TCR_Public/060508.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, May 8, 2006, Vol. 10, No. 108

                             Headlines

AGRICORE: DBRS Lifts BB(low) Rating on Senior Debt to BB
AIRBASE SERVICES: Court Names Dennis Faulkner as Ch. 11 Trustee
ALLIED WASTE: Moody's Rates Proposed $600 Mil. Senior Notes at B2
ALLIED WASTE: S&P Assigns BB- Rating to $600 Million Senior Notes
ALLIED WASTE: Fitch Expects to Rate Proposed $600 Mil. Notes at B+

AMERICAN AXLE: S&P Lowers Corporate Credit Rating to BB from BBB-
AMERISTAR INC: Moody's Revises Outlook on Ba3 Corp. Rating to Pos.
ANCHOR GLASS: Wants Court to Abate Proceedings on Panel Objection
ANCHOR GLASS: Court Approves General Chemical Agreement
ATA AIRLINES: Settles Dispute Over FINOVA's $11.2 Million Claim

ATLAS PIPELINE: Prices $35 Mil. Private Placement of Senior Notes
AZTAR CORPORATION: Pinnacle Increases Offer to $2.58 Billion
AZTAR CORPORATION: Board Says Columbia Offer is Still Better
BROOKS SAND: Court Approves Appointment of Chapter 11 Trustee
BUFFALO COAL: Voluntary Chapter 11 Case Summary

CALPINE CORP: Wants Court to Approve Dynegy Settlement Agreement
CALPINE CORP: Court Extends Plan-Filing Deadline to December 31
CATHOLIC CHURCH: Spokane Wants Tort Claim Sharing Rules Amended
CBRL GROUP: S&P Downgrades Unsecured Notes' Rating to B+
CC & R Inc: Case Summary & 7 Largest Unsecured Creditors

CHARLES GRIFFIN: Case Summary & 2 Largest Unsecured Creditors
COMVERSE TECH: N.Y. Attorney's Office Investigates Option Grants
CONSECO INC: S&P Affirms BB- Counterparty Credit Rating
CREDIT SUISSE: Moody's Cuts Rating on $9.2MM Class L Certs. to C
DANA CORP: Panel Taps FTI Consulting as Restructuring Advisors

DANA CORP: Committee Selects UBS Securities as Investment Bankers
DANA CORP: Seeks Court Okay to Pay $35 Million Tooling Claims
DELPHI CORP: U.S. Trustee Appoints 7-Member Equity Holders' Panel
DELPHI CORP: Fails to Convince GM to Defer Price Reductions
DIRECTV GROUP: Earns $235 Million of Net Income in First Quarter

DMX MUSIC: Files Chap. 11 Liquidation Plan & Disclosure Statement
E.SPIRE COMMS: Ch. 11 Trustee Wants Cases Converted to Ch. 7
EASY GARDENER: Gets Interim Access to $30 Mil. DIP Loan Facility
ENTERGY NEW: BNY & FGIC Voice Quarterly Dividend Payment Concerns
ENTERGY NEW ORLEANS: Hires Gordon Arata as Special Counsel

FAIRMONT GENERAL: Moody's Affirms Rating on 1994 Bonds at Ba2
FOAMEX INTERNATIONAL: Court Approves Paul Weiss as Lead Counsel
FOAMEX INT'L: Committee Taps Synergetics as Business Consultant
GALLERY CAPITAL: Moodys Rates $150 Mil. Senior Notes at (P)Caa1
GOODING'S SUPERMARKETS: Lessor Wants Lease Decision Period Moved

GOODYEAR TIRE: Net Income Up by 9% to $74 Million in First Quarter
HANGER ORTHOPEDIC: S&P Rates Proposed $190 Million Notes at CCC+
HAWKEYE RENEWABLES: S&P Puts $185 Million Loan's B Rating on Watch
HEXION SPECIALTY: Receives Required Consents for Senior Notes
HIGHWOODS PROPERTIES: Obtains New $350 Million Credit Facility

HILITE INT'L: S&P Lowers Corporate Credit Rating to B- from BB-
HOUGHTON MIFFLIN: Moody's Junks Rating on Proposed $300MM Notes
IMAGE INNOVATIONS: Fails to Announce Default Under H.E. Loan Pact
INNOVATIVE GROUP: Case Summary & 20 Largest Unsecured Creditors
INTEGRATED DISABILITY: Wants to Walk Away from Bloomfield Leases

INTERNATIONAL PAPER: Incurs $1.2 Billion Net Loss in First Quarter
JOBSON MEDICAL: S&P Rates Proposed $147 Mil. Credit Facility at B-
KMART CORP: Ct. Signs Agreed Orders Lifting Stay for 16 Claimants
KULLMAN INDUSTRIES: Has Until May 31 to File Chapter 11 Plan
LONDON FOG: Court Okays Perkins Coie as Bankruptcy Counsel

LORBER INDUSTRIES: Hires Elgort Textile as Liquidator
MARSH SUPERMARKETS: Sun Merger Cues Moody's to Review Ratings
MERIDIAN AUTOMOTIVE: Judge Walrath Disqualifies Milbank as Counsel
MMRENTALSPRO LLC: Wants to Hire Patrick Beard as Special Counsel
MONEY CENTERS: Sherb & Co. Raises Going Concern Doubt

MUSICLAND HOLDING: Court Extends Removal Period to July 12
NAVISTAR INT'L: Inks $3 Million Loan Deal with CapSource Fin'l
ONEIDA LTD: Court Directs U.S. Trustee to Appoint Equity Committee
PIER 1 IMPORTS: S&P Holds Low-B Ratings on Negative CreditWatch
PINNACLE ENTERTAINMENT: Ups Offer to Buy Aztar to $2.58 Billion

POPE & TALBOT: KPMG LLP Raises Going Concern Doubt
PORTA SYSTEMS: BDO Seidman Raises Going Concern Doubt
PORTA SYSTEMS: Kornfeld Replaces Carney as Chief Executive Officer
PREMIUM PAPERS: Hires Young Conaway as Bankruptcy Counsel
PREMIUM PAPERS: Committee Wants Lowenstein Sandler as Counsel

QUANTUM CORP: Moody's Reviews Low-B Ratings and May Downgrade
RAPSOD TRADE: Moody's Rates Corporate Family Rating at (P)Caa1
REPUBLIC STORAGE: Court Okays Calfee Halter as Bankruptcy Counsel
REPUBLIC STORAGE: Files Schedules of Assets and Liabilities
SDY GROUP: Case Summary & 3 Largest Unsecured Creditors

SERACARE LIFE: Hires Winthrop Couchot as Insolvency Counsel
SERACARE LIFE: Taps O'Melveny & Myers as Special Corporate Counsel
STRATUS SERVICES: Amends Annual Report for Fiscal Year 2005
SYLVEST FARMS: Creditors' Proofs of Claims Due by August 21
SYLVEST FARMS: Taps Mancuso & Franco as Special Counsel

TENFOLD CORP: Tanner LC Raises Going Concern Doubt
TEX STAR: Wants Lawrence J. Maun as Bankruptcy Counsel
TEX STAR: Files Schedules of Assets and Liabilities
TRUCS SERIES: Will Terminate and Liquidate Assets
TRUMP ENT: 17 Former Shareholders Appeal Judge Wizmur's Decision

UAP HOLDING: Launches $328.5 Million Senior Notes Offering
UAP HOLDING: Moody's Rates $175 Million Senior Sec. Loan at Ba3
UNIFRAX CORP: AEA Merger Prompts S&P to Lower Rating to B from B+
UNITED RENTAL: Files 2 Annual Reports & 3 Quarterly Financials
USA COMMERCIAL: Wants to Hire Schwartzer as Bankruptcy Counsel

USA COMMERCIAL: Court Okays BMC Group as Claims & Noticing Agent
VILLAGES AT SARATOGA: Court Okays Ray Quinney as Special Counsel
W.S. LEE: Court Schedules Claims Filing Bar Date on August 23
WASHINGTON MUTUAL: Moody's Puts Low-B Ratings on 4 Class Certs.
WCI STEEL: Noteholders Take Over Reorganized Steel Company

WILLIAMS COS: S&P Upgrades Corp. Credit Rating to BB- from B+

* Peter Antoszyk Joins American Bankruptcy Institute's Board
* James Chadwick Joins Sheppard Mullin in San Francisco
* SEC Proposes Amendments to the Tender Offer Best-Price Rule
* SEC Proposes Amendments to Executive Pay Disclosure Requirements

* BOND PRICING: For the week of May 1 - May 5, 2006

                             *********

AGRICORE: DBRS Lifts BB(low) Rating on Senior Debt to BB
--------------------------------------------------------
Dominion Bond Rating Service upgraded the ratings of Agricore
United's Senior Debt to BB from BB (low), Long-Term Debt, Senior
A, B Notes to BB (low) from B (high), and Series A Convertible
Preferred Shares to Pfd-4 from Pfd-5 (high).  The trends are all
Stable.

The upgrade reflects Agricore's ability to survive the "hell or
high water" environment that existed over the past five years-
three years of drought and two years of floods, frost, and low-
quality grain.  During this period, the Company also rationalized
its extensive elevator network, and integrated two cultures into
one viable entity.

Agricore now operates a much more efficient and relatively low-
cost elevator network, benefiting from its size and leading market
position.  The Company also benefits from good product
diversification as it is also involved in marketing fertilizers,
pesticides, insecticides, seeds, and feeds, in addition to grain
handling.

Agricore's balance sheet is also improving and will benefit
further from low future capex requirements.  DBRS estimates the
Company has the ability to generate Cdn$25 million to Cdn$50
million in free cash flow, which could be used to repay debt.  In
addition, Cdn$105 million in convertible debt could potentially be
converted to equity by December 2006, which would further improve
the financial profile.

Agricore is in a good position to take advantage of growth in
livestock as it operates a successful feed division throughout
western Canada.  Finally, the industry is maturing, and in DBRS's
opinion is becoming more disciplined while remaining competitive.
These positive factors enable Agricore to better withstand the
volatility of the weather-sensitive grain handling business going
forward.


AIRBASE SERVICES: Court Names Dennis Faulkner as Ch. 11 Trustee
---------------------------------------------------------------
The Honorable Michael D. Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas appointed Dennis Faulkner as Chapter 11
Trustee in Airbase Services, Inc.'s bankruptcy case.

William T. Neary, the U.S. Trustee for Region 6, recommended
Mr. Faulkner's appointment after consulting with several parties-
in-interest, including an unnamed potential bidder for the
Debtor's assets.

The Debtor sought for the appointment of a chapter 11 trustee to
place a neutral party to analyze its reorganization options,
including a sale of its assets.  According to the Debtor, the
Chapter 11 Trustee's participation will remove any appearance of
self-dealing in the case.

Mark Xavier Mullin, Esq., at Haynes & Boone, LLP, pointed out that
entities controlled by or affiliated with Tom McKeown, Airbase
Services' chief executive officer and sole director, own all of
the Debtor's common stock.

Mr. Mullin said that if a sale of the Debtor's assets goes
forward, Mr. McKeown and the entities he control may have an
interest in pursuing a bid on certain or substantially all of the
Debtor's assets.  If a Chapter 11 Trustee is not appointed, Mr.
McKeown would be placed in the untenable position of assessing the
reasonableness of his own bid or a bid placed by an entity that he
controls.  Alternatively, Mr. McKeown could be placed in the
position of analyzing the impact of a plan of reorganization on
his interests, both as a creditor and as a stockholder.

Headquartered in Grand Prairie, Texas, Airbase Services, Inc. --
http://www.airbaseservices.com/-- maintains and repairs a wide
range of cargo equipment and cabin interior designs for commercial
airlines, and provides maintenance and management services for the
airline industry.  Due to bankruptcies filed by several of its
airline customers, the Company filed for bankruptcy protection on
May 1, 2006 (Bankr. N.D. Tex. Case. No. 06-41231).  Mark Xavier
Mullin, Esq., at Haynes & Boone, LLP, represent the Debtor.  When
the Debtors filed for bankruptcy, the Company reported assets and
debts amounting to $10 million to $50 million.


ALLIED WASTE: Moody's Rates Proposed $600 Mil. Senior Notes at B2
-----------------------------------------------------------------
Moody's Investors Service assigned B2 ratings to Allied Waste
North America, Inc.'s $600 million senior secured notes due 2016
and affirmed other long-term debt ratings of Allied Waste North
America and its wholly-owned subsidiary, Browning-Ferris
Industries, Inc., and its parent company Allied Waste Industries,
Inc.  Concurrently, Moody's affirmed Allied Waste's Corporate
Family Rating of B2.  The outlook for the ratings is stable.

The proposed $600 million senior secured notes due 2016 are
intended to refinance the $600 million of 8.875% senior secured
notes due 2008.  Concurrent with the proposed offering, Allied
Waste NA announced a cash tender offer for the 2008 notes, which
expires on May 31, 2006.  The consummation of the tender offer is
conditional upon completion of the proposed financing.

The stable ratings outlook reflects the expectation of positive
free cash flow to debt ratios, albeit at low single digit levels.
The stable outlook also takes into account Allied's substantial
revolver commitment, adequate cushions under financial covenant
tests and reduced refinancing and interest rate risk through the
refinancing in the first quarter of 2005, the repricing of the
company's senior credit facilities in April 2006, the conversion
to equity of $345 million of mandatory convertible preferred stock
also in April 2006 and, also, the proposed refinancing itself.

Sustainable improvements in adjusted free cash flow to debt ratios
in the high single digits could lead to an upgrade.  Negative free
cash flows, debt-financed acquisitions or additional indebtedness
could lead to downward pressure on the ratings.

Allied Waste North America, Inc., a wholly owned operating
subsidiary of Allied Waste Industries, Inc., is based in
Scottsdale, Arizona.  Allied is a vertically integrated, non-
hazardous solid waste management company providing collection,
transfer, and recycling and disposal services for residential,
commercial and industrial customers.

As of December 31, 2005, the company operated 310 collection
companies, 166 transfer stations, 169 active landfills and 57
recycling facilities in 37 states and Puerto Rico.  The company
had 2005 revenues of approximately $5.735 billion.

Moody's took these rating actions:

(1) Allied Waste North America, Inc.

   * Assigned a B2 rating to the proposed $600 million senior
     secured notes due 2016 of Allied Waste North America, Inc.
   * Affirmed, subject to withdrawal upon completion of the
     tender offer, the B2 rating on $600 million issue of 8.875%
     guaranteed senior secured notes due 2008.
   * Affirmed the B1 rating on $1.575 billion guaranteed senior
     secured revolving credit facility due 2010.
   * Affirmed the B1 rating on $1.275 billion guaranteed senior
     secured term loan due 2012.
   * Affirmed the B1 rating on $495 million guaranteed senior
     secured Tranche A Letter of Credit Facility due 2012.
   * Affirmed the B2 rating on $750 million issue of 8.5%
     guaranteed senior secured notes due 2008.
   * Affirmed the B2 rating on $350 million issue of 6.5%
     guaranteed senior secured notes due 2010.
   * Affirmed the B2 rating on $400 million issue of 5.75%
     guaranteed senior secured notes due 2011.
   * Affirmed the B2 rating on $275 million issue of 6.375%
     guaranteed senior secured notes due 2011.
   * Affirmed the B2 rating on $251 million issue of 9.25%
     guaranteed senior secured notes due 2012.
   * Affirmed the B2 rating on $450 million issue of 7.875%
     guaranteed senior secured notes due 2013.
   * Affirmed the B2 rating on $425 million issue of 6.125%
     guaranteed senior secured notes due 2014.
   * Affirmed the B2 rating on $600 million issue of guaranteed
     senior secured notes due 2015.
   * Affirmed the Caa1 rating on $400 million issue of 7.375%
     guaranteed senior unsecured notes due 2014;

(2) Allied Waste Industries, Inc.

   * Affirmed the B2 Corporate Family Rating.
   * Affirmed the Caa2 rating on $230 million issue of 4.25%
     guaranteed senior subordinated convertible bonds due 2034.
   * Affirmed the Caa3 rating on $600 million issue of 6.25%
     senior mandatory convertible preferred stock -- conversion
     date of March 2008.
   * Affirmed the SGL-2 Speculative Grade Liquidity Rating.

(3) Browning-Ferris Industries, Inc

   * Affirmed the B2 rating on $155 million issue of 6.375%
     senior secured notes due 2008.
   * Affirmed the B2 rating on $96 million issue of 9.25% secured
     debentures due 2021.
   * Affirmed the B2 rating on $292 million issue of 7.4% secured
     debentures due 2035.
   * Affirmed the Caa1 rating on approximately $281 million of
     industrial revenue bonds.

The outlook for the ratings is stable.


ALLIED WASTE: S&P Assigns BB- Rating to $600 Million Senior Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned ratings to Allied
Waste North America Inc.'s $600 million senior notes due 2016,
offered under Rule 144A with registration rights.  AWNA is a
wholly owned subsidiary of Scottsdale, Arizona-based Allied Waste
Industries Inc.  The notes were rated 'BB-' (one notch lower than
the 'BB' corporate credit rating on Allied Waste) with a recovery
rating of '4', indicating the expectation for marginal (25%-50%)
recovery of principal in the event of a payment default.  Proceeds
of the notes will be used to fund a tender offer for AWNA's
outstanding $600 million of 8.875% senior notes due 2008.  The
notes are guaranteed by Allied Waste and subsidiaries of AWNA.

"The ratings on the notes reflect the disadvantaged position of
the note holders relative to the secured bank lenders, the sizable
amount of secured claims on the specific assets pledged as
collateral, and the sharing of this collateral with the bank
lenders," explained Standard & Poor's credit analyst Roman Szuper.

The collateral and covenants of the new notes are the same as
those of the notes to be redeemed.

The corporate credit rating on Allied Waste is 'BB'.  The rating
outlook is stable.  About $7.2 billion of debt was outstanding as
of March 31, 2006.  The rating reflects a highly leveraged
financial profile, which outweighs the company's fairly strong
competitive business position.

Ratings List:

  Allied Waste Industries Inc.:

    * Corporate credit rating -- BB/Stable/--

Rating Assigned:

  Allied Waste North America Inc.:

    * $600 mil senior notes due 2016 -- BB- (Recovery rtg:4)


ALLIED WASTE: Fitch Expects to Rate Proposed $600 Mil. Notes at B+
------------------------------------------------------------------
Fitch expects to assign a 'B+/RR3' to Allied Waste Industries'
(NYSE: AW) proposed $600 million offering of 10-year senior
secured notes maturing in 2016.  The new notes will be issued by
Allied Waste North America, and will be guaranteed by AW and
substantially all of AW's subsidiaries, and be secured by the
stock and assets of some of AW's subsidiaries.  AW expects to use
proceeds from the offering to redeem its 8-7/8% $600 million
senior secured notes due April 2008.  The Issuer Default Rating
for AW is 'B'.  The Rating Outlook is Stable.

The Rating Outlook was recently revised to Stable from Negative,
reflecting:

   * improved pricing and volume trends;

   * AW's ongoing cost reduction and asset rationalization
     programs;

   * lower interest costs; and

   * few near-term debt maturities.

The revision also incorporates Fitch's expectation for improvement
in free cash flow generation and stabilization of operating
margins.  Some actions in 2005 (the completion of the CEO search
and the execution of the refinancing plan) also contributed to the
Outlook revision.

The rating is supported by:

   * AW's solid market positions;
   * the relatively low volatility of the waste industry; and
   * the value of AW's landfill assets.

Concerns include:

   * the company's high debt levels;
   * limited free cash flow;
   * margin deterioration;
   * rising fuel prices; and
   * high capital expenditures.

Another concern is the potential for future IRS payments related
to the $900 million capital loss recorded by Browning-Ferris
Industries, Inc., in 1999, which could further pressure free cash
flow and/or increase debt, and could lead to a review on ratings
and/or the Outlook.

AW's proposed refinancing will allow the company to extend its
debt maturities and potentially reduce its annual interest
payments.  In 2008, AW has approximately $1.5 billion in debt
maturities, including the 8-7/8% $600 million senior secured notes
it plans to refinance.

At Dec. 31, 2005, the company had cash of $56 million and $1.17
billion of availability under its $1.575 billion revolving
facility.  Debt/EBITDA at Dec. 31, 2005 was 4.8x, compared with
5.4x at the end of 2004.  Free cash flow in 2005 was negative, due
largely to higher capital expenditures, but Fitch expects it to
improve and debt to decline modestly in 2006.


AMERICAN AXLE: S&P Lowers Corporate Credit Rating to BB from BBB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on American
Axle & Manufacturing Holdings Inc. and its operating unit American
Axle & Manufacturing Inc., including its corporate credit rating
to 'BB' from BBB-'.

All ratings on the Detroit, Michigan-based driveline products
supplier were removed from CreditWatch with negative implications
where they were placed on March 29, 2006.  The outlook is
negative.  The company's total outstanding debt at March 31, 2006,
stood at about $575 million.

"The downgrades reflect erosion of American Axle's business and
financial profiles due to the ongoing competitive challenges
facing its main customer, General Motor's Corp.," said Standard &
Poor's credit analyst Daniel DiSenso.

Production volumes for the vehicles American Axle serves declined
by 10% in 2005, and Standard & Poor's believes production will
continue to decline in 2006; American Axle estimates a 5% decline.

As one of the nation's most efficient auto suppliers, the company
has remained profitable, although earnings measures declined
dramatically in 2005, and the firm will be challenged to
materially improve earnings over the next couple of years, given
expected continued difficult industry fundamentals.  Moreover, the
shift away from SUVs could accelerate if gasoline prices continue
to rise, thwarting American Axle's efforts to improve
profitability.  Consumers have been buying more fuel-efficient
crossover utility vehicles (sales have been increasing at double-
digit rates), but American Axle is just starting to penetrate this
market segment.

The ratings reflect:

   * the risks associated with American Axle's heavy dependence on
     GM's SUVs and pickup trucks;

   * current relatively narrow product range;

   * its exposure to cyclical and competitive markets; and

   * the potential for labor disruptions that could disrupt GM
     production.

These factors are tempered by:

   * American Axle's solid market positions;
   * high value added product portfolio; and
   * good R&D capabilities.


AMERISTAR INC: Moody's Revises Outlook on Ba3 Corp. Rating to Pos.
------------------------------------------------------------------
Moody's Investors Service revised the ratings outlook of Ameristar
Casinos, Inc.'s Ba3 corporate family rating to positive from
developing following the company's announcement that it has no
intention to pursue an acquisition of Aztar at this time.  Prior
to Ameristar's bid announcement, the company had a positive
ratings outlook that was assigned in Aug. 2005.

The positive ratings outlook reflects continued improvement in
Ameristar's overall operating results and expectation that re-
branding efforts in Colorado will be successful.

These factors, coupled with a continuation of the company's
conservative financial policy, could result in a ratings upgrade
over the intermediate term.  Ratings could be negatively impacted
by a large scale debt financed acquisition, although any rating
decision related to this type of acquisition would consider the
positive effects of a possible increase in size diversification
relative to any increase in leverage.

Moody's previous rating action on Ameristar took place on Apr. 3,
2006 when the company's ratings outlook was revised to developing
from positive following Ameristar's announcement that it made an
unsolicited cash bid to acquire Aztar Corp.

Ameristar Casinos, Inc. owns and operates seven hotel/casinos in
six markets.  The company's portfolio of casinos consists of:

    * Ameristar St. Charles;
    * Ameristar Kansas City;
    * Ameristar Council Bluffs;
    * Ameristar Vicksburg;
    * Mountain High Casino; and
    * Cactus Petes and the Horseshu in Jackpot, Nevada.


ANCHOR GLASS: Wants Court to Abate Proceedings on Panel Objection
-----------------------------------------------------------------
Anchor Glass Container Corporation, its Official Committee of
Unsecured Creditors, and Encore Glass, Inc., ask the U.S.
Bankruptcy Court for the Middle District of Florida to:

   (a) abate proceedings on the Committee's objection to a claim
       filed by Encore until the District Court has decided on the
       appeal; and

   (b) provide for the automatic substitution of Samuel M.
       Stricklin, as Alpha Resolution Trustee, for the Committee
       on the Effective Date of the Anchor Glass' Plan.

As reported in the Troubled Company Reporter on Feb. 3, 2006,
Encore Glass, Inc., filed a claim, which was later amended, in the
prior Chapter 11 case of Anchor Glass in 2002.  Encore's amended
claim in the Anchor Glass 2002 bankruptcy case was disallowed in
January 2005 by Judge Thomas E. Baynes, Jr., and is now on appeal
to the United States District Court for the Middle District of
Florida.

Based on the same facts and events underlying Encore's claim in
the Anchor Glass 2002 case, Encore filed Claim No. 45 for
$6,102,913, in Anchor Glass' current bankruptcy case.  Encore
later filed an amended Claim No. 730 for the same claim amount.

Anchor Glass, the Creditors Committee and Encore agreed that:

   (a) Claim No. 45 is disallowed as superseded by Claim No. 730
       for $6,102,913;

   (b) Anchor Glass and the Committee will file an objection to
       Claim No. 730;

   (c) until the District Court rules, Claim No. 730 will be
       treated as, and will be deemed to be, a Disputed Class 5
       Claim as to which the Alpha Resolution Trustee will
       maintain an appropriate pro rata reserve as set forth in
       Anchor Glass' Plan of Reorganization;

   (d) if the District Court affirms the orders from Anchor
       Glass' 2002 bankruptcy case, then Claim No. 730 will be
       disallowed in the current Anchor Glass Chapter 11 case.
       If Encore file a further appeal of that District Court
       order, the Alpha Resolution Trustee will not be required
       to maintain any reserve on account of Claim No. 730
       without an order staying the effect of the District Court
       order;

   (e) if the District Court reverses the orders from Anchor
       Glass' 2002 bankruptcy case, then Claim No. 730 will
       remain a Disputed Claim, and will be subject to further
       judicial proceedings in Anchor Glass' current bankruptcy
       case;

   (f) Claim No. 730 will be treated as a Class 5 general
       unsecured claim to the extent it is allowed and will, if
       allowed, share pro rata with the Claims of other Holders
       of Class 5 Claims.  Encore will not be entitled to any
       payment as administrative or priority claim holder; and

   (g) Encore's objection to the confirmation of the Plan is
       overruled, with prejudice.

Judge Paskay approved the parties' agreement.

               Committee Objects to Claim No. 730

The Creditors Committee asserts that Claim No. 730 must be
disallowed because of the preclusive and binding effect of the
earlier Bankruptcy Court orders, disallowing Encore's identical
claims in the Anchor Glass 2002 bankruptcy case, applying
principals of law including res judicata, collateral estoppel,
and law of the case.

The Committee also objects to the Claim due to impossibility of
performance.  Encore's Claim arises from the termination of its
Purchase Agreement with Anchor Glass and Consumers Packaging,
Inc.  The Agreement provides that Anchor Glass will supply wine
bottles to Encore.  These wine bottles are produced at CPI's
Lavington, British Columbia, plant.

Don M. Stichter, Esq., at Stichter Riedel Blain & Posser, PA, in
Tampa, Florida, asserts that Anchor Glass is not obligated to
supply glass bottles to Encore since the Agreement was not an
enforceable requirements contract.  The Agreement was terminated
subsequently after CPI sought protection under the Canada
Companies Creditors Arrangement Act.  The Lavington plant was
sold to a third party who refused to continue the terms of the
Agreement.

To the extent Anchor Glass was required to provide glass bottles
to Encore, Mr. Stichter points out that Encore's damage
calculation is inaccurate.  The Agreement provided that the
volume of glass bottles supplies will increase by 10% every year.
However, in Encore's summary chart, it included yearly increases
of the volume of bottle supply of more than 10%.

Mr. Stichter points out that the average price per gross of glass
for 2001 was $53, not $55 per gross, as asserted by Encore.

Furthermore, the Committee objects to Encore's assertion of a 5%
increase in the price of bottles.  Mr. Stickler says Anchor Glass
only asserted a 2% price increase per year.

Encore also failed to provide Anchor Glass credit for any rebates
in 2002, Mr. Stitcher adds.

Accordingly, the Committee asks the Court to disallow
Claim No. 730, or in the alternative, reduce the claim amount.

The Committee reserves the right to supplement its objection
after completion of discovery.

                        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. (Anchor Glass Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANCHOR GLASS: Court Approves General Chemical Agreement
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Anchor Glass Container Corporation to enter into an
Amended Agreement with General Chemical Industrial Products.

Judge Paskay directs Anchor Glass to pay $24,908, to General
Chemical on or before May 21, 2006.

As reported in the Troubled Company Reporter on March 29, 2006,
Anchor Glass Container Corporation and General Chemical Industrial
Products are parties to an agreement wherein Anchor Glass
purchases bulk dense soda ash from General Chemical.

General Chemical has a prepetition claim for $35,553, net of any
setoffs, credits or discounts.

As part of the Debtor's reorganization process, Anchor Glass and
General Chemical agreed to compromise the prepetition claim and
enter into an Amended Agreement.

Pursuant to the Amended Agreement, Anchor Glass will pay $24,908
to General Chemical in full satisfaction of the claim.  The
parties also agreed to extend the term of the Amended Agreement
until December 31, 2006.

                        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. (Anchor Glass Bankruptcy News, Issue No. 24;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ATA AIRLINES: Settles Dispute Over FINOVA's $11.2 Million Claim
---------------------------------------------------------------
ATA Airlines, Inc., its debtor-affiliates and FINOVA Capital
Corporation want to resolve all non-priority unsecured claims of
FINOVA related to or connected in any way with the Equipment, the
Aircraft Agreements, the Aircraft Claims and the Trusts.

The parties stipulate and agree that:

    (1) In full satisfaction of the Non-Priority Unsecured Claims,
        Claim No. 1270 will be amended allowed against the estate
        of ATA Airlines for $11,236,549 as a general unsecured
        non-priority claim;

    (2) The allowance of the Allowed FINOVA Claim fully and
        finally resolves all of the Non-Priority Unsecured Claims
        against the Debtors; and

    (3) Except for the Allowed FINOVA Claim, all claims for the
        Non-Priority Unsecured Claims against the Debtors and
        their successors and assigns are released, and Claim Nos.
        1271, 1272, and 1273 will be disallowed in their entirety.

Pursuant to a Lease Agreement, dated as of December 4, 1995,
between ATA Airlines and First Security Bank of Utah, National
Association, as owner trustee and lessor, ATA Airlines leased from
a trust a Boeing 757-23N aircraft bearing registration number
N516AT, two Rolls Royce Model RB211-535E4 engines, and various
other parts, equipment and documents.

The Debtors, FINOVA Capital Corporation and certain other parties
entered into a number of other documents in connection with the
N516 Lease, including:

    * a Participation Agreement among First Security Bank of Utah,
      National Association, as owner trustee, FINOVA, as owner
      participant, First Fidelity Bank, as indenture trustee,
      certain loan participants and ATA Airlines as lessee;

    * a Tax Indemnity Agreement between ATA Airlines, as lessee,
      and FINOVA, as owner participant; and

    * a Guaranty made by ATA Holdings Corp., for the benefit of
      First Security Bank of Utah, as owner trustee, FINOVA, as
      owner participant, First Fidelity Bank and certain loan
      participants.

Under a Lease Agreement, dated as of December 30, 1996, between
ATA Airlines and First Security Bank, National Association, as
owner trustee and lessor, ATA Airlines leased from a trust a Rolls
Royce Model RB211-535E4 engine and various other parts, equipment
and documents -- the 31449 Lease.

Likewise, the Debtors, FINOVA and certain other parties entered
into a number of other documents in connection with the 31449
Lease, including:

    * a Participation Agreement among First Security Bank,
      National Association, as owner trustee, FINOVA, as owner
      participant, First Union Bank of Connecticut, as indenture
      trustee, certain loan participants and ATA Airlines as
      lessee; and

    * a Guaranty made by ATA Holdings for the benefit of First
      Security Bank, as owner trustee, FINOVA, as owner
      participant, First Union Bank of Connecticut and certain
      loan participants.

On the Petition Date, FINOVA owned 100% of the beneficial
interests in both of the Trusts, subject only to security
interests in favor of Wachovia Bank, National Association --
successor to both First Fidelity Bank and First Union Bank of
Connecticut -- as the indenture trustee under each of the Trusts.

The Debtors have rejected the Aircraft Agreements.

Wachovia filed Claim Nos. 1270, 1271, 1272 and 1273 for alleged
damages suffered as a result of the rejection of the Aircraft
Agreements and for administrative expense claims arising out of
the postpetition use of the Equipment.

Subsequent to the Petition Date, FINOVA secured the release of the
security interests in favor of Wachovia, and FINOVA acquired all
rights, title and interests in and to the Equipment and the
Aircraft Claims, free and clear of all liens and encumbrances, and
FINOVA is now the sole holder of the Aircraft Claims.

Headquartered in Indianapolis, Indiana, ATA Airlines, owned by ATA
Holdings Corp. -- http://www.ata.com/-- is the nation's 10th
largest passenger carrier (based on revenue passenger miles) and
one of the nation's largest low-fare carriers.  ATA has one of the
youngest, most fuel-efficient fleets among the major carriers,
featuring the new Boeing 737-800 and 757-300 aircraft.  The
airline operates significant scheduled service from Chicago-
Midway, Hawaii, Indianapolis, New York and San Francisco to over
40 business and vacation destinations.  Stock of parent company,
ATA Holdings Corp., is traded on the Nasdaq Stock Exchange.  The
Company and its debtor-affiliates filed for chapter 11 protection
on Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  Terry E. Hall, Esq., at Baker & Daniels,
represents the Debtors in their restructuring efforts.  Daniel H.
Golden, Esq., Lisa G. Beckerman, Esq., and John S. Strickland,
Esq., at Akin Gump Strauss Hauer & Feld, LLP, represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $745,159,000 in
total assets and $940,521,000 in total debts.  (ATA Airlines
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ATLAS PIPELINE: Prices $35 Mil. Private Placement of Senior Notes
-----------------------------------------------------------------
Atlas Pipeline Partners L.P. prices $35 million of additional
senior unsecured notes due 2015 in a private placement at 103% of
par, with an effective yield of 7.6%.  The additional notes will
be treated as a single class with the existing senior notes that
were originally issued in a private placement on Dec. 20, 2005,
under the indenture governing the existing senior notes.

The Partnership intends to use the net proceeds from the private
placement to partially repay borrowings under its credit facility
made in connection with the recent acquisition of the remaining
25% interest in NOARK Pipeline System, Limited Partnership,
previously owned by Southwestern Energy Company.  The NOARK
interest acquisition is reported in the Troubled Company Reporter
on May 4, 2006.

The securities have not been registered under the Securities Act
of 1933, as amended, or any state securities laws, and unless so
registered, the securities may not be offered or sold in the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

                  About Atlas Pipeline Partners

Headquartered in Moon Township, Pennsylvania, Atlas Pipeline
Partners, L.P. (NYSE:APL) -- 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.


AZTAR CORPORATION: Pinnacle Increases Offer to $2.58 Billion
------------------------------------------------------------
Pinnacle Entertainment, Inc.'s (NYSE: PNK) board of directors
unanimously approved an increase in the per-share price under the
Company's merger agreement with Aztar Corporation to $51 per share
in cash and stock, subject to adjustment.  The consideration
consists of $47 per share in cash and $4 per share of Pinnacle
common stock, subject to a collar provision.  The purchase price
for each share of Aztar Series B preferred stock has been
increased to $497.09 in cash and $42.31 in Pinnacle common stock,
subject to a collar provision.  The fully financed transaction is
valued at $2.58 billion, including approximately $1.97 billion in
equity on a fully diluted basis and approximately $677 million of
indebtedness.

All other aspects of the merger agreement remain unchanged, except
for the termination fee, which has been increased to
$52.16 million, plus reimbursement of expenses up to
$25.84 million.

As reported in the Troubled Company Reporter on Mar. 15, 2006,
Pinnacle Entertainment and Aztar Corp.'s Boards of Directors
unanimously approved a definitive merger agreement under which
Pinnacle will acquire all of the outstanding shares of Aztar for
$38.00 per share in cash.  This represents a premium of
approximately 24% over Aztar's closing stock price on Mar. 10,
2006.  The fully financed transaction is valued at approximately
$2.1 billion, including approximately $1.45 billion of equity on a
fully diluted basis and approximately $723 million in
indebtedness.

                            Offer Expires

Pinnacle Entertainment disclosed that at 4 p.m., on May 4, 2006,
it responded to Aztar Corp.'s presentation of a 72-hour notice of
termination provided under the merger agreement between Pinnacle
and Aztar.  Under the terms of that agreement, Pinnacle had until
May 4, 2006, to respond to the higher offer provided by a
competing bidder.

Pinnacle said that its offer expired at 11 p.m. on May 4, 2006,
and Aztar did not respond by that time.

                   About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
-- http://www.pnkinc.com/-- owns and operates casinos in Nevada,
Louisiana, Indiana and Argentina, owns a hotel in Missouri,
receives lease income from two card club casinos in the Los
Angeles metropolitan area, has been licensed to operate a small
casino in the Bahamas, and owns a casino site and has significant
insurance claims related to a hurricane-damaged casino previously
operated in Biloxi, Mississippi.  Pinnacle opened a major casino
resort in Lake Charles, Louisiana in May 2005 and a new
replacement casino in Neuquen, Argentina in July 2005.

                      About Aztar Corporation

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

                         *     *     *

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


AZTAR CORPORATION: Board Says Columbia Offer is Still Better
------------------------------------------------------------
Aztar Corporation (NYSE: AZR) disclosed on Friday, May 5, 2006,
that its Board of Directors determined that a definitive offer
received on May 1, 2006 from Wimar Tahoe Corporation dba Columbia
Entertainment, the gaming affiliate of Columbia Sussex
Corporation, to acquire Aztar remains a superior proposal when
compared to the terms of Aztar's current merger agreement with
Pinnacle Entertainment, Inc.  Upon this determination by Aztar's
Board, the three business day waiting period under the merger
agreement with Pinnacle has ended.

Columbia Entertainment's offer is to acquire Aztar in a merger
transaction in which the holders of Aztar common stock would
receive $50 per share in cash and the holders of Aztar's Series B
preferred stock would receive $528.82 per share in cash. Columbia
Entertainment's offer remained open until 5:00 p.m. on May 5,
2006.

                 Pinnacle's Amended Offer

Aztar also disclosed that it received an amended offer from
Pinnacle Entertainment, Inc. after 8:00 p.m. (New York City time)
on May 4, 2006 to increase the purchase price to $47.00 in cash
per share of Aztar common stock and a fraction of a share in
Pinnacle common stock equal to $4.00 divided by the trading price
of a share of Pinnacle common stock over a specified trading
period, but no more than 0.16584 shares and no fewer than 0.11056
shares. The amended offer provided for an increase in the
termination fee to $52.16 million and termination expenses to up
to $25.84 million and amended the collar provision.

Pinnacle stated in its amended offer that its offer would expire
at 11:00 p.m. (Las Vegas time) on May 4, 2005.  Aztar stated that
the time frame available for acceptance was insufficient for
Aztar's Board to make a decision consistent with the Board's
fiduciary duties.  Aztar's advisors had previously informed
Pinnacle's advisors that Aztar's Board had a meeting scheduled for
10:00 a.m. (New York City time), on May 5, 2006.

Aztar is still party to its merger agreement with Pinnacle.
Aztar's Board is not making any recommendation at this time with
respect to the Columbia Entertainment offer, and there can be no
assurance that Aztar's Board will approve a termination of the
merger agreement with Pinnacle or that any transaction with
Columbia Entertainment will result.

                   About Aztar Corporation

Aztar is a publicly traded company that operates Tropicana Casino
and Resort in Atlantic City, New Jersey, Tropicana Resort and
Casino in Las Vegas, Nevada, Ramada Express Hotel and Casino in
Laughlin, Nevada, Casino Aztar in Caruthersville, Missouri, and
Casino Aztar in Evansville, Indiana.

                         *     *     *

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


BROOKS SAND: Court Approves Appointment of Chapter 11 Trustee
-------------------------------------------------------------
At the request of Cobalt Ventures, LLC, and Cobalt Mining, LLC,
the Honorable Joan L. Cooper of the U.S. Bankruptcy Court for the
Western District of Kentucky in Louisville directed the U.S
Trustee for Region 8 to appoint a trustee in Brooks Sand and
Gravel LLC and Smith Mining and Materials LLC's chapter 11 cases.

Cobalt Mining, LLC, is a member and Cobalt Ventures, LLC, is a
creditor of the Debtors' Limited Liability Company.  Cobalt
Ventures said the Debtors owe it approximately $48,167.

Cobalt sought for the immediate appointment of a trustee to
oversee the Debtors' case because of unexplained "expenditure or
disposition of millions of dollars since Sept. 15, 2005".  Cobalt
also asserted gross mismanagement of the Debtors' affairs by its
president, Hollis Smith, prior to the Debtors' bankruptcy filing.

Since the Debtors are not currently operating entities, their
general liability and workers compensation insurance either have
lapsed or will do so in the immediate future, Cobalt added.
Cobalt said without proper supervision, the health, welfare, and
safety of any remaining employees is at jeopardy and, being in a
mining operation, the safety of the public at large is at issue.

Bank of America, NA, also filed a motion supporting Cobalt's call
for the appointment of a chapter 11 trustee in the Debtor's case.

According to BoFA, the rift among the Debtors' directors may
result in a deadlock of the Debtors' functions, hence, a trustee
is needed to facilitate the case in order to preserve the value of
the estate.

BoFA is the Debtors' primary secured creditor and said that it is
owed more than $16 million as of Feb. 9, 2006.

Headquartered in Louisville, Kentucky, Brooks Sand and Gravel LLC
leases an 184-acre sand reserve and processing plant in Bethlehem,
Indiana, in Clark County and employs about 15 people.  Smith
Mining and Materials LLC owns a 226-acre limestone quarry in
Brooks, Kentucky, in Bullitt County and employs about 25 people.
Brooks Sand and Smith Mining filed for chapter 11 protection on
Feb. 9, 2006 (Bankr. W.D. Ky. Case No. 06-30259).
Dean A. Langdon, Esq., and Laura Day DelCotto, Esq., at Wise
DelCotto PLLC represent the Debtors in their restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtors filed for protection
from their creditors, they estimated assets and debts between $10
million to $50 million.


BUFFALO COAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Buffalo Coal Company, Inc.
        32 Enterprise Drive
        Oakland, Maryland 21550
        Tel: (301) 533-0933

Bankruptcy Case No.: 06-00366

Type of Business: The Debtor is engaged in coal mining and
                  processing services.

Chapter 11 Petition Date: May 5, 2006

Court: Northern District of West Virginia (Elkins)

Debtor's Counsel: David A. Hoyer, Esq.
                  Hoyer, Hoyer & Smith, PLLC
                  22 Capitol Street
                  Charleston, West Virginia 25301
                  Tel: (304) 344-9821
                  Fax: (304) 344-9519

Estimated Assets: $119,323,183

Estimated Debts:  $105,887,321

A full-text copy of the Debtor's 20-page list of its largest
unsecured creditors is available for free at:

      http://bankrupt.com/misc/BuffaloCoal_ScheduleF.pdf


CALPINE CORP: Wants Court to Approve Dynegy Settlement Agreement
----------------------------------------------------------------
Nissequogue Cogen Partners, a wholly owned subsidiary of Calpine
Corporation, asks the U.S. Bankruptcy Court for the Southern
District of New York to approve a settlement agreement with Dynegy
Marketing and Trade, as successor-in-interest to Chevron U.S.A.
Inc.

Debtor Nissequogue and Dynegy are parties to a Gas Sales Agreement
dated as of May 21, 1993.  Dynegy supplies natural gas to
Nissequogue.  The term of the Contract continues until
May 1, 2010.

Dynegy invoiced Nissequogue for prepetition deliveries of natural
gas during November 2005 and during the 20 days immediately
preceding the Petition Date:

          Period               Invoiced Amount
          ------               ---------------
          November                  $5,008,183
          December                  $2,880,766

Nissequogue has not paid the November Amount nor the December
Administrative Amount.

Dynegy has continued to supply natural gas pursuant to the
Contract on a postpetition basis.  However, Dynegy has expressed
its intent to exercise its contractual right to terminate the
Contract.

Nissequogue believes that it may be able to obtain natural gas
supplies in the future at terms more favorable than those under
the Dynegy Contract.

After good faith, arm's-length negotiations, the Debtors and
Dynegy agree that:

   -- effective May 1, 2006, Dynegy will have no obligation to
      deliver natural gas pursuant to the Contract;

   -- the December Administrative Amount will be an allowed
      administrative expense pursuant to Section 503(b)(9) of
      the Bankruptcy Code;

   -- in exchange for payment of the November Amount and December
      Administrative Amount, Dynegy will waive all claims under
      the Contract including any rejection damages claim;

   -- Nissequogue will pay for deliveries of natural gas received
      after the Petition Date in the ordinary course of business,
      pursuant to the terms of the Contract;

   -- Nissequogue will pay to Dynegy the November Amount and the
      December Administrative Amount;

   -- the Contract will be terminated upon Court approval of the
      settlement agreement.

The parties also agree to a broad, mutual release of claims under
the Contract.

The Debtors assert that the agreement with Dynegy is fair and
equitable, falls well within the range of reasonableness, and
enables the parties to avoid the costs of additional negotiation
or litigation.

Dynegy is represented in the Debtors' cases by Patricia Williams
Prewitt, Esq., at Locke Liddell & Sapp LLP, in Houston, Texas.

                          About Dynegy

Based in Houston, Texas, Dynegy Inc. -- http://www.dynegy.com/--  
started as a natural gas wholesaler that with deregulation, has
become an all-around energy company dealing in power generation,
trading, marketing, transmission and distribution of both natural
gas and electricity.  It operates in the U.S., Canada and Europe.
Chevron plays a major role in the company, with 29% ownership.
CEO Chuck Watson owns 6%.

The company's power plants can generate 14,000 MW of electricity
and through its subsidiary, Dynegy Marketing and Trade, enters
into agreements with regional utilities in order to be a player in
the retail electricity market.  The subsidiary also markets
natural gas and coal.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CALPINE CORP: Court Extends Plan-Filing Deadline to December 31
---------------------------------------------------------------
Calpine Corporation obtained permission from the U.S. Bankruptcy
Court for the Southern District of New York to further extend its
exclusive periods to:

   (a) file a plan of reorganization through Dec. 31, 2006;
       and

   (b) file and solicit acceptances of that plan through
       March 31, 2007.

As reported in the Troubled Company Reporter on April 5, 2006,
Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
related that since the Dec. 20, 2005, the Debtors have taken many
steps toward emerging from Chapter 11, including:

   (a) proposing, negotiating, amending and finalizing the terms
       of their $2,000,000,000 DIP Financing;

   (b) proposing, negotiating, amending and finalizing the terms
       of the final order authorizing the Debtors' use of cash
       collateral of all the Debtors' parent company and project-
       level lenders;

   (c) preparing for and defending against litigation arising in
       connection with the Debtors' rejection of certain power
       purchase agreements, including litigation at the District
       Court and the expedited appeal to the Court of Appeals;

   (d) determining whether and how each of the Debtors' numerous
       projects should be restructured.  Specifically, the
       Debtors have identified certain under-performing projects
       as the Designated Projects which may be sold, turned over
       to creditors, idled or restructured;

   (e) commencing review of thousands of executory contracts and
       leases;

   (f) implementing the relief authorized by the Court on the
       Petition Date to preserve the Debtors' relationships with
       their employees, customers, suppliers, lenders, lessors
       and others;

   (g) gathering the information required to complete the
       Debtors' schedules and statements;

   (h) stabilizing relationships with key energy trading
       partners, including negotiation of a final safe harbor
       trading order and the assumption of approximately 250
       trading contracts and the negotiation of various new
       trading contracts; and

   (i) negotiating the final form of the utilities order and
       negotiating utility deposits with many utility providers.

Mr. Cantor said that much work remains to be done before the
Debtors can develop a business plan and propose a viable plan of
Reorganization, given the scale and complexity of their
restructuring.

Mr. Cantor told the Court that the Debtors do not seek extension
to delay administration of the cases or to pressure creditors to
accept an unsatisfactory plan.  Rather, he said an extension is
intended to facilitate an orderly, efficient and cost-effective
plan process for the benefit of all creditors.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Wants Tort Claim Sharing Rules Amended
---------------------------------------------------------------
The Diocese of Spokane asks the U.S. Bankruptcy Court for the
Eastern District of Washington's permission to amend the Proof of
Claim Sharing Protocol.

The Diocese proposes to add new provisions that:

   (a) give the counsel of any Catholic religious order or
       institution, or individual, who:

       * is named in a proof of claim as responsible for sex
         abuse sustained by a claimant; or

       * could be responsible for the wrongful acts of an alleged
         abuser, through negligent supervision or otherwise,

       the right to view those proofs of claim which contain sex
       abuse allegations against that religious order or
       institution, or person; and

   (b) define the term "Carrier Parties," as including the
       insurance carriers for any Catholic religious order or
       institution, or individual, who is named in a proof of
       claim as responsible for:

       * sex abuse sustained by a claimant, or
       * wrongful acts of an alleged abuser, through negligent
         supervision or otherwise.

   (c) entitle the Carrier Parties to view those particular
       proofs of claim which contain sex abuse allegations
       against the religious order or institution, or person for
       whom a Carrier Party has issued insurance policies.

Mr. Paukert tells Judge Williams that the Tort Claimants
Committee's counsel asked the Diocese to allow a paralegal at
Riddell Williams P.S., to view the unredacted "Confidential
Proofs of Claim for Sexual Abuse," to assist in the compilation of
information associated with the claim.

Hence, the Diocese also seeks permission to include the Riddell
Williams paralegal in the POC Sharing Protocol.  The Paralegal
will be required to execute compliance declaration and be bound by
the terms of the POC Sharing Protocol.

As previously reported, the Court established a deadline to file
proofs of claim against the Diocese of Spokane and a protocol for
sharing confidential proofs of claim for sexual abuse.

As of Mar. 10, 2006, 185 confidential proofs of claim for sexual
abuse were filed.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller LLP, in Spokane, Washington, relates that
25 of those confidential proofs of claim contain allegations
against:

   * priests or clergy who were or are members of religious
     orders, which could be responsible, in whole or in part, for
     any abuse sustained by the person filing the proof of claim;
     and

   * certain individuals who could be legally responsible for the
     alleged abuse.

As a result, the Diocese finds it necessary to:

   -- contact those religious orders and individuals to advise
      them of the allegations against them;

   -- be able to appropriately investigate and process the
      allegations of sexual abuse described in the proofs of
      claim; and

   -- tender the defense and indemnity for one or more of the
      sexual abuse claims described in the confidential proofs of
      claim over to the religious orders, institutions or
      individuals identified in the proofs of claim.

The Diocese anticipates that the religious orders or institutions,
and individuals named in the confidential proofs of claim will
make claims on insurance policies.  Thus, Mr. Paukert says, it is
also necessary to share the proofs of claim with the insurance
carriers for those religious orders or institutions, or
individuals.

                            Objections

(a) CNA Parties

The CNA insurance companies tell Judge Williams that the
Amendment, which purports to grant to certain insurers access to
confidential proofs of claim, is "confusing" and could be
interpreted "to retract or rescind provisions currently existing
in the Protocol."

The CNA parties are:

   (1) American Casualty of Reading, Pennsylvania;
   (2) Continental Casualty Company;
   (3) Continental Insurance Company;
   (4) Pacific Insurance Company; and
   (5) The Glen Falls Insurance Company.

Charles R. Ekberg, Esq., at Lane Powell PC, in Seattle,
Washington, notes that the Carrier Parties are, in fact, parties
to the declaratory judgment action currently pending in the U.S.
District Court for the Eastern District of Washington, Case No.
05-CV-0075 (JLQ).  Mr. Ekberg says the Amendment could be read as
restricting the ability of a Carrier Party in the current
declaratory judgment action to receive only proofs of claim filed
against a party or institution for whom the Carrier Party is
alleged to have issued an insurance policy.

The CNA Parties believe that, as long as any insurance carrier is
willing to agree to the terms provided in the original Protocol,
no restriction should be made on the ability of a Carrier Party to
review any confidential proofs of claim.

Any order approving the amended Protocol should provide that it
does not restrict, modify or supersede any discovery orders or
protocols, which may have been entered in the declaratory judgment
action.

(b) Cowles Publishing

Cowles Publishing Company, publisher of The Spokesman-Review
newspaper, argues that a procedure should be put in place to
permit public access to court records.  Christopher G. Varallo,
Esq., at Witherspoon, Kelley, Davenport & Toole, P.S., in
Spokane, Washington, points out that the claims submitted to the
Diocese have already been redacted to protect the identities of
claimants and exist in the files of the Diocese's counsel.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CBRL GROUP: S&P Downgrades Unsecured Notes' Rating to B+
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Lebanon, Tennessee-based restaurant operator CBRL Group
Inc. to 'BB' from 'BB+'.

The unsecured notes rating was lowered to 'B+', two notches below
the corporate credit rating, reflecting the relatively large
amount of secured debt in the capital structure.  The rating on
the $1.25 billion secured credit facility was lowered to 'BB' from
'BB+' and taken off CreditWatch, where it had been placed with
negative implications on April 4, 2006.  All other ratings are
removed from CreditWatch, where they were placed on Jan. 25, 2006,
with negative implications.  The outlook is negative.

The rating actions follow CBRL's announcement that it has drawn
approximately $725 million under its $1.25 billion secured credit
facility to repurchase 16.75 million shares tendered in its
modified "Dutch" auction.

"The debt-financed share repurchase represents a more aggressive
financial policy," said Standard & Poor's credit analyst Diane
Shand.  "Moreover, the transaction increases leverage and weakens
cash flow protection measures."

Pro forma for the share repurchase, total debt to trailing
12-month EBITDA (ended Jan. 31, 2006) increases to about 4.4x from
an actual 1.9x.

The ratings on CBRL reflect:

   * the company's more aggressive financial policy;
   * leveraged balance sheet; and
   * participation in a highly competitive restaurant industry.

These risks are somewhat mitigated by CBRL's generally good levels
of profitability and its solid position in the family dining
sector of the restaurant industry.


CC & R Inc: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: CC & R Inc.
        143 Triunfo Canyon Road, Suite #100
        Westlake Village, California 91361

Bankruptcy Case No.: 06-10651

Type of Business: The Debtor is a full service professional
                  corporation integrating civil engineering,
                  land planning and surveying.
                  See http://www.ccandrinc.com/

Chapter 11 Petition Date: May 5, 2006

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Chris Gautschi, Esq.
                  148 Via Trieste
                  Newport Beach, California 92663
                  Tel: (949) 294-5497

Total Assets: $1,226,850

Total Debts:    $521,193

Debtor's 7 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Operating Engineers              Pension               $222,714
Pension Trustee                  Contributions
P.O. Box 7064
Pasadena, CA 91109

Santa Barbara Bank               Loan                  $200,000
P.O. Box 60654
Santa Barbara, CA 91360

Telesis CCU                      Loan                   $40,000
9301 Winnetka Avenue
Chatsworth, CA 91311

Morris Polich Purdy LLP          Legal Fees             $19,419

Design Consultants               Consultation            $8,113

Toth Properties                  Rent                    $6,050

Western Financial Bank                                  Unknown


CHARLES GRIFFIN: Case Summary & 2 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charles L. Griffin
        28 Meadow Ridge Lane
        Old Brookville, New York 11545

Bankruptcy Case No.: 06-41411

Type of Business: The Debtor is the sole owner of Federal Metal &
                  Glass Corp., which filed for chapter 11
                  protection on April 21, 2005 (Bankr. E.D. N.Y.,
                  Case No. 05-16228).

Chapter 11 Petition Date: May 5, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Gabriel Del Virginia, Esq.
                  641 Lexington Avenue, 21st Floor
                  New York, New York 10022
                  Tel: (212) 371-5478
                  Fax: (212) 371-0460

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 2 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
CitGold Advantage                           $11,218
P.O. Box 6062
Sioux Falls, SD 57117

United States Department of Treasury         $6,293
Internal Revenue Service
P.O. Box 145585 - Stop 8420G
Cincinnati, OH 45250-5585


COMVERSE TECH: N.Y. Attorney's Office Investigates Option Grants
----------------------------------------------------------------
Comverse Technology, Inc., received a subpoena from the U.S.
Attorney's Office for the Eastern District of New York in
connection with the issuance of stock option grants from 1995 to
the present, widening the investigation on the Company's options
practices.  The SEC has started investigating whether grants were
granted ahead of favorable news to give recipients a better chance
of profiting from the exercise of the options.

Options give their holders the right to buy shares at a fixed, or
exercise, price.  Holders can profit by buying shares at the
exercise price and selling them when the stock-market price
exceeds it.

The Company said it intends to fully cooperate with the United
States Attorney in responding to this subpoena.

As reported in the Troubled Company Reporter on May 3, 2006, the
Company's Chairman and Chief Executive Officer, Kobi Alexander,
and its Chief Financial Officer, David Kreinberg, resigned from
their positions in the Company.  William F. Sorin also resigned as
director, Senior General Counsel, and Corporate Secretary.

From 1995 through Jan. 31, 2005, Mr. Alexander realized
$135 million in gains from exercising options, according to
SEC filings.  At the end of that period, he had an additional
$50 million in unrealized gains.

The Company appointed a special committee to investigate the
options grants.  The Special Committee reached a preliminary
conclusion that the actual dates of measurement for certain past
stock option grants for accounting purposes differed from the
recorded grant dates for those awards.  Based on the Special
Committee's preliminary conclusion, the Company says it will need
to restate its historical financial statements for each of the
fiscal years ended Jan. 31, 2005, 2004, 2003, 2002, and 2001 and
for the first three quarters of the fiscal year ended Jan. 31,
2006.  Due to the delay in filing its Form 10-K for the year ended
Jan. 31, 2006, the Company received a Staff Determination letter
from The NASDAQ Stock Market indicating that the Company's
securities will be delisted from The NASDAQ Stock Market.

                         About Comverse

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

                         *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
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.


CONSECO INC: S&P Affirms BB- Counterparty Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' counterparty
credit and financial strength ratings on Conseco Inc.'s (NYSE:CNO)
core insurance companies and its 'BB-' counterparty credit rating
on Conseco Inc.

Standard & Poor's also said that the outlook on Conseco Inc. is
stable, and the outlook on the operating companies is positive.

The affirmations follow the announcement of Conseco CEO
William S. Kirsch's resignation.  Standard & Poor's had a
discussion with the Chairman of Conseco's board of directors,
R. Glenn Hilliard, and the company's new interim CEO,
James E. Hohmann.

"We believe that the transition will be executed in an
orderly manner and that the strategic direction of the company
will not change to the detriment of its risk profile," said
Standard & Poor's credit analyst Jon Reichert.

During Kirsch's tenure as CEO, which began in August 2004, the
company made significant progress in recasting itself as a viable
insurance entity, which included a revitalization of its
independent agent channel.  At their current noninvestment-grade
level, all of the Conseco ratings incorporate an expectation for
some degree of variability in operating and financial results.


CREDIT SUISSE: Moody's Cuts Rating on $9.2MM Class L Certs. to C
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of four classes,
downgraded the rating of one class and affirmed the ratings of
three classes of Credit Suisse First Boston Mortgage Securities
Corp., Commercial Mortgage Pass-Through Certificates, Series 1999-
C1::

   * Class A-2, $658,244,370, Fixed, affirmed at Aaa
   * Class A-X, Notional, affirmed at Aaa
   * Class B, $52,600,000, Fixed, upgraded to Aaa from Aa2
   * Class C, $58,500,000, WAC, upgraded to Aa3 from A2
   * Class D, $14,700,000, WAC, upgraded to A1 from A3
   * Class E, $40,900,000, WAC, upgraded to Baa1 from Baa2
   * Class F, $20,500,000, WAC, affirmed at Baa3
   * Class L, $9,219,800, WAC, downgraded to C from Ca

As of the April 17, 2005 distribution date, the transaction's
aggregate principal balance has decreased by approximately 20.2%
to $933.7 million from $1.17 billion at securitization.

The Certificates are collateralized by 128 loans ranging in size
from less than 1.0% to 5.8% of the pool, with the top ten loans
representing 36.0% of the pool.  The pool includes a credit tenant
lease component which comprises 3.8% of the pool.  Eighteen loans,
representing 22.7% of the pool, have defeased and are
collateralized by U.S. Government securities.  The largest
defeased loans include the Exchange Apartments Loan and the
Selig -- Third and Broad Loan.

Fourteen loans were liquidated from the pool, resulting in
realized losses of approximately $34.8 million.  Two loans
representing less than 1.0% of the pool are in special servicing.

Moody's is projecting aggregate losses of approximately $1.0
million for the specially serviced loans. Thirteen loans,
representing 19.3% of the pool, are on the master servicer's
watchlist.

Moody's was provided with year-end 2004 and partial or full year
2005 operating results for 98.8% and 84.0% of the performing
loans, respectively. Moody's loan to value ratio is 85.4% compared
to 88.5% at Moody's last full review in May 2005 and compared to
84.3% at securitization.

The upgrade of Classes B, C, D and E is due to a high percentage
of defeased loans and overall stable pool performance.  The
downgrade of Class L is due to realized and projected losses.
Classes M, N and O have been eliminated entirely due to losses and
Class L has experienced aggregate losses of approximately $6.6
million.

The top three conduit loans represent 12.5% of the outstanding
pool balance. The largest conduit loan is the Tallahassee Mall
Loan, which is secured by a 974,000 square foot mall located in
Tallahassee, Florida.  The mall is anchored by Dillard's, Goody's,
and Parisian.  In-line occupancy has declined to 81.0% from 88.0%
at last review.  The loan was assumed by new owners in mid 2005
and the property is currently being renovated, which has caused a
disruption in property performance.  The loan is on the master
servicer's watchlist due to low debt service coverage.  Moody's
LTV is 93.4% compared to 90.2% at last review.

The second largest conduit loan is the Hato Rey Tower Loan, which
is secured by a 350,000 square foot office building located in
downtown San Juan, Puerto Rico.  The property is 76.0% occupied as
of December 2005, the same as at last review.  The property's
performance has been impacted by lease rollover.  The loan is on
the master servicer's watchlist due to low debt service coverage.
Moody's LTV is 97.0% compared to 90.0% at last review.

The third largest conduit loan is the L'Enfant Plaza Participation
Loan, which represents a 50.0% participation interest in a $69.2
million mortgage loan.  The loan is secured by a mixed use complex
which consists of 750,000 square feet of office space, 140,000
square feet of retail space and a 370-room Loew's hotel.
Performance has improved since last review.  The property is also
encumbered by a $45.4 million B Note which is held outside the
trust.  Moody's LTV is 81.0% compared to 86.4% at last review.

The CTL component consists of two cross-collateralized loans to a
single credit tenant, ACCOR, S.A.  The loans are secured by eleven
limited service hotels totaling 1,224 rooms operating under the
Motel 6 flag.  The properties are located in five states.

The pool's collateral is a mix of office, U.S. Government
securities, retail, multifamily, lodging, industrial and self
storage, mixed useand CTL.  The collateral properties are located
in 30 states plus the Commonwealth of Puerto Rico and the District
of Columbia.  The highest concentrations are California, New York,
Florida, Colorado and Puerto Rico.  All of the loans are fixed
rate.


DANA CORP: Panel Taps FTI Consulting as Restructuring Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Dana Corporation
and its debtor-affiliates' chapter 11 cases seeks permission from
the U.S. Bankruptcy Court for the Southern District of New York
to retain FTI Consulting, Inc., as its restructuring advisors,
effective March 14, 2006.

Peter Faulkner, co-chairperson of the Creditors Committee,
relates that FTI will help the Committee assess and monitor the
efforts of the Debtors and their professional advisors to maximize
the value of their estates and to reorganize successfully.  He
adds that FTI is well qualified and able to represent the
Committee in a cost-effective, efficient and timely manner.

FTI will:

   (1) assist the Creditors Committee in the review of financial
       related disclosures required by the Court, including the
       Schedules of Assets and Liabilities, the Statement of
       Financial Affairs and Monthly Operating Reports;

   (2) assist the Committee with the review of the Debtors'
       short-term cash management procedures and monitoring of
       cash flow;

   (3) assist the Committee with the review of the Debtors'
       employee benefit programs, including key employee
       retention, incentive, pension and other post-retirement
       benefit plans;

   (4) assist and advise the Committee with respect to the
       Debtors' management of their supply chain, including
       critical and foreign vendors;

   (5) assist the Committee with the review of the Debtors'
       performance of cost/benefit evaluations with respect to
       the affirmation or rejection of various executory
       contracts involving vendors and customers;

   (6) assist in the evaluation of the Debtors' operations and
       identification of areas of potential cost savings,
       including overhead and operating expense reductions and
       efficiency improvements;

   (7) assist in the review of financial information distributed
       by the Debtors, including, but not limited to, cash flow
       projections and budgets, cash receipts and disbursement
       analyses, analyses of various asset and liability
       accounts, intercompany transactions, and operating
       results;

   (8) assist the Committee with information and analyses, as it
       relates to other services described herein, required
       pursuant to any DIP financing including, but not limited
       to review of borrowing base calculations and financial
       covenants;

   (9) attend meetings and assist in discussions with the
       Debtors, potential investors, banks, other secured
       lenders, the Committee and any other official committees
       organized in the Debtors' Chapter 11 proceedings, the U.S.
       Trustee, other parties-in-interest and professionals hired
       by the same, as requested;

  (10) assist in the review or preparation of information and
       analysis, as it relates to other services, necessary for
       the confirmation of a plan in the Chapter 11 proceedings;

  (11) assist in the review of potential claims levels and the
       Debtors' reconciliation/estimation process;

  (12) assist with various tax matters including, but not limited
       to, the impact of the Debtors' claims and equity trading
       and tax issues related to a plan of reorganization;

  (13) provide litigation advisory services with respect to
       accounting and restatement matters, along with expert
       witness testimony on case related issues as required by
       the Committee; and

  (14) render other general business consulting or other
       assistance as the Committee or its counsel may deem
       necessary that are consistent with the role of a financial
       advisor and not duplicative of services provided by other
       professionals in this proceeding.

FTI will be paid:

   (i) a $225,000 per month fixed allowance for the first three
       months and $200,000 per month for each additional month
       thereafter;

  (ii) a $1,000,000 completion fee, which will be considered
       earned and payable, subject to the Court's approval, on
       the earliest occurrence of:

        (a) the confirmation of a plan of reorganization or a
            plan of liquidation;

        (b) the sale or liquidation of all or substantially all
            of the company's assets; and

        (c) the conversion of the case to a case under Chapter 7;

(iii) reimbursement of actual and necessary expenses.

Michael Eisenband, senior managing director at FTI, discloses
that FTI and its affiliates have had engagements involving
certain Debtor entities in matters unrelated to the Debtors'
Chapter 11 proceedings:

   (a) FTI performed due diligence services on behalf of
       Citibank, N.A., Dana's bank lender, in regard to the
       securitization of accounts receivable.  All work in regard
       to this assignment was completed in February 2005;

   (b) FTI performed certain due diligence procedures for Bank
       One as it pertained to the financing of the sale of the
       Dana Automotive Aftermarket Group to Cypress.  All work in
       regard to this assignment was completed in October 2004.

   (c) FTI provides graphic design services to DuPont in the
       legal proceeding, captioned as Theriot v. Mobil Oil,
       et al.  Dana and DuPont are two of many co-defendants in
       the case.  FTI does not provide any services to Dana in
       the proceedings.

   (d) FTI provides graphic design services to Caterpillar Corp.
       in their legal proceeding, captioned as Villanueva
       v. Caterpillar, et al.  Dana is one of many co-defendants
       with Caterpillar.  FTI does not provide any services to
       Dana in the proceedings.

Further, as part of its diverse practice, FTI appears in numerous
cases, proceedings and transactions that involve many different
professionals, including attorneys, accountants and financial
consultants, who may represent claimants and parties-in-interest
in the Debtors' cases.

George P. Stamas, Esq., a partner of Kirkland & Ellis, is
currently a member of the Board of Directors of FTI.  K&E is
retained as a professional for the Ad Hoc Committee of
Noteholders of Dana Credit Corp.  Mr. Stamas is in no way
involved with the K&E team in the Debtors' proceedings, nor does
he have any professional involvement in this matter in any
capacity, Mr. Eisenband assures the Honorable Burton R. Lifland.

FTI has in the past, may currently and will likely in the future
be working with or against other professionals involved in
matters unrelated to the Debtors and their Chapter 11 cases.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  The
Official Committee of Unsecured Creditors has selected Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, as its
counsel.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


DANA CORP: Committee Selects UBS Securities as Investment Bankers
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Dana Corporation
and its debtor-affiliates' chapter 11 cases seeks the U.S.
Bankruptcy Court for the Southern District of New York's authority
to retain UBS Securities LLC as its investment bankers.

Peter Faulkner, co-chairperson of the Creditors Committee, tells
the Honorable Burton R. Lifland that UBS is well suited to provide
investment  banking services to the Committee.  UBS and its
professionals  have extensive experience working with financially
troubled  companies in complex financial restructurings out of
court and in Chapter 11 cases, including Adelphia Communications,
Trump Hotels and Casino Resorts, Inc., CornerStone Propane, L.P.,
Petroleum Geo-Services ASA, Pacific Gas and Electric Company, and
Breed Technologies, Inc.

Mr. Faulkner adds that UBS is a leading M&A advisor in the U.S.
and was ranked sixth in U.S. M&A by Thompson Financial in 2005.
UBS advised on over $191 billion in M&A transactions with an
average deal size over $1.7 billion.

Pursuant to an engagement letter dated March 14, 2006, UBS will:

   (a) advise and assist the Creditors Committee in its analysis
       of the liquidity position, assets and liabilities, and
       financial condition of the Debtors;

   (b) advise and assist the Committee in the Committee's review
       and analysis of the Debtors' business plan;

   (c) advise the Committee in its analysis of the Debtors' debt
       capacity in light of their projected cash flows;

   (d) advise and assist the Committee in its review and analysis
       of any proposed capital structure for the Debtors;

   (e) assist the Committee in its analysis of any valuation of
       the Debtors or their separate businesses;

   (f) attend Committee meetings as well as due diligence
       meetings with the Debtors or other third parties as
       appropriate;

   (g) advise and assist the Committee in its analysis of the
       Debtors' financing alternatives;

   (h) advise and assist in the Committee's assessment of the
       financial issues and options concerning the sale of any
       assets of the Debtors in analyzing strategic alternatives
       available to the Debtors;

   (i) advise and assist the Committee in its review and analysis
       of all Plans;

   (j) advise and assist the Committee in its review and analysis
       of any new securities, other consideration or other
       inducements to be offered or issued under any Plan;

   (k) assist the Committee or participate in negotiations with
       the Debtors and other parties-in-interest;

   (l) provide testimony in Court on behalf of the Committee, if
       necessary, with respect to the financial aspects of any
       Plan; and

   (m) provide other financial advisory services in the
       Reorganization Cases reasonably or as may be agreed to be
       performed by UBS.

UBS will be paid:

   (i) a $175,000 monthly cash advisory fee; provided that 50% of
       the fee will be credited, to the extent actually paid,
       against the restructuring transaction fee.

  (ii) a $2,250,000 restructuring transaction fee, payable
       upon the consummation of any Restructuring Transaction,
       including, without limitation on the effective date of any
       Chapter 11 plan of reorganization.

UBS will also be reimbursed for reasonable out-of-pocket
expenses, and other fees and expenses, including reasonable
expenses of counsel, if any.

The Debtors will be obligated to indemnify and hold UBS and
certain related persons and entities harmless and to provide
contribution against liabilities arising out of or in connection
with the retention of UBS by the Committee except in certain
circumstances where liabilities resulted from the gross
negligence or willful misconduct of UBS.

The Creditors Committee requests that UBS' retention be effective
on March 14, 2006.  Since that time, the firm, according to
Mr. Faulkner, has been providing critical services to the
Committee, including, without limitation:

   (i) reviewing operating and financial information and
       conducting general due diligence on the Debtors' business
       and case matters;

  (ii) meeting with the Debtors' management, advisors and other
       professionals involved in the cases;

(iii) participating in meetings with the Committee; and

  (iv) responding to inquiries from creditors.

Andrew L. Kramer, managing director at UBS, discloses that
potential parties-in-interest currently employ or formerly
employed UBS in matters unrelated to the Debtors or their chapter
11 cases.  None of these entities generated more than 1% of UBS's
revenue in 2004 and 2005.

In addition, before May 2, 2006, UBS's trading desk held for its
own account certain debt obligations of the Debtors.  UBS was
among the "Market Maker Objectors" who filed a preliminary
objection to the Debtors' Trading Procedures.  The decision to
participate in the Objection was made by the trading desk as a
separate business unit of UBS, and upon the advise of its
investment banking unit, the trading desk has withdrawn the
Objection.  UBS' trading desk has sold all obligations and the
sales have closed in accordance with customary settlement
procedures.

Moreover, UBS is an active participant in the derivatives market,
including the market for credit default swaps.  Before the
Debtors' bankruptcy filing, UBS entered into a number of credit
default swaps with various counterparties related to various
obligations of the Debtors.

As a global securities trading firm, UBS may be involved in
transactions with respect to securities of potential parties-in-
interest.  None of these relationships constitute interests
materially adverse to the Debtors in matters upon which UBS is to
be employed, Mr. Kramer assures the Court.

UBS is a "disinterested person" within the meaning of Section
101(14) of the Bankruptcy Code and holds no interest adverse to
the Debtors and their estates for the matters for which it is to
be employed.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  The
Official Committee of Unsecured Creditors has selected Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, as its
counsel.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


DANA CORP: Seeks Court Okay to Pay $35 Million Tooling Claims
-------------------------------------------------------------
Dana Corporation and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for permission to pay,
in the ordinary course of their businesses, the claims of certain
suppliers of tooling, machinery or other equipment.

The Debtors supply modules, systems and components for original
equipment manufacturers and service customers in the light,
commercial and off-highway vehicle markets.  The Debtors
regularly purchase machinery, equipment, tooling and other
personal property for use in the manufacturing process to meet
specialized customer orders.

According to Corinne Ball, Esq., at Jones Day, in New York, in
light of the dynamic nature of the automobile and truck markets,
OEMs develop new vehicles on a continuous basis and have a number
of new platform launches each year.  This nearly constant
updating of the vehicles being manufactured by the OEMs leads to
a corresponding turnover in the parts being purchased by the
OEMs.  Thus, the Debtors must make capital equipment purchases on
a regular basis to fulfill their ever-changing obligations to
customers for the business awarded to them related to new vehicle
models.

In each of 2004 and 2005, the Debtors purchased more than
$250 million in machinery, jigs, dies, gauges, molds, patterns,
equipment, tooling and other personal property dedicated and
tailored to a particular OEM's vehicle product.  The Debtors have
budgeted to purchase a similar amount of Tooling during 2006.

For many of their major projects, the Debtors must initiate
preparations to supply new parts to an OEM as many as 18 months
before the first part is actually manufactured and sold to the
OEM.

Sometimes the manufacturing process calls for the Debtors to
manufacture parts directly for sale to the OEMs.  Other times,
the manufacturing process calls for the Debtors to designate and
utilize a number of sub-suppliers -- the "Tier 2" suppliers to
the OEMs -- who make and sell parts to the Debtors for
integration by the Debtors -- the "Tier 1" supplier to the OEMs
-- into the systems and parts sold by the Debtors to the OEMs.

The OEMs, Ms. Ball relates, seek to operate as much as possible
on a just-in-time basis to minimize their inventory costs.
Hence, a small disruption in the manufacturing process of one of
an OEM's suppliers can quickly shut down the OEM's own assembly
lines.

Recognizing this, and to minimize the potential for disruptions,
many of the OEMs require that they own important Tooling so that
they can control the Tooling in the event of a business
disruption at one of their suppliers, as well as protect their
trade secrets and other intellectual property rights.

                      Customer Paid Tooling

Consistent with this approach, at the start of a new project, the
OEMs often designate that certain or all of the OEM-specific
Tooling being purchased by a Tier 1 supplier, like the Debtors,
be sold to the OEMs.  Typically, this arrangement is embodied in
the Debtors' agreements with their OEM customers, which require
the Debtors to identify and contract with the Tooling Suppliers
for the acquisition of Customer Paid Tooling.

When the production of the Customer Paid Tooling is completed, it
is either:

    (a) delivered by the Tooling Supplier to the Debtors for use
        by the Debtors in the manufacturing process (In-House
        Tooling);

    (b) retained by the Tooling Supplier itself for use in
        producing parts for sale to the Debtors (Supplier-
        Developed Tooling); or

    (c) delivered by the Tooling Supplier to a "Tier 2" supplier
        for its use in the development of parts for sale to the
        Debtors.

Ownership of the Tooling passes from the Tooling Suppliers to the
Debtors and then to the OEM pursuant to the terms of the Customer
Contracts.  Sometimes ownership of the Tooling passes immediately
through the applicable Debtor to the OEM customer.  Other times,
the contract provides that ownership of the Tooling resides at
the Debtor for a period of time and transfers to the OEM at a
later date.  Because of the relationship between the parties,
Customer Paid Tooling costs are a simple pass-through for the
Debtors.  The Debtors take funds from the OEMs and pass them
through to the Tooling Suppliers and take the Tooling from the
Tooling Suppliers and pass ownership of it through to the OEMs.

                          Tooling Claims

At this time, the Debtors are nearing the completion of Tooling
purchases for a number of key projects and are approaching or in
the midst of the testing phase that immediately precedes the
start of production.  Projects at this stage include systems for
the manufacture of frames for the Toyota Tundra light truck and
Toyota Sequoia sport-utility vehicle, as well as for a number of
Ford vehicles, including the F-series pickup.  In addition, the
Debtors have a number of smaller projects requiring customer-
specific frames, light axles and driveshafts for various vehicle
programs with DaimlerChrysler, Ford, BMW and other OEMs.

The Debtors also are in the process of soliciting bids and
identifying suppliers for similar projects with the same customer
base for future vehicle platforms.  Accordingly, the Debtors have
a number of projects in process for some of their most important
customers, who are key to the continued viability and successful
reorganization of the Debtors' business operations.

The Debtors intend to pay the claims of the Tooling Suppliers for
Customer Paid Tooling that was sold to the Debtors and has been
resold prepetition or will be resold postpetition to the Debtors'
customers.

The Debtors expect to pay approximately $35,000,000 of Tooling
Claims, comprised of approximately $15,600,000 relating to In-
House Tooling and $19,200,000 relating to Buy-Outside Tooling.

Ms. Ball asserts that payment of Tooling Claims will facilitate
the success of the Debtors' business operations without any
significant costs to their estates.

With respect to the In-House Tooling, the Debtors have determined
that they obtained title to the Tooling before their bankrupty
filing, under the terms of the Customer Contracts.  Accordingly,
In-House Tooling Claims are prepetition claims.

The status of the Buy-Outside Tooling Claims is less clear.  With
respect to most of the Tooling, the agreement between the Debtors
and the Tooling Supplier is a simple purchase order, which may or
may not specifically identify when ownership or title to the
Tooling transfers.  This purchasing arrangement is particularly
common with respect to Supplier-Developed Tooling.

Because the manufacturer will maintain possession of the
Supplier-Developed Tooling, there is no physical "delivery" of
the Tooling to the Debtors, which is normally the key point under
applicable state law that serves to demarcate when ownership to
the Tooling transfers.  For other forms of Buy-Outside Tooling,
where the tooling is delivered to a third party, the ownership
analysis may be complicated by various other factors.

Based on their own analyses, the Debtors believe that they likely
did not have ownership of much of the Buy-Outside Tooling on the
date of their bankruptcy filing, and therefore the majority of the
$19,200,000 in Buy-Outside Tooling Claims may represent
postpetition obligations that can be paid in the ordinary course
of the Debtors' businesses.  Nonetheless, out of an abundance of
caution, the Debtors seek the Court's consent to pay Buy-Outside
Tooling sClaims.

              Pass-Through Nature of Tooling Claims

The OEM tooling programs effectively operate as a pass-through
transaction, with the OEMs -- and not the Debtors -- bearing the
cost of the Tooling.  The Debtors arrange for the purchase of
Tooling for the OEMs, but never take long-term ownership of the
Tooling, as title to the Tooling passes from the Tooling Supplier
to the Debtors and then ultimately to the OEMs.

Likewise, while the Debtors front certain of the costs for the
Customer Paid Tooling, they ultimately are reimbursed by the OEMs
for the Tooling costs with amounts that the OEMs consider to be
earmarked for payment of Tooling Claims.  The Debtors, thus,
serve as middlemen, consistent with the practices used throughout
the automotive industry.

In recent weeks, many of the OEM customers have voiced concerns
that there be no interruption in the Customer Paid Tooling
programs and the supply projects they support, Ms. Ball tells
the Honorable Burton R. Lifland.  If the Debtors do not commit to
use OEM funds, which the OEMs consider earmarked for tooling
payments, to make the payments, the Debtors anticipate that they
will suffer serious harm to their critical customer relationships.

            Many of the Tooling Claims Are Secured

According to the Debtors, under applicable state law, many of the
Tooling Suppliers have liens, or the ability to assert liens, on
the Customer Paid Tooling if the Tooling Claims are not paid.  In
some instances, the Debtors may have affirmatively granted the
Tooling Supplier a security interest in the Tooling through the
prepetition execution of a security agreement, and the Tooling
Supplier has perfected the interest by making the appropriate
filings pursuant to the Uniform Commercial Code.

In other instances, applicable state law grants the Tooling
Supplier the right to assert a lien in the Tooling.

Thus, absent payment of the Tooling Claims, it is likely that
certain of these Tooling Suppliers will assert their liens,
causing disruptions to the Debtors' customer relationships, Ms.
Ball avers.

Moreover, Ms. Ball asserts that additional factors warrant the
payment of the Tooling Claims:

   (1) The payment of the Tooling Claims is necessary to reach
       agreement with the Tooling Suppliers to assist the Debtors
       on new business projects or to complete other pending
       projects;

   (2) Certain of the Tooling Suppliers have advised the Debtors
       that they will not continue to deliver or transfer
       ownership of in-process Tooling to the Debtors unless and
       until the Debtors pay for the Tooling already delivered by
       the supplier;

   (3) Tooling Suppliers may refuse to perform services, delaying
       the test runs being performed by the Debtors for certain
       new products.  To complete the tests successfully and to
       initiate the manufacture and delivery of new parts to
       customers, certain of the Customer Paid Tooling must be
       installed, modified, reprogrammed, hardened or have other
       work performed on it by the Tooling Supplier;

   (4) The community of Tooling Suppliers is relatively small
       and close-knit.  The Debtors have developed a stable of
       suppliers with whom they have had successful working
       relationships, which would be harmed if the Debtors were
       to fail to pay the Tooling Claims; and

   (5) Many of the Tooling Suppliers have small operations that
       may be unable to survive the nonpayment of the Tooling
       Claims by the Debtors.

                    Tooling Claim Schedule

A schedule identifying the Tooling Suppliers and the Tooling
Claims potentially to be paid is available for free at

               http://researcharchives.com/t/s?8ac

To the extent that the Debtors discover additional claims for
Tooling that, if paid, are to be reimbursed by the Debtors'
customers, the Debtors reserve their rights to add the claims to
the Tooling Claim Schedule.

                        Payment Conditions

The Debtors want to ensure that the prompt payment of the Tooling
Claims provides the Debtors with the maximum benefit to their
estates.  The Debtors propose that each holder of a Tooling Claim
may receive payment on account of the claim if it:

    -- confirms that it will comply with the delivery schedules
       for the Customer Paid Tooling set forth in the underlying
       agreements on a postpetition basis, or

    -- agrees to other terms that the Debtors determine are
       acceptable, even if the previously agreed deadlines
       required the delivery of Tooling to the Debtors prior to
       approval of the Tooling Claims Motion.

In addition, each recipient of a payment of a Claim Payment will
be required, to the extent applicable, to:

   (a) continue to accept and fulfill purchase orders issued by
       the Debtors for Tooling or other machinery or equipment;

   (b) continue to extend normalized trade credit and provide
       other business terms on a postpetition basis, including
       with respect to any applicable credit limits, the pricing
       of goods and services and the provision of equivalent
       levels of service, on terms at least as favorable as those
       extended prepetition or on other terms that are acceptable
       to the Debtors in their business judgment, until they
       emerge from Chapter 11;

   (c) not file of record in any jurisdiction, or otherwise
       assert against the Debtors, their Chapter 11 estates,
       their customers or against any of their property, a lien
       or security interest relating in any manner to the Tooling
       Claims satisfied through the Claim Payment;

   (d) if liens or security interests have already been asserted
       in the Tooling, take steps to withdraw the liens or
       security interests within 10 business days of receipt of
       the Claim Payment and to provide the Debtors and the
       relevant customer with written notice of the withdrawal of
       the liens and security interests; and

   (e) for Buy-Outside Tooling, release to the Debtors or the
       customers, as requested by the Debtors or the Customers,
       the Customer Paid Tooling in the Tooling Supplier's
       possession.

The Debtors may require a Tooling Supplier to execute an
agreement prior to its receipt of a Claim Payment that, among
others, confirms that the Tooling Supplier agrees to be bound by
the Trade Terms.

The Debtors may impose additional requirements of any nature, in
their sole discretion, for payment of the Tooling Claims.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  The
Official Committee of Unsecured Creditors has selected Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, as its
counsel.  When the Debtors filed for protection from their
creditors, they listed $7.9 billion in assets and $6.8 billion in
liabilities as of Sept. 30, 2005.  (Dana Corporation Bankruptcy
News, Issue No. 8; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


DELPHI CORP: U.S. Trustee Appoints 7-Member Equity Holders' Panel
-----------------------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, appoints
seven equity security holders to serve on the Official Committee
of Equity Security Holders in Delphi Corporation and its debtor-
affiliates' Chapter 11 cases:

          1. Brandes Investment Partners, L.P.
             11988 El Camino Real, Suite 500
             San Diego, California 92103

          2. Luqman Yacub
             P. O. Box 1026
             Hartville, Ohio 44632

          3. James E. Bishop, Sr.
             502 Shiloh Dr. # 9
             Laredo, Texas 78045

          4. D.C. Capital Partners, L.P.
             800 Third Avenue 40th Floor
             New York, NY 10022

          5. James N. Koury, trustee of the Koury Family Trust
             410 Reposado Dr.
             La Habra Heights, California 90631

          6. James H. Kelly
             P. O. Box 4426
             Boulder, Colorado 80306

          7. Dr. Betty Anne Jacoby
             18 Fox Hill Drive
             Little Silver, New Jersey

             Appaloosa Wants to Join Equity Committee

Conspicuously missing from the roster of Equity Committee members
is Appaloosa Management L.P. and certain other shareholders, each
of which submitted timely its application for membership, Frank L.
Eaton, Esq., at White & Case LLP, in Miami, Florida, tells the
Court.

Appaloosa, Wexford Capital LLC, Pardus Capital Management L.P.,
and Lampe Conway & Co., LLC, in the aggregate own nearly 20% of
the issued and outstanding common stock of Delphi.

Mr. Eaton points out that Appaloosa, Delphi's largest shareholder,
single-handedly prosecuted the request for the appointment of an
equity committee over the objection of the Debtors, the Official
Committee of Unsecured Creditors, the Debtors' prepetition
lenders, and the U.S. Trustee.  In prosecuting that request and
conducting extensive discovery, Appaloosa expended a significant
amount of resources through the retention of counsel and experts.

"In what we believe to be a first in the annals of bankruptcy
history, a party that (i) requested the appointment of a
committee, (ii) successfully obtained an order directing the
appointment of such committee, (iii) has otherwise been active in
the case protecting the interests of the constituency to be
represented by such committee, and (iv) applied to be a member of
such committee, was subsequently not offered the opportunity to be
a member," Mr. Eaton says.

Mr. Eaton adds that the U.S. Trustee's failure to even make an
inquiry to Appaloosa and the other Shareholders regarding their
request to serve on the Equity Committee is troubling given the
size of their holdings, their willingness to serve, and the clear
direction under Section 1102(b)(2) of the Bankruptcy Code that an
equity committee should "ordinarily consist of the persons,
willing to serve, that hold the seven largest amounts of equity
securities."

Rather than promptly forming an equity committee from Delphi's
largest shareholders, the U.S. Trustee adopted a procedure of
soliciting all of Delphi's over 300,000 shareholders for committee
membership.  Mr. Eaton relates that as a result of this bizarre
process, not until April 28, 2006 -- 28 days after the issuance of
the Court's order directing the appointment of an equity committee
-- did the U.S. Trustee actually appoint the Equity Committee,
which consists of two institutional investors and five
individuals.

The Shareholders believe that the U.S. Trustee's failure to
appoint some or all of them to the Equity Committee is a clear
abuse of discretion.  The Shareholders ask the Court to direct the
U.S. Trustee to enlarge the Equity Committee, by including them.

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


DELPHI CORP: Fails to Convince GM to Defer Price Reductions
-----------------------------------------------------------
In a report to the Securities and Exchange Commission, Delphi
Corporation said that it was unsuccessful in its bid to convince
General Motors Corporation to continue foregoing previously
agreed-to 2006 contractual price reductions on components provided
by Delphi.

GM had agreed in November 2005 to temporarily forego the price
reductions and had done so through the first quarter of 2006.  On
March 31, 2006, Delphi outlined a transformation plan that
included the filing of requests to reject collective bargaining
agreements and certain unprofitable GM contracts.

Delphi continues discussions with its U.S. unions and GM towards a
consensual agreement to transform to a competitive U.S. labor cost
structure.  The company expects that financial support from GM
will be part of an overall agreement.  Beginning, April 1, 2006,
Delphi's net sales will reflect the previously agreed-to
contractual price reductions.

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


DIRECTV GROUP: Earns $235 Million of Net Income in First Quarter
----------------------------------------------------------------
The DIRECTV Group, Inc., reported that first quarter revenues
increased 8% to $3.39 billion and operating profit before
depreciation and amortization more than tripled to $605 million
compared to last year's first quarter.  The DIRECTV Group reported
first quarter 2006 operating profit of $392 million and net income
of $235 million compared with an operating loss of $54 million and
a net loss of $41 million in the same period last year.

"DIRECTV U.S. had a strong first quarter highlighted by revenue
growth of 14% to $3.19 billion, operating profit before
depreciation and amortization more than doubling to $545 million
and cash flow before interest and taxes of $211 million," said
Chase Carey, president and CEO of The DIRECTV Group, Inc. "Similar
to recent quarters, this solid growth was driven by our large and
growing subscriber base, strong ARPU growth and higher operating
margins due mostly to the significant scale and operating leverage
of our business."

Mr. Carey continued, "In addition to the strong financial
performance, first quarter results also reflect the benefits
gained from our strategy to attain higher quality subscribers.
DIRECTV's stricter credit policies and revised dealer incentives
implemented over the past several quarters have impacted both our
gross and net subscriber growth.  DIRECTV U.S. gross additions of
919,000 were down 19% compared to last year but more importantly,
the number of high-quality subscribers added in the period
actually increased more than 13% over the prior year.  The
continued improvement in the quality of our subscriber base
contributed to the first year-over-year improvement in churn in
nearly two years as average monthly churn fell to 1.45% in the
quarter.  The lower gross additions combined with the improved
churn rate resulted in net additions of 255,000 subscribers in the
quarter."

Mr. Carey concluded, "Looking ahead, the introduction of new high
definition programming will play an increasingly important role in
DIRECTV's competitive strength and future growth.  Just two weeks
ago, we launched local HD channels in 8 new cities bringing our
total coverage to 20 markets representing about 40% of U.S. TV
households.  We will continue launching new markets over the
coming months and by the end of the year, we expect to have HD
local channels available to approximately three-quarters of all
households.  And after the launch of our two remaining HD
satellites next year, we expect to have the most comprehensive and
compelling offering of HD programming for nearly every home in
America."

            Consolidated Balance Sheet and Cash Flow

The DIRECTV Group's consolidated cash and short term investment
balance of $2.50 billion declined by $1.89 billion in the
quarter mostly due to a share repurchase program announced on
Feb. 8, 2006.  During the quarter, The DIRECTV Group repurchased
and retired 116 million shares of DIRECTV common stock (including
100 million shares of common stock purchased from General
Motors employee pension and benefit trusts) for approximately
$1.8 billion at an average price of $15.52 per share.  Also
impacting the quarter's cash was a $373 million payment related
to the DIRECTV Latin America transactions, $110 million received
for the sale of the remaining interest in HNS, as well as free
cash flow in the period of $170 million.  Free cash flow was
driven by cash flow from operations of $440 million partially
offset by cash paid for satellites and property and equipment
of $270 million.  Total debt remained essentially unchanged at
$3.41 billion.

                       About DIRECTV

Headquartered in El Segundo, California, The DIRECTV Group, Inc.
(NYSE:DTV), formerly Hughes Electronics Corporation, provides
multi-channel television entertainment, and broadband satellite
networks and services.  The DIRECTV Group, Inc., is 34% owned by
Fox Entertainment Group, Inc., which is owned by News Corporation.
DIRECTV is currently available in Latin American countries:
Argentina, Brazil, Chile, Colombia, Costa Rica, Ecuador, El
Salvador, Guatemala, Honduras, Mexico, Nicaragua, Panama, Puerto
Rico, Trinidad & Tobago, Uruguay, Venezuela and several Caribbean
island nations.

                         *     *     *

Standard & Poor's Rating Services placed a BB credit rating on
DIRECTV Group and said the outlook is stable.


DMX MUSIC: Files Chap. 11 Liquidation Plan & Disclosure Statement
-----------------------------------------------------------------
Maxide Acquisition, Inc., dba DMX MUSIC, Inc., and its debtor-
affiliates delivered to the U.S. Bankruptcy Court for the District
of Delaware its chapter 11 liquidation plan and a disclosure
statement explaining that Plan.

Under the Plan, holders of these claims will be paid in full:

   1) Administrative Claims
   2) Priority Tax Claims
   3) Priority Claims Against Maxide
   4) Priority Claims Against Consolidated Debtors
   5) Other Secured Claims Against the Consolidated Debtors
   6) Professional Fee Claims

Professional fees and expenses not exceeding $100,000 will be paid
and reimbursed, provided that, without the prior written consent
of Royal Bank of Canada as the lenders' agent, the Liquidating
Debtors may not use:

   1) more than $15,000 of the $100,000 to pay any fees or
      reimburse any expenses accrued or incurred by any
      professionals in connection with the investigation of any
      avoidance actions; and

   2) any portion of the $100,000 to pay any fees and reimburse
      any expenses accrued or incurred by any professionals in
      connections with the prosecution or collection of any
      avoidance actions.

The Lender Group's Secured Claims Against Maxide are entitled to a
75% pro rata share from the distribution while General Unsecured
Claims Against the Consolidated Debtors will get 20%.

Holders of General Unsecured Maxide Claims, Equity Interests in
Maxide, and Lender Group Secured Claims Against Consolidated
Debtors will receive nothing under the Plan.  All Intercompany
Claims and all Equity Interests in Consolidated Debtors will be
cancelled on the effective date of the Plan.

Headquartered in Los Angeles, California, Maxide Acquisition,
Inc., dba DMX MUSIC, Inc. -- http://www.dmxmusic.com/-- is
majority-owned by Liberty Digital, a subsidiary of Liberty Media
Corporation, with operations in more than 100 countries.  DMX
MUSIC distributes its music and visual services worldwide to more
than 11 million homes, 180,000 businesses, and 30 airlines with a
worldwide daily listening audience of more than 100 million
people.  The Company and its debtor-affiliates filed for chapter
11 protection on Feb. 14, 2005 (Bankr. D. Del. Case No. 05-10431).
The case is jointly administered with Maxide Acquisition, Inc.
(Bankr. D. Del. Case No. 05-10429).  Curtis A. Hehn, Esq., and
Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub P.C., represent the Debtors in their restructuring
efforts.  Andrew J. Flame, Esq., and Andrew C. Kassner, Esq., at
Drinker Biddle & Reath LLP, represent 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.


E.SPIRE COMMS: Ch. 11 Trustee Wants Cases Converted to Ch. 7
------------------------------------------------------------
Gary F. Seitz, Esq., the Chapter 11 trustee appointed in the
Chapter 11 cases of e.Spire Communications, Inc., and its
debtor-affiliates, asks the U.S. Bankruptcy Court for the District
of Delaware to convert the Debtors' cases to liquidation
proceedings under Chapter 7 of the Bankruptcy Code.

John D. McLaughlin, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, tells the Court that after the sale of substantially all of
the Debtors' assets to Xspedius Management, Co., LLC, and Thermo
Telecom Partners, LLC, the Debtors have become administratively
insolvent.  Xspedius and Thermo Telecom assumed some of the
Debtors' debts pursuant to the terms of the sale.

Mr. McLaughlin said that the Debtors no longer have enough money
to  pay postpetition obligations incurred in the ordinary course
of business.  Unfunded administrative expenses amount to around
$14 million.

Mr. McLaughlin adds the Debtors' businesses could no longer be
rehabilitated.

Headquartered in Columbia, Maryland, e.Spire Communications is a
facilities-based integrated communications provider, offering
traditional local and long distance Internet access throughout the
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 22, 2001 (Bankr. Del. Case No.
01-00974).  Chad Joseph Toms, Esq., and Domenic E. Pacitti, Esq.,
at Saul Ewing LLP, and James E. O'Neill, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represent the Debtors in their
chapter 11 proceedings.  Francis A. Monaco Jr., Esq., and Joseph
J. Bodnar, Esq., at Monzack and Monaco, P.A., represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed $911.2 million in
total assets and $1.4 billion in total debts.

Gary F. Seitz, Esq., is the Court-appointed Chapter 11 Trustee in
the Debtors' bankruptcy proceedings.  Daniel K. Astin, Esq., and
Anthony M. Saccullo, Esq., at The Bayard Firm; Erin Edwards, Esq.,
at Young Conaway Stargatt & Taylor LLP; and Deirdre M. Richards,
Esq., at Obermayer Rebmann Maxwell & Hippel LLP, represent Mr.
Seitz.


EASY GARDENER: Gets Interim Access to $30 Mil. DIP Loan Facility
----------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware allowed Easy Gardener Products, Ltd., and its debtor-
affiliates, on an interim basis, to obtain postpetition secured
loans of up to $30 million from LaSalle Business Credit LLC and
LaSalle Bank National Association.

The Debtors will use the proceeds of the LaSalle loans to:

   * pay their vendors and employees;
   * buy materials; and
   * maintain their business operations without interruption.

                      Use of Cash Collateral

Pursuant to the Court's interim order, the Debtors are also
authorized to use cash collateral securing repayment of their
prepetition obligations to LaSalle and CapitalSource Finance LLC.

The Debtors will use cash collateral according to a 13-week
budget.  A copy of this budget is available for free at:

                http://researcharchives.com/t/s?8a9

CapitalSource holds a $18.6 million secured claim against the
Debtors' assets pursuant to a Term Loan and Security Agreement
signed on  Oct. 29, 2003.

To the extent that there is a diminution in the value of
CapitalSource's prepetition term loan collateral, including, but
not limited to the Term Loan Lender's cash collateral, resulting
from any loss in market value, the Debtors grant CapitalSource:

     i) replacement liens and security interests on all of thier
        assets; and

    ii) a superpriority administrative expense claim, provided
        that all liens, security interest and superpriority
        administrative expense claims granted to CapitalSource are
        junior and subordinate to LaSalle's liens and rights.

As adequate protection of its interests, the Debtors grant LaSalle
a fully perfected first priority priming lien and security
interest, senior to any and all liens or interests, on all of
their assets.

Easy Gardener Products, Ltd. -- http://www.easygardener.com/--  
manufactures and markets a broad range of consumer lawn and garden
products, including weed preventative landscape fabrics,
fertilizer spikes, decorative landscape edging, shade cloth and
root feeders, which are sold under various recognized brand names
including Easy Gardener, Weedblock, Jobe's, Emerald Edge, and
Ross.  The Company and four of its affiliates filed for bankruptcy
on April 19, 2006 (Bankr. D. Del. Case Nos. 06-10393 to 06-10397).
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP
represent the Debtors in their restructuring efforts.  When the
Debtors filed for bankruptcy, they reported assets amounting to
$103,454,000 and debts totaling $107,516,000.


ENTERGY NEW: BNY & FGIC Voice Quarterly Dividend Payment Concerns
-----------------------------------------------------------------
The Bank of New York, as Successor Trustee, and Financial Guaranty
Insurance Company are skeptical on Entergy New Orleans, Inc.'s
request to pay the deferred dividend based on, among other things:

   -- their concern on the direction of ENOI's Chapter 11 case in
      general;

   -- ENOI's reliance on Entergy Corp. and its management; and

   -- the fact that the value of the net operating loss could be
      reduced if Entergy stops its support of ENOI and ENOI is no
      longer part of the Entergy Consolidated Group or of the Tax
      Sharing Agreement.

To resolve these concerns, FGIC and BNY entered into discussions
with Entergy and ENOI.

Accordingly, FGIC and BNY asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to allow ENOI to pay the quarterly
dividend, subject to these conditions:

   (a) The authority granted to ENOI to pay the preferred
       dividend on July 1, 2006, and all subsequent quarterly
       dividends must be subject to BNY and FGIC's rights to
       object to any dividend payment.  BNY and FGIC will give
       ENOI a written notice of their objection not less than 45
       days before the payment is due.  If an objection is timely
       raised, ENOI will not pay that dividend without further
       Court order.

   (b) Under the Middle South Utilities, Inc. and Subsidiary
       Companies Intercompany Tax Allocation Agreement dated
       April 28, 1988, Entergy will promptly pay all tax refunds
       owing allocable to ENOI.

   (c) Entergy will pay ENOI in connection with the Tax Sharing
       Agreement on a quarterly basis, after Entergy's payments
       of estimated taxes owing to ENOI for the current tax year.
       Any "true up" of those amounts will be made after the
       filing of the Entergy consolidated Unites States federal
       income tax return for that tax year.

                     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: Hires Gordon Arata as Special Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
gave Entergy New Orleans, Inc., permission to employ Gordon,
Arata, McCollam, Duplantis & Eagan LLP, to represent the Company
in two lawsuits filed by the Gordon Plaintiffs.

The Reverend C. S. Gordon, Jr., on behalf of New Zion Baptist
Church, J. Michael Malec, Darryl Malek-Wiley, Willie Webb, Jr.,
and Maison St. Charles, L.L.C., d/b/a Quality Inn Maison St.
Charles -- filed two actions, one with the Council of the City of
New Orleans, and another in the Civil District Court for the
Parish of Orleans, against Entergy New Orleans, Inc., and other
Entergy entities.  The Gordon Suit asserts restitution of
ascertainable losses of money and damages for violations of
Louisiana antitrust laws arising from ENOI's manipulation and
abuse of its fuel adjustment charges.

As previously reported, GAMDE is expected to:

    (a) advise the Debtor with respect to its litigation strategy
        in the Gordon Matters;

    (b) defend the Debtor in the Gordon Matters;

    (c) participate in negotiations concerning the Gordon Matters;

    (d) prepare all motions, conduct pre-trial and trial
        activities in the Gordon Matters, and prosecute or defend
        any appeal taken in the proceedings;

    (e) take any steps necessary to protect the Debtor's interests
        in the Gordon Matters; and

    (f) perform all other necessary legal services and provide all
        other necessary legal advice to the Debtor as may be
        requested in connection with the Gordon Matters.

The firm's current hourly rates are:

          Professionals                  Hourly Rates
          -------------                  ------------
          Ewell E. Eagan                     $250
          Martin E. Landrieu                 $215
          Marcy V. Massengale                $190
          Wendy Hickok Robinson              $190
          Other Partners                     $150
          Other Associates                   $150
          Other Paralegals                    $85

Ewell E. Eagan, Jr., Esq., a partner at Gordon, Arata, McCollam,
Duplantis & Eagan, LLP, assured the Court that the firm does not
represent any adverse interest to the Debtor or its estate, and is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                     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)


FAIRMONT GENERAL: Moody's Affirms Rating on 1994 Bonds at Ba2
-------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 rating on Fairmont
General Hospital's Series 1994 Bonds.  The outlook remains
negative, largely reflecting a deterioration in liquidity and
uncertainty surrounding future debt plans and capital investment.

Legal Security: The bonds are secured by a pledge of gross
revenues of FGH.

Interest Rate Derivatives: None.

Strengths:

   * Fairmont General Hospital is the only acute care hospital in
     Marion County, enjoying a 72% market share position in its
     Primary service area.

   * After four consecutive years of decreasing inpatient
     volumes, admissions have flattened, with a 0.5% increase in
     FY 2005, reflecting stabilization in the physician staff.

   * Improved volume trends driven by physician recruiting as
     well as implementation of cost reduction strategies resulted
     in a financial rebound and FGH's first operating profit
     since 2001.  FGH generated $6.1 million in total cash flow.

Challenges:

   * Despite the operating turnaround in FY 2005, liquidity and
     balance sheet indicators remain thin, with cash levels of
     $5.4 million, or 26.9 days cash on hand reflecting a decline
     from 32.1 days cash on hand in FY 2004.

   * FGH has pursued aggressive debt repayment in recent years
     and as a result has seen an improvement in leverage
     indicators from FYE 2004 to FYE 2005 of 4.11 cash to debt to
     1.87, and from 44.7% cash to debt to a better 50%.  However,
     additional debt plans of $9 million would effectively double
     the debt burden.

   * Increased competitive pressures stemming from West Virginia
     University Hospital, United Hospital and Monongalia General
     Hospital located in the secondary service area.  Combined
     with FGH's recent history of deferred maintenance, these
     developments could challenge FGH's market position.

                      Results and Developments

In the aftermath of the departure of a group of emergency
department primary care physicians resulted in four consecutive
years of volume declines, management has focused on implementing
an aggressive recruiting strategy.

FGH has rebuilt the ED group, yielding a 15.7% increase in ED
visits in FY 2005.  In addition, management also reports the
successful recruitment of several other key physicians and
initiated a hospitalist program in the fourth quarter of 2005,
resulting in fortified referral flow.

FGH was successful in translating increased volumes into improved
operating performance, with robust revenue growth of 12.4% in FY
2005.  Management attributes revenue growth to volumes and
favorable out-patient contracts.  In addition, FGH was recently
designated by CMS as a sole community provider, which should
provide an additional $2.5 million in revenues in FY 2006.

Expense growth was also limited in FY 2005, due to favorably low
wage increases for nurses and the divestiture of the skilled
nursing facility, which was running at a $250 thousand operating
deficit.

As a result of these operating improvements, FGH reported the
first operating profit since 2001, generating an operating cash
flow of $6.1 million, yielding an operating margin of 3.0% and
7.7% operating cash flow margin in FY 2005.  Management reports
strengthened operating performance in the first quarter of 2006 as
evidenced by $2.1 million in operating cash flow and 5.8%
operating margin.

In spite of the operating turnaround, the competitive environment
continues to heighten in Marion County.  United Hospital Center
was recently awarded a certificate of need for a replacement
hospital, which will be constructed five miles from Marion County,
between Bridgeport and Fairmont.  Since the facility is not due to
open until late 2009, this development has not been incorporated
into the rating at this time.

However, increased competitive pressures will require FGH to
invest heavily given three consecutive years of capital spending
below levels of depreciation.  As a result, FGH has recently filed
a CON for an out-patient facility to bolster its presence in South
Fairmont, with plans to open towards the end of 2007.

Management reports plans to borrow approximately $9 million to
finance the facility, which would potentially represent a doubling
of total debt outstanding.  This financing would result in an
increase in debt to cash flow from 1.87 to 3.52, and cash to debt
from an already modest 49.7% to an unfavorable 29.8%.

After paying off their line of credit, a real estate acquisition,
and an aggressive amortization schedule due to rapid repayment of
the 1997, 2000, and 2002 notes, unrestricted cash has fallen from
$5.9 million in 2004 to $5.4 million in 2005, or 26.8 days cash on
hand, which does not compare favorably with the Ba median of 57.3
days cash on hand.

Furthermore, FGH plans on funding $5.2 million in capital
expenditures in FY 2006 via cash flow, which will further stunt
balance sheet growth in the near future.  FGH has a thin financial
cushion to weather future challenges.

                             Outlook

The negative outlook reflects the decrease in liquidity and days
cash on hand, and the difficulties of strengthening the balance
sheet in the face of challenges related to deferred maintenance
and heavy capital investment.

What could change the rating -- UP

Strengthened balance sheet position, sustained growth in volumes
and operating income, and an improvement in leverage indicators

What could change the rating -- DOWN

A return to weak operating performance, further deterioration of
balance sheet and liquidity indicators, or intensified competitive
threats

Key Indicators:

Based on financial statements for Fairmont General Hospital

   -- First number reflects audit year ended December 31, 2004
   -- Second number reflects audit year ended December 31, 2005
   -- Investment income of $0.31 million and $0.47 million in
      FY's 2004 and 2005, respectively.
   -- Investment returns smoothed at 6% unless otherwise noted
   -- Inpatient admissions: 6,265; 6,299
   -- Total operating revenues: $69.5 million; $78.1 million
   -- Moody's-adjusted net revenue available for debt service:
      $4.0 million; $6.4 million
   -- Total debt outstanding: $13.1 million; $10.8 million
   -- Maximum annual debt service: $3.1 million; $3.1 million
   -- MADS Coverage with reported investment income: 1.2 times;
      2.1 times
   -- Moody's-adjusted MADS Coverage with normalized investment
      income: 1.8 times; 2.0 times
   -- Debt-to-cash flow: 4.1 times; 1.9 times
   -- Days cash on hand: 32.1 days; 26.9 days
   -- Cash-to-debt: 44.8%; 49.7%
   -- Operating margin: -0.4%; 3.0%
   -- Operating cash flow margin: 5.1%; 7.7%

Rated Debt:

Series 1997: $0.9 MM

Series 1994: $5.1 MM


FOAMEX INTERNATIONAL: Court Approves Paul Weiss as Lead Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Foamex
International Inc. and its debtor-affiliates permission to employ
Paul Weiss Rifkind Wharton & Garrison LLP to serve as their
general bankruptcy counsel, nunc pro tunc to Sept. 19, 2005.

As previously reported, Paul Weiss will:

   (a) advise the Debtors of their powers and duties in the
       continued management and operation of their business and
       properties;

   (b) attend meetings and negotiate with creditors and other
       interested parties and advise and consult on the conduct
       of the Debtors' cases, including all of the legal and
       administrative requirement of operating in Chapter 11;

   (c) take all necessary action to protect and preserve the
       Debtors' estates, including the prosecution of actions
       commenced under the Bankruptcy Code, and objections to
       claims filed against the estates;

   (d) prepare all the Debtors' motions, applications, answers,
       orders, reports and papers necessary to the administration
       of the estates;

   (e) negotiate and prepare the Debtors' Chapter 11 plans,
       disclosure statements and all related agreements and
       documents and take necessary action to obtain confirmation
       of the plans;

   (f) advise the Debtors with respect to any sale of assets and
       negotiate and prepare all related agreements;

   (g) appear in Court and any appellate courts, and protecting
       the interests of the Debtors' estates; and

   (h) perform all other legal services in connection with the
       Debtors' Chapter 11 cases.

The Debtors will pay Paul Weiss in accordance with its ordinary
and customary rates, and reimburse all costs and expenses the firm
incurred in connection with the Debtors' cases.  The firm's
current hourly rates are:

      Professional                     Hourly Rates
      ------------                     ------------
      Partners                          $585 - $785
      Counsel                           $545 - $575
      Associates                        $310 - $505
      Para-professionals                $155 - $205

The professionals at Paul Weiss who will have lead roles in the
Debtors' Chapter 11 cases and their hourly rates are:

      Attorneys                        Hourly Rates
      ---------                        ------------
      Alan W. Kornberg                     $830
      Brian S. Hermann                     $640
      Justin G. Brass                      $485
      Ross B. Rosenfelt                    $405

Paul Weiss received $300,000 from the Debtors for services to be
rendered up to and through the Petition Date.

Alan W. Kornberg, Esq., a partner at Paul Weiss, assured the
Court that the firm and its professionals:

   -- do not have any connection with any of the Debtors, their
      affiliates, their creditors or any other interested
      parties;

   -- are "disinterested persons" as defined in Section 101(14)
      of the Bankruptcy Code; and

   -- do not hold or represent any interest adverse to the
      Debtors or their estates.

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


FOAMEX INT'L: Committee Taps Synergetics as Business Consultant
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Foamex
International Inc. and its debtor-affiliates asks the U.S.
Bankruptcy Court for the District of Delaware's authority to
retain Synergetics Installations Worldwide, Inc., as its business
operations consultant.

Donald J. Detweiler, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells the Court that the Debtors and the Committee need
to evaluate the impact of the Debtors' recent and unexpected
improved financial results.

The Committee believes that an independent assessment of the
Debtors' operations is necessary and is in the interest of all
creditors.

As a business operations consultant, Synergetics will provide,
among others, these services:

   (a) Organizational and business review; identification of
       specific opportunities for improving operations, planning,
       inventory and operational efficiency; identification of
       financial benefits to be gained from implementation of
       opportunities;

   (b) Evaluation of manufacturing and distribution efficiency;
       identification of "bottlenecks" and opportunities for
       increased effectiveness;

   (c) Evaluation of management operating systems, including
       forecasting/planning, data management, logistics
       management, sales force, project management and financial
       management; and

   (d) Review of the Debtors' business plan and performance.

According to Mr. Detweiler, Synergetics' work will focus on
validating for the Committee the work of Alvarez & Marsal Business
Consulting LLC in assessing improvement opportunities and
qualifying savings across the Debtors' businesses, as well as
identifying additional opportunities.

Synergetics' services will be completed in five weeks.  It is
anticipated that between seven and nine Synergetics professionals
will participate in the engagement.

The Debtors will pay Synergetics:

   -- a $200,000 flat fee for work performed within the first
      five weeks; and

   -- $175 per hour, subject to a $100,000 cap, for additional
      work after the first five weeks.

James O'Neill, president and chief operating officer of
Synergetics, assures the Court that the firm does not hold or
represent an interest adverse to the Debtors' estates.  Thus,
Synergetics is a "disinterested person," as the term is defined in
Section 101(14) of the Bankruptcy Code.

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


GALLERY CAPITAL: Moodys Rates $150 Mil. Senior Notes at (P)Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a first time Corporate Family
Rating of (P)Caa1 to Rapsod Trade Ltd.  At the same time the
rating agency also assigned a (P)Caa1 rating to Gallery Capital
S.A.'s $150 million senior secured notes offering.

Rapsod Trade Ltd controls through various wholly owned holding
companies, the Gallery Group, the second largest outdoor
advertising network in Russia.  Gallery Capital S.A. is an orphan
special purpose vehicle which does not conduct any revenue
generating activity and was created in the context of the notes
offering.

These ratings were assigned:

   * Corporate family rating of (P) Caa1 to Rapsod Trade Ltd.

   * $150 million senior secured notes due 2013 at Gallery
     Capital S.A. rated (P) Caa1.

The outlook is stable for both ratings.

The Caa1 ratings incorporate the substantial execution risks
associated with the rapid roll-out of Gallery's ambitious
acquisition strategy to build the company from a relatively small
size as well as the company's considerable indebtedness
prospectively anticipated as a result of this strategy paired with
a considerable level of operating leverage.  The ratings also
reflect the risk from:

   i) the limited scale and scope of Gallery's current
      operations.

  ii) uncertainties over the possible impact on operating
      performance as a result of regulatory changes in connection
      with the ban on tobacco and alcohol advertising.

iii) the complexity of Gallery's legal structure.

  iv) a degree of cyclicality and seasonality in the company's
      advertising revenue base; v) potential competition from
      larger and better capitalized operators such as News
      Outdoor, Clear Channel and JCDecaux.

  vi) the company's exposure to the economic, regulatory,
      political, inflationary and currency exchange risks
      associated with operating in Russia (rated Baa2-Stable).

More positively, the Caa1 ratings recognize Gallery's strong
position in the Russian outdoor advertising market and its
established relationships with municipalities.  The ratings also
acknowledge:

   i) the Russian outdoor advertising market's expected growth
      rate.

  ii) management's track record in building a profitable and
      cash-flow positive business in Russia.

iii) Gallery's established and diversified customer base.

  iv) the competitive advantages from the company's attractive
      advertising sites.

   v) the support from institutional shareholders, such as the
      EBRD.

The stable outlook indicated for Gallery's ratings reflects the
relatively comfortable positioning of the company within the Caa1
rating category which is supported by the initial pro forma
liquidity position post refinancing.

Gallery intends to use proceeds to repay outstanding debt and to
finance capex and acquisitions in the very fragmented Russian
outdoor advertising market.  The company expects to execute its
expansion plan over the next 9 to 12 months.  Moody's notes that
funds can be used for acquisitions yet to be made in the outdoor
market.

Pro-forma for the refinancing, leverage will be 2.9x on a net debt
adjusted for operating leases to 2005 EBITDAR basis. However, the
contemplated financing will bring significant gross debt on
balance sheet.

As the company spends on balance sheet cash on acquisitions net
debt leverage is expected to increase rapidly and the difference
between net and gross leverage will decrease correspondingly.

Moody's also added that evidence of a successful track record in
integrating acquisitions coupled with evidence that the company
will be generating meaningful positive free cash flow on a
sustainable basis would lead to a ratings upgrade.

Proceeds from the notes will be on-lent by way of proceeds loans
to Outdoor One LLC and Gallery Service LLC which accounted for
approximately 97 percent of the company's 2005 EBITDA on a pro-
forma basis taking into account the acquisitions made.

The Caa1 rating on the notes, at the same level as the Corporate
Family rating, acknowledges that the Notes are secured by a first-
priority pledge over the shares of other various holding as well
as over the Proceeds Loans and while also benefiting from senior
guarantees from those entities.  The Notes are effectively
subordinated to all obligations of the company's non-guarantor
subsidiaries.

Moody's understands that these obligations are currently de
minimis and the notching does not factor in a material increase in
these obligations.  Incurrence of additional pari passu
indebtedness is bounded by a consolidated coverage ratio of 2.25x.

The rating assumes that this leeway will not be utilized in the
near-term.  The Notes indentures also carves out the ability to
secure up to $25 million in additional borrowings.  The use of
this flexibility for any other use than short term working capital
needs could cause Moody's to consider notching from the current
Corporate Family Rating in the future.

Given the seasonality embedded in outdoor advertising and the
consequent significant seasonal working capital swings experienced
by the company, Moody's expects Gallery to arrange bank financing
in order to support its liquidity needs in the medium-term.

Headquartered in Moscow, Russia, Gallery Group currently operates
the second largest outdoor advertising network in Russia which
encompasses approximately 230 cities.

During fiscal year 2005, Gallery Group reported revenues of
$33.4 million and EBITDA of $8.4 million.  On pro-forma basis,
including acquisitions the company has concluded during 2005 as
they if had been completed on 1st January 2005, Gallery would have
reported revenues of $47.6 million and EBITDA of
$16.3 million.


GOODING'S SUPERMARKETS: Lessor Wants Lease Decision Period Moved
----------------------------------------------------------------
Water Tower Retail LLC asks the U.S. Bankruptcy Court for the
Middle District of Florida to allow Gooding's Supermarkets, Inc.,
until July 28, 2006, to decide on an amended and restated ground
lease with Water Tower.

Water Tower leased to the Debtor a portion of its real property in
Osceola County, Florida, commonly known as the "Water Tower Place
at Celebration" under an Amended and Restated Ground Lease dated
June 12, 2002, where the Debtor built one of its grocery stores.

In March 2006, the Debtor entered into a settlement agreement with
First National Bank of Central Florida to make adequate protection
payments on a loan secured in part by the Debtor's store located
in Water Tower's property.  The Debtor acknowledged the Settlement
Agreement as a move to preclude FNB from foreclosing on its Ground
Lease with Water Tower.

Water Tower agrees to extend the Debtor's decision period on the
Ground Lease provided the Debtor cures its unpaid postpetition
rents and pay all future rents when due.

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).
R. Scott Shuker, Esq., at Gronek & Latham LLP represents the
Debtor.  W. Glenn Jensen, Esq., at Akerman Senterfitt represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of $1
million to $10 million and debts of $10 million to $50 million.


GOODYEAR TIRE: Net Income Up by 9% to $74 Million in First Quarter
------------------------------------------------------------------
The Goodyear Tire & Rubber Company reported record first quarter
sales of $4.9 billion, reflecting a 2% increase compared to the
2005 period.

Sales increased due to higher pricing and a more-favorable
product mix, largely in the company's North American Tire
business.  The impact of currency translation reduced sales by
approximately $74 million.  The year-ago quarter included
approximately $79 million in sales from businesses divested
during 2005.

Goodyear reported net income of $74 million, a 9% increase
compared to $68 million in the first quarter of 2005.

"Sales increases were driven by strong revenue per tire growth of
7% as we focus our efforts on the high performance, profitable
segments of the tire market," said Robert J. Keegan, chairman and
chief executive officer.  "The execution of our key strategies is
delivering solid results despite a more difficult environment and
a tough year-ago comparison," he added.

The 2006 quarter benefited from after-tax items including
favorable settlements with certain raw material suppliers
of $32 million, a pension plan change in Latin America of
$13 million, and income of $10 million from a Latin American
legal settlement.  Negatively impacting the quarter was an
after-tax charge of $30 million for restructuring.

In addition, Goodyear recognized total after-tax expenses of
$6 million for stock options and grants of other stock based
incentive awards during the first quarter.  The prior-year quarter
included net income of $9 million from businesses divested during
2005.

                        Business Segments

Total segment operating income was $311 million, a 7% increase
compared to $292 million in the 2005 period.  Segment operating
income benefited from higher selling prices and improved product
mix of $166 million, as well as favorable settlements with certain
suppliers and a pension plan change in Latin America.  Higher raw
material costs of approximately $185 million had a negative impact
on the quarter.  Three of Goodyear's business units achieved
record first quarter sales.

North American Tire sales were a first quarter record and 5%
higher than 2005, driven primarily by favorable pricing and
product mix and growth in other tire related businesses.  These
factors offset softer volume, especially in the private label
replacement market.

Segment operating income was positive for the eighth consecutive
quarter.  Pricing and product mix of $84 million and strong
results from other tire-related businesses, along with favorable
supplier settlements of $21 million, offset rising raw material
costs, which were $74 million higher than the 2005 quarter.

The 2005 results included approximately $79 million in sales and
$11 million in segment operating income from the businesses sold
during the year.

Sales declined 5% in the European Union Tire business compared to
the first quarter of 2005, which was the strongest first quarter
in the unit's history.  Price and product mix improvements were
not enough to offset unfavorable currency translation of
approximately $98 million and lower volume in the consumer
replacement market.

European Union Tire segment operating income declined as
continued pricing and product mix improvements of $33 million
did not fully offset higher raw material costs of approximately
$42 million.  The business received $6 million from favorable
supplier settlements, but was also negatively affected by factors
including higher manufacturing costs, lower volume and
approximately $5 million of currency translation.

Eastern Europe, Middle East and Africa Tire's sales decreased
slightly from 2005.  Price and mix improved due to continued
growth in high performance tires and premium brands, but this was
countered by lower volume, primarily in replacement markets, and
unfavorable currency translation of approximately $6 million.

Segment operating income was down 9$ in the quarter as higher raw
material costs of approximately $13 million exceeded pricing and
mix improvements of $8 million.

Latin American Tire's sales were a first quarter record and
increased 14% over 2005 as a result of higher original equipment
volume and the favorable effect of currency translation of about
$32 million.

Segment operating income increased 17% compared to the year-ago
period due to positive currency translation of approximately
$23 million, a gain from a pension plan change of $17 million and
higher volume.  Raw material costs increased by about $28 million
compared to the 2005 quarter.

Asia Pacific Tire sales were a first quarter record, and 4% higher
than the 2005 period due to improved pricing, product mix and
volume, which offset unfavorable currency translation of
approximately $12 million.

Segment operating income was a first quarter record, increasing
16% compared to 2005.  Pricing and product mix improvements of
$24 million offset approximately $17 million in higher raw
material costs, as well as higher manufacturing costs.  The
business received $2 million from favorable settlements with
certain suppliers.

Engineered Products' sales in 2006's first quarter decreased
mainly as a result of expected volume reductions in the military
channel, which offset higher sales in the industrial and
replacement channels.  Favorable price and product mix, as well as
currency translation of approximately $4 million, had a positive
impact on sales.

Segment operating income increased 38 percent compared to the
2005 period with price and product mix improvements of $11 million
and $2 million in other income, including a pension plan change
in Latin America.  The business received $6 million from
settlements with certain suppliers.  Raw material costs increased
about $11 million compared to the year-ago period.

Headquartered in Akron, Ohio, The Goodyear Tire & Rubber Company
(NYSE: GT) -- http://www.goodyear.com/-- is the world's largest
tire company.  The company manufactures tires, engineered rubber
products and chemicals in more than 90 facilities in 28 countries.
It has marketing operations in almost every country around the
world.  Goodyear employs more than 80,000 people worldwide.

                         *     *     *

Goodyear's 9% Senior Notes due 2015 carry Moody's Investor
Service's B3 rating, Standard & Poor's B- rating, and Fitch
Ratings' CCC+ rating.


HANGER ORTHOPEDIC: S&P Rates Proposed $190 Million Notes at CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' senior secured
bank loan rating to Hanger Orthopedic Group Inc.'s (B/Negative/--)
proposed $75 million revolving credit facility due in 2011 and
$230 million term loan B due in 2013.  A recovery rating of '2'
also was assigned to the secured loan, indicating the expectation
for substantial (80%-100%) recovery of principal in the event of a
payment default.

At the same time, Standard & Poor's assigned its 'CCC+' senior
unsecured debt rating to the company's proposed $190 million of
senior unsecured notes due in 2014.  The rating agency also
affirmed its 'B' corporate credit rating.  The rating outlook
remains negative.

Hanger plans to use the proceeds from the term loan, unsecured
notes, and $50 million of additional equity to refinance
approximately $444 million of existing debt and preferred stock,
and pay $23 million in related premiums and fees.  While the total
amount of debt will increase to $429 million from $390 million,
the company will extend its debt maturities and lower its overall
interest expense.

Hanger will also retire about $64 million of 10% preferred stock.
The company's new $50 million of equity is in the form of 3.33%
perpetual preferred stock that will pay a cash dividend or be paid
in kind at Hanger's discretion.  The new preferred stock was
treated as mostly equity-like by Standard & Poor's given that it
is perpetual and carries a low interest rate that is optional for
cash pay.

The outlook is negative.  Hanger remains highly leveraged and its
liquidity is still relatively weak; thus the company has little
financial cushion for operating shortfalls.  A reduction in
reimbursement rates or excessive cost inflation could lead to a
downgrade in the near to medium term.  A meaningful improvement in
the company's financial profile or its core operating margins, or
significant revenue gains from the company's Linkia program could
result in an outlook revision to stable within the next couple
of years.


HAWKEYE RENEWABLES: S&P Puts $185 Million Loan's B Rating on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' rating on
Hawkeye Renewables LLC's $185 million senior secured term loan due
2012 on CreditWatch with positive implications.

Hawkeye Renewables is the project financing for two dry-mill
ethanol plants in Iowa.

"The rating action follows Hawkeye's strong first full year of
operations, its nearing completion of construction of the new 100
million gallon per year Faribank, Iowa facility on budget and on
schedule, and expected deleveraging due to the debt structure,"
said Standard & Poor's credit analyst Elif Acar.

With over 70% of ethanol production contracted in 2006, as well as
over 80% of corn purchases contracted for the same period,
Hawkeye's debt structure allows for significant deleveraging by
the end of 2006.

Standard & Poor's is in the process of reevaluating the ethanol
forecast.  Standard & Poor's expects to resolve the CreditWatch
positive upon the completion of the construction of the new
facility, the availability, if any, of excess cash from
construction period, and expected cash flow from contracted
margins in the future.


HEXION SPECIALTY: Receives Required Consents for Senior Notes
-------------------------------------------------------------
Hexion Specialty Chemicals, Inc., had received tenders and
consents from holders of:

     (i) 88.7%, of the outstanding principal amount of 13-1/2%
         Senior Subordinated Notes due 2010;

    (ii) 99.9%, of the outstanding principal amount of 9-1/2%
         Senior Second Secured Notes due 2010; and

   (iii) 100%, of the outstanding principal amount of 8% Senior
         Secured Notes due 2009.

These are in connection with the cash tender offers and consent
solicitations for such Notes, issued by Hexion and HSC Capital
Corporation.

Hexion also will pay the consent payment to all holders of Notes
who validly tender their Notes prior to midnight, New York City
time, on the evening of May 17, 2006, which is the currently
scheduled Expiration Date.

As a result of the receipt of the requisite consents Hexion
intends to enter into supplemental indentures effecting the
proposed amendments, substantially as described in the Offer to
Purchase and Consent Solicitation Statement dated April 20, 2006
and the related Consent and Letter of Transmittal, with each
trustee under each respective indenture.  The proposed amendments,
which will eliminate most of the restrictive covenants and certain
events of default contained in the indentures, will become
effective when Hexion accepts for purchase the Notes validly
tendered pursuant to the terms of the Offer Documents.

In addition, Hexion intends to terminate the security interests
securing obligations under the 9-1/2% Notes and the 8% Notes.

In accordance with the terms of the Offer Documents, tendered
Notes may no longer be withdrawn and delivered consents may no
longer be revoked, unless the tender offers and the consent
solicitations are terminated without any Notes being purchased or
the Company is required by law to permit withdrawal or revocation.

Holders who have not yet tendered their Notes may tender until
midnight, New York City time, on the evening of May 17, 2006,
unless extended or earlier terminated by Hexion.  The purchase
price for any such tendered Notes is described in the Offer
Documents.

Hexion's Tender Offers are subject to the conditions set forth in
the Offer Documents including, among other things, Hexion
obtaining the financing necessary to pay for the Notes and
consents in accordance with the terms of the tender offers and
consent solicitations.

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

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

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

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

                     About Hexion Specialty

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

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
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.


HIGHWOODS PROPERTIES: Obtains New $350 Million Credit Facility
--------------------------------------------------------------
Highwoods Properties, Inc., obtained a new, $350 million, three-
year unsecured revolving credit facility from Bank of America,
N.A.  The new facility replaces the Company's previous $250
million unsecured revolving credit facility that was scheduled to
expire in July 2006.

The Company used proceeds from this new facility, together with
available cash, to pay off the remaining outstanding balance of
$178 million under the previous revolving credit facility and a
$100 million bank term loan also expiring in July 2006.  In
connection with these payoffs, the Company expects to write off
approximately $500,000 in unamortized deferred financing costs in
the second quarter of 2006 as a loss on debt extinguishment.

"We are pleased to have obtained a new credit facility which
offers a lower spread to LIBOR, increased financial flexibility
and sufficient borrowing capacity to execute our business plan,"
Ed Fritsch, President and CEO of Highwoods Properties, said.
"Bank of America has shown their confidence in our business and
the transaction confirms Highwoods' ongoing ability to access the
capital markets.  We will use a portion of this revolving credit
facility, along with other existing available loans and proceeds
from our on-going disposition program to fund our growing
development pipeline."

The new revolving credit facility is initially scheduled to mature
on May 1, 2009.  Assuming no default exists, the Company has the
option to extend the maturity date by one additional year and, at
any time prior to May 1, 2008, may request increases in the
borrowing availability under the credit facility by up to an
additional $100 million.  The interest rate has been reduced from
LIBOR plus 105 basis points to LIBOR plus 80 basis points and the
annual base facility fee has been reduced from 25 basis points to
20 basis points.

The Company and Bank of America plan to syndicate the credit
facility later this year.  There is currently $271 million
outstanding under the new revolving credit facility.

                   About Highwoods Properties

Based in Raleigh, North Carolina, Highwoods Properties, Inc.
(NYSE: HIW) -- http://www.highwoods.com/-- a member of the S&P
MidCap 400 Index, is a fully integrated, self-administered real
estate investment trust that provides leasing, management,
development, construction and other customer-related services for
its properties and for third parties.  As of March 31, 2005, the
company owned or had an interest in 504 in-service office,
industrial and retail properties encompassing approximately 39.5
million square feet.  Highwoods also owns 1,115 acres of
development land.  Highwoods' properties and development land are
located in Florida, Georgia, Iowa, Kansas, Maryland, Missouri,
North Carolina, South Carolina, Tennessee and Virginia.

                            *   *   *

Highwoods Properties, Inc.'s 7.5% Senior Notes due 2018 carry
Moody's Investors Service's Ba1 rating.


HILITE INT'L: S&P Lowers Corporate Credit Rating to B- from BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Hilite
International Inc., including its corporate credit rating to 'B-'
from 'BB-', and removed them from CreditWatch, where they were
placed with negative implications on Dec. 20, 2005.

Subsequent to the ratings actions, Standard & Poor's withdrew its
corporate credit and debt ratings on Hilite at the company's
request.

The ratings actions on Cleveland, Ohio-based Hilite reflected:

   * the company's weak financial performance in 2005;
   * aggressive credit protection measures expected for 2006; and
   * tight liquidity.

Financial results for 2005 were depressed because of:

   * reduced original equipment manufacturer production volumes;
   * price concessions;
   * unfavorable product mix; and
   * high raw material costs.

In the near term, the company will be challenged by these same
difficulties that are continuing in 2006.


HOUGHTON MIFFLIN: Moody's Junks Rating on Proposed $300MM Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to Houghton
Mifflin LLC and co-issuer, Houghton Mifflin Finance, Inc.'s
proposed $300 million senior notes.  All other ratings of Houghton
Mifflin have been affirmed. Details of the rating action:

Ratings assigned:

   * Houghton Mifflin LLC and Houghton Mifflin Finance, Inc.'s
     Proposed $300 million floating rate senior PIK notes, due
     2011 -- Caa2

Ratings affirmed:

Houghton Mifflin Company's

   * $250 million senior secured revolving credit facility,
     due 2008 -- B1

   * $141 million 7.2% senior secured notes, due 2011 -- B1

   * $600 million 8.25% senior unsecured notes, due 2011 -- B3

   * $398 million 9.875% senior subordinated notes,
     due 2013 -- Caa1

HM Publishing Corporation's

   * $194 million 11.5% senior discount notes, due 2013 -Caa2

   * Corporate Family rating - B2

Rating upgraded:

   * Liquidity rating - SGL - 2 from SGL - 3

The rating outlook is stable.

The ratings affirmation reflects recent improvements in Houghton
Mifflin's revenues and EBITDA, partially offset by a decline in
free cash flow generation in fiscal 2005 and the prospective
worsening of leverage to approximately 9.6 times pro forma for the
proposed debt issuance from 7.9 times at the end of December 2005.
Moody's definition of EBITDA includes pre-publication expenses
that are capitalized by the company.

Proceeds from the proposed debt issuance will be used to provide a
special dividend to Houghton Mifflin's shareholders, including
funds associated with Bain Capital LLC, Thomas H. Lee Partners,
LP, and the Blackstone Group LP.

Moody's considers that this financing could presage further action
on the part of Houghton Mifflin's shareholders to monetize their
investment in Houghton Mifflin.  While the interest rate step-up
feature of the proposed notes provides an incentive for Houghton
Mifflin to redeem the notes prior to maturity, such redemption
would provide no relief to Houghton Mifflin's high cash interest
expense, and would therefore likely result in no direct ratings
lift.

The ratings are supported by the dependable pattern of educational
text spending and the company's ability to maintain strong market
share against better capitalized competitors.

Moody's recognizes the company's valuable brand name, its long-
standing customer relationships and the scale of its operations
which facilitate its strong presence in the basal textbook market.
Houghton Mifflin's competition in the basal textbook market is
effectively limited to a small number of competitors, including
Harcourt, McGraw Hill, and Pearson.

The stable rating outlook incorporates the recent improvement in
state spending for basal texts, the long-term sustainability of
the educational publishing business, and the fundamental value of
Houghton Mifflin's properties.

Debt-to-EBITDA based on Moody's standard analytic adjustments will
increase to 9.5 times pro forma for the new debt issuance from 8.0
times at the end of fiscal 2005.  Moody's expects a steady
decrease in leverage through fiscal 2006.

The proposed notes are rated three notches below the Corporate
Family rating, reflecting the effective subordination of
noteholders' interests behind approximately $1.6 billion of
higher-ranked debt facilities at Houghton Mifflin Co. and HM
Publishing Corp.

The Caa2 rating incorporates Moody's view that bondholders'
interests would be compromised in a distress scenario.  The
proposed notes are rated at parity with the rating of the existing
HM Publishing Corp.'s senior discount notes, reflecting Moody's
view that the recovery prospects between the two debt issues is
not meaningfully different, despite the structural subordination
to the senior discount holders.

The co-issuers for the proposed PIK notes will be Houghton Mifflin
LLC and Houghton Mifflin Finance, Inc. Houghton Mifflin LLC is a
newly created super-holding company.  Houghton Mifflin Finance,
Inc., is a single purpose company, whose sole purpose is to co-
issue the notes.

At the end of December 2005, the company recorded liquidity of
$452 million comprising $227 million in cash and $225 million of
availability under its $250 million revolving credit facility.

The upgrade in Houghton Mifflin's liquidity rating to SGL-2
reflects Moody's view of the company's good liquidity, which
should be sufficient to meet all of its obligations through the
end of 2006, with a seasonal reliance on its revolving credit
facility to fund working capital needs, with a complete clean-up
by year end.

Moody's projects a modest improvement in free cash flow generation
over the next twelve months ending March 2007, stemming from
higher EBITDA generation.  Houghton Mifflin operates a number of
separate publishing groups and titles, any one of which could be
sold to provide for some "back- door" liquidity.

However, Moody's believes that these assets, with the possible
exception of the trade and reference publishing division,
represent core assets, the sale of which would detract from the
company's overall value.

Headquartered in Boston, Massachusetts, Houghton Mifflin LLC, a
leading provider of integrated advertising products and marketing
services, recorded 2005 revenues of $1.3 billion.


IMAGE INNOVATIONS: Fails to Announce Default Under H.E. Loan Pact
-----------------------------------------------------------------
H.E. Capital S.A., a creditor of Image Innovations Holdings Inc.
(OTCBB:IMGVE.OB), disclosed that they have previously demanded
repayment of the secured loans made to Image Innovations and that
the Company has defaulted under its obligations to repay the
balance.  Further, the Company has failed to cooperate with H.E.
Capital's requests to produce required information regarding the
status of the Company and the collateral that was pledged to
secure the loans.

HE Capital notes that the Company has failed to make any of the
required disclosure filings with the Securities and Exchange
Commission regarding its default under the relevant agreements.
Accordingly, HE Capital has elected to notify interested parties
of the Company's failure to make the required filing disclosing
its default.

                 H.E. Capital's Financing

On Image Innovations' Form 10-QSB filed with the U.S. Securities
and Exchange Commission on Nov. 14, 2005, it acknowledged relying
on loans granted by H.E. Capital to keep its business operating.

On Jan. 14, 2003, Image Innovations and H.E. Capital entered into
an agreement which provided for loans totaling US$5 million.
Under the terms of the agreement, the loans accrued interest at 9%
per annum and are repayable upon demand.  The loans were secured
by a general security agreement on all of the company's assets.
The security interest is subordinated to the Coach Capital loan.

As of Sept. 20, 2005, the Company's balance sheet showed a
US$2,053,714 indebtedness to H.E. Capital.

                      The Coach Loan

On April 27, 2004, Image Innovations issued a promissory note for
US$800,000 to Coach Capital LLC.  The note bears a monthly
interest rate of 18%.  At Sept. 30, 2005, the company defaulted on
the US$700,000 balance under the promissory note.  The note is
secured by a first lien on all of the Company's assets.

                     About H.E. Capital

Headquartered in Sosua, Dominican Republic, H.E. Capital S.A. is
an innovative financial services firm built on the diverse
expertise of our professionals.  The company offers global
clientele specialized Financial, Stockbroking and Asset Management
services, structuring their affairs to maximize security and
privacy.  The growing loss of privacy to governments and others,
demands that investments be safe, properly managed and protected.

                About the Image Innovations

Headquartered in New York, Image Innovations Holdings Inc. --
http://www.imageiisportsent.com/-- originates, markets and sells
sports-, entertainment- and cause-related artwork and collectibles
to high-end consumer audiences through diverse channels, including
land- and sea-based auctions, art galleries, sports art resellers,
direct internet sales, home shopping television networks and other
outlets.  Through its operating subsidiary, Image Innovations
Sports and Entertainment, Inc., it contracts with major sports and
entertainment celebrities and leading artists to create limited
edition portraits and prints, and it markets these, and other
inscribed and authenticated collectibles, to consumers at home and
abroad.  At Sept. 30, 2005, the Company had $ 6,438,224 in total
assets and 4,281,191 in total liabilities.


INNOVATIVE GROUP: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Innovative Group Global, Inc.
        aka Richardson Sales and Consulting
        aka Richardson Development Company
        aka Refabco Screw Products
        aka Beaver Industries
        37900 Mound Road
        Sterling Heights, Michigan 48310
        Tel: (586) 939-9030
        Fax: (586) 939-8043

Bankruptcy Case No.: 06-45662

Type of Business: The Debtor manufactures screw machine products,
                  pipes and fittings, metal cutting machine tools
                  and other precision-turned metal products.

Chapter 11 Petition Date: May 5, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Richard A. Roble, Esq.
                  Sullivan, Ward, Asher & Patton, P.C.
                  25800 Northwestern Highway, Suite 1000
                  Southfield, Michigan 48075-1000
                  Tel: (248) 746-2799
                  Fax: (248) 746-2760

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Claim Amount
   ------                          ------------
Rochester Tube                         $164,846
51366 Fischer Park Drive
Shelby Township, MI 48316

DTE Energy                             $101,335
P.O. Box 2859
Detroit, MI 48260

Capri Tube                              $48,613
24075 Gibson Drive
Warren, MI 48089

TI Automotive                           $43,164

Allegiance Staffing                     $38,668

Fed Ex                                  $34,682

Howard Finishing                        $28,820

Lucerne International                   $27,650

Blue Care Network                       $27,497

Shanghai Richhood International         $27,000

Plymouth Brazing Company                $26,006

Tube Co. Inc.                           $25,775

Compliance Managers                     $22,895

Metal Matics, Inc.                      $22,502

Apeco                                   $22,460

Fort Howard Steel                       $21,651

Indiana Tube                            $19,782

CTX                                     $19,006

Blue Cross Blue Shield of Michigan      $18,809

BP                                      $18,782


INTEGRATED DISABILITY: Wants to Walk Away from Bloomfield Leases
----------------------------------------------------------------
Integrated DisAbility Resources, Inc., asks the U.S. Bankruptcy
Court for the Northern District of Texas for permission to reject
unexpired nonresidential real property leases located in
Bloomfield, Connecticut.

At the time of its bankruptcy filing, the Debtor had operations in
Bloomfield, Connecticut and Portland, Maine.  The Debtor has sold
the Portland operations to Reliance Standard Life Insurance
Company.

The Debtor say that the Bloomfield leases no longer provide any
benefit and are burdensome to its estate.  The Debtor adds that
the leases are unnecessary and must be rejected to avoid
administrative operating expenses and postpetition obligations
under the leases.

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


INTERNATIONAL PAPER: Incurs $1.2 Billion Net Loss in First Quarter
------------------------------------------------------------------
International Paper Co. reported a preliminary first-quarter 2006
net loss of $1.2 billion compared with a net loss of $77 million
in the fourth quarter of 2005 and net earnings of $77 million in
the 2005 first quarter.

Earnings from continuing operations and before special items
in the first quarter of 2006 were $91 million, compared with
$43 million in the fourth quarter of 2005 and $165 million in the
first quarter of 2005.

First-quarter 2006 net sales of $5.7 billion were level with
fourth quarter 2005. Sales in the first quarter of 2005 were
$5.6 billion.

Operating profits of $456 million for the 2006 first quarter were
higher than fourth-quarter 2005 operating profits of $371 million,
because of higher price realizations, stronger volumes, lower
manufacturing costs, sales mix improvements, and a drop in some
raw material costs, primarily energy and wood.

"Higher price realizations, particularly in containerboard, boxes
and uncoated papers, and strong mill performance and cost control
are the biggest drivers of our earnings improvement from last
quarter," said IP Chairman and Chief Executive Officer John
Faraci.  "We also experienced far less market downtime in the
quarter than in last quarter.  Energy and raw material costs
declined some, but are still about $0.13 per share higher than at
this time last year."

"I'm also pleased with the progress of IP's transformation
strategy.  We recently announced sale agreements for 5.7 million
acres of U.S. forestland for approximately $6.6 billion, the
second significant step in the plan.  We now estimate that
total after-tax proceeds from the transformation could exceed
$11 billion.  We are maintaining our focus on improving our key
platform operations, and our strategic alternatives reviews are
also on track," he said.

Commenting on the second quarter of 2006, Mr. Faraci said, "We
expect the second quarter to be somewhat seasonally stronger than
the first quarter, with average prices improving.  We also
anticipate continued progress in operations, as we move forward
with our transformation strategy.  Input costs remain high,
especially for oil and transportation."

                     Discontinued Operations

During the 2006 first quarter, in connection with the evaluation
of strategic options for certain businesses under the company's
previously announced transformation plan, management determined
that the future sales of the Coated and Supercalendered Papers
and Kraft Papers businesses were in the best interests of
the company's shareowners.  Accordingly, a pre-tax charge of
$1.4 billion ($1.3 billion after taxes) was recorded to reduce the
carrying value of the net assets of these businesses, including
goodwill, to their estimated fair values based on estimated sales
values less costs to sell.  As a result, this 2006 first quarter
charge and the operating results of these businesses for all
periods are presented as discontinued operations.

                       Segment Information

First-quarter operating profits for Printing Papers were
$120 million compared with fourth-quarter operating profits of
$60 million, bolstered by higher average price realizations for
uncoated papers and pulp, as well as volume increases in U.S. and
European uncoated papers.

Industrial Packaging operating profits for the first quarter were
$38 million compared with fourth-quarter operating profits of
$5 million.  Decreases in containberboard volumes were more than
offset by much higher average price realizations in both
containerboard and U.S. container businesses.

Consumer Packaging operating profits were $35 million in the first
quarter, up from $29 million in the fourth quarter, influenced by
increased volume and higher price realizations in coated
paperboard.

The company's distribution business, xpedx, reported operating
profits of $27 million for the first quarter compared with
operating profits in the fourth quarter of $25 million, due to
higher margins.

First-quarter Forest Products operating profits declined to
$226 million from fourth-quarter earnings of $257 million
principally as a result of lower forestland sales.  Earnings from
forestland and real estate sales were $151 million in first
quarter 2006 versus $182 million in the prior quarter.

Net corporate expenses totaled $174 million for the quarter, up
from $165 million in the 2005 fourth quarter because of higher
pension expense in 2006, partially offset by lower inventory-
related costs.

                       Effective Tax Rate

The effective tax rate from continuing operations and before
special items for the first quarter of 2006 was 30%, compared with
a tax rate of 14% in the 2005 fourth quarter and 19 percent in
the first quarter of 2005.  The 2006 first-quarter rate included
$5 million of credits related to state tax audit settlements and
non-U.S. tax credits.

                    Effects of Special Items

Special items in the first quarter of 2006 consisted of a pre-tax
charge of $46 million ($28 million after taxes) for restructuring
and other charges, including a pre-tax charge of $18 million
($11 million after taxes) charge for adjustments to legal
reserves; a pre-tax credit of $19 million ($12 million after
taxes) for insurance recoveries related to the hardboard siding
and roofing litigation; a $3 million pre-tax charge ($2 million
after taxes) to adjust losses of businesses held for sale; and a
charge of $6 million related to tax adjustments.

Special items in the fourth quarter included a pretax charge of
$230 million ($141 million after taxes) for restructuring charges
and other charges, a pretax charge of $46 million ($30 million
after taxes) for adjustments of estimated losses on businesses
sold or held for sale, a $35 million pretax credit ($21 million
after taxes) for insurance recoveries related to the hardboard
siding and roofing litigation, and a $1 million credit for
changes to previously provided reserves.  In addition, an
$11 million net income tax benefit was recorded in the quarter,
reflecting a $74 million favorable adjustment from the
finalization of the company's 1997 through 2000 U.S. federal
income tax audit, a $43 million provision for deferred taxes
related to earnings being repatriated under the American Jobs
Creation Act of 2004, and $20 million of other tax charges.  The
net after-tax effect of all of these special items was a charge of
$0.28 per share.

Special items in the first quarter of 2005 included a charge of
$79 million ($52 million after taxes) for estimated losses on
businesses held for sale, reflecting charges to reduce the net
assets of the Industrial Papers and Fine Papers businesses to
their estimated realizable value, and a $24 million charge
($15 million after taxes) for losses on early extinguishment of
high-cost debt.

                    About International Paper

International Paper Inc. (NYSE: IP) --
http://www.internationalpaper.com/-- is the world's largest paper
and forest products company.  Businesses include paper, packaging,
and forest products.  As one of the largest private forest
landowners in the world, the company manages its forests under the
principles of the Sustainable Forestry Initiative (R) (SFI)
program, a system that ensures the continual planting, growing and
harvesting of trees while protecting wildlife, plants, soil, air
and water quality.

                         *     *     *

Moody's Investors Service assigned a Ba1 Preferred Shelf rating on
International Paper in July 2005.


JOBSON MEDICAL: S&P Rates Proposed $147 Mil. Credit Facility at B-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Jobson Medical Information LLC.

At the same time, Standard & Poor's assigned a 'B-' rating and a
recovery rating of '3' to Jobson's proposed $147 million senior
secured bank credit facility, indicating expectations of a
meaningful (50%-80%) recovery of principal in a payment default
scenario.  The outlook is negative.

A portion of the proceeds from the facility will be used to:

   * refinance Jobson's existing first-lien facilities;

   * partially refinance the company's holding company and second-
     lien facilities; and

   * retire debt of a continuing medical education (CME) company,
     Medical Education Consultants LLC, which Jobson will be
     acquiring as part of this transaction.

The company is rated on a consolidated basis with its parent
company, Jobson Medical Information Holdings LLC.  At closing, the
New York-based health care information publishing and CME company
will have $140.3 million in debt, including capital and operating
leases.

"The ratings reflect Jobson's high debt leverage, its small
earnings and cash flow base, and its potential for tightening
liquidity," said Standard & Poor's credit analyst Tulip Lim.

The ratings also reflect:

   * Jobson's earnings sensitivity to the timing of drug launches
     and grants provided by pharmaceutical companies;

   * the highly fragmented structure of health care information
     industry; and

   * the company's exposure to potential regulatory or competitive
     changes in the pharmaceutical company-funded CME industry.

Negative rating factors are only partially mitigated by:

   * Jobson's business diversity beyond CME;

   * its growing target marketing business;

   * its steady subscription-based eyeglass database business; and

   * the potential need for medical information as a result of
     confusion created by Medicare Part D.

Jobson's products include:

   * trade journal publishing,

   * direct marketing services,

   * database resources,

   * CME, and

   * electronic information directed toward health care providers
     and patients.


KMART CORP: Ct. Signs Agreed Orders Lifting Stay for 16 Claimants
-----------------------------------------------------------------
The Hon. Susan Pierson Sonderby of the U.S. Bankruptcy Court for
the Northern District of Illinois signs separate agreed orders
between Kmart Corporation and six personal injury claimants,
lifting the automatic stay and injunction provision under Kmart's
Plan of Reorganization to permit the litigation initiated by the
claimants to proceed and continue to a final judgment or
settlement:

    Claimant             Date of Injury        Location
    --------             ---------------     ------------------
    Barbara Wisor        April 27, 2002      Kmart Store # 3673
                                             3205 A South Cobb
                                             Drive, Smyrna,
                                             Georgia 30080

    Cheryl Girometta     November 30, 2002   Kmart Store # 3721
                                             5845 Eastex Freeway,
                                             Beaumont, Texas 77706

    John and             February 14, 2002   Kmart Store # 4415
    Debbie Schaser                           1300 International
                                             Speedway Boulevard
                                             W. Daytona Beach,
                                             Florida 32114

    Mary Knight          June 23, 2002       Kmart Store # 3944
                                             550 Molly Lane,
                                             Woodstock,
                                             Georgia 30189

    Pamela Henry         December 6, 2002    Kmart Store # 7749
                                             250 West 34th Street,
                                             1 Penn Plaza J,
                                             New Jersey, New York

    Robin White          September 5, 1998   Ukiah, California

Judge Sonderby also signs 10 agreed orders between Kmart and these
PI claimants under the same terms:

    * Donna McDonald,
    * Darryl Littlefield,
    * Eugene and Romie Glover,
    * Helen Edgerton,
    * Laverne Manella,
    * Lester Jackson,
    * Lydia Tamburini,
    * Miguel Mundo,
    * Blair and Heidi Pansano, and
    * Rosalinda Ringkivst

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)


KULLMAN INDUSTRIES: Has Until May 31 to File Chapter 11 Plan
------------------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey required Kullman Industries, Inc., to file
a chapter 11 plan and disclosure statement by May 31, 2006.

As reported in the Troubled Company Reporter on Feb. 27, 2006, the
Court denied the Debtor's request to extend its exclusive periods.

James N. Lawlor, Esq., at Wollmuth Maher & Deutsche LLP, in
Newark, New Jersey, told the Bankruptcy Court that the Debtor was
working closely with the Official Committee of Unsecured Creditors
to develop an exit strategy for its reorganization.  Mr. Taylor
said that the Debtor had been unable to formulate a plan because
it has focused on the sale of its assets, and engaged in
activities to insure a smooth transition into chapter 11.

Headquartered in Lebanon, New Jersey, Kullman Industries, Inc.
-- http://www.kullman.com/-- is a modular construction builder.
The company filed for chapter 11 protection on Oct. 17, 2005
(Bankr. D. N.J. Case No. 05-60002).  James N. Lawlor, Esq., at
Wollmuth, Maher & Duetsch, LLP represents the Debtor in its
restructuring efforts. Bruce D. Buechler, Esq., Peter J. D'Auria,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler represent
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets
between $1 million and $10 million and debts between $10 million
to $50 million.


LONDON FOG: Court Okays Perkins Coie as Bankruptcy Counsel
----------------------------------------------------------
London Fog Group, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Nevada to employ Perkins Coie, LLP, as its bankruptcy counsel.

Perkins Coie is expected to:

    a. take all actions necessary to protect and preserve the
       Debtors' bankruptcy estates, including the prosecution of
       actions on the Debtors' behalf, the defense of any actions
       commenced against the Debtor, negotiations concerning all
       litigation in which Debtors are involved, objections to
       claims filed against the Debtors in their bankruptcy case,
       and the compromise or settlement of claims;

    b. prepare the necessary applications, motions, memoranda,
       responses, complaints, answers, orders, notices, reports,
       and other papers required from the Debtors as debtors and
       debtors-in-possession in connection with the Debtors'
       chapter 11 cases;

    c. negotiate with creditors concerning a plan of
       reorganization, to prepare a plan of reorganization,
       disclosure statement and related documents, and to take the
       steps necessary to confirm and implement the plan of
       reorganization, including, if needed, negotiations for
       financing the plan;

    d. represent the Debtors in all other aspects of the chapter
       11 cases; and

    e. provide other legal advice or services as may be required
       in connection with the Debtors' chapter 11 cases or the
       general operation and management of Debtors' business.

Alan D. Smith, Esq., at Perkins Coie, tells the Court that the
firm holds a $117,000 retainer.

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

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


LORBER INDUSTRIES: Hires Elgort Textile as Liquidator
-----------------------------------------------------
Lorber Industries of California obtained permission from the U.S.
Bankruptcy Court for the Central District of California in Los
Angeles to employ Elgort Textile Associates, Inc., as its
liquidator of surplus machinery and equipment.

As previously reported, Elgort Textile is expected to:

    a. provide the Debtor with a detailed inventory of all assets
       to be liquidated with lot numbers;

    b. provide the asking price, high price and low price for each
       item; and

    c. collect all monies from the sale before release of any
       items from the Debtor's premises.

Alan Elgort, president of Elgort Textile, told the Court that his
firm will receive a 7.5% commission from the proceeds of the sale.

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

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


MARSH SUPERMARKETS: Sun Merger Cues Moody's to Review Ratings
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Marsh
Supermarkets, Inc., including the Corporate Family Rating of B3,
on review-direction uncertain.

Ratings on review-direction uncertain:

   * Corporate Family Rating at B3

   * 8.875% senior subordinated notes due in 2007, guaranteed by
     operating subsidiaries, at Caa2

The key driver of the rating review is uncertainty about the
company's future capital structure and operating strategy
following the announcement that it has entered into a definitive
merger agreement to be acquired by an affiliate of Sun Capital
Partners, Inc., in an all cash transaction.

Moody's review will focus on Sun Capital's plans:

   (1) to boost Marsh's operating profit margins

   (2) to build Marsh's market share in its small geographic
       region

   (3) for Marsh's post-acquisition capital structure and
       liquidity.

At the conclusion of the review, ratings will be lowered if debt
to EBITDA is likely to be sustained at 6.5 times or more, or if
unused availability under committed bank credit agreements falls
significantly below the $51.7 million level of Jan. 7, 2006.

Ratings could also be lowered if Marsh is unlikely to generate
positive non-fuel comparable store sales increases or a reported
EBIT margin of at least 1%.  Conversely, ratings could be raised
if Sun Capital plans to inject equity, or if Marsh is likely to
achieve debt to EBITDA well below 6.5 times, a reported EBIT
margin of at least 2% and positive non-fuel comparable store sales
increases while maintaining unused availability of at least $50
million under committed bank credit facilities.

Headquartered in Indianapolis, Marsh Supermarkets, Inc., operates
117 supermarkets, 154 convenience stores and a catering company.
Sales for the fiscal year ended April 2, 2005 exceeded $1.7
billion.


MERIDIAN AUTOMOTIVE: Judge Walrath Disqualifies Milbank as Counsel
------------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has no difficulty concluding that Milbank,
Tweed, Hadley & McCloy LLP's violation of Model Rule 1.9 and
dogged refusal to acknowledge this violation, warrant
disqualification from its further representation of the First Lien
Committee in Meridian Automotive Systems, Inc., and its debtor-
affiliates' bankruptcy cases.

For these reasons, the Court grants Stanfield Capital Partners,
LLC's request to disqualify Milbank from further representation of
the First Lien Committee.

A full-text copy of the Court's 20-page Opinion is available for
free at http://ResearchArchives.com/t/s?89f

According to Judge Walrath, the Model Rules of Professional
Conduct of the American Bar Association govern the practice of
law before the United States Bankruptcy Court for the District of
Delaware.  For conduct inconsistent with the Model Rules, an
attorney may be reprimanded or subjected to other disciplinary
action as the circumstances may warrant.

                  Concurrent Conflict of Interest

Stanfield Capital Partners, LLC, argued that Milbank's
representation of the Informal Committee of First Lien Secured
Lenders is prohibited by Model Rule 1.7(a), which provides that
"a lawyer shall not represent a client if the representation of
. . . [that] client will be directly adverse to another client."

The Court finds that Stanfield terminated the attorney-client
relationship with Milbank before Milbank undertook the First Lien
Committee representation.  Consequently, the Court concludes that
Model Rule 1.7 is not implicated.

                     Duties to Former Clients

Stanfield also argued that Milbank violated a duty owed to
Stanfield as a former client under Model Rule 1.9(a), which
provides that:

     "A lawyer who has formerly represented a client in a
     matter shall not thereafter represent another person in
     the same or a substantially related matter in which
     that person's interests are materially adverse to the
     interests of the former client unless the former client
     gives informed consent, confirmed in writing."

Judge Walrath says that the duty of confidentiality "applies not
only to matters communicated in confidence by the client but also
to all information relating to the representation, whatever its
source," citing Model R. Prof'l Conduct 1.6, cmt. [3].

The Court concludes that even if the Stanfield and First Lien
Committee matters are not "the same," they are "substantially
related" under Model Rule 1.9(a).

Moreover, Judge Walrath notes, to represent the First Lien
Committee, Milbank needed Stanfield's informed consent, confirmed
in writing, as required by Model R. Professional Conduct 1.9(a).

The Court finds that Stanfield did not consent to Milbank's
representation of the First Lien Committee.  Because that
representation was adverse to Stanfield in a matter in which
Milbank had represented Stanfield, the Court concludes that
Milbank violated Model Rule 1.9.

                              Waiver

Milbank argued that Stanfield waived any right to seek
disqualification by waiting to file its motion eight months after
learning that Milbank refused to withdraw.

The Court notes that Stanfield complained to Milbank of the law
firm's representation of the First Lien Committee.  When its
efforts did not result in Milbank withdrawing, Stanfield hired
counsel who made similar efforts to resolve the issue.  Only when
those efforts were unsuccessful did Stanfield file its
Disqualification Motion.

Given Stanfield's continued insistence that there was a conflict,
Milbank could not have believed that Stanfield waived the
Conflict, Judge Walrath says.

                         Milbank's Appeal

Milbank has taken an appeal to the United States District Court
for the District of Delaware from Judge Walrath's order granting
Stanfield Capital's motion to disqualify Milbank as counsel to the
Committee of First Lien Secured Lenders.

                          About Meridian

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MMRENTALSPRO LLC: Wants to Hire Patrick Beard as Special Counsel
----------------------------------------------------------------
MMRentalsPro, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of Tennessee for permission to employ Patrick, Beard,
Schulman & Jacoway, P.C., as its special counsel, nunc pro tunc to
June 17, 2005.

Patrick Beard is expected to assist C. Kenneth Still, the
Liquidating Trustee overseeing the Debtor's Chapter 7 case,
pursuant to Section 327 of the Bankruptcy Code.

Mr. Still discloses that the Firm's professionals bill:

                Professional          Hourly Rate
                ------------          -----------
                Partners              $190 - $250
                Associates            $150 - $170
                Para-professionals     $50 - 100

Headquartered in Chattanooga, Tennessee, MMRentalsPro, LLC, and
its owner, Roy Michael Malone, Sr., filed for chapter 11
protection on June 17, 2005 (Bankr. E.D. Tenn. Case No 05-13814).
Richard C. Kennedy, Esq., at Kennedy, Fulton & Koontz, represents
the Debtors.  When the Debtors filed for protection from their
creditors, they estimated less than $50,000 in assets and between
$10 million to $50 million in debts.  The Debtor's chapter 11 case
was converted to a chapter 7 liquidation on Feb. 17, 2006.


MONEY CENTERS: Sherb & Co. Raises Going Concern Doubt
-----------------------------------------------------
Sherb & Co., LLP, in Boca Raton, Florida, raised substantial doubt
about Money Centers of America, Inc.'s ability 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 from operations, working
capital, and stockholders' equity and accumulated deficiencies.

Money Centers of America, Inc., filed its consolidated financial
statements for the year ended Dec. 31, 2005, with the Securities
and Exchange Commission on April 14, 2006.

The Company reported a $1,666,167 net loss on $19,409,238 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the company's balance sheet showed $8,886,425 in
total assets and $13,922,012 in total liabilities, resulting in a
$5,035,587 stockholders' equity deficit.

The Company's Dec. 31 balance sheet also strained liquidity with
$6,848,854 in total current assets available to pay $13,745,282 in
total current liabilities coming due within the next 12 months.

"2005 was very much a transition year for Money Centers of
America," Chris Wolfington, Chairman and CEO of the Company, said.

"We made great strides to position the company for profitable
growth by eliminating unprofitable contracts, resolving
outstanding litigation related to our 2004 acquisition of
Available Money, and implementing strong internal financial
controls.

"In addition, we laid the groundwork for the exciting new products
that were introduced in early 2006, including The Omni Network(TM)
and ONSwitch(TM)."

"In 2006 we can now turn our focus outward and begin capitalizing
on the great growth opportunities in the gaming industry today,"
Mr. Wolfington commented on the company's outlook.

"With our recent efforts to expand our sales and marketing
efforts, our pipeline of new opportunities has exploded.  We are
very confident that Money Centers of America can grow new sales in
2006 ahead of our historical performance, although revenue growth
will be back-end loaded as we continue to eliminate unprofitable
legacy contracts throughout the first half of the year."

"Our newly-introduced ONSwitch(TM) product, which enables large
casinos to insource their cash access and merchant processing
activities from third party vendors, is generating a great deal of
excitement in the industry," Wolfington concluded.

"We believe that we will announce our first live implementation of
ONSwitch(TM) during the second quarter, and that we can implement
a minimum of three casinos on the platform during 2006."

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?89b

Money Centers of America, Inc. -- http://www.moneycenters.com/--  
provides cash access and Transaction Management Systems for the
gaming industry, utilizing a customer-centric approach that is
aimed at leveraging technology, generating value, and creating
measurable results in profitability, customer satisfaction and
loyalty.


MUSICLAND HOLDING: Court Extends Removal Period to July 12
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the time within which Musicland Holding Corp. and its
debtor-affiliates may file notices of removal under Bankruptcy
Rule 9027(a)(2)(A) to the later of:

   (a) July 12, 2006;

   (b) 30 days after the entry of an order lifting the automatic
       stay with respect to the particular action sought to be
       removed; or

   (c) with respect to postpetition actions, the time periods
       given in Bankruptcy Rule 9027(a)(3).

David A. Agay, Esq., at Kirkland Ellis LLP, in New York, asserts
that extending the removal period will give the Debtors an
opportunity to make fully informed decisions about the potential
removal of all Actions and will assure that the Debtors do not
forfeit valuable rights under Section 1452.

The rights of the Debtors' adversaries will not be prejudiced by
an extension because in the event that a matter is removed, the
other parties to an Action may seek to have that action remanded
pursuant to Section 1452(b), Mr. Agay points out.

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)


NAVISTAR INT'L: Inks $3 Million Loan Deal with CapSource Fin'l
--------------------------------------------------------------
Navistar Financial Corporation of Schaumburg, Illinois, reached an
agreement with CapSource Financial, Inc. (OTC BB: CPSO) for
wholesale floor plan financing in conjunction with CapSource Prime
Time Trailers sales operation in Fontana, California.  The
approximate amount of the credit facility is $3 million.

"With the Navistar credit facility in place, we have all the tools
necessary to expand our share of the new and used trailer market
in California and the Southwest U.S," Fred Boethling, President
and CEO of CapSource, said.

CapSource recently reported a $2 million equity investment from
Whitebox Advisors, LLC a Minneapolis-based hedge fund.  Whitebox
currently owns approximately 30% of the outstanding common stock
CapSource.

                    About CapSource Financial

Headquartered in Boulder, Colorado, CapSource Financial, Inc. owns
and manages a lease/rental fleet of over-the-road truck trailers
and related equipment through its REMEX subsidiary and sells
trailers, parts and service through it RESALTA subsidiary, both
based in Mexico City.

CapSource, through its subsidiary Capsource Equipment Company,
Inc., also owns and operates Prime Time Trailers of Fontana
California, the authorized Hyundai trailer dealer for California.
CapSource's common stock trades on the electronic bulletin board
under the symbol CPSO.

                         About Navistar

Headquartered in Warrenville, Illinois, Navistar International
Corporation -- http://www.nav-international.com/-- is the parent
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International(R) brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.  The company is also a
provider of truck and diesel engine parts and service sold under
the International(R) brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb 14, 2006,
Fitch downgraded the ratings of Navistar International Corp. and
its subsidiary, Navistar Financial Corp. as:

  Navistar International Corp.:

   -- Issuer default rating to 'BB-' from 'BB'
   -- Senior unsecured debt to 'BB-' from 'BB'
   -- Subordinated debt to 'B' from 'B+'

  Navistar Financial Corp.

   -- Senior unsecured bank lines to 'BB-' from 'BB'
   -- Senior unsecured debt to 'BB-' from 'BB'

Fitch also assigned an indicative rating of 'BB-' to Navistar's
prospective $1.5 billion credit facility.

The ratings remain on Rating Watch Negative.  Resolution of the
Watch status will be contingent on the filing of audited financial
statements and resolution of Navistar's debt structure.


ONEIDA LTD: Court Directs U.S. Trustee to Appoint Equity Committee
------------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York directed the U.S. Trustee for
Region 2 to appoint an Official Committee of Equity Holders in the
Chapter 11 cases of Oneida Ltd. and its debtor-affiliates.

An ad hoc committee of equity security holders asked the Court's
intervention after the U.S. Trustee denied confirmation for an
equity committee.  The U.S. Trustee doubted the likelihood that
shareholders can get any recovery.  The U.S. Trustee also said an
equity committee is not necessary to represent the shareholders'
interest.

Judge Groper pointed out that the U.S. Trustee's standard for
appointing an equity committee is higher than what Section
1102(a)(2) of the Bankruptcy Code requires.  Judge Groper said
that the committee's "necessity" is not required for an equity
committee to have an official appointment.  "Usefulness" is all
that's needed to be proven to warrant an appointment.

Judge Groper noted that although there is an Official Committee of
Unsecured Creditors, there is no allowed unsecured claim yet.  All
purported unsecured claims remain disputed.  Judge Groper also
wanted to dispel any implication that a group of creditors took
control of the Debtors' Board of Directors during the first stage
of the Debtors' two-stage restructuring, neutralized the general
unsecured creditors and then took for itself the value of the
remaining equity.  Judge Groper emphasized the need for check and
balances.

The Debtors restructured their debt in 2004 by converting a
portion of their secured debt into 62% of the common stock and
structuring the remainder of the debt in the form of a revolving
loan and two tranches of secured debt, collateralized by
substantially all of their assets.

When the Debtors filed for bankruptcy protection, they filed a
plan of reorganization proposing that:

   (1) the senior tranche of secured debt will be paid in full
       from exit financing that is already in place (the revolver
       has already been paid out of a DIP financing authorized by
       the Court);

   (2) the junior tranche of secured debt in the principal amount
       of $80 million as of the filing date will be converted to
       equity;

   (3) the Pension Benefit Guaranty Corporation will receive a
       note for its claim;

   (4) general unsecured claims will be paid in full; and

   (5) the old equity will be eliminated.

Based in Oneida, New York, Oneida Ltd. -- http://www.oneida.com/
-- is the world's largest manufacturer of stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and the largest supplier of dinnerware to the
foodservice industry.  Oneida is also a leading supplier of a
variety of crystal, glassware and metal serveware for the tabletop
industries.  The Company and its 8 debtor-affiliates filed for
Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case
Nos. 06-10489 through 06-10496).  Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represents the Debtors.  Credit Suisse
Securities (USA) LLC is the Debtors' financial advisor.  As of
May 4, 2006, the Official Committee of Unsecured Creditors has not
sought for appointment of its counsel.  When the Debtors filed for
protection from their creditors, they listed $305,329,000 in total
assets and $332,227,000 in total debts.


PIER 1 IMPORTS: S&P Holds Low-B Ratings on Negative CreditWatch
---------------------------------------------------------------
Standard & Poor's Ratings Services' 'B' corporate credit and 'B-'
unsecured debt ratings on Fort Worth, Texas-based Pier 1 Imports
Inc. remained on CreditWatch with negative implications.  The
ratings were lowered and listed on CreditWatch Feb. 7, 2006, due
to substantially weaker operating results for the fiscal year
ended Feb. 25, 2006.

The company recently announced that it had hired an investment
bank to assist in seeking strategic alternatives to enhance
shareholder value.

"We will monitor developments associated with this process in
order to assess the implications for the ratings," said
Standard & Poor's credit analyst Ana Lai.


PINNACLE ENTERTAINMENT: Ups Offer to Buy Aztar to $2.58 Billion
---------------------------------------------------------------
Pinnacle Entertainment, Inc.'s (NYSE: PNK) board of directors
unanimously approved an increase in the per-share price under the
Company's merger agreement with Aztar Corporation to $51 per share
in cash and stock, subject to adjustment.  The consideration
consists of $47 per share in cash and $4 per share of Pinnacle
common stock, subject to a collar provision.  The purchase price
for each share of Aztar Series B preferred stock has been
increased to $497.09 in cash and $42.31 in Pinnacle common stock,
subject to a collar provision.  The fully financed transaction is
valued at $2.58 billion, including approximately $1.97 billion in
equity on a fully diluted basis and approximately $677 million of
indebtedness.

All other aspects of the merger agreement remain unchanged, except
for the termination fee, which has been increased to
$52.16 million, plus reimbursement of expenses up to
$25.84 million.

As reported in the Troubled Company Reporter on Mar. 15, 2006,
Pinnacle Entertainment and Aztar Corp.'s Boards of Directors
unanimously approved a definitive merger agreement under which
Pinnacle will acquire all of the outstanding shares of Aztar for
$38.00 per share in cash.  This represents a premium of
approximately 24% over Aztar's closing stock price on Mar. 10,
2006.  The fully financed transaction is valued at approximately
$2.1 billion, including approximately $1.45 billion of equity on a
fully diluted basis and approximately $723 million in
indebtedness.

                            Offer Expires

Pinnacle Entertainment disclosed that at 4 p.m., on May 4, 2006,
it responded to Aztar Corp.'s presentation of a 72-hour notice of
termination provided under the merger agreement between Pinnacle
and Aztar.  Under the terms of that agreement, Pinnacle had until
May 4, 2006, to respond to the higher offer provided by a
competing bidder.

Pinnacle said that its offer expired at 11 p.m. on May 4, 2006,
and Aztar did not respond by that time.

                      About Aztar Corporation

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

                   About Pinnacle Entertainment

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
-- http://www.pnkinc.com/-- owns and operates casinos in Nevada,
Louisiana, Indiana and Argentina, owns a hotel in Missouri,
receives lease income from two card club casinos in the Los
Angeles metropolitan area, has been licensed to operate a small
casino in the Bahamas, and owns a casino site and has significant
insurance claims related to a hurricane-damaged casino previously
operated in Biloxi, Mississippi.  Pinnacle opened a major casino
resort in Lake Charles, Louisiana in May 2005 and a new
replacement casino in Neuquen, Argentina in July 2005.

                         *     *     *

As reported in the Troubled Company Reporter on March 20, 2006,
Moody's Investors Service placed the ratings of Pinnacle
Entertainment, Inc. on review for possible upgrade following the
company's announcement that it entered into a definitive merger
agreement under which Pinnacle will acquire all of the outstanding
shares of Aztar Corporation for $38 per share in cash, or about
$1.45 billion.  Including Aztar's $723 million of debt, the
transaction is valued at almost $2.2 billion.  Pinnacle ratings
affected include its B2 corporate family rating, B1 senior secured
bank loan rating, and Caa1 senior subordinated debt rating.


POPE & TALBOT: KPMG LLP Raises Going Concern Doubt
--------------------------------------------------
KPMG LLP in Portland, Oregon, raised substantial doubt about Pope
& Talbot, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
years ended Dec. 31, 2004, and 2005.  The auditor pointed to the
Company's recurring losses; inability to comply with financial
covenants; inability to refinance or renew maturing debt and
comply with financial covenants in future periods.

Pope & Talbot, Inc., filed its consolidated financials statements
for the year ended Dec. 31, 2005, with the Securities and Exchange
Commission on March 31, 2006.

The Company reported a $50,009,000 net loss on $848,845,000 of
total revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $630,653,000
in total assets, $518,621,000 in total liabilities, and
$112,032,000 in total stockholders' equity.

"While I continue to be pleased with ongoing operational
improvements at the Company's pulp and lumber mills, the financial
results for 2005 are disappointing," Michael Flannery, Chairman
and Chief Executive Officer, stated.

"Over the last year, the company has diversified its customer
base, reduced costs in several areas and improved productivity.
Recent strengthening in the NBSK pulp market is also encouraging."

                   Liquidity and Capitalization

Lenders waived compliance of financial covenants regarding its
Halsey pulp mill leases on Dec. 28, 2005.

The Company sought the amendments because it expected to be out of
compliance with the Halsey lease minimum net worth and maximum
leverage ratio covenants as of Dec. 31, 2005, which required:

   (i) adjusted net worth (stockholders' equity less cumulative
       translation adjustment) of at least $139.5 million (actual
       at Dec. 31, 2005 was $90.8 million), and

  (ii) a maximum leverage ratio (total debt as a percentage of the
       sum of total debt plus Adjusted Net Worth) of 62.5% (actual
       at Dec. 31, 2005 was 78.5%).

The Halsey leases include early repurchase options pursuant to
which the Company may repurchase the Halsey mill on Jan. 2, 2007,
for an aggregate repurchase price of $59.1 million.

Under the lease amendments signed on Dec. 28, 2005, the covenant
waivers expire as of Sept. 30, 2006, if the Company hasn't given
irrevocable notice of exercise of the early repurchase options by
that date.

Accordingly, the Company faces likely defaults if it does not
refinance the $59.1 million repurchase price by Jan. 2, 2007.  The
lease amendments also impose a new liquidity covenant under which
the Company must have cash balances plus borrowing availability
under credit facilities of at least $15 million as of the end of
each quarter.

To meet this liquidity requirement at March 31, 2006, the Company
expects to rely on borrowing availability under its revolving
credit agreement with a U.S. lender.

Borrowing availability under that credit agreement is dependent on
compliance with quarterly maximum leverage ratio and net worth
covenants.

The Company did not expect to be in compliance with these
covenants at March 31, 2006, and, therefore has obtained a waiver
of these covenants from the lender.

In addition, the Company and the lender agreed to modify these
covenants so that on June 30, 2006, and, future quarterly
compliance dates, the Company will be required to have a maximum
ratio of total debt to total capitalization of 77.5% and a minimum
consolidated stockholders' equity of $95.0 million.

On Dec. 31, 2005, the Company had cash balances plus borrowing
availability under credit facilities of $31.4 million and
consolidated stockholders' equity of $112.0 million.

The Company's Canadian revolving credit agreement requires, among
other things, that the Company's Canadian subsidiaries maintain a
ratio of adjusted EBITDA to interest expense of at least 2-to-1
measured at the end of each quarter for the four quarter period
then ended.

For the year ended Dec. 31, 2005, this ratio for the Canadian
subsidiaries was 2.01-to-1, and the Company did not expect to
satisfy this covenant requirement for the period ending March 31,
2006.

The Company has obtained a waiver of this covenant as of March 31,
2006, from its Canadian banks.  The waiver was conditioned on the
Company's agreement to pledge its unencumbered Canadian sawmills
as additional security.

In addition, the Canadian revolving credit facility expires on
July 29, 2006, and, if not renewed or repaid, outstanding
borrowings at that time will convert into two term loans payable
in one year.

To address its refinancing and existing covenant compliance
issues, the Company is in negotiations with certain institutional
lenders to refinance its Halsey pulp mill leases and existing
Canadian and U.S. revolving credit facilities.

The Company expects that the new credit facility will not include
net worth or leverage covenants, but will include minimum EBITDA
covenants.

                        Material Weakness

During the course of the Company's 2005 audit, it was determined
that the Company could no longer conclude as of Dec. 31, 2005,
that tax planning strategies would continue to be viable and
prudent in light of year end losses and preliminary indications of
first quarter 2006 results.

Accordingly, the Company recorded a $24 million valuation
allowance against its U.S. deferred tax assets.  Due to this
material adjustment resulting from the audit process, the Company
has determined that it has an internal control deficiency that
constitutes material weakness.

Because of this material weakness, management has concluded that
the Company's internal control over financial reporting was not
effective as of Dec. 31, 2005.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://ResearchArchives.com/t/s?8ab

Based in Portland, Oregon, Pope & Talbot, Inc. (NYSE: POP) --
http://www.poptal.com/-- is a North American forest products
company.  Pope & Talbot was founded in 1849 and produces pulp and
softwood lumber in the U.S. and Canada.  Markets for the Company's
products include: the U.S.; Europe; Canada; South America; Japan;
and other Pacific Rim countries.

                           *     *     *

As reported in the Troubled Company Reporter on March 29, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on pulp and lumber producer Pope & Talbot Inc. to 'B'
from 'B+' and its senior unsecured debt rating to 'CCC+' from
'B-'.  S&P says the outlook is negative.

As reported in the Troubled Company Reporter on March 23, 2006,
Moody's Investors Service downgraded Pope & Talbot Inc.'s
corporate family rating to B3 and senior unsecured debt rating to
Caa1.


PORTA SYSTEMS: BDO Seidman Raises Going Concern Doubt
-----------------------------------------------------
BDO Seidman, LLP, raised substantial doubt about Porta Systems
Corp.'s ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2004, and 2005.  The auditor pointed to the Company's:

   * substantial losses from operations;
   * working capital deficiency;
   * stockholders' equity deficiency; and
   * dependence on the continued agreement of SHF IX LLC, the
     holder of its senior debt, to defer the maturity date of
     these debts.

SHF IX LLC is an affiliate of Stonehill Financial, LLC.  SHF
purchased the Company's senior debt from Wells Fargo Foothill,
Inc., during the third quarter of 2004.

As of Dec. 31, 2005, the Company's debts, include:

   (a) $24,675,000 of senior debt, including principal and
          interest, as a result of a Feb. 24, 2006, extension,
          due May 1, 2006;

   (b) $6,144,000 principal amount of subordinated debt, which
          matured on July 3, 2001; and

   (c) $385,000 of 6% Debentures which matured on July 2, 2002.

The Company was unable to pay:

   -- $6,144,000 in principal or $5,053,000 in accrued interest on
      the subordinated notes; and

   -- $385,000 in principal or $127,000 in interest on the 6%
      Debentures.

                Likely Default & Bankruptcy Filing

In addition, the Company cannot give any assurance that SHF will
extend the loan beyond May 1, 2006.  If SHF does not extend the
maturity date of the obligations or demands payment of all or a
significant portion of the obligations due to the holder of the
senior debt, the Company will not be able to continue its
business.

If the agreement is not extended beyond May 1, 2006, or if SHF
demands payment of all or a significant portion of the loan when
due, the Company will not be able to continue its business, and it
is likely that the Company will seek protection under the
Bankruptcy Code.

Further, if the Company finds a buyer for its business on terms
acceptable to SHF, a sale of the Company's business may involve
reorganization under the Bankruptcy Code.

                           Financials

Porta Systems Corp. 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 $410,000 of net income on $28,604,000 of
sales for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $14,661,000
in total assets and $44,846,000 in total liabilities, resulting in
a $30,185,000 stockholders' equity deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $10,241,000 in total current assets available to pay
$44,019,000 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?899

Porta Systems Corp. -- http://www.portasystems.com/-- designs,
manufactures, and markets products for the connection, protection,
testing, administration and management of public and private
telecommunications lines and networks.  Serving a global market
base of 31 countries, Porta Systems owns over 100 patents for
copper and software products and systems.


PORTA SYSTEMS: Kornfeld Replaces Carney as Chief Executive Officer
------------------------------------------------------------------
William V. Carney resigned as chief executive officer of Porta
Systems Corp. on Mar. 23, 2006.  Mr. Carney continues to serve as
chairman of the board and a consultant to the Company.

Edward B. Kornfeld was elected as chief executive officer.  He
will continue to serve as chief financial officer.

In connection with his election as chief executive officer,
Mr. Kornfeld resigned from the positions of president and chief
operating officer.  Those positions are currently vacant.
Mr. Kornfeld has been an executive officer of the Company since
1995.

Porta Systems Corp. -- http://www.portasystems.com/-- designs,
manufactures, and markets products for the connection, protection,
testing, administration and management of public and private
telecommunications lines and networks.  Serving a global market
base of 31 countries, Porta Systems owns over 100 patents for
copper and software products and systems.


PREMIUM PAPERS: Hires Young Conaway as Bankruptcy Counsel
---------------------------------------------------------
Premium Papers Holdco, LLC, and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Young Conaway Stargatt & Taylor, LLP, as their
counsel.

As reported in the Troubled Company Reporter on Apr. 11, 2006,
Young Conaway is expected to:

   a. provide legal advice with respect to the Debtors' powers
      and duties as Debtors in possession in the continued
      operation of their businesses and management of their
      properties;

   b. prepare and pursue confirmation of a plan and approval of a
      disclosure statement;

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

   d. appear in Court and to protect the interests of the
      Debtors before the Court; and

   e. perform all other legal services for the Debtors which may
      be necessary and proper in these proceedings.

Robert S. Brady, Esq., a partner at Young Conaway, told the Court
that the Firm's professionals bill:

      Professional                  Designation   Hourly Rate
      ------------                  -----------   -----------
      Robert S. Brady, Esq.         Attorney         $500
      Joseph A. Malfitano, Esq.     Attorney         $340
      Sean T. Greecher, Esq.        Attorney         $255
      Donald J. Bowman, Jr., Esq.   Attorney         $255
      Ian S. Fredericks, Esq.       Attorney         $240
      Thomas Hartzell               Paralegal        $175

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

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com-- manufactures and markets a wide
variety of premium coated and uncoated printing papers, such as
Kromekote, Knightkote, and Carnival.  The Company and two of its
affiliates filed for chapter 11 protection on March 21, 2006
(Bankr. D. Del. Case No. 06-10269).  Ian S. Fredericks, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they did not disclose their total
assets but estimated debts between $10 million and $50 million.


PREMIUM PAPERS: Committee Wants Lowenstein Sandler as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Premium
Papers Holdco, LLC, and its debtor-affiliates' chapter 11 cases
asks the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Lowenstein Sandler PC as its bankruptcy
counsel.

Lowenstein Sandler will:

    a. provide legal advice as necessary with respect to the
       Committee's powers and duties as an official committee
       appointed under Section 1102 of the Bankruptcy Code.

    b. assist the Committee in investigating the acts, conduct,
       assets, liabilities, and financial condition of the
       Debtors, the operation of the Debtors' business, potential
       claims, and any other matters relevant to the cases or to
       the formulation of a plan of reorganization;

    c. participate in the formulation of a plan of reorganization;

    d. provide legal advice as necessary with respect to any
       Disclosure Statement and Plan or reorganization filed in
       the Debtors' chapter 11 case and the process for approving
       or disapproving disclosure statements and confirming or
       denying confirmation of a Plan;

    e. prepare on behalf of the Committee, as necessary,
       applications, motions, complaints, answers, orders,
       agreements and other legal papers;

    f. appear in Court to present necessary motions, applications,
       and pleadings, and otherwise protect the interests of those
       represented by the Committee;

    g. assist the Committee in requesting the appointment of a
       trustee or examiner, should such action be necessary; and

    h. perform such other legal services as may be required an in
       the best interests of the Committee and creditors.

Kenneth A. Rosen, Esq., a member at Lowenstein Sandler, tells the
Court that the Firm's professionals bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Partners                       $320 - $595
         Counsel                        $265 - $425
         Associates                     $165 - $300
         Legal Assistants                $75 - $150

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

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC --
http://www.smartpapers.com-- manufactures and markets a wide
variety of premium coated and uncoated printing papers, such as
Kromekote, Knightkote, and Carnival.  The Company and two of its
affiliates filed for chapter 11 protection on March 21, 2006
(Bankr. D. Del. Case No. 06-10269).  Ian S. Fredericks, Esq., at
Young, Conaway, Stargatt & Taylor, LLP, represents the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they did not disclose their total
assets but estimated debts between $10 million and $50 million.


QUANTUM CORP: Moody's Reviews Low-B Ratings and May Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Quantum
Corporation on review for possible downgrade.  The review is
prompted by the company's announcement that it has signed a
definitive agreement to acquire Advanced Digital Information
Corp., a provider of storage solutions for the open systems
marketplace, for approximately $770 million of cash.  ADIC had a
cash balance of $262 million as of January 1, 2006.  Moody's
estimates that proforma leverage will increase as a result of the
transaction.

Key areas of focus of Moody's review will include Quantum's
integration plan, revenue attrition, profitability impact as a
result of the acquisition, and longer term capital structure plans
to reduce acquisition debt.

These ratings are placed under review:

   * B3 rating on $160 million convertible subordinate notes,
     due 2010
   * B1 Corporate Family Rating

Quantum Corporation, headquartered in San Jose, California,
provides its business customers with enterprise-wide storage
solutions and services.

ADIC is headquartered in Washington providing open systems storage
solutions to enterprises with a strong presence in the government
and data management end-markets.


RAPSOD TRADE: Moody's Rates Corporate Family Rating at (P)Caa1
--------------------------------------------------------------
Moody's Investors Service assigned a first time Corporate Family
Rating of (P)Caa1 to Rapsod Trade Ltd.  At the same time the
rating agency also assigned a (P)Caa1 rating to Gallery Capital
S.A.'s $150.0 million senior secured notes offering.

Rapsod Trade Ltd controls through various wholly owned holding
companies, the Gallery Group, the second largest outdoor
advertising network in Russia.  Gallery Capital S.A. is an orphan
special purpose vehicle which does not conduct any revenue
generating activity and was created in the context of the notes
offering.

These ratings were assigned:

   * Corporate family rating of (P) Caa1 to Rapsod Trade Ltd.

   * $150 million senior secured notes due 2013 at Gallery
     Capital S.A. rated (P) Caa1.

The outlook is stable for both ratings.

The Caa1 ratings incorporate the substantial execution risks
associated with the rapid roll-out of Gallery's ambitious
acquisition strategy to build the company from a relatively small
size as well as the company's considerable indebtedness
prospectively anticipated as a result of this strategy paired with
a considerable level of operating leverage.  The ratings also
reflect the risk from:

   i) the limited scale and scope of Gallery's current
      operations.

  ii) uncertainties over the possible impact on operating
      performance as a result of regulatory changes in connection
      with the ban on tobacco and alcohol advertising.

iii) the complexity of Gallery's legal structure.

  iv) a degree of cyclicality and seasonality in the company's
      advertising revenue base; v) potential competition from
      larger and better capitalized operators such as News
      Outdoor, Clear Channel and JCDecaux.

   v) the company's exposure to the economic, regulatory,
      political, inflationary and currency exchange risks
      associated with operating in Russia (rated Baa2-Stable).

More positively, the Caa1 ratings recognize Gallery's strong
position in the Russian outdoor advertising market and its
established relationships with municipalities.  The ratings also
acknowledge:

   i) the Russian outdoor advertising market's expected growth
      rate.

  ii) management's track record in building a profitable and
      cash-flow positive business in Russia.

iii) Gallery's established and diversified customer base.

  iv) the competitive advantages from the company's attractive
      advertising sites.

   v) the support from institutional shareholders, such as the
      EBRD.

The stable outlook indicated for Gallery's ratings reflects the
relatively comfortable positioning of the company within the Caa1
rating category which is supported by the initial pro forma
liquidity position post refinancing.

Gallery intends to use proceeds to repay outstanding debt and to
finance capex and acquisitions in the very fragmented Russian
outdoor advertising market.  The company expects to execute its
expansion plan over the next 9 to 12 months.  Moody's notes that
funds can be used for acquisitions yet to be made in the outdoor
market.

Pro-forma for the refinancing, leverage will be 2.9x on a net debt
adjusted for operating leases to 2005 EBITDAR basis.  However, the
contemplated financing will bring significant gross debt on
balance sheet.

As the company spends on balance sheet cash on acquisitions net
debt leverage is expected to increase rapidly and the difference
between net and gross leverage will decrease correspondingly.

Moody's also added that evidence of a successful track record in
integrating acquisitions coupled with evidence that the company
will be generating meaningful positive free cash flow on a
sustainable basis would lead to a ratings upgrade.

Proceeds from the notes will be on-lent by way of proceeds loans
to Outdoor One LLC and Gallery Service LLC which accounted for
approximately 97 percent of the company's 2005 EBITDA on a pro-
forma basis taking into account the acquisitions made.

The Caa1 rating on the notes, at the same level as the Corporate
Family rating, acknowledges that the Notes are secured by a first-
priority pledge over the shares of other various holding as well
as over the Proceeds Loans and while also benefiting from senior
guarantees from those entities.  The Notes are effectively
subordinated to all obligations of the company's non-guarantor
subsidiaries.

Moody's understands that these obligations are currently de
minimis and the notching does not factor in a material increase in
these obligations.  Incurrence of additional pari passu
indebtedness is bounded by a consolidated coverage ratio of 2.25x.

The rating assumes that this leeway will not be utilized in the
near-term. The Notes indentures also carves out the ability to
secure up to $25 million in additional borrowings. The use of this
flexibility for any other use than short term working capital
needs could cause Moody's to consider notching from the current
Corporate Family Rating in the future.

Given the seasonality embedded in outdoor advertising and the
consequent significant seasonal working capital swings experienced
by the company, Moody's expects Gallery to arrange bank financing
in order to support its liquidity needs in the medium-term.

Headquartered in Moscow, Russia, Gallery Group currently operates
the second largest outdoor advertising network in Russia which
encompasses approximately 230 cities.

During fiscal year 2005, Gallery Group reported revenues of
$33.4 million and EBITDA of $8.4 million. On pro-forma basis,
including acquisitions the company has concluded during 2005 as
they if had been completed on 1st January 2005, Gallery would have
reported revenues of $47.6 million and EBITDA of
$16.3 million.


REPUBLIC STORAGE: Court Okays Calfee Halter as Bankruptcy Counsel
-----------------------------------------------------------------
Republic Storage Systems Company, Inc., obtained authority from
the U.S. Bankruptcy Court for the Northern District of Ohio to
employ Calfee Halter & Griswold L.L.P. as its bankruptcy counsel.

As reported in the Troubled Company Reporter on Apr. 5, 2006,
Calfee Halter is expected to:

    (a) advise the Debtor with respect to its powers and duties as
        debtor-in-possession in the continued management and
        operation of its business and properties, including the
        rights and remedies of the Debtor with respect to its
        assets and with respect to the claims of creditors;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties in interest and advise and
        consult on the conduct of these chapter 11 cases,
        including all of the legal and administrative requirements
        of operating in chapter 11;

    (c) assist the Debtor with the preparation of its Schedules of
        Assets and Liabilities and Statements of Financial
        Affairs;

    (d) advise the Debtor in connection with any contemplated
        sales of assets or business combinations, including
        negotiating agreements, formulating and implementing
        appropriate procedures with respect to the closing of any
        such transactions, and counseling the Debtor in connection
        with such transactions;

    (e) advise the Debtor in connection with any necessary post-
        petition financing arrangements and negotiate and draft
        documents relating thereto;

    (f) advise the Debtor on matters relating to the evaluation of
        the assumption, rejection or assignment of unexpired
        leases and executory contracts;

    (g) advise the Debtor with respect to legal issues arising in
        or relating to the Debtor's ordinary course of business,
        including attending senior management meetings, meetings
        with the Debtor's financial and turnaround advisors and
        meetings of the board of directors;

    (h) take all necessary action to protect and preserve the
        Debtor's estates, including the prosecution of actions on
        its behalf, the defense of actions commenced against it,
        negotiations concerning all litigation in which the Debtor
        is involved and objecting to claims filed against the
        Debtor's estates;

    (i) prepare all motions, applications, answers, orders,
        reports and papers necessary to the administration of the
        estate;

    (j) negotiate and prepare a plan or plans of reorganization,
        disclosure statement and all related agreements and/or
        documents and taking any necessary action on behalf of the
        Debtor to obtain confirmation of such plan or plans, as
        required;

    (k) attend meetings with third parties and participate in
        negotiations with respect to the above matters;

    (l) appear before this Court, any appellate courts and protect
        the interests of the Debtor's estates before such courts;

    (m) perform all other necessary legal services and providing
        all other necessary legal advice to the Debtor in
        connection with this chapter 11 case, including but not
        limited to environmental, labor, pension/employee
        benefits, tax, corporate and intellectual property
        matters; and

    (n) perform all other necessary legal services and providing
        all other necessary legal advice as requested by the
        Debtor including but not limited to environmental, labor,
        pension/employee benefits, tax, corporate and intellectual
        property matters.

James M. Lawniczak, Esq., a member of Calfee Halter, told the
Court that the Firm's associates bill between $155 to $260 per
hour and its partners bill between $260 and $480 per hour.

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

Mr. Lawniczak can be reached at:

         James M. Lawniczak, Esq.
         Calfee Halter & Griswold L.L.P.
         1400 McDonald Investment Center
         800 Superior Avenue
         Cleveland, Ohio 44114-2688
         Tel: (216) 622-8200
         Fax: (216) 241-0816
         http://www.calfee.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.
Dov Frankel, Esq., at Buckley King, LPA, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


REPUBLIC STORAGE: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Republic Storage Systems Company, Inc., delivered its Schedules of
Assets and Liabilities to the U.S. Bankruptcy Court for the
Northern District of Ohio, disclosing:


    Name of Schedule             Assets         Liabilities
    ----------------             ------         -----------
  A. Real Property                 $950,000
  B. Personal Property          $20,612,718
  C. Property Claimed
     as Exempt
  D. Creditors Holding                          $12,067,380
     Secured Claims
  E. Creditors Holding                              $14,764
     Unsecured Priority Claims
  F. Creditors Holding                           $5,116,426
     Unsecured Nonpriority
     Claims
                                -----------     -----------
     Total                      $21,562,718     $17,198,570

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.
Dov Frankel, Esq., at Buckley King, LPA, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


SDY GROUP: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: SDY Group, Inc.
        dba North Druid Hills Car Wash and Auto Care
        3775 North Druid Hills Road
        Decatur, Georgia 30033

Bankruptcy Case No.: 06-65054

Type of Business: The Debtor offers car washing and polishing
                  services.

Chapter 11 Petition Date: May 2, 2006

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, Northwest, Suite 960
                  Atlanta, Georgia 30339
                  Tel: (770) 984-2255

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
   ------                        ---------------   ------------
Halco                            Supplier Debt           $9,032
P.O. Box 262
Norcross, GA 30091-0262

DeKalb County Tax                Real Property Tax       $6,400
Commissioner
P.O. Box 100004
Decatur, GA 30031-7004

DeKalb County Government         Sanitation Fees         $3,199
P.O. Box 1027
Decatur, GA 30031-1027


SERACARE LIFE: Hires Winthrop Couchot as Insolvency Counsel
-----------------------------------------------------------
The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California authorized SeraCare Life Sciences,
Inc., to retain Winthrop Couchot Professional Corporation as its
general insolvency counsel, nunc pro tunc to March 22, 2006.

Winthrop Couchot is expected to:

     a) advise and assist the Debtor with respect to compliance
        with the requirements of the Office of the United States
        Trustee;

     b) advise the Debtor regarding matters of bankruptcy law,
        including the rights and remedies of the Debtor with
        respect to its assets and with respect to the claims
        of creditors;

     c) represent the Debtor in any proceedings or hearings before
        this Court related to bankruptcy law issues;

     d) conduct examinations of witnesses, claimants, or adverse
        parties and to prepare and assist in the preparation of
        reports, accounts and pleadings related to the Debtor's
        Chapter 11 case;

     e) advise the Debtor regarding its legal rights and
        responsibilities under the Bankruptcy Code and the
        Bankruptcy Rules;

     f) assist the Debtor in the negotiation, preparation and
        consummation of a Chapter 11 plan of reorganization; and

     g) take other actions and perform other services as the
        Debtor may require in connection with its Chapter 11 case.

Paul J. Couchot, Esq., at Winthrop Couchot, informs the Court that
his firm's professionals and their hourly rates are:

        Professionals                       Hourly Rates
        -------------                       ------------
        Marc J. Winthrop, Esq.                  $565
        Robert E. Opera, Esq.                   $550
        Sean A. O'Keefe, Esq.                   $550
        Paul J. Couchot, Esq.                   $525
        Richard H. Golubow, Esq.                $395
        Peter W. Lianides, Esq.                 $395
        Garrick A. Hollander, Esq.              $375
        William J. Wall, Esq.                   $295
        P.J. Marksbury, Legal Assistant         $190
        Joan Ann Murphy, Legal Assistant        $190
        Legal Assistant Associates            $80 - $150

Mr. Couchot assures the Bankruptcy Court that his firm is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                         About SeraCare

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006 (Bankr.
S.D. Calif. Case No. 06-00510).  The Official Committee of
Unsecured Creditors selected Henry C. Kevane, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, as its counsel.  When the Debtor filed for protection from
its creditors, it listed $119.2 million in assets and $33.5
million in debts.


SERACARE LIFE: Taps O'Melveny & Myers as Special Corporate Counsel
------------------------------------------------------------------
SeraCare Life Sciences, Inc., asks the U.S. Bankruptcy Court for
the Southern District of California for authority to retain
O'Melveny & Myers LLP as its special corporate and litigation
counsel, nunc pro tunc to March 22, 2006.

Before the Debtor's bankruptcy filing, OMM represented the Debtor
as its general outside corporate and litigation counsel.  The firm
also assisted and represented the Debtor in connection with
restructuring matters and its potential bankruptcy filing.

In this engagement, OMM is expected to:

     a) serve as corporate counsel and assist, advise and
        represent the Debtor in general corporate, intellectual
        property and securities law matters, including
        financing matters, Securities and Exchange Commission
        compliance matters, corporate governance matters, contract
        review and preparation of corporate documentation, and
        transactional and corporate law assistance with respect to
        asset dispositions and negotiation; provided that all
        bankruptcy court pleadings and appearances shall be
        handled by the Debtor's general insolvency counsel,
        Winthrop Couchot Professional Corporation;

     b. serve as litigation counsel and assist, advise and
        represent the Debtor in non-bankruptcy litigation matters,
        including in pending shareholder derivative actions,
        securities class actions and investigations by the United
        States Attorney and Securities and Exchange Commission,
        and specific labor and employee benefit issues that arise
        in connection with litigation related matters and the
        termination of certain of the Debtor's officers, and to
        assist and supplement, but not duplicate, the efforts of
        Winthrop Couchot in bankruptcy and non-bankruptcy
        litigation matters as the Debtor may request and which OMM
        agrees to undertake;

     c. assist the Debtor and Winthrop Couchot during the initial
        and stages of the bankruptcy case to efficiently
        transition representation of the Debtor to Winthrop
        Couchot as insolvency counsel; and

     d. provide assistance with other general corporate and
        litigation matters as the Debtor may request and which OMM
        agrees to undertake.

Brian M. Metcalf, Esq., an associate at OMM, tells the Court that
the hourly rates for his Firm's professionals are:

        Transaction Partners                       Hourly Rates
        --------------------                       ------------
        Suzzane Uhland, Esq.                          $675
        Andor Terner, Esq.                            $525
        David Krinsky, Esq.                           $735

        Transaction Counsel & Associates           Hourly Rates
        --------------------------------           ------------
        Brian Metcalf, Esq.                           $485
        Megan Gess, Esq.                              $450

        Adversarial Partners                       Hourly Rates
        --------------------                       ------------
        James Asperger, Esq.                           $735
        Amy Longo, Esq.                                $535
        Eric Amdursky, Esq.                            $535
        Meredith Landy, Esq.                           $705

        Adversarial Counsel & Associates           Hourly Rates
        --------------------------------           ------------
        Thorey Bauer, Esq.                             $340
        Steve Goorvitch, Esq.                          $495
        Lori Romley, Esq.                              $510
        Alex Stemkovsky, Esq.                          $240
        Brooke Nelson, Esq.                            $390
        Dale Edmondson, Esq.                           $505
        David Booher, Esq.                             $340
        Gerald Krimen, Esq.                            $240
        Kristina Hersey, Esq.                          $390
        Nuritsa Ksachikyan, Esq.                       $210
        Roberta Harding, Esq.                          $340
        Sara Folchi, Esq.                              $340
        Sarah Dreschelre, Esq.                         $420
        Tristan Sorah-Reyes, Esq.                      $340

Mr. Metcalf assures the Court that his firm does not hold or
represent any interest adverse to the Debtor's estate.

                         About SeraCare

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006 (Bankr.
S.D. Calif. Case No. 06-00510).  Paul J. Couchot, Esq., at
Winthrop Couchot Professional Corporation, serves as the Debtor's
counsel.  The Official Committee of Unsecured Creditors selected
Henry C. Kevane, Esq., and Maxim B. Litvak, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub LLP, as its counsel.  When the
Debtor filed for protection from its creditors, it listed $119.2
million in assets and $33.5 million in debts.


STRATUS SERVICES: Amends Annual Report for Fiscal Year 2005
-----------------------------------------------------------
Stratus Services Group Inc. submitted amended financial statements
for the year ended Sept. 30, 2005, to the Securities and Exchange
Commission on Mar. 31, 2006.

The amendment is filed to:

    i) delete the report of Amper Politziner & Mattia, P.C., the
       company's former auditor, on the Company's financial
       statements as of and for the years ending Sept. 30, 2004
       and 2003 and to designate these financial statements as
       unaudited; and

   ii) amend Item 6 -- Selected Financial Data, Item 7 -
       Management's Discussion and Analysis of financial Condition
       and Results of Operations and Item 9A - Disclosure Controls
       and Procedures to reflect certain revisions made in
       connection with the deletion of the 2003-2004 audit report
       and the designation of the fiscal 2003 and 2004 financial
       statements as unaudited.

The Company's balance sheet at Sept. 30, 2005, showed $18.8
million in total assets and liabilities of $27.0 million resulting
to a $9.9 million stockholder's deficit.

A full-text copy of the Stratus Services' Amended Annual Report on
Form 10-K/A is available at no charge at:

                http://researcharchives.com/t/s?898

Headquartered in Manalapan, New Jersey, Stratus Services Group
Inc. -- http://www.stratusservices.com/-- provides a wide range
of staffing and productivity consulting services nationally
through a network of offices located throughout the United States.

                            *    *    *

                        Going Concern Doubt

E. Randall Gruber, CPA, PC, expressed substantial doubt about
Stratus Services' ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Sept. 30, 2005.  The auditing firm pointed to the Company's
recurring losses from operations, and has working capital deficit
of $12.0 million at Sept. 30, 2005.


SYLVEST FARMS: Creditors' Proofs of Claims Due by August 21
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama,
Southern Division, set Aug. 21, 2006, as the deadline for all
creditors owed money by Sylvest Farms, Inc., and its debtor-
affiliates to file formal written proofs of claim on account of
claims arising prior to April 18, 2006.

Creditors must submit their claim forms either by mail, by hand,
courier or overnight service to:

       Eligah Dane Clark
       Clerk of the Bankruptcy Court
       Northern District of Alabama, Southern Division
       1800 5th Avenue North, Room 120
       Birmingham, Alabama 35203
       Tel: 205-714-4000

                      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).
The Debtors selected Richard A. Robinson, Esq., and Eric S.
Golden, Esq., at Baker & Hostetler LLP as their bankruptcy
counsel.  When the Debtors filed for protection from their
creditors, they estimated their total assets and debts at $50
million to $100 million.


SYLVEST FARMS: Taps Mancuso & Franco as Special 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 Mancuso & Franco, PC, as their
special counsel.

The Debtors tell the Court that Mancuso & Franco is intimately
familiar with the complex issues in connection with their
corporate and debt structures, federal and state tax issues and
ongoing business operations.

Mancuso & Franco will handle:

     a) general corporate, real estate, environmental, federal and
        state tax matters and customers supply and distribution
        agreements;

     b) non-bankruptcy commercial matters, including contract and
        supply agreement issues;

     c) the negotiations related to sale of all or substantially
        all of the Debtors assets;

     d) federal and state tax matters including but not limited to
        tax compliance, review of tax returns including sales and
        use tax compliance and tax issues relating to net
        operating loss carryovers and suspense accounts;

     e) matters, including but not limited to, reviewing
        forbearance agreements, demand promissory notes,
        amendments to credit agreements, security agreements and
        related corporate matters involving the Debtors' borrowing
        relationship with Wachovia Bank, National Association and
        Federal Land Bank Association of South Alabama; and

     f) matters in which Baker & Hostetler LLP, the Debtors'
        general bankruptcy counsel, have a conflict of interest.

Thomas G. Mancuso, Esq., the president of Mancuso & Franco, tells
the court that he charges $325 per hour for his services.  Mark A.
Franco, Esq., bills at $250 per hour.  The firm's legal assistants
charge $55 per hour for their services.

Mancuso & Franco received a $50,000 retainer in connection with
its proposed representation of the Debtors.  The firm holds a
$3,437 claim against the Debtors for prepetition fees and legal
expenses.

Mr. Mancuso assures the Court that his firm does not hold any
interest adverse to the Debtors' estate

                      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).
The Debtors selected Richard A. Robinson, Esq., and Eric S.
Golden, Esq., at Baker & Hostetler LLP as their bankruptcy
counsel.  When the Debtors filed for protection from their
creditors, they estimated their total assets and debts at $50
million to $100 million.


TENFOLD CORP: Tanner LC Raises Going Concern Doubt
--------------------------------------------------
Tanner LC expressed substantial doubt about TenFold Corporation's
ability to continue as a going concern after it audited the
Company's financial statements for the year ended Dec. 31, 2005.
The auditing firm points to the Company's reliance on significant
balances of its cash for its operating activities and the
likelihood that the Company will not have sufficient resources to
meet operating needs based on its present levels of cash
consumption.

As of Dec. 31, 2005, the company's principal source of liquidity
was its cash and cash equivalents of $1.3 million.  On March 30,
2006, the company completed a capital raising transaction for
gross proceeds of approximately $6.3 million (before expenses and
repayment of $1.1 million of interim financing obligations).  The
company believes that with the proceeds of this capital
transaction, and new sales that the company can close during 2006,
the company will have sufficient liquidity for its operations
during 2006.  However, significant challenges and risks remain:

   * the company has not been able to generate positive cash flow
     from operations for the three years ended Dec. 31, 2005.  The
     company's net cash used in operating activities was $4.5
     million for the year ended Dec. 31, 2005.

   * For the last several years, the company has derived a
     significant portion of its cash inflows from time-and-
     materials consulting services performed for a limited number
     of large customers for whom the company was completing
     enterprise applications development projects.  These parties
     initially became customers of TenFold under the company's
     prior business model in earlier years.  As these customers
     completed their initial projects and became self-sufficient,
     they reduced their purchases of time-and-materials consulting
     services (although most continue to purchase support from us
     and other services from time to time).  These reductions have
     materially reduced the company's cash inflows.  The last of
     these large time-and-materials consulting engagements was
     substantially completed during the quarter ended March 31,
     2005.

   * the company has experienced difficulty closing substantial
     new sales, and it is unclear when or if the company can
     expect to predictably close significant sales to new or
     existing customers, and to achieve and sustain positive cash
     flow from operations.  Under the leadership of the company's
     new Chief Executive Officer, Robert W. Felton, the company
     has recently changed its business model to focus on selling
     larger consulting projects, instead of the smaller prototype
     application projects that we primarily sold in 2005.
     Although the company expects to be more successful with this
     new model, the company has limited experience with the new
     model as the company has introduced it only recently, and
     have not yet closed any sales under this model.  If the
     company does not close significant sales in 2006, the funds
     from the company's recent capital raising will not be
     sufficient to fund its operations through all of 2006.

For the year ended Dec. 31, 2005, the company reported a $5.4
million net loss on $5.7 million of net revenues compared to $3.4
million of net income on $17.6 million of net revenues in 2004.

As of Dec. 31, 2005, the company's balance sheet showed total
assets of $2.1 million and total debts of $5.0 million resulting
in a stockholder's deficit of $2.9 million.

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

                http://researcharchives.com/t/s?8b3

TenFold Corporation (OTC Bulletin Board: TENF) --
http://www.tenfold.com/-- licenses its patented technology for
applications development, EnterpriseTenFold(TM), to organizations
that face the daunting task of replacing obsolete applications or
building complex applications systems.  Unlike traditional
approaches, where business and technology requirements create
difficult IT bottlenecks, EnterpriseTenFold technology lets a
small, team of business people and IT professionals design, build,
deploy, maintain, and upgrade new or replacement applications with
extraordinary speed, superior applications quality and power
features.


TEX STAR: Wants Lawrence J. Maun as Bankruptcy Counsel
------------------------------------------------------
Tex Star Can, LLC, asks the U.S. Bankruptcy Court for the Southern
District of Texas for permission to employ Lawrence J. Maun, Esq.,
and his firm, Lawrence J. Maun, P.C., as its bankruptcy counsel.

Mr. Maun will:

    (a) give the Debtor legal advice with respect to its powers
        and duties as debtor-in-possession in the continued
        operation of its business and management of its property;

    (b) prepare on behalf of the Debtor, as debtor-in-possession,
        necessary applications, answers, orders, reports and other
        legal papers;

    (c) file all claims which Debtor has against any and all
        individuals, partnerships or corporations and any other
        entities of any nature;

    (d) defend all claims filed by creditors of the Debtor against
        the Debtor and to assure the validity thereof;

    (e) attend necessary court hearings, and administrative agency
        hearings;

    (f) perform all other legal services for the Debtor as debtor-
        in-possession which may be necessary; and

    (g) aid the Debtor in the determination of the assumption
        or rejection of executory contracts and the filing of
        appropriate pleadings with the Court.

The Debtor tells the Court that Mr. Maun will bill $325 per hour
for this engagement.  The Debtor discloses that Associate
Attorneys at Mr. Maun's firm bill $200 per hour while paralegals
bill $75 per hour.

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

Headquartered in College Station, Texas, Tex Star Can, LLC, filed
for chapter 11 protection on Apr. 3, 2006 (Bankr. S.D. Tex. Case
No. 06-31395).  Lawrence J. Maun, Esq., at Lawrence J. Maun, P.C.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets between $10 million and $50 million
and estimated debts between $1 million and $10 million.


TEX STAR: Files Schedules of Assets and Liabilities
---------------------------------------------------
Tex Star Can, LLC, delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the Southern District
of Texas, disclosing:


    Name of Schedule             Assets         Liabilities
    ----------------             ------         -----------
  A. Real Property              $13,693,000
  B. Personal Property              $10,354
  C. Property Claimed
     as Exempt
  D. Creditors Holding                           $8,300,000
     Secured Claims
  E. Creditors Holding                              $33,724
     Unsecured Priority Claims
  F. Creditors Holding                             $157,405
     Unsecured Nonpriority
     Claims
                                -----------      ----------
     Total                      $13,703,354      $8,191,129

Headquartered in College Station, Texas, Tex Star Can, LLC, filed
for chapter 11 protection on Apr. 3, 2006 (Bankr. S.D. Tex. Case
No. 06-31395).  Lawrence J. Maun, Esq., at Lawrence J. Maun, P.C.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets between $10 million and $50 million
and estimated debts between $1 million and $10 million.


TRUCS SERIES: Will Terminate and Liquidate Assets
-------------------------------------------------
TRUCs Series 2001-1 Trust, the issuer of $25,000,000 7.45% Trust
Certificates Series 2001-1 (NYSE: TZE) will liquidate its assets
and terminate the Trust.

AT&T Corp., the issuer of the Trust, has ceased reporting under
the Securities Exchange Act of 1934.

AT&T Corp., after its merger with SBC Communications Inc., has
terminated its reporting obligations under the Exchange Act and
will not to provide financial reporting information with respect
to AT&T Corp.

As a result, the Trust cannot meet its disclosure obligations
under the Exchange Act and must terminate.   A liquidation
distribution is expected to be made on the 7.45% Trust
Certificates Series 2001-1 on the date of settlement following
liquidation of the Trust.


TRUMP ENT: 17 Former Shareholders Appeal Judge Wizmur's Decision
----------------------------------------------------------------
Seventeen former owners of shares in Trump Hotels & Casino
Resorts, Inc.'s common stock notify the U.S. Bankruptcy Court for
the District of New Jersey that they will take an appeal from
Judge Wizmur's opinion and order denying their motion to enforce
the plan record distribution date of Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc., to the
United States District Court for the District of New Jersey.

The 17 Former Shareholders are:

    1. Evan Karathanasis
    2. Anna Maria T. Ciminello
    3. Alan C. Pilla
    4. Daniel A. Amicucci
    5. Dominick D'Apice
    6. Emanuel Ciminello, III
    7. Emanuel Ciminello, Jr.
    8. Maryanne Carotenuto
    9. Salvatore Ciminello
   10. Thomas Ciminello
   11. Joel Freidburg
   12. Joel H. Friedman
   13. IME Partnership Plan
   14. Sebastian Pignatello
   15. Chris Reslock
   16. Phillip & Doris Sternberg
   17. Michael & Andrea D. Yacyk, Jr.

The Former Shareholders want the District Court to review these
four issues:

    1. Did the Bankruptcy Court err in denying the Appellants'
       Motion, by failing to enforce the terms and provisions of
       the confirmed Chapter 11 Plan, the settlement contained in
       the Plan negotiated among the Equity Committee, the
       Debtors, Donald J. Trump and certain creditors of the
       Debtors, the Order of Confirmation and the Amended Order of
       Confirmation?

    2. Did the Bankruptcy Court err in denying the Appellants'
       Motion, by concluding that the manner of distribution by
       the Debtors of the distributions in question, was proper
       and in conformance with the Record Date and the provisions
       of the confirmed Chapter 11 Plan?

    3. Did the Bankruptcy Court err in denying the Appellants'
       Motion, by determining that the Appellants' voluntary entry
       into the securities marketplace subjected them to the rules
       of that marketplace, causing the sale not only of their
       stock, but also the distribution package otherwise
       attaching to the stock?

    4. Did the Bankruptcy Court err in denying the Appellants'
       Motion, by failing, as a court of equity, to weigh and
       consider the equities, concerning the issue of the right to
       the distribution package, between the parties, i.e., the
       Appellants and the Debtors?

The Former Shareholders designated 92 items to be included in the
record on appeal.

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  (Trump Hotels
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

                            *   *   *

As reported in the Troubled Company Reporter on Nov. 10, 2005,
Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.'s $200 million senior secured revolver
due 2010 at B2; $150 million senior secured term loan due 2012 at
B2; $150 million senior secured delayed draw term loan due 2012 at
B2; $1.25 billion second lien senior secured notes due 2015 at
Caa1; Speculative grade liquidity rating at SGL-3; and Corporate
family rating at B3.  Moody's says the rating outlook is stable.


UAP HOLDING: Launches $328.5 Million Senior Notes Offering
----------------------------------------------------------
UAP Holding Corp. is offering to purchase for cash any and all of
its outstanding $125 million principal amount at maturity of 10-
3/4% Senior Discount Notes due 2012, and United Agri Products,
Inc. is offering to purchase for cash any and all of its
outstanding $203.5 million principal amount of 8-1/4% Senior Notes
due 2011, in each case, on the terms and subject to the conditions
set forth in the Offer to Purchase and Consent Solicitation
Statement dated May 3, 2006 and the accompanying Letter of
Transmittal and Consent.  UAP Holdings and United Agri Products
are also soliciting consents to eliminate most of the restrictive
covenants in the indentures under which the Notes were issued.

The total consideration to be paid for tendered and accepted
10-3/4% Discount Notes is equal to the present value of future
payments on the 10-3/4% Discount Notes up to and including
Jan. 15, 2008 (the first date on which the 10-3/4% Discount Notes
may be redeemed at the Company's option), based on the assumption
that the 10-3/4% Discount Notes will be redeemed in full at
$1,053.75 per $1,000 principal amount at maturity on such date,
discounted at a rate equal to 87.5 basis points over the yield to
maturity on the 4.375% U.S. Treasury Note due Dec. 31, 2007, of
which $20 will be a consent payment payable only to holders who
validly tender their 10-3/4% Discount Notes and deliver consents
by May 16, 2006, unless extended.

The total consideration to be paid for tendered and accepted
8-1/4% Notes is equal to the present value of future payments on
the 8-1/4% Notes up to and including Dec. 15, 2007 (the first date
on which the 8-1/4% Notes may be redeemed at the Company's
option), based on the assumption that the 8-1/4% Notes will be
redeemed in full at $1,041.25 per $1,000 principal amount on such
date, discounted at a rate equal to 75 basis points over the yield
to maturity on the 4.25% U.S. Treasury Note due Nov. 30, 2007.
The total consideration to be paid for tendered 8-1/4% Notes will
also include accrued but unpaid interest on the 8-1/4% Notes to,
but not including, the payment date.  Of this total consideration,
$20 will be a consent payment payable only to holders who validly
tender the 8-1/4% Notes and deliver consents by the Consent
Payment Deadline.

The offer by each Company will expire at 9:00 a.m., New York City
time, on June 1, 2006, unless extended or earlier terminated.
Holders who tender Notes are required to consent to the proposed
amendments to the indentures.  To receive the $20 consent payment,
holders must validly tender their Notes and deliver consents by
the Consent Payment Deadline.

Tenders of Notes prior to the Consent Payment Deadline may be
validly withdrawn and consents may be validly revoked at any time
prior to 5:00 p.m., New York City time, on the Consent Payment
Deadline, but not thereafter unless the tender offers and the
consent solicitations are terminated without any Notes being
purchased.  Each Company reserves the right to terminate, withdraw
or amend its offer at any time subject to applicable law.

Each Company expects to pay for any of its Notes purchased
pursuant to its tender offer and consent solicitation in same-day
funds on a date promptly following the expiration of its tender
offer and consent solicitation.

Each Company's tender offer is conditioned on:

   * receipt of valid and unrevoked consents of the holders of at
     least a majority of the outstanding principal amount at
     maturity of the 10-3/4% Discount Notes (excluding any 10-3/4%
     Discount Notes then owned by the Companies and their
     affiliates) and of the holders of at least a majority of the
     outstanding principal amount of the 8-1/4% Notes (excluding
     any 8-1/4% Notes then owned by the Companies and their
     affiliates) prior to the Consent Payment Deadline; and,
     accordingly, consummation of the other Company's tender
     offer;

   * United Agri Products replacing its existing $500 million
     revolving credit facility with a $675 million facility and
     entering into a new senior secured term loan facility for
     $175 million with borrowings thereunder to be used to pay the
     consideration for the Notes purchased in the tender offers;
     and

   * certain other general conditions described in the Offer
     Documents.

The Companies have retained Credit Suisse Securities (USA) LLC to
act as Dealer Manager and Consent Solicitation Agent in connection
with the tender offers and consent solicitations.  Questions about
the tender offers may be directed to:

     Credit Suisse Securities (USA) LLC
     Telephone (212) 325-7596 (collect)
     Toll Free (800) 820-1653

or the information agent for the tender offers and consent
solicitations at:

     MacKenzie Partners, Inc.
     Telephone (212) 929-5500 (collect)
     Toll Free (800) 322-2885

Copies of the Offer Documents and other related documents may be
obtained from the information agent.

                        About UAP Holding

UAP Holding Corp. (Nasdaq: UAPH) -- http://www.uap.com/-- is the
holding company of United Agri Products, Inc., the largest
independent distributor of agricultural and non-crop inputs in the
United States and Canada.  United Agri Products markets a
comprehensive line of products, including crop protection
chemicals, seeds and fertilizers, to growers and regional dealers.
United Agri Products also provides a broad array of value-added
services, including crop management, biotechnology advisory
services, custom blending, inventory management and custom
applications of crop inputs.  United Agri Products maintains a
comprehensive network of approximately 330 distribution and
storage facilities and three formulation and blending plants,
strategically located throughout the United States and Canada.


UAP HOLDING: Moody's Rates $175 Million Senior Sec. Loan at Ba3
---------------------------------------------------------------
Moody's Investors Service upgraded UAP Holding Corp.'s corporate
family rating to Ba3 from B1.  Moody's also assigned a Ba2 rating
to United Agri Products, Inc.'s proposed senior secured $675
million revolving credit due 2011.  UAP's proposed $175 million
senior secured term loan due 2012 was assigned a Ba3 rating.

The outstanding ratings on debt at UAPH and UAP were affirmed, but
will be withdrawn upon the closing of the transaction.  Proceeds
from the new revolver and term loan at UAP are to be used to
refinance UAPH's 10.75% senior discount notes due 2012 as well as
UAP's existing guaranteed senior unsecured notes due 2011.  UAPH
is the parent holding company for UAP, and UAPH will guarantee the
new credit facilities of UAP.  The rating outlook is stable.

The upgrade in the corporate family rating to Ba3 reflects
management's demonstrated ability to improve margins and retained
cash flow.  The upgrade is also supported by the continuation of
the former LBO sponsor's exit strategy, via an additional
secondary offering of the sponsor's equity in March 2006, such
that some 80% of UAPH shares are now widely held.

In addition Moody's believes that management has been effective in
2005 and 2006 in a number of initiatives including rationalizing
operations and improving working capital management.  The notching
of UAP's new senior secured credit facility at the level above the
new Ba3 corporate family rating and the new senior secured term
loan at a level of the new corporate family rating reflects the
differing security packages made available to the respective
lenders.  These new ratings are subject to a full review of the
final executed documentation and agreements of the credit
facility.

Moody's previous rating action on UAP and UAPH was the upgrade to
B1 from B3 of the corporate family rating along with other rating
improvements on the 24th of November 2004.

Upgrades:

Issuer: UAP Holding Corp

   * Corporate Family Rating, Upgraded to Ba3 from B1

Ratings Assigned:

United Agri Products, Inc.

   * Guaranteed senior secured revolving credit, $675 million
     due 2011 -- Ba2

   * Guaranteed senior secured term loan, $175 million due
     2012 -- Ba3

Ratings Affirmed:

UAP Holding Corp.

   * Senior unsecured discount notes due 2012 -- B3

United Agri Products, Inc.

   * $500 million guaranteed senior secured revolver
     due 2008 - Ba3*

   * Guaranteed senior unsecured notes due
     2011 - B1

Ratings will be withdrawn upon execution of the new revolving
credit and term loan facilities and the refinancing of debt.

Headquartered in Greeley, Colorado, United Agri Products, Inc.
operates approximately 340 farm distribution and storage centers
in major crop producing areas of the U.S. and Canada.  The
company's revenues were approximately $2.7 billion for the twelve
months ending February, 26 2006.


UNIFRAX CORP: AEA Merger Prompts S&P to Lower Rating to B from B+
-----------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on ceramic fiber manufacturer Unifrax Corp. to 'B' from
'B+', removing it from CreditWatch with negative implications,
where it was placed March 21, 2006.

At the same time, Standard & Poor's assigned its 'B' corporate
credit rating to the parent company, Unifrax Holding Co. and
affirmed its 'B' senior secured bank loan rating and recovery
rating of '2' on Unifrax Holding's $230 million senior secured
credit facilities.  The '2' recovery rating indicates the rating
agency's expectation for a substantial recovery principal by
lenders (80%-100%) in the event of a default.  The outlook is
stable.

The rating actions follow Unifrax's acquisition by private equity
sponsor AEA Investor LLC from American Security Capital for $452
million.  The acquisition was completed on May 2, 2006.  The
CreditWatch listing had been updated on April 11, 2006, following
a review of Unifrax's strategic plans and financial policies.  At
that time, Standard & Poor's indicated that once the acquisition
of Unifrax had been completed, the CreditWatch listing would be
resolved, the corporate credit rating of Unifrax would be lowered
to 'B' from 'B+', and the new ratings that had been assigned in
connection with the financing plan would be affirmed.


UNITED RENTAL: Files 2 Annual Reports & 3 Quarterly Financials
--------------------------------------------------------------
United Rentals Inc. filed its consolidated financial statements
for the years ended Dec. 31, 2004, and 2005, with the Securities
and Exchange Commission on March 31, 2006.

The Company also filed with the SEC on April 12, 2006, their
financial statements for the:

   -- first quarter ended March 31, 2005;
   -- second quarter ended June 30, 2005; and
   -- third quarter ended Sept. 30, 2005.

The Company's Statements of Operations showed:

                        For the Period Ended (in millions)
                 ------------------------------------------------
                   Year    Quarter   Quarter   Quarter     Year
                 12/31/04  03/31/05  06/30/05  09/30/05  12/31/05
                 --------  --------  --------  --------  --------
Revenues           $3,094      $732      $888      $980    $3,563

Net Income (Loss)    ($84)      $12       $50       $76      $187

The Company's Balance Sheet showed:

                        For the Period Ended (in millions)
                 ------------------------------------------------
                   Year    Quarter   Quarter   Quarter     Year
                 12/31/04  03/31/05  06/30/05  09/30/05  12/31/05
                 --------  --------  --------  --------  --------
Total Assets       $4,882    $4,901    $5,093    $5,188    $5,274

Total
Liabilities        $3,856    $3,859    $4,003    $4,007    $4,045

Total
Stockholders'
Equity             $1,026    $1,042    $1,090    $1,181    $1,229

Full-text copies of the financial statements are available for
free at:

   year ended
   Dec. 31, 2004             http://ResearchArchives.com/t/s?8a4

   first quarter ended
   March 31, 2005            http://ResearchArchives.com/t/s?8a5

   second quarter ended
   June 30, 2005             http://ResearchArchives.com/t/s?8a6

   third quarter ended
   Sept. 30, 2005            http://ResearchArchives.com/t/s?8a7

   year ended
   Dec. 31, 2005             http://ResearchArchives.com/t/s?8a8

                       About United Rentals

Headquartered in Greenwich, Connecticut, United Rentals, Inc. --
http://unitedrentals.com/-- is the largest equipment rental
company in the world, with an integrated network of more than 750
rental locations in 48 states, 10 Canadian provinces and Mexico.
The company's 13,400 employees serve construction and industrial
customers, utilities, municipalities, homeowners and others. The
company offers for rent more than 20,000 classes of equipment with
a total original cost of $3.9 billion.  United Rentals is a member
of the Standard & Poor's MidCap 400 Index and the Russell 2000
Index(R).

                            *   *   *

As reported in the Troubled Company Reporter on April 18, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications for its ratings on equipment rental company United
Rentals (North America) Inc. (United Rentals) and for its parent,
United Rentals Inc. (URI), to developing from negative.  This
includes the 'BB-' corporate credit rating on the company,

As reported in the Troubled Company Reporter on April 7, 2006,
Moody's Investors Service affirmed the long-term ratings of United
Rental (North America) Inc., and its related entities:

   * Corporate Family Rating -- B2;
   * Senior secured -- B2;
   * Senior unsecured -- B3;
   * Senior subordinate -- Caa1;
   * Quarterly Income Preferred Securities -- Caa2; and
   * Speculative grade liquidity rating -- SGL-3.

The rating outlook is changed to Developing from Negative.


USA COMMERCIAL: Wants to Hire Schwartzer as Bankruptcy Counsel
--------------------------------------------------------------
USA Commercial Mortgage Company and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Nevada for authority to
employ Schwartzer & McPherson Law Firm, P.C., as their bankruptcy
counsel.

Schwartzer & McPherson will:

   a. advise the Debtor generally concerning the rights, duties
      and obligations of a Debtor under the Bankruptcy Code and
      the orders of the Court; and

   b. render other services that may be necessary to aid the
      Debtor in restructuring, and if necessary, litigate non-
      bankruptcy matters.

Lenard E. Schwartzer, Esq., a partner at Schwartzer & McPherson,
tells the Court that the Firm's professionals bill:

      Professional            Designation      Hourly Rate
      ------------            -----------      -----------
      Lenard E. Schwartzer    Attorney            $425
      Jeanette E. McPherson   Attorney            $325
      Jason A. Imes           Attorney            $225
      Linda Daugherty         Paralegal           $140
      Angela Hosey            Legal Assistant     $100
      Lia Dorsey              Legal Assistant     $100

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

Mr. Schwartzer can be reached at:

      Lenard E. Schwartzer, Esq.
      Schwartzer & McPherson Law Firm, P.C.
      2850 South Jones Boulevard, Suite 1
      Las Vegas, Nevada 89146
      Tel: (702) 228-7590
      Fax: (702) 892-0122
      http://www.lawyers.com/schwartzermcpherson

Based in Las Vegas, Nevada, USA Commercial Mortgage Company
(dba USA Capital) -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 miilion and
$50 million.


USA COMMERCIAL: Court Okays BMC Group as Claims & Noticing Agent
----------------------------------------------------------------
USA Commercial Mortgage Company obtained permission from the U.S.
Bankruptcy Court for the District of Nevada to employ BMC Group,
Inc., as its claims and noticing agent.

BMC Group is expected to:

   a. serve as the Court's notice agent to mail notices to the
      estate's creditors and parties in interest;

   b. provide expertise, consultation and assistance in claim and
      ballot processing and with other administrative matters
      with respect to the Debtor's bankruptcy case;

   c. provide expertise, consultation and assistance with the
      preparation of schedules, statements of financial affairs
      and master creditor lists; and

   d. process, image and docket all proofs of claim filed in the
      Court's Case Management/Electronic Case Filing (CM/ECF)
      system through the system's Limited Use Registration to
      ensure that all claims received are recorded and available
      for public reference.

Tinamarie Feil, vice-president of BMC Group, tells the Court that
the Firm's professionals bill:

      Professional                        Hourly Rate
      ------------                        -----------
      Seniors/Principals                  $180 - $275
      Consultants                         $100 - $175
      Case Support                         $65 - $95
      Data Entry/Administrative Support       $45

The Debtors assure the Court that BMC Group is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 miilion and
$50 million.


VILLAGES AT SARATOGA: Court Okays Ray Quinney as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Utah gave The
Villages at Saratoga Springs, L.C., authority to employ Ray
Quinney & Nebeker P.C. as its special counsel, nunc pro tunc to
Aug. 29, 2005.

Ray Quinney will:

     a) advise the Debtor of its rights, powers and duties to the
        asserted claims of Jerrold Cross;

     b) represent and advise the Debtor in any investigation of
        the claim;

     c) prepare, on behalf of the Debtor, all necessary  pleadings
        and other papers concerning the prosecution of the
        Debtor's case;

     d) represent and advise the Debtor in all proceedings
        relating to the claim of Jerrold Cross;

     e) advise the Debtor regarding any plan of liquidation as it
        relates to the claim of Jerrold Cross.

The Debtor discloses that the Firm's professionals bill:

                Professional          Hourly Rate
                ------------          -----------
                Shareholders          $295 - $200
                Associates            $230 - $150
                Paralegals            $105 - $100

Ray Quinney assures the Court that it is a "disinterested person"
as that term is defined by section 101(14) of the Bankruptcy Code.

Headquartered in Spanish Fork, Utah, The Villages at Saratoga
Springs, LC, filed for chapter 11 protection on Aug. 29, 2005
(Bankr. D. Utah Case No. 05-33380).  Robert Fugal, Esq., at Bird &
Fugal, represents the Debtor in its restructuring efforts.  When
the Debtor filed for protection from its creditors, it listed
$26,002,293 in assets and $15,188,610 in debts.


W.S. LEE: Court Schedules Claims Filing Bar Date on August 23
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
set Aug. 23, 2006, as the deadline for W.S. Lee & Sons, Inc.'s
creditors to file formal written proofs of claims on account of
claims arising prior to March 14, 2006.

Creditors must deliver their claim forms either by mail or courier
to:

   Office of the Clerk
   U.S. Bankruptcy Court for the Western District of Pennsylvania
   5414 U.S. Steel Tower
   600 Grant Street
   Pittsburgh, PA 15219

Governmental units have until Sept. 11, 2006, to file proofs of
claims of interest.

Headquartered in Altoona, Pennsylvania, W.S. Lee & Sons, Inc.,
distributes food and related products to restaurants, delis,
schools, hospitals and other institutions in the mid-Atlantic
region of the United States utilizing a fleet of multi-temperature
tractors and trailers.  The Company and its wholly owned
subsidiary, Lee Systems Solutions, LLC, filed voluntary petitions
for reorganization under Chapter 11 of the U.S. Bankruptcy Code on
March 14, 2006 (Bankr. W.D. Pa. Case No. 06-70148).  James R.
Walsh, Esq., at Spence Custer Saylor Wolfe & Rose LLC, represents
the Debtors in their restructuring efforts.  The Official
Committee of Unsecured Creditors is represented by Robert S.
Bernstein, Esq., at Bernstein Law Firm, P.C., in Pittsburgh,
Pennsylvania.  When the Debtors filed for protection from their
creditors, they listed less than $50,000 in total assets and $1
million to $10 million in debts.


WASHINGTON MUTUAL: Moody's Puts Low-B Ratings on 4 Class Certs.
---------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Washington Mutual Mortgage Pass-Through
Certificates, WMALT Series 2006-AR3, and ratings ranging from Aa1
to Ba3 to the subordinate certificates in the deal.

The securitization is backed by GMAC Mortgage Corporation, Virtual
Bank, First Magnus Financial Corporation and various others
originated negative amortization Alt-A loans.  The ratings are
based primarily on the credit quality of the loans, and on the
protection from subordination.  Moody's expects collateral losses
to range from 1.25 to 1.45 percent.

Washington Mutual Bank will service the loans.

The complete rating actions:

Washington Mutual Mortgage Pass-Through Certificates, WMALT Series
2006-AR3

   * Cl. A-1A, Assigned Aaa
   * Cl. A-1B, Assigned Aaa
   * Cl. A-1C, Assigned Aaa
   * Cl. X-1, Assigned Aaa
   * Cl. X-2, Assigned Aaa
   * Cl. X-3, Assigned Aaa
   * Cl. R, Assigned Aaa
   * Cl. PPP-1, Assigned Aaa
   * Cl. PPP-2, Assigned Aaa
   * Cl. B-1, Assigned Aa1
   * Cl. B-2, Assigned Aa2
   * Cl. B-3, Assigned Aa3
   * Cl. B-4, Assigned A1
   * Cl. B-5, Assigned A2
   * Cl. B-6, Assigned A3
   * Cl. B-7, Assigned Baa1
   * Cl. B-8, Assigned Baa2
   * Cl. B-9, Assigned Baa3
   * Cl. B-10, Assigned Ba1
   * Cl. B-11, Assigned Ba2
   * Cl. B-12, Assigned Ba3


WCI STEEL: Noteholders Take Over Reorganized Steel Company
----------------------------------------------------------
Almost three years after WCI Steel, Inc. reported that it would
default on $300,000,000 in senior secured notes, and after two and
a half years in hotly contested chapter 11 proceedings, 17
Noteholders led by Harbinger Capital Partners Master Fund I, Ltd.
on May 1, consummated a plan of reorganization that gave the
Noteholders $100,000,000 in new 8% Secured Notes and more than 98%
of the equity of the reorganized steel company.

WCI Steel exits chapter 11 with a new collective bargaining
agreement with the United Steelworkers.  Pat Tatom continues as
chief executive officer.  Harbinger will be the largest
shareholder in the reorganized company.

WCI Steel, Inc., a 1,200,000 ton per year niche oriented
integrated producer of value-added custom steel products, had been
owned for 17 years by Renco Group, Inc., the holding company of
financier Ira Leon Rennert.

Mr. Rennert, who had saved WCI Steel, Inc. from closing when he
bought it out of the first LTV Steel chapter 11 case, fought for
more than two years to keep WCI Steel.  In 2004 and 2005 he
proposed plans that would have paid Noteholders approximately 40
and then 50 cents on the dollar.  Bids for the secured notes prior
to closing reached approximately 100 cents on the dollar.  Most
unsecured trade creditors with undisputed claims will receive 22
cents on the dollar in cash on May 31, 2006.

Mr. Rennert lost control of the chapter 11 case in November 2005,
when the United Steelworkers reached an agreement in principle
with the Noteholders on a new collective bargaining agreement.
This was an historic achievement.  The USW had never before
negotiated a collective bargaining agreement with creditors over
the opposition of management and ownership.  The Noteholders'
agreement with the USW provided security for the USW's hardship
benefits.  The USW's membership ratified the new collective
bargaining agreement on April 27, 2006.

The Noteholders were represented by Kramer Levin Naftalis &
Frankel LLP as lead bankruptcy counsel and CIBC World Markets as
financial advisor.  McDermott Will & Emery LLP, the Noteholders'
labor counsel, negotiated the historic agreement with the USW and
will continue as corporate counsel to the reorganized WCI Steel,
Inc.  Questions should be directed to:

     Thomas Moers Mayer, Esq.
     Kramer Levin Naftalis & Frankel LLP
     Telephone (212) 715-9169

                         About WCI Steel

Headquartered in Warren, Ohio, WCI Steel, Inc., is an integrated
steelmaker producing more than 185 grades of custom and commodity
flat-rolled steel at its Warren, Ohio facility.  WCI products are
used by steel service centers, convertors and the automotive and
construction markets.  WCI Steel filed for chapter 11 protection
on Sept. 16, 2003 (Bankr. N.D. Ohio Case No. 03-44662).  Christine
M. Pierpont, Esq., and G. Christopher Meyer, Esq., at Squire,
Sanders & Dempsey, L.L.P., represent the Debtor.  Amy M. Tonti,
Esq., at Reed Smith LLP, represents the Official Committee of
Unsecured Creditors.  When WCI Steel filed for chapter 11
protection it reported $356,286,000 in total assets and
liabilities totaling $620,610,000.


WILLIAMS COS: S&P Upgrades Corp. Credit Rating to BB- from B+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on diversified energy company The Williams Cos. Inc. and
its subsidiaries:

   * Northwest Pipeline Corp.,
   * Transcontinental Gas Pipe Line Corp., and
   * Williams Production RMT Co.

to 'BB-' from 'B+'.

The outlook is positive.

As of Dec. 31, 2005, the Tulsa, Oklahoma-based company had $7.7
billion of debt outstanding.

"The upgrade reflects our conclusion that Williams' financial
metrics have improved significantly as a result of deveraging and
improved operating performance," said Standard & Poor's credit
analyst Jeffrey Wolinsky.

Standard & Poor's also said that the positive outlook reflects the
expectation that Williams' financial ratios will improve as a
result of the additional cash from the oil and gas exploration and
production segment.

"If Williams continues to meet its forecasts, the rating could be
raised over the next two years," said Mr. Wolinsky.

The ratings on Williams reflect:

   * the company's highly leveraged financial condition;

   * the uncertain financial performance of its power subsidiary;
     and

   * the consolidated creditworthiness of its own operations and
     those of its subsidiaries.

The risks are partially offset by:

   * the substantial completion of its stated debt-reduction plan
     which reduced debt by more than $6 billion;

   * its improving liquidity; and

   * the stability of its FERC-regulated natural gas pipeline
     business.


* Peter Antoszyk Joins American Bankruptcy Institute's Board
------------------------------------------------------------
The American Bankruptcy Institute reported that Peter J. Antoszyk
of Brown Rudnick Berlack Israels LLP has been elected to ABI's
Board of Directors.  An active member since 1992, Mr. Antoszyk
recently served as co-chair of the Finance and Banking Committee
and is currently a member of the Unsecured Trade Creditors,
Uniform Commercial Code and International committees.

At Brown Rudnick, Mr. Antoszyk focuses his practice on
representing bank and non-bank lenders in corporate and asset-
based lending transactions, including multi-lender syndicated
transactions, transnational transactions, acquisition financing,
and specialty lending to retailers, manufacturers, distributors
and other industries, often involving highly leveraged or other
special situations.  Mr. Antoszyk received his J.D. from Boston
University in 1985 and received his B.A. from the State University
of New York at Albany in 1982.

A complete list of directors and officers is available
at http://researcharchives.com/t/s?8a1

                       About Brown Rudnick

Brown Rudnick Berlack Israels LLP -- http://www.brownrudnick.com/
-- is a full-service, international law firm with offices in the
United States and Europe.  The firm's attorneys provide
representation across key areas of the law: Bankruptcy & Finance,
Corporate & Securities, Real Estate, Intellectual Property,
Complex Litigation, Government Law & Strategies, Energy, and
Health Care.  Combining a dedication to excellence with a
commitment to superior client service, Brown Rudnick provides its
clients with a breadth and depth of expertise uniquely suited to
their legal needs.

The Brown Rudnick Center for the Public Interest --
http://www.brownrudnickcenter.com/-- is a measure of the Firm's
strong commitment to the community and serves as an umbrella
entity encompassing the Firm's pro bono legal work, charitable
giving, community involvement and public interest efforts.

                            About ABI

The American Bankruptcy Institute -- http://www.abiworld.org/--  
is the largest multi-disciplinary, nonpartisan organization
dedicated to research and education on matters related to
insolvency.  ABI was founded in 1982 to provide Congress and the
public with unbiased analysis of bankruptcy issues.  The ABI
membership includes more than 11,000 attorneys, accountants,
bankers, judges, professors, lenders, turnaround specialists and
other bankruptcy professionals providing a forum for the exchange
of ideas and information.


* James Chadwick Joins Sheppard Mullin in San Francisco
-------------------------------------------------------
James M. Chadwick has joined the San Francisco office of Sheppard,
Mullin, Richter & Hampton LLP as a partner in the Business Trial
and Entertainment, Media and Communications practice groups.  Mr.
Chadwick most recently practiced with DLA Piper Rudnick Gray Cary
in Palo Alto.

Mr. Chadwick focuses on media law and media defense litigation,
First Amendment and privacy law, trademark and copyright law, and
civil litigation.  Mr. Chadwick represented clients in the
litigation of a number of cases that resulted in important First
Amendment or intellectual property decisions, including: Lissner
v. U.S. Customs Service, San Jose Mercury News v. U.S. District
Court, Sipple v. Foundation for National Progress; In re Willon;
Montana v. San Jose Mercury News, Inc.; Nordyke v. Santa Clara
County; James v. San Jose Mercury News, Inc.; Religious Technology
Center v. Netcom; among others.

Mr. Chadwick also provides ongoing counseling and pre-publication
advice to media clients such as the San Jose Mercury News and
Mother Jones magazine.  He has pursued litigation under state and
federal open records and open meetings laws on behalf of both
media and individual clients.

"James is one of the country's top media defense attorneys and we
are thrilled to welcome him to the San Francisco office," Guy
Halgren, chairman of the firm, said.  "He will play a key role in
the ongoing expansion of our national media defense practice,
which includes partners Gary Bostwick and Kent Raygor in Century
City, Guylyn Cummins in San Diego, Kevin Goering in New York and
senior associate Jean-Paul Jassy in Century City."

"Sheppard Mullin has an outstanding reputation and a strong
entertainment and media practice," Mr. Chadwick said.  "I am
particularly familiar with the media team, which is deep and
highly skilled.  I'm looking forward to working with Sheppard
Mullin and contributing to the continued success of the dynamic
group."

"Our objective has been to build the preeminent media defense
practice in the country," Co-chair of the firm's Entertainment,
Media and Communications group, Marty Katz commented.  "With the
addition of James in San Francisco, we now have top notch experts
in New York and each of the three critical California markets."

Mr. Chadwick received his law degree summa cum laude from Santa
Clara University School of Law in 1991, and graduated from San
Francisco State University with a M.A. in 1985 and from the
University of California, Santa Cruz, cum laude, with a B.A. in
1979.

          About Sheppard, Mullin, Richter & Hampton LLP

Sheppard, Mullin, Richter & Hampton LLP is a full service AmLaw
100 firm with more than 480 attorneys in nine offices located
throughout California and in New York and Washington, D.C. The
firm's California offices are located in Los Angeles, San
Francisco, Santa Barbara, Century City, Orange County, Del Mar
Heights and San Diego. Sheppard Mullin provides legal expertise
and counsel to U.S. and international clients in a wide range of
practice areas, including Antitrust, Corporate and Securities;
Entertainment, Media and Communications; Finance and Bankruptcy;
Government Contracts; Intellectual Property; Labor and Employment;
Litigation; Real Estate/Land Use; Tax/Employee Benefits/Trusts &
Estates; and White Collar Defense.


* SEC Proposes Amendments to the Tender Offer Best-Price Rule
-------------------------------------------------------------
The Securities and Exchange Commission is proposing amendments to
the tender offer best-price rule to clarify that the rule applies
only with respect to the consideration offered and paid for
securities tendered in an issuer or third-party tender offer and
should not apply to consideration offered and paid according to
employment compensation, severance or other employee benefit
arrangements entered into with employees or directors of the
subject company.

The proposed rule will also provide a safe harbor in the context
of third-party tender offers that would allow the compensation
committee or a committee performing similar functions of the
subject company's or bidder's board of directors, depending on
whether the subject company or the bidder is the party to the
arrangement, to approve an employment compensation, severance or
other employee benefit arrangement and thereby deem it to be such
an arrangement within the meaning of the proposed exemption.

A full-text copy of the proposed amendments is available for free
at http://sec.gov/rules/proposed/34-52968.pdf


* SEC Proposes Amendments to Executive Pay Disclosure Requirements
------------------------------------------------------------------
The Securities and Exchange Commission is proposing amendments to
the disclosure requirements for:

   -- executive and director compensation,
   -- related party transactions,
   -- director independence,
   -- other corporate governance matters, and
   -- security ownership of officers and directors.

These amendments would apply to disclosure in proxy and
information statements, periodic reports, current reports and
other filings under the Securities Exchange Act of 1934 and to
registration statements under the Exchange Act and the Securities
Act of 1933.

The SEC also propose to require that disclosure under the
amended items generally be provided in plain English.  The
proposed amendments are intended to make proxy statements, reports
and registration statements easier to understand.

They are also intended to provide investors with a clearer and
more complete picture of the compensation earned by a company's
principal executive officer, principal financial officer and
highest paid executive officers and members of its board of
directors.

In addition, they are intended to provide better information about
key financial relationships among companies and their executive
officers, directors, significant shareholders and their respective
immediate family members.

A full-text copy of the proposed amendments is available for free
at http://sec.gov/rules/proposed/33-8655.pdf


* BOND PRICING: For the week of May 1 - May 5, 2006
---------------------------------------------------

Issuer                                Coupon  Maturity  Price
------                                ------  --------  -----
ABC Rail Product                     10.500%  01/15/04     0
Acme Metals Inc                      10.875%  12/15/07     0
Adelphia Comm.                        3.250%  05/01/21     1
Adelphia Comm.                        6.000%  02/15/06     1
Adelphia Comm.                        7.500%  01/15/04    50
Adelphia Comm.                        7.750%  01/15/09    51
Adelphia Comm.                        7.875%  05/01/09    48
Adelphia Comm.                        8.125%  07/15/03    50
Adelphia Comm.                        8.375%  02/01/08    50
Adelphia Comm.                        9.250%  10/01/02    50
Adelphia Comm.                        9.375%  11/15/09    52
Adelphia Comm.                        9.500%  02/15/04    50
Adelphia Comm.                        9.875%  03/01/05    47
Adelphia Comm.                        9.875%  03/01/07    49
Adelphia Comm.                       10.250%  06/15/11    53
Adelphia Comm.                       10.250%  11/01/06    49
Adelphia Comm.                       10.500%  07/15/04    49
Adelphia Comm.                       10.875%  10/01/10    51
Aetna Industries                     11.875%  10/01/06     8
Allegiance Tel.                      11.750%  02/15/08    44
Allegiance Tel.                      12.875%  05/15/08    41
Amer & Forgn Pwr                      5.000%  03/01/30    67
Amer Color Graph                     10.000%  06/15/10    68
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
American Airline                      9.980%  01/02/13    72
Antigenics                            5.250%  02/01/25    57
Anvil Knitwear                       10.875%  03/15/07    53
Armstrong World                       6.350%  08/15/03    75
Armstrong World                       7.450%  05/15/29    74
Armstrong World                       9.000%  04/17/01    62
Arvin Capital I                       9.500%  02/01/27    70
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     4
ATA Holdings                         13.000%  02/01/09     1
Atlantic Coast                        6.000%  02/15/34    21
Atlas Air Inc                         8.010%  01/02/10    67
Atlas Air Inc                         9.702%  01/02/08    74
Autocam Corp.                        10.875%  06/15/14    61
Aviation Sales                        8.125%  02/15/08    44
Avondale Mills                       10.250%  07/01/13    64
Banctec Inc                           7.500%  06/01/08    73
Bank New England                      8.750%  04/01/99     9
BBN Corp                              6.000%  04/01/12     0
Big V Supermkts                      11.000%  02/15/04     0
Builders Transpt                      6.500%  05/01/11     1
Burlington North                      3.200%  01/01/45    53
CCH II/CCH II CP                     10.250%  01/15/10    69
Cell Therapeutic                      5.750%  06/15/08    48
Cell Therapeutic                      5.750%  06/15/08    62
Charter Comm Hld                     10.000%  05/15/11    62
Charter Comm Hld                     11.125%  01/15/11    65
Charter Comm Inc                      5.875%  11/16/09    74
Cherokee Int'l                        5.250%  11/01/08    70
Chic East Ill RR                      5.000%  01/01/54    50
CIH                                   9.920%  04/01/14    63
CIH                                  10.000%  05/15/14    61
CIH                                  11.125%  01/15/14    63
Ciphergen                             4.500%  09/01/08    72
Clark Material                       10.750%  11/15/06     0
CMI Industries                        9.500%  10/01/03     0
Collins & Aikman                     10.750%  12/31/11    35
Comcast Corp.                         2.000%  10/15/29    40
Concentric Network                   12.750%  12/15/07     0
CPNL-Dflt12/05                        4.750%  11/15/23    34
CPNL-Dflt12/05                        6.000%  09/30/14    25
CPNL-Dflt12/05                        7.625%  04/15/06    57
CPNL-Dflt12/05                        7.750%  04/15/09    57
CPNL-Dflt12/05                        7.750%  06/01/15    24
CPNL-Dflt12/05                        7.875%  04/01/08    56
CPNL-Dflt12/05                        8.500%  02/15/11    37
CPNL-Dflt12/05                        8.625%  08/15/10    36
CPNL-Dflt12/05                        8.750%  07/15/07    55
CPNL-Dflt12/05                       10.500%  05/15/06    55
Cray Inc.                             3.000%  12/01/24    72
Cray Research                         6.125%  02/01/11    33
Curagen Corp.                         4.000%  02/15/11    71
Curative Health                      10.750%  05/01/11    60
Dal-Dflt09/05                         9.000%  05/15/16    24
Delco Remy Intl                       9.375%  04/15/12    49
Delco Remy Intl                      11.000%  05/01/09    52
Delphi Corp                           6.500%  08/15/13    69
Delphi Trust II                       6.197%  11/15/33    41
Delta Air Lines                       2.875%  02/18/24    25
Delta Air Lines                       7.541%  10/11/11    69
Delta Air Lines                       7.700%  12/15/05    25
Delta Air Lines                       7.900%  12/15/09    25
Delta Air Lines                       8.000%  06/03/23    25
Delta Air Lines                       8.187%  10/11/17    61
Delta Air Lines                       8.270%  09/23/07    70
Delta Air Lines                       8.300%  12/15/29    27
Delta Air Lines                       8.540%  01/02/07    43
Delta Air Lines                       8.540%  01/02/07    60
Delta Air Lines                       8.950%  01/12/12    70
Delta Air Lines                       9.200%  09/23/14    69
Delta Air Lines                       9.250%  03/15/22    24
Delta Air Lines                       9.300%  01/02/10    75
Delta Air Lines                       9.320%  01/02/09    72
Delta Air Lines                       9.375%  09/11/07    75
Delta Air Lines                       9.480%  06/05/06    58
Delta Air Lines                       9.590%  01/12/17    66
Delta Air Lines                       9.750%  05/15/21    24
Delta Air Lines                       9.950%  06/01/06    69
Delta Air Lines                       9.950%  06/01/06    69
Delta Air Lines                      10.000%  06/01/07    66
Delta Air Lines                      10.000%  06/01/08    66
Delta Air Lines                      10.000%  06/01/09    66
Delta Air Lines                      10.000%  06/01/10    66
Delta Air Lines                      10.000%  06/01/10    67
Delta Air Lines                      10.000%  06/01/11    51
Delta Air Lines                      10.000%  06/01/12    62
Delta Air Lines                      10.000%  06/05/11    59
Delta Air Lines                      10.000%  06/05/13    59
Delta Air Lines                      10.000%  08/15/08    26
Delta Air Lines                      10.060%  01/02/16    70
Delta Air Lines                      10.080%  06/16/07    59
Delta Air Lines                      10.125%  05/15/10    23
Delta Air Lines                      10.125%  06/16/10    60
Delta Air Lines                      10.375%  02/01/11    24
Delta Air Lines                      10.375%  12/15/22    24
Delta Air Lines                      10.500%  04/30/16    75
Diva Systems                         12.625%  03/01/08     1
Dov Pharmaceutic                      2.500%  01/15/25    73
Dura Operating                        9.000%  05/01/09    55
Dura Operating                        9.000%  05/01/09    57
DVI Inc                               9.875%  02/01/04    13
Dyersburg Corp                        9.750%  09/01/07     0
Eagle Family Food                     8.750%  01/15/08    75
Eagle-Picher Inc                      9.750%  09/01/13    60
Emergent Group                       10.750%  09/15/04     0
Encysive Pharmacy                     2.500%  03/15/12    72
Epix Medical Inc.                     3.000%  06/15/24    70
Exodus Comm. Inc.                     5.250%  02/15/08     0
Exodus Comm. Inc.                    11.250%  07/01/08     0
Falcon Products                      11.375%  06/15/09     3
Federal-Mogul Co.                     7.375%  01/15/06    60
Federal-Mogul Co.                     7.500%  01/15/09    57
Federal-Mogul Co.                     8.160%  03/06/03    51
Federal-Mogul Co.                     8.250%  03/03/05    53
Federal-Mogul Co.                     8.330%  11/15/01    47
Federal-Mogul Co.                     8.370%  11/15/01    38
Federal-Mogul Co.                     8.370%  11/15/01    51
Federal-Mogul Co.                     8.800%  04/15/07    52
Finova Group                          7.500%  11/15/09    35
Ford Motor Co                         6.500%  08/01/18    69
Ford Motor Co                         6.625%  02/15/28    66
Ford Motor Co                         7.125%  11/15/25    69
Ford Motor Co                         7.400%  11/01/46    68
Ford Motor Co                         7.500%  08/01/26    70
Ford Motor Co                         7.700%  05/15/97    68
Ford Motor Co                         7.750%  06/15/43    69
Ford Motor Cred                       5.650%  01/21/14    73
Ford Motor Cred                       5.750%  01/21/14    74
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.900%  02/20/14    72
Ford Motor Cred                       6.000%  01/20/15    73
Ford Motor Cred                       6.000%  02/20/15    73
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    74
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  03/20/14    75
Ford Motor Cred                       6.000%  11/20/14    72
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.000%  11/20/14    73
Ford Motor Cred                       6.050%  02/20/14    75
Ford Motor Cred                       6.050%  02/20/15    70
Ford Motor Cred                       6.050%  03/20/14    74
Ford Motor Cred                       6.050%  04/21/14    75
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    73
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.100%  02/20/15    73
Ford Motor Cred                       6.150%  01/20/15    74
Ford Motor Cred                       6.150%  12/22/14    74
Ford Motor Cred                       6.200%  03/20/15    73
Ford Motor Cred                       6.250%  01/20/15    74
Ford Motor Cred                       6.250%  03/20/15    73
Ford Motor Cred                       6.850%  09/20/13    74
Ford Motor Cred                       7.250%  07/20/17    75
Ford Motor Cred                       7.500%  08/20/32    70
Gateway Inc.                          2.000%  12/31/11    71
General Motors                        7.400%  09/01/25    68
General Motors                        7.700%  04/15/16    73
General Motors                        8.250%  07/15/23    73
General Motors                        8.375%  07/15/33    74
General Motors                        8.800%  03/01/21    73
Glenoit Corp                         11.000%  04/15/07     0
Global Health SC                     11.000%  05/01/08     2
GMAC                                  5.350%  01/15/14    75
GMAC                                  5.900%  01/15/19    73
GMAC                                  5.900%  01/15/19    74
GMAC                                  5.900%  02/15/19    73
GMAC                                  5.900%  10/15/19    73
GMAC                                  6.000%  02/15/19    74
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    73
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  03/15/19    74
GMAC                                  6.000%  04/15/19    75
GMAC                                  6.000%  09/15/19    74
GMAC                                  6.000%  09/15/19    75
GMAC                                  6.050%  08/15/19    74
GMAC                                  6.050%  08/15/19    75
GMAC                                  6.050%  10/15/19    75
GMAC                                  6.100%  09/15/19    74
GMAC                                  6.125%  10/15/19    75
GMAC                                  6.150%  09/15/19    74
GMAC                                  6.150%  10/15/19    75
GST Network Fndg                     10.500%  05/01/08     0
Gulf Mobile Ohio                      5.000%  12/01/56    75
HNG Internorth                        9.625%  03/15/06    29
Inland Fiber                          9.625%  11/15/07    60
Insight Health                        9.875%  11/01/11    49
Iridium LLC/CAP                      10.875%  07/15/05    31
Iridium LLC/CAP                      11.250%  07/15/05    30
Iridium LLC/CAP                      13.000%  07/15/05    29
Iridium LLC/CAP                      14.000%  07/15/05    31
Isolagen Inc.                         3.500%  11/01/24    55
Isolagen Inc.                         3.500%  11/01/24    56
JL French Auto                       11.500%  06/01/09     0
Kaiser Aluminum & Chem.               9.875%  02/15/02    49
Kaiser Aluminum & Chem.              10.875%  10/15/06    55
Kaiser Aluminum & Chem.              10.875%  10/15/06    58
Kaiser Aluminum & Chem.              12.750%  02/01/03    10
Kellstrom Inds                        5.750%  10/15/02     0
Kevco Inc                            10.375%  12/01/07     0
Kmart Corp.                           8.540%  01/02/15    16
Kmart Corp.                           8.990%  07/05/10     7
Kmart Corp.                           9.350%  01/02/20     7
Kmart Funding                         8.800%  07/01/10    75
Kmart Funding                         9.440%  07/01/18    50
Lehman Bros Hldg                     10.000%  10/30/13    73
Liberty Media                         3.250%  03/15/31    75
Liberty Media                         3.750%  02/15/30    58
Liberty Media                         4.000%  11/15/29    63
Lifecare Holding                      9.250%  08/15/13    71
Macsaver Financl                      7.400%  02/15/02     0
Macsaver Financl                      7.600%  08/01/07     3
Macsaver Financl                      7.875%  08/01/03     0
Merisant Co                           9.500%  07/15/13    66
Metamor WorldWide                     2.940%  08/15/04     1
Metricom Inc                         13.000%  02/15/10     0
Missouri Pac RR                       5.000%  01/01/45    74
Movie Gallery                        11.000%  05/01/12    55
MSX Int'l Inc.                       11.375%  01/15/08    67
Muzak LLC                             9.875%  03/15/09    60
Natl Steel Corp.                      8.375%  08/01/06     8
New Orl Grt N RR                      5.000%  07/01/32    66
Northern Pacific RY                   3.000%  01/01/47    52
Northern Pacific RY                   3.000%  01/01/47    52
Northwest Airlines                    6.625%  05/15/23    47
Northwest Airlines                    7.039%  01/02/06     5
Northwest Airlines                    7.625%  11/15/23    46
Northwest Airlines                    7.875%  03/15/08    46
Northwest Airlines                    8.130%  02/01/14    68
Northwest Airlines                    8.700%  03/15/07    43
Northwest Airlines                    8.875%  06/01/06    44
Northwest Airlines                    8.970%  01/02/15    50
Northwest Airlines                    9.875%  03/15/07    48
Northwest Airlines                   10.000%  02/01/09    46
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    75
Nutritional Src.                     10.125%  08/01/09    65
NWA Trust                            11.300%  12/21/12    69
Oakwood Homes                         8.125%  03/01/09    10
Oscient Pharm                         3.500%  04/15/11    73
Outboard Marine                      10.750%  06/01/08     1
Overstock.com                         3.750%  12/01/11    71
PCA LLC/PCA Fin                      11.875%  08/01/09    20
Pegasus Satellite                     9.625%  10/15/49     9
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    10
Phar-Mor Inc                         11.720%  09/11/02     1
Piedmont Aviat                        9.900%  11/08/06     0
Pixelworks Inc.                       1.750%  05/15/24    70
Pliant-DFLT/06                       13.000%  06/01/10    49
Pliant-DFLT/06                       13.000%  06/01/10    49
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Pres Riverboat                       13.000%  09/15/01     5
Primedex Health                      11.500%  06/30/08    59
Primus Telecom                        3.750%  09/15/10    47
Primus Telecom                        8.000%  01/15/14    68
Radnor Holdings                      11.000%  03/15/10    68
Read-Rite Corp.                       6.500%  09/01/04    14
Reliance Group Holdings               9.000%  11/15/00    22
Reliance Group Holdings               9.750%  11/15/03     1
RJ Tower Corp.                       12.000%  06/01/13    74
Safety-Kleen Crp                      9.250%  06/01/08     0
Salton Inc.                          12.250%  04/15/08    68
Silicon Graphics                      6.500%  06/01/09    61
Solectron Corp.                       0.500%  02/15/34    70
Source Media Inc.                    12.000%  11/01/04     0
Spinnaker Inds                       10.750%  10/15/06     0
Summit Secs Inc                       9.500%  09/15/05     0
Tekni-Plex Inc.                      12.750%  06/15/10    69
Tom's Foods Inc                      10.500%  11/01/04     9
Transtexas Gas                       15.000%  03/15/05     0
Tribune Co                            2.000%  05/15/29    70
Trism Inc                            12.000%  02/15/05     1
Triton Pcs Inc.                       9.375%  02/01/11    75
Tropical SportsW                     11.000%  06/15/08    10
Twin Labs Inc                        10.250%  05/15/06     2
United Air Lines                      7.870%  01/30/19    55
United Air Lines                      9.020%  04/19/12    56
United Air Lines                      9.350%  04/07/16    30
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.360%  11/13/12     5
Univ Health Svcs                      0.426%  06/23/20    58
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.250%  01/15/49     6
US Air Inc.                          10.300%  01/15/49     1
US Air Inc.                          10.550%  01/15/49     1
US Air Inc.                          10.610%  06/27/07     0
US Air Inc.                          10.680%  06/27/08     1
US Air Inc.                          10.850%  01/01/49    48
US Air Inc.                          10.900%  01/01/49     6
Venture Hldgs                        12.000%  06/01/09     0
Werner Holdings                      10.000%  11/15/07    34
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    70
Winsloew Furniture                   12.750%  08/15/07    15
World Access Inc.                     4.500%  10/01/02     4
World Access Inc.                    13.250%  01/15/08     4

                             *********

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 M.
Pinili, Jr., 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 ***