TCR_Public/060504.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, May 4, 2006, Vol. 10, No. 105

                             Headlines

AAT COMMS: SBA Merger Completion Cues S&P to Withdraw BB- Ratings
ABB LUMMUS: Wants Kirkpatrick & Lockhart as Bankruptcy Counsel
ABB LUMMUS: Wants Pachulski Stang as Bankruptcy Co-Counsel
ACTIVANT SOLUTIONS: Completes PIK and Senior Notes Offering
AFC ENTERPRISES: Buys Thirteen Franchised Restaurants in Tennessee

ALASKA AIR: Good Financial Profile Prompts S&P's Stable Outlook
ALLEGHENY ENERGY: S&P Affirms BB+ Corporate Credit Rating
ALLIED HOLDINGS: Court Allows $1.1 Million Forbearance Fee Payment
ALLIED HOLDINGS: Secures Protective Order for Proposed Union CBA
ALLIED HOLDINGS: Can Enter into Jack Cooper Lease Agreement

ALON USA: Proposed Paramount Purchase Prompts S&P's Positive Watch
AMERICAN TECHNOLOGIES: Incurs $2.1 Mil. Net Loss in First Quarter
AMN HEALTHCARE: S&P Rates Proposed $40 Mil. Sr. Add-On Loan at BB-
ANCHOR GLASS: Emerges From Chapter 11 Protection
APOSTOLIC ADVANCEMENT: Voluntary Chapter 11 Case Summary

ARGENT TRUST: Moody's Rates Class M-10 Certificates at Ba1
ATLAS PIPELINE: Completes 25% Interest Purchase in NOARK Pipeline
BANC OF AMERICA: S&P Holds Low-B Ratings on 4 Certificate Classes
BELDEN CDT: Reduced Financial Leverage Cues S&P's Positive Outlook
BOOKER T. WASHINGTON: S&P Rates Financial Strength at R

BROOKLYN HOSPITAL: Wants to Assume Workforce Retraining Contracts
CAREY INTERNATIONAL: Weak Performance Cues S&P's Negative Outlook
CATHOLIC CHURCH: Court Sets Claims Estimation Schedule in Portland
CATHOLIC CHURCH: Portland Wants to Hire NERA as Economic Advisors
CENTRAL AMERICAN: Killman Murrell Raises Going Concern Doubt

COMMUNICATIONS & POWER: Debt Reduction Cues S&P's Stable Outlook
COMVERSE TECHNOLOGY: S&P Holds Ratings on Negative CreditWatch
COMVERSE TECH: Names Raz Alon as Interim Chief Executive Officer
CONMED CORP: Earns $4.3 Million in Quarter Ended March 31
CONSORTIUM SERVICE: Losses Prompt Auditor's Going Concern Doubt

CPI INTERNATIONAL: Debt Reduction Prompts S&P's Stable Outlook
CREDIT SUISSE: DBRS Rates Class B-4 Certificates at BB
CRUISECAM INTERNATIONAL: Auditor Raises Going Concern Doubt
DAVID SCHACHTER: Case Summary & 17 Largest Unsecured Creditors
DELPHI CORP: Officers Defend Move to Reject Union Contracts

DELPHI CORP: Court Approves Ernst & Young as Independent Auditors
DORNOCH DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
DURANGO GEORGIA: LandMar & Trustee Extend Closing of Tract Sale
DYNEGY INC: Extends 4.75% Conv. Sub. Debentures Offering to May 15
EMPIRE RESORTS: Equity Deficit Tops $27 Million at December 31

ENTERGY NEW ORLEANS: Wants to Assume Amended Chaparral Contract
ENTERGY NEW ORLEANS: Apache Agrees to Pay Part of Repair Costs
F.G. METALS: Case Summary & 20 Largest Unsecured Creditors
FOAMEX INTERNATIONAL: Exclusive Periods Extended Until June 16
FOAMEX INTERNATIONAL: Court Extends Removal Period to July 14

FOAMEX INT'L: CFO Douglas Ralph to Step Down Effective May 12
FRUIT OF THE LOOM: Court Allows Trust to Make Final Distribution
GEORGE GONZALEZ: Case Summary & 6 Largest Unsecured Creditors
GSRPM MORTGAGE: Moody's Puts Ba1 Rating on Class B-4 Certificates
HARTVILLE GROUP: BDO Seidman Raises Going Concern Doubt

HEXION SPECIALTY: S&P Rates Proposed $1.675 Billion Sr. Loan at B+
HUMANA INC: Moody's Outlook on Low-B Ratings is Negative
INFINITE GROUP: Equity Deficit Widens to $3.2 Million at Dec. 31
J.A. JONES: Court Extends Claims Objection Deadline to Sept. 29
KANSAS CITY SOUTHERN: S&P Junks Preferred Stock Ratings

KMART CORP: Trade Creditors Sell Claims Exceeding $114,227,955
LEVITZ HOME: Assigning 20 Leases to PLVTZ LLC
LEVITZ HOME: Court Allows AMEC to Terminate Remediation Contract
MAGNUM COAL: S&P Rates $260 Million Senior Secured Facility at B
MERISTAR HOSPITALITY: Moody's Cuts Rating on Senior Notes to B3

MICROFIELD GROUP: Russell Bedford Raises Going Concern Doubt
MID-STATE RACEWAY: Completes Asset Sale to Vernon Downs
MUSICLAND HOLDING: Panel Taps Giuliani Capital as Fin'l Advisor
MWB SPECIAL: Case Summary & 27 Largest Unsecured Creditors
NATIONAL LAMPOON: Incurs $1 Mil. Net Loss in First Quarter 2006

NBC AUSTIN: Case Summary & 27 Largest Unsecured Creditors
NEW ORLEANS PADDLEWHEELS: Case Summary & 20 Largest Creditors
NORTH AMERICAN: S&P Downgrades Senior Unsecured Debt Rating to CCC
NORTHWEST AIRLINES: Can Advance Employees' Legal Defense Costs
O'SULLIVAN INDUSTRIES: Board Okays Mgmt. & Director Equity Plan

OLD HOLLAND: Hires TB Harris & Assoc. as Real Estate Appraiser
OXFORD INDUSTRIES: Moody's Reviews Sr. Unsecured Debt for Upgrade
PEAK ENT: Balance Sheet Upside Down by $2 Million at December 31
PENN NATIONAL: Earns $42 Million in Quarter Ended March 31
PENN OCTANE: Burton McCumber Raises Going Concern Doubt

PROGRESSIVE GAMING: Poor Performance Cues S&P to Cut Ratings to B-
PROTECTION ONE: Incurs $29.1 Mil. Net Loss in Year Ended Dec. 31
Q.C. ONICS: Case Summary & 20 Largest Unsecured Creditors
RALI SERIES: Moody's Rates Class M-10 Certificate at Ba1
REFCO INC: Chapter 7 Trustee Hires Neal Gerber as Special Counsel

REPUBLIC STORAGE: Committee Hires Buckley King as Co-Counsel
REPUBLIC STORAGE: Panel Hires Borges & Associates as Co-Counsel
RIVERSTONE NETWORKS: Hires Sonenshine as Financial Advisor
S EDWARD: Case Summary & 20 Largest Unsecured Creditors
SBA COMMS: AAT Merger Completion Cues S&P to Withdraw B+ Ratings

SEA CONTAINERS: Moody's Junks Corp. Family & Sr. Unsec. Debt
SEA CONTAINERS: S&P Lowers Corp. Credit Rating to CCC- from CCC+
SIERRA HEALTH: Sustained Earnings Cues S&P to Lift Ratings to BB+
SITEL CORPORATION: Unit's Irregularities Cause Reporting Delay
SOUTH FINANCIAL: DBRS Places Rating on Subor. Debt at BB(high)

SOUTHERN COPPER: Moody's Ups Ba1 Rating on Sr. Notes to Baa2
STAR GAS: Recapitalization Prompts S&P to Upgrade Ratings to B-
SYLVEST FARMS: Taps Baker & Hostetler as Bankruptcy Counsel
SYLVEST FARMS: Has Interim Access to $34 Million Wachovia DIP Loan
TENET HEALTHCARE: Amends Three Quarters of 2005 Financial Reports

TNS INC: BB- Corp. Credit & Sr. Debt Ratings Remain on S&P's Watch
TRANSTECHNOLOGY CORP: Completes New $50 Million Refinancing Deal
TOWER AUTOMOTIVE: Has Until June 27 to File Chapter 11 Plan
TOWER AUTOMOTIVE: Court Okays Waiver Agreement with DIP Lenders
ULTCO INC: Case Summary & Largest Unsecured Creditor

VARIG S.A.: Brazilian Court OKs A&M as Restructuring Advisor
VARIG S.A.: Halts Service to Portugal and Sends Passengers to TAP
VARIG S.A.: Preliminary Injunction in Place Until June 1
VILLAJE DEL RIO: Case Summary & 14 Largest Unsecured Creditors

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

                             *********

AAT COMMS: SBA Merger Completion Cues S&P to Withdraw BB- Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew the ratings for Boca
Raton, Florida-based wireless tower operator SBA Communications
Corp., including its 'B+' corporate credit rating.

At the same time, it withdrew the ratings on St. Louis, Missouri-
based wireless tower operator AAT Communications Corp., including
the 'BB-' corporate credit rating.

"These actions follow the completion of the acquisition of AAT by
SBA, and the concurrent completion of a debt tender for $424
million of SBA's public debt and repayment of AAT's $285 million
of first- and second-lien bank debt," said Standard & Poor's
credit analyst Catherine Cosentino.


ABB LUMMUS: Wants Kirkpatrick & Lockhart as Bankruptcy Counsel
--------------------------------------------------------------
ABB Lummus Global Inc., asks the United States Bankruptcy Court
for the District of Delaware for permission to employ Kirkpatrick
& Lockhart Nicholson Graham LLP, as its bankruptcy counsel, nunc
pro tunc to April 21, 2006.

Kirkpatrick & Lockhart will:

    a. provide legal advice with respect to the Debtor's powers
       and duties as a debtor-in-possession in the continued
       operation of its businesses and management of its
       properties;

    b. take all necessary legal action to protect and preserve the
       Debtor's Bankruptcy Estate, including the prosecution of
       actions on behalf of the Debtor, the defense of any actions
       commenced against the Debtor, negotiations concerning
       litigation in which the Debtor is involved, and objection
       to claims filed against the Debtor's bankruptcy estate;

    c. prepare on behalf of the Debtor all necessary motions,
       answers, orders, reports, and other legal papers on
       connection with the administration of its bankruptcy
       estate;

    d. assist the Debtor in connection with approval of its
       disclosure statement in accordance with Section 1125 of the
       Bankruptcy Code;

    e. assist the Debtor in confirming and consummating its
       prepackaged plan of reorganization at the earliest possible
       date;

    f. perform any and all other legal services for the Debtor in
       connection with its chapter 11 case; and

    g. perform such other legal services as the Debtor may
       request.

Jeffrey N. Rich, Esq., a member of Kirkpatrick & Lockhart, tells
the Court that the Firm's professionals bill:

       Professional               Hourly Rate
       ------------               -----------
       Partners                   $350 - $625
       Counsel                    $260 - $385
       Legal Assistants           $170 - $210

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

Headquartered in Houston, Texas, ABB Lummus Global Inc. --
http://www.abb.com/lummus/-- offers advanced process  
technologies, project management, engineering, procurement and
construction-related services for the oil and gas, petroleum
refining and petrochemical process industries.  The group oversees
the construction of process plants and offshore facilities.  The
company filed for chapter 11 protection on Apr. 21, 2006 (Bankr.
D. Del. Case No. 06-10401).  Jeffrey N. Rich, Esq., at Kirkpatrick
& Lockhart Nicholson Graham LLP, represents the Debtor.  Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl Young, Jones &
Weintraub, LLP, serves as the Debtor's co-counsel.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


ABB LUMMUS: Wants Pachulski Stang as Bankruptcy Co-Counsel
----------------------------------------------------------
ABB Lummus Global Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to employ Pachulski Stang
Ziehl Young Jones & Weintraub LLP, as its bankruptcy
co-counsel, nunc pro tunc to April 21, 2006.

The Debtor tells the Court that Pachulski Stang will handle
matters arising in its chapter 11 case that could create conflicts
issues for its lead counsel, Kirkpatrick & Lockhart Nicholson
Graham LLP.

The Debtor assures the Court that Pachulski Stang will complement
and not duplicate the services of Kirkpatrick & Lockhart.  The
Debtor says that it will implement appropriate procedures to
ensure that there is minimal duplication in the services rendered.

Pachulski Stang will:

    a. provide legal advice with respect to the Debtor's powers
       and duties as a debtor-in-possession in the continued
       operation of its businesses and management of its
       properties;

    b. take all necessary legal action to protect and preserve the
       Debtor's Bankruptcy Estate, including the prosecution of
       actions on behalf of the Debtor, the defense of any actions
       commenced against the Debtor, negotiations concerning
       litigation in which the Debtor is involved, and objection
       to claims filed against the Debtor's bankruptcy estate;

    c. prepare on behalf of the Debtor all necessary motions,
       answers, orders, reports, and other legal papers;

    d. assist the Debtor in connection with approval of its
       disclosure statement in accordance with Section 1125 of the
       Bankruptcy Code;

    e. assist the Debtor in confirming and consummating its
       prepackaged plan of reorganization at the earliest possible
       date;

    f. appear in Court and protect the interests of the Debtor
       before the Court; and

    g. perform all other legal services for the Debtor which may
       be necessary and proper in the Debtor's chapter 11 case and
       in any related proceedings.

Laura Davis Jones, Esq., a partner at Pachulski Stang, tells the
Court that she will bill $675 per hour for this engagement.  

Ms. Jones says that the other professionals who will render
services and their hourly rates are:

         Professional                  Hourly Rate
         ------------                  -----------
         Scotta E. McFarland, Esq.         $450
         Curtis A. Hehn, Esq.              $350
         Patricia Cuniff, Esq.             $155

Ms. Jones assures the Court that her firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Court.

Headquartered in Houston, Texas, ABB Lummus Global Inc. --
http://www.abb.com/lummus/-- offers advanced process  
technologies, project management, engineering, procurement and
construction-related services for the oil and gas, petroleum
refining and petrochemical process industries.  The group oversees
the construction of process plants and offshore facilities.  The
company filed for chapter 11 protection on Apr. 21, 2006 (Bankr.
D. Del. Case No. 06-10401).  Jeffrey N. Rich, Esq., at Kirkpatrick
& Lockhart Nicholson Graham LLP, represents the Debtor.  Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl Young, Jones &
Weintraub, LLP, serves as the Debtor's co-counsel.  When the
Debtor filed for protection from its creditors, it estimated more
than $100 million in assets and debts.


ACTIVANT SOLUTIONS: Completes PIK and Senior Notes Offering
-----------------------------------------------------------
Activant Solutions Holdings Inc. and Activant Solutions Inc.
completed the cash tender offers and consent solicitations for any
and all of ASHI's outstanding Senior Floating Rate PIK Notes due
2011 and Activant's outstanding 10-1/2% Senior Notes due 2011 and
Floating Rate Senior Notes due 2010.

As reported in the Troubled Company Reporter on April 4, 2006, the
tender offers for the Notes expired at 8:00 a.m., New York City
time, on May 2, 2006.  The tender offers and consent solicitations
were conducted in connection with the agreement of ASHI to merge
with an affiliate of Hellman & Friedman LLC and Thoma Cressey
Equity Partners, Inc.

ASHI and Activant accepted for payment and paid for all Notes
validly tendered and not validly withdrawn on or before the Offer
Expiration Date in the tender offers for the Notes, totaling these
aggregate principal amounts:

                                                  Percentage of
                         Aggregate Principal      Principal Amount
                         Amount of                of Outstanding
   Notes                 Notes Tendered           Notes Tendered
   -----                 --------------           --------------
PIK Notes                $40,000,000                      100.0%
10-1/2% Notes            $154,800,000                      98.7%
Floating Rate Notes      $242,445,000                      91.5%


On April 12, 2006, ASHI and ASI reported the receipt of the
requisite consents for the supplemental indentures relating to the
Notes which, when the amendments contained therein became
operative, eliminated substantially all of the restrictive
covenants contained in the Notes and related indentures (except
for certain covenants related to payment of interest, payment of
principal, asset sales, change of control and other repurchase
offers and certain other covenants) and also eliminated certain
events of default, certain covenants relating to mergers, and
certain conditions to legal defeasance and covenant defeasance, as
well as modify or eliminate certain other provisions contained in
the Notes and related indentures.  The amendments contained in the
supplemental indentures became operative immediately prior to the
Merger.

On May 2, 2006, ASI issued a notice to redeem all remaining
outstanding Floating Rate Notes.  The redemption is scheduled to
occur on June 1, 2006 at a price equal to 102% of the aggregate
principal amount of the Floating Rate Notes, plus accrued and
unpaid interest and accrued and unpaid liquidated damages due
pursuant to the registration rights agreement relating to the
Floating Rate Notes to, but not including, June 1, 2006.

ASHI and Activant engaged Deutsche Bank Securities Inc. to act as
the Dealer Manager for the tender offers and Solicitation Agent
for the consent solicitations.

     Deutsche Bank Securities Inc.
     Toll Free (800) 553-2826

The Information Agent can be contacted at:

     MacKenzie Partners, Inc.
     Toll Free (800) 322-2885
    
                         About Activant

Based in Tex., Activant Solutions Inc. -- http://www.activant.com/
-- is a technology provider of business management solutions
serving small and medium-sized retail and wholesale distribution
businesses in three primary vertical markets: hardlines and
lumber; wholesale distribution; and the automotive parts
aftermarket.  Founded in 1972, Activant provides customers with
tailored proprietary software, professional services, content,
supply chain connectivity, and analytics.  More than 30,000
customer locations use an Activant solution to manage their day-
to-day operations.  Activant has operations in California,
Colorado, Connecticut, Illinois, New Jersey, Pennsylvania, South
Carolina, Utah, Canada, France, Ireland, and the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on April 17, 2006,
Moody's Investors Service affirmed Activant Solutions, Inc.'s
corporate family rating of B2; assigned B2 ratings to its proposed
senior secured credit facilities and Caa1 to its senior
subordinated notes.  Moody's also revised the Company's rating
outlook to negative from developing.


AFC ENTERPRISES: Buys Thirteen Franchised Restaurants in Tennessee
------------------------------------------------------------------
AFC Enterprises, Inc. (Nasdaq:AFCE) acquired 13 franchised
restaurants from Popeyes(R) Chicken & Biscuits franchisee Shelton
Development Company.

The acquisition of 13 franchised restaurants included 11
restaurants located in the Memphis, Tennessee market and 2
restaurants in the Nashville, Tennessee market.  Shelton
Development Company will continue its relationship with Popeyes as
a developer of Popeyes restaurants.

"We were attracted to this acquisition because these Tennessee
restaurants provide Popeyes additional company-operated test
markets for our new menu items, promotional concepts and new
restaurant designs which will benefit the entire Popeyes system,"
Ken Keymer, CEO and President stated.  "In addition, the
acquisition of these strong performing restaurants bring
geographic diversity to our company-operated restaurant base."

                      About AFC Enterprises

AFC Enterprises, Inc. -- http://www.afce.com/-- is the franchisor    
and operator of Popeyes(R) Chicken & Biscuits, the world's second-
largest quick-service chicken concept based on number of units.  
As of Dec. 25, 2005, Popeyes had 1,828 restaurants in the United
States, Puerto Rico, Guam and 24 foreign countries.  AFC has a
primary objective to be the world's Franchisor of Choice(R) by
offering investment opportunities in its Popeyes Chicken &
Biscuits brand and providing exceptional franchisee support
systems and services.

At Dec. 25, 2005, AFC's balance sheet showed a $48.7 million
stockholders' deficit compared to $140.9 million of positive
equity at Dec. 26, 2005.


ALASKA AIR: Good Financial Profile Prompts S&P's Stable Outlook
---------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Alaska
Air Group Inc. to stable from negative.

The ratings on Alaska Air Group and its major operating
subsidiary, Alaska Airlines Inc., including the 'BB-' corporate
credit rating on both entities, were affirmed.

"The outlook revision is based on the company's stabilized
financial profile after the company's successful conversion of
$150 million of senior convertible notes into equity on April 27,
2006," said Standard & Poor's credit analyst Betsy Snyder.  "The
conversion approximates the cash payments related to the
accelerated retirement of its MD80 aircraft fleet," she continued.

Alaska Air Group's financial profile is better than those of most
other U.S. airlines.  Despite record high fuel prices, the company
reported only a modest loss of $6 million in 2005, and a small
operating profit in the first quarter of 2006, excluding a $131
million non-cash pre-tax impairment charge related to the
accelerated retirement of its MD80's.  The company's earnings have
benefited from its fuel hedging program, among the best of the
U.S. airlines; in 2005, approximately 50% of its fuel was hedged
at approximately $30 a barrel relative to fuel prices that
averaged close to $60 a barrel over that period.  A lesser amount
is hedged at somewhat higher prices through 2008.  The accelerated
retirement of the MD80's, which will be replaced by new Boeing
737-800's, is expected to result in annual cost savings of over
$100 million when the transition is completed in 2008. Although
the company expects to make cash payments of $130 million to
$150 million through 2008 associated with early lease terminations
of the MD80's, Standard & Poor's expects the company's financial
profile to remain relatively consistent over that period.


ALLEGHENY ENERGY: S&P Affirms BB+ Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on power generation company Allegheny Energy Supply
Co LLC.

At the same time, Standard & Poor's assigned its 'BBB-' rating and
'1' recovery rating to the company's $967 million senior secured
bank loan.

The outlook is positive.  As of Dec. 31, 2005, the Greensburg,
Pennsylvania-based company had $2.4 billion of debt outstanding.

The '1' recovery rating indicates that the expectation of full
recovery of principal in a payment default scenario.  Proceeds
will be used to refinance the existing term loan C.

The rating on AE Supply reflects the consolidated corporate credit
rating on its parent, diversified energy company Allegheny Energy
Inc. (BB+/Positive/B-2).

"The positive outlook on AE Supply reflects the expectation that
parent Allegheny will continue to improve its financial risk
profile by paying down debt," said Standard & Poor's credit
analyst Aneesh Prabhu.


ALLIED HOLDINGS: Court Allows $1.1 Million Forbearance Fee Payment
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
authorized Allied Holdings, Inc., and its debtor-affiliates to pay
a $1,150,000 Forbearance Fee to their DIP Facility Lenders and to
take other necessary action for the implementation of the matters
contemplated in the Forbearance Agreement.

As reported in the Troubled Company Reporter on March 28, 2006,
the Debtors entered into a Forbearance Agreement, with respect to
their amended DIP Credit Agreement, with General Electric Capital
Corporation, Morgan Stanley Senior Funding, Inc., Marathon
Structured Financing Fund, L.P., GECC Capital Markets Group, Inc.,
and other lenders.

Allied Holdings had determined that it was not in compliance with
certain of the DIP Facility's financial covenants related to their
EBITDA and Maximum Leverage Ratio.  Failure to comply with those
financial covenants constitutes a Default or an Event of Default.

Pursuant to the Forbearance Agreement, during the forbearance
period, the Lenders agreed that the financial covenants violations
do not constitute a Default or an Event of Default.  In addition,
the Lenders agree to temporarily refrain from exercising certain
of their remedies under the DIP Facility.

On April 3, 2006, the Debtors and the DIP Lenders extended the
Forbearance Agreement.  The Extension extends the forbearance term
until April 18, 2006.  Under the terms of the Extension, the
Lenders will be required to make additional advances of funds to
the Company under the DIP Facility as long as the Company is in
compliance with the terms of the DIP Facility and the Extension.

                         Committee Objects

The Official Committee of Unsecured Creditors asked the Court to
deny the Debtors' request to pay a forbearance fee to the
postpetition lenders, or in the alternative, approve a reduced
forbearance fee.

Richard B. Herzog, Esq., at Nelson Mullins Riley & Scarborough,
LLP, in Atlanta, Georgia, contended that in order to obtain
approval of the forbearance under Section 501(b)(1)(A) of the
Bankruptcy Code, the Debtors must show that a $1,150,000 fee for
15 days of forbearance is both an actual expense of the
postpetition lenders and that it is necessary to preserve the
value of the Debtors' estates.

Specifically, the Committee wanted the Debtors to show that:

   (a) the postpetition lenders will actually incur tangible
       costs if they forbear for 15 days; and

   (b) the postpetition lenders would not forbear for 15 days
       unless they are paid $1,150,000.

Mr. Herzog noted that the postpetition lenders' willingness (i)
to enter into the prior forbearance agreement for 25 days with no
fee to forbear for an indefinite period pending a hearing on the
approval of the forbearance fee; and (ii) to waive half of the
$1,150,000 fee if the Debtors amend their postpetition financing
agreement, implies that the fee is not related to any of the
actual incurred costs and that it is not really motivating the
lenders' forbearance.

                     About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide    
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Secures Protective Order for Proposed Union CBA
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
entered a protective order preventing disclosure of any
confidential information provided in connection with Allied
Holdings, Inc. and its debtor-affiliates' proposal to modify their
the collective bargaining agreement with the International
Brotherhood of Teamsters, Teamsters National Automobile
Transporters Negotiating Committee and applicable local unions.

Members of the International Brotherhood of Teamsters, including
some who are employees of Debtors, either own or could reasonably
be expected to purchase shares of AHI stock.  According to
Jeffrey W. Kelley, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, the disclosure of material non-public information to all
members of the IBT could result in that information being made
available to other persons and entities.

The relevant information necessary to evaluate the Debtors'
Proposal includes confidential, commercial, proprietary,
financial, or otherwise non-public data, Mr. Kelley said.

Mr. Kelley contended that the unlimited disclosure of that
relevant information could compromise the Debtors in an
increasingly competitive industry.  "Furthermore, the litigation
of any CBA Matter might require the disclosure in open court of
sensitive or confidential information that, if disclosed to the
public or a competitor, could compromise the Debtors' position in
the auto hauling industry."

Moreover, the Debtors' contracts with its customers prohibit
Allied Holdings from disclosing confidential information included
in the agreements.

Mr. Kelley told the Court that the Debtors want to provide to the
IBT those relevant information as is necessary to evaluate the
Proposal.  However, the Debtors and the IBT have not been able to
agree upon the terms of a protective order with respect to the
Debtors' rights under Sections 1113(d)(3) and 1114(k)(3) of the
Bankruptcy Codes and the IBT's obligations under Regulation FD.

                     About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide    
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALLIED HOLDINGS: Can Enter into Jack Cooper Lease Agreement
-----------------------------------------------------------
The U.S Bankruptcy Court for the Northern District of Georgia
authorized Allied Holdings, Inc., and its debtor-affiliates to
enter into a Lease Agreement with Jack Cooper Transport Company,
Inc., effective as of March 17, 2006.

Under the Lease Agreement, the Debtors lease the Property Jack
Cooper, as tenant, for $5,625 per month, on a short-term basis.
The Lease has an initial term of 30 days and continues on a month-
to-month basis thereafter.

Pursuant to the Lease, Jack Cooper took possession of the Property
on April 1, 2006.

As reported in the Troubled Company Reporter on April 13, 2006,
Allied Systems, Ltd., as landlord, executed a lease with Jack
Cooper Transport Company, Inc., as tenant, for approximately 9.43
acres of industrial land located at 239 Triport Road in the City
of Georgetown, County of Scott, Commonwealth of Kentucky.  The
Lease commenced on April 1, 2006, and continues on a month-to-
month basis thereafter, with $5,625 in monthly rent due on the
first day of each month.

The parties also entered into a purchase and sale agreement for
the Real Property, pursuant to which Jack Cooper will purchase the
Real Property for $625,000, subject to higher and better offers.

                      About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide    
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 20;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALON USA: Proposed Paramount Purchase Prompts S&P's Positive Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' corporate credit
rating on independent petroleum refiner and retail marketer Alon
USA Energy Inc. on CreditWatch with positive implications.

The rating action follows the company's announcement that it has
entered into separate definitive agreements to acquire Paramount
Petroleum Corp. for about $407 million and Edginton Oil Co. for
about $52 million, respectively.

Dallas, Texas-based Alon had about $32 million of total debt
outstanding as of March 31, 2006.  

Alon intends to fund the proposed transaction with a potential new
term loan and cash on hand.  The proposed acquisitions are
expected to close by the end of the second quarter of 2006.

"The proposed transactions could improve Alon's credit quality
based on an enhanced business risk profile," said Standard &
Poor's credit analyst Brian Janiak.

Before the proposed acquisitions, Alon had significantly improved
its financial profile and liquidity due to debt reduction and
excess cash flow generation from favorable refining margins during
2005.

Although the acquisition improves Alon's business risk profile, we
will conduct a comprehensive review of the acquired assets and
future capital expenditure needs before resolving the CreditWatch.

Standard & Poor's plans to meet with Alon's management in the near
term and resolve the CreditWatch before the transaction closes.


AMERICAN TECHNOLOGIES: Incurs $2.1 Mil. Net Loss in First Quarter
-----------------------------------------------------------------
American Technologies Group, Inc., reported a $2.1 million net
loss for the three months ended Jan. 31, 2006, compared to a net
loss of $112,032 for the same period in 2005.

Revenues for the quarter ended Jan. 31, 2006 totaled $6.3 million,
which according to the company, were heavily influenced by its
acquisition of North Texas Steel Company, Inc., in September last
year.

The company's balance sheet at Jan. 31, 2006 showed $17.2 million
in total assets and $19 million in total liabilities, resulting in
a $1.7 million in total shareholders' equity deficit.

The company's balance sheet also showed strained liquidity with
$11.9 million in total current assets available to pay for
$18.5 million of total current liabilities.  

A full-text copy of American Technologies' quarterly report for
the three-months ending Jan. 31, 2006 is available for free at:

               http://researcharchives.com/t/s?87e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Apr. 11, 2006,
American Technologies' management stated that the company will not
have funds to meet future working capital and financing needs as a
result of recapitalization.

Although the company is seeking financing to support working
capital needs, there can be no assurances that it will be
successful in raising the funds required, the management said.  
"The Company has incurred operating losses in the last two years,
and ... dependent upon management's ability to develop profitable
operations.  These factors ... raise substantial doubt about the
Company's ability to continue as a going concern."

Based in California, American Technologies Group, Inc. develops,
manufactures, and sells products that reduce and eliminate
hazardous chemical by-products or emission resulting from
industrial and combustion processes.  The company's proprietary
catalyst technology is also used in the manufacture of detergents
and cosmetics.


AMN HEALTHCARE: S&P Rates Proposed $40 Mil. Sr. Add-On Loan at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured bank loan rating to San Diego, California-based AMN
Healthcare Inc.'s proposed $40 million senior secured term loan B
add-on due in 2011.

"A recovery rating of '3' also was assigned to the add-on,
indicating the expectation for meaningful (50%-80%) recovery of
principal in the event of a payment default," said Standard &
Poor's credit analyst Jesse Juliano.  Existing ratings on AMN,
including the 'BB-' corporate credit rating, were affirmed. The
rating outlook remains negative.

AMN plans to use the proceeds from the $40 million add-on to
repurchase $40 million of company stock.  This transaction
essentially offsets AMN's solid operating performance since the
company purchased The MHA Group Inc. on Nov. 2, 2005.

The ratings on travel nurse staffing company AMN Healthcare Inc.,
a subsidiary of AMN Healthcare Services Inc., reflect the:

    * company's operating focus in health care staffing,
    * variable supply of available travel nurses, and
    * company's debt burden.

These concerns are partially mitigated by:

    * favorable long-term demand trends for temporary nurses,

    * AMN's position as an industry leader,

    * the greater revenue diversity provided by its acquisition of
      The MHA Group Inc., and

    * the company's proven ability and willingness to reduce
      its outstanding debt.

AMN is a leading provider of travel nurse staffing services and
allied health staffing and, with MHA, also provides locum tenens
(doctors) and permanent placement services.  AMN's revenue mix
consists of about 60% travel nurse staffing, 35% locum tenens
staffing, and 5% allied health staffing.  The company recruits
nurses, doctors, and other allied health care professionals and
places them on a temporary basis (generally 13 weeks for nurses
and six to eight weeks for doctors) at health care facilities in
all 50 states.


ANCHOR GLASS: Emerges From Chapter 11 Protection
------------------------------------------------
Anchor Glass Container Corporation reported that all conditions to
the effectiveness of its Chapter 11 Plan of Reorganization have
been satisfied or waived and accordingly, Anchor has emerged from
bankruptcy.  In connection with its emergence, Anchor closed its
$215 million exit financing facility with Credit Suisse.

"We are well-positioned competitively with our customers and
suppliers," Mark Burgess, Anchor's Chief Executive Officer, said.  
"During the course of our reorganization, we successfully
renegotiated multi-year contracts with substantially all of our
contract customers and suppliers.  Our debt load has been
substantially reduced and we obtained our exit financing on
favorable terms.  We look forward to working with our new Board of
Directors and shareholders in becoming an even stronger competitor
with a high quality product in the glass container market.  We
thank our customers, vendors, and employees for their continued
willingness to provide top-notch support."

Under the terms of Anchor's Plan of Reorganization, which was
overwhelmingly supported by Anchor's creditors who voted on the
Plan, Anchor's Senior Secured Note holders will own the majority
of the company's equity and Anchor is exiting chapter 11 as a
privately held company.  Anchor will file a Form 15 with the
Securities and Exchange Commission and will no longer file reports
as a public reporting entity.

                       About 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.


APOSTOLIC ADVANCEMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Apostolic Advancement Association
        4607 8th Street
        Meridian, Mississippi 395462

Bankruptcy Case No.: 06-50363

Chapter 11 Petition Date: May 3, 2006

Court: Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Edward Gaines

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, Mississippi 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ARGENT TRUST: Moody's Rates Class M-10 Certificates at Ba1
----------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by Argent Securities Trust 2006-W4, Asset-
Backed Pass-Through Certificates, Series 2006-W4, and ratings
ranging from Aa1 to Ba1 to the subordinate certificates in the
deal.

The securitization is backed by adjustable-rate and fixed rate
subprime mortgage loans originated through Ameriquest's wholesale
division, Argent Mortgage Company using underwriting guidelines
that are slightly less stringent than those used by Ameriquest's
retail channel.

The ratings are based primarily on the credit quality of the
loans, and on the protection from subordination, excess spread,
overcollateralization, mortgage insurance, and an interest rate
swap agreement.  After taking into account the benefit from the
mortgage insurance, Moody's expects collateral losses to range
from 4.35% to 4.85%.

Ameriquest Mortgage Company will act as Master Servicer and AMC
Mortgage Services will act as sub-servicer for the mortgage
collateral.

Ameriquest previously disclosed discussions with financial
regulatory agencies or attorneys general offices of several
states, regarding lending practices of AMC.

ACC Capital Holdings Corporation, the parent company of Argent and
AMC, had recorded a provision of $325 million in its financial
statements with respect to this matter.

ACC recently announced that it had entered into a settlement
agreement with forty-nine states and the District of Columbia.  
Under the terms of the settlement agreement, ACC agreed to pay
$295 million toward restitution to borrowers and $30 million to
cover the States' legal costs and other expenses.

In addition, ACC agreed on behalf of itself, AMC and AMC's retail
affiliates, to supplement several of its business practices and to
submit itself to independent monitoring.  The agreement is not
expected to have any material credit implications on
securitizations backed by collateral originated by AMC, Argent or
their affiliates.

The Complete Rating Actions are:

Argent Securities Trust 2006-W4, Asset-Backed Pass-Through
Certificates, Series 2006-W4

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


ATLAS PIPELINE: Completes 25% Interest Purchase in NOARK Pipeline
-----------------------------------------------------------------
Atlas Pipeline Partners, L.P. (NYSE:APL) completed the acquisition
of a 25% interest in NOARK Pipeline System Limited Partnership,
previously owned by Southwestern Energy Company (NYSE:SWN),
bringing the Partnership's interest in NOARK to 100%.

NOARK's assets, which are included within the Partnership's
Mid-Continent operations, include a FERC regulated interstate
pipeline and an unregulated natural gas gathering system.  Total
consideration paid for the 25% minority stake was $65.5 million,
net of approximately $3.5 million of working capital.

The acquisition will be initially financed through the
Partnership's credit facility.  The Partnership expects the
acquisition of the remaining 25% NOARK interest to be accretive to
distributable cash flow in a range of $0.05 to $0.15 per limited
partner unit over the next 12 months.

NOARK, through its 100% ownership of Ozark Gas Transmission,
L.L.C., operates 565 miles of FERC regulated interstate pipeline,
extending from eastern Oklahoma through central and northeastern
Arkansas and into Missouri.  OGT has throughput capacity of
approximately 322,000 dth/d.  In addition, NOARK, through its 100%
ownership of Ozark Gas Gathering, L.L.C., operates 365 miles of
unregulated gathering pipeline in Oklahoma and Arkansas.  OGG
provides access to natural gas basins through approximately 400
receipt points that are then transported through OGT.

"The completion of our purchase of the remaining interest in NOARK
provides us with the additional benefit of operations that are
core to our business," Edward E. Cohen, Chairman and CEO of the
general partner of the Partnership, stated.  "This transaction
clearly demonstrates the commitment to our strategy to grow our
business through a well-positioned and consistent asset base."

                  About Atlas Pipeline Partners

Headquartered in Moon Township, Pennsylvania, Atlas Pipeline
Partners, L.P. -- http://www.atlaspipelinepartners.com/-- is   
active in the transmission, gathering and processing segments of
the midstream natural gas industry.  In the Mid-Continent region
of Oklahoma, Arkansas, northern Texas and the Texas panhandle, the
Partnership owns and operates approximately 2,565 miles of
intrastate gas gathering pipeline and a 565-mile interstate
natural gas pipeline.  The Partnership also operates two gas
processing plants and a treating facility in Velma, Elk City and
Prentiss, Oklahoma where natural gas liquids and impurities are
removed.  In Appalachia, it owns and operates approximately 1,500
miles of natural gas gathering pipelines in western Pennsylvania,
western New York and eastern Ohio.

Atlas America, Inc. -- http://www.atlasamerica.com/-- the parent   
company of Atlas Pipeline Partners, L.P.'s general partner and
owner of 1,641,026 units of limited partner interest of APL, is an
energy company engaged primarily in the development and production
of natural gas in the Appalachian Basin for its own account and
for its investors through the offering of tax advantaged
investment programs.

                          *     *     *

Atlas Pipeline Partners L.P.'s 8-1/8% Senior Unsecured Notes due
2015 carry Moody's Investors Service's and Standard & Poor's
single-B rating.


BANC OF AMERICA: S&P Holds Low-B Ratings on 4 Certificate Classes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 24
classes of mortgage pass-through certificates from Banc of America
Funding 2005-A Trust.

The affirmations are based on current credit enhancement
percentages that are sufficient to support the certificates at the
current ratings.  According to April 2006 data, realized losses
for the mortgage pool totaled 0.03% and severe delinquencies were
0.34%.

Credit support for this transaction is provided by subordination
or overcollateralization.  The underlying collateral backing the
certificates consists of fixed- or adjustable-rate first lien
mortgage loans secured by one- to four-family residential
properties.
   
                        Ratings Affirmed
   
               Banc of America Funding 2005-A Trust
                Mortgage pass-through certificates

      Class                                      Rating
      -----                                      ------
      1-A-1,2-A-1,2-A-2,2-A-3,2-X-1,3-A-1,4-A-1  AAA
      5-A-1,5-A-2,5-A-3                          AAA
      CB-1,5-M-1                                 AA+
      CB-2,4-B-1                                 AA
      5-M-2                                      AA-
      4-B-2                                      A
      CB-3,5-B-1                                 A-
      5-B-2                                      BBB+
      4-B-3                                      BBB
      CB-4,4-B-4                                 BB
      CB-5,4-B-5                                 B


BELDEN CDT: Reduced Financial Leverage Cues S&P's Positive Outlook
------------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on St.
Louis, Missouri-based Belden CDT Inc. to positive from stable, and
affirmed its 'BB-' corporate credit rating, and 'B' subordinated
debt rating.  The revised outlook reflects reduced financial
leverage stemming from improved profitability.  Adjusted total
debt to EBITDA basis, was 2.0x, as of March 2006, compared with
3.2X at March 2005.

"The ratings reflect the company's participation in highly
competitive, cyclical, and low-return wire and cable markets,
partially offset by improving profitability, solid positions in
segments of the relatively more value-added specialty electronic
wire segments, and a currently moderate financial profile for the
rating," said Standard & Poor's credit analyst Stephanie Crane.

Belden CDT's position in specialty electronic wire and cable,
which accounts for roughly two-thirds of the company's revenues,
provides ratings support.  The company's presence across a range
of specialty product lines, including aerospace/aviation,
automobiles, broadcast/entertainment, and safety and security,
provide relatively stable revenues and profitability, with EBITDA
margins exceeding 10%.

The networking segment, which supplies enterprise premise network
cables and accounts for about one-third of company revenues, is
viewed as more risky, although the market and the business has
improved somewhat.  Demand conditions have improved after a three-
year downturn in information technology investment, and
profitability in the segment is improving off of a low base,
reflected by disciplined pricing and efforts to achieve cost
efficiencies.  S&P believes Belden CDT is positioned to
participate in the high end of the market with other leading
suppliers, such as CommScope Inc.


BOOKER T. WASHINGTON: S&P Rates Financial Strength at R
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'R' financial
strength rating to Booker T. Washington Insurance Co. after the
company voluntarily submitted to being placed into receivership in
Jefferson County Circuit Court in Alabama.

In early March, an examination by the Alabama Department of
Insurance revealed that the company is insolvent by $4.3 million.
The company is now in the hands of receivership by the Alabama
Department of Insurance.  Denise B. Azar is the receiver and will
serve as the court-appointed administrator of the company until it
is rehabilitated or liquidated.

An Insurer rated 'R' is under regulatory supervision owning to its
financial condition.  During the pendency of the regulatory
supervision, the regulators may have the power to favor one class
of obligations over others or pay some obligations and not others.
The rating does not apply to insurers subject only to nonfinancial
actions such as market conduct violations.


BROOKLYN HOSPITAL: Wants to Assume Workforce Retraining Contracts
-----------------------------------------------------------------
The Brooklyn Hospital Center and Caledonian Health Center, Inc.,
ask the U.S. Bankruptcy Court for the Eastern District of New York
for permission to assume certain agreements with The Hospital
League/1199 Training and Upgrading Fund.

                         CHCCDP Program

The Debtors receive grants from the New York State Department of
Health, through the Community Health Care Conversion Demonstration
Project, to support workforce retraining, primary care expansion
and healthcare infrastructure improvements.

Under the CHCCDP program, the Debtors are required to allocate at
least 25% of the grant for workforce retraining.  The remaining
75% is reserved for other infrastructure projects.

The Hospital League/1199 administers and provides training to the
Debtors' qualifying employees under a fund agreement.  Under the
scheme, the Debtors transfer the workforce retraining allocation
from CHCCDP to The Hospital League/1199 during every grant cycle.

The Debtors expect to receive approximately $890,000 and $5.4
million in CHCCDP Grants for cycle 4 and cycle 5.  They want to
assume the fund agreement with The Hospital League/1199 so that
they can continue funding their workforce retraining with the 25%
allocation from the CHCCDP Grants.

In addition, the Debtors want to pay $650,000 of outstanding
workforce retraining fees owed to The Hospital League/1199 from
the previous grant cycles.

Lawrence M. Handelsman, Esq., at Stroock & Stroock & Lavan LLP,
tells the Bankruptcy Court that the assumption of the fund
agreement and the cure of the defaults will allow the Debtors to
continue participating in the CHCCDP grant program.  Mr.
Handelsman explains that the CHCCDP grants are an important source
of revenue and support for the Debtors' hospital.

                      About Brooklyn Hospital

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


CAREY INTERNATIONAL: Weak Performance Cues S&P's Negative Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Carey International Inc.  However, the outlook
was revised to negative from stable.  The outlook change reflects
Carey's weaker-than-expected financial performance over the past
year, and the potential for a rating downgrade if performance does
not improve in the next few quarters or if covenant issues arise
and limit the company's access to bank lines.  The Washington,
D.C.-based limousine company has about $167 million of lease-
adjusted debt.

"The ratings on Carey reflect the limousine company's highly
leveraged capital structure and exposure to cyclical and
competitive end markets with limited barriers to entry," said
Standard & Poor's credit analyst Lisa Jenkins Helping to mitigate
these challenges are a fairly flexible cost structure and
significant market share in a fragmented industry.

The ratings on Carey reflect the limousine company's highly
leveraged capital structure and exposure to cyclical and
competitive end markets with limited barriers to entry.  Helping
to mitigate these challenges are a fairly flexible cost structure
and significant market share in a fragmented industry.

Demand for Carey's services is primarily driven by the state of
the economy.  The impact of a cyclical downturn is reflected in
Carey's performance during the 2001 to 2003 period, when the
company's annual trip volume declined by 14% and financial results
suffered accordingly.  To better deal with such cyclical
pressures, Carey has reduced further the fixed component of its
cost structure by increasing its use of independent operators,
rather than company-owned vehicles and employees.  The company
estimates that slightly over two-thirds of its cost base is now
variable.  The company has also pursued geographic diversification
to help offset cyclical pressures in individual markets.  Carey
currently provides services in 542 cities in 59 countries.  This
global footprint, along with a global reservation system, enhances
the company's competitive position somewhat relative to other
providers of similar services, but barriers to entry remain
relatively low and many local competitors exist in individual
markets.

Ratings assume that the company's financial performance will
improve over the next few quarters as a result of various
efficiency improvement measures being undertaken, and that the
company will be able to achieve covenant relief, if required.
Continued earnings pressures or failure to achieve covenant relief
if needed will lead to a downgrade of the rating.  Conversely,
greater-than-expected success in improving financial performance
could lead to an outlook revision to stable or positive, depending
upon the magnitude of the improvement.


CATHOLIC CHURCH: Court Sets Claims Estimation Schedule in Portland
------------------------------------------------------------------
On April 17, 2006, the U.S. Bankruptcy Court for the District of
Oregon convened a hearing to consider several claims estimation
requests, including:

   * estimation of child sex abuse and other claims as well as
     the temporary allowance of those claims;

   * estimation of future claims;

   * requests for temporary allowance of claims for voting
     purposes; and

   * estimation of unresolved present abuse tort claims for
     voting and confirmation purposes.

Consequently, Judge Perris issued a scheduling order:

    Date              Schedule
    ----              --------
    May 15, 2006      Deadline for the FCR Report to file a
                      report relating to the estimation of future
                      claims

    May 31, 2006      Deadline for the Archdiocese to file a
                      request estimating future claims

    May 31, 2006      Deadline for the Archdiocese and the
                      claimants to each file proposed claims
                      estimation procedures

    June 12, 2006     Deadline for parties to file objections or
                      responses to the Archdiocese's and the
                      claimants' proposed estimation procedures

    June 16, 2006     Hearing on:

                      * the parties' proposed estimation
                        procedures; and

                      * the Archdiocese's request to estimate
                        future claims

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  No Official Committee
of Unsecured Creditors has been appointed in Portland's case.  In
its Schedules of Assets and Liabilities filed with the Court on
July 30, 2004, the Portland Archdiocese reports $19,251,558 in
assets and $373,015,566 in liabilities.  (Catholic Church
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


CATHOLIC CHURCH: Portland Wants to Hire NERA as Economic Advisors
-----------------------------------------------------------------
Susan S. Ford, Esq., at Sussman Shank LLP, in Portland, Oregon,
notes that a hearing to determine the appropriate methodology to
be used in estimating the claims has been set on June 16, 2006.

In line with the claims estimation, the Archdiocese of Portland in
Oregon wants to employ its own experts to assist it in:

   -- refining its proposed methodologies for estimation of the
      claims; and

   -- evaluating and providing advice regarding the other
      proposals that will be submitted for the estimation of
      claims.

The Archdiocese seeks authority from the U.S. Bankruptcy Court for
the District of Oregon to employ National Economic Research
Associates, Inc., as its economic consultants.  Frederic C.
Dunbar, one of NERA's principals, will work on the Archdiocese's
claims estimation.

NERA and Dr. Dunbar will also provide professional services with
respect to related issues regarding the proposal, confirmation,
and implementation of a plan of reorganization.

NERA's professionals will be paid at its customary hourly rates in
effect at the time services are performed.  The currently hourly
rates are:

          Professional               Hourly Rate
          ------------               -----------
          Fred Dunbar                   $585
          Jan Larsen                    $275
          Qian Li                       $210
          Prem Neupane                  $160

NERA's services will be billed as an administrative expense
against the Archdiocese.

The Archdiocese believes in the experience of Dr. Dunbar and NERA
in the estimation of tort claims and other similar matters, Ms.
Ford tells the Court.

To the best of the Archdiocese's knowledge, Dr. Dunbar and NERA
have no connection with Portland, its creditors, or any other
party-in-interest, or their attorneys or accountants.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  No Official Committee
of Unsecured Creditors has been appointed in Portland's case.  In
its Schedules of Assets and Liabilities filed with the Court on
July 30, 2004, the Portland Archdiocese reports $19,251,558 in
assets and $373,015,566 in liabilities.  (Catholic Church
Bankruptcy News, Issue No. 57; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


CENTRAL AMERICAN: Killman Murrell Raises Going Concern Doubt
------------------------------------------------------------
Killman, Murrell & Company, P.C., in Odessa, Texas, raised
substantial doubt about the ability of Central American Equities
Corp. to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's sales growth
uncertainty and inability to raise sufficient capital.

The Company reported a $367,154 net loss on $1,412,393 of revenues
for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $5,506,775 in
total assets, $750,651 in total liabilities, and $4,756,124 in
total stockholders' equity.

The company's Dec. 31 balance sheet also showed strained liquidity
with $177,745 in total current assets available to pay $496,605 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?889

Central American Equity Corp. provides an integrated eco-vacation
experience in Costa Rica, and owns and operates hotels and real
property in that place.


COMMUNICATIONS & POWER: Debt Reduction Cues S&P's Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Communications & Power Industries Inc. and its parent, CPI
International Inc., including the 'B+' corporate credit rating on
both entities.  The outlooks on both entities were revised to
stable from negative.

"The outlook revision reflects improved credit protection measures
following a recent IPO, and expected debt reduction using the
proceeds," said Standard & Poor's credit analyst Christopher
DeNicolo.  CPI International issued 2.9 million shares of common
stock at $18 a share and could issue an additional 441,000 shares
via an overallotment option.  The total expected net proceeds of
$45 million to $55 million are to be used to repay debt.

Pro forma for the debt reduction, fiscal 2006 (ending Sept. 30,
2006) debt to EBITDA should decline to around 3.5x from previous
expectations of 4.5x.  Other financial measures should improve
modestly and are expected to be generally appropriate for the
rating, with EBITDA interest coverage above 3x and funds from
operations to debt in the 10%-15% range.  CPI's equity sponsor,
The Cypress Group, also issued 4.1 million shares in the offering
and its ownership will decline to around 50% if the overallotment
option is exercised.

The ratings on CPI and CPI International reflect a highly
leveraged capital structure and modest scope of operations, offset
somewhat by leading positions in niche markets.  The company is a
leading provider of vacuum electron devices used in commercial and
defense applications requiring high power or high frequency power
generation. VEDs are used in radar, electronic warfare, satellite
communications, and certain medical, industrial, and scientific
applications.

CPI is first or second in all of the markets in which it competes.
Revenues related to satellite communications have benefited
recently from sales to direct-to-home video providers, although
otherwise the worldwide satellite market remains weak, but is
improving.  Military sales have benefited from increased defense
spending, especially for electronics.  Program diversity is good,
with no one program accounting for more than 6% of revenue.  A
significant portion of CPI's products are consumable, resulting in
a steady stream of generally higher margin aftermarket sales,
which account for approximately 50% of total revenue.  Operating
margins (before depreciation) are good at around 20%, as a result
of management's efforts to reduce costs, consolidate facilities,
and rationalize product lines.  However, the costs of the San
Carlos facility move and a one-time special bonus paid to
management could depress margins somewhat in 2006.

Reduced leverage, lower interest expense, and good market demand
for most segments should enable the company to maintain a credit
profile consistent with current ratings.  The outlook could be
revised to positive if growing earnings and improved cash
generation result in a steadily strengthening financial profile.
The outlook could be revised to negative if debt levels increase
materially to fund acquisitions.


COMVERSE TECHNOLOGY: S&P Holds Ratings on Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on Comverse
Technology Inc. on CreditWatch with negative implications, where
they were placed on March 15, 2006, on the disclosure that the
board of directors at Comverse had created a special committee to
review matters relating to the company's stock option grants and
the likely need to restate prior-period financial results.

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's placed its corporate credit and senior unsecured
debt ratings on Comverse Technology on CreditWatch with negative
implications.  The company has S&P's 'BB-' corporate credit and
senior unsecured debt ratings.
      
"Comverse announced on May 1 the departure of three members of
senior management, to be replaced on an interim basis by two of
the company's directors and other members of management," said
Standard & Poor's credit analyst Philip Schrank.

Other recent events include the possibility that the company's
stock will be delisted from the NASDAQ Stock Market because of a
failure to file financial statements by required deadlines.  
     
Under indentures to Comverse's convertible notes, a stock exchange
delisting could give note holders the right to put the notes back
to the company for cash.  Standard & Poor's further notes that
with reported cash balances as of Jan. 31, 2006, of $2.1 billion
compared to approximately $500 million of notes, Comverse is
expected to be able to meet a potentially accelerated maturity
with current balance sheet liquidity.  Changes in senior
management could result in new business strategies or financial
policies that ultimately could have an effect on debt ratings.  
     
Standard & Poor's will continue to monitor developments with
Comverse including:

   * the financial restatements,
   * changes to strategy and corporate governance practices,
   * potential litigation, and
   * debt maturity acceleration

to determine what, if any, affect they have on debt ratings.


COMVERSE TECH: Names Raz Alon as Interim Chief Executive Officer
----------------------------------------------------------------
Comverse Technology, Inc., reported changes to its senior
management team and Board of Directors.  These changes are
effective immediately:

   -- Ron Hiram, an independent director of the Company since
      2001, has been named non-executive Chairman of the Board of
      Directors.

   -- Raz Alon, an independent director since 2003, has been named
      interim Chief Executive Officer.

   -- Avi T. Aronovitz, currently Vice President of Finance and
      Treasurer of the Company, has been appointed interim Chief
      Financial Officer.

   -- Paul L. Robinson, currently Vice President of Legal and
      General Counsel, will assume the role of Executive Vice
      President, Chief Administrative Officer, General Counsel,
      and Corporate Secretary.

The changes followed the resignations of Kobi Alexander, former
Chairman and CEO, David Kreinberg, former CFO, and William F.
Sorin, a former director, Senior General Counsel, and Corporate
Secretary.  Mr. Alexander, Mr. Kreinberg and Mr. Sorin will become
advisors to the Company on an interim basis.  They will cooperate
with the special committee of the Board of Directors in its review
relating to the Company's stock option grants and help ensure a
smooth transition for the Company's senior management.

"We wish to acknowledge the past contributions of Mr. Alexander,"
Mr. Hiram said.  "He was the Company's founder and a visionary
leader.  We also acknowledge the work of Messrs. Kreinberg and
Sorin in assisting Mr. Alexander in developing Comverse into the
strong market and technology leader it is today."

"We are confident that our major markets have excellent long-term
prospects, and our management team has the experience and depth to
continue to deliver outstanding growth and operational
performance," said Mr. Alon.  "We remain focused on providing our
customers with innovative technology and outstanding service, and
we are committed to strengthening our leadership position in each
of our businesses."

                         About Comverse

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


CONMED CORP: Earns $4.3 Million in Quarter Ended March 31
---------------------------------------------------------
CONMED Corporation reported $158.5 million of sales for the first
quarter ended March 31, 2006, compared to $155.9 million in the
first quarter of 2005.  Net income totaled $4.3 million compared
to $10.8 million in the first quarter of 2005.

Excluding transition charges related to an acquisition and other
unusual charges, non-GAAP net income for the first quarter was
$5.9 million, compared to first quarter 2005 non-GAAP net income
of $13.5 million.

Mr. Joseph J. Corasanti, President and Chief Operating Officer,
noted, "Our first quarter 2006 financial results came in at the
high end of our expectations.  We are beginning to see a turn-
around in the sales softness we encountered in the last half of
2005. Across all our product lines, our single-use products grew
2.5% (3.4% in constant currency) over the first quarter of 2005,
and the sequential growth over the fourth quarter of 2005 was even
higher at 4.2%.  Capital equipment sales experienced a slight
decline of 1.2% compared to the first quarter of 2005.  We
believe, however, our new powered instrument handpieces that were
introduced at the American Academy of Orthopaedic Surgeons
conference last month will drive the capital products portion of
our business back to positive growth."

Sales outside the United States were $61.1 million in the first
quarter of 2006 growing 4.2% overall and 6.4% on a constant
currency basis compared to the first quarter of 2005.  
International sales grew to 38.5% of the Company's total sales in
the March 2006 quarter continuing the trend for higher growth in
international markets.

The Company's cash flow continued to be strong with cash from
operations totaling $14.0 million for the three months ended March
31, 2006.  This enabled the Company to reduce its senior credit
lines and receivable securitization facilities by $9.5 million.  
Additionally, the Company repurchased $3.4 million of its common
stock.

During the second half of 2005, the Company experienced soft sales
in a number of product lines and has since seen improvements in
certain areas.  In the first quarter of 2006, the Arthroscopy
product line experienced growth of 1.3% compared to the 4.4% sales
decline recorded in the fourth quarter of 2005.  Powered Surgical
Instruments declined 3.7% quarter over quarter due to lower
capital equipment handpiece sales, offset by a 7.0% increase in
single-use blade and burr sales.

Electrosurgery continues to increase its market share and improve
sales of the System 5000r generators and single-use disposables
resulting in growth of 12.0%, compared to the same period 2005.  
Endoscopic Technologies' sales growth in the first quarter of 2006
was 2.8% over the first quarter of 2005, due to increased sales of
biliary and stricture management devices.  Endosurgery's decline
of 3.3% was due to reduced orders from distributors outside the
United States following a strong order flow in the fourth quarter
of 2005, offset by a 3.7% increase in U.S. sales.  Patient Care
grew 3.7% primarily due to improved sales of ECG electrodes.

Compared to the first quarter of 2005, the Company's profitability
has been impacted by several previously discussed factors
including the adverse effects of foreign currency translation,
higher costs of production caused by higher petroleum based
plastic raw materials and transportation, quality initiatives,
litigation expense, greater research and development expenditures,
and higher interest costs.  Management expects these higher costs
to be mitigated as progress is made throughout 2006 on various
profit improvement initiatives.

                             Outlook

Mr. Corasanti concluded, "Based on our sales results for the first
quarter of 2006, we are starting to see an improvement in our
revenue growth rate compared to the last six months of 2005.  We
believe that the steps we have taken over the last three months to
improve our margins will have a positive impact on our
profitability.  Our long-term goal is to achieve steady growth in
our top and bottom lines.  We continue to believe that our
operating margin in 2007 will improve to approximately 14% of
sales as growing revenues leverage the Company's fixed-cost
structure and as we realize measures to improve margins and reduce
costs."

                          About Conmed

Headquartered in Utica, New York, Conmed Corp. (Nasdaq: CNMD) --
http://www.conmed.com/-- is a medical technology company with an  
emphasis on surgical devices and equipment for minimally invasive
procedures and monitoring.  The Company's products serve the
clinical areas of arthroscopy, powered surgical instruments,
electrosurgery, cardiac monitoring disposables, endosurgery and
endoscopic technologies.  The Company's 2,800 employees distribute
its products worldwide from eleven manufacturing locations.

                         *     *     *

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

Standard & Poor's Ratings Services also placed a BB- rating on
ConMed Corp.'s $250 million secured credit facility, consisting of
a $150 million seven-year term loan; and a $100 million five-year
revolving credit facility.  At the same time, Standard & Poor's
affirmed the existing 'BB-' corporate credit rating on the
company.  S&P said the outlook is stable.


CONSORTIUM SERVICE: Losses Prompt Auditor's Going Concern Doubt
---------------------------------------------------------------
Gary Skibicki, CPA, PC, raised substantial doubt about the ability
of Consortium Service Management Group, Inc., to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2004, and 2005.  The
auditor pointed to the company's recurring losses from operations.

Consortium Service Management Group, Inc., filed its consolidated
financial statements for the year ended Dec. 31, 2005, with the
Securities and Exchange Commission on April 7, 2006.

The company reported a $3,261,409 net loss on $414 of revenues for
the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $612,540 in
total assets, $6,717,884 in total liabilities, $206,000 in
minority interest, resulting in a $6,311,344 stockholders' equity
deficit.

The company's Dec. 31 balance sheet also showed strained liquity
with no current asset to pay its $6,417,884 of 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?888

Headquartered in Corpus Christi, Texas, Consortium Service
Management Group, Inc. (OTCBB: CTUM) -- http://www.ctum.com/-- is  
a technology management company that finances, owns, develops,
patents, manages, licenses and markets innovative technologies.  
The company maintains offices in Atlanta, Georgia; Alexandria,
Virginia; and Kiev, Ukraine.  Technologies invented by scientists
and engineers of Ukraine and brought to the U.S. and other
countries, include:

   -- the company's platform, medical, Live Biological Tissue
      Bonding technology, which bonds human tissue without the
      use of sutures, staples, sealants or glues.  More than 700
      successful human surgeries have been performed in clinical
      trials in Ukraine using more than 30 different types of
      surgical procedures;

   -- the 390,000-pound proprietary Landfill Gas Purification
      System, now being installed at a municipal waste landfill
      in Chastang, Alabama, that processes raw landfill gas to
      pipeline quality; and

   -- the environmentally friendly, large-farm, Anaerobic
      Animal Waste Processing System.


CPI INTERNATIONAL: Debt Reduction Prompts S&P's Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Communications & Power Industries Inc. and its parent, CPI
International Inc., including the 'B+' corporate credit rating on
both entities.  The outlook on both entities were revised to
stable from negative.

"The outlook revision reflects improved credit protection measures
following a recent IPO, and expected debt reduction using the
proceeds," said Standard & Poor's credit analyst Christopher
DeNicolo.  CPI International issued 2.9 million shares of common
stock at $18 a share and could issue an additional 441,000 shares
via an overallotment option.  The total expected net proceeds of
$45 million to $55 million are to be used to repay debt.

Pro forma for the debt reduction, fiscal 2006 (ending Sept. 30,
2006) debt to EBITDA should decline to around 3.5x from previous
expectations of 4.5x.  Other financial measures should improve
modestly and are expected to be generally appropriate for the
rating, with EBITDA interest coverage above 3x and funds from
operations to debt in the 10%-15% range.  CPI's equity sponsor,
The Cypress Group, also issued 4.1 million shares in the offering
and its ownership will decline to around 50% if the overallotment
option is exercised.

The ratings on CPI and CPI International reflect a highly
leveraged capital structure and modest scope of operations, offset
somewhat by leading positions in niche markets.  The company is a
leading provider of vacuum electron devices used in commercial and
defense applications requiring high power or high frequency power
generation.  VEDs are used in radar, electronic warfare, satellite
communications, and certain medical, industrial, and scientific
applications.

CPI is first or second in all of the markets in which it competes.
Revenues related to satellite communications have benefited
recently from sales to direct-to-home video providers, although
otherwise the worldwide satellite market remains weak, but is
improving.  Military sales have benefited from increased defense
spending, especially for electronics.  Program diversity is good,
with no one program accounting for more than 6% of revenue.  A
significant portion of CPI's products are consumable, resulting in
a steady stream of generally higher margin aftermarket sales,
which account for approximately 50% of total revenue.  Operating
margins (before depreciation) are good at around 20%, as a result
of management's efforts to reduce costs, consolidate facilities,
and rationalize product lines.  However, the costs of the San
Carlos facility move and a one-time special bonus paid to
management could depress margins somewhat in 2006.

Reduced leverage, lower interest expense, and good market demand
for most segments should enable the company to maintain a credit
profile consistent with current ratings.  The outlook could be
revised to positive if growing earnings and improved cash
generation result in a steadily strengthening financial profile.
The outlook could be revised to negative if debt levels increase
materially to fund acquisitions.


CREDIT SUISSE: DBRS Rates Class B-4 Certificates at BB
------------------------------------------------------  
Dominion Bond Rating Service these ratings to the Home Equity
Pass-Through Certificates, Series 2006-4 issued by Credit Suisse
First Boston Mortgage Securities Corp.  Home Equity Asset Trust
2006-4:

   * The AAA ratings on the class series 1-A, 2-A, R, and R-II
     certificates reflect 19.65% of credit enhancement provided by
     the subordinate classes, initial overcollateralization, and
     monthly excess spread.

   * The AA (high) ratings on Class M-1 and Class M-2 reflect
     16.15% and 12.90% of credit enhancement, respectively.

   * The AA rating on Class M-3 reflects 11.00% of credit
     enhancement.

   * The AA (low) rating on Class M-4 reflects 9.35% of credit
     enhancement.

   * The A (high) rating on Class M-5 reflects 7.75% of credit
     enhancement.

   * The "A" rating on Class M-6 reflects 6.30% of credit
     enhancement.

   * The A (low) rating on Class M-7 reflects 4.95% of credit
     enhancement.

   * The BBB (high) ratings on Class M-8 and Class B-1 reflect
     3.95% and 3.25% of credit enhancement, respectively.

   * The BBB rating on Class B-2 reflects 2.75% of credit
     enhancement.

   * The BB (high) rating on Class B-3 reflects 1.75% of credit
     enhancement.

   * The BB rating on Class B-4 reflects 0.95% of credit
     enhancement.

The certificate ratings also reflect the quality of the underlying
assets and the capabilities of Select Portfolio Servicing, Inc.,
as special servicer, Wells Fargo Bank, N.A., Select Portfolio
Servicing, Inc., and JPMorgan Chase Bank, N.A. as Servicers.

U.S. Bank National Association will act as Trustee and LaSalle
Bank National Association, Wells Fargo Bank, N.A., and JPMorgan
Trust Company, N.A. will act as custodians.

In addition, the certificates will also be entitled to the
benefits of an interest rate swap with Credit Suisse
International.  The Trust will pay a fixed payment at 5.29% per
annum to the Swap Provider in exchange for a floating payment at
one-month LIBOR on declining swap notional.

Interest and principal payments collected from the mortgage loans
will be distributed on the 25th of each month commencing May 2006.  
Interest will be first paid concurrently to the Senior
Certificates, followed by sequential interest payments to the
subordinate classes.  Until the step-down date, principal
collected will be paid exclusively to the Senior Certificates
unless each of such classes has been paid down to zero.

After the step-down date, and provided that certain performance
tests have been met, principal payments will be distributed among
the certificates of all classes on a pro rata basis.  In addition,
provided that certain performance tests have been met, the level
of overcollateralization may be allowed to step down to 1.90% of
the then-current balance of the mortgage loans.  

On the closing date, the depositor will deposit approximately
$249,174,533 into a segregated Pre-Funding Account, which the
Trust will use to buy additional mortgage loans from the depositor
on or prior to July 24, 2006.

The mortgage loans in the Underlying Trust were acquired by DLJ
Mortgage Capital, Inc. primarily from Wells Fargo, N.A., Finance
America, LLC, Aames Capital Corporation, and Aegis Mortgage
Corporation.

As of the cut-off date April 1, 2006, Loan Group I has an initial
aggregate principal balance of US$519,196,057, the weighted
average mortgage rate is 7.81%, the weighted average FICO is 621,
and the weighted average combined loan-to-value ratio is 79.3%,
without taking into consideration the CLTV ratio on the
piggybacked loans.

Loan Group II has an initial aggregate principal balance of
US$831,629,510, the weighted average mortgage rate is 7.82%, the
weighted average FICO is 621, and the weighted average OLTV ratio
is 79.6%.


CRUISECAM INTERNATIONAL: Auditor Raises Going Concern Doubt
-----------------------------------------------------------
David S. Hall, P.C., in Dallas, Texas, raised substantial doubt
about the ability of CruiseCam International, Inc., to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended Sept. 30, 2004.  The
auditor pointed to the Company's losses since inception, working
capital deficiency, and lack of financial resources.

CruiseCam International, Inc., filed its consolidated financial
statements for the year ended Sept. 30, 2004, with the Securities
and Exchange Commission on April 6, 2006.

The Company reported a $5,762,105 net loss on $241,015 of net
sales for the year ended Sept. 30, 2004.

At Sept. 30, 2004, the company's balance sheet showed $16,357,951
in total assets, $7,992,972 in total liabilities, and $8,364,979
in total stockholders' equity deficit.

The company's Sept. 30 balance sheet also showed strained
liquidity with $666,156 in total current assets available to pay
$2,694,702 in total current liabilities coming due within the next
12 months.

A full-text copy of the company's 2004 Annual Report is available
for free at http://ResearchArchives.com/t/s?884

Headquartered in Troy, Michigan, CruiseCam International, Inc., is
a holding company of small and medium size companies.  GRP, Inc.,
an affiliate, manufactures and sells a complete line of mobile
integrated video technology for law enforcement, original
equipment manufacturers, motor sports and aftermarket
applications.  The company's patent portfolio encompasses cameras
on the automotive seat that the company developed with Lear Corp.
and Ford Motor Company.


DAVID SCHACHTER: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: David M. Schachter
        Susan I. (Depalo) Schachter
        aka David M. Schachter, Ltd.
        dba Bangs Street Gallery
        P.O. Box 1146
        Truro, Massachusetts 02666

Bankruptcy Case No.: 06-11261

Chapter 11 Petition Date: May 3, 2006

Court: District of Massachusetts (Boston)

Debtor's Counsel: Richard J. Cohen, Esq.
                  Richard J. Cohen, Esq., P.C.
                  Monument Square, P.O. Box 1085
                  Centerville, Massachusetts 02632
                  Tel: (508) 771-6401
                  Fax: (508) 771-6216

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
MBNA America                     Credit                 $54,452
P.O. Box 15026
Wilmington, DE 19850

Basil, Robinson & Rubino                                $49,801
8 Wood Hollow Road, Suite 202
Parsippany, NJ 07054

Lasser Hochman, LLC              Judgment               $28,892
75 Eisenhower Parkway
Roseland, NJ 07068

American Express                                        $27,686

Wilentz, Goldman and             Legal Services         $24,307
Spitzer, P.A.

Citibank South Dakota, N.A.                             $15,032

Sugarman, Rogers,                Legal Services          $6,176
Barshak and Cohen, P.C.

Capital One Services, Inc.       Personal Obligation     $2,406

Mass DOR                                                   $551

Verizon                          Utilities                 $501

Buttery Condo Association        Association Dues          $470

Hutt & Shimanowitz, P.C.         Services                   $55

HSBC Mortgage Corporation        Property               Unknown

Investment Cap.                  Property               Unknown
Commercial Mtg. LLC

Seamen's Bank                    Property               Unknown

Sovereign Bank                   Property               Unknown

Town of Provincetown             Real Estate Taxes      Unknown


DELPHI CORP: Officers Defend Move to Reject Union Contracts
-----------------------------------------------------------
Certain of Delphi Corporation and its debtor-affiliates' officers
and experts filed declarations and analysis in support of the
Debtors' request to reject their collective bargaining agreements
with unions.

(1) John Sheehan

John D. Sheehan, Delphi Corp. vice president, chief restructuring
officer, chief accounting officer and controller, tells the U.S.
Bankruptcy Court for the Southern District of New York that in
formulating its five-year restructuring business plan, Delphi
determined a "Steady State Scenario" that represents Delphi's best
estimate of costs and revenue in each division based on:

   (a) the assumption that Delphi's existing labor agreements
       continued in effect;

   (b) the assumption that Delphi retained all of its existing
       lines of business; and

   (c) Delphi's best estimate of business volumes, pricing, and
       material costs based on existing economic trends.

The Steady State Scenario did not consider the potential effect of
the UAW Special Hourly Attrition Program recently negotiated by
Delphi.

In creating the Steady State Scenario, Delphi conducted an in-
depth evaluation of each of its businesses, taking into account
revenue and costs forecasts in light of changed economic
conditions, including the Chapter 11 filings.

Delphi concluded that most of the economic trends leading to its
current financial crisis -- GM's loss of market share, reduced GM
revenues, pressure for price-downs, higher material costs, and the
like -- will continue for the foreseeable future.

Delphi relied largely on estimates of GM market share and volumes
provided by a vendor that specializes in making the estimates,
but reduced the predicted volume for the years 2007 to 2010 by 5%
to reflect GM's failure to meet prior volume projections.  Thus,
Delphi assumed that GM's U.S. market share will fall from 25.2%
in 2006 to 23.3% by 2010, and that Delphi's revenue from GM will
fall from $12.8 billion in 2005 to $9.4 billion in 2010.

Delphi also projects an operating loss of $8.1 billion, and a net
loss of $12.9 billion over the five-year period from 2006 to 2010.  
The losses are in large part attributable to Delphi's U.S.
operations.

Even with the deterioration in revenue and costs that Delphi has
assumed for 2006 to 2010, Delphi's projections show that its
international operations will be profitable during the period,
earning approximately $3.4 billion in operating income over the
five-year period.  These same projections show that Delphi's
North American operations, on the other hand, would lose
approximately $11.5 billion in operating income during the same
period.

According to Mr. Sheehan, the UAW Special Hourly Attrition
Program and any other potential future Hourly Attrition Programs
reduce the losses under the Steady State Scenario but do not
create a viable business plan.  The precise effect of the
programs will depend on how many employees elect retirement and
flow-back options, but even under the best case -- 100% of
eligible employees accept one of the packages -- Delphi would
still lose approximately $6.1 billion.  Thus, the Hourly
Attrition Programs reduce the impact of Delphi's restructuring on
its employees but it does not alleviate the need for the
modifications that Delphi seeks in its labor agreements.

                   Delphi's Restructuring Plans

In light of the plainly untenable projections under the Steady
State Scenario, Delphi prepared and served on its Unions proposals
under Sections 1113 and 1114 of the Bankruptcy Code for
modifications to the labor agreements and modification of retiree
benefits.  Delphi created two different financial scenarios --
the Competitive Benchmark Scenario based on Delphi's proposals of
November 2005, and the GM Consensual Scenario based on Delphi's
proposals of March 2006.

                  Competitive Benchmark Scenario

The "Competitive Benchmark Scenario" represents Delphi's
financial projections following implementation of:

   (a) Delphi's Competitive Benchmark Proposals to the Unions
       pursuant to Sections 1113 and 1114;

   (b) other planned efforts to reduce costs including an effort
       to reduce SG&A costs by $450 million per year by 2009;

   (c) the sale, wind-down, or consolidation of a certain number
       of its product lines and associated manufacturing sites;
       and

   (d) Delphi's best estimate of GM revenue and pricing if Delphi
       implemented the other proposed changes.

Under the Competitive Benchmark Scenario, Delphi projects
approximately $784 million in operating losses in 2006 and 2007,
and positive operating income beginning in 2008.

While the Competitive Benchmark Scenario substantially improves
Delphi's operating projections over the five-year period from
2006 to 2010, it does not produce a business plan that is viable
without further cost reduction, Mr. Sheehan says.

                 GM Consensual Proposal Scenario

The GM Consensual Scenario represents Delphi's financial
projections following:

   (a) obtaining modified labor agreements consistent with
       Delphi's GM Consensual Proposals;

   (b) negotiating a mutually agreeable level of financial
       support from GM, or, if that is not possible, dealing with
       the thousands of GM supply contracts under which Delphi
       consistently loses money; and

   (c) a pension solution.

Based on the financial assumptions and projections in the
Competitive Benchmark Scenario, Delphi generated the GM
Consensual Scenario and has adopted a restructuring plan with
five key elements that Delphi believes can form the basis for a
successful reorganization:

   1.  Modifying its labor agreements to create a competitive
       arena in which to conduct business going forward;

   2.  Concluding negotiations with GM to finalize GM's financial
       support for the legacy costs Delphi currently carries and
       to ascertain GM's business commitment to Delphi going
       forward;

   3.  Streamlining its product portfolio to capitalize on its
       World-class technology and market strengths, and making
       the necessary manufacturing alignment with Delphi's new
       focus;

   4.  Transforming its salaried workforce to ensure that
       Delphi's organizational and cost structure is competitive
       and aligned with its product portfolio and manufacturing
       footprint; and

   5.  Devising a workable solution to its pension funding
       obligations by reducing its contributions to manageable
       levels.

                     Impact on Major Parties

Mr. Sheehan discloses that there are many significant parties
that will be bearing their share of the Debtors' cost-cutting
measures including equity holders, General Motors Corporation,
bondholders, suppliers, and unsecured creditors.

Mr. Sheehan notes that the Debtors' outstanding payables as of
the Petition Date to their thousands of suppliers were in excess
of $1 billion.  "[T]he Debtors' suppliers have already borne a
significant portion of the burden of the Debtors' restructuring
and, given the dire financial straits in which many such
suppliers find themselves, cannot reasonably be expected to bear
additional burdens without jeopardizing the Debtors' supply chain
and the prospects for their successful restructuring," he says.

The Debtors are seeking the Court's authority to reject
burdensome executory contracts pursuant to which the Debtors are
supplying GM parts at a significant loss.  Relief on that request
will permit the Debtors to renegotiate reasonable prices that
will permit the Debtors to reorganize successfully.

Mr. Sheehan also informs the Court that GM has estimated its pre-
tax liability at $5.5 billion to $12 billion.  GM said in January
2006 that the GM Benefit Guarantee could be triggered as a result
of reductions in Delphi's hourly Other Post-employment Benefits
or pension liabilities in bankruptcy, resulting in a financial
impact on GM of $3.6 billion after-tax.

Under the GM Benefit Guarantee, if Delphi ceases to do business,
terminates, or freezes its pension plan due to "financial
distress," GM agreed to provide virtually all of Delphi's former
GM hourly employees with the difference between pension benefits
paid by Delphi, and the benefits otherwise payable under the
Delphi pension plan -- but not more than the benefits provided by
GM to its own hourly employees and retirees.  GM also agreed to
provide Delphi's former GM employees with "up to 7 years of
credited [pension] service at the level and scope in effect at
Delphi at such time."

If, as a result of "financial distress," Delphi fails or refuses
to provide post-retirement health care or life insurance to
retired Delphi employees, or reduces such benefits below the
level being provided to GM's hourly retirees, GM will provide the
covered employees with the same scope and level of postretirement
medical or life insurance benefits provided by GM to its own
retirees.

Mr. Sheehan further relates that Delphi's unsecured creditors,
whose claims exceed $2.3 billion, are likely to be impaired from
recovering the full value of their claims.

Delphi has approximately $2 billion, plus unpaid interest, in
senior unsecured securities outstanding as of the Petition Date.  
Because of the substantial liabilities faced by the Debtors, in
all likelihood the holders of these securities will receive only
a percentage of their face value under a restructuring plan.

Holders of Delphi's 8.25% junior subordinated notes due 2033 and
adjustable rate junior subordinated notes due 2033 are
contractually subordinate to the Senior Unsecured Securities as
well as any Delphi trade debt.  With an aggregate principal
amount of approximately $412 million, the beneficiaries of the
Subordinated Notes represent, as a class, one of the seven
largest unsecured claims against the Debtors.

Mr. Sheehan says the Subordinated Notes are only one step above
Equity holders based on the absolute priority rule.  Hence,
holders of the Subordinated Notes will receive, at best, only a
minimal percentage of their face value under a restructuring
plan.

Shareholders are out of the money.

A full-text copy of John Sheehan's declaration is available at no
charge at http://bankrupt.com/misc/Delphisheehandeclaration.pdf

(2) Kevin Butler

Kevin M. Butler, vice president for human resource management of
Delphi, attests that each of Delphi's proposals presented to the
Unions were based on the most complete and reliable information
available to Delphi at that time, including Delphi's most recent
revenue and cost projections.

Delphi's financial advisors also met several times with the UAW's
financial advisors, and with the IUE-CWA's financial advisors, to
explain and clarify the information that Delphi provided to the
Unions in conjunction with the proposals.

In light of the financial projections Delphi presented, Mr.
Butler says Delphi does not anticipate that its Unions will
contend that the company can survive without modifications to its
labor agreements.

In constructing its wage and benefit proposals, Delphi, Mr.
Butler relates, sought to produce a wage and benefit package
equivalent to the wages and benefits prevailing at other U.S.-
based automotive parts suppliers.  That package, Delphi believes,
would allow it to bid for new work on a competitive basis while
still providing employees with competitive wages and benefits.

To determine the "market" wage and benefit package, Delphi
conducted a detailed analysis of these data:

   1.  The wages and benefits under certain existing supplemental
       new-hire agreements between Delphi and the IUE-CWA and
       USW;

   2.  Estimates by Delphi's operating divisions of the all-in
       labor rates of their principal competitors;

   3.  The all-in labor rates provided by GM under the Growth and
       Opportunity process for competitors that had underbid
       Delphi;

   4.  The all-in labor rates provided by Delphi's own suppliers
       for their own business;

   5.  Bureau of Labor Statistics data showing wages for
       comparable jobs and for other auto suppliers;

   6.  A study by the Center for Automotive Research showing
       average, all-in wage rates for union-represented and
       non-union suppliers;

   7.  The anecdotal experience of Delphi's business teams
       regarding what Delphi's customers believed Delphi's labor
       costs should be in order to bid successfully; and

   8.  Information obtained from public and private sources
       regarding the wages and benefits of Delphi's competitors.

Based on its competitive analysis, Delphi concluded that a
competitive average labor cost for production employees could not
exceed $22 per hour.

After establishing its labor cost goal through the benchmarking
exercise, Delphi constructed its proposals to produce a labor
cost, excluding legacy retirement costs, of $20.79 per hour for
production employees.  Skilled employees would receive total
compensation averaging $35.34 over the life of the labor
contract, and production employees would receive total
compensation averaging $23.90 over the life of the contract.

Mr. Butler explains that, historically, in bidding for new work
Delphi included all of its legacy costs, in determining its
average hourly rate.  The logic of this long-standing past
practice was that all of these costs were attributable to labor,
and the company therefore needed to recover these costs to remain
profitable.

In connection with the current restructuring, however, Delphi
management made an important policy decision in November 2005 to
exclude those legacy costs in analyzing its average U.S. hourly
labor costs and in direct bidding for new supply contracts.

"[A]s Delphi down-sizes and its number of active employees
decreases, the legacy costs become increasingly burdensome,
ultimately dictating that Delphi could never achieve competitive
labor costs because of its legacy obligations.  Delphi concluded,
therefore, it must deal with the legacy costs as part of its
restructuring.  The change in practice allows Delphi to consider
resultant legacy costs as corporate burden, offer a competitive
base wage for its U.S. employees, and win more business," Mr.
Butler says.

A full-text copy of Kevin Butler's declaration is available at no
charge at http://bankrupt.com/misc/DelphiButlerdeclaration.pdf

(3) Mark Weber

Mark R. Weber, Delphi executive vice president, operations, human
resource management, and corporate affairs, says that in
determining whether the modifications sought in the Delphi labor
agreements are "fair and equitable" relative to salaried and
management employees, it is necessary to examine the base-line
under which hourly employees on the one hand, and salaried and
management employees on the other hand, entered into the Chapter
11 cases.

According to Mr. Weber, Delphi's salaried and management
employees will suffer a significant number of job reductions as
part of Delphi's restructuring.  About 3,650 of Delphi's salaried
and management employees in the United States will be separated
from Delphi as a result of the planned sales or wind-downs of
certain of Delphi's U.S. manufacturing sites, he says.  These
reductions will affect both salaried and management employees at
the manufacturing sites, and engineering and corporate and
divisional management that support the manufacturing operations.

Mr. Weber also discloses that another 1,600 salaried and
management positions in the U.S. will be eliminated in 2006 as
part of a project designed to reduce Delphi's Sales, General &
Administrative expenses.  The project -- developed by an outside
management consultant, Booz Allen Hamilton -- is intended to
reduce costs attributable to salaried and management employees,
and the information systems that support those employees, by
approximately $450 million per year.

In comparing the treatment of hourly employees to salaried and
management employees, it is also critical to understand the
differences between the two employee groups, Mr. Weber asserts.

Mr. Weber points out that Delphi's salaried employees are not
protected in their positions by a union agreement that pays
above-market wages and benefits, nor are they deterred from
switching employers by the prospect of starting at the bottom of
a wage scale or a seniority system at a new company.  The
salaried employees could more easily leave Delphi tomorrow, and
obtain "market" wages and benefits with another employer.

In the last six months, more than 470 salaried employees have
left Delphi for other career options.  Unless Delphi is able to
provide market wages and benefits to salaried and management,
many are and will likely continue to depart.

In addition, Mr. Weber notes that some 7,250 employees -- more
than half of Delphi's salaried and management workforce -- are
engineers who are engaged in research, product development, and
execution.  Much of Delphi's market position depends on its
technological expertise, and the engineers have extremely
valuable institutional knowledge of the company's products and
processes that cannot easily be replaced by new-hires.

There is a well-documented shortage of qualified engineers in the
U.S., Mr. Weber relates.  Nine original equipment manufacturers
from Germany, Japan, and Korea have invested in engineering
facilities in Michigan, and Asian automakers have hired
approximately 3,000 engineers in Michigan in the past year alone.  
The loss of engineering employees to Delphi's competitors would
greatly undercut Delphi's ability to remain a profitable
enterprise going forward.

A full-text copy of Mark Weber's declaration is available at no
charge at http://bankrupt.com/misc/DelphiWeberdeclaration.pdf

(4) Other Directors

Delphi's executive director for benefits & policy, Steven Gebbia,
addressed the employment benefits applicable to Delphi's
workforce, and the potential changes to those benefits.  

According to Mr. Gebbia, salaried personnel have already taken
their fair share of sacrifice.  Mr. Gebbia states that value of
the compensation and benefit package for salaried and management
employees has decreased by more than 15% since Delphi's spin-off
from GM.

A full-text copy of Steven Gebbia's declaration is available at
no charge at http://bankrupt.com/misc/DelphiGebbiadeclaration.pdf

Bernard J. Quick, director of labor relations at Delphi,
described the Debtors' various agreements with the Unions.  Mr.
Quick's responsibilities include negotiating, or overseeing the
negotiation of, Delphi's National and Local Agreements with the
International Union of Electronic, Electrical, Salaried, Machine
and Furniture Workers - Communications Workers of America, and
the United Steelworkers of America, Local 87.  He provided
details of the Union Agreements in his declaration.

A full-text copy of Bernard Quick's declaration is available at
no charge at http://bankrupt.com/misc/DelphiQuickdeclaration.pdf

Darrell Kidd, division director of labor relations at Delphi,
also described the provisions in the Union Agreements.  
Furthermore, Mr. Kidd relates that Delphi has diligently
responded to information requests from the Unions or their
financial advisors.  Mr. Kidd says that to further allow the
Unions and their advisors to easily access information, Delphi,
in conjunction with FTI Consulting, established a virtual data
room.  The data room went live on January 3, 2006, after which
time anyone with identification and password has been able to
access the data.  The data has been continually updated with
information responsive to new Union information requests.

Mr. Kidd believes that the broad access has proven beneficial to
the Unions.  He notes that the advisors to the IUE-CWA have
formulated additional information requests based on data posted
in response to other Unions' requests.

A full-text copy of Darrell Kidd's declaration is available at no
charge at http://bankrupt.com/misc/DelphiKidddeclaration.pdf

(5) Experts

Delphi retained Michael L. Wachter, a law and economics
professor, to evaluate the current wages and benefits of Delphi
employees and to assess the wage proposals the company has made
for its unionized employees.  In his study, Prof. Wachter
concludes that Delphi's wage and benefit proposals will set the
compensation levels for their skilled and production workers
equal to the level for comparable workers economy-wide.  With the
implementation of the wage and benefit proposals, Prof. Wachter
believes Delphi would continue to have a strong position in the
labor market and would be able to attract and retain a highly
qualified workforce.

Keith Williams, enrolled actuary for the Delphi Hourly-Rate
Employees Pension Plan and the Delphi Corporation Retirement
Program for Salaried Employees, says that Delphi's assumptions in
its benefits forecast is reasonable.  Mr. Williams also discusses
healthcare trends and the cash costs if hourly health programs
for retirees were eliminated.

A full-text copy of Michael Wachter's declaration is available
for free at http://bankrupt.com/misc/DelphiWachterdeclaration.pdf

A full-text copy of Keith Williams' declaration is available for
free at http://bankrupt.com/misc/DelphiWilliamsdeclaration.pdf

                        About Delphi Corp

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Court Approves Ernst & Young as Independent Auditors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Delphi Corporation and its debtor-affiliates to employ
Ernst & Young LLP as their independent auditors, nunc pro tunc to
Jan. 1, 2006.

As reported in the Troubled Company Reporter on Apr 4, 2006, E&Y
will:

   (a) perform an audit of Delphi Corporation's consolidated
       financial statements and its internal control over
       financial reporting, including auditing and reporting on
       the consolidated financial statements of the Debtors for
       the year ending December 31, 2006;

   (b) audit and report on management's assessment of the
       effectiveness of internal control over financial reporting
       and on the effectiveness of internal control over
       financial reporting as of December 31, 2006; and

   (c) review the Debtor's unaudited interim financial
       information before the Debtors file their Form 10-Q; and

   (d) as and when requested by the Debtors from time to time,
       provide accounting advisory and research services in
       connection with various accounting matters.

In addition to Audit Services, E&Y will provide tax services to
the Debtors.  The Debtors will identify tax services that they
want to be performed by E&Y.  E&Y will authorize the performance
of those services on a project-by-project basis.  E&Y will not
provide any tax service to the Debtors until those services have
been approved by the Debtors' audit committee.

In connection with the tax services, Ernst & Young will:

   (a) advise and assist the Debtors on the federal, state, and
       local income tax consequences of proposed plans of
       reorganization, including, if necessary, assistance in the
       preparation of IRS ruling requests regarding the tax
       consequences of alternative reorganization structures;

   (b) prepare "Section 382 calculations" and apply the
       appropriate federal, state, and local tax law to historic
       information regarding changes in ownership of the Delphi's
       stock to calculate whether any of the shifts in stock
       ownership may have caused an ownership change that will
       restrict the use of tax attributes and the amount of any
       limitation;

   (c) through analysis of the information contained in historic
       tax returns and other relevant records of the company and
       application of relevant consolidated tax return rules,
       prepare calculations and apply the appropriate federal,
       state, and local tax law to determine the tax asset and
       stock basis and deferred inter-company transactions and
       other consolidated return issues for each legal entity in
       the company's U.S. tax group, and identify major deferred
       inter-company transactions, excess loss accounts, etc.;

   (d) prepare calculations and apply the appropriate federal,
       state, and local tax law to determine the amount of tax
       attribute reduction related to debt cancellation income;

   (e) provide analysis of the federal, state, and local tax
       treatment governing the timing of deductions of plant shut
       down, severance, and other costs incurred as the company
       rationalizes its operations, including tax return
       disclosure, and presentation;

   (f) provide analysis of the federal, state, and local tax
       treatment of the costs and fees incurred by the Debtors in
       connection with the bankruptcy cases, including tax return
       disclosure and presentation;

   (g) provide analysis of the federal, state, and local tax
       treatment of interest and financing costs related to debt
       subject to the automatic stay, and new debt incurred as
       the Debtors emerge from bankruptcy, including tax return
       disclosure and presentation;

   (h) provide analysis of the federal, state, and local tax
       consequences of restructuring and rationalization of
       inter-company accounts;

   (i) provide analysis of the federal, state, and local tax
       consequences of proposed dispositions of assets during
       bankruptcy, including tax return disclosure and
       presentation;

   (j) provide analysis of the federal, state, and local tax
       consequences of restructuring the U.S. or worldwide
       corporate groups during bankruptcy, including tax return
       disclosure and presentation;

   (k) provide analysis of the federal, state, and local tax
       consequences of potential bad debt and worthless stock
       deductions, including tax return disclosure and
       presentation; and

   (l) provide analysis of the federal, state, and local tax
       consequences of employee benefit plans.

                         Fees & Expenses

For the Audit Services, the Debtors will pay Ernst & Young a
fixed domestic fee of $7,500,000 plus expenses.  The Debtors and
Ernst & Young have agreed that Ernst & Young may submit invoices
for the Audit Services in accordance with this schedule:

              Date                         Amount
              ----                         ------
              March 2006               $3,000,000
              August 2006              $3,000,000
              January 2007             $1,500,000

For the Additional Accounting Advisory Services, the Debtors will
pay Ernst & Young pursuant to these standard hourly rates:

             Partner                        $525 - $750
             Senior Manager                 $400 - $625
             Manager                        $300 - $470
             Senior                         $220 - $375
             Staff                          $125 - $200
             Client Service Associate        $75 - $125

                        About Delphi Corp

Headquartered in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is the single largest global supplier of  
vehicle electronics, transportation components, integrated systems
and modules, and other electronic technology.  The Company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  The Company filed for chapter 11
protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-44481).  John Wm. Butler Jr., Esq., John K. Lyons, Esq., and
Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
represent the Debtors in their restructuring efforts.  Robert J.
Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude,
Esq., at Latham & Watkins LLP, represents the Official Committee
of Unsecured Creditors.  As of Aug. 31, 2005, the Debtors' balance
sheet showed $17,098,734,530 in total assets and $22,166,280,476
in total debts.  (Delphi Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DORNOCH DEVELOPMENT: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dornoch Development Ltd.
        P.O. Box 20029
        Columbus, Ohio 43220

Bankruptcy Case No.: 06-52059

Chapter 11 Petition Date: May 3, 2006

Court: Southern District of Ohio (Columbus)

Judge: John E. Hoffman

Debtor's Counsel: Myron N. Terlecky, Esq.
                  Strip Hoppers Leithart McGrath & Terlecky
                  575 South Third Street
                  Columbus, Ohio 43215
                  Tel: (614) 228-6345
                  Fax: (614) 228-6369

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
New Green Highlands Ltd.         Account Payable       $303,602
1200 Old Henderson Road
Suite C
Columbus, OH 43220

Paul Dennis                      Loan                  $150,000
7005 Stadium Drive, #100
Brecksville, OH 44141

Fifth Third Bank                 Lease Obligation       $44,117
110 North Main Street
Dayton, OH 45402


DURANGO GEORGIA: LandMar & Trustee Extend Closing of Tract Sale
---------------------------------------------------------------
Bridge Associates, LLC, Liquidating Trustee of Durango Georgia
Paper Company, and LandMar Group, LLC agreed to extend the time
for the closing of LandMar's purchase of a 750-acre tract located
on the North River in St. Marys, Georgia.  LandMar intends to
redevelop the former paper mill tract for residential, commercial,
and recreational uses.

The sale, approved by the U.S. Bankruptcy Court for the Southern
District of Georgia in the Durango Georgia Paper Company Chapter
11 Case, was to close by April 30, 2006.  The parties agreed to
extend the closing for up to 180 days in order to provide
additional time for the Environmental Protection Division of the
Georgia Department of Natural Resources to approve environmental
components of LandMar's Brownfield redevelopment plan for the
former mill site.  Georgia law requires EPD approval of the
environmental aspects of the redevelopment plan prior to the
transfer of title to the Developer.

Anthony Schnelling, the Managing Director of Bridge Associates,
LLC, and Edward E. Burr, President and CEO of LandMar Group, LLC,
each confirmed that the parties are making every effort to meet
the requirements of the EPD, so that the redevelopment of the mill
site can begin on the earliest date possible.  LandMar is also
actively pursuing local rezoning and entitlements for the
redevelopment from the City of St. Marys and the Georgia DNR.

Mr. Burr, speaking for LandMar, stated that the company remains
committed to meeting the regulatory prerequisites and to
completing the formulation of its redevelopment plan as soon as
development standards are confirmed by the EPD, consistent with
Georgia's Brownfield law.

"LandMar is committed to a high-quality redevelopment of this
excellent site that meets or exceeds the EPD's standards for
health and safety.  The additional time is necessary to allow
adequate planning to achieve these goals and to bring forward the
best possible approach to redevelopment of this site.  LandMar's
vision is to create a true landmark property for St. Marys and the
region," Mr. Burr added.

                          About LandMar

LandMar Group LLC -- http://www.landmargroup.com/-- has been a  
leading community developer since 1987, creating some of Florida's
best communities.  Today, LandMar is expanding its leadership
position with a wide array of residential, commercial and mixed-
use offerings throughout the Southeast including Jacksonville,
Jacksonville Beach, Fernandina Beach, St. Augustine, Palm Coast,
New Smyrna Beach, Clermont, Tampa, Brooksville, Fort Myers, and
St. Marys, Georgia.

LandMar communities offer homesites, homes and condominiums in a
wide range of prices and feature a wealth of amenities including
several championship golf courses.  The company also develops
luxury condominiums focused on high amenity areas on oceanfront,
Intracoastal Waterway and riverfront locations.

                      About Durango Georgia

Based in St. Mary's, Georgia, Durango Georgia Paper Company --
http://www.durangopaper.com/-- was a nationally recognized   
bleached board and kraft paper producer in the U.S. offering
coast-to-coast and international service.  On Oct. 29. 2002,
creditors filed an involuntary chapter 7 petition against Durango.  
The Company filed for chapter 11 relief on Nov. 20, 2002 (Bankr.
S.D. Ga. Case No. 02-21669).  George H. Mccallum, Esq., at Stone &
Baxter, LLP, Kate D. Strain, Esq., at Hunter, Maclean, Exley &
Dunn, PC, and Neil P. Olack, Esq., at Duane Morris LLP, represent
the Debtor in its restructuring efforts.  Bridge Associates, LLC,
was appointed as Liquidating Trustee under the terms of a Plan of
Liquidation approved by creditors and confirmed by the Bankruptcy
Court in June 2004.


DYNEGY INC: Extends 4.75% Conv. Sub. Debentures Offering to May 15
------------------------------------------------------------------
Dynegy Inc. extended the expiration date of its offer to convert
and consent solicitation with respect to all of its outstanding
4.75% Convertible Subordinated Debentures due 2023.  As a result
of the extension, the offer to convert and consent solicitation
will expire at 5:00 p.m., New York City time, on May 15, 2006,
unless terminated or extended.  Holders that validly tender (and
do not withdraw) their debentures in the offer will receive for
each $1,000 principal amount of debentures

   (a) 242.6595 shares of Dynegy Class A common stock issuable
       upon conversion of the debentures,

   (b) a premium of $193.85 payable in cash and

   (c) accrued and unpaid interest from February 15, 2006 up to
       (but not including) the date of payment payable in cash,
       subject to the terms and conditions of the offer.

In connection with the offer, Dynegy is also soliciting consents
from the holders of the debentures to amend the indenture
governing the debentures.  The amendments would eliminate the
cross-default and cross-acceleration provisions contained in the
indenture.  Holders that validly tender (and do not withdraw)
their debentures in the offer will be deemed to have validly
delivered their consents to the proposed amendments.

The offer and consent solicitation is being made solely by means
of the prospectus contained in the registration statement, as
amended, and the prospectus supplement thereto, filed by Dynegy
with the SEC and the related letter of transmittal.  Debenture
holders are urged to read the prospectus (and prospectus
supplement thereto) and related materials filed as part of the
registration statement, as amended, as well as the tender offer
statement on Schedule TO, as amended, because they contain
important information.

As set forth in the prospectus (and prospectus supplement thereto)
forming a part of the registration statement, as amended, the
offer and consent solicitation is subject to specified conditions.  
Dynegy may waive any and all of the conditions to the offer and
consent solicitation, other than those relating to governmental
approvals.  Although Dynegy's acceptance of debentures for
conversion is not subject to any minimum tender condition, the
proposed indenture amendments will be effective only if Dynegy
receives valid consents from holders of a majority in aggregate
principal amount of the debentures.

Dynegy has retained Citigroup Global Markets Inc. to serve as
Dealer Manager for the offer and consent solicitation and Global
Bondholder Services Corporation to serve as the Information Agent.  
Requests for documents relating to the offer, including the
Prospectus and the Letter of Transmittal, may be directed to:

     Global Bondholder Services
     Telephone (212) 430-3774
     Toll Free (800) 470-4200

Dynegy has filed a registration statement with the SEC relating to
the offer and consent solicitation, which was declared effective
by the SEC on April 14, 2006.

Dynegy has been advised by the conversion agent for the offer that
the principal amount of debentures tendered as of 5:00 p.m., New
York City time, on May 1, 2006 was $225,000,000 or 100% of the
aggregate principal amount outstanding.

                        About Dynegy Inc.

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

                           *     *     *

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


EMPIRE RESORTS: Equity Deficit Tops $27 Million at December 31
--------------------------------------------------------------
Empire Resorts, Inc., filed its consolidated financial statements
for the year ended Dec. 31, 2005, with the Securities and Exchange
Commission on March 30, 2006.

The company reported a $20,078,000 net loss applicable to its
common stockholders on $86,764,000 of net revenues for the year
ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $57,245,000
in total assets and $84,460,000 in total liabilities, resulting in
a $27,215,000 stockholders' equity deficit.

The company's Dec. 31 balance sheet also showed strained liquidity
with $16,178,000 in total current assets available to pay
$19,460,000 in total current liabilities coming due within the
next 12 months.

"The fourth quarter showed further growth in our core operations
and progress in our path towards profitability, reflecting on
these results, David Hanlon, CEO and president, commented.

"While we felt it necessary to take a charge of $11.9 million in
the period related to certain development projects, the company,
excluding such non-cash write-offs, achieved operating income in
the fourth quarter.

"We are also pleased to have entered into arbitration with our
horsemen earlier this year, and we expect to have a resolution
reached soon.

"In terms of our casino plans at Monticello, we continue to await
feedback from the Bureau of Indian Affairs.  We anticipate a
meeting with the Bureau of Indian Affairs in the near future,
during which our partners, the St. Regis Mohawk Tribe, will be
given a list of items requiring additional review to complete the
environmental impact assessment.  

"We look forward to discussions with the BIA and moving forward
with our plans to bring a world-class Native American casino to
the Catskills."

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?88e

                      About Empire Resorts

Empire Resorts, Inc. -- http://www.empireresorts.com/-- operates  
the Monticello Raceway and is involved in the development of other
legal gaming venues.  Empire's Mighty M Gaming facility features
over 1,500 video gaming machines and amenities including a
350-seat buffet and live entertainment.  Empire is also working to
develop a $500 million "Class III" Native American casino and
resort on a site adjacent to the Raceway and other gaming and
non-gaming resort projects in the Catskills region and other
areas.

At Dec. 31, 2005, the company's stockholders' equity deficit
widened to $27,215,000 from a $14,992,000 equity deficit at
Dec. 31, 2004.


ENTERGY NEW ORLEANS: Wants to Assume Amended Chaparral Contract
---------------------------------------------------------------
Entergy New Orleans, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana for authority to assume the amended
Chaparral Contract.

                      Chaparral Contract

ENOI owns and operates natural gas pipeline facilities along U.S.
Highway 90 east of Chef Menteur Pass, in Orleans Parish,
Louisiana.  Chaparral Energy LLC produces natural gas in Orleans
Parish.

On Apr. 26, 2004, ENOI and Chaparral entered into an Interconnect
Agreement for Chaparral to connect with ENOI's natural gas
pipeline facilities within the Metering Property to deliver
natural gas to ENOI.  The Chaparral Contract is effective for a
three-year term, through April 25, 2007, and continues month-to-
month thereafter unless terminated in accordance with its terms.

The Contract also provides that any gas delivered by Chaparral
through the Facilities is sold to ENOI only.  The gas that ENOI
has historically purchased from Chaparral has been resold by ENOI
to its gas distribution system customers and has not been used for
generating electricity.

In addition, ENOI is not required to purchase or receive any
quantity of natural gas, and Chaparral is not required to sell or
deliver any quantity of natural gas.

However, Hurricane Katrina damaged the Facilities.  Chaparral
offered to repair the Facilities at its sole cost, risk, and
liability.  On March 14, 2006, ENOI and Chaparral amended the
Chaparral Contract to provide for Chaparral's repair of the
Facilities.  The parties agreed that ENOI is not in default of the
Agreement.

                      Need for the Contract

Nan Roberts Eitel, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, LLP, in Washington, DC, asserts that assumption
of the Amended Chaparral Contract provides ENOI with the
flexibility to meet its potential future needs for natural gas in
a changing environment.

Given that the Chaparral Contract does not obligate ENOI to
purchase Chaparral's natural gas, assumption does not obligate
ENOI to incur any administrative expense.  Similarly, assumption
now does not present the risk that any future breach by ENOI would
give rise to a claim for postpetition damages for breach,
Ms. Eitel says.

                     About Entergy New Orleans

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Apache Agrees to Pay Part of Repair Costs
--------------------------------------------------------------
In March 1995, New Orleans Public Service, Inc., and Aquila Energy
Resources Corporation entered into a contract for the purchase of
gas from the Rigolets Field in New Orleans East.  Apache
Corporation acquired the Rigolets Field from Aquila.  

The Apache Contract obligated Entergy New Orleans Inc. as
successor-in-interest to NOPSI, to purchase up to 15,000 MMBtu of
gas per day.  However, the prepetition daily average actually
produced by Apache was only 2,800 MMBtu.  

The purchased gas is transported from the Rigolets Field into the
City of New Orleans on pipeline and other related facilities owned
by ENOI.  One of the key components of ENOI's transportation and
delivery network is City Gate Number 9 and the Alligator Point
Platform.  Currently, Apache has no other means to deliver gas to
ENOI except on ENOI's pipeline and related facilities.

Both City Gate Number 9 and the Alligator Point Platform suffered
damages from Hurricanes Katrina and Rita.  New Orleans East was
also particularly hit by the Hurricanes.  Repairs on City Gate
Number 9 have begun, but are not yet complete as of this time.  
The Alligator Platform is inaccessible, and ENOI only have aerial
surveillance and visual inspections from a boat.  

ENOI believe that the pipeline between the Rigolets Field and
Alligator Point is undamaged, but that cannot be confirmed until
the Alligator Point Platform will become accessible.  

Because of the damage to its transportation and delivery system in
September 2005, ENOI notified Apache of the force majeure events
that would prevent it from performing under the Apache Contract,
including receiving delivery of any Apache gas.

ENOI estimates that the cost to repair the subject facilities in
order to accept delivery of Apache's gas is $150,000 to $200,000.

After engaging in negotiations, ENOI and Apache agree that:

   (a) Apache will pay $90,000, for the repairs of Alligator
       Point Platform and $125,000, for repairs of City Gate
       Number 9;

   (b) if additional repairs are needed to permit ENOI to receive
       gas from the Rigolets Field, Apache has the right, but not
       the obligation, to make those repairs at its cost;

   (c) upon completion of the repairs, ENOI will resume natural
       gas purchases under the Apache Contract in accordance with
       its existing terms, except that Apache will not require
       any additional financial security from ENOI as long as
       ENOI pays it invoices as they become due; and

   (d) a decision on assumption or rejection of the Apache
       Contract will be deferred until the confirmation of a plan
       of reorganization.

Accordingly, the Debtor asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to approve its settlement agreement
with Apache.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 15; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


F.G. METALS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: F.G. Metals, Inc.
        7503 124th Avenue North
        Largo, Florida 33773

Bankruptcy Case No.: 06-02108

Debtor affiliates filing separate chapter 11 petitions:

      Entity                              Case No.
      ------                              --------
      Metalfab of the Southwest, Inc.     06-02109

Type of Business: The Debtor manufactures and installs various
                  types of metal roofing systems for buildings.
                  See http://www.fgmetals.com

Chapter 11 Petition Date: May 3, 2006

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtors' Counsel: Scott A. Stichter, Esq.
                  Stichter, Riedel, Blain & Prosser, P.A.
                  110 East Madison Street, Suite 200
                  Tampa, Florida 33602-4700
                  Tel: (813) 229-0144
                  Fax: (813) 229-1811

                        Estimated Assets     Estimated Debts
                        ----------------     ---------------
F.G. Metals, Inc.       $1 Million to        $1 Million to
                        $10 Million          $10 Million

Metalfab of the         $100,000 to          $1 Million to
Southwest, Inc.         $500,000             $10 Million

Debtors' Consolidated List of 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Insco-Dico                                $425,000
17780 Fitch, Suite 200
Irvine, CA 92614

Developers Surety and Indemnity Co.       $366,762
c/o Louis White
17780 Fitch, #200
Irvine, CA 92614

Internal Revenue Service                  $350,000
Bankruptcy Section
400 West Bay Street, Suite 35045
Jacksonville, FL 32202-4437

Berridge Mfg. Co.                         $172,039

CAN Insurance                             $124,610

Bradco Supply Corp                        $110,121

National Stabilization Agreement           $90,000

Sheet Metal Workers Local                  $76,000

Ring Power Corp.                           $63,031

Sheet Metal Workers National               $48,000

Morin Corporation                          $44,935

Jack Rice Insurance                        $43,739

N.B. Handy Company                         $25,959

Mike Hennessy                              $25,000

All Area Roofing                           $18,640

First Florida Business Consult             $15,413

Premium Steel Sales, LLC                   $13,500

McElroy Metal, Inc.                        $12,370

Kelley Equipment Co. of Florida            $10,995

Wagner Bonding & Insurance                  $8,752


FOAMEX INTERNATIONAL: Exclusive Periods Extended Until June 16
--------------------------------------------------------------
The U.S Bankruptcy Court for the District of Delaware extended
Foamex International Inc., and its debtor-affiliates' exclusive
periods to file a plan of reorganization and solicit acceptances
for that plan through and including June 16, 2006.

The Ad Hoc Committee's objection to the extension of the plan
filing and solicitation periods was resolved.  The parties
disclosed the terms of the settlement in open court.

As previously reported, Foamex International Inc., and its debtor-
affiliates asked the U.S. Bankruptcy Court for the District of
Delaware to extend their exclusive solicitation period until
Aug. 15, 2006, and, to the extent it did not expire by operation
of law on Jan. 17, 2006, extend their exclusive period to file a
chapter 11 plan through Aug. 15, 2006.

Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP,
in Wilmington, Delaware, told the Court that there is still more
work to be done before the Plan can be finalized

                     Ad Hoc Committee Objects

In February 2006, the Ad Hoc Committee of Senior Secured
Noteholders, the Official Committee of Unsecured Creditors, Steel
Partners II, LP, and the Debtors have reached an agreement in
principle on the economic terms of a consensual plan of
reorganization that would achieve the goals of the Debtors'
reorganization, John H. Knight, Esq., at Richards, Layton &
Finger, PA, in Wilmington, Delaware, relates.

However, the Debtors chose to withdraw from the agreement, and
instead sought a five-month extension of the exclusive period
within which only they can file a plan.

The Debtors have also announced in a March 14, 2006 hearing that
they need to obtain assistance from Alvarez & Marsal Business
Consulting LLC to review and validate their business projections
and assumptions.  The Debtors clarified that any projections
previously provided were no longer valid and would have to be
disregarded.

Since then, the Debtors have made no substantive move towards the
development or finalization of the terms of a plan, Mr. Knight
notes.

Accordingly, the Ad Hoc Committee asked the Court to deny the
Debtors' extension request.

By seeking an extension, the Debtors' Board of Directors is
holding its creditors hostage while it pursues its own as yet
undisclosed agenda, Mr. Knight claimed.  In addition, the Debtors
have continued to squander the opportunity to promptly emerge from
Chapter 11 by delaying negotiations, preparation and filing of a
plan, Mr. Knight said.

Mr. Knight told the Court that an extension of the Exclusive Plan
Filing Period will add interest of more than $3,000,000, to the
amount the Debtors owe to the Senior Secured Noteholders, thus
making it more difficult and expensive to secure plan funding.

                         Debtors Response

The Debtors asserted that their decision to adjourn the disclosure
statement hearing have been quite helpful, not harmful, to their
pursuit of a fully consensual plan.

According to the Debtors, the Disclosure Statement hearing has
been adjourned on consent of all the parties, including the Ad
Hoc Committee, to allow the parties to pursue a fully consensual
plan without the distraction of simultaneously having to prepare
for litigation.

According to Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the Debtors' excellent
performance in the last five months -- punctuated by the
approximately 58% increase over forecast in their EBITDA for
February 2006 -- suggests that the recoveries negotiated as part
of the "agreement in principle" may no longer be supportable.

"The Debtors cannot and, indeed, will not, know for sure whether
the 'agreement in principle' or some variant of it is worth
pursuing until they finish updating their projections for 2006 and
beyond to incorporate the trends from the last five months,"
Ms. Morgan said.

Ms. Morgan argued that the Debtors have done what any responsible
fiduciary in their position would -- wait until they can better
understand how the five-month trend impacts their business plan
and projections for the remainder of 2006 and beyond.

The Debtors intend to utilize the time extension to evaluate the
results of Alvarez & Marsal's work.  Ms. Morgan says the delay on
Alvarez & Marsal's work was caused by the Committee and Steel
Partners' objections to Alvarez & Marsal's employment.

The Debtors argued that the Court should not give the Ad Hoc
Committee, Steel Partners and the Committee a co-extensive right
to file a plan.

The Debtors are the only parties that represent the interests of
all stakeholders, Ms. Morgan insisted.  If the Ad Hoc Committee is
given co-exclusivity rights, only the interests of the Ad Hoc
Committee and those whom it represents would be served.  Thus, the
Debtors believe that it is important that they continue as the
plan gatekeeper and "peace broker" among their varied
stakeholders.

                          About Foamex

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INTERNATIONAL: Court Extends Removal Period to July 14
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware further
extended until July 14, 2006, the period within which Foamex
International Inc., and its debtor-affiliates can file notices of
removal with respect to prepetition civil actions.  

The Debtors are parties to various actions currently pending in
different state and federal tribunals.  Since the Petition Date,
the Debtors have been primarily focused on stabilizing their
postpetition operations, and negotiating and developing a
consensual Plan of Reorganization with their major creditor
constituencies.  

To date, the Debtors have not had adequate time to fully
investigate and evaluate all of the Actions to determine whether
removal is appropriate, Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, says.

An extension will give the Debtors more time to make fully
informed decisions concerning removal of each action and will
assure that the Debtors do not forfeit valuable rights, Ms.
Morgan asserts.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: CFO Douglas Ralph to Step Down Effective May 12
-------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Foamex International Inc. discloses that on April 7,
2006, K. Douglas Ralph resigned as the Company's executive vice
president and chief financial officer.

Mr. Ralph's resignation, which was in mutual agreement with the
Company, will be effective May 12, 2006.

According to Gregory Christian, chief restructuring officer of
Foamex International, the Company has commenced a search for Mr.
Ralph's successor.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FRUIT OF THE LOOM: Court Allows Trust to Make Final Distribution
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
The Unsecured Creditors' Trust, successor-in-interest to Fruit of
the Loom, Inc., and its debtor-affiliates, to make final
distributions to holders of Class 4A Unsecured Claims.

The Court further approved the Creditor Trust's request to
discharge Clingman & Hanger Management Associates, LLC, the Trust
Administrator, the Unsecured Creditors Trust Advisory Committee
and their members, employees, agents, representatives and
professionals after the Trust dissolution.

As reported in the Troubled Company Reporter on Feb. 23, 2006, the
Trust was created under the Debtors' Third Amended Joint Plan
of Reorganization.  The Trust took charge of completing the claims
analysis and objection process for Class 4A Unsecured Claims and
calculating and implementing distributions of trust assets to
holders of those claims.  There were 3,450 claims in Class 4A as
of the Plan's Effective Date.  The Trust had $2 million on that
date for distribution and was given until April 30, 2006, to
complete its work.

David B. Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, told the Court that the Trust has made three interim
distributions to date.  The first interim distribution for 3.9297%
of the allowed Class 4A Unsecured Claims was made on
Oct. 30, 2002.  The second interim distribution for 4.5446% was
made on July 30, 2003.  The third interim distribution for 2.1000%
was made on March 30, 2005.  

The Trust wanted to make a final distribution in the amount of
0.9182% of the amount of each allowed claim, for a total
distribution of 11.4925% to holders of Class 4A claims.   

The Trust also wanted to establish a $100,000 reserve account for
the payment of fees and expenses related to the dissolution of the
Trust, including the preparation of final report and accounts.  
Any amounts remaining in the Reserve Account after dissolution
will be contributed to a charitable organization pursuant to the
Trust.     

The Trust also wanted to dissolve after completing the final
distribution.

                     About Fruit of the Loom

Headquartered in Chicago, Illinois, Fruit of the Loom, Inc., is a
leading international, vertically integrated basic apparel
company, emphasizing branded products for consumers ranging from
infants to senior citizens.  The Company and its debtor-affiliates
filed for chapter 11 protection on Dec. 29, 1999 (Bankr. D. Del.
Case No. 99-04497).  Aaron A. Garber, Esq., at Pepper Hamilton LLP
and Donald J. Detweiler, Esq., at Saul Ewing LLP represent the
Debtors.  When the Debtors filed for protection from their
creditors, they listed $2,283,700,000 in total assets and
$2,495,200,000 in total debts.  The Court confirmed the Debtors'
Third Amended Joint Plan of Reorganization on April 19, 2002,
under which Berkshire Hathaway purchased substantially all of the
company's assets.  The Plan took effect on April 30, 2002.  The
Plan also allowed for the creation of The Unsecured Creditors'
Trust that was charged with completing the claims analysis and
objection process for Class 4A Unsecured Claims and implementing
distributions of trust assets to holders of those claims.


GEORGE GONZALEZ: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: George P. Rivera Gonzalez
        P.O. Box 360653
        San Juan, Puerto Rico 00936

Bankruptcy Case No.: 06-01344

Type of Business: The Debtor filed for chapter 11 protection
                  on November 24, 2003 (Bankr. D. Puerto Rico,
                  Case No. 03-12871).

Chapter 11 Petition Date: May 3, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Jacqueline Hernandez Santiago, Esq.
                  P.O. Box 366431
                  San Juan, Puerto Rico 00936-6431
                  Tel: (787) 751-1836

Total Assets: $15,180,000

Total Debts:  $2,286,094

Debtor's 6 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Banco Popular De Puerto Rico     Personal Loan          $36,535
Card Products Division
P.O. Box 70100
San Juan, PR 00936

First Bank                       Personal Loan          $35,197
P.O. Box 13817
San Juan, PR 00908-3817

CRIM                             Unsecured Taxes        $20,000
P.O. Box 195387
San Juan, PR 00919-5387

Departamento De Hacienda         Unsecured Taxes        $10,000

Coop A/C Manati                  Personal Loan           $8,000

Island Finance                   Personal Loan           $2,800


GSRPM MORTGAGE: Moody's Puts Ba1 Rating on Class B-4 Certificates
-----------------------------------------------------------------
Moody's Investors Service assigned an Aaa rating to the senior
certificates issued by GSRPM Mortgage Loan Trust Series 2006-1,
and ratings ranging from Aa2 to Ba1 to the subordinate
certificates in the deal.

The securitization is backed by Ameriquest Mortgage Company, Bank
of America, National Association, WMC Mortgage Corp., Household
Financial Services, Inc. and other loan sellers originated
adjustable-rate and fixed-rate sub-performing and re-performing
mortgage loans acquired by Goldman Sachs Mortgage Company.

The ratings are based primarily on the credit quality of the loans
including payment velocities, and on the protection from
subordination, excess spread, overcollateralization, and an
interest rate swap agreement.  Moody's expects collateral losses
to range from 7.35% to 7.85%.

Litton Loan Servicing LP will service the loans.  Moody's assigned
Litton Loan Servicing LP its top servicer quality rating as a
special servicer.

The Complete Rating Actions:

Issuer: GSRPM Mortgage Loan Trust Series 2006-1

   * Cl. A-1, Assigned Aaa
   * Cl. A-2, Assigned Aaa
   * Cl. A-3, Assigned Aaa
   * Cl. M-1, Assigned Aa2
   * Cl. M-2, Assigned A2
   * Cl. B-1, Assigned Baa1
   * Cl. B-2, Assigned Baa2
   * Cl. B-3, Assigned Baa3
   * Cl. B-4, Assigned Ba1


HARTVILLE GROUP: BDO Seidman Raises Going Concern Doubt
-------------------------------------------------------
BDO Seidman, LLP, raised substantial doubt about the ability of
Hartville Group, Inc., to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2004, and 2005.  The auditing firm pointed to
the company's recurring losses from operations, substantial
accumulated deficit, and impending due dates of some material
financial obligations.

Hartville Group, Inc., filed its consolidated financial statements
for the year ended Dec. 31, 2005, with the Securities and Exchange
Commission on March 30, 2006.

The company reported a $8,017,062 net loss on $136,797 of total
reinsurance income for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $9,417,651 in
total assets, $3,942,431 in total liabilities, and $5,475,220 in
total stockholders' equity.

                       ASPCA(R) Partnership

On Feb. 23, 2006, Hartville entered into a three-year strategic
partnership with the American Society for the Prevention of
Cruelty to Animals(R) as the preferred provider of pet insurance
to the ASPCA's one million-plus supporters.

"Since joining the Company in April of 2005, we have instituted a
series of corporate initiatives designed to prepare Hartville for
profitable future growth," Dennis Rushovich, the Company's chief
executive officer, commented.

"We eliminated unprofitable marketing programs, significantly
improved our operating infrastructure and customer service
capabilities, revamped and enhanced our financial reporting,
initiated spending control policies and stabilized our
relationship with our bondholders.

"Additionally, our new relationship with the American Society for
the Prevention of Cruelty to Animals(R), is a significant
partnership which we expect to drive an increase in policies sold
in 2006 and beyond as we validate our product and expand our
marketing efforts.

"We now have a more streamlined organization, appropriate
financial discipline focused on profits, and a significantly
upgraded marketing team and strategy to build consumer awareness
for pet insurance.  We believe these factors should enable us to
capitalize on the large and under penetrated market of uninsured
pets."

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?88c

                   About Hartville Corporation

Hartville Group, Inc. -- http://www.hartvillegroup.com/-- is a  
holding company whose wholly owned subsidiaries include Hartville
Re Ltd. and Petsmarketing Insurance.com Agency, Inc.  Hartville is
a reinsurance company that is registered in the Cayman Islands,
British West Indies.  Hartville was formed to reinsure pet health
insurance that is being marketed by the Agency.  The Agency is
primarily a marketing/administration company concentrating on the
sale of its proprietary health insurance plans for domestic pets.
Its business plan calls for introducing its product effectively
and efficiently through a variety of distribution systems. The
Company accepts applications, underwrites and issues policies.


HEXION SPECIALTY: S&P Rates Proposed $1.675 Billion Sr. Loan at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and
its recovery rating of '3' to Columbus, Ohio-based Hexion
Specialty Chemicals Inc.'s proposed $1.675 billion senior secured
term loan and synthetic letter of credit facilities, based on
preliminary terms and conditions.  The rating on the proposed
credit facilities is the same as the corporate credit rating; this
and the recovery rating of '3' indicate that bank lenders can
expect meaningful (50% to 80%) recovery of principal in the event
of a payment default.

The rating on the existing $225 million revolving credit facility
was lowered to 'B+' with a recovery rating of '3', from 'BB-' with
a recovery rating of '1', to reflect the similar security package
as the new term loan and synthetic letter of credit facility.

The ratings on the existing senior second secured notes were
raised to 'B', with a recovery rating of '3', from 'B-' with a
recovery rating of '5'.  The ratings on the senior second secured
notes reflect the amount of priority claims of the revolving
facility and the first-lien term loan lenders.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Hexion and revised the outlook to stable from
negative.

"The outlook revision recognizes a slightly better than expected
operating performance over the past year, the potential for
material cash flow generation once the company completes the
integration of the merged predecessor companies and begins to
realize a modest level of synergies, an improved debt maturity
profile, and expectation of the successful completion of an IPO,"
said Standard & Poor's credit analyst George Williams.

The IPO is expected to provide about $100 million of proceeds to
the company for debt reduction, with the balance representing a
secondary offering of shares by existing owners.  In addition, the
new term loan facility will allow Hexion to improve its capital
structure, with proceeds used to repurchase more expensive debt.
Finally, although Apollo Management L.P. will continue to control
about 70% of Hexion's outstanding common stock, the risks of
additional large dividends to shareholders will be diminished by
the broader ownership.

The ratings on Hexion reflect a highly leveraged financial
profile, a very aggressive financial policy, and a weak business
risk profile as a global manufacturer and marketer of thermoset
resins.  Hexion was created by the merger of Borden Chemical Inc.
(including Bakelite AG), Resolution Specialty Materials LLC, and
Resolution Performance Products LLC.  The combination created one
of the largest specialty chemical companies in North America with
a diversified product portfolio, technology base, end market sales
and geographic sales base.  During the next few years, we expect
management to balance capital spending, integration efforts, and
modest expansion efforts so that some debt reduction can be
achieved, thus maintaining key financial ratios at appropriate
levels for the ratings.


HUMANA INC: Moody's Outlook on Low-B Ratings is Negative
--------------------------------------------------------
Moody's Investors Service assigned provisional ratings to Humana
Inc.'s new shelf registration.  This new shelf registration
replaces Humana's previously filed shelf registration, which had
$300 million of available securities remaining.

The ratings on the old shelf have been withdrawn but existing
securities issued from the shelf program remain outstanding and
remain rated.  Humana maintains its shelf for general corporate
purposes, including debt refinancing.  The outlook on all the
shelf ratings is negative.

On Dec. 20, 2005, Moody's affirmed Humana's ratings and changed
the outlook on the ratings to negative.  The negative outlook
reflects the company's recently announced aggressive Medicare
strategy and its underperforming commercial segment.

Moody's assigned the following provisional ratings with a negative
outlook:

Humana Inc.

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

Humana Inc., based in Louisville, KY, is a provider of health and
life insurance products primarily to group customers.  As of March
31, 2006, the company reported consolidated GAAP revenues of
approximately $4.7 billion, shareholders' equity of approximately
$2.6 billion, and medical enrollment as of March 31, 2006 of over
7 million members.


INFINITE GROUP: Equity Deficit Widens to $3.2 Million at Dec. 31
----------------------------------------------------------------
Infinite Group, Inc., filed its financial results for the year
ended Dec. 31, 2005, with the Securities and Exchange Commission
on Mar. 31, 2006.

For the year ended Dec. 31, 2005, the company reported $34,146 of
net income on $8.5 million of net revenues compared to $577,981 of
net income on $5.8 million of net revenues in 2004.

At Dec. 31, 2005, the company's balance sheet showed total assets
of $1.6 million and total debts of $4.7 million.  As of Dec. 31,
2005, the Company's equity deficit widened to $3.2 million from a
$3.0 million deficit at Dec. 31, 2004.

A full-text copy of Infinite Group's Annual Report for the year
ended Dec. 31, 2005, is available for free at:

               http://researcharchives.com/t/s?890

Headquartered in Warwick, Rhode Island, Infinite Group, Inc. --
http://www.us-igi.com/-- is a leading systems integrator  
providing custom and enterprise solutions for commercial and
government clients.  The company's solutions portfolio includes
Business and Technology Strategy Development, Enterprise
Application Implementation, Network Services, Web Services, and
Integrated Biometric Solutions.


J.A. JONES: Court Extends Claims Objection Deadline to Sept. 29
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina extended, until Sept. 29, 2006, the time within which
J.A. Jones, Inc., and its debtor-affiliates may file objections to
claims.

John R. Miller, Jr., Esq., at Rayburn Cooper & Durham, P.A., in
North Carolina, tells the Court that the Debtors need time after
the Claims Objection Deadline, which is on June 30, 2006, to
review and determine the validity of Class 6 and Class 10 claims.  
In addition, the Liquidating Trustee has requested a further
extension of time to object to claims through July 25, 2006.

Headquartered in Charlotte, North Carolina, J.A. Jones, Inc., is a
subsidiary of insolvent German construction group Philipp Holzmann
and a holding company for several US construction firms.  The
Debtors filed for chapter 11 protection on September 25, 2003
(Bankr. W.D. N.C. Case No. 03-33532).  John P. Whittington, Esq.,
at Bradley Arant Rose & White, LLP, and W. B. Hawfield, Jr., Esq.,
at Moore & Van Allen represented the Debtors in their
restructuring.  When the Debtors filed for protection from its
creditors, they listed debs and assets of more than $100 million
each.  On Aug. 19, 2004, the United States Bankruptcy Court for
the Western District of North Carolina approved the Third Amended
and Restated Joint Plan of Liquidation of J.A. Jones and certain
of its debtor-subsidiaries.  The Plan took effect on Sept. 28,
2004.


KANSAS CITY SOUTHERN: S&P Junks Preferred Stock Ratings
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its preferred stock
ratings on Kansas City Southern to 'C' from 'CCC'.  The ratings
remain on CreditWatch with negative implications, where they were
initially placed on March 23, 2006; ratings were lowered on
April 4 and maintained on CreditWatch.
     
At the same time, Standard & Poor's withdrew its rating on
subsidiary Kansas City Southern Railway Co.'s old bank credit
facility, which was replaced by a new credit facility on April 28,
2006.  Standard & Poor's assigned its 'BB-' rating and a recovery
rating of '1' to the new credit facility on April 26, 2006.  The
rating on the new credit facility is on CreditWatch with negative
implications, along with all other Kansas City Southern (B/Watch
Neg/--) ratings.
      
"The preferred stock downgrade reflects our expectation that
Kansas City Southern will not make the preferred dividend payments
due in mid-May 2006 because of bond indenture covenant
restrictions," said Standard & Poor's credit analyst Lisa Jenkins.
     
At Dec. 31, 2005, Kansas City Southern failed to meet the
consolidated coverage ratio (EBITDA to interest expense) threshold
of 2.00:1 included in its bond indentures.  The company has stated
that it expects to remain below this threshold until the end of
the third quarter of 2006.  Failure to meet this threshold limits
its ability to pay cash dividends and to incur additional debt
(except to repay existing debt.)  Once the dividend payments are
missed, the ratings on the preferred stock will be lowered to 'D'.  

Kansas City Southern called for a shareholder meeting in late
March 2006 to vote on a proposed amendment to terms of its 4.25%
redeemable cumulative convertible preferred stock, series C, to
allow for the payment of dividends in stock (the current terms
allow only for payment of dividends in cash), but the meeting
was adjourned due to failure to achieve a quorum.  While the
company is allowed to pay stock dividends on its 5.125% cumulative
convertible perpetual preferred stock, series D, it cannot do so
unless it can also pay dividends on the series C preferred stock.


KMART CORP: Trade Creditors Sell Claims Exceeding $114,227,955
--------------------------------------------------------------
From Jan. 6, 2004, to Jan. 12, 2006, the Clerk of Court for the
U.S. Bankruptcy Court for the Northern District of Illinois
recorded over 90 claim transfers, aggregating more than
$114,227,955.

The transfers include:

  Original Claimant         Transferee                     Amount
  -----------------         ----------                     ------
  A&R Knitwear Co., Inc.    Contrarian Funds LLC         $981,473

  Bell Sports Inc.          SPCP Group LLC              3,307,556

  Bluff Retail              Seminole Mall                   4,452
  Associates LP             Acquisition LLC

  Del Laboratories Inc.     Contrarian Funds LLC        2,880,000

  Epson America Inc.        Contrarian Funds LLC          255,728

  Florida Power &           Fireman's Fund              1,539,250
  Light Company             Insurance Company

  Gore Bros. Inc.           Brookings Limited              98,893
                            Partnership

  Greased Lightning         Contrarian Funds LLC          194,631
  International Inc.

  Hub Group Distribution    Contrarian Funds LLC          450,542
  Services

  Johnson City              BNY Trust Company of          620,722
  Tennessee Realty LLC      Missouri

  Monessen Hearth           Contrarian Funds LLC          745,632
  Systems

  Next Factors Inc.         NF Capital Inv                582,033

  OZ Master Fund, Ltd.      Oz Special Master Fund Ltd. 2,010,575

  OZF Credit Opportunities  Oz Special Master Fund Ltd.   655,573
  Master Fund Ltd.

  OZF Credit Opportunities  Oz Special Master Fund Ltd.   707,299
  Master Fund II Ltd.

  Paris Presents Inc.       Merrill Lynch Credit        7,267,620
                            Products LLC

  Polaroid Corporation      Goldman Sachs Credit        4,005,000
                            Partners LP

  Recreational Water        Contrarian Funds LLC          589,209
  Products Inc.

  Saltru Associated         Alpine Associates          16,522,956
  Joint Venture

  St. Charles Partners      The Chase Manhattan Bank      318,842

  U.S. Bank National        Alpine Associates           2,525,787
  Association

  US Security               Contrarian Funds LLC          179,160
  Associates Inc.

In addition, Oz Special Master Fund Ltd. transferred claims to:

    * OZF Credit Opportunities Master Fund, Ltd. for $16,341,775;

    * OZF Credit Opportunities Master Fund II, Ltd. for
      $13,744,517; and

    * OZ Master Fund, Ltd. for $37,698,730.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 109; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Assigning 20 Leases to PLVTZ LLC
---------------------------------------------
PLVTZ, LLC, and the Pride Capital Group, doing-business-as Great
American Group, as purchasers of substantially all of Levitz Home
Furnishings, Inc. and its debtor-affiliates' assets, provided the
Debtors with Lease Assumption Notices for 12 store leases.

The Debtors seek authority from the U.S. Bankruptcy Court for the
Southern District of New York to assume and assign these leases to
the Purchasers, and pay the cure amounts:

    Store#   Address         Landlord                Cure Amount
    ------   -------         --------                -----------
     10302   Brooklyn,       J.W. Mays, Inc.                  $0
             New York

     30301   Rosemead,       Glendon Way Associates,     $30,118
             California      c/o Primestor
                             Development

     30307   Hawthorne,      Primstor Development,       $12,567
             California      Inc., c/o Sherwood
                             Village, LLC

     30507   Murrieta,       Village Walk Retail,             $0
             California      L.P., c/o Aurthur
                             Pearlman Corporation

     30701   Tigard, Oregon  Krausz Enterprises &             $0
                             Krausz Puente, LLC

     40603   Las Vegas,      Nevso, L.L.C.                    $0
             Nevada

     40506   Tempe, Arizona  Commercial Net Lease        $46,301
                             Realty, Inc.

     10102   Holbrook,       Sun Lakes Plaza             $32,415
             New York        Associates

     10304   Brooklym,       Richard Sachs Interiors,   $107,979
             New York        Inc., c/o A.J. Richard &
                             Sons, Inc.

     10903   Valley Stream,  Green Acers Mall, L.L.C.    $75,211
             New York

     20502   Bronx,          Bay Plaza Community        $111,807
             New York        Center, LLC, c/o
                             Prestige Properties &
                             Development Co.

     40401   Concord,        R&B Heritage Investors,    $120,131
             California      LP, and Marina Square
                             Partners, LP, c/o Reynolds
                             & Brown

     30401   Anaheim,        Wohl/Anaheim LLC, c/o       $15,475
             California      Wohl Investment Company

     30101  Ontario,         Ontario Home Partners,      $49,320
            California       Ltd.

     30302  Cerritos,        Cerritos Best Plaza,       $116,493
            California       c/o Barco Real Estate
                             Management

     30204  San Dimas,       R&W San Dimas, LLC          $24,499
            California

     30206  Newhall,         Glendon Way Associates &    $57,177
            California       PETsMART, Inc.

     30402  Huntington       Freeway Industrial Park     $90,795
            Beach,           Huntley Associates
            California

     40602   Las Vegas,      Constantino Noval Nevada   $148,908
             Nevada          LLC, c/o American
                             Management Company

     40502   Mesa, Arizona   Krausz Puente, LLC, c/o     $40,641
                             The Krausz Companies,
                             Inc.

Richard H. Engman, Esq., at Jones Day, in New York, tells the
Court that the proposed assumptions and assignments provide the
Landlords with adequate assurance of future performance.

Constantino Noval Nevada, LLC, supports the Debtors' request to
assume and assign Store No. 40602 located at Las Vegas, Nevada.

The Court granted the Debtors' request as it relates to the leases
for Store Nos. 40602 and 40502.

                      Commercial Net Objects

Commercial Net Lease Realty, Inc., asserts that the cure amount
with respect to its lease is understated because it fails to
conform to the amount Commercial Net agreed upon with Levitz
Furniture of the Midwest, Inc., as tenant, and PLVTZ, LLC.

Commercial Net submits that as of May 1, 2006, the Cure Amount
will be $88,265, composed of these postpetition amounts:

    * $9,936 for October Stub Rent;

    * $461 in common area maintenance charges;

    * $39,358 in postpetition real estate taxes through April 30,
      2006; plus

    * $38,507 for May 2006 rent, including base rent, real estate
      taxes and sales tax.

Commercial Net explains that since rent is due on the first day
of each month pursuant to the Commercial Net Lease, the $88,265
Cure Amount is accurate.  Commercial Net is willing, however, to
accept a pro-rated Cure Amount as to the month of May 2006.

In particular, Commercial Net says, it would accept:

    -- a $49,757 cure amount, plus
    -- a $1,242 per diem amount,

for every day in May 2006, before the effective date of the
assumption and assignment of the Commercial Net Lease.

Commercial Net wants the Court to condition the assumption and
assignment of the CNLR Lease on Commercial Net being paid the
proper Cure Amount.

                         About Levitz Home

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


LEVITZ HOME: Court Allows AMEC to Terminate Remediation Contract
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
lifts the automatic stay to allow AMEC Earth & Environmental,
Inc., to terminate its Environmental Remediation Contract with
Levitz Home Furnishings, Inc., and its debtor-affiliates.  The
request for allowance and immediate payment of an administrative
claim is adjourned upon consent of the parties.

                        Remediation Contract

The Debtors and AMEC are parties to an environmental remediation
contract for continuing remedial operations pursuant to a
corrective action plan.  The Corrective Plan was intended to
fulfill requirements of the Arizona Department of Environmental
Quality Underground Storage Tank Section implemented by the
Debtors for petroleum soil and groundwater contamination caused by
a leaking underground storage tank incident at the former Levitz
Furniture store located at Phoenix, Arizona.

When the Debtors filed for Bankruptcy Protection, they owed AMEC
$88,046 for work performed prepetition pursuant to the Remediation
Contract.  AMEC engaged in negotiations early in the Chapter 11
cases, regarding the Debtors' intentions regarding the Contract.

The Debtors provided assurances to AMEC that it would continue to
pay for any postpetition services under the Remediation Contract,
Noel C. Burnham, Esq., at Montgomery, McCracken, Walker & Rhoads,
LLP, in Wilmington, Delaware, told the Court.

However, to date, the Remediation Contract has not been assumed
or rejected by the Debtors and was not part of the sale of assets
to PLVTZ, LLC and The Pride Capital Group, LLC.

Mr. Burnham noted that the Debtors also failed to pay for:

    * December invoices for $29,678, which are over 90 days past
      due;

    * a February 9, 2006 invoice for $2,075, which is over 45 days
      old; and

    * a March 20, 2006 invoice for $21,700, which was due on
      April 20, 2006.

Additionally, work in progress as of March 29, 2006, is $1,715,
and attorneys' fees and costs have been incurred with respect to
the request and collection on the account for $5,000.  AMEC
continues to accrue minimal monthly remediation charges of
approximately $9,000 per month for:

    -- remediation system equipment rental;

    -- City of Phoenix pre-treatment discharge reporting and
       coordination; and

    -- subcontractor management.

Recently, the Debtors' counsel informed AMEC that the Debtors
were administratively insolvent and did not know when they would
pay the outstanding balance in full.  Moreover, the Debtors'
counsel could not provide an explanation as to what the Debtors
intend to do regarding the Remediation Contract.

AMEC submits that it has suffered and continues to suffer undue
hardship and damages based on the Debtors' failure to pay
postpetition expenses.  The Debtors, on the other hand, continue
to reap the benefits of AMEC's continued performance.

Against this backdrop, AMEC asked the Court:

    (a) to lift the automatic stay to terminate the Remediation
        Contract; and

    (b) to compel the Debtors to immediately pay the outstanding
        amounts due under the Remediation Contract for $55,169,
        plus attorneys' fees and costs.

             Debtors Want to Walk Away From Contract

Nicholas M. Miller, Esq., at Jones Day, in New York, informed
Judge Lifland that the Debtors no longer conduct any business at
the Phoenix Store.  Accordingly, the Debtors' Remediation
Contract with AMEC no longer provides any benefit to the Debtors'
estates.

Since immediate rejection of the Remediation Contract is
appropriate, the Debtors sought the Court's authority to reject
the Contract effective as of April 6, 2006.

Mr. Miller noted that most or all unpaid amounts owed to AMEC are
either prepetition claims not entitled to administrative
priority, or are being paid by the Purchasers.

                           About Levitz Home

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


MAGNUM COAL: S&P Rates $260 Million Senior Secured Facility at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Magnum Coal Co. of Beaver, West Virginia.  The
outlook is stable.
     
At the same time, Standard & Poor's assigned its 'B' bank loan
rating and '1' recovery rating to Magnum Coal's $260 million
senior secured credit facility.  The credit facility is rated one
notch above the corporate credit rating, this and the '1' recovery
rating, indicate that lenders can expect full recovery of
principal in the event of a payment default.
     
"We expect coal markets to remain favorable in the intermediate
term," said Standard & Poor's credit analyst Dominick D'Ascoli.
"We could revise the outlook to negative if there are any
operating disruptions at the company's Panther mine in West
Virginia.  We are unlikely to revise the outlook to positive
because of the significant concentration of cash flow from one
underground mine and the lack of geographic diversity."
     
Magnum Coal lacks operating and geographic diversity and has a
difficult operating environment and aggressive financial leverage.
It does have a low-cost position at its key Panther mine, a
contractual revenue base, and good coal market conditions.
     
Magnum produced 19 million tons of coal in 2005 (less than 2% of
total U.S. production), pro forma for the purchase of some of the
eastern operations of Arch Coal Inc. (BB-/Stable/--) on Dec. 31,
2005.
     
The proposed $460 million senior secured credit facility
comprises:

   * a $40 million revolving credit facility;
   * a $200 million term loan; and
   * a $20 million letter of credit facility.


MERISTAR HOSPITALITY: Moody's Cuts Rating on Senior Notes to B3
---------------------------------------------------------------  
Moody's Investors Service lowered the senior unsecured ratings on
MeriStar Hospitality Operating Partnership, LP's notes to B3 from
B2.  The rating agency confirmed the ratings of MeriStar
Hospitality Corporation's senior subordinate debt at Caa1.  
MeriStar acquired by affiliates of The Blackstone Group, an
investment and advisory firm.  This concludes Moody's review. The
outlook is stable.

According to Moody's, the lower ratings reflect significant use of
secured debt and the considerably diminished claim of the
unsecured debt holders in the new capital structure.  In addition,
unencumbered assets are practically non-existent.

As a result of the tender and consent offer, most restrictive
covenants pertaining to the notes have been removed.  Furthermore,
given that MeriStar has been acquired by and merged into entities
controlled by the private entity, Blackstone, Moody's anticipates
considerably less transparency with respect to the financial and
operational aspects of the firm.

Moody's indicated that an upgrade of MeriStar's ratings is
unlikely given this strategic turn of events.  The ratings agency
expects to withdraw the ratings on the shelf registrations once
the REIT is delisted.

These ratings were lowered with a stable outlook:

    1) MeriStar Hospitality Operating Partnership, LP
       
       -- Senior unsecured to B3 from B2; senior unsecured shelf
          to (P)B3 from (P)B2 ; subordinate debt shelf
          to (P)Caa2 from (P)Caa1.

    2) MeriStar Hospitality Corporation]

       -- Senior unsecured shelf to (P)Caa1 from (P)B3;
          subordinate debt shelf to (P)Caa2 from (P)Caa1.

    3) MeriStar Hospitality Finance Corporation III
       
       -- Senior unsecured shelf to (P)Caa1 from (P)B3;
          subordinate debt shelf to (P)Caa2 from (P)Caa1.

The senior subordinated rating of MeriStar Hospitality
Corporation's convertible notes were confirmed at Caa1 with a
stable outlook.

In its last rating action pertaining to MeriStar, Moody's placed
the ratings under review for downgrade on February 22, 2006.

MeriStar Hospitality Corporation is a hotel REIT based in
Bethesda, Maryland, USA and owns 47 principally upper-upscale,
full-service hotels in major markets and resort locations with
14,404 rooms in 19 states and the District of Columbia.  MeriStar
owns hotels under such internationally known brands as Hilton,
Sheraton, Marriott, Ritz-Carlton, Westin, Doubletree and Radisson.

The Blackstone Group, a global private investment and advisory
firm with offices in New York, Atlanta, Boston, Los Angeles,
London, Hamburg, Mumbai and Paris, was founded in 1985.

Blackstone's real estate group has raised approximately $10
billion for real estate investing and has a long track record of
investing in office buildings, hotels and other commercial
properties.

In addition to Real Estate, The Blackstone Group's core businesses
include Private Equity, Corporate Debt Investing, Marketable
Alternative Asset Management, Mergers and Acquisitions Advisory,
and Restructuring and Reorganization Advisory.


MICROFIELD GROUP: Russell Bedford Raises Going Concern Doubt
------------------------------------------------------------
Russell Bedford Stefanou Mirchandani LLP in McLean, Virginia,
raised substantial doubt about the ability of Microfield Group,
Inc., to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the company's recurring losses and
difficulty in generating sufficient cash flow to meet its
obligations and sustain its operations.

Microfield Group, Inc., filed its consolidated financial
statements for the year ended Dec. 31, 2005, with the Securities
and Exchange Commission on April 6, 2006.

The company reported a $78,364,253 net loss on $57,935,035 of
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $55,241,347
in total assets, $27,337,400 in total liabilities, and $27,903,947
in total stockholders' equity.

The company's Dec. 31 balance sheet also showed strained liquidity
with $12,654,373 in total current assets available to pay
$18,352,556 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?887

Headquartered in Portland, Oregon, Microfield Group, Inc. --
http://www.microfield.com/-- is engaged in the arena of energy
related technology products and services.  Through its
subsidiaries, Microfield offers an array of new technologies for
energy production, distribution, and management.  Microfield also
offers services within other segments including data, telephony
and fire/life/security systems.  The company's strategic objective
is to grow its customer base and brand value to capitalize on
acquisition opportunities and strategic partnerships that broaden
its product and service offerings in the energy field.


MID-STATE RACEWAY: Completes Asset Sale to Vernon Downs
-------------------------------------------------------
Nevada Gold & Casinos, Inc. (AMEX:UWN) reported that Vernon Downs
Acquisition, LLC, completed the acquisition of Mid-State Raceway,
Inc.  Raceway operates Vernon Downs racetrack and is also the 100%
equity holder of Mid-State Development Corp., which operates a
hotel at Vernon Downs racetrack.

VDA is a limited liability company owned by American Racing and
Entertainment, LLC, a limited liability company in which Nevada
Gold NY, Inc. (a 98%-owned subsidiary of Nevada Gold & Casinos) is
a 40% member.  The other members of American Racing are Southern
Tier Acquisitions II, LLC, TrackPower, Inc. and Oneida
Entertainment, LLC, each of which has a membership interest of
20%.  American Racing was formed to develop Tioga Downs Raceway,
located in Nichols, New York and to pursue the acquisition of
Vernon Downs Raceway from Chapter 11 bankruptcy.

H. Thomas Winn, Chairman and CEO of Nevada Gold & Casinos, Inc.,
commented, "We are thrilled to have completed this acquisition,
enabling us to move forward with the redevelopment and expansion
of Vernon Downs' facilities.  We look forward to working with our
partners to bring an exciting and greatly improved entertainment
facility to the region."

Nevada Gold & Casinos, Inc. develops and operates gaming, lodging
and entertainment facilities in Colorado, California, Oklahoma,
and New Mexico.

Headquartered in Vernon, New York, Mid-State Raceway, Inc., dba
Vernon Downs -- http://www.vernondowns.com/-- operates a
racetrack, restaurant and gaming resort.  The Company and its
debtor-affiliate filed for chapter 11 protection on August 11,
2004 (Bankr. N.D.N.Y. Case No. 04-65746).  Lee E. Woodard, Esq.,
at Harris Beach LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection, they listed
estimated debts of $10 million to $50 million but did not disclose
its assets.


MUSICLAND HOLDING: Panel Taps Giuliani Capital as Fin'l Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Musicland Holding
Corp. and its debtor-affiliates asks the U.S. Bankruptcy Court for
the Southern District of New York's for permission to retain
Giuliani Capital Advisors LLC as its financial advisor, nunc pro
tunc to January 20, 2006.

The Committee believes that Giuliani Capital are thoroughly
familiar with and experienced in Chapter 11 matters and have
served as advisors for creditors' committees and debtors in many
other Chapter 11 cases.

The Committee anticipates that Giuliani Capital will provide
financial advisory services as needed throughout the course of the
Debtors' Chapter 11.

Giuliani Capital will:

   a. advise the Committee regarding:

      -- the Debtors' business plans, cash flow forecasts,
         financial projections and cash flow reporting;

      -- available capital restructuring, sale and financing
         alternatives including but not limited to a DIP
         facility, including recommending specific courses of
         action and assisting with the design, structuring and
         negotiation of alternative restructuring and transaction
         structures;

      -- financial information prepared by the Debtors and in
         its coordination of communication with interested
         parties and their advisors;

      -- preparation for, meeting with, and presenting
         information to interested parties and their advisors;

      -- the development of a plan of reorganization for the
         Debtors and negotiation with parties-in-interest or in
         the sale of a portion or substantially all of the assets
         of the Debtors, whether structured as a stock transfer,
         merger, purchase and assumption transaction or other
         business combination;

      -- the Debtors' proposals from third parties for new
         sources of capital or the sale of the Debtors;

   b. assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plan of
      reorganization or strategic transaction, including
      developing, structuring and negotiating the terms and
      conditions of potential plans, financing or strategic
      transaction and strategic alternatives for recovery, and
      the consideration that is to be provided to unsecured
      creditors;

   c. provide testimony in the Bankruptcy Court; and

   d. perform other services as may be reasonably requested in
      writing from time to time by the Committee and its counsel
      and agreed by Giuliani Capital.

Giuliani Capital will be paid:

   a. a $125,000 monthly compensation for the first three months
      while employed by the Committee and $100,000 per month
      thereafter.  Monthly payments will be prorated for any
      partial month period;

   b. a $300,000 completion fee on the consummation of either:

      -- the sale of substantially all of the Debtor's assets; or
      -- the confirmation of a Chapter 11 plan;

   c. an incentive fee of:

      -- 1% of a transaction amount in the case of any party
         introduced by GCA that purchases, provides financing or
         equity to the Debtors; or

      -- 50% of a transaction amount in the case of any party
         introduced by another party-in-interest.

The Transaction Amount will be the amount of:

   a. a DIP credit facility or exit or other loan facility; or

   b. cash, liquidity, property or liabilities assumed in a
      proposed acquisition of all or substantially all of the
      Debtors' assets or plan of reorganization completed by an
      investor or purchaser.

Up to 50% of the Incentive Fee will be credited against the
Completion Fee, but the credit should not exceed the lesser of
$250,000 or 50% of the Completion Fee earned and received by
Giuliani Capital.

The Completion Fee and the Incentive Fee will be payable to
Giuliani Capital on the earlier of the effective date pursuant to
a plan of reorganization or as earned pursuant to a sale of any or
all of the assets on the closing date of each that sale.

Giuliani Capital will also receive monthly reimbursements for
reasonable out-of-pocket expenses it incurs.

David S. Miller, Giuliani Capital's managing director, assures the
Court that his firm is "disinterested" within the meaning of
Section 101(14) of the Bankruptcy Code.

                     Informal Committee Objects

The Informal Committee of Secured Trade Vendors asserts that the
services of Giuliani Capital have not provided any benefit to the
Debtors or their estates, nor will they do so on a going forward
basis.

According to Richard S. Toder, Esq., at Morgan, Lewis & Bockius
LLP, in New York, none of Giuliani Capital's proposed services has
any applicability to a liquidation, which is effectively what the
Debtors' cases have become.

Accordingly, the Informal Committee asks the Court to deny
Giuliani Capital's retention and fee requests.  At the very least,
Giuliani Capital's proposed Monthly Advisory Fee should be sharply
reduced and terminated as of the recent sale of substantially all
of the Debtors' assets, the Informal Committee contends.

The Informal Committee objects to the proposed Success Fees
because Giuliani Capital actually opposed the consummated
transactions during the course of the Debtors' Chapter 11 cases.  
Clearly, Giuliani Capital did not assist or add value to those
transactions, Mr. Toder maintains.

If Giuliani Capital's retention were to be approved in some
modified form, the Informal Committee asserts that several
provisions of the Retention Application require substantial
alteration or clarification.

                      About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MWB SPECIAL: Case Summary & 27 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: M.W.B. Special Projects, Inc.
        8500 Soapstone Creek Circle
        Hiawassee, Georgia 30546

Bankruptcy Case No.: 06-20604

Debtor affiliate filing separate chapter 11 petition:

      Entity                        Case No.
      ------                        --------
      Marcus W. Buttrill, Jr.       06-20606

Chapter 11 Petition Date: May 2, 2006

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtors' Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, Northeast
                  Atlanta, Georgia 30303
                  Tel: (404) 893-3880

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. M.W.B. Special Projects, Inc.'s 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
David Scott                      Trade Debt            $125,000
1594 Rainier Falls Drive
Atlanta, GA 30329

Hiawassee Hardware               Trade Debt             $45,926
P.O. Box 366
Hiawassee, GA 30546

RWK Construction                 Trade Debt             $28,833
142 McClung Road
Hiram, GA 30141

Rose Tennies                     Trade Debt             $27,943

Griffin Cochran Marshall         Trade Debt             $14,025

Utica National Insurance         Trade Debt             $12,880

Higdon Construction              Trade Debt             $12,763

Byers Well Drilling              Trade Debt             $11,000

Patterson & Dewar                Trade Debt             $11,000

Doyle Dickerson Company          Trade Debt              $7,900

Jack Leathers                    Trade Debt              $6,739

Rabern Nash Carpet, Inc.         Trade Debt              $5,763

Jobson's Carpet Mart, Inc.       Trade Debt              $4,112

Lantrac Properties               Trade Debt              $4,000

BP Oil c/o Focus Rec Man         Trade Debt              $3,385

David Reed                       Trade Debt              $3,200

Cecil Breedlove Insulation       Trade Debt              $2,520

Jerry D. Elmore                  Trade Debt              $1,804

Culvert Sales                    Trade Debt              $1,767

Capital City Mechanical          Trade Debt              $1,557

B. Marcus W. Buttrill, Jr.'s 7 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
R. Lamar Wakefield                    $55,000
6405 Haddington Lane
Suwanee, GA 30024

Wilbur & Virginia Foote               $25,000
8475 Soapstone Creek Circle
Hiawassee, GA 30546

John L. Avery                          $5,000
8528 Soapstone Creek Circle
Hiawassee, GA 30546

John W. Barber                         $5,000

Robert L. & Eva Shepherd               $1,500

Thomas J. McDaniel                     $1,500

Sears                                 Unknown


NATIONAL LAMPOON: Incurs $1 Mil. Net Loss in First Quarter 2006
---------------------------------------------------------------
National Lampoon, Inc., fka J2 Communications, Inc. reported a $1
million net loss in the first quarter ended Jan. 31, 2006, a $2.6
million decrease from the $3.6 million net loss for the same
period in the prior year.  

The company's balance sheet at Jan. 31, 2006, disclosed
$5.6 million in total assets and $3.2 million in liabilities
resulting to a $2.4 million in total shareholders' equity.

The company's balance sheet also showed strained liquidity with
$2.3 million in total current assets and $3 million total current
liabilities.

A full-text copy of the company's first quarter 2006 financial
statement is available for free at:

                http://researcharchives.com/t/s?88f

                       Going Concern Doubt

The management believes that the company's net losses of
$8.6 million and $5.1 million in the prior two years, net loss of
$2.9 million during the first six months of the 2006 fiscal year,
and accumulated deficit of $34.8 million at Jan. 31, 2006, raise
concerns about its ability to continue as a going concern.

J2 Communications, Inc., was primarily engaged in the acquisition,
production and distribution of videocassette programs for retail
sale.  In 1991, the Company acquired all of the outstanding shares
of National Lampoon, Inc., and subsequent to the Company's
acquisition of NLI, it de-emphasized its videocassette business
and publishing operations and began to focus primarily on
exploitation of the National Lampoon(TM) trademark.  The Company
reincorporated in Delaware under the name National Lampoon, Inc.,
in November 2002.


NBC AUSTIN: Case Summary & 27 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: NBC/Austin Windridge, Ltd.
        9521 Westheimer, No. 156
        Houston, Texas 77063-3369

Bankruptcy Case No.: 06-31901

Debtor affiliate filing separate chapter 11 petition:

      Entity                     Case No.
      ------                     --------
      NBC Las Brisas, Ltd.       06-80154

Chapter 11 Petition Date: May 2, 2006

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

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

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
NBC/Austin Windridge, Ltd.   $10 Million to      $10 Million to
                             $50 Million         $50 Million

NBC Las Brisas, Ltd.         $1 Million to       $1 Million to
                             $10 Million         $10 Million

A. NBC/Austin Windridge, Ltd.'s 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
City of Austin                           $40,031
P.O. Box 2267
Austin, TX 78768

Superior Floors, LLC                     $25,464
2707 Realty Road, Suite 206
Carrollton, TX 75006

Rasa Floor                               $23,733
P.O. Box 619130
Dallas, TX 75261

C&J Painting & Carpet Cleaning           $14,621

Trugreen Landscapes                      $14,044

Floor Trend                              $10,984

Hughes MRO, Ltd.                         $10,602

Texas Gas Service                        $10,005

Quality Surface Solutions                 $9,770

Mendo's Painting Services                 $8,671

The Rock Painting                         $8,509

Powerhouse Carpet Cleaning                $8,005

D&D Electronics                           $7,752

Changing Surface Inc.                     $7,405

Drytex                                    $6,303

General Electric Co.                      $6,220

Proscape Landscaping, Inc.                $6,170

RMI Property Mgmt., Tx. LP                $5,355

Home Depot Supply                         $5,086

Lone Star Carpet                          $4,786

B. NBC Las Brisas, Ltd.'s 7 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Lone Star Overnight                         $289
P.O. Box 149225
Austin, TX 78714

Ozarka Natural Spring Water                 $170
Processing Center
P.O. Box 52214
Phoenix, AZ 85072-2214

Air Rite Pest Control                       $108
860 South Major
Beaumont, TX 77707

Warm Welcomes                                $98

Pax Supply                                   $78

AMAC Supply                                  $78

Coastal Welding Supply Inc.                  $16


NEW ORLEANS PADDLEWHEELS: Case Summary & 20 Largest Creditors
-------------------------------------------------------------
Debtor: New Orleans Paddlewheels, Inc.
        344 Camp Street
        New Orleans, Louisiana 70130

Bankruptcy Case No.: 06-10413

Type of Business: The Debtor offers entertainment and
                  sightseeing tours in New Orleans.
                  See http://www.neworleanspaddlewheels.com

Chapter 11 Petition Date: May 3, 2006

Court: Eastern District of Louisiana (New Orleans)

Debtor's Counsel: Stewart F. Peck, Esq.
                  Lugenbuhi, Wheaton, Peck, Ranking & Hubbard
                  601 Poydras Street, Suite 2775
                  New Orleans, Louisiana 70130
                  Tel: (504) 568-1990
                  Fax: (504) 529-7418

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  Unknown

Debtor's 20 Largest Unsecured Creditors:

   Entity                            Claim Amount
   ------                            ------------
City of New Orleans                    $2,800,000
Property Tax
Bureau of the Treasury
P.O. Box 60047
New Orleans, LA 70160-0047

Smith Law Firm, LLC                       $83,686
700 Camp Street
New Orleans, LA 70130-3702

Louisiana Dept. of Revenue & Taxation     $43,220
Collections Division
1555 Poydras Street, Suite 900
New Orleans, LA 70112

New Orleans Tours                         $42,865

Moore Wallace North America, Inc.         $28,885

Stone Insurance, Inc.                     $28,755

ASCO                                      $24,023

Klotz & Early                             $21,003

Hansen Music Productions, LLC             $16,960

Sysco Food Services - New Orleans         $13,169

Aububon Nature Institute                  $13,045

Sharpshooter Spectrum Imaging             $12,168

John W. Stone Oil Distributor, LLC        $12,159

Southern Outdoors & Marine, Inc.          $11,534

New Orleans Fish House                     $9,978

Crescent Towing & Salvage Co.              $9,576

Black Tie Service Co.                      $9,006

Gear Services, Inc.                        $8,697

Citicorp Vendor Finance, Inc.              $7,967

Kushner Lagraize, LLP                      $7,271


NORTH AMERICAN: S&P Downgrades Senior Unsecured Debt Rating to CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Edmonton, Alta.-based North American Energy Partners to stable
from negative.  At the same time, Standard & Poor's affirmed its
'B-' long-term corporate credit and its 'B' senior secured debt
ratings on the company.  The rating on the company's senior
unsecured debt was lowered to 'CCC' from 'CCC+'.
     
"The outlook revision reflects the high probability that NAEP will
be able to fund its capital spending program and interest
obligations through internally generated funds in the coming
fiscal year," said Standard & Poor's credit analyst Jamie
Koutsoukis.  "The senior unsecured debt rating was lowered due to
an increase in the mark-to-market losses attributed to of the
company's cross currency and interest rate swaps, which are deemed
to be priority claims and rank senior to the senior secured and
unsecured notes.  As a result of the strengthening Canadian
dollar, the liability value of the swaps increased to such a level
where the percentage of senior debt ahead of the unsecured notes
exceeded Standard & Poor's threshold, which, in turn, resulted in
the rating on the unsecured debt being lowered," Ms. Koutsoukis
added.
     
The ratings on NAEP reflect:

   * the company's aggressively leveraged balance sheet;
   * weak internal cash flow generation;
   * exposure to high customer concentration; and
   * a dependence on nonrecurring project work for revenues.

These factors, which hamper the ratings, are somewhat offset by:

   * the company's strong market position in servicing oil sands
     projects;

   * the current robust environment for its services; and

   * some measure of capital spending flexibility.
     
The stable outlook reflects the expectation that NAEP will be able
to fund its capital spending program and interest obligations
through internally generated funds over the coming fiscal year,
based on its existing contracts and market share.  Nevertheless,
the company still needs to execute on its operational turnaround
and the company's operational risk remains high, as it needs to
properly bid contracts in an increasingly competitive environment.
If the company is able to demonstrate sustained profitability and
generate positive free cash flow after capital expenditures, while
improving its liquidity, the outlook could be revised to positive.

Alternatively, if the company continues to outspend internally
generated cash flows and further restricts its financial
flexibility, a negative rating action would likely occur.


NORTHWEST AIRLINES: Can Advance Employees' Legal Defense Costs
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Northwest Airlines Corp. and its debtor-affiliates authority
to advance legal defense costs incurred by the Debtors former and
current employees who are named as defendants in employment
discrimination lawsuits.

Peter B. Kenney, the Debtors' vice president of law, notes that
the Debtors are already experiencing a high attrition rate, and
employee attrition is likely to increase if they are unable to
advance costs for the benefit of their employees.

Moreover, the threat of personal pecuniary loss for complaints
related to an employee's scope of work is likely to be a
significant negative influence on employee morale, Mr. Kenney
tells Judge Gropper.  The Debtors have historically advanced
these costs and the Debtors' employees have a reasonable
expectation that this practice will continue.

If the Debtors are not permitted to advance the cost of defense
for these types of claims that have become routine in large
corporations, employees are likely to leave the Debtors' employ
to avoid the risk of personal liability for actions taken in the
scope of employment, he relates.

                          Pending Lawsuits

On November 5, 2003, Edita Laurel, a current Northwest Airlines
employee, filed a complaint in the San Mateo County Superior
Court in the State of California against NWA Corp. and Kieran
Sheridan, a current Northwest Airlines employee, alleging a cause
of action for intentional tort stemming from alleged workplace
harassment.  On June 24, 2005, Ms. Laurel filed an amended
complaint alleging violations of California's employment and
labor statutes, and asserted additional torts.  The Laurel
Lawsuit was stayed with respect to the Debtors upon the
commencement of the Debtors' Chapter 11 cases.

On August 24, 2005, Alvin Wynn, a former Northwest Airlines
employee, filed a complaint before the Wayne County Circuit Court
in the State of Michigan against Paul Roegner, a former Northwest
Airlines employee, alleging employment discrimination and
retaliation in connection with Wynn's discharge from employment.
The Debtors are not named defendants in the Wynn Lawsuit.

On September 15, 2005, Orville Meaux filed a complaint before the
United States District Court for the Northern District of
California, alleging common law claims for wrongful discharge and
violation of the Railway Labor Act, and included as additional
defendants the Professional Flight Attendants Association and
Eric Edmundson, a current Northwest Airlines employee.  The Meaux
Lawsuit was stayed as against the Debtors upon the commencement
of their Chapter 11 cases.

              Northwest's Duty to Indemnify Employees

Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, relates that Northwest Airlines has a duty to
indemnify its officers, directors and employees as defined in the
"Amended and Restated Bylaws of Northwest Airlines, Inc." adopted
April 23, 1999.

In addition, the Employee Defendants are entitled to be
indemnified by Northwest Airlines for their legal expenses,
including attorneys' fees, incurred to defend the Employment
Discrimination Lawsuits under Minnesota Statutes.

In the ordinary course of their business, the Debtors and their
employees are sued routinely for employment-related complaints.
It is Northwest Airlines' practice to advance the costs of
defense to individual employee defendants for the defense of the
type of claims asserted in the Employment Discrimination
Lawsuits, Mr. Petrick relates.

                        XL Insurance Policy

NWA Corp. has a Broad Form Employment Practices Liability
Insurance Policy with XL Insurance (Bermuda) Ltd., which provides
coverage for loss, including defense costs, resulting from claims
alleging employment practice liability against NWA Corp. or any
of its director, officer, or employee.  Northwest Airlines is an
Additional Insured Organization.

Under the terms of the Policy, the Insurer is liable only for the
amount of loss, including defense costs, in excess of the
retention amount of $5,000,000.

Under the Policy and in practice, the Insurer is not obligated
and does not advance defense costs for claims alleging employment
practices liability.  Unlike other insurance policies maintained
by the Debtors, under the Policy, if Northwest Airlines does not
advance defense costs on behalf of its employees, employee
defendants must pay the amounts personally.

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


O'SULLIVAN INDUSTRIES: Board Okays Mgmt. & Director Equity Plan
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, O'Sullivan Industries Holdings, Inc., discloses that
its Board of Directors approved the Management and Director Equity
Plan on April 18, 2006.

As soon as practicable, O'Sullivan Holdings will grant or issue to
members of its senior management and its directors who are not
employees, officers, directors, agents, representatives or
affiliates of any O'Sullivan stockholder a combination of:

   -- options to acquire O'Sullivan Holdings common stock, and
   -- restricted shares of O'Sullivan Holdings common stock.

According to Rick Walters, O'Sullivan Holdings' chief executive
officer, the Board will determine the amount of options to be
granted.  The options may be granted in multiple installments.

Under the Equity Plan, the maximum of number of common stock
shares that may be issued is 1,231,148.

After the grant of the initial options, additional options will be
granted from time to time as may be determined by the Board of
Reorganized O'Sullivan Holdings.

The initial options and the restricted stock to be granted or
issued will not exceed the maximum aggregate amounts per scheduled
vesting date and will vest in five increments:

                                               Max. Shares of
   Scheduled           Max. Initial Options   Restricted Stock
   Vesting Date        Vesting on that Date  Vesting on that Date
   ------------        --------------------  --------------------
   Date granted                227,713              22,675
   September 30, 2007          227,713              22,675
   September 30, 2008          227,713              10,199
   September 30, 2009          246,230                   -
   September 30, 2010          246,230                   -

O'Sullivan Holdings will not issue more than 55,549 shares of
restricted stock in the aggregate.  The shares of restricted stock
issued to each recipient will be subject to forfeiture, as
determined by the Board, after termination of employment prior to
that shares vesting.

The Equity Plan may be amended or modified by the Board and
amendment or modification will not require amendment of the
Debtors' Plan of Reorganization or Court order, Mr. Walters adds.

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 17;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OLD HOLLAND: Hires TB Harris & Assoc. as Real Estate Appraiser
--------------------------------------------------------------
Old Holland Road, LLC, obtained authority from the U.S. Bankruptcy
Court for the Western District of North Carolina to employ T.B.
Harris, Jr. & Associates as its real estate appraiser and
consultant.

The Debtor expects T.B. Harris to facilitate the marketing and
sale of its properties, including:

   -- performing formal real property appraisals; and

   -- providing consulting services regarding sale of its
      properties.

The Debtor agreed to compensate T.B. Harris' services with a lump-
sum payment aggregating $2,500.

To the best of the Debtor's knowledge, T.B. Harris does not hold
any interest adverse to its estate and is a "disinterested person"
as that term is defined in Sec. 101(14) of the Bankruptcy Code.

Headquartered in Charlotte, North Carolina, Old Holland Road, LLC
filed for chapter 11 protection on Mar. 14, 2006 (Bankr. W.D. N.C.
Case No. 06-30373).  R. Keith Johnson, Esq., at R. Keith Johnson,
P.A., represents the Debtor in its restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  The U.S. Bankruptcy Administrator for North Carolina
reported that no creditor attended in the Sec. 341 meeting
scheduled on April 12, 2006.  When the Debtor filed for protection
from its creditors, it listed assets totaling $2,878,980 and debts
totaling $22,443,190.


OXFORD INDUSTRIES: Moody's Reviews Sr. Unsecured Debt for Upgrade
-----------------------------------------------------------------
Moody's Investors Service placed the ratings of Oxford Industries
on review for possible upgrade following the announcement of the
sale of the womenswear division to Li & Fung Group of Hong Kong
for approximately $67 million.  The transaction is expected to
close in early June.

Moody's placed these ratings of Oxford Industries on review for
possible upgrade:

   * The corporate family rating of B1

   * The senior unsecured debt rating of B2

The review will focus on the impact of the transaction on Oxford's
diversification, its strategic transformation to a branded apparel
business, and the company's operating metrics and leverage.  
Following the closing of the divestiture, the effect of which is
expected to reduce leverage and improve Oxford's profitability,
Moody's expects that Oxford's corporate family rating would likely
be raised to Ba3 from B1 and that the senior unsecured debt rating
would likely be raised to B1 from B2.

In the event that the transaction fails to close, Moody's expects
that the current ratings levels will likely be maintained.

Oxford Industries, based in Atlanta, Georgia designs and markets
men's and women's apparel under its owned brands, which include
Ben Sherman, Tommy Bahama, Arnold Brandt and Oxford Golf; licensed
brands including Orvis Signature, Geoffrey Beene, Nautica and
Oscar de la Renta; and also supplies a variety of private label
apparel brands in multiple channels.


PEAK ENT: Balance Sheet Upside Down by $2 Million at December 31
----------------------------------------------------------------
Peak Entertainment Holdings, Inc., filed its financial statements
for the year ended Dec. 31, 2005, with the Securities and Exchange
Commission on April 6, 2006.

The company reported a $1,993,942 net loss on $1,166,156 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $3,900,059 in
total assets and $5,977,292 in total liabilities, resulting in a
$2,077,233 stockholders' equity deficit.

The company's balance sheet at Dec. 31, 2005, also showed strained
liquidity with $1,461,893 in total current assets available to pay
$4,412,521 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?885

Headquartered in Derbyshire, England, Peak Entertainment Holdings
Inc. -- http://www.peakentertainment.co.uk/-- is a fully   
integrated multimedia company dedicated to quality children's
television entertainment, character licensing and consumer
products.  The Company's unique, fully integrated business model,
which includes concept creation and branding, production of
entertainment programs, character licensing, and manufacturing and
distribution of toys and related consumer products, gives it
maximum quality control and speed-to-market while developing total
brand equity.  Peak's properties include Monster Quest, The
Wumblers, Little Big Feet, Countin' Sheep and Mini Flora.


PENN NATIONAL: Earns $42 Million in Quarter Ended March 31
----------------------------------------------------------
Penn National Gaming, Inc. (PENN: Nasdaq) earned $42 million of
net income on $569.2 million of revenues during the quarter ended
March 31, 2006, compared to $15.8 million of net income on
$289.3 million of revenues for the same period in 2005.

Commenting on the results, Peter M. Carlino, Chairman and Chief
Executive Officer of Penn National said,  "Our record 2006 first
quarter operating results surpassed the financial guidance
provided when we reported the 2005 fourth quarter.  Excluding the
two hurricane damaged casinos and Bullwhackers, all of Penn
National's casinos posted EBITDA gains that ranged from 8% to 89%
on a year-over-year basis.  In addition to the 'same property'
improvements, Hollywood Slots at Bangor made its first full
quarter of contributions since opening last November.

"There are several recent developments related to our ongoing
growth, expansion and the re-opening of our Gulf Coast properties.
First, the Hollywood Slots - Bangor temporary facility is already
generating attractive annualized EBITDA returns and continues to
grow patronage and play resulting in four consecutive months of
EBITDA gains since opening last November.  We look forward to
announcing details of the permanent facility shortly.

"It has been a corporate priority to return Boomtown Biloxi and
Casino Magic - Bay St. Louis, our gaming facilities that have been
closed following damage from Hurricane Katrina, to operation as
soon as possible.  Through the efforts of our redevelopment teams,
we are planning to re-open the Boomtown Biloxi Casino in the third
quarter and Casino Magic - Bay St. Louis in the fall.

"In Biloxi, upon re-opening, patrons will experience an all-new,
re-modeled interior with the same local accents they have come to
expect from the property.  Casino Magic will initially re-open
with an approximate 30,000 square foot temporary casino in the
property's former hotel lobby, which will be replaced in the
future by a permanent land-based casino.  In addition, the damaged
areas of the existing 290-room hotel tower will have been
completely refurbished and the hotel will begin to accept
reservations shortly.  Boomtown Biloxi will feature approximately
1,100 slot machines and approximately 22 table games while Casino
Magic will offer approximately 1,270 slot machines and
approximately 20 table games.  Penn National Gaming will soon
begin recruiting programs and hosting job fairs and we look
forward to welcoming back to work many of the employees who were
responsible for the success of these properties prior to the
hurricane.

"The timetables of our other development projects including
Hollywood Casino at Penn National; Charles Town's casino, parking
and food and beverage expansions; the hotel at Argosy Casino
Riverside; and the Argosy Casino Lawrenceburg barge and parking
project, remain on track with our previously announced timetables.  
In preparation for the construction of the integrated racing and
slots facility at Penn National Race Course, we recently closed
the aging grandstand and clubhouse, which we plan to raze near the
end of the second quarter.  Last week, we opened The Paddock Club,
a new 24,000-square-foot temporary facility offering pari-mutuel
wagering, food and beverage services, more than 250 television
monitors, administrative offices, and facilities for jockeys.  At
Argosy Casino Riverside, progress on the 258-room hotel is
advancing and a 'topping off' ceremony took place last week
signifying the completion of the core external structure.  In each
development and expansion project we remain focused on upgrading
the entertainment experience for patrons while deriving attractive
economic returns on capital for Penn National and its
shareholders.

"With the ownership of Raceway Park in Ohio, Penn National Gaming
recently agreed to provide funding to support a referendum on the
November 2006 ballot that would authorize up to 5,000 slot
machines at each of Ohio's seven existing racetracks.  Beyond
additional employment and taxes in the state, one of the major
benefits of this proposal is that the constitutional amendment, if
passed, will eventually provide every high school graduate in Ohio
the opportunity to earn free college tuition.  Penn National's
efforts and funding of this referendum will reduce our earnings on
a short-term basis, as reflected in our full-year guidance.

"During the quarter we completed the redemption of the $175
million of Penn National's outstanding 8 -7/8% Senior Subordinated
Notes.  The redemption was funded with available cash and
borrowings under our revolving credit facility and will result in
lower levels of debt service going forward.  In addition, the
Company recently entered into $300 million of new interest rate
swap agreements, which brings our swapped portion of LIBOR rate
debt to $1.3 billion, with an effective LIBOR rate of 4.90% and a
175 basis point spread.  With these new swap agreements, Penn
National has taken additional action intended to manage a portion
of the interest rate risk associated with its outstanding
indebtedness.

"Penn National Gaming started 2006 with exceptional operating
results and based on the continued positive trends at our
properties and diversified, staggered development pipeline, we are
confident in our growth prospects not only for the remainder of
2006 but for several years to come."

                       About Penn National

Penn National Gaming, Inc. -- http://www.pngaming.com/-- owns and   
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The Company presently operates fifteen
facilities in thirteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, Ohio, Pennsylvania, West Virginia, and Ontario.  In
aggregate, Penn National's facilities feature over 17,500 slot
machines, over 400 table games, over 2,000 hotel rooms and
approximately 575,000 square feet of gaming floor space.  The
property statistics in this paragraph exclude two Argosy
properties which the company anticipates divesting, but are
inclusive of the Company's Casino Magic - Bay St. Louis, in Bay
St. Louis, Mississippi and the Boomtown Biloxi casino in Biloxi,
Mississippi, which remain closed following extensive damage
incurred as a result of Hurricane Katrina.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service raised the corporate family rating of
Penn National Gaming, Inc., to Ba2 from Ba3.  Moody's also raised
its ratings on:

   -- $750 million revolver due 2010, to Ba2 from Ba3;

   -- $325 million term loan due 2011, to Ba2 from Ba3;

   -- $1,650 million term loan B due 2012, to Ba2 from Ba3;

   -- $175 million 8.875% guaranteed senior subordinated notes due
      2010, to Ba3 from B2;

   -- $200 million 6.875% guaranteed senior subordinated notes due
      2011, to Ba3 from B2; and

   -- $250 million 6.750% not guaranteed senior subordinated notes
      due 2015, to B1 from B3.


PENN OCTANE: Burton McCumber Raises Going Concern Doubt
-------------------------------------------------------
Burton McCumber & Cortez, L.L.P., Brownsville, Texas, raised
substantial doubt about the ability of Penn Octane Corporation to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.

Burton McCumber pointed to the Company's:

   (1) insufficient cash flow to pay its obligations when due,

   (2) inability to obtain additional financing because
       substantially all of the Company's assets are pledged
       or committed to be pledged as collateral on existing debt,

   (3) existing credit facility may be insufficient to finance its
       liquefied petroleum gas and Fuel Sales Business, and

   (4) working capital deficiency.

                            Financials

Penn Octane Corporation filed its consolidated financial
statements for the year ended Dec. 31, 2005, with the Securities
and Exchange Commission on April 6, 2006.

The company reported a $2,032,802 net loss on $260,313,525 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $36,756,819
in total assets, $24,449,913 in total liabilities, $11,955,005 in
minority interest, and $351,901 in total stockholders' equity.

A full-text copy of the company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?886

Penn Octane Corporation formerly known as International Energy
Development Corporation buys, transports and sells liquefied
petroleum gas for distribution in northeast Mexico, and resells
gasoline and diesel fuel.  The Company has a long-term lease
agreement for approximately 132 miles of pipeline, which connects
ExxonMobil Corporation's King Ranch Gas Plant in Kleberg County,
Texas and Duke Energy's La Gloria Gas Plant in Jim Wells County,
Texas, to the Company's Brownsville Terminal Facility.


PROGRESSIVE GAMING: Poor Performance Cues S&P to Cut Ratings to B-
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Progressive Gaming International Corp. to 'B-' from 'B'.  The
ratings on the Las Vegas-based gaming-related products developer
remain on CreditWatch with negative implications where they were
initially placed on March 15, 2006.
      
"The downgrade primarily follows continued uncertainty regarding
the company's long-term operating performance; however, other
issues continue to be of concern, such as internal control
weaknesses reported in the 10K and ongoing shareholder lawsuits,"
said Standard & Poor's credit analyst Peggy Hwan Hebard.

Although the company recently signed a definitive financing
agreement for a $10 million senior secured term loan due April 19,
2007, and has plans to replace this facility with a $22.5 million
credit facility within the next 90 days, the company's access to
capital may be limited if operating performance does not meet
management's expectations.
     
The ratings were initially placed on CreditWatch following the
company's announcement that it had not completed its accounting
and financial reporting process for the company's fiscal year
ended Dec. 31, 2005, due to several transactions that came under
review from a revenue recognition perspective.  The company has
since filed its 10K on March 31, 2006.
     
Standard & Poor's will resolve the CreditWatch listing after it
has the opportunity to review the underlying documents of the
expected credit facility and after it has time to assess whether
financial performance for 2006 is trending in line with
expectations.  


PROTECTION ONE: Incurs $29.1 Mil. Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
Protection One, Inc. reported a $29.1 million net loss on $263
million of total revenue for the year ended Dec. 31, 2005.

The company's balance sheet at Dec. 31, 2005, showed $434 million
in total assets and $428 million in total liabilities, resulting
in $5.9 million of total stockholders' equity.

At Dec. 31, 2005, the company had $60.5 million in total current
assets available to pay for $65.6 million in total current
liabilities.

A full-text copy of Protection One's annual report ended Dec. 31,
2005 is available for free at http://researcharchives.com/t/s?875

Headquartered in Lawrence, Kansas, Protection One, Inc. --
http://www.ProtectionOne.com -- is one of the largest providers  
of security monitoring services in the United States.  Including
its Network Multifamily subsidiary, a leading security provider to
the multifamily housing market, Protection One provides monitoring
and related security services to more than one million residential
and commercial customers.

                          *     *     *

Protection One's senior unsecured and senior subordinate debts
carries Fitch's CC and C ratings.  The ratings were placed on Nov.
21, 2003 with a negative outlook.


Q.C. ONICS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Q.C. Onics Ventures, LP
        P.O. Box 329
        1410 Wohlert Street
        Angola, Indiana 46703
        Tel: (260) 665-9493
        Fax: (260) 665-8744

Bankruptcy Case No.: 06-10628

Type of Business: The Debtor is a full service supplier of
                  wiring products, assemblies, and molded
                  products for electrical and electronic
                  applications for the automotive industry.
                  See http://www.qconics.com/

Chapter 11 Petition Date: May 2, 2006

Court: Northern District of Indiana (Fort Wayne Division)

Debtor's Counsel: Wesley N. Steury, Esq.
                  Burt, Blee, Dixon, Sutton & Bloom LLP
                  1000 Standard Federal Plaza
                  200 East Main Street
                  Fort Wayne, Indiana 46802
                  Tel: (260) 426-1300
                  Fax: (260) 422-3750

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim    Claim Amount
   ------                        ---------------    ------------
Johnson Controls                 Business Purchases     $648,042
One Prince Center
Holland, MI 49423

J.S.T. Corp.                     Business Purchases     $521,560
1957 South Lakeside
Waukegan, IL 60085

Yazaki North America, Inc.       Business Purchases     $480,545
18 Leigh Fieher
El Paso, TX 79906

TYCO/AMP                         Business Purchases     $476,054
P.O. Box 3608
Harrisburg, PA 17105

Copperfield, LLC                 Business Purchases     $460,294
Lock Box #7740
4007 Solutions
Chicago, IL 60677-4000

Delphi Packard Electric          Business Purchases     $323,669
P.O. Box 71405
311 West Monroe Street
Chicago, IL 60690

Rivercross                       Business Purchases     $318,598
1405 East Jeffers
Brownsville, TX 78521

FCI USA, Inc.                    Business Purchases     $200,587

Amphenol RF                      Business Purchases     $171,440

Power & Signal Group             Business Purchases     $147,539

ITT Cannon                       Business Purchases     $136,474

Oaram Sylvania                   Business Purchases      $92,874

Stranco Products, Inc.           Business Purchases      $60,300

Sebro Plastics, Inc.             Business Purchases      $59,193

Krah-RWI                         Business Purchases      $55,850

Elliott Tape                     Business Purchases      $38,349

E.I.S. Wire & Cable              Business Purchases      $31,512

Hosiden America Corp.            Business Purchases      $31,200

GCI Technologies                 Business Purchases      $29,837

Foamade Industries               Business Purchases      $24,737


RALI SERIES: Moody's Rates Class M-10 Certificate at Ba1
--------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by RALI Series 2006-QO4 Trust, Mortgage Asset-
Backed Pass-Through Certificates, Series 2006-QO4, and ratings
ranging from Aa1 to Ba1 to the mezzanine certificates in the deal.

The securitization is backed by HomeComings Financial Network,
Inc. originated adjustable-rate Alt-A mortgage loans acquired by
Residential Accredit Loans, Inc.  The ratings are based primarily
on the credit quality of the loans, and on the protection from
subordination, overcollateralization and excess spread, and a
financial gauranty policy issued by XL Capital Assurance Inc. for
certificates I-A-2 and II-A-3.  Moody's expects collateral losses
to range from 1.10% to 1.30%.

Primary servicing will be provided by HomeComings Financial
Network, Inc. Residential Funding Corporation will act as master
servicer.  Moody's ssigned HomeComings its top servicer quality
rating as primary servicer of prime loans and as primary servicer
of subprime loans. Furthermore, Moody's has assigned RFC its top
servicer quality rating as master servicer.

The Complete Rating Actions:

RALI Series 2006-QO4 Trust

Mortgage Asset-Backed Pass-Through Certificates, Series 2006-QO4

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


REFCO INC: Chapter 7 Trustee Hires Neal Gerber as Special Counsel
-----------------------------------------------------------------
Albert Togut, the interim Chapter 7 Trustee for Refco LLC's
estate, obtained authority from the U.S. Bankruptcy Court for the
Southern District of New York to employ Neal, Gerber & Eisenberg
LLP, as his special commodities litigation counsel.

Refco LLC is a party to about 29 pending prepetition arbitrations
and lawsuits pending before the National Futures Association and
in the Circuit Court of Cook County, Illinois.  The Risk
Management Actions were commenced by several claimants against
Refco LLC and have been consolidated for hearing.

The Risk Management Actions have been stayed as to Refco LLC.  
However, one action asserts that Refco LLC caused claimants harm
through the actions of an individual named Stephen Paoletti, whom
the claimants contend is one of Refco LLC's employees.  It has
been Refco LLC's position that Mr. Paoletti was a floor broker
and thus not one of its employees.

Refco LLC requires immediate representation in the proceeding
because, if the panel were to conclude that Mr. Paoletti is an
employee of Refco, the NFA may determine to enter an award for
damages caused by Mr. Paoletti acting within the scope of that
employment.  An award could adversely impact Refco LLC's estate.

Neal Gerber represented Refco LLC in the Risk Management Actions
before the Petition Date.

The Chapter 7 Trustee also may use Neal Gerber to handle several
other arbitration and litigation matters, including:

   (i) claim objections that are subject to mandatory arbitration
       before the NFA or other exchanges;

  (ii) certain exchange-related arbitrations;

(iii) deficit account collection matters;

  (iv) other customers or broker litigation or arbitrations
       pending before the NFA, the Commodity Futures Trading
       Commission or elsewhere as to which the automatic stay
       does not apply or the stay has been lifted; and

   (v) other matters that the Trustee determines, in his
       discretion, that Neal Gerber should assist on.

As special commodities litigation counsel, Neal Gerber will:

    a. prepare, on the Trustee's behalf, any submissions,
       motions, applications, answers, orders, reports, and
       papers necessary to represent the Trustee and his estate;

    b. prepare for and participating in, on the Trustee's
       behalf, proceedings before the NFA and other exchanges,
       including arbitration proceedings; and

    c. provide other necessary legal services and advice to the
       Trustee in connection with the Risk Management Actions and
       other matters.

Neal Gerber will be paid according to its customary hourly rates:

          Position                  Rate
          --------                  ----
          Paraprofessionals      $100 - $220
          Associates             $250 - $360
          Partners               $360 - $450

The firm will also be reimbursed for necessary expenses.

Peter G. King, a member of Neal Gerber, assures the Court that
the firm does not have any connection with, or hold any interest
adverse to Refco LLC, its creditors or any other party-in-
interest.  Neal Gerber is a "disinterested person," as that
phrase is defined in Section 101(14) of the Bankruptcy Code.

                        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).


REPUBLIC STORAGE: Committee Hires Buckley King as Co-Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Republic Storage Systems Company, Inc.'s chapter 11 case obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Ohio to retain Buckley King, LPA, as its bankruptcy co-counsel,
nunc pro tunc to Mar. 27, 2006.

Buckley King is expected to:

    a. advise the Committee of its rights, powers, and duties;

    b. advise the Committee concerning actions that it might take;

    c. prepare on behalf of the Committee all necessary and
       appropriate applications, motions, pleading, draft orders,
       notices, schedules and other documents, and review all
       financial and other reports to be filed in the Debtor's
       chapter 11 case;

    d. advise the Committee in connection with any proposed sale
       of the Debtor's assets;

    e. represent the Committee in meetings, hearings, and
       negotiations with respect to the Debtor's chapter 11 case;

    f. counsel the Committee in connection with the Debtor's
       formulation, negotiation, and promulgation of a plan of
       reorganization or liquidation and related documents; and

    g. perform all other legal services for and on behalf of the
       Committee which may be necessary or appropriate in the
       representation of the Committee in the Debtor's chapter 11
       case, including advising and assisting the Committee with
       respect to debt restructuring and litigation matters.

Harry W. Greenfield, Esq., a member at Buckley King, tells the
Court that he will bill $350 per hour for this engagement.  Mr.
Greenfield says that the other professionals who will be rendering
services bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Jeffrey C. Toole, Esq.            $245
         Dov Y. Frankel, Esq.              $215

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

Mr. Greenfield can be reached at:

         Harry W. Greenfield, Esq.
         Buckley King, LPA
         1400 Fifth Third Center
         600 Superior Avenue East
         Cleveland, Ohio 44114-2652
         Tel: (216) 363-1400
         Fax: (216) 579-1020
         Toll-Free: (800) 255-2825
         http://www.buckleyking.com/

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Halter &
Griswold, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


REPUBLIC STORAGE: Panel Hires Borges & Associates as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Republic Storage Systems Company, Inc.'s chapter 11 case obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Ohio to retain Borges & Associates, LLC, as its bankruptcy co-
counsel.

Borges & Associates is expected to:

    a. advise the Committee of its rights, powers, and duties;

    b. advise the Committee concerning actions that it might take;

    c. prepare on behalf of the Committee all necessary and
       appropriate applications, motions, pleading, draft orders,
       notices, schedules and other documents, and review all
       financial and other reports to be filed in the Debtor's
       chapter 11 case;

    d. advise the Committee in connection with any proposed sale
       of the Debtor's assets;

    e. represent the Committee in meetings, hearings, and
       negotiations with respect to the Debtor's chapter 11 case;

    f. counsel the Committee in connection with the Debtor's
       formulation, negotiation, and promulgation of a plan of
       reorganization or liquidation and related documents; and

    g. perform all other legal services for and on behalf of the
       Committee which may be necessary or appropriate in the
       representation of the Committee in the Debtor's chapter 11
       case, including advising and assisting the Committee with
       respect to debt restructuring and litigation matters.

Wanda Borges, Esq., a member at Borges & Associates, tells the
Court that she will bill $350 per hour for this engagement.  Ms.
Borges tells the Court that Julie Mer, Esq., will also be
rendering services and bills $200 per hour.

Ms. Borges discloses that the Firm's other professionals bill:

         Professional                    Hourly Rate
         ------------                    -----------
         Counsel                         $225 - $325
         Associates                      $125 - $250
         Paralegals, Legal Assistants    $85 - $120
         Law Clerks

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

Ms. Borges can be reached at:

         Wanda Borges, Esq.
         Borges & Associates, LLC
         575 Underhill Boulevard
         Syossel, New York 11791
         Tel: (516) 677-8200
         Fax: (516) 677-0806

Headquartered in Canton, Ohio, Republic Storage Systems Company,
Inc. -- http://www.republicstorage.com/-- an employee-owned firm,
manufactures industrial and commercial shelving, storage rack,
mezzanine systems and shop equipment.  The Company filed for
Chapter 11 protection on March 14, 2006, (Bankr. N.D. Ohio Case
No. 06-60316).  James Michael Lawniczak, Esq., at Calfee, Halter &
Griswold, LLP, represents the Debtor in its restructuring efforts.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


RIVERSTONE NETWORKS: Hires Sonenshine as Financial Advisor
----------------------------------------------------------
Riverstone Networks, Inc., and its debtor affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Sonenshine Partners LLC as their financial
advisor nunc pro tunc to Feb. 7, 2006.

The Debtors need Sonenshine's services to facilitate the sale of
their assets.

In particular, Sonenshine will:

   a) advise the Debtors with strategic and financial issues;

   b) advise the Debtors with discussions concerning the proposed
      sale transaction, and providing and reviewing related    
      information;

   c) assist the Debtors with all financial aspects of a sale and
      developing a general negotiating strategy to accomplish the
      transaction;

   d) advise and assist management of Debtors in making
      presentations to the Board of Directors or the Bankruptcy
      Court concerning any proposed transaction;

   e) assist, advise and participate in negotiations and review
      of documents relating to a proposed transaction;

   f) render financial advisory services as Debtors may
      reasonably request in connection with seeking court or
      regulatory approvals of any proposed transaction; and

   g) provide an opinion on the fairness of the transaction.

Marshall Sonenshine, a managing partner at Sonenshine told the
Court that the firm has been providing strategic transactions and
financial advisory services to the Debtors prior to their
bankruptcy filing, and thus is familiar with the Debtors'
business.

According to Mr. Sonenshine, the firm's compensation includes a
monthly fee capped at $20,000 and reimbursement of actual and
necessary out of pocket expenses.

For a consummated sale transaction, Sonenshine will receive 1.25%
of the aggregate consideration, less:

      * all monthly and retainer fees previously paid to
        Sonenshine after the execution of a definitive agreement
        with respect to the same transaction; and

      * the $495,000 fee paid under Sec. 2b of the Retention
        Letter in connection with the same transaction.

For aggregate considerations in excess of $135 million, a 1% bonus
will be added to the firm's success fee.

Mr. Sonenshine assured the Court that Sonenshine Partners does not
hold any interest adverse to the Debtors and that the firm is a
"disinterested person" as defined in Sec. 101(14) of the
Bankruptcy Code.

                   About Riverstone Networks  

Based in Santa Clara, California, Riverstone Networks, Inc. --
http://www.riverstonenet.com/-- provides carrier Ethernet      
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Jeffrey S. Sabin, Esq., at Schulte Roth &
Zabel LLP represents the Official Committee of Unsecured
Creditors.  As of Dec. 24, 2005, the Debtors reported assets
totaling $98,341,134 and debts totaling $130,071,947.


S EDWARD: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: S. Edward, Inc.
        dba Aqua Soleil
        229 West 36th Street
        New York, New York 10018

Bankruptcy Case No.: 06-10951

Chapter 11 Petition Date: May 3, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Clifford A. Katz, Esq.
                  Platzer, Swergold, Karlin, Levine,
                  Goldberg & Jaslow, LLP
                  1065 Avenue of the Americas, 18th Floor
                  New York, New York 10018
                  Tel: (212) 593-3000
                  Fax: (212) 593-0353

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Darlington                              $438,741
36 Beach Street
Westerly, RI 02891

Hafner Elastique USA                    $320,095
379 Racine Street
Granby, Quebec, J2G3B7

Como Textile                            $183,030
191 East Railway Avenue
Paterson, NJ 07503-2103

Derun                                   $115,383

Stefan                                  $101,700

Pacific Textile                          $79,881

Tresbien                                 $76,675

LeBANON                                  $46,545

Missbrener Prints                        $34,617

Tricots-Liesse                           $30,000

United Knitting                          $24,980

Euro Jersey Spa                          $21,514

Toray Marketing & Sales, Inc.            $21,020

Handro Management                        $17,176

RAJ Manufacturing                        $14,661

Tex-Cellence                             $13,539

Charles Dunn Real Estate Services         $9,989

Overton                                   $9,879

Whinston and Wright Testile De            $9,605

Design Work                               $9,090


SBA COMMS: AAT Merger Completion Cues S&P to Withdraw B+ Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew the ratings for Boca
Raton, Florida-based wireless tower operator SBA Communications
Corp., including its 'B+' corporate credit rating.

At the same time, it withdrew the ratings on St. Louis, Missouri-
based wireless tower operator AAT Communications Corp., including
the 'BB-' corporate credit rating.

"These actions follow the completion of the acquisition of AAT by
SBA, and the concurrent completion of a debt tender for $424
million of SBA's public debt and repayment of AAT's $285 million
of first- and second-lien bank debt," said Standard & Poor's
credit analyst Catherine Cosentino.


SEA CONTAINERS: Moody's Junks Corp. Family & Sr. Unsec. Debt
------------------------------------------------------------
Moody's Investors Service downgraded all debt ratings of Sea
Containers Ltd -- corporate family rating to Caa1.  The ratings
remain under review for possible downgrade, continuing the review
that was initiated on March 23, 2006.

The rating actions reflect the continuing uncertainty of Sea
Containers' financial position and liquidity, due to a further
unspecified delay in the filing of the Form 10-K for 2005 and the
likely delay in the filing of the Form 10-Q for the first quarter
of 2006, as well as the uncertainty of Sea Containers' current
cash burn rate coupled with the on-going challenges in each of the
operating segments.

Moody's is concerned about the adequacy of Sea Containers'
liquidity for meeting debt maturities as scheduled, particularly a
$115 million note due October 15, 2006.

This concern is heightened by Sea Container's disclosure that it
now expects to incur losses from operations throughout 2006. The
company also disclosed that once the financial statements are
completed, the independent auditors are expected to provide an
unqualified audit opinion in which the auditors will raise
substantial doubt about Sea Containers' ability to continue as a
going concern.

Moody's believes that the window for realizing a reasonable price
from the sale of Silja Oy Ab is diminishing as the Baltic's peak
summer ferry season nears.  As well, provisions in the indenture
of the 10.50% Unsecured Notes due 2012 could require the company
to tender for certain of its public notes, which could limit the
cash balances available for meeting other scheduled debt
maturities.  Moreover Sea Containers' disclosed its intent to
"engage the public note holders" as part of its plans to
restructure its operations, which could imply a debt
restructuring.

The Caa2 senior unsecured rating reflects Moody's expectation that
note holders could receive less than full recovery in a negotiated
debt restructuring.  The B3 rating on the $85 million senior
secured credit facility is up one notch from the corporate family
rating, because the facility is secured by a portion of Sea
Containers' legacy container fleet, and Moody's believes the
realizable value of the related container collateral would be
sufficient to cover this facility's obligation in the event of
liquidation.

All ratings remain on review for further downgrade due to the
heightened prospects of a debt restructuring given Sea Containers'
intent to hold discussions with public note holders, and the
uncertainties of the timing of the closing of a sale of Silja
Lines.

In its review, Moody's will focus on the resolution of the prompt
sale of Silja Lines.  With respect to the potential sale of Silja
Lines, Sea Containers could be challenged to close a transaction
before the quickly approaching peak summer ferry season, and
Moody's believes that a closing beyond June 2006 could be for
lower value since the benefit of peak traffic would not accrue to
the acquirer.  Additionally, the sale transaction will likely
require regulatory approval which could delay the closing of a
transaction.

In addition, provisions in the indenture governing the notes due
2012, could require Sea Containers to use some of the proceeds
from the sale of the Orient Express shares to tender for certain
of the notes outstanding.

The Indenture requires 75% of Excess Cash Proceeds from sales of
shares of Oriental Express to be returned to note holders via
tender offers. These tenders, if required, will significantly
reduce Sea Containers liquidity.

Sea Containers last reported cash of approximately $89 million as
of September 30, 2005, and subsequently sold the Orient Express
shares for gross proceeds of approximately $300 million.

Ratings downgraded:

    1) Sea Containers Ltd.:
       
        -- Corporate Family Rating to Caa1 from B2
        -- senior secured to B3 from B2
        -- senior unsecured to Caa2 from B3 and
        -- Issuer Rating to Caa2 from B3

Sea Containers Ltd. headquartered in Hamilton Bermuda, is a
provider of ferry services, primarily in the Baltic Sea, the
franchisee-operator of the Great Northern Railroad in the U.K.,
and a lessor of cargo containers to the shipping industry.


SEA CONTAINERS: S&P Lowers Corp. Credit Rating to CCC- from CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers Ltd., including lowering the corporate credit rating to
'CCC-' from 'CCC+'.  All ratings remain on CreditWatch with
negative implications; ratings were initially placed on
CreditWatch on Aug. 25, 2005, and lowered on Feb. 16, 2006, and
again on March 24, 2006.
     
The rating action follows the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."  

"The announcement appears to imply that the company could approach
note holders with a proposal to restructure their debt," said
Standard & Poor's credit analyst Betsy Snyder.  "If such a
restructuring were to occur and did not provide full value to the
note holders, ratings on these notes would likely be lowered to
'SD'."
     
Sea Containers expects its 2005 financial statements to include
language "raising substantial doubt about the company's ability to
continue as a going concern."  In addition, late last week the
company received the decision regarding its dispute with GE
Capital relating to GE SeaCo, and is "evaluating the consequences
of the decision for the company," and will make an announcement
shortly.

In the meantime, the company is continuing with the sale of its
ferry assets.  The company had previously stated that its exit
from the ferry operations would result in a noncash, pretax
impairment charge of approximately $500 million, to be taken in
the fourth quarter of 2005.  The charge would reduce Sea
Containers' net worth by approximately $475 million, and result in
noncompliance with certain net worth covenants in certain of its
bank agreements.  The company is currently in discussions with the
bank lenders regarding covenant waivers or amendments.  If the
company is unsuccessful with its restructuring plans, a Chapter 11
bankruptcy filing could result.
     
Standard & Poor's will monitor the:

   * potential financial restructuring of the company;

   * progress on the sale of the ferry operations;

   * progress on waivers or amendments to the covenants in the
     bank facilities; and

   * resolution of the arbitration with General Electric

to resolve the CreditWatch.


SIERRA HEALTH: Sustained Earnings Cues S&P to Lift Ratings to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its counterparty credit
rating on Sierra Health Services Inc. (NYSE:SIE) to 'BB+' from
'BB' and removed it from CreditWatch with positive implications,
where it was placed on Feb. 7, 2006.  Standard & Poor's also said
that the outlook on Sierra is positive.

"We raised the ratings primarily because of Sierra's sustained
earnings and cash-flow strength and improved balance-sheet
profile," explained Standard & Poor's credit analyst Joseph
Marinucci.

The rating reflects Sierra's well-established core market position
in Nevada, strong profitability and cash-flow characteristics, and
enhanced holding-company liquidity.  Offsetting factors include
Sierra's concentrated geographic business profile, narrow product
scope relative to its larger peers, and relatively large share-
repurchase program.

Standard & Poor's expects Sierra's enrollment to grow at a
moderately strong pace in 2006 to 660,000-680,000 members, with
core HMO membership reaching 380,000-400,000 members.  Operating
performance is expected to remain very strong in 2006, with no
special charges anticipated.  If Sierra were to achieve Standard &
Poor's earnings expectations in 2006, pretax income, debt
leverage, and interest coverage would be extremely conservative
for the rating.  In 2006, Standard & Poor's expects cash inflow to
the parent company to remain stable, as the holding company
derives significant cash inflows from management fees from
regulated subsidiaries.

The positive outlook reflects the potential for the rating to be
raised by another notch if Sierra sustains its earnings and cash-
flow profile and effectively manages through an important near-
term provider contract negotiation period.  Conversely, the
outlook could be revised to stable if profitability were to
materially erode, if Sierra were to lose some of its competitive
advantage, or if operational effectiveness were compromised by any
provider system disruptions.


SITEL CORPORATION: Unit's Irregularities Cause Reporting Delay
--------------------------------------------------------------
SITEL Corporation says it will be unable to file its Annual Report
on Form 10-K for the year ended Dec. 31, 2005, with the Securities
and Exchange Commission.

The delay is caused by the continuing investigation of some
irregularities at one of the company's international subsidiaries
and will allow KPMG LLP time to complete its audit of the
Company's financial statements.

The Company is continuing to complete the restatements of its
previously issued financial statements for the fiscal years 2000
through 2004 and potentially for each of the three-month periods
covered by the interim quarterly reports for the fiscal year 2005
determined necessary as a result of the investigation.

The Company will complete the restatements and file all required
SEC reports as quickly as practicable but cannot predict a precise
date at this time.

The Company is in discussions with its lenders concerning waiver
of the technical event of default that will result from the
Company's inability to deliver its audited financial statements
for the year ended Dec. 31, 2005, to its lenders by March 31,
2006.

SITEL Corporation (NYSE:SWW) -- http://www.sitel.com/-- provides  
outsourced customer support services.  On behalf of many of the
world's leading organizations, SITEL designs and improves customer
contact models across its clients' customer acquisition, retention
and development cycles. SITEL manages approximately two million
customer interactions per day via the telephone, e-mail, Internet
and traditional mail.  SITEL has over 36,000 employees in
91 global contact centers, utilizing more than 32 languages and
dialects to serve customers in 56 countries.


SOUTH FINANCIAL: DBRS Places Rating on Subor. Debt at BB(high)
--------------------------------------------------------------
Dominion Bond Rating Service confirmed its ratings of The South
Financial Group, Inc. at BBB and R-2, and its bank subsidiaries,
Carolina First Bank and Mercantile Bank, subsequent to a detailed
review of the Company.  Additionally, DBRS assigned a rating of BB
(high) to TSFG's Subordinated Debt.  The trends on all ratings are
Stable.

TSFG's ratings are underpinned by a growing three-state super-
community banking franchise with strong deposit and loan growth, a
demographically attractive operating footprint, and improving
credit quality.  The Company's concentration in commercial real
estate, reliance on wholesale funding, and below peer
capitalization are also incorporated into the assigned ratings
level.

Traditionally an acquisition-driven bank, TSFG has assembled a
metropolitan-based franchise that targets high-growth markets
within its southeastern footprint.  With a 60/40 asset
distribution between the Carolinas and Florida, the Company's
opportunistic strategy focuses on providing quality service to
small- and middle-market business customers whose banking
relationships have been disrupted by the significant amount of
regional bank consolidation over the past 20 years.

TSFG's modest earnings power was further constrained over the past
year due to a sharply narrowing wholesale spread and elevated
operating expenses.

Having doubled in size in the past three years, the Company has
elected to defer its normally brisk acquisition pace in order to
strengthen its initiatives to improve internal asset-liability
management, deposit mix, and fee-based revenue stream while
reducing expenses.

DBRS expects gradual earnings improvement from these initiatives
over the near to medium term.  Modest fee income levels are not
expected to grow significantly as a function of revenues, if TSFG
remains an active acquirer of community banks whose low non-
interest revenues are dilutive to TSFG's.

Loan growth has been brisk with a noteworthy concentration in CRE,
as it is a preferred asset class.  The composition of acquired
bank loan portfolios has exacerbated this concentration.

TSFG subsidiary banks have demonstrated an improving ability to
manage their loan portfolios, as evidenced by lower levels of non-
performing loans that are approaching peer levels, although net
charge-offs remain elevated.

DBRS notes that TSFG has an adequate core deposit franchise that
is ranked fourth by deposit market share in South Carolina, but is
in a weaker 16th position in Florida, both of which are highly
competitive markets.

The Company's deposit growth has traditionally lagged its loan
growth, requiring more expensive and less stable wholesale funding
to finance the gap.  Recently, however, TSFG began to make
progress in reducing its wholesale funding levels with a renewed
focus on deposit gathering.  While capital levels consistently
exceed regulatory requirements, they lag its peers and are not
expected to change significantly due to the Company's acquisition
appetite.

The South Financial Group, Inc., the largest bank holding company
based in South Carolina, is a regional financial services company
with $14 billion in assets and 172 branches operating two bank
subsidiaries, Carolina First Bank and Mercantile Bank, as of
December 31, 2005.


SOUTHERN COPPER: Moody's Ups Ba1 Rating on Sr. Notes to Baa2
------------------------------------------------------------
Moody's Investors Service upgraded Southern Copper Corporation's
senior unsecured notes to Baa2 from Ba1.  In related rating
actions, Moody's withdrew the company's Ba1 corporate family
rating and its SGL-1 speculative grade liquidity rating.  
Additionally, Moody's affirmed the Ba2 senior unsecured ratings of
Minera Mexico, a subsidiary of Southern Copper.  The rating
outlook is stable.

The upgrade recognizes Southern Copper's progress in strengthening
its operating platform following the successful integration of
Minera Mexico, its balanced capital structure and improved
financial metrics.  In addition, copper fundamentals, although
currently at unsustainably high levels in Moody's view, are
expected to remain solid over the medium term given low inventory
levels and lack of significant additional capacity coming on
stream, thereby allowing Southern Copper to sustain improved
financial metrics.

The upgrade also anticipates that the company will continue to
prudently evaluate the level of dividend payouts relative to cash
flow generation and capital investment requirements and will not
pressure its balance sheet or liquidity position with excessive
dividends.  However, Moody's ratings for Southern Copper reflect
the cyclicality inherent in the copper industry as well as the
political and labor environments in which the company operates.
The rating outlook is stable.

These ratings were upgraded:

Southern Copper Corporation

   * $ 200 million notes due 2015 to Baa2 from Ba1

   * $ 600 million notes due 2035 to Baa2 from Ba1

These ratings were withdrawn:

Southern Copper Corporation

   * Ba1 Corporate Family Rating

   * SGL-1 Speculative Grade Liquidity Rating

This ratings was affirmed:

   * Minera Mexico -- Ba2 senior unsecured notes

Southern Copper, a Delaware incorporated company 75% owned by
Grupo Mexico, conducts its operations through its branch in Peru
and its Mexican subsidiary, Minera Mexico.  Earnings and cash flow
generation are roughly balanced between the Peruvian and Mexican
operations.  Despite cost pressures from energy and other input
cost increases, which Moody's expects to continue, robust copper
prices have contributed to significant earnings and cash flow
improvement, indicating Southern Copper's high leverage to copper
prices.

Moody's previous rating action on Southern Copper was the July 11,
2005 assignment of Ba1 ratings to the company's senior unsecured
note issues aggregating $800 million.

Southern Copper Corporation, headquartered in Phoenix, Arizona, a
majority owned subsidiary of Grupo Mexico S.A. de C.V. , is a
leading global producer of copper and other metals with major
mining and processing operations in Peru and Mexico.  Revenues in
2005 were $4.1 billion.


STAR GAS: Recapitalization Prompts S&P to Upgrade Ratings to B-
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Star Gas Partners L.P. to 'B-' from 'CCC+' and removed
the rating from CreditWatch with developing implications.  The
outlook is stable.

The rating action reflects the successful completion of the
company's recapitalization plan, which included $57.7 million in
new equity from Kestrel Energy Partners LLC and a repurchase of
about $100 million of debt.

As of Dec. 31, 2005, the Stamford, Connecticut-based fuel oil
distributor had $267 million of debt outstanding.

"Despite the vulnerable business risk profile, we expect the
company's recapitalization plan to improve financial measures and
overall credit quality," said Standard & Poor's credit analyst
John Kennedy.

Standard & Poor's expects the plan to result in total debt to
capitalization below 55% and funds from operations interest
coverage above 1.5X.  These levels are consistent with the new
rating category.

"The stable outlook reflects our expectation that the
recapitalized Star Gas Partners will operate at its current
leverage and improve its cash flow coverage measures along with
its cash flow stability," said Mr. Kennedy.

Failure to execute on the plan, a weakening of the financial
measures due to increased customer attrition, or further cash flow
underperformance could cause downward pressure on the ratings.


SYLVEST FARMS: Taps Baker & Hostetler as Bankruptcy Counsel
-----------------------------------------------------------
Sylvest Farms, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Alabama, Southern
Division, for permission to retain Baker & Hostetler LLP as their
bankruptcy counsel.

The Debtors selected Baker & Hostetler as counsel based on the
firm's extensive experience and knowledge of debtors' and
creditors' rights and business reorganizations under Chapter 11 of
the Bankruptcy Code.

Baker & Hostetler will:

     a) advise the Debtors with respect to their powers and duties
        as debtors-in-possession in the continued management and
        operation of their business and properties;

     b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest and advise and
        consult on the conduct of the case, including all of the
        legal and administrative requirements  of operating under
        Chapter 11;

     c) take all necessary actions to protect and preserve the
        Debtor's estates, including the prosecution of actions on
        the Debtor's behalf, the defense of any actions commenced
        against those estates, negotiations concerning litigation
        in which the Debtors may be involved and objections to
        claims filed against the estates;

     d) prepare, on behalf of the Debtors, motions, applications,
        answers, orders, reports, papers and pleadings necessary
        to the administration of the estates;

     e) negotiate and prepare, on the Debtor's behalf, Chapter 11
        plans of reorganization or liquidation, disclosure
        statements and related agreements and take any necessary
        action to obtain confirmation of any plan;

     f) advise the Debtors in connection with any sale of their
        assets;

     g) appear before the Bankruptcy Court, any appellate courts
        and the U.S. Trustee and protect the interests of the
        Debtor's estates; and

     h) perform other necessary legal services and provide
        necessary legal advice to the Debtors in connection with
        their Chapter 11 cases.

The attorneys who will be primarily responsible for this
engagement and their hourly rates are:

        Attorney                            Hourly Rate
        --------                            -----------
        Richard A. Robinson, Esq.              $390
        Eric S. Golden, Esq.                   $280

Mr. Robinson informs the Bankruptcy Court that his firm has used
approximately $118,054 of the prepetition retainer provided by the
Debtors.  Baker & Hostetler currently holds a retainer balance of
$56,945 for postpetition fees and expenses.

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

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets  
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
When the Debtors filed for protection from their creditors, they
estimated their total assets and debts at $50 million to $100
million.


SYLVEST FARMS: Has Interim Access to $34 Million Wachovia DIP Loan
------------------------------------------------------------------
The Hon. Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama, Southern Division, allowed on an
interim basis, Sylvest Farms, Inc., and its debtor-affiliates to
obtain debtor-in-possession financing and other extensions of
credit from Wachovia Bank, National Association.

The Debtors negotiated the DIP loan with Wachovia to obtain
sufficient fund to operate their businesses and to manage and
preserve their assets.  

Under a secured discretionary revolving credit facility, the
Debtors can access up to $34 million of postpetition credit from
Wachovia.  The Debtors can also incur overdrafts and related
liabilities from Wachovia arising from treasury, depository and
cash management services or in connection with automated
clearinghouse fund transfers.  All advances under the credit
facility will bear interest at a variable per annum rate of
interest equal to 200 basis points in excess of the Base Rate.

                   Wachovia's Priming Lien

Wachovia and the Federal Land Bank Association of South Alabama
hold liens on the Debtors' assets on account of prepetition debts.  
To secure repayment of the DIP loan, the Debtors grant Wachovia a
primary security interest in and lien on all of their assets.

Richard A. Robinson, Esq., at Baker & Hostetler LLP, told the
Bankruptcy Court that under the DIP loan agreement, the Debtors
are required to grant Wachovia a priming lien pursuant to Section
364(d)(1) of the Bankruptcy Code.

Land Bank opposed the Debtors' move to prime its prepetition liens
and said that the DIP Loan agreement violates its own contractual
agreements with Wachovia.  Judge Mitchell overruled Land Bank's
objections and denied the Bank's request to stay the effectiveness
of the interim DIP financing order.

Wachovia's superpriority claim under the DIP financing is subject
to a carve out for:   

     -- administrative fees and expenses;

     -- reasonable hourly fees and expenses incurred by the
        Debtors' Professionals and Committee Counsel;

     -- employee success fees permitted under the DIP Loan
        agreement, and;

     -- a maximum of $125,000 for all hourly fees and expenses
        incurred by the Debtors' Professionals and Committee
        Counsel after the earlier of the Termination Date or the
        Debtors' receipt of a written notice of default.

                   Adequate Protection Payments

Under the DIP financing agreement, approximately $24 million of
the DIP loan proceeds will be paid immediately upon closing to
Wachovia as adequate protection for the postpetition consumption
of its collateral.  In addition, the Debtors are required to make
monthly adequate protection payments of $40,000 and $20,000 to
Land Bank and Wachovia, respectively.

Apart from adequate protection payments, the Debtors will also pay
Wachovia:

    -- a $10,000 monthly administrative fee;

    -- a $680,000 commitment fee;

    -- an asset preservation fee in an amount equal to 5% of the
       amount by which the total aggregate consideration paid for
       the successful consummation of any sale of the Debtors'
       Business as a going concern exceeds $10 million; and

    -- legal fees and other charges.

                    About Sylvest Farms

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets  
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
When the Debtors filed for protection from their creditors, they
estimated their total assets and debts at $50 million to $100
million.


TENET HEALTHCARE: Amends Three Quarters of 2005 Financial Reports
-----------------------------------------------------------------
Tenet Healthcare Corporation filed with the Securities and
Exchange Commission on April 6, 2006, its amended financial
statements for the:

   -- first quarter ended March 31, 2005;
   -- second quarter ended June 30, 2005; and
   -- third quarter ended Sept. 30, 2005.

These financial statements were amended to reflect the
restatements based on the findings of an independent investigation
conducted by the audit committee of the company's board of
directors.

The company's Statement of Operations showed:

                               For the quarter ended
                  -----------------------------------------------
                  March 31, 2005   June 30, 2005   Sept. 30, 2005
                  --------------  --------------   --------------
Revenue           $2,501,000,000  $2,420,000,000   $2,394,000,000

Net (Loss)           ($4,000,000)   ($33,000,000)   ($401,000,000)

The company's Balance Sheet showed:

                               For the quarter ended
                  -----------------------------------------------
                  March 31, 2005   June 30, 2005   Sept. 30, 2005
                  --------------  --------------   --------------
Current Assets    $1,497,000,000  $4,123,000,000   $4,026,000,000

Total Assets     $10,210,000,000 $10,252,000,000   $9,967,000,000

Current
Liabilities       $1,843,000,000  $1,976,000,000   $1,982,000,000

Total
Liabilities       $8,487,000,000  $8,543,000,000   $8,643,000,000

Total
Stockholders'
Equity            $1,723,000,000  $1,709,000,000   $1,324,000,000

                        SEC investigation

The Securities and Exchange Commission is conducting a formal
investigation of whether:

   -- the company's financial reporting disclosures relating to
      Medicare outlier reimbursements and stop-loss payments under
      managed care contracts were misleading or otherwise
      inadequate; and

   -- there was any improper trading of securities by some of the
      company's current and former directors and officers.

The securities law provisions implicated in the investigation
include Section 17(a) of the Securities Act, Section 10(b) of the
Exchange Act, regulations associated with those statutes, and
Rules 12b-20, 13a-1 and 13a-13 under the Exchange Act.

On April 27, 2005, the company received a Wells Notice from the
staff of the SEC in connection with the investigation.  The SEC
also issued Wells Notices to some former senior executives of the
Company who left their positions in 2002 and 2003, including the:

   -- former chief executive officer,
   -- former chief operating officer,
   -- former general counsel,
   -- former chief financial officer,
   -- former chief accounting officer, and
   -- former senior vice president of government programs.

A Wells Notice indicates that the SEC's staff intends to recommend
that the agency bring a civil enforcement action against the
recipients for possible violations of federal securities laws.
Recipients of Wells Notices have the opportunity to respond before
the SEC's staff makes its formal recommendation on whether any
action should be brought.

The SEC is also investigating allegations made by a former
employee that inappropriate contractual allowances for managed
care contracts may have been established at three California
hospitals through at least fiscal year 2001.

At the request of the audit committee of the company's board of
directors, the board's independent outside counsel, Debevoise &
Plimpton LLP conducted an investigation of these allegations
utilizing the forensic accounting services of Huron Consulting
Group.

This investigation was expanded and included determining whether
similar issues might have affected other Tenet hospitals during
the periods mentioned in the allegations and any other pertinent
periods.

Debevoise and Huron have completed their investigation and
presented the results of their findings to the audit committee.
Based on these findings, the audit committee determined that it
would be necessary to restate the company's previously reported
financial statements.  

The company is cooperating with the SEC with respect to its
investigation, including responding to subsequent requests for
voluntary production of documents, as well as a subpoena request
for documents dated Oct. 6, 2005, and have provided regular
updates to the SEC as to the progress of the investigation.

Full-text copies of the company's amended financial statements are
available for free at:

   first quarter ended
   March 31, 2005             http://ResearchArchives.com/t/s?87f

   second quarter ended
   June 30, 2005              http://ResearchArchives.com/t/s?880

   third quarter ended
   Sept. 30, 2005             http://ResearchArchives.com/t/s?881

Tenet Healthcare Corporation -- http://www.tenethealth.com/--   
through its subsidiaries, owns and operates acute care hospitals
and related health care services.  Tenet's hospitals aim to
provide the best possible care to every patient who comes through
their doors, with a clear focus on quality and service.

                           *     *     *

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch Ratings affirmed Tenet Healthcare Corp.'s issuer default
rating at 'B-' and senior unsecured notes at 'B-/RR4'.  Fitch say
the rating outlook is negative.

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Moody's Investors Service affirmed Tenet Healthcare
Corporation's speculative grade liquidity rating at SGL-4.  
Moody's say the outlook for the ratings remains negative.


TNS INC: BB- Corp. Credit & Sr. Debt Ratings Remain on S&P's Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services held its 'BB-' corporate credit
and senior secured debt ratings for Reston, Virginia-based TNS
Inc. remain on CreditWatch with negative implications.  The
ratings were listed on CreditWatch March 14, 2006, following an
announcement that TNS received a nonbinding proposal from members
of senior management to acquire the outstanding shares of TNS for
a cash price of $22 per share, or about $500 million.
     
The company recently announced that a special committee of the
board of directors has rejected this offer.  The company also
announced that it has hired an investment bank to explore a range
of strategic alternatives for the purpose of enhancing shareholder
value.
      
"We will monitor the progress of TNS' discussions with its
investment bank, and meet with management to discuss financing
plans, should the board of directors elect to adopt a more
aggressive capital structure," said Standard & Poor's credit
analyst Ben Bubeck.
     
The CreditWatch listing reflects continued uncertainty surrounding
long-term plans for TNS' capital structure.  While TNS' current
financial risk profile, including operating lease-adjusted total
debt to EBITDA of about 2.2x, supports current ratings,
shareholder initiatives appear to be a priority over the near
term, and other acquisition offers may also be submitted.


TRANSTECHNOLOGY CORP: Completes New $50 Million Refinancing Deal
----------------------------------------------------------------
TransTechnology Corporation (OTC: TTLG) completed the refinancing
of its existing credit facility with a new $50 million credit
facility provided by Wells Fargo Foothill, Inc. and Allied
Capital's senior loan underwriting group, AC Finance LLC.

In addition to allowing the company to retire all of its existing
debt, the new facility provides working capital for the company's
current and expected future needs.  The new credit facility has a
maturity of 60 months and provides for a $10 million revolving
line of credit and term loans totaling $40 million.  The
refinancing will retire approximately $45 million of existing debt
leaving approximately $5 million available for working capital.

"We are very pleased to have accomplished this refinancing with
Wells Fargo Foothill and AC Finance," Robert L. G. White,
President and Chief Executive Officer of the company, said.  "The
new credit facility, the cost of which is indexed to LIBOR, has
allowed us to reduce our blended cost of debt to approximately
8.5% from the 16% blended rate of our retired debt.  We expect
that, based on the amount of debt refinanced, the lower rates of
the new facility will save us approximately $3.4 million in annual
interest costs, or $.23 per diluted share."

Mr. White continued, "In connection with the retirement of the old
debt, we will recognize a pre-tax charge in the first quarter of
fiscal 2007 currently estimated to be $1.3 million, or $.09 per
diluted share, related to the write-off of capitalized fees and
costs.  Costs and fees associated with the refinancing and new
debt are estimated at $400,000 and will be capitalized and
expensed over the term of the new financing."

                   About TransTechnology Corp.

TransTechnology Corporation -- http://www.transtechnology.com/--      
operating as Breeze-Eastern -- http://www.breeze-eastern.com/--      
designs and manufactures sophisticated lifting devices for
military and civilian aircraft, including rescue hoists, cargo
hooks, and weapons-lifting systems.  The company, which employs
approximately 180 people at its facility in Union, New Jersey,
reported sales from continuing operations of $64.6 million in the
fiscal year ended March 31, 2004.

At Dec. 25, 2005, TransTechnology Corporation's balance sheet
showed a $5,734,000 stockholders' deficit, compared to a
$6,359,000 deficit at March 31, 2005.


TOWER AUTOMOTIVE: Has Until June 27 to File Chapter 11 Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
further extended, until June 27, 2006, the period within which
Tower Automotive, Inc., and its debtor-affiliates have the
exclusive period to file a chapter 11 plan of reorganization.  The
Court also extended, until Aug. 26, 2006, the Debtors' exclusive
period to solicit acceptances of that plan.

Anup Sathy, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois,
tells Judge Gropper that despite the Debtors' most diligent
efforts, they were not able to complete development of a Plan
before April 28, 2006.

The Debtors have made significant progress as evidenced by their
operational restructuring efforts, the development of their
business plan, and the considerable time and attention the
Debtors have devoted to the development, and negotiation of
proposals under Sections 1113 and 1114 of the Bankruptcy Code,
Mr. Sathy relates.

In light of this progress, the Debtors believe that they deserve
the opportunity to continue to pursue their restructuring
objectives without the distraction of allowing third parties the
opportunity to file and solicit acceptances of a competing plan
of reorganization.

Among other things, the Debtors have been busy with:

   a. extensive discussions and meetings with their North
      American and European customers and suppliers to ensure the
      continued integrity of their supply chain and to garner the
      support and cooperation of these constituencies that are so
      vital to the success of the Debtors' restructuring efforts;

   b. on-going evaluation of their executory contracts and
      unexpired leases;

   c. analysis and reconciliation of claims in connection with
      developing a plan of reorganization;

   d. formal and informal dialogues with the Official Committee
      of Unsecured Creditors to explore restructuring
      alternatives and mechanisms;

   e. evaluation of their entire business model to rationalize,
      evaluate and enhance the efficiencies of these businesses.  
      The Debtors have substantially completed the business plan
      that they expect will serve as the foundation for their
      Chapter 11 plan; and

   f. good faith discussions with their various unions and with
      the Official Committee of Retired Employees, and
      maintenance of a comprehensive on-line data room to
      facilitate the sharing of information with the unions and
      the Retiree Committee.

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


TOWER AUTOMOTIVE: Court Okays Waiver Agreement with DIP Lenders
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Tower Automotive, Inc., and its debtor-affiliates authority
to:

   a. enter into a Waiver Letter with respect to a
      Revolving Credit, Term Loan and Guaranty Agreement with
      their postpetition secured lenders;

   b. pay waiver fees to JPMorgan Chase Bank, N.A, as
      administrative agent for the DIP Lenders, for $362,500 or
      0.05% of the DIP Lenders' commitment under the DIP Credit
      Agreement; and

   c. pay JPMorgan a $250,000 arrangement fee.

                       Need For Waiver

On March 31, 2006, the Debtors notified the Securities and
Exchange Commission that they would not be able to timely file
their Annual Report for fiscal year 2005.  The Debtors were
unable to timely file the Form 10-K because they are still in the
process of gathering and preparing the information required by
their auditors, Anup Sathy, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, explains.

The DIP Credit Agreement requires the Debtors to supply JPMorgan
and the DIP Lenders with audited financial reports within 90 days
following the end of a fiscal year.  The Debtors will be unable
to satisfy this covenant.  The DIP Credit Agreement provides that
any failure to observe or perform a covenant or agreement in the
DIP Credit Agreement will constitute an event of default.

                      Waiver Conditions

Accordingly, pursuant to the Waiver Letter, the DIP Lenders agree
to waive the requirements of the DIP Credit Agreement so that:

   a. the Debtors' financial statements for the fiscal year ended
      December 31, 2005, may be delivered to JPMorgan and the DIP
      Lenders by June 30, 2006, rather than within 90 days after
      the end of the fiscal year; and

   b. the financial statements for the fiscal quarter ending
      March 31, 2006, may be delivered to JPMorgan and the DIP
      Lenders by June 30, 2006, rather than within 45 days of
      the end of the fiscal quarter.

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


ULTCO INC: Case Summary & Largest Unsecured Creditor
----------------------------------------------------
Debtor: ULTCO, Inc.
        3605 Robbins Road
        Austin, Texas 78730

Bankruptcy Case No.: 06-10661

Type of Business: The Debtor's affiliate, Ultimate Ford, Inc.,
                  filed for chapter 11 protection on
                  January 24, 2006 (Bankr. W.D. Texas, Case No.
                  06-10061).

Chapter 11 Petition Date: May 1, 2006

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Christopher J. Tome, Esq.
                  8650 Spicewood Springs Road, PMB #504
                  Austin, Texas 78759-4322
                  Tel: (512) 249-1904
                  Fax: (512) 249-1920

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Lee County Tax                   2006 Property          Unknown
Assessor-Collector               Taxes
P.O. Box 390
Giddings, TX 78942


VARIG S.A.: Brazilian Court OKs A&M as Restructuring Advisor
------------------------------------------------------------
Judge Luiz Roberto Ayoub of the 8th District Bankruptcy Court in
Rio de Janeiro, Brazil, granted the request of VARIG, S.A.'s
creditors to hand over the airline's management to Alvarez &
Marsal Inc., Bloomberg News says, citing Valor Economico.

Alvarez & Marsal will replace VARIG chief executive Marcelo
Bottini.

As reported in the Troubled Company Reporter on March 21, 2006,
VARIG hired Alvarez & Marsal as chief restructuring advisors to
work with the company's management and board as it moves forward
with the restructuring process.

The decision to retain a professional restructuring firm was
initiated by Varig's creditors and the selection process followed
strict technical criteria.  Alvarez & Marsal was chosen from among
a group of firms based on its long history of successful
restructurings and its professional team's specific experience
with other distressed airlines including US Airways and
AeroMexico.

                      About Alvarez & Marsal

Alvarez & Marsal -- http://www.alvarezandmarsal.com/-- is a   
leading global professional services firm with expertise in
guiding underperforming companies and public sector entities
through complex financial, operational and organizational
challenges.  Alvarez & Marsal provide specialized services,
including: Turnaround and Management Advisory, Crisis and Interim
Management, Performance Improvement, Creditor Advisory, Global
Corporate Finance, Dispute Analysis and Forensics, Tax Advisory,
Business Consulting, Real Estate Advisory and Transaction
Advisory.  A network of experienced professionals in locations
across the US, Europe, Asia and Latin America, enables the firm to
deliver on its proven reputation for leadership, problem solving
and value creation.

                           About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Halts Service to Portugal and Sends Passengers to TAP
-----------------------------------------------------------------
As widely reported, VARIG, S.A., will suspend flights to Portugal
beginning May 15, 2006, as part of its restructuring strategies.  

VARIG will transfer its passengers to TAP Portugal.  VARIG and TAP
Portugal are parties to a code-sharing agreement.

VARIG serves six or seven weekly flights between Brazil and
Portugal.  VARIG's decision will end 40 years of VARIG service to
Portugal, AFX News Limited says, citing Jornal de Negocios.

                            About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VARIG S.A.: Preliminary Injunction in Place Until June 1
--------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York issued a bridge order extending the
Preliminary Injunction in VARIG S.A. and its debtor-affiliates'
Section 304 cases, through and including June 1, 2006.

Judge Drain made the bench ruling over the objections of:

   1.  Willis Lease Finance Corporation;

   2.  Mitsui & Co. Ltd.;

   3.  U.S. Bank National Association;

   4.  Wells Fargo Bank Northwest, N.A. and Wells Fargo Bank
       National Association, as Trustees;

   5.  International Lease Finance Corporation;

   6.  Aircraft SPC-6, Inc.;

   7.  The Boeing Company;

   8.  Ansett Worldwide Aviation U.S.A., et al.;

   9.  GATX Capital;

   10. United States of America by the United States Attorney for
       Region 2;

   11. The Port Authority of New York and New Jersey; and

   12. Los Angeles World Airports.

The disgruntled aircraft lessors have asked the Court to dissolve
the preliminary injunction and deny the Foreign Debtors' request
to convert the Preliminary Injunction to a permanent injunction.  
They also want VARIG to return their leased aircraft and engines.

Willis, Mitsui, U.S. Bank and ILFC argued that the Foreign
Proceedings have failed, and the entry of a Permanent Injunction
or continuation of the existing Preliminary Injunction will
prevent lessors from exercising remedies on account of
postpetition defaults.

Boeing, SPC-6, Ansett and GATX believe that entry of a permanent
injunction would not be appropriate at this time due to the
current "fluid" state of the Foreign Proceedings.

Boeing pointed out that unless VARIG's current financial and
operating crisis is resolved quickly and appropriately, lessors
will be required to repossess their leased aircraft, and related
engines and assets in Brazil as well as in other countries where
those assets might be located.  As lessors attempt to enforce
remedies throughout the world, there is a real risk that any
order entered by the U.S. Court at this time will bring an
element of confusion, and thus prejudice.

SPC-6 noted that VARIG is currently unable to repay its
prepetition claims without additional infusions of cash from
outside investors.  Based on Alvarez & Marsal's March 2006
presentation to VARIG's creditors, the airline's recovery plan is
no longer feasible.

The Los Angeles World Airports, owner-operator of the Los Angeles
International Airport, told Judge Drain that if VARIG wants to
use LAWA property and operate aircraft to and from Los Angeles,
VARIG must pay for that right.  LAWA disclosed that as of the
Petition Date, VARIG owed it $3,198,783 for estimated rent,
passenger facility charges, landing fees and other charges.  LAWA
has filed a $345,245 claim with the Brazilian Court in October
2005.

The Port Authority of New York and New Jersey operates the John
F. Kennedy International Airport, LaGuardia Airport, Newark
Liberty International Airport and Teterboro Airport.  VARIG has
not paid $129,585 in landing fees for February 2006 at JFK
Airport.  The Port Authority asked Judge Drain to direct the
Foreign Debtors to pay its debt, and allow the preliminary
injunction to expire.

                Foreign Representative's Response

On behalf of Eduardo Zerwes, the Foreign Representative of VARIG,
S.A., and its debtor-affiliates, Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP, in New York, argued that
recent developments in the Foreign Debtors' cases warrant
extension of the preliminary injunction.

Mr. Antonoff said the Brazilian Court has scheduled a meeting of
the General Assembly of Creditors on May 2, 2006.  The purpose of
the meeting is to obtain creditor approval of a proposal made by
Varig Logistica S.A. to invest $450,000,000 in the Foreign
Debtors.

If approved by creditors and the Brazilian Court, the Proposal
will require certain modifications to the Recovery Plan and will
enable the Foreign Debtors to successfully emerge from the
Foreign Proceedings as a going concern, Mr. Antonoff explained.

Mr. Antonoff also clarified that the existing Preliminary
Injunction does not enjoin creditors from enforcing their rights
with respect to defaults or obligations first arising after the
Petition Date and not cured on or before January 13, 2006.  

Moreover, nothing in the Preliminary Injunction Order nor any of
the Orders entered by the Brazilian Court require the Foreign
Debtors to voluntarily return aircraft pursuant to the
Contingency Plan for the Orderly Return of Aircraft upon a
default under a lease.  Rather, Mr. Antonoff said, the
Contingency Plan was developed to be implemented in the event
that the Foreign Debtors are required to liquidate.  Contrary to
suggestions that the Foreign Proceedings have failed, no
liquidation has been ordered by the Brazilian Court.

Based on the VarigLog Proposal, the Foreign Representative argued
that implementation of the VARIG Contingency Plan now is
unwarranted and would frustrate the Foreign Debtors' successful
emergence from the Foreign Proceedings to the detriment of all
creditors.

              Proposed Preliminary Injunction Order

Judge Drain directs the counsel for the Foreign Representative to
circulate to those aircraft and engine lessors that have filed
objections to continuation of the Preliminary Injunction or that
otherwise actively participated in the Preliminary Injunction
Hearing, a proposed form of Preliminary Injunction Order with a
view to considering any comments the parties may have.

                           About VARIG

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente Cervo
as foreign representative.  In this capacity, Mr. Cervo filed a
Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case Nos.
05-14400 and 05-14402).  Rick B. Antonoff, Esq., at Pillsbury
Winthrop Shaw Pittman LLP represents Mr. Cervo in the United
States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts. (VARIG Bankruptcy News, Issue No. 18; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VILLAJE DEL RIO: Case Summary & 14 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Villaje Del Rio, Ltd.
        1121 Broadway
        San Antonio, Texas 78215

Bankruptcy Case No.: 06-50797

Type of Business: The Debtor is a real estate developer.

Chapter 11 Petition Date: May 1, 2006

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtor's Counsel: Michael J. O'Connor, Esq.
                  322 West Woodlawn
                  San Antonio, Texas 78212
                  Tel: (210) 735-2233
                  Fax: (210) 736-9025

Estimated Assets: Less than $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Colina Del Rio, LP               Lien Claimant      $20,267,340
c/o Phillip A. Kolvson
13750 San Pedro, Suite 600
San Antonio, TX 78232

Vollmer Electric                 Lien Claim                  $0
4901 McCullough
San Antonio, TX 78212

The Hartford                     Bond                        $0
Hartford Fidelity & Bonding
690 Asylum Avenue
Hartford, CT 06115

Thad Ziegler Glass, Ltd.         Lien Claim                  $0

Supreme Plumbing, Inc.           Lien Claim                  $0

Southwest Mechanical Services    Lien Claim                  $0

Phillip A. Kolvson               Agent for Las Colinas       $0

Elite Masonry, Inc.              Lien Claim                  $0

Drash Consulting Engineering     Lien Claim                  $0

Consolidated Electric            Mechanics Lien              $0

CFS Forming Structures           Lien Claim                  $0

Baker Drywall                    Lien Claim                  $0

Andres Construction              Lien Claim                  $0
Services, Inc.

Aluminum Window & Glass          Lien Claim                  $0


* 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 Lifetime Roof Systems, Inc.
   Bankr. D. Kans. Case No. 06-20463
      Chapter 11 Petition filed April 11, 2006
         See http://bankrupt.com/misc/ksb06-20463.pdf

In re Amys, Inc.
   Bankr. D. Ore. Case No. 06-30904
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/orb06-30904.pdf

In Bluffview 02-01, L.P.
   Bankr. E.D. Tex. Case No. 06-20034
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/txeb06-20034.pdf

In re Dream Team Oral Surgery, Inc.
   Bankr. M.D. Tenn. Case No. 06-01719
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/tnmb06-01719.pdf

In re Integrated Fuel Cell Technologies, Inc.
   Bankr. D. Del. Case No. 06-10382
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/deb06-10382.pdf

In re East Valley Youth & Family Support Centers
   Bankr. D. Ariz. Case No. 06-01024
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/azb06-01024.pdf

In re Mack Van and Kim C. Huynh
   Bankr. W.D. La. Case No. 06-50218
      Chapter Petition filed April 12, 2006
         See http://bankrupt.com/misc/lawb06-50218.pdf

In re Marshall's Security Services, Corp.
   Bankr. D. P.R. Case No. 06-01098
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/prb06-01098.pdf

In re R & L Group LLC
   Bankr. E.D. Mich. Case No. 06-44591
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/mieb06-44591.pdf

In re Sanjeev and Rajeev, Inc.
   Bankr. S.D. Ga. Case No. 06-60141
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/gasb06-60141.pdf

In re Terra At Palm Beach Gardens, LLC
   Bankr. S.D. Fla. Case No. 06-11350
      Chapter 11 Petition filed April 12, 2006
         See http://bankrupt.com/misc/flsb06-11350.pdf

In re A&M Pizza, L.L.C.
   Bankr. E.D. Va. Case No. 06-70497
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/vaeb06-70497.pdf

In re Alan R. and Penelope M. McWain
   Bankr. W.D. Wash. Case No. 06-40752
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/wawb06-40752.pdf

In re Coral Bay Paving, LLC
   Bankr. D. V.I. Case No. 06-30002
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/vib06-30002.pdf

In re Coral Bay Concrete, LLC
   Bankr. D. V.I. Case No. 06-30003
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/vib06-30003.pdf

In re Dental Arts Laboratory & Supply Co., Inc.
   Bankr. E.D. Ky. Case No. 06-20243
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/kyeb06-20243.pdf

In re Huckleberry I, Ltd
   Bankr. E.D. Mich. Case No. 06-44652
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/mieb06-44652.pdf


In re Jack Bernard Soodhalter
   Bankr. M.D. Tenn. Case No. 06-01784
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/tnmb06-01784.pdf

In re Michael Richard Cook
   Bankr. W.D. Wash. Case No. 06-40749
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/wawb06-40749.pdf

In re QUQ Trust
   Bankr. S.D. Fla. Case No. 06-11366
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/flsb06-11366.pdf  

In re Stones River Publishing Co., Inc.
   Bankr. M.D. Tenn. Case No. 06-01783
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/tnmb06-01783.pdf

In re Tropical Home Health Agency, Inc.
   Bankr. S.D. Tex. Case No. 06-10240
      Chapter 11 Petition filed April 13, 2006
         See http://bankrupt.com/misc/txsb06-10240.pdf

In re Central Illinois Partners, LLC
   Bankr. C.D. Ill. Case No. 06-70409
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/ilcb06-70409.pdf

In re Crane and Service Hoist, LLC
   Bankr. M.D. Fla. Case No. 06-01656
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/flmb06-01656.pdf

In re LaVita Corporation
   Bankr. D. Mass. Case No. 06-11021
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/mab06-11021.pdf

In re LTC, Inc.
   Bankr. S.D.N.Y. Case No. 06-35324
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/nysb06-35324.pdf

In re Lundallum Inc
   Bankr. D. Minn. Case No. 06-40611
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/mnb06-40611.pdf

In re Michael O. Aufdemberg
   Bankr. C.D. Calif. Case No. 06-10530
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/cacb06-10530.pdf

In re Palou Periodontal, Inc.
   Bankr. E.D. Tex. Case No. 06-40507
      Chapter 11 petition filed April 14, 2006
         See http://bankrupt.com/misc/txeb06-40507.pdf

In re The Plastics Group, Inc.
   Bankr. N.D. Ga. Case No. 06-64242
      Chapter 11 petition filed April 14, 2006
         See http://bankrupt.com/misc/ganb06-64242.pdf

In re Sangmun Kim
   Bankr. C.D. Calif. Case No. 06-10531
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/cacb06-10531.pdf

In re Neely-Price Plumbing, Inc.
   Bankr. N.D. Tex. Case No. 06-31568
      Chapter 11 Petition filed April 14, 2006
         See http://bankrupt.com/misc/txnb06-31568.pdf

In re Orange County Customs Inc.
   Bankr. C.D. Calif. Case No. 06-10535
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/cacb06-10535.pdf

In re Michael L. Covillo & Associates, Inc.
   Bankr. D. Colo. Case No. 06-11869
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/cob06-11869.pdf

In re Dahar Realty, Inc.
   Bankr. D. Mass. Case No. 06-40563
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/mab06-40563.pdf

In re Dahar Service, Inc.
   Bankr. D. Mass. Case No. 06-40564
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/mab06-40564.pdf

In re Ernest William Sangala Yap
   Bankr. E.D. Mich. Case No. 06-44742
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/mieb06-44742.pdf

In re Metcom, Inc.
   Bankr. E.D.N.Y. Case No. 06-70816
      Chapter 11 petition filed April 17, 2006
         See http://bankrupt.com/misc/nyeb06-70816.pdf

In re Tobacco Road Associates LP
   Bankr. E.D. Penn. Case No. 06-20470
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/paeb06-20470.pdf

In re Liberty Vending Services, Inc.
   Bankr. S.D. Tex. Case No. 06-31561
      Chapter 11 Petition filed April 17, 2006
         See http://bankrupt.com/misc/txsb06-31561.pdf

In re IM Einstein, Inc.
   Bankr. S.D. Tex. Case No. 06-31581
      Chapter 11 Petition filed April 18, 2006
         See http://bankrupt.com/misc/txsb06-31581.pdf

In re New Azusa Ministries, Inc.
   Bankr. W.D. Tenn Case No. 06-22711
      Chapter 11 Petition filed April 18, 2006
         See http://bankrupt.com/misc/tnwb06-22711.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 ***