $31,755

MBNA Repayment Services          Credit cards           $31,305

Grandville, LLC                  Rent                   $31,236
dba Rivertown Crossing Mall

Bernard M. Siegel                Personal Loan          $30,000

Kwiat, Inc.                      Trade debt             $27,766


SOVEREIGN BANCORP: Moody's Rates $200MM Pref. Stock Issue at Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to Sovereign
Bancorp's issuance of $200 million of Perpetual Preferred Stock,
which is being issued as part of the financing for Sovereign's
pending acquisition of Independence Community Bank Corp.

Based on current expectations, Moody's expects the ratings of the
aforementioned Perpetual Preferred Stock issuance as well as other
existing credit ratings of Sovereign Bancorp and its affiliates to
be affirmed following the acquisition of Independence.  The
company expects the transaction to close later this quarter.  
Sovereign Bancorp currently has a Baa3 Senior Unsecured and its
lead thrift is rated Baa1/P-2 for deposits.  The outlook on all
ratings is stable.

Sovereign Bancorp is a thrift holding company headquartered in
Philadelphia, Pennsylvania with assets of $63.7 billion as of Dec.
31, 2005.  Independence Community Bank Corp., is a thrift holding
company headquartered in Brooklyn NY with assets of
$19.1 billion as of Dec. 31, 2005.


ST. LOUIS: Moody's Holds Junk Rating on $98MM Sr. Revenue Bonds
---------------------------------------------------------------
Moody's Investors Service affirmed the Caa2 rating on the St.
Louis Industrial Development Authority's $98 million in senior
lien hotel revenue bonds.  The rating remains on Watch list for
possible downgrade given the potential for a default on an
interest payment due June 15.

Legal Security:

Net revenues of the headquarters hotels for the America's Center
Convention Center in downtown St. Louis.  Net revenues are
generated from the 165-room Renaissance Suites that opened for
business in April 2002, and the 918-room Renaissance Grand that
opened for business in February 2003.  Pledged revenues also
include a debt service reserve fund and mortgage interest in the
project.

Derivatives: None

Strengths:

   * Equity holder Kimberly-Clark Corporation, acting through its
     affiliate Housing Horizons LLC, has financial incentives to
     make additional contributions to the project if needed
     through 2006; however, beyond 2006 financial incentives
     begin to dwindle and the project will likely need to support
     itself.

   * Marriott International, the hotel operator, has achieved
     high market penetration, despite weak market fundamentals.

Challenges:

   * The project hotels are under severe credit stress, with weak
     operating and financial performance since opening;

   * Hotel net revenues have not been sufficient to support debt
     service, and the project has nearly depleted its debt
     service reserve fund.  Other standby support has been fully
     exhausted;

   * Due to weak market fundamentals and a mismatch between
     supply and demand break even analysis indicates the hotel is
     likely several years away from fully supporting its
     operating expenses and debt service costs, suggesting that a
     payment default could occur as early as June 2006.

Recent Developments:

The 165-room Renaissance Suites and 918-room Renaissance Grand
hotels project moderately improved operating and financial
performance in 2006 but remains highly stressed and could default
on the $3.5 million debt service payment due June 15.  Year-to-
date figures through February 2006 show cash available for debt
service of $53,000 and $177,000 remaining in the debt service
reserve fund, although available cash should improve slightly
before the June 15 payment with receipts from the busier spring
months.  Operating profit is expected to generate enough cash to
pay approximately 67% of annual debt service payments due in 2006.

Equity-holder Kimberly-Clark Corporation has some financial
incentives to make additional cash contributions to the project in
the future.  Acting through its affiliate Housing Horizons, LLC,
Kimberly-Clark is expected, although not obligated, to continue to
subsidize operations as long as their benefits from the
substantial federal tax credits associated with the project
outweigh their required financial contribution to the hotel. Based
on current projections, Moody's expects these tax credits will
remain significantly larger than the required financial
contribution through 2006.

The rating remains on Watchlist for possible downgrade based on
our expectation that the hotels' financial performance will likely
remain weak and could require a judicial restructuring, a non-
judicial refinancing with consent of bondholders, or additional
equity contributions from key interested parties to avoid default.  
On April 19, interested parties met to discuss possible
restructuring options but no plan was announced.

A financial workout plan may be possible outside of a judicial
restructuring, but Moody's remains concerned that project revenues
are insufficient to continue to meet interest and principal
obligation, absent a contribution from Kimberly-Clark. In order to
balance its cash flow and obligations, a bankruptcy filing may be
inevitable.  If the project defaults, or files for bankruptcy
protection, Moody's analysis will focus on whether bondholders
will eventually be paid and how much they will recover.  In doing
so, we will seek to understand the legal standing of the
obligations as well as the value of assets that may be used to
repay bondholders.  If the project were to file for bankruptcy
protection, the bond rating would likely remain in the Caa rating
level or fall lower if full and timely debt service payments are
in question.

The hotels exhibited overall weak operating and financial
performance in 2005, although average occupancy and daily room
rates trended more favorably in 2005, compared to 2004 and 2003,
and are expected to continue improving in 2006.  In 2006 the
hotels are expected to generate $4.7 million in net revenues, an
increase from actual revenues in 2005 of $1.6 million, although
short of the $7 million needed to cover annual debt service in
2006.  The hotels' occupancy rate equaled 62% in 2005 and the
average daily rate was $117.

Despite relatively weak financial performance, the hotels have
outperformed their direct competitors in the downtown St. Louis
market.  While the hotels' market penetration rate was an
impressive 119%, indicating that the hotels are capturing more
than their fair share of demand, the citywide average room rates
remain far below levels needed for breakeven operations.
Furthermore, new leadership at the Convention and Visitors
Commission may have positive long-term effects but likely will do
little to improve the hotels financial position in the near term.

Moody's breakeven analysis indicates that the weighted average
occupancy rate for the combined hotels would need to increase to
over 65% and average daily rates would need to reach in excess of
$150 in order to generate revenues sufficient to cover both
operating expense and debt service in 2006.  An updated
consultant's study completed in the summer of 2005 forecasted that
the hotels would generate enough cash to pay debt service payment
by 2010.

Project Background:

The project bonds were issued in 2000 to finance a portion of the
costs of construction and renovation of the headquarters hotels
for the America's Center Convention Center in downtown St. Louis.
The hotels' poor operating and financial performance stems from a
number of national and local contributing factors.  National
factors include the disruption of the hotel industry as a result
of the impact of the September 2001 terrorist attacks on travel; a
national and regional economic slowdown; a general deterioration
of hotel market conditions, both nationally and in the St. Louis
regional market; a decline in business spending on meetings and
conventions, and softening nationally in convention bookings and
attendance in recent years.  An additional factor was American
Airlines' significant reduction in air service at Lambert-St.  
Louis International Airport, which has not been fully restored.

Local factors include the inability of the CVC to obtain the
anticipated convention activity at the American's center.  The CVC
and the market feasibility consultant concluded that the city
could significantly improve the number of conventions if they had
a properly sized headquarters hotel adjacent to the St. Louis
America's Convention Center.  The market study forecasted that
group room nights generated from the increased conventions would
increase to 800,000 group room nights in 2004, compared to an
actual 410,000.  The Idea Institute's August 2004 study concluded
that the overwhelming reason for missing the room rate target was
the poor national image of St. Louis as a destination.  Other
factors include the high cost labor work rules, lack of political
support and the governance structure of the CVC.

Outlook:

The Caa2 rating remains on Watchlist for a possible downgrade.  
Moody's review over the next three months will focus on whether
bondholders will eventually be paid and how much they will
recover.

What Would Change The Rating Up:

Upward pressures on the rating could arise from significant and
sustained increases in local convention business that generates
higher occupancy and average room rates at the hotels and provides
sufficient revenue to pay for debt service and other required
expenses.

What would change the rating down:

The rating could deteriorate if the project defaults on its debt
payments and ultimate bondholder recovery appears significantly
diminished.

Key Indicators:

   Rooms: 1,083 total
   Occupancy rate, 2005: 61.7%
   Average daily rate, 2005: $117
   Net hotel revenues, FY2005 (Unaudited): $1.6 million
   Debt service coverage, FY2005 (Unaudited): 0.23
   Net hotel revenues, FY2006 (projected): $4.7 million
   Debt service coverage, FY2006 (projected): 0.66

Rated Debt: Senior Lien Revenue Bonds, Series 2000A, $98 million


STONE ENERGY: Moody's May Upgrade Ratings Following Stock Merger
----------------------------------------------------------------
Moody's Investors Service placed Plains Exploration & Production's
ratings under review for downgrade.  Moody's also placed Stone
Energy's ratings on review for upgrade.  These actions follow
PXP's and SGY's announced stock-for-stock merger placing SGY's
equity market valuation in the range of $1.4 billion and
enterprise value in the range of $1.9 billion including the
assumption of approximately $483 million of SGY debt.

Moody's places PXP's pro-forma year-end 2005 debt at $2.145
billion, after funding substantial transaction fees and the $600
million peak upcycle unwinding of underwater crude oil collars on
22,000 barrels per day of crude oil not scheduled to roll off
until year-end 2008.  These figures are not updated for first
quarter 2006 bank revolver activity.  In the unwinding of the
collars, PXP effectively crystallized the major opportunity cost
of the collars at hefty prices but will term out the negative cash
flow impact over the life of a forthcoming long term non-
amortizing note.

While the PXP and SGY merger affords considerably more
reinvestment flexibility and potential within the merged property
base, the merged business must first reverse the underperforming
momentum of both property bases before mounting positive momentum.  
SGY has been especially challenged over the last few years, a
situation that was exacerbated by a still shut-in major proportion
of its production due to hurricane damage.

Exploration and production is a highly capital-intensive depleting
asset business.  Accordingly, under Moody's global rating
methodology for independent exploration and production companies,
approximately 70% of the rating is driven by expected quantitative
and qualitative operational considerations, 20% by two categories
of expected leverage on reserves, and 10% by expected leverage on
retained cash flow after sustaining capital spending.  The pro-
forma expected operating, leverage, and financial strategy profile
of the merged PXP and SGY business bases warrants a review for a
downgrade of PXP's ratings at this time.

SGY's review for upgrade reflects its currently low rating
relative to the stronger profile of the pro-forma PXP or SGY
business, seasoned management and operational teams of the merged
business, and a very strong oil and gas price environment fueling
strong pre-capex pro-forma cash flow with which to tackle the
combined operating challenges, mount a larger more diversified
reinvestment program, and service debt.

PXP's review for downgrade anticipates the new PXP's equity
strategies; ongoing operational disappointments and challenges of
both PXP and SGY; high cost structures; reinvestment focus towards
short lived Gulf of Mexico shallow water and high cost, high risk,
long lead time deepwater GOM exploration and development activity;
and inherent risks of a major portfolio transition may require the
greater flexibility of a lower debt rating.  This would
accommodate higher sustained leverage, ongoing high costs and
inherent challenges of turning capital productivity around,
operational risks, and the wide range of potential operating
outcomes.

Given still record high oil prices, the unwinding of the collars
boosts current cash flow available for reinvestment, stock
buybacks, and debt reduction.  Moody's assumes a small degree of
debt reduction prior to equity buybacks.  Moody's also believes
that, given the performance challenges of the merged business as
well as equity market expectations, PXP will retain equity
buybacks as a potentially active tool in managing capital
allocation and its equity strategy.

While the SGY acquisition adds proportionally significant new
prospect opportunities, including two nascent potentially key
Rocky Mountain plays, Moody's believes PXP has also adopted a
strategy of sustained higher leverage into its equity strategy and
we believe opportunistic share buybacks will continue to be a
basic tool in PXP's equity strategy and tactics.  Moody's also
notes PXP's disappointing production response to substantial
capital reinvestment in its California plays, driving all unit
costs higher.  The added leverage will almost double interest
expense.  SGY has faced major operational challenges, very week
capital reinvestment productivity, and the de-booking of 20% of
its proven reserves, and is undergoing an SEC review of prior
reserve booking practices.

On a pro-forma basis, Moody's estimates that PXP will have
approximately 500 million of proved reserves including
approximately 339 of proven developed reserves.  PXP has
historically carried a proven developed reserve life of over 10
years while, before a major proportion of its production was shut-
in due to hurricane damage, SGY carried a proven developed reserve
life of 5.2 years.  According to the company's estimates,
approximately 15% of pro-forma reserves will be located in the
Gulf of Mexico, 77% in California, and 8% in the Mid-Continent.

Plains Exploration & Production Company is headquartered in
Houston, Texas.


SUPERIOR PLUS: S&P Affirms BB+ Rating & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
from stable on Calgary, Alta.-based Superior Plus Inc.  At the
same time, Standard & Poor's affirmed its 'BB+' long-term
corporate credit and 'BBB-' senior secured debt ratings on the
company.  The revised outlook reflects the company's weaker-than-
expected operating performance.  As a result, Superior has
announced a strategic review of its operations that is intended to
maximize shareholder value and Standard & Poor's will evaluate any
negative repercussions for the company's credit profile.
     
"The ratings on Superior reflect the company's aggressive
financial profile with limited financial flexibility," said
Standard & Poor's credit analyst Bhavini Patel.  "Furthermore, the
company's acquisition-related growth strategy into new business
lines introduces a source of uncertainty to the credit profile,"
Ms. Patel added.

These weaknesses are alleviated by the strong market positions of
the propane distribution and specialty chemicals businesses and
the diversity of the company's assets, on a consolidated basis,
across end markets, products, and customers.  
     
Superior is a wholly owned subsidiary of Superior Plus Income
Fund, a limited-purpose, unincorporated trust (the fund).  All of
the fund's revenues and cash flows are derived from Superior, the
operating company, and these cash flows are used to service the
fund's consolidated debt, including secured debt at Superior and
convertible debentures of the fund, and trust unit distributions.
Standard & Poor's takes a consolidated approach to the ratings
and focuses on the consolidated financial results of the fund.

Consistent with Standard & Poor's rating methodology, Superior's
secured notes are rated one notch higher than the long-term
corporate credit rating due to the amount of collateral securing
the debt.  The company owns and operates five distinct business
divisions:

   * Superior Propane, the largest propane distributor in
     Canada;

   * ERCO Worldwide, a specialty chemicals producer;

   * the recently acquired JW Aluminum, a specialty flat-rolled
     aluminum manufacturer;

   * Winroc, a North American building products distributor; and

   * Superior Energy Management, a fixed-price natural gas
     marketer.

The propane distribution, specialty chemical, and flat-rolled
aluminum businesses collectively contribute the bulk (close to
85%) of operating income.  
     
The outlook on Superior is negative.  Softening demand and cost
pressures at ERCO will result in weak operating results in the
next 12 months.  A negative rating action is possible if Superior
is unable to improve its financial profile within that timeframe.
Furthermore, a significant divesture of any business line as a
result of the company's strategic review could also pressure the
ratings.  An outlook revision to stable would require more clarity
of the company's direction regarding its strategic options or a
sustainable improvement in credit metrics.


THREE S: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Three S Delaware, Inc.
        aka Steele Software Systems Corp.
        aka 3S/Real Serv Corp.
        5700 Executive Drive
        Baltimore, Maryland 21228
        Tel: (410) 719-1233

Bankruptcy Case No.: 06-10413

Type of Business: The Debtor is a residential
                  real estate information provider.
                  See http://www.steelesoft.com/

Chapter 11 Petition Date: April 26, 2006

Court: District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Edwin J. Harron, Esq.
                  Young, Conaway, Stargatt & Taylor, LLP
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, Delaware 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
DataQuick Information            Litigation          $6,218,284
Systems, Inc.
c/o Venable, LLP
2 Hopkins Plaza, Suite 1800
Baltimore, MD 21201

Harry Pappas, Jr.                                      $889,000
P.O. Box 5394
Baltimore, MD 21209

Nicholas Andrews                 Debenture             $142,855
3256 South Parkway
Golden Beach, FL 33160

William Salladin                 Debenture             $142,855

Calvin Hubbard                   Debenture             $114,284

Tom Andrews                      Debenture              $57,142

Richard Andrews                  Debenture              $57,142

BB&T                             Equipment Leases       $45,819

Bernie Stansbury                 Debenture              $28,571

Nicholas Cortezi                 Debenture              $28,571

Jack Lassen                      Debenture              $28,571

Martha Dickinson                 Debenture              $28,571

Lora Salladin                    Debenture              $28,571

Mary Salladin                    Debenture              $28,571

Elizabeth Ayres                  Debenture              $25,571

Thomas & Libowitz                Legal                  $10,000

St. John Properties              Lease                   $1,386

American Arbitration Assoc.      Litigation              $1,250

XO Communications                Telephone Bills           $602
Services, Inc.

Nationwide Trust                 Administrator Fee         $500


TITAN CRUISE: First American Says Disclosure is Inadequate
----------------------------------------------------------
First American Bank, N.A., asks the U.S. Bankruptcy Court for the
Middle District of Florida to deny approval of the Disclosure
Statement explaining Titan Cruise Lines and Ocean Jewel Casino &
Entertainment, Inc.'s Joint Chapter 11 Plan of Reorganization.  
First American is the Debtors' DIP lender.

First American tells the Court that the Debtors' disclosure
statement does not contain the right amount of the right kind of
information for creditors to make informed decisions when asked to
vote whether to accept or reject the Plan.

First American contends that the disclosure statement does not:

    (a) provide the amount of any cash payment secured creditors
        are to receive under Plan;

    (b) identify the timing or amount of post-confirmation
        payments any will receive;

    (c) identify the dividend, or even the possible range of
        potential dividends, creditors are to receive under the
        Plan;

    (d) include a distribution percentage that creditors should
        expect to receive under the Plan; and

    (e) have any financial analysis or projections sufficient to
        educate a reasonable investor on whether to vote to accept
        or reject the Plan.

                        Terms of the Plan

Under the Plan, Administrative Claims, Priority Tax Claims,
Priority Claims, Tax Lien Claims will be paid in full.

Secured Maritime Claims will be paid in full from the proceeds of
the sale of specific vessels to which Maritime's lien is attached.

The secured claim of First American Bank will be paid, through
interim distribution, using the remaining balance in the Secured
Creditor Fund after payment of all Secured Maritime Claims,
Administrative Professionals' Claims and Disputed Secured maritime
Claims.  

Unsecured creditors will receive their pro rata share of the
remaining amount in the Carve-Out Fund after:

    * paying the expenses of the Reorganized Debtors;

    * funding the Reorganized Debtors Reserve; and

    * paying administrative claims, priority tax claims, and
      priority claims.

Holders of equity interests in the Debtors will receive their pro
rata share of the funds remaining in the Carve-Out Fund after all
other claims are paid.

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

http://www.researcharchives.com/bin/download?id=060426031414

The Court will convene a hearing at 1:30 p.m., on May 3, 2006, to
determine the adequacy of the Debtor's disclosure statement.

                      About Titan Cruise

Headquartered in Saint Petersburg, Florida, Titan Cruise Lines and
its subsidiary owns and operates an offshore casino gaming
operation.  The Company and its subsidiary filed for chapter 11
protection on August 1, 2005 (Bankr. M.D. Fla. Case Nos. 05-15154
and 05-15188).  Gregory M. McCoskey, Esq., at Glenn Rasmussen &
Fogarty, P.A., represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they estimated assets and debts between $10 million to
$50 million.


TOWER AUTOMOTIVE: Committee Hires Cervantes as Special Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Tower
Automotive, Inc., 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 retain Cervantes, Aguilar-
Alvarez Y Sainz, S.C., as its counsel in Mexican Law in connection
with the Debtors' Chapter 11 cases.

As special counsel, Cervantes is expected to:

   (a) advise the Committee with respect to their powers and
       duties as creditors regarding Mexican Law;

   (b) attend meetings and negotiate with representatives of
       debtors and other parties-in-interest when Mexican Law
       advice is necessary;

   (c) take all necessary action to protect and preserve the
       Committee's estates, including prosecuting actions on the
       Committee's behalf, defending any action commenced against
       the Committee, and representing the Committee's interests
       in negotiations concerning all litigation in which it is
       involved, but exclusively as to Mexican Law;

   (d) prepare all motions, applications, answers, orders,
       reports, and papers necessary of the Committee when
       Mexican Law advice is necessary;

   (e) advise the Committee in connection with any Debtor's
       potential sale of assets in Mexico;

   (f) appear before the Court, any appellate courts, and the
       United States Trustee, and protect the interests of the
       Committee before those Courts and the United States
       Trustee when Mexican Law advice is necessary;

   (g) consult with the Committee regarding legal matters in
       Mexico; and

   (h) perform all other necessary legal services and provide all
       other necessary legal advice to the Committee exclusively
       in connection with Mexican Law.

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

      Professional            Hourly Rate
      ------------            -----------
      Partners                $220 - $350
      Associates              $120 - $175
      Legal Trainees           $70 - $100

The Debtors disclose that the professionals who will be working in
this specific assignment bill:

   Professional                                     Hourly Rate
   ------------                                     -----------
   Luis A. Cervantes Muniz, Esq.                       $350
   Alejandro Sainz Orantes, Esq.                       $260
   Alejandro Campillo Talavera                         $175
   Manuel Ruiz de Chavez Gutierrez de Velasco, Esq.    $175
   Daniel Alejandro Diaz Alvarez, Esq.                 $170
   Hugo Lopez Coll, Esq.                               $140
   Miguel Alfonso Valenzuela Monforte                   $75

Alejandro Sainz Orantes, Esq., a member of the firm, assures the
Court that Cervantes is a "disinterested person" as that phrase
is defined in Section 101(14) of the Bankruptcy Code.

                    About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, 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 $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 31; Bankruptcy Creditors' Service, Inc., 215/945-7000).


UNIVERSITY HEIGHTS: Court OKs Girvin Ferlazzo as Legal Counsel
--------------------------------------------------------------
University Heights Association, Inc., obtained authority from the
U.S. Bankruptcy Court for the Northern District of New York to
employ Girvin & Ferlazzo, P.C., as its legal counsel, nunc pro
tunc to Feb. 13, 2006.

Girvin Ferlazzo will:

   a) provide special litigation and bond counsel to the Debtor,
      as well as counsel to other matters within its expertise as
      the Debtor's general counsel;

   b) provide legal advice with respect to its duties,
      responsibilities and powers in this case;

   c) assist in preparing schedules and statement of affairs and
      other necessary filings;

   d) assist in its investigation of the acts, conduct, assets,
      liabilities and financial condition of the Debtor;

   e) advise with respect to the Debtor's proposed plans of
      reorganization, the Debtor's proposed plans with respect to
      prosecution of claims against various third parties, and any
      other matters relevant to the case, or to the formulation of
      a plan;

   f) assist regarding the meeting of creditors, defense of
      motions to lift stay, protection of leasehold interests and
      other contracts, utility deposit negotiations with
      creditor's committees, formulation of a disclosure statement
      and plan of reorganization, assumption and rejection of
      executory contracts and leases, sale of property, if
      necessary, and such other matters as may be relevant in the
      Debtor's continued operation of its business; and

   g) perform other legal services required by the Debtor.

The Debtor discloses that Girvin & Ferlazzo was paid a retainer
fee of $125,000.  The Debtor further discloses that the Firm's
professionals bill:

              Professionals             Hourly Rate
              -------------             -----------
              Partners                  $200 - $275
              Associates                $150 - $195
              Paraprofessionals             $85

Patrick J. Fitzgerald III, Esq., a principal at Girvin & Ferlazzo,
assures the Court that the Firm is "disinterested" as that term is
defined in Section 101(14) of the U.S. Bankruptcy Code.

Mr. Fitzgerald can be reached at:

         Patrick J. Fitzgerald III, Esq.
         Girvin & Ferlazzo, P.C.
         20 Corporate Woods Boulevard
         Albany, New York 12211
         Tel: (518) 462 0300
         Fax: (518) 462 5037
         http://www.girvinlaw.com/

Headquartered in Albany, New York, University Heights Association
Inc. -- http://www.universityheights.org/-- is composed of four     
educational institutions that aim to enhance the economic vitality
and quality of life of its immediate community.  The company filed
for chapter 11 protection on Feb 13, 2006 (Bankr. N.D.N.Y. Case
No. 06-10226).  Peter A. Pastore, Esq., at McNamee, Lochner,
Titus & Williams, PC, represents the Debtor in its restructuring
efforts.   When the Debtor filed for protection from its
creditors, it estimated assets and liabilities between $10 million
and $50 million.


US AIRWAYS: Assumes Port Authority Pacts & Nixes $24 Million Claim
------------------------------------------------------------------
US Airways, Inc., its debtor-affiliates and the Port Authority of
New York and New Jersey were parties to several agreements for
three airports:

    Airport               Agreement          Date
    -------               ---------          ----
    LaGuardia Airport     Lease              06/02/1989
                          Lease              03/17/1977
                          Lease              02/21/1978
                          Flight Fee         01/01/2004
                          Space Permit       03/01/1989
                          Space Permit       02/01/1992
                          Privilege Permit   09/04/2000

    Newark Library        Lease              12/20/1968
    International         Privilege Permit   04/01/1979
    Airport

    John F. Kennedy       Lease              03/01/1992
    International
    Airport

The Debtors and the Port Authority of NY and NJ were also parties
to these agreements for the Newark Airport:

    -- a letter agreement for employee parking lot;
    -- a privilege permit to store aviation fuel;
    -- a parking permit; and
    -- a letter agreement for vending machines.

On Jan. 28, 2005, the Port Authority of NY & NJ filed Claim
No. 2723 for $24,801,209 asserting a general unsecured claim
against the Debtors.  The Reorganized Debtors objected to the
Claim.

In September 2005, the Court confirmed the Debtors' Plan of
Reorganization.  The Reorganized Debtors assumed their Agreements
with the Port Authority of NY & NJ under the Plan.  The
Reorganized Debtors are also paying their cure obligations to the
Port Authority pursuant to a letter agreement dated Aug. 19, 2005.

In a stipulation, the Reorganized Debtors and the Port Authority
of NY & NJ agree that:

    (a) Claim No. 2723 is withdrawn in its entirety;

    (b) The stipulation is without prejudice to their rights and
        obligations under any of the Agreements that are Assumed
        Contracts, or the Cure Obligations with respect the
        Assumed Contracts, or the Letter Agreement; and

    (c) Any claims and obligations related to building
        deficiencies and environmental remediation for the
        properties covered by the Agreements will survive and
        continue and will not be effected by the bankruptcy case,
        the Plan, or the stipulation, with the parties reserving
        all rights and defenses related to any of the claims and
        obligations.

The Stipulation is deemed effective without further Court order.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News, Issue No. 116; Bankruptcy Creditors' Service, Inc.,
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on April 25, 2006,
Fitch Ratings revised its outlook on US Airways Group to
'Positive' from 'Negative'.  In addition, Fitch placed a 'B'
rating on 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'.  

On March 31, 2006, Moody's Investors Service placed a B2 rating on
US Airways' $1.1 billion secured credit facility.  Moody's also
assigned a B3 corporate family rating.  The outlook has been
changed to stable.


US AIRWAYS: Completes Exchange of $112-Mil. Sr. Notes to Stock
--------------------------------------------------------------
US Airways Group, Inc. (NYSE: LCC), completed the redemption of
approximately $112 million in principal amount of America West
Holdings, Inc.'s 7.5% convertible senior notes due 2009.  

Holders of the notes could elect, on or prior to April 11, 2006,
to convert the notes into shares of US Airways Group common stock
at a rate of 34.376 shares per $1,000 principal amount rather than
receive the cash redemption payment.  Other than a modest payment
for accrued interest and unconverted notes, the transaction did
not result in a cash outlay for the Company; rather the holders of
over 99 percent of the notes converted their notes into US Airways
common stock, resulting in the issuance of an aggregate of
approximately 3.86 million shares.  Following the conversion,
there were approximately 86 million primary shares of common stock
outstanding.

The notes were originally issued to aircraft lessors in January
2002 as part of America West's restructuring in exchange for rent
reductions.  The reduction of debt will lower interest expense by
$8.4 million annually.

"We continue to build on the momentum of the positive US Airways
story.  Today's transaction helps further our goal to reduce debt
and reaffirms our commitment as a low cost carrier by taking
advantage of opportunities to lower costs wherever possible," said
US Airways Chief Financial Officer Derek Kerr.

                         About US Airways

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of:

            * US Airways, Inc.,
            * Allegheny Airlines, Inc.,
            * Piedmont Airlines, Inc.,
            * PSA Airlines, Inc.,
            * MidAtlantic Airways, Inc.,
            * US Airways Leasing and Sales, Inc.,
            * Material Services Company, Inc., and
            * Airways Assurance Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it lists $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The Debtors' chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date. (US Airways Bankruptcy
News, Issue No. 118; Bankruptcy Creditors' Service, Inc.,
215/945-7000)

                         *     *     *

As reported in the Troubled Company Reporter on April 25, 2006,
Fitch Ratings revised its outlook on US Airways Group to
'Positive' from 'Negative'.  In addition, Fitch placed a 'B'
rating on 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'.  

On March 31, 2006, Moody's Investors Service placed a B2 rating on
US Airways' $1.1 billion secured credit facility.  Moody's also
assigned a B3 corporate family rating.  The outlook has been
changed to stable.


USG CORP: Balance Sheet Upside-Down by $496 Million at March 31
---------------------------------------------------------------
USG Corporation (NYSE:USG) reported first quarter net sales of
$1.5 billion.  Net sales increased $292 million, or 25%, from net
sales of $1.2 billion reported in the first quarter of 2005.  
Operating profit more than doubled to $256 million, compared with
operating profit of $124 million reported in last year's first
quarter.  The quarter's strong results reflect record gypsum
wallboard shipments, as well as strong performance of key
complementary products in the North American Gypsum and Building
Products Distribution operating segments.

"We are very pleased with our record first quarter results - all
three of USG's businesses are performing very well," commented USG
Corporation Chairman and CEO William C. Foote.  "We achieved the
highest net sales for any quarter in our 104-year history.  U.S.
Gypsum shipped more SHEETROCK(R) Brand gypsum wallboard in the
first quarter than ever before.  Our Building Products
Distribution Business achieved record shipments and the Worldwide
Ceilings business exhibited strong operating profit improvement."

A net loss of $141 million was recorded for the first quarter of
2006.  The loss included an after-tax charge of $300 million for
post-petition interest and fees related to pre-petition
obligations (primarily debt and trade payables) that are expected
to be paid upon the corporation's planned emergence from
bankruptcy later this year.  Net earnings of $77 million were
recorded in the first quarter of 2005.

"USG is positioned for long-term growth," Mr. Foote continued.  
"Our strategies of investing in and strengthening our businesses
have facilitated the corporation's plan to emerge from bankruptcy
later this year.  Our record-setting operating performance
reflects strong industry leadership, efficient, low-cost
manufacturing operations, expansion of our distribution business
and a commitment of resources and capital for providing customers
with innovative building solutions and excellent service."

                      Core Business Results

North American Gypsum

USG's North American Gypsum business recorded first quarter
2006 net sales of $931 million, an increase of $206 million, or
28%, from the first quarter of 2005.  Operating profit increased
by $104 million to $211 million.

United States Gypsum Company realized first quarter 2006 net sales
of $834 million and operating profit of $189 million.  Net sales
increased by $180 million, or 28%, and operating profit more than
doubled compared with the first quarter of 2005.  The increases in
net sales and operating profit reflect improved selling prices and
record shipments of SHEETROCK Brand gypsum wallboard.  Favorable
performance for the company's complementary product lines also
contributed to higher sales and operating profit.  In addition,
U.S. Gypsum achieved strong pricing and volume for market leader
SHEETROCK Brand joint compound and record shipments of FIBEROCK(R)
Brand gypsum fiber panels, which further improved the company's
performance during the quarter.  Benefits from these results were
partially offset by higher energy and raw material costs.

U.S. Gypsum's nationwide average realized price of gypsum
wallboard was $170.77 per thousand square feet during the first
quarter, an increase of 28%, compared with the first
quarter last year.  The robust level of activity in the new
housing and residential repair and remodel markets, which
together account for nearly two-thirds of all demand for gypsum
wallboard, and near-capacity utilization rates for the industry,
have resulted in strong demand and higher selling prices for
gypsum wallboard.

U.S. Gypsum's wallboard shipments in the first quarter were
a record for any quarter in its history.  U.S. Gypsum shipped
2.96 billion square feet of wallboard, 10 percent higher than the
2.69 billion square feet of wallboard shipped in last year's
first quarter.  U.S. Gypsum's wallboard plants operated at 99% of
capacity during the quarter.

The gypsum division of Canada-based CGC Inc. reported first
quarter 2006 net sales of $86 million and operating profit of
$12 million.  Net sales increased by $11 million, or 15%, while
operating profit was unchanged versus the first quarter of 2005.  
Higher shipments of SHEETROCK Brand gypsum wallboard, as well as
the favorable effects of currency translation, were offset by
higher manufacturing costs.

Worldwide Ceilings

USG's Worldwide Ceilings business reported first quarter net sales
of $186 million, an increase of $16 million, compared with the
first quarter of 2005.  Operating profit in the first quarter of
2006 was $20 million, an increase of $8 million, compared with the
same period last year.

USG's domestic ceilings business, USG Interiors, reported net
sales and operating profit of $127 million and $14 million,
respectively.  This compared with net sales of $117 million and
operating profit of $6 million in the first quarter of 2005.
Improved selling prices for ceiling tile and higher shipments of
ceiling grid were partially offset by higher manufacturing costs
for ceiling tile.  The gains reflect a rebound in the commercial
construction market, which has benefited from declining office
vacancy rates, job growth and improved corporate investment.

USG International reported net sales and operating profit of
$54 million and $3 million, respectively, in the first quarter of
2006.  This compared with net sales of $51 million and operating
profit of $3 million for the same period a year ago.  Net sales
increased 6 percent from the first quarter of 2005 due primarily
to increased demand for gypsum-related products in Europe, Latin
America and the Pacific region, partially offset by lower sales
of ceiling tile products.  Operating profit was unchanged as
higher overhead costs offset the profit contribution from
increased sales.  The ceilings division of Canada-based CGC Inc.
reported net sales of $16 million and $3 million in operating
profit.  Net sales and operating profit for the same period a
year ago were $13 million and $3 million, respectively.

Building Products Distribution

L&W Supply, USG's building products distribution business,
reported first quarter 2006 net sales of $604 million, a record
for any quarter in its history.  This represented an increase of
$148 million, or 32%, versus the first quarter of 2005.
Operating profit reached an all-time high, more than doubling to
$53 million from $26 million reported in last year's first
quarter.

The improved results reflect record shipments for gypsum
wallboard and complementary building products, such as drywall
metal, ceiling products and joint compound.  Results also
benefited from higher prices for gypsum wallboard.  Selling
prices for L&W Supply's gypsum wallboard increased 28% versus the
first quarter of 2005.  Sales of products other than gypsum
wallboard were up 14 percent compared with last year's first
quarter.

                        Business Outlook

The corporation continues to focus its attention and capital
investments on improving customer service, manufacturing costs
and operating efficiencies, as well as strategic investments to
grow its businesses.  In addition, the corporation is keenly
focused on its reorganization plan and is on track to emerge from
Chapter 11 proceedings this summer.

The outlook for the corporation's markets in 2006 remains very
positive, despite the recent moderation in some demand indicators.  
Lower levels of housing affordability and rising mortgage interest
rates, for example, suggest that demand from both the new housing
and residential remodeling markets, which have been at record
levels, may soften in the latter part of the year.  The
fundamentals for nonresidential building remain solid, and modest
growth is expected in this market in 2006.  In addition, the
corporation's operating subsidiaries, like many other companies,
face many ongoing cost pressures, particularly in the areas of
energy and raw materials.

                 Other Consolidated Information

First quarter 2006 selling and administrative expenses
totaled $99 million, an increase of $10 million, or 11%,
year-over-year.  Expenses were higher in the 2006 period due
primarily to increased levels of compensation and benefits and
funding for growth initiatives.  Selling and administrative
expenses as a percent of net sales were 6.8%, down from
7.6% in the comparable 2005 period.

USG incurred Chapter 11 reorganization expenses of $2 million in
the first quarter of 2006, compared with $1 million in the last
year's first quarter.  For the first quarter of 2006 and 2005,
respectively, these expenses consisted of $14 million and
$6 million in legal and financial advisory fees, partially
offset by bankruptcy-related interest income of $12 million and
$5 million, respectively.  Under AICPA Statement of Position 90-7,
"Financial Reporting by Entities in Reorganization Under the
Bankruptcy Code," interest income on USG's bankruptcy-related
cash is offset against Chapter 11 reorganization expenses.

During the quarter, the corporation recorded interest expense
of $486 million.  Of this amount, $484 million ($300 million
after-tax) represented a charge for post-petition interest and
fees from June 25, 2001, through March 31, 2006, related to
pre-petition obligations, which are expected to be paid upon
emergence from bankruptcy as outlined in the plan of
reorganization.  Interest expense of $1 million was recorded in
the first quarter of 2005.  In accordance with SOP 90-7, virtually
all of the corporation's outstanding debt has been classified as
liabilities subject to compromise, and from the Petition Date
through December 31, 2005, interest expense on this debt and other
pre-petition obligations had not been accrued or recorded.

As of March 31, 2006, USG had $1.5 billion of cash, cash
equivalents, restricted cash and marketable securities on a
consolidated basis.  This compared with $1.2 billion reported
on March 31, 2005 and $1.6 billion reported on December 31, 2005.
Capital expenditures in the first quarter of 2006 were
$52 million, compared with $33 million in the corresponding
2005 period.

As of March 31, 2006, USG's balance sheet showed a $496,000,000
equity deficit.

                            About USG

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading      
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.


WINN-DIXIE: Court Approves Modified AT&T Agreements
---------------------------------------------------
As reported in the Troubled Company Reporter on April 11, 2006,
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to:

    (a) approve their assumption of the Modified AT&T Agreements;

    (b) enforce AT&T's waiver of the requirements of Section
        365(b)(1);

    (c) allow the Prepetition Claim for $1,129,758; and

    (d) provide that the Prepetition Claim will not be paid as
        cure but will instead retain the status of a prepetition
        unsecured non-priority claim.

Judge Funk approved the Debtors' request.

The Debtors and AT&T Corp. were parties to:

    * the AT&T Master Agreement,

    * the AT&T Service Order Attachment-Voice/Data Service, and

    * the Addendum to AT&T Service Order Attachment-Voice/Data
      Service.

The Prepetition Agreements provided the Debtors with data frame
relay network services that allow them to transport critical
data, including point of sale authorizations, inventory inquiries
and sales reports, between their various locations.

The Prepetition Agreements contain, among other problematic terms,
contract-pricing provisions, intended to guarantee a return to
AT&T that will satisfy a "minimum annual revenue commitment" or
"MARC" that is based on the number of stores previously operated
by the Debtors.

With the Debtors' decision to sell or close in excess of 300
stores, they are now unable to satisfy the MARC.  Moreover, the
Debtors' ability to adjust contract pricing based on the existing
"business downturn" provision in the Prepetition Agreements has
been exceeded.  As a result, the Debtors are subject to a
shortfall penalty or a rate increase.

The Debtors have been engaged in negotiations with AT&T to modify
the MARC and address other problematic terms in the Prepetition
Agreements.  The negotiations have produced an agreement in
principal that is substantially reflected in:

    * the Addendum #1 to AT&T Master Agreement,

    * the amended and restated AT&T Service Order Attachment-
      Voice/Data Service, and

    * the amended and restated Addendum to AT&T Service Order
      Attachment-Voice/Data Service.

Under these Postpetition Amendments:

    (a) the Debtors' MARC will be reduced from $3.48 million per
        year to $1.68 million per year;

    (b) the business downturn provision will permit a further 15%
        reduction in commitment before a rate increase is
        triggered;

    (c) the early termination penalties applicable to the last two
        years of the contract term will be reduced; and

    (d) the Debtors will be entitled to credits of $138,300 during
        the first month and, if agreed terms are satisfied,
        $276,000 in the 45th month of the amendment term.

The agreement in principle contemplates that the Debtors will
assume the Prepetition Agreements as modified by the Postpetition
Amendments, pursuant to Section 365(a) of the Bankruptcy Code.

In conjunction with the assumption of the Modified Agreements,
the Debtors have agreed that the prepetition unsecured
non-priority claim asserted by AT&T for $1,129,758, as evidenced
by Claim No. 833, will be allowed in full.

AT&T will facilitate the assumption by agreeing that:

    (a) the Debtors will not be required to pay the amount of the
        Prepetition Claim as cure under Section 365(b)(1)(A) of
        the Bankruptcy Code;

    (b) it will waive in full the requirements of Section
        365(b)(1);

    (c) the Prepetition Claim will not have administrative expense
        status as a result of the assumption of the Modified
        Agreements or for any other purpose; and

    (d) the Prepetition Claim will retain the status of a
        prepetition unsecured non-priority claim.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Wants Sedgwick Declared Not Liable in Four Lawsuits
---------------------------------------------------------------
Before Winn-Dixie Stores, Inc., and its debtor-affiliates filed
for bankruptcy, Sedgwick Claims Management Services, Inc., served
as the Debtors' claims agent and continues in that role
postpetition.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that Sedgwick was authorized to negotiate
settlements of claims against the Debtors and to issue settlement
checks drawn on a bank account maintained for the sole purpose of
paying settled claims against the Debtors.  The Settlement
Account was at all times funded solely by the Debtors.

In its capacity as the Debtors' claims agent, Sedgwick negotiated
prepetition settlements of claim against the Debtors asserted by:

    -- Rita Ferguson,
    -- Elizabeth Whitbeck,
    -- Ann Wiggins and Ralph Wiggins, and
    -- Carol Schweitzer.

In connection with the settlement, Sedgwick issued prepetition
checks from the Settlement Account.  Sedgwick's representative
capacity on behalf of the Debtors was stated on the Check.

After the bankruptcy filing, in accordance with their obligations
under the Bankruptcy Code, the Debtors stopped payment on all
outstanding checks, including those checks issued by Sedgwick
from the Settlement Account.  As a result, the checks issued in
settlement of prepetition claims were dishonored, including the
Check issued to:

    -- Ms. Ferguson,
    -- Ms. Whitbeck,
    -- the Wigginses, and
    -- Ms. Schweitzer.

Ms. Ferguson has commenced litigation against Sedgwick in an
attempt to recover from Sedgwick the full amount of her
prepetition settlement with the Debtors in the Circuit Court for
Talladega County, Alabama, seeking damages for $35,000.

Ms. Whitbeck and her attorneys, Dell & Schaefer, P.A., commenced
and are prosecuting an action against Sedgwick in the Circuit
Court for Palm Beach County, Florida, in which they are
attempting to recover from Sedgwick the full amount of the
prepetition settlement with the Debtors of $100,000, together
with treble damages of $300,000, and costs and attorneys' fees.

The Wigginses and the Law Offices of Blake Maislin, LLC, have
commenced litigation against Sedgwick in the Municipal Court for
Clermont County, Ohio, seeking damages totaling $6,000 for the
full amount of the prepetition settlement with the Debtors.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, asserts that the Wigginses and Maislin intentionally
filed the Action with full knowledge of the Debtors' Chapter 11
cases and continued to prosecute the Action against the Debtors
after being notified that the actions violated the automatic
stay.  As a result, the Debtors incurred attorneys' fees and
costs in the Action and in the Adversary Proceeding.

Ms. Schweitzer has commenced litigation against Sedgwick in an
attempt to recover from Sedgwick the full amount of her
prepetition settlement with the Debtors in the United States
District Court for the Southern District of Ohio, Western
Division, seeking damages of $85,000, plus attorneys' fees and
costs.

Sedgwick demands that the Debtors defend and indemnify it in the
Actions.

The Debtors believe that there exists an actionable controversy
within the meaning of Section 2201(a) of the Judiciary Procedures
Code between the Debtors and the Claimants and Sedgwick,
regarding the alleged liability of Sedgwick and the Debtors to
the Claimants.

For these reasons, Winn-Dixie Stores, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Middle District
of Florida for a judgment declaring that:

    (a) Sedgwick has no liability to the Claimants as to the
        Actions;

    (b) as a result of their prepetition settlement with the
        Debtors:

        -- Ms. Ferguson holds an unsecured non-priority claim for
           $35,000, represented by Claim No. 5158, which will be
           allowed against Winn-Dixie Montgomery, Inc.;

        -- Ms. Whitbeck holds an unsecured non-priority Claim for
           $100,000, represented by Claim No. 2012, which will be
           allowed against Winn-Dixie Stores, Inc.;

        -- the Wigginses hold an unsecured non-priority claim for
           $6,000, represented by Claim No. 12720, which will be
           allowed against Winn-Dixie Raleigh, Inc.; and

        -- Ms. Schweitzer holds an unsecured non-priority claim
           for $85,000, represented by Claim No. 5158, which will
           be allowed against Winn-Dixie Raleigh, Inc.; and

    (c) the Claimants hold no other prepetition claims against any
        of the Debtors.

Winn-Dixie Raleigh also asks Judge Funk to:

    (1) declare that the Wigginses and Maislin's commencement and
        prosecution of the State Court Action constituted a
        violation of the automatic stay;

    (2) hold the Wigginses and Maislin in contempt of court for
        violation of the automatic stay;

    (3) sanction the Wigginses and Maislin for their contempt by
        ordering them to pay WD Raleigh's attorneys' fees and
        costs incurred in connection with the State Court Action
        and the adversary proceeding;

    (4) enjoin the Wigginses and Maislin from prosecuting the
        State Court Action and from taking any further action in
        violation of the automatic stay; and

    (5) sanction the Wigginses and Maislin for their contempt by
        fining them a fixed sum each day until the State Court
        Action is dismissed.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Res Judicata Bars Louise Clark's $3 Billion Claim
-------------------------------------------------------------
As reported in the Troubled Company Reporter on April 18, 2006,
Judge Funk of the U.S. Bankruptcy Court for the Middle District of
Florida sustained Winn-Dixie Stores, Inc., and its debtor-
affiliates' objection to Louise Clark's $3,000,000,000 claim.

Louise Clark's claim for personal injury damages was twice
asserted and twice dismissed, with prejudice, in the North
Carolina State Courts.  Accordingly, the Court finds that the
issue presented is whether res judicata bars Ms. Clark from
reasserting that personal injury claim in the Bankruptcy Court
for the Middle District of Florida.

Because the prior dismissals occurred in North Carolina State
Courts, the Bankruptcy Court must look to North Carolina law to
determine the preclusive effect of those prior dismissals on Ms.
Clark's claim.  Under North Carolina law, preclusive effect is
given under the doctrine of res judicata, to judicial acts, which
meet three requirements:

    (1) a final judgment on the merits in an earlier suit;

    (2) an identity of the causes of action in both the earlier
        and the later suit; and

    (3) an identity of the parties or their privies in the two
        suits.

Judge Funk says that these requirements have been established.

Because Ms. Clark is barred by res judicata from re-litigating
her claim under North Carolina law, the Bankruptcy Court is
precluded by Section 1738 of the Judicial Procedures Code from
retrying her Claim in the Debtors' Chapter 11 cases.  Because Ms.
Clark's claim is barred by res judicata, the Bankruptcy Court
need not decide whether Ms. Clark's claim is barred by the
applicable statute of limitations.

For these reasons, Judge Funk concludes that Ms. Clark's claim is
barred by the doctrine of res judicata.  Thus, the Debtors'
objection is sustained and the Claim is disallowed.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


YOUNG CHANG: Ch. 15 Recognition Order Objections Due on May 16
--------------------------------------------------------------
The Hon. Judge Paul Synder of the U.S. Bankruptcy Court for the
Western District of Washington set May 16, 2006, as the deadline
for parties to object to Young Chang Co. Ltd.'s chapter 15
petition.

Judge Synder also ordered that any party objecting to the Debtor's
chapter 15 petition must appear before the Court at 10:30 a.m. on
May 25, 2006.

On Jan. 25, 2006, the U.S. Bankruptcy Court entered an order
requiring objecting parties to show cause why the foreign main
proceeding should not be recognized and to appear for a hearing on
March 2, 2006.  Young Chang requested the Court to extend and
continue the show cause hearing.  

                      Chapter 15 Update

In early 2004, Samick Korea -- the parent of Samsong Manufacturing
Co., Ltd. -- acquired 26.5% of Young Chang's stock, while Samsong
acquired a 22.08% stake, giving Samick control over Young Chang.  

In September 2004, however, the Korean Fair Trade Commission,
citing violation of Korea's antitrust laws, unwound Samick's
takeover of Young Chang.  Young Chang then filed for bankruptcy
under Korea's Company Reorganization Act at the Incheon District
Court, Department of Bankruptcy, Republic of Korea, and was
declared insolvent.  The Company also defaulted on a KW460 million
(US$400,000) debt.

On Jan. 13, 2006, Ho Seok Lee, Young Chang's court-appointed
manager, filed a petition under Chapter 15 of the United States
Bankruptcy Code with the  U.S. Bankruptcy Court for the Western
District of Washington.  Mr. Lee wanted to have Young Chang's
bankruptcy proceedings in Korea recognized in order to prevent
Samsong Manufacturing from pursuing a civil action in the Pierce
County Superior Court.  Through its civil action, Samsong sought
to seize United States-based accounts receivable owed to  Young
Chang as payment for Young Chang's KW2.1 billion debt to Samsong.

More information on the Young Chang's Chapter 15 proceeding is
available at http://www.chapter15.com/  

Headquartered in Incheon, Korea, Young Chang Co. Ltd. --  
http://www.youngchang.com/-- manufactures several brands of    
pianos, including Bergmann, Young Chang, and Pramberger  
Signature Series, which are sold in more than 45 countries  
throughout the world.  

Ho Soek Lee, the Young Chang Co. Ltd.'s foreign representative,
filed a chapter 15 petition on Jan. 13, 2006 (Bankr. W.D. Wash.
Case No. 06-40043).  Jason T. Dennet, Esq., at Carlson & Dennett,
P.S., represents Mr. Lee in the Debtor's ancillary proceedings.  
When Mr. Lee filed the Debtor's chapter 15 petition, he estimated
the Debtor's assets and debts between $50 million and $100
million.


* Layne J. Albert Joins Alvarez & Marsal as Managing Director
-------------------------------------------------------------
Alvarez & Marsal Tax Advisory Services, LLC, reported that Layne
J. Albert, Esq., has joined the firm as managing director in the
Houston office.  In his role with Alvarez & Marsal, Mr. Albert
will advise clients on federal and state tax matters related to
business operations and transactions.

With more than 16 years of experience, Mr. Albert has restructured
the tax departments of two public companies.  He has extensive
experience in identifying, understanding and managing federal and
state tax issues related to mergers and acquisitions as well as
managing federal and state tax controversies.  Mr. Albert also
assists clients with tax department design and operations,
including assistance with Sarbanes-Oxley compliance.

"Layne is an invaluable addition to our growing team of world-
class tax professionals," said Robert N. Lowe, Jr., CEO of Alvarez
& Marsal Tax Advisory Services.  "His experience in managing and
restructuring the tax function of two large public companies makes
him uniquely qualified to respond to the needs of our clients."

Prior to joining Alvarez & Marsal, Mr. Albert served as vice
president of tax at Dynegy, which recruited him in 2003 to lead
the restructuring of the company's tax department.  Previously, he
was vice president of tax at Encompass Services. Earlier in his
career, Mr. Albert also served as Tax Counsel at Tenneco and was
an attorney with law firm Chamberlain, Hrdlicka, White, Williams &
Martin.  He earned a B.B.A. in Accounting from The University of
Texas at Austin, a J.D. from South Texas College of Law, and a
LL.M. in Taxation from the University of Houston.

                     About Alvarez & Marsal

Alvarez & Marsal Tax Advisory Services, LLC, an affiliate of
Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- a leading  
global professional services firm, is an independent tax group
comprised of experienced tax professionals dedicated to providing
customized tax advice to clients in a broad range of industries.  
Its professionals extend Alvarez & Marsal's commitment to offering
clients a choice in tax advisors free from audit-based conflicts
of interest, serving clients with knowledge, experience and a
commitment to excellence in client service.  Alvarez & Marsal Tax
Advisory Services, LLC, is a founding member of the Taxand global
alliance, which is comprised of independent tax firms in countries
around the world which provide our multinational clients with
international tax advice.  With more than 1,000 global tax
professionals worldwide, Tax and provides clients with an
alternative to the Big Four audit firms for global tax services.


* Sheppard Mullin Taps Ethan Feffer as Partner in Orange County
---------------------------------------------------------------
Ethan D. Feffer, Esq., has joined the Orange County office of
Sheppard, Mullin, Richter & Hampton LLP.  Mr. Feffer, most
recently with Pillsbury Winthrop Shaw Pittman in Orange County,
joins as a partner in the firm's Corporate practice group.

Mr. Feffer focuses on venture capital financings, private equity
fund formation, mergers and acquisitions, 144A institutional
private placements, and public offerings.  He represents publicly
traded and privately held companies, and investors, in a variety
of industries, including financial services, real estate, life
sciences, electronics and software.

Mr. Feffer has completed over $10 billion in financings and
mergers and acquisitions for clients such as Bank of America,
CalPERS, Friedman, Billings, Ramsey & Co., Keefe, Bruyette &
Woods, Piper Jaffray, Wells Fargo, The Carlyle Group, Pequot
Capital, Schroder Ventures and Versant Ventures.  He has also
assisted privately held companies in transactions with large
public companies, including Boston Scientific, E*TRADE, Guidant,
Medtronic and Novartis.

In addition to his transactional work, Mr. Feffer has extensive
experience in public company reporting for NASDAQ and NYSE listed
companies, including assisting them in complying with the
Sarbanes-Oxley Act and related stock exchange requirements.  He
serves as general counsel to publicly traded and privately held
companies, where he advises boards of directors and handles the
companies' day-to-day legal needs.

"Ethan brings to the firm a strong corporate practice and public
company expertise," said Guy Halgren, chairman of the firm.  "His
skills and experience add considerable depth to the Orange County
transactional team."

"Sheppard Mullin's Corporate practice group had a strong year in
2005," Mr. Feffer said.  "I'm excited to join a successful group
and look forward to growing the Orange County practice with my new
colleagues."

Mr. Feffer earned his law degree from University of California,
Hastings College of Law in 1992 and graduated from University of
California at Berkeley, with a B.A. in 1987.  In 2005, he was
named one of the "Top 20 Under 40" in the Daily Journal's annual
survey of the top lawyers in California under 40 years old.  
Additionally, in 2004 and 2005, Feffer was named a "Rising Star"
in Los Angeles magazine's Super Lawyers survey, where he was
listed as one of the top securities and venture finance lawyers in
Southern California under the age of 40.

          About Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton LLP is a full service AmLaw
100 firm with more than 480 attorneys in nine offices located
throughout California and in New York and Washington, D.C.  The
firm's California offices are located in Los Angeles, San
Francisco, Santa Barbara, Century City, Orange County, Del Mar
Heights and San Diego.  Sheppard Mullin provides legal expertise
and counsel to U.S. and international clients in a wide range of
practice areas, including Antitrust, Corporate; Entertainment,
Media and Communications; Finance and Bankruptcy; Government
Contracts; Intellectual Property; Labor and Employment;
Litigation; Real Estate/Land Use; Tax/Employee Benefits/Trusts &
Estates; and White Collar Defense. The firm was founded in 1927.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Clayton F. Mayo
   Bankr. W.D. Tenn. Case No. 06-10820
      Chapter 11 Petition filed April 19, 2006
         See http://bankrupt.com/misc/tnwb06-10820.pdf

In re Ketzler Associates, Incorporated
   Bankr. E.D. Mich. Case No. 06-30735
      Chapter 11 Petition filed April 19, 2006
         See http://bankrupt.com/misc/mieb06-30735.pdf

In re Automatic Art, LLC
   Bankr. D. Ariz. Case No. 06-01106
      Chapter 11 Petition filed April 20, 2006
         See http://bankrupt.com/misc/azb06-01106.pdf

In re B&F Venture, LLC
   Bankr. S.D. Fla. Case No. 06-11454
      Chapter 11 Petition filed April 20, 2006
         See http://bankrupt.com/misc/flsb06-11454.pdf

In re David Gary Funeral Home, Inc.
   Bankr. S.D. Ohio Case No. 06-51751
      Chapter 11 Petition filed April 20, 2006
         See http://bankrupt.com/misc/ohsb06-51751.pdf

In re Heritage Motor Corp
   Bankr. S.D.N.Y. Case No. 06-10829
      Chapter 11 Petition filed April 20, 2006
         See http://bankrupt.com/misc/nysb06-10829.pdf

In re King Security and Investigation, Inc.
   Bankr. S.D.N.Y. Case No. 06-22197
      Chapter 11 Petition filed April 20, 2006
         See http://bankrupt.com/misc/nysb06-22197.pdf

In re Lake County Transportation Systems, Inc.
   Bankr. N.D. Ill. Case No. 06-04453
      Chapter 11 Petition filed April 20, 2006
         See http://bankrupt.com/misc/ilnb06-04453.pdf

In re Malik-Josiah LLC
   Bankr. S.D. Ohio Case No. 06-51752
      Chapter 11 petition filed April 20, 2006
         See http://bankrupt.com/misc/ohsb06-51752.pdf

In re Delau and Daughters Construction, Inc.
   Bankr. E.D. Mich. Case no. 06-30757
      Chapter 11 Petition filed April 21, 2006
         See http://bankrupt.com/misc/mieb06-30757.pdf

In re Family Vision Center, Inc.
   Bankr. D. P.R. Case No. 06-01182
      Chapter 11 Petition filed April 21, 2006
         See http://bankrupt.com/misc/prb06-01182.pdf

In re Hatcher Enterprises, Inc.
   Bankr. D. Md. Case No. 06-12280
      Chapter 11 Petition filed April 21, 2006
         See http://bankrupt.com/misc/mdb06-12280.pdf

In re Parnell Distribution Center, L.L.C.
   Bankr. N.D. Ala. Case No. 06-40543
      Chapter 11 Petition filed April 21, 2006
         See http://bankrupt.com/misc/alnb06-40543.pdf

In re Reed Demolition, LLC
   Bankr. E.D. Mich. Case No. 06-44951
      Chapter 11 Petition filed April 21, 2006
         See http://bankrupt.com/misc/mieb06-44951.pdf

In re Shallowford Family Medical Center, Inc.
   Bankr. M.D. N.C. Case No. 06-50505
      Chapter 11 Petition filed April 21, 2006
         See http://bankrupt.com/misc/ncmb06-50505.pdf

In re Efes, Inc.
   Bankr. N.D. Ga. Case No. 06-64481
      Chapter 11 Petition filed April 23, 2006
         See http://bankrupt.com/misc/ganb06-64481.pdf

In re Dobbs Sales Company
   Bankr. S.D. Ill. Case No. 06-40400
      Chapter 11 Petition filed April 24, 2006
         See http://bankrupt.com/misc/ilsb06-40400.pdf

In re Fille Et Fils, Inc.
   Bankr. M.D. Ga. Case No. 06-30254
      Chapter 11 Petition filed April 24, 2006
         See http://bankrupt.com/misc/gamb06-30254.pdf

In re M&R Equipment Company LP
   Bankr. S.D. Tex. Case No. 06-31647
      Chapter 11 Petition filed April 24, 2006
         See http://bankrupt.com/misc/txsb06-31647.pdf

In re The Health Spa II, Inc.
   Bankr. D. N.J. Case No. 06-13454
      Chapter 11 Petition filed April 24, 2006
         See http://bankrupt.com/misc/njb06-13454.pdf

In re Worldwide Mortgage Corporation
   Bankr. W.D. Tenn. Case No. 06-22867
      Chapter 11 Petition filed April 24, 2006
         See http://bankrupt.com/misc/tnwb06-22867.pdf

In re B & B Farms, Inc.
   Bankr. S.D. Ohio Case No. 06-30975
      Chapter 11 Petition filed April 25, 2006
         See http://bankrupt.com/misc/ohsb06-30975.pdf

In re Bond Construction, LLC
   Bankr. E.D. Penn. Case No. 06-11671
      Chapter 11 Petition filed April 25, 2006
         See http://bankrupt.com/misc/paeb06-11671.pdf

In re Complete Gourmet Inc.
   Bankr. N.D. Ill. Case No. 06-04580
      Chapter 11 Petition filed April 25, 2006
         See http://bankrupt.com/misc/ilnb06-04580.pdf

In re Gemini Printing, Inc.
   Bankr. S.D. Tex. Case No. 06-20251
      Chapter 11 Petition filed April 25, 2006
         See http://bankrupt.com/misc/txsb06-20251.pdf

In re Ginther Services, Inc.
   Bankr. S.D. Tex. Case No. 06-10257
      Chapter 11 Petition filed April 25, 2006
         See http://bankrupt.com/misc/txsb06-10257.pdf

In re Indianapolis Ballet Theatre, Inc.
   Bankr. S.D. Ind. Case No. 06-01942
      Chapter 11 Petition filed April 25, 2006
         See http://bankrupt.com/misc/insb06-01942.pdf

In re Taska, Inc.
   Bankr. D. Nebr. Case No. 06-80526
      Chapter 11 Petition filed April 25, 2006
         See http://bankrupt.com/misc/neb06-80526.pdf

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero Jainga, Joel Anthony
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior
M. Pinili, Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***